Keysight Technologies, Inc. (KEYS)
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AGM 2021

Mar 18, 2021

Speaker 1

On the login screen to review additional instructions or call the shareholder contact center toll free at 1-eight seventy seven-three seventy three-six thousand three hundred and seventy four. With that, I will turn it over to Jeffrey Lee, General Counsel and Corporate Secretary. Sir, you may begin.

Speaker 2

Thank you. Good morning, everyone, and welcome to 2021 Annual Meeting of Stockholders. We're glad you can join us today. In order to keep our Board, executive, staff and stockholders safe, for the first time, this meeting will be conducted in a virtual only format due to the COVID-nineteen pandemic. We hope that our use of a virtual only meeting format will be a one time occurrence, and we look forward to returning to our in person annual meeting format as soon as it is safe to do so.

My name is Lee, and I am Senior Vice President, General Counsel and Secretary of Chief Financial Officer, and I will chair today's meeting. With me today is Ron Nersesian, our Chairman, President and Chief Executive Officer. There are two parts to today's meeting. First, I will cover the official annual meeting and then Ron will offer his thoughts on Keysight's business and opportunity. Today's meeting is being recorded and will be posted to our Investor Relations website after the meeting.

Your phones have been muted, but you may submit questions by using the question icon at the top right of your screen. Jason Perry, our Head of Investor Relations, will monitor the questions for us. We will address questions at 2:30. During the meeting, you may enter your questions through the messages section of the Annual Meeting website. When the polls are open for the proposals during the official meeting, we will review questions and answer those relevant to the proposals up for consideration.

After Ron's presentation, we will take general questions related to Keysight's business. Again, you may enter your question at any time by clicking the message icon at the top right of your screen and typing in your question. 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'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 the rules and procedures for today's meeting are posted on the virtual annual meeting website. Please review them. In order to conduct an orderly meeting and give all eligible stockholders and proxy holders 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.

1st, I would like to introduce the Keysight's Board of Directors who are joining us on the phone today. Paul Clark, the Lead Independent Director of the Board James Collins Charles Dockendorf, Richard Hamada, Paul Lachacher, Jean Halloran Nye, Joanne Olson and Robert Rangel. Keysight's Board of Directors has appointed Rene Del Real of Computershare Trust Company, NA to serve as our Inspector of Election for this year's meeting. Rene 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 19, 2021.

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 19, 2021. The list of stockholders of record as of the close of business on January 19 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 virtual annual meeting web site. The Inspector of Election has informed me that as of January 19, 2021, the record date set by the Board for determination of the eligibility to vote at today's meeting, there were 180 6,084,525 shares of common stock outstanding, each entitled to one vote. Renej, would you please report next on the shares represented at the meeting?

Speaker 3

My examination of a proxy on file shows that there are by proxy 165,084,895 shares of common stock, all which are represented by Mr. Nersesian and Mr. Lee. The shares present by proxy represent approximately 88% of the shares of common stock outstanding and entitled to both.

Speaker 2

Thank you, Renee. Please prepare and file a written report on the final count of shares and attendance at the meeting. I will file the report in 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 now open for voting. We have 4 proposals from the company that the stockholders have been asked to vote on. The first item is the election of directors. We've been asked to vote on the reelection of Ronald Nossessian, Charles Stockendorff and Robert Rango. The second item of business is to ratify the the Audit and Finance Committee's appointment of PricewaterhouseCoopers as the company's independent registered public accounting firm for the 2021

Speaker 1

fiscal year.

Speaker 2

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 question icon at the top right hand side of your screen to submit your questions for Sean. Jason, do we have any questions for Sean? We have no questions for Sean at this time.

Thank you, Jason. The 3rd item of business is an advisory vote to approve the compensation for Keysight's named executive officers for fiscal year 2020. The 4th item of business is an advisory vote on the frequency of stock holder votes regarding the compensation of Keysight's named executive officers. The options are every 1, 2 or 3 years. 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's presentation to ask more general questions about the business of the company. Again, if you have any questions about the proposals being voted on, please click the message icon and type your question into the window. Jason, do Jeff, we have no questions at this time. Thank you, Jason. I'll make a final call for proxies and ask Renee to report 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. Those cannot be counted after the polls have closed. The polls are now closed. Renee, may I have the preliminary results of the vote?

Speaker 3

For the election of directors, 134,000,000 57,066 shares or 89% of the shares present voted for the company's slate of directors. 163,684,555 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 2021. 135,694,495 shares or 90 percent of the shares present at the meeting voted in favor of the approval of the compensation of Keysight's main executive officers for fiscal year 2020 as described in the company's proxy statement. 147,703,000,000 1,583 shares or 99 percent of the shares present at the meeting voted for to have stockholders vote on the compensation of Keysight's named executive officers once every year.

Speaker 2

Thank you, Renee. Based on these preliminary results, I declare that each of the 3 nominees for director have been elected to serve a new 3 year term. Additionally, proposals 23 have each passed and stockholders will continue to cast an advisory vote on executive compensation each year. 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'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's presentation by clicking the message icon at top right of your screen. We will also leave time at the end to answer your questions.

And now, I turn it over to Ron.

Speaker 4

Good morning, everybody in the Americas and good afternoon and good evening for folks that are in Europe, the Middle East, Africa and the rest of Asia. As you know, 2020 was a quite different year and a very, very dynamic year given the global pandemic that we saw because of COVID and also the trade challenges between the United States and China. I'm very proud of how the Keysight employees exhibited the depth of our business model and produced exceptional results given these conditions. As we move on and before we go further, I'd like to just remind you of our safe harbor statement. Please feel free to read this to understand how we cannot accurately predict the future.

For an overview of Keysight, let me remind you Keysight exists in this world because we help our customers accelerate innovation when they are trying to connect and secure the world. We are a leader in wireless and wired technologies in all three segments that we play in commercial communications such as cell phone communications and others aerospace, defense and government and general electronic industrial markets. We are number 1 in all three segments, serving over 30,000 customers each year. Our business is in over 100 companies countries and our market cap, although it was approximately $5,000,000,000 when we launched the company in November of 2014, now exceeds $20,000,000,000 We are spread throughout the world, have many patents in our portfolio and we are producing solid profitability of 25% operating margin last year, which is approximately 9 points higher than when it was when we launched the company. So let's move on to talk about our overall strategy.

Our strategy is to transform ourselves from a hardware centric product company to a software centric solutions company. And in order to provide solutions, we need to continue to have world class hardware, but we also need world class software and services. As we take a look at what the engineers around the world do, they typically will probe or connect to an electronic circuit that they are developing, acquire measurements and know that measurements are not one where you would make one measurement a minute, where in some cases now our customers make up to 160 1,000,000,000 precision measurements a second. With our leading edge technology, software is increasingly important in order to analyze that information and report the results. Otherwise, it would take so much time, it would be invaluable.

Keysight has been on this trend with this strategy to provide more software centric solutions since we launched the company, and it has enabled our increase in growth, our increase in gross margin and our increase in the bottom line. So let's take a look at the specific results that we have delivered since we have launched the company. I'm showing it here on this slide in the last 5 years. Clearly in FY 2020 with a global pandemic where literally due to government restrictions, we were not allowed to ship our products and recognize revenue for some time right after March, we still managed to produce results almost as high as FY 2019 within 2%. But if we step back and we look at the long term trend, we had grown revenue 10% on a compound annual growth rate.

And despite the fact of some of the revenue challenges due to government restrictions due to COVID, which have now been lifted, we have done a really good job of increasing our gross margin by adding software content, more recurring revenue and differentiating our overall solutions even greater than the past, which gives us the ability to be rewarded through high gross margin and solid operating margin. You can see operating margin in the middle of the page. We set another record at 25.3% for the fiscal year, up over 700 basis points in the last 5 years. And free cash flow, we manage the company effectively during this COVID pandemic and produce record free cash flow of $899,000,000 or an equivalent of 29% compound annual growth rate during these last 5 years. Our EPS even climbed during this situation and we have generated 19% CAGR on our EPS growth.

An important point to note, you can see in the bottom of this slide is this would have been easy to do for the short term if you did not fund R and D. But we are highly committed to being leaders in this marketplace to investing continuously in our businesses and we invested over $700,000,000 in R and D, roughly double the amount of R and D investment that we had when we launched the company. And despite this expense, you can see how this has turned into revenue and EPS growth. So let's talk about where we go from here. We are focused on growth initiatives that are aligned to market trends that provide great opportunity.

Everybody is familiar with 5 gs and that has been a big buzzword the last couple of years. But I just want to point out that when we were part of Agilent in 2013, we decided once we decided to split, we decided to focus on 5 gs. So we're talking about roughly 7 plus years ago, we made a strong decision to focus in 5 gs. And we're doing the same with 6 gs now, even though commercialization is far away and it's in the research phase, We get involved with research institutions. We will be involved with standards bodies and with leading edge customers as that goes to be developed.

And that will make us a leader in 6 gs for another decade or so to come after the 5 gs continuous growth that we have seen. In automotive, there's a transformation to autonomous vehicles and electric vehicles. We continue to grow on that axis as well as network visibility as we look into the software layers of the network. And we're focused very much on quantum, which is quantum computing, which is leading class computational ability that is orders of magnitude faster than anything that exists today. We have made acquisitions in that area as well as other areas and it is proving to put us on the right foot for decades of growth to come.

Services and software have been important to us since the beginning of the launch of the company as that is part of our solution strategy. And our services business is up over 50% since we launched and our software business is up over 100%. And again, this investment that we have in R and D is a big enabler for everything the great Keysight employees do. So let's talk about our long term expectations. We had expectations that we unveiled in March of 2015 or excuse me, in 2015.

At Investor Day, we exceeded those, so we raised those again in 2018. We exceeded the 2018 Investor Day long term expectations, so we raised it again in 2020. And you could see a sustainable 4% to 6% compound annual growth rate, operating margin now moving into the upper 20 percent and EPS growth of double digits where we have exceeded that dramatically in the past. You may ask how we do this. We have a leadership model that enables that we have strong execution.

It's built all around customer success. It's not about employees. It's not about profitability. The heart is customer success. And by working with our customers, helping them accelerate their innovation to connect and secure the world, that enables us to provide great returns for our shareholders and great opportunities for our employees.

It starts with great market insight, working with customers and the leading folks in the industry, allocating our capital appropriately. But then something that's new to us from many years past, and that is determining to be first to market. That requires not only understanding the markets, but allocating enough capital and allocating that early enough even when it's not paying back to pay back in the future. Operational excellence make sure we do a good job at everything that we do and improve our bottom line results. And none of this is possible without employee growth.

And we go around this cycle continuously built on core values that really make sure it is a win win for customers, employees and shareholders. It's also worthwhile to note, we have a very strong commitment to CSR or Corporate Social Responsibility. We have set impact goals for the end 2020, and you can see our results outlined on the left side of this page. We have received numerous rewards, but we are far from done. We will continue to focus on CSR and accelerate our progress.

Also, a very important part of our values is inclusion and diversity. It is core to our culture. We are constantly looking to increase the number of women and underrepresented minorities, not only in the businesses, but on the Board of Directors. We've recently put together a dedicated team with a leader to head up this effort for the company on a continuous basis and work with every employee to make it happen. So in summary, Keysight has a very strong leadership team and employees really have been successfully executing to deliver on these commitments.

We're delivering on first to market solutions, which gives us top line growth and this differentiation also helps improve our margins. We're executing on this software centric solution strategy, which does a great job of selling our hardware, our software and our services. And also it's increasing our recurring revenue, which we continue to see climb every single year, which is a good part of our strategy. On top of that, we do this with a very consistent Keysight leadership model that is based on values and a systematic process to lead and improve on a continuous basis. And last but not least, the growth opportunities that I've identified as well as other ones that we are looking at behind the scenes provides decades of opportunity for us in the future.

So with that, I'd like to thank you very much to hear this very brief summary. And we'd like to open it up for any questions that folks may have.

Speaker 2

Thanks, Ron. We will now take your general questions related to Ron's remarks or the Keysight business. Again, please enter your questions in the Annual Meeting website using the message icon at the top right of your screen. Thanks, Jason. I would like to thank everyone for attending today's annual meeting.

We appreciate your continued support for Keysight and look forward to seeing you in person next year. Thank you.

Speaker 1

Ladies and gentlemen, this concludes the 2021 Annual Meeting of Keysight Technologies Inc. You may now disconnect and have a pleasant

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