Keysight Technologies (KEYS) 10-K risk factor changes: FY2022 vs FY2021

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

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

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 [removed: collaborate globally with customers, suppliers,] [added: manufacture, ship or deliver products] and [removed: internal colleagues.][added: solutions to customers.]

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

Global and regional economic uncertainty, [removed: recession,] [added: inflation, recession] or depression may impact our business, resulting in:

In addition, global and regional macroeconomic developments, such as increased unemployment, decreased income, uncertainty related to future economic activity, reduced access to credit, [added: increased interest rates,] volatility in capital markets, decreased liquidity, uncertain or destabilizing national election results in the U.S., Europe, and Asia, and negative changes or volatility in general economic conditions in the U.S., Europe, and Asia could negatively affect our ability to conduct business in those territories.

Financial difficulties experienced by our suppliers and customers, including distributors, due to economic volatility or negative changes could result in product delays, [added: reduced purchasing power,] delays in payment or inability to pay us, and inventory issues.

However, due to the uncertainties and volatile economic environment created by [added: increased geopolitical tensions, including] the [removed: continuing global pandemic,] [added: war between Russia and Ukraine,] the [added: impact of inflation, the potential for future recession, and continued supply chain challenges, the] markets we serve may experience increased volatility and may not experience the seasonality or cyclicality that we expect.

[removed: Also, if] [added: If] our customers' markets decline, we may not be able to collect on outstanding amounts due to us.

[removed: Also, in] [added: In] such an environment, pricing pressures could intensify.

Nationalistic economic policies and political trends [removed: 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, [added: including those on advanced computing and semiconductor manufacturing,] withdrawal from or re-negotiation of global trade agreements, tax policies that favor domestic industries and interests, the distancing or potential exit of [removed: 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 [removed: customers in international markets,] [added: customers,] and inability to conduct our operations as they have been conducted historically.

International trade disputes and increased tariffs between the United States and [removed: such jurisdictions] [added: the United Kingdom, the European Union, Singapore, Malaysia and China, among other countries] could substantially change our expectations and ability to operate in such jurisdictions as we have done historically.

In addition to the above, our customers and suppliers [removed: could] [added: have] become subject to U.S. export restrictions and sanctions, such as being added to the U.S. Department of Commerce’s “Lists of Parties of Concern” and having U.S. export privileges denied or suspended.

[removed: In the event that] [added: When] a customer or supplier of ours becomes subject to such sanctions, we [removed: will] suspend our business with such customer or supplier.

Because of the continued tense political and economic relationship between the [removed: United States] [added: U.S.] and [removed: China,] [added: China and between the U.S. and Russia,] new [added: restrictions or] sanctions [removed: could be] [added: have been] imposed with little notice, which could leave us without an adequate alternative solution to compensate for our inability to continue to do business with such customer or supplier.

Because we [added: operate our businesses and] sell our solutions worldwide, our business is subject to risks associated with doing business internationally.

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

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

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

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

- properly identify [added: and assess] customer needs;

Our income could be harmed if we fail to [removed: gain sufficient market share,] [added: expand our customer base,] if demand for our solutions is lower than we expect, or if our income related to the innovative technologies is lower than we anticipate.

Our income could be harmed if we are unable to adjust our purchases to market fluctuations, including those caused by [added: global economic conditions, volatile geopolitical conflict, or] the seasonal or cyclical nature of the markets in which we operate.

Making such estimations in [removed: the current] [added: an] economic climate affected by [removed: the] [added: inflation or recession, fluctuations in] global [removed: pandemic] [added: currency, geopolitical tension and war] is particularly difficult as increased volatility may impact seasonal trends making it more difficult to anticipate demand fluctuations.

Additionally, the current disruption to the global supply chain has impacted our ability to purchase [removed: supplies] [added: parts] and components to meet increasing product demand, which [added: has increased lead times, delayed shipments and] could materially affect our results.

[removed: We may have difficulty developing, manufacturing and] marketing the products of a newly acquired company in a way that enhances performance and expands the markets of the newly acquired company.

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

[removed: month] [added: Our hedging programs are designed to reduce, but not entirely eliminate, within any given 12-month] period, the impact of currency exchange rate movements, including those caused by currency controls, which could impact our business, operating results and financial condition by resulting in lower revenue or increased expenses.

This could also result in loss or damage to employee homes, employees relocating to other parts of the country or being unwilling to relocate to the strategic locations, housing shortages and loss of or inability to recruit key [removed: employees.][added: employees, 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.]

[added: 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.

From time to [removed: time, third] [added: time] parties have claimed that one or more of our solutions or services infringe their intellectual property rights.

[removed: Any dispute or] [added: Disputes and] litigation regarding patents or other intellectual property [removed: could be] [added: are] costly and time-consuming due to the complexity of our technology and the uncertainty of intellectual property litigation and could divert our management and key personnel from business operations.

[removed: A claim] [added: Claims] of intellectual property infringement could cause us to enter into a costly or restrictive license agreement (which may not be available under acceptable terms, or at all), require us to redesign certain of our solutions (which would be costly and time-consuming) and/or subject us to significant damages or an injunction against the [removed: development and] [added: development,] sale [added: and importation] of certain solutions or services.

[removed: In preparation for the separation and] distribution, we applied for trademarks related to [removed: our] [added: new] global brand name in various jurisdictions worldwide.

Intellectual property rights and our ability to enforce them may be unavailable or limited in some countries, which could make it easier for competitors to [added: infringe our intellectual property rights,] capture market share and could result in lost revenues to the company.

Our network security measures include, but are not limited to, the implementation of firewalls, antivirus protection, patches, log monitors, routine backups, offsite storage, network audits, [added: employee training] and routine updates and modifications.

In addition, our IT systems may be susceptible to damage, disruptions, instability, or shutdowns due to power outages, hardware failures, telecommunication failures, user errors, implementation of new operational systems or software or upgrades to existing systems and software, [removed: catastrophes] [added: catastrophes,] or other unforeseen events.

Such events could result in the disruption of business processes, network degradation and system downtime, along with the potential that a third party will exploit our critical assets [added: such as intellectual property, proprietary business information and data related to our customers, suppliers and business partners.]

Our effective tax rate may be adversely impacted by, among other things, changes in the mix of our earnings among countries with differing statutory tax rates, changes in the valuation allowance of deferred tax assets, and changes in tax [removed: laws.]

Our taxes could increase if the existing Singapore [added: or Malaysia] incentives are revoked or are not renewed upon expiration.

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

We are a global company with international operations, and we sell our products and solutions in countries throughout the world.

Recent escalation in regional conflicts, including the Russian invasion of Ukraine, which resulted in economic sanctions, and the risk of increased tensions between China and Taiwan, could limit or prohibit our ability to transfer certain technologies, to sell our products and solutions, and could result in closure of facilities in sanctioned countries, such as our recent decision to discontinue operations in Russia.

In addition, international conflict has resulted in increased pressure on the supply chain and could further result in increased energy costs, which could increase the cost of manufacturing, selling and delivering products and solutions; inflation, which could result in increases in the cost of manufacturing products and solutions, reduced customer purchasing power, increased price pressure, and reduced or cancelled orders; increased risk of cybersecurity attacks; and market instability, which could adversely impact our financial results.

- increased cost to manufacture products or deliver solutions;

- reduced customer purchasing power;

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

- inability to sell certain products, technologies, or services to countries, regions, facilities, or customers due to U.S. sanctions or trade restrictions;

- injunctions or exclusion orders related to intellectual property disputes;

The pandemic has led to global supply chain challenges, which have adversely

We may have difficulty developing, manufacturing and

On January 1, 2022, Centripetal Networks filed a lawsuit in Federal District Court in Virginia, alleging that certain Keysight products infringe certain of Centripetal’s patents.

In addition, in February 2022, Centripetal filed complaints in Germany alleging infringement of certain of Centripetal’s German patents, and in April 2022, Centripetal filed a complaint with the International Trade Commission (“ITC”) requesting that they investigate whether Keysight should be enjoined from importing certain products that are manufactured outside of the U.S. which are alleged to infringe Centripetal patents.

In preparation for the separation and

laws.

Keysight benefits from tax incentives in several jurisdictions, most significantly in Singapore and Malaysia, that will expire or require renewal at various times in the future.

The tax incentives provide lower rates of taxation on certain classes of income and require thresholds of investments and employment in those jurisdictions.

The Singapore tax incentive is due for renewal in 2024, and the Malaysia incentive is due for renewal in 2025.

Based on the current tax environment, we believe that we will satisfy such conditions in the future as needed, but cannot guarantee that the tax environment will not change or that such conditions will be satisfied.

We cannot guarantee that we will qualify or wish to qualify for any future incentive regime that may exist in the future.

As a result, our effective tax rate could be higher than it would have been had we maintained the benefits of the tax incentives and could harm our operating results.

If we cannot or do not wish to satisfy all or portions of the tax incentives conditions, we may lose the related tax incentives and could be required to refund the benefits that the tax incentives previously provided.

We are also regulated under a

On January 1, 2022, Centripetal Networks filed a lawsuit in Federal District Court in Virginia, alleging that certain Keysight products infringe certain of Centripetal’s patents.

In addition, in February 2022, Centripetal filed complaints in Germany alleging infringement of certain of Centripetal’s German patents, and in April 2022, Centripetal filed a complaint with the International Trade Commission (“ITC”) requesting that they investigate whether Keysight should be enjoined from importing certain products that are manufactured outside of the U.S. and alleged to infringe Centripetal patents.

Although we deny the allegations and intend to aggressively defend each case, the outcome of existing proceedings, lawsuits and claims may differ from our expectations because the outcomes of litigation are often difficult to reliably predict.

On December 17, 2021, Keysight and HP signed a restrictive covenant related to our Santa Rosa facility which prohibits certain uses of the property (such as running a daycare facility, hospital or school) and terminates HP’s remediation obligation related to that facility.

HP’s remediation obligations relating to Keysight’s Colorado Springs facility are ongoing.

- new or expanded trade restrictions;

- economic conditions such as inflation or recession;

- geopolitical conflicts; and

In March 2020, the World Health Organization declared COVID-19 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 spread of the disease.

To protect the health and safety of our employees, we temporarily closed our facilities globally and asked employees who can work from home to do so for the foreseeable future.

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.

Fluctuation in infection rates have continued and the 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 response.

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

Outbreaks causing renewed implementation or extension of existing government orders or new orders or mandates, such as government-imposed vaccine mandates, could also impact the availability of our employees or other 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.

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

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

increase foreign market penetration.

These processes include general accounting, inventory cost accounting, accounts payable and accounts receivables functions.

The continuing COVID-19 global pandemic could impact our ability to execute on these dependencies.

It may be difficult to differentiate ourselves from our competitors due to limited travel and access to customers, which could make it difficult to properly assess customer needs, and interruptions in manufacturing and delivery of solutions.

The COVID-19 pandemic has further exacerbated these risks as suppliers are impacted by periodic surges in infection rates, possible shutdown orders, new safety restrictions, including government and customer vaccine mandates, and disruptions to the global supply chain.

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

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.

Failing to achieve the company’s net zero or science-based targets commitments could result in

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

We currently benefit from tax incentives extended to certain of our foreign subsidiaries to encourage investment or employment, the most significant of which being Singapore.

The Singapore tax incentives require that specific conditions be satisfied, which include achieving thresholds of employment, ownership of certain assets, as well as specific types of investment activities within Singapore.

Our Singapore tax incentives are due for renewal in fiscal 2024, but we cannot guarantee that Singapore will not revoke the tax incentives earlier.

internal control over financial reporting requirements.

In connection with the separation from Agilent, Agilent also agreed to indemnify us for any liability associated with contamination from past operations at all properties transferred from Agilent to Keysight.

We cannot be sure that Agilent will fulfill its indemnification obligations.

- the impact of global pandemics, such as COVID-19;

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).

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, 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: impacts of geopolitical tension and conflict in regions outside of] the [removed: impact] [added: U.S., including the war between Russia and Ukraine and the risk] of increased [added: tensions between China and Taiwan, the impacts of increased] trade tension and tightening of export control regulations, the impact of compliance with the August [removed: 2,] [added: 3,] 2021 Consent Agreement with the Directorate of Defense Trade Controls, Bureau of Political-Military Affairs, Department of State, [added: the impact of new and ongoing litigation, inflationary pressures,] continued impacts to the supply chain, [removed: government mandates] [added: impacts] related to [removed: pandemic conditions such as a novel strain of coronavirus (“COVID-19”)] [added: endemic] and [removed: its variants,] [added: pandemic conditions,] impacts related to net zero emissions commitments, the impact of volatile weather caused by environmental conditions such as climate change, [added: increases in attrition] and our [added: ability to retain key personnel, and our] estimated or anticipated future results of operations, [removed: that] [added: which] involve risks and uncertainties.

[removed: The pandemic has led to global] [added: These headwinds, specifically the] supply chain [removed: challenges that] [added: disruptions,] have adversely impacted our ability to procure certain components, which in some cases [removed: is impacting] [added: has impacted] our ability to manufacture [removed: products and] [added: products,] causing delays in delivery of our solutions to our [removed: customers.][added: customers and higher material procurement costs.]

For discussion of risks related to [removed: COVID-19] [added: potential impacts of supply chain, geopolitical and macro-economic challenges] on our operations, business results and financial condition, see “Item 1A.

*Years ended October 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019*][added: 2020*]

[removed: Orders] [added: Revenue] associated with acquisitions contributed [removed: 1 percent] [added: 2 percentage points] to [removed: the order] [added: revenue] growth for [removed: 2020] [added: 2021] when compared to [removed: 2019.][added: 2020.]

[removed: Order] [added: The] growth in Asia Pacific [added: and Europe] was partially offset by a decline in [removed: Europe, while] the [removed: Americas remained flat.][added: Americas.]

Revenue of [removed: $4,221] [added: $5,420] million for [removed: 2020 decreased 2] [added: 2022 increased 10] percent when compared to [removed: 2019.][added: 2021.]

Revenue from the Communications Solutions Group and the Electronic Industrial Solutions Group represented approximately [removed: 74] [added: 70] percent and [removed: 26] [added: 30] percent, respectively, of total revenue for [removed: 2020.][added: 2022.]

Net income was [removed: $894] [added: $1,124] million in [removed: 2021] [added: 2022] compared to net income of [removed: $627] [added: $894] million and [removed: $621] [added: $627] million in [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively.

In [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] we generated operating cash flows of [removed: $1,322] [added: $1,144] million, [removed: $1,016] [added: $1,322] million and [removed: $998] [added: $1,016] million, respectively.

Our [removed: strategy of bringing] first-to-market solutions [removed: that help] [added: strategy enables] customers [added: to] develop new technologies and accelerate innovation [added: and] provides a platform for long-term growth.

Our [added: cash flow] hedging program is designed to hedge short-term currency movements based on a rolling period of up to twelve months.

Results from Operations - Years ended October 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]

| | | | Year Ended October 31, | | | | | | | | | | | | | | | | | | [removed: 2021] [added: 2022] over [removed: 2020] [added: 2021] % Change | | | | | | [removed: 2020] [added: 2021] over [removed: 2019] [added: 2020] % Change | | |

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | | | | | | | | | | | | | |

| Products | | | $ | [removed: 4,050] [added: 4,474] | | | | | $ | [removed: 3,432] [added: 4,050] | | | | | $ | [removed: 3,554] [added: 3,432] | | | | | [removed: 18%] [added: 10%] | | | | | | [removed: (3)%] [added: 18%] | | |

| Services and other | | | [removed: 891] [added: $] | [added: 946] | | | | | [removed: 789] [added: $] | [added: 891] | | | | | [removed: 749] [added: $] | [added: 789] | | | | | [removed: 13%] [added: 6%] | | | | | | [removed: 5%] [added: 13%] | | |

| [removed: Total revenue] [added: Revenue] | | | $ | [removed: 4,941] [added: 5,420] | | | | | $ | [removed: 4,221] [added: 4,941] | | | | | $ | [removed: 4,303] [added: 4,221] | | | | | [removed: 17%] [added: 10%] | | | | | | [removed: (2)%] [added: 17%] | | |

The following table provides the percent change in revenue for [removed: the years ended October 31, 2021] [added: 2022] and [removed: 2020] [added: 2021] by geographic [removed: region, including] [added: region] and [removed: excluding] the impact of foreign currency [removed: movements,] [added: movements] as compared to the respective prior year.

| | | | [removed: 2021] [added: 2022] over [removed: 2020] [added: 2021] | | | | | | | | | | | | [removed: 2020] [added: 2021] over [removed: 2019] [added: 2020] | | | | | | | | |

| Geographic Region | | | actual | | | | | | [removed: currency adjusted] [added: Currency Impact Favorable (Unfavorable)] | | | | | | actual | | | | | | [removed: currency adjusted] [added: Currency Impact Favorable (Unfavorable)] | | |

| Asia Pacific | | | [removed: 13] [added: 9%] | | [removed: %] | | | | [removed: 12] [added: (4) ppts] | | [removed: %] | | | | [removed: 2] [added: 13%] | | [removed: %] | | | | [removed: 2] [added: 1 ppt] | | [removed: %] |

| [removed: Gross margin on products] [added: Products] | | | [removed: 62.4] [added: 63.9] | | % | | | | [removed: 60.0] [added: 62.4] | | % | | | | [removed: 59.5] [added: 60.0] | | % | | | | 2 ppts | | | | | | [removed: 1 ppt] [added: 2 ppts] | | |

| [removed: Gross margin on services] [added: Services] and other | | | [removed: 60.7] [added: 62.7] | | % | | | | [removed: 60.0] [added: 60.7] | | % | | | | [removed: 56.0] [added: 60.0] | | % | | | | [removed: 1 ppt] [added: 2 ppts] | | | | | | [removed: 4 ppts] [added: 1 ppt] | | |

| [removed: Total gross] [added: Gross] margin | | | [removed: 62.1] [added: 63.7] | | % | | | | [removed: 60.0] [added: 62.1] | | % | | | | [removed: 58.9] [added: 60.0] | | % | | | | 2 ppts | | | | | | [removed: 1 ppt] [added: 2 ppts] | | |

| Operating margin | | | [removed: 21.9] [added: 24.6] | | % | | | | [removed: 18.1] [added: 21.9] | | % | | | | [removed: 16.5] [added: 18.1] | | % | | | | [removed: 4] [added: 3] ppts | | | | | | [removed: 2] [added: 4] ppts | | |

| Research and development | | | $ | [removed: 811] [added: 841] | | | | | $ | [removed: 715] [added: 811] | | | | | $ | [removed: 688] [added: 715] | | | | | [removed: 13%] [added: 4%] | | | | | | [removed: 4%] [added: 13%] | | |

| Selling, general and administrative | | | $ | [removed: 1,195] [added: 1,283] | | | | | $ | [removed: 1,097] [added: 1,195] | | | | | $ | [removed: 1,155] [added: 1,097] | | | | | [removed: 9%] [added: 7%] | | | | | | [removed: (5)%] [added: 9%] | | |

| Other operating expense (income), net | | | $ | [removed: (17)] [added: (8)] | | | | | $ | [removed: (44)] [added: (17)] | | | | | $ | [removed: (20)] [added: (44)] | | | | | [removed: (61)%] [added: (53)%] | | | | | | [removed: 118%] [added: (61)%] | | |

Excess and obsolete inventory charges were $27 million in [removed: 2021, $29] [added: 2022, $27] million in [removed: 2020] [added: 2021] and [removed: $27] [added: $29] million in [removed: 2019.][added: 2020.]

Research and development expense increased 13 percent in 2021 compared to 2020, primarily driven by greater investments in key growth opportunities in our end markets and leading-edge technologies, [added: an] increase in variable people-related costs and incremental costs of acquired businesses.

Research and development expense [added: in 2022] increased [removed: 4] [added: 3] percent [removed: in 2020] [added: when] compared to [removed: 2019,] [added: 2021,] primarily driven by [removed: greater] investments in key growth opportunities in our end markets and leading-edge technologies, [removed: and] [added: as well as] incremental costs of acquired businesses, partially offset by [removed: declines in] [added: lower] variable [removed: compensation and a reduction in discretionary spending due to COVID-19 related disruptions.][added: people-related costs.]

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 [removed: costs] [added: costs,] and incremental costs of acquired businesses, partially offset by reductions in travel and marketing-related costs due to COVID-19 related disruptions.

Selling, general and administrative expenses [removed: decreased 5] [added: increased 7] percent in [removed: 2020] [added: 2022] compared to [removed: 2019,] [added: 2021,] primarily driven by [removed: declines] [added: increased investment] in [added: sales resources, higher infrastructure-related,] travel and marketing-related [removed: costs due to COVID-19 related disruptions, and variable and other people-related] costs, [removed: partially offset by] [added: as well as] incremental costs of acquired [removed: businesses.][added: businesses, partially offset by lower variable people-related costs.]

Other operating expense (income), net was income of [removed: $17] [added: $8] million, [removed: $44] [added: $17] million and [removed: $20] [added: $44] million for [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] respectively.

Our headcount was approximately [removed: 14,300] [added: 15,000] at October 31, [removed: 2021] [added: 2022,] compared to approximately [removed: 13,900] [added: 14,300] at October 31, [removed: 2020.][added: 2021.]

Interest income for [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] was [removed: $3] [added: $16] million, [removed: $11] [added: $3] million and [removed: $23] [added: $11] million, respectively, and primarily relates to interest earned on our cash balances.

Interest expense for [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] was $79 million, [removed: $78] [added: $79] million and [removed: $80] [added: $78] million, respectively, and primarily relates to interest on our senior notes.

Other income (expense), net for [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019] [added: 2020] was income of [removed: $6] [added: $14] million, [removed: $63] [added: $6] million and [removed: $61] [added: $63] million, respectively, and primarily includes [added: net] income related to our defined benefit and post-retirement benefit plans (interest cost, expected return on assets, amortization of net actuarial loss and prior service credits, and gains (losses) on settlements and curtailments) and the change in fair value of our equity investments.

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

*Inflation, supply chain disruptions and the challenging geopolitical and macro-economic environment*

Our global operations have been affected by many headwinds, including inflationary pressures, ongoing global supply chain disruptions, increased geopolitical tensions, including the war between Russia and Ukraine, increased trade restrictions, financial market volatility, currency movements, and the pandemic.

We used a number of strategies to effectively navigate supply chain challenges, including product redesign, alternate sourcing, and increased supplier and customer engagement.

These, along with the strength of our broad portfolio and global application of the Keysight Leadership Model, enables us to deliver consistent value to our customers.

*Russia-Ukraine war*

In February 2022, the U.S. imposed economic sanctions and other restrictions on Russia following its invasion of Ukraine.

As a result, after an initial suspension of operations in Russia, we permanently discontinued our Russian operations and are exiting Russia.

Our business in Russia accounted for approximately 1 percent of total revenue for 2021.

In 2022, we recorded pre-tax expenses of $13 million, including asset impairment charges of $7 million and other liquidation-related expenses, including employee severance related to our exit of Russia.

Orders of $5,984 million for 2022 increased 12 percent when compared to 2021.

Foreign currency movements had an unfavorable impact of 3 percentage points on order growth for 2022 as compared to 2021.

Orders grew across all regions, including double-digit growth in Asia Pacific.

Foreign currency movements had an unfavorable impact of 2 percentage points on revenue growth for 2022 as compared to 2021.

Revenue for both the Communications Solutions Group and the Electronic Industrial Solutions Group grew as compared to 2021, driven by growth across all regions and markets.

The increase in net income for 2022 when compared to 2021 was primarily driven by higher revenue volume, lower amortization of acquisition-related balances and lower variable people-related costs, partially offset by higher material costs and higher selling, general and administrative, R&D and income tax expenses.

Our customers are expected to continue to make R&D investments in certain next-generation technologies, such as 5G/6G, new mobility technologies, industrial internet of things ("IoT") and defense modernization.

In the midst of an uncertain economic environment, we continue to closely monitor the macro indicators related to inflation, trade, tariffs, monetary and fiscal policies, endemic and pandemic conditions, and the related global supply chain challenges, increased trade restrictions and increasing geopolitical tension in regions outside of the U.S., including the risk of increased tensions between China and Taiwan.

A summary of our results is as follows:

| in millions, except margin data | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| *Percentage of revenue* | | | 83 | | % | | | | 82 | | % | | | | 81 | | % | | | | 1 ppt | | | | | | 1 ppt | | |

| *Percentage of revenue* | | | 17 | | % | | | | 18 | | % | | | | 19 | | % | | | | (1) ppt | | | | | | (1) ppt | | |

| *Percentage of revenue* | | | 16 | | % | | | | 16 | | % | | | | 17 | | % | | | | (1) ppt | | | | | | (1) ppt | | |

| *Percentage of revenue* | | | 24 | | % | | | | 24 | | % | | | | 26 | | % | | | | — | | | | | | (2) ppts | | |

| Income from operations | | | $ | 1,334 | | | | | $ | 1,080 | | | | | $ | 765 | | | | | 24% | | | | | | 41% | | |

| Interest income | | | $ | 16 | | | | | $ | 3 | | | | | $ | 11 | | | | | 676% | | | | | | (81)% | | |

| Interest expense | | | $ | (79) | | | | | $ | (79) | | | | | $ | (78) | | | | | —% | | | | | | 1% | | |

| Other income (expense), net | | | $ | 14 | | | | | $ | 6 | | | | | $ | 63 | | | | | 105% | | | | | | (90)% | | |

| Income before taxes | | | $ | 1,285 | | | | | $ | 1,010 | | | | | $ | 761 | | | | | 27% | | | | | | 33% | | |

| Provision for income taxes | | | $ | 161 | | | | | $ | 116 | | | | | $ | 134 | | | | | 39% | | | | | | (14)% | | |

| Net income | | | $ | 1,124 | | | | | $ | 894 | | | | | $ | 627 | | | | | 26% | | | | | | 43% | | |

| Americas | | | 10% | | | | | | — | | | | | | 22% | | | | | | — | | |

| Europe | | | 11% | | | | | | (5) ppts | | | | | | 18% | | | | | | 4 ppts | | |

| Total revenue | | | 10% | | | | | | (2) ppts | | | | | | 17% | | | | | | 1 ppt | | |

Gross Margin, Operating Margin and Income Before Taxes

Gross margin increased 2 percentage points in 2022 compared to 2021, primarily driven by lower amortization of acquisition-related balances, price increases, higher revenue volume and lower variable people-related costs, partially offset by higher material costs.

partially offset by lower variable people-related costs.

The decrease in net other operating income in 2022 was primarily driven by asset impairment charges related to the discontinuance of our Russia operations.

Operating margin increased 3 percentage points in 2022 when compared to 2021, primarily driven by gross margin gains and lower operating expenses as a percentage of sales.

The increase in net other income for 2022 when compared to 2021 was primarily driven by $38 million lower amortization of net actuarial losses and a 2021 loss on a partial settlement of a non-U.S. pension plan, partially offset by a $31 million loss on our equity investments.

The increase in the effective tax rate from 2021 to 2022 was due to nonrecurring tax benefits recorded in 2021, partially offset by a decrease in 2022 taxes from changes in tax reserves primarily due to audit settlement and from a relative decrease in U.S. tax due on non-U.S. earnings.

*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.

Such orders included movement control and shelter-in-place orders, travel restrictions, limitations on public gatherings, school closures, social distancing 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 most sites worldwide and significantly ramped our production and services operations.

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

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.

Total orders for 2020 were $4,528 million, an increase of 2 percent when compared to 2019.

Foreign

currency movements had an immaterial impact on the year-over-year comparison.

Foreign currency movements had an immaterial impact on the year-over-year comparison.

Revenue associated with acquisitions had a 1 percentage point favorable impact on revenue for 2020 when compared to 2019.

Revenue for both the Communications Solutions Group and Electronic Industrial Solutions Group declined as compared to 2019 due to the impact of site closures and supply chain disruptions related to the COVID-19 pandemic.

The increase in net income for 2020 when compared to 2019 was driven by favorable mix, a decline in variable compensation and a reduction in discretionary spending, partially offset by lower revenue volume due to the impact of site closures and supply chain disruptions as well as higher income tax expense.

We expect our customers to continue to make R&D investments in certain next-generation technologies.

We are still in the early market stages for technologies such as 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, pandemics or epidemics, such as the COVID-19 outbreak, and the related global supply chain challenges.

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

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

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

| Revenue: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| % of total revenue: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Products | | | 82 | | % | | | | 81 | | % | | | | 83 | | % | | | | 1% | | | | | | (2)% | | |

| Services and other | | | 18 | | % | | | | 19 | | % | | | | 17 | | % | | | | (1)% | | | | | | 2% | | |

| Total | | | 100 | | % | | | | 100 | | % | | | | 100 | | % | | | | | | | | | | | | |

| Americas | | | 22 | | % | | | | 22 | | % | | | | (5) | | % | | | | (5) | | % |

| Europe | | | 18 | | % | | | | 14 | | % | | | | (5) | | % | | | | (6) | | % |

| Total revenue | | | 17 | | % | | | | 16 | | % | | | | (2) | | % | | | | (2) | | % |

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

Foreign currency movements had a favorable impact of 1 percentage point on total revenue growth in 2021, with a favorable impact of 4 percentage points in Europe and 1 percentage point in Asia Pacific.

For the year ended October 31, 2020, revenue declined in the Americas and Europe, partially offset by growth in Asia Pacific, due to the impact of temporary site closures and supply chain disruptions related to the COVID-19 pandemic.

Foreign currency movements had an immaterial impact on total revenue in 2020, with a favorable impact of 1 percentage point in Europe.

Backlog

Backlog represents the amount of revenue expected from orders that have already been booked, including orders for goods and services that have not been delivered to customers, orders invoiced but not yet recognized as revenue, and orders for goods that were shipped but not invoiced, awaiting acceptance by customers and/or completion of a commitment to a customer.

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.

While backlog on any particular date can be an indicator of short-term revenue performance, it is not necessarily a reliable indicator of medium or long-term revenue performance.

Costs and Expenses

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

In [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] approximately 77 percent, [removed: 76] [added: 77] percent and [removed: 74] [added: 76] 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, had an immaterial impact on our revenue in the year ended October 31, [removed: 2021.][added: 2022.]

As of October 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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.

As of October 31, [removed: 2021,] [added: 2022,] 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: $17] [added: $36] million.

We generated [removed: $4.9] [added: $5.4] billion, [removed: $4.2] [added: $4.9] billion and [removed: $4.3] [added: $4.2] billion of revenue in [removed: fiscal years 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] respectively.

Revenue, income from operations and assets by business segment as of and for the fiscal years ended October 31, [added: 2022,] 2021, [removed: 2020] and [removed: 2019] [added: 2020,] are provided in Note 16, "Segment Information," to our consolidated financial statements.

We had more than [removed: 17,500] [added: 18,000] direct customers for our solutions and services in [removed: fiscal year 2021] [added: 2022] and [removed: greater than 32,000] [added: over 30,000] customers [added: globally,] including indirect channels.

Our software and hardware solutions support our customers' design and test challenges across the entire product [removed: lifecycle.][added: lifecycle and help accelerate their time to market.]

We provide simulation, prototype development and validation solutions for research and development ("R&D"), high-volume manufacturing test solutions, as well as handheld and other solutions for operational test and [removed: optimization] [added: optimization,] including user experience in the field.

Our objective is to increase the productivity of our [removed: customers and reduce their time to market.][added: customers.]

- [added: Keysight Software Solutions -] Expanding our [removed: software-centric solutions] [added: software offerings] to meet customer needs and increase recurring revenue

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

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

Support [removed: offerings] [added: 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.

◦*Wireless communication measurement [removed: solutions.* We] [added: solutions.*We] are investing in the development of new wireless communications [added: design and] test solutions to satisfy the commercial communications end [removed: market, which is being driven by growth in mobile data, Internet of Things ("IoT")] [added: market] and [removed: evolving] [added: provide the industry with new capabilities for development of next-generation devices, as well as] wireless [removed: standards.][added: and wireline networks.]

[removed: With our] [added: Our] technical breadth [removed: and expertise and strategic] [added: combined with our] engagement with market-leading customers [removed: and partners around the world, we have] [added: has enabled our development of] leading-edge [removed: solutions for wireless applications available] and [removed: have been first to market with many 5G, 6G] [added: first-to-market solutions in 5G] and virtual network [removed: solutions.][added: applications, such as ORAN.]

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

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

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

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

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

We are investing to bring this powerful capability to a broad range of increasingly software-driven [removed: environments driven by cloud technology.][added: environments, such as data centers and the cloud.]

Together, these solutions enable network and data center operators to continuously update their networks to deliver higher levels of performance, improve quality of [removed: service] [added: service,] and enhance network security, necessitated by the rapid growth of high-speed, connected devices and applications.

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

In particular, the low-latency and [removed: high bandwidth] [added: high-bandwidth] requirements of 5G are [removed: transforming the entire network.][added: impacting network capabilities.]

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

Our electronic measurement business originated in [added: Silicon Valley in] 1939.

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

- *Industry-focused organization structure to support customer success.* Our industry-focused organization structure enables [removed: closer] customer alignment and allows us to partner closely with market leaders to enable new technologies and provide first-to-market solutions for emerging applications.

Keysight is viewed as a trusted adviser and partner across [added: multiple] industries.

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 [removed: instruments.][added: instruments, many of which leverage our open and scalable Pathwave software platform.]

[removed: ][added: ]

- [removed: *Sales] [added: *Global sales] channel [removed: with global] [added: and] reach.* We have a comprehensive [added: global] sales channel with experienced management teams and highly technical sales and application [removed: engineers in all parts of the world,] [added: engineers,] 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 [removed: five years, primarily driven by investments and acquisitions.][added: six years.]

Approximately [removed: 75] [added: 80] 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 [added: and distribution] partners.

To ensure broad geographic coverage and [removed: further] drive [added: further] growth, we maintain a network of over 800 channel partners and an e-commerce platform to complement our direct sales force [removed: to] [added: and] extend the digital buying experience for our customers.

The [removed: combined] [added: combination of our] direct and indirect channels contribute to [removed: our focus on acquiring] new [removed: customers,] [added: customer acquisition,] resulting in the addition of more than [removed: 2,000] [added: 1,900] new customers in [removed: 2021.][added: 2022.]

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, as well as technical support [removed: as part of] [added: through] KeysightCare.

- *Centralized order fulfillment.* Our [added: centralized] 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.

Keysight has a [removed: central] [added: centralized] order fulfillment organization that supplies solutions to customers across geographies.

[removed: ][added: ]

This business generated revenue of [removed: $3,523] [added: $3,803] million in [removed: fiscal 2021, $3,132] [added: 2022, $3,523] million in [removed: fiscal 2020] [added: 2021] and [removed: $3,177] [added: $3,132] million in [removed: fiscal 2019.][added: 2020.]

We market our electronic design and test solutions to chipset providers, network equipment manufacturers (“NEMs”), wireless device providers and component providers within the supply chain for these customers as well as network operators, including communications [added: and hyperscale cloud] service providers and enterprises.

Keysight's software solutions can be characterized in the following three categories:

*◦Instrument software applications.* Instrument software applications are designed to optimize the value that our customers derive from our instruments by providing faster insight and analytics through a combined hardware and software application solution.

This solution includes core software used to run our instruments and related applications that are pre-installed on our instruments.

*◦Software application solutions.* Software applications unify multiple instruments into industry-specific solutions to provide faster time to insight across industries, technologies and lifecycle phases.

Examples include solutions for 5G and 6G communications, autonomous and electric vehicles, defense modernization, Internet of Things ("IoT"), Open Radio Access Network ("ORAN") and quantum computing.

◦*Standalone software.* Our standalone software solutions enable customers to accelerate their digital design and test workflows and address their design, simulation, emulation, automation, and quality assurance needs in the R&D lab and beyond.

These solutions are built on our open and scalable Pathwave software platform and enable our customers to translate virtual designs into real products.

Our software test automation platform uses artificial intelligence and machine learnings ("AI/ML") to accelerate customer productivity in software test creation and execution.

We continue to make strategic investments to support the delivery of a comprehensive, innovative 5G portfolio.

◦*6G solution development.* Keysight has been investing in solutions and technology for the academic, commercial, and government research communities, who are exploring a wide breadth of technologies required to address another new generation of wireless capabilities.

The expansion of large-scale commercial wireless technologies into healthcare, transportation, finance, manufacturing, and agriculture is expected to drive investment in new technologies in radio and satellite systems, new networking technologies, and the pervasive use of artificial intelligence.

Keysight is well positioned to be a preferred strategic partner with leading innovative solutions driving the long-term path to 6G.

In recent years, we have introduced new design and test solutions covering vehicle intelligence, radar scene emulation, connectivity, power and security, including the first-to-market integrated vehicle-to-everything ("V2X") solution for 4G/5G networks with integrated traffic scenario testing, Advanced Driver Assistance Systems ("ADAS") and an Autonomous Drive Emulation ("ADE") platform that enables real sensor data streaming to a decision-making computer.

Keysight’s innovative solutions focus on the entire value chain of electric vehicles from battery formation through manufacturing and operations.

We continue to invest to

A part of this direct sales channel is focused on subscription software and services, which add value to our customers' design workflows and create recurring revenue for Keysight.

Solutions with industry-specific features or software for our defense customers represented less than 5 percent of total consolidated company revenue in 2022.

Service Solutions

We also provide industry-specific services to deliver complete Keysight

The Chief Customer Officer is responsible for developing and executing the company’s customer-centric vision by enhancing the end-to-end customer experience; enabling customer success through the seamless delivery of first-to-market solutions to a diverse, global customer base; and expanding Keysight’s go-to-market strategies across all regions and ecosystems.

We plan our supply chain based on forecasts, and generally manufacture and configure the finished products upon receipt of firm orders.

We employ a multi-pronged marketing strategy to enhance brand equity, including articulating a strong, cohesive brand purpose, establishing our presence and thought leadership in existing and promising emerging markets, resulting in one powerful brand voice for Keysight.

We fuel growth initiatives through online digital transformation, high-value content, new product launches, and sophisticated digital demand

generation programs tailored to local markets, to attract new accounts.

As the world enters the post-pandemic era, we’re blending virtual and physical events to broaden our reach, while capitalizing on the benefits of physical interactions.

We continue to expand Keysight University, an online learning hub for engineers, with inbound marketing events and compelling courses that deliver key insights from registrants into Keysight’s marketing engine.

We continuously evolve our marketing practices and technology stack in order to support a data-driven approach to our sales and marketing.

We continue to refine and expand our talent acquisition strategies and processes.

We had a global job acceptance rate of 83.2 percent in 2022.

Our annual rewards process provides employees with feedback on their

We continue to develop our leadership capability.

We have created knowledge transfer practices to enable us to retain critical knowledge.

In addition to our broader DE&I initiatives, we set near-term objectives to increase representation of women globally and under-represented minorities in the U.S. We have a DE&I Director who is responsible for driving strategy and for implementation of new and ongoing DE&I initiatives.

Our Employee

We also have leadership development programs including training for new managers and development through ExecOnline.

We seek to achieve pay parity across our organization and in 2022 maintained a worldwide women-to-men pay parity of nearly 1:1.

We accomplish this through strict compliance with applicable laws and regulations regarding workplace safety.

Our programs include recognition and control of workplace hazards, ergonomics training, a global travel health program, and robust emergency and disaster recovery plans.

through placement of advance of purchase orders where necessary.

On December 17, 2021, Keysight and HP signed a restrictive covenant related to our Santa Rosa facility which prohibits certain uses of the property (such as running a daycare facility, hospital or school) and terminates HP’s remediation obligation related to that facility.

◦*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 test automation.* The Eggplant software test automation platform uses artificial intelligence ("AI") and 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.

The Eggplant platform extends our core test capabilities 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.

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.

We are in the process of adding subscription-based purchasing alternatives to more of our software, in some cases phasing out perpetual access, and for some new product offerings, never offering perpetual terms, in order to provide customers with regular updates and predictable expense outlays, while increasing our recurring revenues.

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

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.

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

◦*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.

We are investing 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.

- Developing solutions for network transformation

Our PathWave software platform incorporates some of these software elements.

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

In fiscal 2021, “tailor-made” defense revenue represented less than 5 percent of total revenue.

Software tools are used to design and test wireless devices and test the performance of networks.

Our comprehensive network visibility

In the aerospace, defense and government market, our primary competitors are Rohde & Schwarz GmbH & Co. KG, Teledyne Technologies, Fortive Corporation and VIAVI Solutions Inc.

Our R&D seeks to improve on various technical competencies in software and hardware systems, electronics and solution delivery.

R&D investments are focused on delivering technology and first-to-market solutions, as well as building a strong foundation for future solutions over a longer time horizon.

Services Solutions

solutions, uptime and utilization requirements.

We generally manufacture products after we have received firm orders for delivery.

We take a multi-pronged approach to building brand equity, including articulating a strong brand purpose, establishing our presence in key markets, deploying behavior-based and geo-targeting advertising to increase online reach, and maintaining leadership in worldwide earned media mentions.

We support growth initiatives through high-value content, industry events and local market activities, and implement digital programs to attract new accounts.

In response to the Covid-19 pandemic, we emphasized virtual events that enabled customers to remotely innovate and learn.

We continue to expand Keysight University, an online learning platform for engineers, with courses for every career level, and have launched a Virtual Solutions Center to showcase

solution use cases.

We continuously adopt leading-edge marketing practices, technology, and data-driven investments to stay at the forefront of the industry and maximize marketing ROI for Keysight.

In addition, in this past year the board of directors changed the name of the Committee from the Compensation Committee to the Compensation and Human Capital Committee and revised the Committee Charter to reflect the Committee’s increased oversight responsibility for Human Capital management.

We support STEM education through a variety of company-sponsored and employee-led programs, such as “Introduce a Girl to Engineering” and “Expand Your Horizons,” which introduce school-age students to engineering.

We are continuously refining and expanding our talent acquisition strategies and processes, from interviewing to onboarding.

“Developing Job Descriptions & Marketing Job Openings Inclusively” and “SELECT – The Neuroscience of Better Hiring” are two examples of courses available to recruiters and hiring managers.

Pursuant [added: to] the Consent Agreement, we [removed: will pay] [added: were assessed] a penalty of $6.6 [removed: million,] [added: million to be paid over three years,] $2.5 million of which [removed: is suspended,] [added: was suspended and designated for remediation activities] over three [removed: years and will employ] [added: years, including employment of] a special compliance [removed: officer for three years.][added: officer.]

We are also involved in lawsuits, claims, investigations and [added: other] 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 probable and reasonably possible of having a material impact to our business, consolidated financial position, [added: or] results of operations or cash flows, the outcome of litigation is inherently uncertain and [removed: the outcome] is difficult to predict.

To date, we have paid $2.1 million of the penalty.

The suspended portion of the penalty has been satisfied by amounts we have spent on qualifying compliance activities to date.

On January 1, 2022, Centripetal Networks filed a lawsuit in Federal District Court in Virginia, alleging that certain Keysight products infringe certain of Centripetal’s patents.

In addition, in February 2022 Centripetal filed complaints in Germany alleging infringement of certain of Centripetal’s German patents, and in April 2022 Centripetal filed a complaint with the International Trade Commission (“ITC”) requesting that they investigate whether Keysight should be enjoined from importing certain products that are manufactured outside of the U.S. and which are alleged to infringe Centripetal patents.

We deny the allegations and intend to aggressively defend each case.

For the fiscal year ended October 31, [removed: 2021][added: 2022]

The aggregate market value of common equity held by non-affiliates as of April 30, [removed: 2021] [added: 2022] was approximately [removed: $19] [added: $20] 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: 13, 2021,] [added: 12, 2022,] there were [removed: 183,042,478] [added: 178,795,460] shares of our common stock outstanding.

| Portions of the Proxy Statement for the Annual Meeting of Stockholders (the "Proxy Statement") to be held on March [removed: 17, 2022] [added: 16, 2023] and to be filed pursuant to Regulation 14A within 120 days after registrant's fiscal year ended October 31, [removed: 2021] [added: 2022] are incorporated by reference into Part III of this Report. | | | | | | III | | |

| [Forward-Looking [removed: Statements](#ief3f2fd8c6c0465cb8ca6213aa695c77_10)] [added: Statements](#ib81b59718a7e482fbd58b467ee1d1900_10)] | | | | | | [removed: [3](#ief3f2fd8c6c0465cb8ca6213aa695c77_10)] [added: [3](#ib81b59718a7e482fbd58b467ee1d1900_10)] | | |

| [Item [removed: 1](#ief3f2fd8c6c0465cb8ca6213aa695c77_13)] [added: 1](#ib81b59718a7e482fbd58b467ee1d1900_13)] | | | [removed: [Business](#ief3f2fd8c6c0465cb8ca6213aa695c77_16)] [added: [Business](#ib81b59718a7e482fbd58b467ee1d1900_16)] | | | [removed: [3](#ief3f2fd8c6c0465cb8ca6213aa695c77_16)] [added: [3](#ib81b59718a7e482fbd58b467ee1d1900_16)] | | |

| [Item [removed: 1A](#ief3f2fd8c6c0465cb8ca6213aa695c77_52)] [added: 1A](#ib81b59718a7e482fbd58b467ee1d1900_52)] | | | [Risk [removed: Factors](#ief3f2fd8c6c0465cb8ca6213aa695c77_52)] [added: Factors](#ib81b59718a7e482fbd58b467ee1d1900_52)] | | | [removed: [21](#ief3f2fd8c6c0465cb8ca6213aa695c77_52)] [added: [20](#ib81b59718a7e482fbd58b467ee1d1900_52)] | | |

| [Item [removed: 1B](#ief3f2fd8c6c0465cb8ca6213aa695c77_55)] [added: 1B](#ib81b59718a7e482fbd58b467ee1d1900_55)] | | | [Unresolved Staff [removed: Comments](#ief3f2fd8c6c0465cb8ca6213aa695c77_55)] [added: Comments](#ib81b59718a7e482fbd58b467ee1d1900_55)] | | | [removed: [33](#ief3f2fd8c6c0465cb8ca6213aa695c77_55)] [added: [33](#ib81b59718a7e482fbd58b467ee1d1900_55)] | | |

| [Item [removed: 2](#ief3f2fd8c6c0465cb8ca6213aa695c77_58)] [added: 2](#ib81b59718a7e482fbd58b467ee1d1900_58)] | | | [removed: [Properties](#ief3f2fd8c6c0465cb8ca6213aa695c77_58)] [added: [Properties](#ib81b59718a7e482fbd58b467ee1d1900_58)] | | | [removed: [34](#ief3f2fd8c6c0465cb8ca6213aa695c77_58)] [added: [34](#ib81b59718a7e482fbd58b467ee1d1900_58)] | | |

| [Item [removed: 3](#ief3f2fd8c6c0465cb8ca6213aa695c77_61)] [added: 3](#ib81b59718a7e482fbd58b467ee1d1900_61)] | | | [Legal [removed: Proceedings](#ief3f2fd8c6c0465cb8ca6213aa695c77_61)] [added: Proceedings](#ib81b59718a7e482fbd58b467ee1d1900_61)] | | | [removed: [35](#ief3f2fd8c6c0465cb8ca6213aa695c77_61)] [added: [35](#ib81b59718a7e482fbd58b467ee1d1900_61)] | | |

| [Item [removed: 4](#ief3f2fd8c6c0465cb8ca6213aa695c77_64)] [added: 4](#ib81b59718a7e482fbd58b467ee1d1900_64)] | | | [Mine Safety [removed: Disclosures](#ief3f2fd8c6c0465cb8ca6213aa695c77_64)] [added: Disclosures](#ib81b59718a7e482fbd58b467ee1d1900_64)] | | | [removed: [35](#ief3f2fd8c6c0465cb8ca6213aa695c77_64)] [added: [35](#ib81b59718a7e482fbd58b467ee1d1900_64)] | | |

| [Item [removed: 5](#ief3f2fd8c6c0465cb8ca6213aa695c77_70)] [added: 5](#ib81b59718a7e482fbd58b467ee1d1900_70)] | | | [Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ief3f2fd8c6c0465cb8ca6213aa695c77_70)] [added: Securities](#ib81b59718a7e482fbd58b467ee1d1900_70)] | | | [removed: [36](#ief3f2fd8c6c0465cb8ca6213aa695c77_70)] [added: [36](#ib81b59718a7e482fbd58b467ee1d1900_70)] | | |

| [Item [removed: 6](#ief3f2fd8c6c0465cb8ca6213aa695c77_73)] [added: 6](#ib81b59718a7e482fbd58b467ee1d1900_73)] | | | [removed: [\[Reserved\]](#ief3f2fd8c6c0465cb8ca6213aa695c77_73)] [added: [\[Reserved\]](#ib81b59718a7e482fbd58b467ee1d1900_73)] | | | [removed: [36](#ief3f2fd8c6c0465cb8ca6213aa695c77_73)] [added: [36](#ib81b59718a7e482fbd58b467ee1d1900_73)] | | |

| [Item [removed: 7](#ief3f2fd8c6c0465cb8ca6213aa695c77_76)] [added: 7](#ib81b59718a7e482fbd58b467ee1d1900_76)] | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ief3f2fd8c6c0465cb8ca6213aa695c77_76)] [added: Operations](#ib81b59718a7e482fbd58b467ee1d1900_76)] | | | [removed: [37](#ief3f2fd8c6c0465cb8ca6213aa695c77_76)] [added: [37](#ib81b59718a7e482fbd58b467ee1d1900_76)] | | |

| [Item [removed: 7A](#ief3f2fd8c6c0465cb8ca6213aa695c77_118)] [added: 7A](#ib81b59718a7e482fbd58b467ee1d1900_118)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ief3f2fd8c6c0465cb8ca6213aa695c77_118)] [added: Risk](#ib81b59718a7e482fbd58b467ee1d1900_118)] | | | [removed: [52](#ief3f2fd8c6c0465cb8ca6213aa695c77_118)] [added: [52](#ib81b59718a7e482fbd58b467ee1d1900_118)] | | |

| [Item [removed: 8](#ief3f2fd8c6c0465cb8ca6213aa695c77_121)] [added: 8](#ib81b59718a7e482fbd58b467ee1d1900_121)] | | | [Financial Statements and Supplementary [removed: Data](#ief3f2fd8c6c0465cb8ca6213aa695c77_121)] [added: Data](#ib81b59718a7e482fbd58b467ee1d1900_121)] | | | [removed: [54](#ief3f2fd8c6c0465cb8ca6213aa695c77_121)] [added: [54](#ib81b59718a7e482fbd58b467ee1d1900_121)] | | |

| [Item [removed: 9](#ief3f2fd8c6c0465cb8ca6213aa695c77_265)] [added: 9](#ib81b59718a7e482fbd58b467ee1d1900_199)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ief3f2fd8c6c0465cb8ca6213aa695c77_265)] [added: Disclosure](#ib81b59718a7e482fbd58b467ee1d1900_199)] | | | [removed: [101](#ief3f2fd8c6c0465cb8ca6213aa695c77_265)] [added: [101](#ib81b59718a7e482fbd58b467ee1d1900_199)] | | |

| [Item [removed: 9A](#ief3f2fd8c6c0465cb8ca6213aa695c77_268)] [added: 9A](#ib81b59718a7e482fbd58b467ee1d1900_202)] | | | [Controls and [removed: Procedures](#ief3f2fd8c6c0465cb8ca6213aa695c77_268)] [added: Procedures](#ib81b59718a7e482fbd58b467ee1d1900_202)] | | | [removed: [101](#ief3f2fd8c6c0465cb8ca6213aa695c77_268)] [added: [101](#ib81b59718a7e482fbd58b467ee1d1900_202)] | | |

| [Item [removed: 9B](#ief3f2fd8c6c0465cb8ca6213aa695c77_271)] [added: 9B](#ib81b59718a7e482fbd58b467ee1d1900_205)] | | | [Other [removed: Information](#ief3f2fd8c6c0465cb8ca6213aa695c77_271)] [added: Information](#ib81b59718a7e482fbd58b467ee1d1900_205)] | | | [removed: [101](#ief3f2fd8c6c0465cb8ca6213aa695c77_271)] [added: [101](#ib81b59718a7e482fbd58b467ee1d1900_205)] | | |

| [Item [removed: 10](#ief3f2fd8c6c0465cb8ca6213aa695c77_277)] [added: 10](#ib81b59718a7e482fbd58b467ee1d1900_211)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#ief3f2fd8c6c0465cb8ca6213aa695c77_277)] [added: Governance](#ib81b59718a7e482fbd58b467ee1d1900_211)] | | | [removed: [101](#ief3f2fd8c6c0465cb8ca6213aa695c77_277)] [added: [101](#ib81b59718a7e482fbd58b467ee1d1900_211)] | | |

| [Item [removed: 11](#ief3f2fd8c6c0465cb8ca6213aa695c77_280)] [added: 11](#ib81b59718a7e482fbd58b467ee1d1900_214)] | | | [Executive [removed: Compensation](#ief3f2fd8c6c0465cb8ca6213aa695c77_280)] [added: Compensation](#ib81b59718a7e482fbd58b467ee1d1900_214)] | | | [removed: [102](#ief3f2fd8c6c0465cb8ca6213aa695c77_280)] [added: [102](#ib81b59718a7e482fbd58b467ee1d1900_214)] | | |

| [Item [removed: 12](#ief3f2fd8c6c0465cb8ca6213aa695c77_283)] [added: 12](#ib81b59718a7e482fbd58b467ee1d1900_217)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ief3f2fd8c6c0465cb8ca6213aa695c77_283)] [added: Matters](#ib81b59718a7e482fbd58b467ee1d1900_217)] | | | [removed: [102](#ief3f2fd8c6c0465cb8ca6213aa695c77_283)] [added: [102](#ib81b59718a7e482fbd58b467ee1d1900_217)] | | |

| [Item [removed: 13](#ief3f2fd8c6c0465cb8ca6213aa695c77_286)] [added: 13](#ib81b59718a7e482fbd58b467ee1d1900_220)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ief3f2fd8c6c0465cb8ca6213aa695c77_286)] [added: Independence](#ib81b59718a7e482fbd58b467ee1d1900_220)] | | | [removed: [102](#ief3f2fd8c6c0465cb8ca6213aa695c77_286)] [added: [103](#ib81b59718a7e482fbd58b467ee1d1900_220)] | | |

| [Item [removed: 14](#ief3f2fd8c6c0465cb8ca6213aa695c77_289)] [added: 14](#ib81b59718a7e482fbd58b467ee1d1900_223)] | | | [Principal Accounting Fees and [removed: Services](#ief3f2fd8c6c0465cb8ca6213aa695c77_289)] [added: Services](#ib81b59718a7e482fbd58b467ee1d1900_223)] | | | [removed: [103](#ief3f2fd8c6c0465cb8ca6213aa695c77_289)] [added: [103](#ib81b59718a7e482fbd58b467ee1d1900_223)] | | |

| [Item [removed: 15](#ief3f2fd8c6c0465cb8ca6213aa695c77_295)] [added: 15](#ib81b59718a7e482fbd58b467ee1d1900_229)] | | | [Exhibits, Financial Statement [removed: Schedules](#ief3f2fd8c6c0465cb8ca6213aa695c77_295)] [added: Schedules](#ib81b59718a7e482fbd58b467ee1d1900_229)] | | | [removed: [103](#ief3f2fd8c6c0465cb8ca6213aa695c77_295)] [added: [103](#ib81b59718a7e482fbd58b467ee1d1900_229)] | | |

| [Item [removed: 16](#ief3f2fd8c6c0465cb8ca6213aa695c77_298)] [added: 16](#ib81b59718a7e482fbd58b467ee1d1900_232)] | | | [Form 10-K [removed: Summary](#ief3f2fd8c6c0465cb8ca6213aa695c77_298)] [added: Summary](#ib81b59718a7e482fbd58b467ee1d1900_232)] | | | [removed: [107](#ief3f2fd8c6c0465cb8ca6213aa695c77_298)] [added: [107](#ib81b59718a7e482fbd58b467ee1d1900_232)] | | |

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, 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: impacts of geopolitical tension and conflict in regions outside of] the [added: U.S., including the war between Russia and Ukraine and the risk of increased tensions between China and Taiwan, the] impact of increased trade tension and tightening of export control regulations, the impact of compliance with the August [removed: 2,] [added: 3,] 2021 Consent Agreement with the Directorate of Defense Trade Controls, Bureau of Political-Military Affairs, Department of State, [added: the impact of new and ongoing litigation, inflationary pressures,] continued impacts to the supply chain, [removed: government mandates] [added: impacts] related to [removed: pandemic conditions such as a novel strain of coronavirus (“COVID-19”)] [added: endemic] and [removed: its variants,] [added: pandemic conditions,] impacts related to net zero emissions commitments, the impact of volatile weather caused by environmental conditions such as climate change, [added: increases in attrition] and our [added: ability to retain key personnel, and our] estimated or anticipated future results of operations, which involve risks and uncertainties.

____________________________________________________________

| [PART I](#ib81b59718a7e482fbd58b467ee1d1900_13) | | | | | | | | |

| [PART II](#ib81b59718a7e482fbd58b467ee1d1900_67) | | | | | | | | |

| [Item 9](#ib81b59718a7e482fbd58b467ee1d1900_2070)[C](#ib81b59718a7e482fbd58b467ee1d1900_2070) | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#ib81b59718a7e482fbd58b467ee1d1900_2070) | | | [101](#ib81b59718a7e482fbd58b467ee1d1900_2070) | | |

| [PART III](#ib81b59718a7e482fbd58b467ee1d1900_208) | | | | | | | | |

| [PART IV](#ib81b59718a7e482fbd58b467ee1d1900_226) | | | | | | | | |

| | | | [Signatures](#ib81b59718a7e482fbd58b467ee1d1900_235) | | | [108](#ib81b59718a7e482fbd58b467ee1d1900_235) | | |

_____________________________________________________________

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

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

| [PART III](#ief3f2fd8c6c0465cb8ca6213aa695c77_274) | | | | | | | | |

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

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

We own or lease [removed: 140] [added: 139] operating facilities located throughout the world that handle manufacturing production, [removed: research and development ("R&D"),] [added: R&D,] administration, assembly, sales, quality, assurance testing, distribution and packaging of our products.

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

As of October 31, [removed: 2021,] [added: 2022,] we own or lease approximately [removed: 6.2] [added: 5.6] million square [removed: feet] [added: feet(a)] of space worldwide, [added: a summary] of which [removed: we own approximately 4.1 million square feet and lease approximately 2.1 million square feet.][added: is provided below:]

[removed: Our manufacturing] [added: | Manufacturing] plants, R&D facilities and warehouse and administrative facilities [removed: occupy approximately 5.1 million square feet.][added: | | | | | | 5.3 | | |]

[removed: Our other facilities represent vacated space totaling approximately 0.8] [added: *(a)* *Excludes 0.6] million square [removed: feet,] [added: feet] of [added: vacated space, all of] which [removed: 0.7 million square feet] is leased to third [removed: parties.][added: parties.*]

| | | | | | | | | |

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

| | | | | | | Total square feet | | |

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

| | | | | | | | | |

| Owned facilities | | | | | | 3.5 | | |

| Leased facilities | | | | | | 2.1 | | |

| Total | | | | | | 5.6 | | |

| Occupancy of our facilities | | | | | | | | |

| Sales facilities | | | | | | 0.3 | | |

| Total | | | | | | 5.6 | | |

Our sales facilities occupy a total of approximately 0.3 million square feet.

There were [removed: 17,858] [added: 17,025] shareholders of record of Keysight common stock as of December [removed: 13, 2021.][added: 12, 2022.]

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: 2021.][added: 2022.]

The total number of shares of common stock purchased by the company during the fiscal year ended October 31, [removed: 2021] [added: 2022] is [removed: 4,361,542] [added: 5,442,280] shares.

| (1) | | | On November 18, [removed: 2020, our board of directors approved a stock repurchase program authorizing the purchase of up to $750 million of the company’s common stock. On November 18,] 2021, our board of directors approved a [removed: new] stock repurchase program authorizing the purchase of up to $1,200 million of the company’s common 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 [added: the] trade date using the cost method. | | |

| August 1, 2022 through August 31, 2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | $476,957,554 | | |

| September 1, 2022 through September 30, 2022 | | | | | | 605,322 | | | | | | $159.20 | | | | | | 605,322 | | | | | | $380,592,418 | | |

| October 1, 2022 through October 31, 2022 | | | | | | 190,531 | | | | | | $157.31 | | | | | | 190,531 | | | | | | $350,619,747 | | |

| Total | | | | | | 795,853 | | | | | | | | | | | | 795,853 | | | | | | | | |

| 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 | | | | | | | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#ief3f2fd8c6c0465cb8ca6213aa695c77_124)] [added: Firm](#ib81b59718a7e482fbd58b467ee1d1900_124) (PCAOB ID: 238)] | | | | | | [removed: [55](#ief3f2fd8c6c0465cb8ca6213aa695c77_124)] [added: [55](#ib81b59718a7e482fbd58b467ee1d1900_124)] | | |

| [Consolidated Statement of Operations for each of the three years in the period ended October 31, [removed: 2021](#ief3f2fd8c6c0465cb8ca6213aa695c77_130)] [added: 2022](#ib81b59718a7e482fbd58b467ee1d1900_130)] | | | | | | [removed: [57](#ief3f2fd8c6c0465cb8ca6213aa695c77_130)] [added: [57](#ib81b59718a7e482fbd58b467ee1d1900_130)] | | |

| [Consolidated Statement of Comprehensive Income for each of the three years in the period ended October 31, [removed: 2021](#ief3f2fd8c6c0465cb8ca6213aa695c77_133)] [added: 2022](#ib81b59718a7e482fbd58b467ee1d1900_133)] | | | | | | [removed: [58](#ief3f2fd8c6c0465cb8ca6213aa695c77_133)] [added: [58](#ib81b59718a7e482fbd58b467ee1d1900_133)] | | |

| [Consolidated Balance Sheet at October 31, [removed: 2021] [added: 2022] and [removed: 2020](#ief3f2fd8c6c0465cb8ca6213aa695c77_139)] [added: 2021](#ib81b59718a7e482fbd58b467ee1d1900_136)] | | | | | | [removed: [59](#ief3f2fd8c6c0465cb8ca6213aa695c77_139)] [added: [59](#ib81b59718a7e482fbd58b467ee1d1900_136)] | | |

| [Consolidated Statement of Cash Flows for each of the three years in the period ended October 31, [removed: 2021](#ief3f2fd8c6c0465cb8ca6213aa695c77_145)] [added: 2022](#ib81b59718a7e482fbd58b467ee1d1900_139)] | | | | | | [removed: [60](#ief3f2fd8c6c0465cb8ca6213aa695c77_145)] [added: [60](#ib81b59718a7e482fbd58b467ee1d1900_139)] | | |

| [Consolidated Statement of Equity for each of the three years in the period ended October 31, [removed: 2021](#ief3f2fd8c6c0465cb8ca6213aa695c77_148)] [added: 2022](#ib81b59718a7e482fbd58b467ee1d1900_142)] | | | | | | [removed: [61](#ief3f2fd8c6c0465cb8ca6213aa695c77_148)] [added: [61](#ib81b59718a7e482fbd58b467ee1d1900_142)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ief3f2fd8c6c0465cb8ca6213aa695c77_151)] [added: Statements](#ib81b59718a7e482fbd58b467ee1d1900_145)] | | | | | | [removed: [62](#ief3f2fd8c6c0465cb8ca6213aa695c77_151)] [added: [62](#ib81b59718a7e482fbd58b467ee1d1900_145)] | | |

We have audited the accompanying consolidated balance sheets of Keysight Technologies, Inc. and its subsidiaries (the “Company”) as of October 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] 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: 2021,] [added: 2022,] including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended October 31, [removed: 2021] [added: 2022] appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of October 31, [removed: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended October 31, [removed: 2021] [added: 2022] 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: 2021,] [added: 2022,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

[removed: *Changes] [added: Change] in Accounting [removed: Principles*][added: Principles]

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

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 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 [added: 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: Matter][added: Matters]

*U.S. [removed: and Certain Non-U.S.] Defined Benefit Plan Obligations*

As described in Notes 1 and 12 to the consolidated financial statements, the Company has defined benefit plan obligations of [removed: $881 million and $1,465] [added: $636] million for its U.S. plans [removed: and non-U.S. plans, respectively,] as of October 31, [removed: 2021.][added: 2022.]

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

The principal considerations for our determination that performing procedures relating to the Company’s U.S. [removed: 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: rates] [added: rate] 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 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 [added: the U.S.] discount [removed: rates] [added: rate] and (iii) comparing management's selected discount [removed: rates] [added: rate] to the independently developed ranges to evaluate the reasonableness of management’s discount rate assumption.

Developing the independent estimate involved developing a range of independent discount rates for each [added: U.S.] benefit plan based on publicly available market data for high quality corporate bonds.

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2019] [added: 2020] | | |

| Products | | | $ | [removed: 4,050] [added: 4,474] | | | | | $ | [removed: 3,432] [added: 4,050] | | | | | $ | [removed: 3,554] [added: 3,432] | |

| Services and other | | | [removed: 891] [added: 946] | | | | | | [removed: 789] [added: 891] | | | | | | [removed: 749] [added: 789] | | |

| Total revenue | | | [removed: 4,941] [added: 5,420] | | | | | | [removed: 4,221] [added: 4,941] | | | | | | [removed: 4,303] [added: 4,221] | | |

| Cost of products | | | [removed: 1,522] [added: 1,617] | | | | | | [removed: 1,373] [added: 1,522] | | | | | | [removed: 1,439] [added: 1,373] | | |

| Cost of services and other | | | [removed: 350] [added: 353] | | | | | | [removed: 315] [added: 350] | | | | | | [removed: 330] [added: 315] | | |

| Total costs | | | [removed: 1,872] [added: 1,970] | | | | | | [removed: 1,688] [added: 1,872] | | | | | | [removed: 1,769] [added: 1,688] | | |

| Research and development | | | [removed: 811] [added: 841] | | | | | | [removed: 715] [added: 811] | | | | | | [removed: 688] [added: 715] | | |

| Selling, general and administrative | | | [removed: 1,195] [added: 1,283] | | | | | | [removed: 1,097] [added: 1,195] | | | | | | [removed: 1,155] [added: 1,097] | | |

| Other operating expense (income), net | | | [removed: (17)] [added: (8)] | | | | | | [removed: (44)] [added: (17)] | | | | | | [removed: (20)] [added: (44)] | | |

| Total costs and expenses | | | [removed: 3,861] [added: 4,086] | | | | | | [removed: 3,456] [added: 3,861] | | | | | | [removed: 3,592] [added: 3,456] | | |

| Income from operations | | | [removed: 1,080] [added: 1,334] | | | | | | [removed: 765] [added: 1,080] | | | | | | [removed: 711] [added: 765] | | |

| Interest income | | | [removed: 3] [added: 16] | | | | | | [removed: 11] [added: 3] | | | | | | [removed: 23] [added: 11] | | |

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

| Other income (expense), net | | | [removed: 6] [added: 14] | | | | | | [removed: 63] [added: 6] | | | | | | [removed: 61] [added: 63] | | |

| Income before taxes | | | [removed: 1,010] [added: 1,285] | | | | | | [removed: 761] [added: 1,010] | | | | | | [removed: 715] [added: 761] | | |

| Provision for income taxes | | | [removed: 116] [added: 161] | | | | | | [removed: 134] [added: 116] | | | | | | [removed: 94] [added: 134] | | |

| Net income | | | $ | [removed: 894] [added: 1,124] | | | | | $ | [removed: 627] [added: 894] | | | | | $ | [removed: 621] [added: 627] | |

| Basic | | | $ | [removed: 4.84] [added: 6.23] | | | | | $ | [removed: 3.35] [added: 4.84] | | | | | $ | [removed: 3.31] [added: 3.35] | |

| Net income | | | $ | 1,124 | | | | | $ | 894 | | | | | $ | 627 | |

| Net income | | | $ | 1,124 | | | | | $ | 894 | | | | | $ | 627 | |

| Unrealized loss (gain) on investments in equity securities | | | 31 | | | | | | — | | | | | | (11) | | |

| Inventory | | | (125) | | | | | | (43) | | | | | | (73) | | |

| Prepaid expenses | | | (124) | | | | | | (43) | | | | | | 2 | | |

| Purchase of investments | | | (33) | | | | | | (1) | | | | | | — | | |

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

| Balance as of October 31, 2022 | | | 198,569 | | | | | | $ | 2 | | | | | $ | 2,333 | | | | | (20,536) | | | | | | $ | (2,274) | | | | | $ | 4,554 | | | | | $ | (454) | | | | | $ | 4,161 | |

\`1.

Derivative instruments.

Our foreign exchange cash flow hedging contracts have

*Leases*.

average exchange rates in effect during each period.

2022 Acquisitions

| Total revenue | | | $ | 3,803 | | | | | $ | 1,617 | | | | | $ | 5,420 | | | | | $ | 3,523 | | | | | $ | 1,418 | | | | | $ | 4,941 | | | | | $ | 3,132 | | | | | $ | 1,089 | | | | | $ | 4,221 | |

| Total revenue | | | $ | 3,803 | | | | | $ | 1,617 | | | | | $ | 5,420 | | | | | $ | 3,523 | | | | | $ | 1,418 | | | | | $ | 4,941 | | | | | $ | 3,132 | | | | | $ | 1,089 | | | | | $ | 4,221 | |

| Balance at October 31, 2022 | | | $ | 692 | |

The metrics for

During fiscal year 2022, the Compensation and Human Capital Committee approved performance retention awards with a target earnings per share (“EPS”) goal over a three-year performance period to select members of our leadership team.

The performance targets are set each half year.

The payout range of the award is zero or 100 percent, with no additional payout for performance above target.

| Granted | | | 914 | | | | | | 179 | | |

| Vested | | | (1,166) | | | | | | 71 | | |

| Non-vested at October 31, 2022 | | | 2,092 | | | | | | $ | 139 | |

| | | | 2022 | | | | | | | | | 2021(1) | | |

| Hedging and currency costs | | | 1 | | | | | | | | | — | | |

| Hedging and currency costs | | | (30) | | | | | | | | | (11) | | |

(1) The prior year amounts presented in the table above have been reclassified to conform with the current year presentation.

The decrease in deferred tax liabilities in 2022 as compared to 2021 primarily relates to a decrease in Japan pension deferred tax liabilities related to currency fluctuations, a decrease in intangibles basis difference in the U.S. and U.K. due to amortization, and a decrease in taxes on unremitted earnings of foreign subsidiaries due to currency fluctuations, partially offset by an increase in deferred tax liabilities related to derivative instruments.

| Foreign earnings taxed at different rates | | | (115) | | | | | | (100) | | | | | | (59) | | |

(1) The prior year amounts presented in the table above have been reclassified to conform with the current year presentation.

The increase in the effective tax rate from 2021 to 2022 was due to nonrecurring tax benefits recorded in 2021, partially offset by a decrease in 2022 taxes from changes in tax reserves primarily due to audit settlement and from a relative decrease in U.S. tax due on non-U.S. earnings.

The 2022 tax expense also includes a decrease in tax expense resulting from an out-of-period adjustment to tax reserves for fiscal years 2019 through 2021 related to the potential U.S. benefit associated with the future resolution of non-U.S. tax reserves.

The 2022 decrease in tax expense was partially offset by an increase to tax expense resulting from an out-of-period adjustment related to corrections to the tax rate applied to non-US pension deferred tax balances.

Neither of these out-of-period adjustments were material individually or in the aggregate.

The decrease in the effective tax rate from 2020 to 2021 was 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 and the 2021 nonrecurring tax benefits described above.

We are continuing to evaluate renewal options and the impact of potential outcomes on our effective tax rate.

| | | | 2022 | | | | | | 2021 | | |

| Long-term income tax assets (included within other assets) | | | 26 | | | | | | — | | |

| Settlements with taxing authorities | | | (3) | | | | | | — | | | | | | — | | |

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.

December 17, 2021

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

| Proceeds from sale of investments | | | — | | | | | | — | | | | | | 7 | | |

| Proceeds from issuance of long-term debt | | | — | | | | | | — | | | | | | 500 | | |

| Repayment of debt | | | — | | | | | | (7) | | | | | | (500) | | |

| Payment of acquisition-related contingent consideration | | | (2) | | | | | | — | | | | | | — | | |

| Other financing activities | | | (2) | | | | | | — | | | | | | (4) | | |

| Balance as of October 31, 2018 | | | 191,204 | | | | | | $ | 2 | | | | | $ | 1,889 | | | | | (4,364) | | | | | | $ | (182) | | | | | $ | 1,212 | | | | | $ | (488) | | | | | $ | 2,433 | |

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

1.

Due to the COVID-19 pandemic, there has been uncertainty and disruption in the global economy and our markets.

*Revenue recognition*

*Nature of Goods and Services*

*Significant Judgments*

positions are recognized in the provision for income taxes.

Given the number of years and numerous matters that remain subject to examination in various tax jurisdictions, we are unable to estimate the range of possible changes to the balance of our unrecognized tax benefits.

qualify for net presentation in the balance sheet.

retiree mortality rates and investment portfolio composition.

2020 Acquisitions

*Acquisition of Eggplant*

The identified intangible assets primarily consist of developed technology of $38 million and customer relationships of $46 million with estimated useful lives of 3 years and 6 years, respectively.

Eggplant is a software test automation platform provider that uses artificial intelligence and analytics to automate test creation and test execution.

All goodwill was assigned to the Electronic Industrial Solutions Group.

We do not expect the goodwill recognized or any potential impairment charges in the future to be deductible for income tax purposes.

Additionally, we acquired two other businesses for $38 million, net of cash acquired, and recognized goodwill of $34 million based on the allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed.

| Balance at October 31, 2020 | | | $ | 566 | |

Since we typically invoice customers at contract inception, this amount is included in our current and long-term deferred revenue balances.

The maximum contractual period for awards under the performance awards program is three years.

We consider the dilutive impact of this program in our diluted net income per share calculation only to the extent that the performance conditions are met.

Effective November 1, 2014, the company adopted the ESPP.

common stock on the grant date.

| Non-vested at October 31, 2020 | | | 2,634 | | | | | | $ | 67 | |

| Granted | | | 743 | | | | | | 124 | | |

| Vested | | | (1,377) | | | | | | 54 | | |

| Warranty reserves | | | — | | | | | | | | | (1) | | |

| Deferred revenue | | | (4) | | | | | | | | | (3) | | |

The decrease in valuation allowance from October 31, 2020 to October 31, 2021 is primarily due to a release of valuation allowance on Netherlands net operating losses, partially offset by an increase in valuation allowance on U.K. capital and net operating losses.

The release of the Netherlands valuation allowance was due to a tax law change allowing net operating losses to be carried forward indefinitely.

| Non-U.S. income taxed at different rates | | | (105) | | | | | | (64) | | | | | | (70) | | |

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: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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.

The effectiveness of our internal control over financial reporting as of October 31, [removed: 2021] [added: 2022] 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 [removed: fiscal 2021] [added: 2022] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART III

Not applicable.

PART III

The following table summarizes information about our equity compensation plans as of October 31, [removed: 2021.][added: 2022.]

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

| Equity compensation plans [removed: not] approved by security holders [added: (1)(2)(3)] | | | [added: 2,275,429] | | | | | | $ | [removed: —] [added: 30] | | | | | [removed: —] [added: 23,541,746] | | |

(1) The number of securities remaining available for future issuance in column (c) includes [removed: 19,322,516] [added: 18,860,237] shares of common stock authorized and available for issuance under the Keysight Technologies, Inc. employee stock purchase plan under Section 423(b) of the Internal Revenue Code ("ESPP").

The number of securities remaining available for future issuance in column (c) is before the issuance of shares of common stock to participants in consideration of the aggregate participant contribution under the ESPP totaling [removed: $30] [added: $31] million as of October 31, [removed: 2021.][added: 2022.]

As of October 31, [removed: 2021, 5,758,563] [added: 2022, 4,681,509] shares were available for future awards under the 2014 Stock Plan.

| Total | | | 2,275,429 | | | | | | $ | 30 | | | | | 23,541,746 | | |

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

Information about director independence required under [added: Item 13 will appear under the heading "Director Independence” in the Proxy Statement.]

Item 13 will appear under the heading "Director Independence” in the Proxy Statement.

| Tax valuation allowance | | | | | | $ | [removed: 79] [added: 231] | | | | | $ | [removed: 169] [added: —] | | | | | $ | [removed: (8)] [added: (7)] | | | | | $ | [removed: 240] [added: 224] | |

| 4.5 | | | | | | [Description of Keysight Technologies, Inc. Registered [removed: Securities](https://www.sec.gov/Archives/edgar/data/1601046/000160104621000197/keys-10312021xexx45.htm)] [added: Securities](https://www.sec.gov/Archives/edgar/data/1601046/000160104622000161/keys-10312022xexx45.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 10.20 | | | | | | [Amended and Restated Credit Agreement, [removed: dated](https://www.sec.gov/Archives/edgar/data/0001601046/000160104621000057/ex101-amendedandrestatedcr.htm) [July](https://www.sec.gov/Archives/edgar/data/0001601046/000160104621000057/ex101-amendedandrestatedcr.htm) [](https://www.sec.gov/Archives/edgar/data/0001601046/000160104621000057/ex101-amendedandrestatedcr.htm)[30](https://www.sec.gov/Archives/edgar/data/0001601046/000160104621000057/ex101-amendedandrestatedcr.htm)[, 20](https://www.sec.gov/Archives/edgar/data/0001601046/000160104621000057/ex101-amendedandrestatedcr.htm)[21](https://www.sec.gov/Archives/edgar/data/0001601046/000160104621000057/ex101-amendedandrestatedcr.htm)[,] [added: dated July 30, 2021,] between Keysight Technologies, Inc. and the Lenders Party Thereto*](https://www.sec.gov/Archives/edgar/data/0001601046/000160104621000057/ex101-amendedandrestatedcr.htm) | | | | | | 8-K | | | | | | 8/4/2021 | | | | | | 10.1 | | | | | | | | |

| 10.22 | | | | | | [Keysight Technologies, Inc. Deferred Compensation Plan for Non-Employee Directors*](https://www.sec.gov/Archives/edgar/data/1601046/000160104621000197/keys-10312021xexx1022.htm) | | | | | | [added: 10-K] | | | | | | [added: 12/17/2021] | | | | | | [added: 10.22] | | | | | | [removed: X] | | |

| 10.23 | | | | | | [Amendment Number 1 to the Keysight Technologies, Inc. Deferred Compensation Plan*](https://www.sec.gov/Archives/edgar/data/1601046/000160104621000197/keys-10312021xexx1023.htm) | | | | | | [added: 10-K] | | | | | | [added: 12/17/2021] | | | | | | [added: 10.23] | | | | | | [removed: X] | | |

| 10.24 | | | | | | [Amendment Number 1 to the Keysight Technologies, Inc. 2014 Deferred Compensation Plan*](https://www.sec.gov/Archives/edgar/data/1601046/000160104621000197/keys-10312021xexx1024.htm) | | | | | | [added: 10-K] | | | | | | [added: 12/17/2021] | | | | | | [added: 10.24] | | | | | | [removed: X] | | |

| 10.25 | | | | | | [Keysight Technologies, Inc. Officer and Executive Severance Plan (Amended and Restated Effective as of May 17, [removed: 2017)](https://www.sec.gov/Archives/edgar/data/1601046/000160104621000197/keys-10312021xexx1025.htm)[.*](https://www.sec.gov/Archives/edgar/data/1601046/000160104621000197/keys-10312021xexx1025.htm)] [added: 2017).*](https://www.sec.gov/Archives/edgar/data/1601046/000160104621000197/keys-10312021xexx1025.htm)] | | | | | | [added: 10-K] | | | | | | [added: 12/17/2021] | | | | | | [added: 10.25] | | | | | | [removed: X] | | |

| 21.1 | | | | | | [Subsidiaries of Keysight Technologies, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1601046/000160104621000197/keys-10312021xexx211.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1601046/000160104622000161/keys-10312022xexx211.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 23.1 | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/1601046/000160104621000197/keys-10312021xexx231.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/1601046/000160104622000161/keys-10312022xexx231.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 24.1 | | | | | | [Powers of Attorney. Contained in the signature page of this Annual Report on Form [removed: 10-K.](#ief3f2fd8c6c0465cb8ca6213aa695c77_304)] [added: 10-K.](#ib81b59718a7e482fbd58b467ee1d1900_238)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 31.1 | | | | | | [Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes‑Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1601046/000160104621000197/keys-10312021xexx311.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1601046/000160104622000161/keys-10312022xexx311.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 31.2 | | | | | | [Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes‑Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1601046/000160104621000197/keys-10312021xexx312.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1601046/000160104622000161/keys-10312022xexx312.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 32.1 | | | | | | [Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes‑Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1601046/000160104621000197/keys-10312021xexx321.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1601046/000160104622000161/keys-10312022xexx321.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 32.2 | | | | | | [Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes‑Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1601046/000160104621000197/keys-10312021xexx322.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1601046/000160104622000161/keys-10312022xexx322.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 10.26 | | | | | | [Keysight Technologies, Inc. 2014 Equity and Incentive Compensation Plan Global Stabilization Performance Award Agreement](https://www.sec.gov/Archives/edgar/data/1601046/000160104622000052/keys-04302022xexx101.htm) | | | | | | 10-Q | | | | | | 6/1/2022 | | | | | | 10.1 | | | | | | | | |

| 2019 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | | | | [removed: BY] [added: By:] | | | | | | /s/ Neil Dougherty | | |

| | | | | | | | | | | | | [removed: Senior] [added: Executive] Vice President and Chief Financial Officer | | |

Date: December [removed: 17, 2021][added: 15, 2022]

| /s/ RONALD S. NERSESIAN | | | | | | Chairman of the [removed: Board, President and Chief Executive Officer] [added: Board] | | | | | | December [removed: 17, 2021] [added: 15, 2022] | | |

| [removed: Ronald S. Nersesian] [added: Satish C. Dhanasekaran] | | | | | | (Principal Executive Officer) | | | | | | | | |

| /s/ NEIL P. DOUGHERTY | | | | | | [removed: Senior] [added: Executive] Vice President and Chief Financial Officer | | | | | | December [removed: 17, 2021] [added: 15, 2022] | | |

| /s/ JOHN C. SKINNER | | | | | | Vice President and Corporate Controller | | | | | | December [removed: 17, 2021] [added: 15, 2022] | | |

| /s/ JAMES G. CULLEN | | | | | | Director | | | | | | December [removed: 17, 2021] [added: 15, 2022] | | |

| /s/ CHARLES J. DOCKENDORFF | | | | | | Director | | | | | | December [removed: 17, 2021] [added: 15, 2022] | | |

| /s/ RICHARD P. HAMADA | | | | | | Director | | | | | | December [removed: 17, 2021] [added: 15, 2022] | | |

| /s/ MICHELLE J. HOLTHAUS | | | | | | Director | | | | | | December [removed: 17, 2021] [added: 15, 2022] | | |

| /s/ PAUL A. LACOUTURE | | | | | | Director | | | | | | December [removed: 17, 2021] [added: 15, 2022] | | |

| /s/ JEAN M. NYE | | | | | | Director | | | | | | December [removed: 17, 2021] [added: 15, 2022] | | |

| /s/ JOANNE B. OLSEN | | | | | | Director | | | | | | December [removed: 17, 2021] [added: 15, 2022] | | |

| /s/ ROBERT A. RANGO | | | | | | Director | | | | | | December [removed: 17, 2021] [added: 15, 2022] | | |

| Ronald S. Nersesian | | | | | | | | | | | | | | |

| /s/ SATISH C. DHANASEKARAN | | | | | | President and Chief Executive Officer | | | | | | December 15, 2022 | | |

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

| /s/ KEVIN A. STEPHENS | | | | | | Director | | | | | | December 15, 2022 | | |

| Kevin A. Stephens | | | | | | | | | | | | | | |