-----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, Q7AIPKSOPct0a58qCVfTFrlMsR3+L337o+Fhp9euBIDV5CgFuU01Yoh3Eh745688 4/kTWz96uLm6d1m1AXUp3w== 0000891618-03-001031.txt : 20030225 0000891618-03-001031.hdr.sgml : 20030225 20030225170721 ACCESSION NUMBER: 0000891618-03-001031 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030221 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030225 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: 03579616 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 f87982e8vk.htm FORM 8-K Agilent Technologies, 8-K, 02/21/03
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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): February 21, 2003

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 February 21, 2003, Agilent Technologies, Inc. (the “Company”) announced its results for the three months ended January 31, 2003. Information regarding such results and a copy of the financial statements of the Company for the three months ended January 31, 2003 is attached as Exhibit 99.1.

Item 7.     Financial Statements and Exhibits.

(a)   Exhibits

     
Exhibit No.   Description
 
99.1   Information regarding the results for and the financial statements of the Company for the three months ended January 31, 2003.

 

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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.

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

Date: February 25, 2003

 

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EXHIBIT INDEX

     
Exhibit No.   Description
 
99.1   Information regarding the results for and the financial statements of the Company for the three months ended January 31, 2003.

  EX-99.1 3 f87982exv99w1.txt EXHIBIT 99.1 Exhibit 99.1 On February 21, 2003, Agilent Technologies Inc. reported orders of $1.36 billion and revenue of $1.41 billion for the fiscal first quarter ended Jan. 31, 2003. After $12 million of non-cash amortization charges and $42 million of restructuring expenses, the net first quarter loss from continuing operations was $112 million, or $0.24 per share on a generally accepted accounting principle (GAAP)basis. In addition, the company took a $257 million one-time goodwill write-off in the quarter related to the adoption of a new accounting rule, SFAS 142. "Our first quarter results were disappointing," said Ned Barnholt, Agilent chairman, president and chief executive officer. "Orders were weaker than expected due to a general climate of uncertainty. In addition, margin pressures continued to impact several of our businesses. Based on these results, we are taking additional aggressive cost-cutting actions to return Agilent to profitability during the second half of this year." Barnholt said that Agilent's orders were down 22 percent compared to a year ago in the Americas, about flat in Europe and up 7 percent in Asia. "Our first quarter results reflect a collective hesitation by many of our customers, who are deferring capital expenditures. Geopolitical uncertainty, on top of the general economic weakness we've experienced in the last year and a half, has resulted in a continuing pattern of weak orders." While all of Agilent's business segments were relatively soft in the first quarter, the company said it saw particular weakness in its semiconductor equipment, test and measurement, and chemical analysis businesses compared to prior expectations. To date, Agilent has achieved about $1.25 billion of annualized savings from its previously announced restructuring programs. The company said it had expected to finish this year with a normalized quarterly breakeven cost structure of about $1.57 billion. The new actions Agilent will take in the next few months will reduce the workforce by an additional 4,000 jobs and bring the company's cost structure down an additional $125 million per quarter in order to achieve a fourth quarter breakeven cost structure of $1.45 billion. Segment Results Test and Measurement (in millions of dollars)
Q1:F03 Q4:F02 Q1:F02 ------ ------ ------ Orders 594 673 647 Revenues 633 747 684 Operating Profit(1) (132) (107) (171)
First quarter Test and Measurement orders were down 8 percent from one year ago and were off 12 percent from the seasonally strong fourth quarter. By market segment, communications test, buoyed by the still strong Asian wireless market, was stronger than general purpose test. Within general purpose test, U.S. government spending was particularly weak. First quarter revenues of $633 million were down 7 percent from last year and off 15 percent sequentially. Restructuring actions helped offset the impact of lower volumes and intense competitive pressures on operating results. The first quarter operating loss of $132 million was $39 million below last year despite $51 million lower revenues. Sequentially, the first quarter operating loss increased a relatively modest $25 million, considering the $114 million reduction in revenues. Additional restructuring, combined with the actions already underway, is expected to bring Test and Measurement to a breakeven by the fourth quarter of this year. Automated Test (in millions of dollars)
Q1:F03 Q4:F02 Q1:F02 ------ ------ ------ Orders 115 151 185 Revenues 136 220 138 Operating Profit(1) (48) 9 (44)
First quarter Automated Test orders of $115 million were down 38 percent from the very strong pace of one year earlier, and were off 24 percent sequentially. Automated Test's book-to-bill ratio of 0.85 was consistent with the industry results through January recently reported by Semiconductor Equipment and Materials International (2). The volatility in Automated Test segment orders was due to both the system-on-a-chip (SOC) business, which was down 45 percent from last year but up 31 percent from the prior quarter, and from our flash memory test business, which was down sharply versus both prior year and the prior quarter due to the lumpiness of customer orders. Excluding flash memory test, segment orders were flat sequentially. Revenues of $136 million were about flat with a year ago and off 38 percent sequentially because of declining orders. The first quarter operating loss of $48 million was $4 million greater than last year. Semiconductor Products (in millions of dollars)
Q1:F03 Q4:F02 Q1:F02 ------ ------ ------ Orders 381 363 346 Revenues 367 471 327 Operating Profit(1) (48) 21 (61)
Semiconductor Products' orders of $381 million were 10 percent above last year and up 5 percent sequentially. Revenues of $367 million were 12 percent higher than one year ago but off 22 percent from strong fourth quarter 2002 results. The book-to-bill ratio of 1.04 compares to 0.77 in the fourth quarter and 1.06 one year ago. Operating results were affected by the decline in ASIC business and the cost of ramping production to meet strong demand for the FBAR filter and E-pHEMT power module. The operating loss of $48 million compares to a $61 million loss one year ago and $21 million of operating profits in the prior quarter. Life Sciences and Chemical Analysis (in millions of dollars)
Q1:F03 Q4:F02 Q1:F02 ------ ------ ------ Orders 268 308 287 Revenues 276 298 277 Operating Profit(1) 34 43 35
Life Sciences and Chemical Analysis orders of $268 million were 7 percent below one year ago and off 13 percent from the seasonally strong fourth quarter. Within the segment, orders for chemical analytical systems were particularly weak, down 9 percent from a year ago and 13 percent sequentially, as customers delayed spending due to higher oil prices, and geopolitical and economic uncertainty. Pharmaceutical companies also slowed spending in the quarter, with total Life Sciences orders off 3 percent from a year ago and 13 percent sequentially. Revenues of $276 million were flat with a year ago and down 7 percent sequentially. Operating profits of $34 million were about equal to a year ago and off only $9 million sequentially, despite a $22 million decline in revenues. Agilent ended the quarter with $1.75 billion in cash and equivalents, and generated more than $220 million from the reduction in receivables and inventories. About Agilent Technologies Agilent Technologies Inc. (NYSE: A) is a global technology leader in communications, electronics and life sciences. The company's 35,000 employees serve customers in more than 110 countries. Agilent had net revenue of $6 billion in fiscal year 2002. Agilent management will host a live webcast of its quarterly conference call with the investment community in listen-only mode today at 7 a.m. (PT). Listeners may log on at www.investor.agilent.com and select "conference calls." The webcast will remain on the company site for seven days. A telephone replay of the conference call will be available starting at 11 a.m. (PT) on Feb. 21 through Feb. 28 by dialing +1 719 457 0820 and entering pass code 101496. Safe Harbor Statement This Form 8-K contains forward-looking statements (including, without limitation, information regarding projected workforce reductions and breakeven) that involve risks and uncertainties that could cause results of Agilent to differ materially from management's current expectations. In addition, other risks that Agilent faces in running its operations include: the ability to execute successfully through the current economic downturn and an upturn while it continues to implement significant workforce reductions, the ability to meet and achieve the benefits of its cost reduction goals and otherwise successfully adapt its cost structures to continuing changes in business conditions, the risk that our cost-cutting initiatives will impair our ability to develop products and remain competitive, increasing competitive, pricing and gross margin pressures, the successful implementation of Agilent's ERP and CRM systems and the ability to realize the benefits from these and other IT systems investments, the ability to improve asset performance to adapt to the current economic slowdown and other changes in demand, the ability to successfully introduce new products at the right time and with the right mix, and other risks detailed in the company's filings with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the year ended Oct. 31, 2002 and its Current Reports on Form 8-K dated Jan. 24 and Feb. 10, 2003. The company assumes no obligation to update the information in this Form 8-K. # # # (1) before restructuring charges in all periods (2) according to Semiconductor Equipment and Materials International press release dated Feb. 18, 2002 (see http://www.semi.org). AGILENT TECHNOLOGIES, INC. CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (IN MILLIONS, EXCEPT PER SHARE AMOUNTS) (UNAUDITED)
Three Months Ended January 31, --------------------------- Percent 2003 2002 Inc/(Dec) ---------- ---------- ------------ Orders $ 1,358 $ 1,465 (7%) Net revenue $ 1,412 $ 1,426 (1%) Costs and expenses: Cost of products and services 883 920 (4%) Research and development 277 317 (13%) Selling, general and administrative 508 631 (19%) ---------- ---------- Total costs and expenses 1,668 1,868 (11%) ---------- ---------- Loss from operations (256) (442) 42% Other income (expense), net 4 19 (79%) ---------- ---------- Loss from continuing operations before taxes (252) (423) 40% Benefit for taxes (140) (106) 32% ---------- ---------- Loss from continuing operations (112) (317) 65% Gain from sale of discontinued operations (net of taxes) - 2 ---------- ---------- Loss before cumulative effect of accounting changes (112) (315) 64% Cumulative effect of adopting SFAS No. 142 (net of tax benefit of $11 million) (257) - ---------- ---------- Net loss $ (369) $ (315) (17%) ========== ========== NET (LOSS) EARNINGS PER SHARE - BASIC AND DILUTED: Loss from continuing operations $ (0.24) $ (0.68) Gain from sale of discontinued operations, net - - Cumulative effect of adopting SFAS No. 142, net (0.54) - ---------- ---------- Net loss $ (0.78) $ (0.68) ========== ========== Weighted average shares used in computing loss per share: Basic and diluted 471 463
Historical amounts have been reclassified to conform with current period presentation. AGILENT TECHNOLOGIES, INC. CONDENSED CONSOLIDATED BALANCE SHEET (IN MILLIONS, EXCEPT PAR VALUE AND SHARE AMOUNTS) (UNAUDITED)
January 31, October 31, 2003 2002 ------------- ------------- ASSETS Current assets: Cash and cash equivalents $ 1,754 $ 1,844 Accounts receivable, net 930 1,118 Inventory 1,166 1,184 Current deferred tax assets 451 462 Other current assets 258 272 ------------- ------------- Total current assets 4,559 4,880 Property, plant and equipment, net 1,571 1,579 Goodwill and other intangible assets, net 422 685 Long-term deferred tax assets 796 635 Other assets 422 424 ------------- ------------- Total assets $ 7,770 $ 8,203 ============= ============= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Accounts payable $ 290 $ 305 Employee compensation and benefits 627 733 Deferred revenue 256 244 Income and other taxes payable 387 325 Other accrued liabilities 463 574 ------------- ------------- Total current liabilities 2,023 2,181 ------------- ------------- Senior convertible debentures 1,150 1,150 Other liabilities 248 245 ------------- ------------- Total liabilities 3,421 3,576 ------------- ------------- 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 October 31, 2002 and 471 million shares at January 31, 2003 issued and outstanding 5 5 Additional paid-in capital 4,922 4,872 Accumulated deficit (470) (101) Accumulated comprehensive loss (108) (149) ------------- ------------- Total stockholders' equity 4,349 4,627 ------------- ------------- Total liabilities and stockholders' equity $ 7,770 $ 8,203 ============= =============
AGILENT TECHNOLOGIES, INC. CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (IN MILLIONS) (UNAUDITED)
Three months ended January 31, 2003 ---------------- Cash flows from operating activities: Net loss $ (369) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 82 Inventory-related charges (1) Deferred taxes (149) Asset impairment charges 10 Net loss on sale of assets 4 Adoption of SFAS No. 142 268 Changes in assets and liabilities: Accounts receivable 192 Inventory 32 Accounts payable (9) Employee compensation and benefits (106) Income taxes 33 Other current assets and liabilities (60) Other long-term assets and liabilities (3) ---------------- Net cash used in operating activities *: (76) Cash flows from investing activities: Investments in property, plant and equipment (61) Dispositions of property, plant and equipment 1 Purchase of equity investments (2) ---------------- Net cash used in investing activities: (62) Cash flows from financing activities: Issuance of common stock under employee stock plans 50 Net payments to notes payable and short-term borrowings (2) ---------------- Net cash provided by financing activities: 48 ---------------- Change in cash and cash equivalents (90) Cash and cash equivalents at beginning of period 1,844 ---------------- Cash and cash equivalents at end of period 1,754 ================
* Cash payments for restructuring included in operating activities: 43 AGILENT TECHNOLOGIES, INC. TEST AND MEASUREMENT INFORMATION (IN MILLIONS, EXCEPT PERCENT CHANGES) (UNAUDITED)
- ------------------------------------------------------------------------------------------------------------- Three months Three months Three months ended ended ended January 31, January 31, Yr vs. Yr October 31, Sequential 2003 2002 % change 2002 % change -------------------------------------------------------------------------------- Orders $ 594 $ 647 (8%) $ 673 (12%) Net Revenue $ 633 $ 684 (7%) $ 747 (15%) Loss from operations $ (132) $ (171) 23% $ (107) (23%) -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------------------------------------
Loss from operations reflect the results of our reportable segments under Agilent's management reporting system which are not necessarily in conformity with accounting principles generally accepted in the United States (GAAP). Loss from operations of our reporting segments excludes restructuring, amortization of intangibles, other one-time and non-operational charges and some residual corporate charges. 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 have been 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 January 31, January 31, Yr vs. Yr October 31, Sequential 2003 2002 % change 2002 % change ------------------------------------------------------------------------------------- Orders $ 381 $ 346 10% $ 363 5% Net Revenue $ 367 $ 327 12% $ 471 (22%) (Loss) earnings from operations $ (48) $ (61) 21% $ 21 (329%) ------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------------
Loss from operations reflect the results of our reportable segments under Agilent's management reporting system which are not necessarily in conformity with accounting principles generally accepted in the United States (GAAP). Loss from operations of our reporting segments excludes restructuring, amortization of intangibles, other one-time and non-operational charges and some residual corporate charges. In general, recorded orders represent firm purchase commitments from our customers with established terms and conditions for products that will be delivered within six months. Historical amounts have been reclassified to conform with current period presentation. AGILENT TECHNOLOGIES, INC. AUTOMATED TEST INFORMATION (IN MILLIONS, EXCEPT PERCENT CHANGES) (UNAUDITED)
- ---------------------------------------------------------------------------------------------------------------------------- Three months Three months Three months ended ended ended January 31, January 31, Yr vs. Yr October 31, Sequential 2003 2002 % change 2002 % change -------------------------------------------------------------------------------------- Orders $ 115 $ 185 (38%) $ 151 (24%) Net Revenue $ 136 $ 138 (1%) $ 220 (38%) (Loss) earnings from operations $ (48) $ (44) (9%) $ 9 (633%) -------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------------
Loss from operations reflect the results of our reportable segments under Agilent's management reporting system which are not necessarily in conformity with accounting principles generally accepted in the United States (GAAP). Loss from operations of our reporting segments excludes restructuring, amortization of intangibles, other one-time and non-operational charges and some residual corporate charges. 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 have been 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 January 31, January 31, Yr vs. Yr October 31, Sequential 2003 2002 % change 2002 % change -------------------------------------------------------------------------------------- Orders $ 268 $ 287 (7%) $ 308 (13%) Net Revenue $ 276 $ 277 0% $ 298 (7%) Earnings from operations $ 34 $ 35 (3%) $ 43 (21%) -------------------------------------------------------------------------------------- - ----------------------------------------------------------------------------------------------------------------------------
Loss from operations reflect the results of our reportable segments under Agilent's management reporting system which are not necessarily in conformity with accounting principles generally accepted in the United States (GAAP). Loss from operations of our reporting segments excludes restructuring, amortization of intangibles, other one-time and non-operational charges and some residual corporate charges. 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 have been reclassified to conform with current period presentation. AGILENT TECHNOLOGIES, INC. ORDERS AND NET REVENUE FROM CONTINUING OPERATIONS BY GEOGRAPHY FOR THE THREE MONTHS ENDED JANUARY 31 (IN MILLIONS, EXCEPT PERCENT CHANGES) (UNAUDITED)
Percent Inc/(Dec) -------- -------- -------------------------------- 2003 2002 USD Local Currency -------- -------- -------------------------------- ORDERS Americas $ 496 $ 638 (22%) (22%) Europe 295 298 (1%) (2%) Asia Pacific 567 529 7% 7% -------- -------- Total $ 1,358 $ 1,465 (7%) (7%) ======== ======== NET REVENUE Americas $ 576 $ 596 (3%) Europe 296 305 (3%) Asia Pacific 540 525 3% -------- -------- Total $ 1,412 $ 1,426 (1%) ======== ========
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. -----END PRIVACY-ENHANCED MESSAGE-----