EX-99.2 4 exhibit992.htm EXHIBIT 99.2 Exhibit 99.2


Exhibit 99.2
 
UNAUDITED PRO FORMA CONDENSED COMBINED CONSOLIDATED FINANCIAL INFORMATION
 
On June 21, 2012, pursuant to the terms of a share purchase agreement (the “Share Purchase Agreement”) among Agilent Technologies, Inc., a Delaware corporation (“Agilent”), Agilent Technologies Europe B.V., a limited liability company incorporated under the laws of The Netherlands and a direct, wholly-owned subsidiary of Agilent (“Agilent Europe”), and Delphi S.a.r.l., a Luxembourg private limited liability company that is ultimately controlled by EQT V Limited (“Delphi”), Agilent Europe completed its acquisition of 100% of the share capital of Dako A/S, a limited liability company incorporated under the laws of Denmark (“Dako”), for a cash enterprise value of approximately $2,144 million, subject to a post-closing working capital and net debt adjustment.  Following the completion of the acquisition, Dako is a wholly owned subsidiary of Agilent Europe.

 The acquisition has been accounted for in conformity with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification 805, Business Combinations (“ASC 805”). Accordingly, the consideration payment of $2,144 million has been allocated on a preliminary basis to assets acquired and net liabilities assumed in connection with the acquisition based on their estimated fair values as of the completion of the acquisition.  These allocations reflect preliminary estimates that were available at the time of the preparation of this Current Report on Form 8-K/A and are subject to change once finalized.

The following unaudited pro forma condensed combined consolidated financial statements reflect the acquisition of Dako using the acquisition method of accounting. The pro forma adjustments are based upon available information and assumptions that Agilent believes are reasonable. The pro forma adjustments are preliminary and have been prepared to illustrate the estimated effect of the acquisition. Differences between these preliminary estimates (for example estimates as to the value of acquired property, plant and equipment as well as intangible assets) and the final acquisition accounting will occur and these differences could have a material impact on the accompanying unaudited pro forma condensed combined consolidated financial statements and the combined companies’ future results of operations and financial position.

The unaudited pro forma condensed combined consolidated statement of operations for the year ended October 31, 2011, the six months ended April 30, 2012 and the nine months ended July 31, 2012, illustrate the effect of the acquisition of Dako as if it had occurred on November 1, 2010. The unaudited pro forma condensed combined consolidated statement of operations for the year ended October 31, 2011 combines the historical audited statement of operations of Agilent for the year ended October 31, 2011 and Dako's historical statement of earnings for the year ended December 31, 2011. The unaudited pro forma condensed combined consolidated statement of operations for the six months ended April 30, 2012 combines the historical unaudited statement of operations of Agilent for the six months ended April 30, 2012 and Dako's historical unaudited statement of earnings for the six months ended March 31, 2012. The unaudited pro forma condensed combined consolidated statement of operations for the nine months ended July 31, 2012 combines the historical unaudited statement of operations of Agilent for the nine months ended July 31, 2012 (including Dako from June 22, 2012) and Dako's historical unaudited statement of earnings for the eight months ended May 31, 2012. The unaudited statement of earnings for the fourth quarter of Dako's calendar reporting period, October 1, 2011 to December 31, 2011, is included in twelve months ended December 31, 2011 and in the six and eight months ended March 31, 2012 and May 31, 2012. In the three months ended December 31, 2011, Dako reported net revenue of $95 million and a net loss of $29 million.

The unaudited pro forma condensed combined consolidated balance sheet as of April 30, 2012 is presented as if our acquisition of Dako had occurred on April 30, 2012, combining the historical unaudited balance sheet of Agilent at April 30, 2012 and the historical unaudited balance sheet of Dako at March 31, 2012.

The historical consolidated financial information has been adjusted to give effect to pro forma events that are (i) directly attributable to the acquisition, (ii) factually supportable, and (iii) with respect to the statements of operations, expected to have a continuing impact on the combined results of the companies. These unaudited pro forma condensed combined consolidated financial statements are prepared by management for informational purposes only in accordance with Article 11 of Securities and Exchange Commission Regulation S-X and are not necessarily indicative of future results or of actual results that would have been achieved had the acquisition been consummated as of the dates presented, and should not be taken as representative of future consolidated operating results of Agilent. The unaudited pro forma condensed combined consolidated financial statements do not reflect any operating efficiencies and/or cost savings that Agilent may achieve, or any additional expenses or costs of integration that it may incur, with respect to the combined companies as such adjustments are not factually supportable at this point in time. The detailed assumptions used to prepare the pro forma financial information are contained in the notes to the unaudited pro forma condensed combined consolidated financial statements, and such assumptions should be reviewed in their entirety.
 

1



Agilent’s fiscal year ended October 31, 2011 and does not differ from Dako's fiscal year ended December 31, 2011 by more than 93 days. As such the Securities and Exchange Commission (“SEC’) rules allow a combined presentation of these reporting periods for the purpose of pro forma financial information.
 
Agilent’s quarter ended April 30, 2012 does not differ from Dako's quarter ended March 31, 2012 by more than 93 days. As such the SEC rules allow a combined presentation of these reporting periods for the purpose of pro forma financial information.
 
The unaudited pro forma condensed combined consolidated financial statements have been developed from the following sources with the following unaudited adjustments:

U.S. Generally Accepted Accounting Principles (“U.S. GAAP”) financial information for Agilent has been extracted without adjustments from: (i) Agilent's audited consolidated statement of operations for the year ended October 31, 2011, contained in Agilent's Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on December 16, 2011; (ii) Agilent's unaudited consolidated statement of operations for the six months ended April 30, 2012, and Agilent's unaudited consolidated balance sheet as of April 30, 2012, both contained in Agilent's Quarterly Report on Form 10-Q filed with the SEC on June 4, 2012; and (iii) Agilent's unaudited consolidated statement of operations for the nine months ended July 31, 2012 on Form 10-Q filed with the SEC on September 5, 2012.

International Financial Reporting Standards as issued by the International Accounting Standards Board (“IASB”) financial information for Dako has been extracted without adjustment from: (i) Dako's consolidated statement of income for the year ended December 31, 2011, contained in this Form 8-K/A; and (ii) Dako's unaudited consolidated statement of income for the three months ended December 31, 2011, the three months ended March 31, 2012 and the two months ended May 31, 2012 and Dako's unaudited consolidated balance sheet as of March 31, 2012, both received from Dako management. These financial statements were originally prepared using Danish Krone ("DKK") as the reporting currency, and have been translated into U.S. dollars ("USD") in the pro forma financial information using the methodology and the exchange rates noted below. Certain adjustments have been made to convert the Dako's IFRS financial information to U.S. GAAP and to align Dako's accounting policies with Agilent's U.S. GAAP accounting policies. The basis of these adjustments is explained in the notes to the pro forma financial information.

Dako translated its historical financial information into DKK based upon the requirements of IFRS. Based upon its review of Dako's historical financial statements and understanding of the differences between U.S. GAAP and IFRS, Agilent is not aware of any further adjustments that it would need to make to Dako's historical financial statements relating to foreign currency translation. The pro forma adjustments in the Pro Forma Financial Information have been translated from DKK to USD using historic exchanges rates. The average exchange rates applicable to Dako during the periods presented for the pro forma income statements and the period end exchange rate for the pro forma balance sheet are as follows: 
 
 
 
 
DKK/USD

Year ended December 31, 2011    
 
Average Spot Rate
 
5.30921

Period ended March 31, 2012    
 
Average Spot Rate
 
     5.55179

March 31, 2012    
 
Period End Spot Rate
 
   5.57800

Period ended May 31, 2012
 
Average Spot Rate
 
5.56366

        
The pro forma financial information should be read in conjunction with:

the accompanying notes to the pro foma financial information;

the audited consolidated financial statements of Agilent for the year ended October 31, 2011 and the related notes thereto, the unaudited consolidated financial statements of Agilent for the six months ended April 30, 2012 and related notes thereto; the unaudited consolidated financial statements of Agilent for the nine months ended July 31, 2012; and

the audited consolidated financial statements of Dako as of and for the year ended December 31, 2011 and the related notes thereto, included in this Form 8-K/A.





2



AGILENT TECHNOLOGIES, INC.
PRO FORMA CONDENSED COMBINED CONSOLIDATED BALANCE SHEET
 (in millions)
(unaudited)
 
 
Agilent
 
Dako
 
 
 
 
 
 
 
 
April 30, 2012
 
March 31, 2012 (note 6)
 
Pro forma
Adjustments (note 5)
 
 
 
Pro forma
Combined
ASSETS
 
 

 
 

 
 

 
 
 
 

Current assets:
 
 

 
 

 
 

 
 
 
 

Cash and cash equivalents
 
$
3,896

 
$
6

 
$
(2,144
)
 
[A]
 
$
1,758

Accounts receivable, net
 
909

 
97

 

 
 
 
1,006

Inventory
 
947

 
58

 
33

 
[B]
 
1,038

Other current assets
 
258

 
7

 

 
 
 
265

 
 
 

 
 
 
 
 
 
 

Total current assets
 
6,010

 
168

 
(2,111
)
 
 
 
4,067

Property, plant and equipment, net
 
996

 
124

 
16

 
[C]
 
1,136

Goodwill
 
1,597

 
599

 
805

 
[D]
 
3,001

Other intangible assets, net
 
394

 
589

 
149

 
[E]
 
1,132

Long-term investments
 
111

 

 

 
 
 
111

Other assets
 
305

 
10

 

 
 
 
315

Total assets
 
$
9,413

 
$
1,490

 
$
(1,141
)
 
 
 
$
9,762

LIABILITIES AND EQUITY
 
 

 
 

 
 

 
 
 
 

Current liabilities:
 
 

 
 

 
 

 
 
 
 

Accounts payable
 
$
457

 
$
20

 
$

 
 
 
$
477

Employee compensation and benefits
 
396

 
18

 

 
 
 
414

Deferred revenue
 
423

 

 

 
 
 
423

Short-term debt
 
251

 
13

 
(13
)
 
[G]
 
251

Other accrued liabilities
 
308

 
54

 
13

 
[F]
 
389

 
 
 

 
 

 
14

 
[F]
 
 

Total current liabilities
 
1,835

 
105

 
14

 
 
 
1,954

Long-term debt
 
1,926

 
773

 
(730
)
 
[G]
 
1,969

Retirement and post-retirement benefits
 
281

 

 

 
 
 
281

Other long-term liabilities
 
646

 
162

 
52

 
[H]
 
860

Total liabilities
 
4,688

 
1,040

 
(664
)
 
 
 
5,064

Total equity:
 
 

 
 

 
 

 
 
 
 

Stockholders’ equity:
 
 

 
 

 
 

 
 
 
 

Preferred stock
 

 

 

 
 
 

Common stock
 
6

 
19

 
(19
)
 
[F]
 
6

Treasury stock at cost
 
(8,612
)
 

 

 
 
 
(8,612
)
Additional paid-in-capital
 
8,354

 

 

 
 
 
8,354

Retained earnings
 
4,906

 
436

 
(436
)
 
[F]
 
4,879

 
 
 

 

 
(13
)
 
[F]
 


 
 
 
 
 
 
(14
)
 
[F]
 
 
Accumulated other comprehensive income (loss)
 
68

 
(5
)
 
5

 
[F]
 
68

Total stockholder’s equity
 
4,722

 
450

 
(477
)
 
 
 
4,695

Non-controlling interest
 
3

 

 

 
 
 
3

Total equity
 
4,725

 
450

 
(477
)
 
 
 
4,698

Total liabilities and equity
 
$
9,413

 
$
1,490

 
$
(1,141
)
 
 
 
$
9,762

The accompanying notes are an integral part of the unaudited pro forma condensed combined consolidated financial statements.

3



AGILENT TECHNOLOGIES, INC.
 PRO FORMA CONDENSED COMBINED CONSOLIDATED STATEMENT OF OPERATIONS
 (in millions, except per share amounts)
 (unaudited)
 
 
 
Agilent
 
Dako
 
 
 
 
 
 
 
 
Year ended
 
 
 
 
 
 
 
 
October 31, 2011
 
December 31, 2011 (note 6)
 
Pro forma
Adjustments (note 5)
 
 
 
Pro forma
Combined
Net revenue
 
$
6,615

 
$
361

 
$

 
 
 
$
6,976

 
 
 
 
 
 
 
 
 
 


Total costs
 
3,086

 
126

 
44

 
[I]
 
3,256

Research and development
 
649

 
51

 

 
 
 
700

Selling, general and administrative
 
1,809

 
155

 
28

 
[I]
 
1,992

Total costs and expenses
 
5,544

 
332

 
72

 
 
 
5,948

Income from operations
 
1,071

 
29

 
(72
)
 
 
 
1,028

Interest income
 
14

 

 
(2
)
 
[K]
 
12

Interest expense
 
(86
)
 
(53
)
 
46

 
[L]
 
(93
)
Other income (expense), net
 
33

 
(14
)
 
12

 
[M]
 
31

Income (loss) before taxes
 
1,032

 
(38
)
 
(16
)
 
 
 
978

Provision for income taxes
 
20

 
5

 
(4
)
 
[P]
 
21

Net income (loss)
 
$
1,012

 
$
(43
)
 
$
(12
)
 
 
 
$
957

Net income per share — basic:
 
$
2.92

 
$

 
$

 
 
 
$
2.76

Net income per share — diluted:
 
$
2.85

 
$

 
$

 
 
 
$
2.70

Weighted average shares used in computing income per share:
 
 

 
 
 
 

 
 
 
 

Basic
 
347

 

 

 
 
 
347

Diluted
 
355

 

 

 
 
 
355

 
The accompanying notes are an integral part of the unaudited pro forma condensed combined consolidated financial statements.

























4



AGILENT TECHNOLOGIES, INC.
PRO FORMA CONDENSED COMBINED CONSOLIDATED STATEMENT OF OPERATIONS
 (in millions, except per share amounts)
(unaudited)
 
 
 
Agilent
 
Dako
 
 
 
 
 
 
 
 
Six Months Ended
 
 
 
 
 
 
 
 
April 30, 2012
 
March 31, 2012 (note 6)
 
Pro forma
Adjustments (note 5)
 
 
 
Pro forma
Combined
Net revenue
 
$
3,368

 
$
183

 
$

 
 
 
$
3,551

 
 
 
 
 
 
 
 
 
 
 
Total costs
 
1,576

 
66

 
21

 
[I]
 
1,663

Research and development
 
328

 
24

 

 
 
 
352

Selling, general and administrative
 
893

 
76

 
15

 
[I]
 
984

Total costs and expenses
 
2,797

 
166

 
36

 
 
 
2,999

Income from operations
 
571

 
17

 
(36
)
 
 
 
552

Interest income
 
5

 

 
(1
)
 
[K]
 
4

Interest expense
 
(51
)
 
(24
)
 
20

 
[L]
 
(55
)
Other income (expense), net
 
24

 
(8
)
 
6

 
[M]
 
22

Income (loss) before taxes
 
549

 
(15
)
 
(11
)
 
 
 
523

Provision for income taxes
 
64

 
8

 
(3
)
 
[P]
 
69

Net income (loss)
 
$
485

 
$
(23
)
 
$
(8
)
 
 
 
$
454

Net income per share — basic:
 
$
1.39

 
$

 
$

 
 
 
$
1.30

Net income per share — diluted:
 
$
1.37

 
$

 
$

 
 
 
$
1.29

Weighted average shares used in computing income per share:
 
 

 
 
 
 

 
 
 
 

Basic
 
348

 

 

 
 
 
348

Diluted
 
353

 

 

 
 
 
353

Cash dividends declared per common share
 
$
0.10

 
$

 
$

 
 
 
$
0.10


The accompanying notes are an integral part of the unaudited pro forma condensed combined consolidated financial statements.























5



AGILENT TECHNOLOGIES, INC.
PRO FORMA CONDENSED COMBINED CONSOLIDATED STATEMENT OF OPERATIONS
 (in millions, except per share amounts)
 (unaudited)
 
 
 
Agilent
 
Dako
 
 
 
 
 
 
 
 
Nine Months Ended
 
Eight Months Ended
 
 
 
 
 
 
 
 
July 31,2012
 
May 31,2012 (note 6)
 
Pro forma
Adjustments (note 5)
 
 
 
Pro forma
Combined
Net revenue
 
$
5,091

 
$
242

 
$

 
 
 
$
5,333

 
 
 
 
 
 
 
 
 
 
 
Total costs
 
2,409

 
87

 
29

 
[I]
 
2,515

 
 
 
 
 
 
(10
)
 
[O]
 
 
Research and development
 
490

 
37

 

 
 
 
527

Selling, general and administrative
 
1,351

 
100

 
19

 
[I]
 
1,457

 
 
 
 
 
 
(13
)
 
[J]
 
 
Total costs and expenses
 
4,250

 
224

 
25

 
 
 
4,499

Income from operations
 
841

 
18

 
(25
)
 
 
 
834

Interest income
 
7

 

 
(1
)
 
[K]
 
6

Interest expense
 
(75
)
 
(32
)
 
27

 
[L]
 
(80
)
Other income (expense), net
 
14

 
(44
)
 
40

 
[M]
 
24

 
 
 
 
 
 
14

 
[N]
 
 
Income (loss) before taxes
 
787

 
(58
)
 
55

 
 
 
784

Provision for income taxes
 
59

 
3

 
15

 
[P]
 
77

Net income (loss)
 
$
728

 
$
(61
)
 
$
40

 
 
 
$
707

Net income per share — basic:
 
$
2.09

 
$

 
$

 
 
 
$
2.03

Net income per share — diluted:
 
$
2.06

 
$

 
$

 
 
 
$
2.00

Weighted average shares used in computing income per share:
 
 

 
 
 
 

 
 
 
 

Basic
 
348

 

 

 
 
 
348

Diluted
 
353

 

 

 
 
 
353

Cash dividends declared per common share
 
$
0.20

 
$

 
$

 
 
 
$
0.20


The accompanying notes are an integral part of the unaudited pro forma condensed combined consolidated financial statements.



 













6



Agilent Technologies, Inc.
 
Notes to Unaudited Pro Forma Condensed Combined Consolidated Financial Statements

1.     Background
 
On June 21, 2012, we completed our acquisition of Dako, a Denmark-based cancer diagnostic company. Dako provides antibodies, reagents, scientific instruments and software primarily to customers in pathology laboratories to raise the standards for fast and accurate diagnostic answers for cancer patients. Dako also collaborates with a number of major pharmaceutical companies to develop new potential pharmacodiagnostics, also called companion diagnostics, which may be used to identify patients most likely to benefit from a specific targeted therapy.

We expect to realize revenue synergies, leverage and expand the existing sales channels and product development resources, and utilize the assembled workforce. The company also anticipates opportunities for growth through expanded geographic and customer segment diversity and the ability to leverage additional products and capabilities. These factors, among others, contributed to a purchase price in excess of the estimated fair value of Dako's net identifiable assets acquired, and, as a result, we have recorded goodwill in connection with this transaction.

2.     Basis of Pro Forma Presentation
 
 The unaudited pro forma condensed combined consolidated statement of operations for the year ended October 31, 2011, the six months ended April 30, 2012 and the nine months ended July 31, 2012, illustrate the effect of the acquisition of Dako, as discussed in Note 3, as if it had occurred on November 1, 2010. The unaudited pro forma condensed combined consolidated statement of operations for the year ended October 31, 2011 combines the historical audited statement of operations of Agilent for the year ended October 31, 2011 and Dako's historical statement of earnings for the year ended December 31, 2011. The unaudited pro forma condensed combined consolidated statement of operations for the six months ended April 30, 2012 combines the historical unaudited statement of operations of Agilent for the six months ended April 30, 2012 and Dako's historical unaudited statement of earnings for the six months ended March 31, 2012. The unaudited pro forma condensed combined consolidated statement of operations for the nine months ended July 31, 2012 combines the historical unaudited statement of operations of Agilent for the nine months ended July 31, 2012 (including Dako from June 22, 2012) and Dako's historical unaudited statement of earnings for the eight months ended May 31, 2012. The unaudited statement of earnings for the fourth quarter of Dako's calendar reporting period, October 1, 2011 to December 31, 2011, is included in twelve months ended December 31, 2011 and in the six and eight months ended March 31, 2012 and May 31, 2012. In the three months ended December 31, 2011, Dako reported net revenue of $95 million and a net loss of $29 million.

The unaudited pro forma condensed combined consolidated balance sheet as of April 30, 2012 is presented as if our acquisition of Dako had occurred on April 30, 2012, combining the historical unaudited balance sheet of Agilent at April 30, 2012 and the historical unaudited balance sheet of Dako at March 31, 2012.

Our acquisition of Dako has been accounted for in conformity with ASC 805 and uses the fair value concepts defined in Accounting Standards Codification 820, Fair Value Measurements and Disclosures (“ASC 820-10”). ASC 805 requires, among other things, that most assets acquired and liabilities assumed in an acquisition be recognized at their fair values as of the acquisition date and requires that fair value be measured based on the principles in ASC 820-10. ASC 820-10 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. ASC 820-10 also requires that a fair value measurement reflect the assumptions market participants would use in pricing an asset or liability based on the best information available.
 
Under ASC 805, acquisition-related transaction costs (e.g., professional fees for legal, accounting, tax, due diligence, valuation and other related services, etc.) are not included as a component of consideration transferred, but are accounted for as expenses in the periods in which the costs are incurred.  Total acquisition-related transaction costs incurred by Agilent after April 30, 2012 were approximately $27 million and are reflected in these unaudited pro forma condensed combined consolidated financial statements as a decrease to retained earnings and an increase to liabilities.
 
3.     Summary of Significant Accounting Policies

The pro forma condensed combined consolidated information has been compiled in a manner consistent with the accounting policies adopted by Agilent. Adjustments were made for the differences between IFRS and U.S. GAAP, as set out further in Note 6, together with adjustments arising as part of acquisition accounting. Apart from these adjustments, the accounting policies of Dako were not deemed to be materially different from those adopted by Agilent.

7




4. Purchase Price Allocation
 
The following table summarizes the preliminary allocation of the purchase price of $2,144 million to the estimated fair values of the assets acquired and liabilities assumed on the closing date of June 21, 2012 as if the acquisition had occurred on April 30, 2012 (in millions).
 
Cash and cash equivalents
$
6

Accounts receivable
97

Inventories
91

Other current assets
7

Property, plant and equipment
140

Intangible assets
738

Other assets
10

Goodwill
1,404

Total assets acquired
2,493

Accounts payable
(20
)
Employee compensation and benefits
(18
)
Other accrued liabilities
(54
)
Long-term debt
(43
)
Other long-term liabilities
(214
)
Net assets acquired
$
2,144


The identifiable intangible assets of $738 million consist of $287 million of acquired developed product technology, $140 million of customer relationships, $183 million of in-process research and development and $128 million of tradename. These intangible assets will be amortized over their expected useful lives from 4 to 12 years. The estimated goodwill reflected on this pro forma balance sheet is calculated as if the transaction had occurred as of the pro forma balance sheet date and therefore, will be different from the preliminary estimated goodwill reflected above based on the net assets acquired at closing. The goodwill recorded in connection with this transaction is not deductible for income tax purposes.

The amounts above are considered preliminary and are subject to change once Agilent receives certain information it believes is necessary to finalize its determination of the fair value of assets acquired and liabilities assumed under the acquisition method. Thus these amounts are subject to refinement, and additional adjustments to record fair value of all assets acquired and liabilities assumed may be required.
 
5. Pro forma financial statement adjustments
 
The following pro forma adjustments are included in our unaudited pro forma condensed combined consolidated financial statements:
 
[A] To reflect $2,144 million of cash paid in connection with the acquisition of Dako by Agilent.
[B] To adjust Dako's inventory to an estimated fair value of $91 million.
[C] To adjust Dako's property, plant and equipment to an estimated fair value of $140 million.
[D] To eliminate Dako's historical goodwill of $599 million and record the preliminary estimate of goodwill for our acquisition of Dako of $1,404 million.
[E] To eliminate Dako's historical intangible assets, net, of $589 million and record the preliminary estimate of intangible assets for our acquisition of Dako of $738 million.
[F] To eliminate $450 million of Dako's historical shareholders’ equity and to reflect the $13 million of non-recurring acquisition-related transaction costs and $14 million of non-recurring currency loss on derivatives contracts incurred by Agilent after April 30 2012 and recorded as an increase to liabilities and a decrease to retained earnings.
[G] To eliminate $743 million of Dako's outstanding short-term and long-term debt repaid on acquisition.
[H] To eliminate Dako's historical deferred tax liability of $147 million associated with its historical intangible assets and record the preliminary estimate of $199 million.
[I] To record the difference in amortization of the preliminary fair value and historical amount of Dako's intangible assets, net as follows:

8



 
 
 
 
Estimated
Useful Life
 
Pro forma
amortization
for the six
months
ended
 
Pro forma
amortization
for the eight
months
ended
 
Pro forma
amortization for
the year ended
($ in millions)
 
Intangible Asset
 
 
 
April 30, 2012
 
May 31, 2012
 
October 31, 2011
Developed product technology
 
$
287

 
8 - 9 years

 
$
25

 
$
34

 
$
51

Customer relationships
 
140

 
4 years

 
18

 
23

 
35

In – Process R&D
 
183

 

 

 

 

Tradename
 
128

 
12 years

 
5

 
7

 
11

 
 
$
738

 
 

 
 
 
 
 
 
Less amortization related to Dako's pre-existing intangible assets
 
 

 
 

 
(12
)
 
(16
)
 
(25
)
Pro forma adjustment
 
 

 
 

 
$
36

 
$
48

 
$
72

 
[J] To eliminate non recurring acquisition related transaction costs of $13 million in the nine months ended July 31, 2012.
[K] To record the estimated decrease interest income of $2 million for the year ended October 31, 2011 and $1 million for both the six and nine months ended April 30, 2012 and July 31, 2012 at the average yield of 0.09 percent due to the reduction in cash used for the acquisition.
[L] To record the estimated decrease in Dako's net interest expense as a result of the repayment of debt of $46 million for the year ended December 31, 2011, $20 million for the six months ended March 31, 2012 and $27 million in the eight months ended May 31, 2012.
[M] To record an estimated decrease in currency losses associated with U.S. dollar denominated debt as a result of repayment. Currency losses decreased by $12 million for the year ended December 31, 2011, $6 million for the six months ended March 31, 2012 and $40 million for the eight months ended May 31, 2012.
[N] To eliminate the $14 million of currency loss on derivatives contracts entered into for the acquisition purchase price.
[O] To eliminate $10 million of inventory fair value adjustment amortized in the nine months ended July 31, 2012.
[P] To record the tax effect of the pro forma adjustments calculated at the applicable blended statutory rate of 27%.


9



6. Reconciliation of Dako historical condensed combined consolidated financial statements from IFRS to US GAAP
The historical financial statements of Dako are prepared in accordance with IFRS as issued by IASB. IFRS is similar to US GAAP except as shown below in the unaudited reconciliation below in millions:
Consolidated statement of operations:
 
 
 
For the year ended December 31, 2011
 
For the six months ended March 31, 2012
 
 
(in millions)
 
 
Under IFRS
(in DKK)
 
Under IFRS
(in USD)
 
Adjustments
to reconcile to
US GAAP/Agilent Presentation
(in USD)
 
 
 
Under US
GAAP
(in USD)
 
Under IFRS
(in DKK)
 
Under IFRS
(in USD)
 
Adjustments
to reconcile to
US GAAP/Agilent Presentation
(in USD)
 
 
 
Under US
GAAP
(in USD)
Net revenue
 
1,918

 
361

 

 
 
 
361

 
1,014

 
183

 

 
 
 
183

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Total costs
 
650

 
122

 
4

 
[a]
 
126

 
350

 
63

 
3

 
[a]
 
66

Research and development
 
182

 
34

 
(4
)
 
[a]
 
51

 
90

 
16

 
(3
)
 
[b]
 
24

 
 
 
 
 
 
21

 
[b]
 
 
 
 
 
 
 
11

 
[b]
 
 
Selling, general and administrative
 
802

 
152

 
3

 
[c]
 
155

 
420

 
76

 

 
 
 
76

Total costs and expenses
 
1,634

 
308

 
24

 
 
 
332

 
860

 
155

 
11

 
 
 
166

Income from operations
 
284

 
53

 
(24
)
 
  
 
29

 
154

 
28

 
(11
)
 
  
 
17

Financial income
 
2

 

 

 
 
 
 
 
305

 
55

 
(55
)
 
[d]
 

Financial expense
 
(346
)
 
(65
)
 
65

 
[d]
 
 
 
(467
)
 
(84
)
 
84

 
[d]
 

Interest income
 

 

 

 
 
 

 

 

 

 
 
 

Interest expense
 

 

 
(53
)
 
[d]
 
(53
)
 

 

 
(24
)
 
[d]
 
(24
)
Other income (expense), net
 
(12
)
 
(2
)
 
(12
)
 
[d]
 
(14
)
 
(16
)
 
(3
)
 
(5
)
 
[d]
 
(8
)
Income before taxes
 
(72
)
 
(14
)
 
(24
)
 
 
 
(38
)
 
(24
)
 
(4
)
 
(11
)
 
 
 
(15
)
Provision for income taxes
 
61

 
11

 
(6
)
 
[e]
 
5

 
53

 
10

 
(2
)
 
[e]
 
8

Net income
 
(133
)
 
(25
)
 
(18
)
 
 
 
(43
)
 
(77
)
 
(14
)
 
(9
)
 
 
 
(23
)















10



Consolidated statement of operations:

 
 
For the eight months ended May 31, 2012
 
 
 
(in millions)
 
 
 
Under IFRS
(in DKK)
 
Under IFRS
(in USD)
 
Adjustments
to reconcile to
US GAAP/Agilent Presentation
(in USD)
 
 
 
Under US
GAAP
(in USD)
 
Net revenue
 
1,346

 
242

 

 
 
 
242

 
 
 
 
 
 
 
 
 
 
 
 
 
Total costs
 
461

 
83

 
4

 
[a]
 
87

 
Research and development
 
122

 
22

 
(4
)
 
[a]
 
37

 
 
 
 
 
 
 
19

 
[b]
 
 
 
Selling, general and administrative
 
560

 
100

 

 
 
 
100

 
Total costs and expenses
 
1,143

 
205

 
19

 
 
 
224

 
Income from operations
 
203

 
37

 
(19
)
 
 
 
18

 
Financial income
 
29

 
5

 
(5
)
 
[d]
 

 
Financial expense
 
(427
)
 
(77
)
 
77

 
[d]
 

 
Interest income
 

 

 

 
 
 
 
 
Interest expense
 

 

 
(32
)
 
[d]
 
(32
)
 
Other income (expense), net
 
(21
)
 
(4
)
 
(40
)
 
[d]
 
(44
)
 
Income before taxes
 
(216
)
 
(39
)
 
(19
)
 
 
 
(58
)
 
Provision for income taxes
 
42

 
8

 
(5
)
 
[e]
 
3

 
Net income
 
(258
)
 
(47
)
 
(14
)
 
 
 
(61
)
 




























11



Consolidated balance sheet:

 
 
As of March 31, 2012
 
 
(in millions)
 
 
Under IFRS
(in DKK)
 
Under IFRS
(in USD)
 
Adjustments
to reconcile to
US GAAP/Agilent Presentation
(in USD)
 
 
 
Under US
GAAP
(in USD)
ASSETS
 
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
 
35

 
6

 

 
 
 
6

Accounts receivable, net
 
539

 
97

 

 
 
 
97

Inventory
 
322

 
58

 

 
 
 
58

Other current assets
 
42

 
7

 

 
 
 
7

Total current assets
 
938

 
168

 

 
 
 
168

Property, plant and equipment, net
 
692

 
124

 
 
 
 
 
124

Goodwill
 
3,338

 
599

 

 
 
 
599

Other intangible assets, net
 
3,583

 
642

 
(53
)
 
[b]
 
589

Other assets
 
53

 
10

 

 
 
 
10

Total assets
 
8,604

 
1,543

 
(53
)
 
 
 
1,490

 
 
 
 
 
 
 
 
 
 
 
LIABILITIES AND EQUITY
 
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
 
Accounts payable
 
111

 
20

 

 
 
 
20

Employee compensation and benefits
 
100

 
18

 

 
 
 
18

Short-term debt
 
72

 
13

 

 
 
 
13

Other accrued liabilities
 
299

 
54

 

 
 
 
54

Total current liabilities
 
582

 
105

 

 
 
 
105

Long-term debt
 
4,311

 
773

 

 
 
 
773

Other long-term liabilities
 
978

 
175

 
(13
)
 
[e]
 
162

Total liabilities
 
5,871

 
1,053

 
(13
)
 
 
 
1,040

Total equity:
 
 
 
 
 
 
 
 
 
 
Stockholders’ equity:
 
 
 
 
 
 
 
 
 
 
Preferred stock
 

 

 

 
 
 

Common stock
 
105

 
19

 

 
 
 
19

Additional paid-in-capital
 

 

 

 
 
 

Retained earnings
 
2,656

 
476

 
(40
)
 
[f]
 
436

Accumulated other comprehensive income
 
(28
)
 
(5
)
 

 
 
 
(5
)
Total stockholder’s equity
 
2,733

 
490

 
(40
)
 
 
 
450

Non-controlling interest
 

 

 

 
 
 

Total equity
 
2,733

 
490

 
(40
)
 
 
 
450

Total liabilities and equity
 
8,604

 
1,543

 
(53
)
 
 
 
1,490












12



Certain balances were reclassified from the Dako financial statements so that their presentation would be consistent with Agilent. Dako's reporting currency for its historical financial information is the DKK. The U.S. GAAP financial information has been translated from DKK to USD using historic average exchange rates applicable to Dako during the periods presented for the Pro Forma Income Statements and the period end exchange rate for the Pro Forma Balance Sheet.

[a] Research and Development Costs

Research and development costs have been reclassified to cost of goods sold in accordance with Agilent accounting policy. Therefore an adjustment has been made in the U.S GAAP statement of operations of $4 million for the year ended December 31, 2011, $3 million for the six months ended March 31, 2012 and $4 million for the eight months ended May 31, 2012.

[b] Development Costs
Under IFRS, Dako capitalized development costs of new products, new product versions and technologies with significant enhancements in accordance with International Accounting Standard ("IAS") 38, "Intangible Assets". Agilent's policy is to expense such costs as incurred in accordance with ASC 730, "Research and Development". Therefore an adjustment has been made in the U.S. GAAP balance sheet of $53 million to eliminate certain intangible assets, as of March 31, 2012, and adjustments of $21 million, $11 million and $19 million in the U.S. GAAP statement of operations for the year ended December 31, 2011, the six months ended March 31, 2012 and the eight months ended May 31, 2012, respectively, to expense these development costs to research and development as incurred.

[c] Restructuring Costs

An adjustment has been made in the statement of operations for the year ended December 31, 2011 in respect of accrued restructuring costs for $3 million for termination payments for which there was a timing difference in recognition between IAS 37, "Provisions, Contingent Liabilities and Contingent Assets" and Agilent accounting policy.

[d] Reclassification of financial income and financial expense

Adjustments have been made to reclassify financial income and financial expense to interest income, interest expense and other income (expense), net in accordance with Agilent accounting policy.

[e] Income taxes

Adjustments to current and deferred taxes have been recorded at the statutory rate of 25 percent in effect during the periods for which the U.S. GAAP income statements are presented. A reduction in the deferred tax liability of $13 million was recorded to the adjustments presented in the U.S. GAAP balance sheet. Income tax expense of $6 million, $2 million and $5 million was recorded in the consolidated statement of operations for the year ended December 31, 2011, the six months ended March 31, 2012 and the eight months ended May 31, 2012, respectively with respect to the adjustments presented in the U.S. GAAP statements of operations.

[f] Equity

The $40 million adjustment relates to the impact of U.S. GAAP balance sheet adjustments to retained earnings.



13