Keysight Technologies (KEYS) 10-K risk factor changes: FY2025 vs FY2024

[removed: Uncertainty] [added: Volatility and uncertainty] in general economic conditions may adversely affect our operating results and financial condition.

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

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

In addition, many of our employees, contract manufacturers, suppliers and manufacturing facilities are located outside the [removed: United States.][added: U.S. Accordingly, our future results could be negatively impacted by a variety of factors, including, but not limited to:]

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

- difficulty in protecting [added: and enforcing] intellectual [removed: property;][added: property rights;]

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

Many of our suppliers, vendors, customers, partners, and other entities with whom we do business have strong ties to doing business in [removed: China.][added: China and other countries impacted by the increased tariffs.]

Their ability to supply materials to us, buy products or services from us, or otherwise work with us is affected by their ability to do business in [removed: China.][added: impacted countries.]

If the [removed: U.S.’s] [added: U.S.’] relationship with [removed: China] [added: countries subject to increased tariffs] results in additional trade disputes, trade protection measures, retaliatory [removed: actions, tariffs] [added: actions] and increased barriers, policies that favor domestic industries, or increased import or export licensing requirements or restrictions, then our deployment of resources in jurisdictions affected by such measures could be misaligned and our operations may be adversely [removed: affected due to such changes in the economic and political ecosystem in which our suppliers, vendors, customers, partners, and other entities with whom we do business operate.][added: affected.]

Regional conflicts, including the Russian invasion of Ukraine, which resulted in economic sanctions and the decision to discontinue our operations in Russia, [added: conflict in] the [removed: war between Israel and Hamas,] [added: Middle East,] and the risk of increased tensions between China and Taiwan, could limit or prohibit our ability to transfer certain technologies, to sell our products and solutions, and could result in additional closure of facilities in sanctioned countries.

[removed: In addition, international conflict could further result in global or] regional market instability; increased energy costs, which could increase the cost of manufacturing, selling and delivering products and solutions; and increased risk of cybersecurity attacks, which could adversely impact our financial results.

However, due to factors such as inflation, the potential for recession, [added: trade barriers or restrictions,] increased geopolitical tensions, including regional conflict and war, the markets we serve may experience increased volatility and may not experience the seasonality or cyclicality that we expect.

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

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

[removed: Tariffs] [added: Increased tariffs] on [removed: imports] [added: sales] to or [added: imports] from [removed: China could] [added: impacted countries, including China, will] increase the cost of our customers’ components and raw materials, which could make our customers’ products and services more expensive and could reduce demand for our customers’ products.

Without the timely introduction of new solutions, services and enhancements, our solutions and services will become technologically obsolete over time, in which case our revenue and [removed: operating results would suffer.]

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

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

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

Problems with manufacturing or IT outsourcing could result in lower revenues and unrealized [removed: efficiencies and could impact our results of operations and stock price.]

[removed: During] [added: By contrast, if, during] a general market upturn or an upturn in our business, [removed: if] we cannot increase our manufacturing capacity to meet product demand, we will not be able to fulfill [added: all] orders in a timely manner, which could lead to order cancellations, contract breaches or indemnification obligations.

[removed: By contrast, if, during] [added: During] an economic downturn, [added: if] we had excess manufacturing capacity, [removed: then] our fixed costs associated with excess manufacturing capacity would adversely affect our income, margins and operating results.

Sales to those customers could be reduced or eliminated as a result of failure to respond to customer needs, reduced customer demand, increased sales to our competitors, inability to manufacture or ship products and solutions, supply chain constraints, [added: government requirements,] trade restrictions, sanctions and embargoes.

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

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

We currently have outstanding debt as well as availability to borrow under [removed: a revolving credit facility.][added: the Revolving Credit Facility.]

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

In addition, the [removed: indenture] [added: indentures] governing our senior notes [removed: contains] [added: contain] covenants that may adversely affect our ability to incur certain liens.

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

Changes in tax laws, such as tax reform in the [removed: United States] [added: U.S.] or changes in tax laws resulting from the Organization for Economic Co-operation and Development’s (“OECD”) multi-jurisdictional plan of action to address “base erosion and profit shifting” and the taxation of the “Digital Economy,” could impact our effective tax rate.

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

[removed: The company] [added: We] amended [removed: its] [added: our] U.S. federal income tax returns for the open tax years to claim the deduction and recognized the discrete benefit in the consolidated financial statements.

The [removed: 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.

[removed: The company believes] [added: We believe] the position meets the more likely than not recognition threshold.

We are subject to federal, state, and local taxes in the [removed: United States] [added: U.S.] and numerous foreign jurisdictions.

[removed: Our financial results and tax treatment are susceptible to changes in tax,] accounting, and other laws, including the [removed: Inflation Reduction Act and The] Tax Cuts and Jobs [added: Act, the Inflation Reduction] Act [added: and the One Big Beautiful Bill Act] in the U.S, regulations, principles, and interpretations in the [removed: United States] [added: U.S.] and in other jurisdictions where we do business.

The Malaysia tax incentive [removed: expires] [added: expired on] October 31, 2025.

The [removed: former] Singapore tax incentive [removed: expired] [added: expires on] July 31, [removed: 2024.][added: 2029.]

[removed: The] [added: These] tax incentives provide lower rates of taxation on certain classes of income and require thresholds of investments and employment in those jurisdictions.

- increased risk of supply chain shortages;

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

- supply chain disruptions;

There have been recent and ongoing changes to U.S. tariff policy, resulting in broad-based increases in tariff rates.

Commencing in the second quarter of fiscal 2025, new U.S. tariffs applying to imports from all countries were announced, including significantly higher rates on imports from China.

In response, several countries, including China, have imposed or threatened to impose retaliatory measures on imports from the U.S. The U.S. government has announced various modifications and delays to its tariff policy and further changes may be made in the future.

There has also been continuing litigation in the federal courts regarding the validity of the imposition of certain tariffs.

Continued uncertainty around trade policy could substantially change our cost of operating in such jurisdictions.

Moreover, these tariffs and any other trade restrictions imposed on our customers or suppliers could adversely affect our financial results and position through reduced demand for our products and solutions, cancelled orders, supply chain disruptions, increased transaction costs, and increased expenses.

In addition, international conflict could further result in global or

There have been recent and ongoing changes to U.S. tariff policy, resulting in broad-based increases in tariff rates.

Commencing in the second quarter of fiscal 2025, new U.S. tariffs applying to imports from all countries were announced, including significantly higher rates on imports from China.

In response, several countries, including China, have imposed or threatened to impose retaliatory measures on imports from the U.S. The U.S. government has announced various modifications and delays to its tariff policy and further changes may be made in the future.

There has also been continuing litigation in the federal courts regarding the validity of the imposition of certain tariffs.

Many of our suppliers, vendors, customers, partners, and other entities with whom we do business have strong ties to doing business in China and other countries impacted by the increased tariffs.

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

operating results would suffer.

efficiencies and could impact our results of operations and stock price.

We may have difficulty developing, manufacturing and

On January 23, 2025, we filed a lawsuit against the United States of America in the United States Court of Federal Claims seeking a tax refund of $107 million, or such greater amount allowed by law, plus any other amount, including interest and cost, allowed by law.

We intend to vigorously defend our position.

If we are ultimately unsuccessful in defending our refund claim, we will be required to reverse the benefit previously recorded, most likely resulting in a material increase in the effective tax rate and income tax liability.

Our financial results and tax treatment are susceptible to changes in tax,

We are in the process of renewing our Malaysia tax incentive and believe that we will obtain the renewal from the taxing authorities.

However, we cannot guarantee that we will be granted the Malaysian tax incentive and the timing of when we can renew our incentive rate.

disruption and significant unexpected expense, delays in or inability to develop, manufacture and ship products and solutions, customer dissatisfaction, loss of revenue and damage to our reputation.

We challenged the validity of claims of eight of these patents at the U.S. Patent and Trademark Office, with all or most claims being found invalid in each patent.

Centripetal is appealing seven of these results.

In addition, in February 2022, Centripetal filed complaints in Germany alleging infringement of three of Centripetal’s German patents.

Keysight challenged the validity of the claims of these patents in German nullity or European Patent Office (“EPO”) opposition procedures.

Two of the three patents were invalidated and the appeals process has ended.

The third patent had all but one claim invalidated at trial and is under appeal.

The lawsuit in Federal District Court in Virginia is stayed pending the finalization of appeals of the ITC findings and validity challenges.

In December 2025, the court issued its written determination that Keysight did not infringe the patent.

Keysight also challenged the validity of the patent using EPO opposition procedures, and the EPO revoked the patent in its hearing in November 2025.

We proactively scan for vulnerabilities in our products and address them to minimize the potential for exploitation.

We cannot eliminate the possibility of a successful cybersecurity attack or exploitation of undiscovered or not yet remediated vulnerabilities impacting our internal systems and/or those of our customers.

Our business is exposed to risks associated with the use of AI tools.

We continue to evaluate and, where appropriate, integrate AI technologies into our product offerings and internal operations to enhance innovation, efficiency, and customer value.

While AI presents opportunities for advancement, its adoption also introduces a range of risks that could adversely impact our business, financial condition, and results of operations.

Global and regional economic uncertainty, inflation and potential recession has and may continue to impact our business, resulting in:

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

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

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

Our customers and other entities in our customer chain could decide to take actions in response to international trade disputes that we could not foresee.

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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.

The company intends to vigorously defend its position.

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.

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.

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

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We proactively scan for vulnerabilities in our product lines.

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

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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.

As a result, HP

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DGCL or Keysight's amended and restated certificate of incorporation or bylaws, or any action asserting a claim against us or any of our directors or officers governed by the internal affairs doctrine.

Such risks and uncertainties include, but are not limited to, the impact of global economic conditions such as inflation or potential recession, [added: the impacts of increased trade tensions such as an imposition of or increase in tariffs and tightening of export control regulations,] slowing demand for products or services, volatility in financial markets, reduced access to credit, [removed: increased] [added: changes in] interest rates, the existence of political or economic instability, uncertainty related to the impact of national elections results in the U.S. and [removed: UK,] [added: U.K.,] impacts of geopolitical tension and conflict in regions outside of the U.S., the [removed: impacts of increased trade tension and tightening of export control regulations, the] impact of new and ongoing litigation, impacts related to net zero emissions commitments, and the impact of volatile weather caused by environmental conditions such as climate change.

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

[removed: In the first quarter of fiscal 2024,] [added: On October 15, 2025,] we acquired all of the outstanding common stock of [removed: ESI Group SA (“ESI Group”)] [added: Spirent Communications plc (“Spirent”)] for [removed: $935] [added: $1,415] million, net of [added: $127 million] cash acquired, using existing cash.

For the year ended October 31, [removed: 2024,] [added: 2025,] our acquisition of [removed: ESI Group] [added: Spirent] resulted in incremental revenue of [removed: $141] [added: $9] million.

In our discussion of changes in our results of operations, we have qualitatively disclosed the impact of the [removed: ESI Group] [added: Spirent] acquisition.

*Years ended October 31, [added: 2025,] 2024, [removed: 2023] and [removed: 2022*][added: 2023*]

Orders were [removed: $5,033] [added: $5,452] million, [removed: $5,190] [added: $5,033] million, and [removed: $5,984] [added: $5,190] million in [added: 2025,] 2024, [removed: 2023] and [removed: 2022,] [added: 2023,] respectively.

Acquisitions had a favorable impact of 4 percentage points on the [removed: order change for 2024 compared to 2023.][added: change, while foreign currency movements had an immaterial impact.]

[removed: Foreign] [added: Acquisitions and foreign] currency movements had an immaterial impact on the [removed: order change for 2024 compared to 2023.][added: change.]

Revenue was [removed: $4,979] [added: $5,375] million, [removed: $5,464] [added: $4,979] million, and [removed: $5,420] [added: $5,464] million in [added: 2025,] 2024, [removed: 2023] and [removed: 2022,] [added: 2023,] respectively.

Acquisitions had a favorable impact of [removed: 3] [added: 7] percentage points on the [added: year-over-year] revenue [removed: change for 2024 compared to 2023.][added: change, while foreign currency movements had an unfavorable impact of 1 percentage point.]

[removed: Foreign] [added: Acquisitions and foreign] currency movements had an immaterial impact on the [added: year-over-year] revenue [removed: change for 2024 compared to 2023.][added: change.]

Revenue [removed: declined] [added: increased] in both the Communications Solutions Group (“CSG”) and the Electronic Industrial Solutions Group (“EISG”).

Revenue of [removed: $5,464] [added: $5,375] million for [removed: 2023] [added: 2025] increased [removed: 1] [added: 8] percent compared to [removed: 2022.][added: 2024.]

Revenue from CSG and EISG represented approximately [removed: 67] [added: 69] percent and [removed: 33] [added: 31] percent, respectively, of total revenue for [removed: 2023.][added: 2025.]

Net income was [removed: $614] [added: $850] million, [removed: $1,057] [added: $614] million, and [removed: $1,124] [added: $1,057] million in [added: 2025,] 2024, [removed: 2023] and [removed: 2022,] [added: 2023,] respectively.

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

Cash flows generated from operating activities were [removed: $1,052] [added: $1,409] million, [removed: $1,408] [added: $1,052] million, and [removed: $1,144] [added: $1,408] million in [added: 2025,] 2024, [removed: 2023] and [removed: 2022,] [added: 2023,] respectively.

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

We continue to engage actively with our [removed: customers,] [added: customers] and closely monitor the [removed: current] macroeconomic environment, including [removed: trade,] tariffs, [added: trade restrictions and tightening of export control regulations,] monetary and fiscal [removed: policies] [added: policies,] and geopolitical tensions.

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

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

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

Results from Operations - Years ended October 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022][added: 2023]

| | | | Year Ended October 31, | | | | | | | | | | | | | | | | | | [removed: 2024] [added: 2025] over [removed: 2023] [added: 2024] % Change | | | | | | [removed: 2023] [added: 2024] over [removed: 2022] [added: 2023] % Change | | |

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | | | | | | | | | |

| Revenue | | | $ | [removed: 4,979] [added: 5,375] | | | | | $ | [removed: 5,464] [added: 4,979] | | | | | $ | [removed: 5,420] [added: 5,464] | | | | | [removed: (9)%] [added: 8%] | | | | | | [removed: 1%] [added: (9)%] | | |

| Products | | | $ | [removed: 3,717] [added: 4,063] | | | | | $ | [removed: 4,336] [added: 3,717] | | | | | $ | [removed: 4,386] [added: 4,336] | | | | | [removed: (14)%] [added: 9%] | | | | | | [removed: (1)%] [added: (14)%] | | |

| *Percentage of revenue* | | | [removed: 75] [added: *19*] | | [removed: %] [added: *%*] | | | | [removed: 79] [added: *18*] | | [removed: %] [added: *%*] | | | | [removed: 81] [added: *16*] | | [removed: %] [added: *%*] | | | | [removed: (5) ppts] [added: *—*] | | | | | | [removed: (2) ppts] [added: *2 ppts*] | | |

| Services and other | | | $ | [removed: 1,262] [added: 1,312] | | | | | $ | [removed: 1,128] [added: 1,262] | | | | | $ | [removed: 1,034] [added: 1,128] | | | | | [removed: 12%] [added: 4%] | | | | | | [removed: 9%] [added: 12%] | | |

| *Percentage of revenue* | | | [removed: 25] [added: *76*] | | [removed: %] [added: *%*] | | | | [removed: 21] [added: *75*] | | [removed: %] [added: *%*] | | | | [removed: 19] [added: *79*] | | [removed: %] [added: *%*] | | | | [removed: 5 ppts] [added: *1 ppt*] | | | | | | [removed: 2 ppts] [added: *(5) ppts*] | | |

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

| Products | | | [removed: 60.9] [added: *60.5*] | | [removed: %] [added: *%*] | | | | [removed: 64.2] [added: *60.9*] | | [removed: %] [added: *%*] | | | | [removed: 63.3] [added: *64.2*] | | [removed: %] [added: *%*] | | | | [removed: (3) ppts] [added: *—*] | | | | | | [removed: 1 ppt] [added: *(3) ppts*] | | |

| Services and other | | | [removed: 68.8] [added: *66.9*] | | [removed: %] [added: *%*] | | | | [removed: 66.3] [added: *68.8*] | | [removed: %] [added: *%*] | | | | [removed: 64.9] [added: *66.3*] | | [removed: %] [added: *%*] | | | | [removed: 2 ppts] [added: *(2) ppts*] | | | | | | [removed: 1 ppt] [added: *2 ppts*] | | |

| Research and development | | | $ | [removed: 919] [added: 1,007] | | | | | $ | [removed: 882] [added: 919] | | | | | $ | [removed: 841] [added: 882] | | | | | [removed: 4%] [added: 10%] | | | | | | [removed: 5%] [added: 4%] | | |

| *Percentage of revenue* | | | [removed: 18] [added: *24*] | | [removed: %] [added: *%*] | | | | [removed: 16] [added: *25*] | | [removed: %] [added: *%*] | | | | [removed: 16] [added: *21*] | | [removed: %] [added: *%*] | | | | [removed: 2 ppts] [added: *(1) ppt*] | | | | | | [removed: 1 ppt] [added: *5 ppts*] | | |

| Selling, general and administrative | | | $ | [removed: 1,395] [added: 1,474] | | | | | $ | [removed: 1,307] [added: 1,395] | | | | | $ | [removed: 1,283] [added: 1,307] | | | | | [removed: 7%] [added: 6%] | | | | | | [removed: 2%] [added: 7%] | | |

| *Percentage of revenue* | | | [removed: 28] [added: *27*] | | [removed: %] [added: *%*] | | | | [removed: 24] [added: *28*] | | [removed: %] [added: *%*] | | | | [removed: 24] [added: *24*] | | [removed: %] [added: *%*] | | | | [removed: 4 ppts] [added: *(1) ppt*] | | | | | | [removed: —] [added: *4 ppts*] | | |

| Other operating expense (income), net | | | $ | [removed: (14)] [added: (20)] | | | | | $ | [removed: (15)] [added: (14)] | | | | | $ | [removed: (8)] [added: (15)] | | | | | [removed: (6)%] [added: 49%] | | | | | | [removed: 80%] [added: (6)%] | | |

| Income from operations | | | $ | [removed: 833] [added: 876] | | | | | $ | [removed: 1,358] [added: 833] | | | | | $ | [removed: 1,334] [added: 1,358] | | | | | [removed: (39)%] [added: 5%] | | | | | | [removed: 2%] [added: (39)%] | | |

*Acquisitions of Spirent Communications plc, Synopsys’ Optical Solutions Group, and Ansys’ PowerArtist RTL Business*

On October 16, 2025, Keysight divested Spirent’s high-speed ethernet, network security, and channel emulation business lines for $399 million to Viavi Solutions Inc. (“Viavi”) in connection with satisfying the regulatory conditions set out as part of the Spirent acquisition.

On October 17, 2025, we acquired the Optical Solutions Group business (“OSG”) from Synopsys, Inc. (“Synopsys”) and the PowerArtist RTL business (“PowerArtist”) from Ansys, Inc. (“Ansys”) for $578 million and $26 million, respectively.

For the year ended October 31, 2025, the acquisitions had an immaterial impact on our revenue.

*Impact of U.S. government tariffs*

Beginning in the second quarter of fiscal 2025, the U.S. government announced tariffs on products from most countries and additional reciprocal tariffs on certain countries.

In response, China and other countries announced retaliatory tariffs against certain imports from the United States.

There have been recent changes effective August 1, 2025, resulting in broad-based increases in tariff rates, and there has been continuing litigation in the federal courts regarding the validity of the imposition of certain tariffs.

These tariffs have impacted our financial results for the year ended October 31, 2025.

We have taken actions across multiple vectors to reduce the impact on our results of operations.

This multipronged mitigation approach spans our global manufacturing footprint and sourcing strategies, as well as pricing and cost actions.

For additional discussion of risks related to tariffs and trade relations, please refer to Part I Item 1A “Risk Factors.”

Orders of $5,452 million for 2025 increased 8 percent compared to 2024.

Orders grew across all regions.

Revenue declined in both CSG and EISG.

Net income of $850 million for 2025 increased 38 percent compared to 2024, primarily driven by higher revenue and net gains on equity investments and derivative instruments and lower income tax provisions, partially offset by higher people-related costs, higher acquisition and integration costs, impact of tariffs, and loss from discontinued operations, net of income taxes.

| Income from continuing operations, net of income taxes | | | $ | 869 | | | | | $ | 614 | | | | | $ | 1,057 | | | | | 41% | | | | | | (42)% | | |

| Loss from discontinued operations, net of income taxes | | | $ | (19) | | | | | $ | — | | | | | $ | — | | | | | — | | | | | | — | | |

Other income (expense) was income of $200 million, $35 million, and expense of $25 million, for 2025, 2024, and 2023, respectively.

The increase was primarily driven by acquisitions.

The tax rate in 2025 was lower than the U.S. statutory rate, primarily due to a lower effective tax rate on foreign earnings and the utilization of foreign tax credits, partially offset by U.S. taxes on Global Intangible Low Taxed Income (“GILTI”) inclusion, and the impact of Pillar Two minimum taxes.

In July 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law in the U.S. The OBBBA includes numerous provisions that affect corporate taxation, including changes to bonus depreciation, the expensing of domestic research costs, and modifications to certain U.S. international tax rules.

The company has analyzed the impacts of the OBBBA and reflected them in the current period.

These impacts do not have a material effect on the tax rate for the year ended October 31, 2025.

The majority of the tax law changes will take effect in future years.

A subset of these rules became effective for Keysight in the current fiscal year.

While we expect to meet transitional safe harbor requirements in most jurisdictions, there are a limited number of jurisdictions where we expect Pillar Two taxes to apply.

The income tax provision for the year ended October 31, 2025 includes the effects of Pillar Two taxes, resulting in a tax expense of $13 million.

The decrease in the effective tax rate of 9 percentage points from 2024 to 2025 was primarily due to the absence of the 2024 one-time income tax items in 2025, partially offset by the increase of taxes on the impact of Pillar Two minimum taxes.

We are in the process of renewing our Malaysia tax incentive.

In June 2025, the United States and the other six countries that make up the G7 nations jointly announced that U.S. companies would be exempted from certain minimum taxes related to the OECD agreement, commonly referred to as Pillar Two.

However, significant details regarding the G7 announcement remain uncertain and individual countries that have enacted the OECD agreement, including countries not within the G7, must amend their local legislation for the G7 announcement to become effective.

We continue to closely monitor Pillar Two developments.

A significant portion of the segments' expenses arise from allocated corporate charges, as well as expenses related to our centralized sales force, and service, marketing, and technology functions that are provided to the segments in order to realize economies of scale and to efficiently use resources.

Corporate charges include legal, accounting, real estate, insurance services, information technology services, treasury, and other corporate infrastructure expenses.

Segment allocations are determined on a basis that we consider to be a reasonable reflection of the utilization of services provided to, or benefits received by the segments.

Newly acquired businesses are not allocated these charges until integrated into our shared services and corporate infrastructure.

Our recent acquisition of Spirent adds wireless network test and assurance and positioning technology solutions to our portfolio, complementing our design, validation, and performance offerings to deliver end-to-end solutions to our customers.

The increase was primarily driven by higher investments in high-speed networks to support increasing demand for AI capabilities and increased investment in aerospace and defense solutions.

The year-over-year increase was primarily driven by R&D investments in terabit solutions and expanding 400G/800G transceiver manufacturing capacity to meet rising demand for AI capabilities.

*Acquisition of ESI Group SA*

*Macroeconomic environment*

Our global operations continued to be affected by a challenging macro environment, including higher interest rates, currency movements, inflationary pressures, geopolitical tensions and trade restrictions.

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.

Consistent with the Keysight Leadership Model, our differentiated first-to-market solutions portfolio, technology leadership, customer relationships, and durable and resilient business model give us confidence in the long-term trajectory of the business and our ability to 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 Part I Item 1A “Risk Factors.”

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

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

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

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

A revenue increase in EISG was partially offset by a decline in CSG.

Net income of $1,057 million for 2023 decreased 6 percent compared to 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.

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During fiscal year 2022, other operating expense (income) included asset impairment charges of $7 million related to the discontinuance of our Russia operations.

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.

Other income (expense) for 2024, 2023 and 2022 was income of $35 million, expense of $25 million, and income of $14 million, respectively, and primarily include net income related to our defined benefit and post-retirement benefit plans (interest cost, expected return on assets, amortization of net actuarial loss and prior service credits, and gains (losses) on settlements and curtailments), gains (losses) due to currency and derivative instruments, and the change in fair value of our equity investments.

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

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.

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.

The 2024 income tax charge was also partially offset by a one-time income tax benefit of $61 million for the release of tax reserves related to the successful appeal of a Malaysia income tax assessment.

In the fourth quarter of 2017, Keysight was assessed and paid income tax and penalties in Malaysia on gains related to the transfer of intellectual property rights and recorded a tax reserve on the assessed amount.

The Court of Appeal in Malaysia ruled in Keysight’s favor on May 24, 2024, and the company received a refund of the income tax and penalties.

The tax rate in 2022 was lower than the U.S. statutory rate primarily due to the proportion of worldwide earnings that are taxed at lower statutory tax rates in non-U.S. jurisdictions, partially offset by U.S. tax imposed on earnings in non-U.S. jurisdictions.

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

The Singapore tax incentive expires July 31, 2029.

A subset of the rules will be effective for Keysight as of November 1, 2024, with the remaining rules effective as of November 1, 2025.

In [added: 2025,] 2024, [removed: 2023] and [removed: 2022,] [added: 2023,] approximately [removed: 71] [added: 72] percent, [removed: 75] [added: 71] percent, and [removed: 77] [added: 75] 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: 2024.][added: 2025.]

As of October 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] 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: 2024,] [added: 2025,] a hypothetical 10 percent increase in interest rates would have decreased the fair value of the company’s fixed-rate debt by approximately [removed: $41] [added: $45] million.

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

We deliver this value through a broad range of design and test solutions that [removed: address the critical challenges] [added: enable] our customers [removed: face in bringing] [added: to bring] their innovations to market on ever-shorter schedules.

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

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

We generated [added: $5.4 billion,] $5.0 billion, [removed: $5.5 billion] and [removed: $5.4] [added: $5.5] billion of revenue in [added: 2025,] 2024, [removed: 2023] and [removed: 2022,] [added: 2023,] respectively.

Revenue, income from [removed: operations] [added: operations,] and assets by business segment as of and for the fiscal years ended October 31, [added: 2025,] 2024, [removed: 2023] and [removed: 2022,] [added: 2023,] are provided in Note 16, “Segment Information,” to our consolidated financial statements.

][added: image.jpg](https://www.sec.gov/Archives/edgar/data/1601046/000160104625000127/keys-20251031_g1.jpg)]

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

*Deep, [removed: long-term] [added: long-term,] global customer relationships*

Keysight’s history of collaborative innovation is demonstrated by our [removed: service to] [added: engagement with] leading companies across the diverse markets that we address.

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

These sales personnel are supported by [removed: tight] [added: close] 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.

This base of customers [removed: enables a] [added: complements our] large and growing services [removed: portfolio] [added: portfolio,] and offers additional sales opportunities as [added: requirements evolve and] customers upgrade their [removed: products] [added: solutions] over time.

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

We develop and incorporate proprietary semiconductor and packaging [removed: technology] [added: technologies] to [removed: address the specific needs of our solutions, enabling] [added: deliver] differentiated performance within our industry.

We [removed: leverage] [added: use insights gained from] these relationships, together with our technology expertise, to identify market opportunities and seek to maximize the lifecycle [removed: value of our design and test contributions] [added: value,] beginning in R&D.

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

[added: With a software- and] customer-centric focus, we continue to make strategic investments to expand the R&D [removed: mix] [added: component] of our revenue [added: mix] and grow the software and services content of our business, which has the added benefit of increasing recurring revenue.

This approach provides flexibility with the added benefit of expanding our reach and providing [removed: improved] [added: more efficient and effective] transactional purchase capability.

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

This environment supports our employees to achieve their full potential and enables collaboration [removed: to] [added: that helps us] innovate at the speed of our customers.

We integrate these hardware technologies with core software functionality enabled by our software engineering teams (representing the majority of our R&D [removed: staff) and accelerated by leveraging our broad portfolio.][added: staff).]

We [removed: then add relevant] [added: also incorporate] services to deliver differentiated solutions that meet the needs of the market.

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 [removed: cycles to enhance our value and target technology inflections.][added: cycles.]

We continue to work on multiple [removed: potential] vectors for growth as we expand Keysight’s contributions across the technology stack, building on our core strength in physical layer [removed: test] and adding new protocol layer [removed: test] and system emulation capabilities, as well as new application layer solutions that address opportunities in design and data management.

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

[removed: It also leverages] [added: Additionally, we leverage] our broad services portfolio [removed: as we] [added: to] provide unique and high-value services to extend the value of our solutions.

We have a dedicated global enterprise software sales force to drive this priority and maximize cross-selling opportunities across our [removed: go-to-market channels.][added: markets.]

[removed: Leveraging the strength of] [added: We leverage] our [removed: differentiated portfolio and] [added: strong portfolio,] flexible operating model, [removed: together with our strong balance sheet] and [removed: cash generation, we] [added: solid financial position to] maintain [removed: our] [added: a] disciplined approach to capital allocation, balancing investment for organic growth, mergers and acquisitions, and return of [removed: capital.][added: capital to shareholders.]

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

Our open and scalable [removed: 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.

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

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

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

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

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

[removed: Our solutions] address the communications lifecycle in both wireless and wireline domains, from design and simulation, validation, and characterization, through manufacturing, deployment, and optimization, including [removed: cybersecurity.][added: cybersecurity testing and certification.]

[removed: Their] [added: Our customer] needs span the wide range of technologies employed in modern wired and wireless communications system designs such as 5G, 6G, [removed: 800Gb/sec, 1.6Tb/sec,] [added: commercial satellite, 800Gb/sec ethernet, 1.6Tb/sec ethernet,] and many others.

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

The group's solutions consist of electronic design, test and simulation software, instrumentation, systems, [added: computer-aided engineering solutions] and related services.

In 2025, we invested $1,007 million in R&D.

In October 2025, we acquired Spirent Communications plc (“Spirent”), complementing our position in communications test with additional differentiated solutions and deep customer relationships.

Additionally, in October 2025, we completed the acquisition of the Optical Solutions Group (“OSG”) business from Synopsys, Inc. (“Synopsys”) and the PowerArtist RTL business (“PowerArtist”) from Ansys, Inc. (“Ansys”) to complement and expand our existing design engineering software portfolio and computer-aided engineering capabilities.

*Strategic deployment of capital*

We leverage the breadth of our portfolio to deliver application-specific solutions through a software-centric approach.

Solutions include physics-based virtual prototyping and computer-aided engineering (“CAE”), as well as process and data management.

We have used AI capability, such as machine learning and neural network models, across many Keysight solutions to enhance our value to customers.

The rapidly evolving AI ecosystem presents opportunities to enhance productivity for our customers as well as our own internal operations.

Our recent acquisition of Spirent adds wireless network test and assurance and positioning technology solutions to our portfolio, complementing our design, validation, and performance offerings to deliver end-to-end solutions to our customers.

Our solutions

Keysight is enabling rapid advances in AI through solutions to increase the efficiency of AI compute clusters and to accelerate the deployment of new interconnect technologies that deliver greater speed and capacity in AI data center infrastructure.

These customers, many of whom are pioneering new standards and

Our in-house manufacturing is focused on the highest value-added, most complex, and technically differentiated elements of production, while contract manufacturers primarily support assembly and printed circuit board fabrication.

In addition to our centralized manufacturing hub in Penang, Malaysia, our largest facility, responsible for final assembly, tuning, calibration, and test of many of our advanced instruments, we maintain significant manufacturing operations in the United States, including facilities in California and Colorado.

These U.S. operations are responsible for our leading edge, proprietary technology platforms.

Specifically, we operate five specialized technology centers across Santa Rosa, California; Colorado Springs, Colorado; and Boeblingen, Germany.

These technology centers develop, and manufacture differentiated components and subsystems, including microwave monolithic integrated circuits, thick- and thin-film circuits, optical components, high-speed probes, precision-machined mechanical parts, and advanced multi-chip and system-in-package modules.

These capabilities provide a competitive advantage by delivering performance levels not commercially available and are critical to the broad range of markets we serve.

At Keysight, we foster a collaborative, high performance, diverse, and inclusive workplace where employees are empowered through meaningful work, continuous development, and a culture of innovation.

We offer competitive compensation, a safe and respectful work environment, and opportunities to grow professionally and personally.

We believe our culture, rooted in technology leadership, innovation, inclusion, and engagement, is a strategic advantage that drives our success.

As of October 31, 2025, Keysight employed approximately 16,800 people worldwide.

Of these, 5,800 were based in the Americas (including 5,500 in the United States), 3,600 in Europe, and 7,400 in the Asia Pacific region.

The Keysight Standards of Business Conduct (“SBC”) guide our interactions with customers, suppliers, competitors, and each other.

These standards are publicly available on our website and serve as the foundation of our integrity-driven approach to business.

This collaboration ensures we attract and retain the talent needed to drive innovation and deliver customer success.

Once onboard, employees are supported through a range of development opportunities, including leadership education, mentoring programs, and employee network groups.

We conduct annual succession planning throughout the organization, including executive leadership, to ensure a strong pipeline of future leaders.

As a global company, we recognize the importance of preserving institutional knowledge, especially as many of our experienced employees become eligible for retirement.

To address this, we have implemented structured knowledge transfer programs designed to retain critical expertise and maintain business continuity.

Our three-year average employee turnover rate was approximately 6.2 percent.

*Employee Engagement*

We are committed to maintaining a work environment that supports the needs of all employees.

We conduct annual pay equity analyses, adjusting for role, experience, location, and performance to ensure fairness.

The increase in year-over-year backlog is driven by incremental backlog generated from acquisitions, mainly Spirent, as well as orders in excess of revenue.

*Jo Ann (Jodi) Juskie,* 64, has served as Senior Vice President, Chief People Officer since May 2025.

From August 2019 to May 2025, Ms. Juskie served as Vice President, Assistant General Counsel and Assistant Secretary.

Since joining HP in 1994, Ms. Juskie has served in various roles within the Legal Department, including Managing Counsel for Keysight and Agilent from 2009 to 2019.

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With a software- and

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

In 2024, R&D investment totaled $919 million.

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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*Be good stewards of capital*

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Our software test automation platform uses artificial intelligence and machine learning to accelerate customer productivity in software test creation and execution.

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.

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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.

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

Our in-house manufacturing efforts are focused on the highest value added, more complex and highly technical aspects of production.

We use contract manufacturers for assembly and printed circuit board production.

We have centralized manufacturing in Penang, Malaysia, our largest manufacturing facility, which focuses on the final assembly of our most sophisticated instruments and on tuning, calibration and test of instruments across the broader portfolio.

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

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

Our technology centers provide a competitive advantage by developing and manufacturing differentiated technology components with performance levels that are not commercially available.

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

We have a diverse and inclusive work environment, where employees are offered challenging assignments, development opportunities, competitive salaries and a safe workplace.

We believe our culture, which fosters employee inclusion, engagement, and innovation, is a competitive advantage.

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.

Of those employees, 5,100 are located in the Americas (including 4,900 in the United States), 3,400 are located in Europe, and 7,000 are located in Asia Pacific.

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.

Our Keysight Standards of Business Conduct (“SBC”) govern our dealings with our customers, competitors, suppliers, third-party partners, as well as with our fellow employees, and is available for review on our website.

The CAO is responsible for developing and integrating the company’s diversity, equity, and inclusion priorities and strategy.

We continue to develop our leadership capability.

Succession planning sessions are conducted annually in each business and at many levels in the organization, including the executive level.

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

We have developed knowledge transfer practices and programs to enable us to retain critical knowledge.

Our three-year average employee turnover rate was approximately 7.3 percent and has been lower than the industry average for the past five years.

*Diversity and Equal Employment Policy*

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

On 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, [removed: Italy] [added: Italy,] and the Netherlands infringe a European Centripetal patent.

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

We challenged the validity of claims of eight of these patents at the U.S. Patent and Trademark Office, with all or most claims being found invalid in each patent.

Centripetal is appealing seven of these results.

In addition, in February 2022 Centripetal filed complaints in Germany alleging infringement of three of Centripetal’s German patents.

Keysight challenged the validity of the claims of these patents in German nullity or European Patent Office (“EPO”) opposition procedures.

Two of the three patents were invalidated, and the appeals process has ended.

The third patent had all but one claim invalidated at trial and is under appeal.

The lawsuit in Federal District Court in Virginia is stayed pending the finalization of appeals of the ITC findings and validity challenges.

In December 2025, the court issued its written determination that Keysight did not infringe the patent.

Keysight also challenged the validity of the patent using EPO opposition procedures, and the EPO revoked the patent in its hearing in November 2025.

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

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

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

In response, we amended our U.S. federal income tax returns for the open tax years to claim the deduction and recognized the discrete benefit in the condensed consolidated financial statements.

We believe the position meets the more likely than not recognition threshold.

On January 23, 2025, we filed a lawsuit against the United States of America in the United States Court of Federal Claims seeking a tax refund of $107 million, or such greater amount allowed by law, plus any other amount, including interest and cost, allowed by law.

We intend to vigorously defend our position.

The outcome cannot be predicted with certainty.

If we are ultimately unsuccessful in defending our refund claim, we will be required to reverse the benefit previously recorded, most likely resulting in a material increase in the effective tax rate and income tax liability.

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 (“DTCC”) to resolve alleged violations of the Arms Export Control Act and the International Traffic in Arms Regulations (“ITAR”).

Pursuant to the Consent Agreement, we were assessed a penalty of $6.6 million to be paid over three years, $2.5 million of which was suspended and designated for remediation activities over three years, including employment of a special compliance officer.

The suspended portion of the penalty was satisfied by amounts spent on qualifying compliance activities.

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.

For the fiscal year ended October 31, [removed: 2024][added: 2025]

The aggregate market value of common equity held by non-affiliates as of April 30, [removed: 2024] [added: 2025] was approximately [removed: $20] [added: $17] 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: 2024,] [added: 2025,] there were [removed: 173,172,764] [added: 171,817,127] shares of our common stock outstanding.

| Portions of the Proxy Statement for the Annual Meeting of Stockholders (the “Proxy Statement”) to be held on March [removed: 20, 2025] [added: 19, 2026] and to be filed pursuant to Regulation 14A within 120 days after registrant's fiscal year ended October 31, [removed: 2024] [added: 2025] are incorporated by reference into Part III of this Report. | | | | | | III | | |

| [Forward-Looking [removed: Statements](#ibc722b37543e4fb0aaa0440c12452993_10)] [added: Statements](#i51557b3db3da4aa7a0bb8fe70a23d6c0_10)] | | | | | | [removed: [3](#ibc722b37543e4fb0aaa0440c12452993_10)] [added: [3](#i51557b3db3da4aa7a0bb8fe70a23d6c0_10)] | | |

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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, [removed: reduced access to credit, changes in interest rates,] the existence of political or economic instability, uncertainty related to the impact of national elections results in the U.S. and UK, impacts of geopolitical tension and conflict in regions outside of the U.S., the impacts of increased trade tension and tightening of export control regulations, the impact of new and ongoing litigation, impacts related to net zero emissions commitments, and the impact of volatile weather caused by environmental conditions such as climate change.

| [PART I](#i51557b3db3da4aa7a0bb8fe70a23d6c0_13) | | | | | | | | |

| [PART II](#i51557b3db3da4aa7a0bb8fe70a23d6c0_67) | | | | | | | | |

| | | | [Signatures](#i51557b3db3da4aa7a0bb8fe70a23d6c0_235) | | | [119](#i51557b3db3da4aa7a0bb8fe70a23d6c0_235) | | |

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

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

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

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

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

Our overall information security program applies an enterprise-wide, risk-based approach to information security that enables us to assess, [removed: identify] [added: 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 [removed: (‘‘ISMS’’) that enable] [added: (“ISMS”) enabling] 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 [removed: (“NIST”)] Special Publication [removed: (“SP”)] 800-171 framework and apply to the entire enterprise.

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, [removed: identify] [added: identity] and access management, incident management, security awareness and [removed: education] [added: education,] and information technology [removed: (“IT’’)] [added: (“IT”)] disaster recovery.

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

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

- Third Party Risk: Keysight’s Third Party Cyber Risk Management [removed: (“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 [removed: insurance] [added: insurance, which may help] to offset the costs of an information security breach.

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

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

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

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

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

We own or lease [removed: 167] [added: 208] operating 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.

As of October 31, [removed: 2024,] [added: 2025,] we own or lease approximately [removed: 5.6] [added: 5.8] million square feet(a) of space worldwide, a summary of which is provided below:

| Leased facilities | | | | | | [removed: 2.1] [added: 2.3] | | |

| Manufacturing plants, R&D [removed: facilities] [added: facilities,] and warehouse and administrative facilities | | | | | | [removed: 5.3] [added: 5.5] | | |

*(a)* *Excludes [removed: 0.8] [added: 0.7] million square feet of vacated space, all of which is leased to third parties or is in restructuring.*

| Total | | | | | | 5.8 | | |

| Total | | | | | | 5.8 | | |

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

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

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

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

Our common stock is listed on the New York Stock Exchange (“NYSE”) with the ticker symbol “KEYS.” As of December 12, [removed: 2024,] [added: 2025,] there were [removed: 15,012] [added: 14,062] shareholders of record.

The graph assumes that the value of the investment in our common stock and in each index on October 31, [removed: 2019] [added: 2020] (including reinvestment of dividends) was $100 and tracks it each year thereafter on the last day of our fiscal year through October 31, [removed: 2024.][added: 2025.]

[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: 2024.][added: 2025.]

The total number of shares of common stock purchased by the company during the fiscal year ended October 31, [removed: 2024] [added: 2025] was [removed: 2,974,967] [added: 2,389,253] shares.

| (1) | | | On March 6, 2023, our board of directors approved a stock repurchase program authorizing the purchase of up to $1,500 million of the company’s common stock. [added: On November 24, 2025, our board of directors approved a new stock repurchase program authorizing the purchase of up to $1,500 million of the company’s common stock, replacing the previously approved March 2023 program, under which $110 million remained.] Under our stock repurchase program, shares may be purchased from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases, privately negotiated transactions or other means. All such shares and related costs are held as treasury stock and accounted for at trade date using the cost method. | | |

| August 1, 2025 through August 31, 2025 | | | | | | 169,063 | | | | | | $ | 162.01 | | | | | 169,063 | | | | | | $ | 182,495,203 | |

| September 1, 2025 through September 30, 2025 | | | | | | 243,994 | | | | | | $ | 171.55 | | | | | 243,994 | | | | | | $ | 140,639,125 | |

| October 1, 2025 through October 31, 2025 | | | | | | 181,628 | | | | | | $ | 167.96 | | | | | 181,628 | | | | | | $ | 110,132,957 | |

| Total | | | | | | 594,685 | | | | | | | | | | | | 594,685 | | | | | | | | |

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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 | | | | | | | | |

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

| [Report of Independent Registered Public Accounting [removed: Firm](#ibc722b37543e4fb0aaa0440c12452993_118)] [added: Firm](#i51557b3db3da4aa7a0bb8fe70a23d6c0_121)] (PCAOB ID: 238) | | | | | | [removed: [54](#ibc722b37543e4fb0aaa0440c12452993_118)] [added: [54](#i51557b3db3da4aa7a0bb8fe70a23d6c0_121)] | | |

| [Consolidated Statement of Operations for each of the three years in the period ended October 31, [removed: 2024](#ibc722b37543e4fb0aaa0440c12452993_124)] [added: 20](#i51557b3db3da4aa7a0bb8fe70a23d6c0_127)[25](#i51557b3db3da4aa7a0bb8fe70a23d6c0_127)] | | | | | | [removed: [56](#ibc722b37543e4fb0aaa0440c12452993_124)] [added: [57](#i51557b3db3da4aa7a0bb8fe70a23d6c0_127)] | | |

| [Consolidated Statement of Comprehensive Income for each of the three years in the period ended October 31, [removed: 2024](#ibc722b37543e4fb0aaa0440c12452993_127)] [added: 20](#i51557b3db3da4aa7a0bb8fe70a23d6c0_130)[25](#i51557b3db3da4aa7a0bb8fe70a23d6c0_130)] | | | | | | [removed: [57](#ibc722b37543e4fb0aaa0440c12452993_127)] [added: [58](#i51557b3db3da4aa7a0bb8fe70a23d6c0_130)] | | |

| [Consolidated Balance Sheet at October 31, [removed: 2024 and 2023](#ibc722b37543e4fb0aaa0440c12452993_130)] [added: 202](#i51557b3db3da4aa7a0bb8fe70a23d6c0_133)[5](#i51557b3db3da4aa7a0bb8fe70a23d6c0_133) [and 20](#i51557b3db3da4aa7a0bb8fe70a23d6c0_133)[24](#i51557b3db3da4aa7a0bb8fe70a23d6c0_133)] | | | | | | [removed: [58](#ibc722b37543e4fb0aaa0440c12452993_130)] [added: [59](#i51557b3db3da4aa7a0bb8fe70a23d6c0_133)] | | |

| [Consolidated Statement of Cash Flows for each of the three years in the period ended October 31, [removed: 2024](#ibc722b37543e4fb0aaa0440c12452993_133)] [added: 20](#i51557b3db3da4aa7a0bb8fe70a23d6c0_136)[25](#i51557b3db3da4aa7a0bb8fe70a23d6c0_136)] | | | | | | [removed: [59](#ibc722b37543e4fb0aaa0440c12452993_133)] [added: [60](#i51557b3db3da4aa7a0bb8fe70a23d6c0_136)] | | |

| [Consolidated Statement of Equity for each of the three years in the period ended October 31, [removed: 2024](#ibc722b37543e4fb0aaa0440c12452993_136)] [added: 2025](#i51557b3db3da4aa7a0bb8fe70a23d6c0_139)] | | | | | | [removed: [60](#ibc722b37543e4fb0aaa0440c12452993_136)] [added: [61](#i51557b3db3da4aa7a0bb8fe70a23d6c0_139)] | | |

| [Notes to Consolidated Financial [removed: Statements](#ibc722b37543e4fb0aaa0440c12452993_139)] [added: Statements](#i51557b3db3da4aa7a0bb8fe70a23d6c0_142)] | | | | | | [removed: [61](#ibc722b37543e4fb0aaa0440c12452993_139)] [added: [62](#i51557b3db3da4aa7a0bb8fe70a23d6c0_142)] | | |

We have audited the accompanying consolidated balance sheets of Keysight Technologies, Inc. and its subsidiaries (the "Company") as of October 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] 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: 2024,] [added: 2025,] including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended October 31, [removed: 2024] [added: 2025] appearing under Item 15(a)(2) (collectively referred to as the "consolidated financial statements").

We also have audited the Company's internal control over financial reporting as of October 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of October 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended October 31, [removed: 2024] [added: 2025] 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: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

[removed: ("ESI Group"), Riscure Holding B.V ("Riscure")] [added: As described in Management’s Report on Internal Control over Financial Reporting, management has excluded Spirent Communications plc (“Spirent”), Synopsys Inc.’s Optical Solutions Group (“OSG”)] and [removed: AnaPico AG ("AnaPico")] [added: Ansys, Inc.'s PowerArtist RTL business (“PowerArtist”)] from its assessment of internal control over financial reporting as of October 31, [removed: 2024,] [added: 2025,] because they were acquired by the Company in purchase business combinations during [removed: 2024.][added: 2025.]

We have also excluded [removed: ESI Group, Riscure] [added: Spirent, OSG] and [removed: AnaPico] [added: PowerArtist] from our audit of internal control over financial reporting.

[removed: ESI Group] [added: Spirent] 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 [removed: 1% and 3%, respectively, while Riscure] [added: 3%] and [removed: AnaPico, wholly-owned subsidiaries, each constituted] less than [removed: 1% of total assets and total revenues] [added: 1%, respectively,] of the related consolidated financial statement amounts as of and for the year ended October 31, [removed: 2024.][added: 2025.]

[added: 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 critical audit [removed: matter] [added: matters] communicated below [removed: is a matter] [added: are matters] arising from the current period audit of the consolidated financial statements that [removed: was] [added: were] communicated or required to be communicated to the audit committee and that (i) [removed: relates] [added: relate] to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matter] [added: matters] below, providing [removed: a] separate [removed: opinion] [added: opinions] on the critical audit [removed: matter] [added: matters] or on the accounts or disclosures to which [removed: it relates.][added: they relate.]

*Acquisition of [removed: ESI Group SA -] [added: Spirent –] Valuation of Developed Technology and [added: Certain] Customer Relationships*

Of the acquired other intangible assets, [removed: $270] [added: $370] million [removed: of] [added: was recorded related to] developed technology and [removed: $160] [added: $145] million [removed: of] [added: was recorded related to] customer [removed: relationships were recorded.][added: relationships.]

[removed: The intangible assets] [added: Developed technology and customer relationships] were valued [removed: by management] using [removed: different income approach methods, which included] the [added: relief from royalty and] multi-period excess earnings [removed: and with and without] valuation [removed: methods for developed technology and customer relationships,] [added: methods,] 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 [removed: rate] [added: rate,] and total operating expenses.

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

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

These procedures also included, among others (i) reading the purchase [removed: agreement;] [added: and divestiture agreements;] (ii) testing management’s process for developing the fair value estimate of the developed technology and [added: certain] customer relationships acquired; (iii) evaluating the appropriateness of the [added: relief from royalty and] multi-period excess earnings [removed: and with and without valuation] methods used by management; (iv) testing the completeness and accuracy of the underlying data used in the [added: relief from royalty and] multi-period excess earnings [removed: and with and without valuation] methods; and (v) evaluating the reasonableness of the significant [removed: assumption] [added: assumptions] used by management related to [removed: earnings before interest] [added: (a) the royalty rate] and [removed: taxes.][added: obsolescence rate for the developed technology classified as other intangible assets, (b) the obsolescence rate and discount rate for the developed technology classified as assets held for sale, and (c) the customer attrition rate and developed technology royalty rate for the customer relationships.]

Evaluating [removed: management's] [added: management’s] assumption related to [removed: earnings before interest and taxes] [added: the customer attrition rate for the customer relationships] involved considering (i) the current and past performance of [removed: ESI Group; (ii)] the [removed: consistency with external market and industry data;] [added: Spirent business] and [removed: (iii)] [added: (ii)] 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 [added: (i)] appropriateness of the [added: relief from royalty and] multi-period excess earnings [added: methods] and [removed: with] [added: (ii) the reasonableness of (a) the royalty rate, obsolescence rate,] and [removed: without valuation methods.][added: discount rate]

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Products | | | $ | [removed: 3,717] [added: 4,063] | | | | | $ | [removed: 4,336] [added: 3,717] | | | | | $ | [removed: 4,386] [added: 4,336] | |

| Services and other | | | [removed: 1,262] [added: 1,312] | | | | | | [removed: 1,128] [added: 1,262] | | | | | | [removed: 1,034] [added: 1,128] | | |

| Total revenue | | | [removed: 4,979] [added: 5,375] | | | | | | [removed: 5,464] [added: 4,979] | | | | | | [removed: 5,420] [added: 5,464] | | |

| Cost of products | | | [removed: 1,452] [added: 1,603] | | | | | | [removed: 1,552] [added: 1,452] | | | | | | [removed: 1,607] [added: 1,552] | | |

| Cost of services and other | | | [removed: 394] [added: 435] | | | | | | [removed: 380] [added: 394] | | | | | | [removed: 363] [added: 380] | | |

| Total costs | | | [removed: 1,846] [added: 2,038] | | | | | | [removed: 1,932] [added: 1,846] | | | | | | [removed: 1,970] [added: 1,932] | | |

| Research and development | | | [removed: 919] [added: 1,007] | | | | | | [removed: 882] [added: 919] | | | | | | [removed: 841] [added: 882] | | |

| Selling, general and administrative | | | [removed: 1,395] [added: 1,474] | | | | | | [removed: 1,307] [added: 1,395] | | | | | | [removed: 1,283] [added: 1,307] | | |

| Other operating expense (income), net | | | [removed: (14)] [added: (20)] | | | | | | [removed: (15)] [added: (14)] | | | | | | [removed: (8)] [added: (15)] | | |

| Total costs and expenses | | | [removed: 4,146] [added: 4,499] | | | | | | [removed: 4,106] [added: 4,146] | | | | | | [removed: 4,086] [added: 4,106] | | |

| Income from operations | | | [removed: 833] [added: 876] | | | | | | [removed: 1,358] [added: 833] | | | | | | [removed: 1,334] [added: 1,358] | | |

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

| Interest expense | | | [removed: (84)] [added: (96)] | | | | | | [removed: (78)] [added: (84)] | | | | | | [removed: (79)] [added: (78)] | | |

OSG and PowerArtist are wholly-owned subsidiaries whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent less than 1% and 1% of total assets, respectively and less than 1% and 1% of total revenues, respectively, of the related consolidated financial statement amounts as of and for the year ended October 31, 2025.

As described in Note 2 to the consolidated financial statements, on October 15, 2025, the Company completed the acquisition of the entire share capital of Spirent for $1,564 million.

In addition, the Company recorded developed technology of $295 million as assets held for sale in connection with the divestiture of those assets that occurred on October 16, 2025.

Developed technology was valued using the relief from royalty method and customer relationships were valued using the multi-period excess earnings method.

Significant assumptions related to developed technology included royalty rate, obsolescence rate, revenue growth rate, earnings before interest and taxes, discount rate, and total operating expenses.

The principal considerations for our determination that performing procedures relating to the valuation of developed technology and certain customer relationships acquired in the acquisition of Spirent is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the developed technology and certain customer relationships acquired; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to (a) the royalty rate and obsolescence rate for the developed technology classified as other intangible assets, (b) the obsolescence rate and discount rate for the developed technology classified as assets held for sale, and (c) the customer attrition rate and developed technology royalty rate for the customer relationships; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

assumptions for the developed technology and (b) the customer attrition rate and developed technology royalty rate assumption for the customer relationships.

*Acquisition of the OSG Business – Valuation of Developed Technology*

As described in Note 2 to the consolidated financial statements, on October 17, 2025, the Company acquired the OSG business for $581 million.

Of the acquired other intangible assets, $180 million was recorded related to developed technology.

Developed technology was valued using the relief from royalty method.

Significant assumptions related to developed technology included royalty rate, obsolescence rate, revenue growth rate, earnings before interest and taxes, discount rate, and total operating expenses.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements.

These procedures included testing the effectiveness of controls relating to the acquisition accounting, including controls over management’s valuation of the developed technology 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 acquired; (iii) evaluating the appropriateness of the relief from royalty method used by management; and (iv) evaluating the reasonableness of the significant assumptions used by management related to the royalty rate and obsolescence rate.

Professionals with specialized skill and knowledge were used to assist in evaluating the (i) appropriateness of the relief from royalty method and (ii) the reasonableness of the royalty rate and obsolescence rate assumptions.

| Net income from continuing operations, net of income taxes | | | 869 | | | | | | 614 | | | | | | 1057 | | |

| Net loss from discontinued operations, net of income taxes | | | (19) | | | | | | — | | | | | | — | | |

| Net income per share from continuing operations | | | $ | 5.04 | | | | | $ | 3.53 | | | | | $ | 5.95 | |

| Net loss per share from discontinued operations | | | (0.11) | | | | | | — | | | | | | — | | |

| Net income per share from continuing operations | | | $ | 5.02 | | | | | $ | 3.51 | | | | | $ | 5.91 | |

| Net loss per share from discontinued operations | | | (0.11) | | | | | | — | | | | | | — | | |

| Gain on sale of investments | | | (21) | | | | | | — | | | | | | — | | |

| Unrealized loss (gain) on investments in equity securities | | | (93) | | | | | | (8) | | | | | | (5) | | |

| Income taxes receivable | | | 105 | | | | | | (202) | | | | | | (4) | | |

| Proceeds from divestiture | | | 399 | | | | | | — | | | | | | — | | |

| Proceeds from sale of investments | | | 30 | | | | | | 11 | | | | | | — | | |

| Balance as of October 31, 2025 | | | 202,080 | | | | | | $ | 2 | | | | | $ | 2,851 | | | | | (30,813) | | | | | | $ | (3,799) | | | | | $ | 7,075 | | | | | $ | (248) | | | | | $ | — | | | | | $ | 5,881 | |

There was no non-controlling interest for the years ended October 31, 2025 and 2023.

If a loss is reasonably possible but not probable, or if the amount cannot be reasonably estimated, we disclose the nature of the contingency and, where practicable, an estimate of the possible loss or range of loss.

We review IPR&D for impairment annually or whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable.

rates that approximate average exchange rates.

We adopted this guidance during 2025 (see Note 16).

ACQUISITIONS AND DIVESTITURES

Acquisition of Spirent Communications plc

On October 15, 2025, we completed the acquisition of the entire share capital of Spirent Communications plc (“Spirent”) for $1,564 million, using existing cash, which reflects cash consideration of 199 pence (pounds sterling) per Spirent share, and includes $14 million consideration for outstanding awards and unvested options under Spirent’s compensation plans.

Total purchase consideration was determined as follows:

| | | | | | | | | |

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

| Cash consideration, net of cash acquired, outstanding awards, and currency impact | | | | | | $ | 1,415 | |

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

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

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

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

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.

December 17, 2024

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

| Basic | | | $ | 3.53 | | | | | $ | 5.95 | | | | | $ | 6.23 | |

| Diluted | | | $ | 3.51 | | | | | $ | 5.91 | | | | | $ | 6.18 | |

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

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

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

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

| Purchase of investments | | | (11) | | | | | | (7) | | | | | | (33) | | |

| Proceeds from issuance of long-term debt | | | 599 | | | | | | — | | | | | | — | | |

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

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Custom solutions provide the customer with a combination of hardware, software and professional services to meet customers' unique specifications and are accounted for as one performance obligation.

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This ASU will have no impact on our results of operations, cash flows or financial condition.

We will apply the amendments in this ASU retrospectively to all prior period disclosures presented in the financial statements upon adoption.

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During the second quarter of fiscal year 2024, the company decreased the deferred tax liability and goodwill by $8 million primarily for a timing difference in the recognition of research and development expenses.

During the third quarter of fiscal year 2024, the company increased income and other taxes payable and other long-term liabilities by $3 million and $5 million, respectively, offset against goodwill, primarily for tax liabilities and uncertain tax positions.

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2023 Acquisitions

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

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

The identified intangible assets primarily consist of developed technology of $41 million, customer relationships of $13 million and backlog of $2 million.

The estimated useful lives of developed technology range between 6 to 7 years, customer relationships is 6 years, and backlog is 3 years.

Goodwill for the acquisition was assigned to the CSG and EISG operating segments using the relative fair value allocation approach.

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: 2024,] [added: 2025,] 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: 2024,] [added: 2025,] 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: 2024.][added: 2025.]

Management excluded [removed: ESI Group, Riscure,] [added: Spirent, OSG,] and [removed: AnaPico] [added: PowerArtist] from its assessment of the effectiveness of the company’s internal control over financial reporting as of October 31, [removed: 2024.][added: 2025.]

[removed: ESI Group] [added: Spirent] constituted approximately [removed: 1%] [added: 3%] of total assets and [removed: approximately 3%] [added: less than 1%] of total revenues, while [removed: Riscure] [added: OSG] and [removed: AnaPico each] [added: PowerArtist] constituted less than 1% of total assets and total revenues for the year ended October 31, [removed: 2024.][added: 2025.]

The effectiveness of our internal control over financial reporting as of October 31, [removed: 2024] [added: 2025] 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: 2024] [added: 2025] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

The company completed the acquisition of Spirent Communications plc (“Spirent”) on October 15, 2025 and Synopsys Inc.’s Optical Solutions Group (“OSG”) and Ansys Inc.’s PowerArtist RTL business (“PowerArtist”) from Ansys, Inc. on October 17, 2025.

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.

During the three months ended October 31, [removed: 2024,] [added: 2025,] none of our officers or 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 S-K.

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

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

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, [removed: contractors] [added: 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 [removed: The Nasdaq Stock Market] [added: applicable] listing standards.

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 [removed: Policy attached hereto] [added: Policy, which was filed with the Securities and Exchange Commission on December 17, 2024] as Exhibit [removed: 19.1.][added: 19.1 to our Annual Report on Form 10-K.]

The additional information required by this item is included in our Proxy Statement [removed: 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.

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The following table summarizes information about our equity compensation plans as of October 31, [removed: 2024.][added: 2025.]

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

| Equity compensation plans approved by security holders (1)(2)(3) | | | [removed: 2,130,073] [added: 2,362,466] | | | | | | $ | [removed: 31] [added: —] | | | | | [removed: 26,882,876] [added: 25,341,887] | | |

The number of securities remaining available for future issuance in column (c) includes [removed: 17,820,022] [added: 17,322,109] 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 [removed: Code (“ESPP”).][added: Code.]

The number of securities remaining available for future issuance in column (c) is before the issuance of shares of common stock to participants in consideration of the aggregate participant contribution under the ESPP totaling [removed: $30] [added: $32] million as of October 31, [removed: 2024.][added: 2025.]

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

As of October 31, [removed: 2024, 9,062,854] [added: 2025, 8,019,778] shares were available for future awards under the 2014 Stock Plan.

| Total | | | 2,362,466 | | | | | | $ | — | | | | | 25,341,887 | | |

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

* Additions include current-year additions charged to expense and current-year build due to increases in net deferred tax assets, return to provision true-ups, [removed: other adjustments] [added: purchase accounting,] and Other Comprehensive Income (“OCI”) impact to deferred taxes.

Deductions include current-year releases credited to expense and current-year reductions due to decreases in net deferred tax assets, return to provision true-ups, other [removed: adjustments] [added: adjustments,] and OCI impact to deferred taxes.

| [removed: 3.2] [added: 3.4] | | | | | | [Amended and Restated Bylaws of Keysight Technologies, Inc.](https://www.sec.gov/Archives/edgar/data/1601046/000110465914076024/a14-23444_1ex3d2.htm) | | | | | | 8-K | | | | | | 11/3/2014 | | | | | | 3.2 | | | | | | | | |

| [removed: 10.23] [added: 3.2] | | | | | | [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 | | | | | | | | |

| [removed: 10.24] [added: 3.3] | | | | | | [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 | | | | | | | | |

| [removed: 10.25] [added: 10.23] | | | | | | [Keysight Technologies, Inc. 2014 Equity and Incentive Compensation Plan (As Amended and Restated Effective on March 21, 2024)*](https://www.sec.gov/Archives/edgar/data/0001601046/000160104624000043/keys-04302024xex101.htm) | | | | | | 10-Q | | | | | | 5/31/2024 | | | | | | 10.1 | | | | | | | | |

| [removed: 10.26] [added: 10.24] | | | | | | [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 | | | | | | | | |

| [removed: 10.27] [added: 10.25] | | | | | | [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 | | | | | | | | |

| [removed: 10.28] [added: 10.26] | | | | | | [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 | | | | | | | | |

| [removed: 10.29] [added: 10.27] | | | | | | [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 | | | | | | | | |

| [removed: 10.30] [added: 10.28] | | | | | | [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 | | | | | | | | |

| 19.1 | | | | | | [Keysight Technologies, [removed: 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)] [added: Inc. Insider Trading Policy](https://www.sec.gov/Archives/edgar/data/1601046/000160104624000159/keys-10312024xexx191.htm)] | | | | | | [added: 10-K] | | | | | | [added: 12/17/2024] | | | | | | [added: 19.1] | | | | | | [removed: X] | | |

| 97 | | | | | | [Keysight Technologies, Inc. Compensation Recovery [removed: Policy](https://www.sec.gov/Archives/edgar/data/1601046/000160104624000159/keys-10312024xexx97.htm)] [added: Polic](https://www.sec.gov/Archives/edgar/data/1601046/000160104624000159/keys-10312024xexx97.htm)[y](https://www.sec.gov/Archives/edgar/data/1601046/000160104624000159/keys-10312024xexx97.htm)[*](https://www.sec.gov/Archives/edgar/data/1601046/000160104624000159/keys-10312024xexx97.htm)] | | | | | | [added: 10-K] | | | | | | [added: 12/17/2024] | | | | | | [added: 97] | | | | | | [removed: X] | | |

| 21.1 | | | | | | [Subsidiaries of Keysight Technologies, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1601046/000160104624000159/keys-10312024xexx211.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1601046/000160104625000127/keys-10312025xexx211.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 23.1 | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/1601046/000160104624000159/keys-10312024xexx231.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/1601046/000160104625000127/keys-10312025xexx231.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 24.1 | | | | | | [Powers of Attorney. Contained in the signature page of this Annual Report on Form [removed: 10-K.](#ibc722b37543e4fb0aaa0440c12452993_238)] [added: 10-K.](#i51557b3db3da4aa7a0bb8fe70a23d6c0_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/1601046/000160104624000159/keys-10312024xexx311.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1601046/000160104625000127/keys-10312025xexx311.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/1601046/000160104624000159/keys-10312024xexx312.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1601046/000160104625000127/keys-10312025xexx312.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 32.1 | | | | | | [Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes‑Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1601046/000160104624000159/keys-10312024xexx321.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1601046/000160104625000127/keys-10312025xexx321.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 32.2 | | | | | | [Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes‑Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1601046/000160104624000159/keys-10312024xexx322.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1601046/000160104625000127/keys-10312025xexx322.htm)] | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| 2025 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Tax valuation allowance | | | | | | $ | 218 | | | | | $ | 287 | | | | | $ | (8) | | | | | $ | 497 | |

The increase in valuation allowance in 2025 as compared to 2024 relates to net operating losses in Luxembourg, capital losses, and net operating losses in the U.K. as well as California research credits from acquired entities that are subject to limitations in the amount that can be utilized in future years.

| 4.7 | | | | | | [Second Supplemental Indenture, dated as of April 17, 2025, between Keysight Technologies, Inc. and US. Bank Trust Company, National Association, as Trustee.](https://www.sec.gov/Archives/edgar/data/1601046/000119312525084343/d890455dex42.htm) | | | | | | 8-K | | | | | | 4/17/2025 | | | | | | 4.2 | | | | | | | | |

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

| Tax valuation allowance | | | | | | $ | 231 | | | | | $ | — | | | | | $ | (7) | | | | | $ | 224 | |

Date: December 17, [removed: 2024][added: 2025]

Li and [removed: JoAnn Juskie,] [added: Krysta Behrens De Lima,] or any of them, his or her attorneys-in-fact, for such person in any and all capacities, to sign any amendments to this report and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that any of said attorneys-in-fact, or substitute or substitutes, may do or cause to be done by virtue hereof.

| /s/ RONALD S. NERSESIAN | | | | | | Chairman of the Board | | | | | | December 17, [removed: 2024] [added: 2025] | | |

| /s/ SATISH C. DHANASEKARAN | | | | | | President and Chief Executive Officer | | | | | | December 17, [removed: 2024] [added: 2025] | | |

| /s/ NEIL P. DOUGHERTY | | | | | | Executive Vice President and Chief Financial Officer | | | | | | December 17, [removed: 2024] [added: 2025] | | |

| /s/ LISA M. POOLE | | | | | | Vice President and Corporate Controller | | | | | | December 17, [removed: 2024] [added: 2025] | | |

| /s/ JAMES G. CULLEN | | | | | | Director | | | | | | December 17, [removed: 2024] [added: 2025] | | |

| /s/ CHARLES J. DOCKENDORFF | | | | | | Director | | | | | | December 17, [removed: 2024] [added: 2025] | | |

| /s/ RICHARD P. HAMADA | | | | | | Director | | | | | | December 17, [removed: 2024] [added: 2025] | | |

| /s/ MICHELLE J. HOLTHAUS | | | | | | Director | | | | | | December 17, [removed: 2024] [added: 2025] | | |

| /s/ PAUL A. LACOUTURE | | | | | | Director | | | | | | December 17, [removed: 2024] [added: 2025] | | |

| /s/ JEAN M. NYE | | | | | | Director | | | | | | December 17, [removed: 2024] [added: 2025] | | |

| /s/ JOANNE B. OLSEN | | | | | | Director | | | | | | December 17, [removed: 2024] [added: 2025] | | |