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): November 12, 2010

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) 553-2424

(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:

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

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

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

oPre-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 November 12, 2010, Agilent Technologies, Inc. (the “Company”) issued its press release announcing financial results for the fourth fiscal quarter ended October 31, 2010.  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 fourth fiscal quarter ended October 31, 2010.

2

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/ Stephen D. Williams
	Name:	Stephen D. Williams
	Title:	Vice President, Assistant General Counsel and
		Assistant Secretary
Date: November 12, 2010

3

EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release announcing financial results for the fourth fiscal quarter ended October 31, 2010.

4

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 Fourth Quarter 2010 Results

Highlights:

·GAAP net income of $232 million, or $0.66 per share

·Non-GAAP net income of $228 million, or $0.65 per share (1)

·Orders of $1.69 billion, up 32 percent from last year, revenues of $1.58 billion, up 35 percent from one year ago

·Operating cash flow of $367 million in the quarter

·Varian integration on track to meet targeted revenue and cost synergies

·First quarter fiscal year 2011 revenue guidance of $1.53 billion to $1.55 billion. First quarter fiscal year 2011 non-GAAP earnings guidance of $0.55 to $0.57 per share (3) compares to $0.38 per share (1) one year ago

·Fiscal year 2011 revenue guidance of $6.1 billion to $6.3 billion. Fiscal year 2011 non-GAAP earnings guidance of $2.30 to $2.50 per share(3).

SANTA CLARA, Calif., Nov. 12, 2010 — Agilent Technologies Inc. (NYSE: A) today reported revenues of $1.58 billion for the fourth fiscal quarter ended Oct. 31, 2010, 35 percent above one year ago, or 26 percent excluding the effects of the Varian acquisition and recent divestitures(2). Fourth quarter GAAP net income was $232 million, or $0.66 per diluted share. Last year’s fourth quarter GAAP net income was $25 million, or $0.07 per share.

1

During the fourth quarter, Agilent had Varian-related integration costs of $43 million, intangible amortization of $30 million and restructuring charges of $18 million. It also recognized a tax benefit of $42 million and a $54 million gain from the closure of pre-Agilent spin-off income tax audits. Excluding these items and $1 million of other net charges, Agilent reported fourth-quarter adjusted net income of $228 million, or $0.65 per share (1).

Bill Sullivan, Agilent president and CEO, said, “This past quarter marked the completion of Agilent’s transformation, a milestone in our company’s history.  We saw continued organic growth performance and strength across all Agilent platforms and regions.  I am pleased to report that the Varian integration continues to go very smoothly.”

Chemical Analysis revenues were up 73 percent above one year ago, or 17 percent on an organic basis. Growth continued to be strong across Agilent’s applied markets.  Environmental, petrochemical, food and forensics markets all reflected double-digit organic growth.

Life Sciences revenues grew 35 percent over last year, or 17 percent on an organic basis. Double-digit organic growth was seen across academia and government markets, as well as from pharmaceutical and biotech customers.

Electronic Measurement revenues were up 23 percent over a year ago, or 35 percent excluding the effects of the Network Solutions divestiture. All of Agilent’s electronic measurement end markets - communications, aerospace and defense, industrial, computers and semiconductor - posted strong double-digit organic growth in the quarter.

2

Fourth-quarter ROIC was 24 percent(4),compared with 18 percent(4) one year ago. Inventory Days on Hand decreased by five days to 92 days. Receivables Days Sales Outstanding, at 49, grew three days compared with a year ago, due to the Varian acquisition. Agilent generated $367 million of cash from operations during the fourth quarter.  Net cash at the end of the fourth quarter was $598 million (5).

Looking ahead, Sullivan said, “Our business outlook for 2011 remains strong.  We are starting the new fiscal year with an industry-leading product portfolio and expect to continue the momentum with strong organic growth and great market opportunities created by the Varian product portfolio.”

Fiscal first-quarter 2011 revenues are expected to be in the range of $1.53 billion to $1.55 billion. Fiscal first-quarter non-GAAP earnings are expected to be in the range of $0.55 to $0.57 per share (3).

For the full fiscal year 2011, Agilent expects revenues of $6.1 billion to $6.3 billion. Non-GAAP earnings are expected to be in the range of $2.30 to $2.50 per share (3) .

About Agilent Technologies

Agilent Technologies Inc. (NYSE: A) is the world’s premier measurement company and a technology leader in chemical analysis, life sciences, electronics and communications. The company’s 18,500 employees serve customers in more than 100 countries. Agilent had net revenues of $5.4 billion in fiscal 2010. Information about Agilent is available on the Web at www.agilent.com.

Agilent’s management will present more details about its fourth-quarter FY2010 financial results on a conference call with investors today at 5:30 a.m. (Pacific). This event will be webcast live in listen-only mode. Listeners may log on at www.investor.agilent.com and select “Q4 2010 Agilent Technologies Inc. Earnings Conference Call” in the “News & Events — Calendar of Events” section. The webcast will remain available on the company’s Web site for 90 days.

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Additional investor materials can be found on http://www.investor.agilent.com/phoenix.zhtml?c=103274&p=irol-gaap.

A telephone replay of the conference call will be available at 9:30 a.m. (Pacific) today through Nov. 19, 2010. The replay number is +1 888 286-8010; international callers may dial +1 (617) 801-6888. The passcode is 18241300.

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 future revenues, earnings and profitability; the future demand for the Company’s products and services; and revenue and non-GAAP earnings guidance for the first quarter and full fiscal year 2011. 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 and technologies, and the risk that we are not able to realize the savings expected from the restructuring activities.

In addition, other risks that Agilent faces in running its operations include the ability to execute successfully through business cycles while it continues to implement cost reductions; 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 Varian, Inc. 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 July 31, 2010. 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.

4

(1) Non-GAAP net income and non-GAAP net income per share are defined to exclude primarily the impacts of integration costs, acquisition fair value adjustments, transformation initiatives, non-cash intangibles amortization as well as disposals of businesses net of their tax effects. A reconciliation between non-GAAP earnings and GAAP net earnings is set forth on page 5 of the attached tables along with additional information regarding the use of this non-GAAP measure.

(2) Revenues, excluding the impact of the Varian acquisition and recent divestitures, are a non-GAAP measure and are defined to exclude the fair value adjustment to acquisition related deferred revenue balances for the Varian acquisition and exclude the impacts of the Varian acquisition and the divestitures of our Network Systems and Hycor businesses. A reconciliation between non-GAAP revenues and GAAP revenues is set forth on page 8 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 Q111 and full fiscal year 2011 excludes primarily the impacts of integration costs, acquisition fair value adjustments, future restructuring, and asset impairment charges and non-cash intangibles amortization. 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 $28 million per quarter.

(4) Return On Invested Capital is a non-GAAP measure and is defined as income (loss) 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 7 of the attached tables, along with additional information regarding the use of this non-GAAP measure.

(5) Net Cash is a non-GAAP measure and is defined as (A) the sum of (1) cash and cash equivalents, (2) restricted cash and cash equivalents and (3) investments — debt securities less (B) the sum of (1) short-term debt, (2) long-term debt and (3) senior notes. The reconciliation of Net Cash can be found on page 9 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.

5

AGILENT TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(In millions, except per share amounts)

(Unaudited)

PRELIMINARY

	Three Months Ended
	October 31,						Percent
	2010			2009			Inc/(Dec)
Orders	$	1,687		$	1,274		32	%
Net revenue	$	1,576		$	1,167		35	%
Costs and expenses:
Cost of products and services	742			533			39	%
Research and development	159			150			6	%
Selling, general and administrative	472			413			14	%
Total costs and expenses	1,373			1,096			25	%
Income from operations	203			71			186	%
Interest income	11			4			175	%
Interest expense	(27		)	(21		)	29	%
Gain on sale of network solutions division, net	5			—			—
Other income (expense), net	51			25			104	%
Income before taxes	243			79			208	%
Provision for taxes	11			54			(80	)%
Net income	$	232		$	25		828	%
Net income per share:
Basic	$	0.67		$	0.07
Diluted	$	0.66		$	0.07
Weighted average shares used in computing net income per share:
Basic	346			346
Diluted	352			350

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

1

AGILENT TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(In millions, except per share amounts)

(Unaudited)

PRELIMINARY

	Twelve Months Ended
	October 31,						Percent
	2010			2009			Inc/(Dec)
Orders	$	5,744		$	4,486		28	%
Net revenue	$	5,444		$	4,481		21	%
Costs and expenses:
Cost of products and services	2,514			2,189			15	%
Research and development	612			642			(5	)%
Selling, general and administrative	1,752			1,603			9	%
Total costs and expenses	4,878			4,434			10	%
Income from operations	566			47			—
Interest income	20			29			(31	)%
Interest expense	(96		)	(88		)	9	%
Gain on sale of network solutions division, net	132			—			—
Other income (expense), net	70			19			268	%
Income before taxes	692			7			—
Provision for taxes	68			38			79	%
Net income (loss)	$	624		$	(31	)	—
Net income (loss) per share:
Basic	$	1.80		$	(0.09	)
Diluted	$	1.77		$	(0.09	)
Weighted average shares used in computing net income (loss) per share:
Basic	347			346
Diluted	353			346

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

2

AGILENT TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEET

(In millions, except par value and share amounts)

(Unaudited)

PRELIMINARY

	October 31,			October 31,
	2010			2009
ASSETS
Current assets:
Cash and cash equivalents	$	2,649		$	2,479
Short-term restricted cash and cash equivalents	1,550			—
Short-term investments	—			14
Accounts receivable, net	869			595
Inventory	716			552
Other current assets	385			321
Total current assets	6,169			3,961
Property, plant and equipment, net	980			845
Goodwill	1,456			655
Other intangible assets, net	494			167
Long-term restricted cash and cash equivalents	6			1,566
Long-term investments	142			163
Other assets	397			255
Total assets	$	9,644		$	7,612
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	499		$	307
Employee compensation and benefits	395			336
Deferred revenue	358			285
Short-term debt	1,501			1
Other accrued liabilities	330			194
Total current liabilities	3,083			1,123
Long-term debt	2,190			2,904
Retirement and post-retirement benefits	477			498
Other long-term liabilities	710			573
Total liabilities	6,460			5,098
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; 579 million shares at October 31, 2010 and 566 million shares at October 31, 2009 issued	6			6
Treasury stock at cost; 233 million shares at October 31, 2010 and 220 million shares at October 31, 2009	(8,038		)	(7,627		)
Additional paid-in-capital	7,904			7,552
Retained earnings	3,384			2,760
Accumulated other comprehensive loss	(80		)	(185		)
Total stockholders’ equity	3,176			2,506
Non-controlling interest	8			8
Total equity	3,184			2,514
Total liabilities and equity	$	9,644		$	7,612

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

3

AGILENT TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(In millions)

(Unaudited)

PRELIMINARY

	Three Months			Twelve Months
	Ended			Ended
	October 31,			October 31,
	2010			2010
Cash flows from operating activities:
Net income	$	232		$	624
Adjustments to reconcile net income to net cash provided by (used in) operating activities
Depreciation and amortization	67			202
Share-based compensation	15			66
Excess and obsolete and inventory-related charges	9			30
Asset impairment charges	6			26
Gain on divestitures, net	(5		)	(130		)
Loss on sale of assets, net	2			3
Changes in assets and liabilities:
Accounts receivable	(57		)	(166		)
Inventory	(29		)	(51		)
Accounts payable	28			113
Employee compensation and benefits	71			17
Other assets and liabilities including deferred taxes	28			(22		)
Net cash provided by operating activities (a)	367			712
Cash flows from investing activities:
Investments in property, plant and equipment	(32		)	(119		)
Proceeds from sale of property, plant and equipment	—			7
Proceeds from sale of investment securities	—			38
Change in restricted cash and cash equivalents	6			11
Proceeds from (payments to) divestitures, net	(11		)	205
Acquisition of businesses and intangible assets, net of cash acquired	(3		)	(1,313		)
Net cash used in investing activities	(40		)	(1,171		)
Cash flows from financing activities:
Issuance of common stock under employee stock plans	37			301
Repayment of long-term debts	—			(29		)
Issuance of senior notes	—			747
Debt issuance cost	—			(5		)
Treasury stock repurchases	(51		)	(410		)
Net cash (used in) provided by financing activities	(14		)	604
Effect of exchange rate movements	19			25
Net increase in cash and cash equivalents	332			170
Cash and cash equivalents at beginning of period	2,317			2,479
Cash and cash equivalents at end of period	$	2,649		$	2,649

(a) Cash payments included in operating activities:
Restructuring payments	15	103
Income tax payments	—	48

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												Twelve Months Ended												Three Months Ended
	October 31,												October 31,												January 31,
	2010			Diluted EPS			2009			Diluted EPS			2010			Diluted EPS			2009			Diluted EPS			2010			Diluted EPS
GAAP Net income (loss)	$	232		$	0.66		$	25		$	0.07		$	624		$	1.77		$	(31	)	$	(0.09	)	$	79		$	0.22
Non-GAAP adjustments:
Restructuring and other related costs - FY2009 Plan	8			0.02			50			0.14			64			0.18			247			0.71			34			0.10
Asset impairments	5			0.01			10			0.03			19			0.05			44			0.13			14			0.04
Intangible amortization	30			0.09			10			0.03			77			0.22			45			0.13			10			0.03
Transformational restructuring	10			0.03			—			—			39			0.11			—			—			9			0.03
Litigation settlement	—						13			0.04			(8		)	(0.02		)	13			0.04			(1		)	—
Business divestitures	(2		)	(0.01		)	(31		)	(0.09		)	(116		)	(0.33		)	(8		)	(0.02		)	1			—
Varian acquisition and integration costs	25			0.07			—			—			102			0.29			—			—			17			0.05
Varian acquisition fair value adjustments	18			0.05									51			0.14									—			—
Acceleration of share-based compensation related to workforce reduction	—			—			1			—			1			—			5			0.01			—			—
Patent litigation judgment	—			—			—			—			—			—			(6		)	(0.02		)				—
Pension curtailment	—			—			(3		)	(0.01		)	—			—			(16		)	(0.05		)	—			—
Tax sharing settlement	(54		)	(0.15		)	—			—			(54		)	(0.15		)							—			—
Other	(2		)	(0.01		)	11			0.03			5			0.01			23			0.07			2			0.01
Adjustment for taxes	(42		)	(0.11		)	25			0.08			(98		)	(0.27		)	(36		)	(0.11		)	(30		)	(0.10		)
Non-GAAP Net Income	$	228		$	0.65		$	111		$	0.32		$	706		$	2.00		$	280		$	0.80		$	135		$	0.38

Historical amounts are reclassified to conform with current period 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, the acquisition of Varian, Inc., and the sale of our businesses. 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.

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.

5

AGILENT TECHNOLOGIES, INC.

SEGMENT INFORMATION

(In millions, except where noted)

(Unaudited)

PRELIMINARY

Life Sciences

	Q4’10			Q4’09			Q3’10
Orders	$	468		$	352		$	391
Revenues	$	431		$	319		$	374
Gross Margin, %	51		%	54		%	54		%
Income from Operations	$	62		$	47		$	56
Segment Assets	$	1,564		$	1,019		$	1,493
Return On Invested Capital (a) , %	17		%	19		%	15		%

Chemical Analysis

	Q4’10			Q4’09			Q3’10
Orders	$	401		$	238		$	350
Revenues	$	389		$	225		$	329
Gross Margin, %	53		%	55		%	53		%
Income from Operations	$	86		$	62		$	69
Segment Assets	$	1,635		$	463		$	1,592
Return On Invested Capital (a) , %	20		%	59		%	17		%

Electronic Measurement

	Q4’10			Q4’09			Q3’10
Orders	$	818		$	684		$	750
Revenues	$	764		$	623		$	692
Gross Margin, %	59		%	57		%	59		%
Income from Operations	$	153		$	40		$	127
Segment Assets	$	2,245		$	2,084		$	2,191
Return On Invested Capital (a) , %	32		%	10		%	25		%

Historical amounts are reclassified to conform with current period presentation

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, the acquisition of Varian, Inc., and the sale of our businesses.

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 7 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.

6

AGILENT TECHNOLOGIES, INC.

RECONCILIATION OF ROIC

(In millions)

(Unaudited)

PRELIMINARY

	LSG			CAG			EMG			Agilent			LSG			CAG			EMG			Agilent			LSG			CAG			EMG
	Q4’10			Q4’10			Q4’10			Q4’10			Q4’09			Q4’09			Q4’09			Q4’09			Q3’10			Q3’10			Q3’10
Numerator:
Non-GAAP income (loss) from operations	$	62		$	86		$	153		$	303		$	47		$	62		$	40		$	150		$	56		$	69		$	127
Less:
Taxes and Other (income)/expense	10			17			27			57			8			13			3			26			11			14			24
Segment return	52			69			126			246		(a)	39			49			37			124		(a)	45			55			103
Segment return annualized	$	208		$	276		$	504		$	984		$	156		$	196		$	148		$	496		$	181		$	220		$	412
Denominator:
Segment assets (b)	$	1,564		$	1,635		$	2,245		$	5,442		$	1,019		$	463		$	2,084		$	3,566		$	1,493		$	1,592		$	2,191
Less:
Net current liabilities (c)	327			262			660			1,250			206			137			578			927			290			239			576
Invested capital	$	1,237		$	1,373		$	1,585		$	4,192		$	813		$	326		$	1,506		$	2,639		$	1,203		$	1,353		$	1,615
Average invested capital	$	1,220		$	1,363		$	1,600		$	4,182		$	815		$	332		$	1,538		$	2,683		$	1,244		$	1,306		$	1,645
ROIC	17		%	20		%	32		%	24		%	19		%	59		%	10		%	18		%	15		%	17		%	25		%

Historical amounts are reclassified to conform with current period presentation

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 from operations of $228 million plus net interest expense after tax of $18 million for Q4’10, and $111 million plus net interest expense after tax of $13 million for Q4’09. Please see “Non-GAAP Net Income and Diluted EPS Reconciliations” for a reconciliation of non-GAAP net income from operations to GAAP income (loss) from operations.

(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, 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.  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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AGILENT TECHNOLOGIES, INC.

REVENUE RECONCILIATION

(In millions)

(Unaudited)

PRELIMINARY

							Percent
	Q4’10			Q4’09			Inc/(Dec)
GAAP Revenue	$	1,576		$	1,167		35	%
Varian acquisition fair value adjustments	8			—
Non-GAAP Revenue	$	1,584		$	1,167
Less revenue from acquisition and divestitures included in segment results	(193		)	(65		)
Non-GAAP Revenue, adjusted	$	1,391		$	1,102		26	%

Revenues, excluding the impact of the Varian acquisition and recent divestitures, are a non-GAAP measure and are defined to exclude the fair value adjustment to acquisition related deferred revenue balances for the Varian acquisition and exclude the impacts of the Varian acquisition and the divestitures of our Network Systems and Hycor businesses.

Management believes that this measure provides useful information to investors by reflecting an additional way of viewing aspects of Agilent’s operations that, when reconciled to the corresponding GAAP measures, help our investors to better identify underlying growth trends in our business and facilitate easier comparisons of our revenue performance with prior and future periods and to our peers. We excluded the effect of the Varian acquisition and recent divestitures because the nature, size and number of these can vary dramatically from period to period and between us and our peers, which we believe may obscure underlying business trends and make comparisons of long-term performance difficult.

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AGILENT TECHNOLOGIES, INC.

NET CASH

(In millions)

(Unaudited)

PRELIMINARY

	Q4’10			Q4’09
Cash and cash equivalents	$	2,649		$	2,479
Restricted cash and cash equivalents	1,550			1,566
Investments - debt securities	—			36
Short-term debt	(1,501		)	—
Long-term debt	—			(1,516		)
Senior notes, par value	(2,100		)	(1,350		)
Total Net Cash	$	598		$	1,215

The preliminary reconciliation of net cash is estimated based on our current information.

Management believes this metric provides useful information to investors about the Company’s overall liquidity and financial position.  Net Cash is a measure at a point in time and does not reflect the Company’s future financial prospects or liquidity.

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