AGILENT TECHNOLOGIES INC (Form: 8-K, Received: 01/25/2019 16:09:55)

Exhibit No.

Description

Condensed consolidated statements of operations for the fiscal quarters ended January 31, April 30, July 31, and October 31, 2017 and 2018. Condensed consolidated statements of operations for the six months ended April 30, 2017 and 2018. Condensed consolidated statements of operations for the nine months ended July 31, 2017 and 2018. Condensed consolidated statements of operations for the fiscal years ended October 31, 2017 and 2018.

Selected segment information for the fiscal quarters ended January 31, 2017 and 2018, April 30, 2017 and 2018, July 31, 2017 and 2018 and October 31, 2017 and 2018 and fiscal years ended October 31, 2017 and 2018.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

January 25, 2019

Date of Report (Date of earliest event reported)

AGILENT TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)



Delaware	001-15405	77-0518772
(State or other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.)

5301 Stevens Creek Boulevard

Santa Clara, CA 95051

(Address of principal executive offices)(Zip Code)

Registrant’s telephone number, including area code: (408) 345-8886

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Item 8.01 Other Events.

As of November 1, 2018, we adopted Accounting Standards Update (ASU) No. 2017-07, Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Costs, which amends ASC 715, Compensation - Retirement Benefits, to require employers that present a measure of operating income in their statements of operations to include only the service cost component of net periodic postretirement benefit cost in operating expenses. The service cost component of net periodic pension and postretirement benefit cost should be presented in the same operating expense line items as other employee compensation costs arising from services rendered during the period. The other components of net periodic pension and postretirement benefit costs, including interest costs, expected return on assets, amortization of prior service cost/credit and actuarial gains/losses, and settlement and curtailment effects, are to be included separately and outside of any subtotal of operating income. This guidance impacted the presentation of our condensed consolidated statements of operations with no impact on net income. As adoption is required to be on a retrospective basis, we are furnishing this Current Report on Form 8-K to provide our historical condensed consolidated statements of operations and selected segment information presented herein.

This Current Report on Form 8-K should be read in conjunction with the Annual Report on Form 10-K and other filings. The information contained in this report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of Section 18. Furthermore, the information contained in this report shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following is furnished as an exhibit to this report and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended:



Exhibit No.		Description
99.1		Condensed consolidated statements of operations for the fiscal quarters ended January 31, April 30, July 31, and October 31, 2017 and 2018. Condensed consolidated statements of operations for the six months ended April 30, 2017 and 2018. Condensed consolidated statements of operations for the nine months ended July 31, 2017 and 2018. Condensed consolidated statements of operations for the fiscal years ended October 31, 2017 and 2018. Selected segment information for the fiscal quarters ended January 31, 2017 and 2018, April 30, 2017 and 2018, July 31, 2017 and 2018 and October 31, 2017 and 2018 and fiscal years ended October 31, 2017 and 2018.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.





	AGILENT TECHNOLOGIES, INC.


	By:	/s/ P. Diana Chiu
	Name:	P. Diana Chiu
	Title:	Vice President, Assistant General Counsel and
		Assistant Secretary


Date: January 25, 2019

EXHIBIT INDEX

AGILENT TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(In millions, except per share amounts)



	Three Months Ended
	January 31, 2018
	As Previously Reported			Pension Adjustment	As Adjusted

Net revenue	$	1,211			$	1,211

Costs and expenses:
Cost of products and services	538			3	541
Research and development	93			1	94
Selling, general and administrative	341			6	347
Total costs and expenses	972				982

Income from operations	239				229

Interest income	9				9
Interest expense	(20		)		(20		)
Other income (expense), net	5			10	15

Income before taxes	233				233

Provision for income taxes	553				553

Net loss	$	(320	)		$	(320	)



Net loss per share:
Basic	$	(0.99	)		$	(0.99	)
Diluted	$	(0.99	)		$	(0.99	)

Weighted average shares used in computing net loss per share:
Basic	323				323
Diluted	323				323

Cash dividends declared per common share	$	0.149			$	0.149

AGILENT TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(In millions, except per share amounts)



	Three Months Ended							Six Months Ended
	April 30, 2018							April 30, 2018
	As Previously Reported			Pension Adjustment	As Adjusted			As Previously Reported			Pension Adjustment	As Adjusted

Net revenue	$	1,206			$	1,206		$	2,417			$	2,417

Costs and expenses:
Cost of products and services	562			1	563			1,100			4	1,104
Research and development	91			1	92			184			2	186
Selling, general and administrative	338			3	341			679			9	688
Total costs and expenses	991				996			1,963				1,978

Income from operations	215				210			454				439

Interest income	10				10			19				19
Interest expense	(19		)		(19		)	(39		)		(39		)
Other income (expense), net	21			5	26			26			15	41

Income before taxes	227				227			460				460

Provision for income taxes	22				22			575				575

Net income (loss)	$	205			$	205		$	(115	)		$	(115	)



Net income (loss) per share:
Basic	$	0.64			$	0.64		$	(0.36	)		$	(0.36	)
Diluted	$	0.63			$	0.63		$	(0.36	)		$	(0.36	)

Weighted average shares used in computing net income (loss) per share:
Basic	322				322			323				323
Diluted	326				326			323				323

Cash dividends declared per common share	$	0.149			$	0.149		$	0.298			$	0.298

AGILENT TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(In millions, except per share amounts)



	Three Months Ended							Nine Months Ended
	July 31, 2018							July 31, 2018
	As Previously Reported			Pension Adjustment	As Adjusted			As Previously Reported			Pension Adjustment	As Adjusted

Net revenue	$	1,203			$	1,203		$	3,620			$	3,620

Costs and expenses:
Cost of products and services	542			2	544			1,642			6	1,648
Research and development	97			—	97			281			2	283
Selling, general and administrative	339			2	341			1,018			11	1,029
Total costs and expenses	978				982			2,941				2,960

Income from operations	225				221			679				660

Interest income	9				9			28				28
Interest expense	(18		)		(18		)	(57		)		(57		)
Other income (expense), net	26			4	30			52			19	71

Income before taxes	242				242			702				702

Provision for income taxes	6				6			581				581

Net income	$	236			$	236		$	121			$	121



Net income per share:
Basic	$	0.74			$	0.74		$	0.38			$	0.38
Diluted	$	0.73			$	0.73		$	0.37			$	0.37

Weighted average shares used in computing net income per share:
Basic	320				320			322				322
Diluted	324				324			326				326

Cash dividends declared per common share	$	0.149			$	0.149		$	0.447			$	0.447

AGILENT TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(In millions, except per share amounts)



	Three Months Ended							Year Ended
	October 31, 2018							October 31, 2018
	As Previously Reported			Pension Adjustment	As Adjusted			As Previously Reported			Pension Adjustment	As Adjusted

Net revenue	$	1,294			$	1,294		$	4,914			$	4,914

Costs and expenses:
Cost of products and services	585			1	586			2,227			7	2,234
Research and development	104			—	104			385			2	387
Selling, general and administrative	356			4	360			1,374			15	1,389
Total costs and expenses	1,045				1,050			3,986				4,010

Income from operations	249				244			928				904

Interest income	10				10			38				38
Interest expense	(18		)		(18		)	(75		)		(75		)
Other income (expense), net	3			5	8			55			24	79

Income before taxes	244				244			946				946

Provision for income taxes	49				49			630				630

Net income	$	195			$	195		$	316			$	316



Net income per share:
Basic	$	0.61			$	0.61		$	0.98			$	0.98
Diluted	$	0.61			$	0.61		$	0.97			$	0.97

Weighted average shares used in computing net income per share:
Basic	319				319			321				321
Diluted	322				322			325				325

Cash dividends declared per common share	$	0.149			$	0.149		$	0.596			$	0.596

AGILENT TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(In millions, except per share amounts)



	Three Months Ended
	January 31, 2017
	As Previously Reported			Pension Adjustment	As Adjusted

Net revenue	$	1,067			$	1,067

Costs and expenses:
Cost of products and services	493			10	503
Research and development	79			3	82
Selling, general and administrative	289			19	308
Total costs and expenses	861				893

Income from operations	206				174

Interest income	4				4
Interest expense	(20		)		(20		)
Other income (expense), net	3			32	35

Income before taxes	193				193

Provision for income taxes	25				25

Net income	$	168			$	168



Net income per share:
Basic	$	0.52			$	0.52
Diluted	$	0.52			$	0.52

Weighted average shares used in computing net income per share:
Basic	322				322
Diluted	326				326

Cash dividends declared per common share	$	0.132			$	0.132

AGILENT TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(In millions, except per share amounts)



	Three Months Ended							Six Months Ended
	April 30, 2017							April 30, 2017
	As Previously Reported			Pension Adjustment	As Adjusted			As Previously Reported			Pension Adjustment	As Adjusted

Net revenue	$	1,102			$	1,102		$	2,169			$	2,169

Costs and expenses:
Cost of products and services	510			—	510			1,003			10	1,013
Research and development	84			—	84			163			3	166
Selling, general and administrative	307			1	308			596			20	616
Total costs and expenses	901				902			1,762				1,795

Income from operations	201				200			407				374

Interest income	5				5			9				9
Interest expense	(20		)		(20		)	(40		)		(40		)
Other income (expense), net	5			1	6			8			33	41

Income before taxes	191				191			384				384

Provision for income taxes	27				27			52				52

Net income	$	164			$	164		$	332			$	332



Net income per share:
Basic	$	0.51			$	0.51		$	1.03			$	1.03
Diluted	$	0.50			$	0.50		$	1.02			$	1.02

Weighted average shares used in computing net income per share:
Basic	321				321			322				322
Diluted	325				325			325				325

Cash dividends declared per common share	$	0.132			$	0.132		$	0.264			$	0.264

AGILENT TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(In millions, except per share amounts)



	Three Months Ended							Nine Months Ended
	July 31, 2017							July 31, 2017
	As Previously Reported			Pension Adjustment	As Adjusted			As Previously Reported			Pension Adjustment	As Adjusted

Net revenue	$	1,114			$	1,114		$	3,283			$	3,283

Costs and expenses:
Cost of products and services	518			—	518			1,521			10	1,531
Research and development	87			(1)	86			250			2	252
Selling, general and administrative	308			1	309			904			21	925
Total costs and expenses	913				913			2,675				2,708

Income from operations	201				201			608				575

Interest income	6				6			15				15
Interest expense	(19		)		(19		)	(59		)		(59		)
Other income (expense), net	5				5			13			33	46

Income before taxes	193				193			577				577

Provision for income taxes	18				18			70				70

Net income	$	175			$	175		$	507			$	507



Net income per share:
Basic	$	0.55			$	0.55		$	1.57			$	1.57
Diluted	$	0.54			$	0.54		$	1.56			$	1.56

Weighted average shares used in computing net income per share:
Basic	321				321			322				322
Diluted	326				326			325				325

Cash dividends declared per common share	$	0.132			$	0.132		$	0.396			$	0.396

AGILENT TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(In millions, except per share amounts)



	Three Months Ended							Year Ended
	October 31, 2017							October 31, 2017
	As Previously Reported			Pension Adjustment	As Adjusted			As Previously Reported			Pension Adjustment	As Adjusted

Net revenue	$	1,189			$	1,189		$	4,472			$	4,472

Costs and expenses:
Cost of products and services	542			—	542			2,063			10	2,073
Research and development	89			—	89			339			2	341
Selling, general and administrative	325			1	326			1,229			22	1,251
Total costs and expenses	956				957			3,631				3,665

Income from operations	233				232			841				807

Interest income	7				7			22				22
Interest expense	(20		)		(20		)	(79		)		(79		)
Other income (expense), net	6			1	7			19			34	53

Income before taxes	226				226			803				803

Provision for income taxes	49				49			119				119

Net income	$	177			$	177		$	684			$	684



Net income per share:
Basic	$	0.55			$	0.55		$	2.12			$	2.12
Diluted	$	0.54			$	0.54		$	2.10			$	2.10

Weighted average shares used in computing net income per share:
Basic	322				322			322				322
Diluted	326				326			326				326

Cash dividends declared per common share	$	0.132			$	0.132		$	0.528			$	0.528



AGILENT TECHNOLOGIES, INC.
LIFE SCIENCES AND APPLIED MARKETS SEGMENT
(Unaudited)

All periods below were revised to include the impact of the adoption of ASU 2017-07.

(In millions, except margins data)		2018
		Q1			Q2			Q3			Q4			Total

	Gross margin %	62.1		%	59.7		%	61.3		%	62.1		%	61.3		%

	Research and development expenses	$	54		$	54		$	54		$	58		$	220

	Selling, general and administrative expenses	$	162		$	154		$	155		$	159		$	630

	Income from operations	$	154		$	113		$	122		$	154		$	543

	Operating margin %	25.9		%	21.0		%	22.7		%	25.7		%	23.9		%


		2017
		Q1			Q2			Q3			Q4			Total

	Gross margin %	59.9		%	60.2		%	60.0		%	61.2		%	60.3		%

	Research and development expenses	$	48		$	50		$	50		$	51		$	199

	Selling, general and administrative expenses	$	141		$	145		$	147		$	154		$	587

	Income from operations	$	123		$	106		$	109		$	132		$	470

	Operating margin %	23.6		%	21.3		%	21.5		%	23.9		%	22.6		%

Income from operations reflect the results of our reportable segments under Agilent's management reporting system which are not necessarily in conformity with GAAP financial measures. Income from operations of our reporting segments exclude, among other things, asset impairments, charges related to amortization of intangibles, business exit and divestiture costs, transformational initiatives, acquisition and integration costs, NASD site costs, and special compliance costs.

Readers are reminded that non-GAAP numbers are merely a supplement to, and not a replacement for, GAAP financial measures. They should be read in conjunction with the GAAP financial measures. It should be noted as well that our non-GAAP information may be different from the non-GAAP information provided by other companies.



AGILENT TECHNOLOGIES, INC.
DIAGNOSTICS AND GENOMICS SEGMENT
(Unaudited)

All periods below were revised to include the impact of the adoption of ASU 2017-07.

(In millions, except margins data)		2018
		Q1			Q2			Q3			Q4			Total

	Gross margin %	54.2		%	54.8		%	56.8		%	59.0		%	56.3		%

	Research and development expenses	$	25		$	24		$	30		$	30		$	109

	Selling, general and administrative expenses	$	63		$	61		$	62		$	63		$	249

	Income from operations	$	24		$	48		$	43		$	58		$	173

	Operating margin %	11.7		%	19.9		%	18.0		%	22.7		%	18.4		%


		2017
		Q1			Q2			Q3			Q4			Total

	Gross margin %	54.6		%	57.5		%	52.8		%	55.6		%	55.2		%

	Research and development expenses	$	21		$	21		$	24		$	23		$	89

	Selling, general and administrative expenses	$	52		$	55		$	54		$	57		$	218

	Income from operations	$	27		$	53		$	37		$	50		$	167

	Operating margin %	14.7		%	23.7		%	17.0		%	21.3		%	19.4		%



AGILENT TECHNOLOGIES, INC.
AGILENT CROSSLAB SEGMENT
(Unaudited)

All periods below were revised to include the impact of the adoption of ASU 2017-07.

(In millions, except margins data)		2018
		Q1			Q2			Q3			Q4			Total

	Gross margin %	50.4		%	50.0		%	50.1		%	51.0		%	50.4		%

	Research and development expenses	$	14		$	14		$	13		$	15		$	56

	Selling, general and administrative expenses	$	105		$	103		$	102		$	103		$	413

	Income from operations	$	87		$	96		$	98		$	107		$	388

	Operating margin %	21.2		%	22.5		%	23.1		%	24.2		%	22.8		%


		2017
		Q1			Q2			Q3			Q4			Total

	Gross margin %	48.5		%	49.6		%	49.9		%	49.6		%	49.4		%

	Research and development expenses	$	12		$	12		$	12		$	14		$	50

	Selling, general and administrative expenses	$	91		$	94		$	91		$	95		$	371

	Income from operations	$	73		$	81		$	90		$	92		$	336

	Operating margin %	20.1		%	21.5		%	23.2		%	22.7		%	21.9		%