Obligation Agilent Technologies 2.75% ( US00846UAL52 ) en USD

Agilent Technologies

91.094 % ▼

Etats-unis

US00846UAL52 ( en USD )

2.75% par an ( paiement semestriel )

14/09/2029

Prospectus brochure de l'obligation Agilent Technologies US00846UAL52 en USD 2.75%, échéance 14/09/2029

00846UAL5

BBB+ ( Qualité moyenne inférieure )

Baa1 ( Qualité moyenne inférieure )

14/09/2025 ( Dans 174 jours )

Agilent Technologies est une entreprise technologique multinationale spécialisée dans les instruments de mesure, les logiciels d'analyse et les services pour les marchés des sciences de la vie, de la chimie et de l'électronique.

L'Obligation émise par Agilent Technologies ( Etats-unis ) , en USD, avec le code ISIN US00846UAL52, paye un coupon de 2.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/09/2029

L'Obligation émise par Agilent Technologies ( Etats-unis ) , en USD, avec le code ISIN US00846UAL52, a été notée Baa1 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par Agilent Technologies ( Etats-unis ) , en USD, avec le code ISIN US00846UAL52, a été notée BBB+ ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B5
424B5 1 d787250d424b5.htm 424B5
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-233593
CALCULATION OF REGISTRATION FEE

Title of Each Class of
Maximum
Maximum
Amount of
Securities
Amount to be
Offering
Aggregate Offering
Registration
To Be Registered

Registered

Price Per Unit

Price

Fee(1)
2.750% Notes due 2029

$500,000,000

99.316%

$496,580,000

$60,185.50
TOTAL

$500,000,000

$496,580,000

$60,185.50

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933, as amended.
Table of Contents
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-233593

PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED SEPTEMBER 3, 2019
$500,000,000

2.750% Senior Notes due 2029

Agilent Technologies, Inc. is offering $500,000,000 aggregate principal amount of its 2.750% Senior Notes due September 15, 2029 (the "notes").
The notes will bear interest at a rate of 2.750% per annum and will mature on September 15, 2029.
Interest on the notes will accrue from September 16, 2019 and is payable semi-annually in arrears on March 15 and September 15 of each year,
commencing March 15, 2020. 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-18. 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, before
https://www.sec.gov/Archives/edgar/data/1090872/000119312519240123/d787250d424b5.htm[9/9/2019 9:42:33 AM]

424B5

Price to public(1)

discount

expenses, to us(1)
Per note

99.316%

0.650%

98.666%

Total

$
496,580,000
$ 3,250,000
$
493,330,000

(1)
Plus accrued interest, if any, from September 16, 2019, 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 S.A. ("Clearstream"), and Euroclear Bank, S.A./N.V., as operator of
the Euroclear System ("Euroclear"), on or about September 16, 2019, which is the seventh business day following the date of this prospectus supplement.

Joint Book-Running Managers

Barclays

J.P. Morgan

MUFG
Co-Managers

Academy Securities

Credit Suisse

HSBC

KeyBanc Capital Markets
The date of this prospectus supplement is September 5, 2019.
Table of Contents
This prospectus supplement, the accompanying prospectus and any free writing prospectus we prepare or authorize, contain and
incorporate by reference information that you should consider when making your investment decision. We have not, and the underwriters and
their affiliates and agents have not, authorized anyone to provide you with different information. We are not, and the underwriters and their
affiliates and agents 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, the documents incorporated by reference in this
prospectus supplement and in the accompanying prospectus and the information contained in any free writing prospectus we authorize for use in
connection with this offering 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
S-ii
Prospectus Supplement Summary
S-1
Risk Factors
S-8
Special Note About Forward-Looking Statements
S-12
Use of Proceeds
S-14
Capitalization
S-15
Description of Notes
S-16
Certain Material U.S. Federal Income Tax Consequences
S-27
Underwriting
S-31
Legal Matters
S-37
Experts
S-37
Where You Can Find More Information
S-37
Incorporation by Reference
S-38

Page
Prospectus

About This Prospectus

1
Special Note About Forward-Looking Statements

2
https://www.sec.gov/Archives/edgar/data/1090872/000119312519240123/d787250d424b5.htm[9/9/2019 9:42:33 AM]

424B5
The Company

5
Risk Factors

5
Use of Proceeds

5
Description of Debt Securities

6
Plan of Distribution

16
Legal Matters

18
Experts

18
Where You Can Find More Information

18
Incorporation by Reference

19

S-i
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document is part of the registration statement that we filed with the Securities and Exchange Commission using a "shelf" registration process
and consists of two parts. The first part is this prospectus supplement, including the documents incorporated by reference, which describes the specific
terms of this offering. The second part, the accompanying prospectus, including the documents incorporated by reference, gives more general information,
some of which may not apply to this offering. Generally, when we refer to the "prospectus," we are referring to both parts combined. This prospectus
supplement and any free writing prospectus we authorize for use in connection with this offering may add to, update or change information in the
accompanying prospectus and the documents incorporated by reference into this prospectus supplement or the accompanying prospectus.
If information in this prospectus supplement is inconsistent with the accompanying prospectus or with any document incorporated by reference that
was filed with the SEC before the date of this prospectus supplement, you should rely on this prospectus supplement. This prospectus supplement, the
accompanying prospectus, the documents incorporated by reference into each of them and the information contained in any free writing prospectus we
authorize for use in connection with this offering include important information about us, the notes and other information should you consider before
investing in the notes. See "Incorporation of Certain Information by Reference."
This prospectus supplement, the accompanying prospectus and the information incorporated herein and therein by reference contain references to
trademarks, service marks and trade names owned by us or other companies. Solely for convenience, trademarks, service marks and trade names referred to
in this prospectus supplement, the accompanying prospectus and the information incorporated herein and therein, including logos, artwork, and other visual
displays, may appear without the® or TM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent
under applicable law, our rights or the rights of the applicable licensor to these trademarks, service marks and trade names. We do not intend our use or
display of other companies' trade names, service marks or trademarks to imply a relationship with, endorsement or sponsorship of us by, any other
companies. All trademarks, service marks and trade names included or incorporated by reference into this prospectus supplement, the accompanying
prospectus or any related free writing prospectus are the property of their respective owners.

S-ii
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 you should consider before making your investment decision.
We encourage you to read this prospectus supplement and the accompanying prospectus, together with the documents identified under the caption
"Incorporation by Reference" and the information contained in any free writing prospectus we authorize for use in connection with this offering, in
their entirety before making an investment decision. You should pay special attention to the "Risk Factors" section of this prospectus supplement, the
"Risk Factors" section in the accompanying prospectus and the "Risk Factors" section in our Quarterly Report on Form 10-Q for the fiscal quarter
ended July 31, 2019.
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.
https://www.sec.gov/Archives/edgar/data/1090872/000119312519240123/d787250d424b5.htm[9/9/2019 9:42:33 AM]

424B5
Our Company
Agilent Technologies, Inc. is a global leader in life sciences, diagnostics and applied chemical markets, providing application focused solutions
that include instruments, software, services and consumables for the entire laboratory workflow. We currently have three business segments
comprised of the life sciences and applied markets business, the diagnostics and genomics business and the Agilent CrossLab business.

·
Our life sciences and applied markets business provides application-focused solutions that include instruments and software that enable
customers to identify, quantify and analyze the physical and biological properties of substances and products, as well as enable customers
in the clinical and life sciences research areas to interrogate samples at the molecular and cellular level. Our key product categories in
life sciences and applied markets include: liquid chromatography systems and components; liquid chromatography mass spectrometry
systems; gas chromatography systems and components; gas chromatography mass spectrometry systems; inductively coupled plasma

mass spectrometry instruments; atomic absorption instruments; microwave plasma-atomic emission spectrometry instruments;
inductively coupled plasma optical emission spectrometry instruments; raman spectroscopy; cell analysis plate based assays; flow
cytometer; real-time cell analyzer; laboratory software for sample tracking, information management and analytics; laboratory
automation and robotic systems; dissolution testing; vacuum pumps and measurement technologies. Our life sciences and applied
markets business generated net revenue of approximately $2.3 billion in fiscal 2018 and approximately $1.7 billion in the nine months
ended July 31, 2019.

·
Our diagnostics and genomics business includes the genomics, nucleic acid contract manufacturing and research and development,
pathology, companion diagnostics, reagent partnership, and biomolecular analysis businesses. Our diagnostics and genomics business is
comprised of six areas of activity providing active pharmaceutical ingredients for oligo-based therapeutics as well as solutions that

include reagents, instruments, software and consumables, which enable customers in the clinical and life sciences research areas to
interrogate samples at the cellular and molecular level. First, our genomics business includes arrays for DNA mutation detection,
genotyping, gene copy number determination, identification of gene rearrangements, DNA methylation profiling, gene expression
profiling, as well as next generation sequencing target enrichment and genetic data management and

S-1
Table of Contents
interpretation support software. This business also includes solutions that enable clinical labs to identify DNA variants associated with
genetic disease and help direct cancer therapy. Second, our nucleic acid solutions business provides equipment and expertise focused on
production of synthesized oligonucleotides under pharmaceutical good manufacturing practices conditions for use as API in an emerging
class of drugs that utilize nucleic acid molecules for disease therapy. Third, our pathology solutions business is focused on product
offerings for cancer diagnostics and anatomic pathology workflows. The broad portfolio of offerings includes immunohistochemistry, in
situ hybridization, hematoxylin and eosin staining and special staining. Fourth, we also collaborate with a number of major

pharmaceutical companies to develop new potential pharmacodiagnostics, also known as companion diagnostics, which may be used to
identify patients most likely to benefit from a specific targeted therapy. Fifth, the reagent partnership business is a provider of reagents
used for turbidimetry and flow cytometry. Finally, our biomolecular analysis business provides complete workflow solutions, including
instruments, consumables and software, for quality control analysis of nucleic acid samples. Samples are analyzed using quantitative and
qualitative techniques to ensure accuracy in further genomics analysis techniques utilized in clinical and life science research
applications. Our diagnostics and genomics business generated net revenue of approximately $0.9 billion in fiscal 2018 and
approximately $0.8 billion in the nine months ended July 31, 2019.

·
The Agilent CrossLab business spans the entire lab with its extensive consumables and services portfolio, which is designed to improve
customer outcomes. The majority of the portfolio is vendor neutral, meaning we can serve and supply customers regardless of their
instrument purchase choices. Solutions range from chemistries and supplies to services and software helping to connect the entire lab.
Key product categories in consumables include gas chromatography and liquid chromatography columns, sample preparation products,

custom chemistries, and a large selection of laboratory instrument supplies. Services include startup, operational, training and compliance
support, software as a service, as well as asset management and consultative services that help increase customer productivity. Custom
service and consumable bundles are tailored to meet the specific application needs of various industries and to keep instruments fully
operational and compliant with the respective industry requirements. Our Agilent CrossLab business generated net revenue of
approximately $1.7 billion in fiscal 2018 and approximately $1.4 billion in the nine months ended July 31, 2019.
Our life sciences and applied markets business focuses primarily on pharmaceutical and biotechnology companies, contract research and
contract manufacturing organizations, academic institutions, large government institutes, privately funded organizations, natural gas and petroleum
refining markets, environmental and forensics markets and food markets. Our diagnostics and genomics business focuses primarily on the diagnostics
and clinical markets. Our Agilent CrossLab business supports customers across both our life sciences and applied markets business and our
https://www.sec.gov/Archives/edgar/data/1090872/000119312519240123/d787250d424b5.htm[9/9/2019 9:42:33 AM]

424B5
diagnostics and genomics business.
In addition to our three businesses, we conduct centralized order fulfillment and supply chain operations for our businesses through the order
fulfillment and supply chain organization ("OFS"). OFS provides resources for manufacturing, engineering and strategic sourcing to our respective
businesses. Each of our businesses, together with OFS and Agilent Technologies Research Laboratories, is supported by our global infrastructure
organization, which provides shared services in the areas of finance, information technology, legal, certain procurement services, workplace services
and human resources.
We sell our products primarily through direct sales, as well as through distributors, resellers, manufacturers' representatives, and electronic
commerce. We have a highly diversified global customer base and no one customer represented more than 10 percent of total consolidated net revenue
in fiscal 2018 and in the nine months ended July 31, 2019.

S-2
Table of Contents
As of July 31, 2019, our headcount was approximately 15,700 people worldwide. Our primary research and development and manufacturing
sites are in California, Colorado, Delaware, Massachusetts and Texas in the United States, and in Australia, China, Denmark, Germany, Italy, Japan,
Malaysia, Singapore and the United Kingdom.
Recent Developments
On August 7, 2019, we entered into Amendment No. 1 to our Credit Agreement and Incremental Assumption Agreement (the
"Incremental Amendment"), among us, the lenders party thereto and BNP Paribas, as administrative agent to provide for a $500 million senior
unsecured term loan facility (the "term loan facility"), which will mature on August 5, 2020. As of August 31, 2019, we had $500 million of
outstanding borrowings under the term loan facility. The foregoing description of the term loan facility does not purport to be complete and is
qualified in its entirety by reference to the full text of the Incremental Amendment, which is filed as Exhibit 10.1 to our Current Report on Form 8-K
filed on August 8, 2019.
On August 16, 2019, we called all of our outstanding 5.00% senior notes due 2020 (our "2020 notes") for redemption. The redemption date will
be September 17, 2019, and the redemption price will be equal to the sum of the present values of the remaining scheduled payments of principal and
interest (exclusive of accrued and unpaid interest to the redemption date) on the 2020 notes to be redeemed discounted to the redemption date on a
semiannual basis at the applicable treasury rate (calculated in accordance with the indenture governing the 2020 notes) plus 30 basis points, plus
accrued and unpaid interest thereon to, but not including, the redemption date. We intend to use the net proceeds from the offering, and cash on hand,
to fund the redemption of our 2020 notes. This prospectus supplement does not constitute a notice of redemption for our 2020 notes. The redemption
of our 2020 notes is not conditioned on the closing of this offering.
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.

S-3
Table of Contents
The Offering

Issuer
Agilent Technologies, Inc., a Delaware corporation.

Securities
$500,000,000 in aggregate principal amount of 2.750% Senior Notes due September 15,
https://www.sec.gov/Archives/edgar/data/1090872/000119312519240123/d787250d424b5.htm[9/9/2019 9:42:33 AM]

424B5
2029 (the "notes").

Maturity
The notes mature on September 15, 2029.

Interest
Interest will accrue at an annual rate of 2.750% on the notes. Interest will be paid semi-
annually in arrears on March 15 and September 15 of each year, commencing on March 15,
2020. 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 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 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 the notes at its option at any time, either in whole or in part, 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 the Issuer's subsidiaries to create or assume certain liens or enter into certain sale
and leaseback transactions, and the Issuer's ability to engage in mergers or consolidations
and sell, lease, convey, transfer or otherwise dispose of all or substantially all of its
consolidated assets. Each of these covenants, however, is subject to a number of significant
exceptions. See "Description of Notes--Limitation on Liens" in this prospectus supplement
and "Description of Debt Securities--Certain Covenants" in the accompanying prospectus
for a description of these covenants.

Use of Proceeds
We intend to use the proceeds from this offering, after deducting the underwriting discount
and estimated offering expenses payable by us, and cash on hand, to fund the redemption of
our 2020 notes. Pending this use, we may invest the net proceeds in short-term, interest-

S-4
Table of Contents
bearing, investment-grade securities. The foregoing does not constitute a notice of

redemption and the redemption of our 2020 notes is not conditioned on the closing of this
offering. See "Use of Proceeds" in this prospectus supplement.

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. The notes will be new securities for
which there currently is no public market.

U.S. Federal Income Tax Considerations
You should consult your tax advisor with respect to the U.S. federal, state and local and
foreign tax consequences of purchasing, owning and disposing of the notes. See "Certain
Material U.S. Federal Income Tax Considerations" in this prospectus supplement.

Book-Entry
The notes will be delivered in book-entry form only through The Depository Trust Company
https://www.sec.gov/Archives/edgar/data/1090872/000119312519240123/d787250d424b5.htm[9/9/2019 9:42:33 AM]

424B5
for the accounts of its participants, including Clearstream and/or Euroclear.

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. These 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
State of New York.

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 and the "Risk Factors" in our Quarterly Report on Form
10-Q for the fiscal quarter ended July 31, 2019. It is possible that our business, financial
condition, liquidity or results of operations could be adversely affected by any of these risks.

S-5
Table of Contents
Summary Consolidated Financial Data
The following table sets forth summary consolidated financial information from our unaudited condensed consolidated financial statements as of
July 31, 2019 and for the nine months ended July 31, 2019 and 2018 and our audited consolidated financial statements as of October 31, 2018 and
2017 and for the fiscal years ended October 31, 2018 and 2017. The unaudited condensed 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
and 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 fiscal year ended October 31, 2018 and our
Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2019, which are incorporated by reference in this prospectus supplement. On
November 1, 2018, we adopted new accounting guidance related to the presentation of the net periodic pension and postretirement benefit cost. As a
result, we have recast our historical condensed consolidated statement of operations to conform to this new presentation required under this guidance.
Our historical financial information may not be indicative of our future performance and our results of operations for the nine months ended
July 31, 2019 are not necessarily indicative of results for the full fiscal year.

Nine Months
Fiscal Year
Ended
Ended

July 31,

October 31,

2019
2018
2018
2017

(in millions)

Consolidated Statements of Operations Data

Net revenue:

Products

$2,850
$2,755
$3,746
$3,397
Services and other

946

865
1,168
1,075

Total net revenue

3,796
3,620
4,914
4,472
Costs and expenses:

Cost of products

1,225
1,170
1,588
1,462
Cost of services and other

503

478

639

601

Total costs

1,728
1,648
2,234
2,073
Research and development

302

283

387

341
Selling, general and administrative

1,075
1,029
1,389
1,251

Total costs and expenses

3,105
2,960
4,010
3,665

Income from operations

691

660

904

807
https://www.sec.gov/Archives/edgar/data/1090872/000119312519240123/d787250d424b5.htm[9/9/2019 9:42:33 AM]

424B5
Interest income

30

28

38

22
Interest expense

(53)

(57)

(75)

(79)
Other income (expense), net

20

71

79

53

Income before taxes

688

702

946

803
Provision (benefit) for income taxes

(189)

581

630

119

Net income

$ 877
$ 121
$ 316
$ 684

S-6
Table of Contents

As of July 31,
As of October 31,

2019

2018
2017

(in millions)

Consolidated Balance Sheet Data

Cash and cash equivalents

$
1,765
$2,247
$ 2,678
Total assets

8,625
8,541
8,426
Total liabilities

3,878
3,970
3,591
Total stockholders' equity

4,747
4,567
4,831

S-7
Table of Contents
RISK FACTORS
You should carefully consider each of the following risks and all of the other information set forth in this prospectus supplement and the
accompanying prospectus, or incorporated by reference herein and therein, and the information contained in any free writing prospectus we authorize for
use in connection with this offering before making an investment in the notes. Based on the information currently known to us, we believe that the following
information, as well as the information under the heading "Risk Factors" in Part II, Item 1A. of our Quarterly Report on Form 10-Q for the fiscal quarter
ended July 31, 2019, identifies the material risk factors affecting our company and an investment in the notes. However, additional risks and uncertainties
not currently known to us or that we currently believe to be immaterial may also adversely affect our business.
Risks Relating to the Notes
The notes will be subject to the prior claims of any secured creditors, and if a default occurs, we may not have sufficient funds to fulfill our
obligations under the notes.
The notes are unsecured obligations, ranking equally with our other senior unsecured indebtedness, which includes approximately $1.8 billion of
outstanding senior unsecured notes following this offering (after giving effect to the redemption of our 2020 notes as described under "Prospectus
Supplement Summary--Recent Developments" and "Use of Proceeds"), amounts that may be outstanding under our unsecured revolving credit facility
(the "revolving credit facility") from time to time and amounts that may be outstanding under the term loan facility from time to time. Such senior
unsecured indebtedness is effectively junior to any secured indebtedness we may incur. As of July 31, 2019, we had no unsecured outstanding borrowings
under the revolving credit facility and no secured indebtedness. Subsequent to July 31, 2019, we borrowed $200 million under our revolving credit facility.
As described above under "Prospectus Supplement Summary--Recent Developments," on August 7, 2019, we entered into a $500 million term loan
facility, the full amount of which is outstanding as of August 31, 2019. The indenture governing the notes permits us to incur secured debt under specified
circumstances. If we incur secured debt, our assets securing any such indebtedness will be subject to prior claims by our secured creditors. In the event of
the bankruptcy, insolvency, liquidation, reorganization, dissolution or other winding up of Agilent, our assets that secure debt will be available to pay
obligations on the notes only after all debt secured by those assets has been repaid in full. Holders of the notes will participate in any remaining assets
ratably with all of Agilent's other unsecured and unsubordinated creditors, including trade creditors. If there are not sufficient assets remaining to pay all
these creditors, then all or a portion of the notes then outstanding would remain unpaid.
The notes are structurally subordinated to the indebtedness and other liabilities of our subsidiaries.
https://www.sec.gov/Archives/edgar/data/1090872/000119312519240123/d787250d424b5.htm[9/9/2019 9:42:33 AM]

424B5
The notes are our obligations exclusively and not of any of our subsidiaries. A significant portion of our operations is conducted through our
subsidiaries. Our subsidiaries are separate legal entities that have no obligation to pay any amounts due under the notes or to make any funds available
therefor, whether by dividends, loans or other payments. Except to the extent we are a creditor with recognized claims against our subsidiaries, all claims of
creditors, including trade creditors, and holders of preferred stock, if any, of our subsidiaries will have priority with respect to the assets of such
subsidiaries over our claims (and therefore the claims of our creditors, including holders of the notes). Consequently, the notes will be structurally
subordinated to all liabilities, including trade payables, of any of our subsidiaries and any subsidiaries that we may in the future acquire or establish. As of
July 31, 2019, our subsidiaries had approximately $705 million of outstanding liabilities, including trade payables, but excluding intercompany liabilities
and deferred revenue.
In addition, the indenture governing the notes permits our subsidiaries to incur additional indebtedness, and does not contain any limitation on the
amount of other liabilities, such as trade payables, that may be incurred by our subsidiaries.

S-8
Table of Contents
The negative covenants in the indenture that governs the notes may have a limited effect.
The indenture governing the notes contains covenants limiting our ability and our subsidiaries' ability to create certain liens, enter into certain sale
and leaseback transactions, and consolidate or merge with, or convey, transfer or lease all or substantially all of our assets to, another person. The limitation
on liens and limitation on sale and leaseback covenants contain exceptions that will allow us and our subsidiaries to incur liens with respect to material
assets. See "Description of Notes--Limitation on Liens" in this prospectus supplement and "Description of Debt Securities--Certain Covenants" in the
accompanying prospectus. In light of these exceptions, holders of the notes may be structurally or contractually subordinated to new lenders.
We are permitted to incur more debt, which may intensify the risks associated with our current leverage, including the risk that we will be unable
to service our debt.
The indenture governing the notes does not limit the amount of additional unsecured debt that we may incur. In addition, in July 2010, we issued
$500 million in senior unsecured notes due 2020, in September 2012, we issued $400 million in senior unsecured notes due 2022, in June 2013, we issued
$600 million in senior unsecured notes due 2023 and in September 2016, we issued $300 million in senior unsecured notes due 2026. In addition, under our
revolving credit facility we had no borrowings outstanding as of July 31, 2019 and the ability to borrow up to $1 billion. Subsequent to July 31, 2019, we
borrowed $200 million under our revolving credit facility. As described above under "Prospectus Supplement Summary--Recent Developments," on
August 7, 2019, we entered into $500 million term loan facility, the full amount of which is outstanding as of August 31, 2019. We intend to redeem the
outstanding 2020 notes with the proceeds from this offering as described in "Use of Proceeds." Our outstanding senior notes rank, and any indebtedness we
have incurred or will incur under the revolving credit facility and the term loan facility will rank, pari passu with the notes. If we incur additional debt, the
risks associated with our leverage, including the risk that we will be unable to service our debt, will increase.
The provisions in the indenture that governs the notes relating to change of control transactions will not necessarily protect you in the event of a
highly leveraged transaction.
The provisions contained in the indenture will not necessarily afford you protection in the event of a highly leveraged transaction that may adversely
affect you, including a reorganization, restructuring, merger or other similar transaction involving us. These transactions may not involve a change in
voting power or beneficial ownership or, even if they do, may not involve a change of the magnitude required under the definition of "change of control
repurchase event" in the indenture to trigger these provisions, notably, that the transactions are accompanied or followed within 60 days by a downgrade in
the rating of the notes offered under this prospectus supplement, following which the notes are no longer rated "investment grade." Except as described
under "Description of Notes--Purchase of Notes upon a Change of Control Repurchase Event," the indenture does not contain provisions that permit the
holders of the notes to require us to repurchase the notes in the event of a takeover, recapitalization or similar transaction.
We may not be able to repurchase all of the notes upon a change of control repurchase event.
As described under "Description of Notes--Purchase of Notes upon a Change of Control Repurchase Event," we will be required to offer to
repurchase the notes upon the occurrence of a change of control repurchase event. We may not have sufficient funds to repurchase the notes in cash at such
time or have the ability to arrange necessary financing on acceptable terms. In addition, our ability to repurchase the notes for cash may be limited by law
or the terms of other agreements relating to our indebtedness outstanding at the time.
There are no existing markets for the notes. If any develop, they may not be liquid.
There are currently no established markets for the notes. We do not intend to list the notes on any national securities exchange or to seek their
quotation on any automated dealer quotation system. The underwriters have

S-9
https://www.sec.gov/Archives/edgar/data/1090872/000119312519240123/d787250d424b5.htm[9/9/2019 9:42:33 AM]

424B5
Table of Contents
advised us that they currently intend to make a market in the notes following the offering, as permitted by applicable laws or regulations. However, the
underwriters have no obligation to make a market in such notes and they may cease market-making activities at any time without notice. Further, there can
be no assurance as to the liquidity of any markets that may develop for the notes, your ability to sell your notes or the prices at which you will be able to
sell your notes. Future trading prices of the notes will depend on many factors, including prevailing interest rates, our financial condition and results of
operations, the then-current ratings assigned to the notes and the market for similar securities. Any trading market that develops would be affected by many
factors independent of and in addition to the foregoing, including:

·
the time remaining to the maturity of the notes;

·
the outstanding amount of the notes;

·
our financial performance;

·
our credit ratings with nationally recognized credit rating agencies; and

·
the level, direction and volatility of market interest rates generally.
Ratings of the notes may change after issuance and affect the market price and marketability of the notes.
We currently expect that, prior to issuance, the notes will be rated by Fitch Ratings, Ltd., Moody's Investors Service Inc. and Standard & Poor's, a
division of The McGraw-Hill Companies, Inc. Such ratings are limited in scope, and do not address all material risks relating to an investment in the notes,
but rather reflect only the view of each rating agency at the time the rating is issued. An explanation of the significance of such rating may be obtained
from such rating agency. There is no assurance that such credit ratings will be issued or remain in effect for any given period of time or that such ratings
will not be lowered, suspended or withdrawn entirely by the rating agencies, if, in each rating agency's judgment, circumstances so warrant. It is also
possible that such ratings may be lowered in connection with future events, such as future acquisitions. Any lowering, suspension or withdrawal of such
ratings may have an adverse effect on the market price or marketability of the notes. In addition, any decline in the ratings of the notes may make it more
difficult for us to raise capital on acceptable terms.
Increased leverage may harm our financial condition and results of operations.
As of July 31, 2019, we had approximately $3.9 billion of total liabilities on a consolidated basis and the ability to borrow up to $1 billion under our
revolving credit facility. Subsequent to July 31, 2019, we borrowed $200 million under our revolving credit facility. As described above under "Prospectus
Supplement Summary--Recent Developments," on August 7, 2019, we entered into a $500 million term loan facility, the full amount of which is
outstanding as of August 31, 2019. We may incur additional indebtedness in the future and the notes do not restrict future incurrence of indebtedness. Any
increase in our level of indebtedness and leverage will have important effects on our future operations, including, without limitation:

·
increased cash requirements to support the payment of interest;

·
increased vulnerability to adverse changes in general economic and industry conditions, as well as competitive pressure; and

·
depending on the level of our outstanding debt, a decreased ability to obtain additional financing for working capital, capital expenditures,

general corporate and other purposes.
Our ability to make payments of principal and interest on our indebtedness depends upon our future performance, which will be subject to general
economic conditions and financial, business and other factors

S-10
Table of Contents
affecting our consolidated operations, many of which are beyond our control. If we are unable to generate sufficient cash flow from operations in the
future to service our debt, we may be required, among other things:

·
to seek additional financing in the debt or equity markets;

·
to refinance or restructure all or a portion of our debt, including the notes;

·
to sell selected assets;

·
to reduce or delay planned capital expenditures; or

·
to reduce or delay planned operating and investment expenditures.
https://www.sec.gov/Archives/edgar/data/1090872/000119312519240123/d787250d424b5.htm[9/9/2019 9:42:33 AM]

Document Outline

#1">
- #1">