7 unchanged sentences
As a result of that assessment, management concluded that our internal control over financial reporting was effective as of October 31, 2020 based on criteria in Internal Control - Integrated Framework (2013) issued by the COSO.
−Removed: 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.
−Removed: The company completed the acquisitions of Lionheart Technologies LLC ("BioTek") on August 23, 2019 and ACEA Biosciences ("ACEA") on November 14, 2018.
−Removed: Management excluded both BioTek and ACEA from its assessment of the effectiveness of the company’s internal control over financial reporting as of October 31, 2019.
−Removed: BioTek and ACEA combined constituted approximately 2 percent of total assets and less than 2 percent of total revenue as of and for the year ended October 31, 2019.
The effectiveness of our internal control over financial reporting as of October 31, 2020 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.
6 unchanged sentences
That portion of the Proxy Statement is incorporated by reference into this report.
−Removed: Information regarding our executive officers appears in Item 1 of this report under “Executive Officers of the Registrant.” Information regarding our Audit and Finance Committee and our Audit and Finance
−Removed: Committee's financial expert appears under “Audit and Finance Committee Report” and “Corporate Governance” in our Proxy Statement.
+Added: Information regarding our executive officers appears in Item 1 of this report under “Executive Officers of the Registrant.” Information regarding our Audit and Finance Committee and our Audit and Finance Committee's financial expert appears under “Audit and Finance Committee Report” and “Corporate Governance” in our Proxy Statement.
That portion of the Proxy Statement is incorporated by reference into this report.
−Removed: Other than an amendment and restatement of our bylaws to implement “proxy access” starting in our 2021 annual meeting, which was previously disclosed in our Current Report on Form 8-K filed on September 18, 2019, there were no material changes to the procedures by which security holders may recommend nominees to our Board of Directors.
+Added: There were no material changes to the procedures by which security holders may recommend nominees to our Board of Directors in fiscal year 2020.
Information regarding our code of ethics (the company's Standards of Business Conduct) applicable to our principal executive officer, our principal financial officer, our controller and other senior financial officers appears in Item 1 of this report under “Investor Information.” We will post amendments to or waivers from a provision of the Standards of Business Conduct with respect to those persons on our website at www.investor.agilent.com.
12 unchanged sentences
All outstanding awards relate to our common stock.
−Removed: Plan Category
−Removed: Number of Securities
+Added: Plan Category Number of Securities
to be Issued upon
Outstanding Options,
−Removed: Warrants and Rights
−Removed: Weighted-average
+Added: Warrants and Rights Weighted-average
Exercise Price of
−Removed: Number of Securities
+Added: Rights Number of Securities
Remaining Available for
4 unchanged sentences
Equity compensation plans approved by security holders (1)(2)(3)
+Added: 3,687,752 $ 37 51,367,003
Equity compensation plans not approved by security holders
+Added: Total 3,687,752 $ 37 51,367,003
(1) The number of securities remaining available for future issuance in column (c) includes 25,770,573 shares of common stock authorized and available for issuance under our current Employee Stock Purchase Plan ("ESPP").
5 unchanged sentences
The 2018 Plan provides for awards of stock-based incentive compensation to our employees (including officers), directors and consultants.
−Removed: The 2018 Plan provides for the grant of awards in the form of stock options, stock appreciation rights, restricted stock, restricted stock
−Removed: units, performance shares and performance units with performance-based conditions to vesting or exercisability, and cash awards.
+Added: The 2018 Plan provides for the grant of awards in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and performance units with performance-based conditions to vesting or exercisability, and cash awards.
The 2018 Plan has a term of ten years.
6 unchanged sentences
Principal Accounting Fees and Services
−Removed: Information about principal accountant fees and services as well as related pre-approval policies appears under "Fees Paid to PricewaterhouseCoopers LLP" and "Policy on Preapproval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm" in the Proxy Statement.
+Added: Information about principal accountant fees and services as well as related pre-approval policies appear under "Fees Paid to PricewaterhouseCoopers LLP" and "Policy on Preapproval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm" in the Proxy Statement.
Those portions of the Proxy Statement are incorporated by reference into this report.
−Removed: Exhibits, Financial Statement Schedules
−Removed: The following documents are filed as part of this report:
+Added: Exhibits and Financial Statement Schedules
+Added: (a) The following documents are filed as part of this report:
Financial Statements.
4 unchanged sentences
VALUATION AND QUALIFYING ACCOUNTS
−Removed: Additions Charged to
−Removed: Other Accounts*
−Removed: Deductions Credited to Expenses or Other Accounts**
+Added: Column A Column B Column C Column D Column E
+Added: Description Balance at
+Added: of Period Additions Charged to
+Added: Other Accounts* Deductions Credited to Expenses or Other Accounts** Balance at
(in millions)
6 unchanged sentences
Incorporation by Reference
+Added: Number Description Form Date Exhibit
2.1 Separation and Distribution Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc.
2 unchanged sentences
they will be supplementally provided to the SEC upon request)
+Added: 8-K 8/5/2014 2.1
3.1 Amended and Restated Certificate of Incorporation.
+Added: S-1 8/16/1999 3.1
3.2 Amended and Restated Bylaws.
+Added: 10-K 12/19/2019 3.2
4.1 Registration Rights Agreement between Agilent Technologies, Inc.
3 unchanged sentences
dated November 27, 2001.
+Added: 8-K 11/27/2001 99.3
4.2 Indenture, dated October 24, 2007, between Agilent Technologies, Inc.
and the trustee for the debt securities.
+Added: S-3ASR 10/24/2007 4.01
4.3 Sixth Supplemental Indenture, dated as of September 13, 2012, between the Company and U.S.
Bank National Association
+Added: 8-K 9/13/2012 4.01
4.4 Seventh Supplemental Indenture, dated as of June 21, 2013, between the Company and U.S.
Bank National Association and Form of Global Note for the Company’s 3.875% Senior Notes due 2023.
+Added: 8-K 6/21/2013 4.01
4.5 Eighth Supplemental Indenture, dated as of September 22, 2016, between the Company and U.S.
Bank National Association and Form of Global Note for the Company’s 3.050% Senior Note due 2026
+Added: 8-K 9/22/2016 4.01
4.6 Indenture, dated as of September 16, 2019, between the Company and U.S.
Bank National Association
+Added: 8-K 9/16/2019 4.1
4.7 First Supplemental Indenture, dated as of September 16, 2019, between the Company and U.S.
Bank National Association and Form of 2.750% Senior Note due 2029
+Added: 8-K 9/16/2019 4.2
+Added: 4.8 Second Supplemental Indenture, dated as of June 4, 2020, between the Company and U.S.
+Added: Bank National Association and Form of 2.100% Senior Note due 2030
+Added: 8-K 6/4/2020 4.1
4.9 Description of Securities
+Added: 10-K 12/19/2019 4.8
10.1 Agilent Technologies, Inc.
1999 Stock Plan (Amendment and Restatement Effective November 14, 2006).*
+Added: 10-K 12/22/2006 10.8
10.2 Form of Award Agreement (U.S.) for grants under the Agilent Technologies, Inc.
1999 Stock Plan.*
+Added: 8-K 11/12/2004 10.1
10.3 Form of Award Agreement (Non-U.S.) for grants under the Agilent Technologies, Inc.
1999 Stock Plan.*
+Added: 8-K 11/12/2004 10.2
10.4 Agilent Technologies, Inc.
−Removed: Employee Stock Purchase Plan (Amended and Restated, effective November 1, 2008).*
+Added: 2020 Employee Stock Purchase Plan effective May 1, 20 20 ).*
+Added: 10-Q 6/1/2020 10.1
10.5 Agilent Technologies, Inc.
2009 Stock Plan.*
+Added: DEF14A 1/27/2009 Appendix A
10.6 Form of Stock Option Award Agreement under the 2009 Stock Plan for U.S.
Employees (for awards made after October 31, 2010).*
+Added: 10‑K 12/20/2010 10.17
Incorporation by Reference
+Added: Number Description Form Date Exhibit
10.7 Form of Stock Option Award Agreement under the 2009 Stock Plan for U.S.
+Added: 10-K 12/21/2009 10.31
10.8 Form of Stock Option Award Agreement under the 2009 Stock Plan for non-U.S.
Employees (for awards made after October 31, 2010).*
+Added: 10‑K 12/20/2010 10.19
10.9 Form of Stock Option Award Agreement under the 2009 Stock Plan for non-U.S.
+Added: 10-K 12/21/2009 10.32
10.10 Form of Stock Award Agreement for Standard Awards granted to Employees (for awards made after October 31, 2010).*
+Added: 10‑K 12/20/2010 10.21
10.11 Form of Stock Award Agreement under the 2009 Stock Plan for Standard Awards granted to Employees (for awards made after November 17, 2015).*
+Added: 10-K 12/21/2015 10.26
10.12 Form of Stock Award Agreement under the 2009 Stock Plan for Long-Term Performance Program Awards (for awards made after November 17, 2015).
+Added: 10-K 12/21/2015 10.28
10.13 Form of Stock Award Agreement under the 2009 Stock Plan for New Executives (for awards made after November 17, 2015).
+Added: 10-K 12/21/2015 10.29
10.14 Agilent Technologies, Inc.
2018 Stock Plan.*
+Added: DEF14A 2/7/2019 Appendix B
10.15 Form of Stock Award Agreement under the 2018 Stock Plan for Standard Awards granted to Employees.
+Added: 10-Q 5/31/2018 10.1
10.16 Form of Stock Award Agreement under the 2018 Stock Plan for Long-Term Performance Program Awards.
+Added: 10-Q 5/31/2018 10.2
10.17 Form of Stock Award Agreement under the 2018 Plan for Standard Awards granted to Employees (for awards made after November 13, 2018).
+Added: 10-K 12/20/2018 10.17
10.18 Form of Stock Award Agreement under the 2018 Stock Plan for Long-Term Performance Program Awards (for awards made after November 13, 2018).
+Added: 10-K 12/20/2018 10.18
10.19 Agilent Technologies, Inc.
Supplemental Benefit Retirement Plan (Amended and Restated Effective May 20, 2014).*
+Added: 10-K 12/21/2017 10.17
10.20 Agilent Technologies, Inc.
Long-Term Performance Program (Amended and Restated through November 1, 2005).*
+Added: 10-Q 3/9/2006 10.63
10.21 Agilent Technologies, Inc.
2005 Deferred Compensation Plan for Non-Employee Directors (Amended and Restated Effective November 18, 2009).*
+Added: 10-K 12/21/2009 10.39
10.22 Agilent Technologies, Inc.
2005 Deferred Compensation Plan (Amended and Restated Effective May 20, 2014).*
+Added: 10-K 12/21/2017 10.20
10.23 Agilent Technologies, Inc.
1 unchanged sentence
(as adopted on November 19.
+Added: DEF14A 2/6/2015 Annex A
10.24 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.*
+Added: 8-K 4/10/2008 10.1
Incorporation by Reference
+Added: Number Description Form Date Exhibit
10.25 Form of Tier I Change of Control Severance Agreement between Agilent Technologies, Inc.
and the Chief Executive Officer*
+Added: 10-K 12/22/2014 10.35
10.26 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).*
+Added: 8-K 4/10/2008 10.3
10.27 Form of Tier II Change of Control Severance Agreement between Agilent Technologies, Inc.
−Removed: and Section 16 Officers (other than the Company’s Chief Executive Offier)*
+Added: and Section 16 Officers (other than the Company’s Chief Executive Offi c er)*
+Added: 10-K 12/22/2014 10.37
10.28 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).*
+Added: 10-K 12/21/2009 10.5
10.29 Form of Tier III Change of Control Severance Agreement between Agilent Technologies, Inc.
and specified executives of the Company*
+Added: 10-K 12/22/2014 10.39
10.30 Tax Matters Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc.
and Keysight Technologies, Inc.
+Added: 8-K 8/5/2014 10.1
10.31 Employee Matters Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc.
and Keysight Technologies, Inc.
+Added: 8-K 8/5/2014 10.2
10.32 Intellectual Property Matters Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc.
and Keysight Technologies, Inc.
+Added: 8-K 8/5/2014 10.3
10.33 Trademark License Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc.
and Keysight Technologies, Inc.
+Added: 8-K 8/5/2014 10.4
10.34 Real Estate Matters Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc.
and Keysight Technologies, Inc.
+Added: 8-K 8/5/2014 10.5
10.35 Credit Agreement, dated March 13, 2019, by and among the Company, the Lenders party thereto and BNP Paribas, as Administrative Agent.
+Added: 8-K 3/13/2019 10.1
10.36 Amendment No.
1 to Credit Agreement, dated August 7, 2019, by and among the Company, the Lenders party thereto and BNP Paribas, as Administrative Agent
+Added: 8-K 8/8/2019 10.1
10.37 Amendment No.
2 to Credit Agreement, dated October 21, 2019, by and among the Company, the Lenders party thereto and BNP Paribas, as Administrative Agent
+Added: 8-K 10/22/2019 10.1
+Added: 10.38 Amendment No.
+Added: 3 to Credit Agreement, dated April 17, 2020, by and among the Company, the Lenders party thereto and BNP Paribas, as Administrative Agent
+Added: 8-K 4/20/2020 10.1
10.39 Letter of Terms and Conditions International Long Term Assignment, by and among Jacob Thaysen and the Company*
+Added: 10-K 12/22/2014 10.62
10.40 Letter of Terms and Conditions Localization Program by and among Jacob Thaysen and the Company *
+Added: 10-K 12/21/2015 10.70
+Added: Incorporation by Reference
+Added: Number Description Form Date Exhibit
10.41 Letter of Terms and Conditions of U.S.
2 unchanged sentences
McMullen and the Company*
−Removed: Incorporation by Reference
+Added: 10-Q 3/8/2016 10.1
10.42 Letter of Terms and Conditions of U.S.
1 unchanged sentence
Domestic Relocation Agreement, each by and among Robert McMahon and the Company*
+Added: 10-K 12/20/2018 10.41
+Added: 10.43 Letter of Terms and Conditions Localization Program by and among Padraig McDonnell and the Company*
+Added: 10-Q 6/1/2020 10.2
10.44 Agilent Technologies, Inc.
Excess Benefit Retirement Plan (Amended and Restated Effective May 20, 2014)*
+Added: 10-K 12/21/2017 10.40
21.1 Significant subsidiaries of Agilent Technologies, Inc.
7 unchanged sentences
32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002.
−Removed: XBRL Instance Document.- the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
−Removed: XBRL Taxonomy Extension Schema Document.
−Removed: XBRL Taxonomy Extension Calculation Linkbase Document.
−Removed: XBRL Taxonomy Extension Label Linkbase Document.
−Removed: XBRL Taxonomy Extension Presentation Linkbase Document.
−Removed: XBRL Taxonomy Extension Definition Linkbase Document.
+Added: 101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
+Added: 101.SCH XBRL Taxonomy Extension Schema Document.
+Added: 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.
+Added: 101.LAB XBRL Taxonomy Extension Label Linkbase Document.
+Added: 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.
+Added: 101.DEF XBRL Taxonomy Extension Definition Linkbase Document.
* Indicates management contract or compensatory plan, contract or arrangement.
1 unchanged sentence
AGILENT TECHNOLOGIES, INC.
−Removed: /s/ MICHAEL TANG
+Added: BY /s/ MICHAEL TANG
Senior Vice President,
5 unchanged sentences
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
+Added: Signature Title Date
/s/ MICHAEL R.
−Removed: Director, President and Chief Executive Officer
−Removed: December 19, 2019
−Removed: (Principal Executive Officer)
+Added: MCMULLEN Director, President and Chief Executive Officer December 17, 2020
+Added: McMullen (Principal Executive Officer)
/s/ ROBERT W.
−Removed: Senior Vice President and Chief Financial Officer
−Removed: December 19, 2019
−Removed: (Principal Financial Officer)
−Removed: /s/ RODNEY GONSALVES
−Removed: Vice President, Corporate Controllership
−Removed: December 19, 2019
−Removed: Rodney Gonsalves
−Removed: (Principal Accounting Officer)
−Removed: /s/ KOH BOON HWEE
−Removed: Chairman of the Board of Directors
−Removed: December 19, 2019
+Added: MCMAHON Senior Vice President and Chief Financial Officer December 17, 2020
+Added: McMahon (Principal Financial Officer)
+Added: /s/ RODNEY GONSALVES Vice President, Corporate Controllership December 17, 2020
+Added: Rodney Gonsalves (Principal Accounting Officer)
+Added: /s/ KOH BOON HWEE Chairman of the Board of Directors December 17, 2020
Koh Boon Hwee
−Removed: /s/ MALA ANAD
−Removed: December 19, 2019
−Removed: December 19, 2019
−Removed: December 19, 2019
−Removed: /s/ HEIDI KUNZ
−Removed: December 19, 2019
+Added: /s/ MALA ANAND Director December 17, 2020
+Added: BISHOP Director December 17, 2020
+Added: CLARK Director December 17, 2020
+Added: /s/ HEIDI KUNZ Director December 17, 2020
/s/ DANIEL K.
PODOLSKY, M.D.
−Removed: December 19, 2019
+Added: Director December 17, 2020
Podolsky, M.D.
−Removed: December 19, 2019
+Added: RATAJ Director December 17, 2020
/s/ GEORGE A.
SCANGOS, Ph.D.
−Removed: December 19, 2019
+Added: Director December 17, 2020
Scangos, Ph.D.
−Removed: December 19, 2019
+Added: WILSON Director December 17, 2020
/s/ TADATAKA YAMADA, M.D.
−Removed: December 19, 2019
+Added: Director December 17, 2020
Tadataka Yamada, M.D.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.