A 10-K & 10-Q changes, risk factors and insider trading

Our income could be harmed if we are unable to adjust our purchases to reflect market fluctuations, including those caused by the seasonal nature of the markets in which we operate. The sales of our products and services are dependent, to a large degree, on customers whose industries are subject to seasonal trends in the demand for their products. During a market upturn, we may not be able to purchase sufficient supplies or components to meet increasing product demand, which could materially affect our results. In the past, we have experienced a shortage of parts for some of our products. In addition, some of the parts that require custom design are not readily available from alternate suppliers due to their unique design or the length of time necessary for design work. Should a supplier cease manufacturing such a component, we would be forced to reengineer our product. In addition to discontinuing parts, suppliers may also extend lead times, limit supplies or increase prices due to capacity constraints or other factors. In order to secure components for the production of products, we may enter into non-cancelable purchase commitments with vendors, or at times make advance payments to suppliers, which could impact our ability to adjust our inventory to declining market demands. If demand for our products is less than we expect, we may experience additional excess and obsolete inventories and be forced to incur additional expenses.expenses, which could adversely affect our income.

Our future success depends partly on the continued service of our key research, engineering, sales, marketing, manufacturing, executive and administrative personnel. If we fail to retain and hire a sufficient number of these personnel, we will not be able to maintain or expand our business. We believe our pay levels are very competitive within the regions that we operate. However, there is intense competition for certain highly technical specialties in geographic areas where we continue to recruit, and it may become more difficult to hire and retain our key employees.

In the normal course of business, we frequently engage in discussions with third parties relating to possible acquisitions, strategic investments and alliances, joint ventures and divestitures, and generally expect to complete several transactions per year. In addition, we may decide to exit a particular business within our product portfolio. As a result of such transactions, our financial results may differ from our own or the investment community's expectations in a given fiscal quarterquarter, fiscal year, or over the long term. We may have difficulty developing, manufacturing and marketing the products of a newly acquired company in a way that enhances the performance of our combined businesses or product lines. Acquired businesses may also expose us to new risks and new markets, and we may have difficulty addressing these risks in a cost effective and timely manner. Transactions such as acquisitions have resulted, and may in the future resultresult, in,in unexpected significant costs and expenses. In the future, we may be required to record charges to earnings during the period if we determine there is an impairment of goodwill or intangible assets, up to the full amount of the value of the assets, or, in the case of strategic investments and alliances, consolidate results, including losses, of third parties or write down investment values or loans and convertible notes related to the strategic investment.

A successful divestiture depends on various factors, including our ability to effectively transfer liabilities, contracts, facilities and employees to the purchaser, identify and separate the intellectual property to be divested from the intellectual property that we wish to keep and reduce fixed costs previously associated with the divested assets or business. In addition, if customers of the divested business do not receive the same level of service from the new owners, this may adversely affect our other businesses to the extent that these customers also purchase other Agilent products. In exiting a business, we may still retain liabilities associated with the support and warrantywarranties for products of those businesses and other indemnification obligations. All of these efforts require varying levels of management resources, which may divert our attention from other business operations. If we do not realize the expected benefits or synergies of such transactions, our consolidated financial position, results of operations, cash flows and stock price could be negatively impacted.

Public health crises such as the COVID-19 pandemic may adversely impact, and pose risks to, certain elements of our business, results of operations and financial condition, the nature and extent of which are highly uncertain and unpredictable.

Our global operations expose us to risks associated with public health crises, including epidemics and pandemics such as COVID-19.pandemics. Public health crises, and any related remediation measures such as quarantine, curfew and other travel and activity restrictions, may impact our operations and sales and delivery of products and services. Our supply chain has in the past and may in the future be impacted, and we could experience disruptions or delays in shipments of certain materials or components of our products. We may be unable to accurately predict the full extent and duration of the impact of a public health crisis on our business and operations due to numerous uncertainties, including the duration and severity of the crisis, the efficacy and distribution of vaccines, containment measures and additional waves of infection.

Our customers and we are subject to various significant international, federal, state and local regulations, including but not limited to regulations in the areas of health and safety, packaging, product content, employment, labor and immigration, import/export controls, trade restrictions and anti-competition. In addition, as a global organization, we are subject to data privacy and security laws, regulations, and customer-imposed controls in numerous jurisdictions as a result of having access to and processing confidential, personal, sensitive and/or patient health data in the course of our business. Global privacy laws, including the EU's General Data Protection Regulation ("GDPR”), Brazil’s Lei Geral de Protecao de Dados, the California Consumer Privacy Act andRegulation, China’s Personal Information Protection Law and Data Security Law, the California Consumer Privacy Act and Brazil’s Lei Geral de Protecao de Dados, apply to our activities involving the processing of personal data, both in relation to our product and service offerings and the management of our workforce. The global proliferation of privacy laws, with governmental authorities around the world passing or considering passing legislative and regulatory proposals concerning privacy and data protection, continues to result in new requirements regarding the handling of personal data and when personal data may be transferred outside the country where it was collected. Many such laws impose significant penalties for non-compliance (including possible fines of up to four percent of total company revenue under the GDPRGeneral Data Protection Regulation or orders to stop processing personal data in a particular jurisdiction). Each of these privacy, security and data protection laws and regulations could impose significant limitations and increase our cost of providing our products and services where we process personal data and could harm our results of operations and expose us to significant fines, penalties and other damages.

These regulations are complex, change frequently and have tended to become more stringent over time. We may be required to incur significant expenses to comply with these regulations or to remedy any violations of these regulations. Any failure by us to comply with applicable government regulations could also result in the cessation of our operations or portions of our operations, product recalls or impositions of fines, suspension of government contracts or debarment,debarment and restrictions on our ability to carry on or expand our operations. In addition, because many of our products are regulated or sold into regulated industries, we must comply with additional regulations in marketing our products. We develop, configure and market our products in conformance with these regulations to meet customer needs created by these regulations.needs. Any significant change in these regulations could reduce demand for our products, force us to modify our products to comply with new regulations or increase our costs of producing these products. If demand for our products is adversely affected or our costs increase, our operating results and business would suffer.

Our products and operations are also often subject to the rules of industrial standards bodies, like the International Standards Organization, as well as regulation by other agencies such as the FDA.Food and Drug Administration. We also must comply with work safety rules. If we fail to adequately address any of these regulations, our businesses could be harmed.

We are subject to extensive regulation by the FDAFood and Drug Administration and certain similar foreign regulatory agencies, and failure to comply with such regulations could harm our reputation, business, financial condition and results of operations.

A number of our products and services are subject to regulation by the FDA,Food and Drug Administration, the U.S. Department of Health and Human Services, the Centers for Medicare & Medicaid Services and certain similar foreign regulatory agencies. In addition, a number of our products and services may in the future be subject to regulation by the FDAFood and Drug Administration and certain similar foreign regulatory agencies. These regulations govern a wide variety of product and service-related activities, from quality management, design and development to manufacturing, labeling, promotion, salessales, distribution and distribution.post-market surveillance. In addition, we are subject to inspections by these and other regulatory authorities. If we or any of our suppliers, distributors or customers fail to comply with FDAFood and Drug Administration regulations and other applicable regulatory requirements or are perceived to potentially have failed to comply, we may face, among other things, warning letters; adverse publicity affecting both us and our customers; investigations or notices of non-compliance, fines, injunctions, and civil or criminal penalties; import or export restrictions; partial suspensions or total shutdown of production facilities or the imposition of operating restrictions; suspension or revocation of our license to operate, increased difficulty in obtaining required FDAFood and Drug Administration clearances or approvals or foreign equivalents; seizures or recalls of our products or those of our customers; corresponding customer and third party claims; or the inability to sell our products. Any such FDAFood and Drug Administration or other regulatory agency actions could disrupt our business and operations, lead to significant remedial costs and have a material adverse impact on our financial position and results of operations. In addition, the global regulatory environment has become increasingly stringent for our products and services. For example, in May 2022, the EU hasbegan started to enforce new requirements, known asenforcing the EU In Vitro Diagnostic Regulation (the “EU IVDR”),Regulation, which imposes stricter requirements for the marketing and sale of in vitro diagnostics in the European Union.EU. These new regulations are more stringent in a variety of areas, including clinical evidence requirements, quality management systems and post-market surveillance activities. The new EU IVDR requirements became effective starting in May 2022. Failure to meet these requirements could adversely impact our business in the EU and other regions that tie their product registrations to the EU requirements.

Some of our products and related consumables are used in conjunction with chemicals whose manufacture, processing, distribution and notification requirements are regulated by the U.S. Environmental Protection Agency (“EPA”) under the Toxic Substances Control Act ("TSCA") and by regulatory bodies in other countries under similar laws, to prevent unreasonable risks to human health or the environment. Under the TSCA,Toxic Substances Control Act, the EPAEnvironmental Protection Agency has authority to require reporting, record-keeping and testing, and to implement restrictions relating to chemical substances and/or mixtures. The TSCAToxic Substances Control Act prohibits persons from manufacturing (domestic production or importation of) any chemical in the United States that has not been reviewed by the EPAEnvironmental Protection Agency for its effect on health and safety or which is not listed on the EPAEnvironmental TSCAProtection Agency Toxic Substances Control Act chemical substance inventory. We must ensure conformance of the manufacturing, storing, processing, distribution of and notification about these chemicals to these laws and adapt to regulatory requirements in all applicable countries as these requirements change. If we fail to comply with the notification, record-keeping and other requirements in the manufacture or distribution of our products, then we could be subject to civil penalties, criminal prosecution and, in some cases, prohibition from distributing or marketing our products until the products or component substances are brought into compliance.

Our current and historical manufacturing and research and development processes and facilities are subject to various foreign, federal, state and local environment protection and health and safety laws and regulations. As a result, we may become subject to liabilities for environmental contamination, and these liabilities may be substantial. Although our policy is to apply strict standards for environmental protection and health and safety at our sites inside and outside the United States, we may not be aware of all conditions that could subject us to liability. Further, in the event that any future climate change legislation would require that stricter standards be imposed by domestic or international environmental regulatory authorities, we may be required to make certain changes and adaptations to our manufacturing processes and facilities. We cannot predict how changes will affect our business operations or the cost of compliance to us, our customers or our suppliers. Failure to comply with these environmental protection and health and safety laws and regulations could result in civil, criminal, regulatory, administrative or contractual sanction,sanctions, including fines, penalties or suspensions, restrictions on our operations and reputational damage. If we have any violations of, or incur liabilities pursuant to these laws or regulations, our financial condition and operating results could be adversely affected.

Use of AI to improve internal business operations, or in the development or provision of products or services, poses risks and challenges. AI can pose risks from an intellectual property, confidential data leakage, data protection,protection and privacy perspective, as well as raise ethical concerns, compliance issues, and security risks. The input of confidential information or trade secrets into AI systems may result in the loss of intellectual property, proprietary rights, or attorney-client privilege in such information or trade secrets. The use of AI technologies for developing products or services may adversely affect or preclude the company’s intellectual property rights in such products or services, or may expose the company to liability related to the infringement, misappropriation or other violation of third-party intellectual property. The use of AI technologies with personally identifiable information may also result in legal liability. Further, particularly given the nascent stage of the technology, the use of AI can lead to unintended consequences, including the generation of outputs that appear correct but are factually inaccurate, misleading, or that result in unintended biases and discriminatory outcomes, or are otherwise flawed, which could harm our reputation and business and expose us to risks related to such inaccuracies or errors in these outputs.

From time to time, third parties may claim that one or more of our products or services infringe their intellectual property rights. We analyze and take action in response to such claims on a case by case basis. Any dispute or litigation regarding patents or other intellectual property could be costly and time-consuming due to the complexity of our technology and the uncertainty of intellectual property litigation and could divert our management and key personnel from our business operations. A claim of intellectual property infringement could force us to enter into a costly or restrictive license agreement, which mightcould not be available under acceptable terms or at all, could require us to redesign our products, which would be costly and time-consuming, and/or could subject us to significant damages or to an injunction against the development and sale of certain of our products or services. Our intellectual property portfolio may not be useful in asserting a counterclaim, or negotiating a license, in response to a claim of intellectual property infringement. In certain of our businesses, we rely on third-party intellectual property licenses, and we cannot ensure that these licenses will continue to be available to us in the future or can be expanded to cover new products on favorable terms or at all.

We may need to spend significant resources monitoring and enforcing our intellectual property rights, and we may not be aware of or able to detect or prove infringement by third parties. Our competitive position may be harmed if we cannot detect infringement and enforce our intellectual property rights quickly or at all. In some circumstances, we may choose to not pursue enforcement because an infringer has a dominant intellectual property position or for other business reasons. In addition, competitors mightcould avoid infringement by designing around our intellectual property rights or by developing non-infringing competing technologies. Intellectual property rights and our ability to enforce them may be unavailable or limited in some countries, which could make it easier for competitors to capture market share and could result in lost revenues.revenue. Furthermore, some of our intellectual property is licensed to others which may allow them to compete with us using that intellectual property.

Because we cannot immediately adapt our production capacity and related cost structures to rapidly changing market conditions, when demand does not meet our expectations, our manufacturing capacity may exceed our production requirements. If during ana economicmarket downturn we had excess manufacturing capacity which could occur due to our plans to expand certain manufacturing capacities,capacity, then our fixed costs associated with excess manufacturing capacity would adversely affect our gross margins and operating results. If, during a general market upturn or an upturn in one of our segments, we cannot increase our manufacturing capacity to meet product demand, we may not be able to fulfill orders in a timely manner which could lead to order cancellations, contract breaches or indemnification obligations. This inability could materially and adversely limit our ability to improve our gross margins and operating results.

As part of our efforts to streamline operations and to manage costs, we outsource aspects of our manufacturing processes and other functions and continue to evaluate additional outsourcing. If our contract manufacturers or other outsourcers fail to perform their obligations in a timely manner or at satisfactory quality levels, our ability to bring products to market and our reputation could suffer. For example, during a market upturn, our contract manufacturers may be unable to meet our demand requirements, which may preclude us from fulfilling our customers' orders on a timely basis. The ability of these manufacturers to perform is largely outside of our control. If one or more of the third-party package delivery or other logistics providers we use experiences a significant disruption in services or institutes a significant price increase, we may have to seek alternative providers, which could result in increased costs, and/or delay the delivery of our products. Additionally, changing or replacing our contract manufacturers, logistics providers or other outsourcers could cause disruptions or delays. In addition, we outsource significant portions of our information technology ("IT") and other administrative functions. Since ITinformation technology is critical to our operations, any failure to perform on the part of our ITinformation technology providers could impair our ability to operate effectively. In addition to the risks outlined above, problems with manufacturing or ITinformation technology outsourcing could result in lower revenue and unexecuted efficiencies and impact our results of operations and our stock price.

Our factories, facilities and distribution system are subject to the risk of catastrophic loss due to fire, flood, terrorism, public health crises, increasing severity or frequency of extreme weather events, or other climate-change related risks, including resource scarcity, rationing or unexpected costs from increases in fuel and raw material prices that may be caused by extreme weather conditions. In addition, several of our facilities could be subject to a catastrophic loss caused by earthquake due to their locations. Our production facilities, headquarters and laboratories in California, and our production facilities in Japan, are all located in areas with above-average seismic activity. In addition, our facilities in California are susceptible to extreme weather conditions such as drought, flooding and wildfires. If any of our facilities were to experience a catastrophic loss, it could disrupt our operations, delay production, shipments and revenue and result in large expenses to repair or replace the facility. If such a disruption were to occur, we could breach agreements, our reputation could be harmed, and our business and operating results could be adversely affected. In addition, because we have consolidated our manufacturing facilities and we may not have redundant manufacturing capability readily available, we are more likely to experience an interruption to our operations in the event of a catastrophe in any one location. Although we carry insurance for property damage and business interruption, these coverages are subject to deductibles as well as caps and may not be sufficient to cover the entirety of potential losses in certain catastrophic events. We do not carry insurance or financial reserves for interruptions or potential losses arising from earthquakes or terrorism. Also, our third-party insurance coverage will vary from time to time in both type and amount depending on availability, cost and our decisions with respect to risk retention. Economic conditions and uncertainties in global markets may adversely affect the cost and other terms upon which we are able to obtain third-party insurance. If our third-party insurance coverage is adversely affected or to the extent we have elected to self-insure, we maywould be at a greater risk that our financial condition will be harmed by a catastrophic loss.

We are party to a $1.5 billion five-year unsecured credit facility that will expire on June 7, 2028.2028, Furthermore,pursuant to which we are permitted pursuant to the credit agreement to establish an incremental revolving credit facility of up to $750 million. We also entered into an Uncommitted Money Market Line Credit agreement which provides for an aggregate borrowing capacity of $300 million. Under our U.S. commercial paper program, the company may issue and sell unsecured, short-term promissory notes in the aggregate principal amount not to exceed $1.5 billion with up to 397-day maturities. As of October 31, 2024,2025, we had approximately $3.4 billion in outstanding indebtedness which included an aggregate outstanding principal amount of $3.3 billion in unsecured senior notes. We may borrow additional amounts in the future and use the proceeds from any future borrowing for general corporate purposes, future acquisitions, expansion of our business or repurchases of our outstanding shares of common stock.

As of October 31, 2024,2025, we had cash and cash equivalents of approximately $1,329$1,789 million invested or held in a mix of money market funds, time deposit accounts and bank demand deposit accounts. Disruptions and volatility in the financial markets may, in some cases, result in an inability to access assets such as money market funds that traditionally have been viewed as highly liquid or hinder our ability to borrow money in the amounts, at interest rates or upon the more favorable terms and conditions that mightcould be available under different economic circumstances. Any failure of our counterparty financial institutions or funds in which we have invested may adversely impact our cash and cash equivalent positions and, in turn, our operating results and financial condition.

The following discussion should be read in conjunction with the consolidated financial statements and notes thereto included elsewhere in this Annual Report on Form 10-K. This report contains forward-looking statements including, without limitation, statements regarding growth opportunities, including for and in our end markets, new product and service introductions, the position and strength of our businesses, products and services, market demand for and adoption of our products and solutions, the ability of our products and solutions to address customer needs and meet industry requirements, our focus on enhancing our customers' experience, delivering differentiated product solutions and driving productivity improvements, leveraging our product platforms to maximize growth, our investments, including in manufacturing infrastructure, research and development and expanding and improving our applications and solutions portfolios, expanding our position in developing countries and emerging markets, our contributions to our defined benefit plans, our hedging programs and other actions to offset the effects of foreign currency and interest rate movements, our future effective tax rate, unrecognized tax benefits, reimbursement incentives, our ability to satisfy our liquidity requirements, including through cash generated from operations, the potential impact of adopting new accounting pronouncements, indemnification obligations, our sales, our purchase commitments, our capital expenditures, the integration, effects and timing of our acquisitions and other transactions, expense reduction and other results from our restructuring programs and other cost saving initiatives, our stock repurchase program and dividends, macroeconomic and market conditions, including relating to or arising from changes to tariffs, import/export or trade policies, the recovery and health of our end markets, seasonality, mix, future financial results, our operating margin, our geographical diversification, interest rates, inflationary pressures and local regulations and restrictions, that involve risks and uncertainties. Our actual results could differ materially from the results contemplated by these forward-looking statements due to various factors, including those discussed in Part I Item 1A and elsewhere in this Annual Report on Form 10-K.

Agilent TechnologiesTechnologies, Inc. ("wewe,", "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.

Agilent's net revenue of $6,510$6,948 million in 20242025 decreasedincreased 57 percent when compared to 2023.2024. Foreign currency movements for 2024 had noThe overall impacteffect onof revenue growth when compared to 2023. Net revenue declined in our life sciences and applied markets and diagnostics and genomics segments, mostly in the pharmaceutical market, due primarily to the overall pressures on our customers' capital expenditure spending which continued in 2024. Revenue declines were partially offset by revenue growth in our Agilent CrossLab segment. Revenue in the life sciences and applied markets business decreased 8 percent in 2024 when compared to 2023. Foreignforeign currency movements had no overall impact on revenue growth in 2024the year ended October 31, 2025 when compared to 2023.2024. For the year ended October 31, 2025, net revenue growth came from all of our segments, all geographic regions we serve and most of our key end markets when compared to the same period last year. Revenue from our BIOVECTRA acquisition contributed approximately 2 percentage points in 2025. Revenue in the diagnosticsLife Sciences and genomicsDiagnostics businessMarkets decreasedsegment 6increased 11 percent in 20242025 when compared to 2023.2024. ForeignThe overall effect of foreign currency movements had noa overall1 percentage point favorable impact on revenue growth in 20242025 when compared to 2023.2024. Revenue from our BIOVECTRA acquisition contributed approximately 5 percentage points in 2025. Revenue in the Agilent CrossLab business increased 56 percent in 20242025 when compared to 2023.2024. ForeignThe overall effect of foreign currency movements had no overall impact on revenue growth in 20242025 when compared to 2023.2024. Revenue in the Applied Markets segment increased 1 percent in 2025 when compared to 2024. The overall effect of foreign currency movements had a 1 percentage point unfavorable impact on revenue growth in 2025 when compared to 2024.

Agilent's net revenue of $6,833$6,510 million wasdecreased slightly5 downpercent in 20232024 when compared to 2022.2023. ForeignThe overall effect of foreign currency movements forhad 2023no impact on revenue growth in 2024 when compared to 2023. Net revenue declined in our Life Sciences and Diagnostics Markets and Applied Markets segments, mostly in the pharmaceutical market, due primarily to the overall pressures on our customers' capital expenditure spending which continued in 2024. Revenue declines were partially offset by revenue growth in our Agilent CrossLab segment. Revenue in the Life Sciences and Diagnostics Markets segment decreased 11 percent in 2024 when compared to 2023. The overall effect of foreign currency movements had anno impact on revenue growth in 2024 when compared to 2023. Revenue in the Agilent CrossLab segment increased 3 percent in 2024 when compared to 2023. The overall effect of foreign currency movements had a 1 percentage point unfavorable impact on revenue growth ofin 2 percentage points2024 when compared to 2022. Net revenue declined in our life sciences and applied markets segment, in the pharmaceutical market and in the Asia Pacific region primarily related to weaker demand in China and an overall pressure on our customers' capital expenditures compared to 2022. The net revenue decline was partially offset by revenue growth from our other segments primarily in Agilent CrossLab.2023. Revenue in the lifeApplied sciencesMarkets and applied markets businesssegment decreased 37 percent in 20232024 when compared to 2022.2023.The Foreignoverall effect of foreign currency movements had an overall unfavorableno impact on revenue growth of 2 percentage points in 20232024 when compared to 2022. Revenue in the diagnostics and genomics business decreased 1 percent in 2023 when compared to 2022. Foreign currency movements had an overall unfavorable impact on revenue growth of 2 percentage points in 2023 when compared to 2022. Revenue in the Agilent CrossLab business increased 8 percent in 2023 when compared to 2022. Foreign currency movements had an overall unfavorable impact on revenue growth of 2 percentage points in 2023 when compared to 2022.2023.

Net income was $1,289$1,303 million in 20242025 compared to net income of $1,240$1,289 million and $1,254$1,240 million in 20232024 and 2022,2023, respectively. Net income in 2025 was favorably impacted by several tax benefits that reduced our overall tax provision. Net income in 2024 was impacted by cost-saving initiatives and higher interest income. Net income in 2023 was impacted by the asset impairment charges primarily related to the exit of our Resolution Bioscience business and lower tax expense. Net income in 2022 was impacted by higher sales volume partially offset by supply chain, logistics and inflationary pressures increasing our costs. As of October 31, 20242025 and 2023,2024, we had cash and cash equivalents balances of $1,329$1,789 million and $1,590$1,329 million, respectively.

2021 Repurchase Program. During the year ended October 31, 2022, we repurchased and retired 8.4 million shares for $1,139 million under this authorization. During the year ended October 31, 2023, we repurchased and retired 661,739 shares for $99 million, excluding excise taxes, under this authorization. On March 1, 2023, the 2021 repurchase program was terminated and the remaining authorization of $339 million expired.

2023 Repurchase Program. 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 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. The 2023 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 2023 repurchase program commenced on March 1, 2023, and alsowas terminatedcompleted andin replacedSeptember the 2021 repurchase program.2025. 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. During the year ended October 31, 2025 we repurchased and retired 3.0 million shares for $374 million, excluding excise taxes, under this authorization. As of October 31, 2024,2025, we had no remaining authorization to repurchase up to approximately $374 million of our common stock under the 2023 repurchase program.

2024 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 commencecommenced upon the terminationcompletion of our 2023 repurchase program in September 2025. During the year ended October 31, 2025 we repurchased and retired 381,670 shares for $51 million excluding excise taxes, under this authorization. As of October 31, 2025, we had remaining authorization to repurchase up to approximately $1.9 billion of our common stock under the 2024 repurchase program.

Excise Taxes. 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. DuringWe the year ended October 31, 2024, we recordedrecord the applicable excise taxes payable related to repurchases of approximatelyour $10common millionstock 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. InFor fiscalshare repurchases made during the year 2023,ended October 31, 2025, we recorded the applicable excise taxes payable of approximately $3 million. During fiscal year 2024 and 2023, we recorded the applicable excise taxes payable of approximately $10 million relatedand to$3 sharesmillion, repurchasedrespectively, which were paid in 2023the andfiscal paidyear following the tax in 2024.repurchases.

On November 20,19, 2024,2025, we declared a quarterly dividend of $0.248$0.255 per share of common stock, or approximately $71$72 million which will be paid on January 22,28, 2025,2026, to shareholders of record as of the close of business on DecemberJanuary 31,6, 2024.2026. The timing and amounts of any future dividends are subject to determination and approval by our board of directors.

Looking forward,Forward. ourOur primary focus remains on enhancing our customers’ experience, delivering differentiated product solutions and driving productivity improvements. WhileAfter customeran extended period of constrained capital spending, many customers' ability to spend capital budgets continuehas begun to benormalize, constrained, we anticipate a gradual and steady recovery inwith the short-term.exception of customers receiving funding from the U.S. federal government. We also remain optimistic about the long-term health of our key end markets. AlthoughWhile the recent tariff changes adversely impacted our costs of revenue beginning in the second half of fiscal year 2025, we expect to substantially mitigate the impact during our fiscal year 2026. With inflationary and tariff-related pressures remaining fluid, we are uncertain,actively wepursuing willmitigation continue to mitigate their impactstrategies through supply chain optimization, targeted pricing strategiesactions, and various other cost-savingcost-efficiency initiatives.initiatives to protect margins and sustain long-term growth.

The discount rate is used to determine the present value of future benefit payments at the measurement date - October 31 for both U.S. and non-U.S. plans. For 20242025 and 2023,2024, the U.S. discount rates were based on the results of matching expected plan benefit payments with cash flows from a hypothetically constructed bond portfolio. In 2024,2025, discount rates for the U.S. defined benefit plans and post-retirement benefit plans decreased compared to the previous year due to the decrease in the corporate bond rates. For 20242025 and 2023,2024, the discount rates for non-U.S. defined benefit plans were generally based on published rates for high quality corporate bonds and in 2024,2025, mostly decreasedincreased compared to the previous year. If we had changed our discount rate by 1 percent, the impact would have been approximately $1 million on U.S. defined benefit plans and post-retirement benefit plans expense and $11$12 million on non-U.S. defined benefit plans expense for the year ended October 31, 2024.2025. Lower discount rates usually increase present values of the pension benefit obligation and subsequent year pension expense; higher discount rates usually decrease present values of the pension benefit obligation and subsequent year pension expense.

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. For U.S. defined benefit plans, gains and losses are amortized over the average future lifetime of participants using the corridor method. For most non-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.

Equity securities include exchange-traded common stock and preferred stock of companies from broadly diversified industries. Fixed income securities include a global portfolio of corporate bonds of companies from diversified industries, government securities, mortgage-backed securities, asset-backed securities, derivative instruments and other. The annuity contracts are insurance buy-in contracts issued by a third-party insurance company to cover the benefit obligations of all participants under the U.K. defined benefit plan and are funded with existing pension plan assets with no adjustment made to the benefit obligations. Real estate securities include holdings of managed investment funds which invest primarily in the equity instruments of real estate investment trusts and other similar real estate investments. Other investments include a group trust consisting primarily of private equity partnerships.

The expected long-term return on plan assets is estimated using current and expected asset allocations as well as historical and expected returns. Plan assets are valued at fair value. If we had changed our estimated return on assets by 1 percent, the impact would have been $4$5 million on U.S. defined benefit plans and post-retirement benefit plans expense and $8$9 million on non-U.S. defined benefit plans expense for the year ended October 31, 2024.2025. The total net periodic pension and post-retirement benefit costs recorded were a $24 million benefit in 2025, $9 million benefit in 2024,2024 and $6 million expense in 2023 and $2 million benefit in 2022.2023. These costs included a loss on settlement of $2$15 million, $4$2 million and $4 million, for the years ended October 31, 2024,2025, 20232024 and 2022,2023, respectively. In 2025, a settlement loss of $14 million was recognized in connection with the buy-out of our Netherlands defined benefit pension plan.

At the beginning of fiscal year 2024,2025, in connection with the change in our segment reporting, we assessed goodwill impairment for our three reporting units which consisted of our three segments: lifeLife sciencesSciences and appliedDiagnostics markets,Markets, diagnosticsAgilent CrossLab and genomicsApplied and Agilent CrossLab.Markets. We performed a quantitative test for goodwill impairment of the three reporting units as of November 1, 2023,2024, due to the change in our segment structure.structure, Asand ofbased Novemberon 1,the 2023,results, there was no impairment of goodwill.

In fiscal year 2024,2025, we again assessed goodwill impairment for our three reporting units which consisted of our three operating segments: lifeLife sciencesSciences and appliedDiagnostics markets,Markets, diagnosticsAgilent CrossLab and genomicsApplied and Agilent CrossLab.Markets. We performed a qualitative test for goodwill impairment of the three reporting unitsunits, as of September 30, 2024,2025, our annual impairment test date. Based on the results of our qualitative testing, therewe wasbelieve nothat impairmentit is more-likely-than-not that the fair values of goodwillthese asreporting ofunits Septemberare 30,greater 2024.than their respective carrying values. 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, 2024,2025, 20232024 and 2022.2023.

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 reflects the pattern in which the economic benefits are consumed or used up or a straight-line method ranging from 62 monthsyears to 1513 years. Our determination of the fair value of the intangible assets acquired involves the use of significant estimates and assumptions. Specifically, our determination of the fair value of the developed product technology and in-process research and development ("IPR&D") acquired involves significant estimates and assumptions related to revenue growth rates and discount rates. Our determination of the fair value of customer relationships acquired involves significant estimates and assumptions related to revenue growth rates, discount rates, and customer attrition rates. Our determination of the fair value of the trade name acquired involves 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. IPR&D is initially capitalized at fair value as an intangible asset with an indefinite life and assessed for impairment thereafter. When the IPR&D project is complete, it is reclassified as an amortizable purchased intangible asset and is amortized over its estimated useful life. If an IPR&D project is abandoned, we will record a charge for the value of the related intangible asset to our consolidated statement of operations in the period it is abandoned.

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. As of October 31, 2025 and 2024, we do not have any indefinite-lived intangible assets.

During fiscal years 2025 and 2023, there were no impairments of 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 lifeApplied sciences and applied marketsMarkets segment. There were no impairments of indefinite-lived intangible assets during fiscal years 2023 and 2022.

Summary of Restructuring Plans. In fiscal year 2025, we announced a restructuring plan designed to optimize our management structure to better serve our customers. 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 businessoperating segments. The costs associated with these restructuring plans were not allocated to our businessoperating segments' results; however, each businessoperating segment will benefit from the future cost savings from these actions. When completed, the restructuring programs are expected to result in the reduction in annual cost of sales and operating expenses over the three businessoperating segments.

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

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

In connection with the FY24 Plan, we have recorded restructuring expenses of $1 million and $72 million in fiscal yearyears 2024.2025 and 2024, respectively. The costs associated with this workforce reduction includeincluded severance, accelerated share-based compensation expense and other personnel-related costs. TheWe timinghave completed all workforce management actions and scopepayments ofin connection with the workforceFY24 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. When completed, the restructuring program is expected to result in the reduction of approximately $100 million in annual cost of sales and operating expenses over our three business segments.Plan.

In the fourth quarter of fiscal year 2023, we initiated thea 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 and $46 million in 2024 and $462023, million, in 2023.respectively. The restructuring plan expenses includeincluded severance, accelerated share-based compensation expense and other personnel costs associated with the workforce reduction. The consolidation of excess facilities includesincluded accelerated depreciation expenses of right-of-use and machinery and equipment assets, and other facilities-related costs. TheWe timinghave completed all workforce management actions and scopepayments ofin connection with the workforceFY23 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. When completed, the restructuring program is expected to result in the reduction of approximately $80 million in annual cost of sales and operating expenses over our three business segments.Plan.

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.

Our revenues, costs and expenses, and monetary assets and liabilities and equity are exposed to changes in foreign currency exchange rates as a result of our global operating and financing activities. ForeignThe overall effect of changes in foreign currency movementsexchange rates had no impact on revenue growth in the year ended October 31, 2025 when compared to the same period in 2024. The overall effect of changes in foreign currency exchange rates had no impact on revenue growth in the year ended October 31, 2024 when compared to the same period lastin year. Foreign currency movements for the year ended October 31, 2023, had an overall unfavorable impact on revenue of 2 percentage points when compared to 2022.2023. When movements in foreign currency exchange rates have a negative impact on revenue, they will also have a positive impact by reducing our costs and expenses. We calculate the impact of movements in foreign currency exchange rates by applying the actual foreign currency exchange rates in effect during the last month of each quarter of the current year to both the applicable current and prior year periods. We hedge revenues, expenses and balance sheet exposures that are not denominated in the functional currencies of our subsidiaries on a short term and anticipated basis. We do experience some fluctuations within individual lines of the consolidated statement of operations and balance sheet because our hedging program is not designed to offset the currency movements in each category of revenues, expenses, monetary assets and liabilities. Our hedging program is designed to hedge currency movements on a relatively short-term basis (up to a rolling twelve-month period). We may also hedge equity balances denominated in foreign currency on a long-term basis. To the extent that we are required to pay for all, or portions, of an acquisition price in foreign currencies, we may enter into foreign exchange contracts to reduce the risk that currency movements will impact the U.S. dollar cost of the transaction.

Product revenue includes revenue generated from the sales of our analytical instrumentation, software and consumables. Revenue from products increased 6 percent for the year ended October 31, 2025, when compared to 2024. Product revenue was primarily driven by increases in our contract development and manufacturing organization, liquid chromatography, liquid chromatography mass spectrometry, and consumables businesses partially offset by decreases in our cell analysis and vacuum businesses when compared to 2024. Revenue from products decreased 7 percent for the year ended October 31, 2024, when compared to 2023. The product revenue decline was primarily driven by decreases in our liquid chromatography, mass spectrometry, cell analysis and nucleic acid solutions businesses partially offset by increases in our consumables and pathology businesses when compared to 2023. Overall, product revenue declined due to our customers' continued capital expenditure pressures and mostly impacted the pharmaceutical market within our lifeLife sciencesSciences and appliedDiagnostics marketsMarkets and diagnosticsour andApplied genomicsMarkets segments.

Services and other revenue consist of contract repair, preventative maintenance, compliance services, relocation services, installation services, and consulting services related to the companion diagnostics and nucleic acid solutions businesses. Services and other revenue increased 9 percent in 2025 as compared to 2024. Services and other revenue increases reflected strong growth from contract repair and preventative maintenance services and modest revenue growth in per incident services including relocation and education and compliance services. Services and other revenue increased 3 percent in 2024 as compared to 2023. Services and other revenue reflected strong growth from contract repair and preventative maintenance services partly offset by declines in installation services related to the decline of the product revenues.

Because we sell our products worldwide, our business is subject to risks associated with doing business internationally. We anticipate that revenue from international operations will continue to represent a majority of our total revenue. International revenue and costs are subject to the risk that fluctuations in foreign currency exchange rates could adversely affect our financial results when translated into U.S. dollars for financial reporting purposes. The overall effect of changes in foreign currency exchange rates had a 32 percentage point favorable impact on revenue growth in the sixnine months ended AprilJuly 30,31, 2026 when compared to the same period last year. Typically, when movements in foreign currency exchange rates have a positive impact on revenue, they will also have a negative impact on our profitability by increasing our costs and expenses, or vice versa. In addition, many of our employees, contract manufacturers, suppliers, job functions, outsourcing activities and manufacturing facilities are located outside the United States. Accordingly, our results of operations and financial condition could be negatively affected by a variety of factors, including:

From time to time, third parties may claim that one or more of our products or services infringe their intellectual property rights. We analyze and take action in response to such claims on a case by casecase-by-case basis. Any dispute or litigation regarding patents or other intellectual property could be costly and time-consuming due to the complexity of our technology and the uncertainty of intellectual property litigation and could divert our management and key personnel from our business operations. A claim of intellectual property infringement could force us to enter into a costly or restrictive license agreement, which could not be available under acceptable terms or at all, could require us to redesign our products, which would be costly and time-consuming, and/or could subject us to significant damages or to an injunction against the development and sale of certain of our products or services. Our intellectual property portfolio may not be useful in asserting a counterclaim, or negotiating a license, in response to a claim of intellectual property infringement. In certain of our businesses, we rely on third-party intellectual property licenses, and we cannot ensure that these licenses will continue to be available to us in the future or can be expanded to cover new products on favorable terms or at all.

Although we utilize manufacturing facilities throughout the world, we have consolidated, and may further consolidate, our manufacturing operations to certain of our facilities to achieve efficiencies and gross margin improvements. Additionally, we typically consolidate the production of products from our acquisitions into our supply chain and manufacturing processes, which are technically complex and require expertise to operate. If we are unable to establish processes to efficiently and effectively produce high qualityhigh-quality products in the consolidated locations, we may not achieve the anticipated synergies and production may be disrupted, which could adversely affect our business and operating results.

Our retirement and post retirementpostretirement pension plans are subject to financial market risks that could adversely affect our future results of operations and cash flows.

We have significant retirement and post retirementpostretirement pension plan assets and obligations. The performance of the financial markets and interest rates impact our plan expenses and funding obligations. Significant decreases in market interest rates, decreases in the fair value of plan assets and investment losses on plan assets will increase our funding obligations and adversely impact our results of operations and cash flows.

We are party to a $1.5 billion five-year unsecured credit facility that will expire on June 7, 2028, pursuant to which we are permitted to establish an incremental revolving credit facility of up to $750 million. We also entered into an Uncommitted Money Market Line Credit Agreement which provides for an aggregate borrowing capacity of $300 million. Under our U.S. commercial paper program, the company may issue and sell unsecured, short-term promissory notes in the aggregate principal amount not to exceed $1.5 billion with up to 397-day maturities. As of AprilJuly 30,31, 2026, we had approximately $3.4$3.9 billion in outstanding indebtedness which included an aggregate outstanding principal amount of $3.3$3.9 billion in unsecured senior notes. We may borrow additional amounts in the future and use the proceeds from any future borrowing for general corporate purposes, future acquisitions, expansion of our business or repurchases of our outstanding shares of common stock.

As of AprilJuly 30,31, 2026, we had cash and cash equivalents of approximately $1.8 billion invested or held in a mix of money market funds, time deposit accounts and bank demand deposit accounts. Disruptions and volatility in the financial markets may, in some cases, result in an inability to access assets such as money market funds that traditionally have been viewed as highly liquid or hinder our ability to borrow money in the amounts, at interest rates or upon the more favorable terms and conditions that could be available under different economic circumstances. Any failure of our counterparty financial institutions or funds in which we have invested may adversely impact our cash and cash equivalent positions and, in turn, our operating results and financial condition.

The financial information presented in this Form 10-Q is not audited and is not necessarily indicative of our future consolidated financial position, results of operations, comprehensive income (loss) or cash flows. Our fiscal year-endyear end is October 31, and our fiscal quarters end on January 31, April 30 and July 31. Unless otherwise stated, these dates refer to our fiscal year and fiscal periods.

PendingAcquisition Acquisition.of Biocare. On MarchJune 6,24, 2026, we entered into a definitive agreement to acquireacquired 100 percent of the outstanding capital stock of BC Midco I, Inc. (“Biocare”) for ana aggregatenet purchaseconsideration pricepaid of approximately $950 million in cash.million. Biocare is a leading provider of clinical and research solutions,solutions and will beis included within our Life Sciences and Diagnostics Markets segment. The acquisition isof subjectBiocare expands our pathology portfolio enabling us to legalbetter serve our pathology customers across clinical and regulatoryresearch approvalssettings. andAs customarya closingresult conditions.of Thethe financialacquisition, Biocare became a wholly-owned subsidiary of Agilent. Accordingly, the results of Biocare will beare included withinin ourAgilent's condensed consolidated financial resultsstatements from the dateacquisition of close, which may occur in our third quarter or no later than the end of fiscal year 2026.date.

Global Tariffs. On February 20, 2026, the U.S. Supreme Court invalidated certain tariffs imposed under the International Emergency Economic Powers Act (“IEEPA”), and the U.S. Court of International Trade ordered U.S. Customs and Border Protection (“CBP”) to refund such tariffs, subject to potential appeal. On April 20, 2026, CBP launched an online portal for submitting IEEPA tariff refund requests. While we have submitted additional claims for refunds related to certain eligible tariffs paid, the timing and approval of any remaining refunds are uncertain and contingent upon further legal, regulatory, and administrative developments. WeManagement willcontinues to assess the recoverability of thesetariffs tariffspaid and will accountcontinue forto recognize any suchrecoveries refundsin byaccordance applyingwith the gain contingency model.model Aswhen it is realized or realizable upon formal acceptance of April 30, 2026, no refund receivableclaims has been recorded.submitted.

While tariffs remain dynamic, we have mitigated the adverse impact related to our cost of revenue during the three and sixnine months ended AprilJuly 30,31, 2026 through our continued mitigation strategies such as supply chain optimization, targeted pricing actions, and other cost-efficiency initiatives to protect margins and sustain long-term growth. We will continue to monitor judicial rulings and evolving trade dynamics closely, as they may influence future revenue and operational efficiency.

Middle East Conflict. The recent escalation ofcontinued geopolitical tensions in the Middle East and surrounding regions hashave increased global economic uncertainty and disruptions to global energy supply chains resulting in inflationary pressures. The Middle East conflict did not have a material impact on our results of operations through the secondthird quarter of fiscal year 2026 as a result of leveraging a series of mitigation strategies developed in response to the ongoing tariff pressures. As the situation isremains rapidly changing,dynamic, we will continue to monitor the potential impact that thissuch conflictgeopolitical tensions may have on our business.

Net revenue of $1,835$1,878 million and $3,633$5,511 million for the three and sixnine months ended AprilJuly 30,31, 2026 increased 108 percent andin 8both percent, respectively,periods when compared to the same periods last year. The overall effect of foreign currency movements on revenue growth for the three and sixnine months ended AprilJuly 30,31, 2026 had ano 4currency percentage pointimpact and a 32 percentage point favorable impact, respectively, when compared to the same periods last year. For the three and sixnine months ended AprilJuly 30,31, 2026, revenue growth came from all of our segments, all geographic regions and most of our key end markets we serve when compared to the same periods last year.

Revenue generated by our Life Sciences and Diagnostics Markets segment for the three and sixnine months ended AprilJuly 30,31, 2026 increased 1211 percent and 89 percent, respectively, when compared to the same periods last year. The overall effect of foreign currency movements on revenue growth for the three and sixnine months ended AprilJuly 30,31, 2026 had ano 3currency percentage pointimpact and a 2 percentage point favorable impact, respectively, when compared to the same periods last year.

Revenue generated by our Agilent CrossLab segment for the three and sixnine months ended AprilJuly 30,31, 2026 increased 6 percent and 87 percent, respectively, when compared to the same periods last year. The overall effect of foreign currency movements on revenue growth for the three and sixnine months ended AprilJuly 30,31, 2026 had a 41 percentage point and a 2 percentage point favorable impactimpact, in both periodsrespectively, when compared to the same periods last year.

Revenue generated by our Applied Markets segment for the three and sixnine months ended AprilJuly 30,31, 2026 increased 147 percent and 109 percent, respectively, when compared to the same periods last year. The overall effect of foreign currency movements on revenue growth for the three and sixnine months ended AprilJuly 30,31, 2026, had no currency impact and a 32 percentage point favorable impactimpact, in both periodsrespectively, when compared to the same periods last year.

Net income for the three and sixnine months ended AprilJuly 30,31, 2026 was $339$362 million and $644$1,006 million, respectively, compared to net income of $215$336 million and $533$869 million for the corresponding periods last year. In the sixnine months ended AprilJuly 30,31, 2026, cash provided by operations was $545$1,064 million compared to cash provided by operations of $652$1,014 million in the same period last year.

Dividends. During the three and sixnine months ended AprilJuly 30,31, 2026, we paid cash dividends of $0.255 per common share or $72 million and $0.510$0.765 per common share or $144$216 million, respectively, on the company's common stock. During the three and sixnine months ended AprilJuly 30,31, 2025, we paid cash dividends of $0.248 per common share or $70$71 million and $0.496$0.744 per common share or $141$212 million, respectively, on the company's common stock. The timing and amounts of any future dividends are subject to determination and approval by our board of directors.

2023 Repurchase Program. In September of 2025, we completed the 2023 repurchase program. During the three and sixnine months ended AprilJuly 30,31, 2025, we repurchased and retired 1.347 million737,474 shares for $165$85 million, excluding applicable excise taxes and 1.9972.734 million shares for $255$340 million, excluding applicable excise taxes, respectively, under this authorization.

2024 Repurchase Program. On May 29, 2024, we announced that our board of directors had approved a 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 commenced in September 2025 upon the completion of our 2023 repurchase program. During the three and sixnine months ended AprilJuly 30,31, 2026, we repurchased and retired 550,000612,270 shares for $65$78 million, excluding excise taxes and 1.6002.212 million shares for $217$295 million excluding excise taxes, respectively, under this authorization. As of AprilJuly 30,31, 2026, we had remaining authorization to repurchase up to approximately $1,732$1,654 million of our common stock under the 2024 repurchase program.

Excise Taxes on Shares Repurchased. During the sixnine months ended AprilJuly 30,31, 2026, we recorded the applicable excise taxes payable of approximately $1$2 million and paid excise taxes of approximately $3 million related to the shares repurchased in fiscal year 2025. During the sixnine months ended AprilJuly 30,31, 2025, we recorded the applicable excise taxes payable of approximately $2 million and paid excise taxes of approximately $10 million related to the shares repurchased in fiscal year 2024.

Looking Forward. Our primary focus remains on enhancing our customers’ experience, delivering differentiated product solutions and driving productivity improvements. AfterFollowing an extended period of constrained capital spending, many customers' ability to spendcustomer capital budgetsbudget availability has begunlargely tonormalized, normalize,supporting withimproved theinvestment exceptionactivity ofacross customersour receivingkey fundingend from the U.S. federal government.markets. We remain optimistic about the long-term health and growth prospects of our key endthese markets. While tariffs and the Middle East conflict remain dynamic, we have mitigated the adverse impact related to our costs of revenue during the three and sixnine months ended AprilJuly 30,31, 2026 through our continued mitigation strategies such as supply chain optimization, targeted pricing actions, and other cost-efficiency initiatives to protect margins and sustain long-term growth. We will continue to monitor judicial rulings and evolving trade dynamics closely, as they may influence future revenue and operational efficiency.

Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon our condensed consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles ("GAAP") in the U.S. The preparation of condensed consolidated financial statements in conformity with GAAP in the U.S. requires management to make estimates, judgments and assumptions that affect the amounts reported in our condensed consolidated financial statements and accompanying notes. Our critical accounting policies are those that affect our financial statements materially and involve difficult, subjective or complex judgments by management. Those policies are revenue recognition, inventory valuation, retirement and post-retirementpostretirement benefit plan assumptions, valuation of goodwill and purchased intangible assets and accounting for income taxes. There have been no significant changes to our critical accounting policies as described in our Annual Report on Form 10-K for the fiscal year ended October 31, 2025. Management bases its estimates on historical experience and various other assumptions believed to be reasonable. Although these estimates are based on management’s best knowledge of current events and actions that may impact the company in the future, actual results may be different from the estimates.

In the second quarter of fiscal year 2025, we announced a restructuring plan designed to optimize our management structure to better serve our customers. The expenseexpenses associated with this workforce reduction includesinclude severance and other personnel-related costs. TheseWe actionsexpect impactto allsubstantially threecomplete these restructuring activities by the end of ourfiscal businessyear segments. The costs associated with this restructuring plan were not allocated to our business segments' results; however, each business segment will benefit from the future cost savings from these actions.2026. When completed, the restructuring program is estimated to result in the reduction of approximately $90 million to $95 million in annual cost of revenue and operating expenses over our three business segments.

In connection with the FY25 Plan, we have recorded approximately $8 millionzero and $28 million, respectively, in restructuring and other related costs in the three and sixnine months ended AprilJuly 30,31, 2026. The restructuring liability of $5 million at April 30, 2026, is recorded in other accrued liabilities on the condensed consolidated balance sheet and reflects estimated future cash outlays. We expect to substantially complete these restructuring activities by the end of fiscal year 2026.

Our revenue, costs and expenses, and monetary assets and liabilities and equity are exposed to changes in foreign currency exchange rates as a result of our global operating and financing activities. The overall effect of changes in foreign currency exchange rates had a 32 percentage point favorable impact on revenue growth for the sixnine months ended AprilJuly 30,31, 2026 when compared to the same period last year. Typically, when movements in foreign currency exchange rates have a positive impact on revenue, they will also have a negative impact by increasing our costs and expenses or vice versa. We calculate the impact of movements in foreign currency exchange rates by applying the actual foreign currency exchange rates in effect during the last month of each quarter of the current year to both the applicable current and prior year periods. We hedge revenue, expenses and balance sheet exposures that are not denominated in the functional currencies of our subsidiaries on a short termshort-term and anticipated basis. We do experience some fluctuations within individual lines of the condensed consolidated statement of operations and balance sheet because our hedging program is not designed to offset the currency movements in each category of revenue, expenses, monetary assets and liabilities. Our hedging program is designed to hedge currency movements on a relatively short-term basis (up to a rolling twelve-month period). We may also hedge equity balances denominated in foreign currency on a long-term basis. To the extent that we are required to pay for all, or portions, of an acquisition price in foreign currencies, we may enter into foreign exchange contracts to reduce the risk that currency movements will impact the U.S. dollar cost of the transaction.

Net revenue for the three and sixnine months ended AprilJuly 30,31, 2026 increased 108 percent andin 8both percent, respectively,periods when compared to the same periods last year. The overall effect of foreign currency movements on revenue growth for the three and sixnine months ended AprilJuly 30,31, 2026 had ano 4currency percentage pointimpact and a 32 percentage point favorable impact, respectively, when compared to the same periods last year. For the three and sixnine months ended AprilJuly 30,31, 2026, revenue growth came from all of our segments, all geographic regions and most of our key end markets we serve when compared to the same periods last year.

Revenue from products for the three and sixnine months ended AprilJuly 30,31, 2026 increased 108 percent andin 8both percent, respectively,periods when compared to the same periods last year. In the three months ended AprilJuly 30,31, 2026, product revenue increased in most of our businesses led by strong revenue growth from our liquid chromatography, pathology, spectroscopy and Agilent Advanced Therapeutics businesses (formerly known as our specialty contract development and manufacturing organization ("CDMO") business), consumables and liquid chromatography mass spectrometry businesses when compared to the same period last year. In the sixnine months ended AprilJuly 30,31, 2026, product revenue increased in most of our businesses led by strong revenue growth in our liquid chromatography, spectroscopy,Agilent pathology,Advanced Therapeutics, consumables and Agilent Advanced Therapeuticsspectroscopy businesses when compared to the same period last year.

Services and other revenue for the three and sixnine months ended AprilJuly 30,31, 2026 increased 107 percent inand both9 periodspercent, respectively, when compared to the same periods last year. Services and other revenue consist of contract repair, preventative maintenance, compliance services, relocation services, installation services and consulting services related to the companion diagnostics and our Agilent Advanced Therapeutics businesses. For the three and sixnine months ended AprilJuly 30,31, 2026, service revenue increases reflected strong growth from contract repair, consulting and preventative maintenancecompliance services.

Revenue in the Life Sciences and Diagnostics Markets segment for the three and sixnine months ended AprilJuly 30,31, 2026 increased 1211 percent and 89 percent, respectively, when compared to the same periods last year. The overall effect of foreign currency movements on revenue growth for the three and sixnine months ended AprilJuly 30,31, 2026 had ano 3currency percentage pointimpact and a 2 percentage point favorable impact, respectively, when compared to the same periods last year. For the three and sixnine months ended AprilJuly 30,31, 2026, revenue growth was strong in the pharmaceutical and the diagnostics and clinical markets partially offset by declines in revenue in the academia and government market when compared to the same periods last year. Within applied markets, we saw strong revenue growth in the chemical and advanced materials market partially offset by moderate declines in the food market when compared to the same periods last year.

Revenue in the Agilent CrossLab segment for the three and sixnine months ended AprilJuly 30,31, 2026 increased 6 percent and 87 percent, respectively, when compared to the same periods last year. The overall effect of foreign currency movements on revenue growth for the three and sixnine months ended AprilJuly 30,31, 2026 had a 41 percentage point and a 2 percentage point favorable impactimpact, in both periodsrespectively, when compared to the same periods last year. For the three months ended July 31, 2026, we saw revenue growth across most of our end markets led by strong growth in the pharmaceutical and sixthe chemical and advanced materials markets partially offset by a slight decline in academia and government market when compared to the same period last year. For the nine months ended AprilJuly 30,31, 2026, we saw revenue growth across all of our end markets led by strong growth in the pharmaceutical andpharmaceutical, chemical and advanced materials markets and in the environmental and forensics market when compared to the same periodsperiod last year.

Revenue in the Applied Markets segment for the three and sixnine months ended AprilJuly 30,31, 2026 increased 147 percent and 109 percent, respectively, when compared to the same periods last year. The overall effect of foreign currency movements on revenue growth for the three and sixnine months ended AprilJuly 30,31, 2026 had no currency impact and a 32 percentage point favorable impactimpact, in both periodsrespectively, when compared to the same periods last year. For the three months ended AprilJuly 30,31, 2026, we saw significantstrong revenue growth in both the chemical and advanced materials market and in the environmental and forensics marketsmarket when compared to the same period last year. Within life sciences markets, we saw strong revenue growth in the pharmaceutical market when compared to the same period last year. For the sixnine months ended AprilJuly 30,31, 2026, we saw significant revenue growth in both the chemical and advanced materials and environmental and forensics markets partially offset by a decline in the food market when compared to the same period last year. Revenue growth within the life sciences markets was led by strong growth in the pharmaceutical market.

Total gross margin for the three and sixnine months ended AprilJuly 30,31, 2026 increased 24 percentage points and 12 percentage point,points, respectively, when compared to the same periods last year. Gross margin for the three and nine months ended AprilJuly 30,31, 2026 was overall favorably impacted by higher sales volume, a net benefit from tariff refunds, targeted price increases, favorable business mix, lower restructuringintangible amortization expense and lower intangible amortizationrestructuring expense partially offset by wage increases and higher variable pay when compared to the same periodperiods last year. Gross margin for the six months ended April 30, 2026 was overall favorably impacted by higher sales volume, targeted price increases, lower restructuring expense and lower intangible amortization expense partially offset by higher tariffs, unfavorable business mix (including lower gross margin from our Agilent Advanced Therapeutics business), wage increases and higher variable pay when compared to the same period last year.

Research and development expenses for the three and sixnine months ended AprilJuly 30,31, 2026 increased 1310 percent and 89 percent, respectively, when compared to the same periods last year. Research and development expenses for the three and six months ended AprilJuly 30,31, 2026 increased due to higher costs from transformational initiatives, wage increases, higher variable pay, restructuring expense and the unfavorable impact of currency movements partially offset by lower acquisition and integration costs and savings from restructuring programs. Research and development expenses for the nine months ended July 31, 2026 increased due to higher costs from transformational initiatives, wage increases, higher variable pay and the unfavorable impact of currency movements partially offset by lower restructuringacquisition expensesand integration costs and savings from restructuring programs.

Selling, general and administrative expenses for the three and sixnine months ended AprilJuly 30,31, 2026 increased 214 percent and 911 percent, respectively, when compared to the same periods last year. Selling, general and administrative expenses for the three months ended July 31, 2026 increased primarily due to higher costs from transformational initiatives, higher variable pay and sixwage increases when compared to the same period last year. Selling, general and administrative expenses for the nine months ended AprilJuly 30,31, 2026 increased primarily due to higher corporate costs, variable pay, wage increases, higher variablecosts pay,from commissions, corporate infrastructure expenses, transformationtransformational initiatives, acquisition costscommissions and the unfavorable impact of currency movements partially offset by lower restructuring expenses and savings from restructuring programs when compared to the same periodsperiod last year.

Total operating margin for the three and sixnine months ended AprilJuly 30,31, 2026 increased 43 percentage points and approximately 1 percentage point, respectively, when compared to the same periods last year. Operating margin for the three months ended AprilJuly 30,31, 2026 was favorably impacted primarily by higher sales volumevolume, a net benefit from tariff refunds, and lower restructuring expenses partially offset by higher wages, variable pay and higher costs from transformational initiatives. Operating margin for the sixnine months ended AprilJuly 30,31, 2026 was impacted primarily by higher sales volumevolume, a net benefit from tariff refunds and lower restructuring expenses partially offset by higher wages, tariffsvariable pay and corporate infrastructurecosts. costs.For the three and nine months ended July 31, 2026, the net impact of tariff refunds imposed under the International Emergency Economic Powers Act contributed approximately 1 percentage point and less than 1 percentage point, respectively, to operating margin improvement.

Income from operations for the three and sixnine months ended AprilJuly 30,31, 2026 increased $99$84 million or 3323 percent and increased $76$160 million or 1115 percent, respectively, on a corresponding revenue increase of $167$140 million and $284$424 million, respectively.

For the three months ended AprilJuly 30,31, 2026, other income (expense), net of $21$14 million income includes a net loss of $3 million on equity securities and income of $16$14 million related to the defined benefit retirement and post-retirementpostretirement benefit plans (interest cost, expected return on assets, amortization of net actuarial (gain) loss and prior service credits). The provision of site service costs to, and lease income from Keysight Technologies, Inc. contributed income of $3$4 million. The costs associated with these services are reported within income from operations.

For the sixnine months ended AprilJuly 30,31, 2026, other income (expense), net of $42$56 million income includes a net loss of $2 million on equity securities and income of $32$46 million related to the defined benefit retirement and post-retirementpostretirement benefit plans (interest cost, expected return on assets, amortization of net actuarial (gain) loss and prior service credits). The provision of site service costs to, and lease income from Keysight Technologies, Inc. contributed income of $6$10 million. The costs associated with these services are reported within income from operations.

For the three months ended AprilJuly 30,31, 2025, other income (expense), net of $25$18 million expenseincome includes a net loss of $28 million on equity securities, $15 million loss on impairment of investments and income of $13$15 million related to the defined benefit retirement and post-retirementpostretirement benefit plans (interest cost, expected return on assets, amortization of net actuarial (gain) loss and prior service credits). The provision of site service costs to, and lease income from Keysight Technologies, Inc. contributed income of $3 million. The costs associated with these services are reported within income from operations.

For the sixnine months ended AprilJuly 30,31, 2025, other income (expense), net of $21$3 million expense includes a net loss of $27$28 million on equity securities, $15 million loss on impairment of investments and income of $26$41 million related to the defined benefit retirement and post-retirementpostretirement benefit plans (interest cost, expected return on assets, amortization of net actuarial (gain) loss and prior service credits). The provision of site service costs to, and lease income from Keysight Technologies, Inc. contributed income of $6$9 million. The costs associated with these services are reported within income from operations. For the sixnine months ended AprilJuly 30,31, 2025, other income (expense), net also includes expense of $14 million related to the settlement loss of our Netherlands defined benefit pension plan.

For the three and sixnine months ended AprilJuly 30,31, 2026, our income tax expense was $69$82 million with an effective tax rate of 16.918.5 percent and $128$210 million with an effective tax rate of 16.617.3 percent, respectively. For the three and sixnine months ended AprilJuly 30,31, 2026, there were no significant discrete items.

For the three and sixnine months ended AprilJuly 30,31, 2025, our income tax expense was $45$30 million with an effective tax rate of 17.38.2 percent and $94$124 million with an effective tax rate of 15.012.5 percent, respectively. For the three and sixnine months ended AprilJuly 30,31, 2025, thereour effective tax rate and the resulting provision for income taxes were noimpacted significantby discretethe items.tax benefit of $28 million related to the release of tax reserves due to a remeasurement of the liability.

With these jurisdictions and the U.S., it is reasonably possible that some tax audits may be completed over the next twelve months. However, management is not able tocannot provide a reasonably reliable estimate of the timing of any other future tax payments or change in unrecognized tax benefits, if any.

The Organization for Economic Co-operation and Development ("OECD") has introduced rules to establish a global minimum tax rate of 15 percent, commonly referred to as the Pillar Two rules. We have considered the impact of currently enacted Pillar Two rules, and our income taxes have increased due to top-up taxes. Additionally, the United States enacted the One Big Beautiful Bill Act ("OBBBA") on July 4, 2025, including adjustments to effective tax rates on certain types of income and an elective deduction for domestic Research and Development (R&D), which are applicable to Agilent in fiscal years 2026 and 2027. The OBBBA did not have a material impact on our effective tax rate or cash flow for the three orand sixnine months ended AprilJuly 30,31, 2026.

Life Sciences and Diagnostics Markets segment revenue for the three and sixnine months ended AprilJuly 30,31, 2026 increased 1211 percent and 89 percent, respectively, when compared to the same periods last year. The overall effect of foreign currency movements on revenue growth for the three and sixnine months ended AprilJuly 30,31, 2026 had ano 3currency percentage pointimpact and a 2 percentage point favorable impact, respectively, when compared to the same periods last year.

RevenueGeographically, revenue for the sixthree months ended AprilJuly 30,31, 2026 increased 517 percent in the Americas with a 1 percentage point favorableno currency impact, increasedwas 14 percentflat in Europe with a 9 percentage point favorableno currency impact and increased 914 percent in Asia Pacific with a 1 percentage point favorableno currency impact compared to the same period last year. For the sixthree months ended AprilJuly 30,31, 2026, the revenue increase in the Americas was driven by strong growth across mostalmost all of our businesses partially offset by declines inand revenue from our cellBiocare imagingacquisition, with moderate revenue growth in our liquid chromatography business, modest growth in our pathology business and metabolism;a electrophoresissignificant anddecline cellin phenotyping; andour liquid chromatography mass spectrometry businesses.business. Revenue increased in Europe was driven by strong growth from all ofin our businessesgenomics partiallybusiness, offsetmoderate by declinesgrowth in revenue from our cell imaging and metabolism business.business and modest growth in our pathology business offset by declines in our liquid chromatography, liquid chromatography mass spectrometry, electrophoresis and cell phenotyping and companion diagnostics businesses. Revenue increased in Asia Pacific due to strong growth from our liquid chromatography, liquid chromatography mass spectrometry, pathology and electrophoresis and cell phenotyping and genomics businesses, flat growth in our pathology business, partially offset by declines in revenue from our cell imaging and metabolism and genomics businesses.business.

For the three and six months ended AprilJuly 30,31, 2026, revenue growth was strong in the pharmaceutical and the diagnostics and clinical markets partially offset by declines in revenue in the academia and government market when compared to the same periodsperiod last year. Strong revenue growth in the pharmaceutical market was led by revenue from our liquid chromatography andchromatography, liquid chromatography mass spectrometry and our Agilent Advanced Therapeutics businesses. Revenue growth was strong in the diagnostics and clinical market led by revenue from our pathology, genomics and companion diagnostics businesses.businesses with modest growth in our pathology business. The decline in revenue in the academia and government market was driven by revenue declines in our cell analysis andanalysis, liquid chromatography and liquid chromatography mass spectrometry businesses. Within applied markets, we saw strong revenue growth in the chemical and advanced materials market led by revenue from our liquid chromatography and liquid chromatography mass spectrometry businessesbusiness when compared to the same periodsperiod last year.

Looking Forward. While tariffs and the Middle East conflict remain dynamic, we have mitigated the adverse impact related to our costs of revenue during the three and sixnine months ended AprilJuly 30,31, 2026. We remain optimistic about long-term growth in our end markets and continue investing to enhance our applications and solutions portfolio. The rising demand for several of the modalities provided by our Agilent Advanced Therapeutics business positions us well to serve expanding customer demand. By leveraging our liquid chromatography and liquid chromatography mass spectrometry platforms, we are driving growth across key markets and remain optimistic about long-term life sciences opportunities. Our diagnostic and clinical markets continue to grow with the OMNIS platforms. We will continue investing in research and development, advancing our applications and solutions portfolio, and expanding our position in developing and emerging markets.

Gross margin for products and services for the three and sixnine months ended AprilJuly 30,31, 2026, increased 15 percentage pointpoints and decreased approximately 1 percentage point, respectively, when compared to the same periods last year. Gross margin for the three and nine months ended AprilJuly 30,31, 2026 was impacted mainly by higher sales volume, price increases, decreaseda tariffs,net benefit from tariff refunds, favorable business mix (net of lower gross margin from our Agilent Advanced Therapeutics business), lower warranty expenses and savings from restructuring programs partially offset by increased warranty expenses, wage increases and higher variable pay. Gross margin for the six months ended April 30, 2026 was impacted mainly by higher tariffs, unfavorable business mix (including lower gross margin from our Agilent Advanced Therapeutics business), increased warranty expenses, wage increases and higher variable pay which was partially offset by higher sales volume, price increases and savings from restructuring programs.