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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

FOR THE QUARTERLY PERIOD ENDED JULY 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NUMBER: 001-36334

KEYSIGHT TECHNOLOGIES, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


Delaware		46-4254555
(State or other jurisdiction of		(IRS employer
incorporation or organization)		Identification no.)

1400 Fountaingrove Parkway
Santa Rosa	California	95403
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (800) 829-4444

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.01 per share	KEYS	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☒	Accelerated filer	☐

Non-accelerated filer	☐	Smaller reporting company	☐

Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of common stock outstanding at August 25, 2025 was 171,856,249.

Table of Contents

TABLE OF CONTENTS


			Page Number
Part I.	Financial Information		3
	Item 1.	Condensed Consolidated Financial Statements (Unaudited)	3
		Condensed Consolidated Statement of Operations	3
		Condensed Consolidated Statement of Comprehensive Income	4
		Condensed Consolidated Balance Sheet	5
		Condensed Consolidated Statement of Cash Flows	6
		Condensed Consolidated Statement of Equity	7
		Notes to Condensed Consolidated Financial Statements	8
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36
	Item 4.	Controls and Procedures	36
Part II.	Other Information		36
	Item 1.	Legal Proceedings	36
	Item 1A.	Risk Factors	37
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	51
	Item 5.	Other Information	51
	Item 6.	Exhibits	52
Signatures			53

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements (Unaudited)

KEYSIGHT TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(in millions, except per share data)

(Unaudited)


	Three Months Ended				Nine Months Ended
	July 31,				July 31,
	2025		2024		2025		2024
Revenue:
Products	$	1,023	$	900	$	2,994	$	2,761
Services and other	329		317		962		931
Total revenue	1,352		1,217		3,956		3,692
Costs and expenses:
Cost of products	409		360		1,170		1,069
Cost of services and other	109		102		318		292
Total costs	518		462		1,488		1,361
Research and development	250		226		749		686
Selling, general and administrative	354		329		1,075		1,052
Other operating expense (income), net	(4)		(5)		(15)		(10)
Total costs and expenses	1,118		1,012		3,297		3,089
Income from operations	234		205		659		603
Interest income	31		19		71		60
Interest expense	(28)		(21)		(68)		(61)
Other income (expense), net	4		10		98		15
Income before taxes	241		213		760		617
Provision (benefit) for income taxes	50		(176)		143		(70)
Net income	$	191	$	389	$	617	$	687

Net income per share:
Basic	$	1.11	$	2.23	$	3.58	$	3.94
Diluted	$	1.10	$	2.22	$	3.56	$	3.92

Weighted average shares used in computing net income per share:
Basic	172		174		172		174
Diluted	173		175		173		175

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

KEYSIGHT TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(in millions)

(Unaudited)


	Three Months Ended				Nine Months Ended
	July 31,				July 31,
	2025		2024		2025		2024
Net income	$	191	$	389	$	617	$	687
Other comprehensive income (loss):

Gain (loss) on derivative instruments, net of tax benefit (expense) of $1, zero, $2 and zero	6		—		4		1
Amounts reclassified into earnings related to derivative instruments, net of tax benefit of $1, zero, $2 and $1	(1)		(3)		(9)		(7)
Foreign currency translation, net of tax benefit (expense) of zero	(7)		32		72		27

Change in net actuarial loss and prior service cost associated with defined benefit plan, net of tax expense of zero, $1, zero and $3	—		3		2		8
Other comprehensive income (loss)	(2)		32		69		29
Total comprehensive income	$	189	$	421	$	686	$	716

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

KEYSIGHT TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEET

(in millions, except par value and share data)

(Unaudited)


	July 31, 2025		October 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	2,636	$	1,796

Accounts receivable, net	692		857
Inventory	1,021		1,022
Other current assets	1,255		582
Total current assets	5,604		4,257
Property, plant and equipment, net	766		774
Operating lease right-of-use assets	224		234
Goodwill	2,429		2,388
Other intangible assets, net	524		607
Long-term investments	157		110
Long-term deferred tax assets	392		378
Other assets	555		521
Total assets	$	10,651	$	9,269
LIABILITIES AND EQUITY
Current liabilities:


Accounts payable	$	342	$	313
Employee compensation and benefits	290		295
Deferred revenue	557		561
Income and other taxes payable	144		90
Operating lease liabilities	48		43
Other accrued liabilities	179		125
Total current liabilities	1,560		1,427

Long-term debt	2,533		1,790
Retirement and post-retirement benefits	84		81
Long-term deferred revenue	208		206
Long-term operating lease liabilities	183		197
Other long-term liabilities	413		463
Total liabilities	4,981		4,164
Commitments and contingencies (Note 13)

Stockholders’ equity:
Preferred stock; $0.01 par value; 100 million shares authorized; none issued and outstanding	—		—
Common stock; $0.01 par value; 1 billion shares authorized; 202 million and 201 million shares issued, respectively	2		2
Treasury stock, at cost; 30.2 million shares and 28.4 million shares, respectively	(3,698)		(3,422)
Additional paid-in-capital	2,819		2,664
Retained earnings	6,842		6,225
Accumulated other comprehensive loss	(295)		(364)
Total stockholders' equity	5,670		5,105


Total liabilities and equity	$	10,651	$	9,269

The accompanying notes are an integral part of these condensed consolidated financial statements.

Table of Contents

KEYSIGHT TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(in millions)

(Unaudited)


	Nine Months Ended
	July 31,
	2025		2024
Cash flows from operating activities:
Net income	$	617	$	687
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	97		94
Amortization	104		108
Share-based compensation	129		111
Deferred tax expense (benefit)	(58)		(21)
Excess and obsolete inventory-related charges	30		26
Unrealized loss (gain) on equity and other investments	(39)		(7)
Other non-cash expenses (income), net	5		2
Changes in assets and liabilities, net of effects of businesses acquired:
Accounts receivable	173		130
Inventory	(21)		(51)
Accounts payable	29		(4)
Employee compensation and benefits	(8)		(69)
Deferred revenue	(12)		(35)
Income taxes payable	42		(24)



Income taxes receivable	78		(161)
Other assets and liabilities	18		(93)
Net cash provided by operating activities	1,184		693
Cash flows from investing activities:
Investments in property, plant and equipment	(90)		(116)
Acquisitions of businesses and intangible assets, net of cash acquired	(3)		(673)


Other investing activities	(4)		8
Net cash used in investing activities	(97)		(781)
Cash flows from financing activities:
Proceeds from issuance of common stock under employee stock plans	63		65
Payment of taxes related to net share settlement of equity awards	(38)		(31)
Proceeds from issuance of long-term debt	748		—
Acquisition of non-controlling interests	—		(458)
Treasury stock repurchases, including excise tax payments	(278)		(289)
Debt issuance costs	(8)		(7)
Repayment of debt	—		(24)
Other financing activities	—		(9)
Net cash provided by (used in) financing activities	487		(753)
Effect of exchange rate movements	9		2
Net increase (decrease) in cash, cash equivalents, and restricted cash	1,583		(839)
Cash, cash equivalents, and restricted cash at beginning of period	1,814		2,488
Cash, cash equivalents, and restricted cash at end of period	$	3,397	$	1,649
Supplemental cash flow information:
Interest payments	$	39	$	38
Income tax paid, net	$	74	$	130
Investments in property, plant and equipment included in accounts payable	$	19	$	17

The accompanying notes are an integral part of these condensed consolidated financial statements.

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KEYSIGHT TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENT OF EQUITY

(in millions, except number of shares in thousands)

(Unaudited)


	Common Stock					Treasury Stock
	Number of Shares	Par Value		Additional Paid-in Capital		Number of Shares	Treasury Stock at Cost		Retained Earnings		Accumulated Other Comprehensive Loss		Non-controlling Interests (NCI)		Total Stockholders' Equity
Balance as of April 30, 2025	201,704	$	2	$	2,765	(29,914)	$	(3,648)	$	6,651	$	(293)	$	—	$	5,477
Net income	—	—		—		—	—		191		—		—		191
Other comprehensive income (loss), net of tax	—	—		—		—	—		—		(2)		—		(2)
Issuance of common stock	370	—		32		—	—		—		—		—		32
Taxes related to net share settlement of equity awards	—	—		(9)		—	—		—		—		—		(9)
Share-based compensation	—	—		31		—	—		—		—		—		31
Repurchase of common stock, including excise tax	—	—		—		(305)	(50)		—		—		—		(50)
Balance as of July 31, 2025	202,074	$	2	$	2,819	(30,219)	$	(3,698)	$	6,842	$	(295)	$	—	$	5,670

Balance as of October 31, 2024	201,008	$	2	$	2,664	(28,424)	$	(3,422)	$	6,225	$	(364)	$	—	$	5,105
Net income	—	—		—		—	—		617		—		—		617
Other comprehensive income (loss), net of tax	—	—		—		—	—		—		69		—		69
Issuance of common stock	1,066	—		63		—	—		—		—		—		63
Taxes related to net share settlement of equity awards	—	—		(38)		—	—		—		—		—		(38)
Share-based compensation	—	—		130		—	—		—		—		—		130
Repurchase of common stock, including excise tax	—	—		—		(1,795)	(276)		—		—		—		(276)
Balance as of July 31, 2025	202,074	$	2	$	2,819	(30,219)	$	(3,698)	$	6,842	$	(295)	$	—	$	5,670

Balance as of April 30, 2024	200,655	$	2	$	2,580	(26,376)	$	(3,119)	$	5,909	$	(469)	$	—	$	4,903
Net income	—	—		—		—	—		389		—		—		389
Other comprehensive income (loss), net of tax	—	—		—		—	—		—		32		—		32
Issuance of common stock	315	—		32		—	—		—		—		—		32
Taxes related to net share settlement of equity awards	—	—		(3)		—	—		—		—		—		(3)
Share-based compensation	—	—		28		—	—		—		—		—		28
Repurchase of common stock, including excise tax	—	—		—		(1,074)	(151)		—		—		—		(151)
Balance as of July 31, 2024	200,970	$	2	$	2,637	(27,450)	$	(3,270)	$	6,298	$	(437)	$	—	$	5,230

Balance as of October 31, 2023	199,771	$	2	$	2,487	(25,449)	$	(2,980)	$	5,611	$	(466)	$	—	$	4,654
Net income	—	—		—		—	—		687		—		4		691
Other comprehensive income (loss), net of tax	—	—		—		—	—		—		29		—		29
ESI Group acquisition	—	—		—		—	—		—		—		458		458
Issuance of common stock	1,199	—		65		—	—		—		—		—		65
Taxes related to net share settlement of equity awards	—	—		(31)		—	—		—		—		—		(31)
Share-based compensation	—	—		112		—	—		—		—		—		112
Repurchase of common stock, including excise tax	—	—		—		(2,001)	(290)		—		—		—		(290)
Acquisition of NCI	—	—		4		—	—		—		—		(462)		(458)
Balance as of July 31, 2024	200,970	$	2	$	2,637	(27,450)	$	(3,270)	$	6,298	$	(437)	$	—	$	5,230

The accompanying notes are an integral part of these condensed consolidated financial statements.

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KEYSIGHT TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. OVERVIEW AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Overview. Keysight Technologies, Inc. (“we,” “us,” “our,” “Keysight” or “the company”), incorporated in Delaware on December 6, 2013, is a global innovator in the computing, communications and electronics market, committed to advancing our customers’ business success by helping them solve critical challenges in the development and commercialization of their products and services. Our mission, “accelerating innovation to connect and secure the world,” speaks to the value we provide our customers in a world of ever-increasing technological complexity. We deliver this value through a broad range of design and test solutions that address the critical challenges our customers face in bringing their innovations to market on ever-shorter schedules.

Our fiscal year-end is October 31, and our fiscal quarters end on January 31, April 30 and July 31. Unless otherwise stated, these dates refer to our fiscal year and fiscal quarters.

Basis of Presentation. We have prepared the accompanying financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the U.S. (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. The accompanying financial statements and information should be read in conjunction with our Annual Report on Form 10-K.

In the opinion of management, the accompanying condensed consolidated financial statements contain all normal and recurring adjustments necessary to state fairly our financial position as of July 31, 2025 and October 31, 2024, results of operations for the three and nine months ended July 31, 2025 and 2024, and cash flows for the nine months ended July 31, 2025 and 2024.

Principles of consolidation. The condensed consolidated financial statements include the accounts of the company and our wholly- and majority-owned subsidiaries. All significant inter-company transactions have been eliminated. The condensed consolidated financial statements also reflect the impact of non-controlling interests. Non-controlling interests do not have a significant impact on the condensed consolidated results of operations; therefore, net income attributable to non-controlling interests for the nine months ended July 31, 2024 of $4 million is not presented separately and is included in “other income (expense), net” in the condensed consolidated statements of operations.

Use of Estimates. The preparation of condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in our condensed consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and various other assumptions believed to be reasonable. Although these estimates are based on management’s knowledge of current events and actions that may impact the company in the future, actual results may be different from the estimates.

Update to Significant Accounting Policies. There have been no material changes to our significant accounting policies as described in our Annual Report on Form 10-K for the fiscal year ended October 31, 2024.

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New Accounting Pronouncements.

Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. In November 2023, the Financial Accounting Standards Board (“FASB”) issued guidance that requires disclosure of significant segment expenses and other segment items used by the Chief Operating Decision Maker (“CODM”) on an annual and interim basis as well as provide in interim periods substantially all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. Additionally, the ASU requires the disclosure of the title and position of the CODM. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. This ASU will have no impact on our results of operations, cash flows or financial condition. We will apply the amendments in this ASU retrospectively to all prior period disclosures presented in the financial statements upon adoption.

ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. In December 2023, the FASB issued guidance that requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax related disclosures. This standard is effective for fiscal years beginning after December 15, 2024. We are currently evaluating the impact of adopting this ASU on our consolidated financial statements and disclosures.

ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. In November 2024, the FASB issued guidance that requires disclosure of additional expense information on an annual and interim basis, including inventory purchases, employee compensation, depreciation and intangible asset amortization included within each income statement expense caption. This standard is effective for fiscal years beginning after December 15, 2026. We are currently evaluating the impact of adopting this ASU on our consolidated financial statements and disclosures.

Other amendments to GAAP that do not require adoption until a future date are not expected to have a material impact on our condensed consolidated financial statements upon adoption.

2. ACQUISITIONS

On November 3, 2023, we acquired 50.6% of the share capital of ESI Group SA (“ESI Group”) for $477 million, net of cash acquired, using existing cash. During January 2024, we completed the acquisition of the remaining share capital of ESI Group for $458 million, using existing cash. The company entered into put/call agreements valued at $7 million for certain ESI Group equity awards, subject to a holding period that may extend beyond the explicit vesting period, for the right to receive a cash payment equal to the public tender offer consideration of 155 euros per share, which was fully paid as of the third quarter of fiscal year 2025.

The following represents pro forma operating results as if ESI Group had been included in the company's consolidated statements of operations as of the beginning of fiscal 2023:


	Three Months Ended		Nine Months Ended
	July 31, 2024		July 31, 2024
	(in millions, except per share amounts)
Net revenue	$	1,217	$	3,692
Net income	$	398	$	717
Net income per share - Basic	$	2.28	$	4.11
Net income per share - Diluted	$	2.27	$	4.09

The unaudited pro forma financial information for the three and nine months ended July 31, 2024 combines the historical results of Keysight and ESI Group for the three and nine months ended July 31, 2024, assuming that the companies were combined as of November 1, 2022 and includes business combination accounting effects from the acquisition including amortization charges from acquired intangible assets and tax-related effects. The pro forma information as presented above is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of fiscal 2023.

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3. REVENUE

Disaggregation of Revenue

We disaggregate our revenue from contracts with customers by geographic region, end market, and timing of revenue recognition, as we believe these categories best depict how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. Disaggregated revenue is presented for each of our reportable segments, the Communications Solutions Group (“CSG”) and the Electronics Industrial Solutions Group (“EISG”).


	Three Months Ended
	July 31,
	2025						2024
	CSG		EISG		Total		CSG		EISG		Total
	(in millions)
Region
Americas	$	466	$	100	$	566	$	402	$	98	$	500
Europe	120		97		217		125		96		221
Asia Pacific	354		215		569		320		176		496
Total revenue	$	940	$	412	$	1,352	$	847	$	370	$	1,217

End Market
Aerospace, Defense & Government	$	296	$	—	$	296	$	275	$	—	$	275
Commercial Communications	644		—		644		572		—		572
Electronic Industrial	—		412		412		—		370		370
Total revenue	$	940	$	412	$	1,352	$	847	$	370	$	1,217

Timing of Revenue Recognition
Revenue recognized at a point in time	$	746	$	341	$	1,087	$	660	$	298	$	958
Revenue recognized over time	194		71		265		187		72		259
Total revenue	$	940	$	412	$	1,352	$	847	$	370	$	1,217


	Nine Months Ended
	July 31,
	2025						2024
	CSG		EISG		Total		CSG		EISG		Total
	(in millions)
Region
Americas	$	1,322	$	305	$	1,627	$	1,216	$	290	$	1,506
Europe	385		314		699		384		320		704
Asia Pacific	1,029		601		1,630		926		556		1,482
Total revenue	$	2,736	$	1,220	$	3,956	$	2,526	$	1,166	$	3,692

End Market
Aerospace, Defense & Government	$	908	$	—	$	908	$	847	$	—	$	847
Commercial Communications	1,828		—		1,828		1,679		—		1,679
Electronic Industrial	—		1,220		1,220		—		1,166		1,166
Total revenue	$	2,736	$	1,220	$	3,956	$	2,526	$	1,166	$	3,692

Timing of Revenue Recognition
Revenue recognized at a point in time	$	2,176	$	1,013	$	3,189	$	1,972	$	951	$	2,923
Revenue recognized over time	560		207		767		554		215		769
Total revenue	$	2,736	$	1,220	$	3,956	$	2,526	$	1,166	$	3,692

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Contract Balances

Contract assets

Contract assets consist of unbilled receivables that are recorded when revenue is recognized in advance of scheduled billings to our customers. These amounts are primarily related to solutions and support arrangements when transfer of control has occurred, but we have not yet invoiced. The contract assets balance was $96 million and $88 million as of July 31, 2025 and October 31, 2024, respectively, and is included in “accounts receivables, net” and “other assets” in the condensed consolidated balance sheet.

Contract costs

We capitalize costs incurred to acquire contracts for which the associated revenue is expected to be recognized in future periods. We have determined that certain employee and third-party representative commission programs meet the requirements to be capitalized. These costs are initially deferred and typically amortized over the term of the customer contract, which corresponds to the period of benefit. Capitalized contract costs were $37 million and $35 million as of July 31, 2025 and October 31, 2024, respectively, and are included in “other current assets” and “other assets” in the condensed consolidated balance sheet. The amortization expense associated with these capitalized costs was $17 million and $46 million for the three and nine months ended July 31, 2025, respectively, and $13 million and $43 million for the corresponding periods last year.

Contract liabilities

Our contract liabilities consist of deferred revenue that arises when we receive consideration in advance of providing the goods or services promised in the contract. Contract liabilities are primarily generated from customer deposits received in advance of shipments for products or rendering of services and are recognized as revenue when products are shipped or services are provided to the customer. We classify deferred revenue as current or non-current based on the timing of when we expect to recognize revenue.

The following table provides a roll-forward of our contract liabilities, current and non-current:


	Nine Months Ended
	July 31, 2025
	(in millions)
Balance at October 31, 2024	$	767
Deferral of revenue billed in current period, net of recognition	434

Revenue recognized that was deferred as of the beginning of the period	(446)
Foreign currency translation impact	10
Balance at July 31, 2025	$	765

For the three and nine months ended July 31, 2025, revenue recognized that was included in the contract liability balance at October 31, 2024 was $103 million and $446 million, respectively. For the three and nine months ended July 31, 2024, revenue recognized that was included in the contract liability balance at October 31, 2023 was $105 million and $475 million, respectively.

Remaining Performance Obligations

Our expected remaining performance obligations, excluding contracts that have an original expected duration of one year or less, was approximately $529 million as of July 31, 2025, and represents the company’s obligation to deliver products and services and obtain customer acceptance on delivered products. As of July 31, 2025, we expect to fulfill 22 percent of these remaining performance obligations during the remainder of 2025, 43 percent during 2026, and 35 percent thereafter.

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4. SHARE-BASED COMPENSATION

Keysight accounts for share-based awards in accordance with the provisions of the authoritative accounting guidance, which requires the measurement and recognition of compensation expense for all share-based payment awards made to our employees and directors, including restricted stock units (“RSUs”), employee stock purchases made under our Employee Stock Purchase Plan (“ESPP”), and performance share awards granted to selected members of our senior management under the Long-Term Performance (“LTP”) Program, based on estimated fair values. The impact of share-based compensation expense on the condensed consolidated statement of operations was as follows:


	Three Months Ended				Nine Months Ended
	July 31,				July 31,
	2025		2024		2025		2024
	(in millions)
Cost of products and services	$	8	$	7	$	28	$	22
Research and development	9		8		34		30
Selling, general and administrative	15		17		69		66
Total share-based compensation expense	$	32	$	32	$	131	$	118

Share-based compensation capitalized within inventory was $2 million as of July 31, 2025 and 2024.

5. INCOME TAXES

The following table provides income tax details:


	Three Months Ended						Nine Months Ended
	July 31,						July 31,
	2025			2024			2025			2024
	(in millions, except percentages)
Income before taxes	$	241		$	213		$	760		$	617
Provision (benefit) for income taxes	$	50		$	(176)		$	143		$	(70)
Effective tax rate	20.8		%	(81.9		%)	18.8		%	(11.2		%)

The effective tax rate for the three and nine months ended July 31, 2025 was lower than the U.S. statutory federal income tax rate primarily due to a lower effective tax rate on foreign earnings, partially offset by U.S. taxes on those earnings and the impact of Pillar Two minimum taxes.

In July 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law in the U.S. The OBBBA includes numerous provisions that affect corporate taxation, including changes to bonus depreciation, the expensing of domestic research costs, and modifications to certain U.S. international tax rules. The company has analyzed the impacts of the OBBBA and reflected them in the current period. These impacts do not have a material effect on the tax rate for the three and nine months ended July 31, 2025. The majority of the tax law changes will take effect in future years.

The Organization for Economic Cooperation and Development (“OECD”) reached agreement among certain member countries to implement a global minimum tax framework, commonly referred to as Pillar Two, which established a minimum 15 percent income tax rate. Various countries have passed legislation to comply with the Pillar Two model rules. A subset of these rules became effective for Keysight in the current fiscal year. While we expect to meet transitional safe harbor requirements in most jurisdictions, there are a limited number of jurisdictions where we expect Pillar Two taxes to apply. The income tax provision for the three and nine months ended July 31, 2025 included the effects of Pillar Two taxes.

The income tax expense for the three and nine months ended July 31, 2025 was higher compared to the same periods last year primarily due to the inclusion of one-time discrete tax benefits from U.S. amended tax return filings in relation to the Global Intangible Low-Taxed Income (“GILTI”) tax regulations and the settlement of a Malaysia uncertain tax position in the three and nine months ended July 31, 2024. The income tax expense for the three and nine months ended July 31, 2025 included a net discrete expense of $1 million and $11 million, respectively. The income tax benefit for the three and nine months ended July 31, 2024 included a net discrete benefit of $179 million and $178 million, respectively. The discrete tax expense for the three and nine months ended July 31, 2025 was higher compared to the same periods last year primarily due to one-time discrete tax benefits from U.S. amended tax return filings in relation to the GILTI tax regulations and the settlement of a Malaysia uncertain tax position in the three and nine months ended July 31, 2024.

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Treasury exceeded its regulatory authority and the intangible asset amortization should be deductible. We amended our U.S. federal income tax returns for the open tax years to claim the deduction and filed a lawsuit seeking a tax refund. See Note 13, “Commitments and Contingencies,” for additional information. The Singapore intangible assets will continue to be amortized for GILTI tax purposes until 2033. If we are ultimately unsuccessful in defending our refund claim, we will be required to reverse the benefit previously recorded, which would most likely result in a material increase in the effective tax rate and our income tax liability.

Keysight benefits from tax incentives in several jurisdictions, most significantly in Singapore and Malaysia. The tax incentives provide lower rates of taxation on certain classes of income and require thresholds of investments and employment in those jurisdictions. The Malaysia tax incentive expires October 31, 2025. The Singapore tax incentive expires July 31, 2029. The impact of the tax incentives decreased income taxes by $49 million for the nine months ended July 31, 2025.

The open tax years for the U.S. federal income tax return and most state income tax returns are from November 1, 2019 through the current tax year. Keysight’s U.S. federal income tax returns for 2020, 2021 and 2022 are currently under audit by the Internal Revenue Service (“IRS”). For the majority of our non-U.S. entities, the open tax years are from November 1, 2019 through the current tax year.

At this time, management does not believe that the outcome of any future or currently ongoing examination will have a material impact on our consolidated financial statements. We believe that we have adequate provisions for any adjustments that may result from tax examinations. However, the outcome of tax examinations cannot be predicted with certainty. Given the numerous tax years and matters that remain subject to examination in various tax jurisdictions, the ultimate resolution of current and future tax examinations could be inconsistent with management’s current expectations. If that were to occur, it could have an impact on our effective tax rate in the period in which such examinations are resolved.

6. NET INCOME PER SHARE

The following table presents the calculation of basic and diluted net income per share:


	Three Months Ended				Nine Months Ended
	July 31,				July 31,
	2025		2024		2025		2024
	(in millions, except per-share amounts)
Net income	$	191	$	389	$	617	$	687
Basic weighted-average shares	172		174		172		174
Potential common shares	1		1		1		1
Diluted weighted-average shares	173		175		173		175
Net income per share - basic	$	1.11	$	2.23	$	3.58	$	3.94
Net income per share - diluted	$	1.10	$	2.22	$	3.56	$	3.92

Potentially dilutive shares whose effect would have been antidilutive are excluded from the computation of diluted net income per share. The number of shares excluded was not material for the three and nine months ended July 31, 2025 and 2024.

7. GOODWILL AND OTHER INTANGIBLE ASSETS

The goodwill balances as of July 31, 2025 and October 31, 2024 and the activity for the nine months ended July 31, 2025 for each of our reportable segments were as follows:


	CSG		EISG		Total
	(in millions)
Goodwill at October 31, 2024	$	1,240	$	1,148	$	2,388
Foreign currency translation impact	10		28		38
Goodwill arising from acquisitions	2		1		3
Goodwill at July 31, 2025	$	1,252	$	1,177	$	2,429

There were no impairments of goodwill for the three and nine months ended July 31, 2025 and 2024. As of July 31, 2025 and October 31, 2024, the accumulated impairment loss on goodwill was $709 million as recorded within the CSG reportable segment.

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Other intangible assets as of July 31, 2025 and October 31, 2024 consisted of the following:


	July 31, 2025						October 31, 2024
	Gross Carrying Amount		Accumulated Amortization		Net Book Value		Gross Carrying Amount		Accumulated Amortization		Net Book Value
	(in millions)
Developed technology	$	1,413	$	1,075	$	338	$	1,377	$	1,018	$	359
Backlog	37		30		7		37		25		12
Trademark/Tradename	38		38		—		38		36		2
Customer relationships	587		431		156		587		398		189

Total amortizable intangible assets	$	2,075	$	1,574	$	501	$	2,039	$	1,477	$	562
In-Process R&D	23		—		23		45		—		45
Total	$	2,098	$	1,574	$	524	$	2,084	$	1,477	$	607

During the nine months ended July 31, 2025, we recognized additions to goodwill of $3 million for acquisition activity. During the nine months ended July 31, 2025, we transferred $22 million from in-process R&D to developed technology as projects were successfully completed. During the nine months ended July 31, 2025, foreign exchange translation had a favorable impact of $14 million on other intangible assets. Amortization of other intangible assets was $33 million and $97 million, respectively, for the three and nine months ended July 31, 2025. Amortization of other intangible assets was $31 million and $106 million, respectively, for the three and nine months ended July 31, 2024.

Goodwill is assessed for impairment on a reporting unit basis at least annually in the fourth quarter of each year, or more frequently when events and circumstances occur indicating that the recorded goodwill may be impaired. The company has not identified any triggering events that indicate an impairment of goodwill for the nine months ended July 31, 2025.

Estimated intangible assets amortization expense for each of the five succeeding fiscal years is as follows:


	Amortization expense
	(in millions)
2025 (remainder)	$	32
2026	$	119
2027	$	107
2028	$	104
2029	$	96
2030	$	17
Thereafter	$	26

8. FAIR VALUE MEASUREMENTS

The authoritative guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, we consider the principal or most advantageous market and assumptions that market participants would use when pricing the asset or liability.

Fair Value Hierarchy

The guidance establishes a fair value hierarchy that prioritizes inputs used in valuation techniques into three levels. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. There are three levels of inputs that may be used to measure fair value:

Level 1 - applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 - applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly, for the asset or liability such as: quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in less active markets; or other inputs that can be derived principally from, or corroborated by, observable market data.

Level 3 - applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

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Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

Financial assets and liabilities measured at fair value on a recurring basis as of July 31, 2025 and October 31, 2024 were as follows:


	Fair Value Measurements at
	July 31, 2025										October 31, 2024
	Total		Level 1		Level 2		Level 3		Other		Total		Level 1		Level 2		Level 3		Other
	(in millions)
Assets:
Short-term

Money market funds	$	2,965	$	2,965	$	—	$	—	$	—	$	1,141	$	1,141	$	—	$	—	$	—
Derivative instruments (foreign exchange contracts)	12		—		12		—		—		38		—		38		—		—
Long-term

Equity investments	122		122		—		—		—		80		80		—		—		—
Investments - other	35		—		—		—		35		29		—		—		—		29
Total assets measured at fair value	$	3,134	$	3,087	$	12	$	—	$	35	$	1,288	$	1,221	$	38	$	—	$	29
Liabilities:
Short-term
Derivative instruments (foreign exchange contracts)	$	15	$	—	$	15	$	—	$	—	$	6	$	—	$	6	$	—	$	—
Long-term
Deferred compensation liability	38		—		38		—		—		34		—		34		—		—
Total liabilities measured at fair value	$	53	$	—	$	53	$	—	$	—	$	40	$	—	$	40	$	—	$	—

As of July 31, 2025, money market funds include net proceeds from the 2030 Senior Notes, restricted to support a planned acquisition. See Note 10, “ Debt,” for additional information.

Our investments in money market funds and equity investments with readily determinable fair values are measured at fair value using quoted market prices and, therefore, are classified within Level 1 of the fair value hierarchy. Equity and fixed income investments or convertible notes without readily determinable fair values that are either measured at cost, adjusted for observable changes in price or impairments, or accounted for under a measurement alternative are not categorized in the fair value hierarchy and are presented as “investments - other” in the table above. Our deferred compensation liability is classified as Level 2 because the inputs used in the calculations are observable, although the values are not directly based on quoted market prices. Our derivative financial instruments are classified within Level 2 as there is not an active market for each hedge contract, but the inputs used to calculate the value of the instruments are tied to active markets.

Equity investments, including securities that are earmarked to pay the deferred compensation liability, are reported at fair value, with gains or losses resulting from changes in fair value recognized in earnings within “other income (expense), net” in the condensed consolidated statement of operations. Certain derivative instruments are reported at fair value, with unrealized gains and losses, net of tax, included in “accumulated other comprehensive income (loss).”

There were no realized gains or losses from the sale of investments for the three and nine months ended July 31, 2025 and 2024, respectively. Net unrealized gain (loss) on our equity and other investments was as follows:


	Three Months Ended				Nine Months Ended
	July 31,				July 31,
	2025		2024		2025		2024
	(in millions)

Net unrealized gains (losses) on equity and other investments still held	$	19	$	3	$	42	$	13

9. DERIVATIVES

We are exposed to foreign currency exchange rate fluctuations and interest rate changes in the normal course of our business. As part of our risk management strategy, we use derivative instruments, primarily forward contracts, to hedge economic and/or accounting exposures resulting from changes in foreign currency exchange rates.

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Cash Flow Hedges

We enter into foreign exchange contracts to hedge our forecasted operational cash flow exposures resulting from changes in foreign currency exchange rates. These foreign exchange contracts, carried at fair value, have maturities based on a rolling period of up to twelve months. These derivative instruments are designated and qualify as cash flow hedges under the criteria prescribed in the authoritative guidance.

In 2020, we entered into forward-starting interest rate swaps with an aggregate notional amount of $600 million in connection with future interest payments on anticipated debt issuances through fiscal year 2024. In 2023, we terminated the interest rate swap agreements, resulting in a deferred gain of $107 million recognized in “accumulated other comprehensive income (loss)” that is being amortized to interest expense over the term of the $600 million in unsecured senior notes issued in October 2024 (“2034 Senior Notes”). The remaining gain to be amortized related to the interest rate swap agreements was $98 million as of July 31, 2025.

Non-designated Hedges

Additionally, we periodically enter into foreign exchange contracts to hedge monetary assets and liabilities that are denominated in currencies other than the functional currency of our subsidiaries.

In 2024, we entered into foreign exchange forward contracts with an aggregate notional amount of 1.2 billion pounds sterling to mitigate the currency exchange risk associated with a planned acquisition. These foreign exchange contracts did not qualify for hedge accounting treatment and were not designated as hedging instruments. During the nine months ended July 31, 2025, the settlement of these contracts provided $60 million in cash, which was classified as "cash flows from operating activities" in the condensed consolidated statement of cash flows. In April 2025, we entered into new foreign exchange contracts with the same aggregate notional amount. For the three and nine months ended July 31, 2025, the aggregate net result on all these foreign exchange contracts was a loss of $14 million and a gain of $33 million, respectively, recorded in “other income (expense), net” in the condensed consolidated statement of operations. As of July 31, 2025, the net unrealized loss on outstanding contracts was $4 million, recorded in “other accrued liabilities” in the condensed consolidated balance sheet.

In connection with the acquisition of ESI Group, we entered into foreign exchange forward contracts to mitigate the currency exchange risk associated with the payment of the purchase price in euros. The aggregate notional amount of the currencies hedged was 930 million euros as of October 31, 2023. These foreign exchange contracts did not qualify for hedge accounting treatment and were not designated as hedging instruments. For the nine months ended July 31, 2024, these foreign exchange forward contracts were settled using existing cash of $63 million, resulting in a loss of $18 million recorded in “other income (expense), net” in the condensed consolidated statement of operations.

The number of open foreign exchange forward contracts designated as “cash flow hedges” and “not designated as hedging instruments” was 192 and 84, respectively, as of July 31, 2025. The aggregated notional amounts by currency and designation as of July 31, 2025 were as follows:


	Derivatives in Cash Flow Hedging Relationships		Derivatives Not Designated as Hedging Instruments
	Forward Contracts		Forward Contracts
Currency	Buy/(Sell)		Buy/(Sell)
	(in millions)
Euro	$	6	$	141
Pounds Sterling	13		1,658
Singapore Dollar	31		(3)

Malaysian Ringgit	120		13
Japanese Yen	(144)		(64)
Other currencies	(34)		48
Total	$	(8)	$	1,793

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Derivative instruments are subject to master netting arrangements and are disclosed at their gross fair value in the condensed consolidated balance sheet. The gross fair values and balance sheet presentation of derivative instruments held as of July 31, 2025 and October 31, 2024 were as follows:


Fair Values of Derivative Instruments
Assets Derivatives					Liabilities Derivatives
	Fair Value					Fair Value
Balance Sheet Location	July 31, 2025		October 31, 2024		Balance Sheet Location	July 31, 2025		October 31, 2024
(in millions)
Derivatives designated as hedging instruments:
Cash flow hedges
Foreign exchange contracts
Other current assets	$	7	$	8	Other accrued liabilities	$	2	$	2



Derivatives not designated as hedging instruments:
Foreign exchange contracts
Other current assets	5		30		Other accrued liabilities	13		4
Total derivatives	$	12	$	38		$	15	$	6

The effect of derivative instruments for foreign exchange contracts designated as hedging instruments and not designated as hedging instruments in the condensed consolidated statement of operations was as follows:


	Three Months Ended				Nine Months Ended
	July 31,				July 31,
	2025		2024		2025		2024
	(in millions)
Derivatives designated as hedging instruments:
Cash flow hedges


Foreign exchange contracts:
Gain (loss) recognized in accumulated other comprehensive income (loss)	$	5	$	—	$	2	$	1
Gain (loss) reclassified from accumulated other comprehensive income (loss) into earnings:
Cost of products	$	(3)	$	3	$	1	$	9
Selling, general and administrative	$	2	$	—	$	2	$	(1)
Interest expense	$	3	$	—	$	8	$	—



Gain (loss) excluded from effectiveness testing recognized in earnings based on amortization approach:
Cost of products	$	1	$	—	$	3	$	3
Selling, general and administrative	$	(1)	$	(1)	$	(1)	$	(1)
Derivatives not designated as hedging instruments:
Gain (loss) recognized in:

Other income (expense), net	$	(12)	$	8	$	43	$	(12)

The estimated amount as of July 31, 2025 expected to be reclassified from accumulated other comprehensive income (loss) to earnings within the next twelve months is a net gain of $14 million.

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10. DEBT

The following table summarizes the components of our debt:


	July 31, 2025		October 31, 2024
	(in millions)
2027 Senior Notes at 4.60% ($700 face amount less unamortized costs of $1 and $2)	$	699	$	698
2029 Senior Notes at 3.00% ($500 face amount less unamortized costs of $2 and $2)	498		498
2030 Senior Notes at 5.35% ($750 face amount less unamortized costs of $8)	742		—
2034 Senior Notes at 4.95% ($600 face amount less unamortized costs of $6 and $6)	594		594
Total debt	$	2,533	$	1,790

Senior Notes

2030 Senior Notes

In April 2025, the company issued an aggregate principal amount of $750 million in unsecured senior notes (“2030 Senior Notes”). The 2030 Senior Notes were issued at 99.760 percent of their principal amount. The notes will mature on July 30, 2030 and bear interest at a fixed rate of 5.35 percent per annum. The interest is payable semi-annually on January 30 and July 30, commencing on January 30, 2026. We incurred issuance costs of $7 million in connection with the 2030 Senior Notes that, along with the debt discount, are being amortized to interest expense over the term of the senior notes.

There have been no changes to the principal, maturity, interest rates and interest payment terms of our other senior notes during the nine months ended July 31, 2025 as compared to the senior notes described in our Annual Report on Form 10-K for the fiscal year ended October 31, 2024.

The fair value of our debt, calculated from quoted prices that are Level 1 inputs under the accounting guidance fair value hierarchy, is approximately $2,532 million and $1,739 million as of July 31, 2025 and October 31, 2024, respectively.

Revolving Credit Facility

On July 30, 2021, we entered into an amended and restated credit agreement (the “Revolving Credit Facility”), which provides a $750 million five-year unsecured revolving credit facility that expires on July 30, 2026. Borrowings under the facility bear an annual interest rate of SOFR + 1.1 percent including a facility fee of 0.1 percent per annum. In addition, the Revolving Credit Facility permits the company, subject to certain customary conditions, on one or more occasions to request to increase the total commitments under the Revolving Credit Facility by up to $250 million in the aggregate. We may use amounts borrowed under the Revolving Credit Facility for general corporate purposes. As of July 31, 2025 and October 31, 2024, we had no borrowings outstanding under the Revolving Credit Facility. We were in compliance with the covenants of the Revolving Credit Facility during the nine months ended July 31, 2025.

Bridge Facility

On March 28, 2024, we entered into a bridge credit agreement (the “Bridge Facility”) pursuant to which certain lenders agreed to provide a senior unsecured bridge credit facility of up to 1,350 million pounds sterling for the purpose of providing the financing to support a planned acquisition. On July 25, 2024, the Bridge Facility decreased to 1,232 million pounds sterling. On May 8, 2025, the Bridge Facility was further decreased to 752 million pounds sterling. In connection with this decrease, the net proceeds from the 2030 Senior Notes have been restricted to support a planned acquisition and are held in a designated money market fund. We incurred costs in connection with the Bridge Facility of $7 million that have been fully amortized to interest expense. As of July 31, 2025 and October 31, 2024, we had no borrowings outstanding under the Bridge Facility.

Letters of Credit

As of July 31, 2025 and October 31, 2024, we had $55 million and $43 million, respectively, of outstanding standby letters of credit, customs bonds and surety bonds.

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11. RETIREMENT PLANS AND POST-RETIREMENT BENEFIT PLANS

For the three and nine months ended July 31, 2025 and 2024, our net pension and post-retirement benefit cost (benefit) consisted of the following:


	Pensions
	U.S. Defined Benefit Plans				Non-U.S. Defined Benefit Plans				U.S. Post-Retirement Benefit Plan
	Three Months Ended
	July 31,
	2025		2024		2025		2024		2025		2024
	(in millions)
Service cost—benefits earned during the period	$	4	$	4	$	2	$	3	$	—	$	—
Interest cost on benefit obligation	10		10		9		9		2		2
Expected return on plan assets	(13)		(12)		(16)		(13)		(3)		(3)

Amortization of net actuarial loss (gain)	1		2		(1)		2		—		—


Net periodic benefit cost (benefit)	$	2	$	4	$	(6)	$	1	$	(1)	$	(1)

	Pensions
	U.S. Defined Benefit Plans				Non-U.S. Defined Benefit Plans				U.S. Post-Retirement Benefit Plan
	Nine months ended
	July 31,
	2025		2024		2025		2024		2025		2024
	(in millions)
Service cost—benefits earned during the period	$	13	$	11	$	6	$	7	$	—	$	—
Interest cost on benefit obligation	29		30		26		27		6		6
Expected return on plan assets	(39)		(36)		(45)		(39)		(9)		(9)

Amortization of net actuarial loss (gain)	4		7		(3)		6		(1)		—


Net periodic benefit cost (benefit)	$	7	$	12	$	(16)	$	1	$	(4)	$	(3)

We record the service cost component of net periodic benefit cost (benefit) in the same line item as other employee compensation costs. The non-service components of net periodic benefit cost (benefit), such as interest cost, expected return on assets, amortization of prior service cost, and actuarial gains or losses, are recorded within “other income (expense), net” in the condensed consolidated statement of operations.

We did not contribute to our U.S. defined benefit plans or U.S. post-retirement benefit plan during the three and nine months ended July 31, 2025 and 2024. We contributed $3 million and $8 million to our non-U.S. defined benefit plans during the three and nine months ended July 31, 2025 and 2024, respectively.

For the remainder of 2025, we do not expect to contribute to our U.S. defined benefit plans and U.S. post-retirement benefit plan, and we expect to contribute $3 million to our non-U.S. defined benefit plans. The amounts we contribute depend upon, among other things, legal requirements, underlying asset returns, the plan’s funded status, the anticipated tax deductibility of the contribution, local practices, employee retirements, market conditions, interest rates and other factors.

12. SUPPLEMENTAL FINANCIAL INFORMATION

The following tables provide details of selected balance sheet items:

Cash, cash equivalents, and restricted cash


	July 31, 2025		October 31, 2024
	(in millions)
Cash and cash equivalents	$	2,636	$	1,796
Restricted cash included in other current assets	759		—
Restricted cash included in other assets	2		18
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows	$	3,397	$	1,814

For the nine months ended July 31, 2025, restricted cash increased primarily due to net proceeds from the 2030 Senior Notes, which are being held in a designated money market fund to support a planned acquisition (See Note 10, “Debt,” for

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additional information). Restricted cash also includes deficit reduction contributions to an escrow account for one of our non-U.S. defined benefit pension plans and deposits held as collateral against bank guarantees.

Inventory


	July 31, 2025		October 31, 2024
	(in millions)
Finished goods	$	393	$	375
Purchased parts and fabricated assemblies	628		647
Total inventory	$	1,021	$	1,022

Leases

The following table summarizes the components of our lease cost:


	Three Months Ended				Nine Months Ended
	July 31,				July 31,
	2025		2024		2025		2024
	(in millions)
Operating lease cost	$	15	$	16	$	45	$	47
Variable lease cost	$	4	$	5	$	14	$	16

Supplemental information related to our operating leases was as follows:


	Nine Months Ended
	July 31,
	2025		2024
	(in millions)
Cash payment for operating leases	$	42	$	42
Right-of-use assets obtained in exchange for operating lease obligations	$	23	$	32

Standard warranty

Warranties on products sold through direct sales channels are primarily for one year. Warranties for products sold through distribution channels are primarily for three years. We accrue for standard warranty costs based on historical trends in warranty charges. The accrual is reviewed regularly and periodically adjusted to reflect changes in warranty cost estimates. Estimated warranty charges are recorded within “cost of products” at the time related product revenue is recognized.

Activity related to the standard warranty accrual, which is included in “other accrued liabilities” and “other long-term liabilities” in the condensed consolidated balance sheet, was as follows:


	Nine Months Ended
	July 31,
	2025		2024
	(in millions)
Beginning balance	$	31	$	36
Accruals for warranties, including change in estimates	17		16
Settlements made during the period	(19)		(20)
Ending balance	$	29	$	32

Accruals for warranties due within one year	$	18	$	20
Accruals for warranties due after one year	11		12
Ending balance	$	29	$	32

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Other current assets


	July 31, 2025		October 31, 2024
	(in millions)
Short-term restricted cash	$	759	$	—
Prepaid assets	304		287

Other current assets	192		295
Total other current assets	$	1,255	$	582

Short-term restricted cash consists mainly of net proceeds from the issuance of the 2030 Senior Notes which have been restricted to support a planned acquisition and are held in a designated money market fund (see Note 10, “Debt,” for additional information). Prepaid assets include deposits paid in advance to contract manufacturers of $191 million and $200 million as of July 31, 2025 and October 31, 2024, respectively. Additionally, the decrease in other current assets for the nine months ended July 31, 2025 is primarily driven by a decrease in tax receivables.

13. COMMITMENTS AND CONTINGENCIES

Commitments

During the nine months ended July 31, 2025, there were no material changes to the purchase commitments as reported in our Annual Report on Form 10-K for the fiscal year ended October 31, 2024.

Contingencies

On January 1, 2022, Centripetal Networks filed a lawsuit in Federal District Court in Virginia, alleging that certain Keysight products infringe certain of Centripetal’s patents. In addition, in February 2022 Centripetal filed complaints in Germany alleging infringement of certain of Centripetal’s German patents, and in April 2022 Centripetal filed a complaint with the International Trade Commission (“ITC”) requesting that they investigate whether Keysight violated Section 337 of the Tariff Act (“Section 337”) and should be enjoined from importing certain products that are manufactured outside of the U.S. and which are alleged to infringe Centripetal patents. On December 5, 2023, the ITC issued its Notice of Determination that Keysight did not unfairly import products in violation of Section 337 and the investigation was terminated. Centripetal has appealed this determination. On August 21, 2024, Keysight was served in Germany with a complaint filed in the Unified Patent Court alleging that certain Keysight products sold in Germany, France, Italy and the Netherlands infringe a European Centripetal patent. We deny the allegations and are aggressively defending each case.

On June 14, 2019, the U.S. Treasury issued final regulations relating to GILTI under the tax regulations. The tax regulations contained language which disallowed GILTI tax deductions for intangible asset amortization resulting from the Singapore restructuring completed in 2018. During the third quarter of fiscal year 2024, we concluded, in response to recent U.S. Supreme Court decisions on a number of relevant cases, the evolving global tax landscape and other changes in circumstances, that Treasury exceeded its regulatory authority and the intangible asset amortization should be deductible. In response, we amended our U.S. federal income tax returns for the open tax years to claim the deduction and recognized the discrete benefit in the condensed consolidated financial statements. We believe the position meets the more likely than not recognition threshold.

On January 23, 2025, we filed a lawsuit against the United States of America in the United States Court of Federal Claims seeking a tax refund of $107 million, or such greater amount allowed by law, plus any other amount, including interest and cost, allowed by law. We intend to vigorously defend our position. The outcome cannot be predicted with certainty. If we are ultimately unsuccessful in defending our refund claim, we will be required to reverse the benefit previously recorded, most likely resulting in a material increase in the effective tax rate and income tax liability.

Although there are no matters pending that we currently believe are probable and reasonably possible of having a material impact to our business, consolidated financial position, or results of operations or cash flows, the outcome of litigation is inherently uncertain and is difficult to predict. An adverse outcome in any outstanding lawsuit or proceeding could result in significant monetary damages or injunctive relief. If adverse results are above management’s expectations or are unforeseen, management may not have accrued for the liability, which could impact our results in future periods.

We are also involved in lawsuits, claims, investigations and proceedings, including, but not limited to, patent, employment, commercial and environmental matters, which arise in the ordinary course of business.

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14. STOCKHOLDERS' EQUITY

Stock Repurchase Program

Under our stock repurchase program, shares may be purchased from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases, privately negotiated transactions or other means. All such shares and related costs are held as treasury stock and accounted for at the trade date using the cost method. The stock repurchase program may be commenced, suspended or discontinued at any time at the company’s discretion and does not have an expiration date.

For the nine months ended July 31, 2025, we repurchased 1,794,568 shares of common stock for $275 million. Additionally, we accrued $1 million related to excise tax levied on share repurchases, net of issuances. For the nine months ended July 31, 2024, we repurchased 2,000,882 shares of common stock for $289 million.

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Accumulated Other Comprehensive Loss

Changes in accumulated other comprehensive loss by component and related tax effects for the three and nine months ended July 31, 2025 and 2024 were as follows:


	Foreign currency translation		Net defined benefit pension cost and post-retirement plan costs		Gains (losses) on derivatives		Total

	(in millions)
As of April 30, 2025	$	(57)	$	(315)	$	79	$	(293)
Other comprehensive income (loss) before reclassifications	(7)		—		5		(2)
Amounts reclassified out of accumulated other comprehensive gain (loss)	—		—		(2)		(2)
Tax benefit (expense)	—		—		2		2
Other comprehensive income (loss)	(7)		—		5		(2)
As of July 31, 2025	$	(64)	$	(315)	$	84	$	(295)

As of October 31, 2024	$	(136)	$	(317)	$	89	$	(364)
Other comprehensive income (loss) before reclassifications	72		—		2		74
Amounts reclassified out of accumulated other comprehensive gain (loss)	—		2		(11)		(9)
Tax benefit (expense)	—		—		4		4
Other comprehensive income (loss)	72		2		(5)		69
As of July 31, 2025	$	(64)	$	(315)	$	84	$	(295)

As of April 30, 2024	$	(172)	$	(383)	$	86	$	(469)
Other comprehensive income (loss) before reclassifications	32		—		—		32
Amounts reclassified out of accumulated other comprehensive gain (loss)	—		4		(3)		1
Tax benefit (expense)	—		(1)		—		(1)
Other comprehensive income (loss)	32		3		(3)		32
As of July 31, 2024	$	(140)	$	(380)	$	83	$	(437)

As of October 31, 2023	$	(167)	$	(388)	$	89	$	(466)
Other comprehensive income (loss) before reclassifications	27		—		1		28
Amounts reclassified out of accumulated other comprehensive gain (loss)	—		11		(8)		3
Tax benefit (expense)	—		(3)		1		(2)
Other comprehensive income (loss)	27		8		(6)		29
As of July 31, 2024	$	(140)	$	(380)	$	83	$	(437)

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Reclassifications out of accumulated other comprehensive loss into earnings for the three and nine months ended July 31, 2025 and 2024 were as follows:


Details about accumulated other comprehensive loss components	Amounts reclassified from accumulated other comprehensive loss								Affected line item in statement of operations
	Three Months Ended				Nine Months Ended
	July 31,				July 31,
	2025		2024		2025		2024
	(in millions)
Gain (loss) on derivatives	$	(3)	$	3	$	1	$	9	Cost of products
	2		—		2		(1)		Selling, general and administrative
	3		—		8		—		Interest expense
	(1)		—		(2)		(1)		Benefit (provision) for income tax
	1		3		9		7		Net of income tax

Net defined benefit pension cost and post-retirement plan costs:
Net actuarial loss	—		(4)		(2)		(11)		Other income (expense), net


	—		1		—		3		Benefit (provision) for income tax
	—		(3)		(2)		(8)		Net of income tax

Total reclassifications for the period	$	1	$	—	$	7	$	(1)	Net of income tax

15. SEGMENT INFORMATION

We report our results in two reportable segments: CSG and EISG. The results of our reportable segments are based on our management reporting system and are not necessarily in conformity with GAAP. The performance of each segment is measured based on several metrics, including income from operations. These results are used, in part, by the chief operating decision maker in evaluating the performance of, and in allocating resources to, each of the segments.

The profitability of each of the segments is measured after excluding share-based compensation expense, amortization of acquisition-related balances, acquisition and integration costs, restructuring costs, interest income, interest expense and other items as noted in the reconciliations below.


	Three Months Ended
	July 31,
	2025						2024
	CSG		EISG		Total		CSG		EISG		Total
	(in millions)
Revenue	$	940	$	412	$	1,352	$	847	$	370	$	1,217
Segment income from operations	$	246	$	92	$	338	$	223	$	74	$	297

	Nine Months Ended
	July 31,
	2025						2024
	CSG		EISG		Total		CSG		EISG		Total
	(in millions)
Revenue	$	2,736	$	1,220	$	3,956	$	2,526	$	1,166	$	3,692
Segment income from operations	$	722	$	298	$	1,020	$	672	$	274	$	946

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The following table reconciles total reportable operating segments’ income from operations to our income before taxes, as reported:


	Three Months Ended				Nine Months Ended
	July 31,				July 31,
	2025		2024		2025		2024
	(in millions)
Total reportable segments' income from operations	$	338	$	297	$	1,020	$	946
Share-based compensation	(32)		(32)		(131)		(118)
Amortization of acquisition-related balances	(33)		(31)		(100)		(106)
Acquisition and integration costs	(31)		(23)		(98)		(59)
Restructuring and other	(8)		(6)		(32)		(60)
Income from operations, as reported	234		205		659		603
Interest income	31		19		71		60
Interest expense	(28)		(21)		(68)		(61)
Other income (expense), net	4		10		98		15
Income before taxes, as reported	$	241	$	213	$	760	$	617

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Unaudited)

The following discussion should be read in conjunction with the condensed consolidated financial statements and notes thereto included elsewhere in this Form 10-Q and our Annual Report on Form 10-K. This report contains forward-looking statements which include, but are not limited to predictions, future guidance, projections, beliefs, and expectations about the company’s trends, seasonality, cyclicality and growth in, and drivers of, the markets we sell into, our strategic direction, earnings from our foreign subsidiaries, remediation activities, new solution and service introductions, the ability of our solutions to meet market needs, changes to our manufacturing processes, the use of contract manufacturers, the impact of government regulations on our ability to conduct operations, our liquidity position, our ability to generate cash from operations, growth in our businesses, our investments, the potential impact of adopting new accounting pronouncements, our financial results, our purchase commitments, our contributions to our pension plans, the selection of discount rates and recognition of any gains or losses for our benefit plans, our cost-control activities, savings and headcount reduction recognized from our restructuring programs and other cost saving initiatives, and other regulatory approvals, the integration of our completed acquisitions and other transactions, and our transition to lower-cost regions. The forward-looking statements involve risks and uncertainties that could cause Keysight’s results to differ materially from management’s current expectations. Such risks and uncertainties include, but are not limited to, the impact of global economic conditions such as inflation or potential recession, the impacts of increased trade tensions such as an imposition of or increase in tariffs and tightening of export control regulations, slowing demand for products or services, volatility in financial markets, reduced access to credit, changes in interest rates, the existence of political or economic instability, uncertainty related to the impact of national elections results in the U.S., U.K., and Europe, impacts of geopolitical tension and conflict in regions outside of the U.S., the impact of new and ongoing litigation, impacts related to net zero emissions commitments, and the impact of volatile weather caused by environmental conditions such as climate change. Our actual results could differ materially from the results contemplated by these forward-looking statements due to various factors, including but not limited to those risks and uncertainties discussed in Part II Item 1A and elsewhere in this Form 10-Q.

Basis of Presentation

The financial information presented in this Form 10-Q is not audited and is not necessarily indicative of our future consolidated financial position, results of operations or cash flows. Our fiscal year-end is October 31, and our fiscal quarters end on January 31, April 30 and July 31. Unless otherwise stated, these dates refer to our fiscal year and fiscal quarter periods.

Overview and Executive Summary

Keysight Technologies, Inc. (“we,” “us,” “our,” “Keysight” or “the company”), incorporated in Delaware on December 6, 2013, is a global innovator in the computing, communications and electronics market, committed to advancing our customers’ business success by helping them solve critical challenges in the development and commercialization of their products and services. Our mission, “accelerating innovation to connect and secure the world,” speaks to the value we provide our customers in a world of ever-increasing technological complexity. We deliver this value through a broad range of design and test solutions that address the critical challenges our customers face in bringing their innovations to market on ever-shorter schedules.

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We invest in research and development (“R&D”) to align our business with available markets and position the company for growth. Our R&D efforts focus on the development of new software and hardware products, as well as improvements to existing products, and solutions aligned to the industries that we serve. We anticipate that we will continue to have significant R&D expenditures in order to maintain our competitive position with a continuous flow of innovative, high-quality software, solutions, products and services. We remain committed to investment in R&D and have focused our development efforts on strategic opportunities to capture future growth.

Impact of U.S. government tariffs

Beginning in the second quarter of fiscal 2025, the U.S. government announced tariffs on products from all countries and additional reciprocal tariffs on certain countries. In response, China and other countries announced retaliatory tariffs against certain imports from the United States. There have been recent changes effective August 1, 2025, resulting in broad-based increases in tariff rates. These tariffs have impacted our financial results for the three and nine months ended July 31, 2025. We continue to closely monitor and assess the potential impact of these tariffs on our results and take actions across multiple vectors to reduce the impact. This multipronged mitigation approach spans our global manufacturing footprint and sourcing strategies, as well as pricing and cost actions. For additional discussion of risks related to tariffs and trade relations, please refer to the risk factor, in Part II, Item 1A. Risk Factors.

Three and nine months ended July 31, 2025 and 2024

Total orders for the three and nine months ended July 31, 2025 were $1,340 million and $3,919 million, respectively, an increase of 7 percent and 6 percent, respectively, compared to the same periods last year. For the three and nine months ended July 31, 2025, foreign currency movements had a favorable impact of 1 percentage point and an immaterial impact on the year-over-year change, respectively. For the three and nine months ended July 31, 2025, acquisitions had an immaterial impact on the year-over-year change. For the three months ended July 31, 2025, orders increased in the Americas and Europe, partially offset by a decline in Asia Pacific. For the nine months ended July 31, 2025, orders increased across all regions.

Revenue for the three and nine months ended July 31, 2025 was $1,352 million and $3,956 million, respectively, an increase of 11 percent and 7 percent, respectively, compared to the same periods last year. For the three and nine months ended July 31, 2025, foreign currency movements had a favorable impact of 2 percentage points and an immaterial impact on the year-over-year change, respectively. For the three and nine months ended July 31, 2025, acquisitions had an immaterial impact on the year-over-year change. For the three and nine months ended July 31, 2025, revenue increased in both the Communications Solutions Group (“CSG”) and the Electronic Industrial Solutions Group (“EISG”). Revenue from CSG and EISG represented 70 percent and 30 percent, respectively, of total revenue for the three months ended July 31, 2025. Revenue from CSG and EISG represented 69 percent and 31 percent, respectively, of total revenue for the nine months ended July 31, 2025.

Net income for the three and nine months ended July 31, 2025 was $191 million and $617 million, respectively, compared to $389 million and $687 million, respectively, for the same periods last year. The decrease in net income for the three months ended July 31, 2025 was primarily driven by a prior year income tax benefit due to one-time discrete tax items, higher people related costs, net impact of tariffs, losses on derivative instruments and higher acquisition and integration costs, partially offset by higher revenue and net gains on our equity investments. The decrease in net income for the nine months ended July 31, 2025 was primarily driven by a prior year income tax benefit due to one-time discrete tax items, higher people related costs, higher acquisition and integration costs and net impact of tariffs, partially offset by higher revenue and net gains on our equity investments and derivative instruments.

Outlook

Our first-to-market solutions strategy enables customers to develop new technologies and accelerate innovation and provides a platform for Keysight's long-term growth. Our customers are expected to continue to make R&D investments in certain next-generation technologies and applications, including evolution of 5G, early 6G, high-speed data center networks and infrastructure, satellite networks, Artificial Intelligence (“AI”), industrial internet of things (“IoT”), defense modernization, and next generation electric vehicles and autonomous vehicles. We continue to engage actively with our customers and closely monitor the current macroeconomic environment, including tariffs, trade restrictions and tightening of export control regulations, monetary and fiscal policies, and geopolitical tensions. We remain confident in the long-term secular growth trends of our markets and our ability to outperform in a variety of market conditions.

Critical Accounting Policies and Estimates

There were no material changes during the three and nine months ended July 31, 2025 to the critical accounting estimates described in “Management's Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended October 31, 2024.

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Adoption of New Accounting Pronouncements

See Note 1, “Overview and Summary of Significant Accounting Policies,” to the condensed consolidated financial statements for a description of new accounting pronouncements.

Currency Exchange Rate Exposure

Our revenues, costs and expenses, and monetary assets and liabilities are exposed to changes in foreign currency exchange rates as a result of our global operating, investing and financing activities. We hedge revenues, expenses, and balance sheet exposures that are not denominated in the functional currencies of our subsidiaries on a short-term and anticipated basis. The result of the hedging has been included in the condensed consolidated balance sheet and condensed consolidated statement of operations. We experience some fluctuations within individual lines of the condensed consolidated balance sheet and condensed consolidated statement of operations because our hedging program is not designed to offset the currency movements in each category of revenues, expenses, monetary assets and liabilities. Our cash flow hedging program is designed to hedge short-term currency movements based on a rolling period of up to twelve months. Therefore, we are exposed to currency fluctuations over the longer term. To the extent that we are required to pay for all, or portions, of an acquisition price in foreign currencies, we may enter into foreign exchange contracts to reduce the risk that currency movements will impact the U.S. dollar cost of the transaction.

Results from Operations - Three and nine months ended July 31, 2025 and 2024

A summary of our results is as follows:


	Three Months Ended						Nine Months Ended						Year-over-Year
	July 31,						July 31,						Change
	2025			2024			2025			2024			Three Months	Nine Months
	(in millions, except margin data)

Revenue	$	1,352		$	1,217		$	3,956		$	3,692		11%	7%
Gross margin	61.7		%	62.0		%	62.4		%	63.1		%	—	(1) ppt
Research and development	$	250		$	226		$	749		$	686		11%	9%
Percentage of revenue	19		%	19		%	19		%	19		%	—	—
Selling, general and administrative	$	354		$	329		$	1,075		$	1,052		7%	2%
Percentage of revenue	26		%	27		%	27		%	28		%	(1) ppt	(1) ppt
Other operating expense (income), net	$	(4)		$	(5)		$	(15)		$	(10)		(29)%	54%
Income from operations	$	234		$	205		$	659		$	603		14%	9%
Operating margin	17.3		%	16.8		%	16.7		%	16.3		%	—	—
Interest income	$	31		$	19		$	71		$	60		64%	18%
Interest expense	$	(28)		$	(21)		$	(68)		$	(61)		35%	12%
Other income (expense), net	$	4		$	10		$	98		$	15		(58)%	583%
Income before taxes	$	241		$	213		$	760		$	617		13%	23%
Provision (benefit) for income taxes	$	50		$	(176)		$	143		$	(70)		—	—
Net income	$	191		$	389		$	617		$	687		(51)%	(10)%

Revenue

Revenue is recognized upon transfer of control of the promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. Returns are recorded in the period received from the customer and historically have not been material.

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The following table provides the percentage change in revenue for the three and nine months ended July 31, 2025 by geographic region and the impact of foreign currency movements as compared to the same period last year.


	Year-over-Year Change
	Three Months Ended		Nine Months Ended
	July 31, 2025		July 31, 2025
Geographic Region	Actual	Currency Impact Favorable (Unfavorable)	Actual	Currency Impact Favorable (Unfavorable)
Americas	13%	—	8%	—
Europe	(2)%	4 ppts	(1)%	1 ppt
Asia Pacific	15%	2 ppts	10%	—
Total revenue	11%	2 ppts	7%	—

Refer to the “Segment Overview” section of Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations for additional information on changes in revenue during the three and nine months ended July 31, 2025.

Gross Margin, Operating Margin and Income Before Taxes

Gross margin for the three months ended July 31, 2025 was flat compared to the same period last year, as the net impact of tariffs and higher people-related costs were offset by higher revenue volume and favorable pricing. Gross margin for the nine months ended July 31, 2025 decreased 1 percentage point compared to the same period last year, primarily driven by the net impact of tariffs and unfavorable mix, partially offset by favorable pricing, higher revenue volume and lower restructuring costs.

R&D expense for the three and nine months ended July 31, 2025 increased 11 percent and 9 percent, respectively, compared to the same periods last year, primarily driven by continued investments in key growth opportunities in our end markets and leading-edge technologies and higher variable people-related costs.

Selling, general and administrative expense for the three months ended July 31, 2025 increased 7 percent, compared to the same period last year, primarily driven by higher acquisition and integration costs, people-related costs and infrastructure costs. Selling, general and administrative expense for the nine months ended July 31, 2025 increased 2 percent, compared to the same period last year, primarily driven by higher acquisition and integration costs, people-related costs and travel costs, partially offset by lower infrastructure costs and amortization of acquisition-related balances.

Other operating expense (income), net for the three and nine months ended July 31, 2025 was income of $4 million and $15 million, respectively, compared to income of $5 million and $10 million, respectively, for the same periods last year.

Operating margin for the three and nine months ended July 31, 2025 was flat compared to the same periods last year, as the decrease in operating expenses as a percentage of revenue was offset by gross margin movements.

Interest income for the three and nine months ended July 31, 2025 was $31 million and $71 million, respectively, compared to $19 million and $60 million, respectively, for the same periods last year and primarily relates to interest earned on our cash balances. Interest expense for three and nine months ended July 31, 2025 was $28 million and $68 million, respectively, compared to $21 million and $61 million, respectively, for the same periods last year and primarily relates to interest on our senior notes. The increase in interest expense for the three and nine months ended July 31, 2025 is primarily driven by interest expense and amortization of debt issuance costs related to our 2030 Senior Notes. (see Note 10, “ Debt,” for additional information).

Other income (expense), net for the three and nine months ended July 31, 2025 was income of $4 million and $98 million, respectively, compared to income of $10 million and $15 million, respectively, for the same periods last year. The decrease in other income (expense), net for the three months ended July 31, 2025 is primarily driven by losses on derivative instruments (see Note 9, “Derivatives,” for additional information), partially offset by net gains on our equity investments and lower amortization of actuarial losses. The increase in other income (expense), net for the nine months ended July 31, 2025 is primarily driven by net gains on our equity investments, gains on derivative instruments (see Note 9, “Derivatives,” for additional information), and lower amortization of actuarial losses.

As of July 31, 2025 and 2024, our headcount was approximately 15,500 and 15,400, respectively.

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Income Taxes

The following table provides income tax details:


	Three Months Ended						Nine Months Ended
	July 31,						July 31,
	2025			2024			2025			2024
	(in millions, except percentages)
Income before taxes	$	241		$	213		$	760		$	617
Provision (benefit) for income taxes	$	50		$	(176)		$	143		$	(70)
Effective tax rate	20.8		%	(81.9		%)	18.8		%	(11.2		%)

The income tax expense for the three and nine months ended July 31, 2025 was higher compared to the same periods last year primarily due to the inclusion of one-time discrete tax benefits from U.S. amended tax return filings in relation to the Global Intangible Low-Taxed Income (“GILTI”) tax regulations and the settlement of a Malaysia uncertain tax position in the three and nine months ended July 31, 2024. The income tax expense for the three and nine months ended July 31, 2025 included a net discrete expense of $1 million and $11 million, respectively. The income tax expense for the three and nine months ended July 31, 2024 included a net discrete benefit of $179 million and $178 million, respectively. The discrete tax expense for the three and nine months ended July 31, 2025 was higher compared to the same periods last year primarily due to one-time discrete tax benefits from U.S. amended tax return filings in relation to the GILTI tax regulations and the settlement of a Malaysia uncertain tax position in the three and nine months ended July 31, 2024.

On June 14, 2019, the U.S. Department of the Treasury (“Treasury”) issued final regulations relating to GILTI under IRC § 951A (the “tax regulations”). The tax regulations contained language that disallowed GILTI tax deductions for intangible asset amortization resulting from the Singapore restructuring completed in 2018. In the third quarter of 2024, we concluded that Treasury exceeded its regulatory authority and the intangible asset amortization should be deductible. We amended our U.S. federal income tax returns for the open tax years to claim the deduction and filed a lawsuit seeking a tax refund. See Note 13, “Commitments and Contingencies,” for additional information. The Singapore intangible assets will continue to be amortized for GILTI tax purposes until 2033. If we are ultimately unsuccessful in defending our refund claim, we will be required to reverse the benefit previously recorded, which would most likely result in a material increase in the effective tax rate and our income tax liability.

The open tax years for the U.S. federal income tax return and most state income tax returns are from November 1, 2019 through the current tax year. Keysight’s U.S. federal income tax returns for 2020, 2021 and 2022 are currently under audit by the IRS. For the majority of our non-U.S. entities, the open tax years are from November 1, 2019 through the current tax year.

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and future tax examinations could be inconsistent with management’s current expectations. If that were to occur, it could have an impact on our effective tax rate in the period in which such examinations are resolved.

We are subject to income taxes in the U.S. and several countries globally. Changes in tax law, tax rates, or in the amount of earnings in countries with differing tax rates may affect certain deferred tax assets and liabilities recorded and our effective tax rate.

In June 2025, the United States and the other six countries that make up the G7 nations jointly announced that U.S. companies would be exempted from certain minimum taxes related to the OECD agreement, commonly referred to as Pillar Two. However, significant details regarding the G7 announcement remain uncertain and individual countries that have enacted the OECD agreement, including countries not within the G7, must amend their local legislation for the G7 announcement to become effective. We continue to closely monitor Pillar Two developments.

We do not recognize deferred taxes for temporary differences expected to impact the GILTI tax expense in future years. We recognize the tax expense related to GILTI in each year in which the tax is incurred.

Segment Overview

We have two reportable operating segments, CSG and EISG. The profitability of each of the segments is measured after excluding share-based compensation expense, amortization of acquisition-related balances, acquisition and integration costs, restructuring costs, interest income, interest expense and other items.

A significant portion of the segments' expenses arise from allocated corporate charges, expenses related to our centralized sales force, and global services, marketing and technology functions that are provided to the segments in order to realize economies of scale and to efficiently use resources. Corporate charges include legal, accounting, real estate, insurance, information technology, treasury and other corporate infrastructure expenses. Segment allocations are determined on a basis that we consider to be a reasonable reflection of the utilization of services provided to, or benefits received by, the segments. Newly acquired businesses are not allocated these charges until integrated into our shared services and corporate infrastructure.

Communications Solutions Group (“CSG”)

CSG serves customers spanning the global commercial communications and aerospace, defense, and government end markets. The group’s solutions consist of electronic design and test software, instrumentation, systems, and related services. These solutions are used in the simulation, design, validation, manufacturing, installation, and optimization of communication systems in wireless, wireline, enterprise, and aerospace, defense, and government end markets. In addition, the group provides automated software test solutions to automatically identify, build, and execute tests critical to digital business success and a strong customer experience.

Revenue


	Three Months Ended				Nine Months Ended				Year- over-Year
	July 31,				July 31,				Change
	2025		2024		2025		2024		Three Months	Nine Months
	(in millions)
Total revenue	$	940	$	847	$	2,736	$	2,526	11%	8%

CSG revenue for the three and nine months ended July 31, 2025 increased 11 percent and 8 percent, respectively, compared to the same periods last year. For the three and nine months ended July 31, 2025, foreign currency movements had a favorable impact of 1 percentage point and an immaterial impact on the year-over-year change. For the three and nine months ended July 31, 2025, acquisitions had an immaterial impact on the year-over-year change. For the three months ended July 31, 2025, revenue increased in the Americas and Asia Pacific, partially offset by a decline in Europe. For the nine months ended July 31, 2025, revenue increased in the Americas and Asia Pacific and was flat in Europe. Revenue increased in both the commercial communications and the aerospace, defense, and government end markets for the three and nine months ended July 31, 2025. The increase was primarily driven by higher investments in high-speed networks to support increasing demand for AI capabilities and higher investment in aerospace and defense solutions. Our customers continued their R&D investments in next-generation technologies and applications, including AI-driven data center expansion, ongoing 5G standards development and deployment, 400G/800G Ethernet, development of new communications technologies (e.g., 6G, Open Radio Access Networks, commercial non-terrestrial networks, quantum), high-speed networking and major defense and government programs worldwide.

Our commercial communications end market revenue for the three and nine months ended July 31, 2025 increased 13 percent and 9 percent, respectively, year-over-year and represented 69 percent and 67 percent, respectively, of total CSG revenue. For the three months ended July 31, 2025, revenue increased in the Americas and Asia Pacific, partially offset by a decline in Europe. For the nine months ended July 31, 2025, revenue increased across all regions. The year-over-year increase

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in revenue for the three and nine months ended July 31, 2025 was primarily driven by R&D investments in terabit solutions and expanding 400G/800G transceiver manufacturing capacity to meet rising demand for AI capabilities. We continued to see investments in high-speed networks due to increasing need for AI capabilities in the data center infrastructure ecosystem, which drove demand for our 400G/800G Ethernet solutions, both in R&D and manufacturing.

Our aerospace, defense, and government end market revenue for the three and nine months ended July 31, 2025 increased 8 percent and 7 percent, respectively, year-over-year and represented 31 percent and 33 percent, respectively, of total CSG revenue. For the three and nine months ended July 31, 2025, revenue increased in the Americas and Asia Pacific partially offset by a decline in Europe. The year-over-year increase in revenue was primarily driven by strong growth in space and satellite solutions and continued investments in radar and spectrum operations.

Gross Margin and Operating Margin


	Three Months Ended						Nine Months Ended						Year- over-Year
	July 31,						July 31,						Change
	2025			2024			2025			2024			Three Months	Nine Months
	(in millions, except margin data)
Gross margin	66.7		%	67.0		%	67.2		%	67.8		%	—	(1) ppt
Research and development	$	176		$	154		$	519		$	461		14%	13%
Selling, general and administrative	$	210		$	194		$	609		$	587		8%	4%
Other operating expense (income), net	$	(3)		$	(3)		$	(11)		$	(8)		2%	44%
Income from operations	$	246		$	223		$	722		$	672		10%	7%
Operating margin	26.1		%	26.3		%	26.4		%	26.6		%	—	—

R&D expense for the three and nine months ended July 31, 2025 increased 14 percent and 13 percent, respectively, compared to the same periods last year, primarily driven by continued investments in key growth opportunities in our end markets and leading-edge technologies and higher variable people-related costs.

Selling, general and administrative expense for the three months ended July 31, 2025 increased 8 percent compared to the same period last year, primarily driven by higher people-related costs and infrastructure costs. Selling, general and administrative expense for the nine months ended July 31, 2025 increased 4 percent compared to the same period last year, primarily driven by higher people-related and infrastructure costs, and incremental costs from acquired businesses.

Other operating expense (income), net for the three months ended July 31, 2025 and 2024 was income of $3 million. Other operating expense (income), net for the nine months ended July 31, 2025 and 2024 was income of $11 million and $8 million, respectively.

Operating margin for the three and nine months ended July 31, 2025 was flat compared to the same periods last year, as gross margin movements were offset by a decline in operating expenses as a percentage of sales.

Electronic Industrial Solutions Group (“EISG”)

EISG serves customers across a diverse set of end markets focused on automotive and energy, semiconductor solutions, and general electronics. The group's solutions consist of electronic design, test and simulation software, instrumentation, systems, and related services. These solutions are used in the simulation, design, validation, manufacturing, installation, and optimization of electronic equipment.

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Revenue


	Three Months Ended				Nine Months Ended				Year-over-Year
	July 31,				July 31,				Change
	2025		2024		2025		2024		Three Months	Nine Months
	(in millions)
Total revenue	$	412	$	370	$	1,220	$	1,166	11%	5%

EISG revenue for the three and nine months ended July 31, 2025 increased 11 percent and 5 percent, respectively, compared to the same periods last year. For the three and nine months ended July 31, 2025, foreign currency movements had a favorable impact of 2 percentage points and an immaterial impact on the year-over-year change, respectively. For the three and nine months ended July 31, 2025, acquisitions had an immaterial impact on the year-over-year change. For the three months ended July 31, 2025, revenue increased across all regions. For the nine months ended July 31, 2025, revenue increased in the Americas and Asia Pacific, partially offset by a decline in Europe. The revenue for the three months ended July 31, 2025 increased across all electronic industrial markets. The revenue increase for the nine months ended July 31, 2025 reflected mixed demand across the electronic industrial markets with an increase in semiconductor measurements and general electronics measurement, partially offset by a decline in automotive and energy. Despite macroeconomic uncertainties, customer engagement remained high in their key long-term strategic initiatives, including R&D for AI-driven demand for advanced semiconductor technologies, software-defined vehicles and autonomous driving, industrial IoT, digital health and fab capacity.

Gross Margin and Operating Margin


	Three Months Ended						Nine Months Ended						Year-over-Year
	July 31,						July 31,						Change
	2025			2024			2025			2024			Three Months	Nine Months
	(in millions, except margin data)
Gross margin	57.4		%	57.5		%	59.3		%	60.4		%	—	(1) ppt
Research and development	$	65		$	62		$	190		$	186		4%	2%
Selling, general and administrative	$	82		$	79		$	241		$	246		3%	(2)%
Other operating expense (income), net	$	(2)		$	(3)		$	(5)		$	(3)		(41)%	85%
Income from operations	$	92		$	74		$	298		$	274		24%	8%
Operating margin	22.3		%	20.1		%	24.4		%	23.5		%	2 ppts	1 ppt

R&D expense for the three and nine months ended July 31, 2025 increased 4 percent and 2 percent, respectively, compared to the same periods last year, primarily driven by continued investments in key growth opportunities in our end markets and leading-edge technologies and higher variable people-related cost.

Selling, general and administrative expense for the three months ended July 31, 2025 increased 3 percent compared to the same period last year, primarily driven by higher people-related costs and higher infrastructure costs. Selling, general and administrative expense for the nine months ended July 31, 2025 decreased 2 percent compared to the same period last year, primarily driven by lower infrastructure costs, partially offset by higher people-related costs.

Other operating expense (income), net for the three months ended July 31, 2025 and 2024 was income of $2 million and $3 million, respectively. Other operating expense (income), net for the nine months ended July 31, 2025 and 2024 was income of $5 million and $3 million, respectively.

Operating margin for the three months ended July 31, 2025 increased 2 percentage points compared to the same period last year, primarily driven by lower operating expenses as a percentage of revenue. Operating margin for the nine months ended July 31, 2025 increased 1 percentage point compared to the same period last year, primarily driven by lower operating expenses as a percentage of revenue, partially offset by gross margin declines.

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Financial Condition

Liquidity and Capital Resources

Our liquidity is affected by many factors, including normal ongoing operations of our business and fluctuations due to global economics and markets. Our cash balances are generated and held in many locations throughout the world. Under certain circumstances, U.S. and local government regulations may limit our ability to move cash balances to meet cash needs.

Overview of Cash Flows

Our key cash flow activities were as follows:


	Nine Months Ended
	July 31,
	2025		2024
	(in millions)
Net cash provided by operating activities	$	1,184	$	693
Net cash used in investing activities	$	(97)	$	(781)
Net cash provided (used) in financing activities	$	487	$	(753)

Operating Activities

Cash flows from operating activities can fluctuate significantly from period to period due to working capital needs, the timing of payments for income taxes, variable pay, pension funding, and other items that impact reported cash flows.

Net cash provided by operating activities increased $491 million during the nine months ended July 31, 2025 compared to the same period last year.

•Net income for the nine months ended July 31, 2025 decreased $70 million compared to the same period last year. Non-cash adjustments to net income were $45 million lower, primarily due to a $37 million increase in deferred tax benefit, a $32 million increase in unrealized gains on equity and other investments, and a $4 million decrease in amortization, partially offset by a $18 million increase in share-based compensation expense, $4 million increase in excess and obsolete inventory-related charges, and $6 million increase in other non-cash expenses.

•The aggregate change in accounts receivable, inventory and accounts payable provided net cash of $181 million during the first nine months of fiscal 2025 compared to net cash provided of $75 million in the same period last year. The amount of cash flow generated from or used by the aggregate of accounts receivable, inventory and accounts payable depends upon the cash conversion cycle, which represents the number of days that elapse from the day we pay for the purchase of raw materials and components to the collection of cash from our customers and can be significantly impacted by the timing of shipments and purchases, as well as collections and payments in a period.

•Movements in income taxes receivable provided net cash of $78 million during the first nine months of fiscal 2025 compared to net cash used of $161 million in the same period last year, primarily driven by a prior year income tax benefit due to one-time discrete tax items (see Note 5, “Income Taxes,” for additional information), partially offset by current year income tax accruals.

•Movements in other assets and liabilities provided net cash of $40 million during the first nine months of fiscal 2025 compared to net cash used of $221 million in the same period last year, primarily driven by lower income and other tax payments, net of accruals (see Note 5, “Income Taxes,” for additional information), changes in derivative assets and liabilities (see Note 9, “Derivatives,” for additional information), lower payroll-related payments, net of accruals, changes in deferred revenue and other assets and liabilities.

Investing Activities

Our investing activities primarily include investments in property, plant and equipment and acquisitions of businesses to support our strategy and growth.

Net cash used in investing activities decreased $684 million during the nine months ended July 31, 2025 compared to the same period last year, primarily driven by $673 million, net of cash acquired, used in the prior year for payments towards acquisitions, including $477 million paid for acquisition of the controlling block of ESI Group SA (“ESI Group”) shares and $26 million decrease in cash used for purchases of property, plant and equipment, partially offset by a $15 million increase in cash used in other net investing activities.

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Financing Activities

Our financing activities primarily include proceeds from issuance of common stock under employee stock plans, tax payments related to net share settlement of equity awards, issuances and repayment of debt and related costs, treasury stock repurchases, and transactions with non-controlling interests in partially owned consolidated subsidiaries.

Net cash provided by financing activities increased $1,240 million during the nine months ended July 31, 2025 compared to the same period last year, primarily driven by $748 million of proceeds from the issuance of the 2030 Senior Notes, $458 million used in the prior year for the acquisition of the non-controlling interest in ESI Group, $24 million used in the prior year for repayment of debt assumed as part of the ESI Group acquisition and $11 million lower treasury stock repurchases.

Treasury Stock Repurchases

On March 6, 2023, our board of directors approved a stock repurchase program authorizing the purchase of up to $1,500 million of the company’s common stock, of which $210 million remained as of July 31, 2025. The stock repurchase program may be commenced, suspended or discontinued at any time at the company’s discretion and does not have an expiration date. See “Issuer Purchases of Equity Securities” under Part II Item 2 for additional information.

Debt and Debt Facilities


	July 31, 2025		October 31, 2024
	(in millions)
Senior Notes (par value)	$	2,550	$	1,800
Revolving Credit Facility	$	750	$	750
Bridge Facility	£	752	£	1,232

Senior Notes

2030 Senior Notes

Revolving Credit Facility

Bridge Facility

On March 28, 2024, we entered into a bridge credit agreement (the “Bridge Facility”) pursuant to which certain lenders agreed to provide a senior unsecured bridge credit facility of up to 1,350 million pounds sterling for the purpose of providing the financing to support a planned acquisition. On July 25, 2024, the Bridge Facility was decreased to 1,232 million pounds sterling. On May 8, 2025, the Bridge Facility was decreased to 752 million pounds sterling. In connection with this decrease, the net proceeds from the 2030 Senior Notes have been restricted to support a planned acquisition and are held in a designated money market fund. We incurred costs in connection with the Bridge Facility of $7 million that have been fully amortized to interest expense. As of July 31, 2025 and October 31, 2024, we had no borrowings outstanding under the Bridge Facility.

See Note 10, “Debt,” for additional information.

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Cash and cash requirements

Cash


	July 31, 2025		October 31, 2024
	(in millions)
Cash, cash equivalents and restricted cash	$	3,397	$	1,814
U.S.	$	2,217	$	626
Non-U.S.	$	1,180	$	1,188

Cash, cash equivalents and restricted cash increased to $3,397 million as of July 31, 2025 from $1,814 million as of October 31, 2024 and included the proceeds from the 2030 Senior Notes. See Note 10, “Debt,” for additional information.

Our cash and cash equivalents mainly consist of investments in institutional money market funds investments, short-term deposits held at major global financial institutions, and similar short duration instruments with original maturities of three months or less. We continuously monitor the creditworthiness of the financial institutions and money market fund asset managers with whom we invest our funds. We utilize a variety of funding strategies in an effort to ensure that our worldwide cash is available in the locations in which it is needed. Most significant international locations have access to internal funding through an offshore cash pool for working capital needs. In addition, a few locations that are unable to access internal funding have access to temporary local overdraft and short-term working capital lines of credit.

Cash requirements

We have cash requirements to support working capital needs, capital expenditures, business acquisitions, contractual obligations, commitments, principal and interest payments on debt, and other liquidity requirements associated with our operations. We generally intend to use available cash and funds generated from our operations to meet these cash requirements. In the event that additional liquidity is required, we may also borrow under the Revolving Credit Facility or Bridge Facility and/or issue new debt.

On March 28, 2024, we announced our intention to acquire the entire share capital of Spirent Communications PLC (“Spirent”) for cash consideration of 199 pence per Spirent share, which reflects a valuation of $1,463 million on a fully diluted basis. As contemplated in the scheme document published on April 25, 2024, Spirent’s Board of Directors authorized a dividend of 3.5 pence per share on June 26, 2025. The dividend was distributed to shareholders in July 2025. The completion of the Spirent acquisition is subject to customary closing conditions, including review by regulatory authorities. The China State Administration for Market Regulation’s review remains pending, and we expect to close the acquisition during the fourth quarter of fiscal year 2025, subject to the completion of such review.

On September 19, 2024, Keysight announced that it had entered into a definitive agreement with Synopsys, Inc. (“Synopsys”) to acquire Synopsys’ Optical Solutions Group (“OSG”), a leading developer of optical design and analysis software tools. The transaction is subject to customary closing conditions, including review by regulatory authorities and the successful closing of Synopsys’ acquisition of Ansys. While Synopsys’ acquisition of Ansys was completed on July 17, 2025, the China State Administration for Market Regulation’s review of Synopsys’ divestiture of OSG to Keysight remains pending.

Our senior notes obligations increased to $2,550 million as of July 31, 2025 from $1,800 million as of October 31, 2024, and interest payable on our senior notes increased to $626 million as of July 31, 2025 from $453 million as of October 31, 2024, driven by issuance of the 2030 Senior Notes. See Note 10, “Debt,” for additional information.

There were no other material changes to the cash requirements from our Annual Report on Form 10-K for the fiscal year ended October 31, 2024.

During the nine months ended July 31, 2025, there were no material changes to our uncertain tax positions from our Annual Report on Form 10-K for the fiscal year ended October 31, 2024. We believe that we have an adequate provision for any adjustments that may result from tax examinations. However, the outcome of tax examinations cannot be predicted with certainty. Given the numerous tax years and matters that remain subject to examination in various tax jurisdictions, the ultimate resolution of current and future tax examinations could be inconsistent with management’s current expectations.

For the remainder of fiscal 2025, we do not expect to contribute to our U.S. defined benefit plans and U.S. post-retirement benefit plan, and expect to contribute $3 million to our non-U.S. defined benefit plans. The amounts we contribute depend upon, among other things, legal requirements, underlying asset returns, the plan’s funded status, the anticipated tax deductibility of the contribution, local practices, market conditions, interest rates and other factors. See Note 11, “Retirement Plans and Post-Retirement Benefit Plans,” for additional information.

We expect capital spending to be approximately $135 million in 2025, primarily for investments in capacity expansion and technology investments.

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As of July 31, 2025, we believe our cash and cash equivalents, cash generated from operations, and our ability to access capital markets and credit lines will satisfy our cash needs for the foreseeable future both globally and domestically.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Quantitative and qualitative disclosures about market risk appear in “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in Part II of our Annual Report on Form 10-K for the fiscal year ended October 31, 2024. There were no material changes during the nine months ended July 31, 2025 to this information reported in our 2024 Annual Report on Form 10-K.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the third quarter of fiscal 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

On June 14, 2019, the U.S. Department of the Treasury (“Treasury”) issued final regulations relating to Global Intangible Low-Taxed Income (“GILTI”) under IRC § 951A (the “tax regulations”). The tax regulations contained language which disallowed GILTI tax deductions for intangible asset amortization resulting from the Singapore restructuring completed in 2018. During the third quarter of fiscal year 2024, we concluded, in response to recent U.S. Supreme Court decisions on a number of relevant cases, the evolving global tax landscape and other changes in circumstances, that Treasury exceeded its regulatory authority and the intangible asset amortization should be deductible. In response, we amended our U.S. federal income tax returns for the open tax years to claim the deduction and recognized the discrete benefit in the condensed consolidated financial statements. We believe the position meets the more likely than not recognition threshold.

We are also involved in lawsuits, claims, investigations and other proceedings, including, but not limited to, patent, commercial and environmental matters, which arise in the ordinary course of business.

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Item 1A. Risk Factors

Risks, Uncertainties and Other Factors That May Affect Future Results

Risks Related to Our Business

Volatility and uncertainty in general economic conditions may adversely affect our operating results and financial condition.

Our business is sensitive to negative changes in general economic conditions, both inside and outside the U.S. Global and regional economic volatility and uncertainty, inflation and potential recession has and may continue to impact our business, resulting in:

•increased cost to manufacture products or deliver solutions;

•reduced customer purchasing power;

•reduced demand for our solutions and services and reduced, delayed or canceled orders;

•increased risk of excess and obsolete inventory;

•increased risk of supply chain shortages;

•increased price pressure on our solutions and services; and

•greater risk of impairment to the value, and a detriment to the liquidity, of our future investment portfolio.

In addition, global and regional macroeconomic developments, such as uncertainty related to future economic activity, increased tariff rates and reciprocal tariffs, volatility in financial and capital markets, reduced access to credit, changing interest rates, decreased liquidity, uncertain or destabilizing national elections and reactions to national election results, political violence and unrest in the U.S., the U.K., Europe, and Asia, and negative changes or volatility in general economic conditions in those regions could negatively affect our ability to conduct business in those territories. Financial difficulties experienced by our suppliers and customers due to economic volatility could result in product delays, reduced purchasing power, delays in payment or inability to pay us, and inventory issues. Economic risks related to accounts receivable could result in delays in collection and greater bad debt expense.

Economic, political, and other risks associated with international sales and operations could adversely affect our results of operations.

Because we operate our businesses and sell our solutions worldwide, our businesses are subject to risks associated with doing business internationally. We anticipate that revenue from international operations will continue to represent a majority of our total revenue. However, there can be no assurances that our international sales will continue at existing levels or grow in accordance with our effort to increase foreign market penetration. In addition, many of our employees, contract manufacturers, suppliers and manufacturing facilities are located outside the U.S. Accordingly, our future results could be negatively impacted by a variety of factors, including, but not limited to:

•inability to conduct business in certain countries or regions or with certain customers due to U.S. sanctions or trade restrictions;

•inability to sell certain products, technologies, or services to countries, regions, facilities, or customers due to sanctions or trade restrictions;

•uncertainty regarding the U.S. government’s announced tariffs, potential changes to existing tariffs and whether additional tariffs may be imposed, modified or suspended;

•changes in a specific country's or region's political, economic or other conditions, including but not limited to changes that favor national interests such as the imposition of or increase in tariffs and reciprocal tariffs, and economic volatility;

•negative consequences from changes in tax laws;

•difficulty in protecting and enforcing intellectual property rights;

•injunctions or exclusion orders related to intellectual property disputes;

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•interruptions to transportation flows for delivery of parts to us and finished goods to our customers;

•supply chain disruptions;

•changes in foreign currency exchange rates;

•difficulty in staffing and managing foreign operations;

•local competition;

•differing labor regulations;

•unexpected changes in regulatory requirements;

•conflicting regulatory requirements within the jurisdictions in which we operate;

•inadequate local infrastructure;

•potential incidences of corruption and fraudulent business practices; and

•volatile geopolitical turmoil, including popular uprisings, regional conflicts, terrorism, and war.

We centralize most of our accounting processes at two locations: India and Malaysia. If conditions change in those countries, it may adversely affect operations, including impairing our ability to pay our suppliers. Our results of operations, as well as our liquidity, may be adversely affected and possible delays may occur in reporting financial results.

Further, even if we are able to successfully manage the risks of international operations, our business may be adversely affected if our business partners are not able to successfully manage similar risks.

Economic and political policies favoring national interests could adversely affect our results of operations.

Nationalistic economic policies and political trends such as sanctions or trade restrictions, including those on advanced computing and semiconductor manufacturing and design software, withdrawal from or re-negotiation of global trade agreements, increased tariffs and reciprocal tariffs, tax and local content policies that favor domestic industries and interests, changes to immigration laws or enforcement and other similar actions may result in conflicting local or regional requirements, increased transaction costs, reduced ability to hire employees, reduced access to components, supplies and materials, reduced demand or access to customers, and inability to conduct our operations as they have been conducted historically. Each of these factors may adversely affect our business.

There have been recent and ongoing changes to U.S. tariff policy, resulting in broad-based increases in tariff rates. Commencing in the second quarter of fiscal 2025, new U.S. tariffs applying to imports from all countries were announced, including significantly higher rates on imports from China. In response, several countries, including China, have imposed or threatened to impose retaliatory measures on imports from the U.S. The U.S. government has announced various modifications and delays to its tariff policy and further changes may be made in the future. Many of our suppliers, vendors, customers, partners, and other entities with whom we do business have strong ties to doing business in China and other countries impacted by the increased tariffs. Their ability to supply materials to us, buy products or services from us, or otherwise work with us is affected by their ability to do business in impacted countries. Continued uncertainty around trade policy could substantially change our cost of operating in such jurisdictions. Moreover, these tariffs and any other trade restrictions imposed on our customers or suppliers could adversely affect our financial results and position through reduced demand for our products and solutions, cancelled orders, supply chain disruptions, increased transaction costs, and increased expenses. If the U.S.’ relationship with countries subject to increased tariffs results in additional trade disputes, trade protection measures, retaliatory actions and increased barriers, policies that favor domestic industries, or increased import or export licensing requirements or restrictions, then our deployment of resources in jurisdictions affected by such measures could be misaligned and our operations may be adversely affected.

Volatile geopolitical turmoil, including popular uprisings, regional conflicts, terrorism and war could result in market instability, which could negatively impact our business results.

We are a global company with international operations, and we sell our products and solutions in countries throughout the world. Regional conflicts, including the Russian invasion of Ukraine, which resulted in economic sanctions and the decision to discontinue our operations in Russia, conflict in the Middle East, and the risk of increased tensions between China and Taiwan, could limit or prohibit our ability to transfer certain technologies, to sell our products and solutions, and could result in additional closure of facilities in sanctioned countries. In addition, international conflict could further result in global or regional market instability; increased energy costs, which could increase the cost of manufacturing, selling and delivering products and solutions; and increased risk of cybersecurity attacks, which could adversely impact our financial results.

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Our operating results and financial condition could be harmed if the markets into which we sell our solutions decline or do not grow as anticipated.

Visibility into our markets is limited. Our quarterly sales and operating results are highly dependent on the volume and timing of technology-related spending and orders received during the fiscal quarter, which are difficult to forecast and may be cancelled by our customers. In addition, our revenues and earnings forecasts for future fiscal quarters are often based on the expected seasonality or cyclicality of our markets. However, due to factors such as inflation, the potential for recession, trade barriers or restrictions, increased geopolitical tensions, including regional conflict and war, the markets we serve may experience increased volatility and may not experience the seasonality or cyclicality that we expect. Our customers’ markets may also be affected by changes in the legal regulatory regime. If our customers’ markets decline, orders may decline, may be delayed or cancelled, and we may not be able to collect outstanding amounts due to us. Such declines could harm our financial position, results of operations, cash flows and stock price, and could limit our profitability. In such an environment, pricing pressures could intensify. Since a significant portion of our operating expenses is relatively fixed in nature due to sales, R&D and manufacturing costs, if we were unable to respond quickly enough, these pricing pressures could further reduce our operating margins.

A decreased demand for our customers’ products or trade barriers or restrictions could adversely affect our results of operations.

Our business depends on our customers’ ability to manufacture, design, and sell their products in the marketplace. International trade disputes affecting our customers could adversely affect our business.

Many of our suppliers, vendors, customers, partners, and other entities with whom we do business have strong ties to doing business in China and other countries impacted by the increased tariffs. Increased tariffs on sales to or imports from impacted countries, including China, will increase the cost of our customers’ components and raw materials, which could make our customers’ products and services more expensive and could reduce demand for our customers’ products. A decrease in demand or significant change in operations from our customers due to international trade disputes could adversely affect our operating results and financial condition.

If the U.S.’ relationship with countries subject to increased tariffs results in additional trade disputes, trade protection measures, retaliatory actions and increased barriers, policies that favor domestic industries, or increased import or export licensing requirements or restrictions, we could suffer additional unforeseen adverse effects on our operating results and financial condition.

Our customers and suppliers have at times become subject to U.S. export restrictions and sanctions, such as being added to the U.S. Department of Commerce’s “Lists of Parties of Concern” and having U.S. export privileges denied or suspended. When a customer or supplier of ours becomes subject to such sanctions, we suspend our business with such customer or supplier. Because of the continued tense political and economic relationship between the U.S. and China and between the U.S. and Russia, new restrictions or sanctions have been imposed with little notice, which could leave us without an adequate alternative solution to compensate for our inability to continue to do business with such customer or supplier. Some of our suppliers and customers in the supply chain are working on unique solutions and products in the market, and it may be difficult if not impossible to replace them, especially with short notice. We cannot predict what impact future sanctions could have on our customers or suppliers, and therefore, our business. Any export restrictions or sanctions and any tariffs or other trade restriction imposed on our customers or suppliers could adversely affect our financial condition and business.

Failure to introduce successful new solutions and services in a timely manner to address increased competition, rapid technological changes, and changing industry standards could result in our solutions and services becoming obsolete.

We generally sell our solutions in industries that are characterized by increased competition through frequent new solution and service introductions, rapid technological changes and innovations and changing industry standards. In addition, many of the markets in which we operate are seasonal and cyclical. Without the timely introduction of new solutions, services and enhancements, our solutions and services will become technologically obsolete over time, in which case our revenue and operating results would suffer. Our ability to offer new solutions and services and to deploy them in a timely manner depend on several factors, including, but not limited to, our ability to:

•properly identify and assess customer needs;

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•innovate and develop new technologies, applications and solutions;

•successfully commercialize new technologies in a timely manner;

•manufacture and deliver our solutions in sufficient volumes and on time;

•differentiate our offerings from our competitors' offerings;

•price our solutions competitively;

•anticipate our competitors' development of new solutions, services or technological innovations; and

•control product quality in our manufacturing process.

Our future operating results may fluctuate significantly if our investments in innovative technologies are not as profitable as we anticipate.

On a regular basis, we review the existing technologies available in the market and identify strategic new technologies to develop and invest in. We devote significant resources to develop new technologies in communications, aerospace and defense, automotive and the Internet of Things. We invest in R&D, grow and deepen relationships with customers and suppliers, and direct our corporate and operational resources to develop innovative technologies. Our financial results could be harmed if we fail to expand our customer base, if demand for our solutions is lower than we expect, or if our revenue related to our innovative technologies is lower than we anticipate. We provide solutions for the design, development, and manufacturing stages of our customers’ workflow. Our customers who currently use our solutions in one stage of their workflow may not use our solutions in other aspects of their manufacturing process.

Failure to adjust our purchases due to changing market conditions or failure to estimate our customers’ demand could adversely affect our income.

Our income could be harmed if we are unable to adjust our purchases to address market fluctuations, including those caused by volatile global economic conditions including the impact of tariffs and reciprocal tariffs, geopolitical conflict, or the seasonal or cyclical nature of the markets in which we operate. The sale of our solutions and services are dependent, to a large degree, on customers whose industries are subject to seasonal or cyclical trends in the demand for their products. For example, the consumer electronics market is particularly volatile, making demand difficult to anticipate. Making such estimations in an economic climate affected by trade barriers, inflation or potential recession, fluctuations in global currency, geopolitical tension and war is particularly difficult as increased volatility may impact seasonal trends making it more difficult to anticipate demand fluctuations. Supply chain fluctuations could impact our ability to purchase parts and components. Some parts require custom design and may not be readily available from alternate suppliers due to their unique design or the length of time necessary for design work. Should a supplier cease manufacturing such a component, we would be forced to re-engineer our solution. In addition to discontinuing parts, suppliers may also extend lead times, limit supplies or increase prices due to capacity constraints or other factors. In order to secure components for the production of products, we may continue to enter into non-cancellable purchase commitments with vendors, or at times make advance payments to suppliers, which could impact our ability to adjust our inventory to declining market demands. Prior commitments of this type have resulted in an excess of parts when demand for electronic products has decreased. If demand for our solutions is less than we expect, we may experience additional excess and obsolete inventories and be forced to incur additional charges.

Dependence on contract manufacturing and outsourcing other portions of our supply chain may adversely affect our ability to bring solutions to market and damage our reputation. Dependence on outsourced information technology and other administrative functions may impair our ability to operate effectively.

As part of our efforts to streamline operations and to cut costs, we outsource aspects of our manufacturing processes and other functions and continue to evaluate additional outsourcing. If our contract manufacturers or other outsourcers fail to perform their obligations in a timely manner or at satisfactory quality levels, our ability to bring solutions to market and our reputation could suffer. For example, during a market upturn, our contract manufacturers may be unable to meet our demand requirements, which may preclude us from fulfilling our customers’ orders on a timely basis. The ability of these manufacturers to perform is largely outside of our control. Additionally, changing or replacing our contract manufacturers or other outsourced vendors could cause disruptions or delays. We outsource significant portions of our information technology (“IT”) and other administrative functions. Since IT is critical to our operations, any failure of our IT providers to perform could impair our ability to operate effectively. Problems with manufacturing or IT outsourcing could result in lower revenues and unrealized efficiencies and could impact our results of operations and stock price. Much of our outsourcing takes place in developing countries and, as a result, may be subject to heightened geopolitical uncertainty.

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Our operating results may suffer if our manufacturing capacity does not match the demand for our solutions.

Because we cannot immediately adapt our production capacity and related cost structures to rapidly changing market conditions, when demand is lower than our expectations, our manufacturing capacity will likely exceed our production requirements. During an economic downturn, if we had excess manufacturing capacity, our fixed costs associated with excess manufacturing capacity would adversely affect our income, margins and operating results. By contrast, if, during a general market upturn or an upturn in our business, we cannot increase our manufacturing capacity to meet product demand, we will not be able to fulfill all orders in a timely manner, which could lead to order cancellations, contract breaches or indemnification obligations. This inability could materially and adversely limit our ability to improve our income, margins and operating results.

Key customers or large orders may expose us to additional business and legal risks that could have a material adverse impact on our operating results and financial condition.

As a global company, we have key customers all over the world, although no one customer makes up more than 10 percent of our revenue. Sales to those customers could be reduced or eliminated as a result of failure to respond to customer needs, reduced customer demand, increased sales to our competitors, inability to manufacture or ship products and solutions, supply chain constraints, government requirements, trade restrictions, sanctions and embargoes. We have experienced forced reductions in sales and been prevented from selling large orders to certain key customers due to trade restrictions, which we have been able to mitigate with the addition of new customers and new business. If we have future reductions in sales or lose key customers, there is no guarantee that we will be able to mitigate the impact of such reductions or losses, which could negatively impact our income, operating results and financial condition.

Certain key customers have substantial purchasing power and leverage in negotiating contractual arrangements with us. These customers may demand contract terms that differ considerably from our standard terms and conditions. Large orders may also include severe contractual liabilities if we fail to provide the quantity and quality of product at the required delivery times or fail to meet other obligations. While we attempt to contractually limit our potential liability, we may agree to some or all of these provisions to secure these orders and grow our business. Such actions expose us to significant additional risks, which could result in a material adverse impact on our operating results and financial condition.

Industry consolidation and consolidation among our customer base may lead to increased competition and may harm our operating results.

There is potential for industry consolidation in our markets. As companies attempt to expand, strengthen or hold their market positions in an evolving industry, companies could be acquired or may be unable to continue operations. Companies that are strategic alliance partners in some areas of our business may acquire or form alliances with our competitors, thereby reducing their business with us. Industry consolidation may result in stronger competitors and could lead to more variability in our operating results and could have a material adverse effect on our business, operating results, and financial condition. Furthermore, particularly in the communications market, rapid consolidation would lead to fewer customers, with the effect that loss of a major customer could have a material impact on results not anticipated in a customer marketplace composed of more numerous participants.

Additionally, if there is consolidation among our customer base, our customers may be able to command increased leverage in negotiating prices and other terms of sale, which could adversely affect our profitability. If, as a result of increased leverage, customer pressures require us to reduce our pricing such that our gross margins are diminished, we could decide not to sell our solutions under such less favorable terms, which would decrease our revenue. Consolidation among our customer base may also lead to reduced demand for our solutions, replacement of our products by the combined entity with those of our competitors and cancellations of orders, each of which could harm our operating results.

Our acquisitions, strategic alliances, joint ventures, internal reorganizations and divestitures may result in financial results that are different than expected.

In the normal course of business, we may engage in discussions with third parties relating to possible acquisitions, strategic alliances, joint ventures and divestitures. Additionally, we occasionally make changes to our internal structure to align business products, services and solutions with market demands and to obtain cost synergies and operational efficiencies. As a result of such transactions, our financial results may differ from our own or the investment community’s expectations in a given fiscal quarter, or over the long-term. If market conditions or other factors lead us to change our strategic direction, we may not realize the expected value from such transactions or reorganizations. Further, such third-party transactions often have post-closing arrangements, including, but not limited to, post-closing adjustments, transition services, escrows or indemnifications, the financial results of which can be difficult to predict. Acquisitions and strategic alliances may require us to integrate a different company culture, management team, employees and business infrastructure into our existing operations without impacting the business operations of the newly acquired company. We may have difficulty developing, manufacturing and marketing the products of a newly acquired company in a way that enhances performance and expands the markets of the newly acquired company. The acquired company may not enhance the performance of our businesses or product lines such that we do

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not realize the value from expected synergies. Depending on the size and complexity of an acquisition, the successful integration of the entity depends on a variety of factors, including but not limited to:

•the achievement of anticipated cost savings, synergies, business opportunities and growth prospects from combining the acquired company;

•the scalability of production, manufacturing and marketing of products of a newly acquired company to broader adjacent markets;

•the ability to cohesively integrate operations, product definitions, price lists, contract terms and conditions, delivery, and technical support for products and solutions of a newly acquired company into our existing operations;

•the compatibility of our infrastructure, operations, policies and organizations with those of the acquired company;

•the retention of key employees and/or customers;

•the management of facilities and employees in different geographic areas; and

•the management of relationships with our strategic partners, suppliers, and customer base.

If we do not realize the expected benefits or synergies of such transactions, our consolidated financial position, results of operations, cash flows and stock price could be negatively impacted. Additionally, we may record significant goodwill and other assets as a result of acquisitions or investments, and we may be required to incur impairment charges, which could adversely affect our consolidated financial position and results of operations.

Any inability to complete acquisitions on acceptable terms could negatively impact our growth rate and financial performance.

Our ability to grow revenues, earnings and cash flow depends in part upon our ability to identify and successfully acquire and integrate businesses at appropriate prices and realize anticipated synergies and business performance. Identifying appropriate acquisition targets and closing acquisitions can be difficult for a variety of reasons, including, but not limited to, limited due diligence, high valuations, difficulty obtaining business and intellectual property evaluations, other interested parties, negotiations of the definitive documentation, satisfaction of closing conditions, the need to obtain antitrust or other regulatory approvals on acceptable terms, and availability of funding. The inability to close appropriate acquisitions on acceptable terms could adversely impact our growth rate, revenue, and financial performance.

We may need additional financing in the future to meet our capital needs or to make opportunistic acquisitions, and such financing may not be available on terms favorable to us, if at all, and may be dilutive to existing shareholders.

We may need to seek additional financing for our general corporate purposes. For example, we may need to increase our investment in R&D activities or need funds to make acquisitions. We may be unable to obtain any desired additional financing on terms favorable to us, if at all. If adequate funds are not available on acceptable terms, we may be unable to fund our expansion, successfully develop or enhance solutions or respond to competitive pressures, any of which could negatively affect our business. If we raise additional funds through the issuance of equity securities, our shareholders will experience dilution of their ownership interest. If we raise additional funds by issuing debt, we may be subject to further limitations on our operations and ability to pay dividends due to restrictive covenants.

We have outstanding debt and may incur other debt in the future, which could adversely affect our financial condition, liquidity and results of operations.

We currently have outstanding debt as well as availability to borrow under the Revolving Credit Facility and the Bridge Facility. We may borrow additional amounts in the future and use the proceeds from any future borrowing for general corporate purposes, future acquisitions, expansion of our business or repurchases of our outstanding shares of common stock.

Our incurrence of debt, and increases in our aggregate levels of debt, may adversely affect our operating results and financial condition by, among other things:

•requiring a portion of our cash flow from operations to make interest payments on outstanding debt;

•increasing our vulnerability to general adverse economic and industry conditions;

•reducing the cash flow available to fund capital expenditures and other corporate purposes and to grow our business; and

•limiting our flexibility in planning for, or reacting to, changes in our business and the industry.

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Our Revolving Credit Facility imposes restrictions on us, including restrictions on our ability to create liens on our assets and the ability of our subsidiaries to incur indebtedness, and requires us to maintain compliance with specified financial ratios. Our ability to comply with these ratios may be affected by events beyond our control. In addition, the indentures governing our senior notes contain covenants that may adversely affect our ability to incur certain liens. If we breach any of the covenants and do not obtain a waiver from the lenders, then, subject to applicable cure periods, our outstanding indebtedness could be declared immediately due and payable.

Volatility in currency exchange rates could adversely impact our financial results.

A substantial amount of our solutions are priced and paid for in U.S. Dollars, although many of our solutions are priced in local currencies and a significant amount of certain types of expenses, such as payroll, utilities, tax and marketing expenses, are paid in local currencies and could be impacted by significant currency exchange rate fluctuations. Our hedging programs are designed to reduce, but not entirely eliminate, within any given 12-month period, the impact of currency exchange rate movements, including those caused by currency controls, which could impact our business, operating results and financial condition by resulting in lower revenue or increased expenses. However, for expenses beyond a 12-month period, our hedging strategy will not mitigate our exchange rate risk. In addition, our currency hedging programs involve third-party financial institutions as counterparties. The weakening or failure of these counterparties may adversely affect our hedging programs and our financial condition through, among other things, a reduction in the number of available counterparties, increasingly unfavorable terms or the failure of counterparties to perform under hedging contracts.

We are or will be subject to ongoing tax examinations of our tax returns by the IRS and other tax authorities. An adverse outcome of any such audit or examination by the IRS or other tax authority could have a material adverse effect on our results of operations, financial condition and liquidity.

We are or will be subject to ongoing tax examinations of our tax returns by the IRS and other tax authorities in various jurisdictions. We regularly assess the likelihood of adverse outcomes resulting from ongoing tax examinations to determine the adequacy of our provision for income taxes. These assessments can require considerable estimates and judgments. Intercompany transactions associated with the sale of inventory, services, intellectual property and cost sharing arrangements are complex and affect our tax liabilities. The calculation of our tax liabilities involves uncertainties in the application of complex tax laws and regulations in multiple jurisdictions. The outcomes of these tax examinations could have an adverse effect on our operating results and financial condition. Due to the complexity of tax contingencies, the ultimate resolution of any tax matters related to operations may result in payments greater or less than amounts accrued.

Our effective tax rate may be adversely impacted by changes in our business mix or changes in the tax legislative landscape.

Our effective tax rate may be adversely impacted by, among other things, changes in the mix of our earnings among countries with differing statutory tax rates, changes in the valuation allowance of deferred tax assets, and changes in tax laws. We cannot give any assurance as to what our effective tax rate will be in the future because, among other things, there is uncertainty regarding the tax policies of the jurisdictions where we operate. Changes in tax laws, such as tax reform in the U.S. or changes in tax laws resulting from the Organization for Economic Co-operation and Development’s (“OECD”) multi-jurisdictional plan of action to address “base erosion and profit shifting” and the taxation of the “Digital Economy,” could impact our effective tax rate.

On June 14, 2019, the U.S. Department of the Treasury (“Treasury”) issued final regulations relating to Global Intangible Low Taxed Income (“GILTI”) under IRC § 951A (the “tax regulations”). The tax regulations contained language which disallowed GILTI tax deductions for intangible asset amortization resulting from the Singapore restructuring completed in 2018. During the third quarter of fiscal year 2024, we concluded, in response to recent U.S. Supreme Court decisions on a number of relevant cases, the evolving global tax landscape and other changes in circumstances, that Treasury exceeded regulatory authority and the intangible asset amortization should be deductible. We amended our U.S. federal income tax returns for the open tax years to claim the deduction and recognized the discrete benefit in the consolidated financial statements. The Singapore intangible assets will continue to be amortized for GILTI tax purposes until 2033. We believe the position meets the more likely than not recognition threshold.

If tax laws or incentives change or cease to be in effect, our income taxes could increase significantly.

We are subject to federal, state, and local taxes in the U.S. and numerous foreign jurisdictions. We devote significant resources to evaluating our tax positions and our worldwide provision for taxes. Any changes to the positions we have taken

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could result in an impact to our financial statements. Our financial results and tax treatment are susceptible to changes in tax, accounting, and other laws, including the Tax Cuts and Jobs Act, the Inflation Reduction Act and the One Big Beautiful Bill Act in the U.S, regulations, principles, and interpretations in the U.S. and in other jurisdictions where we do business. With the existence of economic and political policies that favor domestic interests, it is possible that more countries will enact tax laws that either increase the tax rates, or reduce or change the tax incentives available to multinational companies. Upon a change in tax laws in any territory where we do significant business, we may not be able to maintain our current tax rate or qualify for or maintain the benefits of any tax incentives offered, to the extent such incentives are offered.

Keysight benefits from tax incentives in several jurisdictions, most significantly in Singapore and Malaysia. The Malaysia tax incentive expires on October 31, 2025. The Singapore tax incentive expires on July 31, 2029. These tax incentives provide lower rates of taxation on certain classes of income and require thresholds of investments and employment in those jurisdictions. If we cannot or do not wish to satisfy all or portions of the tax incentives conditions, we will lose the related tax incentives and could be required to refund the benefits that the tax incentives previously provided. We believe that we will satisfy such conditions, but cannot guarantee that the tax environment will not change or that such conditions will be satisfied.

Our taxes could increase if the existing Malaysia and/or Singapore incentive is revoked or not renewed upon expiration. We cannot guarantee that we will qualify for any new incentive regime that may exist going forward. As a result, our effective tax rate could be higher than it would have been had we renewed the tax incentive and could harm our operating results after tax.

If we suffer a loss to our factories, facilities or distribution system due to a catastrophic event, including events caused by the effects of climate change, our operations could be significantly harmed.

Our factories, facilities and distribution system are vulnerable to catastrophic loss due to natural or man-made disasters. Volatile changes in weather conditions, including extreme heat or cold, could increase the risk of wildfires, floods, blizzards, hurricanes and other weather-related disasters, which can cause power outages and network disruptions that may impact operations and our ability to manufacture and ship products, which may negatively impact revenue. In addition, several of our facilities could be subject to a catastrophic loss caused by earthquake or other natural disasters due to their locations. For example, our production facilities, headquarters and laboratories in California and our production facilities in Japan are all located in areas with above-average seismic activity. If any of these facilities were to experience a catastrophic loss, it could disrupt our operations, delay production, shipments and revenue and result in large expenses to repair or replace the facility. Since we have consolidated our manufacturing facilities, we are more likely to experience an interruption to our operations in the event of a catastrophe in any one location. Although we carry insurance for property damage and business interruption, we do not carry insurance or financial reserves for interruptions or potential losses arising from earthquakes or terrorism. Even where insured, there is a risk that an insurer may deny or limit coverage or may become financially incapable of covering claims. Also, our third-party insurance coverage will vary from time to time in both type and amount depending on availability, cost and our decisions with respect to risk retention. Economic conditions and uncertainties in global markets may adversely affect the cost and other terms upon which we are able to obtain third-party insurance. If our third-party insurance coverage is adversely affected, or to the extent we have elected to self-insure, we may be at a greater risk that our operations will be harmed by a catastrophic loss.

Our commitment to net zero emissions in company operations by fiscal year 2040 will be subject to significant costs and regulations, which could impact business operations, processes, revenue, and reputation.

In May 2021, the company disclosed its commitment to achieving net zero Scope 1 and Scope 2 emissions by the end of fiscal year 2040. The company plans to meet this commitment by reducing energy consumption through efficiency and conservation measures, investments in renewable energy and selective purchase of certified offsets for residual emissions. The company also committed in September 2021 to developing approved science-based targets in line with limiting global warming to 1.5 degrees Celsius above pre-industrial levels. In addition to Scope 1 and Scope 2 emissions defined by our net zero goal, the company has developed Scope 3 reduction and engagement targets across relevant categories as part of our commitment to science-based targets, which were approved by Science Based Target Initiative (“SBTi”) on October 27, 2023. The development and implementation of goals and targets may require significant and expensive capital improvements, changes in product development, manufacturing processes and shipping methods. These changes may materially increase the cost to manufacture and ship products and solutions, result in price increases to customers, reduce product or solution performance, and create customer dissatisfaction, potentially adversely impacting our revenue and profitability.

Achieving net zero emissions goals and targets may entail compliance with evolving laws and regulatory requirements, which may cause us to change or reconfigure facilities and operations to meet regulatory standards. If operations are out of compliance, we may be subject to civil or criminal actions, fines and penalties and be required to make significant changes to facilities and operations and temporarily or permanently shut down non-compliant operations, which could result in business disruption and significant unexpected expense, delays in or inability to develop, manufacture and ship products and solutions, customer dissatisfaction, loss of revenue and damage to our reputation.

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If we are unable to sufficiently reduce Scope 1 and Scope 2 emissions through energy reduction measures or our investments in renewable energy are not successful, we may fail to achieve our net zero emission commitment by fiscal year 2040. If we are unable to achieve Scope 3 reduction and engagement targets, we may fail to achieve our commitment to science-based targets. Failing to achieve the company’s net zero or science-based targets commitments could result in regulatory non-compliance, criminal or civil actions against us, assessment of fees and penalties, inability to develop, manufacture and ship products, customer dissatisfaction with our products and solutions, reduced revenue and profitability, shareholder lawsuits and damage to our reputation.

Third parties may claim that we are infringing their intellectual property rights, and we could suffer significant litigation or licensing expenses or be prevented from selling solutions or services.

From time to time parties have claimed that one or more of our solutions or services infringe their intellectual property rights. We analyze and take action in response to such claims on a case-by-case basis. On January 1, 2022, Centripetal Networks filed a lawsuit in Federal District Court in Virginia, alleging that certain Keysight products infringe certain of Centripetal’s patents. In addition, in February 2022, Centripetal filed complaints in Germany alleging infringement of certain of Centripetal’s German patents, and in April 2022, Centripetal filed a complaint with the International Trade Commission (“ITC”) requesting that they investigate whether Keysight violated Section 337 of the Tariff Act (“Section 337”) and should be enjoined from importing certain products that are manufactured outside of the U.S. which are alleged to infringe Centripetal patents. On December 5, 2023, the ITC issued its Notice of Determination that Keysight did not unfairly import products in violation of Section 337 and the investigation was terminated. Centripetal has appealed this determination. On August 21, 2024, Keysight was served in Germany with a complaint filed in the Unified Patent Court alleging that certain Keysight products sold in Germany, France, Italy and the Netherlands infringe a European Centripetal patent. Although we deny the allegations and are aggressively defending each case, the outcome of existing proceedings, lawsuits and claims may differ from our expectations because the outcomes of litigation are often difficult to reliably predict.

Disputes and litigation regarding patents or other intellectual property are costly and time-consuming due to the complexity of our technology and the uncertainty of intellectual property litigation and could divert our management and key personnel from business operations. Claims of intellectual property infringement could cause us to enter into a costly or restrictive license agreement (which may not be available under acceptable terms, or at all), require us to redesign certain of our solutions (which would be costly and time-consuming) and/or subject us to significant damages or an injunction against the development, sale and importation of certain solutions or services. In certain of our businesses, we rely on third-party intellectual property licenses, and we cannot ensure that these licenses will be available to us in the future on terms favorable to us or at all.

Third parties may infringe our intellectual property rights, and we may suffer competitive injury or expend significant resources enforcing our intellectual property rights.

Our success depends in part on our proprietary technology, including technology we obtained through acquisitions. We rely on various intellectual property rights, including patents, copyrights, trademarks and trade secrets, as well as confidentiality provisions and licensing arrangements, to establish our proprietary rights. If we do not enforce our intellectual property rights successfully, our competitive position may suffer, which could harm our operating results.

Our pending patent, copyright and trademark registration applications may not be allowed or competitors may challenge the validity or scope of our patents, copyrights or trademarks. In addition, our patents, copyrights, trademarks and other intellectual property rights may not provide us with a significant competitive advantage. Different jurisdictions vary widely in the level of protection and priority they give to trademark and other intellectual property rights.

We may be required to spend significant resources monitoring our intellectual property rights, and we may or may not be able to detect infringement of such rights by third parties. Our competitive position may be harmed if we cannot detect infringement and enforce our intellectual property rights in a timely manner, or at all. Intellectual property rights and our ability to enforce them may be unavailable or limited in some countries, which could make it easier for competitors to infringe our intellectual property rights and could result in lost revenues to the company. Furthermore, some of our intellectual property is licensed to others, which allows them to compete with us using that intellectual property.

If we experience a significant cybersecurity attack or disruption in our IT systems or our products, our business, reputation, and operating results could be adversely affected.

We rely on several centralized IT systems as well as cloud-based service providers to provide solutions and services, maintain financial records, retain sensitive data such as intellectual property, proprietary business information, and data related to customers, suppliers, and business partners, process orders, manage inventory, process shipments to customers and operate other critical functions. The ongoing maintenance and security of this information is pertinent to the success of our business operations and our strategic goals.

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Despite the implementation of network security measures by us and our third-party service providers, our network and our data may be vulnerable to cybersecurity attacks, computer viruses, break-ins and similar disruptions. Our network security measures include, but are not limited to, the implementation of firewalls, antivirus protection, patches, log monitors, routine backups, offsite storage, network audits, employee training and routine updates and modifications. Despite our efforts and those of our service providers to create these security barriers, as new threats emerge, including the use of artificial intelligence by threat actors, it is virtually impossible to entirely eliminate this risk. Cybersecurity attacks are evolving and include, but are not limited to, ransomware attacks, malicious software, attempts to gain unauthorized access to data, and other electronic security breaches that could lead to disruptions in systems, unauthorized release of confidential or otherwise protected information and corruption of data. Any such event could have a material adverse effect on our business, reputation, operating results and financial condition, and no assurance can be given that efforts to reduce the risk of such attacks will be successful.

Our products may contain vulnerabilities that could be exploited by cybersecurity attackers, allowing them to introduce malicious code into our products to gain access to customer networks. Such attacks could lead to disruptions to our customers’ operations or processes, system downtime, financial loss, loss of their intellectual property, business information and proprietary data, or corruption of data, which could impact Keysight’s reputation, and result in loss of confidence in our products, loss of orders, and loss in revenue, which could materially impact our financial results. We proactively scan for vulnerabilities in our products and address them to minimize the potential for exploitation. We cannot eliminate the possibility of a successful cybersecurity attack or exploitation of undiscovered or not yet remediated vulnerabilities.

In an effort to improve information security, governments may enact rules, regulations, standards and attestation requirements. These requirements may be unclear, onerous, and compliance may be burdensome and costly. Additionally, the requirements may vary from jurisdiction to jurisdiction and may include differing or conflicting requirements. Compliance with the requirements could impact both the order availability of existing products as well as the introduction timing of new products, which could cause customers to stop purchasing our solutions and could impact our revenue and profits. The failure to comply with such requirements, once enacted, may result in lost orders, reduced revenue, fines, penalties and damage to our reputation.

In addition, our IT systems and those of our service providers may be susceptible to damage, disruptions, instability, or shutdowns due to power outages, hardware failures, telecommunication failures, user errors, implementation of new operational systems or software or upgrades to existing systems and software, catastrophes, or other unforeseen events. Such events could result in the disruption of business processes, network degradation and system downtime, along with the potential that a third party will exploit our critical assets, such as intellectual property, proprietary business information and data related to our customers, suppliers and business partners. Further, such events could result in loss of revenue, loss of or reduction in purchase orders, inability to report financial information, litigation, regulatory fines and penalties, and other damage that could have a material impact on our business operations. To the extent that such disruptions occur, our customers and partners may lose confidence in our solutions, and we may lose business or brand reputation, resulting in a material and adverse effect on our business operating results and financial condition.

Our business will suffer if we are not able to retain and hire key personnel.

Our future success depends partly on the continued service of our key research, engineering, sales, marketing, manufacturing, executive and administrative personnel, including personnel joining our company through acquisitions. The markets in which we operate are dynamic, and from time to time we may need to respond with reorganizations, reductions in workforce, salary freezes or reductions, or site closings. We believe our compensation packages are competitive within the regions in which we operate. If we fail to retain key personnel and are unable to hire highly qualified replacements, we may not be able to meet key objectives, such as launching effective product innovations, meeting financial goals and maintaining or expanding our business. We rely occasionally on hiring qualified international candidates or transferring employees between the United States and several foreign countries. The immigration process can be subject to frequent changes and limitations.,We may experience difficulty in obtaining work authorizations for some of our employees that are foreign nationals transferring to the United States and other key countries where we operate, which could negatively impact our ability to strategically locate our personnel. Changes to immigration policies and quotas impacting the granting of visas for higher education candidates and knowledge-based workers in many jurisdictions where we operate could impact our ability to recruit and retain the highly-trained and accomplished talent needed to maintain our operations.

If we fail to maintain satisfactory compliance with certain regulations, we may be subject to substantial negative financial consequences and civil or criminal penalties.

We and our customers are subject to various significant international, federal, state and local regulations, including, but not limited to, export regulations, sanctions and embargoes, packaging, data privacy, product content, environmental, health and safety and labor. These regulations are complex, change frequently and may become more stringent over time. We have been required to incur significant expenses to comply with these regulations and to remedy violations of certain impo

Keysight Technologies, Inc. 10-Q