---

---

PART I	— FINANCIAL INFORMATION

---

---

---

---

---

---

1.	OVERVIEW, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Overview. Agilent Technologies, Inc. ("we", "Agilent" or the "company"), incorporated in Delaware in May 1999, is a global leader in life sciences, diagnostics and applied chemical markets, providing application focused solutions that include instruments, software, services and consumables for the entire laboratory workflow.

Our fiscal year-end is October 31, and our fiscal quarters end on January 31, April 30 and July 31. Unless otherwise stated, these dates refer to our fiscal year and fiscal quarters.

Basis of Presentation. We have prepared the accompanying financial data for the three and six months ended April 30, 2020 and 2019 pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) in the U.S. have been condensed or omitted pursuant to such rules and regulations. The October 31, 2019 condensed balance sheet data was derived from audited financial statements but does not include all the disclosures required in audited financial statements by U.S. GAAP. The accompanying financial data and information should be read in conjunction with our Annual Report on Form 10-K for the fiscal year ended October 31, 2019.

In the opinion of management, the accompanying condensed consolidated financial statements contain all normal and recurring adjustments necessary for a fair statement of our condensed consolidated balance sheet as of April 30, 2020 and October 31, 2019, condensed consolidated statement of comprehensive income (loss) for the three and six months ended April 30, 2020 and 2019, condensed consolidated statement of operations for the three and six months ended April 30, 2020 and 2019, condensed consolidated statement of cash flows for the six months ended April 30, 2020 and 2019 and condensed consolidated statement of equity for the three and six months ended April 30, 2020 and 2019.

Use of Estimates. The preparation of condensed consolidated financial statements in accordance with GAAP in the U.S. requires management to make estimates and assumptions that affect the amounts reported in our condensed consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and various other assumptions believed to be reasonable. Although these estimates are based on management’s best knowledge of current events and actions that may impact the company in the future, actual results may be different from the estimates. Our critical accounting policies are those that affect our financial statements materially and involve difficult, subjective or complex judgments by management. Those policies are revenue recognition, inventory valuation, retirement and post-retirement benefit plan assumptions, valuation of goodwill and purchased intangible assets and accounting for income taxes.

Risks and Uncertainties. We are subject to risks common to companies in the analytical instrument industry, such as global economic and financial market conditions, fluctuations in foreign currency exchange rates and fluctuations in customer demand, among others.

Both our domestic and international operations have been and continue to be affected by the ongoing global pandemic of a novel strain of coronavirus (“COVID-19”) and the resulting volatility and uncertainty it has caused in the U.S. and international markets. In March 2020, the World Health Organization declared COVID-19 a pandemic and recommended containment and mitigation measures worldwide. As a result, hospitals and testing laboratories have halted certain elective medical procedures, which had an adverse effect on our customers' business. In the latter part of our second quarter, the academia and government markets revenue was negatively affected by delays in installations due to laboratory closures in Europe and the Americas. The chemical and energy market has also been negatively impacted by the global slowdown in economic activity associated with measures put in place to slow the pandemic. The COVID-19 pandemic has caused significant volatility and uncertainty in U.S. and international markets, which could result in a prolonged economic downturn that could disrupt our business.

Variable Interest Entities. We make a determination upon entering into an arrangement whether an entity in which we have made an investment is considered a Variable Interest Entity (“VIE”). The company evaluates its investments in privately held companies on an ongoing basis. We have determined that as of April 30, 2020 and October 31, 2019, there were no VIE's required to be consolidated in the company’s consolidated financial statements because we do not have a controlling financial interest in any of the VIE’s that we have invested in nor are we the primary beneficiary. We account for these investments under either the equity method or as equity investments without determinable fair value, depending on the circumstances. We periodically reassess whether we are the primary beneficiary of a VIE. The reassessment process considers whether we have acquired the power to

---

direct the most significant activities of the VIE through changes in governing documents or other circumstances. We also reconsider whether entities previously determined not to be VIEs have become VIEs, based on changes in facts and circumstances including changes in contractual arrangements and capital structure.

As of April 30, 2020 and October 31, 2019, the total carrying value of investments and loans in privately held companies considered as VIE’s was $60 million and $29 million respectively. The maximum exposure is equal to the carrying value because we do not have future funding commitments. The investments are included on the long-term investments line and the loans on the other current assets and other assets lines (depending upon tenure of loan) on the condensed consolidated balance sheet.

Fair Value of Financial Instruments. The carrying values of certain of our financial instruments including cash and cash equivalents, accounts receivable, accounts payable, accrued compensation and other accrued liabilities approximate fair value because of their short maturities. The fair value of long-term equity investments which are readily determinable, and which are not accounted under the equity method are reported at fair value using quoted market prices for those securities when available with gains and losses included in net income. The fair value of long-term equity investments which are not readily determinable, and which are not accounted under the equity method are reported at cost with adjustments for observable changes in prices or impairments included in net income. The fair value of our senior notes, calculated from quoted prices which are primarily Level 1 inputs under the accounting guidance fair value hierarchy, exceeds the carrying value by approximately $104 million and $62 million as of April 30, 2020 and October 31, 2019, respectively. The change in the fair value over carrying value in the six months ended April 30, 2020 is primarily due to decreased market interest rates. The fair value of foreign currency contracts used for hedging purposes is estimated internally by using inputs tied to active markets. These inputs, for example, interest rate yield curves, foreign exchange rates, and forward and spot prices for currencies are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. See also Note 11, "Fair Value Measurements" for additional information on the fair value of financial instruments.

Restricted Cash and Restricted Cash Equivalents. Restricted cash and restricted cash equivalents are included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. A reconciliation of cash, cash equivalents and restricted cash to the condensed consolidated balance sheet follows:

	April 30,				October 31
	2020				2019
	(in millions)
Cash and cash equivalents	$	1,324			$	1,382
Restricted cash included in other assets	5				6
Total cash, cash equivalents and restricted cash	$	1,329			$	1,388

Leases. We determine whether an arrangement is, or contains, a lease at inception. Prior to November 1, 2019, for leases where we are the lessee, we accounted for operating lease payments by charging them to expense as incurred. At the beginning of fiscal 2020, the company adopted new lease accounting guidance issued by the Financial Accounting Standards Board ("FASB"). The most significant change requires lessees to record the present value of operating lease payments as right-of-use ("ROU") and lease liabilities on the condensed consolidated balance sheet. Where we are the lessee, ROU assets represent the company’s right to use an underlying asset for the lease term, and lease liabilities represent an obligation to make lease payments based on the present value of lease payments over the lease term. Classification of operating lease liabilities as either current or non-current is based on the expected timing of payments due under our obligations. As most of our leases do not provide an implicit interest rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term and at an amount equal to the lease payments in a similar economic environment. In order to determine the appropriate incremental borrowing rates, we have used a number of factors including the parent's credit rating, the lease term and the currency swap rate. The ROU asset also consists of any lease incentives received. The lease terms used to calculate the ROU asset and related lease liability include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Leases with an initial term of twelve months or less are not recorded on the condensed consolidated balance sheet and lease expense for these leases is recognized on a straight-line basis over the lease term. Lease expense for operating leases with an initial term of more than twelve months is recognized on a straight-line basis over the lease term as an operating expense. We have lease agreements which require payments for lease and non-lease components. We have elected to account for these payments as a single lease component.

A portion of our revenue relates to lease arrangements where Agilent is the lessor. Standalone lease arrangements are outside the scope of Accounting Standard Codification ("ASC") Topic 606, Revenue Contracts with Customers, and are therefore accounted for in accordance with ASC Topic 842, Leases. Each of these contracts is evaluated as a lease arrangement, either as an operating lease or a sales-type capital lease using the current lease classification guidance.

---

   See also Note 2, "New Accounting Pronouncements" and Note 9, "Leases" for additional information about the company’s leases.

Accounting Pronouncements Not Yet Adopted

There were no changes to the new accounting pronouncements not yet adopted as described in our Annual Report on Form 10-K for the fiscal year ended October 31, 2019 except for the following:

In December 2019, the FASB issued new guidance to simplify the accounting for income taxes. This guidance eliminates certain exceptions to existing guidance related to the approach for intraperiod tax allocation, the methodology for calculating income taxes in an interim period and the recognition of deferred tax liabilities for outside basis differences. The guidance also improves consistent application by clarifying and amending existing guidance related to aspects of the accounting for franchise taxes and enacted changes in tax laws or rates and clarifies the accounting for transactions that result in a step up in the tax basis of goodwill. The new guidance is effective for us beginning November 1, 2021, and for interim periods within that year. Early adoption is permitted. We are evaluating the impact of this guidance on our consolidated financial statements and disclosures.

In January 2020, accounting guidance was issued that clarifies the accounting guidance for equity method investments, joint ventures, and derivatives and hedging. The guidance clarifies the interaction between different sections of the accounting guidance that could be applicable and helps clarify which guidance should be applied in certain situations which should increase relevance and comparability of financial statement information. This guidance is effective for us November 1, 2021, and for interim periods within that year. Early adoption is permitted. We do not expect that the adoption of this standard will have a material impact on our consolidated financial statements and disclosures.

In March 2020, the FASB issued an update for facilitation of the effects of reference rate reform on financial reporting.  This new update provides the guidance needed to ease the process of migrating away from London Inter-bank Offered Rate ("LIBOR") and other interbank offered rates to new reference rates. The amendments are effective for all entities as of March 12, 2020 through December 31, 2022. We are evaluating the impact of this guidance on our consolidated financial statements and disclosures.

Recently Adopted Accounting Pronouncements

In February 2016, the FASB issued Accounting Standards Update No. 2016-02, Leases (Topic 842), which requires lessees to record most leases on the balance sheet as lease liabilities, initially measured at the present value of future lease payments, with a corresponding right-of-use asset. The accounting applied by a lessor is largely unchanged from that applied under the prior accounting standard.

On November 1, 2019, we adopted the new accounting guidance using the modified retrospective method, by applying the transition approach, for all lease arrangements at the beginning of the period of adoption. Results for reporting periods beginning November 1, 2019 are presented under the new accounting standard, while prior period amounts have not been restated. The standard had a significant impact on the opening condensed consolidated balance sheet as of November 1, 2019, but did not have a significant impact on the condensed consolidated statement of operations or condensed consolidated statement of cash flows for the six months ended April 30, 2020 when compared to the same period in 2019. The most significant impact was the recognition of ROU assets and lease liabilities for operating leases, while the accounting for finance leases remained substantially unchanged. For leases that commenced before the effective date of the new accounting standard, we elected the permitted practical expedients to not reassess the following: (i) whether any expired or existing contracts contain leases; (ii) the lease classification for any expired or existing leases; and (iii) initial direct costs for any existing leases. We also elected to exclude leases with a term of 12 months or less in the ROU assets and lease liabilities.

---

Adoption of the new guidance impacted the condensed consolidated balance sheet as follows:

	October 31, 2019				Impact of Adopting				November 1, 2019
	As Reported				Lease Guidance				As Adopted
	(in millions)
Other assets	$	611			$	192			$	803
Other accrued liabilities	$	440			$	48			$	488
Other long-term liabilities	$	473			$	144			$	617

Other amendments to GAAP in the U.S. that have been issued by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our consolidated financial statements upon adoption.

Acquisition of BioTek and ACEA

On August 23, 2019 we completed the acquisition of privately-owned Lionheart Technologies LLC ("BioTek"), a leader in the design, manufacture and distribution of innovative life science instrumentation for $1.17 billion, under the merger agreement. As a result of the acquisition, BioTek has become a wholly owned subsidiary of Agilent. Accordingly, the results of BioTek are included in Agilent's condensed consolidated financial statements from the acquisition date. The acquisition of BioTek and its portfolio is another step to expand our position in the cell analysis market.

The consideration paid was $1.17 billion. Agilent funded the acquisition using existing cash of $470 million and debt of $700 million.

The BioTek acquisition was accounted for in accordance with the authoritative accounting guidance. The acquired assets and assumed liabilities were recorded by Agilent at their estimated fair values. Agilent determined the estimated fair values with the assistance of appraisals or valuations performed by third party specialists, discounted cash flow analyses, and estimates made by management. We expect to realize revenue synergies, leverage and expand the existing sales channels and product development resources, and utilize the assembled workforce. These factors, among others, contributed to a purchase price in excess of the estimated fair value of BioTek’s net identifiable assets acquired (see summary of net assets below), and, as a result, we have recorded goodwill in connection with this transaction.

 

Goodwill acquired was allocated to our operating segments and reporting units as a part of the purchase price allocation. All goodwill was allocated to the life sciences and applied markets reporting unit.

Agilent’s acquisition of BioTek is treated as an asset purchase for tax purposes. The tax basis of the acquired assets equals the fair market value on acquisition date.

---

The following table summarizes the allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed on the closing date of August 23, 2019 (in millions):

Cash and cash equivalents			$	10
Accounts receivable			28
Inventories			21
Other current assets			2
Property, plant and equipment			8
Intangible assets			641
Goodwill			483
Total assets acquired		1,193
Accounts payable			(4		)
Deferred revenue			(5		)
Employee compensation and benefits			(7		)
Other accrued liabilities			(2		)
Long-term debt			(4		)
Net assets acquired			$	1,171

The fair value of cash and cash equivalents, accounts receivable, other current assets, accounts payable and other accrued liabilities were generally determined using historical carrying values given the short-term nature of these assets and liabilities.

 

The fair values for acquired intangible assets and deferred revenue were determined with the input from third party valuation specialists.

 

The fair values of certain other assets, inventory, property, plant and equipment, investments, long-term debt, and certain other long-term liabilities were determined internally using historical carrying values and estimates made by management.

 

Valuations of intangible assets acquired

 

The components of intangible assets acquired in connection with the BioTek acquisition were as follows (in millions):

	Fair Value						Estimated Useful Life
Developed product technology		$	387				5-13 years
Customer relationships		202					3-8 years
Backlog		5					2 months
Tradenames and trademarks		43					10 years
Total intangible assets subject to amortization		637
In-process research and development		4
Total intangible assets		$	641

As noted above, the intangible assets, including in-process research and development, were valued with input from valuation specialists. Agilent used variations of the income approach in determining the fair value of intangible assets acquired in the BioTek acquisition. Specifically, the developed product technology and in-process research and development were valued using the multi-period excess earnings method under the income approach by discounting forecasted cash flows directly related to the products expecting to result from the projects, net of returns on contributory assets. The company utilized the incremental cash flow method for determining the fair value of the customer relationships acquired and the relief from royalty method to determine the fair value of the tradename. Order backlog was valued on a direct cash flow basis.

The primary in-process research and development project acquired relates to a next version of a product which was released in February 2020. The costs to complete the remaining BioTek in-process research and development is $2 million.

Acquisition and integration costs directly related to the BioTek acquisition totaled $2 million and $6 million for the three and six months ended April 30, 2020, respectively, and were recorded in selling, general and administrative expenses.

---

On November 14, 2018, we acquired 100 percent of the stock of ACEA Biosciences (“ACEA”), a developer of cell analysis tools, for $250 million. The financial results of ACEA have been included in our financial results from the acquisition date.

 

The following represents the unaudited proforma operating results as if BioTek and ACEA had been included in the company's condensed consolidated statements of operations as of the beginning of fiscal 2019 (in millions, except per share amounts):

	Three Months Ended April 30			Six Months Ended April 30
	2019			2019
Net revenue	$	1,285		$	2,611
Net income	$	168		$	642
Net income per share — basic	$	0.53		$	2.20
Net income per share — diluted	$	0.52		$	1.99

The unaudited proforma financial information assumes that the companies were combined as of November 1, 2017 and includes business combination accounting effects from the acquisition including amortization charges from acquired intangible assets, the impact on cost of sales due to the respective estimated fair value adjustments to inventory, changes to interest income for cash used in the acquisition, interest expense and currency losses associated with debt paid in connection with the acquisition and acquisition related transaction costs and tax related effects. The proforma information as presented above is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of fiscal 2018.

 

The unaudited proforma financial information for the three and six months ended April 30, 2019 combines the historical results of Agilent (which includes ACEA after the acquisition date), the first two weeks of fiscal year 2019 for ACEA, and BioTek for the three and six months ended April 30, 2019.

The following table presents the company’s total revenue and segment revenue disaggregated by geographical region:

	Three Months Ended April 30
	2020																2019
	Life Sciences and Applied Markets				Agilent CrossLab				Diagnostics and Genomics				Total				Life Sciences and Applied Markets				Agilent CrossLab				Diagnostics and Genomics				Total
	(in millions)
Revenue by Region
Americas	$	170			$	161			$	126			$	457			$	145			$	168			$	120			$	433
Europe	111				131				92				334				125				132				97				354
Asia Pacific	245				157				45				447				259				155				37				451
Total	$	526			$	449			$	263			$	1,238			$	529			$	455			$	254			$	1,238

	Six Months Ended April 30
	2020																2019
	Life Sciences and Applied Markets				Agilent CrossLab				Diagnostics and Genomics				Total				Life Sciences and Applied Markets				Agilent CrossLab				Diagnostics and Genomics				Total
	(in millions)
Revenue by Region
Americas	$	379			$	328			$	244			$	951			$	313			$	324			$	229			$	866
Europe	278				264				184				726				289				260				188				737
Asia Pacific	507				327				84				918				534				313				72				919
Total	$	1,164			$	919			$	512			$	2,595			$	1,136			$	897			$	489			$	2,522

---

The following table presents the company’s total revenue disaggregated by end markets and by revenue type:

 

	Three Months Ended								Six Months Ended
	April 30								April 30
	2020				2019				2020				2019
	(in millions)
Revenue by End Markets
Pharmaceutical and Biopharmaceutical	$	400			$	371			$	823			$	762
Chemical and Energy	267				300				579				608
Diagnostics and Clinical	200				193				394				380
Food	114				114				244				243
Academia and Government	115				114				256				230
Environmental and Forensics	142				146				299				299
Total	$	1,238			$	1,238			$	2,595			$	2,522
Revenue by Type
Instrumentation	$	491			$	491			$	1,084			$	1,058
Non-instrumentation and other	747				747				1,511				1,464
Total	$	1,238			$	1,238			$	2,595			$	2,522

Revenue by region is based on the ship to location of the customer. Revenue by end market is determined by the market indicator of the customer and by customer type. Instrumentation revenue includes sales from instruments, remarketed instruments and third-party products. Non-instrumentation and other revenue include sales from contract and per incident services, our companion diagnostics and our nucleic acid solutions businesses as well as sales from spare parts, consumables, reagents, vacuum pumps, subscriptions, software licenses and associated services.

Contract Balances

Contract Assets

Contract assets (unbilled accounts receivable) primarily relate to the company's right to consideration for work completed but not billed at the reporting date. The unbilled receivables are reclassified to trade receivables when billed to customers. Contract assets are generally classified as current assets and are included in "Accounts receivable, net" in the condensed consolidated balance sheet.

The balance of contract assets as of April 30, 2020 and October 31, 2019 were $130 million and $110 million, respectively. The increase in unbilled receivables during the six months ended April 30, 2020 is a result of recognition of revenue upon the transfer of the control to the customer. In some instances, transfer of control is prior to invoicing the customers and excluding amounts transferred to trade receivables during the period amounted to $20 million.

---

Contract Liabilities

The following table provides information about contract liabilities (deferred revenue) and the significant changes in the balances during the six months ended April 30, 2020:

		Contract Liabilities
		(in millions)
Ending balance as of October 31, 2019		$	386
Net revenue deferred in the period		289
Revenue recognized that was included in the contract liability balance at the beginning of the period		(226		)
Change in deferrals from customer cash advances, net of revenue recognized		8
Currency translation and other adjustments		(5		)
Ending balance as of April 30, 2020		$	452

During the six months ended April 30, 2019 revenue recognized that was included in the contract liability balance at October 31, 2018 was $191 million.

Contract liabilities primarily relate to multiple element arrangements for which billing has occurred but transfer of control of all elements to the customer has either partially or not occurred at the balance sheet date. This includes cash received from customers for products and related installation and services in advance of the transfer of control. Contract liabilities are classified as either current in deferred revenue or long-term in other long-term liabilities in the condensed consolidated balance sheet based on the timing of when we expect to complete our performance obligation.

Contract Costs

Incremental costs of obtaining a contract with a customer are recognized as an asset if we expect the benefit of those costs to be longer than one year. We have determined that certain sales incentive programs meet the requirements to be capitalized. The change in total capitalized costs to obtain a contract was immaterial during the three and six months ended April 30, 2020 and are included in other current and long-term assets on the condensed consolidated balance sheet. We have applied the practical expedient to expense costs as incurred for costs to obtain a contract with a customer when the amortization period would have been one year or less. These costs include the company's internal sales force compensation program, as we have determined that annual compensation is commensurate with annual sales activities.

Transaction Price Allocated to the Remaining Performance Obligations

We have applied the practical expedient in ASC 606-10-50-14 and have not disclosed information about transaction price allocated to remaining performance obligations that have original expected durations of one year or less.

 

 

Agilent accounts for share-based awards in accordance with the provisions of the authoritative accounting guidance which requires the measurement and recognition of compensation expense for all share-based payment awards made to our employees and directors including restricted stock units, employee stock purchases made under our employee stock purchase plan and performance share awards granted to selected members of our senior management under the long-term performance plan (“LTPP”) based on estimated fair values.

Effective May 1, 2020, we adopted the Agilent Technologies, Inc. 2020 Employee Stock Purchase Plan (“ESPP”), which replaced our existing Employee Stock Purchase Plan. The ESPP allows eligible employees to contribute up to ten percent of their

---

base compensation to purchase shares of our common stock at 85 percent of the closing market price at purchase date. There are 31 million shares authorized for issuance in connection with the ESPP.

Participants in the LTPP are entitled to receive shares of the company's stock after the end of a three-year period, if specified performance targets are met. Certain LTPP awards are generally designed to meet the criteria of a performance award with the performance metrics and peer group comparison based on the Total Stockholders’ Return (“TSR”) set at the beginning of the performance period. Effective November 1, 2015, the Compensation Committee of the Board of Directors approved another type of performance stock award for the company's executive officers and other key employees. Participants in this program are also entitled to receive shares of the company's stock after the end of a three-year period if specified performance targets over the three-year period are met. The performance target for grants made beginning 2017 and later were based on Earnings Per Share ("EPS"). The performance targets for the LTPP-EPS grants for year 2 and year 3 of the performance period are set in the first quarter of year 2 and year 3, respectively. All LTPP awards granted after November 1, 2015, are subject to a one-year post-vest holding period.

The final LTPP award may vary from 0 percent to 200 percent of the target award. We consider the dilutive impact of these programs in our diluted net income per share calculation only to the extent that the performance conditions are expected to be met. Restricted stock units generally vest, with some exceptions, at a rate of 25 percent per year over a period of 4 years from the date of grant.

 

The impact on our results for share-based compensation was as follows:

 

	Three Months Ended							Six Months Ended
	April 30,							April 30,
	2020				2019			2020				2019
	(in millions)
Cost of products and services	$	5			$	4		$	11			$	9
Research and development	2				2			5				4
Selling, general and administrative	11				10			29				27
Total share-based compensation expense	$	18			$	16		$	45			$	40

 

At April 30, 2020 and October 31, 2019, there was no share-based compensation capitalized within inventory.

                                               

The following assumptions were used to estimate the fair value of awards granted.

 

	Three Months Ended			Six Months Ended
	April 30,			April 30,
	2020		2019	2020		2019
LTPP:
Volatility of Agilent shares	23%		22%	23%		22%
Volatility of selected peer-company shares	15%-44%		15%-66%	15%-44%		15%-66%
Pair-wise correlation with selected peers	29%		30%	29%		30%
Post-vest holding restriction discount for all executive awards	5.3%		5.0%	5.3%		5.0%

 

Shares granted under the LTPP (TSR) were valued using a Monte Carlo simulation model. The Monte Carlo simulation fair value model requires the use of highly subjective and complex assumptions, including the price volatility of the underlying stock.  For the volatility of our LTPP (TSR) grants, we used our own historical stock price volatility.  

The ESPP allows eligible employees to purchase shares of our common stock at 85 percent of the price at purchase and uses the purchase date to establish the fair market value.

The estimated fair value of restricted stock units and LTPP (EPS) awards is determined based on the market price of Agilent’s common stock on the date of grant adjusted for expected dividend yield. The compensation cost for LTPP (EPS) reflects the cost of awards that are probable to vest at the end of the performance period.

---

For the three and six months ended April 30, 2020, the company's income tax expense was $20 million with an effective tax rate of 16.5 percent and $42 million with an effective tax rate of 12.4 percent, respectively. For the three months ended April 30, 2020, there were no significant discrete tax items. For the six months ended April 30, 2020, our effective tax rate and the resulting provision for income taxes were impacted by a discrete tax benefit of $14 million related to the excess tax benefits from stock-based compensation.

Our calculation of income tax expense for the three and six months ended April 30, 2020 is dependent in part on forecasts of full year results. The impact of the COVID-19 outbreak on the economic environment is uncertain and may change these forecasts, which could impact tax expense.

For the three and six months ended April 30, 2019, the company's income tax expense was $36 million with an effective tax rate of 16.5 percent and an income tax benefit of $220 million with an effective tax rate of (47.2) percent, respectively. For the six months ended April 30, 2019, our effective tax rate and the resulting provision for income taxes were significantly impacted by a discrete benefit of $299 million related to the extension of the company’s tax incentive in Singapore. The income tax provision for the three and six months ended April 30, 2019 also includes the excess tax benefits from stock-based compensation of $3 million and $7 million, respectively.

In the U.S., tax years remain open back to the year 2016 for federal income tax purposes and the year 2015 for significant states. In other major jurisdictions where the company conducts business, the tax years generally remain open back to the year 2009.

It is reasonably possible there could be significant changes to our unrecognized tax benefits in the next twelve months due to either the expiration of a statute of limitation or a tax audit settlement. Given the number of years and numerous matters that remain subject to examination in various tax jurisdictions, management is unable to estimate the range of possible changes to the balance of our unrecognized tax benefits. The company will continue to assess the impact of the further guidance from federal and state tax authorities on its business and consolidated financial statements. Any future adjustments will be recognized as discrete income tax expense or benefit in the period the adjustments are determined.

 

The following is a reconciliation of the numerator and denominator of the basic and diluted net income per share computations for the periods presented below:

 

	Three Months Ended							Six Months Ended
	April 30,							April 30,
	2020				2019			2020				2019
	(in millions)
Numerator:
Net income	$	101			$	182		$	298			$	686
Denominator:
Basic weighted-average shares	309				317			310				318
Potential common shares— stock options and other employee stock plans	3				4			3				4
Diluted weighted-average shares	312				321			313				322

 

The dilutive effect of share-based awards is reflected in diluted net income per share by application of the treasury stock method, which includes consideration of unamortized share-based compensation expense and the dilutive effect of in-the-money options and non-vested restricted stock units. Under the treasury stock method, the amount the employee must pay for exercising

---

stock options and unamortized share-based compensation expense collectively are assumed proceeds to be used to repurchase hypothetical shares. An increase in the fair market value of the company's common stock can result in a greater dilutive effect from potentially dilutive awards.

We exclude stock options with exercise prices greater than the average market price of our common stock from the calculation of diluted earnings per share because their effect would be anti-dilutive. In addition, we exclude from the calculation of diluted earnings per share stock options, ESPP, LTPP and restricted stock awards whose combined exercise price and unamortized fair value were greater than the average market price of our common stock because their effect would also be anti-dilutive.  

For the three and six months ended April 30, 2020, the impact of the anti-dilutive potential common shares that were excluded from the calculation of diluted earnings per share was not material. For the three and six months ended April 30, 2019, no potential common shares were excluded from the calculation of diluted earnings per share.

 

	April 30, 2020				October 31, 2019
	(in millions)
Finished goods	$	418			$	416
Purchased parts and fabricated assemblies	332				263
Inventory	$	750			$	679

As a lessee, we have various non-cancelable operating lease agreements for office space, warehouses, distribution centers, research and development facilities, manufacturing and production locations as well as vehicles, personal computers and other equipment. Our real estate leases have remaining lease terms of one to thirty years, which represent the non-cancelable periods of the leases and include extension options that we determined are reasonably certain to be exercised. We exclude options that are not reasonably certain to be exercised from our lease terms, ranging from six months to twenty years. Our lease payments consist primarily of fixed rental payments for the right to use the underlying leased assets over the lease terms as well as payments for common area maintenance. We often receive incentives from our landlords, such as rent abatement periods, which effectively reduce the total lease payments owed for these leases. Vehicle, personal computer and other equipment operating leases have terms between three and five years.

Prior to the adoption of the new lease accounting standard, future minimum lease payments as of October 31, 2019 and previously disclosed in the company’s Annual Report on Form 10-K for the fiscal year ended October 31, 2019 under non- cancelable leases with initial terms exceeding twelve months were as follows:

	Operating Leases
	(in millions)
2020	$	52
2021	41
2022	29
2023	21
2024	14
2025 and thereafter	56
Total future minimum lease payments	$	213

---

The components of lease cost for operating leases were as follows:

	Three Months Ended				Six Months Ended
	April 30, 2020				April 30, 2020
	(in millions)
Operating lease cost	$	16			$	31
Short-term lease cost	1				1
Variable lease cost (a)	3				7
Sublease income	(3		)		(7		)
Total lease cost	$	17			$	32

(a) Variable lease cost includes cancelable leases, non-fixed maintenance costs and non-recoverable transaction taxes.

Supplemental cash flow information related to leases was as follows:

	Six Months Ended
	April 30, 2020
	(in millions)
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flow from operating leases	$	29
Non-cash right of use assets obtained in exchange for operating lease obligations	$	27

Supplemental balance sheet information related to leases was as follows:

	Financial Statement Line Item		April 30, 2020
			(in millions, except lease term and discount rate)
Assets:
Operating lease:
Right of use asset	Other assets		$	188
Liabilities:
Current
Operating lease liabilities	Other accrued liabilities		$	51
Long-Term
Operating lease liabilities	Other long-term liabilities		$	138
Weighted average remaining lease term in years
Operating leases			8.1 years
Weighted average discount rate
Operating leases			2.1		%

---

Future minimum rents payable as of April 30, 2020 under non-cancelable leases with initial terms exceeding one year reconcile to lease liabilities included in the condensed consolidated balance sheet as follows:

		Operating Leases
		(in millions)
Remainder of 2020		$	28
2021		49
2022		37
2023		25
2024		14
2025 and thereafter		55
Total undiscounted future minimum lease payments		$	208
Less: amount of lease payments representing interest		(19		)
Present value of future minimum lease payments		$	189
Less: current liabilities		(51		)
Long-term lease liabilities		$	138

As of April 30, 2020, we had no additional significant operating or finance leases that had not yet commenced.

As a lessor, we have contracts for equipment leased to customers in connection with our diagnostics business which include both operating-type lease and sales-type lease arrangements. We account for the non-lease component under the revenue recognition rules and the lease component under the leasing guidance. Equipment lease revenue for operating lease agreements is recognized as visualization kits and reagents are shipped over the life of the lease, and the cost of customer leased equipment is recorded within property, plant and equipment, net in the condensed consolidated balance sheet and depreciated over the equipment’s estimated useful life. For an arrangement that has been classified as a sales-type lease, revenue is recognized when the transfer of control of the underlying leased asset has occurred and the net investment lease recorded which is calculated at the present value of the remaining lease payments due from the lessee.

Revenue allocated to the lease income for both finance/sales-type lease and operating lease rental arrangements represents less than one percent of total net revenue in the three and six months ended April 30, 2020.

---

 

The following table presents goodwill balances and the movements for each of our reportable segments during the six months ended April 30, 2020:

 

	Life Sciences and Applied Markets				Diagnostics and Genomics				Agilent CrossLab				Total
	(in millions)
Goodwill as of October 31, 2019	$	1,438			$	1,594			$	561			$	3,593
Foreign currency translation impact	(4		)		(4		)		(3		)		(11		)
Goodwill as of April 30, 2020	$	1,434			$	1,590			$	558			$	3,582

The components of other intangible assets as of April 30, 2020 and October 31, 2019 are shown in the table below:

 

	Purchased Other Intangible Assets
	Gross Carrying Amount				Accumulated Amortization				Net Book Value
	(in millions)
As of October 31, 2019
Purchased technology	$	1,413			$	763			$	650
Backlog	5				5				—
Trademark/Tradename	196				102				94
Customer relationships	329				87				242
Third-party technology and licenses	28				22				6
Total amortizable intangible assets	1,971				979				992
In-Process R&D	115				—				115
Total	$	2,086			$	979			$	1,107
As of April 30, 2020
Purchased technology	$	1,412			$	810			$	602
Trademark/Tradename	196				110				86
Customer relationships	328				123				205
Third-party technology and licenses	28				23				5
Total amortizable intangible assets	1,964				1,066				898
In-Process R&D	23				—				23
Total	$	1,987			$	1,066			$	921

During the six months ended April 30, 2020, there were no additions to goodwill and there were no additions to other intangible assets. During the six months ended April 30, 2020, other intangible assets decreased $1 million due to the impact of foreign currency translation.

In general, for United States federal tax purposes, goodwill from asset purchases is deductible; however, any goodwill created as part of a stock acquisition is not deductible. 

Each quarter we review the events and circumstances to determine if impairment of indefinite-lived intangible assets and goodwill is indicated. During the three and six months ended April 30, 2020, we did not identify any triggering events or circumstances, including events due to COVID-19, which would indicate an impairment of goodwill. During the three and six months ended April 30, 2020, we recorded an impairment of in-process research and development of $90 million related to the shut-down of our sequencer development program in our diagnostics and genomics segment. There were no indicators of impairments of indefinite-lived intangible assets or goodwill during the three and six months ended April 30, 2019, respectively.

Amortization expense of intangible assets was $47 million and $95 million for the three and six months ended April 30, 2020, respectively. Amortization expense of intangible assets was $26 million and $55 million for the three and six months ended April 30, 2019, respectively.

---

Future amortization expense related to existing finite-lived purchased intangible assets for the remainder of fiscal year 2020 and for each of the five succeeding fiscal years and thereafter is estimated below:

Estimated future amortization expense:
(in millions)
Remainder of 2020	$	91
2021	$	172
2022	$	150
2023	$	107
2024	$	86
2025	$	68
Thereafter	$	224

 

The authoritative guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, we consider the principal or most advantageous market and assumptions that market participants would use when pricing the asset or liability.

Fair Value Hierarchy

The guidance establishes a fair value hierarchy that prioritizes the use of inputs used in valuation techniques into three levels. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. There are three levels of inputs that may be used to measure fair value:

Level 1- applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2- applies to assets or liabilities for which there are inputs other than quoted prices included within level 1 that are observable, either directly or indirectly, for the asset or liability such as: quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in less active markets; or other inputs that can be derived principally from, or corroborated by, observable market data.

Level 3- applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

---

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

 

Financial assets and liabilities measured at fair value on a recurring basis as of April 30, 2020 were as follows:

 

					Fair Value Measurement at April 30, 2020 Using
	April 30, 2020				Quoted Prices  in Active  Markets for  Identical Assets  (Level 1)				Significant  Other  Observable  Inputs  (Level 2)				Significant  Unobservable  Inputs  (Level 3)
	(in millions)
Assets:
Short-term
Cash equivalents (money market funds)	$	682			$	682			$	—			$	—
Derivative instruments (foreign exchange contracts)	8				—				8				—
Long-term
Trading securities	27				27				—				—
Other investments	22				—				22				—
Total assets measured at fair value	$	739			$	709			$	30			$	—
Liabilities:
Short-term
Derivative instruments (foreign exchange contracts)	$	7			$	—			$	7			$	—
Long-term
Deferred compensation liability	27				—				27				—
Total liabilities measured at fair value	$	34			$	—			$	34			$	—

Financial assets and liabilities measured at fair value on a recurring basis as of October 31, 2019 were as follows:

 

					Fair Value Measurement at October 31, 2019 Using
	October 31, 2019				Quoted Prices  in Active  Markets for  Identical Assets  (Level 1)				Significant  Other  Observable  Inputs  (Level 2)				Significant  Unobservable  Inputs  (Level 3)
	(in millions)
Assets:
Short-term
Cash equivalents (money market funds)	$	784			$	784			$	—			$	—
Derivative instruments (foreign exchange contracts)	12				—				12				—
Long-term
Trading securities	30				30				—				—
Other investments	25				—				25				—
Total assets measured at fair value	$	851			$	814			$	37			$	—
Liabilities:
Short-term
Derivative instruments (foreign exchange contracts)	$	6			$	—			$	6			$	—
Long-term
Deferred compensation liability	30				—				30				—
Total liabilities measured at fair value	$	36			$	—			$	36			$	—

 

Our money market funds and trading securities are generally valued using quoted market prices and therefore are classified within level 1 of the fair value hierarchy. Our derivative financial instruments are classified within level 2, as there is not an active market for each hedge contract, but the inputs used to calculate the value of the instruments are tied to active markets. Our deferred compensation liability is classified as level 2 because, although the values are not directly based on quoted market prices, the inputs used in the calculations are observable. Other investments represent shares we own in a special fund that targets underlying investments of approximately 40 percent in debt securities and 60 percent in equity securities. It has been classified as level 2

---

because, although the shares of the fund are not traded on any active stock exchange, each of the individual underlying securities are or can be derived from and hence we have a readily determinable value for the underlying securities, from which we are able to determine the fair market value for the special fund itself.

Trading securities, which is comprised of mutual funds, bonds and other similar instruments, other investments and deferred compensation liability are reported at fair value, with gains or losses resulting from changes in fair value recognized currently in net income. Certain derivative instruments are reported at fair value, with unrealized gains and losses, net of tax, included in accumulated other comprehensive loss within stockholders' equity. Realized gains and losses from the sale of these instruments are recorded in net income.

Impairment of Investments. There were no impairments of investments for the three and six months ended April 30, 2020 and 2019.

 

Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

For the three and six months ended April 30, 2020 long-lived assets held and used with a carrying amount of $98 million were written down to fair value of zero, resulting in an impairment of $98 million related to the shut-down of our sequencer development program in our diagnostics and genomics segment. For the three and six months ended April 30, 2019, there were no impairments of long-lived assets held and used. For the three and six months ended April 30, 2020 and 2019, there were no impairments of long-lived assets held for sale.

For the three and six months ended April 30, 2020 and 2019, there was no impairment of non-marketable securities. For the three months ended April 30, 2020 and 2019, an unrealized gain of $11 million and zero, respectively, was included in net income as adjustments to the carrying value of non-marketable equity securities without readily determinable fair value based on an observable market transaction. For the six months ended April 30, 2020 and 2019, an unrealized gain of $27 million and $1 million, respectively, was included in net income as an adjustment to the carrying value of non-marketable equity securities without readily determinable fair value based on an observable market transaction. As of April 30, 2020 and October 31, 2019, the carrying amount of non-marketable equity securities without readily determinable fair values was $91 million and $47 million, respectively.

Fair values for the non-marketable securities included in long-term investments on the condensed consolidated balance sheet were measured using Level 3 inputs because they are primarily equity stock issued by private companies without quoted market prices. To estimate the fair value of our non-marketable securities, we use the measurement alternative to record these investments at cost and to adjust for impairments and observable price changes (orderly transactions for the identical or a similar security from the same issuer) as and when it occurs.

 

We are exposed to foreign currency exchange rate fluctuations and interest rate changes in the normal course of our business. As part of our risk management strategy, we use derivative instruments, primarily forward contracts and purchased options to hedge economic and/or accounting exposures resulting from changes in foreign currency exchange rates.

 

Cash Flow Hedges

 

We enter into foreign exchange contracts to hedge our forecasted operational cash flow exposures resulting from changes in foreign currency exchange rates. These foreign exchange contracts, carried at fair value, have maturities between one and twelve months. These derivative instruments are designated and qualify as cash flow hedges under the criteria prescribed in the authoritative guidance and are assessed for effectiveness against the underlying exposure every reporting period. For open contracts as of April 30, 2020 changes in the time value of the foreign exchange contract are excluded from the assessment of hedge effectiveness and are recognized in cost of sales over the life of the foreign exchange contract. The changes in fair value of the effective portion of the derivative instrument are recognized in accumulated other comprehensive income (loss). Amounts associated with cash flow hedges are reclassified to cost of sales in the condensed consolidated statement of operations when the forecasted transaction occurs. If it becomes probable that the forecasted transaction will not occur, the hedge relationship will be de-designated and amounts accumulated in other comprehensive income (loss) will be reclassified to other income (expense) in the current period. Changes in the fair value of the ineffective portion of derivative instruments are recognized in other income (expense) in the condensed consolidated statement of operations in the current period. We record the premium paid (time value) of an option on the date of purchase as an asset. For options designated as cash flow hedges, changes in the time value are excluded from the assessment of hedge effectiveness and are recognized in cost of sales over the life of the option contract. For the three and six months ended April 30, 2020 and 2019, ineffectiveness and gains and losses recognized in other income (expense) due to de-designation of cash flow hedge contracts were not significant.

---

In July 2012, Agilent executed treasury lock agreements for $400 million in connection with future interest payments to be made on our 2022 senior notes issued on September 10, 2012. We designated the treasury lock as a cash flow hedge. The treasury lock contracts were terminated on September 10, 2012, and we recognized a deferred gain in accumulated other comprehensive income which is being amortized to interest expense over the life of the 2022 senior notes. The remaining gain to be amortized related to the treasury lock agreements at April 30, 2020 was $1 million.

In February 2016, Agilent executed three forward-starting pay fixed/receive variable interest rate swaps for the notional amount of $300 million in connection with future interest payments to be made on our 2026 senior notes issued on September 15, 2016. These derivative instruments were designated and qualified as cash flow hedges under the criteria prescribed in the authoritative guidance. The swap arrangements were terminated on September 15, 2016 with a payment of $10 million, and we recognized this as a deferred loss in accumulated other comprehensive income which is being amortized to interest expense over the life of the 2026 senior notes. The remaining loss to be amortized related to the interest rate swap agreements at April 30, 2020 was $6 million.

In August 2019, Agilent executed treasury lock agreements for $250 million in connection with future interest payments to be made on our 2029 senior notes issued on September 16, 2019. We designated the treasury lock as a cash flow hedge. The treasury lock contracts were terminated on September 6, 2019, and we recognized a deferred loss in accumulated other comprehensive income which is being amortized to interest expense over the life of the 2029 senior notes. The remaining loss to be amortized related to the treasury lock agreements at April 30, 2020 was $6 million.

Net Investment Hedges

Starting in 2020, we enter into foreign exchange contracts to hedge net investments in foreign operations to mitigate the risk of adverse movements in exchange rates. These foreign exchange contracts are carried at fair value and are designated and qualify as net investment hedges under the criteria prescribed in the authoritative guidance. Changes in fair value of the effective portion of the derivative instrument are recognized in accumulated other comprehensive income (loss) and are assessed for effectiveness against the underlying exposure every reporting period. If the company’s net investment changes during the year, the hedge relationship will be assessed and de-designated if the hedge notional amount is outside of prescribed tolerance with a gain/loss reclassified from other comprehensive income (loss) to other income (expense) in the current period. As of April 30, 2020, we have an open forward contract to sell euros to buy USD maturing in the third quarter and designated as a net investment hedge of the U.S. parent's interest in foreign subsidiaries denominated in euros functional currency. In the three and six months ended April 30, 2020, the change in fair value of the net investment hedge resulted in a gain of $1 million recognized in accumulated other comprehensive income. For the three and six months ended April 30, 2020, ineffectiveness and the resultant effect of any gains or losses recognized in other income (expense) due to de-designation of the hedge contracts were not significant.

Other Hedges

 

Additionally, we enter into foreign exchange contracts to hedge monetary assets and liabilities that are denominated in currencies other than the functional currency of our subsidiaries. These foreign exchange contracts are carried at fair value and do not qualify for hedge accounting treatment and are not designated as hedging instruments. Changes in value of the derivative instruments are recognized in other income (expense) in the condensed consolidated statement of operations, in the current period, along with the offsetting foreign currency gain or loss on the underlying assets or liabilities.

 

Our use of derivative instruments exposes us to credit risk to the extent that the counterparties may be unable to meet the terms of the agreement. We do, however, seek to mitigate such risks by limiting our counterparties to major financial institutions which are selected based on their credit ratings and other factors. We have established policies and procedures for mitigating credit risk that include establishing counterparty credit limits, monitoring credit exposures, and continually assessing the creditworthiness of counterparties.

A number of our derivative agreements contain threshold limits to the net liability position with counterparties and are dependent on our corporate credit rating determined by the major credit rating agencies. The counterparties to the derivative instruments may request collateralization, in accordance with derivative agreements, on derivative instruments in net liability positions.

The aggregate fair value of all derivative instruments with credit-risk-related contingent features that were in a net liability position as of April 30, 2020, was $3 million. The credit-risk-related contingent features underlying these agreements had not been triggered as of April 30, 2020.

---

There were 255 foreign exchange forward contracts open as of April 30, 2020 and designated as cash flow hedges. There were 193 foreign exchange forward contracts open as of April 30, 2020 not designated as hedging instruments. There were 2 foreign exchange forward contracts open as of April 30, 2020 and designated as a net investment hedge. The aggregated notional amounts by currency and designation as of April 30, 2020 were as follows:

 

		Derivatives  Designated as Cash Flow Hedges				Derivatives Designated as Net Investment Hedges				Derivatives Not Designated as  Hedging Instruments
		Forward Contracts USD				Forward Contracts USD				Forward Contracts USD
Currency		Buy/(Sell)				Buy/(Sell)				Buy/(Sell)
		(in millions)
Euro		$	(48	)		$	(55	)		$	95
British Pound		(39		)		—				—
Canadian Dollar		(33		)		—				21
Japanese Yen		(75		)		—				10
Korean Won		(48		)		—				(31		)
Singapore Dollar		12				—				15
Chinese Yuan Renminbi		(66		)		—				(66		)
Swedish Krona		—				—				(9		)
Other		3				—				(12		)
Totals		$	(294	)		$	(55	)		$	23

 

Derivative instruments are subject to master netting arrangements and are disclosed gross in the balance sheet in accordance with the authoritative guidance. The gross fair values and balance sheet location of derivative instruments held in the consolidated balance sheet as of April 30, 2020 and October 31, 2019 were as follows:

Fair Values of Derivative Instruments
Asset Derivatives										Liability Derivatives
		Fair Value										Fair Value
Balance Sheet Location		April 30, 2020				October 31, 2019				Balance Sheet Location		April 30, 2020				October 31, 2019
(in millions)
Derivatives designated as hedging instruments:
Cash flow hedges
Foreign exchange contracts
Other current assets		$	5			$	3			Other accrued liabilities		$	4			$	2
Net investment hedges
Foreign exchange contracts
Other current assets		$	1			$	—			Other accrued liabilities		$	—			$	—
Derivatives not designated as hedging instruments:
Foreign exchange contracts
Other current assets		$	2			$	9			Other accrued liabilities		$	3			$	4
Total derivatives		$	8			$	12					$	7			$	6

---

The effect of derivative instruments for foreign exchange contracts designated as hedging instruments and not designated as hedging instruments in our consolidated statement of operations were as follows

	Three Months Ended								Six Months Ended
	April 30,								April 30,
	2020				2019				2020				2019
	(in millions)
Derivatives designated as hedging instruments:
Cash Flow Hedges
Foreign exchange contracts:
Gain (loss) recognized in accumulated other comprehensive loss	$	2			$	4			$	3			$	(2	)
Loss reclassified from accumulated other comprehensive loss into interest expense	$	(1	)		$	—			$	(1	)		$	—
Gain reclassified from accumulated other comprehensive loss into cost of sales	$	2			$	—			$	2			$	5
Gain on time value of forward contracts recorded in cost of sales	$	2			$	1			$	2			$	2
Net Investment Hedges
Foreign exchange contracts:
Gain recognized in accumulated other comprehensive loss	$	1			$	—			$	1			$	—
Derivatives not designated as hedging instruments:
Gain (loss) recognized in other income (expense)	$	(1	)		$	1			$	(3	)		$	(2	)

---

Components of net periodic costs (benefits). For the three and six months ended April 30, 2020 and 2019, our net pension and post retirement benefit costs (benefits) were comprised of the following:

 

	Three Months Ended April 30
	U.S. Pension Plans								Non-U.S. Pension Plans								U.S. Post Retirement Benefit Plans
	2020				2019				2020				2019				2020				2019
	(in millions)
Service cost—benefits earned during the period	$	—			$	—			$	5			$	4			$	—			$	—
Interest cost on benefit obligation	4				5				2				3				1				1
Expected return on plan assets	(7		)		(7		)		(12		)		(11		)		(2		)		(1		)
Amortization:
Actuarial losses	1				—				12				9				1				1
Prior service credits	—				—				—				—				(2		)		(2		)
Total net plan costs (benefits)	$	(2	)		$	(2	)		$	7			$	5			$	(2	)		$	(1	)

	Six Months Ended April 30
	U.S. Pension Plans								Non-U.S. Pension Plans								U.S. Post Retirement Benefit Plans
	2020				2019				2020				2019				2020				2019
	(in millions)
Service cost—benefits earned during the period	$	—			$	—			$	12			$	10			$	—			$	—
Interest cost on benefit obligation	8				10				4				6				2				1
Expected return on plan assets	(15		)		(14		)		(24		)		(22		)		(3		)		(2		)
Amortization:
Actuarial losses	2				—				24				18				2				2
Prior service credits	—				—				—				—				(4		)		(4		)
Total net plan costs (benefits)	$	(5	)		$	(4	)		$	16			$	12			$	(3	)		$	(3	)

The service cost component is recorded in cost of sales and operating expenses in the condensed consolidated statement of operations. All other cost components are recorded in other income (expense), net in the condensed consolidated statement of operations.

We made no contributions to our U.S. defined benefit plans during the three and six months ended April 30, 2020, respectively. We contributed $14 million and $19 million to our non-U.S. defined benefit plans during the three and six months ended April 30, 2020, respectively.

We made no contributions to our U.S. defined benefit plans during the three and six months ended April 30, 2019, respectively. We contributed $5 million and $11 million to our non-U.S. defined benefit plans during the three and six months ended April 30, 2019, respectively.

We do not expect to contribute to our U.S. defined benefit plans during the remainder of 2020 and we expect to contribute $16 million to our non-U.S. defined benefit plans during the remainder of 2020.

 

Warranties

 

We accrue for standard warranty costs based on historical trends in warranty charges as a percentage of net product shipments. The accrual is reviewed regularly and periodically adjusted to reflect changes in warranty cost estimates. Estimated warranty charges are recorded within cost of products at the time products are sold. The standard warranty accrual balances are held in other accrued and other long-term liabilities on our condensed consolidated balance sheet. Our standard warranty terms typically extend to one year from the date of delivery, depending on the product.

---

 

A summary of the standard warranty accrual activity is shown in the table below:

 

	Six Months Ended
	April 30,
	2020				2019
	(in millions)
Beginning balance as of November 1,	$	32			$	35
Accruals for warranties including change in estimate	25				27
Settlements made during the period	(27		)		(30		)
Ending balance as of April 30	$	30			$	32
Accruals for warranties due within one year	$	30			$	32

 

Bank Guarantees

Guarantees consist primarily of outstanding standby letters of credit and bank guarantees and were approximately $39 million as of April 30, 2020 and $40 million as of October 31, 2019. A standby letter of credit is a guarantee of payment issued by a bank on behalf of us that is used as payment of last resort should we fail to fulfill a contractual commitment with a third party. A bank guarantee is a promise from a bank or other lending institution that if we default on a loan, the bank will cover the loss.

Contingencies

 

We are involved in lawsuits, claims, investigations and proceedings, including, but not limited to, intellectual property, commercial, real estate, environmental and employment matters, which arise in the ordinary course of business. There are no matters pending that we currently believe are probable and reasonably possible of having a material impact to our business, consolidated financial condition, results of operations or cash flows.

 

Credit Facilities

 

On March 13, 2019, Agilent entered into a credit agreement with a group of financial institutions which provided for a $1 billion five-year unsecured credit facility that will expire on March 13, 2024. During the six months ended April 30, 2020, we borrowed $798 million and repaid $713 million under the credit facility. As of April 30, 2020, the company had borrowings of $200 million outstanding under the credit facility. We were in compliance with the covenants for the credit facility during the six months ended April 30, 2020. On August 7, 2019, we entered into an amendment to the credit agreement, which provided for a $500 million short-term loan facility that was used in full to complete the BioTek acquisition and which is outstanding at April 30, 2020. On October 21, 2019, we entered into a second amendment to the credit agreement, which refreshed the amount available for additional incremental term loan facilities under the credit agreement to permit additional incremental facilities of up to $500 million. We had no borrowings under the additional incremental loan facilities as of April 30, 2020. On April 17, 2020, we entered into a third amendment to the credit agreement which provides the company with the option to request the consent of the applicable class of lenders to extend the maturity date of revolving borrowings and swingline loans for an additional period of one year and of the 2019 incremental term loans for an additional period of up to 364 days.

Commercial Paper

In May 2020, the company established a U.S. commercial paper program, under which the company may issue and sell unsecured, short-term promissory notes in the aggregate principal amount not to exceed $1.0 billion with up to 397-day maturities. At any point in time, the company intends to maintain available commitments under its revolving credit facility in an amount at least equal to the amount of the commercial paper notes outstanding. Amounts available under the program may be borrowed, repaid and re-borrowed from time to time. The proceeds from issuances under the program may be used for general corporate purposes.

---

 

Senior Notes

 

The following table summarizes the company’s long-term senior notes:

 

	April 30, 2020				October 31, 2019
	Amortized Principal				Amortized Principal
	(in millions)
2022 Senior Notes	$	399			$	399
2023 Senior Notes	598				597
2026 Senior Notes	298				298
2029 Senior Notes	493				492
Total	$	1,788			$	1,786

 

Stock Repurchase Program

 

On November 19, 2018 we announced that our board of directors had approved a new share repurchase program (the "2019 repurchase program") designed, among other things, to reduce or eliminate dilution resulting from issuance of stock under the company's employee equity incentive programs. The 2019 repurchase program authorizes the purchase of up to $1.75 billion of our common stock at the company's discretion and has no fixed termination date. The 2019 repurchase program does not require the company to acquire a specific number of shares and may be suspended, amended or discontinued at any time.

During the three and six months ended April 30, 2020, we repurchased and retired approximately 1.663 million shares for $126 million and 2.389 million shares for $186 million, respectively, under this authorization. During the three and six months ended April 30, 2019, we repurchased approximately 638,000 shares for $50 million and 1.766 million shares for $125 million, respectively, under this authorization. During the three and six months ended April 30, 2019 we retired approximately 629,000 shares for $49 million and 1.757 million shares for $124 million, respectively. As of April 30, 2020, we had remaining authorization to repurchase up to $841 million of our common stock under this program. On March 23, 2020, we suspended stock repurchases in light of the COVID-19 pandemic, and we have the ability to reinstate repurchases as circumstances warrant.

 

Cash Dividends on Shares of Common Stock

 

During the three and six months ended April 30, 2020, we paid cash dividends of $0.18 per common share or $55 million and $0.360 per common share or $111 million, respectively, on the company's common stock. During the three and six months ended April 30, 2019, we paid cash dividends of $0.164 per common share or $52 million and $0.328 per common share or $104 million, respectively, on the company's common stock.

On May 20, 2020, our board of directors declared a quarterly dividend of $0.18 per share of common stock or approximately $56 million which will be paid on July 22, 2020 to all shareholders of record at close of business on June 30, 2020. The timing and amounts of any future dividends are subject to determination and approval by our board of directors.

---

Accumulated Other Comprehensive Income (Loss)

Changes in accumulated other comprehensive income (loss) by component and related tax effects were as follows (in millions):

						Net defined benefit pension cost and post retirement plan costs
Three Months Ended April 30, 2020		Foreign currency translation				Prior service credits				Actuarial Losses				Unrealized gains (losses) on derivatives				Total
		(in millions)
As of January 31, 2020		$	(215	)		$	128			$	(431	)		$	(3	)		$	(521	)
Other comprehensive income (loss) before reclassifications		(29		)		—				—				2				(27		)
Amounts reclassified out of accumulated other comprehensive income (loss)		—				(2		)		14				(1		)		11
Tax (expense) benefit		—				1				(2		)		—				(1		)
Other comprehensive income (loss)		(29		)		(1		)		12				1				(17		)
As of April 30, 2020		$	(244	)		$	127			$	(419	)		$	(2	)		$	(538	)
Six Months Ended April 30, 2020
As of October 31, 2019		$	(204	)		$	131			$	(437	)		$	(4	)		$	(514	)
Other comprehensive income (loss) before reclassifications		(40		)		—				(5		)		3				(42		)
Amounts reclassified out of accumulated other comprehensive income (loss)		—				(4		)		28				(1		)		23
Tax expense		—				—				(5		)		—				(5		)
Other comprehensive income (loss)		(40		)		(4		)		18				2				(24		)
As of April 30, 2020		$	(244	)		$	127			$	(419	)		$	(2	)		$	(538	)

---

Reclassifications out of accumulated other comprehensive income (loss) for the three and six months ended April 30, 2020 and 2019 were as follows (in millions):

Details about accumulated other comprehensive income (loss) components		Amounts Reclassified from other comprehensive income (loss)																Affected line item in statement of operations
		Three Months Ended								Six Months Ended
		April 30,								April 30,
		2020				2019				2020				2019
Unrealized gain on derivatives		$	2			$	—			$	2			$	5			Cost of products
		(1		)		—				(1		)		—				Interest expense
		1				—				1				5				Total before income tax
		—				—				—				(1		)		Provision for income tax
		1				—				1				4				Total net of income tax
Net defined benefit pension cost and post retirement plan costs:
Actuarial net loss		(14		)		(10		)		(28		)		(20		)
Prior service benefit		2				2				4				4
		(12		)		(8		)		(24		)		(16		)		Total before income tax
		2				1				8				5				Benefit for income tax
		(10		)		(7		)		(16		)		(11		)		Total net of income tax
Total reclassifications for the period		$	(9	)		$	(7	)		$	(15	)		$	(7	)

Amounts in parentheses indicate reductions to income and increases to other comprehensive income (loss).

Reclassifications out of accumulated other comprehensive income (loss) of prior service benefit and actuarial net loss in respect of retirement plans and post retirement pension plans are included in the computation of net periodic cost (see Note 13, "Retirement Plans and Post Retirement Pension Plans").

 

Description of segments. We are a global leader in life sciences, diagnostics and applied chemical markets, providing application focused solutions that include instruments, software, services and consumables for the entire laboratory workflow. Agilent has three business segments comprised of the life sciences and applied markets business, diagnostics and genomics business and the Agilent CrossLab business each of which comprises a reportable segment. The three operating segments were determined based primarily on how the chief operating decision maker views and evaluates our operations. Operating results are regularly reviewed by the chief operating decision maker to make decisions about resources to be allocated to the segment and to assess its performance. Other factors, including market separation and customer specific applications, go-to-market channels, products and services and manufacturing are considered in determining the formation of these operating segments.

A description of our three reportable segments is as follows:

Our life sciences and applied markets business provides application-focused solutions that include instruments and software that enable customers to identify, quantify and analyze the physical and biological properties of substances and products, as well as enable customers in the clinical and life sciences research areas to interrogate samples at the molecular and cellular level. Key product categories include: liquid chromatography ("LC") systems and components; liquid chromatography mass spectrometry ("LCMS") systems; gas chromatography ("GC") systems and components; gas chromatography mass spectrometry ("GCMS") systems; inductively coupled plasma mass spectrometry ("ICP-MS") instruments; atomic absorption ("AA") instruments; microwave plasma-atomic emission spectrometry ("MP-AES") instruments; inductively coupled plasma optical emission spectrometry ("ICP-OES") instruments; raman spectroscopy; cell analysis plate based assays; flow cytometer; real-time cell

---

analyzer; cell imaging systems; microplate reader; laboratory software for sample tracking; information management and analytics; laboratory automation and robotic systems; dissolution testing; vacuum pumps and measurement technologies.

Our diagnostics and genomics business is comprised of six areas of activity providing active pharmaceutical ingredients ("APIs") for oligo-based therapeutics as well as solutions that include reagents, instruments, software and consumables, which enable customers in the clinical and life sciences research areas to interrogate samples at the cellular and molecular level. First, our genomics business includes arrays for DNA mutation detection, genotyping, gene copy number determination, identification of gene rearrangements, DNA methylation profiling, gene expression profiling, as well as next generation sequencing ("NGS") target enrichment and genetic data management and interpretation support software. This business also includes solutions that enable clinical labs to identify DNA variants associated with genetic disease and help direct cancer therapy. Second, our nucleic acid solutions business provides equipment and expertise focused on production of synthesized oligonucleotides under pharmaceutical good manufacturing practices ("GMP") conditions for use as API in an emerging class of drugs that utilize nucleic acid molecules for disease therapy. Third, our pathology solutions business is focused on product offerings for cancer diagnostics and anatomic pathology workflows. The broad portfolio of offerings includes immunohistochemistry ("IHC"), in situ hybridization ("ISH"), hematoxylin and eosin ("H&E") staining and special staining. Fourth, we also collaborate with a number of major pharmaceutical companies to develop new potential pharmacodiagnostics, also known as companion diagnostics, which may be used to identify patients most likely to benefit from a specific targeted therapy. Fifth, the reagent partnership business is a provider of reagents used for turbidimetry and flow cytometry. Finally, our biomolecular analysis business provides complete workflow solutions, including instruments, consumables and software, for quality control analysis of nucleic acid samples.  Samples are analyzed using quantitative and qualitative techniques to ensure accuracy in further genomics analysis techniques utilized in clinical and life science research applications.

The Agilent CrossLab business spans the entire lab with its extensive consumables and services portfolio, which is designed to improve customer outcomes. Most of the portfolio is vendor neutral, meaning Agilent can serve and supply customers regardless of their instrument purchase choices. Solutions range from chemistries and supplies to services and software helping to connect the entire lab. Key product categories in consumables include GC and LC columns, sample preparation products, custom chemistries, and a large selection of laboratory instrument supplies. Services include startup, operational, training and compliance support, software as a service, as well as asset management and consultative services that help increase customer productivity. Custom service and consumable bundles are tailored to meet the specific application needs of various industries and to keep instruments fully operational and compliant with the respective industry requirements.

A significant portion of the segments' expenses arise from shared services and infrastructure that we have historically provided to the segments in order to realize economies of scale and to efficiently use resources. These expenses, collectively called corporate charges, include legal, accounting, tax, real estate, insurance services, information technology services, treasury, order administration, other corporate infrastructure expenses and costs of centralized research and development. Charges are allocated to the segments, and the allocations have been determined on a basis that we consider to be a reasonable reflection of the utilization of services provided to or benefits received by the segments. In addition, we do not allocate amortization and impairment of acquisition-related intangible assets, transformational initiatives expenses, acquisition and integration costs, some nucleic acid solutions division ("NASD") site costs, special compliance costs and certain other charges to the operating margin for each segment because management does not include this information in its measurement of the performance of the operating segments. Transformational initiatives include expenses associated with targeted cost reduction activities such as manufacturing transfers, site consolidations, legal entity and other business reorganizations and in-sourcing or outsourcing of activities.

The following tables reflect the results of our reportable segments under our management reporting system. The performance of each segment is measured based on several metrics, including segment income from operations. These results are used, in part, by the chief operating decision maker in evaluating the performance of, and in allocating resources to, each of the segments.

---

The profitability of each of the segments is measured after excluding transformational initiatives, acquisition and integration costs, investment gains and losses, interest income, interest expense, acquisition and integration costs, non-cash amortization and other items as noted in the reconciliations below:

	Three Months Ended								Six Months Ended
	April 30,								April 30,
	2020				2019				2020				2019
	(in millions)
Net Revenue:
Life Sciences and Applied Markets	$	526			$	529			$	1,164			$	1,136
Diagnostics and Genomics	263				254				512				489
Agilent CrossLab	449				455				919				897
Total net revenue	$	1,238			$	1,238			$	2,595			$	2,522
Segment Income From Operations:
Life Sciences and Applied Markets	$	98			$	107			$	256			$	266
Diagnostics and Genomics	57				49				91				82
Agilent CrossLab	122				115				241				220
Total segment income from operations	$	277			$	271			$	588			$	568

The following table reconciles reportable segments’ income from operations to Agilent’s total enterprise income before taxes: 

	Three Months Ended								Six Months Ended
	April 30,								April 30,
	2020				2019				2020				2019
	(in millions)
Total reportable segments’ income from operations	$	277			$	271			$	588			$	568
Transformational initiatives	(15		)		(9		)		(28		)		(14		)
Amortization of intangible assets related to business combinations	(46		)		(26		)		(94		)		(54		)
Acquisition and integration costs	(11		)		(10		)		(24		)		(20		)
Asset impairment	(99		)		—				(99		)		—
NASD site costs	—				(4		)		—				(6		)
Special compliance costs	—				(1		)		—				(1		)
Other(1)	(4		)		(5		)		(26		)		(7		)
Interest income	3				10				6				20
Interest expense	(20		)		(17		)		(40		)		(35		)
Other income (expense), net (2)	36				9				57				15
Income before taxes, as reported	$	121			$	218			$	340			$	466

(1) The other category primarily includes the legal costs related to a claim we pursued against Twist Bioscience Corporation

in addition to other miscellaneous adjustments.

(2) Other income (expense), net includes the settlement of the legal claim against Twist Bioscience Corporation.

The following table reflects segment assets under our management reporting system. Segment assets include allocations of corporate assets, goodwill, net other intangibles and other assets. Unallocated assets primarily consist of cash, cash equivalents, the valuation allowance relating to deferred tax assets and other assets.  

	April 30, 2020				October 31, 2019
	(in millions)
Segment Assets:
Life Sciences and Applied Markets	$	3,112			$	3,202
Diagnostics and Genomics	2,515				2,620
Agilent CrossLab	1,343				1,331
Total segment assets	$	6,970			$	7,153

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

•	properly identify customer needs and predict future needs;

•	innovate and develop new technologies, services and applications;

•	appropriately allocate our research and development spending to products and services with higher growth prospects;

•	successfully commercialize new technologies in a timely manner;

•	manufacture and deliver new products in sufficient volumes and on time;

•	differentiate our offerings from our competitors' offerings;

•	price our products competitively;

•	anticipate our competitors' development of new products, services or technological innovations; and

•	control product quality in our manufacturing process.

•	reduced demand for our products, delays in the shipment of orders, or increases in order cancellations;

•	increased risk of excess and obsolete inventories;

•	increased price pressure for our products and services; and

•	greater risk of impairment to the value, and a detriment to the liquidity, of our investment portfolio.

---

•	interruption to transportation flows for delivery of parts to us and finished goods to our customers;

•	changes in a specific country's or region's political, economic or other conditions;

•	changes in diplomatic and trade relationships, such as the United Kingdom's exit from the European Union and the increased uncertainty around its implementation caused by COVID-19, as well as, new tariffs, trade protection measures, import or export licensing requirements, new or different customs duties, trade embargoes and sanctions and other trade barriers;

•	tariffs imposed by the U.S. on goods from other countries and tariffs imposed by other countries on U.S. goods, including the tariffs enacted and proposed by the U.S. government on various imports from China and by the Chinese government on certain U.S. goods;

•	negative consequences from changes in or differing interpretations of laws and regulations, including those related to tax and import/export;

•	difficulty in staffing and managing widespread operations;

•	differing labor regulations;

•	differing protection of intellectual property;

•	unexpected changes in regulatory requirements;

•	geopolitical uncertainty or turmoil, terrorism and war; and

•	impact of public health crises, including pandemics and epidemics, such as COVID-19 on the global economy.

---

---

---

---

---

---

---

•	increasing our vulnerability to downturns in our business, to competitive pressures and to adverse economic and industry conditions;

•	requiring the dedication of an increased portion of our expected cash flows from operations to service our indebtedness, thereby reducing the amount of expected cash flows available for other purposes, including capital expenditures, acquisitions, stock repurchases and dividends; and

•	limiting our flexibility in planning for, or reacting to, changes in our business and our industry.

---

---

(1)

On November 19, 2018 we announced that our board of directors had approved a new share repurchase program (the "2019 repurchase program") designed, among other things, to reduce or eliminate dilution resulting from issuance of stock under the company's employee equity incentive programs. The 2019 repurchase program authorizes the purchase of up to $1.75 billion of our common stock at the company's discretion and has no fixed termination date. The 2019 repurchase program does not require the company to acquire a specific number of shares and may be suspended, amended or discontinued at any time. As of April 30, 2020, all repurchased shares to date have been retired.

(2)	The weighted average price paid per share of common stock does not include the cost of commissions.

---

---