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

Date of Report (Date of earliest event reported): February 22, 2022

AGILENT TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

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

5301 Stevens Creek Boulevard, Santa Clara, CA 95051

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code (800) 227-9770

(Former name or former address, if changed since last report.)

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:

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

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

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

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

Securities registered pursuant to Section 12(b) of the Act:

TITLE OF EACH CLASS		NAME OF EACH EXCHANGE ON WHICH REGISTERED
COMMON STOCK, 0.01 PAR VALUE	A		New York Stock Exchange

All values are in US Dollars.

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 ☐

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. ☐

Item 2.02. Results of Operations and Financial Condition.

The information in this Item 2.02 of Form 8-K and Exhibit 99.1 attached hereto is furnished 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.

On February 22, 2022, Agilent Technologies, Inc. (the “Company”) issued its press release announcing financial results for the first fiscal quarter ended January 31, 2022. A copy of this press release is attached as Exhibit 99.1.

The Company provides non-GAAP financial information in order to provide meaningful supplemental information regarding its operational performance and to enhance its investors’ overall understanding of its core current financial performance and its prospects for the future. The Company believes that its investors benefit from seeing its results “through the eyes” of management in addition to the GAAP presentation. Management measures segment and enterprise performance using measures such as those that are disclosed in this release. This information facilitates management’s internal comparisons to the Company’s historical operating results and comparisons to competitors’ operating results. Non-GAAP information allows for greater transparency to supplemental information used by management in its financial and operations decision making. Historically, the Company has reported similar non-GAAP information to its investors and believes that the inclusion of comparative numbers provides consistency in its financial reporting.

This information is not in accordance with, or an alternative for, generally accepted accounting principles in the United States. It excludes items, such as restructuring and amortization, that may have a material effect on the Company’s expenses and earnings per share calculated in accordance with GAAP. Management monitors these items to ensure that expenses are in line with expectations and that the Company's GAAP results are correctly stated but does not use them to measure the ongoing operating performance of the Company. The non-GAAP information the Company provides may be different from the non-GAAP information provided by other companies.

Additional explanation of non-GAAP information is provided in Exhibit 99.1.

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	Press release announcing financial results for the first fiscal quarter ended January 31, 2022
104	Cover page interactive data file (embedded within the Inline XBRL document)

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 <br>and Assistant Secretary
Date: February 22, 2022

Document

Exhibit 99.1

Agilent Reports First-Quarter Fiscal Year 2022 Financial Results

Strong Start to 2022; Raising Full-Year Guidance

Highlights:

•Revenue of $1.67 billion represents 8% reported growth; and up 9% on a core(1) basis.

•GAAP net income of $283 million with earnings per share (EPS) of $0.93, flat from the first quarter of 2021.

•Non-GAAP(2) net income of $368 million with EPS of $1.21, up 14% from the first quarter of 2021.

•Full year revenue is expected to be in the range of $6.67 billion to $6.73 billion, representing reported growth of 5.6% to 6.5%, and core(1) growth of 7.0% to 8.0%. Fiscal year 2022 non-GAAP(3) EPS is increased to an estimated range of $4.80 to $4.90 per share.

•Second-quarter revenue expected to be in the range of $1.595 billion to $1.625 billion with non-GAAP(3) EPS of $1.10 to $1.12.

SANTA CLARA, Calif., Feb. 22, 2022 — Agilent Technologies Inc. (NYSE: A) today reported revenue of $1.67 billion for the first quarter ended Jan. 31, 2022, an increase of 8% compared to the first quarter of 2021 and up 9% on a core(1) basis.

On a GAAP basis, first-quarter net income was $283 million, or $0.93 per share. This compares with $288 million, or $0.93 per share, in the first quarter of fiscal year 2021. Non-GAAP(2) net income was $368 million, or $1.21 per share during the quarter, compared with $328 million or $1.06 per share during the first quarter a year ago.

“In the first quarter, we continued our momentum and the Agilent team again delivered results that exceeded expectations,” said Mike McMullen, Agilent president and CEO. “Building on our first quarter results, combined with a strong order book, we are raising our full year outlook, increasing our core growth and non-GAAP EPS expectations. The Agilent portfolio and team have never been stronger. I’m confident we will continue our outstanding execution for the remainder of the year.”

Financial Highlights

In the first quarter of 2022, Agilent implemented certain changes to its segment reporting structure. Prior period segment information has been recast to reflect these changes. These changes have no impact on Agilent’s consolidated financial statements.

Life Sciences and Applied Markets Group

First-quarter revenue of $976 million from Agilent’s Life Sciences and Applied Markets Group (LSAG) grew a reported 6% year over year (up 7% on a core(1) basis). LSAG’s operating margin for the quarter was 28.9%.

Agilent CrossLab Group

The Agilent CrossLab Group (ACG) reported first-quarter revenue of $359 million, a year over year increase of 8% (up 10% on a core(1) basis). ACG’s operating margin for the quarter was 25.2%.

Diagnostics and Genomics Group

The Diagnostics and Genomics Group (DGG) reported first-quarter revenue of $339 million, a year over year increase of 15% (up 14% on a core(1) basis). DGG’s operating margin for the quarter was 20.1%.

Full Year and Second-Quarter Outlook

Agilent has increased its full year outlook and now expects revenue of $6.67 billion to $6.73 billion for fiscal year 2022, representing reported growth of 5.6% to 6.5%, and resulting in an increase in core(1) growth to a range of 7.0% to 8.0%. Fiscal year 2022 non-GAAP(3) EPS is increased to an estimated range of $4.80 to $4.90.

The outlook for fiscal 2022 second-quarter revenue is expected to be in a range of $1.595 billion to $1.625 billion. Fiscal second-quarter non-GAAP(3) earnings guidance is in a range of $1.10 to $1.12 per share.

The outlook is based on Jan. 31, 2022, currency exchange rates.

Conference Call

Agilent’s management will present additional details regarding the company’s first-quarter 2022 financial results on a conference call with investors today at 1:30 p.m. PST. This event will be broadcast live online in listen-only mode. To listen to the webcast, select the “Q1 2022 Agilent Technologies Inc. Earnings Conference Call” link on the Agilent Investor Relations website. The webcast will remain on the company site for 90 days.

About Agilent Technologies

Agilent Technologies Inc. (NYSE: A) is a global leader in the life sciences, diagnostics, and applied chemical markets, delivering insight and innovation that advance the quality of life. Agilent’s full range of solutions includes instruments, software, services, and expertise that provide trusted answers to our customers' most challenging questions. The company generated revenue of $6.32 billion in fiscal 2021 and employs 17,000 people worldwide. Information about Agilent is available at www.agilent.com. To receive the latest Agilent news, subscribe to the Agilent Newsroom. Follow Agilent on LinkedIn, Twitter and Facebook.

Forward-Looking Statements

This news release contains forward-looking statements as defined in the Securities Exchange Act of 1934 and is subject to the safe harbors created therein. The forward-looking statements contained herein include, but are not limited to, information regarding Agilent’s growth prospects, business, financial results, revenue, and non-GAAP earnings guidance for Q2 and fiscal year 2022 and future amortization of intangibles. These forward-looking statements involve risks and uncertainties that could cause Agilent’s results to differ materially from management’s current expectations. Such risks and uncertainties include, but are not limited to, unforeseen changes in the strength of Agilent’s customers’ businesses; unforeseen changes in the demand for current and new products, technologies, and services; unforeseen changes in the currency markets; customer purchasing decisions and timing, and the risk that Agilent is not able to realize the savings expected from integration and restructuring activities. In addition, other risks that Agilent faces in running its operations include the ability to execute successfully through business cycles; the ability to meet and achieve the benefits of its cost-reduction goals and otherwise successfully adapt its cost structures to continuing changes in business conditions; ongoing competitive, pricing and gross-margin pressures; the risk that its cost-cutting initiatives will impair its ability to develop products and remain competitive and to operate effectively; the impact of geopolitical uncertainties and global economic conditions on its operations, its markets and its ability to conduct business; the ability to improve asset performance to adapt to changes in demand; the ability of its supply chain to adapt to changes in demand; the ability to successfully introduce new products at the right time, price and mix; the ability of Agilent to successfully integrate recent acquisitions; the ability of Agilent to successfully comply with certain complex regulations; the adverse impacts of and risks posed by the COVID-19 pandemic and other risks detailed in Agilent’s filings with the Securities and Exchange Commission, including its annual report on Form 10-K for the fiscal year ended October 31, 2021. Forward-looking statements are based on the beliefs and assumptions of Agilent’s management and on currently available information. Agilent undertakes no responsibility to publicly update or revise any forward-looking statement.

(1) Core revenue growth excludes the impact of currency and acquisitions and divestitures within the past 12 months. Core revenue is a non-GAAP measure. Reconciliations between GAAP revenue and core revenue for Q1 fiscal year 2022 are set forth on page 6 of the attached tables along with additional information regarding the use of this non-GAAP measure. Core revenue growth rate as projected for Q2 fiscal year 2022 and full fiscal year 2022 excludes the impact of currency and acquisitions and divestitures within the past 12 months. Most of the excluded amounts pertain to events that have not yet occurred and are not currently possible to estimate with a reasonable degree of accuracy and could differ materially. Therefore, no reconciliation to GAAP amounts has been provided for the projection.

(2) Non-GAAP net income and non-GAAP earnings per share primarily exclude the impacts of non-cash intangibles amortization, transformational initiatives, acquisition and integration costs, change in fair value of contingent consideration, loss on extinguishment of debt, business exit and divestiture costs and net loss on equity securities. Agilent also excludes any tax benefits or expenses that are not directly related to ongoing operations, and which are either isolated or are not expected to occur again with any regularity or predictability. A reconciliation between non-GAAP net income and GAAP net income is set forth on page 4 of the attached tables along with additional information regarding the use of this non-GAAP measure.

(3) Non-GAAP earnings per share as projected for Q2 fiscal year 2022 and full fiscal year 2022 exclude primarily the impacts of non-cash intangibles amortization, transformational initiatives, and acquisition and integration costs. Agilent also excludes any tax benefits or expenses that are not directly related to ongoing operations, and which are either isolated or are not expected to occur again with any regularity or predictability. Most of these excluded amounts pertain to events that have not yet occurred and are not currently possible to estimate with a reasonable degree of accuracy and could differ materially. Therefore, no reconciliation to GAAP amounts has been provided. Future amortization of intangibles is expected to be approximately $50 million per quarter.

# # #

Investor Contact:

Parmeet Ahuja

+1 408-345-8948

parmeet_ahuja@agilent.com

Media Contact:

Tom Beermann

+1 408-553-2914

tom.beermann@agilent.com

AGILENT TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(In millions, except per share amounts)

(Unaudited)

PRELIMINARY

	Three Months Ended
	January 31,
	2022		2021
Net revenue	$	1,674	$	1,548
Costs and expenses:
Cost of products and services	764		710
Research and development	117		103
Selling, general and administrative	417		407
Total costs and expenses	1,298		1,220
Income from operations	376		328
Interest income	1		—
Interest expense	(21)		(19)
Other income (expense), net	(37)		3
Income before taxes	319		312
Provision for income taxes	36		24
Net income	$	283	$	288
Net income per share:
Basic	$	0.94	$	0.94
Diluted	$	0.93	$	0.93
Weighted average shares used in computing net income per share:
Basic	301		306
Diluted	303		309

The preliminary income statement is estimated based on our current information.

AGILENT TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEET

(In millions, except par value and share amounts)

(Unaudited)

PRELIMINARY

	January 31,<br>2022		October 31,<br>2021
ASSETS
Current assets:
Cash and cash equivalents	$	1,113	$	1,484
Short-term investments	45		91
Accounts receivable, net	1,205		1,172
Inventory	879		830
Other current assets	232		222
Total current assets	3,474		3,799
Property, plant and equipment, net	974		945
Goodwill and other intangible assets, net	4,893		4,956
Long-term investments	191		185
Other assets	795		820
Total assets	$	10,327	$	10,705
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	475	$	446
Employee compensation and benefits	290		493
Deferred revenue	493		441
Other accrued liabilities	326		328
Total current liabilities	1,584		1,708
Long-term debt	2,730		2,729
Retirement and post-retirement benefits	206		220
Other long-term liabilities	653		659
Total liabilities	5,173		5,316
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; 300 million shares at January 31, 2022 and 302 million shares at October 31, 2021, issued and outstanding	3		3
Additional paid-in-capital	5,290		5,320
Retained earnings	159		348
Accumulated other comprehensive loss	(298)		(282)
Total stockholders' equity	5,154		5,389
Total liabilities and stockholders' equity	$	10,327	$	10,705

The preliminary balance sheet is estimated based on our current information.

AGILENT TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(In millions)

(Unaudited)

PRELIMINARY

	Three Months Ended
	January 31,
	2022		2021
Cash flows from operating activities:
Net income	$	283	$	288
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	82		76
Share-based compensation	44		40
Excess and obsolete inventory related charges	5		6
Loss on extinguishment of debt	—		5
Net loss (gain) on equity securities	47		(2)
Change in fair value of contingent consideration	3		—
Other non-cash expenses, net	—		2
Changes in assets and liabilities:
Accounts receivable, net	(46)		(31)
Inventory	(54)		(35)
Accounts payable	37		43
Employee compensation and benefits	(210)		(88)
Other assets and liabilities	64		(66)
Net cash provided by operating activities (a)	255		238
Cash flows from investing activities:
Investments in property, plant and equipment	(75)		(41)
Payment to acquire equity securities	(3)		(1)
Payment in exchange for convertible note	(1)		—
Net cash used in investing activities	(79)		(42)
Cash flows from financing activities:
Issuance of common stock under employee stock plans	27		25
Payment of taxes related to net share settlement of equity awards	(63)		(72)
Payment of dividends	(63)		(59)
Repayment of senior notes	—		(105)
Proceeds from commercial paper	240		785
Repayment of commercial paper	(240)		(546)
Treasury stock repurchases	(447)		(344)
Net cash used in financing activities	(546)		(316)
Effect of exchange rate movements	(4)		9
Net decrease in cash, cash equivalents and restricted cash	(374)		(111)
Cash, cash equivalents and restricted cash at beginning of period	1,490		1,447
Cash, cash equivalents and restricted cash at end of period	$	1,116	$	1,336
Reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheet:
Cash and cash equivalents	$	1,113	$	1,329
Restricted cash, included in other assets	3		7
Total cash, cash equivalents and restricted cash	$	1,116	$	1,336
(a) Cash payments included in operating activities:
Income tax payments, net	$	22	$	52
Interest payments	$	18	$	19

The preliminary cash flow is estimated based on our current information.

AGILENT TECHNOLOGIES, INC.

NON-GAAP NET INCOME AND DILUTED EPS RECONCILIATIONS

(In millions, except per share amounts)

(Unaudited)

PRELIMINARY

	Three Months Ended
	January 31,
	2022		Diluted<br>EPS		2021		Diluted<br>EPS
GAAP net income	$	283	$	0.93	$	288	$	0.93
Non-GAAP adjustments:
Intangible amortization	51		0.17		44		0.14
Transformational initiatives	4		0.01		11		0.04
Acquisition and integration costs	7		0.02		9		0.03
Change in fair value of contingent consideration	3		0.01		—		—
Loss on extinguishment of debt	—		—		5		0.02
Business exit and divestiture costs	—		—		1		—
Net loss on equity securities	45		0.15		—		—
Other	—		—		3		0.01
Adjustment for taxes (a)	(25)		(0.08)		(33)		(0.11)
Non-GAAP net income	$	368	$	1.21	$	328	$	1.06

(a) The adjustment for taxes excludes tax benefits that management believes are not directly related to on-going operations and which are either isolated or cannot be expected to occur again with any regularity or predictability. For the three months ended January 31, 2022, management used a non-GAAP effective tax rate of 14.25%. For the three months ended January 31, 2021, management used a non-GAAP effective tax rate of 14.75%.

We provide non-GAAP net income and non-GAAP net income per share amounts in order to provide meaningful supplemental information regarding our operational performance and our prospects for the future. These supplemental measures exclude, among other things, charges related to amortization of intangibles, transformational initiatives, acquisition and integration costs, change in fair value of contingent consideration, loss on extinguishment of debt, business exit and divestiture costs and net loss on equity securities.

Transformational initiatives include expenses associated with targeted cost reduction activities such as manufacturing transfers including costs to move manufacturing, small site consolidations, legal entity and other business reorganizations, insourcing or outsourcing of activities. Such costs may include move and relocation costs, one-time termination benefits and other one-time reorganization costs. Included in this category are also expenses associated with company programs to transform our product lifecycle management (PLM) system, human resources and financial systems.

Acquisition and integration costs include all incremental expenses incurred to effect a business combination. Such acquisition costs may include advisory, legal, accounting, valuation, and other professional or consulting fees. Such integration costs may include expenses directly related to integration of business and facility operations, the transfer of assets and intellectual property, information technology systems and infrastructure and other employee-related costs.

Change in fair value of contingent consideration represents changes in the fair value estimate of acquisition-related contingent consideration.

Loss on extinguishment of debt relates to the net loss recorded on the redemption of $100 million of the $400 million outstanding 3.2% 2022 senior notes due on October 1, 2022, called on December 22, 2020 and settled on January 21, 2021.

Business exit and divestiture costs include costs associated with business divestitures.

Net loss on equity securities relates to the realized and unrealized mark-to-market adjustments for our marketable and non-marketable equity securities.

Other includes certain legal costs and settlements, special compliance costs and acceleration of share-based compensation expense in addition to other miscellaneous adjustments.

Our management uses non-GAAP measures to evaluate the performance of our core businesses, to estimate future core performance and to compensate employees. Since management finds this measure to be useful, we believe that our investors benefit from seeing our results “through the eyes” of management in addition to seeing our GAAP results. This information facilitates our management’s internal comparisons to our historical operating results as well as to the operating results of our competitors.

Our management recognizes that items such as amortization of intangibles can have a material impact on our cash flows and/or our net income. Our GAAP financial statements including our statement of cash flows portray those effects. Although we believe it is useful for investors to see core performance free of special items, investors should understand that the excluded items are actual expenses that may impact the cash available to us for other uses. To gain a complete picture of all effects on the company’s profit and loss from any and all events, management does (and investors should) rely upon the GAAP income statement. The non-GAAP numbers focus instead upon the core business of the company, which is only a subset, albeit a critical one, of the company’s performance.

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.

The preliminary non-GAAP net income and diluted EPS reconciliation is estimated based on our current information.

AGILENT TECHNOLOGIES, INC.

SEGMENT INFORMATION

(In millions, except where noted)

(Unaudited)

PRELIMINARY

Quarter-over-Quarter

Life Sciences and Applied Markets Group

	Q1'22			Q1'21
Revenue	$	976		$	923
Gross Margin, %	60.5		%	60.3		%
Income from Operations	$	282		$	265
Operating margin, %	28.9		%	28.6		%

Diagnostics and Genomics Group

	Q1'22			Q1'21
Revenue	$	339		$	294
Gross Margin, %	52.8		%	51.6		%
Income from Operations	$	68		$	55
Operating margin, %	20.1		%	18.6		%

Agilent CrossLab Group

	Q1'22			Q1'21
Revenue	$	359		$	331
Gross Margin, %	47.5		%	46.8		%
Income from Operations	$	91		$	76
Operating margin, %	25.2		%	23.1		%

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 amortization of intangibles, transformational initiatives, acquisition and integration costs, change in fair value of contingent consideration and business exit and divestiture costs.

The preliminary segment information is estimated based on our current information.

AGILENT TECHNOLOGIES, INC.

RECONCILIATION OF REVENUE BY SEGMENT EXCLUDING

ACQUISITIONS, DIVESTITURES AND THE IMPACT OF CURRENCY ADJUSTMENTS (CORE)

(In millions)

(Unaudited)

PRELIMINARY

	Year-over-Year
	GAAP
GAAP Revenue by Segment	Q1'22		Q1'21		Year-over-Year <br>% Change
Life Sciences and Applied Markets Group	$	976	$	923	6%
Diagnostics and Genomics Group	339		294		15%
Agilent CrossLab Group	359		331		8%
Agilent	$	1,674	$	1,548	8%
	Non-GAAP <br>(excluding Acquisitions and Divestitures)					Year-over-Year at Constant Currency (a)
Non-GAAP Revenue by Segment	Q1'22		Q1'21		Year-over-Year <br>% Change	Year-over-Year % Change	Percentage Point Impact from Currency	Current Quarter Currency Impact (b)
Life Sciences and Applied Markets Group	$	976	$	923	6%	7%	-1 ppt	$	(10)
Diagnostics and Genomics Group	332		294		13%	14%	-1 ppt	(4)
Agilent CrossLab Group	359		331		8%	10%	-2 ppts	(5)
Agilent (Core)	$	1,667	$	1,548	8%	9%	-1 ppt	$	(19)

We compare the year-over-year change in revenue excluding the effect of recent acquisitions and divestitures and foreign currency rate fluctuations to assess the performance of our underlying business.

(a) The constant currency year-over-year growth percentage is calculated by recalculating all periods in the comparison period at the foreign currency exchange rates used for accounting during the last month of the current quarter, and then using those revised values to calculate the year-over-year percentage change.

(b) The dollar impact from the current quarter currency impact is equal to the total year-over-year dollar change less the constant currency year-over-year change.

The preliminary reconciliation of GAAP revenue adjusted for recent acquisitions and divestitures and impact of currency is estimated based on our current information.