8-K

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): May 14, 2014

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 (408) 345-8886

(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:

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 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 May 14, 2014, Agilent Technologies, Inc. (the “Company”) issued its press release announcing financial results for the second fiscal quarter ended April 30, 2014.  A copy of this press release is attached as Exhibit 99.1.

We provide non-GAAP financial information in order to provide meaningful supplemental information regarding our operational performance and to enhance our investors’ overall understanding of our core current financial performance and our prospects for the future.  We believe that our investors benefit from seeing our 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, we have reported similar non-GAAP information to our investors and believe that the inclusion of comparative numbers provides consistency in our 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 our GAAP results are correctly stated but does not use them to measure the ongoing operating performance of the Company.  The non-GAAP information we provide 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 second fiscal quarter ended April 30, 2014

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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/ Michael Tang
	Name:	Michael Tang
	Title:	Vice President, Assistant General Counsel and
		Assistant Secretary
Date: May 14, 2014

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release announcing financial results for the second fiscal quarter ended April 30, 2014

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EX-99.1

Exhibit 99.1

EDITORIAL CONTACT:             

Amy Flores                        

+1 408 345 8194

amy_flores@agilent.com

INVESTOR CONTACT:

Alicia Rodriguez

+1 408 345 8948

alicia_rodriguez@agilent.com

Agilent Technologies Reports Second-Quarter 2014 Results

Highlights:

• GAAP net income of $150 million, or $0.45 per share

• Non-GAAP net income of $244 million, or $0.72 per share⁽¹⁾ 

• Orders of $1.81 billion and revenues of $1.73 billion

• Third-quarter fiscal year 2014 revenue guidance of $1.74 billion to $1.76 billion, and non-GAAP earnings guidance of $0.72 to $0.74 per share⁽²⁾

• Fiscal year 2014 revenue guidance of $6.90 billion to $7.10 billion. Non-GAAP earnings guidance at $2.96 to $3.16 per share⁽²⁾ 

• Keysight Technologies common stock is expected to be listed on the NYSE, with the ticker symbol KEYS.

SANTA CLARA, Calif., May 14, 2014 - Agilent Technologies Inc. (NYSE: A) today reported orders of $1.81 billion, up 7 percent over one year ago, for the second fiscal quarter ended April 30, 2014, and revenues of $1.73 billion, flat compared with one year ago. Second-quarter GAAP net income was $150 million, or $0.45 per share. Last year’s second-quarter GAAP net income was $166 million, or $0.48 per share.

During the second quarter, Agilent had intangible amortization of $51 million, pre-separation costs of $41 million, integration and transformation costs of $10 million, and a tax benefit of $10 million. Excluding these items and $2 million of other net costs, Agilent reported second-quarter adjusted net income of $244 million, or $0.72 per share⁽¹⁾.

Agilent President and CEO Bill Sullivan said, “We delivered on our commitments this past quarter with solid order growth, and revenues and earnings in the mid-range of our forecasted guidance. Looking ahead, we are well positioned as we move into the second half.”

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Electronic Measurement second-quarter revenues were down 2 percent compared with the prior year. Operating margins were 20 percent. In connection with its planned spinoff from Agilent, Keysight Technologies expects its common stock to trade on the New York Stock Exchange, with the ticker symbol KEYS.

Chemical Analysis revenues were up 3 percent compared with a year ago, led by growth in food and energy markets. Operating margins were 22 percent.

Life Sciences and Diagnostics revenues were up 1 percent over a year ago, led by pharma and diagnostics/clinical markets. Operating margins were 13 percent.

Agilent generated $325 million of cash from operations in the quarter. Second-quarter ROIC was 16 percent⁽³⁾.

Third-quarter 2014 revenues are expected to be in the range of $1.74 billion to $1.76 billion. Third-quarter non-GAAP earnings are expected to be in the range of $0.72 to $0.74 per share⁽²⁾.

For the full fiscal year 2014, Agilent expects revenue of $6.90 billion to

$7.10 billion and non-GAAP earnings of $2.96 to $3.16 per share⁽²⁾.

About Agilent Technologies

Agilent Technologies Inc. (NYSE: A) is the world’s premier measurement company and a technology leader in chemical analysis, life sciences, diagnostics, electronics and communications. The company’s 20,600 employees serve customers in more than 100 countries. Agilent had revenues of $6.8 billion in fiscal 2013. Information about Agilent is available at www.agilent.com.

On Sept. 19, 2013, Agilent announced plans to separate into two publicly traded companies through a tax-free spinoff of its electronic measurement business. The new company is named Keysight Technologies, Inc. The separation is expected to be completed in early November 2014.

Agilent’s management will present more details about its second-quarter FY2014 financial results on a conference call with investors today at 1:30 p.m. PDT. This event will be webcast live in listen-only mode. Listeners may log on at www.investor.agilent.com and select “Q2 2014 Agilent Technologies Inc. Earnings Conference Call” in the “News & Events Calendar of Events” section. The webcast will remain available on the company’s website for 90 days.

Additional information regarding financial results can be found at www.investor.agilent.com by selecting “Financial Results” in the “Financial Information” section.

A telephone replay of the conference call will be available at approximately 4:30 p.m. (Pacific Time) today through May 21. The replay number is (855) 859-2056, or for international, dial (404) 537-3406; enter passcode 20495852.

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 separation of the electronic

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measurement business; future revenues, earnings and profitability; the future demand for the company’s products and services; customer expectations; and revenue and non-GAAP earnings guidance for the third quarter and full fiscal year 2014. 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 our customers’ businesses; unforeseen changes in the demand for current and new products, technologies, and services; customer purchasing decisions and timing, and the risk that we are 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 our cost-cutting initiatives will impair our ability to develop products and remain competitive and to operate effectively; the impact of geopolitical uncertainties and global economic conditions on our operations, our markets and our ability to conduct business; the ability to improve asset performance to adapt to changes in demand; the ability of our 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; and other risks detailed in Agilent’s filings with the Securities and Exchange Commission, including our Quarterly Report on Form 10-Q for the quarter ended Jan. 31, 2014. 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⁾ Non-GAAP net income and non-GAAP net income per share exclude primarily the impacts of acquisition and integration costs, pre-separation costs, transformation initiatives and restructuring costs, and non-cash intangibles amortization. We also exclude any tax benefits that are not directly related to ongoing operations and which are either isolated or cannot be 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 6 of the attached tables along with additional information regarding the use of this non-GAAP measure.

⁽²⁾ Non-GAAP earnings per share as projected for Q3FY14 and full fiscal year 2014 excludes primarily the impacts of acquisition and integration costs, pre-separation costs, future restructuring costs, asset impairment charges, and non-cash intangibles amortization. We also exclude any tax benefits that are not directly related to ongoing operations and which are either isolated or cannot be 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. Therefore, no reconciliation to GAAP amounts has been provided. Future amortization of intangibles is expected to be approximately $50 million per quarter.

⁽³⁾ Return on invested capital (ROIC) is a non-GAAP measure and is defined as income from operations less other (income) expense and taxes, annualized, divided by the average of the two most recent quarter-end balances of assets less net current liabilities. The reconciliation of ROIC can be found on page 8 of the attached tables, along with additional information regarding the use of this non-GAAP measure.

NOTE TO EDITORS: Further technology, corporate citizenship and executive news is available on the Agilent news site at www.agilent.com/go/news.

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AGILENT TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(In millions, except per share amounts)

(Unaudited)

PRELIMINARY

	Three Months Ended
	April 30,						Percent
	2014			2013			Inc/(Dec)
Orders	$	1,812		$	1,688		7%
Net revenue	$	1,731		$	1,732		—
Costs and expenses:
Cost of products and services	832			841			(1)%
Research and development	176			181			(3)%
Selling, general and administrative	513			497			3%
Total costs and expenses	1,521			1,519			—
Income from operations	210			213			(1)%
Interest income	2			1			100%
Interest expense	(30		)	(25		)	20%
Other income (expense), net	4			9			(56)%
Income before taxes	186			198			(6)%
Provision for income taxes	36			32			13%
Net income	$	150		$	166		(10)%
Net income per share:
Basic	$	0.45		$	0.48
Diluted	$	0.45		$	0.48
Weighted average shares used in computing net income per share:
Basic	333			345
Diluted	337			349
Cash dividends declared per common share	$	0.13		$	—

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

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AGILENT TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(In millions, except per share amounts)

(Unaudited)

PRELIMINARY

	Six Months Ended
	April 30,						Percent
	2014			2013			Inc/(Dec)
Orders	$	3,490		$	3,398		3%
Net revenue	$	3,410		$	3,412		—
Costs and expenses:
Cost of products and services	1,628			1,641			(1)%
Research and development	353			360			(2)%
Selling, general and administrative	1,001			981			2%
Total costs and expenses	2,982			2,982			—
Income from operations	428			430			—
Interest income	4			3			33%
Interest expense	(59		)	(50		)	18%
Other income (expense), net	4			10			(60)%
Income before taxes	377			393			(4)%
Provision for income taxes	32			48			(33)%
Net income	$	345		$	345		—%
Net income per share:
Basic	$	1.04		$	1.00
Diluted	$	1.02		$	0.98
Weighted average shares used in computing net income per share:
Basic	333			346
Diluted	338			351
Cash dividends declared per common share	$	0.26		$	0.22

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

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AGILENT TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(In millions)

(Unaudited)

PRELIMINARY

	Three Months Ended						Six Months Ended
	April 30,						April 30,
	2014			2013			2014			2013
Net Income	$	150		$	166		$	345		$	345
Other comprehensive income (loss), net of tax:
Unrealized gain (loss) on investments	3			(2		)	—			1
Unrealized gain (loss) on derivative instruments	1			5			(1		)	11
Amounts reclassified into earnings related to derivative instruments	—			(4		)	—			(5		)
Foreign currency translation	88			(111		)	33			(55		)
Net defined benefit pension cost and post retirement plan costs:
Amortization of actuarial net loss	12			16			25			30
Amortization of net prior service benefit	(8		)	(8		)	(16		)	(16		)
Other comprehensive income (loss)	96			(104		)	41			(34		)
Total comprehensive income	$	246		$	62		$	386		$	311

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

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AGILENT TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEET

(In millions, except par value and share amounts)

(Unaudited)

PRELIMINARY

	April 30, 2014			October 31, 2013
ASSETS
Current assets:
Cash and cash equivalents	$	2,950		$	2,675
Accounts receivable, net	903			899
Inventory	1,100			1,066
Other current assets	424			343
Total current assets	5,377			4,983
Property, plant and equipment, net	1,139			1,134
Goodwill	3,067			3,047
Other intangible assets, net	825			916
Long-term investments	133			139
Other assets	485			467
Total assets	$	11,026		$	10,686
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	481		$	432
Employee compensation and benefits	406			401
Deferred revenue	470			439
Other accrued liabilities	355			330
Total current liabilities	1,712			1,602
Long-term debt	2,693			2,699
Retirement and post-retirement benefits	261			294
Other long-term liabilities	720			802
Total liabilities	5,386			5,397
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; 605 million shares at April 30, 2014 and 602 million shares at October 31, 2013, issued	6			6
Treasury stock at cost; 272 million shares at April 30, 2014 and 269 million shares at October 31, 2013	(9,757		)	(9,607		)
Additional paid-in-capital	8,861			8,723
Retained earnings	6,395			6,073
Accumulated other comprehensive income	132			91
Total stockholders' equity	5,637			5,286
Non-controlling interest	3			3
Total equity	5,640			5,289
Total liabilities and equity	$	11,026		$	10,686

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

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AGILENT TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(In millions)

(Unaudited)

PRELIMINARY

	Three Months Ended			Six Months Ended
	April 30,			April 30,
	2014			2014
Cash flows from operating activities:
Net income	$	150		$	345
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
Depreciation and amortization	97			193
Share-based compensation	22			58
Excess tax benefit from share-based plans	—			(3		)
Excess and obsolete inventory and inventory related charges	12			23
Other non-cash expenses, net	2			8
Changes in assets and liabilities:
Accounts receivable	(43		)	(3		)
Inventory	(23		)	(56		)
Accounts payable	45			44
Employee compensation and benefits	66			4
Other assets and liabilities	(3		)	(94		)
Net cash provided by operating activities (a)	325			519
Cash flows from investing activities:
Investments in property, plant and equipment	(53		)	(98		)
Proceeds from sale of property, plant and equipment	2			2
Loan to Equity method investment	(4		)	(4		)
Acquisition of businesses and intangible assets, net of cash acquired	—			(2		)
Net cash used in investing activities	(55		)	(102		)
Cash flows from financing activities:
Issuance of common stock under employee stock plans	22			95
Treasury stock repurchases	(50		)	(150		)
Payment of dividends	(44		)	(88		)
Excess tax benefit from share-based plans	—			3
Net cash used in financing activities	(72		)	(140		)
Effect of exchange rate movements	10			(2		)
Net increase in cash and cash equivalents	208			275
Cash and cash equivalents at beginning of period	2,742			2,675
Cash and cash equivalents at end of period	$	2,950		$	2,950
(a) Cash payments included in operating activities:
Restructuring payments	$	7		$	18
Income tax payments, net	$	8		$	34

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

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AGILENT TECHNOLOGIES, INC.

NON-GAAP NET INCOME AND DILUTED EPS RECONCILIATIONS

(In millions, except per share amounts)

(Unaudited)

PRELIMINARY

	Three Months Ended												Six Months Ended
	April 30,												April 30,
	2014			Diluted EPS			2013			Diluted EPS			2014			Diluted EPS			2013			Diluted EPS
GAAP Net income	$	150		$	0.45		$	166		$	0.48		$	345		$	1.02		$	345		$	0.98
Non-GAAP adjustments:
Restructuring and other related costs	—			—			55			0.16			(4		)	(0.01		)	55			0.16
Asset impairments and write-downs	—			—			1			—			—			—			2			0.01
Intangible amortization	51			0.15			51			0.15			102			0.30			103			0.29
Transformational initiatives	8			0.02			3			0.01			11			0.03			6			0.02
Acquisition and integration costs	2			0.01			6			0.02			9			0.03			16			0.05
Pre-separation costs	41			0.12			—			—			61			0.18			—			—
Other	2			0.01			5			0.01			3			0.01			9			0.03
Adjustment for taxes (a)	(10		)	(0.04		)	(18		)	(0.06		)	(57		)	(0.17		)	(45		)	(0.14		)
Non-GAAP Net Income	$	244		$	0.72		$	269		$	0.77		$	470		$	1.39		$	491		$	1.40

(a)         The adjustment for taxes excludes tax benefits that management believes are not directly related to ongoing operations and which are either isolated or cannot be expected to occur again with any regularity or predictability. For the three and six months ended April 30, 2014, management uses a non-GAAP effective tax rate of 16%, respectively, that we believe to be indicative of on-going operations.

Historical amounts are reclassified to conform with current presentation.

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 the amortization of intangibles, the impact of restructuring charges, acquisition and integration costs and pre-separation costs. Some of the exclusions, such as impairments, may be beyond the control of management. Further, some may be less predictable than revenue derived from our core businesses (the day to day business of selling our products and services). These reasons provide the basis for management's belief that the measures are useful.

Pre-separation costs include all incremental expenses incurred by Agilent in order to effect the separation, through the planned early November distribution date. They also include the cost of all the new FY14 hires required to operate two separate companies. The intent is to only include in non-GAAP expenses what would have been incurred if we had no plan to spin-off Keysight.

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 and restructuring charges 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.

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AGILENT TECHNOLOGIES, INC.

SEGMENT INFORMATION

(In millions, except where noted)

(Unaudited)

PRELIMINARY

Life Sciences and Diagnostics

	Q2'14			Q2'13			Q1'14
Orders	$	598		$	579		$	564
Revenues	$	577		$	571		$	591
Gross Margin, %	53		%	54		%	56		%
Income from Operations	$	76		$	89		$	100
Segment Assets	$	4,306		$	4,257		$	4,287
Return On Invested Capital (a), %	7		%	8		%	9		%

Chemical Analysis

	Q2'14			Q2'13			Q1'14
Orders	$	432		$	408		$	415
Revenues	$	411		$	401		$	417
Gross Margin, %	52		%	51		%	52		%
Income from Operations	$	90		$	89		$	94
Segment Assets	$	1,778		$	1,739		$	1,757
Return On Invested Capital (a) , %	20		%	20		%	21		%

Electronic Measurement

	Q2'14			Q2'13			Q1'14
Orders	$	782		$	701		$	699
Revenues	$	743		$	760		$	671
Gross Margin, %	56		%	57		%	56		%
Income from Operations	$	148		$	156		$	102
Segment Assets	$	1,976		$	2,019		$	1,929
Return On Invested Capital (a), %	35		%	38		%	24		%

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.

(a) Return On Invested Capital is a non-GAAP measure and is defined as income from operations less other (income) expense and taxes, annualized, divided by the average of the two most recent quarter-end balances of assets less net current liabilities. The reconciliation of ROIC can be found on page 8 of these tables, along with additional information regarding the use of this non-GAAP measure.

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 segment information is estimated based on our current information.

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AGILENT TECHNOLOGIES, INC.

RECONCILIATION OF ROIC

(In millions)

(Unaudited)

PRELIMINARY

	LDG			CAG			EMG			Agilent				LDG			CAG			EMG			Agilent				LDG			CAG			EMG
	Q2'14			Q2'14			Q2'14			Q2'14				Q2'13			Q2'13			Q2'13			Q2'13				Q1'14			Q1'14			Q1'14
Numerator:
Non-GAAP income from operations	$	76		$	90		$	148		$	314			$	89		$	89		$	156		$	334			$	100		$	94		$	102
Less:
Taxes and Other (income)/expense	11			14			23			48				12			13			22			47				16			15			16
Segment return	65			76			125			266			(a)	77			76			134			287			(a)	84			79			86
Segment return annualized	$	260		$	304		$	500		$	1,064			$	308		$	304		$	536		$	1,148			$	336		$	316		$	344
Denominator:
Segment assets(b)	$	4,306		$	1,778		$	1,976		$	8,060			$	4,257		$	1,739		$	2,019		$	8,015			$	4,287		$	1,757		$	1,929
Less:
Net current liabilities(c)	462			281			573			1,308				426			253			572			1,250				413			249			508
Invested capital	$	3,844		$	1,497		$	1,403		$	6,752			$	3,831		$	1,486		$	1,447		$	6,765			$	3,874		$	1,508		$	1,421
Average invested capital	$	3,859		$	1,503		$	1,412		$	6,777			$	3,834		$	1,484		$	1,430		$	6,752			$	3,864		$	1,503		$	1,441
ROIC	7		%	20		%	35		%	16		%		8		%	20		%	38		%	17		%		9		%	21		%	24		%

.

ROIC calculation:(annualized current quarter segment return)/(average of the two most recent quarter-end balances of Segment Invested Capital)

(a)   Agilent return is equal to non-GAAP net income of $244 million plus net interest expense after tax of $22 million for Q2'14, and $269 million plus net interest expense after tax of $18 million for Q2'13. Please see "Non-GAAP Net Income and Diluted EPS Reconciliations" for a reconciliation of non-GAAP net income to GAAP net income.

(b)   Segment assets consist of inventory, accounts receivable, property plant and equipment, gross goodwill and other intangibles, deferred taxes and allocated corporate assets.

(c)   Includes accounts payable, employee compensation and benefits, deferred revenue, certain other accrued liabilities and allocated corporate liabilities.

Return on Invested Capital (ROIC) is a non-GAAP measure that management believes provides useful supplemental information for management and the investor. ROIC is a tool by which we track how much value we are creating for our shareholders. Management uses ROIC as a performance measure for our businesses, and our senior managers' compensation is linked to ROIC improvements as well as other performance criteria. We believe that ROIC provides our management with a means to analyze and improve their business, measuring segment profitability in relation to net asset investments. We acknowledge that ROIC may not be calculated the same way by every company. When we complete major acquisitions, we may adjust invested capital for the relevant segment in the quarter when the acquisition occurred. We compensate for this limitation by monitoring and providing to the reader a full GAAP income statement and balance sheet.

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 reconciliation of ROIC is estimated based on our current information.

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