-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QqkIvXfQw8wGdzOSVD9AEj+9WuCxZJ5oLBTDlrFUk/3xfp5zH9PHiRwDU1rWWrFt bWHJV+sloGi92+8N77MjKA== 0000891618-02-003998.txt : 20020820 0000891618-02-003998.hdr.sgml : 20020820 20020819214723 ACCESSION NUMBER: 0000891618-02-003998 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020819 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20020820 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AGILENT TECHNOLOGIES INC CENTRAL INDEX KEY: 0001090872 STANDARD INDUSTRIAL CLASSIFICATION: INSTRUMENTS FOR MEAS & TESTING OF ELECTRICITY & ELEC SIGNALS [3825] IRS NUMBER: 770518772 STATE OF INCORPORATION: DE FISCAL YEAR END: 1031 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15405 FILM NUMBER: 02743342 BUSINESS ADDRESS: STREET 1: 395 PAGE MILL ROAD STREET 2: MS A 3-10 CITY: PALO ALTO STATE: CA ZIP: 94306 BUSINESS PHONE: 6507525000 MAIL ADDRESS: STREET 1: 395 PAGE MILL ROAD STREET 2: MS A 3-10 CITY: PALO ALTO STATE: CA ZIP: 94306 FORMER COMPANY: FORMER CONFORMED NAME: HP MEASUREMENT INC DATE OF NAME CHANGE: 19990716 8-K 1 f83960e8vk.htm FORM 8-K DATED 8/19/2002 Agilent Technologies 8-K Dated 8/19/2002
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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) August 19, 2002

AGILENT TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)
         
Delaware   001-15405   77-0518772
 
 
(State or other jurisdiction of
incorporation or organization)		   (Commission File Number)   (IRS Employer Identification No.)

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.
Item 7. Financial Statements and Exhibits
SIGNATURES
EXHIBIT INDEX
EXHIBIT 99.1

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Item 5. Other Events.

On August 19, 2002, Agilent Technologies, Inc. (the “Company”) announced its results for the three and nine months ended July 31, 2002. A copy of the financial statements of the Company for the three and nine months ended July 31, 2002 is attached as Exhibit 99.1.

Item 7. Financial Statements and Exhibits

(a)  Exhibits

     
Exhibit No.   Description
 
99.1   Financial Statements of the Company for the three and nine months ended July 31, 2002.

 

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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.

Date: August 20, 2002

         
        AGILENT TECHNOLOGIES, INC.
 
 
    By:   /s/ Marie Oh Huber
       
    Name:   Marie Oh Huber
Vice President, Assistant General Counsel
and Assistant Secretary

 

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EXHIBIT INDEX

     
Exhibit No.   Description
 
99.1   Financial Statements of the Company for the three and nine months ended July 31, 2002.

  EX-99.1 3 f83960exv99w1.txt EXHIBIT 99.1 Exhibit 99.1 AGILENT TECHNOLOGIES, INC. CONDENSED CONSOLIDATED STATEMENT OF EARNINGS (In millions, except per share amounts) (Unaudited)
Nine Months Ended July 31, ------------------------------ Percent 2002 2001 Inc/(Dec) ------- ------- --------- Orders $ 4,518 $ 5,193 (13%) Net revenue $ 4,274 $ 6,790 (37%) Costs and expenses: Cost of products and services 2,578 3,650 (29%) Research and development 870 956 (9%) Selling, general and administrative 2,046 2,270 (10%) ------- ------- Total costs & expenses 5,494 6,876 (20%) ------- ------- Loss from operations (1,220) (86) N/M Other income (expense), net 47 312 (85%) ------- ------- (Loss) earnings from continuing operations before taxes (1,173) 226 (619%) (Benefit) provision for taxes (386) 183 (311%) ------- ------- (Loss) earnings from continuing operations (787) 43 N/M Earnings from discontinued operations (net of taxes) -- 6 N/M Loss from sale of discontinued operations (net of taxes) (9) -- N/M ------- ------- (Loss) earnings before cumulative effect of accounting changes (796) 49 N/M Cumulative effect of adopting SFAS No. 133 (net of tax benefit of $16 million) -- (25) N/M Cumulative effect of adopting SAB 101 (net of tax benefit of $27 million) -- (47) N/M ------- ------- Net loss $ (796) $ (23) N/M ======= ======= NET LOSS PER SHARE - BASIC: (Loss) earnings from continuing operations $ (1.69) $ 0.09 Earnings from discontinued operations, net -- 0.01 Loss from sale of discontinued operations, net (0.02) -- Cumulative effect of adopting SFAS No. 133, net -- (0.05) Cumulative effect of adopting SAB 101, net -- (0.10) ------- ------- Net loss $ (1.71) $ (0.05) ======= ======= NET LOSS PER SHARE - DILUTED: (Loss) earnings from continuing operations $ (1.69) $ 0.09 Earnings from discontinued operations, net -- 0.01 Loss from sale of discontinued operations, net (0.02) -- Cumulative effect of adopting SFAS No. 133, net -- (0.05) Cumulative effect of adopting SAB 101, net -- (0.10) ------- ------- Net loss $ (1.71) $ (0.05) ======= ======= Avg shares used in computing net (loss) earnings per share: Basic 465 457 Diluted 465 457
AGILENT TECHNOLOGIES, INC. CONDENSED CONSOLIDATED STATEMENT OF EARNINGS (In millions, except per share amounts) (Unaudited)
Three Months Ended ------------------ July 31, Percent 2002 2001 Inc/(Dec) ------- ------- ------- Orders $ 1,456 $ 1,324 10% Net revenue $ 1,391 $ 1,819 (24%) Costs and expenses: Cost of products and services 846 1,075 (21%) Research and development 283 303 (7%) Selling, general and administrative 691 772 (10%) ------- ------- Total costs & expenses 1,820 2,150 (15%) ------- ------- Loss from operations before taxes (429) (331) (30%) Other income, net 6 35 (83%) ------- ------- Loss from continuing operations before taxes (423) (296) (43%) Benefit for taxes (200) (76) 163% ------- ------- Loss from continuing operations (223) (220) (1%) Loss from discontinued operations (net of taxes) - (5) N/M Loss from sale of discontinued operations (net of taxes) (5) - N/M ------- ------- Net loss $ (228) $ (225) (1%) ======= ======= NET LOSS PER SHARE - BASIC: Loss from continuing operations $ (0.48) $ (0.48) Loss from discontinued operations, net - (0.01) Loss from sale of discontinued operations, net (0.01) - ------- ------- Net loss $ (0.49) $ (0.49) ======= ======= NET LOSS PER SHARE - DILUTED: Loss from continuing operations $ (0.48) $ (0.48) Loss from discontinued operations, net - (0.01) Loss from sale of discontinued operations, net (0.01) - ------- ------- Net loss $ (0.49) $ (0.49) ======= ======= Avg shares used in computing net loss per share: Basic 466 459 Diluted 466 459
AGILENT TECHNOLOGIES, INC. CONDENSED CONSOLIDATED BALANCE SHEET (IN MILLIONS, EXCEPT PAR VALUE AND SHARE AMOUNTS) (UNAUDITED)
July 31, October 31, 2002 2001 ------- ----------- ASSETS Current assets: Cash and cash equivalents $ 2,105 $ 1,170 Accounts receivable, net 873 977 Inventory 1,301 1,491 Net investment in lease receivable 1 237 Other current assets 699 924 ------- ------- Total current assets 4,979 4,799 Property, plant and equipment, net 1,713 1,848 Goodwill and other intangible assets, net 780 1,070 Other assets 965 269 ------- ------- Total assets $ 8,437 $ 7,986 ======= ======= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 373 $ 392 Employee compensation and benefits 498 576 Deferred revenue 278 279 Accrued taxes and other accrued laibilities 809 755 ------- ------- Total current liabilities 1,958 2,002 ------- ------- Senior convertible debentures 1,150 -- Other liabilities 328 325 ------- ------- Total liabilities 3,436 2,327 ------- ------- Commitments and contingencies Stockholders' equity: Preferred stock; $0.01 par value; 125 million shares authorized; none issued and outstanding Common stock; $0.01 par value; 2 billion shares authorized; 467 million shares at July 31, 2002 and 461 million shares at October 31, 2001 issued and outstanding 5 5 Additional paid-in capital 4,862 4,723 Retained earnings 135 931 Accumulated comprehensive loss (1) -- ------- ------- Total stockholders' equity 5,001 5,659 ------- ------- Total liabilities and stockholders' equity $ 8,437 $ 7,986 ======= =======
AGILENT TECHNOLOGIES, INC. CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (IN MILLIONS) (UNAUDITED)
Nine months Three months ended ended July 31, July 31, 2002 2002 ------------ ------- Cash flows from operating activities: Loss from continuing operations $ (787) $ (223) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 548 180 Inventory-related charges 32 10 Deferred taxes 3 (22) Asset impairment charges 30 18 Retirement plans curtailment gain (19) (19) Net gain on divestitures and sale of assets (12) -- Changes in assets and liabilities: Accounts receivable 104 38 Inventory 182 20 Accounts payable (26) 31 US pension trust fund contribution (76) -- Employee compensation and benefits (1) (24) Income taxes (461) (192) Other current assets and liabilities 127 76 Other long-term assets and liabilities (87) (74) ------- ------- Net cash used in operating activities *: (443) (181) ------- ------- Cash flows from investing activities: Investments in property, plant and equipment (213) (58) Proceeds from net investment in lease receivable 237 -- Purchase of equity investments (15) (12) Proceeds from dispositions 26 -- ------- ------- Net cash provided by (used in) investing activities: 35 (70) ------- ------- Cash flows from financing activities: Issuance of senior convertible debentures, net of issuance costs 1,123 -- Issuance of common stock under employee stock plans 131 59 Net proceeds from notes payable and short-term borrowings 1 (3) ------- ------- Net cash provided by financing activities: 1,255 56 ------- ------- Net cash provided by discontinued operations 88 65 ------- ------- Change in cash and cash equivalents 935 (130) ------- ------- Cash and cash equivalents at beginning of period 1,170 2,235 ------- ------- Cash and cash equivalents at end of period $ 2,105 $ 2,105 ======= ======= * Cash payments for restructuring included in operating activities: 184 40
AGILENT TECHNOLOGIES, INC. TEST AND MEASUREMENT INFORMATION (IN MILLIONS, EXCEPT PERCENT CHANGES) (UNAUDITED)
Three months Three months Three months ended ended ended July 31, July 31, Yr vs.Yr April 30, Sequential 2002 2001 %change 2002 %change -------------------------------------------------------------------------- Orders $ 802 $ 793 1% $ 836 (4%) Net Revenue $ 715 $1,130 (37%) $ 814 (12%) Pro Forma loss from continuing operations $(279) $ (135) (107%) $(218) (28%) --------------------------------------------------------------------------
Nine months Nine months ended ended July 31, July 31, Yr vs.Yr 2002 2001 %change ------------------------------------------ Orders $2,470 $3,345 (26%) Net Revenue $2,351 $4,496 (48%) Pro Forma (loss) earnings from continuing operations $ (726) $ 235 (409%) ------------------------------------------
We provide pro forma financial information to help the reader better understand our operating results. This information is not in accordance with, or an alternative for, generally accepted accounting principles and may be different from the pro forma information provided by other companies. In general, recorded orders represent firm purchase commitments from our customers with established terms and conditions for products and services that will be delivered within six months. Historical amounts were reclassified to conform with current period presentation. AGILENT TECHNOLOGIES, INC. SEMICONDUCTOR PRODUCTS INFORMATION (IN MILLIONS, EXCEPT PERCENT CHANGES) (UNAUDITED)
Three months Three months Three months ended ended ended July 31, July 31, Yr vs.Yr April 30, Sequential 2002 2001 %change 2002 %change ------------------------------------------------------------------- Orders 383 277 38% 476 (20%) Net Revenue 390 420 (7%) 371 5% Pro Forma loss from continuing operations (24) (39) 38% (26) 8% -------------------------------------------------------------------
Nine months Nine months ended ended July 31, July 31, Yr vs.Yr 2002 2001 %change ------------------------------------------- Orders 1,205 1,030 17% Net Revenue 1,088 1,467 (26%) Pro Forma loss from continuing operations (100) (62) (61%) -------------------------------------------
We provide pro forma financial information to help the reader better understand our operating results. This information is not in accordance with, or an alternative for, generally accepted accounting principles and may be different from the pro forma information provided by other companies. In general, recorded orders represent firm purchase commitments from our customers with established terms and conditions for products and services that will be delivered within six months. Historical amounts were reclassified to conform with current period presentation. AGILENT TECHNOLOGIES, INC. LIFE SCIENCES AND CHEMICAL ANALYSIS INFORMATION (In millions, except percent changes) (Unaudited)
Three months Three months Three months ended ended ended July 31, July 31, Yr vs.Yr April 30, Sequential 2002 2001 %change 2002 %change ---------------------------------------------------------------------- Orders 271 254 7% 285 (5%) Net Revenue 286 269 6% 272 5% Pro Forma Earnings from continuing operations 42 26 62% 25 68% ----------------------------------------------------------------------
Nine months Nine months ended ended July 31, July 31, Yr vs.Yr 2002 2001 %change -------------------------------------- Orders 843 818 3% Net Revenue 835 827 1% Pro Forma Earnings from continuing operations 105 53 98% --------------------------------------
We provide pro forma financial information to help the reader better understand our operating results. This information is not in accordance with, or an alternative for, generally accepted accounting principles and may be different from the pro forma information provided by other companies. In general, recorded orders represent firm purchase commitments from our customers with established terms and conditions for products and services that will be delivered within six months. Historical amounts were reclassified to conform with current period presentation. -----END PRIVACY-ENHANCED MESSAGE-----