A Agilent Technologies

Title of Securities to be Registered

Amount

to be

Registered(1)(2)

Proposed Maximum

Offering Price

Per Share

Proposed Maximum

Aggregate

Offering Price

Amount of

Registration Fee(4)

Common Stock, $0.01 par value

2020 Employee Stock Purchase Plan

25,000,000

$84.09 (3)

$2,102,250,000

$229,355.48

(1)

Agilent Technologies, Inc. (“Agilent”) is filing this Registration Statement to register the issuance of 25,000,000 shares of Agilent common stock, par value $0.01 per share (“Common Stock”) authorized for issuance under the 2020 Employee Stock Purchase Plan (the “2020 ESPP”).

(2)

Pursuant to Rule 416 under the Securities Act of 1933, as amended, (the “Securities Act”), this Registration Statement shall also cover any additional shares of Common Stock which become issuable under the 2020 ESPP by reason of any stock dividend, stock split, recapitalization or other similar transaction effected which results in an increase in the number of the outstanding shares of Agilent’s Common Stock.

(3)

Estimated in accordance with Rule 457(c) and (h) under the Securities Act solely for the purpose of calculating the filing fee on the basis of 85% of $98.93 per share, which represents the average of the high and low prices for a share of Common Stock reported on the New York Stock Exchange on September 28, 2020. Pursuant to the 2020 ESPP, which plan is incorporated by reference herein, the purchase price of the shares of Common Stock will be 85% of the lower of the fair market value of the common stock on the first trading day of the offering period or on the last day of the offering period.

(4)

Amount of registration fee was calculated pursuant to Section 6(b) of the Securities Act, which provides that the fee shall be $109.10 per $1,000,000 of the proposed maximum aggregate offering price of the securities proposed to be offered.