Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Unaudited)
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations (Unaudited)
The following discussion should be read in conjunction with the condensed consolidated financial statements and notes thereto included elsewhere in this Form 10-Q and our Annual Report on Form 10-K for the fiscal year ended October 31, 2025. This report contains forward-looking statements which include, but are not limited to predictions, future guidance, projections, beliefs, and expectations about the company’s trends, seasonality, cyclicality and growth in, and drivers of, the markets we sell into, our strategic direction, earnings from our foreign subsidiaries, remediation activities, new solution and service introductions, the ability of our solutions to meet market needs, changes to our manufacturing processes, the use of contract manufacturers, the impact of government regulations on our ability to conduct operations, our liquidity position, our ability to generate cash from operations, growth in our businesses, our investments, the potential impact of adopting new accounting pronouncements, our financial results, our purchase commitments, our contributions to our pension plans, the selection of discount rates and recognition of any gains or losses for our benefit plans, our cost-control activities, savings and headcount reduction recognized from our restructuring programs and other cost saving initiatives, and other regulatory approvals, the integration of our completed acquisitions and other transactions, and our transition to lower-cost regions. The forward-looking statements involve risks and uncertainties that could cause Keysight’s results to differ materially from management’s current expectations. Such risks and uncertainties include, but are not limited to, the impact of global economic conditions such as inflation or potential recession, the impacts of increased trade tensions such as an imposition of or increase in tariffs and tightening of export control regulations, slowing demand for products or services, volatility in financial markets, reduced access to credit, changes in interest rates or currency exchange rates, the existence of political or economic instability, impacts of geopolitical tension and conflict in regions outside of the U.S., the impact of new and ongoing litigation, impacts related to net zero emissions commitments, and the impact of volatile weather caused by environmental conditions such as climate change. Our actual results could differ materially from the results contemplated by these forward-looking statements due to various factors, including but not limited to those risks and uncertainties discussed in Part II Item 1A and elsewhere in this Form 10-Q.
Basis of Presentation
The financial information presented in this Form 10-Q is not audited and is not necessarily indicative of our future consolidated financial position, results of operations, or cash flows. 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 quarter periods.
Overview and Executive Summary
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.
We invest in research and development (“R&D”) to align our business with available markets and position the company for growth. Our R&D efforts focus on the development of new software and hardware products, as well as improvements to existing products, and solutions aligned to the industries that we serve. We anticipate that we will continue to have significant R&D expenditures in order to maintain our competitive position with a continuous flow of innovative, high-quality software,
solutions, products, and services. We remain committed to investment in R&D and have focused our development efforts on strategic opportunities to capture future growth.
Acquisition of Spirent Communications plc
In the fourth quarter of fiscal 2025, we acquired all of the outstanding common stock of Spirent Communications plc (“Spirent”) for $1,415 million, net of $127 million cash acquired, using existing cash. For the three months ended January 31, 2026, our acquisition of Spirent resulted in incremental revenue of $88 million. In our discussion of changes in our results of operations, we have qualitatively disclosed the impact of the Spirent acquisition.
Impact of U.S. government tariffs
Changes to U.S. tariff policy, which resulted in broad-based increases in tariff rates, impacted our financial results for the three months ended January 31, 2026. Notwithstanding the recent decision by the United States Supreme Court on February 20, 2026, litigation continues in the federal courts regarding the treatment (including recoverability) of certain tariffs. We continue to closely monitor and assess the potential impact of ongoing tariff actions on our results, and take steps across multiple vectors to reduce the impact. This multipronged mitigation approach spans our global manufacturing footprint and sourcing strategies, as well as pricing and cost actions. For additional discussion of risks related to tariffs and trade relations, please refer to the risk factor, in Part II, Item 1A. Risk Factors.
Three months ended January 31, 2026 and 2025
Total orders for the three months ended January 31, 2026 were $1,645 million, an increase of 30 percent compared to the same period last year. Foreign currency movements had a favorable impact of 1 percentage point, and acquisitions had a favorable impact of 7 percentage points, on the year-over-year change. Orders increased across all regions.
Revenue for the three months ended January 31, 2026 was $1,600 million, an increase of 23 percent compared to the same period last year. Foreign currency movements had a favorable impact of 1 percentage point, and acquisitions had a favorable impact of 8 percentage points, on the year-over-year change. Revenue increased in both the Communications Solutions Group (“CSG”) and the Electronic Industrial Solutions Group (“EISG”). Revenue from CSG and EISG represented 70 percent and 30 percent, respectively, of total revenue for the three months ended January 31, 2026.
Net income for the three months ended January 31, 2026 was $281 million compared to $169 million for the same period last year. The increase in net income for the three months ended January 31, 2026 was primarily driven by higher revenue, higher income tax benefit due to a net benefit from a favorable audit settlement and net gains on derivative instruments, partially offset by incremental costs from acquired businesses, net losses on equity investments, higher amortization of acquisition-related balances, impact of tariffs, and higher variable people-related costs.
Outlook
Our first-to-market solutions strategy enables customers to develop new technologies and accelerate innovation and provides a platform for Keysight's long-term growth. Our customers are expected to continue to make R&D investments in certain next-generation technologies and applications, including evolution of 5G, early 6G, quantum computing, high-speed data center networks and infrastructure, satellite networks, artificial intelligence (“AI”), industrial internet of things (“IoT”), defense modernization, and next generation electric vehicles, and autonomous vehicles. We continue to engage actively with our customers and closely monitor the macroeconomic environment, including tariffs, trade restrictions and tightening of export control regulations, monetary and fiscal policies, and geopolitical tensions. We remain confident in the long-term secular growth trends of our markets and our ability to outperform in a variety of market conditions.
Critical Accounting Policies and Estimates
There were no material changes during the three months ended January 31, 2026 to the critical accounting estimates described in “Management's Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended October 31, 2025.
Adoption of New Accounting Pronouncements
See Note 1, “Overview and Summary of Significant Accounting Policies,” to the condensed consolidated financial statements for a description of new accounting pronouncements.
Currency Exchange Rate Exposure
Our revenues, costs and expenses, and monetary assets and liabilities are exposed to changes in foreign currency exchange rates due to our global operating, investing, and financing activities. We hedge revenues, expenses, and balance sheet exposures that are not denominated in the functional currencies of our subsidiaries on a short-term and anticipated basis. The result of these hedging activities are included in the condensed consolidated balance sheet and condensed consolidated statement of operations. We may experience some fluctuations within individual lines of the condensed consolidated balance sheet and condensed consolidated statement of operations because our hedging program is not designed to offset the currency movements in each category of revenues, expenses, and monetary assets and liabilities. Our cash flow hedging program is designed to hedge short-term currency movements based on a rolling period of up to twelve months. Therefore, we are exposed to currency fluctuations over the longer term. To the extent that we are required to pay for all, or portions, of an acquisition price in foreign currencies, we may enter into foreign exchange contracts to reduce the risk that currency movements will impact the U.S. dollar cost of the transaction.
Results from Operations - Three months ended January 31, 2026 and 2025
A summary of our results is as follows:
| Three Months Ended | Year-over-Year | ||||||||||||||||||||||||||||||||||
| January 31, | Change | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Three Months | |||||||||||||||||||||||||||||||||
| (in millions, except percentages) | |||||||||||||||||||||||||||||||||||
| Revenue | $ | 1,600 | $ | 1,298 | 23% | ||||||||||||||||||||||||||||||
| Gross margin | 62.2 | % | 63.1 | % | (1) ppt | ||||||||||||||||||||||||||||||
| Research and development | $ | 303 | $ | 249 | 22% | ||||||||||||||||||||||||||||||
| Percentage of revenue | 19 | % | 19 | % | — | ||||||||||||||||||||||||||||||
| Selling, general and administrative | $ | 447 | $ | 361 | 24% | ||||||||||||||||||||||||||||||
| Percentage of revenue | 28 | % | 28 | % | — | ||||||||||||||||||||||||||||||
| Other operating expense (income), net | $ | (3) | $ | (8) | (58)% | ||||||||||||||||||||||||||||||
| Income from operations | $ | 248 | $ | 218 | 14% | ||||||||||||||||||||||||||||||
| Operating margin | 15.5 | % | 16.8 | % | (1) ppt | ||||||||||||||||||||||||||||||
| Interest income | $ | 16 | $ | 19 | (16)% | ||||||||||||||||||||||||||||||
| Interest expense | $ | (29) | $ | (20) | 46% | ||||||||||||||||||||||||||||||
| Other income (expense), net | $ | (37) | $ | (18) | 106% | ||||||||||||||||||||||||||||||
| Income before taxes | $ | 198 | $ | 199 | — | ||||||||||||||||||||||||||||||
| Provision (benefit) for income taxes | $ | (83) | $ | 30 | — | ||||||||||||||||||||||||||||||
| Net income | $ | 281 | $ | 169 | 67% |
Revenue
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. Returns are recorded in the period received from the customer and historically have not been material.
The following table provides the percentage change in revenue for the three months ended January 31, 2026 by geographic region and the impact of foreign currency movements as compared to the same period last year.
| Year-over-Year Change | |||||||||||||||||||||||
| Three Months Ended | |||||||||||||||||||||||
| January 31, 2026 | |||||||||||||||||||||||
| Geographic Region | Actual | Currency Impact Favorable (Unfavorable) | |||||||||||||||||||||
| Americas | 23% | — | |||||||||||||||||||||
| Europe | 27% | 7 ppts | |||||||||||||||||||||
| Asia Pacific | 21% | — | |||||||||||||||||||||
| Total revenue | 23% | 1 ppt |
Refer to the “Segment Overview” section of Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations for additional information on changes in revenue during the three months ended January 31, 2026.
Gross Margin, Operating Margin, and Income Before Taxes
Gross margin for the three months ended January 31, 2026 decreased 1 percentage point compared to the same period last year, primarily driven by the impact of tariffs, higher amortization of acquisition-related balances, and higher people-related costs, partially offset by higher revenue volume and favorable gross margin impact from acquisitions.
R&D expense for the three months ended January 31, 2026 increased 22 percent compared to the same period last year, primarily driven by incremental costs from acquired businesses, continued investments in key growth opportunities in our end markets and leading-edge technologies, and higher variable people-related costs.
Selling, general and administrative expense for the three months ended January 31, 2026 increased 24 percent compared to the same period last year, primarily driven by incremental costs from acquired businesses, higher people-related costs, and higher amortization of acquisition-related balances.
Other operating expense (income), net for the three months ended January 31, 2026 was income of $3 million compared to income of $8 million for the same period last year.
Operating margin for the three months ended January 31, 2026 decreased 1 percentage point compared to the same period last year, primarily due to gross margin declines.
Interest income for the three months ended January 31, 2026 was $16 million compared to $19 million for the same period last year and primarily relates to interest earned on our cash balances. Interest expense for three months ended January 31, 2026 was $29 million compared to $20 million for the same period last year and primarily relates to interest on our senior notes.
Other income (expense), net for the three months ended January 31, 2026 was expense of $37 million compared to expense of $18 million for the same period last year. The increase in other expense, net for the three months ended January 31, 2026 is primarily driven by net losses on equity investments, partially offset by net gains on derivative instruments and lower amortization of actuarial losses.
As of January 31, 2026 and 2025, our headcount was approximately 16,600 and 15,400, respectively. The increase is primarily driven by acquisitions.
Income Taxes
We calculate income taxes for interim reporting periods by applying the 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.
Segment Overview
We have two reportable operating segments, CSG and EISG. The profitability of each of the segments is measured after excluding 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, expenses related to our centralized sales force, and global services, marketing, and technology functions that are provided to the segments in order to realize economies of scale and to efficiently use resources. Corporate charges include legal, accounting, real estate, insurance, information technology, 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.
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, emulation, 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 ecosystem), 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.
Revenue
| Three Months Ended | Year- over-Year | ||||||||||||||||||||||||||||||||||
| January 31, | Change | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Three Months | |||||||||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||||||||
| Total revenue | $ | 1,124 | $ | 883 | 27% |
CSG revenue for the three months ended January 31, 2026 increased 27 percent compared to the same period last year. Foreign currency movements had a favorable impact of 1 percentage point, and acquisitions had a favorable impact of 10 percentage points on the year-over-year change. Revenue grew across all regions and in both the commercial communications and the aerospace, defense, and government end markets. The increase in revenue was primarily driven by demand in high-speed networks to support the growing need for AI capabilities and aerospace and defense solutions. Our customers continued their R&D spend in next-generation technologies and applications, including AI-driven data center expansion, ongoing 5G standards development and deployment, 400G/800G/1.6T Ethernet, development of new communications technologies (e.g., 6G, Open Radio Access Networks, commercial non-terrestrial networks, quantum), high-speed networking, and major defense and government programs worldwide.
Our commercial communications end market revenue for the three months ended January 31, 2026 increased 33 percent year-over-year and represented 67 percent of total CSG revenue. Revenue grew across all regions. The year-over-year increase in revenue was primarily driven by our customers R&D spend in terabit solutions and expanding 400G/800G/1.6T transceiver manufacturing capacity to meet rising demand for AI capabilities. We continued to see investments in high-speed networks due to increasing need for AI capabilities in the data center infrastructure ecosystem, which drove demand for our 400G/800G Ethernet solutions, both in R&D and manufacturing.
Our aerospace, defense, and government end market revenue for the three months ended January 31, 2026 increased 18 percent year-over-year and represented 33 percent of total CSG revenue. Revenue growth in the Americas and Europe was partially offset by a decline in Asia Pacific. The year-over-year increase in revenue was primarily driven by strong growth in
radar and spectrum operations coupled with space and satellite solutions. We continue to see investments in defense modernization and new technologies.
Gross Margin and Operating Margin
| Three Months Ended | Year- over-Year | ||||||||||||||||||||||||||||||||||
| January 31, | Change | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Three Months | |||||||||||||||||||||||||||||||||
| (in millions, except percentages) | |||||||||||||||||||||||||||||||||||
| Gross margin | 68.5 | % | 68.0 | % | — | ||||||||||||||||||||||||||||||
| Research and development | $ | 203 | $ | 168 | 21% | ||||||||||||||||||||||||||||||
| Selling, general and administrative | $ | 260 | $ | 198 | 31% | ||||||||||||||||||||||||||||||
| Other operating expense (income), net | $ | (2) | $ | (6) | (60)% | ||||||||||||||||||||||||||||||
| Income from operations | $ | 309 | $ | 240 | 29% | ||||||||||||||||||||||||||||||
| Operating margin | 27.5 | % | 27.2 | % | — |
Gross margin for the three months ended January 31, 2026 was flat compared to the same period last year, as higher revenue volume and favorable gross margin impact from acquisitions were offset by the impact of tariffs and higher people-related costs.
R&D expense for the three months ended January 31, 2026 increased 21 percent compared to the same period last year, primarily driven by incremental costs from acquired businesses, continued investments in key growth opportunities in our end markets and leading-edge technologies and higher variable people-related costs.
Selling, general and administrative expense for the three months ended January 31, 2026 increased 31 percent compared to the same period last year, primarily driven by incremental costs from acquired businesses, higher people-related costs, and higher infrastructure costs.
Other operating expense (income), net for the three months ended January 31, 2026 was income of $2 million compared to income of $6 million for the same period last year.
Operating margin for the three months ended January 31, 2026 was flat compared to the same period last year, driven by flat movements in gross margin and operating expenses as a percentage of sales.
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, emulation, 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.
Revenue
| Three Months Ended | Year-over-Year | ||||||||||||||||||||||||||||||||||
| January 31, | Change | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Three Months | |||||||||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||||||||
| Total revenue | $ | 476 | $ | 415 | 15% |
EISG revenue for the three months ended January 31, 2026 increased 15 percent compared to the same period last year. Foreign currency movements had a favorable impact of 2 percentage points, and acquisitions had a favorable impact of 3 percentage points on the year-over-year change. Revenue increased in Europe and Asia Pacific, partially offset by a decline in the Americas. Revenue increased across all markets. The increase in revenue was driven by AI-driven demand for advanced semiconductor technologies, software-defined vehicles and autonomous driving, industrial IoT, digital health, and fab capacity.
Gross Margin and Operating Margin
| Three Months Ended | Year-over-Year | ||||||||||||||||||||||||||||||||||
| January 31, | Change | ||||||||||||||||||||||||||||||||||
| 2026 | 2025 | Three Months | |||||||||||||||||||||||||||||||||
| (in millions, except percentages) | |||||||||||||||||||||||||||||||||||
| Gross margin | 62.4 | % | 61.1 | % | 1 ppt | ||||||||||||||||||||||||||||||
| Research and development | $ | 76 | $ | 62 | 22% | ||||||||||||||||||||||||||||||
| Selling, general and administrative | $ | 92 | $ | 79 | 17% | ||||||||||||||||||||||||||||||
| Other operating expense (income), net | $ | (1) | $ | (2) | (54)% | ||||||||||||||||||||||||||||||
| Income from operations | $ | 130 | $ | 114 | 14% | ||||||||||||||||||||||||||||||
| Operating margin | 27.2 | % | 27.4 | % | — |
Gross margin for the three months ended January 31, 2026 increased 1 percentage point compared to the same period last year, primarily driven by higher revenue volume and favorable gross margin impact from acquisitions, partially offset by the impact of tariffs and higher people-related costs.
R&D expense for the three months ended January 31, 2026 increased 22 percent compared to the same period last year, primarily driven by incremental costs from acquired businesses, continued investments in key growth opportunities in our end markets and leading-edge technologies, and higher variable people-related costs.
Selling, general and administrative expense for the three months ended January 31, 2026 increased 17 percent compared to the same period last year, primarily driven by incremental costs from acquired businesses, higher people-related costs, and higher infrastructure costs.
Other operating expense (income), net for the three months ended January 31, 2026 was income of $1 million compared to income of $2 million for the same period last year.
Operating margin for the three months ended January 31, 2026 was flat compared to the same period last year, as higher operating expenses as a percentage of sales were offset by gross margin gains.
Financial Condition
Liquidity and Capital Resources
Our liquidity is affected by many factors, including normal ongoing operations of our business and fluctuations due to global economics and markets. Our cash balances are generated and held in many locations throughout the world. Under certain circumstances, U.S. and local government regulations may limit our ability to move cash balances to meet cash needs.
Overview of Cash Flows
Our key cash flow activities were as follows:
| Three Months Ended | |||||||||||
| January 31, | |||||||||||
| 2026 | 2025 | ||||||||||
| (in millions) | |||||||||||
| Net cash provided by operating activities | $ | 441 | $ | 378 | |||||||
| Net cash used in investing activities | $ | (44) | $ | (33) | |||||||
| Net cash used in financing activities | $ | (99) | $ | (74) |
Operating Activities
Cash flows from operating activities can fluctuate significantly from period to period due to working capital needs, the timing of payments for income taxes, variable pay, pension funding, and other items that impact reported cash flows.
Net cash provided by operating activities increased $63 million during the three months ended January 31, 2026 compared to the same period last year.
- Net income for the three months ended January 31, 2026 increased $112 million compared to the same period last year. Non-cash adjustments to net income were $152 million higher, primarily due to a $90 million increase in unrealized losses on investments in equity securities, a $32 million increase in amortization, a $14 million increase in share-based compensation expense, a $9 million decrease in deferred tax benefit, a $7 million increase in depreciation
expense, and a $5 million increase in other non-cash expenses, partially offset by a $5 million gain on sale of investments.
-
The aggregate change in accounts receivable, inventory, and accounts payable provided net cash of $17 million during the first three months of fiscal 2026 compared to net cash provided of $11 million in the same period last year. The amount of cash flow generated from or used by the aggregate of accounts receivable, inventory, and accounts payable depends upon the cash conversion cycle, which represents the number of days that elapse from the day we pay for the purchase of raw materials and components to the collection of cash from our customers and can be significantly impacted by the timing of shipments and purchases, as well as collections and payments in a period.
-
The aggregate of income taxes payable and receivable used net cash of $94 million during the first three months of fiscal 2026 compared to net cash provided of $29 million in the same period last year, primarily driven by a current year income tax benefit due to one-time discrete tax items (see Note 5, “Income Taxes,” for additional information), partially offset by income tax accruals.
-
The aggregate movements in other assets and liabilities used net cash of $6 million during the first three months of fiscal 2026 compared to net cash provided of $78 million in the same period last year, primarily driven by changes in derivative assets and liabilities (see Note 9, “Derivatives,” for additional information), higher payroll-related payments, net of accruals, higher interest payments, net of accruals, partially offset by changes in deferred revenue and other assets and liabilities.
Investing Activities
Our investing activities primarily include investments in property, plant and equipment and acquisitions of businesses to support our strategy and growth.
Net cash used in investing activities increased $11 million during the three months ended January 31, 2026 compared to the same period last year, primarily driven by $16 million cash used for acquisition activities and $2 million increase in cash used for purchases of property, plant and equipment, partially offset by $7 million proceeds from the sale of investments.
Financing Activities
Our financing activities primarily include proceeds from issuance of common stock under employee stock plans, tax payments related to net share settlement of equity awards, issuances and repayment of debt and related costs, and treasury stock repurchases.
Net cash used in financing activities increased $25 million during the three months ended January 31, 2026 compared to the same period last year, primarily driven by a $13 million payment of acquisition-related deferred consideration and $12 million higher treasury stock repurchases.
Treasury Stock Repurchases
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. 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. See “Issuer Purchases of Equity Securities” under Part II Item 2 for additional information.
Debt
| January 31, 2026 | October 31, 2025 | ||||||||||
| (in millions) | |||||||||||
| Senior Notes (par value) | $ | 2,550 | $ | 2,550 | |||||||
| Revolving Credit Facility | $ | 750 | $ | 750 | |||||||
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.
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.
See Note 10, “Debt,” for additional information.
Cash and cash requirements
Cash
| January 31, 2026 | October 31, 2025 | ||||||||||
| (in millions) | |||||||||||
| Cash, cash equivalents and restricted cash | $ | 2,195 | $ | 1,890 | |||||||
| U.S. | $ | 488 | $ | 573 | |||||||
| Non-U.S. | $ | 1,707 | $ | 1,317 |
Our cash and cash equivalents mainly consist of investments in institutional money market funds investments, 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 and money market fund asset managers with whom 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.
Cash requirements
We have cash requirements to support working capital needs, capital expenditures, business acquisitions, contractual obligations, commitments, principal and interest payments on debt, and other liquidity requirements associated with our operations. We generally intend to use available cash and funds generated from our operations to meet these cash requirements. In the event that additional liquidity is required, we may also borrow under the Revolving Credit Facility and/or issue new debt.
There were no other material changes to the cash requirements from our Annual Report on Form 10-K for the fiscal year ended October 31, 2025.
During the three months ended January 31, 2026, we released $56 million of uncertain tax positions resulting from an audit settlement. 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.
For the remainder of fiscal 2026, we do not expect to contribute to our U.S. defined benefit plans and U.S. post-retirement benefit plan, and 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, market conditions, interest rates, and other factors. See Note 11, “Retirement Plans and Post-Retirement Benefit Plans,” for additional information.
We expect capital spending to be approximately $160 million in 2026, primarily for investments in capacity expansion and technology investments.
As of January 31, 2026, we believe our cash and cash equivalents, cash generated from operations, and our ability to access capital markets and credit lines will satisfy our cash needs for the foreseeable future both globally and domestically.
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