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 11, 2004
AGILENT TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
Delaware | 001-15405 | 77-0518772 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
395 Page Mill Road, Palo Alto, California 94306
(Address of principal executive offices) (Zip Code)
Registrants telephone number, including area code (650) 752-5000
(Former name, former address and former fiscal year, if changed since last report)
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:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240-14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02 Results of Operations and Financial Condition
The information in this Item 2.02 of Form 8-K and Exhibit 99.1 attached hereto is furnished 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.
On November 11, 2004, Agilent Technologies, Inc. (the Company) issued its press release announcing financial results for the three months ended October 31, 2004. A copy of this press release is attached as Exhibit 99.1.
We provide non-GAAP financial information in order to provide meaningful supplemental information regarding our operational performance and to enhance our investors overall understanding of our core current financial performance and our prospects for the future. We believe that our investors benefit from seeing our results through the eyes of management in addition to the GAAP presentation. Management measures segment and enterprise performance using measures such as those that are disclosed in this release. This information facilitates managements internal comparisons to the companys historical operating results and comparisons to competitors operating results. Non-GAAP information allows for greater transparency to supplemental information used by management in its financial and operational decision making. Historically, we have reported similar non-GAAP information to our investors and believe that the inclusion of comparative numbers provides consistency in our financial reporting.
This information is not in accordance with, or an alternative for, generally accepted accounting principles in the United States. It excludes items, such as restructuring and amortization, that may have a material effect on the companys earnings and earnings per share calculated in accordance with GAAP. Management monitors these items to ensure that expenses are in line with expectations and that our GAAP results are correctly stated but does not use them to measure the ongoing operating performance of the company. The non-GAAP information we provide may be different from the non-GAAP information provided by other companies.
Item 8.01 Other Events
The Company grants various awards to its executive officers under the Agilent Technologies, Inc. 1999 Stock Plan, as amended and restated (the Plan). Forms of Award Agreements under the Plan are attached hereto as exhibits and are hereby incorporated by reference. The Company also grants stock options to its directors under the Agilent Technologies, Inc. 1999 Non-Employee Director Stock Plan, as amended and restated (the Director Plan). A form of agreement under the Director Plan is attached hereto as an exhibit and is hereby incorporated by reference.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
The following are filed as exhibits to this report:
10.1: Form of Award Agreement (U.S.) for grants under the Agilent Technologies, Inc. 1999 Stock Plan.
10.2: Form of Award Agreement (Non-U.S.) for grants under the Agilent Technologies, Inc. 1999 Stock Plan.
10.3: Form of Stock Option Agreement for grants under the Agilent Technologies, Inc. 1999 Non-Employee Director Stock Plan.
The following 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:
99.1 Press release announcing financial results for three months ended October 31, 2004.
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 |
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Name: |
Marie Oh Huber | |
Title: | Vice President, Assistant Secretary and | |
Assistant General Counsel |
Date: November 12, 2004
EXHIBIT INDEX
Exhibit No.
|
Description |
|
10.1 | Form of Award Agreement (U.S.) for grants under the Agilent Technologies, Inc. 1999 Stock Plan. | |
10.2 | Form of Award Agreement (Non-U.S.) for grants under the Agilent Technologies, Inc. 1999 Stock Plan. | |
10.3 | Form of Stock Option Agreement for grants under the Agilent Technologies, Inc. 1999 Non-Employee Director Stock Plan. | |
99.1 | Press release announcing financial results for three months ended October 31, 2004. |
Exhibit 10.1
FORM OF AGILENT TECHNOLOGIES, INC.
1999 STOCK PLAN
AWARD AGREEMENT (NON-QUALIFIED)
THIS AGREEMENT, dated as of the date of grant indicated in your Smith Barney account the (Grant Date) between Agilent Technologies, Inc., a Delaware corporation (the Company), and you as an individual who has been granted a stock option pursuant to the Agilent Technologies, Inc. 1999 Stock Plan (the Awardee) is entered into as follows:
WITNESSETH:
WHEREAS, the Company has established the Agilent Technologies, Inc. 1999 Stock Plan, as amended and restated effective November 18, 2003, (the Plan), and a description of the terms and conditions of the Plan is set forth in the U.S. Plan prospectus (the Prospectus). A copy of the Prospectus is available at http://stockoptions.corporate.agilent.com and also on your Smith Barney website. A copy of the Plan document can be viewed at http://stockoptions.corporate.agilent.com and will also be made available upon request; and
WHEREAS, the Compensation Committee of the Board of Directors of the Company (the Committee) or its authorized delegate(s) determined that the Awardee shall be granted an option under the Plan as hereinafter set forth;
NOW THEREFORE, the parties hereby agree that the Company grants the Awardee an option (Option) to purchase the number of shares of the Companys $0.01 par value voting common stock indicated in the Awardees Smith Barney account.
1. | This Option is granted under and pursuant to the Plan and is subject to each and all of the provisions thereof. In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Award Agreement, the terms and conditions of the Plan shall prevail. |
2. | The Option price shall be equal to the Fair Market Value (as defined in the Plan document) of the underlying shares on the Grant Date. The Option price for this grant is indicated in the Awardees Smith Barney account. |
3. | This Option is not transferable by the Awardee except by will or the laws of descent and distribution. During the Awardees lifetime, only the Awardee can exercise this Option. This Option may not be transferred, assigned, pledged or hypothecated by the Awardee during his or her lifetime, whether by operation of law or otherwise, and is not subject to execution, attachment or similar process. |
4. | Subject to accelerated vesting upon the occurrence of certain events as set forth in the Plan, and so long as the Awardee retains status as an Awardee Eligible to Vest as such term is defined in the Plan, this Option will vest in whole or in part, in accordance with the following vesting schedule: |
An Awardee loses status as an Awardee Eligible to Vest when certain events occur, including but not limited to, termination of employment with the Company or transfer of employment from the Company.
5. | This Option will expire ten (10) years from the Grant Date, unless sooner terminated, forfeited, or canceled in accordance with the provisions of the Plan. This means that the Option must be exercised, if at all, on or before the expiration date. This expiration date is indicated in the Awardees Smith Barney account. The Awardee is responsible for keeping track of this date and will not receive any prior notification of the expiration date from the Company. |
6. | As set forth in the Prospectus, this Option may be exercised by following the steps indicated in the Awardees Smith Barney account. In addition, Smith Barney must receive an executed authorization form accompanied by payment of the full Option price for the underlying shares, including applicable taxes. Payment may be in cash or shares of the Companys Common Stock or a combination thereof, provided, however, that any payment in shares shall be in strict compliance with all procedural rules established by the Committee or its authorized delegate(s). In some instances, the Committee or its authorized delegate(s) may also permit payment using a cashless method of exercise. The Company reserves the right to limit availability of certain methods of exercise as it deems necessary. |
7. | All rights of the Awardee in this Option, to the extent that it has not vested, shall terminate when Awardee loses status as an Awardee Eligible to Vest, except where such status is lost due to the occurrence of certain events as set forth in the Plan. For example, if status as an Awardee Eligible to Vest is lost because of death, retirement due to age or permanent and total disability, the vesting of unvested Awards will accelerate. |
All rights of the Awardee in this Option, to the extent that it has vested but has not been exercised, shall terminate on the earlier of the expiration date or three (3) months after the Awardee loses status as an Awardee Eligible to Vest, except where the Awardee loses such status because of death, retirement due to age or permanent and total disability. In the event of the Awardees death, his or her legal representative or designated beneficiary shall have the right to exercise all or a portion of the Awardees right under this Option. The representative or designee must exercise the Option before the earlier of the expiration date or one (1) year after the death of the Awardee, and shall be bound by the provisions of the Plan. In case of retirement due to age or permanent and total disability, the Awardee retains rights in this Option until the earlier of the expiration date or three (3) years from the date thereof.
8. | The Awardee shall remit to the Company payment for all applicable withholding taxes and required social security contributions at the time the Awardee exercises any portion of this Option. |
9. | By accepting the grant of this Option, Awardee acknowledges and agrees that: (i) the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (ii) the grant of an option is a one-time benefit which does not create any contractual or other right to receive future grants of options, or benefits in lieu of options; (iii) all determinations with respect to any such future grants, including, but not limited to, the times when options shall be granted, the maximum number of shares subject to each option and the option price, will be at the sole discretion of the Company; (iv) participation in the Plan is voluntary; (v) the value of the option is outside the scope of Awardees employment contract, if any; (vi) the value of the option is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (vii) the vesting of any Option ceases upon termination of employment with the Company or transfer of employment from the Company, or other cessation of eligibility to vest for any reason, except as may otherwise be explicitly provided in the Plan document or this Agreement; (viii) if the underlying stock does not increase in value, this Option will have no value, nor does the Company guarantee any future value; (ix) no claim or entitlement to compensation or damages arises if the Option does not increase in value and Awardee irrevocably releases the Company and its subsidiaries from any such claim that does arise. |
10. | For the exclusive purpose of implementing, administering and managing Awardees stock options, Awardee consents to the collection, receipt, use, retention and transfer, in electronic or other form, of his or her personal data by and among the Company, its subsidiaries, affiliates and third party vendors. Awardee understands that personal data, including but not limited to, name, home address, telephone number, employee number, employment status, social security number, tax identification number, job and payroll location, data for tax withholding purposes and shares of stocks awarded, cancelled, exercised, vested and unvested may be transferred to third parties assisting in the implementation, administration and management of Awardees stock options and Awardee expressly authorizes such transfer as well as the retention, use, and the subsequent transfer of the data by the recipient(s). Awardee understands that these recipients may be located in Awardees country or elsewhere, and that the recipients country may have different data privacy laws and protections than Awardees country. Awardee understands that data will be held only as long as is necessary to implement, administer and manage Awardees stock option. Awardee understands that he or she may, at any time, request a list with the names and addresses of any potential recipients of the personal data, view data, request additional information about the storage and processing of data, require any necessary amendments to data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Companys legal department representative. Awardee understands, however, that refusing or withdrawing his or her consent may affect his or her ability to accept an Award under the Plan. For more information on the consequences of Awardees refusal to consent or withdrawal of consent, Awardee may contact the Companys local legal department representative. |
11. | The Plan is incorporated herein by reference. The Plan and this Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Awardees interest except by means of a writing signed by the Company and the Awardee. This agreement is governed by the internal substantive laws, but not the choice of law rules, of the state of Delaware. Any proceeding arising out of or relating to this Award Agreement or the Plan may be brought only in the state or federal courts located in the Northern District of California. |
12. | Neither the Plan nor this Award Agreement nor any provision under either shall be construed so as to grant the Awardee any right to remain in the employ of the Company or any of its subsidiaries, and it is expressly agreed and understood that employment is terminable at the will of either party. |
13. | By accepting the grant of this Option evidenced hereby, the Awardee and the Company agree that this Option is granted under and governed by the terms and conditions of the Plan and this Award Agreement. Awardee has reviewed the Prospectus and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to accepting the Option and fully understands all provisions of the Prospectus and Award Agreement. Awardee agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and Award Agreement. |
14. | The Awardee acknowledges that this Award Agreement is between the Awardee and the Company, and that the Awardees local employer is not a party to this Award Agreement. |
15. | The Awardee acknowledges that he or she may be executing part or all of the Award Agreement in English and agrees to be bound accordingly. |
16. | The Awardee acknowledges that by clicking on the Accept button on the screen titled Step 3: Confirm the Review/Acceptance of your Award, the Awardee agrees to be bound by the electronic execution of this Award Agreement. |
Agilent Technologies, Inc. |
||
By |
|
|
Edward W. Barnholt | ||
President, Chief Executive Officer and Director | ||
By |
|
|
D. Craig Nordlund | ||
Senior Vice President, General Counsel and Secretary |
PLEASE PRINT AND KEEP A COPY FOR YOUR RECORDS
Exhibit 10.2
FORM OF AGILENT TECHNOLOGIES, INC.
1999 STOCK PLAN
AWARD AGREEMENT
THIS AGREEMENT, dated as of the date of grant indicated in your Smith Barney account the (Grant Date) between Agilent Technologies, Inc., a Delaware corporation (the Company), and you as an individual who has been granted a stock option pursuant to the Agilent Technologies, Inc. 1999 Stock Plan (the Awardee) is entered into as follows:
WITNESSETH:
WHEREAS, the Company has established the Agilent Technologies, Inc. 1999 Stock Plan, as amended and restated effective November 18, 2003, (the Plan), and a description of the terms and conditions of the Plan is set forth in the U.S. Plan prospectus (the Prospectus). A copy of the Prospectus is available at http://stockoptions.corporate.agilent.com and also on your Smith Barney website. A copy of the Plan document can be viewed at http://stockoptions.corporate.agilent.com and will also be made available upon request; and
WHEREAS, the Compensation Committee of the Board of Directors of the Company (the Committee) or its authorized delegate(s) determined that the Awardee shall be granted an option under the Plan as hereinafter set forth;
NOW THEREFORE, the parties hereby agree that the Company grants the Awardee an option (Option) to purchase the number of shares of the Companys $0.01 par value voting common stock indicated in the Awardees Smith Barney account.
1. | This Option is granted under and pursuant to the Plan and is subject to each and all of the provisions thereof. In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Award Agreement, the terms and conditions of the Plan shall prevail. |
2. | The Option price shall be equal to the Fair Market Value (as defined in the Plan document) of the underlying shares on the Grant Date. The Option price for this grant is indicated in the Awardees Smith Barney account. |
3. | This Option is not transferable by the Awardee except by will or the laws of descent and distribution. During the Awardees lifetime, only the Awardee can exercise this Option. This Option may not be transferred, assigned, pledged or hypothecated by the Awardee during his or her lifetime, whether by operation of law or otherwise, and is not subject to execution, attachment or similar process. |
4. | Subject to accelerated vesting upon the occurrence of certain events as set forth in the Plan, and so long as the Awardee retains status as an Awardee Eligible to Vest as such term is defined in the Plan, this Option will vest in whole or in part, in accordance with the following vesting schedule: |
An Awardee loses status as an Awardee Eligible to Vest when certain events occur, including but not limited to, termination of employment with the Company or transfer of employment from the Company.
5. | This Option will expire ten (10) years from the Grant Date, unless sooner terminated, forfeited, or canceled in accordance with the provisions of the Plan. This means that the Option must be exercised, if at all, on or before the expiration date. This expiration date is indicated in the Awardees Smith Barney account. The Awardee is responsible for keeping track of this date and will not receive any prior notification of the expiration date from the Company. |
6. | As set forth in the Prospectus, this Option may be exercised by following the steps indicated in the Awardees Smith Barney account. In addition, Smith Barney must receive an executed authorization form accompanied by payment of the full Option price for the underlying shares, including applicable taxes. Payment may be in cash or shares of the Companys Common Stock or a combination thereof, provided, however, that any payment in shares shall be in strict compliance with all procedural rules established by the Committee or its authorized delegate(s). In some instances, the Committee or its authorized delegate(s) may also permit payment using a cashless method of exercise. The Company reserves the right to limit availability of certain methods of exercise as it deems necessary. |
7. | All rights of the Awardee in this Option, to the extent that it has not vested, shall terminate when Awardee loses status as an Awardee Eligible to Vest, except where such status is lost due to the occurrence of certain events as set forth in the Plan. For example, if status as an Awardee Eligible to Vest is lost because of death, retirement due to age or permanent and total disability, the vesting of unvested Awards will accelerate. |
All rights of the Awardee in this Option, to the extent that it has vested but has not been exercised, shall terminate on the earlier of the expiration date or three (3) months after the Awardee loses status as an Awardee Eligible to Vest, except where the Awardee loses such status because of death, retirement due to age or permanent and total disability. In the event of the Awardees death, his or her legal representative or designated beneficiary shall have the right to exercise all or a portion of the Awardees right under this Option. The representative or designee must exercise the Option before the earlier of the expiration date or one (1) year after the death of the Awardee, and shall be bound by the provisions of the Plan. In case of retirement due to age or permanent and total disability, the Awardee retains rights in this Option until the earlier of the expiration date or three (3) years from the date thereof.
8. | The Awardee shall remit to the Company payment for all applicable withholding taxes and required social security contributions at the time the Awardee exercises any portion of this Option. |
9. | By accepting the grant of this Option, Awardee acknowledges and agrees that: (i) the Plan is discretionary in nature and may be suspended or terminated by the Company at any time; (ii) the grant of an option is a one-time benefit which does not create any contractual or other right to receive future grants of options, or benefits in lieu of options; (iii) all determinations with respect to any such future grants, including, but not limited to, the times when options shall be granted, the maximum number of shares subject to each option and the option price, will be at the sole discretion of the Company; (iv) participation in the Plan is voluntary; (v) the value of the option is outside the scope of Awardees employment contract, if any; (vi) the value of the option is not part of normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits or similar payments; (vii) the vesting of any Option ceases upon termination of employment with the Company or transfer of employment from the Company, or other cessation of eligibility to vest for any reason, except as may otherwise be explicitly provided in the Plan document or this Agreement; (viii) if the underlying stock does not increase in value, this Option will have no value, nor does the Company guarantee any future value; (ix) no claim or entitlement to compensation or damages arises if the Option does not increase in value and Awardee irrevocably releases the Company and its subsidiaries from any such claim that does arise. |
10. | For the exclusive purpose of implementing, administering and managing Awardees stock options, Awardee consents to the collection, receipt, use, retention and transfer, in electronic or other form, of his or her personal data by and among the Company, its subsidiaries, affiliates and third party vendors. Awardee understands that personal data, including but not limited to, name, home address, telephone number, employee number, employment status, social security number, tax identification number, job and payroll location, data for tax withholding purposes and shares of stocks awarded, cancelled, exercised, vested and unvested, may be transferred to third parties assisting in the implementation, administration and management of Awardees stock options and Awardee expressly authorizes such transfer as well as the retention, use, and the subsequent transfer of the data by the recipient(s). Awardee understands that these recipients may be located in Awardees country or elsewhere, and that the recipients country may have different data privacy laws and protections than Awardees country. Awardee understands that data will be held only as long as is necessary to implement, administer and manage Awardees stock option. Awardee understands that he or she may, at any time, request a list with the names and addresses of any potential recipients of the personal data, view data, request additional information about the storage and processing of data, require any necessary amendments to data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing the Companys legal department representative. Awardee understands, however, that refusing or withdrawing his or her consent may affect his or her ability to accept an Award under the Plan. For more information on the consequences of Awardees refusal to consent or withdrawal of consent, Awardee may contact the Companys local legal department representative. |
11. | The Plan is incorporated herein by reference. The Plan and this Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Optionee with respect to the subject matter hereof, and may not be modified adversely to the Awardees interest except by means of a writing signed by the Company and the Awardee. This agreement is governed by the internal substantive laws, but not the choice of law rules, of the state of Delaware. Any proceeding arising out of or relating to this Award Agreement or the Plan may be brought only in the state or federal courts located in the Northern District of California. |
12. | Neither the Plan nor this Award Agreement nor any provision under either shall be construed so as to grant the Awardee any right to remain in the employ of the Company or any of its subsidiaries, and it is expressly agreed and understood that employment is terminable at the will of either party. |
13. | By accepting the grant of this Option evidenced hereby, the Awardee and the Company agree that this Option is granted under and governed by the terms and conditions of the Plan and this Award Agreement. Awardee has reviewed the Prospectus and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to accepting the Option and fully understands all provisions of the |
Prospectus and Award Agreement. Awardee agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions relating to the Plan and Award Agreement.
14. | The Awardee acknowledges that this Award Agreement is between the Awardee and the Company, and that the Awardees local employer is not a party to this Award Agreement. |
15. | The Awardee acknowledges that he or she may be executing part or all of the Award Agreement in English and agrees to be bound accordingly. |
16. | The Awardee acknowledges that by clicking on the Accept button on the screen titled Step 3: Confirm the Review/Acceptance of your Award, the Awardee agrees to be bound by the electronic execution of this Award Agreement. |
Agilent Technologies, Inc. | ||
By |
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Edward W. Barnholt | ||
President, Chief Executive Officer and Director | ||
By |
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D. Craig Nordlund | ||
Senior Vice President, General Counsel and Secretary |
PLEASE PRINT AND KEEP A COPY FOR YOUR RECORDS
Exhibit 10.3
FORM OF AGILENT TECHNOLOGIES, INC
1999 NON-EMPLOYEE DIRECTOR STOCK PLAN
STOCK OPTION AGREEMENT
THIS AGREEMENT, dated (Grant Date) between AGILENT TECHNOLOGIES, INC., a Delaware corporation (the Company) and (the Director), a director of the Company is entered into as follows:
WITNESSETH:
WHEREAS, the Company has established the Agilent Technologies, Inc. 1999 Non-Employee Director Stock Plan (the Plan), a copy of which is attached hereto as Exhibit A and made a part hereof;
NOW THEREFORE, the parties hereby agree that in consideration of services to be rendered, the Company grants the Director an option (the Option) to purchase shares of Common Stock of the Company upon the terms and conditions set forth in the attached Plan document and further subject to the terms and conditions set forth herein.
1. | The Option is granted under and pursuant to the Plan and is subject to each and all of the provisions thereof. |
2. | The exercise price of the Option shall be $ per share. |
3. | This Option is not transferable by the Director other than by will or the laws of descent and distribution, and is exercisable only by the Director during his or her lifetime. This Option may not be transferred, assigned, pledged, or hypothecated by the Director during his or her lifetime, whether by operation of law or otherwise, and is not subject to execution, attachment or similar process. |
4. | This Option may not be exercised before the first anniversary of the date hereof. |
5. | This Option will expire ten (10) years from the date hereof, unless sooner terminated or cancelled in accordance with the provisions of the Plan. Should the Director cease to be a member of the Board of Directors for any reason during the period commencing with the Grant Date hereof and ending on the next annual shareholders meeting (including, but not limited to, cessation by reason of the failure to be re-elected at such annual shareholders meeting), this Option shall be automatically cancelled on the date of such cessation. |
6. | This Option shall be exercised by delivering to the Secretary of the Company at its head office a written notice stating the number of shares as to which the Option is exercised. The written notice must be accompanied by payment of the full exercise price for such Option shares. |
7. | All rights of the Director in this Option, to the extent that it has not been exercised, shall terminate upon the death of the Director (except as hereinafter provided). The Director may, by written notice to the company, designate one or more persons, including his or her legal representative, who shall by reason of the Directors death acquire the right to exercise all or a portion of the Directors Option. The person so designated must exercise the Option within the term of the Option set forth in the attached document. The person designated to exercise the Option after the Directors death shall be bound by the provisions of the Plan. |
8. | The Director hereby designates the following person(s) as the one(s) who may exercise this Option after his or her death as provided above: |
Name: | Relationship: | |
Name: | Relationship: |
The Director may change the above designation at his or her pleasure by filing with the Secretary of the Company a written notice of change.
IN WITNESS WHEREOF, the parties have executed this Agreement in duplicate the day and year first above written.
AGILENT TECHNOLOGIES, INC. | ||
By: |
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Marie Oh Huber | ||
Vice President, Assistant Secretary and | ||
Assistant General Counsel |
Accepted By: |
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Director |
RETAIN THIS AGREEMENT FOR YOUR RECORDS
Exhibit 99.1
EDITORIAL CONTACTS: PRGP42SN424
Michele Drake
+1 650 752 5296
michele_drake@agilent.com
Jorgen Tesselaar (Europe and Asia)
+31 20 547 2825
jorgen_tesselaar@agilent.com
INVESTOR CONTACT:
Hilliard Terry
+1 650 752 5329
hilliard_terry@agilent.com
Agilent Technologies Reports Fourth Quarter 2004 Results
PALO ALTO, Calif., Nov. 11, 2004 Agilent Technologies Inc. (NYSE: A) today reported orders of $1.60 billion for the fourth fiscal quarter ended Oct. 31, 2004, 8 percent below one year ago. Revenues during the quarter were $1.82 billion, 9 percent ahead of last year. Fourth quarter GAAP net earnings were $74 million, or $0.15 per diluted share, compared to $13 million, or $0.03 per share, in last years fourth quarter.
Excluding $79 million of net restructuring and amortization charges, Agilent reported fourth quarter operating net income of $153 million, or $0.30 per share. On a comparable basis, the company earned $71 million, or $0.15 per share, one year ago.
For the full year 2004, Agilent achieved orders of $7.00 billion, up 15 percent from 2003, and revenues of $7.18 billion, up 19 percent from one year ago. This year, GAAP diluted earnings per share were $0.71, compared to a loss of $4.35 last year. Operating earnings (1) were $1.05 per share this year compared to a loss of $0.26 per share in 2003.
Agilent continued to face a difficult environment in several of its key markets, said Ned Barnholt, Agilent chairman, president and chief executive officer. Compared to last quarter, however, our gross margins improved, operating expenses declined, working capital remained under good control and we generated $394 million in free cash flow (2) despite $63 million lower revenues.
Fourth quarter revenues, at $1.82 billion, were below company expectations because of weak conditions in semiconductor-related businesses. Operating earnings, at $0.30 per share, met the bottom of the companys guidance range of $0.30 to $0.35 per share.
For 2004 overall, we are pleased with Agilents performance despite the mixed finish, Barnholt said. During the year, we completed the companys operational transformation that we began three years ago.
From 2001 through 2004, Agilent reduced its operating breakeven by more than 35 percent, completely transformed its IT systems environment and reduced the number of IT applications by more than 75 percent, restored its Test and Measurement segment to traditional levels of profitability, and achieved both double-digit growth and double-digit operating margins in its Life Sciences and Chemical Analysis (LSCA) segment.
Performance on the balance sheet has been strong, with inventory days-on-hand, receivables days sales outstanding and fixed investment all near historical lows, Barnholt said. As a result, Agilent has become consistently free-cash-flow positive (2) . During the past 12 months, we increased cash by over $700 million to more than $2.3 billion.
Looking to fiscal 2005, the company said it expects the sharp adjustment in the semiconductor markets to continue to impact the performance of its Semiconductor Products and Automated Test segments for the next three to six months. Meanwhile, Test and Measurement growth is moderating because of slowing growth in mobile phone production. LSCA, on the other hand, shows few signs of slowing from its recent double-digit growth trend.
The company expects first quarter fiscal 2005 revenues of $1.60 billion to $1.70 billion and operating earnings of $0.14 to $0.21 per share (3) .
Our commitment is to continue to manage costs and margins aggressively in the short term while maintaining investments critical to long-term market leadership and sustained creation of shareholder value, Barnholt said.
Segment Results
Test and Measurement
(in millions)
Q4:F04
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Q4:F03
|
Q3:F04
|
|||||
Orders |
693 | 645 | 776 | ||||
Revenues |
788 | 631 | 768 | ||||
Operating Profit (4) |
116 | (11 | ) | 88 |
Fourth quarter Test and Measurement orders of $693 million were 7 percent above one year ago but down 11 percent from the third quarter. Overall segment demand was driven by seasonally strong aerospace and defense business and robust general-purpose markets, while weakness was concentrated in wireless handset manufacturing test. Revenues of $788 million were 25 percent above last year and 3 percent ahead of three months earlier.
Fourth quarter operating profits of $116 million were improved by $127 million compared to one year ago on $157 million higher revenues, demonstrating the full benefits of aggressive restructuring and lower levels of discounts. Compared to the third quarter, segment profits were up $28 million on a $20 million increase in revenues as segment operating margins improved to 14.7 percent from the third quarters 11.5 percent. During the quarter, Test and Measurement achieved an 18 percent Return on Invested Capital (5) (ROIC), up from 14 percent in the third quarter and (0) percent one year ago.
Automated Test
(in millions)
Q4:F04
|
Q4:F03
|
Q3:F04
|
|||||
Orders |
137 | 260 | 208 | ||||
Revenues |
196 | 260 | 243 | ||||
Operating Profit (4) |
(7 | ) | 45 | 19 |
Fourth quarter Automated Test orders of $137 million were down 47 percent from one year ago to the lowest level since early 2003. All product lines were weaker except parametric test as semiconductor manufacturers slowed production and delayed capital investments. Utilization rates for SOC testers at semiconductor contract manufacturers (SCMs) did improve by about five points to 90 percent during the quarter, suggesting that the period of semiconductor industry digestion and cautious ordering may not be very extended. Revenues of $196 million were 25 percent below last year and down 19 percent sequentially.
The segment had an operating loss of $7 million during the quarter compared to profits of $45 million one year ago on $64 million lower revenues. During the quarter, gross margins were depressed by lower volumes and intense competitive pressures. Operating expenses were relatively flat year-to-year, with R&D up and SG&A lower as the company released a new generation of flash memory and SOC test systems. The company entered the flat panel test market during the quarter with the introduction of a new test platform and acquisition of IBMs flat panel test business.
Semiconductor Products
(in millions)
Q4:F04
|
Q4:F03
|
Q3:F04
|
||||
Orders |
403 | 493 | 470 | |||
Revenues |
486 | 463 | 539 | |||
Operating Profit (4) |
8 | 40 | 33 |
Semiconductor Products orders were $403 million during the fourth quarter, down 18 percent from one year ago and off 14 percent sequentially. Orders declined virtually across the board as customers reacted quickly to
excess inventories built up over the past few months. Personal systems orders were down 12 percent from last year and off 16 percent sequentially; networking systems orders dropped 31 percent from last year and were down 9 percent sequentially. Fourth quarter revenues of $486 million were 5 percent above last year and down 10 percent sequentially.
Segment profits of $8 million were $32 million below last year despite a $23 million increase in revenues; margins were hurt by severe price pressures in camera modules and fiber optics. Sequentially, profits were down $25 million on a $53 million reduction in revenues. Segment ROIC (5) was 6 percent during the quarter compared to 16 percent one year ago and 15 percent during the third quarter. During the quarter, the company announced plans for the sale of its camera module business to Flextronics.
Life Sciences and Chemical Analysis
(in millions)
Q4:F04
|
Q4:F03
|
Q3:F04
|
||||
Orders |
366 | 333 | 321 | |||
Revenues |
352 | 321 | 335 | |||
Operating Profit (4) |
58 | 53 | 46 |
Life Sciences and Chemical Analysis had an outstanding quarter. Orders of $366 million were 10 percent above last year, with Life Sciences orders up 11 percent and Chemical Analysis up 9 percent. Revenues of $352 million were 10 percent above last year and up 5 percent sequentially.
Segment profits of $58 million were $5 million above last year on a $31 million increase in revenues; the segment operating margin of 16.5 percent equaled last years record level. During the quarter, the segment achieved an ROIC (5) of 25 percent, compared with last years ROIC of 30 percent and 23 percent in the third quarter.
About Agilent Technologies
Agilent Technologies Inc. (NYSE: A) is a global technology leader in communications, electronics, life sciences and chemical analysis. The companys 28,000 employees serve customers in more than 110 countries. Agilent had net revenue of $7.2 billion in fiscal year 2004. Information about Agilent is available on the Web at www.agilent.com.
Agilent management will host a live webcast of its quarterly conference call with the investment community in listen-only mode today at 1:30 p.m. (PT). Listeners may log on at www.investor.agilent.com and select Fourth Quarter FY04 Financial Results Conference Call under Events & Presentations. The webcast will remain on the company site for 90 days.
A telephone replay of the conference call will be available from 4:30 p.m. (PT) today through Nov. 18 by dialing + 1 719 457 0820 and entering pass code 835568.
Forward-Looking Statements
This news release contains forward-looking statements (including, without limitation, information regarding the markets we serve and the conditions in those markets, growth rates in our businesses, revenues, operating margins, costs and earnings) that involve risks and uncertainties that could cause results of Agilent to differ materially from managements current expectations.
In addition, other risks that Agilent faces in running its operations include the ability to execute successfully through business cycles while it continues to implement workforce and other cost 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; ongoing competitive, pricing and gross margin pressures; the risk that our cost-cutting initiatives will impair our ability to develop products and remain competitive and to operate effectively; the impact of geopolitical uncertainties on our markets and our ability to conduct business; the ability to improve asset performance to adapt to changes in demand; the ability to successfully introduce new products at the right time, price and mix, and other risks detailed in Agilents filings with the Securities and Exchange Commission, including our Quarterly Report on Form 10-Q for the quarter ended July 31, 2004.
# # #
(1) Before net restructuring and amortization charges in all periods.
(2) Free cash flow is defined as Net Cash provided by operating activities less Investments in property, plant and equipment.
(3) Agilents expected range of EPS for Q105 excludes restructuring, which cannot be estimated, and amortization of intangibles, which is expected to be approximately $1 million per quarter. The annual non-GAAP tax rate is assumed to be 24 percent. Beginning in Q304, Agilent is treating its senior convertible debentures as if converted. As a result, approximately 36 million shares were added to the denominator of diluted EPS, and $6.2 million of associated after-tax quarterly interest expense was added back to the numerator.
(4) Before restructuring charges in all periods.
(5 ) Refer to financial results tables for ROIC.
AGILENT TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(In millions, except per share amounts)
(Unaudited)
Three Months Ended October 31, |
Percent Inc/(Dec) |
||||||||
2004
|
2003
|
||||||||
Orders |
$ | 1,599 | $ | 1,731 | (8 | )% | |||
|
|
|
|
||||||
Net revenue |
$ | 1,822 | $ | 1,675 | 9 | % | |||
Costs and expenses: |
|||||||||
Cost of products and services |
1,042 | 961 | 8 | % | |||||
Research and development |
232 | 221 | 5 | % | |||||
Selling, general and administrative |
459 | 437 | 5 | % | |||||
|
|
|
|
||||||
Total costs and expenses |
1,733 | 1,619 | 7 | % | |||||
|
|
|
|
||||||
Income from operations |
89 | 56 | 59 | % | |||||
Other income (expense), net |
7 | 21 | (67 | )% | |||||
|
|
|
|
||||||
Income from operations before taxes |
96 | 77 | 25 | % | |||||
Provision for taxes |
22 | 64 | (66 | )% | |||||
|
|
|
|
||||||
Net income |
$ | 74 | $ | 13 | 469 | % | |||
|
|
|
|
||||||
Net income per share: | |||||||||
Basic |
$ | 0.15 | $ | 0.03 | |||||
Diluted |
$ | 0.15 | $ | 0.03 | |||||
Weighted average shares used in computing net income per share: |
|||||||||
Basic |
486 | 476 | |||||||
Diluted |
490 | 481 |
Historical amounts were reclassified to conform with current period presentation.
AGILENT TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(In millions, except per share amounts)
(Unaudited)
Twelve Months Ended
October 31, |
Percent Inc/(Dec) |
|||||||||
2004
|
2003
|
|||||||||
Orders |
$ | 6,997 | $ | 6,084 | 15 | % | ||||
|
|
|
|
|
||||||
Net revenue |
$ | 7,181 | $ | 6,056 | 19 | % | ||||
Costs and expenses: |
||||||||||
Cost of products and services |
4,058 | 3,750 | 8 | % | ||||||
Research and development |
933 | 1,051 | (11 | )% | ||||||
Selling, general and administrative |
1,804 | 1,980 | (9 | )% | ||||||
|
|
|
|
|
||||||
Total costs and expenses |
6,795 | 6,781 | | |||||||
|
|
|
|
|
||||||
Income (loss) from operations |
386 | (725 | ) | 153 | % | |||||
Other income (expense), net |
54 | 35 | 54 | % | ||||||
|
|
|
|
|
||||||
Income (loss) before taxes |
440 | (690 | ) | 164 | % | |||||
Provision for taxes |
91 | 1,100 | (92 | )% | ||||||
|
|
|
|
|
||||||
Income (loss) before cumulative effect of accounting change |
349 | (1,790 | ) | 119 | % | |||||
Cumulative effect of adopting SFAS No. 142 |
| (268 | ) | |||||||
|
|
|
|
|
||||||
Net income (loss) |
$ | 349 | $ | (2,058 | ) | 117 | % | |||
|
|
|
|
|
||||||
Net income (loss) per share: | ||||||||||
Basic | ||||||||||
Income (loss) before cumulative effect of accounting change |
$ | 0.72 | $ | (3.78 | ) | |||||
Cumulative effect of adopting SFAS No. 142 |
| (0.57 | ) | |||||||
|
|
|
|
|
||||||
Net income (loss) |
$ | 0.72 | $ | (4.35 | ) | |||||
|
|
|
|
|
||||||
Diluted | ||||||||||
Income (loss) before cumulative effect of accounting change |
$ | 0.71 | $ | (3.78 | ) | |||||
Cumulative effect of adopting SFAS No. 142 |
| (0.57 | ) | |||||||
|
|
|
|
|
||||||
Net income (loss) |
$ | 0.71 | $ | (4.35 | ) | |||||
|
|
|
|
|
||||||
Weighted average shares used in computing net income (loss) per share: |
||||||||||
Basic |
483 | 473 | ||||||||
Diluted |
490 | 473 | ||||||||
Historical amounts were reclassified to conform with current period presentation. |
AGILENT TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
Excluding Restructuring, Amortization of Intangibles
and Non-Operational Items
(Unaudited)
Three Months Ended
|
Percent Inc/(Dec) |
||||||||||
(In millions, except per share amounts) |
2004
|
2003
|
|||||||||
Orders |
$ | 1,599 | $ | 1,731 | (8 | )% | |||||
|
|
|
|
|
|
||||||
Net revenue |
$ | 1,822 | $ | 1,675 | 9 | % | |||||
Costs and expenses: |
|||||||||||
Cost of products and services |
1,006 | 938 | 7 | % | |||||||
Research and development |
228 | 218 | 5 | % | |||||||
Selling, general and administrative |
415 | 397 | 5 | % | |||||||
|
|
|
|
|
|
|
|
||||
Total costs and expenses |
1,649 | 1,553 | 6 | % | |||||||
|
|
|
|
|
|
|
|
||||
Income from operations |
173 | 122 | 42 | % | |||||||
Other income (expense), net |
20 | 21 | (5 | )% | |||||||
|
|
|
|
|
|
||||||
Income before taxes |
193 | 143 | 35 | % | |||||||
Provision for taxes |
40 | 72 | (44 | )% | |||||||
|
|
|
|
|
|
||||||
Non-GAAP net income |
$ | 153 | $ | 71 | 115 | % | |||||
|
|
|
|
|
|
||||||
Non-GAAP net income per share: | |||||||||||
Basic |
$ | 0.31 | $ | 0.15 | |||||||
Diluted |
$ | 0.30 | $ | 0.15 | |||||||
Weighted average shares used in computing non-GAAP net income per share: |
|||||||||||
Basic |
486 | 476 | |||||||||
Diluted |
526 | 481 | |||||||||
The above non-GAAP condensed consolidated statement of operations has been adjusted to exclude the following items and reconcile to GAAP net income: | |||||||||||
Net income per GAAP |
$ | 74 | $ | 13 | |||||||
Non-GAAP adjustments: |
|||||||||||
Other intangibles |
1 | 9 | |||||||||
Restructuring and asset impairment |
54 | 58 | |||||||||
Gain on sale of assets |
| (2 | ) | ||||||||
Investment Impairments |
7 | | |||||||||
Camera module charge |
18 | | |||||||||
Other |
17 | 1 | |||||||||
Adjustment for income taxes |
(18 | ) | (8 | ) | |||||||
|
|
|
|
|
|
||||||
Non-GAAP net income |
$ | 153 | $ | 71 | |||||||
|
|
|
|
|
|
We provide non-GAAP financial information in order to provide meaningful supplemental information regarding our operational performance and to enhance our investors overall understanding of our core current financial performance and our prospects for the future. We believe that our investors benefit from seeing our results through the eyes of management in addition to the GAAP presentation. Management measures segment and enterprise performance using measures such as are disclosed in this release. This information facilitates managements internal comparisons to the companys historical operating results and comparisons to competitors operating results.
Non-GAAP information allows for greater transparency to supplemental information used by management in its financial and operational decision making. Historically, we have reported similar non-GAAP information to our investors and believe that the inclusion of comparative numbers provides consistency in our financial reporting.
This information is not in accordance with, or an alternative for, generally accepted accounting principles in the United States. It excludes items, such as restructuring and amortization, that may have a material effect on the companys net income (loss) and net income (loss) per share calculated in accordance with GAAP. Management monitors these items to ensure that expenses are in line with expectations and that our GAAP results are correctly stated but does not use them to measure the ongoing operating performance of the company. The non-GAAP information we provide may be different from the non-GAAP information provided by other companies.
Historical amounts were reclassified to conform with current period presentation.
AGILENT TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
Excluding Restructuring, Amortization of Intangibles
and Non-Operational Items
(Unaudited)
We provide non-GAAP financial information in order to provide meaningful supplemental information regarding our operational performance and to enhance our investors overall understanding of our core current financial performance and our prospects for the future. We believe that our investors benefit from seeing our results through the eyes of management in addition to the GAAP presentation. Management measures segment and enterprise performance using measures such as are disclosed in this release. This information facilitates managements internal comparisons to the companys historical operating results and comparisons to competitors operating results.
Non-GAAP information allows for greater transparency to supplemental information used by management in its financial and operational decision making. Historically, we have reported similar non-GAAP information to our investors and believe that the inclusion of comparative numbers provides consistency in our financial reporting.
This information is not in accordance with, or an alternative for, generally accepted accounting principles in the United States. It excludes items, such as restructuring and amortization, that may have a material effect on the companys net income (loss) and net income (loss) per share calculated in accordance with GAAP. Management monitors these items to ensure that expenses are in line with expectations and that our GAAP results are correctly stated but does not use them to measure the ongoing operating performance of the company. The non-GAAP information we provide may be different from the non-GAAP information provided by other companies.
Historical amounts were reclassified to conform with current period presentation.
AGILENT TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(In millions, except par value and share amounts)
(Unaudited)
October 31,
2004 |
October 31,
2003 |
|||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash and cash equivalents |
$ | 2,315 | $ | 1,607 | ||||
Accounts receivable, net |
1,044 | 1,086 | ||||||
Inventory |
1,026 | 995 | ||||||
Other current assets |
192 | 201 | ||||||
|
|
|
|
|
|
|||
Total current assets |
4,577 | 3,889 | ||||||
Property, plant and equipment, net |
1,258 | 1,447 | ||||||
Goodwill and other intangible assets, net |
443 | 402 | ||||||
Other assets |
778 | 559 | ||||||
|
|
|
|
|
|
|||
Total assets |
$ | 7,056 | $ | 6,297 | ||||
|
|
|
|
|
|
|||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
Current liabilities: |
||||||||
Accounts payable |
$ | 441 | $ | 441 | ||||
Employee compensation and benefits |
549 | 566 | ||||||
Deferred revenue |
284 | 262 | ||||||
Income and other taxes payable |
340 | 326 | ||||||
Other accrued liabilities |
261 | 311 | ||||||
|
|
|
|
|
|
|||
Total current liabilities |
1,875 | 1,906 | ||||||
|
|
|
|
|
|
|||
Senior convertible debentures |
1,150 | 1,150 | ||||||
Other liabilities |
466 | 417 | ||||||
|
|
|
|
|
|
|||
Total liabilities |
3,491 | 3,473 | ||||||
|
|
|
|
|
|
|||
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; 487 million shares at October 31, 2004 and 476 million shares at October 31, 2003 issued and outstanding |
5 | 5 | ||||||
Additional paid-in capital |
5,193 | 4,984 | ||||||
Accumulated deficit |
(1,810 | ) | (2,159 | ) | ||||
Accumulated comprehensive income (loss) |
177 | (6 | ) | |||||
|
|
|
|
|
|
|||
Total stockholders equity |
3,565 | 2,824 | ||||||
|
|
|
|
|
|
|||
Total liabilities and stockholders equity |
$ | 7,056 | $ | 6,297 | ||||
|
|
|
|
|
|
AGILENT TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(In millions)
(Unaudited)
Twelve months
October 31,
|
Three months
ended October 31, 2004 |
|||||||
Cash flows from operating activities: |
||||||||
Net income |
$ | 349 | $ | 74 | ||||
Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
Depreciation |
266 | 65 | ||||||
Amortization |
26 | 1 | ||||||
Deferred taxes |
31 | 17 | ||||||
Asset impairment charges |
40 | 15 | ||||||
Net gain (loss) on sale of assets |
1 | (4 | ) | |||||
Changes in assets and liabilities: |
||||||||
Accounts receivable |
116 | 166 | ||||||
Inventory |
(31 | ) | 39 | |||||
Accounts payable |
76 | 105 | ||||||
Employee compensation and benefits |
29 | 54 | ||||||
Income taxes and other taxes payable |
(82 | ) | (31 | ) | ||||
Other current assets and liabilities |
(9 | ) | 38 | |||||
Other long-term assets and liabilities |
(136 | ) | (117 | ) | ||||
|
|
|
|
|
|
|||
Net cash provided by operating activities (1) |
676 | 422 | ||||||
Cash flows from investing activities: |
||||||||
Investments in property, plant and equipment |
(118 | ) | (28 | ) | ||||
Dispositions of property, plant and equipment |
36 | | ||||||
Acquisitions, net of cash acquired |
(18 | ) | (18 | ) | ||||
Purchased intangibles and investments |
(13 | ) | (6 | ) | ||||
|
|
|
|
|
|
|||
Net cash used in investing activities |
(113 | ) | (52 | ) | ||||
Cash flows from financing activities: |
||||||||
Issuance of common stock under employee stock plans |
144 | 8 | ||||||
Net borrowings of notes payable and short-term borrowings |
1 | | ||||||
|
|
|
|
|
|
|||
Net cash provided by financing activities |
145 | 8 | ||||||
Change in cash and cash equivalents |
708 | 378 | ||||||
Cash and cash equivalents at beginning of period |
1,607 | 1,937 | ||||||
|
|
|
|
|
|
|||
Cash and cash equivalents at end of period |
$ | 2,315 | $ | 2,315 | ||||
|
|
|
|
|
|
|||
(1) Cash payments included in operating activities: |
||||||||
Restructuring |
138 | 33 | ||||||
Income tax payments |
149 | 67 | ||||||
Pension trust fund contributions |
122 | 8 |
AGILENT TECHNOLOGIES, INC
RECONCILIATION FROM GAAP TO NON-GAAP
NET INCOME
THREE MONTHS ENDED OCTOBER 31, 2004
(Unaudited)
Non-GAAP Adjustments
|
||||||||||||||||||||||||||||||
(In millions, except
|
GAAP
|
Other
Intangibles |
Restructuring and
Asset Impairment |
Camera
Module Charge |
Investment
Impairments |
Other
|
Adjustment for
Income Taxes |
Non-GAAP
|
||||||||||||||||||||||
Orders |
$ | 1,599 | $ | | $ | | $ | | $ | | $ | | $ | | $ | 1,599 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net revenue |
$ | 1,822 | $ | | $ | | $ | | $ | | $ | | $ | | 1,822 | |||||||||||||||
Costs and expenses: |
||||||||||||||||||||||||||||||
Cost of products and services |
1,042 | (1 | ) | (15 | ) | (18 | ) | | (2 | ) | | 1,006 | ||||||||||||||||||
Research and development |
232 | | (4 | ) | | | | | 228 | |||||||||||||||||||||
Selling, general and administrative |
459 | | (35 | ) | | | (9 | ) | | 415 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total costs and expenses |
1,733 | (1 | ) | (54 | ) | (18 | ) | | (11 | ) | | 1,649 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Income from operations |
89 | 1 | 54 | 18 | | 11 | | 173 | ||||||||||||||||||||||
Other income (expense), net |
7 | | | | 7 | 6 | | 20 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Income from operations before taxes |
96 | 1 | 54 | 18 | 7 | 17 | | 193 | ||||||||||||||||||||||
Provision for taxes |
22 | | | | | | 18 | 40 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net income |
$ | 74 | $ | 1 | $ | 54 | $ | 18 | $ | 7 | $ | 17 | $ | (18 | ) | $ | 153 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net income per share - Basic and Diluted: |
||||||||||||||||||||||||||||||
Basic |
$ | 0.15 | $ | 0.00 | $ | 0.11 | $ | 0.04 | $ | 0.01 | $ | 0.04 | $ | (0.04 | ) | $ | 0.31 | |||||||||||||
Diluted |
$ | 0.15 | $ | 0.00 | $ | 0.11 | $ | 0.04 | $ | 0.01 | $ | 0.03 | $ | (0.04 | ) | $ | 0.30 | (1) | ||||||||||||
Weighted average shares used in computing net income per share: |
||||||||||||||||||||||||||||||
Basic |
486 | 486 | 486 | 486 | 486 | 486 | 486 | 486 | ||||||||||||||||||||||
Diluted |
490 | 490 | 490 | 490 | 490 | 490 | 490 | 526 | (1) |
(1) | In order to calculate non-GAAP diluted net income per share, we added 36 million shares and approximately $6 million of after-tax interest expense to non-GAAP net income to treat our senior convertible debentures as if they were converted. The impact of this was ($.01) to our diluted earnings per share. |
We provide non-GAAP financial information in order to provide meaningful supplemental information regarding our operational performance and to enhance our investors overall understanding of our core current financial performance and our prospects for the future. We believe that our investors benefit from seeing our results through the eyes of management in addition to the GAAP presentation. Management measures segment and enterprise performance using measures such as those that are disclosed in this release. This information facilitates managements internal comparisons to the companys historical operating results and comparisons to competitors operating results.
Non-GAAP information allows for greater transparency to supplemental information used by management in its financial and operational decision making. Historically, we have reported similar non-GAAP information to our investors and believe that the inclusion of comparative numbers provides consistency in our financial reporting.
This information is not in accordance with, or an alternative for, generally accepted accounting principles in the United States. It excludes items, such as restructuring and amortization, that may have a material effect on the companys net income (loss) and net income (loss) per share calculated in accordance with GAAP. Management monitors these items to ensure that expenses are in line with expectations and that our GAAP results are correctly stated but does not use them to measure the ongoing operating performance of the company. The non-GAAP information we provide may be different from the non-GAAP information provided by other companies.
AGILENT TECHNOLOGIES, INC
RECONCILIATION FROM GAAP TO NON-GAAP
NET INCOME
TWELVE MONTHS ENDED OCTOBER 31, 2004
(Unaudited)
Non-GAAP Adjustments
|
||||||||||||||||||||||||||||||||||||||
(In millions, except
|
GAAP
|
Other
Intangibles |
Restructuring and
Asset Impairment |
Contract
Termination Fees |
Gain On
Sale of Assets |
Camera
Module Charge |
Investment
Impairments |
Other
|
Adjustment for
Income Taxes |
Non-GAAP
|
||||||||||||||||||||||||||||
Orders |
$ | 6,997 | $ | | $ | | $ | | $ | | $ | | $ | | $ | | $ | | $ | 6,997 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net revenue |
$ | 7,181 | $ | | $ | | $ | | $ | | $ | | $ | | $ | | $ | | $ | 7,181 | ||||||||||||||||||
Costs and expenses: |
||||||||||||||||||||||||||||||||||||||
Cost of products and services |
4,058 | (19 | ) | (54 | ) | (4 | ) | | (18 | ) | | (8 | ) | | 3,955 | |||||||||||||||||||||||
Research and development |
933 | | (16 | ) | (3 | ) | | | | | | 914 | ||||||||||||||||||||||||||
Selling, general and administrative |
1,804 | (3 | ) | (91 | ) | (7 | ) | 1 | | | (34 | ) | | 1,670 | ||||||||||||||||||||||||
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total costs and expenses |
6,795 | (22 | ) | (161 | ) | (14 | ) | 1 | (18 | ) | | (42 | ) | | 6,539 | |||||||||||||||||||||||
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income from operations |
386 | 22 | 161 | 14 | (1 | ) | 18 | | 42 | | 642 | |||||||||||||||||||||||||||
Other income (expense), net |
54 | | 8 | | | | 7 | 4 | | 73 | ||||||||||||||||||||||||||||
|
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|
|
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|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income from operations before taxes |
440 | 22 | 169 | 14 | (1 | ) | 18 | 7 | 46 | | 715 | |||||||||||||||||||||||||||
Provision for taxes |
91 | | | | | | | | 95 | 186 | ||||||||||||||||||||||||||||
|
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|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income |
$ | 349 | $ | 22 | $ | 169 | $ | 14 | $ | (1 | ) | $ | 18 | $ | 7 | $ | 46 | $ | (95 | ) | $ | 529 | ||||||||||||||||
|
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|
|
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|
|
|
|
|
|||||||||||
Net income per share - Basic and Diluted: |
||||||||||||||||||||||||||||||||||||||
Basic |
$ | 0.72 | $ | 0.05 | $ | 0.35 | $ | 0.03 | $ | (0.00 | ) | $ | 0.04 | $ | 0.01 | $ | 0.10 | $ | (0.20 | ) | $ | 1.10 | ||||||||||||||||
Diluted |
$ | 0.71 | $ | 0.04 | $ | 0.34 | $ | 0.03 | $ | (0.00 | ) | $ | 0.04 | $ | 0.01 | $ | 0.09 | $ | (0.19 | ) | $ | 1.05 | (1) | |||||||||||||||
Weighted average shares used in computing net income per share: |
||||||||||||||||||||||||||||||||||||||
Basic |
483 | 483 | 483 | 483 | 483 | 483 | 483 | 483 | 483 | 483 | ||||||||||||||||||||||||||||
Diluted |
490 | 490 | 490 | 490 | 490 | 490 | 490 | 490 | 490 | 526 | (1) |
(1) | In order to calculate non-GAAP diluted net income per share, we added 36 million shares and approximately $26 million of after-tax interest expense to non-GAAP net income to treat our senior convertible debentures as if they were converted. The impact of this was ($.03) to our diluted earnings per share. |
We provide non-GAAP financial information in order to provide meaningful supplemental information regarding our operational performance and to enhance our investors overall understanding of our core current financial performance and our prospects for the future. We believe that our investors benefit from seeing our results through the eyes of management in addition to the GAAP presentation. Management measures segment and enterprise performance using measures such as those that are disclosed in this release. This information facilitates managements internal comparisons to the companys historical operating results and comparisons to competitors operating results.
Non-GAAP information allows for greater transparency to supplemental information used by management in its financial and operational decision making. Historically, we have reported similar non-GAAP information to our investors and believe that the inclusion of comparative numbers provides consistency in our financial reporting.
This information is not in accordance with, or an alternative for, generally accepted accounting principles in the United States. It excludes items, such as restructuring and amortization, that may have a material effect on the companys net income (loss) and net income (loss) per share calculated in accordance with GAAP. Management monitors these items to ensure that expenses are in line with expectations and that our GAAP results are correctly stated but does not use them to measure the ongoing operating performance of the company. The non-GAAP information we provide may be different from the non-GAAP information provided by other companies.
AGILENT TECHNOLOGIES, INC
RECONCILIATION FROM GAAP TO NON-GAAP
NET INCOME
THREE MONTHS ENDED OCTOBER 31, 2003
(Unaudited)
Non-GAAP Adjustments
|
||||||||||||||||||||||||||
(In millions, except per share amounts) |
GAAP
|
Other
Intangibles |
Restructuring and
Asset Impairment |
Gain on Sale
of Assets |
Other
|
Adjustment
for Income Taxes |
Non-GAAP
|
|||||||||||||||||||
Orders |
$ | 1,731 | $ | | $ | | $ | | $ | | $ | | $ | 1,731 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net revenue |
$ | 1,675 | $ | | $ | | $ | | $ | | $ | | $ | 1,675 | ||||||||||||
Costs and expenses: |
||||||||||||||||||||||||||
Cost of products and services |
961 | (8 | ) | (15 | ) | | | | 938 | |||||||||||||||||
Research and development |
221 | | (3 | ) | | | | 218 | ||||||||||||||||||
Selling, general and administrative |
437 | (1 | ) | (40 | ) | 2 | (1 | ) | | 397 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Total costs and expenses |
1,619 | (9 | ) | (58 | ) | 2 | (1 | ) | | 1,553 | ||||||||||||||||
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Income from operations |
56 | 9 | 58 | (2 | ) | 1 | | 122 | ||||||||||||||||||
Other income (expense), net |
21 | | | | | | 21 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Income before taxes |
77 | 9 | 58 | (2 | ) | 1 | | 143 | ||||||||||||||||||
Provision for taxes |
64 | | | | | 8 | 72 | |||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net income |
$ | 13 | $ | 9 | $ | 58 | $ | (2 | ) | $ | 1 | $ | (8 | ) | $ | 71 | ||||||||||
|
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|
|
|
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|
|
|
|
|
|
|
|
||||||||
Net income per share - Basic and Diluted: |
||||||||||||||||||||||||||
Basic |
$ | 0.03 | $ | 0.02 | $ | 0.12 | $ | | $ | 0.00 | $ | (0.02 | ) | $ | 0.15 | |||||||||||
|
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|
|
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|
|
|
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|
|
|
|
|
||||||||
Diluted |
$ | 0.03 | $ | 0.02 | $ | 0.12 | $ | | $ | 0.00 | $ | (0.02 | ) | $ | 0.15 | |||||||||||
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
||||||||
Weighted average shares used in computing net income per share: |
||||||||||||||||||||||||||
Basic |
476 | 476 | 476 | 476 | 476 | 476 | 476 | |||||||||||||||||||
Diluted |
481 | 481 | 481 | 481 | 481 | 481 | 481 |
We provide non-GAAP financial information in order to provide meaningful supplemental information regarding our operational performance and to enhance our investors overall understanding of our core current financial performance and our prospects for the future. We believe that our investors benefit from seeing our results through the eyes of management in addition to the GAAP presentation. Management measures segment and enterprise performance using measures such as those that are disclosed in this release. This information facilitates managements internal comparisons to the companys historical operating results and comparisons to competitors operating results.
Non-GAAP information allows for greater transparency to supplemental information used by management in its financial and operational decision making. Historically, we have reported similar non-GAAP information to our investors and believe that the inclusion of comparative numbers provides consistency in our financial reporting.
This information is not in accordance with, or an alternative for, generally accepted accounting principles in the United States. It excludes items, such as restructuring and amortization, that may have a material effect on the companys net income (loss) and net income (loss) per share calculated in accordance with GAAP. Management monitors these items to ensure that expenses are in line with expectations and that our GAAP results are correctly stated but does not use them to measure the ongoing operating performance of the company. The non-GAAP information we provide may be different from the non-GAAP information provided by other companies.
Historical amounts were reclassified to conform with current period presentation.
AGILENT TECHNOLOGIES, INC
RECONCILIATION FROM GAAP TO NON-GAAP
NET LOSS
TWELVE MONTHS ENDED OCTOBER 31, 2003
(Unaudited)
Non-GAAP Adjustments
|
|||||||||||||||||||||||||||||||||||
(In millions, except per share amounts) |
GAAP
|
Other
Intangibles |
Restructuring and
Asset Impairment |
Gain on Sale
of Assets |
SFAS No.
142 |
Retirement Plans
Curtailment Loss |
Other
|
Adjustment for
Income Taxes |
Non-GAAP
|
||||||||||||||||||||||||||
Orders |
$ | 6,084 | $ | | $ | | $ | | $ | | $ | | $ | | $ | | $ | 6,084 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net revenue |
$ | 6,056 | $ | | $ | | $ | | $ | | $ | | $ | | $ | | $ | 6,056 | |||||||||||||||||
Costs and expenses: |
|||||||||||||||||||||||||||||||||||
Cost of products and services |
3,750 | (46 | ) | (111 | ) | | | (1 | ) | (5 | ) | | 3,587 | ||||||||||||||||||||||
Research and development |
1,051 | | (66 | ) | | | (1 | ) | | | 984 | ||||||||||||||||||||||||
Selling, general and administrative |
1,980 | (9 | ) | (195 | ) | 2 | | (3 | ) | (1 | ) | | 1,774 | ||||||||||||||||||||||
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total costs and expenses |
6,781 | (55 | ) | (372 | ) | 2 | | (5 | ) | (6 | ) | | 6,345 | ||||||||||||||||||||||
|
|
|
|
|
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|
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|
|
|
|
|
|
|
|
||||||||||
Loss from operations |
(725 | ) | 55 | 372 | (2 | ) | | 5 | 6 | | (289 | ) | |||||||||||||||||||||||
Other income (expense), net |
35 | | 15 | (3 | ) | | | | | 47 | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss from operations before taxes |
(690 | ) | 55 | 387 | (5 | ) | | 5 | 6 | | (242 | ) | |||||||||||||||||||||||
Provision for taxes |
1,100 | | | | | | | (1,221 | ) | (121 | ) | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loss before cumulative effect of accounting change |
(1,790 | ) | 55 | 387 | (5 | ) | | 5 | 6 | 1,221 | (121 | ) | |||||||||||||||||||||||
Cumulative effect of adopting SFAS No. 142 |
(268 | ) | | | | 268 | | | | | |||||||||||||||||||||||||
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net loss |
$ | (2,058 | ) | $ | 55 | $ | 387 | $ | (5 | ) | $ | 268 | $ | 5 | $ | 6 | $ | 1,221 | $ | (121 | ) | ||||||||||||||
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net loss per share - Basic and Diluted: |
|||||||||||||||||||||||||||||||||||
Loss before cumulative effect of accounting change |
$ | (3.78 | ) | $ | 0.11 | $ | 0.82 | $ | (0.01 | ) | $ | | $ | 0.01 | $ | 0.01 | $ | 2.58 | $ | (0.26 | ) | ||||||||||||||
Cumulative effect of adopting SFAS No. 142 |
(0.57 | ) | | | | 0.57 | | | | | |||||||||||||||||||||||||
|
|
|
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net loss |
$ | (4.35 | ) | $ | 0.11 | $ | 0.82 | $ | (0.01 | ) | $ | 0.57 | $ | 0.01 | $ | 0.01 | $ | 2.58 | $ | (0.26 | ) | ||||||||||||||
|
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|
|
|
|
|
||||||||||
Weighted average shares used in computing net loss per share: |
|||||||||||||||||||||||||||||||||||
Basic and diluted |
473 | 473 | 473 | 473 | 473 | 473 | 473 | 473 | 473 |
We provide non-GAAP financial information in order to provide meaningful supplemental information regarding our operational performance and to enhance our investors overall understanding of our core current financial performance and our prospects for the future. We believe that our investors benefit from seeing our results through the eyes of management in addition to the GAAP presentation. Management measures segment and enterprise performance using measures such as those that are disclosed in this release. This information facilitates managements internal comparisons to the companys historical operating results and comparisons to competitors operating results.
Non-GAAP information allows for greater transparency to supplemental information used by management in its financial and operational decision making. Historically, we have reported similar non-GAAP information to our investors and believe that the inclusion of comparative numbers provides consistency in our financial reporting.
This information is not in accordance with, or an alternative for, generally accepted accounting principles in the United States. It excludes items, such as restructuring and amortization, that may have a material effect on the companys net income (loss) and net income (loss) per share calculated in accordance with GAAP. Management monitors these items to ensure that expenses are in line with expectations and that our GAAP results are correctly stated but does not use them to measure the ongoing operating performance of the company. The non-GAAP information we provide may be different from the non-GAAP information provided by other companies.
Historical amounts were reclassified to conform with current period presentation.
AGILENT TECHNOLOGIES, INC.
TEST AND MEASUREMENT INFORMATION
(In millions, except percent changes)
(Unaudited)
Three months ended October 31, 2004 |
Three months
October 31,
|
Yr vs. Yr % change |
Three months
July 31, 2004 |
Sequential
% change |
||||||||||||
Orders |
$ | 693 | $ | 645 | 7 | % | $ | 776 | (11 | )% | ||||||
Net Revenue |
$ | 788 | $ | 631 | 25 | % | $ | 768 | 3 | % | ||||||
Income (loss) from operations |
$ | 116 | $ | (11 | ) | 1155 | % | $ | 88 | 32 | % |
Twelve months ended October 31, 2004 |
Twelve months
October 31,
|
Yr vs. Yr % change |
||||||||
Orders |
$ | 2,856 | $ | 2,413 | 18 | % | ||||
Net Revenue |
$ | 2,903 | $ | 2,529 | 15 | % | ||||
Income (loss) from operations |
$ | 219 | $ | (315 | ) | 170 | % |
Q4 FY04 vs Q3 FY04 BY MARKET SEGMENT
Orders
|
Net Revenue
|
|||||||||||||||||
Q4 FY04 $ Amount |
Sequential
% change |
% of
Segment |
Q4 FY04
$
|
Sequential
% change |
% of
Segment |
|||||||||||||
Communications test |
$ | 460 | (16 | )% | 66 | % | $ | 547 | 2 | % | 69 | % | ||||||
General purpose test |
233 | 2 | % | 34 | % | 241 | 5 | % | 31 | % | ||||||||
|
|
|
|
|
|
|
|
|||||||||||
$ | 693 | (11 | )% | 100 | % | $ | 788 | 3 | % | 100 | % | |||||||
|
|
|
|
|
|
|
|
Q4 FY04 vs Q4 FY03 BY MARKET SEGMENT
Orders
|
Net Revenue
|
|||||||||||
Q4 FY04
$ Amount |
Yr vs. Yr
% change |
Q4 FY04
$ Amount |
Yr vs. Yr
% change |
|||||||||
Communications test |
$ | 460 | 3 | % | $ | 547 | 28 | % | ||||
General purpose test |
233 | 17 | % | 241 | 18 | % | ||||||
|
|
|
|
|||||||||
$ | 693 | 7 | % | $ | 788 | 25 | % | |||||
|
|
|
|
Income (loss) from operations reflect the results of our reportable segments under Agilents management reporting system which are not necessarily in conformity with accounting principles generally accepted in the United States (GAAP). Income (loss) from operations of our reporting segments excludes restructuring, amortization of intangibles, non-operational charges and unallocated infrastructure 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.
AGILENT TECHNOLOGIES, INC.
AUTOMATED TEST INFORMATION
(In millions, except percent changes)
(Unaudited)
Three months
ended October 31, 2004 |
Three months
ended October 31, 2003 |
Yr vs. Yr
% change |
Three months
July 31, 2004 |
Sequential
% change |
||||||||||||
Orders |
$ | 137 | $ | 260 | (47 | )% | $ | 208 | (34 | )% | ||||||
Net Revenue |
$ | 196 | $ | 260 | (25 | )% | $ | 243 | (19 | )% | ||||||
Income from operations |
$ | (7 | ) | $ | 45 | (116 | )% | $ | 19 | (137 | )% |
Twelve months
ended October 31, 2004 |
Twelve months
October 31,
|
Yr vs. Yr
% change |
||||||||
Orders |
$ | 831 | $ | 845 | (2 | )% | ||||
Net Revenue |
$ | 924 | $ | 755 | 22 | % | ||||
Income (loss) from operations |
$ | 66 | $ | (34 | ) | 294 | % |
Q4 FY04 vs Q3 FY04 BY MARKET SEGMENT
Orders
|
Net Revenue
|
|||||||||||||||||
Q4 FY04
$ Amount |
Sequential
% change |
% of
Segment |
Q4 FY04
$ Amount |
Sequential
% change |
% of
Segment |
|||||||||||||
Semiconductor test |
$ | 107 | (33 | )% | 78 | % | $ | 157 | (20 | )% | 80 | % | ||||||
Manufacturing test |
30 | (39 | )% | 22 | % | 39 | (15 | )% | 20 | % | ||||||||
|
|
|
|
|
|
|
|
|||||||||||
$ | 137 | (34 | )% | 100 | % | $ | 196 | (19 | )% | 100 | % | |||||||
|
|
|
|
|
|
|
|
Q4 FY04 vs Q4 FY03 BY MARKET SEGMENT
Orders
|
Net Revenue
|
|||||||||||
Q4 FY04
$ Amount |
Yr vs.Yr
% change |
Q4 FY04
$ Amount |
Yr vs.Yr % change |
|||||||||
Semiconductor test |
$ | 107 | (51 | )% | $ | 157 | (29 | )% | ||||
Manufacturing test |
30 | (27 | )% | 39 | % | |||||||
|
|
|
|
|||||||||
$ | 137 | (47 | )% | $ | 196 | (25 | )% | |||||
|
|
|
|
Income (loss) from operations reflect the results of our reportable segments under Agilents management reporting system which are not necessarily in conformity with accounting principles generally accepted in the United States (GAAP). Income (loss) from operations of our reporting segments excludes restructuring, amortization of intangibles, non-operational charges and unallocated infrastructure 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.
AGILENT TECHNOLOGIES, INC.
SEMICONDUCTOR PRODUCTS INFORMATION
(In millions, except percent changes)
(Unaudited)
Three months
ended October 31, 2004 |
Three months
ended October 31, 2003 |
Yr vs.Yr
% change |
Three months
July 31, 2004 |
Sequential
% change |
|||||||||||
Orders |
$ | 403 | $ | 493 | (18 | )% | $ | 470 | (14 | )% | |||||
Net Revenue |
$ | 486 | $ | 463 | 5 | % | $ | 539 | (10 | )% | |||||
Income from operations |
$ | 8 | $ | 40 | (80 | )% | $ | 33 | (76 | )% |
Twelve months
October 31,
|
Twelve months
October 31,
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Yr vs. Yr
% change |
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Orders |
$ | 1,978 | $ | 1,652 | 20 | % | ||||
Net Revenue |
$ | 2,021 | $ | 1,586 | 27 | % | ||||
Income (loss) from operations |
$ | 166 | $ | (59 | ) | 381 | % |
Q4 FY04 vs Q3 FY04 BY MARKET SEGMENT
Orders
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Net Revenue
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Q4 FY04 $ Amount |
Sequential
% change |
% of
Segment |
Q4 FY04
$ Amount |
Sequential
% change |
% of
Segment |
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Networking |
$ | 116 | (9 | )% | 29 | % | $ | 122 | (12 | )% | 25 | % | ||||||
Personal systems |
287 | (16 | )% | 71 | % | 364 | (9 | )% | 75 | % | ||||||||
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$ | 403 | (14 | )% | 100 | % | $ | 486 | (10 | )% | 100 | % | |||||||
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Q4 FY04 vs Q4 FY03 BY MARKET SEGMENT
Orders
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Net Revenue
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Q4 FY04
$ Amount |
Yr vs. Yr
% change |
Q4 FY04
$ Amount |
Yr vs. Yr
% change |
|||||||||
Networking |
$ | 116 | (31 | )% | $ | 122 | (21 | )% | ||||
Personal systems |
287 | (12 | )% | 364 | 18 | % | ||||||
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$ | 403 | (18 | )% | $ | 486 | 5 | % | |||||
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Income (loss) from operations reflect the results of our reportable segments under Agilents management reporting system which are not necessarily in conformity with accounting principles generally accepted in the United States (GAAP). Income (loss) from operations of our reporting segments excludes restructuring, amortization of intangibles, non-operational charges and unallocated infrastructure 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.
AGILENT TECHNOLOGIES, INC.
LIFE SCIENCES AND CHEMICAL ANALYSIS INFORMATION
(In millions, except percent changes)
(Unaudited)
Three months
ended October 31, 2004 |
Three months
ended October 31, 2003 |
Yr vs. Yr
% change |
Three months
July 31, 2004 |
Sequential
% change |
|||||||||||
Orders |
$ | 366 | $ | 333 | 10 | % | $ | 321 | 14 | % | |||||
Net Revenue |
$ | 352 | $ | 321 | 10 | % | $ | 335 | 5 | % | |||||
Income from operations |
$ | 58 | $ | 53 | 9 | % | $ | 46 | 26 | % |
Twelve months
October 31,
|
Twelve months
October 31,
|
Yr vs. Yr
% change |
|||||||
Orders |
$ | 1,332 | $ | 1,174 | 13 | % | |||
Net Revenue |
$ | 1,333 | $ | 1,186 | 12 | % | |||
Income from operations |
$ | 192 | $ | 148 | 30 | % |
Income (loss) from operations reflect the results of our reportable segments under Agilents management reporting system which are not necessarily in conformity with accounting principles generally accepted in the United States (GAAP). Income from operations of our reporting segments excludes restructuring, amortization of intangibles, non-operational charges and unallocated infrastructure 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.
AGILENT TECHNOLOGIES, INC.
Segment Income (Loss) from Operations
Reconciliation of Reporting Segments to Agilent Non-GAAP Income (Loss)
(In millions)
(Unaudited)
Three months ended
October 31, |
Three months ended July 31, |
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2004
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2003
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2004
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Test and Measurement |
$ | 116 | $ | (11 | ) | $ | 88 | |||||
Semiconductor Products |
8 | 40 | 33 | |||||||||
Automated Test |
(7 | ) | 45 | 19 | ||||||||
Life Sciences and Chemical Analysis |
58 | 53 | 46 | |||||||||
Unallocated infrastructure charges |
(2 | ) | (5 | ) | (3 | ) | ||||||
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Non-GAAP income from operations - Agilent |
$ | 173 | $ | 122 | $ | 183 | ||||||
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Income (loss) from operations reflect the results of our reportable segments under Agilents management reporting system which are not necessarily in conformity with accounting principles generally accepted in the United States (GAAP). Income (loss) from operations of our reporting segments excludes restructuring, amortization of intangibles, non-operational charges and unallocated infrastructure charges.
AGILENT TECHNOLOGIES, INC.
ORDERS AND NET REVENUE FROM OPERATIONS
BY GEOGRAPHY
(In millions, except percent changes)
(Unaudited)
Three Months Ended
October 31, |
Percent
Inc/(Dec) |
||||||||
2004
|
2003
|
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ORDERS |
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Americas |
$ | 586 | $ | 665 | (12 | )% | |||
Europe |
347 | 337 | 3 | % | |||||
Asia Pacific |
666 | 729 | (9 | )% | |||||
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Total |
$ | 1,599 | $ | 1,731 | (8 | )% | |||
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NET REVENUE |
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Americas |
$ | 600 | $ | 660 | (9 | )% | |||
Europe |
374 | 323 | 16 | % | |||||
Asia Pacific |
848 | 692 | 23 | % | |||||
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Total |
$ | 1,822 | $ | 1,675 | 9 | % | |||
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Twelve Months Ended
October 31, |
Percent Inc/(Dec) |
||||||||
2004
|
2003
|
||||||||
ORDERS |
|||||||||
Americas |
$ | 2,420 | $ | 2,303 | 5 | % | |||
Europe |
1,463 | 1,248 | 17 | % | |||||
Asia Pacific |
3,114 | 2,533 | 23 | % | |||||
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Total |
$ | 6,997 | $ | 6,084 | 15 | % | |||
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NET REVENUE |
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Americas |
$ | 2,424 | 2,347 | 3 | % | ||||
Europe |
1,474 | 1,214 | 21 | % | |||||
Asia Pacific |
3,283 | 2,495 | 32 | % | |||||
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Total |
$ | 7,181 | $ | 6,056 | 19 | % | |||
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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.
AGILENT TECHNOLOGIES, INC.
Reconciliation of Segment ROIC
(In millions)
(Unaudited)
Q4 FY04
ATG |
Q4 FY04
SPG |
Q4 FY04
LSCA |
Q4 FY04
TMO |
Q3 FY04
ATG |
Q3 FY04
SPG |
Q3 FY04
LSCA |
Q3 FY04
TMO |
Q4 FY03
ATG |
Q4 FY03
SPG |
Q4 FY03
LSCA |
Q4 FY03
TMO |
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Numerator: |
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Segment income (loss) from operations |
$ | (7 | ) | $ | 8 | $ | 58 | $ | 116 | $ | 19 | $ | 33 | $ | 46 | $ | 88 | $ | 45 | $ | 40 | $ | 53 | $ | (11 | ) | ||||||||||||||||||||||
Less: |
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Other (income) expense and taxes |
(4 | ) | (10 | ) | 24 | 36 | 6 | (11 | ) | 16 | 24 | 23 | (7 | ) | 16 | (11 | ) | |||||||||||||||||||||||||||||||
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Segment return |
(3 | ) | 18 | 34 | 80 | 13 | 44 | 30 | 64 | 22 | 47 | 37 | | |||||||||||||||||||||||||||||||||||
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Segment return annualized |
$ | (12 | ) | $ | 72 | $ | 136 | $ | 320 | $ | 52 | $ | 176 | $ | 120 | $ | 256 | $ | 88 | $ | 188 | $ | 148 | $ | | |||||||||||||||||||||||
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Denominator: |
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Segment assets (1)(2) |
$ | 718 | $ | 1,434 | $ | 725 | $ | 2,148 | $ | 766 | $ | 1,462 | $ | 704 | $ | 2,231 | $ | 804 | $ | 1,420 | $ | 680 | $ | 2,268 | ||||||||||||||||||||||||
Less: |
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Net current liabilities (3) |
117 | 241 | 181 | 414 | 123 | 253 | 172 | 404 | 115 | 289 | 181 | 471 | ||||||||||||||||||||||||||||||||||||
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Invested capital |
$ | 601 | $ | 1,193 | $ | 544 | $ | 1,734 | $ | 643 | $ | 1,209 | $ | 532 | $ | 1,827 | $ | 689 | $ | 1,131 | $ | 499 | $ | 1,797 | ||||||||||||||||||||||||
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Average Invested capital |
$ | 622 | $ | 1,201 | $ | 538 | $ | 1,781 | $ | 676 | $ | 1,168 | $ | 521 | $ | 1,830 | $ | 666 | $ | 1,152 | $ | 490 | $ | 1,851 | ||||||||||||||||||||||||
ROIC |
-2 | % | 6 | % | 25 | % | 18 | % | 8 | % | 15 | % | 23 | % | 14 | % | 13 | % | 16 | % | 30 | % | 0 | % |
ROIC calculation:(annualized current quarter segment return)/(average of the two most recent quarter-end balances of Segment Invested Capital)
(1) | As of Q3 FY04 the invested capital used to calculate ROIC was increased to include allocated corporate net assets. The largest component of the increase for each segment relates to deferred tax assets which were calculated and allocated as if the valuation allowance had not been recorded in Q3 FY03. Prior periods have been restated to reflect this change. |
(2) | Segment assets consist of inventory, accounts receivable, property plant and equipment, gross goodwill and other intangibles, deferred taxes and allocated corporate assets. |
(3) | Includes accounts payable, employee compensation and benefits, other accrued liabilities and allocated corporate liabilities. |
We provide non-GAAP financial information in order to provide meaningful supplemental information regarding our operational performance and to enhance our investors overall understanding of our core current financial performance and our prospects for the future. We believe that our investors benefit from seeing our results through the eyes of management in addition to the GAAP presentation. Management measures segment and enterprise performance using measures such as those that are disclosed in this release. This information facilitates managements internal comparisons to the companys historical operating results and comparisons to competitors operating results.
Non-GAAP information allows for greater transparency to supplemental information used by management in its financial and operational decision making. Historically, we have reported similar non-GAAP information to our investors and believe that the inclusion of comparative numbers provides consistency in our financial reporting.
This information is not in accordance with, or an alternative for, generally accepted accounting principles in the United States. It excludes items, such as restructuring and amortization, that may have a material effect on the companys net income (loss) and net income (loss) per share calculated in accordance with GAAP. Management monitors these items to ensure that expenses are in line with expectations and that our GAAP results are correctly stated but does not use them to measure the ongoing operating performance of the company. The non-GAAP information we provide may be different from the non-GAAP information provided by other companies.
AGILENT TECHNOLOGIES, INC
RECONCILIATION OF DAYS ON HAND (DOH)
(In millions)
Q404
|
Q403
|
Yr vs. Yr
Change in Days |
|||||
GAAP |
|||||||
Costs of Products and Services |
1,042 | 961 | |||||
Net Inventory |
1,026 | 995 | |||||
GAAP Inventory Days |
89 | 93 | (4 | ) | |||
Non-GAAP |
|||||||
Costs of Products and Services |
1,042 | 961 | |||||
Less: |
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Amort of Intangibles |
1 | 8 | |||||
Restructuring |
15 | 15 | |||||
Inventory Charges |
18 | | |||||
Other |
2 | | |||||
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Adjusted Costs of Products and Services |
1,006 | 938 | |||||
Net Inventory |
1,026 | 995 | |||||
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Non-GAAP Inventory Days |
92 | 95 | (3 | ) | |||
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GAAP DOH Formula: | (Quarter end net inventory x 90 Days)/(Current quarters COGS) | |||
Non-GAAP DOH Formula: | (Quarter-end net inventory x 90 Days)/(Current quarters COGS - Inventory Charges - Non-GAAP Adjustments) |
We provide non-GAAP financial information in order to provide meaningful supplemental information regarding our operational performance and to enhance our investors overall understanding of our core current financial performance and our prospects for the future. We believe that our investors benefit from seeing our results through the eyes of management in addition to the GAAP presentation. Management measures segment and enterprise performance using measures such as those that are disclosed in this release. This information facilitates managements internal comparisons to the companys historical operating results and comparisons to competitors operating results.
Non-GAAP information allows for greater transparency to supplemental information used by management in its financial and operational decision making. Historically, we have reported similar non-GAAP information to our investors and believe that the inclusion of comparative numbers provides consistency in our financial reporting.
This information is not in accordance with, or an alternative for, generally accepted accounting principles in the United States. It excludes items, such as restructuring and amortization, that may have a material effect
on the companys net income (loss) and net income (loss) per share calculated in accordance with GAAP. Management monitors these items to ensure that expenses are in line with expectations and that our GAAP results are correctly stated but does not use them to measure the ongoing operating performance of the company. The non-GAAP information we provide may be different from the non-GAAP information provided by other companies.