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2003 10K Statement, Agere Systems

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2003 10K Statement, Agere Systems As filed with the Securities and Exchange Commission on December 8, 2003 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2003 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-16397 Agere Systems Inc. (Exact name of registrant as specified in its charter) Delaware 22-3746606 (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.) 1110 American Parkway N.E. Allentown, Pennsylvania 18109 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: 610-712-1000 Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which Registered Class A Common Stock, $.01 par value New York Stock Exchange Class B Common Stock, $.01 par value New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None. Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes [X] No [ ] The aggregate market value of voting common equity held by non-affiliates of the registrant as of March 31, 2003 was approximately $2.6 billion, based on the reported last sale prices on the New York Stock Exchange of such equity on such date. As of December 1, 2003, 791,038,216 shares of Class A common stock and 907,994,888 shares of Class B common stock were outstanding. DOCUMENTS INCORPORATED BY REFERENCE Certain information required by Part III of this report (Items 10, 11, 12, 13 and 14) is incorporated by reference from the registrant’s proxy statement to be filed pursuant to Regulation 14A with respect to the registrant’s 2004 annual meeting of stockholders. Agere Systems Inc. Form 10-K For the Year Ended September 30, 2003 PART I Item 1. Business ...................................................................................... 1 Item 2. Properties ..................................................................................... 9 Item 3. Legal Proceedings ............................................................................ 9 Item 4. Submission of Matters to a Vote of Security Holders ......................................... 9 Executive Officers of the Registrant .......................................................... 10 PART II Item 5. Market for Registrant’s Common Equity and Related Stockholder Matters ................... 11 Item 6. Selected Financial Data ....................................................................... 12 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations . 13 Item 7A. Quantitative and Qualitative Disclosures About Market Risk ................................. 31 Item 8. Financial Statements and Supplementary Data ................................................ 32 Item 9. Change in and Disagreements with Accountants on Accounting and Financial Disclosure .... 69 Item 9A. Controls and Procedures ...................................................................... 69 PART III Item 10. Directors and Executive Officers of the Registrant ............................................ 69 Item 11. Executive Compensation ...................................................................... 69 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters ................................................................ 70 Item 13. Certain Relationships and Related Transactions ............................................... 70 Item 14. Principal Accountant Fees and Services ....................................................... 70 PART IV Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K .......................... 71 FORWARD-LOOKING STATEMENTS Certain statements in this Form 10-K are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. The words “estimate,” “plan,” “intend,” “expect,” “anticipate,” “believe” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are found at various places throughout this report and in the documents incorporated herein by reference. Agere disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Although we believe that our expectations are based on reasonable assumptions, we can give no assurance that our goals will be achieved. Important factors that could cause our actual results to differ from estimates or projections contained in the forward-looking statements are described under “Factors Affecting Our Future Performance” in Item 7. PART I Item 1. Business General We design, develop, manufacture and sell integrated circuit solutions for applications such as high-density storage, multiservice networking, wireless data and personal computer connectivity applications. These solutions form the building blocks for a broad range of computing and communications applications. Some of our solutions include related software and reference designs. Our customers include manufacturers of hard disk drives, high-speed communications systems, personal computers and mobile phones. Integrated circuits, or chips, are made using semiconductor wafers imprinted with a network of electronic components. They are designed to perform various functions such as processing electronic signals, controlling electronic system functions and processing and storing data. Reference designs are complete specifications for products that a customer can use to build an end product, including components, board layouts and software. By using a reference design, a customer can reduce the amount of product design it must perform and the amount of time to introduce a new product into the market. Our business operations are organized into two market-focused groups, the Client Systems group, which serves the computing and consumer communications market, and the Infrastructure Systems group, which serves the networking equipment market. Each of these two groups is a reportable operating segment. Each segment includes revenue from the licensing of intellectual property. The Client Systems group delivers integrated circuits, software and reference designs for applications including storage, wireless data and personal computer connectivity, including hard disk drives and modems for computers, data-enabled mobile phones and wireless local area networking. The Infrastructure Systems group delivers integrated circuit solutions for multiservice networking to network equipment customers. During fiscal 2003, we substantially completed a restructuring of our business in response to significant declines in our revenue, particularly from our telecommunications network equipment customers. We believe that these customers were themselves experiencing significant declines in demand from their customers. As part of this restructuring, we: • Sold our optoelectronic components business, including the manufacturing facilities associated with that business; • Reduced our headcount; • Consolidated our operations into fewer facilities; and • Closed two integrated circuit wafer manufacturing facilities. Of our total revenue of $1.8 billion in the fiscal year ended September 30, 2003, $1.3 billion, or 72%, was generated by our Client Systems segment and $518 million, or 28%, was generated by our Infrastructure Systems segment. In fiscal 2003, 20% of our revenue was generated in the United States and 80% outside the United States. Of our total revenue of $1.9 billion in the fiscal year ended September 30, 2002, $1.3 billion, or 65%, was generated by our Client Systems segment and $664 million, or 35%, was generated by our Infrastructure Systems segment. In fiscal 2002, 27% of our revenue was generated in the United States and 73% outside the United States. See note 19 to our financial statements in Item 8 for additional information about our Client Systems and Infrastructure Systems segments and “We conduct a significant amount of our sales activity and manufacturing efforts outside the United States, which subjects us to additional business risks and may adversely affect our results of operations due to increased costs.” in Item 7. As of September 30, 2003, we had approximately 6,800 active employees worldwide. We have major research and development and manufacturing sites in the United States, India, Singapore, Thailand and the United Kingdom. We were incorporated in Delaware in 2000 as part of Lucent Technologies Inc.’s
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