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Item 9A. Controls and Procedures

2021-12-17 compared with 2020-12-17 · 76 added, 59 removed, 146 unchanged (48% of the section changed)

22 unchanged sentences

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.

The Compensation and Human Capital Committee Report and the information about Compensation and Human Capital Committee interlocks and insider participation required under Item 11, will appear under “Compensation and Human Capital Committee Report” and “Compensation and Human Capital 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.

5 unchanged sentences

All outstanding awards relate to our common stock.

Plan Category

Number of Securities to be Issued upon Exercise 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))

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

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

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

Equity compensation plans approved by security holders (1)(2)(3) 2,439,756 $ 29 25,081,079

Equity compensation plans not approved by security holders $ — —

Total 2,439,756 $ 29 25,081,079

(1) The number of securities remaining available for future issuance in column (c) includes 19,322,516 shares of common stock authorized and available for issuance under the Keysight Technologies, Inc.

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.

10 unchanged sentences

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.

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.

3 unchanged sentences

Exhibits and Financial Statement Schedules

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

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

Financial Statements.

4 unchanged sentences

VALUATION AND QUALIFYING ACCOUNTS

Additions Charged to

Other Accounts*

Deductions Credited to Expenses or Other Accounts**

Description Balance at

of Period Additions Charged to

Other Accounts* Deductions Credited to Expenses or Other Accounts** Balance at

(in millions)

3 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.

1 unchanged sentence

Incorporation by Reference

Description Form Date Exhibit

2.1 Separation and Distribution Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc.

and Keysight Technologies, Inc.**

Agreement and Plan of Merger, dated January 30, 2017, by and between Keysight Technologies, Inc.

10-12B/A 8/13/2014 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.

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.

Bank National Association, as Trustee

8-K 10/17/2014 4.2

4.3 Second Supplemental Indenture, dated as of April 6, 2017, to the Indenture dated as of October 15, 2014, between Keysight Technologies, Inc.

Bank National Association, as Trustee.

8-K 4/6/2017 4.2

4.4 Third Supplemental Indenture, dated as of October 22, 2019, to the Indenture dated as of October 15, 2014 between Keysight Technologies, Inc.

Bank National Association, as Trustee

10/22/2019 4.2

4.5 Description of Keysight Technologies, Inc.

Registered Securities

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