What changed in this filing

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Item 9A. Controls and Procedures

2024-12-20 compared with 2023-12-20 · 46 added, 26 removed, 282 unchanged (20% of the section changed)

7 unchanged sentences

As a result of that assessment, management concluded that our internal control over financial reporting was effective as of October 31, 2024, based on criteria in Internal Control - Integrated Framework (2013) issued by the COSO.

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

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

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

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

The effectiveness of our internal control over financial reporting as of October 31, 2024 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears in Item 8 of this Annual Report on Form 10-K.

4 unchanged sentences

During the three months ended October 31, 2024, none of our officers or directors adopted , modified or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement" as each term is defined in Item 408 of Regulation S-K.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

Directors, Executive Officers and Corporate Governance

5 unchanged sentences

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

appears in Item 1 of this report under “Investor Information.” We will post amendments to or waivers from a provision of the Standards of Business Conduct with respect to those persons on our website at www.investor.agilent.com.

Information regarding our code of ethics (the company's Standards of Business Conduct) applicable to our principal executive officer, our principal financial officer, our controller and other senior financial officers appears in Item 1 of this report under “Investor Information.” We will post amendments to or waivers from a provision of the Standards of Business Conduct with respect to those persons on our website at www.investor.agilent.com.

Compliance with Section 16(a) of the Exchange Act

1 unchanged sentence

That portion of the Proxy Statement is incorporated by reference into this report.

Insider Trading Policy

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

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

Executive Compensation

27 unchanged sentences

(2) We issue securities under our equity compensation plans in forms other than options, warrants or rights.

On November 15, 2017 and March 21, 2018, the Board and the stockholders, respectively, approved the Agilent Technologies, Inc.

2018 Stock Plan (the “2018 Plan”), which was an amendment and restatement of the company’s 2009 Stock Plan, approved by the Board and the stockholders, respectively, on November 19, 2008 and March 11, 2009.

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

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

On November 15, 2017 and March 21, 2018, the Board of Directors and the stockholders, respectively, approved the Agilent Technologies, Inc.

2018 Stock Plan (the “2018 Plan”), which amends, including renaming and extending the term of, the Agilent Technologies, Inc.

2009 Stock Plan (the "2009 Plan").

The 2018 Plan provides for awards of stock-based incentive compensation to our employees (including officers) and directors.

The 2018 Plan has a term of ten years.

5 unchanged sentences

Each of those portions of the Proxy Statement is incorporated by reference into this report.

Principal Accounting Fees and Services

Information about principal accountant fees and services as well as related pre-approval policies appear under "Fees Paid to PricewaterhouseCoopers LLP" and "Policy on Preapproval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm" in the Proxy Statement.

Those portions of the Proxy Statement are incorporated by reference into this report.

Exhibits and Financial Statement Schedules

22 unchanged sentences

(pursuant to Item 601(b)(2) of Regulation S-K, schedules to the Separation and Distribution Agreement have been omitted;

they will be supple mentally provided to the SEC upon request)

they will be supplementally provided to the SEC upon request)

8-K 8/5/2014 2.1

3.1 Second A mended and Restated Certificate of Incorporation.

3.1 Second Amended and Restated Certificate of Incorporation.

8-K 3/17/2023 3.1

3.2 Amended and Restated Bylaws.

3.2 Second A mended and Restated Bylaws.

8-K 5/22/2023 3.2

27 unchanged sentences

10-K 12/19/2019 4.8

4.10 Second Supplemental Indenture, dated as of September 9, 2024 between the Company and Citibank, N.A.

and Form of Global Note for the Company's 4.200% Senior Notes due 2027

8-K 9/09/2024 4.2

4.11 Third Supplemental Indenture, dated as of September 9, 2024 between the Company and Citibank, N.A.

and Form of Global Note for the Company's 4.750% Senior Notes due 2034

8-K 9/09/2024 4.4

10.1 Agilent Technologies, Inc.

7 unchanged sentences

8-K 11/12/2004 10.2

Incorporation by Reference

Number Description Form Date Exhibit

10.4 Agilent Technologies, Inc.

9 unchanged sentences

10-K 12/21/2009 10.31

Incorporation by Reference

Number Description Form Date Exhibit

10.8 Form of Stock Option Award Agreement under the 2009 Stock Plan for non-U.S.

23 unchanged sentences

10.19 Form of Stock Award Agreement under the 2018 Stock Plan for Standard Awards granted to Employees (for awards made after November 14, 2023)*

10-K 12/20/2023 10.19

10.20 Form of Stock Option Award Agreement under the 2018 Stock Plan for non-U.S.

Employees (for awards made after November 14, 2023)*

10-K 12/20/2023 10.20

10.21 Form of Stock Award Agreement under the 2018 Stock Plan for Long-Term Performance Program Awards (for awards made after November 14, 2023)*

10-K 12/20/2023 10.21

10.22 Form of Stock Award Agreement under the 2018 Stock Plan for Retention Awards granted to Employees (for awards made on or after November 14, 2023)*

10-K 12/20/2023 10.22

Incorporation by Reference

Number Description Form Date Exhibit

10.23 Agilent Technologies, Inc.

10 unchanged sentences

10-K 12/21/2017 10.20

Incorporation by Reference

Number Description Form Date Exhibit

10.27 Agilent Technologies, Inc.

37 unchanged sentences

8-K 6/13/2023 10.1

Incorporation by Reference

Number Description Form Date Exhibit

10.40 Incremental Assumption Agreement dated as of April 21, 2021, by and among the Company, the Lenders party thereto and BNP Paribas, as Administrative Agent

7 unchanged sentences

10-Q 3/8/2016 10.1

Incorporation by Reference

Number Description Form Date Exhibit

10.43 Letter of Terms and Conditions of U.S.

7 unchanged sentences

10-K 12/21/2017 10.4

19.1 Insider Trading Policy

21.1 Significant subsidiaries of Agilent Technologies, Inc.

7 unchanged sentences

32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002.

97.1 Agilent Technologies, Inc.

Executive Compensation Clawback Policy

101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

5 unchanged sentences

* Indicates management contract or compensatory plan, contract or arrangement.

Principal Accounting Fees and Services

Those portions of the Proxy Statement are incorporated by reference into this report.

Form 10-K Summary

1 unchanged sentence

AGILENT TECHNOLOGIES, INC.

BY /s/ MICHAEL TANG

Senior Vice President,

General Counsel and Secretary

BY /s/ PADRAIG MCDONNELL

Padraig McDonnell

President and Chief Executive Officer

December 19, 2024

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Michael Tang and P.

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Bret DiMarco and P.

Diana Chiu, or either of them, his or her attorneys-in-fact, for such person in any and all capacities, to sign any amendments to this report and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that any of said attorneys-in-fact, or substitute or substitutes, may do or cause to be done by virtue hereof.

1 unchanged sentence

Signature Title Date

/s/ MICHAEL R.

MCMULLEN Director, President and Chief Executive Officer December 19, 2023

McMullen (Principal Executive Officer)

/s/ PADRAIG MCDONNELL Director, President and Chief Executive Officer December 19, 2024

Padraig McDonnell (Principal Executive Officer)

/s/ ROBERT W.

6 unchanged sentences

/s/ MALA ANAND Director December 19, 2024

BISHOP Director December 19, 2023

BRAWLEY, M.D.

16 unchanged sentences

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 9A. Controls and Procedures