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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of report (Date of earliest event reported):
January 16, 2002
AGERE SYSTEMS INC.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware 1-16397 22-3746606
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
555 Union Boulevard, Allentown, Pennsylvania
(Address of Principal Executive Offices)
18109
(Zip Code)
Registrant's telephone number, including area code: (610) 712-4323
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This Form 8-K/A is being filed to amend the Current Report on Form 8-K of Agere
Systems Inc. filed with the Securities and Exchange Commission on January 16,
2002. We are amending Exhibit 99.1 to reflect an adjustment to the allocation of
revenue between segments and the related effects on segment gross profit and
segment operating income for fiscal 1999. This adjustment has no impact on
Agere's consolidated and combined results of operations.
Item 5. Other Events.
Effective October 1, 2001, we realigned our business operations into two
market-focused groups, Infrastructure Systems and Client Systems, that target
the network equipment and consumer communications markets respectively. Each of
these two groups is a reportable operating segment.
The Infrastructure Systems segment is comprised of our former optoelectronics
segment and portions of our former integrated circuits segment and facilitates
the convergence of products from both businesses as we address markets in
high-speed communications systems. We have consolidated research and
development, as well as marketing, for both optoelectronic and integrated
circuit devices aimed at communications systems. This allows us to design,
develop and deliver complete, interoperable solutions to equipment manufacturers
for advanced enterprise, access, metropolitan, long-haul and undersea
applications.
The Client Systems segment consists of the remainder of our former integrated
circuits segment and includes our wireless data, computer communications,
storage and wireless terminal solutions products. This segment delivers
semiconductor solutions for a variety of end-user applications such as modems,
Internet-enabled cellular terminals and hard-disk drives for computers as well
as software, systems and wireless local area network solutions through the
ORiNOCO'TM' product family. The Infrastructure Systems and Client Systems
segments each include revenue from the licensing of intellectual property
related to that segment. There were no intersegment sales during the periods
presented.
Each segment is managed separately. Disclosure of segment information is on the
same basis as is used internally for evaluating segment performance and for
deciding how to allocate resources. Performance measurement and resource
allocation for the segments are based on many factors. The primary financial
measure used is operating income (loss), exclusive of purchased in-process
research and development costs, amortization of goodwill and other acquired
intangibles, restructuring and separation expenses, and impairment of goodwill
and other acquired intangibles.
We do not identify or allocate assets by segment. In addition, we do not
allocate interest income or expense, other income or expense, or income taxes to
the segments. Management does not evaluate segments based on these criteria. We
have centralized corporate functions and use shared service arrangements to
realize economies of scale and efficient use of resources. The costs of shared
services, and other corporate center operations managed on a common basis, are
allocated to the segments based on usage or other factors based on the nature of
the activity.
Filed as Exhibit 99.1 to this Form 8-K/A is Unaudited Segment Information for
fiscal 2001, 2000 and 1999 and each of the quarters in fiscal 2001, in each case
restated for the new segments.
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Item 7. Financial Statements and Exhibits.
(c) Exhibits:
Exhibit No. Description
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99.1 Unaudited Segment Information for fiscal 2001, 2000 and 1999
and each of the quarters in fiscal 2001
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SIGNATURE
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, thereunto duly authorized.
Dated: February 22, 2002
AGERE SYSTEMS INC.
By: /s/ Mark T. Greenquist
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Name: Mark T. Greenquist
Title: Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
The following exhibit is filed herewith:
Exhibit No. Description
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99.1 Unaudited Segment Information for fiscal 2001, 2000 and 1999
and each of the quarters in fiscal 2001.
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STATEMENT OF DIFFERENCES
The trademark symbol shall be expressed as...........................'TM'