8-K
Keysight Technologies, Inc. (KEYS)
UNITED STATES
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): May 19, 2021
KEYSIGHT TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-36334 | 46-4254555 |
|---|---|---|
| (State or other jurisdiction | (Commission | (IRS Employer |
| of incorporation) | File Number) | Identification No.) |
| 1400 Fountaingrove Parkway | 95403 | |
| --- | --- | --- |
| Santa Rosa | CA | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (800) 829-4444
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading symbol | Name on each exchange on which registered |
|---|---|---|
| Common Stock, par value $0.01 per share | KEYS | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
The information in this Item 2.02 of Form 8-K and Exhibit 99.1 attached hereto is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended.
On May 19, 2021, Keysight Technologies, Inc. (the “Company”) issued its press release announcing financial results for the second fiscal quarter ended April 30, 2021. A copy of this press release is attached hereto as Exhibit 99.1.
We provide non-GAAP financial information in order to provide meaningful supplemental information regarding our operational performance and to enhance our investors’ overall understanding of our core current financial performance and our prospects for the future. We believe that our investors benefit from seeing our results “through the eyes” of management in addition to the GAAP presentation. Management measures segment and enterprise performance using measures such as those that are disclosed in this release. This information is used to facilitate management’s internal comparisons to the Company’s historical operating results, comparisons to competitors’ operating results and guidance provided to investors. Non-GAAP information allows for greater transparency to supplemental information used by management in its financial and operations decision making. We believe that the inclusion of comparative numbers provides consistency in our financial reporting.
This information is not in accordance with, or an alternative for, generally accepted accounting principles in the United States. It excludes items, such as amortization of acquisition-related balances, share-based compensation, acquisition and integration costs, restructuring and related costs, and others, including any one-time adjustments that may have a material effect on the Company’s expenses and income from operations calculated in accordance with GAAP. Management monitors these items to ensure that expenses are in line with expectations and that our GAAP results are correctly stated but does not use them to measure the ongoing operating performance of the Company. The non-GAAP information we provide may be different from the non-GAAP information provided by other companies.
Additional explanation of non-GAAP information is provided in Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following is furnished as an exhibit to this report and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended:
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release announcing financial results for thesecondfiscal quarter endedApril30, 2021 |
| 101 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
| 104 | The cover page from this Current Report on Form 8-K, formatted as Inline XBRL. |
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.
| KEYSIGHT TECHNOLOGIES, INC. | ||
|---|---|---|
| By: | /s/ JoAnn Juskie | |
| Name: | JoAnn Juskie | |
| Title: | Vice President, Assistant General Counsel and Assistant Secretary | |
| Date: May 19, 2021 |
EXHIBIT INDEX
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release announcing financial results for the second fiscal quarter ended April 30, 2021 |
| 101 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
| 104 | The cover page from this Current Report on Form 8-K, formatted as Inline XBRL. |
4
Document
Exhibit 99.1
Keysight Technologies Reports Second Quarter 2021 Results
Achieved Record Orders, Revenue and Free Cash Flow
SANTA ROSA, Calif., May 19, 2021 - Keysight Technologies, Inc. (NYSE: KEYS) today reported financial results for the second fiscal quarter of 2021 ended April 30, 2021.
“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.”
Second Quarter Financial Summary
•Orders grew 22 percent to reach $1.33 billion, compared with $1.09 billion last year.
•Revenue grew 36 percent to reach $1.22 billion, compared with $895 million last year, or 33 percent on a core basis, which excludes the impact of foreign currency changes and revenue associated with businesses acquired or divested within the last twelve months.
•GAAP net income was $186 million, or $0.99 per share, compared with $71 million, or $0.37 per share, in the second quarter of 2020.
•Non-GAAP net income was $270 million, or $1.44 per share, compared with $148 million, or $0.78 per share in the second quarter of 2020.
•Cash flow from operations was $402 million, compared with $298 million last year. Free cash flow was $369 million, compared with $275 million in the second quarter of 2020.
Reporting Segments
•Communications Solutions Group (CSG)
CSG reported revenue of $877 million in the second quarter, up 34 percent over last year, driven by ongoing investments across the 5G lifecycle and strong demand in space, satellite, signal monitoring, and early 6G research applications.
•Electronic Industrial Solutions Group (EISG)
EISG reported revenue of $344 million in the second quarter, up 42 percent over last year, driven by strength in our semiconductor measurement, general electronics, and automotive and energy solutions, particularly in Asia Pacific.
Outlook
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.
Webcast
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.
Forward-Looking Statements
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.
In addition to the risks above, other risks that Keysight faces include those detailed in Keysight’s filings with the Securities and Exchange Commission on Keysight’s annual report on Form 10-K for the fiscal year ended October 31, 2020 and Keysight’s quarterly report on Form 10-Q for the period ended January 31, 2021.
Segment Data
Segment data reflects the results of our reportable segments under our management reporting system. Segment data are provided on page 6 of the attached tables.
Use of Non-GAAP Financial Measures
In addition to financial information prepared in accordance with U.S. GAAP (“GAAP”), this document also contains certain non-GAAP financial measures based on management’s view of performance, including:
•Core Revenue
•Non-GAAP Net Income
•Non-GAAP Net Income per share
•Free Cash Flow
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.
About Keysight Technologies
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.
#
Additional information about Keysight Technologies is available in the newsroom at www.keysight.com/go/news and on Facebook, LinkedIn, Twitter and YouTube.
EDITORIAL CONTACT:
Denise Idone
- 1 941-888-2388
denise.idone@keysight.com
INVESTOR CONTACT:
Jason Kary
+1 707-577-6916
jason.kary@keysight.com
Source: IR-KEYS
| 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 | |||||
| October 31, | |||||
| 2020 | |||||
| ASSETS | |||||
| Current assets: | |||||
| Cash and cash equivalents | 1,993 | $ | 1,756 | ||
| Accounts receivable, net | 606 | ||||
| Inventory | 757 | ||||
| Other current assets | 255 | ||||
| Total current assets | 3,374 | ||||
| Property, plant and equipment, net | 595 | ||||
| Operating lease right-of-use assets | 182 | ||||
| Goodwill | 1,537 | ||||
| Other intangible assets, net | 361 | ||||
| Long-term investments | 61 | ||||
| Long-term deferred tax assets | 740 | ||||
| Other assets | 368 | ||||
| Total assets | 7,686 | $ | 7,218 | ||
| LIABILITIES AND EQUITY | |||||
| Current liabilities: | |||||
| Accounts payable | 248 | $ | 224 | ||
| Employee compensation and benefits | 289 | ||||
| Deferred revenue | 391 | ||||
| Income and other taxes payable | 64 | ||||
| Operating lease liabilities | 43 | ||||
| Other accrued liabilities | 70 | ||||
| Total current liabilities | 1,081 | ||||
| Long-term debt | 1,789 | ||||
| Retirement and post-retirement benefits | 362 | ||||
| Long-term deferred revenue | 175 | ||||
| Long-term operating lease liabilities | 149 | ||||
| Other long-term liabilities | 365 | ||||
| Total liabilities | 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 | ||||
| Treasury stock at cost; 12.5 million shares at April 30, 2021 and | |||||
| 10.7 million shares at October 31, 2020 | (752) | ||||
| Additional paid-in-capital | 2,110 | ||||
| Retained earnings | 2,536 | ||||
| Accumulated other comprehensive loss | (599) | ||||
| Total stockholders' equity | 3,297 | ||||
| Total liabilities and equity | 7,686 | $ | 7,218 |
All values are in US Dollars.
| 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 |
(a) Cash payments included in operating activities:
| Interest payments | $ | 37 | $ | 38 | |
|---|---|---|---|---|---|
| Income tax paid, net | $ | 55 | $ | 47 | |
| 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% |
Please refer last page for details on the use of non-GAAP financial measures.
| 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 | % |
Segment revenue and income from operations are consistent with the respective non-GAAP financial measures as discussed on last page.
| 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 |
(a) For both the three and six months ended April 30, 2021 and 2020, management uses a non-GAAP effective tax rate of 12%.
Please refer last page for details on the use of non-GAAP financial measures.
| 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 |
Please refer last page for details on the use of non-GAAP financial measures.
KEYSIGHT TECHNOLOGIES, INC.
Non-GAAP Financial Measures
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.
Our non-GAAP financial measures may not be comparable to similarly titled measures used by other companies, including industry peer companies, limiting the usefulness of these measures for comparative purposes.
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.
Free cash flow includes net cash provided by operating activities adjusted for investments in property, plant & equipment.
Non-GAAP Income from Operations, Non-GAAP Net Income and Non-GAAP Diluted EPS may include the following types of adjustments:
•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.
9