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Goodwill And Intangible Assets
6 Months Ended
May 02, 2015
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill And Intangible Assets
Goodwill and Intangible Assets
The following table presents a summary of the net carrying value of the Company’s intangible assets (in thousands):
 
May 2,
2015
 
November 1,
2014
Indefinite-lived intangible assets
 
 
 
Goodwill
$
1,617,171

 
$
1,567,723

In-process research and development (“IPR&D”) (1)
15,110

 
15,110

Finite-lived intangible assets
 
 
 
Total intangible assets subject to amortization (2), (3)
68,008

 
11,548

Total intangible assets
$
1,700,289

 
$
1,594,381

(1)
Acquired IPR&D is an intangible asset accounted for as an indefinite-lived asset until the completion or abandonment of the associated research and development effort. If the research and development effort associated with the IPR&D is successfully completed, then the IPR&D intangible asset will be amortized over its estimated useful life to be determined at the date the effort is completed. The development effort on the IPR&D intangible asset is expected to be completed by the first half of fiscal year 2016.
(2) 
During the six months ended May 2, 2015, the Company purchased a perpetual, non-exclusive license to certain patents for $7.8 million.
(3) 
During the six months ended May 2, 2015, the Company acquired $52.3 million of intangible assets related to the Company’s acquisition of two businesses. See Note 3, “Acquisitions and Divestitures,” of the Notes to Condensed Consolidated Financial Statements.
The Company conducts the IPR&D impairment test annually, as of the first day of the second fiscal quarter, and whenever events occur or facts and circumstances indicate that it is more likely than not that the IPR&D is impaired. For the annual IPR&D impairment test, the Company elects the option to first assess qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of the IPR&D assets is less than the carrying amount. If, after assessing the totality of events and circumstances, the Company determines that it is more likely than not that the fair value of the IPR&D assets is less than the carrying amount, then the Company conducts a quantitative analysis to determine the fair value of the IPR&D assets. If the carrying amount of the IPR&D assets exceeds the fair value, then the Company recognizes an impairment loss equal to the difference.
Based on the results of the annual IPR&D impairment analysis performed during the second fiscal quarter of 2015, the Company determined that no impairment needed to be recorded.
The following table summarizes goodwill activity by reportable segment for the six months ended May 2, 2015 (in thousands):
 
SAN 
Products
 
Internet Protocol (“IP”) Networking Products
 
Global Services
 
Total
Balance at November 1, 2014
 
 
 
 
 
 
 
Goodwill
$
176,346

 
$
1,365,175

 
$
155,416

 
$
1,696,937

Accumulated impairment losses

 
(129,214
)
 

 
(129,214
)
 
176,346

 
1,235,961

 
155,416

 
1,567,723

Acquisitions (1)

 
49,458

 

 
49,458

Tax and other adjustments during the six months ended May 2, 2015 (2)
(10
)
 

 

 
(10
)
Balance at May 2, 2015
 
 
 
 
 
 
 
Goodwill
176,336

 
1,414,633

 
155,416

 
1,746,385

Accumulated impairment losses

 
(129,214
)
 

 
(129,214
)
 
$
176,336

 
$
1,285,419

 
$
155,416

 
$
1,617,171


(1) 
The goodwill acquired relates to the Company’s acquisition of two businesses. See Note 3, “Acquisitions and Divestitures,” of the Notes to Condensed Consolidated Financial Statements.
(2) 
The goodwill adjustments during the six months ended May 2, 2015, were primarily a result of tax benefits from the exercise of stock awards of acquired companies.
The Company conducts the goodwill impairment test annually, as of the first day of the second fiscal quarter, and whenever events occur or facts and circumstances indicate it is more likely than not that the fair value of a reporting unit has fallen below its carrying amount. For the annual goodwill impairment test, the Company uses the income approach, the market approach, or a combination thereof to determine each reporting unit’s fair value. The income approach provides an estimate of fair value based on discounted expected future cash flows (“DCF”). The market approach provides an estimate of fair value, applying various observable market-based multiples to the reporting unit’s operating results and then applying an appropriate control premium. For the fiscal year 2015 annual goodwill impairment test, the Company used a combination of the income approach and the market approach, weighted equally, to estimate each reporting unit’s fair value.
Determining the fair value of a reporting unit requires judgment and involves the use of significant estimates and assumptions. The Company based its fair value estimates on assumptions it believes to be reasonable, but these estimates and assumptions are inherently uncertain. Estimates and assumptions with respect to the determination of the fair value of its reporting units using the income approach include, among other inputs:
The Company’s operating forecasts;
The Company’s forecasted revenue growth rates; and
Risk-commensurate discount rates and costs of capital.
The Company’s estimates of revenues and costs are based on historical data, various internal estimates, and a variety of external sources, and are developed as part of the Company’s regular long-range planning process. The control premium used in market or combined approaches is determined by considering control premiums offered as part of the acquisitions that have occurred in market segments that are comparable with the Company’s reporting units.
Based on the results of the annual goodwill impairment analysis performed during the second fiscal quarter of 2015, the Company determined that no impairment needed to be recorded.
The Company acquired certain finite-lived intangible assets as part of its two acquisitions during the three months ended May 2, 2015 (see Note 3, “Acquisitions and Divestitures,” of the Notes to Condensed Consolidated Financial Statements). The following table presents details of the acquired finite-lived intangible assets (in thousands, except for weighted-average useful life):
 
Fair Value
 
Weighted-
Average
Useful Life
(in years)
Trade name
$
500

 
6.00
Core/developed technology
28,450

 
4.04
Customer relationships
22,030

 
7.93
Non-compete agreements
240

 
2.00
Patents with broader applications (1)
1,040

 
15.00
Total intangible assets
$
52,260

 
5.91
(1) 
These are patents acquired by the Company as part of an acquisition during the three months ended May 2, 2015. The potential use of these patents extends beyond their use in the core/developed technology acquired in the acquisition.
Intangible assets other than goodwill are amortized on a straight-line basis over the following estimated remaining useful lives, unless the Company has determined these lives to be indefinite. The Company did not incur costs to renew or extend the term of any recognized intangible assets during the six months ended May 2, 2015. The following tables present details of the Company’s finite-lived intangible assets (in thousands, except for weighted-average remaining useful life):
May 2, 2015
Gross
Carrying
Value
 
Accumulated
Amortization
 
Net
Carrying
Value
 
Weighted-
Average
Remaining
Useful Life
(in years)
Trade name
$
1,090

 
$
306

 
$
784

 
4.66
Core/developed technology
40,530

 
4,458

 
36,072

 
3.91
Patent license (1)
7,750

 
291

 
7,459

 
18.23
Customer relationships
23,110

 
992

 
22,118

 
7.66
Non-compete agreements
1,050

 
507

 
543

 
1.67
Patents with broader applications
1,040

 
8

 
1,032

 
14.88
Total intangible assets
$
74,570

 
$
6,562

 
$
68,008

 
6.86
 
 
 
 
 
 
 
 
November 1, 2014
Gross
Carrying
Value
 
Accumulated
Amortization
 
Net
Carrying
Value
 
Weighted-
Average
Remaining
Useful Life
(in years)
Trade name
$
590

 
$
227

 
$
363

 
3.00
Core/developed technology
12,080

 
1,964

 
10,116

 
4.30
Customer relationships
1,080

 
427

 
653

 
3.01
Non-compete agreements
810

 
394

 
416

 
2.01
Total intangible assets
$
14,560

 
$
3,012

 
$
11,548

 
4.10

(1) 
The patent license was assigned an estimated useful life that reflects the Company’s consumption of the expected defensive benefits related to this intangible asset. The method of amortization for the patent license reflects the Company’s estimate of the pattern in which these expected defensive benefits will be used by the Company, and is primarily driven by a mix of expiration patterns of the individual patents included in the license.
The following table presents the amortization of finite-lived intangible assets included in the Condensed Consolidated Statements of Operations (in thousands):
 
Three Months Ended
 
Six Months Ended
 
May 2, 2015
 
May 3, 2014
 
May 2, 2015
 
May 3, 2014
Cost of revenues
$
1,857

 
$
396

 
$
2,494

 
$
6,858

Research and development
627

 
131

 
765

 
10,014

General and administrative (1)
291




291

 

Total
$
2,775

 
$
527

 
$
3,550

 
$
16,872


(1) 
The amortization is related to the $7.8 million of perpetual, non-exclusive license to certain patents purchased during the six months ended May 2, 2015.
The following table presents the estimated future amortization of finite-lived intangible assets as of May 2, 2015 (in thousands):
Fiscal Year
 
Estimated
Future
Amortization
2015 (remaining six months)
 
$
7,558

2016
 
14,774

2017
 
14,301

2018
 
9,779

2019
 
6,259

Thereafter
 
15,337

Total
 
$
68,008