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 15, 2007

 

AGILENT TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

 

 

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:

 

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 November 15, 2007, Agilent Technologies, Inc. (the “Company”) issued its press release announcing financial results for the fourth fiscal quarter ended October 31, 2007.  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 5.02.             Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

 

On November 15, 2007, Didier Hirsch, who currently serves as Vice President, Corporate Controllership and Tax for the Company, also became the Company’s principal accounting officer.  Mr. Hirsch, 56, has served as our Vice President and Corporate Controller since April 2003. Prior to assuming that position, Mr. Hirsch served as Vice President and Treasurer from September 1999 to April 2003.

 

Effective as of November 15, 2007, Adrian T. Dillon will discontinue his service as the principal accounting officer of the Company but will remain Executive Vice President, Finance and Administration, and Chief Financial Officer of the Company.

 

Item 8.01.             Other Items.

 

On November 15, 2007, the Company issued a press release announcing that the Board of Directors of the Company approved a share repurchase program of up to $2 billion of the Company’s common stock over the next two years.

 

Item 9.01.             Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit 99.1 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, 2007.
99.2		Press release issued by Agilent Technologies, Inc. on November 15, 2007.

 

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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/ Marie Oh Huber
	Name:	Marie Oh Huber
	Title:	Vice President, Deputy General Counsel and
		Assistant Secretary
Date:  November 15, 2007

 

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EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press release announcing financial results for the fourth fiscal quarter ended October 31, 2007.
99.2		Press release issued by Agilent Technologies, Inc. on November 15, 2007.

 

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