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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 Annual Report on Form 10-K:

  1. Financial Statements.

See Index to Consolidated Financial Statements under Part II Item 8 of this Annual Report on Form 10-K.

  1. 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)
2024
Tax valuation allowance$218$2$(2)$218
2023
Tax valuation allowance$224$4$(10)$218
2022
Tax valuation allowance$231$—$(7)$224
  • Additions include current-year additions charged to expense 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 expense 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.

  1. Exhibits.

Exhibits are incorporated herein by reference or are filed with this Annual Report on Form 10-K 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
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
4.2Second Supplemental Indenture, dated as of April 6, 2017, to the Indenture dated as of October 15, 2014, between Keysight Technologies, Inc. and U.S. Bank National Association, as Trustee.8-K4/6/20174.2
4.3Third Supplemental Indenture, dated as of October 22, 2019, to the Indenture dated as of October 15, 2014 between Keysight Technologies, Inc. and U.S. Bank National Association, as Trustee8-K10/22/20194.2
4.4Description of Keysight Technologies, Inc. Registered Securities10-K12/15/20224.5
4.5Indenture, dated as of October 9, 2024, between Keysight Technologies, Inc. and U.S. Bank Trust Company, National Association, as Trustee8-K10/9/20244.1
4.6First Supplemental Indenture, dated as of October 9, 2024, between Keysight Technologies, Inc. and U.S. Bank Trust Company, National Association, as Trustee.8-K10/9/20244.2
10.1Tax Matters Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc.10-12B/A8/13/201410.2
10.2Intellectual Property Matters Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc.10-12B/A8/13/201410.4
10.3Trademark License Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc.10-12B/A8/13/201410.5
10.4Real Estate Matters Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc.10-12B/A8/13/201410.6
10.5Form of Indemnification Agreement10-12B/A7/18/201410.7
10.6Form of Keysight Technologies, Inc. Global Performance Award Agreement*10-12B/A7/18/201410.11
10.7Form of Keysight Technologies, Inc. 2014 Deferred Compensation Plan*10-12B/A7/18/201410.15
10.8Form of Keysight Technologies, Inc. 2014 Frozen Deferred Compensation Plan*10-12B/A7/18/201410.16
10.9Form of Keysight Technologies, Inc. Excess Benefit Retirement Plan*10-12B/A7/18/201410.17
10.10Form of Keysight Technologies, Inc. Supplemental Benefit Retirement Plan*10-12B/A7/18/201410.18
10.11Form of Change of Control Severance Agreement*8-K11/3/201410.1
10.12Form of Keysight Technologies, Inc. Deferral Election for Stock Award*8-K11/3/201410.3
10.13Keysight Technologies, Inc. 2015 Performance-based Compensation Plan for covered employees (As Adopted on September 29, 2014)*DEF 14A2/6/2015APPENDIX B
10.14Form of Keysight Technologies, Inc. Global Stock Award Agreement as Amended on November 15, 2016*10-K12/19/201610.32
10.15Amended and Restated Credit Agreement, dated July 30, 2021, between Keysight Technologies, Inc. and the Lenders Party Thereto*8-K8/4/202110.1
10.16Keysight Technologies, Inc. 2014 Equity and Incentive Compensation Plan (As Amended and Restated on November 16, 2017)*DEF 14A2/9/2018APPENDIX A
10.17Keysight Technologies, Inc. Deferred Compensation Plan for Non-Employee Directors*10-K12/17/202110.22
10.18Amendment Number 1 to the Keysight Technologies, Inc. Deferred Compensation Plan*10-K12/17/202110.23
10.19Amendment Number 1 to the Keysight Technologies, Inc. 2014 Deferred Compensation Plan*10-K12/17/202110.24
10.20Keysight Technologies, Inc. Officer and Executive Severance Plan (Amended and Restated Effective as of May 17, 2017).*10-K12/17/202110.25
10.21Keysight Technologies, Inc. 2014 Equity and Incentive Compensation Plan Global Stabilization Performance Award Agreement10-Q6/1/202210.1
10.22First amendment to Amended and Restated Credit Agreement, dated July 30, 2021, between Keysight Technologies, Inc. and the Lenders Party Thereto*10-Q3/3/202310.1
10.23Amendment to Amended and Restated Certificate of Incorporation of Keysight Technologies, Inc.10-Q5/31/20243.1
10.24Second Amended and Restated Bylaws of Keysight Technologies, Inc.10-Q5/31/20243.2
10.25Keysight Technologies, Inc. 2014 Equity and Incentive Compensation Plan (As Amended and Restated Effective on March 21, 2024)*10-Q5/31/202410.1
10.26Keysight Technologies, Inc. Employee Stock Purchase Plan (Amended and Restated Effective on March 21, 2024)*10-Q5/31/202410.2
10.27Form of Keysight Technologies, Inc. Global Stock Award Agreement*10-Q5/31/202410.3
10.28Keysight Technologies, Inc. Non-Employee Director Stock Award Agreement*10-Q8/29/202410.1
10.29Keysight Technologies, Inc. Global Stock Option Award Agreement*10-Q8/29/202410.2
10.30Keysight Technologies, Inc. Global Performance Award Agreement*10-Q8/29/202410.3
19.1Keysight Technologies, Inc. Insider Trading PolicyX
97Keysight Technologies, Inc. Compensation Recovery PolicyX
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
99.1Information Statement of Keysight Technologies, Inc., dated October 8, 2014.8-K11/3/201499.1
101.INSInline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.X
101.SCHInline XBRL Schema DocumentX
101.CALInline XBRL Calculation Linkbase DocumentX
101.LABInline XBRL Labels Linkbase DocumentX
101.PREInline XBRL Presentation Linkbase DocumentX
101.DEFInline XBRL Definition Linkbase DocumentX
104Inline XBRL Cover Page Interactive Data FileX
  • 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.

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