Fitch Rates Agilent's Note Offering 'BBB+'; Outlook Positive

  Fitch Rates Agilent's Note Offering 'BBB+'; Outlook Positive

Business Wire

CHICAGO -- June 18, 2013

Fitch Ratings has assigned a 'BBB+' rating to Agilent Technologies, Inc.
(Agilent) (NYSE: A) senior note offering. The Rating Outlook is Positive.

KEY RATING DRIVERS

The ratings and Positive Outlook reflect Agilent's strengthening operating
profile due to ongoing revenue diversification. As a result, Fitch expects
mid-cycle annual free cash flow (FCF) approaching $1 billion. The ratings and
Outlook also reflect Agilent's conservative financial policies.

Fitch expects flat revenue growth in fiscal 2013 with solid emerging market
demand and revenues from the 2012 Dako acquisition offsetting lower U.S.
government spending, European recession, and more volatile communications
order patterns. Fitch expects emerging markets and increasing recurring
revenues to fuel mid-single-digit revenue growth beyond the near term.

Solid profitability from productivity initiatives should drive nearly $1
billion of FCF for fiscal 2013. Agilent's reduction in flexible workforce,
consolidation of manufacturing facilities and streamlining order fulfillment
will enable the company to maintain operating margins near current levels.

Fitch expects Agilent will maintain global cash levels at more than $1 billion
and manage total leverage (total debt to operating EBITDA) below 2x.
Nonetheless, share repurchase activity will likely increase. The Outlook
incorporates some headroom for debt-financed domestic acquisitions with
subsequent FCF used to bring total leverage back below 2x.

The Dako acquisition further diversified Agilent's revenue portfolio and
strengthens the company's capabilities and customer reach in cancer
diagnostics markets. Dako also expands Agilent's recurring revenues to 30%
from 25% of total. Future acquisitions are likely to be smaller in size,
outside the U.S., and focused on bio-analytical markets.

Agilent's ongoing focus on higher growth bio-analytical markets will further
reduce the company's still significant exposure to the more volatile
Electronics Measurement (EM) segment. Fitch expects EM to represent less than
45% of total revenues in fiscal 2013, down from nearly 55% five years ago.

Fitch believes Agilent's commitment to high levels of research and development
(R&D) investment support the company's technology leadership and high
retention rates of its significant installed base. R&D spending should remain
near 10% of revenues, down slightly from historical levels but higher than
that of competitors.

RATINGS SENSITIVITIES

Fitch believes positive rating actions could result from consistent annual FCF
of $1 billion, from share gains resulting in higher than expected revenue
growth, or solid execution of cost reduction initiatives driving operating
profitability expansion.

Negative rating actions could occur if there is:

--Negative organic revenue growth or sustained operating profit margin
compression in EM, likely due to reduced competitiveness or lower testing
penetration in communications markets;

--Reduced gross profit margin in the company's bio-analytical markets,
signaling product commoditization or less robust growth within developing
economies;

--Material borrowing to support share buybacks.

Fitch expects credit protection measures will remain near current levels,
driven by Fitch's expectations that profitability will remain near current
levels over the intermediate term and that Agilent will refinance upcoming
debt maturities.

Fitch estimates total leverage was approximately 1.6x for the latest 12 months
(LTM) ended April 30, 2013 and should remain below 2x over the intermediate
term. Interest coverage (operating EBITDA to gross interest expense) was
nearly 13x for the LTM ended April 30, 2013 and should remain in excess of
10x.

The ratings are supported by:

--Leading market positions in faster growing and more stable life sciences,
chemical analysis, and diagnostics and genomics markets;

--Global footprint and increasing end-market, customer, and technology
platform diversification;

--Conservative financial policies with sufficient overall liquidity, as well
as expectations for lower but still solid annual FCF in a downturn.

Ratings concerns include:

--Mature growth rates and trends toward reduced testing within certain
electronic measurement markets;

--Substantial R&D requirements to maintain technology leadership;

--Potential for higher debt levels over the longer term to support domestic
spending, due to anticipated overseas cash build.

As of April 30, 2013, Fitch believes Agilent's liquidity was solid and
supported by:

--Approximately $2.5 billion of cash and cash equivalents, approximately $1.9
billion of which was located overseas;

--An undrawn $400 million senior unsecured RCF expiring Oct. 20, 2016.

Agilent's liquidity is also supported by expectations for mid-cycle annual FCF
approaching $1 billion.

Total debt was approximately $2.4 billion as of Jan. 31, 2013 and consisted
of:

--$250 million of 2.5% senior notes due Jul. 15, 2013;

--$500 million of 5.5% senior notes due Sep. 14, 2015;

--$600 million of 6.5% senior notes due Nov. 1, 2017;

--$500 million of 5% senior notes due Jul. 15, 2020;

--$400 million of 3.2% senior notes due Oct. 1, 2022.

Additional information is available at 'www.fitchratings.com'.

Applicable Criteria and Related Research:

--'Corporate Rating Methodology' (Aug. 8, 2012);

--'Evaluating Corporate Governance' (Dec. 12, 2012);

--'Cash Flow Measures in Corporate Analysis - Amended' (Aug. 9, 2012).

Applicable Criteria and Related Research:

Corporate Rating Methodology

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=684460

Evaluating Corporate Governance

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=694649

Cash Flow Measures in Corporate Analysis

http://www.fitchratings.com/creditdesk/reports/report_frame.cfm?rpt_id=243758

Additional Disclosure

Solicitation Status

http://www.fitchratings.com/gws/en/disclosure/solicitation?pr_id=793894

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Contact:

Fitch Ratings
Primary Analyst
Jason Pompeii, +1 312-368-3210
Senior Director
Fitch Ratings, Inc.
70 West Madison St.
Chicago, IL 60602
or
Secondary Analyst
Jason Paraschac, CFA, +1 212-908-0746
Senior Director
or
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brian.bertsch@fitchratings.com