Filed Pursuant to Rule 433
Relating to Preliminary Prospectus Supplement dated September 10, 2012
Registration No. 333-183799

September 10, 2012


Agilent Technologies, Inc.


Pricing Term Sheet


3.200% Notes due 2022




Agilent Technologies, Inc.

Principal Amount:



Security Type:


Senior Notes



October 1, 2022




Price to Public:



Yield to Maturity:



Spread to Benchmark Treasury:


+155 basis points

Benchmark Treasury:


1.625% due August 15, 2022

Benchmark Treasury Spot and Yield:



Interest Payment Dates:


April 1 and October 1, commencing April 1, 2013

Make-Whole Call:


Prior to July 1, 2022, the greater of par and redemption price at Treasury + 25 basis points

Par Call:


On or after July 1, 2022

Net Proceeds:



Trade Date:


September 10, 2012

Settlement Date:


September 13, 2012 (T+3)



$2,000 x $1,000



00846UAH4 / US00846UAH41

Ratings: *


Baa2 (stable) by Moody’s Investors Service, Inc.

BBB+ (stable) by Standard & Poor’s Ratings Services

BBB+ (stable) by Fitch Ratings

Joint Bookrunners:


Barclays Capital Inc.

J.P. Morgan Securities LLC



Merrill Lynch, Pierce, Fenner & Smith

Senior Co-Manager:


BNP Paribas Securities Corp.



Citigroup Global Markets Inc.
Deutsche Bank Securities Inc.
Wells Fargo Securities, LLC


*Note: A securities rating is not a recommendation to buy, sell or hold securities and is subject to revision or withdrawal at any time.


The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates.  Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering.  You may get these documents for free by visiting EDGAR on the SEC Web site at  Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by contacting Barclays Capital Inc. toll free at 888-603-5847 or by email at, J.P. Morgan Securities LLC collect at 212-834-4533 or Merrill Lynch, Pierce, Fenner & Smith Incorporated toll free at 1-800-294-1322.