8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 18, 2013

AGILENT TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-15405	77-0518772
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

5301 Stevens Creek Boulevard, Santa Clara, CA	95051
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (408) 345-8886

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02                      Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the proposed separation discussed in Item 7.01 below, effective September 18, 2013, the Board of Directors (the “Board”) of Agilent Technologies, Inc. (the “Company”) appointed William P. Sullivan, 63, to serve as the Company’s President.  Mr. Sullivan will continue to serve as the Company’s Chief Executive Officer and as a member of the Board.  Also effective September 18, 2013, the Board appointed Ronald S. Nersesian as Executive Vice President of the Company and President and CEO-designate of the new electronic measurement company to be formed in the proposed separation, and Mr. Nersesian ceased to serve as President and Chief Operating Officer of the Company.

In addition, effective September 18, 2013, Nicolas H. Roelofs no longer serves as Senior Vice President of the Company and President of the Life Sciences Group.

Item 7.01                      Regulation FD Disclosure.

On September 19, 2013, the Company announced that the Board has approved a plan to separate the Company into two independent, publicly traded companies.  The separation is anticipated to be effected through a pro-rata spin-off of the Company’s electronic measurement business, which is expected to be tax-free to the Company’s shareholders.  The remaining life sciences, diagnostics and applied markets business will retain the Agilent Technologies, Inc. name.  The separation is subject to the satisfaction of closing conditions, including, among others, obtaining final approval from the Board, satisfactory completion of financing, receipt of tax opinions,  receipt of  favorable rulings from the Internal Revenue Service, the effectiveness of a Registration Statement on Form 10 that will be filed with the Securities and Exchange Commission and will include information about the distribution and related matters, and satisfying foreign regulatory requirements.  A copy of the press release announcing the proposed separation is furnished as Exhibit 99.1 hereto and incorporated herein by reference.
 

A conference call and webcast during which the proposed separation will be discussed will be held on September 19, 2013, at 8:30 a.m., Eastern Time.  A copy of the investor presentation for the conference call is furnished as Exhibit 99.2 hereto and incorporated herein by reference.

The information in Item 7.01 is being furnished, not filed.  Accordingly, this information will not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in that filing.

Item 9.01                      Financial Statements and Exhibits.

(d) Exhibits

Exhibit	Description
99.1	Press release, dated September 19, 2013.
99.2	Investor presentation, dated September 19, 2013.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AGILENT TECHNOLOGIES, INC.
BBy:	/s/ Stephen D. Williams
	Stephen D. Williams
	Vice President, Assistant General Counsel and Assistant Secretary

Date: September 19, 2013

EXHIBIT INDEX

Exhibit	Description
99.1	Press release, dated September 19, 2013.
99.2	Investor presentation, dated September 19, 2013.

EX-99.1

Exhibit 99.1

EDITORIAL CONTACT:

Amy Flores

+1 408 345 8194

amy_flores@agilent.com

INVESTOR CONTACT:

Alicia Rodriguez

+1 408 345 8948

alicia_rodriguez@agilent.com

Agilent Technologies to Separate into Two Industry-Leading Public Companies

Electronic Measurement Business to be Distributed to Shareholders Through a Tax-Free Spinoff

Increases Strategic Flexibility of Both Standalone Businesses

·   Two publicly traded companies will offer shareholders distinct opportunities with unique investment identities

·   $3.9 billion(1) Agilent life sciences, diagnostics, applied markets company

·   $2.9 billion(1) electronic measurement company, to be named later

·   Transaction leverages strategic and operational advancements and improvements of both businesses

·   Allows management to focus exclusively on the customers of their respective companies

SANTA CLARA, Calif., Sept. 19, 2013 – Agilent Technologies Inc. (NYSE: A) today announced plans to separate into two publicly traded companies: one in life sciences, diagnostics and applied markets (LDA) that will retain the Agilent name, and the other that will be comprised of Agilent’s current portfolio of  electronic measurement (EM) products. The separation is expected to occur through a tax-free pro rata spinoff of the EM company to Agilent shareholders.

“Agilent has evolved into two distinct investment and business opportunities, and we are creating two separate and strategically focused enterprises to allow each to maximize its growth and success,” said William (Bill) Sullivan, Agilent president and CEO.

“Agilent’s history is one of reinvention, starting with our own separation from HP and including four major spinoffs since 2005. We are once again making a bold move, as we have done many times in the past, to ensure a future of sustainable growth for both the LDA and EM companies,” he said. “We are focused on making this transition seamless for our customers.”

Benefits

Agilent believes that the separation will result in material benefits to the standalone companies:

·   Greater management focus on the distinct businesses of LDA and EM

·   Ability for the LDA company to devote resources to the higher-growth LDA business, while reducing exposure to the more cyclical  EM industry

·   Ability for the EM company to devote resources to its own growth that were previously used to capitalize LDA

·   Two independent and unique investment profiles

·   Both companies will be well capitalized, having strong balance sheets and investment-grade profiles with target debt-to-EBITDA ratios below 2.0x

The New Agilent

The new Agilent will be a global leader in life sciences, diagnostics and applied markets, with an attractive recurring revenue base, balanced geographic revenue profile, growth opportunities in emerging markets, molecular diagnostics and clinical markets, and significant margin-expansion opportunities. FY13 estimated revenues are $3.9 billion. It is expected that the new Agilent will continue to pay a dividend at least at the present yield.

Bill Sullivan is president and CEO of Agilent, and Didier Hirsch continues as CFO.

EM Company

The new EM company will be the world’s premier electronic measurement company, with a leading position in major markets including communications; aerospace and defense; and industrial, computers and semiconductors. FY13 estimated revenues are $2.9 billion. The EM company initially is not expected to pay a dividend.

Ron Nersesian, who has been Agilent’s president and chief operating officer, is executive vice president of Agilent and president and CEO-designate of the new EM company, effective immediately. Neil Dougherty, who has been Agilent’s vice president and treasurer, is vice president of Agilent and CFO-designate of the new EM company.

“The board and I believe Ron is the right leader for the new company,” said Sullivan. “He has an excellent track record of running this business, and he has the vision and expertise to position the new company for accelerated growth and success.”

Transaction Details

The Agilent board of directors granted initial approval to pursue the separation plan at its meeting on Sept. 18.

Under the plan, Agilent shareholders will receive a pro rata distribution of shares in the new EM company via a tax-free spinoff. Although there is no assurance that the separation will be completed within this timeframe, the transaction is targeted to be completed by the end of calendar 2014, subject to the satisfaction of closing conditions, including, among others, obtaining final approval from the Agilent board of directors, satisfactory completion of financing, receipt of tax opinions,  receipt of  favorable rulings from the Internal Revenue Service, the effectiveness of a Form 10 filing with the Securities and Exchange Commission, and satisfying foreign regulatory requirements.

The spinoff is not anticipated to impact Agilent’s guidance for fiscal year 2013. The company is expected to incur one-time charges related to the transaction during the periods preceding the separation, to be quantified at a later date.

For More Information

Agilent will host a conference call today at 5:30 a.m. (Pacific Time). This event will be webcast live in listen-only mode. Listeners may access the webcast and accompanying slides at www.investor.agilent.com. The webcast will remain available on the website for 90 days.

A telephone replay of the conference call will be available at 7:30 a.m. (Pacific) today through Sept. 26, 2013. The replay number is +1 888 286-8010; international callers may dial +1 (617) 801-6888. The passcode is 63085954.

For more details, see the fact sheets for Agilent and the new EM company.

About Agilent Technologies

Agilent Technologies Inc. (NYSE: A) is the world’s premier measurement company and a technology leader in chemical analysis, life sciences, diagnostics, electronics and communications. The company’s 20,500 employees serve customers in more than 100 countries. Agilent had revenues of $6.9 billion in fiscal 2012. Information about Agilent is available at www.agilent.com.

Forward-Looking Statements

This news release contains forward-looking statements (including, without limitation, information and future guidance on the company’s goals, priorities, the planned separation of our Electronic Measurement Group, revenues, demand, growth opportunities, customer service and innovation plans, new product introductions, financial condition, earnings, the company’s ability to pay dividends, ability to access capital markets, the continued strengths and expected growth of the markets the company sells into, operations, operating earnings, and tax rates) that involve risks and uncertainties that could cause results of Agilent to differ materially from management’s current expectations. The words “anticipate,” “plan,” “estimate,” “expect,” “intend,” “will,” “should,” “forecast,” “project,” and similar expressions, as they relate to the company, are intended to identify forward-looking statements.

In addition, other risks that the company faces in running its operations include the ability to execute successfully through business cycles; the ability to successfully adapt its cost structures to continuing changes in business conditions; ongoing competitive, pricing and gross margin pressures; the risk that our cost-cutting initiatives will impair our ability to develop products and remain competitive and to operate effectively; the impact of geopolitical uncertainties on our markets and our ability to conduct business; the ability to improve asset performance to adapt to changes in demand; the ability to successfully introduce new products at the right time, price and mix, and other risks detailed in the company's filings with the Securities and Exchange Commission, including our quarterly report on Form 10-Q for the quarter ended July 31, 2013. Agilent undertakes no responsibility to publicly update or revise any forward-looking statement.

(1) FY13 numbers are estimates based on company guidance provided on Aug. 14, 2013. They are not a confirmation of guidance.

# # #

NOTE TO EDITORS: Further technology, corporate citizenship and executive news is available on the Agilent news site at www.agilent.com/go/news.

The New Agilent Technologies A global leader in Life Sciences, Diagnostics and Applied Markets At a Glance: FY13 Revenues1: U.S. $3.9 billion President and CEO: William P. (Bill) Sullivan Headquarters: Santa Clara, Calif. Number of Employees: 11,500 NYSE: A Market Profile: Market size2: $41 billion Long-term market growth2: 4-6% CAGR Key Platforms: Liquid and gas chromatography Mass spectrometry Spectroscopy Nuclear magnetic resonance Genomics and diagnostics Consumables, services and software Growth Drivers: Food and water quality Rising energy demands Healthy and aging population Emerging economies Financial Stats: Operating margin: 18% of revenue ROIC: 11% FY13 numbers are estimates based on the midpoint of company guidance provided 8/14/13. They are not a confirmation of guidance. Market size and growth per company estimates Percentage of LDA revenue based on Q4’12-Q3’13 Revenue Mix3 by End Market Revenue Mix3 by Geography Americas Europe Asia Pacific Revenue Mix3 by Type

The New Agilent Technologies A global leader in Life Sciences, Diagnostics and Applied Markets At a Glance: FY13 Revenues1: U.S. $3.9 billion President and CEO: William P. (Bill) Sullivan Headquarters: Santa Clara, Calif. Number of Employees: 11,500 NYSE: A Market Profile: Market size2: $41 billion Long-term market growth2: 4-6% CAGR Key Platforms: Liquid and gas chromatography Mass spectrometry Spectroscopy Nuclear magnetic resonance Genomics and diagnostics Consumables, services and software Growth Drivers: Food and water quality Rising energy demands Healthy and aging population Emerging economies Financial Stats: Operating margin: 18% of revenue ROIC: 11% FY13 numbers are estimates based on the midpoint of company guidance provided 8/14/13. They are not a confirmation of guidance. Market size and growth per company estimates 3. Percentage of LDA revenue based on Q4’12-Q3’13 Revenue Mix3 by End Market Revenue Mix3 by Geography Americas Europe Asia Pacific Revenue Mix3 by Type

At a Glance:

FY13 Revenues1: U.S. $3.9 billion

President and CEO: William P. (Bill)
Sullivan

Headquarters: Santa Clara, Calif.

Number of Employees: 11,500

NYSE: A

Market Profile:

•Market size2: $41 billion

Key Platforms:

•Liquid and gas chromatography

•Mass spectrometry

•Spectroscopy

•Nuclear magnetic resonance

•Genomics and diagnostics

•Consumables, services and software

Growth Drivers:

•Food and water quality

•Rising energy demands

•Healthy and aging population

•Emerging economies

Financial Stats:

•Operating margin: 18% of revenue

•ROIC: 11%

1.FY13 numbers are estimates based on the midpoint of
company guidance provided 8/14/13. They are not a
confirmation of guidance.

2.Market size and growth per company estimates

3. Percentage of LDA revenue based on Q4’12-Q3’13

Revenue Mix3 by Geography

Americas

Europe

Asia Pacific

Revenue Mix3 by Type

The New Electronic Measurement Co.
The market leader in Communications, Aerospace/Defense
and Industrial/Computers/Semiconductors

At a Glance:

Market Profile:

Key Platforms:

•Network analyzers

•One-box testers

•Oscilloscopes

•Modular and handheld

•Services and software

Growth Drivers:

•Mobility

•Emerging economies

Financial Stats:

•ROIC: 31%

1.FY13 numbers are estimates based on the midpoint of
company guidance provided 8/14/13. They are not a
confirmation of guidance.

2.Market size and growth per company estimates

3. Percentage of EM revenue based on Q4’12-Q3’13

EX-99.2

Agilent Technologies

Separating Into Two Industry-Leading
Public Companies
to Increase Strategic Flexibility
and Enhance Shareholder Value

September 19, 2013

Page *

Exhibit 99.2

Safe Harbor

This presentation contains forward-looking statements (including, without limitation, information and future
guidance on the company’s goals, priorities, the planned separation of our Electronic Management Group,
revenues, demand, growth opportunities, customer service and innovation plans, new product introductions,
financial condition, earnings, the company’s ability to pay dividends, ability to access capital markets, the
continued strengths and expected growth of the markets the company sells into, operations, operating earnings,
and tax rates) that involve risks and uncertainties that could cause results of Agilent to differ materially from
management’s current expectations. The words “anticipate,” “plan,” “estimate,” “expect,” “intend,” “will,” “should”
“forecast” “project” and similar expressions, as they relate to the company, are intended to identify forward-
looking statements.

In addition, other risks that the company faces in running its operations include the ability to execute successfully
through business cycles; the ability to successfully adapt its cost structures to continuing changes in business
conditions; ongoing competitive, pricing and gross margin pressures; the risk that our cost-cutting initiatives will
impair our ability to develop products and remain competitive and to operate effectively; the impact of
geopolitical uncertainties on our markets and our ability to conduct business; the ability to improve asset
performance to adapt to changes in demand; the ability to successfully introduce new products at the right time,
price and mix, and other risks detailed in the company's filings with the Securities and Exchange Commission,
including our quarterly report on Form 10-Q for the quarter ended July 31, 2013.

The company assumes no obligation to update the information in these presentations. These presentations and
the Q&A that follows include non-GAAP measures. Non-GAAP measures exclude primarily the impacts of
acquisition and integration costs, future restructuring costs, asset impairment charges, and non-cash intangibles
amortization. Also excluded are tax benefits that are not directly related to ongoing operations and which are
either isolated or cannot be expected to occur again with any regularity or predictability. Most of these excluded
amounts pertain to events that have not yet occurred and are not currently possible to estimate with a
reasonable degree of accuracy. Accordingly, no reconciliation to GAAP amounts has been provided.

Page 2

The World’s Premier Measurement Company

Agilent Labs

Order Fulfillment

Life

Sciences

Group

FY13 Revenue $1.6B
Operating Margin 16%

Chemical

Analysis

Group

FY13 Revenue $1.6B
Operating Margin 22%

Electronic

Measurement

Group

FY13 Revenue $2.9B
Operating Margin 19%

Diagnostics &
Genomics

Group

FY13 Revenue $0.7B
Operating Margin 15%

Finance, HR, Legal, IT, Workplace Services

FY13 Revenue $6.8B, Core Growth(2) -3%, Operating Margin 18.5%,
ROIC 16%, Free Cash Flow $900M, Debt/EBITDA1.9x

EM Markets

LDA Markets FY13(1) Revenue $3.9B, Operating Margin 18%

(1)FY13 numbers are estimates based on the midpoint of Company guidance provided on August 14, 2013.

(2)Core growth is reported growth adjusted for the effects of M&A and FX.

Page 3

Agilent to Split into Two Companies

Strategic Rationale for Separation

•Capitalizing on EMG, Agilent has grown LDA to be a sizeable and
highly competitive business

•Spin-off to create two companies with greater strategic and
management focus, each well positioned for growth in its sector

•Distinct industries and drivers

•Greater strategic focus

•Both businesses have the scope to stand on their own

•Two unique and compelling investment profiles

•Positioned to attract a more focused shareholder base

•Better aligned with research analyst coverage universe and peer
comparisons

Move Designed to Increase Strategic Flexibility
and Enhance Shareholder Value

Page 4

Two Independent Publicly Traded Companies

LDA-Focused Company
(New Agilent)

EM-Focused Company

(To Be Named)

Revenue Mix

Financial
Metrics(1)

Key
Platforms

§Revenue: $3.9B §Operating Margin: 18% §ROIC: 11%	§Revenue: $2.9B §Operating Margin: 19% §ROIC: 31%
§Liquid & Gas Chromatography §Mass Spectrometry §Spectroscopy §Nuclear Magnetic Resonance §Genomics & Diagnostics (Dako) §Consumables, Services, Software	§Source & Signal Analyzers §Network Analyzers §One-box Testers §Oscilloscopes §Modular & Handheld §Services & Software

(1)FY13 numbers are estimates based on the midpoint of Company guidance provided on August 14, 2013.

Page 5

Management Teams

New Agilent

EM Company

Bill Sullivan, President
and CEO

Ron Nersesian, President
and CEO designate

Didier Hirsch, Chief
Financial Officer

Neil Dougherty, Chief
Financial Officer designate

(formerly VP and Treasurer
of Agilent Technologies)

Page 6

New Agilent: Life Sciences,
Diagnostics, and Applied
Markets

Page *

New Agilent Overview

•Global leader in Life Sciences, Diagnostics, and
Applied markets

•Attractive recurring revenue base

•Balanced geographic revenue profile

•Growth opportunities in emerging markets, molecular
diagnostics and clinical

•Significant margin expansion opportunities

•Revenues: $3.9B, +9% y/y (+5% core(2))

•Operating Margin: 18% of revenue

•ROIC: 11%

FY13(1) Financial Metrics

(1)FY13 numbers are estimates based on the midpoint of Company guidance provided on August 14, 2013.

(2)Core growth is reported growth adjusted for the effects of M&A and FX.

Geography

Type

Genomics &
Diagnostics
17%

Life
Sciences
42%

Chemical
Analysis
41%

Non-
Recurring
59%

Recurring
41%

Americas

Europe

Asia Pacific

Page 8

New Agilent: Market Profile

End Markets	Market Size(1)	Long Term Market Growth(1)	Market Position(1)	Growth Drivers
	$11B	4-6%	#3	•Shift to new biological entities •Emerging markets
	$10B	3-5%	#4	•Global investments in Life Science research
	$7B	8-10%	#2 & emerging	•Increasing patient population •Companion diagnostics
	$4B	5-7%	#1	•Global food supply •Government regulations
	$5B	2-4%	#1 & #2	•New environmental contaminants •Designer drugs
	$4B	4-6%	#1	•Rising energy demands •Alternative energy

Market Size(1):$41B

Long Term Market Growth(1): 4-
6%

Revenue Mix(2)

by End Market

(1)Market size, growth, and position per Company estimates

(2)Percentage of LDA revenue based on Q4’12-Q3’13

Page 9

Growth through technology leadership,
customer intimacy, workflow solutions

Higher recurring revenue mix (from 29% to
41%(1))

Continued strategic push from lab to the
clinic.Ensuring the success of Dako

Focused on similar markets with higher
growth rates and lower cyclicality

Leadership in Life Sciences, Diagnostics,
and Applied markets

Pure play Life Sciences, Diagnostics, and
Analytical Company

Same

Different

Margin improvement through reduced
manufacturing, logistics costs, and sales
channel leverage

Allows management to focus exclusively
on running LDA business

Business model better aligned with
shareholder base and peer group

What’s Different for New Agilent?

Scale and financial strength to stand on its
own

Attracting and retaining top talent in the
industry

Continuing to build on strong foundation in
emerging markets

(1)Percentage of recurring revenue based on Q4’12-Q3’13

Page 10

New Agilent: Strategy to Win

Creating Shareholder Value

§Increase organic growth rate

üLeverage large and growing installed base to expand recurring revenues and
core instrument sales

üTake advantage ofgreenfield opportunities in developed markets (clinical
instrumentation, integrated biology, sample preparation)

üLeverage presence in emerging markets

üEnsure success of Dako and Varian acquisitions

§Grow earnings faster than revenues

üContinued improvement in gross margins

üDrive operating margin expansion and increase ROIC

§Deliver complete workflow solutions for our customers

üCore data system platform to easily enable application development in the lab
and correlate data from research to the clinic, allowing for deeper insight

üBolt-on acquisitions that help complete the workflow. Focused on sequencing
and related technologies, molecular diagnostics, and consumables

Page 11

Electronic Measurement
Focused Company

Page *

•Leadingposition in major markets

•Global electronic measurement technology
and market leader

•Growth opportunity in emerging markets

•Strong cash flow generation and ROIC

•Industry leading gross and operating
margins

•$450M of recurring services & support
revenue. $300M of software sales

(1) FY13 numbers are estimates based on the midpoint of Company guidance provided on August 14, 2013.

(2) Core growth is reported growth adjusted for the effects of M&A and FX.

Q3’13 Revenue Mix

by Geography

Asia Pacific

Americas

Europe

FY13(1) Financial Metrics

Communications

#1

Industrial,
Computers,
Semiconductors

#1

Aerospace

Defense

#1

EM Company Overview
The World’s Premier Electronic Measurement Company

Page 13

EM Company: Market Profile

(2)Percentage of EM revenue based on Q4’12-Q3’13

(3)Excludes network assurance

End Markets	Market Size(1)	Long Term Market Growth(1 )	Growth Drivers	Market Position
Communications(3 )	$4B	4-6%	•Mobile data traffic growth •Complex components and chipsets •Subscriber growth in China, India, Brazil	#1
Aerospace & Defense	$3B	Flat	•Satellites and radar modernization outside U.S. •Intelligence, surveillance, reconnaissance (ISR)	#1
Industrial, Computer & Semiconductor	$6B	3-5%	•Electronic content proliferation •Mobile computing •High performance cloud infrastructure •Education and research in emerging markets	#1

Communications
34%

Industrial,
Computer &
Semiconductor
43%

Aerospace &
Defense
23%

Market Size(1):$13B

Long Term Market Growth(1): 3-
4%

Revenue Mix(2)

by End Market

Page 14

Electronic measurement top opportunities
are company’s top opportunities

Same customers and global footprint

New name

Top talent

Strong position in emerging markets

Organic growth, tuck-in acquisitions

Whole company 100% focused on EM and
customer success

Focus: profit and cash generation

#1 in key markets

Business model completely aligned with
shareholders and analysts

Same

Different

Corporate headquarters in Santa Rosa

What’s Different for EM Company?

Technology leadership

Alignment between incentive compensation
and EM value creation

Page 15

EM Company Strategy to Win

§World’s premier electronic test and measurement provider in Communications,
Aerospace/Defense, and Industrial markets

§First to market with leading edge customer-valued technology solutions

üTake share in core platforms

üTop opportunities in electronic measurement industry are now
the company’s top opportunities

üTransform the measurement experience

§World’s best customer satisfaction with lowest cost of ownership

§Manage market volatility by continuing to generate strong cash flow, ROIC, and
solid earnings throughout the cycle

§Management team with deep EM experience and track record of delivering on
tough financial commitments

Page 16

Goal Actions taken since 2009 downturn

EM Company Strong Profitability Throughout the
Cycle

Restructured Operations to Maintain Strong Profitability
During Periods of Market Volatility

Lower Costs

Shift Fixed Costs

to Variable

Focus on Core

nReduced headcount by 2700 people

nFocused on continuous GM improvement - value engineering

nIncreased use of Contract Manufacturing

nIncreased indirect channel for variable selling cost

nIncreased use of external resources

nMaintained R&D investment for technology leadership and application solutions

nLeveraged technology investment throughout product portfolio

nOwns critical enabling technology in ASICS, microcircuits, and gallium arsenide

Page 17

Transaction Details

Transaction
Structure

Timing

Financial
Details

nAgilent shareholders will receive a pro rata distribution of shares in EM Company via a tax
-free spin-off

nExpected to be completed by end of calendar year 2014, subject to the satisfaction of
customary closing conditions, including:

—Final approval by the Agilent Board of Directors

—Receipt of favorable rulings from the IRS

—Effectiveness of a Form 10 filing with the SEC

—Receipt of regulatory approvals in all major jurisdictions

nBoth companies to be well capitalized, have strong balance sheets and expected
investment grade profiles with target debt to EBITDA ratios below 2.0x

nLDA-focused company is expected to continue to pay a dividend at least equal to the
current yield

nNot anticipated to impact Agilent’s guidance for fiscal year 2013. Plan to provide fiscal
year 2014 guidance at next earnings announcement in mid November

nExpected to incur one-time charges related to the transaction during the periods
preceding the separation, to be quantified at a later date

nExpect to retire a portion of current Agilent long-term debt outstanding, utilizing EM
Company capital

nDuring the transition Agilent expects to continue its dividend and repurchase shares to at
least maintain current share count

Page 18

§Leverage prior experience

üAgilent has completed four major spin-offs/divestitures since 2005

§Dis-synergies of ~ $100M cumulative over three year period

üLittle real estate overlap outside of sales offices

üClean ERP separation

üMost dis-synergies in shared infrastructure organization

•Replicate current Colorado Springs Data Center to provide IT infrastructure
for both companies

•New Agilent to provide infrastructure services, such as payroll, IT, financial
services until EM Company can operate independently (~1 year after spin)

üBoth companies to develop specific action plans to minimize dis-synergies over time

Spin-off Execution Plan

Page 19

Appendix

Page *

New Agilent Historical Consolidated Income
Statement(1)

Page 21

$M	FY 2010	FY 2011	FY 2012
Revenue	2,679	3,310	3,543
% YoY	30%	24%	7%
COGS	1,245	1,603	1,685
Gross Margin %	54%	52%	52%
Operating Expenses	936	1,157	1,225
% Revenue	35%	35%	35%
Operating Profit	498	550	633
% Revenue	19%	17%	18%

(1)Presented on a non-GAAP basis; reconciliations to closest GAAP equivalent provided

EM Company Historical Consolidated Income
Statement(1)

Page 22

$M	FY 2010	FY 2011	FY 2012
Revenue	2,784	3,316	3,315
% YoY	15%	19%	0%
COGS	1,158	1,378	1,428
Gross Margin %	58%	58%	57%
Operating Expenses	1,188	1,178	1,136
% Revenue	43%	36%	34%
Operating Profit	438	760	751
% Revenue	16%	23%	23%

(1)Presented on a non-GAAP basis; reconciliations to closest GAAP equivalent provided

Broadest range of solutions across ecosystem, including

•Components and chipsets - Simulation tools, network analyzers

Market Reach, Customer Trust

•Global footprint with R&D in US, Europe and Asia

•Recognized leader in electronic test and measurement

•Leadership in standards bodies

•Handsets - One-box testers for R&D and manufacturing

•Base Stations - Signal analyzers, sources

•Wireline / Optical - Optical modulation analyzers

Key Drivers

How We Win

Key New Products

•Combination of bench-top and modular to deliver best solutions

•Highly differentiated platforms for mobile device R&D and manufacturing to launch in
H1’14

•Mobile data traffic grows at double-digit rates each year

•Components and chipsets increase in complexity

•Subscriber growth in China, India, Brazil

EM Company in Communications

Market Size(1): $4B

Long Term Market
Growth(1): 4-6%

Market Position(1):
#1

Page 23

(1)Market size, growth, and position per Company estimates

EM Company in Aerospace & Defense

Market Size(1): $3B

Long Term Market
Growth(1): Flat

Market Position(1): #1

Key Drivers

How We Win

•Growth comes from outside US (Russia, China, India, Middle East) driven by new
satellites and radar technologies

•Growth of intelligence, surveillance, and reconnaissance

Leading Technology, Application Solutions, including

•Direct wideband radar - 90000 X-Series oscilloscopes

•Wideband radar simulation -- Arbitrary waveform generator

•Lowest phase noise for radar - Performance signal generators

•Best amplifier characterization for satellite communications -PNA-X

•Mission-critical network surveillance - unique contribution

Market Reach, Customer Trust

•Largest installed base

•World-class, long-term service and support

•Network of system integrators and in-house capabilities

Key New Products

•Leading high-performance oscilloscopes with proprietary technology

•RF and microwave modular products with lab-quality measurements

•Industry’s highest performing handhelds

Page 24

(1)Market size, growth, and position per Company estimates

EM Company in Industrial, Computer &
Semiconductors

Market Size(1): $6B

Long Term Market
Growth(1): 3-5%

Market Position(1): #1

Key Drivers

How We Win

•Electronic content in industrial segment continues to proliferate

•Mobile computing driven by smartphones, tablets, and notebook PCs

•Cloud computing requires high-performance infrastructure

•Semiconductor R&D-driven innovation

•Strategic investments in education and research in emerging countries

Leading Technology, Application Solutions, including

•Industry-leading PCI-Express Gen3 - Oscilloscopes, bit error rate testers (BERTs),
protocol analyzers

•Premier battery drain characterization - Source measure units (SMUs)

•First THz materials research solution - Performance network analyzers

Market Reach, Customer Trust

•Award-winning products plus expanded indirect channel

•Leadership in high-speed digital standards: PCI Express, USB, HDMI

Key New Products

•Differentiated oscilloscope offering with ongoing ease-of-use innovation and value
integration

Page 25

(1)Market size, growth, and position per Company estimates

Applications	Market Position (1)	Markets	Competitors
Designs, simulates, & optimizes electronic circuit performance prior to building the prototype	#1	Communications, Aerospace/Defense, Industrial/Computer/S emi (ICS)	•Cadence •National Instruments
For wireless devices—measures performance at chip, module or device level prior to deploying in network	#3	Communications	•Anritsu •Rohde & Schwarz •Teradyne (LitePoint)
Characterizes responses of devices & componentsin an electrical network	#1	Communications, Aerospace/Defense, ICS	•Anritsu •Rohde & Schwarz
Measures changing electrical signals at different points in a circuit or system	#2	Communications, Aerospace/Defense, ICS	•Danaher (Tektronix) •LeCroy (Teledyne)
Measures magnitude or power of signal versus frequency	#1	Communications, Aerospace/Defense	•Anritsu •Rohde & Schwarz
Applies signals to circuits under development in order to predict device behavior	#1	Communications, Aerospace/Defense	•Rohde & Schwarz •Aeroflex

HP/Agilent
Introduced

1983

1967

1956

1964

1939

1985

EM Company: Key Product Platforms

Key platforms account for >50% of revenue

Page 26

(1)Source: Prime Data

New Agilent: Life Sciences Overview

Pharma & Biotech

Academia &

Government Research

Markets & Market Position

#3

#4

Market Size(1):$21B

#1 in Liquid Chromatography (LC)

#3 in Mass Spectrometry (MS)

#2 in Nuclear Magnetic Resonance (NMR)

Q3’13 Revenue Mix

by Geography

Asia Pacific

Americas

Europe

LSG also sells into the applied markets

•Revenues: $1.6B, +3% y/y (+4% core(3))

•Operating Margin: 16% of revenue

FY13(2) Financial Metrics

(1)Market size, growth, and position per Company estimates

(2)FY13 numbers are estimates based on the midpoint of Company guidance provided on August 14, 2013

(3)Core growth is reported growth adjusted for the effects of M&A and FX

•Pharma shift from new chemical entities (NCEs) to new
biological entities (NBEs) and biosimilars

•Significant potential for our platforms in emerging markets

•Relocation, decentralization of pharma infrastructure

•Investments in world-class academic base

Global Trends

Page 27

New Agilent: Diagnostics and Genomics Overview

Anatomic Pathology

Molecular Diagnostics

Market Size(1): $7B

Markets& Market Position

#2

Emerging

Q3’13 Revenue Mix

by Geography

Asia Pacific

Americas

Europe

DGG also sells into the pharmaceutical
and research markets

•Revenues: $0.7B, +65% y/y (+9% core(3))

•Operating Margin: 14.5% of revenue

•Increasing patient population (aging, lifestyle impacts)

•Increasing understanding of cancer markers and pathways

•Greater access to healthcare in emerging markets

•Companion diagnostics bring diagnostic and treatment
solutions together to enable personalized medicine

•Improvedmolecular diagnostic approaches

Global Trends

FY13(2) Financial Metrics

Page 28

(1)Market size, growth, and position per Company estimates

(2)FY13 numbers are estimates based on the midpoint of Company guidance provided on August 14, 2013

(3)Core growth is reported growth adjusted for the effects of M&A and FX

New Agilent: Chemical Analysis Group Overview

Market Size(1): $13B

Q3’13 Revenue Mix

by Geography

Asia Pacific

Americas

Europe

Food

#1

Environmental
and Forensics

#1 and #2

Chemical

and Energy

#1

Markets and Market Position

New Global Trends

•Global food supply

•New environmental contaminants

•Designer drugs

•Rising energy demands

•Revenues: $1.6B, +2% y/y (+4% core(3))

•Operating Margin: 22% of revenue

FY13(2) Financial Metrics

Page 29

(1)Market size, growth, and position per Company estimates

(2)FY13 numbers are estimates based on the midpoint of Company guidance provided on August 14, 2013

(3)Core growth is reported growth adjusted for the effects of M&A and FX

New Agilent: Key Product Platforms
Key platforms account for >50% of revenue

Platform	Applications	Markets	Market Position(1)	Competitors
LC	Pharma R&D and QC Molecular biology, cancer research Education & Research / Routine testing	Pharma & Biotech Academia & Government	#1	Waters, Shimadzu, Thermo
LC-MS	Discovery and Development Differential Expression and Pathway Analysis Protein ID, Protein Quantitation	Pharma & Biotech Applied Markets	#3	Waters, Danaher Thermo, Bruker, Shimadzu
GC	Separate a liquid or gas sample into its individual components	Chemical & Energy Forensics	#1	Shimadzu, PerkinElmer, Thermo, Bruker
GC-MS	Identify known and unknown components or contaminants	Environmental/Forensics Food Safety Chemical & Energy	#1	Thermo, Shimadzu, Bruker, Perkin Elmer
Spectroscopy	ATOMIC: Identify and measure the concentrations of elements in a solid or liquid sample MOLECULAR: Measure the amount, presence or distribution of molecular material in a sample	Environmental Chemical & Energy Pharma & Biotech	#3	Thermo, PerkinElmer, Thermo, Bruker, Shimadzu
Genomics	Sample prep for next-gen sequencing Microarrays for research and cytogenetic testing FISH for research and clinical applications	Academia & Government Pharma & Biotech Diagnostics & Clinical	#2 in Target Enrichment and Microarray	Thermo (Life), Illumina, Affymetrix
NMR	Structure elucidation, molecular dynamics and in vivo imaging for broad range of small molecules, nucleic acids, proteins	Academia & Government Pharma & Biotech	#2	Bruker, JEOL
Dako	Cancer diagnostics within anatomic pathology	Diagnostics & Clinical	#2	Roche (Ventana) Danaher (Leica)

Page 30

(1)Market position per Company estimates