DELAWARE
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77-0518772
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(State or other jurisdiction of
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(IRS employer
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incorporation or organization)
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Identification no.)
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5301 STEVENS CREEK BLVD.,
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SANTA CLARA, CALIFORNIA
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95051
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(Address of principal executive offices)
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(Zip Code)
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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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Emerging growth company
¨
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CLASS
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OUTSTANDING AT FEBRUARY 27, 2019
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COMMON STOCK, $0.01 PAR VALUE
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317,515,869
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Page
Number
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PART I
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— FINANCIAL INFORMATION
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Three Months Ended
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||||||
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January 31,
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||||||
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2019
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2018
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||||
Net revenue:
|
|
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Products
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$
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980
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$
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930
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Services and other
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304
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281
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Total net revenue
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1,284
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1,211
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Costs and expenses:
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Cost of products
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414
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386
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Cost of services and other
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163
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155
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Total costs
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577
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|
541
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Research and development
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102
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94
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Selling, general and administrative
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355
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347
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Total costs and expenses
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1,034
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982
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Income from operations
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250
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229
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Interest income
|
10
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9
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Interest expense
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(18
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)
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(20
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)
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Other income (expense), net
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6
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15
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Income before taxes
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248
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233
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Provision (benefit) for income taxes
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(256
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)
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|
553
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Net income (loss)
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$
|
504
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$
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(320
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)
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Net income (loss) per share:
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Basic
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$
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1.58
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$
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(0.99
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)
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Diluted
|
$
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1.57
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$
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(0.99
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)
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||||
Weighted average shares used in computing net income (loss) per share:
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Basic
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318
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323
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Diluted
|
322
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323
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Three Months Ended
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||||||
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January 31,
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||||||
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2019
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2018
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Net income (loss)
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$
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504
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$
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(320
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)
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Other comprehensive income (loss):
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|
||||
Unrealized loss on derivative instruments, net of tax benefit of $(2) and $(3)
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(4
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)
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(7
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)
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||
Amounts reclassified into earnings related to derivative instruments, net of tax benefit of $(1) and $0
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(4
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)
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—
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Foreign currency translation, net of tax benefit of $(9) and $0
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38
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79
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Net defined benefit pension cost and post retirement plan costs:
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Change in actuarial net loss, net of tax expense of $4 and $2
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6
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6
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Change in net prior service benefit, net of tax benefit of $0 and $(1)
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(2
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)
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(1
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)
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Other comprehensive income
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34
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77
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|
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Total comprehensive income (loss)
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$
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538
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$
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(243
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)
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January 31,
2019 |
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October 31,
2018 |
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ASSETS
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Current assets:
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Cash and cash equivalents
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$
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2,057
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$
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2,247
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Accounts receivable, net
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833
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776
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Inventory
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653
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638
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Other current assets
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169
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187
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Total current assets
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3,712
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3,848
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Property, plant and equipment, net
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829
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822
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Goodwill
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3,133
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2,973
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Other intangible assets, net
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566
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491
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Long-term investments
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77
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68
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Other assets
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635
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339
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Total assets
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$
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8,952
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$
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8,541
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LIABILITIES AND EQUITY
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Current liabilities:
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Accounts payable
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$
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315
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$
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340
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Employee compensation and benefits
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237
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304
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Deferred revenue
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346
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324
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Other accrued liabilities
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197
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203
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Total current liabilities
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1,095
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1,171
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Long-term debt
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1,798
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1,799
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Retirement and post-retirement benefits
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238
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239
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Other long-term liabilities
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785
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761
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Total liabilities
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3,916
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3,970
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Commitments and contingencies (Note 12)
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Total equity:
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Stockholders’ equity:
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Preferred stock; $0.01 par value; 125 million shares authorized; none issued and outstanding
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—
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—
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Common stock; $0.01 par value; 2 billion shares authorized; 318 million shares at January 31, 2019 and 318 million shares at October 31, 2018 issued
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3
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3
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Additional paid-in-capital
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5,324
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5,308
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Retained earnings (accumulated deficit)
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90
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(336
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)
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Accumulated other comprehensive loss
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(381
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)
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(408
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)
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Total stockholders' equity
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5,036
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4,567
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Non-controlling interest
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—
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4
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Total equity
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5,036
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4,571
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Total liabilities and equity
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$
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8,952
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$
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8,541
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Three Months Ended
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||||||
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January 31,
|
||||||
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2019
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2018
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Net income (loss)
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$
|
504
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$
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(320
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)
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Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
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Depreciation and amortization
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54
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51
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Share-based compensation
|
24
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31
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Deferred taxes
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(281
|
)
|
|
(6
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)
|
||
Excess and obsolete inventory related charges
|
4
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|
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5
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Other non-cash expense, net
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3
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1
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Changes in assets and liabilities:
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Accounts receivable
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(22
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)
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(5
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)
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Inventory
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(12
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)
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(34
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)
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Accounts payable
|
(16
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)
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(3
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)
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Employee compensation and benefits
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(71
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)
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(62
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)
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||
Change in assets and liabilities due to Tax Act
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—
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533
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Other assets and liabilities
|
26
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|
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24
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|
||
Net cash provided by operating activities
|
213
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|
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215
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|
||
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Cash flows from investing activities:
|
|
|
|
|
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Investments in property, plant and equipment
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(39
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)
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(60
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)
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||
Payment to acquire fair value investments
|
(2
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)
|
|
(1
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)
|
||
Payment in exchange for convertible note
|
(1
|
)
|
|
—
|
|
||
Acquisitions of businesses and intangible assets, net of cash acquired
|
(248
|
)
|
|
(6
|
)
|
||
Net cash used in investing activities
|
(290
|
)
|
|
(67
|
)
|
||
|
|
|
|
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Cash flows from financing activities:
|
|
|
|
|
|
||
Issuance of common stock under employee stock plans
|
22
|
|
|
25
|
|
||
Payment of taxes related to net share settlement of equity awards
|
(13
|
)
|
|
(28
|
)
|
||
Payment of dividends
|
(52
|
)
|
|
(48
|
)
|
||
Purchase of non-controlling interest
|
(4
|
)
|
|
—
|
|
||
Proceeds from revolving credit facility
|
—
|
|
|
274
|
|
||
Repayment of debt and revolving credit facility
|
—
|
|
|
(139
|
)
|
||
Treasury stock repurchases
|
(75
|
)
|
|
(47
|
)
|
||
Net cash provided by (used in) financing activities
|
(122
|
)
|
|
37
|
|
||
|
|
|
|
||||
Effect of exchange rate movements
|
9
|
|
|
25
|
|
||
|
|
|
|
||||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
(190
|
)
|
|
210
|
|
||
|
|
|
|
||||
Cash, cash equivalents and restricted cash at beginning of period
|
2,254
|
|
|
2,686
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
2,064
|
|
|
$
|
2,896
|
|
|
|
|
|
||||
Supplemental cash flow information:
|
|
|
|
||||
Income tax paid, net
|
$
|
21
|
|
|
$
|
32
|
|
Interest payments
|
$
|
25
|
|
|
$
|
29
|
|
Non-cash changes in investments in property, plant and equipment - increase (decrease)
|
$
|
(13
|
)
|
|
$
|
(12
|
)
|
1.
|
OVERVIEW, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
|
October 31,
2018 |
|
Impact of Adopting New
|
|
November 1,
2018 |
||||||||||||||||||
|
As Reported
|
|
Revenue Recognition Guidance
|
|
Tax Effects on Items in AOCI Guidance
|
|
Intra-Entity Tax Guidance
|
|
Investments Valuation Guidance
|
|
As Adopted
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
2,247
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,247
|
|
Accounts receivable, net
|
776
|
|
|
24
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
800
|
|
||||||
Inventory
|
638
|
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
628
|
|
||||||
Other current assets
|
187
|
|
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
190
|
|
||||||
Total current assets
|
3,848
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,865
|
|
||||||
Property, plant and equipment, net
|
822
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
822
|
|
||||||
Goodwill
|
2,973
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,973
|
|
||||||
Other intangible assets, net
|
491
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
491
|
|
||||||
Long-term investments
|
68
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
75
|
|
||||||
Other assets
|
339
|
|
|
(3
|
)
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
|
332
|
|
||||||
Total assets
|
$
|
8,541
|
|
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
5
|
|
|
$
|
8,558
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable
|
$
|
340
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
340
|
|
Employee compensation and benefits
|
304
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
304
|
|
||||||
Deferred revenue
|
324
|
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
313
|
|
||||||
Other accrued liabilities
|
203
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
203
|
|
||||||
Total current liabilities
|
1,171
|
|
|
(11
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,160
|
|
||||||
Long-term debt
|
1,799
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,799
|
|
||||||
Retirement and post-retirement benefits
|
239
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
239
|
|
||||||
Other long-term liabilities
|
761
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
763
|
|
||||||
Total liabilities
|
3,970
|
|
|
(9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,961
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
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; 318 million shares at October 31, 2018 issued
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
||||||
Additional paid-in-capital
|
5,308
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,308
|
|
||||||
Accumulated deficit
|
(336
|
)
|
|
23
|
|
|
7
|
|
|
(2
|
)
|
|
5
|
|
|
(303
|
)
|
||||||
Accumulated other comprehensive loss
|
(408
|
)
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
|
—
|
|
|
(415
|
)
|
||||||
Total stockholders' equity
|
4,567
|
|
|
23
|
|
|
—
|
|
|
(2
|
)
|
|
5
|
|
|
4,593
|
|
||||||
Non-controlling interest
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
||||||
Total equity
|
4,571
|
|
|
23
|
|
|
—
|
|
|
(2
|
)
|
|
5
|
|
|
4,597
|
|
||||||
Total liabilities and equity
|
$
|
8,541
|
|
|
$
|
14
|
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
$
|
5
|
|
|
$
|
8,558
|
|
|
January 31,
|
|
October 31,
|
||||
|
2019
|
|
2018
|
||||
|
(in millions)
|
||||||
Cash and cash equivalents
|
$
|
2,057
|
|
|
$
|
2,247
|
|
Restricted cash included in other assets
|
7
|
|
|
7
|
|
||
Total cash, cash equivalents and restricted cash
|
$
|
2,064
|
|
|
$
|
2,254
|
|
|
Three Months Ended January 31, 2019
|
||||||||||||||
|
Life Sciences and Applied Markets
|
|
Diagnostics and Genomics
|
|
Agilent CrossLab
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Revenue by Region
|
|
|
|
|
|
|
|
||||||||
Americas
|
$
|
168
|
|
|
$
|
109
|
|
|
$
|
156
|
|
|
$
|
433
|
|
Europe
|
164
|
|
|
91
|
|
|
128
|
|
|
383
|
|
||||
Asia Pacific
|
275
|
|
|
35
|
|
|
158
|
|
|
468
|
|
||||
Total
|
$
|
607
|
|
|
$
|
235
|
|
|
$
|
442
|
|
|
$
|
1,284
|
|
|
|
|
|
|
|
|
|
||||||||
Revenue by End Markets
|
|
|
|
|
|
|
|
||||||||
Pharmaceutical and Biotechnology
|
|
|
|
|
|
|
$
|
391
|
|
||||||
Chemical and Energy
|
|
|
|
|
|
|
308
|
|
|||||||
Diagnostics and Clinical
|
|
|
|
|
|
|
187
|
|
|||||||
Food
|
|
|
|
|
|
|
129
|
|
|||||||
Academia and Government
|
|
|
|
|
|
|
116
|
|
|||||||
Environmental and Forensics
|
|
|
|
|
|
|
153
|
|
|||||||
Total
|
|
|
|
|
|
|
$
|
1,284
|
|
||||||
|
|
|
|
|
|
|
|
||||||||
Revenue by Type
|
|
|
|
|
|
|
|
||||||||
Instrumentation
|
|
|
|
|
|
|
$
|
567
|
|
||||||
Non-instrumentation and other
|
|
|
|
|
|
|
717
|
|
|||||||
Total
|
|
|
|
|
|
|
$
|
1,284
|
|
|
|
Contract
Liabilities
|
||
|
|
(in millions)
|
||
|
|
|
||
Ending balance as of October 31, 2018
|
|
$
|
367
|
|
Impact of adoption of new revenue recognition guidance
|
|
(11
|
)
|
|
Net revenue deferred in the period
|
|
148
|
|
|
Revenue recognized that was included in the contract liability balance at the beginning of the period
|
|
(125
|
)
|
|
Change in deferrals from customer cash advances, net of revenue recognized
|
|
8
|
|
|
Contract liabilities acquired in business combinations
|
|
2
|
|
|
Currency translation and other adjustments
|
|
4
|
|
|
Ending balance as of January 31, 2019
|
|
$
|
393
|
|
|
Three Months Ended
|
||||||
|
January 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in millions)
|
||||||
Cost of products and services
|
$
|
5
|
|
|
$
|
7
|
|
Research and development
|
2
|
|
|
3
|
|
||
Selling, general and administrative
|
17
|
|
|
21
|
|
||
Total share-based compensation expense
|
$
|
24
|
|
|
$
|
31
|
|
|
Three Months Ended
|
||
|
January 31,
|
||
|
2019
|
|
2018
|
LTPP:
|
|
|
|
Volatility of Agilent shares
|
22%
|
|
21%
|
Volatility of selected peer-company shares
|
15%-66%
|
|
14%-66%
|
Pair-wise correlation with selected peers
|
30%
|
|
32%
|
|
|
|
|
Post-vest holding restriction discount for all executive awards
|
5.0%
|
|
4.8%
|
|
Three Months Ended
|
||||||
|
January 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in millions)
|
||||||
Numerator:
|
|
|
|
|
|
||
Net income (loss)
|
$
|
504
|
|
|
$
|
(320
|
)
|
Denominator:
|
|
|
|
||||
Basic weighted-average shares
|
318
|
|
|
323
|
|
||
Potential common shares— stock options and other employee stock plans
|
4
|
|
|
—
|
|
||
Diluted weighted-average shares
|
322
|
|
|
323
|
|
|
January 31,
2019 |
|
October 31,
2018 |
||||
|
(in millions)
|
||||||
Finished goods
|
$
|
396
|
|
|
$
|
386
|
|
Purchased parts and fabricated assemblies
|
257
|
|
|
252
|
|
||
Inventory
|
$
|
653
|
|
|
$
|
638
|
|
|
Life Sciences and Applied Markets
|
|
Diagnostics and Genomics
|
|
Agilent CrossLab
|
|
Total
|
||||||||
|
(in millions)
|
||||||||||||||
Goodwill as of October 31, 2018
|
$
|
803
|
|
|
$
|
1,607
|
|
|
$
|
563
|
|
|
$
|
2,973
|
|
Foreign currency translation impact
|
3
|
|
|
2
|
|
|
2
|
|
|
7
|
|
||||
Goodwill arising from acquisitions
|
153
|
|
|
—
|
|
|
—
|
|
|
153
|
|
||||
Goodwill as of January 31, 2019
|
$
|
959
|
|
|
$
|
1,609
|
|
|
$
|
565
|
|
|
$
|
3,133
|
|
|
Purchased Other Intangible Assets
|
||||||||||
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net Book
Value
|
||||||
|
(in millions)
|
||||||||||
As of October 31, 2018
|
|
|
|
|
|
|
|
|
|||
Purchased technology
|
$
|
947
|
|
|
$
|
683
|
|
|
$
|
264
|
|
Trademark/Tradename
|
151
|
|
|
88
|
|
|
63
|
|
|||
Customer relationships
|
107
|
|
|
63
|
|
|
44
|
|
|||
Third-party technology and licenses
|
28
|
|
|
19
|
|
|
9
|
|
|||
Total amortizable intangible assets
|
1,233
|
|
|
853
|
|
|
380
|
|
|||
In-Process R&D
|
111
|
|
|
—
|
|
|
111
|
|
|||
Total
|
$
|
1,344
|
|
|
$
|
853
|
|
|
$
|
491
|
|
As of January 31, 2019
|
|
|
|
|
|
|
|
|
|||
Purchased technology
|
$
|
1,028
|
|
|
$
|
703
|
|
|
$
|
325
|
|
Trademark/Tradename
|
153
|
|
|
92
|
|
|
61
|
|
|||
Customer relationships
|
128
|
|
|
67
|
|
|
61
|
|
|||
Third-party technology and licenses
|
28
|
|
|
20
|
|
|
8
|
|
|||
Total amortizable intangible assets
|
1,337
|
|
|
882
|
|
|
455
|
|
|||
In-Process R&D
|
111
|
|
|
—
|
|
|
111
|
|
|||
Total
|
$
|
1,448
|
|
|
$
|
882
|
|
|
$
|
566
|
|
|
|
|
Fair Value Measurement at January 31, 2019 Using
|
||||||||||||
|
January 31,
2019 |
|
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)
|
$
|
973
|
|
|
$
|
973
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivative instruments (foreign exchange contracts)
|
4
|
|
|
—
|
|
|
4
|
|
|
—
|
|
||||
Long-term
|
|
|
|
|
|
|
|
||||||||
Trading securities
|
30
|
|
|
30
|
|
|
—
|
|
|
—
|
|
||||
Other investments
|
22
|
|
|
—
|
|
|
22
|
|
|
—
|
|
||||
Total assets measured at fair value
|
$
|
1,029
|
|
|
$
|
1,003
|
|
|
$
|
26
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Short-term
|
|
|
|
|
|
|
|
||||||||
Derivative instruments (foreign exchange contracts)
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
—
|
|
Long-term
|
|
|
|
|
|
|
|
||||||||
Deferred compensation liability
|
30
|
|
|
—
|
|
|
30
|
|
|
—
|
|
||||
Total liabilities measured at fair value
|
$
|
36
|
|
|
$
|
—
|
|
|
$
|
36
|
|
|
$
|
—
|
|
|
|
|
Fair Value Measurement at October 31, 2018 Using
|
||||||||||||
|
October 31,
2018 |
|
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)
|
$
|
1,355
|
|
|
$
|
1,355
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Derivative instruments (foreign exchange contracts)
|
16
|
|
|
—
|
|
|
16
|
|
|
—
|
|
||||
Long-term
|
|
|
|
|
|
|
|
||||||||
Trading securities
|
30
|
|
|
30
|
|
|
—
|
|
|
—
|
|
||||
Total assets measured at fair value
|
$
|
1,401
|
|
|
$
|
1,385
|
|
|
$
|
16
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Short-term
|
|
|
|
|
|
|
|
||||||||
Derivative instruments (foreign exchange contracts)
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
—
|
|
Long-term
|
|
|
|
|
|
|
|
||||||||
Deferred compensation liability
|
30
|
|
|
—
|
|
|
30
|
|
|
—
|
|
||||
Total liabilities measured at fair value
|
$
|
35
|
|
|
$
|
—
|
|
|
$
|
35
|
|
|
$
|
—
|
|
|
|
Derivatives Designated as Cash Flow
Hedges
|
|
Derivatives
Not
Designated
as Hedging
Instruments
|
||||
|
|
Forward
Contracts USD
|
|
Forward
Contracts USD
|
||||
Currency
|
|
Buy/(Sell)
|
|
Buy/(Sell)
|
||||
|
|
(in millions)
|
||||||
Euro
|
|
$
|
(48
|
)
|
|
$
|
40
|
|
British Pound
|
|
(57
|
)
|
|
5
|
|
||
Canadian Dollar
|
|
(34
|
)
|
|
8
|
|
||
Australian Dollar
|
|
4
|
|
|
4
|
|
||
Malaysian Ringgit
|
|
—
|
|
|
(5
|
)
|
||
Japanese Yen
|
|
(92
|
)
|
|
11
|
|
||
Danish Krone
|
|
—
|
|
|
7
|
|
||
Korean Won
|
|
(39
|
)
|
|
(36
|
)
|
||
Singapore Dollar
|
|
14
|
|
|
2
|
|
||
Swiss Franc
|
|
—
|
|
|
(9
|
)
|
||
Chinese Yuan Renminbi
|
|
(44
|
)
|
|
(46
|
)
|
||
Polish Zloty
|
|
—
|
|
|
(3
|
)
|
||
Swedish Krona
|
|
—
|
|
|
(9
|
)
|
||
Other
|
|
—
|
|
|
(23
|
)
|
||
Totals
|
|
$
|
(296
|
)
|
|
$
|
(54
|
)
|
Fair Values of Derivative Instruments
|
||||||||||||||||||
Asset Derivatives
|
|
Liability Derivatives
|
||||||||||||||||
|
|
Fair Value
|
|
|
|
Fair Value
|
||||||||||||
Balance Sheet Location
|
|
January 31,
2019 |
|
October 31,
2018 |
|
Balance Sheet Location
|
|
January 31,
2019 |
|
October 31,
2018 |
||||||||
(in millions)
|
||||||||||||||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash flow hedges
|
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other current assets
|
|
$
|
3
|
|
|
$
|
11
|
|
|
Other accrued liabilities
|
|
$
|
4
|
|
|
$
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Foreign exchange contracts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other current assets
|
|
$
|
1
|
|
|
$
|
5
|
|
|
Other accrued liabilities
|
|
$
|
2
|
|
|
$
|
4
|
|
Total derivatives
|
|
$
|
4
|
|
|
$
|
16
|
|
|
|
|
$
|
6
|
|
|
$
|
5
|
|
|
|||||||
|
Three Months Ended
|
||||||
|
January 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in millions)
|
||||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
||
Cash Flow Hedges
|
|
|
|
||||
Foreign exchange contracts:
|
|
|
|
||||
Loss recognized in accumulated other comprehensive income (loss)
|
$
|
(6
|
)
|
|
$
|
(10
|
)
|
Gain reclassified from accumulated other comprehensive income (loss) into cost of sales
|
$
|
5
|
|
|
$
|
—
|
|
Gain on time value of forward contracts recorded in cost of sales
|
$
|
1
|
|
|
$
|
—
|
|
Derivatives not designated as hedging instruments:
|
|
|
|
||||
Gain (loss) recognized in other income (expense)
|
$
|
(3
|
)
|
|
$
|
6
|
|
|
Three Months Ended January 31,
|
||||||||||||||||||||||
|
U.S.
Pension Plans |
|
Non-U.S.
Pension Plans |
|
U.S. Post Retirement
Benefit Plans
|
||||||||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
Service cost—benefits earned during the period
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Interest cost on benefit obligation
|
5
|
|
|
4
|
|
|
3
|
|
|
3
|
|
|
—
|
|
|
1
|
|
||||||
Expected return on plan assets
|
(7
|
)
|
|
(7
|
)
|
|
(11
|
)
|
|
(11
|
)
|
|
(1
|
)
|
|
(2
|
)
|
||||||
Amortization:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Actuarial losses
|
—
|
|
|
—
|
|
|
9
|
|
|
7
|
|
|
1
|
|
|
2
|
|
||||||
Prior service credits
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
||||||
Total net plan costs
|
$
|
(2
|
)
|
|
$
|
(3
|
)
|
|
$
|
7
|
|
|
$
|
5
|
|
|
$
|
(2
|
)
|
|
$
|
(1
|
)
|
Settlements gains
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(5
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
||||||
|
January 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in millions)
|
||||||
Beginning balance as of November 1,
|
$
|
35
|
|
|
$
|
34
|
|
Accruals for warranties including change in estimate
|
13
|
|
|
11
|
|
||
Settlements made during the period
|
(16
|
)
|
|
(12
|
)
|
||
Ending balance as of January 31,
|
$
|
32
|
|
|
$
|
33
|
|
|
|
|
|
||||
Accruals for warranties due within one year
|
$
|
32
|
|
|
$
|
33
|
|
Accruals for warranties due after one year
|
—
|
|
|
—
|
|
||
Ending balance as of January 31,
|
$
|
32
|
|
|
$
|
33
|
|
|
January 31, 2019
|
|
October 31, 2018
|
||||||||||||||||||||
|
Amortized Principal
|
|
Swap
|
|
Total
|
|
Amortized
Principal
|
|
Swap
|
|
Total
|
||||||||||||
|
(in millions)
|
||||||||||||||||||||||
2020 Senior Notes
|
499
|
|
|
6
|
|
|
505
|
|
|
499
|
|
|
7
|
|
|
506
|
|
||||||
2022 Senior Notes
|
399
|
|
|
—
|
|
|
399
|
|
|
399
|
|
|
—
|
|
|
399
|
|
||||||
2023 Senior Notes
|
597
|
|
|
—
|
|
|
597
|
|
|
597
|
|
|
—
|
|
|
597
|
|
||||||
2026 Senior Notes
|
297
|
|
|
—
|
|
|
297
|
|
|
297
|
|
|
—
|
|
|
297
|
|
||||||
Total
|
$
|
1,792
|
|
|
$
|
6
|
|
|
$
|
1,798
|
|
|
$
|
1,792
|
|
|
$
|
7
|
|
|
$
|
1,799
|
|
|
|
|
|
Net defined benefit pension cost and post retirement plan costs
|
|
|
|
|
||||||||||||
Three Months Ended January 31, 2019
|
|
Foreign currency translation
|
|
Prior service credits
|
|
Actuarial Losses
|
|
Unrealized gains (losses) on derivatives
|
|
Total
|
||||||||||
|
|
(in millions)
|
||||||||||||||||||
As of October 31, 2018
|
|
$
|
(214
|
)
|
|
$
|
134
|
|
|
$
|
(335
|
)
|
|
$
|
7
|
|
|
$
|
(408
|
)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Impact of adoption of new guidance on tax effects in accumulated other comprehensive income
|
|
—
|
|
|
3
|
|
|
(9
|
)
|
|
(1
|
)
|
|
(7
|
)
|
|||||
|
|
(214
|
)
|
|
137
|
|
|
(344
|
)
|
|
6
|
|
|
(415
|
)
|
|||||
Other comprehensive income (loss) before reclassifications
|
|
29
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
23
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Amounts reclassified out of accumulated other comprehensive income (loss)
|
|
—
|
|
|
(2
|
)
|
|
10
|
|
|
(5
|
)
|
|
3
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Tax (expense) benefit
|
|
9
|
|
|
—
|
|
|
(4
|
)
|
|
3
|
|
|
8
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other comprehensive income (loss)
|
|
38
|
|
|
(2
|
)
|
|
6
|
|
|
(8
|
)
|
|
34
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
As of January 31, 2019
|
|
$
|
(176
|
)
|
|
$
|
135
|
|
|
$
|
(338
|
)
|
|
$
|
(2
|
)
|
|
$
|
(381
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Details about accumulated other
comprehensive income (loss) components
|
|
Amounts Reclassified from
other comprehensive income (loss)
|
|
Affected line item in
statement of operations
|
||||||
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||
|
|
Three Months Ended
|
|
|
||||||
|
|
January 31,
|
|
|
||||||
|
|
2019
|
|
2018
|
|
|
||||
|
|
|
|
|
|
|
||||
Unrealized gain on derivatives
|
|
$
|
5
|
|
|
$
|
—
|
|
|
Cost of products
|
|
|
5
|
|
|
—
|
|
|
Total before income tax
|
||
|
|
(1
|
)
|
|
—
|
|
|
(Provision) for income tax
|
||
|
|
4
|
|
|
—
|
|
|
Total net of income tax
|
||
Net defined benefit pension cost and post retirement plan costs:
|
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
||||
Actuarial net loss
|
|
(10
|
)
|
|
(9
|
)
|
|
|
||
Prior service benefit
|
|
2
|
|
|
2
|
|
|
|
||
|
|
(8
|
)
|
|
(7
|
)
|
|
Total before income tax
|
||
|
|
4
|
|
|
1
|
|
|
Benefit for income tax
|
||
|
|
(4
|
)
|
|
(6
|
)
|
|
Total net of income tax
|
||
|
|
|
|
|
|
|
||||
Total reclassifications for the period
|
|
$
|
—
|
|
|
$
|
(6
|
)
|
|
|
|
Three Months Ended
|
||||||
|
January 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in millions)
|
||||||
Net Revenue:
|
|
|
|
||||
Life Sciences and Applied Markets
|
$
|
607
|
|
|
$
|
596
|
|
Diagnostics and Genomics
|
235
|
|
|
207
|
|
||
Agilent CrossLab
|
442
|
|
|
408
|
|
||
Total net revenue
|
$
|
1,284
|
|
|
$
|
1,211
|
|
|
|
|
|
||||
Segment Income From Operations:
|
|
|
|
|
|
||
Life Sciences and Applied Markets
|
$
|
159
|
|
|
$
|
154
|
|
Diagnostics and Genomics
|
33
|
|
|
24
|
|
||
Agilent CrossLab
|
105
|
|
|
87
|
|
||
Total segment income from operations
|
$
|
297
|
|
|
$
|
265
|
|
|
Three Months Ended
|
||||||
|
January 31,
|
||||||
|
2019
|
|
2018
|
||||
|
(in millions)
|
||||||
Total reportable segments’ income from operations
|
$
|
297
|
|
|
$
|
265
|
|
Transformational initiatives
|
(5
|
)
|
|
(4
|
)
|
||
Amortization of intangible assets related to business combinations
|
(28
|
)
|
|
(25
|
)
|
||
Acquisition and integration costs
|
(10
|
)
|
|
(3
|
)
|
||
NASD site costs
|
(2
|
)
|
|
(2
|
)
|
||
Special compliance costs
|
—
|
|
|
(1
|
)
|
||
Other
|
(2
|
)
|
|
(1
|
)
|
||
Interest income
|
10
|
|
|
9
|
|
||
Interest expense
|
(18
|
)
|
|
(20
|
)
|
||
Other income (expense), net
|
6
|
|
|
15
|
|
||
Income before taxes, as reported
|
$
|
248
|
|
|
$
|
233
|
|
|
January 31,
2019 |
|
October 31,
2018 |
||||
|
(in millions)
|
||||||
Segment Assets:
|
|
|
|
||||
Life Sciences and Applied Markets
|
$
|
2,051
|
|
|
$
|
1,744
|
|
Diagnostics and Genomics
|
2,649
|
|
|
2,679
|
|
||
Agilent CrossLab
|
1,306
|
|
|
1,267
|
|
||
Total segment assets
|
$
|
6,006
|
|
|
$
|
5,690
|
|
|
Three Months Ended
|
|
Year over Year Change
|
||||||
|
January 31,
|
|
Three
|
||||||
|
2019
|
|
2018
|
|
Months
|
||||
|
(in millions)
|
|
|
||||||
Net revenue:
|
|
|
|
|
|
||||
Products
|
$
|
980
|
|
|
$
|
930
|
|
|
5%
|
Services and other
|
304
|
|
|
281
|
|
|
8%
|
||
Total net revenue
|
$
|
1,284
|
|
|
$
|
1,211
|
|
|
6%
|
|
|
Three Months Ended
|
|
Year over Year Change
|
||||||
|
|
January 31,
|
|
Three
|
||||||
|
|
2019
|
|
2018
|
|
Months
|
||||
|
|
(in millions)
|
|
|
||||||
Net revenue by segment:
|
|
|
|
|
|
|
||||
Life sciences and applied markets
|
|
$
|
607
|
|
|
$
|
596
|
|
|
2%
|
Diagnostics and genomics
|
|
235
|
|
|
207
|
|
|
13%
|
||
Agilent Crosslab
|
|
442
|
|
|
408
|
|
|
8%
|
||
Total net revenue
|
|
$
|
1,284
|
|
|
$
|
1,211
|
|
|
6%
|
|
|
Three Months Ended
|
|
Year over Year Change
|
||||||
|
|
January 31,
|
|
Three
|
||||||
|
|
2019
|
|
2018
|
|
Months
|
||||
(in millions, except margin data)
|
|
|
|
|
|
|
||||
Total gross margin
|
|
55.1
|
%
|
|
55.3
|
%
|
|
—
|
||
Research and development
|
|
$
|
102
|
|
|
$
|
94
|
|
|
9%
|
Selling, general and administrative
|
|
$
|
355
|
|
|
$
|
347
|
|
|
2%
|
Operating margin
|
|
19.5
|
%
|
|
18.9
|
%
|
|
1 ppt
|
|
|
Three Months Ended
|
|
Year over Year Change
|
||||||
|
|
January 31,
|
|
Three
|
||||||
|
|
2019
|
|
2018
|
|
Months
|
||||
|
|
(in millions)
|
|
|
||||||
|
|
|
|
|
|
|
||||
Net revenue
|
|
$
|
607
|
|
|
$
|
596
|
|
|
2%
|
|
|
Three Months Ended
|
|
Year over Year Change
|
||||||
|
|
January 31,
|
|
Three
|
||||||
|
|
2019
|
|
2018
|
|
Months
|
||||
(in millions, except margin data)
|
|
|
|
|
|
|
||||
Gross margin
|
|
62.1
|
%
|
|
62.1
|
%
|
|
—
|
||
Research and development
|
|
$
|
56
|
|
|
$
|
54
|
|
|
4%
|
Selling, general and administrative
|
|
$
|
162
|
|
|
$
|
162
|
|
|
—
|
Operating margin
|
|
26.1
|
%
|
|
25.9
|
%
|
|
—
|
|
|
Three Months Ended
|
|
Year over Year Change
|
||||||
|
|
January 31,
|
|
Three
|
||||||
|
|
2019
|
|
2018
|
|
Months
|
||||
|
|
(in millions)
|
|
|
||||||
|
|
|
|
|
|
|
||||
Net revenue
|
|
$
|
235
|
|
|
$
|
207
|
|
|
13%
|
|
|
Three Months Ended
|
|
Year over Year Change
|
||||||
|
|
January 31,
|
|
Three
|
||||||
|
|
2019
|
|
2018
|
|
Months
|
||||
(in millions, except margin data)
|
|
|
|
|
|
|
||||
Gross margin
|
|
54.0
|
%
|
|
54.2
|
%
|
|
—
|
||
Research and development
|
|
$
|
31
|
|
|
$
|
25
|
|
|
26%
|
Selling, general and administrative
|
|
$
|
63
|
|
|
$
|
63
|
|
|
—
|
Operating margin
|
|
14.0
|
%
|
|
11.7
|
%
|
|
2 ppts
|
|
|
Three Months Ended
|
|
Year over Year Change
|
||||||
|
|
January 31,
|
|
Three
|
||||||
|
|
2019
|
|
2018
|
|
Months
|
||||
|
|
(in millions)
|
|
|
||||||
|
|
|
|
|
|
|
||||
Net revenue
|
|
$
|
442
|
|
|
$
|
408
|
|
|
8%
|
|
|
Three Months Ended
|
|
Year over Year Change
|
||||||
|
|
January 31,
|
|
Three
|
||||||
|
|
2019
|
|
2018
|
|
Months
|
||||
(in millions, except margin data)
|
|
|
|
|
|
|
||||
Gross margin
|
|
51.3
|
%
|
|
50.4
|
%
|
|
1 ppt
|
||
Research and development
|
|
$
|
15
|
|
|
$
|
14
|
|
|
1%
|
Selling, general and administrative
|
|
$
|
107
|
|
|
$
|
105
|
|
|
2%
|
Operating margin
|
|
23.9
|
%
|
|
21.2
|
%
|
|
3 ppts
|
•
|
properly identify customer needs and predict future needs;
|
•
|
innovate and develop new technologies, services and applications;
|
•
|
appropriately allocate our research and development spending to products and services with higher growth prospects;
|
•
|
successfully commercialize new technologies in a timely manner;
|
•
|
manufacture and deliver new products in sufficient volumes and on time;
|
•
|
differentiate our offerings from our competitors' offerings;
|
•
|
price our products competitively;
|
•
|
anticipate our competitors' development of new products, services or technological innovations; and
|
•
|
control product quality in our manufacturing process.
|
•
|
reduced demand for our products, delays in the shipment of orders, or increases in order cancellations;
|
•
|
increased risk of excess and obsolete inventories;
|
•
|
increased price pressure for our products and services; and
|
•
|
greater risk of impairment to the value, and a detriment to the liquidity, of our investment portfolio.
|
•
|
interruption to transportation flows for delivery of parts to us and finished goods to our customers;
|
•
|
changes in a specific country's or region's political, economic or other conditions;
|
•
|
changes in diplomatic and trade relationships, such as the United Kingdom's exit from the European Union, including new tariffs, trade protection measures, import or export licensing requirements, new or different customs duties, trade embargoes and sanctions and other trade barriers;
|
•
|
tariffs imposed by the U.S. on goods from other countries and tariffs imposed by other countries on U.S. goods, including the tariffs enacted and proposed by the U.S. government on various imports from China and by the Chinese government on certain U.S. goods, the scope and duration of which, if implemented, remains uncertain;
|
•
|
negative consequences from changes in or differing interpretations of laws and regulations, including those related to tax and import/export;
|
•
|
difficulty in staffing and managing widespread operations;
|
•
|
differing labor regulations;
|
•
|
differing protection of intellectual property;
|
•
|
unexpected changes in regulatory requirements; and
|
•
|
geopolitical uncertainty or turmoil, including terrorism and war.
|
•
|
increasing our vulnerability to downturns in our business, to competitive pressures and to adverse economic and industry conditions;
|
•
|
requiring the dedication of an increased portion of our expected cash flows from operations to service our indebtedness, thereby reducing the amount of expected cash flows available for other purposes, including capital expenditures, acquisitions, stock repurchases and dividends; and
|
•
|
limiting our flexibility in planning for, or reacting to, changes in our business and our industry.
|
Period
|
|
Total Number of
Shares of Common
Stock Purchased
(1)
|
|
Weighted Average
Price Paid per Share of Common Stock (2) |
|
Total
Number of Shares of Common Stock Purchased as Part of Publicly Announced Plans or Programs (1) |
|
Maximum
Approximate Dollar Value of Shares of Common Stock that May Yet Be Purchased Under the Plans or Programs (in millions) (1) |
||||||
|
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
||||||
November 1, 2018 through November 30, 2018
|
|
79,715
|
|
|
$
|
69.86
|
|
|
79,715
|
|
|
$
|
1,744
|
|
December 1, 2018 through December 31, 2018
|
|
716,143
|
|
|
$
|
65.36
|
|
|
716,143
|
|
|
$
|
1,697
|
|
January 1, 2019 through January 31, 2019
|
|
331,697
|
|
|
$
|
67.33
|
|
|
331,697
|
|
|
$
|
1,675
|
|
Total
|
|
1,127,555
|
|
|
$
|
66.26
|
|
|
1,127,555
|
|
|
$
|
1,675
|
|
(1)
|
On November 19, 2018 we announced that our board of directors had approved a new share repurchase program (the "2019 repurchase program") designed, among other things, to reduce or eliminate dilution resulting from issuance of stock under the company's employee equity incentive programs. The 2019 repurchase program authorizes the purchase of up to
$1.75 billion
of our common stock at the company's discretion and has no fixed termination date. The 2019 repurchase program does not require the company to acquire a specific number of shares and may be suspended, amended or discontinued at an time. As of
January 31, 2019
, all repurchased shares have been retired.
|
(2)
|
The weighted average price paid per share of common stock does not include the cost of commissions.
|
Exhibit
|
|
|
|
Number
|
|
Description
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.1
|
|
|
|
|
|
|
|
31.2
|
|
|
|
|
|
|
|
32.1
|
|
|
|
|
|
|
|
32.2
|
|
|
|
|
|
|
|
101.INS XBRL
|
|
Instance Document
|
|
|
|
|
|
101.SCH XBRL
|
|
Schema Document
|
|
|
|
|
|
101.CAL XBRL
|
|
Calculation Linkbase Document
|
|
|
|
|
|
101.LAB XBRL
|
|
Labels Linkbase Document
|
|
|
|
|
|
101.PRE XBRL
|
|
Presentation Linkbase Document
|
|
|
|
|
|
101.DEF XBRL
|
|
Definition Linkbase Document
|
|
|
|
|
|
|
|
|
Dated:
|
March 5, 2019
|
By:
|
/s/ Robert W. McMahon
|
|
|
|
Robert W. McMahon
|
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|
|
|
|
|
Dated:
|
March 5, 2019
|
By:
|
/s/ Rodney Gonsalves
|
|
|
|
Rodney Gonsalves
|
|
|
|
Vice President, Corporate Controllership
|
|
|
|
(Principal Accounting Officer)
|
1.
|
I have reviewed this Form 10-Q 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 Rules 13a-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:
|
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):
|
Date:
|
March 5, 2019
|
|
|
|
/s/ MICHAEL R. MCMULLEN
|
|
|
Michael R. McMullen
|
|
|
Director and Chief Executive Officer
|
1.
|
I have reviewed this Form 10-Q 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 Rules 13a-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:
|
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):
|
Date:
|
March 5, 2019
|
/s/ ROBERT W. MCMAHON
|
|
|
Robert W. McMahon
|
|
|
Senior Vice President and Chief Financial Officer
|
Date:
|
March 5, 2019
|
/s/ MICHAEL R. MCMULLEN
|
|
|
Michael R. McMullen
|
|
|
Director and Chief Executive Officer
|
Date:
|
March 5, 2019
|
/s/ ROBERT W. MCMAHON
|
|
|
Robert W. McMahon
|
|
|
Senior Vice President and Chief Financial Officer
|