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Item 15. Exhibits and Financial Statement Schedules

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Item 15. Exhibits and Financial Statement Schedules

(a)The following documents are filed as part of this report:
1.Financial Statements.

See Index to Consolidated Financial Statements under Item 8 on Page 51 of this report.

2.Financial Statement Schedule.

The following additional financial statement schedule should be considered in conjunction with our consolidated financial statements. All other schedules have been omitted because the required information is either not applicable or not sufficiently material to require submission of the schedule:

SCHEDULE II

SCHEDULE II

VALUATION AND QUALIFYING ACCOUNTS

Column AColumn BColumn CColumn DColumn E
DescriptionBalance at Beginning of PeriodAdditions Charged to Expenses or Other Accounts*Deductions Credited to Expenses or Other Accounts**Balance at End of Period
(in millions)
2017
Tax valuation allowance$129$14$(5)$138
2016
Tax valuation allowance$131$22$(24)$129
2015
Tax valuation allowance$134$6$(9)$131
  • Additions include current year additions charged to expenses and current year build due to increases in net deferred tax assets, return to provision true-ups, other adjustments and OCI impact to deferred taxes.

** Deductions include current year releases credited to expenses and current year reductions due to decreases in net deferred tax assets, return to provision true-ups, other adjustments and OCI impact to deferred taxes.

3.Exhibits.

Exhibits are incorporated herein by reference or are filed with this report as indicated below (numbered in accordance with Item 601 of Regulation S-K):

Incorporation by Reference
Exhibit NumberDescriptionFormDateExhibit NumberFiled Herewith
2.1Separation and Distribution Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc. (pursuant to Item 601(b)(2) of Regulation S-K, schedules to the Separation and Distribution Agreement have been omitted; they will be supplementally provided to the SEC upon request)8-K8/5/20142.1
3.1Amended and Restated Certificate of Incorporation.S-18/16/19993.1
3.2Amended and Restated Bylaws.8-K11/20/20123.1
4.1Registration Rights Agreement between Agilent Technologies, Inc. and Credit Suisse First Boston Corporation, J.P. Morgan Securities, Inc. and Salomon Smith Barney, Inc. dated November 27, 2001.8-K11/27/200199.3
4.2Indenture, dated October 24, 2007, between Agilent Technologies, Inc. and the trustee for the debt securities.S-3ASR10/24/20074.01
4.3Fifth Supplemental Indenture, dated as of July 20, 2010, between the Company and U.S. Bank National Association and Form of Global Note for the Company's 5.00% Senior Notes due 2020.8-K7/20/20104.02
4.4Sixth Supplemental Indenture, dated as of September 13, 2012, between the Company and U.S. Bank National Association8-K9/13/20124.01
4.5Seventh Supplemental Indenture, dated as of June 21, 2013, between the Company and U.S. Bank National Association and Form of Global Note for the Company’s 3.875% Senior Notes due 2023.8-K6/21/20134.01
4.6Eighth Supplemental Indenture, dated as of September 22, 2016, between the Company and U.S. Bank National Association and Form of Global Note for the Company’s 3.050% Senior Note due 20268-K9/22/20164.01
10.1Agilent Technologies, Inc. 1999 Stock Plan (Amendment and Restatement Effective November 14, 2006).*10-K12/22/200610.8
10.2Form of Award Agreement (U.S.) for grants under the Agilent Technologies, Inc. 1999 Stock Plan.*8-K11/12/200410.1
10.3Form of Award Agreement (Non-U.S.) for grants under the Agilent Technologies, Inc. 1999 Stock Plan.*8-K11/12/200410.2
10.4Agilent Technologies, Inc. Employee Stock Purchase Plan (Amended and Restated, effective November 1, 2008).*10-Q9/5/200810.1
10.5Agilent Technologies, Inc. 1999 Non-Employee Director Stock Plan (Amended and Restated Effective November 14, 2007).*10-K12/21/200710.23
Incorporation by Reference
Exhibit NumberDescriptionFormDateExhibit NumberFiled Herewith
10.6Form of Stock Option Agreement for grants under the Agilent Technologies, Inc. 1999 Non-Employee Director Stock Plan.*8-K11/12/200410.3
10.7Form of Stock Option Award Agreement for grants under the Agilent Technologies, Inc. 1999 Non-Employee Director Stock Plan.*10-Q9/5/200810.2
10.8Agilent Technologies, Inc. 2009 Stock Plan.*DEF14A1/27/2009Appendix A
10.9Form of Stock Option Award Agreement under the 2009 Stock Plan for U.S. Employees (for awards made after October 31, 2010).*10‑K12/20/201010.17
10.10Form of Stock Option Award Agreement under the 2009 Stock Plan for U.S. Employees.*10-K12/21/200910.31
10.11Form of Stock Option Award Agreement under the 2009 Stock Plan for non-U.S. Employees (for awards made after October 31, 2010).*10‑K12/20/201010.19
10.12Form of Stock Option Award Agreement under the 2009 Stock Plan for non-U.S. Employees.*10-K12/21/200910.32
10.13Form of Stock Award Agreement for Standard Awards granted to Employees (for awards made after October 31, 2010).*10‑K12/20/201010.21
10.14Form of Stock Award Agreement under the 2009 Stock Plan for Standard Awards granted to Employees (for awards made after November 17, 2015).*10-K12/21/201510.26
10.15Form of Stock Award Agreement under the 2009 Stock Plan for Long-Term Performance Program Awards (for awards made after November 17, 2015). *10-K12/21/201510.28
10.16Form of Stock Award Agreement under the 2009 Stock Plan for New Executives (for awards made after November 17, 2015). *10-K12/21/201510.29
10.17Agilent Technologies, Inc. Supplemental Benefit Retirement Plan (Amended and Restated Effective May 20, 2014).*X
10.18Agilent Technologies, Inc. Long-Term Performance Program (Amended and Restated through November 1, 2005).*10-Q3/9/200610.63
10.19Agilent Technologies, Inc. 2005 Deferred Compensation Plan for Non-Employee Directors (Amended and Restated Effective November 18, 2009).*10-K12/21/200910.39
10.20Agilent Technologies, Inc. 2005 Deferred Compensation Plan (Amended and Restated Effective May 20, 2014).*X
10.21Agilent Technologies, Inc. 2010 Performance‑Based Compensation Plan for Covered Employees. (as adopted on November 19. 2014)DEF14A2/6/2015Annex A
10.22Form of Amended and Restated Indemnification Agreement between Agilent Technologies, Inc. and Directors of the Company, Section 16 Officers and Board‑elected Officers of the Company.*8-K4/10/200810.1
Incorporation by Reference
Exhibit NumberDescriptionFormDateExhibit NumberFiled Herewith
10.23Form of Tier I Change of Control Severance Agreement between Agilent Technologies, Inc. and the Chief Executive Officer*10-K12/22/201410.35
10.24Form of Amended and Restated Change of Control Severance Agreement between Agilent Technologies, Inc. and Section 16 Officers (other than the Company's Chief Executive Officer).*8-K4/10/200810.3
10.25Form of Tier II Change of Control Severance Agreement between Agilent Technologies, Inc. and Section 16 Officers (other than the Company’s Chief Executive Offier)*10-K12/22/201410.37
10.26Form of New Executive Officer Change of Control Severance Agreement between Agilent Technologies, Inc. and specified executives of the Company (for executives hired, elected or promoted after July 14, 2009).*10-K12/21/200910.50
10.27Form of Tier III Change of Control Severance Agreement between Agilent Technologies, Inc. and specified executives of the Company*10-K12/22/201410.39
10.28Tax Matters Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc.8-K8/5/201410.1
10.29Employee Matters Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc.8-K8/5/201410.2
10.30Intellectual Property Matters Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc.8-K8/5/201410.3
10.31Trademark License Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc.8-K8/5/201410.4
10.32Real Estate Matters Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc.8-K8/5/201410.5
Incorporation by Reference
Exhibit NumberDescriptionFormDateExhibit NumberFiled Herewith
10.33Credit Agreement, dated September 15, 2014, by and among the Company, the Lenders party thereto and BNP Paribas, as Administrative Agent.8-K9/17/201410.2
10.34Letter Agreement dated as of June 9, 2015 by and among the Company, BNP Paribas, as Administrative Agent under the Credit Agreement and certain banks8-K6/10/201510.1
10.35Amendment No. 1 to Credit Agreement, dated July 14, 2017, by and among the Company, the Lenders party thereto and BNP Paribas, as Administrative Agent8-K7/17/201710.1
10.36Letter of Terms and Conditions International Long Term Assignment, by and among Jacob Thaysen and the Company*10-K12/22/201410.62
10.37Letter of Terms and Conditions Localization Program by and among Jacob Thaysen and the Company *10-K12/21/201510.70
10.38Letter of Terms and Conditions Localization Program by and among Patrick Kaltenbach and the Company *10-K12/21/201510.71
10.39Letter of Terms and Conditions of U.S. Indefinite Relocation and U.S. Domestic Relocation Agreement, each by and among Michael R. McMullen and the Company*10-Q3/8/201610.1
10.40Agilent Technologies, Inc. Excess Benefit Retirement Plan (Amended and Restated Effective May 20, 2014)*X
11.1See Note 6, “Net Income Per Share”, to our Consolidated Financial Statements.X
12.1Computation of ratio of earnings to fixed charges.X
21.1Significant subsidiaries of Agilent Technologies, Inc. as of October 31, 2017.X
23.1Consent of Independent Registered Public Accounting Firm.X
24.1Powers of Attorney. Contained in the signature page of this Annual Report on Form 10-K.X
31.1Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002.X
31.2Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002.X
32.1Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002.X
Incorporation by Reference
Exhibit NumberDescriptionFormDateExhibit NumberFiled Herewith
32.2Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002.X
101.INSXBRL Instance Document.X
101.SCHXBRL Taxonomy Extension Schema Document.X
101.CALXBRL Taxonomy Extension Calculation Linkbase Document.X
101.LABXBRL Taxonomy Extension Label Linkbase Document.X
101.PREXBRL Taxonomy Extension Presentation Linkbase Document.X
101.DEFXBRL Taxonomy Extension Definition Linkbase Document.X
*Indicates management contract or compensatory plan, contract or arrangement.

+ Pursuant to a request for confidential treatment, confidential portions of this Exhibit have been redacted and have been

filed separately with the Securities and Exchange Commission.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

AGILENT TECHNOLOGIES, INC.
BY/s/ MICHAEL TANG
Michael Tang
Senior Vice President,
General Counsel and Secretary

Date: December 21, 2017

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael Tang and P. Diana Chiu, or either of them, his or her attorneys-in-fact, for such person in any and all capacities, to sign any amendments to this report and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that any of said attorneys-in-fact, or substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

SignatureTitleDate
/s/ MICHAEL R. MCMULLENDirector, President and Chief Executive OfficerDecember 21, 2017
Michael R. McMullen(Principal Executive Officer)
/s/ DIDIER HIRSCHSenior Vice President and Chief Financial OfficerDecember 21, 2017
Didier Hirsch(Principal Financial Officer)
/s/ RODNEY GONSALVESVice President, Corporate ControllershipDecember 21, 2017
Rodney Gonsalves(Principal Accounting Officer)
/s/ KOH BOON HWEEChairman of the Board of DirectorsDecember 21, 2017
Koh Boon Hwee
/s/ HANS E. BISHOPDirectorDecember 21, 2017
Hans E. Bishop
/s/ PAUL N. CLARKDirectorDecember 21, 2017
Paul N. Clark
/s/ JAMES G. CULLENDirectorDecember 21, 2017
James G. Cullen
/s/ ROBERT J. HERBOLDDirectorDecember 21, 2017
Robert J. Herbold
/s/ HEIDI KUNZDirectorDecember 21, 2017
Heidi Kunz
/s/ DANIEL K. PODOLSKY, M.D.DirectorDecember 21, 2017
Daniel K. Podolsky, M.D.
/s/ SUE H. RATAJDirectorDecember 21, 2017
Sue H. Rataj
/s/ GEORGE A. SCANGOS, Ph DDirectorDecember 21, 2017
George A. Scangos, Ph D.
/s/ TADATAKA YAMADA, M.D.DirectorDecember 21, 2017
Tadataka Yamada, M.D.

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