Agilent Technologies (A) 10-K risk factor changes: FY2023 vs FY2022

[removed: The] [added: Public health crises such as the] COVID-19 pandemic [removed: has] [added: may] adversely [removed: impacted,] [added: impact,] and [removed: continues to] pose risks to, certain elements of our business, results of operations and financial condition, the nature and extent of which are highly uncertain and unpredictable.

[removed: The] [added: For example, the recent] global spread of COVID-19 [removed: had, and may continue to have,] [added: had] an adverse impact on our operations, sales and delivery and supply chains.

[removed: The COVID-19 pandemic] [added: Public health crises may] also [removed: impacted] [added: impact] our supply chain as we [removed: experienced] [added: could experience] disruptions or delays in shipments of certain materials or components of our products.

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

As [removed: COVID-19] conditions [removed: improved,] [added: improve,] there [removed: have been] [added: may be] increases in demand for certain of our products, which [removed: posed] [added: could pose] challenges to our supply chain.

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

- reduced demand [added: and longer sales cycle] for our products, delays in the shipment of orders, or increases in order cancellations;

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

Research and development budgets fluctuate due to changes in available resources, consolidation, spending priorities, general economic [removed: conditions] [added: conditions, medical reimbursement policies] and institutional and governmental budgetary policies.

Foreign currency movements for the year ended October 31, [removed: 2022,] [added: 2023,] had an overall unfavorable impact on revenue of approximately [removed: 4] [added: 2] percentage points when compared to the same period last year.

- 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 [added: pandemics like] the [removed: COVID-19 pandemic,] [added: COVID-19,] the [added: current conflicts in] Ukraine/Russia [removed: conflict] and [added: the Middle East, and] political and trade uncertainties in the greater China region;

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

[added: 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.

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

Such laws demand that we implement, test, and monitor an effective compliance [removed: program.][added: program, in order to detect and prevent instances of non-compliance.]

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

[removed: The Toxic Substances] Control Act prohibits persons from manufacturing any chemical in the United States that has not been reviewed by the EPA for its effect on health and safety and placed on an EPA inventory of chemical substances.

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 [removed: liabilities] [added: liabilities,] may or do require remediation.

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 [added: 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 [removed: U.S.] [added: U.S., local] and foreign governments, making compliance more difficult and uncertain.

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 risks, including resource scarcity, rationing or unexpected costs from increases in fuel and raw material prices that may be caused by extreme weather [added: conditions.]

[removed: In] addition, several of our facilities could be subject to a catastrophic loss caused by earthquake due to their locations.

In addition, our facilities in California are susceptible to extreme weather conditions such as [removed: drought] [added: drought, flooding] and wildfires.

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

We are party to a [removed: $1.35] [added: $1.5] billion five-year unsecured credit facility that will expire on [removed: March 13, 2024] [added: June 7, 2028] and a $600 million term loan facility that matures on April 15, 2025.

Furthermore, we are permitted pursuant to the credit agreement to establish incremental facilities of up to [removed: $500] [added: $750] million.

As of October 31, [removed: 2022,] [added: 2023,] we had no borrowings outstanding under the credit [removed: facility or] [added: facility,] the incremental [removed: facilities.][added: facilities and the uncommitted money market line credit facility.]

The timing, declaration, amount and payment of any future dividends fall within the discretion of our Board of Directors and will depend on many factors, including our available cash, estimated cash needs, earnings, financial condition, operating results, capital requirements, as well as limitations in our contractual agreements, applicable law, regulatory constraints, industry practice and [removed: other business considerations that our Board of Directors considers relevant.]

As of October 31, [removed: 2022,] [added: 2023,] we had cash and cash equivalents of approximately [removed: $1,053] [added: $1,590] million invested or held in a mix of money market funds, time deposit accounts and bank demand deposit accounts.

Also, longer sales cycles for our products may impact our expectations of orders for future fiscal quarters.

prospects;

fines, penalties and other damages.

The Toxic Substances

In addition, we face increasing scrutiny from stakeholders with respect to environmental, social and governance (“ESG”) practices and disclosures.

Also, various legal and regulatory requirements specific to ESG matters in the U.S., local or other jurisdictions in which we operate are complex, change frequently and have tended to become more stringent.

For instance, we are subject to various laws against forced labor which have been promulgated by many regulatory authorities in the jurisdictions where we operate.

Any failure to adequately address stakeholder expectations with respect to ESG matters may result in noncompliance and adverse impact on our business, financial results, stock price or reputation.

For example, our ability to achieve our current and future ESG goals is uncertain and remains subject to numerous risks, including evolving regulatory requirements and stakeholder expectations, our ability to recruit and retain a diverse workforce, the availability of suppliers and other business partners that can meet our ESG expectations and standards, cost considerations and the development and availability of cost-effective technologies or resources that support our ESG goals.

In

Concern over increasingly prevalent cyberattacks or other forms of security breaches of information technology systems can result in additional legal and regulatory requirements in the markets we operate our business and may lead to increased compliance burdens and costs to meet the regulatory obligations.

The Organization for Economic Co-operation and Development (OECD), an international association comprised of 38 countries, including the United States, has made changes and is contemplating additional changes to numerous long-standing

tax principles.

There can be no assurance that these changes and any contemplated changes if and when finalized, once adopted by countries, will not have an adverse impact on our provision for income taxes.

We also entered into an Uncommitted Money Market Line Credit agreement which provides for an aggregate borrowing capacity of $300 million.

The credit facility is an uncommitted short-term cash advance facility where each request must be at least $1 million.

As of October 31, 2023, we had no borrowings outstanding under our U.S. commercial paper program.

other business considerations that our Board of Directors considers relevant.

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.

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

The impact of the pandemic may increase the possibility of uncertainty in the global financial markets, high inflation and extended economic downturn, which could reduce our ability to incur debt or access capital and impact our results and financial condition even after local conditions improve.

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

As COVID-19 conditions 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 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.

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

surveillance activities.

contamination at material levels is found to exist.

conditions.

regulations in multiple jurisdictions.

On June 18, 2021, we increased the maximum amount of our commercial paper program to $1.35 billion.

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.

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

[added: *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, [added: 2023 and] 2022, we had $600 million borrowings outstanding under the term loan facility and had [removed: a] weighted average interest [removed: rate] [added: rates] of [added: 6.22 percent and] 3.98 [removed: percent.][added: percent, respectively.]

We were in compliance with the covenants for the term loan during the year ended October 31, [removed: 2022.][added: 2023.]

On May 4, 2022, we used the proceeds from the term loan facility and repaid the $600 million outstanding aggregate principal amount of our [added: 3.875%] 2023 senior notes.

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

Net revenue increased in all business segments, geographic regions and most key end [removed: markets.][added: markets compared to 2021.]

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

Agilent's net revenue of [removed: $6,319] [added: $6,848] million increased [removed: 18] [added: 8] percent in [removed: 2021] [added: 2022] when compared to [removed: 2020.][added: 2021.]

Foreign currency movements for [removed: 2021] [added: 2023] had an overall [removed: favorable] [added: unfavorable] impact on revenue growth of [removed: 3] [added: 2] percentage points when compared to [removed: 2020.][added: 2022.]

Revenue in the life sciences and applied markets business [removed: increased 18] [added: decreased 4] percent in [removed: 2021] [added: 2023] when compared to [removed: 2020.][added: 2022.]

Foreign currency movements had an overall [removed: favorable] [added: unfavorable] impact on revenue growth of [removed: 3] [added: 2] percentage points in [removed: 2021] [added: 2023] when compared to [removed: 2020.][added: 2022.]

Revenue in the diagnostics and genomics business increased [removed: 24] [added: 1] percent in [removed: 2021] [added: 2023] when compared to [removed: 2020.][added: 2022.]

Revenue in the Agilent CrossLab business increased [removed: 16] [added: 8] percent in [removed: 2021] [added: 2023] when compared to [removed: 2020.][added: 2022.]

Foreign currency movements had an overall [removed: favorable] [added: unfavorable] impact on revenue growth of [removed: 4] [added: 2] percentage points in [removed: 2021] [added: 2023] when compared to [removed: 2020.][added: 2022.]

Net income was [removed: $1,254] [added: $1,240] million in [removed: 2022] [added: 2023] compared to net income of [removed: $1,210] [added: $1,254] million and [removed: $719] [added: $1,210] million in [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

As of October 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] we had cash and cash equivalents balances of [removed: $1,053] [added: $1,590] million and [removed: $1,484] [added: $1,053] million, respectively.

*2019 Repurchase Program.* During the year ended October 31, [removed: 2020,] [added: 2021,] we repurchased and retired [removed: 5.2] [added: 3.1] million shares for [removed: $469] [added: $365] million under [removed: the 2019 repurchase program] [added: this] authorization.

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

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

As of October 31, [removed: 2022,] [added: 2023,] we had remaining authorization to repurchase up to approximately [removed: $438] [added: $1,524] million of our common stock under the [removed: 2021] [added: 2023] repurchase program.

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

[added: *Dividends.*] During the year ended October 31, [removed: 2020,] [added: 2023,] cash dividends of [removed: $0.720] [added: $0.900] per share, or [removed: $222] [added: $265] million were declared and paid on the company's outstanding common stock.

On November [removed: 16, 2022] [added: 15, 2023,] we declared a quarterly dividend of [removed: $0.225] [added: $0.236] per share of common stock, or approximately [removed: $66] [added: $69] million which will be paid on January [removed: 25, 2023] [added: 24, 2024,] to shareholders of record as of the close of business on January [removed: 3, 2023.][added: 2, 2024.]

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

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

Those policies are revenue recognition, inventory valuation, retirement and post-retirement plan assumptions, valuation of goodwill and purchased intangible [removed: assets] [added: assets, restructuring] and accounting for income taxes.

[removed: For products that include installation, if the installation meets the criteria to be considered a separate performance obligation,] product revenue is recognized when control has passed to the customer, and recognition of installation revenue occurs once completed.

We estimate the standalone selling price by calculating the average historical selling price of our products and services per [removed: country] [added: geographic region] for each performance obligation.

Standalone lease arrangements are outside the scope of ASC 606 and are therefore accounted for in accordance with ASC 842, Leases ("ASC [removed: 842") beginning in 2020 and ASC 840, Leases ("ASC 840") for prior periods.][added: 842").]

[removed: *Inventory Valuation.*] We assess the valuation of our inventory on a periodic basis and make adjustments to the value for estimated excess and obsolete inventory based upon estimates [added: and assumptions] about future [removed: demand] [added: demand, economic conditions] and actual [removed: usage.][added: usage, which require management judgment.]

Our excess inventory review process includes analysis of [added: inventory levels,] sales [added: trends and] forecasts, managing product rollovers and working with manufacturing to maximize recovery of excess [added: inventory and to estimate and record reserves for excess, slow-moving and obsolete] inventory.

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

For [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the U.S. discount rates were based on the results of matching expected plan benefit payments with cash flows from a hypothetically constructed bond portfolio.

In [removed: 2022,] [added: 2023,] discount rates for the U.S. pension and retiree medical plans increased compared to the previous year due to the increase in the corporate bond rates.

For [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the discount rates for non-U.S. plans were generally based on published rates for high quality corporate bonds and in [removed: 2022,] [added: 2023, mostly] increased compared to the previous year.

If we had changed our discount rate by 1 percent, the impact would have been approximately [removed: $3] [added: $1] million on U.S. pension expense and [removed: $16] [added: $11] million on non-U.S. pension expense for the year ended October 31, [removed: 2022.][added: 2023.]

For most Non-U.S. Plans and U.S. Post-Retirement Benefit Plans, gains and losses are amortized [added: over the average remaining future service period or remaining lifetime of participants depending upon the plan,] using a separate layer for each year's gains and losses.

In the U.S., target asset allocations for our retirement and post-retirement benefit plans were approximately 50 percent to equities and approximately 50 percent to fixed income investments as of October 31, [removed: 2022.][added: 2023.]

[added: Our Deferred Profit-Sharing Plan] target asset allocation is approximately 60 percent to equities and approximately 40 percent to fixed income investments.

Announced Exit and Subsequent Divestiture of Resolution Bioscience Business

During the third quarter of fiscal year 2023, we made the decision to exit the Resolution Bioscience business within our diagnostics and genomics segment and recorded a long-lived asset impairment charge of $270 million.

In the fourth quarter of fiscal year 2023, we received an unsolicited offer and entered into an agreement to divest the Resolution Bioscience business for $50 million.

As a result, we recorded a gain on the divestiture of $43 million in other income and expense, net in the statement of operations, which included an adjustment to goodwill of $13 million.

Agilent's net revenue of $6,833 million in 2023 was slightly down when compared to 2022.

Net revenue declined in our life sciences and applied markets segment, in the pharmaceutical market and in the Asia Pacific region primarily related to weaker demand in China and an overall pressure on our customers' capital expenditures compared to the same period last year.

The net revenue decline was partially offset by revenue growth from our other segments primarily in Agilent CrossLab.

Net income in 2023 was impacted by the asset impairment charges primarily related to the exit of our Resolution Bioscience business and lower tax expense.

During the year ended October 31, 2023 we repurchased and retired 661,739 shares for $99 million, excluding excise taxes, under this authorization.

On March 1, 2023, the 2021 repurchase program was terminated and the remaining authorization of $339 million expired.

*2023 Repurchase Program.* On January 9, 2023, we announced that our board of directors had approved a share repurchase program (the "2023 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 2023 repurchase program authorizes the purchase of up to $2.0 billion, excluding excise taxes, of our common stock at the company's discretion and has no fixed termination date.

The 2023 repurchase program does not require the company to acquire a specific number of shares and may be suspended, amended or discontinued at any time.

The 2023 repurchase program commenced on March 1, 2023, and also terminated and replaced the 2021 repurchase program.

During the year ended October 31, 2023 we repurchased and retired 3.9 million shares for $476 million, excluding excise taxes, under this authorization.

The Inflation Reduction Act of 2022, which was enacted into law on August 16, 2022, imposed a nondeductible 1% excise tax on the net value of certain stock repurchases made after December 31, 2022.

As a result, we recorded the applicable excise tax of $3.2 million during the year ended October 31, 2023, as an incremental cost of the shares repurchased and a corresponding liability for the excise tax payable in other accrued liabilities on our consolidated balance sheet.

While we anticipate a challenging macroeconomic environment, particularly in China, and an overall pressure on our customers' capital expenditures in the near-term, we remain optimistic about our long-term growth opportunities in all of our key end markets.

For products that include installation, if the installation meets the criteria to be considered a separate performance obligation,

*Inventory Valuation.* Inventory is valued at standard cost, which approximates actual cost computed on a first-in, first-out basis, not in excess of market value.

Other important assumptions include

Based on the results of our quantitative testing, there was no impairment of goodwill as of September 30, 2023.

*Restructuring.* The main components of our restructuring plan are related to workforce reductions, consolidation of excess leased facilities and site closures.

Workforce reduction charges are accrued when payment of benefits becomes probable that the employees are entitled to the severance and the amounts can be estimated.

Consolidation of facilities costs primarily consists of accelerated depreciation of right-of-use assets classified as held and used.

In accordance with the accounting guidance, it was determined that certain assets had been abandoned, and an assessment was made of the remaining useful lives and potential alternative uses.

If the amounts and timing of cash flows from restructuring activities are significantly different from what we have estimated, the actual amounts of restructuring and other related charges could be materially different, either higher or lower, than those we have recorded.

See Note 15.

"Restructuring and Other Related Costs" for additional information.

Restructuring and Other Related Costs

In the fourth quarter of fiscal year 2023, we initiated a new restructuring plan ("FY23 Plan") designed to reduce costs and expenses in response to the current macroeconomic conditions.

The plan includes a reduction of our total headcount by approximately 400 regular employees, representing approximately 2 percent of our global workforce, and the consolidation of our excess facilities, including some site closures.

In connection with this plan, we have recorded approximately $46 million in restructuring and other related costs in fiscal year 2023.

These costs include severance and other personnel costs associated with the workforce reduction.

The consolidation of excess facilities includes accelerated depreciation expenses of right-of-use ("ROU") and machinery and equipment assets and other facilities-related costs.

The timing and scope of the workforce reductions will vary based on local legal requirements.

These actions impact all three of our business segments.

The costs associated with this restructuring plan have not been allocated to our business segments' results; however, each business segment will benefit from the future costs savings from these actions.

When completed, the restructuring program is expected to result in a reduction of $80 million in annual cost of sales and operating expenses over the three business segments.

While the majority of the workforce reduction will be completed in the first quarter of 2024, we expect to substantially complete the remaining restructuring activities by the end of fiscal year 2024.

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.

COVID-19 Pandemic

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

In fiscal 2022, many businesses and countries, including the U.S., continued applying preventative and precautionary measures to mitigate the spread of the virus.

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.

While conditions related to the COVID-19 pandemic 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 variants and the contagiousness of these new variants, the effectiveness of health and safety measures including vaccines and therapies, government and community responses including additional lockdowns, the pace and strength of the economic recovery, supply chain pressures, delivery and installation delays due to variable access to customer sites, among others.

We will continue to actively monitor the effects of the pandemic and will continue to take appropriate steps to mitigate the impacts to our employees and on our business results.

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

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.

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

In May 2022, we recorded a loss on extinguishment of debt of $9 million in other income (expense), net in the consolidated statement of operations.

In addition, $7 million of accrued interest, up to but not including the applicable redemption date, was paid.

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 revenue increased in all business segments, geographic regions and key end markets compared to 2020.

In 2021, acquisitions from 2019 had an overall favorable impact of 7 percentage points when compared to 2020.

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

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.

Our Deferred Profit-Sharing Plan

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

We performed a qualitative test for goodwill impairment of the three reporting units, as of September 30, 2022, our annual impairment test date.

Based on the results of our qualitative testing, we believe that it is more-likely-than-not that the fair value of each reporting unit is greater than its respective carrying value.

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

During the year ended October 31, 2020, we recorded an impairment of in-process research and development of $90 million related to the shutdown of our sequencer development program in our diagnostics and genomics segment.

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

Service revenue was strong across all service regions and from contract services, on-demand repairs and nearly all other service types.

Services sold with instrument sales grew more than twice as fast as the growth in after-market service revenue during that same period.

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

For the year ended October 31, 2021, we saw revenue growth across all key end markets when compared to the same period last year.

Approximately [removed: 56] [added: 52] percent of our revenue in [removed: 2022, 53] [added: 2023, 56] percent of our revenue in [removed: 2021] [added: 2022] and [removed: 52] [added: 53] percent of our revenue in [removed: 2020] [added: 2021] was generated in U.S. dollars.

The overall unfavorable effect of changes in foreign currency exchange rates, principally as a result of the strength of the U.S. [added: dollar, has decreased revenue by approximately 2 percentage points in the year ended October 31, 2023.]

As of October 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] we have three business segments comprised of the life sciences and applied markets business, the diagnostics and genomics business and the Agilent CrossLab business.

Our life sciences and applied markets business provides application-focused solutions that include [removed: instruments] [added: instruments, consumables] and software that enable customers to identify, quantify and analyze the physical and biological properties of substances and products, as well as enable customers in the clinical and life sciences research areas to interrogate samples at the molecular and cellular level.

As of October 31, [removed: 2022,] [added: 2023,] we employed approximately 18,100 people worldwide.

Our primary research and development and manufacturing sites are in California, Colorado, Delaware, Massachusetts, [removed: Texas, Vermont] [added: Texas] and [removed: Washington] [added: Vermont] in the U.S. and in Australia, China, Denmark, Germany, Italy, Japan, Malaysia, Singapore and the United Kingdom.

We employed approximately 6,900 people as of October 31, [removed: 2022] [added: 2023] in our life sciences and applied markets business.

Biopharma companies and, to a somewhat lesser extent, [removed: CROs] [added: CROs, CDMOs] and CMOs typically participate in specific points in the pharmaceutical industry value chain.

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 ("FT-IR") spectrometers, near-infrared ("NIR") [removed: spectrometers, raman spectrometers and sample automation products.]

[removed: We offer a comprehensive suite of workflow solutions to our life science customers with the addition of automated] [added: This includes] liquid [removed: handling] [added: handling, plate management, unique consumables] and [removed: robotics] [added: scheduling software with solutions] that range from standalone instrumentation to bench-top automation solutions.

These solutions strengthen our offering of automated sample preparation [removed: solutions] across a broad range of [removed: applications.][added: applications which are integrated with several of our analytical and NGS platforms across the company.]

Products include a wide range of high and ultra-high vacuum pumps (diffusion, [removed: turbomolecular] [added: turbo molecular] and ion getter), primary vacuum pumps (rotary 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: 53,800] [added: 54,200] customers for our life sciences and applied markets business in fiscal [removed: 2022.][added: 2023.]

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, chemicals and advanced materials and environmental customers and large [added: pharmaceutical company budgets.]

Our manufacturing supports our diverse product range and [removed: customer‑centric] [added: customer-centric] focus.

Inside the U.S., we have manufacturing facilities in California, Delaware, [removed: Massachusetts] [added: Massachusetts, Rhode Island] and Vermont.

Outside of the U.S., we have manufacturing facilities in [added: China,] Germany, [removed: Malaysia] [added: Italy, Malaysia, Netherlands, Singapore] and [removed: Singapore.][added: the United Kingdom.]

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

The broad portfolio of offerings includes immunohistochemistry ("IHC"), in situ hybridization ("ISH"), hematoxylin and eosin [removed: ("H&E") staining and special staining.]

Fourth, we also collaborate with a number of major pharmaceutical companies to develop new potential tissue [removed: and liquid-based] pharmacodiagnostics, also known as companion diagnostics, which may be used to identify patients most likely to benefit from a specific targeted therapy.

We employed approximately [removed: 3,200] [added: 3,100] people as of October 31, [removed: 2022] [added: 2023] in our diagnostics and genomics business.

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

[removed: *Specific Proteins] [added: *Bulk Antibodies] and Flow Cytometry Reagents*

In [removed: these areas,] [added: our Bulk Antibodies business] 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.

In addition to the microarrays, [removed: Agilent's] [added: our] solution includes reagents for sample processing, hardware for reading the microarrays, and software to help users view the data in a meaningful way.

Additionally, [removed: Agilent provides] [added: we provide] a wide range of microarrays to the research market for different types of applications: gene expression, microRNA, methylation, splice variants, and chromatin immunoprecipitation applications.

[removed: *PCR and qPCR] [added: *qPCR] Instrumentation and Molecular Biology Reagents*

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

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

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

We had approximately [removed: 11,900] [added: 11,400] customers for our diagnostics and genomics business in fiscal [removed: 2022.][added: 2023.]

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

The majority of the portfolio is vendor neutral, meaning [removed: Agilent] [added: we] can serve customers regardless of their instrument purchase choices.

Custom [removed: service bundles] [added: services] are tailored to meet the specific application needs of various industries and to keep instruments fully operational and compliant with the respective industry requirements.

Our Agilent CrossLab business employed approximately [removed: 5,300] [added: 5,400] people as of October 31, [removed: 2022.][added: 2023.]

[removed: The] [added: *The*] *Pharmaceutical, Biopharmaceutical, [removed: CRO] [added: CRO, CDMO] & CMO Market*.

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

[removed: The] [added: *The*] *Academic and Government Market.* Our services support customers in this market that consists primarily of “not-for-profit” organizations and includes academic institutions, large government institutes and privately funded organizations.

[removed: The *Chemicals] [added: *The Chemicals] & Advanced Materials Market*.

[added: Additionally, our services, software and technical support are used to support the testing for safety, quality, and] compliance across the value chains of advanced materials – including semiconductors, batteries, and specially engineered polymers and polymeric materials*.* The natural gas and petroleum exploration and refining markets use our services, software and technical support to support quality control, environmental safety reviews, analysis of crude oil composition, and improve their refining processes and quality of products.

[removed: The] [added: *The*] *Environmental & Forensics Market*.

[removed: The] [added: *The*] *Food Market.* Our services support the food production chain, including incoming inspection, new product development, quality control and assurance, and packaging.

Our life sciences and applied markets business provides application-focused solutions that include instruments, consumables and software that enable customers to identify, quantify and analyze the physical and biological properties of substances and products, as well as enable customers in the clinical and life sciences research areas to interrogate samples at the molecular and cellular level.

*The Diagnostics and Clinical Market.* The diagnostics and clinical market focus within our life sciences and applied markets business is to provide instruments, software, reagents, and consumables that enable customers performing life sciences, pharmaceutical and clinical research to interrogate biologically relevant metabolites, lipids, protein, and cellular systems to understand fundamental biological processes, as well as the underlying mechanisms of cancer and other disease initiation and progression.

The goal is to use this information to develop new therapeutic strategies and drugs as well as new diagnostic tests.

Our mass spectrometry technologies are employed by researchers to identify and quantify individual or whole classes of metabolites, lipids, or proteins involved in basic cellular processes and elucidate those which are quantitatively or qualitatively altered in disease states, as well as to identify those which may be useful as biomarkers for a disease.

Our Seahorse, xCELLigence, Novocyte, and BioTek platform technologies are used both stand-alone and in conjunction with mass spectrometry to understand underlying cellular physiology and interactions in normal and diseased states, as well to help understand how new drugs and therapies alter the composition, function, or interaction of cells.

In addition, our XCELLigence and Novocyte technologies can be used to characterize and quantify immune cell response (for example cytotoxicity).

spectrometers, raman spectrometers and sample automation products.

We offer a portfolio of unique sample preparation automated solutions that are key to a comprehensive suite of workflow solutions to our life science customers.

("H&E") staining and special staining.

More recently, quality control based on automated electrophoresis products has become essential throughout in-vitro transcription ("IVT") mRNA workflows, including vaccine development and therapeutics.

The services portfolio includes repairs, parts, maintenance, installations, training, compliance support, software as a service, asset management, consulting and various other custom services to support the customers' laboratory operations.

As part of our climate action plan, we have established near and long term emission reduction targets to limit planetary

warming to 1.5°C above pre-industrial levels which have been approved by the Science Based Targets initiative ("SBTi").

advancing the quality of life.

We ensure managers and employees receive periodic workplace safety training and provide wellness programs that contribute to the productivity, health, and well-being of employees.

In addition, our crisis management program includes a global tool that enables us to reach, locate and support employees in travel or in crisis areas.

From January 2015 to September 2023, Mr. Binns served as Agilent Vice President and General Manager for the Spectroscopy and Vacuum Products Division.

From 2010 to January 2015, Mr Binns served as Agilent Vice President and General Manager for the Spectroscopy Division.

Prior to joining Agilent in 2010, he held various positions in Varian’s global operations since 1994, including his appointment as General Manager of Varian’s field operations in 2004 for the Pacific Rim.

Since July 2023, Mr. McMahon has served as a member of the Board of Directors of Orasure Technologies, Inc.

Our life sciences and applied markets business focuses primarily on the following five markets:

Cell analysis customers are typically academic institutions and pharma and biopharma companies.

pharmaceutical company budgets.

Results can be easily analyzed using Agilent’s Alissa software solutions.

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

Services include startup, operational, training and compliance support, software as a service, as well as asset management and consultative services that help increase customer productivity.

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

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

These new

Approximately 42

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

In the U.S., 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 implemented a phased reopening process and continued to prioritize health and safety.

We expect to continue to implement appropriate safety measures as necessary, and 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.

*Samraat S.

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

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

*Jacob Thaysen*, 47, has served as our Senior Vice President, Agilent and President, Life Sciences and Applied Markets Group, since April 2018.

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

From October 2013 to November 2014 he served as Vice President and General Manager of the Diagnostics and Genomics business.

Prior to that he served as Vice President and General Manager of the Genomics Solutions unit from January 2013 to October 2013.

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

Prior to Dako, Mr. Thaysen worked as a management consultant and Chief Technical Officer and founder of a high-tech start-up company.

of the Exchange Act as soon as reasonably practicable after filing such material electronically or otherwise furnishing it to the SEC.

For the fiscal year ended October 31, [removed: 2022][added: 2023]

The aggregate market value of the registrant's common equity held by non-affiliates as of April 30, [removed: 2022,] [added: 2023,] was approximately [removed: $26.6] [added: $31.2] billion.

As of December [removed: 9, 2022] [added: 8, 2023] there were [removed: 296,072,040] [added: 293,004,102] 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: 15, 2023,] [added: 14, 2024,] and to be filed pursuant to Regulation 14A within 120 days after registrant's fiscal year ended October 31, [removed: 2022] [added: 2023] are incorporated by reference into Part III of this Report | | | | | | III | | |

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| [PART [removed: IV](#i6b4177cdf7be4be5ab6ee92712358089_265)] [added: IV](#i5efddf3cfb14402aaf972db895d49f6a_265)] | | | | | | | | |

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| [Item [removed: 16](#i6b4177cdf7be4be5ab6ee92712358089_271)] [added: 16](#i5efddf3cfb14402aaf972db895d49f6a_271)] | | | [Form 10-K [removed: Summary](#i6b4177cdf7be4be5ab6ee92712358089_271)] [added: Summary](#i5efddf3cfb14402aaf972db895d49f6a_271)] | | | [removed: [116](#i6b4177cdf7be4be5ab6ee92712358089_271)] [added: [119](#i5efddf3cfb14402aaf972db895d49f6a_271)] | | |

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

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by checkmark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| [PART I](#i5efddf3cfb14402aaf972db895d49f6a_13) | | | | | | | | |

| [PART II](#i5efddf3cfb14402aaf972db895d49f6a_82) | | | | | | | | |

| | | | [Signatures](#i5efddf3cfb14402aaf972db895d49f6a_274) | | | [120](#i5efddf3cfb14402aaf972db895d49f6a_274) | | |

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

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

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

As of October 31, [removed: 2022,] [added: 2023,] we owned or leased a total of approximately [removed: 6.7] [added: 6.8] million square feet of space worldwide.

Of that, we owned approximately [removed: 4.7] [added: 4.9] million square feet and leased the remaining [removed: 2.0] [added: 1.9] million square feet.

Our sales and support facilities occupied a total of approximately [removed: 0.7] [added: 0.6] million square feet.

Our manufacturing plants, R&D facilities and warehouse and administrative facilities occupied approximately [removed: 6.0] [added: 5.9] million square feet.

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

As of December 1, [removed: 2022,] [added: 2023,] there were [removed: 18,545] [added: 17,721] 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: 15, 2023,] [added: 14, 2024,] 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: 2017] [added: 2018] and the reinvestment of all dividends.

[removed: ][added: ]

| Company Name / Index | | | [removed: 10/31/2017 | | |] 10/31/2018 | | | 10/31/2019 | | | 10/31/2020 | | | 10/31/2021 | | | 10/31/2022 | | | [added: 10/31/2023 | | |]

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: 2022.][added: 2023.]

The total number of shares of common stock purchased by the company during the fiscal year ended October 31, [removed: 2022] [added: 2023] was [removed: 8,368,478] [added: 4,609,243] shares.

(1)On [removed: February 16, 2021] [added: January 9, 2023,] we announced that our board of directors had approved a [removed: new] share repurchase program (the [removed: "2021] [added: "2023] 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 [removed: 2021] [added: 2023] repurchase program authorizes the purchase of up to $2.0 [removed: billion] [added: billion, excluding excise taxes,] of our common stock at the company's discretion and has no fixed termination date.

The [removed: 2021] [added: 2023] repurchase program does not require the company to acquire a specific number of shares and may be suspended, amended or discontinued at any time.

As of October 31, [removed: 2022,] [added: 2023,] all repurchased shares to date have been retired.

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

| Agilent Technologies | | | 100 | | | 117.96 | | | 160.34 | | | 248.76 | | | 219.93 | | | 165.49 | | |

| S&P 500 | | | 100 | | | 114.33 | | | 125.43 | | | 179.25 | | | 153.06 | | | 168.59 | | |

| Peer Group | | | 100 | | | 109.59 | | | 122.67 | | | 168.19 | | | 166.31 | | | 161.80 | | |

| August 1, 2023 through August 31, 2023 | | | | | | 241,800 | | | | | | $ | 123.23 | | | | | 241,800 | | | | | | $ | 1,574 | |

| September 1, 2023 through September 30, 2023 | | | | | | 224,742 | | | | | | $ | 113.85 | | | | | 224,742 | | | | | | $ | 1,548 | |

| October 1, 2023 through October 31, 2023 | | | | | | 224,969 | | | | | | $ | 109.36 | | | | | 224,969 | | | | | | $ | 1,524 | |

| Total | | | | | | 691,511 | | | | | | $ | 115.67 | | | | | 691,511 | | | | | | | | |

The 2023 repurchase program commenced on March 1, 2023, and also terminated and replaced the 2021 repurchase program.

| 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 | | | | | | | | |

The 2021 repurchase program which became effective on February 18, 2021, replaced and terminated the 2019 repurchase program on that date.

| [Report of Independent Registered Public Accounting [removed: Firm](#i6b4177cdf7be4be5ab6ee92712358089_145)] [added: Firm](#i5efddf3cfb14402aaf972db895d49f6a_145)] \- (PCAOB ID: 238) | | | | | | | | | | | | [removed: [54](#i6b4177cdf7be4be5ab6ee92712358089_145)] [added: [54](#i5efddf3cfb14402aaf972db895d49f6a_145)] | | |

| [Consolidated Statement of Operations for each of the three years in the period ended October 31, [removed: 202](#i6b4177cdf7be4be5ab6ee92712358089_151)[2](#i6b4177cdf7be4be5ab6ee92712358089_151)] [added: 202](#i5efddf3cfb14402aaf972db895d49f6a_151)[3](#i5efddf3cfb14402aaf972db895d49f6a_151)] | | | | | | | | | | | | [removed: [56](#i6b4177cdf7be4be5ab6ee92712358089_151)] [added: [56](#i5efddf3cfb14402aaf972db895d49f6a_151)] | | |

| [Consolidated Statement of Comprehensive Income for each of the three years in the period ended October 31, [removed: 202](#i6b4177cdf7be4be5ab6ee92712358089_154)[2](#i6b4177cdf7be4be5ab6ee92712358089_154)] [added: 202](#i5efddf3cfb14402aaf972db895d49f6a_154)[3](#i5efddf3cfb14402aaf972db895d49f6a_154)] | | | | | | | | | | | | [removed: [57](#i6b4177cdf7be4be5ab6ee92712358089_154)] [added: [57](#i5efddf3cfb14402aaf972db895d49f6a_154)] | | |

| [Consolidated Balance Sheet at October 31, [removed: 202](#i6b4177cdf7be4be5ab6ee92712358089_157)[2](#i6b4177cdf7be4be5ab6ee92712358089_157)] [added: 202](#i5efddf3cfb14402aaf972db895d49f6a_157)[3](#i5efddf3cfb14402aaf972db895d49f6a_157)] [and [removed: 202](#i6b4177cdf7be4be5ab6ee92712358089_157)[1](#i6b4177cdf7be4be5ab6ee92712358089_157)] [added: 202](#i5efddf3cfb14402aaf972db895d49f6a_157)[2](#i5efddf3cfb14402aaf972db895d49f6a_157)] | | | | | | | | | | | | [removed: [58](#i6b4177cdf7be4be5ab6ee92712358089_157)] [added: [58](#i5efddf3cfb14402aaf972db895d49f6a_157)] | | |

| [Consolidated Statement of Cash Flows for each of the three years in the period ended October 31, [removed: 202](#i6b4177cdf7be4be5ab6ee92712358089_160)[2](#i6b4177cdf7be4be5ab6ee92712358089_160)] [added: 202](#i5efddf3cfb14402aaf972db895d49f6a_160)[3](#i5efddf3cfb14402aaf972db895d49f6a_160)] | | | | | | | | | | | | [removed: [59](#i6b4177cdf7be4be5ab6ee92712358089_160)] [added: [59](#i5efddf3cfb14402aaf972db895d49f6a_160)] | | |

| [Consolidated Statement of Equity for each of the three years in the period ended October 31, [removed: 202](#i6b4177cdf7be4be5ab6ee92712358089_163)[2](#i6b4177cdf7be4be5ab6ee92712358089_163)] [added: 202](#i5efddf3cfb14402aaf972db895d49f6a_163)[3](#i5efddf3cfb14402aaf972db895d49f6a_163)] | | | | | | | | | | | | [removed: [60](#i6b4177cdf7be4be5ab6ee92712358089_163)] [added: [60](#i5efddf3cfb14402aaf972db895d49f6a_163)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i6b4177cdf7be4be5ab6ee92712358089_166)] [added: Statements](#i5efddf3cfb14402aaf972db895d49f6a_166)] | | | | | | | | | | | | [removed: [61](#i6b4177cdf7be4be5ab6ee92712358089_166)] [added: [61](#i5efddf3cfb14402aaf972db895d49f6a_166)] | | |

We have audited the accompanying consolidated balance sheets of Agilent Technologies, Inc. and its subsidiaries (the “Company”) as of October 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended October 31, [removed: 2022] [added: 2023] 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: 2022,] [added: 2023,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of October 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended October 31, [removed: 2022] [added: 2023] 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: 2022,] [added: 2023,] based on criteria established in Internal Control - Integrated 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 [added: company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.]

The principal considerations for our determination that performing procedures relating to [removed: uncertain tax positions] [added: the valuation of inventory – estimate of excess and obsolete inventory] is a critical audit matter are [added: (i)] the significant judgment by management when [removed: determining uncertain tax positions, including] [added: developing the estimate of excess and obsolete inventory and (ii)] a high degree of [removed: estimation uncertainty relative to the numerous] [added: auditor judgment, subjectivity,] and [removed: complex tax laws, tax audits,] [added: effort in performing procedures] and [removed: potential for] [added: evaluating management’s] significant [removed: adjustments as a result of such audits.][added: assumption related to future demand.]

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Products | | | $ | [removed: 5,187] [added: 5,051] | | | | | $ | [removed: 4,756] [added: 5,187] | | | | | $ | [removed: 3,993] [added: 4,756] | |

| Services and other | | | [removed: 1,661] [added: 1,782] | | | | | | [removed: 1,563] [added: 1,661] | | | | | | [removed: 1,346] [added: 1,563] | | |

| Total net revenue | | | [removed: 6,848] [added: 6,833] | | | | | | [removed: 6,319] [added: 6,848] | | | | | | [removed: 5,339] [added: 6,319] | | |

| Cost of products | | | [removed: 2,242] [added: 2,428] | | | | | | [removed: 2,078] [added: 2,242] | | | | | | [removed: 1,796] [added: 2,078] | | |

| Cost of services and other | | | [removed: 884] [added: 940] | | | | | | [removed: 834] [added: 884] | | | | | | [removed: 706] [added: 834] | | |

| Total costs | | | [removed: 3,126] [added: 3,368] | | | | | | [removed: 2,912] [added: 3,126] | | | | | | [removed: 2,502] [added: 2,912] | | |

| Research and development | | | [removed: 467] [added: 481] | | | | | | [removed: 441] [added: 467] | | | | | | [removed: 495] [added: 441] | | |

| Selling, general and administrative | | | [removed: 1,637] [added: 1,634] | | | | | | [removed: 1,619] [added: 1,637] | | | | | | [removed: 1,496] [added: 1,619] | | |

| Total costs and expenses | | | [removed: 5,230] [added: 5,483] | | | | | | [removed: 4,972] [added: 5,230] | | | | | | [removed: 4,493] [added: 4,972] | | |

| Income from operations | | | [removed: 1,618] [added: 1,350] | | | | | | [removed: 1,347] [added: 1,618] | | | | | | [removed: 846] [added: 1,347] | | |

| Interest income | | | [removed: 9] [added: 51] | | | | | | [removed: 2] [added: 9] | | | | | | [removed: 8] [added: 2] | | |

| Interest expense | | | [removed: (84)] [added: (95)] | | | | | | [removed: (81)] [added: (84)] | | | | | | [removed: (78)] [added: (81)] | | |

| Other income (expense), net | | | [removed: (39)] [added: 33] | | | | | | [removed: 92] [added: (39)] | | | | | | [removed: 66] [added: 92] | | |

| Income before taxes | | | [removed: 1,504] [added: 1,339] | | | | | | [removed: 1,360] [added: 1,504] | | | | | | [removed: 842] [added: 1,360] | | |

| Provision for income taxes | | | [removed: 250] [added: 99] | | | | | | [removed: 150] [added: 250] | | | | | | [removed: 123] [added: 150] | | |

| Net income | | | $ | [removed: 1,254] [added: 1,240] | | | | | $ | [removed: 1,210] [added: 1,254] | | | | | $ | [removed: 719] [added: 1,210] | |

| Basic | | | $ | [removed: 4.19] [added: 4.22] | | | | | $ | [removed: 3.98] [added: 4.19] | | | | | $ | [removed: 2.33] [added: 3.98] | |

| Diluted | | | $ | [removed: 4.18] [added: 4.19] | | | | | $ | [removed: 3.94] [added: 4.18] | | | | | $ | [removed: 2.30] [added: 3.94] | |

| Basic | | | [removed: 299] [added: 294] | | | | | | [removed: 304] [added: 299] | | | | | | [removed: 309] [added: 304] | | |

| Diluted | | | [removed: 300] [added: 296] | | | | | | [removed: 307] [added: 300] | | | | | | [removed: 312] [added: 307] | | |

| [removed: Gain] [added: Unrealized gain] (loss) on derivative instruments, net of tax expense (benefit) of [removed: $13, $1] [added: $(1), $13] and [removed: $(3)] [added: $1] | | | [removed: 43] [added: (3)] | | | | | | [removed: 1] [added: 43] | | | | | | [removed: (9)] [added: 1] | | |

| Amounts reclassified into earnings related to derivative instruments, net of tax expense (benefit) of [removed: $(8), $4] [added: $0, $(8)] and [removed: $0] [added: $4] | | | [removed: (26)] [added: —] | | | | | | [removed: 13] [added: (26)] | | | | | | [removed: 2] [added: 13] | | |

| Foreign currency translation, net of tax expense (benefit) of [removed: $(12), $2] [added: $(1), $(12)] and [removed: $1] [added: $2] | | | [removed: (150)] [added: 34] | | | | | | [removed: 9] [added: (150)] | | | | | | [removed: 10] [added: 9] | | |

| Change in actuarial net [removed: loss,] [added: gain (loss),] net of tax expense [added: (benefit)] of [removed: $9, $74] [added: $(5), $9] and [removed: $0] [added: $74] | | | [removed: 69] [added: (10)] | | | | | | [removed: 218] [added: 69] | | | | | | [removed: (5)] [added: 218] | | |

| Change in net prior service benefit, net of tax expense (benefit) of $0, $0 and [removed: $(1)] [added: $0] | | | (1) | | | | | | (1) | | | | | | [removed: (6)] [added: (1)] | | |

| Other comprehensive income (loss) | | | [removed: (65)] [added: 20] | | | | | | [removed: 240] [added: (65)] | | | | | | [removed: (8)] [added: 240] | | |

*Valuation of Inventory – Estimate of Excess and Obsolete Inventory*

As described in Notes 1 and 7 to the consolidated financial statements, inventory is valued at standard cost, which approximates actual cost computed on a first-in, first-out basis, not in excess of market value.

As of October 31, 2023, the Company’s inventory balance was $1,031 million and inventory-related excess and obsolescence charges were $40 million for the year ended October 31, 2023.

Management assesses the valuation of inventory on a periodic basis and makes adjustments to the value for estimated excess and obsolete inventory based on estimates and assumptions about future demand, economic conditions and actual usage, which require management judgment.

Management’s excess inventory review process includes analysis of inventory levels, sales trends and forecasts, managing product rollovers and working with manufacturing to maximize recovery of excess inventory and to estimate and record reserves for excess, slow-moving and obsolete inventory.

These procedures included testing the effectiveness of controls relating to management’s analysis of the estimated excess and obsolete inventory, including controls over the significant assumption related to future demand and the data utilized.

These procedures also included, among others (i) testing management’s process for developing the estimate of excess and obsolete inventory; (ii) evaluating the appropriateness of management’s estimation methodology; (iii) testing the completeness and accuracy of underlying data used in developing the estimate of excess and obsolete inventory; (iv) testing, on a sample basis, the accuracy of the inventory-related excess and obsolescence charges by recalculating the reserve; and (v) evaluating the reasonableness of management’s significant assumption related to future demand.

Evaluating management’s assumption related to future demand involved evaluating whether the assumption used by management was reasonable considering (i) current and past results, including recent sales; (ii) a comparison of the prior year estimates to actual results in the current year; and (iii) whether the assumption was consistent with evidence obtained in other areas of the audit.

| Net income | | | $ | 1,240 | | | | | $ | 1,254 | | | | | $ | 1,210 | |

| Net income | | | $ | 1,240 | | | | | $ | 1,254 | | | | | $ | 1,210 | |

| Net gain on divestiture of business | | | (43) | | | | | | — | | | | | | — | | |

| Proceeds from convertible note | | | 4 | | | | | | — | | | | | | — | | |

| Proceeds from divestiture of business | | | 50 | | | | | | — | | | | | | — | | |

| Payments for repurchase of common stock | | | (575) | | | | | | (1,139) | | | | | | (788) | | |

| Proceeds from issuance of long-term debt | | | — | | | | | | 600 | | | | | | 848 | | |

| Repayment of long-term debt | | | — | | | | | | (609) | | | | | | (417) | | |

| Payment for contingent consideration | | | (68) | | | | | | — | | | | | | — | | |

| Repurchase of common stock, including excise taxes | | | (4,609) | | | | | | — | | | | | | (62) | | | | | | (517) | | | | | | — | | | | | | (579) | | | | | | | | | | | | | | |

| Balance as of October 31, 2023 | | | 292,123 | | | | | | $ | 3 | | | | | $ | 5,387 | | | | | $ | 782 | | | | | $ | (327) | | | | | $ | 5,845 | | | | | | | | | | | | | |

*Announced Exit and Subsequent Divestiture of Resolution Bioscience Business*.

During the third quarter of fiscal year 2023, we made the decision to exit the Resolution Bioscience business within our diagnostics and genomics segment and recorded a long-lived asset impairment charge of $270 million.

In the fourth quarter of fiscal year 2023, we received an unsolicited offer and entered into an agreement to divest the Resolution Bioscience business for $50 million.

As a result, we recorded a gain on the divestiture of $43 million in other income (expense), net in the consolidated statement of operations, which included an adjustment to goodwill of $13 million.

*Restructuring.* The main components of our restructuring plan are related to workforce reductions, consolidation of excess leased facilities and site closures.

Workforce reduction charges are accrued when payment of benefits becomes probable that the employees are entitled to the severance and the amounts can be estimated.

Consolidation of facilities costs primarily consists of accelerated depreciation of right-of-use assets classified as held and used.

In accordance with the accounting guidance, it was determined that certain assets had been abandoned, and an assessment was made of the remaining useful lives and potential alternative uses.

If the amounts and timing of cash flows from restructuring activities are significantly different from what we have estimated, the actual amounts of restructuring and other related charges could be materially different, either higher or lower, than those we have recorded.

those products or services, the transaction price.

The fair value

Based on the results of our quantitative testing, there was no impairment of goodwill as of September 30, 2023.

Each quarter we review the events and

As of October 31, 2023, and October 31, 2022, the fair value of the term loan approximates its carrying value.

These inputs, for example, interest rate yield curves, foreign

In November 2023, the FASB issued guidance to improve segment reporting through enhanced disclosure requirements of significant segment expenses.

These amendments are effective for our fiscal year 2025, and interim periods within fiscal year 2026, with early adoption permitted.

These amendments apply on a retrospective basis.

We are currently evaluating the impact of these amendments on our consolidated financial statements.

On December 14, 2023, the FASB issued guidance to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid.

These amendments are effective for our fiscal year 2026, with early adoption permitted.

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.

*Uncertain Tax Positions*

As described in Note 5 to the consolidated financial statements, the Company has recorded liabilities for uncertain tax positions of $144 million as of October 31, 2022.

As disclosed by management, the estimate of the Company’s tax liabilities relating to uncertain tax positions requires management to assess uncertainties and to make judgments about the application of complex tax law and regulations in a multitude of jurisdictions.

The Company is subject to taxes in the U.S., Singapore and various other foreign jurisdictions and is subject to examinations of its tax returns by tax authorities in various jurisdictions around the world.

The Company has a number of years and matters which remain subject to examination by tax authorities in various jurisdictions that could result in significant changes to unrecognized tax benefits due to either the expiration of a statute of limitation or a tax audit settlement which will be partially offset by an anticipated tax liability related to unremitted foreign earnings, where applicable.

This in turn led to a high degree of auditor judgment, effort, and subjectivity in performing procedures to evaluate the timely identification and accurate measurement of uncertain tax positions.

Also, the evaluation of audit evidence available to support the tax liabilities for uncertain tax positions is complex and required significant auditor judgment as the nature of the evidence is often highly subjective.

These procedures included testing the effectiveness of controls relating to the identification and recognition of the liability for uncertain tax positions, and controls addressing completeness of the uncertain tax positions, as well as controls over measurement of the liability.

These procedures also included, among others, testing the completeness, accuracy, and relevance of information used in the calculation of the liability for uncertain tax positions, including intercompany agreements, international, federal, and state filing positions, and the related final tax returns, testing the calculation of the liability for uncertain tax positions by jurisdiction, including management’s assessment of the technical merits of tax positions and estimates of the amount of tax benefit expected to be sustained, testing the completeness of management’s assessment of both the identification of uncertain tax positions and possible outcomes of each uncertain tax position, and evaluating the status and results of income tax audits with the relevant tax authorities.

December 20, 2022

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

| | | | October 31, | | | | | | | | |

| Treasury stock repurchases | | | (1,139) | | | | | | (788) | | | | | | (469) | | |

| Issuance of senior notes and long-term loan | | | 600 | | | | | | 848 | | | | | | 499 | | |

| Repayment of senior notes | | | (609) | | | | | | (417) | | | | | | — | | |

| Proceeds from commercial paper | | | 1,295 | | | | | | 1,647 | | | | | | 420 | | |

| Repayment of commercial paper | | | (1,260) | | | | | | (1,722) | | | | | | (345) | | |

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

| Proceeds from revolving credit facility and short-term loan | | | — | | | | | | — | | | | | | 798 | | |

| Repayment of debt and revolving credit facility | | | — | | | | | | — | | | | | | (1,413) | | |

| Balance as of October 31, 2019 | | | 309,071 | | | | | | $ | 3 | | | | | $ | 5,277 | | | | | $ | (18) | | | | | $ | (514) | | | | | $ | 4,748 | | | | | | | | | | | | | |

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

*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.

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.

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

The global supply chain and logistics pressures, high inflation, and COVID-related shutdowns in China have made it more challenging for companies to manage operations.

As of October 31, 2022, our consolidated financial statements have not been materially impacted.

In

Prior to November 1, 2019, for leases where we are the lessee, we accounted for operating lease payments by charging them to expense as incurred.

At the beginning of fiscal 2020, the company adopted new lease accounting guidance issued by the Financial Accounting Standards Board ("FASB").

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

Based on the results of our qualitative testing, we believe that it is more-likely-than-not that the fair value of each reporting unit is greater than its respective carrying value.

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.

During the year ended October 31, 2020, we recorded an impairment of in-process research and development of $90 million related to the shutdown of our sequencer development program in our diagnostics and genomics segment.

when available with gains and losses included in net income.

In January 2020, accounting guidance was issued that clarifies the accounting guidance for equity method investments, joint ventures, and derivatives and hedging.

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

*Rule 10b5-1 Trading Arrangements*

During the three months ended October 31, 2023, none of our officers or directors adopted, modified or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" as each term is defined in Item 408 of Regulation S-K.

None.

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: 15, 2023.][added: 14, 2024.]

There were no material changes to the procedures by which security holders may recommend nominees to our Board of Directors in fiscal year [removed: 2022.][added: 2023.]

[removed: Information regarding our code of ethics (the company's Standards of Business Conduct) applicable to our principal executive officer, our principal financial officer, our controller and other senior financial officers] appears in Item 1 of this report under “Investor Information.” We will post amendments to or waivers from a provision of the Standards of Business Conduct with respect to those persons on our website at www.investor.agilent.com.

Information regarding our code of ethics (the company's Standards of Business Conduct) applicable to our principal executive officer, our principal financial officer, our controller and other senior financial officers

The following table summarizes information about our equity compensation plans as of October 31, [removed: 2022.][added: 2023.]

| Equity compensation plans approved by security holders (1)(2)(3) | | | [removed: 3,200,424] [added: 2,968,518] | | | | | | $ | [removed: 94] [added: 118] | | | | | [removed: 46,355,914] [added: 39,843,872] | | |

(1)The number of securities remaining available for future issuance in column (c) includes [removed: 24,859,446] [added: 24,277,203] shares of common stock authorized and available for issuance under our current Employee Stock Purchase Plan ("ESPP").

| Total | | | 2,968,518 | | | | | | $ | 118 | | | | | 39,843,872 | | |

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

| Tax valuation allowance | | | | | | $ | [removed: 134] [added: 115] | | | | | $ | [removed: 6] [added: 1] | | | | | $ | [removed: (8)] [added: (4)] | | | | | $ | [removed: 132] [added: 112] | |

| 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](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] [added: be supple](http://www.sec.gov/Archives/edgar/data/1090872/000110465914056956/a14-17959_1ex2d1.htm)[mentally 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 | | | | | | | | |

| 3.1 | | | | | | | | | [removed: [Amended] [added: [Second A](http://www.sec.gov/Archives/edgar/data/1090872/000095017023008638/a-ex3_1.htm)[mended] and Restated Certificate of [removed: Incorporation.](http://www.sec.gov/Archives/edgar/data/1090872/000101287099002842/0001012870-99-002842.txt)] [added: Incorporation.](http://www.sec.gov/Archives/edgar/data/1090872/000095017023008638/a-ex3_1.htm)] | | | | | | [removed: S-1] [added: 8-K] | | | | | | [removed: 8/16/1999] [added: 3/17/2023] | | | | | | 3.1 | | | | | | | | |

| 3.2 | | | | | | | | | [Amended and Restated [removed: Bylaws.](http://www.sec.gov/Archives/edgar/data/1090872/000109087219000022/a-10312019xexx32.htm)] [added: Bylaws.](http://www.sec.gov/Archives/edgar/data/1090872/000095017023023437/a-ex3_1.htm)] | | | | | | [removed: 10-K] [added: 8-K] | | | | | | [removed: 12/19/2019] [added: 5/22/2023] | | | | | | 3.2 | | | | | | | | |

| [removed: 10.19] [added: 10.23] | | | | | | | | | [Agilent Technologies, Inc. Supplemental Benefit Retirement Plan (Amended and Restated Effective May 20, 2014).*](http://www.sec.gov/Archives/edgar/data/1090872/000109087217000018/a-10312017xexx1017.htm) | | | | | | 10-K | | | | | | 12/21/2017 | | | | | | 10.17 | | | | | | | | |

| [removed: 10.20] [added: 10.24] | | | | | | | | | [Agilent Technologies, Inc. Long-Term Performance Program (Amended and Restated through November 1, 2005).*](http://www.sec.gov/Archives/edgar/data/1090872/000110465906015339/a06-6411_1ex10d63.htm) | | | | | | 10-Q | | | | | | 3/9/2006 | | | | | | 10.63 | | | | | | | | |

| [removed: 10.21] [added: 10.25] | | | | | | | | | [Agilent Technologies, Inc. 2005 Deferred Compensation Plan for Non-Employee Directors (Amended and Restated Effective November 18, 2009).*](http://www.sec.gov/Archives/edgar/data/1090872/000104746909010861/a2195875zex-10_39.htm) | | | | | | 10-K | | | | | | 12/21/2009 | | | | | | 10.39 | | | | | | | | |

| [removed: 10.22] [added: 10.26] | | | | | | | | | [Agilent Technologies, Inc. 2005 Deferred Compensation Plan (Amended and Restated Effective May 20, 2014).*](http://www.sec.gov/Archives/edgar/data/1090872/000109087217000018/a-10312017xexx1020.htm) | | | | | | 10-K | | | | | | 12/21/2017 | | | | | | 10.20 | | | | | | | | |

| [removed: 10.23] [added: 10.27] | | | | | | | | | [Agilent Technologies, Inc. 2010 Performance‑Based Compensation Plan for Covered Employees. (as adopted on November 19. 2014](http://www.sec.gov/Archives/edgar/data/1090872/000120677415000411/agilent_def14a.htm#toc)) | | | | | | DEF14A | | | | | | 2/6/2015 | | | | | | Annex A | | | | | | | | |

| [removed: 10.24] [added: 10.28] | | | | | | | | | [Form of Amended and Restated Indemnification Agreement between Agilent Technologies, Inc. and Directors of the Company, Section 16 Officers and Board‑elected Officers of the Company.*](http://www.sec.gov/Archives/edgar/data/1090872/000110465908023695/a08-10409_1ex10d1.htm) | | | | | | 8-K | | | | | | 4/10/2008 | | | | | | 10.1 | | | | | | | | |

| [removed: 10.25] [added: 10.29] | | | | | | | | | [Form of Tier I Change of Control Severance Agreement between Agilent Technologies, Inc. and the Chief Executive Officer*](http://www.sec.gov/Archives/edgar/data/1090872/000109087214000045/a-10312014xexx1035.htm) | | | | | | 10-K | | | | | | 12/22/2014 | | | | | | 10.35 | | | | | | | | |

| [removed: 10.26] [added: 10.30] | | | | | | | | | [Form of Amended and Restated Change of Control Severance Agreement between Agilent Technologies, Inc. and Section 16 Officers (other than the Company's Chief Executive Officer).*](http://www.sec.gov/Archives/edgar/data/1090872/000110465908023695/a08-10409_1ex10d3.htm) | | | | | | 8-K | | | | | | 4/10/2008 | | | | | | 10.3 | | | | | | | | |

| [removed: 10.27] [added: 10.31] | | | | | | | | | [Form of Tier II Change of Control Severance Agreement between Agilent Technologies, Inc. and Section 16 Officers (other than the Company’s Chief Executive Officer)*](http://www.sec.gov/Archives/edgar/data/1090872/000109087214000045/a-10312014xexx1037.htm) | | | | | | 10-K | | | | | | 12/22/2014 | | | | | | 10.37 | | | | | | | | |

| [removed: 10.28] [added: 10.32] | | | | | | | | | [Form of New Executive Officer Change of Control Severance Agreement between Agilent Technologies, Inc. and specified executives of the Company (for executives hired, elected or promoted after July 14, 2009).*](http://www.sec.gov/Archives/edgar/data/1090872/000104746909010861/a2195875zex-10_50.htm) | | | | | | 10-K | | | | | | 12/21/2009 | | | | | | 10.5 | | | | | | | | |

| [removed: 10.29] [added: 10.33] | | | | | | | | | [Form of Tier III Change of Control Severance Agreement between Agilent Technologies, Inc. and specified executives of the Company*](http://www.sec.gov/Archives/edgar/data/1090872/000109087214000045/a-10312014xexx1039.htm) | | | | | | 10-K | | | | | | 12/22/2014 | | | | | | 10.39 | | | | | | | | |

| [removed: 10.30] [added: 10.34] | | | | | | | | | [Tax Matters Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc.](http://www.sec.gov/Archives/edgar/data/1090872/000110465914056956/a14-17959_1ex10d1.htm) | | | | | | 8-K | | | | | | 8/5/2014 | | | | | | 10.1 | | | | | | | | |

| [removed: 10.31] [added: 10.35] | | | | | | | | | [Employee Matters Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc.](http://www.sec.gov/Archives/edgar/data/1090872/000110465914056956/a14-17959_1ex10d2.htm) | | | | | | 8-K | | | | | | 8/5/2014 | | | | | | 10.2 | | | | | | | | |

| [removed: 10.32] [added: 10.36] | | | | | | | | | [Intellectual Property Matters Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc.](http://www.sec.gov/Archives/edgar/data/1090872/000110465914056956/a14-17959_1ex10d3.htm) | | | | | | 8-K | | | | | | 8/5/2014 | | | | | | 10.3 | | | | | | | | |

| [removed: 10.33] [added: 10.37] | | | | | | | | | [Trademark License Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc.](http://www.sec.gov/Archives/edgar/data/1090872/000110465914056956/a14-17959_1ex10d4.htm) | | | | | | 8-K | | | | | | 8/5/2014 | | | | | | 10.4 | | | | | | | | |

| [removed: 10.34] [added: 10.38] | | | | | | | | | [Real Estate Matters Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc.](http://www.sec.gov/Archives/edgar/data/1090872/000110465914056956/a14-17959_1ex10d5.htm) | | | | | | 8-K | | | | | | 8/5/2014 | | | | | | 10.5 | | | | | | | | |

| [removed: 10.35] [added: 10.39] | | | | | | | | | [Credit Agreement, [removed: dated March 13, 2019,] [added: dated](http://www.sec.gov/Archives/edgar/data/1090872/000119312523165893/d497165dex101.htm) [June 7,](http://www.sec.gov/Archives/edgar/data/1090872/000119312523165893/d497165dex101.htm) [20](http://www.sec.gov/Archives/edgar/data/1090872/000119312523165893/d497165dex101.htm)[23](http://www.sec.gov/Archives/edgar/data/1090872/000119312523165893/d497165dex101.htm)[,] by and among the Company, the Lenders party thereto and BNP Paribas, as Administrative [removed: Agent.](http://www.sec.gov/Archives/edgar/data/1090872/000119380519000279/e618297_ex10-1.htm)] [added: Agent.](http://www.sec.gov/Archives/edgar/data/1090872/000119312523165893/d497165dex101.htm)] | | | | | | 8-K | | | | | | [removed: 3/13/2019] [added: 6/13/2023] | | | | | | 10.1 | | | | | | | | |

| [removed: 10.43] [added: 10.44] | | | | | | | | | [Letter of Terms and Conditions Localization Program by and among [removed: Jacob Thaysen] [added: Padraig McDonnell] and the [removed: Company *](http://www.sec.gov/Archives/edgar/data/1090872/000109087215000051/a-10312015xexx1070.htm)] [added: Company*](http://www.sec.gov/Archives/edgar/data/1090872/000109087220000010/a-04302020xexx102.htm)] | | | | | | [removed: 10-K] [added: 10-Q] | | | | | | [removed: 12/21/2015] [added: 6/1/2020] | | | | | | [removed: 10.70] [added: 10.2] | | | | | | | | |

| [removed: 10.44] [added: 10.42] | | | | | | | | | [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: 10.45] [added: 10.43] | | | | | | | | | [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: 10.47] [added: 10.45] | | | | | | | | | [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 | | | | | | 10.4 | | | | | | | | |

| 21.1 | | | | | | | | | [Significant subsidiaries of Agilent Technologies, Inc. as of October 31, [removed: 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)] [added: 202](https://www.sec.gov/Archives/edgar/data/1090872/000109087223000020/a-10312023xexx211.htm)[3](https://www.sec.gov/Archives/edgar/data/1090872/000109087223000020/a-10312023xexx211.htm)[.](https://www.sec.gov/Archives/edgar/data/1090872/000109087223000020/a-10312023xexx211.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 23.1 | | | | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/1090872/000109087222000026/a-10312022xexx231.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/1090872/000109087223000020/a-10312023xexx231.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 24.1 | | | | | | | | | [Powers of Attorney. Contained in the signature page of this Annual Report on Form [removed: 10-K.](#i6b4177cdf7be4be5ab6ee92712358089_277)] [added: 10-K.](#i5efddf3cfb14402aaf972db895d49f6a_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/1090872/000109087222000026/a-10312022xexx311.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1090872/000109087223000020/a-10312023xexx311.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/1090872/000109087222000026/a-10312022xexx312.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1090872/000109087223000020/a-10312023xexx312.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/1090872/000109087222000026/a-10312022xexx321.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1090872/000109087223000020/a-10312023xexx321.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/1090872/000109087222000026/a-10312022xexx322.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1090872/000109087223000020/a-10312023xexx322.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 10.19 | | | | | | | | | [Form of Stock Award Agreement under the 2018 Stock Plan for Standard Awards granted to Employees (for awards made after November 14, 2023)*](https://www.sec.gov/Archives/edgar/data/1090872/000109087223000020/a-10312023xexx1019.htm) | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 10.20 | | | | | | | | | [Form of Stock Option Award Agreement under the 2018 Stock Plan for non-U.S. Employees (for awards made after November 14, 2023)*](https://www.sec.gov/Archives/edgar/data/1090872/000109087223000020/a-10312023xexx1020.htm) | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 10.21 | | | | | | | | | [Form of Stock Award Agreement under the 2018 Stock Plan for Long-Term Performance Program Awards (for awards made after November 14, 2023)*](https://www.sec.gov/Archives/edgar/data/1090872/000109087223000020/a-10312023xexx1021.htm) | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 10.22 | | | | | | | | | [Form of Stock Award Agreement under the 2018 Stock Plan for Retention Awards granted to Employees (for awards made on or after November 14, 2023)*](https://www.sec.gov/Archives/edgar/data/1090872/000109087223000020/a-10312023xexx1022.htm) | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 10.36 | | | | | | | | | [Amendment No. 1 to Credit Agreement, dated August 7, 2019, by and among the Company, the Lenders party thereto and BNP Paribas, as Administrative Agent](http://www.sec.gov/Archives/edgar/data/1090872/000156459019030780/a-ex101_6.htm) | | | | | | 8-K | | | | | | 8/8/2019 | | | | | | 10.1 | | | | | | | | |

| 10.37 | | | | | | | | | [Amendment No. 2 to Credit Agreement, dated October 21, 2019, by and among the Company, the Lenders party thereto and BNP Paribas, as Administrative Agent](http://www.sec.gov/Archives/edgar/data/1090872/000156459019037386/a-ex101_6.htm) | | | | | | 8-K | | | | | | 10/22/2019 | | | | | | 10.1 | | | | | | | | |

| 10.38 | | | | | | | | | [Amendment No. 3 to Credit Agreement, dated April 17, 2020, by and among the Company, the Lenders party thereto and BNP Paribas, as Administrative Agent](http://www.sec.gov/Archives/edgar/data/1090872/000156459020017459/a-ex101_24.htm) | | | | | | 8-K | | | | | | 4/20/2020 | | | | | | 10.1 | | | | | | | | |

| 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 | | | | | | | | |

| 10.42 | | | | | | | | | [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 | | | | | | | | |

| 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 | | | | | | | | |

Date: December [removed: 20, 2022][added: 19, 2023]

| /s/ MICHAEL R. MCMULLEN | | | | | | Director, President and Chief Executive Officer | | | | | | December [removed: 20, 2022] [added: 19, 2023] | | |

| /s/ ROBERT W. MCMAHON | | | | | | Senior Vice President and Chief Financial Officer | | | | | | December [removed: 20, 2022] [added: 19, 2023] | | |

| /s/ RODNEY GONSALVES | | | | | | Vice President, Corporate Controllership | | | | | | December [removed: 20, 2022] [added: 19, 2023] | | |

| /s/ KOH BOON HWEE | | | | | | Chairman of the Board of Directors | | | | | | December [removed: 20, 2022] [added: 19, 2023] | | |

| /s/ MALA ANAND | | | | | | Director | | | | | | December [removed: 20, 2022] [added: 19, 2023] | | |

| /s/ HANS E. BISHOP | | | | | | Director | | | | | | December [removed: 20, 2022] [added: 19, 2023] | | |

| /s/ OTIS W. BRAWLEY, M.D. | | | | | | Director | | | | | | December [removed: 20, 2022] [added: 19, 2023] | | |

| /s/ G. MIKAEL DOLSTEN, M.D., PH.D. | | | | | | Director | | | | | | December [removed: 20, 2022] [added: 19, 2023] | | |

| /s/ HEIDI KUNZ | | | | | | Director | | | | | | December [removed: 20, 2022] [added: 19, 2023] | | |

| /s/ DANIEL K. PODOLSKY, M.D. | | | | | | Director | | | | | | December [removed: 20, 2022] [added: 19, 2023] | | |

| /s/ SUE H. RATAJ | | | | | | Director | | | | | | December [removed: 20, 2022] [added: 19, 2023] | | |

| /s/ GEORGE A. SCANGOS, Ph.D. | | | | | | Director | | | | | | December [removed: 20, 2022] [added: 19, 2023] | | |

| /s/ DOW R. WILSON | | | | | | Director | | | | | | December [removed: 20, 2022] [added: 19, 2023] | | |