What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2024-12-20 compared with 2023-12-20 · 385 added, 247 removed, 1821 unchanged (26% of the section changed)

30 unchanged sentences

We believe that our audits provide a reasonable basis for our opinions.

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.

Definition and Limitations of Internal Control over Financial Reporting

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A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

(ii) provide reasonable assurance that transactions are recorded as necessary to permit

preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Valuation of Inventory – Estimate of Excess and Obsolete Inventory

As described in Notes 1 and 7 to the consolidated financial statements, inventory is valued at standard cost, which approximates actual cost computed on a first-in, first-out basis, not in excess of market value.

As of October 31, 2023, the Company’s inventory balance was $1,031 million and inventory-related excess and obsolescence charges were $40 million for the year ended October 31, 2023.

Management assesses the valuation of inventory on a periodic basis and makes adjustments to the value for estimated excess and obsolete inventory based on estimates and assumptions about future demand, economic conditions and actual usage, which require management judgment.

Management’s excess inventory review process includes analysis of inventory levels, sales trends and forecasts, managing product rollovers and working with manufacturing to maximize recovery of excess inventory and to estimate and record reserves for excess, slow-moving and obsolete inventory.

The principal considerations for our determination that performing procedures relating to the valuation of inventory – estimate of excess and obsolete inventory is a critical audit matter are (i) the significant judgment by management when developing the estimate of excess and obsolete inventory and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumption related to future demand.

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.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to management’s analysis of the estimated excess and obsolete inventory, including controls over the significant assumption related to future demand and the data utilized.

These procedures also included, among others (i) testing management’s process for developing the estimate of excess and obsolete inventory;

(ii) evaluating the appropriateness of management’s estimation methodology;

(iii) testing the completeness and accuracy of underlying data used in developing the estimate of excess and obsolete inventory;

(iv) testing, on a sample basis, the accuracy of the inventory-related excess and obsolescence charges by recalculating the reserve;

and (v) evaluating the reasonableness of management’s significant assumption related to future demand.

Evaluating management’s assumption related to future demand involved evaluating whether the assumption used by management was reasonable considering (i) current and past results, including recent sales;

(ii) a comparison of the prior year estimates to actual results in the current year;

and (iii) whether the assumption was consistent with evidence obtained in other areas of the audit.

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.

/s/ PricewaterhouseCoopers LLP

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Unrealized gain (loss) on derivative instruments, net of tax expense (benefit) of $( 2 ), $( 1 ) and $ 13

( 7 ) ( 3 ) 43

Amounts reclassified into earnings related to derivative instruments, net of tax expense (benefit) of $( 1 ), $ 0 and $( 8 )

( 1 ) — ( 26 )

Foreign currency translation, net of tax expense (benefit) of $ 3 , $( 1 ) and $( 12 )

( 22 ) 34 ( 150 )

Net defined benefit pension cost and post retirement plan costs:

Change in actuarial net gain (loss), net of tax expense (benefit) of $ 0 , $( 5 ) and $ 9

( 10 ) 69 218

Change in net prior service benefit, net of tax expense (benefit) of $ 0 , $ 0 and $ 0

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Total liabilities 5,948 4,918

Commitments and contingencies (Notes 12 and 17)

Commitments and contingencies (Note 18)

Total equity:

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Share-based compensation 129 111 125

Deferred taxes ( 56 ) 8 14

Deferred taxes expense (benefit) ( 64 ) ( 56 ) 8

Excess and obsolete inventory related charges 45 40 24

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Net gain on divestiture of business — ( 43 ) —

Other non-cash expense, net 6 11 3

Other non-cash (income) expense, net ( 1 ) 6 11

Changes in assets and liabilities:

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Cash flows from investing activities:

Proceeds from the sale of property, plant and equipment — — 1

Payments to acquire property, plant and equipment ( 378 ) ( 298 ) ( 291 )

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Payments for repurchase of common stock ( 1,150 ) ( 575 ) ( 1,139 )

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

Payment of dividends ( 274 ) ( 265 ) ( 250 )

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Net change in property, plant and equipment included in accounts payable and accrued liabilities-increase (decrease) $ 9 $ 4 $ 26

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

The accompanying notes are an integral part of these consolidated financial statements.

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Capital Retained

(Accumulated Deficit) Total Stockholders' Equity

Earnings Total Stockholders' Equity

(in millions, except number of shares in thousands)

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Net income — — — 1,254 — 1,254

Other comprehensive income

— — — — 240 240

Other comprehensive income (loss) — — — — ( 65 ) ( 65 )

Total comprehensive income 1,189

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Net income — — — 1,240 — 1,240

Other comprehensive loss

— — — — ( 65 ) ( 65 )

Other comprehensive income (loss) — — — — 20 20

Total comprehensive income 1,260

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1,473 — 13 — — 13

Repurchase of common stock ( 8,368 ) — ( 111 ) ( 1,028 ) — ( 1,139 )

Repurchase of common stock, including excise taxes ( 4,609 ) — ( 62 ) ( 517 ) — ( 579 )

Share-based compensation — — 111 — — 111

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Net income — — — 1,289 — 1,289

Other comprehensive income

— — — — 20 20

Other comprehensive income (loss) — — — — 22 22

Total comprehensive income 1,311

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("we", "Agilent" or the "company"), incorporated in Delaware in May 1999, is a global leader in life sciences, diagnostics and applied chemical markets, providing application focused solutions that include instruments, software, services and consumables for the entire laboratory workflow.

New Segment Structure.

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

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

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

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

There was no change to our Agilent CrossLab business segment.

Acquisition of BIOVECTRA .

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

The acquisition expands our contract development and manufacturing organization.

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

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

Announced Exit and Subsequent Divestiture of Resolution Bioscience Business .

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Those policies are revenue recognition, valuation of goodwill and purchased intangible assets, inventory valuation, retirement and post-retirement plan assumptions, restructuring and accounting for income taxes.

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Restructuring.

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See also Note 4, "Revenue" for additional information on revenue recognition.

Revenue is recognized when control of the promised products or services is transferred to our customers and the performance obligation is fulfilled in an amount that reflects the consideration that we expect to be entitled in exchange for

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those products or services, the transaction price.

For equipment, consumables, and most software licenses, control transfers to the customer at a point in time.

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Our arrangements generally do not include any provisions for cancellation, termination, or refunds that would significantly impact recognized revenue.

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For contracts with multiple performance obligations, we allocate the consideration to which we expect to be entitled to each performance obligation based on relative standalone selling prices and recognize the related revenue when or as control of each individual performance obligation is transferred to customers.

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Our shipping and handling costs charged to customers are included in net revenue, and the associated expense is recorded in cost of products for all periods presented.

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Research and Development.

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As of October 31, 2024, we had no short-term investments.

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Restricted Cash and Restricted Cash Equivalents.

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We have a comprehensive credit policy in place and credit exposure is monitored on an ongoing basis.

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Credit risk with respect to our accounts receivable is diversified due to the large number of entities comprising our customer base and their dispersion across many different industries and geographies.

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Classification of operating lease liabilities as either current or non-current is based on the expected timing of payments due under our obligations.

As most of our leases do not provide an implicit interest rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments.

As most of our leases do not provide an implicit interest rate, we use our incremental borrowing rate based on the

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

The incremental borrowing rate is the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term and at an amount equal to the lease payments in a similar economic environment.

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Each of these contracts is evaluated as a lease arrangement, either as an operating lease or a sales-type finance lease using the current lease classification guidance.

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

In a lease arrangement that is a multiple-element arrangement, the revenue associated with the lease component is treated under the lease accounting standard ASC 842, whereas the revenue associated with the non-lease component is recognized in accordance with the ASC 606 revenue standard.

See also Note 10, "Leases" for additional information about our leases.

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The excess value of the cost of an acquired business over the fair value of the assets acquired and liabilities assumed is recognized as goodwill.

The fair value

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of IPR&D is initially capitalized as an intangible asset with an indefinite life.

The fair value of IPR&D is initially capitalized as an intangible asset with an indefinite life.

When an IPR&D project is completed, the IPR&D is reclassified as an amortizable purchased intangible asset and amortized to costs of revenues over the asset’s estimated useful life.

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Our 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.

Our determination of the fair value of the tradename acquired involved the use of significant estimates and assumptions related to revenue growth rates, royalty rates and discount rates.

The company believes that the fair value assigned to the assets acquired and liabilities assumed are based on reasonable assumptions and estimates that marketplace participants would use.

Our determination of the fair value of the trade name acquired involved the use of significant estimates and assumptions related to revenue growth rates, royalty rates and discount rates.

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

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

We believe that the fair value assigned to the assets acquired and liabilities assumed are based on reasonable assumptions and estimates that marketplace participants would use.

Actual results could differ materially from these estimates.

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If it is determined, as a result of the qualitative assessment, that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, then we are required to perform a quantitative impairment test on goodwill to identify and measure the amount of a goodwill impairment loss to be recognized.

A goodwill impairment loss, if any, is measured as the amount by which a reporting unit's carrying value, including goodwill, exceeds its fair value, not to exceed the carrying amount of goodwill.

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

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amount by which a reporting unit's carrying value, including goodwill, exceeds its fair value, not to exceed the carrying amount of goodwill.

As defined in the authoritative guidance, a reporting unit is an operating segment, or one level below an operating segment.

We aggregate components of an operating segment that have similar economic characteristics into our reporting units.

In fiscal year 2024, in connection with the change in our segment reporting, we assessed goodwill impairment for our three reporting units which consisted of our three segments:

life sciences and applied markets, diagnostics and genomics and Agilent CrossLab.

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

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

In fiscal year 2024, we assessed goodwill impairment for our three reporting units which consisted of three segments:

life sciences and applied markets, diagnostics and genomics and Agilent CrossLab.

We performed a quantitative test for goodwill impairment of the three reporting units as of September 30, 2023, our annual impairment test date.

Based on the results of our quantitative testing, there was no impairment of goodwill as of September 30, 2023.

We performed a qualitative test for goodwill impairment of the three reporting units as of September 30, 2024, our annual impairment test date.

Based on the results of our qualitative testing, there was no impairment of goodwill as of September 30, 2024.

Each quarter we review the events and circumstances to determine if goodwill impairment is indicated.

There was no impairment of goodwill during the years ended October 31, 2024, 2023 and 2022.

Purchased intangible assets consist primarily of acquired developed technologies, proprietary know-how, trademarks, and customer relationships and are amortized using the best estimate of the asset's useful life that reflect the pattern in which the economic benefits are consumed or used up or a straight-line method ranging from 6 months to 15 years.

IPR&D is initially capitalized at fair value as an intangible asset with an indefinite life and assessed for impairment thereafter.

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If an IPR&D project is abandoned, Agilent will record a charge for the value of the related intangible asset to Agilent's consolidated statement of operations in the period it is abandoned.

Agilent's indefinite-lived intangible assets are IPR&D intangible assets.

Our indefinite-lived intangible assets are IPR&D intangible assets.

The accounting guidance allows a qualitative approach for testing indefinite-lived intangible assets for impairment, similar to the issued impairment testing guidance for goodwill and allows the option to first assess qualitative factors (events and circumstances) that could have affected the significant inputs used in determining the fair value of the indefinite-lived intangible asset to determine whether it is more-likely-than-not (i.e., greater than 50% chance) that the indefinite-lived intangible asset is impaired.

An organization may choose to bypass the qualitative assessment for any indefinite-lived intangible asset in any period and proceed directly to calculating its fair value.

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

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

Each quarter we review the events and

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

During the year ended October 31, 2023, 2022 and 2021, there were no impairments of indefinite-lived intangible assets.

As of October 31, 2024, we do no t have any indefinite-lived intangible assets.

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

There were no impairments of indefinite-lived intangible assets during fiscal years 2023 and 2022.

Impairment of Long-Lived Assets.

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If the total of the undiscounted future cash flows is less than the carrying amount of those assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets.

During the year ended October 31, 2023, we recorded an impairment charge of long-lived assets including intangible assets of $ 277 million primarily related to the exit of our Resolution Bioscience business.

During the year ended October 31, 2022, there were no impairments of other long-lived assets or intangible assets.

During the year ended October 31, 2021, we recorded an impairment charge of long-lived assets of $ 2 million.

During the year ended October 31, 2024, we recorded an impairment charge of long-lived assets including indefinite-lived intangible assets of $ 19 million.

During the year ended October 31, 2023, we recorded an impairment charge of long-lived assets including intangible assets of $ 277 primarily related to the exit of our Resolution Bioscience business.

During the year ended October 31, 2022, there were no impairments of long-lived assets.

Variable Interest Entities.

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We also reconsider whether entities previously determined not to be VIEs have become VIEs and vice-versa, based on changes in facts and circumstances including changes in contractual arrangements and capital structure.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

As of October 31, 2024 and 2023, the total carrying value of investments and loans in privately held companies considered as VIEs was $ 79 million and $ 82 million respectively.

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The fair value of long-term equity investments which are not readily determinable, and which are not accounted under the equity method are reported at cost with adjustments for observable changes in prices or impairments included in net income.

As of October 31, 2023, and October 31, 2022, the fair value of the term loan approximates its carrying value.

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

As of October 31, 2023, the fair value of the term loan approximates its carrying value.

As of October 31, 2024, the fair value of our senior notes was $ 3,083 million with a carrying value of $ 3,326 million.

This compares to the fair value of our senior notes of $ 1,747 million with a carrying value of $ 2,135 million as of October 31, 2023.

The change in the fair value compared to carrying value in the year ended October 31, 2023, is primarily due to increased market interest rates.

The change in the fair value compared to carrying value in the year ended October 31, 2024, is primarily due to decreased market interest rates.

The fair value was calculated from quoted prices which are primarily Level 1 inputs under the accounting guidance.

The fair value of foreign currency contracts used for hedging purposes is estimated internally by using inputs tied to active markets.

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

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exchange rates, and forward and spot prices for currencies are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

These inputs, for example, interest rate yield curves, foreign exchange rates, and forward and spot prices for currencies are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

See also Note 13, "Fair Value Measurements" for additional information on the fair value of financial instruments and contingent consideration.

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All retired treasury shares revert to the status of authorized but unissued shares.

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Share-Based Compensation.

For the years ended 2023, 2022 and 2021, we accounted for share-based awards made to our employees and directors including employee stock option awards, restricted stock units, employee stock purchases made under our Employee Stock Purchase Plan ("ESPP") and performance share awards under Agilent Technologies, Inc.

For the years ended 2024, 2023 and 2022, we accounted for share-based awards made to our employees and directors including employee stock option awards, restricted stock units, employee stock purchases made under our Employee Stock Purchase Plan ("ESPP") and performance share awards under the Agilent Technologies, Inc.

Long-Term Performance Program ("LTPP") using the estimated grant date fair value method of accounting.

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Cash flows from derivative instruments are classified in the statement of cash flows in the same category as the cash flows from the hedged or economically hedged item, primarily in operating activities.

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Foreign Currency Translation.

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Gains or losses from foreign currency remeasurement are included in consolidated net income.

Net gains or losses resulting from foreign currency transactions, including hedging gains and losses, are reported in other income (expense), net and were $ 2 million gain for 2023, $ 6 million loss for 2022 and $ 4 million loss for 2021.

Net gains or losses resulting from foreign currency transactions, including hedging gains and losses, are reported in other income (expense), net and were $ 4 million gain for 2024, $ 2 million gain for 2023 and $ 6 million loss for 2022.

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NEW ACCOUNTING PRONOUNCEMENTS

Recently Adopted Accounting Pronouncements

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

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

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

New Accounting Pronouncements Not Yet Adopted

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

On December 14, 2023, the FASB issued guidance to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid.

In December 2023, the FASB issued guidance to expand the disclosure requirements for income taxes, specifically related to the rate reconciliation and income taxes paid.

These amendments are effective for our fiscal year 2026, with early adoption permitted.

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We do not expect that the adoption of this guidance will have a material impact on our consolidated financial statements.

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

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

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

Other amendments to GAAP in the U.S.

that have been issued by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our consolidated financial statements upon adoption.

Acquisition of BIOVECTRA

On September 20, 2024, we acquired 100 percent of the stock of BIOVECTRA for total consideration paid 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.

Accordingly, the results of BIOVECTRA are included in Agilent's consolidated financial statements from the acquisition date.

The BIOVECTRA acquisition was accounted for in accordance with the authoritative accounting guidance.

The acquired assets and assumed liabilities were recorded at their estimated fair values.

We determined the estimated fair values with the assistance of appraisals or valuations performed by third party specialists, discounted cash flow analyses, and estimates made by management.

We expect to realize revenue synergies, leverage and expand the existing sales channels and product development resources, and utilize the assembled workforce.

These factors, among others, contributed to a purchase price in excess of the estimated fair value of BIOVECTRA’s net identifiable assets acquired (see summary of net assets below), and, as a result, we have recorded goodwill in connection with this transaction.

Goodwill acquired was allocated to our operating segments and reporting units as a part of the purchase price allocation.

All goodwill was allocated to the diagnostics and genomics reporting unit.

Our acquisition of BIOVECTRA is treated as a stock acquisition and therefore is not deductible for United States federal tax purposes.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table summarizes the allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed on the closing date of September 20, 2024 (in millions):

Cash and cash equivalents $ 56

Accounts receivable 36

Inventories 25

Other current assets 2

Property, plant and equipment 276

Intangible assets 183

Total assets acquired $ 1,104

Accounts payable ( 10 )

Other accrued liabilities ( 20 )

Deferred revenue ( 70 )

Deferred tax liability ( 45 )

Other liabilities ( 19 )

Net assets acquired $ 915

Pro forma results of operations and the revenue and net income subsequent to the acquisition date for BIOVECTRA have not been presented because the effects of the acquisition were not material to our financial results.

The following table presents the company’s total revenue and segment revenue disaggregated by geographical region:

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Total $ 3,630 $ 1,452 $ 1,766 $ 6,848

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The following table presents the company’s total revenue disaggregated by end markets and by revenue type:

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Non-instrumentation and other revenue include sales from contract and per incident services, our companion diagnostics and our nucleic acid solutions businesses as well as sales from spare parts, consumables, reagents, vacuum pumps, subscriptions, software licenses and associated services.

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Contract Balances

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The balances of contract assets as of October 31, 2024 and 2023, were $ 247 million and $ 252 million, respectively.

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Contract Liabilities

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Change in deferrals from customer cash advances, net of revenue recognized ( 9 )

Contract liabilities acquired in business combinations 70

Currency translation and other adjustments 3

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We have applied the practical expedient in ASC 606-10-50-14 and have not disclosed information about transaction price allocated to remaining performance obligations that have original expected durations of one year or less.

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The estimated revenue expected to be recognized for remaining performance obligations that have an original term of more than one year, as of October 31, 2024, was $ 409 million, the majority of which is expected to be recognized over the next 12 months.

Remaining performance obligations primarily include extended warranty, customer manufacturing contracts, and software maintenance contracts and revenue associated with lease arrangements.

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SHARE-BASED COMPENSATION

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Outstanding at October 31, 2024 1,005 $ 134

The options outstanding and exercisable for equity share-based payment awards at October 31, 2023 were as follows:

The options outstanding and exercisable for equity share-based payment awards at October 31, 2024 were as follow:

Options Outstanding Options Exercisable

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559 8.6 $ 134 1,930 95 8.0 $ 143 139

$ 110.01 - $ 150.00

319 8.8 $ 143 — 40 8.3 $ 136 —

$ 150.01 & Over

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For 2024, our income tax expense was $ 232 million with an effective tax rate of 15.3 percent.

For the year ended October 31, 2024, our effective tax rate and the resulting provision for income taxes were impacted by the tax benefit of $ 47 million related to foreign-derived intangible income.

For 2023, our income tax expense was $ 99 million with an effective tax rate of 7.4 percent.

For the year ended October 31, 2023, our effective tax rate and the resulting provision for income taxes were impacted by the federal tax benefit of $ 104 million related to the realized loss on the divestiture of a business.

3 unchanged sentences

For the year ended October 31, 2022, our effective tax rate and the resulting provision for income taxes were impacted by the tax benefit of $ 46 million related to foreign-derived intangible income.

For 2021, our income tax expense was $ 150 million with an effective tax rate of 11 percent.

For the year ended October 31, 2021, our effective tax rate and the resulting provision for income taxes were impacted by the discrete benefit of $ 93 million related to the release of tax reserves in various jurisdictions due to audit settlements and the expiration of statutes of limitations.

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

We have negotiated a tax holiday in Singapore.

12 unchanged sentences

Net operating loss, capital loss, and credit carryforwards 184 152

Deferred revenue 98 16

Share-based compensation 25 24

14 unchanged sentences

As of October 31, 2024, we continued to maintain a valuation allowance of $ 113 million until sufficient positive evidence exists to support reversal.

The valuation allowance is primarily related to deferred tax assets for the states of California and Colorado, along with the net operating losses in the Netherlands and capital losses in Australia.

The valuation allowance is primarily related to deferred tax assets for the state of California, along with the net operating losses in the Netherlands and capital losses in Australia.

At October 31, 2024, we had federal, state and foreign net operating loss carryforwards of approximately $ 12 million, $ 39 million and $ 280 million, respectively.

7 unchanged sentences

The state tax credits carry forward indefinitely.

At October 31, 2024, we had foreign tax credit carryforwards of approximately $17 million.

If not utilized, the foreign tax credit carryforwards will begin to expire in 2039.

The breakdown between long-term deferred tax assets and deferred tax liabilities was as follows:

20 unchanged sentences

Reductions for tax positions from prior years ( 1 ) ( 27 ) ( 9 )

Settlements with taxing authorities — — ( 30 )

Statute of limitations expirations ( 9 ) ( 6 ) ( 6 )

1 unchanged sentence

As of October 31, 2024, we had $ 114 million of unrecognized tax benefits, including interest and penalties of which $ 91 million, if recognized, would affect our effective tax rate.

We recognized tax benefit of $ 5 million in 2023, tax benefit of $ 2 million in 2022, and tax benefit of $ 19 million in 2021, for interest and penalties related to unrecognized tax benefits.

Interest and penalties accrued as of October 31, 2024 and 2023 were $ 17 million and $ 16 million, respectively.

We recognized tax expense of $ 1 million in 2024, tax benefit of $ 5 million in 2023, and tax benefit of $ 2 million in 2022, for interest and penalties related to unrecognized tax benefits.

In the U.S., tax years remain open back to the year 2021 for federal income tax purposes and 2020 for significant states.

On October 30, 2023, we reached an agreement with the IRS for tax years 2018 and 2019.

The settlement resulted in the recognition of previously unrecognized tax benefits of $ 30 million.

In other major jurisdictions where we conduct business, the tax years generally remain open back to the year 2014.

39 unchanged sentences

Property, plant and equipment, net $ 1,778 $ 1,270

The additions in 2024 are primarily related to assets acquired from BIOVECTRA and our on-going expansion of our Frederick, CO.

During 2024, we recorded asset impairments of $ 2 million.

During 2022, there were no asset impairments.

During 2023, we recorded asset impairments of $ 11 million .

During 2022, there were no asset impairments.

Depreciation expenses were $ 149 million in 2024, $ 128 million in 2023 and $ 120 million in 2022.

17 unchanged sentences

In the fourth quarter of fiscal year 2023, we initiated a new restructuring plan ("FY23 Plan") designed to reduce costs and expenses in response to the current macroeconomic conditions.

The consolidation of excess facilities under the FY23 Plan resulted in $ 7 million of accelerated depreciation of our ROU assets.

In 2024 and 2023, the consolidation of excess facilities under the FY23 Plan resulted in $ 1 million and $ 8 million, respectively, of accelerated depreciation of our ROU assets.

During fiscal year 2024 and 2022, there were no ROU asset impairments.

During fiscal year 2023, we recorded ROU asset impairments of $ 8 million primarily related to the exit of our Resolution Bioscience business.

There were no impairments for fiscal years 2022 and 2021.

AGILENT TECHNOLOGIES, INC.

28 unchanged sentences

As of October 31, 2024, we had no additional significant operating or finance leases that had not yet commenced.

As a lessor, we have contracts for equipment leased to customers primarily in connection with our diagnostics business which include both operating-type lease and sales-type finance lease arrangements.

As a lessor, we have contracts for equipment leased to customers primarily in connection with our diagnostics and advanced manufacturing partnerships business which include both operating-type lease and sales-type finance lease arrangements.

We account for the non-lease component under the revenue recognition ASC 606 guidance and the lease component under the leasing ASC 842 guidance.

Equipment lease revenue for operating lease agreements is recognized as visualization kits and reagents are shipped over the life of the lease.

The cost of customer leased equipment is recorded within property, plant and equipment, and is netted in the consolidated balance sheet with depreciation over the equipment’s estimated useful life.

For an arrangement that has been classified as a

Diagnostics equipment lease revenue for operating lease agreements is recognized as visualization kits and reagents are shipped over the life of the lease.

The cost of customer leased equipment is recorded within property, plant and equipment, and is netted in the consolidated balance sheet with depreciation over the

AGILENT TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

sales-type lease, revenue is recognized when the transfer of control of the underlying leased asset has occurred and the net investment lease recorded which is calculated at the present value of the remaining lease payments due from the lessee.

equipment’s estimated useful life.

For an arrangement that has been classified as a sales-type lease, revenue is recognized when the transfer of control of the underlying leased asset has occurred and the net investment lease has been recorded which is calculated at the present value of the remaining lease payments due from the lessee.

Revenue allocated to the lease income for both sales-type finance lease and operating lease rental arrangements represents less than one percent of total net revenue in the years ended October 31, 2024, 2023 and 2022, respectively.

10 unchanged sentences

Goodwill arising from acquisitions and adjustments — 15 — 15

Goodwill adjustment related to divestiture of business — ( 13 ) $ — ( 13 )

Goodwill as of October 31, 2023 $ 1,579 $ 2,124 $ 257 $ 3,960

1 unchanged sentence

Goodwill arising from acquisitions and adjustments — 526 — 526

Goodwill adjustment related to divestiture of business — ( 13 ) — ( 13 )

Goodwill as of October 31, 2024 $ 1,583 $ 2,635 $ 259 $ 4,477

In the first quarter of fiscal year 2024, we reorganized our operating segments and moved our cell analysis business from our life sciences and applied markets business segment to our diagnostics and genomics business segment.

As a result, we reassigned approximately $ 168 million of goodwill from our life sciences and applied markets business segment to our diagnostics and genomics business segment using the relative fair value allocation approach.

Goodwill balances as of October 31, 2022 and 2023, have been recast to conform to this new presentation.

As a result of the reorganization, there was no change to our reporting units.

In addition, we performed a goodwill impairment test, and the results of the analysis indicated that the fair values for all three of our reporting units were in excess of their carrying values by substantial amounts;

therefore, no impairment was indicated.

In connection with the divestiture of our Resolution Bioscience business in the fourth quarter of fiscal year 2023, we received $ 50 million in cash and recorded a gain on the divestiture of $ 43 million in other income (expense), net in the consolidated statement of operations which included an adjustment to goodwill of $ 13 million in our diagnostics and genomics segment.

We used the relative fair value approach in determining the adjustment to goodwill.

Based on the results of our quantitative testing, there was no impairment of goodwill for our reporting units in fiscal year 2023.

As of September 30, 2024, our annual impairment test date, we assessed goodwill for our reporting units, and no impairment of goodwill was indicated.

There was no impairment of goodwill in fiscal years 2023 and 2022.

8 unchanged sentences

Purchased technology $ 1,467 $ 1,093 $ 374

Backlog 8 8 —

Trademark/Tradename 196 148 48

Trademark/Trade name 196 163 33

Customer relationships 149 112 37

5 unchanged sentences

Purchased technology $ 1,484 $ 1,169 $ 315

Trademark/Tradename 196 163 33

Backlog 9 — 9

Trademark/Trade name 199 174 25

Customer relationships 291 107 184

3 unchanged sentences

Total $ 2,016 $ 1,469 $ 547

In fiscal year 2024, we recorded additions of $ 526 million to goodwill in our diagnostics and genomics segment related to the BIOVECTRA acquisition.

In addition, we recorded $ 188 million to other intangible assets related to BIOVECTRA and another acquisition.

As of October 31, 2024, gross carrying amount of customer relationships includes approximately $ 165 million related to BIOVECTRA which was valued 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.

During fiscal year 2024, we reclassified $ 4 million of in-process research and development intangible assets to purchased technology upon the completion of a project.

During fiscal year 2024, other intangible assets in total decreased $ 5 million due to the impact of foreign currency translation.

During 2024, we also wrote-off the gross carrying amounts of $ 18 million and the related accumulated amortization of fully amortized intangible assets which were no longer being used.

In fiscal year 2023, we acquired two businesses for a total purchase price of $ 51 million.

1 unchanged sentence

During fiscal year 2023, other intangible assets in total increased $ 2 million due to the impact of foreign currency translation.

In fiscal year 2022, we acquired Polymer Standards Service GmbH (PSS), a provider of solutions in the field of polymer characterization for $ 41 million.

During fiscal year 2022, we recorded additions to goodwill of $ 19 million and additions to other intangible assets of $ 35 million related to the acquisition of PSS and advanced artificial intelligence technology.

During the year other intangible assets decreased $ 3 million due to the impact of foreign currency translation.

During 2023, we also wrote-off the gross carrying amounts of $ 7 million and the related accumulated amortization of fully amortized intangible assets which were no longer being used.

In general, for United States federal tax purposes, goodwill from asset purchases is amortizable;

however, any goodwill created as part of a stock acquisition is not deductible.

There were no impairments of indefinite-lived intangible assets during fiscal years 2023 and 2022.

During fiscal years 2024 and 2022, there were no impairments of finite-lived intangible assets recorded.

During the third quarter of fiscal year 2023, we recorded an impairment of finite-lived intangible assets of $ 258 million related to the exit of our Resolution Bioscience business in our diagnostics and genomics segment.

Of the $ 258 million, $ 249 million was recorded in cost of sales and $ 9 million was recorded in selling, general and administrative expenses on our consolidated statement of operations.

During fiscal years 2022 and 2021, there were no impairments of finite-lived intangible assets recorded.

During 2023, we also wrote-off the gross carrying amounts of $ 7 million and the related accumulated amortization of fully amortized intangible assets which were no longer being used.

Amortization expense of intangible assets was $ 105 million in 2024, $ 140 million in 2023, and $ 192 million in 2022.

25 unchanged sentences

Unrealized gain (loss) on equity securities held as of the end of the period $ 6 $ ( 26 ) $ ( 78 )

Unrealized losses on our equity securities without RDFV were $ 26 million in 2023.

Unrealized gains on our equity securities without RDFV were $ 6 million and $ 17 million in 2022 and 2021, respectively.

In 2023, net unrealized gains on our trading securities were $ 2 million.

In 2022 and 2021, net unrealized losses were $ 7 million and net unrealized gains were $ 8 million, respectively, on our trading securities.

In 2024, unrealized gains on our equity securities without RDFV were $ 1 million.

In 2023, unrealized losses on our equity securities without RDFV were $ 26 million.

In 2022, unrealized gains on our equity securities without RDFV were $ 6 million.

AGILENT TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

In 2024, net unrealized gains on our trading securities were $ 10 million.

In 2023, net unrealized gains were $ 2 million on our trading securities.

In 2022, net unrealized losses were $ 7 million on our trading securities.

In 2024, we recorded $ 11 million impairment of investments.

There were no impairments of investments in 2023 and 2022.

29 unchanged sentences

Derivative instruments (foreign exchange contracts) $ 12 $ — $ 12 $ —

Contingent consideration 1 — — 1

Deferred compensation liability 43 — 43 —

16 unchanged sentences

Deferred compensation liability 36 — 36 —

Contingent consideration 1 — — 1

Total liabilities measured at fair value $ 39 $ — $ 38 $ 1

Our money market funds and trading securities are generally valued using quoted market prices and therefore are classified within level 1 of the fair value hierarchy.

Our derivative financial instruments are classified within level 2, as there is not an active market for each hedge contract, but the inputs used to calculate the value of the instruments are tied to active

Our deferred compensation liability is classified as level 2 because, although the values are not directly based on quoted market prices, the inputs used in the calculations are observable.

AGILENT TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Our deferred compensation liability is classified as level 2 because, although the values are not directly based on quoted market prices, the inputs used in the calculations are observable.

Trading securities, which are comprised of mutual funds, bonds and other similar instruments, other investments and deferred compensation liability are reported at fair value, with gains or losses resulting from changes in fair value recognized currently in net income.

4 unchanged sentences

Contingent Consideration.

As of October 31, 2023, the fair value of the contingent consideration liability relates to milestone payments in connection with one acquisition.

The contingent consideration liability is our only Level 3 asset or liability.

The contingent consideration liability was our only Level 3 asset or liability.

A summary of the Level 3 activity follows:

3 unchanged sentences

Additions to contingent consideration 5

Payments ( 72 )

Change in fair value (included within selling, general and administrative expenses) 1

Balance at October 31, 2023 $ 1

Additions to contingent consideration 5

Payments ( 72 )

Change in fair value (included within selling, general and administrative expenses) ( 1 )

Balance at October 31, 2024 $ —

The fair value of the contingent consideration liability as of October 31, 2023 was estimated to be $ 1 million and was recorded in other accrued liabilities on the consolidated balance sheet.

During fiscal year 2023, we made contingent consideration payments totaling $ 72 million related to the achievement of certain technical milestones associated with our acquisition of Resolution Bioscience and another acquisition.

8 unchanged sentences

Long-lived assets held and used $ 19 $ 277 $ —

For the year ended October 31, 2024, long-lived assets held and used with a carrying amount of $ 19 million were written down to fair value of zero resulting in an impairment charge of $ 19 million.

For the year ended October 31, 2023, long-lived assets held and used with a carrying amount of $ 277 million were written down to fair value of zero , resulting in an impairment charge of $ 277 million primarily related to the exit of our Resolution Bioscience business in our diagnostics and genomics segment.

For the year ended October 31, 2022, there were no

AGILENT TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

impairments of long-lived assets held and used.

For the year ended October 31, 2021, long-lived assets held and used with a carrying value of $ 2 million were written down to their fair value of zero , resulting in an impairment of $ 2 million.

For the year ended October 31, 2022, there were no impairments of long-lived assets held and used.

Fair values for the impaired long-lived assets during 2023 were measured using level 3 inputs.

1 unchanged sentence

Since the carrying value was greater than the undiscounted cash flow, the loss was measured by the excess of the carrying amount of the asset over its fair value of zero.

AGILENT TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Non-Marketable Equity Securities

For the years ended October 31, 2023, 2022 and 2021, there were no impairments in non-marketable securities without readily determinable fair value.

For the years ended October 31, 2023, 2022 and 2021, net unrealized losses of $ 26 million, and net unrealized gains of $ 6 million and $ 17 million respectively, were included in net income as an adjustment to the carrying value of non-marketable equity securities without readily determinable fair value based on an observable market transaction.

As of October 31, 2023, the cumulative net gain (loss) on our non-marketable equity securities without readily determinable fair values was comprised of $ 38 million gains and $ 29 million losses, and the carrying amount was $ 102 million.

As of October 31, 2022, the cumulative net gain (loss) on our non-marketable equity securities without readily determinable fair values was comprised of a $ 35 million gain and no losses, and the carrying amount was $ 141 million.

For the year ended October 31, 2024, the unrealized gain (loss) on our non-marketable equity securities without readily determinable fair values was comprised of $ 2 million of upward adjustments, $ 1 million of downward adjustments and an impairment of $ 11 million which were included in net income as adjustments to the carrying value.

For the year ended October 31, 2023, the unrealized gain (loss) on our non-marketable equity securities without readily determinable fair values was comprised of only downward adjustments of $ 26 million which were included in net income as adjustments to the carrying value.

For the year ended October 31, 2022, the unrealized gain (loss) on our non-marketable equity securities without readily determinable fair values was comprised of only upward adjustments of $ 6 million which were included in net income as adjustments to the carrying value.

As of October 31, 2024, the cumulative net gain (loss) on our non-marketable equity securities without readily determinable fair values was comprised of $ 40 million upward adjustments, $ 11 million impairment loss and $ 30 million downward adjustments, and the carrying amount was $ 101 million.

As of October 31, 2023, the cumulative net gain (loss) on our non-marketable equity securities without readily determinable fair values was comprised of a $ 38 million upward adjustments and $ 29 million downward adjustments, and the carrying amount was $ 102 million.

Fair values for the non-marketable securities included in long-term investments on the consolidated balance sheet were measured using Level 3 inputs because they are primarily equity stock issued by private companies without quoted market prices.

14 unchanged sentences

For the years ended October 31, 2024, 2023 and 2022, ineffectiveness and gains and losses recognized in other income (expense), net due to de-designation of cash flow hedge contracts were not significant.

In February 2016, Agilent executed three forward-starting pay fixed/receive variable interest rate swaps for the notional amount of $ 300 million in connection with future interest payments to be made on our 2026 senior notes issued on September 15, 2016.

In February 2016, we executed three forward-starting pay fixed/receive variable interest rate swaps for the notional amount of $ 300 million in connection with future interest payments to be made on our 2026 senior notes issued on September 15, 2016.

These derivative instruments were designated and qualified as cash flow hedges under the criteria prescribed in the authoritative guidance.

4 unchanged sentences

The remaining loss to be amortized related to the interest rate swap agreements at October 31, 2024 was $ 2 million.

In August 2019, Agilent executed treasury lock agreements for $ 250 million in connection with future interest payments to be made on our 2029 senior notes issued on September 16, 2019.

In August 2019, we executed treasury lock agreements for $ 250 million in connection with future interest payments to be made on our 2029 senior notes issued on September 16, 2019.

We designated the treasury lock as a cash flow hedge.

60 unchanged sentences

Foreign exchange contracts:

Loss reclassified from accumulated other comprehensive income (loss) into interest expense $ ( 2 ) $ ( 2 ) $ ( 1 )

Gain (loss) recognized in accumulated other comprehensive income (loss) $ ( 9 ) $ ( 4 ) $ 56

Gain (loss) reclassified from accumulated other comprehensive income (loss) into cost of sales $ 4 $ 2 $ 36

Gain (loss) reclassified from accumulated other comprehensive income (loss) into interest expense $ ( 2 ) $ ( 2 ) $ ( 2 )

Gain on time value of forward contracts recorded in cost of sales $ 7 $ 7 $ —

2 unchanged sentences

Gain (loss) recognized in accumulated other comprehensive income (loss) - translation adjustment $ — $ ( 1 ) $ 5

Gain on time value of forward contracts recorded in other income (expense) — — 1

Derivatives not designated as hedging instruments:

Gain recognized in other income (expense), net $ 3 $ 10 $ —

Gain (loss) recognized in other income (expense), net $ 2 $ 3 $ 10

At October 31, 2024 the total amount of existing net gain that is expected to be reclassified from accumulated other comprehensive income (loss) is $ 9 million.

Within the next twelve months it is estimated that $ 12 million of gain included within the net amount of accumulated other comprehensive income (loss) will be reclassified to cost of sales in respect of cash flow hedges.

Within the next twelve months it is estimated that $ 1 million of loss included within the net amount of accumulated other comprehensive income (loss) will be reclassified to cost of sales in respect of cash flow hedges.

RETIREMENT PLANS AND POST RETIREMENT PENSION PLANS

11 unchanged sentences

There are no additional benefit accruals after April 30, 2016.

For eligible service through October 31, 1993, the benefit payable under the Agilent Retirement Plan is reduced by any amounts due to the eligible employee under the Agilent defined contribution Deferred Profit-Sharing Plan (the "DPSP"), which was frozen and closed to new participants as of November 1993.

For eligible service through October 31, 1993, the benefit payable under the Agilent RP is reduced by any amounts due to the eligible employee under the Agilent Technologies, Inc.

Deferred Profit-Sharing Plan (the "DPSP"), which is a defined contribution plan that was frozen and closed to new participants as of November 1993.

As of October 31, 2024 and 2023, the fair value of plan assets of the DPSP was $ 74 million and $ 81 million, respectively.

Note that the projected benefit obligation for the DPSP equals the fair value of plan assets.

Agilent also maintains a Supplemental Benefits Retirement Plan ("SBRP") in the U.S., which is an unfunded non-qualified defined benefit plan to provide supplemental retirement benefits to certain employees that would be provided under the RP but for limitations imposed by the Internal Revenue Code.

Agilent also maintains a Supplemental Benefit Retirement Plan ("SBRP") in the U.S., which is an unfunded non-qualified defined benefit plan to provide supplemental retirement benefits to certain employees that would be provided under the RP but for limitations imposed by the Internal Revenue Code.

The RP and the SBRP comprise the "U.S.

Plans" in the tables below.

defined benefit plans" in the tables below.

AGILENT TECHNOLOGIES, INC.

9 unchanged sentences

The Health Plan for Retirees was closed to new retiree entrants after December 31, 2020.

If eligible, a retiree may receive a fixed amount (different fixed amounts for different groups) under the Retiree Medical Account (“RMA”) or a fixed monthly amount under the Agilent Reimbursement Arrangement (“ARA”).

If eligible, a retiree may receive a fixed amount (different fixed amounts for different groups) under the Agilent Technologies, Inc.

Retiree Medical Account Plan (“RMA”) or a fixed monthly amount under the Agilent Technologies, Inc.

Reimbursement Arrangement Plan (“ARA”).

Any new employee hired on or after November 1, 2014, will not be eligible to participate in the post-retirement medical benefit plans upon retiring.

16 unchanged sentences

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Components of Net periodic cost.

Components of net periodic benefit cost (income).

The service cost component is recorded in cost of sales and operating expenses in the consolidated statement of operations.

1 unchanged sentence

The company uses alternate methods of amortization as allowed by the authoritative guidance which amortizes the actuarial gains and losses on a consistent basis for the years presented.

Plans, gains and losses are amortized over the average future lifetime of participants using the corridor method.

defined benefit plans, gains and losses are amortized over the average future lifetime of participants using the corridor method.

For most Non-U.S.

Plans and U.S.

defined benefit plans and U.S.

Post-Retirement Benefit Plans, gains and losses are amortized over the average remaining future service period or remaining lifetime of participants depending upon the plan, using a separate layer for each year's gains and losses.

2 unchanged sentences

Post-Retirement Benefit Plans

Plans Non-U.S.

Defined Benefit Plans Non-U.S.

Defined Benefit Plans

2024 2023 2022 2024 2023 2022 2024 2023 2022

(in millions)

Net periodic benefit cost (benefit)

Net periodic benefit cost (income)

Service cost - benefits earned during the period $ — $ — $ — $ 15 $ 16 $ 22 $ 1 $ — $ 1

3 unchanged sentences

Amortization of prior service benefit — — — — — — ( 1 ) ( 1 ) ( 1 )

Total periodic benefit cost (benefit) $ 2 $ ( 13 ) $ ( 11 ) $ 2 $ 13 $ 34 $ ( 2 ) $ ( 6 ) $ —

Total net periodic benefit cost (income) $ 2 $ 2 $ ( 13 ) $ ( 12 ) $ 2 $ 13 $ ( 1 ) $ ( 2 ) $ ( 6 )

Settlement loss $ 2 $ 4 $ 4 $ — $ — $ — $ — $ — $ —

46 unchanged sentences

Total $ 31 $ 66 $ 37 $ 43 $ ( 7 ) $ 2

The actuarial gains and losses related to the change in plan obligations were a total of $ 35 million net gain for 2023 and $ 412 million net gain for 2022.

The actuarial net gain that arose in 2023 and 2022 was primarily due to increases in discount rates and changes in other financial and demographic assumptions partially offset by losses due to plan experience.

The actuarial gains and losses related to the change in plan obligations were a total of $ 97 million net loss for 2024 and $ 35 million net gain for 2023.

The actuarial net loss that arose in 2024 was primarily due to decreases in discount rates and changes in other financial and demographic assumptions partially offset by gains due to plan experience.

The actuarial net gain that arose in 2023 was primarily due to increases in discount rates and changes in other financial and demographic assumptions partially offset by losses due to plan experience.

In November 2024, we entered into a buy-out contract in the amount of approximately $ 54 million with an unaffiliated insurance company, effective January 1, 2025, to transfer the assets and obligations of our Netherlands defined benefit pension plan.

The final settlement is anticipated by the end of the first quarter of 2025, when we will be recognizing the financial impact.

AGILENT TECHNOLOGIES, INC.

19 unchanged sentences

In addition, some of the investments valued using NAV as the practical expedient may have limits on their redemption to weekly or monthly and/or may require prior written notice specified by each fund.

In December 2021, we entered into an insurance buy-in contract for a portion of benefit obligations under the U.K.

defined benefit plan which was funded from existing pension plan assets with no adjustment made to the benefit obligations.

It has been classified as an “Annuity Contract” since the insurance buy-in contract is similar to an annuity contract.

It matches cash flows with future benefit payments for listed pensioners as of the contract date with the obligation remaining with the plan.

This contract is issued by a third-party insurance company with no affiliation to us.

In December 2021, we entered into an insurance buy-in contract for a portion of the benefit obligations under the U.K.

defined benefit plan which was funded from existing pension plan assets without any adjustment to the benefit obligations.

In December 2023, we entered into another insurance buy-in contract for the remaining portion of benefit obligations under the same plan which was also funded from existing pension plan assets with no adjustment made to the benefit obligations.

These have been classified as “Annuity Contracts” since the insurance buy-in contract is similar to an annuity contract.

They match cash flows with future benefit payments for participants as of the contract date with the obligation remaining with the plan.

Both contracts are issued by the same third-party insurance company with no affiliation to us.

The measurement of the fair value of pension and post-retirement plan assets uses the valuation methodologies and the inputs as described in Note 13, "Fair Value Measurements".

10 unchanged sentences

Annuity Contract – This consists of the U.K.

insurance buy-in contract.

Since it is valued on an insurer pricing basis, which reflects the purchase price adjusted for changes in discount rates and other actuarial assumptions which approximates fair value, it has been classified as level 3.

insurance buy-in contracts.

Since they are valued on an insurer pricing basis, which reflects the purchase price adjusted for changes in discount rates and other actuarial assumptions which approximates fair value, they have been classified as level 3.

Other Investments - Other investments also include partnership investments where, due to their private nature, pricing inputs are not readily observable.

Asset valuations are developed by the general partners that manage the partnerships.

These valuations are based on proprietary appraisals, application of public market multiples to private company cash flows, utilization of market transactions that provide valuation information for comparable companies and other methods.

Holdings of limited partnerships are classified as Level 3.

These valuations are based on proprietary appraisals, application of public market multiples to private company cash flows, utilization

AGILENT TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

of market transactions that provide valuation information for comparable companies and other methods.

Holdings of limited partnerships are classified as Level 3.

Agilent has adopted the accounting guidance related to the presentation of certain investments using the NAV practical expedient.

110 unchanged sentences

Balance, beginning of year $ 86 $ 92

Unrealized losses ( 5 ) ( 39 )

Unrealized gains (losses) 4 ( 5 )

Purchases, sales, issuances, and settlements ( 7 ) ( 6 )

90 unchanged sentences

RESTRUCTURING AND OTHER RELATED COSTS

In the fourth quarter of fiscal year 2023, we initiated a new restructuring plan ("FY23 Plan") designed to reduce costs and expenses in response to the current macroeconomic conditions.

The plan includes a reduction of our total headcount by approximately 400 regular employees, representing approximately 2 percent of our global workforce, and the consolidation of our excess facilities, including some site closures.

In connection with this plan, we have recorded approximately $ 46 million in restructuring and other related costs in fiscal year 2023.

These costs include severance and other personnel costs associated with the workforce reduction.

The consolidation of excess facilities includes accelerated depreciation expenses of ROU and machinery and equipment assets, and other facilities-related costs.

The timing and scope of the workforce reductions will vary based on local legal requirements.

AGILENT TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Summary of Restructuring Plans.

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

These actions impact all three of our business segments.

The costs associated with this restructuring plan have not been allocated to our business segments' results;

The costs associated with these restructuring plans were not allocated to our business segments' results;

however, each business segment will benefit from the future cost savings from these actions.

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

While the majority of the workforce reduction will be completed in the first quarter of 2024, we expect to substantially complete the remaining restructuring activities by the end of fiscal year 2024.

A summary of total restructuring activity is shown in the table below:

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

AGILENT TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

Reduction Consolidation of Excess Facilities Total

2 unchanged sentences

Income statement expense 33 13 46

Accelerated share-based compensation expense ( 1 ) — ( 1 )

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

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

Cash payments ( 1 ) — ( 1 )

Balance at October 31, 2023 $ 31 $ 5 $ 36

The restructuring and other related costs, which totaled $ 36 million at October 31, 2023, are recorded in other accrued liabilities on the consolidated balance sheet and reflect estimated future cash outlays.

A summary of the charges in the consolidated statement of operations resulting from the restructuring plan is shown below:

Income statement expense 75 1 76

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

Cash payments ( 86 ) ( 5 ) ( 91 )

Balance at October 31, 2024 $ 13 $ — $ 13

Total restructuring expense since inception of all plans $ 122

Non-cash settlements include accelerated share-based compensation expense related to workforce reductions and accelerated depreciation expense of right-of-use and machinery and equipment assets related to the consolidation of excess facilities.

The aggregate restructuring liability of $ 13 million at October 31, 2024, was recorded in other accrued liabilities on the consolidated balance sheet and reflects estimated future cash outlays.

A summary of the charges in the consolidated statement of operations resulting from the restructuring plans is shown below:

(in millions)

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Total restructuring costs $ 76 $ 46

Fiscal Year 2024 Plan ("FY24 Plan")

In the third quarter of fiscal year 2024, we initiated a new restructuring plan designed to further reduce costs and expenses in response to current macroeconomic conditions.

The plan includes a reduction of our total headcount by approximately 500 regular employees, representing approximately 3 percent of our global workforce.

In connection with the FY24 Plan, we have recorded restructuring expenses of $ 72 million in fiscal year 2024.

The costs associated with this workforce reduction include severance, accelerated share-based compensation expense and other personnel-related costs.

The timing and scope of the workforce reductions will vary based on local legal requirements.

While the majority of the workforce reduction was completed in fiscal year 2024, we expect to substantially complete the remaining restructuring activities by the end of the second quarter of fiscal year 2025.

AGILENT TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

A summary of the FY24 Plan activity is shown in the table below:

Workforce Reduction

(in millions)

Balance at October 31, 2023 $ —

Income statement expense 72

Non-cash settlements ( 7 )

Cash payments ( 54 )

Balance at October 31, 2024 $ 11

Total restructuring expense since inception of FY24 Plan $ 72

Non-cash settlements include accelerated share-based compensation expense related to workforce reductions.

Fiscal Year 2023 Plan ("FY23 Plan")

In the fourth quarter of fiscal year 2023, we initiated the restructuring plan designed to reduce costs and expenses in response to the macroeconomic conditions.

The plan included a reduction of our total headcount by approximately 400 regular employees, representing approximately 2 percent of our global workforce, and the consolidation of our excess facilities, including some site closures.

In connection with the FY23 Plan, we recorded restructuring expenses of $ 4 million in 2024 and $ 46 million, in 2023.

The restructuring plan expenses include severance, accelerated share-based compensation expense and other personnel costs associated with the workforce reduction.

The consolidation of excess facilities includes accelerated depreciation expenses of right-of-use and machinery and equipment assets, and other facilities-related costs.

The timing and scope of the workforce reductions will vary based on local legal requirements.

While the majority of the workforce reduction was completed in 2024, we expect to substantially complete the remaining restructuring activities by the end of the first quarter of fiscal year 2025.

A summary of the FY23 Plan activity is shown in the table below:

Reduction Consolidation of Excess Facilities Total

(in millions)

Balance at October 31, 2022 $ — $ — $ —

Income statement expense 33 13 46

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

Cash payments ( 1 ) — ( 1 )

Balance at October 31, 2023 $ 31 $ 5 $ 36

Income statement expense 3 1 4

Non-cash settlements — ( 1 ) ( 1 )

Cash payments ( 32 ) ( 5 ) ( 37 )

Balance at October 31, 2024 $ 2 $ — $ 2

Total restructuring expense since inception of the FY23 Plan $ 50

AGILENT TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Standard Warranty

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Our standard warranty terms typically extend to one year from the date of delivery, depending on the product.

AGILENT TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

A summary of the standard warranty accrual activity is shown in the table below.

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Historically, we have not made payments related to these obligations, and the fair value for these indemnification obligations was not material as of October 31, 2024.

AGILENT TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Other Indemnifications

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From time to time, we indemnify customers, as well as our suppliers, contractors, lessors, lessees, companies that purchase our businesses or assets and others with whom we enter into contracts, against combinations of loss, expense, or liability arising from various triggering events related to the sale and the use of our products and services, the use of their goods and services, the use of facilities and state of our owned facilities, the state of the assets and businesses that we sell and other matters covered by such contracts, usually up to a specified maximum amount.

In addition, from time to time we also provide protection to these parties against claims related to

AGILENT TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

undiscovered liabilities, additional product liability or environmental obligations.

In addition, from time to time we also provide protection to these parties against claims related to undiscovered liabilities, additional product liability or environmental obligations.

In our experience, claims made under such indemnifications are rare and the associated estimated fair value of the liability was not material as of October 31, 2024.

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The credit facility replaced the existing credit facility which was terminated on the closing date of the new facility.

During the year ended October 31, 2024, we made no borrowings or repayments under these credit facilities.

During the year ended October 31, 2023, we borrowed and repaid $ 360 million under the credit facility.

As of both October 31, 2023 and 2022, we had no borrowings outstanding under both the credit facility and the incremental revolving credit facility.

We were in compliance with the covenants for the credit facility during the year ended October 31, 2023.

As of both October 31, 2024 and 2023, we had no borrowings outstanding under either the credit facility or the incremental revolving credit facility.

On June 2, 2023 , we entered into an Uncommitted Money Market Line Credit agreement with Societe Generale which provides for an aggregate borrowing capacity of $ 300 million.

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The interest rate is set by the lender at the time of the borrowing and is fixed for the duration of the advance.

During the year ended October 31, 2023, we borrowed and repaid $ 61 million.

As of October 31, 2023, we had no borrowings outstanding under the credit facility.

During the year ended October 31, 2024, we borrowed and repaid $ 215 million under this credit facility.

During the year ended October 31, 2023, we borrowed and repaid $ 61 million under this credit facility.

As of October 31, 2024 and 2023, we had no borrowings outstanding under the credit facility.

We were in compliance with the covenants for the credit facilities during the year ended October 31, 2024.

AGILENT TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

Commercial Paper

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The proceeds from issuances under the program may be used for general corporate purposes.

During the year ended October 31, 2023, we borrowed $ 1.67 billion and repaid $ 1.70 billion.

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

During the year ended October 31, 2024, we borrowed $ 1.19 billion and repaid $ 1.15 billion under our U.S.

commercial paper program.

As of October 31, 2022, w e had borrowings of $ 35 million outstanding under the U.S.

During the year ended October 31, 2023, we borrowed $ 1.67 billion and repaid $ 1.70 billion under our U.S.

commercial paper program.

As of October 31, 2024, we had borrowings of $ 40 million outstanding under our U.S.

commercial paper program and had a weighted average annual interest rate of 4.92 percent.

AGILENT TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

commercial paper program.

In September 2024, we completed the BIOVECTRA acquisition and assumed two interest-free loans from the Strategic Innovation Fund ("SIF") in the amount of $ 20 million with $ 2 million recorded at fair value in short-term debt.

The loans are repayable in quarterly and yearly installments at a weighted average imputed interest rate of 4.7 percent.

In addition, we assumed two interest-free loans with the Atlantic Canada Opportunities Agency (“ACOA”) in the amount of $ 4 million with $ 3 million recorded at fair value in short-term debt.

The loans are repayable in monthly installments at a weighted average imputed interest rate of 4.5 percent.

LONG-TERM DEBT

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On April 15, 2022, we entered into a term loan agreement with a group of financial institutions, which provided for a $ 600 million delayed draw term loan that will mature on April 15, 2025.

As of October 31, 2023 and 2022, we had $ 600 million borrowings outstanding under the term loan facility and had weighted average interest rates of 6.22 percent and 3.98 percent, respectively.

Loans under the term loan agreement bear interest, at our option, either at:

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In addition, $ 7 million of accrued interest, up to but not including the applicable redemption date, was paid.

O n December 14, 2023, we prepaid $ 120 million of our outstanding $ 600 million term loan .

As of October 31, 2023, we had $ 600 million borrowings outstanding under the term loan facility and had a weighted average interest rate of 6.22 percent.

During the year ended October 31, 2024 , we repaid in full the outstanding $ 600 million principal amount of our term loan facility .

As of October 31, 2024, the term loan facility was terminated.

In September 2024, we completed the BIOVECTRA acquisition and assumed two interest-free loans from the Strategic Innovation Fund ("SIF") in the amount of $ 20 million with $ 18 million recorded at fair value in long-term debt.

The loans are repayable in quarterly and yearly installments through 2040 at a weighted average imputed interest rate of 4.7 percent.

In addition, we assumed two interest-free loans with the Atlantic Canada Opportunities Agency (“ACOA”) in the amount of $ 4 million with $ 1 million recorded at fair value in long-term debt.

The loans are repayable in monthly installments through 2029 at a weighted average imputed interest rate of 4.5 percent.

AGILENT TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

The following table summarizes the company's long-term senior notes:

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2030 Senior Notes 497 496

2031 Senior Notes 845 844

2034 Senior Notes 593 —

Total Senior Notes $ 3,326 $ 2,135

2026 Senior Notes

On September 22, 2016 , the company issued aggregate principal amount of $ 300 million in senior notes ("2026 senior notes").

On September 22, 2016 , we issued aggregate principal amount of $ 300 million in senior notes ("2026 senior notes").

The 2026 senior notes were issued at 99.624 % of their principal amount.

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The interest is payable semi-annually on March 22nd and September 22nd of each year and payments commenced March 22, 2017 .

The swap arrangements were terminated on September 15, 2016 with a payment of $ 10 million, and we recognized this as a deferred loss in accumulated other comprehensive income (loss) which is being amortized to interest expense over the life of the 2026 senior notes.

The remaining loss to be amortized related to the interest rate swap agreements at October 31, 2024 was $ 2 million.

AGILENT TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2027 Senior Notes

On September 16, 2019 , the company issued an aggregate principal amount of $ 500 million in senior notes ("2029 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 .

2029 Senior Notes

On September 16, 2019 , we issued an aggregate principal amount of $ 500 million in senior notes ("2029 senior notes").

The 2029 senior notes were issued at 99.316 % of their principal amount.

The notes will mature on September 15, 2029 , and bear interest at a fixed rate of 2.75 % per annum.

The interest is payable semi-annually on March 15th and September 15th of each year and payments commenced on March 15, 2020 .

In August 2019, Agilent executed treasury lock agreements for $ 250 million in connection with future interest payments to be made on our 2029 senior notes issued on September 16, 2019.

In August 2019, we executed treasury lock agreements for $ 250 million in connection with future interest payments to be made on our 2029 senior notes issued on September 16, 2019.

We designated the treasury lock as a cash flow hedge.

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The remaining loss to be amortized related to the treasury lock agreements at October 31, 2024 was $ 3 million.

AGILENT TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

2030 Senior Notes

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The interest is payable semi-annually on March 12th and September 12th of each year and payments commenced on September 12, 2021 .

All outstanding senior notes listed above are unsecured and rank equally in right of payment with all of Agilent's other senior unsecured indebtedness.

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.

The interest is payable semi-annually on March 9th and September 9th of each year and payments will commence on March 9, 2025 .

All outstanding senior notes listed above are unsecured and rank equally in right of payment with all of our other senior unsecured indebtedness.

STOCKHOLDERS' EQUITY

Stock Repurchase Program

On November 19, 2018 we announced that our board of directors had approved a new share repurchase program (the "2019 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 2019 share repurchase program authorizes the purchase of up to $ 1.75 billion of our common stock at the company's discretion and has no fixed termination date.

The 2019 repurchase program does not require the company to acquire a specific number of shares and may be suspended, amended or discontinued at any time.

During the year ended October 31, 2021, we repurchased and retired 3.1 million shares for $ 365 million under this authorization.

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

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

On February 16, 2021 we announced that our board of directors had approved a new share repurchase program (the "2021 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 2021 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 2021 repurchase program which became effective on February 18, 2021, replaced and terminated the 2019 repurchase program on that date.

The 2021 repurchase program does not require the company to acquire a specific number of shares and may be suspended, amended or discontinued at any time.

During the year ended October 31, 2021, we repurchased and retired 3.0 million shares for $ 423 million under this authorization.

On February 16, 2021 we announced that our board of directors had approved a share repurchase program (the "2021 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 2021 repurchase program which commenced on February 18, 2021, authorized the purchase of up to $ 2.0 billion, excluding excise taxes, of our common stock at the company's discretion and had no fixed termination date.

The 2021 repurchase program did not require the company to acquire a specific number of shares and could be suspended, amended or discontinued at any time.

During the year ended October 31, 2022, we repurchased and retired 8.4 million shares for $ 1,139 million under this authorization.

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

On January 9, 2023, we announced that our board of directors had approved a share repurchase program (the "2023 repurchase program") designed, among other things, to reduce or eliminate dilution resulting from issuance of stock under the

AGILENT TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

company's employee equity incentive programs.

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.

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During the year ended October 31, 2023, we repurchased and retired 3.9 million shares for $ 476 million, excluding excise taxes, under this authorization.

During the year ended October 31, 2024 we repurchased and retired 8.4 million shares for $ 1,150 million, excluding excise taxes, under this authorization.

As of October 31, 2024, we had remaining authorization to repurchase up to approximately $ 374 million of our common stock under the 2023 repurchase program.

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 will commence upon the termination of our 2023 repurchase program.

AGILENT TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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.

As a result, we recorded the applicable excise tax of $ 3.2 million during the year ended October 31, 2023 as an incremental cost of the shares repurchased and a corresponding liability for the excise tax payable in other accrued liabilities on our consolidated balance sheet.

During the year ended October 31, 2024, we recorded the applicable excise taxes payable of approximately $ 10 million 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.

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

Cash Dividends on Shares of Common Stock

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During the year ended October 31, 2022, cash dividends of $ 0.840 per share, or $ 250 million were declared and paid on the company's outstanding common stock.

On November 15, 2023 , we declared a quarterly dividend of $ 0.236 per share of common stock, or approximately $ 69 million which will be paid on January 24, 2024 , to shareholders of record as of the close of business on January 2, 2024 .

On November 20, 2024, we declared a quarterly dividend of $ 0.248 per share of common stock, or approximately $ 71 million which will be paid on January 22, 2025, to shareholders of record as of the close of business on December 31, 2024.

The timing and amounts of any future dividends are subject to determination and approval by our board of directors.

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Amounts reclassified out of accumulated other comprehensive income (loss) ( 8 ) ( 1 ) ( 12 ) ( 2 ) ( 23 )

Tax benefit 1 — 5 1 7

Tax (expense) benefit ( 3 ) — — 3 —

Other comprehensive income (loss) ( 22 ) ( 1 ) 53 ( 8 ) 22

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Details about Accumulated Other

Comprehensive Income components Amounts Reclassified

from Other Comprehensive Income Affected line item in

Comprehensive Income (Loss) components Amounts Reclassified

from Other Comprehensive Income (Loss) Affected line item in

statement of operations

Unrealized gains on derivatives $ 2 $ 36 Cost of products

Unrealized losses on derivatives ( 2 ) ( 2 ) Interest expense

Foreign currency translation $ 8 $ — Other income (expense), net

8 — Total before income tax

— ( 8 ) Provision for income tax

— — (Provision) benefit for income tax

8 — Total net of income tax

Unrealized gain (loss) on derivatives $ 4 $ 2 Cost of products

Unrealized gain (loss) on derivatives ( 2 ) ( 2 ) Interest expense

2 — Total before income tax

( 1 ) — (Provision) benefit for income tax

1 — Total net of income tax

Net defined benefit pension cost and post retirement plan costs:

Actuarial net loss ( 2 ) ( 28 ) Other (income) expense

Actuarial net gain (loss) 12 ( 2 ) Other income (expense)

Prior service benefit 1 1 Other income (expense)

13 ( 1 ) Total before income tax

— 7 Benefit for income tax

( 4 ) — (Provision) benefit for income tax

9 ( 1 ) Total net of income tax

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Amounts in parentheses indicate reductions to income and increases to other comprehensive income.

Reclassifications of prior service benefit and actuarial net loss in respect of retirement plans and post retirement pension plans are included in the computation of net periodic cost (see Note 14, "Retirement Plans and Post Retirement Pension Plans").

Reclassifications out of accumulated other comprehensive income (loss) of actuarial net gain (loss) and prior service benefit in respect of retirement plans and post retirement pension plans are included in the computation of net periodic benefit cost (income) (see Note 15, "Retirement Plans and Post Retirement Pension Plans").

SEGMENT INFORMATION

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We are a global leader in life sciences, diagnostics and applied chemical markets, providing application focused solutions that include instruments, software, services and consumables for the entire laboratory workflow.

We have three business segments comprised of life sciences and applied markets, diagnostics and genomics and Agilent CrossLab, each of which comprises a reportable segment.

All historical financial segment information has been recast to conform to this new presentation.

There was no change to our Agilent CrossLab business segment.

The three operating segments were determined based primarily on how the chief operating decision maker views and evaluates our operations.

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Other factors, including market separation and customer specific applications, go-to-market channels, products and services and manufacturing are considered in determining the formation of these operating segments.

AGILENT TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

A description of our three reportable segments is as follows:

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raman spectroscopy;

cell analysis plate based assays;

flow cytometer;

real-time cell analyzer;

cell imaging systems;

microplate reader;

laboratory software for sample tracking;

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Key product categories in consumables include GC and LC columns, sample preparation products, custom chemistries, and a large selection of laboratory instrument supplies.

AGILENT TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

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

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

This business also includes solutions that enable clinical labs to identify DNA variants associated with genetic disease and help direct cancer therapy.

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

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

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

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

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

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

Third, our pathology solutions business is focused on product offerings for cancer diagnostics and anatomic pathology workflows.

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Fifth, the reagent partnership business provides clinical flow cytometry reagents for routine cancer diagnostics.

This business also provides bulk antibodies as raw materials and associated assay development services to IVD manufacturers, biotechnology and pharmaceutical companies.

This business also provides bulk antibodies as raw materials and associated assay development services to in vitro diagnostics ("IVD") manufacturers, biotechnology and pharmaceutical companies.

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

This business also includes solutions that enable clinical labs to identify DNA variants associated with genetic disease and help direct cancer therapy.

Finally, our biomolecular analysis business provides complete workflow solutions, including instruments, consumables and software, for quality control analysis of nucleic acid samples.

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

The services portfolio include repairs, parts, maintenance, installations, training, compliance support, software as a service, asset management, consulting and various other custom services to support the customers' laboratory operations.

The services portfolio includes repairs, parts, maintenance, installations, training, compliance support, software as a service, asset management, consulting and various other custom services to support the customers' laboratory operations.

Custom services are tailored to meet the specific application needs of various industries and to keep instruments fully operational and compliant with the respective industry requirements.

A significant portion of the segments' expenses arises from shared services and infrastructure that we have historically provided to the segments in order to realize economies of scale and to efficiently use resources.

These expenses, collectively called corporate charges, include legal, accounting, tax, real estate, insurance services, information technology services, treasury, order administration, other corporate infrastructure expenses, costs of centralized research and development and joint sales and marketing costs.

These expenses, collectively called corporate charges, include finance, tax, treasury, legal, real estate, insurance services, workplace services, human resources, information technology services, corporate development and other corporate infrastructure expenses, costs of centralized research and development and joint sales and marketing costs.

Charges are allocated to the segments, and the allocations have been determined on a basis that we consider to be a reasonable reflection of the utilization of services provided to or benefits received by the segments.

In addition, we do not allocate certain costs to the operating margin for each segment because management does not include this information in its measurement of the performance of the operating segments.

Unallocated costs consist of asset impairments, amortization of acquisition-related intangible assets, acquisition and integration costs, changes in the fair value of acquisition-related contingent consideration, transformational initiatives expenses, restructuring and other related costs, business exit and divestiture costs and certain other charges.

Transformational initiatives include expenses associated with targeted cost reduction activities such as manufacturing transfers, site consolidations, legal entity and other business reorganizations, in-sourcing or outsourcing of activities.

AGILENT TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

restructuring and other related costs, business exit and divestiture costs and certain other charges.

The performance of each segment is measured based on several metrics, including segment income from operations.

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Total net revenue $ 6,510 $ 6,833 $ 6,848

Income from Operations:

Segment Income from Operations:

Life Sciences and Applied Markets $ 877 $ 1,049 $ 1,097

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SUBSEQUENT EVENT

Segment Reporting Changes .

In December 2023, we decided to re-organize our operating segments and move our cell analysis business, which currently is included in our life science and applied markets segment, to our diagnostics and genomics operating segment.

Following this re-organization, we will continue to have three businesses - life sciences and applied markets, diagnostics and genomics and Agilent CrossLab- each of which will comprise a reportable segment.

New Segment Structure.

In November 2024, we announced a change in our organizational structure to support our market-focused, customer-centric strategy.

Our diagnostics and genomics segment combined with our liquid chromatography and mass spectrometry instrument platforms will form our new life sciences and diagnostics markets segment.

Our chemistries and supplies, laboratory automation and robotics, and software and informatics divisions moved from our life sciences and applied markets segment to our Agilent CrossLab segment.

The remaining divisions in our life sciences and applied markets segment which includes our gas chromatography, gas chromatography mass spectrometry, remarketed instruments, spectroscopy and vacuum divisions will form our new applied markets segment.

Following this re-organization, we will have three businesses - life sciences and diagnostics markets, applied markets and Agilent CrossLab - each of which will comprise a reportable segment.

All historical segment financial information will be recast to conform to this new reporting structure in our financial statements and accompanying notes, beginning with our Form 10-Q filing for the first quarter of fiscal year 2025.

There will be no change to our Agilent CrossLab business segment.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

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 8. Financial Statements and Supplementary Data