Keysight Technologies, Inc. (KEYS) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Stockholders of Keysight Technologies. Please note that today's meeting is being recorded. It is now my pleasure to turn today's meeting over to Jeffrey Li, General Counsel and Corporate Secretary, the floor is yours.

Thank you. Good morning, everyone, and welcome to Keysight's 2022 Annual Meeting of Stockholders. We're glad you could join us today. This meeting will be conducted in a virtual-only meeting format again this year due to the lingering impact of COVID-19. We are optimistically looking forward to returning to our in-person annual meeting format next year. My name is Jeffrey Li, and I'm the Senior Vice President, General Counsel and Secretary to Keysight, and I will chair today's meeting. With me today is Ron Nersesian, our Chairman, President and Chief Executive Officer; and Satish Dhanasekaran, our Chief Operating Officer. As you likely know, Keysight recently announced that effective on May 1, 2022, Ron will be retiring as President and CEO of Keysight, but will remain on the Board as the Executive Chairman, and Satish will be the President and CEO of Keysight. There are 2 parts to today's meeting. First, I will cover the official annual meeting and then Ron and Satish will offer their thoughts on Keysight's business and opportunities. Today's meeting is being recorded and will be posted to our Investor Relations website after the meeting. You may submit questions by using the Q&A tab on your screen. Jason Kary, our Head of Investor Relations, will monitor questions for us. We will address questions at 2 points. During the meeting, you may enter your questions through the Q&A tab on the Annual Meeting website. While the polls are open for voting on the proposals during the official meeting, we will review questions and answer those relevant to the proposals up for consideration. After Ron and Satish's presentations, we will take general questions related to Keysight business. [Operator Instructions] We will make every effort to respond to all relevant questions. However, if multiple questions are submitted on the same topic, we will summarize the questions and respond collectively. With that, I will now call Keysight's Annual Stockholders Meeting to order. We are conducting the meeting in accordance with the company's bylaws. The agenda and the rules and procedures for today's meeting are posted on the virtual annual meeting website under the Documents tab. Please review them. In order to conduct an orderly meeting and give all eligible stockholders and proxy holders an opportunity to participate, we ask that you adhere to these rules throughout the meeting. We have 4 business items on the agenda today, which were covered in depth in our proxy materials. First, I would like to introduce the Keysight Board of Directors who are joining us by the phone today: James Cullen, Charles Dockendorff; Richard Hamada, Michelle Holthaus, Paul Lacouture, Jean Nye, Joanne Olsen, Robert Rango and Kevin Stephens. Keysight's Board of Directors has appointed Lisa Brenten of Computershare Trust Company NA, to serve as our Inspector of Election for this year's meeting. Lisa has taken and signed an oath as Inspector of Election, which will be filed with the minutes of today's meeting. Computershare has certified that the notice of the meeting and availability of proxy materials was timely provided to all stockholders of record as of January 18, 2022. Copies of these proxy materials and related certificates will be attached to the minutes of today's meeting. I have in my possession a list of stockholders of record as of January 18, 2022. The -- the list of stockholders of record has been available for examination on the Keysight Investor Relations website for the past 10 days, and this list is available for inspection during this meeting on the annual meeting website under the Documents tab. The Inspector of Election has informed me that as of January 18, 2022, the record date set by the Board for determination of the eligibility to vote at today's meeting, there were 182,762,654 shares of common stock outstanding, each entitled to 1 vote. Lisa, would you please report next on the shares represented at the meeting?

My examination of the proxies on file shows that there are present by proxy, 16,114,828 shares of common stock, all of which are represented by Mr. Nersesian and Mr. Li. The shares present by proxy represent approximately 88.10% of the shares of common stock outstanding and entitled to vote.

Thank you, Lisa. Please prepare and file a written report on the final count of shares in attendance at the meeting. I will file the report and the records of the company. Since we have a majority of the outstanding shares represented at the meeting, I declare that there is a quorum present and that we may proceed with the business of the meeting. We ask any stockholder who has not previously submitted a proxy and who wishes to vote at today's meeting to submit your vote online at this time. The polls are open for voting. We have 4 proposals from the company that stockholders have been asked to vote on. The first item is the election of directors, which has been asked to vote on the election of James Cullen, Michelle Holthaus, Jean Nye and Joanne Olsen. The second item of business is to ratify the Audit and Finance Committee's appointment of PricewaterhouseCoopers as the company's independent registered public accounting firm for the 2022 fiscal year. At this time, I'd like to introduce Sean De Winter from PricewaterhouseCoopers, who is responsible for the Keysight account. Sean is available if you have any questions. Please use the Q&A tab at the top right-hand side of your screen to submit your questions for Sean. Jason, do we have any questions for Sean?

No, we have no questions for Sean.

Thank you, Jason. The third item of business is an advisory vote to approve the compensation of Keysight's named executive officers for fiscal year 2021. The fourth item of business is to amend Keysight's amended and restated certificate of incorporation to declassify the Board of Directors. Okay. Having outlined the 4 proposals, we will now take questions from any stockholder who has a question concerning these proposals. As a reminder, there will be time after Ron and Satish's presentation to ask questions about the business of the company. Again, if you have any questions about the proposals being voted on, please click on the Q&A tab and type your question into the window. Jason, do we have any questions?

Jeff, we have no questions relevant to the proposals up for vote at this meeting at this time.

Thank you, Jason. I'll make a final call for proxies and ask Lisa to report on the preliminary results of the vote. If you have not already voted, please submit your vote now through the annual meeting website in order for it to be counted. Votes cannot be counted after the polls have closed. The polls are now closed. Lisa, may I have the preliminary results of the votes?

For the election of directors, 132,117,347 shares or 91% of the shares present voted for the company's slate of directors. 159,550,309 shares or 99% of the shares present at the meeting voted in favor of the ratification of the Audit and Finance Committee's appointment of PricewaterhouseCoopers as the company's independent registered public accounting firm for fiscal year 2022. 126,364,596 shares or 87% of the shares present at the meeting voted in favor of the approval of the compensation of Keysight's named executive officers for fiscal year 2021, as described in the company's proxy statement. 144,088,531 shares or 79% of the shares outstanding voted to amend Keysight's Amended and Restated Certificate of Incorporation to declassify the Board of Directors...

Thank you, Lisa. Based on these preliminary results, I declare that each of the 4 nominees for Director have been elected to serve a new 3-year term. Additionally, proposals 2 and 3 have passed. Proposal 4 received support from 79% of the shares outstanding, but because the proposal required to support from at least 80% of the shares outstanding, Proposal 4 has not passed, and the Board of Directors will remain classified. In the next few days, Keysight will publicly report the final official results of today's votes. If you are interested, you can review these results through our SEC filings, which are also available on the Investor Relations page of the Keysight website. That concludes the official business of today's stockholder meeting. I declare that the formal part of today's meeting is hereby adjourned. I hope you will stay with us for Ron and Satish's discussion of Keysight's business and opportunities. As a reminder, you may type your questions into the annual meeting screen at any time during Ron and Satish's presentation by clicking on the Q&A tab. We will also leave time at the end to answer your questions. And now I will turn it over to Ron and Satish.

Thank you very much, Jeff, and thank you, everyone, for joining us. Good afternoon in Europe, and good evening in other parts of the world. I would like to make a few comments about our FY 2021 results and the results that we've had since launching the company. But I'm most excited to talk about the opportunity that we have going forward, and that will be presented by Satish Dhanasekaran, our new CEO that will be taking over on May 1. Before we get started, please take a look at our safe harbor statement that explains all the risks and uncertainty with regards to investment in Keysight. With that, let's first take a high-level glance at Keysight and take a look at what our company looks like today. Jeff, please switch to the next slide. As you can see, we are #1 in our markets, in our communications markets, in our aerospace defense markets and our general markets for this electronic test and measurement equipment as well as operational equipment that we are adding into our portfolio. Last year, we finished just below $5 billion in revenue, but over $5 billion in orders. And that has shown some substantial growth since we launched the company in 2014. We serve over 32,000 customers a year. And you could see our market cap at the end of FY '21, which has seen some pullback since then due to inflationary rates -- and inflationary assumptions as well as other things going on in the world. We have a very strong operating margin, very solid employee base and a distributed portfolio in communications, aerospace and defense and government as well as the general electronic industrial markets. And as you can see, we're diversified around the world with about 40% of our business in the Americas and 60% in the rest of the world. Moving on to the next slide. I'd like to summarize what our performance has been since we have started the company as well as in 2021. Next slide, please. Here, you can see our revenue growth, which was very strong in 2021, but it's been a very solid growth since we have launched the company. We have also increased our software and services revenue to $1.7 billion, and we have over $1 billion in annualized recurring revenue. Second, we have been consistently focusing on not just growing the top line but improving our gross margin by doing many things. The first is by shifting our mix from manufacturing to R&D. Second, from hardware to adding more software and services as well as differentiating our products and solutions, which gives us the ability to lead in our markets as opposed to be part of the pack. On top of that, we work on a continuous basis to improve our gross margins as well as our overall performance. Our operating margin has expanded from approximately 18% to approximately 28% over the first 7 years of our company. And our free cash flow, as you can see, has grown at about 25% on a compound annual growth rate. Our EPS has increased from $2.52 a share, non-GAAP to $6.23 last year. And all of this has put us in a very, very solid position. We had approximately over $2 billion in cash as we started the quarter. We had over $2 billion in backlog, which also provides a lot of safety and risk assurance as we go forward. There are major risks, obviously, in the world, but this cash position and backlog position makes us feel that we are entering this FY '22 in a very strong position. What's not on here is our market cap, which has grown from approximately $5 billion at launch to approximately $28 billion today and with -- even with the pullback that we've seen in the general marketplace. The other part that's very important is we didn't do this by cutting R&D, we did the exact opposite. We have invested very heavily in R&D. We've increased our R&D spend from approximately $400 million to approximately $800 million a year, and we continue to scale that accordingly with our revenue to make sure that we are always on the leading edge. But I'm not only proud of the strong financial performance, but I'm really proud of how we have helped over 30,000 customers a year, achieve their innovation and business goals. Also, our employee base has grown from approximately 10,000 employees to over 14,000 employees during this period of time. This puts us in a very, very strong position -- and I believe that our future is -- has never been more secure and never in a better position than we are in today. A lot of companies have achieved growth, so it's also important to take a look at what our total shareholder return was against our peers in the S&P 500. Next slide, please. As you can see from the next slide, the S&P has grown since we launched Keysight from -- it has grown, excuse me, 128% and Keysight has grown 471%. So we not only have produced solid results, but on a relative basis, we feel good that the investment in our company is being rewarded to our shareholders. At this point, I'd like to switch on to the next slide and just tell you how excited I am to go forward with all of our future growth prospects with such a fantastic leader. That leader is Satish, and I've been working closely with Satish for approximately 15 years. He's currently our Chief Operating Officer, but he has worked in the field organization, working directly with customers. He's worked in our divisions and run divisions. He's run groups, and he's done an exceptional job at each stage of his career. He knows our markets exceptionally well as well as our customers and our business. He's very smart, passionate and his tireless energy, and I'm very convinced as I move on to just take on the role of Chairman of the Board, Satish will be an exceptional CEO, and I look forward to partnering with him to ensure that we do everything we can to continue Keysight's success. With that, I'd like to turn it over to Satish, who is going to talk a little bit about our future. Thank you very much.

Thank you, Ron. I'm honored and excited to lead Keysight as the next CEO. Since 2006, when I joined the company as an engineer, the culture and values of the company have shaped me both personally and professionally. Over the past 7 years, under your leadership, we have built a solid foundation with a consistent strategy and execution track record, which have resulted in strong value creation for all our stakeholders. Let me now start with a view of what's happening in our end markets and how we're positioned to maximize value for all our shareholders. Around the world, technology is poised to be a bigger and bigger driver of global GDP. Through the last few years, the investments in technology globally have ramped up, especially around the mega trends such as 5G, quantum computing, cloud, AI, et cetera. These investments have spurred the expansion of the ecosystems we serve, which have resulted in us adding thousands of new customers who have embraced the Keysight platform. At the heart of the digital transformation revolves 3 key infrastructure components, connectivity, computation and security. Our customers are continually innovating to build best-in-class technology and products for solving the emerging needs of society. Their innovation imperative is clear, they must invent new complex technologies faster and at greater levels of efficiency and productivity. Keysight's focus on customer success involves a disciplined early investment strategy, which have been informed by the close collaborations with market-leading customers that we serve. We focus our efforts on connecting those critical aspects of the engineering workflows starting from early design all the way to deployment by providing total solutions, which give our customers a significant time-to-market advantage. We're continually expanding and diversifying our portfolio and capabilities, both organically and also through our strategic acquisitions to ensure we stay ahead of our customers' needs. Consistent with our strategy, our growth initiatives have been strong drivers of our top line and profit performance over the last few years, and each of them continue to have a multiyear runway ahead. Talking about 5G, in particular, we have enabled the early deployments of 5G through the Release 15 efforts that we have put in and are now working with the industry on Release 16 and Release 17 versions of the standards, and we're continuing to collaborate with the industry on what comes beyond 5G, which would be the early 6G, which is currently in the research phase. We're equally excited by the progress the industry is going through in automotive as an entire ecosystem is now focused on solving the challenges associated with implementing electrification and autonomous cars and autonomous vehicles. We're also excited by the products and solutions that we have launched to enable the next-generation networking and quantum computing technologies. And consistent with our strategy of being a software-centric solutions company, we're not just focused on onetime value creation for our customers, but on continual delivery of these values -- of value to our customers beyond the first time sale, which has resulted in strong performance for our software and services parts of the portfolio, which now account for over 1/3 of Keysight's revenues. We're doing all of this, as Ron mentioned, by investing in R&D to maintain our leadership position across our entire portfolio. We're particularly proud of the over 45 public testimonials where our customers have come out and voiced their support and for Keysight's platforms, underscoring the deep engagements we continue to sustain with market leaders. At the heart of our Keysight success is our leadership model. The institutional capabilities built around the Keysight leadership model are enduring and enables strong execution. Our business model is anchored around innovation and Keysight leadership model is how we operationalize our best practices. We start by identifying market opportunities, often engaged with our market-leading customers and as we help them accelerate their innovation, we allocate capital required to create first-to-market solutions so they can hit their market windows. Operational excellence, processes, ensure we're learning continually as an organization and finding ways for continuous improvement. We've learned a lot as an example, from working remotely and asynchronously through the pandemic environment. And some of them, we will institutionalize across our company, so we maintain a strong culture and are continually reinventing how we work. Being a technology company, we continually provide tools and opportunities to further our employees' growth and development, and all of this is built on our core values of uncompromising integrity, high performance, speed and courage, social responsibility and one Keysight value systems. This model is built to ensure success for all our stakeholders, customers, employees and our shareholders. Corporate social responsibility is a long-standing element of our culture and remains critical to our strategy moving forward. Towards building a better planet, we are focusing our products and solutions to enable our customers to gain a greater productivity as they implement next-generation technologies and help them realize their CSR goals. We're also employing a global business framework of ethical, environmentally sustainable and socially responsible operations throughout our comprehensive CSR programs. Specific to Keysight, in fiscal year '21, we committed to achieving net 0 emissions in our operations by 2040 in alignment with the Paris Agreement preferred goals. On the social side, diversity, equity and inclusion is a long-standing element of our culture and an area we have focused on recently is to increase participation on the engineering profession from women and underrepresented minorities in the United States. We've also supported employees to volunteer and give back to local communities. This year, we have created different employee network groups which have heightened the conversation and dialogue around inclusion and belonging in the workplace. Around governance, you see the progress made from the Board perspective, but equally important is Keysight is committed to conducting business in ethically -- ethical manner globally. We have strategic and operational policies, procedures and values that support transparency, sustainability, legal, compliance and underpinnings in everything we do. We're proud of our commitment to corporate social responsibility as well as diversity, equity and inclusion and the external recognition we're receiving in those areas. In summary, Keysight has done a very -- has a strong leadership team and together with our employees, we will continue to do an excellent job in delivering to our commitments. We are delivering on our first-to-market solutions, which gives us continued success on the top line and our differentiation, which helps improve our margins. We're executing on our software-centric solution strategy focused on hardware, software and services to enable our customer success. We're also increasing the recurring nature of the contributions we make with our customers, which enables us to grow ARR. All of this is enabled by the Keysight leadership model, which is based on values and a systemic process to lead and improve on a continual basis. Lastly, I'm excited by the progress we're making in furthering our growth opportunities, which have a multiyear runway ahead. So with that, I'd like to thank you all for attending this brief summary, and we'd like to open it up for any questions.

Thank you, Satish. We will now take your general questions related to Ron and Satish's remarks on the Keysight's business. Please enter your questions in the annual meeting website using the Q&A tab. Jason, do we have any questions?

Jeff, we have no questions.

Thank you, Jason. I would like to thank everyone for attending today's annual meeting. We appreciate your continued support for Keysight and look forward to hopefully seeing you in-person next year. Thank you.

This concludes the 2022 Annual Meeting of Keysight Technologies, Inc. You may now disconnect.