Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management has evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of October 31, 2024, pursuant to and as required by Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of October 31, 2024, the company's disclosure controls and procedures, as defined by Rule 13a-15(e) under the Exchange Act, were effective and designed to ensure that (i) information required to be disclosed in the company's reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and (ii) information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.
Management's Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we assessed the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). 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.
Changes in Internal Control Over Financial Reporting
There were no changes in our internal control over financial reporting that occurred during Agilent's last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
Rule 10b5-1 Trading Arrangements
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.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III
Item 10. Directors, Executive Officers and Corporate Governance
Information regarding our directors appears under “Proposal No. 1 - Election of Directors” in our Proxy Statement for the Annual Meeting of Stockholders (“Proxy Statement”), to be held March 13, 2025. That portion of the Proxy Statement is incorporated by reference into this report. Information regarding our executive officers appears in Item 1 of this report under “Information about our Executive Officers.” Information regarding our Audit and Finance Committee and our Audit and Finance Committee's financial expert appears under “Audit and Finance Committee Report” and “Corporate Governance” in our Proxy Statement. That portion of the Proxy Statement is incorporated by reference into this report.
There were no material changes to the procedures by which security holders may recommend nominees to our Board of Directors in fiscal year 2024. 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
Information about compliance with Section 16(a) of the Exchange Act appears under “Section 16(a) Beneficial Ownership Reporting Compliance” in the Proxy Statement. 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.
Item 11. Executive Compensation
Information about compensation of our named executive officers appears under “Executive Compensation” in the Proxy Statement. Information about compensation of our directors appears under “Compensation of Non-Employee Directors” and “Compensation Committee Report” in the Proxy Statement. Those portions of the Proxy Statement are incorporated by reference into this report.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information about security ownership of certain beneficial owners and management appears under "Beneficial Ownership" in the Proxy Statement. That portion of the Proxy Statement is incorporated by reference into this report.
121
EQUITY COMPENSATION PLAN INFORMATION
The following table summarizes information about our equity compensation plans as of October 31, 2024. All outstanding awards relate to our common stock.
Plan Category Number of Securities
to be Issued upon
Exercise of
Outstanding Options,
Warrants and Rights Weighted-average
Exercise Price of
Outstanding
Options,
Warrants and
Rights Number of Securities
Remaining Available for
Future Issuance under
Equity Compensation Plans
(Excluding Securities
Reflected in Column
(a))
(a) (b) (c)
Equity compensation plans approved by security holders (1)(2)(3)
3,140,791 $ 134 40,911,061
Equity compensation plans not approved by security holders
— — —
Total 3,140,791 $ 134 40,911,061
(1) The number of securities remaining available for future issuance in column (c) includes 23,775,073 shares of common stock authorized and available for issuance under our current Employee Stock Purchase Plan ("ESPP"). The number of shares authorized for issuance under the ESPP is subject to an automatic annual increase of the lesser of one percent of the outstanding common stock of Agilent or an amount determined by the Compensation Committee of our Board of Directors. Under the terms of the ESPP, in no event shall the aggregate number of shares issued under the ESPP exceed 31 million shares.
(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 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 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 on vesting or exercisability, and cash awards. The 2018 Plan has a term of ten years.
(3) We issue securities under our equity compensation plans in forms which do not require a payment by the recipient to us at the time of exercise or vesting, including restricted stock, restricted stock units and performance units. Accordingly, the weighted-average exercise price in column (b) does not take these awards into account.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Information about certain relationships and related transactions appears under "Related Person Transactions Policy and Procedures" in the Proxy Statement. Information about director independence appears under the heading "Corporate Governance — Director Independence" in the Proxy Statement. Each of those portions of the Proxy Statement is incorporated by reference into this report.
Item 14. 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.
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PART IV
Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this report:
1. Financial Statements.
See Index to Consolidated Financial Statements under Item 8 on Page 57 of this report.
2. Financial Statement Schedule.
The following additional financial statement schedule should be considered in conjunction with our consolidated financial statements. All other schedules have been omitted because the required information is either not applicable or not sufficiently material to require submission of the schedule:
SCHEDULE II
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
Column A Column B Column C Column D Column E
Description Balance at
Beginning
of Period Additions Charged to
Expenses or
Other Accounts* Deductions Credited to Expenses or Other Accounts** Balance at
End of
Period
(in millions)
2024
Tax valuation allowance $ 112 $ 4 $ ( 3 ) $ 113
2023
Tax valuation allowance $ 115 $ 1 $ ( 4 ) $ 112
2022
Tax valuation allowance $ 120 $ 7 $ ( 12 ) $ 115
* Additions include current year additions charged to expenses and current year build due to increases in net deferred tax assets, return to provision true-ups, other adjustments and other comprehensive income impact to deferred taxes.
** Deductions include current year releases credited to expenses and current year reductions due to decreases in net deferred tax assets, return to provision true-ups, other adjustments and other comprehensive income impact to deferred taxes.
123
3. Exhibits.
Exhibits are incorporated herein by reference or are filed with this report as indicated below (numbered in accordance with Item 601 of Regulation S-K):
Incorporation by Reference
Exhibit
Number Description Form Date Exhibit
Number Filed
Herewith
2.1 Separation and Distribution Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc. (pursuant to Item 601(b)(2) of Regulation S-K, schedules to the Separation and Distribution Agreement have been omitted; they will be supplementally provided to the SEC upon request)
8-K 8/5/2014 2.1
3.1 Second Amended and Restated Certificate of Incorporation.
8-K 3/17/2023 3.1
3.2 Second A mended and Restated Bylaws.
8-K 5/22/2023 3.2
4.1 Registration Rights Agreement between Agilent Technologies, Inc. and Credit Suisse First Boston Corporation, J.P. Morgan Securities, Inc. and Salomon Smith Barney, Inc. dated November 27, 2001.
8-K 11/27/2001 99.3
4.2 Indenture, dated October 24, 2007, between Agilent Technologies, Inc. and the trustee for the debt securities.
S-3ASR 10/24/2007 4.01
4.3 Eighth Supplemental Indenture, dated as of September 22, 2016, between the Company and U.S. Bank National Association and Form of Global Note for the Company’s 3.050% Senior Note due 2026
8-K 9/22/2016 4.01
4.4 Indenture, dated as of September 16, 2019, between the Company and U.S. Bank National Association
8-K 9/16/2019 4.1
4.5 First Supplemental Indenture, dated as of September 16, 2019, between the Company and U.S. Bank National Association and Form of 2.750% Senior Note due 2029
8-K 9/16/2019 4.2
4.6 Second Supplemental Indenture, dated as of June 4, 2020, between the Company and U.S. Bank National Association and Form of 2.100% Senior Note due 2030
8-K 6/4/2020 4.1
4.7 Indenture dated as of March 12, 2021, between the Company and Citibank, N.A.
8-K 3/12/2021 4.1
4.8 First Supplemental Indenture, dated as of March 12, 2021, between the Company and Citibank, N.A. and Form of Global Note for the Company’s 2.300% Senior Notes due 2031.
8-K 3/12/2021 4.2
4.9 Description of Securities
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. 1999 Stock Plan (Amendment and Restatement Effective November 14, 2006).*
10-K 12/22/2006 10.8
10.2 Form of Award Agreement (U.S.) for grants under the Agilent Technologies, Inc. 1999 Stock Plan.*
8-K 11/12/2004 10.1
10.3 Form of Award Agreement (Non-U.S.) for grants under the Agilent Technologies, Inc. 1999 Stock Plan.*
8-K 11/12/2004 10.2
124
Incorporation by Reference
Exhibit
Number Description Form Date Exhibit
Number Filed
Herewith
10.4 Agilent Technologies, Inc. 2020 Employee Stock Purchase Plan effective May 1, 2020).*
10-Q 6/1/2020 10.1
10.5 Agilent Technologies, Inc. 2009 Stock Plan.*
DEF14A 1/27/2009 Appendix A
10.6 Form of Stock Option Award Agreement under the 2009 Stock Plan for U.S. Employees (for awards made after October 31, 2010).*
10‑K 12/20/2010 10.17
10.7 Form of Stock Option Award Agreement under the 2009 Stock Plan for U.S. Employees.*
10-K 12/21/2009 10.31
10.8 Form of Stock Option Award Agreement under the 2009 Stock Plan for non-U.S. Employees (for awards made after October 31, 2010).*
10‑K 12/20/2010 10.19
10.9 Form of Stock Option Award Agreement under the 2009 Stock Plan for non-U.S. Employees.*
10-K 12/21/2009 10.32
10.10 Form of Stock Award Agreement for Standard Awards granted to Employees (for awards made after October 31, 2010).*
10‑K 12/20/2010 10.21
10.11 Form of Stock Award Agreement under the 2009 Stock Plan for Standard Awards granted to Employees (for awards made after November 17, 2015).*
10-K 12/21/2015 10.26
10.12 Form of Stock Award Agreement under the 2009 Stock Plan for Long-Term Performance Program Awards (for awards made after November 17, 2015). *
10-K 12/21/2015 10.28
10.13 Form of Stock Award Agreement under the 2009 Stock Plan for New Executives (for awards made after November 17, 2015). *
10-K 12/21/2015 10.29
10.14 Agilent Technologies, Inc. 2018 Stock Plan.*
DEF14A 2/7/2019 Appendix B
10.15 Form of Stock Award Agreement under the 2018 Stock Plan for Standard Awards granted to Employees. *
10-Q 5/31/2018 10.1
10.16 Form of Stock Award Agreement under the 2018 Stock Plan for Long-Term Performance Program Awards. *
10-Q 5/31/2018 10.2
10.17 Form of Stock Award Agreement under the 2018 Plan for Standard Awards granted to Employees (for awards made after November 13, 2018). *
10-K 12/20/2018 10.17
10.18 Form of Stock Award Agreement under the 2018 Stock Plan for Long-Term Performance Program Awards (for awards made after November 13, 2018). *
10-K 12/20/2018 10.18
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
125
Incorporation by Reference
Exhibit
Number Description Form Date Exhibit
Number Filed
Herewith
10.23 Agilent Technologies, Inc. Supplemental Benefit Retirement Plan (Amended and Restated Effective May 20, 2014).*
10-K 12/21/2017 10.17
10.24 Agilent Technologies, Inc. Long-Term Performance Program (Amended and Restated through November 1, 2005).*
10-Q 3/9/2006 10.63
10.25 Agilent Technologies, Inc. 2005 Deferred Compensation Plan for Non-Employee Directors (Amended and Restated Effective November 18, 2009).*
10-K 12/21/2009 10.39
10.26 Agilent Technologies, Inc. 2005 Deferred Compensation Plan (Amended and Restated Effective May 20, 2014).*
10-K 12/21/2017 10.20
10.27 Agilent Technologies, Inc. 2010 Performance‑Based Compensation Plan for Covered Employees. (as adopted on November 19. 2014 )
DEF14A 2/6/2015 Annex A
10.28 Form of Amended and Restated Indemnification Agreement between Agilent Technologies, Inc. and Directors of the Company, Section 16 Officers and Board‑elected Officers of the Company.*
8-K 4/10/2008 10.1
10.29 Form of Tier I Change of Control Severance Agreement between Agilent Technologies, Inc. and the Chief Executive Officer*
10-K 12/22/2014 10.35
10.30 Form of Amended and Restated Change of Control Severance Agreement between Agilent Technologies, Inc. and Section 16 Officers (other than the Company's Chief Executive Officer).*
8-K 4/10/2008 10.3
10.31 Form of Tier II Change of Control Severance Agreement between Agilent Technologies, Inc. and Section 16 Officers (other than the Company’s Chief Executive Officer)*
10-K 12/22/2014 10.37
10.32 Form of New Executive Officer Change of Control Severance Agreement between Agilent Technologies, Inc. and specified executives of the Company (for executives hired, elected or promoted after July 14, 2009).*
10-K 12/21/2009 10.5
10.33 Form of Tier III Change of Control Severance Agreement between Agilent Technologies, Inc. and specified executives of the Company*
10-K 12/22/2014 10.39
10.34 Tax Matters Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc.
8-K 8/5/2014 10.1
10.35 Employee Matters Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc.
8-K 8/5/2014 10.2
10.36 Intellectual Property Matters Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc.
8-K 8/5/2014 10.3
10.37 Trademark License Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc.
8-K 8/5/2014 10.4
10.38 Real Estate Matters Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc.
8-K 8/5/2014 10.5
10.39 Credit Agreement, dated June 7, 2023, by and among the Company, the Lenders party thereto and BNP Paribas, as Administrative Agent.
8-K 6/13/2023 10.1
126
Incorporation by Reference
Exhibit
Number Description Form Date Exhibit
Number Filed
Herewith
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
8-K 4/22/2021 10.1
10.41 Term Loan Agreement, dated as of April 15, 2022, among the Company, the lenders party thereto, Wells Fargo Bank, National Association, as administrative agent.
8-K 4/19/2022 10.1
10.42 Letter of Terms and Conditions of U.S. Indefinite Relocation and U.S. Domestic Relocation Agreement, each by and among Michael R. McMullen and the Company*
10-Q 3/8/2016 10.1
10.43 Letter of Terms and Conditions of U.S. Indefinite Relocation and U.S. Domestic Relocation Agreement, each by and among Robert McMahon and the Company*
10-K 12/20/2018 10.41
10.44 Letter of Terms and Conditions Localization Program by and among Padraig McDonnell and the Company*
10-Q 6/1/2020 10.2
10.45 Agilent Technologies, Inc. Excess Benefit Retirement Plan (Amended and Restated Effective May 20, 2014)*
10-K 12/21/2017 10.4
19.1 Insider Trading Policy
X
21.1 Significant subsidiaries of Agilent Technologies, Inc. as of October 31, 202 4 .
X
23.1 Consent of Independent Registered Public Accounting Firm.
X
24.1 Powers of Attorney. Contained in the signature page of this Annual Report on Form 10-K.
X
31.1 Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002.
X
31.2 Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002.
X
32.1 Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002.
X
32.2 Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002.
X
97.1 Agilent Technologies, Inc. Executive Compensation Clawback Policy
X
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. X
101.SCH XBRL Taxonomy Extension Schema Document. X
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document. X
101.LAB XBRL Taxonomy Extension Label Linkbase Document. X
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document. X
101.DEF XBRL Taxonomy Extension Definition Linkbase Document. X
* Indicates management contract or compensatory plan, contract or arrangement.
127
Item 16. Form 10-K Summary
None.
128
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
AGILENT TECHNOLOGIES, INC.
BY /s/ PADRAIG MCDONNELL
Padraig McDonnell
President and Chief Executive Officer
Date: December 19, 2024
129
POWER OF ATTORNEY
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. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
Signature Title Date
/s/ PADRAIG MCDONNELL Director, President and Chief Executive Officer December 19, 2024
Padraig McDonnell (Principal Executive Officer)
/s/ ROBERT W. MCMAHON Senior Vice President and Chief Financial Officer December 19, 2024
Robert W. McMahon (Principal Financial Officer)
/s/ RODNEY GONSALVES Vice President, Corporate Controllership December 19, 2024
Rodney Gonsalves (Principal Accounting Officer)
/s/ KOH BOON HWEE Chairman of the Board of Directors December 19, 2024
Koh Boon Hwee
/s/ MALA ANAND Director December 19, 2024
Mala Anand
/s/ OTIS W. BRAWLEY, M.D. Director December 19, 2024
Otis W. Brawley, M.D.
/s/ G. MIKAEL DOLSTEN, M.D., PH.D. Director December 19, 2024
G. Mikael Dolsten, M.D., PH.D.
/s/ HEIDI KUNZ Director December 19, 2024
Heidi Kunz
/s/ DANIEL K. PODOLSKY, M.D. Director December 19, 2024
Daniel K. Podolsky, M.D.
/s/ SUE H. RATAJ Director December 19, 2024
Sue H. Rataj
/s/ GEORGE A. SCANGOS, Ph.D. Director December 19, 2024
George A. Scangos, Ph.D.
/s/ DOW R. WILSON Director December 19, 2024
Dow R. Wilson
130