(Mark One) | ||
x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the fiscal year ended October 31, 2015 | ||
or | ||
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |
For the transition period from to |
Delaware | 46-4254555 | |
State or other jurisdiction of Incorporation or organization | I.R.S. Employer Identification No. |
Title of each class | Name of each exchange on which registered | |
Common Stock par value $0.01 per share | New York Stock Exchange, Inc. |
Large accelerated filer x | Accelerated filer ¨ | Non-accelerated filer ¨ | Smaller reporting company ¨ |
(a) | The following documents are filed as part of this report: |
3. | Exhibits. |
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 | |||||||
2.2 | Rule 2.7 Announcement, Recommended Cash Acquisition of Anite Plc by Keysight Technologies B.V. dated June 17, 2015 | 8-K | 6/17/2015 | 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 | First 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 Trustee | 8-K | 10/17/2014 | 4.2 | |||||||
4.3 | Guarantee, 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-K | 10/17/2014 | 4.3 | |||||||
4.4 | Registration 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 Purchasers | 8-K | 10/17/2014 | 4.4 | |||||||
10.1 | Services Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc. | 10-12B/A | 8/13/2014 | 10.1 |
10.2 | 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 | |||||||
10.3 | Employee Matters Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc. | 10-12B/A | 8/13/2014 | 10.3 | |||||||
10.4 | 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 | |||||||
10.5 | 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 | |||||||
10.6 | 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 | |||||||
10.7 | Form of Indemnification Agreement | 10-12B/A | 7/18/2014 | 10.7 | |||||||
10.8 | Keysight Technologies, Inc. Employee Stock Purchase Plan* | 10-12B/A | 7/18/2014 | 10.8 | |||||||
10.9 | Keysight Technologies, Inc. 2014 Equity and Incentive Compensation Plan (As Amended and Restated on September 29, 2014)* | S-8 | 10/21/2014 | 4.3 | |||||||
10.10 | Form of Keysight Technologies, Inc. Global Stock Award Agreement (with deferral alternative)* | 8-K | 11/3/2014 | 10.2 | |||||||
10.11 | Form of Keysight Technologies, Inc. Global Performance Award Agreement* | 10-12B/A | 7/18/2014 | 10.11 | |||||||
10.12 | Form of Keysight Technologies, Inc. Global Stock Option Award Agreement* | 10-12B/A | 7/18/2014 | 10.12 | |||||||
10.13 | Form of Keysight Technologies, Inc. Non-Employee Director Stock Option Award Agreement* | 10-12B/A | 7/18/2014 | 10.13 | |||||||
10.14 | Form of Keysight Technologies, Inc. Non-Employee Director Stock Award Agreement* | 10-12B/A | 7/18/2014 | 10.14 | |||||||
10.15 | Form of Keysight Technologies, Inc. 2014 Deferred Compensation Plan* | 10-12B/A | 7/18/2014 | 10.15 | |||||||
10.16 | Form of Keysight Technologies, Inc. 2014 Frozen Deferred Compensation Plan* | 10-12B/A | 7/18/2014 | 10.16 | |||||||
10.17 | Form of Keysight Technologies, Inc. Excess Benefit Retirement Plan* | 10-12B/A | 7/18/2014 | 10.17 | |||||||
10.18 | Form of Keysight Technologies, Inc. Supplemental Benefit Retirement Plan* | 10-12B/A | 7/18/2014 | 10.18 | |||||||
10.19 | Agilent Technologies, Inc. France Pension Plan* | 10-12B/A | 8/13/2014 | 10.19 | |||||||
10.20 | Form of Change of Control Severance Agreement* | 8-K | 11/3/2014 | 10.1 | |||||||
10.21 | Credit Agreement, dated September 15, 2014, between Keysight Technologies, Inc., Agilent Technologies, Inc. and the Lenders Party Thereto* | 10-12B/A | 9/22/2014 | 10.21 | |||||||
10.22 | Form of Keysight Technologies, Inc. Deferral Election for Stock Award* | 8-K | 11/3/2014 | 10.3 | |||||||
10.23 | Keysight Technologies, Inc. Officer and Executive Severance Plan (Established Effective March18, 2015)* | 8-K | 3/24/2015 | 10.1 | |||||||
10.24 | Keysight Technologies, Inc. 2014 Equity and Incentive Compensation Plan (As Amended and Restated on January 22, 2015)* | 8-K | 3/24/2015 | 10.2 | |||||||
10.25 | Letter Agreement, dated July 21, 2015, by and among Keysight Technologies, Inc., the Lenders party thereto and Citibank, N.A., as Administrative Agent | 8-K | 7/21/2015 | 10.2 |
10.26 | Keysight Technologies, Inc. 2015 Performance-based Compensation Plan for covered employees (As Adopted on September 29, 2014)* | DEF 14A | 2/6/2014 | APPENDIX B | |||||||
10.27 | Keysight Technologies, Inc. 401(k) Plan (Effective as of August 1, 2014)* | 10-K | 12/21/2015 | 10.27 | |||||||
10.28 | Keysight Technologies, Inc. Deferred Profit-Sharing Plan (Effective as of August 1, 2014)* | 10-K | 12/21/2015 | 10.28 | |||||||
10.29 | Keysight Technologies, Inc. Retirement Plan (Effective as of August 1, 2014)* | 10-K | 12/21/2015 | 10.29 | |||||||
10.30 | First Amendment to the Keysight Technologies, Inc. 401(k) Plan (Effective as of August 1, 2015)* | 10-K | 12/21/2015 | 10.30 | |||||||
10.31 | First Amendment to the Keysight Technologies, Inc. Retirement Plan (Effective as of August 1, 2015)* | 10-K | 12/21/2015 | 10.31 | |||||||
11.1 | See Note 7, “Net Income Per Share,” to our Combined and Consolidated Financial Statements. | 10-K | 12/21/2015 | 11.1 | |||||||
12.1 | Computation of ratio of earnings to fixed charges. | 10-K | 12/21/2015 | 12.1 | |||||||
14.1 | See Investor Information in Item 1: Business of this Annual Report on Form 10-K. | 10-K | 12/21/2015 | 14.1 | |||||||
21.1 | Subsidiaries of Keysight Technologies, Inc. | 10-K | 12/21/2015 | 21.1 | |||||||
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. | 10-K | 12/21/2015 | ||||||||
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 | |||||||||
32.1 | Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002. | 10-K | 12/21/2015 | 32.1 | |||||||
32.2 | Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002. | 10-K | 12/21/2015 | 32.2 | |||||||
99.1 | Information Statement of Keysight Technologies, Inc., dated October 8, 2014. | 8-K | 11/3/2014 | 99.1 | |||||||
99.2 | Press release relating to the Offer to Anite Plc. | 8-K | 6/17/2015 | 2.1 |
* | 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. |
KEYSIGHT TECHNOLOGIES, INC. | ||||
BY | /s/ Stephen D. Williams | |||
Stephen D. Williams | ||||
Senior Vice President, General Counsel and Secretary |
Signature | Title | Date | ||
/s/ RONALD S. NERSESIAN | Director, President and Chief Executive Officer | May 4, 2016 | ||
Ronald S. Nersesian | (Principal Executive Officer) | |||
/s/ NEIL DOUGHERTY | Senior Vice President and Chief Financial Officer | May 4, 2016 | ||
Neil Dougherty | (Principal Financial Officer) | |||
/s/ JOHN C. SKINNER | Vice President and Corporate Controller | May 4, 2016 | ||
John C. Skinner | (Principal Accounting Officer) | |||
* | Chairman of the Board | May 4, 2016 | ||
Paul N. Clark | ||||
* | Director | May 4, 2016 | ||
James G. Cullen | ||||
* | Director | May 4, 2016 | ||
Charles J. Dockendorff | ||||
* | Director | May 4, 2016 | ||
Jean M. Halloran | ||||
* | Director | May 4, 2016 | ||
Richard Hamada | ||||
* | Director | May 4, 2016 | ||
Robert A. Rango | ||||
* | Director | May 4, 2016 | ||
Mark B. Templeton |
*By: | /s/ Stephen D. Williams | May 4, 2016 | |
Stephen D. Williams, as Attorney-in-Fact |
1. | I have reviewed this Form 10-K/A of Keysight Technologies, Inc. ("the Registrant"); |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; |
4. | The Registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and |
5. | The Registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting. |
Date: | May 4, 2016 | /s/ Ronald S. Nersesian | |
Ronald S. Nersesian | |||
President and Chief Executive Officer |
1. | I have reviewed this Form 10-K/A of Keysight Technologies, Inc. ("the Registrant"); |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report; |
4. | The Registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and |
5. | The Registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting. |
Date: | May 4, 2016 | /s/ Neil Dougherty | |
Neil Dougherty | |||
Senior Vice President and Chief Financial Officer |