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

Good morning, everyone, and welcome to Keysight's 2023 Annual Meeting of Stockholders. We're glad you can join us today for our first in-person meeting since 2020. My name is Jeffrey Li, and I'm Senior Vice President, General Counsel and Secretary of Keysight, and I will Chair today's meeting. With me today is Ron Nersesian, the Executive Chair of our Board of Directors; as well as Satish Dhanasekaran, our President and Chief Executive Officer. As you may have seen this morning, Keysight announced that Ron, who has been Executive Chair of our Board since 2019, will be transitioning to Nonexecutive Chair effective May 1, 2023. We would like to take this opportunity to thank Ron for his leadership over the past 8 years and look forward to his continued guidance as our Nonexecutive Chair. Today, there are two parts to the meeting. First, I will cover the official annual meeting, and then Satish will offer his 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. We will address questions at two points. While the polls are open for voting on the proposals during the official meeting, we will review questions and answer those questions that are relevant to the proposals up for consideration. Then after Satish's presentation, we will take general questions related to Keysight business. We will make every effort to respond to all relevant questions. With that, I'll now call Keysight's Annual Stockholders Meeting to order. We are conducting the meeting in accordance with the company's bylaws. The agenda and rules and procedures for today's meeting are on your seats. Please review them. In order to conduct an orderly meeting and to give all eligible stockholders and proxyholders an opportunity to participate, we ask that you adhere to these rules throughout the meeting. We have four business items on the agenda today, which were covered in depth in our proxy materials. First, though, I'd like to introduce the Keysight Board of Directors who are joining us by phone today. They are 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 17, 2023. 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 17, 2023. This list has been available for examination on the Keysight Investor Relations website for the past 10 days, and was available in the lobby where you checked in. The Inspector of Election has informed me that as of January 17, 2023, the record date set by the Board for determination of the eligibility to vote at today's meeting, there were 178,344,094 shares of common stock outstanding each entitled to 1 vote. Lisa, would you please report next on the shares represented at the meeting?

An examination of the proxies on file shows that there are present by proxy, 159,020,649 shares of common stock, all of which are represented by Mr. Nersesian and Mr. Li. The shares present by proxy represent approximately 89% 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 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 please complete and submit a proxy card at this time. The polls are open for voting. If you wish to vote, please raise your hand and one of our ushers will assist you. We have four proposals from the company that stockholders have been asked to vote on. The first item is the election of directors. You've been asked to vote on the election of Satish Dhanasekaran, Richard Hamada, Paul Lacouture and Kevin Stephens. 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 2023 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. Does anyone have any questions for Sean? The third item of business is an advisory vote to approve the compensation of Keysight's named executive officers for fiscal year 2022. The fourth item of business is to approve an amendment to Keysight's amended and restated certificate of incorporation to declassify the Board of Directors. Okay. Having outlined the four proposals, we will now take questions from any stockholder who has a question related to these proposals. As a reminder, there will be time after Satish's presentation to ask questions about the business of the company. Does anyone have any questions? Hearing none, I will make a final call for proxies and ask Lisa to report the preliminary results of the vote. If you have not already voted, please submit your vote now. Votes cannot be counted after the polls have closed. [Voting]

The polls are now closed. Lisa, may I have the preliminary results of the votes?

For the election of directors, 126,438,408 shares or 89% of the shares present at the meeting voted for the company's [stated ] directors. 157,778,081 shares or 99% of the shares present 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 2023. 127,457,338 shares or 89% of the shares present voted in favor of the approval of the compensation of Keysight's named executive officers for fiscal year 2022, as described in the company's proxy statement. 142,317,358 shares or 79% of the total shares outstanding voted to approve the amendment of 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 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 Satish's discussion of Keysight's business and opportunities. We will also leave time at the end to answer your questions. And now I will turn it over to Satish.

Thank you, Jeff, and a very warm good morning and welcome to Keysight's 2023 Shareholder Meeting today. I will share a few highlights of our fiscal '22 results and also make some statements on the opportunities that the firm sees moving forward. Before I get into it, I want to refer you to our safe harbor statement here, which includes the risks and forward-looking statements that I'll be making today. So first and foremost, very happy to report that our fiscal '22 was a very strong year for Keysight, setting exceptional financial performance, new records on all fronts, orders, revenue, operating profit and earnings per share. We achieved this while furthering our customer relationships, and investing in long-term differentiation, which will position us well for the future. We are a market leader in design and test with 15,000 employees around the world that are located in -- near our customers, around 100-plus countries where we serve around the globe. And in fiscal '22, we had $5.4 billion in revenue and maintained a strong position -- leadership position across our end markets, commercial communications, aerospace, defense, and electronic and industrial business units. Our business' fundamental driver remains the same through all the 8 decades we've been in business, which is about perpetual changes happening in the world of technology. We continue to adapt to those changes and are constantly evolving our business to meet the changing needs of our customers. Despite being in business for so long, we remain future-focused and purpose-driven. Our purpose is to accelerate innovation. We offer our customers a distinct advantage by enabling multiple waves of technology through our solutions. We continue to diversify our end market exposure and expand our customer base, which is already 30,000, as you can see, and evolve our business mix to higher-value solutions, which has the benefit of increasing software services and recurring revenue for the firm. In fiscal '22, we also exited the year with a very strong backlog position and free cash flow position of over $1 billion. Our fiscal '22 performance builds on multiple years of compounding value creation. Since becoming an independent company in 2014, we have nearly doubled our revenue, tripled our earnings per share and delivered 453% total shareholder return. And a lot of this is because enabled by our software-centric solution strategy, which has enabled us to outperform the markets as you can -- with revenue growth of over 10% over that period of time. The differentiation of our solution continues to grow. We've seen -- you see that in the gross margin performance that has gone up from 57% to 65%, and we have more upside that we're working towards as we expand the mix of our offerings. Our operating profit has expanded from 18% to 29% during that time frame and we have delivered a free cash flow performance of 18% an earnings per share growth of 17% over that period of time. While we're excited and pleased with the results, we're equally excited by the actions we've taken through this time to continue to drive long-term shareholder value. Starting with growth. We see a number of secular trends, decades-long growth trends that we're focused on driving technology innovations in. It starts with computation, connectivity mobility applications. And you can see that in 5G, 6G, automotive, quantum computing and semiconductor revolutions. Keysight is at the heart of a number of these innovations across its end markets. We're also focused on profitable growth, by expanding our software and services mix and continuing to remain operationally excellent, while deepening our culture -- rich culture with customers focus and integrating sustainability and DEI into our business strategy. As I look ahead, I see three things that are happening in the world of technology. Technology trends are accelerating, and this is driven by a robust set of next-generation technology trends in connectivity and computation, which causes increased innovation in our end markets. Second, we see industries transforming. More industries are becoming addressable for Keysight than in the past, driven by the move to embrace technology and digitization. Keysight solutions help customers be successful in automotive, and increasingly in areas such as digital health and space and satellite. In fiscal '22, our automotive orders reached $500 million, an example of what the firm can accomplish as we focus on these targeted vertical opportunities. The industry or market dynamics also continue to be favorable.. And looking at a decade from now, we can safely say technology will be a bigger part of global GDP than it has been in the past. And that's a huge opportunity for Keysight as we see multiple governments around the world investing in local R&D and IP capabilities, which we view as a very favorable trend for the business. Sustainability investments are going to be on the rise as well. Driven by all these drivers, we remain confident in the long-term organic and value creation potential of the firm. What also gives us confidence as we look ahead is our deep, rich culture, enabled by the Keysight leadership model, with its focus around making our customers successful. That is the focus for the organization, and our Keysight leadership model continues to provide the operating system in the -- for the organization, which unlocks its capabilities and creativity to enable us to deliver long-term value creation. Just to summarize a few sustainable competitive differentiators. It starts with deep, long-term customer relationships that we're working hard to further, unmatched technology expertise and capabilities in the firm, our differentiated first-to-market portfolio, durable and resilient business model, and our collaborative high-performance culture in the company. We have a very strong strategic direction that has informed our actions and investments. And at the highest level, we continue to transform from being a hardware-centric tools provider to a software-centric solutions company. And Keysight's focus continues to be to deliver first-to-market design and test solutions that create sustainable life cycle value for customers. We're intensely focused on time-to-market and productivity gains for our customers, which, in turn, has the benefit of stronger business outcomes in terms of growth, profitable growth, resiliency and margin expansion for the business. We're also focused on -- while we're focused on driving our business and profitable growth, we're also focused on building a better planet through our corporate social responsibility efforts. We're proud to have received numerous awards in this space, and we continue to make strong progress. It starts with our portfolios focused on enabling clean technology, wellness through IoT revolution that's happening and safe and data privacy and cybersecurity testing needs across our end markets. But equally, we've made sufficient progress or substantial progress in our ESG goals, starting with our commitment to science-based technology -- science-based target initiative, SBTi. On the social front, we continue to make progress towards building diversity into the business strategy of the firm and have put out targets out there that we will continue to hold ourselves accountable to. And from a governance perspective, we have a diverse and talented Board of Directors guiding the strategic direction of the company. What enables our continued success is our disciplined capital allocation strategy, which has remained the same. We're investing in R&D to innovate and stay ahead of the market needs. Where it makes sense, and it has met our financial and strategic hurdles, we've been able to bring in best-in-class capabilities that has continued to make the firm strong through M&A. In the last year, we've done four technology tuck-ins: verisco, Micram, Quamotion, and Nordsys. In the last month, we recently announced the acquisition of ClioSoft as well that brings in new capability to the company that I'm excited about. Given our strong cash flow position and our confidence in the business, the Keysight Board of Directors has authorized a $1.5 billion share repurchase authorization at -- that was announced at our Investor Day last month. This is just a summary of the strategy of the firm Needless to say, we're very excited about the progress that we're making, and I would refer you back to our Investor Day materials for more details on the company. With that, I want to thank you all for joining us today, and thank our shareholders for all your support of the company through the years. I'd like to open it up for any questions you may have. All right. Thank you for joining us. Have a great day.