Agilent Technologies (A) 10-K risk factor changes: FY2024 vs FY2023

Any decline in our customers' markets or in general economic conditions [removed: would likely] [added: has in the past and may in the future] result in a reduction in demand for our products and services.

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

[removed: Foreign] [added: Overall, foreign] currency movements for the year ended October 31, [removed: 2023,] [added: 2024,] had [removed: an] [added: no] overall [removed: unfavorable] impact on revenue [removed: of approximately 2 percentage points] [added: growth] when compared to the same period last year.

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

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

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

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

In addition, [removed: although the majority of our products are priced and paid for in U.S. dollars,] a significant amount of certain types of expenses, such as payroll, utilities, tax, and marketing expenses, are paid in local currencies.

The timing and amount of revenue from customers that rely on government [removed: funding] or research [added: funding] may vary significantly due to factors that can be difficult to forecast, including changes in spending authorizations and budgetary priorities for our products and services.

In order to secure components for the production of products, we may [removed: continue to] enter into non-cancelable purchase commitments with vendors, or at times make advance payments to suppliers, which could impact our ability to adjust our inventory to declining market demands.

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

Consolidation in our industries could result in existing competitors increasing their market share through business combinations and result in stronger competitors, which could [removed: have a material adverse effect on] [added: adversely affect] our business, financial condition and results of operations.

[removed: Public health crises may also impact our] [added: Our] supply chain [removed: as] [added: has in the past and may in the future be impacted, and] we could experience disruptions or delays in shipments of certain materials or components of our products.

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 [added: 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.

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

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

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

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

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

Some of our products and related consumables are used in conjunction with chemicals whose manufacture, processing, distribution and notification requirements are regulated by the U.S. Environmental Protection Agency (“EPA”) under the Toxic Substances Control Act [added: ("TSCA")] and by regulatory bodies in other countries under similar [removed: laws.][added: laws, to prevent unreasonable risks to human health or the environment.]

[removed: Control Act] [added: The TSCA] prohibits persons from manufacturing [added: (domestic production or importation of)] any chemical in the United States that has not been reviewed by the EPA for its effect on health and safety [removed: and placed] [added: or which is not listed] on [removed: an] [added: the] EPA [removed: inventory of] [added: TSCA] chemical [removed: substances.][added: substance inventory.]

Failure to comply with these laws, regulations or provisions in our government contracts could result in the imposition of various civil and criminal penalties, [added: suspension of government contracts or debarment,] termination of contracts, forfeiture of profits, suspension of payments, increased pricing pressure or suspension from future government contracting.

[removed: We cannot provide assurance that our] [added: Our] internal controls and compliance systems [removed: will] [added: may not] always protect us from acts committed by employees, agents or business partners of ours (or of businesses we acquire or partner with) that would violate U.S. and/or non-U.S. laws, including the laws governing payments to government officials, bribery, fraud, kickbacks and false claims, pricing, sales and marketing practices, conflicts of interest, competition, employment practices and workplace behavior, export and import compliance, money laundering and data privacy.

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

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

[removed: For example, our] [added: 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.

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

We rely on various intellectual property rights, including patents, copyrights, trademarks and trade secrets, as well as confidentiality provisions and licensing arrangements, to [removed: establish] [added: establish, maintain and enforce] our proprietary rights.

Although we utilize manufacturing facilities throughout the world, we have consolidated, and may further consolidate, our manufacturing operations to certain of our [removed: plants] [added: facilities] to achieve efficiencies and gross margin improvements.

If one or more of the third-party package delivery [added: or other logistics] providers [added: we use] experiences a significant disruption in services or institutes a significant price increase, we may have to seek alternative providers, [removed: our costs] [added: which] could [removed: increase, and] [added: result in increased costs, and/or delay] the delivery of our [removed: products could be prevented or delayed.][added: products.]

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

[removed: Although we carry insurance for property damage and business interruption, we] [added: We] do not carry insurance or financial reserves for interruptions or potential losses arising from earthquakes or terrorism.

In addition, security breaches of our information technology systems [added: or products] could result in the misappropriation or unauthorized disclosure of confidential information belonging to us or to our employees, [removed: partners, customers or suppliers, which could result in our suffering significant financial or reputational damage.]

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

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

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

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

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 [added: other business considerations that our Board of Directors considers relevant.]

As of October 31, [removed: 2023,] [added: 2024,] we had cash and cash equivalents of approximately [removed: $1,590] [added: $1,329] million invested or held in a mix of money market funds, time deposit accounts and bank demand deposit accounts.

In the future, we

Public health crises, and any related remediation measures such as quarantine, curfew and other travel and activity restrictions, may impact our operations and sales and delivery of products and services.

Under the TSCA, the EPA has authority to require reporting, record-keeping and testing, and to implement restrictions relating to chemical substances and/or mixtures.

Issues in the development, deployment, and use of artificial intelligence technologies in our business operations, services and products may result in reputational harm, regulatory action, or legal liability, and any failure to adapt to such technological developments or industry trends could adversely affect the competitiveness of our business.

We are integrating artificial intelligence and machine learning technologies (“AI”) into our business operations, products and services, while continuing to explore the opportunities that AI could bring to the company.

The use of AI, particularly generative AI, presents opportunities as well as risks that could negatively impact the business.

The development, deployment, and use of AI, including within the life sciences industry, is still in its early stages, where the use of insufficiently developed AI technologies and premature deployment practices could result in unintended outcomes that harm the business.

AI technologies may be developed using inaccurate, incomplete, flawed or biased algorithms, training methodologies or data, which could result in competitive harm, regulatory penalties, legal liability, or brand or reputational harm.

Further, a failure to timely and effectively use or deploy AI and integrate it into new product offerings and services could negatively impact our competitiveness, particularly ahead of evolving industry trends and evolving consumer demands.

We may be unable to devote adequate financial resources to develop or acquire new AI technologies and systems in the future.

Use of AI to improve internal business operations, or in the development or provision of products or services, poses risks and challenges.

AI can pose risks from an intellectual property, confidential data leakage, data protection, privacy perspective, as well as raise ethical concerns, compliance issues, and security risks.

The input of confidential information or trade secrets into AI systems may result in the loss of intellectual property, proprietary rights, or attorney-client privilege in such information or trade secrets.

The use of AI technologies for developing products or services may adversely affect or preclude the company’s intellectual property rights in such products or services, or may expose the company to liability related to the infringement, misappropriation or other violation of third-party intellectual property.

The use of AI technologies with personally identifiable information may also result in legal liability.

Further, particularly given the nascent stage of the technology, the use of AI can lead to unintended consequences, including the generation of outputs that appear correct but are factually inaccurate, misleading, or that result in unintended biases and discriminatory outcomes, or are otherwise flawed, which could harm our reputation and business and expose us to risks related to such inaccuracies or errors in these outputs.

Moreover, AI is subject to a dynamic and rapidly evolving legal and regulatory environment, which, without appropriate review, governance and risk management, could expose the company to unforeseen legal or regulatory scrutiny and liabilities.

As such, it remains uncertain how AI laws and regulations will impact our business or the associated cost or risks related to compliance therewith or with respect to embedding compliance mechanisms appropriately and effectively into our operations.

The use of AI may be subject to new legal or regulatory requirements, the impact of which may be prohibitive or pose further risks from a legal or regulatory action perspective.

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

Although we carry insurance for property damage and business interruption, these coverages are subject to deductibles as well as caps and may not be sufficient to cover the entirety of potential losses in certain catastrophic events.

partners, customers or suppliers, which could result in our suffering significant financial or reputational damage.

For example, as a U.S. publicly traded company, we are subject to the U.S. Securities and Exchange Commission Final Rule on Cybersecurity Risk Management, Strategy, Governance and Incident Disclosure which requires enhanced disclosure requirements for cybersecurity, with similar applicable requirements under the EU’s NIS2 Directive and China’s Data Security Law.

The Organization for Economic Co-operation and Development ("OECD") has introduced rules to establish a global minimum tax rate of 15 percent, commonly referred to as the Pillar Two rules.

Many countries have enacted legislation to implement the Pillar Two rules.

We are currently evaluating the potential impacts that Pillar Two may have on future periods and will continue to monitor the implementation of the Pillar Two rules in the jurisdictions in which we operate.

Under our U.S. commercial paper program, the company may issue and sell unsecured, short-term promissory notes in the aggregate principal amount not to exceed $1.5 billion with up to 397-day maturities.

As of October 31, 2024, we had approximately $3.4 billion in outstanding indebtedness which included an aggregate outstanding principal amount of $3.3 billion in unsecured senior notes.

We may borrow additional amounts in the future and use the proceeds from any future

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

prospects;

The markets in which we operate are very dynamic, and our businesses continue to respond with reorganizations, workforce reductions and site closures.

For example, the recent global spread of COVID-19 had an adverse impact on our operations, sales and delivery and supply chains.

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

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

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

As conditions improve, there may be increases in demand for certain of our products, which could pose challenges to our supply chain.

If there are supply shortages or delays and we are not able to meet increasing product demand, our results would be adversely affected.

fines, penalties and other damages.

The Toxic Substances Control Act regulations govern, among other things, the testing, manufacture, processing and distribution of chemicals, the testing of regulated chemicals for their effects on human health and safety and the import and export of chemicals.

The Toxic Substances

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

In

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.

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 the credit facility, the incremental facilities and the uncommitted money market line credit facility.

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

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

other business considerations that our Board of Directors considers relevant.

This report contains forward-looking statements including, without limitation, statements regarding growth opportunities, including for [removed: revenue] and [added: in] our end markets, [removed: strength and drivers of the markets into which we sell, sales funnels, our strategic direction,] new product and service [removed: introductions and] [added: introductions,] the position [added: and strength] of our [removed: current] [added: businesses,] products and services, market demand for and adoption of our [removed: products,] [added: products and solutions,] the ability of our products and solutions to address customer needs and meet industry requirements, our focus on [removed: differentiating] [added: enhancing] our [added: customers' experience, delivering differentiated] product [removed: solutions, improving our customers’ experience] [added: solutions] and [removed: growing our earnings, future financial results, our operating margin, mix,] [added: driving productivity improvements,] 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 [removed: focus on balanced capital allocation, our] contributions to our [removed: pension and other] defined benefit plans, [removed: impairment 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 [removed: tariffs and] foreign currency [added: and interest rate] movements, our future effective tax rate, [removed: tax valuation allowance and] unrecognized tax benefits, [removed: the impact of local government regulations on our ability to pay vendors or conduct operations,] [added: reimbursement incentives,] our ability to satisfy our liquidity requirements, including through cash generated from operations, the potential impact of adopting new accounting pronouncements, [removed: indemnification, source and supply of materials used in our products,] [added: indemnification obligations,] our sales, our purchase commitments, our capital expenditures, the [removed: integration and] [added: integration,] effects [added: and timing] of our acquisitions and other transactions, [removed: savings and headcount] [added: expense] reduction [removed: recognized] [added: and other results] from our restructuring programs and other cost saving initiatives, our stock repurchase program and dividends, macroeconomic [removed: environment] and [removed: geopolitical uncertainties, interest rate] [added: market conditions, the recovery] and [added: health of our end markets, seasonality, mix, future financial results, our operating margin, our geographical diversification, interest rates,] inflationary [removed: pressures,] [added: pressures and local regulations and restrictions,] that involve risks and uncertainties.

Agilent's net revenue of $6,833 million [removed: in 2023] was slightly down [added: in 2023] 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 [removed: the same period last year.][added: 2022.]

Revenue in the life sciences and applied markets business decreased [removed: 4] [added: 3] percent in 2023 when compared to 2022.

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

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

Agilent's net revenue of [removed: $6,848] [added: $6,510] million [removed: increased 8 percent] in [removed: 2022] [added: 2024 decreased 5 percent] when compared to [removed: 2021.][added: 2023.]

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

Revenue in the life sciences and applied markets business [removed: increased 9] [added: decreased 8] percent in [removed: 2022] [added: 2024] when compared to [removed: 2021.][added: 2023.]

Foreign currency movements had [removed: an] [added: no] overall [removed: unfavorable] impact on revenue growth [removed: of 4 percentage points] in [removed: 2022] [added: 2024] when compared to [removed: 2021.][added: 2023.]

Revenue in the diagnostics and genomics business [removed: increased 7] [added: decreased 6] percent in [removed: 2022] [added: 2024] when compared to [removed: 2021.][added: 2023.]

Revenue in the Agilent CrossLab business increased [removed: 7] [added: 5] percent in [removed: 2022] [added: 2024] when compared to [removed: 2021.][added: 2023.]

Net income was [removed: $1,240] [added: $1,289] million in [removed: 2023] [added: 2024] compared to net income of [removed: $1,254] [added: $1,240] million and [removed: $1,210] [added: $1,254] million in [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] respectively.

As of October 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] we had cash and cash equivalents balances of [removed: $1,590] [added: $1,329] million and [removed: $1,053] [added: $1,590] million, respectively.

[removed: *2019] [added: *2021] Repurchase Program.* During the year ended October 31, [removed: 2021,] [added: 2022,] we repurchased and retired [removed: 3.1] [added: 8.4] million shares for [removed: $365] [added: $1,139] million under this authorization.

[removed: *2021 Repurchase Program.*] During the year ended October 31, [removed: 2021,] [added: 2023,] we repurchased and retired [removed: 3.0] [added: 3.9] million shares for [removed: $423 million] [added: $476 million, excluding excise taxes,] under this authorization.

During the year ended October 31, [removed: 2022,] [added: 2024,] we repurchased and retired 8.4 million shares for [removed: $1,139 million] [added: $1,150 million, excluding excise taxes,] under this authorization.

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

[removed: *2023 Repurchase Program.*] On [removed: January 9, 2023,] [added: May 29, 2024,] we announced that our board of directors had approved a [added: new] share repurchase program (the [removed: "2023] [added: "2024] 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: 2023] [added: 2024] 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 [removed: 2023] [added: 2024] 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: 2023,] [added: 2024,] we had remaining authorization to repurchase up to approximately [removed: $1,524] [added: $374] million of our common stock under the 2023 repurchase program.

[removed: As a result,] [added: During the year ended October 31, 2024,] we recorded the applicable excise [removed: tax] [added: taxes payable] of [removed: $3.2] [added: approximately $10] million [removed: 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.

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

[added: *Dividends.*] During the year ended October 31, [removed: 2021,] [added: 2024,] cash dividends of [removed: $0.776] [added: $0.944] per share, or [removed: $236] [added: $274] million were declared and paid on the company's outstanding common stock.

On November [removed: 15, 2023,] [added: 20, 2024,] we declared a quarterly dividend of [removed: $0.236] [added: $0.248] per share of common stock, or approximately [removed: $69] [added: $71] million which will be paid on January [removed: 24, 2024,] [added: 22, 2025,] to shareholders of record as of the close of business on [removed: January 2,] [added: December 31,] 2024.

[removed: We expect to continue to face] [added: Although] inflationary pressures [removed: which] [added: are uncertain,] we will continue to mitigate [added: their impact] through targeted pricing [added: strategies] and various other [removed: cost savings strategies.][added: cost-saving initiatives.]

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

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

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

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

For [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] discount rates for the U.S. [removed: pension] [added: defined benefit plans] and [removed: retiree medical] [added: post-retirement benefit] plans [removed: increased] [added: decreased] compared to the previous year due to the [removed: increase] [added: decrease] in the corporate bond rates.

For [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] the discount rates for non-U.S. [added: defined benefit] plans were generally based on published rates for high quality corporate bonds and in [removed: 2023,] [added: 2024,] mostly [removed: increased] [added: decreased] compared to the previous year.

If we had changed our discount rate by 1 percent, the impact would have been approximately $1 million on U.S. [removed: pension] [added: defined benefit plans and post-retirement benefit plans] expense and $11 million on non-U.S. [removed: pension] [added: defined benefit plans] expense for the year ended October 31, [removed: 2023.][added: 2024.]

For U.S. [removed: Plans,] [added: defined benefit plans,] gains and losses are amortized over the average future lifetime of participants using the corridor method.

For most [removed: Non-U.S. Plans] [added: non-U.S. defined benefit plans] and U.S. [removed: Post-Retirement Benefit Plans,] [added: post-retirement benefit plans,] gains and losses are amortized 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: 2023.][added: 2024.]

Due to fluctuations in equity and bond markets, our actual allocations of plan assets at October 31, [removed: 2023,] [added: 2024,] may differ from the target allocation.

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

New Segment Structure

In the first quarter of fiscal year 2024, we announced a change in our operating segments to move our cell analysis business from our life sciences and applied markets segment to our diagnostics and genomics operating segment in order to further strengthen growth opportunities for both organizations.

Following this reorganization, we continue to have three business segments comprised of life sciences and applied markets, diagnostics and genomics and Agilent CrossLab, each of which continues to comprise a reportable segment.

We began reporting under this new structure with the Quarterly Report on Form 10-Q for the period ended January 31, 2024.

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

There was no change to our Agilent CrossLab business segment.

Acquisition

On September 20, 2024, we acquired 100 percent of the stock of BIOVECTRA for total consideration of $915 million in cash.

The acquisition expands our contract development and manufacturing organization.

As a result of the acquisition, BIOVECTRA became a wholly-owned subsidiary of Agilent.

The acquisition has been accounted for in accordance with the authoritative accounting guidance, and the results of BIOVECTRA are included in Agilent's consolidated financial statements from the date of acquisition.

Foreign currency movements for 2024 had no overall impact on revenue growth when compared to 2023.

Net revenue declined in our life sciences and applied markets and diagnostics and genomics segments, mostly in the pharmaceutical market, due primarily to the overall pressures on our customers' capital expenditure spending which continued in 2024.

Revenue declines were partially offset by revenue growth in our Agilent CrossLab segment.

Foreign currency movements had no overall impact on revenue growth in 2024 when compared to 2023.

Foreign currency movements had no overall impact on revenue growth in 2024 when compared to 2023.

Foreign currency movements had an

overall unfavorable impact on revenue growth of 2 percentage points in 2023 when compared to 2022.

Net income in 2024 was impacted by cost-saving initiatives and higher interest income.

The 2024 repurchase program became effective on August 1, 2024 and will commence upon the termination of our 2023 repurchase program.

In fiscal year 2023, we recorded excise taxes payable of approximately $3 million related to shares repurchased in 2023 and paid the tax in 2024.

Looking forward, our primary focus remains on enhancing our customers’ experience, delivering differentiated product solutions and driving productivity improvements.

While customer capital budgets continue to be constrained, we anticipate a gradual and steady recovery in the short-term.

We also remain optimistic about the long-term health of our key end markets.

We estimate the standalone selling price by calculating the

At the beginning of fiscal year 2024, in connection with the change in our segment reporting, we assessed goodwill impairment for our three reporting units which consisted of our three segments: life sciences and applied markets, diagnostics and genomics and Agilent CrossLab.

We performed a quantitative test for goodwill impairment of the three reporting units as of November 1, 2023, due to the change in our segment structure.

As of November 1, 2023, there was no impairment of goodwill.

Our determination of the fair value of the trade name acquired involves the

We value backlog using the discounted cash flows based on the estimated revenue from pending orders.

We value license agreements based on the expected future cash receipts from license agreements, discounted to present value over the term of the agreement.

As of October 31, 2024, we do not have any indefinite-lived intangible assets.

During fiscal year 2024, we recorded an impairment of in-process research and development of $6 million in research and development in the consolidated statement of operations related to a project in our life sciences and applied markets segment.

In accordance with the guidance on the accounting for

*Summary of Restructuring Plans.* In fiscal years 2024 and 2023, we announced restructuring plans that were both designed to reduce costs and expenses in response to macroeconomic conditions.

When completed, the restructuring programs are expected to result in the reduction in annual cost of sales and operating expenses over the three business segments.

A summary of our aggregate liability related to both restructuring plans and the total restructuring expense since inception of those plans are shown in the table below:

| Non-cash settlements | | | (1) | | | | | | (8) | | | | | | | | | | | | (9) | | |

| Income statement expense | | | 75 | | | | | | 1 | | | | | | | | | | | | 76 | | |

| Non-cash settlements | | | (7) | | | | | | (1) | | | | | | | | | | | | (8) | | |

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.

Net revenue increased in all business segments, geographic regions and most key end markets compared to 2021.

Net income in 2021 was impacted by higher sales volume and net gains on fair value of equity securities partially offset by significant expense increases from our variable pay, share-based compensation expense and sales commissions.

Effective February 18, 2021, the 2019 repurchase program was terminated and replaced by the 2021 repurchase program.

The remaining authorization under the 2019 repurchase plan of $193 million expired on February 18, 2021.

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

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.

Looking forward, we continue to be focused on improving our customers’ experience, differentiating product solutions and productivity.

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.

product revenue is recognized when control has passed to the customer, and recognition of installation revenue occurs once completed.

Other important assumptions include

We performed a qualitative test for impairment of indefinite-lived intangible assets as of September 30, 2023.

Based on the results of our qualitative testing, we believe that it is more-likely-than-not that the fair values of these indefinite-lived intangible assets are greater than their respective carrying values.

Each quarter we review the events and circumstances to determine if impairment of indefinite-lived intangible assets is indicated.

| Accelerated depreciation expenses of ROU and machinery and equipment | | | — | | | | | | (8) | | | | | | | | | | | | (8) | | |

| | | | | | | | | |

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

| | | | | | | Year Ended | | |

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

| Diagnostics and genomics | | | $ | 1,409 | | | | | $ | 1,389 | | | | | $ | 1,296 | | | | | 1% | | | | | | 7% | | |

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

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

Research and development expenses increased due to higher wages and program investments in our diagnostics and genomics segment and in our mass spectrometry business within our life sciences and applied markets segment, and additional research and development expenses related to the Resolution Bioscience acquisition.

The increase was due to higher wages, share-based compensation expense and inflationary pressures mostly offset by lower commissions, acquisition and integration costs, variable pay, transformational initiatives and a decrease related to the change in the fair value of contingent consideration.

Operating margin increased due to higher sales volume, increased gross margin, lower commissions and variable pay partially offset by increases in wages, share-based compensation expense and inflationary pressures.

Other income (expense), net includes a $17 million loss on extinguishment of debt and net gains on the fair value of equity securities of approximately $98 million.

The income taxes for the year ended October 31, 2021, also include the excess tax benefits from stock-based compensation of $29 million.

| Net revenue | | | $ | 3,856 | | | | | $ | 4,007 | | | | | $ | 3,663 | | | | | (4)% | | | | | | 9% | | |

The increase in Asia Pacific was led by strong demand in liquid chromatography systems in China.

In 2022, revenue growth was driven by strong growth in liquid chromatography, spectroscopy products and consumables portfolio when compared to 2021.

End market revenue performance in 2022 was mixed with pharmaceutical, chemicals and advanced materials markets and diagnostics and clinical market delivering strong revenue growth, food and environmental and forensics delivering modest revenue growth while academia and government remained relatively flat when compared to 2021.

Revenue growth in the chemicals and advanced materials market was mainly driven by strength in our gas chromatography and spectroscopy portfolio as compared to 2021.

| Operating margin | | | 28.9 | | % | | | | 29.6 | | % | | | | 27.8 | | % | | | | (1) ppt. | | | | | | 2 ppts. | | |

| Income from operations | | | $ | 1,116 | | | | | $ | 1,186 | | | | | $ | 1,017 | | | | | (6)% | | | | | | 17% | | |

Gross margin was impacted by higher materials and logistics costs which were fully offset by price increases, higher sales volume and favorable cash flow hedging gains.

Approximately [removed: 52] [added: 48] percent of our revenue in [removed: 2023, 56] [added: 2024, 52] percent of our revenue in [removed: 2022] [added: 2023] and [removed: 53] [added: 56] percent of our revenue in [removed: 2021] [added: 2022] was generated in U.S. dollars.

As of October 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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.

Foreign currency movements had no overall impact on revenue growth in the year ended October 31, 2024.

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

[removed: For fiscal year ended October 31, 2023,] [added: Following this reorganization,] we [added: continued to] have three business segments comprised of [removed: the] life sciences and applied [removed: markets business, the] [added: markets,] diagnostics and genomics [removed: business] and [removed: the] Agilent [removed: CrossLab business.][added: CrossLab, each of which continues to comprise a reportable segment.]

Our diagnostics and genomics business is comprised of [removed: six] [added: seven] areas of activity providing active pharmaceutical ingredients ("APIs") for oligo-based therapeutics as well as solutions that include reagents, instruments, software and consumables which enable customers in the clinical and life sciences research areas to interrogate samples at the cellular and molecular level.

The Agilent CrossLab business spans the entire lab with its extensive services portfolio, which is designed to improve customer [removed: outcomes.][added: outcomes and represents a broad range of offerings designed to serve customer needs across end-markets regardless of instrument manufacturer.]

OFS provides resources for manufacturing, [removed: engineering] [added: engineering, logistics,] and strategic sourcing to our respective businesses.

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

As of October 31, [removed: 2023,] [added: 2024,] we employed approximately [removed: 18,100] [added: 17,900] people worldwide.

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

Key product categories include: liquid chromatography ("LC") systems and components; liquid chromatography mass spectrometry ("LCMS") systems; gas chromatography ("GC") systems and components; gas chromatography mass spectrometry ("GCMS") systems; inductively coupled plasma mass spectrometry ("ICP-MS") instruments; atomic absorption ("AA") instruments; microwave plasma-atomic emission spectrometry ("MP-AES") instruments; inductively coupled plasma optical emission spectrometry ("ICP-OES") instruments; raman spectroscopy; [removed: cell analysis plate based assays; flow cytometer; real-time cell analyzer; cell imaging systems; microplate reader;] laboratory software for sample tracking; information management and analytics; laboratory automation and robotic systems; dissolution testing; vacuum pumps and measurement technologies.

We employed approximately [removed: 6,900] [added: 6,000] people as of October 31, [removed: 2023] [added: 2024] in our life sciences and applied markets business.

*The Pharmaceutical, Biopharmaceutical, CRO & CMO Market.* This market consists of “for-profit” companies [removed: who] [added: which] participate across the pharmaceutical value chain in the areas of therapeutic research, discovery & development, clinical trials, manufacturing and quality assurance and quality control.

[removed: Our products] [added: Additionally, our services, software and technical support] are used to [removed: test] [added: 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 [removed: natural gas and] [added: upstream] petroleum exploration and refining markets use our products to analyze [added: natural gas,] crude oil composition, perform intermediate material analysis, verify and improve refining processes and ensure the overall quality of gasoline, fuels, lubricants and other products.

*The Environmental & Forensics Market.* Our instruments, software and workflow solutions are used by the environmental market for applications such as laboratory and field analysis of [added: regulated and unregulated] chemical pollutants in air, water, soil and solid waste.

Environmental industry customers include all levels of government, the industrial and manufacturing sectors, engineering and consulting companies, commercial testing [removed: laboratories] [added: laboratories, public] and [added: private utilities and] colleges and universities.

[removed: Our] [added: Additionally, 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.

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

A liquid [removed: chromatograph ("LC") or a] [added: chromatograph,] high-performance liquid chromatograph ("HPLC") [added: or ultra-high performance liquid chromatograph (“UHPLC”)] is used to separate molecules of a liquid mixture to determine the quantity and identity of the molecules present.

The Agilent LC portfolio is [added: largely] modular in construction and can be configured as analytical and preparative systems.

As a leader in liquid chromatography, we continue to expand our application space with new HPLC columns, new services and [removed: diagnostics offerings and] ongoing instrument and software product enhancements.

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

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

MS is an important tool in analyzing [added: a broad spectrum of analytes, from] small [removed: molecules and can also be used] [added: molecules, such as pesticides,] to [removed: characterize and quantify] large molecules, such as [added: intact] proteins and other biological entities.

We significantly expanded our mass spectrometry portfolio in recent years with a focus on improving performance, sensitivity, [removed: and] [added: precision, robustness,] ease of [removed: use.][added: use and onboard intelligence.]

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") [added: 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 [added: and genomics] customers.

We had approximately [removed: 54,200] [added: 52,000] customers for our life sciences and applied markets business in fiscal [removed: 2023.][added: year 2024.]

Historically, the result is that our first and fourth fiscal quarters tend to deliver the strongest profits for [removed: this group.][added: the life sciences and applied markets business.]

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

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

We have FDA registered sites in California, [removed: Vermont,] Germany and Singapore.

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

Our diagnostics and genomics business is comprised of [removed: six] [added: seven] areas of activity providing active pharmaceutical ingredients ("APIs") for oligo-based therapeutics as well as solutions that include reagents, instruments, software and consumables, which enable customers in the clinical and life sciences research areas to interrogate samples at the cellular and molecular level.

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

The broad portfolio of offerings includes immunohistochemistry [removed: ("IHC"), in situ hybridization ("ISH"), hematoxylin and eosin]

[added: ("IHC"), in situ hybridization ("ISH"), hematoxylin and eosin] ("H&E") staining and special staining.

We employed approximately [removed: 3,100] [added: 4,600] people as of October 31, [removed: 2023] [added: 2024] in our diagnostics and genomics business.

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

The market [added: focus] is [removed: skewed towards] [added: on] mature [removed: economies, with most of the market] [added: economies primarily] in North America, Western Europe and Japan.

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

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

In the first quarter of fiscal year 2024, we announced a change in our operating segments to move our cell analysis business from our life sciences and applied markets segment to our diagnostics and genomics operating segment in order to further strengthen growth opportunities for both organizations.

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

There was no change to our Agilent CrossLab business segment.

See also Note 23, "Subsequent Event" for additional information on recent changes to our organizational structure.

Our products are used to test for safety, quality, and compliance across the value chains of advanced materials – including semiconductors/electronics, batteries, specially engineered polymers and polymeric materials, minerals & metals, thin film & optics, consumer products and packing materials – from the upstream raw materials, materials production, and final products to the end markets and recycling.

First, our cell analysis business includes instruments, reagents, software, and labware associated with unique live-cell analysis platforms in addition to mainstream flow cytometers, plate-readers, and plate washers/dispensers which are used across a broad range of applications.

Together, our BIOVECTRA and nucleic acid solutions businesses offer a broader range of contract and development manufacturing services to our customers.

They also provide clinical-to-commercial scale production capabilities focused mainly on mRNA manufacturing.

Sixth, our genomics business includes arrays and next generation sequencing ("NGS").

*The Diagnostics and Clinical Market.* The diagnostics and clinical market focus within the diagnostics and genomics business is to provide instruments, software, reagents, and consumables that enable customers to perform clinical research and routine testing.

*The Pharmaceutical, Biopharmaceutical, CRO & CMO Market.* This market consists of “for-profit” companies which participate across the pharmaceutical value chain in the areas of therapeutic research, discovery & development, clinical trials, manufacturing and quality assurance and quality control.

A second sub-segment includes biopharmaceutical companies ("biopharma"), contract research organizations ("CROs") and contract manufacturing organizations ("CMOs").

Our primary focus is on biopharma working with advanced therapeutic modalities (e.g., cell and gene therapies) where we provide a suite of research tools and companion diagnostic development services.

Additionally, we provide active pharmaceutical ingredient ("API") contract development and manufacturing services for oligonucleotide-based therapeutic modalities.

With the acquisition of BIOVECTRA, we will offer our pharmaceutical customers even more specialized manufacturing capabilities for targeted therapeutics, from sterile-fill finish to a single source for gene editing solutions.

*Advanced Manufacturing Partnerships*

With the acquisition of BIOVECTRA, we will offer our pharmaceutical customers even more specialized manufacturing capabilities for targeted therapeutics, from sterile-fill finish to a single source for gene editing solutions.

One sub-segment of this market is core and emerging pharmaceutical companies ("pharma").

In 2023, we announced near and long term greenhouse gas emission reduction targets which were validated by the Science Based Targets initiative ("SBTi").

We also aim to provide transparency on our approach to sustainability management through our annual ESG report.

The global proliferation of privacy laws, with governmental authorities around the world passing or considering passing legislative and regulatory proposals concerning

enables us to reach, locate and support employees in travel or in crisis areas.

*Bret DiMarco*, 56, has served as our Senior Vice President, Agilent and Chief Legal Officer and Secretary since July 2024.

Prior to joining Agilent, he served as the Chief Legal Officer at Pendo.io Incorporated, a privately held company, from September 2022 to June 2024.

From June 2006 to July 2022, he held several positions at Coherent, Inc., including Executive Vice President, General Counsel, Chief Legal Officer and Corporate Secretary until its acquisition by II-VI Incorporated after which he served as a Special Advisor to the President until September 2022.

Since September 2004, Mr. DiMarco has been an Adjunct Associate Professor of Law at the University of California College of the Law, San Francisco.

From October 2023 to present, Mr. DiMarco has been the Chair of the Nasdaq Exchange Nominating Committee and a member of the Nasdaq Exchange Review Council.

Mr. DiMarco was previously a member and associate at Wilson Sonsini Goodrich & Rosati, P.C., a multinational law firm.

*Jonah Kirkwood*, 44, has served as our Senior Vice President, Agilent and Chief Commercial Officer, Commercial Organization since November 2024.

From June 2023 to October 2024, Mr. Kirkwood led Agilent's Global Sales organization for Laboratory Solution Sales as well as the Greater China Sales organization.

Mr. Kirkwood led our Commercial Marketing and Operations teams from November 2021 to May 2023.

Prior to that, he held various positions in Agilent.

Mr. Kirkwood first joined Agilent in 2010 after Agilent acquired Varian.

*Simon May*, 53, has served as our Senior Vice President, Agilent and President, Diagnostics and Genomics Group since May 2024.

Prior to joining Agilent, he served as Executive Vice President and President of the Life Science Group at Bio-Rad Laboratories (“Bio-Rad”) from January 2022 to May 2024.

During his 10-year tenure at Bio-Rad, Mr. May held various leadership roles including that of Senior Vice President, General Manager of the Digital Biology Group from January 2020 to December 2021 and as Senior Vice President of Global Commercial Operations from October 2015 to January 2020.

Before joining Bio-Rad in 2014, Mr. May held positions at Thermo Fisher Scientific for 10 years.

From February 2024 to May 2024, he served as Senior Vice President, Chief Operating Officer and CEO-elect.

*Angelica A.

Reimann*, 54, has served as our Senior Vice President, Agilent and President, Agilent CrossLab Group since February 2024.

spectrometers, raman spectrometers and sample automation products.

First, our genomics business includes arrays for DNA mutation detection, genotyping, gene copy number determination, identification of gene rearrangements, DNA methylation profiling, gene expression profiling, as well as next generation sequencing ("NGS") target enrichment and genetic data management and interpretation support software.

Within the diagnostics and genomics business, we focus primarily on the diagnostics and clinical market.

*Nucleic Acid Solutions*

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

*The Chemicals & Advanced Materials Market*.

*The* *Environmental & Forensics Market*.

Agilent Technologies Research Laboratories

Agilent Technologies Research Laboratories ("Agilent Labs") is our central research organization based in Santa Clara, California.

Agilent Labs create competitive advantage through high-impact technology, driving market leadership and growth in our core businesses and expanding Agilent's footprint into adjacent markets.

At the cross-roads of the organization, the Agilent Labs are able to identify and enable synergies across our businesses to create competitive differentiation and compelling customer value.

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

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").

For more information on our approach to sustainability management, refer to our 2022 ESG report, which is available on our website.

advancing the quality of life.

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.

*Dominique P.

Grau,* 64, has served as our Senior Vice President, Human Resources and Global Communications since November 2018.

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

From May 2012 to August 2014 Mr. Grau served as Vice President, Worldwide Human Resources.

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

Mr. Grau had previously served in various capacities for Agilent and Hewlett-Packard Company.

*Michael R.

From September 2014 to March 2015 he also served as Chief Operating Officer.

From September 2009 to September 2014, he served as Senior Vice President, Agilent and President, Chemical Analysis Group.

Prior to that, he served in various capacities for Agilent, including as our Vice President and General Manager of the Chemical Analysis Solutions Unit of the Life Sciences and Chemical Analysis Group and Country Manager for Agilent's China, Japan and Korea Life Sciences and Chemical Analysis Group.

Prior to that, Mr. McMullen served as Controller for the Hewlett‑Packard Company and Yokogawa Electric Joint Venture from July 1996 to March 1999.

From September 2018 to July 2022, Mr. McMullen served as a member of the Board of Directors of Coherent, Inc. Since July 2023, Mr. McMullen has served as a member of the Board of Directors of KLA Corporation.

*Michael Tang,* 49, has served as our Senior Vice President, General Counsel and Secretary since January 2016.

From May 2015 to January 2016 he served as Vice President, Assistant General Counsel and Secretary and from November 2013 to April 2015 he served as Vice President, Assistant General Counsel and Assistant Secretary.

From March 2012 to October 2013 he served as Business Development Manager in Agilent’s Corporate Development group.

Prior to that, Mr. Tang served in various capacities in Agilent's legal department.

Before joining Agilent, Mr. Tang worked at Wilson Sonsini Goodrich & Rosati, a California law firm and Fenwick & West LLP, a California law firm.

These items are also available in print to any stockholder in the United States and Canada who requests them by calling (877) 942-4200.

This information is also available by writing to the company at the address on the cover of this Annual Report on Form 10-K.

☒ [removed: ANNUAL REPORT] [added: ANNUAL REPORT] PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the fiscal year ended October 31, [removed: 2023][added: 2024]

The aggregate market value of the registrant's common equity held by non-affiliates as of April 30, [removed: 2023,] [added: 2024,] was approximately [removed: $31.2] [added: $30.0] billion.

As of December [removed: 8, 2023] [added: 9, 2024] there were [removed: 293,004,102] [added: 285,595,302] 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: 14, 2024,] [added: 13, 2025,] and to be filed pursuant to Regulation 14A within 120 days after registrant's fiscal year ended October 31, [removed: 2023] [added: 2024] are incorporated by reference into Part III of this Report | | | | | | III | | |

| [Forward-Looking [removed: Statements](#i5efddf3cfb14402aaf972db895d49f6a_10)] [added: Statements](#i4d4f0e2e9da9448aa482d15bd0fda210_10)] | | | | | | [removed: [3](#i5efddf3cfb14402aaf972db895d49f6a_10)] [added: [3](#i4d4f0e2e9da9448aa482d15bd0fda210_10)] | | |

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

| [PART I](#i4d4f0e2e9da9448aa482d15bd0fda210_13) | | | | | | | | |

| [Item 1C](#i4d4f0e2e9da9448aa482d15bd0fda210_2317) | | | [Cybersecurity](#i4d4f0e2e9da9448aa482d15bd0fda210_2317) | | | [29](#i4d4f0e2e9da9448aa482d15bd0fda210_2317) | | |

| [PART II](#i4d4f0e2e9da9448aa482d15bd0fda210_82) | | | | | | | | |

| [Item 9B](#i4d4f0e2e9da9448aa482d15bd0fda210_250) | | | [Other Information](#i4d4f0e2e9da9448aa482d15bd0fda210_250) | | | [120](#i4d4f0e2e9da9448aa482d15bd0fda210_250) | | |

| [Item 9C](#i4d4f0e2e9da9448aa482d15bd0fda210_2362) | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i4d4f0e2e9da9448aa482d15bd0fda210_2362) | | | [120](#i4d4f0e2e9da9448aa482d15bd0fda210_2362) | | |

| [PART III](#i4d4f0e2e9da9448aa482d15bd0fda210_253) | | | | | | | | |

| [Item 11](#i4d4f0e2e9da9448aa482d15bd0fda210_259) | | | [Executive Compensation](#i4d4f0e2e9da9448aa482d15bd0fda210_259) | | | [121](#i4d4f0e2e9da9448aa482d15bd0fda210_259) | | |

| [PART IV](#i4d4f0e2e9da9448aa482d15bd0fda210_274) | | | | | | | | |

| [Item 16](#i4d4f0e2e9da9448aa482d15bd0fda210_277) | | | [Form 10-K Summary](#i4d4f0e2e9da9448aa482d15bd0fda210_277) | | | [128](#i4d4f0e2e9da9448aa482d15bd0fda210_277) | | |

| | | | [Signatures](#i4d4f0e2e9da9448aa482d15bd0fda210_280) | | | [129](#i4d4f0e2e9da9448aa482d15bd0fda210_280) | | |

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

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

| [Item 9B](#i5efddf3cfb14402aaf972db895d49f6a_244) | | | [Other Information](#i5efddf3cfb14402aaf972db895d49f6a_244) | | | [112](#i5efddf3cfb14402aaf972db895d49f6a_244) | | |

| [PART III](#i5efddf3cfb14402aaf972db895d49f6a_247) | | | | | | | | |

| [Item 11](#i5efddf3cfb14402aaf972db895d49f6a_253) | | | [Executive Compensation](#i5efddf3cfb14402aaf972db895d49f6a_253) | | | [113](#i5efddf3cfb14402aaf972db895d49f6a_253) | | |

| [PART IV](#i5efddf3cfb14402aaf972db895d49f6a_265) | | | | | | | | |

| [Item 16](#i5efddf3cfb14402aaf972db895d49f6a_271) | | | [Form 10-K Summary](#i5efddf3cfb14402aaf972db895d49f6a_271) | | | [119](#i5efddf3cfb14402aaf972db895d49f6a_271) | | |

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

Item 1C.

Cybersecurity

Agilent is committed to maintaining a secure environment for our data, complying with applicable legal requirements, and effectively supporting our business objectives and customer needs.

Our cybersecurity strategy emphasizes the cultivation of a security-minded culture through education and training, and a programmatic and layered approach to prevention, detection of, and response to cybersecurity threats.

*Key Elements of Our Cybersecurity Program.* We maintain cybersecurity policies that articulate Agilent's expectations and requirements regarding technology use, data privacy, risk management, and incident management.

Regular exercises and assessments against recognized cybersecurity frameworks are conducted to improve the effectiveness of our processes.

These are conducted by third party organizations in addition to internal audit teams.

Cybersecurity is considered the responsibility of every Agilent employee, with regular education and best practice sharing to raise awareness of threats.

Layered controls are

implemented to prevent and detect cybersecurity threats, with policies and processes designed to provide timely notifications and compliance with legal requirements.

These include controls to assess third party suppliers and their services.

*Governance and Oversight.* Our cybersecurity program under the Chief Information Officer ("CIO") is led by our Chief Information Security Officer ("CISO").

The Board of Directors delegates oversight of cybersecurity risks to the Audit Committee, which receives updates from the CISO and CIO at least annually.

Cybersecurity is integrated into the risk management process for the company through various mechanisms, including quarterly business reviews, annual budget planning, and linkage to the Enterprise Risk Management ("ERM") process.

As of the date of this report, we do not believe any risks from cybersecurity threats have materially affected Agilent, including our business strategy, results of operations, or financial condition.

However, we can provide no assurance that there will not be any incidents in the future or that they will not materially affect us as outlined in *Item 1A.

Risk Factors*.

As of October 31, [removed: 2023,] [added: 2024,] we owned or leased a total of approximately 6.8 million square feet of space worldwide.

Of that, we owned approximately [removed: 4.9] [added: 5.3] million square feet and leased the remaining [removed: 1.9] [added: 1.5] million square feet.

Our sales and support facilities occupied a total of approximately [removed: 0.6] [added: 0.5] million square feet.

Our manufacturing plants, R&D facilities and warehouse and administrative facilities occupied approximately [removed: 5.9] [added: 6.3] million square feet.

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

*Agilent CrossLab Business.* Our direct service delivery organization is regionally based and operating in [removed: 29] [added: 28] countries.

As of December [removed: 1, 2023,] [added: 2, 2024,] there were [removed: 17,721] [added: 16,806] 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: 14, 2024,] [added: 13, 2025,] 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: 2018] [added: 2019] and the reinvestment of all dividends.

[removed: ][added: ]

| Company Name / Index | | | [removed: 10/31/2018 | | |] 10/31/2019 | | | 10/31/2020 | | | 10/31/2021 | | | 10/31/2022 | | | 10/31/2023 | | | [added: 10/31/2024 | | |]

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: 2023.][added: 2024.]

The total number of shares of common stock purchased by the company during the fiscal year ended October 31, [removed: 2023] [added: 2024] was [removed: 4,609,243] [added: 8,402,882] shares.

As of October 31, [removed: 2023,] [added: 2024,] all repurchased shares to date have been retired.

| Agilent Technologies | | | 100 | | | 135.93 | | | 210.90 | | | 186.45 | | | 140.29 | | | 178.06 | | |

| S&P 500 | | | 100 | | | 109.71 | | | 156.79 | | | 133.88 | | | 147.46 | | | 203.52 | | |

| Peer Group | | | 100 | | | 112.04 | | | 153.60 | | | 153.06 | | | 149.45 | | | 181.18 | | |

| August 1, 2024 through August 31, 2024 | | | | | | 804,464 | | | | | | $ | 140.19 | | | | | 804,464 | | | | | | $ | 596 | |

| September 1, 2024 through September 30, 2024 | | | | | | 1,240,953 | | | | | | $ | 137.98 | | | | | 1,240,953 | | | | | | $ | 425 | |

| October 1, 2024 through October 31, 2024 | | | | | | 366,113 | | | | | | $ | 139.28 | | | | | 366,113 | | | | | | $ | 374 | |

| Total | | | | | | 2,411,530 | | | | | | $ | 138.91 | | | | | 2,411,530 | | | | | | | | |

| 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 | | | | | | | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#i5efddf3cfb14402aaf972db895d49f6a_145)] [added: Firm](#i4d4f0e2e9da9448aa482d15bd0fda210_148)] \- (PCAOB ID: 238) | | | | | | | | | | | | [removed: [54](#i5efddf3cfb14402aaf972db895d49f6a_145)] [added: [58](#i4d4f0e2e9da9448aa482d15bd0fda210_148)] | | |

| [Consolidated Statement of Operations for each of the three years in the period ended October 31, [removed: 202](#i5efddf3cfb14402aaf972db895d49f6a_151)[3](#i5efddf3cfb14402aaf972db895d49f6a_151)] [added: 20](#i4d4f0e2e9da9448aa482d15bd0fda210_154)[24](#i4d4f0e2e9da9448aa482d15bd0fda210_154)] | | | | | | | | | | | | [removed: [56](#i5efddf3cfb14402aaf972db895d49f6a_151)] [added: [60](#i4d4f0e2e9da9448aa482d15bd0fda210_154)] | | |

| [Consolidated Statement of Comprehensive Income for each of the three years in the period ended October 31, [removed: 202](#i5efddf3cfb14402aaf972db895d49f6a_154)[3](#i5efddf3cfb14402aaf972db895d49f6a_154)] [added: 20](#i4d4f0e2e9da9448aa482d15bd0fda210_157)[24](#i4d4f0e2e9da9448aa482d15bd0fda210_157)] | | | | | | | | | | | | [removed: [57](#i5efddf3cfb14402aaf972db895d49f6a_154)] [added: [61](#i4d4f0e2e9da9448aa482d15bd0fda210_157)] | | |

| [Consolidated Balance Sheet at October 31, [removed: 202](#i5efddf3cfb14402aaf972db895d49f6a_157)[3](#i5efddf3cfb14402aaf972db895d49f6a_157)] [added: 202](#i4d4f0e2e9da9448aa482d15bd0fda210_160)[4](#i4d4f0e2e9da9448aa482d15bd0fda210_160)] [and [removed: 202](#i5efddf3cfb14402aaf972db895d49f6a_157)[2](#i5efddf3cfb14402aaf972db895d49f6a_157)] [added: 202](#i4d4f0e2e9da9448aa482d15bd0fda210_160)[3](#i4d4f0e2e9da9448aa482d15bd0fda210_160)] | | | | | | | | | | | | [removed: [58](#i5efddf3cfb14402aaf972db895d49f6a_157)] [added: [62](#i4d4f0e2e9da9448aa482d15bd0fda210_160)] | | |

| [Consolidated Statement of Cash Flows for each of the three years in the period ended October 31, [removed: 202](#i5efddf3cfb14402aaf972db895d49f6a_160)[3](#i5efddf3cfb14402aaf972db895d49f6a_160)] [added: 20](#i4d4f0e2e9da9448aa482d15bd0fda210_163)[24](#i4d4f0e2e9da9448aa482d15bd0fda210_163)] | | | | | | | | | | | | [removed: [59](#i5efddf3cfb14402aaf972db895d49f6a_160)] [added: [63](#i4d4f0e2e9da9448aa482d15bd0fda210_163)] | | |

| [Consolidated Statement of Equity for each of the three years in the period ended October 31, [removed: 202](#i5efddf3cfb14402aaf972db895d49f6a_163)[3](#i5efddf3cfb14402aaf972db895d49f6a_163)] [added: 20](#i4d4f0e2e9da9448aa482d15bd0fda210_166)[24](#i4d4f0e2e9da9448aa482d15bd0fda210_166)] | | | | | | | | | | | | [removed: [60](#i5efddf3cfb14402aaf972db895d49f6a_163)] [added: [64](#i4d4f0e2e9da9448aa482d15bd0fda210_166)] | | |

[removed: | [Notes to Consolidated Financial Statements](#i5efddf3cfb14402aaf972db895d49f6a_166) | | | | | | | | | | | | [61](#i5efddf3cfb14402aaf972db895d49f6a_166) | | |][added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)]

We have audited the accompanying consolidated balance sheets of Agilent Technologies, Inc. and its subsidiaries (the [removed: “Company”)] [added: "Company")] as of October 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended October 31, [removed: 2023] [added: 2024] appearing under Item 15(a)(2) (collectively referred to as the [removed: “consolidated] [added: "consolidated] financial [removed: statements”).][added: statements").]

We also have audited the Company's internal control over financial reporting as of October 31, [removed: 2023,] [added: 2024,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: Framework*] (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of October 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended October 31, [removed: 2023] [added: 2024] 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: 2023,] [added: 2024,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: Framework*] (2013) issued by the COSO.

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

[removed: *Valuation of Inventory – Estimate of] [added: |] Excess and [removed: Obsolete Inventory*][added: obsolete inventory related charges | | | 45 | | | | | | 40 | | | | | | 24 | | |]

The principal considerations for our determination that performing procedures relating to the valuation of [removed: inventory – estimate] [added: certain customer relationships acquired in the acquisition] of [removed: excess and obsolete inventory] [added: BIOVECTRA] is a critical audit matter are (i) the significant judgment by management when [removed: developing] [added: estimating] the [removed: estimate] [added: fair value] of [removed: excess and obsolete inventory and] [added: certain customer relationships acquired;] (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumption related to [removed: future demand.][added: revenue growth rates; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.]

These procedures also included, among others (i) [added: reading the purchase agreement; (ii)] testing management’s process for [removed: developing] [added: estimating] the [removed: estimate] [added: fair value] of [removed: excess and obsolete inventory; (ii)] [added: certain customer relationships acquired; (iii)] evaluating the appropriateness of [removed: management’s estimation methodology; (iii)] [added: the multi-period excess earnings method used by management; (iv)] testing the completeness and accuracy of [added: the] underlying data used in [removed: developing] the [removed: estimate of excess and obsolete inventory; (iv) testing, on a sample basis, the accuracy of the inventory-related] [added: multi-period] excess [removed: and obsolescence charges by recalculating the reserve;] [added: earnings method;] and (v) evaluating the reasonableness of [removed: management’s] [added: the] significant assumption [added: used by management] related to [removed: future demand.][added: revenue growth rates.]

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

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Products | | | $ | [removed: 5,051] [added: 4,672] | | | | | $ | [removed: 5,187] [added: 5,051] | | | | | $ | [removed: 4,756] [added: 5,187] | |

| Services and other | | | [removed: 1,782] [added: 1,838] | | | | | | [removed: 1,661] [added: 1,782] | | | | | | [removed: 1,563] [added: 1,661] | | |

| Total net revenue | | | [removed: 6,833] [added: 6,510] | | | | | | [removed: 6,848] [added: 6,833] | | | | | | [removed: 6,319] [added: 6,848] | | |

| Cost of products | | | [removed: 2,428] [added: 2,024] | | | | | | [removed: 2,242] [added: 2,428] | | | | | | [removed: 2,078] [added: 2,242] | | |

| Cost of services and other | | | [removed: 940] [added: 951] | | | | | | [removed: 884] [added: 940] | | | | | | [removed: 834] [added: 884] | | |

| Total costs | | | [removed: 3,368] [added: 2,975] | | | | | | [removed: 3,126] [added: 3,368] | | | | | | [removed: 2,912] [added: 3,126] | | |

| Research and development | | | [removed: 481] [added: 479] | | | | | | [removed: 467] [added: 481] | | | | | | [removed: 441] [added: 467] | | |

| Selling, general and administrative | | | [removed: 1,634] [added: 1,568] | | | | | | [removed: 1,637] [added: 1,634] | | | | | | [removed: 1,619] [added: 1,637] | | |

| Total costs and expenses | | | [removed: 5,483] [added: 5,022] | | | | | | [removed: 5,230] [added: 5,483] | | | | | | [removed: 4,972] [added: 5,230] | | |

| Income from operations | | | [removed: 1,350] [added: 1,488] | | | | | | [removed: 1,618] [added: 1,350] | | | | | | [removed: 1,347] [added: 1,618] | | |

| Interest income | | | [removed: 51] [added: 80] | | | | | | [removed: 9] [added: 51] | | | | | | [removed: 2] [added: 9] | | |

| Interest expense | | | [removed: (95)] [added: (96)] | | | | | | [removed: (84)] [added: (95)] | | | | | | [removed: (81)] [added: (84)] | | |

| Other income (expense), net | | | [removed: 33] [added: 49] | | | | | | [removed: (39)] [added: 33] | | | | | | [removed: 92] [added: (39)] | | |

| Income before taxes | | | [removed: 1,339] [added: 1,521] | | | | | | [removed: 1,504] [added: 1,339] | | | | | | [removed: 1,360] [added: 1,504] | | |

| Provision for income taxes | | | [removed: 99] [added: 232] | | | | | | [removed: 250] [added: 99] | | | | | | [removed: 150] [added: 250] | | |

| Net income | | | $ | [removed: 1,240] [added: 1,289] | | | | | $ | [removed: 1,254] [added: 1,240] | | | | | $ | [removed: 1,210] [added: 1,254] | |

| Basic | | | $ | [removed: 4.22] [added: 4.44] | | | | | $ | [removed: 4.19] [added: 4.22] | | | | | $ | [removed: 3.98] [added: 4.19] | |

| Diluted | | | $ | [removed: 4.19] [added: 4.43] | | | | | $ | [removed: 4.18] [added: 4.19] | | | | | $ | [removed: 3.94] [added: 4.18] | |

| Basic | | | [removed: 294] [added: 290] | | | | | | [removed: 299] [added: 294] | | | | | | [removed: 304] [added: 299] | | |

| Diluted | | | [removed: 296] [added: 291] | | | | | | [removed: 300] [added: 296] | | | | | | [removed: 307] [added: 300] | | |

| Unrealized gain (loss) on derivative instruments, net of tax expense (benefit) of [removed: $(1), $13] [added: $(2), $(1)] and [removed: $1] [added: $13] | | | [removed: (3)] [added: (7)] | | | | | | [removed: 43] [added: (3)] | | | | | | [removed: 1] [added: 43] | | |

| Amounts reclassified into earnings related to derivative instruments, net of tax expense (benefit) of [removed: $0, $(8)] [added: $(1), $0] and [removed: $4] [added: $(8)] | | | [removed: —] [added: (1)] | | | | | | [removed: (26)] [added: —] | | | | | | [removed: 13] [added: (26)] | | |

| Foreign currency translation, net of tax expense (benefit) of [removed: $(1), $(12)] [added: $3, $(1)] and [removed: $2] [added: $(12)] | | | [removed: 34] [added: (22)] | | | | | | [removed: (150)] [added: 34] | | | | | | [removed: 9] [added: (150)] | | |

| [Notes to Consolidated Financial Statements](#i4d4f0e2e9da9448aa482d15bd0fda210_169) | | | | | | | | | | | | [65](#i4d4f0e2e9da9448aa482d15bd0fda210_169) | | |

As described in Management’s Report on Internal Control Over Financial Reporting, management has excluded BIOVECTRA from its assessment of internal control over financial reporting as of October 31, 2024 because it was acquired by the Company in a purchase business combination during 2024.

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

BIOVECTRA is a wholly-owned subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent 3% and less than 1%, respectively, of the related consolidated financial statement amounts as of and for the year ended October 31, 2024.

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

*Acquisition of BIOVECTRA – Valuation of Certain Customer Relationships*

As described in Notes 1, 3 and 11 to the consolidated financial statements, on September 20, 2024, the Company acquired 100 percent of the stock of BIOVECTRA for total consideration paid of $915 million in cash.

As of October 31, 2024, gross carrying amount of customer relationships includes approximately $165 million related to BIOVECTRA which was valued by management using the multi-period excess earnings method under the income approach which values the customer relationships by discounting the direct cash flow expected to be generated by the customers.

Of the customer relationships related to BIOVECTRA, the majority relates to certain customer relationships.

Management’s determination of the fair value of customer relationships acquired involved significant estimates and assumptions related to revenue growth rates, discount rates, and customer attrition rates.

These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of certain customer relationships acquired.

Professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of the multi-period excess earnings method.

| Net income | | | $ | 1,289 | | | | | $ | 1,240 | | | | | $ | 1,254 | |

| Net income | | | $ | 1,289 | | | | | $ | 1,240 | | | | | $ | 1,254 | |

| Payment of excise taxes related to repurchases of common stock | | | (3) | | | | | | — | | | | | | — | | |

| Excise tax on share repurchases, accrued but not paid | | | $ | 10 | | | | | $ | 3 | | | | | $ | — | |

| Repurchase of common stock, including excise taxes | | | (8,403) | | | | | | — | | | | | | (113) | | | | | | (1,047) | | | | | | — | | | | | | (1,160) | | | | | | | | | | | | | | |

| Balance as of October 31, 2024 | | | 285,193 | | | | | | $ | 3 | | | | | $ | 5,450 | | | | | $ | 750 | | | | | $ | (305) | | | | | $ | 5,898 | | | | | | | | | | | | | |

*New Segment Structure.* In the first quarter of fiscal year 2024, we announced a change in our operating segments to move our cell analysis business from our life sciences and applied markets segment to our diagnostics and genomics operating segment in order to further strengthen growth opportunities for both organizations.

Following this reorganization, we continue to have three business segments comprised of life sciences and applied markets, diagnostics and genomics and Agilent CrossLab, each of which continues to comprise a reportable segment.

We began reporting under this new structure with the Quarterly Report on Form 10-Q for the period ended January 31, 2024.

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

*Acquisition of BIOVECTRA*.

On September 20, 2024, we acquired 100 percent of the stock of BIOVECTRA for total consideration of $915 million in cash.

The acquisition expands our contract development and manufacturing organization.

As a result of the acquisition, BIOVECTRA became a wholly-owned subsidiary of Agilent.

The acquisition has been accounted for in accordance with the authoritative accounting guidance, and the results of BIOVECTRA are included in Agilent's consolidated financial statements from the date of acquisition.

information available at commencement date in determining the present value of lease payments.

We value backlog using the discounted cash flows based on the estimated revenue from pending orders.

We value license agreements based on the expected future cash receipts from license agreements, discounted to present value over the term of the agreement.

A goodwill impairment loss, if any, is measured as the

In fiscal year 2024, in connection with the change in our segment reporting, we assessed goodwill impairment for our three reporting units which consisted of our three segments: life sciences and applied markets, diagnostics and genomics and Agilent CrossLab.

We performed a quantitative test for goodwill impairment of the three reporting units as of November 1, 2023, due to the change in our segment structure.

As of November 1, 2023, there was no impairment of goodwill.

As of October 31, 2024, we do not have any indefinite-lived intangible assets.

During fiscal year 2024, we recorded an impairment of in-process research and development of $6 million in research and development in the consolidated statement of operations related to a project in our life sciences and applied markets segment.

As of October 31, 2024, the fair value of the commercial paper approximates its carrying value.

In November 2024, the FASB issued guidance requiring new income statement disclosures to provide disaggregated information for certain types of costs and expenses included in each income statement line.

The amendments are effective for our fiscal year 2028, and interim periods within fiscal year 2029, with early adoption permitted.

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

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.

December 19, 2023

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

| Excess and obsolete inventory related charges | | | 40 | | | | | | 24 | | | | | | 29 | | |

| Balance as of October 31, 2020 | | | 306,198 | | | | | | $ | 3 | | | | | $ | 5,311 | | | | | $ | 81 | | | | | $ | (522) | | | | | $ | 4,873 | | | | | | | | | | | | | |

| Repurchase of common stock | | | (6,073) | | | | | | — | | | | | | (81) | | | | | | (707) | | | | | | — | | | | | | (788) | | | | | | | | | | | | | | |

those products or services, the transaction price.

The fair value

We performed a qualitative test for impairment of indefinite-lived intangible assets as of September 30, 2023.

Based on the results of our qualitative testing, we believe that it is more-likely-than-not that the fair values of these indefinite-lived intangible assets are greater than their respective carrying values.

Each quarter we review the events and

circumstances to determine if impairment of indefinite-lived intangible assets is indicated.

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

Recently Adopted Accounting Pronouncements

In November 2021, the FASB issued updates to increase the transparency in the annual disclosure requirements relating to government assistance received by business entities in Topic 832, Government Assistance.

The guidance requires certain disclosures about transactions with a government that are accounted for by applying a grant or contribution model.

On November 1, 2022, we adopted this guidance which did not have a material impact on our consolidated financial statements and disclosures.

| Americas | | | $ | 1,199 | | | | | $ | 510 | | | | | $ | 695 | | | | | $ | 2,404 | |

| Europe | | | 893 | | | | | | 378 | | | | | | 417 | | | | | | 1,688 | | |

| Asia Pacific | | | 1,571 | | | | | | 472 | | | | | | 184 | | | | | | 2,227 | | |

| Total | | | $ | 3,663 | | | | | $ | 1,360 | | | | | $ | 1,296 | | | | | $ | 6,319 | |

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

| | | | | | | | | |

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

| Granted | | | 269 | | | | | | $ | 147 | |

| Exercised | | | (249) | | | | | | $ | 41 | |

| Cancelled | | | (37) | | | | | | $ | 142 | |

| $40.01 - $50.00 | | | 210 | | | | | | 1.0 | | | | | | $ | 41 | | | | | 13,088 | | | | | | 210 | | | | | | 1.0 | | | | | | $ | 41 | | | | | 13,088 | | |

| $100.00- $110.00 | | | 311 | | | | | | 7.0 | | | | | | $ | 110 | | | | | — | | | | | | 177 | | | | | | 7.0 | | | | | | $ | 110 | | | | | — | | |

| $110.01 - $150.00 | | | 319 | | | | | | 8.8 | | | | | | $ | 143 | | | | | — | | | | | | 40 | | | | | | 8.3 | | | | | | $ | 136 | | | | | — | | |

| $150.01 & Over | | | 240 | | | | | | 8.0 | | | | | | $ | 161 | | | | | — | | | | | | 80 | | | | | | 8.0 | | | | | | $ | 161 | | | | | — | | |

| | | | 1,080 | | | | | | 6.6 | | | | | | $ | 118 | | | | | $ | 13,088 | | | | | 507 | | | | | | 4.8 | | | | | | $ | 92 | | | | | $ | 13,088 | |

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

| Granted | | | 864 | | | | | | $ | 146 | |

| Vested | | | (1,096) | | | | | | $ | 90 | |

| Forfeited | | | (181) | | | | | | $ | 134 | |

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: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears in Item 8 of this Annual Report on Form 10-K.

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

The company completed the acquisition of BIOVECTRA on September 20, 2024.

Management excluded BIOVECTRA from its assessment of the effectiveness of the company’s internal control over financial reporting as of October 31, 2024.

BIOVECTRA constituted less than 1 percent of total revenue for the period ending October 31, 2024 and 3 percent of total assets, excluding acquired goodwill and other intangible assets, as of October 31, 2024.

During the three months ended October 31, [removed: 2023,] [added: 2024,] 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.

PART III

Not applicable.

PART III

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: 14, 2024.][added: 13, 2025.]

There were no material changes to the procedures by which security holders may recommend nominees to our Board of Directors in fiscal year [removed: 2023.][added: 2024.]

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 [added: 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.]

Insider Trading Policy

We have adopted an Insider Trading policy and procedures governing the purchase, sale and/or other disposition of our securities by directors, officers and employees, or Agilent itself, that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable NYSE listing standards.

A copy of our Insider Trading policy is filed with this Annual Report on Form 10-K as Exhibit 19.1.

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.

The following table summarizes information about our equity compensation plans as of October 31, [removed: 2023.][added: 2024.]

(1)The number of securities remaining available for future issuance in column (c) includes [removed: 24,277,203] [added: 23,775,073] shares of common stock authorized and available for issuance under our current Employee Stock Purchase Plan ("ESPP").

[removed: (2)We] [added: *(2)*We] issue securities under our equity compensation plans in forms other than options, warrants or rights.

On November 15, 2017 and March 21, 2018, the Board [added: of Directors] and the stockholders, respectively, approved the Agilent Technologies, Inc. 2018 Stock Plan (the “2018 Plan”), which [removed: was an amendment] [added: amends, including renaming] and [removed: restatement of] [added: extending] the [removed: company’s] [added: term of, the Agilent Technologies, Inc.] 2009 Stock [removed: Plan, approved by the Board and the stockholders, respectively, on November 19, 2008 and March 11, 2009.][added: Plan (the "2009 Plan").]

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

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

| Equity compensation plans approved by security holders (1)(2)(3) | | | 3,140,791 | | | | | | $ | 134 | | | | | 40,911,061 | | |

| Total | | | 3,140,791 | | | | | | $ | 134 | | | | | 40,911,061 | | |

| Equity compensation plans approved by security holders (1)(2)(3) | | | 2,968,518 | | | | | | $ | 118 | | | | | 39,843,872 | | |

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

See Index to Consolidated Financial Statements under Item 8 on Page [removed: 53] [added: [57](#i4d4f0e2e9da9448aa482d15bd0fda210_145)] of this report.

| Tax valuation allowance | | | | | | $ | [removed: 132] [added: 112] | | | | | $ | [removed: 5] [added: 4] | | | | | $ | [removed: (17)] [added: (3)] | | | | | $ | [removed: 120] [added: 113] | |

| 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 be [removed: supple](http://www.sec.gov/Archives/edgar/data/1090872/000110465914056956/a14-17959_1ex2d1.htm)[mentally] [added: supplementally] provided to the SEC upon [removed: request)](http://www.sec.gov/Archives/edgar/data/1090872/000110465914056956/a14-17959_1ex2d1.htm)] [added: request)](https://www.sec.gov/Archives/edgar/data/1090872/000110465914056956/a14-17959_1ex2d1.htm)] | | | | | | 8-K | | | | | | 8/5/2014 | | | | | | 2.1 | | | | | | | | |

| 3.1 | | | | | | | | | [Second [removed: A](http://www.sec.gov/Archives/edgar/data/1090872/000095017023008638/a-ex3_1.htm)[mended] [added: Amended] and Restated Certificate of [removed: Incorporation.](http://www.sec.gov/Archives/edgar/data/1090872/000095017023008638/a-ex3_1.htm)] [added: Incorporation.](https://www.sec.gov/Archives/edgar/data/1090872/000095017023008638/a-ex3_1.htm)] | | | | | | 8-K | | | | | | 3/17/2023 | | | | | | 3.1 | | | | | | | | |

| 3.2 | | | | | | | | | [removed: [Amended] [added: [Second A](https://www.sec.gov/Archives/edgar/data/1090872/000095017023023437/a-ex3_1.htm)[mended] and Restated [removed: Bylaws.](http://www.sec.gov/Archives/edgar/data/1090872/000095017023023437/a-ex3_1.htm)] [added: Bylaws.](https://www.sec.gov/Archives/edgar/data/1090872/000095017023023437/a-ex3_1.htm)] | | | | | | 8-K | | | | | | 5/22/2023 | | | | | | 3.2 | | | | | | | | |

| 4.1 | | | | | | | | | [Registration 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, [removed: 2001.](http://www.sec.gov/Archives/edgar/data/1090872/000101287001502958/dex993.txt)] [added: 2001.](https://www.sec.gov/Archives/edgar/data/1090872/000101287001502958/dex993.txt)] | | | | | | 8-K | | | | | | 11/27/2001 | | | | | | 99.3 | | | | | | | | |

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

| 4.3 | | | | | | | | | [Eighth 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 [removed: 2026](http://www.sec.gov/Archives/edgar/data/1090872/000110465916146132/a16-18795_1ex4d01.htm)] [added: 2026](https://www.sec.gov/Archives/edgar/data/1090872/000110465916146132/a16-18795_1ex4d01.htm)] | | | | | | 8-K | | | | | | 9/22/2016 | | | | | | 4.01 | | | | | | | | |

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

| 4.5 | | | | | | | | | [First 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 [removed: 2029](http://www.sec.gov/Archives/edgar/data/1090872/000119312519245863/d794895dex42.htm)] [added: 2029](https://www.sec.gov/Archives/edgar/data/1090872/000119312519245863/d794895dex42.htm)] | | | | | | 8-K | | | | | | 9/16/2019 | | | | | | 4.2 | | | | | | | | |

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

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

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

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

| 10.1 | | | | | | | | | [Agilent Technologies, Inc. 1999 Stock Plan (Amendment and Restatement Effective November 14, [removed: 2006).*](http://www.sec.gov/Archives/edgar/data/1090872/000104746906015256/a2175273zex-10_8.htm)] [added: 2006).*](https://www.sec.gov/Archives/edgar/data/1090872/000104746906015256/a2175273zex-10_8.htm)] | | | | | | 10-K | | | | | | 12/22/2006 | | | | | | 10.8 | | | | | | | | |

| 10.2 | | | | | | | | | [Form of Award Agreement (U.S.) for grants under the Agilent Technologies, Inc. 1999 Stock [removed: Plan.*](http://www.sec.gov/Archives/edgar/data/1090872/000119312504193976/dex101.htm)] [added: Plan.*](https://www.sec.gov/Archives/edgar/data/1090872/000119312504193976/dex101.htm)] | | | | | | 8-K | | | | | | 11/12/2004 | | | | | | 10.1 | | | | | | | | |

| 10.3 | | | | | | | | | [Form of Award Agreement (Non-U.S.) for grants under the Agilent Technologies, Inc. 1999 Stock [removed: Plan.*](http://www.sec.gov/Archives/edgar/data/1090872/000119312504193976/dex102.htm)] [added: Plan.*](https://www.sec.gov/Archives/edgar/data/1090872/000119312504193976/dex102.htm)] | | | | | | 8-K | | | | | | 11/12/2004 | | | | | | 10.2 | | | | | | | | |

| 10.4 | | | | | | | | | [Agilent Technologies, Inc. 2020 Employee Stock Purchase Plan effective May 1, [removed: 2020).*](http://www.sec.gov/Archives/edgar/data/1090872/000109087220000010/a-04302020xexx101.htm)] [added: 2020).*](https://www.sec.gov/Archives/edgar/data/1090872/000109087220000010/a-04302020xexx101.htm)] | | | | | | 10-Q | | | | | | 6/1/2020 | | | | | | 10.1 | | | | | | | | |

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

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

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

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

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

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

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

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

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

| 10.14 | | | | | | | | | [Agilent Technologies, Inc. 2018 Stock [removed: Plan.*](http://www.sec.gov/Archives/edgar/data/1090872/000156459019002283/a-def14a_20190320.htm)] [added: Plan.*](https://www.sec.gov/Archives/edgar/data/1090872/000156459019002283/a-def14a_20190320.htm)] | | | | | | DEF14A | | | | | | 2/7/2019 | | | | | | Appendix B | | | | | | | | |

| 10.15 | | | | | | | | | [Form of Stock Award Agreement under the 2018 Stock Plan for Standard Awards granted to Employees. [removed: *](http://www.sec.gov/Archives/edgar/data/1090872/000109087218000009/a-04302018xexx101.htm)] [added: *](https://www.sec.gov/Archives/edgar/data/1090872/000109087218000009/a-04302018xexx101.htm)] | | | | | | 10-Q | | | | | | 5/31/2018 | | | | | | 10.1 | | | | | | | | |

| 10.16 | | | | | | | | | [Form of Stock Award Agreement under the 2018 Stock Plan for Long-Term Performance Program Awards. [removed: *](http://www.sec.gov/Archives/edgar/data/1090872/000109087218000009/a-04302018xexx102.htm)] [added: *](https://www.sec.gov/Archives/edgar/data/1090872/000109087218000009/a-04302018xexx102.htm)] | | | | | | 10-Q | | | | | | 5/31/2018 | | | | | | 10.2 | | | | | | | | |

| 10.17 | | | | | | | | | [Form of Stock Award Agreement under the 2018 Plan for Standard Awards granted to Employees (for awards made after November 13, 2018). [removed: *](http://www.sec.gov/Archives/edgar/data/1090872/000109087218000019/a-10312018xexx1017.htm)] [added: *](https://www.sec.gov/Archives/edgar/data/1090872/000109087218000019/a-10312018xexx1017.htm)] | | | | | | 10-K | | | | | | 12/20/2018 | | | | | | 10.17 | | | | | | | | |

| 10.18 | | | | | | | | | [Form of Stock Award Agreement under the 2018 Stock Plan for Long-Term Performance Program Awards (for awards made after November 13, 2018). [removed: *](http://www.sec.gov/Archives/edgar/data/1090872/000109087218000019/a-10312018xexx1018.htm)] [added: *](https://www.sec.gov/Archives/edgar/data/1090872/000109087218000019/a-10312018xexx1018.htm)] | | | | | | 10-K | | | | | | 12/20/2018 | | | | | | 10.18 | | | | | | | | |

| 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) | | | | | | [added: 10-K] | | | | | | [added: 12/20/2023] | | | | | | [added: 10.19] | | | | | | [removed: 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) | | | | | | [added: 10-K] | | | | | | [added: 12/20/2023] | | | | | | [added: 10.20] | | | | | | [removed: 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) | | | | | | [added: 10-K] | | | | | | [added: 12/20/2023] | | | | | | [added: 10.21] | | | | | | [removed: 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) | | | | | | [added: 10-K] | | | | | | [added: 12/20/2023] | | | | | | [added: 10.22] | | | | | | [removed: X] | | |

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

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

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

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

| 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 4.10 | | | | | | | | | [Second Supplemental Indenture, dated as of September 9, 2024 between the Company and Citibank, N.A. and Form of Global Note for the Company's 4.200% Senior Notes due 2027](https://www.sec.gov/Archives/edgar/data/1090872/000119312524215906/d894739dex42.htm) | | | | | | 8-K | | | | | | 9/09/2024 | | | | | | 4.2 | | | | | | | | |

| 4.11 | | | | | | | | | [Third Supplemental Indenture, dated as of September 9, 2024 between the Company and Citibank, N.A. and Form of Global Note for the Company's 4.750% Senior Notes due 2034](https://www.sec.gov/Archives/edgar/data/1090872/000119312524215906/d894739dex44.htm) | | | | | | 8-K | | | | | | 9/09/2024 | | | | | | 4.4 | | | | | | | | |

| 19.1 | | | | | | | | | [Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/1090872/000109087224000049/a-10312024xexx191.htm) | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 97.1 | | | | | | | | | [Agilent Technologies, Inc. Executive Compensation Clawback Policy](https://www.sec.gov/Archives/edgar/data/1090872/000109087224000049/a-10312024xexx971.htm) | | | | | | | | | | | | | | | | | | | | | | | | X | | |

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| 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | |

Date: December 19, [removed: 2023][added: 2024]

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints [removed: Michael Tang] [added: Bret DiMarco] and P.

| /s/ [removed: MICHAEL R. MCMULLEN] [added: PADRAIG MCDONNELL] | | | | | | Director, President and Chief Executive Officer | | | | | | December 19, [removed: 2023] [added: 2024] | | |

| [removed: Michael R. McMullen] [added: Padraig McDonnell] | | | | | | (Principal Executive Officer) | | | | | | | | |

| /s/ ROBERT W. MCMAHON | | | | | | Senior Vice President and Chief Financial Officer | | | | | | December 19, [removed: 2023] [added: 2024] | | |

| /s/ RODNEY GONSALVES | | | | | | Vice President, Corporate Controllership | | | | | | December 19, [removed: 2023] [added: 2024] | | |

| /s/ KOH BOON HWEE | | | | | | Chairman of the Board of Directors | | | | | | December 19, [removed: 2023] [added: 2024] | | |

| /s/ MALA ANAND | | | | | | Director | | | | | | December 19, [removed: 2023] [added: 2024] | | |

| /s/ OTIS W. BRAWLEY, M.D. | | | | | | Director | | | | | | December 19, [removed: 2023] [added: 2024] | | |

| /s/ G. MIKAEL DOLSTEN, M.D., PH.D. | | | | | | Director | | | | | | December 19, [removed: 2023] [added: 2024] | | |

| /s/ HEIDI KUNZ | | | | | | Director | | | | | | December 19, [removed: 2023] [added: 2024] | | |

| /s/ DANIEL K. PODOLSKY, M.D. | | | | | | Director | | | | | | December 19, [removed: 2023] [added: 2024] | | |

| /s/ SUE H. RATAJ | | | | | | Director | | | | | | December 19, [removed: 2023] [added: 2024] | | |

| /s/ GEORGE A. SCANGOS, Ph.D. | | | | | | Director | | | | | | December 19, [removed: 2023] [added: 2024] | | |

| /s/ DOW R. WILSON | | | | | | Director | | | | | | December 19, [removed: 2023] [added: 2024] | | |

| | | | | | | BY | | | | | | /s/ PADRAIG MCDONNELL | | |

| | | | | | | | | | | | | Padraig McDonnell | | |

| | | | | | | | | | | | | *President and Chief Executive Officer* | | |

| | | | | | | BY | | | | | | /s/ MICHAEL TANG | | |

| | | | | | | | | | | | | Michael Tang | | |

| | | | | | | | | | | | | *Senior Vice President,* | | |

| | | | | | | | | | | | | *General Counsel and Secretary* | | |

| /s/ HANS E. BISHOP | | | | | | Director | | | | | | December 19, 2023 | | |

| Hans E. Bishop | | | | | | | | | | | | | | |