Item 1. Condensed Consolidated Financial Statements (Unaudited)

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Item 1. Condensed Consolidated Financial Statements (Unaudited)

KEYSIGHT TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(in millions, except per share data)

(Unaudited)


	Three Months Ended
	January 31,
		2026		2025
Revenue:
Products		$	1,225	$	983
Services and other		375		315
Total revenue		1,600		1,298
Costs and expenses:
Cost of products		486		375
Cost of services and other		119		103
Total costs		605		478
Research and development		303		249
Selling, general and administrative		447		361
Other operating expense (income), net		(3)		(8)
Total costs and expenses		1,352		1,080
Income from operations		248		218
Interest income		16		19
Interest expense		(29)		(20)
Other income (expense), net		(37)		(18)
Income before taxes		198		199
Provision (benefit) for income taxes		(83)		30
Net income		$	281	$	169

Net income per share:
Basic		$	1.64	$	0.97
Diluted		$	1.63	$	0.97

Weighted average shares used in computing net income per share:
Basic		172		173
Diluted		173		174

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

KEYSIGHT TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(in millions)

(Unaudited)


	Three Months Ended
	January 31,
		2026		2025
Net income		$	281	$	169
Other comprehensive income (loss):

Gain (loss) on derivative instruments, net of tax benefit (expense) of $(1) and zero		6		(1)
Amounts reclassified into earnings related to derivative instruments, net of tax benefit (expense) of $2 and zero		(6)		(5)
Foreign currency translation, net of tax benefit (expense) of $4 and zero		53		(73)

Change in net actuarial loss and prior service cost associated with defined benefit plan, net of tax benefit (expense) of $(4) and zero		(4)		—
Other comprehensive income (loss)		49		(79)
Total comprehensive income		$	330	$	90

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

KEYSIGHT TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEET

(in millions, except par value and share data)

(Unaudited)


	January 31, 2026		October 31, 2025
ASSETS
Current assets:
Cash and cash equivalents	$	2,178	$	1,873

Accounts receivable, net	914		939
Inventory	1,048		1,050
Other current assets	561		486
Total current assets	4,701		4,348
Property, plant and equipment, net	757		795
Operating lease right-of-use assets	229		236
Goodwill	3,474		3,424
Other intangible assets, net	1,251		1,304
Long-term investments	147		211
Long-term deferred tax assets	330		373
Other assets	592		610
Total assets	$	11,481	$	11,301
LIABILITIES AND EQUITY
Current liabilities:


Accounts payable	$	334	$	355
Employee compensation and benefits	329		399
Deferred revenue	729		652
Income and other taxes payable	196		207
Operating lease liabilities	52		51
Other accrued liabilities	165		186
Total current liabilities	1,805		1,850

Long-term debt	2,534		2,534
Retirement and post-retirement benefits	75		75
Long-term deferred revenue	237		232
Long-term operating lease liabilities	186		193
Other long-term liabilities	439		536
Total liabilities	5,276		5,420
Commitments and contingencies (Note 13)

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; 203 million and 202 million shares issued, respectively	2		2
Treasury stock, at cost; 31.2 million shares and 30.8 million shares, respectively	(3,886)		(3,799)
Additional paid-in-capital	2,932		2,851
Retained earnings	7,356		7,075
Accumulated other comprehensive loss	(199)		(248)
Total stockholders' equity	6,205		5,881


Total liabilities and equity	$	11,481	$	11,301

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

KEYSIGHT TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(in millions)

(Unaudited)


	Three Months Ended
	January 31,
	2026		2025
Cash flows from operating activities:
Net income	$	281	$	169
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	38		31
Amortization	67		35
Share-based compensation	76		62
Deferred tax expense (benefit)	(1)		(10)
Excess and obsolete inventory-related charges	9		9
Gain on sale of investments	(5)		—
Unrealized loss (gain) on investments in equity securities	53		(37)
Other non-cash expenses (income), net	6		1
Changes in assets and liabilities, net of effects of businesses acquired:
Accounts receivable	33		53
Inventory	(3)		(26)
Accounts payable	(13)		(16)
Employee compensation and benefits	(61)		(38)
Deferred revenue	70		43
Income taxes payable	(41)		34



Income taxes receivable	(53)		(5)
Other assets and liabilities	(15)		73
Net cash provided by operating activities	441		378
Cash flows from investing activities:
Investments in property, plant and equipment	(34)		(32)

Acquisitions of businesses and intangible assets, net of cash acquired	(16)		—

Proceeds from sale of investments	7		—
Other investing activities	(1)		(1)
Net cash used in investing activities	(44)		(33)
Cash flows from financing activities:
Proceeds from issuance of common stock under employee stock plans	32		31
Payment of taxes related to net share settlement of equity awards	(31)		(29)


Treasury stock repurchases, including excise tax payments	(87)		(75)
Payment of acquisition-related consideration	(13)		—

Other financing activities	—		(1)
Net cash used in financing activities	(99)		(74)
Effect of exchange rate movements	7		(8)
Net increase in cash, cash equivalents, and restricted cash	305		263
Cash, cash equivalents, and restricted cash at beginning of period	1,890		1,814
Cash, cash equivalents, and restricted cash at end of period	$	2,195	$	2,077
Supplemental cash flow information:
Interest payments	$	32	$	—
Income tax paid, net	$	18	$	9
Investments in property, plant and equipment included in accounts payable	$	11	$	13

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

KEYSIGHT TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENT OF EQUITY

(in millions, except number of shares in thousands)

(Unaudited)


	Common Stock					Treasury Stock
	Number of Shares	Par Value		Additional Paid-in Capital		Number of Shares	Treasury Stock at Cost		Retained Earnings		Accumulated Other Comprehensive Loss		Total Stockholders' Equity
Balance as of October 31, 2025	202,080	$	2	$	2,851	(30,813)	$	(3,799)	$	7,075	$	(248)	$	5,881
Net income	—	—		—		—	—		281		—		281
Other comprehensive income (loss), net of tax	—	—		—		—	—		—		49		49
Issuance of common stock	656	—		32		—	—		—		—		32
Taxes related to net share settlement of equity awards	—	—		(31)		—	—		—		—		(31)
Share-based compensation	—	—		80		—	—		—		—		80
Repurchase of common stock, including excise tax	—	—		—		(423)	(87)		—		—		(87)
Balance as of January 31, 2026	202,736	$	2	$	2,932	(31,236)	$	(3,886)	$	7,356	$	(199)	$	6,205

Balance as of October 31, 2024	201,008	$	2	$	2,664	(28,424)	$	(3,422)	$	6,225	$	(364)	$	5,105
Net income	—	—		—		—	—		169		—		169
Other comprehensive income (loss), net of tax	—	—		—		—	—		—		(79)		(79)
Issuance of common stock	673	—		31		—	—		—		—		31
Taxes related to net share settlement of equity awards	—	—		(29)		—	—		—		—		(29)
Share-based compensation	—	—		65		—	—		—		—		65
Repurchase of common stock, including excise tax	—	—		—		(449)	(75)		—		—		(75)
Balance as of January 31, 2025	201,681	$	2	$	2,731	(28,873)	$	(3,497)	$	6,394	$	(443)	$	5,187

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

KEYSIGHT TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. OVERVIEW AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Overview. Keysight Technologies, Inc. (“we,” “us,” “our,” “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, emulation, and test solutions that address the critical challenges our customers face in bringing their innovations to market on ever-shorter schedules.

Our fiscal year-end is October 31, and our fiscal quarters end on January 31, April 30, and July 31. Unless otherwise stated, these dates refer to our fiscal year and fiscal quarters.

Basis of Presentation. We have prepared the accompanying financial statements pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the U.S. (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. The accompanying financial statements and information should be read in conjunction with our Annual Report on Form 10-K.

In the opinion of management, the accompanying condensed consolidated financial statements contain all normal and recurring adjustments necessary to state fairly our financial position as of January 31, 2026 and October 31, 2025, results of operations for the three months ended January 31, 2026 and 2025, and cash flows for the three months ended January 31, 2026 and 2025.

Principles of consolidation. The condensed consolidated financial statements include the accounts of the company and our wholly- and majority-owned subsidiaries. All significant inter-company transactions have been eliminated.

Use of Estimates. The preparation of condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in our condensed 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.

Update to Significant Accounting Policies. There have been no material changes to our significant accounting policies as described in our Annual Report on Form 10-K for the fiscal year ended October 31, 2025.

New Accounting Pronouncements.

ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. In December 2023, the FASB issued guidance that requires disclosure of disaggregated income taxes paid, prescribes standard categories for the components of the effective tax rate reconciliation, and provide additional information for reconciling items that meet a quantitative threshold. This standard is effective for fiscal years beginning after December 15, 2024. We will adopt the standard on the effective date in our annual reporting for fiscal year 2026 and are currently evaluating the impact that the updated standard will have on our financial statement 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 that requires disclosure of additional expense information on an annual and interim basis, including 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 condensed consolidated financial statements upon adoption.

2. 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 awards	14
Cash and cash equivalents assumed upon acquisition	127
Currency impact	8
Total consideration	$	1,564

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 $665 million and $46 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
Inventory	36
Accounts receivable	71
Assets held for sale	433
Other current assets	27
Property, plant and equipment	24
Operating lease right-of-use assets	11

Other intangible assets	528
Other assets	8
Total assets acquired	1,265
Accounts payable	(13)
Employee compensation and benefits	(44)
Deferred revenue	(44)
Operating lease liabilities	(4)
Liabilities held for sale	(34)
Other accrued liabilities	(69)

Long-term deferred revenue	(14)
Long-term operating lease liabilities	(9)
Other long-term liabilities	(181)
Net assets acquired	853
Goodwill	711
Total consideration	$	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 $56 million, other intangible assets of $346 million, consisting primarily of developed technology of $295 million and customer relationships of $50 million, inventory of $25 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. During the first quarter of 2026, the fair value measurements of assets acquired and liabilities assumed as of the acquisition date were refined. The total purchase price allocation adjustment to goodwill in the first quarter was approximately $13 million and related primarily to a decrease in the allocation to inventory and property, plant and equipment of $4 million and $4 million, respectively, and an increase to employee compensation and benefits of $4 million. 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. 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 Value		Estimated useful life	Valuation Method
	(in millions)		(in years)
Developed technology	$	370	6	Relief from royalty
Customer relationships	145		8	Multi-period excess earnings
Backlog	9		1	Multi-period excess earnings
Trademark/Tradename	4		1	Relief from royalty


Total intangible assets	$	528

Acquisition and integration costs directly related to the Spirent acquisition are included in selling, general and administrative and were $19 million for the three months ended January 31, 2026.

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. 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.

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.

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 assets	1
Property, plant and equipment	1
Operating lease right-of-use assets	2

Other intangible assets	276
Total assets acquired	295

Deferred revenue	(9)


Operating lease liabilities	(1)


Long-term deferred revenue	(1)
Long-term operating lease liabilities	(1)

Net assets acquired	283
Goodwill	298
Total consideration	$	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 Value		Estimated useful life	Valuation Method
	(in millions)		(in years)
Developed technology	$	183	6	Relief from royalty
Customer relationships	86		8	Multi-period excess earnings
Backlog	1		2	Multi-period excess earnings
Trademark/Tradename	1		1	Relief from royalty
Total amortizable intangible assets	271
In-process research and development	5			Relief from royalty
Total intangible assets	$	276

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 research and development and selling, general and administrative and were $5 million for the three months ended January 31, 2026.

Acquisition of Ansys’ PowerArtist

On October 17, 2025, we acquired PowerArtist 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 $5 million and $14 million, respectively. 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.

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.


	Three Months Ended
	January 31,
	2026						2025
	CSG		EISG		Total		CSG		EISG		Total
	(in millions)
Region
Americas	$	589	$	91	$	680	$	448	$	103	$	551
Europe	166		162		328		137		122		259
Asia Pacific	369		223		592		298		190		488
Total revenue	$	1,124	$	476	$	1,600	$	883	$	415	$	1,298

End Market
Aerospace, Defense & Government	$	366	$	—	$	366	$	311	$	—	$	311
Commercial Communications	758		—		758		572		—		572
Electronic Industrial	—		476		476		—		415		415
Total revenue	$	1,124	$	476	$	1,600	$	883	$	415	$	1,298

Timing of Revenue Recognition
Revenue recognized at a point in time	$	907	$	400	$	1,307	$	700	$	346	$	1,046
Revenue recognized over time	217		76		293		183		69		252
Total revenue	$	1,124	$	476	$	1,600	$	883	$	415	$	1,298

Contract Balances

Contract assets

Contract assets consist of unbilled receivables that 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 balance was $130 million and $125 million as of January 31, 2026 and October 31, 2025, respectively, and is included in “accounts receivables, net” and “other assets” in the condensed consolidated balance sheet.

Contract costs

We capitalize 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 as of January 31, 2026 and October 31, 2025, and are included in “other current assets” and “other assets” in the condensed consolidated balance sheet. The amortization expense associated with these capitalized costs was $22 million and $14 million for the three months ended January 31, 2026 and 2025, 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 or 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:


	Three Months Ended
	January 31, 2026
	(in millions)
Balance at October 31, 2025	$	884
Deferral of revenue billed in current period, net of recognition	312

Revenue recognized that was deferred as of the beginning of the period	(236)
Foreign currency translation impact	6
Balance at January 31, 2026	$	966

Revenue recognized from contract liabilities was $236 million for the three months ended January 31, 2026, based on balances at October 31, 2025, and was $204 million for the same period last year, based on balances at October 31, 2024.

Remaining Performance Obligations

Our expected remaining performance obligations, excluding contracts that have an original expected duration of one year or less, was approximately $663 million as of January 31, 2026 and represents the company’s obligation to deliver products and services and obtain customer acceptance on delivered products. As of January 31, 2026, we expect to fulfill 46 percent of these remaining performance obligations during the remainder of 2026, 32 percent during 2027, and 22 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 restricted stock units (“RSUs”), employee stock purchases made under our Employee Stock Purchase Plan (“ESPP”), and performance share awards granted to selected members of our senior management under the Long-Term Performance (“LTP”) Program, based on estimated fair values. The impact of share-based compensation expense on the condensed consolidated statement of operations was as follows:


	Three Months Ended
	January 31,
		2026		2025
		(in millions)
Cost of products and services		$	16	$	11
Research and development		22		16
Selling, general and administrative		39		35
Total share-based compensation expense		$	77	$	62

Share-based compensation capitalized within inventory was $6 million as of January 31, 2026 and 2025.

Performance awards based on total shareholder return (“TSR”) are 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 valuation is performed annually in the first quarter at the time of annual grants. The estimated fair value of RSUs and the financial metrics-based performance awards 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:


	Three Months Ended
	January 31,
		2026		2025
Volatility of Keysight shares		31	%	32	%
Volatility of peer group		30	%	31	%
Price-wise correlation with peer group		25	%	31	%

5. INCOME TAXES

The company calculates income taxes for interim reporting periods by applying its estimated annual effective tax rate to year-to-date results and adjusting for tax items that are discrete to each period.

The following table provides income tax details:


	Three Months Ended
	January 31,
		2026			2025
		(in millions, except percentages)
Income before taxes		$	198		$	199
Provision (benefit) for income taxes		$	(83)		$	30
Effective tax rate		(42)		%	15		%

For the three months ended January 31, 2026 and 2025, we recorded an income tax benefit of $83 million and income tax expense of $30 million, respectively, resulting in an effective tax rate of (42%) and 15%, respectively. The effective tax rate is generally lower than the U.S. federal statutory rate of 21% primarily due to favorable tax rates on certain earnings from operations in lower tax jurisdictions, partially offset by U.S. tax on Global Intangible Low-Taxed Income (“GILTI”) inclusions.

For the three months ended January 31, 2026, we recorded net income tax benefits of $106 million from discrete items, driven by $93 million of net benefit from a favorable audit settlement and an $8 million release of reserves due to the expiration of the statute of limitations.

As of January 31, 2026 and October 31, 2025, our long-term income tax liabilities for unrecognized tax benefits were $172 million and $241 million, respectively. The decrease primarily reflected the release of $67 million of uncertain tax positions in connection with an audit settlement in January 2026 as well as an $8 million release of reserves due to the expiration of the statute of limitations, offset by current year increases of $6 million.

6. NET INCOME PER SHARE

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


	Three Months Ended
	January 31,
		2026		2025
		(in millions, except per-share amounts)
Net income		$	281	$	169
Basic weighted-average shares		172		173
Potential common shares		1		1
Diluted weighted-average shares		173		174
Net income per share - basic		$	1.64	$	0.97
Net income per share - diluted		$	1.63	$	0.97

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 the three months ended January 31, 2026 and 2025.

7. GOODWILL AND OTHER INTANGIBLE ASSETS

The goodwill balances as of January 31, 2026 and October 31, 2025 and the activity for the three months ended January 31, 2026 for each of our reportable segments were as follows:


	CSG		EISG		Total
	(in millions)
Goodwill at October 31, 2025	$	1,967	$	1,457	$	3,424
Foreign currency translation impact	15		19		34
Goodwill arising from acquisitions	14		2		16
Goodwill at January 31, 2026	$	1,996	$	1,478	$	3,474

There were no impairments of goodwill for the three months ended January 31, 2026 and 2025. As of January 31, 2026 and October 31, 2025, the accumulated impairment loss on goodwill was $709 million as recorded within the CSG reportable segment.

Other intangible assets as of January 31, 2026 and October 31, 2025 consisted of the following:


	January 31, 2026						October 31, 2025
	Gross Carrying Amount		Accumulated Amortization		Net Book Value		Gross Carrying Amount		Accumulated Amortization		Net Book Value
	(in millions)
Developed technology	$	2,005	$	1,142	$	863	$	1,987	$	1,099	$	888
Backlog	49		37		12		51		34		17
Trademark/Tradename	43		40		3		43		39		4
Customer relationships	823		460		363		820		442		378

Total amortizable intangible assets	$	2,920	$	1,679	$	1,241	$	2,901	$	1,614	$	1,287
In-Process R&D	10		—		10		17		—		17
Total	$	2,930	$	1,679	$	1,251	$	2,918	$	1,614	$	1,304

During the three months ended January 31, 2026, we recognized additions to goodwill of $16 million and reductions to intangibles of $3 million for measurement period adjustments in the estimated fair values of the assets acquired and liabilities assumed from the 2025 acquisitions of Spirent and other acquisition activity. See Note 2, “Acquisitions,” for additional information. During the three months ended January 31, 2026, we transferred $3 million from in-process R&D to developed technology as projects were successfully completed and recorded an impairment charge of $4 million related to the cancellation of an in-process R&D project.

During the three months ended January 31, 2026, foreign exchange translation had a favorable impact of $19 million on other intangible assets. Amortization of other intangible assets was $65 million and $32 million for the three months ended January 31, 2026 and 2025, respectively.

Goodwill is assessed for impairment on a reporting unit basis at least annually in the fourth quarter of each year, or more frequently when events and circumstances occur indicating that the recorded goodwill may be impaired. The company has not identified any triggering events that indicate an impairment of goodwill for the three months ended January 31, 2026.

Estimated intangible assets amortization expense for each of the five succeeding fiscal years is as follows:


	Amortization expense
	(in millions)
2026 (remainder)	$	196
2027	$	237
2028	$	233
2029	$	225
2030	$	143
2031	$	132
Thereafter	$	75

The weighted-average amortization period of amortizable intangible assets in aggregate and by asset class were as follows:


			January 31, 2026
			(in years)
Developed technology			5
Backlog			1
Trademark/Tradename			1
Customer relationships			6
Total amortizable intangible assets			6

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 January 31, 2026 and October 31, 2025 were as follows:


	Fair Value Measurements at
	January 31, 2026								October 31, 2025
	Total		Level 1		Level 2		Level 3			Total		Level 1		Level 2		Level 3
	(in millions)
Assets:
Short-term

Money market funds	$	1,439	$	1,439	$	—	$	—		$	1,349	$	1,349	$	—	$	—
Derivative instruments (foreign exchange contracts)	21		—		21		—			14		—		14		—
Long-term

Equity investments	115		115		—		—			169		169		—		—

Total assets measured at fair value	$	1,575	$	1,554	$	21	$	—		$	1,532	$	1,518	$	14	$	—
Liabilities:
Short-term
Derivative instruments (foreign exchange contracts)	$	7	$	—	$	7	$	—		$	8	$	—	$	8	$	—
Long-term
Deferred compensation liability	38		—		38		—			40		—		40		—
Derivative instruments (cross-currency swap contracts)	18		—		18		—			—		—		—		—
Total liabilities measured at fair value	$	63	$	—	$	63	$	—		$	48	$	—	$	48	$	—

Our investments in 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. 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 condensed 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)” in the condensed consolidated balance sheet.

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 excluded from the fair value hierarchy. The carrying value of such investments was $32 million and $42 million as of January 31, 2026 and October 31, 2025, respectively.

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


	Three Months Ended
	January 31,
		2026		2025
		(in millions)
Realized gain (loss) on equity and other investments sold		$	5	$	—
Net unrealized gain (loss) on equity and other investments still held		$	(53)	$	38

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, cross-currency swaps, and interest rate swaps, to hedge economic and/or accounting exposures resulting from changes in foreign currency exchange rates and interest rates.

Fair Value Hedges

We enter into interest rate swap contracts to mitigate the interest rate exposure on our senior notes due to changes in the benchmark interest rate. These derivative instruments are designated and qualify as fair value hedges under the criteria prescribed in the authoritative guidance. For fair value hedges, the changes in the fair value of both the hedging instruments and the underlying debt obligations are immediately recognized in earnings.

In the first quarter of fiscal 2026, we entered into fixed to floating interest rate swap contracts with an aggregate notional amount of $600 million in connection with our 2034 Senior Notes. The change in the fair value of these contracts are recognized in “other assets” with an offset to the carrying value of long-term debt in the condensed consolidated balance sheet and was not material as of January 31, 2026.

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.

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 anticipated debt issuances through fiscal year 2024. 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 $92 million as of January 31, 2026.

Net Investment Hedges

We hedge certain net investment positions in foreign subsidiaries. Changes in the fair value of derivative instruments designated as net investment hedges are recognized in accumulated other comprehensive income.

In the first quarter of fiscal 2026, we entered into cross-currency swaps with an aggregate notional amount of $300 million to mitigate foreign currency exposure related to a portion of our Japanese Yen net investment in certain foreign subsidiaries. These hedges are designated as net investment 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 (loss)” in the condensed consolidated balance sheet. Amounts representing hedge components excluded from the assessment of effectiveness are recognized in “interest expense” in the condensed consolidated statement of operations.

Other Hedges

We periodically enter into foreign exchange contracts to hedge monetary assets and liabilities that are denominated in currencies other than the functional currency of our subsidiaries.

Additionally, 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. These contracts were settled during fiscal year 2025. For the three months ended January 31, 2025, the net unrealized loss on outstanding contracts was $68 million, recorded in “other income (expense), net” in the condensed consolidated statement of operations.

The number of open foreign exchange forward contracts designated as “cash flow hedges” and “not designated as hedging instruments” were 206 and 86, respectively, as of January 31, 2026. The aggregated notional amounts by currency and designation as of January 31, 2026 were as follows:


	Derivatives in Cash Flow Hedging Relationships		Derivatives Not Designated as Hedging Instruments
	Forward Contracts		Forward Contracts
Currency	Buy/(Sell)		Buy/(Sell)
	(in millions)
Euro	$	21	$	168
Pounds Sterling	12		64
Singapore Dollar	30		22

Malaysian Ringgit	129		7
Japanese Yen	(165)		(78)
Other currencies	(28)		10
Total	$	(1)	$	193

Derivative instruments are subject to master netting arrangements and are disclosed at their gross fair value in the condensed consolidated balance sheet. The gross fair values and balance sheet presentation of derivative instruments held as of January 31, 2026 and October 31, 2025 were as follows:


Fair Values of Derivative Instruments
Assets Derivatives					Liabilities Derivatives
	Fair Value					Fair Value
Balance Sheet Location	January 31, 2026		October 31, 2025		Balance Sheet Location	January 31, 2026		October 31, 2025
(in millions)
Derivatives designated as hedging instruments:
Fair value hedges
Interest rate swap contracts
Other assets	$	—	$	—	Long-term debt	$	—	$	—

Cash flow hedges
Foreign exchange contracts
Other current assets	13		9		Other accrued liabilities	4		2

Net investment hedges
Cross-currency swap contracts

Other assets	—		—		Other long-term liabilities	18		—

Derivatives not designated as hedging instruments:
Foreign exchange contracts
Other current assets	8		5		Other accrued liabilities	3		6
Total derivatives	$	21	$	14		$	25	$	8

The effect of derivative instruments for contracts designated as hedging instruments and not designated as hedging instruments in the condensed consolidated statement of operations was as follows:


	Three Months Ended
	January 31,
	2026		2025
	(in millions)
Derivatives designated as hedging instruments:
Fair value hedges
Gain (loss) recognized in interest expense	$	—	$	—
Cash flow hedges
Gain (loss) recognized in accumulated other comprehensive income (loss)	$	7	$	(1)
Gain (loss) reclassified from accumulated other comprehensive income (loss) into earnings:
Cost of products	$	4	$	2
Selling, general and administrative	$	1	$	—
Interest expense	$	3	$	3




Gain (loss) excluded from effectiveness testing recognized in earnings based on amortization approach:
Cost of products	$	1	$	1


Net investment hedges
Gain (loss) recognized in accumulated other comprehensive income (loss)	$	(18)	$	—
Gain (loss) excluded from effectiveness testing recognized in earnings:
Interest expense	$	—	$	—


Derivatives not designated as hedging instruments:


Gain (loss) recognized in other income (expense), net	$	10	$	(72)

The estimated amount as of January 31, 2026 expected to be reclassified from accumulated other comprehensive income (loss) to earnings within the next twelve months is a net gain of $19 million.

10. DEBT

The following table summarizes the components of our debt:


	January 31, 2026		October 31, 2025
(in millions, except percentages)
2027 Senior Notes at 4.60% ($700 face amount less unamortized costs of $1 and $1)	$	699	$	699
2029 Senior Notes at 3.00% ($500 face amount less unamortized costs of $2 and $2)	498		498
2030 Senior Notes at 5.35% ($750 face amount less unamortized costs of $7 and $7)	743		743
2034 Senior Notes at 4.95% ($600 face amount less unamortized costs of $6 and $6)	594		594
Total debt	$	2,534	$	2,534

Senior Notes

There have been no changes to the principal, maturity, interest rates and interest payment terms of our senior notes during the three months ended January 31, 2026 as compared to the senior notes described in our Annual Report on Form 10-K for the fiscal 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 $2,569 million and $2,565 million as of January 31, 2026 and October 31, 2025, respectively.

Revolving Credit Facility

On July 30, 2021, we entered into an amended and restated credit agreement (the “Revolving Credit Facility”), which provides 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 January 31, 2026 and October 31, 2025, we had no borrowings outstanding under the Revolving Credit Facility. We were in compliance with the covenants of the Revolving Credit Facility during the three months ended January 31, 2026.

Letters of Credit

As of January 31, 2026 and October 31, 2025, we had $62 million and $60 million, respectively, of outstanding standby letters of credit, customs bonds, and surety bonds.

11. RETIREMENT PLANS AND POST-RETIREMENT BENEFIT PLANS

For the three months ended January 31, 2026 and 2025, our net pension and post-retirement benefit cost (benefit) consisted of the following:


	Pensions
	U.S. Defined Benefit Plans				Non-U.S. Defined Benefit Plans				U.S. Post-Retirement Benefit Plan
	Three Months Ended
	January 31,
	2026		2025		2026		2025		2026		2025
	(in millions)
Service cost—benefits earned during the period	$	4	$	4	$	2	$	2	$	—	$	—
Interest cost on benefit obligation	9		10		9		9		2		2
Expected return on plan assets	(13)		(13)		(16)		(15)		(3)		(3)

Amortization of net actuarial loss (gain)	1		1		(1)		(1)		(1)		—


Net periodic benefit cost (benefit)	$	1	$	2	$	(6)	$	(5)	$	(2)	$	(1)

We record the service cost component of net periodic benefit cost (benefit) in the same line item as other employee compensation costs. The non-service 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, are recorded within “other income (expense), net” in the condensed consolidated statement of operations.

We did not contribute to our U.S. defined benefit plans or U.S. post-retirement benefit plan during the three months ended January 31, 2026 and 2025. We contributed $2 million and $3 million to our non-U.S. defined benefit plans during the three months ended January 31, 2026 and 2025, respectively.

For the remainder of 2026, we do not expect to contribute to our U.S. defined benefit plans and U.S. post-retirement benefit plan, and we expect to contribute $10 million to our non-U.S. defined benefit plans. The amounts we contribute depend upon, among other things, legal requirements, underlying asset returns, the plan’s funded status, the anticipated tax deductibility of the contribution, local practices, employee retirements, market conditions, interest rates, and other factors.

12. SUPPLEMENTAL FINANCIAL INFORMATION

The following tables provide details of selected balance sheet items:

Cash, cash equivalents, and restricted cash


	January 31, 2026		October 31, 2025
	(in millions)
Cash and cash equivalents	$	2,178	$	1,873
Restricted cash included in other current assets	15		15
Restricted cash included in other assets	2		2
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows	$	2,195	$	1,890

Restricted cash includes 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


	January 31, 2026		October 31, 2025
	(in millions)
Finished goods	$	435	$	425
Purchased parts and fabricated assemblies	613		625
Total inventory	$	1,048	$	1,050

Leases

The following table summarizes the components of our lease cost:


	Three Months Ended
	January 31,
		2026		2025
		(in millions)
Operating lease cost		$	17	$	15
Variable lease cost		$	6	$	5

Supplemental information related to our operating leases was as follows:


	Three Months Ended
	January 31,
	2026		2025
	(in millions)
Cash payment for operating leases	$	17	$	14
Right-of-use assets obtained in exchange for operating lease obligations	$	6	$	6

Standard warranty

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.

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


	Three Months Ended
	January 31,
	2026		2025
	(in millions)
Beginning balance	$	30	$	31
Accruals for warranties, including change in estimates	7		5
Settlements made during the period	(7)		(6)
Ending balance	$	30	$	30

Accruals for warranties due within one year	$	19	$	18
Accruals for warranties due after one year	11		12
Ending balance	$	30	$	30

Other current assets


	January 31, 2026		October 31, 2025
	(in millions)

Prepaid assets	$	273	$	285
Tax receivables	113		35
Other current assets	175		166
Total other current assets	$	561	$	486

Prepaid assets include deposits paid in advance to contract manufacturers of $166 million and $176 million as of January 31, 2026 and October 31, 2025, respectively.

13. COMMITMENTS AND CONTINGENCIES

Commitments

During the three months ended January 31, 2026, there were no material changes to the purchase commitments as reported in our Annual Report on Form 10-K for the fiscal year ended October 31, 2025.

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 (“USPTO”), with all or most claims being found invalid in each challenged patent. Centripetal is appealing seven of these findings, and in January 2026 the Federal Circuit Court of Appeals affirmed the decision of the USPTO invalidating all claims of one of the challenged patents. 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. In one of those cases, Centripetal was ordered to repay Keysight’s costs associated with defense of the case. 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 and in January 2026 the Federal Circuit Court of Appeals had a hearing about the ITC findings as well as the USPTO findings invalidating 18 of 20 claims of one of the patents asserted by Centripetal at the ITC. The lawsuit before the 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 (“UPC”) alleging that certain Keysight products sold in Germany, France, Italy, and the Netherlands infringe a European Centripetal patent. In December 2025, the UPC 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. Centripetal is appealing both the UPC and EPO’s determinations. We continue to deny all the Centripetal 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 condensed consolidated financial statements. We believe the position meets the more likely than not recognition threshold.

On January 23, 2025, we filed a lawsuit against the United States of America in the United States Court of Federal Claims seeking a tax refund of $107 million, or such greater amount allowed by law, plus any other amount, including interest and cost, allowed by law. We intend to vigorously defend our position. The outcome cannot be predicted with certainty. If we are ultimately unsuccessful in defending our refund claim, we will be required to reverse the benefit previously recorded, most likely resulting in a material increase in the effective tax rate and income tax liability.

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.

14. STOCKHOLDERS' EQUITY

Stock Repurchase Program

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, of which $1,413 million of common stock remained as of January 31, 2026. It replaced the program previously approved in March 2023, under which $110 million of common stock remained.

Under our stock repurchase program, shares may be purchased from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases, privately negotiated transactions or other means. All such shares and related costs are held as treasury stock and accounted for at 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.

For the three months ended January 31, 2026, we repurchased 423,055 shares of common stock for $87 million. For the three months ended January 31, 2025, we repurchased 448,413 shares of common stock for $75 million.

Accumulated Other Comprehensive Loss

Changes in accumulated other comprehensive loss by component and related tax effects for the three months ended January 31, 2026 and 2025 were as follows:


	Foreign currency translation		Net defined benefit pension cost and post-retirement plan costs		Gains (losses) on derivatives		Total


	(in millions)
As of October 31, 2025	$	(66)	$	(264)	$	82	$	(248)
Other comprehensive income (loss) before reclassifications	49		—		7		56
Amounts reclassified out of accumulated other comprehensive gain (loss)	—		—		(8)		(8)
Tax benefit (expense)	4		(4)		1		1
Other comprehensive income (loss)	53		(4)		—		49
As of January 31, 2026	$	(13)	$	(268)	$	82	$	(199)

As of October 31, 2024	$	(136)	$	(317)	$	89	$	(364)
Other comprehensive income (loss) before reclassifications	(73)		—		(1)		(74)
Amounts reclassified out of accumulated other comprehensive gain (loss)	—		—		(5)		(5)
Tax benefit (expense)	—		—		—		—
Other comprehensive income (loss)	(73)		—		(6)		(79)
As of January 31, 2025	$	(209)	$	(317)	$	83	$	(443)

Reclassifications out of accumulated other comprehensive loss into earnings for the three months ended January 31, 2026 and 2025 were as follows:


Details about accumulated other comprehensive loss components		Amounts reclassified from accumulated other comprehensive loss				Affected line item in statement of operations
	Three Months Ended
	January 31,
		2026		2025
		(in millions)
Gain (loss) on derivatives		$	4	$	2	Cost of products
		1		—		Selling, general and administrative
		3		3		Interest expense
		(2)		—		Benefit (provision) for income tax
		$	6	$	5	Net of income tax

15. SEGMENT INFORMATION

We report our results in two reportable segments: CSG and EISG. 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.

The following table reflects information related to our reportable segments:


	Three Months Ended
	January 31,
	2026						2025
	CSG		EISG		Total		CSG		EISG		Total
	(in millions)
Revenue	$	1,124	$	476	$	1,600	$	883	$	415	$	1,298
Segment expenses:(a)(b)
Cost of sales	354		179		533		283		162		444
Research and development	203		76		279		168		62		230
Selling, general and administrative	260		92		352		198		79		278
Other operating expenses (income)	(2)		(1)		(3)		(6)		(2)		(8)
Segment income from operations	$	309	$	130	$	439	$	240	$	114	$	354

Depreciation expense(a)	$	25	$	13	$	38	$	20	$	11	$	31

Capital expenditures	$	23	$	11	$	34	$	21	$	11	$	32

(a) Segment expenses include depreciation expense disclosed below the table.

(b) 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:


	Three Months Ended
	January 31,
		2026		2025
		(in millions)
Total reportable segments' income from operations		$	439	$	354
Share-based compensation		(77)		(62)
Amortization of acquisition-related balances		(73)		(33)
Acquisition and integration costs		(29)		(28)
Restructuring and other		(12)		(13)
Income from operations, as reported		248		218
Interest income		16		19
Interest expense		(29)		(20)
Other income (expense), net		(37)		(18)
Income before taxes, as reported		$	198	$	199

The following table presents segment assets directly managed by each segment.


	January 31, 2026						October 31, 2025
	CSG		EISG		Total		CSG		EISG		Total
	(in millions)
Segment assets	$	6,086	$	3,547	$	9,633	$	6,144	$	3,524	$	9,668

16. SUBSEQUENT EVENT

Notwithstanding the decision by the United States Supreme Court on February 20, 2026 in “Learning Resources, Inc. et al v. Trump,” litigation continues in the federal courts regarding the treatment, including recoverability, of certain tariffs. The company is evaluating the potential implications of the ruling and ongoing tariff actions, including the possible eligibility for refunds of previously paid tariffs and any impact on future products and component costs. As of the date of issuance of these financial statements, the company is unable to reasonably estimate the financial impact of this ruling, and no adjustments have been recorded.

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