01—Abstract
Summary
Summary of the 10-K/A filed May 4, 2016. Cited figures are marked; the original filing is the authoritative source.
This document is Amendment No. 1 (Form 10-K/A) to Keysight Technologies, Inc.'s annual report for the fiscal year ended October 31, 2015.
It does not contain financial statements, MD&A, or operating results. Per its explanatory note, it includes only the exhibit being corrected along with new Section 302 certifications, and it states that unaffected parts of the original filing are not included. The original 10-K is referenced in the exhibit index as filed on December 21, 2015.
The May 4, 2016 date in the request does not appear in the document text provided, so it should be verified against EDGAR. The cover page provides the basic corporate profile. Keysight is a Delaware corporation headquartered in Santa Rosa, California, with common stock listed on the New York Stock Exchange.
It is a large accelerated filer and a well-known seasoned issuer. As of December 14, 2015, 170,850,543 shares were outstanding. The aggregate market value of non-affiliate common equity was approximately $4 billiona as of April 30, 2015.
The exhibit index shows the corporate history and capital structure: the August 1, 2014 separation from Agilent Technologies, a September 2014 credit agreement, October 2014 senior notes issued under an indenture with Agilent guarantee, and the June 2015 agreement to acquire Anite Plc. Investors who need operating performance, segment results, cash flow, or balance sheet data should consult the original 10-K filed December 21, 2015, not this amendment.
02—Key points
Key Highlights
- Form 10-K/A Amendment No. 1 for the fiscal year ended October 31, 2015 corrects only a single exhibit and adds new Section 302 certifications; it contains no financial statements or MD&A.
- Keysight had 170,850,543 shares of common stock outstanding as of December 14, 2015.
- Non-affiliate market value of common equity was approximately $4 billion as of April 30, 2015, based on the NYSE closing price.
- Keysight is a large accelerated filer and a well-known seasoned issuer, and it is listed on the New York Stock Exchange.
- The company was spun off from Agilent Technologies under a Separation and Distribution Agreement dated August 1, 2014, supported by services, tax, employee, IP, trademark, and real estate agreements.
- Financing included a September 15, 2014 credit agreement and October 15, 2014 notes issued under an indenture with U.S. Bank as trustee, guaranteed by Agilent.
- On June 17, 2015, Keysight announced a recommended cash acquisition of Anite Plc by a Keysight subsidiary.
03—One dollar
Follow one dollar
Of each $1.00 of revenue in FY2015, Keysight Technologies, Inc. kept $0.18.
- Revenue$2.86B100.0%
- Cost of revenue−$1.27B44.4%
- Gross profit$1.59B55.6%
- Operating costs−$1.16B40.5%
- Operating income$431.0M15.1%
- Interest, other & tax$82.0M2.9%
- Net income$513.0M18.0%
Where FY2015 revenue went
$2.86B- Cost of revenue: $1.27B, 44% of revenue
- SG&A: $787.0M, 28% of revenue
- Operating income: $431.0M, 15% of revenue
- R&D: $387.0M, 14% of revenue
Kept 15% as operating income
Full revenue history →04—Financials
Financial Highlights
Figures from 10-K/AFY2015filed May 4, 2016Financial Statements
FY2015 against FY2014
| Line item | FY2015FY2014 | Change |
|---|---|---|
| Revenue | $2.86B$2.93B | −2.6% |
| Cost of Revenue | $1.27B$1.31B | −3.4% |
| Gross Profit | $1.59B$1.62B | −2.0% |
| R&D Expenses | $387.00M$361.00M | +7.2% |
| SG&A Expenses | $787.00M$790.00M | −0.4% |
| Operating Expenses | $2.42B$2.46B | −1.6% |
| Operating Income | $431.00M$469.00M | −8.1% |
| Interest Expense | $46.00M$3.00M | +1433.3% |
| Net Income | $513.00M$392.00M | +30.9% |
| EPS (Basic) | $3.04$2.35 | +29.4% |
| EPS (Diluted) | $3.00$2.35 | +27.7% |
| Shares Outstanding (Basic) | 169.00M167.00M | +1.2% |
| Shares Outstanding (Diluted) | 171.00M167.00M | +2.4% |
05—Questions
Frequently Asked Questions
Does this 10-K/A contain Keysight's financial results for fiscal 2015?
No. The amendment states that it contains only the exhibit being corrected and new SOX Section 302 certifications. Financial statements and results of operations are in the original 10-K filed December 21, 2015, as referenced in the exhibit index.
Why was this amendment filed?
The explanatory note says it corrects an exhibit to the original filing. The specific exhibit and nature of the correction are not described in the text provided, so the exhibit itself should be reviewed on EDGAR.
How large is Keysight by public float and share count?
The non-affiliate market value of common equity was approximately $4 billion as of April 30, 2015. As of December 14, 2015, there were 170,850,543 common shares outstanding.
What major corporate transactions are referenced in the exhibit index?
The index references the August 1, 2014 separation from Agilent Technologies, the September 15, 2014 credit agreement, the October 15, 2014 senior notes and indenture, and the June 17, 2015 announced acquisition of Anite Plc. Investors should review the underlying agreements and the original 10-K for terms and financial impact.
06—Continue