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AGILENT TECHNOLOGIES, INC.

For the period ended Mar 18, 2026. Filed Feb 6, 2026.

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Mar 18, 2026 · Filed Feb 6, 2026

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Contents

APPENDIX A

TO PROXY STATEMENT

OF

AGILENT TECHNOLOGIES, INC.

The reconciliation of non-GAAP net income and diluted EPS for the years ended October 31, 2025, 2024 and 2023 follows:

ADJUSTED NON-GAAP NET INCOME AND DILUTED EPS RECONCILIATIONS

(In millions, except per share amounts)

(Unaudited)

Years Ended
October 31,
2025 · Diluted EPS · 2024 · Diluted EPS · 2023 · Diluted EPS
GAAP net income$1,303$4.57$1,289$4.43$1,240$4.19
Non-GAAP adjustments:
Restructuring and other related costs820.29760.26460.16
Asset impairments150.05190.062770.94
Intangible amortization1040.361020.351390.47
Transformational initiatives690.24110.04250.08
Acquisition and integration costs190.07120.04160.05
Business exit and divestiture costs (gain)————(43)(0.15)
Net loss (gain) on equity securities390.14(1)—420.14
Pension settlement loss150.0520.0140.01
Change in fair value of contingent consideration————1—
Other320.12170.06200.07
Adjustment for taxes (a)(86)(0.30)120.04(158)(0.52)
Non-GAAP net income$1,592$5.59$1,539$5.29$1,609$5.44
Acquisitions——30.0160.02
Currency and hedging(1)(0.01)(20)(0.07)(32)(0.11)
Interest expense associated with acquisitions——40.02——
Adjusted non-GAAP net income$1,591$5.58$1,526$5.25$1,583$5.35
Diluted shares - as reported285291296
Add back share repurchases in excess of plan———
Diluted shares - as adjusted285291296

The adjustment for taxes excludes tax expense (benefits) that management believes are not directly related to on-going operations and which are either isolated, temporary or cannot be expected to occur again with any regularity or predictability such as the realized gain/loss due to sale of a business, windfall benefits on stock compensation, and the impact of R&D capitalization under section 174 of the Tax Cuts and Jobs Act of 2017. During the fiscal year ended October 31, 2025, an intra-entity transfer of assets along with the release of tax reserves resulted in a tax benefit for GAAP purposes. This tax benefit is excluded from our non-GAAP results since it is not related to on-going business operations. For the fiscal year ended October 31 2025, management used a non-GAAP effective tax rate of 12.00%. For the fiscal year ended October 31, 2024, management used a non-GAAP effective tax rate of 12.50%. For the fiscal year ended October 31, 2023, management used a non-GAAP effective tax rate of 13.75%.

We provide non-GAAP net income and non-GAAP net income per share amounts in order to provide meaningful supplemental information regarding our operational performance and our prospects for the future. These supplemental measures exclude, among other things, charges related to restructuring and other related costs, asset impairments, amortization of intangibles, transformational initiatives, acquisition and integration costs, business exit and divestiture costs (gain), net loss (gain) on equity securities, pension settlement loss and change in fair value of contingent consideration.

Restructuring and other related costs include incremental expenses incurred in the period associated with restructuring programs, usually aimed at changes in business and/or cost structure. Such costs may include one-time termination benefits, including acceleration of stock-based compensation expense, facility-related costs and contract termination fees.

Asset impairments include assets that have been written down to their fair value.

Transformational initiatives include expenses associated with targeted cost reduction activities such as manufacturing transfers including costs to move manufacturing, site consolidations, legal entity and other business reorganizations, insourcing or outsourcing of activities. Such costs may include move and relocation costs, one-time termination benefits and other one-time reorganization costs. Included in this category are also expenses associated with recent transformation and company programs to transform our product lifecycle management (PLM) system and human resources and financial systems.

Acquisition and Integration costs include all incremental expenses incurred to effect a business combination. Such acquisition costs may include advisory, legal, tax, accounting, valuation, and other professional or consulting fees. Such integration costs may include expenses directly related to integration of business and facility operations, the transfer of assets and intellectual property, information technology systems and infrastructure and other employee-related costs.

Business exit and divestiture costs (gain)include costs and gain associated with business divestitures.

Net (gain) loss on equity securities relates to the realized and unrealized mark-to-market adjustments for our marketable and non-marketable equity securities.

Pension settlement loss relates to the relief of the US Retirement Plan pension obligation due to increased lump sum payouts over a specified accounting threshold. For the fiscal year ended October 31, 2025, it also relates to the settlement loss that resulted from the transfer of the Netherlands defined benefit plan to an unaffiliated insurance company.

Change in fair value of contingent consideration represents changes in the fair value estimate of acquisition-related contingent consideration.

Other includes certain legal costs and settlements, consulting costs, special compliance costs, acceleration of stock-based compensation expense, impact of the difference between current and inflated tariff rates between the United States and China for the first two weeks of May 2025 and other miscellaneous adjustments.

Our management uses non-GAAP measures to evaluate the performance of our core businesses, to estimate future core performance and to compensate employees. Since management finds this measure to be useful, we believe that our investors benefit from seeing our results “through the eyes” of management in addition to seeing our GAAP results. This information facilitates our management’s internal comparisons to our historical operating results as well as to the operating results of our competitors.

Our management recognizes that items such as amortization of intangibles can have a material impact on our cash flows and/or our net income. Our GAAP financial statements including our statement of cash flows portray those effects. Although we believe it is useful for investors to see core performance free of special items, investors should understand that the excluded items are actual expenses that may impact the cash available to us for other uses. To gain a complete picture of all effects on the company’s profit and loss from any and all events, management does (and investors should) rely upon the GAAP income statement. The non-GAAP numbers focus instead upon the core business of the company, which is only a subset, albeit, a critical one, of the company’s performance.

Readers are reminded that non-GAAP numbers are merely a supplement to, and not a replacement for, GAAP financial measures. They should be read in conjunction with the GAAP financial measures. It should be noted as well that our non-GAAP information may be different from the non-GAAP information provided by other companies.

The reconciliation of adjusted non-GAAP income from operations and operating margins for the years ended October 31, 2025 and 2024 is as follows:

RECONCILIATION OF ADJUSTED NON-GAAP INCOME FROM OPERATIONS AND OPERATING MARGINS

(In millions, except margin data)

(Unaudited)

Operating · Operating
FY25 · Margin % · FY24 · Margin %
Revenue:$6,948$6,510
Adjustments:
Currency(14)(68)
Acquisitions—(10)
Adjusted revenue$6,934$6,432
Income from operations:
GAAP Income from operations$1,47921.3%$1,48822.9%
Add:
Restructuring and other related costs8276
Asset impairments—8
Intangible amortization104102
Transformational initiatives6911
Acquisition and integration costs1912
Net (gain) loss on equity securities1—
Other2924
Non-GAAP income from operations$1,78325.7%$1,72126.4%
Adjust:
Currency and hedging(1)(19)
Acquisitions—3
Adjusted non-GAAP income from operations$1,78225.7%$1,70526.5%

We provide non-GAAP income from operations and non-GAAP operating margin amounts in order to provide meaningful supplemental information regarding our operational performance and our prospects for the future. These supplemental measures exclude, among other things, charges related to restructuring and other related costs, asset impairments, amortization of intangibles, transformational initiatives, acquisition and integration costs and net (gain) loss on equity securities.

Our management recognizes that items such as amortization of intangibles can have a material impact on our cash flows and/or our net income. Our GAAP financial statements including our statement of cash flows portray those effects. Although we believe it is useful for investors to see core performance free of special items, investors should understand that the excluded items are actual expenses that may impact the cash available to us for other uses. To gain a complete picture of all effects on the company’s profit and loss from any and all events, management does (and investors should) rely upon the GAAP income statement. The non-GAAP numbers focus instead upon the core business of the company, which is only a subset, albeit a critical one, of the company’s performance.

Readers are reminded that non-GAAP numbers are merely a supplement to, and not a replacement for, GAAP financial measures. They should be read in conjunction with the GAAP financial measures. It should be noted as well that our non-GAAP information may be different from the non-GAAP information provided by other companies.

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