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 and Exchange Act of 1934 Date of Report (Date of earliest event reported) November 19, 2001 AGILENT TECHNOLOGIES, INC. -------------------------- (Exact name of registrant as specified in its charter) Delaware 001-15405 77-0518772 -------- --------- ---------- (State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.) incorporation or organization) 395 Page Mill Road, Palo Alto, California 94306 ----------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (650) 752-5000 -------------------------------------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Item 5. Other Events. Agilent Technologies, Inc., a Delaware corporation (the "Company"), entered into the (1) Amendment to 364 Day Amended and Restated Credit Agreement dated as of November 19, 2001 among the Company, the banks, financial institutions and other institutional lenders parties to the Credit Agreement (collectively, the "Lenders") and Citicorp USA, Inc. as agent for the Lenders and (2) First Amendment to Five Year Credit Agreement dated as of November 19, 2001 among the Company, the banks, financial institutions and other institutional lenders parties to the Credit Agreement (collectively, the "Lenders") and Citicorp USA, Inc. as agent for the Lenders (collectively, the " Bank Amendments"). The Bank Amendments are attached as Exhibit 99.1 and Exhibit 99.2, respectively. Item 7. Financial Statements and Exhibits (a) Exhibits ------------------------------------------------------------ --------------------------------------------------------- Exhibit No. Description ------------------------------------------------------------ --------------------------------------------------------- 99.1 Amendment to 364 Day Amended and Restated Credit Agreement dated as of November 19, 2001 among Agilent Technologies, Inc., a Delaware corporation, the banks, financial institutions and other institutional lenders parties to the Credit Agreement (collectively, the "Lenders") and Citicorp USA, Inc. as agent for the Lenders ------------------------------------------------------------ --------------------------------------------------------- 99.2 First Amendment to Five Year Credit Agreement dated as of November 19, 2001 among Agilent Technologies, Inc., a Delaware corporation, the banks, financial institutions and other institutional lenders parties to the Credit Agreement (collectively, the "Lenders") and Citicorp USA, Inc. as agent for the Lenders ------------------------------------------------------------ --------------------------------------------------------- SIGNATURES 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/ Marie Oh Huber -------------------------------------- Name: Marie Oh Huber Title: Vice President, Assistant Secretary and Assistant General Counsel Date: November 19, 2001 EXHIBIT INDEX ------------------------------------------------------------ --------------------------------------------------------- Exhibit No. Description ------------------------------------------------------------ --------------------------------------------------------- 99.1 Amendment to 364 Day Amended and Restated Credit Agreement dated as of November 19, 2001 among Agilent Technologies, Inc., a Delaware corporation, the banks, financial institutions and other institutional lenders parties to the Credit Agreement (collectively, the "Lenders") and Citicorp USA, Inc. as agent for the Lenders ------------------------------------------------------------ --------------------------------------------------------- 99.2 First Amendment to Five Year Credit Agreement dated as of November 19, 2001 among Agilent Technologies, Inc., a Delaware corporation, the banks, financial institutions and other institutional lenders parties to the Credit Agreement (collectively, the "Lenders") and Citicorp USA, Inc. as agent for the Lenders ------------------------------------------------------------ ---------------------------------------------------------