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): September 3, 2024
AGILENT TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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| Delaware | | | | 001-15405 | | | | 77-0518772 | |
| (State or other jurisdiction | | (Commission | | (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:
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| TITLE OF EACH CLASS | | | TRADING SYMBOL(S) | | NAME OF EACH EXCHANGE ON WHICH REGISTERED |
| COMMON STOCK, $0.01 PAR VALUE | | | | A | | | | New York Stock Exchange | |
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 8.01. Other Events
Agilent Technologies, Inc. (the "Company") is filing this Current Report on Form 8-K for the purpose of incorporating
by reference the contents of this report in our filings under the Securities Act of 1933, as amended.
Segment Reporting Changes
As disclosed in the first quarter of fiscal year 2024, we announced a change in our operating segments to move our cell analysis business from our life sciences and applied markets segment to our diagnostics and genomics operating segment in order to further strengthen growth opportunities for both organizations. Following this reorganization, we continued to have three business segments comprised of life sciences and applied markets, diagnostics and genomics and Agilent CrossLab, each of which continued to comprise a reportable segment. All historical financial segment information has been recast to conform to this new presentation in our subsequently filed consolidated financial statements and accompanying notes. There was no change to our Agilent CrossLab business segment.
In Exhibit 99.1 to this Current Report on Form 8-K, we have recast the following items that were contained in our Annual Report on Form 10-K for the year ended October 31, 2023 ("Annual Report on Form 10-K"), to reflect the changes referenced above: Item 1, “Business,” Item 2, “Properties,” Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and Item 8, “Financial Statements and Supplementary Data”.
This filing does not reflect any subsequent information or events occurring after we filed our Annual Report on Form 10-K other than adjustments to reflect the updated segment information in conjunction with the change in business structure described above and therein. The recast included in the exhibits to this Current Report on Form 8-K reflect changes to the Annual Report on Form 10-K as a result of the change in business structure. Without limitation of the foregoing, this filing does not purport to update Management’s Discussion and Analysis of Financial Condition and Results of Operations contained in the Annual Report on Form 10-K for any information, uncertainties, transactions, risks, events or trends occurring, or known to management. More current information is contained in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended July 31, 2024 (the "Quarterly Report on Form 10-Q") and other filings with the Securities and Exchange Commission. This Current Report on Form 8-K should be read in conjunction with the Annual Report on Form 10-K and such Quarterly Report on Form 10-Q and other filings filed by us with the Securities and Exchange Commission. The Quarterly Report on Form 10-Q and other filings contain important information regarding events, developments and updates to certain expectations of the Company that have occurred since the filing of the Annual Report on Form 10-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following is filed as an exhibit to this report:
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| Exhibit No. | | Description | | | |
| 23.1 | | |
| 99.1 | | |
| 104 | | | Cover page interactive data file (embedded within the Inline XBRL document)
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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.
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| | AGILENT TECHNOLOGIES, INC. |
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| | By: | /s/ P. Diana Chiu |
| | Name: | P. Diana Chiu |
| | Title: | Vice President, Asst. General Counsel
and Asst. Secretary |
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Date: September 3, 2024 | |