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EX-32.2 - EXHIBIT 32.2 - Keysight Technologies, Inc.keys-07312018xex322.htm
EX-32.1 - EXHIBIT 32.1 - Keysight Technologies, Inc.keys-07312018xex321.htm
EX-31.2 - EXHIBIT 31.2 - Keysight Technologies, Inc.keys-07312018xex312.htm
EX-31.1 - EXHIBIT 31.1 - Keysight Technologies, Inc.keys-07312018xex311.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
 
(MARK ONE) 
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. 
FOR THE QUARTERLY PERIOD ENDED JULY 31, 2018 
OR 
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. 
FOR THE TRANSITION PERIOD FROM              TO        
 COMMISSION FILE NUMBER: 001-36334
 KEYSIGHT TECHNOLOGIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
 
46-4254555
(State or other jurisdiction of
 
(IRS employer
incorporation or organization)
 
Identification no.)
 
 
 
1400 FOUNTAINGROVE PARKWAY
 
 
SANTA ROSA, CALIFORNIA
 
95403
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code: (800) 829-4444  
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes x  No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x  No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the exchange act.
Large accelerated filer x
 
Accelerated filer ¨
 
 
 
Non-accelerated filer ¨
 
Smaller reporting company ¨
 
 
 
(do not check if a smaller reporting company)
 
Emerging growth company ¨
 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes ¨ No x 
The number of shares of common stock outstanding at August 30, 2018 was 187,428,054




KEYSIGHT TECHNOLOGIES, INC.
TABLE OF CONTENTS
 

2


PART I
— FINANCIAL INFORMATION
 
ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
 
KEYSIGHT TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(in millions, except per share data)
(Unaudited)
 
 
Three Months Ended
 
Nine Months Ended
 
July 31,
 
July 31,
 
2018
 
2017
 
2018
 
2017
Net revenue:
 

 
 

 
 
 
 
Products
$
842

 
$
695

 
$
2,356

 
$
1,935

Services and other
162

 
137

 
475

 
376

Total net revenue
1,004

 
832

 
2,831

 
2,311

Costs and expenses:
 
 
 
 
 
 
 
Cost of products
359

 
349

 
1,063

 
876

Cost of services and other
80

 
72

 
233

 
207

Total costs
439

 
421

 
1,296

 
1,083

Research and development
151

 
132

 
453

 
359

Selling, general and administrative
289

 
286

 
877

 
755

Other operating expense (income), net
(3
)
 
(3
)
 
(18
)
 
(86
)
Total costs and expenses
876

 
836

 
2,608

 
2,111

Income (loss) from operations
128

 
(4
)
 
223

 
200

Interest income
3

 
2

 
8

 
5

Interest expense
(20
)
 
(22
)
 
(63
)
 
(58
)
Other income (expense), net
2

 
(1
)
 
5

 
2

Income (loss) before taxes
113

 
(25
)
 
173

 
149

Provision (benefit) for income taxes
(8
)
 
(7
)
 
(106
)
 
9

Net income (loss)
$
121

 
$
(18
)
 
$
279

 
$
140

 
 
 
 
 
 
 
 
Net income (loss) per share:
 

 
 

 
 
 
 
Basic
$
0.64

 
$
(0.10
)
 
$
1.49

 
$
0.78

Diluted
$
0.63

 
$
(0.10
)
 
$
1.46

 
$
0.78

 
 
 
 
 
 
 
 
Weighted average shares used in computing net income (loss) per share:
 
 
 
 
 
 
Basic
188

 
186

 
187

 
178

Diluted
191

 
186

 
191

 
180


The accompanying notes are an integral part of these condensed consolidated financial statements.


3


KEYSIGHT TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(in millions)
(Unaudited)
 
Three Months Ended
 
Nine Months Ended
 
July 31,
 
July 31,
 
2018
 
2017
 
2018
 
2017
Net income (loss)
$
121

 
$
(18
)
 
$
279

 
$
140

Other comprehensive income (loss):
 
 
 
 
 
 
 
Unrealized gain (loss) on investments, net of tax benefit of zero, $1, $1 and $1
(7
)
 

 
(9
)
 
4

Unrealized gain (loss) on derivative instruments, net of tax benefit (expense) of $(1), zero, $(1) and $(1)

 
1

 
2

 
2

Amounts reclassified into earnings related to derivative instruments, net of tax benefit (expense) of $1, zero, $1 and $(1)

 
(1
)
 
(3
)
 

Foreign currency translation, net of tax benefit (expense) of zero
(29
)
 
15

 
(1
)
 

Net defined benefit pension cost and post retirement plan costs:
 
 
 
 
 
 
 
Change in actuarial net loss, net of tax expense of $4, $6, $11 and $24
9

 
12

 
30

 
52

Change in net prior service credit, net of tax benefit of $2, $2, $5 and $6
(3
)
 
(4
)
 
(11
)
 
(12
)
Other comprehensive income (loss)
(30
)
 
23

 
8

 
46

Total comprehensive income
$
91

 
$
5

 
$
287

 
$
186


The accompanying notes are an integral part of these condensed consolidated financial statements.


4


KEYSIGHT TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(in millions, except par value and share data)

 
July 31,
2018
 
October 31,
2017
 
(unaudited)
 
 
ASSETS
 

 
 

Current assets:
 

 
 

Cash and cash equivalents
$
742

 
$
818

Accounts receivable, net
597

 
547

Inventory
609

 
588

Other current assets
234

 
224

Total current assets
2,182

 
2,177

Property, plant and equipment, net
549

 
530

Goodwill
1,888

 
1,882

Other intangible assets, net
702

 
855

Long-term investments
54

 
63

Long-term deferred tax assets
186

 
186

Other assets
285

 
240

Total assets
$
5,846

 
$
5,933

LIABILITIES AND EQUITY
 
 
 
Current liabilities:
 

 
 

Current portion of long-term debt
$

 
$
10

Accounts payable
231

 
211

Employee compensation and benefits
213

 
217

Deferred revenue
333

 
291

Income and other taxes payable
45

 
28

Other accrued liabilities
78

 
62

Total current liabilities
900

 
819

Long-term debt
1,790

 
2,038

Retirement and post-retirement benefits
220

 
309

Long-term deferred revenue
122

 
101

Other long-term liabilities
201

 
356

Total liabilities
3,233

 
3,623

Commitments and contingencies (Note 13)


 


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; 191 million shares at July 31, 2018 and 188 million shares at October 31, 2017 issued
2

 
2

Treasury stock at cost; 3.7 million shares at July 31, 2018 and 2.3 million shares at October 31, 2017
(142
)
 
(62
)
Additional paid-in-capital
1,876

 
1,786

Retained earnings
1,326

 
1,041

Accumulated other comprehensive loss
(449
)
 
(457
)
Total stockholders' equity
2,613

 
2,310

Total liabilities and equity
$
5,846

 
$
5,933

 
The accompanying notes are an integral part of these condensed consolidated financial statements.

5


KEYSIGHT TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(in millions)
(Unaudited)
 
Nine Months Ended
 
July 31,
 
2018
 
2017
Cash flows from operating activities:
 

 
 

Net income
$
279

 
$
140

Adjustments to reconcile net income to net cash provided by operating activities:
 

 
 

Depreciation
78

 
70

Amortization
155

 
83

Share-based compensation
48

 
44

Debt issuance expense

 
9

Deferred tax benefit
(227
)
 
(43
)
Excess and obsolete inventory-related charges
20

 
12

Gain on sale of assets and divestiture
(8
)
 
(8
)
Asset impairment

 
7

Pension curtailment and settlement gains

 
(68
)
Other non-cash expenses, net
9

 
1

Changes in assets and liabilities:
 

 
 

Accounts receivable
(55
)
 
14

Inventory
(43
)
 
10

Accounts payable
13

 
(17
)
Employee compensation and benefits
(2
)
 
(33
)
Deferred revenue
65

 
58

Income taxes payable
96

 
8

Retirement and post-retirement benefits
(116
)
 
(10
)
Other assets and liabilities
8

 
(12
)
Net cash provided by operating activities
320

 
265

 
 
 
 
Cash flows from investing activities:
 

 
 

Investments in property, plant and equipment
(98
)
 
(54
)
Proceeds from sale of property, plant and equipment

 
8

Proceeds from sale of investments

 
42

Proceeds from divestiture
12

 

Acquisition of businesses and intangible assets, net of cash acquired
(11
)
 
(1,642
)
Net cash used in investing activities
(97
)
 
(1,646
)
 
 
 
 
Cash flows from financing activities:
 

 
 

Proceeds from issuance of common stock under employee stock plans
62

 
51

Proceeds from issuance of common stock under public offering

 
444

Payment of taxes related to net share settlement of equity awards
(18
)
 
(12
)
Proceeds from short-term borrowings
40

 
170

Proceeds from issuance of long-term debt

 
1,069

Payment of debt issuance costs

 
(16
)
Repayment of debt and credit facility
(300
)
 
(240
)
Treasury stock repurchases
(80
)
 

Net cash provided (used) by financing activities
(296
)
 
1,466

 
 
 
 
Effect of exchange rate movements
(3
)
 
5

 
 
 
 
Net increase (decrease) in cash and cash equivalents
(76
)
 
90

Cash and cash equivalents at beginning of period
818

 
783

Cash and cash equivalents at end of period
$
742

 
$
873


The accompanying notes are an integral part of these condensed consolidated financial statements.

6


KEYSIGHT TECHNOLOGIES, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

1.
OVERVIEW, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Overview. Keysight Technologies, Inc. ("we", "us", "Keysight" or the "company"), incorporated in Delaware on December 6, 2013, is a measurement company providing electronic design and test solutions to communications and electronics industries. Following the acquisition of Ixia on April 18, 2017, the company also provides testing, visibility, and security solutions, strengthening applications across physical and virtual networks for enterprises, service providers, and network equipment manufacturers.
Our fiscal year-end is October 31, and our fiscal quarters end on January 31, April 30 and July 31. Unless otherwise stated, these dates refer to our fiscal year and fiscal quarters.
Basis of Presentation. We have prepared the accompanying financial statements pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the U.S. ("GAAP") have been condensed or omitted pursuant to such rules and regulations. The accompanying financial statements and information should be read in conjunction with our Annual Report on Form 10-K.
In the opinion of management, the accompanying condensed consolidated financial statements contain all normal and recurring adjustments necessary to state fairly our condensed consolidated balance sheet as of July 31, 2018 and October 31, 2017, condensed consolidated statement of comprehensive income for the three and nine months ended July 31, 2018 and 2017, condensed consolidated statement of operations for the three and nine months ended July 31, 2018 and 2017, and condensed consolidated statement of cash flows for the nine months ended July 31, 2018 and 2017.
Use of Estimates. The preparation of condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in our condensed consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and various other assumptions believed to be reasonable. Although these estimates are based on management’s knowledge of current events and actions that may impact the company in the future, actual results may be different from the estimates. Our critical accounting policies are those that affect our financial statements materially and involve difficult, subjective or complex judgments by management. Those policies are revenue recognition, inventory valuation, share-based compensation, retirement and post-retirement plan assumptions, valuation of goodwill and other intangible assets, warranty, restructuring, and accounting for income taxes.
Land Sale. On April 30, 2014 we entered into a binding contract to sell land in the United Kingdom ("U.K.") that resulted in the transfer of three separate land tracts in May 2014, November 2015 and November 2016 for £21 million. In the nine months ended July 31, 2017, we recognized a gain of $8 million on the sale of the land tracts in other operating expense (income).
Restricted Cash. As of both July 31, 2018 and October 31, 2017, restricted cash of approximately $2 million consisted of deposits held as collateral against bank guarantees and is classified within other assets in the condensed consolidated balance sheet.
Update to Significant Accounting Policies. There have been no material changes to our significant accounting policies, as compared to the significant accounting policies described in our Annual Report on Form 10-K for the fiscal year ended October 31, 2017.
2. NEW ACCOUNTING PRONOUNCEMENTS
Accounting Standards Update ("ASU") 2014-09, Revenue From Contracts With Customers. In May 2014, the Financial Accounting Standards Board ("FASB") issued guidance which will replace numerous requirements in GAAP, including industry-specific requirements, and provide companies with a single revenue recognition model for recognizing revenue from contracts with customers. The core principle of the new standard is that a company should recognize revenue to show the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In July 2015, the FASB deferred the effective date by one year to December 15, 2017 for annual reporting periods beginning after that date. The FASB also permitted early adoption of the standard, but not before the original effective date of December 15, 2016. During 2016, the FASB issued several amendments to the standard, including clarification to the guidance on reporting revenues as a principal versus an agent, identifying performance obligations, accounting for intellectual property licenses, assessing collectability, presentation of sales taxes, impairment testing for contract costs and disclosure of performance obligations.

7


The two permitted transition methods under the new standard are (1) the full retrospective method, in which case the standard would be applied to each prior reporting period presented, and the cumulative effect of applying the standard would be recognized at the earliest period shown, or (2) the modified retrospective method, in which case the cumulative effect of applying the standard would be recognized at the date of initial application. We currently anticipate adopting the standard on November 1, 2018 under the modified retrospective transition method. Based on the progress to date, we have not identified any material impacts of the new standard on the amount and timing of revenue recognition to our consolidated statement of operations. We expect recognition of revenue for a majority of customer contracts to remain substantially unchanged. While we are continuing to assess all potential impacts of the standard, we currently believe the most significant impact relates to our accounting for software license revenue, as under the new standard we expect to recognize software license revenue at the time of delivery rather than over the contractual term since control of the software license is transferred, and our performance obligation is satisfied at that point in time. The new standard will also require certain costs, primarily sales-related commissions on contracts greater than one year in duration, to be capitalized rather than expensed as currently.
ASU 2016-02, Leases. In February 2016, the FASB issued guidance that will require organizations that lease assets to recognize assets and liabilities for leases with lease terms of more than 12 months. Consistent with current GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease. However, unlike current GAAP, which requires only capital leases to be recognized on the balance sheet, the new guidance will require both types of leases to be recognized on the balance sheet. We expect our leases designated as operating leases in Note 17 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended October 31, 2017 will be reported on the consolidated balance sheets upon adoption. The standard is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. We are evaluating the impact of adopting this guidance and related amendments on our consolidated financial statements.
ASU 2016-09, Improvements to Employee Share-Based Payment Accounting. In March 2016, the FASB issued guidance that amends the accounting for stock-based compensation and requires excess tax benefits and deficiencies to be recognized as a component of income tax expense rather than equity. The inclusion of excess tax benefits and deficiencies as a component of income tax expense will increase volatility within our provision for income taxes as the amount of excess tax benefits or deficiencies from stock-based compensation awards depends on our stock price at the date the awards vest. This guidance also requires excess tax benefits and deficiencies to be presented as operating activity in the statement of cash flows and allows an entity to make an accounting policy election to either estimate expected forfeitures or to account for them as they occur. We adopted this guidance during the first quarter of 2018 and elected to recognize forfeitures as they occur. As a result, a $6 million cumulative-effect adjustment was recorded directly to retained earnings as of November 1, 2017, the beginning of the annual period of adoption, with a corresponding reduction to deferred tax liabilities. Additionally, we reported an income tax benefit of $4 million for the nine months ended July 31, 2018 due to recognition of excess tax benefits from share-based compensation.
We elected to apply the presentation requirements for cash flows related to excess tax benefits and employee taxes paid for withheld shares retrospectively to all periods presented, which resulted in the following change to our previously reported condensed consolidated statement of cash flows for the nine months ended July 31, 2017:
 
Nine Months Ended
July 31, 2017
 
As Originally
Reported
 
As
Adjusted
 
Change
 
(in millions)
Net cash provided by operating activities
$
249

 
$
265

 
$
16

Net cash provided by financing activities
$
1,482

 
$
1,466

 
$
(16
)
ASU 2017-07 Improving the Presentation of Net Periodic Pension Cost and Net Periodic Post-retirement Benefit Cost. In March 2017, the FASB issued guidance that requires the service cost component of net periodic pension cost and net periodic postretirement benefit cost to be included in operating expenses (together with other employee compensation costs) and the other components of the cost to be presented in the statement of operations separately from the service cost component and outside of income from operations. The standard is effective for annual and interim periods beginning after December 31, 2017. Early adoption is permitted. We currently anticipate adopting the standard on November 1, 2018. See Note 12 herein and Note 15 to the consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended October 31, 2017 for the amount of each component of net periodic pension and postretirement benefit costs we have reported historically. The amounts of net periodic pension and post-retirement benefit costs in these filings are not necessarily indicative of future amounts that may arise in years following implementation of the new accounting pronouncement.

8


ASU 2017-09, Scope of Modification Accounting. In May 2017, the FASB issued guidance that clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. Specifically, an entity would not apply modification accounting if the fair value, vesting conditions, and classification of the awards are the same immediately before and after the modification. The standard is effective for fiscal years beginning after December 31, 2017, and interim periods within those fiscal years. Early adoption is permitted. We do not expect a material impact to our consolidated financial statements due to the adoption of this guidance.
ASU 2017-12, Targeted Improvements to Accounting for Hedging Activities. In August 2017, the FASB issued guidance to enable entities to better portray the economics of their risk management activities in the financial statements and enhance transparency and understandability of hedge results. The standard is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. We are evaluating the impact of adopting this guidance on our consolidated financial statements.
ASU 2018-02, Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income. In February 2018, the FASB issued guidance that allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act enacted in December 2017. The standard is effective for fiscal years beginning after December 15, 2018. Early adoption is permitted. We are evaluating the impact of adopting this guidance on our consolidated financial statements.
ASU 2018-07, Improvements to Nonemployee Share-Based Payment Accounting. In June 2018, the FASB issued guidance to simplify the accounting for share-based payments to nonemployees by aligning it with the accounting for share-based payments to employees, with certain exceptions. The standard is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. We do not expect a material impact to our consolidated financial statements due to the adoption of this guidance.
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
For a description of the company’s acquisition activity for the year ended October 31, 2017 reference is made to Note 3, “Acquisitions” included in our Annual Report on Form 10-K for the fiscal year ended October 31, 2017.
The following represents pro forma operating results as if Ixia had been included in the company's condensed consolidated statements of operations as of the beginning of fiscal 2017. Pro forma results of operations for ScienLab have not been presented because the effects of the acquisition were not material to the company’s financial results.
 
 
Nine Months Ended
in millions, except per share amounts
 
July 31, 2017
Net revenue
 
$
2,560

Net income
 
$
143

Net income per share - Basic
 
$
0.77

Net income per share - Diluted
 
$
0.76

The unaudited pro forma financial information for the nine months ended July 31, 2017 combines the historical results of Keysight and Ixia for the nine months ended July 31, 2017, assuming that the companies were combined as of November 1, 2016 and include business combination accounting effects from the acquisition including amortization and depreciation charges from acquired intangible assets, property plant and equipment, interest expense on the financing transactions used to fund the acquisition and acquisition-related transaction costs and tax-related effects. The pro forma information as presented above is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of fiscal 2017.
4.     SHARE-BASED COMPENSATION
Keysight accounts for share-based awards in accordance with the provisions of the authoritative accounting guidance, which requires the measurement and recognition of compensation expense for all share-based payment awards made to our employees and directors, including employee stock option awards, restricted stock units ("RSUs"), employee stock purchases made under our Employee Stock Purchase Plan (“ESPP”) and performance share awards granted to selected members of our senior management under the Long-Term Performance (“LTP”) Program based on estimated fair values. 

9


The impact of share-based compensation on our results was as follows:

Three Months Ended
 
Nine Months Ended

July 31,
 
July 31,
 
2018
 
2017
 
2018
 
2017
 
(in millions)
Cost of products and services
$
2

 
$
3

 
$
9

 
$
9

Research and development
2

 
1

 
8

 
7

Selling, general and administrative
10

 
9

 
31

 
28

Total share-based compensation expense
$
14

 
$
13

 
$
48

 
$
44

 At both July 31, 2018 and 2017, no share-based compensation was capitalized within inventory.
The following assumptions were used to estimate the fair value of LTP Program grants:
 
Three Months Ended
 
Nine Months Ended
 
July 31,
 
July 31,
 
2018
 
2017
 
2018
 
2017
LTP Program:
 
 
 
 
 
 
 
Volatility of Keysight shares
25
%
 
26
%
 
25
%
 
27
%
Volatility of selected index
14
%
 
15
%
 
14
%
 
15
%
Price-wise correlation with selected peers
57
%
 
57
%
 
57
%
 
57
%
Awards granted under the LTP Program are based on a variety of targets, such as total shareholder return (TSR) or financial metrics, such as operating margin, cost synergies and others. Awards based on TSR were valued using a Monte Carlo simulation model, and awards based on financial metrics were valued based on the market price of Keysight’s common stock on the date of grant. Monte Carlo simulation fair value models require the use of highly subjective and complex assumptions, including the option’s expected life and the price volatility of the underlying stock. The estimated fair value of restricted stock awards is determined based on the market price of Keysight’s common stock on the date of grant. We did not grant any option awards for the three and nine months ended July 31, 2018 and 2017, respectively.
5.     INCOME TAXES
The company’s effective tax rate was a benefit of 7.0 percent and 61.3 percent for the three and nine months ended July 31, 2018, respectively. The income tax benefit was $8 million and $106 million for the three and nine months ended July 31, 2018, respectively. The income tax benefit for the three months ended July 31, 2018 included a net discrete benefit of $12 million primarily related to the release of tax reserves resulting from the settlement of the income tax audit for acquired entities. The income tax benefit for the nine months ended July 31, 2018 included a net discrete benefit of $116 million primarily due to $109 million discrete tax benefit resulting from changes in U.S. tax law.
The company’s effective tax rate was a benefit of 24.4 percent for the three months ended July 31, 2017 and an expense of 6.5 percent for the nine months ended July 31, 2017. The income tax benefit was $7 million for the three months ended July 31, 2017, and income tax expense was $9 million for the nine months ended July 31, 2017. The decrease in the total income tax expense for the three months ended July 31, 2017 is primarily due to the post-acquisition tax restructuring for integration of Ixia into our business model. The income tax provision for the three and nine months ended July 31, 2017 included a net discrete benefit of $33 million and $2 million, respectively. The increase in discrete benefit for the three months ended July 31, 2017 is primarily related to the post-acquisition tax restructuring for integration of Ixia into our business model. The net discrete benefit for the nine months ended July 31, 2017 is primarily related to the discrete benefit resulting from the post-acquisition tax restructuring for integration of Ixia into our business model, partially offset by the discrete expense related to an increase in the valuation allowance on certain state deferred tax assets, and the increase in discrete expense related to the transfer of a portion of the Japanese Employees’ Pension Fund (see Note 12).
Keysight benefits 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.  The Singapore tax incentive is due for renewal in fiscal 2024.Singapore announced potential changes to its IP incentive programs in its 2017 budget and has yet to finalize the new IP incentive regime. It is unclear to what extent, if at all, these changes will have on our Singapore tax incentives.

10


For the majority of our entities, the open tax years for the IRS, state and most foreign audit authorities are from August 1, 2014 through the current tax year. During the third quarter of fiscal 2018, the Company closed the U.S. income tax audit for Ixia for tax years through 2014. For foreign entities, the tax years remain open, at most, back to the year 2007. Given the number of years and numerous matters that remain subject to examination in various tax jurisdictions, we are unable to estimate the range of possible changes to the balance of our unrecognized tax benefits.
The company is being audited in Malaysia for the 2008 tax year. Although this tax year pre-dates our spin-off from Agilent, pursuant to the agreement between Agilent and Keysight pertaining to tax matters, as finalized at the time of separation, for certain entities, including Malaysia, any historical tax liability is the responsibility of Keysight. In the fourth quarter of fiscal 2017, Keysight paid income taxes and penalties of $68 million on gains related to intellectual property rights, although we are currently in the process of appealing to the Special Commissioners of Income Tax in 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 disputing this assessment and pursuing all avenues to resolve this issue favorably for the company.
On December 22, 2017, the U.S. government enacted comprehensive Federal tax legislation commonly known as the Tax Cuts and Jobs Act (the “Tax Act”). The Tax Act includes significant changes to the U.S. corporate income tax system, including but not limited to: the transition of U.S. international taxation from a worldwide tax system to a modified territorial tax system, which will result in a one-time U.S. tax liability on those earnings which have not previously been repatriated to the U.S. (the “Transition Tax”); creation of new minimum taxes such as the Global Intangible Low Taxed Income (“GILTI”) tax and the base erosion anti-abuse tax; a federal corporate income tax rate reduction from 35 percent to 21 percent; and limitations on the deductibility of interest expense and executive compensation.
The corporate tax rate reduction is effective as of January 1, 2018. Since the company has a fiscal year rather than a calendar year, it is subject to rules relating to transitional tax rates. As a result, the company’s fiscal year 2018 federal statutory rate will be a blended rate of 23.34 percent.
Due to the complexities involved in accounting for the enactment of the Tax Act, the SEC staff has issued Staff Accounting Bulletin 118 (“SAB 118”) directing companies to consider the impact of the Tax Act as “provisional” when they do not have the necessary information available, prepared or analyzed (including computations) in reasonable detail to complete the accounting for the change in tax law. For the amounts which the company was able to reasonably estimate, the company has recognized a provisional discrete income tax benefit of approximately $103 million as of April 30, 2018. The discrete benefit was increased by $6 million for the three months ending July 31, 2018, resulting in a discrete income tax benefit of $109 million for the nine months ending July 31, 2018. The discrete benefit of $109 million is made up of a one-time reduction in net deferred tax liabilities and corresponding income tax benefit of approximately $304 million due to the re-measurement of U.S. income taxes recorded on the undistributed earnings of foreign subsidiaries that were not considered permanently reinvested. This was offset by approximately $190 million of income tax expense and corresponding long-term income tax payable due to the one-time toll charge. The company also estimated a one-time reduction in net deferred tax assets and corresponding income tax expense of approximately $5 million due to the re-measurement of the U.S. deferred tax assets at the lower 21 percent U.S. federal corporate income tax rate. The one-time transition tax is based in part on cash levels on various comparable measurement dates, one of which is our October 31, 2018 fiscal year end. As a result, the company’s estimation and calculation of the transition tax will change until the last measurement date occurs and as federal and state tax authorities provide further guidance.
We have not completed our accounting for the income tax effects of certain elements of the Tax Act, including the new GILTI tax. Due to the complexity of these new tax rules, we are continuing to evaluate these provisions of the Tax Act and whether such taxes are recorded as a current-period expense when incurred or whether such amounts should be factored into a company’s measurement of its deferred taxes. As a result, we have not included an estimate of the tax expense/benefit related to these items for the period ended July 31, 2018.
We are continuing to evaluate the Tax Act and its requirements, as well as its application to our business and its impact on our effective tax rate. In accordance with SAB 118, the estimated discrete income tax benefit of $109 million represents our best estimate based on interpretation of the Tax Act. We are able to make reasonable estimates of the impact of the deemed repatriation transition tax, the remeasurement of the deferred tax liability recorded on the undistributed earnings of foreign subsidiaries that were not considered reinvested, and the reduction in the U.S. corporate income tax rate. The final impact of the Tax Act may differ from these estimates due to, among other things, changes in our interpretations and assumptions, additional guidance that may be issued by the U.S. Treasury, additional analysis of foreign earnings inherited from acquisitions, and changes to U.S. state conformance to the U.S. federal tax law change. In accordance with SAB 118, the estimated discrete income tax benefit of $109 million is considered provisional and any subsequent adjustment to these amounts will be recorded to tax expense in the quarter in which the analysis is complete, but no later than December 22, 2018.

11


6. NET INCOME (LOSS) PER SHARE
The following is a reconciliation of the numerator and denominator of the basic and diluted net income (loss) per share computations for the periods presented below:
 
Three Months Ended
 
Nine Months Ended
 
July 31,
 
July 31,
 
2018
 
2017
 
2018
 
2017
 
(in millions)
Numerator:
 

 
 

 
 
 
 
Net income (loss)
$
121

 
$
(18
)
 
$
279

 
$
140

Denominator:
 
 
 
 
 
 
 
Basic weighted-average shares
188

 
186

 
187

 
178

Potential common shares— stock options and other employee stock plans
3

 

 
4

 
2

Diluted weighted-average shares
191

 
186

 
191

 
180

 
The dilutive effect of share-based awards is reflected in diluted net income per share by application of the treasury stock method. In the period when we have a net loss, stock awards are excluded from our calculation of net income per share as their inclusion would have an anti-dilutive effect. For the three months ended July 31, 2017, we excluded approximately 6 million 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 the effect would be anti-dilutive. For the three and nine months ended July 31, 2018 and for the nine months ended July 31, 2017, we excluded no options from the calculation of diluted earnings per share. In addition, we exclude stock options, ESPP shares, LTP Program and restricted stock awards, of which the combined exercise price and unamortized fair value collectively was greater than the average market price of our common stock because the effect would be anti-dilutive. For the three and nine months ended July 31, 2018, we excluded approximately 3,500 shares and 2,200 shares, respectively. For the nine months ended July 31, 2017, we excluded approximately 188,600 shares.
7. SUPPLEMENTAL CASH FLOW INFORMATION
Net cash paid for income taxes was $22 million and $43 million for the nine months ended July 31, 2018 and 2017, respectively. Cash paid for interest was $41 million and $24 million for the nine months ended July 31, 2018 and 2017, respectively. For the nine months ended July 31, 2017, we also paid fees of $9 million in connection with a bridge loan facility that were amortized to interest expense and classified as financing activity. The following table summarizes our non-cash investing and financing activities that are not reflected in the condensed consolidated statement of cash flows:
 
Nine months ended
 
July 31,
 
2018
 
2017
 
(in millions)
Non-cash investing activities
 
 
 
Capital expenditures in accounts payable
$
8

 
$
(5
)
Capital expenditures in other long-term liabilities

 
2

 
$
8

 
$
(3
)
8. INVENTORY
 
July 31,
2018
 
October 31,
2017
 
(in millions)
Finished goods
$
276

 
$
286

Purchased parts and fabricated assemblies
333

 
302

Total inventory
$
609

 
$
588

Inventory-related excess and obsolescence charges were $20 million, which includes $6 million due to divestiture-related activity, and $12 million for the nine months ended July 31, 2018 and July 31, 2017, respectively.

12


9.
GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill balances and the movements for each of our reportable operating segments as of and for the nine months ended July 31, 2018 were as follows:
 
Communications Solutions Group
 
Electronic Industrial Solutions Group
 
Ixia Solutions Group
 
Services Solutions Group
 
Total
 
(in millions)
Goodwill as of October 31, 2017
$
441

 
$
240

 
$
1,117

 
$
84

 
$
1,882

Foreign currency translation impact
1

 

 

 

 
1

Goodwill arising from acquisitions

 

 

 
6

 
6

Divestiture

 
(1
)
 

 

 
(1
)
Goodwill as of July 31, 2018
$
442

 
$
239

 
$
1,117

 
$
90

 
$
1,888


Other intangible assets as of July 31, 2018 and October 31, 2017 consisted of the following:
 
Other Intangible Assets as of July 31, 2018
 
Other Intangible Assets as of October 31, 2017
 
Gross
Carrying
Amount
 
Accumulated
Amortization
and
Impairments
 
Net Book
Value
 
Gross
Carrying
Amount
 
Accumulated
Amortization
and
Impairments
 
Net Book
Value
 
(in millions)
Developed technology
$
829

 
$
370

 
$
459

 
$
808

 
$
252

 
$
556

Backlog
13

 
13

 

 
13

 
12

 
1

Trademark/Tradename
33

 
13

 
20

 
33

 
8

 
25

Customer relationships
304

 
90

 
214

 
304

 
61

 
243

Non-compete agreements
1

 

 
1

 
1

 

 
1

Total amortizable intangible assets
1,180

 
486


694

 
1,159

 
333

 
826

In-Process R&D
8

 

 
8

 
29

 

 
29

Total
$
1,188

 
$
486

 
$
702

 
$
1,188

 
$
333

 
$
855

During the nine months ended July 31, 2018, we recognized additions to goodwill of $6 million due to an acquisition and a $1 million reduction due to divestiture-related activity. During the nine months ended July 31, 2018, there was no foreign exchange translation impact to other intangible assets. During the nine months ended July 31, 2018, we transferred $21 million from in-process R&D to developed technology as projects were successfully completed. During the nine months ended July 31, 2017, we recorded an impairment charge of $7 million related to the cancellation of an in-process R&D project.
Amortization of other intangible assets was $51 million and $153 million for the three and nine months ended July 31, 2018, respectively. Amortization of other intangible assets was $52 million and $81 million for the three and nine months ended July 31, 2017, respectively. Future amortization expense related to existing finite-lived purchased intangible assets is estimated to be $50 million for the remainder of 2018, $203 million for 2019, $196 million for 2020, $128 million for 2021, $52 million for 2022 and $65 million thereafter.
Our Ixia Solutions Group's revenue and earnings have not been consistent with originally projected results primarily as a result of our significant integration efforts. We have resolved the majority of these integration issues and expect our Ixia Solutions Group’s financial performance to recover. We performed an analysis based on information currently available, including, among other aspects, our current business condition, business plans, valuation considerations, and the timing of these factors. As a result of this analysis, we determined that no event-driven quantitative impairment analysis of goodwill was required at July 31, 2018.
10. 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:

13


Level 1- applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities. 
Level 2- applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly, for the asset or liability such as: quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in less active markets; or other inputs that can be derived principally from, or corroborated by, observable market data.
Level 3- applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis
Financial assets and liabilities measured at fair value on a recurring basis as of July 31, 2018 and October 31, 2017 were as follows:
 
Fair Value Measurements at July 31, 2018
 
 Fair Value Measurements at October 31, 2017
 
Total
 
Level 1
 
Level 2
 
Level 3
 
Total
 
Level 1
 
Level 2
 
Level 3
 
(in millions)
Assets:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Short-term
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Cash equivalents
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Money market funds
$
297

 
$
297

 
$

 
$

 
$
403

 
$
403

 
$

 
$

Derivative instruments (foreign exchange contracts)
6

 

 
6

 

 
6

 

 
6

 

Long-term
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Trading securities
13

 
13

 

 

 
13

 
13

 

 

Available-for-sale investments
24

 
24

 

 

 
34

 
34

 

 

Total assets measured at fair value
$
340

 
$
334

 
$
6

 
$

 
$
456

 
$
450

 
$
6

 
$

Liabilities:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Short-term
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Derivative instruments (foreign exchange contracts)
$
2

 
$

 
$
2

 
$

 
$
1

 
$

 
$
1

 
$

Long-term
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Deferred compensation liability
13

 

 
13

 

 
13

 

 
13

 

Total liabilities measured at fair value
$
15

 
$

 
$
15

 
$

 
$
14

 
$

 
$
14

 
$


Our money market funds, trading securities, and available-for-sale investments are generally valued using quoted market prices and, therefore, are classified within Level 1 of the fair value hierarchy. Our deferred compensation liability 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.
Trading securities (which are earmarked to pay the deferred compensation liability) and deferred compensation liability are reported at fair value, with gains or losses resulting from changes in fair value recognized currently in earnings. Investments designated as available-for-sale and certain derivative instruments are reported at fair value, with unrealized gains and losses, net of tax, included in accumulated other comprehensive income (loss). Realized gains and losses from the sale of these instruments are recorded in earnings.
11.
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 and purchased options, to hedge economic and/or accounting exposures resulting from changes in foreign currency exchange rates.
Cash Flow Hedges
We enter into foreign exchange contracts to hedge our forecasted operational cash flow exposures resulting from changes in foreign currency exchange rates. These foreign exchange contracts, carried at fair value, have maturities between one and twelve months. These derivative instruments are designated and qualify as cash flow hedges under the criteria prescribed in the authoritative guidance. Ineffectiveness in the three and nine months ended July 31, 2018 and 2017 was not significant.

14


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.
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 that are selected based on their credit ratings and other factors. We have established policies and procedures for mitigating credit risk that include establishing counterparty credit limits, monitoring credit exposures, and continually assessing the creditworthiness of counterparties.
A number of our derivative agreements contain threshold limits to the net liability position with counterparties and are dependent on our corporate credit rating determined by the major credit rating agencies. The counterparties to the derivative instruments may request collateralization, in accordance with derivative agreements, on derivative instruments in net liability positions.
The aggregate fair value of all derivative instruments with credit-risk-related contingent features that were in a net liability position as of July 31, 2018 was $1 million. The credit-risk-related contingent features underlying these agreements had not been triggered as of July 31, 2018.
There were 142 foreign exchange forward contracts open as of July 31, 2018 that were designated as cash flow hedges. There were 73 foreign exchange forward contracts as of July 31, 2018 that were not designated as hedging instruments. The aggregated notional amounts by currency and designation as of July 31, 2018 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
 
$
12

 
$
44

British Pound
 

 
(33
)
Singapore Dollar
 
13

 
6

Malaysian Ringgit
 
73

 
3

Japanese Yen
 
(93
)
 
(24
)
Other currencies
 
(2
)
 
8

Total
 
$
3

 
$
4

Derivative instruments are subject to master netting arrangements and are disclosed gross in the balance sheet in accordance with the authoritative guidance. The gross fair values and balance sheet location of derivative instruments held in the condensed consolidated balance sheet as of July 31, 2018 and October 31, 2017 were as follows:
Fair Values of Derivative Instruments
Asset Derivatives
 
Liability Derivatives
 
 
Fair Value
 
 
 
Fair Value
Balance Sheet Location
 
July 31,
2018
 
October 31,
2017
 
Balance Sheet Location
 
July 31,
2018
 
October 31,
2017
 
 
(in millions)
 
 
 
(in millions)
Derivatives designated as hedging instruments:
 
 

 
 

 
 
 
 

 
 

Cash flow hedges
 
 
 
 
 
 
 
 
 
 
Foreign exchange contracts
 
 
 
 
 
 
 
 
 
 
Other current assets
 
$
5

 
$
5

 
Other accrued liabilities
 
$
1

 
$

Derivatives not designated as hedging instruments:
 
 

 
 

 
 
 
 

 
 

Foreign exchange contracts
 
 

 
 

 
 
 
 

 
 

Other current assets
 
1

 
1

 
Other accrued liabilities
 
1

 
1

Total derivatives
 
$
6

 
$
6

 
 
 
$
2

 
$
1


15


The effect of derivative instruments for foreign exchange contracts designated as hedging instruments and for those not designated as hedging instruments in our condensed consolidated statement of operations was as follows:
 
Three Months Ended
 
Nine Months Ended
 
July 31,
 
July 31,
 
2018
 
2017
 
2018
 
2017
 
(in millions)
Derivatives designated as hedging instruments:
 

 
 

 
 
 
 
Cash Flow Hedges
 
 
 
 
 
 
 
Foreign exchange contracts:
 
 
 
 
 
 
 
Gain recognized in accumulated other comprehensive income
$
1

 
$
1

 
$
3

 
$
3

Gain (loss) reclassified from accumulated other comprehensive income into cost of products
$
1

 
$
1

 
$
4

 
$
(1
)
Derivatives not designated as hedging instruments:
 
 
 
 
 
 
 
Gain recognized in other income (expense), net
$
2

 
$
3

 
$
3

 
$
5

The estimated amount of existing net gain at July 31, 2018 expected to be reclassified from accumulated other comprehensive income to cost of products within the next twelve months is $2 million.
12. RETIREMENT PLANS AND POST-RETIREMENT BENEFIT PLANS
For the three and nine months ended July 31, 2018 and 2017, our net pension and post-retirement benefit cost (benefit) were comprised of the following:
 
Pensions
 
 
 
U.S. Defined Benefit Plans
 
Non-U.S. Defined Benefit
Plans
 
U.S. Post-Retirement
Benefit Plan
 
Three Months Ended July 31,
 
2018
 
2017
 
2018
 
2017
 
2018
 
2017
 
(in millions)
Service cost—benefits earned during the period
$
6

 
$
6

 
$
3

 
$
5

 
$

 
$

Interest cost on benefit obligation
7

 
5

 
6

 
6

 
2

 
2

Expected return on plan assets
(10
)
 
(8
)
 
(21
)
 
(18
)
 
(3
)
 
(3
)
Amortization:
 
 
 
 
 
 
 
 
 
 
 
Net actuarial loss
3

 
4

 
6

 
8

 
4

 
6

Prior service credit
(1
)
 
(2
)
 

 

 
(4
)
 
(4
)
Net periodic benefit cost (benefit)
$
5

 
$
5

 
$
(6
)
 
$
1

 
$
(1
)
 
$
1

 
Pensions
 
 
 
 
 
U.S. Defined Benefit Plans
 
Non-U.S. Defined Benefit
Plans
 
U.S. Post-Retirement
Benefit Plan
 
Nine Months Ended July 31,
 
2018
 
2017
 
2018
 
2017
 
2018
 
2017
 
(in millions)
Service cost—benefits earned during the period
$
18

 
$
17

 
$
10

 
$
13

 
$
1

 
$

Interest cost on benefit obligation
19

 
15

 
18

 
17

 
5

 
6

Expected return on plan assets
(28
)
 
(25
)
 
(65
)
 
(55
)
 
(10
)
 
(9
)
Amortization:
 
 
 
 
 
 
 
 
 
 
 
Net actuarial loss
9

 
11

 
19

 
25

 
12

 
17

Prior service credit
(5
)
 
(5
)
 

 
(1
)
 
(11
)
 
(12
)
Settlement gain

 

 

 
(68
)
 

 

Net periodic benefit cost (benefit)
$
13

 
$
13

 
$
(18
)
 
$
(69
)
 
$
(3
)
 
$
2

We contributed $85 million to our U.S. Defined Benefit Plans during the three and nine months ended July 31, 2018 and did not contribute to our U.S. Defined Benefit Plans during the three and nine months ended July 31, 2017. We did not contribute to our U.S. Post-Retirement Benefit Plan during the three and nine months ended July 31, 2018 and 2017. We contributed $6 million and $22 million to our Non-U.S. Defined Benefit Plans during the three and nine months ended July 31, 2018, respectively,

16


and we contributed $9 million and $24 million to our Non-U.S. Defined Benefit Plans during the three and nine months ended July 31, 2017, respectively.
For the remainder of 2018, we do not expect to contribute to our U.S. Defined Benefit Plans, and we expect to contribute $9 million to our non-U.S. Defined Benefit Plans.
On December 15, 2016, we transferred a portion of the assets and obligations of our Japanese Employees’ Pension Fund ("EPF") to the Japanese government. The remaining portion of the EPF was transferred to a new Keysight Japan corporate defined benefit pension plan. The difference between the obligations settled with the government of $142 million and the assets transferred to the government of $51 million resulted in an increase in the funded status of the new defined benefit pension plan of $91 million. The settlement resulted in a gain of $68 million which is included in other operating expense (income) in the consolidated statement of operations. Previously accrued salary progression of $4 million was derecognized at the time of settlement.
13. WARRANTY, COMMITMENTS AND CONTINGENCIES
Standard Warranty
Effective December 1, 2017, the Keysight warranty on products sold through direct sales channel is primarily one year. Warranties for products sold through distribution channels continue to be primarily three years. We accrue for standard warranty costs based on historical trends in warranty charges. The accrual is reviewed regularly and periodically adjusted to reflect changes in warranty cost estimates. Estimated warranty charges are recorded within cost of products at the time related product revenue is recognized.
Activity related to the standard warranty accrual, which is included in other accrued and other long-term liabilities in our condensed consolidated balance sheet, is as follows:
 
Nine Months Ended
 
July 31,
 
2018
 
2017
 
(in millions)
Beginning balance
$
45

 
$
44

Accruals for warranties including change in estimate
28

 
24

Settlements made during the period
(26
)
 
(23
)
Ending balance
$
47


$
45

 
 
 
 
Accruals for warranties due within one year
$
26

 
$
24

Accruals for warranties due after one year
21

 
21

Ending balance
$
47

 
$
45

Commitments
During the nine months ended July 31, 2018, there were no material changes to the operating and capital lease commitments reported in the company’s 2017 Annual Report on Form 10-K.
Contingencies
We are involved in lawsuits, claims, investigations and proceedings, including, but not limited to, patent, commercial and environmental matters, which arise in the ordinary course of business. There are no matters pending that we currently believe are reasonably possible of having a material impact to our business, consolidated financial condition, results of operations or cash flows.

17


14. DEBT
Short-Term Debt
Revolving Credit Facility
On February 15, 2017, we entered into an amended and restated credit agreement (the “Revolving Credit Facility”) that replaced our existing $450 million unsecured credit facility dated September 15, 2014. The Revolving Credit Facility provides for a $450 million, five-year unsecured revolving credit facility that will expire on February 15, 2022 and bears interest at an annual rate of LIBOR + 1.30%. In addition, the Revolving Credit Facility permits us to increase the total commitments under this credit facility by up to $150 million in the aggregate on one or more occasions upon request. We may use amounts borrowed under the facility for general corporate purposes. During the nine months ended July 31, 2018, we borrowed and repaid $40 million of borrowings outstanding under the Revolving Credit Facility. As of July 31, 2018, we had no borrowings outstanding under the Revolving Credit Facility. We were in compliance with the covenants of the Revolving Credit Facility during the nine months ended July 31, 2018.
Long-Term Debt
The following table summarizes the components of our long-term debt:
 
July 31, 2018
 
October 31, 2017
 
(in millions)
2019 Senior Notes at 3.30% ($500 face amount less unamortized costs of $1 and $2)
$
499

 
$
498

2024 Senior Notes at 4.55% ($600 face amount less unamortized costs of $3 and $4)
597

 
596

2027 Senior Notes at 4.60% ($700 face amount less unamortized costs of $6 and $6)
694

 
694

Senior Unsecured Term loan

 
260

 
1,790

 
2,048

Less: Current portion of long-term debt

 
10

Total
$
1,790

 
$
2,038

There have been no changes to the principal, maturity, interest rates and interest payment terms of the senior notes during the nine months ended July 31, 2018 as compared to the senior notes described in our Annual Report on Form 10-K for the fiscal year ended October 31, 2017.
Senior Unsecured Term Loan
On February 15, 2017, we entered into a term credit agreement that provides for a three-year $400 million senior unsecured term loan that bears interest at an annual rate of LIBOR + 1.50%. The term loan was drawn upon the closing of the Ixia acquisition. On February 27, 2018, we fully repaid borrowings outstanding under the term loan of $260 million and terminated the term credit agreement.
As of July 31, 2018 and October 31, 2017, we had $24 million and $26 million, respectively, of outstanding letters of credit unrelated to the credit facility that were issued by various lenders.
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, was above the carrying value by approximately $17 million and $91 million as of July 31, 2018 and October 31, 2017, respectively.
15. STOCKHOLDERS' EQUITY
Stock Repurchase Program
On March 6, 2018, the Board of Directors approved a new stock repurchase program authorizing the purchase of up to $350 million of the company’s common stock, replacing a previously approved 2016 program authorizing the purchase of up to $200 million of the company’s common stock. Under the new 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.

18


For the nine months ended July 31, 2018, we repurchased 1,441,610 shares of common stock for $80 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
Changes in accumulated other comprehensive loss by component and related tax effects for the three and nine months ended July 31, 2018 and 2017 were as follows:
 
 
Unrealized gain on equity securities
 
Foreign currency translation
 
Net defined benefit pension cost and post retirement plan costs
 
Unrealized gains (losses) on derivatives
 
Total
 
 
 
 
Actuarial losses
 
Prior service credits
 
 
 
 
(in millions)
As of April 30, 2018
 
$
12

 
$
(11
)
 
$
(447
)
 
$
27

 
$

 
$
(419
)
Other comprehensive income (loss) before reclassifications
 
(7
)
 
(29
)
 

 

 
1

 
(35
)
Amounts reclassified out of accumulated other comprehensive loss
 

 

 
13

 
(5
)
 
(1
)
 
7

Tax (expense) benefit
 

 

 
(4
)
 
2

 

 
(2
)
Other comprehensive income (loss)
 
(7
)
 
(29
)
 
9

 
(3
)
 

 
(30
)
As of July 31, 2018
 
$
5

 
$
(40
)
 
$
(438
)
 
$
24

 
$

 
$
(449
)
 
 
 
 
 
 
 
 
 
 
 
 
 
As of October 31, 2017
 
$
14

 
$
(39
)
 
$
(468
)
 
$
35

 
$
1

 
$
(457
)
Other comprehensive income (loss) before reclassifications
 
(10
)
 
(1
)
 
1

 

 
3

 
(7
)
Amounts reclassified out of accumulated other comprehensive loss
 

 

 
40

 
(16
)
 
(4
)
 
20

Tax (expense) benefit
 
1

 

 
(11
)
 
5

 

 
(5
)
Other comprehensive income (loss)
 
(9
)
 
(1
)
 
30

 
(11
)
 
(1
)
 
8

As of July 31, 2018
 
$
5

 
$
(40
)
 
$
(438
)
 
$
24

 
$

 
$
(449
)
 
 
 
 
 
 
 
 
 
 
 
 
 
As of April 30, 2017
 
$
14

 
$
(44
)
 
$
(606
)
 
$
42

 
$
(1
)
 
$
(595
)
Other comprehensive income (loss) before reclassifications
 
(1
)
 
15

 

 

 
1

 
15

Amounts reclassified out of accumulated other comprehensive loss
 

 

 
18

 
(6
)
 
(1
)
 
11

Tax (expense) benefit
 
1

 

 
(6
)
 
2

 

 
(3
)
Other comprehensive income (loss)
 

 
15

 
12

 
(4
)
 

 
23

As of July 31, 2017
 
$
14

 
$
(29
)
 
$
(594
)
 
$
38

 
$
(1
)
 
$
(572
)
 
 
 
 
 
 
 
 
 
 
 
 
 
As of October 31, 2016
 
$
10

 
$
(29
)
 
$
(646
)
 
$
50

 
$
(3
)
 
$
(618
)
Other comprehensive income (loss) before reclassifications
 
3

 

 
24

 

 
3

 
30

Amounts reclassified out of accumulated other comprehensive loss
 

 

 
52

 
(18
)
 
1

 
35

Tax (expense) benefit
 
1

 

 
(24
)
 
6

 
(2
)
 
(19
)
Other comprehensive income (loss)
 
4

 

 
52

 
(12
)
 
2

 
46

As of July 31, 2017
 
$
14

 
$
(29
)
 
$
(594
)
 
$
38

 
$
(1
)
 
$
(572
)

19


Reclassifications out of accumulated other comprehensive loss for the three and nine months ended July 31, 2018 and 2017 were as follows:
Details about Accumulated Other Comprehensive Loss Components
 
Amounts Reclassified from Accumulated Other Comprehensive Loss
 
Affected Line Item in Statement of Operations
 
 
Three Months Ended
 
Nine Months Ended
 
 
 
 
July 31,
 
July 31,
 
 
 
 
2018
 
2017
 
2018
 
2017
 
 
 
 
(in millions)
 
 
Unrealized gain (loss) on derivatives
 
$
1

 
$
1

 
$
4

 
$
(1
)
 
Cost of products
 
 
(1
)
 

 
(1
)
 
1

 
Provision for income taxes
 
 

 
1

 
3

 

 
Net of income tax
 
 
 
 
 
 
 
 
 
 
 
Net defined benefit pension cost and post retirement plan costs:
 
 
 
 
 
 
 
 
 
 
  Actuarial net loss
 
(13
)
 
(18
)
 
(40
)
 
(52
)
 
 
  Prior service credits
 
5

 
6

 
16

 
18

 
 
 
 
(8
)
 
(12
)
 
(24
)
 
(34
)
 
Total before income tax
 
 
2

 
4

 
6

 
10

 
Provision for income taxes
 
 
(6
)
 
(8
)
 
(18
)
 
(24
)
 
Net of income tax
 
 
 
 
 
 
 
 
 
 
 
Total reclassifications for the period
 
$
(6
)
 
$
(7
)
 
$
(15
)
 
$
(24
)
 
 
An amount in parentheses indicates a reduction to income and an increase to the accumulated other comprehensive loss.
Reclassifications of prior service benefit and actuarial net loss in respect of retirement plans and post retirement pension plans are included in the computation of net periodic cost (see Note 12, "Retirement Plans and Post-Retirement Pension Plans").
16. 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.
On April 18, 2017, we completed the acquisition of Ixia, which became our fourth reportable operating segment, the Ixia Solutions Group (“ISG”). As a result, Keysight now has four segments, Communications Solutions Group, Electronic Industrial Solutions Group, Ixia Solutions Group and Services Solutions Group.
Our operating segments were determined based primarily on how the chief operating decision maker views and evaluates our operations. Segment operating results are regularly reviewed by the chief operating decision maker to make decisions about resources to be allocated to each segment and to assess performance. Other factors, including market separation and customer specific applications, go-to-market channels, products and services and manufacturing are considered in determining the formation of these operating segments.
Descriptions of our four reportable operating segments are as follows:
The Communications Solutions Group serves customers spanning the worldwide commercial communications and aerospace, defense and government end markets. The group provides electronic design and test software, instruments, and systems used in the simulation, design, validation, manufacturing, installation and optimization of electronic equipment.
The Electronic Industrial Solutions Group provides test and measurement solutions across a broad set of electronic industrial end markets, focusing on high-value applications in the automotive and energy industry and measurement solutions for semiconductor design and manufacturing, consumer electronics, education and general electronics design and manufacturing. The group provides electronic design and test software, instruments, and systems used in the simulation, design, validation, manufacturing, installation and optimization of electronic equipment.
The Ixia Solutions Group helps customers validate the performance and security resilience of their networks and associated applications. The test, visibility and security solutions help organizations and their customers strengthen their physical and virtual networks. Enterprises, service providers, network equipment manufacturers, and governments worldwide rely on the group's

20


solutions to validate new products before shipping and secure ongoing operation of their networks with better visibility and security. The group’s solutions consist of high-performance hardware platforms, software applications, and services, including warranty and maintenance offerings.
The Services Solutions Group provides repair, calibration and consulting services, and resells used Keysight equipment. In addition to providing repair and calibration support for Keysight equipment, we also calibrate non-Keysight equipment. The group serves the same markets as Keysight’s Communications Solutions and Electronic Industrial Solutions Groups, providing industry-specific services to deliver complete Keysight solutions and help customers reduce their total cost of ownership for their design and test equipment.
A significant portion of the segments' expenses, other than the Ixia Solutions Group expenses, arise from shared services and infrastructure that we have historically provided to the segments in order to realize economies of scale and to efficiently optimize resources. These expenses, collectively called corporate charges, include costs of centralized research and development, legal, accounting, real estate, insurance services, information technology services, treasury and other corporate infrastructure expenses. Charges are allocated to the segments, and the allocations have been determined on a basis that we consider to be a reasonable reflection of the utilization of services provided to or benefits received by the segments. The Ixia Solutions Group will not be allocated these shared services and infrastructure charges for the current fiscal year.
The following tables reflect the results of our reportable operating segments under our management reporting system. These results are not necessarily in conformity with GAAP. The performance of each segment is measured based on several metrics, including income from operations. These results are used, in part, by the chief operating decision maker in evaluating the performance of, and in allocating resources to, each of the segments.
The profitability of each of the segments is measured after excluding share-based compensation expense, restructuring and related costs, amortization of acquisition-related balances, acquisition and integration costs, separation and related costs, pension settlement and curtailment gains, northern California wildfire-related costs, interest income, interest expense and other items as noted in the reconciliations below.
 
Communications Solutions Group
 
Electronic Industrial Solutions Group
 
Ixia Solutions Group
 
Services Solutions Group
 
Total Segments
 
(in millions)
Three Months Ended July 31, 2018:
 
 
 

 
 
 
 

 
 

Total net revenue
$
515

 
$
258

 
$
115

 
$
116

 
$
1,004

Amortization of acquisition-related balances

 

 
4

 

 
4

Total segment revenue
$
515

 
$
258

 
$
119

 
$
116

 
$
1,008

Segment income from operations
$
114

 
$
74

 
$
10

 
$
17

 
$
215

Three Months Ended July 31, 2017: