(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, 2015
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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 16, 2016, and to be filed pursuant to Regulation 14A within 120 days after registrant's fiscal year ended October 31, 2015 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 and predict future needs;
|
•
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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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differentiate our offerings from our competitors' offerings;
|
•
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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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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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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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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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unexpected changes in regulatory requirements; and
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•
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geopolitical turmoil, including terrorism and war.
|
•
|
our response to significant competitive pressure;
|
•
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difficulties in meeting new product timelines;
|
•
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the ability to grow in emerging markets;
|
•
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increased exposure to certain governmental regulations and compliance requirements;
|
•
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increased costs to address certain governmental regulations and compliance issues, such as the United States Food and Drug Administration (“FDA”) warning letter received in August 2013 which has now been lifted by the FDA;
|
•
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increased costs and use of resources; and
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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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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 stock repurchases and dividends; 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 2014 (1)
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High
|
Low
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Dividends
|
|||||
First Quarter (ended January 31, 2014)
|
$
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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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||
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|
|
|
||||||
Fiscal 2015
|
|
High
|
Low
|
Dividends
|
|||||
First Quarter (ended January 31, 2015)
|
$
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42.99
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|
$
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37.68
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|
$0.10
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||
Second Quarter (ended April 30, 2015)
|
$
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43.59
|
|
$
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37.71
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|
$0.10
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||
Third Quarter (ended July 31, 2015)
|
$
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42.93
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$
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38.48
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|
$0.10
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||
Fourth Quarter (ended October 31, 2015)
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$
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41.35
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$
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33.12
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$0.10
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||
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|
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Period
|
|
Total Number of
Shares of Common
Stock Purchased(1)
|
|
Weighted Average
Price Paid per Share of
Common Stock(3)
|
|
Total
Number of
Shares of Common
Stock Purchased as
Part of Publicly
Announced Plans or
Programs(1)(2)
|
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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)(1)(2)
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||
|
|
(a)
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|
(b)
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|
(c)
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(d)
|
||
Aug. 1, 2015 through
Aug. 31, 2015 |
|
—
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N/A
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—
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N/A
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Sep. 1, 2015 through
Sep. 30, 2015 |
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—
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|
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N/A
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—
|
|
|
N/A
|
Oct. 1, 2015 through
Oct. 31, 2015 |
|
—
|
|
|
N/A
|
|
—
|
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N/A
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Total
|
|
—
|
|
|
N/A
|
|
—
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(1)
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On November 22, 2013 we announced that our board of directors had authorized a share repurchase program. The existing program is designed to reduce or eliminate dilution resulting from issuance of stock under the company's employee equity incentive programs to target maintaining a weighted average share count of approximately 335 million diluted shares. The existing program does not require the company to acquire a specific number of shares and may be suspended or discontinued at any time.
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(2)
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On May 28, 2015 we announced that our board of directors authorized a new share repurchase program (the "2015 Repurchase Program"). The 2015 Repurchase Program authorizes the purchase of up to $1.14 billion of the company's common stock through and including November 1, 2018. The 2015 Repurchase Program will commence at the option of the company, on either (1) November 1, 2015 or (2) the date in which we complete the purchase of $365 million of common stock under the existing share repurchase program in fiscal 2015. Upon commencement, the 2015 Repurchase Program replaces our existing share repurchase program. The 2015 Repurchase Program does not require the company to acquire a specific number of shares and may be suspended or discontinued at any time.
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(3)
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The weighted average price paid per share of common stock does not include the cost of commissions.
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Years Ended October 31,
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||||||||||||||||||
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2015
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2014 (As Revised)
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2013 (As Revised)
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2012 (As Revised)
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2011 (As Revised)
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||||||||||
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(in millions, except per share data)
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||||||||||||||||||
Consolidated Statement of Operations Data
(3)
:
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(1)
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||||||||||
Net revenue
|
$
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4,038
|
|
|
$
|
4,048
|
|
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$
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3,894
|
|
|
$
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3,543
|
|
|
$
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3,299
|
|
Income from continuing operations before taxes
|
$
|
480
|
|
|
$
|
229
|
|
|
$
|
293
|
|
|
$
|
237
|
|
|
$
|
232
|
|
Income from continuing operations
|
$
|
438
|
|
|
$
|
232
|
|
|
$
|
225
|
|
|
$
|
353
|
|
|
$
|
252
|
|
Income (loss) from discontinued operations, net of taxes
|
$
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(37
|
)
|
|
$
|
317
|
|
|
$
|
509
|
|
|
$
|
775
|
|
|
$
|
776
|
|
Net income
|
$
|
401
|
|
|
$
|
549
|
|
|
$
|
734
|
|
|
$
|
1,128
|
|
|
$
|
1,028
|
|
Net income per share — basic:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
$
|
1.32
|
|
|
$
|
0.70
|
|
|
$
|
0.66
|
|
|
$
|
1.01
|
|
|
$
|
0.73
|
|
Income (loss) from discontinued operations, net of taxes
|
(0.12
|
)
|
|
0.95
|
|
|
1.49
|
|
|
2.23
|
|
|
2.24
|
|
|||||
Net income per share - basic
|
$
|
1.20
|
|
|
$
|
1.65
|
|
|
$
|
2.15
|
|
|
$
|
3.24
|
|
|
$
|
2.97
|
|
Net income per share — diluted:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations
|
$
|
1.31
|
|
|
$
|
0.69
|
|
|
$
|
0.65
|
|
|
$
|
1.00
|
|
|
$
|
0.71
|
|
Income (loss) from discontinued operations, net of taxes
|
(0.11
|
)
|
|
0.93
|
|
|
1.48
|
|
|
2.20
|
|
|
2.19
|
|
|||||
Net income per share - diluted
|
$
|
1.20
|
|
|
$
|
1.62
|
|
|
$
|
2.13
|
|
|
$
|
3.20
|
|
|
$
|
2.90
|
|
Weighted average shares used in computing basic net income per share
|
333
|
|
|
333
|
|
|
341
|
|
|
348
|
|
|
347
|
|
|||||
Weighted average shares used in computing diluted net income per share
|
335
|
|
|
338
|
|
|
345
|
|
|
353
|
|
|
355
|
|
|||||
Cash dividends declared per common share
|
$
|
0.400
|
|
|
$
|
0.528
|
|
|
0.460
|
|
|
$
|
0.300
|
|
|
$
|
—
|
|
|
October 31,
|
||||||||||||||||||
|
2015
|
|
2014 (As Revised)
|
|
2013 (As Revised)
|
|
2012 (As Revised)
|
|
2011 (As Revised)
|
||||||||||
|
(in millions)
|
||||||||||||||||||
Consolidated Balance Sheet Data
(3)
:
|
|
|
(2)
|
|
(2)
|
|
(1)(2)
|
|
(2)
|
||||||||||
Cash and cash equivalents and short-term investments
|
$
|
2,003
|
|
|
$
|
2,218
|
|
|
$
|
2,675
|
|
|
$
|
2,351
|
|
|
$
|
3,527
|
|
Working capital
|
$
|
2,710
|
|
|
$
|
3,817
|
|
|
$
|
3,392
|
|
|
$
|
2,775
|
|
|
$
|
3,732
|
|
Total assets
|
$
|
7,479
|
|
|
$
|
10,815
|
|
|
$
|
10,608
|
|
|
$
|
10,439
|
|
|
$
|
9,049
|
|
Long-term debt
|
$
|
1,655
|
|
|
$
|
1,663
|
|
|
$
|
2,699
|
|
|
$
|
2,112
|
|
|
$
|
1,932
|
|
Stockholders' equity
|
$
|
4,167
|
|
|
$
|
5,301
|
|
|
$
|
5,297
|
|
|
$
|
5,183
|
|
|
$
|
4,346
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|||||||||||||||||||
(1) 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.
|
|||||||||||||||||||
(2) The above consolidated balance sheet includes Keysight which is presented as a discontinued operation until October 31, 2014. See Note 4, "Discontinued Operations" for additional information.
|
|||||||||||||||||||
(3) We made adjustments to correct immaterial misstatements within this selected financial data. For a detailed explanation of these adjustments, please refer to Note 2, "Revision of Prior Period Financial Statements". These adjustments also affected years 2012 and 2011. There was a $17 million decrease of income from continuing operations and $8 million decrease of income from discontinued operations, net of taxes in 2012. In addition, there was a $20 million increase of income from continuing operations and $4 million decrease of income from discontinued operations, net of taxes in 2011. Working Capital increased $11 million, $39 million and zero as of October 31, 2013, 2012 and 2011, respectively with total assets decreasing $78 million, $97 million and $8 million as of October 31, 2013, 2012 and 2011, respectively. Stockholders’ Equity increased $38 million as of October 31, 2011.
|
|
Years Ended October 31,
|
|
2015 over 2014
% Change |
|
2014 over 2013
% Change |
||||||||||
|
2015
|
|
2014
|
|
2013
|
|
|||||||||
|
(in millions)
|
|
|
|
|
||||||||||
Net revenue:
|
|
|
|
|
|
|
|
|
|
||||||
Products
|
$
|
3,146
|
|
|
$
|
3,185
|
|
|
$
|
3,083
|
|
|
(1)%
|
|
3%
|
Services and other
|
$
|
892
|
|
|
$
|
863
|
|
|
$
|
811
|
|
|
4%
|
|
6%
|
Total net revenue
|
$
|
4,038
|
|
|
$
|
4,048
|
|
|
$
|
3,894
|
|
|
—
|
|
4%
|
|
Years Ended October 31,
|
|
2015 over 2014
Ppts Change |
|
2014 over 2013
Ppts Change |
|||||||
|
2015
|
|
2014
|
|
2013
|
|
||||||
% of total net revenue:
|
|
|
|
|
|
|
|
|
|
|||
Products
|
78
|
%
|
|
79
|
%
|
|
79
|
%
|
|
(1) ppt
|
|
—
|
Services and other
|
22
|
%
|
|
21
|
%
|
|
21
|
%
|
|
1 ppt
|
|
—
|
Total
|
100
|
%
|
|
100
|
%
|
|
100
|
%
|
|
|
|
|
|
Years Ended October 31,
|
|
2015 over 2014
Change |
|
2014 over 2013
Change |
|||||||
|
2015
|
|
2014
|
|
2013
|
|
||||||
Gross margin on products
|
52.5
|
%
|
|
50.8
|
%
|
|
50.6
|
%
|
|
2 ppts
|
|
—
|
Gross margin on services and other
|
43.8
|
%
|
|
41.6
|
%
|
|
43.0
|
%
|
|
2 ppts
|
|
(1) ppt
|
Total gross margin
|
50.5
|
%
|
|
48.8
|
%
|
|
49.0
|
%
|
|
2 ppts
|
|
—
|
Operating margin
|
12.9
|
%
|
|
10.4
|
%
|
|
9.9
|
%
|
|
3 ppts
|
|
1 ppt
|
(in millions)
|
|
|
|
|
|
|
|
|
|
||||||
Research and development
|
$
|
330
|
|
|
$
|
358
|
|
|
$
|
337
|
|
|
(8)%
|
|
6%
|
Selling, general and administrative
|
$
|
1,189
|
|
|
$
|
1,199
|
|
|
$
|
1,184
|
|
|
(1)%
|
|
1%
|
|
Years Ended October 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions)
|
||||||||||
Provision (benefit) for income taxes
|
$
|
42
|
|
|
$
|
(3
|
)
|
|
$
|
68
|
|
|
Years Ended October 31,
|
|
2015 over 2014
Change |
|
2014 over 2013
Change |
||||||||||
|
2015
|
|
2014
|
|
2013
|
|
|||||||||
|
(in millions)
|
|
|
|
|
||||||||||
Net revenue
|
$
|
2,046
|
|
|
$
|
2,078
|
|
|
$
|
2,035
|
|
|
(2)%
|
|
2%
|
|
Years Ended October 31,
|
|
2015 over 2014
Change |
|
2014 over 2013
Change |
|||||||
|
2015
|
|
2014
|
|
2013
|
|
||||||
Total gross margin
|
56.2
|
%
|
|
55.8
|
%
|
|
53.9
|
%
|
|
—
|
|
2 ppts
|
Operating margin
|
18.6
|
%
|
|
17.7
|
%
|
|
16.6
|
%
|
|
1 ppt
|
|
1 ppt
|
(in millions)
|
|
|
|
|
|
|
|
|
|
||||||
Research and development
|
$
|
192
|
|
|
$
|
215
|
|
|
$
|
207
|
|
|
(10)%
|
|
4%
|
Selling, general and administrative
|
$
|
576
|
|
|
$
|
576
|
|
|
$
|
551
|
|
|
—
|
|
4%
|
Income from operations
|
$
|
380
|
|
|
$
|
369
|
|
|
$
|
338
|
|
|
3%
|
|
9%
|
|
Years Ended October 31,
|
|
2015 over 2014
Change |
|
2014 over 2013
Change |
||||||||||
|
2015
|
|
2014
|
|
2013
|
|
|||||||||
|
(in millions)
|
|
|
|
|
||||||||||
Net revenue
|
$
|
662
|
|
|
$
|
663
|
|
|
$
|
635
|
|
|
—
|
|
5%
|
|
Years Ended October 31,
|
|
2015 over 2014
Change |
|
2014 over 2013
Change |
|||||||
|
2015
|
|
2014
|
|
2013
|
|
||||||
Total gross margin
|
54.4
|
%
|
|
56.4
|
%
|
|
60.1
|
%
|
|
(2) ppts
|
|
(4) ppts
|
Operating margin
|
13.3
|
%
|
|
14.0
|
%
|
|
15.0
|
%
|
|
(1) ppt
|
|
(1) ppt
|
(in millions)
|
|
|
|
|
|
|
|
|
|
||||||
Research and development
|
$
|
78
|
|
|
$
|
86
|
|
|
$
|
83
|
|
|
(10)%
|
|
3%
|
Selling, general and administrative
|
$
|
195
|
|
|
$
|
195
|
|
|
$
|
202
|
|
|
—
|
|
(4)%
|
Income from operations
|
$
|
88
|
|
|
$
|
93
|
|
|
$
|
95
|
|
|
(5)%
|
|
(3)%
|
|
Years Ended October 31,
|
|
2015 over 2014
Change |
|
2014 over 2013
Change |
||||||||||
|
2015
|
|
2014
|
|
2013
|
|
|||||||||
|
(in millions)
|
|
|
|
|
||||||||||
Total net revenue
|
$
|
1,330
|
|
|
$
|
1,307
|
|
|
$
|
1,224
|
|
|
2%
|
|
7%
|
|
Years Ended October 31,
|
|
2015 over 2014
Change |
|
2014 over 2013
Change |
|||||||
|
2015
|
|
2014
|
|
2013
|
|
||||||
Total gross margin
|
49.6
|
%
|
|
48.5
|
%
|
|
48.7
|
%
|
|
1 ppt
|
|
—
|
Operating margin
|
22.5
|
%
|
|
23.0
|
%
|
|
24.4
|
%
|
|
(1) ppt
|
|
(1) ppt
|
(in millions)
|
|
|
|
|
|
|
|
|
|
||||||
Research and development
|
$
|
46
|
|
|
$
|
45
|
|
|
$
|
31
|
|
|
3%
|
|
45%
|
Selling, general and administrative
|
$
|
315
|
|
|
$
|
287
|
|
|
$
|
266
|
|
|
10%
|
|
8%
|
Income from operations
|
$
|
299
|
|
|
$
|
301
|
|
|
$
|
299
|
|
|
(1)%
|
|
1%
|
|
Less than one
year
|
|
One to three years
|
|
Three to five years
|
|
More than five years
|
||||||||
Operating leases
|
$
|
35
|
|
|
$
|
54
|
|
|
$
|
26
|
|
|
$
|
34
|
|
Commitments to contract manufacturers and suppliers
|
581
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Other purchase commitments
|
53
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Retirement plans
|
26
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
$
|
695
|
|
|
$
|
54
|
|
|
$
|
26
|
|
|
$
|
34
|
|
|
Less than one
year
|
|
One to three years
|
|
Three to five years
|
|
More than five years
|
||||||||
Senior notes
|
$
|
—
|
|
|
$
|
100
|
|
|
$
|
500
|
|
|
$
|
1,000
|
|
Other debt
|
—
|
|
|
—
|
|
|
—
|
|
|
38
|
|
||||
Interest expense
|
68
|
|
|
132
|
|
|
123
|
|
|
96
|
|
||||
Total
|
$
|
68
|
|
|
$
|
232
|
|
|
$
|
623
|
|
|
$
|
1,134
|
|
Index to Consolidated Financial Statements
|
|
Page
|
|
|
|
Consolidated Financial Statements:
|
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
||
|
/s/ PRICEWATERHOUSECOOPERS LLP
|
|
|
|
San Jose, California
|
|
December 18, 2015
|
|
|
Years Ended October 31,
|
||||||||||
|
2015
|
|
2014 (As Revised)
|
|
2013 (As Revised)
|
||||||
|
(in millions, except per
share data)
|
||||||||||
Net revenue:
|
|
|
|
|
|
||||||
Products
|
$
|
3,146
|
|
|
$
|
3,185
|
|
|
$
|
3,083
|
|
Services and other
|
892
|
|
|
863
|
|
|
811
|
|
|||
Total net revenue
|
4,038
|
|
|
4,048
|
|
|
3,894
|
|
|||
Costs and expenses:
|
|
|
|
|
|
||||||
Cost of products
|
1,496
|
|
|
1,568
|
|
|
1,525
|
|
|||
Cost of services and other
|
501
|
|
|
504
|
|
|
462
|
|
|||
Total costs
|
1,997
|
|
|
2,072
|
|
|
1,987
|
|
|||
Research and development
|
330
|
|
|
358
|
|
|
337
|
|
|||
Selling, general and administrative
|
1,189
|
|
|
1,199
|
|
|
1,184
|
|
|||
Total costs and expenses
|
3,516
|
|
|
3,629
|
|
|
3,508
|
|
|||
Income from operations
|
522
|
|
|
419
|
|
|
386
|
|
|||
Interest income
|
7
|
|
|
9
|
|
|
7
|
|
|||
Interest expense
|
(66
|
)
|
|
(110
|
)
|
|
(107
|
)
|
|||
Other income (expense), net
|
17
|
|
|
(89
|
)
|
|
7
|
|
|||
Income from continuing operations before taxes
|
480
|
|
|
229
|
|
|
293
|
|
|||
Provision (benefit) for income taxes
|
42
|
|
|
(3
|
)
|
|
68
|
|
|||
Income from continuing operations
|
438
|
|
|
232
|
|
|
225
|
|
|||
Income (loss) from discontinued operations, net of tax expense (benefit) of $(2), $100 and $57
|
$
|
(37
|
)
|
|
$
|
317
|
|
|
$
|
509
|
|
Net income
|
$
|
401
|
|
|
$
|
549
|
|
|
$
|
734
|
|
|
|
|
|
|
|
||||||
Net income per share - basic:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
1.32
|
|
|
$
|
0.70
|
|
|
$
|
0.66
|
|
Income (loss) from discontinued operations
|
(0.12
|
)
|
|
0.95
|
|
|
1.49
|
|
|||
Net income per share - basic
|
$
|
1.20
|
|
|
$
|
1.65
|
|
|
$
|
2.15
|
|
|
|
|
|
|
|
||||||
Net income per share - diluted:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
1.31
|
|
|
$
|
0.69
|
|
|
$
|
0.65
|
|
Income (loss) from discontinued operations
|
(0.11
|
)
|
|
0.93
|
|
|
1.48
|
|
|||
Net income per share - diluted
|
$
|
1.20
|
|
|
$
|
1.62
|
|
|
$
|
2.13
|
|
|
|
|
|
|
|
||||||
Weighted average shares used in computing net income per share:
|
|
|
|
|
|
||||||
Basic
|
333
|
|
|
333
|
|
|
341
|
|
|||
Diluted
|
335
|
|
|
338
|
|
|
345
|
|
|||
|
|
|
|
|
|
||||||
Cash dividends declared per common share
|
$
|
0.400
|
|
|
$
|
0.528
|
|
|
$
|
0.460
|
|
|
Years Ended October 31,
|
|||||||||||
|
2015
|
|
2014 (As Revised)
|
|
2013 (As Revised)
|
|
||||||
|
|
|
|
|
|
|
||||||
Net income
|
$
|
401
|
|
|
$
|
549
|
|
|
$
|
734
|
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
||||||
Unrealized gain on investments, net of tax (expense) benefit of $0, $(1) and $(2)
|
—
|
|
|
11
|
|
|
7
|
|
|
|||
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 $(3), $(5) and $(2)
|
8
|
|
|
8
|
|
|
8
|
|
|
|||
Amounts reclassified into earnings related to derivative instruments, net of tax benefit of $6, $0 and $3
|
(12
|
)
|
|
1
|
|
|
(10
|
)
|
|
|||
Foreign currency translation, net of tax benefit of $24, $8 and $8
|
(336
|
)
|
|
(269
|
)
|
|
1
|
|
|
|||
Net defined benefit pension cost and post retirement plan costs:
|
|
|
|
|
|
|
||||||
Change in actuarial net loss, net of tax (expense) benefit of $17, $65, and $(114)
|
(38
|
)
|
|
(143
|
)
|
|
228
|
|
|
|||
Change in net prior service benefit, net of tax benefit of $6, $16, and $16
|
(11
|
)
|
|
(32
|
)
|
|
(32
|
)
|
|
|||
Other comprehensive income (loss)
|
(389
|
)
|
|
(425
|
)
|
|
202
|
|
|
|||
Total comprehensive income
|
$
|
12
|
|
|
$
|
124
|
|
|
$
|
936
|
|
|
|
October 31,
|
||||||
|
2015
|
|
2014 (As Revised)
|
||||
|
(in millions, except
par value and
share data)
|
||||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
2,003
|
|
|
$
|
2,218
|
|
Short-term restricted cash and cash equivalents
|
242
|
|
|
—
|
|
||
Accounts receivable, net
|
606
|
|
|
626
|
|
||
Inventory
|
541
|
|
|
574
|
|
||
Other current assets
|
294
|
|
|
263
|
|
||
Current assets of discontinued operations
|
—
|
|
|
1,828
|
|
||
Total current assets
|
3,686
|
|
|
5,509
|
|
||
Property, plant and equipment, net
|
604
|
|
|
631
|
|
||
Goodwill
|
2,366
|
|
|
2,507
|
|
||
Other intangible assets, net
|
445
|
|
|
649
|
|
||
Long-term investments
|
86
|
|
|
96
|
|
||
Other assets
|
292
|
|
|
268
|
|
||
Non-current assets of discontinued operations
|
—
|
|
|
1,155
|
|
||
Total assets
|
$
|
7,479
|
|
|
$
|
10,815
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
279
|
|
|
$
|
302
|
|
Employee compensation and benefits
|
221
|
|
|
228
|
|
||
Deferred revenue
|
258
|
|
|
260
|
|
||
Other accrued liabilities
|
218
|
|
|
279
|
|
||
Current liabilities of discontinued operations
|
—
|
|
|
623
|
|
||
Total current liabilities
|
976
|
|
|
1,692
|
|
||
Long-term debt
|
1,655
|
|
|
1,663
|
|
||
Retirement and post-retirement benefits
|
264
|
|
|
209
|
|
||
Other long-term liabilities
|
414
|
|
|
513
|
|
||
Long-term liabilities of discontinued operations
|
—
|
|
|
1,434
|
|
||
Total liabilities
|
3,309
|
|
|
5,511
|
|
||
Commitments and contingencies (Note 18)
|
|
|
|
|
|
||
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; 611 million shares at October 31, 2015 and 608 million shares at October 31, 2014 issued
|
6
|
|
|
6
|
|
||
Treasury stock at cost; 279 million shares at October 31, 2015 and 273 million shares at October 31, 2014
|
(10,074
|
)
|
|
(9,807
|
)
|
||
Additional paid-in-capital
|
9,045
|
|
|
8,967
|
|
||
Retained earnings
|
5,581
|
|
|
6,469
|
|
||
Accumulated other comprehensive loss
|
(391
|
)
|
|
(334
|
)
|
||
Total stockholders' equity
|
4,167
|
|
|
5,301
|
|
||
Non-controlling interest
|
3
|
|
|
3
|
|
||
Total equity
|
4,170
|
|
|
5,304
|
|
||
Total liabilities and equity
|
$
|
7,479
|
|
|
$
|
10,815
|
|
|
Years Ended October 31,
|
||||||||||
|
2015
|
|
2014 (As Revised)
|
|
2013 (As Revised)
|
||||||
|
(in millions)
|
||||||||||
Cash flows from operating activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
401
|
|
|
$
|
549
|
|
|
$
|
734
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization
|
253
|
|
|
384
|
|
|
372
|
|
|||
Accelerated amortization of interest rate swap gain (due to early redemption of debt)
|
—
|
|
|
(22
|
)
|
|
—
|
|
|||
Share-based compensation
|
54
|
|
|
96
|
|
|
85
|
|
|||
Excess tax benefit from share-based plans
|
(8
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|||
Deferred taxes
|
70
|
|
|
(192
|
)
|
|
(4
|
)
|
|||
Excess and obsolete inventory and inventory related charges
|
30
|
|
|
79
|
|
|
48
|
|
|||
Non-cash restructuring and asset impairment charges
|
3
|
|
|
23
|
|
|
3
|
|
|||
Net gain on sale of investments
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||
Net (gain) loss on sale of assets and divestitures
|
3
|
|
|
(10
|
)
|
|
3
|
|
|||
Other
|
13
|
|
|
10
|
|
|
3
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable, net
|
(24
|
)
|
|
(119
|
)
|
|
14
|
|
|||
Inventory
|
(24
|
)
|
|
(99
|
)
|
|
(100
|
)
|
|||
Accounts payable
|
(26
|
)
|
|
50
|
|
|
(27
|
)
|
|||
Employee compensation and benefits
|
8
|
|
|
9
|
|
|
16
|
|
|||
Other assets and liabilities
|
(262
|
)
|
|
(45
|
)
|
|
8
|
|
|||
Net cash provided by operating activities
|
491
|
|
|
711
|
|
|
1,152
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
||||||
Investments in property, plant and equipment
|
(98
|
)
|
|
(205
|
)
|
|
(195
|
)
|
|||
Proceeds from the sale of property, plant and equipment
|
12
|
|
|
14
|
|
|
2
|
|
|||
Proceeds from the sale of investment securities
|
—
|
|
|
1
|
|
|
12
|
|
|||
Proceeds from divestitures
|
3
|
|
|
2
|
|
|
—
|
|
|||
Payment to acquire equity method investment
|
(1
|
)
|
|
(25
|
)
|
|
(21
|
)
|
|||
Payment in exchange for convertible note
|
(2
|
)
|
|
—
|
|
|
—
|
|
|||
Purchase of other investments
|
—
|
|
|
—
|
|
|
(25
|
)
|
|||
Change in restricted cash, cash equivalents and investments, net
|
(240
|
)
|
|
(4
|
)
|
|
—
|
|
|||
Acquisitions of businesses and intangible assets, net of cash acquired
|
(74
|
)
|
|
(13
|
)
|
|
(21
|
)
|
|||
Net cash used in investing activities
|
(400
|
)
|
|
(230
|
)
|
|
(248
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
||||||
Issuance of common stock under employee stock plans
|
58
|
|
|
188
|
|
|
161
|
|
|||
Treasury stock repurchases
|
(267
|
)
|
|
(200
|
)
|
|
(900
|
)
|
|||
Payment of dividends
|
(133
|
)
|
|
(176
|
)
|
|
(156
|
)
|
|||
Issuance of senior notes
|
—
|
|
|
1,099
|
|
|
597
|
|
|||
Debt issuance costs
|
—
|
|
|
(9
|
)
|
|
(5
|
)
|
|||
Repayment of senior notes
|
—
|
|
|
(1,000
|
)
|
|
(250
|
)
|
|||
Purchase of non-controlling interest
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||
Proceeds from debts and credit facility
|
—
|
|
|
87
|
|
|
—
|
|
|||
Net transfer of cash and cash equivalents to Keysight
|
(734
|
)
|
|
—
|
|
|
—
|
|
|||
Repayment of debts and credit facility
|
—
|
|
|
(87
|
)
|
|
—
|
|
|||
Excess tax benefit from share-based plans
|
8
|
|
|
1
|
|
|
2
|
|
|||
Net cash used in financing activities
|
(1,068
|
)
|
|
(97
|
)
|
|
(554
|
)
|
|||
Effect of exchange rate movements
|
(48
|
)
|
|
(31
|
)
|
|
(26
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
(1,025
|
)
|
|
353
|
|
|
324
|
|
|||
Change in cash and cash equivalents within current assets of discontinued operations
|
810
|
|
|
—
|
|
|
—
|
|
|||
Cash and cash equivalents at beginning of year
|
2,218
|
|
|
2,675
|
|
|
2,351
|
|
|||
Cash and cash equivalents at end of year
|
$
|
2,003
|
|
|
$
|
3,028
|
|
|
$
|
2,675
|
|
|
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, 2012
|
595,259
|
|
|
$
|
6
|
|
|
$
|
8,489
|
|
|
(248,786
|
)
|
|
$
|
(8,707
|
)
|
|
$
|
5,505
|
|
|
$
|
(111
|
)
|
|
$
|
5,182
|
|
|
$
|
3
|
|
|
$
|
5,185
|
|
Cumulative impact of revision, see Note 2 "Revision of Prior Period Financial Statements"
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
||||||||
Revised Balance as of October 31, 2012
|
595,259
|
|
|
$
|
6
|
|
|
$
|
8,477
|
|
|
(248,786
|
)
|
|
$
|
(8,707
|
)
|
|
$
|
5,518
|
|
|
$
|
(111
|
)
|
|
$
|
5,183
|
|
|
$
|
3
|
|
|
$
|
5,186
|
|
Components of comprehensive income, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
734
|
|
|
—
|
|
|
734
|
|
|
—
|
|
|
734
|
|
||||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
202
|
|
|
202
|
|
|
—
|
|
|
202
|
|
||||||||
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
936
|
|
|
|
|
936
|
|
|||||||||
Cash dividends declared ($0.46 per common share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(156
|
)
|
|
—
|
|
|
(156
|
)
|
|
—
|
|
|
(156
|
)
|
||||||||
Share-based awards issued
|
6,370
|
|
|
—
|
|
|
147
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
147
|
|
|
—
|
|
|
147
|
|
||||||||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(20,544
|
)
|
|
(900
|
)
|
|
—
|
|
|
—
|
|
|
(900
|
)
|
|
—
|
|
|
(900
|
)
|
||||||||
Tax benefits from share-based awards issued
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
85
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
85
|
|
|
—
|
|
|
85
|
|
||||||||
Balance as of October 31, 2013
|
601,629
|
|
|
$
|
6
|
|
|
$
|
8,711
|
|
|
(269,330
|
)
|
|
$
|
(9,607
|
)
|
|
$
|
6,096
|
|
|
$
|
91
|
|
|
$
|
5,297
|
|
|
$
|
3
|
|
|
$
|
5,300
|
|
Components of comprehensive income, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
549
|
|
|
—
|
|
|
549
|
|
|
—
|
|
|
549
|
|
||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(425
|
)
|
|
(425
|
)
|
|
—
|
|
|
(425
|
)
|
||||||||
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
124
|
|
|
|
|
124
|
|
|||||||||
Cash dividends declared ($0.528 per common share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(176
|
)
|
|
—
|
|
|
(176
|
)
|
|
—
|
|
|
(176
|
)
|
||||||||
Change in non-controlling interest
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Share-based awards issued
|
6,261
|
|
|
—
|
|
|
170
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
170
|
|
|
—
|
|
|
170
|
|
||||||||
Adjustment to cumulative excess tax benefits realized from share based awards issued, see Note 5, "Share-based Compensation"
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
(11
|
)
|
||||||||
Tax benefits 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
|
)
|
|
$
|
6,469
|
|
|
$
|
(334
|
)
|
|
$
|
5,301
|
|
|
$
|
3
|
|
|
$
|
5,304
|
|
Components of comprehensive income, net of tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
401
|
|
|
—
|
|
|
401
|
|
|
—
|
|
|
401
|
|
||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(389
|
)
|
|
(389
|
)
|
|
—
|
|
|
(389
|
)
|
||||||||
Total comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12
|
|
|
|
|
12
|
|
|||||||||
Cash dividends declared ($0.40 per common share)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(133
|
)
|
|
—
|
|
|
(133
|
)
|
|
—
|
|
|
(133
|
)
|
||||||||
Distribution of Keysight
|
—
|
|
|
—
|
|
|
(28
|
)
|
|
—
|
|
|
—
|
|
|
(1,156
|
)
|
|
332
|
|
|
(852
|
)
|
|
—
|
|
|
(852
|
)
|
||||||||
Share-based awards issued
|
2,964
|
|
|
—
|
|
|
44
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44
|
|
|
—
|
|
|
44
|
|
||||||||
Tax benefit from share based awards issued
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
||||||||
Repurchase of common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,471
|
)
|
|
(267
|
)
|
|
—
|
|
|
—
|
|
|
(267
|
)
|
|
—
|
|
|
(267
|
)
|
||||||||
Share-based compensation
|
—
|
|
|
—
|
|
|
54
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
54
|
|
|
—
|
|
|
54
|
|
||||||||
Balance as of October 31, 2015
|
610,854
|
|
|
$
|
6
|
|
|
$
|
9,045
|
|
|
(279,395
|
)
|
|
$
|
(10,074
|
)
|
|
$
|
5,581
|
|
|
$
|
(391
|
)
|
|
$
|
4,167
|
|
|
$
|
3
|
|
|
$
|
4,170
|
|
|
October 31, 2014
|
||||||||||
|
As
Reported
|
|
Adjustments
|
|
As
Revised
|
||||||
|
(in millions)
|
||||||||||
Other current assets
|
$
|
261
|
|
|
$
|
2
|
|
|
$
|
263
|
|
Current assets of discontinued operations
|
$
|
1,821
|
|
|
7
|
|
|
$
|
1,828
|
|
|
Total current assets
|
$
|
5,500
|
|
|
9
|
|
|
$
|
5,509
|
|
|
Other assets
|
$
|
283
|
|
|
(15
|
)
|
|
$
|
268
|
|
|
Non-current assets of discontinued operations
|
$
|
1,165
|
|
|
(10
|
)
|
|
$
|
1,155
|
|
|
Total assets
|
$
|
10,831
|
|
|
$
|
(16
|
)
|
|
$
|
10,815
|
|
|
|
|
|
|
|
||||||
Other accrued liabilities
|
$
|
289
|
|
|
$
|
(10
|
)
|
|
$
|
279
|
|
Total current liabilities
|
$
|
1,702
|
|
|
$
|
(10
|
)
|
|
$
|
1,692
|
|
Other long-term liabilities
|
$
|
522
|
|
|
$
|
(9
|
)
|
|
$
|
513
|
|
Total liabilities
|
$
|
5,530
|
|
|
$
|
(19
|
)
|
|
$
|
5,511
|
|
|
|
|
|
|
|
||||||
Retained earnings
|
$
|
6,466
|
|
|
$
|
3
|
|
|
$
|
6,469
|
|
Total stockholders equity
|
$
|
5,298
|
|
|
$
|
3
|
|
|
$
|
5,301
|
|
|
Year Ended October 31, 2014
|
||||||||||||||
|
As Reported
|
|
Adjustments
|
|
Revised
|
|
Reclassified
for
Discontinued
Operations
|
||||||||
|
(in millions, except per share data)
|
||||||||||||||
Income before taxes
|
$
|
646
|
|
|
|
|
$
|
646
|
|
|
|
||||
Provision (benefit) for income taxes
|
142
|
|
|
(45
|
)
|
|
97
|
|
|
|
|||||
Income from continuing operations before taxes
|
|
|
|
|
|
|
229
|
|
|||||||
Provision for income taxes on continuing operations
|
|
|
|
|
|
|
(3
|
)
|
|||||||
Income from continuing operations
|
|
|
|
|
|
|
232
|
|
|||||||
Income from discontinued operations, net of tax expense of $100
|
|
|
|
|
|
|
317
|
|
|||||||
Net income
|
$
|
504
|
|
|
$
|
45
|
|
|
$
|
549
|
|
|
$
|
549
|
|
|
|
|
|
|
|
|
|
||||||||
Net income per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
1.51
|
|
|
$
|
0.14
|
|
|
$
|
1.65
|
|
|
|
||
Diluted
|
$
|
1.49
|
|
|
$
|
0.13
|
|
|
$
|
1.62
|
|
|
|
||
|
|
|
|
|
|
|
|
||||||||
Net income per share - basic
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
|
|
|
|
|
|
$
|
0.70
|
|
||||||
Income from discontinued operations
|
|
|
|
|
|
|
$
|
0.95
|
|
||||||
Net income per share - basic
|
|
|
|
|
|
|
$
|
1.65
|
|
||||||
|
|
|
|
|
|
|
|
||||||||
Net income per share - diluted
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
|
|
|
|
|
|
$
|
0.69
|
|
||||||
Income from discontinued operations
|
|
|
|
|
|
|
$
|
0.93
|
|
||||||
Net income per share - diluted
|
|
|
|
|
|
|
$
|
1.62
|
|
||||||
|
|
|
|
|
|
|
|
||||||||
Total comprehensive income
|
$
|
79
|
|
|
$
|
45
|
|
|
$
|
124
|
|
|
|
|
Year Ended October 31, 2013
|
||||||||||||||
|
As Reported
|
|
Adjustments
|
|
Revised
|
|
Reclassified
for
Discontinued
Operations
|
||||||||
|
(in millions, except per share data)
|
||||||||||||||
Income before taxes
|
$
|
859
|
|
|
|
|
$
|
859
|
|
|
|
||||
Provision (benefit) for income taxes
|
135
|
|
|
(10
|
)
|
|
125
|
|
|
|
|||||
Income from continuing operations before taxes
|
|
|
|
|
|
|
293
|
|
|||||||
Provision for income taxes on continuing operations
|
|
|
|
|
|
|
68
|
|
|||||||
Income from continuing operations
|
|
|
|
|
|
|
225
|
|
|||||||
Income from discontinued operations, net of tax expense of $57
|
|
|
|
|
|
|
509
|
|
|||||||
Net income
|
$
|
724
|
|
|
$
|
10
|
|
|
$
|
734
|
|
|
$
|
734
|
|
|
|
|
|
|
|
|
|
||||||||
Net income per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
2.12
|
|
|
$
|
0.03
|
|
|
$
|
2.15
|
|
|
|
||
Diluted
|
$
|
2.10
|
|
|
$
|
0.03
|
|
|
$
|
2.13
|
|
|
|
||
|
|
|
|
|
|
|
|
||||||||
Net income per share - basic
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
|
|
|
|
|
|
$
|
0.66
|
|
||||||
Income form discontinued operations
|
|
|
|
|
|
|
$
|
1.49
|
|
||||||
Net income per share - basic
|
|
|
|
|
|
|
$
|
2.15
|
|
||||||
|
|
|
|
|
|
|
|
||||||||
Net income per share - diluted
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
|
|
|
|
|
|
$
|
0.65
|
|
||||||
Income form discontinued operations
|
|
|
|
|
|
|
$
|
1.48
|
|
||||||
Net income per share - diluted
|
|
|
|
|
|
|
$
|
2.13
|
|
||||||
|
|
|
|
|
|
|
|
||||||||
Total comprehensive income
|
$
|
926
|
|
|
$
|
10
|
|
|
$
|
936
|
|
|
|
|
Year Ended October 31, 2014
|
||||||||||
|
As
Reported
|
|
Adjustments
|
|
As
Revised
|
||||||
|
(in millions)
|
||||||||||
Net income
|
$
|
504
|
|
|
$
|
45
|
|
|
$
|
549
|
|
Deferred taxes
|
$
|
(132
|
)
|
|
$
|
(60
|
)
|
|
$
|
(192
|
)
|
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Other assets and liabilities
|
$
|
(60
|
)
|
|
$
|
15
|
|
|
$
|
(45
|
)
|
|
Year Ended October 31, 2013
|
||||||||||
|
As
Reported
|
|
Adjustments
|
|
As
Revised
|
||||||
|
(in millions)
|
||||||||||
Net income
|
$
|
724
|
|
|
$
|
10
|
|
|
$
|
734
|
|
Deferred taxes
|
$
|
31
|
|
|
(35
|
)
|
|
$
|
(4
|
)
|
|
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Other assets and liabilities
|
$
|
(17
|
)
|
|
25
|
|
|
$
|
8
|
|
|
Years Ended October 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions)
|
||||||||||
Net revenue
|
$
|
—
|
|
|
$
|
2,933
|
|
|
$
|
2,888
|
|
Costs and expenses
|
39
|
|
|
2,521
|
|
|
2,323
|
|
|||
Operating income (loss)
|
(39
|
)
|
|
412
|
|
|
565
|
|
|||
Other income (expense), net
|
—
|
|
|
5
|
|
|
1
|
|
|||
Income (loss) from discontinued operations before tax
|
(39
|
)
|
|
417
|
|
|
566
|
|
|||
Provision (benefit) for income taxes
|
(2
|
)
|
|
100
|
|
|
57
|
|
|||
Net income (loss) from discontinued operations
|
$
|
(37
|
)
|
|
$
|
317
|
|
|
$
|
509
|
|
|
October 31, 2014
|
||
|
(in millions)
|
||
Assets:
|
|
||
Cash and cash equivalents
|
$
|
810
|
|
Accounts receivable, net
|
357
|
|
|
Inventory
|
498
|
|
|
Other current assets
|
163
|
|
|
Current assets of discontinued operations
|
1,828
|
|
|
Property, plant and equipment, net
|
470
|
|
|
Goodwill
|
392
|
|
|
Other intangible assets, net
|
18
|
|
|
Long-term investments
|
63
|
|
|
Other assets
|
212
|
|
|
Non-current assets of discontinued operations
|
1,155
|
|
|
Total assets of discontinued operations
|
$
|
2,983
|
|
Liabilities:
|
|
||
Accounts payable
|
$
|
173
|
|
Employee compensation and benefits
|
167
|
|
|
Deferred revenue
|
175
|
|
|
Other accrued liabilities
|
108
|
|
|
Current liabilities of discontinued operations
|
623
|
|
|
Long-term debt
|
1,099
|
|
|
Retirement and post-retirement benefits
|
213
|
|
|
Other long-term liabilities
|
122
|
|
|
Long-term liabilities of discontinued operations
|
1,434
|
|
|
Total liabilities of discontinued operations
|
$
|
2,057
|
|
|
Years Ended October 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions)
|
||||||||||
Cost of products and services
|
$
|
11
|
|
|
$
|
13
|
|
|
$
|
12
|
|
Research and development
|
5
|
|
|
7
|
|
|
5
|
|
|||
Selling, general and administrative
|
39
|
|
|
39
|
|
|
34
|
|
|||
Share-based compensation expense in continuing operations
|
55
|
|
|
59
|
|
|
51
|
|
|||
Share-based compensation expense in discontinued operations
|
—
|
|
|
39
|
|
|
37
|
|
|||
Total share-based compensation expense
|
$
|
55
|
|
|
$
|
98
|
|
|
$
|
88
|
|
|
Years Ended October 31,
|
||||
|
2015
|
|
2014
|
|
2013
|
Stock Option Plans:
|
|
|
|
|
|
Weighted average risk-free interest rate
|
1.75%
|
|
1.69%
|
|
0.86%
|
Dividend yield
|
1%
|
|
1%
|
|
1%
|
Weighted average volatility
|
28%
|
|
39%
|
|
39%
|
Expected life
|
5.5 years
|
|
5.8 years
|
|
5.8 years
|
LTPP:
|
|
|
|
|
|
Volatility of Agilent shares
|
25%
|
|
36%
|
|
37%
|
Volatility of selected peer-company shares
|
12%-57%
|
|
13%-57%
|
|
6%-64%
|
Price-wise correlation with selected peers
|
37%
|
|
47%
|
|
49%
|
|
Options
Outstanding
|
|
Weighted
Average
Exercise Price
|
|||
|
(in thousands)
|
|
|
|||
Outstanding at October 31, 2014
|
6,584
|
|
|
$
|
27
|
|
Granted
|
1,347
|
|
|
$
|
41
|
|
Exercised
|
(1,925
|
)
|
|
$
|
24
|
|
Cancelled/Forfeited/Expired
|
(294
|
)
|
|
$
|
35
|
|
Outstanding at October 31, 2015
|
5,712
|
|
|
$
|
31
|
|
|
Options
Cancelled
|
|
Weighted
Average
Exercise Price
|
|||
|
(in thousands)
|
|
|
|||
Forfeited
|
277
|
|
|
$
|
36
|
|
Expired
|
17
|
|
|
$
|
20
|
|
Total Options Cancelled during 2015
|
294
|
|
|
$
|
35
|
|
|
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
|
1,120
|
|
|
1.9
|
|
$
|
21
|
|
|
$
|
18,873
|
|
|
1,120
|
|
|
1.9
|
|
$
|
21
|
|
|
$
|
18,873
|
|
$25.01 - 30
|
2,425
|
|
|
6.1
|
|
$
|
26
|
|
|
27,504
|
|
|
1,539
|
|
|
5.7
|
|
$
|
26
|
|
|
17,545
|
|
||
$30.01 - 40
|
921
|
|
|
8.1
|
|
$
|
39
|
|
|
—
|
|
|
224
|
|
|
8.1
|
|
$
|
39
|
|
|
—
|
|
||
$40.01 - over
|
1,246
|
|
|
9.1
|
|
$
|
41
|
|
|
—
|
|
|
13
|
|
|
8.6
|
|
$
|
41
|
|
|
—
|
|
||
|
5,712
|
|
|
6.2
|
|
$
|
31
|
|
|
$
|
46,377
|
|
|
2,896
|
|
|
4.4
|
|
$
|
25
|
|
|
$
|
36,418
|
|
|
Aggregate
Intrinsic Value
|
|
Weighted
Average
Exercise
Price
|
|
Per Share Value Using
Black-Scholes
Model
|
||||||
|
(in thousands)
|
|
|
|
|
||||||
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
|
|
||
Options exercised in fiscal 2015
|
$
|
33,258
|
|
|
$
|
24
|
|
|
|
|
|
Black-Scholes per share value of options granted during fiscal 2015
|
|
|
|
|
|
|
$
|
11
|
|
|
Shares
|
|
Weighted
Average
Grant Price
|
|||
|
(in thousands)
|
|
|
|||
Non-vested at October 31, 2014
|
2,750
|
|
|
$
|
32
|
|
Granted
|
955
|
|
|
$
|
42
|
|
Vested
|
(1,016
|
)
|
|
$
|
30
|
|
Forfeited
|
(159
|
)
|
|
$
|
36
|
|
Change in LTPP shares vested in the year due to performance conditions
|
(113
|
)
|
|
$
|
—
|
|
Non-vested at October 31, 2015
|
2,417
|
|
|
$
|
36
|
|
|
Years Ended October 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions)
|
||||||||||
U.S. operations
|
$
|
77
|
|
|
$
|
(72
|
)
|
|
$
|
5
|
|
Non-U.S. operations
|
403
|
|
|
301
|
|
|
288
|
|
|||
Total income from continuing operations before taxes
|
$
|
480
|
|
|
$
|
229
|
|
|
$
|
293
|
|
|
Years Ended October 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions)
|
||||||||||
U.S. federal taxes:
|
|
|
|
|
|
||||||
Current
|
$
|
(91
|
)
|
|
$
|
17
|
|
|
$
|
13
|
|
Deferred
|
97
|
|
|
(80
|
)
|
|
3
|
|
|||
Non-U.S. taxes:
|
|
|
|
|
|
||||||
Current
|
62
|
|
|
176
|
|
|
88
|
|
|||
Deferred
|
(27
|
)
|
|
(111
|
)
|
|
(43
|
)
|
|||
State taxes, net of federal benefit:
|
|
|
|
|
|
||||||
Current
|
1
|
|
|
—
|
|
|
2
|
|
|||
Deferred
|
—
|
|
|
(5
|
)
|
|
5
|
|
|||
Total provision (benefit)
|
$
|
42
|
|
|
$
|
(3
|
)
|
|
$
|
68
|
|
|
October 31,
|
||||||||||||||
|
2015
|
|
2014
|
||||||||||||
|
Deferred
Tax Assets
|
|
Deferred Tax
Liabilities
|
|
Deferred
Tax Assets
|
|
Deferred Tax
Liabilities
|
||||||||
|
(in millions)
|
||||||||||||||
Inventory
|
$
|
13
|
|
|
$
|
—
|
|
|
$
|
18
|
|
|
$
|
—
|
|
Intangibles
|
—
|
|
|
95
|
|
|
—
|
|
|
142
|
|
||||
Property, plant and equipment
|
17
|
|
|
—
|
|
|
18
|
|
|
—
|
|
||||
Warranty reserves
|
11
|
|
|
—
|
|
|
9
|
|
|
—
|
|
||||
Pension benefits and retiree medical benefits
|
93
|
|
|
—
|
|
|
85
|
|
|
—
|
|
||||
Employee benefits, other than retirement
|
26
|
|
|
—
|
|
|
27
|
|
|
—
|
|
||||
Net operating loss, capital loss, and credit carryforwards
|
173
|
|
|
—
|
|
|
176
|
|
|
—
|
|
||||
Unremitted earnings of foreign subsidiaries
|
—
|
|
|
33
|
|
|
—
|
|
|
44
|
|
||||
Share-based compensation
|
39
|
|
|
—
|
|
|
41
|
|
|
—
|
|
||||
Deferred revenue
|
41
|
|
|
—
|
|
|
41
|
|
|
—
|
|
||||
Other
|
4
|
|
|
—
|
|
|
9
|
|
|
3
|
|
||||
Subtotal
|
417
|
|
|
128
|
|
|
424
|
|
|
189
|
|
||||
Tax valuation allowance
|
(131
|
)
|
|
—
|
|
|
(134
|
)
|
|
—
|
|
||||
Total deferred tax assets or deferred tax liabilities
|
$
|
286
|
|
|
$
|
128
|
|
|
$
|
290
|
|
|
$
|
189
|
|
|
October 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in millions)
|
||||||
Current deferred tax assets (included within other current assets)
|
$
|
84
|
|
|
$
|
88
|
|
Long-term deferred tax assets (included within other assets)
|
180
|
|
|
145
|
|
||
Current deferred tax liabilities (included within other accrued liabilities)
|
(10
|
)
|
|
(7
|
)
|
||
Long-term deferred tax liabilities (included within other long-term liabilities)
|
(96
|
)
|
|
(125
|
)
|
||
Total
|
$
|
158
|
|
|
$
|
101
|
|
|
Years Ended October 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions)
|
||||||||||
Profit before tax times statutory rate
|
$
|
167
|
|
|
$
|
80
|
|
|
$
|
103
|
|
State income taxes, net of federal benefit
|
(8
|
)
|
|
(7
|
)
|
|
5
|
|
|||
Non-U.S. income taxed at different rates
|
(72
|
)
|
|
(39
|
)
|
|
(34
|
)
|
|||
Change in unrecognized U.S. tax benefits
|
(116
|
)
|
|
(111
|
)
|
|
—
|
|
|||
Repatriation of foreign earnings
|
68
|
|
|
75
|
|
|
—
|
|
|||
Valuation allowances
|
(2
|
)
|
|
2
|
|
|
(8
|
)
|
|||
Transfer pricing adjustments for prior years
|
—
|
|
|
—
|
|
|
8
|
|
|||
Adjustment to income taxes payable
|
—
|
|
|
(6
|
)
|
|
—
|
|
|||
Other, net
|
5
|
|
|
3
|
|
|
(6
|
)
|
|||
Provision (benefit) for income taxes
|
$
|
42
|
|
|
$
|
(3
|
)
|
|
$
|
68
|
|
Effective tax rate
|
8.7
|
%
|
|
(1.3
|
)%
|
|
23.4
|
%
|
|
October 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in millions)
|
||||||
Current income tax assets (included within other current assets)
|
$
|
104
|
|
|
$
|
82
|
|
Long-term income tax assets (included within other assets)
|
20
|
|
|
45
|
|
||
Current income tax liabilities (included within other accrued liabilities)
|
(62
|
)
|
|
(100
|
)
|
||
Long-term income tax liabilities (included within other long-term liabilities)
|
(227
|
)
|
|
(285
|
)
|
||
Total
|
$
|
(165
|
)
|
|
$
|
(258
|
)
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions)
|
||||||||||
Balance, beginning of year
|
$
|
417
|
|
|
$
|
512
|
|
|
$
|
457
|
|
Additions for tax positions related to the current year
|
33
|
|
|
45
|
|
|
52
|
|
|||
Additions for tax positions from prior years
|
3
|
|
|
11
|
|
|
15
|
|
|||
Reductions for tax positions from prior years
|
(156
|
)
|
|
(141
|
)
|
|
(6
|
)
|
|||
Settlements with taxing authorities
|
(4
|
)
|
|
(2
|
)
|
|
(3
|
)
|
|||
Statute of limitations expirations
|
(4
|
)
|
|
(8
|
)
|
|
(3
|
)
|
|||
Balance, end of year
|
$
|
289
|
|
|
$
|
417
|
|
|
$
|
512
|
|
|
Years Ended October 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions)
|
||||||||||
Numerator:
|
|
|
|
|
|
||||||
Income from continuing operations
|
$
|
438
|
|
|
$
|
232
|
|
|
$
|
225
|
|
Income (loss) from discontinued operations
|
$
|
(37
|
)
|
|
$
|
317
|
|
|
$
|
509
|
|
Net income
|
401
|
|
|
549
|
|
|
734
|
|
|||
Denominators:
|
|
|
|
|
|
||||||
Basic weighted average shares
|
333
|
|
|
333
|
|
|
341
|
|
|||
Potential common shares — stock options and other employee stock plans
|
2
|
|
|
5
|
|
|
4
|
|
|||
Diluted weighted average shares
|
335
|
|
|
338
|
|
|
345
|
|
|
October 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in millions)
|
||||||
Finished goods
|
$
|
362
|
|
|
$
|
366
|
|
Purchased parts and fabricated assemblies
|
179
|
|
|
208
|
|
||
Inventory
|
$
|
541
|
|
|
$
|
574
|
|
|
October 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in millions)
|
||||||
Land
|
$
|
53
|
|
|
$
|
58
|
|
Buildings and leasehold improvements
|
705
|
|
|
714
|
|
||
Machinery and equipment
|
401
|
|
|
443
|
|
||
Software
|
168
|
|
|
154
|
|
||
Total property, plant and equipment
|
1,327
|
|
|
1,369
|
|
||
Accumulated depreciation and amortization
|
(723
|
)
|
|
(738
|
)
|
||
Property, plant and equipment, net
|
$
|
604
|
|
|
$
|
631
|
|
|
Life Sciences and Applied Markets
|
|
Diagnostics and Genomics
|
|
Agilent CrossLab
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Goodwill as of October 31, 2013
|
$
|
626
|
|
|
$
|
1,546
|
|
|
$
|
456
|
|
|
$
|
2,628
|
|
Foreign currency translation impact
|
42
|
|
|
(201
|
)
|
|
38
|
|
|
(121
|
)
|
||||
Goodwill as of October 31, 2014
|
$
|
668
|
|
|
$
|
1,345
|
|
|
$
|
494
|
|
|
$
|
2,507
|
|
Foreign currency translation impact
|
(18
|
)
|
|
(166
|
)
|
|
(12
|
)
|
|
(196
|
)
|
||||
Goodwill arising from acquisitions
|
—
|
|
|
55
|
|
|
—
|
|
|
55
|
|
||||
Goodwill as of October 31, 2015
|
$
|
650
|
|
|
$
|
1,234
|
|
|
$
|
482
|
|
|
$
|
2,366
|
|
|
Other Intangible Assets
|
||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
and Impairments
|
|
Net Book
Value
|
||||||
|
(in millions)
|
||||||||||
As of October 31, 2014:
|
|
|
|
|
|
||||||
Purchased technology
|
$
|
880
|
|
|
$
|
475
|
|
|
$
|
405
|
|
Trademark/Tradename
|
167
|
|
|
52
|
|
|
115
|
|
|||
Customer relationships
|
368
|
|
|
257
|
|
|
111
|
|
|||
Total amortizable intangible assets
|
$
|
1,415
|
|
|
$
|
784
|
|
|
$
|
631
|
|
In-Process R&D
|
18
|
|
|
—
|
|
|
18
|
|
|||
Total
|
$
|
1,433
|
|
|
$
|
784
|
|
|
$
|
649
|
|
As of October 31, 2015:
|
|
|
|
|
|
||||||
Purchased technology
|
$
|
746
|
|
|
$
|
476
|
|
|
$
|
270
|
|
Trademark/Tradename
|
141
|
|
|
50
|
|
|
91
|
|
|||
Customer relationships
|
230
|
|
|
168
|
|
|
62
|
|
|||
Total amortizable intangible assets
|
$
|
1,117
|
|
|
$
|
694
|
|
|
$
|
423
|
|
In-Process R&D
|
22
|
|
|
—
|
|
|
22
|
|
|||
Total
|
$
|
1,139
|
|
|
$
|
694
|
|
|
$
|
445
|
|
|
October 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in millions)
|
||||||
Long-Term
|
|
|
|
||||
Cost method investments
|
$
|
23
|
|
|
$
|
25
|
|
Trading securities
|
35
|
|
|
35
|
|
||
Equity method investments
|
28
|
|
|
36
|
|
||
Total
|
$
|
86
|
|
|
$
|
96
|
|
|
Years Ended October 31,
|
||||||||
|
2015
|
|
2014
|
|
2013
|
||||
|
(in millions)
|
||||||||
Equity method investments - share of losses
|
(9
|
)
|
|
$
|
(7
|
)
|
|
(2
|
)
|
|
|
|
Fair Value Measurement at
October 31, 2015 Using |
||||||||||||
|
October 31,
2015 |
|
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
|
(in millions)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Short-term
|
|
|
|
|
|
|
|
||||||||
Cash equivalents (money market funds)
|
$
|
1,411
|
|
|
$
|
1,411
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivative instruments (foreign exchange contracts)
|
4
|
|
|
—
|
|
|
4
|
|
|
—
|
|
||||
Long-term
|
|
|
|
|
|
|
|
||||||||
Trading securities
|
35
|
|
|
35
|
|
|
—
|
|
|
—
|
|
||||
Total assets measured at fair value
|
$
|
1,450
|
|
|
$
|
1,446
|
|
|
$
|
4
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Short-term
|
|
|
|
|
|
|
|
||||||||
Derivative instruments (foreign exchange contracts)
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
—
|
|
Long-term
|
|
|
|
|
|
|
|
||||||||
Deferred compensation liability
|
35
|
|
|
—
|
|
|
35
|
|
|
—
|
|
||||
Total liabilities measured at fair value
|
$
|
40
|
|
|
$
|
—
|
|
|
$
|
40
|
|
|
$
|
—
|
|
|
|
|
Fair Value Measurement at
October 31, 2014 Using
|
||||||||||||
|
October 31,
2014 |
|
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
|
(in millions)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Short-term
|
|
|
|
|
|
|
|
||||||||
Cash equivalents (money market funds)
|
$
|
1,117
|
|
|
$
|
1,117
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivative instruments (foreign exchange contracts)
|
10
|
|
|
—
|
|
|
10
|
|
|
—
|
|
||||
Long-term
|
|
|
|
|
|
|
|
||||||||
Trading securities
|
35
|
|
|
35
|
|
|
—
|
|
|
—
|
|
||||
Total assets measured at fair value
|
$
|
1,162
|
|
|
$
|
1,152
|
|
|
$
|
10
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Short-term
|
|
|
|
|
|
|
|
||||||||
Derivative instruments (foreign exchange contracts)
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
—
|
|
Long-term
|
|
|
|
|
|
|
|
||||||||
Deferred compensation liability
|
35
|
|
|
—
|
|
|
35
|
|
|
—
|
|
||||
Total liabilities measured at fair value
|
$
|
39
|
|
|
$
|
—
|
|
|
$
|
39
|
|
|
$
|
—
|
|
|
Years Ended
October 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions)
|
||||||||||
Long-lived assets held and used
|
$
|
3
|
|
|
$
|
23
|
|
|
$
|
1
|
|
Long-lived assets held for sale
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
|
Derivatives Designated as
Cash Flow Hedges |
|
Derivatives
Not
Designated
as Hedging
Instruments
|
||||||||
|
|
Forward
Contracts USD |
|
Forward
Contracts USD |
|
Forward Contracts DKK
|
||||||
Currency
|
|
Buy/(Sell)
|
|
Buy/(Sell)
|
|
Buy/(Sell)
|
||||||
|
|
(in millions)
|
||||||||||
Euro
|
|
$
|
(19
|
)
|
|
$
|
186
|
|
|
$
|
(60
|
)
|
British Pound
|
|
(15
|
)
|
|
(10
|
)
|
|
(4
|
)
|
|||
Canadian Dollar
|
|
(23
|
)
|
|
—
|
|
|
(2
|
)
|
|||
Australian Dollars
|
|
10
|
|
|
13
|
|
|
(3
|
)
|
|||
Malaysian Ringgit
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|||
Japanese Yen
|
|
(67
|
)
|
|
(5
|
)
|
|
(1
|
)
|
|||
American Dollar
|
|
—
|
|
|
—
|
|
|
33
|
|
|||
Other
|
|
(2
|
)
|
|
21
|
|
|
(9
|
)
|
|||
|
|
$
|
(116
|
)
|
|
$
|
201
|
|
|
$
|
(46
|
)
|
Fair Values of Derivative Instruments
|
||||||||||||||||||
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||
|
|
Fair Value
|
|
|
|
Fair Value
|
||||||||||||
Balance Sheet Location
|
|
October 31,
2015 |
|
October 31,
2014 |
|
Balance Sheet Location
|
|
October 31,
2015 |
|
October 31,
2014 |
||||||||
(in millions)
|
||||||||||||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash flow hedges
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other current assets
|
|
$
|
2
|
|
|
$
|
9
|
|
|
Other accrued liabilities
|
|
$
|
1
|
|
|
$
|
1
|
|
|
|
$
|
2
|
|
|
$
|
9
|
|
|
|
|
$
|
1
|
|
|
$
|
1
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other current assets
|
|
$
|
2
|
|
|
$
|
1
|
|
|
Other accrued liabilities
|
|
$
|
4
|
|
|
$
|
3
|
|
Total derivatives
|
|
$
|
4
|
|
|
$
|
10
|
|
|
|
|
$
|
5
|
|
|
$
|
4
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions)
|
||||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
||||||
Cash Flow Hedges
|
|
|
|
|
|
||||||
Gain recognized in accumulated other comprehensive income
|
$
|
11
|
|
|
$
|
13
|
|
|
$
|
10
|
|
Gain (loss) reclassified from accumulated other comprehensive income into cost of sales
|
$
|
18
|
|
|
$
|
(1
|
)
|
|
$
|
13
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
||||||
Gain (loss) recognized in other income (expense), net within continuing operations
|
$
|
(21
|
)
|
|
$
|
(20
|
)
|
|
$
|
10
|
|
|
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
|
|
Income statement expense/(reversal)
|
(2
|
)
|
—
|
|
8
|
|
6
|
|
||||
Asset impairments/inventory charges
|
—
|
|
—
|
|
(2
|
)
|
(2
|
)
|
||||
Cash payments
|
(10
|
)
|
—
|
|
(3
|
)
|
(13
|
)
|
||||
Balance as of October 31, 2015
|
$
|
2
|
|
$
|
—
|
|
$
|
6
|
|
$
|
8
|
|
|
Year Ended
|
|
Year Ended
|
||||
|
October 31,
|
|
October 31,
|
||||
|
2015
|
|
2014
|
||||
|
(in millions)
|
||||||
Cost of products and services
|
$
|
(2
|
)
|
|
$
|
48
|
|
Research and development
|
4
|
|
|
5
|
|
||
Selling, general and administrative
|
4
|
|
|
15
|
|
||
Total restructuring, asset impairments and other special charges
|
$
|
6
|
|
|
$
|
68
|
|
|
Pensions
|
|
U.S. Post-Retirement Benefit Plans
|
||||||||||||||||||||||||||||||||
|
U.S. Plans
|
|
Non-U.S. Plans
|
|
|||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||
|
(in millions)
|
||||||||||||||||||||||||||||||||||
Net periodic benefit cost (benefit)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Service cost — benefits earned during the period
|
$
|
25
|
|
|
$
|
46
|
|
|
$
|
44
|
|
|
$
|
18
|
|
|
$
|
36
|
|
|
$
|
36
|
|
|
$
|
2
|
|
|
$
|
3
|
|
|
$
|
4
|
|
Interest cost on benefit obligation
|
14
|
|
|
34
|
|
|
24
|
|
|
23
|
|
|
74
|
|
|
68
|
|
|
4
|
|
|
12
|
|
|
12
|
|
|||||||||
Expected return on plan assets
|
(27
|
)
|
|
(64
|
)
|
|
(51
|
)
|
|
(42
|
)
|
|
(118
|
)
|
|
(97
|
)
|
|
(8
|
)
|
|
(22
|
)
|
|
(20
|
)
|
|||||||||
Amortization of net actuarial loss
|
3
|
|
|
1
|
|
|
13
|
|
|
25
|
|
|
48
|
|
|
55
|
|
|
6
|
|
|
14
|
|
|
18
|
|
|||||||||
Amortization of prior service benefit
|
(5
|
)
|
|
(12
|
)
|
|
(12
|
)
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
(12
|
)
|
|
(35
|
)
|
|
(35
|
)
|
|||||||||
Total periodic benefit cost (benefit)
|
$
|
10
|
|
|
$
|
5
|
|
|
$
|
18
|
|
|
$
|
24
|
|
|
$
|
39
|
|
|
$
|
61
|
|
|
$
|
(8
|
)
|
|
$
|
(28
|
)
|
|
$
|
(21
|
)
|
Summary of total periodic benefit cost (benefit):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Continuing operations
|
$
|
10
|
|
|
$
|
2
|
|
|
$
|
9
|
|
|
$
|
24
|
|
|
$
|
27
|
|
|
$
|
38
|
|
|
$
|
(8
|
)
|
|
$
|
(14
|
)
|
|
$
|
(11
|
)
|
Discontinued operations
|
—
|
|
|
3
|
|
|
9
|
|
|
—
|
|
|
12
|
|
|
23
|
|
|
—
|
|
|
(14
|
)
|
|
(10
|
)
|
|||||||||
Total periodic benefit cost (benefit)
|
$
|
10
|
|
|
$
|
5
|
|
|
$
|
18
|
|
|
$
|
24
|
|
|
$
|
39
|
|
|
$
|
61
|
|
|
$
|
(8
|
)
|
|
$
|
(28
|
)
|
|
$
|
(21
|
)
|
Other changes in plan assets and benefit obligations recognized in other comprehensive (income) loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Net actuarial (gain) loss
|
$
|
44
|
|
|
$
|
86
|
|
|
$
|
(122
|
)
|
|
$
|
32
|
|
|
$
|
173
|
|
|
$
|
(85
|
)
|
|
$
|
16
|
|
|
$
|
12
|
|
|
$
|
(57
|
)
|
Amortization of net actuarial loss
|
(3
|
)
|
|
(1
|
)
|
|
(13
|
)
|
|
(25
|
)
|
|
(48
|
)
|
|
(55
|
)
|
|
(6
|
)
|
|
(14
|
)
|
|
(18
|
)
|
|||||||||
Prior service cost (benefit)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Amortization of prior service benefit
|
5
|
|
|
12
|
|
|
12
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
12
|
|
|
35
|
|
|
35
|
|
|||||||||
Foreign currency
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
(28
|
)
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||||
Total recognized in other comprehensive (income) loss
|
$
|
46
|
|
|
$
|
97
|
|
|
$
|
(123
|
)
|
|
$
|
17
|
|
|
$
|
96
|
|
|
$
|
(137
|
)
|
|
$
|
22
|
|
|
$
|
33
|
|
|
$
|
(40
|
)
|
Total recognized in net periodic benefit cost (benefit) and other comprehensive (income) loss
|
$
|
56
|
|
|
$
|
102
|
|
|
$
|
(105
|
)
|
|
$
|
41
|
|
|
$
|
135
|
|
|
$
|
(76
|
)
|
|
$
|
14
|
|
|
$
|
5
|
|
|
$
|
(61
|
)
|
|
U.S. Defined
Benefit Plans
|
|
Non-U.S. Defined
Benefit Plans
|
|
U.S.
Post-Retirement
Benefit Plans
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Change in fair value of plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value — beginning of year
|
$
|
837
|
|
|
$
|
782
|
|
|
$
|
2,108
|
|
|
$
|
2,045
|
|
|
$
|
284
|
|
|
$
|
288
|
|
Actual return on plan assets
|
6
|
|
|
64
|
|
|
53
|
|
|
180
|
|
|
2
|
|
|
18
|
|
||||||
Employer contributions
|
15
|
|
|
30
|
|
|
25
|
|
|
72
|
|
|
—
|
|
|
1
|
|
||||||
Participants' contributions
|
—
|
|
|
—
|
|
|
1
|
|
|
3
|
|
|
—
|
|
|
—
|
|
||||||
Benefits paid
|
(21
|
)
|
|
(39
|
)
|
|
(20
|
)
|
|
(62
|
)
|
|
(8
|
)
|
|
(23
|
)
|
||||||
Transfer due to Keysight separation
|
(490
|
)
|
|
—
|
|
|
(1,327
|
)
|
|
—
|
|
|
(187
|
)
|
|
—
|
|
||||||
Currency impact
|
—
|
|
|
—
|
|
|
(62
|
)
|
|
(130
|
)
|
|
—
|
|
|
—
|
|
||||||
Fair value — end of year
|
$
|
347
|
|
|
$
|
837
|
|
|
$
|
778
|
|
|
$
|
2,108
|
|
|
$
|
91
|
|
|
$
|
284
|
|
Change in benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Benefit obligation — beginning of year
|
$
|
889
|
|
|
$
|
763
|
|
|
$
|
2,344
|
|
|
$
|
2,199
|
|
|
$
|
309
|
|
|
$
|
307
|
|
Service cost
|
25
|
|
|
46
|
|
|
18
|
|
|
36
|
|
|
2
|
|
|
3
|
|
||||||
Interest cost
|
14
|
|
|
34
|
|
|
23
|
|
|
74
|
|
|
4
|
|
|
12
|
|
||||||
Participants' contributions
|
—
|
|
|
—
|
|
|
1
|
|
|
3
|
|
|
—
|
|
|
—
|
|
||||||
Plan amendment
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
||||||
Actuarial (gain) loss
|
23
|
|
|
85
|
|
|
40
|
|
|
236
|
|
|
11
|
|
|
10
|
|
||||||
Benefits paid
|
(22
|
)
|
|
(39
|
)
|
|
(20
|
)
|
|
(62
|
)
|
|
(8
|
)
|
|
(23
|
)
|
||||||
Transfer due to Keysight separation
|
(514
|
)
|
|
—
|
|
|
(1,429
|
)
|
|
—
|
|
|
(206
|
)
|
|
—
|
|
||||||
Currency impact
|
—
|
|
|
—
|
|
|
(77
|
)
|
|
(140
|
)
|
|
—
|
|
|
—
|
|
||||||
Benefit obligation — end of year
|
$
|
415
|
|
|
$
|
889
|
|
|
$
|
900
|
|
|
$
|
2,344
|
|
|
$
|
112
|
|
|
$
|
309
|
|
Overfunded (underfunded) status of PBO
|
$
|
(68
|
)
|
|
$
|
(52
|
)
|
|
$
|
(122
|
)
|
|
$
|
(236
|
)
|
|
$
|
(21
|
)
|
|
$
|
(25
|
)
|
Amounts recognized in the consolidated balance sheet consist of:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Continuing operations:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
26
|
|
|
$
|
22
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Employee compensation and benefits
|
(2
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Retirement and post-retirement benefits
|
(66
|
)
|
|
(28
|
)
|
|
(148
|
)
|
|
(147
|
)
|
|
(21
|
)
|
|
(6
|
)
|
||||||
Net asset (liability) - continuing operations
|
$
|
(68
|
)
|
|
$
|
(29
|
)
|
|
$
|
(122
|
)
|
|
$
|
(125
|
)
|
|
$
|
(21
|
)
|
|
$
|
(6
|
)
|
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Employee compensation and benefits
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
48
|
|
|
—
|
|
|
—
|
|
||||||
Retirement and post-retirement benefits
|
—
|
|
|
(22
|
)
|
|
—
|
|
|
(159
|
)
|
|
—
|
|
|
(19
|
)
|
||||||
Net asset (liability) - discontinued operations
|
$
|
—
|
|
|
$
|
(23
|
)
|
|
$
|
—
|
|
|
$
|
(111
|
)
|
|
$
|
—
|
|
|
$
|
(19
|
)
|
Total net asset (liability)
|
$
|
(68
|
)
|
|
$
|
(52
|
)
|
|
$
|
(122
|
)
|
|
$
|
(236
|
)
|
|
$
|
(21
|
)
|
|
$
|
(25
|
)
|
Amounts Recognized in Accumulated Other Comprehensive Income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Actuarial (gains) losses
|
$
|
73
|
|
|
$
|
77
|
|
|
$
|
256
|
|
|
$
|
621
|
|
|
$
|
49
|
|
|
$
|
118
|
|
Prior service costs (benefits)
|
(18
|
)
|
|
(55
|
)
|
|
—
|
|
|
(4
|
)
|
|
(40
|
)
|
|
(149
|
)
|
||||||
Total
|
$
|
55
|
|
|
$
|
22
|
|
|
$
|
256
|
|
|
$
|
617
|
|
|
$
|
9
|
|
|
$
|
(31
|
)
|
|
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
|
$
|
490
|
|
|
$
|
1,327
|
|
|
$
|
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
|
)
|
|
$
|
—
|
|
|
$
|
(10
|
)
|
Amortization of actuarial net loss (gain)
|
$
|
8
|
|
|
$
|
26
|
|
|
$
|
10
|
|
|
|
|
Fair Value Measurement
at October 31, 2015 Using |
||||||||||||
|
October 31,
2015 |
|
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
|
(in millions)
|
||||||||||||||
Cash and Cash Equivalents
|
$
|
3
|
|
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
—
|
|
Equity
|
258
|
|
|
61
|
|
|
197
|
|
|
—
|
|
||||
Fixed Income
|
76
|
|
|
22
|
|
|
54
|
|
|
—
|
|
||||
Other Investments
|
10
|
|
|
—
|
|
|
1
|
|
|
9
|
|
||||
Total assets measured at fair value
|
$
|
347
|
|
|
$
|
84
|
|
|
$
|
254
|
|
|
$
|
9
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
||||||||
Assets measured at fair value - continuing operations
|
$
|
347
|
|
|
$
|
73
|
|
|
$
|
260
|
|
|
$
|
14
|
|
Assets measured at fair value - discontinued operations
|
490
|
|
|
126
|
|
|
364
|
|
|
—
|
|
||||
Total assets measured at fair value
|
$
|
837
|
|
|
$
|
199
|
|
|
$
|
624
|
|
|
$
|
14
|
|
|
Years Ended
October 31.
|
||||||
|
2015
|
|
2014
|
||||
Balance, beginning of year
|
$
|
14
|
|
|
$
|
17
|
|
Realized gains/(losses)
|
(1
|
)
|
|
(1
|
)
|
||
Unrealized gains/(losses)
|
(2
|
)
|
|
2
|
|
||
Purchases, sales, issuances, and settlements
|
(2
|
)
|
|
(4
|
)
|
||
Transfers in (out)
|
—
|
|
|
—
|
|
||
Balance, end of year
|
$
|
9
|
|
|
$
|
14
|
|
|
|
|
Fair Value Measurement at
October 31, 2015 Using |
||||||||||||
|
October 31,
2015 |
|
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
|
(in millions)
|
||||||||||||||
Cash and Cash Equivalents
|
$
|
3
|
|
|
$
|
2
|
|
|
$
|
1
|
|
|
$
|
—
|
|
Equity
|
62
|
|
|
15
|
|
|
47
|
|
|
—
|
|
||||
Fixed Income
|
20
|
|
|
6
|
|
|
14
|
|
|
—
|
|
||||
Other Investments
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
||||
Total assets measured at fair value
|
$
|
91
|
|
|
$
|
23
|
|
|
$
|
62
|
|
|
$
|
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
|
$
|
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
|
|
|
|
|
|
|
|
|
|
||||||||
Assets measured at fair value - continuing operations
|
$
|
97
|
|
|
$
|
19
|
|
|
$
|
70
|
|
|
$
|
8
|
|
Assets measured at fair value - discontinued operations
|
187
|
|
|
49
|
|
|
138
|
|
|
—
|
|
||||
Total assets measured at fair value
|
$
|
284
|
|
|
$
|
68
|
|
|
$
|
208
|
|
|
$
|
8
|
|
|
Years Ended
October 31,
|
||||||
|
2015
|
|
2014
|
||||
Balance, beginning of year
|
$
|
8
|
|
|
$
|
10
|
|
Realized gains/(losses)
|
(1
|
)
|
|
(1
|
)
|
||
Unrealized gains/(losses)
|
—
|
|
|
1
|
|
||
Purchases, sales, issuances, and settlements
|
(1
|
)
|
|
(2
|
)
|
||
Transfers in (out)
|
—
|
|
|
—
|
|
||
Balance, end of year
|
$
|
6
|
|
|
$
|
8
|
|
|
|
|
Fair Value Measurement at
October 31, 2015 Using
|
||||||||||||
|
October 31,
2015 |
|
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
|
(in millions)
|
||||||||||||||
Cash and Cash Equivalents
|
$
|
3
|
|
|
$
|
1
|
|
|
$
|
2
|
|
|
$
|
—
|
|
Equity
|
396
|
|
|
172
|
|
|
224
|
|
|
—
|
|
||||
Fixed Income
|
379
|
|
|
13
|
|
|
366
|
|
|
—
|
|
||||
Other Investments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total assets measured at fair value
|
$
|
778
|
|
|
$
|
186
|
|
|
$
|
592
|
|
|
$
|
—
|
|
|
|
|
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
|
|
|
|
|
|
|
|
|
|
||||||||
Assets measured at fair value - continuing operations
|
$
|
790
|
|
|
$
|
200
|
|
|
$
|
586
|
|
|
$
|
4
|
|
Assets measured at fair value - discontinued operations
|
1,318
|
|
|
175
|
|
|
1,126
|
|
|
17
|
|
||||
Total assets measured at fair value
|
$
|
2,108
|
|
|
$
|
375
|
|
|
$
|
1,712
|
|
|
$
|
21
|
|
|
Years Ended
October 31,
|
||||||
|
2015
|
|
2014
|
||||
Balance, beginning of year
|
$
|
4
|
|
|
$
|
—
|
|
Realized gains/(losses)
|
1
|
|
|
—
|
|
||
Unrealized gains/(losses)
|
—
|
|
|
—
|
|
||
Purchases, sales, issuances, and settlements
|
(5
|
)
|
|
—
|
|
||
Transfers in (out)
|
—
|
|
|
4
|
|
||
Balance, end of year
|
$
|
—
|
|
|
$
|
4
|
|
|
2015
|
|
2014
|
||||||||||||
|
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 - continuing operations
|
$
|
415
|
|
|
$
|
347
|
|
|
$
|
375
|
|
|
$
|
347
|
|
U.S. defined benefit plans where PBO exceeds the fair value of plan assets - discontinued operations
|
—
|
|
|
—
|
|
|
514
|
|
|
490
|
|
||||
Total
|
$
|
415
|
|
|
$
|
347
|
|
|
$
|
889
|
|
|
$
|
837
|
|
Non-U.S. defined benefit plans where PBO exceeds or is equal to the fair value of plan assets - continuing operations
|
$
|
771
|
|
|
$
|
623
|
|
|
$
|
754
|
|
|
$
|
607
|
|
Non-U.S. defined benefit plans where PBO exceeds or is equal to the fair value of plan assets - discontinued operations
|
—
|
|
|
—
|
|
|
1,111
|
|
|
952
|
|
||||
Non-U.S. defined benefit plans where fair value of plan assets exceeds PBO - continuing operations
|
129
|
|
|
155
|
|
|
161
|
|
|
183
|
|
||||
Non-U.S. defined benefit plans where fair value of plan assets exceeds PBO - discontinued operations
|
—
|
|
|
—
|
|
|
318
|
|
|
366
|
|
||||
Total
|
$
|
900
|
|
|
$
|
778
|
|
|
$
|
2,344
|
|
|
$
|
2,108
|
|
|
|
|
|
|
|
|
|
||||||||
|
ABO
|
|
|
|
ABO
|
|
|
||||||||
U.S. defined benefit plans where ABO exceeds the fair value of plan assets - continuing operations
|
$
|
389
|
|
|
$
|
347
|
|
|
$
|
9
|
|
|
$
|
—
|
|
U.S. defined benefit plans where ABO exceeds the fair value of plan assets - discontinued operations
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
||||
U.S. defined benefit plans where the fair value of plan assets exceeds ABO - continuing operations
|
—
|
|
|
—
|
|
|
340
|
|
|
347
|
|
||||
U.S. defined benefit plans where the fair value of plan assets exceeds ABO - discontinued operations
|
—
|
|
|
—
|
|
|
472
|
|
|
490
|
|
||||
Total
|
$
|
389
|
|
|
$
|
347
|
|
|
$
|
826
|
|
|
$
|
837
|
|
Non-U.S. defined benefit plans where ABO exceeds or is equal to the fair value of plan assets - continuing operations
|
$
|
732
|
|
|
$
|
623
|
|
|
$
|
714
|
|
|
$
|
607
|
|
Non-U.S. defined benefit plans where ABO exceeds or is equal to the fair value of plan assets - discontinued operations
|
—
|
|
|
—
|
|
|
1,081
|
|
|
952
|
|
||||
Non-U.S. defined benefit plans where fair value of plan assets exceeds ABO - continuing operations
|
127
|
|
|
155
|
|
|
158
|
|
|
183
|
|
||||
Non-U.S. defined benefit plans where fair value of plan assets exceeds ABO - discontinued operations
|
—
|
|
|
—
|
|
|
310
|
|
|
366
|
|
||||
Total
|
$
|
859
|
|
|
$
|
778
|
|
|
$
|
2,263
|
|
|
$
|
2,108
|
|
|
U.S. Defined
Benefit Plans
|
|
Non-U.S. Defined
Benefit Plans
|
|
U.S. Post-Retirement
Benefit Plans
|
||||||
|
(in millions)
|
||||||||||
2016
|
$
|
25
|
|
|
$
|
21
|
|
|
$
|
8
|
|
2017
|
$
|
26
|
|
|
$
|
22
|
|
|
$
|
9
|
|
2018
|
$
|
28
|
|
|
$
|
24
|
|
|
$
|
8
|
|
2019
|
$
|
30
|
|
|
$
|
26
|
|
|
$
|
8
|
|
2020
|
$
|
33
|
|
|
$
|
27
|
|
|
$
|
8
|
|
2021 - 2025
|
$
|
177
|
|
|
$
|
166
|
|
|
$
|
40
|
|
|
For years ended October 31,
|
||||
|
2015
|
|
2014
|
|
2013
|
U.S. defined benefit plans:
|
|
|
|
|
|
Discount rate
|
4.00%
|
|
4.00-4.50%
|
|
3.25%
|
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%
|
|
1.50-4.50%
|
Average increase in compensation levels
|
2.5-3.25%
|
|
2.50-3.25%
|
|
2.50-3.00%
|
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%
|
|
4.00-4.25%
|
|
3.50%
|
Expected long-term return on assets
|
8.00%
|
|
8.00%
|
|
8.00%
|
Current medical cost trend rate
|
8.00%
|
|
8.00%
|
|
9.00%
|
Ultimate medical cost trend rate
|
3.50%
|
|
3.50%
|
|
3.50%
|
Medical cost trend rate decreases to ultimate rate in year
|
2028
|
|
2028
|
|
2027
|
|
As of the Years Ending October 31,
|
||
|
2015
|
|
2014
|
U.S. defined benefit plans:
|
|
|
|
Discount rate
|
4.20%
|
|
4.00%
|
Average increase in compensation levels
|
3.50%
|
|
3.50%
|
Non-U.S. defined benefit plans:
|
|
|
|
Discount rate
|
0.77-3.76%
|
|
1.50-4.00%
|
Average increase in compensation levels
|
2.25-4.00%
|
|
2.50-3.25%
|
U.S. post-retirement benefits plans:
|
|
|
|
Discount rate
|
4.00%
|
|
3.75-4.00%
|
Current medical cost trend rate
|
7.00%
|
|
8.00%
|
Ultimate medical cost trend rate
|
3.50%
|
|
3.50%
|
Medical cost trend rate decreases to ultimate rate in year
|
2029
|
|
2028
|
|
October 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in millions)
|
||||||
Balance as of October 31, 2014 and 2013
|
$
|
30
|
|
|
$
|
31
|
|
Accruals for warranties including change in estimates
|
53
|
|
|
44
|
|
||
Settlements made during the period
|
(52
|
)
|
|
(45
|
)
|
||
Balance as of October 31, 2015 and 2014
|
$
|
31
|
|
|
$
|
30
|
|
Accruals for warranties due within one year
|
29
|
|
|
26
|
|
||
Accruals for warranties due after one year
|
2
|
|
|
4
|
|
||
Balance as of October 31, 2015 and 2014
|
$
|
31
|
|
|
$
|
30
|
|
|
October 31, 2015
|
|
October 31, 2014
|
||||||||||||||||||||
|
Amortized
Principal
|
|
Swap
|
|
Total
|
|
Amortized
Principal
|
|
Swap
|
|
Total
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
2017 Senior Notes
|
100
|
|
|
2
|
|
|
102
|
|
|
100
|
|
|
3
|
|
|
103
|
|
||||||
2020 Senior Notes
|
499
|
|
|
19
|
|
|
518
|
|
|
499
|
|
|
22
|
|
|
521
|
|
||||||
2022 Senior Notes
|
399
|
|
|
—
|
|
|
399
|
|
|
399
|
|
|
—
|
|
|
399
|
|
||||||
2023 Senior Notes
|
598
|
|
|
—
|
|
|
598
|
|
|
598
|
|
|
—
|
|
|
598
|
|
||||||
Total
|
$
|
1,596
|
|
|
$
|
21
|
|
|
$
|
1,617
|
|
|
$
|
1,596
|
|
|
$
|
25
|
|
|
$
|
1,621
|
|
|
October 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in millions)
|
||||||
Unrealized gain on equity securities, net of $(0) and $(3) of tax expense for 2015 and 2014, respectively
|
$
|
—
|
|
|
$
|
17
|
|
Foreign currency translation, net of $(2) and $(86) of tax expense for 2015 and 2014, respectively
|
(189
|
)
|
|
156
|
|
||
Unrealized losses on defined benefit plans, net of tax benefit of $126 and $145 for 2015 and 2014, respectively
|
(204
|
)
|
|
(516
|
)
|
||
Unrealized gains (losses) on derivative instruments, net of tax expense of $(2) and $(7) for 2015 and 2014, respectively
|
2
|
|
|
9
|
|
||
Total accumulated other comprehensive loss
|
$
|
(391
|
)
|
|
$
|
(334
|
)
|
|
|
|
|
|
|
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, 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
|
)
|
Transfer to Keysight
|
|
$
|
(17
|
)
|
|
$
|
(9
|
)
|
|
$
|
(83
|
)
|
|
$
|
444
|
|
|
$
|
(3
|
)
|
|
$
|
332
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance after transfer to Keysight
|
|
—
|
|
|
147
|
|
|
172
|
|
|
(327
|
)
|
|
6
|
|
|
(2
|
)
|
||||||
Other comprehensive income (loss) before reclassifications
|
|
—
|
|
|
(360
|
)
|
|
—
|
|
|
(90
|
)
|
|
11
|
|
|
(439
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amounts reclassified out of accumulated other comprehensive income
|
|
—
|
|
|
—
|
|
|
(17
|
)
|
|
35
|
|
|
(18
|
)
|
|
—
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Tax benefit
|
|
—
|
|
|
24
|
|
|
6
|
|
|
17
|
|
|
3
|
|
|
50
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive loss
|
|
—
|
|
|
(336
|
)
|
|
(11
|
)
|
|
(38
|
)
|
|
(4
|
)
|
|
(389
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
As of October 31, 2015
|
|
$
|
—
|
|
|
$
|
(189
|
)
|
|
$
|
161
|
|
|
$
|
(365
|
)
|
|
$
|
2
|
|
|
$
|
(391
|
)
|
Details about accumulated other
|
|
Amounts Reclassified
|
Affected line item in
|
|||||||
comprehensive income components
|
|
from other comprehensive income
|
statement of operations
|
|||||||
|
|
2015
|
|
2014
|
|
|
||||
|
|
|
|
|
|
|
||||
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
|
|
18
|
|
|
(1
|
)
|
|
Cost of products
|
||
|
|
18
|
|
|
(1
|
)
|
|
Total before income tax
|
||
|
|
(6
|
)
|
|
—
|
|
|
(Provision)/benefit for income tax
|
||
|
|
12
|
|
|
(1
|
)
|
|
Total net of income tax
|
||
Net defined benefit pension cost and post retirement plan costs:
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
||||
Actuarial net loss
|
|
(35
|
)
|
|
(65
|
)
|
|
|
||
Prior service benefit
|
|
17
|
|
|
48
|
|
|
|
||
|
|
(18
|
)
|
|
(17
|
)
|
|
Total before income tax
|
||
|
|
5
|
|
|
(2
|
)
|
|
(Provision)/benefit for income tax
|
||
|
|
(13
|
)
|
|
(19
|
)
|
|
Total net of income tax
|
||
|
|
|
|
|
|
|
||||
Total reclassifications for the period
|
|
$
|
(1
|
)
|
|
$
|
(19
|
)
|
|
|
|
Life Sciences and Applied Markets
|
|
Diagnostics and Genomics
|
|
Agilent CrossLab
|
|
Total
Segments
|
||||||||
|
(in millions)
|
||||||||||||||
Year ended October 31, 2015:
|
|
|
|
|
|
|
|
||||||||
Total net revenue
|
$
|
2,046
|
|
|
$
|
662
|
|
|
$
|
1,330
|
|
|
$
|
4,038
|
|
Income from operations
|
$
|
380
|
|
|
$
|
88
|
|
|
$
|
299
|
|
|
$
|
767
|
|
Depreciation expense
|
$
|
27
|
|
|
$
|
37
|
|
|
$
|
34
|
|
|
$
|
98
|
|
Share-based compensation expense
|
$
|
27
|
|
|
$
|
9
|
|
|
$
|
18
|
|
|
$
|
54
|
|
Year ended October 31, 2014:
|
|
|
|
|
|
|
|
||||||||
Total net revenue
|
$
|
2,078
|
|
|
$
|
663
|
|
|
$
|
1,307
|
|
|
$
|
4,048
|
|
Income from operations
|
$
|
369
|
|
|
$
|
93
|
|
|
$
|
301
|
|
|
$
|
763
|
|
Depreciation expense
|
$
|
29
|
|
|
$
|
43
|
|
|
$
|
33
|
|
|
$
|
105
|
|
Share-based compensation expense
|
$
|
29
|
|
|
$
|
9
|
|
|
$
|
18
|
|
|
$
|
56
|
|
Year ended October 31, 2013:
|
|
|
|
|
|
|
|
||||||||
Total net revenue
|
$
|
2,035
|
|
|
$
|
635
|
|
|
$
|
1,224
|
|
|
$
|
3,894
|
|
Income from operations
|
$
|
338
|
|
|
$
|
95
|
|
|
$
|
299
|
|
|
$
|
732
|
|
Depreciation expense
|
$
|
28
|
|
|
$
|
43
|
|
|
$
|
27
|
|
|
$
|
98
|
|
Share-based compensation expense
|
$
|
27
|
|
|
$
|
4
|
|
|
$
|
16
|
|
|
$
|
47
|
|
|
Years Ended October 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions)
|
||||||||||
Total reportable segments' income from operations
|
$
|
767
|
|
|
$
|
763
|
|
|
$
|
732
|
|
Restructuring and business exit related costs
|
(12
|
)
|
|
(66
|
)
|
|
(34
|
)
|
|||
Acceleration of depreciation for held and used assets
|
—
|
|
|
—
|
|
|
—
|
|
|||
Asset Impairments
|
(3
|
)
|
|
(4
|
)
|
|
(2
|
)
|
|||
Transformational programs
|
(56
|
)
|
|
(29
|
)
|
|
(19
|
)
|
|||
Amortization of intangibles
|
(156
|
)
|
|
(189
|
)
|
|
(190
|
)
|
|||
Acquisition and integration costs
|
(13
|
)
|
|
(11
|
)
|
|
(22
|
)
|
|||
Acceleration of share-based compensation expense related to workforce reduction
|
(2
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|||
One-time and pre-separation costs
|
—
|
|
|
(14
|
)
|
|
—
|
|
|||
Other
|
(3
|
)
|
|
10
|
|
|
(13
|
)
|
|||
Interest Income
|
7
|
|
|
9
|
|
|
7
|
|
|||
Interest Expense
|
(66
|
)
|
|
(110
|
)
|
|
(107
|
)
|
|||
Other income (expense), net
|
17
|
|
|
(89
|
)
|
|
7
|
|
|||
Unallocated corporate charges
|
—
|
|
|
(40
|
)
|
|
(64
|
)
|
|||
Income before taxes, as reported
|
$
|
480
|
|
|
$
|
229
|
|
|
$
|
293
|
|
|
Life Sciences and Applied Markets
|
|
Diagnostics and Genomics
|
|
Agilent CrossLab
|
|
Total
Segments
|
||||||||
|
(in millions)
|
||||||||||||||
As of October 31, 2015:
|
|
|
|
|
|
|
|
||||||||
Assets
|
$
|
1,539
|
|
|
$
|
2,027
|
|
|
$
|
1,008
|
|
|
$
|
4,574
|
|
Capital expenditures
|
$
|
28
|
|
|
$
|
33
|
|
|
$
|
37
|
|
|
$
|
98
|
|
As of October 31, 2014:
|
|
|
|
|
|
|
|
||||||||
Assets
|
$
|
1,663
|
|
|
$
|
2,302
|
|
|
$
|
1,001
|
|
|
$
|
4,966
|
|
Capital expenditures
|
$
|
33
|
|
|
$
|
40
|
|
|
$
|
37
|
|
|
$
|
110
|
|
|
October 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(in millions)
|
||||||
Total reportable segments' assets
|
$
|
4,574
|
|
|
$
|
4,966
|
|
Cash, cash equivalents and short-term investments
|
2,003
|
|
|
2,218
|
|
||
Short-term restricted cash and cash equivalents
|
242
|
|
|
—
|
|
||
Prepaid expenses
|
105
|
|
|
85
|
|
||
Investments
|
86
|
|
|
96
|
|
||
Long-term and other receivables
|
104
|
|
|
90
|
|
||
Other
|
365
|
|
|
377
|
|
||
Current and non-current assets of discontinued operations
|
$
|
—
|
|
|
$
|
2,983
|
|
Total assets
|
$
|
7,479
|
|
|
$
|
10,815
|
|
|
Years Ended October 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in millions)
|
||||||||||
Instrumentation
|
$
|
1,827
|
|
|
$
|
1,839
|
|
|
$
|
1,802
|
|
Analytical lab services
|
843
|
|
|
831
|
|
|
768
|
|
|||
Analytical lab consumables
|
489
|
|
|
476
|
|
|
456
|
|
|||
Diagnostics and genomics solutions
|
662
|
|
|
663
|
|
|
635
|
|
|||
Informatics and other
|
217
|
|
|
239
|
|
|
233
|
|
|||
Total
|
$
|
4,038
|
|
|
$
|
4,048
|
|
|
$
|
3,894
|
|
|
United
States
|
|
China
|
|
Rest of the
World
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Net revenue:
|
|
|
|
|
|
|
|
||||||||
Year ended October 31, 2015
|
$
|
1,206
|
|
|
$
|
633
|
|
|
$
|
2,199
|
|
|
$
|
4,038
|
|
Year ended October 31, 2014
|
$
|
1,019
|
|
|
$
|
543
|
|
|
$
|
2,486
|
|
|
$
|
4,048
|
|
Year ended October 31, 2013
|
$
|
1,077
|
|
|
$
|
619
|
|
|
$
|
2,198
|
|
|
$
|
3,894
|
|
|
United
States
|
|
Rest of the
World
|
|
Total
|
||||||
|
(in millions)
|
||||||||||
Long-lived assets:
|
|
|
|
|
|
||||||
October 31, 2015
|
$
|
391
|
|
|
$
|
379
|
|
|
$
|
770
|
|
October 31, 2014
|
$
|
379
|
|
|
$
|
451
|
|
|
$
|
830
|
|
|
Three Months Ended
|
||||||||||||||
|
January 31, (As Revised)
|
|
April 30, (As Revised)
|
|
July 31, (As Revised)
|
|
October 31, (As Revised)
|
||||||||
|
(in millions, except per share data)
|
||||||||||||||
2015
|
|
|
|
|
|
|
|
||||||||
Net revenue
|
$
|
1,026
|
|
|
$
|
963
|
|
|
$
|
1,014
|
|
|
$
|
1,035
|
|
Gross profit
|
513
|
|
|
480
|
|
|
513
|
|
|
535
|
|
||||
Income from operations
|
115
|
|
|
107
|
|
|
144
|
|
|
156
|
|
||||
Income from continuing operations
|
93
|
|
|
92
|
|
|
113
|
|
|
140
|
|
||||
Loss from discontinued operations, net of tax
|
(30
|
)
|
|
(5
|
)
|
|
(2
|
)
|
|
—
|
|
||||
Net income
|
$
|
63
|
|
|
$
|
87
|
|
|
$
|
111
|
|
|
$
|
140
|
|
Net income per share — basic:
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
$
|
0.28
|
|
|
$
|
0.28
|
|
|
$
|
0.34
|
|
|
$
|
0.42
|
|
Loss from discontinued operations
|
(0.09
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.01
|
)
|
|
$
|
—
|
|
|
Net income per share - basic
|
$
|
0.19
|
|
|
$
|
0.26
|
|
|
$
|
0.33
|
|
|
$
|
0.42
|
|
Net income per share — diluted:
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
$
|
0.28
|
|
|
$
|
0.27
|
|
|
$
|
0.34
|
|
|
$
|
0.42
|
|
Loss from discontinued operations
|
(0.09
|
)
|
|
(0.01
|
)
|
|
(0.01
|
)
|
|
—
|
|
||||
Net income per share — diluted
|
$
|
0.19
|
|
|
$
|
0.26
|
|
|
$
|
0.33
|
|
|
$
|
0.42
|
|
Weighted average shares used in computing net income per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
336
|
|
|
334
|
|
|
332
|
|
|
331
|
|
||||
Diluted
|
338
|
|
|
337
|
|
|
334
|
|
|
333
|
|
||||
Cash dividends per common share
|
$
|
0.100
|
|
|
$
|
0.100
|
|
|
$
|
0.100
|
|
|
$
|
0.100
|
|
Range of stock prices on NYSE
|
$ 37.68-42.99
|
|
|
$ 37.71-43.59
|
|
|
$ 38.48-42.93
|
|
|
$ 33.12-41.35
|
|
||||
2014
|
|
|
|
|
|
|
|
||||||||
Net revenue
|
$
|
1,008
|
|
|
$
|
988
|
|
|
$
|
1,009
|
|
|
$
|
1,043
|
|
Gross profit
|
510
|
|
|
485
|
|
|
502
|
|
|
479
|
|
||||
Income from operations
|
124
|
|
|
94
|
|
|
131
|
|
|
70
|
|
||||
Income from continuing operations
|
123
|
|
|
53
|
|
|
54
|
|
|
2
|
|
||||
Income from discontinued operations, net of tax
|
75
|
|
|
100
|
|
|
85
|
|
|
57
|
|
||||
Net income
|
$
|
198
|
|
|
$
|
153
|
|
|
$
|
139
|
|
|
$
|
59
|
|
Net income per share — basic:
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
$
|
0.37
|
|
|
$
|
0.16
|
|
|
$
|
0.16
|
|
|
$
|
0.01
|
|
Income from discontinued operations
|
0.22
|
|
|
0.30
|
|
|
0.26
|
|
|
0.17
|
|
||||
Net income per share - basic
|
$
|
0.59
|
|
|
$
|
0.46
|
|
|
$
|
0.42
|
|
|
$
|
0.18
|
|
Net income per share — diluted:
|
|
|
|
|
|
|
|
||||||||
Income from continuing operations
|
$
|
0.36
|
|
|
$
|
0.16
|
|
|
$
|
0.16
|
|
|
$
|
0.01
|
|
Income from discontinued operations
|
0.23
|
|
|
0.29
|
|
|
0.25
|
|
|
0.16
|
|
||||
Net income per share — diluted
|
$
|
0.59
|
|
|
$
|
0.45
|
|
|
$
|
0.41
|
|
|
$
|
0.17
|
|
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
|
|
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)
|
8,129,449
|
|
|
$
|
31
|
|
|
56,129,814
|
|
Equity compensation plans not approved by security holders
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
8,129,449
|
|
|
$
|
31
|
|
|
56,129,814
|
|
(1)
|
The number of securities remaining available for future issuance in column (c) includes
42,605,407
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)
|
||||||||||||||
2015
|
|
|
|
|
|
|
|
|
||||||||
Tax valuation allowance
|
|
$
|
134
|
|
|
$
|
6
|
|
|
$
|
(9
|
)
|
|
$
|
131
|
|
2014
|
|
|
|
|
|
|
|
|
||||||||
Tax valuation allowance
|
|
$
|
131
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
134
|
|
2013
|
|
|
|
|
|
|
|
|
||||||||
Tax valuation allowance
|
|
$
|
139
|
|
|
$
|
—
|
|
|
$
|
(8
|
)
|
|
$
|
131
|
|
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
|
|
4.2
|
|
|
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
|
|
|
10.7
|
|
|
Agilent Technologies, Inc. 1999 Stock Plan Stock Award Agreement Under The Long-Term Performance Program.*
|
|
10-Q
|
|
6/5/2007
|
|
10.7
|
|
|
|
|
|
|
Incorporation by Reference
|
|||||||
Exhibit
Number
|
|
Description
|
|
Form
|
|
Date
|
|
Exhibit
Number
|
|
Filed
Herewith
|
|
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
|
|
|
Form of Stock Award Agreement under the 2009 Stock Plan for Standard Awards granted to Employees (for awards made after November 17, 2015).*
|
|
|
|
|
|
|
|
X
|
10.27
|
|
|
Form of Stock Award Agreement under the 2009 Stock Plan for Standard Awards granted to Officers (for awards made after November 17, 2015). *
|
|
|
|
|
|
|
|
X
|
10.28
|
|
|
Form of Stock Award Agreement under the 2009 Stock Plan for Long-Term Performance Program Awards (for awards made after November 17, 2015). *
|
|
|
|
|
|
|
|
X
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporation by Reference
|
|||||||
Exhibit
Number
|
|
Description
|
|
Form
|
|
Date
|
|
Exhibit
Number
|
|
Filed
Herewith
|
|
10.29
|
|
|
Form of Stock Award Agreement under the 2009 Stock Plan for New Executives (for awards made after November 17, 2015). *
|
|
|
|
|
|
|
|
X
|
10.30
|
|
|
Agilent Technologies, Inc. Supplemental Benefit Retirement Plan (Amended and Restated Effective January 1, 2005).*
|
|
10-K
|
|
12/21/2007
|
|
10.25
|
|
|
10.31
|
|
|
Agilent Technologies, Inc. Long-Term Performance Program (Amended and Restated through November 1, 2005).*
|
|
10-Q
|
|
3/9/2006
|
|
10.63
|
|
|
10.32
|
|
|
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
|
|
|
10.33
|
|
|
Agilent Technologies, Inc. 2005 Deferred Compensation Plan (Amended and Restated Effective January 1, 2011).*
|
|
10‑K
|
|
12/20/2010
|
|
10.29
|
|
|
10.34
|
|
|
Agilent Technologies, Inc. 2005 Deferred Compensation Plan (Amended and Restated Effective October 28, 2009).*
|
|
10-K
|
|
12/21/2009
|
|
10.40
|
|
|
10.35
|
|
|
Agilent Technologies, Inc. 2010 Performance‑Based Compensation Plan for Covered Employees.
|
|
10‑K
|
|
12/20/2010
|
|
10.31
|
|
|
10.36
|
|
|
Agilent Technologies, Inc. Performance‑Based Compensation Plan for Covered Employees (Amended and Restated December 18, 2008).*
|
|
10-K
|
|
12/19/2008
|
|
10.34
|
|
|
10.37
|
|
|
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
|
|
|
10.38
|
|
|
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
|
|
|
10.39
|
|
|
Form of Tier I Change of Control Severance Agreement between Agilent Technologies, Inc. and the Chief Executive Officer*
|
|
10-K
|
|
12/22/2014
|
|
10.35
|
|
|
10.40
|
|
|
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
|
|
|
10.41
|
|
|
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)*
|
|
10-K
|
|
12/22/2014
|
|
10.37
|
|
|
10.42
|
|
|
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
|
|
|
10.43
|
|
|
Form of Tier III Change of Control Severance Agreement between Agilent Technologies, Inc. and specified executives of the Company*
|
|
10-K
|
|
12/22/2014
|
|
10.39
|
|
|
10.44
|
|
|
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
|
|
|
10.45
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporation by Reference
|
|||||||
Exhibit
Number
|
|
Description
|
|
Form
|
|
Date
|
|
Exhibit
Number
|
|
Filed
Herewith
|
|
10.46
|
|
|
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
|
|
|
10.47
|
|
|
Tax Sharing Agreement by and between Agilent Technologies, Inc. and Verigy Ltd., dated as of June 1, 2006.
|
|
10-Q
|
|
6/6/2006
|
|
10.7
|
|
|
10.48
|
|
|
Tax Matters Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc.
|
|
8-K
|
|
8/1/2014
|
|
10.1
|
|
|
10.49
|
|
|
Employee Matters Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc.
|
|
8-K
|
|
8/1/2014
|
|
10.2
|
|
|
10.50
|
|
|
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
|
|
|
10.51
|
|
|
Trademark License Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc.
|
|
8-K
|
|
8/1/2014
|
|
10.4
|
|
|
10.52
|
|
|
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
|
|
|
10.53
|
|
|
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
|
|
|
10.54
|
|
|
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
|
|
|
10.55
|
|
|
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
|
|
|
10.56
|
|
|
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
|
|
|
10.57
|
|
|
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
|
|
|
10.58
|
|
|
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
|
|
|
10.59
|
|
|
Letter Agreement dated as of June 9, 2015 by and among the Company, BNP Paribas, as Administrative Agent under the Credit Agreement and certain banks
|
|
8-K
|
|
6/10/2015
|
|
10.1
|
|
|
10.60
|
|
|
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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporation by Reference
|
|||||||
Exhibit
Number |
|
|
Description
|
|
Form
|
|
Date
|
|
Exhibit
Number |
|
Filed
Herewith |
10.61
|
|
|
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
|
|
|
10.62
|
|
|
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
|
|
|
10.63
|
|
|
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
|
|
|
10.64
|
|
|
Bonus Retention Agreement by and between the Company and Lars Holmkvist*
|
|
10-K
|
|
12/19/2013
|
|
10.54
|
|
|
10.65
|
|
|
Settlement Agreement by and between the Company and Lars Holmkvist*
|
|
10-K
|
|
12/22/2015
|
|
10.6
|
|
|
10.66
|
|
|
Contract of Employment - Corporate Vice President, by and among Dako Denmark A/S and Jacob Thaysen*
|
|
10-K
|
|
12/22/2015
|
|
10.61
|
|
|
10.67
|
|
|
Letter of Terms and Conditions International Long Term Assignment, by and among Jacob Thaysen and the Company*
|
|
10-K
|
|
12/22/2015
|
|
10.62
|
|
|
10.68
|
|
|
Bonus Retention Agreement, by and among Jacob Thaysen and the Company*
|
|
10-K
|
|
12/22/2015
|
|
10.63
|
|
|
10.69
|
|
|
Bonus Retention Notification for FY 13 and FY13-FY15 Performance Periods, by and among Jacob Thaysen and the Company*
|
|
10-K
|
|
12/22/2015
|
|
10.64
|
|
|
10.70
|
|
|
Letter of Terms and Conditions Localization Program by and among Jacob Thaysen and the Company *
|
|
|
|
|
|
|
|
X
|
10.71
|
|
|
Letter of Terms and Conditions Localization Program by and among Patrick Kaltenbach and the Company *
|
|
|
|
|
|
|
|
X
|
11.1
|
|
|
See Note 7, “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
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Incorporation by Reference
|
|||||||
Exhibit
Number |
|
|
Description
|
|
Form
|
|
Date
|
|
Exhibit
Number |
|
Filed
Herewith |
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/ MICHAEL TANG
|
|
|
|
|
Michael Tang
|
|
|
|
|
Vice President,
|
|
|
|
|
Assistant General Counsel and Secretary
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ MICHAEL R. MCMULLEN
|
|
Director and Chief Executive Officer
|
|
December 18, 2015
|
Michael R. McMullen
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ DIDIER HIRSCH
|
|
Senior Vice President and Chief Financial Officer
|
|
December 18, 2015
|
Didier Hirsch
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
/s/ RODNEY GONSALVES
|
|
Vice President, Corporate Controllership
|
|
December 18, 2015
|
Rodney Gonsalves
|
|
(Principal Accounting Officer)
|
|
|
|
|
|
|
|
/s/ JAMES G. CULLEN
|
|
Chairman of the Board of Directors
|
|
December 18, 2015
|
James G. Cullen
|
|
|
|
|
|
|
|
|
|
/s/ PAUL N. CLARK
|
|
Director
|
|
December 18, 2015
|
Paul N. Clark
|
|
|
|
|
|
|
|
|
|
/s/ HEIDI FIELDS
|
|
Director
|
|
December 18, 2015
|
Heidi Fields
|
|
|
|
|
|
|
|
|
|
/s/ ROBERT J. HERBOLD
|
|
Director
|
|
December 18, 2015
|
Robert J. Herbold
|
|
|
|
|
|
|
|
|
|
/s/ KOH BOON HWEE
|
|
Director
|
|
December 18, 2015
|
Koh Boon Hwee
|
|
|
|
|
|
|
|
|
|
/s/ DANIEL K. PODOLSKY, M.D.
|
|
Director
|
|
December 18, 2015
|
Daniel K. Podolsky, M.D.
|
|
|
|
|
|
|
|
|
|
/s/ SUE H. RATAJ
|
|
Director
|
|
December 18, 2015
|
Sue H. Rataj
|
|
|
|
|
|
|
|
|
|
/s/ GEORGE A. SCANGOS, Ph D
|
|
Director
|
|
December 18, 2015
|
George A. Scangos, Ph D.
|
|
|
|
|
|
|
|
|
|
/s/ TADATAKA YAMADA, M.D.
|
|
Director
|
|
December 18, 2015
|
Tadataka Yamada, M.D.
|
|
|
|
|
|
For Years Ended
|
||||||||||||||||||
|
October 31,
2015 |
|
October 31,
2014 |
|
October 31,
2013 |
|
October 31,
2012 |
|
October 31,
2011 |
||||||||||
Earnings:
|
|
|
|
|
|
|
|
|
|
||||||||||
Add:
|
|
|
|
|
|
|
|
|
|
||||||||||
Income from continuing operations before taxes
|
$
|
480
|
|
|
$
|
229
|
|
|
$
|
293
|
|
|
$
|
237
|
|
|
$
|
232
|
|
Fixed Charges
|
87
|
|
|
128
|
|
|
125
|
|
|
117
|
|
|
99
|
|
|||||
Total
|
$
|
567
|
|
|
$
|
357
|
|
|
$
|
418
|
|
|
$
|
354
|
|
|
$
|
331
|
|
Fixed Charges:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest expense
|
65
|
|
|
107
|
|
|
105
|
|
|
99
|
|
|
84
|
|
|||||
Estimate of interest within rental expense
|
21
|
|
|
18
|
|
|
18
|
|
|
16
|
|
|
13
|
|
|||||
Amortization of capitalized expenses related to indebtedness
|
1
|
|
|
3
|
|
|
2
|
|
|
2
|
|
|
2
|
|
|||||
Total
|
87
|
|
|
128
|
|
|
125
|
|
|
117
|
|
|
99
|
|
|||||
Ratio of earnings to fixed charges
|
6.52
|
|
|
2.79
|
|
|
3.34
|
|
|
3.03
|
|
|
3.34
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
Organized Under the Laws of
|
Dako North America, Inc.
|
California
|
Agilent Technologies World Trade, Inc.
|
Delaware
|
Dako A/S
|
Denmark
|
Dako Denmark A/S
|
Denmark
|
Agilent Technologies (Luxco) S.à.r.l.
|
Luxembourg
|
Agilent Technologies Luxembourg Holding S.à.r.l.
|
Luxembourg
|
Agilent Technologies Europe B.V.
|
Netherlands
|
Agilent Technologies Singapore (Holding) Pte. Ltd.
|
Singapore
|
Agilent Technologies Singapore (International) Pte. Ltd.
|
Singapore
|
Agilent Technologies Rhone S.à.r.l.
|
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
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5.
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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):
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(a)
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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
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(b)
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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.
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Date:
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December 18, 2015
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/s/ MICHAEL R. MCMULLEN
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|
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Michael R. McMullen
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|
|
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Director and Chief Executive Officer
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1.
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I have reviewed this Form 10-K of Agilent Technologies, Inc.
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2.
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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;
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3.
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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;
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4.
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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:
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(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;
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(b)
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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;
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(c)
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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
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(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
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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 18, 2015
|
|
/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 18, 2015
|
|
/s/ MICHAEL R. MCMULLEN
|
|
|
|
Michael R. McMullen
|
|
|
|
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 18, 2015
|
|
/s/ DIDIER HIRSCH
|
|
|
|
Didier Hirsch
|
|
|
|
Senior Vice President and
|
|
|
|
Chief Financial Officer
|