Agilent Technologies (A) 10-K risk factor changes: FY2022 vs FY2021

While many of our customers have returned to work and economic activity [removed: continues to ramp] [added: has ramped] up, we are unable to accurately predict the full extent and duration of the impact of the COVID-19 pandemic on our business and operations due to numerous uncertainties, including the duration and severity of the pandemic, the efficacy and distribution of [removed: vaccines and] [added: vaccines,] containment [removed: measures.][added: measures and additional waves of infection.]

[removed: To the extent] [added: As] COVID-19 conditions [removed: improve,] [added: have improved,] 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 [removed: conditions, such as our return-to-office plans,] [added: 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, research and development and manufacturing costs, if we were unable to respond quickly [removed: enough] [added: enough,] these pricing pressures could further reduce our operating margins.

Slower global economic [removed: growth] [added: growth, inflationary pressures, instability] and uncertainty in the markets in which we operate may adversely impact our business resulting in:

The [removed: sale] [added: sales] of our products and services are dependent, to a large degree, on customers whose industries are subject to seasonal trends in the demand for their products.

Foreign currency movements for the year ended October 31, [removed: 2021] [added: 2022,] had an overall [removed: favorable] [added: unfavorable] impact on revenue of approximately [removed: 2] [added: 4] percentage points when compared to the same period last year.

When movements in foreign currency exchange rates have a [removed: positive] [added: negative] impact on revenue, they will also have a [removed: negative] [added: positive] impact by [removed: increasing] [added: reducing] our costs and expenses.

- changes in diplomatic and trade relationships, as well as, new tariffs, trade protection measures, import or export licensing requirements, new or different customs duties, trade embargoes and sanctions and other trade [removed: barriers;]

In the future, we may be required to record charges to earnings during the period if we determine there is an impairment of goodwill or intangible assets, up to the full amount of the value of the assets, or, in the case of strategic investments and alliances, [removed: consolidate results, including losses, of third parties or write down investment values or loans and convertible notes related to the strategic investment.]

[removed: 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.

Global privacy laws, including the EU's General Data Protection Regulation ("GDPR”), Brazil’s Lei Geral de Protecao de Dados, [removed: and] the California [added: Consumer Privacy Act and China’s Personal Information Protection Law and Data Security Law, apply to our activities involving the processing of personal data, both in relation to our product and service offerings and the management of our workforce.]

The global proliferation of privacy laws, with governmental authorities around the world passing or considering passing legislative and regulatory proposals concerning privacy and data protection, continues to result in new requirements regarding the handling of personal [removed: data, with many such laws imposing significant penalties for non-compliance (including possible fines of up to four percent of total company revenue under] [added: data and when personal data may be transferred outside] the [removed: GDPR).][added: country where it was collected.]

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 [removed: end user] personal data and could harm our results of operations and expose us to significant fines, penalties and other damages.

For example, the EU [removed: is going] [added: has started] 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 [removed: surveillance activities.]

The new EU IVDR requirements [removed: become] [added: became] effective [added: starting] in May 2022.

We must ensure conformance of the manufacturing, [added: storing,] processing, distribution of and notification about these chemicals to these laws and adapt to regulatory requirements in all applicable countries as these requirements change.

In other cases, we have agreed to indemnify the current owners of certain properties for liabilities related to contamination, including companies with which we have previously been affiliated such as HP, Inc., Hewlett-Packard Enterprise (formerly Hewlett-Packard Company) and Siemens Healthineers (formerly Varian Medical Systems, [removed: Inc.) Further, other properties we have previously owned or leased at which we have operated in the past, or for which we have otherwise contractually assumed, or provided indemnities for, certain actual or contingent environmental liabilities may or do require remediation.][added: Inc.).]

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

These rules and regulations continue to evolve in scope and complexity, and many new requirements have been created in response to laws enacted by the U.S. and foreign governments, making [added: compliance more difficult and uncertain.]

If during an economic downturn we had excess manufacturing [removed: capacity,] [added: capacity which could occur due to our plans to expand certain manufacturing capacities,] then our fixed costs associated with excess manufacturing capacity would adversely affect our gross margins and operating results.

[added: In addition to the risks outlined] above, problems with manufacturing or IT outsourcing could result in lower revenue and unexecuted efficiencies and impact our results of operations and our stock price.

Our factories, facilities and distribution system are subject to catastrophic loss due to fire, flood, terrorism, public health crises, increasing severity or frequency of extreme weather events, or other climate-change related [removed: risks.][added: risks, including resource scarcity, rationing or unexpected costs from increases in fuel and raw material prices that may be caused by extreme weather]

For example, in the [removed: first] [added: second] quarter of fiscal year [removed: 2020,] [added: 2022,] the outbreak of COVID-19 in China led to [removed: an extension] [added: mandated shutdown] of [removed: the Lunar New Year holiday,] [added: our facilities in Shanghai,] which adversely impacted our business and results, [removed: reduced the number of selling days] and [removed: otherwise] impacted our supply chain.

For example, in December [removed: 2020] [added: 2020,] it was widely reported that SolarWinds, an information technology company, was the subject of a cyberattack that created security vulnerabilities for thousands of its clients.

The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax laws and [removed: regulations in multiple jurisdictions.]

We are party to a $1.35 billion five-year unsecured credit facility that will expire on March 13, [removed: 2024.][added: 2024 and a $600 million term loan facility that matures on April 15, 2025.]

As of October 31, [removed: 2021,] [added: 2022,] we had no borrowings outstanding under the credit facility [removed: and we had no borrowings under] [added: or] the incremental facilities.

We also currently have outstanding an aggregate principal amount of [removed: $2.7] [added: $2.1] billion in senior unsecured [removed: notes.][added: notes and $600 million outstanding under the term loan facility.]

Our credit facility [added: and our term loan facility each] imposes restrictions on us, including restrictions on our ability to create liens on our assets and engage in certain types of sale and leaseback transactions and the ability of our subsidiaries to incur indebtedness, and requires us to maintain compliance with specified financial ratios.

As of October 31, [removed: 2021,] [added: 2022,] we had cash and cash equivalents of approximately [removed: $1,484] [added: $1,053] million invested or held in a mix of money market funds, time deposit accounts and bank demand deposit accounts.

Disruptions [added: and volatility] in the financial markets may, in some cases, result in an inability to access assets such as money market funds that traditionally have been viewed as highly [removed: liquid.][added: liquid or hinder our ability to borrow money in the amounts, at interest rates or upon the more favorable terms and conditions that might be available under different economic circumstances.]

For example, in the second quarter of fiscal year 2022, the outbreak of COVID-19 in China led to a mandated shutdown of our facilities in Shanghai, which negatively impacted our business and results, and impacted our supply chain.

- ongoing instability or changes in a specific country's or region's political, economic or other conditions, including inflation, recession, interest rate fluctuations and actual or anticipated military or political conflicts, including uncertainties and instability in economic and market conditions caused by the COVID-19 pandemic, the Ukraine/Russia conflict and political and trade uncertainties in the greater China region;

barriers;

consolidate results, including losses, of third parties or write down investment values or loans and convertible notes related to the strategic investment.

In addition, as a global organization, we are subject to data

Many such laws impose significant penalties for non-compliance (including possible fines of up to four percent of total company revenue under the GDPR or orders to stop processing personal data in a particular jurisdiction).

Such laws demand that we implement, test, and monitor an effective compliance program.

surveillance activities.

Further, other properties we have previously owned or leased at which we have operated in the past, or for which we have otherwise contractually assumed or provided indemnities, certain actual or contingent environmental liabilities may or do require remediation.

contamination at material levels is found to exist.

conditions.

In addition, our facilities in California are susceptible to extreme weather conditions such as drought and wildfires.

regulations in multiple jurisdictions.

As of October 31, 2022, we had borrowings of $35 million outstanding under our U.S. commercial paper program and had a weighted average annual interest rate of 3.54 percent.

U.S. President Biden has issued an Executive Order requiring federal employees and covered contractors to be vaccinated against COVID-19.

Additionally, on November 4, 2021, the U.S. Department of Labor’s Occupational Safety and Health Administration (OSHA) issued a COVID-19 Vaccination and Testing Emergency Temporary Standard requiring all employers with 100 or more employees to ensure that their employees are fully vaccinated or tested for COVID-19 on at least a weekly basis.

Notwithstanding legal and timing uncertainties relating to these regulations, we have implemented requirements regarding mandatory vaccines for U.S. based covered employees, subject to approved exemptions.

Additional vaccine and testing mandates may be announced in other jurisdictions in which we operate our business.

While it is not currently possible to predict with any certainty the exact impact the new regulations would have on us, our suppliers and our customers, the implementation of such government mandated vaccination or testing mandates may impact our ability to retain current employees and attract new employees and result in labor disruptions.

Further, implementation could also have similar consequences for our subcontractors, which may impact their ability to deliver the goods and services we need from them.

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

Consumer Privacy Act, apply to our activities involving the processing of personal data, both in relation to our product and service offerings and the management of our workforce.

compliance more difficult and uncertain.

Regulations related to “conflict minerals” may cause us to incur additional expenses and could limit the supply and increase the cost of certain metals used in manufacturing our products.

We are subject to the rules of the SEC which require disclosures by public companies of specified minerals, known as conflict minerals, that are necessary to the functionality or production of products manufactured or contracted to be manufactured.

The rule, which requires an annual disclosure report to be filed with the SEC by May 31st of each year, requires companies to perform due diligence, disclose and report whether or not such minerals originate from the Democratic Republic of Congo or an adjoining country.

Our ongoing implementation of these rules could affect sourcing at competitive prices and availability in sufficient quantities of certain minerals used in the manufacture of our products, including tin, tantalum, gold and tungsten.

The number of suppliers who provide conflict-free minerals may be limited.

In addition, there may be material costs associated with complying with the disclosure requirements, such as costs related to the due diligence process of determining the source of certain minerals used in our products, as well as costs of possible changes to products, processes, or sources of supply as a consequence of such verification activities.

As our supply chain is complex and we use contract manufacturers for some of our products, we may not be able to sufficiently verify the origins of the relevant minerals used in our products through the due diligence procedures that we implement, which may harm our reputation.

We may also encounter challenges to satisfy those customers who require that all of the components of our products be certified as conflict-free, which could place us at a competitive disadvantage if we are unable to do so.

In addition to the risks outlined

As of October 31, 2021, we had no borrowings outstanding under our U.S. commercial paper program.

[removed: During the year ended October 31, 2021,] [added: In fiscal 2022,] many businesses and countries, including the U.S., continued applying preventative and precautionary measures to mitigate the spread of the [removed: virus including government orders and other restrictions on the conduct of business operations.][added: virus.]

[removed: The] [added: While conditions related to the] COVID-19 pandemic [added: have improved in 2022 compared to 2021, the pandemic] continues to be dynamic, and near-term challenges across the economy remain.

The ongoing effects of COVID-19 remain difficult to predict due to numerous uncertainties, including the severity, duration and resurgence of the outbreak, new [added: variants and the contagiousness of these new] variants, the effectiveness of health and safety measures including [removed: vaccines, managing the different pace of return-to-office in different locations,] [added: vaccines and therapies, government and community responses including additional lockdowns,] the pace and strength of the economic recovery, [removed: and] supply chain pressures, [added: delivery and installation delays due to variable access to customer sites,] among others.

[removed: Resolution Bioscience complements and expands] [added: We are expanding] our capabilities in NGS-based cancer diagnostics [removed: within our diagnostics] and [removed: genomics segment and provides us with] [added: will provide] innovative technology to further serve the needs of the fast-growing precision medicine market.

[removed: 2022] [added: |] Senior [removed: Notes][added: notes | | | $ | — | | | | | $ | — | | | | | $ | 300 | | | | | $ | 1,850 | |]

The total redemption price of approximately [removed: $417] [added: $609] million was computed in accordance with the terms of the [removed: 2022] [added: 2023] senior notes as the present value of the remaining scheduled payments of principal and unpaid interest on the notes being redeemed.

[removed: During the year ended October 31, 2021,] [added: In May 2022,] we recorded a loss on extinguishment of debt of [removed: $17] [added: $9] million in other income (expense), net in the consolidated statement of operations.

In addition, [removed: $1] [added: $7] million of accrued interest, up to but not including the applicable redemption date, was paid.

[removed: The] [added: We paid] interest [removed: is payable] semi-annually on [removed: March 12th] [added: January 15th] and [removed: September 12th] [added: July 15th] of each year and payments commenced [removed: on September 12, 2021.][added: January 15, 2014.]

Agilent's net revenue of $6,319 million [removed: in 2021] increased 18 percent [added: in 2021] when compared to 2020.

Foreign currency movements for 2021 had an overall favorable impact on revenue growth of [removed: 2] [added: 3] percentage points when compared to 2020.

Net revenue increased in all business segments, geographic regions and [added: most] key end markets.

Foreign currency movements had an overall favorable impact on revenue growth of [removed: 2] [added: 3] percentage points in 2021 when compared to 2020.

Revenue in the Agilent CrossLab business increased [removed: 16] [added: 7] percent in [removed: 2021] [added: 2022] when compared to [removed: 2020.][added: 2021.]

Agilent's net revenue of [removed: $5,339] [added: $6,848] million [added: in 2022] increased [removed: 3] [added: 8] percent [removed: in 2020] when compared to [removed: 2019.][added: 2021.]

Foreign currency movements for [removed: 2020] [added: 2022] had an overall unfavorable impact on revenue growth of [removed: 1] [added: 4] percentage [removed: point] [added: points] when compared to [removed: 2019.][added: 2021.]

In [removed: 2020,] [added: 2021,] acquisitions from 2019 had an overall favorable impact of [removed: 3] [added: 7] percentage points when compared to [removed: 2019.][added: 2020.]

Revenue in the life sciences and applied markets business increased [removed: 4] [added: 9] percent in [removed: 2020] [added: 2022] when compared to [removed: 2019.][added: 2021.]

[removed: In 2020 acquisitions from 2019] [added: Acquisitions] had an overall favorable impact [added: on revenue growth] of [removed: 7] [added: 8] percentage points when compared to [removed: 2019.][added: 2020.]

Revenue in the diagnostics and genomics business increased [removed: 2] [added: 7] percent in [removed: 2020] [added: 2022] when compared to [removed: 2019.][added: 2021.]

Foreign currency movements had an overall unfavorable impact on revenue growth of [removed: 1] [added: 4] percentage [removed: point] [added: points] in [removed: 2020] [added: 2022] when compared to [removed: 2019.][added: 2021.]

Revenue in the Agilent CrossLab business increased [removed: 3] [added: 7] percent in [removed: 2020] [added: 2022] when compared to [removed: 2019.][added: 2021.]

Foreign currency movements had an overall unfavorable impact on revenue growth of [removed: 1] [added: 4] percentage [removed: point] [added: points] in [removed: 2020] [added: 2022] when compared to [removed: 2019.][added: 2021.]

Net income was [removed: $1,210] [added: $1,254] million in [removed: 2021] [added: 2022] compared to net income of [removed: $719] [added: $1,210] million and [removed: $1,071] [added: $719] million in [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively.

Net income [removed: for the year ended October 31,] [added: 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.

As of October 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] we had cash and cash equivalents balances of [removed: $1,484] [added: $1,053] million and [removed: $1,441] [added: $1,484] million, respectively.

During the year ended October 31, [removed: 2019,] [added: 2021,] we repurchased and retired [removed: 10.4] [added: 3.1] million shares for [removed: $723] [added: $365] million under this authorization.

[added: *2019 Repurchase Program.*] During the year ended October 31, 2020, we repurchased and retired 5.2 million shares for $469 million under [removed: this] [added: the 2019 repurchase program] authorization.

During the year ended October 31, 2021, we repurchased and retired [removed: approximately] 3.1 million shares for $365 million under this authorization.

Effective February 18, 2021, the 2019 repurchase program was terminated and replaced by the [removed: new share] [added: 2021] repurchase program.

[removed: The 2021 repurchase program which became effective on] [added: Effective] February 18, 2021, [removed: replaced and terminated] the 2019 repurchase program [removed: on that date.][added: was terminated and replaced by the 2021 repurchase program.]

[added: *2021 Repurchase Program.*] During the year ended October 31, 2021, we repurchased and retired 3.0 million shares for $423 million under [removed: this] [added: the 2021 repurchase program] authorization.

As of October 31, [removed: 2021,] [added: 2022,] we had remaining authorization to repurchase up to approximately [removed: $1.577 billion] [added: $438 million] of our common stock under the 2021 repurchase program.

During the year ended October 31, 2021, cash dividends of [removed: 0.776] [added: $0.776] per share, or $236 million were declared and paid on the company's outstanding common stock.

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

[added: *Dividends.*] During the year ended October 31, [removed: 2019,] [added: 2022,] cash dividends of [removed: 0.656] [added: $0.840] per share, or [removed: $206] [added: $250] million were declared and paid on the company's outstanding common stock.

On November [removed: 17, 2021] [added: 16, 2022] we declared a quarterly dividend of [removed: $0.210] [added: $0.225] per share of common stock, or approximately [removed: $63] [added: $66] million which will be paid on January [removed: 26, 2022] [added: 25, 2023] to shareholders of record as of the close of business on January [removed: 4, 2022.][added: 3, 2023.]

We expect to face [removed: additional] [added: continued inflationary and] logistical [removed: pressures, such] [added: pressures (such] as longer lead times and limited sources of supply in the near [removed: term that] [added: term) which] we will continue to mitigate through [added: targeted pricing and] various sourcing strategies.

[removed: We also] [added: Looking forward, we] remain focused on improving our customers’ experience, differentiating product solutions and productivity.

A performance obligation is a promise in a contract to transfer a distinct product or service to a customer and is the unit of account under [removed: ASC 606.][added: Accounting Standard Codification Topic 606, Revenue from Contracts with Customers, (“ASC 606’’).]

In the first quarter of fiscal year 2022, we announced a change in organizational structure designed to enable our growth strategies and strengthen our focus on customers.

Our chemistries and supplies business and our remarketed instruments business moved from our Agilent CrossLab business segment to our life sciences and applied markets business segment.

We also moved BioTek's service revenue and related cost of sales from our life sciences and applied markets business segment to our Agilent CrossLab business segment.

We began reporting under this new structure with the Quarterly Report on Form 10-Q for the period ended January 31, 2022.

Historical financial segment information has been recast to conform to this new presentation in our financial statements and accompanying notes.

There was no change to our diagnostics and genomics business segment.

In the latter part of our second quarter, we had to shut down our primary gas chromatography production facility and logistics center in Shanghai in compliance with lockdown measures related to COVID-19.

We successfully managed the unplanned shutdown of our facility and fully recognized the revenue that was delayed from our second quarter within fiscal year 2022.

Russia-Ukraine Conflict

In response to the ongoing conflict in Ukraine, at the beginning of March, we suspended sales prohibited by sanctions, halted the shipment of products to Russia with the exception of diagnostics and healthcare products and limited our in-country service to those diagnostics and healthcare customers.

Subsequently, effective May 23, 2022, we ceased major operations within Russia, and as a result, we recorded an immaterial expense associated with the shutdown of operations for the three months ended April 30, 2022.

For the year ended October 31, 2022 and 2021, sales derived from customers based in Russia represented an immaterial percentage of our total revenue.

Term Loan Facility

On April 15, 2022, we entered into a term loan agreement with a group of financial institutions, which provided for a $600 million delayed draw term loan that will mature on April 15, 2025.

As of October 31, 2022, we had $600 million borrowings outstanding under the term loan facility and had a weighted average interest rate of 3.98 percent.

Loans under the term loan agreement bear interest, at our option, either at: (i) the alternate base rate, as defined in the term loan agreement, plus the applicable margin for such loans or (ii) adjusted term SOFR, as defined in the term loan agreement, plus the applicable margin for such loans.

The term loan agreement contains customary representations and warranties as well as customary affirmative and negative covenants.

We were in compliance with the covenants for the term loan during the year ended October 31, 2022.

On May 4, 2022, we used the proceeds from the term loan facility and repaid the $600 million outstanding aggregate principal amount of our 2023 senior notes.

During 2022, we navigated through a challenging environment marked by supply chain and logistics pressures, high inflation, a COVID-related shutdown in China and were able to deliver strong results.

Net income in 2022 was impacted by higher sales volume partially offset by supply chain, logistics and inflationary pressures increasing our costs.

While we anticipate an increasingly uncertain macroeconomic environment in fiscal year 2023, we remain optimistic about our growth opportunities in all of our key end markets in fiscal year 2023.

For products that transfer control over time, revenue is recognized as the performance obligation is satisfied.

Product over time revenue is assessed against the following criteria: the performance creates an asset that the customer controls as the asset is created; the asset has no alternative use; and we have an enforceable right to payment.

Our Deferred Profit-Sharing Plan

The annuity contract is an insurance buy-in contract issued by a third-party insurance company for a portion of benefit obligations of listed pensioners under the U.K. defined benefit plan, and is funded with existing pension plan assets with no adjustment made to the benefit obligations.

Real estate securities include holdings of managed investment funds which invest primarily in the equity instruments of real estate investment trusts and other similar real estate investments.

We performed a quantitative test for goodwill impairment of the three reporting units as of November 1, 2021, due to the change in our segment structure.

As of November 1, 2021, there was no impairment of goodwill.

acquired involves significant estimates and assumptions related to revenue growth rates and discount rates.

For the year ended October 31, 2022, net revenue increased in all our segments, geographic regions and most of our key end markets.

Product revenue growth in the year ended October 31, 2022, was primarily driven by increased sales within our liquid chromatography, spectroscopy, nucleic acid solutions and consumables businesses.

Service revenue increases reflected strong growth from contract repair services, compliance services, installation services, consultative services and relocation services in all key end markets except the academia and government markets.

Increase in services from our companion diagnostics, cell analysis and pathology businesses also contributed to the increase in service revenue in 2021.

| Agilent CrossLab | | | $ | 1,452 | | | | | $ | 1,360 | | | | | $ | 1,177 | | | | | 7% | | | | | | 16% | | |

For the year ended October 31, 2022, revenue growth was strong within the chemicals and advanced materials markets driven by demand for our spectroscopy, gas chromatography and consumable products.

Revenue growth was strong within the pharmaceutical market driven by demand for our liquid chromatography, cell analysis and liquid chromatography mass spectrometry products.

Revenue growth was strong within the pharmaceutical market led by performance from our nucleic acid solutions business.

For the year ended October 31, 2022, we saw revenue growth across most of our end markets led by strong revenue growth from the pharmaceutical and chemicals and advanced materials markets when compared to the same periods last year.

Revenue

The health and safety of our employees is a top priority for us.

In response to the COVID-19 pandemic, we took proactive actions to protect the health and safety of our employees, customers, partners and suppliers.

We enacted safety measures, including social distancing protocols, encouraging employees to work from home when possible, suspending non-essential work travel, implementing various access controls at our facilities, frequently disinfecting our workspaces and providing appropriate personal protective equipment to employees who are physically present at our facilities.

As COVID-19 conditions improved, we began implementing a phased reopening process, required our U.S. employees to be fully vaccinated pursuant to federal, state and local guidelines and continued to prioritize health and safety.

We expect to continue to implement appropriate safety measures until the COVID-19 pandemic is contained.

We may take further actions as government authorities require or recommend or as we determine to be in the best interests of our employees, customers, partners and suppliers.

Currently, most of our employees are still working from home.

When we determine it is safe for our employees to return to the office, we will be moving towards a hybrid work model, giving our employees the flexibility to work offsite or at our onsite locations.

Despite the economic challenges due to the COVID-19 pandemic, we ended our fiscal year 2021 with revenue growth of 18 percent year over year.

This revenue growth was primarily non-COVID related revenue and came from all of our segments, key end markets and geographies.

Revenue growth was also partly due to weakened sales in the prior year as the response to the early stages of the pandemic caused many of our customers to close or reduce operating capacity.

In fiscal year 2021, our overall business performance was strong which also resulted in significant expense increases from our variable pay and long-term performance plan-earnings per share ("LTPP-EPS") programs, along with sales commission increases year over year, which was partially offset by the continued cost savings actions which included reduction in travel and non-essential spending that we implemented last year.

Acquisition

On April 15, 2021 we completed the acquisition of privately-owned Resolution Bioscience, Inc., a biotechnology company focused on the development and commercialization of next-generation sequencing-based ("NGS") precision oncology solutions, for $561 million cash plus potential future contingent payments of up to $145 million upon the achievement of certain milestones which are based on certain revenue and technical targets.

The fair value of the contingent consideration as of October 31, 2021 was $89 million which included a decrease of $21 million from the estimated fair value as of the end of our third quarter.

On January 21, 2021, we redeemed $100 million of the $400 million outstanding aggregate principal amount of our 2022 senior notes due October 1, 2022.

On April 5, 2021, we redeemed the remaining outstanding $300 million of our 2022 senior notes.

The make-whole premium less partial amortization of previously deferred interest rate swap gain together with the amortization of debt issuance costs and discount was recorded in other income (expense), net in the consolidated statement of operations.

2031 Senior Notes

On March 12, 2021, we issued an aggregate principal amount of $850 million in senior notes ("2031 senior notes").

The 2031 senior notes were issued at 99.822% of their principal amount.

The 2031 senior notes will mature on March 12, 2031, and bear interest at a fixed rate of 2.30% per annum.

The favorable impact of COVID-related revenue and revenue from our recent acquisition for the year ended October 31, 2021 was not material.

Foreign currency movements had no overall

impact on revenue growth in 2020 when compared to 2019.

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

On November 19, 2018 we announced that our board of directors had approved a new share repurchase program (the "2019 repurchase program") designed, among other things, to reduce or eliminate dilution resulting from issuance of stock under the company's employee equity incentive programs.

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

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

On February 16, 2021 we announced that our board of directors had approved a new share repurchase program (the "2021 repurchase program") designed, among other things, to reduce or eliminate dilution resulting from issuance of stock under the company's employee equity incentive programs.

The 2021 repurchase program authorizes the purchase of up to $2.0 billion of our common stock at the company's discretion and has no fixed termination date.

The 2021 repurchase program does not require the company to acquire a specific number of shares and may be suspended, amended or discontinued at any time.

Looking forward, as we continue to navigate the impacts of the COVID-19 pandemic, our top priority continues to be the health and safety of our employees, customers and community, as well as supporting our customers' operations.

We continue supporting our customers' needs related to the development of new therapies and vaccines.

With our strong results in fiscal year 2021 and the continued recovery in our end markets, we remain optimistic about our long-term growth opportunities in all of our end markets.

On November 1, 2018, we adopted Accounting Standard Codification Topic 606, *Revenue from Contracts with Customers* ("ASC 606").

Stand-alone selling

The favorable impact of COVID-related revenue and revenue from our recent acquisition for the year ended October 31, 2021 was not material.

Revenue in 2020 was impacted by the global COVID-19 pandemic within most of our product lines as customers curtailed equipment spending at various times when countries around the world were in the lockdown phase of the COVID-19 pandemic.

Growth was due to our cell analysis business, automation products and our nucleic acid solutions business.

We are exposed to foreign currency exchange rate risks inherent in our sales commitments, anticipated sales, and assets and liabilities [added: and equity] denominated in currencies other than the functional currency of our subsidiaries.

Approximately [removed: 53] [added: 56] percent of our revenue in [removed: 2021, 52] [added: 2022, 53] percent of our revenue in [removed: 2020] [added: 2021] and [removed: 51] [added: 52] percent of our revenue in [removed: 2019 were] [added: 2020 was] generated in U.S. dollars.

The overall [removed: favorable] [added: unfavorable] effect of changes in foreign currency exchange rates, principally as a result of the [removed: weakness] [added: strength] of the U.S. [removed: dollar, has increased revenue by approximately 2 percentage points in the year ended October 31, 2021.]

As of October 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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.

dollar, has decreased revenue by approximately 4 percentage points in the year ended October 31, 2022.

For fiscal year ended October 31, [removed: 2021,] [added: 2022,] we have three business segments comprised of the life sciences and applied markets business, the diagnostics and genomics business and the Agilent CrossLab business.

The Agilent CrossLab business spans the entire lab with its extensive [removed: consumables and] services portfolio, which is designed to improve customer outcomes.

As of October 31, [removed: 2021,] [added: 2022,] we employed approximately [removed: 17,000] [added: 18,100] people worldwide.

We employed approximately [removed: 5,400] [added: 6,900] people as of October 31, [removed: 2021] [added: 2022] in our life sciences and applied markets business.

A second sub-segment includes biopharmaceutical companies ("biopharma"), contract research organizations [removed: ("CROs")] [added: ("*CROs*")] and contract manufacturing organizations ("CMOs").

*The [removed: Chemical] [added: Chemicals] & [removed: Energy] [added: Advanced Materials] Market.* Our products and solutions are used throughout the chemicals sector in the development, manufacturing, and quality control of commodity chemicals, specialty and agrochemicals, and fine chemicals.

Our products fall into [removed: eight] [added: the following] main areas of work: liquid chromatography, gas chromatography, mass spectrometry, spectroscopy, software and informatics, lab automation and robotics, vacuum [removed: technology and] [added: technology,] cell [removed: analysis.][added: analysis, remarketed instruments and chemistries and supplies.]

A mass spectrometer (“MS”) identifies and quantifies [removed: chemicals] [added: compounds] based on [removed: a chemical's] [added: their] molecular mass and characteristic patterns of fragment ion masses that result when a molecule is broken apart.

Liquid chromatography [removed: is] [added: ("LC") and gas chromatography ("GC") are] commonly used to separate compounds and introduce them to the MS system.

[removed: Mass spectrometry] [added: MS] is an important tool in analyzing small molecules and can also be used to characterize and quantify [added: large molecules, such as] proteins and other biological entities.

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

We provide [added: informatics and scientific] software for instrument control, data acquisition, data analysis, [removed: laboratory content and business process management,] [added: secure storage of results,] and [removed: informatics.][added: laboratory information/workflow management.]

[removed: *Lab] [added: *Laboratory] Automation and Robotics*

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

We had approximately [removed: 25,900] [added: 53,800] customers for our life sciences and applied markets business in fiscal [removed: 2021.][added: 2022.]

The life sciences and applied markets business is susceptible to seasonality in its orders and revenues primarily related to U.S. and foreign government budgets, [removed: chemical] [added: chemicals] and [removed: energy] [added: advanced materials] and environmental customers and large [removed: pharmaceutical company budgets.]

The life sciences and applied markets channels focus on the therapeutics and human disease research customer base (pharma, biopharma, CRO, CMO and generics), clinical customer base (high complexity clinical testing labs), emerging life sciences opportunities in life science research institutes and applied markets [removed: (chemical] [added: (chemicals] and [removed: energy,] [added: advanced materials,] food, environmental and forensics).

Agilent competes on the basis of [removed: product performance,] reliability, support quality, applications expertise, global channel coverage and price.

Second, our nucleic acid solutions business [added: is a contract and development manufacturing organization that] provides [removed: equipment] [added: services related to] and [removed: expertise focused on] [added: the] production of synthesized oligonucleotides under pharmaceutical good manufacturing practices ("GMP") conditions for use as API in [removed: an emerging] [added: a] class of drugs that utilize nucleic acid molecules for disease therapy.

Fifth, the reagent partnership business [removed: is a provider of] [added: provides clinical flow cytometry] reagents [removed: used] for [removed: turbidimetry and flow cytometry.][added: routine cancer diagnostics.]

Samples are analyzed using quantitative and qualitative techniques to ensure accuracy in further genomics analysis techniques [added: including NGS,] utilized in clinical and life science research applications.

We employed approximately [removed: 2,900] [added: 3,200] people as of October 31, [removed: 2021] [added: 2022] in our diagnostics and genomics business.

Our high-quality, automated pathology tissue staining platforms and solutions are used most heavily by the large labs located in [removed: hospitals,] [added: hospitals and] medical centers, and reference labs.

While [removed: these] [added: some] labs [removed: primarily] purchase [removed: in vitro diagnostics ("IVD")] [added: IVD] labeled testing kits, [removed: they] [added: others] often develop and validate their own molecular based tests.

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

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

*Specific Proteins and Flow [added: Cytometry] Reagents*

We provide a target enrichment portfolio [removed: composed of two main platforms,] [added: via our] SureSelect [removed: and HaloPlex, both enabling] [added: products, which enables] customers to select specific target regions of the genome for sequencing.

Customers can customize our products for their regions of interest using the SureDesign software, or they can choose from a [removed: wide] range of catalog products, including gene panels for specific applications and Exome designs, which allow analysis of the entire coding sequences of the genome.

[removed: The technologies provide an easy] [added: SureSelect provides a] sample prep workflow that can be automated with the Agilent Bravo platform for [removed: scalability.][added: scalability or leverages the Magnis NGS sample prep ecosystem of instruments and consumables for maximum ease-of-use.]

Results can be easily analyzed using [removed: Agilent] [added: Agilent’s Alissa] software [removed: solutions GeneSpring or SureCall.][added: solutions.]

Agilent offers a complete portfolio of [removed: PCR &] qPCR instruments, as well as specialty enzymes for amplifying difficult sample types.

In addition to [removed: PCR and] qPCR enzymes, Agilent offers a wide range of molecular biology reagents including tools for cloning and mutagenesis applications.

Our nucleic acid solutions business is a contract manufacturing and development services business with equipment and expertise focused on mid to large scale production of synthesized oligonucleotide APIs under pharmaceutical GMP conditions for [removed: an emerging] [added: a] class of drugs that utilize oligonucleotide molecules for disease therapy.

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

Automated electrophoresis is a separation technique for [removed: bio molecules] [added: biomolecules] such as proteins, peptides and nucleic acids (RNA and DNA) and is used to determine the identity of a molecule by either size or charge.

We had approximately [removed: 11,500] [added: 11,900] customers for our diagnostics and genomics business in fiscal [removed: 2021.][added: 2022.]

In the U.S., we have manufacturing facilities in California, [removed: Colorado] [added: Colorado, Iowa,] and Texas.

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

Our principal competitors in the diagnostics and genomics arena include: Abbott Laboratories, Affymetrix, Inc., a division of Thermo Fisher Scientific Inc., Illumina, Inc., Leica Biosystems, Inc., a division of Danaher Corporation, Roche Ventana Medical Systems, Inc., a member of the Roche [removed: Group] [added: Group, Avecia, a division of Nitto Denko] and Twist Bioscience Corporation.

Our consumables portfolio is designed to improve customer outcomes.

Our consumables portfolio is designed to improve customer outcomes.

Solutions range from chemistries to supplies.

Our products are used to test for safety, quality, and compliance across the value chains of advanced materials – including semiconductors, batteries, and specially engineered polymers and polymeric materials.

pharmaceutical company budgets.

This business also provides bulk antibodies as raw materials and associated assay development services to in vitro diagnostics ("IVD") manufacturers, biotechnology and pharmaceutical companies.

In these areas, we partner with IVD manufacturers, biotechnology and pharmaceutical companies by offering antibodies as raw materials and a range of associated assay development services and solutions.

We operate in several areas of clinical relevance for the customers and address multiple technologies such as turbidimetry, gel techniques and chemiluminescence immunoassays.

In the area of flow cytometry reagents we provide reagents and kits directly to clinical laboratories working in routine cancer diagnostics, with particular focus on blood cancers.

The majority of the portfolio is vendor neutral, meaning Agilent can serve customers regardless of their instrument purchase choices.

The *Pharmaceutical, Biopharmaceutical, CRO & CMO Market*.

The *Chemicals & Advanced Materials Market*.

Additionally, our services, software and technical support are used to support the testing for safety, quality, and

The *Environmental & Forensics Market*.

We had approximately 49,200 Agilent CrossLab customers in fiscal 2022.

biopharmaceutical, advanced materials, environmental and hydrocarbon processing customers to keep instruments fully operational and compliant with the respective industry requirements.

The combined use of LC and MS is frequently used both to identify and quantify chemical compounds.

No single customer represented a material amount of the net revenue of the life sciences and applied markets business.

The mix is changing, however, as emerging markets increase spending on human health.

investigation of protein and gene expression.

Our reagent OEM business is a provider of clinical diagnostic products within the areas of specific proteins for turbidimetry and reagents for flow cytometry.

These are sold to OEM customers as customized reagent solutions supplied to top IVD companies or through retail partners.

HaloPlex provides less-than-24-hours fast workflow, which makes it suitable for labs that require fast turnaround time from sample to results.

No single customer represented a material amount of the net revenue of the diagnostics and genomics business.

Solutions range from chemistries and supplies to services and software helping to connect the entire lab.

*The Diagnostics and Clinical Market*.

The market is skewed towards the mature economies, with most of the market in North America, Western Europe and Japan.

We had approximately 58,400 Agilent CrossLab customers in fiscal 2021 and no single customer represented a material amount of the net revenue of the Agilent CrossLab business.

To further our commitment to global diversity and inclusion efforts, in 2020 we hired an associate vice president of diversity and inclusion and launched a number of company-wide initiatives.

For the fiscal year ended October 31, [removed: 2021][added: 2022]

The aggregate market value of the registrant's common equity held by non-affiliates as of April 30, [removed: 2021,] [added: 2022,] was approximately [removed: $30.9] [added: $26.6] billion.

As of December [removed: 8, 2021] [added: 9, 2022] there were [removed: 302,000,797] [added: 296,072,040] outstanding shares of common stock, par value $0.01 per share.

| Portions of the Proxy Statement for the Annual Meeting of Stockholders (the "Proxy Statement") to be held on March [removed: 16, 2022,] [added: 15, 2023,] and to be filed pursuant to Regulation 14A within 120 days after registrant's fiscal year ended October 31, [removed: 2021] [added: 2022] are incorporated by reference into Part III of this Report | | | | | | III | | |

| [Forward-Looking [removed: Statements](#i925e63e440e84882b6df828e47292e86_10)] [added: Statements](#i6b4177cdf7be4be5ab6ee92712358089_10)] | | | | | | [removed: [3](#i925e63e440e84882b6df828e47292e86_10)] [added: [3](#i6b4177cdf7be4be5ab6ee92712358089_10)] | | |

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| [Item [removed: 3](#i925e63e440e84882b6df828e47292e86_73)] [added: 3](#i6b4177cdf7be4be5ab6ee92712358089_76)] | | | [Legal [removed: Proceedings](#i925e63e440e84882b6df828e47292e86_73)] [added: Proceedings](#i6b4177cdf7be4be5ab6ee92712358089_76)] | | | [removed: [28](#i925e63e440e84882b6df828e47292e86_73)] [added: [28](#i6b4177cdf7be4be5ab6ee92712358089_76)] | | |

| [Item [removed: 4](#i925e63e440e84882b6df828e47292e86_76)] [added: 4](#i6b4177cdf7be4be5ab6ee92712358089_79)] | | | [Mine Safety [removed: Disclosures](#i925e63e440e84882b6df828e47292e86_76)] [added: Disclosures](#i6b4177cdf7be4be5ab6ee92712358089_79)] | | | [removed: [28](#i925e63e440e84882b6df828e47292e86_76)] [added: [28](#i6b4177cdf7be4be5ab6ee92712358089_79)] | | |

| [Item [removed: 5](#i925e63e440e84882b6df828e47292e86_82)] [added: 5](#i6b4177cdf7be4be5ab6ee92712358089_85)] | | | [Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i925e63e440e84882b6df828e47292e86_82)] [added: Securities](#i6b4177cdf7be4be5ab6ee92712358089_85)] | | | [removed: [29](#i925e63e440e84882b6df828e47292e86_82)] [added: [29](#i6b4177cdf7be4be5ab6ee92712358089_85)] | | |

| [Item [removed: 6](#i925e63e440e84882b6df828e47292e86_91)] [added: 6](#i6b4177cdf7be4be5ab6ee92712358089_94)] | | | [removed: [\[Reserved\]](#i925e63e440e84882b6df828e47292e86_91)] [added: [\[Reserved\]](#i6b4177cdf7be4be5ab6ee92712358089_94)] | | | [removed: [30](#i925e63e440e84882b6df828e47292e86_91)] [added: [30](#i6b4177cdf7be4be5ab6ee92712358089_94)] | | |

| [Item [removed: 7](#i925e63e440e84882b6df828e47292e86_94)] [added: 7](#i6b4177cdf7be4be5ab6ee92712358089_97)] | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i925e63e440e84882b6df828e47292e86_94)] [added: Operations](#i6b4177cdf7be4be5ab6ee92712358089_97)] | | | [removed: [31](#i925e63e440e84882b6df828e47292e86_94)] [added: [30](#i6b4177cdf7be4be5ab6ee92712358089_97)] | | |

| [Item [removed: 7A](#i925e63e440e84882b6df828e47292e86_136)] [added: 7A](#i6b4177cdf7be4be5ab6ee92712358089_139)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i925e63e440e84882b6df828e47292e86_136)] [added: Risk](#i6b4177cdf7be4be5ab6ee92712358089_139)] | | | [removed: [53](#i925e63e440e84882b6df828e47292e86_136)] [added: [51](#i6b4177cdf7be4be5ab6ee92712358089_139)] | | |

| [Item [removed: 8](#i925e63e440e84882b6df828e47292e86_139)] [added: 8](#i6b4177cdf7be4be5ab6ee92712358089_142)] | | | [Financial Statements and Supplementary [removed: Data](#i925e63e440e84882b6df828e47292e86_139)] [added: Data](#i6b4177cdf7be4be5ab6ee92712358089_142)] | | | [removed: [54](#i925e63e440e84882b6df828e47292e86_139)] [added: [53](#i6b4177cdf7be4be5ab6ee92712358089_142)] | | |

| [Item [removed: 9](#i925e63e440e84882b6df828e47292e86_232)] [added: 9](#i6b4177cdf7be4be5ab6ee92712358089_238)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i925e63e440e84882b6df828e47292e86_232)] [added: Disclosure](#i6b4177cdf7be4be5ab6ee92712358089_238)] | | | [removed: [115](#i925e63e440e84882b6df828e47292e86_232)] [added: [110](#i6b4177cdf7be4be5ab6ee92712358089_238)] | | |

| [Item [removed: 9A](#i925e63e440e84882b6df828e47292e86_235)] [added: 9A](#i6b4177cdf7be4be5ab6ee92712358089_241)] | | | [Controls and [removed: Procedures](#i925e63e440e84882b6df828e47292e86_235)] [added: Procedures](#i6b4177cdf7be4be5ab6ee92712358089_241)] | | | [removed: [115](#i925e63e440e84882b6df828e47292e86_235)] [added: [110](#i6b4177cdf7be4be5ab6ee92712358089_241)] | | |

| [Item [removed: 10](#i925e63e440e84882b6df828e47292e86_244)] [added: 10](#i6b4177cdf7be4be5ab6ee92712358089_250)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#i925e63e440e84882b6df828e47292e86_244)] [added: Governance](#i6b4177cdf7be4be5ab6ee92712358089_250)] | | | [removed: [115](#i925e63e440e84882b6df828e47292e86_244)] [added: [110](#i6b4177cdf7be4be5ab6ee92712358089_250)] | | |

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| [Item [removed: 13](#i925e63e440e84882b6df828e47292e86_253)] [added: 13](#i6b4177cdf7be4be5ab6ee92712358089_259)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i925e63e440e84882b6df828e47292e86_253)] [added: Independence](#i6b4177cdf7be4be5ab6ee92712358089_259)] | | | [removed: [117](#i925e63e440e84882b6df828e47292e86_253)] [added: [112](#i6b4177cdf7be4be5ab6ee92712358089_259)] | | |

| [Item [removed: 14](#i925e63e440e84882b6df828e47292e86_256)] [added: 14](#i6b4177cdf7be4be5ab6ee92712358089_262)] | | | [Principal Accounting Fees and [removed: Services](#i925e63e440e84882b6df828e47292e86_256)] [added: Services](#i6b4177cdf7be4be5ab6ee92712358089_262)] | | | [removed: [117](#i925e63e440e84882b6df828e47292e86_256)] [added: [112](#i6b4177cdf7be4be5ab6ee92712358089_262)] | | |

| [Item [removed: 15](#i925e63e440e84882b6df828e47292e86_262)] [added: 15](#i6b4177cdf7be4be5ab6ee92712358089_268)] | | | [Exhibits and Financial Statement [removed: Schedules](#i925e63e440e84882b6df828e47292e86_262)] [added: Schedules](#i6b4177cdf7be4be5ab6ee92712358089_268)] | | | [removed: [117](#i925e63e440e84882b6df828e47292e86_262)] [added: [112](#i6b4177cdf7be4be5ab6ee92712358089_268)] | | |

| [PART I](#i6b4177cdf7be4be5ab6ee92712358089_13) | | | | | | | | |

| [PART II](#i6b4177cdf7be4be5ab6ee92712358089_82) | | | | | | | | |

| [Item 9B](#i6b4177cdf7be4be5ab6ee92712358089_244) | | | [Other Information](#i6b4177cdf7be4be5ab6ee92712358089_244) | | | [110](#i6b4177cdf7be4be5ab6ee92712358089_244) | | |

| [PART III](#i6b4177cdf7be4be5ab6ee92712358089_247) | | | | | | | | |

| [Item 11](#i6b4177cdf7be4be5ab6ee92712358089_253) | | | [Executive Compensation](#i6b4177cdf7be4be5ab6ee92712358089_253) | | | [111](#i6b4177cdf7be4be5ab6ee92712358089_253) | | |

| [PART IV](#i6b4177cdf7be4be5ab6ee92712358089_265) | | | | | | | | |

| [Item 16](#i6b4177cdf7be4be5ab6ee92712358089_271) | | | [Form 10-K Summary](#i6b4177cdf7be4be5ab6ee92712358089_271) | | | [116](#i6b4177cdf7be4be5ab6ee92712358089_271) | | |

| | | | [Signatures](#i6b4177cdf7be4be5ab6ee92712358089_274) | | | [117](#i6b4177cdf7be4be5ab6ee92712358089_274) | | |

| [PART I](#i925e63e440e84882b6df828e47292e86_13) | | | | | | | | |

| [PART II](#i925e63e440e84882b6df828e47292e86_79) | | | | | | | | |

| [Item 9B](#i925e63e440e84882b6df828e47292e86_238) | | | [Other Information](#i925e63e440e84882b6df828e47292e86_238) | | | [115](#i925e63e440e84882b6df828e47292e86_238) | | |

| [PART III](#i925e63e440e84882b6df828e47292e86_241) | | | | | | | | |

| [Item 11](#i925e63e440e84882b6df828e47292e86_247) | | | [Executive Compensation](#i925e63e440e84882b6df828e47292e86_247) | | | [116](#i925e63e440e84882b6df828e47292e86_247) | | |

| [PART IV](#i925e63e440e84882b6df828e47292e86_259) | | | | | | | | |

| [Item 16](#i925e63e440e84882b6df828e47292e86_2220) | | | [Form 10-K Summary](#i925e63e440e84882b6df828e47292e86_2220) | | | [122](#i925e63e440e84882b6df828e47292e86_2220) | | |

| | | | [Signatures](#i925e63e440e84882b6df828e47292e86_265) | | | [123](#i925e63e440e84882b6df828e47292e86_265) | | |

As of October 31, [removed: 2021,] [added: 2022,] we owned or leased a total of approximately [removed: 6.6] [added: 6.7] million square feet of space worldwide.

Of that, we owned approximately [removed: 4.6] [added: 4.7] million square feet and leased the remaining 2.0 million square feet.

Our sales and support facilities occupied a total of approximately [removed: 0.8] [added: 0.7] million square feet.

Our manufacturing plants, R&D facilities and warehouse and administrative facilities occupied approximately [removed: 5.8] [added: 6.0] million square feet.

*Life Sciences & Applied Markets Business.* Our life sciences and applied markets business has manufacturing and R&D facilities in Australia, China, Germany, Italy, [added: Japan,] Malaysia, [added: Netherlands,] Singapore, United Kingdom and the United States.

*Agilent CrossLab Business.* Our direct service delivery organization is regionally based and operating in 29 countries.

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

As of December [removed: 2, 2021,] [added: 1, 2022,] there were [removed: 19,236] [added: 18,545] 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: 16, 2022,] [added: 15, 2023,] 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: 2016] [added: 2017] and the reinvestment of all dividends.

[removed: ][added: ]

| Company Name / Index | | | [removed: 10/31/2016 | | |] 10/31/2017 | | | 10/31/2018 | | | 10/31/2019 | | | 10/31/2020 | | | 10/31/2021 | | | [added: 10/31/2022 | | |]

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: 2021.][added: 2022.]

The total number of shares of common stock purchased by the company during the fiscal year ended October 31, [removed: 2021] [added: 2022] was [removed: 6,072,532] [added: 8,368,478] shares.

As of October 31, [removed: 2021,] [added: 2022,] all repurchased shares to date have been retired.

| Agilent Technologies | | | 100 | | | 96.10 | | | 113.35 | | | 154.08 | | | 239.05 | | | 211.34 | | |

| S&P 500 | | | 100 | | | 107.35 | | | 122.72 | | | 134.64 | | | 192.42 | | | 164.31 | | |

| Peer Group | | | 100 | | | 109.48 | | | 119.77 | | | 133.99 | | | 183.53 | | | 181.23 | | |

| August 1, 2022 through August 31, 2022 | | | | | | 293,540 | | | | | | $ | 132.94 | | | | | 293,540 | | | | | | $ | 534 | |

| September 1, 2022 through September 30, 2022 | | | | | | 392,890 | | | | | | $ | 128.47 | | | | | 392,890 | | | | | | $ | 483 | |

| October 1, 2022 through October 31, 2022 | | | | | | 350,791 | | | | | | $ | 129.65 | | | | | 350,791 | | | | | | $ | 438 | |

| Total | | | | | | 1,037,221 | | | | | | $ | 130.14 | | | | | 1,037,221 | | | | | | | | |

| Agilent Technologies | | | 100 | | | 157.65 | | | 151.50 | | | 178.70 | | | 242.91 | | | 376.87 | | |

| S&P 500 | | | 100 | | | 123.63 | | | 132.71 | | | 151.73 | | | 166.46 | | | 237.90 | | |

| Peer Group | | | 100 | | | 124.70 | | | 135.90 | | | 148.46 | | | 165.19 | | | 222.11 | | |

| August 1, 2021 through August 31, 2021 | | | | | | 282,919 | | | | | | $ | 163.12 | | | | | 282,919 | | | | | | $ | 1,667 | |

| September 1, 2021 through September 30, 2021 | | | | | | 283,569 | | | | | | $ | 172.02 | | | | | 283,569 | | | | | | $ | 1,618 | |

| October 1, 2021 through October 31, 2021 | | | | | | 264,003 | | | | | | $ | 154.47 | | | | | 264,003 | | | | | | $ | 1,577 | |

| Total | | | | | | 830,491 | | | | | | $ | 163.41 | | | | | 830,491 | | | | | | | | |

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

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

| [Report of Independent Registered Public Accounting [removed: Firm](#i925e63e440e84882b6df828e47292e86_142)] [added: Firm](#i6b4177cdf7be4be5ab6ee92712358089_145) \- (PCAOB ID: 238)] | | | | | | [removed: [55](#i925e63e440e84882b6df828e47292e86_142)] | | | [added: | | | [54](#i6b4177cdf7be4be5ab6ee92712358089_145) | | |]

| [Consolidated Statement of Operations for each of the three years in the period ended October 31, [removed: 202](#i925e63e440e84882b6df828e47292e86_148)[1](#i925e63e440e84882b6df828e47292e86_148)] [added: 202](#i6b4177cdf7be4be5ab6ee92712358089_151)[2](#i6b4177cdf7be4be5ab6ee92712358089_151)] | | | | | | [removed: [58](#i925e63e440e84882b6df828e47292e86_148)] | | | [added: | | | [56](#i6b4177cdf7be4be5ab6ee92712358089_151) | | |]

| [Consolidated Statement of Comprehensive Income for each of the three years in the period ended October 31, [removed: 202](#i925e63e440e84882b6df828e47292e86_151)[1](#i925e63e440e84882b6df828e47292e86_151)] [added: 202](#i6b4177cdf7be4be5ab6ee92712358089_154)[2](#i6b4177cdf7be4be5ab6ee92712358089_154)] | | | | | | [removed: [59](#i925e63e440e84882b6df828e47292e86_151)] | | | [added: | | | [57](#i6b4177cdf7be4be5ab6ee92712358089_154) | | |]

| [Consolidated Balance Sheet at October 31, [removed: 202](#i925e63e440e84882b6df828e47292e86_154)[1](#i925e63e440e84882b6df828e47292e86_154)] [added: 202](#i6b4177cdf7be4be5ab6ee92712358089_157)[2](#i6b4177cdf7be4be5ab6ee92712358089_157)] [and [removed: 20](#i925e63e440e84882b6df828e47292e86_154)[20](#i925e63e440e84882b6df828e47292e86_154)] [added: 202](#i6b4177cdf7be4be5ab6ee92712358089_157)[1](#i6b4177cdf7be4be5ab6ee92712358089_157)] | | | | | | [removed: [60](#i925e63e440e84882b6df828e47292e86_154)] | | | [added: | | | [58](#i6b4177cdf7be4be5ab6ee92712358089_157) | | |]

| [Consolidated Statement of Cash Flows for each of the three years in the period ended October 31, [removed: 202](#i925e63e440e84882b6df828e47292e86_157)[1](#i925e63e440e84882b6df828e47292e86_157)] [added: 202](#i6b4177cdf7be4be5ab6ee92712358089_160)[2](#i6b4177cdf7be4be5ab6ee92712358089_160)] | | | | | | [removed: [61](#i925e63e440e84882b6df828e47292e86_157)] | | | [added: | | | [59](#i6b4177cdf7be4be5ab6ee92712358089_160) | | |]

| [Consolidated Statement of Equity for each of the three years in the period ended October 31, [removed: 202](#i925e63e440e84882b6df828e47292e86_160)[1](#i925e63e440e84882b6df828e47292e86_160)] [added: 202](#i6b4177cdf7be4be5ab6ee92712358089_163)[2](#i6b4177cdf7be4be5ab6ee92712358089_163)] | | | | | | [removed: [62](#i925e63e440e84882b6df828e47292e86_160)] | | | [added: | | | [60](#i6b4177cdf7be4be5ab6ee92712358089_163) | | |]

| [Notes to Consolidated Financial [removed: Statements](#i925e63e440e84882b6df828e47292e86_163)] [added: Statements](#i6b4177cdf7be4be5ab6ee92712358089_166)] | | | | | | [removed: [63](#i925e63e440e84882b6df828e47292e86_163)] | | | [added: | | | [61](#i6b4177cdf7be4be5ab6ee92712358089_166) | | |]

We have audited the accompanying consolidated balance sheets of Agilent Technologies, Inc. and its subsidiaries (the “Company”) as of October 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the related consolidated statements of operations, of comprehensive income, of equity and of cash flows for each of the three years in the period ended October 31, [removed: 2021,] [added: 2022,] including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended October 31, [removed: 2021] [added: 2022] 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: 2021,] [added: 2022,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework*] [added: 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended October 31, [removed: 2021] [added: 2022] 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: 2021,] [added: 2022,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework*] [added: Framework] (2013) issued by the COSO.

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 [removed: 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.]

As described in Note [removed: 6] [added: 5] to the consolidated financial statements, the Company has recorded liabilities for uncertain tax positions of [removed: $159] [added: $144] million as of October 31, [removed: 2021.][added: 2022.]

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

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

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

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Products | | | $ | [removed: 4,756] [added: 5,187] | | | | | $ | [removed: 3,993] [added: 4,756] | | | | | $ | [removed: 3,877] [added: 3,993] | |

| Services and other | | | [removed: 1,563] [added: 1,661] | | | | | | [removed: 1,346] [added: 1,563] | | | | | | [removed: 1,286] [added: 1,346] | | |

| Total net revenue | | | [removed: 6,319] [added: 6,848] | | | | | | [removed: 5,339] [added: 6,319] | | | | | | [removed: 5,163] [added: 5,339] | | |

| Cost of products | | | [removed: 2,078] [added: 2,242] | | | | | | [removed: 1,796] [added: 2,078] | | | | | | [removed: 1,680] [added: 1,796] | | |

| Cost of services and other | | | [removed: 834] [added: 884] | | | | | | [removed: 706] [added: 834] | | | | | | [removed: 678] [added: 706] | | |

| Total costs | | | [removed: 2,912] [added: 3,126] | | | | | | [removed: 2,502] [added: 2,912] | | | | | | [removed: 2,358] [added: 2,502] | | |

| Research and development | | | [removed: 441] [added: 467] | | | | | | [removed: 495] [added: 441] | | | | | | [removed: 404] [added: 495] | | |

| Selling, general and administrative | | | [removed: 1,619] [added: 1,637] | | | | | | [removed: 1,496] [added: 1,619] | | | | | | [removed: 1,460] [added: 1,496] | | |

| Total costs and expenses | | | [removed: 4,972] [added: 5,230] | | | | | | [removed: 4,493] [added: 4,972] | | | | | | [removed: 4,222] [added: 4,493] | | |

| Income from operations | | | [removed: 1,347] [added: 1,618] | | | | | | [removed: 846] [added: 1,347] | | | | | | [removed: 941] [added: 846] | | |

| Interest income | | | [removed: 2] [added: 9] | | | | | | [removed: 8] [added: 2] | | | | | | [removed: 36] [added: 8] | | |

| Interest expense | | | [removed: (81)] [added: (84)] | | | | | | [removed: (78)] [added: (81)] | | | | | | [removed: (74)] [added: (78)] | | |

| Other income (expense), net | | | [removed: 92] [added: (39)] | | | | | | [removed: 66] [added: 92] | | | | | | [removed: 16] [added: 66] | | |

| Income before taxes | | | [removed: 1,360] [added: 1,504] | | | | | | [removed: 842] [added: 1,360] | | | | | | [removed: 919] [added: 842] | | |

| Provision (benefit) for income taxes | | | [removed: 150] [added: $] | [added: 250] | | | | | [removed: 123] [added: $] | [added: 150] | | | | | [removed: (152)] [added: $] | [added: 123] | |

| Net income | | | $ | [removed: 1,210] [added: 1,254] | | | | | $ | [removed: 719] [added: 1,210] | | | | | $ | [removed: 1,071] [added: 719] | |

| Basic | | | $ | [removed: 3.98] [added: 4.19] | | | | | $ | [removed: 2.33] [added: 3.98] | | | | | $ | [removed: 3.41] [added: 2.33] | |

| Diluted | | | $ | [removed: 3.94] [added: 4.18] | | | | | $ | [removed: 2.30] [added: 3.94] | | | | | $ | [removed: 3.37] [added: 2.30] | |

| Basic | | | [removed: 304] [added: 299] | | | | | | [removed: 309] [added: 304] | | | | | | [removed: 314] [added: 309] | | |

| Diluted | | | [removed: 307] [added: 300] | | | | | | [removed: 312] [added: 307] | | | | | | [removed: 318] [added: 312] | | |

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

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.

| Repurchase of common stock | | | (8,368) | | | | | | — | | | | | | (111) | | | | | | (1,028) | | | | | | — | | | | | | (1,139) | | | | | | | | | | | | | | |

| Balance as of October 31, 2022 | | | 295,259 | | | | | | $ | 3 | | | | | $ | 5,325 | | | | | $ | 324 | | | | | $ | (347) | | | | | $ | 5,305 | | | | | | | | | | | | | |

*New Segment Structure.* In the first quarter of fiscal year 2022, we announced a change in organizational structure designed to enable our growth strategies and strengthen our focus on customers.

We also moved BioTek's service revenue and related cost of sales from our life sciences and applied markets business segment to our Agilent CrossLab business segment.

We began reporting under this new structure with the Quarterly Report on Form 10-Q for the period ended January 31, 2022.

Historical financial segment information has been recast to conform to this new presentation in our financial statements and accompanying notes.

There was no change to our diagnostics and genomics business segment.

For products that transfer control over time, revenue is recognized as the performance obligation is satisfied.

Product over time revenue is assessed against the following criteria: the performance creates an asset that the customer controls as the asset is created; the asset has no alternative use; and we have an enforceable right to payment.

We performed a quantitative test for goodwill impairment of the three reporting units as of November 1, 2021, due to the change in our segment structure.

As of November 1, 2021, there was no impairment of goodwill.

significant inputs used in determining the fair value of the indefinite-lived intangible asset to determine whether it is more-likely-than-not (i.e., greater than 50% chance) that the indefinite-lived intangible asset is impaired.

There are no equity investments with readily determinable fair value at October 31, 2022 and $91 million at October 31, 2021.

when available with gains and losses included in net income.

As of October 31, 2022, the fair value of the term loans approximates its carrying value, and the fair value of our senior notes was $1,754 million with a carrying value of $2,133 million.

The change in the fair value compared to carrying value in the year ended October 31, 2022, is primarily due to increased market interest rates.

Amounts associated with cash flow hedges are

| Americas | | | $ | 1,331 | | | | | $ | 567 | | | | | $ | 784 | | | | | $ | 2,682 | |

| Europe | | | 907 | | | | | | 382 | | | | | | 410 | | | | | | 1,699 | | |

| Asia Pacific | | | 1,769 | | | | | | 503 | | | | | | 195 | | | | | | 2,467 | | |

| Total | | | $ | 4,007 | | | | | $ | 1,452 | | | | | $ | 1,389 | | | | | $ | 6,848 | |

| Chemicals and Advanced Materials | | | | | | 1,521 | | | | | | 1,328 | | | | | | 1,154 | | |

| Granted | | | 279 | | | | | | $ | 158 | |

| Exercised | | | (108) | | | | | | $ | 38 | |

| Cancelled | | | (17) | | | | | | $ | 130 | |

| Outstanding at October 31, 2022 | | | 1,097 | | | | | | $ | 94 | |

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

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

| $25.00 - $40.00 | | | 69 | | | | | | 1.0 | | | | | | $ | 38 | | | | | $ | 6,958 | | | | | 69 | | | | | | 1.0 | | | | | | $ | 38 | | | | | $ | 6,958 | |

| $40.01 - $50.00 | | | 386 | | | | | | 2.0 | | | | | | $ | 41 | | | | | 37,556 | | | | | | 386 | | | | | | 2.0 | | | | | | $ | 41 | | | | | 37,556 | | |

| $100.00- $110.00 | | | 325 | | | | | | 8.0 | | | | | | $ | 110 | | | | | 9,254 | | | | | | 90 | | | | | | 8.0 | | | | | | $ | 110 | | | | | 2,555 | | |

| $110.01 - $150.00 | | | 65 | | | | | | 8.9 | | | | | | $ | 128 | | | | | 687 | | | | | | 9 | | | | | | 8.5 | | | | | | $ | 127 | | | | | 99 | | |

| $150.01 & Over | | | 252 | | | | | | 9.0 | | | | | | $ | 161 | | | | | — | | | | | | 6 | | | | | | 9.0 | | | | | | $ | 159 | | | | | — | | |

| | | | 1,097 | | | | | | 5.8 | | | | | | $ | 94 | | | | | $ | 54,455 | | | | | 560 | | | | | | 3.1 | | | | | | $ | 54 | | | | | $ | 47,168 | |

| Black Scholes per share value of options granted during fiscal 2022 | | | | | | | | | | | | | | | $ | 39 | |

| Granted | | | 696 | | | | | | $ | 155 | |

| Vested | | | (1,189) | | | | | | $ | 75 | |

| Forfeited | | | (112) | | | | | | $ | 114 | |

| Non-vested at October 31, 2022 | | | 2,103 | | | | | | $ | 114 | |

| | | | | | | | | |

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

| | | | | | | | | |

*Change in Accounting Principles*

As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for leases in 2020 and the manner in which it accounts for revenue from contracts with customers in 2019.

As described in Management’s Report on Internal Control Over Financial Reporting, management has excluded Resolution Bioscience from its assessment of internal control over financial reporting as of October 31, 2021 because it was acquired by the Company in a purchase business combination during 2021.

We have also excluded Resolution Bioscience from our audit of internal control over financial reporting.

Resolution Bioscience is a wholly-owned subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent less than 1% of the related consolidated financial statement amounts as of and for the year ended October 31, 2021.

| | | | | | |

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

| | | | | | |

| December 17, 2021 | | | | | |

| | | | | | |

AGILENT TECHNOLOGIES, INC.

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

AGILENT TECHNOLOGIES, INC.

AGILENT TECHNOLOGIES, INC.

| Treasury lock agreement payment | | | — | | | | | | — | | | | | | (6) | | |

| Payment to acquire intangible assets | | | (1) | | | | | | — | | | | | | (1) | | |

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

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

| Effects of adoption of new accounting standards | | | — | | | | | | — | | | | | | — | | | | | | 33 | | | | | | (7) | | | | | | 26 | | | | | | — | | | | | | 26 | | |

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

| Repurchase of common stock | | | (10,436) | | | | | | — | | | | | | (143) | | | | | | (580) | | | | | | — | | | | | | (723) | | | | | | — | | | | | | (723) | | |

*Revenue Recognition.* On November 1, 2018, we adopted Accounting Standard Codification Topic 606, *Revenue from Contracts with Customers*, (“ASC 606’’) using the modified retrospective approach only to contracts not completed as of this date.

Therefore, results for reporting periods beginning in fiscal year 2019 are presented under ASC 606.

Product revenue, including sales to

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

involve significant estimates and assumptions related to revenue growth rates and discount rates.

This compares to a fair value of $2,446 million with a carrying value of $2,284 million as of October 31, 2020.

For option contracts, we exclude time value from the measurement of effectiveness.

rates which approximate to average exchange rates in effect during each period.

In June 2016, the Financial Accounting Standards Board ("FASB") issued new guidance to require a financial asset measured at amortized cost basis, such as accounts receivable, to be presented at the net amount expected to be collected based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount.

During 2018 and 2019, the FASB issued additional guidance and clarification.

In January 2017, the FASB issued new guidance that simplifies the measurement of goodwill impairment by eliminating the Step 2 requirement that an entity compute the implied fair value of goodwill based on the fair values of its assets and liabilities to measure impairment.

Instead, goodwill impairment will be measured as the difference between the fair value of the reporting unit and the carrying value of the reporting unit.

The standard also clarifies the treatment of the income tax effect of tax deductible goodwill when measuring goodwill impairment loss.

In August 2018, the FASB issued updates to improve the disclosure requirements for fair value measurements in Topic 820, Fair Value Measurement which eliminates certain disclosure requirements and modifies others.

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: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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: 2021] [added: 2022,] 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: 2021] [added: 2022] 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.

We completed the acquisition of Resolution Bioscience on April 15, 2021.

Management excluded Resolution Bioscience from its assessment of the effectiveness of our internal control over financial reporting as of October 31, 2021.

Resolution Bioscience constituted less than 1 percent of our total revenue for the period ending October 31, 2021 and less than 1 percent of total assets, excluding acquired goodwill and other intangible assets, as of October 31, 2021.

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: 16, 2022.][added: 15, 2023.]

Information regarding our executive officers appears in Item 1 of this report under [removed: “Executive Officers of the Registrant.”] [added: “Information about our Executive Officers.”] 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 [removed: 2021.][added: 2022.]

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

The following table summarizes information about our equity compensation plans as of October 31, [removed: 2021.][added: 2022.]

| Equity compensation plans approved by security holders (1)(2)(3) | | | [removed: 3,462,674] [added: 3,200,424] | | | | | | $ | [removed: 69] [added: 94] | | | | | [removed: 48,649,535] [added: 46,355,914] | | |

(1)The number of securities remaining available for future issuance in column (c) includes [removed: 25,365,340] [added: 24,859,446] shares of common stock authorized and available for issuance under our current Employee Stock Purchase Plan ("ESPP").

The 2018 Plan provides for the grant of awards in the form of stock options, stock appreciation rights, [added: restricted stock, restricted stock units, performance shares and performance units with performance-based conditions to vesting or exercisability, and cash awards.]

| Total | | | 3,200,424 | | | | | | $ | 94 | | | | | 46,355,914 | | |

| Total | | | 3,462,674 | | | | | | $ | 69 | | | | | 48,649,535 | | |

restricted stock, restricted stock units, performance shares and performance units with performance-based conditions to vesting or exercisability, and cash awards.

See Index to Consolidated Financial Statements under Item 8 on Page [removed: 54] [added: 53] of this report.

| Tax valuation allowance | | | | | | $ | [removed: 135] [added: 120] | | | | | $ | [removed: 9] [added: 7] | | | | | $ | [removed: (10)] [added: (12)] | | | | | $ | [removed: 134] [added: 115] | |

| 2.1 | | | | | | | | | [Separation and Distribution Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc. (pursuant to Item 601(b)(2) of Regulation S-K, schedules to the Separation and Distribution Agreement have been omitted; they will [removed: be supplementally provided] [added: be](http://www.sec.gov/Archives/edgar/data/1090872/000110465914056956/a14-17959_1ex2d1.htm) [supple mentally](http://www.sec.gov/Archives/edgar/data/1090872/000110465914056956/a14-17959_1ex2d1.htm) [provided] to the SEC upon request)](http://www.sec.gov/Archives/edgar/data/1090872/000110465914056956/a14-17959_1ex2d1.htm) | | | | | | 8-K | | | | | | 8/5/2014 | | | | | | 2.1 | | | | | | | | |

| 4.2 | | | | | | | | | [Indenture, dated October 24, 2007, between Agilent Technologies, Inc. and the trustee for the debt securities.](http://www.sec.gov/Archives/edgar/data/1090872/000104746907007874/a2179791zex-4_01.htm) | | | | | | S-3ASR | | | | | | 10/24/2007 | | | | | | [removed: 4.01] [added: 4.0] | | | | | | | | |

| 4.3 | | | | | | | | | [removed: [Seventh] [added: [Eighth] Supplemental Indenture, dated as of [removed: June 21, 2013,] [added: September 22, 2016,] between the Company and U.S. Bank National Association and Form of Global Note for the Company’s [removed: 3.875%] [added: 3.050%] Senior [removed: Notes] [added: Note] due [removed: 2023.](http://www.sec.gov/Archives/edgar/data/1090872/000110465913050790/a13-14981_4ex4d01.htm)] [added: 2026](http://www.sec.gov/Archives/edgar/data/1090872/000110465916146132/a16-18795_1ex4d01.htm)] | | | | | | 8-K | | | | | | [removed: 6/21/2013] [added: 9/22/2016] | | | | | | 4.01 | | | | | | | | |

| [removed: 4.4] [added: 4.5] | | | | | | | | | [removed: [Eighth] [added: [First] Supplemental Indenture, dated as of September [removed: 22, 2016,] [added: 16, 2019,] between the Company and U.S. Bank National Association and Form of [removed: Global Note for the Company’s 3.050%] [added: 2.750%] Senior Note due [removed: 2026](http://www.sec.gov/Archives/edgar/data/1090872/000110465916146132/a16-18795_1ex4d01.htm)] [added: 2029](http://www.sec.gov/Archives/edgar/data/1090872/000119312519245863/d794895dex42.htm)] | | | | | | 8-K | | | | | | [removed: 9/22/2016] [added: 9/16/2019] | | | | | | [removed: 4.01] [added: 4.2] | | | | | | | | |

| [removed: 4.5] [added: 4.4] | | | | | | | | | [Indenture, dated as of September 16, 2019, between the Company and U.S. Bank National Association](http://www.sec.gov/Archives/edgar/data/1090872/000119312519245863/d794895dex41.htm) | | | | | | 8-K | | | | | | 9/16/2019 | | | | | | 4.1 | | | | | | | | |

| 4.6 | | | | | | | | | [removed: [First] [added: [Second] Supplemental Indenture, dated as of [removed: September 16, 2019,] [added: June 4, 2020,] between the Company and U.S. Bank National Association and Form of [removed: 2.750%] [added: 2.100%] Senior Note due [removed: 2029](http://www.sec.gov/Archives/edgar/data/1090872/000119312519245863/d794895dex42.htm)] [added: 2030](http://www.sec.gov/Archives/edgar/data/1090872/000119312520160693/d926408dex41.htm)] | | | | | | 8-K | | | | | | [removed: 9/16/2019] [added: 6/4/2020] | | | | | | [removed: 4.2] [added: 4.1] | | | | | | | | |

| [removed: 4.8] [added: 4.7] | | | | | | | | | [Indenture dated as of March 12, 2021, between the Company and Citibank, N.A.](http://www.sec.gov/Archives/edgar/data/1090872/000119312521079841/d90192dex41.htm) | | | | | | 8-K | | | | | | 3/12/2021 | | | | | | 4.1 | | | | | | | | |

| [removed: 4.9] [added: 4.8] | | | | | | | | | [First Supplemental Indenture, dated as of March 12, 2021, between the Company and Citibank, N.A. and Form of Global Note for the Company’s 2.300% Senior Notes due 2031.](http://www.sec.gov/Archives/edgar/data/1090872/000119312521079841/d90192dex42.htm) | | | | | | 8-K | | | | | | 3/12/2021 | | | | | | 4.2 | | | | | | | | |

| [removed: 4.10] [added: 4.9] | | | | | | | | | [Description of Securities](http://www.sec.gov/Archives/edgar/data/1090872/000109087219000022/a-10312019xexx48.htm) | | | | | | 10-K | | | | | | 12/19/2019 | | | | | | 4.8 | | | | | | | | |

| [removed: 10.39] [added: 10.40] | | | | | | | | | [Incremental Assumption Agreement dated as of April 21, 2021, by and among the Company, the Lenders party thereto and BNP Paribas, as Administrative Agent](http://www.sec.gov/Archives/edgar/data/1090872/000156459021020108/a-ex101_6.htm) | | | | | | 8-K | | | | | | 4/22/2021 | | | | | | 10.1 | | | | | | | | |

| [removed: 10.40] [added: 10.42] | | | | | | | | | [Letter of Terms and Conditions International Long Term Assignment, by and among Jacob Thaysen and the Company*](http://www.sec.gov/Archives/edgar/data/1090872/000109087214000045/a-10312014xexx1062.htm) | | | | | | 10-K | | | | | | 12/22/2014 | | | | | | 10.62 | | | | | | | | |

| [removed: 10.41] [added: 10.43] | | | | | | | | | [Letter of Terms and Conditions Localization Program by and among Jacob Thaysen and the Company *](http://www.sec.gov/Archives/edgar/data/1090872/000109087215000051/a-10312015xexx1070.htm) | | | | | | 10-K | | | | | | 12/21/2015 | | | | | | 10.70 | | | | | | | | |

| [removed: 10.42] [added: 10.44] | | | | | | | | | [Letter of Terms and Conditions of U.S. Indefinite Relocation and U.S. Domestic Relocation Agreement, each by and among Michael R. McMullen and the Company*](http://www.sec.gov/Archives/edgar/data/1090872/000109087216000056/a-01312016xex101.htm) | | | | | | 10-Q | | | | | | 3/8/2016 | | | | | | 10.1 | | | | | | | | |

| [removed: 10.43] [added: 10.45] | | | | | | | | | [Letter of Terms and Conditions of U.S. Indefinite Relocation and U.S. Domestic Relocation Agreement, each by and among Robert McMahon and the Company*](http://www.sec.gov/Archives/edgar/data/1090872/000109087218000019/a-10312018xexx1041.htm) | | | | | | 10-K | | | | | | 12/20/2018 | | | | | | 10.41 | | | | | | | | |

| [removed: 10.44] [added: 10.46] | | | | | | | | | [Letter of Terms and Conditions Localization Program by and among Padraig McDonnell and the Company*](http://www.sec.gov/Archives/edgar/data/1090872/000109087220000010/a-04302020xexx102.htm) | | | | | | 10-Q | | | | | | 6/1/2020 | | | | | | 10.2 | | | | | | | | |

| [removed: 10.45] [added: 10.47] | | | | | | | | | [Agilent Technologies, Inc. Excess Benefit Retirement Plan (Amended and Restated Effective May 20, 2014)*](http://www.sec.gov/Archives/edgar/data/1090872/000109087217000018/a-10312017xexx1040.htm) | | | | | | 10-K | | | | | | 12/21/2017 | | | | | | [removed: 10.40] [added: 10.4] | | | | | | | | |

| 21.1 | | | | | | | | | [Significant subsidiaries of Agilent Technologies, Inc. as of October 31, [removed: 202](https://www.sec.gov/Archives/edgar/data/1090872/000109087221000027/a-10312021xexx211.htm)[1](https://www.sec.gov/Archives/edgar/data/1090872/000109087221000027/a-10312021xexx211.htm)[.](https://www.sec.gov/Archives/edgar/data/1090872/000109087221000027/a-10312021xexx211.htm)] [added: 202](https://www.sec.gov/Archives/edgar/data/1090872/000109087222000026/a-10312022xexx211.htm)[2](https://www.sec.gov/Archives/edgar/data/1090872/000109087222000026/a-10312022xexx211.htm)[.](https://www.sec.gov/Archives/edgar/data/1090872/000109087222000026/a-10312022xexx211.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 23.1 | | | | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/1090872/000109087221000027/a-10312021xexx231.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/1090872/000109087222000026/a-10312022xexx231.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 24.1 | | | | | | | | | [Powers of Attorney. Contained in the signature page of this Annual Report on Form [removed: 10-K.](#i925e63e440e84882b6df828e47292e86_268)] [added: 10-K.](#i6b4177cdf7be4be5ab6ee92712358089_277)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 31.1 | | | | | | | | | [Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes‑Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1090872/000109087221000027/a-10312021xexx311.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1090872/000109087222000026/a-10312022xexx311.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 31.2 | | | | | | | | | [Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes‑Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1090872/000109087221000027/a-10312021xexx312.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1090872/000109087222000026/a-10312022xexx312.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 32.1 | | | | | | | | | [Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes‑Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1090872/000109087221000027/a-10312021xexx321.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1090872/000109087222000026/a-10312022xexx321.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 32.2 | | | | | | | | | [Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes‑Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1090872/000109087221000027/a-10312021xexx322.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1090872/000109087222000026/a-10312022xexx322.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 10.39 | | | | | | | | | [Amendment No. 4 to Credit Agreement, dated December 8, 2021, by and among the Company, the Lenders party thereto and BNP Paribas, as Administrative Agent](http://www.sec.gov/Archives/edgar/data/1090872/000156459021060015/a-ex101_6.htm) | | | | | | 8-K | | | | | | 12/10/2021 | | | | | | 10.1 | | | | | | | | |

| 10.41 | | | | | | | | | [Term Loan Agreement, dated as of April 15, 2022, among the Company, the lenders party thereto, Wells Fargo Bank, National Association, as administrative agent.](http://www.sec.gov/Archives/edgar/data/1090872/000119312522108213/d350394dex101.htm) | | | | | | 8-K | | | | | | 4/19/2022 | | | | | | 10.1 | | | | | | | | |

| 2019 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 4.7 | | | | | | | | | [Second Supplemental Indenture, dated as of June 4, 2020, between the Company and U.S. Bank National Association and Form of 2.100% Senior Note due 2030](http://www.sec.gov/Archives/edgar/data/1090872/000119312520160693/d926408dex41.htm) | | | | | | 8-K | | | | | | 6/4/2020 | | | | | | 4.1 | | | | | | | | |

Date: December [removed: 17, 2021][added: 20, 2022]

| /s/ MICHAEL R. MCMULLEN | | | | | | Director, President and Chief Executive Officer | | | | | | December [removed: 17, 2021] [added: 20, 2022] | | |

| /s/ ROBERT W. MCMAHON | | | | | | Senior Vice President and Chief Financial Officer | | | | | | December [removed: 17, 2021] [added: 20, 2022] | | |

| /s/ RODNEY GONSALVES | | | | | | Vice President, Corporate Controllership | | | | | | December [removed: 17, 2021] [added: 20, 2022] | | |

| /s/ KOH BOON HWEE | | | | | | Chairman of the Board of Directors | | | | | | December [removed: 17, 2021] [added: 20, 2022] | | |

| /s/ MALA ANAND | | | | | | Director | | | | | | December [removed: 17, 2021] [added: 20, 2022] | | |

| /s/ HANS E. BISHOP | | | | | | Director | | | | | | December [removed: 17, 2021] [added: 20, 2022] | | |

| /s/ OTIS W. BRAWLEY, M.D. | | | | | | Director | | | | | | December [removed: 17, 2021] [added: 20, 2022] | | |

| /s/ G. MIKAEL DOLSTEN, M.D., PH.D. | | | | | | Director | | | | | | December [removed: 17, 2021] [added: 20, 2022] | | |

| /s/ HEIDI KUNZ | | | | | | Director | | | | | | December [removed: 17, 2021] [added: 20, 2022] | | |

| /s/ DANIEL K. PODOLSKY, M.D. | | | | | | Director | | | | | | December [removed: 17, 2021] [added: 20, 2022] | | |

| /s/ SUE H. RATAJ | | | | | | Director | | | | | | December [removed: 17, 2021] [added: 20, 2022] | | |

| /s/ GEORGE A. SCANGOS, Ph.D. | | | | | | Director | | | | | | December [removed: 17, 2021] [added: 20, 2022] | | |

| /s/ DOW R. WILSON | | | | | | Director | | | | | | December [removed: 17, 2021] [added: 20, 2022] | | |

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

| /s/ PAUL N. CLARK | | | | | | Director | | | | | | December 17, 2021 | | |

| Paul N. Clark | | | | | | | | | | | | | | |