Obligation Agilent Technologies Inc 3.875% ( US00846UAJ07 ) en USD

Agilent Technologies Inc

102.77 % ⇌

Etats-unis

US00846UAJ07 ( en USD )

3.875% par an ( paiement semestriel )

14/07/2023 - Obligation échue

Prospectus brochure de l'obligation Agilent Technologies Inc US00846UAJ07 en USD 3.875%, échue

2 000 USD

600 000 000 USD

00846UAJ0

BBB+ ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

L'Obligation émise par Agilent Technologies Inc ( Etats-unis ) , en USD, avec le code ISIN US00846UAJ07, paye un coupon de 3.875% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/07/2023

L'Obligation émise par Agilent Technologies Inc ( Etats-unis ) , en USD, avec le code ISIN US00846UAJ07, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Agilent Technologies Inc ( Etats-unis ) , en USD, avec le code ISIN US00846UAJ07, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

http://www.sec.gov/Archives/edgar/data/1090872/000104746913007063...
424B5 1 a2215725z424b5.htm 424B5
Use these links to rapidly review the document
TABLE OF CONTENTS
TABLE OF CONTENTS
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-183799
CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities
Proposed Maximum
Amount of
To Be Registered

Aggregate Offering Price

Registration Fee(1)

3.875% Notes due 2023
$600,000,000

$81,840

(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: 333-183799) by means of this final prospectus supplement.
1 of 74
6/20/2013 9:04 AM

http://www.sec.gov/Archives/edgar/data/1090872/000104746913007063...
Table of Contents
PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED SEPTEMBER 10, 2012
$600,000,000
3.875% Senior Notes due 2023
Agilent Technologies, Inc. is offering $600,000,000 aggregate principal amount of its 3.875% Senior Notes due July 15, 2023 (the "notes"). The notes will bear
interest at a rate of 3.875% per annum and will mature on July 15, 2023.
Interest on the notes will be payable semi-annually on January 15 and July 15 of each year and will accrue from June 21, 2013. Agilent Technologies, Inc. may
redeem the notes 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 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.

Underwriting
Proceeds to

Price to Public(1)

Discounts

Us

Per
Note
99.544%
0.650%
98.894%

Total
$597,264,000 $3,900,000
$593,364,000

(1)
Plus accrued interest, if any, from June 21, 2013, if settlement occurs after that date.
The notes will not be listed on any securities exchange or quoted on any automated dealer quotation system. 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 June 21, 2013.
Joint Book-Running Managers
BofA Merrill Lynch

BNP PARIBAS

Citigroup
Deutsche Bank Securities
Co-Managers
Barclays

Goldman, Sachs & Co.

Wells Fargo Securities

The date of this prospectus supplement is June 18, 2013.
2 of 74
6/20/2013 9:04 AM

http://www.sec.gov/Archives/edgar/data/1090872/000104746913007063...
Table of Contents
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
jurisdiction 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-22

Use of Proceeds
S-24

Capitalization
S-25

Description of Notes
S-27

Certain Material U.S. Federal Income Tax Consequences
S-39

Underwriting
S-43

Legal Matters
S-46

Experts
S-46

Where You Can Find More Information
S-47

Incorporation by Reference
S-48

Prospectus

About This Prospectus

1

Special Note About Forward-Looking Statements

3

The Company

5

Risk Factors

5

Use of Proceeds

5

Ratio of Earnings to Fixed Charges

5

Description of Debt Securities

6

Plan of Distribution

15

Legal Matters

17

Experts

17

Where You Can Find More Information

17

Incorporation by Reference

18
i
3 of 74
6/20/2013 9:04 AM

http://www.sec.gov/Archives/edgar/data/1090872/000104746913007063...
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is this 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
4 of 74
6/20/2013 9:04 AM

http://www.sec.gov/Archives/edgar/data/1090872/000104746913007063...
Table of Contents
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, diagnostics and genomics, communications and electronics industries. We currently have four business segments comprised of the life sciences
business, the chemical analysis business, the diagnostics and genomics business and the electronic measurement business.
·
Our life sciences business provides application-focused solutions that include instruments, software, consumables, and services that enable customers t
identify, quantify and analyze the physical and biological properties of substances and products. Our key product categories in life sciences include:
liquid chromatography systems, columns and components, liquid chromatography mass spectrometry systems, laboratory software and informatics
systems, laboratory automation and robotic systems, nucleic acid solutions, nuclear magnetic resonance, magnetic resonance imaging, and x-ray
diffraction systems, and services and support for the aforementioned products. Our life sciences business generated net revenues of approximately
$1.6 billion in fiscal 2012 and approximately $0.8 billion in the six months ended April 30, 2013.
·
Our chemical analysis business 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 product categories in chemical
analysis include: gas chromatography systems, columns and components; gas chromatography mass spectrometry systems, inductively coupled plasma
mass spectrometry instruments; atomic absorption instruments, inductively coupled plasma optical emission spectrometry instruments, molecular
spectroscopy instruments, software and data systems, vacuum pumps and measurement technologies, and services and support for our products. Our
chemical analysis business generated net revenues of approximately $1.6 billion in fiscal 2012 and approximately $0.8 billion in the six months ended
April 30, 2013.
·
Our diagnostics and genomics business provides solutions that include reagents, instruments, software and consumables that enable customers in the
clinical and life sciences research areas to interrogate samples at the molecular level. With the acquisition of Dako A/S, or Dako, a group of solutions
have been added that extend our product offerings to cancer diagnostics with anatomic pathology workflows. Our broad portfolio of offerings include
immunohistochemistry, in situ hybridization, hematoxylin and eosin staining, special staining, DNA mutation detection, genotyping, gene copy number
determination, identification of gene rearrangements, DNA

S-1
5 of 74
6/20/2013 9:04 AM

http://www.sec.gov/Archives/edgar/data/1090872/000104746913007063...
Table of Contents
methylation profiling, gene expression profiling, as well as automated gel electrophoresis-based sample analysis systems. We also collaborate with a
number of major pharmaceutical companies to develop new potential pharmacodiagnostics, also known as companion diagnostics, which may be used t
identify patients most likely to benefit from a specific targeted therapy. Our diagnostics and genomics business generated net revenues of approximately
$0.4 billion in fiscal 2012 and approximately $0.3 billion in the six months ended April 30, 2013.
·
Our electronic measurement business provides electronic measurement instruments and systems, software design tools and related services that are used
in the design, development, manufacture, installation, deployment and operation of electronics equipment, and microscopy products. 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 $3.3 billion in fiscal 2012 and approximately $1.5 billion in the six months ended April 30, 2013.
Our life sciences business focuses on the pharmaceutical, biotech, academic and government, bio-agriculture and food safety industries. Our chemical analysis
business focuses on the petrochemical, environmental, forensics and food safety industries. Our diagnostics and genomics business focuses on clinical markets,
academic and government, pharmaceutical, biotechnology and contract research organization industries. Our electronic measurement business addresses the
communications, electronics and other industries. In addition to our four businesses, we conduct centralized manufacturing and order fulfillment through Agilent Order
Fulfillment, or AOF, as well as research through Agilent Technologies Laboratories, or Agilent Labs. Each of our four businesses, AOF and Agilent Labs, is supported
by our global infrastructure organization, which provides shared services in the areas of finance, information technology, legal, workplace services and human
resources.
We sell our products primarily through direct sales, as well as through distributors, resellers, manufacturers' representatives, telesales and electronic commerce.
We have a highly diversified global customer base and no one customer represented more than 10% of total consolidated net revenues in the six months ended April 30
2013.
Of our total net revenue of approximately $3.4 billion for the six months ended April 30, 2013, we generated thirty percent in the United States and seventy percen
outside the United States. As of April 30, 2013, we employed approximately 20,500 people worldwide. Our primary research, development and manufacturing sites ar
in California, Colorado and Delaware in the United States, and in Australia, China, Denmark, Germany, India, Italy, 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) 345-8886. Our home page on the Internet is www.agilent.com. Other than the information expressly set forth or incorporated by reference in this prospectus
supplement, 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-2
6 of 74
6/20/2013 9:04 AM

http://www.sec.gov/Archives/edgar/data/1090872/000104746913007063...
Table of Contents
The Offering
Issuer
Agilent Technologies, Inc., a Delaware corporation.

Securities
$600,000,000 in aggregate principal amount of 3.875% Senior Notes due July 15, 2023 (the "notes").

Maturity
The notes mature on July 15, 2023.

Interest
Interest will accrue at an annual rate of 3.875% on the notes. Interest will be paid semi-annually in arrears on January 15 and
July 15 of each year, commencing on January 15, 2014. 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 Repurchase
Upon the occurrence of a "change of control repurchase event," as defined under "Description of Notes--Purchase of Notes upon
Event
a Change of Control Repurchase Event" in this prospectus supplement, the Issuer 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.

Optional Redemption
The Issuer may redeem some or all of the notes at any time or from time to time, as a whole or in part, at its option, at the
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--Certai
Covenants" in the accompanying prospectus.

Use of Proceeds
We intend to use the proceeds from this offering to repay our outstanding Senior Notes due July 15, 2013 and for general
corporate purposes, including payment of costs associated with our previously announced targeted restructuring program and to
repurchase outstanding shares of our common stock pursuant to our existing stock repurchase program. Pending these uses, we
may invest the net proceeds in short-term, interest-bearing, investment-grade securities. See "Use of Proceeds" in this prospectus
supplement.

S-3
7 of 74
6/20/2013 9:04 AM

http://www.sec.gov/Archives/edgar/data/1090872/000104746913007063...
Table of Contents
No Listing
We do not intend to apply for the listing of the notes on any securities exchange or for the quotation of the notes in any dealer
quotation system.

Book-Entry
The notes will be delivered in book-entry form only through The Depository Trust Company for the accounts of its participants,
including Clearstream Banking, société anonyme, Luxembourg and/or Euroclear Bank S.A./N.V.

Risk Factors
An investment in the notes involves certain risks that an investor should carefully evaluate prior to making an investment in the
notes. You should carefully read the "Risk Factors" section beginning on page S-7 of this prospectus supplement.

Further Issuances
We may create and issue additional notes having the same terms (except for the issue date, the date upon which interest begins to
accrue and the first interest payment date) as, and ranking equally and ratably with the notes initially offered in this offering. Thes
additional notes could be deemed part of the same series as the notes initially offered in this offering. There is no limit on the
amount of notes that can be issued under the indenture governing the notes.

Trustee and Paying and Transfer
Agent
U.S. Bank National Association.

Governing Law
New York.

S-4
8 of 74
6/20/2013 9:04 AM

http://www.sec.gov/Archives/edgar/data/1090872/000104746913007063...
Table of Contents
Summary Consolidated Financial Data
The following table sets forth summary consolidated financial information from our unaudited consolidated financial statements as of April 30, 2013 and for the
six months ended April 30, 2013 and 2012 and our audited consolidated financial statements as of October 31, 2012 and 2011 and for the fiscal years ended
October 31, 2012, 2011 and 2010. The unaudited consolidated financial statements have been prepared on the same basis as our audited consolidated financial
statements, and, in the opinion of our management, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the
information set forth therein. The summary consolidated financial data presented below should be read in conjunction with our financial statements and the
accompanying notes and "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in our Annual Report on Form 10-K for
the year ended October 31, 2012 and our Quarterly Report on Form 10-Q for the quarter ended April 30, 2013, which is incorporated by reference in this prospectus
supplement.
Our financial information may not be indicative of our future performance and our results of operations for the six months ended April 30, 2013 are not necessaril
indicative of results for the full fiscal year.
Six Months

Ended April,

Year Ended October 31,

2013

2012

2012

2011

2010

(in
millions)

Consolidated Statements of Operations Data

Net revenues:

Products
$ 2,804 $ 2,777 $ 5,659 $ 5,482 $ 4,464
Services
&
others
608 591 1,199 1,133 980

Total
net
revenue
3,412 3,368 6,858 6,615 5,444
Cost and expenses:

Cost
of
products
1,311 1,251 2,608 2,473 1,976
Cost
of
services
&
other

330
325
646
613
538
Total
costs
1,641 1,576 3,254 3,086 2,514
Research
&
Development

360
328
668
649
612
Selling,
general
&
administrative
981 893 1,817 1,809 1,752

Total
costs
&
expenses
2,982 2,797 5,739 5,544 4,878
Income
from
operations
430 571 1,119 1,071 566
Interest
income

3
5
9
14
20
Interest
expense

(50) (51) (101) (86) (96)
Gain on sale of network solutions business, net

--
--
--
--
132
Other
income
(expense),
net

10
24
16
33
70
Income
before
taxes
393 549 1,043 1,032 692
Provision
(benefit)
for
income
taxes

48
64 (110)
20
8
Net
income
$
345 $
485 $ 1,153 $ 1,012 $
684

As of April 30,

As of October 31,

2013

2012

2011

(in
millions)

Consolidated Balance Sheet Data

Cash, cash equivalents and short term investments
$
2,519 $
2,351 $ 3,527
Total
assets

10,587 10,536 9,057
Total
liabilities

5,279 5,351 4,741
Total stockholders' equity

5,305
5,182 4,308

S-5
9 of 74
6/20/2013 9:04 AM

http://www.sec.gov/Archives/edgar/data/1090872/000104746913007063...
Table of Contents
RATIO OF EARNINGS TO FIXED CHARGES
The following table contains our ratio of earnings to fixed charges for the periods indicated:
Six
Months

Fiscal Year Ended
Ended
April 30,
October 31,
October 31,
October 31,
October 31,
October 31,
2013

2012

2011

2010

2009

2008
6.95 9.09
10.13
6.49
1.06
6.33
For purposes of determining the ratio of earnings to fixed charges, earnings are defined as income from continuing operations before taxes and equity income plus
fixed charges. Fixed charges consist of interest expense on all indebtedness and that portion of operating lease rental expense that is a reasonable approximation of the
interest factor and amortization of capitalized expenses related to indebtedness.

S-6
10 of 74
6/20/2013 9:04 AM