Keysight Technologies (KEYS) 10-K risk factor changes: FY2021 vs FY2020

Global health crises, such as the COVID-19 pandemic, [removed: could] have [added: had an impact on our supply chain and could have] a material impact on our global [removed: operations and the operations of] [added: operations,] our [removed: supply chain,] customers and vendors, which could adversely impact our business results and financial condition.

In response to the rapid global spread of the virus, national, state, and local governments issued orders and recommendations to attempt to reduce [removed: the further] spread of the disease.

[removed: In response to these measures and to] [added: To] protect the health and safety of our employees, we temporarily closed our facilities globally and asked [removed: all] employees who can work from home to do so for the foreseeable [removed: future, made substantial changes to employee travel policies, and canceled training and marketing events or moved them to a virtual format.][added: future.]

Fluctuation in infection rates [removed: in] [added: have continued and] the [removed: regions in which we operate has] [added: appearance of new and more easily transmitted variants of COVID-19, such as the Delta variant, have] resulted in periodic changes in restrictions that vary from region to region and require vigilant attention and rapid [removed: response to new or reinstated restrictions.][added: response.]

The uncertain duration and severity of the [removed: pandemic,] [added: pandemic caused by COVID-19 and its variants,] as well as [added: continued] periodic spikes in infection rates, local outbreaks of the virus [added: and its variants] or potential outbreaks on our sites or supplier, customer or vendor sites, in spite of safety [removed: measures,] [added: measures or vaccinations, where available,] could cause [removed: further shutdowns of] [added: disruptions to] our operations or those of our suppliers, customers or vendors.

[removed: Any outbreaks] [added: Outbreaks] causing renewed implementation or extension of existing government orders [added: or new orders or mandates, such as government-imposed vaccine mandates,] could also impact the availability of our employees or other [removed: workers.][added: workers or could lead to attrition of key employees, which could further impact our ability to manufacture, ship or deliver products and solutions to customers.]

[removed: Customers] [added: Global shifts in customer demand and raw material supply due to COVID-19] could [removed: reduce] [added: result in delayed or canceled orders and our customers’ reduced] spending, [removed: causing] reduced demand for products and solutions, [removed: delayed or canceled orders,] and [added: their] inability to pay for products and solutions.

[removed: | • |] [added: -] reduced demand for our solutions, delays in the shipment of orders or increases in order cancellations; [removed: |]

[removed: | • |] [added: -] increased risk of excess and obsolete inventory; [removed: |]

[removed: | • |] [added: -] increased price pressure for our solutions and services; and [removed: |]

[removed: | • |] [added: -] greater risk of impairment to the value, and a detriment to the liquidity, of our future investment portfolio. [removed: |]

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 [added: by our customers.]

However, due to the uncertainties and [removed: negative] [added: volatile] economic environment created by the [removed: current] [added: continuing] global pandemic, the markets we serve may experience increased volatility and may not experience the seasonality or cyclicality that we expect.

Nationalistic economic policies and political trends in the United States, the United Kingdom, the European Union, Singapore, Malaysia and China among other countries, such as opposition to globalization and free trade, sanctions or trade restrictions, withdrawal from or re-negotiation of global trade agreements, tax policies that favor domestic industries and interests, the [removed: exit of the United Kingdom from the European Union (known as Brexit), the] distancing or potential exit of other countries from the European Union, and other similar actions may result in increased transaction costs, reduced ability to hire employees, reduced access to supplies and materials, reduced demand or access to customers in international markets, and inability to conduct our operations as they have been conducted historically.

[removed: The deterioration of] [added: If] the U.S.’s relationship with China [removed: could result] [added: results] in additional trade disputes, trade protection measures, retaliatory actions, tariffs 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 due to such changes in the economic and political ecosystem in which our suppliers, vendors, customers, partners, and other entities with whom we do business operate.

Protectionist and retaliatory trade measures by either China or the United States could limit our customers’ ability to sell their products and services and could reduce demand [removed: of] [added: for] our customers’ products.

In addition to the above, our customers and suppliers could become subject to U.S. export restrictions and sanctions, such [removed: as,] [added: 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.

Because of the [removed: increasingly] [added: continued] tense political and economic relationship between the United States and China, new sanctions could be 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.

However, there can be no assurances that our international sales will continue at existing levels or grow in accordance with our effort to [removed: increase foreign market penetration.]

In addition, many of our employees, contract manufacturers, suppliers, [removed: job functions] and manufacturing [added: facilities are located outside the United States.]

[removed: | • |] [added: -] negative impact of a country’s response to the global COVID-19 pandemic or an imposed reduction in economic activity and other economic and political measures taken to contain the spread of COVID-19; [removed: |]

[removed: | • |] [added: -] changes in a specific country's or region's political, economic or other conditions, including but not limited to changes that favor national interests and economic volatility; [removed: |]

[removed: | • |] [added: -] negative consequences from changes in tax laws; [removed: |]

[removed: | • |] [added: -] difficulty in protecting intellectual property; [removed: |]

[removed: | • | interruption] [added: - existing interruptions] to transportation flows for delivery of parts to us and finished goods to our customers; [removed: |]

[removed: | • |] [added: -] changes in foreign currency exchange rates; [removed: |]

[removed: | • |] [added: -] difficulty in staffing and managing foreign operations; [removed: |]

[removed: | • |] [added: -] local competition; [removed: |]

[removed: | • |] [added: -] differing labor regulations; [removed: |]

[removed: | • |] [added: -] unexpected changes in regulatory requirements; [removed: |]

[removed: | • |] [added: -] inadequate local infrastructure; [removed: |]

[removed: | • |] [added: -] potential incidences of corruption and fraudulent business practices; and [removed: |]

[removed: | • |] [added: -] volatile geopolitical turmoil, including popular uprisings, regional conflicts, terrorism, and war. [removed: |]

[removed: | • |] [added: -] properly identify customer needs; [removed: |]

[removed: | • |] [added: -] innovate and develop new technologies, services and applications; [removed: |]

[removed: | • |] [added: -] successfully commercialize new technologies in a timely manner; [removed: |]

[removed: | • |] [added: -] manufacture and deliver our solutions in sufficient volumes and on time; [removed: |]

[removed: | • |] [added: -] differentiate our offerings from our competitors' offerings; [removed: |]

[removed: | • |] [added: -] price our solutions competitively; [removed: |]

[removed: | • |] [added: -] anticipate our competitors' development of new solutions, services or technological innovations; and [removed: |]

Employees who were not able to work effectively from home were brought back to work at our sites with strict safety protocols in place, which are in compliance with local regulations, recommendations from our medical director and guidance from the Centers for Disease Control and the World Health Organization.

Plans to return all employees to Keysight facilities at pre-COVID-19 levels were temporarily delayed by the emergence of the Delta variant.

As new variants of the virus appear, especially variants that are more easily spread, cause more serious outcomes, or are resistant to existing vaccines, new health orders and safety protocols could further impact our on-site operations and our ability to collaborate globally with customers, suppliers, and internal colleagues.

The pandemic has led to global supply chain challenges, which have adversely impacted our ability to procure certain components and could impact our ability manufacture products and cause delays in delivery of our solutions to our customers.

The current impact of COVID-19 on the supply chain globally could impact our markets and harm our business.

increase foreign market penetration.

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, 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.

Our hedging programs are designed to reduce, but not entirely eliminate, within any given 12-

Such extreme weather events can cause power outages and network disruptions that may result in disruption to operations and may impact our ability to manufacture and ship product, which may negatively impact revenue.

This could result in adverse impact to the available workforce, damage to or destruction of inventory, inability to manufacture and deliver solutions, cancellation of orders, and breaches of customer contracts leading to reduced revenue.

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 will develop Scope 3 reduction and engagement targets across relevant categories as part of our commitment to science-based targets.

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.

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.

such as intellectual property, proprietary business information and data related to our customers, suppliers and business partners.

internal control over financial reporting requirements.

the calling of special meetings of shareholders, the business that may be conducted or considered at annual or special meetings, the advance notice of shareholder business and nominations, shareholder action by written consent, the number, tenure, qualifications and removal of our directors, the filling of our board vacancies, director and officer indemnification and amendments of the bylaws).

Such orders included movement control and shelter-in-place orders, travel restrictions, limitations on public gatherings, school closures, social distancing requirements and the closure of all but critical and essential services and infrastructure.

As a supplier to some critical and essential businesses, we have restarted on-site operations using only employees who are not able to work effectively from home and where doing so is in compliance with local regulations and our COVID-19 safety procedures.

Our customers, suppliers and vendors are all subject to these restrictions and orders and are similarly impacted.

As more is understood about the virus and how it is spread, new health orders and safety protocols could further impact our on site operations.

Adverse impact to our suppliers could adversely impact our ability to procure components and materials, causing an inability to manufacture products or solutions.

Lack of employee availability due to shutdowns caused by government orders, illness, or quarantine requirements could further impact our ability to manufacture, ship or deliver products and solutions to customers.

Continued implementation of measures to reduce the spread of the virus may impact our ability to collaborate globally with customers, suppliers, and internal colleagues.

Continued uncertainty and market volatility could result in a national or global recession, which could create additional market and global financial instability.

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by our customers.

The broader semiconductor market is one of the drivers for our business, and therefore, a decrease in the semiconductor market could harm our business.

facilities are located outside the United States.

For example, when the 5G standards are published, we may not be able to produce a satisfactory return on investment if our strategic vision and the resources that we are spending on developing our presence in the 5G technology industry turn out to be misaligned with such standards.

obligations.

Although no one customer makes up more than 10 percent of our revenue, trade restrictions, sanctions and embargos could force reductions in sales to or prevent us from selling large orders to certain key customers, which could impact our income, operating results and financial condition.

We believe that our properties and operations at our facilities

This report contains forward-looking statements including, without limitation, statements regarding trends, seasonality, cyclicality and growth in, and drivers of, the markets we sell into, our strategic direction, [removed: our future effective tax rate and tax valuation allowance,] 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 local government regulations on our ability to pay vendors or 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, our transition to lower-cost regions, the existence of political or economic instability, [added: the impact of] increased trade tension and tightening of export control regulations, [added: the] impact of [added: compliance with the August 2, 2021 Consent Agreement with the Directorate of Defense Trade Controls, Bureau of Political-Military Affairs, Department of State, continued impacts to the supply chain, government mandates related to] pandemic conditions such as [removed: the] [added: a] novel [added: strain of] coronavirus [removed: ("COVID-19"),] [added: (“COVID-19”) and its variants, impacts related to net zero emissions commitments,] the impact of volatile weather caused by environmental conditions such as climate change, and our [removed: and the combined group's] estimated or anticipated future results of operations, that involve risks and uncertainties.

We also offer customization, consulting and optimization services throughout the customer's product [added: development] lifecycle, including start-up assistance, asset management, up-time services, application services and instrument calibration and repair.

[removed: As a result of this organizational change, we now] [added: We] have two reportable operating segments, the Communications Solutions Group and the Electronic Industrial Solutions Group.

Such orders included movement control and shelter-in-place orders, travel restrictions, limitations on public gatherings, school closures, social distancing [removed: requirements] [added: requirements, vaccine mandates] and the closure of all but critical and essential services and infrastructure.

Working with local governments and health officials to implement health and safety measures at all of our locations, we have re-opened [removed: many] [added: most] sites worldwide and significantly ramped our production and services [removed: operations, despite the ongoing broader industry supply chain challenges.][added: operations.]

[removed: Our revenue] [added: Revenue] for [removed: 2020 was lower when] [added: both the Communications Solutions Group and Electronic Industrial Solutions Group declined as] compared to 2019 due to [added: the impact of] site closures and supply chain disruptions [removed: resulting from the temporary shutdown of our production facilities] related to the COVID-19 pandemic.

We are still in the early market stages for [removed: emerging technologies,] [added: technologies] such as [removed: 5G,] [added: 5G/6G,] next-generation automotive, internet of things ("IoT") and defense modernization and expect technology investments to continue.

We continue to closely monitor the current macro environment related to trade, tariffs, monetary and fiscal policies, [removed: as well as] pandemics or epidemics, such as the [removed: recent] COVID-19 [removed: outbreak.][added: outbreak, and the related global supply chain challenges.]

[removed: While we expect ongoing COVID-19 demand and supply chain headwinds over the next few quarters, we] [added: We] remain confident in our long-term secular market growth trends and the strength of our operating model.

*Years ended October 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018*][added: 2019*]

Total orders for [removed: 2019] [added: 2021] were [removed: $4,441] [added: $5,356] million, an increase of [removed: 9] [added: 18] percent when compared to [removed: 2018.][added: 2020.]

[removed: Foreign] currency movements had an [removed: unfavorable] [added: immaterial] impact [removed: of 1 percentage point] on the year-over-year comparison.

Revenue associated with acquisitions had a 1 [removed: percent] [added: percentage point] favorable impact on revenue for 2020 when compared to 2019.

Revenue of [removed: $4,303] [added: $4,941] million for [removed: 2019] [added: 2021] increased [removed: 11] [added: 17] percent when compared to [removed: 2018.][added: 2020.]

Revenue associated with acquisitions [removed: and divestitures] had a [removed: net neutral] [added: 1 percentage point favorable] impact on [removed: the] revenue [removed: growth] for [removed: 2019] [added: 2020] when compared to [removed: 2018.][added: 2019.]

Revenue [removed: grew in] [added: for] both the Communications Solutions Group and the Electronic Industrial Solutions [removed: Group, with commercial communications leading] [added: Group grew as compared to 2020, driven by strong demand across all] the [removed: growth.][added: regions and markets.]

Revenue from the Communications Solutions Group and the Electronic Industrial Solutions Group represented approximately [removed: 74] [added: 71] percent and [removed: 26] [added: 29] percent, respectively, of total revenue for [removed: 2019.][added: 2021.]

Net income was [removed: $627] [added: $894] million in [removed: 2020] [added: 2021] compared to net income of [removed: $621] [added: $627] million and [removed: $165] [added: $621] million in [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] respectively.

In [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018,] [added: 2019,] we generated operating cash flows of [removed: $1,016] [added: $1,322] million, [removed: $998] [added: $1,016] million and [removed: $555] [added: $998] million, respectively.

Results from Operations - Years ended October 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018][added: 2019]

| | [added: | |] Year Ended October 31, | | | | | | | | | | | | [removed: 2020] [added: | | | | | | 2021] over [removed: 2019] [added: 2020] % Change | | [removed: 2019] [added: | | | | 2020] over [removed: 2018] [added: 2019] % Change | [added: | |]

| | [added: | | 2021 | | | | | |] 2020 | | | | [added: | |] 2019 | | | | [removed: 2018] | | | | | | | [added: | | | |]

| | [added: | |] (in millions) | | | | | | | | | | | | | | | [added: | | | | | | | | | | | |]

| Revenue: | | | | | | | | | | | | | | | | [added: | | | | | | | | | | | | | |]

| Products | [added: | |] $ | [added: 4,050 | | | | | $ |] 3,432 | | | [added: | |] $ | 3,554 | | | [removed: $] | [removed: 3,229] | [added: 18%] | | [added: | | | |] (3)% | | [removed: 10%] |

| Services and other | [added: | | 891 | | | | | |] 789 | | | | [added: | |] 749 | | | | [removed: 649] | | [added: 13%] | | [added: | | | |] 5% | | [removed: 15%] |

| Total revenue | [added: | |] $ | [added: 4,941 | | | | | $ |] 4,221 | | | [added: | |] $ | 4,303 | | | [removed: $] | [removed: 3,878] | [added: 17%] | | [added: | | | |] (2)% | | [removed: 11%] |

| | [added: | |] Year Ended October 31, | | | | | | | | | [removed: 2020] [added: | | | | | | | | | 2021] over [removed: 2019] [added: 2020] % Change | | [removed: 2019] [added: | | | | 2020] over [removed: 2018] [added: 2019] % Change | [added: | |]

| | [added: | | 2021 | | | | | |] 2020 | | | [added: | | |] 2019 | | | [removed: 2018] | | | | | | [added: | | | | | |]

| % of total revenue: | | | | | | | | | | | | | [added: | | | | | | | | | | | | | | | | |]

| Products | [removed: 81] | [added: | 82 | |] % | | [removed: 83] | [added: | 81 | |] % | | [added: | |] 83 | [added: |] % | | [added: | | 1% | | | | | |] (2)% | | [removed: —] |

| Services and other | [removed: 19] | [added: | 18 | |] % | | [removed: 17] | [added: | 19 | |] % | | [added: | |] 17 | [added: |] % | | [added: | | (1)% | | | | | |] 2% | | [removed: —] |

| Total | [added: | |] 100 | [added: |] % | | [added: | |] 100 | [added: |] % | | [added: | |] 100 | [added: |] % | | | | | [added: | | | | | | | |]

The following table provides the percent change in revenue for the years ended October 31, [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] by geographic region, including and excluding the impact of foreign currency movements, as compared to the respective prior year.

| | [added: | |] Year over Year % Change | | | | | | | | | | | [added: | | | | | | | | | |]

| | [removed: 2020] [added: | | 2021] over [removed: 2019] [added: 2020] | | | | | | [removed: 2019] [added: | | | | | | 2020] over [removed: 2018] [added: 2019] | | | | | [added: | | | |]

| Geographic Region | [added: | |] actual | | | [added: | | |] currency adjusted | | | [added: | | |] actual | | | [added: | | |] currency adjusted | | [added: |]

| Americas | [removed: (5] | [removed: )%] | [added: 22] | [removed: (5] | [removed: )%] [added: %] | | [removed: 12] | [added: | 22 | |] % | | [removed: 12] | [added: | (5) | |] % | [added: | | | (5) | | % |]

| Europe | [removed: (5] | [removed: )%] | [added: 18] | [removed: (6] | [removed: )%] [added: %] | | [removed: (2] | [removed: )%] | [added: 14] | [removed: 1] | % | [added: | | | (5) | | % | | | | (6) | | % |]

| Asia Pacific | [removed: 2] | [added: | 13 | |] % | | [removed: 2] | [added: | 12 | |] % | | [removed: 16] | [added: | 2 | |] % | | [removed: 17] | [added: | 2 | |] % |

*COVID-19 pandemic and related supply chain disruptions*

Our global operations have been and continue to be affected by the ongoing global pandemic of COVID-19 and the resulting volatility and uncertainty it has caused in the U.S. and international markets.

During the year ended October 31, 2021, governments in many countries, including the United States, continued to issue orders and recommendations to attempt to reduce the further spread of the disease.

Plans to return all employees to Keysight facilities at pre-COVID-19 levels were temporarily delayed by the emergence of the Delta variant.

The pandemic has led to global supply chain challenges that have adversely impacted our ability to procure certain components, which in some cases is impacting our ability to manufacture products and causing delays in delivery of our solutions to our customers.

We realized the most notable impacts of the COVID-19 virus control measures in the last half of the second quarter and continuing into the third quarter of fiscal 2020, with sequential improvement each quarter thereafter.

During the year ended October, 31, 2020, our orders, revenues and margins were adversely impacted by site closures and supply chain disruptions resulting from the global disruptions and shutdown of our production facilities, resulting in a soft prior-period compare.

Foreign currency movements and acquisitions each contributed 1 percentage point to the order growth for 2021 when compared to 2020.

Foreign

Foreign currency movements and acquisitions each contributed 1 percentage point to the revenue growth for 2021 as compared to 2020.

The increase in net income for 2021 when compared to 2020 was primarily driven by higher revenue volume, lower amortization of acquisition-related balances and lower income tax expense, partially offset by an increase in variable people-related costs, higher R&D investments, lower operating income due to a one-time prior-period gain related to an insurance settlement, a loss on a partial settlement of our Netherlands defined benefit plan and the incremental costs of acquired businesses.

*Outlook*

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For the year ended October 31, 2021, revenue grew across all the regions.

At October 31, 2021, our unfilled backlog was approximately $2,115 million as compared to approximately $1,709 million at October 31, 2020, primarily driven by strong order growth and an increase in solutions sales with a longer order-to-revenue cycle.

We expect the majority of unfilled backlog to be recognized as revenue within six months.

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| | | | Year Ended October 31, | | | | | | | | | | | | | | | | | | 2021 over 2020 % Change | | | | | | 2020 over 2019 % Change | | |

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Selling, general and administrative expenses increased 9 percent in 2021 compared to 2020, primarily driven by increases in variable and other people-related costs, infrastructure-related costs and incremental costs of acquired businesses, partially offset by reductions in travel and marketing-related costs due to COVID-19 related disruptions.

Operating margin increased 4 percentage points in 2021 when compared to 2020, primarily driven by gross margin gains and lower operating expenses as a percentage of sales.

The decrease in net other income for 2021 when compared to 2020 was driven by a $16 million loss on partial settlement of our Netherlands defined benefit plan and higher amortization of net actuarial

losses.

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| | | | 2021 | | | | | | 2020 | | | | | | 2019 | | |

| Effective tax rate | | | 11 | | % | | | | 18 | | % | | | | 13 | | % |

The effective tax rate was 11 percent, 18 percent, and 13 percent for 2021, 2020 and 2019, respectively.

The decrease in the effective tax rate from 2020 to 2021 is due to a change in the jurisdictional mix of non-U.S. earnings offset by an increase in U.S. taxes on non-U.S. earnings, a decrease due to the release of valuation allowance on Netherlands net operating losses in 2021, and a decrease due to the 2021 actual tax impact of acquired entity integration as compared to the estimate at acquisition based on the finalization of the integration plan.

The increase in tax benefit from 2020 to 2021 is primarily due to a change in the jurisdictional mix of non-U.S. earnings, which increased the earnings taxed at incentive tax rates in 2021.

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 an adequate provision for any adjustments that may result from tax examinations.

However, the outcome of tax examinations cannot be predicted with certainty.

We completed an organizational change in 2020 to manage our former Ixia Solutions Group within our Communications Solutions Group to enable us to create improved go-to market and product development alignment as well as accelerate solution synergies as new technologies emerge.

Prior period segment results were revised to conform to the current presentation.

*Impact of COVID-19 pandemic and outlook*

In March 2020, the World Health Organization declared COVID-19 as a global pandemic.

In response to the rapid global spread of the virus, national, state, and local governments issued orders and recommendations to attempt to reduce the further spread of the disease.

In response to these measures and to protect the health and safety of our employees, we temporarily closed our locations globally, including our production and order fulfillment facilities, asked all employees who can work from home to do so for the foreseeable future, made substantial changes to employee travel policies, and canceled training and marketing events or moved them to a virtual format.

Our customers, suppliers and vendors have been subject to these restrictions and orders and have been similarly impacted.

Fluctuation in infection rates in the regions in which we operate have resulted in periodic changes in restrictions that vary from region to region and require vigilant attention and rapid response to new or reinstated restrictions.

We have restarted on-site operations using only employees who are not able to work effectively from home and where doing so is in compliance with local regulations and our COVID-19 safety procedures.

We continue to make significant investment in research and development ("R&D") and have taken necessary steps to sustain employee productivity and deliver on our customer commitments, particularly those who provide essential services, and support the communities in which we operate around the world.

Also, given the uncertainty of the duration or severity of the pandemic, we took proactive measures to reduce costs and preserve liquidity, while supporting our customers and advancing key projects.

These measures included a temporary hiring freeze and a reduction in other discretionary spending, along with reductions in variable compensation and outsourced manufacturing costs enabled by our flexible cost structure.

The impact of lower revenue on gross margin and operating margin was more than offset by favorable mix and lower discretionary spending as a result of our mitigation efforts.

We continue to see steady demand across several end markets, with on-going investment in next-generation technologies, such as 5G, 400G and advanced semiconductor node processes, while demand decreased in other markets, such as automotive and energy.

We have complied and will continue to comply with recent U.S. Department of Commerce export control regulations.

Risk Factors.”

Orders associated with acquisitions and divestitures had a net neutral impact on the order growth for 2019 when compared to 2018.

Order growth in Asia Pacific and the Americas was partially offset by a decline in Europe.

Revenue for both the Electronic Industrial Solutions Group and the Communications Solutions Group declined year over year due to the impact of site closures and supply chain disruptions related to the COVID-19 pandemic.

The increase in net income for 2019 when compared to 2018 was driven by a non-recurring goodwill impairment charge in 2018, higher revenue volume, highly differentiated solutions, favorable mix, and lower acquisition and integration costs, partially offset by a favorable income tax benefit in the prior period from U.S. tax legislation, and higher R&D investments in leading-edge technologies and key growth opportunities in our end markets.

In 2020, we recognized an operating gain of $32 million as a result of a final insurance settlement of $37 million for replacement of capital and recovery of expenses associated with the 2017 northern California wildfires.

In 2019 and 2018, we recognized operating expenses of $3 million and $7 million, respectively, net of expected insurance recoveries, and received insurance proceeds of $22 million and $68 million, respectively.

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Foreign currency movements had an immaterial impact on the revenue decline for 2020.

For the year ended October 31, 2019, revenue increased in Asia Pacific and the Americas, partially offset by a decline in Europe.

At October 31, 2020, our unfilled backlog was approximately $1,709 million as compared to approximately $1,380 million at October 31, 2019.

Consistent with our strategy, we are seeing an increase in solution sales, which have a longer order-to-revenue conversion cycle; however, we expect that the majority of unfilled backlog will be recognized as revenue within six months.

| Goodwill impairment | $ | — | | | $ | — | | | $ | 709 | | | — | | — |

Sales of previously written-down inventory were $2 million in each of 2020, 2019 and 2018.

Research and development expense as a percent of total revenue was 17 percent in 2020 and 16 percent in each of 2019 and 2018.

Selling, general and administrative expenses decreased 4 percent in 2019 compared to 2018, primarily driven by declines in litigation, restructuring, and acquisition and integration costs, partially offset by an increase in people-related costs.

In 2018 we recorded a goodwill impairment charge of $709 million related to the Ixia acquisition based on the results of our annual impairment test of goodwill.

See Note 11, "Goodwill and Other Intangible Assets," to our consolidated financial statements for additional information.

Other operating expense (income), net for 2018 also includes income from business divestitures.

by lower revenue volume.

The increase in headcount was primarily driven by acquisitions.

For further discussion of derivative financial instruments, see Note [removed: 14,] [added: 9,] "Derivatives."

[removed: *Currency] [added: Currency] exchange rate [removed: risk*][added: risk]

In anticipation of these foreign currency cash flows and in view of the volatility of the currency market, we enter into [removed: such] foreign exchange contracts as described above to substantially mitigate our currency risk.

In [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018,] [added: 2019,] approximately [removed: 76] [added: 77] percent, [removed: 74] [added: 76] percent and [removed: 76] [added: 74] percent of our revenues were generated in U.S. dollars.

The unfavorable effects of changes in foreign currency exchange rates, principally as a result of the strength of the U.S. dollar, [removed: has] [added: had] an immaterial [added: impact] on our revenue in the year ended October 31, [removed: 2020.][added: 2021.]

As of October 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] the analysis indicated that these hypothetical market movements would not have a material effect on our consolidated financial position, results of operations or cash flows.

[removed: *Interest] [added: Interest] rate [removed: risk*][added: risk]

As of October 31, [removed: 2020,] [added: 2021,] a hypothetical 10 percent increase in interest rates would have decreased the fair value of the company’s fixed-rate long-term debt by approximately [removed: $18] [added: $17] million.

We also offer customization, consulting and optimization services throughout the customer's product [added: development] lifecycle, including start-up assistance, asset management, up-time services, application services and instrument calibration and repair.

We generated [removed: $4.2] [added: $4.9] billion, [removed: $4.3] [added: $4.2] billion and [removed: $3.9] [added: $4.3] billion of revenue in fiscal years [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018,] [added: 2019,] respectively.

Revenue, income from operations and assets by business segment as of and for the fiscal years ended October 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018] [added: 2019] are provided in Note [removed: 21,] [added: 16,] "Segment Information," to our consolidated financial statements.

We had more than [removed: 17,000] [added: 17,500] direct customers for our solutions and services in fiscal year [removed: 2020] [added: 2021] and [removed: approximately 30,000] [added: greater than 32,000] customers including indirect channels.

[removed: | • |] [added: -] Expanding our software-centric solutions to meet customer needs and increase recurring revenue [removed: |]

[removed: | ◦ | *Eggplant] [added: ◦*Eggplant] software test automation.* The Eggplant software test automation platform uses artificial intelligence ("AI") and [removed: analytics] [added: machine learning] to automate test creation and test execution and to create an innovative force in the automated test market with next generation software testing technology. [removed: Our acquisition of Eggplant in fiscal 2020 extends our core test capabilities in physical layer, communications, and network protocol design and test with intelligent automated test |]

[added: The Eggplant platform extends our core test] capabilities [added: in physical layer, communications, and network protocol design and test with intelligent automated test capabilities] to enable integrated performance and user experience testing of our customers' solutions across multiple industry verticals.

[removed: | ◦ | *Subscription-based business models.* Significant portions of Keysight’s broad software portfolio are sold to customers on a one-time basis, granting the customer a license to use the software in perpetuity.] We are in the process of adding subscription-based purchasing alternatives to more of our software, in some cases phasing out perpetual [removed: access] [added: access,] and [removed: in] [added: for] some [removed: cases of] new product offerings, never offering perpetual terms, in order to provide customers with regular updates and predictable expense outlays, while increasing our [removed: stream of] recurring revenues. [removed: Services components of our solutions such as KeysightCare are also increasingly provided on a subscription basis as part of this strategy. |]

[removed: | • |] [added: -] Providing complete solutions with services [removed: |]

[removed: | ◦ | The breadth of our service offerings enables Keysight to provide customers with complete solutions that incorporate both leading product capabilities and the appropriate services and support. We have expanded and deepened our service offerings beyond a strong foundation of calibration and repair to include customization, consulting and optimization services.] Support offerings such as KeysightCare, asset optimization, technology refresh and other value-added services enable us to provide complete customer solutions across a broad set of communications and electronics markets, technologies and industries. [removed: |]

[removed: | • |] [added: -] Investing early to achieve first-to-market solutions [removed: |]

[removed: | ◦ | *Network test solutions.* The rapidly growing number of high-speed, connected devices requires service providers] [added: Together, these solutions enable network] and data center operators to continuously update their networks to deliver higher levels of [removed: data transfer] performance, improve quality of service and enhance network [removed: security. The acquisition] [added: security, necessitated by the rapid growth] of [removed: Ixia established Keysight as a market leader in next-generation network test] [added: high-speed, connected devices] and [removed: network visibility solutions. |][added: applications.]

[removed: | ◦ | *Quantum computing.* Quantum Science is a field of physics and engineering research that harnesses the unique characteristics of quantum mechanics to provide breakthrough, revolutionary advances in the areas of computing, communications and sensing. These three areas represent an emerging growth opportunity for Keysight.] We are investing [removed: in] [added: to expand our software offerings to enable] the development of advanced real time control systems to establish and sustain the quantum state of *qubits*, the building blocks of quantum computing systems. [removed: We made investments in fiscal 2020 to expand our software offerings related to quantum computing. |]

[removed: | • |] [added: -] Developing solutions for network transformation [removed: |]

We conduct business annually with [removed: approximately 30,000] [added: greater than 32,000] customers around the world, including most Fortune 1000 companies that are developing new electronic technologies, networks, systems, devices and components.

[removed: | • |] [added: -] *Industry-focused organization structure to support customer success.* [removed: In 2016, Keysight transformed the company structure from product-focused divisions to] [added: Our] industry-focused [removed: solution organizations, enabling] [added: organization structure enables] closer customer [removed: alignment. This] [added: alignment and] allows us to partner closely with market leaders to enable new technologies and provide first-to-market solutions for emerging applications. [removed: Our solution-centric industry groups provide end-to-end design, test and optimization solutions driven by customer specifications and timetables. Keysight is viewed as a trusted adviser and partner across industries. |]

[removed: ][added: ]

[removed: | *•* | *Industry-leading] [added: *•Industry-leading] commitment to product quality and reliability.* Keysight has a reputation in the industry for high-quality and high-reliability electronic measurement instrumentation and software. [removed: Ensuring quality and reliability is an integral part of our new product development processes. |]

[removed: | • |] [added: -] *Large installed base.* The breadth of our solutions portfolio and our long history of producing high-performance and high-quality solutions have resulted in our large worldwide installed base of equipment. [removed: This installed base enables a strong and growing services solutions portfolio, which provides a wide range of calibration and repair services, on both a per-incident and contract basis, and provides additional sales opportunities as loyal customers refresh or upgrade their equipment. |]

[removed: | • |] [added: -] *Centralized order fulfillment.* Our order fulfillment organization allows us to leverage the scale and scope of our business to provide high-quality, market-leading instrument solutions to our customers while generating competitive gross margins. [removed: Keysight has a central order fulfillment organization that supplies solutions to customers across geographies. Our Penang, Malaysia site is our largest manufacturing facility, with a proven track record of operational excellence, technology capability and quality. We have an established network of suppliers and subcontractors, especially in Asia, that complements our in-house capabilities. |]

[removed: | • |] [added: -] *Flexible business model.* Our operating model incorporates a substantial amount of cost structure flexibility with the intent to be materially profitable across a range of economic and market conditions. [removed: Our variable compensation programs, sales channel strategy and the outsourced components of our supply chain have been implemented to improve the flexibility of our cost structure. |]

[removed: ][added: ]

[removed: | • |] [added: -] Customer Success is the heart of everything we do, embodying our relentless drive to deeply understand our customers challenges and help them achieve positive, sustained outcomes through the application of new insights and the use of Keysight solutions. [removed: |]

[removed: | • |] [added: -] Market Insight is enabled by our deep customer relationships and focuses our product and solution roadmaps, informs our mergers and acquisitions priorities, and factors into our hiring priorities and talent development plans. [removed: Our market insight allows us to move with speed and focus delivering first-to-market solutions that enable customers to address their engineering challenges. |]

[removed: | • |] [added: -] Capital Allocation is how we direct our financial and human capital to business opportunities, projects and processes that align with our strategy to generate financial returns, which create value for the company, shareholders and employees. [removed: The threshold for our capital allocation is an expected return on invested capital that is above our cost to procure that capital. |]

[removed: | • | First-to-Market Solutions is what we strive to deliver to our customers across the industries we serve.] By being first-to-market with the right solutions, we enable our customers to also be first-to-market with their products. [removed: |]

[removed: | • | Operational Excellence across all functions is a relentless focus.] It allows us to accelerate R&D by developing common technology platforms, maximize margins through cost reductions and supply optimization, implement LEAN+ processes for continuous improvement, and leverage general and administrative spend as the company grows. [removed: We believe this focus drives long-term competitive advantage and growth while building customer loyalty. |]

[removed: | • | Employee Growth is enabled in a dynamic work environment where employees are encouraged to be innovative and act with speed.] This environment supports employees throughout their careers with the goal of connecting their passions to business results. [removed: |]

[removed: | • |] [added: -] Keysight Values of Speed and Courage, Uncompromising Integrity, High Performance, Social Responsibility and One Keysight foster a dynamic and inspiring environment conducive to collaboration, innovation and experimentation. [removed: Our values help us attract and retain top talent and guide how we work with each other and engage with our customers, suppliers and communities. |]

[removed: As a result of this organizational change, we now] [added: We] have two reportable operating segments, the Communications Solutions Group and the Electronic Industrial Solutions Group.

This business generated revenue of [removed: $3,132] [added: $3,523] million in fiscal [removed: 2020, $3,177] [added: 2021, $3,132] million in fiscal [removed: 2019] [added: 2020] and [removed: $2,843] [added: $3,177] million in fiscal [removed: 2018.][added: 2019.]

Our leading-edge solutions enable and accelerate new technology waves, including 5G [added: and 6G] wireless, [added: O-RAN,] Wi-Fi 6, 400G+ telecom and optical test and PCIe Gen5 high speed digital.

The NEMs’ customers are communications service providers and enterprises that deploy and operate the networks and deliver services, [added: as well as distribute end‑user subscriber devices such as wireless smart phones, tablets and other connected devices.]

[removed: Electromagnetic] spectrum operations, digital transformation and modernization of satellites, radars and surveillance systems worldwide are the drivers of test demand within the aerospace and defense market.

We do not manufacture or sell [removed: weapons or] [added: weapons,] munitions [removed: nor] [added: or] components therein.

[removed: A] [added: Only a] small percentage of [removed: our] [added: Keysight] revenue is from solutions with specific features or software “tailor-made” for our defense customers.

In fiscal [removed: 2020,] [added: 2021,] “tailor-made” defense revenue represented less than 5 percent of [removed: our] total revenue.

Our [removed: software-driven] electronic design and test solutions include software design tools, software-driven [removed: RF and] [added: RF,] microwave (“uW”) instruments, [added: and] digital instruments and various other general purpose test instruments and targeted test solutions.

[removed: *Network Test] [added: We also address network test, visibility] and [removed: Network Visibility Solutions*][added: security applications.]

Our solutions deliver the control, coverage, intelligence and performance customers need [removed: in a seamless fashion] to protect and improve crucial networking, data center and cloud business assets.

The following section represents our significant strategies and the key underlying initiatives:

◦*PathWave software solutions.* The PathWave platform is an open, scalable, and predictive software platform enabling fast and efficient data processing, sharing and analysis at every stage in the product development workflow.

Combining design software, instrument control, and application-specific test software, it fuels engineering and business operation improvements to help enterprises address increasing design, test, and measurement complexity and develop optimal electronic products.

Keysight’s platform-based approach delivers faster time to market, increased

engineering productivity and cost-efficiency, improved design and test reuse, and faster analysis and insight to support customer’s decision-making.

Eggplant software enables bi-directional leverage of measurement technologies and differentiated solutions offering.

◦*Subscription-based business models.* Significant portions of Keysight’s broad software portfolio are sold to customers on a one-time basis, granting the customer a license to use the software in perpetuity.

Services components of our solutions such as KeysightCare are also increasingly provided on a subscription basis as part of this strategy.

◦The breadth of our service offerings enables Keysight to provide customers with complete solutions that incorporate both leading product capabilities and the appropriate services and support.

We have expanded and deepened our service offerings beyond a strong foundation of calibration and repair to include customization, consulting and optimization services.

◦*Wireless communication measurement solutions.* We are investing in the development of new wireless communications test solutions to satisfy the commercial communications end market, which is being driven by growth in mobile data, Internet of Things ("IoT") and evolving wireless standards.

With our technical breadth and expertise and strategic engagement with market-leading customers and partners around the world, we have leading-edge solutions for wireless applications available and have been first to market with many 5G, 6G and virtual network solutions.

With the acquisition of Prisma Telecom Testing ("Prisma") in fiscal 2019, we enhanced our ability to deliver total solutions to the designers of cellular base stations.

The acquisition of Sanjole Corp. (“Sanjole”) in fiscal 2021 enriched our solutions for protocol decoding and interoperability of wireless technologies.

These strategic moves support the delivery of a comprehensive, innovative 5G portfolio at the forefront of advancing communications technology.

◦*Automotive design and measurement solutions.* We are investing in the development of new automotive test solutions to address the rapidly emerging electric, hybrid electric, connected and autonomous vehicle segments.

In recent years, we have introduced new solutions covering vehicle intelligence, connectivity, power and security.

The Automotive Cybersecurity Program validates the resiliency of connected components of a vehicle individually or as an entirely functioning automobile.

In addition, Keysight delivers extensive security validations of the 4G/5G radio access network (RAN) infrastructure that connects vehicles with the back-end data centers.

We also deliver application-optimized, customer-specific test solutions for the development and production of charging technology and infrastructure, energy storage, battery management systems, inverters and DC/DC converters.

◦*Network applications*.

Keysight's market leading network test solutions provide network equipment manufacturers and service providers with critical capability for testing next-generation network technologies.

We continue to invest to provide first-to-market capability to meet the needs of our customers in this rapidly evolving market as network speeds increase and networks grow in complexity with virtualization and software control.

Our network visibility solutions allow enterprises and service providers to optimize their network operations by efficiently feeding detailed traffic data to analysis tools for enhanced performance and security.

We are investing to bring this powerful capability to a broad range of increasingly software-driven environments driven by cloud technology.

◦*Quantum computing.* Quantum Science is a field of physics and engineering research that harnesses the unique characteristics of quantum mechanics to provide breakthrough, revolutionary advances in the areas of computing,

communications and sensing.

These areas represent an emerging growth opportunity for Keysight.

*◦Network transformation requires new solutions.* Market drivers are leading to a transformation of both wireless and wired network technologies.

In particular, the low-latency and high bandwidth requirements of 5G are transforming the entire network.

We are making both organic and inorganic investments to enable the next generation of networks and beyond.

We provide both wireless and wired network communications design and test solutions that address all seven layers of the communications stack.

In addition, these solutions address customer needs across the entire communications ecosystem, from chipsets to devices to network access and then into the core network, data centers and the cloud.

Our solution-centric industry groups provide end-to-end design, test and optimization solutions driven by customer specifications and timetables.

Keysight is viewed as a trusted adviser and partner across industries.

*•Technology leadership as a competitive differentiator.* Proprietary software and hardware technologies unavailable in the commercial market and developed by our R&D technology centers around the world enable many Keysight products to deliver the best design and measurement solution capability available for our customers’ engineering requirements.

Some of Keysight’s hardware technologies are designed and manufactured in our own in-house integrated circuit fabrication facilities, which were purpose-built and optimized to deliver leading-edge performance and capabilities across the broad portfolio of Keysight instruments.

This differentiation enables Keysight to be recognized as a leader in seven core measurement platforms: radio-frequency ("RF") and microwave design simulation software, network test, network analyzers, oscilloscopes, signal analyzers, signal sources and network emulation solutions.

Keysight’s technology leadership supports our strategy to deliver first-to-market solutions for our customers, which in turn enables them to be first to market with their products and gain a competitive advantage.

*•Broad portfolio of solutions and products to address customer needs.* Keysight has a broad portfolio of electronic design and test solutions and products, which we continue to expand.

The following strategies are significant:

| | |

| --- | --- |

| *◦* | *PathWave software solutions.* PathWave software is designed to provide customers with design and test solutions that accelerates the overall workflow from simulation of early concepts through manufacturing and optimization of deployed systems. PathWave is expected to integrate Keysight’s expanding portfolio of software solutions, including design software, measurement applications and instrument control. It provides an open and flexible development environment with common data formats and a consistent user interface in an open, scalable and predictive platform. The platform is in the early stages of a multi-year development timeline and is designed to be the foundation for many Keysight solutions going forward. |

The acquisition brings together two complementary companies to enable bi-directional leverage of measurement technologies and increased solution differentiation in the expanded offering.

| *◦* | *Wireless communication measurement solutions.* We are investing in the development of new wireless communications test solutions to satisfy the commercial communications end market, which is being driven by growth in mobile data, Internet of Things ("IoT") and evolving wireless standards, including 5G. The acquisition of Anite in fiscal 2015 strengthened our wireless software design and test portfolio and expanded our served addressable market. With our technical breadth and expertise and strategic engagement with market-leading customers and partners around the world, we have leading-edge solutions for 5G applications available and have been first to market with many 5G solutions. With the acquisition of Prisma Telecom Testing ("Prisma") in fiscal 2019, we enhanced our ability to deliver total solutions to the designers of cellular base stations. |

| ◦ | *Automotive design and measurement solutions.* We are investing in the development of new automotive test solutions to address the rapidly emerging electric, hybrid electric, connected and autonomous vehicle segments. In recent years, we have introduced new solutions covering vehicle intelligence, connectivity, power and security. The Automotive Cybersecurity Program validates the resiliency of connected components of a vehicle individually or as an entirely functioning automobile. In addition, security solutions developed by Ixia, acquired in 2017, enables Keysight to deliver extensive security validations of the 4G/5G radio access network (RAN) infrastructure that connects vehicles with the back-end data centers. With the acquisition of ScienLab in fiscal 2017, we significantly enhanced our ability to deliver application-optimized, customer-specific test solutions for the development and production of charging technology and infrastructure, energy storage, battery management systems, inverters and DC/DC converters. |

| *◦* | *Network transformation requires new solutions.* Market drivers are leading to a transformation of both wireless and wired network technologies. In particular, the low-latency and high bandwidth requirements of 5G are transforming the entire network. Our organic investments and acquisitions are helping us enable the next generation of networks and beyond. We provide both wireless and wired network communications design and test solutions that address all seven layers of the communications stack. In addition, these solutions address customer needs across the entire communications ecosystem, from chipsets to devices to network access and then into the core network, data centers and the cloud. |

| *•* | *Technology leadership as a competitive differentiator.* Proprietary software and hardware technologies unavailable in the commercial market and developed by our R&D technology centers around the world enable many Keysight products to deliver the best design and measurement solution capability available for our customers’ engineering requirements. Some of Keysight’s hardware technologies are designed and manufactured in our own in-house integrated circuit fabrication facilities, which were purpose-built and optimized to deliver leading-edge performance and capabilities across the broad portfolio of Keysight instruments. This differentiation enables Keysight to be recognized as a leader in six core measurement platforms: radio-frequency ("RF") and microwave design simulation software, network test, network analyzers, oscilloscopes, signal analyzers and signal sources. Keysight’s technology leadership supports our strategy to deliver first-to-market solutions for our customers, which in turn enables them to be first to market with their products and gain a competitive advantage. |

| *•* | *Broad portfolio of solutions and products to address customer needs.* Keysight has a broad portfolio of electronic design and test solutions and products, which we continue to expand. Our hardware product portfolio spans many technologies and price points. Products are available in various physical form factors, such as benchtop instruments, handheld units, custom or industry-standard modular formats, and others. We address time and frequency domain applications with RF, microwave, high-speed digital and general instrumentation. We also address network test, visibility and security applications. In addition, we have a broad portfolio of software solutions and products to enable our customers' success, including electronic design automation ("EDA") software for RF and high-speed digital design, software tools for programming, automation, and data analysis, and a broad range of application-specific software for our instruments. Our PathWave software platform incorporates some of these software elements. Finally, we offer an expanding set of services and support delivered under our KeysightCare offering. Our broad portfolio of solutions and products includes, among others, the following: |

| *•* | *Sales channel with global reach.* We have a comprehensive sales channel with experienced management teams and highly technical sales and application engineers in all parts of the world, including a strong local presence in emerging markets. As part of our sales channel strategy, we have more than doubled our direct sales force over the past five years, primarily driven by investments and acquisitions. This global direct channel is focused on selling high performance products and industry solutions to global and geographic accounts. Approximately 75 percent of our business comes from customer interactions with our direct sales organization. In countries with low sales volumes, sales are made through various representatives and channel partners. To ensure broad geographic coverage and further drive growth, we maintain a network of over 700 channel partners and an e-commerce channel to complement our direct sales force. |

We completed an organizational change in the first quarter of fiscal 2020 to manage our former Ixia Solutions Group within our Communications Solutions Group to enable us to create improved go-to market and product development alignment as well as accelerate solution synergies as new technologies emerge.

Prior period segment results have been revised to conform to the current presentation.

as well as distribute end‑user subscriber devices such as wireless smart phones, tablets and other connected devices.

*Service Solutions*

Our services solutions include repair, calibration and consulting services, and resale of refurbished used Keysight equipment.

In addition to providing repair and calibration support for Keysight equipment, we repair and calibrate non-Keysight equipment.

We also provide industry-specific services to deliver complete Keysight solutions and help customers reduce their total cost of ownership for their design and test equipment.

| • | *KeysightCare.* Beyond the basic warranty, KeysightCare is a for-pay service that provides dedicated, proactive support through a single point of contact for instruments, software and solutions. |

systems.

With our 2020 acquisition of Eggplant, a leading software test automation company, we now have the ability to provide automated software test capabilities that include AI and machine learning to automatically identify, build and execute tests most critical to digital business success and a strong customer experience.

The components, printed circuit assemblies and functional devices for these products may be designed, developed and manufactured by electronic components companies, original equipment manufacturers ("OEMs") or contract manufacturers, all of whom are potential customers for Keysight.

Services solutions include the following general types of solutions and services:

| • | *KeysightCare.* Beyond the basic warranty, KeysightCare is a for pay service that provides dedicated, proactive support through a single point of contact for instruments, software and solutions. |

Our automotive customers

Outside of the United States, we have manufacturing centralized in Malaysia along with other manufacturing facilities, including in Germany and Japan.

We have several ongoing programs to support the sale and distribution of our solutions and to inform existing and potential customers, partners and distributors about the capabilities and benefits of our expansive solutions and services portfolio.

We are modernizing our marketing platforms to increase focus on lead generation for top growth segments.

We continue to invest in improving Keysight brand recognition in strategic industries, such as automotive and commercial communications, and geographies, including the greater San Francisco area, Germany, Shanghai and Nagoya.

Our marketing efforts promote the Keysight business through participating in industry trade shows and technical conferences, sponsoring technical seminars and webinars that highlight our solutions, and advertising in digital media publications and physical locations.

Additionally, we write and distribute various forms of marketing collateral including brochures, white papers, application notes, solutions briefs and articles for online and print journals.

Finally, we communicate to our existing and potential customers through our corporate website and various social media outlets, such as LinkedIn, Facebook, Twitter and our corporate blog.

We are a member of the Responsible Business Alliance, which further strengthens our efforts and commitment.

Our values make our culture dynamic, inspiring, and powerful and draw on our employees’ skills and aspirations.

These values and practices allow us

to maintain a best-in-class work environment, where all employees are responsible for upholding our values.

Employees are treated with dignity and respect in an environment free from harassment and discrimination regardless of race, color, age, gender, disability, minority, sexual orientation or any other protected class.

Inclusion and diversity are among our CEO’s top priorities, with clearly outlined near-term actions to accelerate progress specifically for under-represented minorities in addition to our broader inclusion and diversity program initiatives.

We have a global job acceptance rate of over 90 percent over the past three years, and we have approximately doubled the number of our software engineers since 2014.

Our Keysight Leadership Model was created from one of such annual programs, and over 11,000 Keysight employees have completed customized Keysight Leadership Model training.

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

Although there are no matters pending that we currently believe are [added: probable and] reasonably possible of having a material impact to our business, consolidated financial [removed: condition,] [added: position,] results of operations or cash flows, the outcome of litigation is inherently uncertain and the outcome is difficult to predict.

On August 3, 2021, we entered into a Consent Agreement with the Directorate of Defense Trade Controls, Bureau of Political-Military Affairs, Department of State to resolve alleged violations of the Arms Export Control Act and the International Traffic in Arms Regulations ("ITAR").

Pursuant the Consent Agreement, we will pay a penalty of $6.6 million, $2.5 million of which is suspended, over three years and will employ a special compliance officer for three years.

[removed: Form 10-K][added: Form 10-K]

[removed: ☒ANNUAL] [added: ☒ ANNUAL] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year [removed: ended October] [added: ended October] 31, [removed: 2020][added: 2021]

[removed: ☐TRANSITION] [added: ☐ TRANSITION] REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

| Delaware | | [added: | | | |] 46-4254555 | [added: | |]

| *State or other jurisdiction [removed: of* *Incorporation] [added: of Incorporation] or organization* | | [added: | | | |] *I.R.S. [removed: Employer* *Identification] [added: Employer Identification] No.* | [added: | |]

Address of principal executive [removed: offices: 1400] [added: offices: 1400] Fountaingrove [removed: Parkway, Santa Rosa, CA 95403][added: Parkway, Santa Rosa, CA 95403]

Registrant's telephone number, including area [removed: code: (800) 829-4444][added: code: (800) 829-4444]

| Title of each class | [added: | |] Trading Symbol | [added: | |] Name of each exchange on which registered | [added: | |]

| Common Stock par value $0.01 per share | [added: | |] KEYS | [added: | |] New York Stock Exchange | [added: | |]

| Large accelerated filer | [added: | |] ☒ | | [added: | | | |] Accelerated filer | [added: | |] ☐ | [added: | |]

| Non-accelerated filer | [added: | |] ☐ | | [added: | | | |] Smaller reporting company | [added: | |] ☐ | [added: | |]

| | | | [added: | | | | | |] Emerging growth company | [added: | |] ☐ | [added: | |]

The aggregate market value of common equity held by non-affiliates as of April 30, [removed: 2020] [added: 2021] was approximately [removed: $13] [added: $19] billion, based upon the closing price of the Registrant's common stock as quoted on New York Stock Exchange on such date.

As of December [removed: 11, 2020,] [added: 13, 2021,] there were [removed: 186,094,056] [added: 183,042,478] shares of our common stock outstanding.

| Document Description | | [added: | | | |] 10-K Part | [added: | |]

| Portions of the Proxy Statement for the Annual Meeting of Stockholders (the "Proxy Statement") to be held on March [removed: 18, 2021] [added: 17, 2022] and to be filed pursuant to Regulation 14A within 120 days after registrant's fiscal year ended October 31, [removed: 2020] [added: 2021] are incorporated by reference into Part III of this Report. | | [added: | | | |] III | [added: | |]

| | | [added: | | | |] Page | [added: | |]

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This report contains forward-looking statements including, without limitation, statements regarding trends, seasonality, cyclicality and growth in, and drivers of, the markets we sell into, our strategic direction, [removed: our future effective tax rate and tax valuation allowance,] 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 local government regulations on our ability to pay vendors or 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, our transition to lower-cost regions, the existence of political or economic instability, [added: the impact of] increased trade tension and tightening of export control regulations, [added: the] impact of [added: compliance with the August 2, 2021 Consent Agreement with the Directorate of Defense Trade Controls, Bureau of Political-Military Affairs, Department of State, continued impacts to the supply chain, government mandates related to] pandemic conditions such as [removed: the] [added: a] novel [added: strain of] coronavirus [removed: ("COVID-19"),] [added: (“COVID-19”) and its variants, impacts related to net zero emissions commitments,] the impact of volatile weather caused by environmental conditions such as climate change, and our estimated or anticipated future results of operations, which involve risks and uncertainties.

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 [removed: 1Item] [added: 1 Item] 1A and elsewhere in this Form 10-K.

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| [PART I](#ief3f2fd8c6c0465cb8ca6213aa695c77_13) | | | | | | | | |

| [PART II](#ief3f2fd8c6c0465cb8ca6213aa695c77_67) | | | | | | | | |

| [Item 6](#ief3f2fd8c6c0465cb8ca6213aa695c77_73) | | | [\[Reserved\]](#ief3f2fd8c6c0465cb8ca6213aa695c77_73) | | | [36](#ief3f2fd8c6c0465cb8ca6213aa695c77_73) | | |

| [Item 11](#ief3f2fd8c6c0465cb8ca6213aa695c77_280) | | | [Executive Compensation](#ief3f2fd8c6c0465cb8ca6213aa695c77_280) | | | [102](#ief3f2fd8c6c0465cb8ca6213aa695c77_280) | | |

| [PART IV](#ief3f2fd8c6c0465cb8ca6213aa695c77_292) | | | | | | | | |

| [Item 16](#ief3f2fd8c6c0465cb8ca6213aa695c77_298) | | | [Form 10-K Summary](#ief3f2fd8c6c0465cb8ca6213aa695c77_298) | | | [107](#ief3f2fd8c6c0465cb8ca6213aa695c77_298) | | |

| | | | [Signatures](#ief3f2fd8c6c0465cb8ca6213aa695c77_301) | | | [108](#ief3f2fd8c6c0465cb8ca6213aa695c77_301) | | |

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| [PART I](#s40FDA6F15D9356E686FA4C40510BBE39) | | |

| [PART II](#s68BBD0808DE3548BB3BF4FFA75F2E4F9) | | |

| [Item 6](#sCA14028ADA9B504FADD148568784E328) | [Selected Financial Data](#sCA14028ADA9B504FADD148568784E328) | [32](#sCA14028ADA9B504FADD148568784E328) |

| [Item 11](#sB9D7F94111AF5FF49F87DAF9417F43C1) | [Executive Compensation](#sB9D7F94111AF5FF49F87DAF9417F43C1) | [100](#sB9D7F94111AF5FF49F87DAF9417F43C1) |

| [PART IV](#sFE8C1BBA854B5A9397BABA41A0258527) | | |

These facilities are primarily located in the following countries: United States, Malaysia, Japan, China, Germany, India, United Kingdom, Taiwan, [removed: Romania, Spain] [added: Spain, Singapore, Italy] and [removed: Singapore.][added: Romania.]

As of October 31, [removed: 2020,] [added: 2021,] we own or lease approximately 6.2 million square feet of space worldwide, of which we own approximately [removed: 4.0] [added: 4.1] million square feet and lease [removed: 2.2] [added: approximately 2.1] million square feet.

Our sales facilities occupy a total of approximately [removed: 0.4] [added: 0.3] million square feet.

Our manufacturing plants, R&D facilities and warehouse and administrative facilities occupy approximately [removed: 5.8] [added: 5.1] million square feet.

Our other facilities represent vacated space totaling approximately 0.8 million square feet, of which 0.7 million square feet is leased to third parties.

There were [removed: 18,958] [added: 17,858] shareholders of record of Keysight common stock as of December [removed: 11, 2020.][added: 13, 2021.]

The table below summarizes information about the company’s purchases, based on trade date, of its equity securities registered pursuant to Section 12 of the Exchange Act during the fiscal quarter ended October 31, [removed: 2020.][added: 2021.]

The total number of shares of common stock purchased by the company during the fiscal year ended October 31, [removed: 2020] [added: 2021] is [removed: 4,274,366 shares, nearly exhausting our $500 million share repurchase authorization from May 2019.][added: 4,361,542 shares.]

| Period | | [added: | | | |] Total Number of Shares of Common Stock Purchased (1) | | | [added: | | |] Weighted Average Price Paid per Share of Common Stock (2) | | [added: | | | |] Total Number of Shares of Common Stock Purchased as Part of Publicly Announced Plans or Programs (1) | | | [added: | | |] Maximum Approximate Dollar Value of Shares of Common Stock that May Yet Be Purchased Under the Program (1) | | |

| (1) | [added: | |] On [removed: May 29, 2019,] [added: November 18, 2020,] our board of directors approved a stock repurchase program authorizing the purchase of up to [removed: $500 million of the company’s common stock, replacing a previously approved 2018 program authorizing the purchase of up to $350] [added: $750] million of the company’s common stock. On November 18, [removed: 2020,] [added: 2021,] our board of directors approved a new stock repurchase program authorizing the purchase of up to [removed: $750] [added: $1,200] million of the company’s common [removed: stock.] [added: stock, replacing the previously approved November 2020 program, under which $77 million remained.] 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 trade date using the cost method. | [added: | |]

| (2) | [added: | |] The weighted average price paid per share of common stock does not include the cost of commissions. | [added: | |]

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| August 1, 2021 through August 31, 2021 | | | | | | — | | | | | | — | | | | | | — | | | | | | $ | 430,286,406 | |

| September 1, 2021 through September 30, 2021 | | | | | | 1,154,282 | | | | | | $175.98 | | | | | | 1,154,282 | | | | | | $ | 227,152,084 | |

| October 1, 2021 through October 31, 2021 | | | | | | 909,660 | | | | | | $164.90 | | | | | | 909,660 | | | | | | $ | 77,152,103 | |

| Total | | | | | | 2,063,942 | | | | | | | | | | | | 2,063,942 | | | | | | | | |

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| August 1, 2020 through August 31, 2020 | | 1,026,700 | | | $97.37 | | 1,026,700 | | | $ | 115,417,258 | |

| September 1, 2020 through September 30, 2020 | | 1,200,500 | | | $95.81 | | 1,200,500 | | | $ | 398,889 | |

| October 1, 2020 through October 31, 2020 | | — | | | — | | — | | | $ | 398,889 | |

| Total | | 2,227,200 | | | | | 2,227,200 | | | | | |

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Not applicable.

The following table presents the selected consolidated financial data and should be read in conjunction with our consolidated financial statements and related notes and Management's Discussion and Analysis of Financial Condition and Results of Operations included elsewhere in this Annual Report on Form 10-K.

We derived the selected financial data as of October 31, 2020 and for each of the fiscal years in the three-year period ended October 31, 2020 from our audited consolidated financial statements included elsewhere in this Annual Report on Form 10-K.

We derived the selected financial data as of October 31, 2018, 2017 and 2016 from audited consolidated financial statements that are not included in this Annual Report on Form 10-K.

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| | Year Ended October 31, | | | | | | | | | | | | | | | | | | |

| | 2020(a)(b) | | | | 2019(a) | | | | 2018 | | | | 2017 | | | | 2016 | | |

| | (in millions, except per share data) | | | | | | | | | | | | | | | | | | |

| Consolidated Statement of Operations Data: | | | | | | | | | | | | | | | | | | | |

| Revenue | $ | 4,221 | | | $ | 4,303 | | | $ | 3,878 | | | $ | 3,189 | | | $ | 2,918 | |

| Income (loss) before taxes | $ | 761 | | | $ | 715 | | | $ | (411 | ) | | $ | 179 | | | $ | 366 | |

| Net income | $ | 627 | | | $ | 621 | | | $ | 165 | | | $ | 102 | | | $ | 335 | |

| Net income per share | | | | | | | | | | | | | | | | | | | |

| Basic | $ | 3.35 | | | $ | 3.31 | | | $ | 0.88 | | | $ | 0.57 | | | $ | 1.97 | |

| Diluted | $ | 3.31 | | | $ | 3.25 | | | $ | 0.86 | | | $ | 0.56 | | | $ | 1.95 | |

| Weighted average shares used in computing net income per share: | | | | | | | | | | | | | | | | | | | |

| Basic | 187 | | | | 188 | | | | 187 | | | | 180 | | | | 170 | | |

| Diluted | 189 | | | | 191 | | | | 191 | | | | 182 | | | | 172 | | |

| | October 31, | | | | | | | | | | | | | | | | | | |

| | (in millions) | | | | | | | | | | | | | | | | | | |

| Consolidated Balance Sheet Data: | | | | | | | | | | | | | | | | | | | |

| Cash and cash equivalents | $ | 1,756 | | | $ | 1,598 | | | $ | 913 | | | $ | 818 | | | $ | 783 | |

| Working capital | $ | 2,293 | | | $ | 2,212 | | | $ | 916 | | | $ | 1,358 | | | $ | 1,210 | |

| Total assets | $ | 7,218 | | | $ | 6,623 | | | $ | 5,824 | | | $ | 5,933 | | | $ | 3,796 | |

| Long-term debt | $ | 1,789 | | | $ | 1,788 | | | $ | 1,291 | | | $ | 2,038 | | | $ | 1,093 | |

| Stockholders' equity | $ | 3,297 | | | $ | 3,004 | | | $ | 2,433 | | | $ | 2,310 | | | $ | 1,513 | |

(a) We adopted the Accounting Standards Codification (“ASC”) Topic 606, *Revenue from Contracts with Customers* (“ASC 606”) on November 1, 2018 using the modified retrospective method with the cumulative effect of initially applying the guidance recognized at the date of adoption.

(b) We adopted the ASC Topic 842,*Leases* (“ASC 842”) on November 1, 2019, using the modified retrospective transition approach with the cumulative effect of initially applying the standard recognized at the date of adoption.

The standard requires substantially all leases to be reported on the balance sheet as right-of-use assets and lease obligations.

See Note 2, "New Accounting Pronouncements."

| Index to Consolidated Financial Statements | | [added: | | | |] Page | [added: | |]

| Consolidated Financial Statements: | | | [added: | | | | | |]

| [Report of Independent Registered Public Accounting [removed: Firm](#s72D714EC17AB58C5BDEF1089449E5A8E)] [added: Firm](#ief3f2fd8c6c0465cb8ca6213aa695c77_124)] | | [removed: [51](#s72D714EC17AB58C5BDEF1089449E5A8E)] | [added: | | | [55](#ief3f2fd8c6c0465cb8ca6213aa695c77_124) | | |]

| [Consolidated Statement of Operations for each of the three years in the period ended October 31, [removed: 2020](#s4B9250086CC857C3A2B9ED5F5C72E358)] [added: 2021](#ief3f2fd8c6c0465cb8ca6213aa695c77_130)] | | [removed: [53](#s4B9250086CC857C3A2B9ED5F5C72E358)] | [added: | | | [57](#ief3f2fd8c6c0465cb8ca6213aa695c77_130) | | |]

| [Consolidated Statement of Comprehensive Income for each of the three years in the period ended October 31, [removed: 2020](#s59F3593F2ADC50CB8675EB3E898569CB)] [added: 2021](#ief3f2fd8c6c0465cb8ca6213aa695c77_133)] | | [removed: [54](#s59F3593F2ADC50CB8675EB3E898569CB)] | [added: | | | [58](#ief3f2fd8c6c0465cb8ca6213aa695c77_133) | | |]

| [Consolidated Balance Sheet at October 31, [removed: 2020] [added: 2021] and [removed: 2019](#s57AA27B135AC5A2D87237271DFED6B62)] [added: 2020](#ief3f2fd8c6c0465cb8ca6213aa695c77_139)] | | [removed: [55](#s57AA27B135AC5A2D87237271DFED6B62)] | [added: | | | [59](#ief3f2fd8c6c0465cb8ca6213aa695c77_139) | | |]

| [Consolidated Statement of Cash Flows for each of the three years in the period ended October 31, [removed: 2020](#s6C76E8571A3455D2A898FF2056962B26)] [added: 2021](#ief3f2fd8c6c0465cb8ca6213aa695c77_145)] | | [removed: [56](#s6C76E8571A3455D2A898FF2056962B26)] | [added: | | | [60](#ief3f2fd8c6c0465cb8ca6213aa695c77_145) | | |]

| [Consolidated Statement of Equity for each of the three years in the period ended October 31, [removed: 2020](#sF3FD73860BC75C6581DDA503B4A5BA30)] [added: 2021](#ief3f2fd8c6c0465cb8ca6213aa695c77_148)] | | [removed: [57](#sF3FD73860BC75C6581DDA503B4A5BA30)] | [added: | | | [61](#ief3f2fd8c6c0465cb8ca6213aa695c77_148) | | |]

| [Notes to Consolidated Financial [removed: Statements](#s439BBA20DC0459BD8A0C2424D2ADF8FC)] [added: Statements](#ief3f2fd8c6c0465cb8ca6213aa695c77_151)] | | [removed: [58](#s439BBA20DC0459BD8A0C2424D2ADF8FC)] | [added: | | | [62](#ief3f2fd8c6c0465cb8ca6213aa695c77_151) | | |]

To the [removed: Stockholders and] Board of Directors [added: and Stockholders] of Keysight Technologies, Inc.

We have audited the accompanying consolidated balance sheets of Keysight Technologies, Inc. and its subsidiaries (the “Company”) as of October 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the related consolidated statements of operations, of comprehensive income, of equity and of cash flows for each of the three years in the period ended October 31, [removed: 2020,] [added: 2021,] including the related notes and [removed: financial statement] schedule of valuation and qualifying accounts for each of the three years in the period ended October 31, [removed: 2020] [added: 2021] appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

We also have audited the [removed: Company’s] [added: Company's] internal control over financial reporting as of October 31, [removed: 2020] [added: 2021,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of October 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended October 31, [removed: 2020] [added: 2021] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of October 31, [removed: 2020,] [added: 2021,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

As discussed in Note [removed: 2] [added: 1] to the consolidated financial statements, the Company changed the manner in which it accounts for leases on November 1, 2019 and the manner in which it accounts for revenues from contracts with customers on November 1, 2018.

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and [added: dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide]

[removed: dispositions of the assets of the company; (ii) provide] reasonable assurance [removed: that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance] regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Critical Audit [removed: Matters][added: Matter]

As described in Notes 1 and [removed: 15] [added: 12] to the consolidated financial statements, the Company has defined benefit plan obligations of [removed: $848] [added: $881] million and [removed: $1,421] [added: $1,465] million for its U.S. plans and non-U.S. plans, respectively, as of October 31, [removed: 2020.][added: 2021.]

Management remeasures the defined benefit plan obligations at least annually based on [added: the] present value of future benefit payments to reflect the future benefit costs over the employees' average expected future service to Keysight based on the terms of the plans.

Two critical assumptions used by management to estimate the defined benefit plan [removed: obligation] [added: obligations] are the discount rate and the expected long-term return on plan assets.

The principal considerations for our determination that performing procedures relating to the Company’s U.S. and certain non-U.S. defined benefit plan obligations is a critical audit matter are (i) the significant judgment by management in determining the present value of the defined benefit plan obligations; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating the significant assumption related to the discount [removed: rate] [added: rates] used in determining the present value of the defined benefit plan obligations; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures also included, among [removed: others] [added: others,] testing the completeness and accuracy of the underlying data used in the estimate and the involvement of professionals with specialized skill and knowledge to assist in (i) evaluating the appropriateness of the actuarial concepts used to estimate the present value of the defined benefit plan obligations, (ii) developing an independent range of discount rates and (iii) comparing management's selected discount [removed: rate] [added: rates] to the independently developed [removed: range] [added: ranges] to evaluate the reasonableness of management’s discount rate assumption.

| | [added: | |] Year Ended October 31, | | | | | | | | | | | [added: | | | |]

| | [removed: 2020] | | [added: 2021] | | [removed: 2019] | | | | [removed: 2018] [added: 2020] | | | [added: | | | 2019 | | |]

| Revenue: | | | | | | | | | | | | [added: | | | | | |]

| Products | [added: | |] $ | [removed: 3,432] [added: 4,050] | | | [added: | |] $ | [removed: 3,554] [added: 3,432] | | | [added: | |] $ | [removed: 3,229] [added: 3,554] | |

| Services and other | [removed: 789] | | [added: 891] | | [removed: 749] | | | | [removed: 649] [added: 789] | | | [added: | | | 749 | | |]

| Total revenue | [removed: 4,221] | | [added: 4,941] | | [removed: 4,303] | | | | [removed: 3,878] [added: 4,221] | | | [added: | | | 4,303 | | |]

| Costs and expenses: | | | | | | | | | | | | [added: | | | | | |]

| Cost of products | [removed: 1,373] | | [added: 1,522] | | [removed: 1,439] | | | | [removed: 1,449] [added: 1,373] | | | [added: | | | 1,439 | | |]

| Cost of services and other | [removed: 315] | | [added: 350] | | [removed: 330] | | | | [removed: 318] [added: 315] | | | [added: | | | 330 | | |]

| Total costs | [removed: 1,688] | | [added: 1,872] | | [removed: 1,769] | | | | [removed: 1,767] [added: 1,688] | | | [added: | | | 1,769 | | |]

| Research and development | [removed: 715] | | [added: 811] | | [removed: 688] | | | | [removed: 624] [added: 715] | | | [added: | | | 688 | | |]

| Selling, general and administrative | [removed: 1,097] | | [added: 1,195] | | [removed: 1,155] | | | | [removed: 1,205] [added: 1,097] | | | [added: | | | 1,155 | | |]

| Other operating expense (income), net | [removed: (44] | | [removed: )] [added: (17)] | | [removed: (20] | | [removed: )] | | [removed: (33] [added: (44)] | | [removed: )] | [added: | | | (20) | | |]

| Total costs and expenses | [removed: 3,456] | | [added: 3,861] | | [removed: 3,592] | | | | [removed: 4,272] [added: 3,456] | | | [added: | | | 3,592 | | |]

| Income [removed: (loss)] from operations | [removed: 765] | | [added: 1,080] | | [removed: 711] | | | | [removed: (394] [added: 765] | | [removed: )] | [added: | | | 711 | | |]

| Interest income | [removed: 11] | | [added: 3] | | [removed: 23] | | | | [removed: 12] [added: 11] | | | [added: | | | 23 | | |]

| Interest expense | [removed: (78] | | [removed: )] [added: (79)] | | [removed: (80] | | [removed: )] | | [removed: (83] [added: (78)] | | [removed: )] | [added: | | | (80) | | |]

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | |

| Provision for income taxes | | | 116 | | | | | | 134 | | | | | | 94 | | |

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

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| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Net income | | | $ | 894 | | | | | $ | 627 | | | | | $ | 621 | |

| Loss on settlement of pension plan | | | 16 | | | | | | — | | | | | | — | | |

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | |

| Interest payments | | | $ | 75 | | | | | $ | 75 | | | | | $ | 76 | |

| Investments in property, plant and equipment included in accounts payable | | | $ | 22 | | | | | $ | 14 | | | | | $ | 14 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance as of October 31, 2021 | | | 197,248 | | | | | | $ | 2 | | | | | $ | 2,219 | | | | | (15,094) | | | | | | $ | (1,425) | | | | | $ | 3,430 | | | | | $ | (442) | | | | | $ | 3,784 | |

1.

See Note 13, "Supplemental financial information".

qualify for net presentation in the balance sheet.

retiree mortality rates and investment portfolio composition.

*ASU 2021-08, Business Combinations (Topic 805):* *Accounting for Contract Assets and Contract Liabilities from Contracts with Customers*.

In October 2021, the FASB issued guidance that requires entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination.

The standard is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years.

Early adoption is permitted.

We will early adopt this guidance effective November 1, 2021.

We do not expect the adoption of this guidance to have a material impact on our consolidated financial statements.

2.

*Acquisition of Sanjole*

We expect the goodwill recognized on the Sanjole acquisition or any potential impairment charges in the future to be deductible for income tax purposes.

The identified intangible assets primarily consist of developed technology of $24 million, customer relationships of $17 million and in-process R&D of $7 million.

The estimated useful lives of developed technology and customer relationships are 7 years and 9 years, respectively.

Sanjole is a leader in wireless test and measurement solutions for protocol decoding and interoperability.

Additionally, we acquired two other businesses for $76 million, net of cash acquired, and recognized goodwill and other intangible assets of $52 million and $32 million, respectively, based on the preliminary allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed.

| | | |

| --- | --- | --- |

| [Quarterly Summary (unaudited)](#s602247B525115746A919605831139F39) | | [98](#s602247B525115746A919605831139F39) |

December 17, 2020

| | | | | | | | | | | | |

| Goodwill impairment | — | | | | — | | | | 709 | | |

| | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- |

| Gain on sale of assets and divestitures | — | | | | (1 | | ) | | (20 | | ) |

| Proceeds from the sale of assets and divestitures | — | | | | 2 | | | | 29 | | |

| Debt issuance costs | — | | | | (4 | | ) | | — | | |

| Balance as of October 31, 2017 | 188,310 | | | $ | 2 | | | $ | 1,786 | | | (2,289 | ) | | $ | (62 | ) | | $ | 1,041 | | | $ | (457 | ) | | $ | 2,310 | |

| Adjustment due to adoption of new accounting standards | — | | | — | | | | — | | | | — | | | — | | | | 76 | | | | — | | | | 76 | | |

| | |

| --- | --- |

| | | | |

| --- | --- | --- | --- |

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.

See Note 17, "Guarantees."

We recorded an impairment loss of $709 million for our former Ixia Solutions Group ("ISG") reporting unit for the year ended October 31, 2018.

As a result of the cancellations of IPR&D projects, we recorded an impairment charge of $5 million in 2018.

*Sales taxes.* Sales taxes collected from customers and remitted to governmental authorities are not included in our revenue.

RSUs.

For additional information on the leases guidance and the impact of adoption, see Note 2, "New Accounting Pronouncements."

Our finance lease and lessor arrangements are immaterial.

we are required to make assumptions using actuarial concepts within the framework of GAAP.

We adopted ASC 606, *Revenue from Contracts with Customers*, on November 1, 2018 using the modified retrospective method for all contracts not completed as of the date of adoption.

The reported results for 2020 and 2019 reflect the application of ASC 606, while the reported results for 2018 were prepared under the guidance of ASC 605, *Revenue Recognition*.

In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-02, or ASC 842, that requires substantially all leases to be reported on the balance sheet as ROU assets and lease obligations and also requires disclosures by lessees and lessors about the amount, timing and uncertainty of cash flows arising from leases.

Consistent with current GAAP, the recognition, measurement and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease.

We adopted the standard on November 1, 2019, using the modified retrospective transition approach provided by ASU 2018-11, *Leases: Targeted Improvements*, with the cumulative effect of initially applying the standard recognized at the date of adoption.

Under this method of adoption, comparative information has not been restated and continues to be reported under the standards in effect (ASC 840) for the prior periods presented.

Adoption of the standard resulted in recording ROU assets and lease obligations for our operating leases of approximately $155 million and $164 million, respectively, but did not have a material impact on beginning retained earnings, the consolidated statement of operations, cash flows, or earnings per share.

We elected the package of practical expedients for leases that commenced before the effective date of ASC 842, whereby we elected to not reassess the following: (i) whether any expired or existing contracts contain leases; (ii) the lease classification for any expired or existing leases; and (iii) initial direct costs for any existing leases.

In addition, we have lease agreements with lease and non-lease components, and we have elected the practical expedient for all underlying asset classes and account for them as a single lease component.

*2019 acquisitions*

Acquisition of Prisma

Our management has evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of October 31, [removed: 2020,] [added: 2021,] pursuant to and as required by Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”).

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of October 31, [removed: 2020,] [added: 2021,] the company's disclosure controls and procedures, as defined by Rule 13a-15(e) under the Exchange Act, were effective and designed to ensure that (i) information required to be disclosed in the company's reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and (ii) information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

Based on the results of this evaluation, our management concluded that our internal control over financial reporting was effective as of October 31, [removed: 2020.][added: 2021.]

The effectiveness of our internal control over financial reporting as of October 31, [removed: 2020] [added: 2021] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report that appears in Item 8 of this Annual Report on Form 10-K.

There were no changes in our internal control over financial reporting during the fourth quarter of fiscal [removed: 2020] [added: 2021] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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

The following table summarizes information about our equity compensation plans as of October 31, [removed: 2020.][added: 2021.]

| Plan Category | [added: | |] Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and [removed: Rights (a)] [added: Rights (a)] | | | [added: | | |] Weighted-average Exercise Price of Outstanding Options, Warrants and [removed: Right (b)] [added: Right (b)] | | | | [added: | |] Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column [removed: (a)) (c)] [added: (a)) (c)] | | [added: |]

| Equity compensation plans [added: not] approved by security holders [removed: (1)(2)(3)] | [removed: 3,011,600] | | | [added: | | | | |] $ | [removed: 28] [added: —] | | | [removed: 26,546,070] | | [added: — | | |]

| Equity compensation plans [removed: not] approved by security holders [added: (1)(2)(3)] | [removed: —] | | [added: 2,439,756] | [added: | | | | |] $ | [removed: —] [added: 29] | | | [removed: —] | | [added: 25,081,079 | | |]

[removed: |] (1) [removed: |] The number of securities remaining available for future issuance in column (c) includes [removed: 19,863,757] [added: 19,322,516] shares of common stock authorized and available for issuance under the Keysight Technologies, Inc. employee stock purchase plan under Section 423(b) of the Internal Revenue Code ("ESPP"). [removed: The number of shares authorized for issuance under the ESPP is subject to an automatic annual increase of the lesser of one percent of the outstanding common stock of Keysight or an amount determined by the Compensation Committee of our board of directors. Under the terms of the ESPP, in no event shall the aggregate number of shares issued under the ESPP exceed 75 million shares. The number of securities remaining available for future issuance in column (c) is before the issuance of shares of common stock to participants in consideration of the aggregate participant contribution under the ESPP totaling $27 million as of October 31, 2020. |]

[removed: |] (3) [removed: |] We issue securities under our equity compensation plans in forms that do not require a payment by the recipient to us at the time of exercise or vesting, including restricted stock, RSUs and performance units. [removed: Accordingly, the weighted-average exercise price in column (b) does not take these awards into account. |]

| | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | | | | | | |

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

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

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

The number of securities remaining available for future issuance in column (c) is before the issuance of shares of common stock to participants in consideration of the aggregate participant contribution under the ESPP totaling $30 million as of October 31, 2021.

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

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

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

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

The 2014 Stock Plan has a term of ten years.

As of October 31, 2021, 5,758,563 shares were available for future awards under the 2014 Stock Plan.

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

| | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Total | 3,011,600 | | | $ | 28 | | | 26,546,070 | |

| | |

| --- | --- |

| (2) | We issue securities under our equity compensation plans in forms other than options, warrants or rights. Those are issued under the 2014 Stock Plan, which was originally adopted by our board of directors on July 16, 2014, subsequently amended and restated by our board of directors on September 29, 2014 and January 22, 2015 and became effective as of November 1, 2014. The 2014 Stock Plan was further amended and restated by our board of directors on November 16, 2017. The 2014 Stock Plan provides for the grant of awards in the form of stock options, stock appreciation rights, restricted stock, restricted stock units ("RSUs"), performance shares and performance units with performance-based conditions to vesting or exercisability, and cash awards. The 2014 Stock Plan has a term of ten years. As of October 31, 2020, 6,682,313 shares were available for future awards under the 2014 Stock Plan. |

Information about director independence required under [removed: Item 13 will]

[added: Item 13 will] appear under the heading "Director Independence” in the Proxy Statement.

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

[removed: | 1. |] Financial Statements. [removed: |]

[removed: | 2. |] Financial Statement Schedule. [removed: |]

| Description | | [added: | | | |] Balance at Beginning of Period | | | | [added: | |] Additions Charged to Expenses or Other Accounts* | | | | [added: | |] Deductions Credited to Expenses or Other Accounts | | | | [added: | |] Balance at End of Period | | |

| | | [added: | | | |] (in millions) | | | | | | | | | | | | | | | [added: | | | | | |]

| 2020 | | | | | | | | | | | | | | | | | [added: | | | | | | | | | |]

| Tax valuation allowance | | [added: | | | |] $ | 240 | | | [added: | |] $ | [removed: 12] [added: 3] | | | [added: | |] $ | [removed: (5] [added: (5)] | [removed: )] | | [added: | |] $ | [removed: 247] [added: 238] | |

| 2019 | | | | | | | | | | | | | | | | | [added: | | | | | | | | | |]

| Tax valuation allowance | | [added: | | | |] $ | 79 | | | [added: | |] $ | 169 | | | [added: | |] $ | [removed: (8] [added: (8)] | [removed: )] | | [added: | |] $ | 240 | |

| Tax valuation allowance | | [added: | | | |] $ | [removed: 63] [added: 238] | | | [added: | |] $ | [removed: 18] [added: 11] | | | [added: | |] $ | [removed: (2] [added: (18)] | [removed: )] | | [added: | |] $ | [removed: 79] [added: 231] | |

[removed: | 3. |] Exhibits. [removed: |]

| | | | | | [added: | | | | | | |] Incorporation by Reference | | | | | | | [added: | | | | | | | | | | | | | |]

| Exhibit Number | | | [added: | | |] Description | | [added: | | | |] Form | | [added: | | | |] Date | | [added: | | | |] Exhibit Number | | [added: | | | |] Filed Herewith | [added: | |]

| 2.1 | | | [added: | | |] [Separation and Distribution Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc.](http://www.sec.gov/Archives/edgar/data/1601046/000104746914006952/a2220952zex-2_1.htm) | | [added: | | | |] 10-12B/A | | [added: | | | |] 8/13/2014 | | [added: | | | |] 2.1 | | | [added: | | | | | |]

| 3.1 | | | [added: | | |] [Amended and Restated Certificate of Incorporation of Keysight Technologies, Inc.](http://www.sec.gov/Archives/edgar/data/1601046/000110465914076024/a14-23444_1ex3d1.htm) | | [added: | | | |] 8-K | | [added: | | | |] 11/3/2014 | | [added: | | | |] 3.1 | | | [added: | | | | | |]

| 3.2 | | | [added: | | |] [Amended and Restated Bylaws of Keysight Technologies, Inc.](http://www.sec.gov/Archives/edgar/data/1601046/000110465914076024/a14-23444_1ex3d2.htm) | | [added: | | | |] 8-K | | [added: | | | |] 11/3/2014 | | [added: | | | |] 3.2 | | | [added: | | | | | |]

| 4.1 | | | [added: | | |] [Indenture, dated as of October 15, 2014, between Keysight Technologies, Inc. and U.S. Bank National Association, as Trustee](http://www.sec.gov/Archives/edgar/data/1601046/000110465914072101/a14-21591_3ex4d1.htm) | | [added: | | | |] 8-K | | [added: | | | |] 10/17/2014 | | [added: | | | |] 4.1 | | | [added: | | | | | |]

| 4.2 | | | [added: | | |] [First Supplemental Indenture, dated as of October 15, 2014, to the Indenture dated as of October 15, 2014, between Keysight Technologies, Inc. and U.S. Bank National Association, as Trustee](http://www.sec.gov/Archives/edgar/data/1601046/000110465914072101/a14-21591_3ex4d2.htm) | | [added: | | | |] 8-K | | [added: | | | |] 10/17/2014 | | [added: | | | |] 4.2 | | | [added: | | | | | |]

| 4.3 | | | [added: | | |] [Second Supplemental Indenture, dated as of April 6, 2017, to the Indenture dated as of October 15, 2014, between Keysight Technologies, Inc. and U.S. Bank National Association, as Trustee.](http://www.sec.gov/Archives/edgar/data/1601046/000119312517113557/d372398dex42.htm) | | [added: | | | |] 8-K | | [added: | | | |] 4/6/2017 | | [added: | | | |] 4.2 | | | [added: | | | | | |]

| 4.4 | | | [added: | | |] [Third Supplemental Indenture, dated as of October 22, 2019, to the Indenture dated as of October 15, 2014 between Keysight Technologies, Inc. and U.S. Bank National Association, as Trustee](http://www.sec.gov/Archives/edgar/data/1601046/000119312519271653/d793076dex42.htm) | | [added: | | | |] 8-K | | [added: | | | |] 10/22/2019 | | [added: | | | |] 4.2 | | | [added: | | | | | |]

| 4.5 | | | [added: | | |] [Description of Keysight Technologies, Inc. Registered [removed: Securities](https://www.sec.gov/Archives/edgar/data/1601046/000160104620000154/keys-10312020xexx45.htm)] [added: Securities](https://www.sec.gov/Archives/edgar/data/1601046/000160104621000197/keys-10312021xexx45.htm)] | | | | | | | | [added: | | | | | | | | | | | | | | | |] X | [added: | |]

| 10.1 | | | [removed: [Services] [added: | | | [Tax Matters] Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, [removed: Inc.](http://www.sec.gov/Archives/edgar/data/1601046/000104746914006952/a2220952zex-10_1.htm)] [added: Inc.](http://www.sec.gov/Archives/edgar/data/1601046/000104746914006952/a2220952zex-10_2.htm)] | | [added: | | | |] 10-12B/A | | [added: | | | |] 8/13/2014 | | [removed: 10.1] | | | [added: | 10.2 | | | | | | | | |]

| 10.2 | | | [removed: [Tax] [added: | | | [Intellectual Property] Matters Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, [removed: Inc.](http://www.sec.gov/Archives/edgar/data/1601046/000104746914006952/a2220952zex-10_2.htm)] [added: Inc.](http://www.sec.gov/Archives/edgar/data/1601046/000104746914006952/a2220952zex-10_4.htm)] | | [added: | | | |] 10-12B/A | | [added: | | | |] 8/13/2014 | | [removed: 10.2] | | | [added: | 10.4 | | | | | | | | |]

| 10.3 | | | [removed: [Employee Matters] [added: | | | [Trademark License] Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, [removed: Inc.](http://www.sec.gov/Archives/edgar/data/1601046/000104746914006952/a2220952zex-10_3.htm)] [added: Inc.](http://www.sec.gov/Archives/edgar/data/1601046/000104746914006952/a2220952zex-10_5.htm)] | | [added: | | | |] 10-12B/A | | [added: | | | |] 8/13/2014 | | [removed: 10.3] | | | [added: | 10.5 | | | | | | | | |]

| 10.4 | | | [removed: [Intellectual Property] [added: | | | [Real Estate] Matters Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, [removed: Inc.](http://www.sec.gov/Archives/edgar/data/1601046/000104746914006952/a2220952zex-10_4.htm)] [added: Inc.](http://www.sec.gov/Archives/edgar/data/1601046/000104746914006952/a2220952zex-10_6.htm)] | | [added: | | | |] 10-12B/A | | [added: | | | |] 8/13/2014 | | [removed: 10.4] | | | [added: | 10.6 | | | | | | | | |]

| [removed: 10.7] [added: 10.5] | | | [added: | | |] [Form of Indemnification Agreement](http://www.sec.gov/Archives/edgar/data/1601046/000104746914006273/a2220799zex-10_7.htm) | | [added: | | | |] 10-12B/A | | [added: | | | |] 7/18/2014 | | [added: | | | |] 10.7 | | | [added: | | | | | |]

| [removed: 10.8] [added: 10.6] | | | [added: | | |] [Keysight Technologies, Inc. Employee Stock Purchase Plan*](http://www.sec.gov/Archives/edgar/data/1601046/000104746914006273/a2220799zex-10_8.htm) | | [added: | | | |] 10-12B/A | | [added: | | | |] 7/18/2014 | | [added: | | | |] 10.8 | | | [added: | | | | | |]

| [removed: 10.9] [added: 10.7] | | | [added: | | |] [Form of Keysight Technologies, Inc. Global Performance Award Agreement*](http://www.sec.gov/Archives/edgar/data/1601046/000104746914006273/a2220799zex-10_11.htm) | | [added: | | | |] 10-12B/A | | [added: | | | |] 7/18/2014 | | [added: | | | |] 10.11 | | | [added: | | | | | |]

| [removed: 10.10] [added: 10.8] | | | [added: | | |] [Form of Keysight Technologies, Inc. Global Stock Option Award Agreement*](http://www.sec.gov/Archives/edgar/data/1601046/000104746914006273/a2220799zex-10_12.htm) | | [added: | | | |] 10-12B/A | | [added: | | | |] 7/18/2014 | | [added: | | | |] 10.12 | | | [added: | | | | | |]

| [removed: 10.11] [added: 10.9] | | | [added: | | |] [Form of Keysight Technologies, Inc. Non-Employee Director Stock Option Award Agreement*](http://www.sec.gov/Archives/edgar/data/1601046/000104746914006273/a2220799zex-10_13.htm) | | [added: | | | |] 10-12B/A | | [added: | | | |] 7/18/2014 | | [added: | | | |] 10.13 | | | [added: | | | | | |]

| [removed: 10.12] [added: 10.10] | | | [added: | | |] [Form of Keysight Technologies, Inc. Non-Employee Director Stock Award Agreement*](http://www.sec.gov/Archives/edgar/data/1601046/000104746914006273/a2220799zex-10_14.htm) | | [added: | | | |] 10-12B/A | | [added: | | | |] 7/18/2014 | | [added: | | | |] 10.14 | | | [added: | | | | | |]

| [removed: 10.13] [added: 10.11] | | | [added: | | |] [Form of Keysight Technologies, Inc. 2014 Deferred Compensation Plan*](http://www.sec.gov/Archives/edgar/data/1601046/000104746914006273/a2220799zex-10_15.htm) | | [added: | | | |] 10-12B/A | | [added: | | | |] 7/18/2014 | | [added: | | | |] 10.15 | | | [added: | | | | | |]