Agilent Technologies Inc. (A) 2017年年度報告「NYSE」.pdf

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1、2017 Agilent Technologies,Inc.Annual ReportBrand Promise Agilent Technologies,Inc.Agilent delivers trusted answers to our customers critical questions and challenges helping them achieve superior outcomes in their laboratories,clinics,organizations,and the world they seek to improve.Our Brand Promis

2、eAgilent enables a deeper understanding of the world through measurement and analysis in life sciences,diagnostics and applied chemical markets.?instruments,software,services,consultancy,consumables,and teams with deep market?The Markets We Serve2017 Annual Report Markets We Serve 1Agilent focuses i

3、ts expertise on six key markets:Pharma Environmental&Forensics Academia&Government Chemical&Energy Food Safety&Authentication Diagnostics&Clinical2 Overview Agilent Technologies,Inc.Agilent at a GlanceOur 13,500 employees serve customers in 110 countries around the world.$4.47 billion in FY17Headcou

4、nt by GeographyAmericas36%Europe27%Asia Pacific37%Revenue by GeographyAmericas34%Europe29%Asia Pacific37%=Major sites and logistics centers2017 Annual Report Shareholder Letter 3To Our ShareholdersThree years ago,we spun off our electronics measurement business and I was named as Agilents CEO.Our in

5、tent was to transform the company into a leading life sciences and diagnostics company and drive shareholder value.Transformational ResultsCore Revenue Growth*FY14FY15FY16FY174.9%6.4%5.9%6.7%FY14FY15FY16FY1717.9%19.6%20.7%22.0%410bpsAdjusted Operating Margin Expansion*?At that time,I launched severa

6、l transformative initiatives to change how we worked inside the company and with our customers,to accelerate our growth and improve our operating results.?margins,and deploying capital in a balanced manner.These are our measures of success and how we holdourselves accountable.I am pleased to report,

7、we have delivered on thesemeasures of success and have substantially increasedshareholder value.And,I am particularly pleased toreport that 2017 was a Banner Year.Our 2017 revenues of$4.47B are up 6.7 percent on acore basis,continuing a trend of outgrowing the marketover the past three years.This is

8、 our highest growth ratesince the Keysight spin out in 2014 and the launch of theNew Agilent in 2015.4 Shareholder Letter Agilent Technologies,Inc.To Our ShareholdersOur focus on improving operating results led to an?year,up 130 basis points over last year and up a total of 410 basis points over the

9、 last three years.In 2015,I set a goal to achieve an adjusted operating margin of 22 percent by 2017.I am happy to report that weaccomplished this milestone,and we will continue to focus on making improvements in our operating results.The momentum in our business combined with strongoperations resul

10、ted in a 19 percent increase in adjusted?per share.Adjusted EPS is up an average of 16.5%overthe past three years.We deployed our capital in a balanced manner.Over thepast year,we distributed$170 million in cash dividends;repurchased$194 million of our shares;and invested$304 million directly into t

11、he business through M&A,?We attribute our success to our relentless customer focus and commitment to innovation.We are devoted to providing our customers with what they want the mostfrom us:trusted answers.It is so important,that in 2017,we formalized our belief into a brand promise based on trusted

12、 answers.Customers are responding favorablyto our new,clearly stated brand promise.Committed to Innovation:Most of the worlds analytical labs use Agilent solutions,which provides anenormous opportunity for us to deepen our customerrelationships by offering a broader portfolio of products and solutio

13、ns.Agilent invests in R&D at levels above?more than$1 billion on R&D.We innovate with a purpose to deliver to customers what matters most to them.Wehelp them do great science in their labs while providingrobust,reliable and easy to use solutions to lower their operating costs.Innovation has always b

14、een at the heart of the company.In 2017,we launched several new breakthrough products,including the Agilent Ultivo LC/MS triple quad.This new offering is 70 percent smaller than its predecessor,but delivers equal or better performance as much larger instruments.Customers appreciate the cost and spac

15、e savings in their laboratories.We also launched new?we took a big step forward in making the customer?contracts and online purchasing.Agilents R&D programs go beyond just looking ahead a year or two.Through our centralized research labs,for?intelligent systems,cellular imaging and analysis,amongoth

16、ers,that will play important roles in the future needsof our customers.Expanding Our Solutions Through Complementary M&A:We also target acquisitions and new partnerships?capabilities and opportunities with the acquisition of?Adjusted Earnings Per Share*16.5%annual EPS growth FY1517FY15FY16FY17$1.74$

17、1.98$2.362017 Annual Report Shareholder Letter 5?for its Ramen spectroscopy,which will add another level of offerings,particularly in the growing global security applications market.We closed the acquisition of Multiplicom,a leading European diagnostics company,?products.Multiplicoms solutions enabl

18、e clinical labs toidentify DNA variants associated with genetic disease and could help direct cancer therapy.We also acquired the molecular and sample barcoding patent portfolios of Population Genetics Technologies that improve accuracy?in cancer and reproductive genetics,including liquid biopsies.T

19、hese acquisitions,along with the Cartagenia?commitment to helping our customers improve the quality of life.Well Positioned with A Strong Organization:Animportant element of our growth is our strong leadershipteam and business organizations,each supportive of the other driving both the science and e

20、conomics of the lab.Our Life Sciences and Applied Markets business group is focused on delivering the most innovative and?solutions for the analytical lab.Our Agilent CrossLab Group?services and consumables across the entire lab.Our Diagnostics and Genomics business provides leading solutions and to

21、ols for clinical and clinicalresearch laboratories.Let me provide the FY17 update on each of these important businesses.Our Life Sciences and Applied Market Group continued to strengthen its market leadership,launching several?70 percent reduced footprint.We also introduced a new?techniques that wer

22、e not previously possible.Agilent CrossLab Group(ACG),a key strategic initiative of the New Agilent continues to pay off,capturing newservices and solutions opportunities.Through ACG,we?and support and have taken a leadership position in ourindustry in the process.Our CrossLab Service and?time in a

23、single year.Our chemistries business in ACGalso achieved success through technical innovation,such as the AdvancedBio column portfolio.ACG iscore to our customer strategy,allowing us to deepenrelationships with our customers and deliver integrated?Our Diagnostics and Genomics Group(DGG)achieved seve

24、ral milestones this year.We introduced GenetiSure?by the FDA for diagnostic use and marks a major success?immunotherapy treatment to cancer patients.Otherproduct launches included:Agilent SureSelectXT HS,?functional genomics,which accelerates research into?of life,enable new discoveries,and partner

25、for new diagnostics and therapeutics is truly making a differencein peoples lives around the world.6 Shareholder Letter Agilent Technologies,Inc.To Our ShareholdersChina and India market growth:We continued to leverage our leading position in instrumentation to growservices and consumables in geogra

26、phic markets such as China and India.The two countries accounted for$1.04 billion in revenue in FY17 with a promise of growthabove the global market averages.Our commitment extends to how we meet our business goals:We have reported outstanding business?how we meet those goals.We work very hard to ma

27、ke products that are sustainable,using less packaging and power and meeting the most stringent international standards.The Ultivo LC/MS triple quad product is a?invest in making our operations more sustainable aswell by reducing power and waste and increasing the?around the world.Our commitment cont

28、inues to be recognized with?Industry Leader for Life Sciences Tools and Services inthe Dow Jones Sustainability Rankings assessment byRobecoSAM for 2017.A great place to work evolves to“an even better”place.Our commitment to improving peoples livesthrough enabling better outcomes for our customers s

29、tarts and ends with the passion and purpose of ourpeople.I spend a lot of my time talking to customers andemployees all over the world.This past year as I traveledto more than a dozen countries and sites,I saw how trulymotivated our employees are to understand customers goals.What makes this company

30、 great is our employees and their commitment to making a difference in the lives of people around the world.?this year in empowering our customers with answers they can trust.We have a solid foundation in place,a proven?Behind these results is an energized Agilent teamcommitted to serving our custom

31、ers as One Agilent.What we accomplish together affects millions of lives andmakes our world a better place.Our solidly consistent?passion,commitment and focus of our One Agilent team.?Sincerely,Mike McMullen?2017 Annual Report?7?Agilent Technologies,Inc.Reconciliation of Revenue Excluding the NMR Bu

32、siness,Acquisitions,Divestitures and the Impact of Currency Adjustments(Core)(in millions)(Unaudited)GAAP RevenueLess:Revenue related to NMR,Acquisitions and DivestituresNon-GAAP RevenueLess:Currency adjustment(a)Agilent Core RevenueGAAP RevenueLess:Revenue related to NMR,Acquisitions and Divestitur

33、esNon-GAAP RevenueLess:Currency adjustment(a)Agilent Core Revenue20172016%Growth$4,472$4,2026%(17)(8)$4,455$4,194(17)-$4,472$4,1946.7%Year Ended October 31,20162015%Growth$4,202$4,0384%(57)(61)$4,145$3,977(70)-$4,215$3,9775.9%Year Ended October 31,20152014%Growth$4,038$4,0480%(61)(83)$3,977$3,965(24

34、4)-$4,221$3,9656.4%Year Ended October 31,20142013%Growth$4,048$3,8944%(91)(105)$3,957$3,789(17)-$3,974$3,7894.9%Year Ended October 31,?effect during the respective prior periods.?Agilent Technologies,Inc.?Agilent Technologies,Inc.Non-GAAP Net Income and Diluted EPS Reconciliations(In millions,except

35、 per share amounts)(Unaudited)GAAP net incomeNon-GAAP adjustments:Asset impairmentsAcceleration of share-based compensation related to workforce reductionIntangible amortizationBusiness exit and divestiture costsNet IncomeDiluted EPS$2.10$6841170.36October 31,2017Year EndedNet IncomeDiluted EPS$1.40

36、0.010.03$4604152100.46October 31,2016Year EndedNet IncomeDiluted EPS$1.310.010.010.04$43832156140.47October 31,2015Year EndedTransformational initiativesAcquisition and integration costsPension settlement gainPension curtailment gainImpairment of investment and loansOtherAdjustment for taxes(a)Non-G

37、AAP net income1232(32)5(50)$7680.040.10(0.10)0.02(0.16)$2.36(0.05)0.083841(1)(15)256(69)$6510.120.120.02(0.21)$1.9856135(104)$5830.170.040.01(0.32)$1.74?transformational initiatives,acquisition and integration costs,pension settlement gain,pension curtailment gain and impairment of loans.?contract t

38、ermination fees.?2017 Annual Report?9?consolidations,legal entity and other business reorganizations,insourcing or outsourcing of activities.Such costs may include move and?to integration of business and facility operations,the transfer of assets and intellectual property,information technology syst

39、ems and?Pension settlement gain resulted from transfer of the substitutional portion of our Japanese pension plan to the government.?Impairment of investment and loans include investments and their related convertible loans that have been written down to their fair value.Other includes certain legal

40、 costs and settlements in addition to other miscellaneous adjustments.?the eyes”of management in addition to seeing our GAAP results.This information facilitates our managements internal comparisons to our historical operating results as well as to the operating results of our competitors.?company,w

41、hich is only a subset,albeit a critical one,of the companys performance.?10?Agilent Technologies,Inc.?Agilent Technologies,Inc.Reconciliation of Adjusted Non-GAAP Income from Operations and Operating Margins(In millions,except margin data)(Unaudited)4.1%FY17 over FY14Percent PtsInc/(Dec)FY1410.4%$76

42、7 18.9%$4,048$419$4189682911211440(10)(40)$72717.9%Opr.Margin%FY1512.9%$767 19.0%$4,038$522$31561256132325$79219.6%Opr.Margin%FY1614.6%$859 20.4%$4,202$615$4152113841(1)(15)7712$87120.7%Opr.Margin%FY1718.8%$974 21.8%$4,472$8411171230(32)612$98622.0%Opr.Margin%Revenue:Income from operations:GAAP Inco

43、me from operationsAdd:Asset impairmentsIntangible amortizationBusiness exit and divestiture costsTransformational initiativesAcquisition and integration costsPension settlement gainPension curtailment gainImpairment of loansRestructuring and other costsAcceleration of share-based compensation expens

44、e related to workforce reductionPre-separation costsUnallocated corporate costsOther Non-GAAP income from operationsReimbursement from Keysight for services(a)Keysight spin-off cost dis-synergies Adjusted non-GAAP income from operations(a)Post separation,Agilent is providing Keysight Technologies,In

45、c.certain site services.These site services are included in our operating?integration costs,pension settlement gain,pension curtailment gain,impairment of loans,restructuring and other related costs,acceleration?business of the company,which is only a subset,albeit a critical one,of the companys per

46、formance.?2017 Annual Report?11?2017?UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington,D.C.20549_Form 10-K_(Mark One)ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended October 31,2017or TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(

47、d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from toCommission File Number:001-15405_Agilent Technologies,Inc.(Exact name of registrant as specified in its charter)Delaware77-0518772State or other jurisdiction ofIncorporation or organizationI.R.S.EmployerIdentification No.Addre

48、ss of principal executive offices:5301 Stevens Creek Blvd.,Santa Clara,California 95051Registrants telephone number,including area code:(408)345-8886Securities registered pursuant to Section 12(b)of the Act:Title of each className of each exchange on which registeredCommon Stockpar value$0.01 per sh

49、areNew York Stock ExchangeSecurities registered pursuant 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 S

50、ection 13 or Section 15(d)of the Act.Yes No Indicate 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

51、reports),and(2)has been subject to such filing requirements for the past 90 days.Yes No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website,if any,every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regula

52、tion S-T(232.405 of this chapter)during the preceding 12 months(or for such shorter period that the registrant was required to submit and post such files).Yes No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K(229.405 of this chapter)is not contained

53、herein,and will not be contained,to the best of registrants knowledge,in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.Indicate by check mark whether the registrant is a large accelerated filer,an accelerated fil

54、er,a non-accelerated filer,smaller reporting company or an emerging growth company.See the definitions of large accelerated filer,accelerated filer,smaller reporting company and emerging growth company in Rule 12b-2 of the Exchange Act.Large accelerated filer Accelerated filer Smaller reporting comp

55、any Emerging growth company Non-accelerated filer (Do not check if a smaller reporting company)Indicate by check mark whether the registrant is a shell company(as defined in Rule 12b-2 of the Exchange Act).Yes No If an emerging growth company,indicate by check mark if the registrant has elected not

56、to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a)of the Exchange Act.The aggregate market value of the registrants common equity held by non-affiliates as of April 30,2017,was approximately$12.6 billion.Share

57、s 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 necessarily a conclusive determination for other purposes.As of December 1,2017,there were 323,018,027 outstan

58、ding shares of common stock,par value$0.01 per share._DOCUMENTS INCORPORATED BY REFERENCEDocument Description10-K PartPortions of the Proxy Statement for the Annual Meeting of Stockholders(the Proxy Statement)to be held on March 21,2018,andto be filed pursuant to Regulation 14A within 120 days after

59、 registrants fiscal year ended October 31,2017 are incorporated byreference into Part III of this ReportIII2TABLE OF CONTENTSPageForward-Looking StatementsPART IItem 1BusinessItem 1A Risk FactorsItem 1B Unresolved Staff CommentsItem 2PropertiesItem 3Legal ProceedingsItem 4Mine Safety DisclosuresPART

60、 IIItem 5Market for the Registrants Common Equity,Related Stockholder Matters and Issuer Purchases of Equity SecuritiesItem 6Selected Financial DataItem 7Managements Discussion and Analysis of Financial Condition and Results of OperationsItem 7A Quantitative and Qualitative Disclosures About Market

61、RiskItem 8Financial Statements and Supplementary DataItem 9Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A Controls and ProceduresItem 9B Other InformationPART IIIItem 10Directors,Executive Officers and Corporate GovernanceItem 11Executive CompensationItem

62、 12Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13Certain Relationships and Related Transactions,and Director IndependenceItem 14Principal Accounting Fees and ServicesPART IVItem 15Exhibits,Financial Statement Schedules331524242424252829495010310

63、31031031041041051051053Forward-Looking Statements This report contains forward-looking statements including,without limitation,statements regarding trends,seasonality and growth in,and drivers of,the markets we sell into,our strategic direction,our future effective tax rate and tax valuation allowan

64、ce,earnings from our foreign subsidiaries,repatriation of our earnings from foreign jurisdictions and its impact on our tax expense,lease and site services income from Keysight,the impact of foreign currency movements on our performance,our hedging programs,indemnification,new product and service in

65、troductions,the ability of our products to meet market needs,adoption of our products,changes to our manufacturing processes,the use of contract manufacturers,out sourcing and third-party package delivery services,source and supply of materials used in our products,the impact of local government reg

66、ulations on our ability to pay vendors or conduct operations,our liquidity position,our ability to generate cash from operations,growth in our businesses,our investments,including in research and development,the potential impact of adopting new accounting pronouncements,our financial results,our ope

67、rating margin,our sales,our purchase commitments,our capital expenditures,our contributions to our pension and other defined benefit plans,our strategic initiatives,our cost-control activities and other cost saving initiatives,uncertainties relating to Food and Drug Administration(FDA)and other regu

68、latory approvals,the integration of our acquisitions and other transactions,impairment of goodwill and other intangible assets,write down of investment values or loans and convertible notes,our stock repurchase program,our declared dividends,and the existence of economic instability,that involve ris

69、ks and uncertainties.Our actual results could differ materially from the results contemplated by these forward-looking statements due to various factors,including those discussed in Part I Item 1A and elsewhere in this Form 10-K.PART IItem 1.Business OverviewAgilent Technologies Inc.(we,Agilent or t

70、he company),incorporated in Delaware in May 1999,is a global leader in life sciences,diagnostics and applied chemical markets,providing application focused solutions that includes instruments,software,services and consumables for the entire laboratory workflow.On November 1,2014,we completed the dis

71、tribution of 100%of the outstanding common shares of Keysight Technologies,Inc.(Keysight)to Agilent stockholders who received one share of Keysight common stock for every two shares of Agilent held as of the close of business on the record date,October 22,2014.For fiscal year 2015,discontinued opera

72、tions includes costs incurred to effect the separation of Keysight and certain costs associated with transition services provided by Agilent to Keysight.No income or expense has been recorded for the Keysight business after separation from Agilent on November 1,2014.For the fiscal year ended October

73、 31,2017,we have three business segments comprised of the life sciences and applied markets business,the 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 tha

74、t enable customers to identify,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 compr

75、ised of five areas of activity providing 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 Agilent CrossLab business spans the entire lab with its

76、 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 organization(“OFS”).OFS provides resources for manufacturing

77、,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 areas of finance,information technology,legal,certain

78、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.Of our total net revenue of$4.5 billion for the fiscal year ended October 31,2017,we genera

79、ted 29 percent in the U.S.and 71 percent outside the U.S.As of October 31,2017,we employed approximately 13,500 people worldwide.Our primary research and development and manufacturing sites are in California,Colorado,Delaware,Massachusetts and Texas in the U.S.and in Australia,China,Denmark,Germany,

80、Italy,Japan,Malaysia,Singapore and the United Kingdom.The net revenue,income from operations and assets by business segment,as of and for the fiscal year ended October 31,2017 and for each of the past three years are shown in Note 19,Segment Information,to our consolidated financial statements,4whic

81、h we incorporate by reference herein.Life Sciences and Applied Markets BusinessOur 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

82、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.Key product categories include:liquid chromatography(LC)systems and components;liquid chromatography mass spectrometry(LCMS)systems;gas chro

83、matography(GC)systems and components;gas chromatography mass spectrometry(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 spect

84、rometry(ICP-OES)instruments;raman spectroscopy;microfluidics based automated electrophoresis products;cell analysis plate based assays;laboratory software and informatics systems;laboratory automation;dissolution testing;vacuum pumps and measurement technologies.We employed approximately 4,200 peopl

85、e as of October 31,2017 in our life sciences and applied markets business.This business generated revenue of$2.2 billion in fiscal 2017,$2.1 billion in fiscal 2016 and$2.0 billion in fiscal 2015.Life Sciences and Applied MarketsOur life sciences and applied markets business focuses primarily on the

86、following five markets:The Pharmaceutical,Biotechnology,CRO&CMO Market.This market consists of“for-profit”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

87、.One sub-segment of this market is core and emerging pharmaceutical companies(“pharma”).A second sub-segment includes biotechnology companies(“biotech”),contract research organizations(“CROs”)and contract manufacturing organizations(“CMOs”).Biotech companies and,to a somewhat lesser extent,CROs and

88、CMOs typically participate in specific points in the pharmaceutical industry value chain.Additionally,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 Life Science Researc

89、h Market.This market consists primarily of“not-for-profit”organizations and includes academic institutions,large government institutes and privately funded organizations.The life science research market plays an influential role in technology adoption and therapeutic developments for pharmaceutical

90、and molecular diagnostics companies.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 g

91、as and petroleum refining markets use our products to measure and control the quality of their finished 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 impro

92、ve refining processes and ensure the overall quality of gasoline,fuels,lubricants and other products.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

93、instruments,software and workflow solutions are used by the environmental market for applications 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,

94、engineering and consulting companies,commercial testing laboratories and colleges and universities.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 enhancin

95、g drugs,analyzing samples for recreational drugs,or detecting and identifying biological and chemical warfare agents.This instrumentation is used in either static or mobile laboratories.Customers include local,state,federal,and international law enforcement agencies and health laboratories.The Food

96、Market.Our instruments,software,and workflow solutions are used throughout the food production chain,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 i

97、n food.There is also a significant food safety market involved in analyzing food for pathogen contamination,accurate verification of species type and evidence of genetically modified content.5Life Sciences and Applied Markets Products and ApplicationsOur products fall into nine main areas of work:li

98、quid chromatography,gas chromatography,mass spectrometry,spectroscopy,software and informatics,lab automation and robotics,automated electrophoresis and microfluidics,vacuum technology and cell analysis.Our key product and applications include the following technologies:Liquid ChromatographyA liquid

99、 chromatograph(LC)or a high performance liquid chromatograph(“HPLC”)is used to separate molecules of a liquid mixture to determine the quantity and identity of the molecules present.The Agilent LC portfolio is modular in construction and can be configured as analytical and preparative systems.These

100、systems can be stepwise upgraded to highly sophisticated,automated workflow solutions such as method development,multi method/walk-up,high-capacity/high-throughput or multi dimensional LC and can be extended to application based analyzers e.g.for bio-molecular separations,chiral analysis or size exc

101、lusion chromatography.As a leader in liquid chromatography,we continue to expand our application space with new HPLC columns,new services and diagnostics offerings and ongoing instrument and software product enhancements.Gas ChromatographyAgilent is the worlds leading provider of gas chromatographs,

102、both laboratory and portable models.GCs are used to separate any gas,liquid or solid that can be vaporized and then detect the molecules present to determine their identity and quantity.Agilent provides custom or standard analyzers configured for specific chemical analysis applications,such as detai

103、led speciation of a complex hydrocarbon stream,calculation of gas calorific values in the field,or analysis of a new bio-fuel formulation.We also offer related software,accessories and consumable products for these and other similar instruments.Mass SpectrometryA mass spectrometer(“MS”)identifies an

104、d quantifies chemicals based on a chemicals molecular mass and characteristic patterns of fragment ion masses that result when a molecule 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

105、both to identify and quantify chemical compounds.Mass spectrometry is an important tool in analyzing small molecules and can also be used to characterize and quantify proteins and other biological entities.Agilents LCMS portfolio includes instruments built around four main analyzer types-single quad

106、rupole,triple quadrupole,time-of-flight(“TOF”)and quadrupole time-of-flight(“QTOF”).We significantly expanded our mass spectrometry portfolio in recent years with a focus on improving performance,sensitivity,and ease of use.SpectroscopySpectroscopy is a technique for analyzing the individual chemica

107、l components of substances based on the absorption or emission of electromagnetic radiation of specific wavelengths of light.Our spectroscopy instruments include AA spectrometers,microwave plasma-atomic emission spectrometers(“MP-AES”),ICP-OES,ICP-MS,fluorescence spectrophotometers,ultraviolet-visib

108、le(UV-Vis)spectrophotometers,Fourier Transform infrared(FT-IR)spectrophotometers,near-infrared(NIR)spectrophotometers,Raman spectrometers and sample automation products.We also offer related software,accessories and consumable products for these and other similar instruments.Software and Informatics

109、We provide software for instrument control,data acquisition,data analysis,laboratory content and business process management,and informatics.Our software facilitates the compliant use of instruments in pharmaceutical quality assurance/quality control environments.With our OpenLab Laboratory Software

110、 Suite,Agilent has a scalable,open software platform that enables customers to capture,analyze,and share scientific data throughout the lab and across the enterprise.Lab Automation and RoboticsWe offer a comprehensive suite of workflow solutions to our life science customers with the addition of aut

111、omated liquid handling and robotics that range from standalone instrumentation to bench-top automation solutions.These solutions strengthen our offering of automated sample preparation solutions across a broad range of applications.6Automated Electrophoresis and MicrofluidicsAutomated electrophoresi

112、s is a separation technique for bio molecules such as proteins,peptides 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

113、 preparation products in front of polymerase chain reaction,NGS and microarrays.Vacuum TechnologyOur 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 environments are need

114、ed.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,turbomolecular and ion getter),

115、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 leak detection instrum

116、ents 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 in basic and advance

117、d vacuum technologies.Cell AnalysisOur cell analysis tools are used to study cell signaling pathways and function through metabolic profile analysis for cells.The multi-well plate assays and readers are used to understand the impact of stimuli on cells as part of the drug development process.Cell an

118、alysis customers are typically academia and pharma companies who need to assess the metabolic state of the cell and use mass spectrometry to study the related metabolites as part of research and drug development processes.Life Sciences and Applied Markets CustomersWe had approximately 26,000 custome

119、rs for our life sciences and applied markets business in fiscal 2017.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 customers of our Agilent CrossLa

120、b 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,the result is that our firs

121、t 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 SupportThe life science and applied markets

122、channels focus on the therapeutics and human disease research customer base(pharma,biotech,CRO,CMO and generics),clinical customer base(high complexity clinical testing labs)and on emerging life sciences opportunities in life science research institutes.We deploy a multi-channel approach,marketing p

123、roducts 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 agents supplement direct sales by providing broader geo

124、graphic 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,electronic commerce and direct sales.Our products typically come with standard warranties,and ex

125、tended warranties are available for additional cost.Life Sciences and Applied Markets ManufacturingOur manufacturing supports our diverse product range and customer centric focus.We assemble highly configurable products to individual customer orders and make standard products to stock.We employ adva

126、nced manufacturing techniques and supply chain management systems to reduce costs and manufacturing cycle times.Our manufacturing process then converts these designs into standard as well as custom products for shipment to customers.We selectively use third parties to provide some supply chain proce

127、sses for manufacturing,warehousing and logistics.We have manufacturing facilities in California,Delaware and Massachusetts in the U.S.Outside of the U.S.,we have manufacturing facilities in Germany,Malaysia and Singapore.We have FDA registered sites in California,Germany and Singapore.7Life Sciences

128、 and Applied Markets CompetitionThe markets for analytical instruments in which we compete are characterized by evolving industry standards and intense competition.Our principal competitors in the life sciences and applied markets arena include:Danaher Corporation,PerkinElmer Inc.,Shimadzu Corporati

129、on,Thermo Fisher Scientific Inc.and Waters Corporation.Agilent competes on the basis of product performance,reliability,support quality,applications expertise,global channel coverage and price.Diagnostics and Genomics BusinessOur diagnostics and genomics business includes the genomics,nucleic acid c

130、ontract manufacturing and research and development,pathology,companion diagnostics and reagent partnership businesses.Our diagnostics and genomics business is comprised of five areas of activity providing active pharmaceutical ingredients(APIs)for oligo-based therapeutics as well as solutions that i

131、nclude 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.First,our genomics business includes arrays for DNA mutation detection,genotyping,gene copy number determination,ide

132、ntification of gene rearrangements,DNA methylation profiling,gene expression profiling,as well as next generation sequencing(NGS)target enrichment and genetic data management and interpretation support software.This business also includes our new acquisition“Multiplicom”a leading European diagnostic

133、s company with state-of-the-art genetic testing technology and products.Multiplicoms solutions enable clinical labs to identify DNA variants associated with genetic disease and help direct cancer therapy.Second,our nucleic acid solutions business provides equipment and expertise focused on productio

134、n of synthesized oligonucleotides under pharmaceutical good manufacturing practices(GMP)conditions for use as active pharmaceutical ingredients(API)in an emerging class of drugs that utilize nucleic acid molecules for disease therapy.Next,our pathology solutions business is focused on product offeri

135、ngs to 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.We also collaborate with a number of major pharmaceutical companies to develop new p

136、otential pharmacodiagnostics,also known as companion diagnostics,which may be used to identify patients most likely to benefit from a specific targeted therapy.Finally,the reagent partnership business is a provider of reagents used for turbidimetry and flow cytometry.We employed approximately 2,200

137、people as of October 31,2017 in our diagnostics and genomics business.This business generated revenue of$0.8 billion in fiscal 2017,$0.7 billion in fiscal 2016,and$0.7 billion in fiscal 2015.Diagnostics and Genomics MarketWithin diagnostics and genomics business,we focus primarily on the diagnostics

138、 and clinical market.A significant 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 mar

139、ket is skewed towards 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 human health.The clinical market for genomics consists of high complexity clinical labs performing patient testing,including“f

140、or-profit”reference laboratories,hospital 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.Diagnost

141、ics and Genomics ProductsOur products fall into six main areas of work:pathology products,specific proteins and flow reagents,target enrichment,cytogenetic research solutions and microarrays,PCR and qPCR instrumentation and molecular biology reagents and nucleic acid solutions.PathologyThis area con

142、sists 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 primary cancer diagnostics through Hemat

143、oxylin and Eosin staining as well as Special Stains for additional insights and detection of potentially carcinogenic tissue.In the fourth quarter of 2013,we launched our new combined IHC/ISH platform,Dako Omnis.The Dako Omnis and Autostainer based IHC solution and Instant Quality Fluorescence In Si

144、tu Hybridization 8(IQFISH)technologies provide advanced tumor 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

145、ReagentsOur reagent OEM business is a provider of clinical 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 Dia

146、gnosticsIn our Companion Diagnostics business,we partner 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.Target EnrichmentAgilent continues to be a strong playe

147、r in the next generation sequencing market.We provide a target 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 t

148、he SureDesign software,or they can choose from a wide range of catalog products,including gene panels for specific applications and Exome designs,which allow analysis of the entire coding sequences of the genome.After preparing samples with SureSelect and HaloPlex,products can be sequenced in the ma

149、in next generation sequencing platforms available in the market.The technologies provide an easy sample prep workflow that can be automated with the Agilent Bravo platform for scalability.HaloPlex provides less-than-24-hours fast workflow,which makes it suitable for labs that require fast turnaround

150、 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 labs to identify DNA variants associated with genetic diseases and help direct cancer t

151、herapy.Cytogenetic Research Solutions and MicroarraysAgilent is a leading provider of microarrays for Comparative Genomic Hybridization(“CGH”),mostly used by customers in cytogenetic laboratories.The arrays allow customers to detect genome-wide copy number alterations,with high levels of resolution(

152、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.Arrays can also be customized using the SureDesign software.In addition

153、 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 solution comprises a line of oligonucleotide probes for Fluorescent In Sit

154、u Hybridization(FISH)called SureFISH.Over 400 probes are available in our catalog,covering most relevant regions in the genome.Cytogenetic labs can use SureFISH probes to detect specific translocations or copy number changes in samples.Additionally,Agilent provides a wide range of microarrays to the

155、 research market for different types of applications:gene expression,microRNA,methylation,splice variants,and chromatin immunoprecipitation applications.Arrays are offered as catalog designs or customizable designs,with no minimum order size and short delivery time,which differentiates us from other

156、 vendors and enables researchers the maximum flexibility in their studies.Our end-to-end solution includes reagents for sample preparation and microarray processing;hardware for sample QC and high-throughput microarray scanning;microarrays on industry-standard 1”3”glass slides for key applications;c

157、ustom microarray design services;and GeneSpring and CytoGenomics software products for data analysis.PCR and qPCR Instrumentation and Molecular Biology ReagentsPolymerase Chain Reaction(“PCR”)is a standard laboratory method used to amplify the amount of genetic material of a given sample to enable f

158、urther 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 nucleic acid sequence within a sample.There are several applications for qPCR,among the most common are identifying the expression level of

159、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 specialty enzymes for amplifying difficult sample types.In addition to PCR and qPCR enzymes,Agilent offers a wide range of molecular biology rea

160、gents including tools for cloning and mutagenesis applications.Nucleic Acid Solutions Our Nucleic Acid Solutions division(NASD)is a contract manufacturing and development services business with equipment and expertise focused on mid to large scale production of synthesized oligonucleotide APIs(Activ

161、e Pharmaceutical 9Ingredients)under pharmaceutical GMP conditions for an emerging class of drugs that utilize oligonucleotide molecules for disease therapy.State of the art for these drugs has advanced from single strand DNA molecules to complex,highly modified molecules including antisense,aptamers

162、,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.NASD offers industry leading experience to efficiently advance our customers oligo drug candidates from clinical trials to commercial launch w

163、ith a common goal of patient health and safety.Diagnostics and Genomics CustomersWe had approximately 11,000 customers for our diagnostics and genomics business in fiscal 2017.No single customer represented a material amount of the net revenue of the diagnostics and genomics business.Diagnostics and

164、 Genomics Sales,Marketing and SupportThe diagnostics and genomics channels focus on the therapeutics and human disease research customer base(pharma,biotech,CRO,CMO and generics),clinical customer base(pathology labs and high complexity clinical testing labs)and on emerging life sciences opportuniti

165、es in life science research institutes.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,biopharmaceutica

166、l and clinical 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 consumable products through distributors,telesales,e

167、lectronic commerce and direct sales.We utilize telesales for more mature product lines,as well as for reorders of reagent products.Diagnostics and Genomics ManufacturingOur manufacturing supports our diverse product range and customer-centric focus.We assemble highly configurable products to individ

168、ual 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.We selectively use third parties to provide some supply chain processes for manufacturing,warehousing and logistics.We

169、 have manufacturing facilities in California,Colorado and Texas in the U.S.Outside of the U.S.,we have manufacturing facilities in Denmark,Malaysia and Germany.Our FDA registered sites include California,Colorado,Texas and Denmark.We utilize just-in-time manufacturing and so typically do not maintai

170、n a high level of inventory.Diagnostics and Genomics CompetitionThe 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 Vent

171、ana Medical Systems,Inc.,a member 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 ex

172、pertise,whole solution offering,global channel coverage and price.Diagnostics and Genomics Government RegulationSome 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 w

173、ide variety of product related 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 Busi

174、nessThe Agilent CrossLab business 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.S

175、olutions range from chemistries 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,oper

176、ational,training and compliance 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 o

177、perational and compliant with the respective industry requirements.10Our Agilent CrossLab business employed approximately 4,500 people as of October 31,2017.Our Agilent CrossLab business generated$1.5 billion in revenue in fiscal 2017,$1.4 billion in revenue in fiscal 2016 and$1.3 billion in revenue

178、 in fiscal 2015.Agilent CrossLab MarketsThe Pharmaceutical,Biotechnology,CRO&CMO Market.Our services and consumable products support customers in this market that consists of“for-profit”companies who participate across the pharmaceutical value chain in the areas of therapeutic research,discovery and

179、 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-segment includes biotechnology companies(“biotech”),contract research organizations(“CROs”)and contract manufacturi

180、ng organizations(“CMOs”).Biotech companies and,to a somewhat lesser extent,CROs and CMOs typically participate in specific points in the pharmaceutical industry value chain.Additionally,due to the relatively low drug efficacy within oncology,pharma companies are partnering with diagnostic companies

181、to bring validated tests to the market with their new drugs.The Life Science Research Market.Our services and consumable products support customers in this market that consists primarily of“not-for-profit”organizations and includes academic institutions,large government institutes and privately fund

182、ed organizations.The life science research 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 government funding bodies,the focus has widened to includ

183、e translational research-multidisciplinary scientific efforts directed at accelerating therapy development.The Chemical&Energy Market.The natural gas and petroleum refining markets use our services and consumable products to support their quality control and environmental safety reviews.The Environm

184、ental&Forensics Market.Our services and consumable products support the 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 manufactur

185、ing sectors,engineering and consulting companies,commercial testing laboratories 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

186、enhancing drugs,analyzing samples for recreational drugs,or detecting 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 suppo

187、rt the food production chain,including incoming inspection,new product development,quality control and assurance,and packaging.The Diagnostics and Clinical Market.Our services and consumable products support clinical diagnostic customers in pathology labs throughout the world.The market is skewed to

188、wards 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 human health.Agilent CrossLab ApplicationsChemistries and SuppliesWe offer a broad range of consumable products,which support our technolo

189、gy platforms,including 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 fitti

190、ngs for 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 SupportWe offer a wide range of startup,o

191、perational,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

192、 been 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 ma

193、nagement,asset management,procurement,informatics and scientific services.11Remarketed InstrumentsWe refurbish and resell certified pre-owned instruments to value oriented customers who demand Agilent quality and performance at a budget conscious price.Agilent CrossLab CustomersWe had approximately

194、49,000 Agilent CrossLab customers in fiscal 2017 and no single customer represented a material 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 consum

195、ables business is mostly recurring in nature,and is not as susceptible to market seasonality 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

196、Sales,Marketing and SupportWe deploy a multi-channel approach,marketing products and 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 su

197、pplement 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 utilize telesales to enhance the transactional sales model of our products.All channels are supporte

198、d by technical product and application specialists to meet our customers specific requirements.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

199、Internet.We also offer special industry-focused service bundles that are designed to 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 produc

200、ts typically come with standard warranties,and extended warranties are available for additional cost.Agilent CrossLab ManufacturingOur primary manufacturing sites for the consumables business are in California and Delaware in the U.S.,and outside of the U.S.in the Netherlands and the United Kingdom.

201、Our direct service delivery organization is regionally based operating in 30 countries.Agilent CrossLab CompetitionOur principal competitors in the services and consumable products arena include many of our competitors from the instrument business,such as:Danaher Corporation,PerkinElmer Inc.,Shimadz

202、u Corporation,Thermo Fisher Scientific Inc.and Waters Corporation,as well as numerous 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 Labora

203、toriesAgilent Technologies Research Laboratories(Research Labs)is our research 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

204、into adjacent markets.At the cross-roads of the organization,the Research 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

205、engineering fields,including biology,chemistry,distributed measurement,image processing,mathematics,nano/microfabrication,microfluidics,software,physics and physiology.12Global Infrastructure OrganizationWe provide support to our businesses through our global infrastructure organization.This support

206、 includes services in the areas of finance,legal,workplace services,human resources and information technology.Generally,these organizations are managed from Santa Clara,California,with operations and services provided worldwide.As of the end of October 2017,our global infrastructure organization em

207、ployed approximately 2,600 people worldwide.Agilent Order Fulfillment OrganizationsOur order fulfillment and supply chain organization(“OFS”)centralizes all order fulfillment and supply chain operations in our businesses.OFS provides resources for manufacturing,engineering and strategic sourcing to

208、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 and Development,Backlog,Intellectual Property,Materials,Environmental,International Operations and Acquisi

209、tion and Disposal of Material Assets include information common to each of our businesses.Research and DevelopmentResearch and development(R&D)expenditures were$339 million in 2017,$329 million in 2016 and$330 million in 2015.We anticipate that we will continue to have significant R&D expenditures i

210、n order to maintain our competitive position with a continuing flow of innovative,high-quality products and services.BacklogWe believe that backlog is not a meaningful indicator of future business prospects for our business segments since a significant portion of our revenue for a given quarter is d

211、erived 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 covering significant inventions and other innovations in order to create a competi

212、tive 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 intellectual property rights may be challenged,invalidated or circumvented or may

213、 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 basis.Some of the parts that require custom design work are not readily ava

214、ilable 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 discontinuance plans and monitor their financial health.To address any potential disru

215、ption 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 minimal levels,we do purchase incremental inventory as circumstances warrant to

216、protect the supply chain.EnvironmentalOur 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 and the environment.We apply strict standards for protection of the environme

217、nt 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 material respects with applicable environmental laws and occupational health and s

218、afety 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 environmental,product content/disposal and recycling laws.We maintain a compreh

219、ensive 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.13International OperationsOur net revenue originating outside the U.S.,as a percentag

220、e of our total net revenue,was approximately 71 percent in fiscal 2017,70 percent in fiscal 2016 and 70 percent in fiscal 2015,the majority of which was from customers other than foreign governments.Annual revenues derived from China including Hong Kong were approximately 20 percent in fiscal 2017,2

221、0 percent in fiscal 2016 and 17 percent in fiscal 2015.Revenues from external customers are generally attributed to countries based on where we ship the products or provide the services.Long-lived assets located outside of the U.S.,as a percentage of our total long-lived assets,was approximately 46

222、percent?in fiscal year 2017 and 44 percent in fiscal year 2016.Most of our sales in international markets are made by foreign sales subsidiaries.In countries with low sales volumes,sales are made through various representatives and distributors.However,we also sell into international markets directl

223、y from the U.S.Financial information about our international operations is contained in Note 19,Segment Information,to our consolidated financial statements.Acquisition and Disposal of Material AssetsOn September 19,2013,Agilent announced plans to separate into two publicly traded companies,one comp

224、rising of the life sciences,diagnostics and chemical analysis businesses that retained the Agilent name,and the other one that comprised of the electronic measurement business that was renamed Keysight Technologies,Inc.(“Keysight”).Keysight was incorporated in Delaware as a wholly-owned subsidiary o

225、f Agilent on December 6,2013.On November 1,2014,we completed the distribution of 100%of the outstanding common shares of Keysight to Agilent stockholders who received one share of Keysight common stock for every two shares of Agilent held as of the close of business on the record date,October 22,201

226、4.Executive Officers of the Registrant The names of our current executive officers and their ages,titles and biographies appear below:Henrik Ancher-Jensen,52,has served as Senior Vice President,Agilent and President,Order Fulfillment since September 2013.From September 2012 to September 2013,Mr.Anch

227、er-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 Officer fr

228、om 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,62,has served as our Senior Vice President,Agilent and President,Agilent CrossLab Group(formerly a group within the L

229、ife Sciences&Applied Markets Group)since September 2014.From 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

230、 Gonsalves,52,has served as our Vice President,Corporate 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

231、 Markets Group.From January 2007 to August 2009 he served as our vice president of Investor Relations.Prior to assuming this position,Mr.Gonsalves served in various capacities for Agilent,including as controller,corporate governance and customer financing in Agilents Global Infrastructure Organizati

232、on,and controller for the Photonics Systems Business Unit.Prior to joining Agilent,Mr.Gonsalves held a variety of positions in finance with Hewlett-Packard Co.Mr.Gonsalves holds a masters degree in business administration from Santa Clara University in California.Dominique P.Grau 58,has served as ou

233、r 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 Services from May 2006 to May 2012.Mr.Grau had previously served in various capacit

234、ies for Agilent and Hewlett-Packard Company.Didier Hirsch,66,has served as our Senior Vice President and Chief Financial Officer since July 2010 and served as interim Chief Financial Officer from April 2010 to July 2010.Prior to that he served as Vice President,Corporate Controllership and Tax from

235、November 2006 to July 20,2010 and as Chief Accounting Officer from November 2007 to July 20,2010.From April 2003 to October 2006,Mr.Hirsch served as Vice President and Controller.Prior to assuming this position,Mr.Hirsch served as Vice 14President and Treasurer from September 1999 to April 2003.Mr.H

236、irsch had joined Hewlett?Packard Company in 1989 as Director of Finance and Administration of Hewlett?Packard France.In 1993,he became Director of Finance and Administration of Hewlett Packard Asia Pacific,and in 1996 Director of Finance and Administration of Hewlett Packard Europe,Middle East,and A

237、frica.Mr.Hirsch serves on the Board of Directors of Logitech International and Knowles Corporation.Patrick K.Kaltenbach,54,has served as Senior Vice President,Agilent and President,Life Sciences and Applied Markets Group since November 2014.From January 2014 to November 2014 he served as Vice Presid

238、ent and General Manager of the Life Sciences Products and Solutions organization.Prior to that he served as Vice President and General Manager of the Liquid Phase Division from December 2012 to January 2014.From July 2010 to December 2012 he served as Vice President and General Manager of the Liquid

239、 Phase Separations Business.Prior to that he served as General Manager of the Liquid Chromatography Business from February 2008 to July 2010.Mr.Kaltenbach has held various positions in R&D management and senior management beginning at Hewlett-Packard Co.Michael R.McMullen,56,has served as Chief Exec

240、utive 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 President,Chemical Analysis Group.From January 2002 to September 2009,

241、he served as our Vice President and General Manager of the Chemical Analysis Solutions Unit of the Life Sciences and Chemical Analysis Group.Prior to assuming this position,from March 1999 to December 2001,Mr.McMullen served as Country Manager for Agilents China,Japan and Korea Life Sciences and Che

242、mical Analysis Group.Prior to this position,Mr.McMullen served as our Controller for the Hewlett?Packard Company and Yokogawa Electric Joint Venture from July 1996 to March 1999.Michael Tang,43,has served as our Senior Vice President,General Counsel and Secretary since January 2016.From May 2015 to

243、January 2016 he served as Vice President,Assistant General 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 Developm

244、ent group.From November 2009 to February 2012 he served as Senior Counsel.From August 2006 to October 2009 he served in various capacities in Agilents legal department.Prior to joining Agilent,Mr.Tang represented public and private technology companies in a broad range of corporate and securities ma

245、tters at Wilson Sonsini Goodrich&Rosati,a Palo Alto,California,law firm and Fenwick&West LLP,a Mountain View,California,law firm.Jacob Thaysen,42,has served as Senior Vice President,Agilent and President,Diagnostics and Genomics Group since November 2014.From October 2013 to November 2014 he served

246、as Vice President and General Manager of the Diagnostics and Genomics business.Prior to that he served as Vice President and General Manager of the Genomics Solutions unit from January 2013 to October 2013.Before joining Agilent,he was Corporate Vice President of R&D at Dako A/S,a Danish diagnostics

247、 company from April 2011 to January 2013.His previous positions at Dako include Vice President,System Development,R&D from March 2010 to April 2011,Vice President,Strategic Marketing from April 2009 to March 2010 and Vice President,Global Sales Operations from August 2008 to March 2009.Prior to Dako

248、,Mr.Thaysen worked as a management consultant and Chief Technical Officer and founder of a high-tech start-up company.Investor InformationWe are subject to the informational requirements of the Securities Exchange Act of 1934(“Exchange Act”).Therefore,we file periodic reports,proxy statements and ot

249、her information with the Securities and Exchange Commission(“SEC”).Such reports,proxy statements and other information may be read and copied by visiting the Public Reference Room of the SEC at 100 F Street N.E.,Washington,D.C.20549.You may obtain information on the operation of the Public Reference

250、 Room by calling the SEC?at 1-800-SEC-0330.In addition,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 financial and other information can be accessed at our Investor Rela

251、tions 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 13(a)or 15(d)of the Exchange Act as soon as reasonably practicable

252、 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 Committee and our Nominating/Corporate Governance Committee,as well

253、 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 website at under“Corporate Governance”.These items are also available in

254、 print to any stockholder in the United States and Canada who requests 15them 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.RISK FACTORSOur operating results and financial condition could be

255、 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 operating results are highly dependent on the volume and timing of orders received during the fiscal quarter,which are difficult to forecast and

256、 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 markets.However,the markets we serve do not always experience the seasonality that we expect as customer spending policies and budget alloca

257、tions,particularly for capital items,may change.Any decline in our customers markets or in general economic conditions would likely result in a reduction in demand 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

258、declines could harm our consolidated financial position,results of operations,cash flows and stock price,and could limit our profitability.Also,in such an environment,pricing pressures could intensify.Since a significant portion of our operating expenses is relatively fixed in nature due to sales,re

259、search and development and manufacturing costs,if we were unable to respond quickly enough these pricing pressures could further reduce our operating margins.If we do not introduce successful new products and services in a timely manner to address increased competition through frequent new product a

260、nd service introductions,rapid technological changes and changing industry standards,our products and services may become obsolete,and our operating results may suffer.We generally sell our products in industries that are characterized by increased competition through frequent new product and servic

261、e introductions,rapid technological changes and changing industry standards.Without the timely introduction of new products,services and enhancements,our products and services may become technologically obsolete over time,in which case our revenue and operating results could suffer.The success of ou

262、r new products and services will depend on several factors,including our ability to:properly identify customer needs and predict future needs;innovate and develop new technologies,services and applications;appropriately allocate our research and development spending to products and services with hig

263、her growthprospects;successfully commercialize new technologies in a timely manner;manufacture and deliver new products in sufficient volumes and on time;differentiate our offerings from our competitors offerings;price our products competitively;anticipate our competitors development of new products

264、,services or technological innovations;andcontrol product quality in our manufacturing process.In addition,if we fail to accurately predict future customer needs and preferences or fail to produce viable technologies,we may invest in research and development of products and services that do not lead

265、 to significant revenue,which would adversely affect our profitability.Even if we successfully innovate and develop new and enhanced products and services,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 o

266、r realize only limited commercial success because of real or perceived concerns of our customers.Furthermore,as we collaborate with pharmaceutical customers to develop drugs such as companion diagnostics assays or providing drug components like active pharmaceutical ingredients,we face risks that th

267、ose drug programs may be cancelled upon clinical trial failures.General economic conditions may adversely affect our operating results and financial condition.Our business is sensitive to negative changes in general economic conditions,both inside and outside the United States.Slower global economic

268、 growth and uncertainty in the markets in which we operate may adversely impact our business resulting in:reduced demand for our products,delays in the shipment of orders,or increases in order cancellations;increased risk of excess and obsolete inventories;increased price pressure for our products a

269、nd services;andgreater risk of impairment to the value,and a detriment to the liquidity,of our investment portfolio.16Failure to adjust our purchases due to changing market conditions or failure to accurately estimate our customers demand could adversely affect our income.Our income could be harmed

270、if we are unable to adjust our purchases to reflect market fluctuations,including those caused by the seasonal nature of the markets in which we operate.The sale of our products and services are dependent,to a large degree,on customers whose industries are subject to seasonal trends in the demand fo

271、r their products.During a market upturn,we may not be able to purchase sufficient supplies or components to meet increasing product demand,which could materially affect our results.In the past we have experienced a shortage of parts for some of our products.In addition,some of the parts that require

272、 custom design are not readily available from alternate suppliers due to their unique design or the length of time necessary for design work.Should a supplier cease manufacturing such a component,we would be forced to reengineer our product.In addition to discontinuing parts,suppliers may also exten

273、d lead times,limit supplies or increase prices due to capacity constraints or other factors.In order to secure components for the production of products,we may continue to enter into non-cancelable purchase commitments with vendors,or at times make advance payments to suppliers,which could impact ou

274、r ability to adjust our inventory to declining market demands.If demand for our products is less than we expect,we may experience additional excess and obsolete inventories and be forced to incur additional expenses.Demand for some of our products and services depends on the capital spending policie

275、s of our customers,research and development budgets and on government funding policies.Our customers include pharmaceutical companies,laboratories,universities,healthcare providers,government agencies and public and private research institutions.Many factors,including public policy spending prioriti

276、es,available resources,mergers and consolidations,spending priorities,institutional and governmental budgetary policies and product and economic cycles,have a significant effect on the capital spending policies of these entities.Fluctuations in the research and development budgets at these organizat

277、ions could have a significant effect on the demand for our products and services.Research and development budgets fluctuate due to changes in available resources,consolidation,spending priorities,general economic conditions and institutional and governmental budgetary policies.The timing and amount

278、of revenue from customers that rely on government funding or research may vary significantly due to factors that can be difficult to forecast,including changes in spending authorizations and budgetary priorities for our products and services.If demand for our products and services is adversely affec

279、ted,our revenue and operating results would suffer.Economic,political,foreign currency and other risks associated with international sales and operations could adversely affect our results of operations.Because we sell our products worldwide,our business is subject to risks associated with doing bus

280、iness internationally.We anticipate that revenue from international operations will continue to represent a majority of our total revenue.International revenue and costs are subject to the risk that fluctuations in foreign currency exchange rates could adversely affect our financial results when tra

281、nslated into U.S.dollars for financial reporting purposes.The unfavorable effects of changes in foreign currency exchange rates has decreased revenues by approximately 1 percentage points in the year ended October 31,2017.In addition,many of our employees,contract manufacturers,suppliers,job functio

282、ns,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;changes in a specific cou

283、ntrys or regions political,economic or other conditions;trade protection measures and import or export licensing requirements;negative consequences from changes in tax laws;difficulty in staffing and managing widespread operations;differing labor regulations;differing protection of intellectual prop

284、erty;unexpected changes in regulatory requirements;andgeopolitical uncertainty or turmoil,including terrorism and war.We centralized most of our accounting and tax processes to two locations:India and Malaysia.These processes include general accounting,cost accounting,accounts payable,accounts recei

285、vables and tax functions.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 as our liquidity,may be adversely affected and possible delays may occur in reporting

286、 financial results.17In 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 paid in local currencies.Our hedging programs reduce,but do not always entirely eli

287、minate,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 results and financial condition by resulting in lower revenue or increased expenses.

288、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 failure of financial institution counterparties may adversely affect our hedging pr

289、ograms 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 strategic initiatives to adjust our cost structure could have long-term adverse effects on

290、 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 in similar activities in the future.These strategic initiatives and our regular ongoing

291、 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 in implementing our strategic initiatives,unexpected costs or failure to meet targeted

292、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 condition.Our business will suffer if we are not able to retain and hire key personnel.Our fut

293、ure success depends partly on the continued service of our key research,engineering,sales,marketing,manufacturing,executive and administrative personnel.If we fail to retain and hire a sufficient number of these personnel,we will not be able to maintain or expand our business.The markets in which we

294、 operate are very dynamic,and our businesses continue to respond with reorganizations,workforce reductions and site closures.We believe our pay levels are competitive within the regions that we operate.However,there is an intense competition for certain highly technical specialties in geographic are

295、as 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 may result in financial results that are different than expected.In the normal course of bu

296、siness,we frequently engage in discussions with third parties relating to possible acquisitions,strategic investments and alliances,joint ventures and divestitures,and generally expect to complete several transactions per year.In addition,we may decide to exit a particular business within our produc

297、t 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 developing,manufacturing and marketing the products of a newly acquired company in a way that en

298、hances the performance of our combined businesses or product lines.Acquired businesses may also expose us to new risks and new markets and we may have difficulty addressing these risks in a cost effective and timely manner.Transactions such as acquisitions have resulted,and may in the future result

299、in,unexpected significant costs and expenses.In the future,we may be required to record charges to earnings during the period if we determine there is an impairment of goodwill or intangible assets,up to the full amount of the value of the assets,or,in the case of strategic investments and alliances

300、,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 within Agilent could be a difficult,costly and time-consuming process that involves a number of

301、risks.Acquisitions and strategic investments and alliances may require us to integrate and collaborate with a different company culture,management team,business models,business infrastructure and sales and distribution methodologies and assimilate and retain geographically dispersed,decentralized op

302、erations 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 targets as expected,the retention of key employees and key customers,increased exposure to cer

303、tain 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 becoming increasingly complex and more difficult to manage.Any difficulties in the assimilation o

304、f 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 within Agilent,we may not be able to realize the revenue and other synergies and growth tha

305、t 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 businesses 18may not contribute to our earnings as expected,we may not achieve our operating

306、margin targets when expected,or at all,and we may not achieve the other anticipated strategic and financial benefits of this transaction.A successful divestiture depends on various factors,including our ability to effectively transfer liabilities,contracts,facilities and employees to the purchaser,i

307、dentify and separate the intellectual property to be divested from the intellectual property that we wish to keep and reduce fixed costs previously associated with the divested assets or business.In addition,if customers of the divested business do not receive the same level of service from the new

308、owners,this may adversely affect our other businesses to the extent that these customers also purchase other Agilent products.In exiting a business,we may still retain liabilities associated with the support and warranty of those businesses and other indemnification obligations.All of these efforts

309、require varying levels of management resources,which may divert our attention from other business operations.If we do not realize the expected benefits or synergies of such transactions,our consolidated financial position,results of operations,cash flows and stock price could be negatively impacted.

310、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 have an adverse effect on our stock price.Effective internal controls are necessary for us t

311、o 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 Sarbanes Oxley Act of 2002 and continue to enhance our controls.However,we cannot be certain

312、 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 have a negative effect on investor confidence in our financial statements,the trading price

313、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 we fail to maintain satisfactory compliance with certain regulations,we may be forced to recall

314、 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 regulations,including but not limited to regulations in the areas of health and safety,packaging

315、,product content,employment,labor and immigration,import/export controls,trade restrictions and anti-competition.In addition,as a global organization,we are subject to data privacy and security laws,regulations,and customer-imposed controls in numerous jurisdictions as a result of having access to a

316、nd processing confidential,personal,sensitive and/or patient health data in the course of our business.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 Act,and other local laws prohibiting corrupt payments to governme

317、ntal 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 sanctions,restrictions on our business conduct and on our ability

318、 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 policies and procedures designed to ensure compliance with these law

319、s 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 incur significant expenses to comply with these regulations or t

320、o 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 and restrictions on our ability to carry on or expand our operati

321、ons.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 created by these regulations.Any significant change in these regulatio

322、ns could reduce demand for our products,force us to modify our products to comply with new regulations or increase our costs of producing these products.If demand for our products is adversely affected or our costs increase,our operating results and business would suffer.Our products and operations

323、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 adequately address any of these regulations,our businesses could be harmed

324、.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 of our products are subject to regulation by the FDA and certain si

325、milar 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.19These regulations govern a wide variety of product-related activities,from quality management,design and development to label

326、ing,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,among other things,warning letters,adverse publicity affecting both

327、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 restrictions;increased difficulty in obtaining required FDA clearances or

328、 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 significant remedial costs and have a material adverse impact on our

329、 financial position and results of operations.Some of our products are subject to particularly complex regulations such as regulations of toxic substances and failure to comply with such regulations could harm our business.Some of our products and related consumables are used in conjunction with che

330、micals 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 regulatory bodies in other countries under similar laws.The Toxic Substances Control Act regulations govern,amon

331、g 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 chemicals.The Toxic Substances Control Act prohibits persons from manufacturing any chemical in the United Stat

332、es that has not been reviewed by EPA for its effect on health and safety,and placed on an EPA inventory of chemical substances.We must ensure conformance of the manufacturing,processing,distribution of and notification about these chemicals to these laws and adapt to regulatory requirements in all a

333、pplicable countries as these requirements change.If we fail to comply with the notification,record-keeping and other requirements in the manufacture or distribution of our products,then we could be subject to civil penalties,criminal prosecution and,in some cases,prohibition from distributing or marketing our products until the products or component substances are brought into compliance.Our busin