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DISCONTINUED OPERATIONS
6 Months Ended
Apr. 30, 2015
Discontinued Operations and Disposal Groups [Abstract]  
Discontinued Operations Disclosure
3. DISCONTINUED OPERATIONS

On September 19, 2013, Agilent announced its intention to separate its electronic measurement business, Keysight, which was previously a separate reportable segment, into a stand-alone publicly traded company. Keysight was incorporated in Delaware as a wholly-owned subsidiary of Agilent on December 6, 2013. On November 1, 2014, we completed the distribution of 100% of the outstanding common stock of Keysight to Agilent stockholders, who received one share of Keysight common stock for every two shares of Agilent common stock held as of the close of business on the record date, October 22, 2014. The separation agreement ensured that Keysight had approximately $700 million of total cash immediately following distribution.
 
The historical results of operations and statement of financial position of Keysight have been presented as discontinued operations in the condensed consolidated financial statements and prior periods have been restated. Discontinued operations include results of Keysight's business except for certain allocated corporate overhead costs and certain costs associated with transition services provided by Agilent to Keysight. Discontinued operations also includes other costs incurred by Agilent to separate Keysight. These costs include transaction charges, advisory and consulting fees and information system expenses.

The following table summarizes results from discontinued operations of Keysight included in the condensed consolidated statement of operations:

 
Three Months Ended
 
Six Months Ended
 
April 30,
 
April 30,
 
2015
 
2014
 
2015
 
2014
 
(in millions)
Net revenue
$

 
$
743

 
$

 
$
1,414

Costs and expenses
5

 
627

 
37

 
1,204

Operating income (loss)
(5
)
 
116

 
(37
)
 
210

Other income (expense), net

 
1

 

 
1

Income (loss) from discontinued operations before tax
(5
)
 
117

 
(37
)
 
211

Provision (benefit) for income taxes

 
18

 
(2
)
 
38

Net income (loss) from discontinued operations
$
(5
)
 
$
99

 
$
(35
)
 
$
173


   
Net income (loss) from discontinued operations includes transaction, information systems and other costs to effect the separation of $5 million and $37 million for the three and six months ended April 30, 2015, respectively. Net income (loss) from discontinued operations includes transaction, information systems and other costs to effect the separation of $39 million and $57 million for the three and six months ended April 30, 2014, respectively. In the three and six months ended April 30, 2015 only those costs incurred to effect the separation have been included. No income or expense has been recorded for the Keysight business after separation from Agilent on November 1, 2014.

The following table presents Agilent's electronic measurement business assets and liabilities removed from the condensed consolidated balance sheet as of November 1, 2014 and presented as discontinued operations as of October 31, 2014:
 
October 31, 2014
 
(in millions)
Assets:
 
Cash and cash equivalents
$
810

Accounts receivable, net
357

Inventory
498

Other current assets
156

Current assets of discontinued operations
1,821

Property, plant and equipment, net
470

Goodwill
392

Other intangible assets, net
18

Long-term investments
63

Other assets
222

Non-current assets of discontinued operations
1,165

Total assets of discontinued operations
$
2,986

Liabilities:
 
Accounts payable
$
173

Employee compensation and benefits
167

Deferred revenue
175

Other accrued liabilities
108

Current liabilities of discontinued operations
623

Long-term debt
1,099

Retirement and post-retirement benefits
213

Other long-term liabilities
122

Long-term liabilities of discontinued operations
1,434

Total liabilities of discontinued operations
$
2,057



In addition, $332 million of accumulated other comprehensive loss, net of income taxes, primarily related to pension and other post retirement benefits plans and currency translation was also transferred to Keysight together with $28 million of additional paid in capital related to share based compensation windfall tax benefits. The removal of Keysight net assets and equity related adjustments is presented as a reduction in Agilent's retained earnings and represents a non cash financing activity excluding cash transferred. See Note 5 “Income Taxes” for tax implications of the distribution and Note 4 “Share Based Compensation” for changes to share based compensation awards as a result of the distribution of Keysight.

In order to effect the separation and govern our relationship with Keysight after the separation, we entered into a Separation and Distribution Agreement and other agreements including a Tax Matters Agreement, an Employee Matters Agreement and a Transition Services Agreement. The Separation and Distribution Agreement governs the separation of the electronic measurement business, the transfer of assets and other matters related to our relationship with Keysight.

The Tax Matters Agreement governs the respective rights, responsibilities and obligations of Keysight and Agilent with respect to taxes, tax attributes, tax returns, tax proceedings and certain other tax matters.

The Employee Matters Agreement governs the compensation and employee benefit obligations with respect to the current and former employees and non-employee directors of Keysight and Agilent, and generally allocates liabilities and responsibilities relating to employee compensation, benefit plans and programs. The Employee Matters Agreement provides that employees of Keysight will no longer participate in benefit plans sponsored or maintained by Agilent. In addition, the Employee Matters Agreement provides that each of the parties will be responsible for their respective former and current employees and compensation plans for such current employees.

Under the terms of the Transition Services Agreement, we agreed to provide administrative, site services, information technology systems and various other corporate and support services to Keysight over the period of 12-18 months after the separation on a cost or cost-plus basis. The most significant component of the service income is the provision of IT services that were largely completed by the end of the second quarter of 2015. In total we expect to receive income for all services provided to Keysight of approximately $12 million. In addition, Agilent expects to receive lease income from Keysight over the next 4-5 years of approximately $13 million per year.  In the three and six months ended April 30, 2015 other income (expense), net includes $7 million and $18 million, respectively, of income in respect of the provision of services to, and lease income from Keysight.