Agilent (A) 10-Q 7 Jun 10 2010 Q2 Quarterly report Financial data

CONSOLIDATED STATEMENT OF OPERA

CONSOLIDATED STATEMENT OF OPERATIONS (USD $)
In Millions, except Share data	3 Months Ended Apr. 30, 2010	3 Months Ended Apr. 30, 2009	6 Months Ended Apr. 30, 2010	6 Months Ended Apr. 30, 2009
Net revenue:
Products	$1,029	$864	$2,005	$1,801
Services and other	242	227	479	456
Total net revenue	1,271	1,091	2,484	2,257
Costs and expenses:
Cost of products	431	436	852	889
Cost of services and other	129	125	261	249
Total costs	560	561	1,113	1,138
Research and development	150	170	299	339
Selling, general and administrative	407	407	824	803
Total costs and expenses	1,117	1,138	2,236	2,280
Income (loss) from operations	154	(47)	248	(23)
Interest income	3	6	6	20
Interest expense	(22)	(23)	(45)	(46)
Other income (expense), net	4	6	13	18
Income (loss) before taxes	139	(58)	222	(31)
Provision for income taxes	31	43	35	6
Net income (loss)	$108	($101)	$187	($37)
Net income (loss) per share - basic:	0.31	-0.29	0.54	-0.11
Net income (loss) per share - diluted:	0.31	-0.29	0.53	-0.11
Weighted average shares used in computing net income per share:
Basic	348	344	348	348
Diluted	354	344	354	348

CONSOLIDATED BALANCE SHEET

CONSOLIDATED BALANCE SHEET (USD $)
In Millions	Apr. 30, 2010	Oct. 31, 2009
Current assets:
Cash and cash equivalents	$2,646	$2,479
Short-term restricted cash and cash equivalents	1,552	0
Short-term investments	11	14
Accounts receivable, net	669	595
Inventory	546	552
Other current assets	288	321
Total current assets	5,712	3,961
Property, plant and equipment, net	831	845
Goodwill	644	655
Other intangible assets, net	126	167
Long-term restricted cash and cash equivalents	11	1,566
Long-term investments	158	163
Other assets	285	255
Total assets	7,767	7,612
Current liabilities:
Accounts payable	362	307
Employee compensation and benefits	346	336
Deferred revenue	311	285
Short-term debt	1,501	1
Other accrued liabilities	189	194
Total current liabilities	2,709	1,123
Long-term debt	1,393	2,904
Retirement and post-retirement benefits	483	498
Other long-term liabilities	550	573
Total liabilities	5,135	5,098
Stockholders' equity:
Preferred stock; $0.01 par value; 125 million shares authorized; none issued and outstanding	0	0
Common stock; $0.01 par value; 2 billion shares authorized; 576 million shares at April 30, 2010 and 566 million shares at October 31, 2009, issued	6	6
Treasury stock at cost; 228 million shares at April 30, 2010 and 220 million shares at October 31, 2009	(7,892)	(7,627)
Additional paid-in-capital	7,802	7,552
Retained earnings	2,947	2,760
Accumulated other comprehensive loss	(239)	(185)
Total stockholder's equity	2,624	2,506
Non-controlling interest	8	8
Total equity	2,632	2,514
Total liabilities and equity	$7,767	$7,612

PARENTHETICAL DATA TO CONSOLIDA

PARENTHETICAL DATA TO CONSOLIDATED BALANCE SHEET (USD $)
	Apr. 30, 2010	Oct. 31, 2009
Total equity:
Preferred stock par value	0.01	0.01
Preferred stock shares authorized	125,000,000	125,000,000
Preferred stock issued	0	0
Preferred stock outstanding	0	0
Common stock par value	0.01	0.01
Common stock shares authorized	2,000,000,000	2,000,000,000
Common stock issued	576,000,000	566,000,000
Treasury stock at cost	228,000,000	220,000,000

CONSOLIDATED STATEMENT OF CASH

CONSOLIDATED STATEMENT OF CASH FLOWS (USD $)
In Millions	6 Months Ended Apr. 30, 2010	6 Months Ended Apr. 30, 2009
Cash flows from operating activities:
Net income (loss)	$187	($37)
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	75	81
Share-based compensation	38	39
Deferred taxes	45	34
Excess and obsolete and inventory-related charges	13	41
Asset impairment charges	20	32
Allowance for doubtful accounts	0	4
Loss on sale of assets and divestiture	4	0
Other	0	4
Changes in assets and liabilities:
Accounts receivable	(93)	203
Inventory	(17)	13
Accounts payable	55	(58)
Employee compensation and benefits	18	(108)
Interest rate swap proceeds	0	43
Other assets and liabilities	(90)	(137)
Net cash provided by operating activities	255	154
Cash flows from investing activities:
Investments in property, plant and equipment	(54)	(68)
Proceeds from sale of property, plant and equipment	1	0
Proceeds from divestiture, net of cash divested	20	0
Purchase of investments	0	(30)
Proceeds from sale of investments	8	62
Acquisitions of businesses and intangible assets, net of cash acquired	(12)	(2)
Change in restricted cash and cash equivalents, net	4	10
Net cash used in investing activities	(33)	(28)
Cash flows from financing activities:
Issuance of common stock under employee stock plans	224	27
Treasury stock repurchases	(265)	(157)
Proceeds from revolving credit facility	0	325
Repayment of revolving credit facility	0	(325)
Repayment of long-term debt	(15)	0
Net cash used in financing activities	(56)	(130)
Effect of exchange rate movements	1	(1)
Net increase (decrease) in cash and cash equivalents	167	(5)
Cash and cash equivalents at beginning of period	2,479	1,405
Cash and cash equivalents at end of period	$2,646	$1,400

1. OVERVIEW AND SUMMARY OF SIGN

1. OVERVIEW AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
	6 Months Ended Apr. 30, 2010
Notes To Financial Statements [Abstract]
OVERVIEW, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	1. OVERVIEW, BASIS OF PRESENTATION 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, chemical analysis, communications and electronics industries. Our fiscal year-end is October 31, and our fiscal quarters end on January 31, April 30 and July 31. Unless otherwise stated, all dates refer to our fiscal year and fiscal quarters. Acquisition of Varian,Inc. On May 14, 2010, we completed our acquisition of Varian,Inc. (Varian), a leading supplier of scientific instrumentation and associated consumables for life science and applied market applications, by means of a merger of one of our wholly-owned subsidiaries with and into Varian such that Varian became a wholly-owned subsidiary of Agilent. The $1.5 billion total purchase price of Varian includes $52 cash per share of Varians outstanding common stock including vested and non-vested in-the-money stock options at $52 cash per share less their exercise price. Varians non-vested restricted stock awards, non-vested performance shares, at 100 percent of target, and non-vested directors stock units were also paid at $52 per share. Varians cash acquired at completion of the acquisition was approximately $225 million. As part of the European Commissions merger approval and the Federal Trade Commission consent order, Agilent had previously committed to sell Varians laboratory gas chromatography (GC) business; Varians triple quadrupole gas chromatography-mass spectrometry (GC-MS) business; Varians inductively-coupled plasma-mass spectrometry (ICP-MS) business; and Agilents micro GC business. On May 19, 2010 we completed the sale of the Agilent micro GC business and the Varian laboratory GC business, the triple quadrupole GC-MS business and the ICP-MS business for approximately $40 million subject to post closing adjustments. We financed the purchase price of Varian using the proceeds from our September 2009 offering of senior notes and other existing cash. The Varian merger will be accounted for in accordance with the authoritative accounting guidance. The initial accounting for the acquisition of Varian is incomplete. The acquired assets and assumed liabilities will be recorded by Agilent at their estimated fair values. Agilent will determine the estimated fair values with the assistance of valuations performed by independent third party specialists, discounted cash flow analyses, quoted market prices where available, and estimates made by management. Sale of Network Solutions Division. On May 1, 2010, we completed the sale of the Network Solutions Division (NSD) of our electronic measurement business to JDS Uniphase Corporation (JDSU), a leading communications test and measurement company. JDSU paid Agilent $165 million which is subject to post-closing working capital and other adjustments. We anticipate recording a significant gain on the sale of NSD in the third quarter of fiscal 2010. NSD includes Agilents network assurance solutions, network protocol test and drive test

2. NEW ACCOUNTING PRONOUNCEMENT

2. NEW ACCOUNTING PRONOUNCEMENTS
	6 Months Ended Apr. 30, 2010
Notes To Financial Statements [Abstract]
NEW ACCOUNTING PRONOUNCEMENTS	2. NEW ACCOUNTING PRONOUNCEMENTS In September 2006, the Financial Accounting Standards Board (FASB) issued guidance on measurements of fair value. The guidance defines fair value, establishes a framework for measuring fair value in accordance with U.S.GAAP, and expands disclosures about fair value measurements. The guidance does not require any new fair value measurements; rather, it applies to other accounting pronouncements that require or permit fair value measurements. In February 2008, the FASB issued authoritative guidance which allowed for the delay of the effective date of the authoritative guidance for nonfinancial assets and nonfinancial liabilities, except for certain items that are recognized or disclosed at fair value in the financial statements on a recurring basis (at least annually). Effective November1, 2008, we adopted the measurement and disclosure requirements related to financial assets and financial liabilities. The adoption of the guidance for financial assets and financial liabilities did not have a material impact on the companys results of operations or the fair values of its financial assets and liabilities. We adopted the provisions for nonfinancial assets and nonfinancial liabilities as of November1, 2009 and there was no material impact on our consolidated financial statements. In December 2007, the FASB issued amendments to the guidance for business combinations. The revised guidance provides the recognition and measurement requirements of identifiable assets and goodwill acquired, liabilities assumed, and any non-controlling interest in the acquiree. It also requires additional disclosures to enable users of the financial statements to evaluate the nature and financial effects of the business combination. As a result of adopting the amended guidance on November 1, 2009, approximately $6 million of business combination costs, previously capitalized, were recognized in net income for the three months ended January 31, 2010. In December 2007, the FASB issued new guidance on non-controlling interests in consolidated financial statements. The guidance requires that ownership interests in subsidiaries held by parties other than the parent, and the amount of consolidated net income, be clearly identified, labeled, and presented in the consolidated financial statements. It also requires once a subsidiary is deconsolidated, any retained non-controlling equity investment in the former subsidiary be initially measured at fair value. Sufficient disclosures are required to clearly identify and distinguish between the interests of the parent and the interests of the non-controlling owners. This guidance was effective beginning November1, 2009 and had no material impact on our consolidated financial statements. In January 2010, the FASB issued guidance that requires new disclosures for fair value measurements and provides clarification for existing disclosure requirements. The guidance is effective for interim and annual periods beginning after December 15, 2009, except for gross presentation of activity in level 3 which is effective for annual periods beginning after December 15, 2010, and for interim peri

3. SHARE-BASED COMPENSATION

3. SHARE-BASED COMPENSATION
	6 Months Ended Apr. 30, 2010
Notes To Financial Statements [Abstract]
SHARE-BASED COMPENSATION	3. 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 compensation 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 granted to selected members of our senior management under the long-term performance plan (LTPP) based on estimated fair values. The impact on our results for share-based compensation was as follows: ThreeMonthsEnded SixMonthsEnded April30, April 30, 2010 2009 2010 2009 (inmillions) Cost of products and services $ 2 $ 3 $ 8 $ 8 Research and development 2 2 6 6 Selling, general and administrative 9 13 24 25 Total share-based compensation expense $ 13 $ 18 $ 38 $ 39 Included in the expense amount for the three months ended April30, 2010 and April 30, 2009 is approximately $1 million and $3 million, respectively, of incremental expense for the acceleration of share-based compensation related to the announced workforce reduction plan. Upon termination of the employees impacted by workforce reduction, the non-vested Agilent awards held by these employees immediately vest. Employees have a period of up to three months in which to exercise the Agilent options before such options are cancelled. In addition, during the three months ended April 30, 2010, we reversed approximately $3 million of expense for the cancellation of non-vested awards related to the separation of a senior executive. At April 30, 2010 there was no share-based compensation capitalized within inventory. The windfall tax benefit realized from exercised stock options and similar awards was not material for the three and six months ended April 30, 2010 and 2009. The following assumptions were used to estimate the fair value of the options and LTPP grants. ThreeMonthsEnded SixMonthsEnded April30, April 30, 2010 2009 2010 2009 Stock Option Plans: Weighted average risk-free interest rate 2.4 % 1.8 % 2.2 % 2.3 % Dividend yield 0 % 0 % 0 % 0 % Weighted average volatility 36 % 36 % 37 % 32 % Expected life 4.4 yrs 4.4 yrs 4.4 yrs 4.4 yrs LTPP: Volatility of Agilent shares 39 % 33 % 39 % 33 % Volatility of selected peer-company shares 21%-79 % 17%-62 % 20%-80 % 17%-62 % Price-wise correlation with selected peers 53 % 35 % 53 % 35 % 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 LTPP were valued using a Monte

4. PROVISION FOR INCOME TAXES

4. PROVISION FOR INCOME TAXES
	6 Months Ended Apr. 30, 2010
Notes To Financial Statements [Abstract]
PROVISION FOR INCOME TAXES	4. PROVISION FOR INCOME TAXES For the three and six months ended April 30, 2010, we recorded an income tax provision of$31 million and $35 million, respectively, compared to an income tax provision of $43 million and $6 million, respectively, for the same periods last year. The income tax provision for the three and six months ended April 30, 2010 includes net discrete tax expense of $12 million and $3 million, respectively. The net discrete expense relates primarily to tax settlements, lapses of statutes of limitations and valuation allowance adjustments based on changes in other comprehensive income items. The income tax expense for the three and six months ended April 30, 2009 include net discrete benefits of zero and $42 million, respectively, and are primarily associated with lapses of statutes of limitations and tax settlements. Without considering interest and penalties, the rate reflects taxes in all jurisdictions except the U.S. and foreign jurisdictions in which income tax expense or benefit continues to be offset by adjustments to valuation allowances. We intend to maintain partial or full valuation allowances in these jurisdictions until sufficient positive evidence exists to support the reversal of the valuation allowances. In the U.S., the tax years remain open to Internal Revenue Service (IRS) and state audits back to the year 2000. In other major jurisdictions where we conduct business, the tax years generally remain open to audit by local tax authorities back to the year 2003. As a result of audit activities, our disclosure of unrecognized tax benefits as of October 31, 2009 will change significantly during this fiscal year. Furthermore, it is reasonably possible that additional changes to our unrecognized tax benefits could be significant in the next twelve months due to lapses of statutes of limitation and tax audit settlements. As a result of uncertainties regarding the timing of the completion of tax audits in various jurisdictions and their possible outcomes, an estimate of the range of increase or decrease that could occur in the next twelve months cannot be made. Our U.S. federal income tax returns for 2000 through 2002 and 2003 through 2007 are under audit by the IRS which is normal for taxpayers subject to the IRSs Large and Mid-Sized Business examination procedures. In August 2007, we received a Revenue Agents Report (RAR) for 2000 through 2002. The RAR proposed several adjustments to taxable income. We disagreed with most of the proposed adjustments. In order to resolve the disagreements, representatives of Agilent met with the Appeals Office of the IRS.In April 2010, we reached resolution in principle with the Appeals Office on the last remaining significant proposed adjustment. Tax adjustments resulting from the Appeals Office agreements will be offset with net operating losses from subsequent years and tax credits. Federal deficiency interest for the intervening years is about $13 million, or $8 million net of federal tax benefit. This $8 million is reflected in our statements of operations.

5. NET INCOME PER SHARE

5. NET INCOME PER SHARE
	6 Months Ended Apr. 30, 2010
Notes To Financial Statements [Abstract]
NET INCOME PER SHARE	5. NET INCOME (LOSS) PER SHARE The following is a reconciliation of the numerators and denominators of the basic and diluted net income (loss) per share computations for the periods presented below: ThreeMonthsEnded SixMonthsEnded April30, April30, 2010 2009 2010 2009 (inmillions) Numerator: Net income (loss) $ 108 $ (101 ) $ 187 $ (37 ) Denominators: Basic weighted-average shares 348 344 348 348 Potentially dilutive common stock equivalents stock options and other employee stock plans 6 - 6 - Diluted weighted-average shares 354 344 354 348 The dilutive effect of share-based awards is reflected in diluted net income (loss) per share by application of the treasury stock method, which includes consideration of unamortized share-based compensation expense 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 are assumed proceeds to be used to repurchase hypothetical shares. An increase in the fair market value of the companys common stock can result in a greater dilutive effect from potentially dilutive awards. The following table presents options to purchase shares of common stock, which were not included in the computations of diluted net income (loss) per share because they were anti-dilutive. ThreeMonthsEnded April 30, SixMonthsEnded April30, 2010 2009 2010 2009 Options to purchase shares of common stock (in millions) 4 33 12 33 Weighted-average exercise price $ 40 $ 29 $ 35 $ 29 Average common stock price $ 33 $ 16 $ 31 $ 17

6. INVENTORY

6. INVENTORY
	6 Months Ended Apr. 30, 2010
Notes To Financial Statements [Abstract]
INVENTORY	6. INVENTORY April 30, 2010 October31, 2009 (inmillions) Finished goods $ 274 $ 285 Purchased parts and fabricated assemblies 272 267 Inventory $ 546 $ 552

7. GOODWILL AND OTHER INTANGIBL

7. GOODWILL AND OTHER INTANGIBLE ASSETS
	6 Months Ended Apr. 30, 2010
Notes To Financial Statements [Abstract]
GOODWILL AND OTHER INTANGIBLE ASSETS	7. GOODWILL AND OTHER INTANGIBLE ASSETS The following table presents goodwill balances and the movements for each of our reportable segments during the six months ended April 30, 2010: Life Sciences Chemical Analysis Electronic Measurement Total (inmillions) Goodwill as of October 31, 2009 $ 123 $ 151 $ 381 $ 655 Foreign currency translation impact - - (15 ) (15 ) Divestitures (1 ) - - (1 ) Goodwill arising from acquisitions - - 5 5 Goodwill as of April 30, 2010 $ 122 $ 151 $ 371 $ 644 The components of other intangibles as of April 30, 2010 and October 31, 2009 are shown in the table below: PurchasedOtherIntangibleAssets Gross Carrying Amount Accumulated Amortization and Impairments NetBook Value (inmillions) As of October 31, 2009: Purchased technology $281 $170 $111 Trademark/Tradename 32 6 26 Customer relationships 85 55 30 Total $398 $231 $167 As of April 30, 2010: Purchased technology $249 $156 $93 Trademark/Tradename 29 9 20 Customer relationships 79 66 13 Total $357 $231 $126 We reduced goodwill by $1 million, due to a divestiture, during the three and six months ended April 30, 2010 and recorded zero and $5 million of goodwill relating to the purchase of two businesses during the three and six months ended April 30, 2010, respectively. We reduced other intangibles by $13 million, due to the same divestiture in the three months ended April 30, 2010 and in the six months ended April 30, 2010 we reduced other intangibles by $25 million including $12 million of impairments related to the same divestiture and recorded $3 million of additions related to acquisitions. Amortization of intangible assets was $9 million and $19 million for the three and six months ended April 30, 2010 and$11 million and $23 million for the same periods in the prior year. Future amortization expense related to existing purchased intangible assets is estimated to be $16 million for the remainder of 2010 , $29 million for 2011, $24 million for 2012, $15 million for 2013, $11 million for 2014, $8 million for 2015, and $23 million thereafter.

8. FAIR VALUE MEASUREMENTS

8. FAIR VALUE MEASUREMENTS
	6 Months Ended Apr. 30, 2010
Notes To Financial Statements [Abstract]
FAIR VALUE MEASUREMENTS	8. 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 instruments 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. Assets and Liabilities Measured at Fair Value on a Recurring Basis Assets and liabilities measured at fair value on a recurring basis as of April 30, 2010 were as follows: Fair Value Measurementat April 30, 2010 Using April 30, 2010 QuotedPrices in Active Markets for IdenticalAssets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) (in millions) Assets: Short-term Cash equivalents (money market funds) $ 2,141 $ 2,141 $ - $ - Available-for-sale investments 11 - 10 1 Derivative instruments (foreign exchange contracts) 18 - 18 - Restricted cash (commercial paper) 1,552 - 1,552 - Long-term Trading securities 51 51 - - Derivative instruments (interest rate contracts) 10 - 10 - Available-for-sale investments 30 11 19 - Total assets measured at fair value $ 3,813 $ 2,203 $ 1,609 $ 1 Liabilities: Short-term Derivative instruments (foreign exchange contracts) $ 10 $ - $ 10 $ - Long-term

9. DERIVATIVES

9. DERIVATIVES
	6 Months Ended Apr. 30, 2010
Notes To Financial Statements [Abstract]
DERIVATIVES	9. 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 The company enters into fair value hedges to reduce the exposure of our debt portfolio to interest rate risk. We issue long-term senior notes in U.S. dollars based on market conditions at the time of financing. We use interest rate swaps to modify the market risk exposure in connection with fixed interest rate senior notes to U.S. dollar London inter bank offered rate (LIBOR)-based floating interest rate. Alternatively, we may choose not to swap fixed for floating interest rate or may terminate a previously executed swap.We designate and qualify these interest rate swaps as fair value hedges of the interest rate risk inherent in the debt. For derivative instruments that are designated and qualify as fair value hedges, we recognize the gain or loss on the derivative instrument, as well as the offsetting loss or gain on the hedged item attributable to the hedged risk, in interest expense, in the condensed consolidated statement of operations. The fair value of the swaps is recorded on the condensed consolidated balance sheet at each period end, with an offsetting entry in senior notes. As of April 30, 2010, there were 9 interest rate swap contracts designated as fair value hedges associated with our 2012 and 2015 senior notes. The notional amount of these interest rate swap contracts, receive-fixed/pay-variable, was $750 million. On November 25, 2008, we terminated the two remaining interest rate swap contracts associated with our 2017 senior notes that represented the notional amount of $400 million. The asset value upon termination was approximately $43 million. The proceeds were recorded as operating cash flows and the gain is being deferred and amortized over the remaining life of the 2017 senior notes. Cash Flow Hedges The company also enters 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 condensed consolidated statement of operations when either the forecasted transaction occurs or it becomes probable that the forecasted transaction will not occur. Changes in the fair value of the ineffective portion of derivative instruments are recognized in cost of sales in the condensed consolidated statement of operations in the current period. Other Hedges Additio

10. RESTRUCTURING COSTS, ASSET

10. RESTRUCTURING COSTS, ASSET IMPAIRMENTS AND OTHER SPECIAL CHARGES
	6 Months Ended Apr. 30, 2010
Notes To Financial Statements [Abstract]
RESTRUCTURING COSTS, ASSET IMPAIRMENTS AND OTHER SPECIAL CHARGES	10. RESTRUCTURING COSTS, ASSET IMPAIRMENTS AND OTHER SPECIAL CHARGES Our 2005 restructuring program, announced in the fourth quarter of 2005, is largely complete. The remaining obligations under this and previous plans relate primarily to lease obligations that are expected to be satisfied over approximately the next two years. Our 2009 restructuring program, the (FY 2009 Plan), announced in the first half of 2009, was conceived in response to deteriorating economic conditions and was designed to deliver sufficient savings to enable our businesses to reach their profitability targets. We expect workforce reduction payments, primarily severance, to be largely complete by the end of fiscal year 2010. Lease payments should primarily be complete in approximately four years, and payments to suppliers in connection with inventory should be complete by the end of fiscal year 2010. As of April30, 2010, approximately 150 employees within electronic measurement are pending termination under the FY 2009 Plan. Special charges in 2009 related to inventory include estimated future payments that we are contractually obliged to make to our suppliers in connection with future inventory purchases and inventory on hand written down. In both cases, actions taken under our FY 2009 Plan, including exiting lines of business, had caused the value of this inventory to decrease below its cost. A summary of total restructuring activity and other special charges is shown in the table below: Workforce Reduction Consolidation of Excess Facilities Impairment of Building and Purchased Intangible Assets Special Charges related to Inventory Total (in millions) Balance as of October31, 2009 $ 49 $ 19 $ - $ 1 $ 69 Income statement expense 29 15 6 - 50 Asset impairments/inventory charges - - (6 ) - (6 ) Cash payments (57 ) (6 ) - - (63 ) Balance as of April 30, 2010 $ 21 $ 28 $ - $ 1 $ 50 The restructuring and other special accruals for all plans, which totaled $50 million at April 30, 2010, are recorded in other accrued liabilities and other long-term liabilities on the condensed consolidated balance sheet. These balances reflect estimated future cash outlays. A summary of the charges in the condensed consolidated statement of operations resulting from all restructuring plans is shown below: ThreeMonthsEnded April 30, SixMonthsEnded April30, 2010 2009 2010 2009 (in millions) Cost of products and services $ 3 $ 22 $ 6 $ 55 Research and development - 17 1 21 Selling, general and administrative 13 47 43 58 Total restructuring, asset impairments and other special charges $ 16 $ 86 $ 50 $ 134

11. RETIREMENT PLANS AND POST R

11. RETIREMENT PLANS AND POST RETIREMENT PENSION PLANS
	6 Months Ended Apr. 30, 2010
Notes To Financial Statements [Abstract]
RETIREMENT PLANS AND POST RETIREMENT PENSION PLANS	11. RETIREMENT PLANS AND POST RETIREMENT PENSION PLANS Components of net periodic costs. For the three and six months ended April 30, 2010 and 2009, our net pension and post retirement benefit costs were comprised of the following: Pensions U.S.Plans Non-U.S. Plans U.S.PostRetirement BenefitPlans ThreeMonthsEndedApril 30, 2010 2009 2010 2009 2010 2009 (inmillions) Service costbenefits earned during the period $ 10 $ 7 $ 8 $ 8 $ 1 $ 1 Interest cost on benefit obligation 7 12 17 16 7 7 Expected return on plan assets (10 ) (9 ) (21 ) (19 ) (5 ) (5 ) Amortization and deferrals: Actuarial loss 1 - 7 8 4 1 Prior service cost (3 ) - - - (4 ) (3 ) Total net plan costs $ 5 $ 10 $ 11 $ 13 $ 3 $ 1 Pensions U.S.Plans Non-U.S. Plans U.S.PostRetirement BenefitPlans SixMonthsEndedApril 30, 2010 2009 2010 2009 2010 2009 (inmillions) Service costbenefits earned during the period $ 20 $ 15 $ 16 $ 16 $ 2 $ 2 Interest cost on benefit obligation 14 24 35 32 14 14 Expected return on plan assets (20 ) (19 ) (43 ) (39 ) (10 ) (10 ) Amortization and deferrals: Actuarial loss 3 1 20 17 8 2 Prior service cost (6 ) - - - (8 ) (6 ) Total net plan costs $ 11 $ 21 $ 28 $ 26 $ 6 $ 2 We contributed approximately $30 million to our U.S. defined benefit plans and $10 million to our non-U.S. defined benefit plans during the three months ended April 30, 2010 and $32million and $22 million, respectively, for the six months ended April 30, 2010.We contributed approximately $37 million to our U.S. defined benefit plans and $12 million to our non-U.S. defined benefit plans during the three months ended April 30, 2009 and $38million and $31 million, respectively, for the six months ended April 30, 2009.We do not expect to make additional contributions during the remainder of 2010 to our U.S. defined benefit plans.We expect to contribute $30 million to our non-U.S. defined benefit plans during the remainder of 2010. As of April 30, 2010, due to the anticipated sale of a business and the related reduction in workforce, we recorded an immaterial curtailment loss in one non-U.S. plan as required by the authoritative guidance. In connection with the remeasurement of the pension obligation for this plan, we recorded a net increase in the funded status liability of $23 million on the balance sheet primarily due to higher expected projected benefit obligation partially offset by higher asset values. In the three months ended April30, 2009, due to restructuring actions, we re

12. WARRANTIES

12. WARRANTIES
	6 Months Ended Apr. 30, 2010
Notes To Financial Statements [Abstract]
WARRANTIES	12. WARRANTIES 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 condensed consolidated balance sheet. Our warranty terms typically extend for one year from the date of delivery. A summary of the standard warranty accrual activity is shown in the table below: FY 2010 FY 2009 (inmillions) Beginning balance as ofNovember 1, $ 28 $ 29 Accruals for warranties issued during the period 26 23 Changes in estimates (2 ) 3 Settlements made during the period (24 ) (26 ) Ending balance as ofApril 30, $ 28 $ 29

13. SHORT-TERM DEBT AND SHORT-T

13. SHORT-TERM DEBT AND SHORT-TERM RESTRICTED CASH AND CASH EQUIVALENTS
	6 Months Ended Apr. 30, 2010
Notes To Financial Statements [Abstract]
SHORT-TERM DEBT AND SHORT-TERM RESTRICTED CASH & CASH EQUIVALENTS	13. SHORT-TERM DEBT AND SHORT-TERM RESTRICTED CASH CASH EQUIVALENTS Credit Facility On May 11, 2007, we entered into a five-year credit agreement, which provides for a $300 million unsecured credit facility that will expire on May 11, 2012. On September8, 2009, we entered into an Accession Agreement, increasing the credit facility from $300 million to $330 million. The company may use amounts borrowed under the facility for general corporate purposes. As of April 30, 2010 the company has no borrowings outstanding under the facility. On August 17, 2009 the credit facility agreement was amended to provide additional financing flexibility in advance of the acquisition of Varian, Inc.The amendment allows for up to $1 billion of additional indebtedness, incurred during the period from August 17, 2009 through the closing of the acquisition, May 14, 2010, to be excluded from the leverage ratio covenant until March 1, 2011. It also temporarily reduces the basket for other secured financing we are permitted to incur from $300 million to $75 million during this period. The amendment also increases by $500 million the amount of repurchase obligations (such as those of Agilent Technologies World Trade, Inc., a consolidated wholly-owned subsidiary of Agilent (World Trade)), that we are permitted to incur. World Trade Debt In January 2006, World Trade entered into a five-year Master Repurchase Agreement with a counterparty in which World Trade sold 15,000 Class A preferred shares of Agilent Technologies (Cayco) Limited (Cayco) to the counterparty, having an aggregate liquidation preference of $1.5 billion. World Trade owns all of the outstanding common shares of Cayco, a separate legal entity. In September 2008, Agilent and World Trade entered into an agreement (the Lloyds Related Agreement) with Lloyds TSB Bank plc (Lloyds). Under the Lloyds Related Agreement, on November 17, 2008 (the Effective Date), Lloyds accepted the transfer by novation of all of the rights and obligations of the counterparty under a revised Master Repurchase Agreement. On the Effective Date, Lloyds paid $1.5 billion to the prior counterparty in consideration of the novation and World Trades repurchase obligation was extended to January 27, 2011 (the Extended Repurchase Date). World Trade is obligated to make aggregate quarterly payments to Lloyds at a rate per annum, reset quarterly, with reference to LIBOR plus 175 basis points beginning on the Effective Date. We are currently considering a number of options to extend, reduce or eliminate the world trade debt. Lloyds can accelerate the Extended Repurchase Date or cause redemption of the preferred Cayco shares only upon certain events of default, but neither World Trade nor Agilent has the right to accelerate the Extended Repurchase Date. The World Trade obligation of $1.5 billion is recorded and classified as a short-term debt on our condensed consolidated balance sheet. Short-Term Restricted Cash Cash Equivalents As of April 30, 2010, $1,552 million was reported as short-term restricted cash and cash equivalents in our condensed consolidated balance sheet which is held in commercial paper maintained

14. LONG-TERM DEBT

14. LONG-TERM DEBT
	6 Months Ended Apr. 30, 2010
Notes To Financial Statements [Abstract]
LONG-TERM DEBT	14. LONG-TERM DEBT Senior Notes The following table summarizes the companys senior notes: April 30, October 31, 2010 2009 (inmillions) 2017 Senior Notes $ 635 $ 637 2015 Senior Notes 505 500 2012 Senior Notes 253 251 Total $ 1,393 $ 1,388 2017 Senior Notes In October2007, the company issued an aggregate principal amount of $600million in senior notes. The senior notes were issued at 99.60% of their principal amount. The notes will mature on November1, 2017, and bear interest at a fixed rate of 6.50% per annum. The interest is payable semi-annually on May1st and November1st of each year and payments commenced on May1, 2008. On November25, 2008, we terminated the two remaining interest rate swap contracts associated with our 2017 senior notes that represented the notional amount of $400million. The asset value upon termination was approximately $43million. The proceeds were recorded as operating cash flows and the gain is being deferred and amortized over the remaining life of the senior notes. 2015 Senior Notes In September2009, the company issued an aggregate principal amount of $500million in senior notes. The senior notes were issued at 99.69% of their principal amount. The notes will mature on September14, 2015, and bear interest at a fixed rate of 5.50% per annum. The interest is payable semi-annually on March14th and September14th of each year, payments commenced on March14, 2010. 2012 Senior Notes In September2009, the company also issued an aggregate principal amount of $250million in senior notes. The senior notes were issued at 99.91% of their principal amount. The notes will mature on September14, 2012, and bear interest at a fixed rate of 4.45% per annum. The interest is payable semi-annually on March14th and September14th of each year, payments commenced on March14, 2010. All notes issued are unsecured and rank equally in right of payment with all of Agilents other senior unsecured indebtedness. The company incurred issuance costs of $5 million in connection with the 2017 senior notes and a total of $5 million in connection with the 2015 and 2012 senior notes. These costs were capitalized in other assets on the condensed consolidated balance sheet and the costs are being amortized to interest expense over the term of the senior notes. Upon the closing of the offering of the 2015 and 2012 senior notes, we entered into interest rate swaps with an aggregate notional amount of $750 million. Under the interest rate swaps, we will receive fixed-rate interest payments and will make payments based on the U.S. dollar LIBOR plus 253 basis points and 257.6 basis points with respect to the 2015 and 2012 senior notes, respectively. The economic effect of these swaps will be to convert the fixed-rate interest expense on the senior notes to a variable LIBOR-based interest rate. The hedging relationship qualifies for the shortcut method of assessing hedge effectiveness, and consequently we do not expect any ineffectiveness during the life of the swap and any movement in the value of the swap would be reflected in

15. COMPREHENSIVE INCOME

15. COMPREHENSIVE INCOME
	6 Months Ended Apr. 30, 2010
Notes To Financial Statements [Abstract]
COMPREHENSIVE INCOME	15. COMPREHENSIVE INCOME (LOSS) The following table presents the components of comprehensive income (loss): ThreeMonthsEnded April 30, 2010 2009 (inmillions) Net income (loss) $ 108 $ (101 ) Other comprehensive income: Change in unrealized gain and loss on investments 3 3 Change in unrealized gain and loss on derivative instruments 9 7 Reclassification of (gains) and losses into earnings related to derivative instruments (3 ) 10 Foreign currency translation (27 ) (2 ) Change in deferred net pension cost (16 ) (39 ) Deferred taxes (4 ) (13 ) Comprehensive income (loss) $ 70 $ (135 ) Six MonthsEnded April 30, 2010 2009 (inmillions) Net income (loss) $ 187 $ (37 ) Other comprehensive income: Change in unrealized gain and loss on investments 4 (10 ) Change in unrealized gain and loss on derivative instruments 11 - Reclassification of (gains) and losses into earnings related to derivative instruments (3 ) 19 Foreign currency translation (54 ) 22 Change in deferred net pension cost (4 ) (30 ) Deferred taxes (8 ) (11 ) Comprehensive income (loss) $ 133 $ (47 )

16. STOCK REPURCHASE PROGRAM

16. STOCK REPURCHASE PROGRAM
	6 Months Ended Apr. 30, 2010
Notes To Financial Statements [Abstract]
STOCK REPURCHASE PROGRAM	16. STOCK REPURCHASE PROGRAM On November14, 2007, the Audit and Finance Committee of the Board of Directors approved a share repurchase program of up to $2billion of Agilents common stock over the next two years. On March26, 2009, the company announced that it was suspending its share repurchase program until the end of the 2009 fiscal year. On November15, 2009, the companys share repurchase program expired upon the termination of its two-year term. No shares were purchased under the November 14, 2007 share repurchase program during the six months ended April 30, 2010. On November 19, 2009 our Board of Directors approved a share-repurchase program to reduce or eliminate dilution in connection with issuances of stock under the companys equity incentive plans. The share-repurchase program does not require the company to acquire a specific number of shares and may be suspended or discontinued at any time. There is no fixed termination date for the new share-repurchase program. For the three and six months ended April 30, 2010, we repurchased 5 million shares for $165 million and 8 million shares for $265 million, respectively, using settlement date calculation. All such shares and related costs are held as treasury stock and accounted for using the cost method.

17. SEGMENT INFORMATION

17. SEGMENT INFORMATION
	6 Months Ended Apr. 30, 2010
Notes To Financial Statements [Abstract]
SEGMENT INFORMATION	17. SEGMENT INFORMATION We are a measurement company, providing core bio-analytical and electronic measurement solutions to the life sciences, chemical analysis, communications and electronics industries. In the first quarter of 2010, we formed three new operating segments from our existing businesses. The bio-analytical measurement segment separated into two operating segments life sciences and chemical analysis. The electronic measurement segment recombined electronic measurement and semiconductor and board test, which were reported separately in 2009. Following this re-organization, Agilent has three businesses life sciences, chemical analysis and electronic measurement each of which comprises a reportable segment. The three new 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 technology and delivery channels, consumer-specific solutions and specialized manufacturing, are considered in determining the formation of these new operating segments. The life sciences segment includes DNA microarrays and associated scanner, software, and reagents; microfluidics-based sample analysis systems; liquid chromatography systems, columns and components; liquid chromatography mass spectrometry systems; capillary electrophoresis systems; laboratory software and informatics systems; bio-reagents and related products; laboratory automation and robotic systems; services and support for the aforementioned products. The chemical analysis segment includes gas chromatography systems, columns and components; gas chromatography mass spectrometry systems; inductively coupled plasma mass spectrometry products; spectroscopy analyzers; software and data systems; services and support for the aforementioned products. The electronic measurement business includes standard and customized electronic measurement instruments and systems monitoring, management and optimization tools for communications networks and services, software design tools and related services that are used in the design, development, manufacture, installation, deployment and operation of electronics equipment, communications networks and services, and microscopy products. All historical segment numbers were 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 pr

18. SUBSEQUENT EVENT

18. SUBSEQUENT EVENT
	6 Months Ended Apr. 30, 2010
Notes To Financial Statements [Abstract]
SUBSEQUENT EVENT	18. SUBSEQUENT EVENTS On May 14, 2010, we completed our acquisition of Varian,Inc. (Varian), a leading supplier of scientific instrumentation and associated consumables for life science and applied market applications, by means of a merger of one of our wholly-owned subsidiaries with and into Varian such that Varian became a wholly-owned subsidiary of Agilent. The $1.5 billion total purchase price of Varian includes $52 cash per share of Varians outstanding common stock including vested and non-vested in-the-money stock options at $52 cash per share less their exercise price. Varians non-vested restricted stock awards, non-vested performance shares, at 100 percent of target, and non-vested directors stock units were also paid at $52 per share. Varians cash acquired at completion of the acquisition was approximately $225 million. As part of the European Commissions merger approval and the Federal Trade Commission consent order, Agilent had previously committed to sell Varians laboratory gas chromatography (GC) business; Varians triple quadrupole gas chromatography-mass spectrometry (GC-MS) business; Varians inductively-coupled plasma-mass spectrometry (ICP-MS) business; and Agilents micro GC business. On May 19, 2010 we completed the sale of the Agilent micro GC business and the Varian laboratory GC business, the triple quadrupole GC-MS business and the ICP-MS business for approximately $40 million subject to post closing adjustments. We financed the purchase price of Varian using the proceeds from our September 2009 offering of senior notes and other existing cash. The Varian merger will be accounted for in accordance with the authoritative accounting guidance. The initial accounting for the acquisition of Varian is incomplete. The acquired assets and assumed liabilities will be recorded by Agilent at their estimated fair values. Agilent will determine the estimated fair values with the assistance of valuations performed by independent third party specialists, discounted cash flow analyses, quoted market prices where available, and estimates made by management. On May 1, 2010, we completed the sale of the Network Solutions Division (NSD) of our electronic measurement business to JDS Uniphase Corporation (JDSU), a leading communications test and measurement company. JDSU paid Agilent $165 million which is subject to post-closing working capital and other adjustments. We anticipate recording a significant gain on the sale of NSD in the third quarter of fiscal 2010. NSD includes Agilents network assurance solutions, network protocol test and drive test products.

Document Information

Document Information
	6 Months Ended Apr. 30, 2010
Document Information [Text Block]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	2010-04-30

Entity Information

Entity Information (USD $)
	6 Months Ended Apr. 30, 2010
Entity [Text Block]
Entity Registrant Name	AGILENT TECHNOLOGIES INC
Entity Central Index Key	0001090872
Current Fiscal Year End Date	--10-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	No
Entity Filer Category	Large Accelerated Filer
Entity Public Float	$5,753,000,000
Entity Common Stock, Shares Outstanding	348,062,907
Document Fiscal Year Focus	2,010
Document Fiscal Period Focus	Q2