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DELAWARE
|
|
77-0518772
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(State or other jurisdiction of
|
|
(IRS employer
|
incorporation or organization)
|
|
Identification no.)
|
|
|
|
5301 STEVENS CREEK BLVD.,
|
|
|
SANTA CLARA, CALIFORNIA
|
|
95051
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Large accelerated filer
x
|
|
Accelerated filer
¨
|
|
|
|
Non-accelerated filer
¨
|
|
Smaller reporting company
¨
|
(do not check if a smaller reporting company)
|
|
|
CLASS
|
|
OUTSTANDING AT JULY 31, 2013
|
COMMON STOCK, $0.01 PAR VALUE
|
|
330,791,981
|
|
|
|
Page
Number
|
|
|||
|
|||
|
|
||
|
|
||
|
|
||
|
|
||
|
|
||
|
|||
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|||
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|||
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|||
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|||
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|||
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|||
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||
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|
PART I
|
— FINANCIAL INFORMATION
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
July 31,
|
|
July 31,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Net revenue:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Products
|
$
|
1,335
|
|
|
$
|
1,428
|
|
|
$
|
4,139
|
|
|
$
|
4,205
|
|
Services and other
|
317
|
|
|
295
|
|
|
925
|
|
|
886
|
|
||||
Total net revenue
|
1,652
|
|
|
1,723
|
|
|
5,064
|
|
|
5,091
|
|
||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cost of products
|
625
|
|
|
676
|
|
|
1,936
|
|
|
1,927
|
|
||||
Cost of services and other
|
171
|
|
|
157
|
|
|
501
|
|
|
482
|
|
||||
Total costs
|
796
|
|
|
833
|
|
|
2,437
|
|
|
2,409
|
|
||||
Research and development
|
171
|
|
|
162
|
|
|
531
|
|
|
490
|
|
||||
Selling, general and administrative
|
449
|
|
|
458
|
|
|
1,430
|
|
|
1,351
|
|
||||
Total costs and expenses
|
1,416
|
|
|
1,453
|
|
|
4,398
|
|
|
4,250
|
|
||||
Income from operations
|
236
|
|
|
270
|
|
|
666
|
|
|
841
|
|
||||
Interest income
|
2
|
|
|
2
|
|
|
5
|
|
|
7
|
|
||||
Interest expense
|
(27
|
)
|
|
(24
|
)
|
|
(77
|
)
|
|
(75
|
)
|
||||
Other income (expense), net
|
1
|
|
|
(10
|
)
|
|
11
|
|
|
14
|
|
||||
Income before taxes
|
212
|
|
|
238
|
|
|
605
|
|
|
787
|
|
||||
Provision (benefit) for income taxes
|
44
|
|
|
(5
|
)
|
|
92
|
|
|
59
|
|
||||
Net income
|
$
|
168
|
|
|
$
|
243
|
|
|
$
|
513
|
|
|
$
|
728
|
|
|
|
|
|
|
|
|
|
||||||||
Net income per share:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
$
|
0.50
|
|
|
$
|
0.70
|
|
|
$
|
1.49
|
|
|
$
|
2.09
|
|
Diluted
|
$
|
0.49
|
|
|
$
|
0.69
|
|
|
$
|
1.47
|
|
|
$
|
2.06
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average shares used in computing net income per share:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Basic
|
339
|
|
|
348
|
|
|
344
|
|
|
348
|
|
||||
Diluted
|
343
|
|
|
353
|
|
|
348
|
|
|
353
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Cash dividends declared per common share
|
$
|
0.12
|
|
|
$
|
0.10
|
|
|
$
|
0.34
|
|
|
$
|
0.20
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
July 31,
|
|
July 31,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Net income
|
$
|
168
|
|
|
$
|
243
|
|
|
$
|
513
|
|
|
$
|
728
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
||||||||
Change in unrealized gain on investments, net of tax expense (benefit) of $1, $0, $2 and $(8)
|
4
|
|
|
—
|
|
|
5
|
|
|
6
|
|
||||
Change in unrealized gain on derivative instruments, net of tax expense (benefit) of $(3), $0, $2 and $2
|
(4
|
)
|
|
(2
|
)
|
|
7
|
|
|
2
|
|
||||
Amounts reclassified into earnings related to derivative instruments, net of tax benefit of $(1), $(1), $(3) and $(2)
|
(3
|
)
|
|
—
|
|
|
(8
|
)
|
|
(4
|
)
|
||||
Foreign currency translation
|
(32
|
)
|
|
(102
|
)
|
|
(87
|
)
|
|
(160
|
)
|
||||
Net defined benefit pension cost and post retirement plan costs:
|
|
|
|
|
|
|
|
||||||||
Change in actuarial net loss, net of tax expense of $6, $3, $16 and $9
|
15
|
|
|
13
|
|
|
45
|
|
|
41
|
|
||||
Change in net prior service benefit, net of tax benefit of $(4), $0, $(12) and $0
|
(8
|
)
|
|
(12
|
)
|
|
(24
|
)
|
|
(36
|
)
|
||||
Other comprehensive loss
|
(28
|
)
|
|
(103
|
)
|
|
(62
|
)
|
|
(151
|
)
|
||||
Total comprehensive income
|
$
|
140
|
|
|
$
|
140
|
|
|
$
|
451
|
|
|
$
|
577
|
|
|
July 31,
2013 |
|
October 31,
2012 |
||||
ASSETS
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
2,330
|
|
|
$
|
2,351
|
|
Accounts receivable, net
|
875
|
|
|
923
|
|
||
Inventory
|
1,054
|
|
|
1,014
|
|
||
Other current assets
|
325
|
|
|
341
|
|
||
Total current assets
|
4,584
|
|
|
4,629
|
|
||
Property, plant and equipment, net
|
1,139
|
|
|
1,164
|
|
||
Goodwill
|
2,995
|
|
|
3,025
|
|
||
Other intangible assets, net
|
945
|
|
|
1,086
|
|
||
Long-term investments
|
124
|
|
|
109
|
|
||
Other assets
|
491
|
|
|
523
|
|
||
Total assets
|
$
|
10,278
|
|
|
$
|
10,536
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
407
|
|
|
$
|
461
|
|
Employee compensation and benefits
|
345
|
|
|
387
|
|
||
Deferred revenue
|
463
|
|
|
420
|
|
||
Short-term debt
|
—
|
|
|
250
|
|
||
Other accrued liabilities
|
335
|
|
|
375
|
|
||
Total current liabilities
|
1,550
|
|
|
1,893
|
|
||
Long-term debt
|
2,701
|
|
|
2,112
|
|
||
Retirement and post-retirement benefits
|
463
|
|
|
554
|
|
||
Other long-term liabilities
|
774
|
|
|
792
|
|
||
Total liabilities
|
5,488
|
|
|
5,351
|
|
||
Commitments and contingencies (Note 12)
|
|
|
|
|
|
||
Total equity:
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
|
|
||
Preferred stock; $0.01 par value; 125 million shares authorized; none issued and outstanding
|
—
|
|
|
—
|
|
||
Common stock; $0.01 par value; 2 billion shares authorized; 600 million shares at July 31, 2013 and 595 million shares at October 31, 2012 issued
|
6
|
|
|
6
|
|
||
Treasury stock at cost; 269 million shares at July 31, 2013 and 249 million shares at October 31, 2012
|
(9,607
|
)
|
|
(8,707
|
)
|
||
Additional paid-in-capital
|
8,660
|
|
|
8,489
|
|
||
Retained earnings
|
5,901
|
|
|
5,505
|
|
||
Accumulated other comprehensive loss
|
(173
|
)
|
|
(111
|
)
|
||
Total stockholders' equity
|
4,787
|
|
|
5,182
|
|
||
Non-controlling interest
|
3
|
|
|
3
|
|
||
Total equity
|
4,790
|
|
|
5,185
|
|
||
Total liabilities and equity
|
$
|
10,278
|
|
|
$
|
10,536
|
|
|
Nine Months Ended
|
||||||
|
July 31,
|
||||||
|
2013
|
|
2012
|
||||
Cash flows from operating activities:
|
|
|
|
|
|
||
Net income
|
$
|
513
|
|
|
$
|
728
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
277
|
|
|
207
|
|
||
Share-based compensation
|
66
|
|
|
59
|
|
||
Excess tax benefit from share-based plans
|
(2
|
)
|
|
—
|
|
||
Deferred taxes
|
1
|
|
|
2
|
|
||
Excess and obsolete inventory and inventory-related charges
|
36
|
|
|
20
|
|
||
Other non-cash expenses, net
|
8
|
|
|
2
|
|
||
Changes in assets and liabilities:
|
|
|
|
|
|
||
Accounts receivable
|
31
|
|
|
(22
|
)
|
||
Inventory
|
(81
|
)
|
|
(74
|
)
|
||
Accounts payable
|
(47
|
)
|
|
(1
|
)
|
||
Employee compensation and benefits
|
(37
|
)
|
|
(105
|
)
|
||
Other assets and liabilities
|
10
|
|
|
(73
|
)
|
||
Net cash provided by operating activities
|
775
|
|
|
743
|
|
||
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
|
|
||
Investments in property, plant and equipment
|
(163
|
)
|
|
(132
|
)
|
||
Proceeds from lease receivable
|
—
|
|
|
80
|
|
||
Proceeds from sale of property, plant and equipment
|
2
|
|
|
—
|
|
||
Payment to acquire equity method investment
|
(21
|
)
|
|
—
|
|
||
Purchase of other investments
|
(15
|
)
|
|
—
|
|
||
Proceeds from sale of investments
|
11
|
|
|
5
|
|
||
Acquisitions of businesses and intangible assets, net of cash acquired
|
(11
|
)
|
|
(2,227
|
)
|
||
Net cash used in investing activities
|
(197
|
)
|
|
(2,274
|
)
|
||
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
||
Issuance of common stock under employee stock plans
|
116
|
|
|
90
|
|
||
Payment of dividends
|
(117
|
)
|
|
(70
|
)
|
||
Purchase of non-controlling interest
|
(3
|
)
|
|
(6
|
)
|
||
Excess tax benefit from share-based plans
|
2
|
|
|
—
|
|
||
Issuance of senior notes
|
597
|
|
|
—
|
|
||
Debt issuance costs
|
(5
|
)
|
|
—
|
|
||
Repayment of senior notes
|
(250
|
)
|
|
—
|
|
||
Repayment of credit facility
|
—
|
|
|
(1
|
)
|
||
Treasury stock repurchases
|
(900
|
)
|
|
(78
|
)
|
||
Net cash used in financing activities
|
(560
|
)
|
|
(65
|
)
|
||
|
|
|
|
||||
Effect of exchange rate movements
|
(39
|
)
|
|
(8
|
)
|
||
|
|
|
|
||||
Net decrease in cash and cash equivalents
|
(21
|
)
|
|
(1,604
|
)
|
||
|
|
|
|
||||
Cash and cash equivalents at beginning of period
|
2,351
|
|
|
3,527
|
|
||
Cash and cash equivalents at end of period
|
$
|
2,330
|
|
|
$
|
1,923
|
|
1.
|
OVERVIEW, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||
|
July 31, 2012
|
||||||
|
|
||||||
Net revenue
|
$
|
1,783
|
|
|
$
|
5,333
|
|
Net income
|
$
|
252
|
|
|
$
|
707
|
|
Net income per share - basic
|
$
|
0.72
|
|
|
$
|
2.03
|
|
Net income per share - diluted
|
$
|
0.71
|
|
|
$
|
2.00
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
July 31,
|
|
July 31,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
(in millions)
|
||||||||||||||
Cost of products and services
|
$
|
4
|
|
|
$
|
2
|
|
|
$
|
15
|
|
|
$
|
12
|
|
Research and development
|
3
|
|
|
2
|
|
|
10
|
|
|
8
|
|
||||
Selling, general and administrative
|
11
|
|
|
11
|
|
|
43
|
|
|
40
|
|
||||
Total share-based compensation expense
|
$
|
18
|
|
|
$
|
15
|
|
|
$
|
68
|
|
|
$
|
60
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||
|
July 31,
|
|
July 31,
|
||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||
Stock Option Plans:
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average risk-free interest rate
|
—
|
|
|
—
|
|
|
0.9
|
%
|
|
0.9
|
%
|
Dividend yield
|
—
|
|
|
—
|
|
|
1
|
%
|
|
—
|
|
Weighted average volatility
|
—
|
|
|
—
|
|
|
39
|
%
|
|
38
|
%
|
Expected life
|
—
|
|
|
—
|
|
|
5.8yrs
|
|
|
5.8yrs
|
|
LTPP:
|
|
|
|
|
|
|
|
||||
Volatility of Agilent shares
|
37
|
%
|
|
41
|
%
|
|
37
|
%
|
|
41
|
%
|
Volatility of selected peer-company shares
|
6%-64%
|
|
|
17%-75%
|
|
|
6%-64%
|
|
|
17%-75%
|
|
Price-wise correlation with selected peers
|
49
|
%
|
|
62
|
%
|
|
49
|
%
|
|
62
|
%
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
July 31,
|
|
July 31,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
(in millions)
|
||||||||||||||
Numerator:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Net income
|
$
|
168
|
|
|
$
|
243
|
|
|
$
|
513
|
|
|
$
|
728
|
|
Denominator:
|
|
|
|
|
|
|
|
||||||||
Basic weighted-average shares
|
339
|
|
|
348
|
|
|
344
|
|
|
348
|
|
||||
Potentially dilutive common stock equivalents — stock options and other employee stock plans
|
4
|
|
|
5
|
|
|
4
|
|
|
5
|
|
||||
Diluted weighted-average shares
|
343
|
|
|
353
|
|
|
348
|
|
|
353
|
|
|
July 31,
2013 |
|
October 31,
2012 |
||||
|
(in millions)
|
||||||
Finished goods
|
$
|
538
|
|
|
$
|
509
|
|
Purchased parts and fabricated assemblies
|
516
|
|
|
505
|
|
||
Inventory
|
$
|
1,054
|
|
|
$
|
1,014
|
|
|
Life Sciences
|
|
Chemical Analysis
|
|
Diagnostics and Genomics
|
|
Electronic
Measurement
|
|
Total
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Goodwill as of October 31, 2012
|
$
|
347
|
|
|
$
|
756
|
|
|
$
|
1,464
|
|
|
$
|
458
|
|
|
$
|
3,025
|
|
Foreign currency translation impact
|
(5
|
)
|
|
(17
|
)
|
|
31
|
|
|
(49
|
)
|
|
(40
|
)
|
|||||
Goodwill arising from acquisitions/adjustments
|
—
|
|
|
—
|
|
|
11
|
|
|
(1
|
)
|
|
10
|
|
|||||
Goodwill as of July 31, 2013
|
$
|
342
|
|
|
$
|
739
|
|
|
$
|
1,506
|
|
|
$
|
408
|
|
|
$
|
2,995
|
|
|
Purchased Other Intangible Assets
|
||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
and
Impairments
|
|
Net Book
Value
|
||||||
|
(in millions)
|
||||||||||
As of October 31, 2012:
|
|
|
|
|
|
|
|
|
|||
Purchased technology
|
$
|
849
|
|
|
$
|
333
|
|
|
$
|
516
|
|
Backlog
|
14
|
|
|
14
|
|
|
—
|
|
|||
Trademark/Tradename
|
168
|
|
|
27
|
|
|
141
|
|
|||
Customer relationships
|
391
|
|
|
155
|
|
|
236
|
|
|||
Total amortizable intangible assets
|
1,422
|
|
|
529
|
|
|
893
|
|
|||
In-Process R&D
|
193
|
|
|
—
|
|
|
193
|
|
|||
Total
|
$
|
1,615
|
|
|
$
|
529
|
|
|
$
|
1,086
|
|
As of July 31, 2013:
|
|
|
|
|
|
|
|
|
|||
Purchased technology
|
1,000
|
|
|
428
|
|
|
572
|
|
|||
Backlog
|
14
|
|
|
14
|
|
|
—
|
|
|||
Trademark/Tradename
|
173
|
|
|
37
|
|
|
136
|
|
|||
Customer relationships
|
394
|
|
|
200
|
|
|
194
|
|
|||
Total amortizable intangible assets
|
1,581
|
|
|
679
|
|
|
902
|
|
|||
In-Process R&D
|
43
|
|
|
—
|
|
|
43
|
|
|||
Total
|
$
|
1,624
|
|
|
$
|
679
|
|
|
$
|
945
|
|
|
|
|
Fair Value Measurement at July 31, 2013 Using
|
||||||||||||
|
July 31,
2013 |
|
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
|
(in millions)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Short-term
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash equivalents (money market funds)
|
$
|
1,658
|
|
|
$
|
1,658
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivative instruments (foreign exchange contracts)
|
16
|
|
|
—
|
|
|
16
|
|
|
—
|
|
||||
Long-term
|
|
|
|
|
|
|
|
||||||||
Trading securities
|
49
|
|
|
49
|
|
|
—
|
|
|
—
|
|
||||
Available-for-sale investments
|
21
|
|
|
21
|
|
|
—
|
|
|
—
|
|
||||
Total assets measured at fair value
|
$
|
1,744
|
|
|
$
|
1,728
|
|
|
$
|
16
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Short-term
|
|
|
|
|
|
|
|
||||||||
Derivative instruments (foreign exchange contracts)
|
$
|
9
|
|
|
$
|
—
|
|
|
$
|
9
|
|
|
$
|
—
|
|
Long-term
|
|
|
|
|
|
|
|
||||||||
Deferred compensation liability
|
49
|
|
|
—
|
|
|
49
|
|
|
—
|
|
||||
Total liabilities measured at fair value
|
$
|
58
|
|
|
$
|
—
|
|
|
$
|
58
|
|
|
$
|
—
|
|
|
|
|
Fair Value Measurement at October 31, 2012 Using
|
||||||||||||
|
October 31,
2012 |
|
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
|
(in millions)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Short-term
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash equivalents (money market funds)
|
$
|
1,834
|
|
|
$
|
1,834
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivative instruments (foreign exchange and interest rate swap contracts)
|
7
|
|
|
—
|
|
|
7
|
|
|
—
|
|
||||
Long-term
|
|
|
|
|
|
|
|
||||||||
Trading securities
|
50
|
|
|
50
|
|
|
—
|
|
|
—
|
|
||||
Total assets measured at fair value
|
$
|
1,891
|
|
|
$
|
1,884
|
|
|
$
|
7
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Short-term
|
|
|
|
|
|
|
|
||||||||
Derivative instruments (foreign exchange contracts)
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
—
|
|
Long-term
|
|
|
|
|
|
|
|
||||||||
Deferred compensation liability
|
48
|
|
|
—
|
|
|
48
|
|
|
—
|
|
||||
Total liabilities measured at fair value
|
$
|
54
|
|
|
$
|
—
|
|
|
$
|
54
|
|
|
$
|
—
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
July 31,
|
|
July 31,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
(in millions)
|
||||||||||||||
Long-lived assets held and used
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
—
|
|
Long-lived assets held for sale
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
|
Derivatives in Cash Flow
Hedging Relationships
|
|
Derivatives
Not
Designated
as Hedging
Instruments
|
||||||||
|
|
Forward
Contracts
|
|
Option
Contracts
|
|
Forward
Contracts
|
||||||
Currency
|
|
Buy/(Sell)
|
|
Buy/(Sell)
|
|
Buy/(Sell)
|
||||||
|
|
(in millions)
|
||||||||||
Euro
|
|
$
|
(41
|
)
|
|
$
|
—
|
|
|
$
|
203
|
|
British Pound
|
|
(26
|
)
|
|
—
|
|
|
7
|
|
|||
Canadian Dollar
|
|
(40
|
)
|
|
—
|
|
|
4
|
|
|||
Australian Dollars
|
|
12
|
|
|
—
|
|
|
7
|
|
|||
Malaysian Ringgit
|
|
111
|
|
|
—
|
|
|
19
|
|
|||
Japanese Yen
|
|
(41
|
)
|
|
(92
|
)
|
|
33
|
|
|||
Other
|
|
(7
|
)
|
|
—
|
|
|
(10
|
)
|
|||
Totals
|
|
$
|
(32
|
)
|
|
$
|
(92
|
)
|
|
$
|
263
|
|
Fair Values of Derivative Instruments
|
||||||||||||||||||
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||
|
|
Fair Value
|
|
|
|
Fair Value
|
||||||||||||
Balance Sheet Location
|
|
July 31,
2013 |
|
October 31,
2012 |
|
Balance Sheet Location
|
|
July 31,
2013 |
|
October 31,
2012 |
||||||||
(in millions)
|
||||||||||||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash flow hedges
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other current assets
|
|
$
|
8
|
|
|
$
|
4
|
|
|
Other accrued liabilities
|
|
$
|
7
|
|
|
$
|
2
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other current assets
|
|
$
|
8
|
|
|
$
|
3
|
|
|
Other accrued liabilities
|
|
$
|
2
|
|
|
$
|
4
|
|
Total derivatives
|
|
$
|
16
|
|
|
$
|
7
|
|
|
|
|
$
|
9
|
|
|
$
|
6
|
|
|
|||||||||||||||
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
July 31,
|
|
July 31,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
(in millions)
|
||||||||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fair Value Hedges
|
|
|
|
|
|
|
|
|
|
|
|
||||
Gain (loss) on interest rate swap contracts, including interest accrual, recognized in interest expense
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Gain (loss) on hedged item, recognized in interest expense
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2
|
|
Cash Flow Hedges
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts:
|
|
|
|
|
|
|
|
||||||||
Gain (loss) recognized in accumulated other comprehensive income
|
$
|
(7
|
)
|
|
$
|
(1
|
)
|
|
$
|
9
|
|
|
$
|
5
|
|
Gain reclassified from accumulated other comprehensive income into cost of sales
|
$
|
4
|
|
|
$
|
1
|
|
|
$
|
11
|
|
|
$
|
6
|
|
Treasury lock agreements:
|
|
|
|
|
|
|
|
||||||||
Loss recognized in accumulated other comprehensive income
|
$
|
—
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||||
Gain (loss) recognized in other income (expense)
|
$
|
2
|
|
|
$
|
(28
|
)
|
|
$
|
—
|
|
|
$
|
(38
|
)
|
|
Workforce
|
||
|
Reduction
|
||
|
(in millions)
|
||
Balance as of October 31, 2012
|
$
|
—
|
|
Income statement expense
|
56
|
|
|
Cash payments
|
(15
|
)
|
|
Balance as of July 31, 2013
|
$
|
41
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
July 31,
|
|
July 31,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
(in millions)
|
||||||||||||||
Cost of products and services
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
19
|
|
|
$
|
—
|
|
Research and development
|
1
|
|
|
—
|
|
|
9
|
|
|
—
|
|
||||
Selling, general and administrative
|
(1
|
)
|
|
—
|
|
|
28
|
|
|
—
|
|
||||
Total restructuring and other related costs
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
56
|
|
|
$
|
—
|
|
|
Pensions
|
|
|
||||||||||||||||||||
|
U.S. Plans
|
|
Non-U.S.
Plans
|
|
U.S. Post Retirement
Benefit Plans
|
||||||||||||||||||
|
Three Months Ended July 31,
|
||||||||||||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Service cost—benefits earned during the period
|
$
|
11
|
|
|
$
|
10
|
|
|
$
|
9
|
|
|
$
|
8
|
|
|
$
|
1
|
|
|
$
|
1
|
|
Interest cost on benefit obligation
|
6
|
|
|
7
|
|
|
17
|
|
|
19
|
|
|
3
|
|
|
3
|
|
||||||
Expected return on plan assets
|
(13
|
)
|
|
(12
|
)
|
|
(24
|
)
|
|
(23
|
)
|
|
(5
|
)
|
|
(5
|
)
|
||||||
Amortization:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Actuarial losses
|
3
|
|
|
2
|
|
|
13
|
|
|
11
|
|
|
4
|
|
|
4
|
|
||||||
Prior service cost
|
(3
|
)
|
|
(3
|
)
|
|
—
|
|
|
(1
|
)
|
|
(9
|
)
|
|
(8
|
)
|
||||||
Total net plan costs
|
$
|
4
|
|
|
$
|
4
|
|
|
$
|
15
|
|
|
$
|
14
|
|
|
$
|
(6
|
)
|
|
$
|
(5
|
)
|
|
Pensions
|
|
|
||||||||||||||||||||
|
U.S. Plans
|
|
Non-U.S.
Plans |
|
U.S. Post Retirement
Benefit Plans |
||||||||||||||||||
|
Nine Months Ended July 31,
|
||||||||||||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Service cost—benefits earned during the period
|
$
|
33
|
|
|
$
|
30
|
|
|
$
|
27
|
|
|
$
|
24
|
|
|
$
|
3
|
|
|
$
|
3
|
|
Interest cost on benefit obligation
|
18
|
|
|
21
|
|
|
52
|
|
|
56
|
|
|
9
|
|
|
11
|
|
||||||
Expected return on plan assets
|
(39
|
)
|
|
(35
|
)
|
|
(73
|
)
|
|
(69
|
)
|
|
(15
|
)
|
|
(15
|
)
|
||||||
Amortization:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Actuarial losses
|
10
|
|
|
5
|
|
|
41
|
|
|
32
|
|
|
13
|
|
|
12
|
|
||||||
Prior service cost
|
(9
|
)
|
|
(9
|
)
|
|
—
|
|
|
(1
|
)
|
|
(26
|
)
|
|
(26
|
)
|
||||||
Total net plan costs
|
$
|
13
|
|
|
$
|
12
|
|
|
$
|
47
|
|
|
$
|
42
|
|
|
$
|
(16
|
)
|
|
$
|
(15
|
)
|
|
Nine Months Ended
|
||||||
|
July 31,
|
||||||
|
2013
|
|
2012
|
||||
|
(in millions)
|
||||||
Beginning balance as of November 1
|
$
|
60
|
|
|
$
|
50
|
|
Accruals for warranties including change in estimate
|
69
|
|
|
65
|
|
||
Reserve acquired upon close of Dako acquisition
|
—
|
|
|
1
|
|
||
Settlements made during the period
|
(64
|
)
|
|
(57
|
)
|
||
Ending balance as of July 31
|
$
|
65
|
|
|
$
|
59
|
|
|
|
|
|
|
July 31, 2013
|
|
October 31, 2012
|
||||||||||||||||||||
|
Amortized Principal
|
|
Swap
|
|
Total
|
|
Amortized
Principal
|
|
Swap
|
|
Total
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
2015 Senior Notes
|
$
|
499
|
|
|
$
|
14
|
|
|
$
|
513
|
|
|
$
|
499
|
|
|
$
|
18
|
|
|
$
|
517
|
|
2017 Senior Notes
|
599
|
|
|
23
|
|
|
622
|
|
|
599
|
|
|
26
|
|
|
625
|
|
||||||
2020 Senior Notes
|
498
|
|
|
27
|
|
|
525
|
|
|
498
|
|
|
29
|
|
|
527
|
|
||||||
2022 Senior Notes
|
399
|
|
|
—
|
|
|
399
|
|
|
399
|
|
|
—
|
|
|
399
|
|
||||||
2023 Senior Notes
|
597
|
|
|
—
|
|
|
597
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
$
|
2,592
|
|
|
$
|
64
|
|
|
$
|
2,656
|
|
|
$
|
1,995
|
|
|
$
|
73
|
|
|
$
|
2,068
|
|
|
Life Sciences
|
|
Chemical
Analysis
|
|
Diagnostics and Genomics
|
|
Electronic
Measurement
|
|
Total
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Three months ended July 31, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total net revenue
|
$
|
401
|
|
|
$
|
387
|
|
|
$
|
163
|
|
|
$
|
701
|
|
|
$
|
1,652
|
|
Segment income from operations
|
$
|
67
|
|
|
$
|
83
|
|
|
$
|
24
|
|
|
$
|
129
|
|
|
$
|
303
|
|
Three months ended July 31, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total net revenue
|
$
|
391
|
|
|
$
|
381
|
|
|
$
|
106
|
|
|
$
|
845
|
|
|
$
|
1,723
|
|
Segment income from operations
|
$
|
57
|
|
|
$
|
80
|
|
|
$
|
16
|
|
|
$
|
197
|
|
|
$
|
350
|
|
|
Life Sciences
|
|
Chemical
Analysis
|
|
Diagnostics and Genomics
|
|
Electronic
Measurement
|
|
Total
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Nine months ended July 31, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total net revenue
|
$
|
1,207
|
|
|
$
|
1,182
|
|
|
$
|
492
|
|
|
$
|
2,183
|
|
|
$
|
5,064
|
|
Segment income from operations
|
$
|
189
|
|
|
$
|
253
|
|
|
$
|
73
|
|
|
$
|
410
|
|
|
$
|
925
|
|
Nine months ended July 31, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Total net revenue
|
$
|
1,181
|
|
|
$
|
1,165
|
|
|
$
|
246
|
|
|
$
|
2,499
|
|
|
$
|
5,091
|
|
Segment income from operations
|
$
|
159
|
|
|
$
|
241
|
|
|
$
|
39
|
|
|
$
|
562
|
|
|
$
|
1,001
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||
|
July 31,
|
|
July 31,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
(in millions)
|
||||||||||||||
Total reportable segments’ income from operations
|
$
|
303
|
|
|
$
|
350
|
|
|
$
|
925
|
|
|
$
|
1,001
|
|
Restructuring
|
(1
|
)
|
|
—
|
|
|
(56
|
)
|
|
—
|
|
||||
Acceleration of depreciation for held and used assets
|
—
|
|
|
(15
|
)
|
|
—
|
|
|
(15
|
)
|
||||
Asset impairments
|
(1
|
)
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
||||
Transformational initiatives
|
(8
|
)
|
|
(3
|
)
|
|
(14
|
)
|
|
(19
|
)
|
||||
Amortization of intangibles
|
(48
|
)
|
|
(32
|
)
|
|
(149
|
)
|
|
(85
|
)
|
||||
Acquisition and integration costs
|
(6
|
)
|
|
(29
|
)
|
|
(22
|
)
|
|
(40
|
)
|
||||
Other
|
(3
|
)
|
|
(1
|
)
|
|
(15
|
)
|
|
(1
|
)
|
||||
Interest income
|
2
|
|
|
2
|
|
|
5
|
|
|
7
|
|
||||
Interest expense
|
(27
|
)
|
|
(24
|
)
|
|
(77
|
)
|
|
(75
|
)
|
||||
Other income (expense), net
|
1
|
|
|
(10
|
)
|
|
11
|
|
|
14
|
|
||||
Income before taxes, as reported
|
$
|
212
|
|
|
$
|
238
|
|
|
$
|
605
|
|
|
$
|
787
|
|
|
Life Sciences
|
|
Chemical
Analysis
|
|
Diagnostics and Genomics
|
|
Electronic
Measurement
|
|
Total
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
As of July 31, 2013
|
$
|
1,381
|
|
|
$
|
1,732
|
|
|
$
|
2,871
|
|
|
$
|
2,008
|
|
|
$
|
7,992
|
|
As of October 31, 2012
|
$
|
1,477
|
|
|
$
|
1,768
|
|
|
$
|
2,595
|
|
|
$
|
2,157
|
|
|
$
|
7,997
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
Year over Year Change
|
||||||||||||||
|
July 31,
|
|
July 31,
|
|
Three
|
|
Nine
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
Months
|
|
Months
|
||||||||
|
(in millions)
|
|
|
|
|
||||||||||||||
Orders
|
$
|
1,600
|
|
|
$
|
1,662
|
|
|
$
|
4,998
|
|
|
$
|
5,126
|
|
|
(4)%
|
|
(3)%
|
Net revenue:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Products
|
$
|
1,335
|
|
|
$
|
1,428
|
|
|
$
|
4,139
|
|
|
$
|
4,205
|
|
|
(7)%
|
|
(2)%
|
Services and other
|
317
|
|
|
295
|
|
|
925
|
|
|
886
|
|
|
8%
|
|
4%
|
||||
Total net revenue
|
$
|
1,652
|
|
|
$
|
1,723
|
|
|
$
|
5,064
|
|
|
$
|
5,091
|
|
|
(4)%
|
|
(1)%
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
Year over Year Change
|
||||||||||||||
|
|
July 31,
|
|
July 31,
|
|
Three
|
|
Nine
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
Months
|
|
Months
|
||||||||
Total gross margin
|
|
51.8
|
%
|
|
51.7
|
%
|
|
51.9
|
%
|
|
52.7
|
%
|
|
—
|
|
(1)ppt
|
||||
Operating margin
|
|
14.3
|
%
|
|
15.7
|
%
|
|
13.2
|
%
|
|
16.5
|
%
|
|
(1)ppt
|
|
(3)ppts
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Research and development
|
|
$
|
171
|
|
|
$
|
162
|
|
|
$
|
531
|
|
|
$
|
490
|
|
|
6%
|
|
8%
|
Selling, general and administrative
|
|
$
|
449
|
|
|
$
|
458
|
|
|
$
|
1,430
|
|
|
$
|
1,351
|
|
|
(2)%
|
|
6%
|
|
||||||||||||||||||||
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
Year over Year Change
|
||||||||||||||
|
|
July 31,
|
|
July 31,
|
|
Three
|
|
Nine
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
Months
|
|
Months
|
||||||||
|
|
(in millions)
|
|
|
|
|
|
|
|
|
||||||||||
Orders
|
|
$
|
376
|
|
|
$
|
373
|
|
|
$
|
1,189
|
|
|
$
|
1,177
|
|
|
1%
|
|
1%
|
Net revenue
|
|
$
|
401
|
|
|
$
|
391
|
|
|
$
|
1,207
|
|
|
$
|
1,181
|
|
|
3%
|
|
2%
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
Year over Year Change
|
||||||||||||||
|
|
July 31,
|
|
July 31,
|
|
Three
|
|
Nine
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
Months
|
|
Months
|
||||||||
Gross margin
|
|
51.2
|
%
|
|
50.5
|
%
|
|
51.3
|
%
|
|
50.1
|
%
|
|
1 ppt
|
|
1 ppt
|
||||
Operating margin
|
|
16.6
|
%
|
|
14.5
|
%
|
|
15.6
|
%
|
|
13.4
|
%
|
|
2 ppts
|
|
2 ppts
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Research and development
|
|
$
|
34
|
|
|
$
|
35
|
|
|
$
|
103
|
|
|
$
|
105
|
|
|
(3)%
|
|
(3)%
|
Selling, general and administrative
|
|
$
|
105
|
|
|
$
|
106
|
|
|
$
|
328
|
|
|
$
|
328
|
|
|
(1)%
|
|
—
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
Year over Year Change
|
||||||||||||||
|
|
July 31,
|
|
July 31,
|
|
Three
|
|
Nine
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
Months
|
|
Months
|
||||||||
|
|
(in millions)
|
|
|
|
|
|
|
|
|
||||||||||
Orders
|
|
$
|
390
|
|
|
$
|
372
|
|
|
$
|
1,197
|
|
|
$
|
1,183
|
|
|
5%
|
|
1%
|
Net revenue
|
|
$
|
387
|
|
|
$
|
381
|
|
|
$
|
1,182
|
|
|
$
|
1,165
|
|
|
1%
|
|
1%
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
Year over Year Change
|
||||||||||||||
|
|
July 31,
|
|
July 31,
|
|
Three
|
|
Nine
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
Months
|
|
Months
|
||||||||
Gross margin
|
|
51.0
|
%
|
|
50.1
|
%
|
|
51.2
|
%
|
|
50.9
|
%
|
|
1 ppt
|
|
—
|
||||
Operating margin
|
|
21.5
|
%
|
|
20.9
|
%
|
|
21.4
|
%
|
|
20.7
|
%
|
|
1 ppt
|
|
1 ppt
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Research and development
|
|
$
|
23
|
|
|
$
|
23
|
|
|
$
|
70
|
|
|
$
|
70
|
|
|
—
|
|
—
|
Selling, general and administrative
|
|
$
|
91
|
|
|
$
|
89
|
|
|
$
|
282
|
|
|
$
|
283
|
|
|
2%
|
|
—
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
Year over Year Change
|
||||||||||||||
|
|
July 31,
|
|
July 31,
|
|
Three
|
|
Nine
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
Months
|
|
Months
|
||||||||
|
|
(in millions)
|
|
|
|
|
|
|
|
|
||||||||||
Orders
|
|
$
|
160
|
|
|
$
|
106
|
|
|
$
|
488
|
|
|
$
|
241
|
|
|
52%
|
|
103%
|
Net revenue
|
|
$
|
163
|
|
|
$
|
106
|
|
|
$
|
492
|
|
|
$
|
246
|
|
|
54%
|
|
99%
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
Year over Year Change
|
||||||||||||||
|
|
July 31,
|
|
July 31,
|
|
Three
|
|
Nine
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
Months
|
|
Months
|
||||||||
Gross margin
|
|
59.4
|
%
|
|
60.8
|
%
|
|
60.8
|
%
|
|
62.6
|
%
|
|
(1) ppt
|
|
(2) ppts
|
||||
Operating margin
|
|
14.6
|
%
|
|
15.2
|
%
|
|
14.8
|
%
|
|
15.8
|
%
|
|
(1) ppt
|
|
(1) ppt
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Research and development
|
|
$
|
22
|
|
|
$
|
13
|
|
|
$
|
66
|
|
|
$
|
33
|
|
|
72%
|
|
101%
|
Selling, general and administrative
|
|
$
|
51
|
|
|
$
|
36
|
|
|
$
|
161
|
|
|
$
|
83
|
|
|
43%
|
|
94%
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
Year over Year Change
|
||||||||||||||
|
|
July 31,
|
|
July 31,
|
|
Three
|
|
Nine
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
Months
|
|
Months
|
||||||||
|
|
(in millions)
|
|
|
|
|
|
|
|
|
||||||||||
Orders
|
|
$
|
674
|
|
|
$
|
811
|
|
|
$
|
2,124
|
|
|
$
|
2,525
|
|
|
(17)%
|
|
(16)%
|
Net revenue
|
|
$
|
701
|
|
|
$
|
845
|
|
|
$
|
2,183
|
|
|
$
|
2,499
|
|
|
(17)%
|
|
(13)%
|
|
|
Three Months Ended
|
|
Nine Months Ended
|
|
Year over Year Change
|
||||||||||||||
|
|
July 31,
|
|
July 31,
|
|
Three
|
|
Nine
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
Months
|
|
Months
|
||||||||
Gross margin
|
|
56.6
|
%
|
|
55.9
|
%
|
|
57.0
|
%
|
|
56.9
|
%
|
|
1 ppt
|
|
—
|
||||
Operating margin
|
|
18.5
|
%
|
|
23.3
|
%
|
|
18.8
|
%
|
|
22.5
|
%
|
|
(5) ppts
|
|
(4) ppts
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
(in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Research and development
|
|
$
|
89
|
|
|
$
|
91
|
|
|
$
|
277
|
|
|
$
|
281
|
|
|
(2)%
|
|
(1)%
|
Selling, general and administrative
|
|
$
|
178
|
|
|
$
|
184
|
|
|
$
|
557
|
|
|
$
|
578
|
|
|
(3)%
|
|
(4)%
|
•
|
reduced demand for our products, delays in the shipment of orders, or increases in order cancellations;
|
•
|
increased risk of excess and obsolete inventories;
|
•
|
increased price pressure for our products and services; and
|
•
|
greater risk of impairment to the value, and a detriment to the liquidity, of our investment portfolio.
|
•
|
properly identify customer needs;
|
•
|
innovate and develop new technologies, services and applications;
|
•
|
successfully commercialize new technologies in a timely manner;
|
•
|
manufacture and deliver our products in sufficient volumes and on time;
|
•
|
differentiate our offerings from our competitors' offerings;
|
•
|
price our products competitively;
|
•
|
anticipate our competitors' development of new products, services or technological innovations; and
|
•
|
control product quality in our manufacturing process.
|
•
|
interruption to transportation flows for delivery of parts to us and finished goods to our customers;
|
•
|
changes in foreign currency exchange rates;
|
•
|
changes in a specific country's or region's political, economic or other conditions;
|
•
|
trade protection measures and import or export licensing requirements;
|
•
|
negative consequences from changes in tax laws including changes to U.S. tax legislation that could materially increase our effective tax rate;
|
•
|
difficulty in staffing and managing widespread operations;
|
•
|
differing labor regulations;
|
•
|
differing protection of intellectual property;
|
•
|
unexpected changes in regulatory requirements; and
|
•
|
geopolitical turmoil, including terrorism and war.
|
•
|
the retention of key employees;
|
•
|
the management of facilities and employees in different geographic areas;
|
•
|
the retention of key customers;
|
•
|
the compatibility of our sales programs and facilities with those of the acquired company; and
|
•
|
the compatibility of our existing infrastructure with that of an acquired company.
|
•
|
effectively transfer liabilities, contracts, facilities and employees to the purchaser;
|
•
|
identify and separate the intellectual property to be divested from the intellectual property that we wish to keep; and
|
•
|
reduce fixed costs previously associated with the divested assets or business.
|
•
|
difficulties in the assimilation of different corporate cultures, practices and sales and distribution methodologies, as well as in the assimilation and retention of geographically dispersed, decentralized operations and personnel;
|
•
|
the potential loss of key personnel who choose not to remain with Dako or Agilent;
|
•
|
the potential loss of key customers or suppliers who choose not to do business with the combined business; and
|
•
|
the use of cash resources and increased capital expenditures on additional investment or research and development activities in excess of our current expectations, which could offset any synergies resulting from the Dako acquisition and limit other potential uses of our cash, including stock repurchases and retirement of outstanding debt.
|
•
|
the possibility that the acquisition may not further our business strategy as we expected;
|
•
|
the possibility that we may not be able to expand the reach and customer base for Dako current and future products as expected;
|
•
|
the possibility that we may not be able to expand the reach and customer base for Agilent products as expected;
|
•
|
the possibility that the carrying amounts of goodwill and other purchased intangible assets may not be recoverable;
|
•
|
the fact that the acquisition will substantially expand our diagnostics business, and we may not experience anticipated growth in that market.
|
•
|
increasing our vulnerability to downturns in our business, to competitive pressures and to adverse economic and industry conditions;
|
•
|
requiring the dedication of an increased portion of our expected cash from operations to service our indebtedness, thereby reducing the amount of expected cash flow available for other purposes, including capital expenditures, acquisitions and stock repurchases; and
|
•
|
limiting our flexibility in planning for, or reacting to, changes in our business and our industry.
|
Period
|
|
Total Number of
Shares of Common
Stock Purchased
(1)
|
|
Weighted Average
Price Paid per Share
of
Common Stock
(2)
|
|
Total
Number of
Shares of Common
Stock Purchased as
Part of Publicly
Announced Plans or
Programs
(1)
|
|
Maximum
Approximate Dollar
Value of Shares of
Common Stock that
May Yet Be
Purchased Under the
Plans or Programs
(in millions)
|
||||||
|
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
||||||
May. 1, 2013 through May. 31, 2013
|
|
4,344,000
|
|
|
$
|
46.16
|
|
|
4,344,000
|
|
|
$
|
581
|
|
Jun. 1, 2013 through Jun. 30, 2013
|
|
5,585,193
|
|
|
$
|
43.57
|
|
|
5,585,193
|
|
|
$
|
337
|
|
Jul. 1, 2013 through Jul. 31, 2013
|
|
5,301,337
|
|
|
$
|
44.73
|
|
|
5,301,337
|
|
|
$
|
100
|
|
Total
|
|
15,230,530
|
|
|
$
|
44.71
|
|
|
15,230,530
|
|
|
|
|
(1)
|
On January 17, 2013, we announced that our board of directors approved a share repurchase program authorizing the use of up to $500 million to repurchase shares of the Company's common stock in open market transactions, inclusive of any amounts repurchased since November 1, 2012 (the “2013 Repurchase Program”). On May 14, 2013, we announced that our board of directors authorized a $500 million increase to the 2013 Repurchase Program, bringing the cumulative authorization to $1 billion. Unless terminated earlier by the board of directors, the 2013 Repurchase Program is designed to cover purchases from November 1, 2012 through December 31, 2013, and any unused portion may be used in calendar year 2014. The 2013 Repurchase Program does not require the Company to acquire a specific number of shares and may be suspended or discontinued at any time. As of July 31, 2013, $100 million remained under the 2013 Repurchase Program.
|
(2)
|
The weighted average price paid per share of common stock does not include the cost of commissions.
|
Dated:
|
September 6, 2013
|
By:
|
/s/ Didier Hirsch
|
|
|
|
Didier Hirsch
|
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
|
Dated:
|
September 6, 2013
|
By:
|
/s/ Solange Glaize
|
|
|
|
Solange Glaize
|
|
|
|
Vice President, Corporate Controllership
|
|
|
|
(Principal Accounting Officer)
|
Exhibit
|
|
|
|
Number
|
|
Description
|
|
11.1
|
|
|
See Note 5, “Net Income Per Share”, to our Condensed Consolidated Financial Statements on page 12.
|
|
|
|
|
31.1
|
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
31.2
|
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
32.1
|
|
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
32.2
|
|
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
|
|
|
101.INS XBRL
|
|
Instance Document
|
|
|
|
|
|
101.SCH XBRL
|
|
Schema Document
|
|
|
|
|
|
101.CAL XBRL
|
|
Calculation Linkbase Document
|
|
|
|
|
|
101.LAB XBRL
|
|
Labels Linkbase Document
|
|
|
|
|
|
101.PRE XBRL
|
|
Presentation Linkbase Document
|
|
|
|
|
|
101.DEF XBRL
|
|
Definition Linkbase Document
|
No information found
* THE VALUE IS THE MARKET VALUE AS OF THE LAST DAY OF THE QUARTER FOR WHICH THE 13F WAS FILED.
FUND | NUMBER OF SHARES | VALUE ($) | PUT OR CALL |
---|
DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
---|---|---|---|
Ms. Rataj possesses significant leadership experience and business expertise from her executive positions with BP. Ms. Rataj has lived and worked extensively in the Asia Pacific and European regions and brings a global perspective to the Board. In addition, Ms. Rataj brings public company director experience and knowledge of public company management and governance practices. | |||
Dr. Brawley has served as the Bloomberg Distinguished Professor of Oncology and Epidemiology at Johns Hopkins University since 2019. Dr. Brawley served as the Chief Medical and Scientific Officer at the American Cancer Society from 2007 to 2018. He served as an Internist and Oncologist and Professor of Hematology, Oncology, Medicine and Epidemiology at Emory University from 2001 to 2018. Dr. Brawley has served on the Board of Directors of Incyte Corporation, a public biotechnology company, since September 2021. He has served on the Board of Directors of Lyell Immunopharma, Inc., a public biotechnology company, since April 2021. He has served on the Board of Directors of PDS Biotechnology Corp, a public biotechnology company, since November 2020. | |||
Mikael Dolsten, M.D., Ph.D., is the retired President of Worldwide Research, Development and Medical, Chief Scientific Officer and Executive Vice President of Pfizer, and Daniel K. Podolsky, M.D., is the President of UTSW. | |||
Ms. Anand has served as Corporate Vice President, Customer Experience of Microsoft since November 2019. Prior to joining Microsoft, she served as President, Intelligent Enterprise Solutions and Industries of SAP SE from October 2016 to October 2019. Ms. Anand served as Senior Vice President, Data & Analytics and Automation Software Platform group at Cisco Systems, Inc. from July 2014 to October 2016 and as Vice President and General Manager, Services Platform Group at Cisco from October 2007 to June 2014, and she holds multiple technology patents. Prior to that, Ms. Anand held various senior executive positions in software products, go-to-market, services, and technology businesses and served as entrepreneur in residence for Kleiner Perkins Caufield and Byers, a venture capital firm. | |||
Mr. Koh has served as the non-Executive Chairperson of our Board since March 2017. As of January 2023, Mr. Koh is the non-Executive Chairman of the Singapore Exchange Ltd. He has been the managing partner of Altara Ventures Pte. Ltd., a venture capital fund, since December 2011. Mr. Koh has served as the non-Executive Chairperson of Sunningdale Tech Ltd., a privately held company, since April 2021. He served as the non-Executive Chairperson of Sunningdale Tech Ltd., a public company, from January 2009 to March 2021 and served as its Executive Chairperson and Chief Executive Officer from July 2005 to January 2009. He served as the non-Executive Chairperson of Far East Orchard Ltd. from April 2013 to April 2022; served as the non-Executive Chairperson of Yeo Hiap Seng Ltd. from April 2010 to December 2019; as Executive Director of MediaRing Limited from February 2002 to August 2009; Chairperson of DBS Bank Ltd. from January 2006 to April 2010; Chairperson of Singapore Airlines from July 2001 to December 2005 and Chairperson of Singapore Telecom from April 1992 to August 2001. Mr. Koh spent fourteen years with Hewlett-Packard Company in its Asia Pacific region. | |||
Ms. Kunz possesses significant experience in management and financial matters, having served as the Chief Financial Officer of both public and private companies. Ms. Kunz previously served as the chairperson of our Audit and Finance Committee and is qualified as a financial expert under SEC guidelines. In addition, Ms. Kunz has considerable experience and expertise with our company having been a member of the Board for over 10 years. In addition, Ms. Kunz brings considerable public company director experience. | |||
Dr. Scangos retired as Chief Executive Officer of Vir Biotechnology in April 2023. He has served as a director of Vir Biotechnology, Inc. since January 2017. Dr. Scangos has also served on the Board of Directors of Voyager Therapeutics, Inc. since May 2023. He is a co-founder and the Chairperson of the Board of Rezo Therapeutics, Inc. since May 2023. From July 2010 to January 2017, Dr. Scangos served as the Chief Executive Officer and is a member of the Board of Directors of Biogen Inc., a biopharmaceutical company. From 1996 to July 2010, Dr. Scangos served as the President and Chief Executive Officer of Exelixis, Inc., a drug discovery and development company. From 1993 to 1996, Dr. Scangos served as President of Bayer Biotechnology, where he was responsible for research, business development, process development, manufacturing, engineering and quality assurance of Bayer’s biological products. Before joining Bayer in 1987, Dr. Scangos was a Professor of Biology at Johns Hopkins University for six years. Dr. Scangos served as the Chair of the California Healthcare Institute in 2010 and was a member of the Board of the Global Alliance for TB Drug Development from 2006 until 2010. He serves on the Board of Advisors of the University of California, San Francisco and is currently an Adjunct Professor of Biology at Johns Hopkins University. | |||
Mr. Wilson was appointed to serve on the Board of Directors of Siemens Healthineers AG in February 2023. He retired as President and Chief Executive Officer of Varian Medical Systems, Inc. in April 2021, a position he held since September 2012. Prior to that, Mr. Wilson served in various capacities with Varian, including Executive Vice President and Chief Operating Officer from October 2011 to September 2012 and Vice President, Varian Medical and President of Varian Medical Oncology Systems business from January 2005 to September 2011. Prior to joining Varian Medical in 2005, Mr. Wilson held various senior management positions with GE Healthcare, a diversified industrial company. | |||
Dr. Podolsky has served as President of the University of Texas Southwestern Medical Center, a leading academic medical center, patient care provider and research institution, since September 2008. Previously Dr. Podolsky also served concurrently as Mallinckrodt Professor of Medicine at Harvard Medical School and the Chief of Gastroenterology at Massachusetts General Hospital. From 2005 to 2008, Dr. Podolsky served as Chief Academic Officer and Faculty Dean, Academic Programs of Partners Healthcare System, Inc., a non-profit health care system committed to patient care, research, teaching and service. Dr. Podolsky holds the Philip O’Bryan Montgomery, Jr., M.D. Distinguished Presidential Chair in Academic Administration, and the Charles Cameron Sprague Distinguished Chair in Biomedical Science. He is a member of the Board of the Southwestern Medical Foundation. |
Name and |
|
|
|
Salary |
|
|
Cash Bonus |
|
|
Stock
|
|
|
Stock Options |
|
|
Non-Equity
|
|
|
Change in
|
|
|
All other
|
|
|
Total |
|
||||||||
Principal Position |
|
Year |
|
($) |
|
|
($) |
|
|
($) |
|
|
($) |
|
|
($) |
|
|
($) |
|
|
($) |
|
|
($) |
|
||||||||
Padraig McDonnell |
|
2024 |
|
|
869,962 |
|
|
- |
|
|
|
5,981,631 |
|
|
|
1,504,289 |
|
|
|
669,309 |
|
|
- |
|
|
|
21,314 |
|
|
|
9,046,505 |
|
||
Chief Executive Officer |
|
2023 |
|
|
606,231 |
|
|
- |
|
|
|
1,777,128 |
|
|
|
436,092 |
|
|
|
316,363 |
|
|
- |
|
|
|
137,084 |
|
|
|
3,272,898 |
|
||
|
|
2022 |
|
|
571,212 |
|
|
- |
|
|
|
1,510,466 |
|
|
|
356,972 |
|
|
|
652,997 |
|
|
- |
|
|
|
70,667 |
|
|
|
4,790,676 |
|
||
Robert McMahon |
|
2024 |
|
|
756,654 |
|
|
- |
|
|
|
6,869,915 |
|
|
|
845,947 |
|
|
|
324,587 |
|
|
- |
|
|
|
84,037 |
|
|
|
8,881,140 |
|
||
Senior Vice President, |
|
2023 |
|
|
726,769 |
|
|
- |
|
|
|
2,999,006 |
|
|
|
735,873 |
|
|
|
259,599 |
|
|
- |
|
|
|
89,008 |
|
|
|
4,810,255 |
|
||
Chief Financial Officer |
|
2022 |
|
|
696,365 |
|
|
- |
|
|
|
2,626,453 |
|
|
|
620,854 |
|
|
|
717,705 |
|
|
- |
|
|
|
129,299 |
|
|
|
4,790,676 |
|
||
Simon May |
|
2024 |
|
|
276,923 |
|
|
|
500,000 |
|
|
|
2,264,042 |
|
|
|
564,837 |
|
|
|
92,086 |
|
|
- |
|
|
|
13,846 |
|
|
|
3,711,734 |
|
|
Senior Vice President, |
|
2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
President Diagnostics and |
|
2022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Genomics Group |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Henrik Ancher-Jensen |
|
2024 |
|
|
683,885 |
|
|
- |
|
|
|
4,319,091 |
|
|
|
571,608 |
|
|
|
292,555 |
|
|
- |
|
|
|
14,319 |
|
|
|
5,881,458 |
|
||
Senior Vice President, |
|
2023 |
|
|
673,385 |
|
|
- |
|
|
|
1,932,568 |
|
|
|
474,246 |
|
|
|
240,040 |
|
|
- |
|
|
|
14,019 |
|
|
|
3,334,258 |
|
||
President Order Fulfillment |
|
2022 |
|
|
604,962 |
|
|
- |
|
|
|
2,574,662 |
|
|
|
576,196 |
|
|
|
676,693 |
|
|
- |
|
|
|
23,566 |
|
|
|
4,456,079 |
|
||
and Supply Chain |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Dominique Grau |
|
2024 |
|
|
610,462 |
|
|
- |
|
|
|
3,906,266 |
|
|
|
468,710 |
|
|
|
175,434 |
|
|
|
(1,653 |
) |
|
|
41,219 |
|
|
|
5,200,438 |
|
|
Senior Vice President, |
|
2023 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Chief Human Resources Officer |
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2022 |
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Michael R. McMullen |
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2024 |
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1,209,769 |
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- |
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11,695,036 |
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2,915,119 |
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713,631 |
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- |
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90,468 |
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16,624,023 |
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Former Chief Executive Officer |
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2023 |
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1,315,693 |
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- |
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11,329,058 |
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2,780,022 |
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514,597 |
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- |
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84,040 |
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16,023,410 |
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2022 |
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1,280,000 |
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- |
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10,505,767 |
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2,483,374 |
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2,296,655 |
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- |
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81,617 |
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16,647,413 |
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Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
---|---|---|---|
McMullen Michael R. | - | 306,206 | 0 |
McMullen Michael R. | - | 253,909 | 0 |
McMahon Robert W. | - | 172,191 | 0 |
Ancher-Jensen Henrik | - | 88,181 | 0 |
Ancher-Jensen Henrik | - | 82,504 | 0 |
Ancher-Jensen Henrik | - | 70,805 | 0 |
Grau Dominique | - | 40,092 | 52,287 |
Grau Dominique | - | 40,011 | 46,762 |
MCDONNELL PADRAIG | - | 39,652 | 0 |
Podolsky Daniel K | - | 35,737 | 0 |
Gonsalves Rodney | - | 24,222 | 40 |
Rataj Sue H. | - | 19,640 | 0 |
RIEMANN ANGELICA | - | 19,054 | 2,406 |
SCANGOS GEORGE A | - | 18,578 | 17,893 |
Gonsalves Rodney | - | 16,545 | 7,189 |
MCDONNELL PADRAIG | - | 15,358 | 0 |
Anand Mala | - | 14,547 | 0 |
Binns Philip | - | 12,824 | 0 |
Binns Philip | - | 9,997 | 0 |
KIRKWOOD JONAH PREVOST | - | 8,189 | 0 |
MAY SIMON | - | 7,491 | 0 |
Brown Judy L | - | 1,677 | 0 |
DiMarco Bret | - | 1,618 | 0 |
FIELDS HEIDI | - | 0 | 54,976 |