Agere Systems Reports Net Income of $47 Million, or $0.27 Per Share, for Third Quarter; Announces New Stock Repurchase Program
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Agere Systems Reports Net Income of $47 Million, or $0.27 Per Share, for Third Quarter; Announces New Stock Repurchase Program

ALLENTOWN, Pa., July 25 /PRNewswire-FirstCall/ -- Agere Systems (NYSE: AGR) today reported GAAP net income of $47 million, or $0.27 per share, for the third quarter of fiscal 2006, above the company's April guidance. In the third quarter of fiscal 2005, Agere reported GAAP net income of $120 million, or $0.65 per share. The latest quarter included a $27 million tax benefit; the year-ago quarter had a tax benefit of $120 million. Revenue for the third quarter of fiscal 2006 totaled $382 million.

(Logo: http://www.newscom.com/cgi-bin/prnh/20040618/AGERELOGO )

On a non-GAAP basis*, Agere reported net income of $37 million, or $0.22 per share, in the third quarter of fiscal 2006, compared to $43 million, or $0.23 per share, in the same period for fiscal 2005.

Richard Clemmer, President and CEO, said, "Agere Systems turned in a solid third quarter, demonstrating the leverage we have created in our business model and the clear progress we are making in our turnaround plan. Moreover, we expanded our customer base during the quarter, giving us a firm foundation for driving revenue growth.

"During the quarter," Clemmer added, "we completed a strategic plan that will drive success in our three businesses. Our vision for the company is captured in our new tagline, 'Perfecting the Connected Lifestyle.' By this, we mean that we will work to transform the performance of networks and consumer electronics to enable people to stay connected -- more reliably, in more places, and more often than ever before. We are confident in our plans and believe that Agere shares remain undervalued. Consequently, we have authorized a new $200 million share repurchase program."

The following chart shows quarterly revenue, including revenue from the licensing of intellectual property, by business segment:


                                      Jun 30          Mar 31        Jun 30
                                       2006            2006          2005
                                                 ($ in millions)
    Consumer segment:
      Storage                          $135            $171          $146
      Mobility                          105              95           125
    Consumer segment                    240             266           271
    Networking segment                  142             131           162
    Total                              $382            $397          $433

    Product and Customer Highlights

    Recent company highlights include:

    Networking:

    - TrueONE portfolio launched.  These scaleable, turn-key solutions are
      based on Agere's packet processing, switching, digital processing and
      systems software capabilities.  These solutions enable the delivery of
      carrier-class voice, data, IPTV and HDTV services over a single
      converged, broadband network and allow Agere to provide solutions for
      the market.

    - Ericsson selected Agere's packet processing technology for DSLAM
      equipment.

    - NEC chose Agere for its third-generation wireless infrastructure Node B
      equipment.

    - 3Com and Lenovo chose Agere's Ethernet solutions for their enterprise
      switching applications.

    Mobility:

    - Agere delivered platform solutions for Samsung's ultra-thin X820 model,
      marketed as the world's slimmest mobile phone, offering a 2-megapixel
      digital video camera, document viewer and TV-output function, and
      Bluetooth capability.

    - The company finalized an agreement with u-Nav Microelectronics, a best-
      in-class provider of Global Positioning System (GPS) solutions.  This
      agreement gives Agere the capability to offer proven GPS solutions along
      with Agere's baseband solutions to enable value-added functionality like
      Location Based Services and satisfy future regulatory requirements for
      E-911 emergency services.

    Storage:

    - Agere expanded its customer base by providing technology for a new
      2.5-inch HDD-Flash combo drive to a leading disk drive manufacturer,
      beating a major competitor.

    - The company sampled an ARM-based SoC for use in a production platform to
      a lead customer, further building on Agere's significant experience in
      developing ARM-based cores across the company's three businesses and
      strengthening the customer relationship.

    Outlook

In the September quarter, the company expects to report revenues in the range of $375 million to $400 million. The company expects GAAP net income to be in the range of $0.08 to $0.13 per share. Non-GAAP net income* is expected to be in the range of $0.21 to $0.26 per share.

Earnings Webcast

Agere Systems will host a conference call today at 8:30 a.m. EDT to discuss its financial results and outlook. To listen to the conference call via the Internet, visit http://www.agere.com/webcast. Subsequent to the conference call, a replay will be available at the same web address.

About Agere Systems

Agere Systems is a global leader in semiconductors and software solutions for storage, mobility and networking markets. The company's products enable a broad range of services and capabilities, from cell phones, PCs and hard disk drives to the world's most sophisticated wireless and wireline networks. Agere's customers include top manufacturers of consumer electronics, communications and computing equipment. Agere works to transform the performance of networks and consumer electronics by integrating systems knowledge and leading technology that enable people to stay connected -- perfecting the connected lifestyle.

About non-GAAP Financial Measures

* Non-GAAP financial measures exclude gain or loss from the sale of, and income or loss from, discontinued operations; restructuring-related charges included in costs; primarily increased depreciation; certain other non-cash charges including equity compensation; net restructuring and other charges; purchased in-process research and development charges, amortization of acquired intangible assets, net gain or loss from the sale of operating assets, certain tax adjustments, cumulative effect of accounting changes, and certain nonrecurring charges. Reconciliations of non-GAAP financial measures used in this press release to corresponding GAAP amounts are attached.

Agere, Agere Systems and the Agere Systems logo are registered trademarks and TrueONE is a trademark of Agere Systems Inc.

This release contains forward-looking statements based on information currently available to Agere. Agere's actual results could differ materially from the results stated or implied by those forward-looking statements due to a number of risks and uncertainties. These risks and uncertainties include, but are not limited to, our reliance on major customers and suppliers, our ability to keep pace with technological change, our dependence on new product development, price and product competition, availability of manufacturing capacity, customer demand for our products and services, and general industry and market conditions. For a further discussion of these and other risks and uncertainties, see our annual report on Form 10-K for the fiscal year ended September 30, 2005, and our quarterly report on Form 10-Q for the quarter ended March 31, 2006. 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.



                              Agere Systems Inc.
          Unaudited Condensed Consolidated Statements of Operations
                (Dollars in millions except per share amounts)

                                                         Quarter Ended
                                               Jun 30       Mar 31     Jun 30
                                                2006         2006        2005

    Revenue                                     $382         $397        $433
    Costs                                        188          208         248
    Gross profit - $                             194          189         185
    Gross profit - %                            50.8%        47.6%       42.7%
    Operating Expenses
    Selling, general and administrative           56           60          65
    Research and development                     107          118         119
    Amortization of acquired intangible assets     2            1           1
    Restructuring and other charges - net          6           28           1
    Gain on sale of operating assets - net        (2)          (3)         (4)
    Total operating expenses                     169          204         182
    Operating Income (Loss)                       25          (15)          3
    Other income  - net                            5            6           4
    Interest expense                               6            6           6
    Income (Loss) before income taxes             24          (15)          1
    Provision (benefit) for income taxes         (23)           6        (119)
    Net Income (Loss)                            $47         $(21)       $120

    Basic income (loss) per share information
    Net income (loss)                          $0.28       $(0.11)      $0.66
    Weighted average shares outstanding --
     (in millions)                               171          178         181

    Diluted income (loss) per share
     information
    Net income (loss)                          $0.27       $(0.11)      $0.65
    Weighted average shares outstanding --
     (in millions)                               172          178         193



                              Agere Systems Inc.
            Reconciliation of Non-GAAP to Unaudited GAAP Measures
                (Dollars in millions except per share amounts)

                                                       Quarter Ended
                                              Jun 30      Mar 31       Jun 30
                                                2006        2006         2005

    Reconciliation of Non-GAAP Net Income
     (Loss) to Net Income (Loss)
    Non-GAAP Net Income (Loss)                   $37          $17         $43
    Restructuring related charges,
     including increased depreciation             (2)          (2)        (38)
    Stock-based compensation expenses
     (excludes $2 included in
     restructuring and other
     charges - net in 1QFY2006)                  (10)         (10)          -
    Amortization of acquired intangible assets    (2)          (1)         (1)
    Restructuring and other charges - net         (6)         (28)         (1)
    Expenses related to reverse split and
     loss on guarantee                             1            -          (7)
    Gain on sale of operating assets - net         2            3           4
    Taxes excluded from Non-GAAP                  27            -         120
    Net Income (Loss)                            $47         $(21)       $120

    Reconciliation of Non-GAAP Net Income
     (Loss) Per Share to Net Income
     (Loss) Per Share
    Non-GAAP Net Income (Loss)
     per share-diluted                         $0.22        $0.10       $0.23
    Restructuring related charges,
     including increased depreciation          (0.01)       (0.01)      (0.21)
    Stock-based compensation expenses
     (excludes $0.01 included in
     restructuring and other
     charges - net in 1QFY2006)                (0.06)       (0.06)          -
    Amortization of acquired intangible assets (0.01)           -           -
    Restructuring and other charges - net      (0.04)       (0.16)      (0.01)
    Expenses related to reverse split and
     loss on guarantee                             -            -       (0.04)
    Gain on sale of operating assets - net      0.01         0.02        0.02
    Taxes excluded from Non-GAAP                0.16            -        0.66
    Net Income (Loss) per share- diluted       $0.27       $(0.11)      $0.65



                              Agere Systems Inc.
               Unaudited Condensed Consolidated Balance Sheets
                            (Dollars in Millions)

                                                      Jun 30            Mar 31
                                                       2006              2006
    ASSETS
    CURRENT ASSETS
         Cash and cash equivalents                     $490              $620
         Trade receivables                              215               227
         Inventories                                    135               132
         Other current assets                            24                38
              TOTAL CURRENT ASSETS                      864             1,017
    Property, plant and equipment - net                 421               423
    Goodwill                                            196               196
    Acquired intangible assets - net                     11                13
    Other assets                                         91                93
              TOTAL ASSETS                           $1,583            $1,742

    LIABILITIES AND STOCKHOLDERS' EQUITY
    CURRENT LIABILITIES
         Accounts payable                              $171              $188
         Other current liabilities                      235               268
              TOTAL CURRENT LIABILITIES                 406               456
    Long-term debt                                      362               372
    Other liabilities                                   471               594
              TOTAL LIABILITIES                       1,239             1,422

    STOCKHOLDERS' EQUITY                                344               320
    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY       $1,583            $1,742



                              Agere Systems Inc.
          Unaudited Condensed Consolidated Statements Of Cash Flows
                            (Dollars in Millions)

                                                        Three Months Ended
                                                     Jun 30            Mar 31
                                                      2006              2006

                            OPERATING ACTIVITIES
     Net income (loss)                                 $47              $(21)

     Adjustments to reconcile net income
      (loss) to net cash provided (used)
      by operating activities:

     Restructuring and other charges -
      net of cash payments                             (22)                8
     Depreciation and amortization                      28                29
     Pension plan contributions                        (35)                -
     Decrease in receivables                            12                26
     Increase in inventories                            (6)              (11)
     Decrease in accounts payable                      (17)               (8)
     Other operating activities - net                  (19)               17
     NET CASH (USED) PROVIDED BY OPERATING ACTIVITIES  (12)               40

                           INVESTING ACTIVITIES
     Capital expenditures                              (22)              (18)
     Other investing activities                          6                 6
     NET CASH USED BY INVESTING ACTIVITIES             (16)              (12)

                           FINANCING ACTIVITIES
     Purchase of treasury stock                       (100)              (59)
     Principal repayments of long-term debt            (10)                -
     Other financing - net                               8                 2
     NET CASH USED BY FINANCING ACTIVITIES            (102)              (57)

     Net decrease in cash and cash equivalents        (130)              (29)

     Cash and cash equivalents at beginning period     620               649

     Cash and cash equivalents at end of period       $490              $620



                              Agere Systems Inc.
                Unaudited Net Income (Loss) Per Share Guidance


                                                          Quarter Ending
                                                               Sep 30
                                                                 2006

    Non-GAAP Net Income  (High End of Range)                    $0.26
    Non-GAAP Net Income  (Low End of Range)                     $0.21

    Less:  Restructuring and related costs                       0.06
      Stock-based compensation expenses                          0.06
      Amortization of acquired intangible assets                 0.01
                                                                 0.13

    Net Income  (High End of Range)                             $0.13
    Net Income  (Low End of the Range)                          $0.08

Web site: http://www.agere.com/webcast/