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 12, 2015
Date of Report (Date of earliest event reported)
AGILENT TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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Delaware | | 001-15405 | | 77-0518772 |
(State or other Jurisdiction | | (Commission File Number) | | (IRS Employer |
of Incorporation) | | | | Identification No.) |
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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))
Item 8.01 Other Events.
In November 2014, we announced a change in organizational structure designed to better serve our customers. Our life sciences business, excluding the nucleic acid solutions division, together with the chemical analysis business will merge to form a new segment called life sciences and applied markets business. Our diagnostics and genomics businesses will combine and will include the nucleic acid solutions division of our life sciences business to become the diagnostics and genomics segment. Finally, the Agilent crosslab segment will be formed from our services and consumables businesses. We are furnishing this Current Report on Form 8-K to provide selected segment information that reflect changes in our reportable segments related to the changes in our organizational structure.
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:
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Exhibit No. | | Description | | | |
99.1 |
| | Selected segment information for the fiscal quarters ended January 31, 2012, 2013 and 2014, April 30, 2012, 2013 and 2014, July 31, 2012, 2013 and 2014 and October 31, 2012, 2013, 2014 and fiscal years ended October 31, 2012, 2013 and 2014. |
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.
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| AGILENT TECHNOLOGIES, INC. |
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| By: | /s/ Michael Tang |
| Name: | Michael Tang |
| Title: | Vice President, Assistant General Counsel and |
| | Assistant Secretary |
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Date: January 12, 2015 | |
EXHIBIT INDEX
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Exhibit No. | | Description | | | |
99.1 |
| | Selected segment information for the fiscal quarters ended January 31, 2012, 2013 and 2014, April 30, 2012, 2013 and 2014, July 31, 2012, 2013 and 2014 and October 31, 2012, 2013, 2014 and fiscal years ended October 31, 2012, 2013 and 2014. |
Exhibit 99.1
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AGILENT TECHNOLOGIES, INC. |
LIFE SCIENCES AND APPLIED MARKETS GROUP |
(Unaudited) |
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| | | | | | | | | | | |
(In millions, except margins data) | | 2014 |
| | | Q1 | | Q2 | | Q3 | | Q4 | | Total |
| Orders | | $ | 489 |
| | $ | 502 |
| | $ | 527 |
| | $ | 620 |
| | $ | 2,138 |
|
| | | | | | | | | | | |
| Net revenue | | $ | 537 |
| | $ | 495 |
| | $ | 507 |
| | $ | 539 |
| | $ | 2,078 |
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| | | | | | | | | | | |
| Gross margin | | 56.2 | % | | 54.4 | % | | 55.2 | % | | 57.1 | % | | 55.8 | % |
| | | | | | | | | | | |
| Income from operations | | $ | 105 |
| | $ | 71 |
| | $ | 84 |
| | $ | 109 |
| | $ | 369 |
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| | | | | | | | | | | |
| Operating margin % | | 19.6 | % | | 14.2 | % | | 16.5 | % | | 20.2 | % | | 17.7 | % |
| | | | | | | | | | | |
| Segment Assets | | $ | 2,184 |
| | $ | 2,189 |
| | $ | 2,195 |
| | $ | 2,209 |
| | |
| | | | | | | | | | | |
| | | 2013 |
| | | Q1 | | Q2 | | Q3 | | Q4 | | Total |
| Orders | | $ | 483 |
| | $ | 497 |
| | $ | 485 |
| | $ | 580 |
| | $ | 2,045 |
|
| | | | | | | | | | | |
| Net revenue | | $ | 511 |
| | $ | 508 |
| | $ | 489 |
| | $ | 527 |
| | $ | 2,035 |
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| | | | | | | | | | | |
| Gross margin | | 54.2 | % | | 53.2 | % | | 52.6 | % | | 55.3 | % | | 53.9 | % |
| | | | | | | | | | | |
| Income from operations | | $ | 83 |
| | $ | 79 |
| | $ | 72 |
| | $ | 104 |
| | $ | 338 |
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| Operating margin % | | 16.2 | % | | 15.6 | % | | 14.7 | % | | 19.8 | % | | 16.6 | % |
| | | | | | | | | | | |
| Segment Assets | | $ | 2,154 |
| | $ | 2,177 |
| | $ | 2,160 |
| | $ | 2,193 |
| | |
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| | | 2012 |
| | | Q1 | | Q2 | | Q3 | | Q4 | | Total |
| Orders | | $ | 507 |
| | $ | 505 |
| | $ | 472 |
| | $ | 544 |
| | $ | 2,028 |
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| | | | | | | | | | | |
| Net revenue | | $ | 517 |
| | $ | 498 |
| | $ | 496 |
| | $ | 506 |
| | $ | 2,017 |
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| Gross margin | | 54.3 | % | | 52.2 | % | | 52.2 | % | | 55.5 | % | | 53.6 | % |
| | | | | | | | | | | |
| Income from operations | | $ | 92 |
| | $ | 63 |
| | $ | 75 |
| | $ | 97 |
| | $ | 327 |
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| Operating margin % | | 17.7 | % | | 12.7 | % | | 15.1 | % | | 19.1 | % | | 16.2 | % |
| | | | | | | | | | | |
| Segment Assets | | $ | 2,191 |
| | $ | 2,202 |
| | $ | 2,225 |
| | $ | 2,264 |
| | |
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, charges related to the amortization of intangibles, the impact of restructuring charges, acquisition and integration costs, NMR business exit costs and pre-separation costs.
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.
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.
Historical amounts have been reclassified to conform with current period presentation.
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AGILENT TECHNOLOGIES, INC. |
DIAGNOSTICS AND GENOMICS GROUP |
(Unaudited) |
|
(In millions, except margins data) | | 2014 |
| | | Q1 | | Q2 | | Q3 | | Q4 | | Total |
| Orders | | $ | 156 |
| | $ | 175 |
| | $ | 169 |
| | $ | 171 |
| | $ | 671 |
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| Net revenue | | $ | 157 |
| | $ | 168 |
| | $ | 166 |
| | $ | 172 |
| | $ | 663 |
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| Gross margin | | 58.3 | % | | 57.8 | % | | 55.7 | % | | 54.0 | % | | 56.4 | % |
| | | | | | | | | | | |
| Income from operations | | $ | 19 |
| | $ | 26 |
| | $ | 22 |
| | $ | 26 |
| | $ | 93 |
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| Operating margin % | | 12.3 | % | | 15.2 | % | | 13.5 | % | | 14.9 | % | | 14.0 | % |
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| Segment Assets | | $ | 2,872 |
| | $ | 2,887 |
| | $ | 2,882 |
| | $ | 2,887 |
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| | | 2013 |
| | | Q1 | | Q2 | | Q3 | | Q4 | | Total |
| Orders | | $ | 159 |
| | $ | 155 |
| | $ | 151 |
| | $ | 179 |
| | $ | 644 |
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| Net revenue | | $ | 153 |
| | $ | 157 |
| | $ | 157 |
| | $ | 168 |
| | $ | 635 |
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| Gross margin | | 59.8 | % | | 61.4 | % | | 58.9 | % | | 60.1 | % | | 60.1 | % |
| | | | | | | | | | | |
| Income from operations | | $ | 18 |
| | $ | 24 |
| | $ | 23 |
| | $ | 30 |
| | $ | 95 |
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| Operating margin % | | 12.1 | % | | 15.2 | % | | 14.8 | % | | 17.9 | % | | 15.0 | % |
| | | | | | | | | | | |
| Segment Assets | | $ | 2,833 |
| | $ | 2,845 |
| | $ | 2,866 |
| | $ | 2,883 |
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| | | 2012 |
| | | Q1 | | Q2 | | Q3 (a) | | Q4 | | Total |
| Orders | | $ | 62 |
| | $ | 58 |
| | $ | 102 |
| | $ | 151 |
| | $ | 373 |
|
| | | | | | | | | | | |
| Net revenue | | $ | 59 |
| | $ | 67 |
| | $ | 97 |
| | $ | 153 |
| | $ | 376 |
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| Gross margin | | 58.9 | % | | 62.6 | % | | 60.3 | % | | 62.4 | % | | 61.3 | % |
| | | | | | | | | | | |
| Income from operations | | $ | 5 |
| | $ | 12 |
| | $ | 14 |
| | $ | 27 |
| | $ | 58 |
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| Operating margin % | | 7.9 | % | | 18.3 | % | | 14.0 | % | | 17.6 | % | | 15.3 | % |
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| Segment Assets | | $ | 378 |
| | $ | 377 |
| | $ | 2,649 |
| | $ | 2,597 |
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(a) Our third quarter results include the acquisition of Dako which was completed on June 21, 2012.
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, charges related to the amortization of intangibles, the impact of restructuring charges, acquisition and integration costs and pre-separation costs.
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.
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.
Historical amounts have been reclassified to conform with current period presentation.
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AGILENT TECHNOLOGIES, INC. |
AGILENT CROSSLAB GROUP |
(Unaudited) |
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(In millions, except margins data) | | 2014 |
| | | Q1 | | Q2 | | Q3 | | Q4 | | Total |
| Orders | | $ | 334 |
| | $ | 354 |
| | $ | 321 |
| | $ | 353 |
| | $ | 1,362 |
|
| | | | | | | | | | | |
| Net revenue | | $ | 314 |
| | $ | 325 |
| | $ | 336 |
| | $ | 332 |
| | $ | 1,307 |
|
| | | | | | | | | | | |
| Gross margin | | 48.5 | % | | 47.9 | % | | 49.1 | % | | 48.5 | % | | 48.5 | % |
| | | | | | | | | | | |
| Income from operations | | $ | 69 |
| | $ | 70 |
| | $ | 84 |
| | $ | 78 |
| | $ | 301 |
|
| | | | | | | | | | | |
| Operating margin % | | 22.0 | % | | 21.5 | % | | 24.9 | % | | 23.6 | % | | 23.0 | % |
| | | | | | | | | | | |
| Segment Assets | | $ | 988 |
| | $ | 1,008 |
| | $ | 1,019 |
| | $ | 1,031 |
| | |
| | | | | | | | | | | |
| | | 2013 |
| | | Q1 | | Q2 | | Q3 | | Q4 | | Total |
| Orders | | $ | 319 |
| | $ | 335 |
| | $ | 290 |
| | $ | 328 |
| | $ | 1,272 |
|
| | | | | | | | | | | |
| Net revenue | | $ | 294 |
| | $ | 307 |
| | $ | 305 |
| | $ | 318 |
| | $ | 1,224 |
|
| | | | | | | | | | | |
| Gross margin | | 47.5 | % | | 48.6 | % | | 49.2 | % | | 49.4 | % | | 48.7 | % |
| | | | | | | | | | | |
| Income from operations | | $ | 62 |
| | $ | 75 |
| | $ | 79 |
| | $ | 83 |
| | $ | 299 |
|
| | | | | | | | | | | |
| Operating margin % | | 21.2 | % | | 24.2 | % | | 25.8 | % | | 26.1 | % | | 24.4 | % |
| | | | | | | | | | | |
| Segment Assets | | $ | 967 |
| | $ | 974 |
| | $ | 958 |
| | $ | 971 |
| | |
| | | | | | | | | | | |
| | | 2012 |
| | | Q1 | | Q2 | | Q3 | | Q4 | | Total |
| Orders | | $ | 297 |
| | $ | 321 |
| | $ | 277 |
| | $ | 301 |
| | $ | 1,196 |
|
| | | | | | | | | | | |
| Net revenue | | $ | 281 |
| | $ | 292 |
| | $ | 285 |
| | $ | 292 |
| | $ | 1,150 |
|
| | | | | | | | | | | |
| Gross margin | | 47.0 | % | | 46.8 | % | | 47.5 | % | | 48.8 | % | | 47.5 | % |
| | | | | | | | | | | |
| Income from operations | | $ | 57 |
| | $ | 57 |
| | $ | 64 |
| | $ | 70 |
| | $ | 248 |
|
| | | | | | | | | | | |
| Operating margin % | | 20.4 | % | | 19.5 | % | | 22.3 | % | | 24.0 | % | | 21.6 | % |
| | | | | | | | | | | |
| Segment Assets | | $ | 977 |
| | $ | 974 |
| | $ | 972 |
| | $ | 980 |
| | |
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, charges related to the amortization of intangibles, the impact of restructuring charges, acquisition and integration costs and pre-separation costs.
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.
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.
Historical amounts have been reclassified to conform with current period presentation.
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