Item 8.01. Other Events.

On June 1, 2020, Agilent Technologies, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with BofA Securities, Inc., Mizuho Securities USA LLC and Wells Fargo Securities, LLC, as representatives of the several underwriters named therein (the "Underwriters"), pursuant to which the Company agreed to issue and sell to the Underwriters $500 million in aggregate principal amount of its 2.100% Senior Notes due 2030 (the "Notes") in an underwritten public offering (the "Offering"). The Offering is expected to close on June 4, 2020, subject to customary closing conditions. The Underwriting Agreement contains customary representations and covenants and includes the terms and conditions of the sale of the Notes, indemnification and contribution obligations and other terms and conditions customary in agreements of this type.

The Notes will be issued pursuant to a base indenture, dated as of September 16, 2019, between the Company and U.S. Bank National Association, as trustee (the "Trustee"), as supplemented by a second supplemental indenture thereto, expected to be dated as of June 4, 2020, between the Company and the Trustee.

The Notes will be issued at a price to the public of 99.812% of their principal amount. The Notes will mature on June 4, 2030 and bear interest at a fixed rate of 2.100% per annum, payable semi-annually in arrears on June 4 and December 4 of each year, commencing on December 4, 2020. The Notes will be unsecured and will rank equally in right of payment with all of the Company's other senior unsecured indebtedness.

The Notes are being offered pursuant to the Company's Registration Statement on Form S-3 (File No. 333-233593) filed with the Securities and Exchange Commission on September 3, 2019, as supplemented by the prospectus supplement, dated June 1, 2020. In connection with the Offering, the Company is filing the Underwriting Agreement as Exhibit No. 1.1 to this Current Report on Form 8-K. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such exhibit.

A copy of the legal opinion of Goodwin Procter LLP relating to the legality of the issuance and sale of the Notes in the Offering is attached as Exhibit 5.1 to this Current Report on Form 8-K.

On June 1, 2020, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.




(d) Exhibits.

 Exhibit
   No.                                       Description

    1.1            Underwriting Agreement, dated June 1, 2020, by and among the
                 Company, BofA Securities, Inc., Mizuho Securities USA LLC and Wells
                 Fargo Securities, LLC, as representatives of the several
                 Underwriters

    5.1            Opinion of Goodwin Procter LLP

   23.1            Consent of Goodwin Procter LLP (included in Exhibit 5.1)

   99.1            Press Release, dated June 1, 2020

   104           Cover Page Interactive Data File (embedded within the Inline XBRL
                 document)

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