Keysight Technologies (KEYS) 10-K risk factor changes: FY2024 vs FY2023

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

- reduced demand for our solutions and services and [removed: reduced or] [added: reduced,] delayed [added: or canceled] orders;

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

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

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

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

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

Nationalistic economic policies and political trends such as opposition to globalization and free trade, sanctions or trade restrictions, including those on advanced computing and semiconductor manufacturing, withdrawal from or re-negotiation of global trade agreements, tax policies that favor domestic industries and interests, [removed: the distancing or potential exit of countries from the European Union,] and other similar actions may result in [added: conflicting local or regional requirements,] increased transaction costs, reduced ability to hire employees, reduced access to supplies and materials, reduced demand or access to customers, and inability to conduct our operations as they have been conducted historically.

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

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

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

We generally sell our solutions in industries that are characterized by increased competition through frequent new solution and service introductions, rapid technological changes and [added: innovations and] changing industry standards.

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

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

We [removed: are investing] [added: invest] in R&D, [removed: developing] [added: grow and deepen] relationships with customers and suppliers, and [removed: re-directing] [added: direct] our corporate and operational resources to [removed: grow within these] [added: develop] innovative technologies.

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

Failure to adjust our purchases due to changing market conditions or failure to estimate our [removed: customers' demand] [added: customers’ demand] could adversely affect our income.

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

[removed: In addition, we] [added: We] outsource significant portions of our information technology [removed: ("IT")] [added: (“IT”)] and other administrative functions.

[removed: In addition to the risks outlined above, problems] [added: Problems] with manufacturing or IT outsourcing could result in lower revenues and unrealized efficiencies and could impact our results of operations and stock price.

Much of our outsourcing takes place in developing countries and, as a result, may be subject to [added: heightened] geopolitical uncertainty.

This inability could materially and adversely limit our ability to improve our income, [removed: margin] [added: margins] and operating results.

[removed: We believe that industry] [added: Industry] consolidation may result in stronger competitors and could lead to more variability in our operating results and could have a material adverse effect on our business, operating results, and financial condition.

[removed: In addition, if,] [added: If,] as a result of increased leverage, customer pressures require us to reduce our pricing such that our gross margins are diminished, we could decide not to sell our solutions under such less favorable terms, which would decrease our revenue.

As a result of such transactions, our financial results may differ from our own or the investment [removed: community's] [added: community’s] expectations in a given fiscal quarter, or over the [removed: long term.][added: long-term.]

[removed: In addition, acquisitions] [added: Acquisitions] and strategic alliances may require us to integrate a different company culture, management team, employees and business infrastructure into our existing operations without impacting the business operations of the newly acquired company.

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

Our current revolving credit facility [removed: and term loan] imposes restrictions on us, including restrictions on our ability to create liens on our assets and the ability of our subsidiaries to incur indebtedness, and requires us to maintain compliance with specified financial ratios.

[added: 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.

The outcomes of these tax examinations could have an adverse [removed: effect on our operating results and financial condition.]

With the existence of economic and political policies that favor domestic interests, it is possible that more countries will enact tax laws that either increase the tax rates, or reduce or change the tax incentives available to multinational [removed: companies like ours.][added: companies.]

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

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

The [removed: Singapore tax incentive expires July 31, 2024, and the] Malaysia [added: tax] incentive expires October [removed: 31,2025.][added: 31, 2025.]

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

[added: As a result, our effective] tax rate could be higher than it would have been had we renewed the tax [removed: incentives] [added: incentive] and could harm our operating results after tax.

Volatile changes in weather conditions, including extreme heat or cold, could increase the risk of wildfires, floods, blizzards, hurricanes and other weather-related [removed: disasters.][added: disasters, which can cause power outages and network disruptions that may impact operations and our ability to manufacture and ship products, which may negatively impact revenue.]

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

[removed: Several] [added: In addition, several] of our facilities could be subject to a catastrophic loss caused by earthquake or other natural disasters due to their locations.

[removed: In addition, since] [added: Since] we have consolidated our manufacturing facilities, we are more likely to experience an interruption to our operations in [removed: the event of a catastrophe in any one location.]

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

Our customers’ markets may also be affected by changes in the legal regulatory regime.

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we operate.

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Appropriate targets for acquisition are difficult to identify and complete for a variety of reasons, including, but not limited to, limited due

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effect on our operating results and financial condition.

On June 14, 2019, the U.S. Department of the Treasury (“Treasury”) issued final regulations relating to Global Intangible Low Taxed Income (“GILTI”) under IRC § 951A (the “tax regulations”).

The tax regulations contained language which disallowed GILTI tax deductions for intangible asset amortization resulting from the Singapore restructuring completed in 2018.

During the third quarter of fiscal year 2024, the company concluded, in response to recent U.S. Supreme Court decisions on a number of relevant cases, the evolving global tax landscape and other changes in circumstances, that Treasury exceeded regulatory authority and the intangible asset amortization should be deductible.

The company amended its U.S. federal income tax returns for the open tax years to claim the deduction and recognized the discrete benefit in the consolidated financial statements.

The GILTI tax benefit for the fiscal year 2024 amortization is included in the annual effective tax rate, and the Singapore intangible assets will continue to be amortized for GILTI tax purposes until 2033.

The company believes the position meets the more likely than not recognition threshold.

The company intends to vigorously defend its position.

The outcome cannot be predicted with certainty.

If we are ultimately unsuccessful in defending our position, we may be required to reverse the benefit previously recorded, which may impact our financial statements and our profitability in the quarter in which such a reversal is required.

The former Singapore tax incentive expired July 31, 2024.

We entered into a new Singapore tax incentive agreement effective August 1, 2024.

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the event of a catastrophe in any one location.

Even where insured, there is a risk that an insurer may deny or limit coverage or may become financially incapable of covering claims.

On December 5, 2023, the ITC issued its Notice of Determination that Keysight did not unfairly import products in violation of Section 337 and the investigation was terminated.

Centripetal has appealed this determination.

On August 21, 2024, Keysight was served in Germany with a complaint filed in the Unified Patent Court alleging that certain Keysight products sold in Germany, France, Italy and the Netherlands infringe a European Centripetal patent.

In certain of our businesses, we rely on third-party

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In an effort to improve information security, governments may enact rules, regulations, standards and attestation requirements.

These requirements may be unclear, onerous, and compliance may be burdensome and costly.

Additionally, the requirements may vary from jurisdiction to jurisdiction and may include differing or conflicting requirements.

Compliance with the requirements could impact both the order availability of existing products as well as the introduction timing of new products, which could cause customers to stop purchasing our solutions and could impact our revenue and profits.

The failure to comply with such requirements, once enacted, may result in lost orders, reduced revenue, fines, penalties and damage to our reputation.

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party will exploit our critical assets, such as intellectual property, proprietary business information and data related to our customers, suppliers and business partners.

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countries, and could also materially affect our brand, ability to attract and retain employees, international operations, business and operating results.

On December 5, 2023, the ITC issued its Notice of Determination that Keysight did not unfairly import products in violation of Section 337 and the investigation was terminated.

- negative impact of economic and political measures taken by a country to contain the spread of global pandemic conditions;

Any decline in our customers' markets would likely result in a reduction in demand for our solutions and services.

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

If we breach

As a result, our effective

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

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.

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.

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 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.

These factors could materially and negatively impact our business results, operations, revenue, growth and overall financial condition.

Volatile changes in weather conditions and effects of climate change could damage or destroy strategic facilities, including our headquarters, which could have a significant negative impact on our operations.

We and our customers and suppliers are vulnerable to the increasing impact of climate change.

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 products, which may negatively impact revenue.

Disasters created by extreme conditions could cause significant damage to or destruction of our facilities resulting in temporary or long-term closures of our facilities and operations and significant expense for repair or replacement of damaged or destroyed facilities.

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 strategic locations, housing shortages and loss of or inability to recruit key 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.

The

We have applied for trademarks related to our global brand name in various jurisdictions worldwide.

Any successful opposition to our applications in material jurisdictions could impose material costs on us or make it more difficult to protect our brand.

In some circumstances, we may choose to not pursue enforcement due to a variety of reasons.

In addition, competitors may avoid infringement by designing around our intellectual property rights or by developing non-infringing competing technologies.

Intellectual property rights and our ability

However, global labor shortages, inflationary pressure on wages, and increased global attrition have intensified competition for talent in most fields across the geographic areas in which we operate, and it may become more difficult to retain key employees.

regulations.

The Sarbanes-Oxley Act of 2002 requires us to furnish a report by management on the effectiveness of our internal control over financial reporting, among other things.

We cannot guarantee that we will pay a dividend in the future or continue to pay any dividends if we commence paying dividends.

- the requirement that the affirmative vote of shareholders holding at least 80 percent of our voting stock is required to amend certain provisions in our amended and restated certificate of incorporation (relating to the number, term and removal of our directors, the filling of our board vacancies, the advance notice to be given for nominations for elections of directors, the calling of special meetings of shareholders, shareholder action by written consent, the ability of the board of directors to amend the bylaws, elimination of liability of directors to the extent permitted by Delaware law, exclusive forum for certain types of actions and proceedings that may be initiated by our shareholders and amendments of the certificate of incorporation) and certain provisions in our amended and restated bylaws (relating to the calling of special meetings of shareholders, the business that may be conducted or considered at annual or special meetings, the advance notice of shareholder business and nominations, shareholder action by written consent, the number, tenure, qualifications and removal of our directors, the filling of our board vacancies, director and officer indemnification and amendments of the bylaws).

This report contains forward-looking statements 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, [added: remediation activities,] new solution and service introductions, the ability of our solutions to meet market needs, changes to our manufacturing processes, the use of contract manufacturers, the impact of government regulations on our ability to conduct operations, our liquidity position, our ability to generate cash from operations, growth in our businesses, our investments, the potential impact of adopting new accounting pronouncements, our financial results, our purchase commitments, our contributions to our pension plans, the selection of discount rates and recognition of any gains or losses for our benefit plans, our cost-control activities, savings and headcount reduction recognized from our restructuring programs and other cost saving initiatives, and other regulatory approvals, the integration of our completed acquisitions and other transactions, and our transition to lower-cost regions.

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, [added: uncertainty related to the impact of national elections results in the U.S. and UK,] impacts of geopolitical tension and [removed: conflict,] [added: conflict in regions outside of] the [added: U.S., the] impacts of increased trade tension and tightening of export control regulations, the impact of [removed: 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 [removed: endemic and pandemic conditions, impacts related to] net zero emissions commitments, [added: and] the impact of volatile weather caused by environmental conditions such as climate [removed: change, and our ability to successfully integrate key acquisitions.][added: change.]

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 I Item 1A and elsewhere in this Annual Report on Form 10-K.

Our mission, [removed: "*accelerating] [added: “accelerating] innovation to connect and secure the [removed: world,"*] [added: 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 [removed: faster.][added: on ever-shorter schedules.]

Our global operations [removed: continue] [added: continued] to be affected by [removed: many external headwinds,] [added: a challenging macro environment,] including [removed: inflationary pressures, rising] [added: higher] interest rates, currency movements, [removed: increased] [added: inflationary pressures,] geopolitical [removed: tensions,] [added: tensions] and trade restrictions.

[removed: We believe that Keysight’s technology leadership,] [added: Consistent with the Keysight Leadership Model, our] differentiated first-to-market solutions portfolio, [added: technology leadership, customer relationships, and] durable and resilient business model [removed: driven by] [added: give us confidence in] the [removed: strength] [added: long-term trajectory] of the [removed: Keysight Leadership Model, continued customer engagement in new technology innovation spanning diverse applications across global markets,] [added: business] and our [removed: culture position us well] [added: ability] to [removed: weather these macro and industry dynamics] [added: outperform in a variety of market conditions] and deliver consistent long-term value to our customers.

For discussion of risks related to potential impacts of macroeconomic headwinds and geopolitical challenges on our operations, business results and financial condition, see [removed: “Item 1A.][added: Part I Item 1A “Risk Factors.”]

*Years ended October 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021*][added: 2022*]

Foreign currency movements had an unfavorable impact of 1 percentage point on [added: the] order change for 2023 compared to 2022.

Orders declined across all regions, including [added: a] double-digit decline in Asia Pacific.

Foreign currency movements had an unfavorable impact of [removed: 3] [added: 2] percentage points on [removed: order] [added: the revenue] growth for [removed: 2022] [added: 2023] compared to [removed: 2021.][added: 2022.]

Foreign currency movements had an unfavorable impact of 2 percentage points on [added: year-over-year] revenue [removed: growth for 2023 compared to 2022.][added: change.]

A revenue increase in [removed: the Electronic Industrial Solutions Group] [added: EISG] was partially offset by a decline in [removed: the Communications Solutions Group.][added: CSG.]

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

Revenue [removed: of $5,420 million] for [removed: 2022] [added: EISG in 2023] increased 10 percent compared to [removed: 2021.][added: 2022.]

Foreign currency movements had an [removed: unfavorable] [added: immaterial] impact [removed: of 2 percentage points] on [added: the] revenue [removed: growth] [added: change] for [removed: 2022] [added: 2024] compared to [removed: 2021.][added: 2023.]

Revenue [removed: for] [added: declined in] both the Communications Solutions Group [added: (“CSG”)] and the Electronic Industrial Solutions Group [removed: grew compared to 2021.][added: (“EISG”).]

Revenue from [removed: the Communications Solutions Group] [added: CSG] and [removed: the Electronic Industrial Solutions Group] [added: EISG] represented approximately [removed: 70] [added: 69] percent and [removed: 30] [added: 31] percent, respectively, of total revenue for [removed: 2022.][added: 2024.]

Net income was [added: $614 million,] $1,057 [removed: million in 2023 compared to net income of $1,124 million] [added: million,] and [removed: $894] [added: $1,124] million in [removed: 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] respectively.

[removed: The decrease in net] [added: Net] income [added: of $1,057 million] for 2023 [added: decreased 6 percent] compared to [removed: 2022 was] [added: 2022,] 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.

[removed: The increase] [added: Gross margin decreased 2 percentage points] in [removed: net income for 2022] [added: 2024] compared to [removed: 2021 was] [added: 2023,] primarily driven by [removed: higher] [added: lower] revenue volume, [removed: lower] [added: higher] amortization of acquisition-related [removed: balances,] [added: balances] and [removed: lower variable people-related] [added: higher restructuring] costs, partially offset by [removed: higher] [added: lower] material [removed: costs and higher selling, general and administrative, R&D,] [added: costs, favorable gross margin impact from the ESI Group acquisition] and [removed: income tax expenses.][added: lower variable people-related costs.]

[removed: In 2023, 2022 and 2021, we] [added: Cash flows] generated [added: from] operating [removed: cash flows of] [added: activities were $1,052 million,] $1,408 million, [added: and] $1,144 million [added: in 2024, 2023] and [removed: $1,322 million,] [added: 2022,] respectively.

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

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

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

Our revenues, costs and expenses, and monetary assets and liabilities are exposed to changes in foreign currency exchange rates as a result of our global [removed: operating] [added: operating, investing] and financing activities.

The result of hedging has been included in our consolidated [added: balance sheet and consolidated] statement of operations.

Results from Operations - Years ended October 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

| | | | Year Ended October 31, | | | | | | | | | | | | | | | | | | [removed: 2023] [added: 2024] over [removed: 2022] [added: 2023] % Change | | | | | | [removed: 2022] [added: 2023] over [removed: 2021] [added: 2022] % Change | | |

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | | | | | | | | | |

| [removed: in millions, except margin data] | | | [added: (in millions, except margin data)] | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Revenue | | | $ | [removed: 5,464] [added: 4,979] | | | | | $ | [removed: 5,420] [added: 5,464] | | | | | $ | [removed: 4,941] [added: 5,420] | | | | | [removed: 1%] [added: (9)%] | | | | | | [removed: 10%] [added: 1%] | | |

| Products | | | $ | [removed: 4,336] [added: 3,717] | | | | | $ | [removed: 4,386] [added: 4,336] | | | | | $ | [removed: 3,993] [added: 4,386] | | | | | [removed: (1)%] [added: (14)%] | | | | | | [removed: 10%] [added: (1)%] | | |

| *Percentage of revenue* | | | [removed: 79] [added: 75] | | % | | | | [removed: 81] [added: 79] | | % | | | | 81 | | % | | | | [removed: (2)] [added: (5)] ppts | | | | | | [removed: —] [added: (2) ppts] | | |

| Services and other | | | $ | [removed: 1,128] [added: 1,262] | | | | | $ | [removed: 1,034] [added: 1,128] | | | | | $ | [removed: 948] [added: 1,034] | | | | | [removed: 9%] [added: 12%] | | | | | | 9% | | |

| *Percentage of revenue* | | | [removed: 21] [added: 25] | | % | | | | [removed: 19] [added: 21] | | % | | | | 19 | | % | | | | [removed: 2] [added: 5] ppts | | | | | | [removed: —] [added: 2 ppts] | | |

| [removed: Gross margin] [added: *Gross margin*] | | | [removed: 64.6] [added: 62.9] | | % | | | | [removed: 63.7] [added: 64.6] | | % | | | | [removed: 62.1] [added: 63.7] | | % | | | | [removed: 1 ppt] [added: (2) ppts] | | | | | | [removed: 2 ppts] [added: 1 ppt] | | |

| Products | | | [removed: 64.2] [added: 60.9] | | % | | | | [removed: 63.3] [added: 64.2] | | % | | | | [removed: 62.2] [added: 63.3] | | % | | | | [removed: 1 ppt] [added: (3) ppts] | | | | | | 1 ppt | | |

| Services and other | | | [removed: 66.3] [added: 68.8] | | % | | | | [removed: 64.9] [added: 66.3] | | % | | | | [removed: 61.9] [added: 64.9] | | % | | | | [removed: 1 ppt] [added: 2 ppts] | | | | | | [removed: 3 ppts] [added: 1 ppt] | | |

*Acquisition of ESI Group SA*

In the first quarter of fiscal 2024, we acquired all of the outstanding common stock of ESI Group SA (“ESI Group”) for $935 million, net of cash acquired, using existing cash.

For the year ended October 31, 2024, our acquisition of ESI Group resulted in incremental revenue of $141 million.

In our discussion of changes in our results of operations, we have qualitatively disclosed the impact of the ESI Group acquisition.

See Note 2, “Acquisitions,” for additional information.

*Macroeconomic environment*

These factors resulted in lower demand, as our customers also exercised caution in light of the same environment.

Against this backdrop, we remained operationally disciplined by exercising our financial playbook and the structural flexibility in our operating model, while investing to expand our differentiated solutions portfolio and deepening our customer relationships.

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Orders were $5,033 million, $5,190 million, and $5,984 million in 2024, 2023 and 2022, respectively.

Orders of $5,033 million for 2024 decreased 3 percent compared to 2023.

Acquisitions had a favorable impact of 4 percentage points on the order change for 2024 compared to 2023.

Foreign currency movements had an immaterial impact on the order change for 2024 compared to 2023.

Orders declined in the Americas and Asia Pacific, while Europe was flat.

Revenue was $4,979 million, $5,464 million, and $5,420 million in 2024, 2023 and 2022, respectively.

Revenue of $4,979 million for 2024 decreased 9 percent compared to 2023.

Acquisitions had a favorable impact of 3 percentage points on the revenue change for 2024 compared to 2023.

Net income of $614 million for 2024 decreased 42 percent compared to 2023, primarily driven by lower revenue, higher acquisition and integration costs, restructuring costs and amortization of acquisition-related balances, partially offset by lower provision for income taxes, favorable gross margin impact from the ESI Group acquisition and lower people-related costs.

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We continued to prudently prioritize investments in key growth opportunities in our end markets and leading-edge technologies.

Selling, general and administrative expenses increased 7 percent in 2024 compared to 2023, primarily driven by higher acquisition and integration costs, incremental costs from acquired businesses, higher amortization of acquisition-related balances, partially offset by lower people-related, marketing, and infrastructure costs resulting from the flexibility of our operating model and cost efficiency measures.

Operating margin decreased 8 percentage points in 2024 compared to 2023, primarily driven by higher selling, general and administrative and R&D expenses on lower revenue coupled with gross margin declines.

The decline in interest income in fiscal 2024 compared to 2023 was primarily driven by decline in year-over-year cash balances.

Interest expense for 2024, included amortization of debt issuance costs of $4 million related to the bridge credit agreement.

See Note 9, “Derivatives,” and Note 11,”Debt,” for additional information.

The increase in net other income for 2024 compared to 2023 was primarily driven by gains on derivative instruments and higher net gains on our equity investments, partially offset by an increase in pension costs due to higher interest cost on benefit obligations.

The increase was primarily driven by acquisitions, partially offset by reductions from our cost efficiency measures.

| | | | (in millions, except percentages) | | | | | | | | | | | | | | |

The tax rate in 2024 was higher than the U.S. statutory rate primarily due to a one-time income tax charge of $315 million required to adjust Singapore deferred tax asset values to an incentive tax rate.

Keysight entered into a new Singapore tax incentive agreement effective August 1, 2024.

The Singapore tax incentive provides lower rates of taxation on certain classes of income and requires thresholds of investments and employment.

The 2024 income tax charge was partially offset by a one-time income tax benefit of $165 million related to Global Intangible Low Taxed Income (“GILTI”) tax deductions for intangible asset amortization.

Keysight concluded that the U.S. Department of the Treasury exceeded its regulatory authority in issuing tax regulations disallowing these deductions under IRC § 951A.

The company amended its U.S. federal income tax returns for the open tax years to claim GILTI tax deductions.

The

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tax receivable resulting from the amended returns is reflected in “other assets” and “other current assets” in the consolidated balance sheet.

The annual tax impact of the amortization of the intangible assets will continue to be recognized until 2033.

The company believes the position meets the more likely than not recognition threshold and intends to vigorously defend its position.

*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.

Risk Factors.”

Total orders for 2022 were $5,984 million, an increase of 12 percent compared to 2021.

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

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

A provision enacted in the Tax Cuts and Jobs Act of 2017 (the "TCJA") became effective for Keysight on November 1, 2022, requiring that research and experimental expenditures be capitalized for U.S. tax purposes.

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.

There was an increase in the effective tax rate from 2021 to 2022 of 2 percent, primarily due to a 3 percent decrease in the 2021 effective tax rate from nonrecurring tax benefits, partially offset by a 3 percent decrease in 2022 effective tax rate from changes in tax reserves.

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 2021 significant nonrecurring tax benefits include the release of valuation allowance on Netherlands net operating losses in 2021 and a decrease due to the 2021 actual tax impact of acquired entity integration compared to the estimate at acquisition based on the finalization of the integration plan.

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

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

The impact of the tax incentives decreased income taxes by $95 million, $81 million, and $70 million in 2023, 2022, and 2021, respectively.

The increase in tax benefit from 2022 to 2023 was primarily due to a change in the jurisdictional mix of non-U.S. earnings, which increased the earnings taxed at incentive tax rates in 2023.

For certain non-U.S. entities, the tax years remain open, at most, back to the year 2008.

The company is being audited in Malaysia for fiscal year 2008.

This tax year predates our separation from Agilent.

However, pursuant to the agreement between Agilent and Keysight pertaining to tax matters, as finalized at the time of separation, for certain entities, including Malaysia, any historical tax liability is the responsibility of Keysight.

The company believes there are strong technical defenses to the current assessment; the statute of limitations for the fiscal year 2008 in Malaysia was closed, and the income in question is exempt from tax in Malaysia.

The company is disputing this assessment and pursuing all available recourses to resolve this issue favorably for the company.

Our appeals to both the Special Commissioners of Income Tax and the High Court in Malaysia have been unsuccessful.

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.

On August 16, 2022, the U.S. government enacted the Inflation Reduction Act of 2022, which included changes to the U.S. corporate income tax system, including a fifteen percent minimum tax based on "adjusted financial statement income," which is effective for Keysight beginning November 1, 2023.

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.

The Communications Solutions Group revenue declined due to cautious customer spending across the communications ecosystem as those customers work through post-pandemic inventory dynamics and macroeconomic uncertainty.

At the same time, our R&D engagements with customers remained strong and we continue to see investments in defense modernization and space and satellite communications, AI-ML and data center expansions, research in 5G and 6G, advanced quantum research, and new capabilities and devices as well as open radio access networks and release 17 features.

Communications Solutions Group revenue for 2022 increased 8 percent compared to 2021.

We saw demand for our wireline solutions, driven by AI-ML and data center expansion, and continue to see steady R&D investments in new capabilities and devices for 5G as well as Open RAN and release 17 features.

Revenue grew across all regions, driven by strong market demand across the communications ecosystem.

In [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] approximately [removed: 75] [added: 71] percent, [removed: 77] [added: 75] percent, and 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: 2023.][added: 2024.]

As of October 31, [removed: 2023,] [added: 2024] and [removed: 2022,] [added: 2023,] the analysis indicated that these hypothetical market movements would not have a material effect on our consolidated financial position, results of operations, or cash flows.

As of October 31, [removed: 2023,] [added: 2024,] a hypothetical 10 percent increase in interest rates would have decreased the fair value of the company’s fixed-rate debt by approximately [removed: $30] [added: $41] million.

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Our mission, [removed: "*accelerating] [added: “accelerating] innovation to connect and secure the [removed: world,"*] [added: 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 [removed: faster.][added: on ever-shorter schedules.]

We generated [removed: $5.5] [added: $5.0] billion, [removed: $5.4] [added: $5.5] billion and [removed: $4.9] [added: $5.4] billion of revenue in [removed: 2023, 2022,] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] respectively.

Revenue, income from operations and assets by business segment as of and for the fiscal years ended October 31, [removed: 2023, 2022,] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] are provided in Note 16, [removed: "Segment Information,"] [added: “Segment Information,”] to our consolidated financial statements.

][added: image.jpg](https://www.sec.gov/Archives/edgar/data/1601046/000160104624000159/keys-20241031_g1.jpg)]

Keysight conducts business [added: globally] with [removed: global customers,] [added: over 40,000 end customers each year,] including many Fortune 1000 companies that are developing new electronic technologies, networks, systems, devices, and components.

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

Keysight [removed: primarily] employs a comprehensive global direct sales channel with experienced management and highly technical sales and application engineers, including a strong local presence in emerging markets.

These [removed: teams] [added: sales personnel] 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 central R&D team, Keysight Labs, focuses on developing breakthrough hardware and software technologies that are deployed in application-specific contexts by our [removed: business-specific] [added: business] engineering teams.

With a [removed: software-centric][added: software- and]

[removed: solutions and customer-centered] [added: customer-centric] 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.

We use a centralized order fulfillment organization that supplies solutions to customers worldwide, allowing us to leverage the scale of our business to provide high-quality products while maintaining competitive [removed: gross] margins.

Keysight's culture has at its foundation the operating principles and values embodied in the [removed: Keysight Leadership Model,] [added: KLM,] with innovation as a key source of our strength.

Our employees [removed: across] [added: around] the world embrace these principles and deliver industry-leading capabilities across a range of fields that are not only technical in nature but encompass a wide range of contributions to our business, customers, and shareholders.

To this end, our intent is to invest approximately 16% of our revenue in R&D [removed: annually.][added: annually over the cycle.]

In [removed: 2023,] [added: 2024,] R&D investment totaled [removed: $882] [added: $919] million.

We integrate these hardware technologies with core software [removed: capabilities,] [added: functionality] enabled by our software engineering teams (representing the majority of our R&D staff) and accelerated by leveraging our broad [removed: portfolio and layering relevant services to deliver differentiated solutions that meet the needs of the market.][added: portfolio.]

Building on our industry-leading position, we are investing to capitalize on emerging technologies, expanding our portfolio of solutions and engaging earlier in our customers’ design and innovation life cycles to enhance our value and [removed: ensure we hit] [added: target] technology inflections.

This component of our strategy [removed: builds on] [added: benefits from] the increasing software content in our solutions and [added: emphasizes] delivering [added: continuous] value to [added: our] customers throughout the solution lifecycle.

Leveraging the strength of our differentiated portfolio and flexible operating model, together with our strong balance sheet and cash generation, we maintain our disciplined approach to capital allocation, balancing investment for organic growth, mergers and [removed: acquisitions ("M&A"),] [added: acquisitions,] and return of capital.

Application-specific solutions employ a software-centric approach that directly leverages the breadth of our portfolio by combining relevant hardware, software, and services into solutions that address high-value applications and [removed: specific industry] [added: industry-specific] requirements.

This approach allows Keysight to deliver differentiated value to our customers, built from a foundation of industry-leading products and services that can be [removed: customized] [added: configured] to meet their needs.

- Spectrum and Signal Analyzers – a line of products providing detailed analysis of complex communications and radar signals across a wide range of frequencies, including radio [removed: frequency ("RF"), microwave ("uW"),] [added: frequency, microwave,] and optical.

- Network Analyzers – an array of products providing detailed characterization of the behavior of electronic components and [removed: systems] [added: subsystems] when stimulated by a range of input signals.

- Digital Multimeters – a range of products [added: in a variety of form factors] delivering accurate and reliable measurement of basic electrical [removed: parameters in a variety of form factors.][added: parameters.]

[removed: Software] [added: Keysight’s software] products are characterized in the following three categories:

This approach typically builds on the basic software used to operate our instruments by adding software applications [removed: that are pre-installed] to deliver measurements tailored to a specific application.

For example, customers may purchase a signal analyzer equipped with a software application to analyze specific signals such as [added: those used in] satellite [removed: communications signals.][added: communications.]

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

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

Keysight Global Services [removed: provide] [added: provides] support services to enable our customers’ success with their Keysight products and solutions.

We have two reportable operating segments, the Communications Solutions Group [added: (“CSG”)] and the Electronic Industrial Solutions [removed: Group.][added: Group (‘EISG”).]

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

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

These solutions are used in the simulation, design, validation, manufacturing, installation, and optimization of communication systems in wireless, wireline, enterprise, and aerospace, [removed: defense] [added: defense,] and government end markets.

In addition, the group provides automated software test solutions [removed: that include AI-ML] to automatically identify, build, and execute tests critical to digital business success and a strong customer experience.

[added: Keysight’s broad portfolio of products and solutions serve their many specific] applications, accelerating the development, validation, [removed: and] quality manufacturing and deployment of their products and services, as well as aiding in their secure and efficient operation, service, and repair.

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

The market for Keysight’s aerospace, [removed: defense] [added: defense,] and government solutions consists of applications addressing secure and highly reliable communications, space and satellite equipment development and operations, and government research across a wide spectrum of electronics technologies used in aerospace and defense.

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Keysight continues to be recognized as an employer of choice.

We then add relevant services to deliver differentiated solutions that meet the needs of the market.

In 2024, we acquired ESI Group SA (“ESI Group”), broadening our software offerings with the addition of computer-aided engineering solutions.

In addition, we enhanced our security offerings with the acquisition of Riscure Holding B.V., providing testing solutions and software for semiconductor, embedded systems, and Internet of Things (“IoT”) devices, and extended our range of radio frequency (“RF”) and microwave (“uW”) instruments with the acquisition of AnaPico AG.

In fiscal 2024, we announced our intention to acquire Spirent Communications PLC to complement our position in communications test, and entered into a definitive agreement with Synopsys, Inc. (“Synopsys”) to acquire Synopsys’ Optical Solutions Group to further broaden our design engineering software portfolio.

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Software represents a crucial component of our strategy to deliver differentiated, first-to-market solutions to our customers.

Our open and scalable PathWave software platform accelerates our ability to deliver application-specific measurement solutions that integrate our instruments into connected workflows with automation, data management, and analytics.

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In addition, the group provides automated software test solutions to automatically identify, build, and execute tests critical to digital business success and a strong customer experience.

Our recent acquisition of ESI Group expands our application layer portfolio with simulation capabilities in automotive and general electronics.

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development of their products and services.

Keysight's design and measurement solutions accelerate our customers’ development and productization processes.

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We are committed to maintaining a work environment founded on respect for all.

As of October 31, 2024, we had approximately 15,500 employees worldwide.

Our total headcount includes employees of companies acquired by us during the fiscal year.

All other metrics exclude employees of acquired companies until such time as employees are fully integrated into Keysight’s human resources systems.

Globally, many of our employees possessing valuable skills and historical information are eligible to retire.

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The increase in year-over-year backlog is driven by incremental backlog from acquired entities and other business activity.

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value of the properties.

On April 23, 2024, we made the final payment on the penalty, bringing the total amount paid to $4.1 million.

On May 3, 2024, we submitted a certification letter to the DTCC certifying that Keysight had implemented all aspects of the Consent Agreement and that Keysight’s compliance program is adequate to identify, prevent, detect, correct, and report violations of the ITAR.

On May 22, 2024, the DTCC closed the Consent Agreement based on this certification and their conclusion that Keysight had fulfilled the terms of the Consent Agreement.

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*Jason A.

He served as Vice President, Treasurer and Investor Relations of Keysight from December 2013 to November 2024.

From March 2012 to December 2013, Mr. Kary served as Vice President of Finance and Group Chief Financial Officer, Life Sciences Group for Agilent Technologies, Inc. and from March 2010 to February 2012 as Vice President of Finance, Global Infrastructure and Enterprise Financial Planning and Analysis.

*Sung (Steve) J.

Yoon, 58,* has served as Senior Vice President, Global Sales since November 2024.

Mr. Yoon served as Vice President, Americas Sales Operations from February 2021 to November 2024.

From May 2016 to February 2021, he served as a National Sales Manager in the Americas Sales Organization.

Prior 2016, Mr. Yoon served in various district and regional sales management roles.

Keysight is increasingly recognized as a great place to work.

In 2023, Keysight acquired Cliosoft Inc., adding design and intellectual property data management capabilities to complement our design software portfolio.

In November 2023, we acquired a controlling block of share capital of ESI Group SA, which helps broaden our software capabilities and further our strategy of moving upstream into the earlier stages of our customers’ design cycles.

Keysight’s broad portfolio of products and solutions serve their many specific

to advance the state of the art in semiconductor device capability.

They trust Keysight's design and measurement solutions to accelerate their development and productization processes, while enhancing quality and profitability for their business.

communications, aerospace, defense and government, automotive and energy, semiconductor and general electronics markets.

As of October 31, 2023, we had approximately 14,900 employees worldwide representing more than 80 nationalities working in 30 countries.

*Culture, Values and Standards*

We adhere to the tenets of the United Nations Guiding Principles on Business and Human Rights, and core International Labor Organization conventions, and we are an affiliate member of the Responsible Business Alliance.

We comply with the labor and employment laws of all countries in which we operate, prioritizing fair employment practices, labor compliance, non-

discrimination, and equal employment opportunity.

The KLM is the framework for how we do business, enabling us to execute on our strategies for the benefit of our customers, stockholders and employees, while operating within our values of Speed and Courage, Uncompromising Integrity, High Performance, Social Responsibility and One Keysight.

We are committed to maintaining a work environment founded on respect for all, regardless of race, color, age, sex, sexual orientation, gender identity and expression, ethnicity, religion, disability, veteran status, national origin, or any protected class.

Our Harassment Policy requires that all who work for Keysight be treated with dignity, respect, and courtesy.

Our employees are responsible for upholding the SBC, and SBC training is required annually for all our employees.

Our strategy incorporates global policies and programs for leadership and talent development, diversity, equity and inclusion, compensation, benefits, staffing and workforce planning, human resources systems, education, and organization development.

We understand that Science, Technology, Engineering and Math ("STEM") education is critical to creating a pipeline of future engineers.

We provide global support for STEM education through a variety of company-sponsored and employee-led programs, which introduce school-age students to engineering.

The teams use this information to inform recruiting efforts and to build talent pipelines to support growth.

In partnership with the marketing team, we have built a strong company brand utilizing multiple communication platforms to better enable us to attract top talent.

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

As part of our talent acquisition strategy, we provide training to recruiters and hiring managers to assist them in recruiting and hiring top talent.

We had a global job offer acceptance rate of 86.8 percent in 2023.

Our business leaders are required to periodically evaluate employee contributions to the company and to identify key contributors, as well as those in need of improvement.

At least annually, we provide employees with feedback on their performance over the past fiscal year.

Working with Human Resources, business leaders develop retention strategies and initiatives to keep critical talent focused and engaged and to minimize attrition.

We have identified core competencies for leadership positions along with a learning and development framework that can help leaders refine their skills.

These reviews provide visibility to top talent, potential leadership gaps, and development plans.

Globally, many of our employee population is eligible to retire.

These employees often have valuable skills and historical information and knowledge transfer is critical.

In the United States, we have programs specifically designed for retirement-ready employees.

We have a retirement planning program that provides a severance payment in exchange for extended notice of retirement.

Those who are considered critical talent are given an opportunity to gradually reduce hours leading up to retirement, giving us time to transfer critical information and processes.

Once retired, these former employees are given the opportunity to consult with us on a limited basis to provide on-going mentoring and training.

We benefit from the innovation that results when people with differing experiences, perspectives, and cultures work together.

We have a DEI Director who is responsible for driving strategy and for implementing new and ongoing DEI initiatives.

To increase the pool of diverse candidates for open positions, we participate in diversity-focused career fairs and conferences in the United States, Asia, and Europe.

We identify diversity recruiting business champions who develop business-specific talent acquisition plans, and we have partnerships with universities worldwide that are aligned with our strategic talent needs, including Historically Black Colleges and Universities in the United States.

In the rest of the workforce, we seek to expand hiring of women globally and underrepresented minorities in the United States.

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

The suspended portion of the penalty [removed: has been] [added: was] satisfied by amounts [removed: we have] spent on qualifying compliance [removed: activities to date.][added: activities.]

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 [added: violated Section 337 of the Tariff Act (“Section 337”) and] should be enjoined from importing certain products that are manufactured outside of the U.S. and which are alleged to infringe Centripetal patents.

If adverse results are above management’s expectations or are unforeseen, management may not have accrued for the liability, which could impact our results in [removed: a financial period.][added: future periods.]

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.

On April 23, 2024, we made the final payment on the penalty, bringing the total amount paid to $4.1 million.

On May 3, 2024, we submitted a certification letter to the DTCC certifying that Keysight had implemented all aspects of the Consent Agreement and that Keysight’s compliance program is adequate to identify, prevent, detect, correct, and report violations of the ITAR.

On May 22, 2024, the DTCC closed the Consent Agreement based on this certification and their conclusion that Keysight had fulfilled the terms of the Consent Agreement.

On December 5, 2023, the ITC issued its Notice of Determination that Keysight did not unfairly import products in violation of Section 337 and the investigation was terminated.

Centripetal has appealed this determination.

On August 21, 2024, Keysight was served in Germany with a complaint filed in the Unified Patent Court alleging that certain Keysight products sold in Germany, France, Italy and the Netherlands infringe a European Centripetal patent.

To date, we have paid $3.1 million of the penalty.

For the fiscal year ended October 31, [removed: 2023][added: 2024]

The aggregate market value of common equity held by non-affiliates as of April 30, [removed: 2023] [added: 2024] 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.

As of December 12, [removed: 2023,] [added: 2024,] there were [removed: 175,044,604] [added: 173,172,764] shares of our common stock outstanding.

| Portions of the Proxy Statement for the Annual Meeting of Stockholders (the [removed: "Proxy Statement")] [added: “Proxy Statement”)] to be held on March [removed: 21, 2024] [added: 20, 2025] and to be filed pursuant to Regulation 14A within 120 days after registrant's fiscal year ended October 31, [removed: 2023] [added: 2024] are incorporated by reference into Part III of this Report. | | | | | | III | | |

| [Forward-Looking [removed: Statements](#i49d68add10254246b7f4a07a2ad1671f_10)] [added: Statements](#ibc722b37543e4fb0aaa0440c12452993_10)] | | | | | | [removed: [3](#i49d68add10254246b7f4a07a2ad1671f_10)] [added: [3](#ibc722b37543e4fb0aaa0440c12452993_10)] | | |

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| [PART [removed: III](#i49d68add10254246b7f4a07a2ad1671f_208)] [added: III](#ibc722b37543e4fb0aaa0440c12452993_208)] | | | | | | | | |

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This report contains forward-looking statements which include but are not limited to predictions, future guidance, projections, beliefs, and expectations about the company’s trends, seasonality, cyclicality and growth in, and drivers of, the markets we sell into, our strategic direction, earnings from our foreign subsidiaries, [added: remediation activities,] new solution and service introductions, the ability of our solutions to meet market needs, changes to our manufacturing processes, the use of contract manufacturers, the impact of government regulations on our ability to conduct operations, our liquidity position, our ability to generate cash from operations, growth in our businesses, our investments, the potential impact of adopting new accounting pronouncements, our financial results, our purchase commitments, our contributions to our pension plans, the selection of discount rates and recognition of any gains or losses for our benefit plans, our cost-control activities, savings and headcount reduction recognized from our restructuring programs and other cost saving initiatives, and other regulatory approvals, the integration of our completed acquisitions and other transactions, and our transition to lower-cost regions.

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, [removed: increased] [added: changes in] interest rates, the existence of political or economic instability, [added: uncertainty related to the impact of national elections results in the U.S. and UK,] impacts of geopolitical tension and [removed: conflict,] [added: conflict in regions outside of] the [added: U.S., the] impacts of increased trade tension and tightening of export control regulations, the impact of [removed: 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 [removed: endemic and pandemic conditions, impacts related to] net zero emissions commitments, [added: and] the impact of volatile weather caused by environmental conditions such as climate [removed: change, and our ability to successfully integrate key acquisitions.][added: change.]

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

[Table](#ibc722b37543e4fb0aaa0440c12452993_7) [of](#ibc722b37543e4fb0aaa0440c12452993_7) [Contents](#ibc722b37543e4fb0aaa0440c12452993_7)

| [PART I](#ibc722b37543e4fb0aaa0440c12452993_13) | | | | | | | | |

| [Item 1](#ibc722b37543e4fb0aaa0440c12452993_1099511629769)[C](#ibc722b37543e4fb0aaa0440c12452993_1099511629769) | | | [Cybersecurity](#ibc722b37543e4fb0aaa0440c12452993_1099511629769) | | | [29](#ibc722b37543e4fb0aaa0440c12452993_1099511629769) | | |

| [PART II](#ibc722b37543e4fb0aaa0440c12452993_64) | | | | | | | | |

| | | | [Signatures](#ibc722b37543e4fb0aaa0440c12452993_235) | | | [114](#ibc722b37543e4fb0aaa0440c12452993_235) | | |

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

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

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

Risk Management and Strategy

Our overall information security program applies an enterprise-wide, risk-based approach to information security that enables us to assess, identify and manage risk exposures, including material risks from cybersecurity threats, in a timely manner.

Our information security operations and procedures provide a comprehensive Information Security Management System (‘‘ISMS’’) that enable us to maintain the confidentiality, integrity, and availability of information and systems in our environment.

Our information security policies are based on National Institute of Standards and Technology (“NIST”) Special Publication (“SP”) 800-171 framework and apply to the entire enterprise.

We have a dedicated Information Security and Compliance organization (“ISC”) that owns and operates the ISMS.

The ISC organization reports directly to Keysight’s Chief Information Security Officer (“CISO”) and includes functions such as information security policy management, risk management, vulnerability management, compliance assurance, identify and access management, incident management, security awareness and education and information technology (“IT’’) disaster recovery.

Our management team has relevant expertise and experience in understanding risks from cybersecurity threats and overseeing risk management processes.

Our CISO is an experienced cybersecurity senior executive with more than 25 years experience in building and leading cybersecurity, risk management and information technology teams.

Our cybersecurity risk management program includes:

- Cybersecurity incident detection and response plan to prepare for, detect, respond to and recover from cybersecurity incidents, which include processes to triage, assess severity for, escalate, contain, investigate, and remediate the incident, as well as to comply with potentially applicable legal obligations and mitigate brand and reputational damage.

- Risk Assessment: Our enterprise-wide risk management programs and Information Security Review process is designed to identify, assess, document, monitor and report information security risks.

Based on this information, we evaluate the likelihood and impact of harmful events and deliver recommendations regarding a response to risks presented.

Feedback from internal audits, external assessments, and industry benchmarks is used to improve our cybersecurity posture.

- Training and Awareness: Implementation of enterprise-wide mandatory annual security awareness training for employees, including cybersecurity and data privacy training.

We regularly deploy enterprise-wide phishing simulation tests with mandatory follow-up training and education, which are reviewed at least annually and are updated as needed.

Additionally, we provide an easy mechanism for employees to report suspicious email messages to the information security team for additional investigation.

- Security Tools Optimization: Utilize a variety of tools designed to protect our network and systems, including firewalls, intrusion detection and prevention systems, web content filtering protection, anti-virus and malware detection tools, system scans and full disk encryption.

- Third Party Risk: Keysight’s Third Party Cyber Risk Management (“TPCRM”) is a systematic process for managing exposure to cybersecurity risks throughout the supply chain and developing appropriate response strategies, policies, processes, and procedures.

In addition, Keysight maintains information security risk insurance to offset the costs of an information security breach.

The policy is reviewed annually and updated as needed.

We also engage with approved third-party companies that review our regulatory compliance, validate control performance, perform penetration testing and provide impartial risk assessments.

To date, we have not identified risks from cybersecurity threats or incidents, including as a result of any previous cybersecurity incidents, that have materially affected the company or are reasonably likely to materially affect our operations, business strategy, results of operations, or financial condition.

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For more information on how cybersecurity risk could materially affect the company’s business strategy, results of operations, or financial condition, please refer to “Item 1A.

Risk Factors.”

Governance and Oversight

Cybersecurity is an important part of our risk management processes and an area of focus for our Board and management.

The Audit and Finance Committee, which is comprised entirely of independent directors with information security experience, oversees and monitors the company’s information security programs.

Additionally, one of our independent directors has a CERT Certification in Cybersecurity Oversight from Carnegie Mellon University Software Engineering Institute.

The Chief Information Officer (‘‘CIO’’) meets with the Audit and Finance Committee regularly to report on risks, mitigation, initiatives, compliance and outcomes and the Audit and Finance Committee reports relevant information to the full Board.

The CISO is responsible for the ISMS and reports directly to the CIO.

The CIO is the head of the company’s global IT team which has an integrated governance structure consisting of a Senior Executive Committee, a Cyber Executive Committee and Cyber Leaders.

The Senior Executive Committee meets quarterly, prioritizes the information technology components of strategic business imperatives and oversees IT capability and security programs.

The Cyber Executive Committee meets monthly, reviews identified risks, sponsors initiatives to address risk and oversees security and compliance responses.

Cyber Leaders are management representatives from all functions and lines of business who are responsible for executing programs and initiatives sponsored by the Senior Executive Committee.

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We own or lease [removed: 134] [added: 167] operating [removed: facilities] [added: facilities, including co-working spaces,] located throughout the world that handle manufacturing, research and development, administration, assembly, sales, quality, assurance testing, distribution, and packaging of our products.

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

As of October 31, [removed: 2023,] [added: 2024,] we own or lease approximately [removed: 5.4] [added: 5.6] million square feet(a) of space worldwide, a summary of which is provided below:

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

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

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

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

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

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

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Our common stock is listed on the New York Stock Exchange [removed: ("NYSE")] [added: (“NYSE”)] with the ticker symbol [removed: "KEYS.’’] [added: “KEYS.”] As of December 12, [removed: 2023,] [added: 2024,] there were [removed: 16,230] [added: 15,012] shareholders of record.

The graph assumes that the value of the investment in our common stock and in each index on October 31, [removed: 2018] [added: 2019] (including reinvestment of dividends) was $100 and tracks it each year thereafter on the last day of our fiscal year through October 31, [removed: 2023.][added: 2024.]

[removed: ][added: ]

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: 2023.][added: 2024.]

The total number of shares of common stock purchased by the company during the fiscal year ended October 31, [removed: 2023] [added: 2024] was [removed: 4,913,548] [added: 2,974,967] shares.

| (1) | | | On March 6, 2023, our board of directors approved a [removed: new] stock repurchase program authorizing the purchase of up to $1,500 million of the company’s common [removed: stock, replacing the previously approved November 2021 program authorizing the purchase of up to $1,200 million of the company’s common stock, of which $225 million remained.] [added: stock.] 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 trade date using the cost method. | | |

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

Because many of our shares are held by brokers and other institutions on behalf of stockholders, we are unable to estimate the total number of stockholders represented by these record holders.

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| August 1, 2024 through August 31, 2024 | | | | | | 63,450 | | | | | | $ | 153.73 | | | | | 63,450 | | | | | | $ | 624,828,545 | |

| September 1, 2024 through September 30, 2024 | | | | | | 431,605 | | | | | | $ | 150.80 | | | | | 431,605 | | | | | | $ | 559,741,739 | |

| October 1, 2024 through October 31, 2024 | | | | | | 479,030 | | | | | | $ | 156.60 | | | | | 479,030 | | | | | | $ | 484,724,530 | |

| Total | | | | | | 974,085 | | | | | | | | | | | | 974,085 | | | | | | | | |

| 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 | | | | | | | | |

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| [Report of Independent Registered Public Accounting [removed: Firm](#i49d68add10254246b7f4a07a2ad1671f_121)] [added: Firm](#ibc722b37543e4fb0aaa0440c12452993_118)] (PCAOB ID: 238) | | | | | | [removed: [54](#i49d68add10254246b7f4a07a2ad1671f_121)] [added: [54](#ibc722b37543e4fb0aaa0440c12452993_118)] | | |

| [Consolidated Statement of Operations for each of the three years in the period ended October 31, [removed: 2023](#i49d68add10254246b7f4a07a2ad1671f_127)] [added: 2024](#ibc722b37543e4fb0aaa0440c12452993_124)] | | | | | | [removed: [56](#i49d68add10254246b7f4a07a2ad1671f_127)] [added: [56](#ibc722b37543e4fb0aaa0440c12452993_124)] | | |

| [Consolidated Statement of Comprehensive Income for each of the three years in the period ended October 31, [removed: 2023](#i49d68add10254246b7f4a07a2ad1671f_130)] [added: 2024](#ibc722b37543e4fb0aaa0440c12452993_127)] | | | | | | [removed: [57](#i49d68add10254246b7f4a07a2ad1671f_130)] [added: [57](#ibc722b37543e4fb0aaa0440c12452993_127)] | | |

| [Consolidated Balance Sheet at October 31, [removed: 2023] [added: 2024] and [removed: 2022](#i49d68add10254246b7f4a07a2ad1671f_133)] [added: 2023](#ibc722b37543e4fb0aaa0440c12452993_130)] | | | | | | [removed: [58](#i49d68add10254246b7f4a07a2ad1671f_133)] [added: [58](#ibc722b37543e4fb0aaa0440c12452993_130)] | | |

| [Consolidated Statement of Cash Flows for each of the three years in the period ended October 31, [removed: 2023](#i49d68add10254246b7f4a07a2ad1671f_136)] [added: 2024](#ibc722b37543e4fb0aaa0440c12452993_133)] | | | | | | [removed: [59](#i49d68add10254246b7f4a07a2ad1671f_136)] [added: [59](#ibc722b37543e4fb0aaa0440c12452993_133)] | | |

| [Consolidated Statement of Equity for each of the three years in the period ended October 31, [removed: 2023](#i49d68add10254246b7f4a07a2ad1671f_139)] [added: 2024](#ibc722b37543e4fb0aaa0440c12452993_136)] | | | | | | [removed: [60](#i49d68add10254246b7f4a07a2ad1671f_139)] [added: [60](#ibc722b37543e4fb0aaa0440c12452993_136)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i49d68add10254246b7f4a07a2ad1671f_142)] [added: Statements](#ibc722b37543e4fb0aaa0440c12452993_139)] | | | | | | [removed: [61](#i49d68add10254246b7f4a07a2ad1671f_142)] [added: [61](#ibc722b37543e4fb0aaa0440c12452993_139)] | | |

We have audited the accompanying consolidated balance sheets of Keysight Technologies, Inc. and its subsidiaries (the [removed: “Company”)] [added: "Company")] as of October 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023,] [added: 2024,] including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended October 31, [removed: 2023] [added: 2024] appearing under Item 15(a)(2) (collectively referred to as the [removed: “consolidated] [added: "consolidated] financial [removed: statements”).][added: statements").]

We also have audited the Company's internal control over financial reporting as of October 31, [removed: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended October 31, [removed: 2023] [added: 2024] 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: 2023,] [added: 2024,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: Framework*] (2013) issued by the COSO.

[removed: A company’s internal control over financial reporting includes those policies and procedures that] (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

The principal considerations for our determination that performing procedures relating to the [removed: Company’s U.S. defined benefit plan obligations] [added: valuation of developed technology and customer relationships acquired in the acquisition of ESI Group] is a critical audit matter are (i) the significant judgment by management [removed: in determining] [added: when developing] the [removed: present] [added: fair] value [added: estimate] of the [removed: defined benefit plan obligations;] [added: developed technology and customer relationships acquired;] (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating [removed: the] [added: management’s] significant assumption related to [removed: the discount rate used in determining the present value of the defined benefit plan obligations;] [added: earnings before interest] and [added: taxes; and] (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

San [removed: Francisco,] [added: Jose,] California

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Products | | | $ | [removed: 4,336] [added: 3,717] | | | | | $ | [removed: 4,386] [added: 4,336] | | | | | $ | [removed: 3,993] [added: 4,386] | |

| Services and other | | | [removed: 1,128] [added: 1,262] | | | | | | [removed: 1,034] [added: 1,128] | | | | | | [removed: 948] [added: 1,034] | | |

| Total revenue | | | [removed: 5,464] [added: 4,979] | | | | | | [removed: 5,420] [added: 5,464] | | | | | | [removed: 4,941] [added: 5,420] | | |

| Cost of products | | | [removed: 1,552] [added: 1,452] | | | | | | [removed: 1,607] [added: 1,552] | | | | | | [removed: 1,511] [added: 1,607] | | |

| Cost of services and other | | | [removed: 380] [added: 394] | | | | | | [removed: 363] [added: 380] | | | | | | [removed: 361] [added: 363] | | |

| Total costs | | | [removed: 1,932] [added: 1,846] | | | | | | [removed: 1,970] [added: 1,932] | | | | | | [removed: 1,872] [added: 1,970] | | |

| Research and development | | | [removed: 882] [added: 919] | | | | | | [removed: 841] [added: 882] | | | | | | [removed: 811] [added: 841] | | |

| Selling, general and administrative | | | [removed: 1,307] [added: 1,395] | | | | | | [removed: 1,283] [added: 1,307] | | | | | | [removed: 1,195] [added: 1,283] | | |

| Other operating expense (income), net | | | [removed: (15)] [added: (14)] | | | | | | [removed: (8)] [added: (15)] | | | | | | [removed: (17)] [added: (8)] | | |

| Total costs and expenses | | | [removed: 4,106] [added: 4,146] | | | | | | [removed: 4,086] [added: 4,106] | | | | | | [removed: 3,861] [added: 4,086] | | |

| Income from operations | | | [removed: 1,358] [added: 833] | | | | | | [removed: 1,334] [added: 1,358] | | | | | | [removed: 1,080] [added: 1,334] | | |

| Interest income | | | [removed: 102] [added: 81] | | | | | | [removed: 16] [added: 102] | | | | | | [removed: 3] [added: 16] | | |

| Interest expense | | | [removed: (78)] [added: (84)] | | | | | | [removed: (79)] [added: (78)] | | | | | | (79) | | |

| Other income (expense), net | | | [removed: (25)] [added: 35] | | | | | | [removed: 14] [added: (25)] | | | | | | [removed: 6] [added: 14] | | |

| Income before taxes | | | [removed: 1,357] [added: 865] | | | | | | [removed: 1,285] [added: 1,357] | | | | | | [removed: 1,010] [added: 1,285] | | |

| Provision for income taxes | | | [removed: 300] [added: $] | [added: 251] | | | | | [removed: 161] [added: $] | [added: 300] | | | | | [removed: 116] [added: $] | [added: 161] | |

| Net income | | | $ | [removed: 1,057] [added: 614] | | | | | $ | [removed: 1,124] [added: 1,057] | | | | | $ | [removed: 894] [added: 1,124] | |

| Basic | | | $ | [removed: 5.95] [added: 3.53] | | | | | $ | [removed: 6.23] [added: 5.95] | | | | | $ | [removed: 4.84] [added: 6.23] | |

| Diluted | | | $ | [removed: 5.91] [added: 3.51] | | | | | $ | [removed: 6.18] [added: 5.91] | | | | | $ | [removed: 4.78] [added: 6.18] | |

| Basic | | | [removed: 178] [added: 174] | | | | | | [removed: 180] [added: 178] | | | | | | [removed: 185] [added: 180] | | |

| Diluted | | | [removed: 179] [added: 175] | | | | | | [removed: 182] [added: 179] | | | | | | [removed: 187] [added: 182] | | |

| Gains (losses) on derivative instruments, net of tax benefit (expense) of [removed: $4, $(19)] [added: $(2), $4] and [removed: $(6)] [added: $(19)] | | | [removed: (15)] [added: 7] | | | | | | [removed: 73] [added: (15)] | | | | | | [removed: 26] [added: 73] | | |

| Amounts reclassified into earnings related to derivative instruments, net of tax benefit (expense) of [removed: $1, zero] [added: $4, $1] and zero | | | [removed: (6)] [added: (7)] | | | | | | [removed: (3)] [added: (6)] | | | | | | [removed: (2)] [added: (3)] | | |

| Foreign currency translation, net of tax benefit (expense) of zero | | | [removed: 18] [added: 31] | | | | | | [removed: (165)] [added: 18] | | | | | | [removed: (10)] [added: (165)] | | |

| Net defined benefit pension cost and [removed: post retirement] [added: post-retirement] plan costs: | | | | | | | | | | | | | | | | | |

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As described in Management’s Report on Internal Control over Financial Reporting, management has excluded ESI Group SA.

("ESI Group"), Riscure Holding B.V ("Riscure") and AnaPico AG ("AnaPico") from its assessment of internal control over financial reporting as of October 31, 2024, because they were acquired by the Company in purchase business combinations during 2024.

We have also excluded ESI Group, Riscure and AnaPico from our audit of internal control over financial reporting.

ESI Group is a wholly-owned subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent approximately 1% and 3%, respectively, while Riscure and AnaPico, wholly-owned subsidiaries, each constituted less than 1% of total assets and total revenues of the related consolidated financial statement amounts as of and for the year ended October 31, 2024.

A company’s internal control over financial reporting includes those policies and procedures that

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*Acquisition of ESI Group SA - Valuation of Developed Technology and Customer Relationships*

As described in Note 2 to the consolidated financial statements, on November 3, 2023, the Company acquired 50.6% of the share capital of ESI Group for $477 million, net of cash acquired, using existing cash.

During January 2024, the Company completed the acquisition of the remaining share capital of ESI Group for $458 million, using existing cash.

Of the acquired other intangible assets, $270 million of developed technology and $160 million of customer relationships were recorded.

The intangible assets were valued by management using different income approach methods, which included the multi-period excess earnings and with and without valuation methods for developed technology and customer relationships, respectively.

The significant assumptions used to estimate the fair value of the acquired intangible assets included revenue growth rates, earnings before interest and taxes, customer attrition rate, discount rate, obsolescence rate and total operating expenses.

These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the developed technology and customer relationships acquired.

These procedures also included, among others (i) reading the purchase agreement; (ii) testing management’s process for developing the fair value estimate of the developed technology and customer relationships acquired; (iii) evaluating the appropriateness of the multi-period excess earnings and with and without valuation methods used by management; (iv) testing the completeness and accuracy of the underlying data used in the multi-period excess earnings and with and without valuation methods; and (v) evaluating the reasonableness of the significant assumption used by management related to earnings before interest and taxes.

Evaluating management's assumption related to earnings before interest and taxes involved considering (i) the current and past performance of ESI Group; (ii) the consistency with external market and industry data; and (iii) whether the assumption was consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of the multi-period excess earnings and with and without valuation methods.

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| Net income | | | $ | 614 | | | | | $ | 1,057 | | | | | $ | 1,124 | |

| Tax receivables | | | (202) | | | | | | (4) | | | | | | (30) | | |

| Proceeds from government incentives | | | 7 | | | | | | 1 | | | | | | — | | |

| Other investing activities | | | 20 | | | | | | — | | | | | | — | | |

| Acquisition of non-controlling interests | | | (458) | | | | | | — | | | | | | — | | |

| Repayment of debt | | | (624) | | | | | | — | | | | | | — | | |

| Debt issuance costs | | | (12) | | | | | | — | | | | | | — | | |

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| ESI Group acquisition | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 458 | | | | | | 458 | | |

| Acquisition of non-controlling interests | | | — | | | | | | — | | | | | | 4 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (462) | | | | | | (458) | | |

| Balance as of October 31, 2024 | | | 201,008 | | | | | | $ | 2 | | | | | $ | 2,664 | | | | | (28,424) | | | | | | $ | (3,422) | | | | | $ | 6,225 | | | | | $ | (364) | | | | | $ | — | | | | | $ | 5,105 | |

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The consolidated financial statements also reflect the impact of non-controlling interests.

Non-controlling interests do not have a significant impact on the consolidated results of operations; therefore, net income attributable to non-controlling interests for the year ended October 31, 2024 of $4 million is not presented separately and is included in “other income (expense), net” in the consolidated statements of operations.

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Many of our contracts include multiple performance obligations with a combination of distinct products and services, maintenance and support, professional services and/or training.

For contracts with multiple performance obligations, we allocate the total transaction value to each distinct performance obligation based on relative SSP.

*U.S. Defined Benefit Plan Obligations*

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

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

Management estimates the present value of the future payments using actuarial concepts and assumptions.

The critical assumption used by management to estimate the defined benefit plan obligations is the discount rate.

These procedures included testing the effectiveness of controls relating to the determination of the present value of the defined benefit plan obligations, including controls over the Company’s methods, significant assumptions, and data.

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

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

December 15, 2023

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

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

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

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

| Balance as of October 31, 2020 | | | 195,661 | | | | | | $ | 2 | | | | | $ | 2,110 | | | | | (10,732) | | | | | | $ | (752) | | | | | $ | 2,536 | | | | | $ | (599) | | | | | $ | 3,297 | |

*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.

These performance obligations provide the customer access evenly over the contract period.

As most of our products and services are not sold on a standalone basis, we typically estimate the SSP.

We do not have any off-balance-sheet credit exposure related to our customers.

We recorded compensation expense for all share-based awards of $136 million in 2023, $126 million in 2022 and $104 million in 2021.

The excess balance determined by this analysis becomes the basis for our excess inventory charge.

Our excess inventory review process includes analysis of sales unit forecasts, managing product rollovers and working with manufacturing to maximize recovery of excess inventory.

The impairment test compares the fair value of a reporting unit with its carrying amount, with an impairment charge recorded for the amount by which the carrying amount exceeds the reporting unit’s fair value up to a maximum amount of the goodwill balance for the reporting unit.

We determine fair values for each of the reporting units using the market approach, when available and appropriate, or the income approach, or a combination of both.

If multiple valuation methodologies are used, the results are weighted appropriately.

Valuations using the market approach are derived from metrics of publicly traded comparable companies.

The selections of comparable businesses are based on the markets in which our reporting units operate, giving consideration to risk profiles, size, geography and diversity of products and services.

Under the income approach, fair value is determined based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate.

We use our internal forecasts to estimate future cash flows and include an estimate of long-term future growth rates based on our most recent views of the long-term outlook for each business.

Based on the results of our qualitative testing, we believe that it is more likely than not that the fair value of each reporting unit is greater than its respective carrying value.

Grant proceeds receivable as of October

These amounts were not material for fiscal year 2023.

There was no impairment recognized in 2023, 2022 and 2021.

As of October 31, 2023, approximately $2.1 billion of our cash, cash equivalents and restricted cash was held outside of the U.S. in our foreign subsidiaries.

These investments are categorized as cash and cash equivalents, short-term investments and long-term investments.

In addition, we have credit risk from derivative financial instruments used in hedging activities and accounts receivable.

U.S. dollars using current exchange rates at the balance sheet date; revenue and expenses are translated using monthly exchange rates that approximate average exchange rates in effect during each period.

Gains or losses from foreign currency re-measurement are included in net income.

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*.

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: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023.][added: 2024.]

The effectiveness of our internal control over financial reporting as of October 31, [removed: 2023] [added: 2024] 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: 2023] [added: 2024] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

In accordance with guidance issued by the SEC, companies are permitted to exclude acquisitions from their assessment of internal control over financial reporting for a period not to exceed one year from the date of acquisition.

The company completed the acquisition of ESI Group SA (“ESI Group”) during January 2024, Riscure Holding B.V. (“Riscure”) on February 21, 2024, and AnaPico AG (“AnaPico”) on June 12, 2024.

Management excluded ESI Group, Riscure, and AnaPico from its assessment of the effectiveness of the company’s internal control over financial reporting as of October 31, 2024.

ESI Group constituted approximately 1% of total assets and approximately 3% of total revenues, while Riscure and AnaPico each constituted less than 1% of total assets and total revenues for the year ended October 31, 2024.

During the three months ended October 31, [removed: 2023, the following directors or officers (as defined in Rule 16a-1(f)] [added: 2024, none] of [removed: the Exchange Act) adopted] [added: our officers] or [added: directors adopted, modified or] terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading [removed: arrangement,”] [added: arrangement.”] as each term is defined in Item 408(c) of Regulation [removed: S-K:][added: 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.”

[removed: The information regarding] our [removed: executive officers required under Item 10 will appear in Item 1 of this Annual Report on Form 10-K under “Executive Officers of the Registrant.” The information required under Item 10 regarding our] Audit and Finance Committee and our Audit and Finance Committee's financial expert will appear under “Committees of the Board of Directors-Audit and Finance Committee” and “Audit and Finance Committee Report” in our Proxy Statement.

The information regarding our executive officers required under Item 10 will appear in Item 1 of this Annual Report on Form 10-K under “Executive Officers of the Registrant.” The information required under Item 10 regarding

[Table](#ibc722b37543e4fb0aaa0440c12452993_7) [of](#ibc722b37543e4fb0aaa0440c12452993_7) [Contents](#ibc722b37543e4fb0aaa0440c12452993_7)

Insider Trading Arrangements and Policies

We are committed to promoting high standards of ethical business conduct and compliance with applicable laws, rules and regulations.

As part of this commitment, we have adopted an Insider Trading Policy governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, employees, contractors and other personnel providing services to Keysight, as well as by Keysight itself, that we believe is reasonably designed to promote compliance with insider trading laws, rules and regulations, and The Nasdaq Stock Market listing standards.

Additionally, Keysight will not engage in trading in Keysight securities, except in compliance with applicable securities laws.

The foregoing summary of the Insider Trading Policy does not purport to be complete and is qualified in its entirety by reference to the full text of the Insider Trading Policy attached hereto as Exhibit 19.1.

The additional information required by this item is included in our Proxy Statement related to the 2025 Annual Meeting of Stockholders to be filed with the SEC within 120 days after December 17, 2024 (the “Proxy Statement”) and is incorporated herein by reference.

The following table summarizes information about our equity compensation plans as of October 31, [removed: 2023.][added: 2024.]

| Equity compensation plans approved by security holders (1)(2)(3) | | | [removed: 2,217,859] [added: 2,130,073] | | | | | | $ | 31 | | | | | [removed: 22,102,910] [added: 26,882,876] | | |

[removed: (1)] The number of securities remaining available for future issuance in column (c) includes [removed: 18,382,477] [added: 17,820,022] 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 [removed: ("ESPP").][added: (“ESPP”).]

[added: 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: $32] [added: $30] million as of October 31, [removed: 2023.][added: 2024.]

As of October 31, [removed: 2023, 3,720,433] [added: 2024, 9,062,854] shares were available for future awards under the 2014 Stock Plan.

[Table](#ibc722b37543e4fb0aaa0440c12452993_7) [of](#ibc722b37543e4fb0aaa0440c12452993_7) [Contents](#ibc722b37543e4fb0aaa0440c12452993_7)

| Total | | | 2,130,073 | | | | | | $ | 31 | | | | | 26,882,876 | | |

(1) The Employee Stock Purchase Plan (“ESPP”) was adopted on July 16, 2014, and became effective on November 1, 2014.

It was amended and restated effective March 21, 2024.

The maximum number of shares of common stock that may be issued under the plan is 25 million.

(2) The 2014 Equity and Incentive Compensation Plan ("2014 Stock Plan") was adopted on July 16, 2014, and became effective on November 1, 2014.

It was subsequently amended and restated by our board of directors on September 29, 2014, January 22, 2015, November 16, 2017 and November 16, 2023, with the most recent amendments taking effect on March 21, 2024, following stockholders approval.

The maximum number of shares of common stock that may be issued under the plan is 27,955,000.

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

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

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

The number of

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

Those are issued under the 2014 Stock Plan, which was originally adopted by our board of directors on July 16, 2014, with an effective date of November 1, 2014.

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

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

The 2014 Stock Plan has a term of ten years.

See Index to Consolidated Financial Statements under [added: Part II] Item 8 of this Annual Report on Form 10-K.

| Tax valuation allowance | | | | | | $ | [removed: 238] [added: 218] | | | | | $ | [removed: 11] [added: 2] | | | | | $ | [removed: (18)] [added: (2)] | | | | | $ | [removed: 231] [added: 218] | |

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

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

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

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

| [removed: 4.2] [added: 4.3] | | | | | | [removed: [First] [added: [Third] Supplemental Indenture, dated as of October [removed: 15, 2014,] [added: 22, 2019,] to the Indenture dated as of October 15, [removed: 2014,] [added: 2014] between Keysight Technologies, Inc. and U.S. Bank National Association, as [removed: Trustee](http://www.sec.gov/Archives/edgar/data/1601046/000110465914072101/a14-21591_3ex4d2.htm)] [added: Trustee](https://www.sec.gov/Archives/edgar/data/1601046/000119312519271653/d793076dex42.htm)] | | | | | | 8-K | | | | | | [removed: 10/17/2014] [added: 10/22/2019] | | | | | | 4.2 | | | | | | | | |

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

| [removed: 4.4] [added: 4.6] | | | | | | [removed: [Third] [added: [First] Supplemental Indenture, dated as of October [removed: 22, 2019, to the Indenture dated as of October 15, 2014] [added: 9, 2024,] between Keysight Technologies, Inc. and U.S. Bank [added: Trust Company,] National Association, as [removed: Trustee](http://www.sec.gov/Archives/edgar/data/1601046/000119312519271653/d793076dex42.htm)] [added: Trustee.](https://www.sec.gov/Archives/edgar/data/1601046/000119312524235221/d858185dex42.htm)] | | | | | | 8-K | | | | | | [removed: 10/22/2019] [added: 10/9/2024] | | | | | | 4.2 | | | | | | | | |

| [removed: 4.5] [added: 4.4] | | | | | | [Description of Keysight Technologies, Inc. Registered Securities](https://www.sec.gov/Archives/edgar/data/1601046/000160104622000161/keys-10312022xexx45.htm) | | | | | | 10-K | | | | | | 12/15/2022 | | | | | | 4.5 | | | | | | | | |

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

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

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

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

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

| [removed: 10.6] [added: 10.8] | | | | | | [removed: [Keysight] [added: [Form of Keysight] Technologies, Inc. [removed: Employee Stock Purchase Plan*](http://www.sec.gov/Archives/edgar/data/1601046/000104746914006273/a2220799zex-10_8.htm)] [added: 2014 Frozen Deferred Compensation Plan*](https://www.sec.gov/Archives/edgar/data/1601046/000104746914006273/a2220799zex-10_16.htm)] | | | | | | 10-12B/A | | | | | | 7/18/2014 | | | | | | [removed: 10.8] [added: 10.16] | | | | | | | | |

| [removed: 10.7] [added: 10.6] | | | | | | [Form of Keysight Technologies, Inc. Global Performance Award [removed: Agreement*](http://www.sec.gov/Archives/edgar/data/1601046/000104746914006273/a2220799zex-10_11.htm)] [added: Agreement*](https://www.sec.gov/Archives/edgar/data/1601046/000104746914006273/a2220799zex-10_11.htm)] | | | | | | 10-12B/A | | | | | | 7/18/2014 | | | | | | 10.11 | | | | | | | | |

| [removed: 10.8] [added: 10.7] | | | | | | [Form of Keysight Technologies, Inc. [removed: Global Stock Option Award Agreement*](http://www.sec.gov/Archives/edgar/data/1601046/000104746914006273/a2220799zex-10_12.htm)] [added: 2014 Deferred Compensation Plan*](https://www.sec.gov/Archives/edgar/data/1601046/000104746914006273/a2220799zex-10_15.htm)] | | | | | | 10-12B/A | | | | | | 7/18/2014 | | | | | | [removed: 10.12] [added: 10.15] | | | | | | | | |

| 10.9 | | | | | | [Form of Keysight Technologies, Inc. [removed: Non-Employee Director Stock Option Award Agreement*](http://www.sec.gov/Archives/edgar/data/1601046/000104746914006273/a2220799zex-10_13.htm)] [added: Excess Benefit Retirement Plan*](https://www.sec.gov/Archives/edgar/data/1601046/000104746914006273/a2220799zex-10_17.htm)] | | | | | | 10-12B/A | | | | | | 7/18/2014 | | | | | | [removed: 10.13] [added: 10.17] | | | | | | | | |

| 10.10 | | | | | | [Form of Keysight Technologies, Inc. [removed: Non-Employee Director Stock Award Agreement*](http://www.sec.gov/Archives/edgar/data/1601046/000104746914006273/a2220799zex-10_14.htm)] [added: Supplemental Benefit Retirement Plan*](https://www.sec.gov/Archives/edgar/data/1601046/000104746914006273/a2220799zex-10_18.htm)] | | | | | | 10-12B/A | | | | | | 7/18/2014 | | | | | | [removed: 10.14] [added: 10.18] | | | | | | | | |

| [removed: 10.11] [added: 10.19] | | | | | | [removed: [Form of] [added: [Amendment Number 1 to the] Keysight Technologies, Inc. 2014 Deferred Compensation [removed: Plan*](http://www.sec.gov/Archives/edgar/data/1601046/000104746914006273/a2220799zex-10_15.htm)] [added: Plan*](https://www.sec.gov/Archives/edgar/data/1601046/000160104621000197/keys-10312021xexx1024.htm)] | | | | | | [removed: 10-12B/A] [added: 10-K] | | | | | | [removed: 7/18/2014] [added: 12/17/2021] | | | | | | [removed: 10.15] [added: 10.24] | | | | | | | | |

| [removed: 10.15] [added: 10.11] | | | | | | [Form of Change of Control Severance [removed: Agreement*](http://www.sec.gov/Archives/edgar/data/1601046/000110465914076024/a14-23444_1ex10d1.htm)] [added: Agreement*](https://www.sec.gov/Archives/edgar/data/1601046/000110465914076024/a14-23444_1ex10d1.htm)] | | | | | | 8-K | | | | | | 11/3/2014 | | | | | | 10.1 | | | | | | | | |

| [removed: 10.16] [added: 10.12] | | | | | | [Form of Keysight Technologies, Inc. Deferral Election for Stock [removed: Award*](http://www.sec.gov/Archives/edgar/data/1601046/000110465914076024/a14-23444_1ex10d3.htm)] [added: Award*](https://www.sec.gov/Archives/edgar/data/1601046/000110465914076024/a14-23444_1ex10d3.htm)] | | | | | | 8-K | | | | | | 11/3/2014 | | | | | | 10.3 | | | | | | | | |

| [removed: 10.17] [added: 10.20] | | | | | | [Keysight Technologies, Inc. Officer and Executive Severance Plan [removed: (Established] [added: (Amended and Restated] Effective [removed: March18, 2015)*](http://www.sec.gov/Archives/edgar/data/1601046/000160104615000010/exhibit101-severanceplan.htm)] [added: as of May 17, 2017).*](https://www.sec.gov/Archives/edgar/data/1601046/000160104621000197/keys-10312021xexx1025.htm)] | | | | | | [removed: 8-K] [added: 10-K] | | | | | | [removed: 3/24/2015] [added: 12/17/2021] | | | | | | [removed: 10.1] [added: 10.25] | | | | | | | | |

| [removed: 10.18] [added: 10.13] | | | | | | [Keysight Technologies, Inc. 2015 Performance-based Compensation Plan for covered employees (As Adopted on September 29, [removed: 2014)*](http://www.sec.gov/Archives/edgar/data/1601046/000104746915000650/a2222863zdef14a.htm)] [added: 2014)*](https://www.sec.gov/Archives/edgar/data/1601046/000104746915000650/a2222863zdef14a.htm)] | | | | | | DEF 14A | | | | | | 2/6/2015 | | | | | | APPENDIX B | | | | | | | | |

| [removed: 10.19] [added: 10.14] | | | | | | [Form of Keysight Technologies, Inc. Global Stock Award Agreement as Amended on November 15, [removed: 2016*](http://www.sec.gov/Archives/edgar/data/1601046/000160104616000077/keys-10312016xexx1032.htm)] [added: 2016*](https://www.sec.gov/Archives/edgar/data/1601046/000160104616000077/keys-10312016xexx1032.htm)] | | | | | | 10-K | | | | | | 12/19/2016 | | | | | | 10.32 | | | | | | | | |

| [removed: 10.20] [added: 10.15] | | | | | | [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/0001601046/000160104621000057/ex101-amendedandrestatedcr.htm) | | | | | | 8-K | | | | | | 8/4/2021 | | | | | | 10.1 | | | | | | | | |

| [removed: 10.21] [added: 10.16] | | | | | | [Keysight Technologies, Inc. 2014 Equity and Incentive Compensation Plan (As Amended and Restated on November 16, [removed: 2017)*](http://www.sec.gov/Archives/edgar/data/1601046/000114036118005975/formdef14a.htm)] [added: 2017)*](https://www.sec.gov/Archives/edgar/data/1601046/000114036118005975/formdef14a.htm)] | | | | | | DEF 14A | | | | | | 2/9/2018 | | | | | | APPENDIX A | | | | | | | | |

| [removed: 10.22] [added: 10.17] | | | | | | [Keysight Technologies, Inc. Deferred Compensation Plan for Non-Employee Directors*](https://www.sec.gov/Archives/edgar/data/1601046/000160104621000197/keys-10312021xexx1022.htm) | | | | | | 10-K | | | | | | 12/17/2021 | | | | | | 10.22 | | | | | | | | |

| [removed: 10.23] [added: 10.18] | | | | | | [Amendment Number 1 to the Keysight Technologies, Inc. Deferred Compensation Plan*](https://www.sec.gov/Archives/edgar/data/1601046/000160104621000197/keys-10312021xexx1023.htm) | | | | | | 10-K | | | | | | 12/17/2021 | | | | | | 10.23 | | | | | | | | |

| [removed: 10.24] [added: 97] | | | | | | [removed: [Amendment Number 1 to the Keysight] [added: [Keysight] Technologies, Inc. [removed: 2014 Deferred] Compensation [removed: Plan*](https://www.sec.gov/Archives/edgar/data/1601046/000160104621000197/keys-10312021xexx1024.htm)] [added: Recovery Policy](https://www.sec.gov/Archives/edgar/data/1601046/000160104624000159/keys-10312024xexx97.htm)] | | | | | | [removed: 10-K] | | | | | | [removed: 12/17/2021] | | | | | | [removed: 10.24] | | | | | | [added: X] | | |

| 10.25 | | | | | | [Keysight Technologies, Inc. [removed: Officer] [added: 2014 Equity] and [removed: Executive Severance] [added: Incentive Compensation] Plan [removed: (Amended] [added: (As Amended] and Restated Effective [removed: as of May 17, 2017).*](https://www.sec.gov/Archives/edgar/data/1601046/000160104621000197/keys-10312021xexx1025.htm)] [added: on March 21, 2024)*](https://www.sec.gov/Archives/edgar/data/0001601046/000160104624000043/keys-04302024xex101.htm)] | | | | | | [removed: 10-K] [added: 10-Q] | | | | | | [removed: 12/17/2021] [added: 5/31/2024] | | | | | | [removed: 10.25] [added: 10.1] | | | | | | | | |

| [removed: 10.26] [added: 10.21] | | | | | | [Keysight Technologies, Inc. 2014 Equity and Incentive Compensation Plan Global Stabilization Performance Award Agreement](https://www.sec.gov/Archives/edgar/data/1601046/000160104622000052/keys-04302022xexx101.htm) | | | | | | 10-Q | | | | | | 6/1/2022 | | | | | | 10.1 | | | | | | | | |

| [removed: 10.27] [added: 10.22] | | | | | | [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 | | | | | | | | |

| [removed: 10.28] [added: 19.1] | | | | | | [Keysight Technologies, [removed: Inc. Compensation Recovery Policy](https://www.sec.gov/Archives/edgar/data/1601046/000160104623000134/keys-10312023xexx1028.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1601046/000160104624000159/keys-10312024xexx191.htm) [Insider Trading](https://www.sec.gov/Archives/edgar/data/1601046/000160104624000159/keys-10312024xexx191.htm) [Policy](https://www.sec.gov/Archives/edgar/data/1601046/000160104624000159/keys-10312024xexx191.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 21.1 | | | | | | [Subsidiaries of Keysight Technologies, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1601046/000160104623000134/keys-10312023xexx211.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1601046/000160104624000159/keys-10312024xexx211.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 23.1 | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/1601046/000160104623000134/keys-10312023xexx231.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/1601046/000160104624000159/keys-10312024xexx231.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 24.1 | | | | | | [Powers of Attorney. Contained in the signature page of this Annual Report on Form [removed: 10-K.](#i49d68add10254246b7f4a07a2ad1671f_238)] [added: 10-K.](#ibc722b37543e4fb0aaa0440c12452993_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/1601046/000160104623000134/keys-10312023xexx311.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1601046/000160104624000159/keys-10312024xexx311.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/1601046/000160104623000134/keys-10312023xexx312.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1601046/000160104624000159/keys-10312024xexx312.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 2024 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 4.5 | | | | | | [Indenture, dated as of October 9, 2024, between Keysight Technologies, Inc. and U.S. Bank Trust Company, National Association, as Trustee](https://www.sec.gov/Archives/edgar/data/1601046/000119312524235221/d858185dex41.htm) | | | | | | 8-K | | | | | | 10/9/2024 | | | | | | 4.1 | | | | | | | | |

| 10.23 | | | | | | [Amendment to Amended and Restated Certificate of Incorporation of Keysight Technologies, Inc.](https://www.sec.gov/Archives/edgar/data/1601046/000160104624000043/keys-04302024xex31.htm) | | | | | | 10-Q | | | | | | 5/31/2024 | | | | | | 3.1 | | | | | | | | |

| 10.24 | | | | | | [Second Amended and Restated Bylaws of Keysight Technologies, Inc.](https://www.sec.gov/Archives/edgar/data/1601046/000160104624000043/keys-04302024xex32.htm) | | | | | | 10-Q | | | | | | 5/31/2024 | | | | | | 3.2 | | | | | | | | |

| 10.26 | | | | | | [Keysight Technologies, Inc. Employee Stock Purchase Plan (Amended and Restated Effective on March 21, 2024)*](https://www.sec.gov/Archives/edgar/data/0001601046/000160104624000043/keys-04302024xex102.htm) | | | | | | 10-Q | | | | | | 5/31/2024 | | | | | | 10.2 | | | | | | | | |

| 10.27 | | | | | | [Form of Keysight Technologies, Inc. Global Stock Award Agreement*](https://www.sec.gov/Archives/edgar/data/0001601046/000160104624000043/keys-04302024xex103.htm) | | | | | | 10-Q | | | | | | 5/31/2024 | | | | | | 10.3 | | | | | | | | |

| 10.28 | | | | | | [Keysight Technologies, Inc. Non-Employee Director Stock Award Agreement*](https://www.sec.gov/Archives/edgar/data/0001601046/000160104624000061/keys-07312024xex101.htm) | | | | | | 10-Q | | | | | | 8/29/2024 | | | | | | 10.1 | | | | | | | | |

| 10.29 | | | | | | [Keysight Technologies, Inc. Global Stock Option Award Agreement*](https://www.sec.gov/Archives/edgar/data/0001601046/000160104624000061/keys-07312024xex102.htm) | | | | | | 10-Q | | | | | | 8/29/2024 | | | | | | 10.2 | | | | | | | | |

| 10.30 | | | | | | [Keysight Technologies, Inc. Global Performance Award Agreement*](https://www.sec.gov/Archives/edgar/data/0001601046/000160104624000061/keys-07312024xex103.htm) | | | | | | 10-Q | | | | | | 8/29/2024 | | | | | | 10.3 | | | | | | | | |

| 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| 10.12 | | | | | | [Form of Keysight Technologies, Inc. 2014 Frozen Deferred Compensation Plan*](http://www.sec.gov/Archives/edgar/data/1601046/000104746914006273/a2220799zex-10_16.htm) | | | | | | 10-12B/A | | | | | | 7/18/2014 | | | | | | 10.16 | | | | | | | | |

| 10.13 | | | | | | [Form of Keysight Technologies, Inc. Excess Benefit Retirement Plan*](http://www.sec.gov/Archives/edgar/data/1601046/000104746914006273/a2220799zex-10_17.htm) | | | | | | 10-12B/A | | | | | | 7/18/2014 | | | | | | 10.17 | | | | | | | | |

| 10.14 | | | | | | [Form of Keysight Technologies, Inc. Supplemental Benefit Retirement Plan*](http://www.sec.gov/Archives/edgar/data/1601046/000104746914006273/a2220799zex-10_18.htm) | | | | | | 10-12B/A | | | | | | 7/18/2014 | | | | | | 10.18 | | | | | | | | |

Date: December [removed: 15, 2023][added: 17, 2024]

| /s/ RONALD S. NERSESIAN | | | | | | Chairman of the Board | | | | | | December [removed: 15, 2023] [added: 17, 2024] | | |