Obligation Aligent Technologies Inc 3.2% ( US00846UAH41 ) en USD

Aligent Technologies Inc

100 % ▼

Etats-unis

US00846UAH41 ( en USD )

3.2% par an ( paiement semestriel )

30/09/2022 - Obligation échue

Prospectus brochure de l'obligation Agilent Technologies Inc US00846UAH41 en USD 3.2%, échue

2 000 USD

400 000 000 USD

00846UAH4

BBB+ ( Qualité moyenne inférieure )

Baa2 ( Qualité moyenne inférieure )

Agilent Technologies Inc. est une société américaine de technologie qui fournit des instruments scientifiques, des logiciels et des services aux marchés des sciences de la vie, de la chimie et de la diagnostica.

L'Obligation émise par Aligent Technologies Inc ( Etats-unis ) , en USD, avec le code ISIN US00846UAH41, paye un coupon de 3.2% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 30/09/2022

L'Obligation émise par Aligent Technologies Inc ( Etats-unis ) , en USD, avec le code ISIN US00846UAH41, a été notée Baa2 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Aligent Technologies Inc ( Etats-unis ) , en USD, avec le code ISIN US00846UAH41, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

http://www.sec.gov/Archives/edgar/data/1090872/000104746912008795...
424B5 1 a2210974z424b5.htm 424B5
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TABLE OF CONTENTS
TABLE OF CONTENTS
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-183799
CALCULATION OF REGISTRATION FEE

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

Price

Registration Fee(1)

3.20% Notes due 2022

$400,000,000

$45,840

(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.
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PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED SEPTEMBER 10, 2012
$400,000,000
3.20% Senior Notes due 2022
Agilent Technologies, Inc. is offering $400,000,000 aggregate principal amount of its 3.20% Senior Notes due October 1, 2022 (the
"notes"). The notes will bear interest at a rate of 3.20% per annum and will mature on October 1, 2022.
Interest on the notes will be payable semi-annually on April 1 and October 1 of each year and will accrue from September 13, 2012.
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-8 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
99.802%
0.650%
99.152%

Total
$399,208,000 $2,600,000
$396,608,000

(1)
Plus accrued interest, if any, from September 13, 2012, 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 September 13, 2012.
Joint Book-Running Managers
Senior Co-Manager
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BNP PARIBAS
Co-Managers
Wells Fargo
Citigroup

Deutsche Bank Securities
Securities

The date of this prospectus supplement is September 10, 2012
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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-8

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-46

Incorporation by Reference
S-47

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
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Where You Can Find More Information

17

Incorporation by Reference

18
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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."
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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, unles
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 communications, electronics, chemical analysis, life sciences, diagnostics and genomics industries. We currently have four
primary businesses: the electronic measurement business, the chemical analysis business, the life sciences business, and the diagnostics an
genomics business.
·
Our electronic measurement business addresses the communications, electronics and other industries and 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 an
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 2011 and approximately
$2.5 billion in the nine months ended July 31, 2012.
·
Our chemical analysis business focuses on the petrochemical, environmental, forensics and food safety 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 key product
categories include gas chromatography systems, columns and components, gas chromatography mass spectrometry systems,
inductively coupled plasma mass spectrometry instruments, inductively coupled plasma optical emission spectrometry
instruments, atomic absorption 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 $1.5 billion
in fiscal 2011 and approximately $1.2 billion in the nine months ended July 31, 2012.
·
Our life sciences business focuses on the pharmaceutical, biotechnology, academic and government, bio-agriculture and
food safety 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. Key product categories in our life sciences business include liquid chromatography systems, columns and
components, liquid chromatography mass spectrometry systems, laboratory software and informatics systems, laboratory
automation and robotic systems, dissolution testing, nuclear

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magnetic resonance, magnetic resonance imaging, x-ray diffraction systems and related services and support. Our life
sciences business generated net revenues of approximately $1.5 billion in fiscal 2011 and approximately $1.2 billion in the
nine months ended July 31, 2012.
·
Our diagnostics and genomics business focuses on the pharmaceutical, biotechnology, academic and government and clinica
industries and 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 recent acquisition of Dako
A/S ("Dako"), a new group of solutions have been added that extend our product offerings to cancer diagnostics with
anatomic pathology workflows. Our broad portfolio of offerings include products for immunohistochemistry, in situ
hybridization, hematoxylin and eosin staining, special staining, DNA mutation detection, genotyping, gene copy number
determination, identification of gene rearrangements, DNA methylation profiling and 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 called companion diagnostics, which may be used to
identify patients most likely to benefit from a specific targeted therapy. Our diagnostics and genomics business generated ne
revenues of approximately $277 million in fiscal 2011 and approximately $246 million in the nine months ended July 31,
2012.
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 and growth in our core businesses and expanding our footprint into adjacent
markets. Agilent Laboratories provides technology integration and synergies across our businesses to create competitive differentiation an
customer value.
On June 21, 2012, we completed our acquisition of all of the outstanding shares of Dako, a leading supplier of cancer diagnostic tool
Dako provides antibodies, reagents, scientific instruments and software to hospital and research laboratories, The consideration paid was
approximately $2.1 billion, which we funded using our existing cash.
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. Our life sciences, chemical analysis, and diagnostics and genomics customers include pharmaceutical and
biotechnology companies, clinical laboratories, contract research and contract manufacturing organizations, and academic and
governmental organizations, environmental and forensics laboratories, petrochemical refiners and food product companies. 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 10% of total consolidated ne
revenues in the nine months ended July 31, 2012.
Of our total net revenue of approximately $5.1 billion for the nine months ended July 31, 2012, we generated 32 percent in the United
States and 68 percent outside the United States. As of July 31, 2012, we employed approximately 20,200 people worldwide. Our primary
research, development and manufacturing sites are in California, Colorado and Delaware in the United States, and in Australia, China,
Denmark, Germany, India, Italy, Japan, Malaysia, Singapore and the United Kingdom.

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Address and Telephone Number
Our principal executive offices are located at 5301 Stevens Creek Boulevard, Santa Clara, California 95051. Our telephone number a
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, 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 b
adversely affected by any of these risks.

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The Offering
Issuer
Agilent Technologies, Inc., a Delaware corporation.

Securities
$400,000,000 in aggregate principal amount of 3.20% Senior Notes due October 1, 2022 (the
"notes").

Maturity
The notes mature on October 1, 2022.

Interest
Interest will accrue at an annual rate of 3.20% on the notes. Interest will be paid semi-annually
in arrears on April 1 and October 1 of each year, commencing on April 1, 2013. Interest will b
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 Event
Upon the occurrence of a "change of control repurchase event," as defined under "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 notes at a price equa
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
--Certain Covenants" in the accompanying prospectus.

Use of Proceeds
We intend to use the proceeds from this offering for general corporate purposes, including
repayment of our outstanding Senior Notes due September 14, 2012. 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-4
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