SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 23, 2003 Agere Systems Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-16397 22-3746606 (Commission File Number) (IRS Employer Identification No.) 1110 American Parkway NE 18109 Allentown, Pennsylvania (Zip Code) (Address of principal executive offices) (610) 712-1000 (Registrant's Telephone Number) Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits. Exhibit No. Description 99.1 Earnings release dated July 23, 2003 Item 9. Regulation FD Disclosure. The information contained in this Item 9 of this report is being furnished pursuant to "Item 12. Results of Operations and Financial Condition" in accordance with SEC Release No. 33-8216. On July 23, 2003, Agere Systems issued a press release announcing its financial results for the quarter ended June 30, 2003. A copy of that press release is attached to this report as Exhibit 99.1. The press release contains information about our net income, excluding gain or loss from the sale of, and income or loss from, discontinued operations; net restructuring and other charges; amortization of goodwill and other acquired intangibles; net gain or loss from the sale of operating assets and cumulative effect of an accounting change and about our cash flow from ongoing operations. We believe that information about our net income on this basis will allow investors to more easily compare our financial performance on an operating basis in different fiscal periods and against our prior guidance. We believe that disclosing cash flow from ongoing operations is useful to investors because it shows the progress we are making on improving our cash flow as a result of our restructuring activities and shows the performance of our business on an operating basis. 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 hereunto duly authorized. AGERE SYSTEMS INC. Date: July 23, 2003 By: /s/ John W. Gamble, Jr. ---------------------------- Name: John W. Gamble, Jr. Title: Executive Vice President and Chief Financial Officer