Document

“Keysight delivered an exceptional quarter and achieved all-time record orders, revenue, and free cash flow. Our second quarter results are indicative of our leadership position across a diverse set of markets,” said Ron Nersesian, Keysight’s Chairman, President and CEO. “As an enabler of leading-edge disruptive innovation, Keysight is well-positioned to capitalize on multiple waves of technology that are fueling our growth for the long term.”

Keysight’s third fiscal quarter of 2021 revenue is expected to be in the range of $1.205 billion to $1.225 billion. Non-GAAP earnings per share for the third fiscal quarter of 2021 are expected to be in the range of $1.39 to $1.45, which exclude items that pertain to future events and are not currently estimable with a reasonable degree of accuracy. Therefore, no reconciliation to GAAP amounts has been provided. Further information is discussed in the section titled “Use of Non-GAAP Financial Measures” below.

Keysight’s management will present more details about its second quarter FY2021 financial results and its third quarter FY2021 outlook on a conference call with investors today at 1:30 p.m. PT. This event will be webcast in listen-only mode. Listeners may log on to the call at www.investor.keysight.com under the “Upcoming Events” section and select “Q2 2021 Keysight Technologies Inc. Earnings Conference Call” to participate or dial +1 833-968-2178 (U.S. only) or +1 778-560-2837 (International) and enter passcode 3294649. The webcast will remain on the company site for 90 days.

This communication contains forward-looking statements as defined in the Securities Exchange Act of 1934 and is subject to the safe harbors created therein. The words “expect,” “intend,” “will,” “should,” “forecast,” and similar expressions, as they relate to the company, are intended to identify forward-looking statements. These forward-looking statements involve risks and uncertainties that could significantly affect the expected results and are based on certain key assumptions of Keysight’s management and on currently available information. Due to such uncertainties and risks, no assurances can be given that such expectations or assumptions will prove to have been correct, and readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. Keysight undertakes no responsibility to publicly update or revise any forward-looking statement. The forward-looking statements contained herein include, but are not limited to, predictions, future guidance, projections, beliefs, and expectations about the company’s goals, revenues, financial condition, earnings, impacts of US export control regulations, and operations that involve risks and uncertainties that could cause Keysight’s results to differ materially from management’s current expectations. Such risks and uncertainties include but are not limited to impacts to the supply chain; government mandates related to pandemic conditions; changes in the demand for current and new products, technologies, and services; customer purchasing decisions and timing; and order cancellations.

Income per share is based on weighted average diluted share count. See the attached supplemental schedules for reconciliations of each non-GAAP financial measure to its most directly comparable GAAP financial measure for the three months ended April 30, 2021. Following the reconciliations is a discussion of the items adjusted from our non-GAAP financial measures and the company’s reasons for including or excluding certain categories of income or expenses from our non-GAAP results.

Keysight delivers advanced design and validation solutions that help accelerate innovation to connect and secure the world. Keysight’s dedication to speed and precision extends to software-driven insights and analytics that bring tomorrow’s technology products to market faster across the development lifecycle, in design simulation, prototype validation, automated software testing, manufacturing analysis, and network performance optimization and visibility in enterprise, service provider and cloud environments. Our customers span the worldwide communications and industrial ecosystems, aerospace and defense, automotive, energy, semiconductor and general electronics markets. Keysight generated revenues of $4.2B in fiscal year 2020. For more information about Keysight Technologies (NYSE: KEYS), visit us at www.keysight.com.


KEYSIGHT TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(In millions, except per share data)
(Unaudited)
PRELIMINARY


	Three months ended
	April 30,				Percent
	2021		2020		Inc/(Dec)

Orders	$	1,332	$	1,089	22%

Revenue	$	1,221	$	895	36%

Costs and expenses:
Cost of products and services	484		379		28%
Research and development	209		166		25%
Selling, general and administrative	297		251		18%
Other operating expense (income), net	(4)		(3)		12%
Total costs and expenses	986		793		24%

Income from operations	235		102		131%

Interest income	—		4		(87)%
Interest expense	(19)		(20)		1%
Other income (expense), net	(8)		22		—

Income before taxes	208		108		92%

Provision for income taxes	22		37		(41)%

Net income	$	186	$	71	164%


Net income per share:
Basic	$	1.01	$	0.38
Diluted	$	0.99	$	0.37

Weighted average shares used in computing net income per share:
Basic	185		187
Diluted	187		189


KEYSIGHT TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(In millions, except per share data)
(Unaudited)
PRELIMINARY


	Six months ended
	April 30,				Percent
	2021		2020		Inc/(Dec)

Orders	$	2,555	$	2,230	15%

Revenue	$	2,401	$	1,990	21%

Costs and expenses:
Cost of products and services	957		819		17%
Research and development	408		353		15%
Selling, general and administrative	598		551		8%
Other operating expense (income), net	(9)		(38)		(76)%
Total costs and expenses	1,954		1,685		16%

Income from operations	447		305		47%

Interest income	1		10		(89)%
Interest expense	(39)		(39)		1%
Other income (expense), net	(6)		34		—

Income before taxes	403		310		30%

Provision for income taxes	45		76		(41)%

Net income	$	358	$	234	53%


Net income per share:
Basic	$	1.93	$	1.25
Diluted	$	1.91	$	1.23

Weighted average shares used in computing net income per share:
Basic	185		188
Diluted	188		190


KEYSIGHT TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(In millions, except par value and share data)
(Unaudited)
PRELIMINARY


	April 30,		October 31,
	2021		2020

ASSETS
Current assets:
Cash and cash equivalents	$	1,993	$	1,756
Accounts receivable, net	676		606
Inventory	774		757
Other current assets	275		255
Total current assets	3,718		3,374

Property, plant and equipment, net	598		595
Operating lease right-of-use assets	236		182
Goodwill	1,608		1,537
Other intangible assets, net	316		361
Long-term investments	65		61
Long-term deferred tax assets	712		740
Other assets	433		368
Total assets	$	7,686	$	7,218

LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	248	$	224
Employee compensation and benefits	359		289
Deferred revenue	488		391
Income and other taxes payable	82		64
Operating lease liabilities	42		43
Other accrued liabilities	69		70
Total current liabilities	1,288		1,081

Long-term debt	1,790		1,789
Retirement and post-retirement benefits	358		362
Long-term deferred revenue	172		175
Long-term operating lease liabilities	200		149
Other long-term liabilities	333		365
Total liabilities	4,141		3,921

Stockholders' Equity:
Preferred stock; $0.01 par value; 100 million shares
authorized; none issued and outstanding	—		—
Common stock; $0.01 par value; 1 billion shares
authorized; 197 million shares at April 30, 2021,
and 196 million shares at October 31, 2020, issued	2		2
Treasury stock at cost; 12.5 million shares at April 30, 2021 and
10.7 million shares at October 31, 2020	(992)		(752)
Additional paid-in-capital	2,152		2,110
Retained earnings	2,894		2,536
Accumulated other comprehensive loss	(511)		(599)
Total stockholders' equity	3,545		3,297
Total liabilities and equity	$	7,686	$	7,218


KEYSIGHT TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(In millions)
(Unaudited)
PRELIMINARY

	Six months ended
	April 30,
	2021		2020

Cash flows from operating activities:
Net income	$	358	$	234
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	57		50
Amortization	115		109
Share-based compensation	64		54
Deferred tax expense (benefit)	(18)		27
Excess and obsolete inventory-related charges	14		12
Loss on settlement of pension plan	16		—
Gain on insurance proceeds received for damage to property, plant and equipment	—		(32)
Other non-cash expense (income), net	7		(10)
Changes in assets and liabilities:
Accounts receivable	(61)		178
Inventory	(23)		(63)
Accounts payable	18		(67)
Employee compensation and benefits	51		(36)
Deferred revenue	89		51
Income taxes payable	7		1
Retirement and post-retirement benefits	4		(6)
Other assets and liabilities	(1)		(7)
Net cash provided by operating activities(a)	697		495

Cash flows from investing activities:
Investments in property, plant and equipment	(61)		(55)
Acquisition of businesses and intangible assets, net of cash acquired	(136)		(5)
Insurance proceeds received for damage to property, plant and equipment	—		32
Net cash used in investing activities	(197)		(28)

Cash flows from financing activities:
Proceeds from issuance of common stock under employee stock plans	29		26
Payment of taxes related to net share settlement of equity awards	(51)		(50)
Treasury stock repurchases	(240)		(196)
Payment of acquisition-related contingent consideration	(2)		—
Net cash used in financing activities	(264)		(220)

Effect of exchange rate movements	6		(4)

Net increase in cash, cash equivalents and restricted cash	242		243
Cash, cash equivalents and restricted cash at beginning of period	1,767		1,600
Cash, cash equivalents and restricted cash at end of period	$	2,009	$	1,843


KEYSIGHT TECHNOLOGIES, INC.
SEGMENT RESULTS INFORMATION
(In millions, except where noted)
(Unaudited)
PRELIMINARY



Communications Solutions Group							YoY
	Q2'21			Q2'20			% Chg
Revenue	$	877		$	653		34%
Gross margin, %	64.7		%	63.1		%
Income from operations	$	222		$	114
Operating margin, %	25		%	18		%


Electronic Industrial Solutions Group							YoY
	Q2'21			Q2'20			% Chg
Revenue	$	344		$	242		42%
Gross margin, %	64.0		%	62.0		%
Income from operations	$	98		$	59
Operating margin, %	28		%	24		%


KEYSIGHT TECHNOLOGIES, INC.
NON-GAAP NET INCOME AND DILUTED EPS RECONCILIATION
(In millions, except per share data)
(Unaudited)
PRELIMINARY

	Three months ended								Six months ended
	April 30,								April 30,
	2021				2020				2021				2020
	Net Income		Diluted EPS		Net Income		Diluted EPS		Net Income		Diluted EPS		Net Income		Diluted EPS

GAAP Net income	$	186	$	0.99	$	71	$	0.37	$	358	$	1.91	$	234	$	1.23
Non-GAAP adjustments:
Amortization of acquisition-related balances	56		0.30		54		0.28		114		0.61		113		0.59
Share-based compensation	22		0.11		15		0.08		65		0.35		54		0.29
Acquisition and integration costs	3		0.02		2		0.01		6		0.03		4		0.02
Northern California wildfire-related impacts	—		—		—		—		—		—		(32)		(0.17)
Restructuring and related costs	2		0.01		1		0.01		3		0.01		3		0.01
Others	16		0.09		(12)		(0.06)		22		0.12		(11)		(0.06)
Adjustment for taxes(a)	(15)		(0.08)		17		0.09		(28)		(0.15)		23		0.13
Non-GAAP Net income	$	270	$	1.44	$	148	$	0.78	$	540	$	2.88	$	388	$	2.04

Weighted average shares outstanding - diluted	187				189				188				190

Management uses both GAAP and non-GAAP financial measures to analyze and assess the overall performance of the business, to make operating decisions and to forecast and plan for future periods. We believe that our investors benefit from seeing our results “through the eyes of management” in addition to seeing our GAAP results. This information enhances investors’ understanding of the continuing performance of our business and facilitates comparison of performance to our historical and future periods.

These non-GAAP measures should be considered supplemental to and not a substitute for financial information prepared in accordance with GAAP. The discussion below presents information about each of the non-GAAP financial measures and the company’s reasons for including or excluding certain categories of income or expenses from our non-GAAP results. In future periods, we may exclude such items and may incur income and expenses similar to these excluded items. Accordingly, adjustments for these items and other similar items in our non-GAAP presentation should not be interpreted as implying that these items are non-recurring, infrequent or unusual.

Non-GAAP Revenue generally relates to an acquisition and includes recognition of acquired deferred revenue that was written down to fair value in purchase accounting. Management believes that excluding fair value purchase accounting adjustments more closely correlates with the ordinary and ongoing course of the acquired company’s operations and facilitates analysis of revenue growth and business trends. We may not have non-GAAP revenue in all periods.

Core Revenue is GAAP/non-GAAP revenue (as applicable) excluding the impact of foreign currency changes and revenue associated with material acquisitions or divestitures completed within the last twelve months. We exclude the impact of foreign currency changes as currency rates can fluctuate based on factors that are not within our control and can obscure revenue growth trends. As the nature, size and number of acquisitions can vary significantly from period to period and as compared to our peers, we exclude revenue associated with recently acquired businesses to facilitate comparisons of revenue growth and analysis of underlying business trends.

•Acquisition-related Items: We exclude the impact of certain items recorded in connection with business combinations from our non-GAAP financial measures that are either non-cash or not normal, recurring operating expenses due to their nature, variability of amounts and lack of predictability as to occurrence or timing. These amounts may include non-cash items such as the amortization of acquired intangible assets and amortization of items associated with fair value purchase accounting adjustments, including recognition of acquired deferred revenue (see Non-GAAP Revenue above). We also exclude other acquisition and integration costs associated with business acquisitions that are not normal recurring operating expenses, including amortization of amounts paid to redeem acquires’ unvested stock-based compensation awards, and legal, accounting and due diligence costs. We exclude these charges to facilitate a more meaningful evaluation of our current operating performance and comparisons to our past operating performance.

•Share-based Compensation Expense: We exclude share-based compensation expense from our non-GAAP financial measures because share-based compensation expense can vary significantly from period to period based on the company’s share price, as well as the timing, size and nature of equity awards granted. Management believes the exclusion of this expense facilitates the ability of investors to compare the company’s operating results with those of other companies, many of which also exclude share-based compensation expense in determining their non-GAAP financial measures.

•Northern California wildfire-related impacts and Other Items: We exclude certain other significant income or expense items that may occur occasionally and are not normal, recurring, cash operating, from our non-GAAP financial measures. Such items are evaluated on an individual basis based on both quantitative and qualitative factors and generally represent items that we would not anticipate occurring as part of our normal business on a regular basis. While not all-inclusive, examples of certain other significant items excluded from non-GAAP financial measures would include net unrealized gains on equity investments still held, and significant non recurring events like realized gains or losses associated with our employee benefit plans, costs and recoveries related to unusual disaster like Northern California wildfires, gain on sale of assets and small divestitures, etc.

•Restructuring and Related Costs: We exclude incremental expenses associated with restructuring initiatives, usually aimed at material changes in the business or cost structure. Such costs may include employee separation costs, asset impairments, facility-related costs, contract termination fees, and costs to move operations from one location to another. These activities can vary significantly from period to period based on the timing, size and nature of restructuring plans; therefore, we do not consider such costs to be normal, recurring operating expenses. We believe that these costs do not reflect expected future operating expenses and do not contribute to a meaningful evaluation of the company’s current operating performance or comparisons to our operating performance in other periods.

•Estimated Tax Rate: We utilize a consistent methodology for long-term projected non-GAAP tax rate. When projecting this long-term rate, we exclude any tax benefits or expenses that are not directly related to ongoing operations and which are either isolated or cannot be expected to occur again with any regularity or predictability. Additionally, we evaluate our current long-term projections, current tax structure and other factors, such as existing tax positions in various jurisdictions and key tax holidays in major jurisdictions where Keysight operates. This tax rate could change in the future for a variety of reasons, including but not limited to significant changes in geographic earnings mix including acquisition activity, or fundamental tax law changes in major jurisdictions where Keysight operates. The above reasons also limit our ability to reasonably estimate the future GAAP tax rate and provide a reconciliation of the expected non-GAAP earnings per share for the third fiscal quarter of 2021 to the GAAP equivalent.

Management recognizes these items can have a material impact on our cash flows and/or our net income. Our GAAP financial statements, including our Condensed Consolidated Statement of Cash Flows, portray those effects. Although we believe it is useful for investors to see core performance free of special items, investors should understand that the excluded costs are actual expenses that may impact the cash available to us for other uses. To gain a complete picture of all effects on the company’s profit and loss from any and all events, management does (and investors should) rely upon the Condensed Consolidated Statement of Operations prepared in accordance with GAAP. The non-GAAP measures focus instead upon the core business of the company, which is only a subset, albeit a critical one, of the company’s performance.


KEYSIGHT TECHNOLOGIES, INC.
RECONCILIATION OF CORE REVENUE
(In millions)
(Unaudited)
PRELIMINARY

	Year-over-year compare
	Q2'21		Q2'20		Percent Inc/(Dec)
Revenue	$	1,221	$	895	36%
Adjustments:
Revenue from acquisitions or divestitures	(11)		—
Currency impacts	(16)		—
Core Revenue	$	1,194	$	895	33%


KEYSIGHT TECHNOLOGIES, INC.
FREE CASH FLOW
(In millions)
(Unaudited)
PRELIMINARY

	Three months ended				Six months ended
	April 30,				April 30,
	2021		2020		2021		2020
Net cash provided by operating activities	$	402	$	298	$	697	$	495
Less: Investments in property, plant and equipment	(33)		(23)		(61)		(55)
Free cash flow	$	369	$	275	$	636	$	440