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Goodwill And Intangible Assets
9 Months Ended
Jul. 29, 2017
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill And Intangible Assets
Goodwill and Intangible Assets
The following table summarizes goodwill activity by reportable segment during the nine months ended July 29, 2017 (in thousands):
 
Storage Area Networking (“SAN”) 
Products
 
IP Networking Products
 
Global Services
 
Total
Balance at October 29, 2016
 
 
 
 
 
 
 
Goodwill
$
176,320

 
$
1,698,641

 
$
549,437

 
$
2,424,398

Accumulated impairment losses

 
(129,214
)
 

 
(129,214
)
 
176,320

 
1,569,427

 
549,437

 
2,295,184

Purchase accounting adjustments (1)

 
70,182

 
(74,120
)
 
(3,938
)
Divestitures and assets held for sale (2)

 
(35,920
)
 

 
(35,920
)
Balance at July 29, 2017
 
 
 
 
 
 
 
Goodwill
176,320

 
1,732,903

 
475,317

 
2,384,540

Accumulated impairment losses

 
(129,214
)
 

 
(129,214
)
 
$
176,320

 
$
1,603,689

 
$
475,317

 
$
2,255,326


(1) 
For the measurement period adjustments recorded in connection with the acquisition of Ruckus, see Note 3, “Acquisitions, Divestitures, and Assets Held for Sale,” of the Notes to Condensed Consolidated Financial Statements.
(2) 
The reduction in goodwill relates to the completed divestiture of the Company’s vRouter product line and the pending divestitures of the vADC and vEPC product lines in the third quarter of fiscal year 2017. See Note 3, “Acquisitions, Divestitures, and Assets Held for Sale,” of the Notes to Condensed Consolidated Financial Statements for additional information.
The Company conducts its goodwill impairment test annually, as of the first day of the fourth fiscal quarter, and whenever events occur or facts and circumstances change that would more likely than not reduce the fair value of a reporting unit 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 by applying various observable market-based multiples to the reporting unit’s operating results and then applying an appropriate control premium. For the fiscal year 2016 annual goodwill impairment test, the Company used a combination of these approaches to estimate each reporting unit’s fair value. At the time that the fiscal year 2016 annual goodwill impairment test was performed, the Company believed that the income approach and the market approach were equally representative of a 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 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 the market approach or as part of combined approaches was determined by considering control premiums offered as part of the acquisitions where acquired companies were comparable with the Company’s reporting units.
Based on the results of the annual goodwill impairment analysis performed during the fourth fiscal quarter of 2016, the Company determined that no impairment charge needed to be recorded. As of July 29, 2017, no new events had occurred nor had any facts or circumstances changed since the annual goodwill impairment analysis performed during the fourth quarter of fiscal year 2016 that indicated that the fair values of the reporting units may be less than their current carrying amounts.
Intangible assets other than goodwill are primarily 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 acquired finite-lived intangible assets during the nine months ended July 29, 2017.
The following tables present details of the Company’s intangible assets, excluding goodwill (in thousands, except for weighted-average remaining useful life):
 
July 29, 2017
 
Gross
Carrying
Value
 
Accumulated
Amortization
 
Net
Carrying
Value
 
Weighted-
Average
Remaining
Useful Life
(In years)
Finite-lived intangible assets:
 
 
 
 
 
 
 
Trade names
$
42,130

 
$
4,586

 
$
37,544

 
9.82
Core/developed technology
240,250

 
46,291

 
193,959

 
5.09
Patent portfolio license (1)
7,750

 
2,695

 
5,055

 
16.02
Customer relationships
110,000

 
18,558

 
91,442

 
5.83
Total finite-lived intangible assets (2)
$
400,130

 
$
72,130

 
$
328,000

 
5.58
Indefinite-lived intangible assets, excluding goodwill:
 
 
 
 
 
 
 
IPR&D (3)
25,000

 

 
25,000

 
 
Total indefinite-lived intangible assets, excluding goodwill
25,000

 

 
25,000

 
 
Total intangible assets, excluding goodwill
$
425,130

 
$
72,130

 
$
353,000

 
 
 
 
 
 
 
 
 
 
 
October 29, 2016
 
Gross
Carrying
Value
 
Accumulated
Amortization
 
Net
Carrying
Value
 
Weighted-
Average
Remaining
Useful Life
(In years)
Finite-lived intangible assets:
 
 
 
 
 
 
 
Trade names
$
45,090

 
$
2,359

 
$
42,731

 
10.51
Core/developed technology
286,290

 
37,352

 
248,938

 
5.51
Patent portfolio license (1)
7,750

 
1,935


5,815

 
17.00
Customer relationships
143,110

 
15,813

 
127,297

 
6.32
Non-compete agreements
1,050

 
983

 
67

 
0.29
Patents with broader applications
1,040

 
110

 
930

 
13.38
Total finite-lived intangible assets
$
484,330

 
$
58,552

 
$
425,778

 
6.08
Indefinite-lived intangible assets, excluding goodwill:
 
 
 
 
 
 
 
IPR&D (3)
24,000

 

 
24,000

 
 
Total indefinite-lived intangible assets, excluding goodwill
24,000

 

 
24,000

 
 
Total intangible assets, excluding goodwill
$
508,330

 
$
58,552

 
$
449,778

 
 

(1) 
The patent portfolio license was assigned an estimated useful life that reflects the Company’s consumption of the expected defensive benefits related to this license to certain patents. The method of amortization for the patent portfolio license reflects the Company’s estimate of the pattern in which these expected defensive benefits will be used by the Company and is primarily based on the mix of expiration patterns of the individual patents included in the license.
(2) 
During the nine months ended July 29, 2017, $9.5 million of finite-lived intangible assets became fully amortized and, therefore, were removed from the balance sheet.
(3) 
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 Company conducts its IPR&D impairment test annually, as of the first day of the fourth 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 asset 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 asset is less than the carrying amount, then the Company conducts a quantitative analysis to determine the fair value of the IPR&D asset. If the carrying amount of the IPR&D asset 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 fourth fiscal quarter of 2016, the Company determined that no impairment needed to be recorded. As of July 29, 2017, no new events had occurred nor had any facts or circumstances changed since the annual IPR&D impairment analysis performed during the fourth quarter of fiscal year 2016 that indicated that the fair value of the IPR&D asset may be less than the current carrying amount.
The amortization of finite-lived intangible assets is included in the following line items of the Company’s Condensed Consolidated Statements of Operations as follows (in thousands):
 
Three Months Ended
 
Nine Months Ended
 
July 29, 2017
 
July 30, 2016
 
July 29, 2017
 
July 30, 2016
Cost of revenues
$
10,612

 
$
8,922

 
$
36,352

 
$
15,269

General and administrative (1)
248


271

 
760

 
821

Amortization of intangible assets
5,822

 
5,498

 
20,998

 
7,302

Total
$
16,682

 
$
14,691

 
$
58,110

 
$
23,392


(1) 
The amortization is related to the $7.8 million perpetual, nonexclusive license to certain patents purchased in fiscal year 2015.
The following table presents the estimated future amortization of finite-lived intangible assets as of July 29, 2017 (in thousands):
Fiscal Year
 
Estimated
Future
Amortization
2017 (remaining three months)
 
$
14,761

2018
 
58,961

2019
 
58,760

2020
 
58,294

2021
 
58,225

Thereafter
 
78,999

Total
 
$
328,000