Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(MARK ONE)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

FOR THE QUARTERLY PERIOD ENDED JANUARY 31, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NUMBER: 001-36334

KEYSIGHT TECHNOLOGIES, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Delaware		46-4254555
(State or other jurisdiction of		(IRS employer
incorporation or organization)		Identification no.)
1400 Fountaingrove Parkway
Santa Rosa	California	95403
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (800) 829-4444

Securities registered pursuant to Section 12(b) of the Act:Title of each classTrading SymbolName of each exchange on which registeredCommon Stock, par value $0.01 per shareKEYSNew York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The number of shares of common stock outstanding at February 28, 2023 was 178,138,727.

Table of Contents

			Page<br>Number
Part I.	Financial Information		3
	Item 1.	Condensed Consolidated Financial Statements (Unaudited)	3
		Condensed Consolidated Statement of Operations	3
		Condensed Consolidated Statement of Comprehensive Income	4
		Condensed Consolidated Balance Sheet	5
		Condensed Consolidated Statement of Cash Flows	6
		Condensed Consolidated Statement of Equity	7
		Notes to Condensed Consolidated Financial Statements	8
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30
	Item 4.	Controls and Procedures	30
Part II.	Other Information		30
	Item 1.	Legal Proceedings	30
	Item 1A.	Risk Factors	31
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	45
	Item 6.	Exhibits	46
Signatures			47

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements (Unaudited)

KEYSIGHT TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(in millions, except per share data)

(Unaudited)

	Three Months Ended
	January 31,
		2023		2022
Revenue:
Products		$	1,114	$	1,010
Services and other		267		240
Total revenue		1,381		1,250
Costs and expenses:
Cost of products		405		357
Cost of services and other		93		89
Total costs		498		446
Research and development		227		210
Selling, general and administrative		338		326
Other operating expense (income), net		(4)		(3)
Total costs and expenses		1,059		979
Income from operations		322		271
Interest income		19		1
Interest expense		(19)		(20)
Other income (expense), net		9		12
Income before taxes		331		264
Provision for income taxes		71		35
Net income		$	260	$	229
Net income per share:
Basic		$	1.46	$	1.25
Diluted		$	1.45	$	1.24
Weighted average shares used in computing net income per share:
Basic		178		183
Diluted		180		184

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

Table of Contents

KEYSIGHT TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(in millions)

(Unaudited)



	2023		2022
Net income	$	260	$	229
Other comprehensive income (loss):
Unrealized gain (loss) on derivative instruments, net of tax benefit (expense) of 6 and (1)	(21)		4
Amounts reclassified into earnings related to derivative instruments, net of tax benefit (expense) of zero	(2)		—
Foreign currency translation, net of tax benefit (expense) of zero	81		(21)
Net defined benefit pension cost and post retirement plan costs:
Change in net actuarial loss, net of tax expense of 1 and 2	5		8
Other comprehensive income (loss)	63		(9)
Total comprehensive income	$	323	$	220

All values are in US Dollars.

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

Table of Contents

KEYSIGHT TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEET

(in millions, except par value and share data)

(Unaudited)

	January 31, 2023		October 31, 2022
ASSETS
Current assets:
Cash and cash equivalents	$	2,228	$	2,042
Accounts receivable, net	920		905
Inventory	909		858
Other current assets	441		429
Total current assets	4,498		4,234
Property, plant and equipment, net	728		690
Operating lease right-of-use assets	222		220
Goodwill	1,611		1,582
Other intangible assets, net	166		189
Long-term investments	75		62
Long-term deferred tax assets	679		667
Other assets	469		454
Total assets	$	8,448	$	8,098
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	325	$	348
Employee compensation and benefits	257		333
Deferred revenue	554		495
Income and other taxes payable	164		96
Operating lease liabilities	42		39
Other accrued liabilities	123		96
Total current liabilities	1,465		1,407
Long-term debt	1,793		1,793
Retirement and post-retirement benefits	61		58
Long-term deferred revenue	217		197
Long-term operating lease liabilities	186		186
Other long-term liabilities	322		296
Total liabilities	4,044		3,937
Commitments and contingencies (Note 12)
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; 199 million shares at January 31, 2023 and 199 million shares at October 31, 2022 issued	2		2
Treasury stock at cost; 21.2 million shares at January 31, 2023 and 20.5 million shares at October 31, 2022	(2,399)		(2,274)
Additional paid-in-capital	2,378		2,333
Retained earnings	4,814		4,554
Accumulated other comprehensive loss	(391)		(454)
Total stockholders' equity	4,404		4,161
Total liabilities and equity	$	8,448	$	8,098

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

Table of Contents

KEYSIGHT TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(in millions)

(Unaudited)

	Three Months Ended
	January 31,
	2023		2022
Cash flows from operating activities:
Net income	$	260	$	229
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	29		30
Amortization	24		27
Share-based compensation	54		50
Deferred tax expense (benefit)	(1)		9
Excess and obsolete inventory-related charges	6		6
Unrealized loss (gain) on equity and other investments	(6)		3
Other non-cash expense (income), net	—		2
Changes in assets and liabilities:
Accounts receivable	6		25
Inventory	(44)		(32)
Accounts payable	(19)		(4)
Employee compensation and benefits	(84)		(117)
Deferred revenue	62		28
Income taxes payable	56		14
Retirement and post-retirement benefits	(3)		(9)
Prepaid assets	(10)		(42)
Other assets and liabilities	36		5
Net cash provided by operating activities	366		224
Cash flows from investing activities:
Investments in property, plant and equipment	(60)		(42)
Acquisition of businesses and intangible assets, net of cash acquired	—		(7)
Net cash used in investing activities	(60)		(49)
Cash flows from financing activities:
Proceeds from issuance of common stock under employee stock plans	33		31
Payment of taxes related to net share settlement of equity awards	(46)		(72)
Treasury stock repurchases	(125)		(206)
Other financing activities	(1)		—
Net cash used in financing activities	(139)		(247)
Effect of exchange rate movements	20		(4)
Net increase (decrease) in cash, cash equivalents, and restricted cash	187		(76)
Cash, cash equivalents, and restricted cash at beginning of period	2,057		2,068
Cash, cash equivalents, and restricted cash at end of period	$	2,244	$	1,992
Supplemental cash flow information:
Interest payments	$	—	$	—
Income tax paid, net	$	14	$	12
Investments in property, plant and equipment included in accounts payable	$	24	$	34

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

Table of Contents

KEYSIGHT TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENT OF EQUITY

(in millions, except number of shares in thousands)

(Unaudited)

	Common Stock					Treasury Stock
	Number of Shares	Par Value		Additional Paid-in Capital		Number of Shares	Treasury Stock at Cost		Retained Earnings		Accumulated Other Comprehensive Loss		Total Stockholders' Equity
Balance as of October 31, 2022	198,569	$	2	$	2,333	(20,536)	$	(2,274)	$	4,554	$	(454)	$	4,161
Net income	—	—		—		—	—		260		—		260
Other comprehensive income (loss), net of tax	—	—		—		—	—		—		63		63
Issuance of common stock	813	—		33		—	—		—		—		33
Taxes related to net share settlement of equity awards	—	—		(46)		—	—		—		—		(46)
Share-based compensation	—	—		58		—	—		—		—		58
Repurchase of common stock	—	—		—		(711)	(125)		—		—		(125)
Balance as of January 31, 2023	199,382	$	2	$	2,378	(21,247)	$	(2,399)	$	4,814	$	(391)	$	4,404
Balance as of October 31, 2021	197,248	$	2	$	2,219	(15,094)	$	(1,425)	$	3,430	$	(442)	$	3,784
Net income	—	—		—		—	—		229		—		229
Other comprehensive income (loss), net of tax	—	—		—		—	—		—		(9)		(9)
Issuance of common stock	947	—		31		—	—		—		—		31
Taxes related to net share settlement of equity awards	—	—		(72)		—	—		—		—		(72)
Share-based compensation	—	—		53		—	—		—		—		53
Repurchase of common stock	—	—		—		(1,129)	(206)		—		—		(206)
Balance as of January 31, 2022	198,195	$	2	$	2,231	(16,223)	$	(1,631)	$	3,659	$	(451)	$	3,810

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

Table of Contents

KEYSIGHT TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. OVERVIEW AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Overview. Keysight Technologies, Inc. ("we," "us," "Keysight" or the "company"), incorporated in Delaware on December 6, 2013, is a technology company that helps enterprises, service providers and governments accelerate innovation to connect and secure the world by providing electronic design and test solutions that are used in the simulation, design, validation, manufacture, installation, optimization and secure operation of electronics systems in the communications, networking and electronics industries. We also offer customization, consulting and optimization services throughout the customer's product development lifecycle, including start-up assistance, asset management, up-time services, application services and instrument calibration and repair.

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

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

In the opinion of management, the accompanying condensed consolidated financial statements contain all normal and recurring adjustments necessary to state fairly our financial position as of January 31, 2023 and October 31, 2022, results of operations for the three months ended January 31, 2023 and 2022, and cash flows for the three months ended January 31, 2023 and 2022.

Use of Estimates. The preparation of condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in our condensed consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and various other assumptions believed to be reasonable. Although these estimates are based on management’s knowledge of current events and actions that may impact the company in the future, actual results may be different from the estimates.

Update to Significant Accounting Policies. Except as set forth in the "new accounting pronouncements" section below, there have been no material changes to our significant accounting policies as described in our Annual Report on Form 10-K for the fiscal year ended October 31, 2022.

Reclassifications. Beginning in fiscal year 2023, to align the presentation of revenue with the manner in which management reviews such information, the presentation of "products" and "services and other" revenue and the presentation of "costs and expenses" in the condensed consolidated statement of operations were reclassified to move revenue and costs and expenses primarily related to bundled licenses and KeysightCare services from products to services and other. This resulted in reclassification of $20 million from "products" revenue to "services and other" revenue and $3 million from "cost of products" to "cost of services and other" for the three months ended January 31, 2022 to conform to the current presentation. This change had no impact on reported total revenue, income from operations and net income in our condensed consolidated statement of operations.

New Accounting Pronouncements. 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.

Table of Contents

2. 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, Communications Solutions Group ("CSG") and Electronics Industrial Solutions Group ("EISG").

	Three Months Ended
	January 31,
	2023						2022
	CSG		EISG		Total		CSG		EISG		Total
	(in millions)
Region
Americas	$	452	$	109	$	561	$	404	$	79	$	483
Europe	147		110		257		143		83		226
Asia Pacific	340		223		563		331		210		541
Total revenue	$	939	$	442	$	1,381	$	878	$	372	$	1,250
End Market
Aerospace, Defense & Government	$	310	$	—	$	310	$	294	$	—	$	294
Commercial Communications	629		—		629		584		—		584
Electronic Industrial	—		442		442		—		372		372
Total revenue	$	939	$	442	$	1,381	$	878	$	372	$	1,250
Timing of Revenue Recognition
Revenue recognized at a point in time	$	777	$	380	$	1,157	$	730	$	322	$	1,052
Revenue recognized over time	162		62		224		148		50		198
Total revenue	$	939	$	442	$	1,381	$	878	$	372	$	1,250

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

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

Contract Balances

Contract assets

Contract assets consist of unbilled receivables and are recorded when revenue is recognized in advance of scheduled billings to our customers. These amounts are primarily related to solutions and support arrangements when transfer of control has occurred but we have not yet invoiced. The contract assets balance was $72 million and $88 million as of January 31, 2023 and October 31, 2022, respectively, and is included in "accounts receivables, net" and "other assets" in our condensed consolidated balance sheet.

Contract costs

We capitalize direct and incremental costs incurred to acquire contracts for which the associated revenue is expected to be recognized in future periods. We have determined that certain employee and third-party representative commission programs meet the requirements to be capitalized. These costs are initially deferred and typically amortized over the term of the customer contract which corresponds to the period of benefit. Capitalized contract costs were $39 million and $38 million as of January

Table of Contents

31, 2023 and October 31, 2022, respectively, and are included in “other current assets” and “other assets” in the condensed consolidated balance sheet. The amortization expense associated with these costs was $19 million and $22 million for the three months ended January 31, 2023 and 2022, respectively.

Contract liabilities

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

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

	Three Months Ended
	January 31,
	2023
	(in millions)
Balance at October 31, 2022	$	692
Deferral of revenue billed in current period, net of recognition	279
Revenue recognized that was deferred as of the beginning of the period	(217)
Foreign currency translation impact	17
Balance at January 31, 2023	$	771

Remaining Performance Obligations

Our remaining performance obligations, excluding contracts that have an original expected duration of one year or less, was approximately $479 million as of January 31, 2023, and represents the company’s obligation to deliver products and services and obtain customer acceptance on delivered products. As of January 31, 2023, we expect to fulfill 38 percent of these unsatisfied performance obligations during the remainder of 2023, 37 percent during 2024, and 25 percent thereafter.

3. 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 our condensed consolidated statement of operations was as follows:

	Three Months Ended
	January 31,
	2023		2022
	(in millions)
Cost of products and services	$	9	$	8
Research and development	16		11
Selling, general and administrative	30		32
Total share-based compensation expense	$	55	$	51

Share-based compensation capitalized within inventory was $4 million and $3 million at January 31, 2023 and January 31, 2022, respectively.

Performance awards based on total shareholder return ("TSR") are valued using a Monte Carlo simulation model, which requires the use of highly subjective and complex assumptions, including the price volatility of the underlying stock. The valuation is done once every year in the first quarter at the time of annual grants. The estimated fair value of RSUs and the financial metrics-based performance awards (both operating margin and earnings per share) is determined based on the market price of Keysight’s common stock on the grant date. The compensation cost for financial metrics-based performance awards reflects the cost of awards that are probable to vest at the end of the performance period.

Table of Contents

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

	Three Months Ended
	January 31,
		2023		2022
Volatility of Keysight shares		35	%	36	%
Volatility of S&P 500 Total Return index		25	%	23	%
Price-wise correlation with selected peers		75	%	67	%

4. INCOME TAXES

The following table provides details of income taxes:

	Three Months Ended
	January 31,
		2023			2022
in millions, except percentages
Income before taxes		$	331		$	264
Provision for income taxes		$	71		$	35
Effective tax rate		21.5		%	13.1		%

The effective tax rate increased 8.4 percentage points from the three months ended January 31, 2022 to the three months ended January 31, 2023 due to an increase in income before taxes, the impacts of U.S. tax research and experimental expenditures capitalization, and a decrease in discrete tax benefits. A provision enacted in the Tax Cuts and Jobs Act of 2017 (the "TCJA") became effective for Keysight on November 1, 2022 requiring U.S. tax research and experimental expenditures to be capitalized and amortized over five years for research activities conducted in the U.S. and over fifteen years for research activities conducted outside the U.S. The capitalization of U.S. tax research and experimental expenditures increases the provision for global intangible low-taxed income (“GILTI”) and is partially offset by an increase in the Foreign-Derived Intangible Income tax deduction.

The income tax expense for the three months ended January 31, 2023 and 2022 included a net discrete benefit of $1 million and $8 million, respectively. The decrease in discrete tax benefit for the three months ended January 31, 2023 was primarily due to a decrease in tax deductions related to stock compensation.

The open tax years for the U.S. federal income tax return and most state income tax returns are from November 1, 2018 through the current tax year. For the majority of our non-U.S. entities, the open tax years are from November 1, 2017 through the current tax year. For certain non-U.S. entities, the tax years remain open, at most, back to the year 2008.

The company is being audited in Malaysia for fiscal year 2008. This tax year pre-dates our separation from Agilent. However, pursuant to the agreement between Agilent and Keysight pertaining to tax matters, as finalized at the time of separation, for certain entities, including Malaysia, any historical tax liability is the responsibility of Keysight. In the fourth quarter of fiscal year 2017, Keysight paid income taxes and penalties of $68 million on gains related to intellectual property rights. The company believes there are numerous defenses to the current assessment; the statute of limitations for the fiscal year 2008 in Malaysia was closed, and the income in question is exempt from tax in Malaysia. The company is disputing this assessment and pursuing all avenues to resolve this issue favorably for the company. Our appeals to both the Special Commissioners of Income Tax and the High Court in Malaysia have been unsuccessful. We have filed a Notice of Appeal with the Court of Appeal, and a hearing is currently scheduled for April 2023.

Table of Contents

and future tax examinations could be inconsistent with management’s current expectations. If that were to occur, it could have an impact on our effective tax rate in the period in which such examinations are resolved.

5. NET INCOME PER SHARE

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

	Three Months Ended
	January 31,
	2023		2022
in millions, except per-share amounts
Net income	$	260	$	229
Basic weighted-average shares	178		183
Potential common shares— stock options and other employee stock plans	2		1
Diluted weighted-average shares	180		184
Net income per share - basic	$	1.46	$	1.25
Net income per share - diluted	$	1.45	$	1.24

Diluted shares outstanding primarily include the dilutive effect of non-vested RSUs and in-the-money options. The diluted effect of such awards is calculated based on the average share price of each period using the treasury stock method, except where the inclusion of such awards would have an anti-dilutive impact. Anti-dilutive shares excluded from the calculation of diluted earnings per share were not material for the three months ended January 31, 2023 and 2022.

6. GOODWILL AND OTHER INTANGIBLE ASSETS

The goodwill balance as of January 31, 2023 and October 31, 2022 and the activity for the three months ended January 31, 2023 for each of our reportable operating segments were as follows:

	CSG		EISG		Total
	(in millions)
Goodwill at October 31, 2022	$	1,022	$	560	$	1,582
Foreign currency translation impact	25		4		29
Goodwill at January 31, 2023	$	1,047	$	564	$	1,611

There were no impairments for three months ended January 31, 2023 and 2022. As of January 31, 2023 and October 31, 2022, accumulated impairment losses on goodwill was $709 million.

Other intangible assets as of January 31, 2023 and October 31, 2022 consisted of the following:

	January 31, 2023						October 31, 2022
	Gross<br>Carrying<br>Amount		Accumulated<br>Amortization		Net Book<br>Value		Gross<br>Carrying<br>Amount		Accumulated<br>Amortization		Net Book<br>Value
	(in millions)
Developed technology	$	992	$	924	$	68	$	992	$	914	$	78
Backlog	17		17		—		17		17		—
Trademark/Tradename	36		31		5		36		31		5
Customer relationships	393		300		93		393		287		106
Total	$	1,438	$	1,272	$	166	$	1,438	$	1,249	$	189

Goodwill is assessed for impairment on a reporting unit basis at least annually in the fourth quarter of each year, or more frequently when events and circumstances occur indicating that the recorded goodwill may be impaired. The company has not identified any triggering events that indicate an impairment of goodwill for the three months ended January 31, 2023.

Amortization of other intangible assets was $23 million and $26 million for the three months ended January 31, 2023 and 2022, respectively.

Table of Contents

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

	Amortization expense
	(in millions)
2023 (remainder)	$	59
2024	$	43
2025	$	25
2026	$	16
2027	$	9
Thereafter	$	14

7. FAIR VALUE MEASUREMENTS

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

Fair Value Hierarchy

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

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

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

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

Table of Contents

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

Financial assets and liabilities measured at fair value on a recurring basis as of January 31, 2023 and October 31, 2022 were as follows:

	Fair Value Measurements at
	January 31, 2023										October 31, 2022
	Total		Level 1		Level 2		Level 3		Other		Total		Level 1		Level 2		Level 3		Other
	(in millions)
Assets:
Short-term
Cash equivalents
Money market funds	$	1,471	$	1,471	$	—	$	—	$	—	$	1,338	$	1,338	$	—	$	—	$	—
Derivative instruments (foreign exchange contracts)	15		—		15		—		—		21		—		21		—		—
Long-term
Derivative instruments (interest rate swaps)	109		—		109		—		—		133		—		133		—		—
Equity investments	56		56		—		—		—		50		50		—		—		—
Other Investments	19		—		—		—		19		12		—		—		—		12
Total assets measured at fair value	$	1,670	$	1,527	$	124	$	—	$	19	$	1,554	$	1,388	$	154	$	—	$	12
Liabilities:
Short-term
Derivative instruments (foreign exchange contracts)	$	12	$	—	$	12	$	—	$	—	$	12	$	—	$	12	$	—	$	—
Long-term
Deferred compensation liability	25		—		25		—		—		22		—		22		—		—
Total liabilities measured at fair value	$	37	$	—	$	37	$	—	$	—	$	34	$	—	$	34	$	—	$	—

Net realized gain (loss) on sale of our equity investments was zero for both the three months ended January 31, 2023 and 2022. Net unrealized gain (loss) on our equity and other investments was a gain of $8 million and a loss of $4 million for the three months ended January 31, 2023 and 2022, respectively.

8. DERIVATIVES

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

Cash Flow Hedges

We enter into foreign exchange contracts to hedge our forecasted operational cash flow exposures resulting from changes in foreign currency exchange rates. These foreign exchange contracts, carried at fair value, have maturities based on a rolling period of up to twelve months. These derivative instruments are designated and qualify as cash flow hedges under the criteria prescribed in the authoritative guidance.

In 2020, we entered into forward starting interest rate swaps arrangement with an aggregate notional amount of $600 million associated with future interest payments on anticipated debt issuances through fiscal year 2024. We designated these derivative instruments as a cash flow hedge. In February 2023, we terminated the interest rate swap arrangement resulting in a deferred gain of $107 million in accumulated other comprehensive income (loss) to be amortized to interest expense over the term of the anticipated debt. The termination of the arrangement had no impact on the accompanying condensed consolidated financial statements.

Non-designated Hedges

Additionally, we enter into foreign exchange contracts to hedge monetary assets and liabilities that are denominated in currencies other than the functional currency of our subsidiaries. These foreign exchange contracts are carried at fair value and do not qualify for hedge accounting treatment and are not designated as hedging instruments.

Table of Contents

The number of open foreign exchange forward contracts designated as "cash flow hedges" and "not designated as hedging instruments" was 210 and 69, respectively, as of January 31, 2023. The aggregated notional amounts by currency and designation as of January 31, 2023 were as follows:

	Derivatives in Cash Flow<br>Hedging Relationships
	Forward<br>Contracts		Forward<br>Contracts
Currency	Buy/(Sell)		Buy/(Sell)
	(in millions)
Euro	$	5	$	10
British Pound	18		(39)
Singapore Dollar	35		37
Malaysian Ringgit	119		17
Japanese Yen	(162)		(72)
Other currencies	(19)		(41)
Total	$	(4)	$	(88)

Derivative instruments are subject to master netting arrangements and are disclosed gross in the condensed consolidated balance sheet. The gross fair values and balance sheet presentation of derivative instruments held as of January 31, 2023 and October 31, 2022 were as follows:

Fair Values of Derivative Instruments
Assets Derivatives					Liabilities Derivatives
	Fair Value					Fair Value
Balance Sheet Location	January 31, 2023		October 31, 2022		Balance Sheet Location	January 31, 2023		October 31, 2022
(in millions)
Derivatives designated as hedging instruments:
Cash flow hedges
Foreign exchange contracts
Other current assets	$	12	$	18	Other accrued liabilities	$	8	$	10
Interest rate swap contracts:
Other assets	109		133
Derivatives not designated as hedging instruments:
Foreign exchange contracts
Other current assets	3		3		Other accrued liabilities	4		2
Total derivatives	$	124	$	154		$	12	$	12

Table of Contents

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

	Three Months Ended
	January 31,
		2023		2022
		(in millions)
Derivatives designated as hedging instruments:
Cash Flow Hedges
Interest rate swap contracts:
Gain (loss) recognized in accumulated other comprehensive income (loss)		$	(24)	$	8
Foreign exchange contracts:
Gain (loss) recognized in accumulated other comprehensive income (loss)		$	(3)	$	(3)
Gain (loss) reclassified from accumulated other comprehensive income (loss) into earnings:
Cost of products		$	4	$	1
Selling, general and administrative		$	(2)	$	(1)
Gain (loss) excluded from effectiveness testing recognized in earnings based on amortization approach:
Cost of products		$	1	$	—
Derivatives not designated as hedging instruments:
Gain (loss) recognized in:
Other income (expense), net		$	(4)	$	3

The estimated amount at January 31, 2023 expected to be reclassified from accumulated other comprehensive income (loss) to earnings within the next twelve months is a gain of $2 million.

9. DEBT

The following table summarizes the components of our long-term debt:

	January 31, 2023		October 31, 2022
	(in millions)
2024 Senior Notes at 4.55% ($600 face amount less unamortized costs of $1 and $1)	$	599	$	599
2027 Senior Notes at 4.60% ($700 face amount less unamortized costs of $3 and $3)	697		697
2029 Senior Notes at 3.00% ($500 face amount less unamortized costs of $3 and $3)	497		497
Total debt	$	1,793	$	1,793

Short-Term Debt

Revolving Credit Facility

On July 30, 2021, we entered into an amended and restated credit agreement that amended and restated the prior credit agreement dated February 15, 2017 in its entirety which provides for a $750 million five-year unsecured revolving credit facility (the “Revolving Credit Facility”) that will expire on July 30, 2026 and bears interest at an annual rate of LIBOR + 1 percent along with a facility fee of 0.125 percent per annum. In addition, the credit agreement 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 facility for general corporate purposes. As of January 31, 2023 and October 31, 2022, 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, 2023. On February 17, 2023, we entered into the first amendment to the Amended and Restated Credit Agreement to change the annual interest rate from LIBOR + 1 percent to SOFR + 1.1 percent.

Long-Term Debt

There have been no changes to the principal, maturity, interest rates and interest payment terms of the senior notes during the three months ended January 31, 2023 as compared to the senior notes described in our Annual Report on Form 10-K for the fiscal year ended October 31, 2022. We were in compliance with the covenants of our senior notes during the three months ended January 31, 2023.

Table of Contents

As of January 31, 2023 and October 31, 2022, we had $44 million and $38 million, respectively, of outstanding letters of credit and surety bonds unrelated to the credit facility that were issued by various lenders.

The fair value of our long-term debt, which is calculated from quoted prices that are primarily Level 1 inputs under the accounting guidance fair value hierarchy is approximately $1,747 million and $1,679 million as of January 31, 2023 and October 31, 2022, respectively.

10. RETIREMENT PLANS AND POST-RETIREMENT BENEFIT PLANS

For the three months ended January 31, 2023 and 2022, our net pension and post-retirement benefit cost (benefit) was comprised of the following:

	Pensions
	U.S. Defined Benefit Plans				Non-U.S. Defined Benefit<br>Plans				U.S. Post-Retirement<br>Benefit Plan
	Three Months Ended
	January 31,
	2023		2022		2023		2022		2023		2022
	(in millions)
Service cost—benefits earned during the period	$	4	$	6	$	2	$	3	$	—	$	—
Interest cost on benefit obligation	9		6		7		4		2		1
Expected return on plan assets	(12)		(15)		(12)		(15)		(3)		(4)
Amortization of net actuarial loss	2		3		2		6		—		—
Net periodic benefit cost (benefit)	$	3	$	—	$	(1)	$	(2)	$	(1)	$	(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 months ended January 31, 2023 and 2022. We contributed $3 million to our non-U.S. defined benefit plans during both the three months ended January 31, 2023 and 2022.

For the remainder of 2023, we do not expect to contribute to our U.S. defined benefit plan and U.S. post-retirement benefit plan, and we expect to contribute $7 million to our non-U.S. defined benefit plans. The amounts we contribute depend upon, among other things, legal requirements, underlying asset returns, the plan’s funded status, the anticipated tax deductibility of the contribution, local practices, employee retirements, market conditions, interest rates and other factors.

11. SUPPLEMENTAL FINANCIAL INFORMATION

The following tables provide details of selected balance sheet items:

Cash, cash equivalents, and restricted cash

	January 31, 2023		October 31, 2022
	(in millions)
Cash and cash equivalents	$	2,228	$	2,042
Restricted cash included in other assets	16		15
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows	$	2,244	$	2,057

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

Inventory

	January 31, 2023		October 31, 2022
	(in millions)
Finished goods	$	342	$	322
Purchased parts and fabricated assemblies	567		536
Total inventory	$	909	$	858

Table of Contents

The increase in inventory for the three months ended January 31, 2023, was primarily driven by incremental stock build-up to secure supply to support order fulfillment.

Leases

The following table summarizes the components of our lease cost:

	Three Months Ended
	January 31,
		2023		2022
	(in millions)
Operating lease cost		$	13	$	13
Variable lease cost		$	4	$	4

Supplemental cash flow information related to our operating leases was as follows:

	Three Months Ended
	January 31,
	2023		2022
	(in millions)
Cash payment for operating leases	$	14	$	13
Right-of-use assets obtained in exchange for operating lease obligations	$	9	$	5

As of January 31, 2023, we have additional operating leases, primarily for real estate, that have not yet commenced of $17 million. These operating leases will commence in the remainder of fiscal year 2023 with lease terms of up to 15 years.

Standard warranty

Our 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 and other long-term liabilities in our condensed consolidated balance sheet, is as follows:

	Three Months Ended
	January 31,
	2023		2022
	(in millions)
Beginning balance	$	32	$	34
Accruals for warranties, including change in estimates	9		7
Settlements made during the period	(7)		(6)
Ending balance	$	34	$	35
Accruals for warranties due within one year	$	20	$	21
Accruals for warranties due after one year	14		14
Ending balance	$	34	$	35

Other current assets

	January 31, 2023		October 31, 2022
	(in millions)
Prepaid assets	$	295	$	280
Other current assets	146		149
Total other current assets	$	441	$	429

Prepaid assets include deposits paid in advance to contract manufacturers of $206 million and $199 million as of January 31, 2023 and October 31, 2022, respectively.

Table of Contents

12. COMMITMENTS AND CONTINGENCIES

Commitments

During the three months ended January 31, 2023, 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, 2022.

Contingencies

On August 3, 2021, we entered into a Consent Agreement with the Directorate of Defense Trade Controls, Bureau of Political-Military Affairs, Department of State to resolve alleged violations of the Arms Export Control Act and the International Traffic in Arms Regulations ("ITAR"). Pursuant to the Consent Agreement, we were assessed a penalty of $6.6 million to be paid over three years, $2.5 million of which is suspended and designated for remediation activities over three years, including employment of a special compliance officer. To date, we have paid $2.1 million of the penalty. The suspended portion of the penalty has been satisfied by amounts we have spent on qualifying compliance activities to date.

On January 1, 2022, Centripetal Networks filed a lawsuit in Federal District Court in Virginia, alleging that certain Keysight products infringe certain of Centripetal’s patents. In addition, in February 2022 Centripetal filed complaints in Germany alleging infringement of certain of Centripetal’s German patents, and in April 2022 Centripetal filed a complaint with the International Trade Commission (“ITC”) requesting that they investigate whether Keysight should be enjoined from importing certain products that are manufactured outside of the U.S. and which are alleged to infringe Centripetal patents. We deny the allegations and are aggressively defending each case. 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, or 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 a financial period.

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.

13. STOCKHOLDERS' EQUITY

Stock Repurchase Program

On November 18, 2021, our board of directors approved a stock repurchase program authorizing the purchase of up to $1,200 million of the company’s common stock, replacing the previously approved November 2020 program, under which $77 million remained. Under our stock repurchase program, shares may be purchased from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases, privately negotiated transactions or other means. All such shares and related costs are held as treasury stock and accounted for at trade date using the cost method. The stock repurchase program may be commenced, suspended or discontinued at any time at the company’s discretion and does not have an expiration date.

For the three months ended January 31, 2023, we repurchased 710,736 shares of common stock for $125 million. For the three months ended January 31, 2022, we repurchased 1,128,733 shares of common stock for $206 million.

Table of Contents

Accumulated Other Comprehensive Loss

Changes in accumulated other comprehensive loss by component and related tax effects for the three months ended January 31, 2023 and 2022 were as follows:

	Foreign currency translation			Net defined benefit pension cost and post retirement plan costs					Unrealized gains (losses) on derivatives		Total
			Actuarial losses			Prior service credits
	(in millions)
As of October 31, 2022	$	(185)		$	(373)		$	(6)	$	110	$	(454)
Other comprehensive income (loss) before reclassifications	81			—			—		(27)		54
Amounts reclassified out of accumulated other comprehensive gain (loss)	—			6			—		(2)		4
Tax benefit (expense)	—			(1)			—		6		5
Other comprehensive income (loss)	81			5			—		(23)		63
As of January 31, 2023	$	(104)		$	(368)		$	(6)	$	87	$	(391)
As of October 31, 2021	$	(20)		$	(456)		$	(6)	$	40	$	(442)
Other comprehensive income (loss) before reclassifications	(21)			—			—		5		(16)
Amounts reclassified out of accumulated other comprehensive gain (loss)	—			10			—		—		10
Tax benefit (expense)	—			(2)			—		(1)		(3)
Other comprehensive income (loss)	(21)			8			—		4		(9)
As of January 31, 2022	$	(41)		$	(448)		$	(6)	$	44	$	(451)

Reclassifications out of accumulated other comprehensive loss for the three months ended January 31, 2023 and 2022 were as follows:

Details about accumulated other comprehensive loss components				Affected line item in statement of operations
	Three Months Ended
	January 31,
		2023		2022
		(in millions)
Unrealized gain (loss) on derivatives		$	4	$	1	Cost of products
		(2)		(1)		Selling, general and administrative
		—		—		Benefit (provision) for income tax
		2		—		Net of income tax
Net defined benefit pension cost and post retirement plan costs:
Net actuarial loss		(6)		(10)
		1		2		Benefit (provision) for income tax
		(5)		(8)		Net of income tax
Total reclassifications for the period		$	(3)	$	(8)

An amount in parentheses indicates a reduction to income and an increase to accumulated other comprehensive loss.

Reclassifications of net actuarial loss related to retirement plans and post retirement pension plans are included in the computation of net periodic benefit cost (see Note 10, "Retirement Plans and Post-Retirement Benefit Plans").

Table of Contents

14. SEGMENT INFORMATION

We report our results in two reportable segments: Communications Solutions Group ("CSG") and Electronic Industrial Solutions Group ("EISG"). The results of our reportable segments are based on our management reporting system and are not necessarily in conformity with GAAP. The performance of each segment is measured based on several metrics, including income from operations. These results are used, in part, by the chief operating decision maker in evaluating the performance of, and in allocating resources to each of the segments.

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 as noted in the reconciliations below.

	Three Months Ended
	January 31,
	2023						2022
	CSG		EISG		Total		CSG		EISG		Total
	(in millions)
Revenue	$	939	$	442	$	1,381	$	878	$	372	$	1,250
Segment income from operations	$	269	$	140	$	409	$	237	$	114	$	351

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

	Three Months Ended
	January 31,
		2023		2022
		(in millions)
Total reportable operating segments' income from operations		$	409	$	351
Share-based compensation		(55)		(51)
Amortization of acquisition-related balances		(23)		(26)
Acquisition and integration costs		(2)		(3)
Restructuring and others		(7)		—
Income from operations, as reported		322		271
Interest income		19		1
Interest expense		(19)		(20)
Other income (expense), net		9		12
Income before taxes, as reported		$	331	$	264

15. SUBSEQUENT EVENTS

On February 7, 2023, we completed the acquisition of Cliosoft Inc. for approximately $100 million, net of cash acquired. Cliosoft's data and IP management tools enhance our portfolio of electronics design automation solutions. Cliosoft’s results will be included in Keysight’s consolidated financial statements from the date of acquisition and will be reported in the CSG and EISG operating segments.

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. This report contains forward-looking statements including, without limitation, statements regarding 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 local government regulations on our ability to pay vendors or 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, our transition to lower-cost regions, the existence of political or economic instability, impacts of geopolitical tension and conflict in regions outside of the U.S., the

Table of Contents

impacts of increased trade tension and tightening of export control regulations, the impact of compliance with the August 3, 2021 Consent Agreement with the Directorate of Defense Trade Controls, Bureau of Political-Military Affairs, Department of State, the impact of new and ongoing litigation, inflationary pressures, impacts of supply chain constraints, impacts related to endemic and pandemic conditions, impacts related to net zero emissions commitments, the impact of volatile weather caused by environmental conditions such as climate change, increases in attrition and our ability to retain key personnel, and our estimated or anticipated future results of operations, which involve risks and uncertainties. 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," "Keysight" or the "company"), incorporated in Delaware on December 6, 2013, is a technology company that helps enterprises, service providers and governments accelerate innovation to connect and secure the world by providing electronic design and test solutions that are used in the simulation, design, validation, manufacture, installation, optimization and secure operation of electronics systems in the communications, networking and electronics industries. We also offer customization, consulting and optimization services throughout the customer's product development lifecycle, including start-up assistance, asset management, up-time services, application services and instrument calibration and repair.

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 improvements to existing software and hardware products and development to support new software and hardware product introductions and complete customer solutions aligned to the industries 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, customer 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.

Macro-economic headwinds and challenging geopolitical environment

Our global operations continue to be affected by many headwinds, including inflationary pressures, financial market volatility, currency movements, geopolitical tensions, trade restrictions and continuing supply chain constraints. These headwinds are also negatively impacting our customers' revenue, operating margin and cost of capital. Demand is moderating as our customers are becoming more cautious in spending to manage financial results and adapt to post-pandemic dynamics. Our exposure to multiple end markets, our diversified solutions portfolio and the strength of the Keysight Leadership Model position us well to weather these macro and industry dynamics and deliver consistent value to our customers.

For discussion of risks related to potential impacts of macro-economic headwinds and geopolitical challenges on our operations, business results and financial condition, see “Item 1A. Risk Factors.”

Three months ended January 31, 2023 and 2022

Total orders for the three months ended January 31, 2023 were $1,300 million, a decrease of 13 percent compared to the same period last year. For the three months ended January 31, 2023, orders declined across all regions. Foreign currency movements for the three months ended January 31, 2023 had an unfavorable impact of 3 percentage points on year-over-year order growth.

Revenue for the three months ended January 31, 2023 was $1,381 million, an increase of 10 percent compared to the same period last year. Foreign currency movements for the three months ended January 31, 2023 had an unfavorable impact of 4 percentage points on the year-over-year revenue growth. For the three months ended January 31, 2023, revenue for both the Electronic Industrial Solutions Group and the Communications Solutions Group increased year-over-year, driven by strength in all the regions and across all end markets. Revenue from the Communications Solutions Group and the Electronic Industrial Solutions Group represented 68 percent and 32 percent, respectively, of total revenue for the three months ended January 31, 2023.

Net income for the three months ended January 31, 2023 was $260 million, compared to $229 million, for the same period last year. The increase in net income for the three months ended January 31, 2023 was primarily driven by higher revenue volume and higher interest income, partially offset by higher income tax expense, material costs, research and development expense, and selling, general and administrative expense.

Table of Contents

Outlook

Our first-to-market solutions strategy enables customers to develop new technologies and accelerate innovation and provides a platform for long-term growth. Our customers are expected to continue to make R&D investments in certain next-generation technologies, such as 5G/6G, new mobility technologies, industrial internet of things ("IoT") and defense modernization. We continue to closely monitor the current macro environment related to trade, tariffs, monetary and fiscal policies, geopolitical tensions in regions outside of the U.S., and ongoing supply chain challenges. We remain confident in our long-term secular market growth trends and the strength of our operating model.

Critical Accounting Policies and Estimates

There were no material changes during the three months ended January 31, 2023 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, 2022.

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 as a result of our global operating 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 the hedging has been included in our condensed consolidated balance sheet and statement of operations. We 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, monetary assets and liabilities. Our 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, 2023 and 2022

A summary of our results is as follows:

	Three Months Ended							Year over Year
	January 31,							Change
		2023			2022				Three Months
in millions, except margin data
Revenue		$	1,381		$	1,250			10%
Gross margin		63.9		%	64.3		%		—
Research and development		$	227		$	210			8%
Percentage of revenue		16		%	17		%		—
Selling, general and administrative		$	338		$	326			3%
Percentage of revenue		24		%	26		%		(2) ppts
Other operating expense (income), net		$	(4)		$	(3)			20%
Income from operations		$	322		$	271			19%
Operating margin		23.3		%	21.7		%		2 ppts
Interest income		$	19		$	1			3148%
Interest expense		$	(19)		$	(20)			(2)%
Other income (expense), net		$	9		$	12			(20)%
Income before taxes		$	331		$	264			26%
Provision for income taxes		$	71		$	35			105%
Net income		$	260		$	229			14%

Table of Contents

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 percent change in revenue for the three months ended January 31, 2023 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, 2023
Geographic Region		Actual	Currency Impact Favorable (Unfavorable)
Americas		16%	—
Europe		14%	(7) ppts
Asia Pacific		4%	(6) ppts
Total revenue		10%	(4) ppts

Gross Margin, Operating Margin and Income Before Taxes

Gross margin for the three months ended January 31, 2023 was flat as compared to the same period last year, primarily driven by higher material costs, unfavorable mix and higher variable people-related costs offset by price increases.

R&D expense for the three months ended January 31, 2023 increased 8 percent compared to the same period last year, primarily driven by continued investments in key growth opportunities in our end markets and leading-edge technologies and higher variable people-related costs. As a percentage of revenue, R&D expense was 16 percent for the three months ended January 31, 2023 as compared to 17 percent for the same period last year.

Selling, general and administrative expense for the three months ended January 31, 2023 increased 3 percent compared to the same period last year, primarily driven by higher infrastructure-related, travel-related and variable people-related costs.

Other operating expense (income), net for the three months ended January 31, 2023 was income of $4 million compared to income of $3 million for the same period last year.

Operating margin for the three months ended January 31, 2023 increased 2 percentage points compared to the same period last year, primarily driven by lower operating expenses as a percentage of sales.

Interest income for the three months ended January 31, 2023 was $19 million as compared to $1 million for the comparable period last year and primarily relates to interest earned on our cash balances. The increase in interest income for the three months ended January 31, 2023 is primarily driven by an increase in interest rates. Interest expense for the three months ended January 31, 2023 was $19 million, as compared to $20 million, for the comparable period last year and primarily relates to interest on our senior notes.

Other income (expense), net for the three months ended January 31, 2023 was income of $9 million, compared to income of $12 million for the same period last year and primarily includes income related to our defined benefit and post-retirement benefit plans and the change in fair value of our equity and other investments. The decrease in net other income for the three months ended January 31, 2023 compared to the same period last year was primarily driven by higher amortization of net actuarial losses and currency losses, partially offset by a net gain on our equity investments.

As of January 31, 2023, our headcount was approximately 15,000 compared to approximately 14,300 at January 31, 2022.

Income Taxes

The following table provides details of income taxes:

	Three Months Ended
	January 31,
		2023			2022
in millions, except percentages
Income before taxes		$	331		$	264
Provision for income taxes		$	71		$	35
Effective tax rate		21.5		%	13.1		%

Table of Contents

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

We do not recognize deferred taxes for temporary differences expected to impact the GILTI tax expense in future years. We recognize the tax expense related to GILTI in each year in which the tax is incurred.

We are subject to income taxes in the U.S. and various other countries globally. Changes in tax law, tax rates, or in the composition of earnings in countries with differing tax rates may affect deferred tax assets and liabilities recorded and our future effective tax rate. On August 16, 2022, the U.S. government enacted the Inflation Reduction Act of 2022 that included changes to the U.S. corporate income tax system, including a fifteen percent minimum tax based on "adjusted financial statement income," which is effective for Keysight beginning November 1, 2023. In addition, the Organization for Economic Cooperation and Development (“OECD”) announced that it reached agreement among 136 countries to implement a minimum fifteen percent tax rate on certain multinational enterprises, commonly referred to as the Pillar Two proposals. Many countries continue to consider changes in their tax laws and regulations based on the Pillar Two proposals. We are continuing to evaluate the impact of these proposed and enacted legislative changes as new guidance becomes available. Some of these legislative changes could result in double taxation of our non-U.S. earnings, a reduction in the tax benefit received from our tax incentives, or other impacts to our effective tax rate and tax liabilities.

Table of Contents

Segment Overview

We have two reportable operating segments, the Communications Solutions Group and the Electronic Industrial Solutions Group. 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.

Communications Solutions Group

The Communications Solutions Group serves customers spanning the worldwide commercial communications and aerospace, defense, and government end markets. The group’s solutions consist of electronic design and test software, electronic measurement instruments, systems and related services. These solutions are used in the simulation, design, validation, manufacturing, installation, and optimization of electronic equipment and networks.

Revenue

	Three Months Ended					Year over Year
	January 31,					Change
		2023		2022			Three Months
in millions
Total revenue		$	939	$	878		7%

The Communications Solutions Group revenue for the three months ended January 31, 2023 increased 7 percent when compared to the same period last year. Revenue grew across all regions and in both the commercial communications and the aerospace, defense and government end markets. Foreign currency movements had an unfavorable impact of 4 percentage points on year-over-year revenue growth. Investment continues to support new communications technologies like 5G, Open Radio Access Networks ("O-RAN"), data center networking including 800G, terabit communications solutions, spectrum operations, cybersecurity, space and satellite solutions and major defense and government programs worldwide.

The commercial communications end market revenue for the three months ended January 31, 2023 increased 8 percent year-over-year and represented 67 percent of total Communications Solutions Group revenue. Revenue grew across all regions. Wireless 5G development and manufacturing of devices, O-RAN, components and operators, and high-speed data solutions to support data centers and the cloud drove the revenue growth.

The aerospace, defense and government end market revenue for the three months ended January 31, 2023 increased 5 percent year-over-year and represented 33 percent of total Communications Solutions Group revenue. The growth in the Americas and Europe was partially offset by a decline in Asia Pacific. We continue to see investments in spectrum operations, cybersecurity, and satellites and space, as well as new commercial technologies like 5G and early 6G research applications.

Gross Margin and Operating Margin

	Three Months Ended							Year over Year
	January 31,							Change
		2023			2022				Three Months
in millions, except margin data
Gross margin		67.5		%	67.3		%		—
Research and development		$	156		$	149			5%
Selling, general and administrative		$	210		$	207			1%
Other operating expense (income), net		$	(3)		$	(2)			17%
Income from operations		$	269		$	237			14%
Operating margin		28.7		%	26.9		%		2 ppts

Gross margin for the three months ended January 31, 2023 was flat as compared to the same period last year, primarily driven by price increases, offset by higher material costs, unfavorable mix and higher variable people-related costs.

R&D expense for the three months ended January 31, 2023 increased 5 percent compared to the same period last year, primarily driven by 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, 2023 increased 1 percent compared to the same period last year, primarily driven by higher infrastructure-related, travel-related and variable people-related costs.

Table of Contents

Other operating expense (income), net for the three months ended January 31, 2023 was income of $3 million compared to income of $2 million for the same period last year.

Electronic Industrial Solutions Group

The Electronic Industrial Solutions Group provides test and measurement solutions and related services across a broad set of electronic industrial end markets, focusing on high-value applications in the automotive and energy industries and measurement solutions for consumer electronics, education, general electronics design and manufacturing, and semiconductor design and manufacturing. The group provides electronic measurement instruments, design and test software and systems and related services used in the simulation, design, validation, manufacturing, installation and optimization of electronic equipment, and automated software test solutions that include artificial intelligence and machine learning to automatically identify, build and execute tests critical to digital business success and a strong customer experience.

Revenue

	Three Months Ended					Year over Year
	January 31,					Change
		2023		2022			Three Months
in millions
Total revenue		$	442	$	372		19%

The Electronic Industrial Solutions Group revenue for the three months ended January 31, 2023 increased 19 percent, compared to the same period last year. For the three months ended January 31, 2023, revenue grew across all regions. Foreign currency movements for the three months ended January 31, 2023 had an unfavorable impact of 5 percentage points on year-over-year revenue growth. The strong revenue growth was driven by continued investments in next-generation mobility and semiconductor technologies, and emerging verticals like digital health and industrial IoT.

Gross Margin and Operating Margin

	Three Months Ended							Year over Year
	January 31,							Change
		2023			2022				Three Months
in millions, except margin data
Gross margin		60.5		%	62.6		%		(2) ppts
Research and development		$	54		$	49			10%
Selling, general and administrative		$	74		$	70			5%
Other operating expense (income), net		$	(1)		$	(1)			—
Income from operations		$	140		$	114			23%
Operating margin		31.8		%	30.7		%		1 ppt

Gross margin for the three months ended January 31, 2023 decreased 2 percentage points compared to the same period last year, primarily driven by higher material costs, partially offset by price increases.

R&D expense for the three months ended January 31, 2023 increased 10 percent compared to the same period last year, primarily driven by 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, 2023 increased 5 percent compared to the same period last year, primarily driven by higher infrastructure-related, travel-related and variable people-related costs.

Other operating expense (income), net for the three months ended January 31, 2023 was income of $1 million compared to income of $1 million for the same period last year.

Operating margin for the three months ended January 31, 2023 increased 1 percentage point compared to the same period last year, primarily driven by lower operating expenses as a percentage of sales, partially offset by gross margin declines.

Table of Contents

Financial Condition

Liquidity and Capital Resources

Our liquidity is affected by many factors, some of which are based on normal ongoing operations of our business and some of which arise from fluctuations related 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,
	2023		2022
	(in millions)
Net cash provided by operating activities	$	366	$	224
Net cash used in investing activities	$	(60)	$	(49)
Net cash used in financing activities	$	(139)	$	(247)

Operating Activities

Cash flows from operating activities can fluctuate significantly from period to period as working capital needs, the timing of payments for income taxes, variable pay, pension funding and other items impact reported cash flows.

Net cash provided by operating activities increased $142 million during the three months ended January 31, 2023 compared to the same period last year.

•Net income for the three months ended January 31, 2023 increased $31 million compared to the same period last year. Non-cash adjustments to net income were lower by $21 million primarily due to a $10 million increase in deferred tax benefit, a $4 million decrease in amortization and depreciation, and a $11 million decrease in other non-cash adjustments, partially offset by a $4 million increase in share-based compensation.

•The aggregate of accounts receivable, inventory and accounts payable used net cash of $57 million during the first three months of fiscal 2023 compared to net cash used of $11 million in the same period last year, primarily due to timing of invoices, and an increase in inventory driven by incremental stock build-up to secure supply to support order fulfillment, partially offset by higher collections, net of payments. 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.

•Other movements in assets and liabilities provided net cash of $57 million during the first three months of fiscal 2023 compared to net cash used of $121 million in the same period last year, primarily due to a higher income tax expense, an increase in deferred revenue, lower variable compensation and other payroll-related payments, net of accruals and lower prepaid inventory deposits.

Investing Activities

Our investing activities primarily include investments in property, plant and equipment and acquisitions of businesses to support our growth.

Net cash used in investing activities increased $11 million during the three months ended January 31, 2023 compared to the same period last year. Investments in property, plant and equipment were $60 million and $42 million for the three months ended January 31, 2023 and 2022, respectively. We used $7 million, net of cash acquired, for acquisition activity for the three months ended January 31, 2022.

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 and treasury stock repurchases.

Net cash used in financing activities decreased $108 million during the three months ended January 31, 2023 compared to the same period last year, primarily due to lower treasury stock repurchases and lower payment of taxes related to net share settlement of equity awards.

Table of Contents

Treasury Stock Repurchases

On November 18, 2021, our board of directors approved a stock repurchase program authorizing the purchase of up to $1,200 million of the company’s common stock. 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, 2023		October 31, 2022
	(in millions)
Total debt (par value)	$	1,800	$	1,800
Revolving credit facility	$	750	$	750

On July 30, 2021, we entered into an amended and restated credit agreement that amended and restated the prior credit agreement dated February 15, 2017 in its entirety which provides for a $750 million five-year unsecured revolving credit facility (the “Revolving Credit Facility”) that will expire on July 30, 2026 and bears interest at an annual rate of LIBOR + 1 percent along with a facility fee of 0.125 percent per annum. In addition, the credit agreement 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 facility for general corporate purposes. As of January 31, 2023 and October 31, 2022, we had no borrowings outstanding under the Revolving Credit Facility. We were in compliance with the covenants of the Revolving Credit Facility and senior notes during the three months ended January 31, 2023. See note 9, "Debt" for additional information. On February 17, 2023, we entered into the first amendment to the Amended and Restated Credit Agreement to change the annual interest rate from LIBOR +1 percent to SOFR + 1.1 percent.

Cash and cash requirements

Cash

	January 31, 2023		October 31, 2022
	(in millions)
Cash, cash equivalents and restricted cash	$	2,244	$	2,057
U.S.	$	823	$	371
Non U.S.	$	1,421	$	1,686

Our cash and cash equivalents mainly consist of investments in institutional money market funds, short-term deposits held at major global financial institutions and similar short duration instruments with original maturities of 90 days 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, but in the event that additional liquidity is required, we may also borrow under our revolving credit facility.

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, 2022.

There were no material changes in our liabilities toward uncertain tax positions from our Annual Report on Form 10-K for the fiscal year ended October 31, 2022. 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 2023, we do not expect to contribute to our U.S. defined benefit plan and U.S. post-retirement benefit plan, and we expect to contribute $7 million 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

Table of Contents

deductibility of the contribution, local practices, market conditions, interest rates and other factors. See note 10, "Retirement plans and post-retirement benefit plans."

Additionally, we expect capital spending to be approximately $250 million in 2023, with greater investments in capacity expansion and technology investments.

As of January 31, 2023, 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.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Quantitative and qualitative disclosures about market risk appear in “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in Part II of our Annual Report on Form 10-K for the fiscal year ended October 31, 2022. There were no material changes during the three months ended January 31, 2023 to this information reported in the company’s 2022 Annual Report on Form 10-K.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the first quarter of fiscal 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

On August 3, 2021, we entered into a Consent Agreement with the Directorate of Defense Trade Controls, Bureau of Political-Military Affairs, Department of State to resolve alleged violations of the Arms Export Control Act and the International Traffic in Arms Regulations ("ITAR"). Pursuant to the Consent Agreement, we were assessed a penalty of $6.6 million to be paid over three years, $2.5 million of which was suspended and designated for remediation activities over three years, including employment of a special compliance officer. To date, we have paid $2.1 million of the penalty. The suspended portion of the penalty has been satisfied by amounts we have spent on qualifying compliance activities to date.

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

Table of Contents

Item 1A. Risk Factors

Risks, Uncertainties and Other Factors That May Affect Future Results

Risks Related to Our Business

Volatile geopolitical turmoil, including popular uprisings, regional conflicts, terrorism and war could result in market instability, which could negatively impact our business results.

We are a global company with international operations, and we sell our products and solutions in countries throughout the world. Escalation in regional conflicts, including the Russian invasion of Ukraine, which resulted in economic sanctions, and the risk of increased tensions between China and Taiwan, could limit or prohibit our ability to transfer certain technologies, to sell our products and solutions, and could result in closure of facilities in sanctioned countries, such as our recent decision to discontinue operations in Russia. In addition, international conflict has resulted in increased pressure on the supply chain and could further result in increased energy costs, which could increase the cost of manufacturing, selling and delivering products and solutions; inflation, which has resulted in increases in the cost of manufacturing products and solutions, reduced customer purchasing power, increased price pressure, and reduced or cancelled orders; increased risk of cybersecurity attacks; and market instability, which could adversely impact our financial results.

Uncertainty in general economic conditions may adversely affect our operating results and financial condition.

Our business is sensitive to negative changes in general economic conditions, both inside and outside the United States. Global and regional economic uncertainty, inflation, recession or depression may impact our business, resulting in:

•increased cost to manufacture products or deliver solutions;

•reduced customer purchasing power;

•reduced demand for our solutions, delays in the shipment of orders or increases in order cancellations;

•increased risk of excess and obsolete inventory;

•increased price pressure for our solutions and services; and

•greater risk of impairment to the value, and a detriment to the liquidity, of our future investment portfolio.

In addition, global and regional macroeconomic developments, such as increased unemployment, decreased income, uncertainty related to future economic activity, reduced access to credit, increased interest rates, volatility in capital markets, decreased liquidity, uncertain or destabilizing national election results in the U.S., Europe, and Asia, and negative changes or volatility in general economic conditions in the U.S., Europe, and Asia could negatively affect our ability to conduct business in those territories. Financial difficulties experienced by our suppliers and customers, including distributors, due to economic volatility or negative changes could result in product delays, reduced purchasing power, delays in payment or inability to pay us, and inventory issues. Economic risks related to accounts receivable could result in delays in collection and greater bad debt expense.

Economic, political, and other risks associated with international sales and operations could adversely affect our results of operations.

Because we operate our businesses and sell our solutions worldwide, our business is subject to risks associated with doing business internationally. We anticipate that revenue from international operations will continue to represent a majority of our total revenue. However, there can be no assurances that our international sales will continue at existing levels or grow in accordance with our effort to increase foreign market penetration. In addition, many of our employees, contract manufacturers, suppliers and manufacturing facilities are located outside the United States. Accordingly, our future results could be harmed by a variety of factors, including but not limited to:

•inability to conduct business in certain countries or regions or with certain customers due to U.S. sanctions or trade restrictions;

•inability to sell certain products, technologies, or services to countries, regions, facilities, or customers due to U.S. sanctions or trade restrictions;

•changes in a specific country's or region's political, economic or other conditions, including but not limited to changes that favor national interests and economic volatility;

Table of Contents

•negative impact of economic and political measures taken by a country to contain the spread of global pandemic conditions;

•negative consequences from changes in tax laws;

•difficulty in protecting intellectual property;

•injunctions or exclusion orders related to intellectual property disputes;

•interruptions to transportation flows for delivery of parts to us and finished goods to our customers;

•changes in foreign currency exchange rates;

•difficulty in staffing and managing foreign operations;

•local competition;

•differing labor regulations;

•unexpected changes in regulatory requirements;

•inadequate local infrastructure;

•potential incidences of corruption and fraudulent business practices; and

•volatile geopolitical turmoil, including popular uprisings, regional conflicts, terrorism, and war.

We centralize most of our accounting processes at two locations: India and Malaysia. If conditions change in those countries, it may adversely affect operations, including impairing our ability to pay our suppliers. Our results of operations, as well as our liquidity, may be adversely affected and possible delays may occur in reporting financial results.

Further, even if we are able to successfully manage the risks of international operations, our business may be adversely affected if our business partners are not able to successfully manage similar risks.

Economic and political policies favoring national interests could adversely affect our results of operations.

Nationalistic economic policies and political trends such as opposition to globalization and free trade, sanctions or trade restrictions, including those on advanced computing and semiconductor manufacturing, withdrawal from or re-negotiation of global trade agreements, tax policies that favor domestic industries and interests, the distancing or potential exit of countries from the European Union, and other similar actions may result in increased transaction costs, reduced ability to hire employees, reduced access to supplies and materials, reduced demand or access to customers, and inability to conduct our operations as they have been conducted historically. Each of these factors may adversely affect our business.

International trade disputes and increased tariffs between the United States and the United Kingdom, the European Union, Singapore, Malaysia and China, among other countries could substantially change our expectations and ability to operate in such jurisdictions as we have done historically. Many of our suppliers, vendors, customers, partners, and other entities with whom we do business have strong ties to doing business in China. Their ability to supply materials to us, buy products or services from us, or otherwise work with us is affected by their ability to do business in China. If the U.S.’s relationship with China results in additional trade disputes, trade protection measures, retaliatory actions, tariffs and increased barriers, policies that favor domestic industries, or increased import or export licensing requirements or restrictions, then our deployment of resources in jurisdictions affected by such measures could be misaligned and our operations may be adversely affected due to such changes in the economic and political ecosystem in which our suppliers, vendors, customers, partners, and other entities with whom we do business operate.

Global health crises, such as the COVID-19 pandemic, have had an impact on our supply chain and could have a material impact on our global operations, our customers and our vendors, which could adversely impact our business results and financial condition.

The continued evolution of COVID-19 and its variants, as well as periodic spikes in infection rates, local outbreaks on our sites or supplier, customer or vendor sites, in spite of safety measures or vaccinations, could cause disruptions to our operations or those of our suppliers, customers or vendors. The pandemic has led to global supply chain challenges, which have adversely

Table of Contents

impacted our ability to procure certain components and could impact our ability to manufacture products and cause delays in delivery of our solutions to our customers. As new variants of the virus appear, especially variants that are more easily spread, cause more serious outcomes, or are resistant to existing vaccines, new health orders and safety protocols could further impact our on-site operations and our ability to manufacture, ship or deliver products and solutions to customers.

These factors could materially and negatively impact our business results, operations, revenue, growth and overall financial condition.

Our operating results and financial condition could be harmed if the markets into which we sell our solutions decline or do not grow as anticipated.

Visibility into our markets is limited. Our quarterly sales and operating results are highly dependent on the volume and timing of technology-related spending and orders received during the fiscal quarter, which are difficult to forecast and may be cancelled by our customers. In addition, our revenues and earnings forecasts for future fiscal quarters are often based on the expected seasonality or cyclicality of our markets. However, due to the uncertainties and volatile economic environment created by increased geopolitical tensions, including the war between Russia and Ukraine, the impact of inflation, the potential for future recession, and continued supply chain challenges, the markets we serve may experience increased volatility and may not experience the seasonality or cyclicality that we expect. Any decline in our customers' markets would likely result in a reduction in demand for our solutions and services. If our customers' markets decline, we may not be able to collect on outstanding amounts due to us. Such declines could harm our financial position, results of operations, cash flows and stock price, and could limit our profitability. In such an environment, pricing pressures could intensify. Since a significant portion of our operating expenses is relatively fixed in nature due to sales, R&D and manufacturing costs, if we were unable to respond quickly enough, these pricing pressures could further reduce our operating margins.

A decreased demand for our customers’ products or trade restrictions could adversely affect our results of operations.

Our business depends on our customers’ ability to manufacture, design, and sell their products in the marketplace. International trade disputes affecting our customers could adversely affect our business. Tariffs on imports to or from China could increase the cost of our customers’ components and raw materials, which could make our customers’ products and services more expensive and could reduce demand for our customers’ products. Protectionist and retaliatory trade measures by either China or the United States could limit our customers’ ability to sell their products and services and could reduce demand for our customers’ products. Our customers and other entities in our customer chain could decide to take actions in response to international trade disputes that we could not foresee. A decrease in demand or significant change in operations from our customers due to international trade disputes could adversely affect our operating results and financial condition.

In addition to the above, our customers and suppliers have become subject to U.S. export restrictions and sanctions, such as being added to the U.S. Department of Commerce’s “Lists of Parties of Concern” and having U.S. export privileges denied or suspended. When a customer or supplier of ours becomes subject to such sanctions, we suspend our business with such customer or supplier. Because of the continued tense political and economic relationship between the U.S. and China and between the U.S. and Russia, new restrictions or sanctions have been imposed with little notice, which could leave us without an adequate alternative solution to compensate for our inability to continue to do business with such customer or supplier. Some of our suppliers and customers in the supply chain are working on unique solutions and products in the market, and it may be difficult if not impossible to replace them, especially with short notice. We cannot predict what impact future sanctions could have on our customers or suppliers, and therefore, our business. Any export restrictions or sanctions and any tariffs or other trade restriction imposed on our customers or suppliers could adversely affect our financial condition and business.

Failure to introduce successful new solutions and services in a timely manner to address increased competition, rapid technological changes, and changing industry standards could result in our solutions and services becoming obsolete.

We generally sell our solutions in industries that are characterized by increased competition through frequent new solution and service introductions, rapid technological changes and changing industry standards. In addition, many of the markets in which we operate are seasonal and cyclical. Without the timely introduction of new solutions, services and enhancements, our solutions and services will become technologically obsolete over time, in which case our revenue and operating results would suffer. Our ability to offer new solutions and services and to deploy them in a timely manner depend on several factors, including but not limited to our ability to:

•properly identify and assess customer needs;

•innovate and develop new technologies, services and applications;

•successfully commercialize new technologies in a timely manner;

Table of Contents

•manufacture and deliver our solutions in sufficient volumes and on time;

•differentiate our offerings from our competitors' offerings;

•price our solutions competitively;

•anticipate our competitors' development of new solutions, services or technological innovations; and

•control product quality in our manufacturing process.

Our future operating results may fluctuate significantly if our investments in innovative technologies are not as profitable as we anticipate.

On a regular basis, we review the existing technologies available in the market and identify strategic new technologies to develop and invest in. We are currently devoting significant resources to new technologies in the communications, automotive, battery, Internet of Things, and mobile industries. We are investing in R&D, developing relationships with customers and suppliers, and re-directing our corporate and operational resources to grow within these innovative technologies. Our income could be harmed if we fail to expand our customer base, if demand for our solutions is lower than we expect, or if our income related to the innovative technologies is lower than we anticipate. We provide solutions for the design, development, and manufacturing stages of our customers’ workflow. Our customers who currently use our solutions in one stage of their workflow may not use our solutions in other aspects of their manufacturing process.

Failure to adjust our purchases due to changing market conditions or failure to estimate our customers' demand could adversely affect our income.

Our income could be harmed if we are unable to adjust our purchases to market fluctuations, including those caused by global economic conditions, volatile geopolitical conflict, or the seasonal or cyclical nature of the markets in which we operate. The sale of our solutions and services are dependent, to a large degree, on customers whose industries are subject to seasonal or cyclical trends in the demand for their products. For example, the consumer electronics market is particularly volatile, making demand difficult to anticipate. Making such estimations in an economic climate affected by inflation or recession, fluctuations in global currency, geopolitical tension and war is particularly difficult as increased volatility may impact seasonal trends making it more difficult to anticipate demand fluctuations. Additionally, the current disruption to the global supply chain has impacted our ability to purchase parts and components to meet increasing product demand, which has increased lead times, delayed shipments and could materially affect our results. We have seen a shortage of parts for some of our products. In addition, some of the parts that require custom design are not readily available from alternate suppliers due to their unique design or the length of time necessary for design work. Should a supplier cease manufacturing such a component, we would be forced to re-engineer our solution. In addition to discontinuing parts, suppliers may also extend lead times, limit supplies or increase prices due to capacity constraints or other factors. In order to secure components for the production of products, we may continue to enter into non-cancellable purchase commitments with vendors, or at times make advance payments to suppliers, which could impact our ability to adjust our inventory to declining market demands. Prior commitments of this type have resulted in an excess of parts when demand for electronic products has decreased. If demand for our solutions is less than we expect, we may experience additional excess and obsolete inventories and be forced to incur additional charges.

Dependence on contract manufacturing and outsourcing other portions of our supply chain may adversely affect our ability to bring solutions to market and damage our reputation. Dependence on outsourced information technology and other administrative functions may impair our ability to operate effectively.

As part of our efforts to streamline operations and to cut costs, we outsource aspects of our manufacturing processes and other functions and continue to evaluate additional outsourcing. If our contract manufacturers or other outsourcers fail to perform their obligations in a timely manner or at satisfactory quality levels, our ability to bring solutions to market and our reputation could suffer. For example, during a market upturn, our contract manufacturers may be unable to meet our demand requirements, which may preclude us from fulfilling our customers' orders on a timely basis. The ability of these manufacturers to perform is largely outside of our control. Additionally, changing or replacing our contract manufacturers or other outsourced vendors could cause disruptions or delays. In addition, we outsource significant portions of our information technology ("IT") and other administrative functions. Since IT is critical to our operations, any failure of our IT providers to perform could impair our ability to operate effectively. In addition to the risks outlined above, problems with manufacturing or IT outsourcing could result in lower revenues and unrealized efficiencies and could impact our results of operations and stock price. Much of our outsourcing takes place in developing countries and, as a result, may be subject to geopolitical uncertainty.

Table of Contents

Our operating results may suffer if our manufacturing capacity does not match the demand for our solutions.

Because we cannot immediately adapt our production capacity and related cost structures to rapidly changing market conditions, when demand is lower than our expectations, our manufacturing capacity will likely exceed our production requirements. During a general market upturn or an upturn in our business, if we cannot increase our manufacturing capacity to meet product demand, we will not be able to fulfill orders in a timely manner, which could lead to order cancellations, contract breaches or indemnification obligations. This inability could materially and adversely limit our ability to improve our income, margin and operating results. By contrast, if, during an economic downturn, we had excess manufacturing capacity, then our fixed costs associated with excess manufacturing capacity would adversely affect our income, margins and operating results.

Key customers or large orders may expose us to additional business and legal risks that could have a material adverse impact on our operating results and financial condition.

As a global company, we have key customers all over the world, although no one customer makes up more than 10 percent of our revenue. Sales to those customers could be reduced or eliminated as a result of failure to respond to customer needs, reduced customer demand, increased sales to our competitors, inability to manufacture or ship products and solutions, supply chain constraints, trade restrictions, sanctions and embargoes. We have experienced forced reductions in sales and been prevented from selling large orders to certain key customers due to trade restrictions, which we have been able to mitigate with the addition of new customers and new business. If we have future reductions in sales or lose key customers, there is no guarantee that we will be able to mitigate the impact of such reductions or losses, which could negatively impact our income, operating results and financial condition.

Certain key customers have substantial purchasing power and leverage in negotiating contractual arrangements with us. These customers may demand contract terms that differ considerably from our standard terms and conditions. Large orders may also include severe contractual liabilities if we fail to provide the quantity and quality of product at the required delivery times or fail to meet other obligations. While we attempt to contractually limit our potential liability, we may agree to some or all of these provisions to secure these orders and grow our business. Such actions expose us to significant additional risks, which could result in a material adverse impact on our operating results and financial condition.

Industry consolidation and consolidation among our customer base may lead to increased competition and may harm our operating results.

There is potential for industry consolidation in our markets. As companies attempt to strengthen or hold their market positions in an evolving industry, companies could be acquired or may be unable to continue operations. Companies that are strategic alliance partners in some areas of our business may acquire or form alliances with our competitors, thereby reducing their business with us. We believe that industry consolidation may result in stronger competitors and could lead to more variability in our operating results and could have a material adverse effect on our business, operating results, and financial condition. Furthermore, particularly in the communications market, rapid consolidation would lead to fewer customers, with the effect that loss of a major customer could have a material impact on results not anticipated in a customer marketplace composed of more numerous participants.

Additionally, if there is consolidation among our customer base, our customers may be able to command increased leverage in negotiating prices and other terms of sale, which could adversely affect our profitability. In addition, if, as a result of increased leverage, customer pressures require us to reduce our pricing such that our gross margins are diminished, we could decide not to sell our solutions under such less favorable terms, which would decrease our revenue. Consolidation among our customer base may also lead to reduced demand for our solutions, replacement of our products by the combined entity with those of our competitors and cancellations of orders, each of which could harm our operating results.

Our acquisitions, strategic alliances, joint ventures, internal reorganizations and divestitures may result in financial results that are different than expected.

In the normal course of business, we may engage in discussions with third parties relating to possible acquisitions, strategic alliances, joint ventures and divestitures. Additionally, we occasionally make changes to our internal structure to align business products, services and solutions with market demands and to obtain cost synergies and operational efficiencies. As a result of such transactions, our financial results may differ from our own or the investment community's expectations in a given fiscal quarter, or over the long term. If market conditions or other factors lead us to change our strategic direction, we may not realize the expected value from such transactions or reorganizations. Further, such third-party transactions often have post-closing arrangements, including, but not limited to, post-closing adjustments, transition services, escrows or indemnifications, the financial results of which can be difficult to predict. In addition, acquisitions and strategic alliances may require us to integrate a different company culture, management team, employees and business infrastructure into our existing operations without

Table of Contents

impacting the business operations of the newly acquired company. We may have difficulty developing, manufacturing and marketing the products of a newly acquired company in a way that enhances performance and expands the markets of the newly acquired company. The acquired company may not enhance the performance of our businesses or product lines such that we do not realize the value from expected synergies. Depending on the size and complexity of an acquisition, the successful integration of the entity depends on a variety of factors, including but not limited to:

•the achievement of anticipated cost savings, synergies, business opportunities and growth prospects from combining the acquired company;

•the scalability of production, manufacturing and marketing of products of a newly acquired company to broader adjacent markets;

•the ability to cohesively integrate operations, product definitions, price lists, contract terms and conditions, delivery, and technical support for products and solutions of a newly acquired company into our existing operations;

•the compatibility of our infrastructure, operations, policies and organizations with those of the acquired company;

•the retention of key employees and/or customers;

•the management of facilities and employees in different geographic areas; and

•the management of relationships with our strategic partners, suppliers, and customer base.

If we do not realize the expected benefits or synergies of such transactions, our consolidated financial position, results of operations, cash flows and stock price could be negatively impacted. Additionally, we may record significant goodwill and other assets as a result of acquisitions or investments, and we may be required to incur impairment charges, which could adversely affect our consolidated financial position and results of operations.

Any inability to complete acquisitions on acceptable terms could negatively impact our growth rate and financial performance.

Our ability to grow revenues, earnings and cash flow depends in part upon our ability to identify and successfully acquire and integrate businesses at appropriate prices and realize anticipated synergies and business performance. Appropriate targets for acquisition are difficult to identify and complete for a variety of reasons, including but not limited to, limited due diligence, high valuations, difficulty obtaining business and intellectual property evaluations, other interested parties, negotiations of the definitive documentation, satisfaction of closing conditions, the need to obtain antitrust or other regulatory approvals on acceptable terms, and availability of funding. The inability to close appropriate acquisitions on acceptable terms could adversely impact our growth rate, revenue, and financial performance.

We may need additional financing in the future to meet our capital needs or to make opportunistic acquisitions, and such financing may not be available on terms favorable to us, if at all, and may be dilutive to existing shareholders.

We may need to seek additional financing for our general corporate purposes. For example, we may need to increase our investment in R&D activities or need funds to make acquisitions. We may be unable to obtain any desired additional financing on terms favorable to us, if at all. If adequate funds are not available on acceptable terms, we may be unable to fund our expansion, successfully develop or enhance solutions or respond to competitive pressures, any of which could negatively affect our business. If we finance acquisitions by issuing additional convertible debt or equity securities, our existing stockholders may experience share dilution, which could affect the market price of our stock. If we raise additional funds through the issuance of equity securities, our shareholders will experience dilution of their ownership interest. If we raise additional funds by issuing debt, we may be subject to further limitations on our operations and ability to pay dividends due to restrictive covenants.

We have outstanding debt and may incur other debt in the future, which could adversely affect our financial condition, liquidity and results of operations.

We currently have outstanding debt as well as availability to borrow under a revolving credit facility. We may borrow additional amounts in the future and use the proceeds from any future borrowing for general corporate purposes, future acquisitions, expansion of our business or repurchases of our outstanding shares of common stock.

Our incurrence of this debt, and increases in our aggregate levels of debt, may adversely affect our operating results and financial condition by, among other things:

Table of Contents

•requiring a portion of our cash flow from operations to make interest payments on this debt;

•increasing our vulnerability to general adverse economic and industry conditions;

•reducing the cash flow available to fund capital expenditures and other corporate purposes and to grow our business; and

•limiting our flexibility in planning for, or reacting to, changes in our business and the industry.

Our current revolving credit facility and term loan imposes restrictions on us, including restrictions on our ability to create liens on our assets and the ability of our subsidiaries to incur indebtedness, and requires us to maintain compliance with specified financial ratios. Our ability to comply with these ratios may be affected by events beyond our control. In addition, the indenture governing our senior notes contains covenants that may adversely affect our ability to incur certain liens. If we breach any of the covenants and do not obtain a waiver from the lenders, then, subject to applicable cure periods, our outstanding indebtedness could be declared immediately due and payable.

If currency exchange rates fluctuate substantially in the future, our financial results could be adversely affected.

A substantial amount of our solutions are priced and paid for in U.S. Dollars, although many of our solutions are priced in local currencies and a significant amount of certain types of expenses, such as payroll, utilities, tax and marketing expenses, are paid in local currencies. Our hedging programs are designed to reduce, but not entirely eliminate, within any given 12-month period, the impact of currency exchange rate movements, including those caused by currency controls, which could impact our business, operating results and financial condition by resulting in lower revenue or increased expenses. However, for expenses beyond a 12-month period, our hedging strategy will not mitigate our exchange rate risk. In addition, our currency hedging programs involve third-party financial institutions as counterparties. The weakening or failure of these counterparties may adversely affect our hedging programs and our financial condition through, among other things, a reduction in the number of available counterparties, increasingly unfavorable terms or the failure of counterparties to perform under hedging contracts.

Volatile changes in weather conditions and effects of climate change could damage or destroy strategic facilities, including our headquarters, which could have a significant negative impact on our operations.

We and our customers and suppliers are vulnerable to the increasing impact of climate change. Volatile changes in weather conditions, including extreme heat or cold, could increase the risk of wildfires, floods, blizzards, hurricanes and other weather-related disasters. Such extreme weather events can cause power outages and network disruptions that may result in disruption to operations and may impact our ability to manufacture and ship product, which may negatively impact revenue. Disasters created by extreme conditions could cause significant damage to or destruction of our facilities resulting in temporary or long-term closures of our facilities and operations and significant expense for repair or replacement of damaged or destroyed facilities. This could also result in loss or damage to employee homes, employees relocating to other parts of the country or being unwilling to relocate to the strategic locations, housing shortages and loss of or inability to recruit key employees, This could result in adverse impact to the available workforce, damage to or destruction of inventory, inability to manufacture and deliver solutions, cancellation of orders, and breaches of customer contracts leading to reduced revenue.

If we suffer a loss to our employees, factories, facilities or distribution system due to a catastrophic event, our operations could be significantly harmed.

Our factories, facilities and distribution system are vulnerable to catastrophic loss due to natural or man-made disasters. Several of our facilities could be subject to a catastrophic loss caused by earthquake or other natural disasters due to their locations. For example, our production facilities, headquarters and laboratories in California and our production facilities in Japan are all located in areas with above-average seismic activity. If any of these facilities were to experience a catastrophic loss, it could disrupt our operations, delay production, shipments and revenue and result in large expenses to repair or replace the facility. In addition, since we have consolidated our manufacturing facilities, we are more likely to experience an interruption to our operations in the event of a catastrophe in any one location. Although we carry insurance for property damage and business interruption, we do not carry insurance or financial reserves for interruptions or potential losses arising from earthquakes or terrorism. Also, our third-party insurance coverage will vary from time to time in both type and amount depending on availability, cost and our decisions with respect to risk retention. Economic conditions and uncertainties in global markets may adversely affect the cost and other terms upon which we are able to obtain third-party insurance. If our third-party insurance coverage is adversely affected, or to the extent we have elected to self-insure, we may be at a greater risk that our operations will be harmed by a catastrophic loss.

Table of Contents

Our commitment to Net Zero emissions in company operations by Fiscal Year 2040 will be subject to significant costs and regulations which could impact business operations, processes, revenue, and reputation.

In May 2021, the company disclosed its commitment to achieving net zero Scope 1 and Scope 2 emissions by the end of fiscal year 2040. The company plans to meet this commitment by reducing energy consumption through efficiency and conservation measures, investments in renewable energy and selective purchase of certified offsets for residual emissions. The company also committed in September 2021 to developing approved science-based targets in line with limiting global warming to 1.5 degrees Celsius above pre-industrial levels. In addition to Scope 1 and Scope 2 emissions defined by our net zero goal, the company will develop Scope 3 reduction and engagement targets across relevant categories as part of our commitment to science-based targets. The development and implementation of goals and targets may require significant and expensive capital improvements, changes in product development, manufacturing processes and shipping methods. These changes may materially increase the cost to manufacture and ship products and solutions, result in price increases to customers, reduce product or solution performance, and create customer dissatisfaction, potentially adversely impacting our revenue and profitability.

Achieving net zero emissions goals and targets may entail compliance with evolving laws and regulatory requirements, which may cause us to change or reconfigure facilities and operations to meet regulatory standards. If operations are out of compliance, we may be subject to civil or criminal actions, fines and penalties and be required to make significant changes to facilities and operations and temporarily or permanently shut down non-compliant operations, which could result in business disruption and significant unexpected expense, delays in or inability to develop, manufacture and ship products and solutions, customer dissatisfaction, loss of revenue and damage to our reputation.

If we are unable to sufficiently reduce Scope 1 and Scope 2 emissions through energy reduction measures or our investments in renewable energy are not successful, we may fail to achieve our net zero emission commitment by fiscal year 2040. If we are unable to achieve Scope 3 reduction and engagement targets, we may fail to achieve our commitment to science-based targets. Failing to achieve the company’s net zero or science-based targets commitments could result in regulatory non-compliance, criminal or civil actions against us, assessment of fees and penalties, inability to develop, manufacture and ship products, customer dissatisfaction with our products and solutions, reduced revenue and profitability, shareholder lawsuits and damage to our reputation.

Third parties may claim that we are infringing their intellectual property rights, and we could suffer significant litigation or licensing expenses or be prevented from selling solutions or services.

From time to time parties have claimed that one or more of our solutions or services infringe their intellectual property rights. We analyze and take action in response to such claims on a case-by-case basis. On January 1, 2022, Centripetal Networks filed a lawsuit in Federal District Court in Virginia, alleging that certain Keysight products infringe certain of Centripetal’s patents. In addition, in February 2022, Centripetal filed complaints in Germany alleging infringement of certain of Centripetal’s German patents, and in April 2022, Centripetal filed a complaint with the International Trade Commission (“ITC”) requesting that they investigate whether Keysight should be enjoined from importing certain products that are manufactured outside of the U.S. which are alleged to infringe Centripetal patents. Although we deny the allegations and are aggressively defending each case, the outcome of existing proceedings, lawsuits and claims may differ from our expectations because the outcomes of litigation are often difficult to reliably predict.

Disputes and litigation regarding patents or other intellectual property are costly and time-consuming due to the complexity of our technology and the uncertainty of intellectual property litigation and could divert our management and key personnel from business operations. Claims of intellectual property infringement could cause us to enter into a costly or restrictive license agreement (which may not be available under acceptable terms, or at all), require us to redesign certain of our solutions (which would be costly and time-consuming) and/or subject us to significant damages or an injunction against the development, sale and importation of certain solutions or services. In certain of our businesses, we rely on third-party intellectual property licenses, and we cannot ensure that these licenses will be available to us in the future on terms favorable to us or at all.

Third parties may infringe our intellectual property rights, and we may suffer competitive injury or expend significant resources enforcing our intellectual property rights.

Our success depends in part on our proprietary technology, including technology we obtained through acquisitions. We rely on various intellectual property rights, including patents, copyrights, trademarks and trade secrets, as well as confidentiality provisions and licensing arrangements, to establish our proprietary rights. If we do not enforce our intellectual property rights successfully, our competitive position may suffer, which could harm our operating results.

Our pending patent, copyright and trademark registration applications may not be allowed or competitors may challenge the validity or scope of our patents, copyrights or trademarks. In addition, our patents, copyrights, trademarks and other

Table of Contents

intellectual property rights may not provide us with a significant competitive advantage. We apply for trademarks related to new global brand name in various jurisdictions worldwide. Any successful opposition to our applications in material jurisdictions could impose material costs on us or make it more difficult to protect our brand. Different jurisdictions vary widely in the level of protection and priority they give to trademark and other intellectual property rights.

We may be required to spend significant resources monitoring our intellectual property rights, and we may or may not be able to detect infringement of such rights by third parties. Our competitive position may be harmed if we cannot detect infringement and enforce our intellectual property rights in a timely manner, or at all. In some circumstances, we may choose to not pursue enforcement due to a variety of reasons. In addition, competitors may avoid infringement by designing around our intellectual property rights or by developing non-infringing competing technologies. Intellectual property rights and our ability to enforce them may be unavailable or limited in some countries, which could make it easier for competitors to infringe our intellectual property rights, capture market share and could result in lost revenues to the company. Furthermore, some of our intellectual property is licensed to others, which allows them to compete with us using that intellectual property.

If we experience a significant cybersecurity attack or disruption in our IT systems, our business, reputation, and operating results could be adversely affected.

We rely on several centralized IT systems to provide solutions and services, maintain financial records, retain sensitive data such as intellectual property, proprietary business information, and data related to customers, suppliers, and business partners, process orders, manage inventory, process shipments to customers and operate other critical functions. The ongoing maintenance and security of this information is pertinent to the success of our business operations and our strategic goals.

Despite our implementation of network security measures, our network may be vulnerable to cybersecurity attacks, computer viruses, break-ins and similar disruptions. Our network security measures include, but are not limited to, the implementation of firewalls, antivirus protection, patches, log monitors, routine backups, offsite storage, network audits, employee training and routine updates and modifications. Despite our efforts to create these security barriers, we may not be able to keep pace as new threats emerge and it is virtually impossible for us to entirely eliminate this risk. Cybersecurity attacks are evolving and include, but are not limited to, malicious software, attempts to gain unauthorized access to data, and other electronic security breaches that could lead to disruptions in systems, unauthorized release of confidential or otherwise protected information and corruption of data. Any such event could have a material adverse effect on our business, reputation, operating results and financial condition, and no assurance can be given that our efforts to reduce the risk of such attacks will be successful.

In addition, our IT systems may be susceptible to damage, disruptions, instability, or shutdowns due to power outages, hardware failures, telecommunication failures, user errors, implementation of new operational systems or software or upgrades to existing systems and software, catastrophes, or other unforeseen events. Such events could result in the disruption of business processes, network degradation and system downtime, along with the potential that a third party will exploit our critical assets such as intellectual property, proprietary business information and data related to our customers, suppliers and business partners. Further, such events could result in loss of revenue, loss of or reduction in purchase orders, inability to report financial information, litigation, regulatory fines and penalties, and other damage that could have a material impact on our business operations. To the extent that such disruptions occur, our customers and partners may lose confidence in our solutions and we may lose business or brand reputation, resulting in a material and adverse effect on our business operating results and financial condition.

We are or will be subject to ongoing tax examinations of our tax returns by the IRS and other tax authorities. An adverse outcome of any such audit or examination by the IRS or other tax authority could have a material adverse effect on our results of operations, financial condition and liquidity.

We are or will be subject to ongoing tax examinations of our tax returns by the IRS and other tax authorities in various jurisdictions. We regularly assess the likelihood of adverse outcomes resulting from ongoing tax examinations to determine the adequacy of our provision for income taxes. These assessments can require considerable estimates and judgments. Intercompany transactions associated with the sale of inventory, services, intellectual property and cost sharing arrangements are complex and affect our tax liabilities. The calculation of our tax liabilities involves uncertainties in the application of complex tax laws and regulations in multiple jurisdictions. The outcomes of these tax examinations could have an adverse effect on our operating results and financial condition. Due to the complexity of tax contingencies, the ultimate resolution of any tax matters related to operations may result in payments greater or less than amounts accrued.

Table of Contents

Our operations may be adversely impacted by changes in our business mix or changes in the tax legislative landscape.

Our effective tax rate may be adversely impacted by, among other things, changes in the mix of our earnings among countries with differing statutory tax rates, changes in the valuation allowance of deferred tax assets, and changes in tax laws. We cannot give any assurance as to what our effective tax rate will be in the future because, among other things, there is uncertainty regarding the tax policies of the jurisdictions where we operate. Changes in tax laws, such as tax reform in the United States or changes in tax laws resulting from the Organization for Economic Co-operation and Development’s (“OECD”) multi-jurisdictional plan of action to address “base erosion and profit shifting” and the taxation of the “Digital Economy” could impact our effective tax rate.

If tax laws or incentives change or cease to be in effect, our income taxes could increase significantly.

We are subject to federal, state, and local taxes in the United States and numerous foreign jurisdictions. We devote significant resources to evaluating our tax positions and our worldwide provision for taxes. Our financial results and tax treatment are susceptible to changes in tax, accounting, and other laws, regulations, principles, and interpretations in the United States and in other jurisdictions where we do business. With the existence of economic and political policies that favor domestic interests, it is possible that more countries will enact tax laws that either increase the tax rates, or reduce or change the tax incentives available to multinational companies like ours. Upon a change in tax laws in any territory where we do significant business, we may not be able to maintain our current tax rate or qualify for or maintain the benefits of any tax incentives offered, to the extent such incentives are offered.

Keysight benefits from tax incentives in several jurisdictions, most significantly in Singapore and Malaysia, that will expire or require renewal at various times in the future. The tax incentives provide lower rates of taxation on certain classes of income and require thresholds of investments and employment in those jurisdictions. Based on the current tax environment, we believe that we will satisfy such conditions in the future as needed, but cannot guarantee that the tax environment will not change or that such conditions will be satisfied. If we cannot or do not wish to satisfy all or portions of the tax incentives conditions, we may lose the related tax incentives and could be required to refund the benefits that the tax incentives previously provided. The Singapore tax incentive is due for renewal in 2024, and the Malaysia incentive is due for renewal in 2025. Based on the current tax environment, we believe that we will satisfy such conditions in the future as needed, but cannot guarantee that the tax environment will not change or that such conditions will be satisfied. We cannot guarantee that we will qualify or wish to qualify for any future incentive regime that may exist in the future. As a result, our effective tax rate could be higher than it would have been had we maintained the benefits of the tax incentives and could harm our operating results.

Our taxes could increase if the existing Singapore or Malaysia incentives are revoked or are not renewed upon expiration. We cannot guarantee that we will qualify for any new incentive regime that may exist in fiscal years 2024 or 2025, respectively. If we cannot or do not wish to satisfy all or portions of the tax incentives conditions, we may lose the related tax incentives and could be required to refund the benefits that the tax incentives previously provided. As a result, our effective tax rate could be higher than it would have been had we maintained the benefits of the tax incentives and could harm our operating results after tax.

Our business will suffer if we are not able to retain and hire key personnel.

Our future success depends partly on the continued service of our key research, engineering, sales, marketing, manufacturing, executive and administrative personnel, including personnel joining our company through acquisitions. The markets in which we operate are dynamic, and we may need to respond with reorganizations, workforce reductions and site closures from time to time. We believe our pay levels are competitive within the regions in which we operate. However, global labor shortages, inflationary pressure on wages, and increased global attrition have intensified competition for talent in most fields across the geographic areas in which we operate, and it may become more difficult to retain key employees. If we fail to retain key personnel and are unable to hire highly qualified replacements, we may not be able to meet key objectives, such as launching effective product innovations and meeting financial goals, and maintain or expand our business.

If we fail to maintain satisfactory compliance with certain regulations, we may be subject to substantial negative financial consequences and civil or criminal penalties.

We and our customers are subject to various significant international, federal, state and local regulations, including, but not limited to, export regulations, sanctions and embargoes, packaging, data privacy, product content, environmental, health and safety and labor. These regulations are complex, change frequently and may become more stringent over time. We have been required to incur significant expenses to comply with these regulations and to remedy violations of certain import/export regulations. Any future failure by us to comply with applicable government regulations could also result in cessation of our operations or portions of our operations, high financial penalties, product recalls or impositions of fines, and restrictions on our

Table of Contents

ability to carry on or expand our operations. If demand for our solutions is adversely affected or our costs increase, our business would suffer.

Our R&D, manufacturing and distribution operations involve the use of hazardous substances and are regulated under international, federal, state and local laws governing health and safety and the environment. We are also regulated under a number of international, federal, state and local laws regarding recycling, product packaging and product content requirements. We apply strict standards for protection of the environment and occupational health and safety inside and outside the United States, even where not subject to regulation imposed by foreign governments. We believe that our properties and operations at our facilities comply in all material respects with applicable environmental and occupational health and safety laws. In spite of these efforts, no assurance can be given that we will be compliant with all applicable environmental and workplace health and safety laws and regulations and violations could result in civil or criminal sanctions, fines and penalties.

We have developed internal data handling policies and practices to comply with the General Data Protection Regulation (“GDPR”) in the European Union and data privacy regulations similar to GDPR in other jurisdictions. Our existing business strategy does not rely on aggregating or selling personally identifiable information, and as a general matter Keysight does not process personally identifiable information on behalf of our customers. We devote resources to keep up with the changing regulatory environment on data privacy in the jurisdictions where we do business. Despite our efforts, no assurance can be given that we will be compliant with data privacy regulations. New laws, amendments, or interpretations of regulations, industry standards, and contractual obligations relating to data privacy may require us to incur additional costs and restrict our business operations. If we fail to comply with GDPR or other data privacy regulation, we may be subject to significant financial fines and civil or criminal penalties, and may suffer damage to our reputation or brand, which could adversely affect our business and financial results.

In addition, our products and operations are also often subject to the rules of industrial standards bodies, like the International Standards Organization, as well as regulation by other agencies such as the U.S. Federal Communications Commission. We also must comply with work safety rules. If we fail to adequately address any of these regulations, our businesses could be harmed.

Failure to comply with anti-corruption laws could adversely affect our business and result in financial penalties.

Because we have extensive international operations, we must comply with complex foreign and U.S. laws and regulations, such as the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and other local laws prohibiting corrupt payments to governmental officials, and anti-competition regulations. Although we actively maintain policies and procedures designed to ensure ongoing compliance with these laws and regulations, there can be no assurance that our employees, contractors or agents will not violate these policies and procedures. Violations of these laws and regulations could result in fines and penalties, criminal sanctions, restrictions on our business conduct and on our ability to offer our solutions in one or more countries, and could also materially affect our brand, ability to attract and retain employees, international operations, business and operating results.

Our business and financial results may be adversely affected by various legal and regulatory proceedings.

We are subject to legal proceedings, lawsuits and other claims in the normal course of business and could become subject to additional claims in the future, some of which could be material. On January 1, 2022, Centripetal Networks filed a lawsuit in Federal District Court in Virginia, alleging that certain Keysight products infringe certain of Centripetal’s patents. In addition, in February 2022, Centripetal filed complaints in Germany alleging infringement of certain of Centripetal’s German patents, and in April 2022, Centripetal filed a complaint with the International Trade Commission (“ITC”) requesting that they investigate whether Keysight should be enjoined from importing certain products that are manufactured outside of the U.S. and alleged to infringe Centripetal patents. Although we deny the allegations and are aggressively defending each case, the outcome of existing proceedings, lawsuits and claims may differ from our expectations because the outcomes of litigation are often difficult to reliably predict. Various factors or developments can lead us to change current estimates of liabilities and related insurance receivables where applicable, or permit us to make such estimates for matters previously not susceptible to reasonable estimates, such as a significant judicial ruling or judgment, a significant settlement, significant regulatory developments or changes in applicable law. A future adverse ruling, settlement or unfavorable development could result in charges that could adversely affect our business, operating results or financial condition.

Our internal controls may be determined to be ineffective, which may adversely affect investor confidence in our company, the value of our stock, and our access to capital.

The Sarbanes-Oxley Act of 2002 requires us to furnish a report by management on the effectiveness of our internal control over financial reporting, among other things. We devote significant resources and time to comply with such internal control

Table of Contents

over financial reporting requirements. However, we cannot be certain that these measures will ensure that we design, implement and maintain adequate control over our financial processes and reporting in the future, especially in the context of acquisitions of other businesses. Any difficulties in the assimilation of acquired businesses into our control system could harm our operating results or cause us to fail to meet our financial reporting obligations. Inferior internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our stock or on our access to capital, or cause us to be subject to investigation or sanctions by the SEC.

Adverse conditions in the global banking industry and credit markets may adversely impact the value of our cash investments or impair our liquidity.

Our cash and cash equivalents are invested or held in a mix of money market funds, time deposit accounts and bank demand deposit accounts. Disruptions in the financial markets may, in some cases, result in an inability to access assets such as money market funds that traditionally have been viewed as highly liquid. Any failure of our counterparty financial institutions or funds in which we have invested may adversely impact our cash and cash equivalent positions and, in turn, our results and financial condition.

Future investment returns on pension assets may be lower than expected or interest rates may decline, requiring us to make significant additional cash contributions to our future plans.

We sponsor several defined benefit pension plans that cover many of our salaried and hourly employees. The Federal Pension Protection Act of 2006 requires that certain capitalization levels be maintained in each of the U.S. plans, and there may be similar funding requirements in the plans outside the United States. Because it is unknown what the investment return on and the fair value of our pension assets will be in future years or what interest rates and discount rates may be at any point in time, no assurances can be given that applicable law will not require us to make future material plan contributions. Any such contributions could adversely affect our financial condition.

Environmental contamination from past operations could subject us to unreimbursed costs and could harm on-site operations and the future use and value of the properties involved, and environmental contamination caused by ongoing operations could subject us to substantial liabilities in the future.

Some of our properties have been the subject of remediation by HP Inc. ("HP") for subsurface contaminations that were known at the time of Agilent's separation from HP in 1999. In connection with Agilent's separation from HP, HP and Agilent entered into an agreement pursuant to which HP agreed to retain the liability for this subsurface contamination, perform the required remediation and indemnify Agilent with respect to claims arising out of that contamination. Agilent has assigned its rights and obligations under this agreement to Keysight in respect of facilities transferred to us in the separation. As a result, HP will have access to a limited number of our properties to perform remediation. Although HP agreed to minimize interference with on-site operations at such properties, remediation activities and subsurface contamination may require us to incur unreimbursed costs and could harm on-site operations and the future use and value of the properties. In connection with the separation, Agilent will indemnify us directly for any liabilities related thereto. We cannot be sure that HP will continue to fulfill its remediation obligations or that Agilent will continue to fulfill its indemnification obligations.

On December 17, 2021, Keysight and HP signed a restrictive covenant related to our Santa Rosa facility which prohibits certain uses of the property (such as running a daycare facility, hospital or school) and terminates HP’s remediation obligation related to that facility. HP’s remediation obligations relating to Keysight’s Colorado Springs facility are ongoing.

Our current manufacturing processes involve the use of substances regulated under various international, federal, state and local laws governing the environment. As a result, we may become subject to liabilities for environmental contamination, and these liabilities may be substantial. Although our policy is to apply strict standards for environmental protection at our sites inside and outside the United States, even if the sites outside the United States are not subject to regulations imposed by foreign governments, we may not be aware of all conditions that could subject us to liability.

Risks Related to Our Common Stock

Our share price may fluctuate significantly.

Our common stock is listed on the New York Stock Exchange ("NYSE") under the ticker symbol “KEYS.” The market price of our common stock may fluctuate widely, depending on many factors, some of which may be beyond our control, including but not limited to:

•actual or anticipated fluctuations in our operating results due to factors related to our business;

Table of Contents

•success or failure of our business strategy;

•our quarterly or annual earnings, or those of other companies in our industry;

•our ability to obtain third-party financing as needed;

•announcements by us or our competitors of significant acquisitions or dispositions;

•changes in accounting standards, policies, guidance, interpretations or principles;

•the failure of securities analysts to cover our common stock;

•changes in earnings estimates by securities analysts or our ability to meet those estimates;

•the operating and share price performance of other comparable companies;

•investor perception of our company;

•natural or other disasters that investors believe may affect us;

•overall market fluctuations;

•results from any material litigation or government investigations;

•changes in laws or regulations affecting our business;

•new or expanded trade restrictions;

•economic conditions such as inflation or recession;

•geopolitical conflicts; and

•other external factors.

Stock markets in general have experienced volatility that has often been unrelated to the operating performance of a particular company. These broad market fluctuations have adversely affected the trading price of our common stock.

In addition, when the market price of a company’s shares drops significantly, shareholders often institute securities class action lawsuits against the company. A lawsuit against us could cause us to incur substantial costs and could divert the time and attention of management and other resources.

We do not currently pay dividends on our common stock.

We do not currently pay dividends on our common stock. The payment of any dividends in the future, and the timing and amount thereof, to our stockholders fall within the discretion of our board of directors. The board's decisions regarding the payment of dividends will depend on many factors, such as our financial condition, earnings, capital requirements, debt service obligations, restrictive covenants in our debt, industry practice, legal requirements, regulatory constraints and other factors that our board of directors deems relevant. We cannot guarantee that we will pay a dividend in the future or continue to pay any dividends if we commence paying dividends.

Certain provisions in our amended and restated certificate of incorporation and bylaws, and of Delaware law, may prevent or delay an acquisition of the company, which could decrease the trading price of our common stock.

Our amended and restated certificate of incorporation and amended and restated bylaws contain, and Delaware law contains, provisions that are intended to deter coercive takeover practices and inadequate takeover bids by making such practices or bids unacceptably expensive to the bidder and to encourage prospective acquirers to negotiate with our board of directors rather than to attempt a hostile takeover. These provisions include but are not limited to:

•the inability of our shareholders to call a special meeting;

•the inability of our shareholders to act without a meeting of shareholders;

•rules regarding how shareholders may present proposals or nominate directors for election at shareholder meetings;

•the right of our board of directors to issue preferred stock without shareholder approval;

Table of Contents

•the division of our board of directors into three classes of directors, with each class serving a staggered three-year term, and this classified board provision could have the effect of making the replacement of incumbent directors more time consuming and difficult;

•a provision that shareholders may only remove directors with cause;

•the ability of our directors, and not shareholders, to fill vacancies on our board of directors; and

•the requirement that the affirmative vote of shareholders holding at least 80 percent of our voting stock is required to amend certain provisions in our amended and restated certificate of incorporation (relating to the number, term and removal of our directors, the filling of our board vacancies, the advance notice to be given for nominations for elections of directors, the calling of special meetings of shareholders, shareholder action by written consent, the ability of the board of directors to amend the bylaws, elimination of liability of directors to the extent permitted by Delaware law, exclusive forum for certain types of actions and proceedings that may be initiated by our shareholders and amendments of the certificate of incorporation) and certain provisions in our amended and restated bylaws (relating to the calling of special meetings of shareholders, the business that may be conducted or considered at annual or special meetings, the advance notice of shareholder business and nominations, shareholder action by written consent, the number, tenure, qualifications and removal of our directors, the filling of our board vacancies, director and officer indemnification and amendments of the bylaws).

In addition, because we have not chosen to be exempt from Section 203 of the Delaware General Corporation Law (the "DGCL"), this provision could also delay or prevent a change of control that some shareholders may favor. Section 203 provides that, subject to limited exceptions, persons that acquire, or are affiliated with a person that acquires, more than 15 percent of the outstanding voting stock of a Delaware corporation (an "interested stockholder") shall not engage in any business combination with that corporation, including by merger, consolidation or acquisitions of additional shares, for a three-year period following the date on which the person became an interested stockholder, unless (i) prior to such time, the board of directors of such corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder; (ii) upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85 percent of the voting stock of such corporation at the time the transaction commenced (excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) the voting stock owned by directors who are also officers or held in employee benefit plans in which the employees do not have a confidential right to tender or vote stock held by the plan); or (iii) on or subsequent to such time the business combination is approved by the board of directors of such corporation and authorized at a meeting of shareholders by the affirmative vote of at least two-thirds of the outstanding voting stock of such corporation not owned by the interested stockholder.

We believe these provisions will protect our shareholders from coercive or otherwise unfair takeover tactics by requiring potential acquirers to negotiate with our board of directors and by providing our board of directors with more time to assess any acquisition proposal. These provisions are not intended to make us immune from takeovers. However, these provisions will apply even if the offer may be considered beneficial by some shareholders and could delay or prevent an acquisition that our board of directors determines is not in the best interests of the company and our shareholders. These provisions may also prevent or discourage attempts to remove and replace incumbent directors.

Our amended and restated certificate of incorporation designates that the state courts in the State of Delaware or, if no state court located within the State of Delaware has jurisdiction, the federal court for the District of Delaware, as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our shareholders, which could discourage lawsuits against the company and our directors and officers.

Our amended and restated certificate of incorporation provide that unless the board of directors otherwise determines, the state courts in the State of Delaware or, if no state court located within the State of Delaware has jurisdiction, the federal court for the District of Delaware, will be the sole and exclusive forum for any derivative action or proceeding brought on our behalf, any action asserting a claim of breach of a fiduciary duty owed by any of our directors or officers to the company or our shareholders, any action asserting a claim against us or any of our directors or officers arising pursuant to any provision of the DGCL or Keysight's amended and restated certificate of incorporation or bylaws, or any action asserting a claim against us or any of our directors or officers governed by the internal affairs doctrine. This exclusive forum provision may limit the ability of our shareholders to bring a claim in a judicial forum that such shareholders find favorable for disputes with us or our directors or officers, which may discourage such lawsuits against us and our directors and officers.

Table of Contents

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

ISSUER PURCHASES OF EQUITY SECURITIES

The table below summarizes information about the company’s purchases, based on trade date; of its equity securities registered pursuant to Section 12 of the Exchange Act during the quarterly period ended January 31, 2023.

Period	Total Number of Shares of Common Stock Purchased (1)	Weighted Average Price Paid per Share of Common Stock (2)	Total Number of Shares of Common Stock Purchased as Part of Publicly Announced Plans or Programs (1)	Maximum Approximate Dollar Value of Shares of Common Stock that May Yet Be Purchased Under the Program (1)
November 1, 2022 through November 30, 2022	10,285	$159.89	10,285	$348,975,293
December 1, 2022 through December 31, 2022	420,406	$175.41	420,406	$275,230,354
January 1, 2023 through January 31, 2023	280,045	$178.54	280,045	$225,230,518
Total	710,736		710,736		(1)	On November 18, 2021, our board of directors approved a stock repurchase program authorizing the purchase of up to $1,200 million of the company’s common stock, replacing the previously approved November 2020 program, under which $77 million remained. Under our stock repurchase program, shares may be purchased from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases, privately negotiated transactions or other means. All such shares and related costs are held as treasury stock and accounted for at trade date using the cost method.
---	---
(2)	The weighted average price paid per share of common stock does not include the cost of commissions.

Table of Contents

Item 6. Exhibits

Exhibit
Number	Description
10.1	First amendment to Amended and Restated Credit Agreement, dated July 30, 2021, between Keysight Technologies, Inc. and the Lenders Party Thereto*
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS	XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	XBRL Extension Schema Document
101.CAL	XBRL Extension Calculation Linkbase Document
101.LAB	XBRL Extension Label Linkbase Document
101.PRE	XBRL Extension Presentation Linkbase Document
101.DEF	XBRL Extension Definition Linkbase Document
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* Indicates management contract or compensatory plan, contract or arrangement.

Table of Contents

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

KEYSIGHT TECHNOLOGIES, INC.

Dated:	March 3, 2023	By:	/s/ Neil Dougherty
			Neil Dougherty
			Executive Vice President and Chief Financial Officer
			(Principal Financial Officer)
Dated:	March 3, 2023	By:	/s/ John C. Skinner
			John C. Skinner
			Vice President and Corporate Controller
			(Principal Accounting Officer)

Document

Exhibit 10.1

EXECUTION VERSION

FIRST AMENDMENT dated as of February 17, 2023 (this “Agreement”), among KEYSIGHT TECHNOLOGIES, INC., a Delaware corporation (the “Borrower”), the LENDERS party hereto and CITIBANK, N.A., as Administrative Agent.

WHEREAS, reference is made to the Amended and Restated Credit Agreement dated as of July 30, 2021 (as heretofore amended, the “Existing Credit Agreement”), among the Borrower, the Lenders party thereto and Citibank, N.A., as Administrative Agent.

WHEREAS, the parties hereto desire to amend the Existing Credit Agreement to adopt Term SOFR as the benchmark with respect to Loans denominated in US Dollars and to effect certain other amendments set forth herein, all on the terms set forth herein (the Existing Credit Agreement, as so amended, is referred to as the “Amended Credit Agreement”).

NOW, THEREFORE, in consideration of the premises and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION 1. Defined Terms. Capitalized terms used and not otherwise defined herein (including in the preliminary statements hereto) have the meanings assigned to them in the Amended Credit Agreement.

SECTION 2. Amendments to the Existing Credit Agreement. Effective as of the First Amendment Effective Date (as defined below):

(1)The Existing Credit Agreement is hereby amended by inserting the language indicated in single or double underlined text (indicated textually in the same manner as the following examples: single-underlined text or single-underlined text) in Exhibit A hereto and by deleting the language indicated by strikethrough text (indicated textually in the same manner as the following example: stricken text or stricken text) in Exhibit A hereto.

(2)Exhibit C to the Existing Credit Agreement is hereby amended and restated in its entirety to be in the form of Exhibit B attached hereto.

(3)Exhibit D to the Existing Credit Agreement is hereby amended and restated in its entirety to be in the form of Exhibit C attached hereto.

SECTION 3. Representations and Warranties. The Borrower represents and warrants to the other parties hereto that:

(1)This Agreement has been duly authorized, executed and delivered by the Borrower and constitutes a legal, valid and binding obligation of the Borrower, enforceable against the Borrower in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’

rights generally and to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

(2)On and as of the First Amendment Effective Date, (i) the representations and warranties of the Borrower set forth in the Amended Credit Agreement (other than Sections 3.04(b) and 3.05(a) thereof) are true and correct (x) in the case of the representations and warranties qualified as to materiality, in all respects and

(y) otherwise, in all material respects, in each case, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty is true and correct in all respects or in all material respects, as applicable, on and as of such prior date, and (ii) no Default or Event of Default has occurred and is continuing.

SECTION 4. Effectiveness of this Agreement. This Agreement and the amendment of the Existing Credit Agreement as set forth in Section 2 hereof shall become effective as of the first date (the “First Amendment Effective Date”) on which each of the following conditions shall have been satisfied or waived:

(1)The Administrative Agent shall have executed a counterpart of this Agreement and shall have received from the Borrower and each of the Lenders either

(i) a counterpart of this Agreement signed on behalf of such party or (ii) written evidence satisfactory to the Administrative Agent (which may include facsimile or other electronic image scan transmission of a signed signature page of this Agreement) that such party has signed a counterpart of this Agreement.

(2)The Administrative Agent shall have received reimbursement of all reasonable out-of-pocket expenses incurred by it in connection with this Agreement that are required to be reimbursed or paid by the Borrower under the Existing Credit Agreement, to the extent invoiced not less than one Business Day before the First Amendment Effective Date.

The Administrative Agent shall promptly notify, in writing, the Borrower and the Lenders of the First Amendment Effective Date, and such notice shall be conclusive and binding.

SECTION 5. Effect of Amendment; No Novation. (a) Except as expressly set forth herein, this Agreement shall not by implication or otherwise limit, impair, constitute a waiver of, or otherwise affect the rights and remedies of the Administrative Agent, the Lenders or the Issuing Banks under the Existing Credit Agreement or any other Loan Document and shall not alter, modify, amend or in any way affect any of the terms, conditions, obligations, covenants or agreements contained in the Existing Credit Agreement or any other Loan Document, all of which shall continue in full force and effect in accordance with the provisions thereof. Nothing herein shall be deemed to entitle the Borrower on any other occasion to a consent to, or a waiver, amendment, modification or other change of, any of the terms, conditions, obligations, covenants or agreements contained in the Amended Credit Agreement or any other Loan Document in similar or different circumstances. This Agreement constitutes a Loan

Document for all purposes of the Amended Credit Agreement and the other Loan Documents.

(b) On and after the First Amendment Effective Date, each reference in the Existing Credit Agreement to “this Agreement”, “hereunder”, “hereof”, “herein” or words of like import, as used in the Existing Credit Agreement, shall refer to the Amended Credit Agreement, and each reference in any other Loan Document to “the Credit Agreement” or words of like import shall refer to the Amended Credit Agreement.

SECTION 6. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York.

SECTION 7. Incorporation by Reference. Sections 9.06, 9.07, 9.09, 9.10, 9.11 and 9.16 of the Existing Credit Agreement are hereby incorporated by reference herein, mutatis mutandis.

[The remainder of this page intentionally left blank.]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their respective authorized officers as of the day and year first above written.

KEYSIGHT TECHNOLOGIES, INC.
By: /s/ Jason A. Kary
Name: Jason A. Kary
Title: Vice President, Treasurer & Investor Relations