2012
Building
ANNUAL REPORT
Two Great
Companies
From One
2013 ANNUAL REPORT
AGILENT TECHNOLOGIES, INC.
ANNUAL REPORT TO STOCKHOLDERS
ANNUAL REPORT CONSOLIDATED FINANCIAL STATEMENTS
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© Agilent Technologies, Inc. 2014www.agilent.com
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AGILENT TECHNOLOGIES, INC.
2013 ANNUAL REPORT
ANNUAL REPORT TO STOCKHOLDERS
ANNUAL REPORT CONSOLIDATED FINANCIAL STATEMENTS
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Keysight Technologies
To our Shareholders,
On Sept. 19, 2013, we announced the separation of the company in order to create two
companies with greater strategy and management focus, each well positioned for growth in its
respective markets. Capitalizing on the strength of our electronic measurement business, we have
grown a life sciences, diagnostics and applied chemical business that is large enough to be an
independent company. With the separation, we will create two unique and compelling
investment profiles, each with a greater strategic focus on its distinct industries. Both companies
will be positioned to attract a more focused shareholder base.
The separation of the company is expected to be completed in early November 2014. Agilent
Technologies will focus 100 percent on the life science, diagnostic and applied chemical
markets. Keysight Technologies, the new electronic measurement company, will focus 100
percent on the communications, computer, semiconductors, aerospace and defense and industrial
markets. Agilent shareholders will receive a pro-rata distribution of shares in Keysight
Technologies via a tax free spinoff. Both companies will be well capitalized, have strong balance
sheets and expect investment-grade profiles. Agilent will continue to pay an annual dividend of
approximately $130 million per year, implying a yield at least equal to the current yield.
Keysight will not pay an initial dividend. During the separation process, Agilent expects to
continue both its dividend and a share repurchase intended to maintain the current share count. It
is expected that Agilent will remain a member of the S&P 500’s healthcare sector.
We are very pleased that Ron Nersesian will be the president and CEO of Keysight
Technologies. Ron has deep experience in the electronic measurement market, with a proven
track record of leading the business. He has the vision, enthusiasm and industry knowledge to
propel the new company to greater growth and success. Keysight Technologies will be launched
with the tagline of “unlocking measurement insights for 75 years,” a recognition of its long
heritage of technology leadership and innovation.
Agilent Technologies
Agilent Technologies will continue as a life sciences, diagnostics and applied chemical markets
company under my leadership as president and CEO. Our new mission is to be the premier
partner for our laboratory customers, as we work together to build a healthier world. Agilent will
compete in a $40 billion market from the strength of our position in food, environmental,
chemical and energy markets, with enormous opportunities in the pharmaceutical, biotech, life
science, academic, diagnostics and clinical markets. We believe we have a strong No. 2 position
in our markets that will enable healthy growth in the future.
While Agilent has made several strategic acquisitions over the past several years to complement
our organic growth rate, we are a company focused on delivering above-market organic growth.
We are able to do so as a result of our R&D investment, our ability to address the needs of
developing markets, and our commitment to deliver complete workflow solutions to our
To our Shareholders,
On Sept. 19, 2013, we announced the separation of the company in order to create two
companies with greater strategy and management focus, each well positioned for growth in its
respective markets. Capitalizing on the strength of our electronic measurement business, we have
grown a life sciences, diagnostics and applied chemical business that is large enough to be an
independent company. With the separation, we will create two unique and compelling
investment profiles, each with a greater strategic focus on its distinct industries. Both companies
will be positioned to attract a more focused shareholder base.
The separation of the company is expected to be completed in early November 2014. Agilent
Technologies will focus 100 percent on the life science, diagnostic and applied chemical
markets. Keysight Technologies, the new electronic measurement company, will focus 100
percent on the communications, computer, semiconductors, aerospace and defense and industrial
markets. Agilent shareholders will receive a pro-rata distribution of shares in Keysight
Technologies via a tax free spinoff. Both companies will be well capitalized, have strong balance
sheets and expect investment-grade profiles. Agilent will continue to pay an annual dividend of
approximately $130 million per year, implying a yield at least equal to the current yield.
Keysight will not pay an initial dividend. During the separation process, Agilent expects to
continue both its dividend and a share repurchase intended to maintain the current share count. It
is expected that Agilent will remain a member of the S&P 500’s healthcare sector.
Keysight Technologies
We are very pleased that Ron Nersesian will be the president and CEO of Keysight
Technologies. Ron has deep experience in the electronic measurement market, with a proven
track record of leading the business. He has the vision, enthusiasm and industry knowledge to
propel the new company to greater growth and success. Keysight Technologies will be launched
with the tagline of “unlocking measurement insights for 75 years,” a recognition of its long
heritage of technology leadership and innovation.
Agilent Technologies
Agilent Technologies will continue as a life sciences, diagnostics and applied chemical markets
company under my leadership as president and CEO. Our new mission is to be the premier
partner for our laboratory customers, as we work together to build a healthier world. Agilent will
compete in a $40 billion market from the strength of our position in food, environmental,
chemical and energy markets, with enormous opportunities in the pharmaceutical, biotech, life
science, academic, diagnostics and clinical markets. We believe we have a strong No. 2 position
in our markets that will enable healthy growth in the future.
While Agilent has made several strategic acquisitions over the past several years to complement
our organic growth rate, we are a company focused on delivering above-market organic growth.
We are able to do so as a result of our R&D investment, our ability to address the needs of
developing markets, and our commitment to deliver complete workflow solutions to our
1
ANNUAL REPORTAnnual Report
customer
consuma
capabiliti
in the lab
rs. With a str
ables and rea
ies, and expa
bs and correl
rong instrum
agent produc
and our core
late data from
ment profile f
t offerings, p
e data system
m research to
for the labor
provide total
m platforms t
o the clinic.
ratory, we w
l laboratory
to easily ena
ill continue
service and
able applicat
to expand ou
support
tion developm
ur
ment
Our focu
faster tha
us on organic
an revenue, r
c growth, con
resulting in t
nsistent with
the creation
h Agilent’s o
of additiona
operating mo
al shareholde
odel, will dri
er value.
ive earnings
Bill Sulli
President
ivan
t and Chief E
Executive O
fficer
February
y 5, 2014
2
Agilent at a Glance
electronics industries.
pathology laboratories.
Agilent is the world's premier measurement company providing core bio-analytical and electronic
measurement solutions to the life sciences, diagnostics and genomics, chemical analysis, communications and
In June 2012, we acquired Dako A/S, a limited liability company incorporated under the laws of
Denmark. Dako provides antibodies, reagents, scientific instruments and software primarily to customers in
On September 19, 2013, Agilent announced plans to separate into two publicly traded companies, one
comprising of the life sciences, diagnostics and chemical analysis businesses that will retain the Agilent name
and the other that will be comprised of the electronic measurement business ("EM"). The separation is expected
to occur through a tax-free pro rata spin off of the EM company to Agilent shareholders and is expected to be
completed early in November 2014.
In addition to the announcement to separate into two companies, we formed a new operating segment in
the fourth fiscal quarter of 2013. The new life sciences and diagnostics segment was formed by the combination
of the life sciences business plus the diagnostics and genomics business. Following this reorganization, Agilent
has three business segments comprised of the life sciences and diagnostics business, the chemical analysis
business and the electronic measurement business.
Our life sciences and diagnostics business focuses on the pharmaceutical, academic and government, bio-
agriculture, food safety, clinical markets, biotechnology and contract research organization industries. Our
chemical analysis business focuses on the petrochemical, environmental, forensics and food safety industries.
Our electronic measurement business addresses the communications, electronics and other industries.
In addition to our three businesses, we conduct centralized manufacturing and order fulfillment through
Agilent Order Fulfillment ("AOF") as well as research through Agilent Technologies Laboratories (“Agilent
Labs”). Each of our three businesses, AOF and Agilent Labs, is supported by our global infrastructure
organization, which provides shared services in the areas of finance, information technology, legal, workplace
services and human resources.
We sell our products primarily through direct sales, but we also utilize distributors, resellers,
manufacturer's representatives, telesales and electronic commerce. Of our total net revenue of $6.8 billion for the
fiscal year ended October 31, 2013, we generated 30 percent in the U.S. and 70 percent outside the U.S. As of
October 31, 2013, we employed approximately 20,600 people worldwide. Our primary research and
development and manufacturing sites are in California, Colorado and Delaware in the U.S. and in Australia,
China, Denmark, Germany, India, Italy, Japan, Malaysia, Poland, Singapore and the United Kingdom.
Business Group
2013 Net Revenue
Life Sciences
$2.3 billion
and Diagnostics
Description
Summary: Our life sciences and diagnostics business provides
application-focused solutions that include reagents, instruments, software,
consumables, and services that enable customers to identify, quantify and
analyze the physical and biological properties of substances and products,
as well as enable customers in the clinical and life sciences research areas
to interrogate samples at the molecular level. We employed
approximately 6,100 people as of October 31, 2013 in our life sciences
and diagnostics business.
Markets: The markets for our life sciences and diagnostics group include
the pharmaceutical, biotechnology, contract research and contract
manufacturing organization market, the academic and government market
and the clinical market. The former market consists of “for-profit”
companies who participate across the pharmaceutical value chain in the
areas of therapeutic research, discovery & development, clinical trials,
3
customer
rs. With a str
rong instrum
ment profile f
for the labor
ratory, we w
ill continue
to expand ou
ur
consuma
ables and rea
agent produc
t offerings, p
provide total
l laboratory
service and
support
capabiliti
ies, and expa
and our core
e data system
m platforms t
to easily ena
able applicat
tion developm
ment
in the lab
bs and correl
late data from
m research to
o the clinic.
Our focu
us on organic
c growth, con
nsistent with
h Agilent’s o
operating mo
odel, will dri
ive earnings
faster tha
an revenue, r
resulting in t
the creation
of additiona
al shareholde
er value.
Bill Sulli
ivan
President
t and Chief E
Executive O
fficer
February
y 5, 2014
2
Agilent at a Glance
Agilent is the world's premier measurement company providing core bio-analytical and electronic
measurement solutions to the life sciences, diagnostics and genomics, chemical analysis, communications and
electronics industries.
In June 2012, we acquired Dako A/S, a limited liability company incorporated under the laws of
Denmark. Dako provides antibodies, reagents, scientific instruments and software primarily to customers in
pathology laboratories.
On September 19, 2013, Agilent announced plans to separate into two publicly traded companies, one
comprising of the life sciences, diagnostics and chemical analysis businesses that will retain the Agilent name
and the other that will be comprised of the electronic measurement business ("EM"). The separation is expected
to occur through a tax-free pro rata spin off of the EM company to Agilent shareholders and is expected to be
completed early in November 2014.
In addition to the announcement to separate into two companies, we formed a new operating segment in
the fourth fiscal quarter of 2013. The new life sciences and diagnostics segment was formed by the combination
of the life sciences business plus the diagnostics and genomics business. Following this reorganization, Agilent
has three business segments comprised of the life sciences and diagnostics business, the chemical analysis
business and the electronic measurement business.
Our life sciences and diagnostics business focuses on the pharmaceutical, academic and government, bio-
agriculture, food safety, clinical markets, biotechnology and contract research organization industries. Our
chemical analysis business focuses on the petrochemical, environmental, forensics and food safety industries.
Our electronic measurement business addresses the communications, electronics and other industries.
In addition to our three businesses, we conduct centralized manufacturing and order fulfillment through
Agilent Order Fulfillment ("AOF") as well as research through Agilent Technologies Laboratories (“Agilent
Labs”). Each of our three businesses, AOF and Agilent Labs, is supported by our global infrastructure
organization, which provides shared services in the areas of finance, information technology, legal, workplace
services and human resources.
We sell our products primarily through direct sales, but we also utilize distributors, resellers,
manufacturer's representatives, telesales and electronic commerce. Of our total net revenue of $6.8 billion for the
fiscal year ended October 31, 2013, we generated 30 percent in the U.S. and 70 percent outside the U.S. As of
October 31, 2013, we employed approximately 20,600 people worldwide. Our primary research and
development and manufacturing sites are in California, Colorado and Delaware in the U.S. and in Australia,
China, Denmark, Germany, India, Italy, Japan, Malaysia, Poland, Singapore and the United Kingdom.
Business Group
Life Sciences
and Diagnostics
2013 Net Revenue
$2.3 billion
Description
Summary: Our life sciences and diagnostics business provides
application-focused solutions that include reagents, instruments, software,
consumables, and services that enable customers to identify, quantify and
analyze the physical and biological properties of substances and products,
as well as enable customers in the clinical and life sciences research areas
to interrogate samples at the molecular level. We employed
approximately 6,100 people as of October 31, 2013 in our life sciences
and diagnostics business.
Markets: The markets for our life sciences and diagnostics group include
the pharmaceutical, biotechnology, contract research and contract
manufacturing organization market, the academic and government market
and the clinical market. The former market consists of “for-profit”
companies who participate across the pharmaceutical value chain in the
areas of therapeutic research, discovery & development, clinical trials,
3
3
ANNUAL REPORTAnnual Report
Chemical
Analysis
$1.6 billion
manufacturing and quality assurance and quality control. The academic
and government market consists primarily of “not-for-profit”
organizations and includes academic institutions, large government
institutes and privately funded organizations, and plays an influential role
in technology adoption and therapeutic developments for Pharma and
molecular diagnostics companies. The clinical market consists primarily
of pathology labs throughout the world located in hospitals, medical
centers, and reference labs. The clinical market for genomics consists of
high complexity clinical labs performing patient testing, including “for-
profit” reference laboratories, hospital labs, and molecular diagnostic
companies.
Product areas: The key product categories for the life sciences and
diagnostics business include: liquid chromatography, mass spectrometry,
software and informatics, lab automation and robotics, automated
electrophoresis and microfluidics, NMR, MRI and XRD systems, life
sciences consumables and services, pathology products, specific proteins
and flow reagents, target enrichment, cytogenetic research solutions and
microarrays, and PCR and qPCR Instrumentation and molecular biology
reagents.
Summary: Our chemical analysis business provides application-focused
solutions that include instruments, software, consumables and services that
enable customers to identify, quantify and analyze the physical and
biological properties of substances and products. We employed
approximately 3,800 people as of October 31, 2013 in our chemical
analysis business.
Markets: The markets for our chemical analysis group include chemical
and energy testing, environmental and forensics, and food safety markets.
The natural gas and petroleum refining markets use our products to
measure and control the quality of their finished products and to verify the
environmental safety of their operations. Our instruments, software and
workflow solutions are used by the environmental market for applications
such as laboratory and field analysis of chemical pollutants in air, water,
soil and solid waste. Drug testing and forensics laboratories use our
instruments, software and workflow solutions for applications such as
analyzing evidence associated with crime, screening athletes for
performance enhancing drugs, analyzing samples for recreational drugs, or
detecting and identifying biological and chemical warfare agents. Our
instruments, software, and workflow solutions are used throughout the
food production chain, including incoming inspection, new product
development, quality control and assurance, and packaging.
Product areas: The key product categories for the chemical analysis
business include: gas chromatography systems, columns and components;
gas chromatography mass spectrometry systems; inductively coupled
plasma mass spectrometry instruments; atomic absorption instruments;
microwave plasma-atomic emission spectrometry instruments; inductively
coupled plasma optical emission spectrometry instruments; software and
data systems; vacuum pumps and measurement technologies; services
support and consumable for our products.
Business Group
Electronic
2013 Net Revenue
$2.9 billion
Measurement
Description
Summary: Our electronic measurement business provides electronic
measurement instruments and systems, software design tools and related
services that are used in the design, development, manufacture,
installation, deployment and operation of electronics equipment, and
microscopy products. Related services include start-up assistance,
instrument productivity and application services and instrument calibration
and repair. We also offer customization, consulting and optimization
services throughout the customer’s product lifecycle. Our electronic
measurement business employed approximately 8,300 people as of
October 31, 2013.
Markets: The markets for our electronic measurement business include
communications test and general purpose test. We market our electronic
measurement products and services to network equipment manufacturers,
wireless device manufacturers, and communications service providers,
including component manufacturers within the supply chain for these
customers. We market our general purpose test products and services to
the electronics industry and other industries with significant electronic
content such as the aerospace and defense, computer and semiconductor
industries.
Product areas: We divide our electronic measurement products into
communications test products and general purpose test products. We sell
products and services applicable to a wide range of communications
networks and systems including wireless communications and microwave
networks, voice, broadband, data, and fiber optic networks.
Test products include electronic design automation software, vector and
signal analyzers, signal generators, vector and signal analyzers, signal
generators, vector network analyzers, one box testers, oscilloscopes, logic
and protocol analyzers, and bit-error ratio testers. Also, we sell the following
types of products into the general purpose test market: general purpose
instruments, modular instruments and test software, digital test products,
semiconductor and board test solutions, electronics manufacturing test
equipment, atomic force microscopes and network surveillance solutions.
4
5
Chemical
Analysis
$1.6 billion
Summary: Our chemical analysis business provides application-focused
solutions that include instruments, software, consumables and services that
manufacturing and quality assurance and quality control. The academic
and government market consists primarily of “not-for-profit”
organizations and includes academic institutions, large government
institutes and privately funded organizations, and plays an influential role
in technology adoption and therapeutic developments for Pharma and
molecular diagnostics companies. The clinical market consists primarily
of pathology labs throughout the world located in hospitals, medical
centers, and reference labs. The clinical market for genomics consists of
high complexity clinical labs performing patient testing, including “for-
profit” reference laboratories, hospital labs, and molecular diagnostic
companies.
Product areas: The key product categories for the life sciences and
diagnostics business include: liquid chromatography, mass spectrometry,
software and informatics, lab automation and robotics, automated
electrophoresis and microfluidics, NMR, MRI and XRD systems, life
sciences consumables and services, pathology products, specific proteins
and flow reagents, target enrichment, cytogenetic research solutions and
microarrays, and PCR and qPCR Instrumentation and molecular biology
reagents.
enable customers to identify, quantify and analyze the physical and
biological properties of substances and products. We employed
approximately 3,800 people as of October 31, 2013 in our chemical
analysis business.
Markets: The markets for our chemical analysis group include chemical
and energy testing, environmental and forensics, and food safety markets.
The natural gas and petroleum refining markets use our products to
measure and control the quality of their finished products and to verify the
environmental safety of their operations. Our instruments, software and
workflow solutions are used by the environmental market for applications
such as laboratory and field analysis of chemical pollutants in air, water,
soil and solid waste. Drug testing and forensics laboratories use our
instruments, software and workflow solutions for applications such as
analyzing evidence associated with crime, screening athletes for
performance enhancing drugs, analyzing samples for recreational drugs, or
detecting and identifying biological and chemical warfare agents. Our
instruments, software, and workflow solutions are used throughout the
food production chain, including incoming inspection, new product
development, quality control and assurance, and packaging.
Product areas: The key product categories for the chemical analysis
business include: gas chromatography systems, columns and components;
gas chromatography mass spectrometry systems; inductively coupled
plasma mass spectrometry instruments; atomic absorption instruments;
microwave plasma-atomic emission spectrometry instruments; inductively
coupled plasma optical emission spectrometry instruments; software and
data systems; vacuum pumps and measurement technologies; services
support and consumable for our products.
Business Group
Electronic
Measurement
2013 Net Revenue
$2.9 billion
Description
Summary: Our electronic measurement business provides electronic
measurement instruments and systems, software design tools and related
services that are used in the design, development, manufacture,
installation, deployment and operation of electronics equipment, and
microscopy products. Related services include start-up assistance,
instrument productivity and application services and instrument calibration
and repair. We also offer customization, consulting and optimization
services throughout the customer’s product lifecycle. Our electronic
measurement business employed approximately 8,300 people as of
October 31, 2013.
Markets: The markets for our electronic measurement business include
communications test and general purpose test. We market our electronic
measurement products and services to network equipment manufacturers,
wireless device manufacturers, and communications service providers,
including component manufacturers within the supply chain for these
customers. We market our general purpose test products and services to
the electronics industry and other industries with significant electronic
content such as the aerospace and defense, computer and semiconductor
industries.
Product areas: We divide our electronic measurement products into
communications test products and general purpose test products. We sell
products and services applicable to a wide range of communications
networks and systems including wireless communications and microwave
networks, voice, broadband, data, and fiber optic networks.
Test products include electronic design automation software, vector and
signal analyzers, signal generators, vector and signal analyzers, signal
generators, vector network analyzers, one box testers, oscilloscopes, logic
and protocol analyzers, and bit-error ratio testers. Also, we sell the following
types of products into the general purpose test market: general purpose
instruments, modular instruments and test software, digital test products,
semiconductor and board test solutions, electronics manufacturing test
equipment, atomic force microscopes and network surveillance solutions.
4
5
5
ANNUAL REPORTAnnual Report
Agilent
Technologies
Research
Laboratories
Agilent Technologies Research Laboratories is our research organization based in Santa
Clara, California, with offices in Europe and Asia. The Research Labs creates competitive
advantage through high-impact technology, driving market leadership and growth in
Agilent’s core businesses and expanding Agilent’s measurement footprint into adjacent
markets. At the cross-roads of the organization, the Research Labs are able to identify and
enable synergies across Agilent’s businesses to create competitive differentiation and
compelling customer value. As of the end of October 2013, Research Labs employed
approximately 210 personnel worldwide.
Global
Infrastructure
Organization
We provide support to our businesses through our global infrastructure organization. This
support includes services in the areas of finance, legal, workplace services, human resources
and information technology. Generally these organizations are centrally operated from Santa
Clara, California, with services provided worldwide. As of the end of October 2013, our
global infrastructure organization employed approximately 2,200 people worldwide.
Agilent Order
Fulfillment
Organization
The Agilent Order Fulfillment (“AOF”) organization leverages our strength in
manufacturing, engineering, strategic sourcing and logistics for our life sciences and
diagnostics, chemical analysis and electronic measurement businesses. In general, AOF
employees are dedicated to specific businesses and business headcount numbers include
AOF employees. In the fourth quarter of 2013 we announced that the AOF organization
had been divided into two separate operations; one dedicated to the life sciences, diagnostics
and chemical analysis businesses and one dedicated to the electronic measurement business.
Board
Committees
Audit & Finance
Committee
Heidi Fields,
Chairperson
Paul N. Clark
Robert J. Herbold
Compensation Committee
Koh Boon Hwee,
Chairperson
David M. Lawrence, M.D.
A. Barry Rand
Tadataka Yamada, M.D.
Nominating/Corporate
Governance Committee
James G. Cullen
Chairperson
Paul N. Clark
Heidi Fields
Robert J. Herbold
Koh Boon Hwee
David M. Lawrence, M.D.
A. Barry Rand
Tadataka Yamada, M.D.
Executive Committee
James G. Cullen,
Chairperson
William P. Sullivan
Officers
Robert Cantrell
Directors
James G. Cullen
Vice President, Treasurer
Chairman of the Board of
Neil P. Doughterty
Vice President, Agilent
Chief Financial Officer,
Keysight Technologies, Inc.
Lonnie G. Justice
Vice President and
General Manager,
Sales, Service and Support
Chemical Analysis Group
John Pouk
Vice President Worldwide
Sales, Life Sciences and
Diagnostics Group
Michael Tang
Vice President, Assistant
General Counsel and
Assistant Secretary
Stephen D. Williams
Vice President, Assistant
General Counsel and
Assistant Secretary, Agilent
General Counsel, Keysight
Technologies, Inc.
Directors of Agilent,
Retired President and
Chief Operating Officer of
Bell Atlantic Corporation
(now known as Verizon)
Paul N. Clark
Retired Chief Executive
Officer and President of
ICOS Corporation
Heidi Fields
Retired Executive Vice
President and Chief Financial
Officer of Blue Shield
of California
Robert J. Herbold
Retired Executive Vice
President of Microsoft
Corporation
Koh Boon Hwee
Managing Partner of
Credence Capital Fund II
(Cayman) Ltd.
David M. Lawrence, M.D.
Retired Chairman
Emeritus of Kaiser
Foundation Health
Plan, Inc. and Kaiser
Foundation Hospitals
A. Barry Rand
Chief Executive Officer
of AARP
William P. Sullivan,
Chief Executive Officer of
Agilent Technologies, Inc.
Tadataka Yamada, M.D.
Chief Medical and
Scientific Officer of
Takeda Pharmaceuticals
International, Inc.
Senior
Executives
William P. Sullivan*
Chief Executive Officer
and President
Ronald S. Nersesian*
Executive Vice President, Agilent
Chief Executive Officer
and President, Keysight
Technologies, Inc.
Henrik Ancher-Jensen*
Senior Vice President, Agilent
President, Agilent Order
Fulfillment
Richard A. Burdsall
Senior Vice President,
Chief Infrastructure Officer
Gooi Soon Chai
Senior Vice President, Agilent
President, Electronic
Measurement Order
Fulfillment and Infrastructure
Solange Glaize*
Vice President, Chief
Accounting Officer
Jean M. Halloran*
Senior Vice President,
Human Resources
Didier Hirsch*
Senior Vice President and
Chief Financial Officer
Marie Oh Huber*
Senior Vice President,
General Counsel and
Secretary
Michael R. McMullen*
Senior Vice President, Agilent
President, Chemical Analysis
Shiela B. Robertson
Senior Vice President,
Corporate Development
and Strategy
Guy Séné*
Senior Vice President, Agilent
President, Electronic Measurement
Darlene J.S. Solomon, Ph.D.
Senior Vice President,
and Chief Technology Officer,
Life Sciences and Diagnostics
Fred Strohmeier*
Senior Vice President, Agilent
and President, Life Sciences and
Diagnostics
* These individuals are executive officers of Agilent under Section 16 of the Securities Exchange Act of 1934.
6
7
Agilent
Technologies
Research
Laboratories
Agilent Technologies Research Laboratories is our research organization based in Santa
Clara, California, with offices in Europe and Asia. The Research Labs creates competitive
advantage through high-impact technology, driving market leadership and growth in
Agilent’s core businesses and expanding Agilent’s measurement footprint into adjacent
markets. At the cross-roads of the organization, the Research Labs are able to identify and
enable synergies across Agilent’s businesses to create competitive differentiation and
compelling customer value. As of the end of October 2013, Research Labs employed
approximately 210 personnel worldwide.
Global
Infrastructure
Organization
We provide support to our businesses through our global infrastructure organization. This
support includes services in the areas of finance, legal, workplace services, human resources
and information technology. Generally these organizations are centrally operated from Santa
Clara, California, with services provided worldwide. As of the end of October 2013, our
global infrastructure organization employed approximately 2,200 people worldwide.
Agilent Order
Fulfillment
Organization
The Agilent Order Fulfillment (“AOF”) organization leverages our strength in
manufacturing, engineering, strategic sourcing and logistics for our life sciences and
diagnostics, chemical analysis and electronic measurement businesses. In general, AOF
employees are dedicated to specific businesses and business headcount numbers include
AOF employees. In the fourth quarter of 2013 we announced that the AOF organization
had been divided into two separate operations; one dedicated to the life sciences, diagnostics
and chemical analysis businesses and one dedicated to the electronic measurement business.
Board
Committees
Audit & Finance
Committee
Heidi Fields,
Chairperson
Paul N. Clark
Robert J. Herbold
Compensation Committee
Koh Boon Hwee,
Chairperson
David M. Lawrence, M.D.
A. Barry Rand
Tadataka Yamada, M.D.
Nominating/Corporate
Governance Committee
James G. Cullen
Chairperson
Paul N. Clark
Heidi Fields
Robert J. Herbold
Koh Boon Hwee
David M. Lawrence, M.D.
A. Barry Rand
Tadataka Yamada, M.D.
Executive Committee
James G. Cullen,
Chairperson
William P. Sullivan
Officers
Directors
Robert Cantrell
Vice President, Treasurer
Neil P. Doughterty
Vice President, Agilent
Chief Financial Officer,
Keysight Technologies, Inc.
Lonnie G. Justice
Vice President and
General Manager,
Sales, Service and Support
Chemical Analysis Group
John Pouk
Vice President Worldwide
Sales, Life Sciences and
Diagnostics Group
Michael Tang
Vice President, Assistant
General Counsel and
Assistant Secretary
Stephen D. Williams
Vice President, Assistant
General Counsel and
Assistant Secretary, Agilent
General Counsel, Keysight
Technologies, Inc.
James G. Cullen
Chairman of the Board of
Directors of Agilent,
Retired President and
Chief Operating Officer of
Bell Atlantic Corporation
(now known as Verizon)
Paul N. Clark
Retired Chief Executive
Officer and President of
ICOS Corporation
Heidi Fields
Retired Executive Vice
President and Chief Financial
Officer of Blue Shield
of California
Robert J. Herbold
Retired Executive Vice
President of Microsoft
Corporation
Koh Boon Hwee
Managing Partner of
Credence Capital Fund II
(Cayman) Ltd.
David M. Lawrence, M.D.
Retired Chairman
Emeritus of Kaiser
Foundation Health
Plan, Inc. and Kaiser
Foundation Hospitals
A. Barry Rand
Chief Executive Officer
of AARP
William P. Sullivan,
Chief Executive Officer of
Agilent Technologies, Inc.
Tadataka Yamada, M.D.
Chief Medical and
Scientific Officer of
Takeda Pharmaceuticals
International, Inc.
Senior
Executives
William P. Sullivan*
Chief Executive Officer
and President
Ronald S. Nersesian*
Executive Vice President, Agilent
Chief Executive Officer
and President, Keysight
Technologies, Inc.
Henrik Ancher-Jensen*
Senior Vice President, Agilent
President, Agilent Order
Fulfillment
Richard A. Burdsall
Senior Vice President,
Chief Infrastructure Officer
Gooi Soon Chai
Senior Vice President, Agilent
President, Electronic
Measurement Order
Fulfillment and Infrastructure
Solange Glaize*
Vice President, Chief
Accounting Officer
Jean M. Halloran*
Senior Vice President,
Human Resources
Didier Hirsch*
Senior Vice President and
Chief Financial Officer
Marie Oh Huber*
Senior Vice President,
General Counsel and
Secretary
Michael R. McMullen*
Senior Vice President, Agilent
President, Chemical Analysis
Shiela B. Robertson
Senior Vice President,
Corporate Development
and Strategy
Guy Séné*
Senior Vice President, Agilent
President, Electronic Measurement
Darlene J.S. Solomon, Ph.D.
Senior Vice President,
and Chief Technology Officer,
Life Sciences and Diagnostics
Fred Strohmeier*
Senior Vice President, Agilent
and President, Life Sciences and
Diagnostics
* These individuals are executive officers of Agilent under Section 16 of the Securities Exchange Act of 1934.
6
7
7
ANNUAL REPORTAnnual Report
Agilent’s annual meeting of stockholders will take place on Wednesday, March 19, 2014 at 8:00 a.m. at
Agilent’s headquarters located at 5301 Stevens Creek Boulevard, Building No. 5, Santa Clara, California.
Investor Information
Please see the full and audited financial statements and footnotes contained in this booklet. To receive paper
copies of the annual report, proxy statement, Form 10-K, earnings announcements and other financial
information, people in the United States and Canada should call our toll-free number: (877) 942-4200. In
addition, you can access this financial information at Agilent’s Investor Relations Web site. The address is
http://www.investor.agilent.com. This information is also available by writing to the address provided under the
Investor Contact heading below.
Corporate Governance, Business Conduct and Ethics
Agilent’s Amended and Restated Corporate Governance Standards, the charters of our Audit and Finance
Committee, our Compensation Committee, our Executive Committee and our Nominating/Corporate
Governance Committee, as well as our Standards of Business Conduct (including code of ethics provisions that
apply to our principal executive officer, principal financial officer, principal accounting officer and senior
financial officers) are available on our website at www.investor.agilent.com under “Corporate Governance”.
These items are also available in print to any stockholder in the United States and Canada who requests them by
calling (877) 942-4200. This information is also available by writing to the company at the address provided
below.
Agilent Headquarters
Agilent Technologies, Inc.
5301 Stevens Creek Boulevard
Santa Clara, CA 95051
Phone: (408) 345-8886
Transfer Agent and Registrar
Please contact our transfer agent, at the phone number or address listed below, with any questions about
stock certificates, transfer of ownership or other matters pertaining to your stock account.
Computershare Investor Services
250 Royall Street
Canton, MA 02021
United States
If calling from the United States or Canada: (877) 309-9856.
If calling from outside the United States and Canada: (312) 588-4672.
The e-mail address for general shareholder inquiries for Computershare is: www.computershare.com/contactus.
Investor Contact
Agilent Technologies, Inc.
Investor Relations Department
5301 Stevens Creek Boulevard
Santa Clara, CA 95051
You can also contact the Investor Relations Department via e-mail at the Agilent Investor Relations Web site
at http://www.investor.agilent.com. Click “Information Request” under the “Investor Information” tab to send a
message.
Common Stock
Our common stock is listed on the New York Stock Exchange with the ticker symbol “A”. The following
table sets forth the high and low sale prices and the dividend declarations per quarter for the 2012 and 2013 fiscal
years as reported in the consolidated transaction reporting system for the New York Stock Exchange:
Fiscal 2012
First Quarter (ended January 31, 2012)
Second Quarter (ended April 30, 2012)
Third Quarter (ended July 31, 2012)
Fourth Quarter (ended October 31, 2012)
Fiscal 2013
First Quarter (ended January 31, 2013)
Second Quarter (ended April 30, 2013)
Third Quarter (ended July 31, 2013)
Fourth Quarter (ended October 31, 2013)
High
44.85
46.28
43.27
40.97
High
45.55
45.66
47.47
53.47
$
$
$
$
$
$
$
$
Low
32.51
39.15
35.32
35.38
Low
35.45
40.19
41.24
45.32
$
$
$
$
$
$
$
$
Dividends
$0.10
N/A
$0.10
$0.10
Dividends
$0.22
N/A
$0.12
$0.12
As of December 1, 2013, there were 30,054 common stockholders of record.
During fiscal 2013, we issued four quarterly dividends, one of $0.10 per share and three of $0.12 per
share. All decisions regarding the declaration and payment of dividends are at the discretion of our Board of
Directors and will be evaluated regularly in light of our financial condition, earnings, growth prospects, funding
requirements, applicable law, and any other factors that our Board deems relevant. The information required by
this item with respect to equity compensation plans is included under the caption Equity Compensation Plans in
our proxy statement for the annual meeting of stockholders to be held March 19, 2014, to be filed with the
Securities and Exchange Commission pursuant to Regulation 14A, and is incorporated herein by reference.
8
9
Agilent’s annual meeting of stockholders will take place on Wednesday, March 19, 2014 at 8:00 a.m. at
Agilent’s headquarters located at 5301 Stevens Creek Boulevard, Building No. 5, Santa Clara, California.
Investor Information
Please see the full and audited financial statements and footnotes contained in this booklet. To receive paper
copies of the annual report, proxy statement, Form 10-K, earnings announcements and other financial
information, people in the United States and Canada should call our toll-free number: (877) 942-4200. In
addition, you can access this financial information at Agilent’s Investor Relations Web site. The address is
http://www.investor.agilent.com. This information is also available by writing to the address provided under the
Investor Contact heading below.
Corporate Governance, Business Conduct and Ethics
Agilent’s Amended and Restated Corporate Governance Standards, the charters of our Audit and Finance
Committee, our Compensation Committee, our Executive Committee and our Nominating/Corporate
Governance Committee, as well as our Standards of Business Conduct (including code of ethics provisions that
apply to our principal executive officer, principal financial officer, principal accounting officer and senior
financial officers) are available on our website at www.investor.agilent.com under “Corporate Governance”.
These items are also available in print to any stockholder in the United States and Canada who requests them by
calling (877) 942-4200. This information is also available by writing to the company at the address provided
below.
Agilent Headquarters
Agilent Technologies, Inc.
5301 Stevens Creek Boulevard
Santa Clara, CA 95051
Phone: (408) 345-8886
Transfer Agent and Registrar
Computershare Investor Services
250 Royall Street
Canton, MA 02021
United States
Investor Contact
Agilent Technologies, Inc.
Investor Relations Department
5301 Stevens Creek Boulevard
Santa Clara, CA 95051
Please contact our transfer agent, at the phone number or address listed below, with any questions about
stock certificates, transfer of ownership or other matters pertaining to your stock account.
If calling from the United States or Canada: (877) 309-9856.
If calling from outside the United States and Canada: (312) 588-4672.
The e-mail address for general shareholder inquiries for Computershare is: www.computershare.com/contactus.
You can also contact the Investor Relations Department via e-mail at the Agilent Investor Relations Web site
at http://www.investor.agilent.com. Click “Information Request” under the “Investor Information” tab to send a
message.
Common Stock
Our common stock is listed on the New York Stock Exchange with the ticker symbol “A”. The following
table sets forth the high and low sale prices and the dividend declarations per quarter for the 2012 and 2013 fiscal
years as reported in the consolidated transaction reporting system for the New York Stock Exchange:
Fiscal 2012
First Quarter (ended January 31, 2012)
Second Quarter (ended April 30, 2012)
Third Quarter (ended July 31, 2012)
Fourth Quarter (ended October 31, 2012)
Fiscal 2013
First Quarter (ended January 31, 2013)
Second Quarter (ended April 30, 2013)
Third Quarter (ended July 31, 2013)
Fourth Quarter (ended October 31, 2013)
High
44.85
46.28
43.27
40.97
High
45.55
45.66
47.47
53.47
$
$
$
$
$
$
$
$
Low
32.51
39.15
35.32
35.38
Low
35.45
40.19
41.24
45.32
$
$
$
$
$
$
$
$
Dividends
$0.10
N/A
$0.10
$0.10
Dividends
$0.22
N/A
$0.12
$0.12
As of December 1, 2013, there were 30,054 common stockholders of record.
During fiscal 2013, we issued four quarterly dividends, one of $0.10 per share and three of $0.12 per
share. All decisions regarding the declaration and payment of dividends are at the discretion of our Board of
Directors and will be evaluated regularly in light of our financial condition, earnings, growth prospects, funding
requirements, applicable law, and any other factors that our Board deems relevant. The information required by
this item with respect to equity compensation plans is included under the caption Equity Compensation Plans in
our proxy statement for the annual meeting of stockholders to be held March 19, 2014, to be filed with the
Securities and Exchange Commission pursuant to Regulation 14A, and is incorporated herein by reference.
8
9
9
ANNUAL REPORTAnnual Report
STOCK PRICE PERFORMANCE GRAPH
The graph below shows the cumulative total stockholder return, assuming the investment of $100 (and the
reinvestment of any dividends thereafter) for the period beginning on October 31, 2008, and ending on October
31, 2013, on each of: Agilent’s common stock; the S&P 500 Index; and our Peer Group which includes all
companies in the S&P Information Technology Sector, the S&P Healthcare Sector, and the S&P Industrials
Sector. A complete list of the companies in the Peer Group is provided below. Agilent’s stock price performance
shown in the following graph is not indicative of future stock price performance. The data for this performance
graph was compiled for us by Standard and Poor’s.
Comparison of 5 Years (10/31/2008 to 10/31/2013) Cumulative Total Return
Comparison of 5 Years (10/31/2008 to 10/31/2013) Cumulative Total Return
Among Agilent Technologies, the S&P 500 Index, and the Peer Group Index
Among Agilent Technologies, the S&P 500 Index, and the Peer Group Index
$250
$200
[INSERT STOCK PRICE PERFORMANCE GRAPH HERE]
$150
$100
$50
$0
Agilent Technologies
S&P 500
Peer Group
Peer Group
(Companies in the S&P Information Technology Sector, the S&P Healthcare Sector, and the S&P Industrials Sector)
3M Co
Abbott Laboratories
AbbVie Inc
Accenture PLC
Actavis Plc
Adobe Systems Inc
ADT Corp (The)
Aetna Inc.
Agilent Technologies Inc
Akamai Technologies Inc
Alexion Pharmaceuticals Inc
Allergan Inc.
Altera Corp
AmerisourceBergen Corp
AMETEK Inc
Amgen Inc.
Amphenol Corp
Analog Devices Inc.
Apple Inc
Applied Materials Inc.
Autodesk Inc.
Automatic Data Processing Inc.
Bard (C.R.) Inc
Baxter International Inc
Becton, Dickinson and Co
Biogen Idec Inc
Boeing Co (The)
Boston Scientific Corp
Bristol-Myers Squibb Co
Broadcom Corp
C.H. Robinson Worldwide Inc.
CA Inc
Cardinal Health Inc
CareFusion Corp
Caterpillar Inc
Celgene Corp
Cerner Corp
Cigna Corp
Cintas Corp
Cisco Systems Inc
10
STOCK PRICE PERFORMANCE GRAPH
The graph below shows the cumulative total stockholder return, assuming the investment of $100 (and the
reinvestment of any dividends thereafter) for the period beginning on October 31, 2008, and ending on October
31, 2013, on each of: Agilent’s common stock; the S&P 500 Index; and our Peer Group which includes all
companies in the S&P Information Technology Sector, the S&P Healthcare Sector, and the S&P Industrials
Sector. A complete list of the companies in the Peer Group is provided below. Agilent’s stock price performance
shown in the following graph is not indicative of future stock price performance. The data for this performance
graph was compiled for us by Standard and Poor’s.
Comparison of 5 Years (10/31/2008 to 10/31/2013) Cumulative Total Return
Among Agilent Technologies, the S&P 500 Index, and the Peer Group Index
[INSERT STOCK PRICE PERFORMANCE GRAPH HERE]
Autodesk Inc.
Automatic Data Processing Inc.
Bard (C.R.) Inc
Baxter International Inc
Becton, Dickinson and Co
Biogen Idec Inc
Boeing Co (The)
Boston Scientific Corp
Bristol-Myers Squibb Co
Broadcom Corp
C.H. Robinson Worldwide Inc.
CA Inc
Cardinal Health Inc
CareFusion Corp
Caterpillar Inc
Celgene Corp
Cerner Corp
Cigna Corp
Cintas Corp
Cisco Systems Inc
10
Peer Group
(Companies in the S&P Information Technology Sector, the S&P Healthcare Sector, and the S&P Industrials Sector)
Citrix Systems Inc.
Cognizant Technology Solutions Corp
Computer Sciences Corp
Corning Inc
Covidien Plc
CSX Corp
Cummins Inc.
Danaher Corp
DaVita HealthCare Partners Inc
Deere & Co
Delta Air Lines Inc.
DENTSPLY International Inc.
Dover Corp
Dun & Bradstreet Corp (The)
Eaton Corp Plc
eBay Inc.
Edwards Lifesciences Corp
Electronic Arts Inc.
Eli Lilly and Co
EMC Corp
Emerson Electric Co.
Equifax Inc.
Expeditors International of Washington Inc.
Express Scripts Holding Co
F5 Networks Inc
Fastenal Co
FedEx Corp.
Fidelity National Information Services Inc
First Solar Inc
Fiserv Inc.
FLIR Systems Inc
Flowserve Corp.
Fluor Corp.
Forest Laboratories Inc
General Dynamics Corp
General Electric Co
Gilead Sciences Inc
Google Inc
Grainger (W W) Inc.
Harris Corp
Hewlett-Packard Co
Honeywell International Inc.
Hospira Inc
Humana Inc.
Illinois Tool Works Inc.
Ingersoll-Rand Plc
Intel Corp
International Business Machines Corp
Intuit Inc.
Intuitive Surgical Inc
Iron Mountain Inc
Jabil Circuit Inc
Jacobs Engineering Group Inc.
JDS Uniphase Corp
Johnson & Johnson
Joy Global Inc
Juniper Networks Inc
Kansas City Southern
KLA-Tencor Corp
L-3 Communications Holdings Inc
Laboratory Corporation of America Holdings
Lam Research Corp
Life Technologies Corp
Linear Technology Corp
Lockheed Martin Corp
LSI Corp
Masco Corp
MasterCard Inc
McKesson Corp
Medtronic Inc
Merck & Co Inc.
Microchip Technology Inc
Micron Technology Inc.
Microsoft Corp
Molex Inc.
Motorola Solutions Inc
Mylan Inc
NetApp Inc
Nielsen Holdings NV
Norfolk Southern Corp
Northrop Grumman Corp
NVIDIA Corp
Oracle Corp
PACCAR Inc
Pall Corp
Parker-Hannifin Corp
Patterson Companies Inc
Paychex Inc.
Pentair Ltd
PerkinElmer Inc.
Perrigo Co
Pfizer Inc
Pitney Bowes Inc.
Precision Castparts Corp.
QUALCOMM Inc.
Quanta Services Inc.
Quest Diagnostics Inc
Raytheon Co.
Red Hat Inc
Regeneron Pharmaceuticals Inc
Republic Services Inc.
Robert Half International Inc.
Rockwell Automation Inc.
Rockwell Collins Inc.
Roper Industries Inc.
Ryder System Inc
11
ANNUAL REPORTAnnual Report
Peer Group
(Companies in the S&P Information Technology Sector, the S&P Healthcare Sector, and the S&P Industrials Sector)
salesforce.com inc
SanDisk Corp
Seagate Technology Plc
Snap-On Inc
Southwest Airlines Co.
St. Jude Medical Inc.
Stanley Black & Decker Inc
Stericycle Inc
Stryker Corp
Symantec Corp
TE Connectivity Ltd
Tenet Healthcare Corp
Teradata Corp
Teradyne Inc.
Texas Instruments Inc
Textron Inc.
Thermo Fisher Scientific Inc
Total System Services Inc.
Tyco International Ltd
Additional Information
Union Pacific Corp
United Parcel Service Inc
United Technologies Corp
Unitedhealth Group Inc
Varian Medical Systems Inc
Verisign Inc
Vertex Pharmaceuticals Inc
Visa Inc
Waste Management Inc.
Waters Corp
WellPoint Inc
Western Digital Corp
Western Union Co
Xerox Corp
Xilinx Inc.
Xylem Inc
Yahoo Inc
Zimmer Holdings Inc
Zoetis Inc
This annual report, including the letter titled “To our shareholders,” contains forward-looking statements
including, without limitation, statements regarding trends, seasonality, cyclicality and growth in, and drivers of,
the markets we sell into, our strategic direction, our future effective tax rate and tax valuation allowance,
earnings from our foreign subsidiaries, remediation activities, new product and service introductions, the ability
of our products to meet market needs, changes to our manufacturing processes, the use of contract
manufacturers, the impact of local government regulations on our ability to pay vendors or conduct operations,
our liquidity position, our ability to generate cash from operations, growth in our businesses, our investments, the
potential impact of adopting new accounting pronouncements, our financial results, our purchase commitments,
our contributions to our pension plans, the selection of discount rates and recognition of any gains or losses for
our benefit plans, our cost-control activities, savings and headcount reduction recognized from our restructuring
programs and other cost saving initiatives, uncertainties relating to Food and Drug Administration ("FDA") and
other regulatory approvals, the integration of our acquisitions and other transactions, the separation of the
electronic measurement business, our stock repurchase program, our declared dividends, our transition to lower-
cost regions, and the existence of economic instability, that involve risks and uncertainties. Our actual results
could differ materially from the results contemplated by these forward-looking statements due to various factors,
including those detailed in Agilent’s filings with the Securities and Exchange Commission, including our Annual
Report on Form 10-K for the year ended October 31, 2013.
The materials contained in this annual report are as of December 19, 2013, unless otherwise noted. The
content of this annual report contains time-sensitive information that is accurate only as of this date. If any
portion of this annual report is redistributed at a later date, Agilent will not be reviewing or updating the material
in this report. The information on page 7 regarding our senior executives, officers and directors is current as
of February 5, 2014.
This annual report contains Agilent’s 2013 audited financial statements and notes thereto in the following
section of this booklet with the tab “Annual Report Financials.” Within the Annual Report Financials, please
refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risks,
Uncertainties and Other Factors That May Affect Future Results” for more complete information on each of our
businesses and Agilent as a whole.
12
AGILENT TECHNOLOGIES, INC.
2013 ANNUAL REPORT
ANNUAL REPORT TO STOCKHOLDERS
ANNUAL REPORT CONSOLIDATED FINANCIAL STATEMENTS
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Additional Information
This annual report, including the letter titled “To our shareholders,” contains forward-looking statements
including, without limitation, statements regarding trends, seasonality, cyclicality and growth in, and drivers of,
the markets we sell into, our strategic direction, our future effective tax rate and tax valuation allowance,
earnings from our foreign subsidiaries, remediation activities, new product and service introductions, the ability
of our products to meet market needs, changes to our manufacturing processes, the use of contract
manufacturers, the impact of local government regulations on our ability to pay vendors or conduct operations,
our liquidity position, our ability to generate cash from operations, growth in our businesses, our investments, the
potential impact of adopting new accounting pronouncements, our financial results, our purchase commitments,
our contributions to our pension plans, the selection of discount rates and recognition of any gains or losses for
our benefit plans, our cost-control activities, savings and headcount reduction recognized from our restructuring
programs and other cost saving initiatives, uncertainties relating to Food and Drug Administration ("FDA") and
other regulatory approvals, the integration of our acquisitions and other transactions, the separation of the
electronic measurement business, our stock repurchase program, our declared dividends, our transition to lower-
cost regions, and the existence of economic instability, that involve risks and uncertainties. Our actual results
could differ materially from the results contemplated by these forward-looking statements due to various factors,
including those detailed in Agilent’s filings with the Securities and Exchange Commission, including our Annual
Report on Form 10-K for the year ended October 31, 2013.
The materials contained in this annual report are as of December 19, 2013, unless otherwise noted. The
content of this annual report contains time-sensitive information that is accurate only as of this date. If any
portion of this annual report is redistributed at a later date, Agilent will not be reviewing or updating the material
in this report. The information on page 7 regarding our senior executives, officers and directors is current as
of February 5, 2014.
This annual report contains Agilent’s 2013 audited financial statements and notes thereto in the following
section of this booklet with the tab “Annual Report Financials.” Within the Annual Report Financials, please
refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risks,
Uncertainties and Other Factors That May Affect Future Results” for more complete information on each of our
businesses and Agilent as a whole.
12
AGILENT TECHNOLOGIES, INC.
2013 ANNUAL REPORT
ANNUAL REPORT TO STOCKHOLDERS
ANNUAL REPORT CONSOLIDATED FINANCIAL STATEMENTS
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TABLE OF CONTENTS
Selected Financial Data ...................................................................................................................................
Management’s Discussion and Analysis of Financial Condition and Results of Operations ............................
Quantitative and Qualitative Disclosures About Market Risk ..........................................................................
Report of Independent Registered Public Accounting Firm . ...........................................................................
Consolidated Statement of Operations for each of the three years in the period ended October 31, 2013 .......
Consolidated Statement of Comprehensive Income for the three years in the period ended October 31, 2013 ........
Consolidated Balance Sheet at October 31, 2013 and 2012 ...........................................................................
Consolidated Statement of Cash Flows for each of the three years in the period ended October 31, 2013 ......
Consolidated Statement of Equity for each of the three years in the period ended October 31, 2013 ..............
Notes to Consolidated Financial Statements ...................................................................................................
Quarterly Summary (unaudited) .....................................................................................................................
Risks, Uncertainties and Other Factors That May Affect Future Results ........................................................
Controls and Procedures ...................................................................................................................................
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TABLE OF CONTENTS
Selected Financial Data ...................................................................................................................................
Management’s Discussion and Analysis of Financial Condition and Results of Operations ............................
Quantitative and Qualitative Disclosures About Market Risk ..........................................................................
Report of Independent Registered Public Accounting Firm . ...........................................................................
Consolidated Statement of Operations for each of the three years in the period ended October 31, 2013 .......
Consolidated Statement of Comprehensive Income for the three years in the period ended October 31, 2013 ........
Consolidated Balance Sheet at October 31, 2013 and 2012 ...........................................................................
Consolidated Statement of Cash Flows for each of the three years in the period ended October 31, 2013 ......
Consolidated Statement of Equity for each of the three years in the period ended October 31, 2013 ..............
Notes to Consolidated Financial Statements ...................................................................................................
Quarterly Summary (unaudited) .....................................................................................................................
Risks, Uncertainties and Other Factors That May Affect Future Results ........................................................
Controls and Procedures ...................................................................................................................................
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SELECTED FINANCIAL DATA
(Unaudited)
2013
2012
2011
2010
2009
Years Ended October 31,
Consolidated Statement of Operations Data:
Net revenue
Income before taxes
Net income (loss)
Net income (loss) per share — Basic:
Net income (loss) per share — Diluted:
Weighted average shares used in computing basic net
income (loss) per share
Weighted average shares used in computing diluted net
income (loss) per share
$ 6,782
$
$
$
$
859
724
2.12
2.10
341
345
Cash dividends declared per common share
$
0.46
$
(in millions, except per share data)
(2)
6,858
1,043
1,153
3.31
3.27
$
$
$
$
$
6,615
1,032
1,012
2.92
2.85
$
$
$
$
$
(1)
5,444
692
684
1.97
1.94
$
$
$
$
$
348
353
0.30
347
355
—
347
353
—
4,481
7
(31)
(0.09)
(0.09)
346
346
—
Consolidated Balance Sheet Data:
Cash and cash equivalents and short-term investments
Long-term restricted cash and cash equivalents
— $
— $
Working capital
Total assets
Long-term debt
Stockholders' equity
October 31,
(in millions)
2013
2012
2011
2010
2009
$
$
$
$
$
$
2,675
3,381
10,686
2,699
5,286
(2)
2,351
2,736
10,536
2,112
5,182
$
$
$
$
$
3,527
3,732
—
9,057
1,932
4,308
$
$
$
$
$
$
(1)
2,649
3,086
—
9,696
2,190
3,228
$
$
$
$
$
$
2,493
2,838
1,566
7,612
2,904
2,506
(1) Consolidated financial data includes Varian, acquired on May 14, 2010.
(2) Consolidated financial data includes Dako, acquired on June 21, 2012 and a non-recurring tax benefit relating to the
reversal of U.S. valuation allowance of $280 million.
$
$
$
$
$
$
$
$
$
$
This page is intentionally left blank.
SELECTED FINANCIAL DATA
(Unaudited)
2013
2012
2011
2010
2009
Years Ended October 31,
Consolidated Statement of Operations Data:
Net revenue
Income before taxes
Net income (loss)
Net income (loss) per share — Basic:
Net income (loss) per share — Diluted:
Weighted average shares used in computing basic net
income (loss) per share
Weighted average shares used in computing diluted net
income (loss) per share
$ 6,782
859
$
724
$
2.12
$
2.10
$
341
345
Cash dividends declared per common share
$
0.46
$
(in millions, except per share data)
(2)
6,858
1,043
1,153
3.31
3.27
$
$
$
$
$
$
$
$
$
$
6,615
1,032
1,012
2.92
2.85
$
$
$
$
$
(1)
5,444
692
684
1.97
1.94
$
$
$
$
$
348
353
0.30
347
355
—
347
353
—
4,481
7
(31)
(0.09)
(0.09)
346
346
—
October 31,
2013
2012
2011
2010
2009
(in millions)
Consolidated Balance Sheet Data:
Cash and cash equivalents and short-term investments
Working capital
Long-term restricted cash and cash equivalents
Total assets
Long-term debt
Stockholders' equity
$
$
$
$
$
$
2,675
3,381
$
$
— $
$
$
$
10,686
2,699
5,286
(2)
2,351
2,736
$
$
— $
$
$
$
10,536
2,112
5,182
3,527
3,732
—
9,057
1,932
4,308
$
$
$
$
$
$
(1)
2,649
3,086
—
9,696
2,190
3,228
$
$
$
$
$
$
2,493
2,838
1,566
7,612
2,904
2,506
(1) Consolidated financial data includes Varian, acquired on May 14, 2010.
(2) Consolidated financial data includes Dako, acquired on June 21, 2012 and a non-recurring tax benefit relating to the
reversal of U.S. valuation allowance of $280 million.
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1
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion should be read in conjunction with the consolidated financial statements and
notes thereto included elsewhere in this annual report. This report contains forward-looking statements including,
without limitation, statements regarding trends, seasonality, cyclicality and growth in, and drivers of, the markets
we sell into, our strategic direction, our future effective tax rate and tax valuation allowance, earnings from our
foreign subsidiaries, remediation activities, new product and service introductions, the ability of our products to
meet market needs, changes to our manufacturing processes, the use of contract manufacturers, the impact of
local government regulations on our ability to pay vendors or conduct operations, our liquidity position, our
ability to generate cash from operations, growth in our businesses, our investments, the potential impact of
adopting new accounting pronouncements, our financial results, our purchase commitments, our contributions to
our pension plans, the selection of discount rates and recognition of any gains or losses for our benefit plans, our
cost-control activities, savings and headcount reduction recognized from our restructuring programs and other
cost saving initiatives, uncertainties relating to Food and Drug Administration ("FDA") and other regulatory
approvals, the integration of our acquisitions and other transactions, the separation of the electronic measurement
business, our stock repurchase program, our declared dividends, our transition to lower-cost regions, and the
existence of economic instability, that involve risks and uncertainties. Our actual results could differ materially
from the results contemplated by these forward-looking statements due to various factors, including those
discussed in this annual report.
Overview and Executive Summary
Agilent Technologies, Inc. (“we”, “Agilent” or the “company”), incorporated in Delaware in May 1999, is
the world's premier measurement company providing core bio-analytical and electronic measurement solutions
to the life sciences, diagnostics and genomics, chemical analysis, communications and electronics industries. Our
fiscal year end is October 31. Unless otherwise stated, all years and dates refer to our fiscal year.
On September 19, 2013, Agilent announced plans to separate into two publicly traded companies, one
comprising of the life sciences, diagnostics and chemical analysis businesses that will retain the Agilent name
and the other that will be comprised of the electronic measurement business ("EM"). The separation is expected
to occur through a tax-free pro rata spin off of the EM company to Agilent shareholders and is expected to be
completed early in November 2014. We expect to incur pre-separation expenses of $100 million in fiscal 2014.
In addition to the announcement to separate into two companies, we formed a new operating segment in
the fourth fiscal quarter of 2013. The new life sciences and diagnostics segment was formed by the combination
of the life sciences business plus the diagnostics and genomics business. Following this reorganization, Agilent
has three business segments comprised of the life sciences and diagnostics business, the chemical analysis
business and the electronic measurement business. The historical segment financial information for the life
sciences and diagnostics segment has been recast to conform to this new reporting structure in our financial
statements.
On June 21, 2012, we completed our acquisition of Dako A/S through the acquisition of 100% of the share
capital of Dako A/S, a limited liability company incorporated under the laws of Denmark (“Dako”), under the
share purchase agreement, dated May 16, 2012. Dako provides antibodies, reagents, scientific instruments and
software primarily to customers in pathology laboratories. As a result of the acquisition, Dako became a wholly-
owned subsidiary of Agilent. The consideration paid was approximately $2,143 million, of which $1,400 million
was paid directly to the seller and $743 million was paid to satisfy the outstanding debt of Dako. Agilent funded
the acquisition using existing cash. The acquisition has been accounted for in accordance with the authoritative
accounting guidance and the results of Dako are included in Agilent's consolidated financial statements from the
date of acquisition. The acquisition of Dako and its portfolio is another step to increase our growth in several
rapidly expanding areas of diagnostics, including anatomic pathology and molecular diagnostics, as well as
strengthen our existing offerings with a focus on product development to help in the fight against cancer. For
additional details related to the acquisition of Dako, see Note 3, "Acquisitions".
Agilent's total orders in 2013 were $6,827 million, a decrease of 1 percent when compared to 2012.
Foreign currency movements had an unfavorable impact of approximately 2 percentage points for the year ended
2
October 31, 2013 when compared to 2012. The increase in orders associated with the Dako acquisition accounted
for approximately 3 percentage points of total order growth for the year ended October 31, 2013 when compared
to 2012. Within our life sciences and diagnostics business orders increased 16 percent in 2013 compared to 2012
with 13 percentage points of order increase attributable to the Dako acquisition. Chemical analysis orders
increased 2 percent in 2013 when compared to 2012 and electronic measurement businesses orders decreased 13
percent when compared to 2012. Agilent's total orders in 2012 increased 2 percent when compared to 2011. The
increase in orders associated with the Dako acquisition accounted for 2 percentage points of order growth for the
year ended October 31, 2012 when compared to 2011.
Agilent's net revenue of $6,782 million decreased 1 percent when compared to 2012. Foreign currency
movements for 2013 had an unfavorable impact of approximately 1 percentage point compared to 2012. Revenue
associated with the Dako acquisition accounted for approximately 4 percentage points of the revenue growth for
the year ended October 31, 2013 when compared to 2012. Within our life sciences and diagnostics business
revenue increased 16 percent in 2013 compared to 2012 with 13 percentage points of revenue increase
attributable to the Dako acquisition. Excluding the effects of the Dako acquisition, there was growth in demand
for life sciences and diagnostics products and services led by pharmaceutical and biotechnology and clinical
markets. There was a decrease in demand from the academic and government market for the year ended
October 31, 2013, when compared to the prior year. Within our chemical analysis business revenue grew 2
percent in 2013 compared with the prior year. There were modest increases in revenue from the food safety and
petrochemical markets, but environmental and forensics markets were down when compared to the prior year.
Within electronic measurement, total revenue decreased when compared to the prior year by 13 percent. General
purpose markets decreased with aerospace and defense flat and computer and semi-conductor markets down
when compared to 2012. Also within electronic measurement, the communications test business decreased for
the year ended October 31, 2013 when compared to the prior year with wireless R&D down moderately but
wireless manufacturing showing a significant shortfall compared to the prior year mostly driven by the loss of
business from a large customer with whom we could not agree on contractual terms. Agilent's total net revenue
in 2012 increased 4 percent when compared to 2011. The revenue increase associated with the Dako acquisition
accounted for approximately 2 percentage points of revenue increase for the year ended October 31, 2012 when
compared to 2011. Foreign currency movements for 2012 had an unfavorable impact of approximately 1
percentage point compared to 2011.
Net income was $724 million in 2013 compared to net income of $1,153 million and $1,012 million in
2012 and 2011, respectively. In 2013, 2012 and 2011 we generated operating cash flows of $1,152 million,
$1,228 million and $1,260 million, respectively. As of October 31, 2013 and 2012 we had cash and cash
equivalents balances of $2,675 million and $2,351 million, respectively.
Looking forward, in the near term we are in a slow-growth environment within electronic measurement
which remains challenging. There are indications that our electronic measurement business will return to a
growth position next year. We expect positive trends to continue in our other businesses.
Critical Accounting Policies and Estimates
The preparation of financial statements in accordance with accounting principles generally accepted in the
U.S. requires management to make estimates and assumptions that affect the amounts reported in our
consolidated financial statements and accompanying notes. Management bases its estimates on historical
experience and various other assumptions believed to be reasonable. Although these estimates are based on
management's best knowledge of current events and actions that may impact the company in the future, actual
results may be different from the estimates. An accounting policy is deemed to be critical if it requires an
accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the
estimate is made, and if different estimates that reasonably could have been used or changes in the accounting
estimate that are reasonably likely to occur could materially change the financial statements. Our critical
accounting policies are those that affect our financial statements materially and involve difficult, subjective or
complex judgments by management. Those policies are revenue recognition, inventory valuation, share-based
compensation, retirement and post-retirement plan assumptions, valuation of goodwill and purchased intangible
assets, restructuring and accounting for income taxes.
October 31, 2013 when compared to 2012. The increase in orders associated with the Dako acquisition accounted
for approximately 3 percentage points of total order growth for the year ended October 31, 2013 when compared
to 2012. Within our life sciences and diagnostics business orders increased 16 percent in 2013 compared to 2012
with 13 percentage points of order increase attributable to the Dako acquisition. Chemical analysis orders
increased 2 percent in 2013 when compared to 2012 and electronic measurement businesses orders decreased 13
percent when compared to 2012. Agilent's total orders in 2012 increased 2 percent when compared to 2011. The
increase in orders associated with the Dako acquisition accounted for 2 percentage points of order growth for the
year ended October 31, 2012 when compared to 2011.
Agilent's net revenue of $6,782 million decreased 1 percent when compared to 2012. Foreign currency
movements for 2013 had an unfavorable impact of approximately 1 percentage point compared to 2012. Revenue
associated with the Dako acquisition accounted for approximately 4 percentage points of the revenue growth for
the year ended October 31, 2013 when compared to 2012. Within our life sciences and diagnostics business
revenue increased 16 percent in 2013 compared to 2012 with 13 percentage points of revenue increase
attributable to the Dako acquisition. Excluding the effects of the Dako acquisition, there was growth in demand
for life sciences and diagnostics products and services led by pharmaceutical and biotechnology and clinical
markets. There was a decrease in demand from the academic and government market for the year ended
October 31, 2013, when compared to the prior year. Within our chemical analysis business revenue grew 2
percent in 2013 compared with the prior year. There were modest increases in revenue from the food safety and
petrochemical markets, but environmental and forensics markets were down when compared to the prior year.
Within electronic measurement, total revenue decreased when compared to the prior year by 13 percent. General
purpose markets decreased with aerospace and defense flat and computer and semi-conductor markets down
when compared to 2012. Also within electronic measurement, the communications test business decreased for
the year ended October 31, 2013 when compared to the prior year with wireless R&D down moderately but
wireless manufacturing showing a significant shortfall compared to the prior year mostly driven by the loss of
business from a large customer with whom we could not agree on contractual terms. Agilent's total net revenue
in 2012 increased 4 percent when compared to 2011. The revenue increase associated with the Dako acquisition
accounted for approximately 2 percentage points of revenue increase for the year ended October 31, 2012 when
compared to 2011. Foreign currency movements for 2012 had an unfavorable impact of approximately 1
percentage point compared to 2011.
Net income was $724 million in 2013 compared to net income of $1,153 million and $1,012 million in
2012 and 2011, respectively. In 2013, 2012 and 2011 we generated operating cash flows of $1,152 million,
$1,228 million and $1,260 million, respectively. As of October 31, 2013 and 2012 we had cash and cash
equivalents balances of $2,675 million and $2,351 million, respectively.
Looking forward, in the near term we are in a slow-growth environment within electronic measurement
which remains challenging. There are indications that our electronic measurement business will return to a
growth position next year. We expect positive trends to continue in our other businesses.
Critical Accounting Policies and Estimates
The preparation of financial statements in accordance with accounting principles generally accepted in the
U.S. requires management to make estimates and assumptions that affect the amounts reported in our
consolidated financial statements and accompanying notes. Management bases its estimates on historical
experience and various other assumptions believed to be reasonable. Although these estimates are based on
management's best knowledge of current events and actions that may impact the company in the future, actual
results may be different from the estimates. An accounting policy is deemed to be critical if it requires an
accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the
estimate is made, and if different estimates that reasonably could have been used or changes in the accounting
estimate that are reasonably likely to occur could materially change the financial statements. Our critical
accounting policies are those that affect our financial statements materially and involve difficult, subjective or
complex judgments by management. Those policies are revenue recognition, inventory valuation, share-based
compensation, retirement and post-retirement plan assumptions, valuation of goodwill and purchased intangible
assets, restructuring and accounting for income taxes.
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Revenue recognition. We enter into agreements to sell products (hardware or software), services, and
other arrangements (multiple element arrangements) that include combinations of products and services.
Revenue from product sales, net of trade discounts and allowances, is recognized provided that persuasive
evidence of an arrangement exists, delivery has occurred, the price is fixed or determinable, and collectability is
reasonably assured. Delivery is considered to have occurred when title and risk of loss have transferred to the
customer. Revenue is reduced for estimated product returns, when appropriate. For sales that include customer-
specified acceptance criteria, revenue is recognized after the acceptance criteria have been met. For products that
include installation, if the installation meets the criteria to be considered a separate element, product revenue is
recognized upon delivery, and recognition of installation revenue occurs when the installation is complete.
Otherwise, neither the product nor the installation revenue is recognized until the installation is complete.
Revenue from services is deferred and recognized over the contractual period or as services are rendered and
accepted by the customer. We allocate revenue to each element in our multiple-element arrangements based upon
their relative selling prices. We determine the selling price for each deliverable based on a selling price
hierarchy. The selling price for a deliverable is based on our vendor specific objective evidence (VSOE) if
available, third-party evidence (TPE) if VSOE is not available, or estimated selling price (ESP) if neither VSOE
nor TPE is available. Revenue from the sale of software products that are not required to deliver the tangible
product's essential functionality are accounted for under software revenue recognition rules. Revenue allocated to
each element is then recognized when the basic revenue recognition criteria for that element have been met. The
amount of product revenue recognized is affected by our judgments as to whether an arrangement includes
multiple elements.
We use VSOE of selling price in the selling price allocation in all instances where it exists. VSOE of
selling price for products and services is determined when a substantial majority of the selling prices fall within a
reasonable range when sold separately. TPE of selling price can be established by evaluating largely
interchangeable competitor products or services in standalone sales to similarly situated customers. As our
products contain a significant element of proprietary technology and the solution offered differs substantially
from that of competitors, it is difficult to obtain the reliable standalone competitive pricing necessary to establish
TPE. ESP represents the best estimate of the price at which we would transact a sale if the product or service
were sold on a standalone basis. We determine ESP for a product or service by using historical selling prices
which reflect multiple factors including, but not limited to customer type, geography, market conditions,
competitive landscape, gross margin objectives and pricing practices. The determination of ESP is made through
consultation with and approval by management. We may modify or develop new pricing practices and strategies
in the future. As these pricing strategies evolve changes may occur in ESP. The aforementioned factors may
result in a different allocation of revenue to the deliverables in multiple element arrangements, which may
change the pattern and timing of revenue recognition for these elements but will not change the total revenue
recognized for the arrangement.
Inventory valuation. We assess the valuation of our inventory on a periodic basis and make adjustments
to the value for estimated excess and obsolete inventory based upon estimates about future demand and actual
usage. Such estimates are difficult to make under most economic conditions. The excess balance determined by
this analysis becomes the basis for our excess inventory charge. Our excess inventory review process includes
analysis of sales forecasts, managing product rollovers and working with manufacturing to maximize recovery of
excess inventory. If actual market conditions are less favorable than those projected by management, additional
write-downs may be required. If actual market conditions are more favorable than anticipated, inventory
previously written down may be sold to customers, resulting in lower cost of sales and higher income from
operations than expected in that period.
Share-based compensation. We account for share-based awards in accordance with the authoritative
guidance. Under the authoritative guidance, share-based compensation expense is primarily based on estimated
grant date fair value and is recognized on a straight line basis. The fair value of share-based awards for employee
stock option awards was estimated using the Black-Scholes option pricing model. Shares granted under the
Long-Term Performance Program ("LTPP") were valued using the Monte Carlo simulation model. The estimated
fair value of restricted stock unit awards is determined based on the market price of Agilent's common stock on
the date of grant adjusted for expected dividend yield. On January 17, 2012, the company's Board of Directors
approved the initiation of quarterly cash dividends to the company's shareholders. The fair value of all the
awards granted prior to the declaration of quarterly cash dividend was measured based on an expected dividend
4
yield of 0%. The Employee Stock Purchase Plan ("ESPP") allows eligible employees to purchase shares of our
common stock at 85 percent of the fair market value at the purchase date.
Both the Black-Scholes and Monte Carlo simulation fair value models require the use of highly subjective
and complex assumptions, including the option's expected life and the price volatility of the underlying stock.
The expected stock price volatility assumption was determined using the historical volatility of Agilent's stock
option over the most recent historical period equivalent to the expected life. A 10 percent increase in our
estimated volatility from 39 percent to 49 percent for our most recent employee stock option grant would
generally increase the value of an award and the associated compensation cost by approximately 23 percent if no
other factors were changed.
For the grants awarded under the 2009 stock plan after November 1, 2010, we increased the period
available to retirement eligible employees to exercise their options from three years at retirement date to the full
contractual term of ten years. In developing our estimated life of our employee stock options of 5.8 years for
2011 to 2013, we considered the historical option exercise behavior of our executive employees who were
granted the majority of the options in the annual grants, which we believe is representative of future behavior.
See Note 4, "Share-based Compensation," to the consolidated financial statements for more information.
The assumptions used in calculating the fair value of share-based awards represent our best estimates, but
these estimates involve inherent uncertainties and the application of management judgment. Although we believe
the assumptions and estimates we have made are reasonable and appropriate, changes in assumptions could
materially impact our reported financial results.
Retirement and post-retirement benefit plan assumptions. Retirement and post-retirement benefit plan
costs are a significant cost of doing business. They represent obligations that will ultimately be settled sometime
in the future and therefore are subject to estimation. Pension accounting is intended to reflect the recognition of
future benefit costs over the employees' average expected future service to Agilent based on the terms of the
plans and investment and funding decisions. To estimate the impact of these future payments and our decisions
concerning funding of these obligations, we are required to make assumptions using actuarial concepts within the
framework of accounting principles generally accepted in the U.S. Two critical assumptions are the discount rate
and the expected long-term return on plan assets. Other important assumptions include, expected future salary
increases, expected future increases to benefit payments, expected retirement dates, employee turnover, retiree
mortality rates, and portfolio composition. We evaluate these assumptions at least annually.
The discount rate is used to determine the present value of future benefit payments at the measurement
date - October 31 for both U.S. and non-U.S. plans. For 2013 and 2012, the U.S. discount rates were based on the
results of matching expected plan benefit payments with cash flows from a hypothetically constructed bond
portfolio and increased in 2013 from the previous year. For 2013 and 2012, the discount rate for non-U.S. plans
was generally based on published rates for high quality corporate bonds and remained largely unchanged. If we
changed our discount rate by 1 percent, the impact would be $8 million on U.S. pension expense and $23 million
on non-U.S. pension expense. Lower discount rates increase present values and subsequent year pension
expense; higher discount rates decrease present values and subsequent year pension expense.
The company uses alternate methods of amortization as allowed by the authoritative guidance which
amortizes the actuarial gains and losses on a consistent basis for the years presented. For U.S. Plans, gains and
losses are amortized over the average future working lifetime. For most Non-U.S. Plans and U.S. Post-
Retirement Benefit Plans, gains and losses are amortized using a separate layer for each year's gains and losses.
The expected long-term return on plan assets is estimated using current and expected asset allocations as well as
historical and expected returns. Plan assets are valued at fair value. If we changed our estimated return on assets
by 1 percent, the impact would be $8 million on U.S. pension expense and $17 million on non-U.S. pension
expense. For 2013, actual return on assets was above expectations which, along with contributions during the
year, reduced next year’s pension cost as well as improved the funded status at year end. The net periodic
pension and post-retirement benefit costs recorded in operations excluding curtailments and settlements were
$58 million in 2013, $52 million in 2012, and $58 million in 2011.
Goodwill and purchased intangible assets. Agilent reviews goodwill for impairment annually during our
fourth fiscal quarter and whenever events or changes in circumstances indicate the carrying value may not be
yield of 0%. The Employee Stock Purchase Plan ("ESPP") allows eligible employees to purchase shares of our
common stock at 85 percent of the fair market value at the purchase date.
Both the Black-Scholes and Monte Carlo simulation fair value models require the use of highly subjective
and complex assumptions, including the option's expected life and the price volatility of the underlying stock.
The expected stock price volatility assumption was determined using the historical volatility of Agilent's stock
option over the most recent historical period equivalent to the expected life. A 10 percent increase in our
estimated volatility from 39 percent to 49 percent for our most recent employee stock option grant would
generally increase the value of an award and the associated compensation cost by approximately 23 percent if no
other factors were changed.
For the grants awarded under the 2009 stock plan after November 1, 2010, we increased the period
available to retirement eligible employees to exercise their options from three years at retirement date to the full
contractual term of ten years. In developing our estimated life of our employee stock options of 5.8 years for
2011 to 2013, we considered the historical option exercise behavior of our executive employees who were
granted the majority of the options in the annual grants, which we believe is representative of future behavior.
See Note 4, "Share-based Compensation," to the consolidated financial statements for more information.
The assumptions used in calculating the fair value of share-based awards represent our best estimates, but
these estimates involve inherent uncertainties and the application of management judgment. Although we believe
the assumptions and estimates we have made are reasonable and appropriate, changes in assumptions could
materially impact our reported financial results.
Retirement and post-retirement benefit plan assumptions. Retirement and post-retirement benefit plan
costs are a significant cost of doing business. They represent obligations that will ultimately be settled sometime
in the future and therefore are subject to estimation. Pension accounting is intended to reflect the recognition of
future benefit costs over the employees' average expected future service to Agilent based on the terms of the
plans and investment and funding decisions. To estimate the impact of these future payments and our decisions
concerning funding of these obligations, we are required to make assumptions using actuarial concepts within the
framework of accounting principles generally accepted in the U.S. Two critical assumptions are the discount rate
and the expected long-term return on plan assets. Other important assumptions include, expected future salary
increases, expected future increases to benefit payments, expected retirement dates, employee turnover, retiree
mortality rates, and portfolio composition. We evaluate these assumptions at least annually.
The discount rate is used to determine the present value of future benefit payments at the measurement
date - October 31 for both U.S. and non-U.S. plans. For 2013 and 2012, the U.S. discount rates were based on the
results of matching expected plan benefit payments with cash flows from a hypothetically constructed bond
portfolio and increased in 2013 from the previous year. For 2013 and 2012, the discount rate for non-U.S. plans
was generally based on published rates for high quality corporate bonds and remained largely unchanged. If we
changed our discount rate by 1 percent, the impact would be $8 million on U.S. pension expense and $23 million
on non-U.S. pension expense. Lower discount rates increase present values and subsequent year pension
expense; higher discount rates decrease present values and subsequent year pension expense.
The company uses alternate methods of amortization as allowed by the authoritative guidance which
amortizes the actuarial gains and losses on a consistent basis for the years presented. For U.S. Plans, gains and
losses are amortized over the average future working lifetime. For most Non-U.S. Plans and U.S. Post-
Retirement Benefit Plans, gains and losses are amortized using a separate layer for each year's gains and losses.
The expected long-term return on plan assets is estimated using current and expected asset allocations as well as
historical and expected returns. Plan assets are valued at fair value. If we changed our estimated return on assets
by 1 percent, the impact would be $8 million on U.S. pension expense and $17 million on non-U.S. pension
expense. For 2013, actual return on assets was above expectations which, along with contributions during the
year, reduced next year’s pension cost as well as improved the funded status at year end. The net periodic
pension and post-retirement benefit costs recorded in operations excluding curtailments and settlements were
$58 million in 2013, $52 million in 2012, and $58 million in 2011.
Goodwill and purchased intangible assets. Agilent reviews goodwill for impairment annually during our
fourth fiscal quarter and whenever events or changes in circumstances indicate the carrying value may not be
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recoverable. As defined in the authoritative guidance, a reporting unit is an operating segment, or one level
below an operating segment. We aggregated components of an operating segment that have similar economic
characteristics into our reporting units. At the time of an acquisition, we assign goodwill to the reporting unit that
is expected to benefit from the synergies of the combination. In the fourth quarter of 2013, we combined the life
sciences and diagnostics and genomics segments to form the life sciences and diagnostics segment. As a result,
Agilent now has three segments, life sciences and diagnostics, chemical analysis, and electronic measurement
segments.
In September 2011, the FASB approved changes to the goodwill impairment guidance which are intended
to reduce the cost and complexity of the annual impairment test. The changes provide entities an option to
perform a qualitative assessment to determine whether further impairment testing is necessary. The revised
standard gives an entity the option to first assess qualitative factors to determine whether performing the current
two-step test is necessary. If an entity believes, as a result of its qualitative assessment, that it is more-likely-
than-not (i.e. > 50% chance) that the fair value of a reporting unit is less than its carrying amount, the
quantitative impairment test will be required. Otherwise, no further testing will be required.
The revised guidance includes examples of events and circumstances that might indicate that a reporting
unit's fair value is less than its carrying amount. These include macro-economic conditions such as deterioration
in the entity's operating environment or industry or market considerations; entity-specific events such as
increasing costs, declining financial performance, or loss of key personnel; or other events such as an expectation
that a reporting unit will be sold or a sustained decrease in the stock price on either an absolute basis or relative
to peers.
The qualitative indicators replace those previously used to determine whether an interim goodwill
impairment test is required. Agilent opted to early adopt this guidance for the year ended October 31, 2011.
assets in 2011.
If it is determined, as a result of the qualitative assessment, that it is more-likely-than-not that the fair
value of a reporting unit is less than its carrying amount, the provisions of authoritative guidance require that we
perform a two-step impairment test on goodwill. In the first step, we compare the fair value of each reporting
unit to its carrying value. The second step (if necessary) measures the amount of impairment by applying fair-
value-based tests to the individual assets and liabilities within each reporting unit.
In fiscal year 2013, we assessed goodwill impairment for our four reporting units which consisted of two
segments: chemical analysis and electronic measurement; and two reporting units under the life sciences and
diagnostics segment. The first of these two reporting units related to our life sciences business and the second
related to our diagnostics business. We performed a qualitative test for goodwill impairment of the following
three reporting units, as of September 30, 2013: the chemical analysis segment, the electronic measurement
segment, and the reporting unit relating to life sciences. Based on the results of our qualitative testing, we believe
that it is more-likely-than-not that the fair value of these reporting units are greater than their respective carrying
values. We performed a quantitative test for goodwill impairment of the reporting unit related to our diagnostics
business as of September 30, 2013. Based on the results of our quantitative testing, the fair value was
significantly in excess of the carrying value. There was no impairment of goodwill during the years ended
October 31, 2013, 2012 and 2011. Each quarter we review the events and circumstances to determine if goodwill
impairment is indicated.
Purchased intangible assets consist primarily of acquired developed technologies, proprietary know-how,
trademarks, and customer relationships and are amortized using the straight-line method over estimated useful
lives ranging from 6 months to 15 years. In-process research and development (IPR&D) is initially capitalized at
fair value as an intangible asset with an indefinite life and assessed for impairment thereafter. When the IPR&D
project is complete, it is reclassified as an amortizable purchased intangible asset and is amortized over its
estimated useful life. If an IPR&D project is abandoned, Agilent will record a charge for the value of the related
intangible asset to Agilent's consolidated statement of operations in the period it is abandoned.
In July 2012, the FASB simplified the guidance for testing for impairment of indefinite-lived intangible
assets other than goodwill. The changes are intended to reduce compliance costs. Agilent's indefinite-lived
intangible assets are IPR&D intangible assets. The revised guidance allows a qualitative approach for testing
indefinite-lived intangible assets for impairment, similar to the impairment testing guidance for goodwill. It
6
allows the option to first assess qualitative factors (events and circumstances) that could affect the significant
inputs used in determining the fair value of the indefinite-lived intangible asset. The qualitative factors assist in
determining whether it is more likely than not (meaning a likelihood of more than 50 percent) that the indefinite-
lived intangible asset is impaired. An organization may choose to bypass the qualitative assessment for any
indefinite-lived intangible asset in any period and proceed directly to calculating its fair value. The amendments
are effective for annual and interim impairment tests performed for fiscal years beginning after September 15,
2012. Early adoption was permitted. Agilent adopted this guidance for the year ended October 31, 2012. Based
on the quantitative test, we recorded an impairment of $1 million in 2013 and an impairment of $1 million in
2012, both relating to IPR&D projects that were abandoned. In all other instances we used the qualitative test and
concluded that it was more likely than not that all other indefinite-lived intangible assets were not impaired. No
impairments were recorded in 2011.
We continually monitor events and changes in circumstances that could indicate carrying amounts of
long-lived assets, including purchased intangible assets, may not be recoverable. When such events or changes in
circumstances occur, we assess the recoverability of long-lived assets by determining whether the carrying value
of such assets will be recovered through undiscounted expected future cash flows. If the total of the undiscounted
future cash flows is less than the carrying amount of those assets, we recognize an impairment loss based on the
excess of the carrying amount over the fair value of the assets. In 2013, we recorded $1 million of impairments
of other intangibles related to cancellation of an in-process research and development project. We also recorded
$3 million of impairments related to other long-lived assets in 2013. In 2012, we recorded $1 million of
impairments of other intangibles related to the cancellation of an in-process research and development project.
We also recorded $1 of impairments related to other long-lived assets in 2012. We performed impairment
analyses of purchased intangible assets in 2011 and recorded $3 million of impairment charges primarily related
to a business where we ceased operations. We also recorded $8 million of impairments related to other long-lived
Restructuring. The main component of our restructuring plan is related to workforce reductions.
Workforce reduction charges are accrued when payment of benefits becomes probable that the employees are
entitled to the severance and the amounts can be estimated. If the amounts and timing of cash flows from
restructuring activities are significantly different from what we have estimated, the actual amount of
restructuring and other related charges could be materially different, either higher or lower, than those we have
recorded.
Accounting for income taxes. We must make certain estimates and judgments in determining income tax
expense for financial statement purposes. These estimates and judgments occur in the calculation of tax credits,
benefits and deductions, and in the calculation of certain tax assets and liabilities which arise from differences in
the timing of recognition of revenue and expense for tax and financial statement purposes, as well as interest and
penalties related to uncertain tax positions. Significant changes to these estimates may result in an increase or
decrease to our tax provision in a subsequent period.
Significant management judgment is also required in determining whether deferred tax assets will be
realized in full or in part. When it is more-likely-than-not that all or some portion of specific deferred tax assets
such as net operating losses or foreign tax credit carryforwards will not be realized, a valuation allowance must
be established for the amount of the deferred tax assets that cannot be realized. We consider all available positive
and negative evidence on a jurisdiction-by-jurisdiction basis when assessing whether it is more likely than not
that deferred tax assets are recoverable. We consider evidence such as our past operating results, the existence of
losses in recent years and our forecast of future taxable income. In the fourth quarter of fiscal 2012 we released
the valuation allowance for the majority of our U.S. deferred tax assets. At October 31, 2013, we continue to
recognize a valuation allowance for certain U.S. state and foreign deferred tax assets. We intend to maintain a
valuation allowance in these jurisdictions until sufficient positive evidence exists to support its reversal.
We have not provided for all U.S. federal income and foreign withholding taxes on the undistributed
earnings of some of our foreign subsidiaries because we intend to reinvest such earnings indefinitely. Should we
decide to remit this income to the U.S. in a future period, our provision for income taxes will increase materially
in that period.
The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax
allows the option to first assess qualitative factors (events and circumstances) that could affect the significant
inputs used in determining the fair value of the indefinite-lived intangible asset. The qualitative factors assist in
determining whether it is more likely than not (meaning a likelihood of more than 50 percent) that the indefinite-
lived intangible asset is impaired. An organization may choose to bypass the qualitative assessment for any
indefinite-lived intangible asset in any period and proceed directly to calculating its fair value. The amendments
are effective for annual and interim impairment tests performed for fiscal years beginning after September 15,
2012. Early adoption was permitted. Agilent adopted this guidance for the year ended October 31, 2012. Based
on the quantitative test, we recorded an impairment of $1 million in 2013 and an impairment of $1 million in
2012, both relating to IPR&D projects that were abandoned. In all other instances we used the qualitative test and
concluded that it was more likely than not that all other indefinite-lived intangible assets were not impaired. No
impairments were recorded in 2011.
We continually monitor events and changes in circumstances that could indicate carrying amounts of
long-lived assets, including purchased intangible assets, may not be recoverable. When such events or changes in
circumstances occur, we assess the recoverability of long-lived assets by determining whether the carrying value
of such assets will be recovered through undiscounted expected future cash flows. If the total of the undiscounted
future cash flows is less than the carrying amount of those assets, we recognize an impairment loss based on the
excess of the carrying amount over the fair value of the assets. In 2013, we recorded $1 million of impairments
of other intangibles related to cancellation of an in-process research and development project. We also recorded
$3 million of impairments related to other long-lived assets in 2013. In 2012, we recorded $1 million of
impairments of other intangibles related to the cancellation of an in-process research and development project.
We also recorded $1 of impairments related to other long-lived assets in 2012. We performed impairment
analyses of purchased intangible assets in 2011 and recorded $3 million of impairment charges primarily related
to a business where we ceased operations. We also recorded $8 million of impairments related to other long-lived
assets in 2011.
Restructuring. The main component of our restructuring plan is related to workforce reductions.
Workforce reduction charges are accrued when payment of benefits becomes probable that the employees are
entitled to the severance and the amounts can be estimated. If the amounts and timing of cash flows from
restructuring activities are significantly different from what we have estimated, the actual amount of
restructuring and other related charges could be materially different, either higher or lower, than those we have
recorded.
Accounting for income taxes. We must make certain estimates and judgments in determining income tax
expense for financial statement purposes. These estimates and judgments occur in the calculation of tax credits,
benefits and deductions, and in the calculation of certain tax assets and liabilities which arise from differences in
the timing of recognition of revenue and expense for tax and financial statement purposes, as well as interest and
penalties related to uncertain tax positions. Significant changes to these estimates may result in an increase or
decrease to our tax provision in a subsequent period.
Significant management judgment is also required in determining whether deferred tax assets will be
realized in full or in part. When it is more-likely-than-not that all or some portion of specific deferred tax assets
such as net operating losses or foreign tax credit carryforwards will not be realized, a valuation allowance must
be established for the amount of the deferred tax assets that cannot be realized. We consider all available positive
and negative evidence on a jurisdiction-by-jurisdiction basis when assessing whether it is more likely than not
that deferred tax assets are recoverable. We consider evidence such as our past operating results, the existence of
losses in recent years and our forecast of future taxable income. In the fourth quarter of fiscal 2012 we released
the valuation allowance for the majority of our U.S. deferred tax assets. At October 31, 2013, we continue to
recognize a valuation allowance for certain U.S. state and foreign deferred tax assets. We intend to maintain a
valuation allowance in these jurisdictions until sufficient positive evidence exists to support its reversal.
We have not provided for all U.S. federal income and foreign withholding taxes on the undistributed
earnings of some of our foreign subsidiaries because we intend to reinvest such earnings indefinitely. Should we
decide to remit this income to the U.S. in a future period, our provision for income taxes will increase materially
in that period.
The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax
6
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law and regulations in a multitude of jurisdictions. Although the guidance on the accounting for uncertainty in
income taxes prescribes the use of a recognition and measurement model, the determination of whether an
uncertain tax position has met those thresholds will continue to require significant judgment by management. In
accordance with the guidance on the accounting for uncertainty in income taxes, for all U.S. and other tax
jurisdictions, we recognize potential liabilities for anticipated tax audit issues based on our estimate of whether,
and the extent to which, additional taxes and interest will be due. The ultimate resolution of tax uncertainties may
differ from what is currently estimated, which could result in a material impact on income tax expense. If our
estimate of income tax liabilities proves to be less than the ultimate assessment, a further charge to expense
would be required. If events occur and the payment of these amounts ultimately proves to be unnecessary, the
reversal of the liabilities would result in tax benefits being recognized in the period when we determine the
liabilities are no longer necessary. We include interest and penalties related to unrecognized tax benefits within
the provision for income taxes on the consolidated statements of operations.
As a part of our accounting for business combinations, intangible assets are recognized at fair values and
goodwill is measured as the excess of consideration transferred over the net estimated fair values of assets
acquired. Impairment charges associated with goodwill are generally not tax deductible and will result in an
increased effective income tax rate in the period that any impairment is recorded. Amortization expenses
associated with acquired intangible assets are generally not tax deductible and therefore deferred tax liabilities
have been recorded for non-deductible amortization expenses as a part of the accounting for business
combinations.
Adoption of New Pronouncements
See Note 2, "New Accounting Pronouncements," to the consolidated financial statements for a description
of new accounting pronouncements.
Restructuring
In the second quarter of 2013, we accrued for a targeted restructuring program that is expected to reduce
Agilent's total headcount by approximately 450 regular employees, representing approximately 2 percent of our
global workforce. The timing and scope of workforce reductions will vary based on local legal requirements.
When completed, the restructuring program is expected to result in an approximately $50 million reduction in
annual cost of sales and operating expenses. In addition we have been streamlining our manufacturing
operations. As part of this action, we anticipate the reduction of approximately 250 positions to reduce our
annual cost of sales.
For the year ended October 31, 2013 we accrued $53 million associated with the headcount reductions.
Within the U.S, we have substantially completed these restructuring activities. Internationally, we expect to
complete the majority of these restructuring activities by the end of the second half of fiscal 2014. As of October
31, 2013, approximately 250 employees were terminated and $29 million was paid under the targeted
restructuring program and 100 employees were terminated under the streamlining of manufacturing.
Foreign Currency
Our revenues, costs and expenses, and monetary assets and liabilities are exposed to changes in foreign
currency exchange rates as a result of our global operating and financing activities. We hedge revenues, expenses
and balance sheet exposures that are not denominated in the functional currencies of our subsidiaries on a short
term and anticipated basis. We do experience some fluctuations within individual lines of the consolidated
statement of operations and balance sheet because our hedging program is not designed to offset the currency
movements in each category of revenues, expenses, monetary assets and liabilities. Our hedging program is
designed to hedge currency movements on a relatively short-term basis (up to a rolling twelve month period).
Therefore, we are exposed to currency fluctuations over the longer term. To the extent that we are required to
pay for all, or portions, of an acquisition price in foreign currencies, Agilent may enter into foreign exchange
contracts to reduce the risk that currency movements will impact the U.S. dollar cost of the transaction.
8
Results from Operations
Orders and Net Revenue
Orders
Net revenue:
Products
Services and other
Total net revenue
2013
6,827
5,534
1,248
6,782
$
$
$
$
Years Ended October 31,
2012
(in millions)
6,877
5,659
1,199
6,858
$
$
$
$
2011
6,769
5,482
1,133
6,615
$
$
$
$
2013 over 2012
% Change
2012 over 2011
% Change
(1)%
(2)%
4%
(1)%
2%
3%
6%
4%
Years Ended October 31,
2013
2012
2011
2013 over 2012
Ppts Change
2012 over 2011
Ppts Change
% of total net revenue:
Products
Services and other
Total
82%
18%
100%
83%
17%
100%
83%
17%
100%
(1) ppt
1 ppt
—
—
In general, recorded orders represent firm purchase commitments from our customers with established
terms and conditions for products and services that will be delivered within six months. Agilent's total orders in
2013 were $6,827 million, a decrease of 1 percent when compared to 2012. Foreign currency movements had an
unfavorable impact of approximately 2 percentage points for the year ended October 31, 2013 when compared to
2012. The increase in orders associated with the Dako acquisition accounted for approximately 3 percentage
points of total order growth for the year ended October 31, 2013 when compared to 2012. Within our life
sciences and diagnostics business orders increased 16 percent in 2013 compared to 2012 with 13 percentage
points of order increase attributable to the Dako acquisition. Chemical analysis orders increased 2 percent in
2013 when compared to 2012 and electronic measurement businesses orders decreased 13 percent when
compared to 2012. Agilent's total orders in 2012 increased 2 percent when compared to 2011. The increase in
orders associated with the Dako acquisition accounted for 2 percentage points of order growth for the year ended
October 31, 2012 when compared to 2011. Within our life sciences and diagnostics business orders increased due
to the Dako acquisition and were flat in chemical analysis and electronic measurement when compared to 2011.
Agilent's net revenue of $6,782 million decreased 1 percent when compared to 2012. Foreign currency
movements for 2013 had an unfavorable impact of approximately 1 percentage point compared to 2012. Revenue
associated with the Dako acquisition accounted for approximately 4 percentage points of the revenue growth for
the year ended October 31, 2013 when compared to 2012. Within our life sciences and diagnostics business
revenue increased 16 percent in 2013 compared to 2012 with 13 percentage points of revenue increase
attributable to the Dako acquisition. Excluding the effects of the Dako acquisition, there was growth in demand
for life sciences and diagnostics products and services led by pharmaceutical and biotechnology and clinical
markets. There was a decrease in demand from the academic and government market for the year ended
October 31, 2013, when compared to the prior year. Within our chemical analysis business revenue grew 2
percent in 2013 compared with the prior year. There were modest increases in revenue from the food safety and
petrochemical markets, but environmental and forensics markets were down when compared to the prior year.
Within electronic measurement, total revenue decreased when compared to the prior year by 13 percent. General
purposes markets decreased with aerospace and defense flat and computer and semi-conductor markets down
when compared to 2012. Also within electronic measurement, the communications test business decreased for
the year ended October 31, 2013 when compared to the prior year with wireless R&D down moderately but
wireless manufacturing showing a significant shortfall compared to the prior year mostly driven by the loss of
business from a large customer with whom we could not agree on contractual terms. Agilent's total net revenue
in 2012 increased 4 percent when compared to 2011. The revenue increase associated with the Dako acquisition
accounted for approximately 2 percentage points of revenue increase for the year ended October 31, 2012 when
Results from Operations
Orders and Net Revenue
Orders
Net revenue:
Products
Services and other
Total net revenue
2013
6,827
5,534
1,248
6,782
$
$
$
$
Years Ended October 31,
2012
(in millions)
6,877
5,659
1,199
6,858
$
$
$
$
2011
6,769
5,482
1,133
6,615
$
$
$
$
2013 over 2012
% Change
2012 over 2011
% Change
(1)%
(2)%
4%
(1)%
2%
3%
6%
4%
Years Ended October 31,
2013
2012
2011
2013 over 2012
Ppts Change
2012 over 2011
Ppts Change
% of total net revenue:
Products
Services and other
Total
82%
18%
100%
83%
17%
100%
83%
17%
100%
(1) ppt
1 ppt
—
—
In general, recorded orders represent firm purchase commitments from our customers with established
terms and conditions for products and services that will be delivered within six months. Agilent's total orders in
2013 were $6,827 million, a decrease of 1 percent when compared to 2012. Foreign currency movements had an
unfavorable impact of approximately 2 percentage points for the year ended October 31, 2013 when compared to
2012. The increase in orders associated with the Dako acquisition accounted for approximately 3 percentage
points of total order growth for the year ended October 31, 2013 when compared to 2012. Within our life
sciences and diagnostics business orders increased 16 percent in 2013 compared to 2012 with 13 percentage
points of order increase attributable to the Dako acquisition. Chemical analysis orders increased 2 percent in
2013 when compared to 2012 and electronic measurement businesses orders decreased 13 percent when
compared to 2012. Agilent's total orders in 2012 increased 2 percent when compared to 2011. The increase in
orders associated with the Dako acquisition accounted for 2 percentage points of order growth for the year ended
October 31, 2012 when compared to 2011. Within our life sciences and diagnostics business orders increased due
to the Dako acquisition and were flat in chemical analysis and electronic measurement when compared to 2011.
Agilent's net revenue of $6,782 million decreased 1 percent when compared to 2012. Foreign currency
movements for 2013 had an unfavorable impact of approximately 1 percentage point compared to 2012. Revenue
associated with the Dako acquisition accounted for approximately 4 percentage points of the revenue growth for
the year ended October 31, 2013 when compared to 2012. Within our life sciences and diagnostics business
revenue increased 16 percent in 2013 compared to 2012 with 13 percentage points of revenue increase
attributable to the Dako acquisition. Excluding the effects of the Dako acquisition, there was growth in demand
for life sciences and diagnostics products and services led by pharmaceutical and biotechnology and clinical
markets. There was a decrease in demand from the academic and government market for the year ended
October 31, 2013, when compared to the prior year. Within our chemical analysis business revenue grew 2
percent in 2013 compared with the prior year. There were modest increases in revenue from the food safety and
petrochemical markets, but environmental and forensics markets were down when compared to the prior year.
Within electronic measurement, total revenue decreased when compared to the prior year by 13 percent. General
purposes markets decreased with aerospace and defense flat and computer and semi-conductor markets down
when compared to 2012. Also within electronic measurement, the communications test business decreased for
the year ended October 31, 2013 when compared to the prior year with wireless R&D down moderately but
wireless manufacturing showing a significant shortfall compared to the prior year mostly driven by the loss of
business from a large customer with whom we could not agree on contractual terms. Agilent's total net revenue
in 2012 increased 4 percent when compared to 2011. The revenue increase associated with the Dako acquisition
accounted for approximately 2 percentage points of revenue increase for the year ended October 31, 2012 when
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compared to 2011. Foreign currency movements for 2012 had an unfavorable impact of approximately 1
percentage point compared to 2011. Note 21, "Segment Information" shows a reconciliation between segment
revenue and net revenue.
Services and other revenue include revenue generated from servicing our installed base of products,
warranty extensions and consulting. Services and other revenue increased 4 percent in 2013 as compared to
2012. The service and other revenue growth is higher than product revenue growth due to a portion of the
revenue being driven more by the previously installed base than current period product sales. Services and other
revenue increased 6 percent in 2012 as compared to 2011.
Backlog
Backlog represents the amount of revenue expected from orders that have already been booked, including
orders for goods and services that have not been delivered to customers, orders invoiced but not yet recognized
as revenue, and orders for goods that were shipped but not invoiced, awaiting acceptance by customers.
On October 31, 2013, our unfilled backlog for the electronic measurement business was approximately
$760 million, as compared to approximately $800 million at October 31, 2012. On October 31, 2013, our
unfilled backlog for the chemical analysis business was approximately $380 million, as compared to
approximately $360 million at October 31, 2012. Within our life sciences and diagnostics business, our unfilled
backlog was approximately $520 million on October 31, 2013 as compared to approximately $530 million at
October 31, 2012. We expect that a majority of the unfilled backlog for all three businesses will be delivered to
customers within six months. On average, our unfilled backlog represents approximately three months' worth of
revenues. We believe backlog on any particular date, while indicative of short-term revenue performance, is not
necessarily a reliable indicator of medium or long-term revenue performance.
Costs and Expenses
Gross margin on products
Gross margin on services and other
Total gross margin
Operating margin
(in millions)
Years Ended October 31,
2013
53.5%
46.2%
52.1%
14.0%
2012
53.9%
46.1%
52.6%
16.3%
2011
54.9%
45.9%
53.3%
16.2%
2013 over 2012
Change
—
—
—
(2) ppts
2012 over 2011
Change
(1) ppt
—
(1) ppt
—
Research and development
Selling, general and administrative
704
$
$ 1,880
$
$
668
1,817
649
$
$ 1,809
5%
3%
3%
—%
In 2013, total gross margin was flat in comparison to 2012. Increased costs, in particular, intangible
amortization from the acquisition of Dako, restructuring expenses and inventory charges were offset by a
decrease in variable and incentive pay. In 2012, total gross margin decreased 1 percentage point in comparison to
2011. The unfavorable impact of product mix, increased intangible amortization related to the Dako acquisition
were offset by lower variable and incentive pay. Operating margins in 2013 decreased 2 percentage points
compared to 2012 as a result of increased operating expenses associated with the Dako acquisition, including
increased intangible asset amortization, restructuring costs, higher wages and increased inventory charges offset
by lower variable and incentive pay. Operating margins in 2012 were flat when compared to 2011. This was the
result of maintaining cost control through a decrease in variable and incentive pay while absorbing increases in
expenditure from Dako and wage increases.
Gross inventory charges were $48 million in 2013 and $30 million in 2012 and 2011. Sales of previously
written down inventory were $7 million in 2013 and $5 million in 2012 and 2011.
Our research and development efforts focus on potential new products and product improvements
covering a wide variety of technologies, none of which is individually significant to our operations. We conduct
10
five types of research and development: basic research, foundation technologies, communications, life sciences
and measurement. Our research seeks to improve on various technical competencies in electronics, software,
systems and solutions, life sciences and photonics. In each of these research fields, we conduct research that is
focused on specific product development for release in the short-term as well as other research that is intended to
be the foundation for future products over a longer time-horizon. Some of our product development research is
designed to improve on the more than 20,000 products already in production, focus on major new product
releases, and develop new product segments for the future. Due to the breadth of research and development
projects across all of our businesses, there are a number of drivers of this expense. We remain committed to
invest significantly in research and development and have focused our development efforts on key strategic
opportunities to align our business with available markets and position ourselves to capture market share.
Research and development expenditures increased 5 percent in 2013 compared to 2012. Increased
expenditure was due to our continued investment in new product development and technologies, increased costs
due to Dako, restructuring costs and wage increases, partially offset by lower variable and incentive pay.
Research and development expenditures increased 3 percent in 2012 compared to 2011. Increased expenditure
was due to increased costs due to Dako offset by lower variable and incentive pay. We remain committed to
invest approximately 10 percent of revenues in research and development and have focused our development
efforts on key strategic opportunities in order to align our business with available markets and position ourselves
to capture market share.
Selling, general and administrative expenses increased 3 percent in 2013 compared to 2012. Increases
were due to the acquisition of Dako, including amortization of intangible assets, wage increases and investments
in sales channel coverage in emerging geographies and restructuring costs offset by decreases in variable and
incentive pay. Selling, general and administrative expenses were flat in 2012 when compared to 2011. Increases
were due to the acquisition of Dako, wage increases and investments in sales channel coverage offset by
decreases in variable and incentive pay and lower commissions.
Interest expense for the years ended October 31, 2013, 2012 and 2011 was $107 million, $101 million and
$86 million, respectively, and relates to the interest charged on our senior notes offset by the amortization of
deferred gains recorded upon termination of interest rate swap contracts.
At October 31, 2013, our headcount was approximately 20,600 compared to 20,500 in 2012 and 18,700 in
2011. A significant proportion of the increase in headcount in 2012 compared with 2011 was due to the Dako
acquisition.
Income Taxes
Provision (benefit) for income taxes
$
135
$
(110)
Years Ended October 31,
2013
2012
(in millions)
2011
$ 20
For 2013, the effective tax rate was 16 percent. The 16 percent effective tax rate is lower than the U.S.
statutory rate primarily due to the mix of earnings in non-U.S. jurisdictions taxed at lower statutory rates; in
particular Singapore where we enjoy tax holidays. The effective tax rate also included a $12 million out-of-
period adjustment to increase tax expense, recognized in the second quarter of 2013, associated with the write off
of deferred tax assets related to foreign tax credits incorrectly claimed in prior years.
For 2012, the effective tax rate was a benefit of 11 percent. The 11 percent effective tax rate benefit
reflected tax on earnings in jurisdictions that had low effective tax rates and included a $280 million tax benefit
due to the reversal of a valuation allowance for most U.S. federal and state deferred tax assets. Valuation
allowances require an assessment of both positive and negative evidence when determining whether it is more
likely than not that deferred tax assets are recoverable. Such assessment is required on a jurisdiction by
jurisdiction basis. In the fourth quarter of 2012, management concluded that the valuation allowance for most of
Agilent's U.S. federal and state deferred tax assets is no longer needed primarily due to the emergence from
cumulative losses in recent years, the return to sustainable U.S. operating profits and the expectation of
sustainable profitability in future periods. As of October 31, 2012, the cumulative positive evidence outweighed
five types of research and development: basic research, foundation technologies, communications, life sciences
and measurement. Our research seeks to improve on various technical competencies in electronics, software,
systems and solutions, life sciences and photonics. In each of these research fields, we conduct research that is
focused on specific product development for release in the short-term as well as other research that is intended to
be the foundation for future products over a longer time-horizon. Some of our product development research is
designed to improve on the more than 20,000 products already in production, focus on major new product
releases, and develop new product segments for the future. Due to the breadth of research and development
projects across all of our businesses, there are a number of drivers of this expense. We remain committed to
invest significantly in research and development and have focused our development efforts on key strategic
opportunities to align our business with available markets and position ourselves to capture market share.
Research and development expenditures increased 5 percent in 2013 compared to 2012. Increased
expenditure was due to our continued investment in new product development and technologies, increased costs
due to Dako, restructuring costs and wage increases, partially offset by lower variable and incentive pay.
Research and development expenditures increased 3 percent in 2012 compared to 2011. Increased expenditure
was due to increased costs due to Dako offset by lower variable and incentive pay. We remain committed to
invest approximately 10 percent of revenues in research and development and have focused our development
efforts on key strategic opportunities in order to align our business with available markets and position ourselves
to capture market share.
Selling, general and administrative expenses increased 3 percent in 2013 compared to 2012. Increases
were due to the acquisition of Dako, including amortization of intangible assets, wage increases and investments
in sales channel coverage in emerging geographies and restructuring costs offset by decreases in variable and
incentive pay. Selling, general and administrative expenses were flat in 2012 when compared to 2011. Increases
were due to the acquisition of Dako, wage increases and investments in sales channel coverage offset by
decreases in variable and incentive pay and lower commissions.
Interest expense for the years ended October 31, 2013, 2012 and 2011 was $107 million, $101 million and
$86 million, respectively, and relates to the interest charged on our senior notes offset by the amortization of
deferred gains recorded upon termination of interest rate swap contracts.
At October 31, 2013, our headcount was approximately 20,600 compared to 20,500 in 2012 and 18,700 in
2011. A significant proportion of the increase in headcount in 2012 compared with 2011 was due to the Dako
acquisition.
Income Taxes
Provision (benefit) for income taxes
$
135
(in millions)
(110)
$
$ 20
Years Ended October 31,
2013
2012
2011
For 2013, the effective tax rate was 16 percent. The 16 percent effective tax rate is lower than the U.S.
statutory rate primarily due to the mix of earnings in non-U.S. jurisdictions taxed at lower statutory rates; in
particular Singapore where we enjoy tax holidays. The effective tax rate also included a $12 million out-of-
period adjustment to increase tax expense, recognized in the second quarter of 2013, associated with the write off
of deferred tax assets related to foreign tax credits incorrectly claimed in prior years.
For 2012, the effective tax rate was a benefit of 11 percent. The 11 percent effective tax rate benefit
reflected tax on earnings in jurisdictions that had low effective tax rates and included a $280 million tax benefit
due to the reversal of a valuation allowance for most U.S. federal and state deferred tax assets. Valuation
allowances require an assessment of both positive and negative evidence when determining whether it is more
likely than not that deferred tax assets are recoverable. Such assessment is required on a jurisdiction by
jurisdiction basis. In the fourth quarter of 2012, management concluded that the valuation allowance for most of
Agilent's U.S. federal and state deferred tax assets is no longer needed primarily due to the emergence from
cumulative losses in recent years, the return to sustainable U.S. operating profits and the expectation of
sustainable profitability in future periods. As of October 31, 2012, the cumulative positive evidence outweighed
10
11
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A
the negative evidence regarding the likelihood that most of the deferred tax asset for Agilent's U.S. consolidated
income tax group will be realized. Accordingly, we recognized a non-recurring tax benefit of $280 million
relating to the valuation allowance reversal. The effective tax rate also included a non-recurring tax expense of
$88 million relating to an increase in the overall residual U.S. tax expected to be imposed upon the repatriation
of unremitted foreign earnings previously considered permanently reinvested. During the fourth quarter of 2012,
we assessed the forecasted cash needs and overall financial position of our foreign subsidiaries and determined
that a portion of previously permanently reinvested earnings would no longer be reinvested overseas. The
effective tax rate was also reduced by a $68 million tax benefit primarily associated with the recognition of
previously unrecognized tax benefits and the reversal of the related interest accruals due to the reassessment of
certain uncertain tax positions relating to foreign jurisdictions.
For 2011, the effective tax rate was 2 percent. The 2 percent effective tax rate reflects tax on earnings in
jurisdictions that had low effective tax rates and includes a $97 million net tax benefit primarily associated with a
refund in Canada and the recognition of previously unrecognized tax benefits and the reversal of the related
interest accruals due to the reassessment of certain uncertain tax positions. The income tax provision also
included a $26 million out of period adjustment to reduce the carrying value of certain U.K. deferred tax assets
for which the majority was recorded in the quarter ended April 30, 2011. The overstatement of these deferred tax
assets resulted in an overstatement of the U.K. valuation allowance release in the fourth quarter of 2010. For the
full year, this out of period adjustment was substantially offset by other out of period adjustments. The net
impact of all out of period adjustments on the effective tax rate was immaterial. Without considering interest and
penalties, the effective rate reflected taxes in all jurisdictions except the U.S. and certain foreign jurisdictions in
which income tax expense or benefit continued to be offset by adjustments to valuation allowances.
Agilent enjoys tax holidays in several different jurisdictions, most significantly in Singapore. The tax
holidays provide lower rates of taxation on certain classes of income and require various thresholds of
investments and employment or specific types of income in those jurisdictions. The tax holidays are due for
renewal between 2015 and 2023. As a result of the incentives, the impact of the tax holidays decreased income
taxes by $127 million, $122 million, and $127 million in 2013, 2012, and 2011, respectively. The benefit of the
tax holidays on net income per share (diluted) was approximately $0.37, $0.35, and $0.36 in 2013, 2012 and
2011, respectively.
In accordance with the guidance on the accounting for uncertainty in income taxes, for all U.S. and other
tax jurisdictions, we recognize potential liabilities for anticipated tax audit issues based on our estimate of
whether, and the extent to which, additional taxes and interest will be due. If our estimate of income tax
liabilities proves to be less than the ultimate assessment, a further charge to expense would be required. If events
occur and the payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities would
result in tax benefits being recognized in the period when we determine the liabilities are no longer necessary.
We include interest and penalties related to unrecognized tax benefits within the provision for income taxes on
the consolidated statements of operations.
In the U.S., tax years remain open back to the year 2006 for federal income tax purposes and the year
2000 for significant states. Agilent's U.S. federal income tax returns for 2006 through 2007 are currently under
audit by the IRS. During the three months ended July 31, 2012, the company received a Revenue Agents Report
(“RAR”) for these years and filed a protest to dispute certain adjustments, the most significant of which pertains
to the amount of a gain from the disposition of a business that was allocated to the U.S. for income tax purposes.
There can be no assurance that the outcome of this dispute will not have a material effect on our operating results
or financial condition. In other major jurisdictions where the company conducts business, the tax years generally
remain open back to the year 2003. With these jurisdictions and the U.S., it is reasonably possible that there
could be significant changes to our unrecognized tax benefits in the next twelve months due to either the
expiration of a statute of limitation or a tax audit settlement. Given the number of years and numerous matters
that remain subject to examination in various tax jurisdictions, management is unable to estimate the range of
possible changes to the balance of our unrecognized tax benefits.
Segment Overview
We formed a new operating segment in the fourth fiscal quarter of 2013. The new life sciences and
diagnostics segment was formed by the combination of the life sciences business plus the diagnostics and
and services.
12
genomics business. Following this reorganization, we have three business segments comprised of the life
sciences and diagnostics business, the chemical analysis business and the electronic measurement business. The
historical segment financial information for the life sciences and diagnostics segment has been recast to conform
to this new reporting structure in our financial statements.
Life Sciences and Diagnostics
Our life sciences and diagnostics business provides application-focused solutions that include reagents,
instruments, software, consumables, and services that enable customers to identify, quantify and analyze the
physical and biological properties of substances and products, as well as enable customers in the clinical and life
sciences research areas to interrogate samples at the molecular level. Key product categories include: liquid
chromatography ("LC") systems, columns and components; liquid chromatography mass spectrometry
("LCMS") systems; laboratory software and informatics systems; laboratory automation and robotic systems;
dissolution testing; nucleic acid solutions; Nuclear Magnetic Resonance, Magnetic Resonance Imaging, and X-
Ray Diffraction systems; services and support for the aforementioned products; immunohistochemistry; In Situ
Hybridization; Hematoxylin and Eosin staining; special staining, DNA mutation detection; genotyping; gene
copy number determination; identification of gene rearrangements; DNA methylation profiling; gene expression
profiling; next generation sequencing target enrichment; and automated gel electrophoresis-based sample
analysis systems. We also collaborate with a number of major pharmaceutical companies to develop new
potential pharmacodiagnostics, also called companion diagnostics, with the potential of identifying patients most
likely to benefit from a specific targeted therapy.
Orders and Net Revenue
Years Ended October 31,
2013
2012
2011
Change
Change
2013 over 2012
2012 over 2011
Orders
Net revenue from products
Net revenue from services and other
Total net revenue
(in millions)
$
$
2,319
1,868
432
$
2,300
$
$
$
1,993
1,578
406
1,984
$
$
$
1,875
1,424
368
1,792
16%
18%
6%
16%
6%
11%
10%
11%
Life sciences and diagnostics orders in 2013 grew 16 percent compared to 2012. Foreign currency
movements had an unfavorable impact of 2 percentage point on order growth when compared to the prior year.
Incremental orders associated with the Dako acquisition in 2013 accounted for 13 percentage points of the order
growth. Excluding the impact of the Dako acquisition, order results were led by demand in the LC, genomics,
services and consumables portfolios. Geographically, orders grew 16 percent in the Americas, grew 27 percent in
Europe, declined 2 percent in Japan, and grew 9 percent in other Asia Pacific during 2013 when compared to
2012. Life sciences and diagnostics orders in 2012 increased 6 percent compared to 2011. Foreign currency
movements had an unfavorable impact of 1 percentage point on order growth when compared to the prior year.
Excluding the impact of the Dako acquisition, order growth was driven by strength in informatics, microfluidics,
nucleic acid, and services. Budget constraints and cautious spending weighed on the results in 2012.
Life sciences and diagnostics net revenue in 2013 increased 16 percent compared to 2012. Revenue
associated with the Dako acquisition accounted for 17 percent of our life sciences and diagnostics business and
13 percentage points of the revenue growth in 2013. Foreign currency movements for 2013 had an unfavorable
impact of 1 percentage point compared to 2012. Excluding the impact of the Dako acquisition, revenue growth
was led by strength in LC, consumables and services portfolios. Geographically, revenue grew 13 percent in the
Americas, grew 26 percent in Europe, declined 2 percent in Japan, and grew 12 percent in other Asia Pacific
during 2013 when compared to 2012. Though European countries continue to focus on addressing the financial
downturn and continued austerity measures, Europe had the strongest performance with particular demand in the
diagnostics and pharma markets. Life sciences and diagnostics revenue in 2012 increased 11 percent compared to
2011. Foreign currency movements for 2012 had an unfavorable impact of 2 percentage points compared to
2011. Excluding the impact of the Dako acquisition, revenue strength was led by LCMS, informatics, automation
the negative evidence regarding the likelihood that most of the deferred tax asset for Agilent's U.S. consolidated
income tax group will be realized. Accordingly, we recognized a non-recurring tax benefit of $280 million
relating to the valuation allowance reversal. The effective tax rate also included a non-recurring tax expense of
$88 million relating to an increase in the overall residual U.S. tax expected to be imposed upon the repatriation
of unremitted foreign earnings previously considered permanently reinvested. During the fourth quarter of 2012,
we assessed the forecasted cash needs and overall financial position of our foreign subsidiaries and determined
that a portion of previously permanently reinvested earnings would no longer be reinvested overseas. The
effective tax rate was also reduced by a $68 million tax benefit primarily associated with the recognition of
previously unrecognized tax benefits and the reversal of the related interest accruals due to the reassessment of
certain uncertain tax positions relating to foreign jurisdictions.
For 2011, the effective tax rate was 2 percent. The 2 percent effective tax rate reflects tax on earnings in
jurisdictions that had low effective tax rates and includes a $97 million net tax benefit primarily associated with a
refund in Canada and the recognition of previously unrecognized tax benefits and the reversal of the related
interest accruals due to the reassessment of certain uncertain tax positions. The income tax provision also
included a $26 million out of period adjustment to reduce the carrying value of certain U.K. deferred tax assets
for which the majority was recorded in the quarter ended April 30, 2011. The overstatement of these deferred tax
assets resulted in an overstatement of the U.K. valuation allowance release in the fourth quarter of 2010. For the
full year, this out of period adjustment was substantially offset by other out of period adjustments. The net
impact of all out of period adjustments on the effective tax rate was immaterial. Without considering interest and
penalties, the effective rate reflected taxes in all jurisdictions except the U.S. and certain foreign jurisdictions in
which income tax expense or benefit continued to be offset by adjustments to valuation allowances.
Agilent enjoys tax holidays in several different jurisdictions, most significantly in Singapore. The tax
holidays provide lower rates of taxation on certain classes of income and require various thresholds of
investments and employment or specific types of income in those jurisdictions. The tax holidays are due for
renewal between 2015 and 2023. As a result of the incentives, the impact of the tax holidays decreased income
taxes by $127 million, $122 million, and $127 million in 2013, 2012, and 2011, respectively. The benefit of the
tax holidays on net income per share (diluted) was approximately $0.37, $0.35, and $0.36 in 2013, 2012 and
2011, respectively.
In accordance with the guidance on the accounting for uncertainty in income taxes, for all U.S. and other
tax jurisdictions, we recognize potential liabilities for anticipated tax audit issues based on our estimate of
whether, and the extent to which, additional taxes and interest will be due. If our estimate of income tax
liabilities proves to be less than the ultimate assessment, a further charge to expense would be required. If events
occur and the payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities would
result in tax benefits being recognized in the period when we determine the liabilities are no longer necessary.
We include interest and penalties related to unrecognized tax benefits within the provision for income taxes on
the consolidated statements of operations.
In the U.S., tax years remain open back to the year 2006 for federal income tax purposes and the year
2000 for significant states. Agilent's U.S. federal income tax returns for 2006 through 2007 are currently under
audit by the IRS. During the three months ended July 31, 2012, the company received a Revenue Agents Report
(“RAR”) for these years and filed a protest to dispute certain adjustments, the most significant of which pertains
to the amount of a gain from the disposition of a business that was allocated to the U.S. for income tax purposes.
There can be no assurance that the outcome of this dispute will not have a material effect on our operating results
or financial condition. In other major jurisdictions where the company conducts business, the tax years generally
remain open back to the year 2003. With these jurisdictions and the U.S., it is reasonably possible that there
could be significant changes to our unrecognized tax benefits in the next twelve months due to either the
expiration of a statute of limitation or a tax audit settlement. Given the number of years and numerous matters
that remain subject to examination in various tax jurisdictions, management is unable to estimate the range of
possible changes to the balance of our unrecognized tax benefits.
Segment Overview
We formed a new operating segment in the fourth fiscal quarter of 2013. The new life sciences and
diagnostics segment was formed by the combination of the life sciences business plus the diagnostics and
genomics business. Following this reorganization, we have three business segments comprised of the life
sciences and diagnostics business, the chemical analysis business and the electronic measurement business. The
historical segment financial information for the life sciences and diagnostics segment has been recast to conform
to this new reporting structure in our financial statements.
Life Sciences and Diagnostics
Our life sciences and diagnostics business provides application-focused solutions that include reagents,
instruments, software, consumables, and services that enable customers to identify, quantify and analyze the
physical and biological properties of substances and products, as well as enable customers in the clinical and life
sciences research areas to interrogate samples at the molecular level. Key product categories include: liquid
chromatography ("LC") systems, columns and components; liquid chromatography mass spectrometry
("LCMS") systems; laboratory software and informatics systems; laboratory automation and robotic systems;
dissolution testing; nucleic acid solutions; Nuclear Magnetic Resonance, Magnetic Resonance Imaging, and X-
Ray Diffraction systems; services and support for the aforementioned products; immunohistochemistry; In Situ
Hybridization; Hematoxylin and Eosin staining; special staining, DNA mutation detection; genotyping; gene
copy number determination; identification of gene rearrangements; DNA methylation profiling; gene expression
profiling; next generation sequencing target enrichment; and automated gel electrophoresis-based sample
analysis systems. We also collaborate with a number of major pharmaceutical companies to develop new
potential pharmacodiagnostics, also called companion diagnostics, with the potential of identifying patients most
likely to benefit from a specific targeted therapy.
Orders and Net Revenue
Years Ended October 31,
2013
2012
2011
2013 over 2012
Change
2012 over 2011
Change
Orders
Net revenue from products
Net revenue from services and other
Total net revenue
$
$
$
2,319
1,868
432
2,300
(in millions)
1,993
$
1,578
$
406
1,984
$
$
$
$
1,875
1,424
368
1,792
16%
18%
6%
16%
6%
11%
10%
11%
Life sciences and diagnostics orders in 2013 grew 16 percent compared to 2012. Foreign currency
movements had an unfavorable impact of 2 percentage point on order growth when compared to the prior year.
Incremental orders associated with the Dako acquisition in 2013 accounted for 13 percentage points of the order
growth. Excluding the impact of the Dako acquisition, order results were led by demand in the LC, genomics,
services and consumables portfolios. Geographically, orders grew 16 percent in the Americas, grew 27 percent in
Europe, declined 2 percent in Japan, and grew 9 percent in other Asia Pacific during 2013 when compared to
2012. Life sciences and diagnostics orders in 2012 increased 6 percent compared to 2011. Foreign currency
movements had an unfavorable impact of 1 percentage point on order growth when compared to the prior year.
Excluding the impact of the Dako acquisition, order growth was driven by strength in informatics, microfluidics,
nucleic acid, and services. Budget constraints and cautious spending weighed on the results in 2012.
Life sciences and diagnostics net revenue in 2013 increased 16 percent compared to 2012. Revenue
associated with the Dako acquisition accounted for 17 percent of our life sciences and diagnostics business and
13 percentage points of the revenue growth in 2013. Foreign currency movements for 2013 had an unfavorable
impact of 1 percentage point compared to 2012. Excluding the impact of the Dako acquisition, revenue growth
was led by strength in LC, consumables and services portfolios. Geographically, revenue grew 13 percent in the
Americas, grew 26 percent in Europe, declined 2 percent in Japan, and grew 12 percent in other Asia Pacific
during 2013 when compared to 2012. Though European countries continue to focus on addressing the financial
downturn and continued austerity measures, Europe had the strongest performance with particular demand in the
diagnostics and pharma markets. Life sciences and diagnostics revenue in 2012 increased 11 percent compared to
2011. Foreign currency movements for 2012 had an unfavorable impact of 2 percentage points compared to
2011. Excluding the impact of the Dako acquisition, revenue strength was led by LCMS, informatics, automation
and services.
12
13
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End market performance reflected slow growth across most markets in 2013. Pharmaceutical and biotech
market was soft overall as budgets continued to be tightened. Customers are investing to upgrade technology,
such as advanced LCMS applications, to stay ahead of the curve in biologic drugs yet still maintain an edge in
chemical drugs, particularly in generic drugs and emerging markets. The academia and government market
continued to see the dampening effects of the U.S. sequestration and weak macroeconomic environment in
Europe, though we saw some signs of stabilization in Europe in the latter part of the 2013. The diagnostics
market experienced solid growth in pathology, reagent partnerships and companion diagnostics and the clinical
market remained robust during the year reflecting record volumes in the latter part of 2013 for our genomics
products. Applied markets were flat as growth in food and petrochemical saw good demand from China and
other emerging markets, but was largely offset by declines in environmental and forensics markets as tight
government budgets continued to constrain demand in the U.S. and Europe.
Looking forward, we are optimistic about our growth opportunities in the life sciences and diagnostics
markets as our broad portfolio of products and solutions are well suited to address customer needs. We continue
to invest in expanding and improving our applications and solutions portfolio. We expect low spending levels to
continue in academic and government markets given the U.S. budget sequestration and continued austerity in
most developed countries, but we expect businesses such as consumables and services and the continued need to
refresh aging instrumentation to partially offset this effect. We remain positive about our growth in our clinical
and clinical research markets, as adoption of our SureSelect and HaloPlex sequencing target enrichment
solutions continue. The fourth quarter of 2013 marked the commercial launch of the new Dako Omnis
autostainer. First installations of this platform have taken place, and we are seeing good acceptance of orders in
both the U.S. and Europe.
Gross Margin and Operating Margin
Orders and Net Revenue
The following table shows the life sciences and diagnostics business' margins, expenses and income from
operations for 2013 versus 2012, and 2012 versus 2011.
Total gross margin
Operating margin
(in millions)
Years Ended October 31,
2013
54.3%
16.4%
2012
53.3%
14.8%
2011
52.0 %
13.2 %
Research and development
Selling, general and administrative
Income from operations
$
$
$
228
645
377
$
$
$
195
567
295
$
$
$
174
522
237
2013 over 2012
Change
2012 over 2011
Change
1 ppt
2 ppts
17%
14%
28%
1 ppt
2 ppts
12%
9%
24%
Gross margins in 2013 increased 1 percentage point compared to 2012. The increase in gross margins was
mainly due to the impact of the Dako acquisition, along with favorable volume, lower infrastructure expenses,
lower variable pay, partially offset by unfavorable product mix and unfavorable standard cost. Gross margins
increased 1 percentage point in 2012 compared to 2011 mainly due to the impact of the Dako acquisition,
favorable volume and lower material costs, which were offset by higher infrastructure costs and unfavorable
product mix.
Research and development expenses increased 17 percent in 2013 compared to 2012. The increase was
due to the impact of the Dako acquisition. Research and development expenses increased 12 percent in 2012
compared to 2011, mostly due to the impact of the Dako acquisition and investments in new product
development.
Selling, general and administrative expenses increased 14 percent in 2013 compared to 2012. Selling,
general and administrative expenses increased 9 percent in 2012 compared to 2011. The increase was due to the
impact of the Dako acquisition in both periods.
14
Operating margins increased by 2 percentage points in 2013 compared to 2012. The increases were
mainly due to the impact of the Dako acquisition and favorable gross profit from higher revenue. Operating
margins increased 2 percentage points in 2012 compared to 2011.The increase was due to the impact of the Dako
acquisition, favorable gross profit from higher revenue outpacing operating expense growth.
Income from Operations
Income from operations in 2013 increased by $82 million or 28 percent on a revenue increase of
$316 million, a 26 percent year-over-year operating margin incremental. Income from operations in 2012
increased $58 million or 24 percent on a revenue increase of $192 million. Operating margin incremental is
measured by the increase in income from operations compared to the prior period divided by the increase in
revenue compared to the prior period.
Chemical Analysis
Our chemical analysis business provides application-focused solutions that include instruments, software,
consumables, and services that enable customers to identify, quantify and analyze the physical and biological
properties of substances and products. Key product categories in chemical analysis include: gas chromatography
(GC) systems, columns and components; gas chromatography mass spectrometry (GC-MS) systems; inductively
coupled plasma mass spectrometry (ICP-MS) instruments; atomic absorption (AA) instruments; inductively
coupled plasma optical emission spectrometry (ICP-OES) instruments; molecular spectroscopy instruments;
software and data systems; vacuum pumps and measurement technologies; services and support for our products.
Years Ended October 31,
2013
2012
2011
Change
Change
2013 over 2012
2012 over 2011
Orders
Net revenue from products
Net revenue from services and other
Total net revenue
(in millions)
$
$
$
1,642
1,232
362
1,594
$
$
$
1,604
1,219
340
1,559
$
$
$
1,589
1,194
324
1,518
2%
1%
6%
2%
1%
3%
5%
3%
Chemical analysis orders in 2013 increased 2 percent compared to 2012. Foreign currency movements for
2013 had an unfavorable impact of 2 percentage point compared to 2012. Order results were led by solid
performance in services, consumables, and ICP-MS instruments. Strength in these areas was offset by declines in
GC-MS systems and flat orders in vacuum pump products. Geographically, orders were flat in the Americas,
increased 5 percent in Europe, declined 14 percent in Japan (includes unfavorable currency impact of 16
percentage points), and grew 6 percent in other Asia Pacific during 2013 when compared to 2012. In the
Americas the overall government spending remains weak. Total Asia Pacific orders reflected continued
weakness in unfavorable currency impacts in Japan orders offset by continued growth in both China and South
Asia Pacific and Korea. Chemical analysis orders in 2012 increased 1 percent compared to 2011 due to strength
in services and consumables, along with GC-MS and ICP-MS instruments.
Chemical analysis net revenue in 2013 increased 2 percent compared to 2012. Foreign currency
movements for 2013 had an unfavorable impact of 2 percentage point compared to 2012. Revenue growth was
led by services and consumables. GC and GC-MS weaknesses were offset by strength in ICP-MS and AA and
ICP-OES instruments. Geographically, revenue grew 3 percent in the Americas, grew 1 percent in Europe,
declined 17 percent in Japan (including a 15 percentage point unfavorable currency impact), and grew 8 percent
in other Asia Pacific. Brazil, China, and India in particular had strong revenue growth in 2013, each having
double digit growth. Chemical analysis revenue grew 3 percent in 2012 compared to 2011, led by services and
consumables, along with strength in ICP-MS.
Chemical analysis saw mixed growth in the core end markets. The demand to export safe and high quality
food in emerging markets remains strong, and their government funding continues to drive strength for purchases
of GC and GC-MS instruments. Chemical and energy end markets saw modest increases in 2013 compared to
End market performance reflected slow growth across most markets in 2013. Pharmaceutical and biotech
market was soft overall as budgets continued to be tightened. Customers are investing to upgrade technology,
such as advanced LCMS applications, to stay ahead of the curve in biologic drugs yet still maintain an edge in
chemical drugs, particularly in generic drugs and emerging markets. The academia and government market
continued to see the dampening effects of the U.S. sequestration and weak macroeconomic environment in
Europe, though we saw some signs of stabilization in Europe in the latter part of the 2013. The diagnostics
market experienced solid growth in pathology, reagent partnerships and companion diagnostics and the clinical
market remained robust during the year reflecting record volumes in the latter part of 2013 for our genomics
products. Applied markets were flat as growth in food and petrochemical saw good demand from China and
other emerging markets, but was largely offset by declines in environmental and forensics markets as tight
government budgets continued to constrain demand in the U.S. and Europe.
Looking forward, we are optimistic about our growth opportunities in the life sciences and diagnostics
markets as our broad portfolio of products and solutions are well suited to address customer needs. We continue
to invest in expanding and improving our applications and solutions portfolio. We expect low spending levels to
continue in academic and government markets given the U.S. budget sequestration and continued austerity in
most developed countries, but we expect businesses such as consumables and services and the continued need to
refresh aging instrumentation to partially offset this effect. We remain positive about our growth in our clinical
and clinical research markets, as adoption of our SureSelect and HaloPlex sequencing target enrichment
solutions continue. The fourth quarter of 2013 marked the commercial launch of the new Dako Omnis
autostainer. First installations of this platform have taken place, and we are seeing good acceptance of orders in
both the U.S. and Europe.
Gross Margin and Operating Margin
The following table shows the life sciences and diagnostics business' margins, expenses and income from
operations for 2013 versus 2012, and 2012 versus 2011.
Change
1 ppt
2 ppts
12%
9%
24%
Total gross margin
Operating margin
(in millions)
Years Ended October 31,
2013
54.3%
16.4%
2012
53.3%
14.8%
2011
52.0 %
13.2 %
Change
1 ppt
2 ppts
2013 over 2012
2012 over 2011
Research and development
Selling, general and administrative
Income from operations
$
$
$
228
645
377
$
$
$
195
567
295
$
$
$
174
522
237
17%
14%
28%
Gross margins in 2013 increased 1 percentage point compared to 2012. The increase in gross margins was
mainly due to the impact of the Dako acquisition, along with favorable volume, lower infrastructure expenses,
lower variable pay, partially offset by unfavorable product mix and unfavorable standard cost. Gross margins
increased 1 percentage point in 2012 compared to 2011 mainly due to the impact of the Dako acquisition,
favorable volume and lower material costs, which were offset by higher infrastructure costs and unfavorable
product mix.
development.
Research and development expenses increased 17 percent in 2013 compared to 2012. The increase was
due to the impact of the Dako acquisition. Research and development expenses increased 12 percent in 2012
compared to 2011, mostly due to the impact of the Dako acquisition and investments in new product
Selling, general and administrative expenses increased 14 percent in 2013 compared to 2012. Selling,
general and administrative expenses increased 9 percent in 2012 compared to 2011. The increase was due to the
impact of the Dako acquisition in both periods.
Operating margins increased by 2 percentage points in 2013 compared to 2012. The increases were
mainly due to the impact of the Dako acquisition and favorable gross profit from higher revenue. Operating
margins increased 2 percentage points in 2012 compared to 2011.The increase was due to the impact of the Dako
acquisition, favorable gross profit from higher revenue outpacing operating expense growth.
Income from Operations
Income from operations in 2013 increased by $82 million or 28 percent on a revenue increase of
$316 million, a 26 percent year-over-year operating margin incremental. Income from operations in 2012
increased $58 million or 24 percent on a revenue increase of $192 million. Operating margin incremental is
measured by the increase in income from operations compared to the prior period divided by the increase in
revenue compared to the prior period.
Chemical Analysis
Our chemical analysis business provides application-focused solutions that include instruments, software,
consumables, and services that enable customers to identify, quantify and analyze the physical and biological
properties of substances and products. Key product categories in chemical analysis include: gas chromatography
(GC) systems, columns and components; gas chromatography mass spectrometry (GC-MS) systems; inductively
coupled plasma mass spectrometry (ICP-MS) instruments; atomic absorption (AA) instruments; inductively
coupled plasma optical emission spectrometry (ICP-OES) instruments; molecular spectroscopy instruments;
software and data systems; vacuum pumps and measurement technologies; services and support for our products.
Orders and Net Revenue
Years Ended October 31,
2013
2012
2011
2013 over 2012
Change
2012 over 2011
Change
Orders
Net revenue from products
Net revenue from services and other
Total net revenue
$
$
$
1,642
1,232
362
1,594
(in millions)
1,604
$
1,219
$
340
1,559
$
$
$
$
1,589
1,194
324
1,518
2%
1%
6%
2%
1%
3%
5%
3%
Chemical analysis orders in 2013 increased 2 percent compared to 2012. Foreign currency movements for
2013 had an unfavorable impact of 2 percentage point compared to 2012. Order results were led by solid
performance in services, consumables, and ICP-MS instruments. Strength in these areas was offset by declines in
GC-MS systems and flat orders in vacuum pump products. Geographically, orders were flat in the Americas,
increased 5 percent in Europe, declined 14 percent in Japan (includes unfavorable currency impact of 16
percentage points), and grew 6 percent in other Asia Pacific during 2013 when compared to 2012. In the
Americas the overall government spending remains weak. Total Asia Pacific orders reflected continued
weakness in unfavorable currency impacts in Japan orders offset by continued growth in both China and South
Asia Pacific and Korea. Chemical analysis orders in 2012 increased 1 percent compared to 2011 due to strength
in services and consumables, along with GC-MS and ICP-MS instruments.
Chemical analysis net revenue in 2013 increased 2 percent compared to 2012. Foreign currency
movements for 2013 had an unfavorable impact of 2 percentage point compared to 2012. Revenue growth was
led by services and consumables. GC and GC-MS weaknesses were offset by strength in ICP-MS and AA and
ICP-OES instruments. Geographically, revenue grew 3 percent in the Americas, grew 1 percent in Europe,
declined 17 percent in Japan (including a 15 percentage point unfavorable currency impact), and grew 8 percent
in other Asia Pacific. Brazil, China, and India in particular had strong revenue growth in 2013, each having
double digit growth. Chemical analysis revenue grew 3 percent in 2012 compared to 2011, led by services and
consumables, along with strength in ICP-MS.
Chemical analysis saw mixed growth in the core end markets. The demand to export safe and high quality
food in emerging markets remains strong, and their government funding continues to drive strength for purchases
of GC and GC-MS instruments. Chemical and energy end markets saw modest increases in 2013 compared to
14
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2012, driven primarily by stronger demand in China and a bright outlook for petrochemicals in North America.
In forensics, the spread of designer drugs continues to drive the need for GC-MS systems, particularly in Europe.
Environmental demand in mature markets is tempered by continued government budget constraints. In emerging
economies, testing to ensure the quality and safety of drinking water is a factor in economic growth and has led
to the demand for GC-MS and ICP-MS instruments. Other applied markets showed mid-single digit growth, with
growth in pharmaceutical and bio tech markets being offset by a decline in academic and government markets.
Strength in 2013 and our fourth quarter results reflect a positive outlook for the chemical analysis core end
markets. We will continue to invest in research and development, and seek to expand our position in developing
countries and emerging markets. New instrument launches over the next twelve months, as well as continued
market acceptance of our new products released in 2013, will help with our product differentiation and
competitive position.
Gross Margin and Operating Margin
The following table shows the chemical analysis business's margins, expenses and income from operations
for 2013 versus 2012, and 2012 versus 2011.
Years Ended October 31,
2013
2012
2011
2013 over 2012
Change
2012 over 2011
Change
Total gross margin
Operating margin
(in millions)
51.7%
22.3%
51.4%
21.7%
51.1%
20.6%
—
1 ppt
Research and development
Selling, general and administrative
Income from operations
$
$
$
94
374
355
$
$
$
93
371
338
$
$
$
92
371
313
2%
1%
5%
—
1 ppt
—
—
8%
Gross margins in 2013 remained flat compared to 2012. Higher product discounts and unfavorable foreign
currency movements were offset by favorable manufacturing overhead costs and favorable revenue volume.
Gross margin also remained flat in 2012 compared to 2011, driven by higher product discounts offsetting
favorable revenue volume and lower material costs.
Research and development expenses increased 2 percent in 2013 compared to 2012, driven mainly by our
continued investment in instrument products. Research and development expenses remained flat in 2012
compared to 2011.
Selling, general, and administrative expenses increased 1 percent in 2013 compared to 2012 mainly due to
higher infrastructure expenses and commissions partially offset by reduced discretionary expenses including
marketing programs and travel. Selling, general, and administrative expenses remained flat in 2012 compared to
2011, primarily driven by investments in sales channel coverage with a focus on emerging markets being offset
by lower commissions and discretionary spending.
Operating margins increased by 1 percentage point in 2013 compared to 2012. The increase was mainly
due to favorable gross profit from higher revenue while holding expenses fairly flat. Operating margins increased
1 percentage point from 2012 compared to 2011, mainly due to favorable gross profit from higher revenue while
holding expenses flat.
Income from Operations
Income from operations in 2013 increased by $17 million or 5 percent on a revenue increase of $35
million, a 49 percent year-over-year operating margin incremental. Income from operations in 2012 increased by
$25 million or 8 percent compared to 2011 on a revenue increase of $41 million, or 60 percent year-over-year
operating margin incremental.
16
Electronic Measurement
Our electronic measurement business provides electronic measurement instruments and systems, software
design tools and related services that are used in the design, development, manufacture, installation, deployment
and operation of electronics equipment, and microscopy products. Related services include start-up assistance,
instrument productivity and application services and instrument calibration and repair. We also offer
customization, consulting and optimization services throughout the customer's product lifecycle.
Orders and Net Revenue
Years Ended October 31,
2013
2012
2011
Change
Change
2013 over 2012
2012 over 2011
Orders
Net revenue from products
Net revenue from services and other
Total net revenue
(in millions)
$
$
$
2,866
2,434
454
2,888
$
$
$
3,280
2,862
453
3,315
$
$
$
3,305
2,875
441
3,316
(13)%
(15)%
—
(13)%
(1)%
—
3%
—
Electronic measurement orders declined 13 percent in 2013 compared to 2012. Foreign currency
movements had an unfavorable impact of 2 percentage points on the year-over-year compare. Orders were lower
for all market segments, including aerospace and defense; industrial, computer, and semiconductor test; and
communications test, which decreased year-over-year primarily due to lower wireless manufacturing demand
relating to the loss of business from a large customer with whom we could not agree on contractual terms. On a
geographic basis, orders declined 20 percent in the Americas, 12 percent in Japan, 7 percent in Asia Pacific
excluding Japan, and 4 percent in Europe. The decline in orders in the Americas was driven by weak
communications test and soft aerospace and defense demand. Japan orders were lower due to the unfavorable
impact of currency movements, improving by 1 percent year-over-year in local currency. Electronic
measurement orders declined 1 percent in 2012 compared to 2011; weak industrial and slightly lower aerospace
and defense orders were mostly offset by growth in computer and semiconductor and communications test
business.
Electronic measurement revenue declined 13 percent in 2013 compared to 2012 primarily on lower
wireless manufacturing and industrial, computer and semiconductor test demand. The unfavorable impact of
foreign currency movements contributed to 2 percentage points of the year-over-year decline. Revenue from the
Americas decreased 19 percent on significantly lower wireless manufacturing demand and soft general purpose
test business. Japan revenue was 14 percent lower year-over-year but declined only 3 percent in local currency.
Asia Pacific excluding Japan decreased 7 percent, and Europe declined 6 percent when compared to last year.
Revenue from products was 15 percent lower compared to 2012 while service related revenue was flat.
Electronic measurement revenue was flat in 2012 compared to 2011 on flat demand in both general purpose and
communications test. Within communications test, strong wireless manufacturing test revenue was offset by
lower wireless R&D and broadband communications test business.
General purpose test revenue, representing approximately 66 percent of electronic measurement business,
declined year-over-year on weak industrial, computer, and semiconductor test demand. Our aerospace and
defense business was flat year-over-year on lower demand in the Americas offset by stronger spending in
Europe. Semiconductor test revenue declined on moderating investments in new process technology and weak
manufacturing demand. The shift from personal computers to lower priced, more highly integrated tablets has
resulted in a reduction in test equipment demand. Uncertain global economic conditions contributed to lower
industrial test business. In 2012, general purpose test represented approximately 63 percent of electronic
measurement revenue with slight growth in computers and semiconductor business, flat industrial test demand,
and a slight decline in aerospace and defense compared to 2011.
Communications test revenue, representing approximately 34 percent of total electronic measurement,
declined year-over-year primarily due to significantly lower wireless manufacturing demand driven by the loss of
2012, driven primarily by stronger demand in China and a bright outlook for petrochemicals in North America.
In forensics, the spread of designer drugs continues to drive the need for GC-MS systems, particularly in Europe.
Environmental demand in mature markets is tempered by continued government budget constraints. In emerging
economies, testing to ensure the quality and safety of drinking water is a factor in economic growth and has led
to the demand for GC-MS and ICP-MS instruments. Other applied markets showed mid-single digit growth, with
growth in pharmaceutical and bio tech markets being offset by a decline in academic and government markets.
Strength in 2013 and our fourth quarter results reflect a positive outlook for the chemical analysis core end
markets. We will continue to invest in research and development, and seek to expand our position in developing
countries and emerging markets. New instrument launches over the next twelve months, as well as continued
market acceptance of our new products released in 2013, will help with our product differentiation and
competitive position.
Gross Margin and Operating Margin
The following table shows the chemical analysis business's margins, expenses and income from operations
for 2013 versus 2012, and 2012 versus 2011.
Change
—
1 ppt
—
—
8%
Total gross margin
Operating margin
(in millions)
Years Ended October 31,
2013 over 2012
2012 over 2011
2013
2012
2011
51.7%
22.3%
51.4%
21.7%
51.1%
20.6%
Change
—
1 ppt
Research and development
Selling, general and administrative
Income from operations
$
$
$
94
374
355
$
$
$
93
371
338
$
$
$
92
371
313
2%
1%
5%
Gross margins in 2013 remained flat compared to 2012. Higher product discounts and unfavorable foreign
currency movements were offset by favorable manufacturing overhead costs and favorable revenue volume.
Gross margin also remained flat in 2012 compared to 2011, driven by higher product discounts offsetting
favorable revenue volume and lower material costs.
Research and development expenses increased 2 percent in 2013 compared to 2012, driven mainly by our
continued investment in instrument products. Research and development expenses remained flat in 2012
compared to 2011.
Selling, general, and administrative expenses increased 1 percent in 2013 compared to 2012 mainly due to
higher infrastructure expenses and commissions partially offset by reduced discretionary expenses including
marketing programs and travel. Selling, general, and administrative expenses remained flat in 2012 compared to
2011, primarily driven by investments in sales channel coverage with a focus on emerging markets being offset
by lower commissions and discretionary spending.
Operating margins increased by 1 percentage point in 2013 compared to 2012. The increase was mainly
due to favorable gross profit from higher revenue while holding expenses fairly flat. Operating margins increased
1 percentage point from 2012 compared to 2011, mainly due to favorable gross profit from higher revenue while
holding expenses flat.
Income from Operations
Income from operations in 2013 increased by $17 million or 5 percent on a revenue increase of $35
million, a 49 percent year-over-year operating margin incremental. Income from operations in 2012 increased by
$25 million or 8 percent compared to 2011 on a revenue increase of $41 million, or 60 percent year-over-year
operating margin incremental.
Electronic Measurement
Our electronic measurement business provides electronic measurement instruments and systems, software
design tools and related services that are used in the design, development, manufacture, installation, deployment
and operation of electronics equipment, and microscopy products. Related services include start-up assistance,
instrument productivity and application services and instrument calibration and repair. We also offer
customization, consulting and optimization services throughout the customer's product lifecycle.
Orders and Net Revenue
Years Ended October 31,
2013
2012
2011
2013 over 2012
Change
2012 over 2011
Change
Orders
Net revenue from products
Net revenue from services and other
Total net revenue
$
$
$
2,866
2,434
454
2,888
(in millions)
3,280
$
2,862
$
453
3,315
$
$
$
$
3,305
2,875
441
3,316
(13)%
(15)%
—
(13)%
(1)%
—
3%
—
Electronic measurement orders declined 13 percent in 2013 compared to 2012. Foreign currency
movements had an unfavorable impact of 2 percentage points on the year-over-year compare. Orders were lower
for all market segments, including aerospace and defense; industrial, computer, and semiconductor test; and
communications test, which decreased year-over-year primarily due to lower wireless manufacturing demand
relating to the loss of business from a large customer with whom we could not agree on contractual terms. On a
geographic basis, orders declined 20 percent in the Americas, 12 percent in Japan, 7 percent in Asia Pacific
excluding Japan, and 4 percent in Europe. The decline in orders in the Americas was driven by weak
communications test and soft aerospace and defense demand. Japan orders were lower due to the unfavorable
impact of currency movements, improving by 1 percent year-over-year in local currency. Electronic
measurement orders declined 1 percent in 2012 compared to 2011; weak industrial and slightly lower aerospace
and defense orders were mostly offset by growth in computer and semiconductor and communications test
business.
Electronic measurement revenue declined 13 percent in 2013 compared to 2012 primarily on lower
wireless manufacturing and industrial, computer and semiconductor test demand. The unfavorable impact of
foreign currency movements contributed to 2 percentage points of the year-over-year decline. Revenue from the
Americas decreased 19 percent on significantly lower wireless manufacturing demand and soft general purpose
test business. Japan revenue was 14 percent lower year-over-year but declined only 3 percent in local currency.
Asia Pacific excluding Japan decreased 7 percent, and Europe declined 6 percent when compared to last year.
Revenue from products was 15 percent lower compared to 2012 while service related revenue was flat.
Electronic measurement revenue was flat in 2012 compared to 2011 on flat demand in both general purpose and
communications test. Within communications test, strong wireless manufacturing test revenue was offset by
lower wireless R&D and broadband communications test business.
General purpose test revenue, representing approximately 66 percent of electronic measurement business,
declined year-over-year on weak industrial, computer, and semiconductor test demand. Our aerospace and
defense business was flat year-over-year on lower demand in the Americas offset by stronger spending in
Europe. Semiconductor test revenue declined on moderating investments in new process technology and weak
manufacturing demand. The shift from personal computers to lower priced, more highly integrated tablets has
resulted in a reduction in test equipment demand. Uncertain global economic conditions contributed to lower
industrial test business. In 2012, general purpose test represented approximately 63 percent of electronic
measurement revenue with slight growth in computers and semiconductor business, flat industrial test demand,
and a slight decline in aerospace and defense compared to 2011.
Communications test revenue, representing approximately 34 percent of total electronic measurement,
declined year-over-year primarily due to significantly lower wireless manufacturing demand driven by the loss of
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business from a large customer with whom we could not agree on contractual terms. Wireless R&D spending
remained soft reflecting a cautious spending environment though long-term industry fundamentals remain intact,
with continued interest in high data rate applications such as long-term evolution (LTE). In 2012,
communications test represented approximately 37 percent of total electronic measurement revenue; strong
wireless manufacturing test demand was offset by lower wireless R&D and broadband communications business.
The outlook across market segments remains mixed. There continues to be downward pressure on
aerospace and defense demand with near-term uncertainty relating to the budget for the United States. We
expect to see improvement in semiconductor test considering the order strength in the last quarter of fiscal year
2013. Communications test is expected to improve in the near term on investment in wireless R&D for next
generation formats and more stable wireless manufacturing demand. Longer term growth drivers such as
mobility and transformational initiatives, including modular and hand-held instrumentation, support our ongoing
investments.
Gross Margin and Operating Margin
The following table shows the electronic measurement business's margins, expenses and income from
operations for 2013 versus 2012 and 2012 versus 2011.
Total gross margin
Operating margin
Years Ended October 31,
2013
56.9%
18.9%
2012
56.9%
22.7%
2011
58.4%
22.9%
2013 over 2012
Change
—
(4) ppts
2012 over 2011
Change
(2) ppts
—
(in millions)
Research and development
Selling, general and administrative
Income from operations
$
$
$
365
733
544
$
$
$
375
761
751
$
$
$
379
798
760
(3)%
(4)%
(28)%
(1)%
(5)%
(1)%
Gross margins were flat in 2013 compared to 2012 on lower revenue. On a volume-adjusted basis, gross
margins were higher year-over-year primarily due to the lower proportion of wireless manufacturing business. A
decline in variable and incentive pay and reduced infrastructure spending were offset by higher inventory
charges and wage increases. In 2012, gross margins declined 2 percentage points compared to 2011 on flat
revenue primarily driven by the unfavorable impact of a higher proportion of lower gross margin wireless
manufacturing business.
Research and development expenses declined 3 percent in 2013 compared to 2012. Reductions in
development spending, variable and incentive pay, and infrastructure related expenses, and the favorable impact
of currency movements were partially offset by investments in acquisitions and wage increases. Research and
development expenses declined 1 percent in 2012 compared to 2011 on lower variable and incentive pay and
infrastructure costs partially offset by incremental spending on acquisitions and wage increases.
Selling, general and administrative expenses decreased 4 percent in 2013 compared to 2012. Reductions
in discretionary spending, lower variable and incentive pay, and the favorable impact of currency movements
were partially offset by wage increases. Selling, general and administrative expenses decreased 5 percent in
2012 compared to 2011 on lower variable and incentive pay, infrastructure costs and commissions partially offset
by wage increases.
Operating margins declined by 4 percentage points in 2013 compared to 2012 on lower revenue partially
offset by reduced operating expenses. Operating margins were approximately the same in 2012 compared to
2011 on flat revenue with the net impact of lower gross margins mostly offset by reductions in operating
expenses.
18
Income from Operations
Income from operations in 2013 declined by $207 million or 28 percent compared to 2012 on a revenue
decrease of $427 million, a 48 percent year-over-year operating margin decrement, reflecting the net impact of
lower revenue partially offset by expense reductions. Income from operations in 2012 decreased by $9 million
or 1 percent compared to 2011 on flat revenue, with the impact of lower gross margins mostly offset by
reductions in expenses.
Financial Condition
Liquidity and Capital Resources
Our financial position as of October 31, 2013 consisted of cash and cash equivalents of $2,675 million as
compared to $2,351 million as of October 31, 2012.
As of October 31, 2013, approximately $2,552 million of our cash and cash equivalents is held outside of
the U.S. in our foreign subsidiaries. Most of the amounts held outside of the U.S. could be repatriated to the U.S.
but, under current law, would be subject to U.S. federal and state income taxes, less applicable foreign tax
credits. Agilent has accrued for U.S. federal and state tax liabilities on the earnings of its foreign subsidiaries
except when the earnings are considered indefinitely reinvested outside of the U.S. Repatriation could result in
additional material U.S. federal and state income tax payments in future years. We utilize a variety of funding
strategies in an effort to ensure that our worldwide cash is available in the locations in which it is needed.
On June 21, 2012, we completed the acquisition of Dako A/S through the acquisition of 100% of the share
capital of Dako A/S, a limited liability company incorporated under the laws of Denmark (“Dako”), under the
share purchase agreement, dated May 16, 2012. As a result of the acquisition, Dako has become a wholly-owned
subsidiary of Agilent. The consideration paid was approximately $2,143 million, $1,400 million was paid
directly to the seller and $743 million was paid to satisfy the outstanding debt of Dako. Agilent funded the
acquisition using existing cash. The acquisition has been accounted for in accordance with the authoritative
accounting guidance and the results of Dako are included in Agilent's consolidated financial statements from the
date of acquisition.
We believe our cash and cash equivalents, cash generated from operations, and ability to access capital
markets and credit lines will satisfy, for the foreseeable future, our liquidity requirements, both globally and
domestically, including the following: working capital needs, capital expenditures, business acquisitions, stock
repurchases, cash dividends, contractual obligations, commitments, principal and interest payments on debt, and
other liquidity requirements associated with our operations.
Net Cash Provided by Operating Activities
Net cash provided by operating activities was $1,152 million in 2013 as compared to $1,228 million
provided in 2012 and $1,260 million provided in 2011. We received $65 million in interest rate swap proceeds
and $61 million in respect of a tax sharing settlement with Hewlett Packard Company during the year ended
October 31, 2011. We paid approximately net taxes of $110 million in 2013, as compared to net $86 million in
taxes in 2012 and net $22 million in 2011.
In 2013, accounts receivable provided cash of $14 million, provided cash of $19 million in 2012 and
provided cash of $11 million in 2011. Days' sales outstanding were 47 days in 2013, 47 days in 2012 and 45 days
in 2011. Accounts payable used cash of $27 million in 2013, used cash of $31 million in 2012 and used cash of
$35 million in 2011. Cash used in inventory was $100 million in 2013, $52 million in 2012 and $208 million in
2011. Inventory days on-hand increased to 118 days in 2013 compared to 108 days in 2012 and 100 days in
2011. The increase in days on-hand was due to the reduced shipment volume within our electronic measurement
business.
We contributed $30 million, $30 million and $33 million to our U.S. defined benefit plans in 2013, 2012
and 2011, respectively. We contributed $89 million, $54 million and $59 million to our non-U.S. defined benefit
plans in 2013, 2012 and 2011, respectively. We contributed $1 million to our U.S. post-retirement benefit plans
business from a large customer with whom we could not agree on contractual terms. Wireless R&D spending
remained soft reflecting a cautious spending environment though long-term industry fundamentals remain intact,
with continued interest in high data rate applications such as long-term evolution (LTE). In 2012,
communications test represented approximately 37 percent of total electronic measurement revenue; strong
wireless manufacturing test demand was offset by lower wireless R&D and broadband communications business.
The outlook across market segments remains mixed. There continues to be downward pressure on
aerospace and defense demand with near-term uncertainty relating to the budget for the United States. We
expect to see improvement in semiconductor test considering the order strength in the last quarter of fiscal year
2013. Communications test is expected to improve in the near term on investment in wireless R&D for next
generation formats and more stable wireless manufacturing demand. Longer term growth drivers such as
mobility and transformational initiatives, including modular and hand-held instrumentation, support our ongoing
investments.
Gross Margin and Operating Margin
The following table shows the electronic measurement business's margins, expenses and income from
operations for 2013 versus 2012 and 2012 versus 2011.
Change
(2) ppts
—
(1)%
(5)%
(1)%
Total gross margin
Operating margin
(in millions)
Years Ended October 31,
2013 over 2012
2012 over 2011
2013
2012
2011
56.9%
18.9%
56.9%
22.7%
58.4%
22.9%
Change
—
(4) ppts
Research and development
Selling, general and administrative
Income from operations
$
$
$
365
733
544
$
$
$
375
761
751
$
$
$
379
798
760
(3)%
(4)%
(28)%
Gross margins were flat in 2013 compared to 2012 on lower revenue. On a volume-adjusted basis, gross
margins were higher year-over-year primarily due to the lower proportion of wireless manufacturing business. A
decline in variable and incentive pay and reduced infrastructure spending were offset by higher inventory
charges and wage increases. In 2012, gross margins declined 2 percentage points compared to 2011 on flat
revenue primarily driven by the unfavorable impact of a higher proportion of lower gross margin wireless
manufacturing business.
Research and development expenses declined 3 percent in 2013 compared to 2012. Reductions in
development spending, variable and incentive pay, and infrastructure related expenses, and the favorable impact
of currency movements were partially offset by investments in acquisitions and wage increases. Research and
development expenses declined 1 percent in 2012 compared to 2011 on lower variable and incentive pay and
infrastructure costs partially offset by incremental spending on acquisitions and wage increases.
Selling, general and administrative expenses decreased 4 percent in 2013 compared to 2012. Reductions
in discretionary spending, lower variable and incentive pay, and the favorable impact of currency movements
were partially offset by wage increases. Selling, general and administrative expenses decreased 5 percent in
2012 compared to 2011 on lower variable and incentive pay, infrastructure costs and commissions partially offset
by wage increases.
expenses.
Operating margins declined by 4 percentage points in 2013 compared to 2012 on lower revenue partially
offset by reduced operating expenses. Operating margins were approximately the same in 2012 compared to
2011 on flat revenue with the net impact of lower gross margins mostly offset by reductions in operating
Income from Operations
Income from operations in 2013 declined by $207 million or 28 percent compared to 2012 on a revenue
decrease of $427 million, a 48 percent year-over-year operating margin decrement, reflecting the net impact of
lower revenue partially offset by expense reductions. Income from operations in 2012 decreased by $9 million
or 1 percent compared to 2011 on flat revenue, with the impact of lower gross margins mostly offset by
reductions in expenses.
Financial Condition
Liquidity and Capital Resources
Our financial position as of October 31, 2013 consisted of cash and cash equivalents of $2,675 million as
compared to $2,351 million as of October 31, 2012.
As of October 31, 2013, approximately $2,552 million of our cash and cash equivalents is held outside of
the U.S. in our foreign subsidiaries. Most of the amounts held outside of the U.S. could be repatriated to the U.S.
but, under current law, would be subject to U.S. federal and state income taxes, less applicable foreign tax
credits. Agilent has accrued for U.S. federal and state tax liabilities on the earnings of its foreign subsidiaries
except when the earnings are considered indefinitely reinvested outside of the U.S. Repatriation could result in
additional material U.S. federal and state income tax payments in future years. We utilize a variety of funding
strategies in an effort to ensure that our worldwide cash is available in the locations in which it is needed.
On June 21, 2012, we completed the acquisition of Dako A/S through the acquisition of 100% of the share
capital of Dako A/S, a limited liability company incorporated under the laws of Denmark (“Dako”), under the
share purchase agreement, dated May 16, 2012. As a result of the acquisition, Dako has become a wholly-owned
subsidiary of Agilent. The consideration paid was approximately $2,143 million, $1,400 million was paid
directly to the seller and $743 million was paid to satisfy the outstanding debt of Dako. Agilent funded the
acquisition using existing cash. The acquisition has been accounted for in accordance with the authoritative
accounting guidance and the results of Dako are included in Agilent's consolidated financial statements from the
date of acquisition.
We believe our cash and cash equivalents, cash generated from operations, and ability to access capital
markets and credit lines will satisfy, for the foreseeable future, our liquidity requirements, both globally and
domestically, including the following: working capital needs, capital expenditures, business acquisitions, stock
repurchases, cash dividends, contractual obligations, commitments, principal and interest payments on debt, and
other liquidity requirements associated with our operations.
Net Cash Provided by Operating Activities
Net cash provided by operating activities was $1,152 million in 2013 as compared to $1,228 million
provided in 2012 and $1,260 million provided in 2011. We received $65 million in interest rate swap proceeds
and $61 million in respect of a tax sharing settlement with Hewlett Packard Company during the year ended
October 31, 2011. We paid approximately net taxes of $110 million in 2013, as compared to net $86 million in
taxes in 2012 and net $22 million in 2011.
In 2013, accounts receivable provided cash of $14 million, provided cash of $19 million in 2012 and
provided cash of $11 million in 2011. Days' sales outstanding were 47 days in 2013, 47 days in 2012 and 45 days
in 2011. Accounts payable used cash of $27 million in 2013, used cash of $31 million in 2012 and used cash of
$35 million in 2011. Cash used in inventory was $100 million in 2013, $52 million in 2012 and $208 million in
2011. Inventory days on-hand increased to 118 days in 2013 compared to 108 days in 2012 and 100 days in
2011. The increase in days on-hand was due to the reduced shipment volume within our electronic measurement
business.
We contributed $30 million, $30 million and $33 million to our U.S. defined benefit plans in 2013, 2012
and 2011, respectively. We contributed $89 million, $54 million and $59 million to our non-U.S. defined benefit
plans in 2013, 2012 and 2011, respectively. We contributed $1 million to our U.S. post-retirement benefit plans
18
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in 2013 and did not contribute to our U.S. post-retirement benefit plans in 2012 or 2011. Our non-U.S. defined
benefit plans are generally funded ratably throughout the year. Total contributions in 2013 were $120 million or
43 percent more than 2012. Total contributions in 2012 were $84 million or 9 percent less than 2011. Our annual
contributions are highly dependent on the relative performance of our assets versus our projected liabilities,
among other factors. We expect to contribute approximately $101 million to our U.S. and non-U.S. defined
benefit plans and $2 million to our U.S. post-retirement benefit plans during 2014.
Net Cash Provided by/Used in Investing Activities
Net cash used in investing activities in 2013 was $248 million as compared to net cash used of
$2,366 million in 2012 primarily due to the acquisition of Dako. In 2011, net cash provided by investing
activities was $1,294 million.
Investments in property, plant and equipment were $195 million in 2013, $194 million in 2012 and $188
million in 2011. Proceeds from sale of property, plant and equipment were $2 million in 2013, zero in 2012 and
$18 million in 2011. In 2013, we invested $21 million in acquisitions of businesses and intangible assets
compared to $2,257 million in 2012 and $98 million in 2011. Proceeds from the sale of investment securities in
2013 were $12 million, $5 million in 2012 and $16 million in 2011. The amounts of and changes in restricted
cash were not material for the fiscal year ended 2012. In 2011 restricted cash decreased $1,545 million mostly
due to the reclassification of restricted cash to cash and cash equivalents following the settlement of the World
Trade repurchase obligation.
Net Cash Provided by/Used in Financing Activities
Net cash used in financing activities in 2013 was $554 million compared to $37 million in 2012 and
$1,693 million in 2011, respectively.
Treasury stock repurchases
On November 19, 2009 our board of directors approved a share-repurchase program to reduce or eliminate
dilution of basic outstanding shares in connection with issuances of stock under the company's equity incentive
plans (the "2009 repurchase program"). The 2009 repurchase program did not require the company to acquire a
specific number of shares and could be suspended or discontinued at any time. There was no fixed termination
date for the 2009 repurchase program.
On January 16, 2013, our board of directors terminated the 2009 repurchase program and approved a new
share-repurchase program (the "2013 repurchase program"). The 2013 repurchase program authorized the use of
up to $500 million to repurchase shares of the company's common stock in open market transactions, inclusive of
any amounts repurchased since November 1, 2012. On May 14, 2013 we announced that our board of directors
authorized an increase of $500 million to the 2013 repurchase program bringing the cumulative authorization to
$1 billion. Unless terminated earlier by the board of directors, the 2013 repurchase program is designed to cover
purchases until the end of the calendar year and any unused portion may be used in the calendar year 2014. The
2013 repurchase program does not require the company to acquire a specific number of shares and may be
suspended or discontinued at any time. As of October 31, 2013, the remaining amount to be repurchased under
the 2013 program is $100 million. We repurchased the remaining $100 million worth of shares under the 2013
repurchase program in November 2013.
For the year ended October 31, 2013, we repurchased 20 million shares for $900 million. All such shares
and related costs are held as treasury stock and accounted for using the cost method. For the year ended
October 31, 2012 we repurchased approximately 5 million shares for $172 million. For the year ended
October 31, 2011 we repurchased 12 million shares for $497 million.
On November 22, 2013 we announced that our board of directors has authorized a new share repurchase
program effective upon the conclusion of the company's existing $1 billion repurchase program. The new
program is designed to reduce or eliminate dilution resulting from issuance of stock under the company's
employee equity incentive programs to maintain a weighted average share count of approximately 335 million
diluted shares.
20
Credit Facility
October 31, 2013.
the facility.
Short-term debt
Long-term debt
Dividends
During the year ended October 31, 2013, cash dividends of $0.46 per share, or $156 million were declared
and paid on the company's outstanding common stock. During the year ended October 31, 2012, cash dividends
of $0.30 per share, or $104 million were declared and paid on the company's outstanding common stock. The
timing and amounts of any future dividends are subject to determination and approval by our board of directors.
On November 22, 2013 we announced that our board of directors has authorized a 10 percent increase in
the quarterly dividend to $0.132 per share. The dividend was declared on November 22, 2013 and will be paid on
January 22, 2014 to all stockholders of record as of close of business on December 31, 2013.
On October 20, 2011, we entered into a five-year credit agreement, which provides for a $400 million
unsecured credit facility that will expire on October 20, 2016. The company may use amounts borrowed under
the facility for general corporate purposes. As of October 31, 2013 the company has no borrowings outstanding
under the facility. We were in compliance with the covenants for the credit facilities during the year ended
As a result of the Dako acquisition, we have a credit facility in Danish Krone equivalent of $9 million
with a Danish financial institution. As of October 31, 2013 the company had no borrowings outstanding under
On July 13, 2010, the company issued an aggregate principal amount of $250 million in senior notes
("2013 senior notes"). The 2013 senior notes matured on July 15, 2013 and were paid in full.
On September 9, 2009, the company issued an aggregate principal amount of $250 million in senior notes
("2012 senior notes"). The 2012 senior notes matured on September 14, 2012 and were paid in full.
In September 2009, the company issued an aggregate principal amount of $500 million in senior notes
("2015 senior notes"). The 2015 senior notes were issued at 99.69% of their principal amount. The notes will
mature on September 14, 2015, and bear interest at a fixed rate of 5.50% per annum. The interest is payable
semi-annually on March 14th and September 14th of each year, payments commenced on March 14, 2010.
On June 6, 2011, we terminated our interest rate swap contracts related to our 2015 senior notes that
represented the notional amount of $500 million. The asset value, including interest receivable, upon termination
for these contracts was approximately $31 million and the amount to be amortized at October 31, 2013 was $12
million. The gain is being deferred and amortized to interest expense over the remaining life of the 2015 senior
notes.
In October 2007, the company issued an aggregate principal amount of $600 million in senior notes
("2017 senior notes"). The 2017 senior notes were issued at 99.60% of their principal amount. The notes will
mature on November 1, 2017, and bear interest at a fixed rate of 6.50% per annum. The interest is payable semi-
annually on May 1st and November 1st of each year and payments commenced on May 1, 2008.
On November 25, 2008, we terminated two interest rate swap contracts associated with our 2017 senior
notes that represented the notional amount of $400 million. The asset value, including interest receivable, upon
termination was approximately $43 million and the amount to be amortized at October 31, 2013 was $22 million.
The gain is being deferred and amortized to interest expense over the remaining life of the 2017 senior notes.
In July 2010, the company issued an aggregate principal amount of $500 million in senior notes ("2020
senior notes"). The 2020 senior notes were issued at 99.54% of their principal amount. The notes will mature on
July 15, 2020, and bear interest at a fixed rate of 5.00% per annum. The interest is payable semi-annually on
in 2013 and did not contribute to our U.S. post-retirement benefit plans in 2012 or 2011. Our non-U.S. defined
benefit plans are generally funded ratably throughout the year. Total contributions in 2013 were $120 million or
43 percent more than 2012. Total contributions in 2012 were $84 million or 9 percent less than 2011. Our annual
contributions are highly dependent on the relative performance of our assets versus our projected liabilities,
among other factors. We expect to contribute approximately $101 million to our U.S. and non-U.S. defined
benefit plans and $2 million to our U.S. post-retirement benefit plans during 2014.
Net Cash Provided by/Used in Investing Activities
Net cash used in investing activities in 2013 was $248 million as compared to net cash used of
$2,366 million in 2012 primarily due to the acquisition of Dako. In 2011, net cash provided by investing
activities was $1,294 million.
Investments in property, plant and equipment were $195 million in 2013, $194 million in 2012 and $188
million in 2011. Proceeds from sale of property, plant and equipment were $2 million in 2013, zero in 2012 and
$18 million in 2011. In 2013, we invested $21 million in acquisitions of businesses and intangible assets
compared to $2,257 million in 2012 and $98 million in 2011. Proceeds from the sale of investment securities in
2013 were $12 million, $5 million in 2012 and $16 million in 2011. The amounts of and changes in restricted
cash were not material for the fiscal year ended 2012. In 2011 restricted cash decreased $1,545 million mostly
due to the reclassification of restricted cash to cash and cash equivalents following the settlement of the World
Trade repurchase obligation.
Net Cash Provided by/Used in Financing Activities
Net cash used in financing activities in 2013 was $554 million compared to $37 million in 2012 and
$1,693 million in 2011, respectively.
Treasury stock repurchases
On November 19, 2009 our board of directors approved a share-repurchase program to reduce or eliminate
dilution of basic outstanding shares in connection with issuances of stock under the company's equity incentive
plans (the "2009 repurchase program"). The 2009 repurchase program did not require the company to acquire a
specific number of shares and could be suspended or discontinued at any time. There was no fixed termination
date for the 2009 repurchase program.
On January 16, 2013, our board of directors terminated the 2009 repurchase program and approved a new
share-repurchase program (the "2013 repurchase program"). The 2013 repurchase program authorized the use of
up to $500 million to repurchase shares of the company's common stock in open market transactions, inclusive of
any amounts repurchased since November 1, 2012. On May 14, 2013 we announced that our board of directors
authorized an increase of $500 million to the 2013 repurchase program bringing the cumulative authorization to
$1 billion. Unless terminated earlier by the board of directors, the 2013 repurchase program is designed to cover
purchases until the end of the calendar year and any unused portion may be used in the calendar year 2014. The
2013 repurchase program does not require the company to acquire a specific number of shares and may be
suspended or discontinued at any time. As of October 31, 2013, the remaining amount to be repurchased under
the 2013 program is $100 million. We repurchased the remaining $100 million worth of shares under the 2013
repurchase program in November 2013.
For the year ended October 31, 2013, we repurchased 20 million shares for $900 million. All such shares
and related costs are held as treasury stock and accounted for using the cost method. For the year ended
October 31, 2012 we repurchased approximately 5 million shares for $172 million. For the year ended
October 31, 2011 we repurchased 12 million shares for $497 million.
On November 22, 2013 we announced that our board of directors has authorized a new share repurchase
program effective upon the conclusion of the company's existing $1 billion repurchase program. The new
program is designed to reduce or eliminate dilution resulting from issuance of stock under the company's
employee equity incentive programs to maintain a weighted average share count of approximately 335 million
diluted shares.
Dividends
During the year ended October 31, 2013, cash dividends of $0.46 per share, or $156 million were declared
and paid on the company's outstanding common stock. During the year ended October 31, 2012, cash dividends
of $0.30 per share, or $104 million were declared and paid on the company's outstanding common stock. The
timing and amounts of any future dividends are subject to determination and approval by our board of directors.
On November 22, 2013 we announced that our board of directors has authorized a 10 percent increase in
the quarterly dividend to $0.132 per share. The dividend was declared on November 22, 2013 and will be paid on
January 22, 2014 to all stockholders of record as of close of business on December 31, 2013.
Credit Facility
On October 20, 2011, we entered into a five-year credit agreement, which provides for a $400 million
unsecured credit facility that will expire on October 20, 2016. The company may use amounts borrowed under
the facility for general corporate purposes. As of October 31, 2013 the company has no borrowings outstanding
under the facility. We were in compliance with the covenants for the credit facilities during the year ended
October 31, 2013.
As a result of the Dako acquisition, we have a credit facility in Danish Krone equivalent of $9 million
with a Danish financial institution. As of October 31, 2013 the company had no borrowings outstanding under
the facility.
Short-term debt
On July 13, 2010, the company issued an aggregate principal amount of $250 million in senior notes
("2013 senior notes"). The 2013 senior notes matured on July 15, 2013 and were paid in full.
On September 9, 2009, the company issued an aggregate principal amount of $250 million in senior notes
("2012 senior notes"). The 2012 senior notes matured on September 14, 2012 and were paid in full.
Long-term debt
In September 2009, the company issued an aggregate principal amount of $500 million in senior notes
("2015 senior notes"). The 2015 senior notes were issued at 99.69% of their principal amount. The notes will
mature on September 14, 2015, and bear interest at a fixed rate of 5.50% per annum. The interest is payable
semi-annually on March 14th and September 14th of each year, payments commenced on March 14, 2010.
On June 6, 2011, we terminated our interest rate swap contracts related to our 2015 senior notes that
represented the notional amount of $500 million. The asset value, including interest receivable, upon termination
for these contracts was approximately $31 million and the amount to be amortized at October 31, 2013 was $12
million. The gain is being deferred and amortized to interest expense over the remaining life of the 2015 senior
notes.
In October 2007, the company issued an aggregate principal amount of $600 million in senior notes
("2017 senior notes"). The 2017 senior notes were issued at 99.60% of their principal amount. The notes will
mature on November 1, 2017, and bear interest at a fixed rate of 6.50% per annum. The interest is payable semi-
annually on May 1st and November 1st of each year and payments commenced on May 1, 2008.
On November 25, 2008, we terminated two interest rate swap contracts associated with our 2017 senior
notes that represented the notional amount of $400 million. The asset value, including interest receivable, upon
termination was approximately $43 million and the amount to be amortized at October 31, 2013 was $22 million.
The gain is being deferred and amortized to interest expense over the remaining life of the 2017 senior notes.
In July 2010, the company issued an aggregate principal amount of $500 million in senior notes ("2020
senior notes"). The 2020 senior notes were issued at 99.54% of their principal amount. The notes will mature on
July 15, 2020, and bear interest at a fixed rate of 5.00% per annum. The interest is payable semi-annually on
20
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January 15th and July 15th of each year, payments commenced on January 15, 2011.
On August 9, 2011, we terminated our interest rate swap contracts related to our 2020 senior notes that
represented the notional amount of $500 million. The asset value, including interest receivable, upon termination
for these contracts was approximately $34 million and the amount to be amortized at October 31, 2012 was $26
million. The gain is being deferred and amortized to interest expense over the remaining life of the 2020 senior
notes.
In September 2012, the company issued an aggregate principal amount of $400 million in senior notes
("2022 senior notes"). The senior notes were issued at 99.80% of their principal amount. The notes will mature
on October 1, 2022, and bear interest at a fixed rate of 3.20% per annum. The interest is payable semi-annually
on April 1st and October 1st of each year, payments commenced on April 1, 2013. We used part of the proceeds
from the issuance of the 2022 senior notes to pay the 2012 senior notes.
In June 2013, the company issued aggregate principal amount of $600 million in senior notes ("2023
senior notes"). The 2023 senior notes were issued at 99.544% of their principal amount. The notes will mature on
July 15, 2023 and bear interest at a fixed rate of 3.875% per annum. Interest is payable semi annually on January
15th and July 15th of each year and payments will commence January 15, 2014.
All notes issued are unsecured and rank equally in right of payment with all of Agilent's other senior
unsecured indebtedness. The company incurred issuance costs of $5 million each in connection with the 2017
and 2023 senior notes and incurred $3 million each in connection with the 2015, 2020 and 2022 senior notes.
These costs were capitalized in other assets on the consolidated balance sheet and the costs are being amortized
to interest expense over the term of the senior notes.
As of October 31, 2013, and as a result of the Dako acquisition, we have a mortgage debt, secured on
buildings in Denmark, in Danish Krone equivalent of $46 million aggregate principal outstanding with a Danish
financial institution. The loan has a variable interest rate based on 3 months Copenhagen Interbank Rate
("Cibor") and will mature on September 30, 2027. Interest payments are made in March, June, September and
December of each year.
Off Balance Sheet Arrangements and Other
We have contractual commitments for non-cancelable operating leases. See Note 17 "Commitments and
Contingencies", to our consolidated financial statements for further information on our non-cancelable operating
leases.
Our liquidity is affected by many factors, some of which are based on normal ongoing operations of our
business and some of which arise from fluctuations related to global economics and markets. Our cash balances
are generated and held in many locations throughout the world. Local government regulations may restrict our
ability to move cash balances to meet cash needs under certain circumstances. We do not currently expect such
regulations and restrictions to impact our ability to pay vendors and conduct operations throughout our global
organization.
Contractual Commitments
Our cash flows from operations are dependent on a number of factors, including fluctuations in our
operating results, accounts receivable collections, inventory management, and the timing of tax and other
payments. As a result, the impact of contractual obligations on our liquidity and capital resources in future
periods should be analyzed in conjunction with such factors.
22
The following table summarizes our total contractual obligations at October 31, 2013 for operations and
excludes amounts recorded in our consolidated balance sheet (in millions):
Less than one
year
One to three years
Three to five years
More than five years
Operating leases
Commitments to contract
manufacturers and suppliers
Other purchase commitments
Retirement plans
Total
$
$
56
$
727
70
103
956
$
78
21
—
—
99
$
$
33
$
—
—
—
33
$
6
—
—
—
6
Operating leases. Commitments under operating leases relate primarily to leasehold property, see
Note 17, "Commitments and Contingencies".
Commitments to contract manufacturers and suppliers. We purchase components from a variety of
suppliers and use several contract manufacturers to provide manufacturing services for our products. During the
normal course of business, we issue purchase orders with estimates of our requirements several months ahead of
the delivery dates. However, our agreements with these suppliers usually provide us the option to cancel,
reschedule, and adjust our requirements based on our business needs prior to firm orders being placed. Typically
purchase orders outstanding with delivery dates within 30 days are non-cancelable. Therefore, only
approximately 55 percent of our reported purchase commitments arising from these agreements are firm, non-
cancelable, and unconditional commitments. We expect to fulfill most of our purchase commitments for
inventory within one year.
In addition to the above mentioned commitments to contract manufacturers and suppliers, we record a
liability for firm, non-cancelable and unconditional purchase commitments for quantities in excess of our future
demand forecasts consistent with our policy relating to excess inventory. As of October 31, 2013, the liability for
our firm, non-cancelable and unconditional purchase commitments was $5 million, compared to $5 million as of
October 31, 2012 and 2011. These amounts are included in other accrued liabilities in our consolidated balance
sheet.
Other purchase commitments. We have categorized "other purchase commitments" related to contracts
with professional services suppliers. Typically we can cancel these contracts within 90 days without penalties.
For those contracts that are not cancelable within 90 days without penalties, we are disclosing the amounts we
are obligated to pay to a supplier under each contract in that period before such contract can be cancelled. Our
contractual obligations with these suppliers under "other purchase commitments" were approximately $70
million within the next year.
Retirement Plans. Commitments under the retirement plans relate to expected contributions to be made
to our U.S. and non-U.S. defined benefit plans and to our post-retirement medical plans for the next year only.
Contributions after next year are impractical to estimate.
We had no material off-balance sheet arrangements as of October 31, 2013 or October 31, 2012.
January 15th and July 15th of each year, payments commenced on January 15, 2011.
On August 9, 2011, we terminated our interest rate swap contracts related to our 2020 senior notes that
represented the notional amount of $500 million. The asset value, including interest receivable, upon termination
for these contracts was approximately $34 million and the amount to be amortized at October 31, 2012 was $26
million. The gain is being deferred and amortized to interest expense over the remaining life of the 2020 senior
notes.
In September 2012, the company issued an aggregate principal amount of $400 million in senior notes
("2022 senior notes"). The senior notes were issued at 99.80% of their principal amount. The notes will mature
on October 1, 2022, and bear interest at a fixed rate of 3.20% per annum. The interest is payable semi-annually
on April 1st and October 1st of each year, payments commenced on April 1, 2013. We used part of the proceeds
from the issuance of the 2022 senior notes to pay the 2012 senior notes.
In June 2013, the company issued aggregate principal amount of $600 million in senior notes ("2023
senior notes"). The 2023 senior notes were issued at 99.544% of their principal amount. The notes will mature on
July 15, 2023 and bear interest at a fixed rate of 3.875% per annum. Interest is payable semi annually on January
15th and July 15th of each year and payments will commence January 15, 2014.
All notes issued are unsecured and rank equally in right of payment with all of Agilent's other senior
unsecured indebtedness. The company incurred issuance costs of $5 million each in connection with the 2017
and 2023 senior notes and incurred $3 million each in connection with the 2015, 2020 and 2022 senior notes.
These costs were capitalized in other assets on the consolidated balance sheet and the costs are being amortized
to interest expense over the term of the senior notes.
As of October 31, 2013, and as a result of the Dako acquisition, we have a mortgage debt, secured on
buildings in Denmark, in Danish Krone equivalent of $46 million aggregate principal outstanding with a Danish
financial institution. The loan has a variable interest rate based on 3 months Copenhagen Interbank Rate
("Cibor") and will mature on September 30, 2027. Interest payments are made in March, June, September and
December of each year.
Off Balance Sheet Arrangements and Other
We have contractual commitments for non-cancelable operating leases. See Note 17 "Commitments and
Contingencies", to our consolidated financial statements for further information on our non-cancelable operating
leases.
Our liquidity is affected by many factors, some of which are based on normal ongoing operations of our
business and some of which arise from fluctuations related to global economics and markets. Our cash balances
are generated and held in many locations throughout the world. Local government regulations may restrict our
ability to move cash balances to meet cash needs under certain circumstances. We do not currently expect such
regulations and restrictions to impact our ability to pay vendors and conduct operations throughout our global
organization.
Contractual Commitments
Our cash flows from operations are dependent on a number of factors, including fluctuations in our
operating results, accounts receivable collections, inventory management, and the timing of tax and other
payments. As a result, the impact of contractual obligations on our liquidity and capital resources in future
periods should be analyzed in conjunction with such factors.
The following table summarizes our total contractual obligations at October 31, 2013 for operations and
excludes amounts recorded in our consolidated balance sheet (in millions):
Operating leases
Commitments to contract
manufacturers and suppliers
Other purchase commitments
Retirement plans
Total
$
$
Less than one
year
56
727
70
103
956
One to three years
78
$
Three to five years
33
$
More than five years
6
$
21
—
—
99
$
—
—
—
33
$
—
—
—
6
$
Operating leases. Commitments under operating leases relate primarily to leasehold property, see
Note 17, "Commitments and Contingencies".
Commitments to contract manufacturers and suppliers. We purchase components from a variety of
suppliers and use several contract manufacturers to provide manufacturing services for our products. During the
normal course of business, we issue purchase orders with estimates of our requirements several months ahead of
the delivery dates. However, our agreements with these suppliers usually provide us the option to cancel,
reschedule, and adjust our requirements based on our business needs prior to firm orders being placed. Typically
purchase orders outstanding with delivery dates within 30 days are non-cancelable. Therefore, only
approximately 55 percent of our reported purchase commitments arising from these agreements are firm, non-
cancelable, and unconditional commitments. We expect to fulfill most of our purchase commitments for
inventory within one year.
In addition to the above mentioned commitments to contract manufacturers and suppliers, we record a
liability for firm, non-cancelable and unconditional purchase commitments for quantities in excess of our future
demand forecasts consistent with our policy relating to excess inventory. As of October 31, 2013, the liability for
our firm, non-cancelable and unconditional purchase commitments was $5 million, compared to $5 million as of
October 31, 2012 and 2011. These amounts are included in other accrued liabilities in our consolidated balance
sheet.
Other purchase commitments. We have categorized "other purchase commitments" related to contracts
with professional services suppliers. Typically we can cancel these contracts within 90 days without penalties.
For those contracts that are not cancelable within 90 days without penalties, we are disclosing the amounts we
are obligated to pay to a supplier under each contract in that period before such contract can be cancelled. Our
contractual obligations with these suppliers under "other purchase commitments" were approximately $70
million within the next year.
Retirement Plans. Commitments under the retirement plans relate to expected contributions to be made
to our U.S. and non-U.S. defined benefit plans and to our post-retirement medical plans for the next year only.
Contributions after next year are impractical to estimate.
We had no material off-balance sheet arrangements as of October 31, 2013 or October 31, 2012.
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On Balance Sheet Arrangements
The following table summarizes our total contractual obligations recorded in our consolidated balance
sheet pertaining to our long-term debt as of October 31, 2013 (in millions):
Senior notes
Other debt
Total
Less than one
year
$
$
— $
—
— $
One to three years
1,100
—
1,100
Three to five years
—
—
—
$
$
More than five years
1,500
$
46
1,546
$
We have contractual obligations for interest payments on the above debts. Interest rates and payment dates
are detailed in "Long-term debt".
Other long-term liabilities include $341 million and $320 million of liabilities for uncertain tax positions as
of October 31, 2013 and October 31, 2012, respectively. We are unable to accurately predict when these amounts
will be realized or released. However, it is reasonably possible that there could be significant changes to our
unrecognized tax benefits in the next twelve months due to either the expiration of a statute of limitations or a tax
audit settlement.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to foreign currency exchange rate risks inherent in our sales commitments, anticipated
sales, and assets and liabilities denominated in currencies other than the functional currency of our subsidiaries.
We hedge future cash flows denominated in currencies other than the functional currency using sales forecasts up
to twelve months in advance. Our exposure to exchange rate risks is managed on an enterprise-wide basis. This
strategy utilizes derivative financial instruments, including option and forward contracts, to hedge certain foreign
currency exposures with the intent of offsetting gains and losses that occur on the underlying exposures with
gains and losses on the derivative contracts hedging them. We do not currently and do not intend to utilize
derivative financial instruments for speculative trading purposes.
Our operations generate non-functional currency cash flows such as revenues, third party vendor
payments and inter-company payments. In anticipation of these foreign currency cash flows and in view of
volatility of the currency market, we enter into such foreign exchange contracts as are described above to manage
our currency risk. Approximately 63 percent of our revenues in 2013, 63 percent of our revenues in 2012 and
64 percent of our revenues in 2011 were generated in U.S. dollars.
We performed a sensitivity analysis assuming a hypothetical 10 percent adverse movement in foreign
exchange rates to the hedging contracts and the underlying exposures described above. As of October 31, 2013
and 2012, the analysis indicated that these hypothetical market movements would not have a material effect on
our consolidated financial position, results of operations or cash flows.
We are also exposed to interest rate risk due to the mismatch between the interest expense we pay on our
loans at fixed rates and the variable rates of interest we receive from cash, cash equivalents and other short-term
investments. We have issued long-term debt in U.S. dollars or foreign currencies at fixed interest rates based on
the market conditions at the time of financing. We believe that the fair value of our fixed rate debt changes when
the underlying market rates of interest change, and we may use interest rate swaps to modify such market risk.
We performed a sensitivity analysis assuming a hypothetical 10 percent adverse movement in interest
rates relating to the underlying fair value of our fixed rate debt. As of October 31, 2013 and 2012, the sensitivity
analyses indicated that a hypothetical 10 percent adverse movement in interest rates would result in an
immaterial impact to the fair value of our fixed interest rate debt.
24
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors of Agilent Technologies, Inc.:
In our opinion, the accompanying consolidated balance sheets and related consolidated statements
of operations, cash flows and equity present fairly, in all material respects, the financial position of Agilent
Technologies, Inc. and its subsidiaries at October 31, 2013 and October 31, 2012, and the results of their
operations and their cash flows for each of the three years in the period ended October 31, 2013 in conformity
with accounting principles generally accepted in the United States of America. Also in our opinion, the
Company maintained, in all material respects, effective internal control over financial reporting as of October 31,
2013, based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for
these financial statements, for maintaining effective internal control over financial reporting and for its assessment
of the effectiveness of internal control over financial reporting, included in the accompanying Management’s
Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on these financial
statements and on the Company’s internal control over financial reporting based on our integrated audits. We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement and whether effective internal control over financial
reporting was maintained in all material respects. Our audits of the financial statements included examining, on
a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and evaluating the overall financial statement
presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating
the design and operating effectiveness of internal control based on the assessed risk. Our audits also included
performing such other procedures as we considered necessary in the circumstances. We believe that our audits
provide a reasonable basis for our opinions.
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over
financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of management and directors of the company;
and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use,
or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
/S/ PRICEWATERHOUSECOOPERS LLP
San Jose, California
December 19, 2013
On Balance Sheet Arrangements
The following table summarizes our total contractual obligations recorded in our consolidated balance
sheet pertaining to our long-term debt as of October 31, 2013 (in millions):
Senior notes
Other debt
Total
Less than one
year
One to three years
Three to five years
More than five years
$
$
— $
—
— $
1,100
—
1,100
$
$
—
—
—
$
$
1,500
46
1,546
We have contractual obligations for interest payments on the above debts. Interest rates and payment dates
are detailed in "Long-term debt".
Other long-term liabilities include $341 million and $320 million of liabilities for uncertain tax positions as
of October 31, 2013 and October 31, 2012, respectively. We are unable to accurately predict when these amounts
will be realized or released. However, it is reasonably possible that there could be significant changes to our
unrecognized tax benefits in the next twelve months due to either the expiration of a statute of limitations or a tax
audit settlement.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to foreign currency exchange rate risks inherent in our sales commitments, anticipated
sales, and assets and liabilities denominated in currencies other than the functional currency of our subsidiaries.
We hedge future cash flows denominated in currencies other than the functional currency using sales forecasts up
to twelve months in advance. Our exposure to exchange rate risks is managed on an enterprise-wide basis. This
strategy utilizes derivative financial instruments, including option and forward contracts, to hedge certain foreign
currency exposures with the intent of offsetting gains and losses that occur on the underlying exposures with
gains and losses on the derivative contracts hedging them. We do not currently and do not intend to utilize
derivative financial instruments for speculative trading purposes.
Our operations generate non-functional currency cash flows such as revenues, third party vendor
payments and inter-company payments. In anticipation of these foreign currency cash flows and in view of
volatility of the currency market, we enter into such foreign exchange contracts as are described above to manage
our currency risk. Approximately 63 percent of our revenues in 2013, 63 percent of our revenues in 2012 and
64 percent of our revenues in 2011 were generated in U.S. dollars.
We performed a sensitivity analysis assuming a hypothetical 10 percent adverse movement in foreign
exchange rates to the hedging contracts and the underlying exposures described above. As of October 31, 2013
and 2012, the analysis indicated that these hypothetical market movements would not have a material effect on
our consolidated financial position, results of operations or cash flows.
We are also exposed to interest rate risk due to the mismatch between the interest expense we pay on our
loans at fixed rates and the variable rates of interest we receive from cash, cash equivalents and other short-term
investments. We have issued long-term debt in U.S. dollars or foreign currencies at fixed interest rates based on
the market conditions at the time of financing. We believe that the fair value of our fixed rate debt changes when
the underlying market rates of interest change, and we may use interest rate swaps to modify such market risk.
We performed a sensitivity analysis assuming a hypothetical 10 percent adverse movement in interest
rates relating to the underlying fair value of our fixed rate debt. As of October 31, 2013 and 2012, the sensitivity
analyses indicated that a hypothetical 10 percent adverse movement in interest rates would result in an
immaterial impact to the fair value of our fixed interest rate debt.
Report of Independent Registered Public Accounting Firm
To the Stockholders and Board of Directors of Agilent Technologies, Inc.:
In our opinion, the accompanying consolidated balance sheets and related consolidated statements
of operations, cash flows and equity present fairly, in all material respects, the financial position of Agilent
Technologies, Inc. and its subsidiaries at October 31, 2013 and October 31, 2012, and the results of their
operations and their cash flows for each of the three years in the period ended October 31, 2013 in conformity
with accounting principles generally accepted in the United States of America. Also in our opinion, the
Company maintained, in all material respects, effective internal control over financial reporting as of October 31,
2013, based on criteria established in Internal Control - Integrated Framework (1992) issued by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for
these financial statements, for maintaining effective internal control over financial reporting and for its assessment
of the effectiveness of internal control over financial reporting, included in the accompanying Management’s
Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on these financial
statements and on the Company’s internal control over financial reporting based on our integrated audits. We
conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement and whether effective internal control over financial
reporting was maintained in all material respects. Our audits of the financial statements included examining, on
a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting
principles used and significant estimates made by management, and evaluating the overall financial statement
presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal
control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating
the design and operating effectiveness of internal control based on the assessed risk. Our audits also included
performing such other procedures as we considered necessary in the circumstances. We believe that our audits
provide a reasonable basis for our opinions.
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over
financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the
company are being made only in accordance with authorizations of management and directors of the company;
and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use,
or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
/S/ PRICEWATERHOUSECOOPERS LLP
San Jose, California
December 19, 2013
24
25
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AGILENT TECHNOLOGIES, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
AGILENT TECHNOLOGIES, INC.
(in millions)
Net income
$(8) and $0
Other comprehensive income (loss):
Change in unrealized gain on investments, net of tax expense (benefit) of $2,
Gain on derivative instruments, net of tax expense of $2, $3 and $0
Amounts reclassified into earnings related to derivative instruments, net of tax
benefit of $(3), $(2) and $(2)
Foreign currency translation
Net defined benefit pension cost and post retirement plan costs:
Change in actuarial net loss, net of tax expense (benefit) of $114, $(61), and
$(3)
Change in net prior service benefit, net of tax benefit of $(16), $(17), and $0
Other comprehensive income (loss)
Total comprehensive income
Years Ended October 31,
2013
2012
2011
$
724
$ 1,153
$ 1,012
7
8
1
(10)
228
(32)
202
926
6
7
(6)
(28)
(175)
(31)
(227)
(4)
—
3
94
(38)
149
204
$
$
926
$ 1,216
The accompanying notes are an integral part of these condensed consolidated financial statements.
Years Ended October 31,
2013
2012
2011
(in millions, except per
share data)
Net revenue:
Products
Services and other
Total net revenue
Costs and expenses:
Cost of products
Cost of services and other
Total costs
Research and development
Selling, general and administrative
Total costs and expenses
Income from operations
Interest income
Interest expense
Other income (expense), net
Income before taxes
Provision (benefit) for income taxes
Net income
Net income per share:
Basic
Diluted
Weighted average shares used in computing net income per
share:
Basic
Diluted
$
$
$
$
$
$
$
$
5,534
1,248
6,782
2,576
671
3,247
704
1,880
5,831
951
7
(107)
8
859
135
724
2.12
2.10
341
345
$
5,659
1,199
6,858
2,608
646
3,254
668
1,817
5,739
1,119
9
(101)
16
1,043
(110)
1,153
$
3.31
3.27
$
$
348
353
Cash dividends declared per common share
$
0.46
$
0.30
$
The accompanying notes are an integral part of these consolidated financial statements.
5,482
1,133
6,615
2,473
613
3,086
649
1,809
5,544
1,071
14
(86)
33
1,032
20
1,012
2.92
2.85
347
355
—
26
AGILENT TECHNOLOGIES, INC.
CONSOLIDATED STATEMENT OF OPERATIONS
AGILENT TECHNOLOGIES, INC.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
(in millions)
Net revenue:
Products
Services and other
Total net revenue
Costs and expenses:
Cost of products
Cost of services and other
Total costs
Research and development
Selling, general and administrative
Total costs and expenses
Income from operations
Interest income
Interest expense
Other income (expense), net
Income before taxes
Provision (benefit) for income taxes
Net income
Net income per share:
Basic
Diluted
share:
Basic
Diluted
Years Ended October 31,
2013
2012
2011
(in millions, except per
share data)
$
$
5,659
$
5,534
1,248
6,782
2,576
671
3,247
704
1,880
5,831
951
(107)
7
8
859
135
724
2.12
2.10
341
345
$
$
$
$
$
$
1,199
6,858
2,608
646
3,254
668
1,817
5,739
1,119
9
16
1,043
(101)
(110)
1,153
$
3.31
3.27
$
$
348
353
5,482
1,133
6,615
2,473
613
3,086
649
1,809
5,544
1,071
14
(86)
33
1,032
20
1,012
2.92
2.85
347
355
—
Weighted average shares used in computing net income per
Cash dividends declared per common share
$
0.46
$
0.30
$
The accompanying notes are an integral part of these consolidated financial statements.
Net income
Other comprehensive income (loss):
Change in unrealized gain on investments, net of tax expense (benefit) of $2,
$(8) and $0
Gain on derivative instruments, net of tax expense of $2, $3 and $0
Amounts reclassified into earnings related to derivative instruments, net of tax
benefit of $(3), $(2) and $(2)
Foreign currency translation
Net defined benefit pension cost and post retirement plan costs:
Change in actuarial net loss, net of tax expense (benefit) of $114, $(61), and
$(3)
Change in net prior service benefit, net of tax benefit of $(16), $(17), and $0
Other comprehensive income (loss)
Total comprehensive income
$
Years Ended October 31,
2013
2012
2011
$
724
$ 1,153
$ 1,012
7
8
(10)
1
228
(32)
202
926
6
7
(6)
(28)
(4)
—
3
94
(175)
(31)
(227)
926
(38)
149
204
$ 1,216
$
The accompanying notes are an integral part of these condensed consolidated financial statements.
26
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AGILENT TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEET
ASSETS
October 31,
2013
2012
(in millions, except
par value and share data)
Current assets:
Cash and cash equivalents
Accounts receivable, net
Inventory
Other current assets
Total current assets
Property, plant and equipment, net
Goodwill
Other intangible assets, net
Long-term investments
Other assets
Total assets
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable
Employee compensation and benefits
Deferred revenue
Short-term debt
Other accrued liabilities
Total current liabilities
Long-term debt
Retirement and post-retirement benefits
Other long-term liabilities
Total liabilities
Commitments and contingencies (Note 17)
Total equity:
Stockholders' equity:
Preferred stock; $0.01 par value; 125 million shares authorized; none issued
and outstanding
Common stock; $0.01 par value; 2 billion shares authorized; 602 million shares
at October 31, 2013 and 595 million shares at October 31, 2012 issued
Treasury stock at cost; 269 million shares at October 31, 2013 and 249 million
shares at October 31, 2012
Additional paid-in-capital
Retained earnings
Accumulated other comprehensive income (loss)
Total stockholders' equity
Non-controlling interest
Total equity
Total liabilities and equity
$
$
$
$
$
$
$
2,675
899
1,066
343
4,983
1,134
3,047
916
139
467
10,686
432
401
439
—
330
1,602
2,699
294
802
5,397
—
6
(9,607 )
8,723
6,073
91
5,286
3
5,289
10,686
$
2,351
923
1,014
341
4,629
1,164
3,025
1,086
109
523
10,536
461
387
420
250
375
1,893
2,112
554
792
5,351
—
6
(8,707)
8,489
5,505
(111)
5,182
3
5,185
10,536
The accompanying notes are an integral part of these consolidated financial statements
28
AGILENT TECHNOLOGIES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
Adjustments to reconcile net income to net cash provided by operating
Cash flows from operating activities:
Net income
activities:
Depreciation and amortization
Share-based compensation
Excess tax benefit from share-based plans
Deferred taxes
Excess and obsolete inventory and inventory related charges
Non-cash restructuring and asset impairment charges
Net gain on sale of investments
Net (gain) loss on sale of assets and divestitures
Other
Changes in assets and liabilities:
Accounts receivable, net
Inventory
Accounts payable
Employee compensation and benefits
Interest rate swap proceeds
Other assets and liabilities
Net cash provided by operating activities
Cash flows from investing activities:
Investments in property, plant and equipment
Proceeds from the sale of property, plant and equipment
Proceeds from lease receivable
Proceeds from the sale of investment securities
Proceeds from divestitures
Payment to acquire equity method investment
Purchase of other investments
Change in restricted cash, cash equivalents and investments, net
Acquisitions of businesses and intangible assets, net of cash acquired
Net cash provided by (used in) investing activities
Cash flows from financing activities:
Issuance of common stock under employee stock plans
Treasury stock repurchases
Payment of dividends
Issuance of senior notes
Debt issuance costs
Repayment of senior notes
Purchase of non-controlling interest
Repayment of debts and credit facility
Excess tax benefit from share-based plans
Net cash used in financing activities
Effect of exchange rate movements
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Years Ended October 31,
2013
2012
2011
(in millions)
$
724
$ 1,153
$ 1,012
1,152
1,228
1,260
(195)
(194)
(188)
372
85
(2)
31
48
3
(1)
3
3
14
(100)
(27)
16
—
(17)
2
—
12
—
(21)
(25)
—
(21)
(248)
161
(900)
(156)
597
(5)
(250)
(3)
—
2
(554)
(26)
324
2,351
2,675
301
74
—
(158)
(4)
30
1
2
5
19
(52)
(31)
(54)
—
(58)
—
80
5
—
—
—
—
(2,257)
(2,366)
100
(172)
(104)
399
(3)
(250)
(6)
(1)
—
(37)
(1)
(1,176)
3,527
253
72
—
38
30
10
(6)
2
8
11
(208)
(35)
24
65
(16)
1,545
(98)
1,294
304
(497)
18
—
16
1
—
—
—
—
—
—
—
—
(1,500)
(1,693)
17
878
2,649
The accompanying notes are an integral part of these consolidated financial statements.
$
$ 2,351
$ 3,527
AGILENT TECHNOLOGIES, INC.
CONSOLIDATED STATEMENT OF CASH FLOWS
LIABILITIES AND EQUITY
10,686
$
10,536
$
$
$
AGILENT TECHNOLOGIES, INC.
CONSOLIDATED BALANCE SHEET
ASSETS
Current assets:
Cash and cash equivalents
Accounts receivable, net
Inventory
Other current assets
Total current assets
Property, plant and equipment, net
Goodwill
Other intangible assets, net
Long-term investments
Other assets
Total assets
Current liabilities:
Accounts payable
Deferred revenue
Short-term debt
Other accrued liabilities
Total current liabilities
Long-term debt
Other long-term liabilities
Total liabilities
Total equity:
Stockholders' equity:
and outstanding
Retirement and post-retirement benefits
Commitments and contingencies (Note 17)
Employee compensation and benefits
Preferred stock; $0.01 par value; 125 million shares authorized; none issued
Common stock; $0.01 par value; 2 billion shares authorized; 602 million shares
at October 31, 2013 and 595 million shares at October 31, 2012 issued
Treasury stock at cost; 269 million shares at October 31, 2013 and 249 million
Accumulated other comprehensive income (loss)
shares at October 31, 2012
Additional paid-in-capital
Retained earnings
Total stockholders' equity
Non-controlling interest
Total equity
Total liabilities and equity
The accompanying notes are an integral part of these consolidated financial statements
$
10,686
$
October 31,
2013
2012
(in millions, except
par value and share data)
$
2,675
$
899
1,066
343
4,983
1,134
3,047
916
139
467
432
401
439
—
330
1,602
2,699
294
802
5,397
—
6
8,723
6,073
91
5,286
3
5,289
(9,607 )
2,351
923
1,014
341
4,629
1,164
3,025
1,086
109
523
461
387
420
250
375
1,893
2,112
554
792
5,351
—
6
(8,707)
8,489
5,505
(111)
5,182
3
5,185
10,536
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating
activities:
Depreciation and amortization
Share-based compensation
Excess tax benefit from share-based plans
Deferred taxes
Excess and obsolete inventory and inventory related charges
Non-cash restructuring and asset impairment charges
Net gain on sale of investments
Net (gain) loss on sale of assets and divestitures
Other
Changes in assets and liabilities:
Accounts receivable, net
Inventory
Accounts payable
Employee compensation and benefits
Interest rate swap proceeds
Other assets and liabilities
Net cash provided by operating activities
Cash flows from investing activities:
Investments in property, plant and equipment
Proceeds from the sale of property, plant and equipment
Proceeds from lease receivable
Proceeds from the sale of investment securities
Proceeds from divestitures
Payment to acquire equity method investment
Purchase of other investments
Change in restricted cash, cash equivalents and investments, net
Acquisitions of businesses and intangible assets, net of cash acquired
Net cash provided by (used in) investing activities
Cash flows from financing activities:
Issuance of common stock under employee stock plans
Treasury stock repurchases
Payment of dividends
Issuance of senior notes
Debt issuance costs
Repayment of senior notes
Purchase of non-controlling interest
Repayment of debts and credit facility
Excess tax benefit from share-based plans
Net cash used in financing activities
Effect of exchange rate movements
Net increase (decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
Years Ended October 31,
2013
2012
2011
(in millions)
$
724
$ 1,153
$ 1,012
372
85
(2)
31
48
3
(1)
3
3
14
(100)
(27)
16
—
(17)
1,152
(195)
2
—
12
—
(21)
(25)
—
(21)
(248)
161
(900)
(156)
597
(5)
(250)
(3)
—
2
(554)
(26)
324
2,351
2,675
$
301
74
—
(158)
30
1
(4)
2
5
19
(52)
(31)
(54)
—
(58)
1,228
(194)
—
80
5
—
—
—
—
(2,257)
(2,366)
253
72
—
38
30
10
(6)
2
8
11
(208)
(35)
24
65
(16)
1,260
(188)
18
—
16
1
—
—
1,545
(98)
1,294
100
(172)
(104)
399
(3)
(250)
(6)
(1)
—
(37)
(1)
(1,176)
3,527
$ 2,351
304
(497)
—
—
—
—
—
(1,500)
—
(1,693)
17
878
2,649
$ 3,527
28
29
The accompanying notes are an integral part of these consolidated financial statements.
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Notes to Consolidated Financial Statements
1. Overview and Summary of Significant Accounting Policies
Overview. Agilent Technologies, Inc. ("we", "Agilent" or the "company"), incorporated in Delaware in
May 1999, is a measurement company, providing core bio-analytical and electronic measurement solutions to the
life sciences, diagnostics and genomics, chemical analysis, communications and electronics industries.
Agilent Separation. On September 19, 2013, Agilent announced plans to separate into two publicly traded
companies, one comprising of the life sciences, diagnostics and chemical analysis businesses that will retain the
Agilent name,and the other that will be comprised of the electronic measurement business ("EM"). The
separation is expected to occur through a tax-free pro rata spin off of the EM company to Agilent shareholders
and is expected to be completed early in November 2014.
New Segment. We formed a new operating segment in the fourth fiscal quarter of 2013. The new life
sciences and diagnostics segment was formed by the combination of the life sciences business plus the
diagnostics and genomics business. Following this reorganization, Agilent has three business segments
comprised of the life sciences and diagnostics business, the chemical analysis business and the electronic
measurement business. The historical segment financial information for the life sciences and diagnostics
segment has been recast to conform to this new reporting structure in our financial statements.
Acquisition of Dako A/S. On June 21, 2012, we completed our acquisition of Dako A/S through the
acquisition of 100% of the share capital of Dako A/S, a limited liability company incorporated under the laws of
Denmark (“Dako”), under the share purchase agreement, dated May 16, 2012. Dako provides antibodies,
reagents, scientific instruments and software primarily to customers in pathology laboratories. As a result of the
acquisition, Dako became a wholly-owned subsidiary of Agilent. The consideration paid was approximately
$2,143 million, of which $1,400 million was paid directly to the seller and $743 million was paid to satisfy the
outstanding debt of Dako. Agilent funded the acquisition using existing cash. The acquisition has been accounted
for in accordance with the authoritative accounting guidance and the results of Dako are included in Agilent's
consolidated financial statements from the date of acquisition. The acquisition of Dako and its portfolio was
another step to increase our growth in several rapidly expanding areas of diagnostics, including atomic pathology
and molecular diagnostics, as well as strengthen our existing offerings with a focus on product development to
help in the fight against cancer. For additional details related to the acquisition of Dako, see Note 3,
"Acquisitions".
Basis of presentation. The accompanying financial data has been prepared by us pursuant to the rules
and regulations of the U.S. Securities and Exchange Commission ("SEC") and is in conformity with U.S.
generally accepted accounting principles ("GAAP"). Our fiscal year end is October 31. Unless otherwise stated,
all years and dates refer to our fiscal year.
In the first quarter of 2013, we adopted the updated authoritative guidance that increases the prominence of
items reported in other comprehensive income. For additional details related to the updated authoritative
guidance, see Note 2, "New Accounting Pronouncements".
Revisions. The statement of cash flows for the year ended October 31, 2012 has been revised to correct the
presentation of the purchase of non-controlling interest from investing to financing activities and is not
considered material. There was no impact on previously reported net income or the change in net cash for the
year ended October 31, 2012. In Note 10, "Goodwill and Other Intangible Assets", the presentation of goodwill
has been revised as of October 31, 2012 and 2011 to correct the allocation of goodwill between segments and is
not considered material. There was no impact to the previously reported total balance of goodwill as of October
31, 2012 and 2011.
Reclassifications. Segment disclosure amounts have been reclassified to conform to the current year
presentation with no impact on previously reported net income.
Management is responsible for the fair presentation of the accompanying consolidated financial
statements, prepared in accordance with U.S. GAAP, and has full responsibility for their integrity and accuracy.
.
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Notes to Consolidated Financial Statements
1. Overview and Summary of Significant Accounting Policies
Overview. Agilent Technologies, Inc. ("we", "Agilent" or the "company"), incorporated in Delaware in
May 1999, is a measurement company, providing core bio-analytical and electronic measurement solutions to the
life sciences, diagnostics and genomics, chemical analysis, communications and electronics industries.
Agilent Separation. On September 19, 2013, Agilent announced plans to separate into two publicly traded
companies, one comprising of the life sciences, diagnostics and chemical analysis businesses that will retain the
Agilent name,and the other that will be comprised of the electronic measurement business ("EM"). The
separation is expected to occur through a tax-free pro rata spin off of the EM company to Agilent shareholders
and is expected to be completed early in November 2014.
New Segment. We formed a new operating segment in the fourth fiscal quarter of 2013. The new life
sciences and diagnostics segment was formed by the combination of the life sciences business plus the
diagnostics and genomics business. Following this reorganization, Agilent has three business segments
comprised of the life sciences and diagnostics business, the chemical analysis business and the electronic
measurement business. The historical segment financial information for the life sciences and diagnostics
segment has been recast to conform to this new reporting structure in our financial statements.
Acquisition of Dako A/S. On June 21, 2012, we completed our acquisition of Dako A/S through the
acquisition of 100% of the share capital of Dako A/S, a limited liability company incorporated under the laws of
Denmark (“Dako”), under the share purchase agreement, dated May 16, 2012. Dako provides antibodies,
reagents, scientific instruments and software primarily to customers in pathology laboratories. As a result of the
acquisition, Dako became a wholly-owned subsidiary of Agilent. The consideration paid was approximately
$2,143 million, of which $1,400 million was paid directly to the seller and $743 million was paid to satisfy the
outstanding debt of Dako. Agilent funded the acquisition using existing cash. The acquisition has been accounted
for in accordance with the authoritative accounting guidance and the results of Dako are included in Agilent's
consolidated financial statements from the date of acquisition. The acquisition of Dako and its portfolio was
another step to increase our growth in several rapidly expanding areas of diagnostics, including atomic pathology
and molecular diagnostics, as well as strengthen our existing offerings with a focus on product development to
help in the fight against cancer. For additional details related to the acquisition of Dako, see Note 3,
"Acquisitions".
Basis of presentation. The accompanying financial data has been prepared by us pursuant to the rules
and regulations of the U.S. Securities and Exchange Commission ("SEC") and is in conformity with U.S.
generally accepted accounting principles ("GAAP"). Our fiscal year end is October 31. Unless otherwise stated,
all years and dates refer to our fiscal year.
In the first quarter of 2013, we adopted the updated authoritative guidance that increases the prominence of
items reported in other comprehensive income. For additional details related to the updated authoritative
guidance, see Note 2, "New Accounting Pronouncements".
Revisions. The statement of cash flows for the year ended October 31, 2012 has been revised to correct the
presentation of the purchase of non-controlling interest from investing to financing activities and is not
considered material. There was no impact on previously reported net income or the change in net cash for the
year ended October 31, 2012. In Note 10, "Goodwill and Other Intangible Assets", the presentation of goodwill
has been revised as of October 31, 2012 and 2011 to correct the allocation of goodwill between segments and is
not considered material. There was no impact to the previously reported total balance of goodwill as of October
31, 2012 and 2011.
Reclassifications. Segment disclosure amounts have been reclassified to conform to the current year
presentation with no impact on previously reported net income.
Management is responsible for the fair presentation of the accompanying consolidated financial
statements, prepared in accordance with U.S. GAAP, and has full responsibility for their integrity and accuracy.
31
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In the opinion of management, the accompanying consolidated financial statements contain all adjustments
necessary to present fairly our consolidated balance sheet, statement of operations, statement of comprehensive
income, statement of cash flows and statement of equity for all periods presented.
Principles of consolidation. The consolidated financial statements include the accounts of the company
and our wholly- and majority-owned subsidiaries. All significant intercompany accounts and transactions have
been eliminated.
Use of estimates. The preparation of financial statements in accordance with accounting principles
generally accepted in the U.S. requires management to make estimates and assumptions that affect the amounts
reported in our consolidated financial statements and accompanying notes. Management bases its estimates on
historical experience and various other assumptions believed to be reasonable. Although these estimates are
based on management's best knowledge of current events and actions that may impact the company in the future,
actual results may be different from the estimates. Our critical accounting policies are those that affect our
financial statements materially and involve difficult, subjective or complex judgments by management. Those
policies are revenue recognition, valuation of goodwill and purchased intangible assets, inventory valuation,
share-based compensation, retirement and post-retirement plan assumptions, restructuring and accounting for
income taxes.
Revenue recognition. We enter into agreements to sell products (hardware and/or software), services and
other arrangements (multiple element arrangements) that include combinations of products and services.
We recognize revenue, net of trade discounts and allowances, provided that (1) persuasive evidence of an
arrangement exists, (2) delivery has occurred, (3) the price is fixed or determinable and (4) collectability is
reasonably assured. Delivery is considered to have occurred when title and risk of loss have transferred to the
customer, for products, or when the service has been provided. We consider the price to be fixed or determinable
when the price is not subject to refund or adjustments. We consider arrangements with extended payment terms
not to be fixed or determinable, and accordingly we defer revenue until amounts become due. At the time of the
transaction, we evaluate the creditworthiness of our customers to determine the appropriate timing of revenue
recognition.
Product revenue. Our product revenue is generated predominantly from the sales of various types of test
equipment. Product revenue, including sales to resellers and distributors, is reduced for estimated returns, when
appropriate. For sales or arrangements that include customer-specified acceptance criteria, including those where
acceptance is required upon achievement of performance milestones, revenue is recognized after the acceptance
criteria have been met. For products that include installation, if the installation meets the criteria to be considered
a separate element, product revenue is recognized upon delivery, and recognition of installation revenue is
delayed until the installation is complete. Otherwise, neither the product nor the installation revenue is
recognized until the installation is complete.
Where software is licensed separately, revenue is recognized when the software is delivered and has been
transferred to the customer or, in the case of electronic delivery of software, when the customer is given access to
the licensed software programs.
We also evaluate whether collection of the receivable is probable, the fee is fixed or determinable and
whether any other undelivered elements of the arrangement exist on which a portion of the total fee would be
allocated based on vendor-specific objective evidence.
Service revenue. Revenue from services includes extended warranty, customer and software support,
consulting, training and education. Service revenue is deferred and recognized over the contractual period or as
services are rendered and accepted by the customer. For example, customer support contracts are recognized
ratably over the contractual period, while training revenue is recognized as the training is provided to the
customer. In addition the four revenue recognition criteria described above must be met before service revenue is
recognized.
32
Revenue Recognition for Arrangements with Multiple Deliverables. Our multiple-element arrangements
are generally comprised of a combination of measurement instruments, installation or other start-up services,
and/or software and/or support or services. Hardware and software elements are typically delivered at the same
time and revenue is recognized upon delivery once title and risk of loss pass to the customer. Delivery of
installation, start-up services and other services varies based on the complexity of the equipment, staffing levels
in a geographic location and customer preferences, and can range from a few days to a few months. Service
revenue is deferred and recognized over the contractual period or as services are rendered and accepted by the
customer. Revenue from the sale of software products that are not required to deliver the tangible product's
essential functionality are accounted for under software revenue recognition rules which require vendor specific
objective evidence ("VSOE") of fair value to allocate revenue in a multiple element arrangement. Our
arrangements generally do not include any provisions for cancellation, termination, or refunds that would
significantly impact recognized revenue.
We have evaluated the deliverables in our multiple-element arrangements and concluded that they are
separate units of accounting if the delivered item or items have value to the customer on a standalone basis and
for an arrangement that includes a general right of return relative to the delivered item(s), delivery or
performance of the undelivered item(s) is considered probable and substantially in our control. We allocate
revenue to each element in our multiple-element arrangements based upon their relative selling prices. We
determine the selling price for each deliverable based on a selling price hierarchy. The selling price for a
deliverable is based on VSOE if available, third-party evidence ("TPE") if VSOE is not available, or estimated
selling price ("ESP") if neither VSOE nor TPE is available. Revenue allocated to each element is then recognized
when the basic revenue recognition criteria for that element have been met.
We use VSOE of selling price in the selling price allocation in all instances where it exists. VSOE of
selling price for products and services is determined when a substantial majority of the selling prices fall within a
reasonable range when sold separately. TPE of selling price can be established by evaluating largely
interchangeable competitor products or services in standalone sales to similarly situated customers. As our
products contain a significant element of proprietary technology and the solution offered differs substantially
from that of competitors, it is difficult to obtain the reliable standalone competitive pricing necessary to establish
TPE. ESP represents the best estimate of the price at which we would transact a sale if the product or service
were sold on a standalone basis. We determine ESP for a product or service by using historical selling prices
which reflect multiple factors including, but not limited to customer type, geography, market conditions,
competitive landscape, gross margin objectives and pricing practices. The determination of ESP is made through
consultation with and approval by management. We may modify or develop new pricing practices and strategies
in the future. As these pricing strategies evolve in changes may occur in ESP. The aforementioned factors may
result in a different allocation of revenue to the deliverables in multiple element arrangements, which may
change the pattern and timing of revenue recognition for these elements but will not change the total revenue
recognized for the arrangement.
Deferred revenue. Deferred revenue represents the amount that is allocated to undelivered elements in
multiple element arrangements. We limit the revenue recognized to the amount that is not contingent on the
future delivery of products or services or meeting other specified performance conditions.
Accounts receivable, net. Trade accounts receivable are recorded at the invoiced amount and do not bear
interest. Such accounts receivable has been reduced by an allowance for doubtful accounts, which is our best
estimate of the amount of probable credit losses in our existing accounts receivable. We determine the allowance
based on customer specific experience and the aging of such receivables, among other factors. The allowance for
doubtful accounts as of October 31, 2013 and 2012 was not material. We do not have any off-balance-sheet
credit exposure related to our customers. Accounts receivable are also recorded net of product returns.
Share-based compensation. For the years ended 2013, 2012 and 2011, we accounted for share-based
awards made to our employees and directors including employee stock option awards, restricted stock units,
employee stock purchases made under our Employee Stock Purchase Plan ("ESPP") and performance share
awards under Agilent Technologies, Inc. Long-Term Performance Program ("LTPP") using the estimated grant
date fair value method of accounting. Under the fair value method, we recorded compensation expense for all
share-based awards of $88 million in 2013, $76 million in 2012 and $73 million in 2011.
In the opinion of management, the accompanying consolidated financial statements contain all adjustments
necessary to present fairly our consolidated balance sheet, statement of operations, statement of comprehensive
income, statement of cash flows and statement of equity for all periods presented.
Principles of consolidation. The consolidated financial statements include the accounts of the company
and our wholly- and majority-owned subsidiaries. All significant intercompany accounts and transactions have
been eliminated.
Use of estimates. The preparation of financial statements in accordance with accounting principles
generally accepted in the U.S. requires management to make estimates and assumptions that affect the amounts
reported in our consolidated financial statements and accompanying notes. Management bases its estimates on
historical experience and various other assumptions believed to be reasonable. Although these estimates are
based on management's best knowledge of current events and actions that may impact the company in the future,
actual results may be different from the estimates. Our critical accounting policies are those that affect our
financial statements materially and involve difficult, subjective or complex judgments by management. Those
policies are revenue recognition, valuation of goodwill and purchased intangible assets, inventory valuation,
share-based compensation, retirement and post-retirement plan assumptions, restructuring and accounting for
income taxes.
Revenue recognition. We enter into agreements to sell products (hardware and/or software), services and
other arrangements (multiple element arrangements) that include combinations of products and services.
We recognize revenue, net of trade discounts and allowances, provided that (1) persuasive evidence of an
arrangement exists, (2) delivery has occurred, (3) the price is fixed or determinable and (4) collectability is
reasonably assured. Delivery is considered to have occurred when title and risk of loss have transferred to the
customer, for products, or when the service has been provided. We consider the price to be fixed or determinable
when the price is not subject to refund or adjustments. We consider arrangements with extended payment terms
not to be fixed or determinable, and accordingly we defer revenue until amounts become due. At the time of the
transaction, we evaluate the creditworthiness of our customers to determine the appropriate timing of revenue
recognition.
Product revenue. Our product revenue is generated predominantly from the sales of various types of test
equipment. Product revenue, including sales to resellers and distributors, is reduced for estimated returns, when
appropriate. For sales or arrangements that include customer-specified acceptance criteria, including those where
acceptance is required upon achievement of performance milestones, revenue is recognized after the acceptance
criteria have been met. For products that include installation, if the installation meets the criteria to be considered
a separate element, product revenue is recognized upon delivery, and recognition of installation revenue is
delayed until the installation is complete. Otherwise, neither the product nor the installation revenue is
recognized until the installation is complete.
Where software is licensed separately, revenue is recognized when the software is delivered and has been
transferred to the customer or, in the case of electronic delivery of software, when the customer is given access to
the licensed software programs.
We also evaluate whether collection of the receivable is probable, the fee is fixed or determinable and
whether any other undelivered elements of the arrangement exist on which a portion of the total fee would be
allocated based on vendor-specific objective evidence.
Service revenue. Revenue from services includes extended warranty, customer and software support,
consulting, training and education. Service revenue is deferred and recognized over the contractual period or as
services are rendered and accepted by the customer. For example, customer support contracts are recognized
ratably over the contractual period, while training revenue is recognized as the training is provided to the
customer. In addition the four revenue recognition criteria described above must be met before service revenue is
recognized.
Revenue Recognition for Arrangements with Multiple Deliverables. Our multiple-element arrangements
are generally comprised of a combination of measurement instruments, installation or other start-up services,
and/or software and/or support or services. Hardware and software elements are typically delivered at the same
time and revenue is recognized upon delivery once title and risk of loss pass to the customer. Delivery of
installation, start-up services and other services varies based on the complexity of the equipment, staffing levels
in a geographic location and customer preferences, and can range from a few days to a few months. Service
revenue is deferred and recognized over the contractual period or as services are rendered and accepted by the
customer. Revenue from the sale of software products that are not required to deliver the tangible product's
essential functionality are accounted for under software revenue recognition rules which require vendor specific
objective evidence ("VSOE") of fair value to allocate revenue in a multiple element arrangement. Our
arrangements generally do not include any provisions for cancellation, termination, or refunds that would
significantly impact recognized revenue.
We have evaluated the deliverables in our multiple-element arrangements and concluded that they are
separate units of accounting if the delivered item or items have value to the customer on a standalone basis and
for an arrangement that includes a general right of return relative to the delivered item(s), delivery or
performance of the undelivered item(s) is considered probable and substantially in our control. We allocate
revenue to each element in our multiple-element arrangements based upon their relative selling prices. We
determine the selling price for each deliverable based on a selling price hierarchy. The selling price for a
deliverable is based on VSOE if available, third-party evidence ("TPE") if VSOE is not available, or estimated
selling price ("ESP") if neither VSOE nor TPE is available. Revenue allocated to each element is then recognized
when the basic revenue recognition criteria for that element have been met.
We use VSOE of selling price in the selling price allocation in all instances where it exists. VSOE of
selling price for products and services is determined when a substantial majority of the selling prices fall within a
reasonable range when sold separately. TPE of selling price can be established by evaluating largely
interchangeable competitor products or services in standalone sales to similarly situated customers. As our
products contain a significant element of proprietary technology and the solution offered differs substantially
from that of competitors, it is difficult to obtain the reliable standalone competitive pricing necessary to establish
TPE. ESP represents the best estimate of the price at which we would transact a sale if the product or service
were sold on a standalone basis. We determine ESP for a product or service by using historical selling prices
which reflect multiple factors including, but not limited to customer type, geography, market conditions,
competitive landscape, gross margin objectives and pricing practices. The determination of ESP is made through
consultation with and approval by management. We may modify or develop new pricing practices and strategies
in the future. As these pricing strategies evolve in changes may occur in ESP. The aforementioned factors may
result in a different allocation of revenue to the deliverables in multiple element arrangements, which may
change the pattern and timing of revenue recognition for these elements but will not change the total revenue
recognized for the arrangement.
Deferred revenue. Deferred revenue represents the amount that is allocated to undelivered elements in
multiple element arrangements. We limit the revenue recognized to the amount that is not contingent on the
future delivery of products or services or meeting other specified performance conditions.
Accounts receivable, net. Trade accounts receivable are recorded at the invoiced amount and do not bear
interest. Such accounts receivable has been reduced by an allowance for doubtful accounts, which is our best
estimate of the amount of probable credit losses in our existing accounts receivable. We determine the allowance
based on customer specific experience and the aging of such receivables, among other factors. The allowance for
doubtful accounts as of October 31, 2013 and 2012 was not material. We do not have any off-balance-sheet
credit exposure related to our customers. Accounts receivable are also recorded net of product returns.
Share-based compensation. For the years ended 2013, 2012 and 2011, we accounted for share-based
awards made to our employees and directors including employee stock option awards, restricted stock units,
employee stock purchases made under our Employee Stock Purchase Plan ("ESPP") and performance share
awards under Agilent Technologies, Inc. Long-Term Performance Program ("LTPP") using the estimated grant
date fair value method of accounting. Under the fair value method, we recorded compensation expense for all
share-based awards of $88 million in 2013, $76 million in 2012 and $73 million in 2011.
32
33
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Inventory. Inventory is valued at standard cost, which approximates actual cost computed on a first-in,
first-out basis, not in excess of market value. We assess the valuation of our inventory on a periodic basis and
make adjustments to the value for estimated excess and obsolete inventory based on estimates about future
demand. The excess balance determined by this analysis becomes the basis for our excess inventory charge. Our
excess inventory review process includes analysis of sales forecasts, managing product rollovers and working
with manufacturing to maximize recovery of excess inventory.
Warranty. Our standard warranty terms typically extend for one year from the date of delivery. During
the second fiscal quarter of 2013 typical standard warranty arrangements within our electronic measurement
business were extended from one year to three years from the date of delivery. Prior to the change in standard
warranty terms, we sold extended warranties of more than one year and less than three years which were
deferred. Those existing warranties greater than one year and less than three years and previously classified as
extended warranties will be amortized over the original period of the warranty. We will continue to sell extended
warranties for terms beyond three years within the electronic measurement business. The impact will not be
material to the segment or consolidated revenue of Agilent and the anticipated increase to the warranty accrual as
a result of the new arrangements will not be material to the consolidated balance sheet of Agilent. No changes
were made to the standard and extended warranty terms within our other businesses.We accrue for standard
warranty costs based on historical trends in warranty charges as a percentage of net product revenue. The accrual
is reviewed regularly and periodically adjusted to reflect changes in warranty cost estimates. Estimated warranty
charges are recorded within cost of products at the time products are sold. See Note 16, "Guarantees".
Taxes on income. Income tax expense or benefit is based on income or loss before taxes. Deferred tax
assets and liabilities are recognized principally for the expected tax consequences of temporary differences
between the tax bases of assets and liabilities and their reported amounts.
Shipping and handling costs. Our shipping and handling costs charged to customers are included in net
revenue, and the associated expense is recorded in cost of products for all periods presented.
Goodwill and Purchased Intangible Assets. In September 2011, the FASB approved changes to the
goodwill impairment guidance which are intended to reduce the cost and complexity of the annual impairment
test. The changes provide entities an option to perform a qualitative assessment to determine whether further
impairment testing is necessary. The revised standard gives an entity the option to first assess qualitative factors
to determine whether performing the current two-step test is necessary. If an entity believes, as a result of its
qualitative assessment, that it is more-likely-than-not (i.e. > 50% chance) that the fair value of a reporting unit is
less than its carrying amount, the quantitative impairment test will be required. Otherwise, no further testing will
be required.
The revised guidance includes examples of events and circumstances that might indicate that a reporting
unit's fair value is less than its carrying amount. These include macro-economic conditions such as deterioration
in the entity's operating environment or industry or market considerations; entity-specific events such as
increasing costs, declining financial performance, or loss of key personnel; or other events such as an expectation
that a reporting unit will be sold or a sustained decrease in the stock price on either an absolute basis or relative
to peers. Agilent opted to early adopt this guidance for the year ended October 31, 2011.
If it is determined, as a result of the qualitative assessment, that it is more-likely-than-not that the fair
value of a reporting unit is less than its carrying amount, the provisions of authoritative guidance require that we
perform a two-step impairment test on goodwill. In the first step, we compare the fair value of each reporting
unit to its carrying value. The second step (if necessary) measures the amount of impairment by applying fair-
value-based tests to the individual assets and liabilities within each reporting unit. As defined in the authoritative
guidance, a reporting unit is an operating segment, or one level below an operating segment. We aggregated
components of operating segments that have similar economic characteristics into our reporting units. In
October 2013, we combined the life sciences and diagnostics and genomics segments to form the life sciences
and diagnostics segment. As a result, Agilent now has three segments, life sciences and diagnostics, chemical
analysis, and electronic measurement segments.
34
In fiscal year 2013, we assessed goodwill impairment for our four reporting units which consisted of two
segments: chemical analysis and electronic measurement; and two reporting units under the life sciences and
diagnostics segment. The first of these two reporting units related to our life sciences business and the second
related to our diagnostics business. We performed a qualitative test for goodwill impairment of the following
three reporting units, as of September 30, 2013: the chemical analysis segment, the electronic measurement
segment, and the reporting unit relating to life sciences. Based on the results of our qualitative testing, we believe
that it is more-likely-than-not that the fair value of these reporting units are greater than their respective carrying
values. We performed a quantitative test for goodwill impairment of the reporting unit related to our diagnostics
business as of September 30, 2013. Based on the results of our quantitative testing, the fair value was
significantly in excess of the carrying value. There was no impairment of goodwill during the years ended
October 31, 2013, 2012 and 2011. Each quarter we review the events and circumstances to determine if goodwill
impairment is indicated.
Purchased intangible assets consist primarily of acquired developed technologies, proprietary know-how,
trademarks, and customer relationships and are amortized using the straight-line method over estimated useful
lives ranging from 6 months to 15 years. In-process research and development ("IPR&D") is initially capitalized
at fair value as an intangible asset with an indefinite life and assessed for impairment thereafter. When the
IPR&D project is complete, it is reclassified as an amortizable purchased intangible asset and is amortized over
its estimated useful life. If an IPR&D project is abandoned, Agilent will record a charge for the value of the
related intangible asset to Agilent's consolidated statement of operations in the period it is abandoned.
In July 2012, the FASB simplified the guidance for testing for impairment of indefinite-lived intangible
assets other than goodwill. The changes are intended to reduce compliance costs. Agilent's indefinite-lived
intangible assets are IPR&D intangible assets. The revised guidance allows a qualitative approach for testing
indefinite-lived intangible assets for impairment, similar to the impairment testing guidance for goodwill. It
allows the option to first assess qualitative factors (events and circumstances) that could affect the significant
inputs used in determining the fair value of the indefinite-lived intangible asset. The qualitative factors assist in
determining whether it is more likely than not (meaning a likelihood of more than 50 percent) that the indefinite-
lived intangible asset is impaired. An organization may choose to bypass the qualitative assessment for any
indefinite-lived intangible asset in any period and proceed directly to calculating its fair value. The amendments
are effective for annual and interim impairment tests performed for fiscal years beginning after September 15,
2012. Early adoption was permitted. Agilent adopted this guidance for the year ended October 31, 2012. Based
on the quantitative test, we recorded an impairment of $1 million in 2013 and an impairment of $1 million in
2012, both relating to IPR&D projects that were abandoned. In all other instances we used the qualitative test and
concluded that it was more likely than not that all other indefinite-lived intangible assets were not impaired. No
impairments were recorded in 2011.
Advertising. Advertising costs are expensed as incurred and amounted to $44 million in 2013, $50
million in 2012 and $55 million in 2011.
Research and development. Costs related to research, design and development of our products are
charged to research and development expense as they are incurred.
Sales Taxes. Sales taxes collected from customers and remitted to governmental authorities are not
included in our revenue.
Net income per share. Basic net income per share is computed by dividing net income - the numerator -
by the weighted average number of common shares outstanding - the denominator - during the period excluding
the dilutive effect of stock options and other employee stock plans. Diluted net income per share gives effect to
all potentially dilutive common stock equivalents outstanding during the period. The dilutive effect of share-
based awards is reflected in diluted net income per share by application of the treasury stock method, which
includes consideration of unamortized share-based compensation expense, the tax benefits and shortfalls charged
to additional paid-in capital and the dilutive effect of in-the-money options and non-vested restricted stock units.
Under the treasury stock method, the amount the employee must pay for exercising stock options, unamortized
share-based compensation expense and tax benefits or shortfalls are assumed proceeds to be used to repurchase
hypothetical shares. See Note 6, "Net Income Per Share".
Inventory. Inventory is valued at standard cost, which approximates actual cost computed on a first-in,
first-out basis, not in excess of market value. We assess the valuation of our inventory on a periodic basis and
make adjustments to the value for estimated excess and obsolete inventory based on estimates about future
demand. The excess balance determined by this analysis becomes the basis for our excess inventory charge. Our
excess inventory review process includes analysis of sales forecasts, managing product rollovers and working
with manufacturing to maximize recovery of excess inventory.
Warranty. Our standard warranty terms typically extend for one year from the date of delivery. During
the second fiscal quarter of 2013 typical standard warranty arrangements within our electronic measurement
business were extended from one year to three years from the date of delivery. Prior to the change in standard
warranty terms, we sold extended warranties of more than one year and less than three years which were
deferred. Those existing warranties greater than one year and less than three years and previously classified as
extended warranties will be amortized over the original period of the warranty. We will continue to sell extended
warranties for terms beyond three years within the electronic measurement business. The impact will not be
material to the segment or consolidated revenue of Agilent and the anticipated increase to the warranty accrual as
a result of the new arrangements will not be material to the consolidated balance sheet of Agilent. No changes
were made to the standard and extended warranty terms within our other businesses.We accrue for standard
warranty costs based on historical trends in warranty charges as a percentage of net product revenue. The accrual
is reviewed regularly and periodically adjusted to reflect changes in warranty cost estimates. Estimated warranty
charges are recorded within cost of products at the time products are sold. See Note 16, "Guarantees".
Taxes on income. Income tax expense or benefit is based on income or loss before taxes. Deferred tax
assets and liabilities are recognized principally for the expected tax consequences of temporary differences
between the tax bases of assets and liabilities and their reported amounts.
Shipping and handling costs. Our shipping and handling costs charged to customers are included in net
revenue, and the associated expense is recorded in cost of products for all periods presented.
Goodwill and Purchased Intangible Assets. In September 2011, the FASB approved changes to the
goodwill impairment guidance which are intended to reduce the cost and complexity of the annual impairment
test. The changes provide entities an option to perform a qualitative assessment to determine whether further
impairment testing is necessary. The revised standard gives an entity the option to first assess qualitative factors
to determine whether performing the current two-step test is necessary. If an entity believes, as a result of its
qualitative assessment, that it is more-likely-than-not (i.e. > 50% chance) that the fair value of a reporting unit is
less than its carrying amount, the quantitative impairment test will be required. Otherwise, no further testing will
be required.
The revised guidance includes examples of events and circumstances that might indicate that a reporting
unit's fair value is less than its carrying amount. These include macro-economic conditions such as deterioration
in the entity's operating environment or industry or market considerations; entity-specific events such as
increasing costs, declining financial performance, or loss of key personnel; or other events such as an expectation
that a reporting unit will be sold or a sustained decrease in the stock price on either an absolute basis or relative
to peers. Agilent opted to early adopt this guidance for the year ended October 31, 2011.
If it is determined, as a result of the qualitative assessment, that it is more-likely-than-not that the fair
value of a reporting unit is less than its carrying amount, the provisions of authoritative guidance require that we
perform a two-step impairment test on goodwill. In the first step, we compare the fair value of each reporting
unit to its carrying value. The second step (if necessary) measures the amount of impairment by applying fair-
value-based tests to the individual assets and liabilities within each reporting unit. As defined in the authoritative
guidance, a reporting unit is an operating segment, or one level below an operating segment. We aggregated
components of operating segments that have similar economic characteristics into our reporting units. In
October 2013, we combined the life sciences and diagnostics and genomics segments to form the life sciences
and diagnostics segment. As a result, Agilent now has three segments, life sciences and diagnostics, chemical
analysis, and electronic measurement segments.
In fiscal year 2013, we assessed goodwill impairment for our four reporting units which consisted of two
segments: chemical analysis and electronic measurement; and two reporting units under the life sciences and
diagnostics segment. The first of these two reporting units related to our life sciences business and the second
related to our diagnostics business. We performed a qualitative test for goodwill impairment of the following
three reporting units, as of September 30, 2013: the chemical analysis segment, the electronic measurement
segment, and the reporting unit relating to life sciences. Based on the results of our qualitative testing, we believe
that it is more-likely-than-not that the fair value of these reporting units are greater than their respective carrying
values. We performed a quantitative test for goodwill impairment of the reporting unit related to our diagnostics
business as of September 30, 2013. Based on the results of our quantitative testing, the fair value was
significantly in excess of the carrying value. There was no impairment of goodwill during the years ended
October 31, 2013, 2012 and 2011. Each quarter we review the events and circumstances to determine if goodwill
impairment is indicated.
Purchased intangible assets consist primarily of acquired developed technologies, proprietary know-how,
trademarks, and customer relationships and are amortized using the straight-line method over estimated useful
lives ranging from 6 months to 15 years. In-process research and development ("IPR&D") is initially capitalized
at fair value as an intangible asset with an indefinite life and assessed for impairment thereafter. When the
IPR&D project is complete, it is reclassified as an amortizable purchased intangible asset and is amortized over
its estimated useful life. If an IPR&D project is abandoned, Agilent will record a charge for the value of the
related intangible asset to Agilent's consolidated statement of operations in the period it is abandoned.
In July 2012, the FASB simplified the guidance for testing for impairment of indefinite-lived intangible
assets other than goodwill. The changes are intended to reduce compliance costs. Agilent's indefinite-lived
intangible assets are IPR&D intangible assets. The revised guidance allows a qualitative approach for testing
indefinite-lived intangible assets for impairment, similar to the impairment testing guidance for goodwill. It
allows the option to first assess qualitative factors (events and circumstances) that could affect the significant
inputs used in determining the fair value of the indefinite-lived intangible asset. The qualitative factors assist in
determining whether it is more likely than not (meaning a likelihood of more than 50 percent) that the indefinite-
lived intangible asset is impaired. An organization may choose to bypass the qualitative assessment for any
indefinite-lived intangible asset in any period and proceed directly to calculating its fair value. The amendments
are effective for annual and interim impairment tests performed for fiscal years beginning after September 15,
2012. Early adoption was permitted. Agilent adopted this guidance for the year ended October 31, 2012. Based
on the quantitative test, we recorded an impairment of $1 million in 2013 and an impairment of $1 million in
2012, both relating to IPR&D projects that were abandoned. In all other instances we used the qualitative test and
concluded that it was more likely than not that all other indefinite-lived intangible assets were not impaired. No
impairments were recorded in 2011.
Advertising. Advertising costs are expensed as incurred and amounted to $44 million in 2013, $50
million in 2012 and $55 million in 2011.
Research and development. Costs related to research, design and development of our products are
charged to research and development expense as they are incurred.
Sales Taxes. Sales taxes collected from customers and remitted to governmental authorities are not
included in our revenue.
Net income per share. Basic net income per share is computed by dividing net income - the numerator -
by the weighted average number of common shares outstanding - the denominator - during the period excluding
the dilutive effect of stock options and other employee stock plans. Diluted net income per share gives effect to
all potentially dilutive common stock equivalents outstanding during the period. The dilutive effect of share-
based awards is reflected in diluted net income per share by application of the treasury stock method, which
includes consideration of unamortized share-based compensation expense, the tax benefits and shortfalls charged
to additional paid-in capital and the dilutive effect of in-the-money options and non-vested restricted stock units.
Under the treasury stock method, the amount the employee must pay for exercising stock options, unamortized
share-based compensation expense and tax benefits or shortfalls are assumed proceeds to be used to repurchase
hypothetical shares. See Note 6, "Net Income Per Share".
34
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Cash, cash equivalents and short term investments. We classify investments as cash equivalents if their
original or remaining maturity is three months or less at the date of purchase. Cash equivalents are stated at cost,
which approximates fair value.
As of October 31, 2013, approximately $2,552 million of our cash and cash equivalents is held outside of
the U.S. in our foreign subsidiaries. Under current tax laws, most of the cash could be repatriated to the U.S. but
it would be subject to U.S. federal and state income taxes, less applicable foreign tax credits. Our cash and cash
equivalents mainly consist of short term deposits held at major global financial institutions, institutional money
market funds, and similar short duration instruments with original maturities of 90 days or less. We continuously
monitor the creditworthiness of the financial institutions and institutional money market funds in which we
invest our funds.
We classify investments as short-term investments if their original maturities are greater than three months
and their remaining maturities are one year or less.
Fair Value of Financial Instruments. The carrying values of certain of our financial instruments
including cash and cash equivalents, accounts receivable, accounts payable, accrued compensation and other
accrued liabilities approximate fair value because of their short maturities. The fair value of long-term equity
investments is determined using quoted market prices for those securities when available. For those long-term
equity investments accounted for under the cost or equity method, their carrying value approximates their
estimated fair value. Equity method investments are reported at the amount of the company’s initial investment
and adjusted each period for the company’s share of the investee’s income or loss and dividend paid. The fair
value of our long-term debt, calculated from quoted prices which are primarily Level 1 inputs under the
accounting guidance fair value hierarchy, exceeds the carrying value by approximately $112 million and $210
million as of October 31, 2013 and 2012, respectively. The fair value of foreign currency contracts used for
hedging purposes is estimated internally by using inputs tied to active markets. These inputs, for example,
interest rate yield curves, foreign exchange rates, and forward and spot prices for currencies are observable in the
market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
See also Note 12, "Fair Value Measurements" for additional information on the fair value of financial
instruments.
Concentration of credit risk. Financial instruments that potentially subject Agilent to significant
concentration of credit risk include money market fund investments, time deposits and demand deposit balances.
These investments are categorized as cash and cash equivalents and long-term investments. In addition, Agilent
has credit risk from derivative financial instruments used in hedging activities and accounts receivable. We
invest in a variety of financial instruments and limit the amount of credit exposure with any one financial
institution. We have a comprehensive credit policy in place and credit exposure is monitored on an ongoing
basis.
Credit risk with respect to our accounts receivable is diversified due to the large number of entities
comprising our customer base and their dispersion across many different industries and geographies. Credit
evaluations are performed on customers requiring credit over a certain amount and we sell the majority of our
products through our direct sales force. Credit risk is mitigated through collateral such as letter of credit, bank
guarantees or payment terms like cash in advance. Credit evaluation is performed by an independent team to
ensure proper segregation of duties. No single customer accounted for more than 10 percent of combined
accounts receivable as of October 31, 2013, or 2012.
Derivative instruments. Agilent is exposed to global foreign currency exchange rate and interest rate
risks in the normal course of business. We enter into foreign exchange hedging contracts, primarily forward
contracts and purchased options and, in the past, interest rate swaps to manage financial exposures resulting from
changes in foreign currency exchange rates and interest rates. In the vast majority of cases, these contracts are
designated at inception as hedges of the related foreign currency or interest exposures. Foreign currency
exposures include committed and anticipated revenue and expense transactions and assets and liabilities that are
denominated in currencies other than the functional currency of the subsidiary. Interest rate exposures are
associated with the company's fixed-rate debt. For option contracts, we exclude time value from the
36
measurement of effectiveness. To qualify for hedge accounting, contracts must reduce the foreign currency
exchange rate and interest rate risk otherwise inherent in the amount and duration of the hedged exposures and
comply with established risk management policies; foreign exchange hedging contracts generally mature within
twelve months and interest rate swaps, if any, mature at the same time as the maturity of the debt. In order to
manage foreign currency exposures in a few limited jurisdictions we may enter into foreign exchange contracts
that do not qualify for hedge accounting. In such circumstances, the local foreign currency exposure is offset by
contracts owned by the parent company. We do not use derivative financial instruments for speculative trading
purposes.
All derivatives are recognized on the balance sheet at their fair values. For derivative instruments that are
designated and qualify as a fair value hedge, changes in value of the derivative are recognized in the consolidated
statement of operations in the current period, along with the offsetting gain or loss on the hedged item
attributable to the hedged risk. For derivative instruments that are designated and qualify as a cash flow hedges,
changes in the value of the effective portion of the derivative instrument is recognized in accumulated
comprehensive income, a component of stockholders' equity. Amounts associated with cash flow hedges are
reclassified and recognized in income when either the forecasted transaction occurs or it becomes probable the
forecasted transaction will not occur. Derivatives not designated as hedging instruments are recorded on the
balance sheet at their fair value and changes in the fair values are recorded in the income statement in the current
period. Derivative instruments are subject to master netting arrangements and qualify for net presentation in the
balance sheet. Changes in the fair value of the ineffective portion of derivative instruments are recognized in
earnings in the current period. Ineffectiveness in 2013, 2012 and 2011 was not material. Cash flows from
derivative instruments are classified in the statement of cash flows in the same category as the cash flows from
the hedged or economically hedged item, primarily in operating activities.
Property, plant and equipment. Property, plant and equipment are stated at cost less accumulated
depreciation. Additions, improvements and major renewals are capitalized; maintenance, repairs and minor
renewals are expensed as incurred. When assets are retired or disposed of, the assets and related accumulated
depreciation and amortization are removed from our general ledger, and the resulting gain or loss is reflected in
the consolidated statement of operations. Buildings and improvements are depreciated over the lesser of their
useful lives or the remaining term of the lease and machinery and equipment over three to ten years. We use the
straight-line method to depreciate assets.
Leases. We lease buildings, machinery and equipment under operating leases for original terms ranging
generally from one year to twenty years. Certain leases contain renewal options for periods up to six years. As of
October 31, 2013 our life sciences and diagnostics segment has approximately $4 million of lease receivables for
capital leases and $35 million of net assets for operating leases. We depreciate the assets related to the operating
leases over their estimated useful lives.
Capitalized software. We capitalize certain internal and external costs incurred to acquire or create
internal use software. Capitalized software is included in property, plant and equipment and is depreciated over
three to five years once development is complete.
Impairment of long-lived assets. We continually monitor events and changes in circumstances that could
indicate carrying amounts of long-lived assets, including intangible assets, may not be recoverable. When such
events or changes in circumstances occur, we assess the recoverability of long-lived assets by determining
whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If
the total of the undiscounted future cash flows is less than the carrying amount of those assets, we recognize an
impairment loss based on the excess of the carrying amount over the fair value of the assets.
Restructuring. The main component of our restructuring plan is related to workforce reductions.
Workforce reduction charges are accrued when payment of benefits becomes probable that the employees are
entitled to the severance and the amounts can be estimated. If the amounts and timing of cash flows from
restructuring activities are significantly different from what we have estimated, the actual amount of
restructuring and other related charges could be materially different, either higher or lower, than those we have
recorded.
Cash, cash equivalents and short term investments. We classify investments as cash equivalents if their
original or remaining maturity is three months or less at the date of purchase. Cash equivalents are stated at cost,
which approximates fair value.
As of October 31, 2013, approximately $2,552 million of our cash and cash equivalents is held outside of
the U.S. in our foreign subsidiaries. Under current tax laws, most of the cash could be repatriated to the U.S. but
it would be subject to U.S. federal and state income taxes, less applicable foreign tax credits. Our cash and cash
equivalents mainly consist of short term deposits held at major global financial institutions, institutional money
market funds, and similar short duration instruments with original maturities of 90 days or less. We continuously
monitor the creditworthiness of the financial institutions and institutional money market funds in which we
invest our funds.
We classify investments as short-term investments if their original maturities are greater than three months
and their remaining maturities are one year or less.
Fair Value of Financial Instruments. The carrying values of certain of our financial instruments
including cash and cash equivalents, accounts receivable, accounts payable, accrued compensation and other
accrued liabilities approximate fair value because of their short maturities. The fair value of long-term equity
investments is determined using quoted market prices for those securities when available. For those long-term
equity investments accounted for under the cost or equity method, their carrying value approximates their
estimated fair value. Equity method investments are reported at the amount of the company’s initial investment
and adjusted each period for the company’s share of the investee’s income or loss and dividend paid. The fair
value of our long-term debt, calculated from quoted prices which are primarily Level 1 inputs under the
accounting guidance fair value hierarchy, exceeds the carrying value by approximately $112 million and $210
million as of October 31, 2013 and 2012, respectively. The fair value of foreign currency contracts used for
hedging purposes is estimated internally by using inputs tied to active markets. These inputs, for example,
interest rate yield curves, foreign exchange rates, and forward and spot prices for currencies are observable in the
market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
See also Note 12, "Fair Value Measurements" for additional information on the fair value of financial
instruments.
basis.
Concentration of credit risk. Financial instruments that potentially subject Agilent to significant
concentration of credit risk include money market fund investments, time deposits and demand deposit balances.
These investments are categorized as cash and cash equivalents and long-term investments. In addition, Agilent
has credit risk from derivative financial instruments used in hedging activities and accounts receivable. We
invest in a variety of financial instruments and limit the amount of credit exposure with any one financial
institution. We have a comprehensive credit policy in place and credit exposure is monitored on an ongoing
Credit risk with respect to our accounts receivable is diversified due to the large number of entities
comprising our customer base and their dispersion across many different industries and geographies. Credit
evaluations are performed on customers requiring credit over a certain amount and we sell the majority of our
products through our direct sales force. Credit risk is mitigated through collateral such as letter of credit, bank
guarantees or payment terms like cash in advance. Credit evaluation is performed by an independent team to
ensure proper segregation of duties. No single customer accounted for more than 10 percent of combined
accounts receivable as of October 31, 2013, or 2012.
Derivative instruments. Agilent is exposed to global foreign currency exchange rate and interest rate
risks in the normal course of business. We enter into foreign exchange hedging contracts, primarily forward
contracts and purchased options and, in the past, interest rate swaps to manage financial exposures resulting from
changes in foreign currency exchange rates and interest rates. In the vast majority of cases, these contracts are
designated at inception as hedges of the related foreign currency or interest exposures. Foreign currency
exposures include committed and anticipated revenue and expense transactions and assets and liabilities that are
denominated in currencies other than the functional currency of the subsidiary. Interest rate exposures are
associated with the company's fixed-rate debt. For option contracts, we exclude time value from the
measurement of effectiveness. To qualify for hedge accounting, contracts must reduce the foreign currency
exchange rate and interest rate risk otherwise inherent in the amount and duration of the hedged exposures and
comply with established risk management policies; foreign exchange hedging contracts generally mature within
twelve months and interest rate swaps, if any, mature at the same time as the maturity of the debt. In order to
manage foreign currency exposures in a few limited jurisdictions we may enter into foreign exchange contracts
that do not qualify for hedge accounting. In such circumstances, the local foreign currency exposure is offset by
contracts owned by the parent company. We do not use derivative financial instruments for speculative trading
purposes.
All derivatives are recognized on the balance sheet at their fair values. For derivative instruments that are
designated and qualify as a fair value hedge, changes in value of the derivative are recognized in the consolidated
statement of operations in the current period, along with the offsetting gain or loss on the hedged item
attributable to the hedged risk. For derivative instruments that are designated and qualify as a cash flow hedges,
changes in the value of the effective portion of the derivative instrument is recognized in accumulated
comprehensive income, a component of stockholders' equity. Amounts associated with cash flow hedges are
reclassified and recognized in income when either the forecasted transaction occurs or it becomes probable the
forecasted transaction will not occur. Derivatives not designated as hedging instruments are recorded on the
balance sheet at their fair value and changes in the fair values are recorded in the income statement in the current
period. Derivative instruments are subject to master netting arrangements and qualify for net presentation in the
balance sheet. Changes in the fair value of the ineffective portion of derivative instruments are recognized in
earnings in the current period. Ineffectiveness in 2013, 2012 and 2011 was not material. Cash flows from
derivative instruments are classified in the statement of cash flows in the same category as the cash flows from
the hedged or economically hedged item, primarily in operating activities.
Property, plant and equipment. Property, plant and equipment are stated at cost less accumulated
depreciation. Additions, improvements and major renewals are capitalized; maintenance, repairs and minor
renewals are expensed as incurred. When assets are retired or disposed of, the assets and related accumulated
depreciation and amortization are removed from our general ledger, and the resulting gain or loss is reflected in
the consolidated statement of operations. Buildings and improvements are depreciated over the lesser of their
useful lives or the remaining term of the lease and machinery and equipment over three to ten years. We use the
straight-line method to depreciate assets.
Leases. We lease buildings, machinery and equipment under operating leases for original terms ranging
generally from one year to twenty years. Certain leases contain renewal options for periods up to six years. As of
October 31, 2013 our life sciences and diagnostics segment has approximately $4 million of lease receivables for
capital leases and $35 million of net assets for operating leases. We depreciate the assets related to the operating
leases over their estimated useful lives.
Capitalized software. We capitalize certain internal and external costs incurred to acquire or create
internal use software. Capitalized software is included in property, plant and equipment and is depreciated over
three to five years once development is complete.
Impairment of long-lived assets. We continually monitor events and changes in circumstances that could
indicate carrying amounts of long-lived assets, including intangible assets, may not be recoverable. When such
events or changes in circumstances occur, we assess the recoverability of long-lived assets by determining
whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If
the total of the undiscounted future cash flows is less than the carrying amount of those assets, we recognize an
impairment loss based on the excess of the carrying amount over the fair value of the assets.
Restructuring. The main component of our restructuring plan is related to workforce reductions.
Workforce reduction charges are accrued when payment of benefits becomes probable that the employees are
entitled to the severance and the amounts can be estimated. If the amounts and timing of cash flows from
restructuring activities are significantly different from what we have estimated, the actual amount of
restructuring and other related charges could be materially different, either higher or lower, than those we have
recorded.
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Employee compensation and benefits. Amounts owed to employees, such as accrued salary, bonuses and
vacation benefits are accounted for within employee compensation and benefits. The total amount of accrued
vacation benefit was $158 million and $156 million as of October 31, 2013, and 2012, respectively.
Foreign currency translation. We translate and remeasure balance sheet and income statement items
into U.S. dollars. For those subsidiaries that operate in a local currency functional environment, all assets and
liabilities are translated into U.S. dollars using current exchange rates at the balance sheet date; revenue and
expenses are translated using monthly exchange rates which approximate to average exchange rates in effect
during each period. Resulting translation adjustments are reported as a separate component of accumulated other
comprehensive income (loss) in stockholders' equity.
For those subsidiaries that operate in a U.S. dollar functional environment, foreign currency assets and
liabilities are remeasured into U.S. dollars at current exchange rates except for nonmonetary assets and capital
accounts which are remeasured at historical exchange rates. Revenue and expenses are generally remeasured at
monthly exchange rates which approximate average exchange rates in effect during each period. Gains or losses
from foreign currency remeasurement are included in consolidated net income. Net gains or losses resulting from
foreign currency transactions, including hedging gains and losses, are reported in other income (expense), net
and was $6 million loss for fiscal year 2013, $19 million loss for 2012 and $1 million loss for 2011,
respectively. The loss recorded for fiscal year 2012 includes $14 million of loss associated with the settlement of
currency contracts entered into for the purchase of Dako.
2. New Accounting Pronouncements
In June 2011, the FASB issued guidance related to the presentation of comprehensive income. The
guidance aims to improve the comparability, consistency, and transparency of financial reporting and to increase
the prominence of items reported in other comprehensive income. The guidance is effective for fiscal years, and
interim periods within those years, beginning after December 15, 2011. In the first quarter of 2013, we adopted
the updated authoritative guidance that increases the prominence of items reported in other comprehensive
income. The updated authoritative guidance eliminates the option to present components of other comprehensive
income as part of the statement of changes in equity and requires that changes in other comprehensive income be
presented either as a single continuous statement of comprehensive income or in two but consecutive statements.
The adoption of the updated authoritative guidance did impact the presentation of comprehensive income, as we
have elected to present two separate but consecutive statements, but did not have an impact on our financial
position or results of operations.
In December 2011, the FASB issued guidance related to the enhanced disclosures that will enable the
users of financial statements to evaluate the effect or potential effect of netting arrangements of an entity's
financial position. The amendments require improved information about financial instruments and derivative
instruments that are either offset or subject to enforceable master netting arrangements or similar agreement. The
guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods
within those annual periods. We do not expect a material impact to our consolidated financial statements due to
the adoption of this guidance.
In February 2013, the FASB issued the guidance for reporting of amounts reclassified out of accumulated
other comprehensive income. The revised guidance requires reporting the effect of significant reclassifications
out of accumulated other comprehensive income on the respective line items in net income if the amount being
reclassified is required to be reclassified in its entirety to net income. For other amounts that are not required to
be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference
other disclosures that provide additional detail about these amounts. The amendments do not change the current
requirements for reporting net income or other comprehensive income in financial statements. The guidance is
effective prospectively for annual reporting periods beginning after December 15, 2012 and interim periods
within those years. Early adoption is permitted. We do not expect a material impact to our consolidated financial
statements due to the adoption of this guidance.
In March 2013, the FASB issued an amendment to the accounting guidance on foreign currency matters in
order to clarify the guidance for the release of cumulative translation adjustment. The guidance requires that a
38
parent deconsolidate a subsidiary or derecognize a group of assets that is a nonprofit activity or a business (other
than a sale of in substance real estate or conveyance of oil and gas mineral rights) if the parent ceases to have a
controlling financial interest in that group of assets. The guidance is effective for interim and annual periods
beginning on or after December 15, 2013. We do not expect a material impact to our consolidated financial
statements due to the adoption of this guidance.
In July 2013, the FASB issued an amendment to the accounting guidance related to the financial statement
presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss or a tax
credit carryforward exists. The guidance requires an unrecognized tax benefit to be presented as a decrease in a
deferred tax asset where a net operating loss, a similar tax loss, or a tax credit carryforward exists and certain
criteria are met. This guidance is effective prospectively for annual and interim reporting periods beginning after
December 15, 2013 and is consistent with our current practice.
Other amendments to GAAP in the U.S. that have been issued by the FASB or other standards-setting
bodies that do not require adoption until a future date are not expected to have a material impact on our
consolidated financial statements upon adoption.
3. Acquisitions
Acquisition of Dako
On June 21, 2012, we completed the acquisition of Dako through the acquisition of 100% of share capital
of Dako, a limited liability company incorporated under the laws of Denmark, under the share purchase
agreement, dated May 16, 2012. As a result of the acquisition, Dako has become a wholly-owned subsidiary of
Agilent. Accordingly, the results of Dako are included in Agilent's consolidated financial statements from the
date of the acquisition. For the period from June 22, 2012 to October 31, 2012, Dako's net revenue was $126
million and net loss was $37 million. The acquisition of Dako and its portfolio is another step to increase our
growth in several rapidly expanding areas of diagnostics, including anatomic pathology and molecular
diagnostics, as well as strengthen our existing offerings with a focus on product development to help in the fight
against cancer.
The consideration paid was approximately $2,143 million, of which $1,400 million was paid directly to
the seller and $743 million was paid to satisfy outstanding debt. Agilent funded the acquisition using existing
cash. In connection with the acquisition of Dako, Agilent entered into several foreign currency forward contracts
to mitigate the currency exchange risk associated with the payment of the purchase price in Danish Krone and
the repayment of debt in multiple currencies. The aggregate notional amount of the currencies hedged was $1.7
billion. These foreign exchange contracts did not qualify for hedge accounting treatment and were not designated
as hedging instruments. The resulting loss on settlement, on the date of acquisition, was $14 million and was
recorded in other income (expense) in the consolidated statement of operations for the year ended October 31,
2012.
The Dako acquisition was accounted for in accordance with the authoritative accounting guidance. The
acquired assets and assumed liabilities were recorded by Agilent at their estimated fair values. Agilent
determined the estimated fair values with the assistance of appraisals or valuations performed by third party
specialists, discounted cash flow analyses, and estimates made by management. We expect to realize revenue
synergies, leverage and expand the existing sales channels and product development resources, and utilize the
assembled workforce. The company also anticipates opportunities for growth through expanded geographic and
customer segment diversity and the ability to leverage additional products and capabilities. These factors, among
others, contributed to a purchase price in excess of the estimated fair value of Dako's net identifiable assets
acquired (see summary of net assets below), and, as a result, we have recorded goodwill in connection with this
transaction.
All goodwill was allocated to the life sciences and diagnostics segment. We do not expect the goodwill
recognized to be deductible for income tax purposes. Any impairment charges made in the future associated with
goodwill will not be tax deductible.
Employee compensation and benefits. Amounts owed to employees, such as accrued salary, bonuses and
vacation benefits are accounted for within employee compensation and benefits. The total amount of accrued
vacation benefit was $158 million and $156 million as of October 31, 2013, and 2012, respectively.
Foreign currency translation. We translate and remeasure balance sheet and income statement items
into U.S. dollars. For those subsidiaries that operate in a local currency functional environment, all assets and
liabilities are translated into U.S. dollars using current exchange rates at the balance sheet date; revenue and
expenses are translated using monthly exchange rates which approximate to average exchange rates in effect
during each period. Resulting translation adjustments are reported as a separate component of accumulated other
comprehensive income (loss) in stockholders' equity.
For those subsidiaries that operate in a U.S. dollar functional environment, foreign currency assets and
liabilities are remeasured into U.S. dollars at current exchange rates except for nonmonetary assets and capital
accounts which are remeasured at historical exchange rates. Revenue and expenses are generally remeasured at
monthly exchange rates which approximate average exchange rates in effect during each period. Gains or losses
from foreign currency remeasurement are included in consolidated net income. Net gains or losses resulting from
foreign currency transactions, including hedging gains and losses, are reported in other income (expense), net
and was $6 million loss for fiscal year 2013, $19 million loss for 2012 and $1 million loss for 2011,
respectively. The loss recorded for fiscal year 2012 includes $14 million of loss associated with the settlement of
currency contracts entered into for the purchase of Dako.
2. New Accounting Pronouncements
In June 2011, the FASB issued guidance related to the presentation of comprehensive income. The
guidance aims to improve the comparability, consistency, and transparency of financial reporting and to increase
the prominence of items reported in other comprehensive income. The guidance is effective for fiscal years, and
interim periods within those years, beginning after December 15, 2011. In the first quarter of 2013, we adopted
the updated authoritative guidance that increases the prominence of items reported in other comprehensive
income. The updated authoritative guidance eliminates the option to present components of other comprehensive
income as part of the statement of changes in equity and requires that changes in other comprehensive income be
presented either as a single continuous statement of comprehensive income or in two but consecutive statements.
The adoption of the updated authoritative guidance did impact the presentation of comprehensive income, as we
have elected to present two separate but consecutive statements, but did not have an impact on our financial
position or results of operations.
In December 2011, the FASB issued guidance related to the enhanced disclosures that will enable the
users of financial statements to evaluate the effect or potential effect of netting arrangements of an entity's
financial position. The amendments require improved information about financial instruments and derivative
instruments that are either offset or subject to enforceable master netting arrangements or similar agreement. The
guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods
within those annual periods. We do not expect a material impact to our consolidated financial statements due to
the adoption of this guidance.
In February 2013, the FASB issued the guidance for reporting of amounts reclassified out of accumulated
other comprehensive income. The revised guidance requires reporting the effect of significant reclassifications
out of accumulated other comprehensive income on the respective line items in net income if the amount being
reclassified is required to be reclassified in its entirety to net income. For other amounts that are not required to
be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference
other disclosures that provide additional detail about these amounts. The amendments do not change the current
requirements for reporting net income or other comprehensive income in financial statements. The guidance is
effective prospectively for annual reporting periods beginning after December 15, 2012 and interim periods
within those years. Early adoption is permitted. We do not expect a material impact to our consolidated financial
statements due to the adoption of this guidance.
In March 2013, the FASB issued an amendment to the accounting guidance on foreign currency matters in
order to clarify the guidance for the release of cumulative translation adjustment. The guidance requires that a
parent deconsolidate a subsidiary or derecognize a group of assets that is a nonprofit activity or a business (other
than a sale of in substance real estate or conveyance of oil and gas mineral rights) if the parent ceases to have a
controlling financial interest in that group of assets. The guidance is effective for interim and annual periods
beginning on or after December 15, 2013. We do not expect a material impact to our consolidated financial
statements due to the adoption of this guidance.
In July 2013, the FASB issued an amendment to the accounting guidance related to the financial statement
presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss or a tax
credit carryforward exists. The guidance requires an unrecognized tax benefit to be presented as a decrease in a
deferred tax asset where a net operating loss, a similar tax loss, or a tax credit carryforward exists and certain
criteria are met. This guidance is effective prospectively for annual and interim reporting periods beginning after
December 15, 2013 and is consistent with our current practice.
Other amendments to GAAP in the U.S. that have been issued by the FASB or other standards-setting
bodies that do not require adoption until a future date are not expected to have a material impact on our
consolidated financial statements upon adoption.
3. Acquisitions
Acquisition of Dako
On June 21, 2012, we completed the acquisition of Dako through the acquisition of 100% of share capital
of Dako, a limited liability company incorporated under the laws of Denmark, under the share purchase
agreement, dated May 16, 2012. As a result of the acquisition, Dako has become a wholly-owned subsidiary of
Agilent. Accordingly, the results of Dako are included in Agilent's consolidated financial statements from the
date of the acquisition. For the period from June 22, 2012 to October 31, 2012, Dako's net revenue was $126
million and net loss was $37 million. The acquisition of Dako and its portfolio is another step to increase our
growth in several rapidly expanding areas of diagnostics, including anatomic pathology and molecular
diagnostics, as well as strengthen our existing offerings with a focus on product development to help in the fight
against cancer.
The consideration paid was approximately $2,143 million, of which $1,400 million was paid directly to
the seller and $743 million was paid to satisfy outstanding debt. Agilent funded the acquisition using existing
cash. In connection with the acquisition of Dako, Agilent entered into several foreign currency forward contracts
to mitigate the currency exchange risk associated with the payment of the purchase price in Danish Krone and
the repayment of debt in multiple currencies. The aggregate notional amount of the currencies hedged was $1.7
billion. These foreign exchange contracts did not qualify for hedge accounting treatment and were not designated
as hedging instruments. The resulting loss on settlement, on the date of acquisition, was $14 million and was
recorded in other income (expense) in the consolidated statement of operations for the year ended October 31,
2012.
The Dako acquisition was accounted for in accordance with the authoritative accounting guidance. The
acquired assets and assumed liabilities were recorded by Agilent at their estimated fair values. Agilent
determined the estimated fair values with the assistance of appraisals or valuations performed by third party
specialists, discounted cash flow analyses, and estimates made by management. We expect to realize revenue
synergies, leverage and expand the existing sales channels and product development resources, and utilize the
assembled workforce. The company also anticipates opportunities for growth through expanded geographic and
customer segment diversity and the ability to leverage additional products and capabilities. These factors, among
others, contributed to a purchase price in excess of the estimated fair value of Dako's net identifiable assets
acquired (see summary of net assets below), and, as a result, we have recorded goodwill in connection with this
transaction.
All goodwill was allocated to the life sciences and diagnostics segment. We do not expect the goodwill
recognized to be deductible for income tax purposes. Any impairment charges made in the future associated with
goodwill will not be tax deductible.
38
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A portion of the overall purchase price was allocated to acquired intangible assets. Amortization expense
associated with acquired intangible assets is not deductible for tax purposes. Therefore, approximately $185
million was established as a deferred tax liability for the future amortization of these intangibles and is included
in "other long-term liabilities" in the table below.
The following table summarizes the allocation of the purchase price to the estimated fair values of the
assets acquired and liabilities assumed on the closing date of June 21, 2012 (in millions):
Cash and cash equivalents
Accounts receivable
Inventories
Other current assets
Property, plant and equipment
Long term investments
Intangible assets
Other assets
Goodwill
Total assets acquired
Accounts payable
Employee compensation and benefits
Other accrued liabilities
Long-term debt
Other long-term liabilities
Net assets acquired
$
11
96
90
5
146
11
738
13
1,382
2,492
(24)
(24)
(47)
(43)
(211)
$ 2,143
The fair value of cash and cash equivalents, accounts receivable, other current assets, accounts payable
and other accrued liabilities were generally determined using historical carrying values given the short-term
nature of these assets and liabilities.
The fair values for acquired inventory, property, plant and equipment, and intangible assets were
determined with the input from third party valuation specialists.
The fair values of certain other assets, investments, long-term debt, and certain other long-term liabilities
were determined internally using historical carrying values and estimates made by management.
40
Valuations of intangible assets acquired
The components of intangible assets acquired in connection with the Dako acquisition were as follows (in
millions):
Developed product technology
Customer relationships
Tradenames and trademarks
Total intangible assets subject to amortization
In-process research and development
Total intangible assets
Estimated
Useful Life
8 - 9 years
4 years
12 years
Fair Value
$
$
287
140
128
555
183
738
As noted above, the intangible assets, including in-process research and development, were valued with
input from valuation specialists. The In-Process Research and Development was valued using the multi-period
excess earnings method under the income approach by discounting forecasted cash flows directly related to the
products expecting to result from the projects, net of returns on contributory assets. The primary in-process
project acquired relates to a major new product platform which was released and amortization began in the
second quarter of fiscal 2013. See also Note 10, "Goodwill and other Intangible assets" for additional
information. Total costs to complete for all Dako In- Process Research and Development were estimated at
approximately $49 million over time as of the close date.
Acquisition and integration costs directly related to the Dako acquisition totaled $15 million and $15
million for the years ended October 31, 2013 and 2012, respectively and were recorded in selling, general and
administrative expenses. Such costs are expensed in accordance with the authoritative accounting guidance.
The following represents pro forma operating results as if Dako had been included in the company's
consolidated statements of operations as of the beginning of fiscal 2011(in millions, except per share amounts):
Net revenue
Net income
Net income per share — basic
Net income per share — diluted
2012
2011
7,100
1,145
3.29
3.24
$
$
$
$
6,976
909
2.62
2.56
$
$
$
$
The pro forma financial information assumes that the companies were combined as of November 1, 2010
and include business combination accounting effects from the acquisition including amortization charges from
acquired intangible assets, the impact on cost of sales due to the respective estimated fair value adjustments to
inventory, changes to interest income for cash used in the acquisition, interest expense and currency losses
associated with debt paid in connection with the acquisition and acquisition related transaction costs and tax
related effects. The pro forma information as presented above is for informational purposes only and is not
indicative of the results of operations that would have been achieved if the acquisition had taken place at the
beginning of fiscal 2011.
The unaudited pro forma financial information for the year ended October 31, 2012 combines the
historical results of Agilent for the year ended October 31, 2012 (which includes Dako after the acquisition date)
and for Dako for the six months ended March 31, 2012 and the two months ended May 31, 2012.
The unaudited pro forma financial information for the year ended October 31, 2011 combines the
historical results of Agilent for the year ended October 31, 2011 and for Dako the year ended December 31, 2011
(due to differences in reporting periods).
A portion of the overall purchase price was allocated to acquired intangible assets. Amortization expense
associated with acquired intangible assets is not deductible for tax purposes. Therefore, approximately $185
million was established as a deferred tax liability for the future amortization of these intangibles and is included
in "other long-term liabilities" in the table below.
The following table summarizes the allocation of the purchase price to the estimated fair values of the
assets acquired and liabilities assumed on the closing date of June 21, 2012 (in millions):
Cash and cash equivalents
Accounts receivable
Inventories
Other current assets
Property, plant and equipment
Long term investments
Intangible assets
Other assets
Goodwill
Total assets acquired
Accounts payable
Employee compensation and benefits
Other accrued liabilities
Long-term debt
Other long-term liabilities
Net assets acquired
$
11
96
90
5
146
11
738
13
1,382
2,492
(24)
(24)
(47)
(43)
(211)
$ 2,143
The fair value of cash and cash equivalents, accounts receivable, other current assets, accounts payable
and other accrued liabilities were generally determined using historical carrying values given the short-term
nature of these assets and liabilities.
The fair values for acquired inventory, property, plant and equipment, and intangible assets were
determined with the input from third party valuation specialists.
The fair values of certain other assets, investments, long-term debt, and certain other long-term liabilities
were determined internally using historical carrying values and estimates made by management.
Valuations of intangible assets acquired
The components of intangible assets acquired in connection with the Dako acquisition were as follows (in
millions):
Developed product technology
Customer relationships
Tradenames and trademarks
Total intangible assets subject to amortization
In-process research and development
Total intangible assets
Estimated
Useful Life
8 - 9 years
4 years
12 years
Fair Value
287
140
128
555
183
738
$
$
As noted above, the intangible assets, including in-process research and development, were valued with
input from valuation specialists. The In-Process Research and Development was valued using the multi-period
excess earnings method under the income approach by discounting forecasted cash flows directly related to the
products expecting to result from the projects, net of returns on contributory assets. The primary in-process
project acquired relates to a major new product platform which was released and amortization began in the
second quarter of fiscal 2013. See also Note 10, "Goodwill and other Intangible assets" for additional
information. Total costs to complete for all Dako In- Process Research and Development were estimated at
approximately $49 million over time as of the close date.
Acquisition and integration costs directly related to the Dako acquisition totaled $15 million and $15
million for the years ended October 31, 2013 and 2012, respectively and were recorded in selling, general and
administrative expenses. Such costs are expensed in accordance with the authoritative accounting guidance.
The following represents pro forma operating results as if Dako had been included in the company's
consolidated statements of operations as of the beginning of fiscal 2011(in millions, except per share amounts):
Net revenue
Net income
Net income per share — basic
Net income per share — diluted
2012
2011
7,100
1,145
3.29
3.24
$
$
$
$
6,976
909
2.62
2.56
$
$
$
$
The pro forma financial information assumes that the companies were combined as of November 1, 2010
and include business combination accounting effects from the acquisition including amortization charges from
acquired intangible assets, the impact on cost of sales due to the respective estimated fair value adjustments to
inventory, changes to interest income for cash used in the acquisition, interest expense and currency losses
associated with debt paid in connection with the acquisition and acquisition related transaction costs and tax
related effects. The pro forma information as presented above is for informational purposes only and is not
indicative of the results of operations that would have been achieved if the acquisition had taken place at the
beginning of fiscal 2011.
The unaudited pro forma financial information for the year ended October 31, 2012 combines the
historical results of Agilent for the year ended October 31, 2012 (which includes Dako after the acquisition date)
and for Dako for the six months ended March 31, 2012 and the two months ended May 31, 2012.
The unaudited pro forma financial information for the year ended October 31, 2011 combines the
historical results of Agilent for the year ended October 31, 2011 and for Dako the year ended December 31, 2011
(due to differences in reporting periods).
40
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The unaudited pro financial information for the years ended October 31, 2012 and 2011 includes the
fourth quarter of Dako's calendar reporting period, October 1, 2011 to December 31, 2011, in both years.
grant.
4. Share-based Compensation
Agilent accounts for share-based awards in accordance with the provisions of the revised accounting
guidance which requires the measurement and recognition of compensation expense for all share-based payment
awards made to our employees and directors including employee stock option awards, restricted stock units,
employee stock purchases made under our ESPP and performance share awards granted to selected members of
our senior management under the LTPP based on estimated fair values.
Description of Share-Based Plans
The impact on our results for share-based compensation was as follows:
Employee stock purchase plan. Effective November 1, 2000, we adopted the ESPP. The ESPP allows
eligible employees to contribute up to ten percent of their base compensation to purchase shares of our common
stock at 85 percent of the closing market price at purchase date. Shares authorized for issuance in connection
with the ESPP are subject to an automatic annual increase of the lesser of one percent of the outstanding shares
of common stock of Agilent on November 1, or an amount determined by the Compensation Committee of our
Board of Directors. Under the terms of the ESPP, in no event shall the number of shares issued under the ESPP
exceed 75 million shares.
Under our ESPP, employees purchased 1,454,724 shares for $48 million in 2013, 1,405,774 shares for $47
million in 2012 and 1,205,431 shares for $43 million in 2011. As of October 31, 2013, the number of shares of
common stock authorized and available for issuance under our ESPP was 37,709,692. This excludes the number
of shares of common stock to be issued to participants in consideration of the aggregate participant contributions
totaling $23 million as of October 31, 2013.
Incentive compensation plans. On November 19, 2008 and March 11, 2009, the Compensation
Committee of Board of Directors and the stockholders, respectively, approved the Agilent Technologies, Inc.
2009 Stock Plan (the "2009 Stock Plan") to replace the Company's 1999 Stock Plan and 1999 Stock Non-
Employee Director Stock Plan and subsequently reserved 25 million shares of Company common stock that may
be issued under the 2009 Plan, plus any shares forfeited or cancelled under the 1999 Stock Plan. The 2009 Stock
Plan provides for the grant of awards in the form of stock options, stock appreciation rights ("SARs"), restricted
stock, restricted stock units ("RSUs"), performance shares and performance units with performance-based
conditions on vesting or exercisability, and cash awards. The 2009 Plan has a term of ten years. As of
October 31, 2013, 12,522,185 shares were available for future awards under the 2009 Stock Plan.
Stock options granted under the 2009 Stock Plans may be either "incentive stock options", as defined in
Section 422 of the Internal Revenue Code, or non-statutory. Options generally vest at a rate of 25 percent per
year over a period of four years from the date of grant and generally have a maximum contractual term of ten
years. The exercise price for stock options is generally not less than 100 percent of the fair market value of our
common stock on the date the stock award is granted.
Effective November 1, 2003, the Compensation Committee of the Board of Directors approved the LTPP,
which is a performance stock award program administered under the 2009 Stock Plan, for the company's
executive officers and other key employees. Participants in this program are entitled to receive unrestricted
shares of the company's stock after the end of a three-year period, if specified performance targets are met. LTPP
awards are generally designed to meet the criteria of a performance award with the performance metrics and peer
group comparison set at the beginning of the performance period. Based on the performance metrics the final
award may vary from zero to 200 percent of the target award. The maximum contractual term for awards under
the LTPP program is three years. We consider the dilutive impact of this program in our diluted net income per
share calculation only to the extent that the performance conditions are met.
In March 2007, we began to issue restricted stock units under our share-based plans. The estimated fair
value of the restricted stock unit awards granted under the Stock Plans is determined based on the market price of
42
Agilent's common stock on the date of grant adjusted for expected dividend yield. Restricted stock units
generally vest, with some exceptions, at a rate of 25 percent per year over a period of four years from the date of
Impact of Share-based Compensation Awards
We have recognized compensation expense based on the estimated grant date fair value method under the
authoritative guidance. For all share-based awards we have recognized compensation expense using a straight-
line amortization method. As the guidance requires that share-based compensation expense be based on awards
that are ultimately expected to vest, estimated share-based compensation has been reduced for estimated
forfeitures.
Cost of products and services
Research and development
Selling, general and administrative
Total share-based compensation expense
Years Ended October 31,
2013
2011
2012
(in millions)
$
$
20
12
56
88
$
$
16
10
50
76
$
$
16
10
47
73
At October 31, 2013 and 2012 there was no share-based compensation capitalized within inventory. The
windfall income tax benefit realized from the exercised stock options and similar awards recognized was $2
million in 2013 and zero in 2012 and 2011, respectively. The weighted average grant date fair value of options,
granted in 2013, 2012 and 2011 was $12.18, $13.69 and $12.48 per share, respectively.
Included in the 2013 expense is incremental expense for acceleration of share-based compensation related
to the announced workforce reduction plan of $3 million. In 2012 and 2011 the expense for the acceleration of
share-based compensation related to the announced workforce reduction plan was immaterial. Upon termination
of the employees impacted by workforce reduction, the non-vested Agilent awards held by these employees
immediately vests. Employees have a period of up to three months in which to exercise the Agilent options
before such options are cancelled.
Valuation Assumptions
For all periods presented, the fair value of share based awards for employee stock option awards was
estimated using the Black-Scholes option pricing model. For all periods presented, shares granted under the
LTPP were valued using a Monte Carlo simulation. The estimated fair value of restricted stock unit awards was
determined based on the market price of Agilent's common stock on the date of grant adjusted for expected
dividend yield. On January 17, 2012, the company's Board of Directors approved the initiation of quarterly cash
dividends to the company's shareholders. The fair value of all the awards granted prior to the declaration of
quarterly cash dividend was measured based on an expected dividend yield of 0%. The ESPP allows eligible
employees to purchase shares of our common stock at 85 percent of the fair market value at the purchase date.
Description of Share-Based Plans
The impact on our results for share-based compensation was as follows:
Agilent's common stock on the date of grant adjusted for expected dividend yield. Restricted stock units
generally vest, with some exceptions, at a rate of 25 percent per year over a period of four years from the date of
grant.
Impact of Share-based Compensation Awards
We have recognized compensation expense based on the estimated grant date fair value method under the
authoritative guidance. For all share-based awards we have recognized compensation expense using a straight-
line amortization method. As the guidance requires that share-based compensation expense be based on awards
that are ultimately expected to vest, estimated share-based compensation has been reduced for estimated
forfeitures.
Cost of products and services
Research and development
Selling, general and administrative
Total share-based compensation expense
2013
Years Ended October 31,
2012
(in millions)
16
10
50
76
$
$
$
$
20
12
56
88
$
$
2011
16
10
47
73
At October 31, 2013 and 2012 there was no share-based compensation capitalized within inventory. The
windfall income tax benefit realized from the exercised stock options and similar awards recognized was $2
million in 2013 and zero in 2012 and 2011, respectively. The weighted average grant date fair value of options,
granted in 2013, 2012 and 2011 was $12.18, $13.69 and $12.48 per share, respectively.
Included in the 2013 expense is incremental expense for acceleration of share-based compensation related
to the announced workforce reduction plan of $3 million. In 2012 and 2011 the expense for the acceleration of
share-based compensation related to the announced workforce reduction plan was immaterial. Upon termination
of the employees impacted by workforce reduction, the non-vested Agilent awards held by these employees
immediately vests. Employees have a period of up to three months in which to exercise the Agilent options
before such options are cancelled.
Valuation Assumptions
For all periods presented, the fair value of share based awards for employee stock option awards was
estimated using the Black-Scholes option pricing model. For all periods presented, shares granted under the
LTPP were valued using a Monte Carlo simulation. The estimated fair value of restricted stock unit awards was
determined based on the market price of Agilent's common stock on the date of grant adjusted for expected
dividend yield. On January 17, 2012, the company's Board of Directors approved the initiation of quarterly cash
dividends to the company's shareholders. The fair value of all the awards granted prior to the declaration of
quarterly cash dividend was measured based on an expected dividend yield of 0%. The ESPP allows eligible
employees to purchase shares of our common stock at 85 percent of the fair market value at the purchase date.
The unaudited pro financial information for the years ended October 31, 2012 and 2011 includes the
fourth quarter of Dako's calendar reporting period, October 1, 2011 to December 31, 2011, in both years.
4. Share-based Compensation
Agilent accounts for share-based awards in accordance with the provisions of the revised accounting
guidance which requires the measurement and recognition of compensation expense for all share-based payment
awards made to our employees and directors including employee stock option awards, restricted stock units,
employee stock purchases made under our ESPP and performance share awards granted to selected members of
our senior management under the LTPP based on estimated fair values.
Employee stock purchase plan. Effective November 1, 2000, we adopted the ESPP. The ESPP allows
eligible employees to contribute up to ten percent of their base compensation to purchase shares of our common
stock at 85 percent of the closing market price at purchase date. Shares authorized for issuance in connection
with the ESPP are subject to an automatic annual increase of the lesser of one percent of the outstanding shares
of common stock of Agilent on November 1, or an amount determined by the Compensation Committee of our
Board of Directors. Under the terms of the ESPP, in no event shall the number of shares issued under the ESPP
exceed 75 million shares.
Under our ESPP, employees purchased 1,454,724 shares for $48 million in 2013, 1,405,774 shares for $47
million in 2012 and 1,205,431 shares for $43 million in 2011. As of October 31, 2013, the number of shares of
common stock authorized and available for issuance under our ESPP was 37,709,692. This excludes the number
of shares of common stock to be issued to participants in consideration of the aggregate participant contributions
totaling $23 million as of October 31, 2013.
Incentive compensation plans. On November 19, 2008 and March 11, 2009, the Compensation
Committee of Board of Directors and the stockholders, respectively, approved the Agilent Technologies, Inc.
2009 Stock Plan (the "2009 Stock Plan") to replace the Company's 1999 Stock Plan and 1999 Stock Non-
Employee Director Stock Plan and subsequently reserved 25 million shares of Company common stock that may
be issued under the 2009 Plan, plus any shares forfeited or cancelled under the 1999 Stock Plan. The 2009 Stock
Plan provides for the grant of awards in the form of stock options, stock appreciation rights ("SARs"), restricted
stock, restricted stock units ("RSUs"), performance shares and performance units with performance-based
conditions on vesting or exercisability, and cash awards. The 2009 Plan has a term of ten years. As of
October 31, 2013, 12,522,185 shares were available for future awards under the 2009 Stock Plan.
Stock options granted under the 2009 Stock Plans may be either "incentive stock options", as defined in
Section 422 of the Internal Revenue Code, or non-statutory. Options generally vest at a rate of 25 percent per
year over a period of four years from the date of grant and generally have a maximum contractual term of ten
years. The exercise price for stock options is generally not less than 100 percent of the fair market value of our
common stock on the date the stock award is granted.
Effective November 1, 2003, the Compensation Committee of the Board of Directors approved the LTPP,
which is a performance stock award program administered under the 2009 Stock Plan, for the company's
executive officers and other key employees. Participants in this program are entitled to receive unrestricted
shares of the company's stock after the end of a three-year period, if specified performance targets are met. LTPP
awards are generally designed to meet the criteria of a performance award with the performance metrics and peer
group comparison set at the beginning of the performance period. Based on the performance metrics the final
award may vary from zero to 200 percent of the target award. The maximum contractual term for awards under
the LTPP program is three years. We consider the dilutive impact of this program in our diluted net income per
share calculation only to the extent that the performance conditions are met.
In March 2007, we began to issue restricted stock units under our share-based plans. The estimated fair
value of the restricted stock unit awards granted under the Stock Plans is determined based on the market price of
42
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A
The following assumptions were used to estimate the fair value of employee stock options and LTPP
grants.
The options outstanding and exercisable for equity share-based payment awards at October 31, 2013 were as
follows:
Range of
Number
Exercise Prices
Outstanding
Aggregate
Intrinsic
Value
Number
Exercisable
Options Outstanding
Weighted
Average
Remaining
Contractual
Life
Weighted
Average
Exercise
Price
$0 - 25
$25.01 - 30
$30.01 - 40
$40.01 & over
1,507
1,051
7,045
6
9,609
2.4
5.9
5.6
8.4
5.1
$
$
$
$
$
20
29
35
45
32
$
$
45,750
22,418
112,829
33
181,030
1,507
691
3,870
1
6,069
Options Exercisable
Weighted
Average
Remaining
Contractual
Life
Weighted
Average
Exercise
Price
Aggregate
Intrinsic
Value
45,750
14,727
66,448
8
$
126,933
2.4
5.8
3.4
8.4
3.4
$
$
$
$
$
$
20
29
34
45
30
(in thousands)
(in years)
(in thousands)
(in thousands)
(in years)
(in thousands)
The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value, based on the
company's closing stock price of $50.76 at October 31, 2013, which would have been received by award holders had
all award holders exercised their awards that were in-the-money as of that date. The total number of in-the-money
awards exercisable at October 31, 2013 was approximately 6 million.
The following table summarizes the aggregate intrinsic value of options exercised and the fair value of options
granted in 2013, 2012 and 2011:
Black-Scholes per share value of options granted during fiscal 2011
Options exercised in fiscal 2011
Options exercised in fiscal 2012
Options exercised in fiscal 2013
Black-Scholes per share value of options granted during fiscal 2012
Black-Scholes per share value of options granted during fiscal 2013
Aggregate
Intrinsic Value
(in thousands)
164,738
$
$
$
38,188
71,499
$
$
$
Weighted
Average
Exercise
Price
Per Share Value
Using
Black-Scholes
Model
27
23
28
$
$
$
12
14
12
As of October 31, 2013, the unrecognized share-based compensation costs for outstanding stock option
awards, net of expected forfeitures, was approximately $13 million which is expected to be amortized over a
weighted average period of 2.2 years. The amount of cash received from the exercise of share-based awards granted
was $161 million in 2013, $100 million in 2012 and $304 million in 2011. See Note 5, "Income Taxes" for the tax
impact on share-based award exercises.
Stock Option Plans:
Weighted average risk-free interest rate
Dividend yield
Weighted average volatility
Expected life
LTPP:
Volatility of Agilent shares
Volatility of selected peer-company shares
Price-wise correlation with selected peers
Years Ended October 31,
2013
2012
2011
0.86%
1%
39%
5.8 years
37%
6%-64%
49%
0.88%
0%
38%
5.8 years
1.49%
0%
35%
5.8 years
41%
17%-75%
62%
40%
20%-76%
55%
Both the Black-Scholes and Monte Carlo simulation fair value models require the use of highly subjective
and complex assumptions, including the option's expected life and the price volatility of the underlying stock.
For all the years presented, the expected stock price volatility assumption was determined using the historical
volatility of Agilent's stock options over the most recent historical period equivalent to the expected life.
For the grants awarded under the 2009 stock plan after November 1, 2010, we increased the period
available to retirement eligible employees to exercise their options from three years at retirement date to the full
contractual term of ten years. In developing our estimated life of our employee stock options of 5.8 years for
2011 to 2013, we considered the historical option exercise behavior of our executive employees who were
granted the majority of the options in the annual grants made which we believe is representative of future
behavior.
Share-based Payment Award Activity
Employee Stock Options
The following table summarizes employee stock option award activity made to our employees and
directors for 2013:
Outstanding at October 31, 2012
Granted
Exercised
Cancelled/Forfeited/Expired
Outstanding at October 31, 2013
Options
Outstanding
(in thousands)
12,077
1,596
(4,037)
(27)
9,609
$
$
$
$
$
Weighted
Average
Exercise Price
30
36
28
17
32
Forfeited and expired options from total cancellations in 2013 were as follows:
Forfeited
Expired
Total Options Cancelled during 2013
Options
Cancelled
(in thousands)
Weighted
Average
Exercise Price
— $
$
27
$
27
—
17
17
44
The following assumptions were used to estimate the fair value of employee stock options and LTPP
grants.
The options outstanding and exercisable for equity share-based payment awards at October 31, 2013 were as
follows:
Stock Option Plans:
Weighted average risk-free interest rate
Dividend yield
Weighted average volatility
Expected life
LTPP:
Volatility of Agilent shares
Volatility of selected peer-company shares
Price-wise correlation with selected peers
2013
0.86%
1%
39%
37%
6%-64%
49%
Years Ended October 31,
2012
0.88%
0%
38%
41%
62%
2011
1.49%
0%
35%
5.8 years
40%
55%
17%-75%
20%-76%
5.8 years
5.8 years
Both the Black-Scholes and Monte Carlo simulation fair value models require the use of highly subjective
and complex assumptions, including the option's expected life and the price volatility of the underlying stock.
For all the years presented, the expected stock price volatility assumption was determined using the historical
volatility of Agilent's stock options over the most recent historical period equivalent to the expected life.
For the grants awarded under the 2009 stock plan after November 1, 2010, we increased the period
available to retirement eligible employees to exercise their options from three years at retirement date to the full
contractual term of ten years. In developing our estimated life of our employee stock options of 5.8 years for
2011 to 2013, we considered the historical option exercise behavior of our executive employees who were
granted the majority of the options in the annual grants made which we believe is representative of future
behavior.
Share-based Payment Award Activity
Employee Stock Options
The following table summarizes employee stock option award activity made to our employees and
directors for 2013:
Forfeited and expired options from total cancellations in 2013 were as follows:
Outstanding at October 31, 2012
Granted
Exercised
Cancelled/Forfeited/Expired
Outstanding at October 31, 2013
Forfeited
Expired
Total Options Cancelled during 2013
Options
Outstanding
(in thousands)
Weighted
Average
Exercise Price
12,077
1,596
(4,037)
(27)
9,609
$
$
$
$
$
30
36
28
17
32
Options
Cancelled
(in thousands)
Weighted
Average
Exercise Price
— $
27
27
$
$
—
17
17
Range of
Exercise Prices
Number
Outstanding
$0 - 25
$25.01 - 30
$30.01 - 40
$40.01 & over
(in thousands)
1,507
1,051
7,045
6
9,609
Options Outstanding
Options Exercisable
Weighted
Average
Remaining
Contractual
Life
(in years)
Weighted
Average
Exercise
Price
2.4
5.9
5.6
8.4
5.1
$
$
$
$
$
20
29
35
45
32
Aggregate
Intrinsic
Value
Number
Exercisable
(in thousands)
45,750
$
(in thousands)
1,507
22,418
112,829
33
181,030
$
691
3,870
1
6,069
Weighted
Average
Remaining
Contractual
Life
(in years)
Weighted
Average
Exercise
Price
2.4
5.8
3.4
8.4
3.4
$
$
$
$
$
20
29
34
45
30
Aggregate
Intrinsic
Value
(in thousands)
45,750
$
14,727
66,448
8
126,933
$
The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value, based on the
company's closing stock price of $50.76 at October 31, 2013, which would have been received by award holders had
all award holders exercised their awards that were in-the-money as of that date. The total number of in-the-money
awards exercisable at October 31, 2013 was approximately 6 million.
The following table summarizes the aggregate intrinsic value of options exercised and the fair value of options
granted in 2013, 2012 and 2011:
Options exercised in fiscal 2011
Black-Scholes per share value of options granted during fiscal 2011
Options exercised in fiscal 2012
Black-Scholes per share value of options granted during fiscal 2012
Options exercised in fiscal 2013
Black-Scholes per share value of options granted during fiscal 2013
$
$
$
Aggregate
Intrinsic Value
(in thousands)
164,738
38,188
71,499
$
$
$
Weighted
Average
Exercise
Price
Per Share Value
Using
Black-Scholes
Model
27
23
28
$
$
$
12
14
12
As of October 31, 2013, the unrecognized share-based compensation costs for outstanding stock option
awards, net of expected forfeitures, was approximately $13 million which is expected to be amortized over a
weighted average period of 2.2 years. The amount of cash received from the exercise of share-based awards granted
was $161 million in 2013, $100 million in 2012 and $304 million in 2011. See Note 5, "Income Taxes" for the tax
impact on share-based award exercises.
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Non-vested Awards
The following table summarizes non-vested award activity in 2013 primarily for our LTPP and restricted
stock unit awards:
Non-vested at October 31, 2012
Granted
Vested
Forfeited
Change in LTPP shares vested in the year due to performance conditions
Non-vested at October 31, 2013
Shares
(in thousands)
$
3,514
1,394
$
(1,251) $
(76) $
(35) $
$
3,546
Weighted
Average
Grant Price
35
38
35
38
36
37
As of October 31, 2013, the unrecognized share-based compensation costs for non-vested restricted stock
awards, net of expected forfeitures, was approximately $54 million which is expected to be amortized over a
weighted average period of 2.2 years. The total fair value of restricted stock awards vested was $44 million for
2013, $54 million for 2012 and $43 million for 2011.
5. Income Taxes
The domestic and foreign components of income before taxes are:
U.S. operations
Non-U.S. operations
Total income before taxes
Years Ended October 31,
2013
2012
(in millions)
$
$
39
820
859
$
$
45
998
1,043
$
$
2011
88
944
1,032
The provision (benefit) for income taxes is comprised of:
U.S. federal taxes:
Current
Deferred
Non-U.S. taxes:
Current
Deferred
State taxes, net of federal benefit:
Current
Deferred
Total provision
Years Ended October 31,
2013
2012
(in millions)
2011
$
$
$
24
48
$
6
(144)
77
(24)
3
7
135
$
41
(22)
1
8
(110)
$
(1)
—
(6)
28
(11)
10
20
The income tax provision does not reflect potential future tax savings resulting from excess deductions
associated with our various share-based award plans.
46
The significant components of deferred tax assets and deferred tax liabilities included on the consolidated
balance sheet are:
October 31,
2013
Deferred
Tax Assets
Deferred Tax
Liabilities
Deferred
Tax Assets
Deferred Tax
Liabilities
$
$
(in millions)
— $
214
Inventory
Intangibles
Property, plant and equipment
Warranty reserves
Retiree medical benefits
Pension benefits
Employee benefits, other than retirement
Net operating loss, capital loss, and credit
carryforwards
Unrealized gains/losses on investments
Unremitted earnings of foreign subsidiaries
Share-based compensation
Deferred revenue
Other
Subtotal
Tax valuation allowance
Total deferred tax assets or deferred tax
liabilities
32
—
18
25
—
42
57
24
—
54
27
36
263
578
(85)
—
—
—
—
—
—
—
—
—
3
114
331
—
2012
$
24
—
11
21
5
136
60
293
26
—
57
27
51
711
(93)
—
239
—
—
—
—
—
—
—
88
—
—
1
328
—
328
$
493
$
331
$
618
$
The significant decrease in 2013 as compared to 2012 for the deferred tax asset relating to pension
benefits is due mainly to the tax effect of changes in post-retirement pension plans recognized in other
comprehensive income. The deferred tax liability relating to intangible assets is due primarily to acquired
intangible assets from Dako. The amortization expenses associated with acquired intangible assets are not
deductible for tax purposes.
Agilent records U.S. income taxes on the undistributed earnings of foreign subsidiaries unless the
subsidiaries' earnings are considered indefinitely reinvested outside the U.S. As of October 31, 2013 the
Company recognized a $114 million deferred tax liability for the overall residual tax expected to be imposed
upon the repatriation of unremitted foreign earnings that are not considered permanently reinvested. As of
October 31, 2013, the cumulative amount of undistributed earnings considered indefinitely reinvested was $6.1
billion. No deferred tax liability has been recognized on the basis difference created by such earnings since it is
our intention to utilize those earnings in the company’s foreign operations. Because of the availability of U.S.
foreign tax credits, the determination of the unrecognized deferred tax liability on these earnings is not
practicable.
Non-vested Awards
stock unit awards:
The following table summarizes non-vested award activity in 2013 primarily for our LTPP and restricted
Non-vested at October 31, 2012
Granted
Vested
Forfeited
Change in LTPP shares vested in the year due to performance conditions
Non-vested at October 31, 2013
Weighted
Average
Grant Price
Shares
(in thousands)
3,514
1,394
$
$
(1,251) $
(76) $
(35) $
3,546
$
35
38
35
38
36
37
As of October 31, 2013, the unrecognized share-based compensation costs for non-vested restricted stock
awards, net of expected forfeitures, was approximately $54 million which is expected to be amortized over a
weighted average period of 2.2 years. The total fair value of restricted stock awards vested was $44 million for
2013, $54 million for 2012 and $43 million for 2011.
5. Income Taxes
The domestic and foreign components of income before taxes are:
U.S. operations
Non-U.S. operations
Total income before taxes
The provision (benefit) for income taxes is comprised of:
Years Ended October 31,
2013
2011
2012
(in millions)
$
$
39
820
859
$
$
$
45
998
1,043
$
88
944
1,032
U.S. federal taxes:
Non-U.S. taxes:
Current
Deferred
Current
Deferred
Current
Deferred
State taxes, net of federal benefit:
Years Ended October 31,
2013
2011
2012
(in millions)
$
$
24
48
6
$
(144)
77
(24)
3
7
41
(22)
1
8
(1)
—
(6)
28
(11)
10
20
Total provision
$
135
$
(110)
$
The income tax provision does not reflect potential future tax savings resulting from excess deductions
associated with our various share-based award plans.
The significant components of deferred tax assets and deferred tax liabilities included on the consolidated
balance sheet are:
October 31,
2013
2012
Deferred
Tax Assets
Deferred Tax
Liabilities
Deferred
Tax Assets
Deferred Tax
Liabilities
Inventory
Intangibles
Property, plant and equipment
Warranty reserves
Retiree medical benefits
Pension benefits
Employee benefits, other than retirement
Net operating loss, capital loss, and credit
carryforwards
Unrealized gains/losses on investments
Unremitted earnings of foreign subsidiaries
Share-based compensation
Deferred revenue
Other
Subtotal
Tax valuation allowance
Total deferred tax assets or deferred tax
liabilities
$
$
32
—
18
25
—
42
57
263
24
—
54
27
36
578
(85)
(in millions)
— $
214
—
—
—
—
—
—
—
114
—
—
3
331
—
$
24
—
11
21
5
136
60
293
26
—
57
27
51
711
(93)
$
493
$
331
$
618
$
—
239
—
—
—
—
—
—
—
88
—
—
1
328
—
328
The significant decrease in 2013 as compared to 2012 for the deferred tax asset relating to pension
benefits is due mainly to the tax effect of changes in post-retirement pension plans recognized in other
comprehensive income. The deferred tax liability relating to intangible assets is due primarily to acquired
intangible assets from Dako. The amortization expenses associated with acquired intangible assets are not
deductible for tax purposes.
Agilent records U.S. income taxes on the undistributed earnings of foreign subsidiaries unless the
subsidiaries' earnings are considered indefinitely reinvested outside the U.S. As of October 31, 2013 the
Company recognized a $114 million deferred tax liability for the overall residual tax expected to be imposed
upon the repatriation of unremitted foreign earnings that are not considered permanently reinvested. As of
October 31, 2013, the cumulative amount of undistributed earnings considered indefinitely reinvested was $6.1
billion. No deferred tax liability has been recognized on the basis difference created by such earnings since it is
our intention to utilize those earnings in the company’s foreign operations. Because of the availability of U.S.
foreign tax credits, the determination of the unrecognized deferred tax liability on these earnings is not
practicable.
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The breakdown between current and long-term deferred tax assets and deferred tax liabilities was as
follows for the years 2013 and 2012:
The differences between the U.S. federal statutory income tax rate and our effective tax rate are:
Current deferred tax assets (included within other current assets)
Long-term deferred tax assets (included within other assets)
Current deferred tax liabilities (included within other accrued liabilities)
Long-term deferred tax liabilities (included within other long-term liabilities)
Total
$
$
October 31,
2013
2012
(in millions)
$
115
264
(4)
(213)
162
$
95
400
(2)
(203)
290
Valuation allowances require an assessment of both positive and negative evidence when determining
whether it is more likely than not that deferred tax assets are recoverable. Such assessment is required on a
jurisdiction by jurisdiction basis. In the fourth quarter of 2012, management concluded that the valuation
allowance for most of Agilent's U.S. federal and state deferred tax assets is no longer needed primarily due to the
emergence from cumulative losses in recent years, the return to sustainable U.S. operating profits and the
expectation of sustainable profitability in future periods. As of October 31, 2012, the cumulative positive
evidence outweighed the negative evidence regarding the likelihood that most of the deferred tax asset for
Agilent's U.S. consolidated income tax group will be realized. Accordingly, we recognized a non-recurring tax
benefit of $280 million relating to the valuation allowance reversal. As of October 31, 2013, we continued to
maintain a valuation allowance of $85 million until sufficient positive evidence exists to support reversal. The
valuation allowance is mainly related to deferred tax assets for California R&D credits and net operating losses
in the Netherlands.
At October 31, 2013, we had federal net operating loss carryforwards of approximately $22 million and
tax credit carryforwards of approximately $113 million. The federal net operating losses expire in years
beginning 2021 through 2026, and the federal tax credits begin to expire in 2018, if not utilized. At October 31,
2013, we had state net operating loss carryforwards of approximately $161 million which expire in years
beginning 2014 through 2031, if not utilized. In addition, we had net state tax credit carryforwards of $26 million
that do not expire. All of the federal and some of the state net operating loss carryforwards are subject to change
of ownership limitations provided by the Internal Revenue Code and similar state provisions. At October 31,
2013, we also had foreign net operating loss carryforwards of approximately $472 million. Of this foreign loss,
$237 million will expire in years beginning 2014 through 2022, if not utilized. The remaining $235 million has
an indefinite life. Some of the foreign losses are subject to annual loss limitation rules. These annual loss
limitations in the U.S. and foreign jurisdictions may result in the expiration or reduced utilization of the net
operating losses.
The authoritative guidance prohibits recognition of a deferred tax asset for excess tax benefits related to
stock and stock option plans that have not yet been realized through reduction in income taxes payable. Such
unrecognized deferred tax benefit totals $150 million as of October 31, 2013 and will be accounted for as a credit
to shareholders' equity, if and when realized, through a reduction in income taxes payable. The Company
recognized approximately $68 million as a credit to shareholders' equity for cumulative excess tax benefits
related to stock and stock option plans that have been realized as of October 31, 2013.
48
Profit before tax times statutory rate
State income taxes, net of federal benefit
Non-U.S. income taxed at different rates
Change in unrecognized non-U.S. tax benefits
Valuation allowances
Other, net
Provision for income taxes
Effective tax rate
2013
2011
Years Ended October 31,
2012
(in millions)
$
$
301
7
(162)
—
(8)
(3)
$
$
365
8
(144)
(68)
(280)
9
$
135
16%
(110)
$
(11)%
361
(1)
(153)
(97)
(84)
(6)
20
2%
Agilent enjoys tax holidays in several different jurisdictions, most significantly in Singapore. The tax
holidays provide lower rates of taxation on certain classes of income and require various thresholds of
investments and employment or specific types of income in those jurisdictions. The tax holidays are due for
renewal between 2015 and 2023. As a result of the incentives, the impact of the tax holidays decreased income
taxes by $127 million, $122 million, and $127 million in 2013, 2012, and 2011, respectively. The benefit of the
tax holidays on net income per share (diluted) was approximately $0.37, $0.35, and $0.36 in 2013, 2012 and
2011, respectively.
For 2013, the effective tax rate was 16 percent. The 16 percent effective tax rate is lower than the U.S.
statutory rate primarily due to the mix of earnings in non-U.S. jurisdictions taxed at lower statutory rates; in
particular Singapore where we enjoy tax holidays. The effective tax rate also included a $12 million out-of-
period adjustment to increase tax expense, recognized in the second quarter of 2013, associated with the write off
of deferred tax assets related to foreign tax credits incorrectly claimed in prior years.
For 2012, the effective tax was a benefit of 11 percent. The11 percent effective tax rate benefit reflected
tax on earnings in jurisdictions that had low effective tax rates and includes a $280 million tax benefit due to the
reversal of a valuation allowance for most U.S. federal and state deferred tax assets. Valuation allowances
require an assessment of both positive and negative evidence when determining whether it is more likely than not
that deferred tax assets are recoverable. Such assessment is required on a jurisdiction by jurisdiction basis. In the
fourth quarter of 2012, management concluded that the valuation allowance for most of Agilent's U.S. federal
and state deferred tax assets is no longer needed primarily due to the emergence from cumulative losses in recent
years, the return to sustainable U.S. operating profits and the expectation of sustainable profitability in future
periods. As of October 31, 2012, the cumulative positive evidence outweighed the negative evidence regarding
the likelihood that most of the deferred tax asset for Agilent's U.S. consolidated income tax group will be
realized. Accordingly, the Company recognized a non-recurring tax benefit of $280 million relating to the
valuation allowance reversal. The effective tax rate also included a non-recurring tax expense of $88 million
relating to an increase in the overall residual U.S. tax expected to be imposed upon the repatriation of unremitted
foreign earnings previously considered permanently reinvested. During the fourth quarter of 2012, the Company
assessed the forecasted cash needs and the overall financial position of its foreign subsidiaries and determined
that a portion of previously permanently reinvested earnings would no longer be reinvested overseas. The
effective tax rate was also reduced by a $68 million tax benefit primarily associated with the recognition of
previously unrecognized tax benefits and the reversal of the related interest accruals due to the reassessment of
certain uncertain tax positions relating to foreign jurisdictions.
For 2011, the effective tax rate was 2 percent. The 2 percent effective tax rate reflected tax on earnings in
jurisdictions that had low effective tax rates and included a $97 million net tax benefit primarily associated with
a refund in Canada and the recognition of previously unrecognized tax benefits and the reversal of the related
interest accruals due to the reassessment of certain uncertain tax positions. The income tax provision also
included a $26 million out of period adjustment to reduce the carrying value of certain U.K. deferred tax assets
Current deferred tax assets (included within other current assets)
Long-term deferred tax assets (included within other assets)
Current deferred tax liabilities (included within other accrued liabilities)
Long-term deferred tax liabilities (included within other long-term liabilities)
Total
2013
2012
October 31,
(in millions)
$
115
264
(4)
(213)
162
$
95
400
(2)
(203)
290
$
$
Valuation allowances require an assessment of both positive and negative evidence when determining
whether it is more likely than not that deferred tax assets are recoverable. Such assessment is required on a
jurisdiction by jurisdiction basis. In the fourth quarter of 2012, management concluded that the valuation
allowance for most of Agilent's U.S. federal and state deferred tax assets is no longer needed primarily due to the
emergence from cumulative losses in recent years, the return to sustainable U.S. operating profits and the
expectation of sustainable profitability in future periods. As of October 31, 2012, the cumulative positive
evidence outweighed the negative evidence regarding the likelihood that most of the deferred tax asset for
Agilent's U.S. consolidated income tax group will be realized. Accordingly, we recognized a non-recurring tax
benefit of $280 million relating to the valuation allowance reversal. As of October 31, 2013, we continued to
maintain a valuation allowance of $85 million until sufficient positive evidence exists to support reversal. The
valuation allowance is mainly related to deferred tax assets for California R&D credits and net operating losses
in the Netherlands.
At October 31, 2013, we had federal net operating loss carryforwards of approximately $22 million and
tax credit carryforwards of approximately $113 million. The federal net operating losses expire in years
beginning 2021 through 2026, and the federal tax credits begin to expire in 2018, if not utilized. At October 31,
2013, we had state net operating loss carryforwards of approximately $161 million which expire in years
beginning 2014 through 2031, if not utilized. In addition, we had net state tax credit carryforwards of $26 million
that do not expire. All of the federal and some of the state net operating loss carryforwards are subject to change
of ownership limitations provided by the Internal Revenue Code and similar state provisions. At October 31,
2013, we also had foreign net operating loss carryforwards of approximately $472 million. Of this foreign loss,
$237 million will expire in years beginning 2014 through 2022, if not utilized. The remaining $235 million has
an indefinite life. Some of the foreign losses are subject to annual loss limitation rules. These annual loss
limitations in the U.S. and foreign jurisdictions may result in the expiration or reduced utilization of the net
operating losses.
The authoritative guidance prohibits recognition of a deferred tax asset for excess tax benefits related to
stock and stock option plans that have not yet been realized through reduction in income taxes payable. Such
unrecognized deferred tax benefit totals $150 million as of October 31, 2013 and will be accounted for as a credit
to shareholders' equity, if and when realized, through a reduction in income taxes payable. The Company
recognized approximately $68 million as a credit to shareholders' equity for cumulative excess tax benefits
related to stock and stock option plans that have been realized as of October 31, 2013.
The breakdown between current and long-term deferred tax assets and deferred tax liabilities was as
follows for the years 2013 and 2012:
The differences between the U.S. federal statutory income tax rate and our effective tax rate are:
Years Ended October 31,
2013
2012
2011
Profit before tax times statutory rate
State income taxes, net of federal benefit
Non-U.S. income taxed at different rates
Change in unrecognized non-U.S. tax benefits
Valuation allowances
Other, net
Provision for income taxes
Effective tax rate
$
$
$
301
7
(162)
—
(8)
(3)
$
135
16%
(in millions)
365
8
(144)
(68)
(280)
9
(110)
(11)%
$
$
361
(1)
(153)
(97)
(84)
(6)
20
2%
Agilent enjoys tax holidays in several different jurisdictions, most significantly in Singapore. The tax
holidays provide lower rates of taxation on certain classes of income and require various thresholds of
investments and employment or specific types of income in those jurisdictions. The tax holidays are due for
renewal between 2015 and 2023. As a result of the incentives, the impact of the tax holidays decreased income
taxes by $127 million, $122 million, and $127 million in 2013, 2012, and 2011, respectively. The benefit of the
tax holidays on net income per share (diluted) was approximately $0.37, $0.35, and $0.36 in 2013, 2012 and
2011, respectively.
For 2013, the effective tax rate was 16 percent. The 16 percent effective tax rate is lower than the U.S.
statutory rate primarily due to the mix of earnings in non-U.S. jurisdictions taxed at lower statutory rates; in
particular Singapore where we enjoy tax holidays. The effective tax rate also included a $12 million out-of-
period adjustment to increase tax expense, recognized in the second quarter of 2013, associated with the write off
of deferred tax assets related to foreign tax credits incorrectly claimed in prior years.
For 2012, the effective tax was a benefit of 11 percent. The11 percent effective tax rate benefit reflected
tax on earnings in jurisdictions that had low effective tax rates and includes a $280 million tax benefit due to the
reversal of a valuation allowance for most U.S. federal and state deferred tax assets. Valuation allowances
require an assessment of both positive and negative evidence when determining whether it is more likely than not
that deferred tax assets are recoverable. Such assessment is required on a jurisdiction by jurisdiction basis. In the
fourth quarter of 2012, management concluded that the valuation allowance for most of Agilent's U.S. federal
and state deferred tax assets is no longer needed primarily due to the emergence from cumulative losses in recent
years, the return to sustainable U.S. operating profits and the expectation of sustainable profitability in future
periods. As of October 31, 2012, the cumulative positive evidence outweighed the negative evidence regarding
the likelihood that most of the deferred tax asset for Agilent's U.S. consolidated income tax group will be
realized. Accordingly, the Company recognized a non-recurring tax benefit of $280 million relating to the
valuation allowance reversal. The effective tax rate also included a non-recurring tax expense of $88 million
relating to an increase in the overall residual U.S. tax expected to be imposed upon the repatriation of unremitted
foreign earnings previously considered permanently reinvested. During the fourth quarter of 2012, the Company
assessed the forecasted cash needs and the overall financial position of its foreign subsidiaries and determined
that a portion of previously permanently reinvested earnings would no longer be reinvested overseas. The
effective tax rate was also reduced by a $68 million tax benefit primarily associated with the recognition of
previously unrecognized tax benefits and the reversal of the related interest accruals due to the reassessment of
certain uncertain tax positions relating to foreign jurisdictions.
For 2011, the effective tax rate was 2 percent. The 2 percent effective tax rate reflected tax on earnings in
jurisdictions that had low effective tax rates and included a $97 million net tax benefit primarily associated with
a refund in Canada and the recognition of previously unrecognized tax benefits and the reversal of the related
interest accruals due to the reassessment of certain uncertain tax positions. The income tax provision also
included a $26 million out of period adjustment to reduce the carrying value of certain U.K. deferred tax assets
48
49
s
l
a
i
c
n
a
n
i
F
t
r
o
p
e
R
l
a
u
n
n
A
T
R
O
P
E
R
L
A
U
N
N
A
for which the majority was recorded in the quarter ended April 30, 2011. The overstatement of these deferred tax
assets resulted in an overstatement of the U.K. valuation allowance release in the fourth quarter of 2010. For the
full year, this out of period adjustment was substantially offset by other out of period adjustments. The net
impact of all out of period adjustments on the effective tax rate was immaterial. Without considering interest and
penalties, the effective rate reflected taxes in all jurisdictions except the U.S. and certain foreign jurisdictions in
which income tax expense or benefit continued to be offset by adjustments to valuation allowances.
The breakdown between current and long-term income tax assets and liabilities, excluding deferred tax
assets and liabilities, was as follows for the years 2013 and 2012:
Current income tax assets (included within other current assets)
Long-term income tax assets (included within other assets)
Current income tax liabilities (included within other accrued liabilities)
Long-term income tax liabilities (included within other long-term liabilities)
Total
October 31,
2013
2012
(in millions)
42
$
34
(48)
(341)
(313) $
65
49
(115)
(320)
(321)
$
$
The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax
law and regulations in a multitude of jurisdictions. Although the guidance on the accounting for uncertainty in
income taxes prescribes the use of a recognition and measurement model, the determination of whether an
uncertain tax position has met those thresholds will continue to require significant judgment by management. In
accordance with the guidance on the accounting for uncertainty in income taxes, for all U.S. and other tax
jurisdictions, we recognize potential liabilities for anticipated tax audit issues based on our estimate of whether,
and the extent to which, additional taxes and interest will be due. The ultimate resolution of tax uncertainties may
differ from what is currently estimated, which could result in a material impact on income tax expense. If our
estimate of income tax liabilities proves to be less than the ultimate assessment, a further charge to expense
would be required. If events occur and the payment of these amounts ultimately proves to be unnecessary, the
reversal of the liabilities would result in tax benefits being recognized in the period when we determine the
liabilities are no longer necessary.
The aggregate changes in the balances of our unrecognized tax benefits including all federal, state and
foreign tax jurisdictions are as follows:
Balance, beginning of year
Additions for acquisitions
Additions for tax positions related to the current year
Additions for tax positions from prior years
Reductions for tax positions from prior years
Settlements with taxing authorities
Statute of limitations expirations
Balance, end of year
2013
2012
2011
$
$
(in millions)
469
—
56
40
(90)
(2)
(9)
$
464
$
464
—
53
11
(6)
(3)
(3)
516
656
—
41
18
(170)
(67)
(9)
469
$
$
As of October 31, 2013, we had $516 million of unrecognized tax benefits of which $499 million, if
recognized, would affect our effective tax rate.
We recognized a tax expense of $5 million, a tax benefit of $4 million and a tax expense of $14 million of
interest and penalties related to unrecognized tax benefits in 2013, 2012 and 2011, respectively. Interest and
penalties accrued as of October 31, 2013 and 2012 were $39 million and $34 million, respectively.
50
In the U.S., tax years remain open back to the year 2006 for federal income tax purposes and the year
2000 for significant states. Our U.S. federal income tax returns for 2006 through 2007 are currently under audit
by the IRS. During the three months ended July 31, 2012, we received a Revenue Agents Report (“RAR”) for
these years and filed a protest to dispute certain adjustments, the most significant of which pertains to the amount
of a gain from the disposition of a business that was allocated to the U.S. for income tax purposes. There can be
no assurance that the outcome of this dispute will not have a material effect on our operating results or financial
condition. In other major jurisdictions where we conduct business, the tax years generally remain open back to
the year 2003. With these jurisdictions and the U.S., it is reasonably possible that there could be significant
changes to our unrecognized tax benefits in the next twelve months due to either the expiration of a statute of
limitation or a tax audit settlement. Given the number of years and numerous matters that remain subject to
examination in various tax jurisdictions, we are unable to estimate the range of possible changes to the balance of
our unrecognized tax benefits.
6. Net Income per Share
The following is a reconciliation of the numerators and denominators of the basic and diluted net income
per share computations for the periods presented below.
Years Ended October 31,
2013
2011
2012
(in millions)
$
724
$
1,153
$
1,012
Numerator:
Net income
Denominators:
Basic weighted average shares
Potentially dilutive common stock equivalents — stock
options and other employee stock plans
Diluted weighted average shares
341
4
345
348
5
353
347
8
355
The dilutive effect of share-based awards is reflected in diluted net income per share by application of the
treasury stock method, which includes consideration of unamortized share-based compensation expense, the tax
benefits or shortfalls charged to additional paid-in capital and the dilutive effect of in-the-money options and
non-vested restricted stock units. Under the treasury stock method, the amount the employee must pay for
exercising stock options and unamortized share-based compensation expense and tax benefits or shortfalls
collectively are assumed proceeds to be used to repurchase hypothetical shares. An increase in the fair market
value of the company's common stock can result in a greater dilutive effect from potentially dilutive awards. The
total number of share-based awards issued in 2013, 2012 and 2011 were 6 million, 5 million and 12 million,
respectively.
We exclude stock options with exercise prices greater than the average market price of our common stock
from the calculation of diluted earnings per share because their effect would be anti-dilutive. For 2013, 2012 and
2011, options to purchase 4,200, 436,500 and 554,000 shares respectively were excluded from the calculation of
diluted earnings per share. In addition, we also exclude from the calculation of diluted earnings per share, stock
options, ESPP, LTPP and restricted stock awards whose combined exercise price, unamortized fair value and
excess tax benefits or shortfalls collectively were greater than the average market price of our common stock
because their effect would also be anti-dilutive. For the year ended 2013, 2012 and 2011, options to purchase
18,300, 1,544,600 and 115,200 shares respectively were excluded from the calculation of diluted earnings per
share.
7. Supplemental Cash Flow Information
Net cash paid for income taxes was $110 million in 2013, $86 million in 2012, and $22 million in 2011.
Cash paid for interest was $112 million in 2013, $111 million in 2012 and $95 million in 2011.
for which the majority was recorded in the quarter ended April 30, 2011. The overstatement of these deferred tax
assets resulted in an overstatement of the U.K. valuation allowance release in the fourth quarter of 2010. For the
full year, this out of period adjustment was substantially offset by other out of period adjustments. The net
impact of all out of period adjustments on the effective tax rate was immaterial. Without considering interest and
penalties, the effective rate reflected taxes in all jurisdictions except the U.S. and certain foreign jurisdictions in
which income tax expense or benefit continued to be offset by adjustments to valuation allowances.
The breakdown between current and long-term income tax assets and liabilities, excluding deferred tax
assets and liabilities, was as follows for the years 2013 and 2012:
Current income tax assets (included within other current assets)
Long-term income tax assets (included within other assets)
Current income tax liabilities (included within other accrued liabilities)
Long-term income tax liabilities (included within other long-term liabilities)
Total
October 31,
2013
2012
(in millions)
$
42
34
(48)
(341)
(313) $
65
49
(115)
(320)
(321)
$
$
The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax
law and regulations in a multitude of jurisdictions. Although the guidance on the accounting for uncertainty in
income taxes prescribes the use of a recognition and measurement model, the determination of whether an
uncertain tax position has met those thresholds will continue to require significant judgment by management. In
accordance with the guidance on the accounting for uncertainty in income taxes, for all U.S. and other tax
jurisdictions, we recognize potential liabilities for anticipated tax audit issues based on our estimate of whether,
and the extent to which, additional taxes and interest will be due. The ultimate resolution of tax uncertainties may
differ from what is currently estimated, which could result in a material impact on income tax expense. If our
estimate of income tax liabilities proves to be less than the ultimate assessment, a further charge to expense
would be required. If events occur and the payment of these amounts ultimately proves to be unnecessary, the
reversal of the liabilities would result in tax benefits being recognized in the period when we determine the
liabilities are no longer necessary.
The aggregate changes in the balances of our unrecognized tax benefits including all federal, state and
foreign tax jurisdictions are as follows:
Balance, beginning of year
Additions for acquisitions
Additions for tax positions related to the current year
Additions for tax positions from prior years
Reductions for tax positions from prior years
Settlements with taxing authorities
Statute of limitations expirations
Balance, end of year
2013
2012
2011
(in millions)
$
464
$
469
$
—
53
11
(6)
(3)
(3)
—
56
40
(90)
(2)
(9)
$
516
$
464
$
656
—
41
18
(170)
(67)
(9)
469
As of October 31, 2013, we had $516 million of unrecognized tax benefits of which $499 million, if
recognized, would affect our effective tax rate.
We recognized a tax expense of $5 million, a tax benefit of $4 million and a tax expense of $14 million of
interest and penalties related to unrecognized tax benefits in 2013, 2012 and 2011, respectively. Interest and
penalties accrued as of October 31, 2013 and 2012 were $39 million and $34 million, respectively.
In the U.S., tax years remain open back to the year 2006 for federal income tax purposes and the year
2000 for significant states. Our U.S. federal income tax returns for 2006 through 2007 are currently under audit
by the IRS. During the three months ended July 31, 2012, we received a Revenue Agents Report (“RAR”) for
these years and filed a protest to dispute certain adjustments, the most significant of which pertains to the amount
of a gain from the disposition of a business that was allocated to the U.S. for income tax purposes. There can be
no assurance that the outcome of this dispute will not have a material effect on our operating results or financial
condition. In other major jurisdictions where we conduct business, the tax years generally remain open back to
the year 2003. With these jurisdictions and the U.S., it is reasonably possible that there could be significant
changes to our unrecognized tax benefits in the next twelve months due to either the expiration of a statute of
limitation or a tax audit settlement. Given the number of years and numerous matters that remain subject to
examination in various tax jurisdictions, we are unable to estimate the range of possible changes to the balance of
our unrecognized tax benefits.
6. Net Income per Share
The following is a reconciliation of the numerators and denominators of the basic and diluted net income
per share computations for the periods presented below.
Numerator:
Net income
Denominators:
Years Ended October 31,
2013
2012
(in millions)
2011
$
724
$
1,153
$
1,012
Basic weighted average shares
Potentially dilutive common stock equivalents — stock
options and other employee stock plans
Diluted weighted average shares
341
4
345
348
5
353
347
8
355
The dilutive effect of share-based awards is reflected in diluted net income per share by application of the
treasury stock method, which includes consideration of unamortized share-based compensation expense, the tax
benefits or shortfalls charged to additional paid-in capital and the dilutive effect of in-the-money options and
non-vested restricted stock units. Under the treasury stock method, the amount the employee must pay for
exercising stock options and unamortized share-based compensation expense and tax benefits or shortfalls
collectively are assumed proceeds to be used to repurchase hypothetical shares. An increase in the fair market
value of the company's common stock can result in a greater dilutive effect from potentially dilutive awards. The
total number of share-based awards issued in 2013, 2012 and 2011 were 6 million, 5 million and 12 million,
respectively.
We exclude stock options with exercise prices greater than the average market price of our common stock
from the calculation of diluted earnings per share because their effect would be anti-dilutive. For 2013, 2012 and
2011, options to purchase 4,200, 436,500 and 554,000 shares respectively were excluded from the calculation of
diluted earnings per share. In addition, we also exclude from the calculation of diluted earnings per share, stock
options, ESPP, LTPP and restricted stock awards whose combined exercise price, unamortized fair value and
excess tax benefits or shortfalls collectively were greater than the average market price of our common stock
because their effect would also be anti-dilutive. For the year ended 2013, 2012 and 2011, options to purchase
18,300, 1,544,600 and 115,200 shares respectively were excluded from the calculation of diluted earnings per
share.
7. Supplemental Cash Flow Information
Net cash paid for income taxes was $110 million in 2013, $86 million in 2012, and $22 million in 2011.
Cash paid for interest was $112 million in 2013, $111 million in 2012 and $95 million in 2011.
50
51
s
l
a
i
c
n
a
n
i
F
t
r
o
p
e
R
l
a
u
n
n
A
T
R
O
P
E
R
L
A
U
N
N
A
8. Inventory
Finished goods
Purchased parts and fabricated assemblies
Inventory
October 31,
2013
2012
(in millions)
552
$
514
1,066
$
509
505
1,014
$
$
Inventory-related excess and obsolescence charges of $48 million were recorded in total cost of products
in 2013, and $30 million each in 2012 and 2011, respectively. We record excess and obsolete inventory charges
for both inventory on our site as well as inventory at our contract manufacturers and suppliers where we have
non-cancellable purchase commitments.
9. Property, Plant and Equipment, Net
Land
Buildings and leasehold improvements
Machinery and equipment
Software
Total property, plant and equipment
Accumulated depreciation and amortization
Property, plant and equipment, net
October 31,
2013
2012
(in millions)
131
$
1,330
1,019
398
2,878
(1,744)
1,134
$
142
1,475
882
383
2,882
(1,718)
1,164
$
$
Asset impairments other than restructuring were $3 million in 2013, zero in 2012 and $7 million in 2011.
Depreciation expenses were $181 million in 2013, $171 million in 2012 and $142 million in 2011. For the year
ended October 31, 2012 we recorded $15 million of accelerated depreciation related to a building classified as
held and used. In accordance with the accounting guidance, it was determined that the building had been
abandoned and an assessment was made of the remaining useful life of the building. The building was written
down to its appropriate fair value.
10. Goodwill and Other Intangible Assets
The goodwill balances at October 31, 2013, 2012 and 2011 and the movements in 2013 and 2012 for each
of our reportable segments are shown in the table below:
Goodwill as of October 31, 2011
Foreign currency translation impact
Goodwill arising from acquisitions
Goodwill as of October 31, 2012
Foreign currency translation impact
Goodwill arising from acquisitions and other
dj
Goodwill as of October 31, 2013
Life Sciences
and
Diagnostics
$
$
$
363
25
1,419
1,807
63
13
1,883
$
$
$
Chemical
Analysis
Electronic
Measurement
Total
(in millions)
$
760
(10)
1
751
(10)
4
745
$
$
444
$
(9)
32
467
(47)
(1)
$
419
$
1,567
6
1,452
3,025
6
16
3,047
We formed a new operating segment in the fourth fiscal quarter of 2013. The new life sciences and
diagnostics segment was formed by the combination of the life sciences business plus the diagnostics and
genomics business. The historical segment information for the life sciences and diagnostics segment has been
52
recast to conform to this new reporting structure. The goodwill balance as of October 31, 2011 has been revised
due to miscategorization at acquisition. $4 million of goodwill from the life sciences and diagnostics segment
and $5 million of goodwill from the chemical analysis segment has been reallocated to the electronic
measurement segment. As of September 30, 2013, we assessed goodwill impairment for our reporting units and
no impairment of goodwill was indicated.
The component parts of other intangible assets at October 31, 2013 and 2012 are shown in the table
below:
Total amortizable intangible assets
As of October 31, 2012:
Purchased technology
Backlog
Trademark/Tradename
Customer relationships
In-Process R&D
Total
As of October 31, 2013:
Purchased technology
Backlog
Trademark/Tradename
Customer relationships
In-Process R&D
Total
Total amortizable intangible assets
Gross
Carrying
Amount
Other Intangible Assets
Accumulated
Amortization
and Impairments
(in millions)
Net Book
Value
$
$
$
$
$
$
849
14
168
391
1,422
193
1,615
1,019
14
176
401
1,610
35
1,645
$
$
$
$
$
$
333
$
14
27
155
529
—
529
14
40
215
729
—
729
$
$
$
$
460
$
1,086
516
—
141
236
893
193
559
—
136
186
881
35
916
In 2013, we recorded additions to goodwill of $16 million related to the acquisition of four businesses.
During the year, we also recorded $5 million of additions and adjustments to other intangibles mostly related to
the same four businesses. We recorded $25 million of foreign exchange translation impact to other intangibles in
2013. The $158 million decrease in in-process R&D was largely due to the completion of projects in our life
sciences and diagnostics segment.
In 2012, we recorded additions to goodwill of $1,452 million related to ten businesses including the Dako
acquisition discussed in Note 3, "Acquisitions". During the year, we also recorded additions to other intangibles
of $786 million including $183 million of Dako in-process research and development, related to the same ten
businesses. We recorded $8 million of foreign exchange translation impact to other intangibles in 2012.
Amortization of intangible assets was $199 million in 2013, $136 million in 2012, and $111 million in
2011. In addition, we recorded $1 million of impairments of other intangibles related to the cancellation of an in-
process research and development project during 2013. Future amortization expense related to finite-lived
existing purchased intangible assets is estimated to be $194 million in 2014, $181 million for 2015, $154 million
for 2016, $106 million for 2017, $70 million for 2018, and $176 million thereafter.
Inventory-related excess and obsolescence charges of $48 million were recorded in total cost of products
in 2013, and $30 million each in 2012 and 2011, respectively. We record excess and obsolete inventory charges
for both inventory on our site as well as inventory at our contract manufacturers and suppliers where we have
8. Inventory
Finished goods
Inventory
Purchased parts and fabricated assemblies
non-cancellable purchase commitments.
9. Property, Plant and Equipment, Net
Land
Software
Buildings and leasehold improvements
Machinery and equipment
Total property, plant and equipment
Accumulated depreciation and amortization
Property, plant and equipment, net
October 31,
2013
2012
(in millions)
$
552
514
1,066
$
509
505
1,014
$
$
October 31,
2013
2012
(in millions)
131
$
1,330
1,019
398
2,878
(1,744)
1,134
$
142
1,475
882
383
2,882
(1,718)
1,164
$
$
Asset impairments other than restructuring were $3 million in 2013, zero in 2012 and $7 million in 2011.
Depreciation expenses were $181 million in 2013, $171 million in 2012 and $142 million in 2011. For the year
ended October 31, 2012 we recorded $15 million of accelerated depreciation related to a building classified as
held and used. In accordance with the accounting guidance, it was determined that the building had been
abandoned and an assessment was made of the remaining useful life of the building. The building was written
down to its appropriate fair value.
10. Goodwill and Other Intangible Assets
The goodwill balances at October 31, 2013, 2012 and 2011 and the movements in 2013 and 2012 for each
of our reportable segments are shown in the table below:
Goodwill as of October 31, 2011
Foreign currency translation impact
Goodwill arising from acquisitions
Goodwill as of October 31, 2012
Foreign currency translation impact
Goodwill arising from acquisitions and other
dj
Goodwill as of October 31, 2013
Life Sciences
and
Diagnostics
$
$
$
363
25
1,419
1,807
63
13
1,883
$
$
$
Chemical
Analysis
Electronic
Measurement
Total
(in millions)
760
(10)
751
(10)
1
4
745
$
$
$
444
$
(9)
$
32
467
(47)
(1)
1,567
6
1,452
3,025
6
16
419
$
3,047
We formed a new operating segment in the fourth fiscal quarter of 2013. The new life sciences and
diagnostics segment was formed by the combination of the life sciences business plus the diagnostics and
genomics business. The historical segment information for the life sciences and diagnostics segment has been
recast to conform to this new reporting structure. The goodwill balance as of October 31, 2011 has been revised
due to miscategorization at acquisition. $4 million of goodwill from the life sciences and diagnostics segment
and $5 million of goodwill from the chemical analysis segment has been reallocated to the electronic
measurement segment. As of September 30, 2013, we assessed goodwill impairment for our reporting units and
no impairment of goodwill was indicated.
The component parts of other intangible assets at October 31, 2013 and 2012 are shown in the table
below:
As of October 31, 2012:
Purchased technology
Backlog
Trademark/Tradename
Customer relationships
Total amortizable intangible assets
In-Process R&D
Total
As of October 31, 2013:
Purchased technology
Backlog
Trademark/Tradename
Customer relationships
Total amortizable intangible assets
In-Process R&D
Total
Gross
Carrying
Amount
Other Intangible Assets
Accumulated
Amortization
and Impairments
(in millions)
Net Book
Value
$
$
$
$
$
$
849
14
168
391
1,422
193
1,615
1,019
14
176
401
1,610
35
1,645
$
$
$
$
$
$
333
14
27
155
529
—
529
460
14
40
215
729
—
729
$
$
$
$
$
$
516
—
141
236
893
193
1,086
559
—
136
186
881
35
916
In 2013, we recorded additions to goodwill of $16 million related to the acquisition of four businesses.
During the year, we also recorded $5 million of additions and adjustments to other intangibles mostly related to
the same four businesses. We recorded $25 million of foreign exchange translation impact to other intangibles in
2013. The $158 million decrease in in-process R&D was largely due to the completion of projects in our life
sciences and diagnostics segment.
In 2012, we recorded additions to goodwill of $1,452 million related to ten businesses including the Dako
acquisition discussed in Note 3, "Acquisitions". During the year, we also recorded additions to other intangibles
of $786 million including $183 million of Dako in-process research and development, related to the same ten
businesses. We recorded $8 million of foreign exchange translation impact to other intangibles in 2012.
Amortization of intangible assets was $199 million in 2013, $136 million in 2012, and $111 million in
2011. In addition, we recorded $1 million of impairments of other intangibles related to the cancellation of an in-
process research and development project during 2013. Future amortization expense related to finite-lived
existing purchased intangible assets is estimated to be $194 million in 2014, $181 million for 2015, $154 million
for 2016, $106 million for 2017, $70 million for 2018, and $176 million thereafter.
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N
A
11. Investments
Equity Investments
The following table summarizes the company's equity investments as of October 31, 2013 and 2012 (net
book value):
Short-Term
Cost method investments
Long-Term
Cost method investments
Trading securities
Available-for-sale investments
Equity method investments
Total
October 31,
2013
2012
(in millions)
$
$
$
—
44
51
25
19
139
$
$
11
59
50
—
—
109
Cost method investments consist of non-marketable equity securities and two funds and are accounted for
at historical cost. Trading securities are reported at fair value, with gains or losses resulting from changes in fair
value recognized currently in earnings. Investments designated as available-for-sale were reported at fair value,
with unrealized gains and losses, net of tax, included in stockholders' equity. Equity method investments are
reported at the amount of the company’s initial investment and adjusted each period for the company’s share of
the investee’s income or loss and dividend paid.
Investments in available-for-sale securities at estimated fair value were as follows as of October 31, 2013:
Equity securities
October 31, 2013
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Estimated
Fair
Value
$
15
15
$
(in millions)
10
10
$
—
— $
25
25
All of our investments, excluding trading securities, are subject to periodic impairment review. The
impairment analysis requires significant judgment to identify events or circumstances that would likely have
significant adverse effect on the future value of the investment. We consider various factors in determining
whether an impairment is other-than-temporary, including the severity and duration of the impairment,
forecasted recovery, the financial condition and near-term prospects of the investee, and our ability and intent to
hold the investment for a period of time sufficient to allow for any anticipated recovery in market value.
54
Amounts included in other income (expense), net for realized gains on the sale of available-for-sale
securities and the appropriate share of loss on equity method investments were as follows:
Years Ended October 31,
2013
2011
2012
(in millions)
Available-for-sale investments — realized gain
$
Equity method investments - share of losses
1
(2)
$
$
2
—
$
$
6
—
Net unrealized gains and losses on our trading securities portfolio were $8 million of unrealized gains in
2013, $5 million of unrealized gains in 2012 and $1 million of unrealized gains in 2011.
Realized gains from the sale of cost method securities were zero for 2013, $2 million for 2012 and zero
for 2011. Proceeds from the sale of cost method investments were $11 million in 2013.
Investments in Leases
In February 2001, we sold a parcel of surplus land in San Jose, California for $287 million in cash. In
August 2001, we acquired a long-term leasehold interest in several municipal properties in southern California.
In 2002, we received $237 million in non-refundable prepaid rent related to the leasehold interests described
above.
In December 2011, we terminated our leasehold interest in the municipal properties, received $80 million
in cash and recognized a loss of approximately $2 million.
12. Fair Value Measurements
The authoritative guidance defines fair value as the price that would be received from selling an asset or
paid to transfer a liability in an orderly transaction between market participants at the measurement date. When
determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair
value, we consider the principal or most advantageous market and assumptions that market participants would
use when pricing the asset or liability.
Fair Value Hierarchy
The guidance establishes a fair value hierarchy that prioritizes the use of inputs used in valuation
techniques into three levels. A financial instrument's categorization within the fair value hierarchy is based upon
the lowest level of input that is significant to the fair value measurement. There are three levels of inputs that
may be used to measure fair value:
Level 1 — applies to assets or liabilities for which there are quoted prices in active markets for identical
assets or liabilities.
Level 2 — applies to assets or liabilities for which there are inputs other than quoted prices included
within level 1 that are observable, either directly or indirectly, for the asset or liability such as: quoted prices for
similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in less
active markets; or other inputs that can be derived principally from, or corroborated by, observable market data.
Level 3 — applies to assets or liabilities for which there are unobservable inputs to the valuation
methodology that are significant to the measurement of the fair value of the assets or liabilities.
The following table summarizes the company's equity investments as of October 31, 2013 and 2012 (net
11. Investments
Equity Investments
book value):
Short-Term
Cost method investments
Long-Term
Cost method investments
Trading securities
Available-for-sale investments
Equity method investments
Total
October 31,
2013
2012
(in millions)
$
$
$
—
$
44
51
25
19
139
$
11
59
50
—
—
109
Cost method investments consist of non-marketable equity securities and two funds and are accounted for
at historical cost. Trading securities are reported at fair value, with gains or losses resulting from changes in fair
value recognized currently in earnings. Investments designated as available-for-sale were reported at fair value,
with unrealized gains and losses, net of tax, included in stockholders' equity. Equity method investments are
reported at the amount of the company’s initial investment and adjusted each period for the company’s share of
the investee’s income or loss and dividend paid.
Investments in available-for-sale securities at estimated fair value were as follows as of October 31, 2013:
Equity securities
October 31, 2013
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Estimated
Fair
Value
$
15
15
$
(in millions)
10
10
$
—
— $
25
25
All of our investments, excluding trading securities, are subject to periodic impairment review. The
impairment analysis requires significant judgment to identify events or circumstances that would likely have
significant adverse effect on the future value of the investment. We consider various factors in determining
whether an impairment is other-than-temporary, including the severity and duration of the impairment,
forecasted recovery, the financial condition and near-term prospects of the investee, and our ability and intent to
hold the investment for a period of time sufficient to allow for any anticipated recovery in market value.
Amounts included in other income (expense), net for realized gains on the sale of available-for-sale
securities and the appropriate share of loss on equity method investments were as follows:
Available-for-sale investments — realized gain
Equity method investments - share of losses
Years Ended October 31,
2013
2012
(in millions)
2011
$
1
(2)
$
$
2
—
$
$
6
—
Net unrealized gains and losses on our trading securities portfolio were $8 million of unrealized gains in
2013, $5 million of unrealized gains in 2012 and $1 million of unrealized gains in 2011.
Realized gains from the sale of cost method securities were zero for 2013, $2 million for 2012 and zero
for 2011. Proceeds from the sale of cost method investments were $11 million in 2013.
Investments in Leases
In February 2001, we sold a parcel of surplus land in San Jose, California for $287 million in cash. In
August 2001, we acquired a long-term leasehold interest in several municipal properties in southern California.
In 2002, we received $237 million in non-refundable prepaid rent related to the leasehold interests described
above.
In December 2011, we terminated our leasehold interest in the municipal properties, received $80 million
in cash and recognized a loss of approximately $2 million.
12. Fair Value Measurements
The authoritative guidance defines fair value as the price that would be received from selling an asset or
paid to transfer a liability in an orderly transaction between market participants at the measurement date. When
determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair
value, we consider the principal or most advantageous market and assumptions that market participants would
use when pricing the asset or liability.
Fair Value Hierarchy
The guidance establishes a fair value hierarchy that prioritizes the use of inputs used in valuation
techniques into three levels. A financial instrument's categorization within the fair value hierarchy is based upon
the lowest level of input that is significant to the fair value measurement. There are three levels of inputs that
may be used to measure fair value:
Level 1 — applies to assets or liabilities for which there are quoted prices in active markets for identical
assets or liabilities.
Level 2 — applies to assets or liabilities for which there are inputs other than quoted prices included
within level 1 that are observable, either directly or indirectly, for the asset or liability such as: quoted prices for
similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in less
active markets; or other inputs that can be derived principally from, or corroborated by, observable market data.
Level 3 — applies to assets or liabilities for which there are unobservable inputs to the valuation
methodology that are significant to the measurement of the fair value of the assets or liabilities.
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Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis
Financial assets and liabilities measured at fair value on a recurring basis as of October 31, 2013 were as
follows:
Fair Value Measurement at
October 31, 2013 Using
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
(in millions)
Significant
Unobservable
Inputs
(Level 3)
October 31,
2013
1,968
$
1,968
$
—
$
7
51
25
2,051
$
6
$
51
57
$
—
51
25
2,044
$
— $
—
— $
7
—
—
7
$
6
$
51
57
$
—
—
—
—
—
—
—
—
Assets:
Short-term
Cash equivalents (money market funds) $
Derivative instruments (foreign exchange
contracts)
Long-term
Trading securities
Available-for-sale investments
Total assets measured at fair value
Liabilities:
Short-term
$
Derivative instruments (foreign exchange
contracts)
$
Long-term
Deferred compensation liability
Total liabilities measured at fair value
$
Financial assets and liabilities measured at fair value on a recurring basis as of October 31, 2012 were as
follows:
Assets:
Short-term
Cash equivalents (money market funds) $
Derivative instruments (foreign
exchange and interest rate swap
Long-term
)
Trading securities
Total assets measured at fair value
Liabilities:
Short-term
Derivative instruments (foreign
exchange contracts)
Long-term
Deferred compensation liability
Total liabilities measured at fair value
$
$
$
Fair Value Measurement at
October 31, 2012 Using
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
(in millions)
Significant
Unobservable
Inputs
(Level 3)
October 31,
2012
1,834
$
1,834
$
—
$
7
—
50
1,891
$
50
1,884
$
6
$
48
54
$
— $
—
— $
56
7
—
7
$
6
$
48
54
$
—
—
—
—
—
—
—
Our money market funds, trading securities, and available-for-sale investments are generally valued using
quoted market prices and therefore are classified within level 1 of the fair value hierarchy. Our derivative
financial instruments are classified within level 2, as there is not an active market for each hedge contract, but the
inputs used to calculate the value of the instruments are tied to active markets. Our deferred compensation
liability is classified as level 2 because although the values are not directly based on quoted market prices, the
inputs used in the calculations are observable.
Trading securities and deferred compensation liability are reported at fair value, with gains or losses
resulting from changes in fair value recognized currently in net income. Investments designated as available-for-
sale and certain derivative instruments are reported at fair value, with unrealized gains and losses, net of tax,
included in stockholders' equity. Realized gains and losses from the sale of these instruments are recorded in net
income.
Long-Lived Assets
Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis
For assets measured at fair value on a non-recurring basis, the following table summarizes the
impairments included in net income for the years ended October 31, 2013 and 2012:
2013
2012
Years Ended
October 31,
(in millions)
2
1
$
$
1
—
$
$
Long-lived assets held and used
Long-lived assets held for sale
Long-lived assets held and used with a carrying amount of $2 million were written down to their fair value
of zero, resulting in an impairment charge of $2 million, which was included in net income for 2013. Long-lived
assets held and used with a carrying amount of $1 million were written down to their fair value of zero, resulting
in an impairment charge of $1 million, which was included in net income for 2012.
Long-lived assets held for sale with a carrying amount of $3 million were written down to their fair value
of $2 million, resulting in an impairment charge of $1 million which was included in net income for 2013.
Fair values for the impaired long-lived assets were measured using level 2 inputs.
We are exposed to foreign currency exchange rate fluctuations and interest rate changes in the normal
course of our business. As part of risk management strategy, we use derivative instruments, primarily forward
contracts, purchased options, and interest rate swaps, to hedge economic and/or accounting exposures resulting
from changes in foreign currency exchange rates and interest rates.
13. Derivatives
Fair Value Hedges
We are exposed to interest rate risk due to the mismatch between the interest expense we pay on our loans
at fixed rates and the variable rates of interest we receive from cash, cash equivalents and other short-term
investments. We have issued long-term debt in U.S. dollars at fixed interest rates based on the market conditions
at the time of financing. The fair value of our fixed rate debt changes when the underlying market rates of
interest change, and, in the past, we have used interest rate swaps to change our fixed interest rate payments to
U.S. dollar LIBOR-based variable interest expense to match the floating interest income from our cash, cash
Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis
Financial assets and liabilities measured at fair value on a recurring basis as of October 31, 2013 were as
follows:
Fair Value Measurement at
October 31, 2013 Using
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
(in millions)
Significant
Unobservable
Inputs
(Level 3)
October 31,
2013
2,051
$
2,044
$
$
Assets:
Short-term
Derivative instruments (foreign exchange
contracts)
Long-term
Trading securities
Available-for-sale investments
Total assets measured at fair value
Derivative instruments (foreign exchange
Deferred compensation liability
Total liabilities measured at fair value
Liabilities:
Short-term
contracts)
Long-term
follows:
—
51
25
— $
—
— $
—
50
— $
—
— $
7
—
—
7
6
$
51
57
$
7
—
7
6
$
48
54
$
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
Financial assets and liabilities measured at fair value on a recurring basis as of October 31, 2012 were as
Fair Value Measurement at
October 31, 2012 Using
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
(in millions)
Significant
Unobservable
Inputs
(Level 3)
October 31,
2012
Cash equivalents (money market funds) $
1,834
$
1,834
$
—
$
Total assets measured at fair value
1,891
$
1,884
$
$
Assets:
Short-term
Derivative instruments (foreign
exchange and interest rate swap
Long-term
)
Trading securities
Liabilities:
Short-term
Derivative instruments (foreign
exchange contracts)
Long-term
Deferred compensation liability
Total liabilities measured at fair value
$
$
$
$
$
$
7
51
25
6
$
51
57
$
7
50
6
$
48
54
$
56
Cash equivalents (money market funds) $
1,968
$
1,968
$
—
$
Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis
Our money market funds, trading securities, and available-for-sale investments are generally valued using
quoted market prices and therefore are classified within level 1 of the fair value hierarchy. Our derivative
financial instruments are classified within level 2, as there is not an active market for each hedge contract, but the
inputs used to calculate the value of the instruments are tied to active markets. Our deferred compensation
liability is classified as level 2 because although the values are not directly based on quoted market prices, the
inputs used in the calculations are observable.
Trading securities and deferred compensation liability are reported at fair value, with gains or losses
resulting from changes in fair value recognized currently in net income. Investments designated as available-for-
sale and certain derivative instruments are reported at fair value, with unrealized gains and losses, net of tax,
included in stockholders' equity. Realized gains and losses from the sale of these instruments are recorded in net
income.
Long-Lived Assets
For assets measured at fair value on a non-recurring basis, the following table summarizes the
impairments included in net income for the years ended October 31, 2013 and 2012:
Long-lived assets held and used
Long-lived assets held for sale
Years Ended
October 31,
2013
2012
$
$
(in millions)
$
$
2
1
1
—
Long-lived assets held and used with a carrying amount of $2 million were written down to their fair value
of zero, resulting in an impairment charge of $2 million, which was included in net income for 2013. Long-lived
assets held and used with a carrying amount of $1 million were written down to their fair value of zero, resulting
in an impairment charge of $1 million, which was included in net income for 2012.
Long-lived assets held for sale with a carrying amount of $3 million were written down to their fair value
of $2 million, resulting in an impairment charge of $1 million which was included in net income for 2013.
Fair values for the impaired long-lived assets were measured using level 2 inputs.
13. Derivatives
We are exposed to foreign currency exchange rate fluctuations and interest rate changes in the normal
course of our business. As part of risk management strategy, we use derivative instruments, primarily forward
contracts, purchased options, and interest rate swaps, to hedge economic and/or accounting exposures resulting
from changes in foreign currency exchange rates and interest rates.
Fair Value Hedges
We are exposed to interest rate risk due to the mismatch between the interest expense we pay on our loans
at fixed rates and the variable rates of interest we receive from cash, cash equivalents and other short-term
investments. We have issued long-term debt in U.S. dollars at fixed interest rates based on the market conditions
at the time of financing. The fair value of our fixed rate debt changes when the underlying market rates of
interest change, and, in the past, we have used interest rate swaps to change our fixed interest rate payments to
U.S. dollar LIBOR-based variable interest expense to match the floating interest income from our cash, cash
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equivalents and other short term investments. As of October 31, 2013, all interest rate swap contracts had either
been terminated or had expired.
On November 25, 2008, we terminated two interest rate swap contracts associated with our 2017 senior
notes that represented the notional amount of $400 million. The asset value, including interest receivable, upon
termination was approximately $43 million and the amount to be amortized at October 31, 2013 was $22 million.
On June 6, 2011, we also terminated five interest rate swap contracts associated with our 2015 senior notes that
represented the notional amount of $500 million. The asset value, including interest receivable, upon termination
was approximately $31 million and the amount to be amortized at October 31, 2013 was $12 million. On
August 9, 2011, we terminated five interest rate swap contracts related to our 2020 senior notes that represented
the notional amount of $500 million. The asset value, including interest receivable, upon termination for these
contracts was approximately $34 million and the amount to be amortized at October 31, 2013 was $26 million.
The proceeds from all such terminated interest rate swaps are recorded as operating cash flows and the gain is
being deferred and amortized over the remaining life of the respective senior notes.
Cash Flow Hedges
We enter into foreign exchange contracts to hedge our forecasted operational cash flow exposures
resulting from changes in foreign currency exchange rates. These foreign exchange contracts, carried at fair
value, have maturities between one and twelve months. These derivative instruments are designated and qualify
as cash flow hedges under the criteria prescribed in the authoritative guidance. The changes in the value of the
effective portion of the derivative instrument are recognized in accumulated other comprehensive income.
Amounts associated with cash flow hedges are reclassified to cost of sales in the consolidated statement of
operations when the forecasted transaction occurs. If it becomes probable that the forecasted transaction will not
occur, the hedge relationship will be de-designated and amounts accumulated in other comprehensive income
will be reclassified to other income (expense) in the current period. Changes in the fair value of the ineffective
portion of derivative instruments are recognized in earnings in the consolidated statement of operations in the
current period. We record the premium paid (time value) of an option on the date of purchase as an asset. For
options designated as cash flow hedges, changes in the time value are excluded from the assessment of hedge
effectiveness and are recognized in other income (expense) over the life of the option contract. Ineffectiveness in
2013, 2012 and 2011 was not significant. For the year ended October 31, 2013, 2012 and 2011 gains and losses
recognized in earnings due to de-designation of cash flow hedge contracts were not significant.
In July 2012, Agilent executed treasury lock agreements for $400 million in connection with future
interest payments to be made on our 2022 senior notes issued on September 10, 2012. We designated the
treasury lock as a cash flow hedge. The treasury lock contracts were terminated on September 10, 2012 and we
recognized a deferred gain in accumulated other comprehensive income of $3 million to be amortized to interest
expense over the life of the 2022 senior notes.
Other Hedges
Additionally, we enter into foreign exchange contracts to hedge monetary assets and liabilities that are
denominated in currencies other than the functional currency of our subsidiaries. These foreign exchange
contracts are carried at fair value and do not qualify for hedge accounting treatment and are not designated as
hedging instruments. Changes in value of the derivative are recognized in other income (expense) in the
consolidated statement of operations, in the current period, along with the offsetting foreign currency gain or loss
on the underlying assets or liabilities.
In connection with the acquisition of Dako, Agilent entered into several foreign currency forward
contracts to mitigate the currency exchange risk associated with the payment of the purchase price in Danish
Krone and the repayment of debt in multiple currencies. The aggregate notional amount of the currencies hedged
was $1.7 billion. These foreign exchange contracts did not qualify for hedge accounting treatment and were not
designated as hedging instruments. The resulting loss on settlement, on the date of acquisition, was $14 million
and was recorded in other income (expense) in the consolidated statement of operations for the year ended
October 31, 2012.
58
Our use of derivative instruments exposes us to credit risk to the extent that the counterparties may be
unable to meet the terms of the agreement. We do, however, seek to mitigate such risks by limiting our
counterparties to major financial institutions which are selected based on their credit ratings and other factors.
We have established policies and procedures for mitigating credit risk that include establishing counterparty
credit limits, monitoring credit exposures, and continually assessing the creditworthiness of counterparties.
A number of our derivative agreements contain threshold limits to the net liability position with
counterparties and are dependent on our corporate credit rating determined by the major credit rating agencies.
The counterparties to the derivative instruments may request collateralization, in accordance with derivative
agreements, on derivative instruments in net liability positions.
The aggregate fair value of all derivative instruments with credit-risk-related contingent features that were
in a net liability position as of October 31, 2013, was $3 million. The credit-risk-related contingent features
underlying these agreements had not been triggered as of October 31, 2013.
There were 151 foreign exchange forward contracts and 19 foreign exchange option contracts open as of
October 31, 2013 and designated as cash flow hedges. There were 170 foreign exchange forward contracts open
as of October 31, 2013 not designated as hedging instruments. The aggregated U.S. Dollar notional amounts by
currency and designation as of October 31, 2013 were as follows:
Currency
Euro
British Pound
Canadian Dollar
Australian Dollars
Malaysian Ringgit
Japanese Yen
Other
Derivatives in
Cash Flow
Hedging Relationships
Forward
Contracts
Buy/(Sell)
Option
Contracts
Buy/(Sell)
(in millions)
Derivatives
Not
Designated
as Hedging
Instruments
Forward
Contracts
Buy/(Sell)
$
$
(23)
(17)
(37)
11
113
(56)
(9)
(18)
$
$
— $
—
—
—
—
(97)
—
(97) $
243
—
2
9
14
3
(10)
261
The notional amounts within derivatives not designated as hedging instruments include forward cross
currency contracts of Danish Krone equivalent of $70 million to sell Euro, $6 million to sell Japanese Yen and
$5 million to buy other currencies.
Derivative instruments are subject to master netting arrangements and are disclosed gross in the balance
sheet. The gross fair values and balance sheet location of derivative instruments held in the consolidated balance
sheet as of October 31, 2013 and 2012 were as follows:
equivalents and other short term investments. As of October 31, 2013, all interest rate swap contracts had either
been terminated or had expired.
On November 25, 2008, we terminated two interest rate swap contracts associated with our 2017 senior
notes that represented the notional amount of $400 million. The asset value, including interest receivable, upon
termination was approximately $43 million and the amount to be amortized at October 31, 2013 was $22 million.
On June 6, 2011, we also terminated five interest rate swap contracts associated with our 2015 senior notes that
represented the notional amount of $500 million. The asset value, including interest receivable, upon termination
was approximately $31 million and the amount to be amortized at October 31, 2013 was $12 million. On
August 9, 2011, we terminated five interest rate swap contracts related to our 2020 senior notes that represented
the notional amount of $500 million. The asset value, including interest receivable, upon termination for these
contracts was approximately $34 million and the amount to be amortized at October 31, 2013 was $26 million.
The proceeds from all such terminated interest rate swaps are recorded as operating cash flows and the gain is
being deferred and amortized over the remaining life of the respective senior notes.
Cash Flow Hedges
We enter into foreign exchange contracts to hedge our forecasted operational cash flow exposures
resulting from changes in foreign currency exchange rates. These foreign exchange contracts, carried at fair
value, have maturities between one and twelve months. These derivative instruments are designated and qualify
as cash flow hedges under the criteria prescribed in the authoritative guidance. The changes in the value of the
effective portion of the derivative instrument are recognized in accumulated other comprehensive income.
Amounts associated with cash flow hedges are reclassified to cost of sales in the consolidated statement of
operations when the forecasted transaction occurs. If it becomes probable that the forecasted transaction will not
occur, the hedge relationship will be de-designated and amounts accumulated in other comprehensive income
will be reclassified to other income (expense) in the current period. Changes in the fair value of the ineffective
portion of derivative instruments are recognized in earnings in the consolidated statement of operations in the
current period. We record the premium paid (time value) of an option on the date of purchase as an asset. For
options designated as cash flow hedges, changes in the time value are excluded from the assessment of hedge
effectiveness and are recognized in other income (expense) over the life of the option contract. Ineffectiveness in
2013, 2012 and 2011 was not significant. For the year ended October 31, 2013, 2012 and 2011 gains and losses
recognized in earnings due to de-designation of cash flow hedge contracts were not significant.
In July 2012, Agilent executed treasury lock agreements for $400 million in connection with future
interest payments to be made on our 2022 senior notes issued on September 10, 2012. We designated the
treasury lock as a cash flow hedge. The treasury lock contracts were terminated on September 10, 2012 and we
recognized a deferred gain in accumulated other comprehensive income of $3 million to be amortized to interest
expense over the life of the 2022 senior notes.
Other Hedges
Additionally, we enter into foreign exchange contracts to hedge monetary assets and liabilities that are
denominated in currencies other than the functional currency of our subsidiaries. These foreign exchange
contracts are carried at fair value and do not qualify for hedge accounting treatment and are not designated as
hedging instruments. Changes in value of the derivative are recognized in other income (expense) in the
consolidated statement of operations, in the current period, along with the offsetting foreign currency gain or loss
on the underlying assets or liabilities.
In connection with the acquisition of Dako, Agilent entered into several foreign currency forward
contracts to mitigate the currency exchange risk associated with the payment of the purchase price in Danish
Krone and the repayment of debt in multiple currencies. The aggregate notional amount of the currencies hedged
was $1.7 billion. These foreign exchange contracts did not qualify for hedge accounting treatment and were not
designated as hedging instruments. The resulting loss on settlement, on the date of acquisition, was $14 million
and was recorded in other income (expense) in the consolidated statement of operations for the year ended
October 31, 2012.
Our use of derivative instruments exposes us to credit risk to the extent that the counterparties may be
unable to meet the terms of the agreement. We do, however, seek to mitigate such risks by limiting our
counterparties to major financial institutions which are selected based on their credit ratings and other factors.
We have established policies and procedures for mitigating credit risk that include establishing counterparty
credit limits, monitoring credit exposures, and continually assessing the creditworthiness of counterparties.
A number of our derivative agreements contain threshold limits to the net liability position with
counterparties and are dependent on our corporate credit rating determined by the major credit rating agencies.
The counterparties to the derivative instruments may request collateralization, in accordance with derivative
agreements, on derivative instruments in net liability positions.
The aggregate fair value of all derivative instruments with credit-risk-related contingent features that were
in a net liability position as of October 31, 2013, was $3 million. The credit-risk-related contingent features
underlying these agreements had not been triggered as of October 31, 2013.
There were 151 foreign exchange forward contracts and 19 foreign exchange option contracts open as of
October 31, 2013 and designated as cash flow hedges. There were 170 foreign exchange forward contracts open
as of October 31, 2013 not designated as hedging instruments. The aggregated U.S. Dollar notional amounts by
currency and designation as of October 31, 2013 were as follows:
Currency
Euro
British Pound
Canadian Dollar
Australian Dollars
Malaysian Ringgit
Japanese Yen
Other
Derivatives in
Cash Flow
Hedging Relationships
Forward
Contracts
Buy/(Sell)
Option
Contracts
Buy/(Sell)
(in millions)
Derivatives
Not
Designated
as Hedging
Instruments
Forward
Contracts
Buy/(Sell)
$
$
(23)
(17)
(37)
11
113
(56)
(9)
(18)
$
$
— $
—
—
—
—
(97)
—
(97) $
243
2
—
9
14
3
(10)
261
The notional amounts within derivatives not designated as hedging instruments include forward cross
currency contracts of Danish Krone equivalent of $70 million to sell Euro, $6 million to sell Japanese Yen and
$5 million to buy other currencies.
Derivative instruments are subject to master netting arrangements and are disclosed gross in the balance
sheet. The gross fair values and balance sheet location of derivative instruments held in the consolidated balance
sheet as of October 31, 2013 and 2012 were as follows:
58
59
s
l
a
i
c
n
a
n
i
F
t
r
o
p
e
R
l
a
u
n
n
A
T
R
O
P
E
R
L
A
U
N
N
A
Asset Derivatives
Liability Derivatives
Fair Values of Derivative Instruments
Fair Value
October 31,
2013
October 31,
2012
(in millions)
Balance Sheet Location
Fair Value
October 31,
2013
October 31,
2012
Balance Sheet Location
Derivatives designated as
hedging instruments:
Fair value hedges
Interest rate contracts
Other current assets
Other assets
Cash flow hedges
Foreign exchange contracts
Other current assets
Derivatives not designated as
hedging instruments:
Foreign exchange contracts
Other current assets
Total derivatives
$
$
$
$
$
$
— $
— $
— Other accrued liabilities
$
— Other long-term liabilities $
— $
— $
4
4
3
7
$
$
$
$
4
4
3
7
Other accrued liabilities
Other accrued liabilities
$
$
$
$
4
4
2
6
$
$
$
$
The effect of derivative instruments for interest rate swap contracts and for foreign exchange contracts
designated as hedging instruments and not designated as hedging instruments in our consolidated statement of
operations were as follows:
2013
2012
(in millions)
2011
Derivatives designated as hedging instruments:
Fair Value Hedges
Gain on interest rate swap contracts, including interest accrual,
recognized in interest expense
Gain (loss) on hedged item, recognized in interest expense
Cash Flow Hedges
Gain recognized in accumulated other comprehensive income
Gain (loss) reclassified from accumulated other comprehensive
income into cost of sales
Treasury Lock Agreements
Gain recognized in accumulated other comprehensive income
Derivatives not designated as hedging instruments:
Gain (loss) recognized in other income (expense), net
$
$
$
$
$
$
— $
— $
10
13
$
$
— $
—
3
$
$
7
$
8
$
3
$
7
$
(34) $
The estimated net amount of existing loss at October 31, 2013 that is expected to be reclassified from
other comprehensive income to the cost of sales within the next twelve months is $1 million.
60
—
—
2
2
4
6
27
(3)
—
(5)
—
13
14. Restructuring
In the second quarter of 2013, in response to slow revenue growth due to macroeconomic conditions, we
accrued for a targeted restructuring program that is expected to reduce Agilent's total headcount by
approximately 450 regular employees, representing approximately 2 percent of our global workforce. The timing
and scope of workforce reductions will vary based on local legal requirements. When completed, the
restructuring program is expected to result in a reduction in annual cost of sales and operating expenses.
As previously announced, we are streamlining our manufacturing operations. As part of this action, we
anticipate the reduction of approximately 250 positions to reduce our annual cost of sales.
Total headcount reductions from targeted restructuring and manufacturing streamlining will be
approximately 700 positions. Within the U.S, we have substantially completed these restructuring activities.
Internationally, we expect to complete the majority of these restructuring activities by the end of the second half
of fiscal 2014. As of October 31, 2013, approximately 250 employees were terminated under the targeted
restructuring program and 100 employees were terminated under the streamlining of manufacturing.
A summary of total restructuring accrual activity is shown in the table below:
Balance as of October 31, 2012
Income statement expense
Cash payments
Balance as of October 31, 2013
The restructuring accruals, which totaled $24 million at October 31, 2013, are recorded in other accrued
liabilities on the consolidated balance sheet. These balances reflect estimated future cash outlays.
A summary of the charges in the consolidated statement of operations resulting from all restructuring
plans is shown below:
Workforce
Reduction
(in millions)
—
53
(29)
24
Year Ended
October 31,
2013
(in millions)
19
9
25
53
$
$
$
$
Cost of products and services
Research and development
Selling, general and administrative
Total restructuring, asset impairments and other special charges
Derivatives designated as
hedging instruments:
Fair value hedges
Interest rate contracts
Other current assets
Other assets
Cash flow hedges
Foreign exchange contracts
Other current assets
Derivatives not designated as
hedging instruments:
Foreign exchange contracts
Other current assets
Total derivatives
$
$
$
$
$
$
— $
— $
— Other accrued liabilities
$
— Other long-term liabilities $
— $
— $
4
4
3
7
$
$
$
$
4
4
3
7
$
$
$
$
4
4
2
6
$
$
$
$
Other accrued liabilities
Derivatives designated as hedging instruments:
Fair Value Hedges
Gain on interest rate swap contracts, including interest accrual,
recognized in interest expense
Gain (loss) on hedged item, recognized in interest expense
Cash Flow Hedges
Gain recognized in accumulated other comprehensive income
Gain (loss) reclassified from accumulated other comprehensive
income into cost of sales
Treasury Lock Agreements
Gain recognized in accumulated other comprehensive income
Derivatives not designated as hedging instruments:
Gain (loss) recognized in other income (expense), net
$
$
$
$
$
$
— $
— $
10
13
$
$
— $
—
3
$
$
7
$
8
$
3
$
7
$
(34) $
The estimated net amount of existing loss at October 31, 2013 that is expected to be reclassified from
other comprehensive income to the cost of sales within the next twelve months is $1 million.
—
—
2
2
4
6
27
(3)
—
(5)
—
13
Asset Derivatives
Liability Derivatives
Fair Values of Derivative Instruments
Balance Sheet Location
2013
2012
Balance Sheet Location
2013
2012
Fair Value
October 31,
October 31,
(in millions)
Fair Value
October 31,
October 31,
14. Restructuring
In the second quarter of 2013, in response to slow revenue growth due to macroeconomic conditions, we
accrued for a targeted restructuring program that is expected to reduce Agilent's total headcount by
approximately 450 regular employees, representing approximately 2 percent of our global workforce. The timing
and scope of workforce reductions will vary based on local legal requirements. When completed, the
restructuring program is expected to result in a reduction in annual cost of sales and operating expenses.
As previously announced, we are streamlining our manufacturing operations. As part of this action, we
anticipate the reduction of approximately 250 positions to reduce our annual cost of sales.
Total headcount reductions from targeted restructuring and manufacturing streamlining will be
approximately 700 positions. Within the U.S, we have substantially completed these restructuring activities.
Internationally, we expect to complete the majority of these restructuring activities by the end of the second half
of fiscal 2014. As of October 31, 2013, approximately 250 employees were terminated under the targeted
restructuring program and 100 employees were terminated under the streamlining of manufacturing.
Other accrued liabilities
A summary of total restructuring accrual activity is shown in the table below:
The effect of derivative instruments for interest rate swap contracts and for foreign exchange contracts
designated as hedging instruments and not designated as hedging instruments in our consolidated statement of
operations were as follows:
Balance as of October 31, 2012
Income statement expense
Cash payments
Balance as of October 31, 2013
Workforce
Reduction
(in millions)
—
53
(29)
24
$
$
2013
2011
2012
(in millions)
The restructuring accruals, which totaled $24 million at October 31, 2013, are recorded in other accrued
liabilities on the consolidated balance sheet. These balances reflect estimated future cash outlays.
A summary of the charges in the consolidated statement of operations resulting from all restructuring
plans is shown below:
Cost of products and services
Research and development
Selling, general and administrative
Total restructuring, asset impairments and other special charges
60
61
Year Ended
October 31,
2013
(in millions)
19
9
25
53
$
$
s
l
a
i
c
n
a
n
i
F
t
r
o
p
e
R
l
a
u
n
n
A
T
R
O
P
E
R
L
A
U
N
N
A
Components of net periodic cost. The company uses alternate methods of amortization as allowed by the
authoritative guidance which amortizes the actuarial gains and losses on a consistent basis for the years presented.
For U.S. Plans, gains and losses are amortized over the average future working lifetime. For most Non-U.S. Plans and
U.S. Post-Retirement Benefit Plans, gains and losses are amortized using a separate layer for each year's gains and
losses. For the years ended October 31, 2013, 2012 and 2011, components of net periodic benefit cost and other
amounts recognized in other comprehensive income were comprised of:
Pensions
U.S. Plans
Non-U.S. Plans
U.S. Post-Retirement Benefit
Plans
2012
2013
2012
2011
2013
2012
2011
2013
2011
(in millions)
Amortization of prior service benefit
(12)
Net periodic benefit cost (benefit)
Service cost — benefits earned
during the period
Interest cost on benefit obligation
Expected return on plan assets
Amortization of net actuarial loss
Net periodic benefit cost (benefit)
Curtailments and settlements
Total periodic benefit cost (benefit)
Other changes in plan assets and
benefit obligations recognized in
other comprehensive (income) loss
Prior service cost (benefit)
Amortization of prior service benefit
Foreign currency
Total recognized in other
comprehensive (income) loss
Total recognized in net periodic benefit
cost (benefit) and other comprehensive
(income) loss
$
$
$
$
$
(21) $
(20)
$
$
$
$
$
$
$
$
$
$
(51)
44
24
13
18
—
18
—
12
—
40
27
(46)
7
(12)
16
—
16
69
(7)
—
12
—
42
28
(44)
4
(12)
18
(1)
17
31
(4)
—
12
—
$
$
36
68
(97)
55
(1)
61
—
61
(85)
(55)
—
1
2
$
$
$
$
(94)
(20)
(1)
4
12
18
(35)
(21)
—
3
15
(19)
16
(35)
(20)
—
22
(16)
—
35
—
3
21
(21)
14
(26)
(9)
—
(9)
(14)
(194)
26
—
—
35
—
32
72
40
49
—
49
6
1
11
33
74
(92)
42
(1)
56
—
56
(42)
—
1
(5)
$
$
$ (123) $
74
39
$ (137)
$ 168
18
$
(40) $
41
$ (170)
$ (105) $
90
56
$
(76)
$ 224
67
$
(61) $
21
$ (179)
Net actuarial (gain) loss
$ (122) $
Amortization of net actuarial loss
(13)
$ 214
$
40
$
(57) $
$
12
(40)
(18)
In 2011, due to payments exceeding the sum of service cost plus interest cost in the U.S. Supplemental
Benefits Retirement Plan, we recorded a $1 million settlement gain in the income statement as required by
authoritative guidance.
15. Retirement Plans and Post Retirement Pension Plans
General. Substantially all of our employees are covered under various defined benefit and/or defined
contribution retirement plans. Additionally, we sponsor post-retirement health care benefits for our eligible U.S.
employees.
Agilent provides U.S. employees, who meet eligibility criteria under the Agilent Technologies, Inc.
Retirement Plan ("RP"), defined benefits which are based on an employee's base or target pay during the years of
employment and on length of service. For eligible service through October 31, 1993, the benefit payable under
the Agilent Retirement Plan is reduced by any amounts due to the eligible employee under our defined
contribution Deferred Profit-Sharing Plan ("DPSP"), which was closed to new participants as of November 1993.
In addition, in the U.S., Agilent maintains the Supplemental Benefits Retirement Plan ("SBRP"), a
supplemental unfunded non-qualified defined benefit plan to provide benefits that would be provided under the
RP but for limitations imposed by the Internal Revenue Code. The RP and the SBRP comprise the "U.S. Plans".
As of October 31, 2013 and 2012, the fair value of plan assets of the DPSP for U.S. Agilent Employees
was $552 million and $534 million, respectively. Note that the projected benefit obligation for the DPSP equals
the fair value of plan assets.
Eligible employees outside the U.S. generally receive retirement benefits under various retirement plans
based upon factors such as years of service and/or employee compensation levels. Eligibility is generally
determined in accordance with local statutory requirements.
401(k) defined contribution plan. Eligible U.S. employees may participate
the Agilent
Technologies, Inc. 401(k) Plan (the "401(k) Plan"). Enrollment in the 401(k) Plan is automatic for employees
who meet eligibility requirements unless they decline participation. Under the 401(k) Plan, we provide matching
contributions to employees up to a maximum of 4 percent of an employee's annual eligible compensation. The
maximum contribution to the 401(k) Plan is 50 percent of an employee's annual eligible compensation, subject to
regulatory limitations. The 401(k) Plan employer expense included in income from operations was $25 million in
2013, $25 million in 2012 and $24 million in 2011.
in
Post-retirement medical benefit plans. In addition to receiving retirement benefits, U.S. employees who
meet eligibility requirements as of their termination date may participate in the Agilent Technologies, Inc. Health
Plan for Retirees. Eligible retirees who were less than age 50 as of January 1, 2005 and who retire after age 55
with 15 or more years of service are eligible for a fixed amount which can be utilized to pay for either Agilent
sponsored plans and/or individual medicare plans. Eligible retirees who were at least age 50 as of January 1,
2005 and who retire after age 55 with 15 or more years of service currently choose from managed-care,
indemnity options or individual medicare plans, with the company subsidization level or stipend dependent on a
number of factors including eligibility and length of service. See Plan Amendments below for changes to these
benefits.
Plan Amendments. On April 1, 2011, changes to the Agilent Technologies, Inc. Health Plan for Retirees
were approved. Effective January 1, 2012, employees who were at least age 50 as of January 1, 2005 and who
retire after age 55 with 15 or more years of service are eligible for fixed dollar subsidies and stipends.
Grandfathered retirees receive a fixed monthly subsidy toward pre-65 premium costs (subsidy capped at 2011
levels) and a fixed monthly stipend post-65. The subsidy amounts will not increase. In connection with these
changes, we reduced our Accumulated Prospective Benefit Obligation by $194 million with the offset going to
accumulated other comprehensive income.
62
15. Retirement Plans and Post Retirement Pension Plans
General. Substantially all of our employees are covered under various defined benefit and/or defined
contribution retirement plans. Additionally, we sponsor post-retirement health care benefits for our eligible U.S.
employees.
Agilent provides U.S. employees, who meet eligibility criteria under the Agilent Technologies, Inc.
Retirement Plan ("RP"), defined benefits which are based on an employee's base or target pay during the years of
employment and on length of service. For eligible service through October 31, 1993, the benefit payable under
the Agilent Retirement Plan is reduced by any amounts due to the eligible employee under our defined
contribution Deferred Profit-Sharing Plan ("DPSP"), which was closed to new participants as of November 1993.
In addition, in the U.S., Agilent maintains the Supplemental Benefits Retirement Plan ("SBRP"), a
supplemental unfunded non-qualified defined benefit plan to provide benefits that would be provided under the
RP but for limitations imposed by the Internal Revenue Code. The RP and the SBRP comprise the "U.S. Plans".
As of October 31, 2013 and 2012, the fair value of plan assets of the DPSP for U.S. Agilent Employees
was $552 million and $534 million, respectively. Note that the projected benefit obligation for the DPSP equals
the fair value of plan assets.
Eligible employees outside the U.S. generally receive retirement benefits under various retirement plans
based upon factors such as years of service and/or employee compensation levels. Eligibility is generally
determined in accordance with local statutory requirements.
401(k) defined contribution plan. Eligible U.S. employees may participate
in
the Agilent
Technologies, Inc. 401(k) Plan (the "401(k) Plan"). Enrollment in the 401(k) Plan is automatic for employees
who meet eligibility requirements unless they decline participation. Under the 401(k) Plan, we provide matching
contributions to employees up to a maximum of 4 percent of an employee's annual eligible compensation. The
maximum contribution to the 401(k) Plan is 50 percent of an employee's annual eligible compensation, subject to
regulatory limitations. The 401(k) Plan employer expense included in income from operations was $25 million in
2013, $25 million in 2012 and $24 million in 2011.
Post-retirement medical benefit plans. In addition to receiving retirement benefits, U.S. employees who
meet eligibility requirements as of their termination date may participate in the Agilent Technologies, Inc. Health
Plan for Retirees. Eligible retirees who were less than age 50 as of January 1, 2005 and who retire after age 55
with 15 or more years of service are eligible for a fixed amount which can be utilized to pay for either Agilent
sponsored plans and/or individual medicare plans. Eligible retirees who were at least age 50 as of January 1,
2005 and who retire after age 55 with 15 or more years of service currently choose from managed-care,
indemnity options or individual medicare plans, with the company subsidization level or stipend dependent on a
number of factors including eligibility and length of service. See Plan Amendments below for changes to these
benefits.
Plan Amendments. On April 1, 2011, changes to the Agilent Technologies, Inc. Health Plan for Retirees
were approved. Effective January 1, 2012, employees who were at least age 50 as of January 1, 2005 and who
retire after age 55 with 15 or more years of service are eligible for fixed dollar subsidies and stipends.
Grandfathered retirees receive a fixed monthly subsidy toward pre-65 premium costs (subsidy capped at 2011
levels) and a fixed monthly stipend post-65. The subsidy amounts will not increase. In connection with these
changes, we reduced our Accumulated Prospective Benefit Obligation by $194 million with the offset going to
accumulated other comprehensive income.
Components of net periodic cost. The company uses alternate methods of amortization as allowed by the
authoritative guidance which amortizes the actuarial gains and losses on a consistent basis for the years presented.
For U.S. Plans, gains and losses are amortized over the average future working lifetime. For most Non-U.S. Plans and
U.S. Post-Retirement Benefit Plans, gains and losses are amortized using a separate layer for each year's gains and
losses. For the years ended October 31, 2013, 2012 and 2011, components of net periodic benefit cost and other
amounts recognized in other comprehensive income were comprised of:
Pensions
U.S. Plans
Non-U.S. Plans
U.S. Post-Retirement Benefit
Plans
2013
2012
2011
2013
2012
2011
2013
2012
2011
(in millions)
Net periodic benefit cost (benefit)
Service cost — benefits earned
during the period
Interest cost on benefit obligation
Expected return on plan assets
Amortization of net actuarial loss
Amortization of prior service benefit
Net periodic benefit cost (benefit)
Curtailments and settlements
Total periodic benefit cost (benefit)
Other changes in plan assets and
benefit obligations recognized in
other comprehensive (income) loss
$
$
$
44
24
(51)
13
(12)
18
—
18
$
40
27
(46)
7
(12)
16
—
16
Net actuarial (gain) loss
Amortization of net actuarial loss
Prior service cost (benefit)
Amortization of prior service benefit
Foreign currency
$ (122) $
(13)
—
12
—
69
(7)
—
12
—
Total recognized in other
comprehensive (income) loss
Total recognized in net periodic benefit
cost (benefit) and other comprehensive
(income) loss
$ (123) $
74
$ (105) $
90
$
$
$
$
$
$
$
$
42
28
(44)
4
(12)
18
(1)
17
31
(4)
—
12
—
36
68
(97)
55
(1)
61
—
61
$
$
33
74
(92)
42
(1)
56
—
56
(85)
(55)
—
1
2
$ 214
(42)
—
1
(5)
39
$ (137)
$ 168
56
$
(76)
$ 224
$
$
$
$
$
$
32
72
(94)
40
(1)
49
—
49
$
$
4
12
(20)
18
(35)
(21)
—
(21) $
3
15
(19)
16
(35)
(20)
—
(20)
$
40
(40)
6
1
11
(57) $
(18)
—
35
—
22
(16)
—
35
—
$
$
$
3
21
(21)
14
(26)
(9)
—
(9)
12
(14)
(194)
26
—
18
$
(40) $
41
$ (170)
67
$
(61) $
21
$ (179)
In 2011, due to payments exceeding the sum of service cost plus interest cost in the U.S. Supplemental
Benefits Retirement Plan, we recorded a $1 million settlement gain in the income statement as required by
authoritative guidance.
62
63
s
l
a
i
c
n
a
n
i
F
t
r
o
p
e
R
l
a
u
n
n
A
T
R
O
P
E
R
L
A
U
N
N
A
Funded status. As of October 31, 2013 and 2012, the funded status of the defined benefit and post-
retirement benefit plans was:
U.S. Defined
Benefit Plans
Non-U.S. Defined
Benefit Plans
U.S.
Post-Retirement
Benefit Plans
2013
2012
2013
2012
2013
2012
(in millions)
Change in fair value of plan assets:
Fair value — beginning of year
Actual return on plan assets
Employer contributions
Participants' contributions
Benefits paid
Currency impact
Fair value — end of year
Change in benefit obligation:
Benefit obligation — beginning of year
Service cost
Interest cost
Participants' contributions
Plan amendment
Actuarial (gain) loss
Benefits paid
Curtailments
Currency impact
Benefit obligation — end of year
Overfunded (underfunded) status of PBO
Amounts recognized in the consolidated balance sheet
consist of:
Other assets
Employee compensation and benefits
Retirement and post-retirement benefits
Net asset (liability)
Amounts Recognized in Accumulated Other
Comprehensive Income (loss):
Actuarial (gains) losses
Prior service costs (benefits)
Total
$
$
$
$
$
$
$
$
$
654
132
30
—
(34)
—
782
771
44
24
—
—
(41)
(35)
—
—
763
19
34
(2)
(13)
19
(8)
(67)
(75)
$
$
$
$
$
578
65
30
—
(19)
—
654
637
40
27
—
—
87
(20)
—
—
771
(117)
$ 1,801
267
89
1
(49)
(64)
$ 2,045
$ 2,117
36
68
1
—
85
(49)
—
(59)
$ 2,199
$
$
$ 1,684
158
54
—
(46)
(49)
$ 1,801
$
$
$ 1,830
33
74
—
—
280
(46)
—
(54)
$ 2,117
$
(316) $
(154) $
261
47
1
—
(21)
—
288
343
4
12
—
—
(31)
(21)
—
—
307
(19)
$
$
$
$
$
258
25
—
—
(22)
—
261
319
3
15
—
—
28
(22)
—
—
343
(82)
$ — $
(2)
(115)
(117)
127
(79)
48
$
$
$
$
$
$
60
—
(214)
(154) $
$ —
—
(316)
(316) $
$ — $ —
—
(82)
(82)
—
(19)
(19)
$
525
(4)
521
$
$
683
$
(8)
675
$
119
(183)
(64)
$
$
194
(218)
(24)
The amounts in accumulated other comprehensive income expected to be recognized as components of net
expense during 2014 are as follows:
Amortization of net prior service cost (benefit)
Amortization of actuarial net loss (gain)
$
$
(12) $
(1) $
(in millions)
(1) $
$
45
(35)
14
U.S. Defined
Benefit Plans
Non-U.S. Defined
Benefit Plans
U.S. Post-Retirement
Benefit Plans
Investment policies and strategies as of October 31, 2013, 2012 and 2011. In the U.S., our Agilent
Retirement Plan and post-retirement benefit target asset allocations are approximately 80 percent to equities and
approximately 20 percent to fixed income investments. Our DPSP target asset allocation is approximately 60
percent to equities and approximately 40 percent to fixed income investments. Approximately, 5 percent of our
64
U.S. equity portfolio consists of limited partnerships. The general investment objective for all our plan assets is
to obtain the optimum rate of investment return on the total investment portfolio consistent with the assumption
of a reasonable level of risk. Specific investment objectives for the plans' portfolios are to: maintain and enhance
the purchasing power of the plans' assets; achieve investment returns consistent with the level of risk being
taken; and earn performance rates of return in accordance with the benchmarks adopted for each asset class.
Outside the U.S., our target asset allocation is from 37 to 60 percent to equities, from 40 to 60 percent to fixed
income investments, and from zero to 6 percent to real estate investments and from zero to 7 percent to cash,
depending on the plan. All plans' assets are broadly diversified. Due to fluctuations in equity markets, our actual
allocations of plan assets at October 31, 2013 and 2012 differ from the target allocation. Our policy is to bring
the actual allocation in line with the target allocation.
Equity securities include exchange-traded common stock and preferred stock of companies from broadly
diversified industries. Fixed income securities include a global portfolio of corporate bonds of companies from
diversified industries, government securities, mortgage-backed securities, asset-backed securities, derivative
instruments and other. Other investments include a group trust consisting primarily of private equity partnerships
as well as other investments. Portions of the cash and cash equivalent, equity, and fixed income investments are
held in commingled funds.
Fair Value. The measurement of the fair value of pension and post-retirement plan assets uses the
valuation methodologies and the inputs as described in Note 12.
Cash and Cash Equivalents - Cash and cash equivalents consist of short-term investment funds. The funds
also invest in short-term domestic fixed income securities and other securities with debt-like characteristics
emphasizing short-term maturities and quality. Cash and cash equivalents are classified as Level 1 investments
except when the cash and cash equivalents are held in commingled funds, which have a daily net value derived
from quoted prices for the underlying securities in active markets; these are classified as Level 2 investments.
Equity - Some equity securities consisting of common and preferred stock are held in commingled funds,
which have daily net asset values derived from quoted prices for the underlying securities in active markets;
these are classified as Level 2 investments. Commingled funds which have quoted prices in active markets are
classified as Level 1 investments.
Fixed Income - Some of the fixed income securities are held in commingled funds, which have daily net
asset values derived from the underlying securities; these are classified as Level 2 investments. Commingled
funds which have quoted prices in active markets are classified as Level 1 investments.
Other Investments - Other investments includes property based pooled vehicles which invest in real estate.
Market net asset values are regularly published in the financial press or on corporate websites and so these
investments are classified as Level 2. Other investments also includes partnership investments where, due to their
private nature, pricing inputs are not readily observable. Asset valuations are developed by the general partners
that manage the partnerships. These valuations are based on proprietary appraisals, application of public market
multiples to private company cash flows, utilization of market transactions that provide valuation information for
comparable companies and other methods. Holdings of limited partnerships are classified as Level 3.
Funded status. As of October 31, 2013 and 2012, the funded status of the defined benefit and post-
retirement benefit plans was:
Benefit obligation — end of year
Overfunded (underfunded) status of PBO
Amounts recognized in the consolidated balance sheet
771
$ 2,199
$ 2,117
$
(117)
$
(154) $
(316) $
Change in fair value of plan assets:
Fair value — beginning of year
Actual return on plan assets
Employer contributions
Participants' contributions
Benefits paid
Currency impact
Fair value — end of year
Change in benefit obligation:
Benefit obligation — beginning of year
Service cost
Interest cost
Participants' contributions
Plan amendment
Actuarial (gain) loss
Benefits paid
Curtailments
Currency impact
consist of:
Other assets
Employee compensation and benefits
Retirement and post-retirement benefits
Net asset (liability)
Amounts Recognized in Accumulated Other
Comprehensive Income (loss):
Actuarial (gains) losses
Prior service costs (benefits)
Total
U.S. Defined
Benefit Plans
Non-U.S. Defined
Benefit Plans
U.S.
Post-Retirement
Benefit Plans
2013
2012
2013
2012
2013
2012
(in millions)
$
578
$ 1,801
$ 1,684
$
261
$
258
$ 2,045
$ 1,801
$
637
$ 2,117
$ 1,830
$
343
65
30
—
(19)
—
654
40
27
—
—
87
—
—
(20)
267
89
1
(49)
(64)
36
68
1
—
85
(49)
—
(59)
158
54
—
(46)
(49)
33
74
—
—
280
(46)
—
(54)
$ — $
$ —
$ — $ —
60
—
(214)
—
(316)
$
(154) $
(316) $
(2)
(115)
(117)
127
(79)
48
$
$
525
(4)
521
$
$
683
$
(8)
675
$
119
(183)
(64)
194
(218)
(24)
25
—
—
(22)
—
261
319
3
15
—
—
28
—
—
(22)
343
(82)
—
(82)
(82)
47
1
—
(21)
—
288
4
12
—
—
(31)
(21)
—
—
307
(19)
—
(19)
(19)
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
654
132
30
—
(34)
—
782
771
44
24
—
—
(41)
(35)
—
—
763
19
34
(2)
(13)
19
(8)
(67)
(75)
64
The amounts in accumulated other comprehensive income expected to be recognized as components of net
expense during 2014 are as follows:
Amortization of net prior service cost (benefit)
Amortization of actuarial net loss (gain)
$
$
(12) $
(1) $
(in millions)
(1) $
45
$
(35)
14
U.S. Defined
Benefit Plans
Non-U.S. Defined
U.S. Post-Retirement
Benefit Plans
Benefit Plans
Investment policies and strategies as of October 31, 2013, 2012 and 2011. In the U.S., our Agilent
Retirement Plan and post-retirement benefit target asset allocations are approximately 80 percent to equities and
approximately 20 percent to fixed income investments. Our DPSP target asset allocation is approximately 60
percent to equities and approximately 40 percent to fixed income investments. Approximately, 5 percent of our
U.S. equity portfolio consists of limited partnerships. The general investment objective for all our plan assets is
to obtain the optimum rate of investment return on the total investment portfolio consistent with the assumption
of a reasonable level of risk. Specific investment objectives for the plans' portfolios are to: maintain and enhance
the purchasing power of the plans' assets; achieve investment returns consistent with the level of risk being
taken; and earn performance rates of return in accordance with the benchmarks adopted for each asset class.
Outside the U.S., our target asset allocation is from 37 to 60 percent to equities, from 40 to 60 percent to fixed
income investments, and from zero to 6 percent to real estate investments and from zero to 7 percent to cash,
depending on the plan. All plans' assets are broadly diversified. Due to fluctuations in equity markets, our actual
allocations of plan assets at October 31, 2013 and 2012 differ from the target allocation. Our policy is to bring
the actual allocation in line with the target allocation.
Equity securities include exchange-traded common stock and preferred stock of companies from broadly
diversified industries. Fixed income securities include a global portfolio of corporate bonds of companies from
diversified industries, government securities, mortgage-backed securities, asset-backed securities, derivative
instruments and other. Other investments include a group trust consisting primarily of private equity partnerships
as well as other investments. Portions of the cash and cash equivalent, equity, and fixed income investments are
held in commingled funds.
Fair Value. The measurement of the fair value of pension and post-retirement plan assets uses the
valuation methodologies and the inputs as described in Note 12.
Cash and Cash Equivalents - Cash and cash equivalents consist of short-term investment funds. The funds
also invest in short-term domestic fixed income securities and other securities with debt-like characteristics
emphasizing short-term maturities and quality. Cash and cash equivalents are classified as Level 1 investments
except when the cash and cash equivalents are held in commingled funds, which have a daily net value derived
from quoted prices for the underlying securities in active markets; these are classified as Level 2 investments.
Equity - Some equity securities consisting of common and preferred stock are held in commingled funds,
which have daily net asset values derived from quoted prices for the underlying securities in active markets;
these are classified as Level 2 investments. Commingled funds which have quoted prices in active markets are
classified as Level 1 investments.
Fixed Income - Some of the fixed income securities are held in commingled funds, which have daily net
asset values derived from the underlying securities; these are classified as Level 2 investments. Commingled
funds which have quoted prices in active markets are classified as Level 1 investments.
Other Investments - Other investments includes property based pooled vehicles which invest in real estate.
Market net asset values are regularly published in the financial press or on corporate websites and so these
investments are classified as Level 2. Other investments also includes partnership investments where, due to their
private nature, pricing inputs are not readily observable. Asset valuations are developed by the general partners
that manage the partnerships. These valuations are based on proprietary appraisals, application of public market
multiples to private company cash flows, utilization of market transactions that provide valuation information for
comparable companies and other methods. Holdings of limited partnerships are classified as Level 3.
65
s
l
a
i
c
n
a
n
i
F
t
r
o
p
e
R
l
a
u
n
n
A
T
R
O
P
E
R
L
A
U
N
N
A
The following tables present the fair value of U.S. Defined Benefit Plans assets classified under the
appropriate level of the fair value hierarchy as of October 31, 2013 and 2012.
Fair Value Measurement
at October 31, 2013 Using
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
October 31,
2013
Cash and Cash Equivalents
Equity
Fixed Income
Other Investments
$
Total assets measured at fair value
$
8
616
139
19
782
$
$
(in millions)
1
191
17
2
211
$
$
7
425
122
—
554
$
$
—
—
—
17
17
Fair Value Measurement
at October 31, 2012 Using
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
October 31,
2012
Cash and Cash Equivalents
Equity
Fixed Income
Other Investments
Total assets measured at fair value
$
$
8
486
137
23
654
$
$
(in millions)
1
134
15
2
152
$
$
7
352
122
—
481
$
$
—
—
—
21
21
For U.S. Defined Benefit Plans assets measured at fair value using significant unobservable inputs
(level 3), the following table summarizes the change in balances during 2013 and 2012:
Years Ended
October 31.
2013
2012
The following tables present the fair value of U.S. Post-Retirement Benefit Plans assets classified under
the appropriate level of the fair value hierarchy as of October 31, 2013 and 2012.
Fair Value Measurement at
October 31, 2013 Using
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
October 31,
2013
(in millions)
2
68
6
1
77
$
$
3
$
152
46
—
201
$
Fair Value Measurement
at October 31, 2012 Using
(in millions)
2
52
6
1
61
$
$
3
$
137
48
—
188
$
—
—
—
10
10
—
—
—
12
12
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
October 31,
2012
5
220
52
11
5
189
54
13
Cash and Cash Equivalents
$
$
Equity
Fixed Income
Other Investments
Total assets measured at fair value
$
288
$
Cash and Cash Equivalents
$
$
Equity
Fixed Income
Other Investments
Total assets measured at fair value
$
261
$
$
21
4
(2)
(6)
—
17
$
26
3
(2)
(6)
—
21
Balance, beginning of year
Realized gains
Unrealized gains/(losses)
Purchases, sales, issuances, and settlements
Transfers in (out)
Balance, end of year
$
$
66
The following tables present the fair value of U.S. Defined Benefit Plans assets classified under the
appropriate level of the fair value hierarchy as of October 31, 2013 and 2012.
Fair Value Measurement
at October 31, 2013 Using
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
October 31,
2013
Cash and Cash Equivalents
$
Equity
Fixed Income
Other Investments
8
616
139
19
782
$
$
Total assets measured at fair value
$
211
$
$
(in millions)
$
1
191
17
2
7
$
425
122
—
554
Fair Value Measurement
at October 31, 2012 Using
Cash and Cash Equivalents
Equity
Fixed Income
Other Investments
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
October 31,
2012
$
$
8
486
137
23
654
$
$
(in millions)
$
1
134
15
2
7
$
352
122
—
481
Total assets measured at fair value
152
$
$
For U.S. Defined Benefit Plans assets measured at fair value using significant unobservable inputs
(level 3), the following table summarizes the change in balances during 2013 and 2012:
—
—
—
17
17
—
—
—
21
21
Balance, beginning of year
Realized gains
Unrealized gains/(losses)
Transfers in (out)
Balance, end of year
Purchases, sales, issuances, and settlements
Years Ended
October 31.
2013
2012
$
21
4
(2)
(6)
—
17
$
26
3
(2)
(6)
—
21
$
$
The following tables present the fair value of U.S. Post-Retirement Benefit Plans assets classified under
the appropriate level of the fair value hierarchy as of October 31, 2013 and 2012.
Fair Value Measurement at
October 31, 2013 Using
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
October 31,
2013
Cash and Cash Equivalents
Equity
Fixed Income
Other Investments
$
Total assets measured at fair value
$
5
220
52
11
288
$
$
(in millions)
2
68
6
1
77
$
$
3
152
46
—
201
$
$
—
—
—
10
10
Fair Value Measurement
at October 31, 2012 Using
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
October 31,
2012
Cash and Cash Equivalents
Equity
Fixed Income
Other Investments
$
Total assets measured at fair value
$
5
189
54
13
261
$
$
(in millions)
2
52
6
1
61
$
$
3
137
48
—
188
$
$
—
—
—
12
12
66
67
s
l
a
i
c
n
a
n
i
F
t
r
o
p
e
R
l
a
u
n
n
A
T
R
O
P
E
R
L
A
U
N
N
A
For U.S. Post-Retirement Benefit Plans assets measured at fair value using significant unobservable inputs
(level 3), the following table summarizes the change in balances during 2013 and 2012:
The table below presents the combined projected benefit obligation ("PBO"), accumulated benefit
obligation ("ABO") and fair value of plan assets, grouping plans using comparisons of the PBO and ABO
relative to the plan assets as of October 31, 2013 or 2012.
Years Ended
October 31,
2013
2012
Balance, beginning of year
Realized gains
Unrealized gains/(losses)
Purchases, sales, issuances, and settlements
Transfers in (out)
Balance, end of year
$
$
$
12
2
(1)
(3)
—
10
$
15
2
(1)
(4)
—
12
The following tables present the fair value of non-U.S. Defined Benefit Plans assets classified under the
appropriate level of the fair value hierarchy as of October 31, 2013 and 2012:
Fair Value Measurement at
October 31, 2013 Using
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
October 31,
2013
Cash and Cash Equivalents
Equity
Fixed Income
Other Investments
$
Total assets measured at fair value
$
10
1,078
919
38
2,045
$
$
(in millions)
10
296
24
—
330
$
$
—
782
895
38
1,715
$
$
—
—
—
—
—
Fair Value Measurement
at October 31, 2012 Using
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
(in millions)
3
226
19
—
248
$
$
—
635
881
37
1,553
$
$
—
—
—
—
—
October 31,
2012
$
$
3
861
900
37
1,801
$
$
Cash and Cash Equivalents
Equity
Fixed Income
Other Investments
Total assets measured at fair value
For non-U.S. Defined Benefit Plans, there was no activity relating to assets measured at fair value using
significant unobservable inputs (level 3) during fiscal year 2013 and 2012.
68
2013
2012
Benefit
Obligation
PBO
Fair Value of
Plan Assets
Benefit
Obligation
PBO
Fair Value of
Plan Assets
(in millions)
—
782
782
$
$
771
—
771
563
—
2,045
$
2,117
ABO
—
$
782
782
$
749
—
749
15
748
763
14
716
730
502
$
2,199
ABO
$
$
$
$
$
$
$
$
$
$
$
$
$
$
1,533
1,380
$
2,034
590
$
2,123
665
—
2,045
$
2,034
654
—
654
1,801
—
1,801
654
—
654
1,801
—
1,801
$
$
$
$
$
$
$
$
24
24
25
24
24
116
U.S. defined benefit plans where PBO exceeds the fair value of plan
U.S. defined benefit plans where fair value of plan assets exceeds PBO
Non-U.S. defined benefit plans where PBO exceeds or is equal to the
fair value of plan assets
Non-U.S. defined benefit plans where fair value of plan assets exceeds
1,697
1,482
$
2,117
assets
Total
PBO
Total
assets
ABO
Total
ABO
Total
U.S. defined benefit plans where ABO exceeds the fair value of plan
U.S. defined benefit plans where the fair value of plan assets exceeds
Non-U.S. defined benefit plans where ABO exceeds or is equal to the
fair value of plan assets
Non-U.S. defined benefit plans where fair value of plan assets exceeds
Contributions and estimated future benefit payments. During fiscal year 2014, we expect to contribute
$30 million to the U.S. defined benefit plans, $71 million to plans outside the U.S., and $2 million to the Post-
retirement Medical Plans. The following table presents expected future benefit payments for the next 10 years.
U.S. Defined
Benefit Plans
Non-U.S. Defined
Benefit Plans
U.S. Post-Retirement
Benefit Plans
(in millions)
2014 $
2015 $
2016 $
2017 $
2018 $
$
41
44
49
56
57
362
$
$
$
$
$
$
51
56
60
62
70
448
$
$
$
$
$
$
2019 - 2023
Assumptions. The assumptions used to determine the benefit obligations and expense for our defined
benefit and post-retirement benefit plans are presented in the tables below. The expected long-term return on
assets below represents an estimate of long-term returns on investment portfolios consisting of a mixture of
equities, fixed income and alternative investments in proportion to the asset allocations of each of our plans. We
consider long-term rates of return, which are weighted based on the asset classes (both historical and forecasted)
in which we expect our pension and post-retirement funds to be invested. Discount rates reflect the current rate at
which pension and post-retirement obligations could be settled based on the measurement dates of the plans -
October 31. The U.S. discount rates at October 31, 2013 and 2012 were determined based on the results of
matching expected plan benefit payments with cash flows from a hypothetically constructed bond portfolio. The
For U.S. Post-Retirement Benefit Plans assets measured at fair value using significant unobservable inputs
(level 3), the following table summarizes the change in balances during 2013 and 2012:
The table below presents the combined projected benefit obligation ("PBO"), accumulated benefit
obligation ("ABO") and fair value of plan assets, grouping plans using comparisons of the PBO and ABO
relative to the plan assets as of October 31, 2013 or 2012.
Balance, beginning of year
Realized gains
Unrealized gains/(losses)
Transfers in (out)
Balance, end of year
Purchases, sales, issuances, and settlements
Years Ended
October 31,
2013
2012
$
12
2
(1)
(3)
—
10
$
15
2
(1)
(4)
—
12
$
$
The following tables present the fair value of non-U.S. Defined Benefit Plans assets classified under the
appropriate level of the fair value hierarchy as of October 31, 2013 and 2012:
Fair Value Measurement at
October 31, 2013 Using
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
(in millions)
$
10
296
24
—
$
—
782
895
38
October 31,
2013
1,078
919
38
Cash and Cash Equivalents
$
10
$
Equity
Fixed Income
Other Investments
Total assets measured at fair value
$
2,045
$
330
$
1,715
$
Fair Value Measurement
at October 31, 2012 Using
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
Significant
Other
Observable
Inputs
(Level 2)
Significant
Unobservable
Inputs
(Level 3)
October 31,
2012
Cash and Cash Equivalents
Equity
Fixed Income
Other Investments
$
$
$
3
861
900
37
Total assets measured at fair value
1,801
$
248
$
1,553
$
(in millions)
$
3
226
19
—
$
—
635
881
37
For non-U.S. Defined Benefit Plans, there was no activity relating to assets measured at fair value using
significant unobservable inputs (level 3) during fiscal year 2013 and 2012.
—
—
—
—
—
—
—
—
—
—
2013
2012
Benefit
Obligation
PBO
Fair Value of
Plan Assets
Benefit
Obligation
PBO
Fair Value of
Plan Assets
U.S. defined benefit plans where PBO exceeds the fair value of plan
assets
U.S. defined benefit plans where fair value of plan assets exceeds PBO
Total
Non-U.S. defined benefit plans where PBO exceeds or is equal to the
fair value of plan assets
Non-U.S. defined benefit plans where fair value of plan assets exceeds
PBO
Total
U.S. defined benefit plans where ABO exceeds the fair value of plan
assets
U.S. defined benefit plans where the fair value of plan assets exceeds
ABO
Total
Non-U.S. defined benefit plans where ABO exceeds or is equal to the
fair value of plan assets
Non-U.S. defined benefit plans where fair value of plan assets exceeds
ABO
Total
$
$
$
$
$
$
$
$
15
748
763
1,697
502
2,199
ABO
14
716
730
1,533
590
2,123
$
$
$
$
$
$
$
$
(in millions)
—
782
782
$
$
771
—
771
1,482
$
2,117
563
2,045
$
—
2,117
ABO
—
$
782
782
$
749
—
749
1,380
$
2,034
665
2,045
$
—
2,034
$
$
$
$
$
$
$
$
654
—
654
1,801
—
1,801
654
—
654
1,801
—
1,801
Contributions and estimated future benefit payments. During fiscal year 2014, we expect to contribute
$30 million to the U.S. defined benefit plans, $71 million to plans outside the U.S., and $2 million to the Post-
retirement Medical Plans. The following table presents expected future benefit payments for the next 10 years.
U.S. Defined
Benefit Plans
Non-U.S. Defined
Benefit Plans
U.S. Post-Retirement
Benefit Plans
(in millions)
2014 $
2015 $
2016 $
2017 $
2018 $
$
41
44
49
56
57
362
$
$
$
$
$
$
51
56
60
62
70
448
$
$
$
$
$
$
24
24
25
24
24
116
2019 - 2023
Assumptions. The assumptions used to determine the benefit obligations and expense for our defined
benefit and post-retirement benefit plans are presented in the tables below. The expected long-term return on
assets below represents an estimate of long-term returns on investment portfolios consisting of a mixture of
equities, fixed income and alternative investments in proportion to the asset allocations of each of our plans. We
consider long-term rates of return, which are weighted based on the asset classes (both historical and forecasted)
in which we expect our pension and post-retirement funds to be invested. Discount rates reflect the current rate at
which pension and post-retirement obligations could be settled based on the measurement dates of the plans -
October 31. The U.S. discount rates at October 31, 2013 and 2012 were determined based on the results of
matching expected plan benefit payments with cash flows from a hypothetically constructed bond portfolio. The
68
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non-U.S. rates were generally based on published rates for high-quality corporate bonds. The range of
assumptions that were used for the non-U.S. defined benefit plans reflects the different economic environments
within various countries.
Assumptions used to calculate the net periodic cost in each year were as follows:
U.S. defined benefit plans:
Discount rate
Average increase in compensation levels
Expected long-term return on assets
Non-U.S. defined benefit plans:
Discount rate
Average increase in compensation levels
Expected long-term return on assets
U.S. post-retirement benefits plans:
For years ended October 31,
2013
2012
2011
3.25%
3.50%
8.00%
4.50%
3.50%
8.00%
5.00%
3.50%
8.25%
1.50-4.50%
2.50-3.00%
4.00-6.50%
2.00-5.50%
2.50-3.25%
4.00-6.50%
2.00-5.25%
2.50-3.75%
4.00-6.75%
Discount rate
Expected long-term return on assets
Current medical cost trend rate
Ultimate medical cost trend rate
Medical cost trend rate decreases to ultimate rate in year
3.50%
8.00%
9.00%
3.50%
2027
4.75%
8.00%
9.00%
4.50%
2026
5.50%
8.25%
10.00%
4.75%
2025
Assumptions used to calculate the benefit obligation were as follows:
U.S. defined benefit plans:
Discount rate
Average increase in compensation levels
Non-U.S. defined benefit plans:
Discount rate
Average increase in compensation levels
U.S. post-retirement benefits plans:
Discount rate
Current medical cost trend rate
Ultimate medical cost trend rate
Medical cost trend rate decreases to ultimate rate in year
As of the Years Ending October 31,
2013
2012
4.50%
3.50%
3.25%
3.50%
1.75-4.25%
2.50-3.25%
1.50-4.50%
2.50-3.00%
4.25%
9.00%
3.50%
2028
3.50%
9.00%
3.50%
2027
Health care trend rates do not have a significant effect on the total service and interest cost components or
on the post-retirement benefit obligation amounts reported for the U.S. Post-Retirement Benefit Plan for the year
ended October 31, 2013.
16. Guarantees
Standard Warranty
We accrue for standard warranty costs based on historical trends in warranty charges as a percentage of
net product shipments. The accrual is reviewed regularly and periodically adjusted to reflect changes in warranty
cost estimates. Estimated warranty charges are recorded within cost of products at the time products are sold.
The standard warranty accrual balances are held in other accrued and other long-term liabilities on our
consolidated balance sheet. Our standard warranty terms typically extend between one and three years from the
date of delivery, depending on the product.
70
A summary of the standard warranty accrual activity is shown in the table below. The standard warranty
accrual balances are held in other accrued and other long-term liabilities.
Balance as of October 31, 2012 and 2011
Reserve acquired upon close of Dako acquisition
Accruals for warranties including change in estimates
Settlements made during the period
Balance as of October 31, 2013 and 2012
Accruals for warranties due within one year
Accruals for warranties due after one year
Balance as of October 31, 2013 and 2012
Indemnifications to Avago
2013
2012
October 31,
(in millions)
60
—
92
(83)
69
$
$
48
21
69
$
50
1
87
(78)
60
51
9
60
$
$
$
In connection with the sale of our semiconductor products business in December 2005, we agreed to
indemnify Avago, its affiliates and other related parties against certain damages and expenses that it might incur
in the future. The continuing indemnifications primarily cover damages and expenses relating to liabilities of the
businesses that Agilent retained and did not transfer to Avago, as well as pre-closing taxes and other specified
items. In our opinion, the fair value of these indemnification obligations was not material as of October 31, 2013.
Indemnifications to Verigy
In connection with the spin-off of Verigy, we agreed to indemnify Verigy and its affiliates against certain
damages which it might incur in the future. These indemnifications primarily cover damages relating to liabilities
of the businesses that Agilent did not transfer to Verigy, liabilities that might arise under limited portions of
Verigy's IPO materials that relate to Agilent, and costs and expenses incurred by Agilent or Verigy to effect the
IPO, arising out of the distribution of Agilent's remaining holding in Verigy ordinary shares to Agilent's
stockholders, or incurred to effect the separation of the semiconductor test solutions business from Agilent to the
extent incurred prior to the separation on June 1, 2006. On July 4, 2011, Verigy announced the completion by
Advantest Corporation of its acquisition of Verigy. Verigy will operate as a wholly-owned subsidiary of
Advantest and our indemnification obligations to Verigy should be unaffected. In our opinion, the fair value of
these indemnification obligations was not material as of October 31, 2013.
Indemnifications to Hewlett-Packard
We have given multiple indemnities to Hewlett-Packard in connection with our activities prior to our spin-
off from HP for the businesses that constituted Agilent prior to the spin-off. These indemnifications cover a
variety of aspects of our business, including, but not limited to, employee, tax, intellectual property and
environmental matters. The agreements containing these indemnifications have been previously disclosed as
exhibits to our registration statement on Form S-1 filed on August 16, 1999. In our opinion, the fair value of
these indemnification obligations was not material as of October 31, 2013.
Indemnifications to Varian Medical Systems and Varian Semiconductor Equipment Associates
In connection with our acquisition of Varian, we are subject to certain indemnification obligations to
Varian Medical Systems (formerly Varian Associates, Inc. ("VAI")) and Varian Semiconductor Equipment
Associates ("VSEA") in connection with the Instruments business as conducted by VAI prior to the Distribution
(as described in Note 1 of Varian's Annual Report on Form 10-K filed on November 25, 2009). These
indemnification obligations cover a variety of aspects of our business, including, but not limited to, employee,
non-U.S. rates were generally based on published rates for high-quality corporate bonds. The range of
assumptions that were used for the non-U.S. defined benefit plans reflects the different economic environments
within various countries.
Assumptions used to calculate the net periodic cost in each year were as follows:
A summary of the standard warranty accrual activity is shown in the table below. The standard warranty
accrual balances are held in other accrued and other long-term liabilities.
October 31,
2013
2012
U.S. defined benefit plans:
Discount rate
Average increase in compensation levels
Expected long-term return on assets
Non-U.S. defined benefit plans:
Discount rate
Average increase in compensation levels
Expected long-term return on assets
U.S. post-retirement benefits plans:
Discount rate
Expected long-term return on assets
Current medical cost trend rate
Ultimate medical cost trend rate
Medical cost trend rate decreases to ultimate rate in year
Assumptions used to calculate the benefit obligation were as follows:
For years ended October 31,
2013
2012
2011
3.25%
3.50%
8.00%
4.50%
3.50%
8.00%
5.00%
3.50%
8.25%
1.50-4.50%
2.50-3.00%
4.00-6.50%
2.00-5.50%
2.50-3.25%
4.00-6.50%
2.00-5.25%
2.50-3.75%
4.00-6.75%
3.50%
8.00%
9.00%
3.50%
2027
4.75%
8.00%
9.00%
4.50%
2026
5.50%
8.25%
10.00%
4.75%
2025
As of the Years Ending October 31,
2013
2012
4.50%
3.50%
3.25%
3.50%
1.75-4.25%
2.50-3.25%
1.50-4.50%
2.50-3.00%
4.25%
9.00%
3.50%
2028
3.50%
9.00%
3.50%
2027
U.S. defined benefit plans:
Discount rate
Average increase in compensation levels
Non-U.S. defined benefit plans:
Discount rate
Average increase in compensation levels
U.S. post-retirement benefits plans:
Discount rate
Current medical cost trend rate
Ultimate medical cost trend rate
Medical cost trend rate decreases to ultimate rate in year
ended October 31, 2013.
16. Guarantees
Standard Warranty
Health care trend rates do not have a significant effect on the total service and interest cost components or
on the post-retirement benefit obligation amounts reported for the U.S. Post-Retirement Benefit Plan for the year
We accrue for standard warranty costs based on historical trends in warranty charges as a percentage of
net product shipments. The accrual is reviewed regularly and periodically adjusted to reflect changes in warranty
cost estimates. Estimated warranty charges are recorded within cost of products at the time products are sold.
The standard warranty accrual balances are held in other accrued and other long-term liabilities on our
consolidated balance sheet. Our standard warranty terms typically extend between one and three years from the
date of delivery, depending on the product.
Balance as of October 31, 2012 and 2011
Reserve acquired upon close of Dako acquisition
Accruals for warranties including change in estimates
Settlements made during the period
Balance as of October 31, 2013 and 2012
Accruals for warranties due within one year
Accruals for warranties due after one year
Balance as of October 31, 2013 and 2012
Indemnifications to Avago
$
$
$
$
(in millions)
60
—
92
(83)
69
$
48
21
69
$
50
1
87
(78)
60
51
9
60
In connection with the sale of our semiconductor products business in December 2005, we agreed to
indemnify Avago, its affiliates and other related parties against certain damages and expenses that it might incur
in the future. The continuing indemnifications primarily cover damages and expenses relating to liabilities of the
businesses that Agilent retained and did not transfer to Avago, as well as pre-closing taxes and other specified
items. In our opinion, the fair value of these indemnification obligations was not material as of October 31, 2013.
Indemnifications to Verigy
In connection with the spin-off of Verigy, we agreed to indemnify Verigy and its affiliates against certain
damages which it might incur in the future. These indemnifications primarily cover damages relating to liabilities
of the businesses that Agilent did not transfer to Verigy, liabilities that might arise under limited portions of
Verigy's IPO materials that relate to Agilent, and costs and expenses incurred by Agilent or Verigy to effect the
IPO, arising out of the distribution of Agilent's remaining holding in Verigy ordinary shares to Agilent's
stockholders, or incurred to effect the separation of the semiconductor test solutions business from Agilent to the
extent incurred prior to the separation on June 1, 2006. On July 4, 2011, Verigy announced the completion by
Advantest Corporation of its acquisition of Verigy. Verigy will operate as a wholly-owned subsidiary of
Advantest and our indemnification obligations to Verigy should be unaffected. In our opinion, the fair value of
these indemnification obligations was not material as of October 31, 2013.
Indemnifications to Hewlett-Packard
We have given multiple indemnities to Hewlett-Packard in connection with our activities prior to our spin-
off from HP for the businesses that constituted Agilent prior to the spin-off. These indemnifications cover a
variety of aspects of our business, including, but not limited to, employee, tax, intellectual property and
environmental matters. The agreements containing these indemnifications have been previously disclosed as
exhibits to our registration statement on Form S-1 filed on August 16, 1999. In our opinion, the fair value of
these indemnification obligations was not material as of October 31, 2013.
Indemnifications to Varian Medical Systems and Varian Semiconductor Equipment Associates
In connection with our acquisition of Varian, we are subject to certain indemnification obligations to
Varian Medical Systems (formerly Varian Associates, Inc. ("VAI")) and Varian Semiconductor Equipment
Associates ("VSEA") in connection with the Instruments business as conducted by VAI prior to the Distribution
(as described in Note 1 of Varian's Annual Report on Form 10-K filed on November 25, 2009). These
indemnification obligations cover a variety of aspects of our business, including, but not limited to, employee,
70
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tax, intellectual property, litigation and environmental matters. Certain of the agreements containing these
indemnification obligations are disclosed as exhibits to Varian's Annual Report on Form 10-K filed on
November 25, 2009. On November 10, 2011, Applied Materials announced that it had completed the acquisition
of VSEA, which is now a wholly-owned subsidiary of Applied Materials; our indemnification obligations to
VSEA should be unaffected. In our opinion, the fair value of these indemnification obligations was not material
as of October 31, 2013.
Indemnifications to Officers and Directors
Our corporate by-laws require that we indemnify our officers and directors, as well as those who act as
directors and officers of other entities at our request, against expenses, judgments, fines, settlements and other
amounts actually and reasonably incurred in connection with any proceedings arising out of their services to
Agilent and such other entities, including service with respect to employee benefit plans. In addition, we have
entered into separate indemnification agreements with each director and each board-appointed officer of Agilent
which provide for indemnification of these directors and officers under similar circumstances and under
additional circumstances. The indemnification obligations are more fully described in the by-laws and the
indemnification agreements. We purchase standard insurance to cover claims or a portion of the claims made
against our directors and officers. Since a maximum obligation is not explicitly stated in our by-laws or in our
indemnification agreements and will depend on the facts and circumstances that arise out of any future claims,
the overall maximum amount of the obligations cannot be reasonably estimated. Historically, we have not made
payments related to these obligations, and the fair value for these indemnification obligations was not material as
of October 31, 2013.
Other Indemnifications
As is customary in our industry and as provided for in local law in the U.S. and other jurisdictions, many
of our standard contracts provide remedies to our customers and others with whom we enter into contracts, such
as defense, settlement, or payment of judgment for intellectual property claims related to the use of our products.
From time to time, we indemnify customers, as well as our suppliers, contractors, lessors, lessees, companies that
purchase our businesses or assets and others with whom we enter into contracts, against combinations of loss,
expense, or liability arising from various triggering events related to the sale and the use of our products and
services, the use of their goods and services, the use of facilities and state of our owned facilities, the state of the
assets and businesses that we sell and other matters covered by such contracts, usually up to a specified
maximum amount. In addition, from time to time we also provide protection to these parties against claims
related to undiscovered liabilities, additional product liability or environmental obligations. In our experience,
claims made under such indemnifications are rare and the associated estimated fair value of the liability was not
material as of October 31, 2013.
In connection with the sale of several of our businesses, we have agreed to indemnify the buyers of such
business, their respective affiliates and other related parties against certain damages that they might incur in the
future. The continuing indemnifications primarily cover damages relating to liabilities of the businesses that
Agilent retained and did not transfer to the buyers, as well as other specified items. In our opinion, the fair value
of these indemnification obligations was not material as of October 31, 2013.
17. Commitments and Contingencies
Operating Lease Commitments: We lease certain real and personal property from unrelated third parties
under non-cancelable operating leases. Future minimum lease payments under operating leases at October 31,
2013 were $56 million for 2014, $47 million for 2015, $31 million for 2016, $21 million for 2017, $12 million
for 2018 and $6 million thereafter. Future minimum sublease income under leases at October 31, 2013 was $6
million for 2014, $5 million for 2015, $3 million for 2016, $2 million for 2017 and zero thereafter. Certain leases
require us to pay property taxes, insurance and routine maintenance, and include escalation clauses. Total rent
expense was $90 million in 2013, $84 million in 2012 and $82 million in 2011.
Contingencies: We are involved in lawsuits, claims, investigations and proceedings, including, but not
limited to, patent, commercial and environmental matters, which arise in the ordinary course of business. There
72
are no matters pending that we currently believe are reasonably possible of having a material impact to our
business, consolidated financial condition, results of operations or cash flows.
On March 4, 2013, we made a report to the Inspector General of the Department of Defense (“DOD IG”)
regarding pricing irregularities relating to certain sales of electronic measurement products to U.S. government
agencies. We have conducted a thorough investigation with the help of external counsel, and we have
approached the DOD IG with a proposed methodology for resolving possible overcharges to U.S. government
purchasers resulting from these sales. Based on our investigation and our interactions with the DOD IG, we do
not believe that this matter is reasonably possible of having a material impact on Agilent's financial condition,
results of operations or cash flows. As of October 31, 2013, we have accrued for this matter based on our current
understanding.
As part of routine internal audit activities, the Company determined that certain employees of Agilent's
subsidiaries in China did not comply with the Company's Standards of Business Conduct and other policies.
Based on those findings, the Company has initiated an internal investigation, with the assistance of outside
counsel, relating to certain sales of our products through third party intermediaries in China. The internal
investigation includes a review of compliance by our employees in China with the requirements of the U.S.
Foreign Corrupt Practices Act and other applicable laws and regulations. On September 5, 2013, the Company
voluntarily contacted the United States Securities and Exchange Commission and United States Department of
Justice to advise both agencies of this internal investigation. We will cooperate with any government
investigation of this matter. At this point, we cannot predict or estimate the duration, scope, cost, or result of this
matter, or whether the government will commence any legal action, which could result in possible fines and
penalties, criminal or civil sanctions, or other consequences. Accordingly, no provision with respect to these
matters has been made in the Company's consolidated financial statements. Adverse findings or other negative
outcomes from any governmental proceedings could have a material impact on the Company's consolidated
financial statements in future periods.
18. Short-Term Debt
Credit Facility
On October 20, 2011, we entered into a five-year credit agreement, which provides for a $400 million
unsecured credit facility that will expire on October 20, 2016. The company may use amounts borrowed under
the facility for general corporate purposes. As of October 31, 2013 the company has no borrowings outstanding
under the facility. We were in compliance with the covenants for the credit facilities during the year ended
As a result of the Dako acquisition, we have a credit facility in Danish Krone equivalent of $9 million
with a Danish financial institution. As of October 31, 2013 the company had no borrowings outstanding under
On July 13, 2010, the company issued an aggregate principal amount of $250 million in senior notes
("2013 senior notes"). The 2013 senior notes matured on July 15, 2013 and were paid in full.
On September 9, 2009, the company issued an aggregate principal amount of $250 million in senior notes
("2012 senior notes"). The 2012 senior notes matured on September 14, 2012 and were paid in full.
October 31, 2013.
the facility.
2013 Senior Notes
2012 Senior Notes
tax, intellectual property, litigation and environmental matters. Certain of the agreements containing these
indemnification obligations are disclosed as exhibits to Varian's Annual Report on Form 10-K filed on
November 25, 2009. On November 10, 2011, Applied Materials announced that it had completed the acquisition
of VSEA, which is now a wholly-owned subsidiary of Applied Materials; our indemnification obligations to
VSEA should be unaffected. In our opinion, the fair value of these indemnification obligations was not material
as of October 31, 2013.
Indemnifications to Officers and Directors
Our corporate by-laws require that we indemnify our officers and directors, as well as those who act as
directors and officers of other entities at our request, against expenses, judgments, fines, settlements and other
amounts actually and reasonably incurred in connection with any proceedings arising out of their services to
Agilent and such other entities, including service with respect to employee benefit plans. In addition, we have
entered into separate indemnification agreements with each director and each board-appointed officer of Agilent
which provide for indemnification of these directors and officers under similar circumstances and under
additional circumstances. The indemnification obligations are more fully described in the by-laws and the
indemnification agreements. We purchase standard insurance to cover claims or a portion of the claims made
against our directors and officers. Since a maximum obligation is not explicitly stated in our by-laws or in our
indemnification agreements and will depend on the facts and circumstances that arise out of any future claims,
the overall maximum amount of the obligations cannot be reasonably estimated. Historically, we have not made
payments related to these obligations, and the fair value for these indemnification obligations was not material as
of October 31, 2013.
Other Indemnifications
As is customary in our industry and as provided for in local law in the U.S. and other jurisdictions, many
of our standard contracts provide remedies to our customers and others with whom we enter into contracts, such
as defense, settlement, or payment of judgment for intellectual property claims related to the use of our products.
From time to time, we indemnify customers, as well as our suppliers, contractors, lessors, lessees, companies that
purchase our businesses or assets and others with whom we enter into contracts, against combinations of loss,
expense, or liability arising from various triggering events related to the sale and the use of our products and
services, the use of their goods and services, the use of facilities and state of our owned facilities, the state of the
assets and businesses that we sell and other matters covered by such contracts, usually up to a specified
maximum amount. In addition, from time to time we also provide protection to these parties against claims
related to undiscovered liabilities, additional product liability or environmental obligations. In our experience,
claims made under such indemnifications are rare and the associated estimated fair value of the liability was not
material as of October 31, 2013.
In connection with the sale of several of our businesses, we have agreed to indemnify the buyers of such
business, their respective affiliates and other related parties against certain damages that they might incur in the
future. The continuing indemnifications primarily cover damages relating to liabilities of the businesses that
Agilent retained and did not transfer to the buyers, as well as other specified items. In our opinion, the fair value
of these indemnification obligations was not material as of October 31, 2013.
17. Commitments and Contingencies
Operating Lease Commitments: We lease certain real and personal property from unrelated third parties
under non-cancelable operating leases. Future minimum lease payments under operating leases at October 31,
2013 were $56 million for 2014, $47 million for 2015, $31 million for 2016, $21 million for 2017, $12 million
for 2018 and $6 million thereafter. Future minimum sublease income under leases at October 31, 2013 was $6
million for 2014, $5 million for 2015, $3 million for 2016, $2 million for 2017 and zero thereafter. Certain leases
require us to pay property taxes, insurance and routine maintenance, and include escalation clauses. Total rent
expense was $90 million in 2013, $84 million in 2012 and $82 million in 2011.
Contingencies: We are involved in lawsuits, claims, investigations and proceedings, including, but not
limited to, patent, commercial and environmental matters, which arise in the ordinary course of business. There
are no matters pending that we currently believe are reasonably possible of having a material impact to our
business, consolidated financial condition, results of operations or cash flows.
On March 4, 2013, we made a report to the Inspector General of the Department of Defense (“DOD IG”)
regarding pricing irregularities relating to certain sales of electronic measurement products to U.S. government
agencies. We have conducted a thorough investigation with the help of external counsel, and we have
approached the DOD IG with a proposed methodology for resolving possible overcharges to U.S. government
purchasers resulting from these sales. Based on our investigation and our interactions with the DOD IG, we do
not believe that this matter is reasonably possible of having a material impact on Agilent's financial condition,
results of operations or cash flows. As of October 31, 2013, we have accrued for this matter based on our current
understanding.
As part of routine internal audit activities, the Company determined that certain employees of Agilent's
subsidiaries in China did not comply with the Company's Standards of Business Conduct and other policies.
Based on those findings, the Company has initiated an internal investigation, with the assistance of outside
counsel, relating to certain sales of our products through third party intermediaries in China. The internal
investigation includes a review of compliance by our employees in China with the requirements of the U.S.
Foreign Corrupt Practices Act and other applicable laws and regulations. On September 5, 2013, the Company
voluntarily contacted the United States Securities and Exchange Commission and United States Department of
Justice to advise both agencies of this internal investigation. We will cooperate with any government
investigation of this matter. At this point, we cannot predict or estimate the duration, scope, cost, or result of this
matter, or whether the government will commence any legal action, which could result in possible fines and
penalties, criminal or civil sanctions, or other consequences. Accordingly, no provision with respect to these
matters has been made in the Company's consolidated financial statements. Adverse findings or other negative
outcomes from any governmental proceedings could have a material impact on the Company's consolidated
financial statements in future periods.
18. Short-Term Debt
Credit Facility
On October 20, 2011, we entered into a five-year credit agreement, which provides for a $400 million
unsecured credit facility that will expire on October 20, 2016. The company may use amounts borrowed under
the facility for general corporate purposes. As of October 31, 2013 the company has no borrowings outstanding
under the facility. We were in compliance with the covenants for the credit facilities during the year ended
October 31, 2013.
As a result of the Dako acquisition, we have a credit facility in Danish Krone equivalent of $9 million
with a Danish financial institution. As of October 31, 2013 the company had no borrowings outstanding under
the facility.
2013 Senior Notes
On July 13, 2010, the company issued an aggregate principal amount of $250 million in senior notes
("2013 senior notes"). The 2013 senior notes matured on July 15, 2013 and were paid in full.
2012 Senior Notes
On September 9, 2009, the company issued an aggregate principal amount of $250 million in senior notes
("2012 senior notes"). The 2012 senior notes matured on September 14, 2012 and were paid in full.
72
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19. Long-Term Debt
Senior Notes
The following table summarizes the company's long-term senior notes and the related interest rate swaps:
October 31, 2013
October 31, 2012
Amortized
Principal
Swap
Total
Amortized
Principal
Swap
Total
500
599
498
399
597
2,593
$
(in millions)
512
621
524
399
597
$ 2,653
$
12
22
26
—
—
60
499
599
498
399
—
1,995
18
26
29
—
—
73
$
517
625
527
399
—
$ 2,068
$
2015 Senior Notes
2017 Senior Notes
2020 Senior Notes
2022 Senior Notes
2023 Senior Notes
Total
2015 Senior Notes
In September 2009, the company issued an aggregate principal amount of $500 million in senior notes
("2015 senior notes"). The 2015 senior notes were issued at 99.69% of their principal amount. The notes will
mature on September 14, 2015, and bear interest at a fixed rate of 5.50% per annum. The interest is payable
semi-annually on March 14th and September 14th of each year, payments commenced on March 14, 2010.
On June 6, 2011, we terminated our interest rate swap contracts related to our 2015 senior notes that
represented the notional amount of $500 million. The asset value, including interest receivable, upon termination
for these contracts was approximately $31 million and the amount to be amortized at October 31, 2013 was $12
million. The gain is being deferred and amortized to interest expense over the remaining life of the 2015 senior
notes.
2017 Senior Notes
In October 2007, the company issued an aggregate principal amount of $600 million in senior notes
("2017 senior notes"). The 2017 senior notes were issued at 99.60% of their principal amount. The notes will
mature on November 1, 2017, and bear interest at a fixed rate of 6.50% per annum. The interest is payable semi-
annually on May 1st and November 1st of each year and payments commenced on May 1, 2008.
On November 25, 2008, we terminated two interest rate swap contracts associated with our 2017 senior
notes that represented the notional amount of $400 million. The asset value, including interest receivable, upon
termination was approximately $43 million and the amount to be amortized at October 31, 2013 was $22 million.
The gain is being deferred and amortized to interest expense over the remaining life of the 2017 senior notes.
2020 Senior Notes
In July 2010, the company issued an aggregate principal amount of $500 million in senior notes ("2020
senior notes"). The 2020 senior notes were issued at 99.54% of their principal amount. The notes will mature on
July 15, 2020, and bear interest at a fixed rate of 5.00% per annum. The interest is payable semi-annually on
January 15th and July 15th of each year, payments commenced on January 15, 2011.
On August 9, 2011, we terminated our interest rate swap contracts related to our 2020 senior notes that
represented the notional amount of $500 million. The asset value, including interest receivable, upon termination
for these contracts was approximately $34 million and the amount to be amortized at October 31, 2013 was $26
million. The gain is being deferred and amortized to interest expense over the remaining life of the 2020 senior
notes.
74
In September 2012, the company issued an aggregate principal amount of $400 million in senior notes
("2022 senior notes"). The 2022 senior notes were issued at 99.80% of their principal amount. The notes will
mature on October 1, 2022, and bear interest at a fixed rate of 3.20% per annum. The interest is payable semi-
annually on April 1st and October 1st of each year, payments commenced on April 1, 2013.
2022 Senior Notes
2023 Senior Notes
In June 2013, the company issued aggregate principal amount of $600 million in senior notes ("2023
senior notes"). The 2023 senior notes were issued at 99.544% of their principal amount. The notes will mature on
July 15, 2023 and bear interest at a fixed rate of 3.875% per annum. The interest is payable semi annually on
January 15th and July 15th of each year and payments will commence January 15, 2014.
All notes issued are unsecured and rank equally in right of payment with all of Agilent's other senior
unsecured indebtedness. The company incurred issuance costs of $5 million each in connection with the 2017
and 2023 senior notes and incurred $3 million each in connection with the 2015, 2020 and 2022 senior notes.
These costs were capitalized in other assets on the consolidated balance sheet and the costs are being amortized
to interest expense over the term of the senior notes.
As of October 31, 2013, and as a result of the Dako acquisition, we have mortgage debts, secured on
buildings in Denmark, in Danish Krone equivalent of $46 million aggregate principal outstanding with a Danish
financial institution. The loans have a variable interest rate based on 3 months Copenhagen Interbank Rate
("Cibor") and will mature on September 30, 2027. Interest payments are made in March, June, September and
Other debt
December of each year.
20. Stockholders’ Equity
Stock Repurchase Program
On November 19, 2009 our board of directors approved a share-repurchase program to reduce or eliminate
dilution of basic outstanding shares in connection with issuances of stock under the company's equity incentive
plans (the "2009 repurchase program"). The 2009 repurchase program did not require the company to acquire a
specific number of shares and could be suspended or discontinued at any time. There was no fixed termination
date for the 2009 repurchase program.
On January 16, 2013, our board of directors terminated the 2009 repurchase program and approved a new
share-repurchase program (the "2013 repurchase program"). The 2013 repurchase program authorized the use of
up to $500 million to repurchase shares of the company's common stock in open market transactions, inclusive of
any amounts repurchased since November 1, 2012. On May 14, 2013 we announced that our board of directors
authorized an increase of $500 million to the 2013 repurchase program bringing the cumulative authorization to
$1 billion. Unless terminated earlier by the board of directors, the 2013 repurchase program is designed to cover
purchases until the end of the calendar year 2013 and any unused portion may be used in the calendar year 2014.
The 2013 repurchase program does not require the company to acquire a specific number of shares and may be
suspended or discontinued at any time. As of October 31, 2013, the remaining amount to be repurchased under
the 2013 program is $100 million. We repurchased the remaining $100 million worth of shares under the 2013
repurchase program in November 2013.
For the year ended October 31, 2013, we repurchased 20 million shares for $900 million. For the year
ended October 31, 2012 we repurchased approximately 5 million shares for $172 million. For the year ended
October 31, 2011 we repurchased 12 million shares for $497 million. All such shares and related costs are held
as treasury stock and accounted for using the cost method.
19. Long-Term Debt
Senior Notes
2015 Senior Notes
2017 Senior Notes
2020 Senior Notes
2022 Senior Notes
2023 Senior Notes
Total
2015 Senior Notes
notes.
2017 Senior Notes
The following table summarizes the company's long-term senior notes and the related interest rate swaps:
October 31, 2013
October 31, 2012
Swap
Total
Swap
Total
Amortized
Principal
(in millions)
12
22
26
—
—
60
512
621
524
399
597
499
599
498
399
—
18
26
29
—
—
517
625
527
399
—
$
2,593
$
$ 2,653
$
1,995
$
73
$ 2,068
Amortized
Principal
500
599
498
399
597
In September 2009, the company issued an aggregate principal amount of $500 million in senior notes
("2015 senior notes"). The 2015 senior notes were issued at 99.69% of their principal amount. The notes will
mature on September 14, 2015, and bear interest at a fixed rate of 5.50% per annum. The interest is payable
semi-annually on March 14th and September 14th of each year, payments commenced on March 14, 2010.
On June 6, 2011, we terminated our interest rate swap contracts related to our 2015 senior notes that
represented the notional amount of $500 million. The asset value, including interest receivable, upon termination
for these contracts was approximately $31 million and the amount to be amortized at October 31, 2013 was $12
million. The gain is being deferred and amortized to interest expense over the remaining life of the 2015 senior
In October 2007, the company issued an aggregate principal amount of $600 million in senior notes
("2017 senior notes"). The 2017 senior notes were issued at 99.60% of their principal amount. The notes will
mature on November 1, 2017, and bear interest at a fixed rate of 6.50% per annum. The interest is payable semi-
annually on May 1st and November 1st of each year and payments commenced on May 1, 2008.
On November 25, 2008, we terminated two interest rate swap contracts associated with our 2017 senior
notes that represented the notional amount of $400 million. The asset value, including interest receivable, upon
termination was approximately $43 million and the amount to be amortized at October 31, 2013 was $22 million.
The gain is being deferred and amortized to interest expense over the remaining life of the 2017 senior notes.
2020 Senior Notes
In July 2010, the company issued an aggregate principal amount of $500 million in senior notes ("2020
senior notes"). The 2020 senior notes were issued at 99.54% of their principal amount. The notes will mature on
July 15, 2020, and bear interest at a fixed rate of 5.00% per annum. The interest is payable semi-annually on
January 15th and July 15th of each year, payments commenced on January 15, 2011.
On August 9, 2011, we terminated our interest rate swap contracts related to our 2020 senior notes that
represented the notional amount of $500 million. The asset value, including interest receivable, upon termination
for these contracts was approximately $34 million and the amount to be amortized at October 31, 2013 was $26
million. The gain is being deferred and amortized to interest expense over the remaining life of the 2020 senior
notes.
2022 Senior Notes
In September 2012, the company issued an aggregate principal amount of $400 million in senior notes
("2022 senior notes"). The 2022 senior notes were issued at 99.80% of their principal amount. The notes will
mature on October 1, 2022, and bear interest at a fixed rate of 3.20% per annum. The interest is payable semi-
annually on April 1st and October 1st of each year, payments commenced on April 1, 2013.
2023 Senior Notes
In June 2013, the company issued aggregate principal amount of $600 million in senior notes ("2023
senior notes"). The 2023 senior notes were issued at 99.544% of their principal amount. The notes will mature on
July 15, 2023 and bear interest at a fixed rate of 3.875% per annum. The interest is payable semi annually on
January 15th and July 15th of each year and payments will commence January 15, 2014.
All notes issued are unsecured and rank equally in right of payment with all of Agilent's other senior
unsecured indebtedness. The company incurred issuance costs of $5 million each in connection with the 2017
and 2023 senior notes and incurred $3 million each in connection with the 2015, 2020 and 2022 senior notes.
These costs were capitalized in other assets on the consolidated balance sheet and the costs are being amortized
to interest expense over the term of the senior notes.
Other debt
As of October 31, 2013, and as a result of the Dako acquisition, we have mortgage debts, secured on
buildings in Denmark, in Danish Krone equivalent of $46 million aggregate principal outstanding with a Danish
financial institution. The loans have a variable interest rate based on 3 months Copenhagen Interbank Rate
("Cibor") and will mature on September 30, 2027. Interest payments are made in March, June, September and
December of each year.
20. Stockholders’ Equity
Stock Repurchase Program
On November 19, 2009 our board of directors approved a share-repurchase program to reduce or eliminate
dilution of basic outstanding shares in connection with issuances of stock under the company's equity incentive
plans (the "2009 repurchase program"). The 2009 repurchase program did not require the company to acquire a
specific number of shares and could be suspended or discontinued at any time. There was no fixed termination
date for the 2009 repurchase program.
On January 16, 2013, our board of directors terminated the 2009 repurchase program and approved a new
share-repurchase program (the "2013 repurchase program"). The 2013 repurchase program authorized the use of
up to $500 million to repurchase shares of the company's common stock in open market transactions, inclusive of
any amounts repurchased since November 1, 2012. On May 14, 2013 we announced that our board of directors
authorized an increase of $500 million to the 2013 repurchase program bringing the cumulative authorization to
$1 billion. Unless terminated earlier by the board of directors, the 2013 repurchase program is designed to cover
purchases until the end of the calendar year 2013 and any unused portion may be used in the calendar year 2014.
The 2013 repurchase program does not require the company to acquire a specific number of shares and may be
suspended or discontinued at any time. As of October 31, 2013, the remaining amount to be repurchased under
the 2013 program is $100 million. We repurchased the remaining $100 million worth of shares under the 2013
repurchase program in November 2013.
For the year ended October 31, 2013, we repurchased 20 million shares for $900 million. For the year
ended October 31, 2012 we repurchased approximately 5 million shares for $172 million. For the year ended
October 31, 2011 we repurchased 12 million shares for $497 million. All such shares and related costs are held
as treasury stock and accounted for using the cost method.
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On November 22, 2013 we announced that our board of directors has authorized a new share repurchase
program effective upon the conclusion of the company's existing $1 billion repurchase program. The new
program is designed to reduce or eliminate dilution resulting from issuance of stock under the company's
employee equity incentive programs to maintain a weighted average share count of approximately 335 million
diluted shares.
Cash Dividends on Shares of Common Stock
During the year ended October 31, 2013, cash dividends of $0.46 per share, or $156 million were declared
and paid on the company's outstanding common stock. During the year ended October 31, 2012, cash dividends
of $0.30 per share, or $104 million were declared and paid on the company's outstanding common stock. The
timing and amounts of any future dividends are subject to determination and approval by our board of directors.
On November 22, 2013 we announced that our board of directors has authorized a 10 percent increase in
the quarterly dividend to $0.132 per share. The dividend was declared on November 22, 2013 and will be paid on
January 22, 2014 to all stockholders of record as of close of business on December 31, 2013.
Accumulated other comprehensive income
The following table summarizes the components of our accumulated other comprehensive income as of
October 31, 2013 and 2012, net of tax effect:
Unrealized gain on equity securities, net of $2 of tax expense for 2013
Foreign currency translation, net of $102 of tax expense for 2013 and 2012
Unrealized losses on defined benefit plans, net of tax benefit of $(64) and $(162)
for 2013 and 2012, respectively
Unrealized gains (losses) on derivative instruments, net of tax expense of $2 and
$3 for 2013 and 2012, respectively
Total accumulated other comprehensive income (loss)
$
$
October 31,
2013
2012
(in millions)
$
7
425
(341)
—
91
$
—
424
(537)
2
(111)
21. Segment Information
Description of segments. We are a measurement company providing core bio-analytical and electronic
measurement solutions to the life sciences, diagnostics and genomics, chemical analysis, communications and
electronics industries. In the fourth fiscal quarter of 2013, we formed a new operating segment from our existing
businesses. The new life sciences and diagnostics segment was formed by the combination of the life sciences
business plus the diagnostics and genomics business. Following this reorganization, Agilent has three business
segments comprised of the life sciences and diagnostics business, the chemical analysis business and the
electronic measurement business. The historical segment financial information for the life sciences and
diagnostics segment has been recast to conform to this new reporting structure in our financial statements. The
three operating segments were determined based primarily on how the chief operating decision maker views and
evaluates our operations. Operating results are regularly reviewed by the chief operating decision maker to make
decisions about resources to be allocated to the segment and to assess its performance. Other factors, including
market separation and customer specific applications, go-to-market channels, products and services and
manufacturing are considered in determining the formation of these operating segments.
A description of our three reportable segments is as follows:
Our life sciences and diagnostics business provides application-focused solutions that include reagents,
76
instruments, software, consumables, and services that enable customers to identify, quantify and analyze the
physical and biological properties of substances and products, as well as enable customers in the clinical and life
sciences research areas to interrogate samples at the molecular level. Key product categories include: liquid
chromatography systems, columns and components; liquid chromatography mass spectrometry systems;
laboratory software and informatics systems; laboratory automation and robotic systems; dissolution testing;
nucleic acid solutions; Nuclear Magnetic Resonance, Magnetic Resonance Imaging, and X-Ray Diffraction
systems; services and support for the aforementioned products; immunohistochemistry ; In Situ Hybridization;
Hematoxylin and Eosin staining; special staining, DNA mutation detection; genotyping; gene copy number
determination; identification of gene rearrangements; DNA methylation profiling; gene expression profiling;
next generation sequencing target enrichment; and automated gel electrophoresis-based sample analysis
systems. We also collaborate with a number of major pharmaceutical companies to develop new potential
pharmacodiagnostics, also called companion diagnostics, with the potential of identifying patients most likely to
benefit from a specific targeted therapy.
Our chemical analysis business provides application-focused solutions that include instruments, software,
consumables, and services that enable customers to identify, quantify and analyze the physical and biological
properties of substances and products. Key product categories in chemical analysis include: gas chromatography
(GC) systems, columns and components; gas chromatography mass spectrometry (GC-MS) systems; inductively
coupled plasma mass spectrometry (ICP-MS) instruments; atomic absorption (AA) instruments; inductively
coupled plasma optical emission spectrometry (ICP-OES) instruments; molecular spectroscopy instruments;
software and data systems; vacuum pumps and measurement technologies; services and support for our products.
Our electronic measurement business provides electronic measurement instruments and systems, software
design tools and related services that are used in the design, development, manufacture, installation, deployment
and operation of electronics equipment, and microscopy products. Related services include start-up assistance,
instrument productivity and application services and instrument calibration and repair. We also offer
customization, consulting and optimization services throughout the customer's product lifecycle.
The historical segment numbers for the life sciences and diagnostics segment has been recast to conform
to this new reporting structure in our financial statements.
A significant portion of the segments' expenses arise from shared services and infrastructure that we have
historically provided to the segments in order to realize economies of scale and to efficiently use resources.
These expenses, collectively called corporate charges, include costs of centralized research and development,
legal, accounting, real estate, insurance services, information technology services, treasury and other corporate
infrastructure expenses. Charges are allocated to the segments, and the allocations have been determined on a
basis that we consider to be a reasonable reflection of the utilization of services provided to or benefits received
by the segments. Beginning in fiscal year 2012, we created the Agilent Order Fulfillment ("AOF") organization
to centralize all order fulfillment and supply organizations and operations. AOF provides resources for
manufacturing, engineering, strategic sourcing and logistics to life sciences, chemical analysis and electronic
measurement businesses. In general, AOF employees are dedicated to specific businesses and the associated
costs are directly allocated to businesses.
The following tables reflect the results of our reportable segments under our management reporting
system. These results are not necessarily in conformity with U.S. GAAP. The performance of each segment is
measured based on several metrics, including adjusted income from operations. These results are used, in part, by
the chief operating decision maker in evaluating the performance of, and in allocating resources to, each of the
segments.
On November 22, 2013 we announced that our board of directors has authorized a new share repurchase
program effective upon the conclusion of the company's existing $1 billion repurchase program. The new
program is designed to reduce or eliminate dilution resulting from issuance of stock under the company's
employee equity incentive programs to maintain a weighted average share count of approximately 335 million
diluted shares.
Cash Dividends on Shares of Common Stock
During the year ended October 31, 2013, cash dividends of $0.46 per share, or $156 million were declared
and paid on the company's outstanding common stock. During the year ended October 31, 2012, cash dividends
of $0.30 per share, or $104 million were declared and paid on the company's outstanding common stock. The
timing and amounts of any future dividends are subject to determination and approval by our board of directors.
On November 22, 2013 we announced that our board of directors has authorized a 10 percent increase in
the quarterly dividend to $0.132 per share. The dividend was declared on November 22, 2013 and will be paid on
January 22, 2014 to all stockholders of record as of close of business on December 31, 2013.
Accumulated other comprehensive income
The following table summarizes the components of our accumulated other comprehensive income as of
October 31, 2013 and 2012, net of tax effect:
Unrealized gain on equity securities, net of $2 of tax expense for 2013
Foreign currency translation, net of $102 of tax expense for 2013 and 2012
Unrealized losses on defined benefit plans, net of tax benefit of $(64) and $(162)
for 2013 and 2012, respectively
Unrealized gains (losses) on derivative instruments, net of tax expense of $2 and
$3 for 2013 and 2012, respectively
Total accumulated other comprehensive income (loss)
$
$
2013
2012
October 31,
(in millions)
7
$
425
(341)
—
91
$
—
424
(537)
2
(111)
21. Segment Information
Description of segments. We are a measurement company providing core bio-analytical and electronic
measurement solutions to the life sciences, diagnostics and genomics, chemical analysis, communications and
electronics industries. In the fourth fiscal quarter of 2013, we formed a new operating segment from our existing
businesses. The new life sciences and diagnostics segment was formed by the combination of the life sciences
business plus the diagnostics and genomics business. Following this reorganization, Agilent has three business
segments comprised of the life sciences and diagnostics business, the chemical analysis business and the
electronic measurement business. The historical segment financial information for the life sciences and
diagnostics segment has been recast to conform to this new reporting structure in our financial statements. The
three operating segments were determined based primarily on how the chief operating decision maker views and
evaluates our operations. Operating results are regularly reviewed by the chief operating decision maker to make
decisions about resources to be allocated to the segment and to assess its performance. Other factors, including
market separation and customer specific applications, go-to-market channels, products and services and
manufacturing are considered in determining the formation of these operating segments.
A description of our three reportable segments is as follows:
Our life sciences and diagnostics business provides application-focused solutions that include reagents,
instruments, software, consumables, and services that enable customers to identify, quantify and analyze the
physical and biological properties of substances and products, as well as enable customers in the clinical and life
sciences research areas to interrogate samples at the molecular level. Key product categories include: liquid
chromatography systems, columns and components; liquid chromatography mass spectrometry systems;
laboratory software and informatics systems; laboratory automation and robotic systems; dissolution testing;
nucleic acid solutions; Nuclear Magnetic Resonance, Magnetic Resonance Imaging, and X-Ray Diffraction
systems; services and support for the aforementioned products; immunohistochemistry ; In Situ Hybridization;
Hematoxylin and Eosin staining; special staining, DNA mutation detection; genotyping; gene copy number
determination; identification of gene rearrangements; DNA methylation profiling; gene expression profiling;
next generation sequencing target enrichment; and automated gel electrophoresis-based sample analysis
systems. We also collaborate with a number of major pharmaceutical companies to develop new potential
pharmacodiagnostics, also called companion diagnostics, with the potential of identifying patients most likely to
benefit from a specific targeted therapy.
Our chemical analysis business provides application-focused solutions that include instruments, software,
consumables, and services that enable customers to identify, quantify and analyze the physical and biological
properties of substances and products. Key product categories in chemical analysis include: gas chromatography
(GC) systems, columns and components; gas chromatography mass spectrometry (GC-MS) systems; inductively
coupled plasma mass spectrometry (ICP-MS) instruments; atomic absorption (AA) instruments; inductively
coupled plasma optical emission spectrometry (ICP-OES) instruments; molecular spectroscopy instruments;
software and data systems; vacuum pumps and measurement technologies; services and support for our products.
Our electronic measurement business provides electronic measurement instruments and systems, software
design tools and related services that are used in the design, development, manufacture, installation, deployment
and operation of electronics equipment, and microscopy products. Related services include start-up assistance,
instrument productivity and application services and instrument calibration and repair. We also offer
customization, consulting and optimization services throughout the customer's product lifecycle.
The historical segment numbers for the life sciences and diagnostics segment has been recast to conform
to this new reporting structure in our financial statements.
A significant portion of the segments' expenses arise from shared services and infrastructure that we have
historically provided to the segments in order to realize economies of scale and to efficiently use resources.
These expenses, collectively called corporate charges, include costs of centralized research and development,
legal, accounting, real estate, insurance services, information technology services, treasury and other corporate
infrastructure expenses. Charges are allocated to the segments, and the allocations have been determined on a
basis that we consider to be a reasonable reflection of the utilization of services provided to or benefits received
by the segments. Beginning in fiscal year 2012, we created the Agilent Order Fulfillment ("AOF") organization
to centralize all order fulfillment and supply organizations and operations. AOF provides resources for
manufacturing, engineering, strategic sourcing and logistics to life sciences, chemical analysis and electronic
measurement businesses. In general, AOF employees are dedicated to specific businesses and the associated
costs are directly allocated to businesses.
The following tables reflect the results of our reportable segments under our management reporting
system. These results are not necessarily in conformity with U.S. GAAP. The performance of each segment is
measured based on several metrics, including adjusted income from operations. These results are used, in part, by
the chief operating decision maker in evaluating the performance of, and in allocating resources to, each of the
segments.
76
77
s
l
a
i
c
n
a
n
i
F
t
r
o
p
e
R
l
a
u
n
n
A
T
R
O
P
E
R
L
A
U
N
N
A
The profitability of each of the segments is measured after excluding restructuring and asset impairment
charges, investment gains and losses, interest income, interest expense, acquisition and integration costs, one-
time and pre-separation costs, non-cash amortization and other items as noted in the reconciliations below.
The following table presents assets and capital expenditures directly managed by each segment.
Unallocated assets primarily consist of cash, cash equivalents, accumulated amortization of other intangibles and
other assets.
Life Sciences
and
Diagnostics
Chemical
Analysis
Electronic
Measurement
Total
Segments
(in millions)
Year ended October 31, 2013:
Total net revenue
Income from operations
Depreciation expense
Share-based compensation expense
Year ended October 31, 2012:
Total net revenue
Income from operations
Depreciation expense
Share-based compensation expense
Year ended October 31, 2011:
$
$
$
$
$
$
$
$
$
Total segment revenue
Varian acquisition deferred revenue fair value adjustment $
$
Total net revenue
$
Income from operations
$
Depreciation expense
$
Share-based compensation expense
2,300
377
71
26
1,984
295
57
21
1,792
(4)
1,788
237
39
20
$
$
$
$
$
$
$
$
$
$
$
$
$
$
1,594
355
27
21
1,559
338
31
18
1,518
(7)
1,511
313
28
17
$
$
$
$
$
$
$
$
$
$
$
$
$
2,888
544
83
38
3,315
751
83
37
3,316
—
3,316
760
75
36
$
$
$
$
$
$
$
$
$
$
$
$
$
$
6,782
1,276
181
85
6,858
1,384
171
76
6,626
(11)
6,615
1,310
142
73
The following table reconciles reportable segments' income from operations to Agilent's total enterprise
income before taxes:
Years Ended October 31,
2013
2012
(in millions)
2011
Total reportable segments' income from operations
Restructuring related costs
Acceleration of depreciation for held and used assets
Asset Impairments
Transformational programs
Amortization of intangibles
Acquisition and integration costs
Acceleration of share-based compensation expense related to
workforce reduction
One-time and pre-separation costs
Varian acquisition related fair value adjustments
Other
Interest Income
Interest Expense
Other income (expense), net
Income before taxes, as reported
$
$
1,276
(53)
—
(3)
(19)
(199)
(29)
(3)
(5)
—
(14)
7
(107)
8
859
$
$
$
1,384
—
(15)
(1)
(25)
(136)
(74)
—
—
—
(14)
9
(101)
16
1,043
$
1,310
(2)
—
(9)
(51)
(113)
(54)
—
—
(9)
(1)
14
(86)
33
1,032
Major customers. No customer represented 10 percent or more of our total net revenue in 2013, 2012 or
2011.
78
As of October 31, 2013:
Assets
Capital expenditures
As of October 31, 2012:
Assets
Capital expenditures
Life Sciences
and
Diagnostics
Chemical
Analysis
Electronic
Measurement
Total
Segments
(in millions)
$
$
$
$
4,291
77
4,072
56
$
$
$
$
1,756
30
1,768
32
$
$
$
$
1,997
88
2,157
106
$
$
$
$
8,044
195
7,997
194
The following table reconciles segment assets to Agilent's total assets:
Total reportable segments' assets
Cash, cash equivalents and short-term investments
Prepaid expenses
Investments
Other
Total assets
Long-term and other receivables
2013
2012
October 31,
(in millions)
$
8,044
2,675
198
139
162
(532)
10,686
$
7,997
2,351
128
109
161
(210)
10,536
$
$
The other category primarily represents the difference between how segments report deferred taxes and
intangible assets at the initial purchased amount.
The following table presents summarized information for net revenue and long-lived assets by geographic
region. Revenues from external customers are generally attributed to countries based upon the location of the
Agilent sales representative. Long lived assets consist of property, plant, and equipment, long-term receivables
and other long-term assets excluding intangible assets. The rest of the world primarily consists of rest of Asia
and Europe.
Net revenue:
Year ended October 31, 2013
Year ended October 31, 2012
Year ended October 31, 2011
Long-lived assets:
October 31, 2013
October 31, 2012
United
States
China
Japan
(in millions)
Rest of the
World
Total
$
$
$
2,043
2,218
2,016
$
$
$
1,131
1,078
1,035
$
$
$
628
716
700
$ 2,980
$ 2,846
$ 2,864
$ 6,782
$ 6,858
$ 6,615
United
States
Japan
Rest of the
World
Total
(in millions)
$
$
601
550
$
$
130
167
$
$
715
645
$ 1,446
$ 1,362
The profitability of each of the segments is measured after excluding restructuring and asset impairment
charges, investment gains and losses, interest income, interest expense, acquisition and integration costs, one-
time and pre-separation costs, non-cash amortization and other items as noted in the reconciliations below.
The following table presents assets and capital expenditures directly managed by each segment.
Unallocated assets primarily consist of cash, cash equivalents, accumulated amortization of other intangibles and
other assets.
The following table reconciles reportable segments' income from operations to Agilent's total enterprise
Year ended October 31, 2013:
Total net revenue
Income from operations
Depreciation expense
Share-based compensation expense
Year ended October 31, 2012:
Total net revenue
Income from operations
Depreciation expense
Share-based compensation expense
Year ended October 31, 2011:
Total segment revenue
Total net revenue
Income from operations
Depreciation expense
Share-based compensation expense
income before taxes:
Varian acquisition deferred revenue fair value adjustment $
Restructuring related costs
Acceleration of depreciation for held and used assets
Asset Impairments
Transformational programs
Amortization of intangibles
Acquisition and integration costs
Acceleration of share-based compensation expense related to
workforce reduction
One-time and pre-separation costs
Varian acquisition related fair value adjustments
Other
Interest Income
Interest Expense
Other income (expense), net
Income before taxes, as reported
2011.
Life Sciences
and
Diagnostics
Chemical
Analysis
Electronic
Measurement
Total
Segments
(in millions)
$
$
$
$
$
$
$
$
$
$
$
$
$
2,300
377
71
26
1,984
295
57
21
1,792
(4)
1,788
237
39
20
$
$
$
$
$
$
$
$
$
$
$
$
$
$
1,594
355
27
21
1,559
338
31
18
(7)
1,511
313
28
17
$
$
$
$
$
$
$
$
$
$
$
$
1,518
$
2,888
544
83
38
3,315
751
83
37
3,316
—
3,316
760
75
36
$
$
$
$
$
$
$
$
$
$
$
$
$
$
6,782
1,276
181
85
6,858
1,384
171
76
6,626
(11)
6,615
1,310
142
73
Years Ended October 31,
2013
2011
2012
(in millions)
(53)
—
(3)
(19)
(199)
(29)
(3)
(5)
—
(14)
(107)
7
8
—
(15)
(1)
(25)
(136)
(74)
—
—
—
9
16
(14)
(101)
(2)
—
(9)
(51)
(113)
(54)
—
—
(9)
(1)
14
(86)
33
$
859
$
1,043
$
1,032
Total reportable segments' income from operations
$
1,276
$
1,384
$
1,310
Major customers. No customer represented 10 percent or more of our total net revenue in 2013, 2012 or
As of October 31, 2013:
Assets
Capital expenditures
As of October 31, 2012:
Assets
Capital expenditures
Life Sciences
and
Diagnostics
Chemical
Analysis
Electronic
Measurement
Total
Segments
(in millions)
$
$
$
$
4,291
77
4,072
56
$
$
$
$
1,756
30
1,768
32
$
$
$
$
1,997
88
2,157
106
$
$
$
$
8,044
195
7,997
194
The following table reconciles segment assets to Agilent's total assets:
Total reportable segments' assets
Cash, cash equivalents and short-term investments
Prepaid expenses
Investments
Long-term and other receivables
Other
Total assets
October 31,
2013
2012
$
(in millions)
$
8,044
2,675
198
139
162
(532)
$
10,686
$
7,997
2,351
128
109
161
(210)
10,536
The other category primarily represents the difference between how segments report deferred taxes and
intangible assets at the initial purchased amount.
The following table presents summarized information for net revenue and long-lived assets by geographic
region. Revenues from external customers are generally attributed to countries based upon the location of the
Agilent sales representative. Long lived assets consist of property, plant, and equipment, long-term receivables
and other long-term assets excluding intangible assets. The rest of the world primarily consists of rest of Asia
and Europe.
Net revenue:
Year ended October 31, 2013
Year ended October 31, 2012
Year ended October 31, 2011
Long-lived assets:
October 31, 2013
October 31, 2012
United
States
China
Japan
(in millions)
Rest of the
World
Total
$
$
$
2,043
2,218
2,016
$
$
$
1,131
1,078
1,035
$
$
$
628
716
700
$ 2,980
$ 2,846
$ 2,864
$ 6,782
$ 6,858
$ 6,615
United
States
Japan
Rest of the
World
Total
(in millions)
$
$
601
550
$
$
130
167
$
$
715
645
$ 1,446
$ 1,362
78
79
s
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a
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i
F
t
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o
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a
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A
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N
A
QUARTERLY SUMMARY
(Unaudited)
Three Months Ended
January 31,
April 30,
July 31,
October 31,
(in millions, except per share data)
2013
Net revenue
Gross profit
Income from operations
Net income
Net income per share — Basic:
Net income per share — Diluted:
Weighted average shares used in computing net
income per share:
Basic
Diluted
Cash dividends per common share
Range of stock prices on NYSE
2012 (1)
Net revenue
Gross profit
Income from operations
Net income
Net income per share — Basic:
Net income per share — Diluted:
Weighted average shares used in computing net
income per share:
Basic
Diluted
Cash dividends per common share
Range of stock prices on NYSE
$
$
$
$
$
$
$
$
$
$
1,680
880
217
179
0.52
0.51
347
352
0.22
$ 35.45-45.55
1,635
874
271
230
0.66
0.65
348
352
0.10
$
$
$
$
$
$
$
$
$
$
1,732
891
213
166
0.48
0.48
$
$
$
$
345
349
— $
$ 40.19-45.66
1,733
918
300
255
0.73
0.72
$
$
$
$
348
354
— $
$ 32.51-44.85
$ 39.15-46.28
1,652
856
236
168
0.50
0.49
$
$
$
$
1,718
908
285
211
0.64
0.63
339
343
0.12
331
336
0.12
$
$ 41.24-47.47 $ 45.32-53.47
1,723
890
270
243
0.70
0.69
$
$
$
$
1,767
922
278
425
1.22
1.20
348
353
0.10
348
353
0.10
$
$ 35.32-43.27 $ 35.38-40.97
(1) Consolidated financial data includes Dako acquired, acquired on June 21, 2012, and non-recurring tax benefit relating to
the U.S. valuation allowance reversal in the fourth quarter of 2012 of $280 million.
If we do not introduce successful new products and services in a timely manner, our products and
services will become obsolete, and our operating results will suffer.
80
RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY AFFECT FUTURE RESULTS
Risks, Uncertainties and Other Factors That May Affect Future Results
Depressed and uncertain general economic conditions may adversely affect our operating results and
financial condition.
Our business is sensitive to negative changes in general economic conditions, both inside and outside the
U.S. The continued economic downturn may adversely impact our business resulting in:
reduced demand for our products, delays in the shipment of orders, or increases in order
increased risk of excess and obsolete inventories;
increased price pressure for our products and services; and
cancellations;
portfolio.
greater risk of impairment to the value, and a detriment to the liquidity, of our investment
Our operating results and financial condition could be harmed if the markets into which we sell our
products decline or do not grow as anticipated.
Visibility into our markets is limited. Our quarterly sales and operating results are highly dependent on the
volume and timing of orders received during the fiscal quarter, which are difficult to forecast and may be
cancelled by our customers. In addition, our revenues and earnings forecasts for future fiscal quarters are often
based on the expected seasonality or cyclicality of our markets. However, the markets we serve do not always
experience the seasonality or cyclicality that we expect. Any decline in our customers' markets or in general
economic conditions, including declines related to the current market disruptions described above, would likely
result in a reduction in demand for our products and services. The broader semiconductor market is one of the
drivers for our electronic measurement business, and therefore, a decrease in the semiconductor market could
harm our electronic measurement business. Also, if our customers' markets decline, we may not be able to collect
on outstanding amounts due to us. Such declines could harm our consolidated financial position, results of
operations, cash flows and stock price, and could limit our profitability. Also, in such an environment, pricing
pressures could intensify. Since a significant portion of our operating expenses is relatively fixed in nature due to
sales, research and development and manufacturing costs, if we were unable to respond quickly enough these
pricing pressures could further reduce our operating margins.
We generally sell our products in industries that are characterized by rapid technological changes, frequent
new product and service introductions and changing industry standards. In addition, many of the markets in
which we operate are seasonal and cyclical. Without the timely introduction of new products, services and
enhancements, our products and services will become technologically obsolete over time, in which case our
revenue and operating results would suffer. The success of our new products and services will depend on several
factors, including our ability to:
properly identify customer needs;
innovate and develop new technologies, services and applications;
successfully commercialize new technologies in a timely manner;
• manufacture and deliver our products in sufficient volumes and on time;
differentiate our offerings from our competitors' offerings;
price our products competitively;
•
•
•
•
•
•
•
•
•
QUARTERLY SUMMARY
(Unaudited)
2013
Net revenue
Gross profit
Income from operations
Net income
Net income per share — Basic:
Net income per share — Diluted:
Weighted average shares used in computing net
income per share:
Basic
Diluted
2012 (1)
Net revenue
Gross profit
Income from operations
Net income
Net income per share — Basic:
Net income per share — Diluted:
Weighted average shares used in computing net
income per share:
Basic
Diluted
Three Months Ended
January 31,
April 30,
July 31,
October 31,
(in millions, except per share data)
$
$
$
$
$
$
$
$
$
$
1,680
880
217
179
0.52
0.51
347
352
0.22
1,635
874
271
230
0.66
0.65
348
352
0.10
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
1,732
891
213
166
0.48
0.48
345
349
1,733
918
300
255
0.73
0.72
348
354
1,652
$
$
$
$
$
$
$
856
236
168
0.50
0.49
339
343
890
270
243
0.70
0.69
348
353
1,723
$
1,718
908
285
211
0.64
0.63
331
336
0.12
1,767
922
278
425
1.22
1.20
348
353
0.10
Cash dividends per common share
Range of stock prices on NYSE
$ 35.45-45.55
$ 40.19-45.66
$ 41.24-47.47 $ 45.32-53.47
— $
0.12
$
Cash dividends per common share
Range of stock prices on NYSE
$ 32.51-44.85
$ 39.15-46.28
$ 35.32-43.27 $ 35.38-40.97
— $
0.10
$
RISKS, UNCERTAINTIES AND OTHER FACTORS THAT MAY AFFECT FUTURE RESULTS
Risks, Uncertainties and Other Factors That May Affect Future Results
Depressed and uncertain general economic conditions may adversely affect our operating results and
financial condition.
Our business is sensitive to negative changes in general economic conditions, both inside and outside the
U.S. The continued economic downturn may adversely impact our business resulting in:
•
•
•
•
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.
Our operating results and financial condition could be harmed if the markets into which we sell our
products decline or do not grow as anticipated.
Visibility into our markets is limited. Our quarterly sales and operating results are highly dependent on the
volume and timing of orders received during the fiscal quarter, which are difficult to forecast and may be
cancelled by our customers. In addition, our revenues and earnings forecasts for future fiscal quarters are often
based on the expected seasonality or cyclicality of our markets. However, the markets we serve do not always
experience the seasonality or cyclicality that we expect. Any decline in our customers' markets or in general
economic conditions, including declines related to the current market disruptions described above, would likely
result in a reduction in demand for our products and services. The broader semiconductor market is one of the
drivers for our electronic measurement business, and therefore, a decrease in the semiconductor market could
harm our electronic measurement business. Also, if our customers' markets decline, we may not be able to collect
on outstanding amounts due to us. Such declines could harm our consolidated financial position, results of
operations, cash flows and stock price, and could limit our profitability. Also, in such an environment, pricing
pressures could intensify. Since a significant portion of our operating expenses is relatively fixed in nature due to
sales, research and development and manufacturing costs, if we were unable to respond quickly enough these
pricing pressures could further reduce our operating margins.
(1) Consolidated financial data includes Dako acquired, acquired on June 21, 2012, and non-recurring tax benefit relating to
the U.S. valuation allowance reversal in the fourth quarter of 2012 of $280 million.
If we do not introduce successful new products and services in a timely manner, our products and
services will become obsolete, and our operating results will suffer.
We generally sell our products in industries that are characterized by rapid technological changes, frequent
new product and service introductions and changing industry standards. In addition, many of the markets in
which we operate are seasonal and cyclical. Without the timely introduction of new products, services and
enhancements, our products and services will become technologically obsolete over time, in which case our
revenue and operating results would suffer. The success of our new products and services will depend on several
factors, including our ability to:
•
•
•
properly identify customer needs;
innovate and develop new technologies, services and applications;
successfully commercialize new technologies in a timely manner;
• manufacture and deliver our products in sufficient volumes and on time;
•
•
differentiate our offerings from our competitors' offerings;
price our products competitively;
80
81
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a
u
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n
A
T
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P
E
R
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A
U
N
N
A
•
•
anticipate our competitors' development of new products, services or technological innovations;
and
control product quality in our manufacturing process.
We are pursuing a plan to spin-off our electronic measurement business into a new, independent publicly
traded company. The proposed separation may not be completed on the currently contemplated timeline or at
all and may not achieve the intended benefits.
In September 2013, we announced a plan to separate into two independent public companies through a spin-
off of our electronic measurement business. Unanticipated developments, including possible delays in obtaining
various tax rulings, regulatory approvals or clearances and trade qualifications, uncertainty of the financial
markets and challenges in establishing infrastructure or processes, could delay or prevent the proposed separation
or cause the proposed separation to occur on terms or conditions that are less favorable and/or different than
expected. Even if the transaction is completed, we may not realize some or all of the anticipated benefits from
the spin-off. Expenses incurred to accomplish the proposed separation may be significantly higher than what we
currently anticipate. Executing the proposed separation also requires significant time and attention from
management, which could distract them from other tasks in operating our business. Following the proposed
separation, the combined value of the common stock of the two publicly-traded companies may not be equal to
or greater than what the value of our common stock would have been had the proposed separation not occurred.
Failure to adjust our purchases due to changing market conditions or failure to estimate our customers'
demand could adversely affect our income.
Our income could be harmed if we are unable to adjust our purchases to reflect market fluctuations,
including those caused by the seasonal or cyclical nature of the markets in which we operate. The sale of our
products and services are dependent, to a large degree, on customers whose industries are subject to seasonal or
cyclical trends in the demand for their products. For example, the consumer electronics market is particularly
volatile, making demand difficult to anticipate. During a market upturn, we may not be able to purchase
sufficient supplies or components to meet increasing product demand, which could materially affect our results.
In the past we have seen a shortage of parts for some of our products. In addition, some of the parts that require
custom design are not readily available from alternate suppliers due to their unique design or the length of time
necessary for design work. Should a supplier cease manufacturing such a component, we would be forced to
reengineer our product. In addition to discontinuing parts, suppliers may also extend lead times, limit supplies or
increase prices due to capacity constraints or other factors. In order to secure components for the production of
products, we may continue to enter into non-cancelable purchase commitments with vendors, or at times make
advance payments to suppliers, which could impact our ability to adjust our inventory to declining market
demands. Prior commitments of this type have resulted in an excess of parts when demand for our
communications and electronics products has decreased. If demand for our products is less than we expect, we
may experience additional excess and obsolete inventories and be forced to incur additional charges.
Economic, political and other risks associated with international sales and operations could adversely
affect our results of operations.
Because we sell our products worldwide, our business is subject to risks associated with doing business
internationally. We anticipate that revenue from international operations will continue to represent a majority of
our total revenue. In addition, many of our employees, contract manufacturers, suppliers, job functions and
manufacturing facilities are located outside the U.S. Accordingly, our future results could be harmed by a variety
of factors, including:
•
•
•
interruption to transportation flows for delivery of parts to us and finished goods to our
customers;
changes in foreign currency exchange rates;
Our business will suffer if we are not able to retain and hire key personnel.
changes in a specific country's or region's political, economic or other conditions;
Our future success depends partly on the continued service of our key research, engineering, sales,
82
trade protection measures and import or export licensing requirements;
negative consequences from changes in tax laws including changes to U.S. tax legislation that
•
•
•
•
•
•
•
could materially increase our effective tax rate;
difficulty in staffing and managing widespread operations;
differing labor regulations;
differing protection of intellectual property;
unexpected changes in regulatory requirements; and
geopolitical turmoil, including terrorism and war.
We centralized most of our accounting processes to two locations: India and Malaysia. These processes
include general accounting, cost accounting, accounts payable and accounts receivables functions. If conditions
change in those countries, it may adversely affect operations, including impairing our ability to pay our suppliers
and collect our receivables. Our results of operations, as well as our liquidity, may be adversely affected and
possible delays may occur in reporting financial results.
Additionally, we must comply with complex foreign and U.S. laws and regulations, such as the U.S.
Foreign Corrupt Practices Act, the U.K. Bribery Act, and other local laws prohibiting corrupt payments to
governmental officials, and anti-competition regulations. Violations of these laws and regulations could result in
fines and penalties, criminal sanctions, restrictions on our business conduct and on our ability to offer our
products in one or more countries, and could also materially affect our brand, our ability to attract and retain
employees, our international operations, our business and our operating results. Although we have implemented
policies and procedures designed to ensure compliance with these laws and regulations, there can be no
assurance that our employees, contractors, or agents will not violate our policies. See Item 3. "Legal
Proceedings". If government action results from our China investigation, we could face possible fines and
penalties, criminal or civil sanctions, or other consequences, and our business could suffer.
In addition, although the majority of our products are priced and paid for in U.S. dollars, a significant
amount of certain types of expenses, such as payroll, utilities, tax, and marketing expenses, are paid in local
currencies. Our hedging programs reduce, but do not always entirely eliminate, within any given twelve month
period, the impact of currency exchange rate movements, and therefore fluctuations in exchange rates, including
those caused by currency controls, could impact our business operating results and financial condition by
resulting in lower revenue or increased expenses. However, for expenses beyond that twelve month period, our
hedging strategy does not mitigate our exposure. In addition, our currency hedging programs involve third party
financial institutions as counterparties. The weakening or failure of financial institution counterparties may
adversely affect our hedging programs and our financial condition through, among other things, a reduction in
available counterparties, increasingly unfavorable terms, and the failure of the counterparties to perform under
hedging contracts.
Significant key customers or large orders may expose us to additional business and legal risks that could
have a material adverse impact on our operating results and financial condition.
Certain significant key customers have substantial purchasing power and leverage in negotiating contractual
arrangements with us. These customers may demand contract terms that differ considerably from our standard
terms and conditions. Large orders may also include severe contractual liabilities for us if we fail to provide the
quantity and quality of product at the required delivery times. While we attempt to contractually limit our
potential liability under such contracts, we expect to be forced to agree to some or all of these types of provisions
to secure these orders and to continue to grow our business. Such actions expose us to significant additional
risks which could result in a material adverse impact on our operating results and financial condition.
anticipate our competitors' development of new products, services or technological innovations;
and
•
•
control product quality in our manufacturing process.
We are pursuing a plan to spin-off our electronic measurement business into a new, independent publicly
traded company. The proposed separation may not be completed on the currently contemplated timeline or at
all and may not achieve the intended benefits.
In September 2013, we announced a plan to separate into two independent public companies through a spin-
off of our electronic measurement business. Unanticipated developments, including possible delays in obtaining
various tax rulings, regulatory approvals or clearances and trade qualifications, uncertainty of the financial
markets and challenges in establishing infrastructure or processes, could delay or prevent the proposed separation
or cause the proposed separation to occur on terms or conditions that are less favorable and/or different than
expected. Even if the transaction is completed, we may not realize some or all of the anticipated benefits from
the spin-off. Expenses incurred to accomplish the proposed separation may be significantly higher than what we
currently anticipate. Executing the proposed separation also requires significant time and attention from
management, which could distract them from other tasks in operating our business. Following the proposed
separation, the combined value of the common stock of the two publicly-traded companies may not be equal to
or greater than what the value of our common stock would have been had the proposed separation not occurred.
Failure to adjust our purchases due to changing market conditions or failure to estimate our customers'
demand could adversely affect our income.
Our income could be harmed if we are unable to adjust our purchases to reflect market fluctuations,
including those caused by the seasonal or cyclical nature of the markets in which we operate. The sale of our
products and services are dependent, to a large degree, on customers whose industries are subject to seasonal or
cyclical trends in the demand for their products. For example, the consumer electronics market is particularly
volatile, making demand difficult to anticipate. During a market upturn, we may not be able to purchase
sufficient supplies or components to meet increasing product demand, which could materially affect our results.
In the past we have seen a shortage of parts for some of our products. In addition, some of the parts that require
custom design are not readily available from alternate suppliers due to their unique design or the length of time
necessary for design work. Should a supplier cease manufacturing such a component, we would be forced to
reengineer our product. In addition to discontinuing parts, suppliers may also extend lead times, limit supplies or
increase prices due to capacity constraints or other factors. In order to secure components for the production of
products, we may continue to enter into non-cancelable purchase commitments with vendors, or at times make
advance payments to suppliers, which could impact our ability to adjust our inventory to declining market
demands. Prior commitments of this type have resulted in an excess of parts when demand for our
communications and electronics products has decreased. If demand for our products is less than we expect, we
may experience additional excess and obsolete inventories and be forced to incur additional charges.
Economic, political and other risks associated with international sales and operations could adversely
affect our results of operations.
Because we sell our products worldwide, our business is subject to risks associated with doing business
internationally. We anticipate that revenue from international operations will continue to represent a majority of
our total revenue. In addition, many of our employees, contract manufacturers, suppliers, job functions and
manufacturing facilities are located outside the U.S. Accordingly, our future results could be harmed by a variety
of factors, including:
interruption to transportation flows for delivery of parts to us and finished goods to our
customers;
changes in foreign currency exchange rates;
•
•
•
changes in a specific country's or region's political, economic or other conditions;
•
•
•
•
•
•
•
trade protection measures and import or export licensing requirements;
negative consequences from changes in tax laws including changes to U.S. tax legislation that
could materially increase our effective tax rate;
difficulty in staffing and managing widespread operations;
differing labor regulations;
differing protection of intellectual property;
unexpected changes in regulatory requirements; and
geopolitical turmoil, including terrorism and war.
We centralized most of our accounting processes to two locations: India and Malaysia. These processes
include general accounting, cost accounting, accounts payable and accounts receivables functions. If conditions
change in those countries, it may adversely affect operations, including impairing our ability to pay our suppliers
and collect our receivables. Our results of operations, as well as our liquidity, may be adversely affected and
possible delays may occur in reporting financial results.
Additionally, we must comply with complex foreign and U.S. laws and regulations, such as the U.S.
Foreign Corrupt Practices Act, the U.K. Bribery Act, and other local laws prohibiting corrupt payments to
governmental officials, and anti-competition regulations. Violations of these laws and regulations could result in
fines and penalties, criminal sanctions, restrictions on our business conduct and on our ability to offer our
products in one or more countries, and could also materially affect our brand, our ability to attract and retain
employees, our international operations, our business and our operating results. Although we have implemented
policies and procedures designed to ensure compliance with these laws and regulations, there can be no
assurance that our employees, contractors, or agents will not violate our policies. See Item 3. "Legal
Proceedings". If government action results from our China investigation, we could face possible fines and
penalties, criminal or civil sanctions, or other consequences, and our business could suffer.
In addition, although the majority of our products are priced and paid for in U.S. dollars, a significant
amount of certain types of expenses, such as payroll, utilities, tax, and marketing expenses, are paid in local
currencies. Our hedging programs reduce, but do not always entirely eliminate, within any given twelve month
period, the impact of currency exchange rate movements, and therefore fluctuations in exchange rates, including
those caused by currency controls, could impact our business operating results and financial condition by
resulting in lower revenue or increased expenses. However, for expenses beyond that twelve month period, our
hedging strategy does not mitigate our exposure. In addition, our currency hedging programs involve third party
financial institutions as counterparties. The weakening or failure of financial institution counterparties may
adversely affect our hedging programs and our financial condition through, among other things, a reduction in
available counterparties, increasingly unfavorable terms, and the failure of the counterparties to perform under
hedging contracts.
Significant key customers or large orders may expose us to additional business and legal risks that could
have a material adverse impact on our operating results and financial condition.
Certain significant key customers have substantial purchasing power and leverage in negotiating contractual
arrangements with us. These customers may demand contract terms that differ considerably from our standard
terms and conditions. Large orders may also include severe contractual liabilities for us if we fail to provide the
quantity and quality of product at the required delivery times. While we attempt to contractually limit our
potential liability under such contracts, we expect to be forced to agree to some or all of these types of provisions
to secure these orders and to continue to grow our business. Such actions expose us to significant additional
risks which could result in a material adverse impact on our operating results and financial condition.
Our business will suffer if we are not able to retain and hire key personnel.
Our future success depends partly on the continued service of our key research, engineering, sales,
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marketing, manufacturing, executive and administrative personnel. If we fail to retain and hire a sufficient
number of these personnel, we will not be able to maintain or expand our business. The markets in which we
operate are very dynamic, and our businesses continue to respond with reorganizations, workforce reductions and
site closures. We believe our pay levels are very competitive within the regions that we operate. However, there
is also intense competition for certain highly technical specialties in geographic areas where we continue to
recruit, and it may become more difficult to retain our key employees, especially in light of our ongoing
restructuring efforts.
Our acquisitions, strategic alliances, joint ventures and divestitures may result in financial results that
are different than expected.
In the normal course of business, we frequently engage in discussions with third parties relating to
possible acquisitions, strategic alliances, joint ventures and divestitures, and generally expect to complete several
transactions per year. For example in the past we completed various acquisitions, including Dako A/S, Halo
Genomics AB and the test systems division of AT4 wireless. As a result of such transactions, our financial
results may differ from our own or the investment community's expectations in a given fiscal quarter, or over the
long term. Such transactions often have post-closing arrangements including but not limited to post-closing
adjustments, transition services, escrows or indemnifications, the financial results of which can be difficult to
predict. In addition, acquisitions and strategic alliances may require us to integrate a different company culture,
management team and business infrastructure. We may have difficulty developing, manufacturing and marketing
the products of a newly acquired company in a way that enhances the performance of our combined businesses
or product lines to realize the value from expected synergies. Depending on the size and complexity of an
acquisition, our successful integration of the entity depends on a variety of factors, including:
•
•
•
•
•
the retention of key employees;
the management of facilities and employees in different geographic areas;
the retention of key customers;
the compatibility of our sales programs and facilities with those of the acquired company; and
risks, including, but not limited to:
the compatibility of our existing infrastructure with that of an acquired company.
In addition, effective internal controls are necessary for us to provide reliable and accurate financial
reports and to effectively prevent fraud. The integration of acquired businesses is likely to result in our systems
and controls becoming increasingly complex and more difficult to manage. We devote significant resources and
time to comply with the internal control over financial reporting requirements of the Sarbanes-Oxley Act of
2002. However, we cannot be certain that these measures will ensure that we design, implement and maintain
adequate control over our financial processes and reporting in the future, especially in the context of acquisitions
of other businesses. Any difficulties in the assimilation of acquired businesses into our control system could
harm our operating results or cause us to fail to meet our financial reporting obligations. Inferior internal controls
could also cause investors to lose confidence in our reported financial information, which could have a negative
effect on the trading price of our stock and our access to capital.
A successful divestiture depends on various factors, including our ability to:
•
•
•
effectively transfer liabilities, contracts, facilities and employees to the purchaser;
identify and separate the intellectual property to be divested from the intellectual property that we
wish to keep; and
reduce fixed costs previously associated with the divested assets or business.
transaction.
business.
In addition, if customers of the divested business do not receive the same level of service from the new
owners, this may adversely affect our other businesses to the extent that these customers also purchase other
Agilent products. All of these efforts require varying levels of management resources, which may divert our
attention from other business operations. Further, if market conditions or other factors lead us to change our
84
strategic direction, we may not realize the expected value from such transactions. If we do not realize the
expected benefits or synergies of such transactions, our consolidated financial position, results of operations,
cash flows and stock price could be negatively impacted.
If we do not achieve the contemplated benefits of our acquisition and integration of Dako A/S, our
business and financial condition may be materially impaired.
We may not achieve the desired benefits from our acquisition and integration of Dako. In addition, the
operation of Dako within Agilent could be a costly and time-consuming process that involves a number of risks,
including, but not limited to:
•
difficulties in the assimilation of different corporate cultures, practices and sales and distribution
methodologies, as well as in the assimilation and retention of geographically dispersed,
decentralized operations and personnel;
increased exposure to certain governmental regulations and compliance requirements;
the potential loss of key personnel who choose not to remain with Dako or Agilent;
the potential loss of key customers or suppliers who choose not to do business with the combined
business; and
the use of cash resources and increased capital expenditures on additional investment or research
and development activities in excess of our current expectations, which could offset any
synergies resulting from the Dako acquisition and limit other potential uses of our cash, including
stock repurchases and retirement of outstanding debt.
Even if we are able to successfully operate Dako within Agilent, we may not be able to realize the revenue
and other synergies and growth that we anticipate from the acquisition in the time frame that we currently expect,
and the costs of achieving these benefits may be higher than what we currently expect, because of a number of
the possibility that the acquisition may not further our business strategy as we expected;
the possibility that we may not be able to expand the reach and customer base for Dako current
and future products as expected;
the possibility that we may not be able to expand the reach and customer base for Agilent
the possibility that the carrying amounts of goodwill and other purchased intangible assets may
products as expected;
not be recoverable; and
the fact that the acquisition will substantially expand our diagnostics business, and we may not
experience anticipated growth in that market.
As a result of these risks, the Dako acquisition and integration may not contribute to our earnings as
expected, we may not achieve expected revenue synergies or our return on invested capital targets when
expected, or at all, and we may not achieve the other anticipated strategic and financial benefits of this
The impact of consolidation and acquisitions of competitors is difficult to predict and may harm our
The electronic measurement and life sciences industries are intensely competitive and have been subject to
increasing consolidation. For instance, Danaher Corporation completed its acquisition of IRIS International in
November 2012; Thermo Fisher Scientific announced its acquisition of Life Technologies in April 2013 and
completed its acquisitions of Doe & Ingalls in May 2012 and One Lambda in September 2012; and PerkinElmer
completed its acquisition of Haoyuan Biotech in November 2012. Consolidation in our industries could result in
•
•
•
•
•
•
•
•
•
marketing, manufacturing, executive and administrative personnel. If we fail to retain and hire a sufficient
number of these personnel, we will not be able to maintain or expand our business. The markets in which we
operate are very dynamic, and our businesses continue to respond with reorganizations, workforce reductions and
site closures. We believe our pay levels are very competitive within the regions that we operate. However, there
is also intense competition for certain highly technical specialties in geographic areas where we continue to
recruit, and it may become more difficult to retain our key employees, especially in light of our ongoing
restructuring efforts.
are different than expected.
Our acquisitions, strategic alliances, joint ventures and divestitures may result in financial results that
In the normal course of business, we frequently engage in discussions with third parties relating to
possible acquisitions, strategic alliances, joint ventures and divestitures, and generally expect to complete several
transactions per year. For example in the past we completed various acquisitions, including Dako A/S, Halo
Genomics AB and the test systems division of AT4 wireless. As a result of such transactions, our financial
results may differ from our own or the investment community's expectations in a given fiscal quarter, or over the
long term. Such transactions often have post-closing arrangements including but not limited to post-closing
adjustments, transition services, escrows or indemnifications, the financial results of which can be difficult to
predict. In addition, acquisitions and strategic alliances may require us to integrate a different company culture,
management team and business infrastructure. We may have difficulty developing, manufacturing and marketing
the products of a newly acquired company in a way that enhances the performance of our combined businesses
or product lines to realize the value from expected synergies. Depending on the size and complexity of an
acquisition, our successful integration of the entity depends on a variety of factors, including:
the retention of key employees;
the retention of key customers;
the management of facilities and employees in different geographic areas;
the compatibility of our sales programs and facilities with those of the acquired company; and
the compatibility of our existing infrastructure with that of an acquired company.
In addition, effective internal controls are necessary for us to provide reliable and accurate financial
reports and to effectively prevent fraud. The integration of acquired businesses is likely to result in our systems
and controls becoming increasingly complex and more difficult to manage. We devote significant resources and
time to comply with the internal control over financial reporting requirements of the Sarbanes-Oxley Act of
2002. However, we cannot be certain that these measures will ensure that we design, implement and maintain
adequate control over our financial processes and reporting in the future, especially in the context of acquisitions
of other businesses. Any difficulties in the assimilation of acquired businesses into our control system could
harm our operating results or cause us to fail to meet our financial reporting obligations. Inferior internal controls
could also cause investors to lose confidence in our reported financial information, which could have a negative
effect on the trading price of our stock and our access to capital.
A successful divestiture depends on various factors, including our ability to:
effectively transfer liabilities, contracts, facilities and employees to the purchaser;
identify and separate the intellectual property to be divested from the intellectual property that we
wish to keep; and
reduce fixed costs previously associated with the divested assets or business.
In addition, if customers of the divested business do not receive the same level of service from the new
owners, this may adversely affect our other businesses to the extent that these customers also purchase other
Agilent products. All of these efforts require varying levels of management resources, which may divert our
attention from other business operations. Further, if market conditions or other factors lead us to change our
•
•
•
•
•
•
•
•
strategic direction, we may not realize the expected value from such transactions. If we do not realize the
expected benefits or synergies of such transactions, our consolidated financial position, results of operations,
cash flows and stock price could be negatively impacted.
If we do not achieve the contemplated benefits of our acquisition and integration of Dako A/S, our
business and financial condition may be materially impaired.
We may not achieve the desired benefits from our acquisition and integration of Dako. In addition, the
operation of Dako within Agilent could be a costly and time-consuming process that involves a number of risks,
including, but not limited to:
•
•
•
•
•
difficulties in the assimilation of different corporate cultures, practices and sales and distribution
methodologies, as well as in the assimilation and retention of geographically dispersed,
decentralized operations and personnel;
increased exposure to certain governmental regulations and compliance requirements;
the potential loss of key personnel who choose not to remain with Dako or Agilent;
the potential loss of key customers or suppliers who choose not to do business with the combined
business; and
the use of cash resources and increased capital expenditures on additional investment or research
and development activities in excess of our current expectations, which could offset any
synergies resulting from the Dako acquisition and limit other potential uses of our cash, including
stock repurchases and retirement of outstanding debt.
Even if we are able to successfully operate Dako within Agilent, we may not be able to realize the revenue
and other synergies and growth that we anticipate from the acquisition in the time frame that we currently expect,
and the costs of achieving these benefits may be higher than what we currently expect, because of a number of
risks, including, but not limited to:
•
•
•
•
•
the possibility that the acquisition may not further our business strategy as we expected;
the possibility that we may not be able to expand the reach and customer base for Dako current
and future products as expected;
the possibility that we may not be able to expand the reach and customer base for Agilent
products as expected;
the possibility that the carrying amounts of goodwill and other purchased intangible assets may
not be recoverable; and
the fact that the acquisition will substantially expand our diagnostics business, and we may not
experience anticipated growth in that market.
As a result of these risks, the Dako acquisition and integration may not contribute to our earnings as
expected, we may not achieve expected revenue synergies or our return on invested capital targets when
expected, or at all, and we may not achieve the other anticipated strategic and financial benefits of this
transaction.
The impact of consolidation and acquisitions of competitors is difficult to predict and may harm our
business.
The electronic measurement and life sciences industries are intensely competitive and have been subject to
increasing consolidation. For instance, Danaher Corporation completed its acquisition of IRIS International in
November 2012; Thermo Fisher Scientific announced its acquisition of Life Technologies in April 2013 and
completed its acquisitions of Doe & Ingalls in May 2012 and One Lambda in September 2012; and PerkinElmer
completed its acquisition of Haoyuan Biotech in November 2012. Consolidation in our industries could result in
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existing competitors increasing their market share through business combinations and result in stronger
competitors, which could have a material adverse effect on our business, financial condition and results of
operations. We may not be able to compete successfully in increasingly consolidated industries and cannot
predict with certainty how industry consolidation will affect our competitors or us.
Our customers and we are subject to various governmental regulations, compliance with or changes in
such regulations may cause us to incur significant expenses, and if we fail to maintain satisfactory
compliance with certain regulations, we may be forced to recall products and cease their manufacture and
distribution, and we could be subject to civil or criminal penalties.
Our customers and we are subject to various significant international, federal, state and local regulations,
including but not limited to health and safety, packaging, product content, labor and import/export regulations.
These regulations are complex, change frequently and have tended to become more stringent over time. We may
be required to incur significant expenses to comply with these regulations or to remedy violations of these
regulations. Any failure by us to comply with applicable government regulations could also result in cessation of
our operations or portions of our operations, product recalls or impositions of fines and restrictions on our ability
to carry on or expand our operations. In addition, because many of our products are regulated or sold into
regulated industries, we must comply with additional regulations in marketing our products. We develop,
configure and market our products to meet customer needs created by these regulations. Any significant change
in these regulations could reduce demand for our products, force us to modify our products to comply with new
regulations or increase our costs of producing these products. If demand for our products is adversely affected or
our costs increase, our business would suffer.
Our products and operations are also often subject to the rules of industrial standards bodies, like the
International Standards Organization, as well as regulation by other agencies such as the U.S. Federal
Communications Commission. We also must comply with work safety rules. If we fail to adequately address any
of these regulations, our businesses could be harmed.
Some of our chemical analysis and life sciences and diagnostics products are exposed to particular
complex regulations such as regulations of toxic substances and medical devices, and failure to comply with
such regulations could harm our business.
Some of our chemical analysis products and related consumables marketed by our chemical analysis and
life sciences and diagnostics businesses are used in conjunction with chemicals whose manufacture, processing,
distribution and notification requirements are regulated by the U.S. Environmental Protection Agency (“EPA”)
under the Toxic Substances Control Act, and by regulatory bodies in other countries with similar laws. The
Toxic Substances Control Act regulations govern, among other things, the testing, manufacture, processing and
distribution of chemicals, the testing of regulated chemicals for their effects on human health and safety and
import and export of chemicals. The Toxic Substances Control Act prohibits persons from manufacturing any
chemical in the U.S. that has not been reviewed by EPA for its effect on health and safety, and placed on an EPA
inventory of chemical substances. We must conform the manufacturing, processing, distribution of and
notification about these chemicals to these laws and adapt to regulatory requirements in all applicable countries
as these requirements change. If we fail to comply with the notification, record-keeping and other requirements
in the manufacture or distribution of our products, then we could be made to pay civil penalties, face criminal
prosecution and, in some cases, be prohibited from distributing or marketing our products until the products or
component substances are brought into compliance.
A number of our products from our chemical analysis and life sciences and diagnostics businesses are
subject to regulation by the United States Food and Drug Administration ("FDA") and certain similar foreign
regulatory agencies. In addition, a number of our products may be in the future subject to regulation by the FDA
and certain similar foreign regulatory agencies. These regulations govern a wide variety of product related
activities, from quality management, design and development to labeling, manufacturing, promotion, sales and
distribution. If we or any of our suppliers or distributors fail to comply with FDA and other applicable regulatory
requirements or are perceived to potentially have failed to comply, we may face, among other things, adverse
publicity affecting both us and our customers; investigations or notices of non-compliance, fines, injunctions,
and civil penalties; import or export restrictions; partial suspensions or total shutdown of production facilities or
86
the imposition of operating restrictions; increased difficulty in obtaining required FDA clearances or approvals;
seizures or recalls of our products or those of our customers; or the inability to sell our products.
Our business may suffer if we fail to comply with government contracting laws and regulations.
We derive a portion of our revenues from direct and indirect sales to U.S., state, local, and foreign
governments and their respective agencies. Such contracts are subject to various procurement laws and
regulations, and contract provisions relating to their formation, administration and performance. Failure to
comply with these laws, regulations or provisions in our government contracts could result in the imposition of
various civil and criminal penalties, termination of contracts, forfeiture of profits, suspension of payments, or
suspension from future government contracting. On March 4, 2013, we made a report to the Inspector General of
the Department of Defense regarding pricing irregularities relating to certain sales of electronic measurement
products to U.S. government agencies. See Item 3. "Legal Proceedings". If our government contracts are
terminated, if we are suspended from government work, or if our ability to compete for new contracts is
adversely affected, our business could suffer.
Dependence on contract manufacturing and outsourcing other portions of our supply chain may
adversely affect our ability to bring products to market and damage our reputation. Dependence on
outsourced information technology and other administrative functions may impair our ability to operate
effectively.
As part of our efforts to streamline operations and to cut costs, we outsource aspects of our manufacturing
processes and other functions and continue to evaluate additional outsourcing. If our contract manufacturers or
other outsourcers fail to perform their obligations in a timely manner or at satisfactory quality levels, our ability
to bring products to market and our reputation could suffer. For example, during a market upturn, our contract
manufacturers may be unable to meet our demand requirements, which may preclude us from fulfilling our
customers' orders on a timely basis. The ability of these manufacturers to perform is largely outside of our
control. Additionally, changing or replacing our contract manufacturers or other outsourcers could cause
disruptions or delays. In addition, we outsource significant portions of our information technology ("IT") and
other administrative functions. Since IT is critical to our operations, any failure to perform on the part of our IT
providers could impair our ability to operate effectively. In addition to the risks outlined above, problems with
manufacturing or IT outsourcing could result in lower revenues, unexecuted efficiencies, and impact our results
of operations and our stock price. Much of our outsourcing takes place in developing countries and, as a result,
may be subject to geopolitical uncertainty.
If we are unable to successfully manage the consolidation and streamlining of our manufacturing
operations, we may not achieve desired efficiencies and our ability to deliver products to our customers could
be disrupted.
Although we utilize manufacturing facilities throughout the world, we have been consolidating, and may
continue to consolidate, our manufacturing operations to certain of our plants to achieve efficiencies and gross
margin improvements. Additionally, we typically consolidate the production of products from our acquisitions
into our supply chain and manufacturing processes, which are technically complex and require expertise to
operate. If we are unable to establish processes to efficiently and effectively produce high quality products in the
consolidated locations, we may not achieve the anticipated synergies and production may be disrupted, which
could adversely affect our business and operating results.
Our operating results may suffer if our manufacturing capacity does not match the demand for our
products.
Because we cannot immediately adapt our production capacity and related cost structures to rapidly
changing market conditions, when demand does not meet our expectations, our manufacturing capacity will
likely exceed our production requirements. If, during a general market upturn or an upturn in one of our
segments, we cannot increase our manufacturing capacity to meet product demand, we will not be able to fulfill
orders in a timely manner which could lead to order cancellations, contract breaches or indemnification
existing competitors increasing their market share through business combinations and result in stronger
competitors, which could have a material adverse effect on our business, financial condition and results of
operations. We may not be able to compete successfully in increasingly consolidated industries and cannot
predict with certainty how industry consolidation will affect our competitors or us.
Our customers and we are subject to various governmental regulations, compliance with or changes in
such regulations may cause us to incur significant expenses, and if we fail to maintain satisfactory
compliance with certain regulations, we may be forced to recall products and cease their manufacture and
distribution, and we could be subject to civil or criminal penalties.
Our customers and we are subject to various significant international, federal, state and local regulations,
including but not limited to health and safety, packaging, product content, labor and import/export regulations.
These regulations are complex, change frequently and have tended to become more stringent over time. We may
be required to incur significant expenses to comply with these regulations or to remedy violations of these
regulations. Any failure by us to comply with applicable government regulations could also result in cessation of
our operations or portions of our operations, product recalls or impositions of fines and restrictions on our ability
to carry on or expand our operations. In addition, because many of our products are regulated or sold into
regulated industries, we must comply with additional regulations in marketing our products. We develop,
configure and market our products to meet customer needs created by these regulations. Any significant change
in these regulations could reduce demand for our products, force us to modify our products to comply with new
regulations or increase our costs of producing these products. If demand for our products is adversely affected or
our costs increase, our business would suffer.
Our products and operations are also often subject to the rules of industrial standards bodies, like the
International Standards Organization, as well as regulation by other agencies such as the U.S. Federal
Communications Commission. We also must comply with work safety rules. If we fail to adequately address any
of these regulations, our businesses could be harmed.
Some of our chemical analysis and life sciences and diagnostics products are exposed to particular
complex regulations such as regulations of toxic substances and medical devices, and failure to comply with
such regulations could harm our business.
Some of our chemical analysis products and related consumables marketed by our chemical analysis and
life sciences and diagnostics businesses are used in conjunction with chemicals whose manufacture, processing,
distribution and notification requirements are regulated by the U.S. Environmental Protection Agency (“EPA”)
under the Toxic Substances Control Act, and by regulatory bodies in other countries with similar laws. The
Toxic Substances Control Act regulations govern, among other things, the testing, manufacture, processing and
distribution of chemicals, the testing of regulated chemicals for their effects on human health and safety and
import and export of chemicals. The Toxic Substances Control Act prohibits persons from manufacturing any
chemical in the U.S. that has not been reviewed by EPA for its effect on health and safety, and placed on an EPA
inventory of chemical substances. We must conform the manufacturing, processing, distribution of and
notification about these chemicals to these laws and adapt to regulatory requirements in all applicable countries
as these requirements change. If we fail to comply with the notification, record-keeping and other requirements
in the manufacture or distribution of our products, then we could be made to pay civil penalties, face criminal
prosecution and, in some cases, be prohibited from distributing or marketing our products until the products or
component substances are brought into compliance.
A number of our products from our chemical analysis and life sciences and diagnostics businesses are
subject to regulation by the United States Food and Drug Administration ("FDA") and certain similar foreign
regulatory agencies. In addition, a number of our products may be in the future subject to regulation by the FDA
and certain similar foreign regulatory agencies. These regulations govern a wide variety of product related
activities, from quality management, design and development to labeling, manufacturing, promotion, sales and
distribution. If we or any of our suppliers or distributors fail to comply with FDA and other applicable regulatory
requirements or are perceived to potentially have failed to comply, we may face, among other things, adverse
publicity affecting both us and our customers; investigations or notices of non-compliance, fines, injunctions,
and civil penalties; import or export restrictions; partial suspensions or total shutdown of production facilities or
the imposition of operating restrictions; increased difficulty in obtaining required FDA clearances or approvals;
seizures or recalls of our products or those of our customers; or the inability to sell our products.
Our business may suffer if we fail to comply with government contracting laws and regulations.
We derive a portion of our revenues from direct and indirect sales to U.S., state, local, and foreign
governments and their respective agencies. Such contracts are subject to various procurement laws and
regulations, and contract provisions relating to their formation, administration and performance. Failure to
comply with these laws, regulations or provisions in our government contracts could result in the imposition of
various civil and criminal penalties, termination of contracts, forfeiture of profits, suspension of payments, or
suspension from future government contracting. On March 4, 2013, we made a report to the Inspector General of
the Department of Defense regarding pricing irregularities relating to certain sales of electronic measurement
products to U.S. government agencies. See Item 3. "Legal Proceedings". If our government contracts are
terminated, if we are suspended from government work, or if our ability to compete for new contracts is
adversely affected, our business could suffer.
Dependence on contract manufacturing and outsourcing other portions of our supply chain may
adversely affect our ability to bring products to market and damage our reputation. Dependence on
outsourced information technology and other administrative functions may impair our ability to operate
effectively.
As part of our efforts to streamline operations and to cut costs, we outsource aspects of our manufacturing
processes and other functions and continue to evaluate additional outsourcing. If our contract manufacturers or
other outsourcers fail to perform their obligations in a timely manner or at satisfactory quality levels, our ability
to bring products to market and our reputation could suffer. For example, during a market upturn, our contract
manufacturers may be unable to meet our demand requirements, which may preclude us from fulfilling our
customers' orders on a timely basis. The ability of these manufacturers to perform is largely outside of our
control. Additionally, changing or replacing our contract manufacturers or other outsourcers could cause
disruptions or delays. In addition, we outsource significant portions of our information technology ("IT") and
other administrative functions. Since IT is critical to our operations, any failure to perform on the part of our IT
providers could impair our ability to operate effectively. In addition to the risks outlined above, problems with
manufacturing or IT outsourcing could result in lower revenues, unexecuted efficiencies, and impact our results
of operations and our stock price. Much of our outsourcing takes place in developing countries and, as a result,
may be subject to geopolitical uncertainty.
If we are unable to successfully manage the consolidation and streamlining of our manufacturing
operations, we may not achieve desired efficiencies and our ability to deliver products to our customers could
be disrupted.
Although we utilize manufacturing facilities throughout the world, we have been consolidating, and may
continue to consolidate, our manufacturing operations to certain of our plants to achieve efficiencies and gross
margin improvements. Additionally, we typically consolidate the production of products from our acquisitions
into our supply chain and manufacturing processes, which are technically complex and require expertise to
operate. If we are unable to establish processes to efficiently and effectively produce high quality products in the
consolidated locations, we may not achieve the anticipated synergies and production may be disrupted, which
could adversely affect our business and operating results.
Our operating results may suffer if our manufacturing capacity does not match the demand for our
products.
Because we cannot immediately adapt our production capacity and related cost structures to rapidly
changing market conditions, when demand does not meet our expectations, our manufacturing capacity will
likely exceed our production requirements. If, during a general market upturn or an upturn in one of our
segments, we cannot increase our manufacturing capacity to meet product demand, we will not be able to fulfill
orders in a timely manner which could lead to order cancellations, contract breaches or indemnification
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obligations. This inability could materially and adversely limit our ability to improve our results. By contrast, if
during an economic downturn we had excess manufacturing capacity, then our fixed costs associated with excess
manufacturing capacity would adversely affect our income, margins, and operating results.
Demand for some of our products and services depends on capital spending policies of our customers and
on government funding policies.
Our customers include pharmaceutical companies, laboratories, universities, healthcare providers,
government agencies and public and private research institutions. Fluctuations in the research and development
budgets at these organizations could have a significant effect on the demand for our products and services. Many
factors, including public policy spending priorities, available resources, mergers and consolidation, spending
priorities, institutional and governmental budgetary policies and product and economic cycles, have a significant
effect on the capital spending policies of these entities. These policies in turn can have a significant effect on the
demand for our products and services. If demand for our products and services is adversely affected, our revenue
and operating results would suffer.
Environmental contamination from past operations could subject us to unreimbursed costs and could
harm on-site operations and the future use and value of the properties involved and environmental
contamination caused by ongoing operations could subject us to substantial liabilities in the future.
Some of our properties are undergoing remediation by the Hewlett-Packard Company ("HP") for
subsurface contaminations that were known at the time of our separation from HP. HP has agreed to retain the
liability for this subsurface contamination, perform the required remediation and indemnify us with respect to
claims arising out of that contamination. HP will have access to our properties to perform remediation. While HP
has agreed to minimize interference with on-site operations at those properties, remediation activities and
subsurface contamination may require us to incur unreimbursed costs and could harm on-site operations and the
future use and value of the properties. We cannot be sure that HP will continue to fulfill its indemnification or
remediation obligations. In addition, the determination of the existence and cost of any additional contamination
caused by us could involve costly and time-consuming negotiations and litigation.
We have agreed to indemnify HP for any liability associated with contamination from past operations at
all other properties transferred from HP to us, other than those properties currently undergoing remediation by
HP. While we are not aware of any material liabilities associated with any potential subsurface contamination at
any of those properties, subsurface contamination may exist, and we may be exposed to material liability as a
result of the existence of that contamination.
Our current and historical manufacturing processes involve, or have involved, the use of substances
regulated under various international, federal, state and local laws governing the environment. As a result, we
may become subject to liabilities for environmental contamination, and these liabilities may be substantial. While
we have divested substantially all of our semiconductor related businesses to Avago and Verigy and regardless of
indemnification arrangements with those parties, we may still become subject to liabilities for historical
environmental contamination related to those businesses. Although our policy is to apply strict standards for
environmental protection at our sites inside and outside the U.S., even if the sites outside the U.S. are not subject
to regulations imposed by foreign governments, we may not be aware of all conditions that could subject us to
liability.
As part of our acquisition of Varian, we assumed the liabilities of Varian, including Varian's costs and
potential liabilities for environmental matters. One such cost is our obligation, along with the obligation of
Varian Semiconductor Equipment Associates, Inc. ("VSEA") (under the terms of a Distribution Agreement
between Varian, VSEA and Varian Medical Systems, Inc. ("VMS")) to each indemnify VMS for one-third of
certain costs (after adjusting for any insurance proceeds and tax benefits recognized or realized by VMS for such
costs) relating to (a) environmental investigation, monitoring and/or remediation activities at certain facilities
previously operated by Varian Associates, Inc. ("VAI") and third-party claims made in connection with
environmental conditions at those facilities, and (b) U.S. Environmental Protection Agency or third-party claims
alleging that VAI or VMS is a potentially responsible party under the Comprehensive Environmental Response
Compensation and Liability Act of 1980, as amended ("CERCLA") in connection with certain sites to which
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VAI allegedly shipped manufacturing waste for recycling, treatment or disposal (the "CERCLA sites"). With
respect to the facilities formerly operated by VAI, VMS is overseeing the environmental investigation,
monitoring and/or remediation activities, in most cases under the direction of, or in consultation with, federal,
state and/or local agencies, and handling third-party claims. VMS is also handling claims relating to the
CERCLA sites. Although any ultimate liability arising from environmental- related matters could result in
significant expenditures that, if aggregated and assumed to occur within a single fiscal year, could be material to
our financial statements, the likelihood of such occurrence is considered remote. Based on information currently
available and our best assessment of the ultimate amount and timing of environmental-related events,
management believes that the costs of environmental-related matters are unlikely to have a material adverse
effect on our financial condition or results of operations.
New regulations related to “conflict minerals” may cause us to incur additional expenses and could limit
the supply and increase the cost of certain metals used in manufacturing our products.
On August 22, 2012, the SEC adopted a new rule requiring disclosures by public companies of specified
minerals, known as conflict minerals, that are necessary to the functionality or production of products
manufactured or contracted to be manufactured. The new rule, which went into effect for calendar year 2013 and
requires a disclosure report to be filed with the SEC by May 31, 2014, will require companies to perform due
diligence, disclose and report whether or not such minerals originate from the Democratic Republic of Congo or
an adjoining country. The new rule could affect sourcing at competitive prices and availability in sufficient
quantities of certain minerals used in the manufacture of our products, including tin, gold and tungsten. The
number of suppliers who provide conflict-free minerals may be limited. In addition, there may be material costs
associated with complying with the disclosure requirements, such as costs related to the due diligence process of
determining the source of certain minerals used in our products, as well as costs of possible changes to products,
processes, or sources of supply as a consequence of such verification activities. As our supply chain is complex
and we use contract manufacturers for some of our products, we may not be able to sufficiently verify the origins
of the relevant minerals used in our products through the due diligence procedures that we implement, which
may harm our reputation. We may also encounter challenges to satisfy those customers who require that all of
the components of our products be certified as conflict-free, which could place us at a competitive disadvantage
if we are unable to do so.
Our retirement and post retirement pension plans are subject to financial market risks that could
adversely affect our future results of operations and cash flows.
We have significant retirement and post retirement pension plans assets and obligations. The performance
of the financial markets and interest rates impact our plan expenses and funding obligations. Significant
decreases in market interest rates, decreases in the fair value of plan assets and investment losses on plan assets
will increase our funding obligations, and adversely impact our results of operations and cash flows.
Third parties may claim that we are infringing their intellectual property and we could suffer significant
litigation or licensing expenses or be prevented from selling products or services.
From time to time, third parties may claim that one or more of our products or services infringe their
intellectual property rights. We analyze and take action in response to such claims on a case by case basis. Any
dispute or litigation regarding patents or other intellectual property could be costly and time-consuming due to
the complexity of our technology and the uncertainty of intellectual property litigation and could divert our
management and key personnel from our business operations. A claim of intellectual property infringement
could force us to enter into a costly or restrictive license agreement, which might not be available under
acceptable terms or at all, could require us to redesign our products, which would be costly and time-consuming,
and/or could subject us to significant damages or to an injunction against development and sale of certain of our
products or services. Our intellectual property portfolio may not be useful in asserting a counterclaim, or
negotiating a license, in response to a claim of intellectual property infringement. In certain of our businesses we
rely on third party intellectual property licenses and we cannot ensure that these licenses will be available to us in
the future on favorable terms or at all.
obligations. This inability could materially and adversely limit our ability to improve our results. By contrast, if
during an economic downturn we had excess manufacturing capacity, then our fixed costs associated with excess
manufacturing capacity would adversely affect our income, margins, and operating results.
Demand for some of our products and services depends on capital spending policies of our customers and
on government funding policies.
Our customers include pharmaceutical companies, laboratories, universities, healthcare providers,
government agencies and public and private research institutions. Fluctuations in the research and development
budgets at these organizations could have a significant effect on the demand for our products and services. Many
factors, including public policy spending priorities, available resources, mergers and consolidation, spending
priorities, institutional and governmental budgetary policies and product and economic cycles, have a significant
effect on the capital spending policies of these entities. These policies in turn can have a significant effect on the
demand for our products and services. If demand for our products and services is adversely affected, our revenue
and operating results would suffer.
Environmental contamination from past operations could subject us to unreimbursed costs and could
harm on-site operations and the future use and value of the properties involved and environmental
contamination caused by ongoing operations could subject us to substantial liabilities in the future.
Some of our properties are undergoing remediation by the Hewlett-Packard Company ("HP") for
subsurface contaminations that were known at the time of our separation from HP. HP has agreed to retain the
liability for this subsurface contamination, perform the required remediation and indemnify us with respect to
claims arising out of that contamination. HP will have access to our properties to perform remediation. While HP
has agreed to minimize interference with on-site operations at those properties, remediation activities and
subsurface contamination may require us to incur unreimbursed costs and could harm on-site operations and the
future use and value of the properties. We cannot be sure that HP will continue to fulfill its indemnification or
remediation obligations. In addition, the determination of the existence and cost of any additional contamination
caused by us could involve costly and time-consuming negotiations and litigation.
We have agreed to indemnify HP for any liability associated with contamination from past operations at
all other properties transferred from HP to us, other than those properties currently undergoing remediation by
HP. While we are not aware of any material liabilities associated with any potential subsurface contamination at
any of those properties, subsurface contamination may exist, and we may be exposed to material liability as a
result of the existence of that contamination.
Our current and historical manufacturing processes involve, or have involved, the use of substances
regulated under various international, federal, state and local laws governing the environment. As a result, we
may become subject to liabilities for environmental contamination, and these liabilities may be substantial. While
we have divested substantially all of our semiconductor related businesses to Avago and Verigy and regardless of
indemnification arrangements with those parties, we may still become subject to liabilities for historical
environmental contamination related to those businesses. Although our policy is to apply strict standards for
environmental protection at our sites inside and outside the U.S., even if the sites outside the U.S. are not subject
to regulations imposed by foreign governments, we may not be aware of all conditions that could subject us to
liability.
As part of our acquisition of Varian, we assumed the liabilities of Varian, including Varian's costs and
potential liabilities for environmental matters. One such cost is our obligation, along with the obligation of
Varian Semiconductor Equipment Associates, Inc. ("VSEA") (under the terms of a Distribution Agreement
between Varian, VSEA and Varian Medical Systems, Inc. ("VMS")) to each indemnify VMS for one-third of
certain costs (after adjusting for any insurance proceeds and tax benefits recognized or realized by VMS for such
costs) relating to (a) environmental investigation, monitoring and/or remediation activities at certain facilities
previously operated by Varian Associates, Inc. ("VAI") and third-party claims made in connection with
environmental conditions at those facilities, and (b) U.S. Environmental Protection Agency or third-party claims
alleging that VAI or VMS is a potentially responsible party under the Comprehensive Environmental Response
Compensation and Liability Act of 1980, as amended ("CERCLA") in connection with certain sites to which
VAI allegedly shipped manufacturing waste for recycling, treatment or disposal (the "CERCLA sites"). With
respect to the facilities formerly operated by VAI, VMS is overseeing the environmental investigation,
monitoring and/or remediation activities, in most cases under the direction of, or in consultation with, federal,
state and/or local agencies, and handling third-party claims. VMS is also handling claims relating to the
CERCLA sites. Although any ultimate liability arising from environmental- related matters could result in
significant expenditures that, if aggregated and assumed to occur within a single fiscal year, could be material to
our financial statements, the likelihood of such occurrence is considered remote. Based on information currently
available and our best assessment of the ultimate amount and timing of environmental-related events,
management believes that the costs of environmental-related matters are unlikely to have a material adverse
effect on our financial condition or results of operations.
New regulations related to “conflict minerals” may cause us to incur additional expenses and could limit
the supply and increase the cost of certain metals used in manufacturing our products.
On August 22, 2012, the SEC adopted a new rule requiring disclosures by public companies of specified
minerals, known as conflict minerals, that are necessary to the functionality or production of products
manufactured or contracted to be manufactured. The new rule, which went into effect for calendar year 2013 and
requires a disclosure report to be filed with the SEC by May 31, 2014, will require companies to perform due
diligence, disclose and report whether or not such minerals originate from the Democratic Republic of Congo or
an adjoining country. The new rule could affect sourcing at competitive prices and availability in sufficient
quantities of certain minerals used in the manufacture of our products, including tin, gold and tungsten. The
number of suppliers who provide conflict-free minerals may be limited. In addition, there may be material costs
associated with complying with the disclosure requirements, such as costs related to the due diligence process of
determining the source of certain minerals used in our products, as well as costs of possible changes to products,
processes, or sources of supply as a consequence of such verification activities. As our supply chain is complex
and we use contract manufacturers for some of our products, we may not be able to sufficiently verify the origins
of the relevant minerals used in our products through the due diligence procedures that we implement, which
may harm our reputation. We may also encounter challenges to satisfy those customers who require that all of
the components of our products be certified as conflict-free, which could place us at a competitive disadvantage
if we are unable to do so.
Our retirement and post retirement pension plans are subject to financial market risks that could
adversely affect our future results of operations and cash flows.
We have significant retirement and post retirement pension plans assets and obligations. The performance
of the financial markets and interest rates impact our plan expenses and funding obligations. Significant
decreases in market interest rates, decreases in the fair value of plan assets and investment losses on plan assets
will increase our funding obligations, and adversely impact our results of operations and cash flows.
Third parties may claim that we are infringing their intellectual property and we could suffer significant
litigation or licensing expenses or be prevented from selling products or services.
From time to time, third parties may claim that one or more of our products or services infringe their
intellectual property rights. We analyze and take action in response to such claims on a case by case basis. Any
dispute or litigation regarding patents or other intellectual property could be costly and time-consuming due to
the complexity of our technology and the uncertainty of intellectual property litigation and could divert our
management and key personnel from our business operations. A claim of intellectual property infringement
could force us to enter into a costly or restrictive license agreement, which might not be available under
acceptable terms or at all, could require us to redesign our products, which would be costly and time-consuming,
and/or could subject us to significant damages or to an injunction against development and sale of certain of our
products or services. Our intellectual property portfolio may not be useful in asserting a counterclaim, or
negotiating a license, in response to a claim of intellectual property infringement. In certain of our businesses we
rely on third party intellectual property licenses and we cannot ensure that these licenses will be available to us in
the future on favorable terms or at all.
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Third parties may infringe our intellectual property and we may suffer competitive injury or expend
significant resources enforcing our rights.
Our success depends in large part on our proprietary technology, including technology we obtained
through acquisitions. We rely on various intellectual property rights, including patents, copyrights, trademarks
and trade secrets, as well as confidentiality provisions and licensing arrangements, to establish our proprietary
rights. If we do not enforce our intellectual property rights successfully our competitive position may suffer
which could harm our operating results.
Our pending patent applications, and our pending copyright and trademark registration applications, may
not be allowed or competitors may challenge the validity or scope of our patents, copyrights or trademarks. In
addition, our patents, copyrights, trademarks and other intellectual property rights may not provide us a
significant competitive advantage.
We may need to spend significant resources monitoring our intellectual property rights and we may or
may not be able to detect infringement by third parties. Our competitive position may be harmed if we cannot
detect infringement and enforce our intellectual property rights quickly or at all. In some circumstances, we may
choose to not pursue enforcement because an infringer has a dominant intellectual property position or for other
business reasons. In addition, competitors might avoid infringement by designing around our intellectual
property rights or by developing non-infringing competing technologies. Intellectual property rights and our
ability to enforce them may be unavailable or limited in some countries which could make it easier for
competitors to capture market share and could result in lost revenues. Furthermore, some of our intellectual
property is licensed to others which allow them to compete with us using that intellectual property.
We are subject to ongoing tax examinations of our tax returns by the Internal Revenue Service and other
tax authorities. An adverse outcome of any such audit or examination by the IRS or other tax authority could
have a material adverse effect on our results of operations, financial condition and liquidity.
We are subject to ongoing tax examinations of our tax returns by the U.S. Internal Revenue Service and
other tax authorities in various jurisdictions. We regularly assess the likelihood of adverse outcomes resulting
from ongoing tax examinations to determine the adequacy of our provision for income taxes. These assessments
can require considerable estimates and judgments. Intercompany transactions associated with the sale of
inventory, services, intellectual property and cost share arrangements are complex and affect our tax liabilities.
The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws
and regulations in multiple jurisdictions. There can be no assurance that the outcomes from ongoing tax
examinations will not have an adverse effect on our operating results and financial condition. A difference in the
ultimate resolution of tax uncertainties from what is currently estimated could have an adverse effect on our
operating results and financial condition.
If tax incentives change or cease to be in effect, our income taxes could increase significantly.
Agilent benefits from tax incentives extended to its foreign subsidiaries to encourage investment or
employment. Several jurisdictions have granted Agilent tax incentives which require renewal at various times in
the future. The incentives are conditioned on achieving various thresholds of investments and employment, or
specific types of income. Agilent's taxes could increase if the incentives are not renewed upon expiration. If
Agilent cannot or does not wish to satisfy all or parts of the tax incentive conditions, we may lose the related tax
incentive and could be required to refund tax incentives previously realized. As a result, our effective tax rate
could be higher than it would have been had we maintained the benefits of the tax incentives.
We have substantial cash requirements in the United States while most of our cash is generated outside
of the United States. The failure to maintain a level of cash sufficient to address our cash requirements in the
United States could adversely affect our financial condition and results of operations.
Although the cash generated in the United States from our operations covers our normal operating
requirements and debt service requirements, a substantial amount of additional cash is required for special
purposes such as the maturity of our debt obligations, our stock repurchase program, our declared dividends and
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acquisitions of third parties. Our business operating results, financial condition, and strategic initiatives could be
adversely impacted if we were unable to address our U.S. cash requirements through the efficient and timely
repatriations of overseas cash or other sources of cash obtained at an acceptable cost.
We have outstanding debt and may incur other debt in the future, which could adversely affect our
financial condition, liquidity and results of operations.
We currently have outstanding an aggregate principal amount of $2.6 billion in senior unsecured notes and
a $46 million secured mortgage. We also are a party to a five-year senior unsecured revolving credit facility
which expires in October 2016 and under which we may borrow up to $400 million and a Danish Krone
denominated credit facility equivalent to $9 million. We may borrow additional amounts in the future and use the
proceeds from any future borrowing for general corporate purposes, other future acquisitions, expansion of our
business or repurchases of our outstanding shares of common stock.
Our incurrence of this debt, and increases in our aggregate levels of debt, may adversely affect our
operating results and financial condition by, among other things:
•
•
increasing our vulnerability to downturns in our business, to competitive pressures and to adverse
economic and industry conditions;
requiring the dedication of an increased portion of our expected cash from operations to service
our indebtedness, thereby reducing the amount of expected cash flow available for other
purposes, including capital expenditures, acquisitions and stock repurchases; and
•
limiting our flexibility in planning for, or reacting to, changes in our business and our industry.
Our current revolving credit facility imposes restrictions on us, including restrictions on our ability to
create liens on our assets and the ability of our subsidiaries to incur indebtedness, and requires us to maintain
compliance with specified financial ratios. Our ability to comply with these ratios may be affected by events
beyond our control. In addition, the indenture governing our senior notes contains covenants that may adversely
affect our ability to incur certain liens or engage in certain types of sale and leaseback transactions. If we breach
any of the covenants and do not obtain a waiver from the lenders, then, subject to applicable cure periods, our
outstanding indebtedness could be declared immediately due and payable.
If we suffer a loss to our factories, facilities or distribution system due to catastrophe, our operations
could be seriously harmed.
Our factories, facilities and distribution system are subject to catastrophic loss due to fire, flood, terrorism
or other natural or man-made disasters. In particular, several of our facilities could be subject to a catastrophic
loss caused by earthquake due to their locations. Our production facilities, headquarters and Agilent
Technologies Laboratories in California, and our production facilities in Japan, are all located in areas with
above-average seismic activity. If any of these facilities were to experience a catastrophic loss, it could disrupt
our operations, delay production, shipments and revenue and result in large expenses to repair or replace the
facility. If such a disruption were to occur, we could breach agreements, our reputation could be harmed, and our
business and operating results could be adversely affected. In addition, since we have consolidated our
manufacturing facilities, we are more likely to experience an interruption to our operations in the event of a
catastrophe in any one location. Although we carry insurance for property damage and business interruption, we
do not carry insurance or financial reserves for interruptions or potential losses arising from earthquakes or
terrorism. Also, our third party insurance coverage will vary from time to time in both type and amount
depending on availability, cost and our decisions with respect to risk retention. Economic conditions and
uncertainties in global markets may adversely affect the cost and other terms upon which we are able to obtain
third party insurance. If our third party insurance coverage is adversely affected, or to the extent we have elected
to self-insure, we may be at a greater risk that our operations will be harmed by a catastrophic loss.
Third parties may infringe our intellectual property and we may suffer competitive injury or expend
significant resources enforcing our rights.
Our success depends in large part on our proprietary technology, including technology we obtained
through acquisitions. We rely on various intellectual property rights, including patents, copyrights, trademarks
and trade secrets, as well as confidentiality provisions and licensing arrangements, to establish our proprietary
rights. If we do not enforce our intellectual property rights successfully our competitive position may suffer
which could harm our operating results.
Our pending patent applications, and our pending copyright and trademark registration applications, may
not be allowed or competitors may challenge the validity or scope of our patents, copyrights or trademarks. In
addition, our patents, copyrights, trademarks and other intellectual property rights may not provide us a
significant competitive advantage.
We may need to spend significant resources monitoring our intellectual property rights and we may or
may not be able to detect infringement by third parties. Our competitive position may be harmed if we cannot
detect infringement and enforce our intellectual property rights quickly or at all. In some circumstances, we may
choose to not pursue enforcement because an infringer has a dominant intellectual property position or for other
business reasons. In addition, competitors might avoid infringement by designing around our intellectual
property rights or by developing non-infringing competing technologies. Intellectual property rights and our
ability to enforce them may be unavailable or limited in some countries which could make it easier for
competitors to capture market share and could result in lost revenues. Furthermore, some of our intellectual
property is licensed to others which allow them to compete with us using that intellectual property.
We are subject to ongoing tax examinations of our tax returns by the Internal Revenue Service and other
tax authorities. An adverse outcome of any such audit or examination by the IRS or other tax authority could
have a material adverse effect on our results of operations, financial condition and liquidity.
We are subject to ongoing tax examinations of our tax returns by the U.S. Internal Revenue Service and
other tax authorities in various jurisdictions. We regularly assess the likelihood of adverse outcomes resulting
from ongoing tax examinations to determine the adequacy of our provision for income taxes. These assessments
can require considerable estimates and judgments. Intercompany transactions associated with the sale of
inventory, services, intellectual property and cost share arrangements are complex and affect our tax liabilities.
The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws
and regulations in multiple jurisdictions. There can be no assurance that the outcomes from ongoing tax
examinations will not have an adverse effect on our operating results and financial condition. A difference in the
ultimate resolution of tax uncertainties from what is currently estimated could have an adverse effect on our
operating results and financial condition.
If tax incentives change or cease to be in effect, our income taxes could increase significantly.
Agilent benefits from tax incentives extended to its foreign subsidiaries to encourage investment or
employment. Several jurisdictions have granted Agilent tax incentives which require renewal at various times in
the future. The incentives are conditioned on achieving various thresholds of investments and employment, or
specific types of income. Agilent's taxes could increase if the incentives are not renewed upon expiration. If
Agilent cannot or does not wish to satisfy all or parts of the tax incentive conditions, we may lose the related tax
incentive and could be required to refund tax incentives previously realized. As a result, our effective tax rate
could be higher than it would have been had we maintained the benefits of the tax incentives.
We have substantial cash requirements in the United States while most of our cash is generated outside
of the United States. The failure to maintain a level of cash sufficient to address our cash requirements in the
United States could adversely affect our financial condition and results of operations.
Although the cash generated in the United States from our operations covers our normal operating
requirements and debt service requirements, a substantial amount of additional cash is required for special
purposes such as the maturity of our debt obligations, our stock repurchase program, our declared dividends and
acquisitions of third parties. Our business operating results, financial condition, and strategic initiatives could be
adversely impacted if we were unable to address our U.S. cash requirements through the efficient and timely
repatriations of overseas cash or other sources of cash obtained at an acceptable cost.
We have outstanding debt and may incur other debt in the future, which could adversely affect our
financial condition, liquidity and results of operations.
We currently have outstanding an aggregate principal amount of $2.6 billion in senior unsecured notes and
a $46 million secured mortgage. We also are a party to a five-year senior unsecured revolving credit facility
which expires in October 2016 and under which we may borrow up to $400 million and a Danish Krone
denominated credit facility equivalent to $9 million. We may borrow additional amounts in the future and use the
proceeds from any future borrowing for general corporate purposes, other future acquisitions, expansion of our
business or repurchases of our outstanding shares of common stock.
Our incurrence of this debt, and increases in our aggregate levels of debt, may adversely affect our
operating results and financial condition by, among other things:
•
•
increasing our vulnerability to downturns in our business, to competitive pressures and to adverse
economic and industry conditions;
requiring the dedication of an increased portion of our expected cash from operations to service
our indebtedness, thereby reducing the amount of expected cash flow available for other
purposes, including capital expenditures, acquisitions and stock repurchases; and
•
limiting our flexibility in planning for, or reacting to, changes in our business and our industry.
Our current revolving credit facility imposes restrictions on us, including restrictions on our ability to
create liens on our assets and the ability of our subsidiaries to incur indebtedness, and requires us to maintain
compliance with specified financial ratios. Our ability to comply with these ratios may be affected by events
beyond our control. In addition, the indenture governing our senior notes contains covenants that may adversely
affect our ability to incur certain liens or engage in certain types of sale and leaseback transactions. If we breach
any of the covenants and do not obtain a waiver from the lenders, then, subject to applicable cure periods, our
outstanding indebtedness could be declared immediately due and payable.
If we suffer a loss to our factories, facilities or distribution system due to catastrophe, our operations
could be seriously harmed.
Our factories, facilities and distribution system are subject to catastrophic loss due to fire, flood, terrorism
or other natural or man-made disasters. In particular, several of our facilities could be subject to a catastrophic
loss caused by earthquake due to their locations. Our production facilities, headquarters and Agilent
Technologies Laboratories in California, and our production facilities in Japan, are all located in areas with
above-average seismic activity. If any of these facilities were to experience a catastrophic loss, it could disrupt
our operations, delay production, shipments and revenue and result in large expenses to repair or replace the
facility. If such a disruption were to occur, we could breach agreements, our reputation could be harmed, and our
business and operating results could be adversely affected. In addition, since we have consolidated our
manufacturing facilities, we are more likely to experience an interruption to our operations in the event of a
catastrophe in any one location. Although we carry insurance for property damage and business interruption, we
do not carry insurance or financial reserves for interruptions or potential losses arising from earthquakes or
terrorism. Also, our third party insurance coverage will vary from time to time in both type and amount
depending on availability, cost and our decisions with respect to risk retention. Economic conditions and
uncertainties in global markets may adversely affect the cost and other terms upon which we are able to obtain
third party insurance. If our third party insurance coverage is adversely affected, or to the extent we have elected
to self-insure, we may be at a greater risk that our operations will be harmed by a catastrophic loss.
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If we experience a significant disruption in, or breach in security of, our information technology systems,
or if we fail to implement new systems and software successfully, our business could be adversely affected.
We rely on several centralized information technology systems throughout our company to provide
products and services, keep financial records, process orders, manage inventory, process shipments to customers
and operate other critical functions. Our information technology systems may be susceptible to damage,
disruptions or shutdowns due to power outages, hardware failures, computer viruses, attacks by computer
hackers, telecommunication failures, user errors, catastrophes or other unforeseen events. If we were to
experience a prolonged system disruption in the information technology systems that involve our interactions
with customers or suppliers, it could result in the loss of sales and customers and significant incremental costs,
which could adversely affect our business. In addition, security breaches of our information technology systems
could result in the misappropriation or unauthorized disclosure of confidential information belonging to us or to
our employees, partners, customers or suppliers, which could result in our suffering significant financial or
reputational damage.
Adverse conditions in the global banking industry and credit markets may adversely impact the value of
Management's Report on Internal Control over Financial Reporting
our cash investments or impair our liquidity.
As of October 31, 2013, we had cash and cash equivalents of approximately $2.68 billion invested or held
in a mix of money market funds, time deposit accounts and bank demand deposit accounts. Disruptions in the
financial markets may, in some cases, result in an inability to access assets such as money market funds that
traditionally have been viewed as highly liquid. Any failure of our counterparty financial institutions or funds in
which we have invested may adversely impact our cash and cash equivalent positions and, in turn, our results and
financial condition.
Evaluation of Disclosure Controls and Procedures
CONTROLS AND PROCEDURES
Our management has evaluated, under the supervision and with the participation of our Chief Executive
Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of October 31,
2013, pursuant to and as required by Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange
Act”). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as
of October 31, 2013, the company's disclosure controls and procedures, as defined by Rule 13a-15(e) under the
Exchange Act, were effective and designed to ensure that (i) information required to be disclosed in the
company's reports filed under the Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms, and (ii) information is accumulated and communicated to
management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely
decisions regarding required disclosures.
Our management is responsible for establishing and maintaining adequate internal control over financial
reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the
participation of our management, including our Chief Executive Officer and Chief Financial Officer, we
conducted an evaluation of the effectiveness of our internal control over financial reporting based on the
framework in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on the results of this evaluation, our management concluded
that our internal control over financial reporting was effective as of October 31, 2013.
The effectiveness of our internal control over financial reporting as of October 31, 2013 has been audited
by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report
which appears in this annual report.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during Agilent's last
fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over
financial reporting.
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If we experience a significant disruption in, or breach in security of, our information technology systems,
or if we fail to implement new systems and software successfully, our business could be adversely affected.
We rely on several centralized information technology systems throughout our company to provide
products and services, keep financial records, process orders, manage inventory, process shipments to customers
and operate other critical functions. Our information technology systems may be susceptible to damage,
disruptions or shutdowns due to power outages, hardware failures, computer viruses, attacks by computer
hackers, telecommunication failures, user errors, catastrophes or other unforeseen events. If we were to
experience a prolonged system disruption in the information technology systems that involve our interactions
with customers or suppliers, it could result in the loss of sales and customers and significant incremental costs,
which could adversely affect our business. In addition, security breaches of our information technology systems
could result in the misappropriation or unauthorized disclosure of confidential information belonging to us or to
our employees, partners, customers or suppliers, which could result in our suffering significant financial or
reputational damage.
As of October 31, 2013, we had cash and cash equivalents of approximately $2.68 billion invested or held
in a mix of money market funds, time deposit accounts and bank demand deposit accounts. Disruptions in the
financial markets may, in some cases, result in an inability to access assets such as money market funds that
traditionally have been viewed as highly liquid. Any failure of our counterparty financial institutions or funds in
which we have invested may adversely impact our cash and cash equivalent positions and, in turn, our results and
financial condition.
Evaluation of Disclosure Controls and Procedures
CONTROLS AND PROCEDURES
Our management has evaluated, under the supervision and with the participation of our Chief Executive
Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of October 31,
2013, pursuant to and as required by Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange
Act”). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as
of October 31, 2013, the company's disclosure controls and procedures, as defined by Rule 13a-15(e) under the
Exchange Act, were effective and designed to ensure that (i) information required to be disclosed in the
company's reports filed under the Exchange Act is recorded, processed, summarized and reported within the time
periods specified in the SEC's rules and forms, and (ii) information is accumulated and communicated to
management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely
decisions regarding required disclosures.
Adverse conditions in the global banking industry and credit markets may adversely impact the value of
Management's Report on Internal Control over Financial Reporting
our cash investments or impair our liquidity.
Our management is responsible for establishing and maintaining adequate internal control over financial
reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the
participation of our management, including our Chief Executive Officer and Chief Financial Officer, we
conducted an evaluation of the effectiveness of our internal control over financial reporting based on the
framework in Internal Control - Integrated Framework (1992) issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based on the results of this evaluation, our management concluded
that our internal control over financial reporting was effective as of October 31, 2013.
The effectiveness of our internal control over financial reporting as of October 31, 2013 has been audited
by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report
which appears in this annual report.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during Agilent's last
fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over
financial reporting.
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Building
Two Great
Companies
From One
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