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DELAWARE
|
|
77-0518772
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(State or other jurisdiction of
|
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(IRS employer
|
incorporation or organization)
|
|
Identification no.)
|
|
|
|
5301 STEVENS CREEK BLVD.,
|
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SANTA CLARA, CALIFORNIA
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|
95051
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(Address of principal executive offices)
|
|
(Zip Code)
|
Large accelerated filer
x
|
|
Accelerated filer
¨
|
|
|
|
Non-accelerated filer
¨
|
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Smaller reporting company
¨
|
(do not check if a smaller reporting company)
|
|
|
CLASS
|
|
OUTSTANDING AT JANUARY 31, 2015
|
COMMON STOCK, $0.01 PAR VALUE
|
|
335,810,297
|
|
|
|
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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|||
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|||
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||
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PART I
|
— FINANCIAL INFORMATION
|
|
Three Months Ended
|
||||||
|
January 31,
|
||||||
|
2015
|
|
2014
|
||||
Net revenue:
|
|
|
|
|
|
||
Products
|
$
|
815
|
|
|
$
|
803
|
|
Services and other
|
211
|
|
|
205
|
|
||
Total net revenue
|
1,026
|
|
|
1,008
|
|
||
Costs and expenses:
|
|
|
|
|
|
||
Cost of products
|
395
|
|
|
382
|
|
||
Cost of services and other
|
118
|
|
|
116
|
|
||
Total costs
|
513
|
|
|
498
|
|
||
Research and development
|
88
|
|
|
88
|
|
||
Selling, general and administrative
|
310
|
|
|
298
|
|
||
Total costs and expenses
|
911
|
|
|
884
|
|
||
Income from operations
|
115
|
|
|
124
|
|
||
Interest income
|
2
|
|
|
2
|
|
||
Interest expense
|
(16
|
)
|
|
(29
|
)
|
||
Other income (expense), net
|
12
|
|
|
—
|
|
||
Income from continuing operations before taxes
|
113
|
|
|
97
|
|
||
Provision (benefit) for income taxes
|
11
|
|
|
(24
|
)
|
||
Income from continuing operations
|
102
|
|
|
121
|
|
||
Income (loss) from discontinued operations (net of tax expense (benefit) of $(2) million and $20 million)
|
(30
|
)
|
|
74
|
|
||
Net income
|
$
|
72
|
|
|
$
|
195
|
|
|
|
|
|
||||
Net income per share - basic:
|
|
|
|
|
|
||
Income from continuing operations
|
$
|
0.30
|
|
|
$
|
0.37
|
|
Income (loss) from discontinued operations
|
(0.09
|
)
|
|
0.22
|
|
||
Net income per share - basic
|
$
|
0.21
|
|
|
$
|
0.59
|
|
|
|
|
|
||||
Net income per share - diluted:
|
|
|
|
||||
Income from continuing operations
|
$
|
0.30
|
|
|
$
|
0.36
|
|
Income (loss) from discontinued operations
|
(0.09
|
)
|
|
0.22
|
|
||
Net income per share - diluted
|
$
|
0.21
|
|
|
$
|
0.58
|
|
|
|
|
|
||||
Weighted average shares used in computing net income per share:
|
|
|
|
|
|
||
Basic
|
336
|
|
|
333
|
|
||
Diluted
|
338
|
|
|
338
|
|
||
|
|
|
|
||||
Cash dividends declared per common share
|
$
|
0.100
|
|
|
$
|
0.132
|
|
|
Three Months Ended
|
||||||
|
January 31,
|
||||||
|
2015
|
|
2014
|
||||
|
|
|
|
||||
Net income
|
$
|
72
|
|
|
$
|
195
|
|
Other comprehensive income (loss):
|
|
|
|
||||
Unrealized loss on investments, net of tax benefit of $0 and $1
|
—
|
|
|
(3
|
)
|
||
Unrealized gain (loss) on derivative instruments, net of tax (expense) benefit of $(3) and $1
|
7
|
|
|
(2
|
)
|
||
Amounts reclassified into earnings related to derivative instruments, net of tax (expense) benefit of $1 and $(1)
|
(3
|
)
|
|
—
|
|
||
Foreign currency translation, net of tax benefit of $6 and $5
|
(265
|
)
|
|
(55
|
)
|
||
Net defined benefit pension cost and post retirement plan costs:
|
|
|
|
||||
Change in actuarial net loss, net of tax expense of $(2) and $(4)
|
4
|
|
|
13
|
|
||
Change in net prior service benefit, net of tax benefit of $2 and $4
|
(2
|
)
|
|
(8
|
)
|
||
Other comprehensive loss
|
(259
|
)
|
|
(55
|
)
|
||
Total comprehensive income (loss)
|
$
|
(187
|
)
|
|
$
|
140
|
|
|
January 31,
2015 |
|
October 31,
2014 |
||||
ASSETS
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
||
Cash and cash equivalents
|
$
|
2,118
|
|
|
$
|
2,218
|
|
Accounts receivable, net
|
615
|
|
|
626
|
|
||
Inventory
|
560
|
|
|
574
|
|
||
Other current assets
|
361
|
|
|
261
|
|
||
Current assets of discontinued operations
|
—
|
|
|
1,821
|
|
||
Total current assets
|
3,654
|
|
|
5,500
|
|
||
Property, plant and equipment, net
|
610
|
|
|
631
|
|
||
Goodwill
|
2,352
|
|
|
2,507
|
|
||
Other intangible assets, net
|
559
|
|
|
649
|
|
||
Long-term investments
|
90
|
|
|
96
|
|
||
Other assets
|
254
|
|
|
283
|
|
||
Non-current assets of discontinued operations
|
—
|
|
|
1,165
|
|
||
Total assets
|
$
|
7,519
|
|
|
$
|
10,831
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Accounts payable
|
$
|
257
|
|
|
$
|
302
|
|
Employee compensation and benefits
|
183
|
|
|
228
|
|
||
Deferred revenue
|
278
|
|
|
260
|
|
||
Other accrued liabilities
|
210
|
|
|
289
|
|
||
Current liabilities of discontinued operations
|
—
|
|
|
623
|
|
||
Total current liabilities
|
928
|
|
|
1,702
|
|
||
Long-term debt
|
1,658
|
|
|
1,663
|
|
||
Retirement and post-retirement benefits
|
194
|
|
|
209
|
|
||
Other long-term liabilities
|
499
|
|
|
522
|
|
||
Long-term liabilities of discontinued operations
|
—
|
|
|
1,434
|
|
||
Total liabilities
|
3,279
|
|
|
5,530
|
|
||
Commitments and contingencies (Note 13)
|
|
|
|
|
|
||
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; 609 million shares at January 31, 2015 and 608 million shares at October 31, 2014 issued
|
6
|
|
|
6
|
|
||
Treasury stock at cost; 273 million shares at January 31, 2015 and 273 million shares at October 31, 2014
|
(9,813
|
)
|
|
(9,807
|
)
|
||
Additional paid-in-capital
|
8,957
|
|
|
8,967
|
|
||
Retained earnings
|
5,348
|
|
|
6,466
|
|
||
Accumulated other comprehensive loss
|
(261
|
)
|
|
(334
|
)
|
||
Total stockholders' equity
|
4,237
|
|
|
5,298
|
|
||
Non-controlling interest
|
3
|
|
|
3
|
|
||
Total equity
|
4,240
|
|
|
5,301
|
|
||
Total liabilities and equity
|
$
|
7,519
|
|
|
$
|
10,831
|
|
|
Three Months Ended
|
||||||
|
January 31,
|
||||||
|
2015
|
|
2014
|
||||
Cash flows from operating activities:
|
|
|
|
|
|
||
Net income
|
$
|
72
|
|
|
$
|
195
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
68
|
|
|
96
|
|
||
Share-based compensation
|
22
|
|
|
36
|
|
||
Excess tax benefit from share-based plans
|
—
|
|
|
(3
|
)
|
||
Deferred taxes
|
(7
|
)
|
|
(5
|
)
|
||
Excess and obsolete inventory related charges
|
4
|
|
|
11
|
|
||
Other non-cash expenses, net
|
3
|
|
|
6
|
|
||
Changes in assets and liabilities:
|
|
|
|
|
|
||
Accounts receivable
|
(15
|
)
|
|
40
|
|
||
Inventory
|
(5
|
)
|
|
(33
|
)
|
||
Accounts payable
|
(39
|
)
|
|
(1
|
)
|
||
Employee compensation and benefits
|
(34
|
)
|
|
(62
|
)
|
||
Other assets and liabilities
|
(89
|
)
|
|
(86
|
)
|
||
Net cash provided by (used in) operating activities
|
(20
|
)
|
|
194
|
|
||
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
|
|
||
Investments in property, plant and equipment
|
(32
|
)
|
|
(45
|
)
|
||
Change in restricted cash and cash equivalents, net
|
1
|
|
|
—
|
|
||
Acquisitions of businesses and intangible assets, net of cash acquired
|
—
|
|
|
(2
|
)
|
||
Net cash used in investing activities
|
(31
|
)
|
|
(47
|
)
|
||
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
||
Issuance of common stock under employee stock plans
|
8
|
|
|
73
|
|
||
Payment of dividends
|
(34
|
)
|
|
(44
|
)
|
||
Excess tax benefit from share-based plans
|
—
|
|
|
3
|
|
||
Transfer of cash and cash equivalents to Keysight inc.
|
(796
|
)
|
|
—
|
|
||
Treasury stock repurchases
|
(6
|
)
|
|
(100
|
)
|
||
Net cash used in financing activities
|
(828
|
)
|
|
(68
|
)
|
||
|
|
|
|
||||
Effect of exchange rate movements
|
(31
|
)
|
|
(12
|
)
|
||
|
|
|
|
||||
Net increase (decrease) in cash and cash equivalents
|
(910
|
)
|
|
67
|
|
||
|
|
|
|
||||
Change in cash and cash equivalents within current assets of discontinued operations
|
810
|
|
|
—
|
|
||
|
|
|
|
||||
Cash and cash equivalents at beginning of period
|
2,218
|
|
|
2,675
|
|
||
Cash and cash equivalents at end of period
|
$
|
2,118
|
|
|
$
|
2,742
|
|
1.
|
OVERVIEW, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
|
Three Months Ended
|
||||||
|
January 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in millions)
|
||||||
Net revenue
|
$
|
—
|
|
|
$
|
671
|
|
Costs and expenses
|
32
|
|
|
577
|
|
||
Operating income (loss)
|
(32
|
)
|
|
94
|
|
||
Other income (expense), net
|
—
|
|
|
—
|
|
||
Income (loss) from discontinued operations before tax
|
(32
|
)
|
|
94
|
|
||
Provision (benefit) for income taxes
|
(2
|
)
|
|
20
|
|
||
Net income (loss) from discontinued operations
|
$
|
(30
|
)
|
|
$
|
74
|
|
|
October 31, 2014
|
||
|
(in millions)
|
||
Assets:
|
|
||
Cash
|
$
|
810
|
|
Accounts receivable
|
357
|
|
|
Inventory
|
498
|
|
|
Other current assets
|
156
|
|
|
Current assets of discontinued operations
|
1,821
|
|
|
Property, plant and equipment
|
470
|
|
|
Goodwill
|
392
|
|
|
Other intangibles
|
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
|
|
|
Three Months Ended
|
||||||
|
January 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in millions)
|
||||||
Cost of products and services
|
$
|
5
|
|
|
$
|
6
|
|
Research and development
|
2
|
|
|
4
|
|
||
Selling, general and administrative
|
15
|
|
|
14
|
|
||
Share-based compensation expense in continuing operations
|
$
|
22
|
|
|
$
|
24
|
|
Share-based compensation expense in discontinued operations
|
—
|
|
|
13
|
|
||
Total share-based compensation expense
|
$
|
22
|
|
|
$
|
37
|
|
|
Three Months Ended
|
||||
|
January 31,
|
||||
|
2015
|
|
2014
|
||
Stock Option Plans:
|
|
|
|
|
|
Weighted average risk-free interest rate
|
1.8
|
%
|
|
1.7
|
%
|
Dividend yield
|
1
|
%
|
|
1
|
%
|
Weighted average volatility
|
28
|
%
|
|
39
|
%
|
Expected life
|
5.5 yrs
|
|
|
5.8 yrs
|
|
LTPP:
|
|
|
|
||
Volatility of Agilent shares
|
25
|
%
|
|
36
|
%
|
Volatility of selected peer-company shares
|
12%-57%
|
|
|
13%-57%
|
|
Price-wise correlation with selected peers
|
37
|
%
|
|
47
|
%
|
|
Three Months Ended
|
|
||||||
|
January 31,
|
|
||||||
|
2015
|
|
2014
|
|
||||
|
(in millions)
|
|||||||
Numerator:
|
|
|
|
|
|
|
||
Income from continuing operations
|
$
|
102
|
|
|
$
|
121
|
|
|
Income (loss) from discontinued operations
|
(30
|
)
|
|
74
|
|
|
||
Net income
|
$
|
72
|
|
|
$
|
195
|
|
|
Denominator:
|
|
|
|
|
||||
Basic weighted-average shares
|
336
|
|
|
333
|
|
|
||
Potential common shares— stock options and other employee stock plans
|
2
|
|
|
5
|
|
|
||
Diluted weighted-average shares
|
338
|
|
|
338
|
|
|
|
January 31,
2015 |
|
October 31,
2014 |
||||
|
(in millions)
|
||||||
Finished goods
|
$
|
356
|
|
|
$
|
366
|
|
Purchased parts and fabricated assemblies
|
204
|
|
|
208
|
|
||
Inventory
|
$
|
560
|
|
|
$
|
574
|
|
|
Life Sciences and Applied Markets
|
|
Diagnostics and Genomics
|
|
Agilent CrossLab
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Goodwill as of October 31, 2014
|
$
|
668
|
|
|
$
|
1,345
|
|
|
$
|
494
|
|
|
$
|
2,507
|
|
Foreign currency translation impact
|
(11
|
)
|
|
(136
|
)
|
|
(8
|
)
|
|
(155
|
)
|
||||
Goodwill as of January 31, 2015
|
$
|
657
|
|
|
$
|
1,209
|
|
|
$
|
486
|
|
|
$
|
2,352
|
|
|
Purchased Other Intangible Assets
|
||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
and
Impairments
|
|
Net Book
Value
|
||||||
|
(in millions)
|
||||||||||
As of October 31, 2014:
|
|
|
|
|
|
|
|
|
|||
Purchased technology
|
$
|
880
|
|
|
$
|
475
|
|
|
$
|
405
|
|
Trademark/Tradename
|
167
|
|
|
52
|
|
|
115
|
|
|||
Customer relationships
|
368
|
|
|
257
|
|
|
111
|
|
|||
Total amortizable intangible assets
|
1,415
|
|
|
784
|
|
|
631
|
|
|||
In-Process R&D
|
18
|
|
|
—
|
|
|
18
|
|
|||
Total
|
$
|
1,433
|
|
|
$
|
784
|
|
|
$
|
649
|
|
As of January 31, 2015:
|
|
|
|
|
|
|
|
|
|||
Purchased technology
|
848
|
|
|
503
|
|
|
345
|
|
|||
Trademark/Tradename
|
157
|
|
|
55
|
|
|
102
|
|
|||
Customer relationships
|
362
|
|
|
269
|
|
|
93
|
|
|||
Total amortizable intangible assets
|
1,367
|
|
|
827
|
|
|
540
|
|
|||
In-Process R&D
|
19
|
|
|
—
|
|
|
19
|
|
|||
Total
|
$
|
1,386
|
|
|
$
|
827
|
|
|
$
|
559
|
|
|
|
|
Fair Value Measurement at January 31, 2015 Using
|
||||||||||||
|
January 31,
2015 |
|
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)
|
$
|
1,649
|
|
|
$
|
1,649
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivative instruments (foreign exchange contracts)
|
26
|
|
|
—
|
|
|
26
|
|
|
—
|
|
||||
Long-term
|
|
|
|
|
|
|
|
||||||||
Trading securities
|
33
|
|
|
33
|
|
|
—
|
|
|
—
|
|
||||
Available-for-sale investments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total assets measured at fair value
|
$
|
1,708
|
|
|
$
|
1,682
|
|
|
$
|
26
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Short-term
|
|
|
|
|
|
|
|
||||||||
Derivative instruments (foreign exchange contracts)
|
$
|
19
|
|
|
$
|
—
|
|
|
$
|
19
|
|
|
$
|
—
|
|
Long-term
|
|
|
|
|
|
|
|
||||||||
Deferred compensation liability
|
33
|
|
|
—
|
|
|
33
|
|
|
—
|
|
||||
Total liabilities measured at fair value
|
$
|
52
|
|
|
$
|
—
|
|
|
$
|
52
|
|
|
$
|
—
|
|
|
|
|
Fair Value Measurement at October 31, 2014 Using
|
||||||||||||
|
October 31,
2014 |
|
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)
|
$
|
1,117
|
|
|
$
|
1,117
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivative instruments (foreign exchange contracts)
|
10
|
|
|
—
|
|
|
10
|
|
|
—
|
|
||||
Long-term
|
|
|
|
|
|
|
|
||||||||
Trading securities
|
35
|
|
|
35
|
|
|
—
|
|
|
—
|
|
||||
Total assets measured at fair value
|
$
|
1,162
|
|
|
$
|
1,152
|
|
|
$
|
10
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Short-term
|
|
|
|
|
|
|
|
||||||||
Derivative instruments (foreign exchange contracts)
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
—
|
|
Long-term
|
|
|
|
|
|
|
|
||||||||
Deferred compensation liability
|
35
|
|
|
—
|
|
|
35
|
|
|
—
|
|
||||
Total liabilities measured at fair value
|
$
|
39
|
|
|
$
|
—
|
|
|
$
|
39
|
|
|
$
|
—
|
|
|
|
Derivatives in Cash Flow
Hedging Relationships
|
|
Derivatives
Not
Designated
as Hedging
Instruments
|
||||||||||||
|
|
Forward
Contracts USD
|
|
Option
Contracts USD
|
|
Forward
Contracts USD
|
|
Forward
Contracts DKK
|
||||||||
Currency
|
|
Buy/(Sell)
|
|
Buy/(Sell)
|
|
Buy/(Sell)
|
|
Buy/(Sell)
|
||||||||
|
|
(in millions)
|
||||||||||||||
Euro
|
|
$
|
(48
|
)
|
|
$
|
—
|
|
|
$
|
149
|
|
|
$
|
(55
|
)
|
British Pound
|
|
(17
|
)
|
|
—
|
|
|
1
|
|
|
(7
|
)
|
||||
Canadian Dollar
|
|
(29
|
)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
||||
Australian Dollar
|
|
3
|
|
|
—
|
|
|
19
|
|
|
(2
|
)
|
||||
Malaysian Ringgit
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
||||
Japanese Yen
|
|
(49
|
)
|
|
(12
|
)
|
|
(9
|
)
|
|
(4
|
)
|
||||
American Dollar
|
|
—
|
|
|
—
|
|
|
—
|
|
|
52
|
|
||||
Other
|
|
(8
|
)
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
||||
Totals
|
|
$
|
(148
|
)
|
|
$
|
(12
|
)
|
|
$
|
155
|
|
|
$
|
(19
|
)
|
Fair Values of Derivative Instruments
|
||||||||||||||||||
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||
|
|
Fair Value
|
|
|
|
Fair Value
|
||||||||||||
Balance Sheet Location
|
|
January 31,
2015 |
|
October 31,
2014 |
|
Balance Sheet Location
|
|
January 31,
2015 |
|
October 31,
2014 |
||||||||
(in millions)
|
||||||||||||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash flow hedges
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other current assets
|
|
$
|
15
|
|
|
$
|
9
|
|
|
Other accrued liabilities
|
|
$
|
1
|
|
|
$
|
1
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other current assets
|
|
$
|
11
|
|
|
$
|
1
|
|
|
Other accrued liabilities
|
|
$
|
18
|
|
|
$
|
3
|
|
Total derivatives
|
|
$
|
26
|
|
|
$
|
10
|
|
|
|
|
$
|
19
|
|
|
$
|
4
|
|
|
||||||||
|
Three Months Ended
|
|
||||||
|
January 31,
|
|
||||||
|
2015
|
|
2014
|
|
||||
|
(in millions)
|
|||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
||
Cash Flow Hedges
|
|
|
|
|
||||
Foreign exchange contracts:
|
|
|
|
|
||||
Gain (loss) recognized in accumulated other comprehensive income
|
$
|
10
|
|
|
$
|
(3
|
)
|
|
Gain (loss) reclassified from accumulated other comprehensive income into cost of sales
|
$
|
4
|
|
|
$
|
(1
|
)
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
||||
Loss recognized in other income (expense)
|
$
|
(13
|
)
|
|
$
|
(1
|
)
|
|
|
Workforce
Reduction
|
Special Charges Related to Inventory and Others
|
Total
|
||||||
|
(in millions)
|
||||||||
Balance as of October 31, 2014
|
$
|
14
|
|
$
|
3
|
|
$
|
17
|
|
Income statement expense
|
1
|
|
2
|
|
3
|
|
|||
Inventory charges
|
—
|
|
(1
|
)
|
(1
|
)
|
|||
Cash payments
|
(3
|
)
|
—
|
|
(3
|
)
|
|||
Balance as of January 31, 2015
|
$
|
12
|
|
$
|
4
|
|
$
|
16
|
|
|
U.S. Defined
Benefit Plans
|
|
Non-U.S. Defined
Benefit Plans
|
|
U.S. Post-Retirement
Benefit Plans
|
||||||
|
(in millions)
|
||||||||||
Fair value of plan assets transferred to Keysight
|
$
|
491
|
|
|
$
|
1,318
|
|
|
$
|
187
|
|
Benefit obligation transferred to Keysight
|
$
|
514
|
|
|
$
|
1,429
|
|
|
$
|
206
|
|
|
Pensions
|
|
|
||||||||||||||||||||
|
U.S. Plans
|
|
Non-U.S.
Plans
|
|
U.S. Post Retirement
Benefit Plans
|
||||||||||||||||||
|
Three Months Ended January 31,
|
||||||||||||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Service cost—benefits earned during the period
|
$
|
6
|
|
|
$
|
12
|
|
|
$
|
4
|
|
|
$
|
9
|
|
|
$
|
1
|
|
|
$
|
1
|
|
Interest cost on benefit obligation
|
4
|
|
|
8
|
|
|
6
|
|
|
18
|
|
|
1
|
|
|
3
|
|
||||||
Expected return on plan assets
|
(7
|
)
|
|
(16
|
)
|
|
(11
|
)
|
|
(29
|
)
|
|
(2
|
)
|
|
(5
|
)
|
||||||
Amortization:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Actuarial losses
|
1
|
|
|
—
|
|
|
7
|
|
|
11
|
|
|
1
|
|
|
3
|
|
||||||
Prior service cost
|
(1
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
(9
|
)
|
||||||
Total net plan costs
|
$
|
3
|
|
|
$
|
1
|
|
|
$
|
6
|
|
|
$
|
9
|
|
|
$
|
(2
|
)
|
|
$
|
(7
|
)
|
Summary of net plan costs:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Continuing operations
|
3
|
|
|
—
|
|
|
6
|
|
|
6
|
|
|
(2
|
)
|
|
(4
|
)
|
||||||
Discontinued operations
|
—
|
|
|
1
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|
(3
|
)
|
||||||
Total net plan costs
|
$
|
3
|
|
|
$
|
1
|
|
|
$
|
6
|
|
|
$
|
9
|
|
|
$
|
(2
|
)
|
|
$
|
(7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
||||||
|
January 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in millions)
|
||||||
Beginning balance as of November 1
|
$
|
30
|
|
|
$
|
31
|
|
Accruals for warranties including change in estimate
|
10
|
|
|
12
|
|
||
Settlements made during the period
|
(11
|
)
|
|
(13
|
)
|
||
Ending balance as of January 31
|
$
|
29
|
|
|
$
|
30
|
|
|
|
|
|
||||
Accruals for warranties due within one year
|
$
|
26
|
|
|
$
|
26
|
|
Accruals for warranties due after one year
|
3
|
|
|
4
|
|
||
Ending balance as of January 31
|
$
|
29
|
|
|
$
|
30
|
|
|
January 31, 2015
|
|
October 31, 2014
|
||||||||||||||||||||
|
Amortized Principal
|
|
Swap
|
|
Total
|
|
Amortized
Principal
|
|
Swap
|
|
Total
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
2017 Senior Notes
|
$
|
100
|
|
|
$
|
2
|
|
|
$
|
102
|
|
|
$
|
100
|
|
|
$
|
3
|
|
|
$
|
103
|
|
2020 Senior Notes
|
499
|
|
|
21
|
|
|
520
|
|
|
499
|
|
|
22
|
|
|
521
|
|
||||||
2022 Senior Notes
|
399
|
|
|
—
|
|
|
399
|
|
|
399
|
|
|
—
|
|
|
399
|
|
||||||
2023 Senior Notes
|
598
|
|
|
—
|
|
|
598
|
|
|
598
|
|
|
—
|
|
|
598
|
|
||||||
Total
|
$
|
1,596
|
|
|
$
|
23
|
|
|
$
|
1,619
|
|
|
$
|
1,596
|
|
|
$
|
25
|
|
|
$
|
1,621
|
|
|
|
|
|
|
|
Net defined benefit pension cost and post retirement plan costs
|
|
|
|
|
||||||||||||||
|
|
Unrealized gain on investments
|
|
Foreign currency translation
|
|
Prior service credits
|
|
Actuarial Losses
|
|
Unrealized gains (losses) on derivatives
|
|
Total
|
||||||||||||
|
|
(in millions)
|
||||||||||||||||||||||
As of October 31, 2014
|
|
$
|
17
|
|
|
$
|
156
|
|
|
$
|
255
|
|
|
$
|
(771
|
)
|
|
$
|
9
|
|
|
$
|
(334
|
)
|
Transfer to Keysight
|
|
(17
|
)
|
|
(9
|
)
|
|
(83
|
)
|
|
444
|
|
|
(3
|
)
|
|
332
|
|
||||||
Balance after transfer to Keysight
|
|
—
|
|
|
147
|
|
|
172
|
|
|
(327
|
)
|
|
6
|
|
|
(2
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss) before reclassifications
|
|
—
|
|
|
(271
|
)
|
|
—
|
|
|
(3
|
)
|
|
10
|
|
|
(264
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amounts reclassified out of accumulated other comprehensive income (loss)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
9
|
|
|
(4
|
)
|
|
1
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Tax (expense) benefit
|
|
—
|
|
|
6
|
|
|
2
|
|
|
(2
|
)
|
|
(2
|
)
|
|
4
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss)
|
|
—
|
|
|
(265
|
)
|
|
(2
|
)
|
|
4
|
|
|
4
|
|
|
(259
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
As of January 31, 2015
|
|
$
|
—
|
|
|
$
|
(118
|
)
|
|
$
|
170
|
|
|
$
|
(323
|
)
|
|
$
|
10
|
|
|
$
|
(261
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Details about accumulated other
|
|
Amounts Reclassified
|
Affected line item in
|
|||||||
comprehensive income (loss) components
|
|
from other comprehensive income (loss)
|
statement of operations
|
|||||||
|
|
|
|
|
|
|
||||
|
|
Three Months Ended
|
|
|
||||||
|
|
January
|
|
|
||||||
|
|
2015
|
|
2014
|
|
|
||||
|
|
|
|
|
|
|
||||
Unrealized gains and (losses) on derivatives
|
|
$
|
4
|
|
|
$
|
(1
|
)
|
|
Cost of products
|
|
|
4
|
|
|
(1
|
)
|
|
Total before income tax
|
||
|
|
(1
|
)
|
|
1
|
|
|
(Provision)/benefit for income tax
|
||
|
|
3
|
|
|
—
|
|
|
Total net of income tax
|
||
Net defined benefit pension cost and post retirement plan costs:
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
||||
Actuarial net loss
|
|
(9
|
)
|
|
(17
|
)
|
|
|
||
Prior service benefit
|
|
4
|
|
|
12
|
|
|
|
||
|
|
(5
|
)
|
|
(5
|
)
|
|
Total before income tax
|
||
|
|
—
|
|
|
—
|
|
|
(Provision)/benefit for income tax
|
||
|
|
(5
|
)
|
|
(5
|
)
|
|
Total net of income tax
|
||
|
|
|
|
|
|
|
||||
Total reclassifications for the period
|
|
$
|
(2
|
)
|
|
$
|
(5
|
)
|
|
|
|
Life Sciences and Applied Markets
|
|
Diagnostics and Genomics
|
|
Agilent CrossLab
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Three months ended January 31, 2015:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total net revenue
|
$
|
547
|
|
|
$
|
148
|
|
|
$
|
331
|
|
|
$
|
1,026
|
|
Income from operations
|
$
|
107
|
|
|
$
|
1
|
|
|
$
|
68
|
|
|
$
|
176
|
|
Three months ended January 31, 2014:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Total net revenue
|
$
|
537
|
|
|
$
|
157
|
|
|
$
|
314
|
|
|
$
|
1,008
|
|
Income from operations
|
$
|
105
|
|
|
$
|
19
|
|
|
$
|
69
|
|
|
$
|
193
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
||||||
|
January 31,
|
|
||||||
|
2015
|
|
2014
|
|
||||
|
(in millions)
|
|||||||
Total reportable segments’ income from operations
|
$
|
176
|
|
|
$
|
193
|
|
|
Restructuring (expense) reversals and business exit costs
|
(3
|
)
|
|
2
|
|
|
||
Acceleration of share-based compensation related to workforce reduction
|
(1
|
)
|
|
—
|
|
|
||
Transformational initiatives
|
(12
|
)
|
|
(3
|
)
|
|
||
Amortization of intangibles
|
(43
|
)
|
|
(49
|
)
|
|
||
Acquisition and integration costs
|
(1
|
)
|
|
(6
|
)
|
|
||
Pre-separation costs
|
—
|
|
|
(2
|
)
|
|
||
Other
|
(1
|
)
|
|
(1
|
)
|
|
||
Interest income
|
2
|
|
|
2
|
|
|
||
Interest expense
|
(16
|
)
|
|
(29
|
)
|
|
||
Other income (expense), net
|
12
|
|
|
—
|
|
|
||
Unallocated corporate charges
|
—
|
|
|
(10
|
)
|
|
||
Income from continuing operations before taxes, as reported
|
$
|
113
|
|
|
$
|
97
|
|
|
|
Life Sciences and Applied Markets
|
|
Diagnostics and Genomics
|
|
Agilent CrossLab
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
As of January 31, 2015
|
$
|
2,407
|
|
|
$
|
2,893
|
|
|
$
|
1,065
|
|
|
$
|
6,365
|
|
As of October 31, 2014
|
$
|
2,209
|
|
|
$
|
2,887
|
|
|
$
|
1,031
|
|
|
$
|
6,127
|
|
|
Three Months Ended
|
|
Year over Year Change
|
|||||||
|
January 31,
|
|
Three
|
|
||||||
|
2015
|
|
2014
|
|
Months
|
|
||||
|
(in millions)
|
|
|
|
||||||
Orders
|
$
|
995
|
|
|
$
|
979
|
|
|
2%
|
|
Net revenue:
|
|
|
|
|
|
|
||||
Products
|
$
|
815
|
|
|
$
|
803
|
|
|
1%
|
|
Services and other
|
211
|
|
|
205
|
|
|
3%
|
|
||
Total net revenue
|
$
|
1,026
|
|
|
$
|
1,008
|
|
|
2%
|
|
|
|
Three Months Ended
|
|
Year over Year Change
|
|||||||
|
|
January 31,
|
|
Three
|
|
||||||
|
|
2015
|
|
2014
|
|
Months
|
|
||||
Total gross margin
|
|
50.0
|
%
|
|
50.6
|
%
|
|
(1)ppt
|
|
||
Operating margin
|
|
11.2
|
%
|
|
12.3
|
%
|
|
(1)ppt
|
|
||
|
|
|
|
|
|
|
|
||||
(in millions)
|
|
|
|
|
|
|
|
|
|
||
Research and development
|
|
$
|
88
|
|
|
$
|
88
|
|
|
—%
|
|
Selling, general and administrative
|
|
$
|
310
|
|
|
$
|
298
|
|
|
4%
|
|
|
|||||||||||
|
|
Three Months Ended
|
|
Year over Year Change
|
|||||||
|
|
January 31,
|
|
Three
|
|
||||||
|
|
2015
|
|
2014
|
|
Months
|
|
||||
|
|
(in millions)
|
|
|
|
||||||
Orders
|
|
$
|
488
|
|
|
$
|
489
|
|
|
—
|
|
Net revenue
|
|
$
|
547
|
|
|
$
|
537
|
|
|
2%
|
|
|
|
Three Months Ended
|
|
Year over Year Change
|
|||||||
|
|
January 31,
|
|
Three
|
|
||||||
|
|
2015
|
|
2014
|
|
Months
|
|
||||
Gross margin
|
|
56.1
|
%
|
|
56.2
|
%
|
|
—
|
|
||
Operating margin
|
|
19.6
|
%
|
|
19.6
|
%
|
|
—
|
|
||
|
|
|
|
|
|
|
|
||||
(in millions)
|
|
|
|
|
|
|
|
||||
Research and development
|
|
$
|
50
|
|
|
$
|
53
|
|
|
(6)%
|
|
Selling, general and administrative
|
|
$
|
150
|
|
|
$
|
144
|
|
|
4%
|
|
|
|
Three Months Ended
|
|
Year over Year Change
|
|
||||||
|
|
January 31,
|
|
Three
|
|
||||||
|
|
2015
|
|
2014
|
|
Months
|
|
||||
|
|
(in millions)
|
|
|
|
||||||
Orders
|
|
$
|
158
|
|
|
$
|
156
|
|
|
1%
|
|
Net revenue
|
|
$
|
148
|
|
|
$
|
157
|
|
|
(6)%
|
|
|
|
Three Months Ended
|
|
Year over Year Change
|
|
||||||
|
|
January 31,
|
|
Three
|
|
||||||
|
|
2015
|
|
2014
|
|
Months
|
|
||||
Gross margin
|
|
48.9
|
%
|
|
58.3
|
%
|
|
(9) ppts
|
|
||
Operating margin
|
|
0.5
|
%
|
|
12.3
|
%
|
|
(12) ppts
|
|
||
|
|
|
|
|
|
|
|
||||
(in millions)
|
|
|
|
|
|
|
|
||||
Research and development
|
|
$
|
20
|
|
|
$
|
22
|
|
|
(8)%
|
|
Selling, general and administrative
|
|
$
|
51
|
|
|
$
|
50
|
|
|
2%
|
|
|
|
Three Months Ended
|
|
Year over Year Change
|
|
||||||
|
|
January 31,
|
|
Three
|
|
||||||
|
|
2015
|
|
2014
|
|
Months
|
|
||||
|
|
(in millions)
|
|
|
|
||||||
Orders
|
|
$
|
349
|
|
|
$
|
334
|
|
|
5%
|
|
Net revenue
|
|
$
|
331
|
|
|
$
|
314
|
|
|
5%
|
|
|
|
Three Months Ended
|
|
Year over Year Change
|
|
||||||
|
|
January 31,
|
|
Three
|
|
||||||
|
|
2015
|
|
2014
|
|
Months
|
|
||||
Gross margin
|
|
50.1
|
%
|
|
48.5
|
%
|
|
2 ppts
|
|
||
Operating margin
|
|
20.7
|
%
|
|
22.0
|
%
|
|
(1) ppt
|
|
||
|
|
|
|
|
|
|
|
||||
(in millions)
|
|
|
|
|
|
|
|
||||
Research and development
|
|
$
|
12
|
|
|
$
|
11
|
|
|
1%
|
|
Selling, general and administrative
|
|
$
|
86
|
|
|
$
|
72
|
|
|
19%
|
|
•
|
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.
|
•
|
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.
|
•
|
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;
|
•
|
increased exposure to certain governmental regulations and compliance requirements; 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.
|
•
|
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)
(1)
|
||||
|
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
||||
Nov. 1, 2014 through Nov. 30, 2014
|
|
—
|
|
|
|
N/A
|
|
|
—
|
|
|
N/A
|
Dec. 1, 2014 through Dec. 31, 2014
|
|
—
|
|
|
|
N/A
|
|
|
—
|
|
|
N/A
|
Jan. 1, 2015 through Jan. 31, 2015
|
|
394,389
|
|
|
$
|
37.94
|
|
|
394,389
|
|
|
N/A
|
Total
|
|
394,389
|
|
|
$
|
—
|
|
|
394,389
|
|
|
|
(1)
|
On November 22, 2013 we announced that our board of directors had authorized a new share repurchase program. The new program is designed to reduce or eliminate dilution resulting from issuance of stock under the company's employee equity incentive programs to target maintaining a weighted average share count of approximately 335 million diluted shares. The new program does not require the company to acquire a specific number of shares and may be suspended or discontinued at any time.
|
(2)
|
The weighted average price paid per share of common stock does not include the cost of commissions.
|
Dated:
|
March 9, 2015
|
By:
|
/s/ Didier Hirsch
|
|
|
|
Didier Hirsch
|
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
|
Dated:
|
March 9, 2015
|
By:
|
/s/ Solange Glaize
|
|
|
|
Solange Glaize
|
|
|
|
Vice President, Corporate Controllership
|
|
|
|
(Principal Accounting Officer)
|
Exhibit
|
|
|
|
Number
|
|
Description
|
|
11.1
|
|
|
See Note 6, “Net Income Per Share”, to our Condensed Consolidated Financial Statements on page 14.
|
|
|
|
|
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
|
|
|
|
|
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101.PRE XBRL
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Presentation Linkbase Document
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101.DEF XBRL
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Definition Linkbase Document
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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 |
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DIRECTORS | AGE | BIO | OTHER DIRECTOR MEMBERSHIPS |
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No information found
Price
Yield
Owner | Position | Direct Shares | Indirect Shares |
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