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 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 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

DescriptionBalance at Beginning of PeriodAdditions Charged to Expenses or Other Accounts*Deductions Credited to Expenses or Other Accounts**Balance at End of Period
(in millions)
2017
Tax valuation allowance$38$31$(6)$63
2016
Tax valuation allowance$46$4$(12)$38
2015
Tax valuation allowance$39$43$(36)$46
  • 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 NumberDescriptionFormDateExhibit NumberFiled Herewith
2.1Separation and Distribution Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc.**10-12B/A8/13/20142.1
2.2Rule 2.7 Announcement, Recommended Cash Acquisition of Anite Plc by Keysight Technologies B.V. dated June 17, 20158-K6/17/20152.1
3.1Amended and Restated Certificate of Incorporation of Keysight Technologies, Inc.8-K11/3/20143.1
3.2Amended and Restated Bylaws of Keysight Technologies, Inc.8-K11/3/20143.2
4.1Indenture, dated as of October 15, 2014, between Keysight Technologies, Inc. and U.S. Bank National Association, as Trustee8-K10/17/20144.1
4.2First 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 Trustee8-K10/17/20144.2
4.3Guarantee, 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-K10/17/20144.3
4.4Registration 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 Purchasers8-K10/17/20144.4
10.1Services Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc.10-12B/A8/13/201410.1
10.2Tax Matters Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc.10-12B/A8/13/201410.2
10.3Employee Matters Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc.10-12B/A8/13/201410.3
10.4Intellectual Property Matters Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc.10-12B/A8/13/201410.4
10.5Trademark License Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc.10-12B/A8/13/201410.5
10.6Real Estate Matters Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc.10-12B/A8/13/201410.6
10.7Form of Indemnification Agreement10-12B/A7/18/201410.7
10.8Keysight Technologies, Inc. Employee Stock Purchase Plan*10-12B/A7/18/201410.8
10.9Keysight Technologies, Inc. 2014 Equity and Incentive Compensation Plan (As Amended and Restated on September 29, 2014)*S-810/21/20144.3
10.10Form of Keysight Technologies, Inc. Global Stock Award Agreement (with deferral alternative)*8-K11/3/201410.2
10.11Form of Keysight Technologies, Inc. Global Performance Award Agreement*10-12B/A7/18/201410.11
10.12Form of Keysight Technologies, Inc. Global Stock Option Award Agreement*10-12B/A7/18/201410.12
10.13Form of Keysight Technologies, Inc. Non-Employee Director Stock Option Award Agreement*10-12B/A7/18/201410.13
10.14Form of Keysight Technologies, Inc. Non-Employee Director Stock Award Agreement*10-12B/A7/18/201410.14
10.15Form of Keysight Technologies, Inc. 2014 Deferred Compensation Plan*10-12B/A7/18/201410.15
10.16Form of Keysight Technologies, Inc. 2014 Frozen Deferred Compensation Plan*10-12B/A7/18/201410.16
10.17Form of Keysight Technologies, Inc. Excess Benefit Retirement Plan*10-12B/A7/18/201410.17
10.18Form of Keysight Technologies, Inc. Supplemental Benefit Retirement Plan*10-12B/A7/18/201410.18
10.19Agilent Technologies, Inc. France Pension Plan*10-12B/A8/13/201410.19
10.20Form of Change of Control Severance Agreement*8-K11/3/201410.1
10.21Credit Agreement, dated September 15, 2014, between Keysight Technologies, Inc., Agilent Technologies, Inc. and the Lenders Party Thereto*10-12B/A9/22/201410.21
10.22Form of Keysight Technologies, Inc. Deferral Election for Stock Award*8-K11/3/201410.3
10.23Keysight Technologies, Inc. Officer and Executive Severance Plan (Established Effective March18, 2015)*8-K3/24/201510.1
10.24Keysight Technologies, Inc. 2014 Equity and Incentive Compensation Plan (As Amended and Restated on January 22, 2015)*DEF 14A2/6/2015APPENDIX A
10.25Letter Agreement, dated July 21, 2015, by and among Keysight Technologies, Inc., the Lenders party thereto and Citibank, N.A., as Administrative Agent8-K7/21/201510.2
10.26Keysight Technologies, Inc. 2015 Performance-based Compensation Plan for covered employees (As Adopted on September 29, 2014)*DEF 14A2/6/2015APPENDIX B
10.27Keysight Technologies, Inc. 401(k) Plan (Effective as of August 1, 2014)*10-K12/21/201510.27
10.28Keysight Technologies, Inc. Deferred Profit-Sharing Plan (Effective as of August 1, 2014)*10-K12/21/201510.28
10.29Keysight Technologies, Inc. Retirement Plan (Effective as of August 1, 2014)*10-K12/21/201510.29
10.30First Amendment to the Keysight Technologies, Inc. 401(k) Plan (Effective as of August 1, 2015)*10-K12/21/201510.30
10.31First Amendment to the Keysight Technologies, Inc. Retirement Plan (Effective as of August 1, 2015)*10-K12/21/201510.31
10.32Form of Keysight Technologies, Inc. Global Stock Award Agreement as Amended on November 15, 2016*10-K12/19/201610.32
11.1See Note 6, “Net Income Per Share,” to our Consolidated Financial Statements.X
14.1See Investor Information in Item 1: Business of this Annual Report on Form 10-K.X
21.1Subsidiaries of Keysight Technologies, Inc.X
23.1Consent of Independent Registered Public Accounting Firm.X
24.1Powers of Attorney. Contained in the signature page of this Annual Report on Form 10-K.X
31.1Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002.X
31.2Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002.X
32.1Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002.X
32.2Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002.X
101.INSXBRL Instance DocumentX
101.SCHXBRL Schema DocumentX
101.CALXBRL Calculation Linkbase DocumentX
101.LABXBRL Labels Linkbase DocumentX
101.PREXBRL Presentation Linkbase DocumentX
101.DEFXBRL Definition Linkbase DocumentX
99.1Information Statement of Keysight Technologies, Inc., dated October 8, 2014.8-K11/3/201499.1
99.2Press release relating to the Offer to Anite Plc.8-K6/17/20152.1
*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/ Neil Dougherty
Neil Dougherty
Senior Vice President and Chief Financial Officer

Date: December 20, 2017

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.

SignatureTitleDate
/s/ RONALD S. NERSESIANDirector, President and Chief Executive OfficerDecember 20, 2017
Ronald S. Nersesian(Principal Executive Officer)
/s/ NEIL DOUGHERTYSenior Vice President and Chief Financial OfficerDecember 20, 2017
Neil Dougherty(Principal Financial Officer)
/s/ JOHN C. SKINNERVice President and Corporate ControllerDecember 20, 2017
John C. Skinner(Principal Accounting Officer)
/s/ PAUL N. CLARKChairman of the BoardDecember 20, 2017
Paul N. Clark
/s/ JAMES G. CULLENDirectorDecember 20, 2017
James G. Cullen
/s/ CHARLES J. DOCKENDORFFDirectorDecember 20, 2017
Charles J. Dockendorff
/s/ JEAN M. HALLORANDirectorDecember 20, 2017
Jean M. Halloran
/s/ RICHARD HAMADADirectorDecember 20, 2017
Richard Hamada
/s/ ROBERT A. RANGODirectorDecember 20, 2017
Robert A. Rango
/s/ MARK B. TEMPLETONDirectorDecember 20, 2017
Mark B. Templeton

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