Agilent Technologies Announces Actions to Divest Semiconductor-Related Businesses, Enhance Shareholder Value.

PALO ALTO, Calif. -- Agilent Technologies Inc. (NYSE:A) today announced a series of actions to enhance its focus as the world's premier measurement company and to create tangible value for its shareholders. Today's announcements include:

--An agreement to divest the Semiconductor Products segment to Kohlberg Kravis Roberts & Co. (KKR) and Silver Lake Partners for $2.66 billion(1).

--A definitive agreement to sell its stake in Lumileds to Royal Philips Electronics for $950 million plus repayment of $50 million of debt from Lumileds.

--Plans to spin off its SOC and Memory Test businesses as soon as practical in 2006.

Agilent also announced it will return the cash proceeds of the divestitures to its owners through a $4 billion share repurchase program to commence immediately(2). The company also announced it intends to call its $1.15 billion convertible debenture, which potentially will reduce its outstanding shares by 36 million.

Bill Sullivan, Agilent president and chief executive officer, said, "These actions enable Agilent to focus exclusively on realizing its full potential as the world's premier measurement company, serving global customers as the largest, most innovative and best-positioned entity in the world. It has become increasingly clear that investors also prefer this exclusive focus on the $40 billion measurement market. Returning the proceeds of these divestitures via share repurchases demonstrates Agilent's commitment to realizing superior value for our owners as well as our customers."

The company currently expects that the divestitures will be completed by the end of its fiscal year, Oct. 31, 2005, subject to closing conditions, including governmental and regulatory approvals.

As part of its repositioning as a "pure play" measurement company, Agilent expects to reduce its Global Infrastructure costs by $450 million, and infrastructure-related employment by about 1,300 jobs. This reduction will be accomplished through a combination of employee transfers to the divestiture and spin-off, attrition, and work force reduction. The company expects this restructuring to be largely completed by the middle of FY2006, and the roughly $200 million implementation cost to be essentially offset by the proceeds of property and other asset sales as the company reduces its global footprint.

In lieu of the normal earnings conference call, Agilent management will present more details on its third-quarter FY05 financial results and the additional announcements made today during a meeting at the Mandarin Oriental hotel in New York City beginning today at 8:30 a.m. (ET). This event will also be webcast live in listen-only mode. Listeners may log on at www.investor.agilent.com and select "Major Announcement and Third Quarter FY05 Financial Results Conference Call" under "News & Events - Calendar of Events."

A telephone replay of the meeting will be available one hour after the conference call today through August 22.

About Agilent Technologies

Agilent Technologies Inc. (NYSE: A) is the world's premier measurement company and a technology leader in communications, electronics, life sciences and chemical analysis. The company's 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.

Forward-Looking Statements 

This news release contains forward-looking statements as defined in the Securities Exchange Act of 1934 and subject to the safe harbors created therein. The forward-looking statements contained herein include, but are not limited to, information regarding the enhancement of shareholder value, the completion of the divestitures and Agilent's expected restructuring and the reduction of infrastructure costs following their completion, and Agilent's implementation of the share repurchase program.

These forward-looking statements involve risks and uncertainties that could cause Agilent's results to differ materially from management's current expectations. Such risks and uncertainties include, but are not limited to risks associated with the ability to effect the divestitures on a timely basis, risks associated with changes in demand for Agilent's products and risks associated with the development generally of Agilent's overall strategic objectives.

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 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 Agilent's filings with the Securities and Exchange Commission, including its Quarterly Report on Form 10-Q for the period ended April 30, 2005. Forward-looking statements are based on the beliefs and assumptions of Agilent's management and on currently available information. Agilent undertakes no responsibility to publicly update or revise any forward-looking statement.

(1)Subject to closing adjustments.

(2)Agilent anticipates that share repurchases will be implemented using a variety of methods, which may include open market purchases, block trades, self tender, accelerated share repurchase transactions or otherwise, or by any combination of such methods. The number of shares to be repurchased and the timing of any repurchases will depend on factors such as the stock price, economic and market conditions and corporate and regulatory requirements. The stock repurchase program may be suspended or discontinued at any time.

NOTE TO EDITORS: Further technology, corporate citizenship and executive news is available on the Agilent news site at www.agilent.com/go/news.