What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2020-12-17 compared with 2019-12-18 · 49 added, 57 removed, 156 unchanged (40% of the section changed)

7 unchanged sentences

Based on the results of this evaluation, our management concluded that our internal control over financial reporting was effective as of October 31, 2020.

The effectiveness of our internal control over financial reporting as of October 31, 2019 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears in Item 8 of this Annual Report on Form 10-K.

The effectiveness of our internal control over financial reporting as of October 31, 2020 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report that appears in Item 8 of this Annual Report on Form 10-K.

Changes in Internal Control Over Financial Reporting

Effective November 1, 2018, we adopted Accounting Standards Update ("ASU") 2014-09, Revenue From Contracts With Customers.

Although the new revenue standard is expected to have an immaterial impact on our ongoing net income, we did implement changes to our processes and control activities related to revenue recognition, including changes to our information systems.

These included the development of new policies based on the five-step model provided in the new revenue standard, new training, ongoing contract review requirements, and gathering of information provided for disclosures.

There were no other changes in our internal control over financial reporting during the year ended October 31, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

There were no changes in our internal control over financial reporting during the fourth quarter of fiscal 2020 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other Information

Directors, Executive Officers and Corporate Governance

Information regarding our directors will appear under “Proposal No.

1 - Election of Directors” in our Proxy Statement for the Annual Meeting of Stockholders (“Proxy Statement”).

That portion of the Proxy Statement is incorporated by reference into this report.

Information regarding our executive officers appears in Item 1 of this report under “Executive Officers of the Registrant.” Information regarding our Audit and Finance Committee and our Audit and Finance Committee's financial expert appears under “Audit and Finance Committee Report” and “Board Structure and Compensation” in our Proxy Statement.

That portion of the Proxy Statement is incorporated by reference into this report.

The information required under Item 10 regarding our directors will appear under “Proposal No.

1 - Election of Directors” in our Proxy Statement.

The information regarding our executive officers required under Item 10 will appear in Item 1 of this Annual Report on Form 10-K under “Executive Officers of the Registrant.” The information required under Item 10 regarding our Audit and Finance Committee and our Audit and Finance Committee's financial expert will appear under “Committees of the Board of Directors-Audit and Finance Committee” and “Audit and Finance Committee Report” in our Proxy Statement.

Those portions of the Proxy Statement are incorporated by reference into this Annual Report on Form 10-K.

There were no material changes to the procedures by which security holders may recommend nominees to our board of directors.

Information regarding our code of ethics (the company's Standards of Business Conduct) applicable to our principal executive officer, our principal financial officer, our controller and other senior financial officers appears in Item 1 of this report under “Investor Information.” We will post amendments to or waivers from a provision of the Standards of Business Conduct with respect to those persons on our website at www.investor.keysight.com.

In order for a stockholder proposal to be considered for inclusion in Keysight’s proxy statement for the 2020 annual meeting of stockholders, the written proposal must be received by Keysight no later than December 21, 2019 and should contain such information as is required under Keysight’s Bylaws.

Such proposals will need to comply with the SEC’s regulations regarding the inclusion of stockholder proposals in Keysight sponsored proxy materials.

The information required under Item 10 regarding our code of ethics applicable to our principal executive officer, our principal financial officer, our controller and other senior financial officers is contained in our SBC and appears in Item 1 of this report under “Investor Information.” We will post amendments to or waivers from a provision of the SBC with respect to those persons on our website at www.investor.keysight.com.

Compliance with Section 16(a) of the Exchange Act

Information about compliance with Section 16(a) of the Exchange Act appears under “Delinquent Section 16(a) Reports” in the Proxy Statement.

That portion of the Proxy Statement is incorporated by reference into this report.

With regard to the information required under Item 10 relating to compliance with Section 16(a) of the Exchange Act, we will provide disclosure of delinquent Section 16(a) reports, if any, in Keysight’s Proxy Statement under “Delinquent Section 16(a) Reports,” and such disclosure, if any, is incorporated herein by reference.

Executive Compensation

Information about compensation of our named executive officers appears under “Executive Compensation,” “Compensation Committee Interlocks and Insider Participation” in the Proxy Statement.

Information about compensation of our directors appears under “Director Compensation” and “Compensation Committee Report” and “Stock Ownership Guidelines” in the Proxy Statement.

Those portions of the Proxy Statement are incorporated by reference into this report.

The information relating to the compensation of our named executive officers and directors required under Item 11 will appear under “Executive Compensation” and “Compensation of Non-Employee Directors” in the Proxy Statement.

The Compensation Committee Report and the information about Compensation Committee interlocks and insider participation required under Item 11, will appear under “Compensation Committee Report” and “Compensation Committee Interlocks and Insider Participation,” respectively, in the Proxy Statement.

Those portions of the Proxy Statement are incorporated by reference into this Annual Report on Form 10-K.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information about security ownership of certain beneficial owners and management appears under "Common Stock Ownership of Certain Beneficial Owners and Management" in the Proxy Statement.

That portion of the Proxy Statement is incorporated by reference into this report.

The information about the security ownership of certain beneficial owners and management required under Item 12 will appear under "Common Stock Ownership of Certain Beneficial Owners and Management" in the Proxy Statement.

That portion of the Proxy Statement is incorporated by reference into this Annual Report on Form 10-K.

EQUITY COMPENSATION PLAN INFORMATION

3 unchanged sentences

Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights

Weighted-average Exercise Price of Outstanding Options, Warrants and Rights

Weighted-average Exercise Price of Outstanding Options, Warrants and Right

Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a))

2 unchanged sentences

The number of securities remaining available for future issuance in column (c) includes 19,863,757 shares of common stock authorized and available for issuance under the Keysight Technologies, Inc.

Employee Stock Purchase Plan ("423(b) Plan").

The number of shares authorized for issuance under the 423(b) Plan is subject to an automatic annual increase of the lesser of one percent of the outstanding common stock of Keysight or an amount determined by the Compensation Committee of our Board of Directors.

Under the terms of the 423(b) Plan, in no event shall the aggregate number of shares issued under the Plan exceed 75 million shares.

The number of securities remaining available for future issuance in column (c) is before the issuance of shares of common stock to participants in consideration of the aggregate participant contribution under 423(b) plan totaling $26 million as of October 31, 2019.

employee stock purchase plan under Section 423(b) of the Internal Revenue Code ("ESPP").

The number of shares authorized for issuance under the ESPP is subject to an automatic annual increase of the lesser of one percent of the outstanding common stock of Keysight or an amount determined by the Compensation Committee of our board of directors.

Under the terms of the ESPP, in no event shall the aggregate number of shares issued under the ESPP exceed 75 million shares.

The number of securities remaining available for future issuance in column (c) is before the issuance of shares of common stock to participants in consideration of the aggregate participant contribution under the ESPP totaling $27 million as of October 31, 2020.

We issue securities under our equity compensation plans in forms other than options, warrants or rights.

Those are issued under the 2014 Equity and Incentive Compensation Plan which was originally adopted by the Board on July 16, 2014, subsequently amended and restated by the Board on September 29, 2014 and January 22, 2015 and became effective as of November 1, 2014 (the “Effective Date”).

The Plan was further amended and restated by the Board on November 16, 2017.

The 2014 Plan provides for the grant of awards in the form of stock options, stock appreciation rights, restricted stock, restricted stock units, performance shares and performance units with performance-based conditions to vesting or exercisability, and cash awards.

The 2014 Plan has a term of ten years.

We issue securities under our equity compensation plans in forms which do not require a payment by the recipient to us at the time of exercise or vesting, including restricted stock, restricted stock units and performance units.

Those are issued under the 2014 Stock Plan, which was originally adopted by our board of directors on July 16, 2014, subsequently amended and restated by our board of directors on September 29, 2014 and January 22, 2015 and became effective as of November 1, 2014.

The 2014 Stock Plan was further amended and restated by our board of directors on November 16, 2017.

The 2014 Stock Plan provides for the grant of awards in the form of stock options, stock appreciation rights, restricted stock, restricted stock units ("RSUs"), performance shares and performance units with performance-based conditions to vesting or exercisability, and cash awards.

The 2014 Stock Plan has a term of ten years.

As of October 31, 2020, 6,682,313 shares were available for future awards under the 2014 Stock Plan.

We issue securities under our equity compensation plans in forms that do not require a payment by the recipient to us at the time of exercise or vesting, including restricted stock, RSUs and performance units.

Accordingly, the weighted-average exercise price in column (b) does not take these awards into account.

Certain Relationships and Related Transactions, and Director Independence

Information about certain relationships and related transactions appears under "Related Person Transaction Policy and Procedures" in the Proxy Statement.

Information about director independence appears under the heading "Board Structure and Compensation — Director Independence" in the Proxy Statement.

Each of those portions of the Proxy Statement is incorporated by reference into this report.

The information about certain relationships and related transactions required under Item 13 will appear under “Related Person Transactions Policy and Procedures” in the Proxy Statement.

Information about director independence required under Item 13 will

appear under the heading "Director Independence” in the Proxy Statement.

Each of those portions of the Proxy Statement is incorporated by reference into this Annual Report on Form 10-K.

Principal Accounting Fees and Services

Information about principal accountant fees and services as well as related pre-approval policies appears under "Fees Paid to PricewaterhouseCoopers" and "Policy on Audit and Finance Committee Preapproval of Audit and Permissible Non-Audit Services of Independent Registered Auditors" in the Proxy Statement.

Those portions of the Proxy Statement are incorporated by reference into this report.

The information about principal accountant fees and services and related pre-approval policies appears required under Item 14 will appear under "Fees Paid to PricewaterhouseCoopers LLP" and "Audit and Finance Committee Preapproval Policy" in the Proxy Statement.

Those portions of the Proxy Statement are incorporated by reference into this Annual Report on Form 10-K.

Exhibits and Financial Statement Schedules

The following documents are filed as part of this report:

The following documents are filed as part of this Annual Report on Form 10-K:

Financial Statements.

See Index to Consolidated Financial Statements under Item 8 of this report.

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

Financial Statement Schedule.

10 unchanged sentences

* 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.

As disclosed in the deferred tax assets and liabilities table in Note 6, "Income taxes," we have increased the 2019 net operating loss deferred tax asset balance by $167 million.

There is an offsetting increase in the 2019 valuation allowance, which is reflected in the table above.

This change is the result of the correction of an error that has no impact on the balance sheet or statement of operations.

Accordingly, we have concluded that this 2019 error is not material.

** 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.

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):

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

12 unchanged sentences

Bank National Association, as Trustee

Description of Keysight Technologies, Inc.

Registered Securities

Services Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc.

14 unchanged sentences

Form of Keysight Technologies, Inc.

Global Stock Award Agreement (with deferral alternative)*

Form of Keysight Technologies, Inc.

Global Performance Award Agreement*

36 unchanged sentences

2014 Equity and Incentive Compensation Plan (As Amended and Restated on November 16, 2017)*

Revised Item 1 (Business) of the Annual Report for the year ended October 31, 2018

Revised Item 7 (Management’s Discussion and Analysis of Financial Condition and Results of Operations) of the Annual Report for the year ended October 31, 2018

Revised Item 8 (Financial Statements and Supplementary Data) of the Annual Report for the year ended October 31, 2018

Consent of Independent Registered Public Accounting Firm

See Note 7, “Net Income Per Share,” to our Consolidated Financial Statements.

Subsidiaries of Keysight Technologies, Inc.

6 unchanged sentences

Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002.

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.

XBRL Schema Document

XBRL Calculation Linkbase Document

XBRL Labels Linkbase Document

XBRL Presentation Linkbase Document

XBRL Definition Linkbase Document

Information Statement of Keysight Technologies, Inc., dated October 8, 2014.

Inline 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.

Inline XBRL Schema Document

Inline XBRL Calculation Linkbase Document

Inline XBRL Labels Linkbase Document

Inline XBRL Presentation Linkbase Document

Inline XBRL Definition Linkbase Document

Inline XBRL Cover Page Interactive Data File

Indicates management contract or compensatory plan, contract or arrangement.

2 unchanged sentences

Securities and Exchange Commission upon request.

Form 10-K Summary

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.

13 unchanged sentences

(Principal Executive Officer)

/s/ NEIL DOUGHERTY

Senior Vice President and Chief Financial Officer

December 17, 2020

Neil Dougherty

(Principal Financial Officer)

2 unchanged sentences

(Principal Accounting Officer)

Lead Independent Director

December 17, 2020

3 unchanged sentences

December 17, 2020

/s/ RICHARD HAMADA

/s/ RICHARD P.

December 17, 2020

Richard Hamada

/s/ PAUL LACOUTURE

December 17, 2020

Paul Lacouture

/s/ JOANNE B.

3 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures