Item 15. Exhibits and Financial Statement Schedules

37K characters. Original on sec.gov · Markdown

Item 15. Exhibits and Financial Statement Schedules

(a) The following documents are filed as part of this report:

  1. Financial Statements.

See Index to Consolidated Financial Statements under Item 8 on Page 53 of this report.

  1. Financial Statement Schedule.

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

SCHEDULE II

SCHEDULE II

VALUATION AND QUALIFYING ACCOUNTS

Column AColumn BColumn CColumn DColumn E
DescriptionBalance at Beginning of PeriodAdditions Charged to Expenses or Other Accounts*Deductions Credited to Expenses or Other Accounts**Balance at End of Period
(in millions)
2023
Tax valuation allowance$115$1$(4)$112
2022
Tax valuation allowance$120$7$(12)$115
2021
Tax valuation allowance$132$5$(17)$120
  • Additions include current year additions charged to expenses and current year build due to increases in net deferred tax assets, return to provision true-ups, other adjustments and other comprehensive income impact to deferred taxes.

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

  1. Exhibits.

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

Incorporation by Reference
Exhibit NumberDescriptionFormDateExhibit NumberFiled Herewith
2.1Separation and Distribution Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc. (pursuant to Item 601(b)(2) of Regulation S-K, schedules to the Separation and Distribution Agreement have been omitted; they will be supplementally provided to the SEC upon request)8-K8/5/20142.1
3.1Second Amended and Restated Certificate of Incorporation.8-K3/17/20233.1
3.2Amended and Restated Bylaws.8-K5/22/20233.2
4.1Registration Rights Agreement between Agilent Technologies, Inc. and Credit Suisse First Boston Corporation, J.P. Morgan Securities, Inc. and Salomon Smith Barney, Inc. dated November 27, 2001.8-K11/27/200199.3
4.2Indenture, dated October 24, 2007, between Agilent Technologies, Inc. and the trustee for the debt securities.S-3ASR10/24/20074.0
4.3Eighth Supplemental Indenture, dated as of September 22, 2016, between the Company and U.S. Bank National Association and Form of Global Note for the Company’s 3.050% Senior Note due 20268-K9/22/20164.01
4.4Indenture, dated as of September 16, 2019, between the Company and U.S. Bank National Association8-K9/16/20194.1
4.5First Supplemental Indenture, dated as of September 16, 2019, between the Company and U.S. Bank National Association and Form of 2.750% Senior Note due 20298-K9/16/20194.2
4.6Second Supplemental Indenture, dated as of June 4, 2020, between the Company and U.S. Bank National Association and Form of 2.100% Senior Note due 20308-K6/4/20204.1
4.7Indenture dated as of March 12, 2021, between the Company and Citibank, N.A.8-K3/12/20214.1
4.8First Supplemental Indenture, dated as of March 12, 2021, between the Company and Citibank, N.A. and Form of Global Note for the Company’s 2.300% Senior Notes due 2031.8-K3/12/20214.2
4.9Description of Securities10-K12/19/20194.8
10.1Agilent Technologies, Inc. 1999 Stock Plan (Amendment and Restatement Effective November 14, 2006).*10-K12/22/200610.8
10.2Form of Award Agreement (U.S.) for grants under the Agilent Technologies, Inc. 1999 Stock Plan.*8-K11/12/200410.1
10.3Form of Award Agreement (Non-U.S.) for grants under the Agilent Technologies, Inc. 1999 Stock Plan.*8-K11/12/200410.2
10.4Agilent Technologies, Inc. 2020 Employee Stock Purchase Plan effective May 1, 2020).*10-Q6/1/202010.1
10.5Agilent Technologies, Inc. 2009 Stock Plan.*DEF14A1/27/2009Appendix A
10.6Form of Stock Option Award Agreement under the 2009 Stock Plan for U.S. Employees (for awards made after October 31, 2010).*10‑K12/20/201010.17
10.7Form of Stock Option Award Agreement under the 2009 Stock Plan for U.S. Employees.*10-K12/21/200910.31
Incorporation by Reference
Exhibit NumberDescriptionFormDateExhibit NumberFiled Herewith
10.8Form of Stock Option Award Agreement under the 2009 Stock Plan for non-U.S. Employees (for awards made after October 31, 2010).*10‑K12/20/201010.19
10.9Form of Stock Option Award Agreement under the 2009 Stock Plan for non-U.S. Employees.*10-K12/21/200910.32
10.10Form of Stock Award Agreement for Standard Awards granted to Employees (for awards made after October 31, 2010).*10‑K12/20/201010.21
10.11Form of Stock Award Agreement under the 2009 Stock Plan for Standard Awards granted to Employees (for awards made after November 17, 2015).*10-K12/21/201510.26
10.12Form of Stock Award Agreement under the 2009 Stock Plan for Long-Term Performance Program Awards (for awards made after November 17, 2015). *10-K12/21/201510.28
10.13Form of Stock Award Agreement under the 2009 Stock Plan for New Executives (for awards made after November 17, 2015). *10-K12/21/201510.29
10.14Agilent Technologies, Inc. 2018 Stock Plan.*DEF14A2/7/2019Appendix B
10.15Form of Stock Award Agreement under the 2018 Stock Plan for Standard Awards granted to Employees. *10-Q5/31/201810.1
10.16Form of Stock Award Agreement under the 2018 Stock Plan for Long-Term Performance Program Awards. *10-Q5/31/201810.2
10.17Form of Stock Award Agreement under the 2018 Plan for Standard Awards granted to Employees (for awards made after November 13, 2018). *10-K12/20/201810.17
10.18Form of Stock Award Agreement under the 2018 Stock Plan for Long-Term Performance Program Awards (for awards made after November 13, 2018). *10-K12/20/201810.18
10.19Form of Stock Award Agreement under the 2018 Stock Plan for Standard Awards granted to Employees (for awards made after November 14, 2023)*X
10.20Form of Stock Option Award Agreement under the 2018 Stock Plan for non-U.S. Employees (for awards made after November 14, 2023)*X
10.21Form of Stock Award Agreement under the 2018 Stock Plan for Long-Term Performance Program Awards (for awards made after November 14, 2023)*X
10.22Form of Stock Award Agreement under the 2018 Stock Plan for Retention Awards granted to Employees (for awards made on or after November 14, 2023)*X
10.23Agilent Technologies, Inc. Supplemental Benefit Retirement Plan (Amended and Restated Effective May 20, 2014).*10-K12/21/201710.17
10.24Agilent Technologies, Inc. Long-Term Performance Program (Amended and Restated through November 1, 2005).*10-Q3/9/200610.63
10.25Agilent Technologies, Inc. 2005 Deferred Compensation Plan for Non-Employee Directors (Amended and Restated Effective November 18, 2009).*10-K12/21/200910.39
10.26Agilent Technologies, Inc. 2005 Deferred Compensation Plan (Amended and Restated Effective May 20, 2014).*10-K12/21/201710.20
Incorporation by Reference
Exhibit NumberDescriptionFormDateExhibit NumberFiled Herewith
10.27Agilent Technologies, Inc. 2010 Performance‑Based Compensation Plan for Covered Employees. (as adopted on November 19. 2014)DEF14A2/6/2015Annex A
10.28Form of Amended and Restated Indemnification Agreement between Agilent Technologies, Inc. and Directors of the Company, Section 16 Officers and Board‑elected Officers of the Company.*8-K4/10/200810.1
10.29Form of Tier I Change of Control Severance Agreement between Agilent Technologies, Inc. and the Chief Executive Officer*10-K12/22/201410.35
10.30Form of Amended and Restated Change of Control Severance Agreement between Agilent Technologies, Inc. and Section 16 Officers (other than the Company's Chief Executive Officer).*8-K4/10/200810.3
10.31Form of Tier II Change of Control Severance Agreement between Agilent Technologies, Inc. and Section 16 Officers (other than the Company’s Chief Executive Officer)*10-K12/22/201410.37
10.32Form of New Executive Officer Change of Control Severance Agreement between Agilent Technologies, Inc. and specified executives of the Company (for executives hired, elected or promoted after July 14, 2009).*10-K12/21/200910.5
10.33Form of Tier III Change of Control Severance Agreement between Agilent Technologies, Inc. and specified executives of the Company*10-K12/22/201410.39
10.34Tax Matters Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc.8-K8/5/201410.1
10.35Employee Matters Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc.8-K8/5/201410.2
10.36Intellectual Property Matters Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc.8-K8/5/201410.3
10.37Trademark License Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc.8-K8/5/201410.4
10.38Real Estate Matters Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc.8-K8/5/201410.5
10.39Credit Agreement, dated June 7, 2023, by and among the Company, the Lenders party thereto and BNP Paribas, as Administrative Agent.8-K6/13/202310.1
10.40Incremental Assumption Agreement dated as of April 21, 2021, by and among the Company, the Lenders party thereto and BNP Paribas, as Administrative Agent8-K4/22/202110.1
10.41Term Loan Agreement, dated as of April 15, 2022, among the Company, the lenders party thereto, Wells Fargo Bank, National Association, as administrative agent.8-K4/19/202210.1
10.42Letter of Terms and Conditions of U.S. Indefinite Relocation and U.S. Domestic Relocation Agreement, each by and among Michael R. McMullen and the Company*10-Q3/8/201610.1
Incorporation by Reference
Exhibit NumberDescriptionFormDateExhibit NumberFiled Herewith
10.43Letter of Terms and Conditions of U.S. Indefinite Relocation and U.S. Domestic Relocation Agreement, each by and among Robert McMahon and the Company*10-K12/20/201810.41
10.44Letter of Terms and Conditions Localization Program by and among Padraig McDonnell and the Company*10-Q6/1/202010.2
10.45Agilent Technologies, Inc. Excess Benefit Retirement Plan (Amended and Restated Effective May 20, 2014)*10-K12/21/201710.4
21.1Significant subsidiaries of Agilent Technologies, Inc. as of October 31, 2023.X
23.1Consent of Independent Registered Public Accounting Firm.X
24.1Powers of Attorney. Contained in the signature page of this Annual Report on Form 10-K.X
31.1Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002.X
31.2Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002.X
32.1Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002.X
32.2Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002.X
101.INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.X
101.SCHXBRL Taxonomy Extension Schema Document.X
101.CALXBRL Taxonomy Extension Calculation Linkbase Document.X
101.LABXBRL Taxonomy Extension Label Linkbase Document.X
101.PREXBRL Taxonomy Extension Presentation Linkbase Document.X
101.DEFXBRL Taxonomy Extension Definition Linkbase Document.X
  • Indicates management contract or compensatory plan, contract or arrangement.

Previous: Item 13. Certain Relationships and Related Transactions, and Director Independence · Next: Item 14. Principal Accounting Fees and Services