8-KRegulation FDExhibits & Filings

AGILENT TECHNOLOGIES, INC. 8-K Report, Regulation FD Disclosure (Nov 2, 2005)

Filed November 2, 2005For Securities:A

Summary

Agilent Technologies, Inc. filed an 8-K on November 2, 2005, primarily disclosing information related to the previously announced sale of its Semiconductor Products Group (SPG) for $2.66 billion. This filing includes audited combined financial statements for the SPG segment for the fiscal years ended October 31, 2003 and 2004, and for the nine-month period ended July 31, 2005. These financial statements are being provided in connection with the offering materials for debt securities by an affiliate of the purchaser. Investors should note that these are carve-out financial statements, meaning they reflect SPG as a division and include certain allocations. Therefore, they may not represent what SPG's financial performance and condition would have been as a standalone company, nor should they be used to infer Agilent's future performance post-divestiture.

Key Highlights

  • 1Agilent is providing audited combined financial statements for its Semiconductor Products Group (SPG) as of November 2, 2005.
  • 2The SPG segment is being sold to Argos Acquisition Pte. Ltd. for $2.66 billion, subject to adjustments.
  • 3The financial statements cover the fiscal years ending October 31, 2003, October 31, 2004, and the nine months ending July 31, 2005.
  • 4These financials are prepared as 'carve-out' statements, reflecting SPG as a division of Agilent.
  • 5The disclosed financial data may include allocations and may not be indicative of SPG's standalone performance or Agilent's future results post-sale.
  • 6The financial statements are intended for use in offering materials for debt securities related to the sale, not as a direct filing for Agilent's ongoing operations.

Frequently Asked Questions

The primary purpose of this 8-K filing is to provide audited combined financial statements for Agilent's Semiconductor Products Group (SPG) in connection with the previously announced sale of this segment. These financials are being made available for the purchaser's offering materials.

Agilent previously announced an Asset Purchase Agreement with Argos Acquisition Pte. Ltd. for the sale of its Semiconductor Products Group for a purchase price of $2.66 billion, which is subject to adjustments based on Adjusted EBITDA and working capital at closing.

No, investors should not use these SPG financial statements to assess Agilent's overall financial health or future performance. These are 'carve-out' financial statements for a divested segment, meaning they include allocations and may not reflect what SPG would have achieved as an independent entity. They are not indicative of Agilent's results of operations, financial position, or cash flows post-divestiture.

The audited combined financial statements for the Semiconductor Products Group cover the fiscal years ended October 31, 2003 and October 31, 2004, and the nine months ended July 31, 2005.