Agilent Technologies Inc. (A) 2019年年度報告「NYSE」.pdf

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1、?UNITED STATES?SECURITIES AND EXCHANGE COMMISSION?Washington,D.C.20549?_?Form?10-K?_?(MARK ONE)?REPORT PURSUANT TO SECTION 13 OR 15(d)?OF THE SECURITIES EXCHANGE ACT OF 1934.For the fiscal year ended October?31,2019?or?d)?OF THE SECURITIES EXCHANGE ACT OF 1934.For transition period from to?Commissio

2、n File Number:001-15405?_?Agilent Technologies,?Inc.?(Exact name of registrant as specified in its charter)?Delaware?77-0518772?(State or other jurisdiction of incorporation or organization)?(IRS Employer Identification No.)?Address of principal executive offices:5301 Stevens Creek Blvd.,Santa Clara

3、,California 95051?Registrants telephone number,including area code:(800)?227-9770?Securities registered pursuant to Section?12(b)of the Act:?Title of each Class?Trading Symbol?Name of each Exchange on which registered?Common Stock,$0.01 par value?A?New York Stock Exchange?Securities registered pursu

4、ant to Section?12(g)of the Act:None?_?Indicate by check mark if the registrant is a well-known seasoned issuer,as defined in Rule?405 of the Securities Act.Yes?No?Indicate by check mark if the registrant is not required to file reports pursuant to Section?13 or Section?15(d)of the Act.Yes?No?Indicat

5、e by check mark whether the registrant(1)?has filed all reports required to be filed by Section?13 or 15(d)of the Securities Exchange Act of 1934 during the preceding 12?months(or for such shorter period that the registrant was required to file such reports),and(2)?has been subject to such filing re

6、quirements for the past 90?days.Yes?No?Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule?405 of Regulation?S-T(232.405 of this chapter)during the preceding 12?months(or for such shorter period that the reg

7、istrant was required to submit such files).Yes?No?Indicate by check mark whether the registrant is a large accelerated filer,an accelerated filer,a non-accelerated filer,a smaller reporting company or an emerging growth company.See the definitions of large accelerated filer,accelerated filer,smaller

8、 reporting company and emerging growth company in Rule?12b-2 of the Exchange Act.?Large accelerated filer?Accelerated filer?Non-accelerated filer?Smaller reporting company?Emerging growth company?If an emerging growth company,indicate by check mark if the registrant has elected not to use the extend

9、ed transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a)of the Exchange Act.?Indicate by check mark whether the registrant is a shell company(as defined in Rule?12b-2 of the Exchange Act).Yes?No?The aggregate market value of the reg

10、istrants common equity held by non-affiliates as of April?30,2019,was approximately$18.9 billion.Shares of stock held by officers,directors and 5?percent or more stockholders have been excluded in that such persons may be deemed to be affiliates.This determination of affiliate status is not necessar

11、ily a conclusive determination for other purposes.?As of December?10,2019,there were 310,183,415 outstanding shares of common stock,par value$0.01 per share.?_?DOCUMENTS INCORPORATED BY REFERENCE?Document Description?10-K Part?Portions of the Proxy Statement for the Annual Meeting of Stockholders(th

12、e Proxy Statement)to be held on March?18,2020,and to be filed pursuant to Regulation?14A within 120?days after registrants fiscal year ended October?31,2019 are incorporated by reference into Part?III of this Report?III?TABLE OF CONTENTS?Page?Forward-Looking Statements?3?PART I?Item?1?Business?3?Ite

13、m?1A?Risk Factors?15?Item?1B?Unresolved Staff Comments?25?Item?2?Properties?25?Item?3?Legal Proceedings?26?Item 4?Mine Safety Disclosures?26?PART II?Item?5?Market for the Registrants Common Equity,Related Stockholder Matters and Issuer Purchases of Equity Securities?26?Item?6?Selected Financial Data

14、?29?Item?7?Managements Discussion and Analysis of Financial Condition and Results of Operations?30?Item?7A?Quantitative and Qualitative Disclosures About Market Risk?50?Item?8?Financial Statements and Supplementary Data?52?Item?9?Changes in and Disagreements with Accountants on Accounting and Financ

15、ial Disclosure?113?Item?9A?Controls and Procedures?113?Item?9B?Other Information?113?PART III?Item?10?Directors,Executive Officers and Corporate Governance?113?Item?11?Executive Compensation?114?Item?12?Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters?11

16、4?Item?13?Certain Relationships and Related Transactions,and Director Independence?115?Item?14?Principal Accounting Fees and Services?115?PART IV?Item?15?Exhibits,Financial Statement Schedules?115?Forward-Looking Statements?This report contains forward-looking statements including,without limitation

17、,statements regarding growth opportunities,including for revenue and our end markets,strength and drivers of the markets we sell into,sales funnels,our strategic direction,new product and service introductions and the position of our current products and services,market demand for and adoption of ou

18、r products,the ability of our products and solutions to address customer needs and meet industry requirements,our focus on differentiating our product solutions,improving our customers experience and growing our earnings,future financial results,our operating margin,mix,our investments,including in

19、manufacturing infrastructure,research and development and expanding and improving our applications and solutions portfolios,expanding our position in developing countries and emerging markets,our focus on balanced capital allocation,our contributions to our pension and other defined benefit plans,im

20、pairment of goodwill and other intangible assets,the effect of the U.S.Tax Cuts and Jobs Act of 2017(the Tax Act)and U.S.and other tariffs,the impact of foreign currency movements,our hedging programs and other actions to offset the effects of tariffs and foreign currency movements,our future effect

21、ive tax rate,tax valuation allowance and unrecognized tax benefits,the impact of local government regulations on our ability to pay vendors or conduct operations,our ability to satisfy our liquidity requirements,including through cash generated from operations,the potential impact of adopting new ac

22、counting pronouncements,indemnification,source and supply of materials used in our products,our sales,our purchase commitments,our capital expenditures,the integration and effects of our acquisitions and other transactions,and our stock repurchase program and dividends that involve risks and uncerta

23、inties.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 Form?10-K.?PART I?Item?1.?Business?Overview?Agilent Technologies Inc.(we,Agilent or the company

24、),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.?For fiscal year ended October?31,2019,we have thr

25、ee business segments comprised of the life sciences and applied markets business,diagnostics and genomics business and the Agilent CrossLab business.?Our life sciences and applied markets business provides application-focused solutions that include instruments and software that enable customers to i

26、dentify,quantify and analyze the physical and biological properties of substances and products,as well as enable customers in the clinical and life sciences research areas to interrogate samples at the molecular and cellular level.Our diagnostics and genomics business is comprised of six areas of ac

27、tivity providing active pharmaceutical ingredients(APIs)for oligo-based therapeutics as well as solutions that include reagents,instruments,software and consumables which enable customers in the clinical and life sciences research areas to interrogate samples at the cellular and molecular level.The

28、Agilent CrossLab business spans the entire lab with its extensive consumables and services portfolio,which is designed to improve customer outcomes.In addition,we conduct centralized order fulfillment and supply chain operations for our businesses through the order fulfillment and supply chain organ

29、ization(OFS).OFS?provides resources for manufacturing,engineering and strategic sourcing to our respective businesses.Each of our businesses,together with OFS and Agilent Technologies Research Laboratories,is supported by our global infrastructure organization,which provides shared services in the a

30、reas of finance,information technology,legal,certain procurement services,workplace services and human resources.?We sell our products primarily through direct sales,but we also utilize distributors,resellers,manufacturers representatives and electronic commerce.As of October?31,2019,we employed app

31、roximately 16,300 people worldwide.Our primary research and development and manufacturing sites are in California,Colorado,Delaware,Massachusetts,Texas and Vermont in the U.S.and in Australia,China,Denmark,Germany,Italy,Japan,Malaysia,Singapore and the United Kingdom.?Life Sciences and Applied Marke

32、ts Business?Our life sciences and applied markets business 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,as well as enable customers in the clinical

33、 and life sciences research areas to interrogate samples at the molecular and cellular level.Key product categories include:liquid chromatography(LC)systems and components;liquid chromatography mass spectrometry(LCMS)systems;gas chromatography(GC)systems and components;gas chromatography mass spectr

34、ometry(GCMS)systems;inductively coupled plasma mass spectrometry(ICP-MS)instruments;atomic absorption(AA)instruments;microwave plasma-atomic emission spectrometry(MP-AES)instruments;inductively coupled plasma optical emission spectrometry(ICP-OES)instruments;raman spectroscopy;cell analysis plate ba

35、sed assays;flow cytometer;real-time cell analyzer;cell imaging systems;microplate reader;laboratory software for sample tracking;information management and analytics;laboratory automation and robotic systems;dissolution testing;vacuum pumps and measurement technologies.?We employed approximately 5,4

36、00 people as of October?31,2019 in our life sciences and applied markets business.?Life Sciences and Applied Markets Our life sciences and applied markets business focuses primarily on the following five markets:?The Pharmaceutical,Biopharmaceutical,CRO&CMO Market.This market consists of“for-profit”

37、companies who participate across the pharmaceutical value chain in the areas of therapeutic research,discovery?&development,clinical trials,manufacturing and quality assurance and quality control.One sub-segment of this market is core and emerging pharmaceutical companies(pharma).A second sub-segmen

38、t includes biopharmaceutical companies(biopharma),contract research organizations(CROs)and contract manufacturing organizations(CMOs).Biopharma companies and,to a somewhat lesser extent,CROs and CMOs typically participate in specific points in the pharmaceutical industry value chain.Additionally,due

39、 to the relatively low drug efficacy within oncology,pharma companies are partnering with diagnostic companies to bring validated tests to the market with their new drugs.The Academic and Government Market.This market consists primarily of“not-for-profit”organizations and includes academic instituti

40、ons,large government institutes and privately funded organizations.The academic and government market plays an influential role in technology adoption and therapeutic developments for pharmaceutical and molecular diagnostics companies.After decades of investment in basic biomedical research by gover

41、nment funding bodies,the focus has widened to include translational research?-multidisciplinary scientific efforts directed at accelerating therapy development.The Chemical&Energy Market.?The natural gas and petroleum refining markets use our products to measure and control the quality of their fini

42、shed products and to verify the environmental safety of their operations.Petroleum refiners use our measurement solutions to analyze crude oil composition,perform raw material analysis,verify and improve refining processes and ensure the overall quality of gasoline,fuels,lubricants and other product

43、s.Our solutions are also used in the development,manufacturing and quality control of fine chemicals and other industrial applications such as materials analysis.?The Environmental&Forensics Market.?Our instruments,software and workflow solutions are used by the environmental market for applications

44、 such as laboratory and field analysis of chemical pollutants in air,water,soil and solid waste.Environmental industry customers include all levels of government,the industrial and manufacturing sectors,engineering and consulting companies,commercial testing laboratories and colleges and universitie

45、s.Drug testing and forensics laboratories use our instruments,software and workflow solutions for applications such as analyzing evidence associated with crime,screening athletes for performance enhancing drugs,analyzing samples for recreational drugs,or detecting and identifying biological and chem

46、ical warfare agents.Some of our instruments are used in mobile laboratories as well.Customers include local,state,federal,and international law enforcement agencies and health laboratories.?The Food Market.?Our instruments,software,and workflow solutions are used throughout the food production chain

47、,including incoming inspection,new product development,quality control and assurance,and packaging.For example,our mass spectrometer portfolio is used to analyze contaminants and residual pesticides in food.There is also a significant food safety market involved in analyzing food for pathogen contam

48、ination,accurate verification of species type and evidence of genetically modified content.?Life Sciences and Applied Markets Products and Applications Our products fall into eight main areas of work:liquid chromatography,gas chromatography,mass spectrometry,spectroscopy,software and informatics,lab

49、 automation and robotics,vacuum technology and cell analysis.?Our key products and applications include the following technologies:?Liquid Chromatography A liquid chromatograph(LC)or a high-performance liquid chromatograph(HPLC)is used to separate molecules of a liquid mixture to determine the quant

50、ity and identity of the molecules present.The Agilent LC portfolio is modular in construction and can be configured as analytical and preparative systems.These systems can be stepwise upgraded to highly sophisticated,automated workflow solutions such as method development,multi-method/walk-up,high-c

51、apacity/high-throughput or multi-dimensional LC and can be extended to application-based analyzers e.g.?for bio-molecular separations,chiral analysis or size exclusion chromatography.As a leader in liquid chromatography,we continue to expand our application space with new HPLC columns,new services a

52、nd diagnostics offerings and ongoing instrument and software product enhancements.?Gas Chromatography?Agilent is the worlds leading provider of gas chromatographs,both laboratory and portable models.GCs are used to separate any gas,liquid or solid that can be vaporized and then detect the molecules

53、present to determine their identity and quantity.Agilent provides custom or standard analyzers configured for specific chemical analysis applications,such as detailed speciation of a complex hydrocarbon stream,calculation of gas calorific values in the field,or analysis of a new bio-fuel formulation

54、.We also offer related software,accessories and consumable products for these and other similar instruments.?Mass Spectrometry A mass spectrometer(“MS”)identifies and quantifies chemicals based on a chemicals molecular mass and characteristic patterns of fragment ion masses that result when a molecu

55、le is broken apart.Liquid chromatography is commonly used to separate compounds and introduce them to the MS system.The combined use of LC and MS is frequently used both to identify and quantify chemical compounds.Mass spectrometry is an important tool in analyzing small molecules and can also be us

56、ed to characterize and quantify proteins and other biological entities.Agilents LCMS portfolio includes instruments built around four main analyzer types?-single quadrupole,triple quadrupole,time-of-flight(TOF)and quadrupole time-of-flight(QTOF).We significantly expanded our mass spectrometry portfo

57、lio in recent years with a focus on improving performance,sensitivity,and ease of use.?Spectroscopy?Spectroscopy is a technique for analyzing the individual chemical components of substances based on the absorption or emission of electromagnetic radiation of specific wavelengths of light.Our spectro

58、scopy instruments include AA spectrometers,microwave plasma-atomic emission spectrometers(MP-AES),ICP-OES,ICP-MS,fluorescence spectrophotometers,ultraviolet-visible(UV-Vis)spectrophotometers,Fourier Transform infrared(FT-IR spectrophotometers,near-infrared(NIR)spectrophotometers,raman spectrometers

59、and sample automation products.We also offer related software,accessories and consumable products for these and other similar instruments.?Software and Informatics We provide software for instrument control,data acquisition,data analysis,laboratory content and business process management,and informa

60、tics.Our software facilitates the compliant use of instruments in pharmaceutical quality assurance/quality control environments.With our OpenLab Laboratory Software Suite,Agilent has a scalable,open software platform that enables customers to capture,analyze,and share scientific data throughout the

61、lab and across the enterprise.?Lab Automation and Robotics We offer a comprehensive suite of workflow solutions to our life science customers with the addition of automated liquid handling and robotics that range from standalone instrumentation to bench-top automation solutions.These solutions stren

62、gthen our offering of automated sample preparation solutions across a broad range of applications.?Vacuum Technology?Our vacuum technologies products are used to create,control,measure and test vacuum environments in life science,industrial and scientific applications where ultra-clean,high-vacuum e

63、nvironments are needed.Vacuum technologies customers are typically OEMs?that manufacture equipment for these applications,or government and research organizations that require vacuum solutions in their facilities.Products include a wide range of high and ultra-high vacuum pumps(diffusion,turbomolecu

64、lar and ion getter),intermediate vacuum pumps(rotary vane,sorption and dry scroll),vacuum instrumentation(vacuum control instruments,sensor gauges and meters)and vacuum components(valves,flanges and other mechanical hardware).These products also include helium mass spectrometry and helium-sensing le

65、ak detection instruments used to identify and measure leaks in hermetic or vacuum environments.In addition to product sales,we also offer a wide range of services including an exchange and rebuild program,assistance with the design and integration of vacuum systems,applications support and training

66、in basic and advanced vacuum technologies.?Cell Analysis Our cell analysis tools are used to study cell signaling pathways,general cell function and behavior through metabolic profile analysis,real-time cellular impedance measurements,and traditional cytometry techniques.Characterizing cellular beha

67、vior and function is an increasingly critical step in understanding normal behavior versus diseased states,advancements of those diseases,and response to therapies,providing researchers with a more targeted approach for drug discovery and ultimately more effective therapeutics.?Our cell analysis por

68、tfolio includes cell analysis plate-based assays,flow cytometer,real-time cell analyzer,microplate reader,cell imaging system and related consumables.Cell analysis customers are typically academic institutions and pharma and biopharma companies.?Life Sciences and Applied Markets Customers We had app

69、roximately 23,700 customers for our life sciences and applied markets business in fiscal 2019.No single customer represented a material amount of the net revenue of the life sciences and applied markets business.A significant number of our life sciences and applied markets customers are also custome

70、rs of our Agilent CrossLab business.?The life sciences and applied markets business is susceptible to seasonality in its orders and revenues primarily related to U.S.and foreign government budgets,chemical and energy and environmental customers and large pharmaceutical company budgets.Historically,t

71、he result is that our first and fourth fiscal quarters tend to deliver the strongest profits for this group.However,general economic trends,new product introductions and competition might overshadow this trend in any given year.?Life Sciences and Applied Markets Sales,Marketing and Support The life

72、sciences and applied markets channels focus on the therapeutics and human disease research customer base(pharma,biopharma,CRO,CMO and generics),clinical customer base(high complexity clinical testing labs),emerging life sciences opportunities in life science research institutes and applied markets(c

73、hemical and energy,food,environmental and forensics).We deploy a multi-channel approach,marketing products to our customers through direct sales,electronic commerce,resellers,manufacturers representatives and distributors.We primarily use direct sales to market our solutions to our pharmaceutical,bi

74、opharmaceutical,clinical,life science research and applied market accounts.Sales agents supplement direct sales by providing broader geographic coverage and coverage of smaller accounts.Our active reseller program augments our ability to provide more complete solutions to our customers.We sell our c

75、onsumable products through distributors,electronic commerce and direct sales.?Our products typically come with standard warranties,and extended warranties are available for additional cost.?Life Sciences and Applied Markets Manufacturing Our manufacturing supports our diverse product range and custo

76、mer-centric focus.We assemble highly configurable products to individual customer orders and make standard products to stock.We employ advanced manufacturing techniques and supply chain management systems to reduce costs and manufacturing cycle times.Our manufacturing process then converts these des

77、igns into standard as well as custom products for shipment to customers.We selectively use third parties to provide some supply chain processes for manufacturing,warehousing and logistics.Inside the U.S.,we have manufacturing facilities in California,Delaware,Massachusetts and Vermont.Outside of the

78、 U.S.,we have manufacturing facilities in Germany,Malaysia and Singapore.We have FDA registered sites in California,Vermont,Germany and Singapore.?Life Sciences and Applied Markets Competition The markets for analytical instruments in which we compete are characterized by evolving industry standards

79、 and intense competition.Our principal competitors in the life sciences and applied markets arena include:Danaher Corporation,PerkinElmer Inc.,Shimadzu Corporation,Thermo Fisher Scientific?Inc.and Waters Corporation.Agilent competes on the basis of product performance,reliability,support quality,app

80、lications expertise,global channel coverage and price.?Diagnostics and Genomics Business?Our diagnostics and genomics business includes the genomics,nucleic acid contract manufacturing and research and development,pathology,companion diagnostics,reagent partnership and biomolecular analysis business

81、es.?Our diagnostics and genomics business is comprised of six areas of activity providing active pharmaceutical ingredients(APIs)for oligo-based therapeutics as well as solutions that include reagents,instruments,software and consumables,which enable customers in the clinical and life sciences resea

82、rch areas to interrogate samples at the cellular and molecular level.?First,our genomics business includes arrays for DNA mutation detection,genotyping,gene copy number determination,identification of gene rearrangements,DNA methylation profiling,gene expression profiling,as well as next generation

83、sequencing(NGS)target enrichment and genetic data management and interpretation support software.This business also includes solutions that enable clinical labs to identify DNA variants associated with genetic disease and help direct cancer therapy.Second,our nucleic acid solutions business provides

84、 equipment and expertise focused on production of synthesized oligonucleotides under pharmaceutical good manufacturing practices(GMP)conditions for use as API in an emerging class of drugs that utilize nucleic acid molecules for disease therapy.Third,our pathology solutions business is focused on pr

85、oduct offerings for cancer diagnostics and anatomic pathology workflows.The broad portfolio of offerings includes immunohistochemistry(IHC),in situ hybridization(ISH),hematoxylin and eosin(H&E)staining and special staining.Fourth,we also collaborate with a number of major pharmaceutical companies to

86、 develop new potential pharmacodiagnostics,also known as companion diagnostics,which may be used to identify patients most likely to benefit from a specific targeted therapy.Fifth,the reagent partnership business is a provider of reagents used for turbidimetry and flow cytometry.Finally,our biomolec

87、ular analysis business provides complete workflow solutions,including instruments,consumables and software,for quality control analysis of nucleic acid samples.?Samples are analyzed using quantitative and qualitative techniques to ensure accuracy in further genomics analysis techniques utilized in c

88、linical and life science research applications.?We employed approximately 2,800 people as of October?31,2019 in our diagnostics and genomics business.?Diagnostics and Genomics Market?Within the diagnostics and genomics business,we focus primarily on the diagnostics and clinical market.A significant

89、part of our clinical diagnostic customers are in pathology labs throughout the world.Our high-quality,automated pathology tissue staining platforms and solutions are used most heavily by the large labs located in hospitals,medical centers,and reference labs.The market is skewed towards mature econom

90、ies,with most of the market in North America,Western Europe and Japan.The mix is changing,however,as emerging markets increase spending on human health.?The clinical market for genomics consists of high complexity clinical labs performing patient testing,including“for-profit”reference laboratories,h

91、ospital labs,and molecular diagnostic companies.While these labs primarily purchase in vitro diagnostics(IVD)labeled testing kits,they often develop and validate their own molecular based tests.Analyte Specific Reagents(ASRs)are often used by these labs.?Diagnostics and Genomics Products Our product

92、s fall into eight main areas of work:pathology products,specific proteins and flow reagents,companion diagnostics,target enrichment,cytogenetic research solutions and microarrays,PCR and qPCR instrumentation and molecular biology reagents,nucleic acid solutions and automated electrophoresis and micr

93、ofluidics.?Pathology?This area consists of routine clinical solutions for tissue-based cancer diagnostics with solutions that comprise antibodies,reagents,instruments and software targeting both primary and advanced cancer diagnostics.Our CoverStainer and Artisan based product families target primar

94、y cancer diagnostics through hematoxylin and eosin staining as well as special stains for additional insights and detection of potentially carcinogenic tissue.Dako Omnis and Autostainer based IHC solution and Instant Quality Fluorescence In Situ Hybridization(IQFISH)technologies provide advanced tum

95、or typing through investigation of protein and gene expression.These products also include companion diagnostic tests that are used to help identify patients most likely to benefit from a specific targeted therapy.?Specific Proteins and Flow Reagents?Our reagent OEM business is a provider of clinica

96、l diagnostic products within the areas of specific proteins for turbidimetry and reagents for flow cytometry.These are sold to OEM customers as customized reagent solutions supplied to top IVD companies or through retail partners.?Companion Diagnostics?In our companion diagnostics business,we partne

97、r with a number of major pharmaceutical companies to develop new potential pharmacodiagnostics,which may be used to identify patients most likely to benefit from a specific targeted therapy.We support pharmaceutical companies during each phase of their drug development process,from early pre-clinica

98、l through commercial launch activities.Companion diagnostics has a history of developing clinically relevant and validated tests,with accurate and effective scoring and interpretation guidelines,that enable successful regulatory approvals in our worldwide markets.?Target Enrichment?We provide a targ

99、et enrichment portfolio composed of two main platforms,SureSelect and HaloPlex,both enabling customers to select specific target regions of the genome for sequencing.Customers can customize our products for their regions of interest using the SureDesign software,or they can choose from a wide range

100、of catalog products,including gene panels for specific applications and Exome designs,which allow analysis of the entire coding sequences of the genome.The technologies provide an easy sample prep workflow that can be automated with the Agilent Bravo platform for scalability.HaloPlex provides less-t

101、han-24-hours fast workflow,which makes it suitable for labs that require fast turnaround time from sample to results.These products are used for mutation detection and genotyping.Results can be easily analyzed using Agilent software solutions GeneSpring or SureCall.Our solutions also enable clinical

102、 labs to identify DNA variants associated with genetic diseases and help direct cancer therapy.?Cytogenetic Research Solutions and Microarrays?We provide microarrays for comparative genomic hybridization(“CGH”),mostly used by customers in cytogenetic laboratories.The arrays allow customers to detect

103、 genome-wide copy number alterations,with high levels of resolution(from entire chromosomal copy number changes to specific microdeletions or duplications).The arrays are offered in many formats allowing the customers to choose from different levels of resolution and number of samples per arrays.Arr

104、ays can also be customized using the SureDesign software.In addition to the microarrays,Agilents solution includes reagents for sample processing,hardware for reading the microarrays,and software to help users view the data in a meaningful way.In addition to the CGH portfolio,the cytogenetics soluti

105、on comprises a line of oligonucleotide probes for fluorescent in situ hybridization(FISH)called SureFISH.Additionally,Agilent provides a wide range of microarrays to the research market for different types of applications:gene expression,microRNA,methylation,splice variants,and chromatin immunopreci

106、pitation applications.Arrays are offered as catalog designs or customizable designs,with no minimum order size and short delivery time,which differentiates us from other vendors and enables researchers the maximum flexibility in their studies.?PCR and qPCR Instrumentation and Molecular Biology Reage

107、nts Polymerase chain ceaction(PCR)is a standard laboratory method used to amplify the amount of genetic material of a given sample to enable further interrogation.?Quantitative PCR(qPCR)or real time PCR is also a standard method used in genomic research facilities to measure the amount of a specific

108、 nucleic acid sequence within a sample.?There are several applications for qPCR,among the most common are identifying the expression level of a specific gene,or calculating the amount of a specific pathogen present in a sample.Agilent offers a complete portfolio of PCR&qPCR instruments,as well as sp

109、ecialty enzymes for amplifying difficult sample types.In addition to PCR and qPCR enzymes,Agilent offers a wide range of molecular biology reagents including tools for cloning and mutagenesis applications.?Nucleic Acid Solutions?Our nucleic acid solutions business is a contract manufacturing and dev

110、elopment services business with equipment and expertise focused on mid to large scale production of synthesized oligonucleotide APIs under pharmaceutical GMP conditions for an emerging class of drugs that utilize oligonucleotide molecules for disease therapy.?These drugs have advanced from single st

111、rand DNA molecules to complex,highly modified molecules including antisense,aptamers,double-stranded RNA,and RNA mixtures.These advancements in the technology have greatly improved the efficacy of delivery and stability of the oligos in-vivo.Our nucleic acid solutions business offers industry leadin

112、g experience to efficiently advance our customers oligo drug candidates from clinical trials to commercial launch with a common goal of patient health and safety.?Automated Electrophoresis and Microfluidics Automated electrophoresis is a separation technique for bio molecules such as proteins,peptid

113、es and nucleic acids(RNA and DNA)and is used to determine the identity of a molecule by either size or charge.It is widely used as a QC tool to check sample integrity prior to subsequent analysis.Prominent examples are nucleic acid preparation products in front of polymerase chain reaction,NGS and m

114、icroarrays.?Diagnostics and Genomics Customers?We had approximately 11,500 customers for our diagnostics and genomics business in fiscal 2019.No single customer represented a material amount of the net revenue of the diagnostics and genomics business.?Diagnostics and Genomics Sales,Marketing and Sup

115、port?The diagnostics and genomics channels focus on the therapeutics and human disease research customer base(pharma,biopharma,CRO,CMO and generics),clinical customer base(pathology labs and high complexity clinical testing labs)and on emerging life sciences opportunities in life science research in

116、stitutes.We deploy a multi-channel approach,marketing products to our customers through direct sales,electronic commerce,resellers,manufacturers representatives and distributors.We primarily use direct sales to market our solutions to our pharmaceutical,biopharmaceutical and clinical accounts.Sales

117、agents supplement direct sales by providing broader geographic coverage and coverage of smaller accounts.Our active reseller program augments our ability to provide more complete solutions to our customers.We sell our consumable products through distributors,telesales,electronic commerce and direct

118、sales.We utilize telesales for more mature product lines,as well as for reorders of reagent products.?Diagnostics and Genomics Manufacturing?Our manufacturing supports our diverse product range and customer-centric focus.We assemble highly configurable products to individual customer orders and make

119、 standard products to stock.We employ advanced manufacturing techniques and supply chain management systems to reduce costs and manufacturing cycle times.We selectively use third parties to provide some supply chain processes for manufacturing,warehousing and logistics.In the U.S.,we have manufactur

120、ing facilities in California,Colorado and Texas.Outside of the U.S.,we have manufacturing facilities in Denmark and Malaysia.Our FDA registered sites include California,Colorado,Texas and Denmark.We utilize just-in-time manufacturing and so typically do not maintain a high level of inventory.?Diagno

121、stics and Genomics Competition?The markets for diagnostics and genomics analytical products in which we compete are characterized by evolving industry standards and intense competition.Our principal competitors in the diagnostics and genomics arena include:Roche Ventana Medical Systems,Inc.,a member

122、 of the Roche Group,Leica Biosystems,Inc.,a division of Danaher Corporation,Abbott?Laboratories,Ilumina,Inc.and Affymetrix,Inc.,a division of Thermo Fisher Scientific?Inc.Agilent competes on the basis of product performance,reliability,support quality,applications expertise,whole solution offering,g

123、lobal channel coverage and price.?Diagnostics and Genomics Government Regulation Some of the products the diagnostics and genomics business sells are subject to regulatory approval by the FDA and other regulatory bodies throughout the world.?These regulations govern a wide variety of product related

124、 activities,from quality management,design and development to labeling,manufacturing,promotion,sales and distribution.?We continually invest in our manufacturing infrastructure to gain and maintain certifications necessary for the level of clearance.?Agilent CrossLab Business?The Agilent CrossLab bu

125、siness spans the entire lab with its extensive consumables and services portfolio,which is designed to improve customer outcomes.The majority of the portfolio is vendor neutral,meaning Agilent can serve and supply customers regardless of their instrument purchase choices.Solutions range from chemist

126、ries and supplies to services and software helping to connect the entire lab.Key product categories in consumables include GC and LC columns,sample preparation products,custom chemistries,and a large selection of laboratory instrument supplies.Services include startup,operational,training and compli

127、ance support,software as a service,as well as asset management and consultative services that help increase customer productivity.Custom service and consumable bundles are tailored to meet the specific application needs of various industries and to keep instruments fully operational and compliant wi

128、th the respective industry requirements.?Our Agilent CrossLab business employed approximately 5,500 people as of October?31,2019.?Agilent CrossLab Markets?The Pharmaceutical,Biopharmaceutical,CRO&CMO Market.Our services and consumable products support customers in this market that consists of“for-pr

129、ofit”companies who participate across the pharmaceutical value chain in the areas of therapeutic research,discovery?and development,clinical trials,manufacturing and quality assurance and quality control.One sub-segment of this market is core and emerging pharmaceutical companies(pharma).A second su

130、b-segment includes biopharmaceutical companies(biopharma),contract research organizations(CROs)and contract manufacturing organizations(CMOs).Biopharma companies and,to a somewhat lesser extent,CROs and CMOs typically participate in specific points in the pharmaceutical industry value chain.Addition

131、ally,due to the relatively low drug efficacy within oncology,pharma companies are partnering with diagnostic companies to bring validated tests to the market with their new drugs.The Academic and Government Market.Our services and consumable products support customers in this market that consists pr

132、imarily of“not-for-profit”organizations and includes academic institutions,large government institutes and privately funded organizations.The academic and government market plays an influential role in technology adoption and therapeutic developments for pharmaceutical and molecular diagnostics comp

133、anies.After decades of investment in basic biomedical research by government funding bodies,the focus has widened to include translational research?-multidisciplinary scientific efforts directed at accelerating therapy development.The Chemical&Energy Market.?The natural gas and petroleum refining ma

134、rkets use our services and consumable products to support their quality control and environmental safety reviews.Petroleum refiners use our services and consumable products to support their analysis of crude oil composition and raw materials,as well as help improve their refining processes and impro

135、ve the quality of their products.?Our services and consumable products are also used in the development,manufacturing and quality control of fine chemicals and other industrial applications,such as material analysis.?The Environmental&Forensics Market.?Our services and consumable products support th

136、e environmental industry customers that perform laboratory and field analysis of chemical pollutants in air,water,soil and solid waste.Environmental industry customers include all levels of government,the industrial and manufacturing sectors,engineering and consulting companies,commercial testing la

137、boratories and colleges and universities.Our services and consumable products also support drug testing and forensics laboratories that are involved with analyzing evidence associated with crime,screening athletes for performance enhancing drugs,analyzing samples for recreational drugs,or detecting

138、and identifying biological and chemical warfare agents.Customers include local,state,federal,and international law enforcement agencies and commercial testing laboratories.The Food Market.?Our services and consumable products support the food production chain,including incoming inspection,new produc

139、t development,quality control and assurance,and packaging.Our services and consumable products also support the food safety market in their work to analyze food for concerns ranging from pathogen contamination,genetic modification,species verification and others.?The Diagnostics and Clinical Market.

140、Our services and consumable products support clinical diagnostic customers in pathology labs throughout the world.The market is skewed towards the mature economies,with most of the market in North America,Western Europe and Japan.The mix is changing,however,as emerging markets increase spending on h

141、uman health.Agilent CrossLab Products and Applications?Chemistries and Supplies?We offer a broad range of market specific consumables and supplies to complete customers analytical workflows from sample preparation through separation and analysis to storage,with the support of our technology platform

142、s.This includes sample preparation consumables such as solid phase extraction(SPE)and filtration products,self-manufactured GC and LC columns,chemical standards,and instrument replacement parts.Consumable products also include scientific instrument parts and supplies such as filters and fittings for

143、 GC systems;xenon lamps and cuvettes for UV-Vis-NIR,fluorescence,FT-IR and raman spectroscopy instruments;and graphite furnace tubes,hollow cathode lamps and specialized sample introduction glassware for our AA,ICP-OES and ICP-MS products.?Services and Support?We offer a wide range of startup,operat

144、ional,educational and compliance support services for our measurement and data handling systems.Our support services include maintenance,troubleshooting,repair and training for all of our chemical and bioanalytical instrumentation hardware and software products.Special service bundles have also been

145、 designed to meet the specific application needs of various industries.As customers continue to outsource laboratory operations and consolidate suppliers,our enterprise services consist of a broad portfolio of integrated laboratory management services including instrument services,lab supply managem

146、ent,asset management,procurement,informatics and scientific services.Advancements in our offering software and service solutions will help our customers operate a more digitally connected smart lab that can derive more value out of data analytics,artificial intelligence and robotics.?Remarketed Inst

147、ruments?We refurbish and resell certified pre-owned instruments to value-oriented customers who demand Agilent quality and performance at a budget conscious price.?Agilent CrossLab Customers?We had approximately 52,500 Agilent CrossLab customers in fiscal 2019 and no single customer represented a ma

148、terial amount of the net revenue of the Agilent CrossLab business.A significant number of our Agilent CrossLab customers are also customers of our life sciences and applied markets business.?The service and consumables business is mostly recurring in nature,and is not as susceptible to market season

149、ality and industry cycles in comparison to our instrument businesses.The vendor neutral portion of the portfolio allows the business to perform relatively independent from our instrument business.?Agilent CrossLab Sales,Marketing and Support?We deploy a multi-channel approach,marketing products and

150、services to our customers through direct sales,electronic commerce,resellers,manufacturers representatives and distributors.We primarily use direct sales to market our solutions to our large accounts.Sales agents supplement direct sales by providing broader geographic coverage and coverage of smalle

151、r accounts.Our active reseller program augments our ability to provide more complete solutions to our customers.We utilize telesales to enhance the transactional sales model of our products.All channels are supported by technical product and application specialists to meet our customers specific req

152、uirements.?We deliver our support services to customers in a variety of ways,including on-site assistance with repair or exchange of returned products,telephone support and self-diagnostic services provided over the Internet.We also offer special industry-focused service bundles that are designed to

153、 meet the specific needs of hydrocarbon processing,environmental,pharmaceutical and biopharmaceutical customers to keep instruments fully operational and compliant with the respective industry requirements.Our products typically come with standard warranties,and extended warranties are available for

154、 additional cost.?Agilent CrossLab Manufacturing Our primary manufacturing sites for the consumables business are in California and Delaware in the U.S.,and in the Netherlands and the United Kingdom outside of the U.S.Our direct service delivery organization is regionally based operating in 30 count

155、ries.?Agilent CrossLab Competition?Our principal competitors in the services and consumable products arena include many of our competitors from the instrument business,such as:Danaher Corporation,PerkinElmer,Inc.,Shimadzu Corporation,Thermo Fisher Scientific?Inc.and Waters Corporation,as well as num

156、erous niche consumables and service providers.Agilent competes on the basis of product performance,reliability,support quality,applications expertise,global channel coverage and price.?Agilent Technologies Research Laboratories?Agilent Technologies Research Laboratories(Agilent Labs)is our central r

157、esearch organization based in Santa Clara,California.The Research Labs create competitive advantage through high-impact technology,driving market leadership and growth in Agilents core businesses and expanding Agilents footprint into adjacent markets.At the cross-roads of the organization,the Resear

158、ch Labs are able to identify and enable synergies across Agilents businesses to create competitive differentiation and compelling customer value.?The technical staff have advanced degrees that cover a wide range of scientific and engineering fields,including molecular and cell biology,chemistry,phys

159、ics,pathology,mathematics,software and informatics,artificial intelligence,deep and machine learning,image processing,nano/microfabrication,fluidics,and business.?Global Infrastructure Organization?We provide support to our businesses through our global infrastructure organization.This support inclu

160、des services in the areas of finance,tax,treasury,legal,real estate,insurance services,workplace services,human resources,information technology services,order administration and other corporate infrastructure expenses.Generally,these organizations are managed from Santa Clara,California,with operat

161、ions and services provided worldwide.As of the end of October 2019,our global infrastructure organization employed approximately 2,600 people worldwide.?Agilent Order Fulfillment Organizations?Our order fulfillment and supply chain organization(“OFS”)focuses on order fulfillment and supply chain ope

162、rations in our businesses.OFS provides resources for manufacturing,engineering and strategic sourcing to our respective businesses.In general,OFS employees are dedicated to specific businesses and the associated costs are directly allocated to those businesses.?The following discussions of Research

163、and Development,Backlog,Intellectual Property,Materials,Environmental and Acquisition and Disposal of Material Assets include information common to each of our businesses.?Research and Development?We anticipate that we will continue to have significant research and development expenditures in order

164、to maintain our competitive position with a continuing flow of innovative,high-quality products and services.Our research and development efforts focus on potential new products and product improvements covering a wide variety of technologies,none of which is individually significant to our operatio

165、ns.Our research seeks to improve on various technical competencies in software,systems and solutions,life sciences and diagnostics.In each of these research fields,we conduct research that is focused on specific product development for release in the short-term as well as other research that is inte

166、nded to be the foundation for future products over a longer time-horizon.Most of our product development research is designed to improve products already in production,focus on major new product releases,and develop new product segments for the future.We remain committed to invest significantly in r

167、esearch and development and have focused our development efforts on key strategic opportunities to align our business with available markets and position ourselves to capture market share.?Backlog?We believe that backlog is not a meaningful indicator of future business prospects for our business seg

168、ments since a significant portion of our revenue for a given quarter is derived from the current quarters orders.?Therefore,we believe that backlog information is not material to an understanding of our business.?Intellectual Property?We generate patent and other intellectual property rights coverin

169、g significant inventions and other innovations in order to create a competitive advantage.While we believe that our licenses,patents and other intellectual property rights have value,in general no single license,patent or other intellectual property right is in itself material.In addition,our intell

170、ectual property rights may be challenged,invalidated or circumvented or may otherwise not provide significant competitive advantage.?Materials?Our life sciences and applied markets,diagnostics and genomics and Agilent CrossLab businesses all purchase materials from thousands of suppliers on a global

171、 basis.Some of the parts that require custom design work are not readily available from alternate suppliers due to their unique design or the length of time necessary for design work.Our long-term relationships with suppliers allow us to proactively manage technology road maps and product discontinu

172、ance plans and monitor their financial health.To address any potential disruption in our supply chain,we use a number of techniques,including qualifying multiple sources of supply and redesign of products for alternative components.In addition,while we generally attempt to keep our inventory at mini

173、mal levels,we do purchase incremental inventory as circumstances warrant to protect the supply chain.?Environmental?Our R&D,manufacturing and distribution operations involve the use of hazardous substances and are regulated under international,federal,state and local laws governing health and safety

174、 and the environment.We apply strict standards for protection of the environment and occupational health and safety to sites inside and outside the U.S.,even if not subject to regulation imposed by foreign governments.We believe that our properties and operations at our facilities comply in all mate

175、rial respects with applicable environmental laws and occupational health and safety laws.We are also regulated under a number of international,federal,state,and local laws regarding recycling,product packaging and product content requirements.We believe we are substantially in compliance with such e

176、nvironmental,product content/disposal and recycling laws.?We maintain a comprehensive Environmental Site Liability insurance policy which may cover certain clean-up costs or legal claims related to environmental contamination.This policy covers specified active,inactive and divested locations.?Infor

177、mation about our Executive Officers?The names of our current executive officers and their ages,titles and biographies appear below:?Henrik Ancher-Jensen,54,has served as our Senior Vice President,Agilent and President,Order Fulfillment since September 2013.?From September 2012 to September 2013,Mr.A

178、ncher-Jensen served as our Vice President,Global Product Supply,Diagnostics and Genomics Group.?From September 2010 to September 2012 he served as Corporate Vice President,Global Operations of Dako A/S,a Danish diagnostics company,and as Dakos Vice President,Supply Chain and Chief Information Office

179、r from 2006 to September 2010.?Prior to joining Dako,he spent more than 15 years in senior management roles and management consulting with Chr.Hansen,Deloitte Consulting and NVE.?Mark Doak,64,has served as our Senior Vice President,Agilent and President,Agilent CrossLab Group since September 2014.?F

180、rom August 2008 to September 2014,Mr.?Doak served as our Vice President and General Manager of the Services and Support Division.?Prior to that,he held several senior management positions across functions in marketing,quality and services.?Rodney Gonsalves,54,has served as our Vice President,Corpora

181、te Controllership and Chief Accounting Officer since May 2015.?From September 2009?to May 2015,Mr.Gonsalves served as Vice President and operational CFO for various business groups within the company,most recently for the Life Sciences and Applied Markets Group.?Prior to that,?Mr.Gonsalves served in

182、 various capacities for Agilent,including as vice president of Investor Relations,controller,corporate governance and customer financing in Agilents Global Infrastructure Organization,and controller for the Photonics Systems Business Unit.?Before joining Agilent,?Mr.Gonsalves held a variety of posit

183、ions in finance with Hewlett-Packard Co.?Dominique P.Grau,60,has served as our Senior Vice President,Human Resources since August 2014.From May 2012 to August 2014 Mr.Grau served as Vice President,Worldwide Human Resources.Prior to that,he served as Vice President,Compensation,Benefits and HR Servic

184、es from May 2006 to May 2012.Mr.Grau had previously served in various capacities for Agilent and Hewlett-Packard Company.Robert W.McMahon,51,has served as our Senior Vice President since August 2018 and Chief Financial Officer since September 2018.He previously served as the Chief Financial Officer

185、of Hologic,Inc.,a medical technology company from May 2014 to August 2018.?Prior to Hologic,Mr.McMahon spent 20 years with Johnson&Johnson most recently as Worldwide Vice President of Finance and Business Development for Ortho Clinical Diagnostics a division of Johnson&Johnsons Medical Device and Di

186、agnostics Group.?Michael R.McMullen,58,has served as Chief Executive Officer since March 2015 and as President since September 2014.From September 2014 to March 2015 he also served as Chief Operating Officer.From September 2009 to September 2014 he served as Senior Vice President,Agilent and Preside

187、nt,Chemical Analysis Group.Prior to that,he served in various capacities for Agilent,including as our Vice President and General Manager of the Chemical Analysis Solutions Unit of the Life Sciences and Chemical Analysis Group and Country Manager for Agilents China,Japan and Korea Life Sciences and C

188、hemical Analysis Group.Prior to that,Mr.?McMullen served as Controller for the Hewlett-Packard Company and Yokogawa Electric Joint Venture from July 1996 to March 1999.Since September 2018,Mr.McMullen has served as a member of the Board of Directors of Coherent,Inc.?Samraat S.Raha,47,has served as o

189、ur Senior Vice President,Agilent and President,Diagnostics and Genomics Group since April 2018.?From May 2017 to April 2018,Mr.Raha served as our Senior Vice President,Strategy and Corporate Development.?From June 2013 to January 2017 he served as Vice President,Global Marketing for Illumina,Inc.and

190、 from 2008 to 2012 he served as Vice President and General Manager,Genomic Assays/NextGen qPCR for Life Technologies,Inc.?Michael Tang,45,has served as our Senior Vice President,General Counsel and Secretary since January 2016.From May 2015 to January 2016 he served as Vice President,Assistant Gener

191、al Counsel and Secretary and from November 2013 to April 2015 he served as Vice President,Assistant General Counsel and Assistant Secretary.From March 2012 to October 2013 he served as Business Development Manager in Agilents Corporate Development group.Prior to that,Mr.Tang served in various capaci

192、ties in Agilents legal department.Before joining Agilent,Mr.Tang worked at Wilson Sonsini Goodrich&Rosati,a California law firm and Fenwick&West LLP,a California law firm.?Jacob Thaysen,44,has served as our Senior Vice President,Agilent and President,Life Sciences and Applied Markets Group,since Apr

193、il 2018.From November 2014 to April 2018 he served as Senior Vice President,Agilent and President,Diagnostics and Genomics Group.?From October 2013 to November 2014 he served as Vice President and General Manager of the Diagnostics and Genomics business.Prior to that he served as Vice President and

194、General Manager of the Genomics Solutions unit from January 2013 to October 2013.Before joining Agilent,he served in various capacities at Dako A/S,a Danish diagnostics company,including as Corporate Vice President of R&D,Vice President,System Development,R&D,Vice President,Strategic Marketing and V

195、ice President,Global Sales Operations.Prior to Dako,Mr.Thaysen worked as a management consultant and Chief Technical Officer and founder of a high-tech start-up company.?Investor Information?We are subject to the informational requirements of the Securities Exchange Act of 1934(“Exchange Act”).There

196、fore,we file periodic reports,proxy statements and other information with the Securities and Exchange Commission(“SEC”).The SEC maintains an Internet site(http:/www.sec.gov)that contains reports,proxy and information statements and other information regarding issuers that file electronically.?Our fi

197、nancial and other information can be accessed at our Investor Relations website.The address is .We make available,free of charge,copies of our annual report on Form?10-K,quarterly reports on Form?10-Q,current reports on Form?8-K and amendments to those reports filed or furnished pursuant to Section?

198、13(a)or 15(d)of the Exchange Act as soon as reasonably practicable after filing such material electronically or otherwise furnishing it to the SEC.?Our Amended and Restated Bylaws,Corporate Governance Standards,the charters of our Audit and Finance Committee,our Compensation Committee,our Executive

199、Committee and our Nominating/Corporate Governance Committee,as well as our Standards of Business Conduct(including code of ethics provisions that apply to our principal executive officer,principal financial officer,principal accounting officer and senior financial officers)are available on our websi

200、te at under“Corporate Governance”.These items are also available in print to any stockholder in the United States and Canada who requests them by calling(877)?942-4200.This information is also available by writing to the company at the address on the cover of this Annual Report on Form?10-K.?Item 1A

201、.?Risk Factors?Risks,Uncertainties and Other Factors That May Affect Future Results?Our operating results and financial condition could be harmed if the markets into which we sell our products decline or do not grow as anticipated.?Visibility into our markets is limited.Our quarterly sales and opera

202、ting results are highly dependent on the volume and timing of orders received during the fiscal quarter,which are difficult to forecast and may be cancelled by our customers.In addition,our revenue and earnings forecasts for future fiscal quarters are often based on the expected seasonality of our m

203、arkets.However,the markets we serve do not always experience the seasonality that we expect as customer spending policies and budget allocations,particularly for capital items,may change.Any decline in our customers markets or in general economic conditions would likely result in a reduction in dema

204、nd for our products and services.Also,if our customers markets decline,we may not be able to collect on outstanding amounts due to us.Such declines could harm our consolidated financial position,results of operations,cash flows and stock price,and could limit our profitability.Also,in such an enviro

205、nment,pricing pressures could intensify.Since a significant portion of our operating expenses is relatively fixed in nature due to sales,research and development and manufacturing costs,if we were unable to respond quickly enough these pricing pressures could further reduce our operating margins.?If

206、 we do not introduce successful new products and services in a timely manner to address increased competition through frequent new product and service introductions,rapid technological changes and changing industry standards,our products and services may become obsolete,and our operating results may

207、 suffer.?We generally sell our products in industries that are characterized by increased competition through frequent new product and service introductions,rapid technological changes and changing industry standards.Without the timely introduction of new products,services and enhancements,our produ

208、cts and services may become technologically obsolete over time,in which case our revenue and operating results could suffer.The success of our new products and services will depend on several factors,including our ability to:?properly identify customer needs and predict future needs;?innovate and de

209、velop new technologies,services and applications;?appropriately allocate our research and development spending to products and services with higher growth prospects;?successfully commercialize new technologies in a timely manner;?manufacture and deliver new products in sufficient volumes and on time

210、;?differentiate our offerings from our competitors offerings;?price our products competitively;?anticipate our competitors development of new products,services or technological innovations;and?control product quality in our manufacturing process.?In addition,if we fail to accurately predict future c

211、ustomer needs and preferences or fail to produce viable technologies,we may invest in research and development of products and services that do not lead to significant revenue,which would adversely affect our profitability.Even if we successfully innovate and develop new and enhanced products and se

212、rvices,we may incur substantial costs in doing so,and our operating results may suffer.In addition,promising new products may fail to reach the market or realize only limited commercial success because of real or perceived concerns of our customers.Furthermore,as we collaborate with pharmaceutical c

213、ustomers to develop drugs such as companion diagnostics assays or provide drug components like active pharmaceutical ingredients,we face risks that those drug programs may be cancelled upon clinical trial failures.?General economic conditions may adversely affect our operating results and financial

214、condition.?Our business is sensitive to negative changes in general economic conditions,both inside and outside the United States.Slower global economic growth and uncertainty in the markets in which we operate may adversely impact our business resulting in:?reduced demand for our products,delays in

215、 the shipment of orders,or increases in order cancellations;?increased risk of excess and obsolete inventories;?increased price pressure for our products and services;and?greater risk of impairment to the value,and a detriment to the liquidity,of our investment portfolio.?Failure to adjust our purch

216、ases due to changing market conditions or failure to accurately estimate our customers demand could adversely affect our income.?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

217、 operate.The sale 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

218、 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.Sho

219、uld 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

220、products,we may continue to 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 exc

221、ess and obsolete inventories and be forced to incur additional expenses.?Demand for some of our products and services depends on the capital spending policies of our customers,research and development budgets and on government funding policies.?Our customers include pharmaceutical companies,laborato

222、ries,universities,healthcare providers,government agencies and public and private research institutions.Many factors,including public policy spending priorities,available resources,mergers and consolidations,institutional and governmental budgetary policies and spending priorities,and product and ec

223、onomic cycles,have a significant effect on the capital spending policies of these entities.Fluctuations in the research and development budgets at these organizations could have a significant effect on the demand for our products and services.Research and development budgets fluctuate due to changes

224、 in available resources,consolidation,spending priorities,general economic conditions and institutional and governmental budgetary policies.The timing and amount of revenue from customers that rely on government funding or research may vary significantly due to factors that can be difficult to forec

225、ast,including changes in spending authorizations and budgetary priorities for our products and services.If demand for our products and services is adversely affected,our revenue and operating results would suffer.?Economic,political,foreign currency and other risks associated with international sale

226、s and operations could adversely affect our results of operations.?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 revenu

227、e.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 unfavorable effects of changes in foreign currency exchange rates have dec

228、reased revenues by approximately 2 percentage points in the year ended October?31,2019.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.In addition,many of our employees,contract manufacturers

229、,suppliers,job functions,outsourcing activities and manufacturing facilities are located outside the United States.Accordingly,our future results could be harmed by a variety of factors,including:?interruption to transportation flows for delivery of parts to us and finished goods to our customers;?c

230、hanges in a specific countrys or regions political,economic or other conditions;?changes in diplomatic and trade relationships,such as the United Kingdoms exit from the European Union,including new tariffs,trade protection measures,import or export licensing requirements,new or different customs dut

231、ies trade embargoes and sanctions and other trade barriers;?tariffs imposed by the U.S.on goods from other countries and tariffs imposed by other countries on U.S.goods,including the tariffs enacted and proposed by the U.S.government on various imports from China and by the Chinese government on cer

232、tain U.S.goods;?negative consequences from changes in or differing interpretations of laws and regulations,including those related to tax and import/export;?difficulty in staffing and managing widespread operations;?differing labor regulations;?differing protection of intellectual property;?unexpect

233、ed changes in regulatory requirements;and?geopolitical uncertainty or turmoil,including terrorism and war.?We sell our products into many countries and we also source many components and materials for our products from and manufacture our products in various countries.Tariffs recently announced and

234、implemented could have negative impact on our business,results of operations and financial condition.It may be time-consuming and expensive for us to alter our business operations in order to adapt to any such change.Further,additional tariffs,the scope and duration of which,if implemented,remains u

235、ncertain,which have been proposed or threatened and the potential escalation of a trade war and retaliatory measures could have a material adverse effect on our business,results of operations and financial condition.?Most of our accounting and tax processes including general accounting,cost accounti

236、ng,accounts payable,accounts receivables and tax functions are centralized at locations in India and Malaysia.If conditions change in those countries,it may adversely affect operations,including impairing our ability to pay our suppliers and collect our receivables.Our results of operations,as well

237、as our liquidity,may be adversely affected and possible delays may occur in reporting financial results.?In addition,although the majority of our products are priced and paid for in U.S.dollars,a significant amount of certain types of expenses,such as payroll,utilities,tax,and marketing expenses,are

238、 paid in local currencies.Our hedging programs reduce,but do not always entirely eliminate,within any given twelve-month period,the impact of currency exchange rate movements,and therefore fluctuations in exchange rates,including those caused by currency controls,could impact our business,operating

239、results and financial condition by resulting in lower revenue or increased expenses.For expenses beyond that twelve-month period,our hedging strategy does not mitigate our exposure.In addition,our currency hedging programs involve third party financial institutions as counterparties.The weakening or

240、 failure of financial institution counterparties may adversely affect our hedging programs and our financial condition through,among other things,a reduction in available counterparties,increasingly unfavorable terms,and the failure of the counterparties to perform under hedging contracts.?Our strat

241、egic initiatives to adjust our cost structure could have long-term adverse effects on our business and we may not realize the operational or financial benefits from such actions.?We have implemented multiple strategic initiatives across our businesses to adjust our cost structure,and we may engage i

242、n similar activities in the future.These strategic initiatives and our regular ongoing cost reduction activities may distract management,could slow improvements in our products and services and limit our ability to increase production quickly if demand for our products increases.In addition,delays i

243、n implementing our strategic initiatives,unexpected costs or failure to meet targeted improvements may diminish the operational and financial benefits we realize from such actions.Any of the above circumstances could have an adverse effect on our business and operating results and financial conditio

244、n.?Our business will suffer if we are not able to retain and hire key personnel.?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

245、personnel,we will not be able to maintain or expand our business.The markets in which we operate are very dynamic,and our businesses continue to respond with reorganizations,workforce reductions and site closures.We believe our pay levels are very competitive within the regions that we operate.Howev

246、er,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.?Our acquisitions,strategic investments and alliances,joint ventures,exiting of businesses and divestitures

247、may result in financial results that are different than expected.?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 tra

248、nsactions 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 communitys expectations in a given fiscal quarter,or over the long term.We may have difficulty deve

249、loping,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

250、 timely manner.Transactions such as acquisitions have resulted,and may in the future result 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

251、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.?Integrating the operations of acquired businesses wit

252、hin Agilent could be a difficult,costly and time-consuming process that involves a number of risks.Acquisitions and strategic investments and alliances may require us to integrate and collaborate with a different company culture,management team,business model,business infrastructure and sales and di

253、stribution methodology and assimilate and retain geographically dispersed,decentralized operations and personnel.Depending on the size and complexity of an acquisition,our successful integration of the entity depends on a variety of factors,including introducing new products and meeting revenue targ

254、ets as expected,the retention of key employees and key customers,increased exposure to certain governmental regulations and compliance requirements and increased costs and use of resources.Further,the integration of acquired businesses is likely to result in our systems and internal controls becomin

255、g increasingly complex and more difficult to manage.Any difficulties in the assimilation of acquired businesses into our control system could harm our operating results or cause us to fail to meet our financial reporting obligations.?Even if we are able to successfully integrate acquired businesses

256、within Agilent,we may not be able to realize the revenue and other synergies and growth that we anticipated from the acquisition in the time frame that we expected,and the costs of achieving these benefits may be higher than what we expected.As a result,the acquisition and integration of acquired bu

257、sinesses may not contribute to our earnings as expected,we may not achieve our operating margin targets when expected,or at all,and we may not achieve the other anticipated strategic and financial benefits of such transactions.?A successful divestiture depends on various factors,including our abilit

258、y 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,i

259、f 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 a

260、nd warranty 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 financ

261、ial position,results of operations,cash flows and stock price could be negatively impacted.?If we fail to maintain an effective system of internal controls,we may not be able to accurately report our financial results,which could lead to a loss of investor confidence in our financial statements and

262、have an adverse effect on our stock price.?Effective internal controls are necessary for us to provide reliable and accurate financial statements and to effectively prevent fraud.We devote significant resources and time to comply with the internal control over financial reporting requirements of the

263、 Sarbanes Oxley Act of 2002 and continue to enhance our controls.However,we cannot be certain that we will be able to prevent future significant deficiencies or material weaknesses.Inadequate internal controls could cause investors to lose confidence in our reported financial information,which could

264、 have a negative effect on investor confidence in our financial statements,the trading price of our stock and our access to capital.?Our customers and we are subject to various governmental regulations.Compliance with or changes in such regulations may cause us to incur significant expenses,and if w

265、e fail to maintain satisfactory compliance with certain regulations,we may be forced to recall products and cease their manufacture and distribution,and we could be subject to civil or criminal penalties.?Our customers and we are subject to various significant international,federal,state and local r

266、egulations,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,regula

267、tions,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.The EUs General Data Protection Regulation(GDPR),which became effective in May 2018,applies to all of

268、our activities related to products and services that we offer to EU customers and workers.The GDPR established new requirements regarding the handling of personal data and includes significant penalties for non-compliance(including possible fines of up to 4 percent of total company revenue).Other go

269、vernmental authorities around the world have passed or are considering similar types of legislative and regulatory proposals concerning data protection.Each of these privacy,security and data protection laws and regulations could impose significant limitations and increase our cost of providing our

270、products and services where we process end user personal data and could harm our results of operations and expose us to significant fines,penalties and other damages.?We must also comply with complex foreign and U.S.laws and regulations,such as the U.S.Foreign Corrupt Practices Act,the U.K.Bribery A

271、ct,and other local laws prohibiting corrupt payments to governmental officials,anti-competition regulations and sanctions imposed by the U.S.Office of Foreign Assets Control and other similar laws and regulations.Violations of these laws and regulations could result in fines and penalties,criminal s

272、anctions,restrictions on our business conduct and on our ability to offer our products in one or more countries,and could also materially affect our brand,our ability to attract and retain employees,our international operations,our business and our operating results.Although we have implemented poli

273、cies and procedures designed to ensure compliance with these laws and regulations,there can be no assurance that our employees,contractors,or agents will not violate our policies.?These regulations are complex,change frequently and have tended to become more stringent over time.We may be required to

274、 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

275、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 to meet customer needs creat

276、ed by these regulations.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 operati

277、ng 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.We also must comply with work safety rules.If we fail to adequate

278、ly address any of these regulations,our businesses could be harmed.?We are subject to extensive regulation by the FDA 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

279、 of our products are subject to regulation by the FDA and certain similar foreign regulatory agencies.In addition,a number of our products may in the future be subject to regulation by the FDA and certain similar foreign regulatory agencies.These regulations govern a wide variety of product-related

280、activities,from quality management,design and development to labeling,manufacturing,promotion,sales and distribution.If we or any of our suppliers or distributors fail to comply with FDA and other applicable regulatory requirements or are perceived to potentially have failed to comply,we may face,am

281、ong other things,warning letters;adverse publicity affecting both us and our customers;investigations or notices of non-compliance,fines,?injunctions,and civil penalties;import or export restrictions;partial suspensions or total shutdown of production facilities or the imposition of operating restri

282、ctions;increased difficulty in obtaining required FDA clearances or approvals or foreign equivalents;seizures or recalls of our products or those of our customers;or the inability to sell our products.Any such FDA or other regulatory agency actions could disrupt our business and operations,lead to s

283、ignificant 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 example,the EU has adopted the?EU In Vitro Diagnostic Regulation(the“EU IVDR”),which imposes stricter r

284、equirements for the marketing and sale of medical devices,including in the area of clinical evaluation requirements,quality systems and post-market surveillance.Manufacturers will have until May 2022 to meet the EU IVDR requirements for in vitro diagnostic medical devices currently on the market.Fai

285、lure 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 are subject to particularly complex regulations such as regulations of toxic substances and failure to comply with such re

286、gulations could harm our business.?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,and by

287、regulatory bodies in other countries under similar laws.The Toxic Substances Control Act regulations govern,among other things,the testing,manufacture,processing and distribution of chemicals,the testing of regulated chemicals for their effects on human health and safety and the import and export of

288、 chemicals.The Toxic Substances Control Act prohibits persons from manufacturing any chemical in the United States that has not been reviewed by the EPA for its effect on health and safety,and placed on an EPA inventory of chemical substances.We must ensure conformance of the manufacturing,processin

289、g,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,the

290、n 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 business may suffer if we fail to comply with government contracting laws and regulation

291、s.?We derive a portion of our revenue from direct and indirect sales to U.S.,state,local,and foreign governments and their respective agencies.Such contracts are subject to various procurement laws and regulations,and contract provisions relating to their formation,administration and performance.Fai

292、lure to comply with these laws,regulations or provisions in our government contracts could result in the imposition of various civil and criminal penalties,termination of contracts,forfeiture of profits,suspension of payments,increased pricing pressure or suspension from future government contractin

293、g.If our government contracts are terminated,if we are suspended from government work,or if our ability to compete for new contracts is adversely affected,our business could suffer.?Our reputation,ability to do business and financial statements may be harmed by improper conduct by any of our employe

294、es,agents or business partners.We cannot provide assurance that our internal controls and compliance systems will always protect us from acts committed by employees,agents or business partners of ours(or of businesses we acquire or partner with)that would violate U.S.and/or non-U.S.laws,including th

295、e laws governing payments to government officials,bribery,fraud,kickbacks and false claims,pricing,sales and marketing practices,conflicts of interest,competition,employment practices and workplace behavior,export and import compliance,money laundering and data privacy.In particular,the U.S.Foreign

296、Corrupt Practices Act,the U.K.Bribery Act and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to government officials for the purpose of obtaining or retaining business,and we operate in many parts of the world that

297、 have experienced governmental corruption to some degree.Any such improper actions or allegations of such acts could damage our reputation and subject us to civil or criminal investigations in the United States and in other jurisdictions and related shareholder lawsuits,could lead to substantial civ

298、il and criminal,monetary and non-monetary penalties and could cause us to incur significant legal and investigatory fees.In addition,the government may seek to hold us liable as a successor for violations committed by companies in which we invest or that we acquire.We also rely on our suppliers to a

299、dhere to our supplier standards of conduct,and material violations of such standards of conduct could occur that could have a material effect on our business,reputation and financial statements.?Our retirement and post retirement pension plans are subject to financial market risks that could adverse

300、ly affect our future results of operations and cash flows.?We have significant retirement and post retirement 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 rate

301、s,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.?The impact of consolidation and acquisitions of competitors is difficult to predict and may harm our business.?The li

302、fe sciences industry is intensely competitive and has been subject to increasing consolidation.Consolidation in our industries could result in existing competitors increasing their market share through business combinations and result in stronger competitors,which could have a material adverse effec

303、t on our business,financial condition and results of operations.We may not be able to compete successfully in increasingly consolidated industries and cannot predict with certainty how industry consolidation will affect our competitors or us.?If we are unable to successfully manage the consolidation

304、 and streamlining of our manufacturing operations,we may not achieve desired efficiencies and our ability to deliver products to our customers could be disrupted.?Although we utilize manufacturing facilities throughout the world,we have consolidated,and may further consolidate,our manufacturing oper

305、ations to certain of our plants 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 unab

306、le to establish processes to efficiently and effectively produce high 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 operating results may suffer if our m

307、anufacturing capacity does not match the demand for our products.?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

308、.If during an economic downturn we had excess manufacturing 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 manufact

309、uring 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 results.?Dependence on contract manufa

310、cturing and outsourcing other portions of our supply chain,including logistics and third-party package delivery services,may adversely affect our ability to bring products to market and damage our reputation.Dependence on outsourced information technology and other administrative functions may impai

311、r our ability to operate effectively.?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 o

312、bligations 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 orde

313、rs 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 providers experiences a significant disruption in services or institutes a significant price increase,we may have to seek alternative providers,our

314、costs could increase,and the delivery of our products could be prevented or delayed.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)

315、and other administrative functions.Since IT is critical to our operations,any failure to perform on the part of our IT providers could impair our ability to operate effectively.In addition to the risks outlined above,problems with manufacturing or IT outsourcing could result in lower revenue and une

316、xecuted efficiencies,and impact our results of operations and our stock price.?Environmental contamination from past and ongoing operations could subject us to substantial liabilities.?Certain properties we have previously owned or leased are undergoing remediation for subsurface contamination.?Alth

317、ough 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

318、 contamination,including companies with which we have previously been affiliated such as HP,Inc.,Hewlett-Packard Enterprise(formerly Hewlett-Packard Company)and Varian Medical Systems,Inc.?Further,other properties we have previously owned or leased at which we have operated in the past,or for which

319、we have otherwise contractually assumed,or provided indemnities for,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 faciliti

320、es,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 l

321、iabilities could have an adverse effect on results of operations.?Our current and historical manufacturing processes and operations involve,or have involved,the use of certain substances regulated under various foreign,federal,state and local environment protection and health and safety laws and reg

322、ulations.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

323、 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 m

324、anufacturing processes.Failure to comply with these environmental protection and health and safety laws and regulations could result in civil,criminal,regulatory,administrative or contractual sanction,including fines,penalties or suspensions.If we have any violations of,or incur liabilities pursuant

325、 to these laws or regulations,our financial condition and operating results could be adversely affected.?Third parties may claim that we are infringing their intellectual property and we could suffer significant litigation or licensing expenses or be prevented from selling products or services.?From

326、 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

327、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 agr

328、eement,which might 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 intel

329、lectual 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

330、be available to us in the future or can be expanded to cover new products on favorable terms or at all.?Third parties may infringe our intellectual property and we may suffer competitive injury or expend significant resources enforcing our rights.?Our success depends in large part on our proprietary

331、 technology,including technology we obtained through acquisitions.We rely on various intellectual property rights,including patents,copyrights,trademarks and trade secrets,as well as confidentiality provisions and licensing arrangements,to establish our proprietary rights.If we do not enforce our in

332、tellectual property rights successfully,our competitive position may suffer which could harm our operating results.?Our pending patent,copyright and trademark registration applications may not be allowed or competitors may challenge the validity or scope of our patents,copyrights or trademarks.In ad

333、dition,our patents,copyrights,trademarks and other intellectual property rights may not provide us with a significant competitive advantage.?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 an