Item 15. Exhibits and Financial Statement Schedules
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Item 15. Exhibits and Financial Statement Schedules
| (a) | The following documents are filed as part of this report: |
| 1. | Financial Statements. |
See Index to Combined and Consolidated Financial Statements under Item 8 of this report.
| 2. | Financial Statement Schedule. |
The following additional financial statement schedule should be considered in conjunction with our combined and consolidated financial statements. All other schedules have been omitted because the required information is either not applicable or not sufficiently material to require submission of the schedule.
SCHEDULE II
VALUATION AND QUALIFYING ACCOUNTS
| Description | Balance at Beginning of Period | Additions Charged to Expenses or Other Accounts* | Deductions Credited to Expenses or Other Accounts** | Balance at End of Period | ||||||||||||
| (in millions) | ||||||||||||||||
| 2016 | ||||||||||||||||
| Tax valuation allowance | $ | 46 | $ | 4 | $ | (12 | ) | $ | 38 | |||||||
| 2015 | ||||||||||||||||
| Tax valuation allowance | $ | 39 | $ | 43 | $ | (36 | ) | $ | 46 | |||||||
| 2014 | ||||||||||||||||
| Tax valuation allowance | $ | 41 | $ | 4 | $ | (6 | ) | $ | 39 |
- Additions include current year additions charged to expenses and current year build due to increases in net deferred tax assets, return to provision true-ups, other adjustments and Other Comprehensive Income ("OCI") impact to deferred taxes.
** Deductions include current year releases credited to expenses and current year reductions due to decreases in net deferred tax assets, return to provision true-ups, other adjustments and OCI impact to deferred taxes.
| 3. | Exhibits. |
Exhibits are incorporated herein by reference or are filed with this report as indicated below (numbered in accordance with Item 601 of Regulation S-K):
| Incorporation by Reference | |||||||||||
| Exhibit Number | Description | Form | Date | Exhibit Number | Filed Herewith | ||||||
| 2.1 | Separation and Distribution Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc.** | 10-12B/A | 8/13/2014 | 2.1 | |||||||
| 2.2 | Rule 2.7 Announcement, Recommended Cash Acquisition of Anite Plc by Keysight Technologies B.V. dated June 17, 2015 | 8-K | 6/17/2015 | 2.1 | |||||||
| 3.1 | Amended and Restated Certificate of Incorporation of Keysight Technologies, Inc. | 8-K | 11/3/2014 | 3.1 | |||||||
| 3.2 | Amended and Restated Bylaws of Keysight Technologies, Inc. | 8-K | 11/3/2014 | 3.2 | |||||||
| 4.1 | Indenture, dated as of October 15, 2014, between Keysight Technologies, Inc. and U.S. Bank National Association, as Trustee | 8-K | 10/17/2014 | 4.1 | |||||||
| 4.2 | First Supplemental Indenture, dated as of October 15, 2014, to the Indenture dated as of October 15, 2014, between Keysight Technologies, Inc. and U.S. Bank National Association, as Trustee | 8-K | 10/17/2014 | 4.2 | |||||||
| 4.3 | Guarantee, dated as of October 15, 2014, by Agilent Technologies, Inc. in favor of U.S. Bank National Association as Trustee for the Holders of Notes specified therein of Keysight Technologies, Inc. | 8-K | 10/17/2014 | 4.3 | |||||||
| 4.4 | Registration Rights Agreement, dated as of October 15, 2014, by and among Keysight Technologies, Inc., Agilent Technologies, Inc., and Citigroup Global Markets Inc., Goldman, Sachs & Co., and Merrill Lynch, Pierce, Fenner & Smith Incorporated as representatives of the Initial Purchasers | 8-K | 10/17/2014 | 4.4 | |||||||
| 10.1 | Services Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc. | 10-12B/A | 8/13/2014 | 10.1 | |||||||
| 10.2 | Tax Matters Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc. | 10-12B/A | 8/13/2014 | 10.2 | |||||||
| 10.3 | Employee Matters Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc. | 10-12B/A | 8/13/2014 | 10.3 | |||||||
| 10.4 | Intellectual Property Matters Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc. | 10-12B/A | 8/13/2014 | 10.4 | |||||||
| 10.5 | Trademark License Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc. | 10-12B/A | 8/13/2014 | 10.5 | |||||||
| 10.6 | Real Estate Matters Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc. | 10-12B/A | 8/13/2014 | 10.6 | |||||||
| 10.7 | Form of Indemnification Agreement | 10-12B/A | 7/18/2014 | 10.7 | |||||||
| 10.8 | Keysight Technologies, Inc. Employee Stock Purchase Plan* | 10-12B/A | 7/18/2014 | 10.8 | |||||||
| 10.9 | Keysight Technologies, Inc. 2014 Equity and Incentive Compensation Plan (As Amended and Restated on September 29, 2014)* | S-8 | 10/21/2014 | 4.3 |
| 10.10 | Form of Keysight Technologies, Inc. Global Stock Award Agreement (with deferral alternative)* | 8-K | 11/3/2014 | 10.2 | |||||||
| 10.11 | Form of Keysight Technologies, Inc. Global Performance Award Agreement* | 10-12B/A | 7/18/2014 | 10.11 | |||||||
| 10.12 | Form of Keysight Technologies, Inc. Global Stock Option Award Agreement* | 10-12B/A | 7/18/2014 | 10.12 | |||||||
| 10.13 | Form of Keysight Technologies, Inc. Non-Employee Director Stock Option Award Agreement* | 10-12B/A | 7/18/2014 | 10.13 | |||||||
| 10.14 | Form of Keysight Technologies, Inc. Non-Employee Director Stock Award Agreement* | 10-12B/A | 7/18/2014 | 10.14 | |||||||
| 10.15 | Form of Keysight Technologies, Inc. 2014 Deferred Compensation Plan* | 10-12B/A | 7/18/2014 | 10.15 | |||||||
| 10.16 | Form of Keysight Technologies, Inc. 2014 Frozen Deferred Compensation Plan* | 10-12B/A | 7/18/2014 | 10.16 | |||||||
| 10.17 | Form of Keysight Technologies, Inc. Excess Benefit Retirement Plan* | 10-12B/A | 7/18/2014 | 10.17 | |||||||
| 10.18 | Form of Keysight Technologies, Inc. Supplemental Benefit Retirement Plan* | 10-12B/A | 7/18/2014 | 10.18 | |||||||
| 10.19 | Agilent Technologies, Inc. France Pension Plan* | 10-12B/A | 8/13/2014 | 10.19 | |||||||
| 10.20 | Form of Change of Control Severance Agreement* | 8-K | 11/3/2014 | 10.1 | |||||||
| 10.21 | Credit Agreement, dated September 15, 2014, between Keysight Technologies, Inc., Agilent Technologies, Inc. and the Lenders Party Thereto* | 10-12B/A | 9/22/2014 | 10.21 | |||||||
| 10.22 | Form of Keysight Technologies, Inc. Deferral Election for Stock Award* | 8-K | 11/3/2014 | 10.3 | |||||||
| 10.23 | Keysight Technologies, Inc. Officer and Executive Severance Plan (Established Effective March18, 2015)* | 8-K | 3/24/2015 | 10.1 | |||||||
| 10.24 | Keysight Technologies, Inc. 2014 Equity and Incentive Compensation Plan (As Amended and Restated on January 22, 2015)* | 8-K | 3/24/2015 | 10.2 | |||||||
| 10.25 | Letter Agreement, dated July 21, 2015, by and among Keysight Technologies, Inc., the Lenders party thereto and Citibank, N.A., as Administrative Agent | 8-K | 7/21/2015 | 10.2 | |||||||
| 10.26 | Keysight Technologies, Inc. 2015 Performance-based Compensation Plan for covered employees (As Adopted on September 29, 2014)* | DEF 14A | 2/6/2014 | APPENDIX B | |||||||
| 10.27 | Keysight Technologies, Inc. 401(k) Plan (Effective as of August 1, 2014)* | 10-K | 12/21/2015 | 10.27 | |||||||
| 10.28 | Keysight Technologies, Inc. Deferred Profit-Sharing Plan (Effective as of August 1, 2014)* | 10-K | 12/21/2015 | 10.28 | |||||||
| 10.29 | Keysight Technologies, Inc. Retirement Plan (Effective as of August 1, 2014)* | 10-K | 12/21/2015 | 10.29 | |||||||
| 10.30 | First Amendment to the Keysight Technologies, Inc. 401(k) Plan (Effective as of August 1, 2015)* | 10-K | 12/21/2015 | 10.30 | |||||||
| 10.31 | First Amendment to the Keysight Technologies, Inc. Retirement Plan (Effective as of August 1, 2015)* | 10-K | 12/21/2015 | 10.31 | |||||||
| 10.32 | Form of Keysight Technologies, Inc. Global Stock Award Agreement as Amended on November 15, 2016* | X | |||||||||
| 11.1 | See Note 7, “Net Income Per Share,” to our Combined and Consolidated Financial Statements. | X | |||||||||
| 12.1 | Computation of ratio of earnings to fixed charges. | X | |||||||||
| 14.1 | See Investor Information in Item 1: Business of this Annual Report on Form 10-K. | X | |||||||||
| 21.1 | Subsidiaries of Keysight Technologies, Inc. | X |
| 23.1 | Consent of Independent Registered Public Accounting Firm. | X | |||||||||
| 24.1 | Powers of Attorney. Contained in the signature page of this Annual Report on Form 10-K. | X | |||||||||
| 31.1 | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002. | X | |||||||||
| 31.2 | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002. | X | |||||||||
| 32.1 | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002. | X | |||||||||
| 32.2 | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002. | X | |||||||||
| 101.INS | XBRL Instance Document | X | |||||||||
| 101.SCH | XBRL Schema Document | X | |||||||||
| 101.CAL | XBRL Calculation Linkbase Document | X | |||||||||
| 101.LAB | XBRL Labels Linkbase Document | X | |||||||||
| 101.PRE | XBRL Presentation Linkbase Document | X | |||||||||
| 101.DEF | XBRL Definition Linkbase Document | X | |||||||||
| 99.1 | Information Statement of Keysight Technologies, Inc., dated October 8, 2014. | 8-K | 11/3/2014 | 99.1 | |||||||
| 99.2 | Press release relating to the Offer to Anite Plc. | 8-K | 6/17/2015 | 2.1 |
| * | Indicates management contract or compensatory plan, contract or arrangement. |
| ** | Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Keysight will furnish supplemental copies of any such schedules or exhibits to the U.S. Securities and Exchange Commission upon request. |
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.
| KEYSIGHT TECHNOLOGIES, INC. | ||||
| BY | /s/ Stephen D. Williams | |||
| Stephen D. Williams | ||||
| Senior Vice President, General Counsel and Secretary |
Date: December 19, 2016
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Stephen D. Williams and Jeffrey Li, or any of them, his or her attorneys-in-fact, for such person in any and all capacities, to sign any amendments to this report and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that any of said attorneys-in-fact, or substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ RONALD S. NERSESIAN | Director, President and Chief Executive Officer | December 19, 2016 | ||
| Ronald S. Nersesian | (Principal Executive Officer) | |||
| /s/ NEIL DOUGHERTY | Senior Vice President and Chief Financial Officer | December 19, 2016 | ||
| Neil Dougherty | (Principal Financial Officer) | |||
| /s/ JOHN C. SKINNER | Vice President and Corporate Controller | December 19, 2016 | ||
| John C. Skinner | (Principal Accounting Officer) | |||
| /s/ PAUL N. CLARK | Chairman of the Board | December 19, 2016 | ||
| Paul N. Clark | ||||
| /s/ JAMES G. CULLEN | Director | December 19, 2016 | ||
| James G. Cullen | ||||
| /s/ CHARLES J. DOCKENDORFF | Director | December 19, 2016 | ||
| Charles J. Dockendorff | ||||
| /s/ JEAN M. HALLORAN | Director | December 19, 2016 | ||
| Jean M. Halloran | ||||
| /s/ RICHARD HAMADA | Director | December 19, 2016 | ||
| Richard Hamada | ||||
| /s/ ROBERT A. RANGO | Director | December 19, 2016 | ||
| Robert A. Rango | ||||
| /s/ MARK B. TEMPLETON | Director | December 19, 2016 | ||
| Mark B. Templeton |
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