A Agilent Technologies

EXPLANATORY NOTE

Agilent Technologies, Inc. (the “Registrant”) has previously registered shares of its common stock, $0.01 par value, (the “Common Stock”) for issuance under the Agilent Technologies, Inc. Employee Stock Purchase Plan (the “Old ESPP”) on (i) the Registrant’s Registration Statement on Form S-8, dated November 17, 1999 (File No. 333-91121), registering 9,802,100 shares of Common Stock; (ii) the Registrant’s Registration Statement on Form S-8, dated September 29, 2000 (File No. 333-47024), registering 35,000,000 shares of Common Stock; (iii) the Registrant’s Registration Statement on Form S-8, dated May 13, 2008 (File No. 333-150873), registering 10,000,000 shares of Common Stock; and (iv) the Registrant’s Registration Statement on Form S-8, dated June 3, 2013 (File No. 333-189051), registering 10,000,000 shares of Common Stock (collectively, the “Registration Statements”).

On November 20, 2019, the Board of Directors of the Registrant approved the Agilent Technologies, Inc. 2020 Employee Stock Purchase Plan (the “2020 ESPP”), to be effective on May 1, 2020, subject to stockholder approval. On April 17, 2020, the stockholders of the Registrant approved the 2020 ESPP. Pursuant to the terms of the 2020 ESPP, the maximum number of shares of Common Stock that may be issued under the 2020 ESPP is the sum of (i) 25,000,000 newly available shares of Common Stock (the “New Shares”) and (ii) 6,000,000 shares of Common Stock that have been previously registered and remain available for issuance pursuant to the Old ESPP (the “Carryover Shares”).

The Registration Statements will cover the issuance of the Carryover Shares once they are available for issuance under the 2020 ESPP. Any balance shares remaining under the Old ESPP after the Carryover Shares are exhausted are hereby deregistered. 

Accordingly, pursuant to the undertaking in Item 512(a)(1)(iii) of Regulation S-K that the Registrant disclose a material change in the plan of distribution as it was originally disclosed in the Registration Statements and SEC Compliance and Disclosure Interpretation 126.43, the Registrant is filing this Post-Effective Amendment to the Registration Statements (the “Post-Effective Amendment”) to reflect that the Carryover Shares may be issued under the 2020 ESPP and to file as an exhibit hereto a copy of the 2020 ESPP and a new opinion as to the validity of the shares of Common Stock that were previously issuable pursuant to the Old ESPP. All other items of the Registration Statements are incorporated herein by reference without change.

The Registrant intends to file a Registration Statement on Form S-8 to register the New Shares that will become available for offer or sale pursuant to the 2020 ESPP.