What changed in this filing

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Item 1. Business

2021-12-17 compared with 2020-12-18 · 70 added, 31 removed, 426 unchanged (19% of the section changed)

8 unchanged sentences

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

We sell our products primarily through direct sales, but we also utilize distributors, resellers, manufacturer's representatives and electronic commerce.

We sell our products primarily through direct sales, but we also utilize distributors, resellers, manufacturers' representatives and electronic commerce.

As of October 31, 2021, we employed approximately 17,000 people worldwide.

Our primary research and development and manufacturing sites are in California, Colorado, Delaware, Massachusetts, Texas and Vermont in the U.S.

Our primary research and development and manufacturing sites are in California, Colorado, Delaware, Massachusetts, Texas, Vermont and Washington in the U.S.

and in Australia, China, Denmark, Germany, Italy, Japan, Malaysia, Singapore and the United Kingdom.

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

Fourth, we also collaborate with a number of major pharmaceutical companies to develop new potential pharmacodiagnostics, also known as companion diagnostics, which may be used to identify patients most likely to benefit from a specific targeted therapy.

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

Fifth, the reagent partnership business is a provider of reagents used for turbidimetry and flow cytometry.

52 unchanged sentences

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

These drugs have advanced from

single strand DNA molecules to complex, highly modified molecules including antisense, aptamers, double-stranded RNA, and RNA mixtures.

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

These advancements in the technology have greatly improved the efficacy of delivery and stability of the oligos in-vivo.

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Our principal competitors in the diagnostics and genomics arena include:

Roche Ventana Medical Systems, Inc., a member of the Roche Group, Leica Biosystems, Inc., a division of Danaher Corporation, Abbott Laboratories, Illumina, Inc.

and Affymetrix, Inc., a division of Thermo Fisher Scientific Inc.

Abbott Laboratories, Affymetrix, Inc., a division of Thermo Fisher Scientific Inc., Illumina, Inc., Leica Biosystems, Inc., a division of Danaher Corporation, Roche Ventana Medical Systems, Inc., a member of the Roche Group and Twist Bioscience Corporation.

Agilent competes on the basis of product performance, reliability, support quality, applications expertise, whole solution offering, global channel coverage and price.

57 unchanged sentences

A significant number of our Agilent CrossLab customers are also customers of our life sciences and applied markets business.

The service and consumables business is mostly recurring in nature and is not as susceptible to market seasonality and industry cycles in comparison to our instrument businesses.

The service and consumables business is mostly recurring in nature and is less susceptible to market seasonality and industry cycles in comparison to our instrument businesses.

The vendor neutral portion of the portfolio allows the business to perform relatively independent from our instrument business.

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We believe we are substantially in compliance with such environmental, product content/disposal and recycling laws.

We maintain a comprehensive Environmental Site Liability insurance policy which may cover certain clean-up costs or legal claims related to environmental contamination.

We also maintain a comprehensive Environmental Site Liability insurance policy which may cover certain clean-up costs or legal claims related to environmental contamination.

This policy covers specified active, inactive and divested locations.

Climate change may impact our business by increasing operating costs due to impairments of our facilities and distribution systems, disruptions to our manufacturing processes and additional regulatory requirements.

Although we address these potential risks in our business continuity planning, such events could make it difficult for us to deliver products and services to our customers and cause us to incur substantial expense.

In addition to monitoring and managing compliance with environmental regulations, we are also committed to sustainability and environmental protection.

In 2021, we announced our commitment to achieve net-zero greenhouse gas emissions no later than 2050.

For more information on our approach to sustainability management, refer to our annual Corporate Social Responsibility report, which is available on our website.

Regulatory Affairs

A number of our products and services are subject to regulation by the FDA and certain similar foreign regulatory agencies.

A number of our products and services are subject to regulation by the FDA, the U.S.

Department of Health and Human Services, the Centers for Medicare and Medicaid Services 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 labeling, manufacturing, promotion, sales and distribution.

1 unchanged sentence

adverse publicity;

investigations or notices of non-compliance, fines, injunctions, and civil penalties;

investigations or notices of non-compliance, fines, injunctions, and civil or criminal penalties;

import or export restrictions;

partial suspensions or total shutdown of production facilities or the imposition of operating restrictions;

suspension or revocation of our license to operate;

increased difficulty in obtaining required FDA clearances or approvals or foreign equivalents;

2 unchanged sentences

In Europe, the European Union is going to enforce new requirements, known as the EU In Vitro Diagnostic Regulation (the “EU IVDR”), which imposes stricter requirements for the marketing and sale of in vitro diagnostics in the European Union.

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

We will have until May 2022 to meet the new EU IVDR requirements.

regulations are more stringent in a variety of areas, including clinical requirements, quality systems and post-market surveillance activities.

The new EU IVDR requirements become effective in May 2022.

We are subject to laws and regulations governing government contracts, and failure to address these laws and regulations or comply with government contracts could harm our business by leading to a reduction in revenue associated with these customers.

2 unchanged sentences

A failure to comply with these regulations could result in suspension of these contracts, criminal, civil and administrative penalties or debarment.

We are also subject to various significant international, federal, state and local regulations in the areas of health and safety, packaging, product content, employment, labor and immigration, import/export controls, trade restrictions and anti-

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

In addition, as a global organization, we are subject to data privacy and security laws, regulations, and customer-imposed controls in numerous jurisdictions as a result of having access to and processing confidential, personal, sensitive and/or patient health data in the course of our business.

The EU's General Data Protection Regulation ("GDPR"), which became effective in May 2018, applies to all of our activities related to products and services that we offer to EU customers and workers.

The GDPR established new requirements regarding the handling of personal data and includes significant penalties for non-compliance (including possible fines of up to 4 percent of total company revenue).

Other governmental authorities around the world have passed or are considering similar types of legislative and regulatory proposals concerning data protection.

Global privacy laws, including the EU's General Data Protection Regulation ("GDPR”), Brazil’s Lei Geral de Protecao de Dados , and the California Consumer Privacy Act, 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.

The global proliferation of privacy laws, with governmental authorities around the world passing or considering passing legislative and regulatory proposals concerning privacy and data protection, continues to result in new requirements regarding the handling of personal data, with many such laws imposing significant penalties for non-compliance (including possible fines of up to four percent of total company revenue under the GDPR).

Each of these privacy, security and data protection laws and regulations could impose significant limitations and increase our cost of providing our products and services where we process end user personal data and could harm our results of operations and expose us to significant fines, penalties and other damages.

2 unchanged sentences

Human Capital Management

As of October 31, 2020, we employed approximately 16,400 persons, of whom approximately 5,600 were employed in the United States and approximately 10,800 were employed outside of the United States.

As of October 31, 2021, we employed approximately 17,000 persons, of whom approximately 6,400 were based in the Americas, 4,200 in Europe and 6,400 in Asia Pacific.

We also leverage temporary workers to provide flexibility for our business and manufacturing needs.

We believe that our future success largely depends upon our continued ability to attract and retain highly skilled employees.

We provide our employees with competitive salaries and bonuses, opportunities for equity ownership, development programs that enable continued learning and growth and a robust employment package that promotes well-being across all aspects of their lives, including health care, retirement planning and paid time off.

As part of our promotion and retention efforts, we also invest in ongoing leadership development through programs such as our Emerging Leader Program, our Managing at Agilent programs and our experienced managers’ Accelerate program.

In addition, we regularly conduct an employee survey to gauge employee engagement and identify areas of focus.

Agilent instruments, software, services, solutions and people provide trusted answers to customers’ most challenging questions.

Whether we are working with our customers to keep food supplies safe, improve the quality of air, water and soil, or fight cancer with more precise diagnoses and targeted treatments, Agilent employees share a passion and commitment to advancing the quality of life.

We believe that our future success largely depends upon our continued ability to attract and retain highly skilled employees in order to fulfil that commitment.

Agilent engages with our employees through consultation, surveys, ad-hoc feedback and reviews.

Our executive officers hold all-managers meetings on a quarterly basis to provide business updates and answer questions.

We conduct an annual leadership survey that allows employees to provide feedback on leadership effectiveness, culture and job satisfaction.

We have an open-door policy where employees are encouraged and empowered to bring issues to management’s attention.

Employees have regular performance reviews with immediate supervisors.

Employee sessions are held regularly to share business and market updates and answer employee questions.

Diversity and Inclusion.

As a global company, much of our success is rooted in the diversity of our teams and our commitment to inclusion.

We value diversity at all levels and continue to focus on extending our diversity and inclusion initiatives across our entire workforce, from working with managers to develop strategies for building diverse teams to promoting the advancement of leaders from different backgrounds.

We value diversity at all levels and continue to focus on extending our diversity and inclusion initiatives across our entire workforce, from providing managers transparency of their workforce pay equity to working with managers to develop strategies for building diverse teams to promoting the advancement of leaders from different backgrounds.

Agilent is committed to creating a diverse work environment and is proud to be an equal opportunity employer.

We believe in an inclusive workforce, where employees from a number of cultures and countries are engaged and encouraged to leverage their collective talents.

As of October 31, 2021, approximately 39 percent of our full-time employees were female.

Approximately 42

percent of our board is comprised of directors representing underrepresented groups as of the date of this report.

We also have employee-network groups aimed at promoting engagement of women and Black employees.

To further our commitment to global diversity and inclusion efforts, in 2020 we hired an associate vice president of diversity and inclusion and launched a number of company-wide initiatives.

Our benefits are offered to eligible employees and comply with local legal requirements.

We have a number of programs and policies designed to help employees in our diverse workforce manage their work and personal lives while meeting company objectives for business success, including flexible work arrangements, health and welfare benefits, employee and family assistance plans and parental leave.

Development .

As part of our promotion and retention efforts, we also invest in ongoing leadership development for current and rising managers.

Training at Agilent takes several forms:

face-to-face classroom experiences, on-the-job learning, virtual classroom events and self-paced e-learning.

We are committed to providing an environment in which employees can expand their knowledge, develop new skills, and contribute their best work.

Our culture of continuous development instills in our employees the behaviors that bring our values to life every day.

We encourage our people to stay up-to-date on current research and technology while enhancing their current skills and growing new skills to meet future needs;

we also put special emphasis on training managers at all levels to effectively communicate, role model and reinforce our values and culture.

Health and Safety.

The health and safety of our employees is a top priority for us.

Our environmental, health and safety management system provides a framework for assessing and managing risks relating to health and safety.

We regularly evaluate and review with senior management the performance of our programs and processes.

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

In the U.S., we enacted safety measures, including social distancing protocols, encouraging employees to work from home when possible, suspending non-essential work travel, implementing various access controls at our facilities, frequently disinfecting our workspaces and providing appropriate personal protective equipment to employees who are physically present at our facilities.

As COVID-19 conditions improved, we began implementing a phased reopening process, required our U.S.

employees to be fully vaccinated pursuant to federal, state and local guidelines and continued to prioritize health and safety.

We expect to continue to implement appropriate safety measures until the COVID-19 pandemic is contained, and we may take further actions as government authorities require or recommend or as we determine to be in the best interests of our employees, customers, partners and suppliers.

Each year Agilent employees throughout the world devote thousands of volunteer hours to community service activities.

Our employees may take up to six days of paid time off each year for volunteer activities with charities and organizations.

We also support a giving program, which provides employees the opportunity to support a broad range of eligible non-profit organizations in their communities in the areas of health and human services, arts and culture, education and literacy, environment and conservation, and family and civic betterment.

Information about our Executive Officers

17 unchanged sentences

Grau served as Vice President, Worldwide Human Resources.

Prior to that, he served as Vice President,

Compensation, Benefits and HR Services from May 2006 to May 2012.

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

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

Padraig McDonnell , 49, has served as our Senior Vice President, Agilent and President, Agilent CrossLab Group since May 2020.

From November 2016 to April 2020, Mr.

McDonnell served as our Vice President and General Manager of the Chemistries and Supplies Division.

Padraig McDonnell , 50, has served as our Chief Commercial Officer and President, Agilent CrossLab Group since November 2021.

From May 2020 to November 2021, he served as Senior Vice President, Agilent and President, Agilent CrossLab Group.

From November 2016 to April 2020, he served as our Vice President and General Manager of the Chemistries and Supplies Division.

Prior to that, he served as our Vice President and General Manager of EMEAI Laboratory Solutions Sales.

37 unchanged sentences

The address is www.investor.agilent.com.

We make available, free of charge, copies of our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after filing such material electronically or otherwise furnishing it to the SEC.

Standards of Business Conduct (including code of ethics provisions that apply to our principal executive officer, principal financial officer, principal accounting officer and senior financial officers) are available on our website at www.investor.agilent.com under “Corporate Governance”.

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

Our Amended and Restated Bylaws, Corporate Governance Standards, the charters of our Audit and Finance Committee, our Compensation Committee, our Executive Committee and our Nominating/Corporate Governance Committee, as well as our Standards of Business Conduct (including code of ethics provisions that apply to our principal executive officer, principal financial officer, principal accounting officer and senior financial officers) are available on our website at www.investor.agilent.com under “Corporate Governance”.

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

1 unchanged sentence

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.

What changed 10-K

Item 1. Business