Item 9A. Controls and Procedures
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management has evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of October 31, 2024, pursuant to and as required by Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of October 31, 2024, the company's disclosure controls and procedures, as defined by Rule 13a-15(e) under the Exchange Act, were effective and designed to ensure that (i) information required to be disclosed in the company's reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and (ii) information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.
Management's Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the results of this evaluation, our management concluded that our internal control over financial reporting was effective as of October 31, 2024.
In accordance with guidance issued by the SEC, companies are permitted to exclude acquisitions from their assessment of internal control over financial reporting for a period not to exceed one year from the date of acquisition. The company completed the acquisition of ESI Group SA (“ESI Group”) during January 2024, Riscure Holding B.V. (“Riscure”) on February 21, 2024, and AnaPico AG (“AnaPico”) on June 12, 2024. Management excluded ESI Group, Riscure, and AnaPico from its assessment of the effectiveness of the company’s internal control over financial reporting as of October 31, 2024. ESI Group constituted approximately 1% of total assets and approximately 3% of total revenues, while Riscure and AnaPico each constituted less than 1% of total assets and total revenues for the year ended October 31, 2024.
The effectiveness of our internal control over financial reporting as of October 31, 2024 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
There were no changes in our internal control over financial reporting during the fourth quarter of 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
Rule 10b5-1 Trading plans
During the three months ended October 31, 2024, none of our officers or directors adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement.” as each term is defined in Item 408(c) of Regulation S-K.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
PART III
Item 10. Directors, Executive Officers and Corporate Governance
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
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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. The information required under Item 10 regarding our code of ethics applicable to our principal executive officer, our principal financial officer, our corporate 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
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.
Insider Trading Arrangements and Policies
We are committed to promoting high standards of ethical business conduct and compliance with applicable laws, rules and regulations. As part of this commitment, we have adopted an Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, employees, contractors and other personnel providing services to Keysight, as well as by Keysight itself, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and The Nasdaq Stock Market listing standards. Additionally, Keysight will not engage in trading in Keysight securities, except in compliance with applicable securities laws. The foregoing summary of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Insider Trading Policy attached hereto as Exhibit 19.1.
The additional information required by this item is included in our Proxy Statement related to the 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days after December 17, 2024 (the “Proxy Statement”) and is incorporated herein by reference.
Item 11. Executive Compensation
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 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.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
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.
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EQUITY COMPENSATION PLAN INFORMATION
The following table summarizes information about our equity compensation plans as of October 31, 2024. All outstanding awards relate to our common stock.
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))
(c)
Equity compensation plans approved by security holders (1)(2)(3)
2,130,073 $ 31 26,882,876
Equity compensation plans not approved by security holders — — —
Total 2,130,073 $ 31 26,882,876
(1) The Employee Stock Purchase Plan (“ESPP”) was adopted on July 16, 2014, and became effective on November 1, 2014. It was amended and restated effective March 21, 2024. The maximum number of shares of common stock that may be issued under the plan is 25 million. The number of securities remaining available for future issuance in column (c) includes 17,820,022 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 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 $30 million as of October 31, 2024.
(2) The 2014 Equity and Incentive Compensation Plan ("2014 Stock Plan") was adopted on July 16, 2014, and became effective on November 1, 2014. It was subsequently amended and restated by our board of directors on September 29, 2014, January 22, 2015, November 16, 2017 and November 16, 2023, with the most recent amendments taking effect on March 21, 2024, following stockholders approval. The maximum number of shares of common stock that may be issued under the plan is 27,955,000. 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. As of October 31, 2024, 9,062,854 shares were available for future awards under the 2014 Stock Plan.
(3) 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.
Item 13. Certain Relationships and Related Transactions, and Director Independence
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.
Item 14. Principal Accounting Fees and Services
The information about principal accountant fees and services and related pre-approval policies 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.
PART IV
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.
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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
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)
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.
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3. 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
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
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 Second 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-K 4/6/2017 4.2
4.3 Third 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 Trustee
8-K
10/22/2019 4.2
4.4 Description of Keysight Technologies, Inc. Registered Securities
10-K 12/15/2022 4.5
4.5 Indenture, dated as of October 9, 2024, between Keysight Technologies, Inc. and U.S. Bank Trust Company, National Association, as Trustee
8-K 10/9/2024 4.1
4.6 First Supplemental Indenture, dated as of October 9, 2024, between Keysight Technologies, Inc. and U.S. Bank Trust Company, National Association, as Trustee.
8-K 10/9/2024 4.2
10.1 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
10.2 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
10.3 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
10.4 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
10.5 Form of Indemnification Agreement
10-12B/A 7/18/2014 10.7
10.6 Form of Keysight Technologies, Inc. Global Performance Award Agreement*
10-12B/A 7/18/2014 10.11
10.7 Form of Keysight Technologies, Inc. 2014 Deferred Compensation Plan*
10-12B/A 7/18/2014 10.15
10.8 Form of Keysight Technologies, Inc. 2014 Frozen Deferred Compensation Plan*
10-12B/A 7/18/2014 10.16
10.9 Form of Keysight Technologies, Inc. Excess Benefit Retirement Plan*
10-12B/A 7/18/2014 10.17
10.10 Form of Keysight Technologies, Inc. Supplemental Benefit Retirement Plan*
10-12B/A 7/18/2014 10.18
10.11 Form of Change of Control Severance Agreement*
8-K 11/3/2014 10.1
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10.12 Form of Keysight Technologies, Inc. Deferral Election for Stock Award*
8-K 11/3/2014 10.3
10.13 Keysight Technologies, Inc. 2015 Performance-based Compensation Plan for covered employees (As Adopted on September 29, 2014)*
DEF 14A 2/6/2015 APPENDIX B
10.14 Form of Keysight Technologies, Inc. Global Stock Award Agreement as Amended on November 15, 2016*
10-K 12/19/2016 10.32
10.15 Amended and Restated Credit Agreement, dated July 30, 2021, between Keysight Technologies, Inc. and the Lenders Party Thereto*
8-K 8/4/2021 10.1
10.16 Keysight Technologies, Inc. 2014 Equity and Incentive Compensation Plan (As Amended and Restated on November 16, 2017)*
DEF 14A 2/9/2018 APPENDIX A
10.17 Keysight Technologies, Inc. Deferred Compensation Plan for Non-Employee Directors*
10-K 12/17/2021 10.22
10.18 Amendment Number 1 to the Keysight Technologies, Inc. Deferred Compensation Plan*
10-K 12/17/2021 10.23
10.19 Amendment Number 1 to the Keysight Technologies, Inc. 2014 Deferred Compensation Plan*
10-K 12/17/2021 10.24
10.20 Keysight Technologies, Inc. Officer and Executive Severance Plan (Amended and Restated Effective as of May 17, 2017).*
10-K 12/17/2021 10.25
10.21 Keysight Technologies, Inc. 2014 Equity and Incentive Compensation Plan Global Stabilization Performance Award Agreement
10-Q 6/1/2022 10.1
10.22 First amendment to Amended and Restated Credit Agreement, dated July 30, 2021, between Keysight Technologies, Inc. and the Lenders Party Thereto*
10-Q 3/3/2023 10.1
10.23 Amendment to Amended and Restated Certificate of Incorporation of Keysight Technologies, Inc.
10-Q 5/31/2024 3.1
10.24 Second Amended and Restated Bylaws of Keysight Technologies, Inc.
10-Q 5/31/2024 3.2
10.25 Keysight Technologies, Inc. 2014 Equity and Incentive Compensation Plan (As Amended and Restated Effective on March 21, 2024)*
10-Q 5/31/2024 10.1
10.26 Keysight Technologies, Inc. Employee Stock Purchase Plan (Amended and Restated Effective on March 21, 2024)*
10-Q 5/31/2024 10.2
10.27 Form of Keysight Technologies, Inc. Global Stock Award Agreement*
10-Q 5/31/2024 10.3
10.28 Keysight Technologies, Inc. Non-Employee Director Stock Award Agreement*
10-Q 8/29/2024 10.1
10.29 Keysight Technologies, Inc. Global Stock Option Award Agreement*
10-Q 8/29/2024 10.2
10.30 Keysight Technologies, Inc. Global Performance Award Agreement*
10-Q 8/29/2024 10.3
19.1 Keysight Technologies, Inc. Insider Trading Policy
X
97 Keysight Technologies, Inc. Compensation Recovery Policy
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
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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
99.1 Information Statement of Keysight Technologies, Inc., dated October 8, 2014.
8-K 11/3/2014 99.1
101.INS 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. X
101.SCH Inline XBRL Schema Document X
101.CAL Inline XBRL Calculation Linkbase Document X
101.LAB Inline XBRL Labels Linkbase Document X
101.PRE Inline XBRL Presentation Linkbase Document X
101.DEF Inline XBRL Definition Linkbase Document X
104 Inline XBRL Cover Page Interactive Data File X
* 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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Item 16. Form 10-K Summary
None.
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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
Executive Vice President and Chief Financial Officer
Date: December 17, 2024
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jeffrey K. Li and JoAnn Juskie, 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 Chairman of the Board December 17, 2024
Ronald S. Nersesian
/s/ SATISH C. DHANASEKARAN President and Chief Executive Officer December 17, 2024
Satish C. Dhanasekaran (Principal Executive Officer)
/s/ NEIL P. DOUGHERTY Executive Vice President and Chief Financial Officer December 17, 2024
Neil P. Dougherty (Principal Financial Officer)
/s/ LISA M. POOLE Vice President and Corporate Controller December 17, 2024
Lisa M. Poole (Principal Accounting Officer)
/s/ JAMES G. CULLEN Director December 17, 2024
James G. Cullen
/s/ CHARLES J. DOCKENDORFF Director December 17, 2024
Charles J. Dockendorff
/s/ RICHARD P. HAMADA Director December 17, 2024
Richard P. Hamada
/s/ MICHELLE J. HOLTHAUS Director December 17, 2024
Michelle J. Holthaus
/s/ PAUL A. LACOUTURE Director December 17, 2024
Paul A. Lacouture
/s/ JEAN M. NYE Director December 17, 2024
Jean M. Nye
/s/ JOANNE B. OLSEN Director December 17, 2024
Joanne B. Olsen
/s/ ROBERT A. RANGO Director December 17, 2024
Robert A. Rango
/s/ KEVIN A. STEPHENS Director December 17, 2024
Kevin A. Stephens
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