Item 8. Financial Statements and Supplementary Data
Item 8. Financial Statements and Supplementary Data
Index to Consolidated Financial Statements
Page
Consolidated Financial Statements:
Report of Independent Registered Public Accounting Firm
51
Consolidated Statement of Operations for each of the three years in the period ended October 31, 2020
53
Consolidated Statement of Comprehensive Income for each of the three years in the period ended October 31, 2020
54
Consolidated Balance Sheet at October 31, 2020 and 2019
55
Consolidated Statement of Cash Flows for each of the three years in the period ended October 31, 2020
56
Consolidated Statement of Equity for each of the three years in the period ended October 31, 2020
57
Notes to Consolidated Financial Statements
58
Quarterly Summary (unaudited)
98
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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Stockholders and Board of Directors of Keysight Technologies, Inc.
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Keysight Technologies, Inc. and its subsidiaries (the “Company”) as of October 31, 2020 and 2019, and the related consolidated statements of operations, of comprehensive income, of equity and of cash flows for each of the three years in the period ended October 31, 2020, including the related notes and financial statement schedule of valuation and qualifying accounts for each of the three years in the period ended October 31, 2020 appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”). We also have audited the Company’s internal control over financial reporting as of October 31, 2020 based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of October 31, 2020 and 2019, and the results of its operations and its cash flows for each of the three years in the period ended October 31, 2020 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of October 31, 2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.
Changes in Accounting Principles
As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for leases on November 1, 2019 and the manner in which it accounts for revenues from contracts with customers on November 1, 2018.
Basis for Opinions
The Company’s management is responsible for these consolidated financial statements, 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 the Company’s consolidated financial statements and on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. 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.
Definition and Limitations of Internal Control over Financial Reporting
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
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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.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
U.S. and Certain Non-U.S. Defined Benefit Plan Obligations
As described in Notes 1 and 15 to the consolidated financial statements, the Company has defined benefit plan obligations of $848 million and $1,421 million for its U.S. plans and non-U.S. plans, respectively, as of October 31, 2020. Management remeasures the defined benefit plan obligations at least annually based on present value of future benefit payments to reflect the future benefit costs over the employees' average expected future service to Keysight based on the terms of the plans. Management estimates the present value of the future payments using actuarial concepts and assumptions. Two critical assumptions used by management to estimate the defined benefit plan obligation are the discount rate and the expected long-term return on plan assets.
The principal considerations for our determination that performing procedures relating to the Company’s U.S. and certain non-U.S. defined benefit plan obligations is a critical audit matter are (i) the significant judgment by management in determining the present value of the defined benefit plan obligations; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating the significant assumption related to the discount rate used in determining the present value of the defined benefit plan obligations; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the determination of the present value of the defined benefit plan obligations, including controls over the Company’s methods, significant assumptions, and data. These procedures also included, among others testing the completeness and accuracy of the underlying data used in the estimate and the involvement of professionals with specialized skill and knowledge to assist in (i) evaluating the appropriateness of the actuarial concepts used to estimate the present value of the defined benefit plan obligations, (ii) developing an independent range of discount rates and (iii) comparing management's selected discount rate to the independently developed range to evaluate the reasonableness of management’s discount rate assumption. Developing the independent estimate involved developing a range of independent discount rates for each benefit plan based on publicly available market data for high quality corporate bonds.
/s/ PricewaterhouseCoopers LLP
San Francisco, California
December 17, 2020
We have served as the Company’s auditor since 2013.
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KEYSIGHT TECHNOLOGIES, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
(in millions, except per share data)
Year Ended October 31,
2020
2019
2018
Revenue:
Products
$
3,432
$
3,554
$
3,229
Services and other
789
749
649
Total revenue
4,221
4,303
3,878
Costs and expenses:
Cost of products
1,373
1,439
1,449
Cost of services and other
315
330
318
Total costs
1,688
1,769
1,767
Research and development
715
688
624
Selling, general and administrative
1,097
1,155
1,205
Goodwill impairment
—
—
709
Other operating expense (income), net
( 44
)
( 20
)
( 33
)
Total costs and expenses
3,456
3,592
4,272
Income (loss) from operations
765
711
( 394
)
Interest income
11
23
12
Interest expense
( 78
)
( 80
)
( 83
)
Other income (expense), net
63
61
54
Income (loss) before taxes
761
715
( 411
)
Provision (benefit) for income taxes
134
94
( 576
)
Net income
$
627
$
621
$
165
Net income per share:
Basic
$
3.35
$
3.31
$
0.88
Diluted
$
3.31
$
3.25
$
0.86
Weighted average shares used in computing net income per share:
Basic
187
188
187
Diluted
189
191
191
The accompanying notes are an integral part of these consolidated financial statements.
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KEYSIGHT TECHNOLOGIES, INC.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(in millions)
Year Ended October 31,
2020
2019
2018
Net income
$
627
$
621
$
165
Other comprehensive income (loss):
Unrealized gain (loss) on investments, net of tax benefit (expense) of zero, zero and $3
—
—
( 14
)
Unrealized gain (loss) on derivative instruments, net of tax benefit (expense) of $(4), $1 and zero
16
( 4
)
—
Amounts reclassified into earnings related to derivative instruments, net of tax benefit (expense) of $(1), zero and $1
3
3
( 3
)
Foreign currency translation, net of tax benefit (expense) of zero
33
17
( 21
)
Net defined benefit pension cost and post retirement plan costs:
Change in actuarial net gain (loss), net of tax benefit (expense) of $23, $28 and $(7)
( 64
)
( 91
)
23
Change in net prior service credit, net of tax benefit of $3, $4 and $6
( 9
)
( 15
)
( 16
)
Other comprehensive loss
( 21
)
( 90
)
( 31
)
Total comprehensive income
$
606
$
531
$
134
The accompanying notes are an integral part of these consolidated financial statements.
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KEYSIGHT TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEET
(in millions, except par value and share data)
October 31,
2020
2019
ASSETS
Current assets:
Cash and cash equivalents
$
1,756
$
1,598
Accounts receivable, net
606
668
Inventory
757
705
Other current assets
255
244
Total current assets
3,374
3,215
Property, plant and equipment, net
595
576
Operating lease right-of-use assets
182
—
Goodwill
1,537
1,209
Other intangible assets, net
361
490
Long-term investments
61
46
Long-term deferred tax assets
740
755
Other assets
368
332
Total assets
$
7,218
$
6,623
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable
$
224
$
253
Employee compensation and benefits
289
278
Deferred revenue
391
334
Income and other taxes payable
64
55
Operating lease liabilities
43
—
Other accrued liabilities
70
83
Total current liabilities
1,081
1,003
Long-term debt
1,789
1,788
Retirement and post-retirement benefits
362
357
Long-term deferred revenue
175
176
Long-term operating lease liabilities
149
—
Other long-term liabilities
365
295
Total liabilities
3,921
3,619
Commitments and contingencies (Note 18)
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; 196 million shares at October 31, 2020, and 194 million shares at October 31, 2019 issued
2
2
Treasury stock at cost; 10.7 million shares at October 31, 2020 and 6.5 million shares at October 31, 2019
( 752
)
( 342
)
Additional paid-in-capital
2,110
2,013
Retained earnings
2,536
1,909
Accumulated other comprehensive loss
( 599
)
( 578
)
Total stockholders' equity
3,297
3,004
Total liabilities and equity
$
7,218
$
6,623
The accompanying notes are an integral part of these consolidated financial statements.
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KEYSIGHT TECHNOLOGIES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
(in millions)
Year Ended October 31,
2020
2019
2018
Cash flows from operating activities:
Net income
$
627
$
621
$
165
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation
104
96
103
Amortization
222
212
207
Share-based compensation
92
82
59
Deferred tax expense (benefit)
41
( 2
)
( 789
)
Excess and obsolete inventory-related charges
29
27
25
Gain on insurance proceeds received for damage to property, plant and equipment
( 32
)
—
—
Gain on sale of assets and divestitures
—
( 1
)
( 20
)
Goodwill impairment
—
—
709
Other non-cash expenses (income), net
( 10
)
( 2
)
16
Changes in assets and liabilities:
Accounts receivable
75
( 26
)
( 89
)
Inventory
( 73
)
( 92
)
( 61
)
Accounts payable
( 33
)
13
22
Employee compensation and benefits
2
—
63
Deferred revenue
41
112
75
Income taxes payable
5
( 16
)
181
Retirement and post-retirement benefits
( 108
)
( 37
)
( 127
)
Other assets and liabilities
34
11
16
Net cash provided by operating activities
1,016
998
555
Cash flows from investing activities:
Investments in property, plant and equipment
( 117
)
( 120
)
( 132
)
Acquisitions of businesses and intangible assets, net of cash acquired
( 357
)
( 88
)
( 5
)
Insurance proceeds received for damage to property, plant and equipment
32
—
—
Proceeds from the sale of assets and divestitures
—
2
29
Proceeds from sale of investments
—
7
—
Other investing activities
—
3
—
Net cash used in investing activities
( 442
)
( 196
)
( 108
)
Cash flows from financing activities:
Proceeds from issuance of common stock under employee stock plans
58
67
64
Payment of taxes related to net share settlement of equity awards
( 53
)
( 26
)
( 18
)
Treasury stock repurchases
( 411
)
( 159
)
( 120
)
Proceeds from issuance of long-term debt
—
500
—
Debt issuance costs
—
( 4
)
—
Proceeds from short-term borrowings
—
—
40
Repayment of debt and credit facility
( 7
)
( 500
)
( 300
)
Payment of acquisition-related contingent consideration
—
—
( 6
)
Other financing activities
—
—
( 1
)
Net cash provided used in financing activities
( 413
)
( 122
)
( 341
)
Effect of exchange rate movements
6
3
( 9
)
Net increase in cash, cash equivalents, and restricted cash
167
683
97
Cash, cash equivalents, and restricted cash at beginning of year
1,600
917
820
Cash, cash equivalents, and restricted cash at end of year
$
1,767
$
1,600
$
917
The accompanying notes are an integral part of these consolidated financial statements.
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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 Loss
Total Stockholders' Equity
Balance as of October 31, 2017
188,310
$
2
$
1,786
( 2,289
)
$
( 62
)
$
1,041
$
( 457
)
$
2,310
Adjustment due to adoption of new accounting standards
—
—
—
—
—
6
—
6
Net income
—
—
—
—
—
165
—
165
Other comprehensive loss, net of tax
—
—
—
—
—
—
( 31
)
( 31
)
Issuance of common stock
2,894
—
62
—
—
—
—
62
Taxes related to net share settlement of equity awards
—
—
( 18
)
—
—
—
—
( 18
)
Share-based compensation
—
—
59
—
—
—
—
59
Repurchase of common stock
—
—
—
( 2,075
)
( 120
)
—
—
( 120
)
Balance as of October 31, 2018
191,204
2
1,889
( 4,364
)
( 182
)
1,212
( 488
)
2,433
Adjustment due to adoption of new accounting standards
—
—
—
—
—
76
—
76
Net income
—
—
—
—
—
621
—
621
Other comprehensive loss, net of tax
—
—
—
—
—
—
( 90
)
( 90
)
Issuance of common stock
2,565
—
68
—
—
—
—
68
Taxes related to net share settlement of equity awards
—
—
( 26
)
—
—
—
—
( 26
)
Share-based compensation
—
—
82
—
—
—
—
82
Repurchase of common stock
—
—
—
( 2,094
)
( 160
)
—
—
( 160
)
Balance as of October 31, 2019
193,769
2
2,013
( 6,458
)
( 342
)
1,909
( 578
)
3,004
Net income
—
—
—
—
—
627
—
627
Other comprehensive loss, net of tax
—
—
—
—
—
—
( 21
)
( 21
)
Issuance of common stock
1,892
—
58
—
—
—
—
58
Taxes related to net share settlement of equity awards
—
—
( 53
)
—
—
—
—
( 53
)
Share-based compensation
—
—
92
—
—
—
92
Repurchase of common stock
—
—
—
( 4,274
)
( 410
)
—
—
( 410
)
Balance as of October 31, 2020
195,661
$
2
$
2,110
( 10,732
)
$
( 752
)
$
2,536
$
( 599
)
$
3,297
The accompanying notes are an integral part of these consolidated financial statements.
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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 technology company that helps enterprises, service providers and governments accelerate innovation to connect and secure the world by providing electronic design and test solutions that are used in the simulation, design, validation, manufacture, installation, optimization and secure operation of electronics systems in the communications, networking and electronics industries. We also offer customization, consulting and optimization services throughout the customer's product lifecycle, including start-up assistance, asset management, up-time services, application services and instrument calibration and repair.
Basis of Presentation. We have prepared the accompanying financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (“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. Due to the COVID-19 pandemic, there has been uncertainty and disruption in the global economy and our markets. We are not aware of any specific event or circumstance that would require an update to our estimates or judgments or a revision of the carrying value of our assets or liabilities as of October 31, 2020. 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, loss contingencies, restructuring and accounting for income taxes.
Revenue recognition
Revenue is recognized upon transfer of control of the promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. We primarily generate revenue from the sale of products (hardware and/or software), services, or a combination thereof. We enter into contracts that may involve multiple performance obligations, and we allocate the transaction price between each performance obligation on the basis of relative standalone selling price. Revenue is recognized net of allowances for returns and any taxes collected from customers, which are subsequently remitted to governmental authorities.
Nature of Goods and Services
Product revenues are generated predominantly from the sale of various types of design and test software and hardware. Products consist of standalone software and hardware, generally with installed software applications that are licensed on a perpetual and term basis. Our hardware products generally do not have any substantive acceptance terms that would otherwise preclude the transfer of control. Performance obligations related to our software licenses, including the license portion of our software subscriptions, grant the customer the right to use our software via electronic delivery.
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Service revenues consist of repair and calibration services, extended warranties, technical support for hardware and software, when-and-if available software updates and upgrades, and professional services, including installation and implementation, consulting, and training. Services include both hardware and software services. Repair and calibration services for hardware products are sold both as per-incident customer services and as customer agreements to provide such services over the contractual period. Extended warranties are optional to the customer and provide warranty on hardware products for additional years beyond the standard one-year warranty. Technical support for software and when-and-if available software updates and upgrades are sold either together with our software licenses and software subscriptions, or separately as part of our customer support programs. These are considered stand-ready performance obligations where customers benefit from the services evenly throughout the license or service period. These performance obligations provide the customer access evenly over the contract period. Our professional services may be sold on a time and material basis (e.g., consulting) or on a fixed-fee basis (e.g., non-recurring engineering).
We also generate revenues from a combination of products and services ("custom solutions"), including combinations of hardware, software, software subscriptions, installation, professional services, and other support services. Custom solutions provide the customer with a combination of hardware, software and professional services to meet customers' unique specifications and are accounted for as one performance obligation.
For our contracts with customers, we account for individual performance obligations separately if they are distinct. Our standard payment terms are net 30 to 90 days, and we generally do not offer extended payment terms beyond one year. Our contracts typically contain various forms of variable consideration, including trade discounts, trade-in credits, rebates, and rights of return. The transaction price is allocated to the separate performance obligations on a relative standalone selling price basis. Standalone selling prices ("SSPs") for a majority of our products and services are estimated based on our established pricing practices and maximize the use of observable inputs. An observable input is the price of the good or service when it is sold as a separate item in a similar circumstance and to a similar customer as in the contract for which SSPs are being determined. We have elected to exclude from the measurement of the transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by Keysight from a customer (e.g., sales, use, value added, and some excise taxes). We have also elected to account for shipping and handling activities that occur after control of the related good transfers as fulfillment activities instead of assessing such activities as performance obligations.
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Our typical performance obligations include the following:
Performance obligation
When performance obligation is typically satisfied
When payment is typically due
How standalone selling price is typically determined
Product Revenues
Hardware
When customer obtains control of the product, typically at delivery (point in time)
Within 30-90 days of shipment
Estimated based on established pricing practices or observable based on standalone sales for certain hardware products
Software licenses
Upon electronic delivery of the software, and the applicable license period has begun (point in time)
Within 30-90 days of the beginning of license period
Estimated based on established pricing practices or observable based on standalone sales for certain software products
Threat intelligence solutions
Ratably over the subscription period (over time)
Within 30-90 days of the beginning of subscription period
Estimated based on established pricing practices
Service Revenues
Calibration contracts
Ratably over the service contract period (over time)
Within 30-90 days of the beginning of service contract period
Estimated based on established pricing practices
Repair and calibration (per- incident)
As services are performed (point in time)
Within 30-90 days of invoicing for services rendered
Estimated based on established pricing practices
Extended hardware warranty
Ratably over the warranty period (over time)
Within 30-90 days of invoicing
Estimated based on established pricing practices or observable based on standalone sales of certain hardware warranty contracts
Technical support and when-and-if-available software updates
Ratably over the license service contract period (over time)
Within 30-90 days of the beginning of license or service contract period
Estimated based on established pricing practices or observable based on standalone sales for certain support contracts
Professional services
As services are performed based on measures of progress (over time) or at a point in time
Within 30-90 days of invoicing for services rendered
Estimated based on established pricing practices
Custom Solutions
Custom solutions (milestone-based)
As milestones are achieved based on transfer of control to customer (over time)
Within 30-90 days of milestone achievement
Transaction price, as pricing is custom and can vary significantly from contract to contract
Custom solutions (point in time)
When customer obtains control of the solution, typically at delivery (point in time)
Within 30-90 days of delivery of solution
Transaction price, as pricing is custom and can vary significantly from contract to contract
Significant Judgments
Judgment is required to determine the standalone selling price for each distinct performance obligation. As most of our products and services are not sold on a standalone basis, we typically estimate the standalone selling price. In doing so, we consider our internal price list for each product and service, which reflects our desired profitability, based on an expected level of sales, and adjust for factors such as competition, customer relationship, discount provided in the contract, geographic location, and the products and services purchased in the arrangement. We use a range based on actual historical sales to determine whether the calculated standalone selling price for a product or service is a fair representation of the standalone selling price.
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For capitalized contract costs, we use judgment in determining the capitalized amount and amortization period.
Our products are generally sold with a right of return and we may provide other credits, discounts, or incentives, which are accounted for as variable consideration at the portfolio level and estimated based on historical information. Returns, credits, and discounts are estimated at contract inception and updated at the end of each reporting period as additional information becomes available to the extent that it is probable a significant reversal of the cumulative amount of revenue recognized will not occur once the variability is subsequently resolved.
Shipping and handling costs. Our shipping and handling costs charged to customers are included in revenue, and the associated expense is recorded in cost of products for all periods presented.
Deferred revenue. We recognize contract liabilities in our consolidated balance sheet as deferred revenue, which represents the amount of service and software revenue deferred and recognized over the contractual period or as services are rendered and accepted by the customer. In addition, it includes the amount allocated to undelivered performance obligations.
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 $ 3 million as of October 31, 2020 and 2019, respectively. We do not have any off-balance-sheet credit exposure related to our customers.
Share-based compensation. We account for share-based awards made to our employees and directors, including restricted stock units ("RSUs"), employee stock purchases made under Keysight's employee stock purchase plan under Section 423(b) of the Internal Revenue Code ("ESPP"), employee stock option awards, and performance share awards under Keysight Technologies, Inc. Long-Term Performance ("the LTP") Program, using the estimated grant date fair value method of accounting. We recorded compensation expense for all share-based awards of $ 93 million in 2020 , $ 82 million in 2019 and $ 59 million in 2018 .
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. Keysight warranties on products sold through direct sales channels are primarily for one year. Warranties for products sold through distribution channels are primarily for 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 17, "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.
Loss contingencies. We accrue for probable losses from contingencies, including legal settlement costs, on an undiscounted basis when such costs are considered probable of being incurred and are reasonably estimable. We periodically evaluate available information, both internal and external, relative to such contingencies and adjust this accrual as necessary.
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 recognize and measure 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 percent 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
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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 on a reporting unit basis at least annually in the fourth quarter, as of September 30, or more frequently when events and circumstances occur indicating that the recorded goodwill may be impaired. The impairment test compares the fair value of a reporting unit with its carrying amount, with an impairment charge recorded for the amount by which the carrying amount exceeds the reporting unit’s fair value up to a maximum amount of the goodwill balance for the reporting unit. We determine fair values for each of the reporting units using the market approach, when available and appropriate, or the income approach, or a combination of both. If multiple valuation methodologies are used, the results are weighted appropriately. Valuations using the market approach are derived from metrics of publicly traded comparable companies. The selections of comparable businesses are based on the markets in which our reporting units operate, giving consideration to risk profiles, size, geography and diversity of products and services. Under the income approach, fair value is determined based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate. We use our internal forecasts to estimate future cash flows and include an estimate of long-term future growth rates based on our most recent views of the long-term outlook for each business.
As defined in the authoritative guidance, a reporting unit is an operating segment or one level below an operating segment. During the fourth quarter of 2020, we performed our annual impairment test for all our reporting units. Based on the results of our testing, the fair value of each of our reporting units exceeded the carrying value. There were no impairments of goodwill during the years ended October 31, 2020 and 2019. We recorded an impairment loss of $ 709 million for our former Ixia Solutions Group ("ISG") reporting unit for the year ended October 31, 2018. See Note 3, “Acquisitions,” and Note 11, “Goodwill and Other Intangible Assets,” for additional information about our goodwill and other intangible assets.
Other intangible assets consist primarily of developed technologies, proprietary know-how, trademarks, customer relationships, non-compete agreements, and acquired backlog and are amortized using the straight-line method over estimated useful lives ranging from 6 months to 10 years. 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. No impairments of purchased intangible assets were recorded during the years ended October 31, 2020, 2019 and 2018.
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 2020 and 2019 we assessed impairment by performing a qualitative test and concluded that no impairment of indefinite-lived intangible assets was required. As a result of the cancellations of IPR&D projects, we recorded an impairment charge of $ 5 million in 2018.
Advertising. Advertising costs are expensed as incurred and were $ 24 million in 2020 , $ 22 million in 2019 and $ 21 million in 2018 .
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. Investments with readily determinable fair values and trading securities are reported at fair value. Equity investments without readily determinable fair values are measured at cost with adjustments for observable changes in price or impairments. Gains or losses resulting from changes in fair value are recognized currently in earnings. 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 2020, 2019 and 2018.
Net income per share. Basic net income per share is computed by dividing net income by the weighted average number of common shares outstanding 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, and the dilutive effect of in-the-money options and non-vested
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RSUs. Under the treasury stock method, the amount the employee must pay for exercising stock options and unamortized share-based compensation expense 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, 2020 , approximately $ 1.1 billion of our cash, cash equivalents and restricted cash was held outside of the U.S. in our foreign subsidiaries. Our cash and cash equivalents mainly consist of investments in institutional money market funds, short-term deposits held at major global financial institutions, and similar short duration instruments with original maturities of 90 days or less. We continuously monitor the creditworthiness of the financial institutions in which we invest our funds. We utilize a variety of funding strategies in an effort to ensure that our worldwide cash is available in the locations in which it is needed. Most significant international locations have access to internal funding through an offshore cash pool for working capital needs. In addition, a few locations that are unable to access internal funding have access to temporary local overdraft and short-term working capital lines of credit.
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.
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 equity method or measurement alternative, the carrying value approximates estimated fair value. The fair value of our long-term debt, calculated from quoted prices that are primarily Level 1 inputs under the accounting guidance fair value hierarchy, exceeded the carrying value less debt issuance costs by approximately $ 236 million and $ 139 million as of October 31, 2020 and 2019, 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 13, "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, 2020 or 2019 .
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 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. 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 have maturities based on a rolling period of up to 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.
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Derivatives not designated as hedging instruments are recorded on the balance sheet at fair value, and changes in fair value 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. 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 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, which is generally over three years to ten years . We use the straight-line method to depreciate assets.
Leases. We adopted Accounting Standards Codification (“ASC”) Topic 842, Leases (“ASC 842”), on November 1, 2019 using the modified retrospective transition approach provided by Accounting Standards Update ("ASU") 2018-11, Leases: Targeted Improvements , with the cumulative effect of initially applying the standard recognized at the date of adoption. For additional information on the leases guidance and the impact of adoption, see Note 2, "New Accounting Pronouncements."
We determine whether an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities (current and non-current) on our consolidated balance sheet. Finance leases are included in property, plant and equipment, other accrued liabilities, and other long-term liabilities in our consolidated balance sheet. Our finance lease and lessor arrangements are immaterial.
ROU assets and lease obligations are recognized based on their present value of the future minimum lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the lease term and economic environment to discount lease obligations. ROU assets also include any lease payments made and exclude lease incentives and initial direct costs incurred. We initially measure payments based on an index by using the applicable rate at lease commencement. Variable payments that do not depend on an index are not included in the lease liability and are recognized as they are incurred. See Note 16, "Leases," for more information.
Impairment of long-lived assets. We continually monitor events and changes in circumstances that could indicate carrying amounts of long-lived 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 reported within employee compensation and benefits in the consolidated balance sheet. The total amount of accrued vacation benefit was $ 107 million and $ 92 million as of October 31, 2020 and 2019 , 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 that approximate 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 that 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 $ 3 million gain in 2020, a $ 2 million loss in 2019 and a $ 4 million gain in 2018.
Retirement plans and post-retirement benefit plan assumptions. Defined benefit plan obligations are remeasured at least annually as of October 31, based on the present value of future benefit payments to reflect future benefit costs over the employees' average expected future service to Keysight based on the terms of the plans. To estimate the present value of these future payments,
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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 investment portfolio composition. We evaluate these assumptions at least annually. See Note 15, "Retirement Plans and Post-Retirement Benefit Plans."
2.
NEW ACCOUNTING PRONOUNCEMENTS
We adopted ASC 606, Revenue from Contracts with Customers , on November 1, 2018 using the modified retrospective method for all contracts not completed as of the date of adoption. The reported results for 2020 and 2019 reflect the application of ASC 606, while the reported results for 2018 were prepared under the guidance of ASC 605, Revenue Recognition .
In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, or ASC 842, that requires substantially all leases to be reported on the balance sheet as ROU assets and lease obligations and also requires disclosures by lessees and lessors about the amount, timing and uncertainty of cash flows arising from leases. 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.
We adopted the standard on November 1, 2019, using the modified retrospective transition approach provided by ASU 2018-11, Leases: Targeted Improvements , with the cumulative effect of initially applying the standard recognized at the date of adoption. Under this method of adoption, comparative information has not been restated and continues to be reported under the standards in effect (ASC 840) for the prior periods presented. Adoption of the standard resulted in recording ROU assets and lease obligations for our operating leases of approximately $ 155 million and $ 164 million , respectively, but did not have a material impact on beginning retained earnings, the consolidated statement of operations, cash flows, or earnings per share.
We elected the package of practical expedients for leases that commenced before the effective date of ASC 842, whereby we elected to not reassess the following: (i) whether any expired or existing contracts contain leases; (ii) the lease classification for any expired or existing leases; and (iii) initial direct costs for any existing leases. In addition, we have lease agreements with lease and non-lease components, and we have elected the practical expedient for all underlying asset classes and account for them as a single lease component. Our finance lease and lessor arrangements are immaterial.
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
2020 acquisitions
Acquisition of Eggplant
During the third quarter of fiscal 2020, we acquired Eggplant Topco Limited ("Eggplant") for $ 319 million , net of $ 11 million cash acquired, and recognized additions to goodwill and other intangible assets of $ 280 million and $ 88 million , respectively, based on the preliminary allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed. The identified intangible assets primarily consist of developed technology of $ 38 million and customer relationships of $ 46 million with estimated useful lives of 3 years and 6 years , respectively. Eggplant is a software test automation platform provider that uses artificial intelligence and analytics to automate test creation and test execution. 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.
Additionally, we acquired two other businesses for $ 38 million , net of cash acquired, and recognized goodwill of $ 34 million based on the preliminary allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed.
2019 acquisitions
Acquisition of Prisma
During the third quarter of fiscal 2019, we acquired Prisma Telecom Testing ("Prisma") for $ 88 million , net of $ 56 million cash acquired, and recognized additions to goodwill and other intangible assets of $ 30 million and $ 56 million , respectively, based on the allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed. Prisma is a global provider of radio access network test solutions that is expected to expand Keysight’s comprehensive end-to-end 5G test portfolio for the commercial communications ecosystem. The identified intangible assets primarily consisted of developed technology of $ 42 million , with an estimated useful life of 4 years .
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Supplemental Pro Forma Information (Unaudited)
Pro forma results of operations for 2020 and 2019 acquisitions have not been presented because the effects of the acquisitions were not material to the company’s financial results.
4.
REVENUE
Disaggregation of Revenue
We disaggregate our revenue from contracts with customers by geographic region, end market, and timing of transfer of products and services to customers, as we believe these categories best depict how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. Disaggregated revenue is presented for each of our reportable segments. Prior period amounts have been reclassified to conform to our organizational change as described in Note 21, "Segment Information."
Year Ended October 31, 2020
Year Ended October 31, 2019
Communications Solutions Group
Electronic Industrial Solutions Group
Total
Communications Solutions Group
Electronic Industrial Solutions Group
Total
(in millions)
(in millions)
Region
Americas
$
1,424
$
217
$
1,641
$
1,474
$
250
$
1,724
Europe
421
255
676
456
257
713
Asia Pacific
1,287
617
1,904
1,238
628
1,866
Total revenue
$
3,132
$
1,089
$
4,221
$
3,168
$
1,135
$
4,303
End Market
Aerospace, Defense & Government
$
928
$
—
$
928
$
975
$
—
$
975
Commercial Communications
2,204
—
2,204
2,193
—
2,193
Electronic Industrial
—
1,089
1,089
—
1,135
1,135
Total revenue
$
3,132
$
1,089
$
4,221
$
3,168
$
1,135
$
4,303
Timing of Revenue Recognition
Revenue recognized at a point in time
$
2,598
$
946
$
3,544
$
2,748
$
1,037
$
3,785
Revenue recognized over time
534
143
677
420
98
518
Total revenue
$
3,132
$
1,089
$
4,221
$
3,168
$
1,135
$
4,303
Contract Balances
The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets) and deferred revenue (contract liabilities) on our consolidated balance sheet. In addition, we defer and capitalize certain costs incurred to obtain a contract (contract costs).
Contract assets . Contract assets represent unbilled amounts from arrangements for which we have performed by transferring goods or services to the customer in advance of receiving all or partial consideration for such goods and services from the customer. Contract assets arise primarily from service agreements and products delivered pending a formal customer acceptance, which generally occurs within 30 days. The contract assets balance was $ 61 million and $ 34 million at October 31, 2020 and October 31, 2019, respectively, and is included in "accounts receivables, net" in our consolidated balance sheet.
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Contract costs . We recognize an asset for the incremental costs of obtaining a contract with a customer. We have determined that certain employee and third-party representative commissions programs meet the requirements to be capitalized. Employee commissions are based on the achievement of order volume compared to a sales target. Third-party representative commission costs relate directly to a customer contract as the commission is tied to orders contracted through and contracts arranged by our third-party representatives. Without obtaining the contracts, the commissions would not be paid and, as such, are determined to be an incremental cost to obtaining a contract. We only defer these costs when we have determined the commissions are, in fact, incremental and would not have been incurred absent the customer contract.
Capitalized incremental costs are allocated to the individual performance obligations in proportion to the transaction price allocated to each performance obligation and amortized based on the pattern of performance for the underlying performance obligation. Contract costs related to initial contracts and renewals are amortized over the same period because the commissions paid on both the initial contract and renewals are commensurate with one another.
The following table provides a roll-forward of our capitalized contract costs, current and non-current:
Year Ended October 31,
2020
2019
(in millions)
Balance at beginning of period
$
28
$
—
Costs capitalized on November 1, 2018 due to ASC 606 adoption
—
29
Costs capitalized during the period
86
63
Costs amortized during the period
( 83
)
( 64
)
Balance at end of period
$
31
$
28
Contract liabilities . Our contract liabilities consist of deferred revenue that arises when we receive consideration in advance of providing the goods or services promised in the contract. Contract liabilities are primarily generated from customer deposits received in advance of shipments for products or rendering of services and are recognized as revenue when services are provided to the customer. We classify deferred revenue as current or non-current based on the timing of when we expect to recognize revenue. Contract liabilities are recognized as revenue when services are provided to the customer.
Changes in contract liabilities, current and non-current, during 2020 were as follows:
Year Ended
October 31, 2020
(in millions)
Balance at October 31, 2019
$
510
Deferral of revenue billed in current period, net of recognition
377
Deferred revenue arising out of acquisitions
10
Revenue recognized that was deferred as of the beginning of the period
( 336
)
Foreign currency translation impact
5
Balance at October 31, 2020
$
566
Remaining Performance Obligations
Revenue expected to be recognized in any future period related to remaining performance obligations, excluding revenue pertaining to contracts that have an original expected duration of one year or less, was approximately $ 347 million as of October 31, 2020, and represents the company’s obligation to deliver products and services and obtain customer acceptance on delivered products. Since we typically invoice customers at contract inception, this amount is included in our current and long-term deferred revenue balances. As of October 31, 2020, we expect to recognize approximately 50 percent of the revenue related to these unsatisfied performance obligations during 2021 , 30 percent in 2022 and 20 percent thereafter .
5.
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 RSUs, ESPP, employee stock option awards, and performance share awards granted to selected members of our senior management under the LTP Program, based on estimated fair values.
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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 our board of directors on July 16, 2014, subsequently amended and restated by our board of directors on September 29, 2014 and on January 22, 2015 and became effective as of November 1, 2014. Our board of directors 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 was further amended and restated by our board of directors on November 16, 2017 to increase the maximum aggregate number of shares that may be issued under the 2014 Stock Plan to 21.8 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, 2020, approximately 7 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 were granted prior to November 1, 2016 and generally vest at a rate of 25 percent per year over a period of four years from the date of grant with 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 our board of directors approved the performance awards, part of the LTP 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 the contractual period if specified performance targets are met. The maximum contractual period for awards under the performance awards program is three years . These awards can be based on a variety of targets, such as total shareholder return ("TSR") or financial metrics, such as operating margin, cost synergies and others. The final award may vary from zero to 200 percent of the target award based on the actual performance. For TSR-based performance awards, the peer group comparisons are set at the beginning of the performance period. The performance targets for operating margin-based performance grants are set each year in the first quarter for that respective year. 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.
RSUs 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. RSUs 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 ESPP. 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 the 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 628,449 shares for $ 53 million in 2020, 810,172 shares for $ 48 million in 2019 and 885,110 shares for $ 36 million in 2018. As of October 31, 2020, common stock authorized and available for issuance under our ESPP was 19,863,757 shares, which includes shares issued in November 2020 to participants in consideration of the aggregate contribution of $ 27 million as of October 31, 2020.
Impact of Share-based Compensation Awards
Share-based compensation expense has been recognized using a straight-line amortization method. The impact of share-based compensation expense on our consolidated statement of operations was as follows:
Year Ended October 31,
2020
2019
2018
(in millions)
Cost of products and services
$
16
$
14
$
11
Research and development
19
16
10
Selling, general and administrative
58
52
38
Total share-based compensation expense
$
93
$
82
$
59
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The expense for 2020, 2019 and 2018 includes mark-to-market adjustments for financial metrics-based performance awards of $ 2 million , $ 8 million and zero , respectively. At October 31, 2020 and 2019, there was no share-based compensation expense capitalized within inventory. The income tax benefit realized from exercised stock options and similar awards was $ 12 million in 2020, $ 9 million in 2019 and $ 5 million in 2018 and was recorded as a component of income tax expense.
Valuation Assumptions
The following assumptions were used to estimate the fair value of TSR-based performance awards.
Year Ended October 31,
2020
2019
2018
Volatility of Keysight shares
28 %
25 %
25 %
Volatility of index
13 %
12 %
14 %
Price-wise correlation with selected peers
61 %
57 %
57 %
The TSR-based performance awards were valued using a Monte Carlo simulation model, which requires the use of highly subjective and complex assumptions, including the price volatility of the underlying stock. The estimated fair value of restricted stock awards and the financial metrics-based performance awards is determined based on the market price of Keysight’s common stock on the grant date. The compensation cost for financial metrics-based performance awards reflect the cost of awards that are probable to vest at the end of the performance period.
Share-based Payment Award Activity
Employee Stock Options: The following table summarizes 2020 activity related to stock option awarded to our employees and directors.
Options
Outstanding
Weighted
Average
Exercise Price
(in thousands)
Outstanding at October 31, 2019
559
$
28
Granted
—
—
Exercised
( 182
)
27
Forfeited and expired
—
—
Outstanding at October 31, 2020
377
$
28
The options outstanding and exercisable at October 31, 2020 were as follows:
Options Outstanding and Exercisable
Range of
Exercise Prices
Number
Outstanding
Weighted
Average
Remaining
Contractual
Life
Weighted
Average
Exercise
Price
Aggregate
Intrinsic
Value
(in thousands)
(in years)
(in thousands)
$0 - 25
98
1.8
$
20
$
8,335
$25.01 - 30
107
3.1
30
8,011
$30.01 - 40
172
4.0
31
12,714
377
3.2
$
28
$
29,060
The aggregate intrinsic value provided above represents the total pre-tax intrinsic value, based on Keysight's closing stock price of $ 104.87 at October 31, 2020, that would have been received 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, 2020 was approximately 0.4 million .
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The following table summarizes the aggregate intrinsic value of options exercised in 2020 , 2019 and 2018 :
Aggregate
Intrinsic Value
Weighted
Average
Exercise
Price
(in thousands)
Options exercised in fiscal 2018
$
28,985
$
26
Options exercised in fiscal 2019
$
39,094
$
27
Options exercised in fiscal 2020
$
13,877
$
27
As of October 31, 2020 , the unrecognized share-based compensation costs for outstanding stock option awards was zero .
Non-vested Awards
The following table summarizes non-vested award activity in 2020 for our LTP Program and restricted stock unit awards:
Shares
Weighted
Average
Grant Date Fair Value
(in thousands)
Non-vested at October 31, 2019
3,281
$
48
Granted
723
110
Vested
( 1,577
)
44
Forfeited
( 45
)
60
LTP Program incremental
252
45
Non-vested at October 31, 2020
2,634
$
67
As of October 31, 2020, the unrecognized share-based compensation cost for non-vested stock awards was approximately $ 59 million , which is expected to be amortized over a weighted average period of 2.3 years. The total fair value of stock awards vested was $ 167 million for 2020, $ 89 million for 2019 and $ 55 million for 2018. The increase in the fair value of stock awards in 2020 as compared to 2019 and 2018 was primarily due to the increase in our stock price.
See Note 6, "Income Taxes," for the tax impact on share-based award exercises and vesting.
6.
INCOME TAXES
The domestic and foreign components of income (loss) before taxes are:
Year Ended October 31,
2020
2019
2018
(in millions)
U.S. operations
$
68
$
20
$
( 532
)
Non-U.S. operations
693
695
121
Total income (loss) before taxes
$
761
$
715
$
( 411
)
The provision (benefit) for income taxes is comprised of:
Year Ended October 31,
2020
2019
2018
(in millions)
U.S. federal taxes:
Current
$
16
$
10
$
131
Deferred
1
( 8
)
46
Non-U.S. taxes:
Current
77
91
75
Deferred
36
14
( 832
)
State taxes, net of federal benefit:
Current
—
( 5
)
7
Deferred
4
( 8
)
( 3
)
Total provision (benefit) for income taxes
$
134
$
94
$
( 576
)
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The significant components of deferred tax assets and deferred tax liabilities included in the consolidated balance sheet are:
October 31,
2020
2019
Deferred
Tax Assets
Deferred Tax
Liabilities
Deferred
Tax Assets
Deferred Tax
Liabilities
(in millions)
Inventory
$
10
$
—
$
10
$
( 2
)
Intangibles
597
( 38
)
630
( 38
)
Property, plant and equipment
21
( 31
)
17
( 24
)
Warranty reserves
8
( 1
)
9
( 1
)
Pension benefits
90
( 84
)
86
( 76
)
Employee benefits, other than retirement
28
( 1
)
29
( 1
)
Net operating loss, capital loss, and credit carryforwards
286
—
283
—
Unremitted earnings of foreign subsidiaries
—
( 37
)
—
( 12
)
Share-based compensation
16
—
15
—
Deferred revenue
32
( 3
)
25
( 5
)
Other
10
( 11
)
14
( 12
)
Subtotal
1,098
( 206
)
1,118
( 171
)
Tax valuation allowance
( 238
)
—
( 240
)
—
Total deferred tax assets or deferred tax liabilities
$
860
$
( 206
)
$
878
$
( 171
)
The decrease in deferred tax assets in 2020 as compared to 2019 primarily relates to a decrease in intangible assets in Singapore due to amortization, partially offset by increases in U.K. net operating losses. The increase in deferred tax liabilities in 2020 as compared to 2019 primarily relates to an increase in taxes on unremitted earnings of foreign subsidiaries and a decrease in future pension liabilities in Japan. We have revised the 2019 deferred tax assets in the table above to increase by $167 million both the net operating loss deferred tax asset balance and offsetting valuation allowance for a net change of zero . This change is the result of the correction of an error that has no impact on the balance sheet or statement of operations. Accordingly, we have concluded that this 2019 error is not material.
As of October 31, 2020, there was a deferred tax liability of $ 37 million for the tax liability expected to be imposed upon the repatriation of unremitted foreign earnings that are not considered indefinitely reinvested. As of October 31, 2020, the cumulative amount of undistributed earnings considered indefinitely reinvested was $ 105 million . 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. The amount of the unrecognized deferred tax liability on the indefinitely reinvested earnings was $ 4 million .
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 $ 238 million and $ 240 million valuation allowances as of October 31, 2020 and 2019, respectively, are mainly related to net operating losses in Luxembourg, Netherlands and the U.K., capital losses in the U.K., and California research credits. The decrease in valuation allowance from October 31, 2019 to October 31, 2020 is primarily due to a decrease in valuation allowance on Netherlands net operating losses. We will maintain a valuation allowance until sufficient positive evidence exists to support reversal.
At October 31, 2020, we had U.S. federal net operating loss carryforwards of approximately $ 7 million and U.S. state net operating loss carryforwards, primarily acquired in the Ixia acquisition, of approximately $ 58 million . The U.S. federal net operating losses will expire in years beginning 2027 through 2029 if not utilized. Of the total U.S. state net operating loss carryforwards, $ 51 million was acquired in the Ixia acquisition. The U.S. state net operating loss carryforwards will begin to expire in 2029 , if not utilized. At October 31, 2020, we had California research credit carryforwards of approximately $ 19 million . The California research credits can be carried forward indefinitely. The U.S. federal and state net operating losses and tax credit carryforwards are subject to change of ownership limitations provided by the Internal Revenue Code and similar state provisions. At October 31, 2020, we also had foreign net operating loss carryforwards of approximately $ 979 million . Of this total foreign loss, $ 93 million will expire in years beginning 2023 through 2034 if not utilized, and $ 670 million will expire in years beginning 2035 through 2037 if not utilized. The remaining $ 216 million has an indefinite life. Of the $ 979 million of foreign net operating loss carryforward, $758 million is subject to a valuation allowance. At October 31, 2020, we had foreign capital loss carryforwards of approximately $ 145 million with an indefinite life and $ 4 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.
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The differences between the U.S. federal statutory income tax rate and our effective tax rate are:
Year Ended October 31,
2020
2019
2018
(in millions)
Profit(loss) before tax times statutory rate
$
160
$
150
$
( 96
)
State income taxes, net of federal benefit
4
( 6
)
2
Current U.S. tax on foreign earnings
39
48
210
Deferred taxes on foreign earnings not considered indefinitely reinvested
8
2
( 300
)
U.S. benefit on foreign sales
( 8
)
( 13
)
—
U.S. research credits
( 14
)
( 12
)
( 10
)
Non-U.S. income taxed at different rates
( 64
)
( 70
)
16
Change in unrecognized tax benefits
8
( 12
)
86
Share-based compensation
( 7
)
( 5
)
( 2
)
Officers’ compensation
5
4
2
Singapore tax incentive and amortization
—
—
( 591
)
Goodwill impairment
—
—
99
U.S. federal statutory tax rate change
—
—
10
Other, net
3
8
( 2
)
Provision (benefit) for income taxes
$
134
$
94
$
( 576
)
Effective tax rate
18
%
13
%
140
%
We benefit from tax incentives in several jurisdictions, most significantly in Singapore, that have granted us 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 thresholds of investments and employment or specific types of income in those jurisdictions. Singapore tax incentives are due for renewal in 2024. The incentive in Malaysia was due for renewal in 2020 for the period from 2021 to 2025. Keysight has received confirmation from the Malaysian Investment Development Authority that this incentive will be renewed for the period from 2021 to 2025. The impact of the tax incentives decreased income taxes by $ 53 million , $ 47 million and $ 567 million in 2020, 2019 and 2018, respectively. The benefit of the tax incentives on net income per share (diluted) was approximately $ 0.28 , $ 0.25 and $ 2.97 in 2020, 2019 and 2018, respectively. The decrease in the tax benefit from 2018 to 2019 is primarily due to the one-time impacts included in 2018 of the Singapore restructuring and tax incentive modifications that were completed in that year in response to Singapore tax law changes. Of the $ 2.97 benefit from the tax incentives on net income per share (diluted) in 2018, $ 2.75 relates to one-time items resulting from the Singapore restructuring.
For 2020, the effective tax rate was 18 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.
For 2019, the effective tax rate was 13 percent , which is lower than the U.S. statutory rate primarily due a higher percentage of earnings in the non-U.S. jurisdictions taxed at lower statutory rates. The increase in the effective tax rate from 2019 to 2020 is primarily due to a one-time rate benefit from a release of tax reserves in 2019 and an increase in 2020 of taxes in non-U.S. jurisdictions due to acquired entity integration offset by a decrease in U.S. taxes on non-U.S. earnings.
For 2018, the effective tax rate was 140 percent , which is higher than the U.S. statutory rate primarily due to the impact of U.S. tax law changes, the Singapore restructuring and tax incentive modifications completed in 2018 in response to Singapore tax law changes, and the tax impact of goodwill impairment.
The breakdown between current and long-term income tax assets and liabilities, excluding deferred tax assets and liabilities, was as follows for the years 2020 and 2019:
October 31,
2020
2019
(in millions)
Current income tax assets (included within other current assets)
$
53
$
40
Current income tax liabilities (included within income and other taxes payable)
( 40
)
( 35
)
Long-term income tax assets (included within other assets)
—
—
Long-term income tax liabilities (included within other long-term liabilities)
( 212
)
( 198
)
Total
$
( 199
)
$
( 193
)
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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 the payment of these additional 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. We include interest and penalties related to unrecognized tax benefits within the provision for income taxes in the consolidated statements of operations. Accrued interest and penalties are included on the related tax liability line in the consolidated balance sheet.
The aggregate changes in the balances of our unrecognized tax benefits including all federal, state and foreign tax jurisdictions are as follows:
2020
2019
2018
(in millions)
Gross Balance, beginning of year
$
226
$
234
$
146
Additions due to acquisition
—
9
—
Additions for tax positions related to the current year
13
18
100
Additions for tax positions from prior years
2
—
2
Reductions for tax positions from prior years
( 1
)
( 32
)
( 1
)
Settlements with taxing authorities
—
—
( 12
)
Statute of limitations expirations
( 3
)
( 3
)
( 1
)
Gross Balance, end of year
$
237
$
226
$
234
As of October 31, 2020, the total amount of gross unrecognized tax benefits, excluding interest and penalties, was $ 237 million , that, if recognized, $ 221 million would impact our effective tax rate. However, approximately $5 million of the unrecognized tax benefits were related to acquisitions, which if recognized within certain agreed upon time periods, would be offset due to an indemnification asset recognized. As of October 31, 2019, the total amount of gross unrecognized tax benefits, excluding interest and penalties, was $ 226 million , that if recognized, $ 216 million would impact our effective tax rate. As of October 31, 2018, the total amount of gross unrecognized tax benefits was $ 234 million , that if recognized, $ 227 million would impact our effective tax rate.
Cumulatively, interest and penalties accrued as of the end of October 31, 2020, 2019 and 2018 were $ 33 million , $ 28 million and $ 22 million , respectively. We recognized tax expense of $ 5 million , $ 2 million , and $ 2 million of interest and penalties related to unrecognized tax benefits in 2020, 2019 and 2018, respectively. We recorded an additional $ 4 million of interest and penalties related to unrecognized tax benefits in 2019 through purchase accounting related to acquisitions.
The open tax years for the IRS and most states are from November 1, 2015 through the current tax year. Keysight’s 2018 U.S. federal income tax return is currently under audit by the IRS. This is the year in which the Tax Cuts and Jobs Act was enacted and the one-time U.S. tax on earnings not previously repatriated to the U.S., known as the Transition Tax, was reported. For the majority of our foreign entities, the open tax years are from November 1, 2015 through the current tax year. For certain foreign entities, the tax years remain open, at most, back to the year 2008 . 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. This tax year pre-dates our separation from Agilent (the "Separation"). However, pursuant to the tax matters agreement between Agilent and Keysight that was finalized at the time of the Separation, for certain entities, including Malaysia, any historical tax liability is the responsibility of Keysight. In the fourth quarter of fiscal 2017, Keysight paid income taxes and penalties to the Malaysian Tax Authority of $ 68 million on gains related to intellectual property rights. Our appeal to the Special Commissioners of Income Tax in Malaysia was unsuccessful. An appeal has now been lodged with the High Court of Malaysia. The company believes there are numerous defenses to the current assessment; the statute of limitations for the 2008 tax year in Malaysia was closed, and the income in question is exempt from tax in Malaysia. The company is pursuing all avenues to resolve this issue favorably for the company.
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7.
NET INCOME PER SHARE
The following is a reconciliation of the numerator and denominator of the basic and diluted net income per share computations.
Year Ended October 31,
2020
2019
2018
(in millions)
Numerator:
Net income
$
627
$
621
$
165
Denominator:
Basic weighted-average shares
187
188
187
Potential common shares — stock options and other employee stock plans
2
3
4
Diluted weighted-average shares
189
191
191
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 and the dilutive effect of in-the-money options and non-vested RSUs. Under the treasury stock method, the amount the employee must pay for exercising stock options and unamortized share-based compensation expense are collectively assumed to be used to repurchase hypothetical shares.
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 years ended 2020, 2019 and 2018, we excluded zero shares from the calculation of diluted earnings per share. 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 and unamortized fair value collectively were greater than the average market price of our common stock because their effect would also be anti-dilutive. The number of shares excluded was not material in 2020, 2019 and 2018.
8.
SUPPLEMENTAL CASH FLOW INFORMATION
Net cash paid for income taxes was $ 84 million in 2020 , $ 103 million in 2019 and $ 27 million in 2018 . Higher tax payments in 2019 were primarily due to increased net income and payments on the tax liability established in 2018 related to U.S. tax legislation.
Cash paid for interest was $ 75 million in 2020, $ 76 million in 2019 and $ 79 million in 2018.
The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheet to the amount shown in the consolidated statement of cash flows:
October 31,
2020
2019
(in millions)
Cash and cash equivalents
$
1,756
$
1,598
Restricted cash included in other current assets
9
—
Restricted cash included in other assets
2
2
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows
$
1,767
$
1,600
Restricted cash included in other current assets primarily relates to short-term deficit reduction contribution to an escrow account for one of our non-U.S. defined benefit pension plans, and restricted cash included in other assets is primarily deposits held as collateral against bank guarantees.
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9.
INVENTORY
October 31,
2020
2019
(in millions)
Finished goods
$
342
$
317
Purchased parts and fabricated assemblies
415
388
Total inventory
$
757
$
705
Gross inventory-related excess and obsolescence charges recorded in total cost of products were $ 29 million in 2020 , $ 27 million in 2019 and $ 25 million in 2018 . We record excess and obsolete inventory charges for inventory at our sites as well as inventory at our contract manufacturers and suppliers, where we have non-cancellable purchase commitments.
10.
PROPERTY, PLANT AND EQUIPMENT, NET
October 31,
2020
2019
(in millions)
Land
$
67
$
65
Buildings and leasehold improvements
743
721
Machinery and equipment
1,224
1,137
Total property, plant and equipment
2,034
1,923
Accumulated depreciation of property, plant and equipment
( 1,439
)
( 1,347
)
Property, plant and equipment, net
$
595
$
576
Asset impairments were zero in 2020, 2019 and 2018. Depreciation expense was $ 104 million in 2020 , $ 96 million in 2019 and $ 103 million in 2018 .
11.
GOODWILL AND OTHER INTANGIBLE ASSETS
The goodwill balances as of October 31, 2020 , 2019 and 2018 and the movements in 2020 and 2019 for each of our reportable segments were as follows:
Communications Solutions Group
Electronic Industrial Solutions Group
Total
(in millions)
Goodwill at October 31, 2018
$
904
$
267
$
1,171
Foreign currency translation impact
8
—
8
Goodwill arising from acquisitions
30
—
30
Goodwill at October 31, 2019
942
267
1,209
Foreign currency translation impact
8
6
14
Goodwill arising from acquisitions
34
280
314
Goodwill at October 31, 2020
$
984
$
553
$
1,537
Components of goodwill:
Goodwill
$
1,613
$
267
$
1,880
Accumulated impairment losses
( 709
)
—
( 709
)
Goodwill at October 31, 2018
$
904
$
267
$
1,171
Goodwill
$
1,651
$
267
$
1,918
Accumulated impairment losses
( 709
)
—
( 709
)
Goodwill at October 31, 2019
$
942
$
267
$
1,209
Goodwill
$
1,693
$
553
$
2,246
Accumulated impairment losses
( 709
)
—
( 709
)
Goodwill at October 31, 2020
$
984
$
553
$
1,537
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O ther intangible assets as of October 31, 2020 and 2019 consisted of the following:
Other Intangible Assets as of October 31, 2020
Other Intangible Assets as of October 31, 2019
Gross Carrying Amount
Accumulated Amortization
Net Book Value
Gross
Carrying
Amount
Accumulated
Amortization
Net Book
Value
(in millions)
Developed technology
$
915
$
749
$
166
$
876
$
578
$
298
Backlog
17
14
3
13
13
—
Trademark/Tradename
35
25
10
34
21
13
Customer relationships
363
183
180
316
139
177
Non-compete agreements
1
1
—
1
1
—
Total amortizable intangible assets
1,331
972
359
1,240
752
488
In-Process R&D
2
—
2
2
—
2
Total
$
1,333
$
972
$
361
$
1,242
$
752
$
490
In 2020, we recorded additions to goodwill and other intangible assets of $ 314 million and $ 88 million , respectively, due to the acquisition of Eggplant and two other acquisitions. In 2019, we recorded additions to goodwill and other intangible assets of $ 30 million and $ 56 million , respectively, due to the acquisition of Prisma. For additional information on the acquisitions, see Note 3, "Acquisitions."
There was $ 2 million and $ 1 million foreign exchange translation impact to other intangible assets in 2020 and 2019 respectively.
Amortization of other intangible assets was $ 220 million in 2020, $ 210 million in 2019 and $ 204 million in 2018. Estimated intangible assets amortization expense for each of the five succeeding fiscal years is as follows:
Amortization expense
(in millions)
2021
$
166
2022
88
2023
65
2024
26
2025
9
Thereafter
5
Goodwill is assessed for impairment on a reporting unit basis at least annually in the fourth quarter, as of September 30, after the annual update to our long-term financial forecasts during our strategic planning cycle, or more frequently when events and circumstances occur indicating that the recorded goodwill may be impaired. The impairment test compares the fair value of a reporting unit with its carrying amount, with an impairment charge recorded for the amount by which the carrying amount exceeds the reporting unit’s fair value up to a maximum amount of the goodwill balance for the reporting unit. As defined in the authoritative guidance, a reporting unit is an operating segment or one level below an operating segment.
We determine fair values for each of the reporting units using the market approach, when available and appropriate, or the income approach, or a combination of both. If multiple valuation methodologies are used, the results are weighted appropriately. Valuations using the market approach are derived from metrics of publicly traded comparable companies. The selections of comparable businesses are based on the markets in which our reporting units operate, giving consideration to risk profiles, size, geography, and diversity of products and services. Under the income approach, fair value is determined based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate. We use our internal forecasts to estimate future cash flows and include an estimate of long-term future growth rates based on our most recent views of the long-term outlook for each business.
During the fourth quarter of 2020, we performed our annual impairment test of goodwill for all our reporting units using a qualitative approach. Based on the results of our qualitative testing, we believe that it is more-likely-than-not that the fair value of each reporting unit is greater than its respective carrying value. Additionally, we assessed goodwill for impairment upon completion of the organizational change in the first quarter of fiscal 2020 and determined that it was more-likely-than-not that the fair value of the reporting unit was greater than its carrying value. During interim periods of fiscal 2020, we had evaluated the impact of deterioration in overall global economic conditions as a result of the COVID-19 pandemic, including the change in our market capitalization and changes in forecasts for each reporting unit, and we determined that no triggering events had occurred during the year.
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As of October 31, 2020, we determined that no goodwill impairment exists and that the remaining goodwill is recoverable for all of our reporting units; however, there can be no assurance that additional goodwill will not be impaired in future periods. Estimating the fair value of reporting units requires the use of estimates and significant judgments that are based on a number of factors including actual operating results. It is possible that the judgments and estimates described above could change in future periods.
In 2019 we performed our annual impairment test of goodwill for all our reporting units using a qualitative approach, except for our previous ISG reporting unit, which was the only reporting unit in our previous ISG reportable segment, for which the test was performed using a quantitative approach. The income and market approaches were used to determine the fair value of the ISG reporting unit. With respect to the income approach, the discounted cash flow method was used, which included an eight-year future cash flow projection and an estimated terminal value. The market approach used revenue and EBITDA multiples to develop an estimate of fair value. A weighting of 60 percent and 40 percent was applied to the income and market approaches, respectively, to determine the fair value of the ISG reporting unit. The income approach was given a larger weighting based on the underlying detailed financial projections prepared during the strategic planning cycle that reflect the financial and operational facts and circumstances specific to ISG as of the valuation date. Based on the results of our annual impairment tests, the fair value of each of our reporting units exceeded the carrying value.
In 2018 we performed our annual impairment test of goodwill for all our reporting units using a qualitative approach, except for our previous ISG reporting unit, which was the only reporting unit in our previous ISG reportable segment, for which the test was performed using a quantitative approach since their revenue and earnings had not been consistent with originally projected results, thus requiring a reduction of our long-term financial forecasts included in our revised strategic plan. The income and market approaches were used to determine the fair value of the ISG reporting unit. With respect to the income approach, the discounted cash flow method was used, which included an eight-year future cash flow projection and an estimated terminal value. The market approach used revenue and EBITDA multiples to develop an estimate of fair value. A weighting of 60 percent and 40 percent was applied to the income and market approaches, respectively, to determine the fair value of the ISG reporting unit. The income approach was given a larger weighting based on the underlying detailed financial projections prepared during the strategic planning cycle that reflect the financial and operational facts and circumstances specific to ISG as of the valuation date. Based on the results of our testing, the fair value of our previous ISG reporting unit did not exceed the carrying value. The primary factors contributing to a reduction in fair value of ISG were weaker-than-expected market growth rates since acquisition and significant integration efforts in 2018 resulting in lower revenue and profitability trends included in our long-term financial forecasts. As a result, we recorded an impairment loss of $ 709 million for ISG in 2018.
12.
INVESTMENTS
The net book value of investments as of October 31, 2020 and 2019 was as follows:
October 31,
2020
2019
(in millions)
Long-Term
Equity investments
$
52
$
37
Equity investments - other
9
9
Total
$
61
$
46
Equity investments are reported at fair value, with gains or losses resulting from changes in fair value recognized in earnings. Equity investments without readily determinable fair values that are measured at cost adjusted for observable changes in price or impairments are presented as "Equity investments - other" in the table above.
All of our investments 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. There was no impairment recognized in 2020, 2019 and 2018. Realized gains and losses from the sale of investments are recorded in earnings.
Net recognized gains (losses) on equity investments were as follows:
Year Ended October 31,
2020
2019
2018
(in millions)
Net realized gains on investments sold
$
—
$
1
$
—
Net unrealized gains on investments still held
11
6
—
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Prior to adoption of ASU 2016-01 effective November 1, 2018 using a modified retrospective approach, the unrealized gain or loss resulting from a change in the fair value of our equity investments was recognized in accumulated other comprehensive income (loss) and was a loss of $ 17 million for 2018. During the year ended October 31, 2019, we received proceeds of $ 7 million from the sale of an investment, classified as “Equity investments – other,” which was sold at cost.
13.
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.
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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, 2020 and 2019 were as follows:
Fair Value Measurements as of October 31, 2020
Fair Value Measurements as of October 31, 2019
Total
Level 1
Level 2
Level 3
Other
Total
Level 1
Level 2
Level 3
Other
(in millions)
Assets:
Short-term
Cash equivalents
Money market funds
$
1,047
$
1,047
$
—
$
—
$
—
$
932
$
932
$
—
$
—
$
—
Derivative instruments (foreign exchange contracts)
3
—
3
—
—
2
—
2
—
—
Long-term
16
Derivative instruments (interest rate swaps)
23
—
23
—
—
—
—
—
—
—
Equity investments
52
52
—
—
—
37
37
—
—
—
Equity investments - other
9
—
—
—
9
9
—
—
—
9
Total assets measured at fair value
$
1,134
$
1,099
$
26
$
—
$
9
$
980
$
969
$
2
$
—
$
9
Liabilities:
—
Short-term
Derivative instruments (foreign exchange contracts)
$
4
$
—
$
4
$
—
$
—
$
6
$
—
$
6
$
—
$
—
Long-term
—
Deferred compensation liability
18
—
18
—
—
14
—
14
—
—
Total liabilities measured at fair value
$
22
$
—
$
22
$
—
$
—
$
20
$
—
$
20
$
—
$
—
Our money market funds and equity investments with readily determinable fair values are measured at fair value using quoted market prices and, therefore, are classified within Level 1 of the fair value hierarchy. Equity investments without readily determinable fair values that are measured at cost adjusted for observable changes in price or impairments are not categorized in the fair value hierarchy and are presented as "Equity investments - other" in the tables above. Our deferred compensation liability is 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.
Equity investments including securities that are earmarked to pay the deferred compensation liability and the deferred compensation liability are reported at fair value, with gains or losses resulting from changes in fair value recognized in earnings. Certain derivative instruments are reported at fair value, with unrealized gains and losses, net of tax, included in accumulated other comprehensive income (loss).
Financial Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis
Assets measured at fair value on a non-recurring basis consisted of goodwill and intangible assets for our former Ixia Solutions Group reporting unit. See Note 11, "Goodwill and Other Intangible Assets" for more information.
Goodwill
Fair value assessments of the reporting unit and the reporting unit's net assets, which are performed for goodwill impairments tests, are considered Level 3 measurements due to the significance of unobservable inputs developed using company-specific information. We considered a market approach as well as an income approach using the discounted cash flow model to determine the fair value of the reporting unit.
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Intangible Assets
We utilized an income approach for estimating the fair value of intangible assets. The future cash flows used in the analysis are based on internal cash flow projections based on our long-range plans and include significant assumptions by management. Accordingly, the fair value assessment of the long-lived assets is considered a Level 3 fair value measurement.
14.
DERIVATIVES
We are exposed to foreign currency exchange rate fluctuations and interest rate changes in the normal course of our business. As part of our risk management strategy, we use derivative instruments, primarily forward contracts 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 based on a rolling period of up to 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 derivative instrument included in the assessment of effectiveness are recognized in accumulated other comprehensive income and reclassified into earnings when the forecasted transaction occurs in the same financial statement line item in the consolidated statement of operations where the earnings effect of the hedged item is presented. 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 into earnings in the current period. Gains and losses on the derivative instrument representing hedge components excluded from the assessment of effectiveness are recognized immediately in earnings and are presented in the same financial statement line of the consolidated statement of operations where the earnings effect of the hedged item is presented. For hedges executed prior to February 1, 2020, these gains and losses are recognized immediately in earnings while for any new hedges, they are amortized on a straight line basis over the tenor of the hedge.
During the second quarter of 2020, we entered into forward starting interest rate swaps with an aggregate notional amount of $ 600 million associated with future interest payments on anticipated debt issuances through fiscal year 2024. The contract term allows us to lock-in a treasury rate on anticipated debt issuances. These derivative instruments are designated and qualify as cash flow hedges under the criteria prescribed in the authoritative guidance. The changes in fair value of these derivative instruments have been recognized in accumulated other comprehensive income (loss). For the year ended October 31, 2020, a gain of $ 23 million was recognized in accumulated other comprehensive income (loss). Amounts associated with these cash flow hedges will be reclassified to interest expense in the consolidated statement of operations when future interest payments on the anticipated debt occur.
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), net, 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.
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.
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The number of open foreign exchange forward contracts designated as "cash flow hedges" and "not designated as hedging instruments" was 202 and 61 , respectively, as of October 31, 2020. The aggregated notional amounts by currency and designation as of October 31, 2020 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
$
17
$
40
British Pound
—
( 91
)
Singapore Dollar
16
7
Malaysian Ringgit
80
12
Japanese Yen
( 82
)
( 50
)
Other currencies
( 16
)
9
Total
$
15
$
( 73
)
Derivative instruments are subject to master netting arrangements and are disclosed gross in the consolidated balance sheet. The gross fair values and balance sheet presentation of derivative instruments held as of October 31, 2020 and 2019 were as follows:
Fair Values of Derivative Instruments
Assets Derivatives
Liabilities Derivatives
Fair Value
Fair Value
Balance Sheet Location
October 31,
2020
October 31,
2019
Balance Sheet Location
October 31,
2020
October 31,
2019
(in millions)
Derivatives designated as hedging instruments:
Cash flow hedges
Foreign exchange contracts
Other current assets
$
2
$
1
Other accrued liabilities
$
3
$
2
Interest rate swap contracts:
Other assets
23
—
Other long-term liabilities
—
—
Derivatives not designated as hedging instruments:
Foreign exchange contracts
Other current assets
1
1
Other accrued liabilities
1
4
Total derivatives
$
26
$
2
$
4
$
6
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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:
2020
2019
2018
(in millions)
Derivatives designated as hedging instruments:
Cash flow hedges
Interest rate swap contracts:
Gain (loss) recognized in accumulated other comprehensive income (loss)
$
23
$
—
$
—
Foreign exchange contracts:
Gain (loss) recognized in accumulated other comprehensive income (loss)
( 3
)
( 5
)
—
Gain (loss) reclassified from accumulated other comprehensive income (loss) into earnings:
Cost of products
( 3
)
( 1
)
4
Selling, general and administrative
( 1
)
( 2
)
—
Gain (loss) excluded from effectiveness testing recognized in earnings based on changes in fair value:
Cost of products
2
3
—
Gain (loss) excluded from effectiveness testing recognized in earnings based on amortization approach:
Cost of products
1
—
—
Derivatives not designated as hedging instruments:
Gain (loss) recognized in other income (expense), net
$
4
$
( 5
)
$
4
The estimated amount at October 31, 2020 expected to be reclassified from accumulated other comprehensive income (loss) to earnings within the next twelve months is a loss of $ 1 million .
15.
RETIREMENT PLANS AND POST-RETIREMENT BENEFIT PLANS
General. The majority 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 that 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. Employees hired on or after August 1, 2015 are not eligible to participate in the RP or the Keysight Technologies, Inc. Health Plan for Retirees ("U.S. Post-Retirement Benefit Plan").
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, 2020 , the fair value of plan assets of the DPSP for U.S. employees was $ 250 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. Certain of our immaterial non-U.S. defined benefit plans are not included in these disclosures.
Eligible employees outside the U.S. generally receive retirement benefits under various retirement plans ("Non-U.S. Plans") based on 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. We provide matching contributions of up to 4 percent of annual eligible compensation for employees hired prior to August 1, 2015 and up to 6 percent for employees hired thereafter. The 401(k) Plan employer expense included in income from operations was $ 27 million in 2020, $ 25 million in 2019 and $ 23 million in 2018.
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 U.S. Post-Retirement Benefit Plans.
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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.
During the year ended October 31, 2020, the lump sum payments in our U.K. defined benefit plan were more than the sum of the service cost and interest cost components of net periodic benefit cost (“the threshold amount”), resulting in recognition of a settlement loss of $ 5 million . We also recognized a curtailment gain of $ 1 million in our Netherlands defined benefit plan for the year 2020. These are included in other income (expense) in the consolidated statement of operations.
On January 1, 2019, we transferred a portion of the assets and liabilities of our Switzerland defined benefit plan to an insurance company, resulting in the recognition of a settlement loss of $ 2 million , which is included in other income (expense) in the consolidated statement of operations.
For the years ended October 31, 2020 , 2019 and 2018 , 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
2020
2019
2018
2020
2019
2018
2020
2019
2018
(in millions)
Net periodic benefit cost (benefit)
Service cost — benefits earned during the period
$
23
$
20
$
24
$
15
$
14
$
14
$
1
$
1
$
1
Interest cost on benefit obligation
24
28
25
16
23
23
6
8
7
Expected return on plan assets
( 44
)
( 41
)
( 37
)
( 84
)
( 77
)
( 85
)
( 13
)
( 13
)
( 13
)
Amortization:
Net actuarial loss
18
10
12
34
27
25
10
9
16
Prior service credit
—
( 4
)
( 7
)
—
( 1
)
( 1
)
( 11
)
( 14
)
( 14
)
Net periodic benefit cost (benefit)
21
13
17
( 19
)
( 14
)
( 24
)
( 7
)
( 9
)
( 3
)
Curtailments and settlements
—
—
—
4
2
1
—
—
—
Total periodic benefit cost (benefit)
$
21
$
13
$
17
$
( 15
)
$
( 12
)
$
( 23
)
$
( 7
)
$
( 9
)
$
( 3
)
Other changes in plan assets and benefit obligations recognized in other comprehensive (income) loss
Net actuarial loss (gain)
$
64
$
77
$
( 11
)
$
81
$
78
$
41
$
9
$
11
$
( 1
)
Amortization:
Net actuarial loss
( 18
)
( 10
)
( 12
)
( 34
)
( 27
)
( 25
)
( 10
)
( 9
)
( 16
)
Prior service credit
—
4
7
—
1
1
11
14
14
Curtailments and settlements
—
—
—
( 4
)
( 2
)
( 1
)
—
—
—
Foreign currency
—
—
—
1
( 1
)
( 5
)
—
—
—
Total recognized in other comprehensive (income) loss
$
46
$
71
$
( 16
)
$
44
$
49
$
11
$
10
$
16
$
( 3
)
Total recognized in the periodic benefit cost (benefit) and other comprehensive (income) loss
$
67
$
84
$
1
$
29
$
37
$
( 12
)
$
3
$
7
$
( 6
)
We record the service cost component of net periodic benefit cost (benefit) in the same line item as other employee compensation costs. We record the non-service components of net periodic benefit cost (benefit), such as interest cost, expected return on assets, amortization of prior service cost, and actuarial gains or losses, within other income (expense) in the consolidated statement of operations.
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Funded status. As of October 31, 2020 and 2019 , 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
2020
2019
2020
2019
2020
2019
(in millions)
Change in fair value of plan assets:
Fair value — beginning of year
$
615
$
575
$
1,538
$
1,392
$
176
$
172
Actual return on plan assets
41
64
21
167
12
18
Employer contributions
100
—
10
26
—
—
Settlements
—
—
( 14
)
( 25
)
—
—
Benefits paid
( 34
)
( 24
)
( 36
)
( 43
)
( 13
)
( 14
)
Other
—
—
—
( 4
)
—
—
Currency impact
—
—
26
25
—
—
Fair value — end of year
$
722
$
615
$
1,545
$
1,538
$
175
$
176
Change in benefit obligation:
Benefit obligation — beginning of year
$
774
$
650
$
1,393
$
1,249
$
202
$
190
Service cost
23
20
15
14
1
1
Interest cost
24
28
16
23
6
8
Settlements
—
—
( 14
)
( 25
)
—
—
Curtailments
—
—
( 1
)
—
—
—
Actuarial loss (gain)
62
101
18
169
7
17
Benefits paid
( 35
)
( 25
)
( 36
)
( 43
)
( 13
)
( 14
)
Other
—
—
—
( 8
)
—
—
Currency impact
—
—
30
14
—
—
Benefit obligation — end of year
$
848
$
774
$
1,421
$
1,393
$
203
$
202
Overfunded (Underfunded) status of PBO
$
( 126
)
$
( 159
)
$
124
$
145
$
( 28
)
$
( 26
)
Amounts recognized in the consolidated balance sheet consist of:
Other assets
$
—
$
—
$
311
$
297
$
—
$
—
Employee compensation and benefits
( 1
)
( 1
)
—
—
—
—
Retirement and post-retirement benefits
( 125
)
( 158
)
( 187
)
( 152
)
( 28
)
( 26
)
Net asset (liability) (a)
$
( 126
)
$
( 159
)
$
124
$
145
$
( 28
)
$
( 26
)
Amounts recognized in accumulated other comprehensive income (loss):
Actuarial losses
$
225
$
179
$
487
$
444
$
28
$
29
Prior service credits
—
—
1
—
( 2
)
( 13
)
Total
$
225
$
179
$
488
$
444
$
26
$
16
The amounts in accumulated other comprehensive income expected to be amortized into net periodic benefit cost (benefit) during 2021 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
$
—
$
—
$
( 1
)
Amortization of actuarial net loss
$
24
$
40
$
11
Investment policies and strategies as of October 31, 2020 . 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 0 to 60 percent to equities, from 40 to 100 percent to fixed income investments, and from zero to 10 percent to cash and other, depending on the plan. All plans' assets are broadly diversified. Due to fluctuations in capital
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markets, our actual allocations of plan assets as of October 31, 2020 , 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. Investments in commingled funds are valued using the net asset value (“NAV”) method as a practical expedient. Investments valued using the NAV method are allocated across a broad array of funds and diversify the portfolio. The value of the plan assets directly affects the funded status of our pension and post-retirement benefit plans recorded in the financial statements.
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 13, "Fair Value Measurements."
Cash and Cash Equivalents - Cash and cash equivalents consist of short-term investment funds that are invested 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 generally classified as Level 2 investments except when the cash and cash equivalents are held in commingled funds, which have a daily 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 measured at NAV. Commingled funds that 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 that have daily NAVs derived from the underlying securities; these are classified as assets measured at NAV. Commingled funds that have quoted prices in active markets are classified as Level 1 investments.
The following tables present the fair value of U.S. Defined Benefit Plans assets classified under the appropriate level of the fair value hierarchy as of October 31, 2020 and 2019:
Fair Value Measurement
as of October 31, 2020 Using
October 31,
2020
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 (a)
(in millions)
Cash and cash equivalents
$
110
$
—
$
110
$
—
$
—
Equity
443
124
1
—
318
Fixed income
169
9
100
—
60
Total assets measured at fair value
$
722
$
133
$
211
$
—
$
378
(a) 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.
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Fair Value Measurement
as of October 31, 2019 Using
October 31,
2019
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 (a)
(in millions)
Cash and cash equivalents
$
14
$
—
$
14
$
—
$
—
Equity
428
130
1
—
297
Fixed income
173
14
101
—
58
Total assets measured at fair value
$
615
$
144
$
116
$
—
$
355
(a) 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 2020 and 2019.
The following tables present 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, 2020 and 2019:
Fair Value Measurement as of
October 31, 2020 Using
October 31,
2020
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 (a)
(in millions)
Cash and cash equivalents
$
4
$
—
$
4
$
—
$
—
Equity
123
34
—
—
89
Fixed income
48
3
28
—
17
Total assets measured at fair value
$
175
$
37
$
32
$
—
$
106
(a) 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, 2019 Using
October 31,
2019
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 (a)
(in millions)
Cash and cash equivalents
$
5
$
—
$
5
$
—
$
—
Equity
121
37
—
—
84
Fixed income
50
4
29
—
17
Total assets measured at fair value
$
176
$
41
$
34
$
—
$
101
(a) 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 the U.S. Post-Retirement Benefit Plan, there was no activity relating to assets measured at fair value using significant unobservable inputs (Level 3) during 2020 and 2019.
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The following tables present 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, 2020 and 2019:
Fair Value Measurement as of
October 31, 2020 Using
October 31,
2020
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 (a)
(in millions)
Cash and cash equivalents
$
—
$
—
$
—
$
—
$
—
Equity
452
150
—
—
302
Fixed income
1,093
—
221
—
872
Total assets measured at fair value
$
1,545
$
150
$
221
$
—
$
1,174
(a) 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, 2019 Using
October 31,
2019
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 (a)
(in millions)
Cash and cash equivalents
$
—
$
—
$
—
$
—
$
—
Equity
659
153
—
—
506
Fixed income
879
—
202
—
677
Total assets measured at fair value
$
1,538
$
153
$
202
$
—
$
1,183
(a) 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 2020 and 2019:
Year Ended
October 31,
2020
2019
(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
$
—
$
—
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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, 2020 and 2019:
2020
2019
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
$
848
$
722
$
774
$
615
U.S. defined benefit plans where fair value of plan assets exceeds PBO
—
—
—
—
Total
$
848
$
722
$
774
$
615
Non-U.S. defined benefit plans where PBO exceeds the fair value of plan assets
$
433
$
246
$
396
$
244
Non-U.S. defined benefit plans where fair value of plan assets exceeds PBO
988
1,299
997
1,294
Total
$
1,421
$
1,545
$
1,393
$
1,538
ABO
ABO
U.S. defined benefit plans where ABO exceeds the fair value of plan assets
$
784
$
722
$
720
$
615
U.S. defined benefit plans where the fair value of plan assets exceeds ABO
—
—
—
—
Total
$
784
$
722
$
720
$
615
Non-U.S. defined benefit plans where ABO exceeds the fair value of plan assets
$
421
$
246
$
383
$
244
Non-U.S. defined benefit plans where fair value of plan assets exceeds ABO
984
1,299
991
1,294
Total
$
1,405
$
1,545
$
1,374
$
1,538
Cont ributions and estimated future benefit payments . In 2020, we made a contribution of $ 100 million to our U.S. Defined Benefit Plan. For 2021, we are evaluating potential contributions to our U.S. Defined Benefit Plan or U.S. Post-Retirement Benefit Plan, although contributions are not required, and we expect to contribute $ 12 million to our 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)
2021
$
48
$
38
$
16
2022
$
53
$
41
$
17
2023
$
56
$
43
$
16
2024
$
56
$
45
$
16
2025
$
64
$
46
$
15
2026 - 2030
$
302
$
251
$
71
Assu mptions . The assumptions used to determine the benefit obligations and net periodic benefit cost 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, which is October 31. The U.S. discount rates as of October 31, 2020 and 2019 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, 2020 and 2019 were determined based on a granular approach, which discounts the expected plan benefit payments with rates from a high quality corporate bond yield curve. 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.
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Assu mptions used to calculate the net periodic benefit cost (benefit) were as follows:
Year ended October 31,
2020
2019
U.S. Defined Benefit Plans:
Discount rate
3.25 %
4.50 %
Average increase in compensation levels
3.00 %
3.00 %
Expected long-term return on assets
7.50 %
7.50 %
Non-U.S. Defined Benefit Plans:
Discount rate
0.79-1.89%
0.54-2.83%
Average increase in compensation levels
2.50-3.00%
2.50-3.00%
Expected long-term return on assets
3.50-6.50%
4.00-6.50%
U.S. Post-Retirement Benefits Plan:
Discount rate
3.00 %
4.25 %
Expected long-term return on assets
7.50 %
7.50 %
Current medical cost trend rate
6.25 %
6.00 %
Ultimate medical cost trend rate
4.50 %
4.00 %
Medical cost trend rate decreases to ultimate rate in year
2027
2029
Assumptions used to calculate the benefit obligation as of October 31, 2020 and 2019 were as follows:
Year ended October 31,
2020
2019
U.S. Defined Benefit Plans:
Discount rate
2.75 %
3.25
%
Average increase in compensation levels
3.00 %
3.00
%
Non-U.S. Defined Benefit Plans:
Discount rate
0.81-1.66%
0.79-1.89%
Average increase in compensation levels
2.50-2.75%
2.50-3.00%
U.S. Post-Retirement Benefits Plan:
Discount rate
2.25 %
3.00
%
Current medical cost trend rate
6.25 %
6.25
%
Ultimate medical cost trend rate
4.50 %
4.50
%
Medical cost trend rate decreases to ultimate rate in year
2028
2027
Heal th care trend rates did 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, 2020 and 2019.
16.
LEASES
We have operating leases for items including office space, order fulfillment, sales and service centers, R&D and certain equipment, primarily automobiles. Our leases have remaining terms of up to 14 years, some of which may include options to extend the leases for 3 to 5 years. We consider options to renew in our lease terms and measurement of ROU assets and lease liabilities if we determine they are reasonably certain to be exercised.
As of October 31, 2020, the weighted average lease term of our operating leases was 7.3 years and the weighted average discount rate of our operating leases was 3 percent.
Operating lease cost for the year ended October 31, 2020 was $ 49 million and variable lease cost was $ 16 million . Costs associated with our short-term leases were immaterial for the year ended October 31, 2020. Sublease income was immaterial for the year ended October 31, 2020.
Supplemental cash flow information related to our leases was as follows:
Year Ended
October 31, 2020
(in millions)
Cash paid for amounts included in the measurement of lease liabilities — operating cash flows
$
48
ROU assets obtained in exchange for operating lease obligations
$
67
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Amounts related to finance lease activities for the year ended October 31, 2020 were not material.
Maturity Analysis of Liabilities
Future minimum rents payable as of October 31, 2020 under non-cancellable operating leases with initial terms exceeding one year reconcile to lease liabilities included in the consolidated balance sheet as follows (in millions):
2021
$
49
2022
40
2023
28
2024
18
Thereafter
82
Total undiscounted lease liability
217
Imputed interest
25
Total discounted lease liability
$
192
As of October 31, 2020, we did not have material leases that had not yet commenced.
ASC 840 Comparative Disclosures
Total rent expense for operating leases was $ 70 million in 2019 and $ 60 million in 2018. We had capital lease obligations of $ 4 million as of October 31, 2019 and $ 4 million as of October 31, 2018.
Prior to the adoption of the new lease accounting standard, future minimum lease payments as of October 31, 2019 as reported in our Annual Report on Form 10-K for the fiscal year ended October 31, 2019 under non-cancellable operating leases with initial terms exceeding twelve months were as follows (in millions):
2020
$
48
2021
40
2022
31
2023
19
2024
12
Thereafter
46
Total future minimum lease payments
$
196
Lessor Disclosure
Rental income from leasing out excess facilities was $ 11 million for the year ended October 31, 2020, and is included in other operating expense (income), net. Other lessor arrangements were immaterial.
17.
GUARANTEES
Standard Warranty
Keysight warranties on products sold through direct sales channels are primarily for one year. Warranties for products sold through distribution channels are primarily for 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.
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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,
2020
2019
(in millions)
Beginning balance
$
38
$
45
Accruals for warranties, including change in estimates
24
28
Settlements made during the period
( 29
)
( 35
)
Ending balance
$
33
$
38
Accruals for warranties due within one year
$
20
$
23
Accruals for warranties due after one year
13
15
Ending balance
$
33
$
38
Indemnification Obligations Related to Transactions
In connection with acquisitions, divestitures, mergers, spin-offs and other transactions, we have agreed to indemnify certain parties for damages, losses, expenses and liabilities arising in the future but that were incurred prior to or are related to such transactions. The liabilities covered by these indemnifications include but are not limited to tax, employment, benefits, intellectual property, environmental, and other liabilities. We do not believe that our indemnification obligations related to such liabilities were material as of October 31, 2020 .
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 that provide for indemnification under similar and 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 do not believe that our indemnification obligations related to such claims were material as of October 31, 2020 .
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 do not believe that our indemnification obligations related to such claims were material as of October 31, 2020 .
18.
COMMITMENTS AND CONTINGENCIES
Commitments to contract manufacturers and suppliers. We purchase components from a variety of suppliers and use several contract manufacturers to provide manufacturing services for our products. During the normal course of business, we issue purchase orders with estimates of our requirements several months ahead of the delivery dates. The reported open purchase orders represent a commitment to our suppliers. Our agreements with suppliers for common materials provide us the option to cancel, reschedule, and adjust our requirements based on business needs. We expect to fulfill most of our purchase commitments for inventory within one year or based on mutually agreed terms.
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As of October 31, 2020, the non-cancellable purchase commitments aggregate to approximately $ 291 million , of which the majority is for less than one year.
Other purchase commitments. Other purchase commitments relate to contracts with professional services suppliers. We can typically cancel these contracts within 90 days without penalties. For those contracts that are not cancellable within 90 days without penalties, we disclose the amounts we are obligated to pay to a supplier under each contract in that period before such contract can be canceled. As of October 31, 2020 , our contractual obligations with these suppliers was approximately $ 52 million within the next fiscal year, as compared to approximately $ 69 million as of October 31, 2019.
Litigation and Contingencies. We are involved in lawsuits, claims, investigations and proceedings, including but not limited to patent, commercial and environmental matters that arise in the ordinary course of business. Although 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, the outcome of litigation is inherently uncertain and the outcome is difficult to predict. An adverse outcome in any outstanding lawsuit or proceeding could result in significant monetary damages or injunctive relief. If adverse results are above management’s expectations or are unforeseen, management may not have accrued for the liability, which could impact our results in a financial period.
19.
DEBT
The following table summarizes the components of our long-term debt:
October 31,
2020
2019
(in millions)
2024 Senior Notes at 4.55% ($600 face amount less unamortized costs of $2 and $3)
$
598
$
597
2027 Senior Notes at 4.60% ($700 face amount less unamortized costs of $5 and $5)
695
695
2029 Senior Notes at 3.00% ($500 face amount less unamortized costs of $4 and $4)
496
496
$
1,789
$
1,788
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 + 1.10 percent . 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. As of October 31, 2020, 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, 2020.
Other
During the year ended October 31, 2020, we repaid $ 7 million of debt assumed with the acquisition of Eggplant.
Long-Term Debt
The below senior notes are unsecured and rank equally in right of payment with all of our other senior unsecured indebtedness.
2024 Senior Notes
In October 2014, the company issued an aggregate principal amount of $ 600 million in unsecured 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.
92
2027 Senior Notes
In April 2017, the company issued an aggregate principal amount of $ 700 million in unsecured 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, are being amortized to interest expense over the term of the senior notes.
2029 Senior Notes
In October 2019, the company issued an aggregate principal amount of $ 500 million in unsecured senior notes ("2029 Senior Notes"). The 2029 Senior Notes were issued at 99.914 percent of their principal amount. The notes will mature on October 30, 2029 and bear interest at a fixed rate of 3.00 percent per annum. The interest is payable semi-annually on April 30 and October 30 of each year, commencing on April 30, 2020. We incurred issuance costs of $ 4 million in connection with the 2029 Senior Notes that, along with the debt discount are being amortized to interest expense over the term of the senior notes.
Letters of Credit
As of October 31, 2020 and October 31, 2019, we had $ 40 million and $ 37 million , respectively, of outstanding letters of credit and surety bonds unrelated to the credit facility that were issued by various lenders.
20.
STOCKHOLDERS' EQUITY
Stock Repurchase Program
On November 18, 2020, our board of directors approved a new stock repurchase program authorizing the purchase of up to $ 750 million of the company’s common stock. On May 29, 2019, our board of directors approved a stock repurchase program authorizing the purchase of up to $ 500 million of the company’s common stock, replacing a previously approved 2018 program authorizing the purchase of up to $ 350 million of the company's common stock.
Under our stock repurchase 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.
In 2020 we repurchased 4,274,366 shares of common stock for $ 410 million , nearly exhausting our $ 500 million share repurchase authorization from May 2019. In 2019 we repurchased 2,093,570 shares of common stock for $ 160 million . In 2018 we repurchased 2,075,460 shares of common stock for $ 120 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 loss
The following table summarizes the components of accumulated other comprehensive loss, net of tax effect:
October 31,
2020
2019
(in millions)
Foreign currency translation, net of tax (expense) of $(63) and $(63)
$
( 10
)
$
( 43
)
Unrealized losses on defined benefit plans, net of tax benefit of $139 and $113
( 605
)
( 532
)
Unrealized gains (losses) on derivative instruments, net of tax (expense) of $(5) and zero
16
( 3
)
Total accumulated other comprehensive loss
$
( 599
)
$
( 578
)
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Changes in accumulated other comprehensive loss by component and related tax effects were as follows:
Net defined benefit pension cost and post retirement plan costs:
Foreign currency translation
Actuarial Losses
Prior service credits
Unrealized gains (losses) on derivatives
Total
(in millions)
At October 31, 2018
$
( 60
)
$
( 445
)
$
19
$
( 2
)
$
( 488
)
Other comprehensive income (loss) before reclassifications
17
( 168
)
—
( 5
)
( 156
)
Amounts reclassified out of accumulated other comprehensive gain (loss)
—
49
( 19
)
3
33
Tax benefit (expense)
—
28
4
1
33
Other comprehensive income (loss)
17
( 91
)
( 15
)
( 1
)
( 90
)
At October 31, 2019
( 43
)
( 536
)
4
( 3
)
( 578
)
Other comprehensive income (loss) before reclassifications
33
( 155
)
—
20
( 102
)
Amounts reclassified out of accumulated other comprehensive gain (loss)
—
68
( 12
)
4
60
Tax benefit (expense)
—
23
3
( 5
)
21
Other comprehensive income (loss)
33
( 64
)
( 9
)
19
( 21
)
At October 31, 2020
$
( 10
)
$
( 600
)
$
( 5
)
$
16
$
( 599
)
Reclassifications out of accumulated other comprehensive loss 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,
2020
2019
(in millions)
Unrealized gain (loss) on derivatives
$
( 3
)
$
( 1
)
Cost of products
( 1
)
( 2
)
Selling, general and administrative
1
—
Benefit (provision) for income tax
( 3
)
( 3
)
Net of Income Tax
Net defined benefit pension cost and post retirement plan costs:
Net actuarial losses
( 68
)
( 49
)
Prior service credits
12
19
( 56
)
( 30
)
Total before income tax
10
7
Benefit (provision) for income tax
( 46
)
( 23
)
Net of income tax
Total reclassifications for the period
$
( 49
)
$
( 26
)
An amount in parentheses indicates a reduction to income and an increase to the accumulated other comprehensive loss.
Reclassifications of prior service credits and net actuarial losses 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."
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21.
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 the first quarter of fiscal 2020, we completed an organizational change to manage our former Ixia Solutions Group within our Communications Solutions Group to enable us to create improved go-to market and product development alignment as well as accelerate solution synergies as new technologies emerge. As a result of this organizational change, we now have two reportable operating segments, Communications Solutions Group and Electronic Industrial Solutions Group. Prior period segment results were revised to conform to the current presentation. The organizational structure continues to include centralized enterprise functions that provide support across the groups.
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 two reportable segments are as follows:
The Communications Solutions Group serves customers spanning the worldwide commercial communications and aerospace, defense and government end markets. The group's solutions consist of electronic design and test software, electronic measurement instruments, systems and related services. These solutions are used in the simulation, design, validation, manufacturing, installation and optimization of electronic equipment and networks.
The Electronic Industrial Solutions Group provides test and measurement solutions and related services across a broad set of electronic industrial end markets, focusing on high-value applications in the automotive and energy industry and measurement solutions for consumer electronics, education, general electronics design and manufacturing, and semiconductor design and manufacturing. The group provides electronic design and test software, electronic measurement instruments and systems and related services used in the simulation, design, validation, manufacturing, installation and optimization of electronic equipment. With the recent acquisition of Eggplant, a leading software test automation company, we now have the ability to provide automated software test capabilities that include artificial intelligence (AI) and machine learning to automatically identify, build and execute tests most critical to digital business success and a strong customer experience.
A significant portion of the segments' 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 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 considered to be a reasonable reflection of the utilization of services provided to or benefits received by the segments. Newly acquired businesses are not allocated these charges until integrated into our 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. Prior period amounts have been revised to conform to the new organizational structure.
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The profitability of each of the segments is measured after excluding share-based compensation expense, amortization of acquisition-related balances, acquisition and integration costs, restructuring and related costs, northern California wildfire-related impacts, goodwill impairment, legal settlement, gain on divestitures, interest income, interest expense and other items as noted in the reconciliations below.
Communications Solutions Group
Electronic Industrial Solutions Group
Total
Segments
(in millions)
Year ended October 31, 2020:
Total and segment revenue
$
3,132
$
1,089
$
4,221
Segment income from operations
$
773
$
296
$
1,069
Depreciation expense
$
81
$
23
$
104
Year ended October 31, 2019:
Total revenue
$
3,168
$
1,135
$
4,303
Amortization of acquisition-related balances
9
—
9
Total segment revenue
$
3,177
$
1,135
$
4,312
Segment income from operations
$
743
$
294
$
1,037
Depreciation expense
$
74
$
22
$
96
Year ended October 31, 2018:
Total revenue
$
2,807
$
1,071
$
3,878
Amortization of acquisition-related balances
36
—
36
Total segment revenue
$
2,843
$
1,071
$
3,914
Segment income from operations
$
490
$
245
$
735
Depreciation expense
$
80
$
23
$
103
The following table reconciles reportable segments' income from operations to our total enterprise income before taxes:
Year Ended October 31,
2020
2019
2018
(in millions)
Total reportable segments' income from operations
$
1,069
$
1,037
$
735
Share-based compensation
( 93
)
( 82
)
( 59
)
Restructuring and related costs
( 5
)
( 9
)
( 17
)
Amortization of acquisition-related balances
( 224
)
( 224
)
( 265
)
Acquisition and integration costs
( 13
)
( 9
)
( 49
)
Separation and related costs
—
—
( 2
)
Northern California wildfire-related impacts
32
—
( 7
)
Goodwill impairment
—
—
( 709
)
Legal settlement
—
—
( 25
)
Gain on divestitures
—
1
20
Other
( 1
)
( 3
)
( 16
)
Income (loss) from operations, as reported
765
711
( 394
)
Interest income
11
23
12
Interest expense
( 78
)
( 80
)
( 83
)
Other income (expense), net
63
61
54
Income (loss) before taxes, as reported
$
761
$
715
$
( 411
)
Major customers. No customer represented 10 percent or more of our total revenue in 2020 , 2019 or 2018 .
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The following table presents assets and capital expenditures directly managed by each segment. Unallocated assets primarily consist of cash and cash equivalents, prepaid expenses, investments, long-term and other receivables and other assets. Prior period amounts have been reclassified to conform to the current period presentation.
Communications Solutions Group
Electronic Industrial Solutions Group
Total
Segments
(in millions)
As of and for the year ended October 31, 2020:
Segment assets
$
3,832
$
1,334
$
5,166
Capital expenditures
$
90
$
27
$
117
As of and for the year ended October 31, 2019:
Segment assets
$
3,649
$
916
$
4,565
Capital expenditures
$
91
$
29
$
120
The following table reconciles segment assets to our total assets:
October 31,
2020
2019
(in millions)
Total reportable segments' assets
$
5,166
$
4,565
Cash and cash equivalents
1,756
1,598
Long-term investments
61
46
Long-term deferred tax assets
740
755
Accumulated amortization of intangibles
( 972
)
( 752
)
Other unallocated assets
467
411
Total assets
$
7,218
$
6,623
The other unallocated assets primarily includes pension assets.
The following tables present summarized information for revenue and long-lived assets by geographic region. Revenues from external customers are generally attributed to countries based upon the customer's location. Long-lived assets consist of property, plant, and equipment, operating lease right-of-use assets and other long-term assets excluding intangible assets.
United
States
China (1)
Japan
Rest of the
World
Total
(in millions)
Revenue:
Year ended October 31, 2020
$
1,523
$
863
$
367
$
1,468
$
4,221
Year ended October 31, 2019
$
1,584
$
822
$
389
$
1,508
$
4,303
Year ended October 31, 2018
$
1,398
$
710
$
342
$
1,428
$
3,878
(1) China also includes Hong Kong revenue.
United
States
Japan
Malaysia
U.K.
Rest of the
World
Total
(in millions)
Long-lived assets:
October 31, 2020
$
387
$
272
$
81
$
179
$
251
$
1,170
October 31, 2019
$
314
$
245
$
75
$
177
$
129
$
940
22.
IMPACT OF THE 2017 NORTHERN CALIFORNIA WILDFIRES
In 2020 we recognized an operating gain of $ 32 million in other operating expense (income), net, as a result of a final insurance settlement of $ 37 million for replacement of capital and recovery of expenses associated with the 2017 northern California wildfires. In 2019 and 2018, we recognized operating expenses of $ 3 million and $ 7 million , respectively, net of expected insurance recoveries, and received insurance proceeds of $ 22 million and $ 68 million , respectively.
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QUARTERLY SUMMARY
(Unaudited)
Three Months Ended
January 31,
April 30,
July 31,
October 31,
(in millions, except per share data)
2020
Revenue
$
1,095
$
895
$
1,011
$
1,220
Gross profit
$
655
$
516
$
606
$
756
Income from operations
$
203
$
102
$
182
$
278
Net income
$
163
$
71
$
176
$
217
Net income per share:
Basic
$
0.87
$
0.38
$
0.94
$
1.17
Diluted
$
0.86
$
0.37
$
0.93
$
1.15
Weighted average shares used in computing net income per share:
Basic
188
187
187
186
Diluted
191
189
190
188
2019
Revenue
$
1,006
$
1,090
$
1,087
$
1,120
Gross profit
$
578
$
648
$
643
$
665
Income from operations
$
121
$
185
$
197
$
208
Net income
$
114
$
153
$
159
$
195
Net income per share:
Basic
$
0.61
$
0.81
$
0.85
$
1.04
Diluted
$
0.60
$
0.80
$
0.83
$
1.02
Weighted average shares used in computing net income per share:
Basic
187
188
188
187
Diluted
190
191
191
191
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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.