Agilent Technologies (A) 10-K risk factor changes: FY2020 vs FY2019

Risks, Uncertainties and Other Factors [added: Specific to Our Company] That May Affect Future Results

[removed: Since a significant portion of our operating expenses is relatively fixed in nature due to sales,] research and development and manufacturing costs, if we were unable to respond quickly enough these pricing pressures could further reduce our operating margins.

[removed: | • |] [added: -] properly identify customer needs and predict future needs; [removed: |]

[removed: | • |] [added: -] innovate and develop new technologies, services and applications; [removed: |]

[removed: | • |] [added: -] appropriately allocate our research and development spending to products and services with higher growth prospects; [removed: |]

[removed: | • |] [added: -] successfully commercialize new technologies in a timely manner; [removed: |]

[removed: | • |] [added: -] manufacture and deliver new products in sufficient volumes and on time; [removed: |]

[removed: | • |] [added: -] differentiate our offerings from our competitors' offerings; [removed: |]

[removed: | • |] [added: -] price our products competitively; [removed: |]

[removed: | • |] [added: -] anticipate our competitors' development of new products, services or technological innovations; and [removed: |]

[removed: | • |] [added: -] control product quality in our manufacturing process. [removed: |]

[removed: | • |] [added: -] reduced demand for our products, delays in the shipment of orders, or increases in order cancellations; [removed: |]

[removed: | • |] [added: -] increased risk of excess and obsolete inventories; [removed: |]

[removed: | • |] [added: -] increased price pressure for our products and services; and [removed: |]

[removed: | • |] [added: -] greater risk of impairment to the value, and a detriment to the liquidity, of our investment portfolio. [removed: |]

[removed: | • |] [added: -] interruption to transportation flows for delivery of parts to us and finished goods to our customers; [removed: |]

[removed: | • |] [added: -] changes in a specific country's or region's political, economic or other conditions; [removed: |]

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

[removed: | • |] [added: -] tariffs imposed by the U.S. on goods from other countries and tariffs imposed by other countries on U.S. goods, including the tariffs enacted and proposed by the U.S. government on various imports from China and by the Chinese government on certain U.S. goods; [removed: |]

[removed: | • |] [added: -] negative consequences from changes in or differing interpretations of laws and regulations, including those related to tax and import/export; [removed: |]

[removed: | • |] [added: -] difficulty in staffing and managing widespread operations; [removed: |]

[removed: | • |] [added: -] differing labor regulations; [removed: |]

[removed: | • |] [added: -] differing protection of intellectual property; [removed: |]

[removed: | • |] [added: -] unexpected changes in regulatory requirements; [removed: and |]

[removed: | • |] [added: -] geopolitical uncertainty or turmoil, [removed: including] terrorism and [removed: war. |][added: war; and]

[removed: Tariffs recently announced] [added: Future tariffs] and [added: tariffs already] implemented could have negative impact on our business, results of operations and financial condition.

Most of our accounting and tax processes including general accounting, cost accounting, accounts payable, accounts [removed: receivables] [added: receivable] and tax functions are centralized at locations in India and Malaysia.

Our hedging programs reduce, but do not always entirely eliminate, within any given twelve-month period, the impact of currency exchange rate movements, and therefore fluctuations in exchange rates, including those caused by currency controls, could impact our business, [added: operating results and financial condition by resulting in lower revenue or increased expenses.]

In addition, our currency hedging programs involve [removed: third party] [added: third-party] financial institutions as counterparties.

Our strategic initiatives to adjust our cost structure could have long-term adverse effects on our [removed: business] [added: business,] and we may not realize the operational or financial benefits from such actions.

As a result of such transactions, our financial results may differ from our own or the investment community's expectations in a given fiscal [removed: quarter,] [added: quarter] or over the long term.

Acquired businesses may also expose us to new risks and new [removed: markets] [added: markets,] and we may have difficulty addressing these risks in a cost effective and timely manner.

[removed: 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 such transactions.

A successful divestiture depends on various factors, including our ability to effectively transfer liabilities, contracts, facilities and employees to the purchaser, identify and separate the intellectual property to be divested from the intellectual property that [added: we wish to keep and reduce fixed costs previously associated with the divested assets or business.]

[removed: If demand for our products is adversely] affected or our costs increase, our operating results and business would suffer.

A number of our products [added: and services] are subject to regulation by the FDA and certain similar foreign regulatory agencies.

In addition, a number of our products [added: and services] may in the future be subject to regulation by the FDA and certain similar foreign regulatory agencies.

These regulations govern a wide variety of [removed: product-related] [added: product and service-related] activities, from quality management, design and development to labeling, manufacturing, promotion, sales and distribution.

In addition, the global regulatory environment has become increasingly [removed: stringent.][added: stringent for our products and services.]

For example, the EU [removed: has adopted] [added: is going to enforce new requirements, known as] the EU In Vitro Diagnostic Regulation (the “EU IVDR”), which imposes stricter requirements for the marketing and sale of [removed: medical devices, including] in [added: vitro diagnostics in] the [removed: area of clinical evaluation requirements, quality systems and post-market surveillance.][added: European Union.]

The COVID-19 pandemic has adversely impacted, and continues to pose risks to, our business, results of operations and financial condition, the nature and extent of which are highly uncertain and unpredictable.

Our global operations expose us to risks associated with public health crises, including epidemics and pandemics such as COVID-19.

The global spread of COVID-19 had, and may continue to have, an adverse impact on our operations, sales and delivery and supply chains.

Many countries including the United States implemented measures such as quarantine, shelter-in-place, curfew, travel and activity restrictions and similar isolation measures, including government orders and other restrictions on the conduct of business operations.

Due to these measures we experienced significant and unpredictable reductions or increases in demand for certain of our products.

Moreover, these measures caused delays in installations and significantly impacted our ability to service our customers on site.

If the COVID-19 pandemic continues or worsens, we may again experience a decline in sales activities and customer orders in certain of our businesses.

Continuing travel restrictions, prolonged quarantines or other government orders in response to the pandemic may significantly impact our ability to support our sites and service customers in those locations.

The COVID-19 pandemic has also impacted our supply chain as we experienced disruptions or delays in shipments of certain materials or components of our products.

If the pandemic continues or worsens, our manufacturing facilities, our distribution centers where inventory is managed and the operations of our logistics and other service providers may be significantly impacted.

Accordingly, COVID-19 has negatively affected our revenue growth in certain of our businesses.

It is uncertain how materially COVID-19 will affect our global operations generally if these impacts persist, worsen or re-emerge over an extended period of time.

The extent and duration of these impacts are dependent in part on customers returning to work and economic activity continuing to ramp up.

The impact on our business also depends in part on the pace at which our customers resume non-COVID-19 related patient care and testing, as well as the timing of when research performed by laboratories and other institutions returns to normal levels.

Additionally, the COVID-19 pandemic caused significant volatility and uncertainty in U.S. and international markets.

A disruption of global financial markets or resulting economic downturn may reduce our ability to incur debt or access capital and increase the cost of doing so.

There are no assurances that the credit markets or the capital markets will be available to us in the future or that the lenders participating in our credit facilities will be able to provide financing in accordance with their contractual obligations.

We cannot reasonably estimate the length or severity of the COVID-19 pandemic or the related response, or the extent to which the disruption may impact our business, financial position, results of operations and cash flows.

Ultimately, the COVID-19 pandemic could have a material adverse impact on our business, financial position, results of operations and cash flows.

To the extent COVID-19 conditions improve, the duration and sustainability of any such improvements will be uncertain and continuing adverse impacts and/or the degree of improvement may vary dramatically by geography and by business.

The actions we take in response to any improvements in conditions may also vary widely by geography and by business and will likely be made with incomplete information; pose the risk that such actions may prove to be premature, incorrect or insufficient; and could have a material, adverse impact on our business and results of operations.

Since a significant portion of our operating expenses is relatively fixed in nature due to sales,

Foreign currency movements for the year ended October 31, 2020 had an overall unfavorable impact on revenue of approximately 1 percentage point when compared to the same period last year.

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

As a result, the acquisition and integration of acquired

If demand for our products is adversely

These new regulations are more stringent in a variety of areas, including clinical requirements, quality systems and post-market surveillance activities.

In certain of our businesses, we rely on third-party intellectual

On May 1, 2020, we entered into a new $1.0 billion commercial paper program, and as of October 31, 2020 we had $75 million of commercial paper outstanding.

For example, in the first quarter of fiscal year 2020, the outbreak of COVID-19 in China led to an extension of the Lunar New Year holiday, which impacted our business and results, reduced the number of selling days and otherwise impacted our supply chain.

As described above, the COVID-19 pandemic continued to impact our business operations, supply chain and financial results and may have a material adverse effect on our business and results of operations.

General Risks

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The unfavorable effects of changes in foreign currency exchange rates have decreased revenues by approximately 2 percentage points in the year ended October 31, 2019.

operating results and financial condition by resulting in lower revenue or increased expenses.

we wish to keep and reduce fixed costs previously associated with the divested assets or business.

companies in which we invest or that we acquire.

could make it easier for competitors to capture market share and could result in lost revenues.

This report contains forward-looking statements including, without limitation, statements regarding growth opportunities, including for revenue and our end markets, strength and drivers of the markets [added: into which] we [removed: sell into,] [added: sell,] sales funnels, our strategic direction, new product and service introductions and the position of our current products and services, market demand for and adoption of our products, the ability of our products and solutions to address customer needs and meet industry requirements, our focus on differentiating our product solutions, improving our customers’ experience and growing our earnings, future financial results, our operating margin, mix, our investments, including in manufacturing infrastructure, research and development and expanding and improving our applications and solutions portfolios, expanding our position in developing countries and emerging markets, our focus on balanced capital allocation, our contributions to our pension and other defined benefit plans, impairment of goodwill and other intangible assets, the [removed: effect of the U.S. Tax Cuts and Jobs Act of 2017 (the "Tax Act") and U.S. and other tariffs, the] impact of foreign currency movements, our hedging programs and other actions to offset the effects of tariffs and foreign currency movements, our future effective tax rate, tax valuation allowance and unrecognized tax benefits, the impact of local government regulations on our ability to pay vendors or conduct operations, our ability to satisfy our liquidity requirements, including through cash generated from operations, the potential impact of adopting new accounting pronouncements, indemnification, source and supply of materials used in our products, our sales, our purchase commitments, our capital expenditures, the integration and effects of our acquisitions and other [removed: transactions and] [added: transactions,] our stock repurchase program and [removed: dividends,] [added: dividends and the potential or anticipated direct or indirect impact of COVID-19 on our business] that involve risks and uncertainties.

Agilent's net revenue of $5,163 million [removed: in 2019] increased 5 percent [added: in 2019] when compared to 2018.

[removed: Acquisitions in 2019] [added: In 2019, acquisitions from 2018] had an overall favorable impact of 2 percentage points when compared to 2018.

Foreign currency movements had an [added: overall] unfavorable impact [removed: on revenue] of [removed: 2] [added: 3] percentage points [added: on revenue] in 2019 when compared to 2018.

Foreign currency movements had an [added: overall] unfavorable impact [removed: on revenue] of [removed: 3] [added: 2] percentage points in 2019 when compared to 2018.

Revenue [removed: in the] [added: generated by] Agilent CrossLab [removed: business] increased 8 percent in 2019 when compared to 2018.

Agilent's net revenue of [removed: $4,914] [added: $5,339] million [added: in 2020] increased [removed: 10] [added: 3] percent [removed: in 2018] when compared to [removed: 2017.][added: 2019.]

Foreign currency movements for [removed: 2018] [added: 2020] had an overall [removed: favorable] [added: unfavorable] impact on revenue of approximately [removed: 2] [added: 1] percentage [removed: points] [added: point] compared to [removed: 2017.][added: 2019.]

Acquisitions [removed: in 2018] had an overall favorable impact [added: on revenue growth] of [removed: 1] [added: 3] percentage [removed: point] [added: points] when compared to [removed: 2017.][added: 2018.]

Revenue in the life sciences and applied markets business increased [removed: 9] [added: 4] percent in [removed: 2018] [added: 2020] when compared to [removed: 2017.][added: 2019.]

Foreign currency movements had an overall [removed: favorable] [added: unfavorable] impact on revenue of [removed: 2] [added: 1] percentage point in [removed: 2018] [added: 2020] when compared to [removed: 2017.][added: 2019.]

Revenue in the diagnostics and genomics business increased [removed: 10] [added: 2] percent in [removed: 2018] [added: 2020] when compared to [removed: 2017.][added: 2019.]

Foreign currency movements had an overall [removed: favorable] [added: unfavorable] impact of 3 percentage points [removed: on revenue] in [removed: 2018] [added: 2019] when compared to [removed: 2017.][added: 2018.]

Revenue in the Agilent CrossLab business increased [removed: 11] [added: 3] percent in [removed: 2018] [added: 2020] when compared to [removed: 2017.][added: 2019.]

Foreign currency movements [added: for 2019] had an overall [removed: favorable] [added: unfavorable currency] impact [removed: on revenue] of 2 percentage points [removed: in 2018] [added: on revenue growth] when compared to [removed: 2017.][added: 2018.]

Net income was [removed: $1,071] [added: $719] million in [removed: 2019] [added: 2020] compared to net income of [removed: $316] [added: $1,071] million and [removed: $684] [added: $316] million in [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] respectively.

Net income for the year ended October 31, 2019 was impacted by a discrete tax benefit of $299 million related to [added: the extension of the company's tax incentives in Singapore.]

As of October 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] we had cash and cash equivalents balances of [removed: $1,382] [added: $1,441] million and [removed: $2,247] [added: $1,382] million, respectively.

During the year ended October 31, [removed: 2017,] [added: 2020,] we repurchased and retired approximately [removed: 4.1] [added: 5.2] million shares for [removed: $194] [added: $469] million under this authorization.

The 2019 [removed: 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.

During the year ended October 31, 2019, we repurchased and retired [removed: approximately] 10.4 million shares for $723 million under this authorization.

As of October 31, [removed: 2019,] [added: 2020,] we had remaining authorization to repurchase up to [removed: $1.03 billion] [added: $558 million] of our common stock under this program.

During the year ended October 31, [removed: 2017,] [added: 2020,] cash dividends of [removed: 0.528] [added: 0.720] per share, or [removed: $170] [added: $222] million were declared and paid on the company's outstanding common stock.

On November [removed: 20, 2019] [added: 18, 2020] we declared a quarterly dividend of [removed: $0.18] [added: $0.194] per share of common stock, or approximately [removed: $56] [added: $59] million which will be paid on January [removed: 22, 2020] [added: 27, 2021] to shareholders of record as of the close of business on [removed: December 31, 2019.][added: January 5, 2021.]

Revenue is recognized when control of the promised products or services is transferred to our customers and the performance obligation [added: is fulfilled in an amount that reflects the consideration that we expect to be entitled in exchange for those products or services, the transaction price.]

A portion of our revenue [removed: relate] [added: relates] to lease arrangements.

Standalone lease arrangements are outside the scope of ASC 606 and are therefore accounted for in accordance with ASC [removed: 840,] [added: 842,] Leases.

[added: Other important assumptions include, expected future salary] increases, expected future increases to benefit payments, expected retirement dates, employee turnover, retiree mortality rates, and portfolio composition.

For [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] 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: 2019,] [added: 2020,] discount rates for the U.S. plans decreased compared to the previous [removed: year.][added: year due to the decrease in the corporate bond rates.]

For [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] the discount [removed: rate] [added: rates] for non-U.S. plans [removed: was] [added: were] generally based on published rates for high quality corporate bonds and in [removed: 2019,] [added: 2020,] decreased [added: marginally] compared to the previous year.

If we changed our discount rate by 1 percent, the impact would be less than $1 million in U.S. pension expense and [removed: $13] [added: $17] million on non-U.S. pension expense.

Outside the U.S., our target asset allocation ranges from [removed: 31] [added: 24 percent] to 60 percent to equities, from 38 [added: percent] to [removed: 61] [added: 65] percent to fixed income investments, and from zero to 25 percent to real estate, depending on the plan.

Due to fluctuations in equity markets, our actual allocations of plan assets at October 31, [removed: 2019] [added: 2020] and [removed: 2018] [added: 2019] differ from the target allocation.

The net periodic pension and post-retirement benefit costs recorded were a [removed: $10] [added: $22] million expense in [removed: 2019, $3] [added: 2020, $10] million [removed: benefit] [added: expense] in [removed: 2018] [added: 2019] and [removed: $15] [added: $3] million [removed: expense] [added: benefit] in [removed: 2017.][added: 2018.]

If an entity believes, as a result of its qualitative assessment, that it is more-likely-than-not [removed: (i.e.] [added: (i.e.,] greater than 50% chance) that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test will be required.

In fiscal year [removed: 2019,] [added: 2020,] we assessed goodwill impairment for our three reporting units which consisted of three segments: life sciences and applied markets, diagnostics and genomics and Agilent CrossLab.

We performed a qualitative test for goodwill [added: impairment of the three reporting units as of September 30, 2020.]

There was no impairment of goodwill during the years ended October 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017.][added: 2018.]

Specifically, our determination of the fair value of the developed product technology and in-process research and development ("IPR&D") acquired [removed: involve] [added: involves] significant estimates and assumptions related to revenue growth rates and discount rates.

COVID-19 Pandemic

Both our domestic and international operations have been and continue to be affected by the ongoing global pandemic of a novel strain of coronavirus (“COVID-19”) and the resulting volatility and uncertainty it has caused in the U.S. and international markets.

Many countries, including the United States, implemented measures such as quarantine, shelter-in-place, curfew, travel and activity restrictions and similar isolation measures, including government orders and other restrictions on the conduct of business operations at different times.

Due to these measures, we experienced unpredictable reductions or increases in demand for certain of our products, disruptions or delays in shipments of certain materials or components of our products, and delays in installations and services due to the inability to access customer sites, primarily in the latter part of our second quarter.

As an essential business throughout the COVID-19 pandemic, we have remained open with our top priority being the health and safety of our employees, customers and community.

At every stage of the pandemic, we have taken decisive and appropriate precautions, including a mandatory work from home policy for all employees with the exception of manufacturing, distribution, and certain laboratory environments, as well as restrictions on all non-essential travel and visitors into our facilities.

At this time, our factories continue to operate around the world in accordance with the guidance issued by local, state and national government authorities.

Our digital workplace strategy and strategic technology investments have enabled us to provide modern connectivity and collaboration tools to our employees to meet remote working needs as this situation has escalated.

We have taken and continue to take proactive measures to ensure the health and safety of our global employee base.

We designed a multi-phase return-to-office process for the safe return of our employees to our sites.

We developed and implemented rigorous return-to-office protocols to promote a safe work environment in all locations for employees who have been working on-site throughout the pandemic and for employees who will be returning in the future, as well as, for the safety of all customer and vendor interactions.

At this time, the COVID-19 pandemic has not significantly impacted our manufacturing facilities or third parties to whom we outsource certain manufacturing processes, the distribution centers where our inventory is managed or the operations of our logistics and other service providers.

We continue working with our customers and suppliers to understand the existing and potential future negative impacts to our delivery and supply chain and take actions in an effort to mitigate such impacts.

The majority of the markets we serve, such as the pharmaceutical, biopharmaceutical, food, environmental and diagnostics and clinical markets, have continued to operate at various levels throughout the pandemic, and we continue working closely with

our customers to ensure their seamless operations.

From a customer-facing perspective, we continue leveraging digital demand generation activities, including virtual demonstrations across all regions, remote instrument repairs, virtual sales seminars, online product training, and rapid one-on-one communications over emails, phone and video conferencing.

Despite the economic challenges due to the COVID-19 pandemic, we ended fiscal year 2020 with revenue growth of 3 percent year over year with revenue growth from most of our key end markets.

In the latter part of the fiscal year, our Agilent CrossLab business began to see an increase in revenue for our on-demand services and installation services due to the re-opening of laboratories around the world, especially in Europe.

While we began to see elective medical procedures resume in the fourth quarter, revenue from our diagnostics and genomics business continues to be negatively impacted by the COVID-19 pandemic.

In our life sciences and applied markets business, we saw an increase in demand for some of our products for use in the COVID-19 testing, vaccine and therapeutic drug development.

We also benefited from our cost savings actions which included reduction in travel and non-essential spending.

The COVID-19 pandemic continues to be dynamic, and near-term challenges across the economy remain.

Although we anticipate there will be vaccines distributed widely in the near future, we expect continued volatility and unpredictability related to the impact of COVID-19 on our business results.

We continue to actively monitor the pandemic and we will continue to take appropriate steps to mitigate the adverse impacts on our business posed by the on-going spread of COVID-19.

2030 Senior Notes

Acquisitions

Actual Results

In 2020, acquisitions from 2019 had an overall favorable impact of 3 percentage points when compared to 2019.

In 2020 acquisitions from 2019 had an overall favorable impact of 7 percentage points when compared to 2019.

Net income in 2020 was impacted by revenue declines in certain of our businesses associated with the COVID-19 pandemic and increased costs and expenses which included an impairment charge of $98 million related to the closure of our

sequencer development program.

Looking forward, our top priority continues to be the health and safety of our employees, customers and community, as well as supporting our customers' operations.

We also remain focused on improving our customers’ experience, differentiating product solutions and productivity especially during these extraordinary times.

Our focus on meeting our customers’ needs supported several aspects of the COVID-19 research and testing along with therapeutic and vaccine development.

While uncertainties remain as the spread of COVID-19 begins to rise, we are cautiously optimistic that in the short-term our financial results can continue to improve as the global economy continues its path towards recovery.

In a lease arrangement that is a multiple-element arrangement that contains equipment leases and the supply of consumables, the revenue associated with the instrument rental is treated under the lease accounting standard ASC 842, whereas the revenue associated with the consumables, the non-lease component, is recognized in accordance with the ASC 606 revenue standard.

Approximately 1 percent of the retirement and post-retirement plans consists of limited partnerships.

The year ended October 31, 2020 included a loss on settlement of $4 million.

The year ended October 31, 2018 included a settlement gain of $5 million.

During fiscal year 2020, we recorded an impairment of in-process research and development of $90 million related to the shutdown of our sequencer development program in our diagnostics and genomics segment.

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.

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

restructuring and the extension of the company's tax incentive in Singapore.

Looking forward, we continue to focus on differentiating product solutions, improving our customers' experience, continued growth and earnings expansion.

We remain optimistic that we have the ability and resilience to manage any changing market conditions to deliver positive results in fiscal year 2020.

In addition, we remain focused on a balanced capital allocation through our dividend and share repurchase programs.

We expect foreign currency to negatively impact revenue for 2020 but we also anticipate the contribution from our recent acquisitions to partially offset the currency impact.

is fulfilled in an amount that reflects the consideration that we expect to be entitled in exchange for those products or services, the transaction price.

Other important assumptions include, expected future salary

Approximately 3 percent of our U.S. equity portfolio consists of limited partnerships.

For 2019, actual return on assets was above expectations which, along with contributions during the year, decreased next year’s pension cost as well as resulting in an increase of the funded status at year end.

The years ended October 31, 2018 and 2017 included a gain on curtailment and settlements of $5 million and $32 million, respectively.

impairment of the three reporting units, as of September 30, 2019.

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

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

There were no substantial changes from our 2018 Annual Report on Form 10-K to the transition tax expenses amount.

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.

We have completed our analysis and elected to treat global intangible low-tax income ("GILTI") as “current period cost”.

See Note 6, "Income Taxes" for more details.

The favorable effects of changes in foreign currency exchange rates has increased revenue by approximately 2 percentage points for the year ended October 31, 2018.

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.

Therefore, we are exposed to currency fluctuations over the longer term.

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The growth in product revenue was led by strong revenue growth from products within our spectroscopy, mass spectrometry and our consumables businesses.

Services and other revenue increased in all major service categories within our Agilent CrossLab business.

Services in the diagnostics and genomics business is increasing due to growth in service revenue in our genomics and pathology businesses.

For the year ended October 31, 2018, our performance within the life science and applied markets business was led by strong growth throughout the year in the pharmaceutical market.

Chemical and energy markets and the environmental and forensics markets continued to show strong growth when compared to 2017.

Increases in total gross margins for the year ended October 31, 2018 reflects higher sales volume, favorable business mix, lower manufacturing material costs and lower amortization expense of intangible assets partially offset by higher wages and variable pay, an impairment of certain intangible assets and unfavorable currency movements.

Research and development expenses increased due to increased program spending on new products related to all of our businesses in addition to higher wages and variable pay, unfavorable currency movements and additional expenses related to acquired businesses when compared to spending in 2017.

Selling, general and administrative expenses increase was due to higher wages and variable pay, higher commissions, increased corporate costs, higher share-based compensation expense, higher transformational initiative costs, an impairment of certain intangible assets and unfavorable currency movements.

Operating margins was impacted by higher gross margins, lower acquisition and integration costs and lower amortization expense offset by increased wages and variable pay, an impairment of certain intangible assets, higher transformational initiative costs and the additional research and development and selling, general and administrative expenses related to our recent acquisitions.

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Our effective tax rate is impacted by earnings realized in foreign jurisdictions with statutory tax rates lower than the federal statutory tax rate.

Our exposure to exchange rate risks is [added: mainly] managed on an enterprise-wide basis.

Approximately [removed: 51] [added: 52] percent of our revenue in [removed: 2019, 53] [added: 2020, 51] percent of our revenue in [removed: 2018] [added: 2019] and [removed: 51] [added: 53] percent of our [removed: revenues] [added: revenue] in [removed: 2017] [added: 2018] were generated in U.S. dollars.

The [added: overall] unfavorable [removed: effects] [added: effect] of changes in foreign currency exchange rates, principally as a result of the strength of the U.S. dollar, has decreased revenue by approximately [removed: 2] [added: 1] percentage [removed: points] [added: point] in the year ended October 31, [removed: 2019.][added: 2020.]

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

As of October 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] 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: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] 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 may also hedge equity balances denominated in foreign currency on a long-term basis.

For fiscal year ended October 31, [removed: 2019,] [added: 2020,] we have three business segments comprised of the life sciences and applied markets business, [added: the] diagnostics and genomics business and the Agilent CrossLab business.

As of October 31, [removed: 2019,] [added: 2020,] we employed approximately [removed: 16,300] [added: 16,400] people worldwide.

We employed approximately [removed: 5,400] [added: 5,300] people as of October 31, [removed: 2019] [added: 2020] in our life sciences and applied markets business.

[removed: Petroleum refiners] [added: The natural gas and petroleum exploration and refining markets] use our [removed: measurement solutions] [added: products] to analyze crude oil composition, perform [removed: raw] [added: intermediate] material analysis, verify and improve refining processes and ensure the overall quality of gasoline, fuels, lubricants and other products.

[added: *The Chemical & Energy Market.*] Our [added: products and] solutions are [removed: also] used [added: throughout the chemicals sector] in the development, [removed: manufacturing] [added: manufacturing,] and quality control of [removed: fine chemicals] [added: commodity chemicals, specialty] and [removed: other industrial applications such as materials analysis.][added: agrochemicals, and fine chemicals.]

These systems can be stepwise upgraded to highly sophisticated, automated workflow solutions such as method development, multi‑method/walk-up, high-capacity/high-throughput or multi‑dimensional LC and can be extended to application‑based analyzers [removed: e.g.] [added: (e.g.,] for bio-molecular separations, chiral analysis or size exclusion [removed: chromatography.][added: chromatography).]

Agilent is the world's leading provider of gas [removed: chromatographs,] [added: chromatographs ("GC"),] both laboratory and portable models.

[removed: GC's] [added: GCs] are used to separate any gas, liquid or solid that can be vaporized and then detect the molecules present to determine their identity and quantity.

Our spectroscopy instruments include AA spectrometers, microwave plasma-atomic emission spectrometers ("MP-AES"), ICP-OES, ICP-MS, fluorescence spectrophotometers, [removed: ultraviolet- visible] [added: ultraviolet-visible] ("UV-Vis") spectrophotometers, Fourier Transform infrared ("FT-IR" spectrophotometers, near-infrared ("NIR") spectrophotometers, raman spectrometers and sample automation products.

We had approximately [removed: 23,700] [added: 25,400] customers for our life sciences and applied markets business in fiscal [removed: 2019.][added: 2020.]

We employed approximately [removed: 2,800] [added: 2,700] people as of October 31, [removed: 2019] [added: 2020] in our diagnostics and genomics business.

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

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

There are several applications for [removed: qPCR,] [added: qPCR;] among the most common are identifying the expression level of a specific [removed: gene,] [added: gene] or calculating the amount of a specific pathogen present in a sample.

[removed: These drugs have advanced from] single strand DNA molecules to complex, highly modified molecules including antisense, aptamers, double-stranded RNA, and RNA mixtures.

Our nucleic acid solutions business offers industry leading experience to efficiently advance our [removed: customer’s] [added: customers'] oligo drug candidates from clinical trials to commercial launch with a common goal of patient health and safety.

We had approximately [removed: 11,500] [added: 10,900] customers for our diagnostics and genomics business in fiscal [removed: 2019.][added: 2020.]

[added: Our principal competitors in the diagnostics and genomics arena include: Roche Ventana] Medical Systems, Inc., a member of the Roche Group, Leica Biosystems, Inc., a division of Danaher Corporation, Abbott Laboratories, [removed: Ilumina,] [added: Illumina,] Inc. and Affymetrix, Inc., a division of Thermo Fisher Scientific Inc. Agilent competes on the basis of product performance, reliability, support quality, applications expertise, whole solution offering, global channel coverage and price.

Our Agilent CrossLab business employed approximately [removed: 5,500] [added: 5,800] people as of October 31, [removed: 2019.][added: 2020.]

[removed: *The Chemical & Energy Market.*] The natural gas and petroleum [added: exploration and] refining markets use our [removed: services] [added: services, software, technical support,] and [removed: consumable products] [added: consumables] to support [removed: their] quality [removed: control and] [added: control,] environmental safety [removed: reviews.][added: reviews, analysis of crude oil composition, and improve their refining processes and quality of products.]

We had approximately [removed: 52,500] [added: 54,600] Agilent CrossLab customers in fiscal [removed: 2019] [added: 2020] and no single customer represented a material amount of the net revenue of the Agilent CrossLab business.

The service and consumables business is mostly recurring in [removed: nature,] [added: nature] and is not as susceptible to market seasonality and industry cycles in comparison to our instrument businesses.

All channels are supported by technical product and application specialists to meet our [removed: customer’s] [added: customers'] specific requirements.

We deliver our support services to customers in a variety of ways, including on-site assistance with repair or exchange of returned products, [removed: telephone support and self-diagnostic services provided over the Internet.][added: as well as a growing number of remote service delivery options.]

We also offer special industry-focused service bundles that are designed to meet the specific needs of hydrocarbon processing, environmental, pharmaceutical and [added: biopharmaceutical customers to keep instruments fully operational and compliant with the respective industry requirements.]

Our primary manufacturing sites for the consumables business are in California and Delaware in the U.S., and in the Netherlands and the United Kingdom outside of the U.S. Our direct service delivery organization is regionally based operating in [removed: 30] [added: 28] countries.

The technical staff have advanced degrees that cover a wide range of scientific and engineering fields, including molecular and cell biology, chemistry, physics, pathology, mathematics, software and informatics, artificial intelligence, deep and machine learning, image processing, nano/microfabrication, [removed: fluidics,] and [removed: business.][added: fluidics.]

As of [removed: the end of] October [removed: 2019,] [added: 31, 2020,] our global infrastructure organization employed approximately 2,600 people worldwide.

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

*Henrik Ancher-Jensen,* [removed: 54,] [added: 55,] has served as our Senior Vice President, Agilent and President, Order Fulfillment since September 2013.

[removed: *Mark Doak*, 64,] [added: *Padraig McDonnell*, 49,] has served as our Senior Vice President, Agilent and President, Agilent CrossLab Group since [removed: September 2014.][added: May 2020.]

From [removed: August 2008] [added: November 2016] to [removed: September 2014,] [added: April 2020,] Mr. [removed: Doak] [added: McDonnell] served as our Vice President and General Manager of the [removed: Services] [added: Chemistries] and [removed: Support] [added: Supplies] Division.

*Rodney Gonsalves,* [removed: 54,] [added: 55,] has served as our Vice President, Corporate Controllership and Chief Accounting Officer since May 2015.

Before joining Agilent, Mr. Gonsalves held a variety of positions in finance with [removed: Hewlett- Packard Co.][added: Hewlett-Packard Company.]

Grau,* [removed: 60,] [added: 61,] has served as our Senior Vice President, Human Resources [added: and Global Communications] since [removed: August 2014.][added: November 2018.]

[removed: Prior to that, he served as Vice President,] Compensation, Benefits and HR Services from May 2006 to May 2012.

McMahon,* [removed: 51,] [added: 52,] has served as our Senior Vice President since August 2018 and Chief Financial Officer since September 2018.

McMullen*, [removed: 58,] [added: 59,] has served as Chief Executive Officer since March 2015 and as President since September 2014.

From September 2009 to September [removed: 2014] [added: 2014,] he served as Senior Vice President, Agilent and President, Chemical Analysis Group.

Raha*, [removed: 47,] [added: 48,] has served as our Senior Vice President, Agilent and President, Diagnostics and Genomics Group since April 2018.

Chemical market customers use our products to determine chemical composition, perform impurity analysis, qualify raw materials, conduct materials characterization, and verify and ensure the environmental safety of operations and employees.

Agilent's GC/MS portfolio includes instruments built around three main analyzer types - single quadrupole, triple quadrupole, and quadrupole time-of-flight ("QTOF").

investigation of protein and gene expression.

These drugs have advanced from

*The Chemical & Energy Market.* Our services, software, technical support, and consumables are used throughout the chemicals sector in the development, manufacturing, and quality control of commodity chemicals, specialty and agrochemicals, and fine chemicals.

Chemical market customers use our services, software, technical support, and consumables to maintain, optimize, and enable higher productivity and profitability for labs, and support quality control and compliance with environmental and safety regulations.

With advances in digital and virtual support technologies, many of those services can be offered remotely.

A substantial portion of consumable sales are processed by our digital commerce infrastructure.

In addition to the traditional telephone support and on-site service, our teams remotely engage customers through various digital tools and omni-channel platforms.

Regulatory Affairs

A number of our products and services are subject to regulation by the FDA and certain similar foreign regulatory agencies.

These regulations govern a wide variety of product and service related activities, from quality management, design and development to labeling, manufacturing, promotion, sales and distribution.

If we fail to comply with FDA and other applicable regulatory requirements or are perceived to potentially have failed to comply, we may face, among other things, warning letters; adverse publicity; investigations or notices of non-compliance, fines, injunctions, and civil penalties; import or export restrictions; partial suspensions or total shutdown of production facilities or the imposition of operating restrictions; increased difficulty in obtaining required FDA clearances or approvals or foreign equivalents; seizures or recalls of our products or those of our customers; or the inability to sell our products.

In Europe, the European Union is going to enforce new requirements, known as the EU In Vitro Diagnostic Regulation (the “EU IVDR”), which imposes stricter requirements for the marketing and sale of in vitro diagnostics in the European Union.

These new regulations are more stringent in a variety of areas, including clinical requirements, quality systems and post-market surveillance activities.

We will have until May 2022 to meet the new EU IVDR requirements.

We are subject to laws and regulations governing government contracts, and failure to address these laws and regulations or comply with government contracts could harm our business by leading to a reduction in revenue associated with these customers.

We have agreements relating to the sale of our products to government entities and, as a result, we are subject to various statutes and regulations that apply to companies doing business with the government.

We are also subject to investigation for compliance with the regulations governing government contracts.

A failure to comply with these regulations could result in suspension of these contracts, criminal, civil and administrative penalties or debarment.

We are also subject to various significant international, federal, state and local regulations in the areas of health and safety, packaging, product content, employment, labor and immigration, import/export controls, trade restrictions and anti-

competition.

Violations of these laws and regulations could result in fines and penalties, criminal sanctions, restrictions on our business conduct and on our ability to offer our products in one or more countries, and could also materially affect our brand, our ability to attract and retain employees, our international operations, our business and our operating results.

In addition, as a global organization, we are subject to data privacy and security laws, regulations, and customer-imposed controls in numerous jurisdictions as a result of having access to and processing confidential, personal, sensitive and/or patient health data in the course of our business.

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 have passed or 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.

While we believe we are in compliance in all material respects with such laws and regulations, any noncompliance could result in substantial fines or otherwise restrict our ability to operate and thereby have an adverse effect on our financial condition.

To date, none has had a material impact on our operations.

Human Capital Management

As of October 31, 2020, we employed approximately 16,400 persons, of whom approximately 5,600 were employed in the United States and approximately 10,800 were employed outside of the United States.

We also leverage temporary workers to provide flexibility for our business and manufacturing needs.

We believe that our future success largely depends upon our continued ability to attract and retain highly skilled employees.

We provide our employees with competitive salaries and bonuses, opportunities for equity ownership, development programs that enable continued learning and growth and a robust employment package that promotes well-being across all aspects of their lives, including health care, retirement planning and paid time off.

As part of our promotion and retention efforts, we also invest in ongoing leadership development through programs such as our Emerging Leader Program, our Managing at Agilent programs and our experienced managers’ Accelerate program.

In addition, we regularly conduct an employee survey to gauge employee engagement and identify areas of focus.

As a global company, much of our success is rooted in the diversity of our teams and our commitment to inclusion.

We value diversity at all levels and continue to focus on extending our diversity and inclusion initiatives across our entire workforce, from working with managers to develop strategies for building diverse teams to promoting the advancement of leaders from different backgrounds.

From August 2014 to October 2018 he served as Senior Vice President, Human Resources.

*The Chemical & Energy Market.* The natural gas and petroleum refining markets use our products to measure and control the quality of their finished products and to verify the environmental safety of their operations.

A significant part of our clinical diagnostic customers are in pathology labs throughout the world.

We utilize just-in-time manufacturing and so typically do not maintain a high level of inventory.

Our principal competitors in the diagnostics and genomics arena include: Roche Ventana

Petroleum refiners use our services and consumable products to support their analysis of crude oil composition and raw materials, as well as help improve their refining processes and improve the quality of their products.

Our services and consumable products are also used in the development, manufacturing and quality control of fine chemicals and other industrial applications, such as material analysis.

We utilize telesales to enhance the transactional sales model of our products.

biopharmaceutical customers to keep instruments fully operational and compliant with the respective industry requirements.

Prior to that, he held several senior management positions across functions in marketing, quality and services.

including as Corporate Vice President of R&D, Vice President, System Development, R&D, Vice President, Strategic Marketing and Vice President, Global Sales Operations.

[removed: Form 10-K][added: Form 10-K]

For the fiscal year [removed: ended October] [added: ended October] 31, [removed: 2019][added: 2020]

Commission File [removed: Number: 001-15405][added: Number: 001-15405]

| | [added: | |] Delaware | | | | [added: | | | | | | | |] 77-0518772 | | [added: | | | |]

| (State or other jurisdiction of incorporation or organization) | | | | [added: | | | | | | | |] (IRS Employer Identification No.) | | | [added: | | | | | |]

Address of principal executive [removed: offices: 5301] [added: offices: 5301] Stevens Creek [removed: Blvd., Santa Clara, California 95051][added: Blvd., Santa Clara, California 95051]

Registrant's telephone number, including area [removed: code: (800) 227-9770][added: code: (800) 227-9770]

| Title of each Class | | [added: | | | |] Trading Symbol | | | | [added: | | | | | | | |] Name of each Exchange on which registered | | | [added: | | | | | |]

| Common Stock, $0.01 par value | | | [added: | | | | | |] A | | | | [added: | | | | | | | |] New York Stock Exchange | | [added: | | | |]

| Large accelerated filer | [added: | |] ☒ | | [added: | | | |] Accelerated filer | [added: | |] ☐ | | [added: | | | |] Non-accelerated filer | [added: | |] ☐ | | [added: | | | |]

| Smaller reporting company | [added: | |] ☐ | | | | | [added: | | | | | | | | | |] Emerging growth company | [added: | |] ☐ | | [added: | | | |]

The aggregate market value of the registrant's common equity held by non-affiliates as of April 30, [removed: 2019,] [added: 2020,] was approximately [removed: $18.9] [added: $18.0] billion.

As of December 10, [removed: 2019,] [added: 2020] there were [removed: 310,183,415] [added: 306,849,526] outstanding shares of common stock, par value $0.01 per share.

| Document Description | | [added: | | | |] 10-K Part | [added: | |]

| Portions of the Proxy Statement for the Annual Meeting of Stockholders (the "Proxy Statement") to be held on March [removed: 18, 2020,] [added: 17, 2021,] and to be filed pursuant to Regulation 14A within 120 days after registrant's fiscal year ended October 31, [removed: 2019] [added: 2020] are incorporated by reference into Part III of this Report | | [added: | | | |] III | [added: | |]

| | | [added: | | | |] Page | [added: | |]

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| [Item [removed: 12](#sAAE59871BD895AF1AE4CADBA42B05DBC)] [added: 12](#i2549ca65064d4ff688a1483b94daa2d7_289)] | [added: | |] [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#sAAE59871BD895AF1AE4CADBA42B05DBC)] [added: Matters](#i2549ca65064d4ff688a1483b94daa2d7_289)] | [removed: [115](#sAAE59871BD895AF1AE4CADBA42B05DBC)] | [added: | [115](#i2549ca65064d4ff688a1483b94daa2d7_289) | | |]

| [Item [removed: 13](#sCFEA500B9E6C5D43BBF2F755FA3BD6DF)] [added: 13](#i2549ca65064d4ff688a1483b94daa2d7_292)] | [added: | |] [Certain Relationships and Related Transactions, and Director [removed: Independence](#sCFEA500B9E6C5D43BBF2F755FA3BD6DF)] [added: Independence](#i2549ca65064d4ff688a1483b94daa2d7_292)] | [removed: [116](#sCFEA500B9E6C5D43BBF2F755FA3BD6DF)] | [added: | [116](#i2549ca65064d4ff688a1483b94daa2d7_292) | | |]

| [Item [removed: 14](#sC9B736660DE65104B090FB2E78A0D7E8)] [added: 14](#i2549ca65064d4ff688a1483b94daa2d7_295)] | [added: | |] [Principal Accounting Fees and [removed: Services](#sC9B736660DE65104B090FB2E78A0D7E8)] [added: Services](#i2549ca65064d4ff688a1483b94daa2d7_295)] | [removed: [116](#sC9B736660DE65104B090FB2E78A0D7E8)] | [added: | [116](#i2549ca65064d4ff688a1483b94daa2d7_295) | | |]

| [Item [removed: 15](#s21A7386FA30C59E5BF939273D61D68F1)] [added: 15](#i2549ca65064d4ff688a1483b94daa2d7_301)] | [removed: [Exhibits, Financial] [added: | | [Exhibits](#i2549ca65064d4ff688a1483b94daa2d7_301) [and](#i2549ca65064d4ff688a1483b94daa2d7_301) [Financial] Statement [removed: Schedules](#s21A7386FA30C59E5BF939273D61D68F1)] [added: Schedules](#i2549ca65064d4ff688a1483b94daa2d7_301)] | [removed: [117](#s21A7386FA30C59E5BF939273D61D68F1)] | [added: | [116](#i2549ca65064d4ff688a1483b94daa2d7_301) | | |]

This report contains forward-looking statements including, without limitation, statements regarding growth opportunities, including for revenue and our end markets, strength and drivers of the markets we sell into, sales funnels, our strategic direction, new product and service introductions and the position of our current products and services, market demand for and adoption of our products, the ability of our products and solutions to address customer needs and meet industry requirements, our focus on differentiating our product solutions, improving our customers’ experience and growing our earnings, future financial results, our operating margin, mix, our investments, including in manufacturing infrastructure, research and development and expanding and improving our applications and solutions portfolios, expanding our position in developing countries and emerging markets, our focus on balanced capital allocation, our contributions to our pension and other defined benefit plans, impairment of goodwill and other intangible assets, the [removed: effect of the U.S. Tax Cuts and Jobs Act of 2017 (the "Tax Act") and U.S. and other tariffs, the] impact of foreign currency movements, our hedging programs and other actions to offset the effects of tariffs and foreign currency movements, our future effective tax rate, tax valuation allowance and unrecognized tax benefits, the impact of local government regulations on our ability to pay vendors or conduct operations, our ability to satisfy our liquidity requirements, including through cash generated from operations, the potential impact of adopting new accounting pronouncements, indemnification, source and supply of materials used in our products, our sales, our purchase commitments, our capital expenditures, the integration and effects of our acquisitions and other transactions, [removed: and] our stock repurchase program and dividends [added: and the potential or anticipated direct or indirect impact of COVID-19 on our business] that involve risks and uncertainties.

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Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

| [PART I](#i2549ca65064d4ff688a1483b94daa2d7_13) | | | | | | | | |

| [PART II](#i2549ca65064d4ff688a1483b94daa2d7_76) | | | | | | | | |

| [PART IV](#i2549ca65064d4ff688a1483b94daa2d7_298) | | | | | | | | |

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| [PART I](#s478CEC51CA025058BC056AF970498C1D) | | |

| [PART II](#sB63E1CD1C309576E9298B886DF526BF4) | | |

| [PART IV](#s778BB8AA64865155868EF0962FB6EFCA) | | |

As of October 31, [removed: 2019,] [added: 2020,] we owned or leased a total of approximately 6.6 million square feet of space worldwide.

Of that, we owned approximately [removed: 4.5] [added: 4.6] million square feet and leased the remaining [removed: 2.1] [added: 2.0] million square feet.

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

As of December 2, [removed: 2019,] [added: 2020,] there were [removed: 20,989] [added: 20,173] common stockholders of record.

The information required by this item with respect to equity compensation plans is included under the caption "*Equity Compensation Plans"* in our Proxy Statement for the Annual Meeting of Stockholders to be held March [removed: 18, 2020,] [added: 17, 2021,] 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: 2014] [added: 2015] and the reinvestment of all dividends.

[removed: ][added: ]

| | | | | [added: | | | | |] INDEXED RETURNS | | | | | | | | [added: | | | |]

| | [added: | |] Base | | | [added: | | |] Years Ending | | | | | | | | [added: | | | |]

| | [added: | |] Period | | | | | | | | | | | [added: | | | | | | |]

| Company Name / Index | [removed: 10/31/2014] | [added: |] 10/31/2015 | | [added: |] 10/31/2016 | | [added: |] 10/31/2017 | | [added: |] 10/31/2018 | | [added: |] 10/31/2019 | | [added: | 10/31/2020 | | |]

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: 2019.][added: 2020.]

The total number of shares of common stock purchased by the company during the fiscal year ended October 31, [removed: 2019 is 10,436,060] [added: 2020 was 5,227,273] shares.

| Period | | [added: | | | |] Total Number [removed: of Shares] of [removed: Common Stock] [added: Shares of Common Stock] Purchased(1) | | | [added: | | |] Weighted [removed: Average Price] [added: Average Price] Paid per Share [removed: of Common] [added: of Common] Stock(2) | | | | [removed: Total Number of Shares] [added: | | Total Number] of [removed: Common Stock] [added: Shares of Common Stock] Purchased [removed: as Part] [added: as Part] of [removed: Publicly Announced] [added: Publicly Announced] Plans [removed: or Programs(1)] [added: or Programs(1)] | | | [removed: Maximum Approximate Dollar Value] [added: | | | Maximum Approximate Dollar Value] of Shares [removed: of Common] [added: of Common] Stock [removed: that May] [added: that May] Yet [removed: Be Purchased] [added: Be Purchased] Under [removed: the Plans] [added: the Plans] or [removed: Programs (in] [added: Programs (in] millions)(1) | | |

[removed: | (1) | On] [added: (1)On] November 19, 2018 we announced that our board of directors had approved a new share repurchase program (the "2019 repurchase program") designed, among other things, to reduce or eliminate dilution resulting from issuance of stock under the company's employee equity incentive programs. [removed: 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. As of October 31, 2019, we had remaining authorization to repurchase up to $1.03 billion of our common stock under this program. The 2019 repurchase program does not require the company to acquire a specific number of shares and may be suspended, amended or discontinued at any time. As of October 31, 2019, all repurchased shares have been retired. |]

[removed: | (2) | The] [added: (2)The] weighted average price paid per share of common stock does not include the cost of commissions. [removed: |]

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| Agilent Technologies | | | 100 | | | 116.63 | | | 183.87 | | | 176.70 | | | 208.42 | | | 283.31 | | |

| S&P 500 | | | 100 | | | 104.51 | | | 129.21 | | | 138.70 | | | 158.57 | | | 173.97 | | |

| Peer Group | | | 100 | | | 99.21 | | | 123.71 | | | 134.82 | | | 147.29 | | | 163.88 | | |

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| August 1, 2020 through August 31, 2020 | | | | | | 526,247 | | | | | | $ | 98.38 | | | | | 526,247 | | | | | | $ | 756 | |

| September 1, 2020 through September 30, 2020 | | | | | | 1,041,643 | | | | | | $ | 98.98 | | | | | 1,041,643 | | | | | | $ | 653 | |

| October 1, 2020 through October 31, 2020 | | | | | | 908,745 | | | | | | $ | 104.62 | | | | | 908,745 | | | | | | $ | 558 | |

| Total | | | | | | 2,476,635 | | | | | | $ | 100.92 | | | | | 2,476,635 | | | | | | | | |

The 2019 repurchase program authorizes the purchase of up to $1.75 billion of our common stock at the company's discretion and has no fixed termination date.

As of October 31, 2020, we had remaining authorization to repurchase up to $558 million of our common stock under this program.

The 2019 repurchase program does not require the company to acquire a specific number of shares and may be suspended, amended or discontinued at any time.

As of October 31, 2020, all repurchased shares have been retired.

The cumulative returns on our common stock have also been adjusted to reflect the spin-off of our electronic measurement business into an independent publicly traded company called Keysight Technologies, Inc. on November 1, 2014.

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| Agilent Technologies | 100 | 96.51 | | 112.56 | | 177.46 | | 170.53 | | 201.15 | |

| S&P 500 | 100 | 105.20 | | 109.94 | | 135.93 | | 145.91 | | 166.81 | |

| Peer Group | 100 | 106.66 | | 104.08 | | 128.12 | | 138.06 | | 151.39 | |

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| August 1, 2019 through August 31, 2019 | | 234,947 | | | 69.42 | | | | 234,947 | | | $ | 1,060 | |

| September 1, 2019 through September 30, 2019 | | 208,701 | | | 75.77 | | | | 208,701 | | | $ | 1,044 | |

| October 1, 2019 through October 31, 2019 | | 222,205 | | | $ | 74.93 | | | 222,205 | | | $ | 1,027 | |

| Total | | 665,853 | | | $ | 73.25 | | | 665,853 | | | | | |

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| | [added: | |] Years Ended October 31, | | | | | | | | | | | | | | | | | | | [added: | | | | | | | |]

| | [added: | | 2020 | | | | | |] 2019 | | | | [added: | |] 2018 | | | | [removed: 2017] | | [added: 2017] | | [removed: 2016] | | | | [removed: 2015] [added: 2016] | | |

| | [added: | |] (in millions, except per share data) | | | | | | | | | | | | | | | | | | | [added: | | | | | | | |]

| Consolidated Statement of Operations Data: | | | | | | | | | | | | | | | | | | | | [added: | | | | | | | | | |]

| Net revenue [added: (1)] | [added: | |] $ | [removed: 5,163] [added: 5,339] | | | [added: | |] $ | [removed: 4,914] [added: 5,163] | | | [added: | |] $ | [removed: 4,472] [added: 4,914] | | | [added: | |] $ | [removed: 4,202] [added: 4,472] | | | [added: | |] $ | [removed: 4,038] [added: 4,202] | |

| Income [removed: from continuing operations] before taxes | [added: | |] $ | [removed: 919] [added: 842] | | | [added: | |] $ | [removed: 946] [added: 919] | | | [added: | |] $ | [removed: 803] [added: 946] | | | [added: | |] $ | [removed: 544] [added: 803] | | | [added: | |] $ | [removed: 480] [added: 544] | |

| [removed: Income from continuing operations] [added: Net income (2)] | [added: | |] $ | [removed: 1,071] [added: 719] | | | [added: | |] $ | [removed: 316] [added: 1,071] | | | [added: | |] $ | [removed: 684] [added: 316] | | | [added: | |] $ | [removed: 462] [added: 684] | | | [added: | |] $ | [removed: 438] [added: 462] | |

| Net income per share [removed: — basic:] [added: - Basic] | | | [added: $] | [added: 2.33] | | | | | [added: $] | [added: 3.41] | | | | | [added: $] | [added: 0.98] | | | | [added: | $ | 2.12 | | | | | $ | 1.42 | |]

| Net income per share [removed: — diluted:] [added: - Diluted] | | | [added: $] | [added: 2.30] | | | | | [added: $] | [added: 3.37] | | | | | [added: $] | [added: 0.97] | | | | [added: | $ | 2.10 | | | | | $ | 1.40 | |]

| Weighted average shares used in computing [removed: basic] net income per [removed: share] [added: share:] | [removed: 314] | | | | [removed: 321] | | | | [removed: 322] | | | | [removed: 326] | | | | [removed: 333] | | | [added: | | | | | | | | | |]

| Cash dividends declared per common share | [added: | |] $ | [removed: 0.656] [added: 0.720] | | | [added: | |] $ | [removed: 0.596] [added: 0.656] | | | [removed: 0.528] | | [added: 0.596] | | [added: | | | |] $ | [removed: 0.460] [added: 0.528] | | | [added: | |] $ | [removed: 0.400] [added: 0.460] | |

| | [added: | |] October 31, | | | | | | | | | | | | | | | | | | | [added: | | | | | | | |]

| | [added: | |] (in millions) | | | | | | | | | | | | | | | | | | | [added: | | | | | | | |]

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

| Cash and cash equivalents | [added: | |] $ | [removed: 1,382] [added: 1,441] | | | [added: | |] $ | [removed: 2,247] [added: 1,382] | | | [added: | |] $ | [removed: 2,678] [added: 2,247] | | | [added: | |] $ | [removed: 2,289] [added: 2,678] | | | [added: | |] $ | [removed: 2,003] [added: 2,289] | |

| Working capital | [added: | |] $ | [removed: 1,109] [added: 1,948] | | | [added: | |] $ | [removed: 2,677] [added: 1,109] | | | [added: | |] $ | [removed: 2,906] [added: 2,677] | | | [added: | |] $ | [removed: 2,690] [added: 2,906] | | | [added: | |] $ | [removed: 2,710] [added: 2,690] | |

| Total assets | [added: | |] $ | [removed: 9,452] [added: 9,627] | | | [added: | |] $ | [removed: 8,541] [added: 9,452] | | | [added: | |] $ | [removed: 8,426] [added: 8,541] | | | [added: | |] $ | [removed: 7,794] [added: 8,426] | | | [added: | |] $ | [removed: 7,479] [added: 7,794] | |

| Long-term debt | [added: | |] $ | [removed: 1,791] [added: 2,284] | | | [added: | |] $ | [removed: 1,799] [added: 1,791] | | | [added: | |] $ | [removed: 1,801] [added: 1,799] | | | [added: | |] $ | [removed: 1,904] [added: 1,801] | | | [added: | |] $ | [removed: 1,655] [added: 1,904] | |

| Stockholders' equity | [added: | |] $ | [removed: 4,748] [added: 4,873] | | | [added: | |] $ | [removed: 4,567] [added: 4,748] | | | [added: | |] $ | [removed: 4,831] [added: 4,567] | | | [added: | |] $ | [removed: 4,243] [added: 4,831] | | | [added: | |] $ | [removed: 4,167] [added: 4,243] | |

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| Basic | | | 309 | | | | | | 314 | | | | | | 321 | | | | | | 322 | | | | | | 326 | | |

| Diluted | | | 312 | | | | | | 318 | | | | | | 325 | | | | | | 326 | | | | | | 329 | | |

(1) In 2019 we adopted ASC Topic 606, *Revenue from Contracts with Customers*, using the modified retrospective approach.

Results for reporting periods for 2019 and after are presented under ASC 606, while prior period amounts were not adjusted and continue to be reported in accordance with ASC Topic 605, *Revenue Recognition*.

(2) Net income for the year ended October 31, 2019 was impacted by a tax benefit of $299 million related to the extension of tax incentives in Singapore.

Net income for the year ended October 31, 2018 was impacted by a tax expense of $552 million related to the enactment of the U.S Tax Cuts and Jobs Act of 2017 (the "Tax Act").

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| | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016 | | |

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(1) In 2020, we adopted ASC Topic 842, *Leases*, using the modified retrospective method.

Results for reporting periods beginning November 1, 2019 are presented under ASC 842, while prior period amounts were not adjusted and are reported under ASC 840.

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| Loss from discontinued operations, net of taxes | $ | — | | | $ | — | | | $ | — | | | $ | — | | | $ | (37 | ) |

| Net income | $ | 1,071 | | | $ | 316 | | | $ | 684 | | | $ | 462 | | | $ | 401 | |

| Income from continuing operations | $ | 3.41 | | | $ | 0.98 | | | $ | 2.12 | | | $ | 1.42 | | | $ | 1.32 | |

| Loss from discontinued operations, net of taxes | — | | | | — | | | | — | | | | — | | | | (0.12 | | ) |

| Net income per share - basic | $ | 3.41 | | | $ | 0.98 | | | $ | 2.12 | | | $ | 1.42 | | | $ | 1.20 | |

| Income from continuing operations | $ | 3.37 | | | $ | 0.97 | | | $ | 2.10 | | | $ | 1.40 | | | $ | 1.31 | |

| Loss from discontinued operations, net of taxes | — | | | | — | | | | — | | | | — | | | | (0.11 | | ) |

| Net income per share - diluted | $ | 3.37 | | | $ | 0.97 | | | $ | 2.10 | | | $ | 1.40 | | | $ | 1.20 | |

| Weighted average shares used in computing diluted net income per share | 318 | | | | 325 | | | | 326 | | | | 329 | | | | 335 | | |

| Index to Consolidated Financial Statements | | [added: | | | |] Page | [added: | |]

| Consolidated Financial Statements: | | | [added: | | | | | |]

| [Report of Independent Registered Public Accounting [removed: Firm](#sA3D2EB80EB565DD9A105CF48054E5E0B)] [added: Firm](#i2549ca65064d4ff688a1483b94daa2d7_139)] | | [removed: [53](#sA3D2EB80EB565DD9A105CF48054E5E0B)] | [added: | | | [55](#i2549ca65064d4ff688a1483b94daa2d7_139) | | |]

| [Consolidated Statement of Operations for each of the three years in the period ended October 31, [removed: 2019](#sC02EDC6E1C5A527F95D5A2653AA42F74)] [added: 20](#i2549ca65064d4ff688a1483b94daa2d7_145)[20](#i2549ca65064d4ff688a1483b94daa2d7_145)] | | [removed: [56](#sC02EDC6E1C5A527F95D5A2653AA42F74)] | [added: | | | [57](#i2549ca65064d4ff688a1483b94daa2d7_145) | | |]

| [Consolidated Statement of Comprehensive Income for each of the three years in the period ended October 31, [removed: 2019](#s87FA9BBD6D5750D5B967979B7E6C217B)] [added: 20](#i2549ca65064d4ff688a1483b94daa2d7_148)[20](#i2549ca65064d4ff688a1483b94daa2d7_148)] | | [removed: [57](#s87FA9BBD6D5750D5B967979B7E6C217B)] | [added: | | | [58](#i2549ca65064d4ff688a1483b94daa2d7_148) | | |]

| [Consolidated Balance Sheet at October 31, [removed: 2019 and 2018](#s8388F6C8BC705AB791F53E22C39010D3)] [added: 20](#i2549ca65064d4ff688a1483b94daa2d7_154)[20](#i2549ca65064d4ff688a1483b94daa2d7_154) [and 20](#i2549ca65064d4ff688a1483b94daa2d7_154)[19](#i2549ca65064d4ff688a1483b94daa2d7_154)] | | [removed: [58](#s8388F6C8BC705AB791F53E22C39010D3)] | [added: | | | [59](#i2549ca65064d4ff688a1483b94daa2d7_154) | | |]

| [Consolidated Statement of Cash Flows for each of the three years in the period ended October 31, [removed: 2019](#s3312A7FDB50559128D75BB87902475B0)] [added: 20](#i2549ca65064d4ff688a1483b94daa2d7_160)[20](#i2549ca65064d4ff688a1483b94daa2d7_160)] | | [removed: [59](#s3312A7FDB50559128D75BB87902475B0)] | [added: | | | [60](#i2549ca65064d4ff688a1483b94daa2d7_160) | | |]

| [Consolidated Statement of Equity for each of the three years in the period ended October 31, [removed: 2019](#sAAF728E125E45BA7AB38472B9CF26E66)] [added: 20](#i2549ca65064d4ff688a1483b94daa2d7_163)[20](#i2549ca65064d4ff688a1483b94daa2d7_163)] | | [removed: [60](#sAAF728E125E45BA7AB38472B9CF26E66)] | [added: | | | [61](#i2549ca65064d4ff688a1483b94daa2d7_163) | | |]

[removed: | [Notes to Consolidated Financial Statements](#s5C8E7CF49D4056C4BBF7F55A119BE5F1) | | [61](#s5C8E7CF49D4056C4BBF7F55A119BE5F1) |][added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)]

| [Quarterly Summary [removed: (unaudited)](#s1D7429A4C999561092792798610A7CFE)] [added: (unaudited)](#i2549ca65064d4ff688a1483b94daa2d7_268)] | | [removed: [113](#s1D7429A4C999561092792798610A7CFE)] | [added: | | | [113](#i2549ca65064d4ff688a1483b94daa2d7_268) | | |]

We have audited the accompanying consolidated balance sheets of Agilent Technologies, Inc. and its subsidiaries (the “Company”) as of October 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the related consolidated statements of operations, comprehensive income, equity and cash flows for each of the three years in the period ended October 31, [removed: 2019,] [added: 2020,] including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended October 31, [removed: 2019] [added: 2020] 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, [removed: 2019,] [added: 2020,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of October 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the results of its operations and its cash flows for each of the three years in the period ended October 31, [removed: 2019] [added: 2020] 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: 2019,] [added: 2020,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for [removed: revenues] [added: leases in 2020 and the manner in which it accounts for revenue] from contracts with customers in 2019.

[removed: A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit] preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the consolidated financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that (i) [removed: relate] [added: relates] to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

As described in Note 6 to the consolidated financial statements, the Company has recorded liabilities for uncertain tax positions of [removed: $227] [added: $240] million as of October 31, [removed: 2019.][added: 2020.]

Also, the evaluation of audit evidence available to support the tax liabilities for uncertain tax positions is complex and required significant auditor judgment as the nature of the evidence is often highly subjective, and the audit effort involved the use of professionals with specialized skill and [removed: knowledge to assist in evaluating the audit evidence obtained.][added: knowledge.]

[removed: Management’s] [added: Our] determination of the fair value of [removed: the developed product technology intangible assets] [added: customer relationships] acquired involved [removed: the use of] significant estimates and assumptions related to revenue growth [removed: rates and the] [added: rates,] discount [added: rates, and customer attrition] rates.

| /s/ PricewaterhouseCoopers LLP | | [added: | | | |]

| San Jose, California | | [added: | | | |]

| We have served as the Company’s auditor since 1999. | | [added: | | | |]

| | [added: | |] Years Ended October 31, | | | | | | | | | | | [added: | | | |]

| | [removed: 2019] | | [added: 2019] | | [removed: 2018] | | | | [removed: 2017] [added: 2018] | | |

| | [added: | |] (in millions, except [removed: per share] [added: per share] data) | | | | | | | | | | | [added: | | | |]

| Net revenue: | | | | | | | | | | | | [added: | | | | | |]

| Products | [added: | |] $ | [removed: 3,877] [added: 3,993] | | | [added: | |] $ | [removed: 3,746] [added: 3,877] | | | [added: | |] $ | [removed: 3,397] [added: 3,746] | |

| Services and other | [removed: 1,286] | | [added: 1,346] | | [removed: 1,168] | | | | [removed: 1,075] [added: 1,286] | | | [added: | | | 1,168 | | |]

| Total net revenue | [removed: 5,163] | | [added: 5,339] | | [removed: 4,914] | | | | [removed: 4,472] [added: 5,163] | | | [added: | | | 4,914 | | |]

| Costs and expenses: | | | | | | | | | | | | [added: | | | | | |]

| Cost of products | [removed: 1,680] | | [added: 1,796] | | [removed: 1,595] | | | | [removed: 1,473] [added: 1,680] | | | [added: | | | 1,595 | | |]

| Cost of services and other | [removed: 678] | | [added: 706] | | [removed: 639] | | | | [removed: 600] [added: 678] | | | [added: | | | 639 | | |]

| Total costs | [removed: 2,358] | | [added: 2,502] | | [removed: 2,234] | | | | [removed: 2,073] [added: 2,358] | | | [added: | | | 2,234 | | |]

| Research and development | [removed: 404] | | [added: 495] | | [removed: 387] | | | | [removed: 341] [added: 404] | | | [added: | | | 387 | | |]

| Selling, general and administrative | [removed: 1,460] | | [added: 1,496] | | [removed: 1,389] | | | | [removed: 1,251] [added: 1,460] | | | [added: | | | 1,389 | | |]

| Total costs and expenses | [removed: 4,222] | | [added: 4,493] | | [removed: 4,010] | | | | [removed: 3,665] [added: 4,222] | | | [added: | | | 4,010 | | |]

| Income from operations | [removed: 941] | | [added: 846] | | [removed: 904] | | | | [removed: 807] [added: 941] | | | [added: | | | 904 | | |]

| Interest income | [removed: 36] | | [added: 8] | | [removed: 38] | | | | [removed: 22] [added: 36] | | | [added: | | | 38 | | |]

| [Notes to Consolidated Financial Statements](#i2549ca65064d4ff688a1483b94daa2d7_169) | | | | | | [62](#i2549ca65064d4ff688a1483b94daa2d7_169) | | |

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit

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| Net income | | | $ | 719 | | | | | $ | 1,071 | | | | | $ | 316 | |

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| Unrealized gain on equity securities, net | | | (28) | | | | | | (1) | | | | | | — | | |

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| Proceeds from commercial paper | | | 420 | | | | | | — | | | | | | — | | |

| Repayment of commercial paper | | | (345) | | | | | | — | | | | | | — | | |

| Repayment of finance leases | | | (4) | | | | | | — | | | | | | — | | |

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| Net income | | | — | | | | | | — | | | | | | — | | | | | | 719 | | | | | | — | | | | | | 719 | | | | | | — | | | | | | 719 | | |

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| Repurchase of common stock | | | (5,227) | | | | | | — | | | | | | (71) | | | | | | (398) | | | | | | — | | | | | | (469) | | | | | | — | | | | | | (469) | | |

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As described in Management’s Report on Internal Control over Financial Reporting, management has excluded ACEA Biosciences (“ACEA”) and Lionheart Technologies LLC (“BioTek”) from its assessment of internal control over financial reporting as of October 31, 2019 because they were acquired by the Company in purchase business combinations during 2019.

We have also excluded ACEA and BioTek from our audit of internal control over financial reporting.

ACEA and BioTek are wholly-owned subsidiaries whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting collectively represent approximately 2% and less than 2%, respectively, of the related consolidated financial statement amounts as of and for the year ended October 31, 2019.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

*Valuation of acquired developed product technology intangible assets - BioTek acquisition*

As described in Notes 1 and 3 to the consolidated financial statements, in 2019 the Company completed the acquisition of BioTek for consideration of $1.17 billion, of which $387 million of developed product technology intangible assets were recorded.

Management estimated the fair value of the developed product technology using the multi-period excess earnings method under the income approach by discounting forecasted future cash flows directly related to products expecting to result from the projects, net of returns on contributory assets.

The principal considerations for our determination that performing procedures relating to the valuation of acquired developed product technology intangible assets in connection with the BioTek acquisition is a critical audit matter are (i) there was a high degree of auditor judgment and subjectivity in applying procedures relating to the fair value measurement of acquired developed product technology intangible assets due to the significant amount of judgment by management when developing the estimate, (ii) significant audit effort was required in evaluating the significant assumptions relating to the estimate, such as the revenue growth rates and the discount rates, and (iii) the audit effort involved the use of professionals with specialized skill and knowledge to assist in evaluating the audit evidence obtained from these procedures.

These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the acquired developed product technology intangible assets and controls over the development of the assumptions related to the valuation of the acquired developed product technology intangible assets, including the revenue growth rates and the discount rates.

These procedures also included, among others, reading the purchase agreement, testing management’s process for estimating the fair value of the acquired developed technology intangible assets, testing the completeness, accuracy, and relevance of underlying data used in estimating the fair value of the acquired developed technology intangible assets, and evaluating the appropriateness of the valuation methods and the reasonableness of the significant assumptions, including the revenue growth rates and the discount rates.

Evaluating the reasonableness of the revenue growth rates involved considering the past performance of the acquired business, as well as economic and industry forecasts.

Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company’s fair value estimate and certain significant assumptions, including the discount rates.

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| December 19, 2019 | |

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| Total equity | 4,748 | | | | 4,571 | | |

| Proceeds from divestitures | — | | | | — | | | | 2 | | |

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| Balance as of October 31, 2016 | 613,536 | | | $ | 6 | | | $ | 9,159 | | | (290,075 | ) | | $ | (10,508 | ) | | $ | 6,089 | | | $ | (503 | ) | | $ | 4,243 | | | $ | 3 | | | $ | 4,246 | |

| Change in non-controlling interest | — | | | — | | | | — | | | | — | | | — | | | | — | | | | — | | | | — | | | | 1 | | | | 1 | | |

| Repurchase of common stock | — | | | — | | | | — | | | | (4,107 | ) | | (194 | | ) | | — | | | | — | | | | (194 | | ) | | — | | | | (194 | | ) |

| Retirement of treasury stock | (294,182 | ) | | (3 | | ) | | (3,970 | | ) | | 294,182 | | | 10,702 | | | | (6,729 | | ) | | | | | | — | | | | — | | | | — | | |

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

| Purchase of non-controlling interest | — | | | — | | | | — | | | | — | | | — | | | | — | | | | — | | | | — | | | | (4 | | ) | | (4 | | ) |

| Retirement of treasury stock | (10,436 | ) | | — | | | | (143 | | ) | | 10,436 | | | 723 | | | | (580 | | ) | | — | | | | — | | | | — | | | | — | | |

Our determination of the fair value of customer

Estimated warranty charges are recorded within cost of products at the time products are sold.

During the year ended October 31, 2016, Agilent made a preferred stock investment in Lasergen, Inc. ("Lasergen") for $80 million.

This investment in Lasergen was accounted for under the cost method.

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

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.

As of October 31, 2019 and 2018, we have no material VIE's.

*Leases.* We lease buildings, machinery and equipment under operating and capital leases for original terms ranging generally from less than 1 year to 30 years.

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: 2019,] [added: 2020,] 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: 2019,] [added: 2020,] 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: 2019] [added: 2020] 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: 2019] [added: 2020] 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.

SEC staff guidance discusses the exclusion of an acquired business’s internal controls from management’s annual assessment of the internal controls over financial reporting when it is not possible to conduct assessments for the acquired business in the period between the acquisition date and the date of management’s assessment.

The company completed the acquisitions of Lionheart Technologies LLC ("BioTek") on August 23, 2019 and ACEA Biosciences ("ACEA") on November 14, 2018.

Management excluded both BioTek and ACEA from its assessment of the effectiveness of the company’s internal control over financial reporting as of October 31, 2019.

BioTek and ACEA combined constituted approximately 2 percent of total assets and less than 2 percent of total revenue as of and for the year ended October 31, 2019.

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: 18, 2020.][added: 17, 2021.]

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 [added: Committee's financial expert appears under “Audit and Finance Committee Report” and “Corporate Governance” in our Proxy Statement.]

There were no material changes to the procedures by which security holders may recommend nominees to our Board of Directors in fiscal year 2020.

Committee's financial expert appears under “Audit and Finance Committee Report” and “Corporate Governance” in our Proxy Statement.

Other than an amendment and restatement of our bylaws to implement “proxy access” starting in our 2021 annual meeting, which was previously disclosed in our Current Report on Form 8-K filed on September 18, 2019, there were no material changes to the procedures by which security holders may recommend nominees to our Board of Directors.

The following table summarizes information about our equity compensation plans as of October 31, [removed: 2019.][added: 2020.]

| Plan Category | [added: | |] Number of [removed: Securities to] [added: Securities to] be Issued [removed: upon Exercise of Outstanding Options, Warrants] [added: upon Exercise of Outstanding Options, Warrants] and Rights | | | [removed: Weighted-average Exercise] [added: | | | Weighted-average Exercise] Price [removed: of Outstanding Options, Warrants and Rights] [added: of Outstanding Options, Warrants and Rights] | | | | [added: | |] Number of [removed: Securities Remaining] [added: Securities Remaining] Available [removed: for Future] [added: for Future] Issuance [removed: under Equity] [added: under Equity] Compensation [removed: Plans (Excluding Securities Reflected] [added: Plans (Excluding Securities Reflected] in [removed: Column (a))] [added: Column (a))] | | [added: |]

| Equity compensation plans [added: not] approved by security holders [removed: (1)(2)(3)] | [removed: 4,617,581] | | [added: —] | [removed: $] | [removed: 36] | | | [removed: 54,732,097] | [added: —] | [added: | | | | | — | | |]

| Equity compensation plans [removed: not] approved by security holders [added: (1)(2)(3)] | [removed: —] | | [added: 3,687,752] | [removed: —] | | | | [removed: —] | [added: $] | [added: 37 | | | | | 51,367,003 | | |]

[removed: | (1) |] The number of [removed: securities remaining available for future issuance in column (c) includes 26,055,571] shares [removed: of common stock] authorized [removed: and available] for issuance under [removed: our current Employee Stock Purchase Plan ("ESPP"). The number of shares authorized for issuance under] the ESPP 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. [removed: Under the terms of the ESPP, in no event shall the aggregate number of shares issued under the ESPP exceed 75 million shares. |]

[removed: | (2) | We issue securities under our equity compensation plans in forms other than options, warrants or rights.] On November 15, 2017 and March 21, 2018, the Board and the stockholders, respectively, approved the Agilent Technologies, Inc. 2018 Stock Plan (the “2018 Plan”), which was an amendment and restatement of the company’s 2009 Stock Plan, approved by the Board and the stockholders, respectively, on November 19, 2008 and March 11, 2009. [removed: The 2018 Plan provides for awards of stock-based incentive compensation to our employees (including officers), directors and consultants. The 2018 Plan provides for the grant of awards in the form of stock options, stock appreciation rights, restricted stock, restricted stock |]

[added: The 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.

[removed: | (3) | We] [added: (3)We] issue securities under our equity compensation plans in forms which do not require a payment by the recipient to us at the time of exercise or vesting, including restricted stock, restricted stock units and performance units. [removed: Accordingly, the weighted-average exercise price in column (b) does not take these awards into account. |]

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| | | | (a) | | | | | | (b) | | | | | | (c) | | |

| Total | | | 3,687,752 | | | | | | $ | 37 | | | | | 51,367,003 | | |

(1)The number of securities remaining available for future issuance in column (c) includes 25,770,573 shares of common stock authorized and available for issuance under our current Employee Stock Purchase Plan ("ESPP").

Under the terms of the ESPP, in no event shall the aggregate number of shares issued under the ESPP exceed 31 million shares.

(2)We issue securities under our equity compensation plans in forms other than options, warrants or rights.

The 2018 Plan provides for awards of stock-based incentive compensation to our employees (including officers), directors and consultants.

Accordingly, the weighted-average exercise price in column (b) does not take these awards into account.

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| | (a) | | | (b) | | | | (c) | |

| Total | 4,617,581 | | | $ | 36 | | | 54,732,097 | |

| | |

| --- | --- |

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

[removed: |] (a) [removed: |] The following documents are filed as part of this report: [removed: |]

[removed: | 1. |] Financial Statements. [removed: |]

See Index to Consolidated Financial Statements under Item 8 on Page [removed: 52] [added: 54] of this report.

[removed: | 2. |] Financial Statement Schedule. [removed: |]

| Column A | | [added: | | | |] Column B | | | | [added: | |] Column C | | | | [added: | |] Column D | | | | [added: | |] Column E | | |

| Description | | [added: | | | |] Balance at Beginning of Period | | | | [added: | |] Additions Charged to Expenses or Other Accounts* | | | | [added: | |] Deductions Credited to Expenses or Other Accounts | | | | [added: | |] Balance at End of Period | | |

| | | [added: | | | |] (in millions) | | | | | | | | | | | | | | | [added: | | | | | |]

| 2019 | | | | | | | | | | | | | | | | | [added: | | | | | | | | | |]

| Tax valuation allowance | | [added: | | | |] $ | 135 | | | [added: | |] $ | 9 | | | [added: | |] $ | [removed: (10] [added: (10)] | [removed: )] | | [added: | |] $ | 134 | |

| 2018 | | | | | | | | | | | | | | | | | [added: | | | | | | | | | |]

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

| Tax valuation allowance | | [added: | | | |] $ | [removed: 129] [added: 134] | | | [added: | |] $ | [removed: 14] [added: 6] | | | [added: | |] $ | [removed: (5] [added: (8)] | [removed: )] | | [added: | |] $ | [removed: 138] [added: 132] | |

[removed: | 3. |] Exhibits. [removed: |]

| | | | | | | [added: | | | | | | | | |] Incorporation by Reference | | | | | | | [added: | | | | | | | | | | | | | |]

| [removed: Exhibit Number] [added: Exhibit Number] | | | | [added: | | | | |] Description | | [added: | | | |] Form | | [added: | | | |] Date | | [removed: Exhibit Number] | | [removed: Filed Herewith] | [added: | Exhibit Number | | | | | | Filed Herewith | | |]