Agilent Technologies (A) 10-K risk factor changes: FY2018 vs FY2017

Many factors, including public policy spending priorities, available resources, mergers and consolidations, [removed: spending priorities,] institutional and governmental budgetary policies and [added: spending priorities, and] product and economic cycles, have a significant effect on the capital spending policies of these entities.

The [removed: unfavorable] [added: favorable] effects of changes in foreign currency exchange rates has [removed: decreased] [added: increased] revenues by approximately [removed: 1] [added: 2] percentage points in the year ended October 31, [removed: 2017.][added: 2018.]

We believe our pay levels are [added: very] competitive within the regions that we operate.

Depending on the size and complexity of an acquisition, our successful integration of the entity depends on a variety of factors, including introducing new products and meeting revenue targets as expected, the retention of key employees and key customers, increased exposure to [removed: certain governmental regulations and compliance requirements and increased costs and use of resources.]

[added: As a result, the acquisition and integration of acquired businesses] may not contribute to our earnings as expected, we may not achieve our operating margin targets when expected, or at all, and we may not achieve the other anticipated strategic and financial benefits of [removed: this transaction.][added: such transactions.]

[removed: Our customers and we are subject to various governmental regulations, compliance] [added: Compliance] with or changes in such regulations may cause us to incur significant expenses, and if we fail to maintain satisfactory compliance with certain regulations, we may be forced to recall products and cease their manufacture and distribution, and we could be subject to civil or criminal penalties.

[removed: Any failure by us] to comply with applicable government regulations could also result in the cessation of our operations or portions of our operations, product recalls or impositions of fines and restrictions on our ability to carry on or expand our operations.

Some of our products are subject to particularly complex regulations such as regulations of toxic [removed: substances] [added: substances,] and failure to comply with such regulations could harm our business.

Additionally, changing or replacing our contract manufacturers, logistics [removed: providers or other outsourcers could cause disruptions or delays.]

Certain properties we have previously owned [added: or leased] are undergoing remediation for subsurface contaminations.

Although we are indemnified for [removed: any] liability relating to the required [removed: remediation,] [added: remediation at some of those properties,] we may be subject to liability if these indemnification obligations are not fulfilled.

In [removed: some] [added: other] cases, we have agreed to indemnify the current owners of certain properties for [removed: any] liabilities related to [removed: such] contamination, including companies [removed: that] [added: with which] we [removed: used to be] [added: have previously been] affiliated [removed: with] such as HP, Inc., Hewlett-Packard Enterprise (formerly Hewlett-Packard Company) and Varian Medical Systems, Inc. [removed: While] [added: Further, other properties] we [removed: are not aware of any material liabilities associated with any potential environmental contamination] [added: have previously owned or leased] at [removed: any of those properties] [added: which we have operated in the past,] or [removed: facilities,] [added: for which] we [removed: may be exposed to material liability if such] [added: have otherwise contractually assumed, or provided indemnities for, certain actual or contingent] environmental [removed: contamination is found to exist.][added: liabilities may or do require remediation.]

In addition, in connection with the acquisition of certain companies, we have [added: assumed other costs and potential or contingent liabilities for environmental matters.]

Our current and historical manufacturing processes and operations involve, or have involved, the use of [added: certain] substances regulated under various foreign, federal, state and local environment protection and health and safety laws and regulations.

A claim of intellectual property infringement could force us to enter into a costly or restrictive license agreement, which might not be available under acceptable terms or at all, could require us to redesign our products, which would be costly and time-consuming, and/or [removed: could subject us to significant damages or to an injunction against the development and sale of certain of our products or services.]

Our pending [removed: patent] [added: patent,] copyright and trademark registration applications, may not be allowed or competitors may challenge the validity or scope of our patents, copyrights or trademarks.

We may need to spend significant resources monitoring [added: and enforcing] our intellectual property rights and we may not be aware of or able to detect or prove infringement by third parties.

[removed: If we cannot or do not wish to satisfy all or parts of the tax incentive conditions, we] may lose the related tax incentive and could be required to refund tax incentives previously realized.

We currently have outstanding an aggregate principal amount of [removed: $1.9] [added: $1.8] billion in senior unsecured notes.

As of October 31, [removed: 2017,] [added: 2018,] we had [removed: $110 million] [added: no borrowings] outstanding under the credit facility.

We may borrow additional amounts in the future and use the proceeds from any future borrowing for general corporate purposes, [removed: other] future acquisitions, expansion of our business or repurchases of our outstanding shares of common stock.

Our production facilities, headquarters, [added: and] laboratories in California, and our production facilities in Japan, are all located in areas with above-average seismic activity.

If our [removed: third party] [added: third-party] insurance coverage is adversely affected, or to the extent we have elected to self-insure, we may be at a greater risk that our operations will be harmed by a catastrophic loss.

[removed: If we were to experience a prolonged system disruption in the information technology systems that involve our interactions with customers] or suppliers, it could result in the loss of sales and customers and significant incremental costs, which could adversely affect our business.

As of October 31, [removed: 2017,] [added: 2018,] we had cash and cash equivalents of approximately [removed: $2,678] [added: $2,247] million invested or held in a mix of money market funds, time deposit accounts and bank demand deposit accounts.

We could incur significant [removed: liability] [added: liabilities] if the distribution of Keysight common stock to our shareholders is determined to be a taxable transaction.

When movements in foreign currency exchange rates have a positive impact on revenue it will also have a negative impact on our costs and expenses.

| • | changes in diplomatic and trade relationships, including 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 recently enacted and proposed by the U.S. government on various imports from China and by the Chinese government on certain U.S. goods, the scope and duration of which, if implemented, remains uncertain; |

We sell our products into many countries and we also source many components and materials for our products from various countries.

Tariffs recently announced and implemented could have negative impact on our business, results of operations and

financial condition.

Further, additional tariffs which have been proposed or threatened and the potential escalation of a trade war and retaliatory measures could have a material adverse effect on our business, results of operations and financial condition.

certain governmental regulations and compliance requirements and increased costs and use of resources.

Our customers and we are subject to various governmental regulations.

The EU's General Data Protection Regulation (GDPR), which became effective in May 2018, applies to all of our activities related to products and services that we offer to EU customers and workers.

The GDPR established new requirements regarding the handling of personal data and includes significant penalties for non-compliance (including possible fines of up to 4 percent of total company revenue).

Other governmental authorities around the world are considering similar types of legislative and regulatory proposals concerning data protection.

Each of these privacy, security and data protection laws and regulations could impose significant limitations and increase our cost of providing our products and services where we process end user personal data and could harm our results of operations and expose us to significant fines, penalties and other damages.

Any failure by us

providers or other outsourcers could cause disruptions or delays.

While we are not aware of any material liabilities associated with any potential environmental contamination at any of those properties or facilities, we may be exposed to material liability if environmental contamination at material levels is found to exist.

could subject us to significant damages or to an injunction against the development and sale of certain of our products or services.

The 2017 United States Tax Cut and Jobs Act (“Tax Act”) significantly changed the taxation of U.S. based multinational corporations.

Our compliance with the Tax Act requires the use of estimates in our financial statements and exercise of significant judgment in accounting for its provisions.

The implementation of the Tax Act requires interpretations and implementing regulations by the Internal Revenue Service, as well as state tax authorities.

The legislation could be subject to potential amendments and technical corrections, any of which could materially lessen or increase certain adverse impacts of the legislation.

As regulations and guidance evolve with respect to the Tax Act, and as we gather information and perform more analysis, our results may differ from previous estimates and may materially affect our financial position.

If we cannot or do not wish to satisfy all or parts of the tax incentive conditions, we

| | |

| --- | --- |

If we were to experience a prolonged system disruption in the information technology systems that involve our interactions with customers

| • | trade protection measures and import or export licensing requirements; |

As a result, the acquisition and integration of acquired businesses

Further, other properties we have previously owned or facilities we have operated in the past, may be contaminated based on our operations.

assumed the costs and potential liabilities for environmental matters.

We have substantial cash requirements in the United States while most of our cash is generated outside of the United States.

The failure to maintain a level of cash sufficient to address our cash requirements in the United States could adversely affect our financial condition and results of operations.

Although the cash generated in the United States from our operations should cover our normal operating requirements and debt service requirements, a substantial amount of additional cash is required for special purposes such as the maturity of our debt obligations, our stock repurchase program, our declared dividends and acquisitions of third parties.

Our business operating results, financial condition, and strategic initiatives could be adversely impacted if we were unable to address our U.S. cash requirements through the efficient and timely repatriations of overseas cash or other sources of cash obtained at an acceptable cost.

This report contains forward-looking statements including, without limitation, statements regarding trends, seasonality and growth in, and drivers of, the markets we sell into, our strategic direction, [removed: our] [added: new product and service introductions and] future [removed: effective tax rate] [added: products] and [removed: tax valuation allowance, earnings from] [added: services, adoption of] our [removed: foreign subsidiaries, repatriation] [added: products, the ability] of our [removed: earnings from foreign jurisdictions] [added: products to meet market] and [removed: its impact] [added: customer needs, improving our customers’ experience, future financial results, our operating margin, mix, our investments, including in manufacturing infrastructure and research and development, our ability to identify and enable synergies across our businesses, our focus] on [added: balanced capital allocation, competition,] our [removed: tax expense, lease] [added: contributions to our pension] and [removed: site services income from Keysight,] [added: other defined benefit plans, impairment of goodwill and other intangible assets,] the [added: effect of the U.S. Tax Cuts and Jobs Act of 2017 and U.S. and other tariffs, the] impact of foreign currency [removed: movements on our performance,] [added: movements,] our hedging [removed: programs, indemnification, new product] [added: programs] and [removed: service introductions, the ability of our products to meet market needs, adoption of our products, changes] [added: other actions] to [removed: our manufacturing processes,] [added: offset] the [removed: use] [added: effects] of [removed: contract manufacturers, out sourcing] [added: tariffs] and [removed: third-party package delivery services, source] [added: foreign currency movements, our future effective tax rate] and [removed: supply] [added: tax valuation allowance, earnings from our foreign subsidiaries, repatriation] of [removed: materials used in] our [removed: products,] [added: earnings from foreign jurisdictions,] the impact of local government regulations on our ability to pay vendors or conduct operations, our liquidity position, our ability to generate cash from operations, [removed: growth in our businesses, our investments, including in research and development,] the potential impact of adopting new accounting [removed: pronouncements, our financial results,] [added: pronouncements,indemnification, the use of contract manufacturers, out sourcing and third-party package delivery services, source and supply of materials used in] our [removed: operating margin,] [added: products,] our sales, our purchase commitments, our capital expenditures, [removed: our contributions to our pension and other defined benefit plans, our strategic initiatives, our cost-control activities and other cost saving initiatives,] the integration of our acquisitions and other transactions, [removed: impairment of goodwill and other intangible assets,] write down of investment values or loans and convertible notes, our stock repurchase program, our declared dividends, and the existence of economic instability, that involve risks and uncertainties.

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 [removed: includes] [added: include] instruments, software, services and consumables for the entire laboratory workflow.

The financial results of [removed: Multiplicom have been] [added: ACEA will be] included within [removed: Agilent's] [added: our financial results] from the date of the [removed: transaction.][added: close.]

Agilent's net revenue of $4,472 million [removed: in 2017] increased 6 percent [added: in 2017] when compared to 2016.

Foreign currency movements for 2017 had an [added: overall] unfavorable impact [added: on revenue] of approximately 1 percentage point compared to 2016.

Agilent's net revenue of [removed: $4,202] [added: $4,914] million [added: in 2018] increased [removed: 4] [added: 10] percent [removed: in 2016] when compared to [removed: 2015.][added: 2017.]

Revenue in the life sciences and applied markets business increased [removed: 5] [added: 4] percent in 2017 when compared to 2016.

Foreign currency movements had an [added: overall] unfavorable impact [added: on revenue] of less than 1 percentage point in 2017 when compared to 2016.

[removed: For the year ended October 31, 2017, our] [added: Our] performance within the life [removed: sciences] [added: science and applied] markets [added: business] was led by [removed: solid] [added: strong] growth [added: throughout the year] in the [removed: biotechnology and] pharmaceutical [removed: markets.][added: market.]

Revenue in the life sciences and applied markets business increased [removed: 1] [added: 9] percent in [removed: 2016] [added: 2018] when compared to [removed: 2015.][added: 2017.]

Foreign currency movements had an [removed: unfavorable] [added: favorable] impact [added: on revenue] of [removed: approximately] 2 percentage points in [removed: 2016] [added: 2018] when compared to [removed: 2015.][added: 2017.]

Foreign currency movements had no overall [removed: currency] impact on revenue [removed: growth] in 2017 when compared to 2016.

Revenue in the diagnostics and genomics business increased [removed: 7] [added: 10] percent in [removed: 2016] [added: 2018] when compared to [removed: 2015.][added: 2017.]

Foreign currency movements had an [added: overall] unfavorable impact [added: on revenue] of [removed: approximately] [added: less than] 1 percentage point in [removed: 2016] [added: 2017] when compared to [removed: 2015.][added: 2016.]

Revenue [removed: generated by] [added: in the] Agilent CrossLab [added: business] increased 8 percent in 2017 when compared to 2016.

[removed: Revenue grew across] [added: Our performance in the Agilent CrossLab business saw continued growth in] all key end markets [removed: led by] [added: with] strong growth in the [removed: biotechnology and pharmaceutical, chemical and energy] [added: pharmaceutical] and food markets.

[removed: Revenue generated by] Agilent CrossLab [added: business revenue in 2018] increased [removed: 7] [added: 11] percent [removed: in 2016] when compared to [removed: 2015.][added: 2017.]

Net income [removed: from continuing operations] was [removed: $684] [added: $316] million in [removed: 2017] [added: 2018] compared to net income [removed: from continuing operations] of [removed: $462] [added: $684] million and [removed: $438] [added: $462] million in [removed: 2016] [added: 2017] and [removed: 2015,] [added: 2016,] respectively.

As of October 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] we had cash and cash equivalents balances of [removed: $2,678] [added: $2,247] million and [removed: $2,289] [added: $2,678] million, respectively.

On November 22, [removed: 2013,] [added: 2013] we announced that our board of directors had authorized a share repurchase program.

The program was designed to reduce or eliminate dilution resulting from issuance of stock under the company's employee equity incentive [removed: programs to target maintaining a weighted average share count of approximately 335 million diluted shares.]

For the year ended October 31, [removed: 2015] [added: 2016] we repurchased [removed: 6] [added: 2] million shares for [removed: $267 million.][added: $98 million which completed the purchases under this authorization.]

For the year ended October 31, 2016 we repurchased [removed: approximately 2.4] [added: 2] million shares for $98 million which completed the purchases under this authorization.

The 2015 repurchase program does not require the company to acquire a specific number of shares and may be suspended or discontinued at any [removed: time; however, we plan to repurchase a minimum of 674,000 shares per quarter in fiscal year 2018.][added: time.]

During the year ended October 31, [removed: 2017] [added: 2017,] we repurchased approximately 4.1 million shares for $194 million under this authorization.

As of October 31, [removed: 2017,] [added: 2018,] we had remaining authorization to repurchase up to [removed: $610] [added: $188] million of our common stock under this [removed: program.][added: program which expired on November 1, 2018.]

For the years ended October 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015,] [added: 2016] cash dividends of [removed: $170] [added: $191] million, [removed: $150] [added: $170] million and [removed: $133] [added: $150] million were paid on the company's outstanding common stock, respectively.

On November [removed: 15, 2017,] [added: 14, 2018] we declared a quarterly dividend of [removed: $0.149] [added: $0.164] per share of common stock, or approximately [removed: $48] [added: $52] million which will be paid on January [removed: 24, 2018] [added: 23, 2019] to shareholders of record as of the close of business on [removed: January 2,] [added: December 31,] 2018.

In addition, we remain focused on [removed: returning] a [removed: significant proportion of our cash flow to shareholders] [added: balanced capital allocation] through our dividend and share repurchase programs.

[removed: The] [added: We calculate the] impact of foreign currency exchange rates movements [removed: can be positive or negative in any period and is calculated] by applying the [removed: prior period] [added: actual] foreign currency exchange rates [added: in effect during the last month of each quarter of the current year] to [added: both] the [added: applicable] current [added: and prior] year [removed: period.][added: periods.]

The selling price for a deliverable is based on our vendor specific objective evidence (VSOE) if available, third-party [removed: evidence (TPE) if VSOE is not available, or estimated selling price (ESP) if neither VSOE nor TPE is available.]

Under the authoritative guidance, share-based compensation expense is primarily based on estimated grant date fair value and is recognized on a [removed: straight line] [added: straight-line] basis.

The estimated fair value of restricted stock unit awards, LTPP based on Operating Margin (“LTPP-OM”) and LTPP based on [added: Earnings per share (“LTPP-EPS”) is determined based on the market price of Agilent's common stock on the date of grant adjusted for expected dividend yield.]

All awards granted [removed: in 2017 and 2016] [added: after 2015] to our senior management employees have a one year post-vest holding restriction.

For [removed: the stock option grants in 2015 and] LTPP (TSR) grants in [removed: 2015 and] 2016, we used the 3-year average historical stock price volatility of a group of our peer companies.

For the 2017 [added: and 2018] LTPP (TSR) grants and calculation of the post-vest discount using the Finnerty model, we used our own post-separation historical stock price volatility.

See Note [removed: 4,] [added: 3,] "Share-based Compensation," to the consolidated financial statements for more information.

For [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] the U.S. discount rates were based on the results of matching expected plan benefit payments with cash flows from a hypothetically constructed bond portfolio.

In [removed: 2017,] [added: 2018,] discount rates for the U.S. plans [removed: were the same as the previous year.]

For [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] the discount rate for non-U.S. plans was generally based on published rates for high quality corporate bonds and in [removed: 2017, were approximately the same as] [added: 2018, slightly increased compared to] the previous year.

In 2018, we acquired seven businesses for a combined purchase price of approximately $536 million.

The largest of which was Advanced Analytical Technologies, Inc. ("AATI") for approximately $268 million in cash.

On November 14, 2018, we acquired 100 percent of the stock of ACEA Biosciences Inc. ("ACEA"), a developer of cell analysis tools, for $250 million in cash.

In 2017, we acquired two businesses for a combined purchase price of approximately $125 million in cash.

Foreign currency movements for 2018 had an overall favorable impact on revenue of approximately 2 percentage points compared to 2017.

Acquisitions in 2018 had an overall favorable impact of 1 percentage point when compared to 2017.

Foreign currency movements had an favorable impact on revenue of 3 percentage points in 2018 when compared to 2017.

Foreign currency movements had an favorable impact on revenue of 2 percentage points in 2018 when compared to 2017.

Net income for the year ended October 31, 2018 was impacted by a discrete tax charge of $552 million related to the enactment of the Tax Act passed on December 22, 2017.

See Note 4, "Income Taxes" for more details.

programs to target maintaining a weighted average share count of approximately 335 million diluted shares.

During the year ended October 31, 2018 we repurchased and retired approximately 6.4 million shares for $422 million under this authorization.

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 share 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 year ended October 31, 2018, cash dividends of $0.596 per share, or $191 million were declared and paid on the company's outstanding common stock.

During the year ended October 31, 2016, cash dividends of $0.460 per share, or $150 million were declared and paid on the company's outstanding common stock.

Looking forward, we continue to focus on differentiating product solutions, improving our customers' experience and growing our operating margin.

We expect foreign currency to negatively impact revenue in 2019 but we also anticipate the contribution from our recent acquisitions to partially offset the currency impact.

evidence (TPE) if VSOE is not available, or estimated selling price (ESP) if neither VSOE nor TPE is available.

increased compared to the previous year.

We continually monitor events and changes in circumstances that could indicate carrying amounts of finite-lived intangible assets may not be recoverable.

When such events or changes in circumstances occur, we assess the recoverability of finite-lived intangible assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows.

If the total of the undiscounted future cash flows is less than the carrying amount of those assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets.

During 2018, we recorded an impairment charge of $21 million related to purchased intangible assets within the diagnostics and genomics segment that were deemed unrecoverable.

On a quarterly basis, we provide for income taxes based upon an estimated annual effective tax rate.

The effective tax rate is highly dependent upon the geographic composition of worldwide earnings, tax regulations governing each region, availability of tax credits and the effectiveness of our tax planning strategies.

We monitor the changes in many factors and adjust our effective income tax rate on a timely basis.

If actual results differ from these estimates, this could have a material effect on our financial condition and results of operations.

On December 22, 2017, the Tax Act was enacted into law.

The Tax Act significantly changes the existing U.S. tax law and includes numerous provisions that affect our business.

ASC 740, Income Taxes, requires companies to recognize the effect of the tax law changes in the period of enactment.

However, the SEC staff issued Staff Accounting Bulletin 118 which allowed companies to record provisional amounts during a measurement period that should not extend beyond one year from the Tax Act enactment date.

We have recognized the tax charge of $499 million due to transition tax liability and $53 million due to the impact of reduction in U.S. tax rates in the period when the tax law was enacted as a component of provision for income taxes from continuing operations.

We have completed the accounting for all the impacts of the Tax Act except for the policy election for the treatment of the tax on global intangible low-tax income (“GILTI”) inclusions.

See Note 4, "Income Taxes" for more details.

These computations are based on the regulations and guidance already provided by federal and state tax authorities.

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.

When movements in foreign currency exchange rates have a positive impact on revenue it will also have a negative impact on our costs and expenses.

On January 20, 2017, we completed the acquisition of 100 percent of the stock of Multiplicom NV (“Multiplicom”), a leading European diagnostics company with state-of-the-art genetic testing technology and products, for approximately $72 million in cash.

Multiplicom, headquartered in Belgium, develops, manufactures and commercializes molecular diagnostic assays, provided as kits, which enable personalized medicine.

On July 7, 2017, we completed the acquisition of Cobalt Light Systems (“Cobalt”) for approximately $53 million in cash.

Cobalt, based in Oxfordshire, U.K., is a provider of differentiated Raman spectroscopic instruments for the pharmaceutical industry, applied markets and public safety.

Cobalt's suite of benchtop and handheld/portable Raman spectroscopic instruments are based on proprietary technologies that enable through-barrier identification of chemicals and materials.

The financial results of Cobalt have been included within Agilent's from the date of the transaction.

In fiscal year 2016, we completed the acquisition of Seahorse Bioscience ("Seahorse") for $242 million and iLab Solutions LLC ("iLab") for $26 million.

The financial results of Seahorse and iLab have been included within Agilent's from the date of the transaction.

On March 2, 2016, we also made a preferred stock investment in Lasergen for $80 million.

Lasergen is a Variable Interest Entity ("VIE"), however, we do not consolidate the entity in our financial statements because we do not have the power to direct the activities of the VIE that most significantly impact the VIE's economic performance.

Because of the nature of the preferred stock of Lasergen that we own, we account for this investment under the cost method.

Within the applied markets, there was strong growth in the chemical and energy, food and environmental markets.

For the year ended October 31, 2016 and excluding the impact of foreign currency movements, acquisitions and the NMR business our performance within the life sciences market continued to show strong revenue growth from the pharmaceutical and biotechnology markets.

Within the applied markets, and excluding the impact of foreign currency movements and the NMR business for 2016

when compared to 2015, there was strong growth in both the environmental and food markets, but revenue from sales to other applied markets was weak with a decline in revenue from sales to the chemical and energy markets.

For the year ended October 31, 2017, our performance within the clinical and diagnostics market continued to improve with strong revenue growth from our companion diagnostics and pathology businesses.

Excluding the impact of foreign currency movements and acquisitions, growth in revenue from sales to the diagnostics and clinical research markets continued to be strong, led by our companion diagnostics and genomics businesses in the year ended October 31, 2016 when compared to the prior year.

Excluding the impact of foreign currency movements and acquisitions, there was growth in sales to all key markets.

The pharmaceutical and biotechnology markets led all the markets in revenue and revenue growth along with very strong revenue growth from the food markets.

In addition, we saw moderate growth from the environmental market and modest revenue growth from the chemical and energy markets.

Any additional repurchases may be impacted by our share price as well as other market conditions.

During fiscal year 2017, we retired 294.2 million treasury shares at an aggregate cost of $10.7 billion, the amount of which represents all of our previously repurchased shares over the past 12 years including 2017 repurchases.

Also the retirement resulted in a decrease of $6.7 billion to retained earnings and a decrease of $4 billion to additional paid-in-capital.

Looking forward, we expect to continue to focus on the growth of operating margin in our businesses by exploring new ways to simplify our operations, differentiate product solutions and improve our customers' experience.

We are entering fiscal year 2018 with good momentum.

However, considering the macroeconomic and political uncertainties, and corresponding poor visibility on our end-markets for most of fiscal year 2018, we remain cautious on our revenue projections for most of fiscal year 2018.

Therefore, we expect our revenue growth in the pharmaceutical and biotechnology market to moderate slightly downward in fiscal year 2018.

Although we experienced strong revenue growth within the chemical and energy market in fiscal year 2017, we are expecting lower revenue growth in fiscal year 2018.

Within the clinical and diagnostics market, we

remain optimistic about our revenue growth opportunities in these markets and continue to invest in expanding and improving our solutions portfolio.

Costs and expenses, incurred in local currency, were subject to the favorable effects due to changes in foreign currency exchange rates reducing our overall net exposure.

Earnings per share (“LTPP-EPS”) is determined based on the market price of Agilent's common stock on the date of grant adjusted for expected dividend yield.

We have not provided for all U.S. federal income and foreign withholding taxes on the undistributed earnings of some of our foreign subsidiaries because we intend to reinvest such earnings indefinitely.

Should we decide to remit this income to the

U.S. in a future period of if there is a U.S. tax law change with respect to taxation of accumulated foreign earnings, our provision for income taxes may increase materially in that period.

We include interest and penalties related to unrecognized tax benefits within the provision for income taxes on the consolidated statements of operations.

As a part of our accounting for business combinations, intangible assets are recognized at fair values and goodwill is measured as the excess of consideration transferred over the net estimated fair values of assets acquired.

Impairment charges associated with goodwill are generally not tax deductible and will result in an increased effective income tax rate in the period that any impairment is recorded.

Amortization expenses associated with acquired intangible assets are generally not tax deductible and therefore deferred tax liabilities have been recorded for non-deductible amortization expenses as a part of the accounting for business combinations.

The U.S. Congress passed tax legislation on December 20, 2017 which broadly reforms the corporate tax system but the legislation must be signed by the U.S. President before it is considered enacted.

[removed: We do not currently and do not intend to utilize derivative financial instruments for speculative trading purposes.To] [added: To] the extent that we are required to pay for all, or portions, of an acquisition price in foreign currencies, we may enter into foreign exchange contracts to reduce the risk that currency movements will impact the cost of the transaction.

Approximately [removed: 51] [added: 53] percent of our revenue in [removed: 2017, 54] [added: 2018, 51] percent of our revenue in [removed: 2016] [added: 2017] and [removed: 57] [added: 54] percent of our revenues in [removed: 2015] [added: 2016] were generated in U.S. dollars.The [removed: unfavorable] [added: favorable] effects of changes in foreign currency exchange rates, principally as a result of the [removed: strength] [added: strengthening] of the U.S. dollar, has [removed: decreased] [added: increased] revenue by approximately [removed: 1] [added: 2] percentage points in the year ended October 31, [removed: 2017.][added: 2018.]

[removed: The] [added: We calculate the] impact of foreign currency [added: exchange rates] movements [removed: is calculated] by applying the [removed: prior period] [added: actual] foreign currency exchange rates [added: in effect during the last month of each quarter] to the current year [removed: period.][added: to both the applicable current and prior year periods.]

As of October 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] the analysis indicated that these hypothetical market movements would not have a material effect on our consolidated financial position, results of operations, statement of comprehensive income or cash flows.

As of October 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] the sensitivity analyses indicated that a hypothetical 10 percent adverse movement in interest rates would result in an immaterial impact to the fair value of our fixed interest rate debt.

We do not currently and do not intend to utilize derivative financial instruments for speculative trading purposes.

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 [removed: includes] [added: include] instruments, software, services and consumables for the entire laboratory workflow.

[removed: For] [added: Following this re-organization and for] the [removed: fiscal] year ended October 31, [removed: 2017,] [added: 2018,] we [added: continue to] have three business segments comprised of the life sciences and applied markets business, [removed: the] diagnostics and genomics business and the Agilent CrossLab business.

Our diagnostics and genomics business is comprised of [removed: five] [added: six] areas of activity providing 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.

Each of our businesses, together with OFS and Agilent Technologies Research Laboratories, is supported by our global infrastructure organization, which provides shared services in the areas of finance, information technology, [removed: legal,certain] [added: legal, certain] procurement services, workplace services and human resources.

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; [removed: microfluidics based automated electrophoresis products;] cell analysis plate based assays; [added: flow cytometer; real-time cell analyzer;] laboratory software [added: for sample tracking, information management] and [removed: informatics systems;] [added: analytics;] laboratory [removed: automation;] [added: automation and robotic systems;] dissolution testing; vacuum pumps and measurement technologies.

We employed approximately [removed: 4,200] [added: 4,500] people as of October 31, [removed: 2017] [added: 2018] in our life sciences and applied markets business.

The [removed: life science research] [added: academic and government] market plays an influential role in technology adoption and therapeutic developments for pharmaceutical and molecular diagnostics companies.

Our products fall into [removed: nine] [added: eight] main areas of work: liquid chromatography, gas chromatography, mass spectrometry, spectroscopy, software and informatics, lab automation and robotics, [removed: automated electrophoresis and microfluidics,] vacuum technology and cell analysis.

Our key [removed: product] [added: products] and applications include the following technologies:

Products include a wide range of high and ultra-high vacuum pumps (diffusion, turbomolecular and ion getter), intermediate vacuum pumps (rotary vane, sorption and dry scroll), vacuum instrumentation (vacuum control [removed: instruments, sensor gauges and meters) and vacuum components (valves, flanges and other mechanical hardware).]

Our cell analysis tools are used to study cell signaling [removed: pathways and] [added: pathways, general cell] function [added: and behavior] through metabolic profile [removed: analysis for cells.][added: analysis, real-time cellular impedance measurements, and traditional cytometry techniques.]

We had approximately [removed: 26,000] [added: 24,000] customers for our life sciences and applied markets business in fiscal [removed: 2017.][added: 2018.]

The life [removed: science] [added: sciences] and applied markets channels focus on the therapeutics and human disease research customer base (pharma, biotech, CRO, CMO and generics), clinical customer base (high complexity clinical testing labs) and on emerging life sciences opportunities in life science research institutes.

Our diagnostics and genomics business includes the genomics, nucleic acid contract manufacturing and research and development, pathology, companion [removed: diagnostics and] [added: diagnostics,] reagent partnership [added: and biomolecular analysis] businesses.

Our diagnostics and genomics business is comprised of [removed: five] [added: 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.

[removed: Multiplicom’s] [added: This business also includes] solutions [added: 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 [removed: active pharmaceutical ingredients ("API")] [added: API] in an emerging class of drugs that utilize nucleic acid molecules for disease therapy.

[removed: Next,] [added: Third,] our pathology solutions business is focused on product offerings [removed: to] [added: for] cancer diagnostics and anatomic pathology workflows.

[removed: We] [added: 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.

[removed: Finally,] [added: Fifth,] the reagent partnership business is a provider of reagents used for turbidimetry and flow cytometry.

We employed approximately [removed: 2,200] [added: 2,500] people as of October 31, [removed: 2017] [added: 2018] in our diagnostics and genomics business.

Within [added: the] diagnostics and genomics business, we focus primarily on the diagnostics and clinical market.

Our products fall into [removed: six] [added: eight] main areas of work: pathology products, specific proteins and flow reagents, [added: companion diagnostics,] target enrichment, cytogenetic research solutions and microarrays, PCR and qPCR instrumentation and molecular biology [removed: reagents and] [added: reagents,] nucleic acid [removed: solutions.][added: solutions and automated electrophoresis and microfluidics.]

In the fourth quarter of 2013, we launched our [removed: new] combined IHC/ISH platform, Dako Omnis.

The Dako Omnis and Autostainer based IHC solution and Instant Quality Fluorescence In Situ Hybridization [added: ("IQFISH") technologies provide advanced tumor typing through investigation of protein and gene expression.]

Polymerase [removed: Chain Reaction] [added: chain ceaction] (“PCR”) is a standard laboratory method used to amplify the amount of genetic material of a given sample to enable further interrogation.

Our Nucleic Acid Solutions division ("NASD") is a contract manufacturing and development services business with equipment and expertise focused on mid to large scale production of synthesized oligonucleotide APIs [removed: (Active Pharmaceutical][added: under pharmaceutical GMP conditions for an emerging class of drugs that utilize oligonucleotide molecules for disease therapy.]

[removed: State of the art for these] [added: These] drugs [removed: has] [added: have] advanced from single strand DNA molecules to complex, highly modified molecules including antisense, aptamers, double-stranded RNA, and RNA mixtures.

We had approximately 11,000 customers for our diagnostics and genomics business in fiscal [removed: 2017.][added: 2018.]

We have manufacturing facilities in California, Colorado and Texas in the U.S. Outside of the U.S., we have manufacturing facilities in [removed: Denmark, Malaysia] [added: Denmark] and [removed: Germany.][added: Malaysia.]

Our Agilent CrossLab business employed approximately [removed: 4,500] [added: 5,100] people as of October 31, [removed: 2017.][added: 2018.]

Agilent CrossLab [added: Products and] Applications

We refurbish and resell certified pre-owned instruments to [removed: value oriented] [added: value-oriented] customers who demand Agilent quality and performance at a budget conscious price.

We had approximately [removed: 49,000] [added: 51,000] Agilent CrossLab customers in fiscal [removed: 2017] [added: 2018] and no single customer represented a material amount of the net revenue of the Agilent CrossLab business.

Our primary manufacturing sites for the consumables business are in California and Delaware in the U.S., and [removed: outside of the U.S.] in the Netherlands and the United [removed: Kingdom.][added: Kingdom outside of the U.S. Our direct service delivery organization is regionally based operating in 30 countries.]

Our principal competitors in the services and consumable products arena include many of our competitors from the instrument business, such as: Danaher Corporation, [removed: PerkinElmer] [added: PerkinElmer,] Inc., Shimadzu Corporation, Thermo Fisher Scientific Inc. and Waters Corporation, as well as numerous niche consumables and service providers.

This support includes services in the areas of finance, [added: tax, treasury,] legal, [added: real estate, insurance services,] workplace services, human [removed: resources and] [added: resources,] information [removed: technology.][added: technology services, order administration and other corporate infrastructure expenses.]

As of the end of October [removed: 2017,] [added: 2018,] our global infrastructure organization employed approximately [removed: 2,600] [added: 2,700] people worldwide.

Our order fulfillment and supply chain organization (“OFS”) [removed: centralizes all] [added: focuses on] order fulfillment and supply chain operations in our businesses.

The following discussions of Research and Development, Backlog, Intellectual Property, Materials, [removed: Environmental, International Operations] [added: Environmental] and Acquisition and Disposal of Material Assets include information common to each of our businesses.

In 2018, we re-organized our operating segments and moved the microfluidics business from our life sciences and applied markets operating segment to our diagnostics and genomics operating segment.

All historical financial segment information for the life sciences and applied markets segment and the diagnostics and genomics segment has been recast to reflect this reorganization in our financial statements.

As of October 31, 2018, we employed approximately 14,800 people worldwide.

The Academic and Government Market.

Some of our instruments are used in mobile laboratories as well.

instruments, sensor gauges and meters) and vacuum components (valves, flanges and other mechanical hardware).

Characterizing cellular behavior and function is an increasingly critical step in understanding normal behavior versus diseased states, advancements of those diseases, and response to therapies, providing researchers with a more targeted approach for drug discovery and ultimately more effective therapeutics.

Cell analysis customers are typically academic institutions and pharma and bio-pharma companies.

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 Academic and Government Market.

The academic and government market plays an influential role in technology adoption and therapeutic developments for pharmaceutical and molecular diagnostics companies.

Our research and development efforts focus on potential new products and product improvements covering a wide variety of technologies, none of which is individually significant to our operations.

Our research seeks to improve on various technical competencies in software, systems and solutions, life sciences and diagnostics.

In each of these research fields, we conduct research that is focused on specific product development for release in the short-term as well as other research that is intended to be the foundation for future products over a longer time-horizon.

Most of our product development research is designed to improve products already in production, focus on major new product releases, and develop new product segments for the future.

We remain committed to invest significantly in research and development and have focused our development efforts on key strategic opportunities to align our business with available markets and position ourselves to capture market share.

general no single license, patent or other intellectual property right is in itself material.

In 2018, we acquired seven businesses, for a combined purchase price of approximately $536 million.

The largest of which was Advanced Analytical Technologies, Inc. ("AATI") for approximately $268 million in cash.

These acquisitions were not material individually or in aggregate.

Robert W.

He previously served as the Chief Financial Officer of Hologic, Inc., a medical technology company from May 2014 to August 2018.

Prior to Hologic, Mr. McMahon spent 20 years with Johnson & Johnson most recently as Worldwide Vice President of Finance and Business Development for Ortho Clinical Diagnostics a division of Johnson & Johnson's Medical Device and Diagnostics Group.

Since September 2018, Mr. McMullen has served as a member of the Board of Directors of Coherent, Inc.

Samraat S.

From May 2017 to April 2018, Mr. Raha served as our Senior Vice President, Strategy and Corporate Development.

From June 2013 to January 2017 he served as Vice President, Global Marketing for Illumina, Inc. and from 2008 to 2012 he served as Vice President and General Manager, Genomic Assays / NextGen qPCR for Life Technologies, Inc.

From November 2014 to April 2018 he served as Senior Vice President, Agilent and President, Diagnostics and Genomics Group.

Before joining Agilent, he served in various capacities at Dako A/S, a Danish diagnostics company, including as Corporate Vice President of R&D, Vice President, System Development, R&D, Vice President, Strategic Marketing and Vice President, Global Sales Operations.

On November 1, 2014, we completed the distribution of 100% of the outstanding common shares of Keysight Technologies, Inc. ("Keysight") to Agilent stockholders who received one share of Keysight common stock for every two shares of Agilent held as of the close of business on the record date, October 22, 2014.

For fiscal year 2015, discontinued operations includes costs incurred to effect the separation of Keysight and certain costs associated with transition services provided by Agilent to Keysight.

No income or expense has been recorded for the Keysight business after separation from Agilent on November 1, 2014.

Of our total net revenue of $4.5 billion for the fiscal year ended October 31, 2017, we generated 29 percent in the U.S. and 71 percent outside the U.S. As of October 31, 2017, we employed approximately 13,500 people worldwide.

The net revenue, income from operations and assets by business segment, as of and for the fiscal year ended October 31, 2017 and for each of the past three years are shown in Note 19, "Segment Information", to our consolidated financial statements,

which we incorporate by reference herein.

This business generated revenue of $2.2 billion in fiscal 2017, $2.1 billion in fiscal 2016 and $2.0 billion in fiscal 2015.

The Life Science Research Market.

This instrumentation is used in either static or mobile laboratories.

The multi-well plate assays and readers are used to understand the impact of stimuli on cells as part of the drug development process.

Cell analysis customers are typically academia and pharma companies who need to assess the metabolic state of the cell and use mass spectrometry to study the related metabolites as part of research and drug development processes.

This business also includes our new acquisition “Multiplicom” a leading European diagnostics company with state-of-the-art genetic testing technology and products.

This business generated revenue of $0.8 billion in fiscal 2017, $0.7 billion in fiscal 2016, and $0.7 billion in fiscal 2015.

("IQFISH") technologies provide advanced tumor typing through investigation of protein and gene expression.

Ingredients) under pharmaceutical GMP conditions for an emerging class of drugs that utilize oligonucleotide molecules for disease therapy.

Our Agilent CrossLab business generated $1.5 billion in revenue in fiscal 2017, $1.4 billion in revenue in fiscal 2016 and $1.3 billion in revenue in fiscal 2015.

Our direct service delivery organization is regionally based operating in 30 countries.

Research and development ("R&D") expenditures were $339 million in 2017, $329 million in 2016 and $330 million in 2015.

International Operations

Our net revenue originating outside the U.S., as a percentage of our total net revenue, was approximately 71 percent in fiscal 2017, 70 percent in fiscal 2016 and 70 percent in fiscal 2015, the majority of which was from customers other than foreign governments.

Annual revenues derived from China including Hong Kong were approximately 20 percent in fiscal 2017, 20 percent in fiscal 2016 and 17 percent in fiscal 2015.

Revenues from external customers are generally attributed to countries based on where we ship the products or provide the services.

Long-lived assets located outside of the U.S., as a percentage of our total long-lived assets, was approximately 46 percent in fiscal year 2017 and 44 percent in fiscal year 2016.

Most of our sales in international markets are made by foreign sales subsidiaries.

In countries with low sales volumes, sales are made through various representatives and distributors.

However, we also sell into international markets directly from the U.S. Financial information about our international operations is contained in Note 19, "Segment Information", to our consolidated financial statements.

On September 19, 2013, Agilent announced plans to separate into two publicly traded companies, one comprising of the life sciences, diagnostics and chemical analysis businesses that retained the Agilent name, and the other one that comprised of the electronic measurement business that was renamed Keysight Technologies, Inc. (“Keysight”).

Keysight was incorporated in Delaware as a wholly-owned subsidiary of Agilent on December 6, 2013.

On November 1, 2014, we completed the distribution of 100% of the outstanding common shares of Keysight to Agilent stockholders who received one share of Keysight common stock for every two shares of Agilent held as of the close of business on the record date, October 22, 2014.

From January 2007 to August 2009 he served as our vice president of Investor Relations.

Prior to that he served as Vice President, Corporate Controllership and Tax from November 2006 to July 20, 2010 and as Chief Accounting Officer from November 2007 to July 20, 2010.

From April 2003 to October 2006, Mr. Hirsch served as Vice President and Controller.

Prior to assuming this position, Mr. Hirsch served as Vice

President and Treasurer from September 1999 to April 2003.

Mr. Hirsch had joined Hewlett‑Packard Company in 1989 as Director of Finance and Administration of Hewlett‑Packard France.

In 1993, he became Director of Finance and Administration of Hewlett‑ Packard Asia Pacific, and in 1996 Director of Finance and Administration of Hewlett‑ Packard Europe, Middle East, and Africa.

Mr. Hirsch serves on the Board of Directors of Logitech International and Knowles Corporation.

Patrick K.

From January 2014 to November 2014 he served as Vice President and General Manager of the Life Sciences Products and Solutions organization.

Prior to that he served as Vice President and General Manager of the Liquid Phase Division from December 2012 to January 2014.

We are involved in lawsuits, claims, investigations and proceedings, including, but not limited to, intellectual property, [removed: commercial] [added: 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 [removed: or] [added: and] reasonably possible of having a material impact to our business, consolidated financial condition, results of operations or cash flows.

| | | For the fiscal year ended October 31, [removed: 2017] [added: 2018] |

Indicate by check mark whether the registrant has submitted electronically [removed: and posted on its corporate website, if any,] every Interactive Data File required to be submitted [removed: and posted] pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit [removed: and post] such files).

The aggregate market value of the registrant's common equity held by non-affiliates as of April 30, [removed: 2017,] [added: 2018,] was approximately [removed: $12.6] [added: $16.0] billion.

As of December [removed: 1, 2017,] [added: 10, 2018,] there were [removed: 323,018,027] [added: 318,533,054] outstanding shares of common stock, par value $0.01 per share.

| Portions of the Proxy Statement for the Annual Meeting of Stockholders (the "Proxy Statement") to be held on March [removed: 21, 2018,] [added: 20, 2019,] and to be filed pursuant to Regulation 14A within 120 days after registrant's fiscal year ended October 31, [removed: 2017] [added: 2018] are incorporated by reference into Part III of this Report | | III |

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| [Item [removed: 13](#s70CF20118F465B5C82F4E29A473D0700)] [added: 13](#s085C402D4B945B83840DB80399ED1410)] | [Certain Relationships and Related Transactions, and Director [removed: Independence](#s70CF20118F465B5C82F4E29A473D0700)] [added: Independence](#s085C402D4B945B83840DB80399ED1410)] | [removed: [105](#s70CF20118F465B5C82F4E29A473D0700)] [added: [105](#s085C402D4B945B83840DB80399ED1410)] |

| [Item [removed: 14](#sBB2E11C05FEF5CCCB54975502A45A5DF)] [added: 14](#s90947DB7F02A5126BDE6025ABF9BEC37)] | [Principal Accounting Fees and [removed: Services](#sBB2E11C05FEF5CCCB54975502A45A5DF)] [added: Services](#s90947DB7F02A5126BDE6025ABF9BEC37)] | [removed: [105](#sBB2E11C05FEF5CCCB54975502A45A5DF)] [added: [105](#s90947DB7F02A5126BDE6025ABF9BEC37)] |

| [Item [removed: 15](#s133BE04187255E78A62D849A2968E8A8)] [added: 15](#sD75D6A5DC2F8521B9C0BA1D171FAD917)] | [Exhibits, Financial Statement [removed: Schedules](#s133BE04187255E78A62D849A2968E8A8)] [added: Schedules](#sD75D6A5DC2F8521B9C0BA1D171FAD917)] | [removed: [105](#s133BE04187255E78A62D849A2968E8A8)] [added: [105](#sD75D6A5DC2F8521B9C0BA1D171FAD917)] |

This report contains forward-looking statements including, without limitation, statements regarding trends, seasonality and growth in, and drivers of, the markets we sell into, our strategic direction, [removed: our] [added: new product and service introductions and] future [removed: effective tax rate] [added: products] and [removed: tax valuation allowance, earnings from] [added: services, adoption of] our [removed: foreign subsidiaries, repatriation] [added: products, the ability] of our [removed: earnings from foreign jurisdictions] [added: products to meet market] and [removed: its impact] [added: customer needs, improving our customers’ experience, future financial results, our operating margin, mix, our investments, including in manufacturing infrastructure and research and development, our ability to identify and enable synergies across our businesses, our focus] on [added: balanced capital allocation, competition,] our [removed: tax expense, lease] [added: contributions to our pension] and [removed: site services income from Keysight,] [added: other defined benefit plans, impairment of goodwill and other intangible assets,] the [added: effect of the U.S. Tax Cuts and Jobs Act of 2017 and U.S. and other tariffs, the] impact of foreign currency [removed: movements on our performance,] [added: movements,] our hedging [removed: programs, indemnification, new product] [added: programs] and [removed: service introductions, the ability of our products to meet market needs, adoption of our products, changes] [added: other actions] to [removed: our manufacturing processes,] [added: offset] the [removed: use] [added: effects] of [removed: contract manufacturers, out sourcing] [added: tariffs] and [removed: third-party package delivery services, source] [added: foreign currency movements, our future effective tax rate] and [removed: supply] [added: tax valuation allowance, earnings from our foreign subsidiaries, repatriation] of [removed: materials used in] our [removed: products,] [added: earnings from foreign jurisdictions,] the impact of local government regulations on our ability to pay vendors or conduct operations, our liquidity position, our ability to generate cash from operations, [removed: growth in our businesses, our investments, including in research and development,] the potential impact of adopting new accounting pronouncements, [removed: our financial results,] [added: indemnification, the use of contract manufacturers, out sourcing and third-party package delivery services, source and supply of materials used in] our [removed: operating margin,] [added: products,] our sales, our purchase commitments, our capital expenditures, [removed: our contributions to our pension and other defined benefit plans, our strategic initiatives, our cost-control activities and other cost saving initiatives, uncertainties relating to Food and Drug Administration ("FDA") and other regulatory approvals,] the integration of our acquisitions and other transactions, [removed: impairment of goodwill and other intangible assets,] write down of [removed: investment] [added: investments] values or loans and convertible notes, our stock repurchase program, our declared dividends, and the existence of economic instability, that involve risks and uncertainties.

10-K 1 a-10312018x10k.htm 10-K

| Non-accelerated filer ¨ | | | | | | |

| [PART I](#s38593EB4F0A3550A82E43F0A41011C29) | | |

| [Item 1](#s38593EB4F0A3550A82E43F0A41011C29) | [Business](#s13D894C9475F5CA096179D8E95DB9EBF) | [3](#s13D894C9475F5CA096179D8E95DB9EBF) |

| [PART II](#sBD6C4BA7670152B295DC201B6976AF43) | | |

| [PART IV](#s197FF99EC9E656E09998E3C64B171AE7) | | |

10-K 1 a-10312017x10k.htm 10-K

| Non-accelerated filer ¨ (Do not check if a smaller reporting company) | | | | | | |

| [PART I](#s0EDE65E0F96C5797BAB6732CE8D9EB0A) | | |

| [Item 1](#s0EDE65E0F96C5797BAB6732CE8D9EB0A) | [Business](#s0AF9CDA393F15C4F8AC9589FF9680069) | [3](#s0AF9CDA393F15C4F8AC9589FF9680069) |

| [PART II](#sBD0465FDE08352AEAEB628A984F25391) | | |

| [PART IV](#sFCAD49F8DDF3540A97D9A96E703FD388) | | |

As of October 31, [removed: 2017,] [added: 2018,] we owned or leased a total of approximately [removed: 5.9] [added: 6.3] million square feet of space worldwide.

Of that, we owned approximately [removed: 4.3] [added: 4.4] million square feet and leased the remaining [removed: 1.6] [added: 1.9] million square feet.

Our manufacturing plants, R&D facilities and warehouse and administrative facilities occupied approximately [removed: 5.2] [added: 5.6] million square feet.

Our diagnostics and genomics business has manufacturing and R&D facilities in Belgium, Denmark, [removed: Germany,] Malaysia and the United States.

Our Agilent CrossLab business has manufacturing and R&D facilities in Australia, China, Germany, Japan, Netherlands, [added: Singapore,] United Kingdom and the United States.

As of December 1, [removed: 2017,] [added: 2018,] there were [removed: 23,445] [added: 22,187] common stockholders of record.

The information required by this item with respect to equity compensation plans is included under the caption [removed: Equity] [added: "Equity] Compensation [removed: Plans] [added: Plans"] in our [removed: proxy statement] [added: Proxy Statement] for the [removed: annual meeting] [added: Annual Meeting] of [removed: stockholders] [added: Stockholders] to be held March [removed: 21, 2018,] [added: 20, 2019,] to be filed with the Securities and Exchange Commission pursuant to Regulation 14A, and is incorporated herein by reference.

The graph below shows the cumulative total stockholder return on our common stock with the cumulative total return of the S&P 500 Index and our peer group, consisting of all companies in the Health Care and Materials Indexes of the S&P 500, assuming an initial investment of $100 on October 31, [removed: 2012] [added: 2013] and the reinvestment of all dividends.

[removed: ][added: ]

| Company Name / Index | [removed: 10/31/2012 |] 10/31/2013 | [removed: |] 10/31/2014 | | 10/31/2015 | | 10/31/2016 | | 10/31/2017 | | [added: 10/31/2018 | |]

The table below summarizes information about the Company’s purchases, based on trade date; of its equity securities registered pursuant to Section 12 of the Exchange Act during the quarterly period ended October 31, [removed: 2017.][added: 2018.]

The total number of shares of common stock purchased by the Company during the fiscal year ended October 31, [removed: 2017] [added: 2018] is [removed: 3,956,816] [added: 6,435,974] shares.

| (1) | On May 28, 2015, we announced that our board of directors had approved a new share repurchase program (the "2015 repurchase program"). The 2015 repurchase program authorizes the purchase of up to $1.14 billion of our common stock through and including November 1, 2018. The 2015 repurchase program does not require the company to acquire a specific number of shares and may be suspended or discontinued at any time. As of October 31, [removed: 2017,] [added: 2018,] all repurchased shares have been retired. [added: The remaining authorization of $188 million expired on November 1, 2018.] |

| Agilent Technologies | 100 | 109.93 | | 104.32 | | 121.65 | | 191.77 | | 184.30 | |

| S&P 500 | 100 | 117.27 | | 123.37 | | 128.93 | | 159.40 | | 171.11 | |

| Peer Group | 100 | 125.48 | | 134.19 | | 130.32 | | 160.31 | | 174.07 | |

| Aug. 1, 2018 through Aug. 31, 2018 | | 241,748 | | | 66.07 | | | | 241,748 | | | $ | 258 | |

| Sep. 1, 2018 through Sep. 30, 2018 | | 202,400 | | | 69.04 | | | | 202,400 | | | $ | 244 | |

| Oct. 1, 2018 through Oct. 31, 2018 | | 881,462 | | | $ | 63.93 | | | 881,462 | | | $ | 188 | |

| Total | | 1,325,610 | | | $ | 65.10 | | | 1,325,610 | | | | | |

The following table sets forth the high and low sale prices and the dividend declarations per quarter for the 2016 and 2017 fiscal years as reported in the consolidated transaction reporting system for the New York Stock Exchange:

| | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Fiscal 2016 | | High | | | | Low | | | | Dividends | | |

| First Quarter (ended January 31, 2016) | | $ | 42.48 | | | $ | 36.01 | | | $ | 0.115 | |

| Second Quarter (ended April 30, 2016) | | $ | 42.00 | | | $ | 34.15 | | | $ | 0.115 | |

| Third Quarter (ended July 31, 2016) | | $ | 48.18 | | | $ | 40.39 | | | $ | 0.115 | |

| Fourth Quarter (ended October 31, 2016) | | $ | 48.63 | | | $ | 43.11 | | | $ | 0.115 | |

| Fiscal 2017 | | High | | | | Low | | | | Dividends | | |

| First Quarter (ended January 31, 2017) | | $ | 49.48 | | | $ | 42.92 | | | $ | 0.132 | |

| Second Quarter (ended April 30, 2017) | | $ | 55.51 | | | $ | 48.47 | | | $ | 0.132 | |

| Third Quarter (ended July 31, 2017) | | $ | 61.84 | | | $ | 55.36 | | | $ | 0.132 | |

| Fourth Quarter (ended October 31, 2017) | | $ | 68.52 | | | $ | 58.22 | | | $ | 0.132 | |

During fiscal 2017, we issued four quarterly dividends of $0.132 per share.

All decisions regarding the declaration and payment of dividends are at the discretion of our Board of Directors and will be evaluated regularly in light of our financial condition, earnings, growth prospects, funding requirements, applicable law, and any other factors that our Board deems relevant.

| Agilent Technologies | 100 | 142.52 | | 156.67 | | 148.68 | | 173.38 | | 273.31 | |

| S&P 500 | 100 | 127.18 | | 149.14 | | 156.89 | | 163.97 | | 202.72 | |

| Peer Group | 100 | 133.00 | | 165.85 | | 176.13 | | 171.91 | | 213.11 | |

| Aug. 1, 2017 through Aug. 31, 2017 | | — | | | — | | | | — | | | $ | 610 | |

| Sep. 1, 2017 through Sep. 30, 2017 | | — | | | — | | | | — | | | $ | 610 | |

| Oct. 1, 2017 through Oct. 31, 2017 | | — | | | $ | — | | | — | | | $ | 610 | |

| Total | | — | | | $ | — | | | — | | | | | |

| | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | |

| Net revenue | $ | [removed: 4,472] [added: 4,914] | | | $ | [removed: 4,202] [added: 4,472] | | | $ | [removed: 4,038] [added: 4,202] | | | $ | [removed: 4,048] [added: 4,038] | | | $ | [removed: 3,894] [added: 4,048] | |

| Income from continuing operations before taxes | $ | [removed: 803] [added: 946] | | | $ | [removed: 544] [added: 803] | | | $ | [removed: 480] [added: 544] | | | $ | [removed: 229] [added: 480] | | | $ | [removed: 293] [added: 229] | |

| Income from continuing operations | $ | [removed: 684] [added: 316] | | | $ | [removed: 462] [added: 684] | | | $ | [removed: 438] [added: 462] | | | $ | [removed: 232] [added: 438] | | | $ | [removed: 225] [added: 232] | |

| Income (loss) from discontinued operations, net of taxes | $ | — | | | $ | — | | | $ | [removed: (37] [added: —] | [removed: )] | | $ | [removed: 317] [added: (37] | [added: )] | | $ | [removed: 509] [added: 317] | |

| Net income | $ | [removed: 684] [added: 316] | | | $ | [removed: 462] [added: 684] | | | $ | [removed: 401] [added: 462] | | | $ | [removed: 549] [added: 401] | | | $ | [removed: 734] [added: 549] | |

| Income from continuing operations | $ | [removed: 2.12] [added: 0.98] | | | $ | [removed: 1.42] [added: 2.12] | | | $ | [removed: 1.32] [added: 1.42] | | | $ | [removed: 0.70] [added: 1.32] | | | $ | [removed: 0.66] [added: 0.70] | |

| Income (loss) from discontinued operations, net of taxes | — | | | | — | | | | [removed: (0.12] [added: —] | | [removed: )] | | [removed: 0.95] [added: (0.12] | | [added: )] | | [removed: 1.49] [added: 0.95] | | |

| Net income per share - basic | $ | [removed: 2.12] [added: 0.98] | | | $ | [removed: 1.42] [added: 2.12] | | | $ | [removed: 1.20] [added: 1.42] | | | $ | [removed: 1.65] [added: 1.20] | | | $ | [removed: 2.15] [added: 1.65] | |

| Income from continuing operations | $ | [removed: 2.10] [added: 0.97] | | | $ | [removed: 1.40] [added: 2.10] | | | $ | [removed: 1.31] [added: 1.40] | | | $ | [removed: 0.69] [added: 1.31] | | | $ | [removed: 0.65] [added: 0.69] | |

| Income (loss) from discontinued operations, net of taxes | — | | | | — | | | | [removed: (0.11] [added: —] | | [removed: )] | | [removed: 0.93] [added: (0.11] | | [added: )] | | [removed: 1.48] [added: 0.93] | | |

| Net income per share - diluted | $ | [removed: 2.10] [added: 0.97] | | | $ | [removed: 1.40] [added: 2.10] | | | $ | [removed: 1.20] [added: 1.40] | | | $ | [removed: 1.62] [added: 1.20] | | | $ | [removed: 2.13] [added: 1.62] | |

| Weighted average shares used in computing basic net income per share | [removed: 322] [added: 321] | | | | [removed: 326] [added: 322] | | | | [removed: 333] [added: 326] | | | | 333 | | | | [removed: 341] [added: 333] | | |

| Weighted average shares used in computing diluted net income per share | [removed: 326] [added: 325] | | | | [removed: 329] [added: 326] | | | | [removed: 335] [added: 329] | | | | [removed: 338] [added: 335] | | | | [removed: 345] [added: 338] | | |

| Cash dividends declared per common share | $ | [removed: 0.528] [added: 0.596] | | | $ | [removed: 0.460] [added: 0.528] | | | [removed: 0.400] [added: 0.460] | | | | $ | [removed: 0.528] [added: 0.400] | | | $ | [removed: 0.460] [added: 0.528] | |

| Consolidated Balance Sheet Data: | | | | | | | | | | | | | [removed: (1)] | | | | (1) | | |

| Cash and cash equivalents | $ | [removed: 2,678] [added: 2,247] | | | $ | [removed: 2,289] [added: 2,678] | | | $ | [removed: 2,003] [added: 2,289] | | | $ | [removed: 2,218] [added: 2,003] | | | $ | [removed: 2,675] [added: 2,218] | |

| Working capital | $ | [removed: 2,906] [added: 2,677] | | | $ | [removed: 2,690] [added: 2,906] | | | $ | [removed: 2,710] [added: 2,690] | | | $ | [removed: 3,817] [added: 2,710] | | | $ | [removed: 3,392] [added: 3,817] | |

| Total assets | $ | [removed: 8,426] [added: 8,541] | | | $ | [removed: 7,794] [added: 8,426] | | | $ | [removed: 7,479] [added: 7,794] | | | $ | [removed: 10,815] [added: 7,479] | | | $ | [removed: 10,608] [added: 10,815] | |

| Long-term debt | $ | [removed: 1,801] [added: 1,799] | | | $ | [removed: 1,904] [added: 1,801] | | | $ | [removed: 1,655] [added: 1,904] | | | $ | [removed: 1,663] [added: 1,655] | | | $ | [removed: 2,699] [added: 1,663] | |

| Stockholders' equity | $ | [removed: 4,831] [added: 4,567] | | | $ | [removed: 4,243] [added: 4,831] | | | $ | [removed: 4,167] [added: 4,243] | | | $ | [removed: 5,301] [added: 4,167] | | | $ | [removed: 5,297] [added: 5,301] | |

| | 2018 | | | | 2017 | | | | 2016 | | | | 2015 | | | | 2014 | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#s89B77B24538F50D2A7EBD88C827D036F)] [added: Firm](#s015A8D84CE9350EC8CEFA24EA0D73D79)] | | [removed: [51](#s89B77B24538F50D2A7EBD88C827D036F)] [added: [51](#s015A8D84CE9350EC8CEFA24EA0D73D79)] |

| [Consolidated Statement of Operations for each of the three years in the period ended October 31, [removed: 2017](#s38160E259B915B61B21B04040FD97E73)] [added: 2018](#s32B8B7555C8C561FBF9AF6BD420BBFED)] | | [removed: [52](#s38160E259B915B61B21B04040FD97E73)] [added: [53](#s32B8B7555C8C561FBF9AF6BD420BBFED)] |

| [Consolidated Statement of Comprehensive Income for each of the three years in the period ended October 31, [removed: 2017](#s11B82CB800DA5061BD3648EC0446A968)] [added: 2018](#s0BEC9139967B5971AFE13D3D9EF7A447)] | | [removed: [53](#s11B82CB800DA5061BD3648EC0446A968)] [added: [54](#s0BEC9139967B5971AFE13D3D9EF7A447)] |

| [Consolidated Balance Sheet at October 31, [removed: 2017] [added: 2018] and [removed: 2016](#s556F5AC93B225E6389451F7606433334)] [added: 2017](#s4CD8142B456E5FDAA31E07C2F91A2B68)] | | [removed: [54](#s556F5AC93B225E6389451F7606433334)] [added: [55](#s4CD8142B456E5FDAA31E07C2F91A2B68)] |

| [Consolidated Statement of Cash Flows for each of the three years in the period ended October 31, [removed: 2017](#s2A675E28C2DD52CCB2E84DFF9396F2B1)] [added: 2018](#s9068A9E353935DBFA2D55E16889D9848)] | | [removed: [55](#s2A675E28C2DD52CCB2E84DFF9396F2B1)] [added: [56](#s9068A9E353935DBFA2D55E16889D9848)] |

| [Consolidated Statement of Equity for each of the three years in the period ended October 31, [removed: 2017](#sF04FD0485EE55D4CA4F7E3C5CD826A65)] [added: 2018](#sB673C381C8E25A72B429723F9790A3F7)] | | [removed: [56](#sF04FD0485EE55D4CA4F7E3C5CD826A65)] [added: [57](#sB673C381C8E25A72B429723F9790A3F7)] |

| [Notes to Consolidated Financial [removed: Statements](#sA6425E9B41C85D97B15D6C51C086E92D)] [added: Statements](#sA8A93408A06C548387EF4361947D9F9A)] | | [removed: [57](#sA6425E9B41C85D97B15D6C51C086E92D)] [added: [58](#sA8A93408A06C548387EF4361947D9F9A)] |

| [Quarterly Summary [removed: (unaudited)](#sA929C28765325A9A80A89B066FA07A53)] [added: (unaudited)](#s0C3AC0D0463E527386451BA8A4C31659)] | | [removed: [102](#sA929C28765325A9A80A89B066FA07A53)] [added: [102](#s0C3AC0D0463E527386451BA8A4C31659)] |

To the [removed: Stockholders and] Board of Directors [added: and Stockholders] of Agilent Technologies, [removed: Inc.:][added: Inc.]

In our opinion, the [removed: accompanying] consolidated [removed: balance sheets and the related consolidated] [added: financial] statements [removed: of income, comprehensive income, equity and cash flows] [added: referred to above] present fairly, in all material respects, the financial position of [removed: Agilent Technologies, Inc. and its subsidiaries] [added: the Company] as of October 31, [removed: 2017] [added: 2018] and October 31, [removed: 2016,] [added: 2017,] and the results of [removed: their] [added: its] operations and [removed: their] [added: its] cash flows for each of the three years in the period ended October 31, [removed: 2017] [added: 2018] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of October 31, [removed: 2017,] [added: 2018,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the [removed: Committee of Sponsoring Organizations of the Treadway Commission (COSO).][added: COSO.]

The Company's management is responsible for these [removed: financial statements and] [added: consolidated] financial [removed: statement schedule,] [added: statements,] for maintaining effective internal control over financial [removed: reporting] [added: reporting,] and for its assessment of the effectiveness of internal control over financial reporting, included in [removed: Management's] [added: Management’s] Report on Internal Control [removed: over] [added: Over] Financial Reporting appearing under Item 9A.

Our responsibility is to express opinions on [removed: these financial statements, on] the [added: Company’s consolidated] financial [removed: statement schedule,] [added: statements] and on the Company's internal control over financial reporting based on our [removed: integrated] audits.

We conducted our audits in accordance with the standards of the [removed: Public Company Accounting Oversight Board (United States).][added: PCAOB.]

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the [added: consolidated] financial statements are free of material [removed: misstatement] [added: misstatement, whether due to error or fraud,] and whether effective internal control over financial reporting was maintained in all material respects.

Our audits [removed: of the financial statements] [added: also] included [removed: examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing] [added: evaluating] the accounting principles used and significant estimates made by management, [removed: and] [added: as well as] evaluating the overall [added: presentation of the consolidated] financial [removed: statement presentation.][added: statements.]

| | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | |

| Total net revenue | [removed: 4,472] [added: 4,914] | | | | [removed: 4,202] [added: 4,472] | | | | [removed: 4,038] [added: 4,202] | | |

| Cost of services and other | [removed: 594] [added: 639] | | | | [removed: 541] [added: 601] | | | | [removed: 501] [added: 548] | | |

| Total costs | [removed: 2,063] [added: 2,227] | | | | [removed: 2,005] [added: 2,063] | | | | [removed: 1,997] [added: 2,005] | | |

| Research and development | [removed: 339] [added: 385] | | | | [removed: 329] [added: 339] | | | | [removed: 330] [added: 329] | | |

| Selling, general and administrative | [removed: 1,229] [added: 1,374] | | | | [removed: 1,253] [added: 1,229] | | | | [removed: 1,189] [added: 1,253] | | |

| Total costs and expenses | [removed: 3,631] [added: 3,986] | | | | [removed: 3,587] [added: 3,631] | | | | [removed: 3,516] [added: 3,587] | | |

| Income from operations | [removed: 841] [added: 928] | | | | [removed: 615] [added: 841] | | | | [removed: 522] [added: 615] | | |

| Interest income | [removed: 22] [added: 38] | | | | [removed: 11] [added: 22] | | | | [removed: 7] [added: 11] | | |

| Interest expense | [removed: (79] [added: (75] | | ) | | [removed: (72] [added: (79] | | ) | | [removed: (66] [added: (72] | | ) |

| Other income (expense), net | [removed: 19] [added: 55] | | | | [removed: (10] [added: 19] | | [removed: )] | | [removed: 17] [added: (10] | | [added: )] |

| Income [removed: from continuing operations] before taxes | [removed: 803] [added: 946] | | | | [removed: 544] [added: 803] | | | | [removed: 480] [added: 544] | | |

| Provision for income taxes | [removed: 119] [added: 630] | | | | [removed: 82] [added: 119] | | | | [removed: 42] [added: 82] | | |

| [removed: Loss from discontinued operations,] [added: Gain (loss) on derivative instruments,] net of tax [removed: benefit] [added: expense (benefit)] of [removed: $0, $0,] [added: $1, $0] and [removed: $2 | $] [added: $(4)] | [removed: —] [added: 6] | | | [removed: $] | — | | | [removed: $] | [removed: (37] [added: (6] | [added: |] ) |

| Net income | $ | [removed: 684] [added: 316] | | | $ | [removed: 462] [added: 684] | | | $ | [removed: 401] [added: 462] | |

| Net income per [removed: share - basic:] [added: share:] | | | | | | | | | | | |

[removed: | Net income per share - basic | $ | 2.12 | | | $ | 1.42 | | | $ | 1.20 | |][added: See Note 5, "Net Income Per Share".]

| Net income [added: (loss)] per share [removed: - diluted:] [added: — Diluted] | [added: $] | [added: (0.99] | [added: )] | | [added: $] | [added: 0.63] | | | [added: $] | [added: 0.73] | | [added: | $ | 0.61 | |]

| Basic | [removed: 322] [added: 321] | | | | [removed: 326] [added: 322] | | | | [removed: 333] [added: 326] | | |

| Diluted | [removed: 326] [added: 325] | | | | [removed: 329] [added: 326] | | | | [removed: 335] [added: 329] | | |

| Cash dividends declared per common share | $ | [removed: 0.528] [added: 0.596] | | | $ | [removed: 0.460] [added: 0.528] | | | $ | [removed: 0.400] [added: 0.460] | |

| [removed: Gain (loss) on derivative instruments,] [added: Change in actuarial] net [added: loss, net] of tax expense (benefit) of [removed: $0, $(4)] [added: $(3), $52,] and [removed: $3] [added: $(42)] | [removed: —] [added: (7] | | [added: )] | | [removed: (6] [added: 123] | | [removed: )] | | [removed: 8] [added: (86] | | [added: )] |

| Amounts reclassified into earnings related to derivative instruments, net of tax expense [removed: (benefit)] of [removed: $0,] [added: $1,] $0 and [removed: $(6)] [added: $0] | [removed: (1] [added: 3] | | [removed: )] | | [removed: 3] [added: (1] | | [added: )] | | [removed: (12] [added: 3] | | [removed: )] |

| Foreign currency translation, net of tax expense [removed: (benefit)] of [removed: $3,] [added: $7,] $3 and [removed: $(24)] [added: $3] | [removed: 41] [added: (58] | | [added: )] | | [removed: (8] [added: 41] | | [removed: )] | | [removed: (336] [added: (8] | | ) |

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Agilent Technologies, Inc. and its subsidiaries (the “Company”) as of October 31, 2018 and October 31, 2017, and the related consolidated statements of operations, comprehensive income, cash flows and equity for each of the three years in the period ended October 31, 2018, including the related notes and financial statement schedule appearing under Item 15(a)(2).

(collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of October 31, 2018, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Basis for Opinions

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Definition and Limitations of Internal Control over Financial Reporting

| We have served as the Company’s auditor since 1999. | |

| Products | $ | 3,746 | | | $ | 3,397 | | | $ | 3,213 | |

| Services and other | 1,168 | | | | 1,075 | | | | 989 | | |

| Cost of products | 1,588 | | | | 1,462 | | | | 1,457 | | |

| Basic | $ | 0.98 | | | $ | 2.12 | | | $ | 1.42 | |

| Diluted | $ | 0.97 | | | $ | 2.10 | | | $ | 1.40 | |

| Net income | $ | 316 | | | $ | 684 | | | $ | 462 | |

| Gain on step acquisition | (20 | | ) | | — | | | | — | | |

| Changes in assets and liabilities due to Tax Act | 552 | | | | — | | | | — | | |

| Non-cash change in investments in property, plant and equipment -increase (decrease) | $ | (5 | ) | | $ | 29 | | | $ | (12 | ) |

| Retirement of treasury stock | (6,436 | ) | | — | | | | (87 | | ) | | 6,436 | | | 422 | | | | (335 | | ) | | — | | | | — | | | | — | | | | — | | |

| Balance as of October 31, 2018 | 317,715 | | | $ | 3 | | | $ | 5,308 | | | — | | | $ | — | | | $ | (336 | ) | | $ | (408 | ) | | $ | 4,567 | | | $ | 4 | | | $ | 4,571 | |

Revision of Services and Other, Product Net Revenue and related Cost of Sales.

In 2018, we identified a stream of service revenue that had been presented as product revenue in the prior years.

We have revised prior year's presentation to show the revenue within services and other to conform with the current presentation in fiscal 2018.

The cost of sales associated with these newly identified service revenue has also been revised to align with the new presentation.

For the years ended October 31, 2017 and 2016 service and other revenue increased $13 million and $14 million, respectively, and service and other cost of sales increased $7 million in both periods, with corresponding reductions in product revenue and cost of sales.

These corrections to the classifications are not considered to be material to current or prior periods and had no impact to our results of operations previously reported in our consolidated statement of operations.

credit losses in our existing accounts receivable.

In May 2018, we re-organized our operating segments and moved our microfluidics business from our life sciences and applied markets operating segment to our diagnostics and genomics operating segment.

As a result, we reassigned approximately $45 million of goodwill from our life sciences and applied markets segment to our diagnostics and genomics segment using the relative fair value allocation approach.

Goodwill balances as of October 31, 2017 and 2016, have been recast to conform to this new presentation.

than 50% chance) that the indefinite-lived intangible asset is impaired.

In 2018, we repatriated $1,921 million of the cash held outside the U.S. The cash remaining outside the U.S. can be repatriated to the U.S. as local working capital and other regulatory conditions permit.

Agilent’s initial ownership stake was 48 percent and included an option to acquire the remaining shares until March 2018.

During the year ended October 31, 2018, we exercised our option and acquired all of the remaining shares of Lasergen, Inc. that we did not already own for an additional cash consideration of approximately $107 million.

The fair value remeasurement of our previous investment immediately before the acquisition resulted in a net gain of $20 million and was recorded in other income.

Lasergen was previously considered a VIE.

As of October 31, 2018, we have no VIE's.

rates.

During 2018, we recorded an impairment charge of $21 million related to purchased intangible assets within the diagnostics and genomics segment that were deemed unrecoverable.

In addition, in our opinion, the financial statement schedule listed in the index appearing under item 15(a)(2) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.

| December 21, 2017 | |

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Products | $ | 3,410 | | | $ | 3,227 | | | $ | 3,146 | |

| Services and other | 1,062 | | | | 975 | | | | 892 | | |

| Cost of products | 1,469 | | | | 1,464 | | | | 1,496 | | |

| Income from continuing operations | 684 | | | | 462 | | | | 438 | | |

| Income from continuing operations | $ | 2.12 | | | $ | 1.42 | | | $ | 1.32 | |

| Loss from discontinued operations | — | | | | — | | | | (0.12 | | ) |

| Income from continuing operations | $ | 2.10 | | | $ | 1.40 | | | $ | 1.31 | |

| Loss from discontinued operations | — | | | | — | | | | (0.11 | | ) |

| Net income per share - diluted | $ | 2.10 | | | $ | 1.40 | | | $ | 1.20 | |

| Change in net prior service benefit, net of tax benefit of $(3), $(8), and $(6) | (6 | | ) | | (15 | | ) | | (11 | | ) |

| Treasury stock at cost; zero shares at October 31, 2017 and 290 million shares at October 31, 2016 | — | | | | (10,508 | | ) |

| Loan to equity method investment | — | | | | (3 | | ) | | — | | |

| Change in cash and cash equivalents within current assets of discontinued operations | — | | | | — | | | | 810 | | |

| Balance as of October 31, 2014 | 607,890 | | | $ | 6 | | | $ | 8,967 | | | (272,924 | ) | | $ | (9,807 | ) | | $ | 6,469 | | | $ | (334 | ) | | $ | 5,301 | | | $ | 3 | | | $ | 5,304 | |

| Distribution of Keysight | — | | | — | | | | (28 | | ) | | — | | | — | | | | (1,156 | | ) | | 332 | | | | (852 | | ) | | — | | | | (852 | | ) |

| Tax benefits from share-based awards issued | — | | | — | | | | 8 | | | | — | | | — | | | | — | | | | — | | | | 8 | | | | — | | | | 8 | | |

Keysight Separation.

On November 1, 2014, we completed the distribution of 100% of the outstanding common shares of Keysight Technologies, Inc. ("Keysight") to Agilent stockholders who received one share of Keysight common stock for every two shares of Agilent held as of the close of business on the record date, October 22, 2014.

For fiscal year 2015, discontinued operations includes costs incurred to effect the separation of Keysight and certain costs associated with transition services provided by Agilent to Keysight.

No income or expense has been recorded for the Keysight business after separation from Agilent on November 1, 2014.

Exit of Nuclear Magnetic Resonance Business.

Beginning the fourth quarter of fiscal year 2014, we ceased the manufacture and sale of our nuclear magnetic resonance (“NMR”) product line within our life sciences and applied markets segment.

In connection with the exit from this business, we recorded approximately $6 million in restructuring and other related costs in 2015.

The exit of the NMR business was completed in fiscal year 2016.

Reclassification.

Certain reclassifications to our prior period consolidated balance sheet have been made to conform with our current reporting.

The October 31, 2016 consolidated balance sheet reflects the reclassification of $8 million of intangible assets related to purchased technology and licenses from third parties that were not associated with a business combination from other assets to other intangible assets.

See Note 6, "Net Income Per Share".

Under current tax laws, the cash could be repatriated to the U.S. but most of it would be subject to U.S. federal and state income taxes, less applicable tax credits.

Our cash and cash equivalents mainly consist of short term deposits held at

We have determined that as of October 31, 2017 and 2016, 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.

Agilent’s initial ownership stake was 48 percent and we have also joined the board of Lasergen and signed a collaboration agreement.

We have the option to acquire all of the remaining shares of Lasergen until March 2, 2018, for additional consideration of $105 million.

Lasergen is a VIE, however, we do not consolidate the entity in our financial statements because we do not have the power to direct the activities of the VIE that most significantly impact the VIE's economic performance.

As of October 31, 2017 and 2016, the carrying value of our investments in VIE’s was $80 million with a maximum exposure of $80 million.

The maximum exposure is equal to the carrying value because we do not have future funding commitments.

Our management has evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of October 31, [removed: 2017,] [added: 2018,] pursuant to and as required by Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”).

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of October 31, [removed: 2017,] [added: 2018,] the company's disclosure controls and procedures, as defined by Rule 13a-15(e) under the Exchange Act, were effective and designed to ensure that (i) information required to be disclosed in the company's reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and (ii) information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

As a result of that assessment, management concluded that our internal control over financial reporting was effective as of October 31, [removed: 2017] [added: 2018] based on criteria in Internal Control - Integrated Framework (2013) issued by the COSO.

The effectiveness of our internal control over financial reporting as of October 31, [removed: 2017] [added: 2018] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears in Item 8 of this Annual Report on Form 10-K.

Information regarding our directors appears under “Proposal No. 1 - Election of Directors” in our Proxy Statement for the Annual Meeting of Stockholders (“Proxy Statement”), to be held March [removed: 21, 2018.][added: 20, 2019.]

Information regarding our executive officers appears in Item 1 of this report under “Executive Officers of the Registrant.” Information regarding our Audit and Finance Committee and our Audit and Finance Committee's financial expert appears under “Audit and Finance Committee Report” and [removed: “Board Structure and Compensation”] [added: “Corporate Governance”] in our Proxy Statement.

Information about compensation of our named executive officers appears under “Executive [removed: Compensation”, “Compensation Committee Interlocks and Insider Participation”] [added: Compensation”] in the Proxy Statement.

Information about compensation of our directors appears under [removed: “Director Compensation”] [added: “Compensation of Non-Employee Directors”] and “Compensation Committee Report” [removed: and “Stock Ownership Guidelines”] in the Proxy Statement.

Information about security ownership of certain beneficial owners and management appears under [removed: "Common Stock Ownership of Certain Beneficial Owners and Management"] [added: "Beneficial Ownership"] in the Proxy Statement.

The following table summarizes information about our equity compensation plans as of October 31, [removed: 2017.][added: 2018.]

| Equity compensation plans approved by security holders (1)(2)(3) | [removed: 6,063,545] [added: 5,178,290] | | | $ | [removed: 34] [added: 35] | | | [removed: 35,697,020] [added: 33,095,375] | |

| (1) | The number of securities remaining available for future issuance in column (c) includes [removed: 27,556,310] [added: 26,937,115] shares of common stock authorized and available for issuance under the Agilent Technologies, Inc. Employee Stock Purchase Plan ("423(b) Plan"). The number of shares authorized for issuance under the 423(b) Plan is subject to an automatic annual increase of the lesser of one percent of the outstanding common stock of Agilent or an amount determined by the Compensation Committee of our Board of Directors. Under the terms of the 423(b) Plan, in no event shall the aggregate number of shares issued under the Plan exceed 75 million shares. |

| (2) | We issue securities under our equity compensation plans in forms other than options, warrants or rights. On November [removed: 19, 2008] [added: 15, 2017] and March [removed: 11, 2009,] [added: 21, 2018,] the Board and the stockholders, respectively, approved the Agilent Technologies, Inc. [removed: 2009] [added: 2018] Stock Plan [removed: ("2009 Plan") to replace the company's 1999 Plan] [added: (the “2018 Plan”), which was an amendment] and [removed: 1999 Non-Employee Director] [added: restatement of the Company’s 2009] Stock [added: Plan, approved by the Board and the stockholders, respectively, on November 19, 2008 and March 11, 2009. The 2018] Plan [added: provides] for awards of stock-based incentive compensation to our employees (including officers), directors and consultants. The [removed: 2009] [added: 2018] Plan provides for the grant of awards in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and performance units with performance-based conditions to vesting or exercisability, and cash awards. The [removed: 2009] [added: 2018] Plan has a term of ten years. |

| Total | 5,178,290 | | | $ | 35 | | | 33,095,375 | |

| Total | 6,063,545 | | | $ | 34 | | | 35,697,020 | |

Information about certain relationships and related transactions appears under "Related Person [removed: Transaction] [added: Transactions] Policy and Procedures" in the Proxy Statement.

Information about director independence appears under the heading [removed: "Board Structure and Compensation] [added: "Corporate Governance] — Director Independence" in the Proxy Statement.

Information about principal accountant fees and services as well as related pre-approval policies appears under "Fees Paid to [removed: PricewaterhouseCoopers"] [added: PricewaterhouseCoopers LLP"] and "Policy on [removed: Audit and Finance Committee] Preapproval of Audit and Permissible Non-Audit Services of Independent Registered [removed: Auditors"] [added: Public Accounting Firm"] in the Proxy Statement.

See Index to Consolidated Financial Statements under Item 8 on Page [removed: 51] [added: 50] of this report.

| Tax valuation allowance | | $ | [removed: 134] [added: 138] | | | $ | [removed: 6] [added: 4] | | | $ | [removed: (9] [added: (7] | ) | | $ | [removed: 131] [added: 135] | |

| [removed: 10.5] [added: 10.21] | | | | [Agilent Technologies, Inc. [removed: 1999 Non-Employee Director Stock] [added: 2005 Deferred Compensation] Plan [added: for Non-Employee Directors] (Amended and Restated Effective November [removed: 14, 2007).*](http://www.sec.gov/Archives/edgar/data/1090872/000104746907010272/a2181802zex-10_23.htm)] [added: 18, 2009).*](http://www.sec.gov/Archives/edgar/data/1090872/000104746909010861/a2195875zex-10_39.htm)] | | 10-K | | [removed: 12/21/2007] [added: 12/21/2009] | | [removed: 10.23] [added: 10.39] | | |

| [removed: 10.8] [added: 10.5] | | | | [Agilent Technologies, Inc. 2009 Stock Plan.*](http://www.sec.gov/Archives/edgar/data/1090872/000104746909000412/a2190056zdef14a.htm) | | DEF14A | | 1/27/2009 | | Appendix A | | |

| [removed: 10.9] [added: 10.6] | | | | [Form of Stock Option Award Agreement under the 2009 Stock Plan for U.S. Employees (for awards made after October 31, 2010).*](http://www.sec.gov/Archives/edgar/data/1090872/000104746910010499/a2201423zex-10_17.htm) | | 10‑K | | 12/20/2010 | | 10.17 | | |

| [removed: 10.10] [added: 10.7] | | | | [Form of Stock Option Award Agreement under the 2009 Stock Plan for U.S. Employees.*](http://www.sec.gov/Archives/edgar/data/1090872/000104746909010861/a2195875zex-10_31.htm) | | 10-K | | 12/21/2009 | | 10.31 | | |

| [removed: 10.11] [added: 10.8] | | | | [Form of Stock Option Award Agreement under the 2009 Stock Plan for non-U.S. Employees (for awards made after October 31, 2010).*](http://www.sec.gov/Archives/edgar/data/1090872/000104746910010499/a2201423zex-10_19.htm) | | 10‑K | | 12/20/2010 | | 10.19 | | |

| [removed: 10.12] [added: 10.9] | | | | [Form of Stock Option Award Agreement under the 2009 Stock Plan for non-U.S. Employees.*](http://www.sec.gov/Archives/edgar/data/1090872/000104746909010861/a2195875zex-10_32.htm) | | 10-K | | 12/21/2009 | | 10.32 | | |

| [removed: 10.13] [added: 10.10] | | | | [Form of Stock Award Agreement for Standard Awards granted to Employees (for awards made after October 31, 2010).*](http://www.sec.gov/Archives/edgar/data/1090872/000104746910010499/a2201423zex-10_21.htm) | | 10‑K | | 12/20/2010 | | 10.21 | | |

| [removed: 10.14] [added: 10.11] | | | | [Form of Stock Award Agreement under the 2009 Stock Plan for Standard Awards granted to Employees (for awards made after November 17, 2015).*](http://www.sec.gov/Archives/edgar/data/1090872/000109087215000051/a-10312015xexx1026.htm) | | 10-K | | 12/21/2015 | | 10.26 | | |

| [removed: 10.15] [added: 10.12] | | | | [Form of Stock Award Agreement under the 2009 Stock Plan for Long-Term Performance Program Awards (for awards made after November 17, 2015). *](http://www.sec.gov/Archives/edgar/data/1090872/000109087215000051/a-10312015xexx1028.htm) | | 10-K | | 12/21/2015 | | 10.28 | | |

| [removed: 10.16] [added: 10.13] | | | | [Form of Stock Award Agreement under the 2009 Stock Plan for New Executives (for awards made after November 17, 2015). *](http://www.sec.gov/Archives/edgar/data/1090872/000109087215000051/a-10312015xexx1029.htm) | | 10-K | | 12/21/2015 | | 10.29 | | |

| [removed: 10.17] [added: 10.19] | | | | [Agilent Technologies, Inc. Supplemental Benefit Retirement Plan (Amended and Restated Effective May 20, [removed: 2014).*](https://www.sec.gov/Archives/edgar/data/1090872/000109087217000018/a-10312017xexx1017.htm)] [added: 2014).*](http://www.sec.gov/Archives/edgar/data/1090872/000109087217000018/a-10312017xexx1017.htm)] | | [added: 10-K] | | [added: 12/21/2017] | | [added: 10.17] | | [removed: X] |

| [removed: 10.18] [added: 10.20] | | | | [Agilent Technologies, Inc. Long-Term Performance Program (Amended and Restated through November 1, 2005).*](http://www.sec.gov/Archives/edgar/data/1090872/000110465906015339/a06-6411_1ex10d63.htm) | | 10-Q | | 3/9/2006 | | 10.63 | | |

| [removed: 10.19] [added: 10.22] | | | | [Agilent Technologies, Inc. 2005 Deferred Compensation Plan [removed: for Non-Employee Directors] (Amended and Restated Effective [removed: November 18, 2009).*](http://www.sec.gov/Archives/edgar/data/1090872/000104746909010861/a2195875zex-10_39.htm)] [added: May 20, 2014).*](http://www.sec.gov/Archives/edgar/data/1090872/000109087217000018/a-10312017xexx1020.htm)] | | 10-K | | [removed: 12/21/2009] [added: 12/21/2017] | | [removed: 10.39] [added: 10.20] | | |

| [removed: 10.20] [added: 10.42] | | | | [Agilent Technologies, Inc. [removed: 2005 Deferred Compensation] [added: Excess Benefit Retirement] Plan (Amended and Restated Effective May 20, [removed: 2014).*](https://www.sec.gov/Archives/edgar/data/1090872/000109087217000018/a-10312017xexx1020.htm)] [added: 2014)*](http://www.sec.gov/Archives/edgar/data/1090872/000109087217000018/a-10312017xexx1040.htm)] | | [added: 10-K] | | [added: 12/21/2017] | | [added: 10.40] | | [removed: X] |

| [removed: 10.21] [added: 10.23] | | | | [Agilent Technologies, Inc. 2010 Performance‑Based Compensation Plan for Covered Employees. (as adopted on November 19. 2014](http://www.sec.gov/Archives/edgar/data/1090872/000120677415000411/agilent_def14a.htm#toc)) | | DEF14A | | 2/6/2015 | | Annex A | | |

| [removed: 10.22] [added: 10.24] | | | | [Form 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.*](http://www.sec.gov/Archives/edgar/data/1090872/000110465908023695/a08-10409_1ex10d1.htm) | | 8-K | | 4/10/2008 | | 10.1 | | |

| [removed: 10.23] [added: 10.25] | | | | [Form of Tier I Change of Control Severance Agreement between Agilent Technologies, Inc. and the Chief Executive Officer*](http://www.sec.gov/Archives/edgar/data/1090872/000109087214000045/a-10312014xexx1035.htm) | | 10-K | | 12/22/2014 | | 10.35 | | |

| [removed: 10.24] [added: 10.26] | | | | [Form 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).*](http://www.sec.gov/Archives/edgar/data/1090872/000110465908023695/a08-10409_1ex10d3.htm) | | 8-K | | 4/10/2008 | | 10.3 | | |

| [removed: 10.25] [added: 10.27] | | | | [Form of Tier II Change of Control Severance Agreement between Agilent Technologies, Inc. and Section 16 Officers (other than the Company’s Chief Executive Offier)*](http://www.sec.gov/Archives/edgar/data/1090872/000109087214000045/a-10312014xexx1037.htm) | | 10-K | | 12/22/2014 | | 10.37 | | |

| [removed: 10.26] [added: 10.28] | | | | [Form 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).*](http://www.sec.gov/Archives/edgar/data/1090872/000104746909010861/a2195875zex-10_50.htm) | | 10-K | | 12/21/2009 | | 10.50 | | |

| [removed: 10.27] [added: 10.29] | | | | [Form of Tier III Change of Control Severance Agreement between Agilent Technologies, Inc. and specified executives of the Company*](http://www.sec.gov/Archives/edgar/data/1090872/000109087214000045/a-10312014xexx1039.htm) | | 10-K | | 12/22/2014 | | 10.39 | | |

| [removed: 10.28] [added: 10.30] | | | | [Tax Matters Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc.](http://www.sec.gov/Archives/edgar/data/1090872/000110465914056956/a14-17959_1ex10d1.htm) | | 8-K | | 8/5/2014 | | 10.1 | | |