Keysight Technologies (KEYS) 10-K risk factor changes: FY2023 vs FY2022

[removed: Recent escalation in regional] [added: Regional] conflicts, including the Russian invasion of Ukraine, which resulted in economic [removed: sanctions,] [added: sanctions] and the [added: decision to discontinue our operations in Russia, the war between Israel and Hamas, 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 [added: additional] closure of facilities in sanctioned [removed: countries, such as our recent decision to discontinue operations in Russia.][added: countries.]

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 [removed: could result] [added: has resulted] 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.

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

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

In addition, global and regional macroeconomic developments, such as increased unemployment, decreased income, uncertainty related to future economic activity, [added: volatility in financial markets,] reduced access to credit, 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.

Accordingly, our future results could be harmed by a variety of factors, [removed: including] [added: including,] but not limited to:

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

[removed: The] [added: For example, the] continued evolution of COVID-19 and its variants, as well as periodic spikes in infection rates, local outbreaks on our sites or supplier, customer or vendor sites, in spite of safety measures or vaccinations, could cause disruptions to our operations or those of our suppliers, customers or vendors.

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

As new variants of [removed: the virus] [added: viruses] 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 manufacture, ship or deliver products and solutions to customers.

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

If our customers' markets decline, [added: orders may decline, may be delayed or cancelled, and] we may not be able to collect on outstanding amounts due to us.

Our ability to offer new solutions and services and to deploy them in a timely manner depend on several factors, [removed: including] [added: including,] but not limited [removed: to] [added: to,] our ability to:

We are currently devoting significant resources to new technologies in the communications, [added: aerospace and defense,] automotive, [removed: battery,] Internet of Things, and mobile industries.

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

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

[removed: In addition, some of the] [added: Some] parts [removed: that] require custom design [removed: are] [added: and may] not [added: be] readily available from alternate suppliers due to their unique design or the length of time necessary for design work.

As companies attempt to [added: expand,] strengthen or hold their market positions in an evolving industry, companies could be acquired or may be unable to continue operations.

[added: 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.

Appropriate targets for acquisition are difficult to identify and complete for a variety of reasons, [removed: including] [added: including,] but not limited to, limited due diligence, high valuations, [added: difficulty obtaining] business and intellectual property evaluations, other interested parties, negotiations of the definitive documentation, satisfaction of closing conditions, the need to obtain antitrust or other regulatory approvals on acceptable terms, and availability of funding.

If we finance acquisitions by issuing [removed: additional] convertible debt or equity securities, our existing stockholders may experience share dilution, which could affect the market price of our stock.

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

- requiring a portion of our cash flow from operations to make interest payments on [removed: this] [added: outstanding] debt;

[removed: If we breach] any of the covenants and do not obtain a waiver from the lenders, then, subject to applicable cure periods, our outstanding indebtedness could be declared immediately due and payable.

[removed: If] [added: Volatility in] currency exchange rates [removed: fluctuate substantially in the future, our financial results] could [removed: be] adversely [removed: affected.][added: impact our financial results.]

A substantial amount of our solutions are priced and paid for in U.S. Dollars, although many of our solutions are priced in local currencies and a significant amount of certain types of expenses, such as payroll, utilities, tax and marketing expenses, are paid in local [removed: currencies.][added: currencies and could be impacted by significant currency exchange rate fluctuations.]

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

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 [removed: the] strategic locations, housing shortages and loss of or inability to recruit key [removed: 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: employees.]

If we suffer a loss to our [removed: employees,] factories, facilities or distribution system due to a catastrophic event, our operations could be significantly harmed.

Our commitment to [removed: Net Zero] [added: net zero] emissions in company operations by [removed: Fiscal Year] [added: fiscal year] 2040 will be subject to significant costs and [removed: regulations] [added: regulations,] which could impact business operations, processes, revenue, and reputation.

In addition to Scope 1 and Scope 2 emissions defined by our net zero goal, the company [removed: will develop] [added: has developed] Scope 3 reduction and engagement targets across relevant categories as part of our commitment to science-based [removed: targets.][added: targets, which were approved by Science Based Target Initiative ("SBTi") on October 27, 2023.]

[removed: The] development and implementation of goals and targets may require significant and expensive capital improvements, changes in product development, manufacturing processes and shipping methods.

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

[removed: distribution, we] [added: We have] applied for trademarks related to [removed: new] [added: our] global brand name in various jurisdictions worldwide.

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

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

Despite our efforts to create these security barriers, we may not be able to keep pace as new threats [removed: emerge] [added: emerge,] and it is virtually impossible for us to entirely eliminate this risk.

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 [removed: assets] [added: assets,] such as intellectual property, proprietary business information and data related to our customers, suppliers and business partners.

To the extent that such disruptions occur, our customers and partners may lose confidence in our [removed: solutions] [added: solutions,] and we may lose business or brand reputation, resulting in a material and adverse effect on our business operating results and financial condition.

Our [removed: operations] [added: effective tax rate] may be adversely impacted by changes in our business mix or changes in the tax legislative landscape.

Supply chain fluctuations could impact our ability to purchase parts and components.

If we breach

Any changes to the positions we have taken could result in an impact to our financial statements.

As a result, our effective

Global health crises could have a material impact on our global operations, our employees, our customers and our vendors, which could adversely impact our business results and financial conditions.

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.

The

Intellectual property rights and our ability

Our software products may contain vulnerabilities that could be exploited by cybersecurity attackers, allowing them to introduce malicious code into our products to gain access to customer networks.

Such attacks could lead to disruptions to our customers’ operations or processes, system downtime, financial loss, loss of their intellectual property, business information and proprietary data, or corruption of data, which could impact Keysight’s reputation, and result in loss of confidence in our products, loss of orders, and loss in revenue, which could materially impact our financial results.

We proactively scan for vulnerabilities in our product lines.

When vulnerabilities are discovered, we respond with a predefined Product Security Response Process to address the vulnerability, but we cannot eliminate the possibility of a successful cybersecurity attack or exploitation of undiscovered vulnerabilities.

regulations.

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

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

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

We have seen a shortage of parts for some of our products.

We may have difficulty developing, manufacturing and

In preparation for the separation and

laws.

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 cannot guarantee that we will qualify for any new incentive regime that may exist in fiscal years 2024 or 2025, respectively.

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 after tax.

We are also regulated under a

This report contains forward-looking statements [removed: including, without limitation, statements regarding] [added: which include but are not limited to predictions, future guidance, projections, beliefs, and expectations about the company’s] trends, seasonality, cyclicality and growth in, and drivers of, the markets we sell into, our strategic direction, earnings from our foreign subsidiaries, [removed: 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 [removed: local] government regulations on our ability to [removed: 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, [added: and] our transition to lower-cost [removed: regions, the existence of political or economic instability, impacts of geopolitical tension and conflict in regions outside of the U.S., including the war between Russia and Ukraine and the risk of increased tensions between China and Taiwan, the impacts of increased trade tension and tightening of export control regulations, the impact of compliance with the August 3, 2021 Consent Agreement with the Directorate of Defense Trade Controls, Bureau of Political-Military Affairs, Department of State, the impact of new and ongoing litigation, inflationary pressures, continued impacts to the supply chain, impacts related to endemic and pandemic conditions, impacts related to net zero emissions commitments, the impact of volatile weather caused by environmental conditions such as climate change, increases in attrition and our ability to retain key personnel, and our estimated or anticipated future results of operations, which involve risks and uncertainties.][added: regions.]

Our actual results could differ materially from the results contemplated by these forward-looking statements due to various [removed: factors, including] [added: factors including,] but not limited [removed: to] [added: to,] those risks and uncertainties discussed in Part [removed: II] [added: I] Item 1A and elsewhere in this Annual Report on Form 10-K.

Our global operations [removed: have been] [added: continue to be] affected by many [added: external] headwinds, including inflationary pressures, [removed: ongoing global supply chain disruptions,] [added: rising interest rates, currency movements,] increased geopolitical tensions, [removed: including the war between Russia] and [removed: Ukraine, increased] trade [removed: restrictions, financial market volatility, currency movements, and the pandemic.][added: restrictions.]

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

*Years ended October 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020*][added: 2021*]

[removed: Orders of $5,984 million] [added: Total orders] for 2022 [removed: increased] [added: were $5,984 million, an increase of] 12 percent [removed: when] compared to 2021.

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

[removed: Orders] [added: Revenue] grew [removed: double-digits] across all regions.

Revenue of $5,420 million for 2022 increased 10 percent [removed: when] compared to 2021.

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

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

Revenue of [removed: $4,941] [added: $5,464] million for [removed: 2021] [added: 2023] increased [removed: 17] [added: 1] percent [removed: when] compared to [removed: 2020.][added: 2022.]

Revenue from the Communications Solutions Group and the Electronic Industrial Solutions Group represented approximately [removed: 71] [added: 67] percent and [removed: 29] [added: 33] percent, respectively, of total revenue for [removed: 2021.][added: 2023.]

Net income was [removed: $1,124] [added: $1,057] million in [removed: 2022] [added: 2023] compared to net income of [removed: $894] [added: $1,124] million and [removed: $627] [added: $894] million in [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] respectively.

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

In [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] we generated operating cash flows of [removed: $1,144] [added: $1,408] million, [removed: $1,322] [added: $1,144] million and [removed: $1,016] [added: $1,322] million, respectively.

Our first-to-market solutions strategy enables customers to develop new technologies and accelerate innovation and provides a platform for [added: Keysight's] long-term growth.

Our customers are expected to continue to make R&D investments in certain next-generation technologies, [removed: such as 5G/6G,] [added: including 5G, early 6G, high-speed data center, satellite networks and Artificial Intelligence-Machine Learning ("AI-ML") network modeling,] new [added: automotive] mobility technologies, industrial internet of things [removed: ("IoT")] [added: ("IoT"),] and defense modernization.

[removed: We] [added: Despite the near-term challenges, we] remain confident in [removed: our] [added: the] long-term secular [removed: market] growth trends [removed: and the strength] of our [removed: operating model.][added: markets and our ability to outperform in a variety of market conditions.]

We hedge revenues, [removed: expenses] [added: expenses,] and balance sheet exposures that are not denominated in the functional currencies of our subsidiaries on a short-term and anticipated basis.

The result of [removed: the] hedging has been included in our consolidated statement of operations.

We experience some fluctuations within individual lines of the consolidated balance sheet and consolidated statement of operations because our hedging program is not designed to offset the currency movements in each category of revenues, expenses, [added: and] monetary assets and liabilities.

Results from Operations - Years ended October 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

| | | | Year Ended October 31, | | | | | | | | | | | | | | | | | | [removed: 2022] [added: 2023] over [removed: 2021] [added: 2022] % Change | | | | | | [removed: 2021] [added: 2022] over [removed: 2020] [added: 2021] % Change | | |

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | | | | | | | | | |

| Revenue | | | $ | [removed: 5,420] [added: 5,464] | | | | | $ | [removed: 4,941] [added: 5,420] | | | | | $ | [removed: 4,221] [added: 4,941] | | | | | [removed: 10%] [added: 1%] | | | | | | [removed: 17%] [added: 10%] | | |

| *Percentage of revenue* | | | [removed: 83] [added: 16] | | % | | | | [removed: 82] [added: 16] | | % | | | | [removed: 81] [added: 16] | | % | | | | 1 ppt | | | | | | [removed: 1] [added: (1)] ppt | | |

| *Percentage of revenue* | | | [removed: 17] [added: 24] | | % | | | | [removed: 18] [added: 24] | | % | | | | [removed: 19] [added: 24] | | % | | | | [removed: (1) ppt] [added: —] | | | | | | [removed: (1) ppt] [added: —] | | |

| Gross margin | | | [removed: 63.7] [added: 64.6] | | % | | | | [removed: 62.1] [added: 63.7] | | % | | | | [removed: 60.0] [added: 62.1] | | % | | | | [removed: 2 ppts] [added: 1 ppt] | | | | | | 2 ppts | | |

| Services and other | | | [removed: 62.7] [added: 66.3] | | % | | | | [removed: 60.7] [added: 64.9] | | % | | | | [removed: 60.0] [added: 61.9] | | % | | | | [removed: 2 ppts] [added: 1 ppt] | | | | | | [removed: 1 ppt] [added: 3 ppts] | | |

| Research and development | | | $ | [removed: 841] [added: 882] | | | | | $ | [removed: 811] [added: 841] | | | | | $ | [removed: 715] [added: 811] | | | | | [removed: 4%] [added: 5%] | | | | | | [removed: 13%] [added: 4%] | | |

| *Percentage of revenue* | | | [removed: 16] [added: 79] | | % | | | | [removed: 16] [added: 81] | | % | | | | [removed: 17] [added: 81] | | % | | | | [removed: (1) ppt] [added: (2) ppts] | | | | | | [removed: (1) ppt] [added: —] | | |

| Selling, general and administrative | | | $ | [removed: 1,283] [added: 1,307] | | | | | $ | [removed: 1,195] [added: 1,283] | | | | | $ | [removed: 1,097] [added: 1,195] | | | | | [removed: 7%] [added: 2%] | | | | | | [removed: 9%] [added: 7%] | | |

| *Percentage of revenue* | | | [removed: 24] [added: 21] | | % | | | | [removed: 24] [added: 19] | | % | | | | [removed: 26] [added: 19] | | % | | | | [removed: —] [added: 2 ppts] | | | | | | [removed: (2) ppts] [added: —] | | |

| Other operating expense (income), net | | | $ | [removed: (8)] [added: (11)] | | | | | $ | [removed: (17)] [added: (11)] | | | | | $ | [removed: (44)] [added: (12)] | | | | | [removed: (53)%] [added: 1%] | | | | | | [removed: (61)%] [added: (15)%] | | |

| Income from operations | | | $ | [removed: 1,334] [added: 1,358] | | | | | $ | [removed: 1,080] [added: 1,334] | | | | | $ | [removed: 765] [added: 1,080] | | | | | [removed: 24%] [added: 2%] | | | | | | [removed: 41%] [added: 24%] | | |

| Operating margin | | | [removed: 24.6] [added: 24.8] | | % | | | | [removed: 21.9] [added: 24.6] | | % | | | | [removed: 18.1] [added: 21.9] | | % | | | | [removed: 3 ppts] [added: —] | | | | | | [removed: 4] [added: 3] ppts | | |

| Interest income | | | $ | [removed: 16] [added: 102] | | | | | $ | [removed: 3] [added: 16] | | | | | $ | [removed: 11] [added: 3] | | | | | [removed: 676%] [added: 518%] | | | | | | [removed: (81)%] [added: 676%] | | |

| Interest expense | | | $ | [removed: (79)] [added: (78)] | | | | | $ | (79) | | | | | $ | [removed: (78)] [added: (79)] | | | | | [removed: —%] [added: (1)%] | | | | | | [removed: 1%] [added: —] | | |

| Other income (expense), net | | | $ | [removed: 14] [added: (25)] | | | | | $ | [removed: 6] [added: 14] | | | | | $ | [removed: 63] [added: 6] | | | | | [removed: 105%] [added: —] | | | | | | [removed: (90)%] [added: 105%] | | |

The forward-looking statements involve risks and uncertainties that could cause Keysight’s results to differ materially from management’s current expectations.

Such risks and uncertainties include, but are not limited to, the impact of global economic conditions such as inflation or potential recession, slowing demand for products or services, volatility in financial markets, reduced access to credit, increased interest rates, the existence of political or economic instability, impacts of geopolitical tension and conflict, the impacts of increased trade tension and tightening of export control regulations, the impact of compliance with the August 3, 2021 Consent Agreement with the Directorate of Defense Trade Controls, Bureau of Political-Military Affairs, Department of State, the impact of new and ongoing litigation, impacts related to endemic and pandemic conditions, impacts related to net zero emissions commitments, the impact of volatile weather caused by environmental conditions such as climate change, and our ability to successfully integrate key acquisitions.

Keysight Technologies, Inc. ("we," "us," "Keysight" or the "company"), incorporated in Delaware on December 6, 2013, is a global innovator in the computing, communications and electronics market, committed to advancing our customers’ business success by helping them solve critical challenges in the development and commercialization of their products and services.

Our mission, "*accelerating innovation to connect and secure the world,"* speaks to the value we provide our customers in a world of ever-increasing technological complexity.

We deliver this value through a broad range of design and test solutions that address the critical challenges our customers face in bringing their innovations to market faster.

*Macroeconomic headwinds and challenging geopolitical environment*

These headwinds are also negatively impacting our customers' operations and financial performance.

As a result, demand has declined year-over-year as our customers are exercising caution in spending to manage financial results and adapt to post-pandemic industry dynamics.

As we work through these near-term headwinds, we are exercising our financial playbook and the structural flexibility in our operating model to continue delivering strong financial results.

We believe that Keysight’s technology leadership, differentiated first-to-market solutions portfolio, durable and resilient business model driven by the strength of the Keysight Leadership Model, continued customer engagement in new technology innovation spanning diverse applications across global markets, and our culture position us well to weather these macro and industry dynamics and deliver consistent long-term value to our customers.

Orders of $5,190 million for 2023 decreased 13 percent compared to 2022.

Orders declined across all regions, including double-digit decline in Asia Pacific.

Foreign currency movements had an unfavorable impact of 2 percentage points on revenue growth for 2023 compared to 2022.

A revenue increase in the Electronic Industrial Solutions Group was partially offset by a decline in the Communications Solutions Group.

The decrease in net income for 2023 compared to 2022 was primarily driven by higher income tax expense, R&D expense, and selling, general and administrative expense, partially offset by higher interest income, higher revenue, and favorable mix.

We continue to engage actively with our customers, and closely monitor the current macro economic environment, including trade, tariffs, monetary and fiscal policies, geopolitical tensions, and supply chain challenges.

| Products | | | $ | 4,336 | | | | | $ | 4,386 | | | | | $ | 3,993 | | | | | (1)% | | | | | | 10% | | |

| Services and other | | | $ | 1,128 | | | | | $ | 1,034 | | | | | $ | 948 | | | | | 9% | | | | | | 9% | | |

| Products | | | 64.2 | | % | | | | 63.3 | | % | | | | 62.2 | | % | | | | 1 ppt | | | | | | 1 ppt | | |

Gross margin increased 1 percentage point in 2023 compared to 2022, primarily driven by price increases and favorable mix, partially offset by higher warranty costs.

The increase in interest income in fiscal 2023 is primarily driven by an increase in interest rates and higher year-over-year cash balances.

The increase in net other expense for 2023 compared to 2022 was primarily driven by losses on derivative instruments and higher amortization of net actuarial losses, partially offset by a net gain on our equity investments.

The tax rate in 2023 is higher than the U.S. statutory rate primarily due to the impact of U.S. tax capitalization of research and experimental expenditures, partially offset by the net impact from the proportion of worldwide earnings taxed at lower statutory tax rates in non-U.S. jurisdictions and the U.S. tax imposed on those non-U.S. earnings.

There was an increase in the effective tax rate from 2022 to 2023 of 9 percent, primarily due to a 5 percent increase from the impact of the U.S. tax capitalization of research and experimental expenditures.

The capitalized expenses are amortized over five years for research activities conducted in the U.S. and over fifteen years for research activities conducted outside the U.S. The capitalization of research and experimental expenditures increases the U.S. tax on non-U.S. earnings as part of the global intangible low-taxed income (“GILTI”) tax.

There was an additional 2 percent increase in the effective tax rate from 2022 to 2023 due to a decrease in 2022 taxes resulting from changes in tax reserves.

The other changes in the effective tax rate from 2022 to 2023 were not individually significant.

The remaining 2 percent increase was comprised of various components that were not individually significant.

The 2022 benefit from the change in tax reserves is primarily due to an audit settlement and an out-of-period adjustment.

The other changes in the effective tax rate from 2021 to 2022 were not individually significant.

The final hearing with the Court of Appeal took place on October 23, 2023.

The decision is expected to be rendered on February 29, 2024.

There are limited further legal options available after the conclusion is returned from the Court of Appeal.

We are subject to income taxes in the U.S. and various other countries globally.

Changes in tax law, tax rates, or in the composition of earnings in countries with differing tax rates may affect deferred tax assets and liabilities recorded and our future effective tax rate.

In addition, the Organization for Economic Cooperation and Development (“OECD”) reached agreement among various countries to implement a minimum fifteen percent tax rate on certain multinational enterprises, commonly referred to as Pillar Two.

Many countries continue to announce changes in their tax laws and regulations based on the Pillar Two proposals.

We are continuing to evaluate the impact of these proposed and enacted legislative changes as new guidance becomes available.

Some of these legislative changes could result in double taxation of our non-U.S. earnings, a reduction in the tax benefit received from our tax incentives, or other impacts to our effective tax rate and tax liabilities.

Given the numerous proposed tax law changes and the uncertainty regarding such proposed legislative changes, the impact of Pillar Two cannot be determined at this time.

Keysight Technologies, Inc. ("we," "us," "Keysight" or the "company"), incorporated in Delaware on December 6, 2013, is a technology company that helps enterprises, service providers and governments accelerate innovation to connect and secure the world by providing electronic design and test solutions that are used in the simulation, design, validation, manufacture, installation, optimization and secure operation of electronics systems in the communications, networking and electronics industries.

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

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

These headwinds, specifically the supply chain disruptions, have adversely impacted our ability to procure certain components, which in some cases has impacted our ability to manufacture products, causing delays in delivery of our solutions to our customers and higher material procurement costs.

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.

Total orders for 2021 were $5,356 million, an increase of 18 percent when compared to 2020.

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

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

Revenue for both the Communications Solutions Group and the Electronic Industrial Solutions Group grew as compared to 2020, driven by strong demand across all the regions and markets.

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

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.

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

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

| Products | | | $ | 4,474 | | | | | $ | 4,050 | | | | | $ | 3,432 | | | | | 10% | | | | | | 18% | | |

| Services and other | | | $ | 946 | | | | | $ | 891 | | | | | $ | 789 | | | | | 6% | | | | | | 13% | | |

| Products | | | 63.9 | | % | | | | 62.4 | | % | | | | 60.0 | | % | | | | 2 ppts | | | | | | 2 ppts | | |

partially offset by lower variable people-related costs.

Other operating expense (income), net for 2020 includes a one-time gain of $32 million on an insurance settlement.

Interest Income and Expense

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

We also recognized gains from insurance proceeds of $9 million for the year ended October 31, 2020.

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.

due to the 2021 actual tax impact of acquired entity integration as compared to the estimate at acquisition based on the finalization of the integration plan.

The decrease in the effective tax rate from 2020 to 2021 was due to a change in the jurisdictional mix of non-U.S. earnings, partially offset by an increase in U.S. taxes on non-U.S. earnings and the 2021 nonrecurring tax benefits described above.

Keysight’s fiscal year 2018 U.S. federal income tax return was under examination by the Internal Revenue Service.

The Tax Cuts and Jobs Act ("TCJA") was enacted in December 2017 and imposed a one-time U.S. tax on foreign earnings not previously repatriated to the U.S., known as the Transition Tax, which was reported in Keysight’s fiscal year 2018 U.S. federal income tax return.

As of June 2022, the fiscal year 2018 U.S. federal income tax audit was effectively settled with no material assessments and no additional cash taxes paid.

We have filed a Notice of Appeal with the Court of Appeal, and a hearing is currently scheduled for 2023.

If this provision is not deferred, the capitalization is expected to increase U.S. taxable income and increase the U.S. federal Foreign-Derived Intangible Income tax deduction.

As Keysight has elected to treat global intangible low-taxed income (“GILTI”) as a period cost, the capitalization will also increase the provision for income taxes.

We are continuing to evaluate the impact of these changes in U.S. tax law, as well as its application to our business.

Investment continues to be strong to support new communications technologies like 5G, Open Radio Access Networks ("O-RAN"), 400G, 800G, 1.6 Terabit networks, high-speed digital applications, spectrum operations, cybersecurity, space and satellite solutions; however, on-going supply chain constraints limited shipments and moderated revenue growth in 2022.

We are exposed to foreign currency exchange rate risks inherent in our sales commitments, anticipated sales, [removed: expenses and] [added: expenses,] assets and liabilities denominated in currencies other than the functional currency of our subsidiaries.

Our operations generate non-functional currency cash flows such as revenue, third-party vendor [removed: payments] [added: payments,] and inter-company payments.

In [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] approximately [removed: 77] [added: 75] percent, 77 [removed: percent] [added: percent,] and [removed: 76 percent] [added: 77 percent, respectively,] 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: 2022.][added: 2023.]

We calculate the impact of foreign currency exchange rates movements by applying the actual foreign currency exchange rates in effect during the last month of each [added: fiscal] quarter [removed: to] [added: of] the current [added: fiscal] year to both the applicable current and prior year periods.

As of October 31, [removed: 2022] [added: 2023,] and [removed: 2021,] [added: 2022,] the analysis indicated that these hypothetical market movements would not have a material effect on our consolidated financial position, results of [removed: operations] [added: operations,] or cash flows.

As of October 31, [removed: 2022,] [added: 2023,] a hypothetical 10 percent increase in interest rates would have decreased the fair value of the company’s fixed-rate [removed: long-term] debt by approximately [removed: $36] [added: $30] million.

However, since the company currently has no plans to repurchase its outstanding fixed-rate instruments before their [removed: maturity] [added: maturity,] nor do the investors in our fixed-rate debt obligations have the right to demand we pay off these obligations prior to maturity, the impact of market interest rate fluctuations on the company’s fixed-rate long-term debt does not affect the company’s results of operations or stockholders’ equity.

We generated [removed: $5.4] [added: $5.5] billion, [removed: $4.9] [added: $5.4] billion and [removed: $4.2] [added: $4.9] billion of revenue in [added: 2023,] 2022, [removed: 2021] and [removed: 2020,] [added: 2021,] respectively.

Revenue, income from operations and assets by business segment as of and for the fiscal years ended October 31, [added: 2023,] 2022, [removed: 2021,] and [removed: 2020,] [added: 2021,] are provided in Note 16, "Segment Information," to our consolidated financial statements.

[removed: Keysight's software solutions can be] [added: Software products are] characterized in the following three categories:

[removed: *◦Instrument software applications.*] [added: -] Instrument software applications are designed to optimize the value that our customers derive from our [removed: instruments by] [added: instruments,] providing faster insight and analytics [removed: through a combined] [added: by integrating the instrument’s] hardware and software [removed: application] [added: into an application-focused] solution.

[removed: *◦Software application solutions.*] [added: -] Software [removed: applications] [added: application solutions] unify multiple instruments into [removed: industry-specific solutions to provide] [added: an application-specific measurement solution, providing] faster time to insight across [removed: industries, technologies] [added: industry-specific applications, technologies,] and lifecycle phases.

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

These solutions are built on our open and scalable [removed: Pathwave] [added: PathWave] software platform and enable our customers to [added: efficiently] translate virtual designs into [removed: real] [added: physical] products.

Our software test automation platform uses artificial intelligence and machine [removed: learnings ("AI/ML")] [added: learning ("AI-ML")] to accelerate customer productivity in software test creation and execution.

[removed: We conduct] [added: Keysight conducts] business [removed: annually] with [removed: over 30,000 customers globally,] [added: global customers,] including many Fortune 1000 companies that are developing new electronic technologies, networks, systems, [removed: devices] [added: devices,] and components.

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

[removed: ][added: ]

[removed: - *Global sales channel and reach.* We have] [added: Keysight primarily employs] a comprehensive global [added: direct] sales channel with experienced management [removed: teams] and highly technical sales and application engineers, including a strong local presence in emerging markets.

[removed: Approximately] [added: More than] 80 percent of our business comes from customer interactions with our direct sales organization.

[removed: - *Centralized order fulfillment.* Our] [added: We use a] centralized order fulfillment organization [removed: allows] [added: that supplies solutions to customers worldwide, allowing] us to leverage the scale [removed: and scope] of our business to provide [removed: high-quality, market-leading instrument solutions to our customers] [added: high-quality products] while [removed: generating] [added: maintaining] competitive gross margins.

[removed: - *Flexible business model.*] Our operating model incorporates [removed: a substantial amount of] cost structure flexibility [removed: with the intent] [added: that has allowed Keysight] to [removed: be materially profitable] [added: deliver profitability] across a range of economic and market conditions.

[removed: The Keysight] [added: Keysight] Leadership Model

[removed: - Employee Growth is enabled in] [added: We have] a diverse, [removed: inclusive] [added: inclusive,] and respectful work environment, where employees are offered challenging assignments, development opportunities, competitive salaries and a safe workplace.

The Communications Solutions Group [added: ("CSG")] serves customers spanning the [removed: worldwide] [added: global] commercial communications and aerospace, [removed: defense] [added: defense,] and government end markets.

The [removed: group's] [added: group’s] solutions consist of electronic design and test software, [removed: electronic measurement instruments, systems] [added: instrumentation, systems,] and related services.

These solutions are used in the simulation, design, validation, manufacturing, [removed: installation] [added: installation,] and optimization of electronic [removed: equipment and networks.][added: equipment.]

*Commercial [removed: Communications Market*][added: Communications*]

*Aerospace, Defense and [removed: Government Market*][added: Government*]

Government customers include [added: a range of government agencies, such as] departments [removed: or] [added: and] ministries of [removed: defense] [added: defense, security agencies,] and related [removed: agencies around the world.][added: government research entities.]

Commercial [removed: customers] [added: suppliers] include [removed: aerospace] [added: aerospace, defense,] and satellite equipment [removed: manufacturers] [added: prime contractors, subcontractors,] and related component suppliers.

We are committed to investing in R&D and have focused our development efforts on [removed: key] strategic opportunities that align our business with available [removed: markets,] [added: markets] and position the company for growth.

We conduct R&D in four principal areas: enabling technologies, system design, simulation, and [removed: measurement] [added: measurement,] with the aim of building a strong foundation for next-generation and longer-term solutions.

Our most significant technology development centers are in [removed: California, Colorado and Texas in] the United [removed: States,] [added: States (California, Colorado] and [removed: in Romania, Malaysia,] [added: Texas),] India, [added: Malaysia, Romania, Germany,] China, [added: Japan,] United Kingdom, Spain, [removed: Germany] [added: Singapore] and [removed: Japan.][added: Finland.]

We anticipate that we will continue to [removed: have significant] [added: maintain] R&D expenditures [removed: in order] to [removed: maintain our competitive position with] [added: deliver] a continuous flow of innovative, high-quality [removed: software and hardware embedded in] customer solutions, [removed: products] [added: products,] and services.

[removed: Customer demand] [added: Our global scale] is [removed: fulfilled] [added: complemented] by [added: localized presence with] trained engineers and technicians [removed: through] [added: delivering our services via] regional support [removed: and service] centers located near customers or [removed: through] on-site teams.

- [removed: *Product] [added: Product] support [removed: services.* Comprehensive] [added: services deliver comprehensive] support that includes repair, parts, and accredited calibrations of Keysight products and solutions.

- [removed: *Professional services.* Installation, training] [added: Professional services, including installation, training,] and engineering [removed: services to] [added: services,] optimize equipment [added: and solution] adoption, utilization, and [removed: design of test processes.][added: integration into customers’ unique environments.]

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

[removed: Our direct sales organizations serve customers globally across the commercial] communications, aerospace, defense and government, automotive and energy, [removed: semiconductor, general electronics, network test] [added: semiconductor] and [removed: network visibility] [added: general electronics] markets.

To complement our direct sales force, we have an extensive network of [added: over 800] channel partners around the world.

These channel partners include resellers, manufacturer’s [removed: representatives] [added: representatives,] and distributors.

[removed: To] [added: We utilize a combination of both in-house manufacturing and contract manufacturers to] maximize our productivity and our ability to respond to market [removed: conditions, we have significant in-house manufacturing capabilities that are supplemented by contract manufacturers.][added: conditions.]

Our in-house manufacturing efforts are focused on the highest value added, more complex and highly technical aspects of [removed: production, and we use contract manufacturers for assembly, printed circuit board] production and [removed: chassis assembly.][added: plating.]

Our other principal [added: finished good] manufacturing facilities are in California and Colorado in the United States, and Germany and Japan outside of the United States.

We also operate three technology centers located in Santa Rosa, California; Colorado Springs, Colorado; and Boeblingen, Germany that collectively provide key components and [removed: sub‑systems] [added: sub-systems] for our instruments, including microwave monolithic integrated circuits, thick and thin film circuits, optical components, high-speed probes and precision machining.

Keysight Global Marketing builds the company brand and drives growth through programs that increase awareness, [removed: reputation,] [added: demand,] and [removed: demand] [added: engagement] for Keysight’s design, simulation, emulation, and test solutions.

Keysight Technologies, Inc. ("we," "us," "Keysight" or the "company"), incorporated in Delaware on December 6, 2013, is a global innovator in the computing, communications and electronics market, committed to advancing our customers’ business success by helping them solve critical challenges in the development and commercialization of their products and services.

Our mission, "*accelerating innovation to connect and secure the world,"* speaks to the value we provide our customers in a world of ever-increasing technological complexity.

We deliver this value through a broad range of design and test solutions that address the critical challenges our customers face in bringing their innovations to market faster.

Keysight’s portfolio of hardware, software, and services enables our customers’ engineering workflows as they design, manufacture, deploy, and optimize their products and solutions.

Our revenue is derived primarily from solutions addressing research and development ("R&D") applications, and to a lesser degree, applications in manufacturing and operations.

The accelerating pace of technological innovation and engineering intensity are long-term secular drivers of demand for Keysight’s solutions and services.

We serve a global set of customers in over 100 countries across a wide range of industry segments, including communications, aerospace defense, government, automotive, energy, industrial, general electronics, and semiconductor.

We trace our heritage back over 80 years to the beginning of Silicon Valley.

The fundamental elements of our culture are represented in our Keysight Leadership Model ("KLM"), which provides a framework for sustained value creation for customers, shareholders, and employees.

The KLM centers on delivering customer success via a continuous activity system and core values that guide and drive our actions as a company and as individuals.

The activities are summarized as an ongoing cycle

of market insight that drives capital allocation and yields timely solutions that are optimized via operational excellence.

Competitive Advantages

The following advantages enable us to deliver on our commitment of sustained value creation for our stakeholders.

*Deep, long-term global customer relationships*

Keysight’s history of collaborative innovation is demonstrated by our service to leading companies across the diverse markets that we address.

Our customers trust Keysight to deliver the technological expertise, leading-edge capabilities, and broad solutions portfolio that they need to execute on their product development goals.

These teams are supported by tight collaboration with the engineering teams who create the solutions used by our customers so that problems can be addressed efficiently, and solutions enhanced quickly, to enable customer success.

Our legacy of over 80 years of contribution in measurement science and the resulting breadth of our products and solutions yields a large, global installed base.

This base of customers enables a large and growing services portfolio and offers additional sales opportunities as customers upgrade their products over time.

*Unique technology expertise and capabilities*

Keysight is a technology-driven company, investing in R&D to align our business with available markets and position the company for growth.

As our customers’ trusted test and measurement partner, we innovate at the leading edge of the technologies they seek to utilize in their electronic systems under development.

We employ a combination of strategies to lead in this area, including engagement with top standards bodies and industry consortia and close collaboration with top research programs in universities and industry.

Our central R&D team, Keysight Labs, focuses on developing breakthrough hardware and software technologies that are deployed in application-specific contexts by our business-specific engineering teams.

We develop and incorporate proprietary semiconductor and packaging technology to address the specific needs of our solutions, enabling differentiated performance within our industry.

*Differentiated, first-to-market solutions portfolio*

Keysight’s industry-focused organizational structure emphasizes our engagement with leading customers across our end markets.

We leverage these relationships, together with our technology expertise, to identify market opportunities and seek to maximize the lifecycle value of our design and test contributions beginning in R&D.

Our development teams leverage the broad array of Keysight hardware, software, and services, adding new capability as necessary, to create market-leading solutions.

Providing leading-edge, application-focused solutions for our customers in line with their project schedules is key to our differentiation and value delivery and facilitates the continuous advancement of electronics technology.

With a software-centric

solutions and customer-centered focus, we continue to make strategic investments to expand the R&D mix of our revenue and grow the software and services content of our business, which has the added benefit of increasing recurring revenue.

*Durable and resilient business model*

We employ variable pay mechanisms across our entire employee population and complement this with the strategic use of contingent staffing.

We have a diversified go-to-market approach with indirect sales partners and electronic commerce to complement our direct sales force.

This approach provides flexibility with the added benefit of expanding our reach and providing improved transactional purchase capability.

We complement our in-house capabilities with an extensive network of suppliers and subcontractors, which allows us to adapt to changing market conditions.

The durability and resilience of our business model has provided strategic flexibility and enabled the company to continue to allocate capital and invest in growth through different market environments.

*Innovative culture*

Keysight Technologies, Inc. ("we," "us," "Keysight" or the "company"), incorporated in Delaware on December 6, 2013, is a technology company that helps enterprises, service providers and governments accelerate innovation to connect and secure the world by providing electronic design and test solutions that are used in the simulation, design, validation, manufacture, installation, optimization and secure operation of electronics systems in the communications, networking and electronics industries.

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

We had more than 18,000 direct customers for our solutions and services in 2022 and over 30,000 customers globally, including indirect channels.

No single customer represented 10 percent or more of our revenue.

Strategies

With a focus on electronic design, test and optimization, we deliver market-leading solutions across a wide range of industries, including commercial communications; networking; aerospace, defense and government; automotive; energy; semiconductor; general electronics; and education.

Our software and hardware solutions support our customers' design and test challenges across the entire product 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 optimization, including user experience in the field.

Our objective is to increase the productivity of our customers.

Keysight's solutions utilize a common portfolio of market-leading software and hardware technologies along with a suite of valued-added services.

This broad portfolio of solutions enables our customers to efficiently develop and deploy their products to address the most rapidly evolving new technologies and market opportunities.

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

- Keysight Software Solutions - Expanding our software offerings to meet customer needs and increase recurring revenue

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

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.

- Providing complete solutions with services

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

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

Support offerings, such as KeysightCare, asset optimization, technology refresh and other value-added services enable us to provide complete customer solutions across a broad set of communications and electronics markets, technologies and industries.

- Investing early to achieve first-to-market solutions

◦*Wireless communication measurement solutions.*We are investing in the development of new wireless communications design and test solutions to satisfy the commercial communications end market and provide the industry with new capabilities for development of next-generation devices, as well as wireless and wireline networks.

Our technical breadth combined with our engagement with market-leading customers has enabled our development of leading-edge and first-to-market solutions in 5G and virtual network applications, such as ORAN.

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.

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

In recent years, we have introduced new 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.

The Automotive Cybersecurity Program validates the resiliency of connected components of a vehicle.

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

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

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

◦*Network applications*.

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

We continue to invest to

provide first-to-market solutions to meet the needs of our customers in this rapidly evolving market as network speeds and complexity increase with virtualization and software control.

Our network visibility solutions allow enterprises and service providers to optimize their network operations by efficiently providing network visibility for enhanced performance and security.

We are investing to bring this powerful capability to a broad range of increasingly software-driven 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 service, and enhance network security, necessitated by the rapid growth of high-speed, connected devices and applications.

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

To date, we have paid [removed: $2.1] [added: $3.1] million of the penalty.

In addition, in February [removed: 2022] [added: 2022,] Centripetal filed complaints in Germany alleging infringement of certain of Centripetal’s German patents, and in April [removed: 2022] [added: 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 [removed: intend to] [added: are] aggressively [removed: defend] [added: defending] each case.

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

For the fiscal year ended October 31, [removed: 2022][added: 2023]

The aggregate market value of common equity held by non-affiliates as of April 30, [removed: 2022] [added: 2023] was approximately $20 billion, based upon the closing price of the Registrant's common stock as quoted on New York Stock Exchange on such date.

[removed: Shares of stock held by officers, directors] and 5 percent or more stockholders have been excluded in that such persons may be deemed to be affiliates.

As of December 12, [removed: 2022,] [added: 2023,] there were [removed: 178,795,460] [added: 175,044,604] 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: 16, 2023] [added: 21, 2024] and to be filed pursuant to Regulation 14A within 120 days after registrant's fiscal year ended October 31, [removed: 2022] [added: 2023] are incorporated by reference into Part III of this Report. | | | | | | III | | |

| [Forward-Looking [removed: Statements](#ib81b59718a7e482fbd58b467ee1d1900_10)] [added: Statements](#i49d68add10254246b7f4a07a2ad1671f_10)] | | | | | | [removed: [3](#ib81b59718a7e482fbd58b467ee1d1900_10)] [added: [3](#i49d68add10254246b7f4a07a2ad1671f_10)] | | |

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| [Item [removed: 1B](#ib81b59718a7e482fbd58b467ee1d1900_55)] [added: 1B](#i49d68add10254246b7f4a07a2ad1671f_55)] | | | [Unresolved Staff [removed: Comments](#ib81b59718a7e482fbd58b467ee1d1900_55)] [added: Comments](#i49d68add10254246b7f4a07a2ad1671f_55)] | | | [removed: [33](#ib81b59718a7e482fbd58b467ee1d1900_55)] [added: [31](#i49d68add10254246b7f4a07a2ad1671f_55)] | | |

| [Item [removed: 2](#ib81b59718a7e482fbd58b467ee1d1900_58)] [added: 2](#i49d68add10254246b7f4a07a2ad1671f_58)] | | | [removed: [Properties](#ib81b59718a7e482fbd58b467ee1d1900_58)] [added: [Properties](#i49d68add10254246b7f4a07a2ad1671f_58)] | | | [removed: [34](#ib81b59718a7e482fbd58b467ee1d1900_58)] [added: [32](#i49d68add10254246b7f4a07a2ad1671f_58)] | | |

| [Item [removed: 3](#ib81b59718a7e482fbd58b467ee1d1900_61)] [added: 3](#i49d68add10254246b7f4a07a2ad1671f_61)] | | | [Legal [removed: Proceedings](#ib81b59718a7e482fbd58b467ee1d1900_61)] [added: Proceedings](#i49d68add10254246b7f4a07a2ad1671f_61)] | | | [removed: [35](#ib81b59718a7e482fbd58b467ee1d1900_61)] [added: [33](#i49d68add10254246b7f4a07a2ad1671f_61)] | | |

| [Item [removed: 4](#ib81b59718a7e482fbd58b467ee1d1900_64)] [added: 4](#i49d68add10254246b7f4a07a2ad1671f_64)] | | | [Mine Safety [removed: Disclosures](#ib81b59718a7e482fbd58b467ee1d1900_64)] [added: Disclosures](#i49d68add10254246b7f4a07a2ad1671f_64)] | | | [removed: [35](#ib81b59718a7e482fbd58b467ee1d1900_64)] [added: [33](#i49d68add10254246b7f4a07a2ad1671f_64)] | | |

| [Item [removed: 5](#ib81b59718a7e482fbd58b467ee1d1900_70)] [added: 5](#i49d68add10254246b7f4a07a2ad1671f_70)] | | | [Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#ib81b59718a7e482fbd58b467ee1d1900_70)] [added: Securities](#i49d68add10254246b7f4a07a2ad1671f_70)] | | | [removed: [36](#ib81b59718a7e482fbd58b467ee1d1900_70)] [added: [34](#i49d68add10254246b7f4a07a2ad1671f_70)] | | |

| [Item [removed: 6](#ib81b59718a7e482fbd58b467ee1d1900_73)] [added: 6](#i49d68add10254246b7f4a07a2ad1671f_73)] | | | [removed: [\[Reserved\]](#ib81b59718a7e482fbd58b467ee1d1900_73)] [added: [\[Reserved\]](#i49d68add10254246b7f4a07a2ad1671f_73)] | | | [removed: [36](#ib81b59718a7e482fbd58b467ee1d1900_73)] [added: [35](#i49d68add10254246b7f4a07a2ad1671f_73)] | | |

| [Item [removed: 7](#ib81b59718a7e482fbd58b467ee1d1900_76)] [added: 7](#i49d68add10254246b7f4a07a2ad1671f_76)] | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#ib81b59718a7e482fbd58b467ee1d1900_76)] [added: Operations](#i49d68add10254246b7f4a07a2ad1671f_76)] | | | [removed: [37](#ib81b59718a7e482fbd58b467ee1d1900_76)] [added: [36](#i49d68add10254246b7f4a07a2ad1671f_76)] | | |

| [Item [removed: 7A](#ib81b59718a7e482fbd58b467ee1d1900_118)] [added: 7A](#i49d68add10254246b7f4a07a2ad1671f_115)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#ib81b59718a7e482fbd58b467ee1d1900_118)] [added: Risk](#i49d68add10254246b7f4a07a2ad1671f_115)] | | | [removed: [52](#ib81b59718a7e482fbd58b467ee1d1900_118)] [added: [51](#i49d68add10254246b7f4a07a2ad1671f_115)] | | |

| [Item [removed: 8](#ib81b59718a7e482fbd58b467ee1d1900_121)] [added: 8](#i49d68add10254246b7f4a07a2ad1671f_118)] | | | [Financial Statements and Supplementary [removed: Data](#ib81b59718a7e482fbd58b467ee1d1900_121)] [added: Data](#i49d68add10254246b7f4a07a2ad1671f_118)] | | | [removed: [54](#ib81b59718a7e482fbd58b467ee1d1900_121)] [added: [53](#i49d68add10254246b7f4a07a2ad1671f_118)] | | |

| [Item [removed: 9](#ib81b59718a7e482fbd58b467ee1d1900_199)] [added: 9](#i49d68add10254246b7f4a07a2ad1671f_196)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#ib81b59718a7e482fbd58b467ee1d1900_199)] [added: Disclosure](#i49d68add10254246b7f4a07a2ad1671f_196)] | | | [removed: [101](#ib81b59718a7e482fbd58b467ee1d1900_199)] [added: [99](#i49d68add10254246b7f4a07a2ad1671f_196)] | | |

| [Item [removed: 9A](#ib81b59718a7e482fbd58b467ee1d1900_202)] [added: 9A](#i49d68add10254246b7f4a07a2ad1671f_199)] | | | [Controls and [removed: Procedures](#ib81b59718a7e482fbd58b467ee1d1900_202)] [added: Procedures](#i49d68add10254246b7f4a07a2ad1671f_199)] | | | [removed: [101](#ib81b59718a7e482fbd58b467ee1d1900_202)] [added: [99](#i49d68add10254246b7f4a07a2ad1671f_199)] | | |

| [Item [removed: 9](#ib81b59718a7e482fbd58b467ee1d1900_2070)[C](#ib81b59718a7e482fbd58b467ee1d1900_2070)] [added: 9C](#i49d68add10254246b7f4a07a2ad1671f_205)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#ib81b59718a7e482fbd58b467ee1d1900_2070)] [added: Inspections](#i49d68add10254246b7f4a07a2ad1671f_205)] | | | [removed: [101](#ib81b59718a7e482fbd58b467ee1d1900_2070)] [added: [99](#i49d68add10254246b7f4a07a2ad1671f_205)] | | |

| [PART [removed: III](#ib81b59718a7e482fbd58b467ee1d1900_208)] [added: III](#i49d68add10254246b7f4a07a2ad1671f_208)] | | | | | | | | |

| [Item [removed: 10](#ib81b59718a7e482fbd58b467ee1d1900_211)] [added: 10](#i49d68add10254246b7f4a07a2ad1671f_211)] | | | [Directors, Executive Officers and Corporate [removed: Governance](#ib81b59718a7e482fbd58b467ee1d1900_211)] [added: Governance](#i49d68add10254246b7f4a07a2ad1671f_211)] | | | [removed: [101](#ib81b59718a7e482fbd58b467ee1d1900_211)] [added: [100](#i49d68add10254246b7f4a07a2ad1671f_211)] | | |

| [Item [removed: 11](#ib81b59718a7e482fbd58b467ee1d1900_214)] [added: 11](#i49d68add10254246b7f4a07a2ad1671f_214)] | | | [Executive [removed: Compensation](#ib81b59718a7e482fbd58b467ee1d1900_214)] [added: Compensation](#i49d68add10254246b7f4a07a2ad1671f_214)] | | | [removed: [102](#ib81b59718a7e482fbd58b467ee1d1900_214)] [added: [100](#i49d68add10254246b7f4a07a2ad1671f_214)] | | |

| [Item [removed: 12](#ib81b59718a7e482fbd58b467ee1d1900_217)] [added: 12](#i49d68add10254246b7f4a07a2ad1671f_217)] | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#ib81b59718a7e482fbd58b467ee1d1900_217)] [added: Matters](#i49d68add10254246b7f4a07a2ad1671f_217)] | | | [removed: [102](#ib81b59718a7e482fbd58b467ee1d1900_217)] [added: [100](#i49d68add10254246b7f4a07a2ad1671f_217)] | | |

| [Item [removed: 13](#ib81b59718a7e482fbd58b467ee1d1900_220)] [added: 13](#i49d68add10254246b7f4a07a2ad1671f_220)] | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#ib81b59718a7e482fbd58b467ee1d1900_220)] [added: Independence](#i49d68add10254246b7f4a07a2ad1671f_220)] | | | [removed: [103](#ib81b59718a7e482fbd58b467ee1d1900_220)] [added: [101](#i49d68add10254246b7f4a07a2ad1671f_220)] | | |

| [Item [removed: 14](#ib81b59718a7e482fbd58b467ee1d1900_223)] [added: 14](#i49d68add10254246b7f4a07a2ad1671f_223)] | | | [Principal Accounting Fees and [removed: Services](#ib81b59718a7e482fbd58b467ee1d1900_223)] [added: Services](#i49d68add10254246b7f4a07a2ad1671f_223)] | | | [removed: [103](#ib81b59718a7e482fbd58b467ee1d1900_223)] [added: [101](#i49d68add10254246b7f4a07a2ad1671f_223)] | | |

| [PART [removed: IV](#ib81b59718a7e482fbd58b467ee1d1900_226)] [added: IV](#i49d68add10254246b7f4a07a2ad1671f_226)] | | | | | | | | |

| [Item [removed: 15](#ib81b59718a7e482fbd58b467ee1d1900_229)] [added: 15](#i49d68add10254246b7f4a07a2ad1671f_229)] | | | [removed: [Exhibits,] [added: [Exhibits and] Financial Statement [removed: Schedules](#ib81b59718a7e482fbd58b467ee1d1900_229)] [added: Schedules](#i49d68add10254246b7f4a07a2ad1671f_229)] | | | [removed: [103](#ib81b59718a7e482fbd58b467ee1d1900_229)] [added: [101](#i49d68add10254246b7f4a07a2ad1671f_229)] | | |

| [Item [removed: 16](#ib81b59718a7e482fbd58b467ee1d1900_232)] [added: 16](#i49d68add10254246b7f4a07a2ad1671f_232)] | | | [Form 10-K [removed: Summary](#ib81b59718a7e482fbd58b467ee1d1900_232)] [added: Summary](#i49d68add10254246b7f4a07a2ad1671f_232)] | | | [removed: [107](#ib81b59718a7e482fbd58b467ee1d1900_232)] [added: [106](#i49d68add10254246b7f4a07a2ad1671f_232)] | | |

This report contains forward-looking statements [removed: including, without limitation, statements regarding] [added: which include but are not limited to predictions, future guidance, projections, beliefs, and expectations about the company’s] trends, seasonality, cyclicality and growth in, and drivers of, the markets we sell into, our strategic direction, earnings from our foreign subsidiaries, [removed: 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 [removed: local] government regulations on our ability to [removed: 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, [added: and] our transition to lower-cost [removed: regions, the existence of political or economic instability, impacts of geopolitical tension and conflict in regions outside of the 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 3, 2021 Consent Agreement with the Directorate of Defense Trade Controls, Bureau of Political-Military Affairs, Department of State, the impact of new and ongoing litigation, inflationary pressures, continued impacts to the supply chain, impacts related to endemic and pandemic conditions, impacts related to net zero emissions commitments, the impact of volatile weather caused by environmental conditions such as climate change, increases in attrition and our ability to retain key personnel, and our estimated or anticipated future results of operations, which involve risks and uncertainties.][added: regions.]

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

Shares of stock held by officers, directors

| [PART I](#i49d68add10254246b7f4a07a2ad1671f_13) | | | | | | | | |

| [PART II](#i49d68add10254246b7f4a07a2ad1671f_67) | | | | | | | | |

| [Item 9B](#i49d68add10254246b7f4a07a2ad1671f_202) | | | [Other Information](#i49d68add10254246b7f4a07a2ad1671f_202) | | | [99](#i49d68add10254246b7f4a07a2ad1671f_202) | | |

| | | | [Signatures](#i49d68add10254246b7f4a07a2ad1671f_235) | | | [107](#i49d68add10254246b7f4a07a2ad1671f_235) | | |

The forward-looking statements involve risks and uncertainties that could cause Keysight’s results to differ materially from management’s current expectations.

Such risks and uncertainties include, but are not limited to, the impact of global economic conditions such as inflation or potential recession, slowing demand for products or services, volatility in financial markets, reduced access to credit, increased interest rates, the existence of political or economic instability, impacts of geopolitical tension and conflict, the impacts of increased trade tension and tightening of export control regulations, the impact of compliance with the August 3, 2021 Consent Agreement with the Directorate of Defense Trade Controls, Bureau of Political-Military Affairs, Department of State, the impact of new and ongoing litigation, impacts related to endemic and pandemic conditions, impacts related to net zero emissions commitments, the impact of volatile weather caused by environmental conditions such as climate change, and our ability to successfully integrate key acquisitions.

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

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

| [Item 9B](#ib81b59718a7e482fbd58b467ee1d1900_205) | | | [Other Information](#ib81b59718a7e482fbd58b467ee1d1900_205) | | | [101](#ib81b59718a7e482fbd58b467ee1d1900_205) | | |

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

We own or lease [removed: 139] [added: 134] operating facilities located throughout the world that handle [removed: manufacturing production, R&D,] [added: manufacturing, research and development,] administration, assembly, sales, quality, assurance testing, [removed: distribution] [added: distribution,] and packaging of our products.

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

As of October 31, [removed: 2022,] [added: 2023,] we own or lease approximately [removed: 5.6] [added: 5.4] million square feet(a) of space worldwide, a summary of which is provided below:

| Leased facilities | | | | | | [removed: 2.1] [added: 1.9] | | |

| Manufacturing plants, R&D facilities and warehouse and administrative facilities | | | | | | [removed: 5.3] [added: 5.2] | | |

| Sales facilities | | | | | | [removed: 0.3] [added: 0.2] | | |

*(a)* *Excludes [removed: 0.6] [added: 0.8] million square feet of vacated space, all of which is leased to third [removed: parties.*][added: parties or is in restructuring.*]

| Total | | | | | | 5.4 | | |

| Total | | | | | | 5.4 | | |

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

Our common stock is listed on the New York Stock Exchange ("NYSE") with the ticker symbol "KEYS.’’ [added: As of December 12, 2023, there were 16,230 shareholders of record.]

The information required by this item with respect to equity compensation plans will be included under the caption [removed: Equity] [added: "Equity] Compensation [removed: Plans] [added: Plans"] in our proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A, and is incorporated herein by reference.

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: 2022.][added: 2023.]

The total number of shares of common stock purchased by the company during the fiscal year ended October 31, [removed: 2022 is 5,442,280] [added: 2023 was 4,913,548] shares.

| (1) | | | On [removed: November 18, 2021,] [added: March 6, 2023,] our board of directors approved a [added: new] stock repurchase program authorizing the purchase of up to [removed: $1,200] [added: $1,500] million of the company’s common stock, replacing the previously approved November [removed: 2020 program, under] [added: 2021 program authorizing the purchase of up to $1,200 million of the company’s common stock, of] which [removed: $77] [added: $225] 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 [removed: transactions] [added: transactions,] or other means. All such shares and related costs are held as treasury stock and accounted for at [removed: the] trade date using the cost method. | | |

Stock Price Performance Graph

The following graph compares the cumulative 5-year total stockholder return on our common stock relative to the cumulative total return of the S&P 500 Index and the S&P 500 Information Technology Index.

The graph assumes that the value of the investment in our common stock and in each index on October 31, 2018 (including reinvestment of dividends) was $100 and tracks it each year thereafter on the last day of our fiscal year through October 31, 2023.

The historical performance set forth below is not indicative of future stock price performance.


| August 1, 2023 through August 31, 2023 | | | | | | 898,933 | | | | | | $ | 130.15 | | | | | 898,933 | | | | | | $ | 1,232,832,479 | |

| September 1, 2023 through September 30, 2023 | | | | | | 1,388,703 | | | | | | $ | 132.50 | | | | | 1,388,703 | | | | | | $ | 1,048,835,548 | |

| October 1, 2023 through October 31, 2023 | | | | | | 985,676 | | | | | | $ | 126.82 | | | | | 985,676 | | | | | | $ | 923,835,624 | |

| Total | | | | | | 3,273,312 | | | | | | | | | | | | 3,273,312 | | | | | | | | |

There were 17,025 shareholders of record of Keysight common stock as of December 12, 2022.

| 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 | | | | | | | | |

| [Report of Independent Registered Public Accounting [removed: Firm](#ib81b59718a7e482fbd58b467ee1d1900_124)] [added: Firm](#i49d68add10254246b7f4a07a2ad1671f_121)] (PCAOB ID: 238) | | | | | | [removed: [55](#ib81b59718a7e482fbd58b467ee1d1900_124)] [added: [54](#i49d68add10254246b7f4a07a2ad1671f_121)] | | |

| [Consolidated Statement of Operations for each of the three years in the period ended October 31, [removed: 2022](#ib81b59718a7e482fbd58b467ee1d1900_130)] [added: 2023](#i49d68add10254246b7f4a07a2ad1671f_127)] | | | | | | [removed: [57](#ib81b59718a7e482fbd58b467ee1d1900_130)] [added: [56](#i49d68add10254246b7f4a07a2ad1671f_127)] | | |

| [Consolidated Statement of Comprehensive Income for each of the three years in the period ended October 31, [removed: 2022](#ib81b59718a7e482fbd58b467ee1d1900_133)] [added: 2023](#i49d68add10254246b7f4a07a2ad1671f_130)] | | | | | | [removed: [58](#ib81b59718a7e482fbd58b467ee1d1900_133)] [added: [57](#i49d68add10254246b7f4a07a2ad1671f_130)] | | |

| [Consolidated Balance Sheet at October 31, [removed: 2022] [added: 2023] and [removed: 2021](#ib81b59718a7e482fbd58b467ee1d1900_136)] [added: 2022](#i49d68add10254246b7f4a07a2ad1671f_133)] | | | | | | [removed: [59](#ib81b59718a7e482fbd58b467ee1d1900_136)] [added: [58](#i49d68add10254246b7f4a07a2ad1671f_133)] | | |

| [Consolidated Statement of Cash Flows for each of the three years in the period ended October 31, [removed: 2022](#ib81b59718a7e482fbd58b467ee1d1900_139)] [added: 2023](#i49d68add10254246b7f4a07a2ad1671f_136)] | | | | | | [removed: [60](#ib81b59718a7e482fbd58b467ee1d1900_139)] [added: [59](#i49d68add10254246b7f4a07a2ad1671f_136)] | | |

| [Consolidated Statement of Equity for each of the three years in the period ended October 31, [removed: 2022](#ib81b59718a7e482fbd58b467ee1d1900_142)] [added: 2023](#i49d68add10254246b7f4a07a2ad1671f_139)] | | | | | | [removed: [61](#ib81b59718a7e482fbd58b467ee1d1900_142)] [added: [60](#i49d68add10254246b7f4a07a2ad1671f_139)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ib81b59718a7e482fbd58b467ee1d1900_145)] [added: Statements](#i49d68add10254246b7f4a07a2ad1671f_142)] | | | | | | [removed: [62](#ib81b59718a7e482fbd58b467ee1d1900_145)] [added: [61](#i49d68add10254246b7f4a07a2ad1671f_142)] | | |

We have audited the accompanying consolidated balance sheets of Keysight Technologies, Inc. and its subsidiaries (the “Company”) as of October 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended October 31, [removed: 2022] [added: 2023] 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: 2022,] [added: 2023,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework*] [added: 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended October 31, [removed: 2022] [added: 2023] 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: 2022,] [added: 2023,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework*] [added: Framework] (2013) issued by the COSO.

As described in Notes 1 and 12 to the consolidated financial statements, the Company has defined benefit plan obligations of [removed: $636] [added: $634] million for its U.S. plans as of October 31, [removed: 2022.][added: 2023.]

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Total revenue | | | [removed: 5,420] [added: 5,464] | | | | | | [removed: 4,941] [added: 5,420] | | | | | | [removed: 4,221] [added: 4,941] | | |

| Cost of products | | | [removed: 1,617] [added: 8] | | | | | | [removed: 1,522] [added: 13] | | | | | | [removed: 1,373] [added: —] | | |

| Cost of services and other | | | [removed: 353] [added: 380] | | | | | | [removed: 350] [added: 363] | | | | | | [removed: 315] [added: 361] | | |

| Total costs | | | [removed: 1,970] [added: 1,932] | | | | | | [removed: 1,872] [added: 1,970] | | | | | | [removed: 1,688] [added: 1,872] | | |

| Research and development | | | [removed: 841] [added: 882] | | | | | | [removed: 811] [added: 841] | | | | | | [removed: 715] [added: 811] | | |

| Selling, general and administrative | | | [removed: 1,283] [added: 1,307] | | | | | | [removed: 1,195] [added: 1,283] | | | | | | [removed: 1,097] [added: 1,195] | | |

| Other operating expense (income), net | | | [removed: (8)] [added: (15)] | | | | | | [removed: (17)] [added: (8)] | | | | | | [removed: (44)] [added: (17)] | | |

| Total costs and expenses | | | [removed: 4,086] [added: 4,106] | | | | | | [removed: 3,861] [added: 4,086] | | | | | | [removed: 3,456] [added: 3,861] | | |

| Income from operations | | | [removed: 1,334] [added: 1,358] | | | | | | [removed: 1,080] [added: 1,334] | | | | | | [removed: 765] [added: 1,080] | | |

| Interest income | | | [removed: 16] [added: 102] | | | | | | [removed: 3] [added: 16] | | | | | | [removed: 11] [added: 3] | | |

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

| Other income (expense), net | | | [removed: 14] [added: (25)] | | | | | | [removed: 6] [added: 14] | | | | | | [removed: 63] [added: 6] | | |

| Income before taxes | | | [removed: 1,285] [added: 1,357] | | | | | | [removed: 1,010] [added: 1,285] | | | | | | [removed: 761] [added: 1,010] | | |

| Provision for income taxes | | | [removed: 161] [added: 300] | | | | | | [removed: 116] [added: 161] | | | | | | [removed: 134] [added: 116] | | |

| Net income | | | $ | [removed: 1,124] [added: 1,057] | | | | | $ | [removed: 894] [added: 1,124] | | | | | $ | [removed: 627] [added: 894] | |

| Basic | | | $ | [removed: 6.23] [added: 5.95] | | | | | $ | [removed: 4.84] [added: 6.23] | | | | | $ | [removed: 3.35] [added: 4.84] | |

| Diluted | | | $ | [removed: 6.18] [added: 5.91] | | | | | $ | [removed: 4.78] [added: 6.18] | | | | | $ | [removed: 3.31] [added: 4.78] | |

| Basic | | | [removed: 180] [added: 178] | | | | | | [removed: 185] [added: 180] | | | | | | [removed: 187] [added: 185] | | |

| Diluted | | | [removed: 182] [added: 179] | | | | | | [removed: 187] [added: 182] | | | | | | [removed: 189] [added: 187] | | |

| [removed: Unrealized gain (loss)] [added: Gains (losses)] on derivative instruments, net of tax benefit (expense) of [removed: $(19), $(6)] [added: $4, $(19)] and [removed: $(4)] [added: $(6)] | | | [removed: 73] [added: (15)] | | | | | | [removed: 26] [added: 73] | | | | | | [removed: 16] [added: 26] | | |

| Amounts reclassified into earnings related to derivative instruments, net of tax benefit (expense) of [removed: zero,] [added: $1,] zero and [removed: $(1)] [added: zero] | | | [removed: (3)] [added: (6)] | | | | | | [removed: (2)] [added: (3)] | | | | | | [removed: 3] [added: (2)] | | |

| Foreign currency translation, net of tax benefit (expense) of zero | | | [removed: (165)] [added: 18] | | | | | | [removed: (10)] [added: (165)] | | | | | | [removed: 33] [added: (10)] | | |

| Change in [removed: actuarial] net [added: actuarial] gain (loss), net of tax benefit (expense) of [removed: zero, $(55)] [added: $10, zero] and [removed: $23] [added: $(55)] | | | [removed: 83] [added: (9)] | | | | | | [removed: 144] [added: 83] | | | | | | [removed: (64)] [added: 144] | | |

| Change in net prior service credit, net of tax benefit of zero, zero and [removed: $3] [added: zero] | | | — | | | | | | [removed: (1)] [added: —] | | | | | | [removed: (9)] [added: (1)] | | |

| Other comprehensive income (loss) | | | (12) | | | | | | [removed: 157] [added: (12)] | | | | | | [removed: (21)] [added: 157] | | |

| Total comprehensive income | | | $ | [removed: 1,112] [added: 1,045] | | | | | $ | [removed: 1,051] [added: 1,112] | | | | | $ | [removed: 606] [added: 1,051] | |

| | | | [added: 2023 | | | | | |] 2022 | | | | | | 2021 | | |

| Products | | | $ | 4,336 | | | | | $ | 4,386 | | | | | $ | 3,993 | |

| Services and other | | | 1,128 | | | | | | 1,034 | | | | | | 948 | | |

| Net income | | | $ | 1,057 | | | | | $ | 1,124 | | | | | $ | 894 | |

| Current portion of long-term debt | | | $ | 599 | | | | | $ | — | |

| Net income | | | $ | 1,057 | | | | | $ | 1,124 | | | | | $ | 894 | |

| Changes in assets and liabilities, net of effects of businesses acquired: | | | | | | | | | | | | | | | | | |

| Interest rate swap agreement termination proceeds | | | 107 | | | | | | — | | | | | | — | | |

| Balance as of October 31, 2023 | | | 199,771 | | | | | | $ | 2 | | | | | $ | 2,487 | | | | | (25,449) | | | | | | $ | (2,980) | | | | | $ | 5,611 | | | | | $ | (466) | | | | | $ | 4,654 | |

1.

*Overview.* Keysight Technologies, Inc. ("we," "us," "Keysight" or the "company"), incorporated in Delaware on December 6, 2013, is a global innovator in the computing, communications and electronics market, committed to advancing our customers’ business success by helping them solve critical challenges in the development and commercialization of their products and services.

Our mission, "*accelerating innovation to connect and secure the world,"* speaks to the value we provide our customers in a world of ever-increasing technological complexity.

We deliver this value through a broad range of design and test solutions that address the critical challenges our customers face in bringing their innovations to market faster.

*Reclassifications.* Beginning in fiscal year 2023, to align the presentation of revenue with the manner in which management reviews such information, the presentation of "products" and "services and other" revenue and "costs and expenses" in the consolidated statement of operations were reclassified to move revenue and costs and expenses primarily related to bundled licenses and technical support services from "products" to "services and other." This resulted in reclassification of $88 million and $57 million, respectively, from "products" revenue to "services and other" revenue for the fiscal year ended October 31, 2022 and 2021, and $10 million and $11 million, respectively, from "cost of products" to "cost of services and other" for the fiscal year ended October 31, 2022 and 2021 to conform to the current presentation.

This change had no impact on reported total revenue, income from operations and net income in our consolidated statement of operations.

Forfeitures are recognized as they occur and are reductions from share-based compensation expense.

No material impairments of indefinite-lived intangible assets were recorded in 2021.

We had no IPR&D intangible assets as of October 31, 2023 and 2022.

*Government assistance.* Keysight receives various forms of government assistance, primarily through grants related to the development of new products.

We record proceeds from government grants when there is reasonable assurance that we will comply with the relevant conditions of the grant agreement and we are confident the grant funds will be received.

Grants in recognition of specific expenses are recognized in the same period as an offset to those related expenses.

Grants received from new or existing arrangements during fiscal year 2023 were $4 million and recorded as an offset to expenses in “research and development” in the consolidated statement of operations.

Grant proceeds receivable as of October

31, 2023 were $5 million and recorded in “accounts receivable, net” in the consolidated balance sheet.

Grant proceeds received prior to Keysight meeting the conditions of the grant are recorded in "other accrued liabilities" in the consolidated balance sheet, and grant income is recorded in “other income (expense), net” in the consolidated statement of operations.

These amounts were not material for fiscal year 2023.

For those subsidiaries that operate in a local currency functional environment, all assets and liabilities are translated into

Net foreign currency losses of $49 million in 2023 include unrealized losses of $45 million on outstanding forward exchange contracts associated with the acquisition of ESI Group S.A. See Note 9, "Derivatives."

*ASU 2021-10, Government Assistance (Topic 832): Disclosure by Business Entities about Government Assistance*.

In November 2021, the Financial Accounting Standards Board issued guidance that requires annual disclosures of transactions with a government that are accounted for by applying a grant or contributions accounting model by analogy.

2023 Acquisitions

During the year ended October 31, 2023, we acquired Cliosoft, Inc. ("Cliosoft") for $85 million, net of $15 million cash acquired.

Cliosoft's data and intellectual property management tools enhance our portfolio of electronic design automation solutions.

Goodwill for the acquisition was assigned to the Communications Solutions Group ("CSG") and Electronic Industrial Solutions Group ("EISG") operating segments using the relative fair value allocation approach.

| Total revenue | | | $ | 3,685 | | | | | $ | 1,779 | | | | | $ | 5,464 | | | | | $ | 3,803 | | | | | $ | 1,617 | | | | | $ | 5,420 | | | | | $ | 3,523 | | | | | $ | 1,418 | | | | | $ | 4,941 | |

| Total revenue | | | $ | 3,685 | | | | | $ | 1,779 | | | | | $ | 5,464 | | | | | $ | 3,803 | | | | | $ | 1,617 | | | | | $ | 5,420 | | | | | $ | 3,523 | | | | | $ | 1,418 | | | | | $ | 4,941 | |

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

| Beginning balance | | | $ | 692 | |

| Deferred revenue arising out of acquisitions | | | 4 | | |

| Ending balance | | | $ | 757 | |

It was subsequently amended and restated by our board of directors on September 29, 2014 and again on January 22, 2015.

Change in Accounting 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, 2019.

December 15, 2022

| Products | | | $ | 4,474 | | | | | $ | 4,050 | | | | | $ | 3,432 | |

| Services and other | | | 946 | | | | | | 891 | | | | | | 789 | | |

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

| Balance as of October 31, 2019 | | | 193,769 | | | | | | $ | 2 | | | | | $ | 2,013 | | | | | (6,458) | | | | | | $ | (342) | | | | | $ | 1,909 | | | | | $ | (578) | | | | | $ | 3,004 | |

\`1.

*Overview.* Keysight Technologies, Inc. ("we," "us," "Keysight" or the "company"), incorporated in Delaware on December 6, 2013, is a technology company that helps enterprises, service providers and governments accelerate innovation to connect and secure the world by providing electronic design and test solutions that are used in the simulation, design, validation, manufacture, installation, optimization and secure operation of electronics systems in the communications, networking and electronics industries.

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

In 2022, 2021 and 2020 we assessed impairment by performing a qualitative test and concluded that no material impairment of indefinite-lived intangible assets was required.

Derivative instruments.

maturities based on a rolling period of up to twelve months.

We adopted Accounting Standards Codification (“ASC”) Topic 842, Leases (“ASC 842”), on November 1, 2019 using the modified retrospective transition approach provided by Accounting Standards Update ("ASU") 2018-11, Leases: Targeted Improvements, with the cumulative effect of initially applying the standard recognized at the date of adoption.

average exchange rates in effect during each period.

See Note 12, "Retirement Plans and Post-Retirement Benefit Plans."

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

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

Early adoption is permitted.

The adoption of this guidance did not have a material impact on our consolidated financial statements.

2021 Acquisitions

*Acquisition of Sanjole*

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

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

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

Goodwill for the acquisitions was assigned to the Communications Solutions Group.

| | | | | | |

| Balance at October 31, 2021 | | | $ | 665 | |

The metrics for

The expense for 2022, 2021 and 2020 includes mark-to-market adjustments for financial metrics-based performance awards of $7 million, $5 million and $2 million, respectively.

At October 31, 2022 and 2021, there was no share-based compensation expense capitalized within inventory.

| Non-vested at October 31, 2021 | | | 2,181 | | | | | | $ | 93 | |

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

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

| Forfeited | | | (57) | | | | | | 129 | | |

(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 assets in 2022 as compared to 2021 primarily relates to a decrease in intangible assets in Singapore due to amortization, a decrease in U.K. net operating loss assets due to currency fluctuations, and a decrease in net pension liabilities in Germany due to remeasurement.

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.

The decrease in valuation allowance is primarily due to currency fluctuations on U.K. net operating loss assets that are subject to valuation allowance.

We will maintain a valuation allowance until sufficient positive evidence exists to support a reversal.

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: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] the company's disclosure controls and procedures, as defined by Rule 13a-15(e) under the Exchange Act, were effective and designed to ensure that (i) information required to be disclosed in the company's reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and (ii) information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

Based on the results of this evaluation, our management concluded that our internal control over financial reporting was effective as of October 31, [removed: 2021.][added: 2023.]

The effectiveness of our internal control over financial reporting as of October 31, [removed: 2022] [added: 2023] 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: 2022] [added: 2023] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Rule 10b5-1 Trading plans

During the three months ended October 31, 2023, the following directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(c) of Regulation S-K:

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

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

| | | | | | | | | | | | | | | | | | | Plans | | | | | | | | | | | | | | |

| Name & Title | | | | | | Action | | | | | | Date | | | | | | Rule 10b5-1 | | | Non-Rule 10b5-1 | | | | | | Aggregate number of securities to be sold(1) | | | Plan expiration date | | |

| Ronald S. Nersesian | | | | | | Adoption | | | | | | September 27, 2023 | | | | | | ☒ | | | ☐ | | | | | | 107,299 | | | September 25, 2024 | | |

| Chairman of the Board | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

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

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

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

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

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

| | | | | | |

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

| (1) | | | The “Aggregate number of securities to be sold” represents the gross number of shares to be received during the duration of the plan, before excluding any shares withheld by the company to satisfy its income tax withholding in connection with the net settlement of the equity awards. Any underlying performance share awards being calculated at target. | | |

During the three months ended October 31, 2023, there were no terminations of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement.”

None.

The information required under Item 10 regarding our code of ethics applicable to our principal executive officer, our principal financial officer, our [added: corporate] controller and other senior financial officers is contained in our SBC and appears in Item 1 of this report under “Investor Information.” We will post amendments to or waivers from a provision of the SBC with respect to those persons on our website at www.investor.keysight.com.

The following table summarizes information about our equity compensation plans as of October 31, [removed: 2022.][added: 2023.]

| Equity compensation plans approved by security holders (1)(2)(3) | | | [removed: 2,275,429] [added: 2,217,859] | | | | | | $ | [removed: 30] [added: 31] | | | | | [removed: 23,541,746] [added: 22,102,910] | | |

(1) The number of securities remaining available for future issuance in column (c) includes [removed: 18,860,237] [added: 18,382,477] shares of common stock authorized and available for issuance under the Keysight Technologies, Inc. employee stock purchase plan under Section 423(b) of the Internal Revenue Code ("ESPP").

[removed: The number of] 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: $31] [added: $32] million as of October 31, [removed: 2022.][added: 2023.]

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

As of October 31, [removed: 2022, 4,681,509] [added: 2023, 3,720,433] shares were available for future awards under the 2014 Stock Plan.

| Total | | | 2,217,859 | | | | | | $ | 31 | | | | | 22,102,910 | | |

The number of

It was subsequently amended and restated by our board of directors on September 29, 2014 and again on January 22, 2015.

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

The information about principal accountant fees and services and related pre-approval policies [removed: appears] required under Item 14 will appear under "Fees Paid to PricewaterhouseCoopers LLP" and "Audit and Finance Committee Preapproval Policy" in the Proxy Statement.

| Tax valuation allowance | | | | | | $ | [removed: 240] [added: 224] | | | | | $ | [removed: 3] [added: 4] | | | | | $ | [removed: (5)] [added: (10)] | | | | | $ | [removed: 238] [added: 218] | |

| 4.5 | | | | | | [Description of Keysight Technologies, Inc. Registered Securities](https://www.sec.gov/Archives/edgar/data/1601046/000160104622000161/keys-10312022xexx45.htm) | | | | | | [added: 10-K] | | | | | | [added: 12/15/2022] | | | | | | [added: 4.5] | | | | | | [removed: X] | | |

| 21.1 | | | | | | [Subsidiaries of Keysight Technologies, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1601046/000160104622000161/keys-10312022xexx211.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1601046/000160104623000134/keys-10312023xexx211.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 23.1 | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/1601046/000160104622000161/keys-10312022xexx231.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/1601046/000160104623000134/keys-10312023xexx231.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 24.1 | | | | | | [Powers of Attorney. Contained in the signature page of this Annual Report on Form [removed: 10-K.](#ib81b59718a7e482fbd58b467ee1d1900_238)] [added: 10-K.](#i49d68add10254246b7f4a07a2ad1671f_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/1601046/000160104622000161/keys-10312022xexx311.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1601046/000160104623000134/keys-10312023xexx311.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/1601046/000160104622000161/keys-10312022xexx312.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1601046/000160104623000134/keys-10312023xexx312.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/1601046/000160104622000161/keys-10312022xexx321.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1601046/000160104623000134/keys-10312023xexx321.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/1601046/000160104622000161/keys-10312022xexx322.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1601046/000160104623000134/keys-10312023xexx322.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 10.27 | | | | | | [First amendment to Amended and Restated Credit Agreement, dated July 30, 2021, between Keysight Technologies, Inc. and the Lenders Party Thereto*](https://www.sec.gov/Archives/edgar/data/1601046/000160104623000015/keys-01312023xexx101.htm) | | | | | | 10-Q | | | | | | 3/3/2023 | | | | | | 10.1 | | | | | | | | |

| 10.28 | | | | | | [Keysight Technologies, Inc. Compensation Recovery Policy](https://www.sec.gov/Archives/edgar/data/1601046/000160104623000134/keys-10312023xexx1028.htm) | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 2020 | | | | | | | | | | | | | | | | | | | | | | | | | | |

Date: December 15, [removed: 2022][added: 2023]

| /s/ RONALD S. NERSESIAN | | | | | | Chairman of the Board | | | | | | December 15, [removed: 2022] [added: 2023] | | |

| /s/ SATISH C. DHANASEKARAN | | | | | | President and Chief Executive Officer | | | | | | December 15, [removed: 2022] [added: 2023] | | |

| /s/ NEIL P. DOUGHERTY | | | | | | Executive Vice President and Chief Financial Officer | | | | | | December 15, [removed: 2022] [added: 2023] | | |

| /s/ [removed: JOHN C. SKINNER] [added: LISA M. POOLE] | | | | | | Vice President and Corporate Controller | | | | | | December 15, [removed: 2022] [added: 2023] | | |

| [removed: John C. Skinner] [added: Lisa M. Poole] | | | | | | (Principal Accounting Officer) | | | | | | | | |

| /s/ JAMES G. CULLEN | | | | | | Director | | | | | | December 15, [removed: 2022] [added: 2023] | | |

| /s/ CHARLES J. DOCKENDORFF | | | | | | Director | | | | | | December 15, [removed: 2022] [added: 2023] | | |

| /s/ RICHARD P. HAMADA | | | | | | Director | | | | | | December 15, [removed: 2022] [added: 2023] | | |

| /s/ MICHELLE J. HOLTHAUS | | | | | | Director | | | | | | December 15, [removed: 2022] [added: 2023] | | |

| /s/ PAUL A. LACOUTURE | | | | | | Director | | | | | | December 15, [removed: 2022] [added: 2023] | | |

| /s/ JEAN M. NYE | | | | | | Director | | | | | | December 15, [removed: 2022] [added: 2023] | | |

| /s/ JOANNE B. OLSEN | | | | | | Director | | | | | | December 15, [removed: 2022] [added: 2023] | | |

| /s/ ROBERT A. RANGO | | | | | | Director | | | | | | December 15, [removed: 2022] [added: 2023] | | |

| /s/ KEVIN A. STEPHENS | | | | | | Director | | | | | | December 15, [removed: 2022] [added: 2023] | | |