AddedRisk Factors
Recent and dynamic government rule making and policy changes could increase our costs, affect our markets and customers and impact our results of operations.
AAgilent Technologies
- Employees
- 18,100
- Headquarters
- Santa Clara, CA
- CEO
- Padraig McDonnell
- Next results
- around Nov 23, 2026
10-K 0001090872-25-000087 (2025-12-22) vs 10-K 0001090872-24-000049 (2024-12-20)
| Section | Compared text | Words now | Changed |
|---|---|---|---|
| Risk Factors | Item 1A | 9,556 | 12.0% |
| MD&A | Item 7 | 16,463 | 31.7% |
| Legal Proceedings | Item 3, via Note 18 – COMMITMENTS AND CONTINGENCIES | 129 | not compared |
| Accounting Policies | Item 8, Note 1 – OVERVIEW AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6,522 | 8.7% |
The redline: what was cut and what was added
In each section, the paragraph that changed most, marked against last year's 10-K:
cut words struck through, new words highlighted and underlined.
MD&A 232 words changed in this paragraph; it is 33% similar to last year's version.
Source: Item 7, 10-K 0001090872-25-000087 vs Item 7, 10-K 0001090872-24-000049
Accounting Policies 119 words changed in this paragraph; it is 78% similar to last year's version.
Leases. We determine whether an arrangement is, or contains, a lease at inception. We record the present value of operating lease payments as right-of-use ("ROU") assets and lease liabilities on the consolidated balance sheet. Where we are the lessee, ROU assets represent the company’s right to use an underlying asset for the lease term, and lease liabilities represent an obligation to make lease payments based on the present value of lease payments over the lease term. Classification of operating lease liabilities as either current or non-current is based on the expected timing of payments due under our obligations. As most of our leases do not provide an implicit interest rate, we use our incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. The incremental borrowing rate is the rate of interest that a lessee would have to pay to borrow on a collateralized basis over a similar term and at an amount equal to the lease payments in a similar economic environment. In order to determine the appropriate incremental borrowing rates, we have used a number of factors including the company's credit rating, the lease term and the currency swap rate. The ROU asset also consists of any lease incentives received. The lease terms used to calculate the ROU asset and related lease liability include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Leases with an initial term of twelve months or less are not recorded on the consolidated balance sheet and lease expense for these leases is recognized on a straight-line basis over the lease term. Lease expense for operating leases with an initial term of more than twelve months is recognized on a straight-line basis over the lease term as an operating expense. We have lease agreements which require payments for lease and non-lease components. We have elected to account for these payments as a single lease component.
Source: Item 8, Note 1 – OVERVIEW AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, 10-K 0001090872-25-000087 vs Item 8, Note 1 – OVERVIEW AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, 10-K 0001090872-24-000049
Risk Factors 97 words changed in this paragraph; it is 69% similar to last year's version.
Certain properties we have previously owned or leased are undergoing remediation for subsurface contamination. Although we are indemnified for liability relating to the required remediation at some of those properties, we may be subject to liability if these indemnification obligations are not fulfilled. In other cases, we have agreed to indemnify the current owners of certain properties for liabilities related to contamination, including companies with which we have previously been affiliated such as HP, Inc., Hewlett-Packard Enterprise (formerly Hewlett-Packard Company) and Siemens Healthineers (formerly Varian Medical Systems, Inc.). Further, other properties we have previously owned or leased at which we have operated in the past, or for which we have otherwise contractually assumed or provided indemnities, certain actual or contingent environmental liabilities, may or do require remediation. While we are not aware of any material liabilities associated with any potential environmental contamination at any of those properties or facilities, we may be exposed to material liability if environmental contamination at material levels is found to exist. In addition, in connection with the acquisition of certain companies, we have assumed other costs and potential or contingent liabilities for environmental matters. Any significant costs or liabilities could have an adverse effect on results of operations.
Source: Item 1A, 10-K 0001090872-25-000087 vs Item 1A, 10-K 0001090872-24-000049
Every change, by type
Sentences and paragraphs of A's Risk Factors and MD&A, 10-K 2025-12-22 against 10-K 2024-12-20. Each links to the text at sec.gov.
Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier
(may, could, will, not, significant, material…). A year or date rolling forward is not counted.
The full word list
adverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would
AddedRisk Factors
The rapid increase in new government regulations, including tariffs and proposed tariffs in the geographies and markets in which we operate, could result in significant costs and require modifications in the way we and our customers conduct business. As we and our customers respond to newly enacted rules and legislation, effects on purchasing behavior and global trade relationships could affect our revenue. Increases in our costs and expenses related to our compliance or mitigation activities and those of our customers and suppliers could have a negative effect on our operating margin. If we are unable to respond to changing regulations in a timely and effective manner, our results of operations could be adversely affected.
AddedRisk Factors
In addition, geopolitical instability and evolving trade regulations, including tariffs, sanctions, and export controls, may restrict our ability to ship products globally or source critical components. These developments can increase costs, disrupt supply chains, and require operational adjustments. Failure to comply with these regulations could result in penalties, loss of export privileges, and reputational harm.
AddedRisk Factors
Currently, United States federal agencies are operating under a continuing resolution that is set to expire on January 30, 2026. Without appropriation of additional funding to federal agencies, our business operations related to our product sales to customers receiving funding from the U.S. federal government could be impacted. Inadequate funding for government agencies, including from government shut downs, or other disruptions to these agencies’ operations, such as actions to greatly reduce the size of the federal workforce, could hinder their ability to hire and retain key leadership and other personnel, prevent new products and services from being developed or commercialized in a timely manner, or otherwise prevent those agencies from performing normal business functions on which the operation of the businesses of certain of our customers and our business may rely, which could negatively impact our business.
AddedRisk Factors
The expectations and requirements of regulators and other key stakeholders, including on corporate governance and sustainability-related matters, continue to evolve and diverge, and our ability to meet these expectations and requirements could impact our risk exposure and financial conditions.
AddedRisk Factors
We are subject to rapidly changing and varied expectations and requirements, including on corporate governance and sustainability issues, from a wide range of stakeholders, such as governmental and self-regulatory organizations, including the Securities and Exchange Commission, U.S. federal and state governments, New York Stock Exchange, and the European Union, as well as our investors, customers and suppliers. In addition, many of our stakeholders have diverging demands, perspectives and preferences, including on topics such as climate change and diversity. We may not be able to meet the diverse expectations and demands of all of our stakeholders, which could result in an adverse impact on our business, financial results, stock price or reputation, and subject us to legal, reputational and operational risks.
AddedRisk Factors
For example, U.S. federal, state and local governmental authorities, as well as governmental authorities in various jurisdictions, have proposed or implemented and are likely to continue to propose or implement, legislative and regulatory initiatives around corporate governance and environmental and social practices and disclosures. Compliance with such evolving expectations, rules and regulations, including any that may emerge in the future as well as those incorporated in our contractual obligations from our customers, could increase the cost and complexity of operating our business, and could adversely impact us. In addition, various jurisdictions have adopted or proposed laws, regulations and policies that diverge from, or potentially conflict with, those adopted or proposed in other jurisdictions, making compliance more difficult and uncertain. Failure to comply with any law, regulation or policy, including as a result of making good faith interpretations that may differ from those taken by authorities in relevant jurisdictions, could potentially result in legal, reputational and operational risks.
AddedRisk Factors
Furthermore, any actual or perceived failure to achieve our current and future sustainability goals, including those which result from contractual obligations from our customers, or to act responsibly with respect to such matters or to effectively respond to new or additional sustainability-related legal or regulatory requirements, could result in adverse publicity and adversely affect our business and reputation. There is no assurance that we will be able to successfully achieve any sustainability-related goal or execute on any sustainability-related strategy, or adequately meet stakeholder expectations with respect to such matters. Our ability to deliver on any sustainability-related goal or strategy is subject to numerous risks, many of which are outside of our control. These factors include rapidly shifting regulatory requirements and stakeholder expectations, our ability to recruit and retain a robust workforce, the activities and availability of suppliers and other business partners, cost considerations and the development and availability of cost-effective technologies or resources.
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RewordedRisk Factors
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 and Regulation, 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.
RewordedRisk Factors
A claim of intellectual property infringement could force us to enter into a costly or restrictive license agreement, which might could not be available under acceptable terms or at all, could require us to redesign our products, which would be costly and time- 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.
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For example, in May 2022, the EU has started to enforce new requirements, known as began enforcing 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.
RewordedRisk Factors
Further, other properties we have previously owned or leased at which we have operated in the past, or for which we have otherwise contractually assumed or provided indemnities, certain actual or contingent environmental liabilities, may or do require remediation.
RewordedRisk Factors
We are party to a $1.5 billion five-year unsecured credit facility that will expire on June 7, 2028. 2028, pursuant to which we are permitted to establish an incremental revolving credit facility of up to $750 million.
RewordedRisk Factors
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.
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The TSCA Toxic 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 EPA Environmental Protection Agency for its effect on health and safety or which is not listed on the EPA TSCA Environmental Protection Agency Toxic Substances Control Act chemical substance inventory.
RewordedRisk Factors
If during an economic a market 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.
RewordedRisk Factors
If we or any of our suppliers, distributors or customers fail to comply with FDA Food 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 FDA Food 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.
Quiet changesRisk Factors
For expenses beyond that any twelve-month period, our hedging strategy does not mitigate our exposure.
Quiet changesRisk Factors
If demand for our products is adversely affected or our costs increase, our operating results and business would suffer.
Quiet changesRisk Factors
In addition, competitors might could avoid infringement by designing around our intellectual property rights or by developing non-infringing competing technologies.
Quiet changesRisk Factors
If our third-party insurance coverage is adversely affected or to the extent we have elected to self-insure, we may would be at a greater risk that our financial condition will be harmed by a catastrophic loss.
Quiet changesRisk Factors
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 might could be available under different economic circumstances.
AddedMD&A
In November 2024, we announced a change in our organizational structure to support our market-focused, customer-centric strategy. Our former Diagnostics and Genomics segment combined with our liquid chromatography and liquid chromatography mass spectrometry instrument platforms to form our new Life Sciences and Diagnostics Markets segment. Our chemistries and supplies, laboratory automation, and software and informatics divisions moved from our former Life Sciences and Applied Markets segment to our Agilent CrossLab segment. The remaining divisions in our former Life Sciences and Applied Markets segment which includes our gas chromatography, gas chromatography mass spectrometry, remarketed instruments, spectroscopy and vacuum divisions formed our new Applied Markets segment.
AddedMD&A
Recent changes to tariffs and trade policies by the U.S. and other countries have increased risk and uncertainty surrounding our future results of operations. In the first half of fiscal year 2025, changes to tariffs and trade policies did not have a material impact on our results of operations. In the second half of fiscal year 2025, the U.S. government introduced additional measures related to tariffs, including certain increases, exemptions and pauses, and other countries have responded with preliminary agreements and retaliatory actions. The ultimate impact of changes to tariffs and trade policies will depend on various factors, including the timing, amount, scope, and nature of any tariffs or trade policies implemented and our ability to respond to mitigate the impact of such tariffs and trade policies. While 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 actively pursuing mitigation strategies through supply chain optimization, targeted pricing actions, and other cost-efficiency initiatives to protect margins and sustain long-term growth. We continue to monitor these evolving trade dynamics closely, as they may influence future revenue and operational efficiency.
AddedMD&A
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 determined that we became subject to such rules starting in fiscal year 2025 in some jurisdictions, and it did not have a material impact on our consolidated financial results for the periods presented. 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 generally applicable to Agilent in fiscal years 2026 and 2027. We expect our income taxes to increase in fiscal year 2026 due to top-up taxes under Pillar Two along with the implementation of the OBBBA rules.
AddedMD&A
In the U.S., tax years remain open back to the year 2022 for federal income tax purposes and 2021 for significant states. In other major jurisdictions where we conduct business, the tax years generally remain open back to the year 2014.
AddedMD&A
In November 2024, we announced a change in our organizational structure to support our market-focused, customer-centric strategy. Our former Diagnostics and Genomics segment combined with our liquid chromatography and liquid chromatography mass spectrometry instrument platforms to form our new Life Sciences and Diagnostics Markets segment. Our chemistries and supplies, laboratory automation, and software and informatics divisions moved from our former Life Sciences and Applied Markets segment to our Agilent CrossLab segment. The remaining divisions in our former Life Sciences and Applied Markets segment which includes our gas chromatography, gas chromatography mass spectrometry, remarketed instruments, spectroscopy and vacuum divisions formed our new Applied Markets segment.
AddedMD&A
Looking Forward. While the recent tariff changes adversely impacted our costs of revenue for the second half of fiscal year 2025, we expect to substantially mitigate the impact during our fiscal year 2026. Therefore, 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 specialty CDMO 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
AddedMD&A
Our Applied Markets segment provides application-focused solutions that include instruments and software that enable customers to identify, quantify and analyze the physical and biological properties of substances and products. Our gas chromatography and gas chromatography mass spectrometry businesses enable customers to perform a wide variety of testing including measuring volatile and semi-volatile contaminants to assess the safety of our foods, quality of water and consumer products while also enabling testing of fuels and purity of chemicals. Our inductively coupled plasma mass spectrometry, inductively coupled plasma optical emission spectrometry, atomic absorption and microwave plasma-atomic emission spectrometry instruments are vital for our customers to measure metals and elemental signatures in their samples and find uses in the food safety, environmental quality, chemicals manufacture, advanced materials, energy and forensics markets. Our molecular spectroscopy business including the raman, fluorescence and infrared spectroscopy instruments offer both in-field and in-lab testing solutions in a diverse variety of applications including airport security, explosives testing, narcotics, food quality and chemical characterization. Our vacuum business develops cutting edge products and technologies to test vacuum environments and find uses in a diverse variety of industries including semi-conductor, batteries, chemical manufacturing and advanced materials development. Finally, our remarketed instruments business refurbishes and resells certified pre-owned instruments to value-oriented customers who would like Agilent quality and performance at a budget conscious price.
AddedMD&A
On June 2, 2023, we entered into an Uncommitted Money Market Line Credit agreement with Societe Generale which
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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, 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.
RewordedMD&A
Workforce Consolidation of Excess Facilities Total Reduction (in millions) Balance at October 31, 2022 $ — $ — $ — Income statement expense 33 13 46 Non-cash settlements (1) (8) (9) Cash payments (1) — (1) Balance at October 31, 2023 $ 31 $ 5 $ 36 Income statement expense 75 1 76 Non-cash settlements (7) (1) (8) Cash payments (86) (5) (91) Balance at October 31, 2024 $ 13 $ — $ 13 Total restructuring Income statement expense 82 — 82 Non-cash settlements (18) — (18) Cash payments (60) — (60) Currency translation impact 1 — 1 Balance at October 31, 2025 $ 18 $ — $ 18 Restructuring expense since inception of all plans $ 122 plans:
RewordedMD&A
Interest expense expense, net of capitalized interest for the years ended October 31, 2024, 2025, 2024 and 2023 and 2022 was $112 million, $96 million, $95 million and $84 $95 million, respectively, and primarily relates to the interest charged on our senior notes, term loan, credit facilities, facilities and commercial paper and the amortization of the deferred loss recorded upon termination of the forward starting interest rate swap contracts partially offset by the amortization of deferred gains recorded upon termination of interest rate swap contracts. paper.
RewordedMD&A
Workforce Consolidation of Excess Facilities Total Reduction (in millions) Balance at October 31, 2022 $ — $ — $ — Income statement expense 33 13 46 Non-cash settlements (1) (8) (9) Cash payments (1) — (1) Balance at October 31, 2023 $ 31 $ 5 $ 36 Income statement expense 3 1 4 Non-cash settlements — (1) (1) Cash payments (32) (5) (37) Balance at October 31, 2024 $ 2 $ — $ 2 Cash payments (2) — (2) Balance at October 31, 2025 $ — $ — $ — Total restructuring expense since inception of the FY23 Plan $ 50
RewordedMD&A
In 2024, 2025, we repurchased and retired 3.4 million shares for $425 million, excluding excise tax liability of approximately $3 million compared to repurchases in 2024 of 8.4 million shares for $1,150 million, excluding excise tax liability of approximately $10 million compared to which was paid in 2025 and repurchases in 2023 of 4.6 million shares for $575 million, excluding excise tax liability of approximately $3 million million, which was paid in 2024 and 8.4 million shares for $1,139 million, in 2022. 2024.
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Less than one One to three years Three to five years More than five years year Senior notes $ — 300 $ 900 600 $ 500 1,000 $ 1,950 1,450 Other loans - BIOVECTRA 4 5 8 4 7 Commercial paper 40 — — — 3 11 Interest expense 107 276 169 131 124 Transition tax 41 51 — — — Operating leases 48 66 34 65 51 71 33 64 Total $ 241 513 $ 1,301 845 $ 669 1,167 $ 2,146 1,649
RewordedMD&A
Geographically, revenue decreased 1 increased 16 percent in the Americas with no currency impact, increased 9 percent in Europe with a 2 percentage point favorable currency impact and increased 3 percent in Europe Asia Pacific with a 1 percentage point unfavorable currency impact and decreased 6 percent in Asia Pacific with a 5 percentage point unfavorable currency impact.
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Revenue declined modestly in the chemicals and advanced materials market declined significantly due to weakness in our liquid chromatography, gas chromatography vacuum and liquid chromatography mass spectrometry spectroscopy businesses partially offset by strength in our consumables business gas chromatography mass spectrometry, gas chromatography and remarketed instruments businesses when compared to 2023. the same period last year.
Quiet changesMD&A
For the year ended October 31, 2024, revenue declined in all most of our end markets.
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