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Item 8. Financial Statements and Supplementary Data

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Item 8. Financial Statements and Supplementary Data

Index to Consolidated Financial StatementsPage
Consolidated Financial Statements:
Report of Independent Registered Public Accounting Firm (PCAOB ID: 238)54
Consolidated Statement of Operations for each of the three years in the period ended October 31, 202557
Consolidated Statement of Comprehensive Income for each of the three years in the period ended October 31, 202558
Consolidated Balance Sheet at October 31, 2025 and 202459
Consolidated Statement of Cash Flows for each of the three years in the period ended October 31, 202560
Consolidated Statement of Equity for each of the three years in the period ended October 31, 202561
Notes to Consolidated Financial Statements62

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Keysight Technologies, Inc.

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Keysight Technologies, Inc. and its subsidiaries (the "Company") as of October 31, 2025 and 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, 2025, including the related notes and schedule of valuation and qualifying accounts for each of the three years in the period ended October 31, 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, 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, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended October 31, 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, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

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 Ansys, Inc.'s PowerArtist RTL business (“PowerArtist”) from its assessment of internal control over financial reporting as of October 31, 2025, because they were acquired by the Company in purchase business combinations during 2025. We have also excluded Spirent, OSG and PowerArtist from our audit of internal control over financial reporting. 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 3% and less than 1%, respectively, of the related consolidated financial statement amounts as of and for the year ended October 31, 2025. 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.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. 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.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) 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 matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Acquisition of Spirent – Valuation of Developed Technology and Certain Customer Relationships

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. Of the acquired other intangible assets, $370 million was recorded related to developed technology and $145 million was recorded related to customer relationships. 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. Significant assumptions related to customer relationships included customer attrition rate, developed technology royalty 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.

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 and certain customer relationships acquired. These procedures also included, among others (i) reading the purchase and divestiture agreements; (ii) testing management’s process for developing the fair value estimate of the developed technology and certain customer relationships acquired; (iii) evaluating the appropriateness of the relief from royalty and multi-period excess earnings methods used by management; (iv) testing the completeness and accuracy of the underlying data used in the relief from royalty and multi-period excess earnings methods; and (v) evaluating the reasonableness of the significant assumptions used by management 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. Evaluating management’s assumption related to the customer attrition rate for the customer relationships involved considering (i) the current and past performance of the Spirent business and (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 (i) appropriateness of the relief from royalty and multi-period excess earnings methods and (ii) the reasonableness of (a) the royalty rate, obsolescence rate, and discount rate

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.

The principal considerations for our determination that performing procedures relating to the valuation of developed technology acquired in the acquisition of 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 acquired; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to the royalty rate and obsolescence rate; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

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.

/s/ PricewaterhouseCoopers LLP

San Jose, California

December 17, 2025

We have served as the Company’s auditor since 2013.

KEYSIGHT TECHNOLOGIES, INC.

CONSOLIDATED STATEMENT OF OPERATIONS

(in millions, except per share data)

Year Ended October 31,
202520242023
Revenue:
Products$4,063$3,717$4,336
Services and other1,3121,2621,128
Total revenue5,3754,9795,464
Costs and expenses:
Cost of products1,6031,4521,552
Cost of services and other435394380
Total costs2,0381,8461,932
Research and development1,007919882
Selling, general and administrative1,4741,3951,307
Other operating expense (income), net(20)(14)(15)
Total costs and expenses4,4994,1464,106
Income from operations8768331,358
Interest income10281102
Interest expense(96)(84)(78)
Other income (expense), net20035(25)
Income from continuing operations before taxes1,0828651,357
Provision for income tax213251300
Net income from continuing operations, net of income taxes8696141057
Net loss from discontinued operations, net of income taxes(19)——
Net income$850$614$1,057
Basic net income (loss) per share:
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$4.93$3.53$5.95
Diluted net income (loss) per share:
Net income per share from continuing operations$5.02$3.51$5.91
Net loss per share from discontinued operations(0.11)——
Net income per share$4.91$3.51$5.91
Weighted average shares used in computing net income (loss) per share:
Basic172174178
Diluted173175179

The accompanying notes are an integral part of these consolidated financial statements.

KEYSIGHT TECHNOLOGIES, INC.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(in millions)

Year Ended October 31,
202520242023
Net income$850$614$1,057
Other comprehensive income (loss):
Gains (losses) on derivative instruments, net of tax benefit (expense) of $(1), $(2) and $457(15)
Amounts reclassified into earnings related to derivative instruments, net of tax benefit (expense) of $3, $4 and $1(12)(7)(6)
Foreign currency translation, net of tax benefit (expense) of zero703118
Net defined benefit pension cost and post-retirement plan costs:
Change in net actuarial loss, net of tax benefit (expense) of $(7), $(14) and $105373(9)
Change in net prior service cost, net of tax benefit of zero, zero and zero—(2)—
Other comprehensive income (loss)116102(12)
Total comprehensive income$966$716$1,045

The accompanying notes are an integral part of these consolidated financial statements.

KEYSIGHT TECHNOLOGIES, INC.

CONSOLIDATED BALANCE SHEET

(in millions, except par value and share data)

October 31,
20252024
ASSETS
Current assets:
Cash and cash equivalents$1,873$1,796
Accounts receivable, net939857
Inventory1,0501,022
Other current assets486582
Total current assets4,3484,257
Property, plant and equipment, net795774
Operating lease right-of-use assets236234
Goodwill3,4242,388
Other intangible assets, net1,304607
Long-term investments211110
Long-term deferred tax assets373378
Other assets610521
Total assets$11,301$9,269
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable$355$313
Employee compensation and benefits399295
Deferred revenue652561
Income and other taxes payable20790
Operating lease liabilities5143
Other accrued liabilities186125
Total current liabilities1,8501,427
Long-term debt2,5341,790
Retirement and post-retirement benefits7581
Long-term deferred revenue232206
Long-term operating lease liabilities193197
Other long-term liabilities536463
Total liabilities5,4204,164
Commitments and contingencies (Note 14)
Stockholders' equity:
Preferred stock; $0.01 par value; 100 million shares authorized; none issued and outstanding——
Common stock; $0.01 par value; 1 billion shares authorized; 202 million and 201 million shares issued, respectively22
Treasury stock, at cost; 30.8 million shares and 28.4 million shares, respectively(3,799)(3,422)
Additional paid-in-capital2,8512,664
Retained earnings7,0756,225
Accumulated other comprehensive loss(248)(364)
Total stockholders' equity5,8815,105
Total liabilities and equity$11,301$9,269

The accompanying notes are an integral part of these consolidated financial statements.

KEYSIGHT TECHNOLOGIES, INC.

CONSOLIDATED STATEMENT OF CASH FLOWS

(in millions)

Year Ended October 31,
202520242023
Cash flows from operating activities:
Net income$850$614$1,057
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation131126120
Amortization14514492
Share-based compensation162137135
Deferred tax expense (benefit)(116)268(3)
Excess and obsolete inventory-related charges433527
Gain on sale of investments(21)——
Unrealized loss (gain) on investments in equity securities(93)(8)(5)
Other non-cash expenses (income), net674
Changes in assets and liabilities, net of effects of businesses acquired and divested:
Accounts receivable237114
Inventory(24)(49)(148)
Accounts payable2626(62)
Employee compensation and benefits47(36)(43)
Deferred revenue35(12)61
Income taxes payable10530(40)
Interest rate swap agreement termination proceeds——107
Income taxes receivable105(202)(4)
Other assets and liabilities(15)(99)96
Net cash provided by operating activities1,4091,0521,408
Cash flows from investing activities:
Investments in property, plant and equipment(128)(154)(197)
Proceeds from government incentives171
Acquisitions of businesses and intangible assets, net of cash acquired(2,022)(681)(85)
Proceeds from divestiture399——
Proceeds from sale of investments3011—
Other investing activities(7)(2)(7)
Net cash used in investing activities(1,727)(819)(288)
Cash flows from financing activities:
Proceeds from issuance of common stock under employee stock plans636667
Payment of taxes related to net share settlement of equity awards(39)(31)(49)
Acquisition of non-controlling interests—(458)—
Treasury stock repurchases, including excise tax payments(377)(443)(702)
Proceeds from issuance of long-term debt748599—
Repayment of debt—(624)—
Debt issuance costs(8)(12)—
Other financing activities(2)(10)(3)
Net cash provided by (used in) financing activities385(913)(687)
Effect of exchange rate movements96(2)
Net increase (decrease) in cash, cash equivalents, and restricted cash76(674)431
Cash, cash equivalents, and restricted cash at beginning of year1,8142,4882,057
Cash, cash equivalents, and restricted cash at end of year$1,890$1,814$2,488
Supplemental cash flow information:
Interest payments$77$75$75
Income tax paid, net$120$146$343
Investments in property, plant and equipment included in accounts payable$21$19$30

The accompanying notes are an integral part of these consolidated financial statements.

KEYSIGHT TECHNOLOGIES, INC.

CONSOLIDATED STATEMENT OF EQUITY

(in millions, except number of shares in thousands)

Common StockTreasury Stock
Number of SharesPar ValueAdditional Paid-in CapitalNumber of SharesTreasury Stock at CostRetained EarningsAccumulated Other Comprehensive LossNon-controlling InterestsTotal Stockholders' Equity
Balance as of October 31, 2022198,569$2$2,333(20,536)$(2,274)$4,554$(454)$—$4,161
Net income—————1,057——1,057
Other comprehensive income (loss), net of tax——————(12)—(12)
Issuance of common stock1,202—67—————67
Taxes related to net share settlement of equity awards——(49)—————(49)
Share-based compensation——136—————136
Repurchase of common stock———(4,913)(706)———(706)
Balance as of October 31, 2023199,77122,487(25,449)(2,980)5,611(466)—4,654
Net income—————614—4618
Other comprehensive income (loss), net of tax——————102—102
ESI Group acquisition———————458458
Issuance of common stock1,237—66—————66
Taxes related to net share settlement of equity awards——(31)—————(31)
Share-based compensation——138—————138
Repurchase of common stock, including excise tax———(2,975)(442)———(442)
Acquisition of non-controlling interests——4————(462)(458)
Balance as of October 31, 2024201,00822,664(28,424)(3,422)6,225(364)—5,105
Net income—————850——850
Other comprehensive income (loss), net of tax——————116—116
Issuance of common stock1,072—63—————63
Taxes related to net share settlement of equity awards——(39)—————(39)
Share-based compensation——163—————163
Repurchase of common stock, including excise tax———(2,389)(377)———(377)
Balance as of October 31, 2025202,080$2$2,851(30,813)$(3,799)$7,075$(248)$—$5,881

The accompanying notes are an integral part of these consolidated financial statements.

KEYSIGHT TECHNOLOGIES, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. OVERVIEW, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Overview. Keysight Technologies, Inc. (“we,” “us,” “Keysight” or the “company”), incorporated in Delaware on December 6, 2013, is a global innovator in the computing, communications and electronics markets, committed to advancing our customers’ business success by helping them solve critical challenges in the development and commercialization of their products and services. Our mission, “accelerating innovation to connect and secure the world,” speaks to the value we provide our customers in a world of ever-increasing technological complexity. We deliver this value through a broad range of design and test solutions that address the critical challenges our customers face in bringing their innovations to market on ever-shorter schedules.

Basis of Presentation. We have prepared the accompanying financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and in conformity with generally accepted accounting principles in the U.S. (“GAAP”). Our fiscal year end is October 31. Unless otherwise stated, all years and dates refer to our fiscal year.

Management is responsible for the fair presentation of the accompanying consolidated financial statements, prepared in accordance with GAAP, and has full responsibility for their integrity and accuracy. In the opinion of management, the accompanying consolidated financial statements contain all normal and recurring adjustments necessary to present fairly our consolidated balance sheet, consolidated statement of operations, consolidated statement of comprehensive income, consolidated statement of cash flows, and consolidated statement of equity.

Principles of consolidation. The consolidated financial statements include the accounts of the company and our wholly- and majority-owned subsidiaries. All significant inter-company transactions have been eliminated. There was no non-controlling interest for the years ended October 31, 2025 and 2023. The consolidated financial statements for the year ended October 31, 2024 reflect the impact of non-controlling interests. Non-controlling interests did not have a significant impact on the consolidated results of operations; therefore, net income attributable to non-controlling interests for the year ended October 31, 2024 of $4 million is not presented separately and is included in “other income (expense), net” in the consolidated statements of operations.

Use of Estimates. The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in our consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and various other assumptions believed to be reasonable. Although these estimates are based on management's knowledge of current events and actions that may impact the company in the future, actual results may be different from the estimates. We are not aware of any specific event or circumstance that would require an update to our estimates or judgments or a revision of the carrying value of our assets or liabilities as of October 31, 2025. Our critical accounting policies are those that affect our financial statements materially and involve difficult, subjective or complex judgments by management. Those policies are revenue recognition, inventory valuation, share-based compensation, retirement and post-retirement plan assumptions, business combinations, valuation of goodwill and other intangible assets, warranty, loss contingencies, restructuring, and accounting for income taxes.

Revenue recognition. Revenue is recognized upon transfer of control of the promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. We primarily generate revenue from the sale of products (hardware and/or software), services, or a combination thereof. We enter into contracts that may involve multiple performance obligations, and we allocate the transaction price between each performance obligation on the basis of relative standalone selling price (“SSP”). Revenue is recognized net of allowances for returns and any taxes collected from customers, which are subsequently remitted to governmental authorities.

Product revenues are generated predominantly from the sale of various types of design and test software and hardware. Products consist of standalone software and hardware generally installed with software applications that are licensed on a perpetual and term basis. Our hardware products generally do not have any substantive acceptance terms that would otherwise preclude the transfer of control. Performance obligations related to our software licenses, including the license portion of our software subscriptions, grant the customer the right to use our software primarily via electronic delivery.

Service revenues consist of repair and calibration services, extended warranties, technical support for hardware and software, when-and-if available software updates and upgrades, and professional services, including installation and implementation, consulting, and training. Services include both hardware and software services. Repair and calibration services for hardware products are sold both as per-incident customer services and as customer agreements to provide such services over the contractual period. Extended warranties are optional to the customer and provide warranty on hardware products for additional years beyond the standard one-year warranty. Technical support for software and when-and-if available software updates and upgrades are sold either together with our software licenses and software subscriptions, or separately as part of our customer support programs. These are considered stand-ready performance obligations where customers benefit from the services evenly throughout the license or service period. Our professional services may be sold on a time and material basis (e.g., consulting) or on a fixed-fee basis (e.g., non-recurring engineering).

We also generate revenues from a combination of products and services (“custom solutions”), including combinations of hardware, software, software subscriptions, installation, professional services, and other support services to meet customers’ unique specifications.

For our contracts with customers, we account for individual performance obligations separately if they are distinct. Our standard payment terms are net 30 to 90 days, and we generally do not offer extended payment terms beyond one year. Our contracts typically contain various forms of variable consideration, including trade discounts, trade-in credits, rebates, and rights of return. The transaction price is allocated to the separate performance obligations based on relative SSP. SSPs for a majority of our products and services are estimated based on our established pricing practices and maximize the use of observable inputs. An observable input is the price of the good or service when it is sold as a separate item in a similar circumstance and to a similar customer as in the contract for which SSPs are being determined. We have elected to exclude from the measurement of the transaction price all taxes assessed by a governmental authority that are both imposed on and concurrent with a specific revenue-producing transaction and collected by Keysight from a customer (e.g., sales, use, value added, and some excise taxes). We have also elected to account for shipping and handling activities that occur after control of the related good transfers as fulfillment activities instead of assessing such activities as performance obligations.

Our typical performance obligations include the following:

Performance obligationWhen performance obligation is typically satisfiedWhen payment is typically dueHow standalone selling price is typically determined
Product Revenues
HardwareWhen customer obtains control of the product, typically at delivery (point in time)Within 30-90 days of shipmentEstimated based on established pricing practices or observable based on standalone sales for certain hardware products
Software licensesPrimarily upon electronic delivery of the software, and the applicable license period has begun (point in time)Within 30-90 days of the beginning of license periodEstimated based on established pricing practices or observable based on standalone sales for certain software products
Software subscriptionsRatably over the subscription period (over time)Within 30-90 days of the beginning of subscription periodEstimated based on established pricing practices
Service Revenues
Calibration contractsRatably over the service contract period (over time)Within 30-90 days of the beginning of service contract periodEstimated based on established pricing practices
Repair and calibration (per- incident)As services are performed (point in time)Within 30-90 days of invoicing for services renderedEstimated based on established pricing practices
Extended hardware warrantyRatably over the warranty period (over time)Within 30-90 days of invoicingEstimated based on established pricing practices or observable based on standalone sales of certain hardware warranty contracts
Technical support and when-and-if-available software updatesRatably over the license service contract period (over time)Within 30-90 days of the beginning of license or service contract periodEstimated based on established pricing practices or observable based on standalone sales for certain support contracts
Professional servicesAs services are performed based on measures of progress (over time) or at a point in timeWithin 30-90 days of invoicing for services renderedEstimated based on established pricing practices
Custom Solutions
Custom solutions (milestone-based; percentage-of-completion)As milestones are achieved based on transfer of control to customer (over time)Within 30-90 days of milestone achievementTransaction price, as pricing is custom and can vary significantly from contract to contract
Custom solutions (point in time)When customer obtains control of the solution, typically at delivery or customer acceptance, as defined by the contract (point in time)Within 30-90 days of delivery of solutionTransaction price, as pricing is custom and can vary significantly from contract to contract

Significant judgment is required to determine the SSP for each distinct performance obligation. Many of our contracts include multiple performance obligations with a combination of distinct products and services, maintenance and support, professional services, and/or training. For contracts with multiple performance obligations, we allocate the total transaction value to each distinct performance obligation based on relative SSP. In doing so, we consider our internal price list for each product and service, which reflects our desired profitability, based on an expected level of sales, and adjust for factors such as competition, customer relationship, discount provided in the contract, geographic location, and the products and services purchased in the arrangement. We use a range based on actual historical sales to determine whether the calculated SSP for a product or service is a fair representation of the SSP.

For capitalized contract costs, we use judgment in determining the capitalized amount and amortization period.

Our products are generally sold with a right of return, and we may provide other credits, discounts, or incentives, which are accounted for as variable consideration at the portfolio level and estimated based on historical information. Returns, credits, and discounts are estimated at contract inception and updated at the end of each reporting period as additional information becomes available to the extent that it is probable a significant reversal of the cumulative amount of revenue recognized will not occur once the variability is subsequently resolved. See Note 3, “Revenue,” for additional information.

Shipping and handling costs. Our shipping and handling costs charged to customers are included in “revenue” and the associated expense is recorded in “cost of products” for all periods presented.

Deferred revenue. We recognize contract liabilities in our consolidated balance sheet as deferred revenue, which represents the amount of service and software revenue deferred and recognized over the contractual period or as services are rendered and accepted by the customer. In addition, it includes the amount allocated to undelivered performance obligations.

Accounts receivable, net. Trade accounts receivable is recorded at the invoiced amount and does not bear interest. Such accounts receivable has been reduced by an allowance for credit losses, which is our best estimate of the amount of probable credit losses in our existing accounts receivable. We determine the allowance based on customer specific experience and the aging of such receivables, among other factors. The allowance for credit losses was approximately $12 million and $9 million, respectively, as of October 31, 2025 and 2024.

Share-based compensation. We account for share-based awards made to our employees and directors, including restricted stock units (“RSUs”), employee stock purchases made under our employee stock purchase plan (“ESPP”), employee stock option awards, and performance share awards under our Long-Term Performance (“the LTP”) Program, using the estimated grant date fair value on a straight-line basis over the requisite service period of the award. Forfeitures are recognized as they occur and are reductions from share-based compensation expense. See Note 4, “Share-Based Compensation,” for additional information.

Inventory. Inventory is valued at standard cost, which approximates actual cost computed on a first-in, first-out basis, not exceeding net realizable value. We assess the valuation of our inventory periodically and adjust the value for estimated excess and obsolete inventory based on future demand and actual usage. See Note 13, “Supplemental Financial Information,” for additional information.

Warranty. Keysight warranties on products sold through direct sales channels are primarily for one year. Warranties for products sold through distribution channels are primarily for three years. We accrue for standard warranty costs based on historical trends in warranty charges. The accrual is reviewed regularly and periodically adjusted to reflect changes in warranty cost estimates. Estimated warranty charges are recorded within “cost of products” at the time related product revenue is recognized. See Note 13, “Supplemental Financial Information,” for additional information.

We also sell extended warranties that provide warranty coverage beyond the standard warranty term. Revenue associated with extended warranties is deferred and recognized over the extended coverage period.

Loss contingencies. We accrue for probable losses from contingencies, including legal settlement costs, on an undiscounted basis when such costs are considered probable of being incurred and are reasonably estimable. We periodically evaluate available information, both internal and external, relative to such contingencies and adjust this accrual as necessary. 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.

Taxes on income. Income tax expense is based on income or loss before taxes. Deferred income taxes reflect the effect of temporary differences between asset and liability amounts that are recognized for financial reporting purposes and the amounts that are recognized for income tax purposes. These deferred taxes are measured by applying currently enacted tax laws. Valuation allowances are recognized to reduce deferred tax assets to the amount that is more likely than not to be realized.

We account for uncertainty in income taxes using a two-step approach to recognize and measure uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50 percent likely of being realized upon settlement. We make adjustments to these reserves when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate due to new information. We classify the liability for unrecognized tax benefits as current to the extent that the company anticipates payment (or receipt) of cash within one year. Interest and penalties related to uncertain tax positions are recognized in “provision for income taxes.” Given the number of years and numerous matters that remain subject to examination in various tax jurisdictions, we are unable to estimate the range of possible changes to the balance of our unrecognized tax benefits. See Note 5, “Income Taxes,” for additional information.

Business Combinations. We include the results of operations of the businesses that we acquire as of the acquisition date. We allocate the purchase price of the acquisitions to the assets acquired and liabilities assumed based on their estimated fair values, except for revenue contracts acquired, which are recognized in accordance with our revenue recognition policy. The excess of the purchase price over the estimated fair values of identifiable assets and liabilities is recorded as “goodwill.” Acquisition-related expenses are recognized separately from the business combination and are expensed as incurred. See Note 2, “Acquisitions,” for additional information.

Goodwill and other intangible assets. Goodwill is assessed for impairment on a reporting unit basis at least annually in the fourth quarter, as of September 30, after the annual update to our long-term financial forecasts, or more frequently when events and circumstances occur indicating that the recorded goodwill may be impaired. The impairment test compares the fair value of a reporting unit with its carrying amount, with an impairment charge recorded for the amount by which the carrying amount exceeds the reporting unit’s fair value up to a maximum amount of the goodwill balance for the reporting unit.

Other intangible assets with finite lives consist primarily of developed technologies, trademarks, customer relationships, non-compete agreements, and acquired backlog and are amortized using the straight-line method over estimated useful lives ranging from 1 to 12 years. We review other intangible assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate.

Other intangible assets with indefinite-lives are generally in-process research and development (“IPR&D”) intangible assets. The authoritative accounting guidance allows a qualitative approach for testing indefinite-lived intangible assets for impairment, similar to the impairment testing guidance for goodwill. It allows the option to first assess qualitative factors (events and circumstances) that could have affected the significant inputs used in determining the fair value of the indefinite-lived intangible asset. The qualitative factors assist in determining whether it is more likely than not that the indefinite-lived intangible asset is impaired. An organization may choose to bypass the qualitative assessment for any indefinite-lived intangible asset in any period and proceed directly to calculating its fair value. 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.

See Note 2, “Acquisitions,” and Note 7, “Goodwill and Other Intangible Assets,” for additional information about our goodwill and other intangible assets.

Impairment of long-lived assets. We continually monitor events and changes in circumstances that could indicate carrying amounts of long-lived assets may not be recoverable. When such events or changes in circumstances occur, we assess the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the undiscounted future cash flows is less than the carrying amount of those assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets.

Advertising. Advertising costs are expensed as incurred and were $14 million in 2025, $18 million in 2024, and $24 million in 2023.

Research and development. Costs related to the research, design, and development of our products are charged to research and development (“R&D”) expense as they are incurred.

Government assistance. Keysight receives various forms of government assistance, primarily through grants related to the development of new products and tax credits related to capital expenditures. We record proceeds from government grants when there is reasonable assurance that we will comply with the relevant conditions of the grant agreement and the grant funds will be received. Grants in recognition of specific expenses are recognized in the same period as an offset to those related expenses. Grants in form of tax credits related to capital expenditures are recognized as a reduction to property, plant and equipment with a corresponding reduction to depreciation expense over the expected useful life of the related asset.

Grants received from new or existing arrangements in 2025, 2024, and 2023 were $2 million, $8 million, and $4 million, respectively, and are included as an offset to “research and development” in the consolidated statement of operations. Grant proceeds receivable as of October 31, 2025 and 2024 were $5 million and $6 million, respectively, and are included in “other current assets” in the consolidated balance sheet. Grant proceeds received prior to Keysight meeting the conditions of the grant are included in “other accrued liabilities” and “other long-term liabilities” in the consolidated balance sheet and were $6 million as of October 31, 2025 and $4 million as of October 31, 2024. Grant income included in “other operating income (expense), net” in the consolidated statement of operations was not material for fiscal 2025, 2024, and 2023.

Tax credits related to capital expenditures reduced property, plant and equipment by $1 million and $7 million in 2025 and 2024, respectively.

Investments. Investments with readily determinable fair values are reported at fair value. Equity investments without readily determinable fair values are measured at cost with adjustments for observable changes in price or impairments. Gains or losses resulting from changes in fair value are recognized currently in earnings. The company assesses investments for impairment whenever events or changes in circumstances indicate that the carrying value of an investment may not be recoverable. There were no impairments recognized in 2025, 2024, and 2023.

Fair value of financial instruments. The carrying values of certain of our financial instruments, including cash and cash equivalents, accounts receivable, accounts payable, and other accrued liabilities, approximate fair value because of their short maturities. The fair value of long-term equity investments is determined using quoted market prices for those securities when available. For those long-term equity investments accounted for under a measurement alternative, the carrying value approximates estimated fair value. The fair value of foreign currency contracts used for hedging purposes is estimated internally by using inputs tied to active markets. These inputs, for example, interest rate yield curves, foreign exchange rates, and forward and spot prices for currencies, are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. See Note 8, “Fair Value Measurements,” for additional information.

Net income per share. Basic net income per share is computed by dividing net income by the weighted average number of common shares outstanding during the period excluding the dilutive effect of share-based awards. Diluted net income per share gives effect to all potentially dilutive common stock equivalents outstanding during the period. The dilutive effect of share-based awards is reflected in diluted net income per share by application of the treasury stock method, which includes consideration of unamortized share-based compensation expense, and the dilutive effect of in-the-money options, non-vested RSUs, LTP program awards, and potential ESPP issuances. Under the treasury stock method, the amount the employee must pay for exercising stock options and unamortized share-based compensation expense are assumed proceeds to be used to repurchase hypothetical shares. Potentially dilutive shares whose effect would have been antidilutive are excluded from the computation of diluted net income per share. See Note 6, “Net Income Per Share,” for additional information.

Cash, cash equivalents and short-term investments. We classify investments as cash equivalents if their original maturity or remaining maturity at the time of purchase is three months or less at the date of purchase. Cash equivalents are stated at cost, which approximates fair value.

Our cash and cash equivalents mainly consist of investments in institutional money market funds, short-term deposits held at major global financial institutions, and similar short duration instruments with original maturities of three months or less. We continuously monitor the creditworthiness of the financial institutions in which we invest our funds. We utilize a variety of funding strategies in an effort to ensure that our worldwide cash is available in the locations in which it is needed. Most significant international locations have access to internal funding through an offshore cash pool for working capital needs. In addition, a few locations that are unable to access internal funding have access to temporary local overdraft and short-term working capital lines of credit.

We classify investments as short-term investments if their original maturities are greater than three months and their remaining maturities are one year or less.

Concentration of credit risk. Financial instruments that potentially subject us to concentration of credit risk principally includes cash and cash equivalents, short-term and long-term investments, derivative financial instruments, and accounts receivables. Cash and cash equivalents primarily consists of money market fund investments, time deposits, and demand deposit balances. We invest in a variety of financial instruments and limit the amount of credit exposure with any one financial institution. We have a comprehensive credit policy in place and credit exposure is monitored on an ongoing basis.

Credit risk with respect to our accounts receivable is diversified due to the large number of entities comprising our customer base and their dispersion across many different industries and geographies. Credit evaluations are performed on customers requiring credit over a certain amount.

Credit risk is mitigated through collateral, such as letters of credit, bank guarantees, or payment terms like cash in advance. No single customer accounted for more than 10 percent of accounts receivable as of October 31, 2025 or 2024.

Derivative instruments. We are exposed to global foreign currency exchange rate fluctuations in the normal course of business. We enter into foreign exchange hedging contracts and primarily use forward contracts to manage financial exposures resulting from changes in foreign currency exchange rates. Foreign currency exposures include committed and anticipated revenue and expense transactions (cash flow exposure) and monetary assets and liabilities that are denominated in currencies other than the functional currency of the subsidiary (balance sheet exposure). For cash flow hedges, contracts are designated at inception as hedges of the related foreign currency exposures. We formally document all relationships between hedging instruments and hedged items, as well as our risk-management objective and strategy for undertaking various hedge transactions at the inception of the hedge. This process includes linking all derivatives that are designated as cash flow hedges to specific forecasted transactions. We also formally assess, both at the hedge’s inception and on an ongoing basis, whether the hedging instruments are highly effective in offsetting changes in cash flows of hedged items. Our foreign exchange cash flow hedging contracts have maturities based on a rolling period of up to twelve months. We do not use derivative financial instruments for speculative trading purposes.

All derivatives are recognized on the balance sheet at their fair values. For derivative instruments that are designated and qualify as cash flow hedges, changes in the value of the effective portion of the derivative instruments are recognized in accumulated other comprehensive income (loss), a component of stockholders' equity. Amounts associated with cash flow hedges are reclassified and recognized in income when either the forecast transaction occurs or it becomes probable the forecast transaction will not occur. Derivatives not designated as hedging instruments are recorded on the balance sheet at fair value, and changes in fair value are recorded in earnings in the current period. Derivative instruments are subject to master netting arrangements with the respective counterparties to allow for net settlement under certain conditions. Cash flows from derivative instruments are classified in the statement of cash flows in the same category as the cash flows from the hedged or economically hedged item, primarily in operating activities. See Note 9, “Derivatives,” for additional information.

Property, plant and equipment. Property, plant and equipment are stated at cost less accumulated depreciation. Additions, improvements, and major renewals are capitalized; maintenance, repairs, and minor renewals are expensed as incurred. When assets are retired or disposed of, the assets and related accumulated depreciation are removed from our general ledger, and the resulting gain or loss is reflected in the consolidated statement of operations. We use the straight-line method to depreciate assets. Buildings and improvements are depreciated over the lesser of their useful lives, which is generally over five years to forty years, or the remaining term of the lease; and machinery and equipment is generally depreciated over three years to ten years. See Note 13, “Supplemental Financial Information,” for additional information.

Leases. We determine whether an arrangement is a lease at inception. Operating leases are included in “operating lease right-of-use (“ROU”) assets” and “operating lease liabilities” (current and non-current) on our consolidated balance sheet. Finance leases are included in “property, plant and equipment, net,” “other accrued liabilities,” and “other long-term liabilities” in our consolidated balance sheet. Our finance lease and lessor arrangements were immaterial in 2025, 2024, and 2023.

ROU assets and lease obligations are recognized based on their present value of the future minimum lease payments over the lease term at commencement date. As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the lease term and economic environment to discount lease obligations. ROU assets also include any lease payments made and exclude lease incentives and initial direct costs incurred. We initially measure payments based on an index by using the applicable rate at lease commencement. Variable payments that do not depend on an index are not included in the lease liability and are recognized as they are incurred. See Note 10, “Leases,” for additional information.

Restructuring costs. The main component of our existing restructuring plans is related to workforce reductions and site restructuring. Workforce reduction charges are accrued when payment of benefits becomes probable and the amounts can be estimated. If the amounts and timing of cash flows from restructuring activities are significantly different from what we have estimated, the actual amount of restructuring and other related charges could be materially different, either higher or lower, than those we have recorded.

Employee compensation and benefits. Amounts owed to employees, such as accrued salary, bonuses, and vacation benefits are reported within “employee compensation and benefits” in the consolidated balance sheet. The total amount of accrued vacation benefit was $130 million and $114 million as of October 31, 2025 and 2024, respectively.

Foreign currency translation. We translate and remeasure balance sheet and statement of operations items into U.S. dollars. For those subsidiaries that operate in a local currency functional environment, all assets and liabilities are translated into U.S. dollars using current exchange rates at the balance sheet date; revenue and expenses are translated using monthly exchange

rates that approximate average exchange rates. Resulting translation adjustments are reported as a separate component of “accumulated other comprehensive income (loss)” in stockholders' equity in our consolidated balance sheet.

For those subsidiaries that operate in a U.S. dollar functional environment, foreign currency assets and liabilities are re-measured into U.S. dollars at current exchange rates except for non-monetary assets and capital accounts, which are remeasured at historical exchange rates. Revenue and expenses are generally remeasured at monthly exchange rates that approximate average exchange rates. Gains or losses from foreign currency re-measurement are included in “net income.” Net gains or losses resulting from foreign currency asset and liability remeasurement transactions are reported in “other income (expense), net” and were a $47 million gain in 2025, a $19 million gain in 2024, and a $49 million loss in 2023. See Note 9, “Derivatives” for additional information.

Retirement plans and post-retirement benefit plan assumptions. Defined benefit plan obligations are remeasured at least annually as of October 31, based on the present value of future benefit payments to reflect future benefit costs over the employees' average expected future service to Keysight based on the terms of the plans. To estimate the present value of these future payments, we are required to make assumptions using actuarial concepts within the framework of GAAP. Two critical assumptions are the discount rate and the expected long-term return on plan assets. Other important assumptions include expected future salary increases, expected future increases to benefit payments, expected retirement dates, employee turnover, retiree mortality rates, and investment portfolio composition. We evaluate these assumptions at least annually. See Note 12, “Retirement Plans and Post-Retirement Benefit Plans,” for additional information.

New Accounting Pronouncements

Accounting Standards Update (“ASU”) 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. In November 2023, the Financial Accounting Standards Board (“FASB”) issued guidance which requires us to disclose significant segment expenses and other segment items used by the Chief Operating Decision Maker (“CODM”) on an annual and interim basis as well as provide in interim periods all disclosures about a reportable segment’s profit or loss and assets that are currently required annually. Additionally, we are required to disclose the title and position of the CODM. The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. We adopted this guidance during 2025 (see Note 16).

ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. In December 2023, the FASB issued guidance which requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and modifies other income tax related disclosures. This standard is effective for fiscal years beginning after December 15, 2024. We are currently evaluating the impact of adopting this ASU on our consolidated financial statements and disclosures.

ASU 2024-03, Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. In November 2024, the FASB issued guidance which requires disclosure of additional expense information on an annual and interim basis, including the amounts of inventory purchases, employee compensation, depreciation and intangible asset amortization included within each income statement expense caption. This standard is effective for fiscal years beginning after December 15, 2026. We are currently evaluating the impact of adopting this ASU on our consolidated financial statements and disclosures.

Other amendments to GAAP that do not require adoption until a future date are not expected to have a material impact on our consolidated financial statements upon adoption.

2. ACQUISITIONS AND DIVESTITURES

2025 Acquisitions

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:

(in millions)
Cash consideration, net of cash acquired, outstanding awards, and currency impact$1,415
Consideration for share-based awards14
Cash and cash equivalents assumed upon acquisition127
Currency impact8
Total consideration$1,564

For the year ended October 31, 2025, revenue and net loss attributable to Spirent from the acquisition date was $9 million and $40 million, respectively, including the loss on discontinued operations of $19 million.

The Spirent acquisition was accounted for in accordance with the authoritative accounting guidance. The acquired assets and assumed liabilities were recorded at their estimated fair values. We determined the estimated fair values with the assistance of valuations performed by third-party specialists, discounted cash flow analysis, and estimates made by management. The acquisition of Spirent complements our position in communications test and expands our serviceable available market. These factors, among others, contributed to a purchase price in excess of the estimated fair value of Spirent's net identifiable assets acquired (see summary of net assets below), and, as a result, we have recorded goodwill in connection with this transaction.

Goodwill of $653 million and $45 million was assigned to the Communications Solutions Group (“CSG”) and Electronic Industrial Solutions Group (“EISG”) reportable segments, respectively, reflecting the expected benefits and synergies that are likely to be realized from the Spirent acquisition. We do not expect the goodwill recognized or any potential impairment charges in the future to be deductible for income tax purposes.

A portion of the overall purchase price was allocated to acquired intangible assets. Amortization expense associated with acquired intangible assets is not deductible for tax purposes. Therefore, a deferred tax liability of $168 million was established primarily for the future amortization of these intangibles and is included in “other long-term liabilities” in the table below.

The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed on the closing date:

October 15, 2025
(in millions)
Cash and cash equivalents$127
Inventory40
Accounts receivable71
Assets held for sale433
Other current assets28
Property, plant and equipment28
Operating lease right-of-use assets11
Goodwill698
Other intangible assets528
Other assets8
Total assets acquired1,972
Accounts payable(13)
Employee compensation and benefits(40)
Deferred revenue(44)
Operating lease liabilities(3)
Liabilities held for sale(34)
Other accrued liabilities(70)
Long-term deferred revenue(14)
Long-term operating lease liabilities(9)
Other long-term liabilities(181)
Net assets acquired$1,564

Assets and liabilities held for sale primarily included Spirent’s high-speed ethernet, network security, and channel emulation business lines, which were sold to Viavi Solutions Inc. (“Viavi”) in connection with satisfying the regulatory conditions set out as part of the Spirent acquisition. Assets held for sale primarily comprises goodwill of $55 million, other intangible assets of $346 million, consisting primarily of developed technology of $295 million and customer relationships of $50 million, inventory of $26 million, and other assets of $6 million allocated to the divestiture on the relative fair value basis. Developed technology and customer relationships were valued using the relief from royalty and multi-period excess earnings valuation methods, respectively. Liabilities held for sale primarily represents deferred revenue and other accruals. See “Spirent-related divestiture” below for further details.

The fair values of cash and cash equivalents, accounts receivable, other current assets, accounts payable, employee compensation and benefits, and deferred revenue were generally determined using historical carrying values given the short-term nature of these assets and liabilities. The fair values of acquired inventory, property, plant and equipment, and intangible assets were determined with the input from third-party valuation specialists. The fair values of certain other assets and liabilities were determined internally using historical carrying values and estimates made by management. In connection with the acquisition and determination of the fair values of acquired assets and assumed liabilities, the company is in the process of obtaining additional information to refine its initial fair value estimates related to income taxes, intangible assets, inventory, and property, plant and equipment. We expect to finalize this allocation in the second quarter of fiscal year 2026. As additional information becomes available, we may revise the preliminary purchase price allocation during the remainder of the measurement period (which will not exceed 12 months from the acquisition date). Any such revisions or changes may be material.

Valuation of Intangible Assets Acquired

The components of intangible assets acquired in connection with the Spirent acquisition were as follows:

Estimated Fair ValueEstimated useful lifeValuation Method
(in millions)(in years)
Developed technology$3706Relief from royalty
Customer relationships1458Multi-period excess earnings
Backlog91Multi-period excess earnings
Trademark/Tradename41Relief from royalty
Total intangible assets$528

As noted above, the intangible assets were valued using various income approach methods and significant assumptions. 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. Significant assumptions related to customer relationships included customer attrition rate, developed technology royalty rate, revenue growth rate, earnings before interest and taxes, discount rate, and total operating expenses. Similar significant assumptions were used to value developed technology and customer relationships included in assets held for sale for the Spirent-related divestiture.

Acquisition and integration costs directly related to the Spirent acquisition are included in selling, general and administrative and other income (expense), net and were $42 million for the year ended October 31, 2025. For the year ended October 31, 2025, we incurred $7 million of acquisition-related compensation expense to redeem certain of Spirent's outstanding unvested stock awards as of the date of the acquisition that were determined to relate to post-merger service periods.

Spirent-related divestiture

On October 16, 2025, we sold Spirent’s high-speed ethernet, network security, and channel emulation business lines for $399 million to Viavi, resulting in an immaterial pre-tax loss. In connection with the sale, we agreed to provide transitional services to the buyer on a short-term basis. We do not have any material continuing involvement with this business and have presented its results in discontinued operations.

The following table summarizes the selected financial information of discontinued operations:

Year ended
October 31, 2025
(in millions)
Net loss from discontinued operations before income taxes$(6)
Provision for income taxes (see Note 5, “Income Taxes”)(13)
Net loss from discontinued operations, net of income taxes$(19)

Net loss from discontinued operations before income taxes includes $5 million of acquisition-related compensation to redeem certain outstanding unvested stock awards as of the date of the acquisition that were determined to relate to post-merger service periods.

Acquisition of Synopsys’ Optical Solutions Group

On October 17, 2025, we acquired the Optical Solutions Group business (“OSG”) from Synopsys, Inc. for $581 million, using existing cash, including $3 million consideration for outstanding awards and unvested options under Synopsys’ compensation plans. For the year ended October 31, 2025, the OSG acquisition had an immaterial impact on our revenue and net earnings.

The OSG acquisition was accounted for in accordance with the authoritative accounting guidance. The acquired assets and assumed liabilities were recorded at their estimated fair values. We determined the estimated fair values with the assistance of valuations performed by third-party specialists, discounted cash flow analysis, and estimates made by management. The acquisition of OSG expands our design engineering software portfolio and computer-aided engineering capabilities, enabling customers to take innovative designs to market faster. These factors, among others, contributed to a purchase price in excess of the estimated fair value of OSG's net identifiable assets acquired (see summary of net assets below), and, as a result, we have recorded goodwill in connection with this transaction.

Goodwill of $67 million and $231 million was assigned to the CSG and EISG reportable segments, respectively, reflecting the expected benefits and synergies that are likely to be realized from the OSG acquisition. We do not expect the goodwill recognized or any potential impairment charges in the future to be deductible for income tax purposes.

The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed on the closing date:

October 17, 2025
(in millions)
Accounts receivable$15
Other current assets1
Property, plant and equipment1
Operating lease right-of-use assets2
Goodwill298
Other intangible assets275
Total assets acquired592
Deferred revenue(8)
Operating lease liabilities(1)
Long-term deferred revenue(1)
Long-term operating lease liabilities(1)
Net assets acquired$581

The fair values of accounts receivable, other current assets, and deferred revenue were generally determined using historical carrying values given the short-term nature of these assets and liabilities. The fair values of intangible assets were determined with the input from third-party valuation specialists. The fair values of certain other assets and liabilities were determined internally using historical carrying values and estimates made by management. In connection with the acquisition and determination of the fair values of acquired assets and assumed liabilities, the company is in the process of obtaining additional information to refine its initial fair value estimates related to intangible assets. We expect to finalize this allocation in the second quarter of fiscal year 2026. As additional information becomes available, we may revise the preliminary purchase price allocation during the remainder of the measurement period (which will not exceed 12 months from the acquisition date). Any such revisions or changes may be material.

Valuation of Intangible Assets Acquired

The components of intangible assets acquired in connection with the OSG acquisition were as follows:

Estimated Fair ValueEstimated useful lifeValuation Method
(in millions)(in years)
Developed technology$1806Relief from royalty
Customer relationships868Multi-period excess earnings
Backlog32Multi-period excess earnings
Trademark/Tradename11Relief from royalty
Total amortizable intangible assets270
In-process research and development5Relief from royalty
Total intangible assets$275

As noted above, the intangible assets were valued using various income approach methods and significant assumptions. 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. Significant assumptions related to customer relationships included customer attrition rate, developed technology royalty rate, revenue growth rate, earnings before interest and taxes, discount rate, and total operating expenses. The in-process research and development was valued by discounting forecasted cash flows directly related to the products expecting to result from the projects, net of returns on contributory assets. A discount rate of 11% was used to value the research and development projects to reflect the additional risks inherent in the acquired projects. The primary in-process projects acquired relate to next generation products which will be released in the near future. Total costs to complete for all OSG in-process research and development were estimated at approximately $2 million as of the close date.

Acquisition and integration costs directly related to the OSG acquisition are included in selling, general and administrative expenses and were $18 million for the year ended October 31, 2025. For the year ended October 31, 2025, we incurred $1 million of acquisition-related compensation expense to redeem certain of Synopsys’ outstanding unvested stock awards as of the date of the acquisition that were determined to relate to post-merger service periods.

Acquisition of Ansys’ PowerArtist

On October 17, 2025, we acquired PowerArtist business from Ansys, Inc. for $26 million, expanding our design engineering software portfolio and computer-aided engineering capabilities, enabling customers to take innovative designs to market faster. We recognized goodwill and other intangible assets of $2 million and $17 million, respectively, based on the preliminary allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed. Goodwill was assigned to the CSG and EISG reportable segments, reflecting the expected benefits and synergies that are likely to be realized from the acquisition. We do not expect the goodwill recognized or any potential impairment charges in the future to be deductible for income tax purposes.

2024 Acquisitions

Acquisition of ESI Group SA

On November 3, 2023, we acquired 50.6% of the share capital of ESI Group SA (“ESI Group”) for $477 million, net of cash acquired, using existing cash. During January 2024, we completed the acquisition of the remaining share capital of ESI Group for $458 million, using existing cash. The company entered into put/call agreements valued at $7 million for certain ESI Group equity awards, subject to a holding period that may extend beyond the explicit vesting period, for the right to receive a cash payment equal to the public tender offer consideration of 155 euros per share, which was fully paid as of the third quarter of fiscal year 2025. For the year ended October 31, 2024, ESI Group's net revenue was $141 million and net loss attributable to Keysight shareholders was $68 million.

The ESI Group acquisition was accounted for in accordance with the authoritative accounting guidance. The acquired assets and assumed liabilities were recorded at their estimated fair values. We determined the estimated fair values with the assistance of valuations performed by third-party specialists, discounted cash flow analysis, and estimates made by management. The acquisition of ESI Group expands our application layer portfolio with simulation capabilities that are critical to accelerate innovation in multiple end markets. These factors, among others, contributed to a purchase price in excess of the estimated fair value of ESI Group's net identifiable assets acquired (see summary of net assets below), and, as a result, we have recorded goodwill in connection with this transaction.

Goodwill was assigned to the CSG and EISG reportable segments, based on the expected benefits and synergies that are likely to be realized from the ESI Group acquisition. We do not expect the goodwill recognized or any potential impairment charges in the future to be deductible for income tax purposes.

A portion of the overall purchase price was allocated to acquired intangible assets. Amortization expense associated with acquired intangible assets is not deductible for tax purposes. Therefore, a deferred tax liability of $98 million was established primarily for the future amortization of these intangibles and is included in “other long-term liabilities” in the table below.

The following table summarizes the allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed on the closing date:

November 3, 2023
(in millions)
Cash and cash equivalents$35
Short-term investments12
Accounts receivable28
Other current assets18
Property, plant and equipment4
Operating lease right-of-use assets8
Goodwill603
Other intangible assets494
Other assets3
Total assets acquired1,205
Accounts payable(8)
Employee compensation and benefits(23)
Deferred revenue(14)
Income and other taxes payable(11)
Operating lease liabilities(3)
Other accrued liabilities(18)
Debt(24)
Retirement and post-retirement benefits(7)
Long-term operating lease liabilities(5)
Other long-term liabilities(115)
Net assets acquired$977

The fair values of cash and cash equivalents, short-term investments, accounts receivable, other current assets, accounts payable, employee compensation and benefits, and deferred revenue were generally determined using historical carrying values given the short-term nature of these assets and liabilities. The fair values of intangible assets were determined with the input from third-party valuation specialists. The fair values of property, plant and equipment and certain other liabilities were determined internally using historical carrying values and estimates made by management.

Valuation of Intangible Assets Acquired

The components of intangible assets acquired in connection with the ESI Group acquisition were as follows:

Estimated Fair ValueEstimated useful lifeValuation Method
(in millions)(in years)
Developed technology$2706Multi-period excess earnings
Customer relationships1606With and without
Backlog153Multi-period excess earnings
Trademark/Tradename22Relief from royalty
Total amortizable intangible assets447
In-process research and development47Multi-period excess earnings
Total intangible assets$494

As noted above, the intangible assets were valued using different income approach methods. The significant assumptions used to estimate the fair value of the acquired intangible assets included revenue growth rates, earnings before interest and taxes, customer attrition rate, discount rate, obsolescence rate, and total operating expenses. The in-process research and development was valued by discounting forecasted cash flows directly related to the products expecting to result from the projects, net of returns on contributory assets. A discount rate of 12% was used to value the research and development projects to reflect the additional risks inherent in the acquired projects. The primary in-process projects acquired relate to next generation products which will be released in the near future. Total costs to complete for all ESI Group in-process research and development were estimated at approximately $7 million as of the close date.

Acquisition and integration costs directly related to the ESI Group acquisition are included in research and development, selling, general and administrative, other operating expense (income), net and other income (expense), net and were $39 million for the year ended October 31, 2024. For the year ended October 31, 2024, we incurred $10 million of acquisition-related compensation expense to redeem certain of ESI Group's outstanding unvested stock awards as of the date of the acquisition that were determined to relate to post-merger service periods.

Acquisition of Riscure Holding B.V.

On February 21, 2024, we acquired all the outstanding share capital of Riscure Holding B.V. (“Riscure”) for $78 million, net of cash acquired, expanding our automated security assessment capabilities and solutions for semiconductors, embedded systems, and connected devices. We recognized goodwill and other intangible assets of $52 million and $35 million, respectively, based on the allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed. Goodwill was assigned to the CSG reportable segment, based on the expected benefits and synergies that are likely to be realized from the Riscure acquisition. We do not expect the goodwill recognized or any potential impairment charges in the future to be deductible for income tax purposes.

Acquisition of AnaPico AG

On June 12, 2024, we acquired all the outstanding share capital of AnaPico AG (“AnaPico”) for $117 million, net of cash acquired, accelerating our strategy to expand our customer base in commercial communications, automotive, aerospace, defense, and government markets. We recognized goodwill and other intangible assets of $60 million and $53 million, respectively, based on the allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed. The identified intangible assets primarily consist of developed technology of $28 million, customer relationships of $12 million, backlog of $1 million, and in-process research and development of $12 million. The estimated useful lives of developed technology is 9 years, customer relationships is 9 years, and backlog is 1 year. Goodwill was assigned to the CSG and EISG reportable segments, based on the expected benefits and synergies that are likely to be realized from the AnaPico acquisition. We do not expect the goodwill recognized or any potential impairment charges in the future to be deductible for income tax purposes.

Supplemental Pro Forma Information (Unaudited)

The following represents pro forma operating results as if Spirent and OSG had been consolidated effective at the beginning of fiscal 2024, and ESI Group had been consolidated effective at the beginning of fiscal 2023:

Year Ended October 31,
20252024
(in millions, except per-share amounts)
Net revenue$5,726$5,332
Net income$901$436
Net income per share - Basic$5.23$2.50
Net income per share - Diluted$5.20$2.49

The unaudited pro forma financial information for the fiscal years 2025 and 2024 combines the historical results of Keysight, Spirent, OSG, and ESI Group, assuming Spirent and OSG were combined as of November 1, 2023, and ESI Group was combined as of November 1, 2022. The pro forma information includes business combination accounting effects from the acquisition including amortization and depreciation charges from acquired intangible assets and property, plant and equipment, stock-based compensation expense, acquisition-related transaction costs, and tax-related effects. Gains resulting from our foreign exchange contracts to hedge the Spirent acquisition price of $51 million and $23 million were included in 2025 and 2024, respectively. Losses resulting from our foreign exchange contracts to hedge the ESI Group acquisition price of $18 million was included in 2024. The pro forma information as presented above is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of fiscal 2024.

Pro forma results of operations for other acquisitions in 2025 and 2024 have not been presented because the effects of the acquisitions were not material to the company’s financial results.

3. REVENUE

Disaggregation of Revenue

We disaggregate our revenue from contracts with customers by geographic region, end market, and timing of revenue recognition, as we believe these categories best depict how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors. Disaggregated revenue is presented for each of our reportable segments, CSG and EISG.

Year Ended October 31,
202520242023
CSGEISGTotalCSGEISGTotalCSGEISGTotal
(in millions)
Region
Americas$1,799$408$2,207$1,657$398$2,055$1,798$407$2,205
Europe537419956518416934536420956
Asia Pacific1,3908222,2121,2457451,9901,3519522,303
Total revenue$3,726$1,649$5,375$3,420$1,559$4,979$3,685$1,779$5,464
End Market
Aerospace, Defense & Government$1,238$—$1,238$1,149$—$1,149$1,250$—$1,250
Commercial Communications2,488—2,4882,271—2,2712,435—2,435
Electronic Industrial—1,6491,649—1,5591,559—1,7791,779
Total revenue$3,726$1,649$5,375$3,420$1,559$4,979$3,685$1,779$5,464
Timing of Revenue Recognition
Revenue recognized at a point in time$2,966$1,371$4,337$2,683$1,273$3,956$3,012$1,515$4,527
Revenue recognized over time7602781,0387372861,023673264937
Total revenue$3,726$1,649$5,375$3,420$1,559$4,979$3,685$1,779$5,464

Our point-in-time revenues are generated predominantly from the sale of various types of design and test software and hardware, and per-incident repair and calibration services. Perpetual software and the portion of term software subscription revenue in this category represents revenue recognized up front upon transfer of control at the time of electronic delivery. Revenue on per-incident repair and calibration services is recognized when services are performed. Over-time revenues are generated predominantly from the repair and calibration contracts, extended warranties, technical support for hardware and software, certain software subscription and Software as a Service (“SaaS”) product offerings, and professional services. Technical support for software and when-and-if available software updates and upgrades are sold either together with our software licenses and software subscriptions, including SaaS, or separately as part of our customer support programs.

Additionally, we provide custom solutions that include combinations of hardware, software, software subscriptions, installation, professional services, and other support services, and revenue may be recognized either up front on delivery or over time depending upon the terms of the contract.

Contract Balances

Contract assets

Contract assets consist of unbilled receivables and are recorded when revenue is recognized in advance of scheduled billings to our customers. These amounts are primarily related to solutions and support arrangements when transfer of control has occurred but we have not yet invoiced. The contract assets balances were $125 million and $88 million as of October 31, 2025 and October 31, 2024, respectively, and are included in “accounts receivables, net” and “other assets” in our consolidated balance sheet.

Contract costs

We capitalize direct and incremental costs incurred to acquire contracts for which the associated revenue is expected to be recognized in future periods. We have determined that certain employee and third-party representative commission programs meet the requirements to be capitalized. These costs are initially deferred and typically amortized over the term of the customer contract which corresponds to the period of benefit. Capitalized contract costs were $44 million and $35 million as of October 31, 2025 and October 31, 2024, respectively, and are included in “other current assets” and “other assets” in the consolidated balance sheet. The amortization expense associated with these capitalized costs was $63 million, $57 million, and $62 million for the years ended October 31, 2025, 2024, and 2023, respectively.

Contract liabilities

Our contract liabilities consist of deferred revenue that arises when we receive consideration in advance of providing the goods or services promised in the contract. Contract liabilities are primarily generated from customer deposits received in advance of shipments for products or rendering of services and are recognized as revenue when products are shipped and services are provided to the customer. We classify deferred revenue as current or non-current based on the timing of when we expect to recognize revenue.

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

Year Ended
October 31, 2025
(in millions)
Beginning balance$767
Deferral of revenue billed in current period, net of recognition549
Deferred revenue arising out of acquisitions73
Revenue recognized that was deferred as of the beginning of the period(513)
Foreign currency translation impact8
Ending balance$884

For the fiscal years 2025, 2024, and 2023, the revenue recognized from the contract liability balances as of October 31, 2024, 2023, and 2022 was $513 million, $541 million, and $490 million, respectively.

Remaining Performance Obligations

Our expected remaining performance obligations, excluding contracts that have an original expected duration of one year or less, was approximately $629 million as of October 31, 2025, and represents the company’s obligation to deliver products and services and obtain customer acceptance on delivered products. As of October 31, 2025, we expect to fulfill 51 percent of these remaining performance obligations in 2026, 35 percent in 2027 and 14 percent thereafter.

4. SHARE-BASED COMPENSATION

Keysight accounts for share-based awards in accordance with the provisions of the authoritative accounting guidance, which requires the measurement and recognition of compensation expense for all share-based payment awards made to our employees and directors, including RSUs, employee stock purchases made under our ESPP, employee stock option awards, and performance share awards granted to selected members of our senior management under the LTP Program, based on estimated fair values.

Description of Keysight’s Share-Based Plans

The 2014 Equity and Incentive Compensation Plan (“2014 Stock Plan”) was adopted on July 16, 2014 and became effective on November 1, 2014. It has been subsequently amended and restated multiple times by our board of directors with the most recent amendments taking effect on March 21, 2024, following stockholders approval. The maximum number of shares of common stock that may be issued under the plan is 28 million. The plan provides for the grants of awards in the form of stock options, stock appreciation rights, restricted stock, RSUs, performance-based shares and units, and cash awards. As of October 31, 2025, approximately 8 million shares were available for future awards.

RSUs under our share-based plans are granted to directors, executives, and employees. The estimated fair value of the RSUs granted under the 2014 Stock Plan is determined based on the market price of Keysight common stock on the date of

grant. RSUs generally vest, with some exceptions, at a rate of 25 percent per year over a period of four years from the date of grant.

Performance share awards under the LTP Program, administered through the 2014 Stock Plan, are granted to the company's executive officers and key employees. Participants in this program are entitled to receive unrestricted company shares after a three-year performance period, contingent upon the achievement of metrics and targets set by the Compensation and Human Capital Committee at the beginning of the performance period. These metrics may include total shareholder return (“TSR”), financial metrics like operating margin (“OM”), cost synergies, and others. For TSR-based awards the peer group comparisons are set at the beginning of the performance period, while OM targets are set each year in the first quarter of the respective year. The final payout under the LTP Program may range from zero to 200 percent of the target award based on actual performance.

The ESPP was adopted on July 16, 2014 and became effective on November 1, 2014. It was amended and restated effective March 21, 2024. The maximum number of shares of common stock that may be issued under the plan is 25 million. The ESPP allows eligible employees to contribute up to 10 percent of their base compensation to purchase shares of Keysight common stock at 85 percent of the closing market price at the purchase date.

Under our ESPP, employees purchased 497,913 shares for $62 million in 2025, 562,455 shares for $64 million in 2024, and 477,760 shares for $64 million in 2023. As of October 31, 2025, common stock authorized and available for issuance under our ESPP was 17,322,109 shares, which includes shares issued in November 2025 to participants in consideration of the aggregate contribution of $32 million as of October 31, 2025.

Impact of Share-based Compensation Awards

Share-based compensation expense has been recognized using a straight-line amortization method over the requisite service period. The impact of share-based compensation expense on our consolidated statement of operations was as follows:

Year Ended October 31,
202520242023
(in millions)
Cost of products and services$40$27$25
Research and development443838
Selling, general and administrative928073
Total share-based compensation expense$176$145$136
Income tax benefit realized from exercised stock options and similar awards$2$3$6

For 2025 and 2024, total share-based compensation expense includes $8 million and $10 million, respectively, of acquisition-related compensation to redeem certain outstanding unvested stock awards as of the date of the acquisition that were determined to relate to post-merger service periods.

Valuation Assumptions

The TSR-based performance awards were valued using a Monte Carlo simulation model, which requires the use of highly subjective and complex assumptions, including the price volatility of the underlying stock. The estimated fair value of restricted stock awards and the financial metrics-based performance awards (both OM and EPS) is determined based on the market price of Keysight’s common stock on the grant date. The compensation cost for financial metrics-based performance awards reflects the cost of awards that are probable to vest at the end of the performance period.

The following assumptions were used to estimate the fair value of TSR-based performance awards.

Year Ended October 31,
202520242023
Volatility of Keysight shares32%29%35%
Volatility of peer group31%18%25%
Price-wise correlation with peer group31%69%75%

The above assumptions reflect the impact of a change in the peer group comparison for the performance awards granted in fiscal year 2025 from the S&P 500 index to the individual constituents of the S&P 500 index.

Share-based Payment Award Activity

Non-vested Awards

The following table summarizes non-vested award activity in 2025 for our LTP Program and restricted stock unit awards:

SharesWeighted average grant date fair value per share
(in thousands)
Non-vested at October 31, 20242,123$157
Granted1,146174
Vested(804)157
Forfeited(43)159
LTP Program incremental(60)265
Non-vested at October 31, 20252,362$163

As of October 31, 2025, the unrecognized share-based compensation cost for non-vested stock awards was approximately $163 million, which is expected to be amortized over a weighted average period of 2.2 years. This includes $20 million of unrecognized compensation cost related to replacement awards that were granted to certain employees from the Spirent and OSG acquisitions to convert their unvested equity awards based on an exchange ratio as defined in the purchase agreement. Unrecognized share-based compensation cost does not include expense for financial metrics-based performance awards for which the targets have not yet been set. The total fair value of stock awards that vested in 2025, 2024, and 2023 was $132 million, $114 million, and $154 million, respectively. See Note 5, “Income Taxes,” for the tax impact on share-based award exercises and vesting.

5. INCOME TAXES

The domestic and foreign components of income before taxes are:

Year Ended October 31,
202520242023
(in millions)
U.S. operations$255$170$237
Non-U.S. operations8276951,120
Total income before taxes$1,082$865$1,357

The provision for income taxes consisted of:

Year Ended October 31,
202520242023
(in millions)
U.S. federal taxes:
Current$97$(52)$185
Deferred(17)(47)(54)
Non-U.S. taxes:
Current14731105
Deferred(29)32354
State taxes, net of federal benefit:
Current18413
Deferred(3)(8)(3)
Total provision for income taxes$213$251$300

In addition, included in net loss from discontinued operations is income tax expense of $13 million for 2025 related to the divestiture of Spirent’s high-speed ethernet, network security, and channel emulation business lines to Viavi. See Note 2, “Acquisitions,” for additional information.

The following table presents the components of the deferred tax assets and liabilities:

October 31,
20252024
(in millions)
Deferred Tax Assets
Inventory$29$27
Intangibles87127
Property, plant and equipment3229
Warranty reserves78
Pension benefits2226
Employee benefits, other than retirement3929
Net operating loss, capital loss, and credit carryforwards606307
Share-based compensation3022
Deferred revenue5648
Lease obligations5554
Hedging and currency costs11
R&D capitalization13091
Others1916
Total deferred tax assets1,113785
Tax valuation allowance(497)(218)
Total deferred tax assets less valuation allowance$616$567
Deferred Tax Liabilities
Inventory$(5)$(3)
Intangibles(236)(148)
Property, plant and equipment(20)(18)
Pension benefits(91)(82)
Employee benefits, other than retirement—(1)
Unremitted earnings of foreign subsidiaries(19)(18)
Deferred revenue(1)(1)
ROU lease assets(52)(52)
Hedging and currency costs(21)(23)
Others(14)(7)
Total deferred tax liabilities(459)(353)
Total deferred tax assets, net of deferred tax liabilities$157$214

The increase in deferred tax assets in 2025 as compared to 2024 primarily relates to additional U.K. capital losses from the Spirent acquisition and the capitalization of research and experimental expenditures for the U.S. tax filing group, partially offset by a decrease in deferred tax assets due to the amortization of intangibles in Singapore. The increase in deferred tax liabilities in 2025 as compared to 2024 primarily relates to intangible assets from the Spirent acquisition recognized in purchase accounting which are not deductible for tax purposes when amortized.

In October 2025, we completed the acquisition of Spirent. As part of purchase accounting, we recorded net deferred tax liabilities of $168 million. This consists of $286 million of valuation allowance and $168 million of deferred tax liabilities primarily related to intangibles recorded in the Spirent purchase accounting, offset by net operating loss, capital loss, and credit carryforwards of $286 million.

As of October 31, 2025, there was a deferred tax liability of $19 million for the tax liability expected to be imposed upon the repatriation of unremitted foreign earnings that are not considered indefinitely reinvested. As of October 31, 2025, the cumulative amount of undistributed earnings considered indefinitely reinvested was $105 million. No deferred tax liability has been recognized on the basis difference created by such earnings since it is our intention to indefinitely reinvest those earnings in the company’s foreign operations. The amount of the unrecognized deferred tax liability on the indefinitely reinvested earnings was $4 million.

Valuation allowances require an assessment of both positive and negative evidence when determining whether it is more likely than not that deferred tax assets are recoverable. Such assessment is required on a jurisdiction-by-jurisdiction basis.

The $497 million valuation allowances as of October 31, 2025 were mainly related 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 change in ownership limitations.

As of October 31, 2025, there were U.S. federal net operating loss carryforwards of $16 million and U.S. state net operating loss carryforwards, primarily from acquired entities, of $57 million. The U.S. federal net operating losses will expire in years beginning 2027 through 2029 if not utilized. Of the total U.S. state net operating loss carryforwards, $48 million was subject to change of ownership limitations under various state tax provisions and subject to valuation allowance. The U.S. state net operating loss carryforwards will begin to expire in 2027, which will result in an immaterial tax impact if not utilized. As of October 31, 2025, there were U.S. federal foreign tax credit carryforwards of $7 million. The U.S. federal foreign tax credits will begin to expire in 2031. Due to certain limitations, $2 million of U.S. federal foreign tax credits were subject to valuation allowance. There were U.S. state research credit carryforwards of approximately $38 million. Of the total U.S. state research credit carryforwards, $21 million are California research credits that can be carried forward indefinitely, but due to change of ownership limitations, the California research credits were subject to valuation allowance.

As of October 31, 2025, there were foreign net operating loss carryforwards of $925 million. Of the total foreign loss, $1 million will expire in 2026. The remaining loss consisted of $683 million that will expire in years beginning 2028 through 2044 if not utilized and $241 million that can be carried forward indefinitely. Of the $925 million of foreign net operating loss carryforward, $690 million is subject to a valuation allowance. As of October 31, 2025, there were foreign capital loss carryforwards of $1,195 million that can be carried forward indefinitely and $4 million of tax credits in foreign jurisdictions that can be carried forward indefinitely. The foreign capital loss carryforwards were subject to valuation allowance as we do not expect to generate income of the type required to utilize these losses. As of October 31, 2025, there were $130 million of interest deduction carryforwards that can be carried forward indefinitely.

The differences between the U.S. federal statutory income tax rate and our effective tax rate are:

Year Ended October 31,
202520242023
(in millions)
Profit before tax times statutory rate$227$182$285
State income taxes, net of federal benefit14(3)8
U.S. research credits(20)(21)(22)
U.S. officers’ compensation limitation756
Share-based compensation1272
Current U.S. tax on foreign earnings5743139
U.S. benefit on foreign sales(17)(14)(17)
Foreign earnings taxed at different rates(90)(73)(113)
Singapore incentive deferred tax rate impact—315—
Deferred taxes on foreign earnings not considered indefinitely reinvested——6
Reduction in tax reserves due to Malaysia refund—(61)—
Prior year change in potential U.S. benefit from non-U.S. tax reserves(19)35—
Change in unrecognized tax benefits27123
U.S. prior year return adjustment(4)(15)6
U.S. prior year GILTI tax deduction refund claim—(165)—
Pillar Two13——
Other, net64(3)
Provision for income taxes$213$251$300
Effective tax rate20%29%22%

The effective tax rate was 20 percent, 29 percent, and 22 percent for 2025, 2024, and 2023, respectively.

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, offset by U.S. taxes on 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.

The OECD reached agreement among certain member countries to implement a global minimum tax framework, commonly referred to as Pillar Two, which established a minimum 15 percent income tax rate. Various countries have passed legislation to comply with the Pillar Two model rules. 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 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.

The tax rate in 2024 was higher than the U.S. statutory rate primarily due to the impact of a one-time income tax charge to decrease deferred tax asset values from the Singapore statutory tax rate to an incentive tax rate, partially offset by a one-time income tax benefit related to the GILTI tax deductions for intangible asset amortization and the release of tax reserves related to Malaysia income tax assessment appeal. The tax rate in 2023 was higher than the U.S. statutory rate primarily due to the impact of U.S. tax capitalization of research and experimental expenditures, partially offset by the net impact from the proportion of worldwide earnings taxed at lower statutory tax rates in non-U.S. jurisdictions and the U.S. tax imposed on those non-U.S. jurisdictions. The increase in the effective tax rate of 7 percentage points from 2023 to 2024 was primarily due to the one-time income tax items in 2024.

Keysight benefits from tax incentives in several jurisdictions, most significantly in Singapore and Malaysia. The tax incentives provide lower rates of taxation on certain classes of income and require thresholds of investments and employment in those jurisdictions. The Singapore tax incentive expires July 31, 2029 while the Malaysia tax incentive expired on October 31, 2025. We are in the process of renewing our Malaysia tax incentive.

The calculation of our tax liabilities involves uncertainties in the application of complex tax law and regulations in a multitude of jurisdictions. Although the guidance on the accounting for uncertainty in income taxes prescribes the use of a recognition and measurement model, the determination of whether an uncertain tax position has met those thresholds requires significant judgment by management. In accordance with the guidance on the accounting for uncertainty in income taxes, for all U.S. and other tax jurisdictions, we recognize potential liabilities for anticipated tax audit issues based on our estimate of whether, and the extent to which, additional taxes and interest will be due. We include interest and penalties related to unrecognized tax positions within the provision for income taxes in the consolidated statements of operations. Accrued interest and penalties are included on the related tax liability line in the consolidated balance sheet.

The aggregate changes in the balances of our unrecognized tax benefits including all federal, state, and foreign tax jurisdictions are as follows:

Year Ended October 31,
202520242023
(in millions)
Gross balance, beginning of year$222$266$234
Additions due to acquisition—2—
Additions for tax positions related to the current year232437
Additions for tax positions from prior years2—1
Reductions for tax positions from prior years—(22)—
Settlements with taxing authorities—(45)—
Statute of limitations expirations(6)(3)(5)
Impact from currency fluctuations——(1)
Gross balance, end of year$241$222$266

As of October 31, 2025, the total amount of gross unrecognized tax benefits, excluding interest and penalties, was $241 million. Of this amount, $150 million would impact our effective tax rate.

Cumulatively, interest and penalties accrued as of 2025, 2024, and 2023 were $49 million, $38 million, and $41 million, respectively. We recognized a tax benefit for interest and penalties, related to unrecognized tax benefits in 2025 of $11 million,

which included a tax benefit of $2 million for penalties released due to statute lapses, offset by tax expense of $13 million for interest and penalties accrued in the current year. We recognized tax benefit of $6 million and tax expense of $5 million for interest and penalties related to unrecognized tax benefits in 2024 and 2023, respectively.

The open tax years for the U.S. federal income tax return and most state income tax returns are from fiscal year ending October 31, 2020 through the current tax year. For the majority of our non-U.S. entities, the open tax years are from fiscal year ending October 31, 2020 through the current tax year.

At this time, management does not believe that the outcome of any future or current examination will have a material impact on our consolidated financial statements. We believe that we have an adequate provision for any adjustments that may result from tax examinations. However, the outcome of tax examinations cannot be predicted with certainty. Given the numerous tax years and matters that remain subject to examination in various tax jurisdictions, the ultimate resolution of current and future tax examinations could be inconsistent with management’s current expectations. If that were to occur, it could have an impact on our effective tax rate in the period in which such examinations are resolved.

6. NET INCOME (LOSS) PER SHARE

The following table presents the calculation of basic and diluted net income (loss) per share:

Year Ended October 31,
202520242023
(in millions, except per-share amounts)
Net income from continuing operations, net of income taxes$869$614$1,057
Net loss from discontinued operations, net of income taxes(19)——
Net income$850$614$1,057
Basic weighted-average shares172174178
Potential common shares111
Diluted weighted-average shares173175179
Basic net income (loss) per share:
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$4.93$3.53$5.95
Diluted net income (loss) per share:
Net income per share from continuing operations$5.02$3.51$5.91
Net loss per share from discontinued operations(0.11)——
Net income per share$4.91$3.51$5.91

Potentially dilutive shares whose effect would have been antidilutive are excluded from the computation of diluted net income per share. The number of shares excluded was not material for 2025, 2024, and 2023.

7. GOODWILL AND OTHER INTANGIBLE ASSETS

The goodwill balances as of October 31, 2025, 2024, and 2023 and the movements in 2025 and 2024 for each of our reportable segments were as follows:

CSGEISGTotal
(in millions)
Goodwill at October 31, 2023$1,057$583$1,640
Foreign currency translation impact2810
Goodwill arising from acquisitions181557738
Goodwill at October 31, 20241,2401,1482,388
Foreign currency translation impact33235
Goodwill arising from acquisitions7242771,001
Goodwill at October 31, 2025$1,967$1,457$3,424

There were no impairments of goodwill during the years ended October 31, 2025, 2024, and 2023. As of October 31, 2025, 2024, and 2023, accumulated impairment losses on goodwill were $709 million as recorded within the CSG reportable segment.

Other intangible assets as of October 31, 2025 and 2024 consisted of the following:

October 31, 2025October 31, 2024
Gross Carrying AmountAccumulated AmortizationNet Book ValueGross Carrying AmountAccumulated AmortizationNet Book Value
(in millions)
Developed technology$1,987$1,099$888$1,377$1,018$359
Backlog513417372512
Trademark/Tradename4339438362
Customer relationships820442378587398189
Total amortizable intangible assets2,9011,6141,2872,0391,477562
In-Process R&D17—1745—45
Total$2,918$1,614$1,304$2,084$1,477$607

In 2025, we recognized additions to goodwill and other intangible assets of $1,001 million and $821 million, respectively, based on the preliminary allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed from the acquisitions of Spirent, OSG, and other acquisition activity. See Note 2, “Acquisitions,” for additional information. During the year ended October 31, 2025, we transferred $33 million from in-process R&D to developed technology as projects were successfully completed.

In 2024, we recognized additions to goodwill and other intangible assets of $738 million and $582 million, respectively, based on the allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed from the acquisition of ESI Group and other acquisition activity. See Note 2, “Acquisitions,” for additional information.

During the year ended October 31, 2025, other intangible assets increased $13 million due to foreign exchange translation impact. Amortization of other intangible assets was $137 million in 2025, $138 million in 2024, and $90 million in 2023. Estimated future amortization expense for our intangible assets as of October 31, 2025 is as follows:

Amortization expense
(in millions)
2026$262
2027$232
2028$229
2029$221
2030$141
Thereafter$202

Goodwill is assessed for impairment on a reporting unit basis, which is an operating segment or one level below an operating segment. We determine fair values for each of the reporting units using the market approach, when available and appropriate, or the income approach, or a combination of both. If multiple valuation methodologies are used, the results are weighted appropriately. Valuations using the market approach are derived from metrics of publicly traded comparable companies. The selections of comparable businesses are based on the markets in which our reporting units operate, giving consideration to risk profiles, size, geography, and diversity of products and services. Under the income approach, fair value is determined based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate. We use our internal forecasts to estimate future cash flows and include an estimate of long-term future growth rates based on our most recent views of the long-term outlook for each business.

During the fourth quarter of 2025, we performed our annual impairment test of goodwill for all our reporting units using a qualitative approach. Based on the results of our qualitative testing, we believe that it is more likely than not that the fair value of each reporting unit is greater than its respective carrying value.

As of October 31, 2025, we determined that no goodwill impairment exists and that the remaining goodwill is recoverable for all of our reporting units; however, there can be no assurance that goodwill will not be impaired in future periods. Estimating the fair value of reporting units requires the use of estimates and significant judgments that are based on a number of factors including actual operating results. It is possible that the judgments and estimates described above could change in future periods.

Other intangible assets with finite lives are assessed for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. No impairments of amortizable intangible assets were recorded during the years ended October 31, 2025, 2024, and 2023.

The authoritative accounting guidance allows a qualitative approach for testing indefinite-lived intangible assets for impairment, similar to the impairment testing guidance for goodwill. It allows the option to first assess qualitative factors (events and circumstances) that could have affected the significant inputs used in determining the fair value of the indefinite-lived intangible asset. The qualitative factors assist in determining whether it is more likely than not that the indefinite-lived intangible asset is impaired. An organization may choose to bypass the qualitative assessment for any indefinite-lived intangible asset in any period and proceed directly to calculating its fair value. Our indefinite-lived intangible assets are generally in-process research and development (“IPR&D”) intangible assets. No impairments of indefinite-lived intangible assets were recorded in 2025 and 2024. We had no IPR&D intangible assets as of October 31, 2023.

We review long-lived assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate.

8. FAIR VALUE MEASUREMENTS

The authoritative guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, we consider the principal or most advantageous market and assumptions that market participants would use when pricing the asset or liability.

Fair Value Hierarchy

The guidance establishes a fair value hierarchy that prioritizes inputs used in valuation techniques into three levels. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. There are three levels of inputs that may be used to measure fair value:

Level 1 — applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 — applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly, for the asset or liability, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in less active markets, or other inputs that can be derived principally from, or corroborated by, observable market data.

Level 3 — applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

Financial assets and liabilities measured at fair value on a recurring basis as of October 31, 2025 and 2024 were as follows:

October 31,
20252024
TotalLevel 1Level 2Level 3OtherTotalLevel 1Level 2Level 3Other
(in millions)
Assets:
Short-term
Cash equivalents
Money market funds$1,349$1,349$—$—$—$1,141$1,141$—$—$—
Derivative instruments (foreign exchange contracts)14—14——38—38——
Long-term
Equity investments169169———8080———
Investments - other42———4229———29
Total assets measured at fair value$1,574$1,518$14$—$42$1,288$1,221$38$—$29
Liabilities:—
Short-term
Derivative instruments (foreign exchange contracts)$8$—$8$—$—$6$—$6$—$—
Long-term
Deferred compensation liability40—40——$34—34——
Total liabilities measured at fair value$48$—$48$—$—$40$—$40$—$—

Our money market funds and equity investments with readily determinable fair values are measured at fair value using quoted market prices and, therefore, are classified within Level 1 of the fair value hierarchy. Equity and fixed income investments, or convertible notes without readily determinable fair values that are either measured at cost, adjusted for observable changes in price or impairments, or accounted for under a measurement alternative, and company-owned life insurance contracts measured at cash surrender value are not categorized in the fair value hierarchy and are presented as “investments - other” in the table above. Our deferred compensation liability is classified as Level 2 because the inputs used in the calculations are observable, although the values are not directly based on quoted market prices. Our derivative financial instruments are classified within Level 2 as there is not an active market for each hedge contract, but the inputs used to calculate the value of the instruments are tied to active markets.

Equity investments, including securities that are earmarked to pay the deferred compensation liability, are reported at fair value, with gains or losses resulting from changes in fair value recognized in earnings within “other income (expense), net” in the consolidated statement of operations. Certain derivative instruments are reported at fair value, with unrealized gains and losses, net of tax, included in “accumulated other comprehensive income (loss).”

Realized gains and losses from the sale of investments are recorded in earnings. Net realized and unrealized gain on our equity and other investments was as follows:

Year Ended October 31,
202520242023
(in millions)
Net unrealized gain on equity and other investments still held$98$15$7
Realized gain on sale of investments$21$—$—

Financial Assets and Liabilities Measured at Fair Value on a Non-Recurring Basis

Assets measured at fair value on a non-recurring basis consisted of goodwill and intangible assets. See Note 7, “Goodwill and Other Intangible Assets,” for additional information.

Goodwill

Fair value assessments of the reporting unit and the reporting unit’s net assets, which are performed for goodwill impairment tests, are considered Level 3 measurements due to the significance of unobservable inputs developed using company-specific information. In the event of performing a quantitative impairment test, we consider a market approach as well as an income approach using the discounted cash flow model to determine the fair value of the reporting unit.

Intangible Assets

Fair value of intangible assets is considered Level 3 measurements due to the significance of unobservable inputs developed using company-specific information. In the event of performing a quantitative impairment test, we utilize an income approach for estimating the fair value of intangible assets. The future cash flows used in the analysis are based on internal cash flow projections based on our long-range plans and include significant assumptions by management.

9. DERIVATIVES

We are exposed to foreign currency exchange rate fluctuations and interest rate changes in the normal course of our business. As part of our risk management strategy, we use derivative instruments, primarily forward contracts, to hedge economic and/or accounting exposures resulting from changes in foreign currency exchange rates.

Cash Flow Hedges

We enter into foreign exchange contracts to hedge our forecasted operational cash flow exposures resulting from changes in foreign currency exchange rates. These foreign exchange contracts, carried at fair value, have maturities based on a rolling period of up to twelve months. These derivative instruments are designated and qualify as cash flow hedges under the criteria prescribed in the authoritative guidance. The changes in the value of the derivative instrument included in the assessment of effectiveness are recognized in accumulated other comprehensive income and reclassified into earnings, when the forecasted transaction occurs, in the same financial statement line item in the consolidated statement of operations where the earnings effect of the hedged item is presented. If it becomes probable that the forecasted transaction will not occur, the hedge relationship will be de-designated and amounts accumulated in other comprehensive income will be reclassified into earnings in the current period. Gains and losses on the derivative instrument representing hedge components excluded from the assessment of effectiveness are amortized to earnings on a straight-line basis over the tenor of the hedge and are presented in the same financial statement line of the consolidated statement of operations where the earnings effect of the hedged item is presented.

In 2020, we entered into forward-starting interest rate swaps with an aggregate notional amount of $600 million in connection with future interest payments on the issuance of $600 million in unsecured senior notes (“2034 Senior Notes”). The contract term allowed us to lock in a treasury rate on anticipated debt issuances. These derivative instruments were designated and qualified as cash flow hedges. The changes in fair value of these derivative instruments were recognized in “accumulated other comprehensive income (loss).” In 2023, we terminated the interest rate swap agreements, resulting in a deferred gain of $107 million recognized in “accumulated other comprehensive income (loss)” that is being amortized to interest expense over the term of the 2034 Senior Notes. The remaining gain to be amortized related to the interest rate swap agreements was $95 million as of October 31, 2025.

Other Hedges

Additionally, we enter into foreign exchange contracts to hedge monetary assets and liabilities that are denominated in currencies other than the functional currency of our subsidiaries. These foreign exchange contracts are carried at fair value and do not qualify for hedge accounting treatment and are not designated as hedging instruments. Changes in value of the derivative are recognized in “other income (expense), net” in the consolidated statement of operations in the current period along with the offsetting foreign currency gain or loss on the underlying assets or liabilities.

In connection with the acquisition of Spirent, we entered into foreign exchange forward contracts to mitigate the currency exchange risk associated with the payment of the purchase price in pounds sterling. The aggregate notional amount of the currencies hedged was 1.2 billion pounds sterling. These foreign exchange contracts did not qualify for hedge accounting treatment and were not designated as hedging instruments. During the year ended October 31, 2025, the settlement of these contracts provided $74 million in cash, resulting in a gain of $51 million recorded in “other income (expense), net” in the consolidated statement of operations.

In connection with the acquisition of the ESI Group, we entered into foreign exchange forward contracts to mitigate the currency exchange risk associated with the payment of the purchase price in euros. The aggregate notional amount of the currencies hedged was 930 million euros as of October 31, 2023. These foreign exchange contracts did not qualify for hedge accounting treatment and were not designated as hedging instruments. During the year ended October 31, 2024, these foreign exchange forward contracts were settled using existing cash of $63 million, resulting in a loss of $18 million recorded in “other income (expense), net” in the consolidated statement of operations.

Our use of derivative instruments exposes us to credit risk to the extent that the counterparties may be unable to meet the terms of the agreement. We do, however, seek to mitigate such risks by limiting our counterparties to major financial institutions, which are selected based on their credit ratings and other factors. We have established policies and procedures for mitigating credit risk that include establishing counterparty credit limits, monitoring credit exposures, and continually assessing the creditworthiness of counterparties.

The number of open foreign exchange forward contracts designated as “cash flow hedges” and “not designated as hedging instruments” was 195 and 79, respectively, as of October 31, 2025. The aggregated notional amounts by currency and designation as of October 31, 2025 were as follows:

Derivatives in Cash Flow Hedging RelationshipsDerivatives Not Designated as Hedging Instruments
Forward ContractsForward Contracts
CurrencyBuy/(Sell)Buy/(Sell)
(in millions)
Euro$11$149
British Pound1216
Singapore Dollar2611
Malaysian Ringgit11917
Japanese Yen(145)(98)
Other currencies(28)60
Total$(5)$155

Derivative instruments are subject to master netting arrangements and are disclosed at their gross fair value in the consolidated balance sheet. The gross fair values and balance sheet presentation of derivative instruments held as of October 31, 2025 and 2024 were as follows:

Fair Values of Derivative Instruments
Assets DerivativesLiabilities Derivatives
Fair ValueFair Value
Balance Sheet LocationOctober 31, 2025October 31, 2024Balance Sheet LocationOctober 31, 2025October 31, 2024
(in millions)
Derivatives designated as hedging instruments:
Cash flow hedges
Foreign exchange contracts
Other current assets$9$8Other accrued liabilities$2$2
Derivatives not designated as hedging instruments:
Foreign exchange contracts
Other current assets530Other accrued liabilities64
Total derivatives$14$38$8$6

The effect of derivative instruments for foreign exchange contracts designated as hedging instruments and not designated as hedging instruments in our consolidated statement of operations was as follows:

Year Ended October 31,
202520242023
(in millions)
Derivatives designated as hedging instruments:
Cash flow hedges
Interest rate swap contracts:
Gain (loss) recognized in accumulated other comprehensive income (loss)$—$—$(26)
Foreign exchange contracts:
Gain recognized in accumulated other comprehensive income (loss)697
Gain (loss) reclassified from accumulated other comprehensive income (loss) into earnings:
Cost of products1108
Selling, general and administrative3—(1)
Interest expense111—
Gain excluded from effectiveness testing recognized in earnings based on amortization approach:
Cost of products445
Selling, general and administrative(1)(1)—
Derivatives not designated as hedging instruments:
Gain (loss) recognized in other income (expense), net$65$8$(44)

The estimated amount at October 31, 2025 expected to be reclassified from accumulated other comprehensive income (loss) to earnings within the next twelve months is a gain of $17 million.

10. LEASES

We have operating leases for items including office space, manufacturing and production locations, sales and service centers, research and development facilities, and certain equipment, primarily automobiles. Our leases have remaining terms of up to 13 years, which represent the non-cancellable periods of the leases and include extension options that are reasonably certain to be exercised. The weighted average lease term of our operating leases was 6.5 years, 7.0 years, and 7.8 years as of October 31, 2025, 2024, and 2023, respectively. The weighted average discount rate of our operating leases was 4 percent as of October 31, 2025 and 3 percent in 2024 and 2023.

The following table summarizes the components of our lease cost:

Year Ended October 31,
202520242023
(in millions)
Operating lease cost, including short-term lease cost$60$59$52
Variable lease cost$21$22$22

Sublease income and finance lease costs were immaterial for the years ended October 31, 2025, 2024, and 2023.

Supplemental information related to our operating leases was as follows:

Year Ended October 31,
202520242023
(in millions)
Cash payments for operating leases$58$56$53
ROU assets obtained in exchange for operating lease obligations$36$46$51

The maturities of our operating leases as of October 31, 2025 with initial terms exceeding one year were as follows:

Operating Leases
(in millions)
2026$60
202749
202839
202932
203027
Thereafter67
Total undiscounted lease liability274
Imputed interest30
Total discounted lease liability$244

As of October 31, 2025, we did not have material leases that have not yet commenced.

Rental income from the lease of excess facilities was $10 million for the years ended October 31, 2025, 2024, and 2023. It is included in “other operating expense (income), net.” Other lessor arrangements were immaterial.

11. DEBT

The following table summarizes the components of our debt:

October 31,
20252024
(in millions)
2027 Senior Notes at 4.60% ($700 face amount less unamortized costs of $1 and $2)$699$698
2029 Senior Notes at 3.00% ($500 face amount less unamortized costs of $2 and $2)498498
2030 Senior Notes at 5.35% ($750 face amount less unamortized costs of $7)743—
2034 Senior Notes at 4.95% ($600 face amount less unamortized costs of $6 and $6)594594
Total Debt$2,534$1,790

Senior Notes

2027 Senior Notes

In April 2017, the company issued an aggregate principal amount of $700 million in unsecured senior notes (“2027 Senior Notes”). The 2027 Senior Notes were issued at 99.873 percent of their principal amount. The notes will mature on April 6, 2027 and bear interest at a fixed rate of 4.60 percent per annum. The interest is payable semi-annually on April 6 and October 6, commencing on October 6, 2017. We incurred issuance costs of $6 million in connection with the 2027 Senior Notes that, along with the debt discount, are being amortized to interest expense over the term of the senior notes.

2029 Senior Notes

In October 2019, the company issued an aggregate principal amount of $500 million in unsecured senior notes (“2029 Senior Notes”). The 2029 Senior Notes were issued at 99.914 percent of their principal amount. The notes will mature on October 30, 2029 and bear interest at a fixed rate of 3.00 percent per annum. The interest is payable semi-annually on April 30 and October 30, commencing on April 30, 2020. We incurred issuance costs of $4 million in connection with the 2029 Senior Notes that, along with the debt discount, are being amortized to interest expense over the term of the senior notes.

2030 Senior Notes

In April 2025, the company issued an aggregate principal amount of $750 million in unsecured senior notes (“2030 Senior Notes”). The 2030 Senior Notes were issued at 99.760 percent of their principal amount. The notes will mature on July 30, 2030 and bear interest at a fixed rate of 5.35 percent per annum. The interest is payable semi-annually on January 30 and July 30, commencing on January 30, 2026. We incurred issuance costs of $7 million in connection with the 2030 Senior Notes that, along with the debt discount, are being amortized to interest expense over the term of the senior notes.

2034 Senior Notes

In October 2024, the company issued an aggregate principal amount of $600 million in unsecured senior notes (“2034 Senior Notes”). The 2034 Senior Notes were issued at 99.897 percent of their principal amount. The notes will mature on October 15, 2034 and bear interest at a fixed rate of 4.95 percent per annum. The interest is payable semi-annually on April 15 and October 15, commencing on April 15, 2025. We incurred issuance costs of $6 million in connection with the 2034 Senior Notes that, along with the debt discount, are being amortized to interest expense over the term of the senior notes.

The above senior notes are unsecured and rank equally in right of payment with all of our other senior unsecured indebtedness. We were in compliance with the covenants of our senior notes during the year ended October 31, 2025.

The fair value of our debt, calculated from quoted prices that are Level 1 inputs under the accounting guidance fair value hierarchy, is approximately $2,565 million and $1,739 million as of October 31, 2025 and 2024, respectively.

Revolving Credit Facility

On July 30, 2021, we entered into an amended and restated credit agreement (the “Revolving Credit Facility”), which provided a $750 million five-year unsecured revolving credit facility that expires on July 30, 2026. Borrowings under the facility bear an annual interest rate of SOFR + 1.1 percent, including a facility fee of 0.1 percent per annum. In addition, the Revolving Credit Facility permits the company, subject to certain customary conditions, on one or more occasions to request to increase the total commitments under the Revolving Credit Facility by up to $250 million in the aggregate. We may use amounts borrowed under the Revolving Credit Facility for general corporate purposes. As of October 31, 2025 and 2024, we had no borrowings outstanding under the Revolving Credit Facility. We were in compliance with the covenants of the Revolving Credit Facility during the year ended October 31, 2025.

Bridge Facility

On March 28, 2024, we entered into a bridge credit agreement (the “Bridge Facility”) pursuant to which certain lenders agreed to provide a senior unsecured bridge credit facility of up to 1,350 million pounds sterling for the purpose of providing the financing to support a planned acquisition. On July 25, 2024, the Bridge Facility decreased to 1,232 million pounds sterling. On May 8, 2025, the Bridge Facility further decreased to 752 million pounds sterling and on September 25, 2025 the Bridge Facility was terminated. We incurred costs in connection with the Bridge Facility of $7 million that have been fully amortized to interest expense.

Letters of Credit

As of October 31, 2025 and 2024, we had $60 million and $43 million, respectively, of outstanding standby letters of credit, custom bonds, and surety bonds.

12. RETIREMENT PLANS AND POST-RETIREMENT BENEFIT PLANS

General**.** The majority of our employees are covered under various defined benefit and/or defined contribution retirement plans. Additionally, we sponsor post-retirement health care benefits for our eligible U.S. employees. We provide U.S. employees who meet eligibility criteria under the Keysight Technologies, Inc. Retirement Plan (“RP”), defined benefits that are based on an employee’s base or target pay during the years of employment and length of service. For eligible employees’ service through October 31, 1993, the defined benefit payable under the RP is reduced by any amounts due to the eligible employees’ service under our defined contribution Deferred Profit-Sharing Plan (“DPSP”), which was closed to new participants as of November 1993. The obligations under the DPSP equal the fair value of the DPSP assets, which was $146 million as of October 31, 2025. Employees hired on or after August 1, 2015 are not eligible to participate in the RP or the Keysight Technologies, Inc. Health Plan for Retirees (“U.S. Post-Retirement Benefit Plan”).

In addition, in the U.S. we maintain the Supplemental Benefits Retirement Plan (“SBRP”), a supplemental unfunded non-qualified defined benefit plan to provide benefits that would be provided under the RP but for limitations imposed by the Internal Revenue Code. The RP and the SBRP comprise the “U.S. Plans.”

Eligible employees outside the U.S. generally receive retirement benefits under various retirement plans (“Non-U.S. Plans”) based on factors such as years of service and/or employee compensation levels. Eligibility is generally determined in accordance with local statutory requirements. Certain of our immaterial Non-U.S. defined benefit plans are not included in these disclosures.

401(k) defined contribution plan. Eligible U.S. employees may participate in the Keysight Technologies, Inc. 401(k) Plan (the “401(k) Plan”). Enrollment in the 401(k) Plan is automatic for employees who meet eligibility requirements unless they decline participation. We provide matching contributions of up to 4 percent of annual eligible compensation for employees hired prior to August 1, 2015 and up to 6 percent for employees hired thereafter. The 401(k) Plan employer expense included in income from operations was $34 million in 2025, $33 million in 2024, and $34 million in 2023.

Post-retirement medical benefit plans. In addition to receiving retirement benefits, U.S. employees who meet eligibility requirements as of their termination date may participate in the U.S. Post-Retirement Benefit Plan.

Components of net periodic benefit cost. We record the service cost component of net periodic benefit cost (benefit) in the same line item as other employee compensation costs. We record the non-service cost components of net periodic benefit cost (benefit), such as interest cost, expected return on assets, amortization of prior service cost, and actuarial gains or losses, within “other income (expense), net” in the consolidated statement of operations. The company uses alternate methods of amortization, as allowed by the authoritative guidance, which amortizes the actuarial gains and losses on a consistent basis for the years presented. For the U.S. Plans, gains and losses are amortized over the average future working lifetime of active plan participants. For most Non-U.S. Plans and the U.S. Post-Retirement Benefit Plan, gains and losses are amortized using a separate layer for each year’s gains and losses.

For the years ended October 31, 2025, 2024, and 2023, components of net periodic benefit cost (benefit) and other amounts recognized in other comprehensive income consisted of:

Defined Benefit PlansU.S. Post-Retirement Benefit Plan
U.S. PlansNon-U.S. Plans
Year Ended October 31,
202520242023202520242023202520242023
(in millions)
Net periodic benefit cost (benefit)
Service cost — benefits earned during the period$17$14$16$9$8$10$—$1$1
Interest cost on benefit obligations384036353631888
Expected return on plan assets(52)(47)(49)(61)(53)(53)(13)(12)(12)
Amortization:
Net actuarial loss (gain)699(4)99(1)(1)2
Prior service credit————————(1)
Net periodic benefit cost (benefit)91612(21)—(3)(6)(4)(2)
Settlements—————(1)———
Total periodic benefit cost (benefit)$9$16$12$(21)$—$(4)$(6)$(4)$(2)
Other changes in plan assets and benefit obligations recognized in other comprehensive (income) loss
Net actuarial loss (gain)$(19)$(23)$14$(26)$(43)$32$(12)$(3)$(5)
Net prior service cost—2———————
Amortization:
Net actuarial loss (gain)(6)(9)(9)4(9)(9)11(2)
Prior service credit————————1
Settlements—————1———
Foreign currency———(2)1(2)———
Total recognized in other comprehensive (income) loss$(25)$(30)$5$(24)$(51)$22$(11)$(2)$(6)
Total recognized in the periodic benefit cost (benefit) and other comprehensive (income) loss$(16)$(14)$17$(45)$(51)$18$(17)$(6)$(8)

Funded status. As of October 31, 2025 and 2024, the funded status of the defined benefit and post-retirement benefit plans was as follows:

U.S. Defined Benefit PlansNon-U.S. Defined Benefit PlansU.S. Post-Retirement Benefit Plan
October 31,
202520242025202420252024
(in millions)
Change in fair value of plan assets:
Fair value — beginning of year$722$622$1,136$985$171$153
Actual return on plan assets81155741492233
Employer contributions—11313——
Benefits paid(60)(56)(44)(46)(15)(15)
Currency impact——2335——
Fair value — end of year$743$722$1,202$1,136$178$171
Change in benefit obligation:
Benefit obligation — beginning of year$718$634$896$810$148$136
Service cost171498—1
Interest cost3840353688
Actuarial loss (gain)1084(13)52(2)18
Benefits paid(60)(56)(44)(46)(15)(15)
Plan amendment—2————
Currency impact——2436——
Benefit obligation — end of year$723$718$907$896$139$148
Overfunded (Underfunded) status of PBO$20$4$295$240$39$23
Amounts recognized in the consolidated balance sheet consist of:
Other assets$26$10$332$283$39$23
Employee compensation and benefits(1)(1)————
Retirement and post-retirement benefits(5)(5)(37)(43)——
Net asset$20$4$295$240$39$23
Amounts recognized in accumulated other comprehensive (income) loss:
Actuarial losses (gains)$28$54$328$352$(24)$(13)
Prior service cost22————
Total$30$56$328$352$(24)$(13)

The change in the benefit obligation for the U.S. defined benefit plans for 2025 was primarily driven by actuarial losses from changes in demographic assumptions, partially offset by gains due to plan experience, and 2024 was primarily driven by changes in discount rates. The change in the benefit obligation for the non-U.S. defined benefit plans for 2025 was primarily driven by currency losses, partially offset by changes in discount rates, and 2024 was primarily driven by changes in discount rates. The change in benefit obligations for the U.S. post-retirement benefit plan for 2025 was primarily driven by changes in anticipated future utilization of reimbursement benefit, partially offset by changes in discount rates, and 2024 was primarily driven by changes in discount and retiree mortality rates.

Investment policies and strategies as of October 31, 2025. In the U.S., our RP target asset allocations are approximately 60 percent growth funds, primarily equities, and approximately 40 percent fixed income investments and in the U.S. Post-Retirement Benefit Plan, target asset allocations are approximately 70 percent growth funds, primarily equities, and approximately 30 percent fixed income investments. Our DPSP target asset allocation is approximately 60 percent growth funds, primarily equities, and approximately 40 percent fixed income investments. The general investment objective for all our plan assets is to obtain the optimum rate of investment return on the total investment portfolio consistent with the assumed level of risk. Specific investment objectives for the plans’ portfolios are to maintain and enhance the purchasing power of the plans’ assets; achieve investment returns consistent with the level of risk being taken; and earn performance rates of return in accordance with the benchmarks adopted for each asset class. Outside of the U.S., other than for the U.K. defined benefit plan, our target asset allocation is from 41 to 70 percent equities, from 30 to 54 percent fixed income investments, and from zero to 5 percent cash. The target asset allocation for the U.K. plan is 100 percent insurance contracts. All plans’ assets are broadly diversified. Due to fluctuations in capital markets, our actual allocation of plan assets as of October 31, 2025 may differ from the target allocation. Our policy is to periodically bring the actual allocation in line with the target allocation.

Equity securities include exchange-traded common stock and preferred stock of companies from broadly diversified industries. Fixed income securities include a portfolio of corporate bonds of companies from diversified industries, government securities, mortgage-backed securities, asset-backed securities, derivative instruments and other. Portions of the cash and cash equivalent, equity, and fixed income investments are held in commingled funds. Investments in commingled funds are valued using the net asset value (“NAV”) method as a practical expedient. Investments valued using the NAV method are allocated across a broad array of funds and diversify the portfolio. The value of the plan assets directly affects the funded status of our pension and post-retirement benefit plans recorded in the financial statements. In March 2021, we entered into an insurance buy-in contract for a portion of benefit obligations under the U.K. defined benefit plan and classified it as “other investments.” In December 2021, we completed the second phase of the same contract. In June 2025, we completed the third and final phase of the same contract. The insurance buy-in contract is similar to an annuity contract, which matches cash flows with future benefit payments for a specific group of pensioners with the obligation remaining with the plan. This contract is issued by a third-party insurance company with no affiliation to us. The insurance contract is valued on an insurer pricing basis, which reflects the purchase price adjusted for changes in discount rates and other actuarial assumptions, which approximates fair value.

Fair Value. The measurement of the fair value of pension and post-retirement plan assets uses the valuation methodologies and the inputs as described in Note 8, “Fair Value Measurements.”

Cash and Cash Equivalents - Cash and cash equivalents consist of short-term investment funds that are invested in short-term domestic fixed income securities and other securities with debt-like characteristics, emphasizing short-term maturities and quality. Cash and cash equivalents are generally classified as Level 2 investments except when the cash and cash equivalents are held in commingled funds, which have a daily NAV derived from quoted prices for the underlying securities in active markets; these are classified as assets measured at NAV.

Equity - Some equity securities consisting of common and preferred stock are held in commingled funds, which have daily NAVs derived from quoted prices for the underlying securities in active markets; these are classified as assets measured at NAV. Commingled funds that have quoted prices in active markets are classified as Level 1 investments. Equity also includes some growth-seeking real estate commingled funds that are measured at NAV.

Fixed Income - Some fixed income securities are held in commingled funds that have daily NAVs derived from the underlying securities; these are classified as assets measured at NAV. Commingled funds that have quoted prices in active markets are classified as Level 1 investments. Some fixed income securities that are not actively traded and are valued basis inputs, such as quoted price of similar securities, or other inputs that can be derived principally from or corroborated by observable market data are classified as Level 2 investments.

Other Investments - Other investments represents the U.K. insurance buy-in contract and is classified as a Level 3 investment. Insurance contracts are generally classified as Level 3 investments.

The following tables present the fair value of U.S. Defined Benefit Plans assets classified under the appropriate level of the fair value hierarchy as of October 31, 2025 and 2024:

Fair Value Measurement as of October 31, 2025 Using
TotalQuoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)Assets Measured at NAV**(a)**
(in millions)
Cash and cash equivalents$17$—$17$—$—
Equity455———455
Fixed income27156——215
Total assets measured at fair value$743$56$17$—$670
Fair Value Measurement as of October 31, 2024 Using
TotalQuoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)Assets Measured at NAV**(a)**
(in millions)
Cash and cash equivalents$10$—$10$—$—
Equity438———438
Fixed income27458——216
Total assets measured at fair value$722$58$10$—$654

(a) Certain instruments that are measured at fair value using the NAV per share practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the total value of plan assets.

For U.S. Defined Benefit Plans, there was no activity relating to assets measured at fair value using significant unobservable inputs (Level 3) during 2025 and 2024.

The following tables present the fair value of U.S. Post-Retirement Benefit Plan assets classified under the appropriate level of the fair value hierarchy as of October 31, 2025 and 2024:

Fair Value Measurement as of October 31, 2025 Using
TotalQuoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)Assets Measured at NAV**(a)**
(in millions)
Cash and cash equivalents$1$—$1$—$—
Equity126———126
Fixed income51733—11
Total assets measured at fair value$178$7$34$—$137
Fair Value Measurement as of October 31, 2024 Using
TotalQuoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)Assets Measured at NAV**(a)**
(in millions)
Cash and cash equivalents$2$—$2$—$—
Equity121———121
Fixed income48529—14
Total assets measured at fair value$171$5$31$—$135

(a) Certain instruments that are measured at fair value using the NAV per share practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the total value of plan assets.

For the U.S. Post-Retirement Benefit Plan, there was no activity relating to assets measured at fair value using significant unobservable inputs (Level 3) during 2025 and 2024.

The following tables present the fair value of Non-U.S. Defined Benefit Plans assets classified under the appropriate level of the fair value hierarchy as of October 31, 2025 and 2024:

Fair Value Measurement as of October 31, 2025 Using
TotalQuoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)Assets Measured at NAV**(a)**
(in millions)
Cash and cash equivalents$7$—$7$—$—
Equity366———366
Fixed income335———335
Other investments494——494—
Total assets measured at fair value$1,202$—$7$494$701
Fair Value Measurement as of October 31, 2024 Using
TotalQuoted Prices in Active Markets for Identical Assets (Level 1)Significant Other Observable Inputs (Level 2)Significant Unobservable Inputs (Level 3)Assets Measured at NAV**(a)**
(in millions)
Cash and cash equivalents$—$—$—$—$—
Equity422———422
Fixed income467———467
Other investments247——247—
Total assets measured at fair value$1,136$—$—$247$889

(a) Certain instruments that are measured at fair value using the NAV per share practical expedient have not been categorized in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the total value of plan assets.

For Non-U.S. Defined Benefit Plans assets measured at fair value using significant unobservable inputs (Level 3), the following table summarizes the change in balances during 2025 and 2024:

Year Ended October 31,
20252024
(in millions)
Balance, beginning of year$247$233
Unrealized gains815
Purchases, sales, issuances and settlements(18)(17)
Transfers in254—
Currency impact316
Balance, end of year$494$247

The table below presents the combined projected benefit obligation (“PBO”), accumulated benefit obligation (“ABO”) and fair value of plan assets, grouping plans using comparisons of the PBO and ABO relative to the plan assets as of October 31, 2025 and 2024:

20252024
Benefit ObligationFair Value of Plan AssetsBenefit ObligationFair Value of Plan Assets
PBOPBO
(in millions)(in millions)
U.S. defined benefit plans where PBO exceeds the fair value of plan assets$6$—$6$—
U.S. defined benefit plans where fair value of plan assets exceeds PBO717743712722
Total$723$743$718$722
Non-U.S. defined benefit plans where PBO exceeds the fair value of plan assets$89$52$86$43
Non-U.S. defined benefit plans where fair value of plan assets exceeds PBO8181,1508101,093
Total$907$1,202$896$1,136
ABOABO
U.S. defined benefit plans where ABO exceeds the fair value of plan assets$4$—$4$—
U.S. defined benefit plans where the fair value of plan assets exceeds ABO654743636722
Total$658$743$640$722
Non-U.S. defined benefit plans where ABO exceeds the fair value of plan assets$87$52$85$43
Non-U.S. defined benefit plans where fair value of plan assets exceeds ABO8161,1508081,093
Total$903$1,202$893$1,136

Contributions and estimated future benefit payments. For 2026, we do not expect to contribute to our U.S. Defined Benefit Plans or U.S. Post-Retirement Benefit Plan, and we expect to contribute $14 million to our Non-U.S. Defined Benefit Plans. The following table presents expected future benefit payments for the next 10 years.

U.S. Defined Benefit PlansNon-U.S. Defined Benefit PlansU.S. Post-Retirement Benefit Plan
(in millions)
2026$57$48$15
2027$60$51$15
2028$56$53$15
2029$60$54$15
2030$58$56$15
2031 - 2035$262$280$62

Assumptions. The assumptions used to determine the benefit obligations and net periodic benefit cost (benefit) for our defined benefit and post-retirement benefit plans are presented in the tables below. The expected long-term return on assets below represents an estimate of long-term returns on investment portfolios, consisting of a mixture of equities, fixed income and other investments, in proportion to the asset allocations of each of our plans. We consider long-term rates of return, which are weighted based on the asset classes (both historical and forecasted) in which we expect our pension and post-retirement

funds to be invested. Discount rates reflect the current rate at which pension and post-retirement obligations could be settled based on the measurement dates of the plans, which is October 31. The U.S. discount rates as of October 31, 2025 and 2024 were determined based on the results of matching expected plan benefit payments with cash flows from a hypothetically constructed bond portfolio. The Non-U.S. discount rates as of October 31, 2025 and 2024 were determined based on a granular approach, which discounts the expected plan benefit payments with rates from a high-quality corporate bond yield curve. In addition, we used this method to calculate two components of the periodic benefit cost: service cost and interest cost. The range of assumptions that were used for the Non-U.S. Defined Benefit Plans reflects the different economic environments within various countries.

Assumptions used to calculate the net periodic benefit cost (benefit) were as follows:

Year Ended October 31,
20252024
U.S. Defined Benefit Plans:
Discount rate5.50%6.50%
Average increase in compensation levels3.50%3.50%
Expected long-term return on assets7.50%8.00%
Non-U.S. Defined Benefit Plans:
Discount rate2.30-5.07%2.50-5.35%
Average increase in compensation levels2.50-3.00%2.50-3.00%
Expected long-term return on assets4.64-7.00%4.73-7.00%
U.S. Post-Retirement Benefits Plan:
Discount rate5.50%6.50%
Expected long-term return on assets7.75%8.00%
Current medical cost trend rate6.00%6.50%
Ultimate medical cost trend rate4.75%4.75%
Medical cost trend rate decreases to ultimate rate in year20292029

Assumptions used to calculate the benefit obligation as of October 31, 2025 and 2024 were as follows:

Year Ended October 31,
20252024
U.S. Defined Benefit Plans:
Discount rate5.50%5.50%
Average increase in compensation levels3.50%3.50%
Non-U.S. Defined Benefit Plans:
Discount rate3.14-4.81%2.30-5.07%
Average increase in compensation levels2.50-3.00%2.50-3.00%
U.S. Post-Retirement Benefits Plan:
Discount rate5.25%5.50%
Current medical cost trend rate7.00%6.00%
Ultimate medical cost trend rate4.75%4.75%
Medical cost trend rate decreases to ultimate rate in year20352029

Health care trend rates did not have a significant effect on the total service and interest cost components or on the post-retirement benefit obligation amounts reported for the U.S. Post-Retirement Benefit Plan for the years ended October 31, 2025 and 2024.

13. SUPPLEMENTAL FINANCIAL INFORMATION

The following tables provide details of selected balance sheet items:

Cash, cash equivalents, and restricted cash

October 31,
20252024
(in millions)
Cash and cash equivalents$1,873$1,796
Restricted cash included in other current assets15—
Restricted cash included in other assets218
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows$1,890$1,814

Restricted cash primarily relates to deficit reduction contributions to an escrow account for one of our non-U.S. defined benefit pension plans and deposits held as collateral against bank guarantees.

Inventory

October 31,
20252024
(in millions)
Finished goods$425$375
Purchased parts and fabricated assemblies625647
Total inventory$1,050$1,022

Inventory-related excess and obsolescence charges recorded in “cost of products” were $43 million in 2025, $35 million in 2024, and $27 million in 2023. We record excess and obsolete inventory charges for inventory at our sites and at our contract manufacturers and suppliers, where we have non-cancellable purchase commitments.

Property, plant and equipment

October 31,
20252024
(in millions)
Land$48$48
Buildings and leasehold improvements879851
Machinery and equipment1,6721,581
Total property, plant and equipment2,5992,480
Accumulated depreciation of property, plant and equipment(1,804)(1,706)
Property, plant and equipment, net$795$774

Asset impairments were zero in 2025, 2024, and 2023. Depreciation expense was $131 million in 2025, $126 million in 2024, and $120 million in 2023.

Standard warranty

Activity related to the standard warranty accrual, which is included in “other accrued liabilities” and “other long-term liabilities” in our consolidated balance sheet, is as follows:

Year Ended October 31,
20252024
(in millions)
Beginning balance$31$36
Accruals for warranties, including change in estimates2522
Settlements made during the period(26)(27)
Ending balance$30$31
Accruals for warranties due within one year$19$19
Accruals for warranties due after one year1112
Ending balance$30$31

Other current assets

October 31,
20252024
(in millions)
Prepaid assets$285$287
Tax receivables35138
Other current assets166157
Total other current assets$486$582

Prepaid assets include deposits paid in advance to contract manufacturers of $176 million and $200 million as of October 31, 2025 and 2024, respectively. The tax receivables in 2024 includes a one-time discrete tax benefit. See Note 5, “Income Taxes,” for additional information.

Other assets

October 31,
20252024
(in millions)
Pension assets$408$324
Tax receivables111111
Other assets9186
Total other assets$610$521

The tax receivables in 2025 and 2024 includes a one-time discrete tax benefit. See Note 5, “Income Taxes,” for additional information.

14. COMMITMENTS AND CONTINGENCIES

Commitments to contract manufacturers and suppliers. We purchase components from a variety of suppliers and use several contract manufacturers to provide manufacturing services for our products. During the normal course of business, we enter into agreements with contract manufacturers and suppliers that allow them to procure inventory based on mutually agreed criteria. As of October 31, 2025, our non-cancellable purchase commitments were approximately $450 million. We expect to fulfill most of our purchase commitments for inventory within one year.

Other purchase commitments. Other purchase commitments primarily relate to software as a service and other professional services contracts. As of October 31, 2025, our non-cancellable contractual obligations related to these contracts were approximately $111 million, most of which are expected to be fulfilled within two years.

We also have long-term power purchase agreements to purchase power at predominantly variable prices. These agreements are expected to support our power consumption needs with more favorable pricing and reliability than our previous supply agreements.

Litigation and contingencies. On January 1, 2022, Centripetal Networks filed a lawsuit in Federal District Court in Virginia, alleging that certain Keysight products infringe certain of Centripetal’s patents. 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. In April 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 December 5, 2023, the ITC issued its Notice of Determination that Keysight did not unfairly import products in violation of Section 337 and the investigation was terminated. Centripetal has appealed this determination. The lawsuit in Federal District Court in Virginia is stayed pending the finalization of appeals of the ITC findings and validity challenges. On August 21, 2024, Keysight was served in Germany with a complaint filed in the Unified Patent Court alleging that certain Keysight products sold in Germany, France, Italy and the Netherlands infringe a European Centripetal patent. In 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 deny the allegations and are aggressively defending each case.

On June 14, 2019, the U.S. Treasury issued final regulations relating to GILTI under 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 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.

Although there are no matters pending that we currently believe are probable and reasonably possible of having a material impact to our business, consolidated financial position, results of operations, or cash flows, the outcome of litigation is inherently uncertain and is difficult to predict. An adverse outcome in any outstanding lawsuit or proceeding could result in significant monetary damages or injunctive relief. If adverse results are above management’s expectations or are unforeseen, management may not have accrued for the liability, which could impact our results in future periods.

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

Indemnification Obligations Related to Transactions

In connection with acquisitions, divestitures, mergers, spin-offs and other transactions, we have agreed to indemnify certain parties for future damages, losses, expenses and liabilities that were incurred prior to or are related to such transactions. The liabilities covered by these indemnifications include, but are not limited to, tax, employment, benefits, intellectual property, environmental, and other liabilities. We do not believe that our indemnification obligations related to such liabilities were material as of October 31, 2025.

Indemnifications to Officers and Directors

Our corporate by-laws require that we indemnify our officers and directors, as well as those who act as directors and officers of other entities at our request, against expenses, judgments, fines, settlements, and other amounts actually and reasonably incurred in connection with any proceedings arising out of their services to Keysight and such other entities, including service with respect to employee benefit plans. In addition, we have entered into separate indemnification agreements with each director and each board-appointed officer of Keysight that provide for indemnification under similar and additional circumstances. The indemnification obligations are more fully described in our corporate by-laws and the indemnification agreements, which are available on our website. We purchase standard insurance to cover claims or a portion of the claims made against our directors and officers. Since a maximum obligation is not explicitly stated in our by-laws or in our indemnification agreements and will depend on the facts and circumstances that arise out of any future claims, the overall maximum amount of the obligations cannot be reasonably estimated. We have not historically made payments related to these obligations, and do not believe that our indemnification obligations related to such claims were material as of October 31, 2025.

Other Indemnifications

As is customary in our industry and as provided for in local law in the U.S. and other jurisdictions, many of our standard contracts provide remedies to our customers and others with whom we enter into contracts, such as defense, settlement, or payment of judgment for intellectual property claims related to the use of our products. From time to time we indemnify customers, as well as our suppliers, contractors, lessors, lessees, companies that purchase our businesses or assets and others with whom we enter into contracts, against combinations of loss, expense, or liability arising from various triggering events related to the sale and the use of our products and services, the use of their goods and services, the use of facilities and state of our owned facilities, the state of the assets and businesses that we sell and other matters covered by such contracts, usually up to a specified maximum amount. In addition, from time to time we also provide protection to these parties against claims related to undiscovered liabilities, additional product liability or environmental obligations. In our experience, claims made under such indemnifications are rare and we do not believe that our indemnification obligations related to such claims were material as of October 31, 2025.

15. STOCKHOLDERS' EQUITY

Stock Repurchase Program

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. 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 as of October 31, 2025.

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 the trade date using the cost method. The stock repurchase program may be commenced, suspended, or discontinued at any time at the company’s discretion and does not have an expiration date.

In 2025, we repurchased 2,389,253 shares of common stock for $375 million. Additionally, we accrued $2 million related to excise tax levied on share repurchases, net of issuances. In 2024, we repurchased 2,974,967 shares of common stock for $439 million and accrued $3 million related to excise tax levied on share repurchases, net of issuances. In 2023, we repurchased 4,913,548 shares of common stock for $702 million and accrued $4 million related to excise tax levied on share repurchases, net of issuances.

Accumulated other comprehensive loss

The following table summarizes the components of accumulated other comprehensive loss, net of tax effect:

October 31,
20252024
(in millions)
Foreign currency translation, net of tax (expense) of $(63) and $(63)$(66)$(136)
Unrealized losses on defined benefit plans, net of tax benefit of $73 and $80(264)(317)
Gains on derivative instruments, net of tax (expense) of $(21) and $(23)8289
Total accumulated other comprehensive loss$(248)$(364)

Changes in accumulated other comprehensive loss by component and related tax effects were as follows:

Foreign currency translationNet defined benefit pension cost and post-retirement plan costsGains (losses) on derivativesTotal
(in millions)
At October 31, 2023$(167)$(388)$89$(466)
Other comprehensive income before reclassifications31699109
Amounts reclassified out of accumulated other comprehensive gain (loss)—16(11)5
Tax benefit (expense)—(14)2(12)
Other comprehensive income3171—102
At October 31, 2024(136)(317)89(364)
Other comprehensive income before reclassifications70586134
Amounts reclassified out of accumulated other comprehensive gain (loss)—2(15)(13)
Tax benefit (expense)—(7)2(5)
Other comprehensive income (loss)7053(7)116
At October 31, 2025$(66)$(264)$82$(248)

Reclassifications out of accumulated other comprehensive loss into earnings were as follows:

Details about accumulated other comprehensive loss componentsAmounts reclassified from other comprehensive lossAffected line item in statement of operations
Year Ended October 31,
20252024
(in millions)
Gain on derivatives$1$10Cost of products
3—Selling, general and administrative
111Interest expense
(3)(4)Benefit (provision) for income taxes
127Net of income tax
Net defined benefit pension cost and post-retirement plan costs:
Net actuarial losses(2)(16)Other income (expense), net
—4Benefit (provision) for income taxes
(2)(12)Net of income tax
Total reclassifications for the period$10$(5)Net of income tax

16. SEGMENT INFORMATION

Our operating segments were determined based primarily on how the Chief Operating Decision Maker (“CODM”), President and Chief Executive Officer, views and evaluates our operations. Other factors, including market separation and customer specific applications, go-to-market channels, products and services, and manufacturing are considered in determining the formation of these operating segments.

The CODM is regularly provided with and reviews segment revenues and segment income from operations to support decision-making, set strategic goals, allocate resources, and evaluate each segment’s progress against the company’s plan. The CODM also reviews and approves budgets, including capital expenditures, at the segment level. The segment results are not necessarily in conformity with GAAP and exclude items such as share-based compensation expense, amortization of acquisition-related balances, acquisition and integration costs, restructuring costs, interest income, interest expense, and other items.

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 we have historically 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.

Descriptions of our two reportable segments are as follows:

The Communications Solutions Group (“CSG”) serves customers spanning the global commercial communications and aerospace, defense, and government end markets. The group’s solutions consist of electronic design and test software, instrumentation, systems, and related services. These solutions are used in the design, simulation, validation, manufacturing, installation, and optimization of communication systems in wireless, wireline (data center networking), enterprise, and aerospace, defense, and government end markets. 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 Electronic Industrial Solutions Group (“EISG”) serves customers across a diverse set of end markets focused on automotive and energy, semiconductor solutions, and general electronics. The group's solutions consist of electronic design, test and simulation software, instrumentation, systems, computer-aided engineering solutions, and related services. These solutions are used in the design, simulation, validation, manufacturing, installation, and optimization of electronic equipment.

The following tables reflect the results of our reportable segments and significant segment expenses as defined above.

CSGEISGTotal
(in millions)
Year ended October 31, 2025:
Revenue$3,726$1,649$5,375
Cost of sales$1,235$667$1,901
Research and development$697$258$954
Selling, general and administrative$822$325$1,147
Other operating expenses (income)$(14)$(7)$(20)
Segment income from operations$986$407$1,393
Depreciation expense$83$48$131
Year ended October 31, 2024:
Revenue$3,420$1,559$4,979
Cost of sales$1,107$626$1,733
Research and development$618$253$871
Selling, general and administrative$784$327$1,111
Other operating expenses (income)$(10)$(4)$(14)
Segment income from operations$921$357$1,278
Depreciation expense$85$41$126
Year ended October 31, 2023:
Revenue$3,685$1,779$5,464
Cost of sales$1,190$678$1,868
Research and development$618$224$842
Selling, general and administrative$821$300$1,120
Other operating expenses (income)$(11)$(4)$(15)
Segment income from operations$1,068$581$1,649
Depreciation expense$81$39$120

Amounts in table above may not total due to rounding.

The following table reconciles reportable segments’ income from operations to our income before taxes as reported:

Year Ended October 31,
202520242023
(in millions)
Total reportable segments’ income from operations$1,393$1,278$1,649
Share-based compensation(176)(145)(136)
Amortization of acquisition-related balances(141)(139)(90)
Acquisition and integration costs(152)(91)(13)
Restructuring and other(48)(70)(52)
Income from operations, as reported8768331,358
Interest income10281102
Interest expense(96)(84)(78)
Other income (expense), net20035(25)
Income from continuing operations before taxes, as reported$1,082$865$1,357

“Restructuring and other” includes legal expenses of $17 million and $23 million in 2024 and 2023, respectively.

Major customers. No customer represented 10 percent or more of our total revenue in 2025, 2024, or 2023.

The following table presents segment assets and capital expenditures directly managed by each segment.

Year Ended October 31,
20252024
CSGEISGTotalCSGEISGTotal
(in millions)
Segment assets$6,144$3,524$9,668$4,721$2,952$7,673
Capital expenditures, net of government incentives$84$43$127$87$60$147

The following table reconciles segment assets to our total assets:

October 31,
20252024
(in millions)
Total reportable segments’ assets$9,668$7,673
Cash and cash equivalents1,8731,796
Long-term deferred tax assets373378
Tax receivables146249
Long-term investments211110
Accumulated amortization of other intangibles(1,614)(1,477)
Pension and other assets644540
Total assets$11,301$9,269

Segment assets include goodwill and gross other intangible assets, accounts receivable, inventory, property, plant and equipment, and other assets. Unallocated assets primarily consist of cash and cash equivalents, deferred tax assets, long-term investments, accumulated amortization of other intangible assets, pension assets, and other assets. The increase in segment assets for the year ended October 31, 2025 was primarily due to additions in assets acquired as part of the 2025 acquisitions. See Note 2, “Acquisitions,” for additional information.

The following tables present summarized information for revenue and long-lived assets by country. Revenues from external customers are generally attributed to countries based upon the customer's location. Long-lived assets consist of property, plant, and equipment, operating lease right-of-use assets, and other long-term assets, excluding intangible assets.

United StatesChinaRest of the WorldTotal
(in millions)
Revenue:
Year ended October 31, 2025$1,869$938$2,568$5,375
Year ended October 31, 2024$1,769$884$2,326$4,979
Year ended October 31, 2023$1,928$1,005$2,531$5,464
United StatesJapanGermanyRest of the WorldTotal
(in millions)
Long-lived assets:
October 31, 2025$873$293$183$315$1,664
October 31, 2024$726$261$131$338$1,456

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