Agilent Technologies, Inc S-4, filed Sep 1, 2026
Agilent Technologies, Inc. (A)
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As filed with the Securities and Exchange Commission on September 1, 2026.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
AGILENT TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 3826 | 77-0518772 | ||
| (State or other jurisdiction of incorporation) |
(Primary Standard Industrial Classification Code Number) |
(IRS Employer Identification No.) |
5301 Stevens Creek Blvd.
Santa Clara, California 95051
(800) 227-9770
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Michael Buckner
Shirley Qin
Agilent Technologies, Inc.
5301 Stevens Creek Blvd.
Santa Clara, California 95051
(800) 227-9770
(Name, address, including zip code, and telephone number, including area code, of agent for service)
With a copy to:
Alan J. Fishman
Sullivan & Cromwell LLP
125 Broad Street
New York, New York 10004
(212) 558-4000
Approximate date of commencement of proposed sale to the public: Pursuant to Rule 162 under the Securities Act of 1933, as amended, the offering of securities will commence promptly following the filing of the Registration Statement. No tendered securities will be accepted for exchange until after this Registration Statement has been declared effective.
If the securities being registered on this Form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | ☒ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| Emerging growth company | ☐ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐
Exchange Act Rule 14d-1(d) (Cross Border Third-Party Tender Offer) ☐
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
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The information in this prospectus is not complete and may be changed. We may not complete the exchange offer and issue these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer is not permitted.
SUBJECT TO COMPLETION, DATED SEPTEMBER 1, 2026
PROSPECTUS
Agilent Technologies, Inc.
Offer to Exchange
Up to $600,000,000 aggregate principal amount of new 4.900% Senior Notes due 2032 registered under the
Securities Act of 1933, for any and all outstanding unregistered 4.900% Senior Notes due 2032.
Agilent Technologies, Inc. (“Agilent” or “we”) is offering to exchange new registered 4.900% Senior Notes due 2032 (the “Exchange Notes”) for its outstanding unregistered 4.900% Senior Notes due 2032 (the “Original Notes”). The Original Notes and the Exchange Notes are sometimes referred to in this prospectus together as the “notes.” The terms of the Exchange Notes are substantially identical to the terms of the Original Notes, except that the Exchange Notes are registered under the Securities Act of 1933, as amended (the “Securities Act”), and there are certain differences relating to transfer restrictions, registration rights and payment of additional interest in case of non-registration. We refer to this offer as the “Exchange Offer.”
The Exchange Offer will expire at 5:00 p.m., New York City time, on September 30, 2026, unless extended or earlier terminated by us (such date, as the same may be extended or earlier terminated with respect to the Exchange Notes, the “Expiration Date”). Holders may withdraw their tendered Original Notes at any time at or prior to the Expiration Date of the Exchange Offer.
The Exchange Notes will be general senior unsecured and unsubordinated obligations and will rank equal in priority with all of Agilent’s existing and future unsecured and unsubordinated indebtedness and senior in right of payment to any future subordinated indebtedness Agilent may incur. See “Description of Exchange Notes.”
Agilent agreed with Citigroup Global Markets Inc., Mizuho Securities USA LLC and SG Americas Securities as representatives of the initial purchasers of the Original Notes (the “Initial Purchasers”) to make this offer and to register the issuance of the Exchange Notes after the initial sale of the Original Notes.
No public market currently exists for the Original Notes and we cannot assure you that any public market for the Exchange Notes will develop. The Exchange Notes will not be listed on any national securities exchange.
Each broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Original Notes where such Original Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. Agilent has agreed that, starting on the Expiration Date and ending on the close of business on the day that is 90 days following the Expiration Date, it will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution” below.
Investing in the Exchange Notes involves risks. See “Risk Factors” in Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2026, which is incorporated by reference herein, and the “Risk Factors” section which begins on page 8 of this prospectus, to read about factors you should consider before investing in the Exchange Notes.
Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
Prospectus dated , 2026.
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No person has been authorized to give any information or any representation concerning us or the Exchange Offer (other than as contained in this prospectus or the related letter of transmittal) and we take no responsibility for, nor can we provide any assurance as to the reliability of, any other information that others may give you. You should not assume that the information contained or incorporated by reference in this prospectus is accurate as of any date other than the date on the front cover of this prospectus or the date of the incorporated document, as applicable.
In making an investment decision, prospective investors must rely on their own examination of us, and the terms of the Exchange Offer, including the merits and risks involved. Prospective investors should not construe anything in this prospectus as legal, business or tax advice. Each prospective investor should consult its own advisors as needed to make its investment decision and to determine whether it is legally permitted to participate in the Exchange Offer and to invest in the Exchange Notes under applicable legal investment or similar laws or regulations.
There are no guaranteed delivery provisions provided for in conjunction with the Exchange Offer under the terms of this prospectus and the accompanying letter of transmittal. Tendering holders must tender their Original Notes in accordance with the procedures set forth under “The Exchange Offer—Procedures for Tendering Original Notes.”
This prospectus contains summaries believed to be accurate with respect to certain documents, but reference is made to the actual documents for complete information. All such summaries are qualified in their entirety by such reference. See “Incorporation by Reference.”
THE SECURITIES OFFERED HEREBY HAVE NOT BEEN RECOMMENDED BY ANY UNITED STATES FEDERAL OR STATE SECURITIES COMMISSION OR REGULATORY AUTHORITY. FURTHERMORE, THE FOREGOING AUTHORITIES HAVE NOT CONFIRMED THE ACCURACY OR DETERMINED THE ADEQUACY OF THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
In this prospectus, unless we have indicated otherwise, or the context otherwise requires, references to “we,” “us” and “our” are references to Agilent Technologies, Inc. and its subsidiaries. Unless the context otherwise requires, references to “Agilent” in this prospectus are to Agilent Technologies, Inc. and not to any of its subsidiaries.
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This prospectus and any documents incorporated by reference herein contain “forward-looking statements” within the meaning of the federal securities law including, without limitation, statements regarding:
| • | growth opportunities, including for revenue and our end markets, new product and service introductions; |
| • | strength and drivers of the markets into which we sell; |
| • | sales funnels; |
| • | our strategic direction; |
| • | new product and service introductions and the position of our current products and services; |
| • | the position and strength of our businesses, products and services; |
| • | market demand for and adoption of our products and solutions; |
| • | the ability of our products and solutions to address customer needs and meet industry requirements; |
| • | our focus on differentiating our product solutions, improving our customers’ experience, productivity and growing our earnings, leveraging our product platforms to maximize growth, our investments, including in manufacturing infrastructure, research and development and expanding and improving our applications and solutions portfolios, expanding our position in developing countries and emerging markets; |
| • | future financial results; |
| • | our operating margin; |
| • | our investments, including in manufacturing infrastructure; |
| • | research and development and expanding and improving our applications and solutions portfolios; |
| • | our contributions to our pension and other defined benefit plans; |
| • | impairment of goodwill and other intangible assets; |
| • | the impact of foreign currency movements; |
| • | our hedging programs and other actions to offset the effects of tariffs and foreign currency and interest rate movements; |
| • | our future effective tax rate, tax valuation allowance and unrecognized tax benefits; |
| • | reimbursement incentives; |
| • | the impact of local government regulations on our ability to pay vendors or conduct operations; |
| • | our ability to satisfy our liquidity requirements, including through cash generated from operations; |
| • | the potential impact of adopting new accounting pronouncements; |
| • | indemnification obligations; |
| • | source and supply of materials used in our products; |
| • | our sales, our purchase commitments, and our capital expenditures; |
| • | the integration, effects and timing of our acquisitions and other transactions; |
| • | savings and headcount reduction recognized from our restructuring programs and other cost saving initiatives; |
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| • | our stock repurchase program and dividends; |
| • | our geographical diversification; |
| • | macroeconomic environment, geopolitical uncertainties, and market conditions, including relating to or arising from changes to tariffs, import/export or trade policies, the recovery and health of our end markets, seasonality, mix, future financial results; and |
| • | interest rates, inflationary pressures and local regulations and restrictions that involve risks and uncertainties. |
The words “believe,” “expect,” “anticipate,” “intend,” “plan,” “aim,” “will,” “may,” “should,” “could,” “would,” “likely” and similar expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. Forward-looking statements are subject to risks and uncertainties, which could cause actual results to differ materially from such statements, including those described in the “Risk Factors” section of this prospectus and under the heading “Risk Factors” in Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended July 31, 2026 and on page 8 of this prospectus and in other filings with the SEC that are incorporated by reference herein. There may also be other risks that we are unable to predict at this time that may cause actual results to differ materially from those in forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We undertake no obligation to update publicly or revise any forward-looking statements, unless obligated by law to do so.
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In this prospectus, Agilent “incorporates by reference” certain of the information Agilent files with the SEC, which means that Agilent can disclose important information to you by referring you to those documents. The information incorporated by reference is considered to be part of this prospectus, and information that Agilent files later with the SEC and incorporates herein will automatically update and supersede this information. Agilent incorporates by reference the documents listed below and any future filings Agilent will make with the SEC under Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), after the filing of the registration statement to which this prospectus relates and prior to the effectiveness of such registration statement and all such future filings that Agilent makes with the SEC until the Expiration Date (other than, in each case, documents or information deemed to have been furnished and not filed in accordance with the SEC rules):
| 1. | Agilent’s Annual Report on Form 10-K for the fiscal year ended October 31, 2025, filed with the SEC on December 22, 2025 (the “Annual Report”); |
| 2. | Those portions of Agilent’s Definitive Proxy Statement on Schedule 14A filed with the SEC on February 6, 2026, which are incorporated by reference into our Annual Report on Form 10-K for the fiscal year ended October 31, 2025; |
| 3. | Agilent’s Quarterly Reports on Form 10-Q for the fiscal quarters ended January 31, 2026, April 30, 2026, and July 31, 2026, filed with the SEC on March 3, 2026, June 1, 2026, and September 1, 2026, respectively; and |
| 4. | Agilent’s Current Reports on Form 8-K filed with the SEC on March 6, 2026, March 20, 2026, April 3, 2026 (as amended), May 4, 2026 (Item 5.02 only), May 27, 2026 (Item 5.02 only) and June 25, 2026. |
Agilent files annual, quarterly and current reports, proxy statements and other information with the SEC. Agilent’s SEC filings are available to the public, free of charge, through the SEC’s website at http://www.sec.gov. Information about Agilent, including its SEC filings, is also available through Agilent’s website at http://www.agilent.com. The information on Agilent’s website is not incorporated into this prospectus.
You may also request a copy of these filings, excluding exhibits unless such exhibits are specifically incorporated by reference, at no cost by writing or telephoning us at the following address:
Attention: Corporate Secretary
Agilent Technologies, Inc.
5301 Stevens Creek Blvd.
Santa Clara, California 95051
(800) 227-9770
To receive timely delivery of the documents prior to the Expiration Date, you should make your request no later than five business days before the date you must make your investment decision, or September 23, 2026. In the event that Agilent extends the Exchange Offer, you should submit your request at least five business days prior to the Expiration Date, as extended.
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This summary highlights selected information contained or incorporated by reference in this prospectus. As a result, it is not complete and does not contain all of the information that may be important to you or that you should consider when making an investment decision with respect to the Exchange Offer. You should read the following summary in conjunction with the more detailed information contained in this prospectus and the documents that Agilent has incorporated by reference before making a decision to participate in the Exchange Offer. See “Incorporation by Reference.”
Agilent Technologies, Inc.
We are a global leader in life sciences, diagnostics and applied markets, providing application-focused solutions that include instruments, software, services and consumables for the entire laboratory workflow. Our mission is to provide trusted answers through our advanced instrumentation, comprehensive consumables and reagents, world-class services and deep understanding of customers’ business workflows.
We serve diverse end-markets, including pharmaceutical and biotechnology companies, clinical and diagnostic testing laboratories, academic research institutions, and government and environmental agencies, as well as food, energy and chemical industries. Our portfolio of products and services addresses the full range of laboratory workflow needs—from sample preparation to data analysis—enabling customers to achieve better outcomes and faster discoveries.
We operate through three business segments: Life Sciences and Diagnostics Markets, Agilent CrossLab and Applied Markets. Our Life Sciences and Diagnostics Markets segment is comprised of seven areas of activity. We provide specialty contract development and manufacturing services for pharmaceutical customers 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. Our Agilent CrossLab segment spans the entire lab with its extensive services and consumables portfolio in addition to software and laboratory automation solutions, which are designed to improve customer outcomes and represents a broad range of offerings designed to serve customer needs across end-markets and applications. Our Applied Markets segment 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.
In addition, 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, 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, but we also utilize distributors, resellers, manufacturers’ representatives and electronic commerce. As of July 31, 2026, we employed approximately 18,200 people worldwide. Our primary research and development and manufacturing sites are in California, Colorado, Delaware, Massachusetts, Texas and Vermont in the U.S. and in Australia, Canada, China, Denmark, Germany, Italy, Japan, Malaysia, Singapore and the United Kingdom.
Agilent Technologies, Inc. was incorporated in Delaware in May 1999. Our principal executive offices are located at 5301 Stevens Creek Blvd., Santa Clara, California 95051 and our telephone number is (800) 227-9770. Our home page on the Internet is www.agilent.com. Other than the information expressly set forth in this prospectus, the information contained, or referred to, on our website is not part of this prospectus.
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The Exchange Offer
| Background |
On June 25, 2026, we issued the Original Notes in a transaction exempt from the registration requirements of the Securities Act, and, as of the date of this prospectus, an aggregate principal amount of $600,000,000 in Original Notes is outstanding. The Original Notes issued pursuant to Rule 144A are represented by CUSIP No. 00846U AS0, and the Original Notes issued pursuant to Regulation S are represented by CUSIP No. U0084U AA7. |
| The terms of the Exchange Notes and the Original Notes are substantially identical in all material respects, except that the Exchange Notes will be freely transferable by the holders of the Exchange Notes except as otherwise provided in this prospectus. |
| The Exchange Notes will bear different CUSIP numbers from the Original Notes. |
| The Exchange Offer |
We are offering to exchange our Exchange Notes, which have been registered under the Securities Act, for a like principal amount of our outstanding unregistered Original Notes. See “The Exchange Offer.” |
| Resale of Exchange Notes |
Based upon the position of the staff of the SEC as described in previous no-action letters and subject to the immediately following sentence, we believe that Exchange Notes issued pursuant to the Exchange Offer in exchange for Original Notes may be offered for resale, resold and otherwise transferred by you without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that you will acknowledge in writing at the time of the consummation of the Exchange Offer that: |
| • | you are not a broker-dealer tendering Original Notes that you acquired directly from us for your own account; |
| • | you are acquiring the Exchange Notes in the ordinary course of your business; |
| • | you have not participated in, do not intend to participate in, and have no arrangement or understanding with any person to participate in, a distribution of the Exchange Notes; and |
| • | you are not our “affiliate” as defined under Rule 405 of the Securities Act. |
| However, any purchaser of Exchange Notes who is an affiliate of ours or who intends to participate in the Exchange Offer for the purpose of distributing the Exchange Notes (i) will not be able to rely on the interpretations of the SEC staff set forth in the above-mentioned no-action letters, (ii) will not be entitled to tender its Original Notes in the Exchange Offer and (iii) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any sale or transfer of the Exchange Notes unless such sale or transfer is made pursuant to an exemption from such requirements. |
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| Any broker-dealer who holds Original Notes acquired for its own account as a result of market-making activities or other trading activities and who receives Exchange Notes in exchange for such Original Notes pursuant to the Exchange Offer may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes. See “Plan of Distribution.” |
| Purpose of the Exchange Offer |
The purpose of the Exchange Offer is to satisfy our obligations under a registration rights agreement, dated as of June 25, 2026 (the “Registration Rights Agreement”). |
| Consequences If You Do Not Exchange Your Original Notes |
Original Notes that are not tendered in the Exchange Offer or are not accepted for exchange will continue to bear legends restricting their transfer. You will not be able to offer or sell such Original Notes unless: |
| • | you are able to rely on an exemption from the requirements of the Securities Act; or |
| • | the Original Notes are registered under the Securities Act. |
| To the extent that Original Notes are tendered and accepted in the Exchange Offer, the trading market for any remaining Original Notes may (and likely will) be adversely affected. See “Risk Factors—Risks Relating to Participation in the Exchange Offer—If you fail to exchange your Original Notes, they will continue to be restricted securities and may become less liquid.” |
| After the Exchange Offer is complete, you will not have any further rights under the Registration Rights Agreement, including any right to require us to register any outstanding Original Notes that you do not exchange (except under limited circumstances) or to pay you the additional interest we agreed to pay to holders of Original Notes if we failed to timely commence and complete the Exchange Offer. |
| Accrued and Unpaid Interest |
The Exchange Notes will bear interest from the date of original issuance of the Original Notes or from the most recent date on which interest on the Original Notes has been paid, whichever is later. If your Original Notes are accepted for exchange, you will receive interest on the Exchange Notes and not on the Original Notes. Any Original Notes not tendered will remain outstanding and continue to accrue interest according to their terms. |
| Expiration Date |
The Expiration Date of the Exchange Offer will be 5:00 p.m., New York City time, on September 30, 2026, unless extended or earlier terminated by us. The term “Expiration Date” means such date and time or, if we extend the Exchange Offer, the latest date and time to which we extend such Exchange Offer. |
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| Settlement Date |
The settlement of the Exchange Offer will occur promptly after the Expiration Date. |
| Conditions to the Exchange Offer |
The Exchange Offer is subject to the conditions described in “The Exchange Offer—Conditions to the Exchange Offer,” including, among other things, the condition that the registration statement of which this prospectus forms part has been declared effective by the SEC, that no proceeding has been instituted or threatened relating to the Exchange Offer which could be reasonably expected to impair the Company’s ability to proceed with the Exchange Offer, and that no stop order has been issued for the registration statement of which this prospectus forms a part. |
| Extension; Waivers and Amendments |
Subject to applicable law, we reserve the right to (1) extend the Exchange Offer; (2) waive any and all conditions to or amend the Exchange Offer in any respect (except as to the condition that the registration statement of which this prospectus forms part has been declared effective by the SEC or the condition that the registration statement is not subject to a stop order or any proceedings for that purpose, which conditions we cannot waive); or (3) terminate the Exchange Offer. Any extension, waiver, amendment or termination will be followed as promptly as practicable by a public announcement thereof, such announcement, in the case of an extension, to be issued no later than 9:00 a.m., New York City time, on the next business day after the last previously scheduled Expiration Date. See “The Exchange Offer—Expiration Date; Extension; Termination; Amendment.” |
| Terms of Exchange Notes |
The terms of the Exchange Notes are described in this prospectus under “Description of Exchange Notes.” |
| Procedures for Tendering the Original Notes |
You may tender your Original Notes by transferring them through The Depository Trust Company’s (“DTC”) Automated Tender Offer Program (“ATOP”) or following the other procedures described under “The Exchange Offer—Procedures for Tendering Original Notes.” |
| For further information, call the Exchange Agent at the telephone numbers set forth under “The Exchange Agent” or consult your broker, dealer, commercial bank, trust company or other nominee for assistance. |
| If you are a beneficial owner of Original Notes that are held by or registered in the name of a broker, dealer, commercial bank, trust company or other nominee or custodian and you wish to tender your Original Notes in order to participate in the Exchange Offer, you should contact your intermediary entity promptly and instruct it to tender the Original Notes on your behalf. You should keep in mind that your intermediary may require you to take action with respect to the applicable Exchange Offer a number of days before the Expiration Date in order for such entity to tender Original Notes on your behalf |
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| at or prior to the Expiration Date in accordance with the terms of such Exchange Offer. See “The Exchange Offer—Procedures for Tendering Original Notes.” |
| If you are a beneficial owner of Original Notes through Euroclear or Clearstream, Luxembourg (each as defined herein) and wish to tender your Original Notes, you must instruct Euroclear or Clearstream, Luxembourg, as the case may be, to block the account in respect of the tendered Original Notes in accordance with the procedures established by Euroclear or Clearstream, Luxembourg. You are encouraged to contact Euroclear or Clearstream, Luxembourg directly to ascertain their procedures for tendering Original Notes. |
| Withdrawal Rights; Non-Acceptance |
You may withdraw your tender of Original Notes at any time prior to the Expiration Date. In the event that tendered Original Notes are not withdrawn and not accepted by us for exchange, such Original Notes will be promptly returned to such holders or credited to such holders’ DTC account in the same manner as tendered to us, unless a holder has indicated other delivery instructions in the related letter of transmittal or computer-generated message. See “The Exchange Offer—Withdrawal of Tenders” and “The Exchange Offer—Terms of the Exchange Offer.” |
| Certain U.S. Federal Income Tax Considerations |
The exchange of notes pursuant to the Exchange Offer should not be a taxable event for U.S. federal income tax purposes. See “Certain U.S. Federal Income Tax Considerations.” |
| Accounting Treatment |
The Exchange Notes will be recorded at the same carrying value as the Original Notes as reflected in our accounting records on the date of the exchange. Accordingly, we will not recognize any gain or loss for accounting purposes upon the completion of the Exchange Offer. Payments made to other third parties will be expensed as incurred in accordance with generally accepted accounting principles. See “The Exchange Offer—Accounting Treatment.” |
| Use of Proceeds |
We will not receive any cash proceeds in connection with the Exchange Offer. Original Notes that are validly tendered and exchanged will be retired and canceled. We will pay all expenses incident to the Exchange Offer. |
| Exchange Agent |
Citibank, N.A. is the Exchange Agent for the Exchange Offer. See “The Exchange Agent” herein. |
| Further Information |
See “The Exchange Offer” for more information concerning the Exchange Offer. |
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The Exchange Notes
The following summary contains basic information about the Exchange Notes and is not intended to be complete. For a more complete understanding of the Exchange Notes, please refer to “Description of Exchange Notes.”
| Offeror |
Agilent Technologies, Inc., a Delaware corporation. |
| Exchange Notes |
The terms of the Original Notes and the Exchange Notes are identical, except the Exchange Notes offered in the Exchange Offer: |
| • | will have been registered under the Securities Act; |
| • | will not have transfer restrictions and registration rights that relate to the Original Notes; and |
| • | will not have rights relating to the payment of additional interest to holders of Original Notes if we fail to timely commence and complete the Exchange Offer. |
| Maturity Date |
The Exchange Notes will mature on January 15, 2032. |
| Interest |
Interest on the Exchange Notes will accrue at the rate of 4.900% per annum. |
| Interest Payment Dates |
Interest on the Exchange Notes will be payable semi-annually on January 15 and July 15 of each year, beginning on January 15, 2027. Interest will accrue from June 25, 2026, the date of the issuance of the Original Notes. |
| Ranking |
The Exchange Notes are senior unsecured and unsubordinated obligations of Agilent and rank equal in priority with all of the existing and future unsecured and unsubordinated indebtedness of Agilent and senior in right of payment to any of its future subordinated indebtedness. See “Description of Exchange Notes—Ranking.” |
| Optional Redemption |
Agilent may, at its option, redeem the Exchange Notes, at any time, in whole or in part, at the redemption prices described herein under the caption “Description of Exchange Notes—Optional Redemption.” |
| Change of Control Repurchase Event |
Upon the occurrence of a Change of Control Repurchase Event, as defined under “Description of Exchange Notes—Offer to Purchase Upon a Change of Control Repurchase Event,” with respect to the Exchange Notes, Agilent will be required to make an offer to repurchase the Exchange Notes at a price equal to 101% of their aggregate principal amount, plus accrued and unpaid interest to, but not including, the date of repurchase. |
| Certain Covenants |
We will issue the Exchange Notes under the indenture that governs the Original Notes. The indenture contains certain covenants that, among other things, limit Agilent’s ability and the ability of certain of |
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| Agilent’s subsidiaries to create liens on its assets. These covenants are subject to a number of important limitations and exceptions. See “Description of Exchange Notes—Certain Covenants.” |
| Further Issuances |
Agilent reserves the right, from time to time, without the consent of the holders of the Exchange Notes, to issue additional Exchange Notes on terms and conditions substantially identical to those of the Exchange Notes, so that such additional Exchange Notes will increase the aggregate principal amount of, and will be consolidated and form a single series with, the Exchange Notes. |
| Absence of Public Market |
There is currently no established trading market for the Exchange Notes. As a result, a liquid market for the Exchange Notes may not develop. |
| Trustee, Registrar and Paying Agent |
Citibank, N.A. |
| Form and Settlement |
The Exchange Notes will be issued in the form of one or more fully registered Global Notes which will be deposited with, or on behalf of, DTC as the depositary, and registered in the name of Cede & Co., DTC’s nominee. For purposes of this prospectus, “Global Note” refers to the Global Note or Global Notes representing an entire series of Exchange Notes. Beneficial interests in the Global Notes will be represented through book-entry accounts of financial institutions acting on behalf of beneficial owners as direct and indirect participants in DTC. Investors may elect to hold interests in the Global Notes through either DTC (in the United States), Clearstream Banking, société anonyme (“Clearstream, Luxembourg”), or Euroclear Bank S.A./N.V., as operator of the Euroclear System (“Euroclear”) (outside of the United States), if they are participants in these systems, or indirectly through organizations which are participants in these systems. Cross-market transfers between persons holding directly or indirectly through DTC participants, on the one hand, and directly or indirectly through Clearstream, Luxembourg or Euroclear participants, on the other hand, will be effected in accordance with DTC rules on behalf of the relevant international clearing system by its U.S. depositary. |
| Listing |
We do not intend to apply for a listing of the Exchange Notes on any securities exchange or an automated dealer quotation system. |
| Governing Law |
The Exchange Notes will be governed by the laws of the State of New York. |
| Risk Factors |
See “Risk Factors” described herein for important information regarding Agilent and participation in the Exchange Offer. |
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Before making an investment decision, you should carefully consider the following risk factors as well as the risk factors discussed in Agilent’s Annual Report and in other filings with the SEC that are incorporated by reference herein. See “Incorporation by Reference.”
Risks Relating to Participation in the Exchange Offer
The Exchange Offer may be canceled, delayed or extended.
The consummation of the Exchange Offer is subject to, and conditional upon, the satisfaction or waiver of the conditions discussed under “The Exchange Offer—Conditions to the Exchange Offer.” We may, at our option and in our sole discretion, waive any such conditions or extend the length of the Exchange Offer. Even if the Exchange Offer is completed, the Exchange Offer may not be completed on the schedule described in this prospectus. Accordingly, holders participating in the Exchange Offer may have to wait longer than expected to receive their Exchange Notes during which time those holders of the Original Notes will not be able to effect transfers of their Original Notes tendered for exchange.
If you fail to exchange your Original Notes, they will continue to be restricted securities and may become less liquid.
Original Notes that you do not tender or that we do not accept will, following the Exchange Offer, continue to be restricted securities, and you may not offer to sell them except pursuant to an exemption from, or in a transaction not subject to, the Securities Act and applicable state securities law. We will issue Exchange Notes in exchange for the Original Notes pursuant to the Exchange Offer only following the satisfaction of the procedures and conditions set forth in “The Exchange Offer—Conditions to the Exchange Offer” and “The Exchange Offer—Procedures for Tendering Original Notes.” These procedures and conditions include timely receipt by the Exchange Agent of such Original Notes (or a confirmation of book-entry transfer) and of a properly completed and duly executed letter of transmittal (or an agent’s message from DTC).
Because we anticipate that most holders of Original Notes will elect to exchange their Original Notes, we expect that the liquidity of the market for any Original Notes remaining after the completion of the Exchange Offer will be substantially limited. Any Original Notes tendered and exchanged in the Exchange Offer will reduce the aggregate principal amount of the applicable series of Original Notes outstanding. Following the Exchange Offer, if you do not tender your Original Notes, you generally will not have any further registration rights, and your Original Notes will continue to be subject to certain transfer restrictions. Accordingly, the liquidity of the market for the Original Notes could (and likely will) be adversely affected.
If an active trading market does not develop for the Exchange Notes, you may be unable to sell the Exchange Notes or to sell them at a price you deem sufficient.
The Exchange Notes are a new issue of securities for which there is currently no public trading market. We do not intend to list the Exchange Notes on any national securities exchange. Accordingly, there can be no assurance that an active trading market will develop upon completion of the Exchange Offer or, if it develops, that such market will be sustained, or as to the liquidity of any market. If an active trading market does not develop or is not sustained, the market price and the liquidity of the Exchange Notes may be adversely affected. In addition, the liquidity of the trading market for the Exchange Notes, if it develops, and the market price quoted for the Exchange Notes, may be adversely affected by changes in the overall market for those securities and by changes in our financial performance or prospects or in the prospects for companies in our industry generally.
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Risks Relating to Our Indebtedness and the Notes
The Exchange Notes will be subject to the prior claims of any secured creditors and be pari passu with unsecured creditors, and if a default occurs, we may not have sufficient funds to fulfill our obligations under the Exchange Notes.
The Exchange Notes will be unsecured obligations, ranking equally with our other senior unsecured indebtedness, which, as of July 31, 2026, included approximately $3.9 billion of total outstanding debt inclusive of the outstanding Original Notes, our outstanding senior unsecured notes following the Exchange Offer, amounts that may be outstanding under our unsecured revolving credit facility from time to time, amounts that may be outstanding under our commercial paper program from time to time and amounts that may be outstanding under our money market line credit agreement from time to time. Such senior unsecured indebtedness is effectively junior to any secured indebtedness we may incur. As of July 31, 2026, we had no outstanding borrowings under our commercial paper program, no outstanding borrowings under our revolving credit facility and no outstanding amounts under our money market line credit agreement. The Indenture governing the Exchange 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 Exchange Notes only after all debt secured by those assets has been repaid in full. Holders of the Exchange 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 Exchange Notes then outstanding would remain unpaid.
The Exchange Notes are structurally subordinated to the indebtedness and other liabilities of our subsidiaries.
The Exchange Notes are obligations of Agilent 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 Exchange 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 Exchange Notes). Consequently, the Exchange 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, 2026, our subsidiaries had approximately $1,212 million of outstanding liabilities, including trade payables, but excluding intercompany liabilities and deferred revenue.
In addition, the indenture governing the Exchange 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.
The negative covenants in the indenture governing the Exchange Notes may have a limited effect.
The indenture governing the Exchange 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. In light of these exceptions, holders of the Exchange Notes may be structurally or contractually subordinated to new creditors.
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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 Exchange Notes does not limit the amount of additional unsecured debt that we may incur. As of July 31, 2026, we had $3.9 billion in outstanding unsecured senior notes.
On June 7, 2023, we entered into a credit agreement with a group of financial institutions which provides for a $1.5 billion five-year unsecured revolving credit facility that will expire on June 7, 2028, and an incremental credit facility in an aggregate amount of up to $750 million. During the years ended October 31, 2025 and 2024, we made no borrowings or repayments under this credit facility. During the nine months ended July 31, 2026, we made no borrowings or repayments under these credit facilities. As of July 31, 2026, we had no borrowings outstanding under either the credit facility or the incremental revolving credit facility.
On June 2, 2023, we entered into an Uncommitted Money Market Line Credit agreement with Société Générale which provides for an aggregate borrowing capacity of $300 million. The credit facility is an uncommitted short-term cash advance facility where each request must be at least $1 million. The interest rate is set by the lender at the time of the borrowing and is fixed for the duration of the advance. During the year ended October 31, 2025, we made no borrowings or repayments under this credit facility. During the year ended October 31, 2024, we borrowed and repaid $215 million under this credit facility. During the nine months ended July 31, 2026, we made no borrowings or repayments under this credit facility.
Under our U.S. commercial paper program, we may issue and sell unsecured, short-term promissory notes in the aggregate principal amount not to exceed $1.5 billion with up to 397-day maturities. At any point in time, we intend to maintain available commitments under our revolving credit facility in an amount at least equal to the amount of the commercial paper notes outstanding. Amounts available under the program may be borrowed, repaid and re-borrowed from time to time. The proceeds from issuances under the program may be used for general corporate purposes. During the year ended October 31, 2025, we borrowed $1.39 billion and repaid $1.43 billion under our U.S. commercial paper program. During the year ended October 31, 2024, we borrowed $1.19 billion and repaid $1.15 billion under our U.S. commercial paper program. During the nine months ended July 31, 2026, we borrowed and repaid $1.06 billion under our U.S. commercial paper program. As of July 31, 2026, we had no borrowings outstanding under our U.S. commercial paper program.
Our outstanding unsecured senior notes and any indebtedness we have incurred or will incur under our revolving credit facility or our commercial paper program 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.
We may not be able to generate sufficient cash to service all of our indebtedness, including the Exchange Notes.
Our ability to make scheduled payments of principal and interest or to satisfy our obligations in respect of our indebtedness or to refinance our indebtedness will depend on our future operating performance. Prevailing economic conditions (including interest rates) and financial, business and other factors, many of which are beyond our control, may also affect our ability to meet these obligations. We may not be able to generate sufficient cash flows from operations, or obtain future borrowings in an amount sufficient to enable us to pay our indebtedness, or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness on or before maturity. We may not be able to refinance any of our indebtedness when needed on commercially reasonable terms or at all.
The provisions in the indenture that govern the Exchange 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
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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 Exchange Notes offered pursuant to this prospectus, following which the Exchange Notes are no longer rated “investment grade.” Except as described under “Description of Exchange Notes—Offer to Purchase 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 Exchange Notes in the event of a takeover, recapitalization or similar transaction.
We may not be able to repurchase all of the Exchange Notes upon a change of control repurchase event, which would result in a default under the Exchange Notes.
We will be required to offer to repurchase the Exchange Notes upon the occurrence of a change of control repurchase event as provided in the indenture. However, we may not have sufficient funds to repurchase the Exchange Notes in cash at such time. In addition, our ability to repurchase the Exchange Notes for cash may be limited by law or the terms of other agreements relating to our indebtedness outstanding at the time (including our existing and future credit facilities). The failure to make such repurchase would result in a default under the Exchange Notes.
An increase in market interest rates could result in a decrease in the market value of the Exchange Notes.
The condition of the financial markets and prevailing interest rates have fluctuated in the past and are likely to fluctuate in the future. In general, as market interest rates rise, debt securities bearing interest at fixed rates of interest decline in value. Consequently, if you purchase notes bearing interest at fixed rates of interest and market interest rates increase, the market values of those notes may decline. We cannot predict the future level of market interest rates.
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The Exchange Offer is intended to satisfy our obligations under the Registration Rights Agreement entered into in connection with the issuance of the Original Notes. We will not receive any cash proceeds from the issuance of the Exchange Notes in the Exchange Offer. The Original Notes surrendered and exchanged for the Exchange Notes will be retired and canceled.
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The Exchange Notes offered hereby will be issued, and the Original Notes were issued, under the indenture, dated March 12, 2021 (the “base indenture”), between Agilent and Citibank, N.A., as trustee (the “trustee”), as amended and supplemented by the fourth supplemental indenture, dated June 25, 2026 (the “fourth supplemental indenture”), between Agilent and the trustee, and as further amended, supplemented or modified from time to time. The base indenture and the fourth supplemental indenture, as they may be further amended, supplemented or modified from time to time, are referred to herein collectively as the “Indenture.” The terms of the Indenture are those provided in the Indenture and those made a part of the Indenture by the Trust Indenture Act of 1939, as amended (the “TIA”).
The following description is a summary of the material provisions of the Exchange Notes and the Indenture. It does not purport to be complete, and it is qualified in its entirety by reference to the Exchange Notes, the Indenture and the TIA. Agilent urges you to read the Exchange Notes and the Indenture because they, and not this description, define your rights as holders of the Exchange Notes. A copy of the base indenture was filed with the SEC on March 12, 2021, and a copy of the fourth supplemental indenture was filed with the SEC on June 25, 2026 and are included as exhibits to the registration statement of which this prospectus forms a part, and you should refer to the Indenture for provisions that may be important to you.
Original Notes and Exchange Notes will represent the same debt
The Exchange Notes will be issued solely in exchange for an equal principal amount of Original Notes pursuant to the Exchange Offer. The Exchange Notes will evidence the same debt as the Original Notes and the Exchange Notes will be entitled to the benefits of the Indenture and treated as a single class of debt securities with the Original Notes. The terms of the Exchange Notes will be the same in all material respects as the Original Notes except that (i) the Exchange Notes will be registered under the Securities Act, and therefore, will not bear legends restricting the transfer thereof and (ii) the Exchange Notes will not be subject to the registration rights under the Registration Rights Agreement.
If the Exchange Offer is completed, holders of the Original Notes who do not exchange their Original Notes for Exchange Notes will vote together with holders of Exchange Notes for all relevant purposes under the Indenture. Accordingly, all references herein to specified percentages in aggregate principal amount of the outstanding notes shall be deemed to mean, at any time after the Exchange Offer is completed, such percentages in aggregate principal amount of the Original Notes and the Exchange Notes then outstanding.
General
The Exchange Notes will have the following basic terms:
| • | the Exchange Notes, together with any Original Notes remaining outstanding after the Exchange Offer, will be senior unsecured obligations of Agilent and will rank equally with all other existing and future unsecured and unsubordinated debt obligations of Agilent, including Agilent’s 3.050% Senior Notes due 2026, which are expected to be repaid at maturity in September 2026, 4.200% Senior Notes due 2027, 2.750% Senior Notes due 2029, 2.100% Senior Notes due 2030, 2.300% Senior Notes due 2031, 4.750% Senior Notes due 2034 and borrowings under Agilent’s revolving credit facility, commercial paper program and money market line credit agreement; |
| • | the Exchange Notes are obligations exclusively of Agilent and are not guaranteed by any of its subsidiaries; |
| • | the Exchange Notes initially will be limited to $600,000,000 aggregate principal amount (subject to the rights of Agilent to issue additional notes as described under “—Further Issuances” below); |
| • | the Exchange Notes will accrue interest at a rate of 4.900% per annum; |
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| • | interest will accrue on the Exchange Notes from the most recent interest payment date for which interest has been paid or duly provided for (or if no interest has been paid or duly provided for, from the date of initial issuance of the Original Notes, June 25, 2026), payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2027; |
| • | the Exchange Notes will mature on January 15, 2032, unless redeemed or repurchased prior to that date; |
| • | Agilent may redeem the Exchange Notes, in whole or in part, at any time at its option as described under “—Optional Redemption” below; |
| • | Agilent may be required to repurchase the Exchange Notes in whole or in part at the option of the holders in connection with the occurrence of a “change of control repurchase event” as described under “—Purchase of Notes upon a Change of Control Repurchase Event” below; |
| • | the Exchange Notes will be issued in registered form in denominations of $2,000 and integral multiples of $1,000 in excess thereof; |
| • | the Exchange Notes will be represented by one or more global notes registered in the name of a nominee of DTC (as defined below), but in certain circumstances may be represented by notes in definitive form (see “—Book-Entry and Settlement” below); and |
| • | the Exchange Notes will be exchangeable and transferable at the office or agency of Agilent maintained for such purposes (which initially will be the corporate trust office of the trustee). |
Agilent does not intend to list the Exchange Notes on any securities exchange or include the Exchange Notes in any automated quotation system.
The Exchange Notes will not be subject to any sinking fund.
Agilent may, subject to compliance with applicable law, at any time purchase Exchange Notes in the open market or otherwise.
Interest
Interest on the Exchange Notes will accrue at the rate of 4.900% per annum. Interest on each Exchange Note will be paid semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2027, to the person in whose name that note is registered at the close of business on December 31 or June 30 immediately preceding the relevant interest payment date. Interest on the Exchange Notes will be computed on the basis of a 360-day year comprised of twelve 30-day months.
If any interest or other payment date of a note falls on a day that is not a business day, the required payment of principal, premium, if any, or interest will be due on the next succeeding business day as if made on the date that the payment was due, and no interest will accrue on that payment for the period from and after that interest or other payment date, as the case may be, to the date of that payment on the next succeeding business day. The term “business day” means, with respect to any note, any day other than a Saturday, a Sunday or a day on which banking institutions or trust companies in New York City or the place of payment are authorized or required by law, regulation or executive order to close.
The trustee shall have no obligation to calculate or verify the calculation of the interest rate.
Payment and Transfer or Exchange
Principal of and premium, if any, and interest on the Exchange Notes will be payable, and the Exchange Notes may be exchanged or transferred, at the office or agency maintained by Agilent for such purpose (which
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initially will be the corporate trust office of the trustee). Payment of principal of and premium, if any, and interest on a global note registered in the name of or held by The Depository Trust Company (“DTC”) or its nominee will be made in immediately available funds to DTC or its nominee, as the case may be, as the registered holder of such global note. If any of the Exchange Notes are no longer represented by a global note, payment of interest on certificated notes in definitive form may, at the option of Agilent, be made by (i) check mailed directly to holders at their registered addresses or (ii) upon request of any holder of at least $1,000,000 principal amount of the Exchange Notes, wire transfer to an account located in the United States maintained by the payee. See “—Book-Entry and Settlement” below.
A holder may transfer or exchange any certificated notes in definitive form at the office or agency of Agilent maintained for such purposes (which initially will be at the same location set forth in the preceding paragraph). No service charge will be made for any registration of transfer or exchange of Exchange Notes, but Agilent may require payment of a sum sufficient to cover any transfer tax or other governmental charge payable in connection therewith. Agilent is not required to transfer or exchange any note selected for redemption during a period of 10 days before mailing of a notice of redemption of notes to be redeemed.
The registered holder of an Exchange Note will be treated as the owner of that note for all purposes.
Subject to applicable abandoned property law, all amounts of principal of and premium, if any, and interest on the Exchange Notes paid by Agilent that remain unclaimed two years after such payment was due and payable will be repaid to Agilent, and the holders of such Exchange Notes will thereafter look solely to Agilent for payment.
Ranking
The Exchange Notes will be senior unsecured obligations of Agilent and will rank equally in right of payment with all existing and future unsecured and unsubordinated obligations of Agilent, including any indebtedness Agilent may incur from time to time under Agilent’s revolving credit facility, commercial paper program and money market line credit agreement.
The Exchange Notes will effectively rank junior in right of payment to all existing and future secured indebtedness of Agilent to the extent of the assets securing such indebtedness and will rank structurally junior to all existing and future liabilities of its subsidiaries, including indebtedness and trade payables.
Agilent derives a substantial portion of its operating income and cash flow from its subsidiaries. Therefore, Agilent’s ability to make payments when due to the holders of the Exchange Notes is, in part, dependent upon the receipt of sufficient funds from its subsidiaries. Claims of creditors of Agilent’s subsidiaries generally will have priority with respect to the assets and earnings of such subsidiaries over the claims of Agilent’s creditors, including holders of the Exchange Notes. Accordingly, the Exchange Notes will be structurally subordinated to creditors, including trade creditors and preferred stockholders, if any, of Agilent’s subsidiaries.
Optional Redemption
Prior to the Par Call Date (as defined below), Agilent may redeem the Exchange Notes at its option, in whole or in part, at any time and from time to time, at a redemption price (expressed as a percentage of principal amount and rounded to three decimal places) equal to the greater of:
| 1. | (a) the sum of the present values of the remaining scheduled payments of principal and interest thereon discounted to the redemption date (assuming the Exchange Notes matured on the Par Call Date) on a semi-annual basis (assuming a 360-day year consisting of twelve 30-day months) at the Treasury Rate plus 10 basis points, less (b) interest accrued to the date of redemption, and |
| 2. | 100% of the principal amount of the Exchange Notes to be redeemed, |
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plus, in either case, accrued and unpaid interest thereon to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).
On or after the Par Call Date, Agilent may redeem the Exchange Notes, in whole or in part, at any time and from time to time, at a redemption price equal to 100% of the principal amount of the Exchange Notes being redeemed plus accrued and unpaid interest thereon to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).
Exchange Notes called for redemption become due and payable on the date fixed for redemption (the “redemption date”) and at the applicable redemption price, plus accrued and unpaid interest to the redemption date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date); provided that, at Agilent’s option and discretion, a redemption may be subject to one or more conditions precedent including, but not limited to, completion of a corporate transaction that is pending (such as an equity or equity-linked offering, an incurrence of indebtedness or an acquisition or other strategic transaction involving a change of control in Agilent or another entity). If such redemption is so subject to satisfaction of one or more conditions precedent, the applicable notice of redemption shall describe each such condition, and such notice may be rescinded in the event that any or all such conditions shall not have been satisfied or otherwise waived on or prior to the business day immediately preceding the relevant redemption date. Agilent shall notify holders of any such rescission as soon as practicable after Agilent determines that such conditions precedent will not be able to be satisfied or Agilent is not able or willing to waive such conditions precedent. Once notice of redemption is mailed or sent, subject to the satisfaction of any conditions precedent provided in the notice of redemption, the Exchange Notes called for redemption will become due and payable on the redemption date and at the applicable redemption price as set forth above under “—Optional Redemption.” Notices of redemption will be mailed to each holder of Exchange Notes to be redeemed at its registered address by first-class mail (or delivered in accordance with the procedures of the depositary in respect of global notes), with a copy to the trustee, at least 10 but not more than 60 days before the redemption date. On and after the redemption date, interest will cease to accrue on any Exchange Notes that are redeemed unless Agilent defaults in payment of the redemption price.
The notice of redemption for the Exchange Notes will state the amount to be redeemed. A partial redemption of the Exchange Notes may be effected pro rata, by lot or by such method as the trustee may deem fair and appropriate (including, in the case of Exchange Notes represented by global notes, in accordance with DTC’s applicable procedures) and may provide for the selection for redemption of portions (equal to the minimum authorized denomination for the Exchange Notes or any integral multiple thereof) of the principal amount of Exchange Notes of a denomination larger than the minimum authorized denomination for such Exchange Notes. On or before the redemption date, Agilent will deposit with a paying agent (or the trustee) money sufficient to pay the redemption price, plus accrued and unpaid interest to the redemption date.
For purposes of determining the optional redemption price, the following definitions are applicable:
“Par Call Date” means December 15, 2031 (one month prior to the maturity date of the Exchange Notes).
“Treasury Rate” means, with respect to any redemption date, the yield determined by Agilent in accordance with the following two paragraphs.
The Treasury Rate shall be determined by Agilent after 4:15 p.m., New York City time (or after such time as yields on U.S. government securities are posted daily by the Board of Governors of the Federal Reserve System), on the third business day preceding the applicable redemption date based upon the yield or yields for the most recent day that appear after such time on such day in the most recent statistical release published by the Board of Governors of the Federal Reserve System designated as “Selected Interest Rates (Daily)—H.15” (or any successor designation or publication) (“H.15”) under the caption “U.S. government securities–Treasury constant maturities–Nominal” (or any successor caption or heading) (“H.15 TCM”). In determining the Treasury
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Rate, Agilent shall select, as applicable: (1) the yield for the Treasury constant maturity on H.15 exactly equal to the period from the applicable redemption date to the Par Call Date (the “Remaining Life”); or (2) if there is no such Treasury constant maturity on H.15 exactly equal to the Remaining Life, the two yields – one yield corresponding to the Treasury constant maturity on H.15 immediately shorter than and one yield corresponding to the Treasury constant maturity on H.15 immediately longer than the Remaining Life – and shall interpolate to the Par Call Date on a straight-line basis (using the actual number of days) using such yields and rounding the result to three decimal places; or (3) if there is no such Treasury constant maturity on H.15 shorter than or longer than the Remaining Life, the yield for the single Treasury constant maturity on H.15 closest to the Remaining Life. For purposes of this paragraph, the applicable Treasury constant maturity or maturities on H.15 shall be deemed to have a maturity date equal to the relevant number of months or years, as applicable, of such Treasury constant maturity from the applicable redemption date.
If on the third business day preceding the applicable redemption date H.15 TCM is no longer published, Agilent shall calculate the Treasury Rate based on the rate per annum equal to the semi-annual equivalent yield to maturity at 11:00 a.m., New York City time, on the second business day preceding such redemption date of the United States Treasury security maturing on, or with a maturity that is closest to, the Par Call Date, as applicable. If there is no United States Treasury security maturing on the Par Call Date but there are two or more United States Treasury securities with a maturity date equally distant from the Par Call Date, one with a maturity date preceding the Par Call Date and one with a maturity date following the Par Call Date, Agilent shall select the United States Treasury security with a maturity date preceding the Par Call Date. If there are two or more United States Treasury securities maturing on the Par Call Date or two or more United States Treasury securities meeting the criteria of the preceding sentence, Agilent shall select from among these two or more United States Treasury securities the United States Treasury security that is trading closest to par based upon the average of the bid and asked prices for such United States Treasury securities at 11:00 a.m., New York City time. In determining the Treasury Rate in accordance with the terms of this paragraph, the semi-annual yield to maturity of the applicable United States Treasury security shall be based upon the average of the bid and asked prices (expressed as a percentage of principal amount) at 11:00 a.m., New York City time, of such United States Treasury security, and rounded to three decimal places.
Agilent’s actions and determinations in determining the redemption price shall be conclusive and binding for all purposes, absent manifest error. The trustee shall have no obligation to calculate or verify the calculation of the redemption price.
Offer to Purchase Upon a Change of Control Repurchase Event
If a change of control repurchase event occurs as to the Exchange Notes, unless Agilent has exercised its right to redeem such Exchange Notes as described above, Agilent will be required to make an offer to each holder of such Exchange Notes to repurchase all or any part equal to $2,000 or an integral multiple of $1,000 in excess thereof of that holder’s Exchange Notes at a repurchase price in cash equal to 101% of the aggregate principal amount of the Exchange Notes repurchased plus any accrued and unpaid interest on the Exchange Notes repurchased to, but not including, the date of repurchase. Within 30 days following any change of control repurchase event or, at the option of Agilent, prior to any change of control, but after the public announcement of the change of control or event that may constitute the change of control, Agilent will send a notice to each holder of such Exchange Notes, with a copy to the trustee, describing the transaction or transactions that constitute or may constitute the change of control repurchase event and offering to repurchase the Exchange Notes on the repurchase date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is sent. The notice shall, if sent prior to the date of consummation of the change of control, state that the offer to purchase is conditioned on a change of control repurchase event occurring on or prior to the payment date specified in the notice. Agilent will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other securities laws and regulations to the extent those laws and regulations are applicable in connection with the repurchase of the Exchange Notes as a result of a change of control repurchase event. To the extent that the provisions of any
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securities laws or regulations conflict with the change of control repurchase event provisions of the Exchange Notes or Indenture, Agilent will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the change of control repurchase event provisions of the Exchange Notes or Indenture by virtue of compliance with such securities laws or regulations.
On the repurchase date following a change of control repurchase event, Agilent will, to the extent lawful:
| 1. | accept for payment all the Exchange Notes or portions of the Exchange Notes properly tendered pursuant to its offer; |
| 2. | deposit with the paying agent an amount equal to the aggregate purchase price in respect of all the Exchange Notes or portions of the Exchange Notes properly tendered; and |
| 3. | deliver or cause to be delivered to the trustee the Exchange Notes properly accepted, together with an officer’s certificate stating the aggregate principal amount of Exchange Notes being purchased by Agilent. |
The paying agent will promptly send to each holder of Exchange Notes properly tendered the purchase price for the Exchange Notes, and upon written instruction from Agilent, the trustee will promptly authenticate and mail (or cause to be transferred by book-entry) to each holder a new Exchange Note equal in principal amount to any unpurchased portion of any Exchange Notes surrendered.
Agilent will not be required to make an offer to repurchase the Exchange Notes upon a change of control repurchase event if a third party makes such an offer in the manner, at the times and otherwise in compliance with the requirements for an offer made by Agilent and such third party purchases all Exchange Notes properly tendered and not withdrawn under its offer.
The change of control repurchase event feature of the Exchange Notes may in certain circumstances make it more difficult or discourage a sale or takeover of Agilent and, thus, the removal of incumbent management. The change of control repurchase event feature is a result of negotiations between Agilent and the Initial Purchasers. Agilent has no present intention to engage in a transaction involving a change of control, although it is possible that Agilent could decide to do so in the future. Subject to the limitations discussed below, Agilent could, in the future, enter into certain transactions, including acquisitions, refinancings or other recapitalizations, that would not constitute a change of control under the Indenture, but that could increase the amount of indebtedness outstanding at such time or otherwise affect the capital structure of Agilent or the credit ratings of the Exchange Notes. Restrictions on the ability of Agilent to incur liens, enter into sale and leaseback transactions and consolidate, merge or sell assets are contained in the covenants as described under the sections of this prospectus entitled “—Certain Covenants—Limitation on Liens,” “—Certain Covenants—Limitation on Sale and Leaseback Transactions” and “—Certain Covenants—Limitation on Consolidation, Merger and Sale of Assets.” Except for the limitations contained in such covenants and the covenant relating to repurchases upon the occurrence of a change of control repurchase event, the Indenture does not contain any covenants or provisions that may afford holders of the Exchange Notes protection in the event of a decline in the credit quality of Agilent or a highly leveraged or similar transaction involving Agilent.
The phrase “all or substantially all,” as used with respect to the assets of Agilent and its subsidiaries in the definition of “change of control,” is subject to interpretation under applicable state law, and its applicability in a given instance would depend upon the facts and circumstances. Although there is a limited body of case law interpreting the phrase “substantially all,” there is no precise established definition of the phrase under applicable law. As a result, there may be a degree of uncertainty in ascertaining whether a sale or transfer of “all or substantially all” of the assets of Agilent and its subsidiaries has occurred in a particular instance, in which case a holder’s ability to obtain the benefit of these provisions could be uncertain.
Agilent may not have sufficient funds to repurchase all the Exchange Notes upon a change of control repurchase event. In addition, even if it has sufficient funds, Agilent may be prohibited from repurchasing the Exchange Notes under the terms of the debt instruments governing its indebtedness outstanding at such time.
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Furthermore, a change of control would constitute an event of default under the revolving credit facility. See “Risk Factors—Risks Relating to Our Indebtedness and the Notes—We may not be able to repurchase all of the notes upon a change of control repurchase event.”
For purposes of the foregoing discussion of a repurchase at the option of holders, the following definitions are applicable:
“change of control” means the occurrence of any of the following: (1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the assets of Agilent and its subsidiaries taken as a whole to any “person” (as that term is used in Section 13(d) and Section 14(d) of the Exchange Act) other than Agilent or one of its subsidiaries; (2) the adoption of a plan relating to Agilent’s liquidation or dissolution; or (3) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” (as that term is used in Section 13(d)(3) of the Exchange Act) or “group” (within the meaning of Section 13(d) of the Exchange Act) of “persons,” other than Agilent or its subsidiaries, becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 of the Exchange Act), directly or indirectly, of more than 50% of the combined voting power of Agilent’s voting stock or other voting stock into which Agilent’s voting stock is reclassified, consolidated, exchanged or changed, measured by voting power rather than number of shares; provided, however, that (x) a person shall not be deemed beneficial owner of, or to own beneficially, (A) any securities tendered pursuant to a tender or exchange offer made by or on behalf of such person or any of such person’s affiliates until such tendered securities are accepted for purchase or exchange thereunder, or (B) any securities if such beneficial ownership (i) arises solely as a result of a revocable proxy delivered in response to a proxy or consent solicitation made pursuant to the applicable rules and regulations under the Exchange Act, and (ii) is not also then reportable on Schedule 13D (or any successor schedule) under the Exchange Act and (y) a transaction will not be deemed to involve a change of control under this clause (3) if (A) Agilent becomes a direct or indirect wholly owned subsidiary of a holding company and (B)(i) the direct or indirect holders of the voting stock of such holding company immediately following that transaction are substantially the same as the holders of Agilent’s voting stock immediately prior to that transaction and each holder holds substantially the same percentage of voting stock of such holding company as such holder held of Agilent’s shares immediately prior to that transaction or (ii) Agilent’s voting stock outstanding immediately prior to such transaction is converted into or exchanged for, a majority of the voting stock of such holding company immediately after giving effect to such transaction.
“change of control repurchase event” means the occurrence of both a change of control and a ratings event.
“Fitch” means Fitch Ratings Inc. and its successors.
“investment grade” means a rating of BBB- or better by Fitch (or its equivalent under any successor rating categories of Fitch); a rating of Baa3 or better by Moody’s (or its equivalent under any successor rating categories of Moody’s); and a rating of BBB- or better by S&P (or its equivalent under any successor rating categories of S&P); or the equivalent investment grade credit rating from any additional rating agency or rating agencies selected by Agilent.
“Moody’s” means Moody’s Investors Service, Inc. and its successors.
“rating agency” means each of Fitch, Moody’s and S&P, so long as such entity makes a rating of the Exchange Notes publicly available; provided, however, if any of Fitch, Moody’s or S&P ceases to rate such Exchange Notes or fails to make a rating of such Exchange Notes publicly available for reasons outside of the control of Agilent, Agilent shall be allowed to designate a “nationally recognized statistical rating organization” within the meaning of Section 3(a)(62) of the Exchange Act as a replacement agency for the agency that ceased to make such a rating publicly available. For the avoidance of doubt, failure by Agilent to pay rating agency fees to make a rating of the Exchange Notes shall not be a “reason outside of the control of Agilent” for the purposes of the preceding sentence.
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“ratings event” means a decrease in the ratings of Exchange Notes by one or more of the rating agencies such that such Exchange Notes are rated below investment grade by all of the rating agencies on any date from the date of the public notice of an arrangement that could result in a change of control until the end of the 60-day period following public notice of the occurrence of a change of control (which period shall be extended so long as the rating of the Exchange Notes is under publicly announced consideration for possible downgrade by any of the rating agencies on the 60th day of such period, such extension to last with respect to each such rating agency until the date on which such rating agency considering such possible downgrade either (x) rates the Exchange Notes below investment grade or (y) publicly announces that it is no longer considering the Exchange Notes for possible downgrade; provided that no such extension will occur if on such 60th day the Exchange Notes are rated investment grade by at least one of such rating agencies in question and are not subject to review for possible downgrade by such rating agency).
Notwithstanding the foregoing, a ratings event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular change of control (and thus shall not be deemed a ratings event for purposes of the definition of change of control repurchase event hereunder) if the rating agencies making the reduction in rating to which this definition would otherwise apply do not announce or publicly confirm or inform the trustee in writing at its request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable change of control (whether or not the applicable change of control shall have occurred at the time of the ratings event).
“S&P” means S&P Global Ratings, a division of S&P Global Inc., and its successors.
“voting stock” of any specified person as of any date means the capital stock of such person that is at the time entitled to vote generally in the election of the board of directors of such person.
Certain Covenants
The Indenture governing the terms of the Exchange Notes contains the following principal covenants:
Limitation on Liens
Agilent will not, and will not permit any subsidiary to, create, incur, assume or permit to exist any lien on (i) any Principal Property or (ii) the capital stock of any subsidiary of Agilent, to secure any indebtedness of Agilent, any subsidiary of Agilent or any other person without securing the Exchange Notes equally and ratably with such indebtedness for so long as such indebtedness shall be so secured, subject to certain exceptions. Exceptions include:
| • | liens existing on the date of the fourth supplemental indenture; |
| • | liens on assets or property of a person at the time it becomes a subsidiary of Agilent, securing only indebtedness of such person, provided such indebtedness was not incurred in connection with such person or entity becoming a subsidiary of Agilent and such liens do not extend to any assets other than those of the person becoming a subsidiary of Agilent; |
| • | liens existing on assets created at the time of, or within 18 months after, the acquisition, purchase, lease, improvement or development of such assets to secure all or a portion of the purchase price or lease for, or the costs of improvement or development of, such assets; |
| • | liens to secure any extension, renewal, refinancing or refunding (or successive extensions, renewals, refinancings or refundings), in whole or in part, of any indebtedness secured by liens referred to above or liens created in connection with any amendment, consent or waiver relating to such indebtedness, so long as such lien is limited to all or part of substantially the same property which secured the lien extended, renewed or replaced, the amount of indebtedness secured is not increased (other than by the amount equal to any costs and expenses (including any premiums, fees or penalties) incurred in |
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| connection with any extension, renewal, refinancing or refunding) and the indebtedness so secured does not exceed the fair market value (as determined by Agilent’s board of directors) of the assets subject to such liens at the time of such extension, renewal, refinancing or refunding, or such amendment, consent or waiver, as the case may be; |
| • | liens on property incurred in sale and leaseback transactions permitted under “—Limitation on Sale and Leaseback Transactions” below; |
| • | liens in favor of only Agilent or one or more subsidiaries of Agilent granted by Agilent or a subsidiary of Agilent to secure any obligations owed to Agilent or a subsidiary of Agilent; |
| • | liens on property or assets of a person existing at the time such person is merged into or consolidated with Agilent or any of its subsidiaries, or at the time of a sale, lease or other disposition of all or substantially all of the properties or assets of a person to Agilent or any of its subsidiaries, provided that such lien was not incurred in anticipation of the merger, consolidation, or sale, lease, other disposition or other such transaction by which such person was merged into or consolidated with Agilent or any subsidiary of Agilent; |
| • | liens on securities deemed to exist under repurchase agreements and reverse repurchase agreements entered into by Agilent or any Significant Subsidiary (as defined below) of Agilent in the ordinary course of business; |
| • | liens in favor of the trustee granted in accordance with the Indenture; |
| • | liens in existence on the date of the Indenture; and |
| • | liens otherwise prohibited by this covenant, securing indebtedness which, together with the value of attributable debt incurred in sale and leaseback transactions permitted under “—Limitation on Sale and Leaseback Transactions” below, do not exceed 15% of Consolidated Net Tangible Assets measured at the date of incurrence of the lien. |
“Principal Property” means Agilent’s principal offices in Santa Clara, California, each manufacturing facility, each research and development facility and each service and support facility (in each case including associated office facilities) that is real property located within the territorial limits of the United States of America owned by Agilent or any wholly owned subsidiaries of Agilent, except such as Agilent’s board of directors by resolution determines in good faith (taking into account, among other things, the importance of such property to the business, financial condition and earnings of Agilent and its subsidiaries taken as a whole) not to be of material importance to the business of Agilent and its subsidiaries, taken as a whole.
Limitation on Sale and Leaseback Transactions
Agilent will not, and will not permit any subsidiary of Agilent to, enter into any arrangement with any person pursuant to which Agilent or any subsidiary of Agilent leases any property that has been or is to be sold or transferred by Agilent or the subsidiary to such person (a “sale and leaseback transaction”), except that a sale and leaseback transaction is permitted if Agilent or such subsidiary would be entitled to incur indebtedness secured by a lien on the property to be leased (without equally and ratably securing the outstanding Exchange Notes) in an amount equal to the present value of the lease payments with respect to the term of the lease remaining on the date as of which the amount is being determined, discounted at the rate of interest set forth or implicit in the terms of the lease, compounded semi-annually (such amount is referred to as the “attributable debt”).
In addition, permitted sale and leaseback transactions not subject to the limitation above and the provisions described in “—Limitation on Liens” above include:
| • | temporary leases for a term, including renewals at the option of the lessee, of not more than three years; |
| • | leases between only Agilent and a subsidiary of Agilent or only between subsidiaries of Agilent; |
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| • | leases where the proceeds from the sale of the property are at least equal to the fair market value (as determined in good faith by Agilent) of the property and Agilent applies an amount equal to the net proceeds of the sale to the retirement of long-term indebtedness or to the purchase of other property or equipment used or useful in its business, within 270 days of the effective date of such sale; provided that, in lieu of applying such amount to the retirement of long-term indebtedness, Agilent may deliver Exchange Notes to the trustee for cancellation, such Exchange Notes to be credited at the cost thereof to it; and |
| • | leases of property executed by the time of, or within 270 days after the latest of, the acquisition, the completion of construction or improvement, or the commencement of commercial operation of the property. |
Limitation on Consolidation, Merger and Sale of Assets
Agilent may not consolidate or merge with or into another entity, or sell, lease, convey, transfer or otherwise dispose of its assets substantially as an entirety to another entity unless:
| • | (1) Agilent is the continuing corporation or (2) the successor entity, if other than Agilent, is a U.S. corporation, partnership, limited liability company or trust and expressly assumes by supplemental indenture all of Agilent’s obligations under the Exchange Notes and the Indenture; |
| • | immediately after giving effect to the transaction, no event of default (as defined below), and no default or other event that, after notice or lapse of time or both, would become a default or event of default, has occurred and is continuing; and |
| • | if, as a result of any consolidation, merger, sale or lease, conveyance or transfer described in this covenant, properties or assets of Agilent would become subject to any lien which would not be permitted by the restrictions described under “—Limitation on Liens” without equally and ratably securing the Exchange Notes, Agilent or such successor person, as the case may be, will take the steps as are necessary to secure effectively the Exchange Notes equally and ratably with, or prior to, all indebtedness secured by those liens as described under “—Limitation on Liens.” |
In connection with any transaction that is covered by this covenant, Agilent must deliver to the trustee an officer’s certificate and an opinion of counsel each stating that the transaction complies with the terms of the Indenture and that all conditions precedent provided for in the Indenture relating to such transaction have been satisfied.
In the case of any such consolidation, merger, sale, transfer or other conveyance, but not a lease, in a transaction in which there is a successor entity, the successor entity will succeed to, and be substituted for, and may exercise every right and power of Agilent under the Indenture and, subject to the terms of the Indenture, Agilent will be discharged from all obligations and covenants under the Indenture and the Exchange Notes.
Further Issuances
Agilent may from time to time, without notice to or the consent of the holders of the Exchange Notes, create and issue additional Exchange Notes having the same terms as, and ranking equally and ratably with, the Exchange Notes in all respects (except for the issue date, the issue price and, if applicable, the first interest payment date, the date upon which interest begins to accrue and the amount of interest payable on the first interest payment date applicable thereto). Such additional Exchange Notes may be consolidated and form a single series with, and will have the same terms as to ranking, redemption, waivers, amendments or otherwise as, the Exchange Notes and will vote together as one class on all matters with respect to the Exchange Notes. Additional Exchange Notes may only bear the same CUSIP and/or ISIN number as the Exchange Notes offered hereby if they would be fungible for U.S. federal income tax purposes with the Exchange Notes offered hereby.
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Events of Default
Each of the following is an “event of default” under the Indenture with respect to the Exchange Notes:
| (1) | a failure to pay principal of or premium, if any, on the Exchange Notes when due at its stated maturity date, upon optional redemption or otherwise; |
| (2) | a default in the payment of any interest on the Exchange Notes when due and payable, continued for 30 days; |
| (3) | a default in the performance, or breach, of any other covenant, warranty or agreement in the Indenture (other than a default or breach pursuant to clause (4) immediately below), and continuance of such default or breach for 90 days after a Notice of Default (as defined below) is given to Agilent; |
| (4) | a default in the performance, or breach, of Agilent’s obligations under the “—Certain Covenants—Limitation on Consolidation, Merger and Sale of Assets” covenant described above; |
| (5) | certain events of bankruptcy, insolvency or reorganization involving Agilent; and |
| (6) | a failure by Agilent to repurchase Exchange Notes tendered for repurchase following the occurrence of a change of control repurchase event in conformity with the covenant set forth under “—Offer to Purchase Upon a Change of Control Repurchase Event.” |
A default under clause (3) above is not an event of default until the trustee or the holders of not less than 25% in aggregate principal amount of the notes then outstanding notify Agilent of the default and Agilent does not cure such default within the time specified after receipt of such notice. Such notice must specify the default, demand that it be remedied and state that such notice is a “Notice of Default.”
Agilent shall deliver to the trustee, within 30 days after the occurrence thereof, written notice in the form of an officer’s certificate of any event that with the giving of notice or the lapse of time or both would become an event of default, its status and what action Agilent is taking or proposes to take with respect thereto. Upon becoming aware of any default or event of default, Agilent is required to deliver to the trustee a statement specifying such default or event of default.
If an event of default (other than an event of default resulting from certain events involving bankruptcy, insolvency or reorganization) with respect to the notes shall have occurred and be continuing, the trustee or the holders of not less than 25% in aggregate principal amount of the outstanding notes may declare, by notice to Agilent in writing (and to the trustee, if given by the holders of the Exchange Notes) specifying the event of default, to be immediately due and payable the principal amount of all the outstanding notes, plus accrued but unpaid interest to the date of acceleration. In case an event of default resulting from certain events of bankruptcy, insolvency or reorganization with respect to Agilent shall occur, such amount with respect to all the outstanding notes shall be due and payable immediately to the fullest extent permitted by applicable law without any declaration or other act on the part of the trustee or the holders of the outstanding notes. Unless as otherwise provided in the Indenture, after any such acceleration, but before a judgment or decree based on acceleration is obtained by the trustee, the holders of a majority in aggregate principal amount of outstanding notes may, under certain circumstances, rescind and annul such acceleration and waive such event of default with respect to the outstanding notes if (i) Agilent has paid or deposited with the trustee a sum sufficient to pay all overdue principal, premium, interest and all amounts due to the trustee and (ii) all events of default, other than the nonpayment of accelerated principal, premium or interest with respect to the outstanding notes, have been cured or waived as provided in the Indenture.
In case an event of default shall occur and be continuing with respect to the notes, the trustee will be under no obligation to exercise any of its rights or powers under the Indenture at the request or direction of any of the holders of the notes, unless such holders shall have offered (and, if requested, provided) to the trustee indemnity and/or security satisfactory to the trustee against any loss, liability or expense. Subject to such provisions for the
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indemnification and/or security of the trustee, the holders of a majority in aggregate principal amount of the outstanding notes will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust or power conferred on the trustee with respect to the notes.
No holder of Exchange Notes will have any right to institute any proceeding with respect to the Indenture unless:
| (a) | such holder has previously given to the trustee written notice of a continuing event of default with respect to the notes; |
| (b) | the holders of at least 25% in aggregate principal amount of the notes then outstanding have made written request and offered the trustee indemnity and/or security satisfactory to the trustee to institute such proceeding as trustee; |
| (c) | the trustee has failed to institute such proceeding within 60 days after its receipt of such notice, request and offer of indemnity and/or security; and |
| (d) | the trustee shall not have received from the holders of a majority in aggregate principal amount of the notes then outstanding a direction inconsistent with such request during the 60-day period referred to in clause (c). |
However, such limitations do not apply to a suit instituted by a holder of any notes for enforcement of payment of the principal of, and premium, if any, or interest on, such notes on or after the respective due dates expressed in such notes.
The Indenture requires Agilent to furnish to the trustee, within 120 days after the end of each fiscal year, a statement of an officer regarding compliance with the Indenture.
Defeasance
Agilent at any time may terminate all its obligations with respect to the Exchange Notes and the Indenture governing the Exchange Notes (such termination, “legal defeasance”), except for certain obligations, including those respecting the defeasance trust and obligations to register the transfer or exchange of the Exchange Notes, to replace mutilated, destroyed, lost or stolen Exchange Notes and to maintain a registrar and paying agent in respect of the Exchange Notes. Agilent at any time may also terminate its obligations with respect to the Exchange Notes under certain covenants included in the Indenture governing such Exchange Notes, including the covenants described under the sections of this prospectus entitled “—Certain Covenants—Limitation on Liens” and “—Certain Covenants—Limitation on Sale and Leaseback Transactions,” under clause (3) under “—Events of Default” and under the provisions described under “—Offer to Purchase Upon a Change of Control Repurchase Event” in this prospectus, which termination is referred to in this prospectus as “covenant defeasance.” Agilent may exercise its legal defeasance option notwithstanding its prior exercise of its covenant defeasance option.
If Agilent exercises its legal defeasance option with respect to the Exchange Notes, payment of such Exchange Notes may not be accelerated because of an event of default with respect thereto. If Agilent exercises its covenant defeasance option with respect to the Exchange Notes, payment of such Exchange Notes may not be accelerated because of an event of default specified under “—Events of Default” above or an event of default specified in clauses (3) and (6) under “—Events of Default” in this prospectus with respect to the covenants described under “—Certain Covenants” in this prospectus and Agilent will no longer be obligated to make an offer for such Exchange Notes under the covenant set forth under “—Offer to Purchase Upon a Change of Control Repurchase Event” upon the occurrence of a change of control repurchase event.
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The legal defeasance option or the covenant defeasance option with respect to the Exchange Notes may be exercised only if:
| 1. | Agilent irrevocably deposits in trust with the trustee money or U.S. government securities or a combination thereof, which through the payment of interest thereon and principal thereof in accordance with their terms, will provide money in an amount sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay principal and interest when due on all the Exchange Notes being defeased to maturity; |
| 2. | no default or event of default with respect to the Exchange Notes has occurred and is continuing on the date of such deposit, or, with respect to an event of default involving bankruptcy, at any time in the period ending on the 91st day after the date of deposit; |
| 3. | in case of the legal defeasance option, Agilent delivers to the trustee an opinion of counsel stating that: |
| a. | Agilent has received from the Internal Revenue Service a ruling, or |
| b. | since the date of the fourth supplemental indenture governing the Exchange Notes there has been a change in the applicable U.S. federal income tax law, |
in either case to the effect that, and based thereon such opinion of counsel shall confirm that, the beneficial owners of the Exchange Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such legal defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such legal defeasance had not occurred;
| 4. | in the case of the covenant defeasance option, Agilent delivers to the trustee an opinion of counsel to the effect that the beneficial owners of the Exchange Notes will not recognize income, gain or loss for U.S. federal income tax purposes as a result of such covenant defeasance and will be subject to U.S. federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such covenant defeasance had not occurred; and |
| 5. | Agilent delivers to the trustee an officer’s certificate and an opinion of counsel, each stating that all conditions precedent to the defeasance and discharge of the Exchange Notes have been complied with as required by the Indenture governing such Exchange Notes. |
Discharge
When (i) Agilent delivers to the trustee all outstanding Exchange Notes (other than Exchange Notes replaced or paid because of mutilation, loss, destruction or wrongful taking) for cancellation or (ii) all outstanding Exchange Notes have become due and payable, or are by their terms due and payable within one year whether at maturity or are to be called for redemption within one year under arrangements reasonably satisfactory to the trustee, and in the case of clause (ii) Agilent irrevocably deposits with the trustee funds or U.S. government securities sufficient to pay at maturity or upon redemption all outstanding Exchange Notes, including interest thereon, and if in either case Agilent pays all other sums related to the Exchange Notes payable under the Indenture by Agilent, then the Indenture shall, subject to certain surviving provisions, cease to be of further effect with respect to the Exchange Notes. The trustee shall acknowledge satisfaction and discharge of the Indenture with respect to the Exchange Notes on demand of Agilent accompanied by an officer’s certificate and an opinion of counsel of Agilent.
Book-Entry and Settlement
The Exchange Notes will be issued in the form of one or more fully registered global notes, deposited with, or on behalf of, The Depository Trust Company, New York, New York (“DTC”) and registered in the name of DTC or its nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. Global notes are not exchangeable for definitive note certificates except in the specific circumstances
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described below. For purposes of this prospectus, “Global Note” refers to the Global Note or Global Notes representing an entire series of Exchange Notes. So long as DTC, or its nominee, is the registered owner of a Global Note, DTC or the nominee, as the case may be, will be considered the sole owner or holder of the notes under the Indenture.
All interests in the Global Notes will be subject to the operations and procedures of DTC, Euroclear Bank S.A./N.V. (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream, Luxembourg”).
Except as provided below, you will not be entitled to have Exchange Notes registered in your name, will not receive or be entitled to receive physical delivery of Exchange Notes in definitive form, and will not be considered the owner or holder thereof under the Indenture.
Except as set forth below, a Global Note may be transferred, in whole or in part, only to another nominee of DTC or to a successor of DTC or its nominee.
The Depository Trust Company. DTC has advised us that it is:
| • | a limited-purpose trust company organized under New York Banking Law; |
| • | a “banking organization” within the meaning of the New York Banking Law; |
| • | a member of the Federal Reserve System; |
| • | a “clearing corporation” within the meaning of the New York Uniform Commercial Code; and |
| • | a “clearing agency” registered pursuant to the provisions of Section 17A of the Exchange Act. |
DTC holds securities that its participants (“Direct Participants”) deposit with DTC and facilitates the post-trade settlement of transactions among Direct Participants in such securities through electronic computerized book-entry transfers and pledges between Direct Participants’ accounts, thereby eliminating the need for physical movement of securities certificates. Direct Participants include U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations and certain other organizations. DTC is a wholly owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others, such as securities brokers and dealers, banks and trust companies that clear transactions through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants,” including Clearstream, Luxembourg or Euroclear). The rules applicable to DTC and its participants are on file with the SEC. More information about DTC can be found at www.dtcc.com.
Purchases of Exchange Notes under the DTC system must be made by or through Direct Participants, which will receive a credit for the Exchange Notes on DTC’s records. The ownership interest of each actual purchaser of each Exchange Notes will be recorded on the Direct and Indirect Participants’ records. These beneficial owners will not receive written confirmation from DTC of their purchase, but beneficial owners are expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participants through which the beneficial owner entered into the transaction. Transfers of ownership interests in the Exchange Notes are to be accomplished by entries made on the books of Direct and Indirect participants acting on behalf of beneficial owners. Beneficial owners will not receive certificates representing their ownership interests in the Exchange Notes, except in the event that use of the book-entry system for the notes is discontinued.
To facilitate subsequent transfers, all Exchange Notes deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of the Exchange Notes with DTC and their registration in the name of Cede & Co. or such other DTC nominee, will not change the beneficial ownership of the Exchange
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Notes. DTC has no knowledge of the actual beneficial owners of the Exchange Notes; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Exchange Notes are credited, which may or may not be the beneficial owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers.
Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time.
Redemption notices will be sent to DTC. If less than all of the notes are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant to be redeemed.
In any case where a vote may be required with respect to the Exchange Notes, neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to such notes unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an omnibus proxy to Agilent as soon as possible after the record date. The omnibus proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts the notes are credited on the record date (identified in the listing attached to the omnibus proxy).
Principal and interest payments, if any, on the Exchange Notes will be made to Cede & Co, as nominee of DTC, or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts, upon DTC’s receipt of funds and corresponding detail information from Agilent or the trustee, on the applicable payment date in accordance with their respective holdings shown on DTC’s records. Payments by participants to beneficial owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such participant and not of DTC, Agilent or the trustee, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal and interest to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of us or the trustee. Disbursement of payments from Cede & Co. to Direct Participants is DTC’s responsibility. Disbursements of payments to beneficial owners are the responsibility of Direct and Indirect Participants.
In any case where Agilent has made a tender offer for the purchase of any notes, a beneficial owner must give notice through a participant to a tender agent to elect to have its notes purchased or tendered. The beneficial owner must deliver notes by causing the Direct Participants to transfer the participant’s interest in the notes, on DTC’s records, to a tender agent. The requirement for physical delivery of Exchange Notes in connection with an optional tender or a mandatory purchase is satisfied when the ownership rights in the Exchange Notes are transferred by Direct Participants on DTC’s records and followed by a book-entry credit of tendered Exchange Notes to the tender agent’s DTC account.
Agilent obtained the information in this section concerning DTC and DTC’s book-entry system from sources that Agilent believes to be reliable, but Agilent takes no responsibility for the accuracy of this information.
If at any time DTC or any successor depository for the Exchange Notes notifies us that it is unwilling or unable to continue as the depository for the Exchange Notes, or if at any time DTC or such successor depository shall no longer be a clearing agency registered under the Exchange Act and any other applicable statute or regulation, Agilent will be obligated to use commercially reasonable efforts to appoint another depository for the notes. If another depository is not appointed within 90 days, definitive note certificates will be issued in exchange for the Global Note representing the Exchange Notes.
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Agilent may at any time in our sole discretion determine that the Exchange Notes shall no longer be represented by the Global Note, in which case definitive note certificates will be issued in exchange for the Global Note representing the Exchange Notes.
Clearstream, Luxembourg and Euroclear. Clearstream, Luxembourg and Euroclear hold interests on behalf of their participating organizations through customers’ securities accounts in Clearstream, Luxembourg’s and Euroclear’s names on the books of their respective depositaries, which hold those interests in customers’ securities accounts in the depositaries’ names on the books of DTC. At the present time, Citibank, N.A. acts as U.S. depositary for Clearstream, Luxembourg and JPMorgan Chase Bank, N.A. acts as U.S. depositary for Euroclear (the “U.S. Depositaries”).
Clearstream, Luxembourg holds securities for its participating organizations (“Clearstream Participants”) and facilitates the clearance and settlement of securities transactions between Clearstream Participants through electronic book-entry changes in accounts of Clearstream Participants, thereby eliminating the need for physical movement of certificates. Clearstream, Luxembourg provides to Clearstream Participants, among other things, services for safekeeping, administration, clearance and settlement of internationally traded securities and securities lending and borrowing. Clearstream, Luxembourg interfaces with domestic markets in several countries.
Clearstream, Luxembourg is registered as a bank in Luxembourg, and as such is subject to regulation by the Commission de Surveillance du Secteur Financier and the Banque Centrale du Luxembourg, which supervise and oversee the activities of Luxembourg banks. Clearstream, Luxembourg participants are worldwide financial institutions including underwriters, securities brokers and dealers, banks, trust companies and clearing corporations, and may include the underwriters or their affiliates. Indirect access to Clearstream, Luxembourg is available to other institutions that clear through or maintain a custodial relationship with a Clearstream, Luxembourg participant. Clearstream, Luxembourg has established an electronic bridge with Euroclear as the operator of the Euroclear system (the “Euroclear Operator”) in Brussels to facilitate settlement of trades between Clearstream, Luxembourg and the Euroclear Operator.
Distributions with respect to the Exchange Notes held beneficially through Clearstream, Luxembourg will be credited to cash accounts of Clearstream Participants in accordance with its rules and procedures, to the extent received by the U.S. depositary for Clearstream, Luxembourg.
Euroclear holds securities and book-entry interests in securities for participating organizations (“Euroclear Participants”) and facilitates the clearance and settlement of securities transactions between Euroclear Participants and between Euroclear Participants and participants of certain other securities intermediaries through electronic book-entry changes in accounts of such participants or other securities intermediaries. Euroclear provides Euroclear Participants, among other things, with safekeeping, administration, clearance and settlement, securities lending and borrowing, and related services. Euroclear Participants are investment banks, securities brokers and dealers, banks, central banks, supranationals, custodians, investment managers, corporations, trust companies and certain other organizations, and may include the underwriters or their affiliates. Non-participants in Euroclear may hold and transfer beneficial interests in a global note through accounts with a participant in the Euroclear system or any other securities intermediary that holds a book-entry interest in a global note through one or more securities intermediaries standing between such other securities intermediary and Euroclear.
Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the Euroclear system and applicable Belgian law (collectively, the “Terms and Conditions”). The Terms and Conditions govern transfers of securities and cash within Euroclear, withdrawals of securities and cash from Euroclear and receipts of payments with respect to securities in Euroclear. All securities in Euroclear are held on a fungible basis without attribution of specific certificates to specific securities clearance accounts. The Euroclear Operator acts under the Terms and Conditions only on behalf of Euroclear Participants and has no record of or relationship with persons holding through Euroclear Participants.
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Distributions with respect to Exchange Notes held beneficially through Euroclear will be credited to the cash accounts of Euroclear Participants in accordance with the Terms and Conditions to the extent received by the U.S. Depositary for Euroclear.
Transfers between Euroclear Participants and Clearstream, Luxembourg Participants will be effected in the ordinary way in accordance with their respective rules and operating procedures. Subject to compliance with the transfer restrictions applicable to the Global Notes described herein, cross-market transfers between Direct Participants in DTC, on the one hand, and Euroclear Participants or Clearstream Participants, on the other hand, will be effected through DTC in accordance with DTC’s rules on behalf of Euroclear or Clearstream, Luxembourg, as the case may be, by its U.S. Depositary; however, such cross-market transactions will require delivery of instructions to Euroclear or Clearstream, Luxembourg, as the case may be, by the counterparty in such system in accordance with the rules and procedures and within the established deadlines (European time) of such system. Euroclear or Clearstream, Luxembourg, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its U.S. Depositary to take action to effect final settlement on its behalf by delivering or receiving interests in the global note in DTC, and making or receiving payment in accordance with normal procedures for same-day fund settlement applicable to DTC. Euroclear Participants and Clearstream Participants may not deliver instructions directly to their respective U.S. Depositaries.
Due to time zone differences, the securities accounts of a Euroclear or Clearstream Participant purchasing an interest in a global note from a Direct Participant in DTC will be credited, and any such crediting will be reported to the relevant Euroclear Participant or Clearstream Participant, during the securities settlement processing day (which must be a business day for Euroclear or Clearstream, Luxembourg) immediately following the settlement date of DTC. Cash received in Euroclear or Clearstream, Luxembourg as a result of sales of interests in a global note by or through a Euroclear or Clearstream Participant to a Direct Participant in DTC will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream, Luxembourg cash account only as of the business day for Euroclear or Clearstream, Luxembourg following DTC’s settlement date.
The information in this section concerning Euroclear and Clearstream, Luxembourg and their book-entry systems has been obtained from sources that Agilent believes to be reliable, but Agilent takes no responsibility for the accuracy of that information.
Although Euroclear and Clearstream, Luxembourg have agreed to the foregoing procedures to facilitate transfers of interests in global notes among Euroclear Participants and Clearstream, Luxembourg Participants, they are under no obligation to perform or to continue to perform such procedures, and such procedures may be discontinued at any time. Neither Agilent nor the underwriters take any responsibility for the performance by Euroclear or Clearstream, Luxembourg or their respective participants of their respective obligations under the rules and procedures governing their operations.
Modification and Waiver
Subject to certain exceptions, the Indenture may be amended with the consent of the holders of a majority in aggregate principal amount of the outstanding notes of all series issued under the base indenture and affected by such amendment (including consents obtained in connection with a tender offer or exchange for the notes of such series). Agilent and the trustee may, without the consent of any holders, enter into a supplemental indenture in order to amend or supplement the base indenture with respect to the notes or amend or supplement the notes without notice to or the consent of any holder of notes to:
| • | evidence the succession of another person to Agilent and the assumption by any such successor of the covenants of Agilent under the Indenture and the notes; |
| • | add further covenants, restrictions, conditions or provisions for the protection of the holders of notes; |
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| • | surrender any right or power conferred upon Agilent; |
| • | establish the forms or terms of the notes; |
| • | add any additional events of default for the benefit of holders of notes; |
| • | add to or change any of the provisions of the Indenture as necessary to permit or facilitate the issuance of the notes in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of the notes in uncertificated form; |
| • | secure the notes or add guarantees with respect to the notes; |
| • | provide for the issuance of additional notes in accordance with the provisions of the Indenture; |
| • | add to, change or eliminate any of the provisions contained in the Indenture or in any supplemental indentures or officer’s certificates in respect of notes; provided that any such addition, change or elimination (i) will not apply to, or modify the rights of any holder of the notes created prior to the execution of such supplemental indenture or officer’s certificate or (ii) will become effective only when no notes created prior to the execution of such supplemental indenture or officer’s certificate are outstanding; |
| • | add or appoint a successor or separate trustee; |
| • | cure any ambiguity or correct or supplement any provision contained therein or in any supplemental indenture or officer’s certificate that may be defective or inconsistent with any other provision contained therein or in any such supplemental indenture or officer’s certificate, provided that the interests of the holders of the notes are not adversely affected in any material respect; |
| • | supplement any of the provisions of the Indenture as necessary to permit or facilitate the defeasance and discharge of notes; |
| • | make any other change that would not adversely affect the holders of the notes in any material respect; |
| • | make any change necessary to comply with any requirement of the SEC in connection with the qualification of the base indenture or any supplemental indenture under the Trust Indenture Act of 1939; and |
| • | conform the Indenture to this “Description of Exchange Notes” or any other similarly titled section in this prospectus or other offering document relating to the Exchange Notes. |
Notwithstanding the foregoing, no modification, supplement, waiver or amendment may, without the consent of the holder of each outstanding note affected thereby:
| • | make any change to the percentage of principal amount of notes the holders of which must consent to an amendment, modification, supplement or waiver; |
| • | reduce the rate of or extend the time of payment for interest on any notes; |
| • | reduce the principal amount or extend the stated maturity of any notes; |
| • | reduce the redemption price of any notes or add redemption provisions to the notes; |
| • | make any notes payable in money other than that stated in the Indenture or the notes; |
| • | impair the right to institute suit for the enforcement of any payment on or with respect to the notes; or |
| • | make any change in the ranking or priority of any notes that would adversely affect the holder of such notes. |
The holders of at least a majority in aggregate principal amount of the outstanding notes may waive compliance by Agilent with certain restrictive provisions of the Indenture with respect to the notes. The holders
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of at least a majority in aggregate principal amount of the outstanding notes may waive any past default under the Indenture, except a default not theretofore cured in the payment of principal or interest and certain covenants and provisions of the Indenture which cannot be amended without the consent of the holder of each outstanding note.
Definitions
The Indenture contains the following defined terms:
“Consolidated Net Tangible Assets” means, as of the time of determination, the aggregate amount of the assets of Agilent and the assets of its consolidated subsidiaries after deducting (1) all goodwill, trade names, trademarks, service marks, patents, unamortized debt discount and expense and other intangible assets and (2) all current liabilities, as reflected on the most recent consolidated balance sheet prepared by Agilent in accordance with GAAP contained in an annual report on Form 10-K or a quarterly report on Form 10-Q timely filed by Agilent with the SEC or any amendment thereto (and not subsequently disclaimed as not being reliable by Agilent) pursuant to the Securities Exchange Act of 1934, as amended, or the Exchange Act, prior to the time as of which “Consolidated Net Tangible Assets” is being determined.
“GAAP” means generally accepted accounting principles in the United States of America in effect on the date of the fourth supplemental indenture and from time to time.
“guarantee” means any obligation, contingent or otherwise, of any person directly or indirectly guaranteeing any indebtedness of any other person and any obligation, direct or indirect, contingent or otherwise, of such person (1) to purchase or pay (or advance or supply funds for the purchase or payment of) such indebtedness of such other person (whether arising by virtue of partnership arrangements, or by agreement to keep well, to purchase assets, goods, securities or services, to take or pay or to maintain financial statement conditions or otherwise) or (2) entered into for purposes of assuring in any other manner the obligee of such indebtedness of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided, however, that the term “guarantee” will not include endorsements for collection or deposit in the ordinary course of business. The term “guarantee,” when used as a verb, has a correlative meaning.
“incur” means issue, assume, guarantee or otherwise become liable for.
“indebtedness” means, with respect to any person, obligations (other than Non-recourse Obligations) of such person for borrowed money (including, without limitation, indebtedness for borrowed money evidenced by notes, bonds, debentures or similar instruments).
“Non-recourse Obligation” means indebtedness or other obligations substantially related to the acquisition of assets not previously owned by Agilent or any direct or indirect subsidiaries of Agilent or the financing of a project involving the development or expansion of properties of Agilent or any direct or indirect subsidiaries of Agilent, in each case as to which the obligee with respect to such indebtedness or obligation has no recourse to Agilent or any direct or indirect subsidiary of Agilent or such subsidiary’s assets other than the assets which were acquired with the proceeds of such transaction or the project financed with the proceeds of such transaction (and the proceeds thereof).
“person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization or government or political subdivision thereof.
“Significant Subsidiary” has the meaning set forth in Rule 1-02(w) of Regulation S-X under the Exchange Act.
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“subsidiary” means, with respect to any person (the “parent”) at any date, any corporation, limited liability company, partnership, association or other entity of which securities or other ownership interests representing more than 50% of the equity or more than 50% of the ordinary voting power or, in the case of a partnership, more than 50% of the general partnership interests are, as of that date, owned, controlled or held by the parent or one or more subsidiaries of the parent or by the parent and one or more subsidiaries of the parent.
Governing Law
The Indenture is, and the Exchange Notes will be governed by, and construed in accordance with, the laws of the State of New York.
Regarding the Trustee
Citibank, N.A. is the trustee under the Indenture and has also been appointed by Agilent to act as registrar, transfer agent and paying agent for the notes. Citibank, N.A., in each of its capacities, including without limitation as trustee, registrar, transfer agent and paying agent, assumes no responsibility for the accuracy or completeness of the information concerning us or our affiliates or any other party contained in this document or the related documents or for any failure by us or any other party to disclose events that may have occurred and may affect the significance or accuracy of such information.
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Purpose of the Exchange Offer
The Original Notes were purchased by the Initial Purchasers on June 25, 2026 for resale to qualified institutional buyers in compliance with Rule 144A under the Securities Act and outside of the United States to non-U.S. persons in compliance with Regulation S under the Securities Act. In connection with the sale of the Original Notes, Agilent and Citigroup Global Markets Inc., Mizuho Securities USA LLC and SG Americas Securities, LLC, as representatives of the Initial Purchasers, entered into the Registration Rights Agreement.
Agilent is making the Exchange Offer in reliance on the position of the SEC as set forth in Exxon Capital Holdings Corporation and similar no-action letters. However, Agilent has not sought its own no-action letter. Based upon these interpretations by the SEC, Agilent believes that a holder of Exchange Notes who is not our “affiliate” within the meaning of Rule 405 of the Securities Act and who exchanges Original Notes for Exchange Notes in the Exchange Offer generally may offer the Exchange Notes for resale, sell the Exchange Notes and otherwise transfer the Exchange Notes without further registration under the Securities Act and without delivery of a prospectus that satisfies the requirements of Section 10 of the Securities Act. This does not apply, however, to a holder who is our “affiliate” within the meaning of Rule 405 of the Securities Act. Agilent also believes that a holder may offer, sell or transfer the Exchange Notes only if the holder acknowledges that the holder is acquiring the Exchange Notes in the ordinary course of its business and is not participating, does not intend to participate and has no arrangement or understanding with any person to participate in a distribution of the Exchange Notes.
Any holder of the Original Notes using the Exchange Offer to participate in a distribution of Exchange Notes cannot rely on the no-action letters referred to above. Any broker-dealer who holds Original Notes acquired for its own account as a result of market-making activities or other trading activities and who receives Exchange Notes in exchange for such Original Notes pursuant to the Exchange Offer may be a statutory underwriter and must deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such Exchange Notes. See “Plan of Distribution.” You may not participate in the Exchange Offer if you are a broker-dealer tendering Original Notes that you acquired directly from us for your own account.
Except as set forth in this prospectus, this prospectus may not be used for an offer to resell, resale or other transfer of Exchange Notes.
The Exchange Offer is not being made to, nor will Agilent accept tenders for exchange from, holders of Original Notes in any jurisdiction in which the Exchange Offer or the acceptance of them would not be in compliance with the securities or blue sky laws of such jurisdiction.
Each broker-dealer that receives Exchange Notes for its own account in exchange for Original Notes, where such Original Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Original Notes where such Original Notes were acquired by such broker-dealer as a result of market-making activities or other trading activities. Agilent has agreed that, starting on the Expiration Date (as defined herein) and ending on the close of business on the day that is 90 days following the Expiration Date, Agilent will make this prospectus available to any broker-dealer for use in connection with any such resale. See “Plan of Distribution” below.
Terms of the Exchange Offer
Based on the terms and subject to the conditions set forth in this prospectus and accompanying letter of transmittal, Agilent will accept any and all Original Notes validly tendered prior to 5:00 p.m., New York City
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time, on the Expiration Date for the Exchange Offer. Agilent will issue $1,000 principal amount of Exchange Notes in exchange for each $1,000 principal amount of outstanding Original Notes validly tendered pursuant to the Exchange Offer on or before the Expiration Date and not validly withdrawn. Holders may tender some or all of the Original Notes pursuant to the Exchange Offer. The Exchange Offer is not conditioned upon any minimum aggregate principal amount of Original Notes to be tendered.
Promptly after the Expiration Date (unless extended as described in this prospectus), Agilent will issue an aggregate principal amount of up to $600,000,000 of Exchange Notes for a like principal amount of outstanding Original Notes tendered and accepted in connection with the Exchange Offer. The Exchange Notes issued in connection with the Exchange Offer will be delivered promptly after the Expiration Date.
The form and terms of the Exchange Notes will be substantially identical to the terms of the Original Notes, except that:
| • | the Exchange Notes will have different CUSIP numbers from the Original Notes; |
| • | the Exchange Notes will have been registered under the Securities Act and, therefore, the Exchange Notes will not bear legends restricting the transfer of the Exchange Notes; and |
| • | holders of the Exchange Notes will not be entitled to any rights under the Registration Rights Agreement, which rights will terminate upon the consummation of the Exchange Offer, or to the additional interest provisions of the Registration Rights Agreement. |
The Exchange Notes will evidence the same debt as the Original Notes and will be issued under the same Indenture and be entitled to the same benefits under that Indenture as the Original Notes being exchanged. As a result, the Original Notes and the Exchange Notes will be treated as a single series under the Indenture.
No interest will be paid in connection with the Exchange Offer. The Exchange Notes will accrue interest from and including the last interest payment date on which interest has been paid on the Original Notes or, if no interest has been paid on the Original Notes, from the date of original issue of the Original Notes. Accordingly, the holders of Original Notes that are accepted for exchange will not receive accrued but unpaid interest on Original Notes at the time of tender. Rather, that interest will be payable on the Exchange Notes delivered in exchange for the Original Notes on the first interest payment date after the Expiration Date.
In connection with the issuance of the Original Notes, Agilent arranged for the Original Notes purchased by qualified institutional buyers and those sold in reliance on Regulation S under the Securities Act to be issued and transferable in book-entry form through the facilities of DTC, acting as depositary. Exchange Notes will be issued in the form of one or more Global Notes registered in the name of DTC or its nominee and each beneficial owner’s interest in it will be transferable in book-entry form through DTC. See “Description of Exchange Notes—Book-Entry and Settlement.”
Original Notes that are not tendered for exchange or are tendered but not accepted in connection with the Exchange Offer will remain outstanding and be entitled to the benefits of the Indenture that governs the notes, but certain registration and other rights under the Registration Rights Agreement will terminate and holders of the Original Notes will generally not be entitled to any registration rights under the Registration Rights Agreement. See “—Consequences of Failure to Properly Tender Original Notes in the Exchange Offer.”
Agilent shall be considered to have accepted validly tendered Original Notes if and when Agilent has given oral (to be followed by prompt written notice) or written notice to the Exchange Agent. The Exchange Agent will act as agent for the tendering holders for the purposes of receiving the Exchange Notes from us.
If any tendered Original Notes are not accepted for exchange because of an invalid tender, the occurrence of certain other events described in this prospectus or otherwise, Agilent will return the Original Notes, without expense, to the tendering holder promptly after the Expiration Date for the Exchange Offer.
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Holders who tender Original Notes will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal, transfer taxes on exchange of Original Notes in connection with the Exchange Offer. Agilent will pay all charges and expenses, other than certain applicable taxes described below, in connection with the Exchange Offer. See “—Fees and Expenses.”
Expiration Date; Extension; Termination; Amendment
The Exchange Offer will remain open for at least 20 business days. The Expiration Date for the Exchange Offer is 5:00 p.m., New York City time, on September 30, 2026 unless extended by us in our sole discretion, in which case the term “Expiration Date” shall mean the latest date and time to which the Exchange Offer is extended.
Subject to applicable law, Agilent reserves the right, in our sole discretion:
| • | to delay accepting any Original Notes, to extend the Exchange Offer or to terminate the Exchange Offer if, in our reasonable judgment, any of the conditions described below shall not have been satisfied, by giving oral (to be followed by prompt written notice) or written notice of the delay, extension or termination to the Exchange Agent; or |
| • | to amend the terms of the Exchange Offer in any manner. |
If Agilent amends the Exchange Offer in a manner that Agilent considers material, Agilent will disclose such amendment by means of a prospectus supplement, and Agilent will extend such Exchange Offer for a period of five to ten business days.
If Agilent determines to extend, amend or terminate the Exchange Offer, Agilent will publicly announce this determination by making a timely release through an appropriate news agency.
If Agilent delays accepting any Original Notes or terminates the Exchange Offer, Agilent promptly will pay the consideration offered, or return any Original Notes deposited, pursuant to the Exchange Offer as required by Rule 14e-1(c).
Conditions to the Exchange Offer
Notwithstanding any other provisions of the Exchange Offer, or any extension of the Exchange Offer, Agilent will not be required to accept for exchange, or to exchange any Exchange Notes for, any Original Notes and Agilent may terminate the Exchange Offer or, at its option, modify, extend or otherwise amend the Exchange Offer, if any of the following conditions are not satisfied at or prior to the Expiration Date:
(1) The registration statement of which this prospectus forms a part has not been declared effective by the SEC;
(2) In our reasonable judgment, no action or event has occurred or been threatened (including a default under an agreement, indenture or other instrument or obligation to which Agilent or one of its affiliates is a party or by which Agilent or one of its affiliates is bound), no action is pending, no action has been taken, and no statute, rule, regulation, judgment, order, stay, decree or injunction has been promulgated, enacted, entered, enforced or deemed applicable to the Exchange Offer or the exchange of Original Notes for Exchange Notes under the Exchange Offer by or before any court or governmental regulatory or administrative agency, authority, or tribunal, which challenges the making of the Exchange Offer or the exchange of Original Notes for Exchange Notes under the Exchange Offer or might, directly or indirectly, prohibit, prevent, restrict or delay consummation of, or might otherwise adversely affect in any material manner, the Exchange Offer or the exchange of Original Notes for Exchange Notes under the Exchange Offer; or
(3) The SEC has not issued a stop order which would suspend the effectiveness of the registration statement of which this prospectus forms a part or the qualification of the applicable indenture governing the Exchange Notes under the TIA.
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Agilent expressly reserves the right to amend or terminate the Exchange Offer and to reject for exchange any Original Notes not previously accepted for such exchange, upon the occurrence of any of the conditions of the Exchange Offer specified above. Agilent will give oral or written notice (with any oral notice to be promptly confirmed in writing) of any amendment, non-acceptance, termination or waiver to the Exchange Agent as promptly as practicable, followed by a timely press release.
These conditions are for our sole benefit and, except as set forth below, may be waived by us, in whole or in part in our sole discretion. Any determination made by us concerning these events, developments or circumstances shall be conclusive and binding. Agilent may, at its option and in our sole discretion, waive any such conditions except for (i) the condition that the registration statement of which this prospectus forms part has been declared effective by the SEC and (ii) the condition that the registration statement of which this prospectus forms a part is not subject to a stop order.
All conditions to the Exchange Offer must be satisfied or, where permitted, waived, at or by the Expiration Date. In addition, Agilent may in its absolute discretion, subject to applicable law, terminate the Exchange Offer for any other reason.
If any of the foregoing conditions are not satisfied, Agilent may, at any time at or prior to the Expiration Date:
(1) terminate the Exchange Offer and promptly return all tendered Original Notes with respect to the Exchange Offer to the tendering holders;
(2) modify, extend or otherwise amend the Exchange Offer and retain all tendered Original Notes with respect to the Exchange Offer until the Expiration Date, as extended, subject, however, to the withdrawal rights of holders; or
(3) waive the unsatisfied conditions, except for (i) the condition that the registration statement of which this prospectus forms part has been declared effective by the SEC and (ii) the condition that the registration statement of which this prospectus forms a part is not subject to a stop order, with respect to the Exchange Offer and accept all Original Notes tendered and not previously validly withdrawn.
Effect of Tender
Any tender by a holder, and our subsequent acceptance of that tender, of Original Notes will constitute a binding agreement between that holder and us upon the terms and subject to the conditions of the Exchange Offer described in this prospectus and in the letter of transmittal. The participation in the Exchange Offer by a tendering holder of Original Notes will constitute the agreement by that holder to deliver good and marketable title to the tendered Original Notes, free and clear of any and all liens, restrictions, charges, pledges, security interests, encumbrances or rights of any kind of third parties.
Absence of Dissenters’ Rights of Appraisal
Holders of the Original Notes do not have any dissenters’ rights of appraisal in connection with the Exchange Offer.
Procedures for Tendering Original Notes
If you hold Original Notes and wish to have those notes exchanged for Exchange Notes, you must validly tender (or cause the valid tender of) your Original Notes using the procedures described in this prospectus and in the accompanying letter of transmittal.
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The procedures by which you may tender or cause to be tendered Original Notes will depend upon the manner in which you hold the Original Notes, as described below.
If you are a beneficial owner which holds Original Notes through Euroclear or Clearstream, Luxembourg and wish to tender your Original Notes, you must instruct Euroclear or Clearstream, Luxembourg, as the case may be, to block the account in respect of the tendered Original Notes in accordance with the procedures established by Euroclear or Clearstream, Luxembourg. You are encouraged to contact Euroclear and Clearstream, Luxembourg directly to ascertain their procedure for tendering Original Notes.
Original Notes Held with DTC by a DTC Participant
Pursuant to authority granted by DTC, if you are a DTC participant that has Original Notes credited to your DTC account and thereby held of record by DTC’s nominee, you may directly tender your Original Notes as if you were the record holder. Accordingly, references herein to record holders include DTC participants with Original Notes credited to their accounts. Within two business days after the date of this prospectus, the Exchange Agent will make a request to establish an account with respect to the Original Notes at DTC for purposes of the Exchange Offer.
Tenders of Original Notes will be accepted only in principal amounts of $2,000 and integral multiples of $1,000 in excess thereof. No alternative, conditional or contingent tenders will be accepted.
Any financial institution that is a participant in DTC’s systems may tender Original Notes by causing DTC to transfer the Original Notes to be tendered into the Exchange Agent’s account at DTC in accordance with DTC’s procedures for transfer, including its ATOP procedures. The participant should transmit its acceptance to DTC prior to 5:00 p.m., New York City time, on the Expiration Date. DTC will verify this acceptance, execute a book-entry transfer of the tendered Original Notes into the Exchange Agent’s account at DTC and then send to the Exchange Agent confirmation of this book-entry transfer, which confirmation must be received prior to 5:00 p.m., New York City time, on the Expiration Date. The confirmation of this book-entry transfer will include an agent’s message confirming that DTC has received an express acknowledgment from the participant that the participant has received and agrees to be bound by the letter of transmittal and that Agilent may enforce the letter of transmittal against the participant.
Delivery of Exchange Notes issued in the Exchange Offer may be effected through book-entry transfer at DTC. However, the letter of transmittal (or an agent’s message in lieu thereof), with any required signature guarantees and any other required documents, must be transmitted to, and received by, the Exchange Agent at its address set forth on the back cover page of this prospectus (or its account at DTC with respect to an agent’s message) prior to 5:00 p.m., New York City time, on the Expiration Date. DTC participants following the ATOP procedures should allow sufficient time for completion of the ATOP procedures prior to the Expiration Date of the Exchange Offer. A letter of transmittal need not accompany tenders effected through ATOP; however, you will be bound by its terms just as if you had signed it.
The term “agent’s message” means a computer-generated message, transmitted by DTC to, and received by, the Exchange Agent and forming a part of a book-entry confirmation, which states that DTC has received an express acknowledgment from the tendering participant that such participant has received and agrees to be bound by, and makes the representations and warranties contained in, the letter of transmittal and that Agilent may enforce the letter of transmittal against such participant. Delivery of the letter of transmittal and any other required documents to Agilent or DTC does not constitute delivery to the Exchange Agent.
Original Notes Held Through a Nominee by a Beneficial Owner
Currently, all of the Original Notes are held in book-entry form and can only be tendered by following the procedures described under “—Procedures for Tendering Original Notes—Original Notes Held with DTC by a
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DTC Participant.” However, any beneficial owner whose Original Notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and who wishes to tender should contact the registered holder promptly and instruct it to tender on the owner’s behalf if such owner wishes to participate in the Exchange Offer. You should keep in mind that your intermediary may require you to take action with respect to the Exchange Offer a number of days before the Expiration Date in order for such entity to tender Original Notes on your behalf at or prior to the Expiration Date in accordance with the terms of the Exchange Offer.
Beneficial owners should be aware that their broker, dealer, commercial bank, trust company or other nominee may establish its own earlier deadlines for participation in the Exchange Offer. Accordingly, beneficial owners wishing to participate in the Exchange Offer should contact their broker, dealer, commercial bank, trust company or other nominee as soon as possible in order to determine the times by which such owner must take action in order to participate in the Exchange Offer.
Letter of Transmittal
Subject to and effective upon the acceptance for exchange and issuance of Exchange Notes, in exchange for Original Notes tendered by a letter of transmittal in accordance with the terms and subject to the conditions set forth in this prospectus, by executing and delivering a letter of transmittal (or agreeing to the terms of a letter of transmittal pursuant to an agent’s message) a tendering holder of Original Notes:
| • | irrevocably sells, assigns and transfers to or upon the order of Agilent all right, title and interest in and to, and all claims in respect of or arising or having arisen as a result of the holder’s status as a holder of, the Original Notes tendered thereby; |
| • | represents and warrants that the Original Notes tendered were owned as of the date of tender, free and clear of all liens, charges, claims, encumbrances, interests and restrictions of any kind; and |
| • | irrevocably constitutes and appoints the Exchange Agent the true and lawful agent and attorney-in-fact of the holder with respect to any tendered Original Notes (with full knowledge that the Exchange Agent also acts as the agent of Agilent and an affiliate of the Exchange Agent acts as trustee under the Indenture), with full powers of substitution and revocation (such power of attorney being deemed to be an irrevocable power coupled with an interest) to cause the Original Notes tendered to be assigned, transferred and exchanged in the Exchange Offer. |
Proper Execution and Delivery of Letter of Transmittal
If you wish to participate in the Exchange Offer, delivery of your Original Notes, signature guarantees and other required documents are your responsibility. Delivery is not complete until the required items are actually received by the Exchange Agent. If you mail these items, Agilent recommends that you (1) use registered mail properly insured with return receipt requested and (2) mail the required items in sufficient time to ensure timely delivery.
Except as otherwise provided below, all signatures on the letter of transmittal or a notice of withdrawal must be guaranteed by a recognized participant in the Securities Transfer Agents Medallion Program, the NYSE Medallion Signature Program or the Stock Exchange Medallion Program. Signatures on the letter of transmittal need not be guaranteed if:
| • | the letter of transmittal is signed by a DTC participant whose name appears on a security position listing of DTC as the owner of the Original Notes and the portion entitled “Special Issuance Instructions” on the letter of transmittal has not been completed; or |
| • | the Original Notes are tendered for the account of an eligible institution. See Instruction 4 in the letter of transmittal. |
No alternative, conditional, irregular or contingent tenders will be accepted. By executing the letter of transmittal, or facsimile thereof, the tendering holders of Original Notes waive any right to receive any notice of
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the acceptance for exchange of their Original Notes. Tendering holders should indicate in the applicable box in the letter of transmittal the name, address and DTC participant number to which unexchanged Original Notes should be delivered by book-entry transfer, if different from the name and address of the person signing the letter of transmittal. If those instructions are not given, Original Notes not tendered or exchanged will be returned by book-entry transfer to the tendering holder.
Miscellaneous
All questions as to the validity, form, eligibility, including time of receipt, and acceptance and withdrawal of tendered Original Notes will be determined by us in our absolute discretion, which determination will be final and binding. Agilent reserves the absolute right to reject any and all tendered Original Notes determined by us not to be in proper form or not to be tendered properly or any tendered Original Notes our acceptance of which would, in the opinion of our counsel, be unlawful. Agilent also reserves the right to waive, in its absolute discretion, any defects, irregularities or conditions of tender as to particular Original Notes, whether or not waived in the case of other Original Notes. Agilent’s interpretation of the terms and conditions of the Exchange Offer, including the terms and instructions in the letter of transmittal, will be final and binding on all parties.
Unless waived, any defects or irregularities in connection with tenders of Original Notes must be cured within the time Agilent determines. Although Agilent intends to notify holders of defects or irregularities with respect to tenders of Original Notes, none of us, the Exchange Agent, the Trustee or any other person or agent will be under any duty to give that notification or shall incur any liability for failure to give that notification. Tenders of Original Notes will not be deemed to have been made until any defects or irregularities therein have been cured or waived.
In addition, Agilent reserves the right, as set forth above under the caption “—Conditions to the Exchange Offer,” to terminate the Exchange Offer. By tendering, each holder represents and acknowledges to us, among other things, that:
| • | it has full power and authority to tender, sell, assign and transfer the Original Notes it is tendering and that Agilent will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim when the same are accepted by us; |
| • | the Exchange Notes acquired in connection with the Exchange Offer are being obtained in the ordinary course of business of the person receiving the Exchange Notes; |
| • | at the time of commencement of the Exchange Offer it had no arrangement with any person to participate in a distribution of such Exchange Notes; |
| • | it is not an “affiliate” (as defined in Rule 405 under the Securities Act) of Agilent; and |
| • | if the holder is a broker-dealer, it is not engaged in, and does not intend to engage in, a distribution of the Exchange Notes, and that it will receive Exchange Notes for its own account in exchange for Original Notes that were acquired by such broker-dealer as a result of market-making activities or other trading activities and that it will be required to acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. See “Plan of Distribution.” |
There are no guaranteed delivery procedures for the Exchange Offer. Holders must tender their Original Notes via the ATOP system in accordance with the procedures of the letter of transmittal by the Expiration Date.
Withdrawal of Tenders
Tenders of Original Notes in the Exchange Offer may be validly withdrawn at any time prior to the Expiration Date.
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Beneficial owners desiring to withdraw a tender of Original Notes previously tendered through the ATOP procedures should contact the DTC participant through which they hold their Original Notes. In order to withdraw Original Notes previously tendered, a DTC participant may, prior to the Expiration Date of the Exchange Offer, withdraw its instruction previously transmitted through ATOP by (1) withdrawing its acceptance through ATOP, or (2) delivering to the Exchange Agent by mail, hand delivery or facsimile transmission, notice of withdrawal of such instruction. The withdrawal notice must:
| • | specify the name of the tendering holder of Original Notes; |
| • | bear a description of the Original Notes to be withdrawn; |
| • | specify the aggregate principal amount represented by those Original Notes to be withdrawn; |
| • | specify the name and number of the account at DTC to be credited with the withdrawn Original Notes; and |
| • | be signed by the holder of those Original Notes in the same manner as the original signature on the letter of transmittal, including any required signature guarantees, or be accompanied by evidence satisfactory to us that the person withdrawing the tender has succeeded to the beneficial ownership of those Original Notes. |
The signature on any notice of withdrawal must be guaranteed by an eligible guarantor institution, unless the Original Notes have been tendered for the account of an eligible guarantor institution.
Withdrawal of tenders of Original Notes may not be rescinded, and any Original Notes validly withdrawn will thereafter be deemed not to have been validly tendered for purposes of the Exchange Offer. Validly withdrawn Original Notes may, however, be re-tendered by again following one of the procedures described in “—Procedures for Tendering Original Notes” at or prior to the Expiration Date.
Exchange Agent
Citibank, N.A. has been appointed as Exchange Agent in connection with the Exchange Offer. Questions and requests for assistance, as well as requests for additional copies of this prospectus or of the letter of transmittal, should be directed to the Exchange Agent at:
Citibank, N.A., as Exchange Agent
388 Greenwich Street
New York, NY 10013
Attn: Agency & Trust
Tel: (973) 461-7127
Email: tyler.jacobsen@citi.com
Fees and Expenses
Agilent will not make any payment to brokers, dealers or others soliciting acceptances of the Exchange Offer. Agilent will pay certain other expenses to be incurred in connection with the Exchange Offer, including the fees and expenses of the Exchange Agent and certain accounting and legal fees.
Holders who tender their Original Notes for exchange generally will not be obligated to pay transfer taxes. If, however,
| • | Exchange Notes are to be delivered to, or issued in the name of, any person other than the registered holder of the Original Notes tendered, |
| • | tendered Original Notes are registered in the name of any person other than the person signing the letter of transmittal, or |
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| • | a transfer tax is imposed for any reason other than the exchange of Original Notes in connection with the Exchange Offer, |
then the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption from them is not submitted with the letter of transmittal, the amount of such transfer taxes will be billed directly to the tendering holder.
Accounting Treatment
The Exchange Notes will be recorded at the same carrying value as the Original Notes as reflected in our accounting records on the date of the exchange. Accordingly, Agilent will not recognize any gain or loss for accounting purposes upon the completion of the Exchange Offer. Payments made to other third parties will be expensed as incurred in accordance with generally accepted accounting principles.
Consequences of Failure to Properly Tender Original Notes in the Exchange Offer
Issuance of the Exchange Notes in exchange for the Original Notes under the Exchange Offer will be made only after timely receipt by the Exchange Agent of a properly completed and duly executed letter of transmittal (or an agent’s message from DTC through ATOP) and the certificate(s) representing such Original Notes (or confirmation of book-entry transfer), and all other required documents. Therefore, holders of the Original Notes desiring to tender such Original Notes in exchange for Exchange Notes should allow sufficient time to ensure timely delivery. Agilent is under no duty to give notification of defects or irregularities of tenders of Original Notes for exchange. Original Notes that are not tendered or that are tendered but not accepted by us will, following completion of the Exchange Offer, continue to be subject to the existing restrictions upon transfer thereof under the Securities Act, and, upon completion of the Exchange Offer, certain registration rights under the Registration Rights Agreement will terminate.
In the event the Exchange Offer is completed, Agilent generally will not be required to register the remaining Original Notes. Remaining Original Notes will continue to be subject to the following restrictions on transfer:
| • | the remaining Original Notes may be resold only if registered pursuant to the Securities Act, if any exemption from registration is available, or if neither such registration nor such exemption is required by law; and |
| • | the remaining Original Notes will bear a legend restricting transfer in the absence of registration or an exemption. |
Agilent does not currently anticipate that it will register the remaining Original Notes under the Securities Act. To the extent that Original Notes are tendered and accepted in connection with the Exchange Offer, any trading market for remaining Original Notes could be adversely affected. See “Risk Factors—Risks Relating to Participation in the Exchange Offer—If you fail to exchange your Original Notes, they will continue to be restricted securities and may become less liquid.”
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CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS OF THE EXCHANGE OFFER
An exchange of Original Notes for Exchange Notes pursuant to the Exchange Offer should not be treated as a disposition of the Original Notes for U.S. federal income tax purposes. Accordingly, for U.S. federal income tax purposes, (a) a holder of Original Notes should not recognize gain or loss in respect of such exchange, (b) a holder’s tax basis in the Exchange Notes should equal its tax basis in the Original Notes, (c) a holder’s holding period in the Exchange Notes should include its holding period in the Original Notes, and (d) a holder should be subject to tax in respect of the Exchange Notes in the same manner as with respect to the Original Notes.
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If you want to participate in the Exchange Offer, you must represent, among other things, that you:
| • | are not a broker-dealer tendering Original Notes that you acquired directly from us for your own account; |
| • | are acquiring the Exchange Notes in the ordinary course of your business; |
| • | have not participated in, do not intend to participate in, and have no arrangement or understanding with any person to participate in, a distribution of the Exchange Notes; and |
| • | are not an “affiliate” as defined under Rule 405 of the Securities Act. |
If you fail to satisfy any of these conditions, you cannot rely on the position of the SEC set forth in the no-action letters referred to above under “Summary—The Exchange Offer—Resale of Exchange Notes” and you must comply with the registration and prospectus delivery requirements of the Securities Act in connection with a resale of the Exchange Notes.
Each broker-dealer that receives Exchange Notes for its own account pursuant to the Exchange Offer must acknowledge that it will deliver a prospectus in connection with any resale of such Exchange Notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of Exchange Notes received in exchange for Original Notes where such Original Notes were acquired as a result of market-making activities or other trading activities. Agilent has agreed that, starting on the Expiration Date and ending on the close of business on the day that is 90 days following the Expiration Date, it will make this prospectus, as amended or supplemented, available to any broker-dealer for use in connection with any such resale.
Agilent will not receive any proceeds from any sale of Exchange Notes by broker-dealers. Exchange Notes received by broker-dealers for their own account pursuant to the Exchange Offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the Exchange Notes or a combination of such methods of resale, at market prices prevailing at the time of resale, at prices related to such prevailing market prices or negotiated prices. Any such resale may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any such broker-dealer and/or the purchasers of any such Exchange Notes. Any broker-dealer that resells Exchange Notes that were received by it for its own account pursuant to the Exchange Offer and any broker or dealer that participates in a distribution of such Exchange Notes may be deemed to be an “underwriter” within the meaning of the Securities Act and any profit on any such resale of Exchange Notes and any commission or concessions received by any such persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.
For a period of 90 days after the Expiration Date, Agilent will promptly send additional copies of this prospectus and any amendment or supplement to this prospectus to any broker-dealer that requests such documents in the letter of transmittal. Agilent has agreed to pay all expenses incident to the Exchange Offer (other than the expenses of counsel for the holders of the Original Notes) other than commissions or concessions of any brokers or dealers and will indemnify the holders of the Original Notes (including any broker-dealers) against certain liabilities, including liabilities under the Securities Act.
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Citibank, N.A. has been appointed as the Exchange Agent for the Exchange Offer. Letters of transmittal and all correspondence in connection with the Exchange Offer should be sent or delivered by each holder of Original Notes, or a beneficial owner’s commercial bank, broker, dealer, trust company or other nominee, to the Exchange Agent at the address and telephone number set forth on the back cover of this prospectus.
Questions concerning tender procedures and requests for additional copies of this prospectus or the letter of transmittal should be directed to the Exchange Agent at the address and telephone numbers listed below. Holders of Original Notes may also contact their commercial bank, broker, dealer, trust company or other nominee for assistance concerning the Exchange Offer.
We will pay the Exchange Agent reasonable and customary fees for its services and will reimburse it for its reasonable out-of-pocket expenses.
The contact information for the Exchange Agent is:
Citibank, N.A., as Exchange Agent
388 Greenwich Street
New York, NY 10013
Attn: Agency & Trust
Tel: (973) 461-7127
Email: tyler.jacobsen@citi.com
Questions and requests for assistance related to the Exchange Offer or for additional copies of this prospectus and the letter of transmittal may be directed to the Exchange Agent at the telephone number and address listed above.
DELIVERY OF A LETTER OF TRANSMITTAL OR TRANSMISSION OF INSTRUCTIONS TO AN ADDRESS OR FACSIMILE NUMBER OTHER THAN THAT OF THE EXCHANGE AGENT AS SET FORTH ON THE BACK COVER OF THIS PROSPECTUS DOES NOT CONSTITUTE VALID DELIVERY.
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The validity of the Exchange Notes will be passed upon for us by Sullivan & Cromwell LLP, New York, New York.
The financial statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included in Management’s Report on Internal Control Over Financial Reporting) incorporated in this prospectus by reference to the Annual Report on Form 10-K for the year ended October 31, 2025 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
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Agilent Technologies, Inc.
OFFER TO EXCHANGE
PROSPECTUS
The Exchange Agent for the Exchange Offer is:
Citibank, N.A.
Requests for additional copies of this prospectus and the letter of transmittal may be directed to the Exchange Agent at the address or telephone number set forth above. Beneficial owners may also contact their custodian for assistance concerning the Exchange Offer.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
| Item 20. | Indemnification of Directors and Officers |
Agilent is incorporated under the laws of the State of Delaware. Section 145 of the Delaware General Corporation Law provides that a Delaware corporation may indemnify persons who were, are or are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was illegal.
Section 145 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against him and incurred by him in any such capacity, arising out of his status as such, whether or not the corporation would otherwise have the power to indemnify him under Section 145.
Agilent’s Fourth Amended and Restated Certificate of Incorporation and Fourth Amended and Restated Bylaws provide for the indemnification of officers and directors to the fullest extent permitted by the Delaware General Corporation Law.
All of Agilent’s directors and officers are covered by insurance policies maintained by Agilent against certain liabilities for actions taken in their capacities as such, including liabilities under the Securities Act. In addition, Agilent has entered into indemnity agreements with its directors and executive officers and certain former directors and officers of acquired companies that obligate it to indemnify such directors and executive officers to the fullest extent permitted by the Delaware General Corporation Law.
See also the undertakings set out in response to Item 22.
| Item 21. | Exhibits and Financial Statement Schedules |
The following exhibits are filed as part of this registration statement or incorporated herein by reference.
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| * | Previously filed. |
| Item 22. | Undertakings |
| (a) | The undersigned registrant hereby undertakes: |
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| (i) | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; |
| (ii) | To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and |
| (iii) | To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. |
| (2) | That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
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| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
| (4) | That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness; provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use. |
| (5) | That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: |
| (i) | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424; |
| (ii) | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; |
| (iii) | Any portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and |
| (iv) | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
| (b) | The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (c) | Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. |
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| (d) | The undersigned registrant hereby undertakes to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request. |
| (e) | The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective. |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Santa Clara, State of California, on the 1st day of September.
| AGILENT TECHNOLOGIES, INC. | ||
| By | /s/ Michael Buckner | |
| Michael Buckner | ||
| Senior Vice President, Chief Legal Officer and Secretary | ||
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Each person whose signature appears below constitutes and appoints Michael Buckner, Padraig McDonnell and Shirley Qin, and each of them, and any successor or successors to such offices held by each of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for such person and in his or her name, place and stead, in any and all capacities, to sign any or all further amendments (including post-effective amendments) to this registration statement (and any additional registration statement related hereto permitted by Rule 462(b) promulgated under the Securities Act of 1933 (and all further amendments, including post-effective amendments, thereto)), and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Padraig McDonnell Padraig McDonnell |
President and Chief Executive Officer (Principal Executive Officer) | September 1, 2026 | ||
| /s/ Adam S. Elinoff Adam S. Elinoff |
Senior Vice President and Chief Financial Officer (Principal Financial Officer) |
September 1, 2026 | ||
| /s/ Timothy C. Downs Timothy C. Downs |
Vice President and Chief Accounting Officer (Principal Accounting Officer) |
September 1, 2026 | ||
| /s/ Mala Anand Mala Anand |
Director | September 1, 2026 | ||
| /s/ Otis W. Brawley, M.D. Otis W. Brawley, M.D. |
Director | September 1, 2026 | ||
| /s/ Judy Gawlik Brown Judy Gawlik Brown |
Director | September 1, 2026 | ||
| /s/ G. Mikael Dolsten, M.D., Ph.D. G. Mikael Dolsten, M.D., Ph.D. |
Director | September 1, 2026 | ||
| /s/ Koh Boon Hwee Koh Boon Hwee |
Director | September 1, 2026 | ||
| /s/ Daniel K. Podolsky, M.D. Daniel K. Podolsky, M.D. |
Director | September 1, 2026 | ||
| /s/ Sue H. Rataj Sue H. Rataj |
Director | September 1, 2026 | ||
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| Signature | Title | Date | ||
| /s/ George A. Scangos, Ph.D. George A. Scangos, Ph.D. |
Director | September 1, 2026 | ||
| /s/ Pascal Soriot Pascal Soriot |
Director | September 1, 2026 | ||
| /s/ Dow R. Wilson Dow R. Wilson |
Director | September 1, 2026 | ||
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Exhibit 5.1
[Letterhead of Sullivan & Cromwell LLP]
September 1, 2026
Agilent Technologies, Inc.,
5301 Stevens Creek Blvd.,
Santa Clara, California 95051.
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933 (the “Act”) of $600,000,000 principal amount of 4.900% Senior Notes due 2032 (the “Securities”) of Agilent Technologies, Inc., a Delaware corporation (the “Company”), to be issued in exchange for the Company’s outstanding 4.900% Senior Notes due 2032 issued pursuant to the Indenture, dated as of March 12, 2021, as amended and supplemented by the fourth supplemental indenture, dated June 25, 2026, among the Company and Citibank, N.A., as trustee, (the “Trustee”), we, as your counsel, have examined such corporate records, certificates and other documents, and such questions of law, as we have considered necessary or appropriate for the purposes of this opinion.
Upon the basis of such examination, it is our opinion that, when the Registration Statement has become effective under the Act, and the Securities have been duly executed and authenticated in accordance with the Indenture and issued and exchanged as contemplated in the Registration Statement, the Securities will constitute valid and legally binding obligations of the Company, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
In rendering the foregoing opinion, we are not passing upon, and assume no responsibility for, any disclosure in any registration statement or any related prospectus or other offering material relating to the offer and sale of the Securities.
The foregoing opinion is limited to the Federal laws of the United States, the laws of the State of New York and the General Corporation Law of the State of Delaware, and we are expressing no opinion as to the effect of the laws of any other jurisdiction.
We have relied as to certain factual matters on information obtained from public officials, officers of the Company and other sources believed by us to be responsible, and we have assumed that the Indenture has been duly authorized, executed and delivered by the Trustee thereunder, an assumption which we have not independently verified.
| Agilent Technologies, Inc. | -2- |
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the references to us under the heading “Validity of Notes” in the Prospectus. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.
| Very truly yours, |
| /s/ Sullivan & Cromwell LLP |
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-4 of Agilent Technologies, Inc. of our report dated December 19, 2025 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in Agilent Technologies Inc’s Annual Report on Form 10-K for the year ended October 31, 2025. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
/s/ PricewaterhouseCoopers LLP
San Jose, California
September 1, 2026
Exhibit 25.1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939
OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE
| ☐ | Check if an application to determine eligibility of a Trustee pursuant to Section 305 (b)(2) |
CITIBANK, N.A.
(Exact name of trustee as specified in its charter)
| A National Banking Association | 13-5266470 | |
| (Jurisdiction of Incorporation or organization if not a U.S. national bank) |
(I.R.S. Employer Identification No.) | |
| 388 Greenwich Street, New York, New York | 10013 | |
| (Address of principal executive office) | (Zip Code) | |
| Agilent Technologies, Inc. (Exact name of obligor as specified in its charter) |
| Delaware | 77-0518772 | |
| (Jurisdiction of Incorporation or organization) |
(I.R.S. Employer Identification No.) | |
| 5301 Stevens Creek Boulevard Santa Clara, California |
95051 | |
| (Address of principal executive office) | (Zip Code) | |
Debt Securities
(Title of Indenture Securities)
| Item | 1. General Information. |
Furnish the following information as to the trustee:
| (a) | Name and address of each examining or supervising authority to which it is subject. |
| Name |
Address | |
| Comptroller of the Currency | Washington, D.C. | |
| Federal Reserve Bank of New York | New York, NY | |
| 33 Liberty Street | ||
| New York, NY | ||
| Federal Deposit Insurance Corporation | Washington, D.C. | |
| (b) | Whether it is authorized to exercise corporate trust powers. |
Yes.
| Item | 2. Affiliations with Obligor. |
If the obligor is an affiliate of the trustee, describe each such affiliation.
None.
Items 3. -15. Not Applicable
Item 16. List of Exhibits.
List below all exhibits filed as a part of this Statement of Eligibility.
Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as exhibits hereto.
Exhibit 1 - Copy of Articles of Association of the Trustee, as now in effect (attached).
Exhibit 2 - Copy of certificate of authority of the Trustee to commence business (Exhibit 2 to Form T-1 filed June 6, 2025 with Registrant Statement No. 333-287868).
Exhibit 3 - Copy of authorization of the Trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed May 5, 2014 with Registrant Statement No. 333-195697).
Exhibit 4 - Copy of existing By-Laws of the Trustee (attached).
Exhibit 5 - Not applicable.
Exhibit 6 - The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939 (Exhibit 6 to Form T-1 with Registration Statement No. 33-19227).
Exhibit 7 - Copy of the latest Report of Condition of Citibank, N.A. (as of December 31, 2025—attached).
Exhibit 8 - Not applicable.
Exhibit 9 - Not applicable.
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, Citibank, N.A., a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of New York and State of New York, on the 6th day of July, 2026.
| CITIBANK, N.A. | ||
| By | /s/ Eva Waite | |
| Eva Waite | ||
| Senior Trust Officer | ||
EXHIBIT 1
CHARTER OF CITIBANK, N.A.
Articles of Association
As amended, effective August 1, 2025
1
CITIBANK, N.A.
Charter No. 1461
Articles of Association
AS AMENDED EFFECTIVE August 1, 2025
FIRST. The name and title of this Association shall be Citibank, N.A.; the Association in conjunction with its said legal name may also continue to use, as a trade name, its former name First National City Bank.
SECOND. The Head Office shall be in the City of Sioux Falls, State of South Dakota. The general business of this Association, and its operations of discount and deposit, shall be conducted at its Head Office and its legally established branches.
THIRD. Subject to the terms of any series of Preferred Stock, the Board of Directors shall consist of such number of individuals, not less than five nor more than twenty-five, as from time to time shall be determined by a majority of the votes to which the holders of Common Stock are at the time entitled.
FOURTH. The regular annual meeting of the shareholders for the election of directors and the transaction of whatever other business may be brought before said meeting shall be held at the Head Office, or such other place as the Board of Directors may designate, on the day of each year specified therefor in the By-Laws of the Association, but if no election shall be held on that day it may be held on any subsequent day according to the provisions of law; and all elections shall be held according to such lawful regulations as may be prescribed by the Board of Directors.
FIFTH. A. Designation.
The total number of shares of all classes of capital stock which the Association shall have the authority to issue is Forty One Million Five Hundred and One Thousand (41,501,000) shares of which (a) Forty One Million Five Hundred Thousand (41,500,000) shares shall be designated as shares of Common Stock, par value of Twenty Dollars ($20) per share (the “Common Stock”) and (b) One Thousand (1,000) shares shall be designated as shares of Preferred Stock, par value of one dollar ($1.00) per share (the “Preferred Stock”).
All of the shares of this Association’ s Common Stock, which constitute all of the outstanding shares of this Association’s capital stock as of the effectiveness of these Articles, shall continue as shares of Common Stock of this Association following the filing hereof. Except as set forth in the terms of any series of Preferred Stock, no shares of any class or series of capital stock of this Association shall have any preemptive or special rights or privilege to acquire any shares of capital stock of the Association under any circumstances whatsoever.
2
The Board of Directors (and any authorized Committee thereof) is authorized, subject to any limitations prescribed by law and without the approval of the holders of Common Stock, to provide for the issuance of shares of Preferred Stock in one or more series, to be set forth in a certificate filed with the Office of the Comptroller of the Currency, as an exhibit to these Articles, (such certificate being hereinafter referred to as a “Preferred Stock Designation”), to establish from time to time the number of shares to be included in each such series, and to fix the designation, powers, preferences, and rights of the shares of each such series and any qualifications, limitations or restrictions thereof. The number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of all of the then-outstanding shares of capital stock of the Association entitled to vote thereon, without a vote of the holders of the Preferred Stock, or of any series thereof, unless a vote of any such holders is required pursuant to the terms of any Preferred Stock Designation.
Each outstanding share of Common Stock shall entitle the holder thereof to one vote on each matter properly submitted to the stockholders of the Association for their vote; provided, however, that, except as otherwise required by law, holders of Common Stock shall not be entitled to vote on any amendment to these Articles of Association (including any Preferred Stock Designation relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon pursuant to these Articles of Association (including any Preferred Stock Designation relating to any series of Preferred Stock).
The Association, at any time and from time to time, may authorize and issue debt obligations whether or not subordinated without the prior approval of shareholders.
SIXTH. The Board of Directors (a majority of whom shall be a quorum to do business) shall appoint one of its members to be Chairman of the Association, who shall perform such duties as may be designated by it. The Board of Directors shall have the power to appoint one of its members to be President of this Association, who shall perform such duties as may be designated by it. The Board of Directors shall have the power to appoint such other officers and employees as in its judgment may be required to transact the business of the Association.
The Board of Directors shall have the power to define the duties of the officers and employees of the Association; to fix the salaries to be paid to them; to dismiss them; to require bonds from them and to fix the penalty thereof; to regulate the manner in which any increase of the capital of the Association shall be made; to manage and administer the business and affairs of the Association; to make all by-laws that it may be lawful for them to make; and generally to do and perform all acts that it may be legal for a board of directors to do and perform.
The Board of Directors, without the approval of the shareholders, shall have the power to change the location of the Head Office and of any branch or branches of the Association subject to such limitations as from time to time may be provided by law.
SEVENTH. The Association shall have succession from the date of its organization certificate until such time as it may be dissolved by the affirmative vote of the holders of two-thirds of the voting power of the stock of the Association entitled to vote thereon (this vote being in addition to any vote required by the terms of any series of Preferred Stock), or until its franchise becomes forfeited by reason of violation of law, or until terminated by either a general or a special Act of Congress or until its affairs be placed in the hands of a receiver and finally wound up by him.
3
EIGHTH. The Board of Directors, or the holders of not less than ten per centum of the Common Stock of the Association, may call a special meeting of shareholders at any time: provided, however, that unless otherwise provided by law, not less than ten days prior to the date fixed for any such meeting, a notice of the time, place and purpose of the meeting shall be given by first-class mail, postage prepaid, to all shareholders of record at their respective addresses as shown upon the books of the Association.
NINTH. (1) Governing Law. For purposes of interpreting and applying this Article, the Association shall be treated as if it were a Delaware corporation and shall be governed by and subject to Section 145 of t he General Corporation Law of t he State of Delaware and the common law of Delaware related thereto.
(2) Indemnification and Advancement Rights.
(a) The Association shall indemnify, to the fullest extent permissible under the General Corporation Law of the State of Delaware (as it may be amended from time to time, but only to the extent that the amendment permits a Delaware corporation to provide broader indemnification rights than were permitted before the amendment), any person (and the heirs and personal representatives of such person) against any and all liabilities, losses, judgments, fines, amounts paid in settlement, ERISA excise taxes or penalties, and costs and expenses, including attorneys’ fees, actually and reasonably incurred by or imposed upon such person in connection with (or resulting from) any threatened, pending or completed claim, action, suit or proceeding, whether civil, criminal, administrative or investigative (collectively, a “proceeding”), in which such person is a party or is threatened to be made a party by reason of such person being or having been (i) a director of the Association or a Subsidiary, (ii) an officer of the Association or a Subsidiary, as defined and limited by subsection (b) of this Section, or (iii) a member of any board or committee related to any employee benefit plan of the Association or any Subsidiary, or any employee of the Association or any of Subsidiary who has administrative responsibility in respect of any such plan (each of foregoing persons referenced in this paragraph, an “indemnitee”), and in the case of a director of the Association or a Subsidiary or a Board-Appointed Officer (as defined below), whether the basis of such proceeding is alleged action in an official capacity or in any other capacity while serving as a director or Board-Appointed Officer.
(b) For purposes of this Article:
(i) The “officers” of the Association mean the officers of the Association appointed by, or whose appointment has been ratified by, written resolution of the Board of Directors (each, a “Board-Appointed Officer”). In addition, if a Board-Appointed Officer executes a written delegation authorizing a Vice President, deputy officer or assistant officer to take an action within the Board-Appointed Officer’ s area of responsibility, such Vice President, deputy officer or assistant officer shall have rights to indemnification and advancement under this Article, but only with respect to acts or omissions within the scope of such written delegation. No other persons shall be deemed officers of the Association for purposes of this Article.
4
(ii) The “officers” of any Subsidiary mean only the officers appointed by, or whose appointment has been ratified by, written resolution of the ultimate governing body of the Subsidiary.
(iii) A “Subsidiary” means any entity wholly-owned, directly or indirectly, by the Association.
(c) The Association shall advance expenses incurred in defending a proceeding to an indemnitee upon receipt of an undertaking by or on behalf of such indemnitee to repay such amount, if it shall ultimately be determined by final judicial decision from which there is no further right to appeal that such person is not entitled to indemnification by the Association.
(d) The limitations in this paragraph (d) shall apply notwithstanding any other provision of this Article. No indemnitee shall be entitled to indemnification pursuant to this Article unless such indemnitee has satisfied the applicable standards of conduct set forth in Section 145(a) or Section 145(b) of the General Corporation Law of the State of Delaware, except as required by Section 145(c)(l ) of the General Corporation Law of the State of Delaware. In addition, no indemnitee shall be entitled to indemnification or advancement of expenses pursuant to this Article with respect to:
(i) any proceeding (or part thereof) initiated by the indemnitee, and any claim, counterclaim or affirmative defense asserted by the Association (or any of its Subsidiaries or other affiliates) in connection with a proceeding initiated by the indemnitee; provided that the limitations in this clause (i) shall not apply to a proceeding to enforce the rights to indemnification or advancement that are provided in this Article (after taking into account the exclusions in this paragraph (d));
(ii) the indemnitee’ s breach or violation of his or her obligations under (A) any employment or incentive compensation agreement between the Association (or any of its Subsidiaries or other affiliates) and the indemnitee, (8 ) Citigroup’ s Code of Conduct, (C) any policy, standard or procedure governed by Citigroup’ s Policy Governance Policy or (D) any other similar or successor policy governing the conduct of current or former employees (as each of the foregoing contemplated by clauses (A) through (D) may be amended from time to time); provided that the limitations in this clause (ii) shall only apply to an indemnitee if the proceeding relates to such indemnitee’ s conduct as a full-time employee or the post-employee obligations of a former full-time employee of the Association (or one or more of its Subsidiaries or other affiliates);
(iii) the recoupment, recovery or cancellation of any compensation paid or promised to such indemnitee by the Association (or any of its Subsidiaries or other affiliates), or to seek any other remedy at law or in equity in connection therewith, pursuant to any clawback or similar policy or provision that is adopted by the Association or any of its Subsidiaries or other affiliates and required by Rule 100 -1
5
under the U.S. Securities Exchange Act of 1934; provided that if such indemnitee has been successful (on the merits or otherwise) in the defense of such proceeding, the Association shall indemnify such indemnitee for the expenses (including attorneys’ fees) reasonably incurred in connection therewith;
(iv) an administrative, investigative or other action instituted by a bank regulatory agency withjurisdiction over the matter (whether such jurisdiction is within or outside the United States), if such proceeding or action results in a final order assessing a civil money penalty or requiring affirmative action by an individual or individuals in the form of payments to the Association or any of its Subsidiaries or other affiliates; and
(v) any investigation arising solely from internal processes conducted by or on behalf of the Association or any of its Subsidiaries or other affiliates and not from any external inquiry.
(e) If a claim for indemnification or advancement under this Article is not paid in full by the Association within 60 days after a written claim has been received by the Association, except in the case of a claim for an advancement of expenses, in which case the applicable period shall be 20 days, an indemnitee may at any time thereafter bring suit against the Association to recover the unpaid amount of the claim. To the fullest extent permitted by law, if successful in whole or in part in any such suit, or if successful in a suit brought by the Association to recover an advancement of expenses pursuant to the terms of an undertaking, the indemnitee shall be entitled to be paid also the expense of prosecuting or defending such suit.
(f) Except with respect to indemnitees who are entitled to indemnification or advancement under this Article by reason of their service as a current or former director or Board-Appointed Officer of the Association, (i) the Association’ s obligation, if any, to indemnify or advance expenses to indemnitees shall be as an indemnitor of last resort and (ii) such indemnification and advancement shall be reduced by any amount such person is entitled to collect as indemnification or advancement from any Subsidiary unless such Subsidiary then lacks sufficient funds to provide such indemnification or advancement because the Subsidiary is insolvent. In the event of any payment provided by the Association in lieu of any payment owed by a Subsidiary or an insurer, the Association shall be subrogated to the extent of such payment to all of the rights of recovery of an indemnitee, who shall execute all papers required and take all reasonable action necessary to secure such rights, including execution of such documents as are necessary to enable the Association to bring suit to enforce such rights.
(g) In (i) any suit brought by an indemnitee to enforce a right to indemnification under this Article (but not in a suit to enforce a right to an advancement of expenses) it shall be a defense that, and (ii) in any suit brought by the Association to recover an advancement of expenses, the Association shall be entitled to recover such expenses upon a final judicial decision from which there is no further right to appeal that, the indemnitee has not met any applicable standard for indemnification set forth in the General Corporation Law of the State of Delaware. The following shall not be a defense in any suit brought by an indemnitee to recover an advancement of expenses and shall not create a presumption in any suit (whether
6
or not brought by an indemnitee) that an indemnitee has not met the applicable standards of conduct required by the General Corporation Law of the State of Delaware to obtain indemnification: (x) the failure of the Association (including its directors who are not parties to such action, a committee of such directors, independent legal counsel or its stockholders) to have made a determination that the indemnitee has met the applicable standard of conduct set forth in the General Corporation Law of the State of Delaware, and (y) an actual determination by the Association (including its directors who are not parties to such action, a committee of such directors, independent legal counsel or its stockholders) that the indernnitee has not met such applicable standard of conduct. In any suit brought by an indemnitee to enforce a right to indemnification or to an advancement of expenses under this Article, or brought by the Association to recover an advancement of expenses, the Association shall bear the burden of proving that such indemnitee is not entitled to be indemnified or advanced expenses under this Article or otherwise.
(h) The indemnification and advancement of expenses provided by this Article shall in no way be deemed exclusive of any other rights to which any such indemnitee may be entitled under any statute, by-law, agreement, vote of stockholders or disinterested directors or otherwise. The rights conferred upon indemnitees in this Article shall be contract rights and shall continue as to an indemnitee who has ceased to serve in his or her position as a director, officer, administrator or member (as contemplated by paragraph (a) of this Article), and such rights shall inure to the benefit of such indemnitee’ s heirs, executors, administrators and other legal representatives. Any amendment, alteration or repeal of this Article that adversely affects any right of such an indemnitee or such indemnitee’ s successors shall be prospective only and shall not limit, eliminate, or impair any such right with respect to any proceeding involving any occurrence or alleged occurrence of any action or omission to act that took place prior to such amendment or repeal.
(i) The Association may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Association or any Subsidiary, or of any corporation a majority of the voting stock of which is owned by the Association, or is or was serving at the request of the Association as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other organization or enterprise, against any liability asserted against such person and incurred by such person in any such capacity, or arising out of such person’ s status as such, whether or not the Association would have the power or would be required to indemnify such person against such liability under the provisions of this Article; provided, however, that the Association may not purchase or maintain insurance which would cover final orders assessing civil money penalties arising out of administrative actions or proceedings instituted by a bank regulatory agency with jurisdiction over the matter.
TENTH. Except as provided in these Articles of Association, and subject to the terms of any series of Preferred Stock, these Articles of Association may be amended at any regular or special meeting of the shareholders by the affirmative vote of the holders of a majority of the Common Stock, unless the vote of the holders of a greater amount of Common Stock is required by law, and in that case by the vote of the holders of such greater amount.
7
ELEVENTH. Any action which requires a vote of the shareholders, but that does not specifically require a meeting of this Association, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of all outstanding shares entitled to vote thereon and shall be delivered to this Association by delivery to its registered office in the State of New York, its principal place of business, or an officer or agent of the Association having custody of the book in which proceedings of meetings of shareholders are recorded. Delivery made to the Association’s registered office shall be by hand or by certified or registered mail, return receipt requested. Every written consent shall bear the date of signature of each shareholder who signs the consent.
STATE OF NEW YORK)
COUNTY OF NEW YORK)
The undersigned duly qualified Assistant Secretary of Citibank, N.A., a national banking association (“Citibank”), hereby certifies that (i) on August 1, 2025 holders of all of the voting shares of Citibank, by unanimous written consent, adopted the Articles of Association as amended effective August 1, 2025 of Citibank and (ii) the foregoing is a true and complete copy of the Articles of Association as amended August 1, 2025.
| Subscribed and sworn before me
|
|
8
EXHIBIT 4
BY-LAWS OF CITIBANK. N.A.
Citibank, N.A. By-Laws
As amended, effective August 1, 2025
CITIBANK, N.A.
BY-LAWS
AS AMENDED, EFFECTIVE AUGUST 1, 2025
INDEX TO BY-LAWS
OF CITIBANK, N.A.
| Page | ||||
| Article I – Meetings of Shareholders |
1 | |||
| Section 1. Annual Meeting |
1 | |||
| Section 2. Special Meetings |
1 | |||
| Section 3. Inspector of Election |
1 | |||
| Section 4. Quorum |
1 | |||
| Section 5. Action without Meeting |
1 | |||
| Article II – Directors |
2 | |||
| Section 1. Board of Directors |
2 | |||
| Section 2. Number and Term |
2 | |||
| Section 3. Organization Meeting |
2 | |||
| Section 4. Regular Meetings |
2 | |||
| Section 5. Special Meetings |
2 | |||
| Section 6. Notice |
2 | |||
| Section 7. Quorum and Manner of Acting |
3 | |||
| Section 8. Action without Meeting |
3 | |||
| Section 9. Vacancies |
3 | |||
| Section 10. Directors’ Fees |
3 | |||
| Article III – Committees of the Board |
3 | |||
| Section 1. Executive Committee: Powers |
3 | |||
| Section 2. Executive Committee: Membership, Meetings, and Quorum |
4 | |||
| Section 3. Other Committees |
4 | |||
| Article IV – Officers and Agents |
4 | |||
| Section 1. Chair |
4 | |||
| Section 2. Chief Executive Officer |
4 | |||
| Section 3. President |
5 | |||
| Section 4. Vice Chair |
5 | |||
| Section 5. Executive Vice Presidents |
5 | |||
| Section 6. Senior Vice Presidents |
5 | |||
| Section 7. Secretary |
5 | |||
| Section 8. Treasurer |
6 | |||
Page i of ii
| Section 9. Chief Auditor |
6 | |||
| Section 10. Vice Presidents |
6 | |||
| Section 11. Other Officers |
6 | |||
| Section 12. Attorneys-in-Fact |
6 | |||
| Section 13. Tenure of Office |
7 | |||
| Article V – Domestic Branches |
7 | |||
| Section 1. Establishment |
7 | |||
| Section 2. Management |
7 | |||
| Article VI – Foreign Branches |
7 | |||
| Section 1. Establishment |
7 | |||
| Section 2. Management |
8 | |||
| Section 3. Custody of Funds |
8 | |||
| Section 4. Books, Reports, and Fiscal Periods |
8 | |||
| Article VII – Fiduciary Powers |
8 | |||
| Section 1. Assignment of Fiduciary Powers |
8 | |||
| Section 2. Authentication and Signature of Instruments |
8 | |||
| Article VIII – Stock and Stock Certificates |
9 | |||
| Section 1. Transfers |
9 | |||
| Section 2. Stock Certificates |
9 | |||
| Section 3. Record Date and Closing Transfer Books |
9 | |||
| Article IX – Corporate Seal |
10 | |||
| Article X – Miscellaneous Provisions |
10 | |||
| Section 1. Fiscal Year |
10 | |||
| Section 2. Execution of Instruments |
10 | |||
| Section 3. Records |
10 | |||
| Section 4. Banking Hours |
11 | |||
| Section 5. Corporate Governance Procedures |
11 | |||
| Article XI – By-laws |
11 | |||
| Section 1. Inspection |
11 | |||
| Section 2. Amendments |
11 |
Page ii of ii
CITIBANK, N.A.
BY- LAWS
ARTICLE I
Meetings of Shareholders
Section 1. Annual Meeting. The regular annual meeting of the shareholders, for the election of Directors and the transaction of whatever other business may come before the meeting, shall be held at the Head Office of the Association, 5800 S. Corporate Place, Sioux Falls, South Dakota, County of Lincoln, or such other place as the Board of Directors may designate, on such date and at such time as may be fixed by resolution of the Board of Directors. Notice of such meeting may be waived in writing before, after, or at such meeting.
Section 2. Special Meetings. The Board of Directors, or the holders of not less than ten per centum of the Common Stock of the Association, may call a special meeting of shareholders at any time. Every such special meeting, unless otherwise provided by law, shall be called by mailing, postage prepaid, not less than ten days prior to the date fixed for such meeting, to each shareholder at their address appearing on the books of the Association, a notice stating the purpose of the meeting. Such notice may be waived in writing before, after, or at, such meeting.
Section 3. Inspector of Election. If the Board of Directors shall so determine, any election of Directors shall be managed by one or more inspectors of election, who shall be appointed by the Chair of the meeting, and who, before entering upon the discharge of their duties shall be duly sworn faithfully to execute the duties of inspector(s) of election with strict impartiality, and according to the best of their ability. The inspector(s) of election shall hold and conduct the election at which they are appointed to serve; and, after the election, they shall file with the Secretary a certificate under their hands, certifying the result thereof and the names of the Directors elected. The inspector(s) of election, at the request of the Chair of the meeting, shall act as tellers of any other vote by ballot taken at such meeting, and shall certify the result thereof.
Section 4. Quorum. A majority of the outstanding capital stock, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders, unless otherwise provided by law; but less than a quorum may adjourn any meeting, from time to time, and the meeting may be held, as adjourned, without further notice. A majority of the votes cast shall decide every question or matter submitted to the shareholders at any meeting, unless otherwise provided by law or by the Articles of Association.
Section 5. Action without Meeting. Any action which requires a vote of the shareholders, but does not specifically require a meeting of this Association, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of all outstanding shares entitled to vote thereon and shall be delivered to this Association by delivery to its registered office in the State of South Dakota, its principal place of business, or an officer or agent of the Association having custody of the book in which proceedings of meetings of shareholders are recorded. Delivery made to the Association’s registered office shall be by hand or by certified or registered mail, return receipt requested. Every written consent shall bear the date of signature of each shareholder who signs the consent.
Page 1 of 11
ARTICLE II
Directors
Section 1. Board of Directors. The Board of Directors shall have power to manage and administer the business and affairs of the Association. Except as expressly limited by law, all corporate powers of the Association shall be vested in and may be exercised by said Board.
Section 2. Number and Term. The Board of Directors shall consist of such number, not less than five nor more than twenty-five, as from time to time shall be determined by a majority of the votes to which all shareholders are at the time entitled. The Directors of the Association shall hold office for one year and until their successors are duly elected and qualified, or until their earlier resignation or removal.
Section 3. Organization Meeting. The Secretary, upon receiving the certificate of the inspector(s), of the result of any election, shall notify the Directors-elect of their election and of the time at which they are required to meet at the Head Office of the Association, or such other place as the Board of Directors may designate, for the purpose of organizing the new Board and electing and appointing officers of the Association for the succeeding year. Such meeting shall be appointed to be held on the day of the election or as soon thereafter as practicable. If, at the time fixed for such meeting, there shall not be a quorum present, the Directors present may adjourn the meeting, from time to time, until a quorum is obtained. Any business which may properly be transacted by the Board of Directors may be transacted at any organization meeting thereof.
Section 4. Regular Meetings. A regular meeting of the Board of Directors shall be held at least quarterly, unless the Board of Directors shall otherwise determine, at the Head Office of the Association, with notice to the Directors of the date and time of such meeting, or, may be held at such other time and place as the Board shall have ordered at any previous meeting.
Section 5. Special Meetings. A special meeting of the Board of Directors may be called at any time by the Chair, the Chief Executive Officer, or the President, or on the written request of any three members of the Board.
Section 6. Notice. Notice of any special meeting, specifying the time and place of such meeting, or of the time and place or the cancellation of any regular meeting of the Board of Directors may be given in writing, either by mailing the same to each Director, at their address appearing on the books of the Association on or before the second day preceding the meeting, or by e-mailing (or otherwise electronically communicating) the same to each Director at their e-mail address (or other electronic point of contact) appearing on the books of the Association, or delivering the same to each Director personally, or leaving the same at their place of business, or at their residence, or by telephone on or before the day preceding the meeting. Notice need not be given to any Director if waived by each Director in writing. Attendance of a Director at any meeting of the Board of Directors shall constitute a waiver of notice of such meeting, except when the
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Director attends such meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because such meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the Board of Directors or any committee thereof need be specified in any written waiver of notice.
Section 7. Quorum and Manner of Acting. At every meeting of the Board of Directors, a majority shall constitute a quorum, and, except as otherwise required by law, the vote of a majority of the Directors present at any such meeting at which a quorum is present shall be the act of the Board of Directors. In the absence of a quorum, a majority of the Directors present may adjourn any meeting from time to time until a quorum is present. No notice of any adjourned meeting need be given other than by announcement at the meeting that is being adjourned. Members of the Board of Directors may participate in meetings through use of conference telephone or similar communications equipment, so long as all members participating in such meetings can hear and understand one another.
Section 8. Action without Meeting. Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board. Such action by written consent shall have the same force and effect as a unanimous vote of the Directors.
Section 9. Vacancies. When any vacancy occurs among the Directors, including a vacancy resulting from an increase in the number of Directors, the vacancy may be filled by the shareholders or by a majority vote of the remaining members of the Board. Appointments to fill such vacancy may occur at any regular meeting, or at a special meeting called for that purpose.
Section 10. Directors’ Fees. The Board of Directors shall have authority to determine from time to time, the amount of compensation which shall be paid to any of its members, provided however that no such compensation be paid to any Director who is a salaried officer or employee of the Association or any of its subsidiaries. Directors shall receive transportation and other expenses of attendance.
ARTICLE III
Committees of the Board
Section 1. Executive Committee: Powers. The Board of Directors may appoint an Executive Committee of the Board of Directors which shall be constituted as provided in Section 2 of this Article. The Executive Committee shall have and may exercise, when the Board is not in session, all the powers of the Board that may lawfully be delegated. The Executive Committee shall keep minutes of its meetings, and such minutes shall be submitted at the next regular meeting of the Board of Directors at which a quorum is present, and any action taken by the Board with respect thereto shall be entered in the minutes of the Board. All acts done and powers conferred by the Executive Committee from time to time shall be deemed to be, and may be certified as being, done or conferred under authority of the Board.
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Section 2. Executive Committee: Membership, Meetings, and Quorum. The Executive Committee shall hold a regular meeting without notice at the time and place appointed for each regular meeting of the Board of Directors at which a quorum of the Board shall not be in attendance at said time and place, unless such regular meeting of the Board is cancelled as provided in Article II, Section 6. The Directors present at such time and place, if there be not less than three, shall constitute the Executive Committee for such regular meeting, and the vote of a majority of the Committee as so constituted shall suffice for the transaction of business. A special meeting of the Executive Committee may be called at any time by the Chair, the Chief Executive Officer or the President. Notice of any such special meeting shall be given to each Director in the manner provided in Article II, Section 6, for the giving of notice, or the waiver thereof, of a special meeting of the Board of Directors and shall be sufficient even though such notice refers only to a meeting of the Board of Directors. The Directors who shall attend at the time and place fixed in such notice, if there be not less than three, shall constitute the Executive Committee for such special meeting, and the vote of a majority of the Committee as so constituted shall suffice for the transaction of business. Executive Committee meetings may be held through use of conference telephone or similar communications equipment, so long as all members participating in such meetings can hear and understand one another.
Section 3. Other Committees. The Board of Directors may appoint, from time to time, from its own members, committees of one or more persons, for such purposes and with such powers as the Board may determine. Members of such committees may participate in meetings of those committees through use of conference telephone or similar communications equipment, so long as all members participating in such meetings can hear and understand one another. Each such committee shall keep minutes of its meetings, and such minutes shall be submitted at the next regular meeting of the Board of Directors, and any action taken by the Board with respect thereto shall be entered into the minutes of the Board. Committees composed of non-members of the Board may also be appointed to consult with the members regularly or from time to time under such rules as the Board may determine but in no event may such committees have the power of final decision in matters concerning the business of the Association.
ARTICLE IV
Officers and Agents
Section 1. Chair. The Board of Directors shall appoint one of its members to be Chair of the Association. The Chair shall have general executive powers as well as the specific powers conferred by these By-laws. The Chair shall preside at meetings of the shareholders and at meetings of the Board of Directors and the Executive Committee.
Section 2. Chief Executive Officer. The Board of Directors may appoint a Chief Executive Officer of the Association. The Chief Executive Officer shall have general executive powers as well as the specific powers conferred by these By-laws. The Chief Executive Officer shall also have such powers and duties as may from time to time be assigned by the Board of Directors. In addition, the Board of Directors may delegate to the Chief Executive Officer the authority to appoint Senior Vice Presidents, excluding Functionally Designated Officers, if a Senior Vice President’s appointment occurs outside of the Annual Organizational Meeting and provided that the Board ratifies each interim appointment of Senior Vice Presidents during its Annual
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Organizational Meeting. In the absence of the Chair, the Chief Executive Officer shall exercise their respective powers and duties and shall preside at meetings of the shareholders, the Board of Directors, and the Executive Committee. The Board of Directors shall appoint the Chief Executive Officer to be a member of the Board of Directors.
Section 3. President. The Board of Directors may appoint a President of the Association. The President shall have general executive powers as well as the specific powers conferred by these By-laws. In the absence of the Chief Executive Officer, the President shall exercise the powers and duties of the Chief Executive Officer of the Association, including the powers and duties related to meetings of the Board of Directors and the Executive Committee.
Section 4. Vice Chairs. The Board of Directors may appoint one or more Vice Chairs of the Association. In the absence of the Chair, the Chief Executive Officer and the President, and, in the order of their appointment to the office, the Vice Chairs shall exercise the powers and duties of the Chief Executive Officer related to meetings of the Board of Directors and the Executive Committee and the powers and duties of the Chair related to meetings of the shareholders. Each Vice Chair shall have general executive powers as well as the specific powers conferred by these By-laws. Each of them shall also have such powers and duties as may from time to time be assigned by the Board of Directors, the Chair, the Chief Executive Officer or the President.
Section 5. Executive Vice Presidents. The Board of Directors may appoint one or more Executive Vice Presidents of the Association, each of whom shall have supervision of such major group or other administrative unit of the Association, or such other primary responsibilities, as may from time to time be established and defined by the Board of Directors, the Chair, the Chief Executive Officer, the President, or any Vice Chair. Each Executive Vice President shall have general executive powers as well as the specific powers conferred by these By-laws. Each Executive Vice President shall also have such further powers and duties as may from time to time be assigned by the Board of Directors, the Chair, the Chief Executive Officer, the President, or any Vice Chair.
Section 6. Senior Vice Presidents. The Board of Directors may appoint one or more Senior Vice Presidents of the Association. Each Senior Vice President shall have general executive powers as well as the specific powers conferred by these By-laws. They shall also have such further powers and duties as may from time to time be assigned by the Board of Directors, the Chair, the Chief Executive Officer, the President, or any Vice Chair.
Section 7. Secretary. The Board of Directors shall appoint a Secretary who shall keep accurate minutes of meetings of the shareholders, the Board of Directors, and the Executive Committee of the Board. The Secretary shall attend to the giving of all notices required by these By-laws to be given. The Secretary shall be custodian of the corporate seal, records, documents, and papers of the Association. The Secretary shall have and may exercise any and all other powers and duties pertaining by law or regulation to the office of Secretary, or imposed by these By-laws. The Secretary shall also have such further powers and duties as may from time to time be assigned by the Board of Directors, the Chair, the Chief Executive Officer, the President, or any Vice Chair. The Secretary may appoint one or more Assistant Secretaries with such powers and duties as the Board of Directors, the Chair, the Chief Executive Officer, the President, any Vice Chair, or the Secretary shall, from time to time, determine.
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Section 8. Treasurer. The Treasurer shall have the powers attendant to the office of Treasurer. The Treasurer shall also have such further powers and duties as may from time to time be assigned by the Board of Directors, the Chair, the Chief Executive Officer, the President, or any Vice Chair.
Section 9. Chief Auditor. The Board of Directors shall appoint a Chief Auditor who shall be the chief auditing officer of the Association. The Chief Auditor shall continuously examine the affairs of the Association, and shall report to the Board of Directors. The Chief Auditor shall have and may exercise the powers and duties as from time to time may be conferred upon, or assigned by the Board of Directors. Subject to the authority granted to the Chief Auditor by the Board of Directors, the Chief Auditor may also appoint, dismiss, and fix the salaries of one or more Vice Presidents, Assistant Vice Presidents, Managers, and Assistant Managers, and such other officers in the Chief Auditor’s Division as, from time to time, appear to be required or desirable.
Section 10. Vice Presidents. The Board of Directors may appoint one or more Vice Presidents of the Association. Each Vice President appointed by the Board of Directors shall have specific powers conferred by these By-laws and such further powers, duties and areas of supervision as may from time to time be assigned by the Board of Directors, the Chair, the Chief Executive Officer, the President, or any Vice Chair. In addition, the Board of Directors may delegate to officers of the rank of Executive Vice President or Senior Vice President or higher the authority to appoint, dismiss and fix salaries to be paid Vice Presidents within the respective officers’ areas of supervision. The Vice Presidents so appointed shall have such powers and duties as may, from time to time, be conferred upon or assigned to them by (i) the Board of Directors, the Chair, the Chief Executive Officer, the President or any Vice Chair, or (ii) the appointing officer to the extent such powers and duties so conferred or assigned are within such appointing officer’s area of supervision.
Section 11. Other Officers. The Board of Directors may establish senior officer positions equivalent to and having duties and powers the same as those officers mentioned in the preceding Sections of this Article IV. The Board of Directors may also appoint one or more Assistant Vice Presidents, Managers, Assistant Managers, and such other officers as, from time to time, may appear to the Board of Directors to be required or desirable to transact the business of the Association. In addition, the Board of Directors may delegate to officers of the rank of Executive Vice President or Senior Vice President or higher the authority to appoint, dismiss, and to fix the salaries to be paid to any such officers other than officers in the Chief Auditor’s Division, within the respective officer’s area of supervision. The officers so appointed shall have such powers and duties as may, from time to time, be conferred upon or assigned to them by (i) the Board of Directors, the Chair, the Chief Executive Officer, the President or any Vice Chair, or (ii) the appointing officer to the extent such powers and duties so conferred or assigned are within such appointing officer’s area of supervision.
Section 12. Attorneys-in-Fact. The Board of Directors may appoint one or more attorneys-in-fact as, from time to time, may appear to the Board of Directors to be required or desirable to transact the business of the Association. Subject to the authority of the Board of Directors, the Chair, the Chief Executive Officer, the President, any Vice Chair, any Executive Vice President or any Senior Vice President may appoint, dismiss and fix the compensation to be paid to such
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attorneys-in-fact (including third-party attorneys-in-fact who are not employed by the Association or by any affiliated corporate entity). In the case of any Vice President designated as Citigroup Country Officer (“CCO”), said CCO may appoint, dismiss and fix the compensation to be paid to such attorneys-in-fact in accordance with, and limited to, the powers granted to them pursuant to their respective CCO Powers of attorney. The attorneys-in-fact appointed pursuant to this Section 12 shall exercise such powers and perform such duties as may, from time to time, be conferred upon them by Power of Attorney.
Section 13. Tenure of Office. All officers appointed by the Board of Directors, or under its authority, shall hold office at the pleasure of the Board.
ARTICLE V
Domestic Branches
Section 1. Establishment. The Association shall have the power to establish, to discontinue, or, from time to time to change the location of, any domestic branch, subject to such limitations as from time to time may be provided by law, and pursuant to its policies and procedures, and pursuant to such other requirements as the Board may direct.
Section 2. Management. Subject to the general supervision and control of the Board of Directors, the Chair, the Chief Executive Officer, the President, any Vice Chair, any Executive Vice President, and any Senior Vice President, the affairs of the domestic branches shall be under the immediate supervision and control of such officer as the Board, the Chair, the Chief Executive Officer, or the President may designate and subject to such rules and regulations as such officer shall promulgate from time to time; and such officer is authorized to assign to any domestic branch such officers, agents, and employees as the assigning officer may deem necessary to conduct the business thereof, and to reassign them as such officer may find proper and to discontinue, or, from time to time to change the location of, any domestic branch, subject to such limitations as from time to time may be provided by law.
ARTICLE VI
Foreign Branches
Section 1. Establishment. The Association shall have the power to establish, to discontinue, or, from time to time, to change the location of, any branch or representative office in a foreign country (or jurisdiction) or in a dependency of the United States of America, subject to such limitations as from time to time may be provided by law, and pursuant to its policies and procedures, and pursuant to such other requirements as the Board may direct.
The approval of the Board of Directors shall be required for the establishment of a branch, representative office, or subsidiary that creates a direct or indirect Association presence in a foreign country (or jurisdiction) or in a dependency of the United States of the America where the Association does not maintain any branch, representative office, or subsidiary at the time of such establishment. The approval of the Board of Directors shall also be required for the conversion of a branch or representative office into a subsidiary.
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Section 2. Management. Subject to the general supervision and control of the Board of Directors, the Chair, the Chief Executive Officer, the President, any Vice Chair, any Executive Vice President, and any Senior Vice President, the affairs of the foreign branches shall be under the immediate supervision and control of such officer as the Board, the Chair, the Chief Executive Officer, or the President may designate and subject to such rules and regulations as such officer shall promulgate from time to time; and such officer is authorized to assign to any foreign branch such officers, agents, and employees as the assigning officer may deem necessary to conduct the business thereof, and to reassign them as such officer may find proper and to discontinue, or, from time to time to change the location of, any foreign branch, subject to such limitations as from time to time may be provided by law.
Section 3. Custody of Funds. The funds of each branch shall be kept in the custody of the officer, manager, or other agent-in-charge thereof, or in such depositories as such person may select, subject to the approval of such officer as may have supervision over the foreign branches of the Association.
Section 4. Books, Reports, and Fiscal Periods. At each branch, the officer, manager or other agent-in-charge thereof shall keep or cause to be kept, full and regular books of account, which shall at all times be open to inspection by the Association, through its proper officers or accountants or by the proper officers of the Government of the United States of America. All the transactions of the Association at the several branches shall be reported promptly to the Association by the officer, manager or other agent-in-charge thereof. Such officer as may have supervision over the foreign branches of the Association, may from time to time specify with respect to each branch the fiscal periods for ascertainment or remittance of profits and, generally, for its accounting purposes.
ARTICLE VII
Fiduciary Powers
Section 1. Assignment of Fiduciary Powers. All fiduciary powers of the Association shall be exercised, subject to such regulations as the Office of the Comptroller of the Currency shall from time to time establish, by one or more Directors, officers, employees or committees as the Board of Directors shall from time to time determine.
Section 2. Authentication and Signature of Instruments. All authentications or certificates by the Association, as Trustee under any mortgage, deed of trust or other instrument securing bonds, debentures, notes, or other obligations of any corporation, and all certificates as Registrar or Transfer Agent and all certificates of deposit for stocks and bonds, and interim certificates and trust certificates, may be signed or countersigned in behalf of the Association by the Chair, the Chief Executive Officer, the President, any Vice Chair, any Executive Vice President, any Senior Vice President, the Secretary, any Vice President, or anyone holding a position equivalent to the foregoing pursuant to provisions of these By-laws, any Assistant Vice President, any Manager, any Senior Trust Officer, any Assistant Manager, any Trust Officer, or any officer with rank equivalent to any of the foregoing as may be designated by the Secretary, or by any other person appointed for that purpose by the Board of Directors or pursuant to these By-laws. Any such signature or countersignature may be executed and delivered as a physical wet-ink signature or via facsimile or digital scan of the same, or by such other means and method as allowable under applicable governing law.
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ARTICLE VIII
Stock and Stock Certificates
Section 1. Transfers. Shares of stock shall be transferable on the books of the Association, and transfer books shall be kept in which all transfers of stock shall be recorded. Every person becoming a shareholder by such transfer shall, in proportion to their shares, succeed to all the rights and liabilities of the prior holder of such shares. The Board of Directors may, in its discretion, appoint responsible banks or trust companies in such city or cities as the Board may deem advisable, from time to time, to act as transfer agents or co-transfer agents and registrars or co-registrars of the stock of the Association.
Section 2. Stock Certificates. Certificates of stock shall bear the signature of either the Chair, the Chief Executive Officer, President, Chief Financial Officer or Treasurer (which may be engraved, printed or impressed) and shall either (a) bear the engraved, printed or impressed signature of the Secretary, be countersigned manually by a duly authorized transfer agent or co-transfer agent of the stock of the Association and be registered by a duly appointed registrar or co-registrar of the stock of the Association, or (b) be signed manually by the Secretary or by any Assistant Secretary or officer designated as an Authorized Officer of the Association and countersigned by any other Assistant Secretary or officer designated as an Authorized Officer, and, in either case the seal of the Association shall be engraved, printed or impressed thereon. Each certificate shall recite on its face that the stock represented thereby is transferable only upon the books of the Association by the holder thereof or their attorney, upon surrender of the certificate properly endorsed.
Section 3. Record Date and Closing Transfer Books. The Board of Directors may prescribe a period of not more than thirty days during which no transfer of shares of stock on the books of the Association may be made or in lieu thereof may fix a record date and hour, for the purpose of determining the shareholders entitled to any dividend or distribution, or to notice respecting any meeting of the shareholders or any matter as to which the consent or dissent of shareholders may effectively be expressed without a meeting, and to vote or otherwise act at such meeting or concerning such matter. Any record date thus fixed shall not be prior to the date of declaration of such dividend or distribution or giving notice to the shareholders respecting such meeting or matter, nor shall it be more than thirty days prior to the date fixed for such meeting or expression of such consent or dissent.
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ARTICLE IX
Corporate Seal
The Secretary or any Assistant Secretary, or other officer thereunto designated by the Secretary, shall have authority to affix the corporate seal to any document requiring such seal, and to attest the same. Such seal, effective as of January 1, 2016, shall be substantially in the following form:
ARTICLE X
Miscellaneous Provisions
Section 1. Fiscal Year. The fiscal year of the Association shall be the calendar year.
Section 2. Execution of Instruments. All agreements, indentures, mortgages, deeds, conveyances, transfers, certificates, declarations, receipts, discharges, releases, satisfactions, settlements, petitions, schedules, accounts, affidavits, bonds, undertakings, proxies and other instruments or documents, may be signed, executed, acknowledged, verified, delivered or accepted in behalf of the Association by the Chair, the Chief Executive Officer, the President, any Vice Chair, or any Executive Vice President, or any Senior Vice President, or the Secretary, or the Chief Auditor, or any Vice President, or anyone holding a position equivalent to the foregoing pursuant to provisions of these By-laws, or, if in connection with the exercise of any of the fiduciary powers of the Association, by any of said officers or by any Senior Trust Officer. Any such instruments may also be executed, acknowledged, verified, delivered or accepted in behalf of the Association in such other manner and by such other officers as the Board of Directors may from time to time direct. The provisions of this Section 2 are supplementary to any other provisions of these By-laws.
Section 3. Records. The Articles of Association, the By-laws and the proceedings of all meetings of the shareholders, the Board of Directors, the Executive Committee, and other standing committees of the Board, shall be recorded in appropriate minute books provided for the purpose. The minutes of each meeting shall be signed by the Secretary or other officer appointed to act as Secretary of the meeting.
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Section 4. Banking Hours. The Head Office of the Association and its branch offices shall be open for business on such days and during such hours as the Association shall establish from time to time consistent with applicable law.
Section 5. Corporate Governance Procedures. To the extent not inconsistent with applicable federal banking statutes, the Association has elected to follow the corporate governance procedures contained in the Delaware General Corporation Law.
ARTICLE XI
By-laws
Section 1. Inspection. A copy of the By-laws, with all amendments thereto, shall at all times be kept in a convenient place at the Head Office of the Association, and shall be open for inspection to all shareholders, during banking hours.
Section 2. Amendments. These By-laws may be amended, altered or repealed, at any meeting of the Board of Directors, by a vote of a majority of the whole number of the Directors.
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| CONSOLIDATED BALANCE SHEET |
Citigroup Inc. and Subsidiaries | |||||||
| December 31, | ||||||||
| In millions of dollars | 2025 | 2024 | ||||||
| Assets |
||||||||
| Cash and due from banks (including segregated cash and other deposits) |
$ | 23,717 | $ | 22,782 | ||||
| Deposits with banks, net of allowance |
325,862 | 253,750 | ||||||
| Securities borrowed and purchased under agreements to resell (including $206,110 and $140,855 as of December 31, 2025 and 2024, respectively, at fair value), net of allowance |
356,195 | 274,062 | ||||||
| Brokerage receivables, net of allowance |
62,679 | 50,841 | ||||||
| Trading account assets (including $228,816 and $193,291 pledged to creditors as of December 31, 2025 and 2024, respectively) |
537,139 | 442,747 | ||||||
| Investments: |
||||||||
| Available-for-sale debt securities (including $4,931 and $5,389 pledged to creditors as of December 31, 2025 and 2024, respectively) |
246,720 | 226,876 | ||||||
| Held-to-maturity debt securities, net of allowance (fair value of which is $179,520 and $224,410 as of December 31, 2025 and 2024, respectively) (includes $70 and $0 pledged to creditors as of December 31, 2025 and 2024, respectively) |
189,831 | 242,382 | ||||||
| Equity securities (including $921 and $578 as of December 31, 2025 and 2024, respectively, at fair value) |
7,678 | 7,399 | ||||||
|
|
|
|
|
|||||
| Total investments |
$ | 444,229 | $ | 476,657 | ||||
| Loans: |
||||||||
| Consumer (including $51 and $281 as of December 31, 2025 and 2024, respectively, at fair value) |
408,533 | 393,102 | ||||||
| Corporate (including $6,804 and $7,759 as of December 31, 2025 and 2024, respectively, at fair value) |
343,697 | 301,386 | ||||||
|
|
|
|
|
|||||
| Loans, net of unearned income |
$ | 752,230 | $ | 694,488 | ||||
| Allowance for credit losses on loans (ACLL) |
(19,247 | ) | (18,574 | ) | ||||
|
|
|
|
|
|||||
| Total loans, net |
$ | 732,983 | $ | 675,914 | ||||
| Goodwill |
19,098 | 19,300 | ||||||
| Intangible assets (including MSRs of $759 and $760 as of December 31, 2025 and 2024, respectively) |
4,284 | 4,494 | ||||||
| Premises and equipment, net of depreciation and amortization |
33,339 | 30,192 | ||||||
| Other assets (including $15,840 and $13,703 as of December 31, 2025 and 2024, respectively, at fair value), net of allowance |
117,677 | 102,206 | ||||||
|
|
|
|
|
|||||
| Total assets |
$ | 2,657,202 | $ | 2,352,945 | ||||
|
|
|
|
|
|||||
| CONSOLIDATED BALANCE SHEET (Continued) |
Citigroup Inc. and Subsidiaries | |||||||
| December 31, | ||||||||
| In millions of dollars, except shares and par value per share amounts | 2025 | 2024 | ||||||
| Liabilities |
||||||||
| Deposits (including $4,222 and $3,608 as of December 31, 2025 and 2024, respectively, at fair value) |
$ | 1,403,573 | $ | 1,284,458 | ||||
| Securities loaned and sold under agreements to repurchase (including $199,422 and $49,154 as of December 31, 2025 and 2024, respectively, at fair value) |
348,098 | 254,755 | ||||||
| Brokerage payables (including $5,492 and $5,207 as of December 31, 2025 and 2024, respectively, at fair value) |
74,836 | 66,601 | ||||||
| Trading account liabilities |
162,798 | 133,846 | ||||||
| Short-term borrowings (including $21,567 and $12,484 as of December 31, 2025 and 2024, respectively, at fair value) |
51,878 | 48,505 | ||||||
| Long-term debt (including $130,726 and $112,719 as of December 31, 2025 and 2024, respectively, at fair value) |
315,827 | 287,300 | ||||||
| Other liabilities, plus allowances |
86,370 | 68,114 | ||||||
|
|
|
|
|
|||||
| Total liabilities |
$ | 2,443,380 | $ | 2,143,579 | ||||
|
|
|
|
|
|||||
| Stockholders’ equity |
||||||||
| Preferred stock ($1.00 par value; authorized shares: 30 million), issued shares: as of December 31, 2025—802,000 and as of December 31, 2024—714,000, at aggregate liquidation value |
$ | 20,050 | $ | 17,850 | ||||
| Common stock ($0.01 par value; authorized shares: 6 billion), issued shares: as of December 31, 2025—3,099,752,593 and as of December 31, 2024—3,099,719,006 |
31 | 31 | ||||||
| Additional paid-in capital |
108,452 | 109,117 | ||||||
| Retained earnings |
215,128 | 206,294 | ||||||
| Treasury stock, at cost: December 31, 2025—1,352,205,592 shares and December 31, 2024—1,222,647,540 shares |
(89,473 | ) | (76,842 | ) | ||||
| Accumulated other comprehensive income (loss) (AOCI) |
(41,897 | ) | (47,852 | ) | ||||
|
|
|
|
|
|||||
| Total Citigroup stockholders’ equity |
$ | 212,291 | $ | 208,598 | ||||
| Noncontrolling interests |
1,531 | 768 | ||||||
|
|
|
|
|
|||||
| Total equity |
$ | 213,822 | $ | 209,366 | ||||
|
|
|
|
|
|||||
| Total liabilities and equity |
$ | 2,657,202 | $ | 2,352,945 | ||||
|
|
|
|
|
|||||
The Notes to the Consolidated Financial Statements are an integral part of these Consolidated Financial Statements.
Exhibit 99.1
LETTER OF TRANSMITTAL
Relating to the
Agilent Technologies, Inc.
Offer to Exchange
Up to $600,000,000 Principal Amount Outstanding of
Unregistered 4.900% Senior Notes due 2032
(CUSIP Nos.: 00846U AS0, U0084U AA7)
for
a Like Principal Amount of
4.900% Senior Notes due 2032
which have been registered under the Securities Act of 1933
(CUSIP No.: 00846U AT8)
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON SEPTEMBER 30, 2026, UNLESS EXTENDED OR EARLIER TERMINATED BY THE COMPANY (AS DEFINED BELOW) (SUCH DATE AND TIME, AS IT MAY BE EXTENDED OR EARLIER TERMINATED , THE “EXPIRATION DATE”). TENDERS MAY BE WITHDRAWN AT OR PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
The Exchange Agent For The Exchange Offer Is:
Citibank, N.A.
| By Hand, By Mail or Overnight Delivery: | By Email or Facsimile Transmission (for Eligible Institutions Only): | |
| Citibank, N.A., as Exchange Agent 388 Greenwich Street New York, New York 10013 Attn: Agency & Trust |
Email: tyler.jacobsen@citi.com
To Confirm by Telephone or for Information Call: (973) 461-7127 | |
Delivery of this Letter of Transmittal to an address, or transmission via facsimile, other than as set forth above will not constitute a valid delivery. The instructions contained herein should be read carefully before this Letter of Transmittal is completed.
HOLDERS WHO WISH TO BE ELIGIBLE TO RECEIVE EXCHANGE NOTES FOR THEIR ORIGINAL NOTES PURSUANT TO THE EXCHANGE OFFER MUST VALIDLY TENDER (AND NOT WITHDRAW) THEIR ORIGINAL NOTES TO THE EXCHANGE AGENT AT OR PRIOR TO THE EXPIRATION DATE.
By execution hereof, the undersigned acknowledges receipt of the preliminary prospectus (as amended from time to time, the “Prospectus”), dated September 1, 2026, of Agilent Technologies, Inc., a Delaware corporation (“Agilent” or the “Company”), which, together with this Letter of Transmittal and the instructions hereto (the “Letter of Transmittal”), constitutes the Company’s offer (the “Exchange Offer”) to exchange an aggregate principal amount of up to $600,000,000 of its 4.900% Senior Notes due 2032 (CUSIP No.: 00846U AT8) (the “Exchange Notes”) that have been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to a Registration Statement of which the Prospectus constitutes a part, for an equal principal amount of its outstanding unregistered 4.900% Senior Notes due 2032 (CUSIP Nos.: 00846U AS0, U0084U AA7) (the “Original Notes”), upon the terms and subject to the conditions set forth in the Prospectus. Capitalized terms used but not defined herein shall have the same meaning given to them in the Prospectus.
The Company has agreed that, starting on the Expiration Date and ending on the close of business on the day that is 90 days following the Expiration Date, it will make the Prospectus available to any broker-dealer for use in connection with any resale.
Each holder of Original Notes wishing to participate in the Exchange Offer, except holders of Original Notes executing their tenders through the Automated Tender Offers Program (“ATOP”) procedures of The Depository Trust Company (“DTC”), should complete, sign and submit this Letter of Transmittal to the Exchange Agent, Citibank, N.A., at or prior to the Expiration Date.
This Letter of Transmittal may be used to participate in the Exchange Offer if Original Notes are to be tendered by effecting a book-entry transfer into the Exchange Agent’s account at DTC and instructions are not being transmitted through ATOP, for which the Exchange Offer is eligible. Unless you intend to tender your Original Notes through ATOP, you should complete, execute and deliver this Letter of Transmittal to indicate the action you desire to take with respect to the Exchange Offer.
Holders of Original Notes tendering by book-entry transfer to the Exchange Agent’s account at DTC may execute tenders through ATOP, for which the Exchange Offer is eligible. Financial institutions that are DTC participants may execute tenders through ATOP by transmitting acceptance of the Exchange Offer to DTC at or prior to the Expiration Date. DTC will verify acceptance of the Exchange Offer, execute a book-entry transfer of the tendered Original Notes into the account of the Exchange Agent at DTC and send to the Exchange Agent a “book-entry confirmation”, which shall include an agent’s message. An “agent’s message” is a message, transmitted by DTC to, and received by, the Exchange Agent and forming part of a book-entry confirmation, which states that DTC has received an express acknowledgement from a DTC participant tendering Original Notes that the participant has received and agrees to be bound by the terms of this Letter of Transmittal as an undersigned hereof and that the Company may enforce such agreement against the participant. Delivery of the agent’s message by DTC will satisfy the terms of the Exchange Offer as to execution and delivery of a Letter of Transmittal by the DTC participant identified in the agent’s message. Accordingly, holders who tender their Original Notes through DTC’s ATOP procedures shall be bound by, but need not complete, this Letter of Transmittal.
If you are a beneficial owner that holds Original Notes through Euroclear or Clearstream, Luxembourg and wish to tender your Original Notes, you must instruct Euroclear or Clearstream, Luxembourg, as the case may be, to block the account in respect of the tendered Original Notes in accordance with the procedures established by Euroclear or Clearstream, Luxembourg. You are encouraged to contact Euroclear or Clearstream, Luxembourg directly to ascertain their procedures for tendering Original Notes.
Tenders of Original Notes will be accepted only in principal amounts of $2,000 and integral multiples of $1,000 in excess thereof. No alternative, conditional or contingent tenders will be accepted. Exchange Notes will be issued in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof.
Any holder that is a bank, broker, or other custodial entity holding Original Notes on behalf of more than one beneficial owner may submit to the Exchange Agent a list of the aggregate principal amount of Original Notes owned by each such beneficial owner, and the Exchange Agent, in determining the aggregate principal amount of Exchange Notes to be issued to such holder, will treat each such beneficial owner as a separate holder.
Holders that anticipate tendering other than through DTC are urged to contact promptly a bank, broker or other intermediary (that has the capability to hold securities custodially through DTC) to arrange for receipt of Exchange Notes to be delivered pursuant to the Exchange Offer and to obtain the information necessary to provide the required DTC participant with account information in this Letter of Transmittal.
Agilent reserves the right, in its sole discretion, to amend, at any time, the terms and conditions of the Exchange Offer, except for the condition that the registration statement of which the Prospectus forms a part is not subject to a stop order or any proceedings for that purpose. Agilent will give you notice of any applicable amendments, if required by applicable law. The term “Expiration Date” shall mean the latest time and date to which the Exchange Offer is extended.
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
The undersigned has completed, executed and delivered this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer.
The instructions included with this Letter of Transmittal must be followed. Questions and requests for assistance or for additional copies of the Prospectus or this Letter of Transmittal may be directed to the Exchange Agent.
HOLDERS WHO WISH TO ACCEPT AN EXCHANGE OFFER AND TENDER THEIR ORIGINAL NOTES MUST COMPLETE THIS LETTER OF TRANSMITTAL IN ITS ENTIRETY. YOU MUST SIGN THIS LETTER OF TRANSMITTAL IN THE APPROPRIATE SPACE PROVIDED, WITH SIGNATURE GUARANTEE IF REQUIRED, AND COMPLETE THE FORM W-9 (OR IRS FORM W-8, AS APPLICABLE), AS SET FORTH BELOW.
TENDER OF ORIGINAL NOTES
To effect a valid tender of Original Notes through the completion, execution and delivery of this Letter of Transmittal, the undersigned must complete the tables below entitled “Method of Delivery” and “Description of Original Notes” and sign this Letter of Transmittal where indicated.
Exchange Notes will be delivered in book-entry form through DTC and only to the DTC account of the undersigned or the undersigned’s custodian, as specified in the table below entitled “Method of Delivery”.
We have not provided guaranteed delivery procedures in conjunction with the Exchange Offer or under any of the Prospectus or other materials provided therewith.
Failure to provide the information necessary to effect delivery of Exchange Notes will render such holder’s tender defective, and Agilent will have the right, which it may waive, to reject such tender without notice.
METHOD OF DELIVERY
| ☐ | CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC. |
PROVIDE BELOW THE NAME OF THE DTC PARTICIPANT AND PARTICIPANT’S ACCOUNT NUMBER IN WHICH THE TENDERED ORIGINAL NOTES ARE HELD AND/OR THE CORRESPONDING EXCHANGE NOTES ARE TO BE DELIVERED.
Name of Tendering Institution:
DTC Book-Entry Account No.:
Transaction Code No.:
| ☐ | CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. |
Name:
Address:
List below the Original Notes to which this Letter of Transmittal relates. If the space provided below is inadequate, the numbers and principal amount at maturity of Original Notes should be listed on a separate signed schedule affixed hereto.
| DESCRIPTION OF ORIGINAL NOTES |
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| DTC Participant Name(s), Number(s) and Address(es) of Holder(s) (Please fill in, if blank) |
Title of Security |
CUSIP Number |
Total Principal Amount Held |
Aggregate Principal Amount Tendered (if less than all) * |
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| TOTAL PRINCIPAL AMOUNT OF ORIGINAL NOTES TENDERED |
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| * | Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of their Original Notes. The principal amount of Original Notes tendered hereby must be in minimum denominations of $2,000 and integral multiples of $1,000 thereafter. See Instruction 3. |
Note: Signatures must be provided below.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Company the aggregate principal amount of the Original Notes indicated above. Subject to, and effective upon, the acceptance for exchange of the Original Notes tendered hereby, the undersigned hereby sells, assigns and transfers to, or upon the order of, the Company, all right, title and interest in and to such Original Notes as are being tendered hereby upon the terms and subject to the conditions set forth in the preliminary prospectus dated September 1, 2026 (as amended from time to time, the “Prospectus”), receipt of which is acknowledged, and in this Letter of Transmittal. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent its agent and attorney-in-fact (with full knowledge that the Exchange Agent also acts as the agent of the Company and an affiliate of the Exchange Agent acts as Trustee under the Indenture for the Original Notes and the Exchange Notes) with respect to the tendered Original Notes with full power of substitution to (1) transfer ownership of such Original Notes on the account books maintained by DTC with all accompanying evidences of transfer and authenticity to, or upon the order of, the Company and (2) present such Original Notes for transfer on the books of the Company and receive all benefits and otherwise exercise all rights of beneficial ownership of such Original Notes, all in accordance with the terms of the Exchange Offer. The power of attorney granted in this paragraph shall be deemed irrevocable and coupled with an interest.
The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, sell, assign and transfer the Original Notes tendered hereby and that the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claim when the same are accepted by the Company. The undersigned hereby further represents that it is not an “affiliate”, as defined in Rule 405 under the Securities Act of 1933, as amended (the “Securities Act”), of the Company, that any Exchange Notes to be received by it will be acquired in the ordinary course of business and that at the time of commencement of the Exchange Offer, it is not participating, does not intend to participate, and has no arrangement or understanding with any person to participate in a distribution of the Exchange Notes.
In addition, if the undersigned is a broker-dealer, the undersigned represents that it acquired the Exchange Notes in the ordinary course of its business, it is not engaged in, and does not intend to engage in, a distribution of the Exchange Notes and it has no arrangements or understandings with any person to participate in a distribution of the Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange Notes for its own account in exchange for Original Notes, it represents that the Original Notes to be exchanged for Exchange Notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus in connection with any resale of such Exchange Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an “underwriter” within the meaning of the Securities Act.
The Company has agreed that, subject to the provisions of the Registration Rights Agreement, dated as of June 25, 2026, the Prospectus, as it may be amended or supplemented from time to time, may be used by a participating broker-dealer (as defined below) in connection with resales of Exchange Notes received in exchange for Original Notes, where such Original Notes were acquired by such participating broker-dealer for its own account as a result of market-making activities or other trading activities, for a period ending 90 days after the Expiration Date or, if earlier, when all such Exchange Notes have been disposed of by such participating broker-dealer. In that regard, each broker-dealer who acquired Original Notes for its own account as a result of market-making or other trading activities (a “participating broker-dealer”), by tendering such Original Notes and executing this Letter of Transmittal, agrees that, upon receipt of notice from the Company of the occurrence of any event or the discovery of any fact which makes any statement contained or incorporated by reference in the Prospectus untrue in any material respect or which causes the Prospectus to omit to state a material fact necessary in order to make the statements contained or incorporated by reference therein, in light of the circumstances under which they were made, not misleading, or of the occurrence of certain other events specified in the Registration Rights Agreement, such participating broker-dealer will suspend the sale of Exchange Notes pursuant to the Prospectus until the Company has amended or supplemented the Prospectus to correct such misstatement or omission and has furnished copies of the amended or supplemented Prospectus to the participating broker-dealer or the Company has given notice that the sale of the Exchange Notes may be resumed, as the case may be. If the Company gives such notice to suspend the sale of the Exchange Notes, it shall extend the 90-day period referred to above during which participating broker-dealers are entitled to use the Prospectus in connection with the resale of Exchange Notes by the number of days during the period from and including the date of the giving of such notice to and including the date when participating broker-dealers shall have received copies of the supplemented or amended Prospectus necessary to permit resales of the Exchange Notes or to and including the date on which the Company has given notice that the sale of Exchange Notes may be resumed, as the case may be.
The undersigned also acknowledges that the Exchange Offer is being made by the Company based upon the Company’s understanding of an interpretation by the staff of the Securities and Exchange Commission (the “Commission”) as set forth in no-action letters issued to third parties, that the Exchange Notes issued in exchange for the Original Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by holders thereof, without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that: (1) such holders are not affiliates of the Company within the meaning of Rule 405 under the Securities Act; (2) such Exchange Notes are acquired in the ordinary course of such holders’ business; (3) such holders are not engaged in, and do not intend to engage in, a distribution of such Exchange Notes and have no arrangement or understanding with any person to participate in the distribution of such Exchange Notes; and (4) such holders are not broker-dealers tendering Original Notes that have been acquired from the Company for their own account. However, the staff of the Commission has not considered the Exchange Offer in the context of a no-action letter, and there can be no assurance that the staff of the Commission would make a similar determination with respect to the Exchange Offer as in other circumstances. If a holder of Original Notes is an affiliate of the Company, acquires the Exchange Notes other than in the ordinary course of such holder’s business or is engaged in or intends to engage in a distribution of the Exchange Notes or has any arrangement or understanding with respect to the distribution of the Exchange Notes to be acquired pursuant to the Exchange Offer, such holder could not rely on the applicable interpretations of the staff of the Commission and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction.
The undersigned will, upon request, execute and deliver any additional documents deemed by the Company to be necessary or desirable to complete the sale, assignment and transfer of the Original Notes tendered hereby. All authority conferred or agreed to be conferred in this Letter of Transmittal and every obligation of the undersigned hereunder shall be binding upon the successors, assigns, heirs, executors, administrators, trustees in bankruptcy and legal representatives of the undersigned and shall not be affected by, and shall survive, the death or incapacity of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in “The Exchange Offer — Withdrawal of Tenders” section of the Prospectus.
For purposes of the Exchange Offer, the Company shall be deemed to have accepted validly tendered Original Notes when and if the Company has given oral or written notice thereof to the Exchange Agent.
Unless otherwise indicated under “Special Issuance Instructions”, the undersigned hereby requests that the Exchange Agent credit the DTC account specified in the table entitled “Description of Original Notes”, for any book-entry transfers of Original Notes not accepted for exchange. If the “Special Issuance Instructions” are completed, the undersigned hereby requests that the Exchange Agent credit the DTC account indicated therein for any book-entry transfers of Original Notes not accepted for exchange, in the name of the person or account indicated under “Special Issuance Instructions”. The undersigned recognizes that the Company has no obligation pursuant to the “Special Issuance Instructions” to transfer any Original Notes from the name of the registered holder(s) thereof if the Company does not accept for exchange any of the Original Notes so tendered.
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED “DESCRIPTION OF ORIGINAL NOTES” ABOVE AND SIGNING THIS LETTER OF TRANSMITTAL, WILL BE DEEMED TO HAVE TENDERED THE ORIGINAL NOTES AS SET FORTH IN SUCH BOX ABOVE.
SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 2, 4 AND 5)
To be completed ONLY if Original Notes tendered by book-entry transfer that are not accepted for exchange are to be returned by credit to an account maintained at DTC other than the account indicated above.
| ☐ | Credit any unexchanged Original Notes delivered by book-entry transfer to DTC account number set forth below: | |||
| DTC Account Number: |
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| Name: |
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| (PLEASE PRINT OR TYPE) | ||||
| Address: |
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| (INCLUDE ZIP CODE) | ||||
| Tax Identification or Social Security No: _________________________________________________________ | ||||
IMPORTANT: This Letter of Transmittal or a facsimile hereof or an agent’s message in lieu thereof (together with a book-entry confirmation and all other required documents) must be received by the Exchange Agent at or prior to 5:00 p.m. New York City time, on the Expiration Date.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.
IN ORDER TO VALIDLY TENDER ORIGINAL NOTES FOR EXCHANGE, HOLDERS OF
ORIGINAL NOTES MUST COMPLETE, EXECUTE, AND DELIVER THE LETTER OF
TRANSMITTAL OR A PROPERLY TRANSMITTED AGENT’S MESSAGE.
PLEASE SIGN HERE
(To be Completed By All Tendering Holders of Original Notes, Other Than Holders Effecting Delivery Through ATOP)
By completing, executing and delivering this Letter of Transmittal, the undersigned hereby tenders to Agilent the principal amount of the Original Notes listed in the table entitled “Description of Original Notes”.
This Letter of Transmittal must be signed by the holder(s) of Original Notes exactly as such participant’s name appears on a security position listing as the owner of Original Notes, or by person(s) authorized to become registered Holder(s) by endorsements and documents transmitted with this Letter of Transmittal. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below under “Capacity” and submit evidence satisfactory to the Company of such person’s authority to so act. See Instruction 4 herein.
IF THE SIGNATURE APPEARING BELOW IS NOT OF THE REGISTERED HOLDER(S) OF THE ORIGINAL NOTES, THEN THE REGISTERED HOLDER(S) MUST SIGN A VALID PROXY, WHICH SIGNATURE MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION. THE PROXY MUST ACCOMPANY THIS LETTER OF TRANSMITTAL.
| X | Date: | |||
| X | Date: | |||
| Signature(s) of Holder(s) or Authorized Signatory | ||||
| Name(s): | Address | |||
| (Please Print) | (Including Zip Code) | |||
| Capacity (full title) | Area Code and Telephone No. | |||
SIGNATURE GUARANTEE
(Certain Signatures Must Be Guaranteed by an Eligible Institution – See Instruction 4 herein)
(Name of Eligible Institution Guaranteeing Signatures)
(Address (including zip code) and Telephone Number (including area code) of Firm)
(Authorized Signature)
(Printed Name)
(Title)
Dated___________
INSTRUCTIONS
Forming Part of the Terms and Conditions
of the Exchange Offer
| 1. | Delivery of this Letter of Transmittal. |
This Letter of Transmittal is to be completed by holders if tenders of Original Notes are to be made by book-entry transfer to the Exchange Agent’s account at DTC and instructions are not being transmitted through ATOP.
Confirmation of a book-entry transfer into the Exchange Agent’s account at DTC of all Original Notes delivered electronically, as well as a properly completed and duly executed Letter of Transmittal (or a manually signed facsimile thereof) or properly transmitted agent’s message, and any other documents required by this Letter of Transmittal, must be received by the Exchange Agent at its address set forth herein before the Expiration Date of the Exchange Offer.
Any financial institution that is a participant in DTC may electronically transmit its acceptance of the Exchange Offer by causing DTC to transfer Original Notes to the Exchange Agent in accordance with DTC’s ATOP procedures for such transfer at or prior to the Expiration Date. The Exchange Agent will make available its general participant account at DTC for the Original Notes for purposes of the Exchange Offer.
Delivery of a Letter of Transmittal to DTC will not constitute valid delivery to the Exchange Agent. No Letter of Transmittal should be sent to Agilent or DTC.
The method of delivery of this Letter of Transmittal and all other required documents, including delivery through DTC and any acceptance or agent’s message delivered through ATOP, is at the option and risk of the tendering holder. Delivery is not complete until the required items are actually received by the Exchange Agent. If you mail these items, we recommend that you (1) use registered mail properly insured with return receipt requested and (2) mail the required items in sufficient time to ensure timely delivery.
Any beneficial owner whose Original Notes are held by or in the name of a custodial entity such as a broker, dealer, commercial bank, trust company or other nominee should be aware that such custodial entity may have deadlines earlier than the Expiration Date for such custodial entity to be advised of the action that the beneficial owner may wish for the custodial entity to take with respect to the beneficial owner’s Original Notes. Accordingly, such beneficial owners are urged to contact any custodial entities through which such Original Notes are held as soon as possible in order to learn of the applicable deadlines of such entities.
Neither Agilent nor the Exchange Agent is under any obligation to notify any tendering holder of Agilent’s acceptance of tendered Original Notes at or prior to the expiration of the Exchange Offer.
| 2. | Delivery of Exchange Notes. |
Exchange Notes will be delivered only in book-entry form through DTC and only to the DTC account of the tendering holder or the tendering holder’s custodian. Accordingly, the appropriate DTC participant name and number (along with any other required account information) to permit such delivery must be provided in the table entitled “Description of Original Notes”. Failure to do so will render a tender of Original Notes defective and Agilent will have the right, which it may waive, to reject such tender. Holders who anticipate tendering by a method other than through DTC are urged to promptly contact a bank, broker or other intermediary (that has the facility to hold securities custodially through DTC) to arrange for receipt of any Exchange Notes delivered pursuant to the Exchange Offer and to obtain the information necessary to complete the table.
| 3. | Amount of Tenders. |
Tenders of Original Notes will be accepted only in principal amounts of $2,000 and integral multiples of $1,000 in excess thereof. No alternative, conditional or contingent tenders will be accepted. Holders who tender less than all of their Original Notes must continue to hold Original Notes in the minimum authorized denomination of $2,000 principal amount.
| 4. | Signatures on this Letter of Transmittal; Instruments of Transfer; Guarantee of Signatures. |
For purposes of this Letter of Transmittal, the term “registered holder” means an owner of record as well as any DTC participant that has Original Notes credited to its DTC account. Except as otherwise provided below, all signatures on this Letter of Transmittal must be guaranteed by a recognized participant in the Securities Transfer Agents Medallion Program, the NYSE Medallion Signature Program or the Stock Exchange Medallion Program (each, a “Medallion Signature Guarantor”). Signatures on this Letter of Transmittal need not be guaranteed if:
| • | this Letter of Transmittal is signed by a participant in DTC whose name appears on a security position listing of DTC as the owner of the Original Notes and the holder(s) has/have not completed the box entitled “Special Issuance Instructions” on this Letter of Transmittal; or |
| • | the Original Notes are tendered for the account of an eligible institution. |
An eligible institution is one of the following firms or other entities identified in Rule 17Ad–15 under the Securities Exchange Act of 1934, as amended (as the terms are defined in such Rule):
| • | a bank; |
| • | a broker, dealer, municipal securities dealer, municipal securities broker, government securities dealer or government securities broker; |
| • | a credit union; |
| • | a national securities exchange, registered securities association or clearing agency; or |
| • | a savings institution that is a participant in a Securities Transfer Association recognized program. |
If Original Notes are registered in the name of a person other than the signer of this Letter of Transmittal or if Original Notes not accepted for exchange are to be returned to a person other than the registered holder, then the signatures on this Letter of Transmittal accompanying the tendered Original Notes must be guaranteed by a Medallion Signature Guarantor as described above.
If any of the Original Notes tendered are held by two or more registered holders, all of the registered holders must sign this Letter of Transmittal.
If a number of Original Notes registered in different names are tendered, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal as there are different registrations of such Original Notes.
If this Letter of Transmittal is signed by the registered holder or holders of the Original Notes (which term, for the purposes described herein, shall include a participant in DTC whose name appears on a security listing as the owner of the Original Notes) listed and tendered hereby, no endorsements of the tendered Original Notes or separate written instruments of transfer or exchange are required. In any other case, if tendering Original Notes, the registered holder (or acting holder) must either validly endorse the Original Notes or transmit validly completed bond powers with this Letter of Transmittal (in either case executed exactly as the name(s) of the registered holder(s) appear(s) on the Original Notes, and, with respect to a participant in DTC whose name appears on a security position listing as the owner of Original Notes, exactly as the name of such participant appears on such security position listing), with the signature on the Original Notes or bond power guaranteed by a Medallion Signature Guarantor (except where the Original Notes are tendered for the account of an eligible institution).
If Original Notes are to be tendered by any person other than the person in whose name the Original Notes are registered, the Original Notes must be endorsed or accompanied by an appropriate written instrument(s) of transfer executed exactly as the name(s) of the holder(s) appear on the Original Notes, with the signature(s) on the Original Notes or instrument(s) of transfer guaranteed by a Medallion Signature Guarantor, and this Letter of Transmittal must be executed and delivered either by the holder(s), or by the tendering person pursuant to a valid proxy signed by the holder(s), which signature must, in either case, be guaranteed by a Medallion Signature Guarantor.
Agilent will not accept any alternative, conditional, irregular or contingent tenders. By executing this Letter of Transmittal (or a facsimile thereof) or directing DTC to transmit an agent’s message, you waive any right to receive any notice of the acceptance of your Original Notes for exchange.
If this Letter of Transmittal or instruments of transfer are signed by trustees, executors, administrators, guardians or attorneys–in–fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and, unless waived by Agilent, evidence satisfactory to Agilent of their authority so to act must be submitted with this Letter of Transmittal.
Beneficial owners whose tendered Original Notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee must contact such broker, dealer, commercial bank, trust company or other nominee if such beneficial owners desire to tender such Original Notes.
| 5. | Special Issuance Instructions. |
Holders tendering Original Notes by book-entry transfer may request that Original Notes not exchanged be credited to such account maintained at DTC as such note holder may designate hereon. Tendering Holders of Original Notes should indicate in the box entitled “Special Issuance Instructions”, the DTC participant name and number, if different from the name or address or the DTC participant name and number, as the case may be, of the person signing this Letter of Transmittal. In the case of issuance in a different name, the employer identification or social security number of the person named also must be indicated. If no such instructions are given, such Original Notes not exchanged will be returned to the name and address or the account maintained at DTC, as the case may be, of the person signing this Letter of Transmittal.
| 6. | Transfer Taxes. |
Holders who tender their Original Notes for exchange will not be obligated to pay any transfer taxes in connection therewith. If, however, Exchange Notes are to be delivered to, or are to be issued in the name of, any person other than the registered holder of the Original Notes tendered hereby, or if tendered Original Notes are registered in the name of any person other than the person signing this Letter, or if a transfer tax is imposed for any reason other than the exchange of Original Notes in connection with the Exchange Offer, the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering holder.
Except as provided in this Instruction 6, it will not be necessary for transfer tax stamps to be affixed to the Original Notes specified in this Letter of Transmittal.
| 7. | Tax Identification Number and Backup Withholding. |
An exchange of Original Notes for Exchange Notes generally will not be treated as a taxable exchange or other taxable event for U.S. federal income tax purposes. In particular, no backup withholding or information reporting is required in connection with such an exchange. However, U.S. federal income tax law generally requires that payments of principal and interest on a note to a holder be subject to backup withholding unless such holder provides the payor with such holder’s correct Taxpayer Identification Number (“TIN”) on the Form W-9 below or otherwise establishes a basis for exemption. If such holder is an individual, the TIN is his or her social security number. If the payor is not provided with the current TIN or an adequate basis for an exemption, such tendering holder may be subject to a $50 penalty imposed by the Internal Revenue Service. In addition, such holder may be subject to backup withholding in an amount that is currently 24% of all reportable payments of principal and interest.
Certain holders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. See the enclosed Form W-9 for additional instructions.
To prevent backup withholding on reportable payments of principal and interest, each tendering holder of Original Notes should provide its correct TIN by completing the Form W-9 enclosed below, certifying (A) that the TIN provided is correct (or that such holder is awaiting a TIN), (B) that (i) the holder is exempt from backup withholding, (ii) the holder has not been notified by the Internal Revenue Service that such holder is subject to a backup withholding as a result of a failure to report all interest or dividends or (iii) the Internal Revenue Service has notified the holder that such holder is no longer subject to backup withholding and (C) that the holder is a U.S. person (including a U.S. resident alien). If the Original Notes are in more than one name or are not in the name of the actual owner, such holder should consult the General Instructions on Form W-9 for information on which TIN to report. If such holder does not have a TIN, such holder should consult the General Instructions on Form W-9 for instructions on applying for a TIN, and write “applied for” in lieu of its TIN. Note: writing “applied for” on the form means that such holder has already applied for a TIN or that such holder intends to apply for one in the near future. If a holder writes “applied for” on Form W-9, backup withholding at a rate currently of 24% will nevertheless apply to all reportable payments made by such holder. If such a holder furnishes its TIN to the Company within 60 calendar days, however, any amounts so withheld shall be refunded to such holder.
If the tendering holder of Original Notes is a nonresident alien or foreign entity not subject to backup withholding, such holder should give the Company a completed Form W-8BEN (Certificate of Foreign Status of Beneficial Owner for United States Tax Withholding), W-8BEN-E or other appropriate Form W-8. These forms may be obtained from the Exchange Agent or from the Internal Revenue Service’s website, www.irs.gov. If backup withholding applies, the payor will withhold the appropriate percentage (currently 24%) from payments to the payee. Backup withholding is not an additional Federal income tax. Rather, the Federal income tax liability of persons subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in overpayment of taxes, a refund may be obtained from the Internal Revenue Service.
| 8. | Waiver of Conditions. |
Agilent reserves the absolute right to amend or waive any of the conditions of the Exchange Offer enumerated in the Prospectus at any time and from time to time prior to the Expiration Date, except for the condition that the registration statement of which the Prospectus forms a part is not subject to a stop order or any proceedings for that purpose.
| 9. | Validity of Tenders; No Conditional Tenders. |
All questions as to the validity, form, eligibility (including time of receipt) and acceptance for exchange of any tender of Original Notes in connection with the Exchange Offer will be determined by Agilent, in its sole discretion, and Agilent’s determination will be final and binding. Agilent reserves the absolute right to reject any or all tenders not in proper form or the acceptance for exchange of which may, in the opinion of its counsel, be unlawful. Agilent also reserves the absolute right to waive any defect or irregularity in the tender of any Original Notes in the Exchange Offer, and its interpretation of the terms and conditions of the Exchange Offer (including the instructions in this Letter of Transmittal) will be final and binding on all parties. None of Agilent, the Exchange Agent, the Trustee under Agilent’s Indenture, or any other person will be under any duty to give notification of any defects or irregularities in tenders or incur any liability for failure to give any such notification.
Tenders of Original Notes involving any irregularities will not be deemed to have been made until such irregularities have been cured or waived. Original Notes received by the Exchange Agent in connection with the Exchange Offer that are not validly tendered and as to which the irregularities have not been cured or waived will be returned by the Exchange Agent to the DTC participant who delivered such Original Notes by crediting an account maintained at DTC designated by such DTC participant, in either case promptly after the Expiration Date of the Exchange Offer or the withdrawal or termination of the Exchange Offer.
No alternative, conditional, irregular or contingent tenders will be accepted. All tendering holders of Original Notes, by execution of this Letter of Transmittal or, in lieu thereof, a Book-Entry Acknowledgement, shall waive any right to receive notice of the acceptance of their Original Notes for exchange.
| 10. | Withdrawal. |
Tenders may be withdrawn only pursuant to the procedures and subject to the terms set forth in the Prospectus under the caption “The Exchange Offer — Withdrawal of Tenders”.
| 11. | Requests for Assistance or Additional Copies. |
Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent, at the address and telephone number indicated herein.
| Form W-9 (Rev. March 2024) Department of the Treasury Internal Revenue Service |
Request for Taxpayer Identification Number and Certification
u Go to www.irs.gov/FormW9 for instructions and the latest information. |
Give Form to the requester. Do not send to the IRS. | ||||||
| Before you begin. For guidance related to the purpose of Form W-9, Purpose of Form, below | ||||||||
|
1 Name of entity/individual. An entry is required. (For a sole proprietor or disregarded entity, enter the owner’s name on line 1, and enter the business/disregarded entity’s name on line 2.) | |||||||
| 2 Business name/disregarded entity name, if different from above.
| ||||||||
| 3a Check the appropriate box for federal tax classification of the entity/individual whose name is entered on line 1. Check only one of the following seven boxes. |
4 Exemptions (codes apply only to certain entities, not individuals; see instructions on page 3):
| |||||||
| ☐ Individual/sole proprietor ☐ C Corporation ☐ S Corporation ☐ Partnership ☐ Trust/estate
|
Exempt payee code (if any) | |||||||
| ☐ LLC. Enter the tax classification (C = C corporation, S = S corporation, P = Partnership) __________ |
_________ | |||||||
| Note: Check the “LLC” box above and, in the entry space, enter the appropriate code (C, S, or P) for the tax classification of the LLC, unless it is a disregarded entity. A disregarded entity should instead check the appropriate box for the tax classification of its owner. |
Exemption from Foreign Account Tax Compliance Act FATCA reporting code (if any) ___________
(Applies to accounts maintained outside the United States) | |||||||
| ☐ Other(see instructions) _____________________ |
||||||||
| 3b If on line 3a you checked “Partnership” or “Trust/estate,” or checked “LLC” and entered “P” as its tax classification, and you are providing this form to a partnership, trust, or estate in which you have an ownership interest, check this box if you have any foreign partners, owners, or beneficiaries. See instructions ☐ |
||||||||
| 5 Address (number, street, and apt. or suite no.) See instructions. |
Requester’s name and address (optional) | |||||||
| 6 City, state, and ZIP code | ||||||||
| 7 List account number(s) here (optional) | ||||||||
| Part I | Taxpayer Identification Number (TIN) | |||||||
| Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid backup withholding. For individuals, this is generally your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN, later.
|
| |||||||
| Note: If the account is in more than one name, see the instructions for line 1. See also What Name and Number To Give the Requester for guidelines on whose number to enter. | ||||||||
| Part II | Certification |
Under penalties of perjury, I certify that:
| 1. | The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and |
| 2. | I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and |
| 3. | I am a U.S. citizen or other U.S. person (defined below); and |
| 4. | The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. |
Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and, generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later.
| Sign Here |
Signature of U.S. person |
Date | ||||||||||||||||||||||||||||||
General Instructions
Section references are to the Internal Revenue Code unless otherwise noted.
Future developments. For the latest information about developments related to Form W-9 and its instructions, such as legislation enacted after they were published, go to www.irs.gov/FormW9.
What’s New
Line 3a has been modified to clarify how a disregarded entity completes this line. An LLC that is a disregarded entity should check the appropriate box for the tax classification of its owner. Otherwise, it should check the “LLC” box and enter its appropriate tax classification.
New line 3b has been added to this form. A flow-through entity is required to complete this line to indicate that it has direct or indirect foreign partners, owners, or beneficiaries when it provides the Form W-9 to another flow-through entity in which it has an ownership interest. This change is intended to provide a flow-through entity with information regarding the status of its indirect foreign partners, owners, or beneficiaries, so that it can satisfy any applicable reporting requirements. For example, a partnership that has any indirect foreign partners may be required to complete Schedules K-2 and K-3. See the Partnership Instructions for Schedules K-2 and K-3 (Form 1065).
Purpose of Form
An individual or entity (Form W-9 requester) who is required to file an information return with the IRS is giving you this form because they must obtain your correct taxpayer identification number (TIN), which may be your social security number (SSN), individual taxpayer identification number (ITIN), adoption taxpayer identification number (ATIN), or employer identification number (EIN), to report on an information return the amount paid to you, or other amount reportable on an information return. Examples of information returns include, but are not limited to, the following.
| • | Form 1099-INT (interest earned or paid) |
| Cat. No. 10231X | Form W-9 (Rev. 3-2024) |
| Form W-9 (Rev. 3-2024) | Page 2 |
| • | Form 1099-DIV (dividends, including those from stocks or mutual funds). |
| • | Form 1099-MISC (various types of income, prizes, awards, or gross proceeds). |
| • | Form 1099-NEC (nonemployee compensation). |
| • | Form 1099-B (stock or mutual fund sales and certain other transactions by brokers). |
| • | Form 1099-S (proceeds from real estate transactions). |
| • | Form 1099-K (merchant card and third party network transactions). |
| • | Form 1098 (home mortgage interest), 1098-E (student loan interest), 1098-T (tuition). |
| • | Form 1099-C (canceled debt). |
| • | Form 1099-A (acquisition or abandonment of secured property). |
Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN.
Caution: If you don’t return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding, later.
By signing the filled-out form, you:
1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued);
2. Certify that you are not subject to backup withholding; or
3. Claim exemption from backup withholding if you are a U.S. exempt payee; and
4. Certify to your non-foreign status for purposes of withholding under chapter 3 or 4 of the Code (if applicable); and
5. Certify that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting is correct. See What Is FATCA Reporting, later, for further information.
Note: If you are a U.S. person and a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9.
Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are:
| • | An individual who is a U.S. citizen or U.S. resident alien; |
| • | A partnership, corporation, company, or association created or organized in the United States or under the laws of the United States; |
| • | An estate (other than a foreign estate); or |
| • | An estate (other than a foreign estate); or |
| • | A domestic trust (as defined in Regulations section 301.7701-7). |
Establishing U.S. status for purposes of chapter 3 and chapter 4 withholding. Payments made to foreign persons, including certain distributions, allocations of income, or transfers of sales proceeds, may be subject to withholding under chapter 3 or chapter 4 of the Code (sections 1441–1474). Under those rules, if a Form W-9 or other certification of non-foreign status has not been received, a withholding agent, transferee, or partnership (payor) generally applies presumption rules that may require the payor to withhold applicable tax from the recipient, owner, transferor, or partner (payee). See Pub. 515, Withholding of Tax on Nonresident Aliens and Foreign Entities.
The following persons must provide Form W-9 to the payor for purposes of establishing its non-foreign status.
| • | In the case of a disregarded entity with a U.S. owner, the U.S. owner of the disregarded entity and not the disregarded entity. |
| • | In the case of a grantor trust with a U.S. grantor or other U.S. owner, generally, the U.S. grantor or other U.S. owner of the grantor trust and not the grantor trust. |
| • | In the case of a U.S. trust (other than a grantor trust), the U.S. trust and not the beneficiaries of the trust. |
See Pub. 515 for more information on providing a Form W-9 or a certification of non-foreign status to avoid withholding.
Foreign person. If you are a foreign person or the U.S. branch of a foreign bank that has elected to be treated as a U.S. person (under Regulations section 1.1441-1(b)(2)(iv) or other applicable section for chapter 3 or 4 purposes), do not use Form W-9. Instead, use the appropriate Form W-8 or Form 8233 (see Pub. 515). If you are a qualified foreign pension fund under Regulations section 1.897(l)-1(d), or a partnership that is wholly owned by qualified foreign pension funds, that is treated as a non-foreign person for purposes of section 1445 withholding, do not use Form W-9. Instead, use Form W-8EXP (or other certification of non-foreign status).
Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a saving clause. Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes.
If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items.
1. The treaty country. Generally, this must be the same treaty under which you claimed exemption from tax as a nonresident alien.
2. The treaty article addressing the income.
3. The article number (or location) in the tax treaty that contains the saving clause and its exceptions.
4. The type and amount of income that qualifies for the exemption from tax.
5. Sufficient facts to justify the exemption from tax under the terms of the treaty article.
Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if their stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first Protocol) and is relying on this exception to claim an exemption from tax on their scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.
If you are a nonresident alien or a foreign entity, give the requester the appropriate completed Form W-8 or Form 8233.
Backup Withholding
What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS 24% of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include, but are not limited to, interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, payments made in settlement of payment card and third-party network transactions, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.
You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.
Payments you receive will be subject to backup withholding if:
1. You do not furnish your TIN to the requester,
2. You do not certify your TIN when required (see the instructions for Part II for details);
3. The IRS tells the requester that you furnished an incorrect TIN;
4. The IRS tells you that you are subject to backup withholding because you did not report all your interest and dividends on your tax return (for reportable interest and dividends only); or
5. You do not certify to the requester that you are not subject to backup withholding, as described in item 4 under “By signing the filled-out form” above (for reportable interest and dividend accounts opened after 1983 only).
Certain payees and payments are exempt from backup withholding. See Exempt payee code, later, and the separate Instructions for the Requester of Form W-9 for more information.
See also Establishing U.S. status for purposes of chapter 3 and chapter 4 withholding, earlier.
| Form W-9 (Rev. 3-2024) | Page 3 |
What is FATCA Reporting?
The Foreign Account Tax Compliance Act (FATCA) requires a participating foreign financial institution to report all U.S. account holders that are specified U.S. persons. Certain payees are exempt from FATCA reporting. See Exemption from FATCA reporting code, later, and the Instructions for the Requester of Form W-9 for more information.
Updating Your Information
You must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you are no longer tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account, for example, if the grantor of a grantor trust dies.
Penalties
Failure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.
Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.
Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.
Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.
Specific Instructions
Line 1
You must enter one of the following on this line; do not leave this line blank. The name should match the name on your tax return.
If this Form W-9 is for a joint account (other than an account maintained by a foreign financial institution (FFI)), list first, and then circle, the name of the person or entity whose number you entered in Part I of Form W-9. If you are providing Form W-9 to an FFI to document a joint account, each holder of the account that is a U.S. person must provide a Form W-9. • Individual. Generally, enter the name shown on your tax return. If you have changed your last name without informing the Social Security Administration (SSA) of the name change, enter your first name, the last name as shown on your social security card, and your new last name.
Note: ITIN applicant: Enter your individual name as it was entered on your Form W-7 application, line 1a. This should also be the same as the name you entered on the Form 1040 you filed with your application.
| • | Sole proprietor. Enter your individual name as shown on your Form 1040 on line 1. Enter your business, trade, or “doing business as” (DBA) name on line 2. |
| • | Partnership, C corporation, S corporation, or LLC, other than a disregarded entity. Enter the entity’s name as shown on the entity’s tax return on line 1 and any business, trade, or DBA name on line 2. |
| • | Other entities. Enter your name as shown on required U.S. federal tax documents on line 1. This name should match the name shown on the charter or other legal document creating the entity. Enter any business, trade, or DBA name on line 2. |
| • | Disregarded entity. In general, a business entity that has a single owner, including an LLC, and is not a corporation, is disregarded as an entity separate from its owner (a disregarded entity). See Regulations section 301.7701-2(c)(2). A disregarded entity should check the appropriate box for the tax classification of its owner. Enter the owner’s name on line 1. The name of the owner entered on line 1 should never be a disregarded entity. The name on line 1 should be the name shown on the income tax return on which the income should be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a single owner that is a U.S. person, the U.S. owner’s name is required to be provided on line 1. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity’s name on line 2. If the owner of the disregarded entity is a foreign person, the owner must complete an appropriate Form W-8 instead of a Form W-9. This is the case even if the foreign person has a U.S. TIN. |
Line 2
If you have a business name, trade name, DBA name, or disregarded entity name, enter it on line 2.
Line 3a
Check the appropriate box on line 3a for the U.S. federal tax classification of the person whose name is entered on line 1. Check only one box on line 3a.
| IF the entity/individual on line 1 is a(n) . . . |
THEN check the box for . . . | |
• Corporation |
Corporation. | |
• Individual or • Sole proprietorship |
Individual/sole proprietor. | |
• LLC classified as a partnership for U.S. federal tax purposes or • LLC that has filed Form 8832 or 2553 electing to be taxed as a corporation |
Limited liability company and enter the appropriate tax classification: P = Partnership, C = C corporation, or S = S corporation. | |
• Partnership |
Partnership. | |
• Trust/estate |
Trust/estate. |
Line 3b
Check this box if you are a partnership (including an LLC classified as a partnership for U.S. federal tax purposes), trust, or estate that has any foreign partners, owners, or beneficiaries, and you are providing this form to a partnership, trust, or estate, in which you have an ownership interest. You must check the box on line 3b if you receive a Form W-8 (or documentary evidence) from any partner, owner, or beneficiary establishing foreign status or if you receive a Form W-9 from any partner, owner, or beneficiary that has checked the box on line 3b.
Note: A partnership that provides a Form W-9 and checks box 3b may be required to complete Schedules K-2 and K-3 (Form 1065). For more information, see the Partnership Instructions for Schedules K-2 and K-3 (Form 1065).
If you are required to complete line 3b but fail to do so, you may not receive the information necessary to file a correct information return with the IRS or furnish a correct payee statement to your partners or beneficiaries. See, for example, sections 6698, 6722, and 6724 for penalties that may apply.
Line 4 Exemptions
If you are exempt from backup withholding and/or FATCA reporting, enter in the appropriate space on line 4 any code(s) that may apply to you.
Exempt payee code.
| • | Generally, individuals (including sole proprietors) are not exempt from backup withholding. |
| • | Except as provided below, corporations are exempt from backup withholding for certain payments, including interest and dividends. |
| • | Corporations are not exempt from backup withholding for payments made in settlement of payment card or third-party network transactions. |
| • | Corporations are not exempt from backup withholding with respect to attorneys’ fees or gross proceeds paid to attorneys, and corporations that provide medical or health care services are not exempt with respect to payments reportable on Form 1099-MISC. |
The following codes identify payees that are exempt from backup withholding. Enter the appropriate code in the space in line 4.
1—An organization exempt from tax under section 501(a), any IRA, or a custodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2).
2—The United States or any of its agencies or instrumentalities
3—A state, the District of Columbia, a U.S. commonwealth or territory, or any of their political subdivisions or instrumentalities.
4—A foreign government or any of its political subdivisions, agencies, or instrumentalities.
5—A corporation.
6—A dealer in securities or commodities required to register in the United States, the District of Columbia, or a U.S. commonwealth or possession.
7—A futures commission merchant registered with the Commodity Futures Trading Commission.
| Form W-9 (Rev. 3-2024) | Page 4 |
8—A real estate investment trust.
9—An entity registered at all times during the tax year under the Investment Company Act of 1940.
10—A common trust fund operated by a bank under section 584(a).
11—A financial institution as defined under section 581.
12—A middleman known in the investment community as a nominee or custodian.
13—A trust exempt from tax under section 664 or described in section 4947.
The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 13.
| IF the payment is for . . . | THEN the payment is exempt for . . . | |
• Interest and dividend payments |
All exempt payees except for 7. | |
• Broker transactions |
Exempt payees 1 through 4 and 6 through 11 and all C corporations. S corporations must not enter an exempt payee code because they are exempt only for sales of noncovered securities acquired prior to 2012. | |
• Barter exchange transactions and patronage dividends |
Exempt payees 1 through 4. | |
• Payments over $600 required to be reported and direct sales over $5,0001 |
Generally, exempt payees 1 through 5.2 | |
• Payments made in settlement of payment card or third-party network transactions |
Exempt payees 1 through 4. |
| 1 | See Form 1099-MISC, Miscellaneous Income, and its instructions. |
| 2 | However, the following payments made to a corporation and reportable on Form 1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys’ fees, gross proceeds paid to an attorney reportable under section 6045(f), and payments for services paid by a federal executive agency. |
Exemption from FATCA reporting code. The following codes identify payees that are exempt from reporting under FATCA. These codes apply to persons submitting this form for accounts maintained outside of the United States by certain foreign financial institutions. Therefore, if you are only submitting this form for an account you hold in the United States, you may leave this field blank. Consult with the person requesting this form if you are uncertain if the financial institution is subject to these requirements. A requester may indicate that a code is not required by providing you with a Form W-9 with “Not Applicable” (or any similar indication) entered on the line for a FATCA exemption code.
A—An organization exempt from tax under section 501(a) or any individual retirement plan as defined in section 7701(a)(37).
B—The United States or any of its agencies or instrumentalities.
C—A state, the District of Columbia, a U.S. commonwealth or possession, or any of their political subdivisions or instrumentalities.
D—A corporation the stock of which is regularly traded on one or more established securities markets, as described in Regulations section 1.1472-1(c)(1)(i).
E—A corporation that is a member of the same expanded affiliated group as a corporation described in Regulations section 1.1472-1(c)(1)(i).
F—A dealer in securities, commodities, or derivative financial instruments (including notional principal contracts, futures, forwards, and options) that is registered as such under the laws of the United States or any state.
G—A real estate investment trust.
H—A regulated investment company as defined in section 851 or an entity registered at all times during the tax year under the Investment Company Act of 1940.
I—A common trust fund as defined in section 584(a).
J—A bank as defined in section 581.
K—A broker.
L—A trust exempt from tax under section 664 or described in section 4947(a)(1).
M—A tax-exempt trust under a section 403(b) plan or section 457(g) plan.
Note: You may wish to consult with the financial institution requesting this form to determine whether the FATCA code and/or exempt payee code should be completed.
Line 5
Enter your address (number, street, and apartment or suite number). This is where the requester of this Form W-9 will mail your information returns. If this address differs from the one the requester already has on file, enter “NEW” at the top. If a new address is provided, there is still a chance the old address will be used until the payor changes your address in their records.
Line 6
Enter your city, state, and ZIP code.
Part I. Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box. If you are a resident alien and you do not have, and are not eligible to get, an SSN, your TIN is your IRS ITIN. Enter it in the entry space for the Social security number. If you do not have an ITIN, see How to get a TIN below.
If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN.
If you are a single-member LLC that is disregarded as an entity separate from its owner, enter the owner’s SSN (or EIN, if the owner has one). If the LLC is classified as a corporation or partnership, enter the entity’s EIN.
Note: See What Name and Number To Give the Requester, later, for further clarification of name and TIN combinations.
How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local SSA office or get this form online at www.SSA.gov. You may also get this form by calling 800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/EIN. Go to www.irs.gov/Forms to view, download, or print Form W-7 and/or Form SS-4. Or, you can go to www.irs.gov/OrderForms to place an order and have Form W-7 and/or Form SS-4 mailed to you within 15 business days.
If you are asked to complete Form W-9 but do not have a TIN, apply for a TIN and enter “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, you will generally have 60 days to get a TIN and give it to he requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.
Note: Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon. See also Establishing U.S. status for purposes of chapter 3 and chapter 4 withholding, earlier, for when you may instead be subject to withholding under chapter 3 or 4 of the Code.
Caution: A disregarded U.S. entity that has a foreign owner must use the appropriate Form W-8.
Part II. Certification
To establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if item 1, 4, or 5 below indicates otherwise.
For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on line 1 must sign. Exempt payees, see Exempt payee code, earlier.
Signature requirements. Complete the certification as indicated in items 1 through 5 below.
1. Interest, dividend, and barter exchange accounts opened before 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification.
2. Interest, dividend, broker, and barter exchange accounts opened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.
3. Real estate transactions. You must sign the certification. You may cross out item 2 of the certification.
| Form W-9 (Rev. 3-2024) | Page 5 |
4. Other payments. You must give your correct TIN, but you do not have to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments made in settlement of payment card and third-party network transactions, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).
5. Mortgage interest paid by you, acquisition or abandonment of secured property, cancellation of debt, qualified tuition program payments (under section 529), ABLE accounts (under section 529A), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.
What Name and Number To Give the Requester
| For this type of account: | Give name and SSN of: | |||
| 1. | Individual | The individual | ||
| 2. | Two or more individuals (joint account) other than an account maintained by an FFI | The actual owner of the account or, if combined funds, the first individual on the account1 | ||
| 3. | Two or more U.S. persons (joint account maintained by an FFI) | Each holder of the account | ||
| 4. | Custodial account of a minor (Uniform Gift to Minors Act) | The minor2 | ||
| 5. | a. The usual revocable savings trust (grantor is also trustee) | The grantor-trustee1 | ||
| b. So-called trust account that is not a legal or valid trust under state law | The actual owner1 | |||
| 6. | Sole proprietorship or disregarded entity owned by an individual | The owner3 | ||
| 7. | Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulations section 1.671-4(b)(2)(i)(A))** | The grantor* | ||
| 8. | Disregarded entity not owned by an individual | The owner | ||
| 9. | A valid trust, estate, or pension trust | Legal entity4 | ||
| 10. | Corporation or LLC electing corporate status on Form 8832 or Form 2553 | The corporation | ||
| 11. | Association, club, religious, charitable, educational, or other tax-exempt organization | The organization | ||
| 12. | Partnership or multi-member LLC | The partnership | ||
| 13. | A broker or registered nominee | The broker or nominee | ||
| 14. | Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments | The public entity | ||
| 15. | Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulations section 1.671-4(b)(2)(i)(B))** | The trust | ||
| 1 | List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished. |
| 2 | Circle the minor’s name and furnish the minor’s SSN. |
| 3 | You must show your individual name on line 1, and enter your business or DBA name, if any, on line 2. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN. |
| 4 | List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) |
| * | Note: The grantor must also provide a Form W-9 to the trustee of the trust. |
| ** | For more information on optional filing methods for grantor trusts, see the Instructions for Form 1041. |
Note: If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.
Secure Your Tax Records From Identity Theft
Identity theft occurs when someone uses your personal information, such as your name, SSN, or other identifying information, without your permission to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund.
To reduce your risk:
| • | Protect your SSN, |
| • | Ensure your employer is protecting your SSN, and |
| • | Be careful when choosing a tax preparer. |
If your tax records are affected by identity theft and you receive a notice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter.
If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity, or a questionable credit report, contact the IRS Identity Theft Hotline at 800-908-4490 or submit Form 14039.
For more information, see Pub. 5027, Identity Theft Information for Taxpayers.
Victims of identity theft who are experiencing economic harm or a systemic problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 877-777-4778 or TTY/TDD 800-829-4059.
Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft.
The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts.
If you receive an unsolicited email claiming to be from the IRS, forward this message to phishing@irs.gov. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration (TIGTA) at 800-366-4484. You can forward suspicious emails to the Federal Trade Commission at spam@uce.gov or report them at www.ftc.gov/complaint. You can contact the FTC at www.ftc.gov/idtheft or 877-IDTHEFT (877-438-4338). If you have been the victim of identity theft, see www.IdentityTheft.gov and Pub. 5027.
Go to www.irs.gov/IdentityTheft to learn more about identity theft and how to reduce your risk.
Privacy Act Notice
Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. commonwealths and territories for use in administering their laws. The information may also be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payors must generally withhold a percentage of taxable interest, dividends, and certain other payments to a payee who does not give a TIN to the payor. Certain penalties may also apply for providing false or fraudulent information.