8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

May 28, 2015

Date of Report (Date of earliest event reported)

AGILENT TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-15405	77-0518772
(State or other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		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

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:

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

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

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

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

Item 8.01.             Other Items.

On May 28, 2015, Agilent Technologies, Inc. (the “Company”) issued a press release announcing that the Board of Directors of the Company approved a stock repurchase program authorizing the purchase of up to $1.14 billion of the Company’s common stock through and including November 1, 2018 (the “2015 Stock Repurchase Program”). The 2015 Stock Repurchase Program will commence, at the option of the Company, on either (1) November 1, 2015 or (2) the date in which the Company completes the purchase of $365 million of common stock under the existing stock repurchase program in fiscal 2015.

Item 9.01.             Financial Statements and Exhibits.

(d) Exhibits

Exhibit 99.1 is furnished as an exhibit to this report and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.

Exhibit No.	Description
99.1	Press release dated May 28, 2015 regarding stock repurchase program.

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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.
	By:	/s/ Michael Tang
	Name:	Michael Tang
	Title:	Vice President, Assistant General Counsel and
		Secretary
Date: May 28, 2015

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press release dated May 28, 2015 regarding stock repurchase program.

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EX-99.1

Exhibit 99.1

EDITORIAL CONTACT:

Michele Drake

+1 408 345 8396

michele_drake@agilent.com

INVESTOR CONTACT:

Alicia Rodriguez

+1 408 345 8948

alicia_rodriguez@agilent.com

Agilent Technologies Authorizes New Share Repurchase Program

SANTA CLARA, Calif., May 28, 2015 - Agilent Technologies Inc. (NYSE: A) today announced that its board of directors has approved a new share repurchase program. The 2015 Stock Repurchase Program authorizes the purchase of up to $1.14 billion of the company’s common stock through and including Nov. 1, 2018.

The new program will commence, at the option of the company, on either Nov. 1, 2015, or the date on which the company completes the purchase of $365 million of common stock under the existing stock repurchase program in fiscal 2015. Upon commencement, the new repurchase program replaces Agilent’s existing stock repurchase program, which authorized the repurchase of shares to reduce or eliminate share dilution from equity programs.

The number of shares to be repurchased and the timing of any repurchases will depend on factors such as the stock price, economic and market conditions, and corporate and regulatory requirements. The stock repurchase program may be suspended or discontinued at any time.

About Agilent Technologies

Agilent Technologies Inc. (NYSE: A), a global leader in life sciences, diagnostics and applied chemical markets, is the premier laboratory partner for a better world. Agilent works with customers in more than 100 countries, providing instruments, software, services and consumables for the entire laboratory workflow. Agilent generated revenues of $4.0 billion in fiscal 2014. The company employs about 12,000 people worldwide. Information about Agilent is available at www.agilent.com.

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Forward-Looking Statements

This news release contains forward-looking statements as defined in the Securities Exchange Act of 1934 and is subject to the safe harbors created therein. The forward-looking statements contained herein include, but are not limited to, information regarding the company’s share repurchase programs. These forward-looking statements involve risks and uncertainties that could cause Agilent’s results to differ materially from management’s current expectations. Such risks and uncertainties are detailed in Agilent’s filings with the Securities and Exchange Commission, including our Annual Report on Form 10-Q for the quarter ended Jan. 31, 2015. Forward-looking statements are based on the beliefs and assumptions of Agilent’s management and on currently available information. Agilent undertakes no responsibility to publicly update or revise any forward-looking statement.

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