Obligation Agilent Technologies 5% ( US00846UAG67 ) en USD

Agilent Technologies

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Prospectus brochure de l'obligation Agilent Technologies US00846UAG67 en USD 5%, échue

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500 000 000 USD

00846UAG6

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424B5 1 a2199399z424b5.htm 424B5
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Table of Contents
TABLE OF CONTENTS
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-161799
CALCULATION OF REGISTRATION FEE

Proposed Maximum
Title of Each Class of Securities
Aggregate Offering
Amount of
To Be Registered
Price
Registration Fee(1)

2.50% Notes due 2013
$
250,000,000 $
17,825

5.00% Notes due 2020
$
500,000,000 $
35,650

TOTAL
$
750,000,000 $
53,475

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended, and previously
transmitted to the Securities and Exchange Commission in connection with the securities offered from
the registration statement (Registration Number: 333-161799) by means of this final prospectus
supplement.
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Filed Pursuant to Rule 424(b)(5)
Registration No. 333-161799
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED SEPTEMBER 9, 2009
$750,000,000

Agilent Technologies, Inc.
$250,000,000 2.50% Senior Notes due 2013
$500,000,000 5.00% Senior Notes due 2020
Agilent Technologies, Inc. is offering $250,000,000 aggregate principal amount of its 2.50% Senior Notes due
July 15, 2013 (the "2013 notes") and $500,000,000 aggregate principal amount of its 5.00% Senior Notes due July 15, 2020
(the "2020 notes" and, together with the 2013 notes, the "notes"). The 2013 notes will bear interest at a rate of 2.50% per
annum and will mature on July 15, 2013, and the 2020 notes will bear interest at a rate of 5.00% per annum and will mature
on July 15, 2020.
Interest on the notes will be payable semi-annually on January 15 and July 15 of each year and will accrue from
July 20, 2010. Agilent Technologies, Inc. may redeem the notes of either series in whole or in part at any time prior to their
maturity at the applicable redemption price described in this prospectus supplement on page S-29. Upon the occurrence of a
"change of control repurchase event," Agilent Technologies, Inc. will be required to make an offer to repurchase the notes at
a price equal to 101% of their principal amount plus accrued and unpaid interest to, but not including, the date of repurchase.
The notes will be senior unsecured obligations of Agilent Technologies, Inc. and will rank equally with all of its
other senior unsecured indebtedness from time to time outstanding. The notes will not be guaranteed by any of our
subsidiaries. The notes are being offered globally for sale in jurisdictions where it is lawful to make such offers and sales.
The notes of each series will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess
thereof.
See "Risk Factors" beginning on page S-7 for a discussion of certain risks that you should
consider in connection with an investment in the notes.
Neither the Securities and Exchange Commission nor any state securities commission has approved or
disapproved of the notes or determined that this prospectus supplement or the accompanying prospectus is accurate
or complete. Any representation to the contrary is a criminal offense.
Price to
Underwriting
Proceeds

Public(1)
Discounts
to Us

Per 2013 Note
99.815%
0.350%
99.465%
Total
$ 249,537,500 $
875,000 $ 248,662,500
Per 2020 Note
99.535%
0.650%
98.885%
Total
$ 497,675,000 $ 3,250,000 $ 494,425,000

Total
$ 747,212,500 $ 4,125,000 $ 743,087,500
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(1)
Plus accrued interest, if any, from July 20, 2010, if settlement occurs after that date.
Neither series of notes will be listed on any securities exchange. Currently, there are no public markets for the notes.
We expect that delivery of the notes will be made to investors in registered book-entry form only through the
facilities of The Depository Trust Company ("DTC") for the accounts of its participants, including Clearstream Banking,
société anonyme ("Clearstream, Luxembourg"), and Euroclear Bank, S.A./N.V., as operator of the Euroclear System
("Euroclear"), on or about July 20, 2010.
Joint Book-Running Managers
BofA Merrill Lynch

Barclays Capital
Credit Suisse
Senior Co-Managers
Citi
Lloyds TSB Corporate Markets
Co-Managers
BNP PARIBAS

Wells Fargo Securities
The Williams Capital Group, L.P.
The date of this prospectus supplement is July 13, 2010
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In making your investment decision, you should rely only on the information contained or incorporated by
reference in this prospectus supplement and the accompanying prospectus. We have not, and the underwriters have
not, authorized anyone to provide you with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. We are not, and the underwriters are not, making an offer of these
securities in any state where the offer or sale is not permitted. You should assume that the information provided in
this prospectus supplement, the accompanying prospectus or the documents incorporated by reference in this
prospectus supplement and in the accompanying prospectus is accurate only as of their respective dates. Our business,
financial condition, results of operations and prospects may have changed since those dates.
TABLE OF CONTENTS

Page
Prospectus Supplement

About This Prospectus Supplement
ii
Prospectus Supplement Summary

S-1
Risk Factors

S-7
Special Note About Forward-Looking Statements
S-21
Ratio of Earnings to Fixed Charges
S-23
Use of Proceeds
S-24
Capitalization
S-25
Description of Notes
S-27
Certain Material U.S. Federal Income Tax Consequences
S-38
Underwriting
S-42
Legal Matters
S-45
Experts
S-45
Where You Can Find More Information
S-45
Incorporation by Reference
S-46
Prospectus

About This Prospectus
1
Special Note About Forward-Looking Statements

3
The Company

5
Risk Factors

5
Use of Proceeds

6
Ratio of Earnings to Fixed Charges

6
Description of Debt Securities

7
Plan of Distribution

17
Legal Matters

19
Experts

19
Where You Can Find More Information

19
Incorporation by Reference

19
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ABOUT THIS PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is the prospectus supplement, which describes the specific terms
of this offering. The second part is the accompanying prospectus, which describes more general information, some of which
may not apply to this offering. If the information set forth in this prospectus supplement differs in any way from the
information set forth in the accompanying prospectus, you should rely on the information set forth in this prospectus
supplement. You should read both this prospectus supplement and the accompanying prospectus, together with the
documents identified under the captions "Where You Can Find More Information" and "Incorporation by Reference."
ii
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PROSPECTUS SUPPLEMENT SUMMARY
The following summary highlights selected information contained elsewhere in this prospectus supplement, the
accompanying prospectus and the documents incorporated by reference and may not contain all of the information that is
important to you. We encourage you to read this prospectus supplement and the accompanying prospectus, together with the
documents identified under the captions "Where You Can Find More Information" and "Incorporation by Reference" in their
entirety. You should pay special attention to the "Risk Factors" section of this prospectus supplement and the "Risk Factors"
section in the accompanying prospectus.
Unless otherwise indicated, use in this prospectus supplement of the terms:
·
"Agilent," "we," "us," "our" and "our company" refer to Agilent Technologies, Inc., a Delaware corporation,
and, unless the context otherwise requires, its consolidated subsidiaries;

·
"fiscal year" refers to a twelve month period ended October 31; and

·
"Issuer" refers to Agilent Technologies, Inc. and not any of its subsidiaries.

Our Company
Agilent Technologies, Inc. is the world's premier measurement company, providing core bio-analytical and
electronic measurement solutions to the life sciences, chemical analysis, communications and electronics industries. We
currently have three primary businesses: the life sciences business, the chemical analysis business and the electronic
measurement business.
·
Our life sciences business focuses on the life sciences industry and provides application-focused solutions that
include instruments, software, consumables and services that enable customers to identify, quantify and
analyze the physical and biological properties of substances and products. Our key life sciences product
categories include DNA microarrays, microfluidics-based sample analysis systems, liquid chromatography,
liquid chromatography mass spectrometry, capillary electrophoresis, laboratory software and informatics, bio-
reagents and related products, laboratory automation and robotics, and related services and support, and, with
the acquisition of Varian, Inc., also includes research products such as nuclear magnetic resonance, magnetic
resonance imaging and x-ray imaging products. Our life sciences business generated net revenues of
approximately $1.2 billion in fiscal 2009 and approximately $700 million in the six months ended April 30,
2010.

·
Our chemical analysis business focuses on the environmental, chemical, food and petrochemical industries
and provides application-focused solutions that include instruments, software, consumables and services that
enable customers to identify, quantify and analyze the physical and biological properties of substances and
products. Our acquisition of Varian substantially expanded our chemical analysis portfolio and expertise. Our
key product categories now include gas chromatography systems, columns and components, gas
chromatography mass spectrometry systems, inductively coupled plasma mass spectrometry, spectroscopy
analyzers, software and data systems, and services and support for the aforementioned products. Our chemical
analysis business generated net revenues of approximately $0.9 billion in fiscal 2009 and approximately
$500 million in the six months ended April 30, 2010.

·
Our electronic measurement business focuses on the communications and electronics industries and provides
standard and customized electronic measurement instruments and systems monitoring, management and
optimization tools for communications networks and services, software design tools and related services that
are used in the design, development, manufacture, installation, deployment and operation of electronics
equipment,
S-1
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communications networks and services, and microscopy products. This business also includes our
semiconductor test and printed circuit board test operations. Related services include start-up assistance,
instrument productivity and application services and instrument calibration and repair. We also offer
customization, consulting and optimization services throughout the customer's product lifecycle. Our
electronic measurement business generated net revenues of approximately $2.4 billion in fiscal 2009 and
approximately $1.3 billion in the six months ended April 30, 2010.
Agilent Laboratories, our centralized research organization, conducts applied research that creates high-impact
technology that can be transferred to our business units, driving market leadership in our core businesses and expanding our
measurement footprint into adjacent markets. Agilent Laboratories provides technology integration and synergies across our
businesses to create competitive differentiation and customer value.
On May 14, 2010, we completed our acquisition of Varian, a leading supplier of scientific instrumentation and
associated consumables for life science and applied market applications, for a total cash purchase price of approximately
$1.5 billion. Varian's products include analytical instruments, research products and related software, consumable products,
accessories and services, as well as vacuum products and related services and accessories. The acquisition broadens Agilent's
applications and solutions offerings in life sciences, environmental, and energy and materials. It also expands Agilent's
product portfolio into atomic and molecular spectroscopy; establishes a leading position in nuclear magnetic resonance,
imaging and vacuum technologies; and strengthens our consumables portfolio. We financed the purchase price of Varian
using the proceeds from our September 2009 offering of senior notes and other existing cash. Varian's cash acquired at
completion of the acquisition was approximately $225 million.
In connection with the review of the Varian acquisition by antitrust authorities, we committed to sell certain of
Varian's operations, and these divestitures were completed on May 19, 2010. In addition, on May 1, 2010, we completed the
sale of the Network Solutions Division of our electronic measurement business to JDS Uniphase Corporation for
$165 million, which is subject to post-closing working capital and other adjustments.
Our life sciences and chemical analysis customers include pharmaceutical and biotechnology companies, contract
research and contract manufacturing organizations, academic and governmental organizations, environmental laboratories,
petro-chemical refiners and bio-agricultural companies. Our electronic measurement customers include contract
manufacturers, handset manufacturers, network equipment manufacturers that design, develop, manufacture and install
network equipment, and service providers who implement, maintain and manage communication networks and services. We
sell our products primarily through direct sales, as well as through distributors, resellers, manufacturers' representatives,
telesales and electronic commerce. Agilent has a highly diversified global customer base and no one customer represented
more than 5% of total consolidated net revenues in the three months ended April 30, 2010.
Of our total net revenue of approximately $2.5 billion for the six months ended April 30, 2010, we generated
31 percent in the United States and 69 percent outside the United States. As of April 30, 2010, we employed approximately
16,100 people worldwide, and subsequent to April 30, 2010 approximately 3,000 employees joined from Varian. Our
primary research, development and manufacturing sites are in California, Colorado and Delaware in the United States and in
China, Germany, Japan, Malaysia, Singapore and the United Kingdom.

Address and Telephone Number
Our principal executive offices are located at 5301 Stevens Creek Boulevard, Santa Clara, California 95051. Our
telephone number at that location is (408) 553-2424. Our home page on the
S-2
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Internet is www.agilent.com. Other than the information expressly set forth or incorporated by reference in this prospectus,
the information contained, or referred to, on our website is not part of this prospectus supplement or the accompanying
prospectus.

Risk Factors
Our business is subject to uncertainties and risks. You should carefully consider and evaluate all of the information
included and incorporated by reference in this prospectus supplement, including the risk factors discussed more fully in the
section entitled "Risk Factors" immediately following this summary. It is possible that our business, financial condition,
liquidity or results of operations could be adversely affected by any of these risks.
S-3
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The Offering
Issuer
Agilent
Technologies,
Inc., a Delaware corporation.

Securities
$250,000,000 in aggregate principal amount of 2.50% Senior Notes due July 15,
2013 (the "2013 notes") and $500,000,000 in aggregate principal amount of 5.00%
Senior Notes due July 15, 2020 (the "2020 notes" and, together with the 2013
notes, the "notes").

Maturity
The 2013 notes mature on July 15, 2013 and the 2020 notes mature on July 15,
2020.

Interest
Interest will accrue at an annual rate of 2.50% on the 2013 notes and 5.00% on the
2020 notes. Interest will be paid semi-annually in arrears on January 15 and
July 15 of each year, commencing on January 15, 2011. Interest will be computed
on the basis of a 360-day year of twelve 30-day months.

Guarantees
None.

Denominations
$2,000 initially and multiples of $1,000 thereafter.

Ranking
The notes will be unsecured senior obligations of the Issuer and will rank equally
with other unsecured and unsubordinated obligations of the Issuer from time to
time outstanding. See "Description of Notes--Ranking" in this prospectus
supplement.

Change of Control Re-
Upon the occurrence of a "change of control repurchase event," as defined under
purchase Event
"Description of Notes--Purchase of Notes upon a Change of Control Repurchase
Event" in this prospectus supplement, the Issuer will be required to make an offer
to repurchase the 2013 notes and the 2020 notes at a price, in each case, equal to
101% of their principal amount, plus, in each case, accrued and unpaid interest to,
but not including, the date of repurchase.

Optional Redemption
The Issuer may redeem some or all of the notes of either series at any time or from
time to time, as a whole or in part, at its option, at the applicable redemption price
described in this prospectus supplement. See "Description of Notes--Optional
Redemption" in this prospectus supplement.

Certain Covenants
The indenture relating to the notes, among other things, limits the Issuer's ability
and the ability of certain of the Issuer's subsidiaries to create or assume certain
liens or enter into sale and leaseback transactions, and the Issuer's ability to
engage in mergers or consolidations and transfer or lease all or substantially all of
our assets. See "Description of Debt Securities--Certain Covenants" in the
accompanying prospectus.
S-4
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