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**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

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**FORM 10-K/A**

**Amendment No. 1**

 

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**(Mark One)**

x       **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

** **

**For the fiscal year ended: January 31, 2016**

**or**

 

o          **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**

 

**For the transition period from          to       **

 

**Commission File Number: 001****-****36610**

 

**KLX INC.**

(Exact name of registrant as specified in its charter)

 

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| **Delaware**   (State of incorporation   or organization) |   | **47-1639172**   (I.R.S. Employer Identification No.) |
|-----------------------------------------------------------|--------|-------------------------------------------------------|

 

**1300 Corporate Center Way,**

**Wellington, Florida**

(Address of principal executive offices)

 

**(561) 383-5100**

(Registrant’s telephone number, including area code) registered pursuant to Section 12(b) of the Act:

 

| **Title of Each Class**         |   | **Name of Each Exchange on Which Registered** |
|---------------------------------|--------|-----------------------------------------------|
| Common Stock, $0.01 Par   Value |   | The NASDAQ Global   Select Market             |

 

Securities registered pursuant to Section 12(g) of the Act: **None.**

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No o.

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x.

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes x No o.

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o.

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 
| Large   accelerated filer x |   | Accelerated filer o |   | Non-accelerated filer o   (do not check if a   smaller reporting company) |   | Smaller reporting company o |
|-----------------------------|--------|---------------------|--------|---------------------------------------------------------------------------|--------|-----------------------------|

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x.

 

As of July 31, 2015, the aggregate market value of the registrant’s voting stock held by non-affiliates was approximately $2,072 million. Shares of common stock held by executive officers and directors have been excluded since such persons may be deemed affiliates. This determination of affiliate status is not a determination for any other purpose. The number of shares of the registrant’s common stock, $0.01 par value, outstanding as of March 18, 2016 was 52,786,474 shares.

 

**DOCUMENTS INCORPORATED BY REFERENCE**

 

Certain sections of the registrant’s Proxy Statement to be filed with the Commission in connection with the 2016 Annual Meeting of Stockholders or Annual Report on Form 10-K/A, to be filed with the Securities and Exchange Commission within 120 days after the close of the registrant’s fiscal year, are incorporated by reference in Part III of this Form 10-K. With the exception of those sections that are specifically incorporated by reference in this Annual Report on Form 10-K, such Proxy Statement shall not be deemed filed as part of this Report or incorporated by reference herein.

 

 

 

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**TABLE OF CONTENTS**

 
| ** ** | ** **                                 | **Page** |
|------------|--------------------------------------------|----------|
|       | Explanatory Note                           | 3        |
|       |                                       |     |
|       | **PART IV**                           |     |
| ITEM 15.   | Exhibits and Financial Statement Schedules | 4        |
|       |                                       |     |
|       | Signatures                                 | 5        |

 

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** **

**EXPLANATORY NOTE**

 

KLX Inc. is filing this Amendment No. 1 (the “Amendment”) to its Annual Report on Form 10-K for the year ended January 31, 2016 filed with the Securities and Exchange Commission (the “SEC”) on March 24, 2016 (the “Original Form 10-K”). This Amendment is being filed solely to revise Exhibits 31.1 and 31.2 to include the introductory language of paragraph 4 and the language of paragraph 4(b) referring to internal control over financial reporting, which language was inadvertently omitted when originally filed. This Amendment consists solely of the preceding cover page, this explanatory note and each of the revised certifications filed as exhibits to the Amendment. No other changes have been made to the Original Form 10-K. This Amendment speaks as of the filing date of the Original Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the Original Form 10-K. Accordingly, this Amendment should be read in conjunction with the Original Form 10-K and our other filings with the SEC.

 

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**PART IV**

 

**ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES**

 

**(b)Exhibits**

 

We are filing the following documents as exhibits to this Form 10-K/A:

 
| **Exhibit No.** | ** ** | **Description**                            |
|----------------------|------------|--------------------------------------------|
| 31.1                 |       | Certification of Chief   Executive Officer |
| 31.2                 |       | Certification of Chief   Financial Officer |

 

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**SIGNATURES**

 

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
|   | **KLX   INC.** |
|--------|----------------|
|   |           |   |
|   | By:            | /s/ Amin J. Khoury |
|   |           | Amin J. Khoury |
|   |           | *Chairman   and Chief Executive Officer* |

 

Date: July 18, 2016

 

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