Agilent Technologies (A) 10-K risk factor changes: FY2025 vs FY2024
The 2025-10-31 10-K against the 2024-10-31 one, compared heading by heading and sentence by sentence.
Item 1A60 rewritten27 added18 removed259 unchanged
All filing items1,347 rewritten666 added415 removed2,583 unchanged
Summary
counted, not written
- Item 1A lists 35 risk factor headings: 2 new, 2 reworded and 31 unchanged since FY2024. 1 heading from FY2024 no longer appears.
- Sentence by sentence, 666 added, 415 removed, 1,347 rewritten and 2,583 unchanged across 15 items that differ.
New Item 1A headings (2)
- Recent and dynamic government rule making and policy changes could increase our costs, affect our markets and customers and impact our results of operations.
- The expectations and requirements of regulators and other key stakeholders, including on corporate governance and sustainability-related matters, continue to evolve and diverge, and our ability to meet these expectations and requirements could impact our risk exposure and financial conditions.
Removed Item 1A headings (1)
- We are subject to evolving corporate governance and public disclosure expectations and regulations that impact compliance costs and risks of noncompliance.
Reworded Item 1A headings (2)
- Public health crises
[removed: such as the COVID-19 pandemic]may adversely impact, and pose risks to, certain elements of our business, results of operations and financial condition, the nature and extent of which are highly uncertain and unpredictable. - We are subject to extensive regulation by the
[removed: FDA][added: Food] and [added: Drug Administration and] certain similar foreign regulatory agencies, and failure to comply with such regulations could harm our reputation, business, financial condition and results of operations.
A heading is new when no FY2024 heading matches it after ignoring case and punctuation, and reworded when it shares at least 60 percent of its words with one that went away. All current risk factor headings.
Sentences by item
23 items, with every count and a link to each item that changed
Underlined words on a shaded ground are new in FY2025; struck-through words were in FY2024. Sentences that are wholly new or wholly gone are labelled rather than marked.
Item 1A. Risk Factors
60 rewritten, 27 added, 18 removed, 259 unchanged
[removed: Overall,] [added: The overall effect of changes in] foreign currency [removed: movements for the year ended October 31, 2024,] [added: exchange rates] had no [removed: overall] impact on revenue growth [added: for the year ended October 31, 2025] when compared to the same period last year.
Typically, when movements in foreign currency exchange rates have a negative impact on revenue, they will also have a positive impact [added: on our profitability] by reducing our costs and [removed: expenses.][added: expenses, or vice versa.]
Accordingly, our [removed: future] results [added: of operations and financial condition] could be [removed: harmed] [added: negatively affected] by a variety of factors, including:
- interruption to transportation flows for delivery of parts [added: and other inputs] to us and [removed: finished goods] [added: our products] to our customers;
- 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 COVID-19, [removed: 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 as [removed: new] [added: changes to] tariffs, trade protection measures, import or export licensing requirements, new or different customs duties, trade embargoes and sanctions and other trade barriers;
- tariffs imposed by the [removed: U.S.] [added: United States] on goods from other countries and tariffs imposed by other countries on U.S. goods, including [removed: the] tariffs [removed: enacted] [added: and trade policies] by the U.S. government on various imports from China and by the Chinese government on certain U.S. goods;
- differing labor regulations; [added: and]
- differing protection of intellectual [removed: property;][added: property.]
[removed: We sell our products into many countries and] [added: Furthermore,] we [removed: also] source many components and materials for our products from and [removed: manufacture our products] [added: have manufacturing operations] in [removed: various] [added: several] countries.
Future tariffs and tariffs already implemented could have [added: a] negative impact on our business, results of operations and financial condition.
Further, additional tariffs, the scope and duration of which, if implemented, [removed: remains] [added: remain] uncertain, [removed: which have been proposed or threatened] and the potential [added: commencement and] escalation of a trade war and retaliatory measures could have a material adverse effect on our business, results of operations and financial condition.
If [removed: economical,] [added: economic,] political, health or other conditions change in those countries, it may adversely affect operations, including impairing our ability to pay our suppliers and collect [removed: our receivables.]
[removed: Our hedging programs reduce, but do not always entirely eliminate, within any given twelve-month period, the impact of currency exchange rate movements, and therefore] [added: Therefore] fluctuations in exchange rates, including those caused by currency controls, could impact our business, operating results and financial condition by resulting in lower revenue or increased expenses.
For expenses beyond [removed: that] [added: any] twelve-month period, our hedging strategy does not mitigate our exposure.
If demand for our products is less than we expect, we may experience [removed: additional] excess and obsolete inventories and be forced to incur additional [removed: expenses.][added: expenses, which could adversely affect our income.]
We believe our pay levels are [removed: very] competitive within the regions that we operate.
As a result of such transactions, our financial results may differ from our own or the investment community's expectations in a given fiscal [removed: quarter] [added: quarter, fiscal year,] or over the long term.
Transactions such as acquisitions have resulted, and may in the future [removed: result in,] [added: result, in] unexpected significant costs and expenses.
[added: 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.
In exiting a business, we may still retain liabilities associated with the support and [removed: warranty] [added: warranties for products] of those businesses and other indemnification obligations.
Public health crises [removed: such as the COVID-19 pandemic] may adversely impact, and pose risks to, certain elements of our business, results of operations and financial condition, the nature and extent of which are highly uncertain and unpredictable.
Our global operations expose us to risks associated with public health crises, including epidemics and [removed: pandemics such as COVID-19.][added: pandemics.]
[removed: We] may be unable to accurately predict the full extent and duration of the impact of a public health crisis on our business and operations due to numerous uncertainties, including the duration and severity of the crisis, the efficacy and distribution of vaccines, containment measures and additional waves of infection.
Global privacy laws, including the EU's General Data Protection [removed: Regulation ("GDPR”), Brazil’s Lei Geral de Protecao de Dados, the California Consumer Privacy Act and] [added: Regulation,] China’s Personal Information Protection Law and Data Security Law, [added: the California Consumer Privacy Act and Brazil’s Lei Geral de Protecao de Dados,] apply to our activities involving the processing of personal data, both in relation to our product and service offerings and the management of our workforce.
Many such laws impose significant penalties for non-compliance (including possible fines of up to four percent of total company revenue under the [removed: GDPR] [added: General Data Protection Regulation] or orders to stop processing personal data in a particular jurisdiction).
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 fines, suspension of government contracts or [removed: debarment,] [added: debarment] and restrictions on our ability to carry on or expand our operations.
We develop, configure and market our products [added: in conformance with these regulations] to meet customer [removed: needs created by these regulations.][added: needs.]
If demand for our products is adversely affected or our costs increase, our operating results and [removed: business would suffer.]
Our products and operations are also often subject to the rules of industrial standards bodies, like the International Standards Organization, as well as regulation by other agencies such as the [removed: FDA.][added: Food and Drug Administration.]
We are subject to extensive regulation by the [removed: FDA] [added: Food] and [added: Drug Administration and] certain similar foreign regulatory agencies, and failure to comply with such regulations could harm our reputation, business, financial condition and results of operations.
A number of our products and services are subject to regulation by the [removed: FDA,] [added: Food and Drug Administration,] the U.S. Department of Health and Human Services, the Centers for Medicare & Medicaid Services and certain similar foreign regulatory agencies.
In addition, a number of our products and services may in the future be subject to regulation by the [removed: FDA] [added: Food] and [added: Drug Administration and] certain similar foreign regulatory agencies.
These regulations govern a wide variety of product and service-related activities, from quality management, design and development to manufacturing, labeling, promotion, [removed: sales] [added: sales, distribution] and [removed: distribution.][added: post-market surveillance.]
If we or any of our suppliers, distributors or customers fail to comply with [removed: FDA] [added: Food and Drug Administration] 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 [removed: FDA] [added: Food and Drug Administration] clearances or approvals or foreign equivalents; seizures or recalls of our products or those of our customers; [added: corresponding customer and third party claims;] or the inability to sell our products.
Any such [removed: FDA] [added: Food and Drug Administration] or other regulatory agency actions could disrupt our business and operations, lead to significant remedial costs and have a material adverse impact on our financial position and results of operations.
For example, [added: in May 2022,] the EU [removed: has started to enforce new requirements, known as] [added: began enforcing] the EU In Vitro Diagnostic [removed: Regulation (the “EU IVDR”),] [added: Regulation,] which imposes stricter requirements for the marketing and sale of in vitro diagnostics in the [removed: European Union.][added: EU.]
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 [removed: (“EPA”)] under the Toxic Substances Control Act [removed: ("TSCA")] and by regulatory bodies in other countries under similar laws, to prevent unreasonable risks to human health or the environment.
Under the [removed: TSCA,] [added: Toxic Substances Control Act,] the [removed: EPA] [added: Environmental Protection Agency] has authority to require reporting, record-keeping and testing, and to implement restrictions relating to chemical substances and/or mixtures.
The [removed: TSCA] [added: Toxic Substances Control Act] prohibits persons from manufacturing (domestic production or importation of) any chemical in the United States that has not been reviewed by the [removed: EPA] [added: Environmental Protection Agency] for its effect on health and safety or which is not listed on the [removed: EPA TSCA] [added: Environmental Protection Agency Toxic Substances Control Act] chemical substance inventory.
We sell many of our products internationally.
our receivables.
Our hedging programs reduce, but do not always entirely eliminate the impact of currency exchange rate movements within any given twelve-month period.
Recent and dynamic government rule making and policy changes could increase our costs, affect our markets and customers and impact our results of operations.
The rapid increase in new government regulations, including tariffs and proposed tariffs in the geographies and markets in which we operate, could result in significant costs and require modifications in the way we and our customers conduct business.
As we and our customers respond to newly enacted rules and legislation, effects on purchasing behavior and global trade relationships could affect our revenue.
Increases in our costs and expenses related to our compliance or mitigation activities and those of our customers and suppliers could have a negative effect on our operating margin.
If we are unable to respond to changing regulations in a timely and effective manner, our results of operations could be adversely affected.
In addition, geopolitical instability and evolving trade regulations, including tariffs, sanctions, and export controls, may restrict our ability to ship products globally or source critical components.
These developments can increase costs, disrupt supply chains, and require operational adjustments.
Failure to comply with these regulations could result in penalties, loss of export privileges, and reputational harm.
Currently, United States federal agencies are operating under a continuing resolution that is set to expire on January 30, 2026.
Without appropriation of additional funding to federal agencies, our business operations related to our product sales to customers receiving funding from the U.S. federal government could be impacted.
Inadequate funding for government agencies, including from government shut downs, or other disruptions to these agencies’ operations, such as actions to greatly reduce the size of the federal workforce, could hinder their ability to hire and retain key leadership and other personnel, prevent new products and services from being developed or commercialized in a timely manner, or otherwise prevent those agencies from performing normal business functions on which the operation of the businesses of certain of our customers and our business may rely, which could negatively impact our business.
We
business would suffer.
The expectations and requirements of regulators and other key stakeholders, including on corporate governance and sustainability-related matters, continue to evolve and diverge, and our ability to meet these expectations and requirements could impact our risk exposure and financial conditions.
We are subject to rapidly changing and varied expectations and requirements, including on corporate governance and sustainability issues, from a wide range of stakeholders, such as governmental and self-regulatory organizations, including the Securities and Exchange Commission, U.S. federal and state governments, New York Stock Exchange, and the European Union, as well as our investors, customers and suppliers.
In addition, many of our stakeholders have diverging demands, perspectives and preferences, including on topics such as climate change and diversity.
We may not be able to meet the diverse expectations and demands of all of our stakeholders, which could result in an adverse impact on our business, financial results, stock price or reputation, and subject us to legal, reputational and operational risks.
For example, U.S. federal, state and local governmental authorities, as well as governmental authorities in various jurisdictions, have proposed or implemented and are likely to continue to propose or implement, legislative and regulatory initiatives around corporate governance and environmental and social practices and disclosures.
In addition, various jurisdictions have adopted or proposed laws, regulations and policies that diverge from, or potentially conflict with, those adopted or proposed in other jurisdictions, making compliance more difficult and uncertain.
Failure to comply with any law, regulation or policy, including as a result of making good faith interpretations that may differ from those taken by authorities in relevant jurisdictions, could potentially result in legal, reputational and operational risks.
Furthermore, any actual or perceived failure to achieve our current and future sustainability goals, including those which result from contractual obligations from our customers, or to act responsibly with respect to such matters or to effectively respond to new or additional sustainability-related legal or regulatory requirements, could result in adverse publicity and adversely affect our business and reputation.
There is no assurance that we will be able to successfully achieve any sustainability-related goal or execute on any sustainability-related strategy, or adequately meet stakeholder expectations with respect to such matters.
Our ability to deliver on any sustainability-related goal or strategy is subject to numerous risks, many of which are outside of our control.
Further, other properties we have previously owned or leased at which we have operated in the past, or
- unexpected changes in regulatory requirements;
- geopolitical uncertainty or turmoil, terrorism and war; and
- impact of public health crises, including pandemics and epidemics, such as COVID-19, on the global economy.
In the future, we
The new EU IVDR requirements became effective starting in May 2022.
We are subject to evolving corporate governance and public disclosure expectations and regulations that impact compliance costs and risks of noncompliance.
We are subject to changing rules and regulations promulgated by a number of governmental and self-regulatory organizations, including the SEC and NYSE, as well as evolving investor expectations around corporate governance and environmental and social practices and disclosures.
These rules and regulations continue to evolve in scope and complexity, and many new requirements have been created in response to laws enacted by the U.S., local and foreign governments, making compliance more difficult and uncertain.
In addition, we face increasing scrutiny from stakeholders with respect to environmental, social and governance (“ESG”) practices and disclosures.
Also, various legal and regulatory requirements specific to ESG matters in the U.S., EU, local or other jurisdictions in which we operate are complex, change frequently and have tended to become more stringent.
For instance, we are subject to various laws against forced labor which have been promulgated by many regulatory authorities in the jurisdictions where we operate.
Any failure to adequately address stakeholder expectations with respect to ESG matters may result in an adverse impact on our business, financial results, stock price or reputation.
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.
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.
Furthermore, we are permitted pursuant to the credit agreement to establish an incremental revolving credit facility of up to $750 million.
borrowing for general corporate purposes, future acquisitions, expansion of our business or repurchases of our outstanding shares of common stock.
An excerpt. Shown here: 40 of 60 rewritten, all 27 added and all 18 removed. The counts are complete. For every sentence, read Item 1A. Risk Factors in the FY2025 filing and the FY2024 filing.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
317 rewritten, 229 added, 123 removed, 338 unchanged
[removed: This report contains forward-looking statements including, without limitation, statements regarding growth opportunities, including for and in our end markets, new product and service introductions, the] position [removed: and strength of our businesses, products and services, market demand for and adoption of our products and solutions, the ability of our products and solutions to address customer needs and meet industry requirements, our focus on enhancing our customers' experience, delivering differentiated product solutions and driving productivity improvements, our investments, including] in [removed: manufacturing infrastructure, research and development and expanding and improving our applications and solutions portfolios, expanding our position in] developing countries and emerging markets, our contributions to our defined benefit plans, our hedging programs and other actions to offset the effects of foreign currency and interest rate movements, our future effective tax rate, unrecognized tax benefits, reimbursement incentives, our ability to satisfy our liquidity requirements, including through cash generated from operations, the potential impact of adopting new accounting pronouncements, indemnification obligations, our sales, our purchase commitments, our capital expenditures, the integration, effects and timing of our acquisitions and other transactions, expense reduction and other results from our restructuring programs and other cost saving initiatives, our stock repurchase program and dividends, macroeconomic and market conditions, [added: including relating to or arising from changes to tariffs, import/export or trade policies,] the recovery and health of our end markets, seasonality, mix, future financial results, our operating margin, our geographical diversification, interest rates, inflationary pressures and local regulations and restrictions, that involve risks and uncertainties.
Our actual results could differ materially from the results contemplated by these forward-looking statements due to various factors, including those discussed in Part I Item 1A and elsewhere in this [added: Annual Report on] Form 10-K.
Agilent [removed: Technologies] [added: Technologies,] Inc. [removed: ("we",] [added: ("we,"] "Agilent" or the "company"), incorporated in Delaware in May 1999, is a global leader in life sciences, diagnostics and applied [removed: chemical] markets, providing application focused solutions that include instruments, software, services and consumables for the entire laboratory workflow.
Following this [removed: reorganization,] [added: re-organization,] we [removed: continue to] have three business segments [removed: comprised of life sciences and applied markets, diagnostics and genomics] [added: - Life Sciences] and [added: Diagnostics Markets,] Agilent [removed: CrossLab,] [added: CrossLab and Applied Markets,] each of which [removed: continues to comprise] [added: comprises] a reportable segment.
All historical financial segment information has been recast to conform to this new [removed: presentation in our consolidated financial statements and accompanying notes.][added: presentation.]
Agilent's net revenue of $6,510 million [removed: in 2024] decreased 5 percent [added: in 2024] when compared to 2023.
[removed: Foreign] [added: The overall effect of foreign] currency movements [removed: for 2024] had no [removed: overall] impact on revenue growth [added: in 2024] when compared to 2023.
Net revenue declined in our [removed: life sciences and applied markets] [added: Life Sciences] and [removed: diagnostics] [added: Diagnostics Markets] and [removed: genomics] [added: Applied Markets] segments, mostly in the pharmaceutical market, due primarily to the overall pressures on our customers' capital expenditure spending which continued in 2024.
Revenue in the [removed: life sciences] [added: Life Sciences] and [removed: applied markets business] [added: Diagnostics Markets segment] decreased [removed: 8] [added: 11] percent in 2024 when compared to 2023.
[removed: Foreign] [added: The overall effect of foreign] currency movements had no [removed: overall] impact on revenue growth in 2024 when compared to 2023.
Revenue in the [removed: diagnostics] [added: Life Sciences] and [removed: genomics business] [added: Diagnostics Markets segment] decreased [removed: 6] [added: 11] percent in 2024 when compared to 2023.
Revenue in the Agilent CrossLab [removed: business] [added: segment] increased [removed: 5] [added: 3] percent in 2024 when compared to 2023.
[removed: Foreign] [added: The overall effect of foreign] currency movements [removed: for 2023] had [removed: an overall] [added: a 1 percentage point] unfavorable impact on revenue growth [removed: of 2 percentage points] [added: in 2025] when compared to [removed: 2022.][added: 2024.]
Revenue in the [removed: life sciences] [added: Life Sciences] and [removed: applied markets business decreased 3] [added: Diagnostics Markets segment increased 11] percent in [removed: 2023] [added: 2025] when compared to [removed: 2022.][added: 2024.]
[removed: Foreign] [added: The overall effect of foreign] currency movements had [removed: an overall] [added: a 1 percentage point] unfavorable impact on revenue growth [removed: of 2 percentage points] in [removed: 2023] [added: 2024] when compared to [removed: 2022.][added: 2023.]
[added: The] overall [added: effect of foreign currency movements had a 1 percentage point] unfavorable impact on revenue growth [removed: of 2 percentage points] in [removed: 2023] [added: 2024] when compared to [removed: 2022.][added: 2023.]
Revenue in the Agilent CrossLab business increased [removed: 8] [added: 6] percent in [removed: 2023 when compared to 2022.][added: 2025]
Net income was [removed: $1,289] [added: $1,303] million in [removed: 2024] [added: 2025] compared to net income of [removed: $1,240] [added: $1,289] million and [removed: $1,254] [added: $1,240] million in [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.
As of October 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] we had cash and cash equivalents balances of [removed: $1,329] [added: $1,789] million and [removed: $1,590] [added: $1,329] million, respectively.
*2021 Repurchase Program.* During the year ended October 31, [removed: 2022,] [added: 2023,] we repurchased and retired [removed: 8.4 million] [added: 661,739] shares for [removed: $1,139 million] [added: $99 million, excluding excise taxes,] under this authorization.
During the year ended October 31, [removed: 2023,] [added: 2025] we repurchased and retired [removed: 661,739] [added: 3.0 million] shares for [removed: $99] [added: $374] million, excluding excise taxes, under this authorization.
[removed: *2023] [added: *2024] 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 2023 repurchase program commenced on March 1, 2023, and [removed: also terminated and replaced the 2021 repurchase program.][added: was completed in September 2025.]
As of October 31, [removed: 2024,] [added: 2025,] we had [added: no] remaining authorization to repurchase [removed: up to approximately $374 million of] our common stock under the 2023 repurchase program.
The 2024 repurchase program became effective on August 1, 2024 and [removed: will commence] [added: commenced] upon [removed: the termination] [added: completion] of our 2023 repurchase [removed: program.][added: program in September 2025.]
[added: *Excise Taxes.*] 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.
[removed: During the year ended October 31, 2024, we recorded] [added: We record] the applicable excise taxes payable [added: related to repurchases] of [removed: approximately $10 million] [added: our common stock] 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: In] [added: During] fiscal year [added: 2024 and] 2023, we recorded [added: the applicable] excise taxes payable of approximately [removed: $3] [added: $10] million [removed: related to shares repurchased in 2023] and [added: $3 million, respectively, which were] paid [removed: the tax] in [removed: 2024.][added: the fiscal year following the repurchases.]
[removed: *Dividends.*] During the year ended October 31, 2024, cash dividends of $0.944 per share, or $274 million were declared and paid on the company's outstanding common stock.
[added: *Dividends.*] During the year ended October 31, [removed: 2022,] [added: 2025,] cash dividends of [removed: $0.840] [added: $0.992] per share, or [removed: $250] [added: $282] million were declared and paid on the company's outstanding common stock.
On November [removed: 20, 2024,] [added: 19, 2025,] we declared a quarterly dividend of [removed: $0.248] [added: $0.255] per share of common stock, or approximately [removed: $71] [added: $72] million which will be paid on January [removed: 22, 2025,] [added: 28, 2026,] to shareholders of record as of the close of business on [removed: December 31, 2024.][added: January 6, 2026.]
[removed: Looking forward, our] [added: *Looking Forward.* Our] primary focus remains on enhancing our customers’ experience, delivering differentiated product solutions and driving productivity improvements.
We [removed: also] remain optimistic about the long-term health of our key end markets.
[removed: The revenue allocated to the software maintenance contract is recognized on a straight-line basis over the maintenance period,] which is the contractual term of the contract, as a time-based measure of progress best reflects our performance in satisfying this obligation.
[added: 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.
For [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] 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: 2024,] [added: 2025,] discount rates for the U.S. [removed: defined benefit plans and] post-retirement benefit plans decreased compared to the previous year due to the decrease in the corporate bond rates.
For [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] the discount rates for non-U.S. defined benefit plans were generally based on published rates for high quality corporate bonds and in [removed: 2024,] [added: 2025,] mostly [removed: decreased] [added: increased] 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. defined benefit plans and post-retirement benefit plans expense and [removed: $11] [added: $12] million on non-U.S. defined benefit plans expense for the year ended October 31, [removed: 2024.][added: 2025.]
[removed: For most non-U.S. defined benefit plans] and U.S. post-retirement benefit plans, gains and losses are amortized over the average remaining future service period [removed: or remaining lifetime of participants depending upon the plan,] using a separate layer for each year's gains and losses.
This report contains forward-looking statements including, without limitation, statements regarding growth opportunities, including for and in our end markets, new product and service introductions, the position and strength of our businesses, products and services, market demand for and adoption of our products and solutions, the ability of our products and solutions to address customer needs and meet industry requirements, our focus on enhancing our customers' experience, delivering differentiated product solutions and driving productivity improvements, leveraging our product platforms to maximize growth, our investments, including in manufacturing infrastructure, research and development and expanding and improving our applications and solutions portfolios, expanding our
In November 2024, we announced a change in our organizational structure to support our market-focused, customer-centric strategy.
Our former Diagnostics and Genomics segment combined with our liquid chromatography and liquid chromatography mass spectrometry instrument platforms to form our new Life Sciences and Diagnostics Markets segment.
Our chemistries and supplies, laboratory automation, and software and informatics divisions moved from our former Life Sciences and Applied Markets segment to our Agilent CrossLab segment.
The remaining divisions in our former Life Sciences and Applied Markets segment which includes our gas chromatography, gas chromatography mass spectrometry, remarketed instruments, spectroscopy and vacuum divisions formed our new Applied Markets segment.
Global Tariffs
Recent changes to tariffs and trade policies by the U.S. and other countries have increased risk and uncertainty surrounding our future results of operations.
In the first half of fiscal year 2025, changes to tariffs and trade policies did not have a material impact on our results of operations.
In the second half of fiscal year 2025, the U.S. government introduced additional measures related to tariffs, including certain increases, exemptions and pauses, and other countries have responded with preliminary agreements and retaliatory actions.
The ultimate impact of changes to tariffs and trade policies will depend on various factors, including the timing, amount, scope, and nature of any tariffs or trade policies implemented and our ability to respond to mitigate the impact of such tariffs and trade policies.
While the recent tariff changes adversely impacted our costs of revenue beginning in the second half of fiscal year 2025, we expect to substantially mitigate the impact during our fiscal year 2026.
With inflationary and tariff-related pressures remaining fluid, we are actively pursuing mitigation strategies through supply chain optimization, targeted pricing actions, and other cost-efficiency initiatives to protect margins and sustain long-term growth.
We continue to monitor these evolving trade dynamics closely, as they may influence future revenue and operational efficiency.
Agilent's net revenue of $6,948 million in 2025 increased 7 percent when compared to 2024.
For the year ended October 31, 2025, net revenue growth came from all of our segments, all geographic regions we serve and most of our key end markets when compared to the same period last year.
Revenue from our BIOVECTRA acquisition contributed approximately 2 percentage points in 2025.
The overall effect of foreign currency movements had a 1 percentage point favorable impact on revenue growth in 2025 when compared to 2024.
Revenue from our BIOVECTRA acquisition contributed approximately 5 percentage points in 2025.
when compared to 2024.
The overall effect of foreign currency movements had no impact on revenue growth in 2025 when compared to 2024.
Revenue in the Applied Markets segment increased 1 percent in 2025 when compared to 2024.
Revenue in the Applied Markets segment decreased 7 percent in 2024 when compared to 2023.The overall effect of foreign currency movements had no impact on revenue growth in 2024 when compared to 2023.
Net income in 2025 was favorably impacted by several tax benefits that reduced our overall tax provision.
*2023 Repurchase Program*.
During the year ended October 31, 2025 we repurchased and retired 381,670 shares for $51 million excluding excise taxes, under this authorization.
As of October 31, 2025, we had remaining authorization to repurchase up to approximately $1.9 billion of our common stock under the 2024 repurchase program.
For share repurchases made during the year ended October 31, 2025, we recorded the applicable excise taxes payable of approximately $3 million.
After an extended period of constrained capital spending, many customers' ability to spend capital budgets has begun to normalize, with the exception of customers receiving funding from the U.S. federal government.
While the recent tariff changes adversely impacted our costs of revenue beginning in the second half of fiscal year 2025, we expect to substantially mitigate the impact during our fiscal year 2026.
With inflationary and tariff-related pressures remaining fluid, we are actively pursuing mitigation strategies through supply chain optimization, targeted pricing actions, and other cost-efficiency initiatives to protect margins and sustain long-term growth.
The revenue allocated to the software maintenance contract is recognized on a straight-line basis over the maintenance period,
For most non-U.S. defined benefit plans
In 2025, a settlement loss of $14 million was recognized in connection with the buy-out of our Netherlands defined benefit pension plan.
We performed a
Based on the results of our qualitative testing, we believe that it is more-likely-than-not that the fair values of these reporting units are greater than their respective carrying values.
the effectiveness of our tax planning strategies.
*Summary of Restructuring Plans.* In fiscal year 2025, we announced a restructuring plan designed to optimize our management structure to better serve our customers.
| Currency translation impact | | | 1 | | | | | | — | | | | | | | | | | | | 1 | | |
| Fiscal Year 2025 Plan | | | | | | | | | | | | | | | | | | | | | $ | 81 | |
| Fiscal Year 2024 Plan | | | | | | | | | | | | | | | | | | | | | $ | 73 | |
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.
We began reporting under this new structure with the Quarterly Report on Form 10-Q for the period ended January 31, 2024.
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.
Senior Notes
*2027 Senior Notes.* On September 9, 2024, we issued an aggregate principal amount of $600 million in senior notes ("2027 senior notes").
The 2027 senior notes were issued at 99.866% of their principal amount.
The notes will mature on September 9, 2027, and bear interest at a fixed rate of 4.20% per annum.
The interest is payable semi-annually on March 9th and September 9th of each year and payments will commence on March 9, 2025.
*2034 Senior Notes.* On September 9, 2024, we issued an aggregate principal amount of $600 million in senior notes ("2034 senior notes").
The 2034 senior notes were issued at 99.638% of their principal amount.
The 2034 senior notes will mature on September 9, 2034, and bear interest at a fixed rate of 4.75% per annum.
Agilent's net revenue of $6,833 million was slightly down 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 2022.
The net revenue decline was partially offset by revenue growth from our other segments primarily in Agilent CrossLab.
Revenue in the diagnostics and genomics business decreased 1 percent in 2023 when compared to 2022.
Foreign currency movements had an
Net income in 2022 was impacted by higher sales volume partially offset by supply chain, logistics and inflationary pressures increasing our costs.
The 2023 repurchase program authorizes the purchase of up to $2.0 billion, excluding excise taxes, of our common stock at the company's discretion and has no fixed termination date.
The 2023 repurchase program does not require the company to acquire a specific number of shares and may be suspended, amended or discontinued at any time.
On May 29, 2024, we announced that our board of directors had approved a new share repurchase program (the "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 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 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.
While customer capital budgets continue to be constrained, we anticipate a gradual and steady recovery in the short-term.
Although inflationary pressures are uncertain, we will continue to mitigate their impact through targeted pricing strategies and various other cost-saving initiatives.
We estimate the standalone selling price by calculating the
As of November 1, 2023, there was no impairment of goodwill.
Based on the results of our qualitative testing, there was no impairment of goodwill as of September 30, 2024.
use of significant estimates and assumptions related to revenue growth rates, royalty rates and discount rates.
See Note 16.
In accordance with the guidance on the accounting for
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The timing and scope of the workforce reductions will vary based on local legal requirements.
An excerpt. Shown here: 40 of 317 rewritten, 40 of 229 added and 40 of 123 removed. The counts are complete. For every sentence, read Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations in the FY2025 filing and the FY2024 filing.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
5 rewritten, 1 added, 0 removed, 14 unchanged
[removed: This strategy utilizes derivative financial] instruments, including option and forward contracts, to hedge certain foreign currency exposures with the intent of offsetting gains and losses that occur on the underlying exposures with gains and losses on the derivative contracts hedging them.
Approximately 48 percent of our revenue in [removed: 2024, 52] [added: 2025, 48] percent of our revenue in [removed: 2023] [added: 2024] and [removed: 56] [added: 52] percent of our revenue in [removed: 2022] [added: 2023] was generated in U.S. dollars.
[removed: Foreign] [added: The overall effect of changes in foreign] currency [removed: movements] [added: exchange rates] had no [removed: overall] impact on revenue growth in the year ended October 31, [added: 2025 when compared to the same period in] 2024.
As of October 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] 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: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] 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.
This strategy utilizes derivative financial
Item 1. Business
146 rewritten, 101 added, 69 removed, 222 unchanged
Agilent [removed: Technologies] [added: Technologies,] Inc. ("we", "Agilent" or the "company"), incorporated in Delaware in May 1999, is a global leader in life sciences, diagnostics and applied [removed: chemical] markets, providing application focused solutions that include instruments, software, services and consumables for the entire laboratory workflow.
Following this [removed: reorganization,] [added: re-organization,] we [removed: continued to] have three business segments [removed: comprised of life sciences and applied markets, diagnostics and genomics] [added: - Life Sciences] and [added: Diagnostics Markets,] Agilent [removed: CrossLab,] [added: CrossLab and Applied Markets,] each of which [removed: continues to comprise] [added: comprises] a reportable segment.
All historical financial segment information has been recast to conform to this new [removed: presentation in our consolidated financial statements and accompanying notes.][added: presentation.]
Our [removed: life sciences and applied markets business] [added: Applied Markets segment] provides application-focused solutions that include [removed: instruments, consumables] [added: instruments] and software that enable customers to identify, quantify and analyze the physical and biological properties of substances and [removed: products, as well as enable customers in the clinical and life sciences research areas to interrogate samples at the molecular and cellular level.][added: products.]
[removed: Our diagnostics and genomics business is comprised of seven areas of activity providing] [added: We provide] active pharmaceutical ingredients [removed: ("APIs")] for oligo-based therapeutics as well as solutions that include reagents, instruments, software and [removed: consumables] [added: consumables,] which enable customers in the clinical and life sciences research areas to interrogate samples at the cellular and molecular level.
The Agilent CrossLab [removed: business] [added: segment] spans the entire lab with its extensive services [removed: portfolio,] [added: and consumables portfolio in addition to software and laboratory automation solutions,] which [removed: is] [added: are] designed to improve customer [removed: outcomes.][added: outcomes and represents a broad range of offerings designed to serve customer needs across end-markets and applications.]
As of October 31, [removed: 2024,] [added: 2025,] we employed approximately [removed: 17,900] [added: 18,100] people worldwide.
Life Sciences and [removed: Applied Markets Business][added: Diagnostics Markets]
Most of the portfolio is vendor neutral, meaning [removed: Agilent] [added: we] can serve and supply customers regardless of their instrument purchase choices.
Key product categories in consumables include [removed: GC] [added: gas chromatography] and [removed: LC] [added: liquid chromatography] columns, sample preparation products, custom chemistries, and a large selection of laboratory [removed: instrument] supplies.
We employed approximately [removed: 6,000] [added: 6,300] people as of October 31, [removed: 2024] [added: 2025] in our [removed: life sciences] [added: Life Sciences] and [removed: applied markets business.][added: Diagnostics Markets segment.]
Life Sciences and [removed: Applied Markets][added: Diagnostics Markets - Customers]
*The [removed: Pharmaceutical, Biopharmaceutical, CRO & CMO] [added: Pharmaceutical and Biopharmaceutical] Market.* This market consists of [removed: “for-profit”] [added: "for-profit"] companies which participate across the pharmaceutical value chain in the areas of therapeutic [removed: research, discovery & development,] [added: research and discovery, preclinical efficacy, pharmacokinetic, safety testing,] clinical trials, [removed: manufacturing and] [added: therapeutic manufacturing,] quality assurance and quality control.
Additionally, due to the [removed: relatively low drug] [added: rapid development of novel targeted therapeutic modalities and the need for improved] efficacy [removed: within] [added: and patient stratification in the field of] oncology, [removed: pharma] [added: pharmaceutical] companies are partnering with diagnostic companies to bring validated tests to the market with their new drugs.
*The Chemicals [removed: &] [added: and] Advanced Materials Market.* Our products and solutions are used throughout the chemicals sector in the development, manufacturing, and quality control of commodity chemicals, specialty and agrochemicals, and fine chemicals.
Our products 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 [removed: &] [added: and] 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.
*The Environmental [removed: &] [added: and] Forensics Market.* Our instruments, software and workflow solutions are used by the environmental market for applications such as laboratory and field analysis of regulated and unregulated chemical pollutants in air, water, soil and solid waste.
*The Food Market.* Our [removed: instruments, software,] [added: instruments] and workflow solutions are used throughout the food production chain, including incoming inspection, new product development, quality control and assurance, and packaging.
[removed: *The Diagnostics and Clinical Market.* The diagnostics and clinical market focus within our life sciences] [added: Our liquid chromatography] and [removed: applied markets business is to] [added: liquid chromatography mass spectrometry businesses] provide [removed: instruments, software, reagents, and consumables] [added: instruments] that enable customers performing life [removed: sciences, pharmaceutical] [added: sciences] and [removed: clinical] [added: pharmaceutical] research to interrogate biologically relevant metabolites, lipids, protein, and cellular systems to understand fundamental biological processes, as well as the underlying mechanisms of cancer and other disease initiation and progression.
Life Sciences and [removed: Applied] [added: Diagnostics] Markets [added: -] Products and Applications
Our products fall into the following main areas of work: [removed: liquid chromatography,] gas chromatography, mass spectrometry, spectroscopy, [removed: software and informatics, lab automation and robotics,] vacuum [removed: technology, remarketed instruments and chemistries] [added: technology] and [removed: supplies.][added: remarketed instruments.]
A liquid chromatograph, high-performance liquid chromatograph [removed: ("HPLC")] or ultra-high performance liquid chromatograph [removed: (“UHPLC”)] is used to separate molecules of a liquid mixture to determine the quantity and identity of the molecules present.
The Agilent [removed: LC] [added: liquid chromatography] portfolio is largely modular in construction and can be configured as analytical and preparative systems.
These systems can be stepwise upgraded to highly sophisticated, automated workflow solutions such as method development, multi‑method/walk-up, high-capacity/high-throughput or multi‑dimensional [removed: LC] [added: liquid chromatography] and can be extended to application‑based analyzers (e.g., for bio-molecular separations, chiral analysis or size exclusion chromatography).
As a leader in liquid chromatography, we continue to expand our application space with new [removed: HPLC] [added: high-performance liquid chromatograph] columns, new services and ongoing instrument and software product enhancements.
We also offer related software, accessories and [removed: consumable] [added: consumables] products for these and other similar instruments.
[removed: *Mass] [added: *Liquid Chromatography Mass] Spectrometry*
A mass spectrometer [removed: (“MS”)] identifies and quantifies compounds based on their molecular mass and characteristic patterns of fragment ion masses that result when a molecule is broken apart.
[removed: MS] [added: A mass spectrometer] is an important tool in analyzing a broad spectrum of analytes, from small molecules, such as pesticides, to large molecules, such as intact proteins and other biological entities.
Liquid chromatography [removed: ("LC") and gas chromatography ("GC") are] [added: is] commonly used to separate compounds and introduce them to the [removed: MS] [added: mass spectrometer] system.
[removed: Agilent's LCMS] [added: Our liquid chromatography mass spectrometry] portfolio includes instruments built around four main analyzer types - single quadrupole, triple quadrupole, time-of-flight [removed: ("TOF")] and quadrupole [removed: time-of-flight ("QTOF").][added: time-of-flight.]
[removed: Agilent's GC/MS] [added: Our gas chromatography mass spectrometry] portfolio includes instruments built around three main analyzer types - single quadrupole, triple quadrupole, and quadrupole [removed: time-of-flight ("QTOF").][added: time-of-flight.]
Our spectroscopy instruments include [removed: AA] [added: atomic absorption] spectrometers, microwave plasma-atomic emission [removed: spectrometers ("MP-AES"), ICP-OES, ICP-MS,] [added: spectrometers, inductively coupled plasma optical emission spectrometry, inductively coupled plasma mass spectrometry,] fluorescence spectrophotometers, ultraviolet-visible [removed: ("UV-Vis")] spectrophotometers, [removed: Fourier Transform] [added: fourier transform] infrared [removed: ("FT-IR")] spectrometers, near-infrared [removed: ("NIR")] spectrometers, raman spectrometers and sample automation products.
*Laboratory [removed: Automation and Robotics*][added: Automation*]
We offer a portfolio of unique sample preparation automated solutions that are key to a comprehensive suite of workflow solutions to our [removed: life science and genomics] customers.
These solutions strengthen our offering of automated sample preparation across a broad range of applications which are integrated with several of our analytical and [removed: NGS] [added: next-generation sequencing] platforms across the company.
This includes sample preparation consumables such as solid phase extraction [removed: ("SPE")] and filtration products, self-manufactured [removed: GC] [added: gas chromatography] and [removed: LC] [added: liquid chromatography] columns, [added: together with] chemical [removed: standards, and instrument replacement parts.][added: standards.]
[removed: Consumable] [added: Consumables] products also include [added: proprietary] scientific instrument parts and supplies such as filters and fittings for [removed: GC] [added: gas chromatography and liquid chromatography] systems; [removed: xenon] lamps and cuvettes for [removed: UV-Vis-NIR,] [added: ultraviolet visible near infrared,] fluorescence, [removed: FT-IR] [added: fourier transform infrared] and raman spectroscopy instruments; and graphite furnace tubes, hollow cathode lamps and specialized sample introduction glassware for our [removed: AA, ICP-OES and ICP-MS products.][added: atomic]
We refurbish and resell certified pre-owned instruments to value-oriented customers who [removed: demand] [added: would like] Agilent quality and performance at a budget conscious price.
Life Sciences and [removed: Applied] [added: Diagnostics] Markets [removed: Customers][added: - Manufacturing]
In November 2024, we announced a change in our organizational structure to support our market-focused, customer-centric strategy.
Our former Diagnostics and Genomics segment combined with our liquid chromatography and liquid chromatography mass spectrometry instrument platforms to form our new Life Sciences and Diagnostics Markets segment.
Our chemistries and supplies, laboratory automation, and software and informatics divisions moved from our former Life Sciences and Applied Markets segment to our Agilent CrossLab segment.
The remaining divisions in our former Life Sciences and Applied Markets segment which includes our gas chromatography, gas chromatography mass spectrometry, remarketed instruments, spectroscopy and vacuum divisions formed our new Applied Markets segment.
Our Life Sciences and Diagnostics Markets segment is comprised of seven areas of activity.
Our Life Sciences and Diagnostics Markets segment is comprised of seven areas of activity.
First, our liquid chromatography and liquid chromatography mass spectrometry businesses enable customers in the clinical and life sciences research areas to interrogate samples at the molecular and cellular level.
BIOVECTRA capabilities include microbial fermentation, bioreagents, highly potent active pharmaceutical ingredients, peptide purification and biomanufacturing capabilities in several nucleic acid modalities.
Together, our BIOVECTRA and nucleic acid solutions businesses comprise our specialty CDMO offerings to our customers providing clinical-to-commercial scale production capabilities.
Life Sciences and Diagnostics Markets - Key End Markets
Our Life Sciences and Diagnostics Markets segment sells primarily into the pharmaceutical and biopharmaceutical, diagnostics and clinical and academic and government markets.
We also sell in the applied markets: chemicals and advanced materials, food and environmental and forensics.
Within the pharmaceutical market, a sub-segment of customers are focused on small molecule drugs known as new chemical entities and small molecule active pharmaceutical ingredients.
Another sub-segment of the market is our biopharmaceutical customers, who are focused on biologic entities or biosimilar drugs for human or animal use.
This biopharmaceutical classification also includes customers that manufacture biological components and/or biological active ingredients.
Biologic drug components and active ingredients include monoclonal antibodies, antibody-drug conjugates, fusion or recombinant proteins, therapeutic proteins (e.g., cytokines and insulin), peptides, oligonucleotides, cell and gene therapy and vaccines.
Through our contract development and manufacturing organization business, we offer our pharmaceutical customers specialized manufacturing capabilities for targeted therapeutics, including the production of antibody drug conjugates, high potency active pharmaceutical ingredients, and active pharmaceutical ingredients via microbial fermentation.
Our nucleic acid solutions and BIOVECTRA businesses are able to deliver a single source for gene editing therapeutics.
Our liquid chromatography and liquid chromatography mass spectrometry businesses provide instruments that enable customers performing clinical research to interrogate biologically relevant metabolites, lipids, protein, and cellular systems to understand fundamental biological processes, as well as the underlying mechanisms of cancer and other disease initiation and progression.
The goal is to use this information to develop new therapeutic strategies and drugs as well as new diagnostic tests.
Chemical market customers use our products to maintain, optimize, and enable higher productivity and profitability for labs, and support quality control and compliance with environmental and safety regulations.
Customers include local, state, federal, and international law enforcement agencies and
health laboratories.
Our products fall into these main areas of work: liquid chromatography systems and components, liquid chromatography mass spectrometry systems, pathology, cell analysis, companion diagnostics, genomics, contract development and manufacturing organization and biomolecular analysis.
*Genomics*
*Contract Development and Manufacturing Organization*
Together, our BIOVECTRA and nucleic acid solutions businesses provide clinical-to-commercial scale production capabilities.
*Biomolecular Analysis*
Software and informatics solutions include software for instrument control, data acquisition, data analysis, secure storage of results, and laboratory information and workflow management.
This software facilitates the compliant use of instruments in pharmaceutical quality assurance and quality control environments.
The OpenLab laboratory software suite is a scalable, open software platform that enables customers to capture, analyze, and share scientific data throughout the lab and across the enterprise.
Laboratory automation offers automated sample preparation solutions, including liquid handling, plate management, consumables and scheduling software.
These solutions range from standalone automation platforms to integrated workflow solutions with seamless integration to our instrumentation.
Within the pharmaceutical market, a sub-segment of customers are focused on small molecule drugs known as new chemical entities and small molecule active pharmaceutical ingredients.
Another sub-segment of the market is our biopharmaceutical customers, who are focused on biologic entities or biosimilar drugs for human or animal use.
This biopharmaceutical classification also includes customers that manufacture biological components and/or biological active ingredients.
Biologic drug components and active ingredients
include monoclonal antibodies, antibody-drug conjugates, fusion or recombinant proteins, therapeutic proteins (e.g., cytokines and insulin), peptides, oligonucleotides, cell and gene therapy and vaccines.
Additionally, due to the rapid development of novel targeted therapeutic modalities and the need for improved efficacy and patient stratification in the field of oncology, pharmaceutical companies are partnering with diagnostic companies to bring validated tests to the market with their new drugs.
Additionally, our services, consumables, software and technical support are used to support the testing for safety, quality, and compliance across the value chains of advanced materials – including semiconductors, batteries, and specially engineered polymers and polymeric materials, minerals and 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.
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.
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 consumables portfolio is designed to improve customer outcomes.
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; laboratory software for sample tracking; information management and analytics; laboratory automation and robotic systems; dissolution testing; vacuum pumps and measurement technologies.
One sub-segment of this market is core and emerging pharmaceutical companies ("pharma").
A second sub-segment includes biopharmaceutical companies ("biopharma"), contract research organizations ("CROs") and contract manufacturing organizations ("CMOs").
Biopharma companies and, to a somewhat lesser extent, CROs and CMOs typically participate in specific points in the pharmaceutical industry value chain.
After decades of investment in basic biomedical research by government funding bodies, the focus has widened to include translational research - multidisciplinary scientific efforts directed at accelerating therapy development.
The life sciences and applied markets business is susceptible to seasonality in its orders and revenues primarily related to U.S. and foreign government budgets, chemicals and advanced materials and environmental customers and large pharmaceutical company budgets.
Historically, the result is that our first and fourth fiscal quarters tend to deliver the strongest profits for the life sciences and applied markets business.
However, general economic trends, new product introductions and competition might overshadow this trend in any given year.
The life sciences and applied markets channels focus on the therapeutics and human disease research customer base (pharma, biopharma, CRO, CMO and generics), clinical customer base (high complexity clinical testing labs), emerging life sciences opportunities in life science research institutes and applied markets (chemicals and advanced materials, food, environmental and forensics).
We have FDA registered sites in California, Germany and Singapore.
Diagnostics and Genomics Business
Our diagnostics and genomics business includes the cell analysis, advanced manufacturing partnerships and research and development, pathology, companion diagnostics, reagent partnership, genomics and biomolecular analysis businesses.
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.
("IHC"), in situ hybridization ("ISH"), hematoxylin and eosin ("H&E") staining and special staining.
We employed approximately 4,600 people as of October 31, 2024 in our diagnostics and genomics business.
Diagnostics and Genomics Market
Diagnostics and Genomics Products
Our products fall into these main areas of work: pathology products, cell analysis, specific proteins and flow cytometry reagents, companion diagnostics, target enrichment, cytogenetic research solutions and microarrays, qPCR instrumentation and molecular biology reagents, advanced manufacturing partnerships and automated electrophoresis and microfluidics solutions.
*Bulk Antibodies and Flow Cytometry Reagents*
*Target Enrichment*
SureSelect provides a sample prep workflow that can be automated with the Agilent Bravo platform for scalability or leverages the Magnis NGS sample prep ecosystem of instruments and consumables for maximum ease-of-use.
These products are used for mutation detection and genotyping.
Our solutions also enable clinical labs to identify DNA variants associated with genetic diseases and help direct cancer therapy.
*Cytogenetic Research Solutions and Microarrays*
The arrays are offered in many formats allowing the customers to choose from different levels of resolution and number of samples per arrays.
Arrays can also be customized using the SureDesign software.
In addition to the microarrays, our solution includes reagents for sample processing, hardware for reading the microarrays, and software to help users view the data in a meaningful way.
In addition to the CGH portfolio, the cytogenetics solution comprises a line of oligonucleotide probes for fluorescent in situ hybridization ("FISH") called SureFISH.
Additionally, we provide a wide range of microarrays to the research market for different types of applications: gene expression, microRNA, methylation, splice variants, and chromatin immunoprecipitation applications.
Arrays are offered as catalog designs or customizable designs, with no minimum order size and short delivery time, which differentiates us from other vendors and enables researchers the maximum flexibility in their studies.
*qPCR Instrumentation and Molecular Biology Reagents*
Quantitative PCR ("qPCR") or real time PCR is also a standard method used in genomic research facilities to measure the amount of a specific nucleic acid sequence within a sample.
There are several applications for qPCR; among the most common are identifying the expression level of a specific gene or calculating the amount of a specific pathogen present in a sample.
We offer a complete portfolio of qPCR instruments, as well as specialty enzymes for amplifying difficult sample types.
In addition to qPCR enzymes, we offer a wide range of molecular biology reagents including tools for cloning and mutagenesis applications.
An excerpt. Shown here: 40 of 146 rewritten, 40 of 101 added and 40 of 69 removed. The counts are complete. For every sentence, read Item 1. Business in the FY2025 filing and the FY2024 filing.
Cover and table of contents
28 rewritten, 8 added, 8 removed, 60 unchanged
For the fiscal year ended October 31, [removed: 2024][added: 2025]
Yes [removed: ☒ No] ☐ [added: No ☒]
The aggregate market value of the registrant's common equity held by non-affiliates as of April 30, [removed: 2024,] [added: 2025,] was approximately [removed: $30.0] [added: $26.6] billion.
As of December [removed: 9, 2024] [added: 10, 2025] there were [removed: 285,595,302] [added: 283,498,871] 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 [removed: held on March 13, 2025, and to be] filed pursuant to Regulation 14A within 120 days after registrant's fiscal year ended October 31, [removed: 2024] [added: 2025] are incorporated by reference into Part III of this Report | | | | | | III | | |
| [Forward-Looking [removed: Statements](#i4d4f0e2e9da9448aa482d15bd0fda210_10)] [added: Statements](#i015f5f8b40b544f7ae873b3c0e85d5f0_10)] | | | | | | [removed: [3](#i4d4f0e2e9da9448aa482d15bd0fda210_10)] [added: [3](#i015f5f8b40b544f7ae873b3c0e85d5f0_10)] | | |
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This report contains forward-looking statements including, without limitation, statements regarding growth opportunities, including for and in our end markets, new product and service introductions, the position and strength of our businesses, products and services, market demand for and adoption of our products and solutions, the ability of our products and solutions to address customer needs and meet industry requirements, our focus on enhancing our customers’ experience, delivering differentiated product solutions and driving productivity improvements, [added: leveraging] our [added: product platforms to maximize growth, 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 contributions to our defined benefit plans, our hedging programs and other actions to offset the effects of foreign currency and interest rate movements, our future effective tax rate, unrecognized tax benefits, reimbursement incentives, our ability to satisfy our liquidity requirements, including through cash generated from operations, the potential impact of adopting new accounting pronouncements, indemnification obligations, our sales, our purchase commitments, our capital expenditures, the integration, effects and timing of our acquisitions and other transactions, expense reduction and other results from our restructuring programs and other cost saving initiatives, our stock repurchase program and dividends, macroeconomic and market conditions, [added: including relating to or arising from changes to tariffs, import/export or trade policies,] the recovery and health of our end markets, seasonality, mix, future financial results, our operating margin, our geographical diversification, interest rates, inflationary pressures and local regulations and restrictions, that involve risks and uncertainties.
Our actual results could differ materially from the results contemplated by these forward-looking statements due to various factors, including those discussed in Part I Item 1A and elsewhere in this [added: Annual Report on] Form 10-K.
| [PART I](#i015f5f8b40b544f7ae873b3c0e85d5f0_13) | | | | | | | | |
| [PART II](#i015f5f8b40b544f7ae873b3c0e85d5f0_85) | | | | | | | | |
| [Item 9B](#i015f5f8b40b544f7ae873b3c0e85d5f0_253) | | | [Other Information](#i015f5f8b40b544f7ae873b3c0e85d5f0_253) | | | [123](#i015f5f8b40b544f7ae873b3c0e85d5f0_253) | | |
| [PART III](#i015f5f8b40b544f7ae873b3c0e85d5f0_259) | | | | | | | | |
| [Item 11](#i015f5f8b40b544f7ae873b3c0e85d5f0_265) | | | [Executive Compensation](#i015f5f8b40b544f7ae873b3c0e85d5f0_265) | | | [124](#i015f5f8b40b544f7ae873b3c0e85d5f0_265) | | |
| [PART IV](#i015f5f8b40b544f7ae873b3c0e85d5f0_277) | | | | | | | | |
| [Item 16](#i015f5f8b40b544f7ae873b3c0e85d5f0_283) | | | [Form 10-K Summary](#i015f5f8b40b544f7ae873b3c0e85d5f0_283) | | | [131](#i015f5f8b40b544f7ae873b3c0e85d5f0_283) | | |
| | | | [Signatures](#i015f5f8b40b544f7ae873b3c0e85d5f0_286) | | | [132](#i015f5f8b40b544f7ae873b3c0e85d5f0_286) | | |
| [PART I](#i4d4f0e2e9da9448aa482d15bd0fda210_13) | | | | | | | | |
| [PART II](#i4d4f0e2e9da9448aa482d15bd0fda210_82) | | | | | | | | |
| [Item 9B](#i4d4f0e2e9da9448aa482d15bd0fda210_250) | | | [Other Information](#i4d4f0e2e9da9448aa482d15bd0fda210_250) | | | [120](#i4d4f0e2e9da9448aa482d15bd0fda210_250) | | |
| [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) | | |
Item 1B. Unresolved Staff Comments
2 rewritten, 0 added, 1 removed, 15 unchanged
[added: Layered controls are] implemented to prevent and detect cybersecurity threats, with policies and processes designed to provide timely notifications and compliance with legal requirements.
*Governance and Oversight.* Our cybersecurity program under the Chief Information Officer ("CIO") is led by our Chief Information Security Officer [removed: ("CISO").][added: ("CISO"), both of whom have over 20 years of experience managing and securing global enterprises.]
Layered controls are
Item 2. Properties
6 rewritten, 0 added, 0 removed, 3 unchanged
As of October 31, [removed: 2024,] [added: 2025,] we owned or leased a total of approximately 6.8 million square feet of space worldwide.
Our manufacturing plants, [removed: R&D] [added: research and development] facilities and warehouse and administrative facilities occupied approximately 6.3 million square feet.
All of our [removed: businesses] [added: business segments] share sales offices throughout the world.
[removed: *Life Sciences & Applied] [added: *Applied] Markets [removed: Business.*] [added: Segment.*] Our [removed: life sciences and applied markets business] [added: Applied Markets segment] has manufacturing and [removed: R&D] [added: research and development] facilities in Australia, China, Germany, Italy, Japan, Malaysia, [removed: Netherlands,] Singapore, United Kingdom and the United States.
[removed: *Diagnostics] [added: *Life Sciences] and [removed: Genomics Business.*] [added: Diagnostics Markets Segment.*] Our [removed: diagnostics] [added: Life Sciences] and [removed: genomics business] [added: Diagnostics Markets segment] has manufacturing and [removed: R&D] [added: research and development] facilities in Belgium, Canada, China, Denmark, Germany, [removed: Malaysia] [added: Malaysia, Singapore, United Kingdom] and the United States.
*Agilent CrossLab [removed: Business.*] [added: Segment.*] Our [added: Agilent CrossLab segment has manufacturing and research and development facilities in Australia, Germany, Netherlands, Singapore, United Kingdom and the United States, and our] direct service delivery organization is regionally based and operating in 28 countries.
Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
13 rewritten, 20 added, 8 removed, 13 unchanged
Our common stock is listed on the New York Stock Exchange with the ticker symbol [removed: “A”.][added: "A."]
[added: *Holders.*] As of December [removed: 2, 2024,] [added: 10, 2025,] there were [removed: 16,806] [added: 15,935] common stockholders of record.
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: 2019] [added: 2020] and the reinvestment of all dividends.
[removed: ][added: ]
| Company Name / Index | | | [removed: 10/31/2019 | | |] 10/31/2020 | | | 10/31/2021 | | | 10/31/2022 | | | 10/31/2023 | | | 10/31/2024 | | | [added: 10/31/2025 | | |]
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: 2024.][added: 2025.]
The total number of shares of common stock purchased by the company during the fiscal year ended October 31, [removed: 2024] [added: 2025] was [removed: 8,402,882] [added: 3,397,220] shares.
| Period | | | | | | Total Number of Shares of Common Stock [removed: Purchased(1)] [added: Purchased(1)(2)] | | | | | | Weighted Average Price Paid per Share of Common [removed: Stock(2)] [added: Stock(3)] | | | | | | Total Number of Shares of Common Stock Purchased as Part of Publicly Announced Plans or [removed: Programs(1)] [added: Programs(1)(2)] | | | | | | Maximum Approximate Dollar Value of Shares of Common Stock that May Yet Be Purchased Under the Plans or Programs (in [removed: millions)(1)] [added: millions)(1)(2)] | | |
The 2023 repurchase program [removed: authorizes] [added: authorized] the purchase of up to $2.0 billion, excluding excise taxes, of our common stock at the company's discretion and has no fixed termination date.
The 2023 repurchase program [removed: does] [added: did] not require the company to acquire a specific number of shares and may be suspended, amended or discontinued at any time.
The 2023 repurchase program commenced on March 1, 2023, and [removed: also terminated and replaced the 2021 repurchase program.][added: was completed in September 2025.]
As of October 31, [removed: 2024,] [added: 2025,] all repurchased shares to date have been retired.
[removed: (2)The] [added: (3)The] weighted average price paid per share of common stock does not include the cost of commissions or excise taxes.
*Market Information*.
*Dividends*.
We currently intend to continue paying quarterly cash dividends.
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 other business considerations that our Board of Directors considers relevant.
*Equity Compensation Plan Information.* The information required by this item with respect to equity compensation plans is included under the caption "*Equity Compensation Plan Information"* in Item 12 of this Annual Report on Form 10-K.
| Agilent Technologies | | | 100 | | | 155.15 | | | 137.17 | | | 103.21 | | | 130.99 | | | 148.32 | | |
| S&P 500 | | | 100 | | | 142.91 | | | 122.03 | | | 134.41 | | | 185.51 | | | 225.31 | | |
| Peer Group | | | 100 | | | 137.23 | | | 137.26 | | | 134.30 | | | 162.80 | | | 161.82 | | |
| 2023 Repurchase Program | | | | | | | | | | | | | | | | | | | | | | | | | | |
| August 1, 2025 through August 31, 2025 | | | | | | 228,858 | | | | | | $ | 117.73 | | | | | 228,858 | | | | | | $ | 7 | |
| September 1, 2025 through September 8, 2025 | | | | | | 52,423 | | | | | | $ | 126.48 | | | | | 52,423 | | | | | | $ | — | |
| 2024 Repurchase Program | | | | | | | | | | | | | | | | | | | | | | | | | | |
| September 9, 2025 through September 30, 2025 | | | | | | 171,591 | | | | | | $ | 125.55 | | | | | 171,591 | | | | | | 1,979 | | |
| October 1, 2025 through October 31, 2025 | | | | | | 210,079 | | | | | | $ | 142.19 | | | | | 210,079 | | | | | | $ | 1,949 | |
| Total | | | | | | 662,951 | | | | | | $ | 128.19 | | | | | 662,951 | | | | | | | | |
(2)On May 29, 2024, we announced that our board of directors had approved a new share repurchase program (the "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 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 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.
The 2024 repurchase program became effective on August 1, 2024 and commenced upon completion of our 2023 repurchase program in September 2025.
As of October 31, 2025, all repurchased shares to date have been retired.
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 13, 2025, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A, and is incorporated herein by reference.
| 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 | | | | | | | | |
Item 8. Financial Statements and Supplementary Data
707 rewritten, 259 added, 178 removed, 1,418 unchanged
| [Report of Independent Registered Public Accounting [removed: Firm](#i4d4f0e2e9da9448aa482d15bd0fda210_148)] [added: Firm](#i015f5f8b40b544f7ae873b3c0e85d5f0_151)] \- (PCAOB ID: 238) | | | | | | | | | | | | [removed: [58](#i4d4f0e2e9da9448aa482d15bd0fda210_148)] [added: [62](#i015f5f8b40b544f7ae873b3c0e85d5f0_151)] | | |
| [Consolidated [removed: Statement of] [added: Statement](#i015f5f8b40b544f7ae873b3c0e85d5f0_157)[s](#i015f5f8b40b544f7ae873b3c0e85d5f0_157) [of] Operations for each of the three years in the period ended October 31, [removed: 20](#i4d4f0e2e9da9448aa482d15bd0fda210_154)[24](#i4d4f0e2e9da9448aa482d15bd0fda210_154)] [added: 202](#i015f5f8b40b544f7ae873b3c0e85d5f0_157)[5](#i015f5f8b40b544f7ae873b3c0e85d5f0_157)] | | | | | | | | | | | | [removed: [60](#i4d4f0e2e9da9448aa482d15bd0fda210_154)] [added: [64](#i015f5f8b40b544f7ae873b3c0e85d5f0_157)] | | |
| [Consolidated [removed: Statement of] [added: Statement](#i015f5f8b40b544f7ae873b3c0e85d5f0_160)[s](#i015f5f8b40b544f7ae873b3c0e85d5f0_160) [of] Comprehensive Income for each of the three years in the period ended October 31, [removed: 20](#i4d4f0e2e9da9448aa482d15bd0fda210_157)[24](#i4d4f0e2e9da9448aa482d15bd0fda210_157)] [added: 202](#i015f5f8b40b544f7ae873b3c0e85d5f0_160)[5](#i015f5f8b40b544f7ae873b3c0e85d5f0_160)] | | | | | | | | | | | | [removed: [61](#i4d4f0e2e9da9448aa482d15bd0fda210_157)] [added: [65](#i015f5f8b40b544f7ae873b3c0e85d5f0_160)] | | |
| [Consolidated Balance [removed: Sheet at] [added: Sheet](#i015f5f8b40b544f7ae873b3c0e85d5f0_163)[s](#i015f5f8b40b544f7ae873b3c0e85d5f0_163) [at] October 31, [removed: 202](#i4d4f0e2e9da9448aa482d15bd0fda210_160)[4](#i4d4f0e2e9da9448aa482d15bd0fda210_160)] [added: 202](#i015f5f8b40b544f7ae873b3c0e85d5f0_163)[5](#i015f5f8b40b544f7ae873b3c0e85d5f0_163)] [and [removed: 202](#i4d4f0e2e9da9448aa482d15bd0fda210_160)[3](#i4d4f0e2e9da9448aa482d15bd0fda210_160)] [added: 202](#i015f5f8b40b544f7ae873b3c0e85d5f0_163)[4](#i015f5f8b40b544f7ae873b3c0e85d5f0_163)] | | | | | | | | | | | | [removed: [62](#i4d4f0e2e9da9448aa482d15bd0fda210_160)] [added: [66](#i015f5f8b40b544f7ae873b3c0e85d5f0_163)] | | |
| [Consolidated [removed: Statement of] [added: Statement](#i015f5f8b40b544f7ae873b3c0e85d5f0_166)[s](#i015f5f8b40b544f7ae873b3c0e85d5f0_166) [of] Cash Flows for each of the three years in the period ended October 31, [removed: 20](#i4d4f0e2e9da9448aa482d15bd0fda210_163)[24](#i4d4f0e2e9da9448aa482d15bd0fda210_163)] [added: 202](#i015f5f8b40b544f7ae873b3c0e85d5f0_166)[5](#i015f5f8b40b544f7ae873b3c0e85d5f0_166)] | | | | | | | | | | | | [removed: [63](#i4d4f0e2e9da9448aa482d15bd0fda210_163)] [added: [67](#i015f5f8b40b544f7ae873b3c0e85d5f0_166)] | | |
| [Consolidated [removed: Statement of] [added: Statement](#i015f5f8b40b544f7ae873b3c0e85d5f0_169)[s](#i015f5f8b40b544f7ae873b3c0e85d5f0_169) [of] Equity for each of the three years in the period ended October 31, [removed: 20](#i4d4f0e2e9da9448aa482d15bd0fda210_166)[24](#i4d4f0e2e9da9448aa482d15bd0fda210_166)] [added: 202](#i015f5f8b40b544f7ae873b3c0e85d5f0_169)[5](#i015f5f8b40b544f7ae873b3c0e85d5f0_169)] | | | | | | | | | | | | [removed: [64](#i4d4f0e2e9da9448aa482d15bd0fda210_166)] [added: [68](#i015f5f8b40b544f7ae873b3c0e85d5f0_169)] | | |
| [Notes to Consolidated Financial [removed: Statements](#i4d4f0e2e9da9448aa482d15bd0fda210_169)] [added: Statements](#i015f5f8b40b544f7ae873b3c0e85d5f0_172)] | | | | | | | | | | | | [removed: [65](#i4d4f0e2e9da9448aa482d15bd0fda210_169)] [added: [69](#i015f5f8b40b544f7ae873b3c0e85d5f0_172)] | | |
We have audited the accompanying consolidated balance sheets of Agilent Technologies, Inc. and its subsidiaries (the "Company") as of October 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] 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: 2024,] [added: 2025,] including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended October 31, [removed: 2024] [added: 2025] appearing under Item 15(a)(2) (collectively referred to as the "consolidated financial statements").
We also have audited the Company's internal control over financial reporting as of October 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of October 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended October 31, [removed: 2024] [added: 2025] 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: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.
A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit [added: 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.]
CONSOLIDATED [removed: STATEMENT] [added: STATEMENTS] OF OPERATIONS
| | | | Years Ended October 31, | | | | | | | | | [removed: | | | | | |]
| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |
| Products | | | $ | [removed: 4,672] [added: 4,944] | | | | | $ | [removed: 5,051] [added: 4,672] | | | | | $ | [removed: 5,187] [added: 5,051] | |
| Services and other | | | [removed: 1,838] [added: 2,004] | | | | | | [removed: 1,782] [added: 1,838] | | | | | | [removed: 1,661] [added: 1,782] | | |
| Total net revenue | | | [removed: 6,510] [added: 6,948] | | | | | | [removed: 6,833] [added: 6,510] | | | | | | [removed: 6,848] [added: 6,833] | | |
| Cost of products | | | [removed: 2,024] [added: 2,237] | | | | | | [removed: 2,428] [added: 2,024] | | | | | | [removed: 2,242] [added: 2,428] | | |
| Cost of services and other | | | [removed: 951] [added: 1,068] | | | | | | [removed: 940] [added: 951] | | | | | | [removed: 884] [added: 940] | | |
| Total costs | | | [removed: 2,975] [added: 3,305] | | | | | | [removed: 3,368] [added: 2,975] | | | | | | [removed: 3,126] [added: 3,368] | | |
| Research and development | | | [removed: 479] [added: 455] | | | | | | [removed: 481] [added: 479] | | | | | | [removed: 467] [added: 481] | | |
| Selling, general and administrative | | | [removed: 1,568] [added: 1,709] | | | | | | [removed: 1,634] [added: 1,568] | | | | | | [removed: 1,637] [added: 1,634] | | |
| Total costs and expenses | | | [removed: 5,022] [added: 5,469] | | | | | | [removed: 5,483] [added: 5,022] | | | | | | [removed: 5,230] [added: 5,483] | | |
| Income from operations | | | [removed: 1,488] [added: 1,479] | | | | | | [removed: 1,350] [added: 1,488] | | | | | | [removed: 1,618] [added: 1,350] | | |
| Interest income | | | [removed: 80] [added: 62] | | | | | | [removed: 51] [added: 80] | | | | | | [removed: 9] [added: 51] | | |
| Interest expense | | | [removed: (96)] [added: (112)] | | | | | | [removed: (95)] [added: (96)] | | | | | | [removed: (84)] [added: (95)] | | |
| Other income (expense), net | | | [removed: 49] [added: 6] | | | | | | [removed: 33] [added: 49] | | | | | | [removed: (39)] [added: 33] | | |
| Income before taxes | | | [removed: 1,521] [added: 1,435] | | | | | | [removed: 1,339] [added: 1,521] | | | | | | [removed: 1,504] [added: 1,339] | | |
| Provision for income taxes | | | [removed: 232] [added: 132] | | | | | | [removed: 99] [added: 232] | | | | | | [removed: 250] [added: 99] | | |
| Net income | | | $ | [removed: 1,289] [added: 1,303] | | | | | $ | [removed: 1,240] [added: 1,289] | | | | | $ | [removed: 1,254] [added: 1,240] | |
| Basic | | | $ | [removed: 4.44] [added: 4.59] | | | | | $ | [removed: 4.22] [added: 4.44] | | | | | $ | [removed: 4.19] [added: 4.22] | |
| Diluted | | | $ | [removed: 4.43] [added: 4.57] | | | | | $ | [removed: 4.19] [added: 4.43] | | | | | $ | [removed: 4.18] [added: 4.19] | |
| Basic | | | [removed: 290] [added: 284] | | | | | | [removed: 294] [added: 290] | | | | | | [removed: 299] [added: 294] | | |
| Diluted | | | [removed: 291] [added: 285] | | | | | | [removed: 296] [added: 291] | | | | | | [removed: 300] [added: 296] | | |
CONSOLIDATED [removed: STATEMENT] [added: STATEMENTS] OF COMPREHENSIVE INCOME
| Unrealized gain (loss) on derivative instruments, net of tax expense (benefit) of [removed: $(2), $(1)] [added: $0, $(2)] and [removed: $13] [added: $(1)] | | | [removed: (7)] [added: (1)] | | | | | | [removed: (3)] [added: (7)] | | | | | | [removed: 43] [added: (3)] | | |
| Amounts reclassified into earnings related to derivative instruments, net of tax expense (benefit) of [removed: $(1), $0] [added: $1, $(1)] and [removed: $(8)] [added: $0] | | | [removed: (1)] [added: 7] | | | | | | [removed: —] [added: (1)] | | | | | | [removed: (26)] [added: —] | | |
| Foreign currency translation, net of tax expense (benefit) of [removed: $3, $(1)] [added: $5, $3] and [removed: $(12)] [added: $(1)] | | | [removed: (22)] [added: 26] | | | | | | [removed: 34] [added: (22)] | | | | | | [removed: (150)] [added: 34] | | |
| Change in actuarial net gain (loss), net of tax expense (benefit) of [removed: $0, $(5)] [added: $2, $0] and [removed: $9] [added: $(5)] | | | [removed: 53] [added: 48] | | | | | | [removed: (10)] [added: 53] | | | | | | [removed: 69] [added: (10)] | | |
*Revenue Recognition for Certain Products and Services and other Revenue*
As described in Note 1 to the consolidated financial statements, the Company derives revenue primarily from the sale of analytical and diagnostics products and services.
Revenue is recognized when control of the promised products or services is transferred to the customers and the performance obligation is fulfilled in an amount that reflects the consideration that the Company expects to be entitled in exchange for those products or services.
Revenue for service contracts is recognized on a straight-line basis to revenue over the service period, as a time-based measure of progress best reflects the performance in satisfying this obligation.
For contracts with multiple performance obligations, management allocates the consideration to each performance obligation based on relative standalone selling prices.
Management estimates the standalone selling price by calculating the average historical selling price of products and services per geographic region for each performance obligation.
The Company’s net revenues were $6.9 billion for the year ended October 31, 2025, of which a majority relates to certain products and services and other revenue.
The principal consideration for our determination that performing procedures relating to revenue recognition for certain products and services and other revenue is a critical audit matter is a high degree of auditor effort in performing procedures related to the Company’s revenue recognition.
These procedures included testing the effectiveness of controls relating to the revenue recognition process.
These procedures also included, among others, (i) testing revenue recognized for a sample of revenue transactions by obtaining and inspecting source documents, such as purchase orders, invoices, proof of delivery or shipment, and cash receipts, and recalculating revenue, including testing the allocation of transaction price to the performance obligations based on relative standalone selling price, if applicable; (ii) testing the completeness and accuracy of the historical selling price data used to determine the standalone selling price of the performance obligations; and (iii) evaluating occurrence and accuracy of revenue on a test basis, by examining valid contracts and other supporting documents, as applicable.
| Net income | | | $ | 1,303 | | | | | $ | 1,289 | | | | | $ | 1,240 | |
| Net income | | | $ | 1,303 | | | | | $ | 1,289 | | | | | $ | 1,240 | |
| Repurchase of common stock, including excise taxes | | | (3,397) | | | | | | — | | | | | | (46) | | | | | | (382) | | | | | | — | | | | | | (428) | | | | | | | | | | | | | | |
| Balance as of October 31, 2025 | | | 283,054 | | | | | | $ | 3 | | | | | $ | 5,575 | | | | | $ | 1,389 | | | | | $ | (226) | | | | | $ | 6,741 | | | | | | | | | | | | | |
Recent changes to tariffs and trade policies by the U.S. and other countries have increased risk and uncertainty surrounding our future results of operations.
In the first half of fiscal year 2025, changes to tariffs and trade policies did not have a material impact on our results of operations; however, the tariff changes adversely impacted our costs of revenue beginning in the second half of fiscal year 2025.
In the second half of fiscal year 2025, the U.S. government introduced additional measures related to tariffs, including certain increases, exemptions and pauses, and other countries have responded with preliminary agreements and retaliatory actions.
The ultimate impact of changes to tariffs and trade policies will depend on various factors, including the timing, amount, scope, and nature of any tariffs or trade policies implemented and our ability to respond to and mitigate the impact of such tariffs and trade policies.
We continue to monitor these evolving trade dynamics closely, as they may influence future revenue and operational efficiency.
In 2025, headcount and funding reductions of the U.S. federal government along with those customers receiving funding from the U.S. federal government have adversely impacted our business.
Continued funding and resource pressure of these government agencies and limited availability of funding grants could impact our customers’ ability to perform normal functions and further impact our business.
For equipment, consumables, and most software licenses, control transfers to the customer at a point in time.
For products that transfer control over time, revenue is recognized as the performance obligation is satisfied.
Buildings and
Based on the results of our qualitative testing, we believe that it is more-likely-than-not that the fair values of these reporting units are greater than their respective carrying values.
During the year ended October 31, 2025, we recorded an impairment charge of long-lived assets of $15 million.
market data for substantially the full term of the assets or liabilities.
Recently Adopted Accounting Pronouncements
We adopted this guidance effective for our fiscal year 2025 and interim periods within fiscal year 2026 on a retrospective basis.
See Note 22, "Segment Information" for additional segment disclosures.
In May 2025, the FASB issued guidance to improve the requirements for identifying the accounting acquirer in transactions involving variable interest entities (VIEs) in business combinations.
The amendments are effective for our fiscal year 2028, including interim periods within that year, with early adoption permitted.
We currently do not expect the impact of these amendments to have a material impact on our consolidated financial statements.
In September 2025, the FASB issued guidance that introduces targeted improvements to the accounting for internal-use software, replacing the stage-based capitalization model with a principles-based approach and aligning disclosure requirements with those for property, plant, and equipment.
In December 2025, the FASB issued guidance that addresses the accounting for government grants received by business entities.
The amendments establish a framework for recognizing, measuring, and presenting government grants in the financial statements to improve consistency and transparency.
The amendments are effective for our fiscal year 2030, including interim periods within fiscal year 2030, with early adoption permitted.
We are currently evaluating the impact of these amendments on our consolidated financial statements.
In December 2025, the FASB issued guidance related to interim reporting requirements.
The amendments introduce new disclosure requirements to enhance transparency in interim financial statements.
| | | | | | | | | | | | | | | |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
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.
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.
*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.
The principal considerations for our determination that performing procedures relating to the valuation of certain customer relationships acquired in the acquisition of BIOVECTRA is a critical audit matter are (i) the significant judgment by management when estimating the fair value of 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 revenue growth rates; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.
These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of certain customer relationships acquired.
These procedures also included, among others (i) reading the purchase agreement; (ii) testing management’s process for estimating the fair value of certain customer relationships acquired; (iii) evaluating the appropriateness of the multi-period excess earnings method used by management; (iv) testing the completeness and accuracy of the underlying data used in the multi-period excess earnings method; and (v) evaluating the reasonableness of the significant assumption used by management related to revenue growth rates.
Evaluating management’s assumption related to the revenue growth rates involved considering (i) the current performance of the BIOVECTRA business and (ii) whether the assumption was consistent with evidence obtained in other areas of the audit.
Professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of the multi-period excess earnings method.
December 19, 2024
AGILENT TECHNOLOGIES, INC.
| | | | | | | | | | | | | | | | | | |
| Loss on extinguishment of debt | | | — | | | | | | — | | | | | | 9 | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Balance as of October 31, 2021 | | | 302,208 | | | | | | $ | 3 | | | | | $ | 5,320 | | | | | $ | 348 | | | | | $ | (282) | | | | | $ | 5,389 | | | | | | | | | | | | | |
| Repurchase of common stock | | | (8,368) | | | | | | — | | | | | | (111) | | | | | | (1,028) | | | | | | — | | | | | | (1,139) | | | | | | | | | | | | | | |
*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.
We began reporting under this new structure with the Quarterly Report on Form 10-Q for the period ended January 31, 2024.
There was no change to our Agilent CrossLab business segment.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)
information available at commencement date in determining the present value of lease payments.
A goodwill impairment loss, if any, is measured as the
As of November 1, 2023, there was no impairment of goodwill.
Based on the results of our qualitative testing, there was no impairment of goodwill as of September 30, 2024.
During the year ended October 31, 2022, there were no impairments of long-lived assets.
As of October 31, 2023, the fair value of the term loan approximates its carrying value.
These amendments apply on a retrospective basis.
| Americas | | | $ | 995 | | | | | $ | 674 | | | | | $ | 904 | | | | | $ | 2,573 | |
| Europe | | | 811 | | | | | | 452 | | | | | | 507 | | | | | | 1,770 | | |
| Asia Pacific | | | 1,409 | | | | | | 518 | | | | | | 240 | | | | | | 2,167 | | |
| Total | | | $ | 3,215 | | | | | $ | 1,644 | | | | | $ | 1,651 | | | | | $ | 6,510 | |
| Americas | | | $ | 1,099 | | | | | $ | 634 | | | | | $ | 999 | | | | | $ | 2,732 | |
| Europe | | | 851 | | | | | | 417 | | | | | | 486 | | | | | | 1,754 | | |
An excerpt. Shown here: 40 of 707 rewritten, 40 of 259 added and 40 of 178 removed. The counts are complete. For every sentence, read Item 8. Financial Statements and Supplementary Data in the FY2025 filing and the FY2024 filing.
Item 9A. Controls and Procedures
4 rewritten, 0 added, 4 removed, 6 unchanged
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: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] 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: 2024] [added: 2025] 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.
Item 9B. Other Information
1 rewritten, 0 added, 0 removed, 1 unchanged
During the three months ended October 31, [removed: 2024,] [added: 2025,] 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.
Item 10. Directors, Executive Officers and Corporate Governance
3 rewritten, 0 added, 0 removed, 9 unchanged
Information regarding our directors appears under “Proposal No. 1 - Election of Directors” in our Proxy Statement for the Annual Meeting of [removed: Stockholders (“Proxy Statement”),] [added: Stockholders,] to be [removed: held March 13, 2025.][added: filed with the SEC within 120 days of October 31, 2025 (“Proxy Statement”).]
There were no material changes to the procedures by which security holders may recommend nominees to our Board of Directors in fiscal year [removed: 2024.][added: 2025.]
A copy of our Insider Trading policy [removed: is] [added: has been] filed with [removed: this] [added: our 2024] Annual Report on Form 10-K as Exhibit 19.1.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
5 rewritten, 2 added, 1 removed, 16 unchanged
The following table summarizes information about our equity compensation plans as of October 31, [removed: 2024.][added: 2025.]
| Equity compensation plans approved by security holders (1)(2)(3) | | | [removed: 3,140,791] [added: 2,954,318] | | | | | | $ | 134 | | | | | [removed: 40,911,061] [added: 38,798,769] | | |
(1)The number of securities remaining available for future issuance in column (c) includes [removed: 23,775,073] [added: 23,234,771] 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.
The 2018 Plan has a term of ten [removed: years.][added: years from November 15, 2017.]
| Total | | | 2,954,318 | | | | | | $ | 134 | | | | | 38,798,769 | | |
On November 14, 2018 and March 20, 2019, the Board of Directors and the stockholders, respectively, approved the reservation of an additional 25 million shares of common stock under the 2018 Plan.
| Total | | | 3,140,791 | | | | | | $ | 134 | | | | | 40,911,061 | | |
Item 15. Exhibits and Financial Statement Schedules
36 rewritten, 14 added, 2 removed, 155 unchanged
See Index to Consolidated Financial Statements under Item 8 on Page [removed: [57](#i4d4f0e2e9da9448aa482d15bd0fda210_145)] [added: [61](#i015f5f8b40b544f7ae873b3c0e85d5f0_148)] of this report.
| Tax valuation allowance | | | | | | $ | [removed: 120] [added: 113] | | | | | $ | [removed: 7] [added: 8] | | | | | $ | [removed: (12)] [added: (2)] | | | | | $ | [removed: 115] [added: 119] | |
| 3.1 | | | | | | | | | [removed: [Second] [added: [Third] Amended and Restated Certificate of [removed: Incorporation.](https://www.sec.gov/Archives/edgar/data/1090872/000095017023008638/a-ex3_1.htm)] [added: Incorporation.](https://www.sec.gov/Archives/edgar/data/1090872/000095017025040344/a-ex3_1.htm)] | | | | | | 8-K | | | | | | [removed: 3/17/2023] [added: 3/17/2025] | | | | | | 3.1 | | | | | | | | |
| 3.2 | | | | | | | | | [removed: [Second A](https://www.sec.gov/Archives/edgar/data/1090872/000095017023023437/a-ex3_1.htm)[mended] [added: [Third Amended] and Restated [removed: Bylaws.](https://www.sec.gov/Archives/edgar/data/1090872/000095017023023437/a-ex3_1.htm)] [added: Bylaws.](https://www.sec.gov/Archives/edgar/data/1090872/000095017025075587/a-ex3_1.htm)] | | | | | | 8-K | | | | | | [removed: 5/22/2023] [added: 5/21/2025] | | | | | | [removed: 3.2] [added: 3.1] | | | | | | | | |
| 10.17 | | | | | | | | | [Form of Stock Award Agreement under the [removed: 2018 Plan] [added: 2018](https://www.sec.gov/Archives/edgar/data/1090872/000109087218000019/a-10312018xexx1017.htm) [Stock](https://www.sec.gov/Archives/edgar/data/1090872/000109087218000019/a-10312018xexx1017.htm) [Plan] for Standard Awards granted to Employees (for awards made after November 13, 2018). *](https://www.sec.gov/Archives/edgar/data/1090872/000109087218000019/a-10312018xexx1017.htm) | | | | | | 10-K | | | | | | 12/20/2018 | | | | | | 10.17 | | | | | | | | |
| [removed: 10.23] [added: 10.26] | | | | | | | | | [Agilent Technologies, Inc. Supplemental Benefit Retirement Plan (Amended and Restated Effective May 20, 2014).*](https://www.sec.gov/Archives/edgar/data/1090872/000109087217000018/a-10312017xexx1017.htm) | | | | | | 10-K | | | | | | 12/21/2017 | | | | | | 10.17 | | | | | | | | |
| [removed: 10.24] [added: 10.27] | | | | | | | | | [Agilent Technologies, Inc. Long-Term Performance Program (Amended and Restated through November 1, 2005).*](https://www.sec.gov/Archives/edgar/data/1090872/000110465906015339/a06-6411_1ex10d63.htm) | | | | | | 10-Q | | | | | | 3/9/2006 | | | | | | 10.63 | | | | | | | | |
| [removed: 10.25] [added: 10.28] | | | | | | | | | [Agilent Technologies, Inc. 2005 Deferred Compensation Plan for Non-Employee Directors (Amended and Restated Effective November 18, 2009).*](https://www.sec.gov/Archives/edgar/data/1090872/000104746909010861/a2195875zex-10_39.htm) | | | | | | 10-K | | | | | | 12/21/2009 | | | | | | 10.39 | | | | | | | | |
| [removed: 10.26] [added: 10.29] | | | | | | | | | [Agilent Technologies, Inc. 2005 Deferred Compensation Plan (Amended and Restated Effective May 20, 2014).*](https://www.sec.gov/Archives/edgar/data/1090872/000109087217000018/a-10312017xexx1020.htm) | | | | | | 10-K | | | | | | 12/21/2017 | | | | | | 10.20 | | | | | | | | |
| [removed: 10.27] [added: 10.30] | | | | | | | | | [Agilent Technologies, Inc. 2010 Performance‑Based Compensation Plan for Covered Employees. (as adopted on November 19. 2014](https://www.sec.gov/Archives/edgar/data/1090872/000120677415000411/agilent_def14a.htm#toc)) | | | | | | DEF14A | | | | | | 2/6/2015 | | | | | | Annex A | | | | | | | | |
| [removed: 10.28] [added: 10.31] | | | | | | | | | [Form of Amended and Restated Indemnification Agreement between Agilent Technologies, Inc. and Directors of the Company, Section 16 Officers and Board‑elected Officers of the Company.*](https://www.sec.gov/Archives/edgar/data/1090872/000110465908023695/a08-10409_1ex10d1.htm) | | | | | | 8-K | | | | | | 4/10/2008 | | | | | | 10.1 | | | | | | | | |
| [removed: 10.29] [added: 10.32] | | | | | | | | | [Form of Tier I Change of Control Severance Agreement between Agilent Technologies, Inc. and the Chief Executive Officer*](https://www.sec.gov/Archives/edgar/data/1090872/000109087214000045/a-10312014xexx1035.htm) | | | | | | 10-K | | | | | | 12/22/2014 | | | | | | 10.35 | | | | | | | | |
| [removed: 10.30] [added: 10.33] | | | | | | | | | [Form of Amended and Restated Change of Control Severance Agreement between Agilent Technologies, Inc. and Section 16 Officers (other than the Company's Chief Executive Officer).*](https://www.sec.gov/Archives/edgar/data/1090872/000110465908023695/a08-10409_1ex10d3.htm) | | | | | | 8-K | | | | | | 4/10/2008 | | | | | | 10.3 | | | | | | | | |
| [removed: 10.31] [added: 10.34] | | | | | | | | | [Form of Tier II Change of Control Severance Agreement between Agilent Technologies, Inc. and Section 16 Officers (other than the Company’s Chief Executive Officer)*](https://www.sec.gov/Archives/edgar/data/1090872/000109087214000045/a-10312014xexx1037.htm) | | | | | | 10-K | | | | | | 12/22/2014 | | | | | | 10.37 | | | | | | | | |
| [removed: 10.32] [added: 10.35] | | | | | | | | | [Form of New Executive Officer Change of Control Severance Agreement between Agilent Technologies, Inc. and specified executives of the Company (for executives hired, elected or promoted after July 14, 2009).*](https://www.sec.gov/Archives/edgar/data/1090872/000104746909010861/a2195875zex-10_50.htm) | | | | | | 10-K | | | | | | 12/21/2009 | | | | | | 10.5 | | | | | | | | |
| [removed: 10.33] [added: 10.36] | | | | | | | | | [Form of Tier III Change of Control Severance Agreement between Agilent Technologies, Inc. and specified executives of the Company*](https://www.sec.gov/Archives/edgar/data/1090872/000109087214000045/a-10312014xexx1039.htm) | | | | | | 10-K | | | | | | 12/22/2014 | | | | | | 10.39 | | | | | | | | |
| [removed: 10.34] [added: 10.37] | | | | | | | | | [Tax Matters Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc.](https://www.sec.gov/Archives/edgar/data/1090872/000110465914056956/a14-17959_1ex10d1.htm) | | | | | | 8-K | | | | | | 8/5/2014 | | | | | | 10.1 | | | | | | | | |
| [removed: 10.35] [added: 10.38] | | | | | | | | | [Employee Matters Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc.](https://www.sec.gov/Archives/edgar/data/1090872/000110465914056956/a14-17959_1ex10d2.htm) | | | | | | 8-K | | | | | | 8/5/2014 | | | | | | 10.2 | | | | | | | | |
| [removed: 10.36] [added: 10.39] | | | | | | | | | [Intellectual Property Matters Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc.](https://www.sec.gov/Archives/edgar/data/1090872/000110465914056956/a14-17959_1ex10d3.htm) | | | | | | 8-K | | | | | | 8/5/2014 | | | | | | 10.3 | | | | | | | | |
| [removed: 10.37] [added: 10.40] | | | | | | | | | [Trademark License Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc.](https://www.sec.gov/Archives/edgar/data/1090872/000110465914056956/a14-17959_1ex10d4.htm) | | | | | | 8-K | | | | | | 8/5/2014 | | | | | | 10.4 | | | | | | | | |
| [removed: 10.38] [added: 10.41] | | | | | | | | | [Real Estate Matters Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc.](https://www.sec.gov/Archives/edgar/data/1090872/000110465914056956/a14-17959_1ex10d5.htm) | | | | | | 8-K | | | | | | 8/5/2014 | | | | | | 10.5 | | | | | | | | |
| [removed: 10.39] [added: 10.42] | | | | | | | | | [Credit Agreement, dated June 7, 2023, by and among the Company, the Lenders party thereto and BNP Paribas, as Administrative Agent.](https://www.sec.gov/Archives/edgar/data/1090872/000119312523165893/d497165dex101.htm) | | | | | | 8-K | | | | | | 6/13/2023 | | | | | | 10.1 | | | | | | | | |
| [removed: 10.40] [added: 10.43] | | | | | | | | | [Incremental Assumption Agreement dated as of April 21, 2021, by and among the Company, the Lenders party thereto and BNP Paribas, as Administrative Agent](https://www.sec.gov/Archives/edgar/data/1090872/000156459021020108/a-ex101_6.htm) | | | | | | 8-K | | | | | | 4/22/2021 | | | | | | 10.1 | | | | | | | | |
| [removed: 10.41] [added: 10.44] | | | | | | | | | [Term Loan Agreement, dated as of April 15, 2022, among the Company, the lenders party thereto, Wells Fargo Bank, National Association, as administrative agent.](https://www.sec.gov/Archives/edgar/data/1090872/000119312522108213/d350394dex101.htm) | | | | | | 8-K | | | | | | 4/19/2022 | | | | | | 10.1 | | | | | | | | |
| [removed: 10.42] [added: 10.45] | | | | | | | | | [Letter of Terms and Conditions of U.S. Indefinite Relocation and U.S. Domestic Relocation Agreement, each by and among [removed: Michael R. McMullen] [added: Robert McMahon] and the [removed: Company*](https://www.sec.gov/Archives/edgar/data/1090872/000109087216000056/a-01312016xex101.htm)] [added: Company*](https://www.sec.gov/Archives/edgar/data/1090872/000109087218000019/a-10312018xexx1041.htm)] | | | | | | [removed: 10-Q] [added: 10-K] | | | | | | [removed: 3/8/2016] [added: 12/20/2018] | | | | | | [removed: 10.1] [added: 10.41] | | | | | | | | |
| [removed: 10.44] [added: 10.46] | | | | | | | | | [Letter of Terms and Conditions Localization Program by and among Padraig McDonnell and the Company*](https://www.sec.gov/Archives/edgar/data/1090872/000109087220000010/a-04302020xexx102.htm) | | | | | | 10-Q | | | | | | 6/1/2020 | | | | | | 10.2 | | | | | | | | |
| [removed: 10.45] [added: 10.48] | | | | | | | | | [Agilent Technologies, Inc. Excess Benefit Retirement Plan (Amended and Restated Effective May 20, 2014)*](https://www.sec.gov/Archives/edgar/data/1090872/000109087217000018/a-10312017xexx1040.htm) | | | | | | 10-K | | | | | | 12/21/2017 | | | | | | 10.4 | | | | | | | | |
| 19.1 | | | | | | | | | [Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/1090872/000109087224000049/a-10312024xexx191.htm) | | | | | | [added: 10-K] | | | | | | [added: 12/20/2024] | | | | | | [added: 19.1] | | | | | | [removed: X] | | |
| 21.1 | | | | | | | | | [Significant subsidiaries of Agilent Technologies, Inc. as of October 31, [removed: 202](https://www.sec.gov/Archives/edgar/data/1090872/000109087224000049/a-10312024xexx211.htm)[4](https://www.sec.gov/Archives/edgar/data/1090872/000109087224000049/a-10312024xexx211.htm)[.](https://www.sec.gov/Archives/edgar/data/1090872/000109087224000049/a-10312024xexx211.htm)] [added: 202](https://www.sec.gov/Archives/edgar/data/1090872/000109087225000087/a-10312025xexx211.htm)[5](https://www.sec.gov/Archives/edgar/data/1090872/000109087225000087/a-10312025xexx211.htm)[.](https://www.sec.gov/Archives/edgar/data/1090872/000109087225000087/a-10312025xexx211.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| 23.1 | | | | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/1090872/000109087224000049/a-10312024xexx231.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/1090872/000109087225000087/a-10312025xexx231.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| 24.1 | | | | | | | | | [Powers of Attorney. Contained in the signature page of this Annual Report on Form [removed: 10-K.](#i4d4f0e2e9da9448aa482d15bd0fda210_283)] [added: 10-K.](#i015f5f8b40b544f7ae873b3c0e85d5f0_289)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| 31.1 | | | | | | | | | [Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes‑Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1090872/000109087224000049/a-10312024xexx311.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1090872/000109087225000087/a-10312025xexx311.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| 31.2 | | | | | | | | | [Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes‑Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1090872/000109087224000049/a-10312024xexx312.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1090872/000109087225000087/a-10312025xexx312.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| 32.1 | | | | | | | | | [Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes‑Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1090872/000109087224000049/a-10312024xexx321.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1090872/000109087225000087/a-10312025xexx321.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| 32.2 | | | | | | | | | [Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes‑Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1090872/000109087224000049/a-10312024xexx322.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1090872/000109087225000087/a-10312025xexx322.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| 97.1 | | | | | | | | | [Agilent Technologies, Inc. Executive Compensation Clawback Policy](https://www.sec.gov/Archives/edgar/data/1090872/000109087224000049/a-10312024xexx971.htm) | | | | | | [added: 10-K] | | | | | | [added: 12/20/2024] | | | | | | [added: 97.1] | | | | | | [removed: X] | | |
| 2025 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 10.23 | | | | | | | | | [Form of Stock Award Agreement under the 2018 Stock Plan for Standard Awards granted to Employees (for awards made](https://www.sec.gov/Archives/edgar/data/1090872/000109087225000087/a-10312025xexx1023.htm) [on or](https://www.sec.gov/Archives/edgar/data/1090872/000109087225000087/a-10312025xexx1023.htm) [after November 18, 2025)*](https://www.sec.gov/Archives/edgar/data/1090872/000109087225000087/a-10312025xexx1023.htm) | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| 10.24 | | | | | | | | | [Form of Stock Award Agreement under the 2018 Stock Plan for Long-Term Performance Program Awards (for awards made](https://www.sec.gov/Archives/edgar/data/1090872/000109087225000087/a-10312025xexx1024.htm) [on or](https://www.sec.gov/Archives/edgar/data/1090872/000109087225000087/a-10312025xexx1024.htm) [after November 18, 2025)*](https://www.sec.gov/Archives/edgar/data/1090872/000109087225000087/a-10312025xexx1024.htm) | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| 10.25 | | | | | | | | | [Form of Stock Award Agreement under the 2018 Stock Plan for Retention Awards granted to Employees (for awards made on or after November 18, 2025)*](https://www.sec.gov/Archives/edgar/data/1090872/000109087225000087/a-10312025xexx1025.htm) | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| 10.47 | | | | | | | | | [Executive Retention Agreement by and between Robert McMahon and the Company*](https://www.sec.gov/Archives/edgar/data/1090872/000109087225000021/a-04302025xex101.htm) | | | | | | 8-K | | | | | | 6/2/2025 | | | | | | 10.2 | | | | | | | | |
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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | | | | | | | | | | | | Incorporation by Reference | | | | | | | | | | | | | | | | | | | | |
| Exhibit Number | | | | | | | | | Description | | | | | | Form | | | | | | Date | | | | | | Exhibit Number | | | | | | Filed Herewith | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 104 | | | | | | | | | Cover Page Interactive Data File | | | | | | | | | | | | | | | | | | | | | | | | X | | |
| 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 10.43 | | | | | | | | | [Letter of Terms and Conditions of U.S. Indefinite Relocation and U.S. Domestic Relocation Agreement, each by and among Robert McMahon and the Company*](https://www.sec.gov/Archives/edgar/data/1090872/000109087218000019/a-10312018xexx1041.htm) | | | | | | 10-K | | | | | | 12/20/2018 | | | | | | 10.41 | | | | | | | | |
Item 16. Form 10-K Summary
14 rewritten, 5 added, 3 removed, 38 unchanged
Date: December 19, [removed: 2024][added: 2025]
[removed: Diana Chiu, or either of them,] [added: KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Bret DiMarco,] his or her attorneys-in-fact, for such person in any and all capacities, to sign any amendments to this report and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that any of said attorneys-in-fact, or substitute or substitutes, may do or cause to be done by virtue hereof.
| /s/ PADRAIG MCDONNELL | | | | | | Director, President and Chief Executive Officer | | | | | | December 19, [removed: 2024] [added: 2025] | | |
| /s/ [removed: ROBERT W. MCMAHON] [added: ADAM S. ELINOFF] | | | | | | Senior Vice President and Chief Financial Officer | | | | | | December 19, [removed: 2024] [added: 2025] | | |
| [removed: Robert W. McMahon] [added: Adam S. Elinoff] | | | | | | (Principal Financial Officer) | | | | | | | | |
| /s/ RODNEY GONSALVES | | | | | | Vice President, Corporate Controllership | | | | | | December 19, [removed: 2024] [added: 2025] | | |
| /s/ KOH BOON HWEE | | | | | | Chairman of the Board of Directors | | | | | | December 19, [removed: 2024] [added: 2025] | | |
| /s/ MALA ANAND | | | | | | Director | | | | | | December 19, [removed: 2024] [added: 2025] | | |
| /s/ OTIS W. BRAWLEY, M.D. | | | | | | Director | | | | | | December 19, [removed: 2024] [added: 2025] | | |
| /s/ G. MIKAEL DOLSTEN, M.D., PH.D. | | | | | | Director | | | | | | December 19, [removed: 2024] [added: 2025] | | |
| /s/ DANIEL K. PODOLSKY, M.D. | | | | | | Director | | | | | | December 19, [removed: 2024] [added: 2025] | | |
| /s/ SUE H. RATAJ | | | | | | Director | | | | | | December 19, [removed: 2024] [added: 2025] | | |
| /s/ GEORGE A. SCANGOS, Ph.D. | | | | | | Director | | | | | | December 19, [removed: 2024] [added: 2025] | | |
| /s/ DOW R. WILSON | | | | | | Director | | | | | | December 19, [removed: 2024] [added: 2025] | | |
| /s/ JUDY GAWLIK BROWN | | | | | | Director | | | | | | December 19, 2025 | | |
| Judy Gawlik Brown | | | | | | | | | | | | | | |
| /s/ PASCAL SORIOT | | | | | | Director | | | | | | December 19, 2025 | | |
| Pascal Soriot | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | |
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Bret DiMarco and P.
| /s/ HEIDI KUNZ | | | | | | Director | | | | | | December 19, 2024 | | |
| Heidi Kunz | | | | | | | | | | | | | | |