(Mark One)
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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the fiscal year ended October 31, 2014
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or
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from to
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Delaware
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77-0518772
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State or other jurisdiction of
Incorporation or organization
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I.R.S. Employer
Identification No.
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Title of each class
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Name of each exchange on which registered
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Common Stock
par value $0.01 per share
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New York Stock Exchange, Inc.
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Large accelerated filer
x
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Accelerated filer
¬
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Non-accelerated filer
¬
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Smaller reporting company
¬
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(Do not check if a smaller
reporting company)
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Document Description
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10-K Part
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Portions of the Proxy Statement for the Annual Meeting of Stockholders (the "Proxy Statement") to be held on March 18, 2015, and to be filed pursuant to Regulation 14A within 120 days after registrant's fiscal year ended October 31, 2014 are incorporated by reference into Part III of this Report
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III
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Page
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•
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properly identify customer needs;
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•
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innovate and develop new technologies, services and applications;
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•
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successfully commercialize new technologies in a timely manner;
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•
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manufacture and deliver our products in sufficient volumes and on time;
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•
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differentiate our offerings from our competitors' offerings;
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•
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price our products competitively;
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•
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anticipate our competitors' development of new products, services or technological innovations; and
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•
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control product quality in our manufacturing process.
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•
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reduced demand for our products, delays in the shipment of orders, or increases in order cancellations;
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•
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increased risk of excess and obsolete inventories;
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•
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increased price pressure for our products and services; and
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•
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greater risk of impairment to the value, and a detriment to the liquidity, of our investment portfolio.
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•
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interruption to transportation flows for delivery of parts to us and finished goods to our customers;
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•
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changes in foreign currency exchange rates;
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•
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changes in a specific country's or region's political, economic or other conditions;
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•
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trade protection measures and import or export licensing requirements;
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•
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negative consequences from changes in tax laws including changes to U.S. tax legislation that could materially increase our effective tax rate;
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•
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difficulty in staffing and managing widespread operations;
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•
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differing labor regulations;
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•
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differing protection of intellectual property;
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•
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unexpected changes in regulatory requirements; and
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•
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geopolitical turmoil, including terrorism and war.
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•
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the retention of key employees;
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•
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the management of facilities and employees in different geographic areas;
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•
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the retention of key customers;
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•
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the compatibility of our sales programs and facilities with those of the acquired company; and
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•
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the compatibility of our existing infrastructure with that of an acquired company.
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•
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effectively transfer liabilities, contracts, facilities and employees to the purchaser;
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•
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identify and separate the intellectual property to be divested from the intellectual property that we wish to keep; and
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•
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reduce fixed costs previously associated with the divested assets or business.
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•
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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;
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•
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increased exposure to certain governmental regulations and compliance requirements; and
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•
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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.
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•
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increasing our vulnerability to downturns in our business, to competitive pressures and to adverse economic and industry conditions;
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•
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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
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•
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limiting our flexibility in planning for, or reacting to, changes in our business and our industry.
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Fiscal 2013
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High
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Low
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Dividends
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|||||
First Quarter (ended January 31, 2013)
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$
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45.55
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$
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35.45
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$0.22
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Second Quarter (ended April 30, 2013)
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$
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45.66
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$
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40.19
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N/A
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Third Quarter (ended July 31, 2013)
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$
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47.47
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$
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41.24
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$0.12
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Fourth Quarter (ended October 31, 2013)
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$
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53.47
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$
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45.32
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$0.12
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||
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|
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||||||
Fiscal 2014
|
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High
|
Low
|
Dividends
|
|||||
First Quarter (ended January 31, 2014)
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$
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61.22
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$
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49.84
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$0.132
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Second Quarter (ended April 30, 2014)
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$
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60.46
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$
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51.96
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$0.132
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Third Quarter (ended July 31, 2014)
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$
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59.58
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$
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53.66
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$0.132
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Fourth Quarter (ended October 31, 2014)
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$
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59.40
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$
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49.80
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$0.132
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Period
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Total Number of
Shares of Common
Stock Purchased(1)
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Weighted Average
Price Paid per Share of
Common Stock(2)
|
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Total
Number of
Shares of Common
Stock Purchased as
Part of Publicly
Announced Plans or
Programs(1)
|
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Maximum
Approximate Dollar
Value of Shares of
Common Stock that
May Yet Be
Purchased Under the
Plans or Programs
(in millions)
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(a)
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(b)
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(c)
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(d)
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Aug. 1, 2014 through
Aug. 31, 2014 |
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—
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N/A
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—
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N/A
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Sep. 1, 2014 through
Sep. 30, 2014 |
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—
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N/A
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—
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N/A
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Oct. 1, 2014 through
Oct. 31, 2014 |
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—
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N/A
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—
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N/A
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Total
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—
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|
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N/A
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—
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Years Ended October 31,
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||||||||||||||||||
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2014
|
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2013
|
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2012
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2011
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2010
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||||||||||
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(in millions, except per share data)
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||||||||||||||||||
Consolidated Statement of Operations Data:
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(2)
|
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(1)
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||||||||||
Net revenue
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$
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6,981
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$
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6,782
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|
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$
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6,858
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$
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6,615
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$
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5,444
|
|
Income before taxes
|
$
|
646
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|
|
$
|
859
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|
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$
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1,043
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|
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$
|
1,032
|
|
|
$
|
692
|
|
Net income
|
$
|
504
|
|
|
$
|
724
|
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$
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1,153
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$
|
1,012
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|
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$
|
684
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|
Net income per share — Basic:
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$
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1.51
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$
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2.12
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$
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3.31
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$
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2.92
|
|
|
$
|
1.97
|
|
Net income per share — Diluted:
|
$
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1.49
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|
$
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2.10
|
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$
|
3.27
|
|
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$
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2.85
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|
|
$
|
1.94
|
|
Weighted average shares used in computing basic net income per share
|
333
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|
|
341
|
|
|
348
|
|
|
347
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|
|
347
|
|
|||||
Weighted average shares used in computing diluted net income per share
|
338
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|
|
345
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|
|
353
|
|
|
355
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|
|
353
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|||||
Cash dividends declared per common share
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$
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0.528
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$
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0.460
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|
|
0.300
|
|
|
—
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|
|
—
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|
|
October 31,
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||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Consolidated Balance Sheet Data:
|
|
|
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(2)
|
|
|
|
(1)
|
||||||||||
Cash and cash equivalents and short-term investments
|
$
|
3,028
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|
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$
|
2,675
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|
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$
|
2,351
|
|
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$
|
3,527
|
|
|
$
|
2,649
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Working capital
|
$
|
3,798
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|
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$
|
3,381
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|
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$
|
2,736
|
|
|
$
|
3,732
|
|
|
$
|
3,086
|
|
Total assets
|
$
|
10,831
|
|
|
$
|
10,686
|
|
|
$
|
10,536
|
|
|
$
|
9,057
|
|
|
$
|
9,696
|
|
Long-term debt
|
$
|
2,762
|
|
|
$
|
2,699
|
|
|
$
|
2,112
|
|
|
$
|
1,932
|
|
|
$
|
2,190
|
|
Stockholders' equity
|
$
|
5,298
|
|
|
$
|
5,286
|
|
|
$
|
5,182
|
|
|
$
|
4,308
|
|
|
$
|
3,228
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
(1) Consolidated financial data includes Varian, acquired on May 14, 2010.
|
|||||||||||||||||||
(2) Consolidated financial data includes Dako, acquired on June 21, 2012 and a non-recurring tax benefit relating to the reversal of U.S. valuation allowance of $280 million.
|
|||||||||||||||||||
Note: The above consolidated financial data includes Keysight which separated from Agilent on November 1, 2014. Keysight will be presented as a discontinued operation in the first fiscal quarter of 2015.
|
|
Years Ended October 31,
|
|
2014 over 2013
% Change |
|
2013 over 2012
% Change |
||||||||||
|
2014
|
|
2013
|
|
2012
|
|
|||||||||
|
(in millions)
|
|
|
|
|
||||||||||
Orders
|
$
|
7,134
|
|
|
$
|
6,827
|
|
|
$
|
6,877
|
|
|
4%
|
|
(1)%
|
Net revenue:
|
|
|
|
|
|
|
|
|
|
||||||
Products
|
$
|
5,686
|
|
|
$
|
5,534
|
|
|
$
|
5,659
|
|
|
3%
|
|
(2)%
|
Services and other
|
$
|
1,295
|
|
|
$
|
1,248
|
|
|
$
|
1,199
|
|
|
4%
|
|
4%
|
Total net revenue
|
$
|
6,981
|
|
|
$
|
6,782
|
|
|
$
|
6,858
|
|
|
3%
|
|
(1)%
|
|
Years Ended October 31,
|
|
2014 over 2013
Ppts Change |
|
2013 over 2012
Ppts Change |
|||||||
|
2014
|
|
2013
|
|
2012
|
|
||||||
% of total net revenue:
|
|
|
|
|
|
|
|
|
|
|||
Products
|
81
|
%
|
|
82
|
%
|
|
83
|
%
|
|
(1) ppt
|
|
(1) ppt
|
Services and other
|
19
|
%
|
|
18
|
%
|
|
17
|
%
|
|
1 ppt
|
|
1 ppt
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
|
|
|
Years Ended October 31,
|
|
2014 over 2013
Change |
|
2013 over 2012
Change |
|||||||
|
2014
|
|
2013
|
|
2012
|
|
||||||
Gross margin on products
|
53.0
|
%
|
|
53.5
|
%
|
|
53.9
|
%
|
|
(1) ppt
|
|
—
|
Gross margin on services and other
|
44.8
|
%
|
|
46.2
|
%
|
|
46.1
|
%
|
|
(1) ppt
|
|
—
|
Total gross margin
|
51.5
|
%
|
|
52.1
|
%
|
|
52.6
|
%
|
|
(1) ppt
|
|
—
|
Operating margin
|
11.9
|
%
|
|
14.0
|
%
|
|
16.3
|
%
|
|
(2) ppts
|
|
(2) ppts
|
(in millions)
|
|
|
|
|
|
|
|
|
|
||||||
Research and development
|
$
|
719
|
|
|
$
|
704
|
|
|
$
|
668
|
|
|
2%
|
|
5%
|
Selling, general and administrative
|
$
|
2,043
|
|
|
$
|
1,880
|
|
|
$
|
1,817
|
|
|
9%
|
|
3%
|
|
Years Ended October 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in millions)
|
||||||||||
Provision (benefit) for income taxes
|
$
|
142
|
|
|
$
|
135
|
|
|
$
|
(110
|
)
|
|
Years Ended October 31,
|
|
2014 over 2013
Change |
|
2013 over 2012
Change |
||||||||||
|
2014
|
|
2013
|
|
2012
|
|
|||||||||
|
(in millions)
|
|
|
|
|
||||||||||
Orders
|
$
|
2,424
|
|
|
$
|
2,319
|
|
|
$
|
1,993
|
|
|
5%
|
|
16%
|
Net revenue from products
|
$
|
1,914
|
|
|
$
|
1,868
|
|
|
$
|
1,578
|
|
|
2%
|
|
18%
|
Net revenue from services and other
|
458
|
|
|
432
|
|
|
406
|
|
|
6%
|
|
6%
|
|||
Total net revenue
|
$
|
2,372
|
|
|
$
|
2,300
|
|
|
$
|
1,984
|
|
|
3%
|
|
16%
|
|
Years Ended October 31,
|
|
2014 over 2013
Change |
|
2013 over 2012
Change |
|||||||
|
2014
|
|
2013
|
|
2012
|
|
||||||
Total gross margin
|
54.1
|
%
|
|
54.3
|
%
|
|
53.3
|
%
|
|
—
|
|
1 ppt
|
Operating margin
|
15.8
|
%
|
|
16.4
|
%
|
|
14.8
|
%
|
|
(1) ppt
|
|
2 ppts
|
(in millions)
|
|
|
|
|
|
|
|
|
|
||||||
Research and development
|
$
|
244
|
|
|
$
|
228
|
|
|
$
|
195
|
|
|
7%
|
|
17%
|
Selling, general and administrative
|
$
|
664
|
|
|
$
|
645
|
|
|
$
|
567
|
|
|
3%
|
|
14%
|
Income from operations
|
$
|
376
|
|
|
$
|
377
|
|
|
$
|
295
|
|
|
—
|
|
28%
|
|
Years Ended October 31,
|
|
2014 over 2013
Change |
|
2013 over 2012
Change |
||||||||||
|
2014
|
|
2013
|
|
2012
|
|
|||||||||
|
(in millions)
|
|
|
|
|
||||||||||
Orders
|
$
|
1,747
|
|
|
$
|
1,642
|
|
|
$
|
1,604
|
|
|
6%
|
|
2%
|
Net revenue from products
|
$
|
1,292
|
|
|
$
|
1,232
|
|
|
$
|
1,219
|
|
|
5%
|
|
1%
|
Net revenue from services and other
|
384
|
|
|
362
|
|
|
340
|
|
|
6%
|
|
6%
|
|||
Total net revenue
|
$
|
1,676
|
|
|
$
|
1,594
|
|
|
$
|
1,559
|
|
|
5%
|
|
2%
|
|
Years Ended October 31,
|
|
2014 over 2013
Change |
|
2013 over 2012
Change |
|||||||
|
2014
|
|
2013
|
|
2012
|
|
||||||
Total gross margin
|
52.6
|
%
|
|
51.7
|
%
|
|
51.4
|
%
|
|
1 ppt
|
|
—
|
Operating margin
|
23.1
|
%
|
|
22.3
|
%
|
|
21.7
|
%
|
|
1 ppt
|
|
1 ppt
|
(in millions)
|
|
|
|
|
|
|
|
|
|
||||||
Research and development
|
$
|
102
|
|
|
$
|
94
|
|
|
$
|
93
|
|
|
8%
|
|
2%
|
Selling, general and administrative
|
$
|
393
|
|
|
$
|
374
|
|
|
$
|
371
|
|
|
5%
|
|
1%
|
Income from operations
|
$
|
387
|
|
|
$
|
355
|
|
|
$
|
338
|
|
|
9%
|
|
5%
|
|
Years Ended October 31,
|
|
2014 over 2013
Change |
|
2013 over 2012
Change |
||||||||||
|
2014
|
|
2013
|
|
2012
|
|
|||||||||
|
(in millions)
|
|
|
|
|
||||||||||
Orders
|
$
|
2,963
|
|
|
$
|
2,866
|
|
|
$
|
3,280
|
|
|
3%
|
|
(13)%
|
Net revenue from products
|
$
|
2,480
|
|
|
$
|
2,434
|
|
|
$
|
2,862
|
|
|
2%
|
|
(15)%
|
Net revenue from services and other
|
453
|
|
|
454
|
|
|
453
|
|
|
—
|
|
—
|
|||
Total net revenue
|
$
|
2,933
|
|
|
$
|
2,888
|
|
|
$
|
3,315
|
|
|
2%
|
|
(13)%
|
|
Years Ended October 31,
|
|
2014 over 2013
Change |
|
2013 over 2012
Change |
|||||||
|
2014
|
|
2013
|
|
2012
|
|
||||||
Total gross margin
|
55.7
|
%
|
|
56.9
|
%
|
|
56.9
|
%
|
|
(1) ppt
|
|
—
|
Operating margin
|
19.1
|
%
|
|
18.9
|
%
|
|
22.7
|
%
|
|
—
|
|
(4) ppts
|
(in millions)
|
|
|
|
|
|
|
|
|
|
||||||
Research and development
|
$
|
358
|
|
|
$
|
365
|
|
|
$
|
375
|
|
|
(2)%
|
|
(3)%
|
Selling, general and administrative
|
$
|
717
|
|
|
$
|
733
|
|
|
$
|
761
|
|
|
(2)%
|
|
(4)%
|
Income from operations
|
$
|
559
|
|
|
$
|
544
|
|
|
$
|
751
|
|
|
3%
|
|
(28)%
|
|
Less than one
year
|
|
One to three years
|
|
Three to five years
|
|
More than five years
|
||||||||
Operating leases
|
$
|
57
|
|
|
$
|
81
|
|
|
$
|
35
|
|
|
$
|
33
|
|
Commitments to contract manufacturers and suppliers
|
782
|
|
|
8
|
|
|
—
|
|
|
—
|
|
||||
Other purchase commitments
|
127
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Retirement plans
|
87
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
1,053
|
|
|
$
|
89
|
|
|
$
|
35
|
|
|
$
|
33
|
|
|
Less than one
year
|
|
One to three years
|
|
Three to five years
|
|
More than five years
|
||||||||
Senior notes
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
600
|
|
|
$
|
2,100
|
|
Other debt
|
—
|
|
|
—
|
|
|
—
|
|
|
42
|
|
||||
Interest expense
|
114
|
|
|
227
|
|
|
210
|
|
|
298
|
|
||||
Total
|
$
|
114
|
|
|
$
|
227
|
|
|
$
|
810
|
|
|
$
|
2,440
|
|
Index to Consolidated Financial Statements
|
|
Page
|
|
|
|
Consolidated Financial Statements:
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
/s/ PRICEWATERHOUSECOOPERS LLP
|
|
|
|
San Jose, California
|
|
December 22, 2014
|
|
|
Years Ended October 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in millions, except per
share data)
|
||||||||||
Net revenue:
|
|
|
|
|
|
||||||
Products
|
$
|
5,686
|
|
|
$
|
5,534
|
|
|
$
|
5,659
|
|
Services and other
|
1,295
|
|
|
1,248
|
|
|
1,199
|
|
|||
Total net revenue
|
6,981
|
|
|
6,782
|
|
|
6,858
|
|
|||
Costs and expenses:
|
|
|
|
|
|
||||||
Cost of products
|
2,673
|
|
|
2,576
|
|
|
2,608
|
|
|||
Cost of services and other
|
715
|
|
|
671
|
|
|
646
|
|
|||
Total costs
|
3,388
|
|
|
3,247
|
|
|
3,254
|
|
|||
Research and development
|
719
|
|
|
704
|
|
|
668
|
|
|||
Selling, general and administrative
|
2,043
|
|
|
1,880
|
|
|
1,817
|
|
|||
Total costs and expenses
|
6,150
|
|
|
5,831
|
|
|
5,739
|
|
|||
Income from operations
|
831
|
|
|
951
|
|
|
1,119
|
|
|||
Interest income
|
9
|
|
|
7
|
|
|
9
|
|
|||
Interest expense
|
(113
|
)
|
|
(107
|
)
|
|
(101
|
)
|
|||
Other income (expense), net
|
(81
|
)
|
|
8
|
|
|
16
|
|
|||
Income before taxes
|
646
|
|
|
859
|
|
|
1,043
|
|
|||
Provision (benefit) for income taxes
|
142
|
|
|
135
|
|
|
(110
|
)
|
|||
Net income
|
$
|
504
|
|
|
$
|
724
|
|
|
$
|
1,153
|
|
Net income per share:
|
|
|
|
|
|
||||||
Basic
|
$
|
1.51
|
|
|
$
|
2.12
|
|
|
$
|
3.31
|
|
Diluted
|
$
|
1.49
|
|
|
$
|
2.10
|
|
|
$
|
3.27
|
|
Weighted average shares used in computing net income per share:
|
|
|
|
|
|
||||||
Basic
|
333
|
|
|
341
|
|
|
348
|
|
|||
Diluted
|
338
|
|
|
345
|
|
|
353
|
|
|||
|
|
|
|
|
|
||||||
Cash dividends declared per common share
|
$
|
0.528
|
|
|
$
|
0.46
|
|
|
$
|
0.30
|
|
|
Years Ended October 31,
|
|||||||||||
|
2014
|
|
2013
|
|
2012
|
|
||||||
|
|
|
|
|
|
|
||||||
Net income
|
$
|
504
|
|
|
$
|
724
|
|
|
$
|
1,153
|
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
||||||
Unrealized gain on investments, net of tax (expense) benefit of $(1), $(2) and $8
|
11
|
|
|
7
|
|
|
6
|
|
|
|||
Amounts reclassified into earnings related to investments, net of tax of $0, $0 and $0
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
|||
Gain on derivative instruments, net of tax (expense) of $(5), $(2) and $(3)
|
8
|
|
|
8
|
|
|
7
|
|
|
|||
Amounts reclassified into earnings related to derivative instruments, net of tax benefit of $0, $3 and $2
|
1
|
|
|
(10
|
)
|
|
(6
|
)
|
|
|||
Foreign currency translation, net of tax benefit of $8, $8 and $0
|
(269
|
)
|
|
1
|
|
|
(28
|
)
|
|
|||
Net defined benefit pension cost and post retirement plan costs:
|
|
|
|
|
|
|
||||||
Change in actuarial net loss, net of tax (expense) benefit of $65, $(114), and $61
|
(143
|
)
|
|
228
|
|
|
(175
|
)
|
|
|||
Change in net prior service benefit, net of tax benefit of $16, $16, and $17
|
(32
|
)
|
|
(32
|
)
|
|
(31
|
)
|
|
|||
Other comprehensive income (loss)
|
(425
|
)
|
|
202
|
|
|
(227
|
)
|
|
|||
Total comprehensive income
|
$
|
79
|
|
|
$
|
926
|
|
|
$
|
926
|
|
|
|
October 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(in millions, except
par value and
share data)
|
||||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
3,028
|
|
|
$
|
2,675
|
|
Accounts receivable, net
|
983
|
|
|
899
|
|
||
Inventory
|
1,072
|
|
|
1,066
|
|
||
Other current assets
|
417
|
|
|
343
|
|
||
Total current assets
|
5,500
|
|
|
4,983
|
|
||
Property, plant and equipment, net
|
1,101
|
|
|
1,134
|
|
||
Goodwill
|
2,899
|
|
|
3,047
|
|
||
Other intangible assets, net
|
667
|
|
|
916
|
|
||
Long-term investments
|
159
|
|
|
139
|
|
||
Other assets
|
505
|
|
|
467
|
|
||
Total assets
|
$
|
10,831
|
|
|
$
|
10,686
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
475
|
|
|
$
|
432
|
|
Employee compensation and benefits
|
395
|
|
|
401
|
|
||
Deferred revenue
|
435
|
|
|
439
|
|
||
Other accrued liabilities
|
397
|
|
|
330
|
|
||
Total current liabilities
|
1,702
|
|
|
1,602
|
|
||
Long-term debt
|
2,762
|
|
|
2,699
|
|
||
Retirement and post-retirement benefits
|
422
|
|
|
294
|
|
||
Other long-term liabilities
|
644
|
|
|
802
|
|
||
Total liabilities
|
5,530
|
|
|
5,397
|
|
||
Commitments and contingencies (Note 17)
|
|
|
|
|
|
||
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; 608 million shares at October 31, 2014 and 602 million shares at October 31, 2013 issued
|
6
|
|
|
6
|
|
||
Treasury stock at cost; 273 million shares at October 31, 2014 and 269 million shares at October 31, 2013
|
(9,807
|
)
|
|
(9,607
|
)
|
||
Additional paid-in-capital
|
8,967
|
|
|
8,723
|
|
||
Retained earnings
|
6,466
|
|
|
6,073
|
|
||
Accumulated other comprehensive income (loss)
|
(334
|
)
|
|
91
|
|
||
Total stockholders' equity
|
5,298
|
|
|
5,286
|
|
||
Non-controlling interest
|
3
|
|
|
3
|
|
||
Total equity
|
5,301
|
|
|
5,289
|
|
||
Total liabilities and equity
|
$
|
10,831
|
|
|
$
|
10,686
|
|
|
Years Ended October 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in millions)
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
504
|
|
|
$
|
724
|
|
|
$
|
1,153
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
384
|
|
|
372
|
|
|
301
|
|
|||
Accelerated amortization of interest rate swap gain (due to early redemption of debt)
|
(22
|
)
|
|
—
|
|
|
—
|
|
|||
Share-based compensation
|
96
|
|
|
85
|
|
|
74
|
|
|||
Excess tax benefit from share-based plans
|
(1
|
)
|
|
(2
|
)
|
|
—
|
|
|||
Deferred taxes
|
(132
|
)
|
|
31
|
|
|
(158
|
)
|
|||
Excess and obsolete inventory and inventory related charges
|
79
|
|
|
48
|
|
|
30
|
|
|||
Non-cash restructuring and asset impairment charges
|
23
|
|
|
3
|
|
|
1
|
|
|||
Net gain on sale of investments
|
(1
|
)
|
|
(1
|
)
|
|
(4
|
)
|
|||
Net (gain) loss on sale of assets and divestitures
|
(10
|
)
|
|
3
|
|
|
2
|
|
|||
Other
|
10
|
|
|
3
|
|
|
5
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable, net
|
(119
|
)
|
|
14
|
|
|
19
|
|
|||
Inventory
|
(99
|
)
|
|
(100
|
)
|
|
(52
|
)
|
|||
Accounts payable
|
50
|
|
|
(27
|
)
|
|
(31
|
)
|
|||
Employee compensation and benefits
|
9
|
|
|
16
|
|
|
(54
|
)
|
|||
Other assets and liabilities
|
(60
|
)
|
|
(17
|
)
|
|
(58
|
)
|
|||
Net cash provided by operating activities
|
711
|
|
|
1,152
|
|
|
1,228
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Investments in property, plant and equipment
|
(205
|
)
|
|
(195
|
)
|
|
(194
|
)
|
|||
Proceeds from the sale of property, plant and equipment
|
14
|
|
|
2
|
|
|
—
|
|
|||
Proceeds from lease receivable
|
—
|
|
|
—
|
|
|
80
|
|
|||
Proceeds from the sale of investment securities
|
1
|
|
|
12
|
|
|
5
|
|
|||
Proceeds from divestitures
|
2
|
|
|
—
|
|
|
—
|
|
|||
Payment to acquire equity method investment
|
(25
|
)
|
|
(21
|
)
|
|
—
|
|
|||
Purchase of other investments
|
—
|
|
|
(25
|
)
|
|
—
|
|
|||
Change in restricted cash, cash equivalents and investments, net
|
(4
|
)
|
|
—
|
|
|
—
|
|
|||
Acquisitions of businesses and intangible assets, net of cash acquired
|
(13
|
)
|
|
(21
|
)
|
|
(2,257
|
)
|
|||
Net cash used in investing activities
|
(230
|
)
|
|
(248
|
)
|
|
(2,366
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Issuance of common stock under employee stock plans
|
188
|
|
|
161
|
|
|
100
|
|
|||
Treasury stock repurchases
|
(200
|
)
|
|
(900
|
)
|
|
(172
|
)
|
|||
Payment of dividends
|
(176
|
)
|
|
(156
|
)
|
|
(104
|
)
|
|||
Issuance of senior notes
|
1,099
|
|
|
597
|
|
|
399
|
|
|||
Debt issuance costs
|
(9
|
)
|
|
(5
|
)
|
|
(3
|
)
|
|||
Repayment of senior notes
|
(1,000
|
)
|
|
(250
|
)
|
|
(250
|
)
|
|||
Purchase of non-controlling interest
|
—
|
|
|
(3
|
)
|
|
(6
|
)
|
|||
Proceeds from debts and credit facility
|
87
|
|
|
—
|
|
|
—
|
|
|||
Repayment of debts and credit facility
|
(87
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Excess tax benefit from share-based plans
|
1
|
|
|
2
|
|
|
—
|
|
|||
Net cash used in financing activities
|
(97
|
)
|
|
(554
|
)
|
|
(37
|
)
|
|||
Effect of exchange rate movements
|
(31
|
)
|
|
(26
|
)
|
|
(1
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
353
|
|
|
324
|
|
|
(1,176
|
)
|
|||
Cash and cash equivalents at beginning of year
|
2,675
|
|
|
2,351
|
|
|
3,527
|
|
|||
Cash and cash equivalents at end of year
|
$
|
3,028
|
|
|
$
|
2,675
|
|
|
$
|
2,351
|
|
|
Common Stock
|
|
Treasury Stock
|
|
|
|
Accumulated
Other
Comprehensive
Income/(Loss)
|
|
|
|
|
|
|
||||||||||||||||||||||||
|
Number
of
Shares
|
|
Par
Value
|
|
Additional
Paid-in
Capital
|
|
Number
of
Shares
|
|
Treasury
Stock at
Cost
|
|
Retained
Earnings
|
|
Total Stockholders' Equity
|
|
Non-
Controlling
Interests
|
|
Total
Equity
|
||||||||||||||||||||
|
(in millions, except number of shares in thousands)
|
||||||||||||||||||||||||||||||||||||
Balance as of October 31, 2011
|
590,668
|
|
|
$
|
6
|
|
|
$
|
8,265
|
|
|
(244,286
|
)
|
|
$
|
(8,535
|
)
|
|
$
|
4,456
|
|
|
$
|
116
|
|
|
$
|
4,308
|
|
|
$
|
8
|
|
|
$
|
4,316
|
|
Components of comprehensive income, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,153
|
|
|
—
|
|
|
1,153
|
|
|
—
|
|
|
1,153
|
|
||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(227
|
)
|
|
(227
|
)
|
|
—
|
|
|
(227
|
)
|
||||||||
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
926
|
|
|
|
|
926
|
|
|||||||||
Cash dividends declared ($0.30 per common share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(104
|
)
|
|
—
|
|
|
(104
|
)
|
|
—
|
|
|
(104
|
)
|
||||||||
Change in non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
(5
|
)
|
||||||||
Share-based awards issued
|
4,591
|
|
|
—
|
|
|
84
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
84
|
|
|
—
|
|
|
84
|
|
||||||||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,500
|
)
|
|
(172
|
)
|
|
—
|
|
|
—
|
|
|
(172
|
)
|
|
—
|
|
|
(172
|
)
|
||||||||
Cumulative excess tax benefits realized from share-based awards issued
|
—
|
|
|
—
|
|
|
66
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
66
|
|
|
—
|
|
|
66
|
|
||||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
74
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
74
|
|
|
—
|
|
|
74
|
|
||||||||
Balance as of October 31, 2012
|
595,259
|
|
|
$
|
6
|
|
|
$
|
8,489
|
|
|
(248,786
|
)
|
|
$
|
(8,707
|
)
|
|
$
|
5,505
|
|
|
$
|
(111
|
)
|
|
$
|
5,182
|
|
|
$
|
3
|
|
|
$
|
5,185
|
|
Components of comprehensive income, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
724
|
|
|
—
|
|
|
724
|
|
|
—
|
|
|
724
|
|
||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
202
|
|
|
202
|
|
|
—
|
|
|
202
|
|
||||||||
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
926
|
|
|
|
|
926
|
|
|||||||||
Cash dividends declared ($0.46 per common share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(156
|
)
|
|
—
|
|
|
(156
|
)
|
|
—
|
|
|
(156
|
)
|
||||||||
Change in non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Share-based awards issued
|
6,370
|
|
|
—
|
|
|
147
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
147
|
|
|
—
|
|
|
147
|
|
||||||||
Tax benefits from share-based awards issued
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||||||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,544
|
)
|
|
(900
|
)
|
|
—
|
|
|
—
|
|
|
(900
|
)
|
|
—
|
|
|
(900
|
)
|
||||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
85
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
85
|
|
|
—
|
|
|
85
|
|
||||||||
Balance as of October 31, 2013
|
601,629
|
|
|
$
|
6
|
|
|
$
|
8,723
|
|
|
(269,330
|
)
|
|
$
|
(9,607
|
)
|
|
$
|
6,073
|
|
|
$
|
91
|
|
|
$
|
5,286
|
|
|
$
|
3
|
|
|
$
|
5,289
|
|
Components of comprehensive income, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
504
|
|
|
—
|
|
|
504
|
|
|
—
|
|
|
504
|
|
||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(425
|
)
|
|
(425
|
)
|
|
—
|
|
|
(425
|
)
|
||||||||
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
79
|
|
|
|
|
79
|
|
|||||||||
Cash dividends declared ($0.528 per common share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(176
|
)
|
|
—
|
|
|
(176
|
)
|
|
—
|
|
|
(176
|
)
|
||||||||
Adjustment to correct initial application of FIN No.48, see Note 5, "Income Taxes"
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
65
|
|
|
—
|
|
|
65
|
|
|
—
|
|
|
65
|
|
||||||||
Share-based awards issued
|
6,261
|
|
|
—
|
|
|
170
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
170
|
|
|
—
|
|
|
170
|
|
||||||||
Adjustment to cumulative excess tax benefits realized from share based awards issued, see Note 4, "Share-based Compensation"
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
—
|
|
|
(23
|
)
|
||||||||
Tax benefit from share based awards issued
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,594
|
)
|
|
(200
|
)
|
|
—
|
|
|
—
|
|
|
(200
|
)
|
|
—
|
|
|
(200
|
)
|
||||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
96
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
96
|
|
|
—
|
|
|
96
|
|
||||||||
Balance as of October 31, 2014
|
607,890
|
|
|
$
|
6
|
|
|
$
|
8,967
|
|
|
(272,924
|
)
|
|
$
|
(9,807
|
)
|
|
$
|
6,466
|
|
|
$
|
(334
|
)
|
|
$
|
5,298
|
|
|
$
|
3
|
|
|
$
|
5,301
|
|
Cash and cash equivalents
|
|
|
$
|
11
|
|
|
Accounts receivable
|
|
|
96
|
|
|
|
Inventories
|
|
|
90
|
|
|
|
Other current assets
|
|
|
5
|
|
|
|
Property, plant and equipment
|
|
|
146
|
|
|
|
Long term investments
|
|
|
11
|
|
|
|
Intangible assets
|
|
|
738
|
|
|
|
Other assets
|
|
|
13
|
|
|
|
Goodwill
|
|
|
1,382
|
|
|
|
Total assets acquired
|
|
2,492
|
|
|
||
Accounts payable
|
|
|
(24
|
)
|
|
|
Employee compensation and benefits
|
|
|
(24
|
)
|
|
|
Other accrued liabilities
|
|
|
(47
|
)
|
|
|
Long-term debt
|
|
|
(43
|
)
|
|
|
Other long-term liabilities
|
|
|
(211
|
)
|
|
|
Net assets acquired
|
|
|
$
|
2,143
|
|
|
|
Fair Value
|
|
Estimated
Useful Life
|
||||
Developed product technology
|
|
$
|
287
|
|
|
|
8 - 9 yrs
|
Customer relationships
|
|
140
|
|
|
|
4 years
|
|
Tradenames and trademarks
|
|
128
|
|
|
|
12 years
|
|
Total intangible assets subject to amortization
|
|
555
|
|
|
|
|
|
In-process research and development
|
|
183
|
|
|
|
|
|
Total intangible assets
|
|
$
|
738
|
|
|
|
|
|
2012
|
||
Net revenue
|
$
|
7,100
|
|
Net income
|
$
|
1,145
|
|
Net income per share — basic
|
$
|
3.29
|
|
Net income per share — diluted
|
$
|
3.24
|
|
|
Years Ended October 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in millions)
|
||||||||||
Cost of products and services
|
$
|
23
|
|
|
$
|
20
|
|
|
$
|
16
|
|
Research and development
|
14
|
|
|
12
|
|
|
10
|
|
|||
Selling, general and administrative
|
61
|
|
|
56
|
|
|
50
|
|
|||
Total share-based compensation expense
|
$
|
98
|
|
|
$
|
88
|
|
|
$
|
76
|
|
|
Years Ended October 31,
|
||||
|
2014
|
|
2013
|
|
2012
|
Stock Option Plans:
|
|
|
|
|
|
Weighted average risk-free interest rate
|
1.69%
|
|
0.86%
|
|
0.88%
|
Dividend yield
|
1%
|
|
1%
|
|
0%
|
Weighted average volatility
|
39%
|
|
39%
|
|
38%
|
Expected life
|
5.8 years
|
|
5.8 years
|
|
5.8 years
|
LTPP:
|
|
|
|
|
|
Volatility of Agilent shares
|
36%
|
|
37%
|
|
41%
|
Volatility of selected peer-company shares
|
13%-57%
|
|
6%-64%
|
|
17%-75%
|
Price-wise correlation with selected peers
|
47%
|
|
49%
|
|
62%
|
|
Options
Outstanding
|
|
Weighted
Average
Exercise Price
|
|||
|
(in thousands)
|
|
|
|||
Outstanding at October 31, 2013
|
9,609
|
|
|
$
|
32
|
|
Granted
|
1,250
|
|
|
$
|
54
|
|
Exercised
|
(3,750
|
)
|
|
$
|
30
|
|
Cancelled/Forfeited/Expired
|
(99
|
)
|
|
$
|
41
|
|
Outstanding at October 31, 2014
|
7,010
|
|
|
$
|
36
|
|
|
Options
Cancelled
|
|
Weighted
Average
Exercise Price
|
|||
|
(in thousands)
|
|
|
|||
Forfeited
|
60
|
|
|
$
|
49
|
|
Expired
|
39
|
|
|
$
|
29
|
|
Total Options Cancelled during 2014
|
99
|
|
|
$
|
41
|
|
|
Options Outstanding
|
|
Options Exercisable
|
|||||||||||||||||||||||
Range of
Exercise Prices
|
Number
Outstanding
|
|
Weighted
Average
Remaining
Contractual
Life
|
|
Weighted
Average
Exercise
Price
|
|
Aggregate
Intrinsic
Value
|
|
Number
Exercisable
|
|
Weighted
Average
Remaining
Contractual
Life
|
|
Weighted
Average
Exercise
Price
|
|
Aggregate
Intrinsic
Value
|
|||||||||||
|
(in thousands)
|
|
(in years)
|
|
|
|
(in thousands)
|
|
(in thousands)
|
|
(in years)
|
|
|
|
(in thousands)
|
|||||||||||
$0 - 25
|
690
|
|
|
1.9
|
|
$
|
20
|
|
|
$
|
24,240
|
|
|
690
|
|
|
1.9
|
|
|
$
|
20
|
|
|
$
|
24,240
|
|
$25.01 - 30
|
466
|
|
|
4.9
|
|
$
|
29
|
|
|
12,032
|
|
|
466
|
|
|
4.9
|
|
|
$
|
29
|
|
|
12,032
|
|
||
$30.01 - 40
|
4,646
|
|
|
5.4
|
|
$
|
35
|
|
|
93,664
|
|
|
2,612
|
|
|
3.8
|
|
|
$
|
34
|
|
|
54,838
|
|
||
$40.01 - 50
|
6
|
|
|
7.4
|
|
$
|
45
|
|
|
59
|
|
|
3
|
|
|
7.4
|
|
|
$
|
45
|
|
|
29
|
|
||
$50.01 & over
|
1,202
|
|
|
9.1
|
|
$
|
54
|
|
|
$
|
2,054
|
|
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
7,010
|
|
|
5.7
|
|
$
|
36
|
|
|
$
|
132,049
|
|
|
3,771
|
|
|
3.6
|
|
|
$
|
31
|
|
|
$
|
91,139
|
|
|
Aggregate
Intrinsic Value
|
|
Weighted
Average
Exercise
Price
|
|
Per Share Value Using
Black-Scholes
Model
|
||||||
|
(in thousands)
|
|
|
|
|
||||||
Options exercised in fiscal 2012
|
$
|
38,188
|
|
|
$
|
23
|
|
|
|
|
|
Black-Scholes per share value of options granted during fiscal 2012
|
|
|
|
|
|
|
$
|
14
|
|
||
Options exercised in fiscal 2013
|
$
|
71,499
|
|
|
$
|
28
|
|
|
|
|
|
Black-Scholes per share value of options granted during fiscal 2013
|
|
|
|
|
|
|
$
|
12
|
|
||
Options exercised in fiscal 2014
|
$
|
98,075
|
|
|
$
|
30
|
|
|
|
|
|
Black-Scholes per share value of options granted during fiscal 2014
|
|
|
|
|
|
|
$
|
19
|
|
|
Shares
|
|
Weighted
Average
Grant Price
|
|||
|
(in thousands)
|
|
|
|||
Non-vested at October 31, 2013
|
3,546
|
|
|
$
|
37
|
|
Granted
|
1,358
|
|
|
$
|
54
|
|
Vested
|
(1,324
|
)
|
|
$
|
40
|
|
Forfeited
|
(104
|
)
|
|
$
|
42
|
|
Change in LTPP shares vested in the year due to performance conditions
|
(43
|
)
|
|
$
|
36
|
|
Non-vested at October 31, 2014
|
3,433
|
|
|
$
|
44
|
|
|
Years Ended October 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in millions)
|
||||||||||
U.S. operations
|
$
|
(117
|
)
|
|
$
|
39
|
|
|
$
|
45
|
|
Non-U.S. operations
|
763
|
|
|
820
|
|
|
998
|
|
|||
Total income before taxes
|
$
|
646
|
|
|
$
|
859
|
|
|
$
|
1,043
|
|
|
Years Ended October 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in millions)
|
||||||||||
U.S. federal taxes:
|
|
|
|
|
|
||||||
Current
|
$
|
12
|
|
|
$
|
24
|
|
|
$
|
6
|
|
Deferred
|
(11
|
)
|
|
48
|
|
|
(144
|
)
|
|||
Non-U.S. taxes:
|
|
|
|
|
|
||||||
Current
|
260
|
|
|
77
|
|
|
41
|
|
|||
Deferred
|
(117
|
)
|
|
(24
|
)
|
|
(22
|
)
|
|||
State taxes, net of federal benefit:
|
|
|
|
|
|
||||||
Current
|
2
|
|
|
3
|
|
|
1
|
|
|||
Deferred
|
(4
|
)
|
|
7
|
|
|
8
|
|
|||
Total provision
|
$
|
142
|
|
|
$
|
135
|
|
|
$
|
(110
|
)
|
|
October 31,
|
||||||||||||||
|
2014
|
|
2013
|
||||||||||||
|
Deferred
Tax Assets
|
|
Deferred Tax
Liabilities
|
|
Deferred
Tax Assets
|
|
Deferred Tax
Liabilities
|
||||||||
|
(in millions)
|
||||||||||||||
Inventory
|
$
|
32
|
|
|
$
|
—
|
|
|
$
|
32
|
|
|
$
|
—
|
|
Intangibles
|
—
|
|
|
154
|
|
|
—
|
|
|
214
|
|
||||
Property, plant and equipment
|
40
|
|
|
—
|
|
|
18
|
|
|
—
|
|
||||
Warranty reserves
|
27
|
|
|
—
|
|
|
25
|
|
|
—
|
|
||||
Retiree medical benefits
|
—
|
|
|
14
|
|
|
—
|
|
|
—
|
|
||||
Pension benefits
|
166
|
|
|
—
|
|
|
42
|
|
|
—
|
|
||||
Employee benefits, other than retirement
|
49
|
|
|
—
|
|
|
57
|
|
|
—
|
|
||||
Net operating loss, capital loss, and credit carryforwards
|
209
|
|
|
—
|
|
|
263
|
|
|
—
|
|
||||
Unrealized gains/losses on investments
|
—
|
|
|
—
|
|
|
24
|
|
|
—
|
|
||||
Unremitted earnings of foreign subsidiaries
|
—
|
|
|
61
|
|
|
—
|
|
|
114
|
|
||||
Share-based compensation
|
56
|
|
|
—
|
|
|
54
|
|
|
—
|
|
||||
Deferred revenue
|
82
|
|
|
—
|
|
|
27
|
|
|
—
|
|
||||
Other
|
21
|
|
|
13
|
|
|
36
|
|
|
3
|
|
||||
Subtotal
|
682
|
|
|
242
|
|
|
578
|
|
|
331
|
|
||||
Tax valuation allowance
|
(134
|
)
|
|
—
|
|
|
(85
|
)
|
|
—
|
|
||||
Total deferred tax assets or deferred tax liabilities
|
$
|
548
|
|
|
$
|
242
|
|
|
$
|
493
|
|
|
$
|
331
|
|
|
October 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(in millions)
|
||||||
Current deferred tax assets (included within other current assets)
|
$
|
160
|
|
|
$
|
115
|
|
Long-term deferred tax assets (included within other assets)
|
289
|
|
|
264
|
|
||
Current deferred tax liabilities (included within other accrued liabilities)
|
(6
|
)
|
|
(4
|
)
|
||
Long-term deferred tax liabilities (included within other long-term liabilities)
|
(137
|
)
|
|
(213
|
)
|
||
Total
|
$
|
306
|
|
|
$
|
162
|
|
|
Years Ended October 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in millions)
|
||||||||||
Profit before tax times statutory rate
|
$
|
226
|
|
|
$
|
301
|
|
|
$
|
365
|
|
State income taxes, net of federal benefit
|
(6
|
)
|
|
7
|
|
|
8
|
|
|||
Non-U.S. income taxed at different rates
|
(156
|
)
|
|
(162
|
)
|
|
(144
|
)
|
|||
Change in unrecognized non-U.S. tax benefits
|
—
|
|
|
—
|
|
|
(68
|
)
|
|||
Change in unrecognized U.S. tax benefits
|
(160
|
)
|
|
—
|
|
|
—
|
|
|||
Repatriation of foreign earnings
|
149
|
|
|
—
|
|
|
—
|
|
|||
Valuation allowances
|
49
|
|
|
(8
|
)
|
|
(280
|
)
|
|||
Non-deductible costs related to the separation of Keysight
|
17
|
|
|
—
|
|
|
—
|
|
|||
Transfer pricing adjustments for prior years
|
12
|
|
|
—
|
|
|
—
|
|
|||
Other, net
|
11
|
|
|
(3
|
)
|
|
9
|
|
|||
Provision for income taxes
|
$
|
142
|
|
|
$
|
135
|
|
|
$
|
(110
|
)
|
Effective tax rate
|
22
|
%
|
|
16
|
%
|
|
(11
|
)%
|
|
October 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(in millions)
|
||||||
Current income tax assets (included within other current assets)
|
$
|
99
|
|
|
$
|
42
|
|
Long-term income tax assets (included within other assets)
|
48
|
|
|
34
|
|
||
Current income tax liabilities (included within other accrued liabilities)
|
(151
|
)
|
|
(48
|
)
|
||
Long-term income tax liabilities (included within other long-term liabilities)
|
(289
|
)
|
|
(341
|
)
|
||
Total
|
$
|
(293
|
)
|
|
$
|
(313
|
)
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in millions)
|
||||||||||
Balance, beginning of year
|
$
|
516
|
|
|
$
|
464
|
|
|
$
|
469
|
|
Additions for acquisitions
|
—
|
|
|
—
|
|
|
—
|
|
|||
Additions for tax positions related to the current year
|
47
|
|
|
53
|
|
|
56
|
|
|||
Additions for tax positions from prior years
|
16
|
|
|
11
|
|
|
40
|
|
|||
Reductions for tax positions from prior years
|
(144
|
)
|
|
(6
|
)
|
|
(90
|
)
|
|||
Settlements with taxing authorities
|
(2
|
)
|
|
(3
|
)
|
|
(2
|
)
|
|||
Statute of limitations expirations
|
(9
|
)
|
|
(3
|
)
|
|
(9
|
)
|
|||
Balance, end of year
|
$
|
424
|
|
|
$
|
516
|
|
|
$
|
464
|
|
|
Years Ended October 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in millions)
|
||||||||||
Numerator:
|
|
|
|
|
|
||||||
Net income
|
$
|
504
|
|
|
$
|
724
|
|
|
$
|
1,153
|
|
Denominators:
|
|
|
|
|
|
||||||
Basic weighted average shares
|
333
|
|
|
341
|
|
|
348
|
|
|||
Potential common shares — stock options and other employee stock plans
|
5
|
|
|
4
|
|
|
5
|
|
|||
Diluted weighted average shares
|
338
|
|
|
345
|
|
|
353
|
|
|
October 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(in millions)
|
||||||
Finished goods
|
$
|
585
|
|
|
$
|
552
|
|
Purchased parts and fabricated assemblies
|
487
|
|
|
514
|
|
||
Inventory
|
$
|
1,072
|
|
|
$
|
1,066
|
|
|
October 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(in millions)
|
||||||
Land
|
$
|
120
|
|
|
$
|
131
|
|
Buildings and leasehold improvements
|
1,341
|
|
|
1,330
|
|
||
Machinery and equipment
|
1,054
|
|
|
1,019
|
|
||
Software
|
410
|
|
|
398
|
|
||
Total property, plant and equipment
|
2,925
|
|
|
2,878
|
|
||
Accumulated depreciation and amortization
|
(1,824
|
)
|
|
(1,744
|
)
|
||
Property, plant and equipment, net
|
$
|
1,101
|
|
|
$
|
1,134
|
|
|
Life Sciences and Diagnostics
|
|
Chemical
Analysis
|
|
Electronic
Measurement
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Goodwill as of October 31, 2012
|
$
|
1,807
|
|
|
$
|
751
|
|
|
$
|
467
|
|
|
$
|
3,025
|
|
Foreign currency translation impact
|
63
|
|
|
(10
|
)
|
|
(47
|
)
|
|
6
|
|
||||
Goodwill arising from acquisitions
|
13
|
|
|
4
|
|
|
(1
|
)
|
|
16
|
|
||||
Goodwill as of October 31, 2013
|
$
|
1,883
|
|
|
$
|
745
|
|
|
$
|
419
|
|
|
$
|
3,047
|
|
Foreign currency translation impact
|
(116
|
)
|
|
(5
|
)
|
|
(32
|
)
|
|
(153
|
)
|
||||
Goodwill arising from acquisitions
|
—
|
|
|
—
|
|
|
5
|
|
|
5
|
|
||||
Goodwill as of October 31, 2014
|
$
|
1,767
|
|
|
$
|
740
|
|
|
$
|
392
|
|
|
$
|
2,899
|
|
|
Other Intangible Assets
|
||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
and Impairments
|
|
Net Book
Value
|
||||||
|
(in millions)
|
||||||||||
As of October 31, 2013:
|
|
|
|
|
|
||||||
Purchased technology
|
$
|
1,019
|
|
|
$
|
460
|
|
|
$
|
559
|
|
Trademark/Tradename
|
176
|
|
|
40
|
|
|
136
|
|
|||
Customer relationships
|
401
|
|
|
215
|
|
|
186
|
|
|||
Total amortizable intangible assets
|
$
|
1,596
|
|
|
$
|
715
|
|
|
$
|
881
|
|
In-Process R&D
|
35
|
|
|
—
|
|
|
35
|
|
|||
Total
|
$
|
1,631
|
|
|
$
|
715
|
|
|
$
|
916
|
|
As of October 31, 2014:
|
|
|
|
|
|
||||||
Purchased technology
|
$
|
1,005
|
|
|
$
|
589
|
|
|
$
|
416
|
|
Trademark/Tradename
|
168
|
|
|
53
|
|
|
115
|
|
|||
Customer relationships
|
400
|
|
|
282
|
|
|
118
|
|
|||
Total amortizable intangible assets
|
$
|
1,573
|
|
|
$
|
924
|
|
|
$
|
649
|
|
In-Process R&D
|
18
|
|
|
—
|
|
|
18
|
|
|||
Total
|
$
|
1,591
|
|
|
$
|
924
|
|
|
$
|
667
|
|
|
October 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(in millions)
|
||||||
Long-Term
|
|
|
|
||||
Cost method investments
|
$
|
40
|
|
|
$
|
44
|
|
Trading securities
|
48
|
|
|
51
|
|
||
Available-for-sale investments
|
35
|
|
|
25
|
|
||
Equity method investments
|
36
|
|
|
19
|
|
||
Total
|
$
|
159
|
|
|
$
|
139
|
|
|
Years Ended October 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in millions)
|
||||||||||
Available-for-sale investments — realized gain
|
$
|
1
|
|
|
$
|
1
|
|
|
$
|
2
|
|
Equity method investments - share of losses
|
(7
|
)
|
|
$
|
(2
|
)
|
|
$
|
—
|
|
|
|
|
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)
|
$
|
1,751
|
|
|
$
|
1,751
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivative instruments (foreign exchange contracts)
|
19
|
|
|
—
|
|
|
19
|
|
|
—
|
|
||||
Long-term
|
|
|
|
|
|
|
|
||||||||
Trading securities
|
48
|
|
|
48
|
|
|
—
|
|
|
—
|
|
||||
Available-for-sale investments
|
35
|
|
|
35
|
|
|
—
|
|
|
—
|
|
||||
Total assets measured at fair value
|
$
|
1,853
|
|
|
$
|
1,834
|
|
|
$
|
19
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Short-term
|
|
|
|
|
|
|
|
||||||||
Derivative instruments (foreign exchange contracts)
|
$
|
7
|
|
|
$
|
—
|
|
|
$
|
7
|
|
|
$
|
—
|
|
Long-term
|
|
|
|
|
|
|
|
||||||||
Deferred compensation liability
|
48
|
|
|
—
|
|
|
48
|
|
|
—
|
|
||||
Total liabilities measured at fair value
|
$
|
55
|
|
|
$
|
—
|
|
|
$
|
55
|
|
|
$
|
—
|
|
|
|
|
Fair Value Measurement at
October 31, 2013 Using
|
||||||||||||
|
October 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)
|
$
|
1,968
|
|
|
$
|
1,968
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivative instruments (foreign exchange contracts)
|
7
|
|
|
—
|
|
|
7
|
|
|
—
|
|
||||
Long-term
|
|
|
|
|
|
|
|
||||||||
Trading securities
|
51
|
|
|
51
|
|
|
—
|
|
|
—
|
|
||||
Available-for-sale investments
|
25
|
|
|
25
|
|
|
—
|
|
|
—
|
|
||||
Total assets measured at fair value
|
$
|
2,051
|
|
|
$
|
2,044
|
|
|
$
|
7
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Short-term
|
|
|
|
|
|
|
|
||||||||
Derivative instruments (foreign exchange contracts)
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
—
|
|
Long-term
|
|
|
|
|
|
|
|
||||||||
Deferred compensation liability
|
51
|
|
|
—
|
|
|
51
|
|
|
—
|
|
||||
Total liabilities measured at fair value
|
$
|
57
|
|
|
$
|
—
|
|
|
$
|
57
|
|
|
$
|
—
|
|
|
Years Ended
October 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in millions)
|
||||||||||
Long-lived assets held and used
|
$
|
23
|
|
|
$
|
2
|
|
|
$
|
1
|
|
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
|
|
$
|
(37
|
)
|
|
$
|
—
|
|
|
$
|
207
|
|
British Pound
|
|
(20
|
)
|
|
—
|
|
|
48
|
|
|||
Canadian Dollar
|
|
(34
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Australian Dollars
|
|
6
|
|
|
—
|
|
|
18
|
|
|||
Malaysian Ringgit
|
|
91
|
|
|
—
|
|
|
15
|
|
|||
Japanese Yen
|
|
(140
|
)
|
|
(50
|
)
|
|
(5
|
)
|
|||
Other
|
|
(27
|
)
|
|
—
|
|
|
45
|
|
|||
|
|
$
|
(161
|
)
|
|
$
|
(50
|
)
|
|
$
|
327
|
|
Fair Values of Derivative Instruments
|
||||||||||||||||||
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||
|
|
Fair Value
|
|
|
|
Fair Value
|
||||||||||||
Balance Sheet Location
|
|
October 31,
2014 |
|
October 31,
2013 |
|
Balance Sheet Location
|
|
October 31,
2014 |
|
October 31,
2013 |
||||||||
(in millions)
|
||||||||||||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash flow hedges
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other current assets
|
|
$
|
16
|
|
|
$
|
4
|
|
|
Other accrued liabilities
|
|
$
|
2
|
|
|
$
|
4
|
|
|
|
$
|
16
|
|
|
$
|
4
|
|
|
|
|
$
|
2
|
|
|
$
|
4
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other current assets
|
|
$
|
3
|
|
|
$
|
3
|
|
|
Other accrued liabilities
|
|
$
|
5
|
|
|
$
|
2
|
|
Total derivatives
|
|
$
|
19
|
|
|
$
|
7
|
|
|
|
|
$
|
7
|
|
|
$
|
6
|
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in millions)
|
||||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
||||||
Fair Value Hedges
|
|
|
|
|
|
||||||
Gain on interest rate swap contracts, including interest accrual, recognized in interest expense
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Gain (loss) on hedged item, recognized in interest expense
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3
|
|
Cash Flow Hedges
|
|
|
|
|
|
||||||
Gain recognized in accumulated other comprehensive income
|
$
|
13
|
|
|
$
|
10
|
|
|
$
|
7
|
|
Gain (loss) reclassified from accumulated other comprehensive income into cost of sales
|
$
|
(1
|
)
|
|
$
|
13
|
|
|
$
|
8
|
|
Treasury Lock Agreements
|
|
|
|
|
|
||||||
Gain recognized in accumulated other comprehensive income
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
||||||
Gain (loss) recognized in other income (expense), net
|
$
|
(19
|
)
|
|
$
|
7
|
|
|
$
|
(34
|
)
|
|
Workforce
Reduction
|
Impairments of Building and Other Assets
|
Special Charges Related to Inventory and Others
|
Total
|
||||||||
|
(in millions)
|
|||||||||||
Balance as of October 31, 2013
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
Income statement expense
|
16
|
|
19
|
|
33
|
|
68
|
|
||||
Asset impairments/inventory charges
|
—
|
|
(19
|
)
|
(30
|
)
|
(49
|
)
|
||||
Cash payments
|
(2
|
)
|
—
|
|
—
|
|
(2
|
)
|
||||
Balance as of October 31, 2014
|
$
|
14
|
|
$
|
—
|
|
$
|
3
|
|
$
|
17
|
|
|
Workforce
Reduction
|
|
||
|
(in millions)
|
|||
Balance as of October 31, 2012
|
$
|
—
|
|
|
Income statement expense
|
53
|
|
|
|
Cash payments
|
(29
|
)
|
|
|
Balance as of October 31, 2013
|
$
|
24
|
|
|
Income statement reversal
|
(4
|
)
|
|
|
Cash payments
|
(17
|
)
|
|
|
Balance as of October 31, 2014
|
$
|
3
|
|
|
|
Year Ended
|
|
Year Ended
|
||||
|
October 31,
|
|
October 31,
|
||||
|
2014
|
|
2013
|
||||
|
(in millions)
|
||||||
Cost of products and services
|
$
|
45
|
|
|
$
|
19
|
|
Research and development
|
4
|
|
|
9
|
|
||
Selling, general and administrative
|
15
|
|
|
25
|
|
||
Total restructuring, asset impairments and other special charges
|
$
|
64
|
|
|
$
|
53
|
|
|
Pensions
|
|
U.S. Post-Retirement Benefit Plans
|
||||||||||||||||||||||||||||||||
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
|||||||||||||||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||||||||||
Net periodic benefit cost (benefit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Service cost — benefits earned during the period
|
$
|
46
|
|
|
$
|
44
|
|
|
$
|
40
|
|
|
$
|
36
|
|
|
$
|
36
|
|
|
$
|
33
|
|
|
$
|
3
|
|
|
$
|
4
|
|
|
$
|
3
|
|
Interest cost on benefit obligation
|
34
|
|
|
24
|
|
|
27
|
|
|
74
|
|
|
68
|
|
|
74
|
|
|
12
|
|
|
12
|
|
|
15
|
|
|||||||||
Expected return on plan assets
|
(64
|
)
|
|
(51
|
)
|
|
(46
|
)
|
|
(118
|
)
|
|
(97
|
)
|
|
(92
|
)
|
|
(22
|
)
|
|
(20
|
)
|
|
(19
|
)
|
|||||||||
Amortization of net actuarial loss
|
1
|
|
|
13
|
|
|
7
|
|
|
48
|
|
|
55
|
|
|
42
|
|
|
14
|
|
|
18
|
|
|
16
|
|
|||||||||
Amortization of prior service benefit
|
(12
|
)
|
|
(12
|
)
|
|
(12
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|
(35
|
)
|
|
(35
|
)
|
|
(35
|
)
|
|||||||||
Total periodic benefit cost (benefit)
|
$
|
5
|
|
|
$
|
18
|
|
|
$
|
16
|
|
|
$
|
39
|
|
|
$
|
61
|
|
|
$
|
56
|
|
|
$
|
(28
|
)
|
|
$
|
(21
|
)
|
|
$
|
(20
|
)
|
Other changes in plan assets and benefit obligations recognized in other comprehensive (income) loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net actuarial (gain) loss
|
$
|
86
|
|
|
$
|
(122
|
)
|
|
$
|
69
|
|
|
$
|
173
|
|
|
$
|
(85
|
)
|
|
$
|
214
|
|
|
$
|
12
|
|
|
$
|
(57
|
)
|
|
$
|
22
|
|
Amortization of net actuarial loss
|
(1
|
)
|
|
(13
|
)
|
|
(7
|
)
|
|
(48
|
)
|
|
(55
|
)
|
|
(42
|
)
|
|
(14
|
)
|
|
(18
|
)
|
|
(16
|
)
|
|||||||||
Prior service cost (benefit)
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Amortization of prior service benefit
|
12
|
|
|
12
|
|
|
12
|
|
|
1
|
|
|
1
|
|
|
1
|
|
|
35
|
|
|
35
|
|
|
35
|
|
|||||||||
Foreign currency
|
—
|
|
|
—
|
|
|
—
|
|
|
(28
|
)
|
|
2
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Total recognized in other comprehensive (income) loss
|
$
|
97
|
|
|
$
|
(123
|
)
|
|
$
|
74
|
|
|
$
|
96
|
|
|
$
|
(137
|
)
|
|
$
|
168
|
|
|
$
|
33
|
|
|
$
|
(40
|
)
|
|
$
|
41
|
|
Total recognized in net periodic benefit cost (benefit) and other comprehensive (income) loss
|
$
|
102
|
|
|
$
|
(105
|
)
|
|
$
|
90
|
|
|
$
|
135
|
|
|
$
|
(76
|
)
|
|
$
|
224
|
|
|
$
|
5
|
|
|
$
|
(61
|
)
|
|
$
|
21
|
|
|
U.S. Defined
Benefit Plans
|
|
Non-U.S. Defined
Benefit Plans
|
|
U.S.
Post-Retirement
Benefit Plans
|
||||||||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Change in fair value of plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value — beginning of year
|
$
|
782
|
|
|
$
|
654
|
|
|
$
|
2,045
|
|
|
$
|
1,801
|
|
|
$
|
288
|
|
|
$
|
261
|
|
Actual return on plan assets
|
64
|
|
|
133
|
|
|
180
|
|
|
267
|
|
|
18
|
|
|
47
|
|
||||||
Employer contributions
|
30
|
|
|
30
|
|
|
72
|
|
|
89
|
|
|
1
|
|
|
1
|
|
||||||
Participants' contributions
|
—
|
|
|
—
|
|
|
3
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||||
Benefits paid
|
(39
|
)
|
|
(35
|
)
|
|
(62
|
)
|
|
(49
|
)
|
|
(23
|
)
|
|
(21
|
)
|
||||||
Currency impact
|
—
|
|
|
—
|
|
|
(130
|
)
|
|
(64
|
)
|
|
—
|
|
|
—
|
|
||||||
Fair value — end of year
|
$
|
837
|
|
|
$
|
782
|
|
|
$
|
2,108
|
|
|
$
|
2,045
|
|
|
$
|
284
|
|
|
$
|
288
|
|
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Benefit obligation — beginning of year
|
$
|
763
|
|
|
$
|
771
|
|
|
$
|
2,199
|
|
|
$
|
2,117
|
|
|
$
|
307
|
|
|
$
|
343
|
|
Service cost
|
46
|
|
|
44
|
|
|
36
|
|
|
36
|
|
|
3
|
|
|
4
|
|
||||||
Interest cost
|
34
|
|
|
24
|
|
|
74
|
|
|
68
|
|
|
12
|
|
|
12
|
|
||||||
Participants' contributions
|
—
|
|
|
—
|
|
|
3
|
|
|
1
|
|
|
—
|
|
|
—
|
|
||||||
Plan amendment
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Actuarial (gain) loss
|
85
|
|
|
(41
|
)
|
|
236
|
|
|
85
|
|
|
10
|
|
|
(31
|
)
|
||||||
Benefits paid
|
(39
|
)
|
|
(35
|
)
|
|
(62
|
)
|
|
(49
|
)
|
|
(23
|
)
|
|
(21
|
)
|
||||||
Currency impact
|
—
|
|
|
—
|
|
|
(140
|
)
|
|
(59
|
)
|
|
—
|
|
|
—
|
|
||||||
Benefit obligation — end of year
|
$
|
889
|
|
|
$
|
763
|
|
|
$
|
2,344
|
|
|
$
|
2,199
|
|
|
$
|
309
|
|
|
$
|
307
|
|
Overfunded (underfunded) status of PBO
|
$
|
(52
|
)
|
|
$
|
19
|
|
|
$
|
(236
|
)
|
|
$
|
(154
|
)
|
|
$
|
(25
|
)
|
|
$
|
(19
|
)
|
Amounts recognized in the consolidated balance sheet consist of:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other assets
|
$
|
—
|
|
|
$
|
34
|
|
|
$
|
70
|
|
|
$
|
60
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Employee compensation and benefits
|
(2
|
)
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Retirement and post-retirement benefits
|
(50
|
)
|
|
(13
|
)
|
|
(306
|
)
|
|
(214
|
)
|
|
(25
|
)
|
|
(19
|
)
|
||||||
Net asset (liability)
|
$
|
(52
|
)
|
|
$
|
19
|
|
|
$
|
(236
|
)
|
|
$
|
(154
|
)
|
|
$
|
(25
|
)
|
|
$
|
(19
|
)
|
Amounts Recognized in Accumulated Other Comprehensive Income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Actuarial (gains) losses
|
$
|
77
|
|
|
$
|
(8
|
)
|
|
$
|
621
|
|
|
$
|
525
|
|
|
$
|
118
|
|
|
$
|
119
|
|
Prior service costs (benefits)
|
(55
|
)
|
|
(67
|
)
|
|
(4
|
)
|
|
(4
|
)
|
|
(149
|
)
|
|
(183
|
)
|
||||||
Total
|
$
|
22
|
|
|
$
|
(75
|
)
|
|
$
|
617
|
|
|
$
|
521
|
|
|
$
|
(31
|
)
|
|
$
|
(64
|
)
|
|
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
|
|
|
U.S. Defined
Benefit Plans
|
|
Non-U.S. Defined
Benefit Plans
|
|
U.S. Post-Retirement
Benefit Plans
|
||||||
|
(in millions)
|
||||||||||
Amortization of net prior service cost (benefit)
|
$
|
(5
|
)
|
|
$
|
—
|
|
|
$
|
(12
|
)
|
Amortization of actuarial net loss (gain)
|
$
|
3
|
|
|
$
|
27
|
|
|
$
|
6
|
|
|
|
|
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)
|
||||||||||||||
Cash and Cash Equivalents
|
$
|
9
|
|
|
$
|
2
|
|
|
$
|
7
|
|
|
$
|
—
|
|
Equity
|
668
|
|
|
156
|
|
|
512
|
|
|
—
|
|
||||
Fixed Income
|
145
|
|
|
40
|
|
|
105
|
|
|
—
|
|
||||
Other Investments
|
15
|
|
|
1
|
|
|
—
|
|
|
14
|
|
||||
Total assets measured at fair value
|
$
|
837
|
|
|
$
|
199
|
|
|
$
|
624
|
|
|
$
|
14
|
|
|
|
|
Fair Value Measurement
at October 31, 2013 Using |
||||||||||||
|
October 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)
|
||||||||||||||
Cash and Cash Equivalents
|
$
|
8
|
|
|
$
|
1
|
|
|
$
|
7
|
|
|
$
|
—
|
|
Equity
|
616
|
|
|
191
|
|
|
425
|
|
|
—
|
|
||||
Fixed Income
|
139
|
|
|
17
|
|
|
122
|
|
|
—
|
|
||||
Other Investments
|
19
|
|
|
2
|
|
|
—
|
|
|
17
|
|
||||
Total assets measured at fair value
|
$
|
782
|
|
|
$
|
211
|
|
|
$
|
554
|
|
|
$
|
17
|
|
|
Years Ended
October 31.
|
||||||
|
2014
|
|
2013
|
||||
Balance, beginning of year
|
$
|
17
|
|
|
$
|
21
|
|
Realized gains/(losses)
|
(1
|
)
|
|
4
|
|
||
Unrealized gains/(losses)
|
2
|
|
|
(2
|
)
|
||
Purchases, sales, issuances, and settlements
|
(4
|
)
|
|
(6
|
)
|
||
Transfers in (out)
|
—
|
|
|
—
|
|
||
Balance, end of year
|
$
|
14
|
|
|
$
|
17
|
|
|
|
|
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)
|
||||||||||||||
Cash and Cash Equivalents
|
$
|
6
|
|
|
$
|
3
|
|
|
$
|
3
|
|
|
$
|
—
|
|
Equity
|
217
|
|
|
51
|
|
|
166
|
|
|
—
|
|
||||
Fixed Income
|
53
|
|
|
14
|
|
|
39
|
|
|
—
|
|
||||
Other Investments
|
8
|
|
|
—
|
|
|
—
|
|
|
8
|
|
||||
Total assets measured at fair value
|
$
|
284
|
|
|
$
|
68
|
|
|
$
|
208
|
|
|
$
|
8
|
|
|
|
|
Fair Value Measurement
at October 31, 2013 Using
|
||||||||||||
|
October 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)
|
||||||||||||||
Cash and Cash Equivalents
|
$
|
5
|
|
|
$
|
2
|
|
|
$
|
3
|
|
|
$
|
—
|
|
Equity
|
220
|
|
|
68
|
|
|
152
|
|
|
—
|
|
||||
Fixed Income
|
52
|
|
|
6
|
|
|
46
|
|
|
—
|
|
||||
Other Investments
|
11
|
|
|
1
|
|
|
—
|
|
|
10
|
|
||||
Total assets measured at fair value
|
$
|
288
|
|
|
$
|
77
|
|
|
$
|
201
|
|
|
$
|
10
|
|
|
Years Ended
October 31,
|
||||||
|
2014
|
|
2013
|
||||
Balance, beginning of year
|
$
|
10
|
|
|
$
|
12
|
|
Realized gains/(losses)
|
(1
|
)
|
|
2
|
|
||
Unrealized gains/(losses)
|
1
|
|
|
(1
|
)
|
||
Purchases, sales, issuances, and settlements
|
(2
|
)
|
|
(3
|
)
|
||
Transfers in (out)
|
—
|
|
|
—
|
|
||
Balance, end of year
|
$
|
8
|
|
|
$
|
10
|
|
|
|
|
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)
|
||||||||||||||
Cash and Cash Equivalents
|
$
|
10
|
|
|
$
|
3
|
|
|
$
|
7
|
|
|
$
|
—
|
|
Equity
|
1,078
|
|
|
335
|
|
|
743
|
|
|
—
|
|
||||
Fixed Income
|
974
|
|
|
37
|
|
|
937
|
|
|
—
|
|
||||
Other Investments
|
46
|
|
|
—
|
|
|
25
|
|
|
21
|
|
||||
Total assets measured at fair value
|
$
|
2,108
|
|
|
$
|
375
|
|
|
$
|
1,712
|
|
|
$
|
21
|
|
|
|
|
Fair Value Measurement
at October 31, 2013 Using |
||||||||||||
|
October 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)
|
||||||||||||||
Cash and Cash Equivalents
|
$
|
10
|
|
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equity
|
1,078
|
|
|
296
|
|
|
782
|
|
|
—
|
|
||||
Fixed Income
|
919
|
|
|
24
|
|
|
895
|
|
|
—
|
|
||||
Other Investments
|
38
|
|
|
—
|
|
|
38
|
|
|
—
|
|
||||
Total assets measured at fair value
|
$
|
2,045
|
|
|
$
|
330
|
|
|
$
|
1,715
|
|
|
$
|
—
|
|
|
Years Ended
October 31,
|
||||||
|
2014
|
|
2013
|
||||
Balance, beginning of year
|
$
|
—
|
|
|
$
|
—
|
|
Realized gains/(losses)
|
—
|
|
|
—
|
|
||
Unrealized gains/(losses)
|
1
|
|
|
—
|
|
||
Purchases, sales, issuances, and settlements
|
—
|
|
|
—
|
|
||
Transfers in (out)
|
20
|
|
|
—
|
|
||
Balance, end of year
|
$
|
21
|
|
|
$
|
—
|
|
|
2014
|
|
2013
|
||||||||||||
|
Benefit
Obligation
|
|
|
|
Benefit
Obligation
|
|
|
||||||||
|
Fair Value of
Plan Assets
|
|
Fair Value of
Plan Assets
|
||||||||||||
|
PBO
|
|
PBO
|
|
|||||||||||
|
(in millions)
|
||||||||||||||
U.S. defined benefit plans where PBO exceeds the fair value of plan assets
|
$
|
889
|
|
|
$
|
837
|
|
|
$
|
15
|
|
|
$
|
—
|
|
U.S. defined benefit plans where fair value of plan assets exceeds PBO
|
—
|
|
|
—
|
|
|
748
|
|
|
782
|
|
||||
Total
|
$
|
889
|
|
|
$
|
837
|
|
|
$
|
763
|
|
|
$
|
782
|
|
Non-U.S. defined benefit plans where PBO exceeds or is equal to the fair value of plan assets
|
$
|
1,865
|
|
|
$
|
1,559
|
|
|
$
|
1,697
|
|
|
$
|
1,482
|
|
Non-U.S. defined benefit plans where fair value of plan assets exceeds PBO
|
479
|
|
|
549
|
|
|
502
|
|
|
563
|
|
||||
Total
|
$
|
2,344
|
|
|
$
|
2,108
|
|
|
$
|
2,199
|
|
|
$
|
2,045
|
|
|
|
|
|
|
|
|
|
||||||||
|
ABO
|
|
|
|
ABO
|
|
|
||||||||
U.S. defined benefit plans where ABO exceeds the fair value of plan assets
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
14
|
|
|
$
|
—
|
|
U.S. defined benefit plans where the fair value of plan assets exceeds ABO
|
812
|
|
|
837
|
|
|
716
|
|
|
782
|
|
||||
Total
|
$
|
826
|
|
|
$
|
837
|
|
|
$
|
730
|
|
|
$
|
782
|
|
Non-U.S. defined benefit plans where ABO exceeds or is equal to the fair value of plan assets
|
$
|
1,795
|
|
|
$
|
1,559
|
|
|
$
|
1,533
|
|
|
$
|
1,380
|
|
Non-U.S. defined benefit plans where fair value of plan assets exceeds ABO
|
468
|
|
|
549
|
|
|
590
|
|
|
665
|
|
||||
Total
|
$
|
2,263
|
|
|
$
|
2,108
|
|
|
$
|
2,123
|
|
|
$
|
2,045
|
|
|
U.S. Defined
Benefit Plans
|
|
Non-U.S. Defined
Benefit Plans
|
|
U.S. Post-Retirement
Benefit Plans
|
||||||
|
(in millions)
|
||||||||||
2015
|
$
|
30
|
|
|
$
|
23
|
|
|
$
|
8
|
|
2016
|
$
|
23
|
|
|
$
|
24
|
|
|
$
|
8
|
|
2017
|
$
|
26
|
|
|
$
|
27
|
|
|
$
|
8
|
|
2018
|
$
|
28
|
|
|
$
|
28
|
|
|
$
|
8
|
|
2019
|
$
|
30
|
|
|
$
|
29
|
|
|
$
|
8
|
|
2020 - 2024
|
$
|
177
|
|
|
$
|
185
|
|
|
$
|
39
|
|
|
For years ended October 31,
|
||||
|
2014
|
|
2013
|
|
2012
|
U.S. defined benefit plans:
|
|
|
|
|
|
Discount rate
|
4.00-4.50%
|
|
3.25%
|
|
4.50%
|
Average increase in compensation levels
|
3.50%
|
|
3.50%
|
|
3.50%
|
Expected long-term return on assets
|
8.00%
|
|
8.00%
|
|
8.00%
|
Non-U.S. defined benefit plans:
|
|
|
|
|
|
Discount rate
|
1.50-4.00%
|
|
1.50-4.50%
|
|
2.00-5.50%
|
Average increase in compensation levels
|
2.50-3.25%
|
|
2.50-3.00%
|
|
2.50-3.25%
|
Expected long-term return on assets
|
4.00-6.50%
|
|
4.00-6.50%
|
|
4.00-6.50%
|
U.S. post-retirement benefits plans:
|
|
|
|
|
|
Discount rate
|
4.00-4.25%
|
|
3.50%
|
|
4.75%
|
Expected long-term return on assets
|
8.00%
|
|
8.00%
|
|
8.00%
|
Current medical cost trend rate
|
8.00-9.00%
|
|
9.00%
|
|
9.00%
|
Ultimate medical cost trend rate
|
3.50%
|
|
3.50%
|
|
4.50%
|
Medical cost trend rate decreases to ultimate rate in year
|
2028
|
|
2027
|
|
2026
|
|
As of the Years Ending October 31,
|
||
|
2014
|
|
2013
|
U.S. defined benefit plans:
|
|
|
|
Discount rate
|
4.00%
|
|
4.50%
|
Average increase in compensation levels
|
3.50%
|
|
3.50%
|
Non-U.S. defined benefit plans:
|
|
|
|
Discount rate
|
1.50-4.00%
|
|
1.75-4.25%
|
Average increase in compensation levels
|
2.50-3.25%
|
|
2.50-3.25%
|
U.S. post-retirement benefits plans:
|
|
|
|
Discount rate
|
3.75-4.00%
|
|
4.25%
|
Current medical cost trend rate
|
8.00%
|
|
9.00%
|
Ultimate medical cost trend rate
|
3.50%
|
|
3.50%
|
Medical cost trend rate decreases to ultimate rate in year
|
2028
|
|
2028
|
|
October 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(in millions)
|
||||||
Balance as of October 31, 2013 and 2012
|
$
|
69
|
|
|
$
|
60
|
|
Accruals for warranties including change in estimates
|
90
|
|
|
92
|
|
||
Settlements made during the period
|
(78
|
)
|
|
(83
|
)
|
||
Balance as of October 31, 2014 and 2013
|
$
|
81
|
|
|
$
|
69
|
|
Accruals for warranties due within one year
|
60
|
|
|
48
|
|
||
Accruals for warranties due after one year
|
21
|
|
|
21
|
|
||
Balance as of October 31, 2014 and 2013
|
$
|
81
|
|
|
$
|
69
|
|
|
October 31, 2014
|
|
October 31, 2013
|
||||||||||||||||||||
|
Amortized
Principal
|
|
Swap
|
|
Total
|
|
Amortized
Principal
|
|
Swap
|
|
Total
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
2015 Senior Notes
|
$
|
—
|
|
|
|
|
|
$
|
—
|
|
|
$
|
500
|
|
|
$
|
12
|
|
|
$
|
512
|
|
|
2017 Senior Notes
|
100
|
|
|
3
|
|
|
103
|
|
|
599
|
|
|
22
|
|
|
621
|
|
||||||
2019 Senior Notes
|
500
|
|
|
—
|
|
|
500
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
2020 Senior Notes
|
499
|
|
|
22
|
|
|
521
|
|
|
498
|
|
|
26
|
|
|
524
|
|
||||||
2022 Senior Notes
|
399
|
|
|
—
|
|
|
399
|
|
|
399
|
|
|
—
|
|
|
399
|
|
||||||
2023 Senior Notes
|
598
|
|
|
—
|
|
|
598
|
|
|
597
|
|
|
—
|
|
|
597
|
|
||||||
2024 Senior Notes
|
599
|
|
|
—
|
|
|
599
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
$
|
2,695
|
|
|
$
|
25
|
|
|
$
|
2,720
|
|
|
$
|
2,593
|
|
|
$
|
60
|
|
|
$
|
2,653
|
|
|
October 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(in millions)
|
||||||
Unrealized gain on equity securities, net of $(3) and $(2) of tax expense for 2014 and 2013, respectively
|
$
|
17
|
|
|
$
|
7
|
|
Foreign currency translation, net of $(86) and $(94) of tax expense for 2014 and 2013, respectively
|
156
|
|
|
425
|
|
||
Unrealized losses on defined benefit plans, net of tax benefit of $145 and $64 for 2014 and 2013, respectively
|
(516
|
)
|
|
(341
|
)
|
||
Unrealized gains (losses) on derivative instruments, net of tax expense of $(7) and $(2) for 2014 and 2013, respectively
|
9
|
|
|
—
|
|
||
Total accumulated other comprehensive income (loss)
|
$
|
(334
|
)
|
|
$
|
91
|
|
|
|
|
|
|
|
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, 2012
|
|
$
|
—
|
|
|
$
|
424
|
|
|
$
|
319
|
|
|
$
|
(856
|
)
|
|
$
|
2
|
|
|
$
|
(111
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss) before reclassifications
|
|
9
|
|
|
(7
|
)
|
|
—
|
|
|
256
|
|
|
10
|
|
|
268
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amounts reclassified out of accumulated other comprehensive income
|
|
—
|
|
|
—
|
|
|
(48
|
)
|
|
86
|
|
|
(13
|
)
|
|
25
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Tax (expense) benefit
|
|
(2
|
)
|
|
8
|
|
|
16
|
|
|
(114
|
)
|
|
1
|
|
|
(91
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss)
|
|
7
|
|
|
1
|
|
|
(32
|
)
|
|
228
|
|
|
(2
|
)
|
|
202
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
As of October 31, 2013
|
|
$
|
7
|
|
|
$
|
425
|
|
|
$
|
287
|
|
|
$
|
(628
|
)
|
|
$
|
—
|
|
|
$
|
91
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss) before reclassifications
|
|
12
|
|
|
(277
|
)
|
|
—
|
|
|
(273
|
)
|
|
13
|
|
|
(525
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amounts reclassified out of accumulated other comprehensive income
|
|
(1
|
)
|
|
—
|
|
|
(48
|
)
|
|
65
|
|
|
1
|
|
|
17
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Tax (expense) benefit
|
|
(1
|
)
|
|
8
|
|
|
16
|
|
|
65
|
|
|
(5
|
)
|
|
83
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income (loss)
|
|
10
|
|
|
(269
|
)
|
|
(32
|
)
|
|
(143
|
)
|
|
9
|
|
|
(425
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
As of October 31, 2014
|
|
$
|
17
|
|
|
$
|
156
|
|
|
$
|
255
|
|
|
$
|
(771
|
)
|
|
$
|
9
|
|
|
$
|
(334
|
)
|
Details about accumulated other
|
|
Amounts Reclassified
|
Affected line item in
|
|||||||
comprehensive income components
|
|
from other comprehensive income
|
statement of operations
|
|||||||
|
|
2014
|
|
2013
|
|
|
||||
|
|
|
|
|
|
|
||||
Unrealized gain on equity securities
|
|
$
|
1
|
|
|
$
|
—
|
|
|
Other income (expense), net
|
|
|
1
|
|
|
—
|
|
|
Total before income tax
|
||
|
|
—
|
|
|
—
|
|
|
Provision for income tax
|
||
|
|
1
|
|
|
—
|
|
|
Total net of income tax
|
||
|
|
|
|
|
|
|
||||
Unrealized gains and (losses) on derivatives
|
|
(1
|
)
|
|
13
|
|
|
Cost of products
|
||
|
|
(1
|
)
|
|
13
|
|
|
Total before income tax
|
||
|
|
—
|
|
|
(3
|
)
|
|
(Provision)/benefit for income tax
|
||
|
|
(1
|
)
|
|
10
|
|
|
Total net of income tax
|
||
Net defined benefit pension cost and post retirement plan costs:
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
||||
Actuarial net loss
|
|
(65
|
)
|
|
(86
|
)
|
|
|
||
Prior service benefit
|
|
48
|
|
|
48
|
|
|
|
||
|
|
(17
|
)
|
|
(38
|
)
|
|
Total before income tax
|
||
|
|
(2
|
)
|
|
7
|
|
|
(Provision)/benefit for income tax
|
||
|
|
(19
|
)
|
|
(31
|
)
|
|
Total net of income tax
|
||
|
|
|
|
|
|
|
||||
Total reclassifications for the period
|
|
$
|
(19
|
)
|
|
$
|
(21
|
)
|
|
|
|
Life Sciences and Diagnostics
|
|
Chemical
Analysis
|
|
Electronic
Measurement
|
|
Total
Segments
|
||||||||
|
(in millions)
|
||||||||||||||
Year ended October 31, 2014:
|
|
|
|
|
|
|
|
||||||||
Total net revenue
|
$
|
2,372
|
|
|
$
|
1,676
|
|
|
$
|
2,933
|
|
|
$
|
6,981
|
|
Income from operations
|
$
|
376
|
|
|
$
|
387
|
|
|
$
|
559
|
|
|
$
|
1,322
|
|
Depreciation expense
|
$
|
74
|
|
|
$
|
31
|
|
|
$
|
89
|
|
|
$
|
194
|
|
Share-based compensation expense
|
$
|
33
|
|
|
$
|
23
|
|
|
$
|
42
|
|
|
$
|
98
|
|
Year ended October 31, 2013:
|
|
|
|
|
|
|
|
||||||||
Total net revenue
|
$
|
2,300
|
|
|
$
|
1,594
|
|
|
$
|
2,888
|
|
|
$
|
6,782
|
|
Income from operations
|
$
|
377
|
|
|
$
|
355
|
|
|
$
|
544
|
|
|
$
|
1,276
|
|
Depreciation expense
|
$
|
71
|
|
|
$
|
27
|
|
|
$
|
83
|
|
|
$
|
181
|
|
Share-based compensation expense
|
$
|
26
|
|
|
$
|
21
|
|
|
$
|
38
|
|
|
$
|
85
|
|
Year ended October 31, 2012:
|
|
|
|
|
|
|
|
||||||||
Total net revenue
|
$
|
1,984
|
|
|
$
|
1,559
|
|
|
$
|
3,315
|
|
|
$
|
6,858
|
|
Income from operations
|
$
|
295
|
|
|
$
|
338
|
|
|
$
|
751
|
|
|
$
|
1,384
|
|
Depreciation expense
|
$
|
57
|
|
|
$
|
31
|
|
|
$
|
83
|
|
|
$
|
171
|
|
Share-based compensation expense
|
$
|
21
|
|
|
$
|
18
|
|
|
$
|
37
|
|
|
$
|
76
|
|
|
Years Ended October 31,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
(in millions)
|
||||||||||
Total reportable segments' income from operations
|
$
|
1,322
|
|
|
$
|
1,276
|
|
|
$
|
1,384
|
|
Restructuring and business exit related costs
|
(64
|
)
|
|
(53
|
)
|
|
—
|
|
|||
Acceleration of depreciation for held and used assets
|
—
|
|
|
—
|
|
|
(15
|
)
|
|||
Asset Impairments
|
(4
|
)
|
|
(3
|
)
|
|
(1
|
)
|
|||
Transformational programs
|
(29
|
)
|
|
(19
|
)
|
|
(25
|
)
|
|||
Amortization of intangibles
|
(197
|
)
|
|
(199
|
)
|
|
(136
|
)
|
|||
Acquisition and integration costs
|
(12
|
)
|
|
(29
|
)
|
|
(74
|
)
|
|||
Acceleration of share-based compensation expense related to workforce reduction
|
(1
|
)
|
|
(3
|
)
|
|
—
|
|
|||
One-time and pre-separation costs
|
(191
|
)
|
|
(5
|
)
|
|
—
|
|
|||
Other
|
7
|
|
|
(14
|
)
|
|
(14
|
)
|
|||
Interest Income
|
9
|
|
|
7
|
|
|
9
|
|
|||
Interest Expense
|
(113
|
)
|
|
(107
|
)
|
|
(101
|
)
|
|||
Other income (expense), net
|
(81
|
)
|
|
8
|
|
|
16
|
|
|||
Income before taxes, as reported
|
$
|
646
|
|
|
$
|
859
|
|
|
$
|
1,043
|
|
|
Life Sciences and Diagnostics
|
|
Chemical
Analysis
|
|
Electronic
Measurement
|
|
Total
Segments
|
||||||||
|
(in millions)
|
||||||||||||||
As of October 31, 2014:
|
|
|
|
|
|
|
|
||||||||
Assets
|
$
|
4,312
|
|
|
$
|
1,815
|
|
|
$
|
1,976
|
|
|
$
|
8,103
|
|
Capital expenditures
|
$
|
77
|
|
|
$
|
33
|
|
|
$
|
95
|
|
|
$
|
205
|
|
As of October 31, 2013:
|
|
|
|
|
|
|
|
||||||||
Assets
|
$
|
4,291
|
|
|
$
|
1,756
|
|
|
$
|
1,997
|
|
|
$
|
8,044
|
|
Capital expenditures
|
$
|
77
|
|
|
$
|
30
|
|
|
$
|
88
|
|
|
$
|
195
|
|
|
October 31,
|
||||||
|
2014
|
|
2013
|
||||
|
(in millions)
|
||||||
Total reportable segments' assets
|
$
|
8,103
|
|
|
$
|
8,044
|
|
Cash, cash equivalents and short-term investments
|
3,028
|
|
|
2,675
|
|
||
Prepaid expenses
|
241
|
|
|
198
|
|
||
Investments
|
159
|
|
|
139
|
|
||
Long-term and other receivables
|
124
|
|
|
162
|
|
||
Other
|
(824
|
)
|
|
(532
|
)
|
||
Total assets
|
$
|
10,831
|
|
|
$
|
10,686
|
|
|
United
States
|
|
China
|
|
Japan
|
|
Rest of the
World
|
|
Total
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Net revenue:
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended October 31, 2014
|
$
|
2,070
|
|
|
$
|
1,133
|
|
|
$
|
595
|
|
|
$
|
3,183
|
|
|
$
|
6,981
|
|
Year ended October 31, 2013
|
$
|
2,043
|
|
|
$
|
1,131
|
|
|
$
|
628
|
|
|
$
|
2,980
|
|
|
$
|
6,782
|
|
Year ended October 31, 2012
|
$
|
2,218
|
|
|
$
|
1,078
|
|
|
$
|
716
|
|
|
$
|
2,846
|
|
|
$
|
6,858
|
|
|
United
States
|
|
Japan
|
|
Rest of the
World
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Long-lived assets:
|
|
|
|
|
|
|
|
||||||||
October 31, 2014
|
$
|
597
|
|
|
$
|
180
|
|
|
$
|
656
|
|
|
$
|
1,433
|
|
October 31, 2013
|
$
|
601
|
|
|
$
|
187
|
|
|
$
|
658
|
|
|
$
|
1,446
|
|
|
Three Months Ended
|
||||||||||||||
|
January 31,
|
|
April 30,
|
|
July 31,
|
|
October 31,
|
||||||||
|
(in millions, except per share data)
|
||||||||||||||
2014
|
|
|
|
|
|
|
|
||||||||
Net revenue
|
$
|
1,679
|
|
|
$
|
1,731
|
|
|
$
|
1,766
|
|
|
$
|
1,805
|
|
Gross profit
|
883
|
|
|
899
|
|
|
914
|
|
|
897
|
|
||||
Income from operations
|
218
|
|
|
210
|
|
|
229
|
|
|
174
|
|
||||
Net income
|
$
|
195
|
|
|
$
|
139
|
|
|
$
|
147
|
|
|
$
|
23
|
|
Net income per share — Basic:
|
$
|
0.59
|
|
|
$
|
0.42
|
|
|
$
|
0.44
|
|
|
$
|
0.07
|
|
Net income per share — Diluted:
|
$
|
0.58
|
|
|
$
|
0.41
|
|
|
$
|
0.43
|
|
|
$
|
0.07
|
|
Weighted average shares used in computing net income per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
333
|
|
|
333
|
|
|
334
|
|
|
334
|
|
||||
Diluted
|
338
|
|
|
337
|
|
|
338
|
|
|
338
|
|
||||
Cash dividends per common share
|
$
|
0.132
|
|
|
$
|
0.132
|
|
|
$
|
0.132
|
|
|
$
|
0.132
|
|
Range of stock prices on NYSE
|
$ 49.84-61.22
|
|
|
$ 51.96-60.46
|
|
|
$ 53.66-59.58
|
|
|
$ 49.80-59.40
|
|
||||
2013
|
|
|
|
|
|
|
|
||||||||
Net revenue
|
$
|
1,680
|
|
|
$
|
1,732
|
|
|
$
|
1,652
|
|
|
$
|
1,718
|
|
Gross profit
|
880
|
|
|
891
|
|
|
856
|
|
|
908
|
|
||||
Income from operations
|
217
|
|
|
213
|
|
|
236
|
|
|
285
|
|
||||
Net income
|
$
|
179
|
|
|
$
|
166
|
|
|
$
|
168
|
|
|
$
|
211
|
|
Net income per share — Basic:
|
$
|
0.52
|
|
|
$
|
0.48
|
|
|
$
|
0.50
|
|
|
$
|
0.64
|
|
Net income per share — Diluted:
|
$
|
0.51
|
|
|
$
|
0.48
|
|
|
$
|
0.49
|
|
|
$
|
0.63
|
|
Weighted average shares used in computing net income per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
347
|
|
|
345
|
|
|
339
|
|
|
331
|
|
||||
Diluted
|
352
|
|
|
349
|
|
|
343
|
|
|
336
|
|
||||
Cash dividends per common share
|
$
|
0.22
|
|
|
$
|
—
|
|
|
$
|
0.12
|
|
|
$
|
0.12
|
|
Range of stock prices on NYSE
|
$ 35.45-45.55
|
|
|
$ 40.19-45.66
|
|
|
$ 41.24-47.47
|
|
|
$ 45.32-53.47
|
|
Plan Category
|
Number of Securities
to be Issued upon
Exercise of
Outstanding Options,
Warrants and Rights
|
|
Weighted-average
Exercise Price of
Outstanding
Options,
Warrants and
Rights
|
|
Number of Securities
Remaining Available for
Future Issuance under
Equity Compensation Plans
(Excluding Securities
Reflected in Column
(a))
|
||||
|
(a)
|
|
(b)
|
|
(c)
|
||||
Equity compensation plans approved by security holders (1)(2)(3)
|
10,443,379
|
|
|
$
|
36
|
|
|
49,009,980
|
|
Equity compensation plans not approved by security holders
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
10,443,379
|
|
|
$
|
36
|
|
|
49,009,980
|
|
(1)
|
The number of securities remaining available for future issuance in column (c) includes
39,990,573
shares of common stock authorized and available for issuance under the Agilent Technologies, Inc. Employee Stock Purchase Plan ("423(b) Plan"). The number of shares authorized for issuance under the 423(b) Plan is subject to an automatic annual increase of the lesser of one percent of the outstanding common stock of Agilent or an amount determined by the Compensation Committee of our Board of Directors. Under the terms of the 423(b) Plan, in no event shall the aggregate number of shares issued under the Plan exceed
75 million
shares.
|
(2)
|
We issue securities under our equity compensation plans in forms other than options, warrants or rights. On November 19, 2008 and March 11, 2009, the Board and the stockholders, respectively, approved the Agilent Technologies, Inc. 2009 Stock Plan ("2009 Plan") to replace the company's 1999 Plan and 1999 Non-Employee Director Stock Plan for awards of stock-based incentive compensation to our employees (including officers), directors and consultants. The 2009 Plan provides for the grant of awards in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and performance units with performance-based conditions to vesting or exercisability, and cash awards. The 2009 Plan has a term of ten years.
|
(3)
|
We issue securities under our equity compensation plans in forms which do not require a payment by the recipient to us at the time of exercise or vesting, including restricted stock, restricted stock units and performance units. Accordingly, the weighted-average exercise price in column (b) does not take these awards into account.
|
(a)
|
The following documents are filed as part of this report:
|
1.
|
Financial Statements.
|
2.
|
Financial Statement Schedule.
|
Column A
|
|
Column B
|
|
Column C
|
|
Column D
|
|
Column E
|
||||||||
Description
|
|
Balance at
Beginning of Period |
|
Additions Charged to
Expenses or Other Accounts* |
|
Deductions Credited to Expenses or Other Accounts**
|
|
Balance at
End of Period |
||||||||
|
|
(in millions)
|
||||||||||||||
2014
|
|
|
|
|
|
|
|
|
||||||||
Tax valuation allowance
|
|
$
|
85
|
|
|
$
|
49
|
|
|
$
|
—
|
|
|
$
|
134
|
|
2013
|
|
|
|
|
|
|
|
|
||||||||
Tax valuation allowance
|
|
$
|
93
|
|
|
$
|
—
|
|
|
$
|
(8
|
)
|
|
$
|
85
|
|
2012
|
|
|
|
|
|
|
|
|
||||||||
Tax valuation allowance
|
|
$
|
369
|
|
|
$
|
4
|
|
|
$
|
(280
|
)
|
|
$
|
93
|
|
3.
|
Exhibits.
|
|
|
|
|
Incorporation by Reference
|
|||||||
Exhibit
Number
|
|
Description
|
|
Form
|
|
Date
|
|
Exhibit
Number
|
|
Filed
Herewith
|
|
2.1
|
|
|
Master Separation and Distribution Agreement between Hewlett‑Packard and Agilent Technologies, Inc., effective as of August 12, 1999.
|
|
S-1/A
|
|
11/10/1999
|
|
2.1
|
|
|
2.2
|
|
|
General Assignment and Assumption Agreement between Hewlett‑Packard and Agilent Technologies, Inc.
|
|
S-1/A
|
|
11/10/1999
|
|
2.2
|
|
|
2.3
|
|
|
Master Technology Ownership and License Agreement between Hewlett‑Packard and Agilent Technologies, Inc.
|
|
S-1/A
|
|
11/10/1999
|
|
2.3
|
|
|
2.4
|
|
|
Master Patent Ownership and License Agreement between Hewlett‑Packard and Agilent Technologies, Inc.
|
|
S-1/A
|
|
11/10/1999
|
|
2.4
|
|
|
2.5
|
|
|
Master Trademark Ownership and License Agreement between Hewlett‑Packard and Agilent Technologies, Inc.
|
|
S-1/A
|
|
11/10/1999
|
|
2.5
|
|
|
2.6
|
|
|
ICBD Technology Ownership and License Agreement between Hewlett‑Packard and Agilent Technologies, Inc.
|
|
S-1/A
|
|
11/10/1999
|
|
2.6
|
|
|
2.7
|
|
|
Employee Matters Agreement between Hewlett‑Packard and Agilent Technologies, Inc.
|
|
S-1/A
|
|
11/10/1999
|
|
2.7
|
|
|
2.8
|
|
|
Tax Sharing Agreement between Hewlett‑Packard and Agilent Technologies, Inc.
|
|
S-1/A
|
|
11/10/1999
|
|
2.8
|
|
|
2.9
|
|
|
Master IT Service Level Agreement between Hewlett‑Packard and Agilent Technologies, Inc.
|
|
S-1/A
|
|
11/10/1999
|
|
2.9
|
|
|
2.10
|
|
|
Real Estate Matters Agreement between Hewlett‑Packard and Agilent Technologies, Inc.
|
|
S-1/A
|
|
11/10/1999
|
|
2.10
|
|
|
2.11
|
|
|
Environmental Matters Agreement between Hewlett‑Packard and Agilent Technologies, Inc.
|
|
S-1/A
|
|
11/10/1999
|
|
2.11
|
|
|
2.12
|
|
|
Master Confidential Disclosure Agreement between Hewlett‑Packard and Agilent Technologies, Inc.
|
|
S-1/A
|
|
11/10/1999
|
|
2.12
|
|
|
2.13
|
|
|
Indemnification and Insurance Matters Agreement between Hewlett‑Packard and Agilent Technologies, Inc.
|
|
S-1/A
|
|
11/10/1999
|
|
2.13
|
|
|
2.14
|
|
|
Non U.S. Plan.
|
|
S-1/A
|
|
11/10/1999
|
|
2.14
|
|
|
2.15
|
|
|
Share Purchase Agreement, dated as of August 12, 2005, by and among Agilent Technologies, Inc. and Agilent LED International, Philips Lumileds Holding B.V. and Koninklijke Philips Electronics N.V.
|
|
8-K
|
|
8/15/2005
|
|
2.2
|
|
|
2.16
|
|
|
Agreement and Plan of Merger dated as of July 26, 2009, by and among Agilent Technologies, Inc., Cobalt Acquisition Corp. and Varian, Inc.
|
|
10-Q
|
|
9/4/2009
|
|
2.1
|
|
|
2.17
|
|
|
Asset Purchase Agreement, dated February 10, 2010, by and between Agilent Technologies, Inc. and JDS Uniphase Corporation (pursuant to Item 601(b)(2) of Regulation S-K, schedules to the Asset Purchase Agreement have been omitted; they will be supplementally provided to the SEC upon request)
|
|
10-Q
|
|
3/10/2010
|
|
2.1
|
|
|
2.18
|
|
|
Separation and Distribution Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc. (pursuant to Item 601(b)(2) of Regulation S-K, schedules to the Separation and Distribution Agreement have been omitted; they will be supplementally provided to the SEC upon request)
|
|
8-K
|
|
8/1/2014
|
|
2.1
|
|
|
3.1
|
|
|
Amended and Restated Certificate of Incorporation.
|
|
S-1
|
|
8/16/1999
|
|
3.1
|
|
|
3.2
|
|
|
Amended and Restated Bylaws.
|
|
8-K
|
|
11/20/2012
|
|
3.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporation by Reference
|
|||||||
Exhibit
Number
|
|
Description
|
|
Form
|
|
Date
|
|
Exhibit
Number
|
|
Filed
Herewith
|
|
4.1
|
|
|
Preferred Stock Rights Agreement between Agilent Technologies, Inc. and Harris Trust and Savings Bank dated as of May 12, 2000.
|
|
8-A12B/A
|
|
5/24/2000
|
|
1
|
|
|
4.2
|
|
|
Registration Rights Agreement between Agilent Technologies, Inc. and Credit Suisse First Boston Corporation, J.P. Morgan Securities, Inc. and Salomon Smith Barney, Inc. dated November 27, 2001.
|
|
8-K
|
|
11/27/2001
|
|
99.3
|
|
|
4.3
|
|
|
Indenture, dated October 24, 2007, between Agilent Technologies, Inc. and the trustee for the debt securities.
|
|
S-3ASR
|
|
10/24/2007
|
|
4.01
|
|
|
4.4
|
|
|
Form of First Supplemental Indenture, dated as of October 29, 2007, between Agilent Technologies, Inc. and U.S. Bank National Association and Form of Global Note for Agilent Technologies, Inc. 6.50% Senior Notes due 2017.
|
|
8-K
|
|
10/26/2007
|
|
4.01
|
|
|
4.5
|
|
|
Fifth Supplemental Indenture, dated as of July 20, 2010, between the Company and U.S. Bank National Association and Form of Global Note for the Company's 5.00% Senior Notes due 2020.
|
|
8-K
|
|
7/20/2010
|
|
4.02
|
|
|
4.6
|
|
|
Sixth Supplemental Indenture, dated as of September 13, 2012, between the Company and U.S. Bank National Association
|
|
8-K
|
|
9/13/2012
|
|
4.01
|
|
|
4.7
|
|
|
Form of Global Note for the Company's 3.20% Senior Notes due 2022 (contained in Exhibit 4.01)
|
|
8-K
|
|
9/13/2012
|
|
4.02
|
|
|
4.8
|
|
|
Seventh Supplemental Indenture, dated as of June 21, 2013, between the Company and U.S. Bank National Association and Form of Global Note for the Company’s 3.875% Senior Notes due 2023.
|
|
8-K
|
|
6/21/2013
|
|
4.01
|
|
|
4.9
|
|
|
Indenture, dated as of October 15, 2014, between Keysight Technologies, Inc. and U.S. Bank National Association, as Trustee.
|
|
8-K
|
|
10/15/2014
|
|
4.1
|
|
|
4.10
|
|
|
First Supplemental Indenture, dated as of October 15, 2014, to the Indenture dated as of October 15, 2014, between Keysight Technologies, Inc. and U.S. Bank National Association, as Trustee.
|
|
8-K
|
|
10/15/2014
|
|
4.2
|
|
|
4.11
|
|
|
Guarantee, dated as of October 15, 2014, by Agilent Technologies, Inc. in favor of U.S. Bank National Association as Trustee for the Holders of Notes specified therein of Keysight Technologies, Inc.
|
|
8-K
|
|
10/15/2014
|
|
4.3
|
|
|
4.12
|
|
|
Registration Rights Agreement, dated as of October 15, 2014, by and among Keysight Technologies, Inc., Agilent Technologies, Inc., and Citigroup Global Markets Inc., Goldman, Sachs & Co., and Merrill Lynch, Pierce, Fenner & Smith Incorporated as representatives of the Initial Purchasers.
|
|
8-K
|
|
10/15/2014
|
|
4.4
|
|
|
10.1
|
|
|
Agilent Technologies, Inc. 1999 Stock Plan (Amendment and Restatement Effective November 14, 2006).*
|
|
10-K
|
|
12/22/2006
|
|
10.8
|
|
|
10.2
|
|
|
Form of Award Agreement (U.S.) for grants under the Agilent Technologies, Inc. 1999 Stock Plan.*
|
|
8-K
|
|
11/12/2004
|
|
10.1
|
|
|
10.3
|
|
|
Form of Award Agreement (Non-U.S.) for grants under the Agilent Technologies, Inc. 1999 Stock Plan.*
|
|
8-K
|
|
11/12/2004
|
|
10.2
|
|
|
10.4
|
|
|
Form of Award Agreement (SAR) for grants under the Agilent Technologies, Inc. 1999 Stock Plan.*
|
|
10-K
|
|
12/21/2004
|
|
10.37
|
|
|
10.5
|
|
|
Form of Award Agreement (restricted stock) for grants under the Agilent Technologies, Inc. 1999 Stock Plan.*
|
|
10-K
|
|
12/21/2004
|
|
10.39
|
|
|
10.6
|
|
|
Agilent Technologies, Inc. 1999 Stock Plan Stock Award Agreement For Standard Awards Granted to Employees.*
|
|
10-Q
|
|
6/5/2007
|
|
10.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporation by Reference
|
|||||||
Exhibit
Number
|
|
Description
|
|
Form
|
|
Date
|
|
Exhibit
Number
|
|
Filed
Herewith
|
|
10.7
|
|
|
Agilent Technologies, Inc. 1999 Stock Plan Stock Award Agreement Under The Long-Term Performance Program.*
|
|
10-Q
|
|
6/5/2007
|
|
10.7
|
|
|
10.8
|
|
|
Form of Amendment to the Form of Standard Long-Term Performance Program Award Agreement for awards granted under the Agilent Technologies, Inc. Stock Plan during FY07-09 and FY 08-10.*
|
|
10-K
|
|
12/19/2008
|
|
10.22
|
|
|
10.9
|
|
|
Form of Standard Long-Term Performance Program Award Agreement for awards granted under the Agilent Technologies, Inc. 1999 Stock Plan.*
|
|
10-K
|
|
12/19/2008
|
|
10.23
|
|
|
10.10
|
|
|
Form of Standard Stock Award Agreement for Restricted Stock Units granted under the Agilent Technologies, Inc. 1999 Stock Plan.*
|
|
10-K
|
|
12/19/2008
|
|
10.24
|
|
|
10.11
|
|
|
Form of Stock Award Agreement for awards granted to New Executives under the Agilent Technologies, Inc. 1999 Stock Plan.*
|
|
10-K
|
|
12/19/2008
|
|
10.25
|
|
|
10.12
|
|
|
Agilent Technologies, Inc. Employee Stock Purchase Plan (Amended and Restated, effective November 1, 2008).*
|
|
10-Q
|
|
9/5/2008
|
|
10.1
|
|
|
10.13
|
|
|
Agilent Technologies, Inc. 1999 Non-Employee Director Stock Plan (Amended and Restated Effective November 14, 2007).*
|
|
10-K
|
|
12/21/2007
|
|
10.23
|
|
|
10.14
|
|
|
Form of Stock Option Agreement for grants under the Agilent Technologies, Inc. 1999 Non-Employee Director Stock Plan.*
|
|
8-K
|
|
11/12/2004
|
|
10.3
|
|
|
10.15
|
|
|
Form of Stock Option Award Agreement for grants under the Agilent Technologies, Inc. 1999 Non-Employee Director Stock Plan.*
|
|
10-Q
|
|
9/5/2008
|
|
10.2
|
|
|
10.16
|
|
|
Agilent Technologies, Inc. 2009 Stock Plan.*
|
|
DEF14A
|
|
1/27/2009
|
|
Appendix A
|
|
|
10.17
|
|
|
Form of Stock Option Award Agreement under the 2009 Stock Plan for U.S. Employees (for awards made after October 31, 2010).*
|
|
10‑K
|
|
12/20/2010
|
|
10.17
|
|
|
10.18
|
|
|
Form of Stock Option Award Agreement under the 2009 Stock Plan for U.S. Employees.*
|
|
10-K
|
|
12/21/2009
|
|
10.31
|
|
|
10.19
|
|
|
Form of Stock Option Award Agreement under the 2009 Stock Plan for non-U.S. Employees (for awards made after October 31, 2010).*
|
|
10‑K
|
|
12/20/2010
|
|
10.19
|
|
|
10.20
|
|
|
Form of Stock Option Award Agreement under the 2009 Stock Plan for non-U.S. Employees.*
|
|
10-K
|
|
12/21/2009
|
|
10.32
|
|
|
10.21
|
|
|
Form of Stock Award Agreement for Standard Awards granted to Employees (for awards made after October 31, 2010).*
|
|
10‑K
|
|
12/20/2010
|
|
10.21
|
|
|
10.22
|
|
|
Form of Stock Award Agreement for Standard Awards granted to Employees.*
|
|
10-K
|
|
12/21/2009
|
|
10.33
|
|
|
10.23
|
|
|
Form of New Executive Stock Award Agreement under the 2009 Stock Plan.*
|
|
8-K
|
|
3/25/2009
|
|
10.4
|
|
|
10.24
|
|
|
Form of Non-Employee Director Stock Option Award Agreement under the 2009 Stock Plan.*
|
|
8-K
|
|
3/25/2009
|
|
10.5
|
|
|
10.25
|
|
|
Form of Long-Term Performance Program Stock Award Agreement under the 2009 Stock Plan.*
|
|
10-K
|
|
12/21/2009
|
|
10.36
|
|
|
10.26
|
|
|
Agilent Technologies, Inc. Supplemental Benefit Retirement Plan (Amended and Restated Effective January 1, 2005).*
|
|
10-K
|
|
12/21/2007
|
|
10.25
|
|
|
10.27
|
|
|
Agilent Technologies, Inc. Long-Term Performance Program (Amended and Restated through November 1, 2005).*
|
|
10-Q
|
|
3/9/2006
|
|
10.63
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporation by Reference
|
|||||||
Exhibit
Number
|
|
Description
|
|
Form
|
|
Date
|
|
Exhibit
Number
|
|
Filed
Herewith
|
|
10.28
|
|
|
Agilent Technologies, Inc. 2005 Deferred Compensation Plan for Non-Employee Directors (Amended and Restated Effective November 18, 2009).*
|
|
10-K
|
|
12/21/2009
|
|
10.39
|
|
|
10.29
|
|
|
Agilent Technologies, Inc. 2005 Deferred Compensation Plan (Amended and Restated Effective January 1, 2011).*
|
|
10‑K
|
|
12/20/2010
|
|
10.29
|
|
|
10.30
|
|
|
Agilent Technologies, Inc. 2005 Deferred Compensation Plan (Amended and Restated Effective October 28, 2009).*
|
|
10-K
|
|
12/21/2009
|
|
10.40
|
|
|
10.31
|
|
|
Agilent Technologies, Inc. 2010 Performance‑Based Compensation Plan for Covered Employees.
|
|
10‑K
|
|
12/20/2010
|
|
10.31
|
|
|
10.32
|
|
|
Agilent Technologies, Inc. Performance‑Based Compensation Plan for Covered Employees (Amended and Restated December 18, 2008).*
|
|
10-K
|
|
12/19/2008
|
|
10.34
|
|
|
10.33
|
|
|
Form of Indemnification Agreement entered into by Agilent Technologies, Inc. with each of its directors and board‑appointed officers.*
|
|
S-1
|
|
8/16/1999
|
|
10.9
|
|
|
10.34
|
|
|
Form of Amended and Restated Indemnification Agreement between Agilent Technologies, Inc. and Directors of the Company, Section 16 Officers and Board‑elected Officers of the Company.*
|
|
8-K
|
|
4/10/2008
|
|
10.1
|
|
|
10.35
|
|
|
Form of Tier I Change of Control Severance Agreement between Agilent Technologies, Inc. and the Chief Executive Officer*
|
|
|
|
|
|
|
|
X
|
10.36
|
|
|
Form of Amended and Restated Change of Control Severance Agreement between Agilent Technologies, Inc. and Section 16 Officers (other than the Company's Chief Executive Officer).*
|
|
8-K
|
|
4/10/2008
|
|
10.3
|
|
|
10.37
|
|
|
Form of Tier II Change of Control Severance Agreement between Agilent Technologies, Inc. and Section 16 Officers (other than the Company’s Chief Executive Offier)*
|
|
|
|
|
|
|
|
X
|
10.38
|
|
|
Form of New Executive Officer Change of Control Severance Agreement between Agilent Technologies, Inc. and specified executives of the Company (for executives hired, elected or promoted after July 14, 2009).*
|
|
10-K
|
|
12/21/2009
|
|
10.50
|
|
|
10.39
|
|
|
Form of Tier III Change of Control Severance Agreement between Agilent Technologies, Inc. and specified executives of the Company*
|
|
|
|
|
|
|
|
X
|
10.40
|
|
|
Master Separation and Distribution Agreement between Agilent Technologies, Inc. and Verigy Ltd., dated as of May 31, 2006.
|
|
10-Q
|
|
6/6/2006
|
|
10.66
|
|
|
10.41
|
|
|
General Assignment and Assumption Agreement between Agilent Technologies, Inc. and Verigy Ltd., dated as of June 1, 2006.
|
|
10-Q
|
|
6/6/2006
|
|
10.67
|
|
|
10.42
|
|
|
Intellectual Property Matters Agreement between Agilent Technologies, Inc., Verigy Ltd., and Verigy (Singapore) Pte. Ltd., dated as of June 1, 2006.
|
|
10-Q
|
|
6/6/2006
|
|
10.68
|
|
|
10.43
|
|
|
Tax Sharing Agreement by and between Agilent Technologies, Inc. and Verigy Ltd., dated as of June 1, 2006.
|
|
10-Q
|
|
6/6/2006
|
|
10.70
|
|
|
10.44
|
|
|
Tax Matters Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc.
|
|
8-K
|
|
8/1/2014
|
|
10.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporation by Reference
|
|||||||
Exhibit
Number
|
|
Description
|
|
Form
|
|
Date
|
|
Exhibit
Number
|
|
Filed
Herewith
|
|
10.45
|
|
|
Employee Matters Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc.
|
|
8-K
|
|
8/1/2014
|
|
10.2
|
|
|
10.46
|
|
|
Intellectual Property Matters Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc.
|
|
8-K
|
|
8/1/2014
|
|
10.3
|
|
|
10.47
|
|
|
Trademark License Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc.
|
|
8-K
|
|
8/1/2014
|
|
10.4
|
|
|
10.48
|
|
|
Real Estate Matters Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc.
|
|
8-K
|
|
8/1/2014
|
|
10.5
|
|
|
10.49
|
|
|
Underwriting Agreement, dated October 24, 2007, by and among Agilent Technologies, Inc., Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., on behalf of the several underwriters named therein.
|
|
8-K
|
|
10/26/2007
|
|
1.01
|
|
|
10.50
|
|
|
Underwriting Agreement, dated September 9, 2009, by and among the Company, Barclays Capital Inc., Citigroup Global Markets Inc. and Credit Suisse Securities (USA) LLC, on behalf of the several underwriters named therein.
|
|
8-K
|
|
9/14/2009
|
|
1.01
|
|
|
10.51
|
|
|
Underwriting Agreement, dated July 13, 2010, by and among the Company, Banc of America Securities LLC, Barclays Capital Inc. and Credit Suisse Securities (USA) LLC, on behalf of the several underwriters named therein.
|
|
8-K
|
|
7/19/2010
|
|
1.01
|
|
|
10.52
|
|
|
Underwriting Agreement, dated September 10, 2012, by and among the Company, Barclays Capital Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, on behalf of the several underwriters named therein
|
|
8-K
|
|
9/13/2012
|
|
1.01
|
|
|
10.53
|
|
|
Underwriting Agreement, dated June 21, 2013, by and among the Company, BNP Paribas Securities Corp., Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated, on behalf of the several underwriters named therein.
|
|
8-K
|
|
6/21/2013
|
|
1.01
|
|
|
10.54
|
|
|
Credit Agreement, dated September 15, 2014, by and among the Company, the Lenders party thereto and BNP Paribas, as Administrative Agent.
|
|
8-K
|
|
9/15/2014
|
|
10.2
|
|
|
10.55
|
|
|
Credit Agreement, dated September 15, 2014, by and among the Company, Keysight Technologies, Inc., as Borrower, the Lenders party thereto, Citibank, N.A., as Administrative Agent.
|
|
8-K
|
|
9/15/2014
|
|
10.1
|
|
|
10.56
|
|
|
Share Purchase Agreement by and among Delphi S.a.r.l., Agilent Technologies Europe B.V. and Agilent Technologies, Inc., dated May 16, 2012.
|
|
8-K
|
|
5/22/2012
|
|
10.1
|
|
|
10.57
|
|
|
Separation Agreement and General Release, effective as of November 7, 2013 by and between Nicolas Roelofs and the Company.
|
|
8-K
|
|
11/13/2013
|
|
10.1
|
|
|
10.58
|
|
|
Executive Service Contract - Chief Executive Officer, by and among Dako Denmark A/S, Dako A/S and Lars Holmkvist*
+
|
|
10-K
|
|
12/19/2013
|
|
10.53
|
|
|
10.59
|
|
|
Bonus Retention Agreement by and between the Company and Lars Holmkvist*
|
|
10-K
|
|
12/19/2013
|
|
10.54
|
|
|
10.60
|
|
|
Settlement Agreement by and between the Company and Lars Holmkvist*
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporation by Reference
|
|||||||
Exhibit
Number |
|
|
Description
|
|
Form
|
|
Date
|
|
Exhibit
Number |
|
Filed
Herewith |
10.61
|
|
|
Contract of Employment - Corporate Vice President, by and among Dako Denmark A/S and Jacob Thaysen*
|
|
|
|
|
|
|
|
X
|
10.62
|
|
|
Letter of Terms and Conditions International Long Term Assignment, by and among Jacob Thaysen and the Company*
|
|
|
|
|
|
|
|
X
|
10.63
|
|
|
Bonus Retention Agreement, by and among Jacob Thaysen and the Company*
|
|
|
|
|
|
|
|
X
|
10.64
|
|
|
Bonus Retention Notification for FY 13 and FY13-FY15 Performance Periods, by and among Jacob Thaysen and the Company*
|
|
|
|
|
|
|
|
X
|
11.1
|
|
|
See Note 6, “Net Income Per Share”, to our Consolidated Financial Statements on page 80.
|
|
|
|
|
|
|
|
X
|
12.1
|
|
|
Computation of ratio of earnings to fixed charges.
|
|
|
|
|
|
|
|
X
|
14.1
|
|
|
See Investor Information in Item 1: Business on page 3 of this Annual Report on Form 10-K.
|
|
|
|
|
|
|
|
X
|
21.1
|
|
|
Significant subsidiaries of Agilent Technologies, Inc. as of October 31, 2014.
|
|
|
|
|
|
|
|
X
|
23.1
|
|
|
Consent of Independent Registered Public Accounting Firm.
|
|
|
|
|
|
|
|
X
|
24.1
|
|
|
Powers of Attorney. Contained in the signature page of this Annual Report on Form 10-K.
|
|
|
|
|
|
|
|
X
|
31.1
|
|
|
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002.
|
|
|
|
|
|
|
|
X
|
31.2
|
|
|
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002.
|
|
|
|
|
|
|
|
X
|
32.1
|
|
|
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002.
|
|
|
|
|
|
|
|
X
|
32.2
|
|
|
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002.
|
|
|
|
|
|
|
|
X
|
101.INS
|
|
|
XBRL Instance Document.
|
|
|
|
|
|
|
|
X
|
101.SCH
|
|
|
XBRL Taxonomy Extension Schema Document.
|
|
|
|
|
|
|
|
X
|
101.CAL
|
|
|
XBRL Taxonomy Extension Calculation Linkbase Document.
|
|
|
|
|
|
|
|
X
|
101.LAB
|
|
|
XBRL Taxonomy Extension Label Linkbase Document.
|
|
|
|
|
|
|
|
X
|
101.PRE
|
|
|
XBRL Taxonomy Extension Presentation Linkbase Document.
|
|
|
|
|
|
|
|
X
|
101.DEF
|
|
|
XBRL Taxonomy Extension Definition Linkbase Document.
|
|
|
|
|
|
|
|
X
|
*
|
Indicates management contract or compensatory plan, contract or arrangement.
|
|
|
AGILENT TECHNOLOGIES, INC.
|
||
|
|
|
|
|
|
|
BY
|
|
/s/ MARIE OH HUBER
|
|
|
|
|
Marie Oh Huber
|
|
|
|
|
Senior Vice President,
|
|
|
|
|
General Counsel and Secretary
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ WILLIAM P. SULLIVAN
|
|
Director and Chief Executive Officer
|
|
December 22, 2014
|
William P. Sullivan
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ DIDIER HIRSCH
|
|
Senior Vice President and Chief Financial Officer
|
|
December 22, 2014
|
Didier Hirsch
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ SOLANGE GLAIZE
|
|
Vice President, Corporate Controllership
|
|
December 22, 2014
|
Solange Glaize
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ JAMES G. CULLEN
|
|
Chairman of the Board of Directors
|
|
December 22, 2014
|
James G. Cullen
|
|
|
|
|
|
|
|
|
|
/s/ PAUL N. CLARK
|
|
Director
|
|
December 22, 2014
|
Paul N. Clark
|
|
|
|
|
|
|
|
|
|
/s/ HEIDI FIELDS
|
|
Director
|
|
December 22, 2014
|
Heidi Fields
|
|
|
|
|
|
|
|
|
|
/s/ ROBERT J. HERBOLD
|
|
Director
|
|
December 22, 2014
|
Robert J. Herbold
|
|
|
|
|
|
|
|
|
|
/s/ KOH BOON HWEE
|
|
Director
|
|
December 22, 2014
|
Koh Boon Hwee
|
|
|
|
|
|
|
|
|
|
/s/ A. BARRY RAND
|
|
Director
|
|
December 22, 2014
|
A. Barry Rand
|
|
|
|
|
|
|
|
|
|
/s/ GEORGE A. SCANGOS, Ph D
|
|
Director
|
|
December 22, 2014
|
George A. Scangos, Ph D.
|
|
|
|
|
|
|
|
|
|
/s/ TADATAKA YAMADA, M.D.
|
|
Director
|
|
December 22, 2014
|
Tadataka Yamada, M.D.
|
|
|
|
|
|
Agilent Technologies, Inc.,
|
|
EXECUTIVE
|
|
||
|
a Delaware corporation
|
|
|
|
||
|
|
|
|
|
|
|
|
By:
|
|
|
By:
|
|
|
|
|
Signature
|
|
|
Signature
|
|
|
|
|
|
|
|
|
|
Name:
|
Dominique Grau
|
|
Name:
|
William Sullivan
|
|
|
|
|
|
|
|
|
|
Title:
|
SVP, Human Resources
|
|
Title:
|
Chief Executive Officer
|
|
|
|
|
|
|
|
|
1.
|
Executive agrees to attend a Functional Exit Interview on , 20 at which time all company property and identification will be turned in and the appropriate personnel documents will be executed. Executive agrees to remove all personal effects from Executive’s current office within seven days of signing this agreement and in any event not later than , 20 .
|
2.
|
Executive, on behalf of Executive’s heirs, estate, executors, administrators, successors and assigns does fully release, discharge, and agree to hold harmless Agilent, its officers, agents, employees, attorneys, subsidiaries, affiliated companies, successors and assigns from all actions, causes of action, claims, judgments, obligations, damages, liabilities, costs, or expense of whatsoever kind and character which he may have, relating to, arising out of, or connected with any other matter or event occurring prior to the execution of this Agreement whether or not brought before any judicial, administrative, or other tribunal,
including but not limited to
:
|
a.
|
any claims relating to employment discrimination on account of race, sex, age, national origin, creed, disability, or other basis, whether or not arising under the Federal Civil Rights Acts, the Age Discrimination in Employment Act, California Fair Employment and Housing Act, the Rehabilitation Act of 1973, the Americans With Disabilities Act, any amendments to the foregoing laws, or any other federal, state, county, municipal, or other law, statute, regulation or order relating to employment discrimination;
|
b.
|
any claims relating to pay or leave of absence arising under the Fair Labor Standards Act, the Family Medical Leave Act, and any similar laws enacted in California;
|
c.
|
any claims for reemployment, salary, wages, bonuses, vacation pay, stock options, or other equity-based compensation, acquired rights, appreciation from stock options, or other equity-based compensation, benefits or other compensation of any kind; and
|
d.
|
any claims relating to, arising out of, or connected with Executive’s employment with Agilent, whether or not the same be based upon any alleged violation of public policy; compliance (or lack thereof) with any internal Agilent policy, procedure, practice or guideline; or any oral, written, express, and/or implied employment contract or agreement, or the breach of any terms thereof, including but not limited to, any implied covenant of good faith and fair dealing; or any
|
3.
|
Executive represents and warrants that Executive has not assigned any claim or authorized any other person or entity to assert any claim on Executive’s behalf. Further, Executive agrees that under this Agreement Executive waives any claim for damages incurred at any time in the future because of alleged continuing effects of past wrongful conduct involving any such claims and any right to sue for injunctive relief against the alleged continuing effects of past wrongful conduct involving such claims.
|
4.
|
In entering into this Agreement, the parties have intended that this Agreement be a full and final settlement of all matters, whether or not presently disputed, that could have arisen between them.
|
5.
|
Executive understands and expressly agrees that this Agreement extends to all claims of every nature and kind whatsoever, known or unknown, suspected or unsuspected, past or present and all rights under Section 1542 of the California Civil Code and/or any similar statute or law or any other jurisdiction are hereby expressly waived.
Such section reads as follows:
|
6.
|
It is expressly agreed that the claims released pursuant to this Agreement include all claims against individual employees of Agilent and its affiliates, whether or not such employees were acting within the course and scope of their employment.
|
7.
|
Executive agrees that the terms, amount and fact of settlement shall be confidential unless Agilent needs to make any required disclosure of any agreements between Agilent and Executive. Therefore, except as may be necessary to enforce the rights contained herein in an appropriate legal proceeding or as may be necessary to receive professional services from, an attorney, accountant, or other professional adviser in order for such adviser to render professional services, Executive agrees not to disclose any information concerning
|
9.
|
At Agilent’s request, Executive shall cooperate fully in connection with any legal matter, proceeding or action relating to Agilent.
|
10.
|
The terms of this Agreement are intended by the parties as a final expression of their agreement with respect to such terms as are included in this Agreement and may not be contradicted by evidence of any prior or contemporaneous agreement. The parties further intend that this Agreement constitutes the complete and exclusive statement of its terms and that no extrinsic evidence whatsoever may be introduced in any judicial or other proceeding, if any, involving this Agreement. No modification of this Agreement shall be effective unless in writing and signed by both parties hereto.
|
11.
|
It is further expressly agreed and understood that Executive has not relied upon any advice from Agilent and/or its attorneys whatsoever as to the taxability, whether pursuant to federal, state, or local income tax statutes or regulations or otherwise, of the payments made under the Change of Control Agreement and that Executive will be solely liable for all tax obligations, if any, arising from payment of the sums specified in the Change of Control Agreement and shall hold Agilent harmless from any tax obligations arising from said payment.
|
12.
|
If there is any dispute arising out of or related to this Agreement, which cannot be settled by good faith negotiation between the parties, such dispute will be submitted to JAMS for non-binding mediation in San Francisco, California. If complete agreement cannot be reached within 60 days of submission to mediation, any remaining issues will be submitted to JAMS for final and binding arbitration pursuant to JAMS Arbitration Rules and Procedures for Employment Disputes. The reference to JAMS shall refer to any successor to JAMS, if applicable.
BY ENTERING INTO THIS AGREEMENT, EXECUTIVE ACKNOWLEDGES THAT EXECUTIVE IS WAIVING EXECUTIVE’S RIGHT TO JURY TRIAL OF ANY DISPUTE COVERED BY THIS AGREEMENT.
|
13.
|
The following notice is provided in accordance with the provisions of Federal Law:
|
EXECUTIVE
|
|
|
|
|
|
By:
|
|
|
|
|
|
Name:
|
|
|
|
|
|
Date:
|
|
1.
|
Executive agrees to attend a Functional Exit Interview on , 20 at which time all company property and identification will be turned in and the appropriate personnel documents will be executed. Executive agrees to remove all personal effects from Executive’s current office within seven days of signing this agreement and in any event not later than , 20 .
|
2.
|
Executive, on behalf of Executive’s heirs, estate, executors, administrators, successors and assigns does fully release, discharge, and agree to hold harmless Agilent, its officers, agents, employees, attorneys, subsidiaries, affiliated companies, successors and assigns from all actions, causes of action, claims, judgments, obligations, damages, liabilities, costs, or expense of whatsoever kind and character which he may have, relating to, arising out of, or connected with any other matter or event occurring prior to the execution of this Agreement whether or not brought before any judicial, administrative, or other tribunal,
including but not limited to
:
|
a.
|
any claims relating to employment discrimination on account of race, sex, age, national origin, creed, disability, or other basis, whether or not arising under the Federal Civil Rights Acts, the Age Discrimination in Employment Act, California Fair Employment and Housing Act, the Rehabilitation Act of 1973, the Americans With Disabilities Act, any amendments to the foregoing laws, or any other federal, state, county, municipal, or other law, statute, regulation or order relating to employment discrimination;
|
b.
|
any claims relating to pay or leave of absence arising under the Fair Labor Standards Act, the Family Medical Leave Act, and any similar laws enacted in California;
|
c.
|
any claims for reemployment, salary, wages, bonuses, vacation pay, stock options, or other equity-based compensation, acquired rights, appreciation from stock options, or other equity-based compensation, benefits or other compensation of any kind; and
|
d.
|
any claims relating to, arising out of, or connected with Executive’s employment with Agilent, whether or not the same be based upon any alleged violation of public policy; compliance (or lack thereof) with any internal Agilent policy, procedure, practice or guideline; or any oral, written, express, and/or implied employment contract or agreement, or the breach of any terms thereof, including
|
3.
|
Executive represents and warrants that Executive has not assigned any claim or authorized any other person or entity to assert any claim on Executive’s behalf. Further, Executive agrees that under this Agreement Executive waives any claim for damages incurred at any time in the future because of alleged continuing effects of past wrongful conduct involving any such claims and any right to sue for injunctive relief against the alleged continuing effects of past wrongful conduct involving such claims.
|
4.
|
In entering into this Agreement, the parties have intended that this Agreement be a full and final settlement of all matters, whether or not presently disputed, that could have arisen between them.
|
5.
|
Executive understands and expressly agrees that this Agreement extends to all claims of every nature and kind whatsoever, known or unknown, suspected or unsuspected, past or present and all rights under Section 1542 of the California Civil Code and/or any similar statute or law or any other jurisdiction are hereby expressly waived.
Such section reads as follows:
|
6.
|
It is expressly agreed that the claims released pursuant to this Agreement include all claims against individual employees of Agilent and its affiliates, whether or not such employees were acting within the course and scope of their employment.
|
7.
|
Executive agrees that the terms, amount and fact of settlement shall be confidential unless Agilent needs to make any required disclosure of any agreements between Agilent and Executive. Therefore, except as may be necessary to enforce the rights contained herein in an appropriate legal proceeding or as may be necessary to receive professional services from, an attorney, accountant, or other professional adviser in order for such adviser to
|
9.
|
At Agilent’s request, Executive shall cooperate fully in connection with any legal matter, proceeding or action relating to Agilent.
|
10.
|
The terms of this Agreement are intended by the parties as a final expression of their agreement with respect to such terms as are included in this Agreement and may not be contradicted by evidence of any prior or contemporaneous agreement. The parties further intend that this Agreement constitutes the complete and exclusive statement of its terms and that no extrinsic evidence whatsoever may be introduced in any judicial or other proceeding, if any, involving this Agreement. No modification of this Agreement shall be effective unless in writing and signed by both parties hereto.
|
11.
|
It is further expressly agreed and understood that Executive has not relied upon any advice from Agilent and/or its attorneys whatsoever as to the taxability, whether pursuant to federal, state, or local income tax statutes or regulations or otherwise, of the payments made under the Change of Control Agreement and that Executive will be solely liable for all tax obligations, if any, arising from payment of the sums specified in the Change of Control Agreement and shall hold Agilent harmless from any tax obligations arising from said payment.
|
12.
|
If there is any dispute arising out of or related to this Agreement, which cannot be settled by good faith negotiation between the parties, such dispute will be submitted to JAMS for non-binding mediation in San Francisco, California. If complete agreement cannot be reached within 60 days of submission to mediation, any remaining issues will be submitted to JAMS for final and binding arbitration pursuant to JAMS Arbitration Rules and Procedures for Employment Disputes. The reference to JAMS shall refer to any successor to JAMS, if applicable.
BY ENTERING INTO THIS AGREEMENT, EXECUTIVE ACKNOWLEDGES THAT EXECUTIVE IS WAIVING EXECUTIVE’S RIGHT TO JURY TRIAL OF ANY DISPUTE COVERED BY THIS AGREEMENT.
|
13.
|
The following notice is provided in accordance with the provisions of Federal Law:
|
EXECUTIVE
|
|
|
|
|
|
By:
|
|
|
|
|
|
Name:
|
|
|
|
|
|
Date:
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1.
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Executive agrees to attend a Functional Exit Interview on , 20 at which time all company property and identification will be turned in and the appropriate personnel documents will be executed. Executive agrees to remove all personal effects from Executive’s current office within seven days of signing this agreement and in any event not later than , 20 .
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2.
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Executive, on behalf of Executive’s heirs, estate, executors, administrators, successors and assigns does fully release, discharge, and agree to hold harmless Agilent, its officers, agents, employees, attorneys, subsidiaries, affiliated companies, successors and assigns from all actions, causes of action, claims, judgments, obligations, damages, liabilities, costs, or expense of whatsoever kind and character which he may have, relating to, arising out of, or connected with any other matter or event occurring prior to the execution of this Agreement whether or not brought before any judicial, administrative, or other tribunal,
including but not limited to
:
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a.
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any claims relating to employment discrimination on account of race, sex, age, national origin, creed, disability, or other basis, whether or not arising under the Federal Civil Rights Acts, the Age Discrimination in Employment Act, California Fair Employment and Housing Act, the Rehabilitation Act of 1973, the Americans With Disabilities Act, any amendments to the foregoing laws, or any other federal, state, county, municipal, or other law, statute, regulation or order relating to employment discrimination;
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b.
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any claims relating to pay or leave of absence arising under the Fair Labor Standards Act, the Family Medical Leave Act, and any similar laws enacted in California;
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c.
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any claims for reemployment, salary, wages, bonuses, vacation pay, stock options, or other equity-based compensation, acquired rights, appreciation from stock options, or other equity-based compensation, benefits or other compensation of any kind; and
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d.
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any claims relating to, arising out of, or connected with Executive’s employment with Agilent, whether or not the same be based upon any alleged violation of public policy; compliance (or lack thereof) with any internal Agilent policy, procedure, practice or guideline; or any oral, written, express, and/or implied employment contract or agreement, or the breach of any terms thereof, including
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3.
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Executive represents and warrants that Executive has not assigned any claim or authorized any other person or entity to assert any claim on Executive’s behalf. Further, Executive agrees that under this Agreement Executive waives any claim for damages incurred at any time in the future because of alleged continuing effects of past wrongful conduct involving any such claims and any right to sue for injunctive relief against the alleged continuing effects of past wrongful conduct involving such claims.
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4.
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In entering into this Agreement, the parties have intended that this Agreement be a full and final settlement of all matters, whether or not presently disputed, that could have arisen between them.
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5.
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Executive understands and expressly agrees that this Agreement extends to all claims of every nature and kind whatsoever, known or unknown, suspected or unsuspected, past or present and all rights under Section 1542 of the California Civil Code and/or any similar statute or law or any other jurisdiction are hereby expressly waived.
Such section reads as follows:
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6.
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It is expressly agreed that the claims released pursuant to this Agreement include all claims against individual employees of Agilent and its affiliates, whether or not such employees were acting within the course and scope of their employment.
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7.
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Executive agrees that the terms, amount and fact of settlement shall be confidential unless Agilent needs to make any required disclosure of any agreements between Agilent and Executive. Therefore, except as may be necessary to enforce the rights contained herein in an appropriate legal proceeding or as may be necessary to receive professional services from, an attorney, accountant, or other professional adviser in order for such adviser to
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9.
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At Agilent’s request, Executive shall cooperate fully in connection with any legal matter, proceeding or action relating to Agilent.
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10.
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The terms of this Agreement are intended by the parties as a final expression of their agreement with respect to such terms as are included in this Agreement and may not be contradicted by evidence of any prior or contemporaneous agreement. The parties further intend that this Agreement constitutes the complete and exclusive statement of its terms and that no extrinsic evidence whatsoever may be introduced in any judicial or other proceeding, if any, involving this Agreement. No modification of this Agreement shall be effective unless in writing and signed by both parties hereto.
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11.
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It is further expressly agreed and understood that Executive has not relied upon any advice from Agilent and/or its attorneys whatsoever as to the taxability, whether pursuant to federal, state, or local income tax statutes or regulations or otherwise, of the payments made under the Change of Control Agreement and that Executive will be solely liable for all tax obligations, if any, arising from payment of the sums specified in the Change of Control Agreement and shall hold Agilent harmless from any tax obligations arising from said payment.
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12.
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If there is any dispute arising out of or related to this Agreement, which cannot be settled by good faith negotiation between the parties, such dispute will be submitted to JAMS for non-binding mediation in San Francisco, California. If complete agreement cannot be reached within 60 days of submission to mediation, any remaining issues will be submitted to JAMS for final and binding arbitration pursuant to JAMS Arbitration Rules and Procedures for Employment Disputes. The reference to JAMS shall refer to any successor to JAMS, if applicable.
BY ENTERING INTO THIS AGREEMENT, EXECUTIVE ACKNOWLEDGES THAT EXECUTIVE IS WAIVING EXECUTIVE’S RIGHT TO JURY TRIAL OF ANY DISPUTE COVERED BY THIS AGREEMENT.
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13.
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The following notice is provided in accordance with the provisions of Federal Law:
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EXECUTIVE
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By:
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Name:
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Date:
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KØBENHAVN . AARHUS . LONDON
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CONFIDENTIAL TREATMENT REQUESTED - REDACTED COPY
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KROMANN
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REUMERT
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LAW FIRM
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SUNDKROGSGADE 5
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DK-2100 KØBENHAVN Ø
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TEL. +45 70 12 12 11
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FAX. +45 70 12 13 11
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SETTLEMENT AGREEMENT
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BETWEEN
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Dako Denmark A/S, Dako A/S and
Agilent Technologies, Inc.
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AND
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Lars Holmqvist
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CONFIDENTIAL TREATMENT REQUESTED - REDACTED COPY
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KROMANN
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REUMERT
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SETTLEMENT AGREEMENT
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Dako Denmark A/S
Central Business Register (CVR) no. 33 21 13 17
Produktionsvej 42
DK-2600 Glostrup
("Dako Denmark")
and
Dako A/S
Central Business Register (CVR) no. 30 28 18 29
Produktionsvej 42
DK-2600 Glostrup
("Dako")
and
Agilent Technologies, Inc.
5301 Stevens Creek Blvd
Santa Clara, CA 95051
United States
("Agilent")
(Dako Denmark, Dako, and Agilent collectively referred to as the "Companies")
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AND
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Lars Holmqvist
Hammars Badväg 32
SE-42167 Västre Frölunda
Sweden
(the "Manager")
(the Companies and the Manager collectively referred to as the "Parties" and each a “Party”)
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KROMANN
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REUMERT
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1.
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BACKGROUND
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1.1
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On 27 February 2014, in continuation of the termination of the Manager's employment, the Manager filed a complaint against Dako Denmark and Dako with the Danish Institute of Arbitration.
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1.2
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The Parties have agreed that the pending arbitration proceedings must be withdrawn and that the pending dispute will instead be settled in accordance with the terms and conditions described in this Agreement.
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1.3
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The Manager is obliged to withdraw the arbitration proceedings immediately upon the signing of this Agreement and inform the Arbitration Tribunal that (i) the dispute has been settled against Dako and Dako Denmark’s payment of DKK
[****]
*
to the Manager and (ii) each Party bears its own costs but that Dako and Dako Denmark will be liable for all costs payable to the Arbitration Tribunal. The Parties agree that the validity and enforceability of this Agreement is conditional upon the cancellation of the arbitration proceedings.
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1.4
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Besides both Parties state that nothing in this Agreement change any views brought forward under the pending dispute but the Parties have agreed to settle the matter and have
a closure in accordance with this Agreement.
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2.
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TERMINATION OF THE EMPLOYMENT
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2.1
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The Manager's employment with the Companies terminated with effect from 12 December 2013. Due to the Manager's contractual notice period, the Parties have agreed that in the context of this Agreement the Manager's employment with the Companies is to be considered terminated with effect from 31 December 2014 (referred to as the "Effective Date of Termination").
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2.2
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The Manager has no working duty and in the event that the Manager obtains any income from a new non-competing employment/business between the date of this Agreement and the Effective Date of Termination, the Companies waive their right to set off such income against the amount payable by the Companies under this Agreement.
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3.
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SETTLEMENT AMOUNT
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3.1
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On behalf of the Companies Dako will pay to the Manager a settlement amount of DKK
[****]
*
(gross amount).
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* Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.
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KROMANN
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REUMERT
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3.2
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The settlement amount will be paid to the Manager not later than 30 days after the signing of this Agreement, provided that the Agreement is made in full and final settlement of any claim between the Parties (see clause 9), that the Manager complies with his duties of loyalty and confidentiality (see clauses 4.1 and 8), and that the Manager does not materially breach his obligations to the Companies.
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4.
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DUTY OF LOYALTY, RESTRICTIVE COVENANTS
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4.1
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Until and including the Effective Date of Termination, the Manager will be bound by his duty of loyalty, including the duty not to take up employment in, work for, participate in or set up any competing business and/or contact the Companies' customers and other business partners. In addition, the Manager will be bound by the provisions of the Danish Marketing Practices Act (
markedsføringsloven
).
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4.2
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The Manager will also be bound by the non-competition, non-soliciation of customers, and non-solicitation of employees covenants agreed in clause 8 of the Executive Service Agreement, including the penalty provision in clause 8.4. The Parties have agreed that the restrictive covenants will apply for a period of six months after the Effective Date of Termination, that is until and including 30 June 2015.
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5.
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MATERIAL BREACH
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5.1
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If either the Manager or the Companies materially breach their obligations under this Agreement, the other Party/Parties may terminate the Agreement and claim damages under the general rules of Danish law.
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6.
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LEGAL COSTS
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6.1
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Subject to a separate invoice issued to Dako, Dako will pay an amount of DKK 230,000, inclusive of VAT (DKK 184,000 exclusive of VAT) of the Manager's legal costs to the law firm Elmann Advokatpartnerselskab, represented by attorney Nicolai Hesgaard, for services rendered to the Manager in connection with the termination of the employment and the conclusion of this Agreement.
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6.2
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Upon the signing of this Agreement, the law firm Elmann Advokatpartnerselskab, represented by attorney Nicolai Hesgaard, must send the invoice as soon as possible to Kromann Reumert Lawfirm, for the attention of attorney Marianne Granhøj.
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KROMANN
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REUMERT
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6.3
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The Parties have agreed that the Companies will be liable for any and all costs payable to the Arbitration Tribunal.
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7.
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COMPANY PROPERTY
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7.1
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By signing this Agreement, the Manager confirms that all material and property, etc. belonging to the Companies, which have been in the Manager's possession have been returned properly to the Companies.
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8.
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CONFIDENTIALITY
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8.1
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The Manager must keep confidential any information obtained in the course of his work for the Companies. This duty of confidentiality will apply also after the Effective Date of Termination.
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8.2
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The Parties also agree to keep confidential the terms of this Agreement, including all matters relating hereto. However, this provision will not prevail over any statutory or internal disclosure obligations on the part of the Companies, including Agilent's disclosure obligations laid down by the U.S. Securities and Exchange Commission. Moreover, the Manager is entitled to inform relevant persons such as executive search firms and prospective employers and business partners if questioned about any dispute following his departure from the Companies that (i) there has been a dispute with the Companies and (ii) that said dispute has been settled amicably between the Parties.
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9.
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FULL AND FINAL SETTLEMENT
|
9.1
|
This Agreement is made in full and final settlement of any claim which the Parties may have against each other in relation to the Manager’s employment and its termination, irrespective of whether the claim is based on statute, a contract, or any other arrangement or understanding, including, but not limited to, any claim for salary, bonus/other incentive pay, whether share-based or cash, pension contribution, benefits, severance pay, compensation for unfair dismissal/breach, other types of compensation for discrimination, etc.
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10.
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TAX
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10.1
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All amounts specified in this Agreement are gross amounts. The tax implications of this Agreement to the Manager will be of no concern to the Companies. However, the Companies must withhold tax, labour market contribution, etc. and report to the tax authorities as required by the rules in force from time to time.
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CONFIDENTIAL TREATMENT REQUESTED - REDACTED COPY
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KROMANN
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REUMERT
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11.
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MISCELLANEOUS AND ENTIRE AGREEMENT
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11.1
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The Manager must no later than on the Effective Date of Termination update his social and digital media profiles (for instance Facebook and/or LinkedIn) to show that he has left the Companies. If referring to the Companies on social or digital media, the Manager must make such reference in a loyal manner, including by not starting, responding to or otherwise engaging in or contributing to any public discussion relating to the termination of the Manager's employment with the Companies.
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11.2
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Both the Companies and the Manager undertake not to take any action, which is intended, or would reasonably be expected, to harm the other Party or his/their reputation or which would reasonably be expected to lead to unwanted or unfavourable publicity to the other Party.
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11.3
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Nothing contained in this Agreement shall constitute an admission of liability on the part of either Party, which liability either Party expressly denies.
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11.4
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This Agreement sets forth the entire agreement between the Parties hereto and fully supersedes any and all prior agreements or understandings between the Parties pertaining to any subject matter contained in this Agreement. Any amendments or modifications to this Agreement must be made in writing and signed by all Parties.
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11.5
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This Agreement is governed by Danish law.
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12.
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DISPUTES
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12.1
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Any dispute between the Parties relating to this Agreement must be settled by the Arbitration Tribunal already appointed by the Parties in accordance with clause 14 of the Executive Service Agreement between the Parties.
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12.2
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Notwithstanding clause 12.1 this Agreement may with respect to payments to be made under clauses 3 and 6 of this Agreement serve as basis of enforcement, cf. section 478, sub-section 1 (4) of the Administration of Justice Act (in Danish:
retsplejeloven
)
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13.
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SIGNATURES
|
13.1.1
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This Agreement is signed in four original copies, one for each of the Parties.
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CONFIDENTIAL TREATMENT REQUESTED - REDACTED COPY
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KROMANN
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REUMERT
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TABLE OF CONTENTS
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1
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CONDITIONS OF EMPLOYMENT
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2
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RESPONSIBILITIES
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3
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RESTRICTIONS
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4
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SALARY, ETC.
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5
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BENEFITS
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6
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SECRECY
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7
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INTELLECTUAL PROPERTY RIGHTS
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8
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NON-COMPETITION CLAUSE
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9
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TERMINATION
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10
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HOLIDAY
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11
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ILLNESS
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12
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USE OF IT-SYSTEM
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13
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BREACHES
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14
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DISPUTES
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15
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GOVERNING LAW
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16
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SIGNATURE
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(1)
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Dako Denmark A/S, (hereinafter referred to as "the Company") and
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(2)
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Jacob Thaysen, (hereinafter referred to as "the Employee").
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1.1
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The Company shall employ the Employee as Corporate Vice President, R&D effective as of 1 April 2011.
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1.2
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Due to the nature of the Employee's position, no maximum hours of work have been agreed upon, and the agreed remuneration includes payment for overtime or additional work.
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1.3
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The Employee’s place of work shall until further notice be at the Company’s business address from time to time, currently Produktionsvej 42, Glostrup, Denmark. The Employee may be required to travel on company business in Denmark as well as abroad.
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2.1
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The Employee shall report to the CEO and is responsible for the daily management of the Company’s R&D department.
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2.2
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The Employee shall comply with the general and special instructions that may be determined by the CEO, and the Employee shall inform the CEO of all material matters that may be of importance to the Company.
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2.3
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The Employee shall be obliged to invest all his abilities and all his knowledge in the service of the Company and shall safeguard the Company’s interests in the best possible manner.
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3.1
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The Employee may not without the consent of the CEO accept salaried or unsalaried duties with other businesses or undertake salaried positions of trust or be a personally liable shareholder/member of any business. The Employee is, however, entitled to make ordinary capital investments in listed securities provided no holding of shares in any listed company exceeds 1 per cent of such company's share capital.
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3.2
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The Employee is obligated to serve as a director in subsidiaries or affiliated companies, if requested by the Company. The Employee shall not receive separate payment for any future directorships; as such payment is included in the Employee’s remuneration mentioned in clauses 4. This shall apply irrespective of whether other members of the board of directors in the company in question receive payment for their tasks.
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4.1
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The Employee's annual salary shall amount to DKK 1,680,000.00 excluding pension contribution, of which 1/12, excluding tax and social contributions, shall be paid in arrear no later than on the 28
th
of each month to a Danish bank account designated by the Employee.
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4.2
|
Salary is fixed individually and is reviewed annually in April. Subject to a PM rating of 4, the Employee’s monthly base salary will be adjusted to 150,000.00 on April 1
st
2012. Any adjustment in salary is subject to the approval of the Nomination and Compensation Committee.
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4.3
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The Employee is covered by the Company's pension and insurance plan. The Company currently pays 10 %, and the Employee currently pays 5%, of the base salary specified in clause 4.1 under the plan each month.
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4.4
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The Employee may in addition to his salary, pension contributions, and any other benefits be eligible for an annual bonus of up to 50% of the base salary specified under clause 4.1. On an annual basis, the Company will lay down the exact terms and conditions for the Employee’s bonus eligibility in a separate bonus plan. Accordingly, targets may vary from one year to the next and may depend on both the Company’s and the Employee’s performance.
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5.1
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The Company shall pay the Employee's private fixed line phone and provide the Employee with a free mobile phone including all reasonable expenses for company and private use.
|
5.2
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The Company shall provide free ADSL Internet connection.
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5.3
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The Company shall, according to agreement, make a company car at a maximum leasing price at DKK 9,500.00 per month
available to the Employee and shall bear all costs in connection with the running of the car, e.g. gas, maintenance , insurance, etc. The Employee may use the company car for private purposes. The Employee may instead of a company car elect a car allowance of DKK 9,500.00 per month.
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5.4
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The Employee shall be covered by insurance of accident, health and travel in accordance with the company rules.
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5.5
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The Employee is entitled to reasonable training and development as relevant to his position and as agreed in advance with the CEO.
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6.1
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The Employee undertakes to keep confidential and not to disclose any information obtained about the Company during the Employee's performance of his duties for the Company, including without limitation information concerning the Company's technical know-how, customers, marketing, products, prices, and similar business secrets
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7
|
Intellectual Property Rights
|
7.1
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All intellectual property rights and know-how, worldwide, including rights to inventions, patentable or not, works protected by copyright and neighbouring rights, databases, computer software, designs, trademarks or other intellectual property rights and know-how, made or created by the Employee in the employment or during the term of this Contract or subsequent
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8
|
Non-Competition Clause
|
8.1
|
The Employee shall for a period of twelve (12) months from the day of termination of the employment not be engaged in any business activity, whether as employee, consultant, associate, independent contractor, or any other capacity (full or part-time), that competes or conflicts with the business interests of the Company or any company owned entirely or partly by the Company, Dako Denmark A/S. (hereinafter referred to as “Group Companies”) , including employment or interest, directly or indirectly, in any business which develops and/or distributes the products and services developed/distributed by the Company or Group Companies in competition with the Company or Group Companies or in any business that competes in any other way with the Company or Group Companies. This limitation shall include any interest whatsoever by way of e.g. employment, ownership in full or in part, membership of a board, consultancy services, and the like in Denmark and abroad.
|
8.2
|
The day of termination shall mean the day when the period under notice expires and this shall apply irrespective of whether the Employee is released from his duties at an earlier date
|
8.3
|
In consideration of the non-competition clause the Employee shall receive a monthly remuneration pursuant to the Danish Salaried Employees Act equivalent to (at present) 50 % of the monthly salary at the time of resignation in the entire period after the termination of the employment in which the clause applies.
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8.4
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The Company may terminate the non-competition clause at one (1) month’s notice to the expiry of a calendar month.
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8.5
|
If the Employee breaches the clause mentioned in clause 8.1, he shall in addition to general liability to pay damages also become liable to pay an agreed penalty equal to 50% of the Employee's annual income as specified in clause 4.1 calculated on the basis of the last monthly salary during his employment.
|
8.6
|
The agreed penalty shall be paid for any one breach, and payment of the penalty shall not terminate the clauses. In case of continued breaches of the clauses, the agreed penalty shall be paid monthly.
|
8.7
|
The Company may also try to counter a breach of the clauses by means of an injunction according to the general rules of Danish law.
|
8.8
|
For a period of twelve (12) months from the day of termination, the Employee shall inform the Company in writing of the commencement of any new employment, including set-up of the Employee's own business.
|
9
|
Termination
|
9.1
|
Termination takes place in accordance with The Danish Salaried Employees Act (Funktionærloven) and must be given in writing by either party.
|
9.2
|
The Employment is valid for an indefinite period of time.
|
9.3
|
The Company may terminate the employment relationship by giving 12 months’ notice in writing, to expire at the end of a calendar month.
|
9.4
|
The Employee can terminate the Contract by giving 6 months’ notice in writing, to expire at the end of a calendar month.
|
9.5
|
The employment shall terminate automatically and without further notice at the end of the calendar month, in which the Employee reaches the age, where employments may legally expire due to age (currently 70), cf. the Danish Act on Differential Treatment.
|
9.6
|
If, during a period of 12 consecutive months, the Employee has received salary during illness for a total of 120 days, the Company may terminate the employment at one months’ notice for expiry at the end of a month.
|
9.7
|
All material, which is made available to the Employee during the employment, shall be the Company's property. Upon termination of the employment, the Employee shall return all work material to the Company and any other material belonging to the Company, which is in the possession of the Employee. The Employee shall not keep any copies of the material or any part of the material.
|
9.8
|
In case of termination and subsequent release from his duties, the Employee shall no longer be entitled to free fixed line phone, mobile phone and Internet connection, cf. clauses 5.1 and 5.2, and company car, cf. clause 5.3 above. During the remaining part of the period under notice, the Employee shall only be entitled to receive payment corresponding to the tax value of the free fixed line phone, mobile phone, Internet connection and company car.
|
10
|
Holiday
|
10.1
|
The Employee is entitled to 5 weeks of holiday with pay per holiday year in accordance with the Danish Holiday Act as well as extra holiday (currently 5 days) in accordance with the company holiday policy.
|
10.2
|
The Employee shall determine the time of his holidays in consultation with the CEO and in consideration of the Company's interests.
|
11
|
Illness
|
11.1
|
The Employee receives salary during illness.
|
12
|
Use of IT-System
|
12.1
|
The IT-systems are to be used for the solving of Company work-related tasks. Occasional use of Company e-mail and Internet access for private correspondence and information is permitted. The IT-systems may not be used to the detriment of the Company’s image or name nor in any way that could be damaging to the confidentiality of Company data. The IT systems may not be used in any way that could inconvenience the Company’s customers, partners or employees.
|
12.2
|
Correspondence and other communication created on Company electronic communication and/or mail system is considered the property of the Company. This means that the Company has access to this information and can make use of it in the same way as any other company correspondence. Should the Employee wish to use the Company’s IT-system for private communication, he is requested to mark the communication as private under “subject”. The Company will only secure access to private correspondence as a part of routine monitoring. Please note that all electronic communication to and from the Company can be used in connection with any lawsuit involving the Company.
|
12.3
|
The downloading or forwarding of music, video files, chain letters, pornography and/or racist material is strictly forbidden, as is misuse of licensed software. Listening to Internet distributed
|
12.4
|
Any breach of this provision shall be deemed a material breach of this Contract with the ensuing consequences for the Employee.
|
13
|
Breaches
|
13.1
|
If the Employee or the Company commits material breach of the relevant obligations according to this Contract, the injured party may terminate the Contract without notice or terminate it for an arbitrarily determined date. If the termination is caused by breach on the part of the Employee, he shall only be entitled to salary according to clause 4 until the day of termination.
|
14
|
Disputes
|
14.1
|
Any dispute arising between the Company and the Employee out of the employment established by Contract, which cannot be settled by the Parties by negotiation, shall be settled finally and conclusively and with binding effect by arbitration in accordance with the rules of the Danish Institute of Arbitration and the following rules:
|
14.1.1
|
Each Party is entitled to request arbitration on the occasion of a dispute.
|
14.1.2
|
The Party requesting arbitration to settle a dispute shall appoint one arbitrator and request the other Party, by registered letter, to appoint its arbitrator within 14 days. Such letter shall also include a brief indication of the question(s) which the tribunal is requested to determine. If the other Party has not appointed its arbitrator within the said period, such arbitrator shall be appointed by the President of the Maritime and Commercial Court in Copenhagen.
|
14.1.3
|
The Parties' arbitrators shall together appoint an umpire. In case of disagreement on the appointment of an umpire, the appointed arbitrators shall jointly request the President of the Maritime and Commercial Court in Copenhagen to appoint an umpire following prior deliberation with the Parties, and such umpire shall act as the chairman of the arbitration.
|
14.2
|
Such arbitration proceedings and award shall be subject to confidentially on the part of both the Company and the Employee.
|
14.2
|
The arbitration tribunal shall settle a dispute pursuant to applicable law and determine the rules of procedure in accordance with the principles of the Danish Administration of Justice Act (retsplejeloven). The Company shall defray all tribunal costs. If the arbitration tribunal finds that the Employee has breached this Contract, the tribunal shall determine the distribution of
|
15
|
Governing Law
|
15.1
|
This Contract shall be governed by the laws of Denmark. The Danish Salaried Employees Act and the Danish Holiday Act shall apply to the Contract.
|
15.2
|
The Employee must comply with the Company Employment Policies and IT Policies, which are available on the Company’s Intranet.
|
16
|
Signature
|
16.1
|
Two signed copies of this Contract have been made. One copy shall remain with the Company and the other copy shall be given to the Employee.
|
Place:
|
|
Place:
|
|
Date:
|
|
Date:
|
|
|
|
|
|
|
|
|
|
For and on behalf of:
|
|
|
|
Dako Denmark A/S:
|
|
The Employee:
|
|
|
|
|
|
|
|
|
|
/s/ Jørgen Andersen
|
|
/s/ Jacob Thaysen
|
|
Jørgen Andersen
|
|
Jacob Thaysen
|
|
CVP, HR
|
|
|
|
/s/ Lars Holmkvist
|
|
|||
Lars Holmkvist (signature)
|
Date
|
|||
Agilent Technologies
|
||||
|
||||
APPROVAL & ACCEPTANCE
|
||||
|
||||
/s/ Jacob Thaysen
|
||||
Jacob Thaysen (signature)
|
Date
|
|||
This signature denotes that you have read and
understand the Long-Term International Assignment Policy and this Terms and Conditions Letter.
|
|
Agilent Technologies, Inc.
5301 Stevens Creek Blvd.
Santa Clara, California 95051
|
|
|
Threshold*
|
Target
|
Max*
|
|
FY13
|
||
DAKO Revenue (M)
|
$336
|
$373
|
$410
|
DAKO Operating Profit (M)
|
$43
|
$58
|
$73
|
|
FY14
|
||
DAKO Revenue (M)
|
$364
|
$404
|
$444
|
DAKO Operating Profit (M)
|
$51
|
$67
|
$83
|
|
FY15
|
||
DAKO Revenue (M)
|
$401
|
$446
|
$491
|
DAKO Operating Profit (M)
|
$63
|
$81
|
$99
|
|
|
|
|
Annual Payout (DKK)
|
84,000
|
840,000
|
1,680,000
|
5.1
|
The Employee must conduct him/herself in accordance with Agilent policies and comply with Agilent’s Standard of Business Conduct.
|
5.2
|
The Employee must continue to meet general performance expectations.
|
5.3
|
The Employee must observe confidentiality about the existence and terms of this agreement except otherwise provided by law.
|
5.4
|
In order to maintain the right to a full bonus potential against the Targets defined above, the Employee must remain in his/her position through the end of each FY (13, 14 and 15, respectively), performing his/her responsibilities as requested.
|
◦
|
80% of the Long-Term Incentive will be based on a combination of DAKO’s 3-Year Cumulative Revenue and 3-Year Cumulative Operating Profit and Agilent’s Asia Synergy Revenue and Operating Profit achievement for FY13-FY15:
|
|
Threshold*
|
Target
|
Max*
|
FY13-FY15 Cumulative Dako & Agilent Asia Synergy Revenue (M)
|
$899
|
$1,284
|
$1,669
|
FY13-FY15 Cumulative Dako & Agilent Asia Synergy Operating Profit (M)
|
$91
|
$245
|
$399
|
Payout (DKK)
|
604,800
|
6,048,000
|
12,096,000
|
◦
|
20% of the Long-Term Incentive will be based on DAKO’s 3-Year Cumulative Revenue Synergy of Agilent’s Genomics Sales for FY13-FY15:
|
|
Threshold*
|
Target
|
Max*
|
FY13-FY15 Cumulative Agilent Genomics Revenue (M)
|
$84
|
$120
|
$156
|
Payout (DKK)
|
151,200
|
1,512,000
|
3,024,000
|
7.1
|
The Employee must conduct him/herself in accordance with Agilent policies and comply with Agilent’s Standard of Business Conduct.
|
7.2
|
The Employee must continue to meet general performance expectations.
|
7.3
|
The Employee must observe confidentiality about the existence and terms of this agreement except otherwise provided by law.
|
7.4
|
In order to maintain the right to earn a full bonus against the Targets defined above, the Employee must remain in his/her position through the end of FY15, performing his/her responsibilities as requested.
|
/s/ Stephen D. Williams
|
|
/s/ Jacob Thaysen
|
|
|
|
|
|
for Agilent Technologies Inc.
|
|
Jacob Thaysen
|
|
Bonus Retention Notification for the FY13 and FY13-FY15 Performance Periods
|
|
Agilent Technologies, Inc.
5301 Stevens Creek Blvd. M/S 1A-20
Santa Clara, CA 95051-7201
|
To:
|
Thaysen, Jacob
|
Date:
|
June 6
th
, 2013
|
Timeframe: November 1, 2012 - February 28, 2013
|
|||
Weighting: 32.9% of Financial Objective**
|
|||
|
Threshold*
|
Target
|
Max*
|
DAKO Revenue (M)
|
$336
|
$373
|
$410
|
DAKO Operating Profit (M)
|
$50
|
$75
|
a)
|
80% of the Long-Term Incentive will be based on a combination of DAKO’s 3-Year Cumulative Revenue and 3-Year Cumulative Operating Profit and Agilent’s Asia Synergy Revenue and Operating Profit achievement for FY13-FY15:
|
|
Threshold*
|
Target
|
Max*
|
FY13-FY15 Cumulative Dako & Agilent Asia Synergy Revenue (M)
|
$1,027
|
$1,284
|
$1,541
|
FY13-FY15 Cumulative Dako & Agilent Asia Synergy
Operating Profit (M)
|
$46
|
$220
|
$394
|
b)
|
20% of the Long-Term Incentive will be based on DAKO’s 3-Year Cumulative Revenue Synergy of Agilent’s Genomics Sales for FY13-FY15:
|
|
Threshold*
|
Target
|
Max*
|
FY13-FY15 Cumulative Agilent Genomics Revenue (M)
|
$96
|
$120
|
$144
|
|
October 31,
2014 |
|
October 31,
2013 |
|
October 31,
2012 |
|
October 31,
2011 |
|
October 31,
2010 |
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
||||||||||
Add:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations before taxes and equity income
|
$
|
646
|
|
|
$
|
859
|
|
|
$
|
1,043
|
|
|
$
|
1,032
|
|
|
$
|
692
|
|
Fixed Charges
|
145
|
|
|
137
|
|
|
129
|
|
|
113
|
|
|
126
|
|
|||||
Total
|
$
|
791
|
|
|
$
|
996
|
|
|
$
|
1,172
|
|
|
$
|
1,145
|
|
|
$
|
818
|
|
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
110
|
|
|
105
|
|
|
99
|
|
|
84
|
|
|
94
|
|
|||||
Estimate of interest within rental expense
|
31
|
|
|
30
|
|
|
28
|
|
|
27
|
|
|
30
|
|
|||||
Amortization of capitalized expenses related to indebtedness
|
3
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|||||
Total
|
144
|
|
|
137
|
|
|
129
|
|
|
113
|
|
|
126
|
|
|||||
Ratio of earnings to fixed charges
|
5.49
|
|
|
7.27
|
|
|
9.09
|
|
|
10.13
|
|
|
6.49
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
Organized Under the Laws of
|
Dako North America, Inc.
|
California
|
Agilent Technologies World Trade, Inc.
|
Delaware
|
Keysight Technologies World Trade, Inc.*
|
Delaware
|
Dako Denmark A/S
|
Denmark
|
Agilent Technologies (Luxco) Sarl
|
Luxembourg
|
Agilent Technologies Luxembourg Holding Sarl
|
Luxembourg
|
Agilent Technologies Europe B.V.
|
Netherlands
|
Agilent Technologies Singapore (Holding) Pte. Ltd.
|
Singapore
|
Agilent Technologies Singapore (International) Pte. Ltd.
|
Singapore
|
Keysight Technologies Singapore (International) Pte. Ltd.*
|
Singapore
|
Agilent Technologies Rhone Sàrl
|
Switzerland
|
1.
|
I have reviewed this Form 10-K of Agilent Technologies, Inc.
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
December 22, 2014
|
|
/s/WILLIAM P. SULLIVAN
|
|
|
|
William P. Sullivan
|
|
|
|
Director and Chief Executive Officer
|
1.
|
I have reviewed this Form 10-K of Agilent Technologies, Inc.
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
Date:
|
December 22, 2014
|
|
/s/ DIDIER HIRSCH
|
|
|
|
Didier Hirsch
|
|
|
|
Senior Vice President and
|
|
|
|
Chief Financial Officer
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
December 22, 2014
|
|
/s/ WILLIAM P. SULLIVAN
|
|
|
|
William P. Sullivan
|
|
|
|
Director and
|
|
|
|
Chief Executive Officer
|
|
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
Date:
|
December 22, 2014
|
|
/s/ DIDIER HIRSCH
|
|
|
|
Didier Hirsch
|
|
|
|
Senior Vice President and
|
|
|
|
Chief Financial Officer
|