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 | Six Months Ended | ||||||||||||||||||||||
| April 30, | April 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Revenue: | |||||||||||||||||||||||
| Products | $ | 1,339 | $ | 988 | $ | 2,564 | $ | 1,971 | |||||||||||||||
| Services and other | 378 | 318 | 753 | 633 | |||||||||||||||||||
| Total revenue | 1,717 | 1,306 | 3,317 | 2,604 | |||||||||||||||||||
| Costs and expenses: | |||||||||||||||||||||||
| Cost of products | 427 | 386 | 913 | 761 | |||||||||||||||||||
| Cost of services and other | 112 | 106 | 231 | 209 | |||||||||||||||||||
| Total cost of sales | 539 | 492 | 1,144 | 970 | |||||||||||||||||||
| Research and development | 320 | 250 | 623 | 499 | |||||||||||||||||||
| Selling, general and administrative | 456 | 360 | 903 | 721 | |||||||||||||||||||
| Other operating expense (income), net | (5) | (3) | (8) | (11) | |||||||||||||||||||
| Total costs and expenses | 1,310 | 1,099 | 2,662 | 2,179 | |||||||||||||||||||
| Income from operations | 407 | 207 | 655 | 425 | |||||||||||||||||||
| Interest income | 18 | 21 | 34 | 40 | |||||||||||||||||||
| Interest expense | (25) | (20) | (54) | (40) | |||||||||||||||||||
| Other income (expense), net | 18 | 112 | (19) | 94 | |||||||||||||||||||
| Income before taxes | 418 | 320 | 616 | 519 | |||||||||||||||||||
| Provision (benefit) for income taxes | 69 | 63 | (14) | 93 | |||||||||||||||||||
| Net income | $ | 349 | $ | 257 | $ | 630 | $ | 426 | |||||||||||||||
| Net income per share: | |||||||||||||||||||||||
| Basic | $ | 2.04 | $ | 1.49 | $ | 3.68 | $ | 2.47 | |||||||||||||||
| Diluted | $ | 2.02 | $ | 1.49 | $ | 3.64 | $ | 2.45 | |||||||||||||||
| Weighted average shares used in computing net income per share: | |||||||||||||||||||||||
| Basic | 171 | 172 | 171 | 173 | |||||||||||||||||||
| Diluted | 173 | 173 | 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 | Six Months Ended | ||||||||||||||||||||||
| April 30, | April 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| Net income | $ | 349 | $ | 257 | $ | 630 | $ | 426 | |||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||
| Gain (loss) on derivative instruments, net of tax benefit (expense) of $(1), $1, $(2) and $1 | (1) | (1) | 5 | (2) | |||||||||||||||||||
| Amounts reclassified into earnings related to derivative instruments, net of tax benefit (expense) of $2, $1, $4 and $1 | (6) | (3) | (12) | (8) | |||||||||||||||||||
| Foreign currency translation, net of tax benefit (expense) of $(2), zero, $2 and zero | (42) | 152 | 11 | 79 | |||||||||||||||||||
| Change in net actuarial loss and prior service cost associated with defined benefit plan, net of tax benefit (expense) of $1, zero, $(3) and zero | (2) | 2 | (6) | 2 | |||||||||||||||||||
| Other comprehensive income (loss) | (51) | 150 | (2) | 71 | |||||||||||||||||||
| Total comprehensive income | $ | 298 | $ | 407 | $ | 628 | $ | 497 |
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)
| April 30, 2026 | October 31, 2025 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | 2,412 | $ | 1,873 | |||||||
| Accounts receivable, net | 1,022 | 939 | |||||||||
| Inventory | 1,038 | 1,050 | |||||||||
| Other current assets | 570 | 486 | |||||||||
| Total current assets | 5,042 | 4,348 | |||||||||
| Property, plant and equipment, net | 741 | 795 | |||||||||
| Operating lease right-of-use assets | 220 | 236 | |||||||||
| Goodwill | 3,465 | 3,424 | |||||||||
| Other intangible assets, net | 1,174 | 1,304 | |||||||||
| Long-term investments | 169 | 211 | |||||||||
| Long-term deferred tax assets | 335 | 373 | |||||||||
| Other assets | 592 | 610 | |||||||||
| Total assets | $ | 11,738 | $ | 11,301 | |||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities: | |||||||||||
| Current portion of long-term debt | $ | 699 | $ | — | |||||||
| Accounts payable | 392 | 355 | |||||||||
| Employee compensation and benefits | 448 | 399 | |||||||||
| Deferred revenue | 737 | 652 | |||||||||
| Income and other taxes payable | 124 | 207 | |||||||||
| Operating lease liabilities | 52 | 51 | |||||||||
| Other accrued liabilities | 197 | 186 | |||||||||
| Total current liabilities | 2,649 | 1,850 | |||||||||
| Long-term debt | 1,832 | 2,534 | |||||||||
| Retirement and post-retirement benefits | 76 | 75 | |||||||||
| Long-term deferred revenue | 251 | 232 | |||||||||
| Long-term operating lease liabilities | 176 | 193 | |||||||||
| Other long-term liabilities | 423 | 536 | |||||||||
| Total liabilities | 5,407 | 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; 32.0 million shares and 30.8 million shares, respectively | (4,108) | (3,799) | |||||||||
| Additional paid-in-capital | 2,982 | 2,851 | |||||||||
| Retained earnings | 7,705 | 7,075 | |||||||||
| Accumulated other comprehensive loss | (250) | (248) | |||||||||
| Total stockholders' equity | 6,331 | 5,881 | |||||||||
| Total liabilities and equity | $ | 11,738 | $ | 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)
| Six Months Ended | |||||||||||
| April 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| Cash flows from operating activities: | |||||||||||
| Net income | $ | 630 | $ | 426 | |||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Depreciation | 77 | 64 | |||||||||
| Amortization | 135 | 70 | |||||||||
| Share-based compensation | 134 | 98 | |||||||||
| Deferred tax expense (benefit) | (30) | (40) | |||||||||
| Excess and obsolete inventory-related charges | 19 | 22 | |||||||||
| Gain on sale of investments | (6) | — | |||||||||
| Unrealized loss (gain) on investments in equity securities | 48 | (23) | |||||||||
| Other non-cash expenses (income), net | 8 | 2 | |||||||||
| Changes in assets and liabilities, net of effects of businesses acquired: | |||||||||||
| Accounts receivable | (89) | 123 | |||||||||
| Inventory | (6) | (18) | |||||||||
| Accounts payable | 46 | 7 | |||||||||
| Employee compensation and benefits | 61 | 20 | |||||||||
| Deferred revenue | 91 | 52 | |||||||||
| Income taxes payable | (103) | 56 | |||||||||
| Other assets and liabilities | (73) | 3 | |||||||||
| Net cash provided by operating activities | 942 | 862 | |||||||||
| Cash flows from investing activities: | |||||||||||
| Investments in property, plant and equipment | (63) | (59) | |||||||||
| Acquisitions of businesses and intangible assets, net of cash acquired | (17) | (3) | |||||||||
| Purchase of investments | (17) | (4) | |||||||||
| Proceeds from sale of investments | 17 | — | |||||||||
| Net cash used in investing activities | (80) | (66) | |||||||||
| 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 | (35) | (29) | |||||||||
| Treasury stock repurchases, including excise tax payments | (310) | (228) | |||||||||
| Proceeds from issuance of long-term debt | — | 748 | |||||||||
| Payment of acquisition-related consideration | (14) | — | |||||||||
| Debt issuance costs | (1) | (7) | |||||||||
| Net cash provided by (used in) financing activities | (328) | 515 | |||||||||
| Effect of exchange rate movements | 6 | 10 | |||||||||
| Net increase in cash, cash equivalents, and restricted cash | 540 | 1,321 | |||||||||
| Cash, cash equivalents, and restricted cash at beginning of period | 1,890 | 1,814 | |||||||||
| Cash, cash equivalents, and restricted cash at end of period | $ | 2,430 | $ | 3,135 | |||||||
| Supplemental cash flow information: | |||||||||||
| Interest payments | $ | 70 | $ | 39 | |||||||
| Income tax paid, net | $ | 84 | $ | 44 | |||||||
| Investments in property, plant and equipment included in accounts payable | $ | 12 | $ | 14 |
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 January 31, 2026 | 202,736 | $ | 2 | $ | 2,932 | (31,236) | $ | (3,886) | $ | 7,356 | $ | (199) | $ | 6,205 | |||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | 349 | — | 349 | |||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | — | — | — | — | — | — | (51) | (51) | |||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock | 37 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Taxes related to net share settlement of equity awards | — | — | (4) | — | — | — | — | (4) | |||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | 54 | — | — | — | — | 54 | |||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock, including excise tax | — | — | — | (778) | (222) | — | — | (222) | |||||||||||||||||||||||||||||||||||||||||||||
| Balance as of April 30, 2026 | 202,773 | $ | 2 | $ | 2,982 | (32,014) | $ | (4,108) | $ | 7,705 | $ | (250) | $ | 6,331 | |||||||||||||||||||||||||||||||||||||||
| Balance as of October 31, 2025 | 202,080 | $ | 2 | $ | 2,851 | (30,813) | $ | (3,799) | $ | 7,075 | $ | (248) | $ | 5,881 | |||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | 630 | — | 630 | |||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | — | — | — | — | — | — | (2) | (2) | |||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock | 693 | — | 32 | — | — | — | — | 32 | |||||||||||||||||||||||||||||||||||||||||||||
| Taxes related to net share settlement of equity awards | — | — | (35) | — | — | — | — | (35) | |||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | 134 | — | — | — | — | 134 | |||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock, including excise tax | — | — | — | (1,201) | (309) | — | — | (309) | |||||||||||||||||||||||||||||||||||||||||||||
| Balance as of April 30, 2026 | 202,773 | $ | 2 | $ | 2,982 | (32,014) | $ | (4,108) | $ | 7,705 | $ | (250) | $ | 6,331 | |||||||||||||||||||||||||||||||||||||||
| Balance as of January 31, 2025 | 201,681 | $ | 2 | $ | 2,731 | (28,873) | $ | (3,497) | $ | 6,394 | $ | (443) | $ | 5,187 | |||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | 257 | — | 257 | |||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | — | — | — | — | — | — | 150 | 150 | |||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock | 23 | — | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | 34 | — | — | — | — | 34 | |||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock, including excise tax | — | — | — | (1,041) | (151) | — | — | (151) | |||||||||||||||||||||||||||||||||||||||||||||
| Balance as of April 30, 2025 | 201,704 | $ | 2 | $ | 2,765 | (29,914) | $ | (3,648) | $ | 6,651 | $ | (293) | $ | 5,477 | |||||||||||||||||||||||||||||||||||||||
| Balance as of October 31, 2024 | 201,008 | $ | 2 | $ | 2,664 | (28,424) | $ | (3,422) | $ | 6,225 | $ | (364) | $ | 5,105 | |||||||||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | 426 | — | 426 | |||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss), net of tax | — | — | — | — | — | — | 71 | 71 | |||||||||||||||||||||||||||||||||||||||||||||
| Issuance of common stock | 696 | — | 31 | — | — | — | — | 31 | |||||||||||||||||||||||||||||||||||||||||||||
| Taxes related to net share settlement of equity awards | — | — | (29) | — | — | — | — | (29) | |||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation | — | — | 99 | — | — | — | — | 99 | |||||||||||||||||||||||||||||||||||||||||||||
| Repurchase of common stock, including excise tax | — | — | — | (1,490) | (226) | — | — | (226) | |||||||||||||||||||||||||||||||||||||||||||||
| Balance as of April 30, 2025 | 201,704 | $ | 2 | $ | 2,765 | (29,914) | $ | (3,648) | $ | 6,651 | $ | (293) | $ | 5,477 |
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 April 30, 2026 and October 31, 2025, results of operations for the three and six months ended April 30, 2026 and 2025, and cash flows for the six months ended April 30, 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.
IEEPA tariff refund claims and related customer surcharge refunds. In February 2026, the Supreme Court of the United States (“U.S. Supreme Court”) determined that certain tariffs imposed pursuant to the International Emergency Economic Powers Act (“IEEPA”) were not authorized by law. Subsequent rulings by the U.S. Court of International Trade have directed the U.S. Customs and Border Protection to establish processes to effect refunds of certain tariffs previously collected. Based on these judicial determinations, we concluded that the company has been legally released from the obligation underlying the invalidated tariffs in accordance with the legal release model within the scope of Accounting Standards Codification 405, Liabilities, and that we have a present right to repayment of amounts previously paid.
Accordingly, for the three and six months ended April 30, 2026, we recorded a receivable of $100 million within “other current assets” in the condensed consolidated balance sheet, representing recovery of IEEPA tariffs previously paid and statutory interest accrued, with corresponding offsets of $93 million to “cost of sales,” $4 million to “selling, general and administrative expenses,” and $3 million to “interest income” in the condensed consolidated statement of operations. In addition, we recorded a $40 million liability within “other accrued liabilities” in the condensed consolidated balance sheet as a result of our decision to refund IEEPA tariff surcharges collected from our customers, with a corresponding reduction of revenue in the condensed consolidated statement of operations. For discussion of risks related to tariff refund claims, see Part II Item 1A, Risk Factors.
Update to Significant Accounting Policies. There have been no additional 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.
Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. In December 2023, the Financial Accounting Standards Board (“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 $667 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 | 25 | ||||
| Property, plant and equipment | 24 | ||||
| Operating lease right-of-use assets | 11 | ||||
| Other intangible assets | 528 | ||||
| Other assets | 8 | ||||
| Total assets acquired | 1,263 | ||||
| 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 | 851 | ||||
| Goodwill | 713 | ||||
| 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 six months ended April 30, 2026, the fair value measurements of assets acquired and liabilities assumed as of the acquisition date were refined. The total purchase price allocation adjustments to goodwill for the six months ended April 30, 2026 were approximately $15 million and related primarily to a decrease in the allocation to inventory, property, plant and equipment and other current assets of $4 million, $4 million, and $2 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 third 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 |
As noted above, the intangible assets were valued using various income approach methods and significant assumptions. Significant assumptions related to developed technology included royalty rate, obsolescence rate, revenue growth rate, earnings before interest and taxes, discount rate, and total operating expenses. Significant assumptions related to customer relationships included customer attrition rate, developed technology royalty rate, revenue growth rate, earnings before interest and taxes, discount rate, and total operating expenses. Similar significant assumptions were used to value developed technology and customer relationships included in assets held for sale for the Spirent-related divestiture.
Acquisition and integration costs directly related to the Spirent acquisition are primarily included in “research and development” and “selling, general and administrative” in the condensed consolidated statement of operations, and were $30 million and $49 million, respectively, for the three and six months ended April 30, 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. During the six months ended April 30, 2026, the total purchase consideration was reduced by $1 million to $580 million, reflecting measurement period adjustments to the purchase price allocation.
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 $230 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 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 | 297 | ||||
| Total consideration | $ | 580 |
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.
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” in the condensed consolidated statement of operations, and were not material and $5 million, respectively, for the three and six months ended April 30, 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 $14 million and $14 million, respectively. During the six months ended April 30, 2026, the fair value measurements of assets acquired and liabilities assumed as of the acquisition date were refined. The total purchase price allocation adjustments to goodwill for the six months ended April 30, 2026 were approximately $12 million and related primarily to a decrease in the allocation to accounts receivable and other intangible assets of $6 million and $3 million, respectively, as well as an increase to deferred revenue of $3 million. 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 | |||||||||||||||||||||||||||||||||||
| April 30, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||
| CSG | EISG | Total | CSG | EISG | Total | ||||||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||||||||
| Region | |||||||||||||||||||||||||||||||||||
| Americas | $ | 544 | $ | 100 | $ | 644 | $ | 408 | $ | 102 | $ | 510 | |||||||||||||||||||||||
| Europe | 189 | 139 | 328 | 128 | 95 | 223 | |||||||||||||||||||||||||||||
| Asia Pacific | 498 | 247 | 745 | 377 | 196 | 573 | |||||||||||||||||||||||||||||
| Total revenue | $ | 1,231 | $ | 486 | $ | 1,717 | $ | 913 | $ | 393 | $ | 1,306 | |||||||||||||||||||||||
| End Market | |||||||||||||||||||||||||||||||||||
| Aerospace, Defense & Government | $ | 373 | $ | — | $ | 373 | $ | 301 | $ | — | $ | 301 | |||||||||||||||||||||||
| Commercial Communications | 858 | — | 858 | 612 | — | 612 | |||||||||||||||||||||||||||||
| Electronic Industrial | — | 486 | 486 | — | 393 | 393 | |||||||||||||||||||||||||||||
| Total revenue | $ | 1,231 | $ | 486 | $ | 1,717 | $ | 913 | $ | 393 | $ | 1,306 | |||||||||||||||||||||||
| Timing of Revenue Recognition | |||||||||||||||||||||||||||||||||||
| Revenue recognized at a point in time | $ | 1,011 | $ | 417 | $ | 1,428 | $ | 730 | $ | 326 | $ | 1,056 | |||||||||||||||||||||||
| Revenue recognized over time | 220 | 69 | 289 | 183 | 67 | 250 | |||||||||||||||||||||||||||||
| Total revenue | $ | 1,231 | $ | 486 | $ | 1,717 | $ | 913 | $ | 393 | $ | 1,306 |
| Six Months Ended | |||||||||||||||||||||||||||||||||||
| April 30, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||
| CSG | EISG | Total | CSG | EISG | Total | ||||||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||||||||
| Region | |||||||||||||||||||||||||||||||||||
| Americas | $ | 1,133 | $ | 191 | $ | 1,324 | $ | 856 | $ | 205 | $ | 1,061 | |||||||||||||||||||||||
| Europe | 355 | 301 | 656 | 265 | 217 | 482 | |||||||||||||||||||||||||||||
| Asia Pacific | 867 | 470 | 1,337 | 675 | 386 | 1,061 | |||||||||||||||||||||||||||||
| Total revenue | $ | 2,355 | $ | 962 | $ | 3,317 | $ | 1,796 | $ | 808 | $ | 2,604 | |||||||||||||||||||||||
| End Market | |||||||||||||||||||||||||||||||||||
| Aerospace, Defense & Government | $ | 739 | $ | — | $ | 739 | $ | 612 | $ | — | $ | 612 | |||||||||||||||||||||||
| Commercial Communications | 1,616 | — | 1,616 | 1,184 | — | 1,184 | |||||||||||||||||||||||||||||
| Electronic Industrial | — | 962 | 962 | — | 808 | 808 | |||||||||||||||||||||||||||||
| Total revenue | $ | 2,355 | $ | 962 | $ | 3,317 | $ | 1,796 | $ | 808 | $ | 2,604 | |||||||||||||||||||||||
| Timing of Revenue Recognition | |||||||||||||||||||||||||||||||||||
| Revenue recognized at a point in time | $ | 1,918 | $ | 817 | $ | 2,735 | $ | 1,430 | $ | 672 | $ | 2,102 | |||||||||||||||||||||||
| Revenue recognized over time | 437 | 145 | 582 | 366 | 136 | 502 | |||||||||||||||||||||||||||||
| Total revenue | $ | 2,355 | $ | 962 | $ | 3,317 | $ | 1,796 | $ | 808 | $ | 2,604 |
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 $138 million and $125 million as of April 30, 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 April 30, 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 $44 million for the three and six months ended April 30, 2026, respectively, and $15 million and $29 million, respectively, for the corresponding periods last year.
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:
| Six Months Ended | |||||
| April 30, 2026 | |||||
| (in millions) | |||||
| Balance at October 31, 2025 | $ | 884 | |||
| Deferral of revenue billed in current period, net of recognition | 500 | ||||
| Deferred revenue arising out of acquisitions | 5 | ||||
| Revenue recognized that was deferred as of the beginning of the period | (403) | ||||
| Foreign currency translation impact | 2 | ||||
| Balance at April 30, 2026 | $ | 988 |
Revenue recognized from contract liabilities was $167 million and $403 million, respectively, for the three and six months ended April 30, 2026, based on balances at October 31, 2025, and was $139 million and $343 million, respectively, for the same periods 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 $660 million as of April 30, 2026 and represents the company’s obligation to deliver products and services and obtain customer acceptance on delivered products. As of April 30, 2026, we expect to fulfill 33 percent of these remaining performance obligations during the remainder of 2026, 38 percent during 2027, and 29 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 | Six Months Ended | ||||||||||||||||||||||
| April 30, | April 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Cost of products and services | $ | 13 | $ | 9 | $ | 29 | $ | 20 | |||||||||||||||
| Research and development | 14 | 9 | 36 | 25 | |||||||||||||||||||
| Selling, general and administrative | 31 | 19 | 70 | 54 | |||||||||||||||||||
| Total share-based compensation expense | $ | 58 | $ | 37 | $ | 135 | $ | 99 |
Share-based compensation capitalized within inventory was $2 million as of April 30, 2026 and 2025.
5. INCOME TAXES
We calculate 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 | Six Months Ended | ||||||||||||||||||||||
| April 30, | April 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in millions, except percentages) | |||||||||||||||||||||||
| Income before taxes | $ | 418 | $ | 320 | $ | 616 | $ | 519 | |||||||||||||||
| Provision (benefit) for income taxes | $ | 69 | $ | 63 | $ | (14) | $ | 93 | |||||||||||||||
| Effective tax rate | 16.5 | % | 19.5 | % | (2.3) | % | 17.9 | % |
For the three and six months ended April 30, 2026, we recorded income tax expense of $69 million and income tax benefit of $14 million, respectively, resulting in an effective tax rate of 16.5 percent and (2.3 percent), respectively. For the three and six months ended April 30, 2025, we recorded income tax expense of $63 million and $93 million, respectively, resulting in an effective tax rate of 19.5 percent and 17.9 percent, respectively. The effective tax rate is generally lower than the U.S. federal statutory rate of 21 percent 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 six months ended April 30, 2026, we recorded net income tax benefits of $87 million from discrete items, driven by a $97 million net benefit from a favorable audit settlement and a $12 million release of reserves due to the expiration of the statute of limitations. These items were partially offset by a $15 million expense related to IEEPA tariff refund claims and $10 million expense from unrecognized tax benefits recorded in the second quarter.
As of April 30, 2026 and October 31, 2025, our long-term income tax liabilities for unrecognized tax benefits were $185 million and $241 million, respectively. The decrease primarily reflected the release of $68 million of uncertain tax positions in connection with an audit settlement in January 2026 as well as a $12 million release of reserves due to the expiration of the statute of limitations, partially offset by current year increases of $25 million.
6. NET INCOME PER SHARE
The following table presents the calculation of basic and diluted net income per share:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| April 30, | April 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in millions, except per-share amounts) | |||||||||||||||||||||||
| Net income | $ | 349 | $ | 257 | $ | 630 | $ | 426 | |||||||||||||||
| Basic weighted-average shares | 171 | 172 | 171 | 173 | |||||||||||||||||||
| Potential common shares | 2 | 1 | 2 | 1 | |||||||||||||||||||
| Diluted weighted-average shares | 173 | 173 | 173 | 174 | |||||||||||||||||||
| Net income per share - basic | $ | 2.04 | $ | 1.49 | $ | 3.68 | $ | 2.47 | |||||||||||||||
| Net income per share - diluted | $ | 2.02 | $ | 1.49 | $ | 3.64 | $ | 2.45 | |||||||||||||||
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 and six months ended April 30, 2026 and 2025.
7. GOODWILL AND OTHER INTANGIBLE ASSETS
The goodwill balances as of April 30, 2026 and October 31, 2025 and the activity for the six months ended April 30, 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 | 5 | 6 | 11 | ||||||||||||||
| Goodwill arising from acquisitions | 26 | 4 | 30 | ||||||||||||||
| Goodwill at April 30, 2026 | $ | 1,998 | $ | 1,467 | $ | 3,465 |
There were no impairments of goodwill for the three and six months ended April 30, 2026 and 2025. As of April 30, 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 April 30, 2026 and October 31, 2025 consisted of the following:
| April 30, 2026 | October 31, 2025 | ||||||||||||||||||||||||||||||||||
| Gross Carrying Amount | Accumulated Amortization | Net Book Value | Gross Carrying Amount | Accumulated Amortization | Net Book Value | ||||||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||||||||
| Developed technology | $ | 2,002 | $ | 1,186 | $ | 816 | $ | 1,987 | $ | 1,099 | $ | 888 | |||||||||||||||||||||||
| Backlog | 48 | 40 | 8 | 51 | 34 | 17 | |||||||||||||||||||||||||||||
| Trademark/Tradename | 43 | 41 | 2 | 43 | 39 | 4 | |||||||||||||||||||||||||||||
| Customer relationships | 821 | 478 | 343 | 820 | 442 | 378 | |||||||||||||||||||||||||||||
| Total amortizable intangible assets | $ | 2,914 | $ | 1,745 | $ | 1,169 | $ | 2,901 | $ | 1,614 | $ | 1,287 | |||||||||||||||||||||||
| In-Process R&D | 5 | — | 5 | 17 | — | 17 | |||||||||||||||||||||||||||||
| Total | $ | 2,919 | $ | 1,745 | $ | 1,174 | $ | 2,918 | $ | 1,614 | $ | 1,304 |
During the six months ended April 30, 2026, we recognized additions to goodwill of $30 million and reductions to intangibles of $3 million for measurement period adjustments to the estimated fair values of assets acquired and liabilities assumed from the 2025 acquisitions and other acquisition activity. See Note 2, “Acquisitions,” for additional information. During the six months ended April 30, 2026, we transferred $8 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 six months ended April 30, 2026, foreign exchange translation had a favorable impact of $8 million on other intangible assets. Amortization of other intangible assets was $66 million and $131 million, respectively, for the three and six months ended April 30, 2026, compared to $32 million and $64 million, respectively, for the same periods last year.
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 six months ended April 30, 2026.
Estimated intangible assets amortization expense for each of the five succeeding fiscal years is as follows:
| Amortization expense | |||||
| (in millions) | |||||
| 2026 (remainder) | $ | 129 | |||
| 2027 | $ | 235 | |||
| 2028 | $ | 232 | |||
| 2029 | $ | 223 | |||
| 2030 | $ | 143 | |||
| 2031 | $ | 132 | |||
| Thereafter | $ | 75 |
The weighted-average amortization period of amortizable intangible assets in aggregate and by asset class were as follows:
| April 30, 2026 | |||||
| (in years) | |||||
| Developed technology | 5 | ||||
| Backlog | 1 | ||||
| Trademark/Tradename | — | ||||
| Customer relationships | 6 | ||||
| Total amortizable intangible assets | 5 |
8. FAIR VALUE MEASUREMENTS
The authoritative accounting 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 April 30, 2026 and October 31, 2025 were as follows:
| Fair Value Measurements at | ||||||||||||||||||||||||||||||||||||||||||||||||||
| April 30, 2026 | October 31, 2025 | |||||||||||||||||||||||||||||||||||||||||||||||||
| Total | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | |||||||||||||||||||||||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Assets: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Short-term | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Cash equivalents | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Money market funds | $ | 1,642 | $ | 1,642 | $ | — | $ | — | $ | 1,349 | $ | 1,349 | $ | — | $ | — | ||||||||||||||||||||||||||||||||||
| Derivative instruments (foreign exchange contracts) | 18 | — | 18 | — | 14 | — | 14 | — | ||||||||||||||||||||||||||||||||||||||||||
| Long-term | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Equity investments | 120 | 120 | — | — | 169 | 169 | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Total assets measured at fair value | $ | 1,780 | $ | 1,762 | $ | 18 | $ | — | $ | 1,532 | $ | 1,518 | $ | 14 | $ | — | ||||||||||||||||||||||||||||||||||
| Liabilities: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Short-term | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Derivative instruments (foreign exchange contracts) | $ | 9 | $ | — | $ | 9 | $ | — | $ | 8 | $ | — | $ | 8 | $ | — | ||||||||||||||||||||||||||||||||||
| Long-term | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Deferred compensation liability | 39 | — | 39 | — | 40 | — | 40 | — | ||||||||||||||||||||||||||||||||||||||||||
| Derivative instruments: | ||||||||||||||||||||||||||||||||||||||||||||||||||
| Interest rate swap contracts | 4 | — | 4 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Cross-currency swap contracts | 9 | — | 9 | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||||||||
| Total liabilities measured at fair value | $ | 61 | $ | — | $ | 61 | $ | — | $ | 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.
Assets Measured at Fair Value on a Non-recurring Basis
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 $48 million and $42 million as of April 30, 2026 and October 31, 2025, respectively.
Net gains and losses from our equity and other investments, as recorded in “other income (expense), net,” in our condensed statement of operations were as follows:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| April 30, | April 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Realized gain (loss) on equity and other investments sold | $ | 1 | $ | — | $ | 6 | $ | — | |||||||||||||||
| Net unrealized gain (loss) on equity and other investments still held | $ | 7 | $ | (15) | $ | (46) | $ | 23 |
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 accounting 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 year 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 is recognized within “other long-term liabilities” in the condensed consolidated balance sheet with an offset to the carrying value of the related long-term debt, and was $4 million and zero as of April 30, 2026 and October 31, 2025, respectively.
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 the $600 million in unsecured senior notes (“2034 Senior Notes”). 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 unamortized gain related to the interest rate swap agreements was $90 million as of April 30, 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 year 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 accounting guidance. The change in the value of the derivative instrument included in the assessment of effectiveness is recognized in foreign currency translation within “accumulated other comprehensive income (loss)” in the condensed consolidated balance sheet, with an offset to “other long-term liabilities.” 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. During the three and six months ended April 30, 2025, the settlement of these contracts provided $60 million in cash. In April 2025, we entered into new foreign exchange contracts with the same aggregate notional amount, which were subsequently settled in the fourth quarter of fiscal year 2025. For the three and six months ended April 30, 2025, the aggregate net gain on all these foreign exchange contracts were $115 million and $47 million, respectively, 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 198 and 80, respectively, as of April 30, 2026. The aggregated notional amounts by currency and designation as of April 30, 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 | $ | 11 | $ | 154 | ||||||||||
| Pounds Sterling | 10 | 333 | ||||||||||||
| Singapore Dollar | 32 | 14 | ||||||||||||
| Malaysian Ringgit | 137 | 16 | ||||||||||||
| Japanese Yen | (138) | (114) | ||||||||||||
| Other currencies | (25) | 32 | ||||||||||||
| Total | $ | 27 | $ | 435 |
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 April 30, 2026 and October 31, 2025 were as follows:
| Fair Values of Derivative Instruments | ||||||||||||||||||||||||||||||||
| Assets Derivatives | Liabilities Derivatives | |||||||||||||||||||||||||||||||
| Fair Value | Fair Value | |||||||||||||||||||||||||||||||
| Balance Sheet Location | April 30, 2026 | October 31, 2025 | Balance Sheet Location | April 30, 2026 | October 31, 2025 | |||||||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||||||||
| Derivatives designated as hedging instruments: | ||||||||||||||||||||||||||||||||
| Fair value hedges | ||||||||||||||||||||||||||||||||
| Interest rate swap contracts | ||||||||||||||||||||||||||||||||
| Other assets | $ | — | $ | — | Other long-term liabilities | $ | 4 | $ | — | |||||||||||||||||||||||
| Cash flow hedges | ||||||||||||||||||||||||||||||||
| Foreign exchange contracts | ||||||||||||||||||||||||||||||||
| Other current assets | 6 | 9 | Other accrued liabilities | 3 | 2 | |||||||||||||||||||||||||||
| Net investment hedges | ||||||||||||||||||||||||||||||||
| Cross-currency swap contracts | ||||||||||||||||||||||||||||||||
| Other assets | — | — | Other long-term liabilities | 9 | — | |||||||||||||||||||||||||||
| Derivatives not designated as hedging instruments: | ||||||||||||||||||||||||||||||||
| Foreign exchange contracts | ||||||||||||||||||||||||||||||||
| Other current assets | 12 | 5 | Other accrued liabilities | 6 | 6 | |||||||||||||||||||||||||||
| Total derivatives | $ | 18 | $ | 14 | $ | 22 | $ | 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 | Six Months Ended | ||||||||||||||||||||||
| April 30, | April 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Derivatives designated as hedging instruments: | |||||||||||||||||||||||
| Cash flow hedges | |||||||||||||||||||||||
| Gain (loss) recognized in accumulated other comprehensive income (loss) | $ | — | $ | (2) | $ | 7 | $ | (3) | |||||||||||||||
| Gain (loss) reclassified from accumulated other comprehensive income (loss) into earnings: | |||||||||||||||||||||||
| Cost of products | $ | 4 | $ | 2 | $ | 8 | $ | 4 | |||||||||||||||
| Selling, general and administrative | $ | 2 | $ | — | $ | 3 | $ | — | |||||||||||||||
| Interest expense | $ | 2 | $ | 2 | $ | 5 | $ | 5 | |||||||||||||||
| Gain (loss) excluded from effectiveness testing recognized in earnings based on amortization approach: | |||||||||||||||||||||||
| Cost of products | $ | 1 | $ | 1 | $ | 2 | $ | 2 | |||||||||||||||
| Net investment hedges | |||||||||||||||||||||||
| Gain (loss) recognized in accumulated other comprehensive income (loss) | $ | 9 | $ | — | $ | (9) | $ | — | |||||||||||||||
| Gain (loss) excluded from effectiveness testing recognized in earnings: | |||||||||||||||||||||||
| Interest expense | $ | 2 | $ | — | $ | 2 | $ | — | |||||||||||||||
| Derivatives not designated as hedging instruments: | |||||||||||||||||||||||
| Gain (loss) recognized in other income (expense), net | $ | (3) | $ | 127 | $ | 7 | $ | 55 |
The estimated amount as of April 30, 2026 expected to be reclassified from accumulated other comprehensive income (loss) to earnings within the next twelve months is a net gain of $13 million.
10. DEBT
The following table summarizes the components of our debt:
| April 30, 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 $1 and $2) | 499 | 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), net of hedge accounting fair value adjustments of $4 and zero | 590 | 594 | |||||||||
| Total debt | 2,531 | 2,534 | |||||||||
| Less: Current portion of long-term debt | 699 | — | |||||||||
| Long-Term Debt | $ | 1,832 | $ | 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 six months ended April 30, 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 authoritative accounting guidance fair value hierarchy, is approximately $2,545 million and $2,565 million as of April 30, 2026 and October 31, 2025, respectively.
Revolving Credit Facility
On April 21, 2026, we entered into a new credit agreement (the “Revolving Credit Facility”) that amended and restated our existing credit agreement dated July 30, 2021 (the “2021 Revolving Credit Facility”) in its entirety and provides for a $750 million five-year unsecured revolving credit facility that will expire on April 21, 2031. 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 $350 million in the aggregate. We are obligated to pay an annual facility fee of 0.09 percent for the Revolver Credit Facility. Borrowings under the Revolving Credit Facility in U.S. Dollars bear interest at a rate equal to, at our option, (a) Term Benchmark Rate (primarily Secured Overnight Financing Rate or “SOFR”) plus a margin of 0.91 percent, or (b) higher of (1) the prime rate, (2) the New York Federal Reserve Bank rate plus 0.5 percent, or (3) SOFR plus 1 percent. We may use amounts borrowed under the Revolving Credit Facility for general corporate purposes. As of April 30, 2026, we had no borrowings outstanding under the Revolving Credit Facility. We were in compliance with the covenants of the 2021 Revolving Credit Facility until it was replaced on April 21, 2026, and with the covenants of the Revolving Credit Facility for the period between April 21 and April 30, 2026.
Letters of Credit
As of April 30, 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 and six months ended April 30, 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 | |||||||||||||||||||||||||||||||||||
| April 30, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||||||||
| Service cost—benefits earned during the period | $ | 3 | $ | 5 | $ | 3 | $ | 2 | $ | — | $ | — | |||||||||||||||||||||||
| Interest cost on benefit obligation | 10 | 9 | 8 | 8 | 2 | 2 | |||||||||||||||||||||||||||||
| Expected return on plan assets | (14) | (13) | (15) | (14) | (4) | (3) | |||||||||||||||||||||||||||||
| Amortization of net actuarial loss (gain) | 1 | 2 | (1) | (1) | — | (1) | |||||||||||||||||||||||||||||
| Net periodic benefit cost (benefit) | $ | — | $ | 3 | $ | (5) | $ | (5) | $ | (2) | $ | (2) | |||||||||||||||||||||||
| Pensions | |||||||||||||||||||||||||||||||||||
| U.S. Defined Benefit Plans | Non-U.S. Defined Benefit Plans | U.S. Post-Retirement Benefit Plan | |||||||||||||||||||||||||||||||||
| Six months ended | |||||||||||||||||||||||||||||||||||
| April 30, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||||||||
| Service cost—benefits earned during the period | $ | 7 | $ | 9 | $ | 5 | $ | 4 | $ | — | $ | — | |||||||||||||||||||||||
| Interest cost on benefit obligation | 19 | 19 | 17 | 17 | 4 | 4 | |||||||||||||||||||||||||||||
| Expected return on plan assets | (27) | (26) | (31) | (29) | (7) | (6) | |||||||||||||||||||||||||||||
| Amortization of net actuarial loss (gain) | 2 | 3 | (2) | (2) | (1) | (1) | |||||||||||||||||||||||||||||
| Net periodic benefit cost (benefit) | $ | 1 | $ | 5 | $ | (11) | $ | (10) | $ | (4) | $ | (3) |
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 and six months ended April 30, 2026 and 2025. We contributed $3 million and $2 million to our non-U.S. defined benefit plans during the three months ended April 30, 2026 and 2025, respectively and $5 million in each of the six months ended April 30, 2026 and 2025.
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 $5 million to our non-U.S. defined benefit plans. The amounts we contribute depend on, among other factors, legal requirements, underlying asset returns, the plan’s funded status, the anticipated tax deductibility of the contributions, 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
| April 30, 2026 | October 31, 2025 | ||||||||||
| (in millions) | |||||||||||
| Cash and cash equivalents | $ | 2,412 | $ | 1,873 | |||||||
| Restricted cash included in other current assets | 16 | 15 | |||||||||
| Restricted cash included in other assets | 2 | 2 | |||||||||
| Total cash, cash equivalents, and restricted cash shown in the statement of cash flows | $ | 2,430 | $ | 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
| April 30, 2026 | October 31, 2025 | ||||||||||
| (in millions) | |||||||||||
| Finished goods | $ | 421 | $ | 425 | |||||||
| Purchased parts and fabricated assemblies | 617 | 625 | |||||||||
| Total inventory | $ | 1,038 | $ | 1,050 |
Leases
The following table summarizes the components of our lease cost:
| Three Months Ended | Six Months Ended | ||||||||||||||||||||||
| April 30, | April 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Operating lease cost | $ | 17 | $ | 15 | $ | 34 | $ | 30 | |||||||||||||||
| Variable lease cost | $ | 6 | $ | 5 | $ | 12 | $ | 10 |
Supplemental information related to our operating leases was as follows:
| Six Months Ended | |||||||||||
| April 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| (in millions) | |||||||||||
| Cash payment for operating leases | $ | 33 | $ | 27 | |||||||
| Right-of-use assets obtained in exchange for operating lease obligations | $ | 14 | $ | 13 |
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:
| Six Months Ended | |||||||||||
| April 30, | |||||||||||
| 2026 | 2025 | ||||||||||
| (in millions) | |||||||||||
| Beginning balance | $ | 30 | $ | 31 | |||||||
| Accruals for warranties, including change in estimates | 15 | 10 | |||||||||
| Settlements made during the period | (14) | (12) | |||||||||
| Ending balance | $ | 31 | $ | 29 | |||||||
| Accruals for warranties due within one year | $ | 19 | $ | 18 | |||||||
| Accruals for warranties due after one year | 12 | 11 | |||||||||
| Ending balance | $ | 31 | $ | 29 |
Other current assets
| April 30, 2026 | October 31, 2025 | ||||||||||
| (in millions) | |||||||||||
| Prepaid assets | $ | 271 | $ | 285 | |||||||
| IEEPA tariffs refund claims receivable | 100 | — | |||||||||
| Other current assets | 199 | 201 | |||||||||
| Total other current assets | $ | 570 | $ | 486 |
Prepaid assets include deposits paid in advance to contract manufacturers of $162 million and $176 million as of April 30, 2026 and October 31, 2025, respectively.
13. COMMITMENTS AND CONTINGENCIES
Commitments
As of April 30, 2026, our non-cancellable commitments to contract manufacturers and suppliers were $545 million, compared to $450 million as of October 31, 2025. The increase was primarily driven by advance purchase orders placed to support fulfillment of a strong order backlog. We expect to fulfill most of our purchase commitments for inventory within one year.
During the six months ended April 30, 2026, there were no other 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
We continue to manage the ongoing matters involving Centripetal Networks (“Centripetal”). On January 1, 2022, Centripetal 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 appealed seven of these findings, and as of April 2026, the Federal Circuit Court of Appeals affirmed the decision of the USPTO invalidating all claims of two challenged patents and expanded USPTO’s decision to invalidate all but two claims of a third patent, thereby invalidating all of that patent’s claims. The appellate process continues for four patents. The underlying case is currently stayed.
In addition, in February 2022, Centripetal filed complaints in Germany alleging infringement of three of Centripetal’s German patents. Keysight challenged the validity of the claims of these patents in German nullity or European Patent Office (“EPO”) opposition procedures. Two of the three patents were invalidated, and the appeals process has ended. The third patent had all but one claim invalidated at trial and is under appeal. Centripetal was ordered to repay Keysight’s defense costs in two of these cases.
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 requesting that Keysight be enjoined from importing certain products that are manufactured outside of the U.S. if found to infringe various claims of three Centripetal patents, two of which have since had all their claims invalidated by the USPTO. 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 April 2026, the Federal Circuit Court of Appeals issued its decision allowing the findings of the ITC to stand.
On August 21, 2024, Centripetal filed a complaint in Europe’s 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’s accused products did not infringe the patent. Keysight also challenged the validity of the patent in the EPO, and the EPO revoked the patent in November 2025. Centripetal is appealing both the UPC’s 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 U.S. 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, in replacement of the prior program approved in March 2023. The new stock repurchase program authorizes the company to expend up to $1,500 million to repurchase outstanding shares of common stock of the company. As of April 30, 2026, $1,192 million remained available to the company for this purpose. See “Issuer Purchases of Equity Securities” in Part II Item 2 for additional information.
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 six months ended April 30, 2026, we repurchased 1,201,136 shares of common stock for $307 million and accrued $2 million for the excise tax on share repurchases, net of issuances. For the six months ended April 30, 2025, we repurchased 1,490,118 shares of common stock for $225 million and accrued $1 million for the excise tax on share repurchases, net of issuances.
Accumulated Other Comprehensive Loss
Changes in accumulated other comprehensive loss by component and related tax effects for the three and six months ended April 30, 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 January 31, 2026 | $ | (13) | $ | (268) | $ | 82 | $ | (199) | ||||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | (40) | (2) | — | (42) | ||||||||||||||||||||||||||||
| Amounts reclassified out of accumulated other comprehensive gain (loss) | — | (1) | (8) | (9) | ||||||||||||||||||||||||||||
| Tax benefit (expense) | (2) | 1 | 1 | — | ||||||||||||||||||||||||||||
| Other comprehensive income (loss) | (42) | (2) | (7) | (51) | ||||||||||||||||||||||||||||
| As of April 30, 2026 | $ | (55) | $ | (270) | $ | 75 | $ | (250) | ||||||||||||||||||||||||
| As of October 31, 2025 | $ | (66) | $ | (264) | $ | 82 | $ | (248) | ||||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | 9 | (2) | 7 | 14 | ||||||||||||||||||||||||||||
| Amounts reclassified out of accumulated other comprehensive gain (loss) | — | (1) | (16) | (17) | ||||||||||||||||||||||||||||
| Tax benefit (expense) | 2 | (3) | 2 | 1 | ||||||||||||||||||||||||||||
| Other comprehensive income (loss) | 11 | (6) | (7) | (2) | ||||||||||||||||||||||||||||
| As of April 30, 2026 | $ | (55) | $ | (270) | $ | 75 | $ | (250) | ||||||||||||||||||||||||
| As of January 31, 2025 | $ | (209) | $ | (317) | $ | 83 | $ | (443) | ||||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | 152 | — | (2) | 150 | ||||||||||||||||||||||||||||
| Amounts reclassified out of accumulated other comprehensive gain (loss) | — | 2 | (4) | (2) | ||||||||||||||||||||||||||||
| Tax benefit (expense) | — | — | 2 | 2 | ||||||||||||||||||||||||||||
| Other comprehensive income (loss) | 152 | 2 | (4) | 150 | ||||||||||||||||||||||||||||
| As of April 30, 2025 | $ | (57) | $ | (315) | $ | 79 | $ | (293) | ||||||||||||||||||||||||
| As of October 31, 2024 | $ | (136) | $ | (317) | $ | 89 | $ | (364) | ||||||||||||||||||||||||
| Other comprehensive income (loss) before reclassifications | 79 | — | (3) | 76 | ||||||||||||||||||||||||||||
| Amounts reclassified out of accumulated other comprehensive gain (loss) | — | 2 | (9) | (7) | ||||||||||||||||||||||||||||
| Tax benefit (expense) | — | — | 2 | 2 | ||||||||||||||||||||||||||||
| Other comprehensive income (loss) | 79 | 2 | (10) | 71 | ||||||||||||||||||||||||||||
| As of April 30, 2025 | $ | (57) | $ | (315) | $ | 79 | $ | (293) |
Reclassifications out of accumulated other comprehensive loss into earnings for the three and six months ended April 30, 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 | Six Months Ended | |||||||||||||||||||||||||||||||
| April 30, | April 30, | |||||||||||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | |||||||||||||||||||||||||||||
| (in millions) | ||||||||||||||||||||||||||||||||
| Gain (loss) on derivatives | $ | 4 | $ | 2 | $ | 8 | $ | 4 | Cost of products | |||||||||||||||||||||||
| 2 | — | 3 | — | Selling, general and administrative | ||||||||||||||||||||||||||||
| 2 | 2 | 5 | 5 | Interest expense | ||||||||||||||||||||||||||||
| (2) | (1) | (4) | (1) | Benefit (provision) for income tax | ||||||||||||||||||||||||||||
| $ | 6 | $ | 3 | $ | 12 | $ | 8 | Net of income tax | ||||||||||||||||||||||||
| Net defined benefit pension cost and post-retirement plan costs: | ||||||||||||||||||||||||||||||||
| Net actuarial loss | $ | 1 | $ | (2) | $ | 1 | $ | (2) | Other income (expense), net | |||||||||||||||||||||||
| (1) | — | (1) | — | Benefit (provision) for income tax | ||||||||||||||||||||||||||||
| $ | — | $ | (2) | $ | — | $ | (2) | Net of income tax | ||||||||||||||||||||||||
| Total reclassifications for the period | $ | 6 | $ | 1 | $ | 12 | $ | 6 | 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 | |||||||||||||||||||||||||||||||||||
| April 30, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||
| CSG | EISG | Total | CSG | EISG | Total | ||||||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||||||||
| Revenue | $ | 1,231 | $ | 486 | $ | 1,717 | $ | 913 | $ | 393 | $ | 1,306 | |||||||||||||||||||||||
| Segment expenses:(a)(b) | |||||||||||||||||||||||||||||||||||
| Cost of sales | 319 | 157 | 476 | 302 | 159 | 462 | |||||||||||||||||||||||||||||
| Research and development | 226 | 77 | 303 | 175 | 63 | 238 | |||||||||||||||||||||||||||||
| Selling, general and administrative | 277 | 94 | 371 | 201 | 80 | 281 | |||||||||||||||||||||||||||||
| Other operating expenses (income) | (3) | (1) | (5) | (2) | (1) | (3) | |||||||||||||||||||||||||||||
| Segment income from operations | $ | 411 | $ | 161 | $ | 572 | $ | 236 | $ | 92 | $ | 328 | |||||||||||||||||||||||
| Depreciation expense(a) | $ | 28 | $ | 11 | $ | 39 | $ | 21 | $ | 12 | $ | 33 | |||||||||||||||||||||||
| Capital expenditures | $ | 23 | $ | 6 | $ | 29 | $ | 17 | $ | 10 | $ | 27 | |||||||||||||||||||||||
| Six Months Ended | |||||||||||||||||||||||||||||||||||
| April 30, | |||||||||||||||||||||||||||||||||||
| 2026 | 2025 | ||||||||||||||||||||||||||||||||||
| CSG | EISG | Total | CSG | EISG | Total | ||||||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||||||||
| Revenue | $ | 2,355 | $ | 962 | $ | 3,317 | $ | 1,796 | $ | 808 | $ | 2,604 | |||||||||||||||||||||||
| Segment expenses:(a)(b) | |||||||||||||||||||||||||||||||||||
| Cost of sales | 673 | 336 | 1,009 | 585 | 321 | 906 | |||||||||||||||||||||||||||||
| Research and development | 429 | 153 | 582 | 343 | 125 | 468 | |||||||||||||||||||||||||||||
| Selling, general and administrative | 537 | 186 | 723 | 399 | 159 | 559 | |||||||||||||||||||||||||||||
| Other operating expenses (income) | (5) | (2) | (8) | (8) | (3) | (11) | |||||||||||||||||||||||||||||
| Segment income from operations | $ | 720 | $ | 291 | $ | 1,011 | $ | 476 | $ | 206 | $ | 682 | |||||||||||||||||||||||
| Depreciation expense(a) | $ | 53 | $ | 24 | $ | 77 | $ | 41 | $ | 23 | $ | 64 | |||||||||||||||||||||||
| Capital expenditures | $ | 46 | $ | 17 | $ | 63 | $ | 38 | $ | 21 | $ | 59 | |||||||||||||||||||||||
(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 | Six Months Ended | ||||||||||||||||||||||
| April 30, | April 30, | ||||||||||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||
| Total reportable segments' income from operations | $ | 572 | $ | 328 | $ | 1,011 | $ | 682 | |||||||||||||||
| Share-based compensation | (58) | (37) | (135) | (99) | |||||||||||||||||||
| Amortization of acquisition-related balances | (73) | (34) | (146) | (67) | |||||||||||||||||||
| Acquisition and integration costs | (30) | (39) | (59) | (67) | |||||||||||||||||||
| Restructuring and other | (4) | (11) | (16) | (24) | |||||||||||||||||||
| Income from operations, as reported | 407 | 207 | 655 | 425 | |||||||||||||||||||
| Interest income | 18 | 21 | 34 | 40 | |||||||||||||||||||
| Interest expense | (25) | (20) | (54) | (40) | |||||||||||||||||||
| Other income (expense), net | 18 | 112 | (19) | 94 | |||||||||||||||||||
| Income before taxes, as reported | $ | 418 | $ | 320 | $ | 616 | $ | 519 |
The following table presents segment assets directly managed by each segment.
| April 30, 2026 | October 31, 2025 | ||||||||||||||||||||||||||||||||||
| CSG | EISG | Total | CSG | EISG | Total | ||||||||||||||||||||||||||||||
| (in millions) | |||||||||||||||||||||||||||||||||||
| Segment assets | $ | 6,253 | $ | 3,547 | $ | 9,800 | $ | 6,144 | $ | 3,524 | $ | 9,668 |
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