keys-20240731

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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 JULY 31, 2024

☐ 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 class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.01 per share	KEYS	New 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 August 26, 2024 was 173,543,355.

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TABLE OF CONTENTS


			Page 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	26
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	37
	Item 4.	Controls and Procedures	38
Part II.	Other Information		38
	Item 1.	Legal Proceedings	38
	Item 1A.	Risk Factors	38
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	53
	Item 5.	Other Information	53
	Item 6.	Exhibits	54
Signatures			55

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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				Nine Months Ended
	July 31,				July 31,
	2024		2023		2024		2023
Revenue:
Products	$	900	$	1,099	$	2,761	$	3,321
Services and other	317		283		931		832
Total revenue	1,217		1,382		3,692		4,153
Costs and expenses:
Cost of products	360		391		1,069		1,180
Cost of services and other	102		95		292		285
Total costs	462		486		1,361		1,465
Research and development	226		215		686		664
Selling, general and administrative	329		319		1,052		994
Other operating expense (income), net	(5)		(3)		(10)		(11)
Total costs and expenses	1,012		1,017		3,089		3,112
Income from operations	205		365		603		1,041
Interest income	19		29		60		70
Interest expense	(21)		(19)		(61)		(58)
Other income (expense), net	10		14		15		28
Income before taxes	213		389		617		1,081
Provision (benefit) for income taxes	(176)		101		(70)		250
Net income	$	389	$	288	$	687	$	831

Net income per share:
Basic	$	2.23	$	1.62	$	3.94	$	4.66
Diluted	$	2.22	$	1.61	$	3.92	$	4.63

Weighted average shares used in computing net income per share:
Basic	174		178		174		178
Diluted	175		179		175		179

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

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KEYSIGHT TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(in millions)

(Unaudited)


	Three Months Ended				Nine Months Ended
	July 31,				July 31,
	2024		2023		2024		2023
Net income	$	389	$	288	$	687	$	831
Other comprehensive income (loss):

Gain (loss) on derivative instruments, net of tax benefit (expense) of zero, $(1), zero and $5	—		2		1		(18)
Amounts reclassified into earnings related to derivative instruments, net of tax benefit (expense) of zero, $1, $1 and $1	(3)		—		(7)		(3)
Foreign currency translation, net of tax benefit (expense) of zero	32		(9)		27		61
Net defined benefit pension cost and post-retirement plan costs:
Change in net actuarial loss, net of tax expense of $1, $1, $3 and $3	3		4		8		12
Other comprehensive income (loss)	32		(3)		29		52
Total comprehensive income	$	421	$	285	$	716	$	883

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

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KEYSIGHT TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEET

(in millions, except par value and share data)

(Unaudited)


	July 31, 2024		October 31, 2023
ASSETS
Current assets:
Cash and cash equivalents	$	1,632	$	2,472

Accounts receivable, net	802		900
Inventory	1,026		985
Other current assets	536		452
Total current assets	3,996		4,809
Property, plant and equipment, net	776		761
Operating lease right-of-use assets	234		226
Goodwill	2,391		1,640
Other intangible assets, net	637		155
Long-term investments	107		81
Long-term deferred tax assets	678		671
Other assets	504		340
Total assets	$	9,323	$	8,683
LIABILITIES AND EQUITY
Current liabilities:

Current portion of long-term debt	$	600	$	599
Accounts payable	280		286
Employee compensation and benefits	262		304
Deferred revenue	537		541
Income and other taxes payable	85		90
Operating lease liabilities	43		40
Other accrued liabilities	142		189
Total current liabilities	1,949		2,049

Long-term debt	1,196		1,195
Retirement and post-retirement benefits	71		64
Long-term deferred revenue	207		216
Long-term operating lease liabilities	197		192
Other long-term liabilities	473		313
Total liabilities	4,093		4,029
Commitments and contingencies (Note 13)

Stockholders’ equity:
Preferred stock; $0.01 par value; 100 million shares authorized; none issued and outstanding	—		—
Common stock; $0.01 par value; 1 billion shares authorized; issued and outstanding shares: 201 million and 200 million, respectively	2		2
Treasury stock, at cost; 27.5 million shares and 25.4 million shares, respectively	(3,270)		(2,980)
Additional paid-in-capital	2,637		2,487
Retained earnings	6,298		5,611
Accumulated other comprehensive loss	(437)		(466)
Total stockholders' equity	5,230		4,654


Total liabilities and equity	$	9,323	$	8,683

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

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KEYSIGHT TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(in millions)

(Unaudited)


	Nine Months Ended
	July 31,
	2024		2023
Cash flows from operating activities:
Net income	$	687	$	831
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation	94		90
Amortization	108		72
Share-based compensation	111		110
Deferred tax expense (benefit)	(21)		10
Excess and obsolete inventory-related charges	26		19

Other non-cash expense (income), net	(5)		(13)
Changes in assets and liabilities, net of effects of businesses acquired:
Accounts receivable	130		32
Inventory	(51)		(126)
Accounts payable	(4)		(54)
Employee compensation and benefits	(69)		(87)
Deferred revenue	(35)		41
Income taxes payable	(24)		(28)

Interest rate swap agreement termination proceeds	—		107
Prepaid assets	(25)		(33)
Long-term tax receivable	(165)		—
Other assets and liabilities	(64)		59
Net cash provided by operating activities	693		1,030
Cash flows from investing activities:
Investments in property, plant and equipment	(116)		(158)
Acquisition of businesses and intangible assets, net of cash acquired	(673)		(85)


Other investing activities	8		(7)
Net cash used in investing activities	(781)		(250)
Cash flows from financing activities:
Proceeds from issuance of common stock under employee stock plans	65		67
Payment of taxes related to net share settlement of equity awards	(31)		(49)
Acquisition of non-controlling interests	(458)		—
Treasury stock repurchases	(289)		(276)
Repayment of debt	(24)		—
Other financing activities	(16)		(1)
Net cash used in financing activities	(753)		(259)
Effect of exchange rate movements	2		10
Net increase (decrease) in cash, cash equivalents, and restricted cash	(839)		531
Cash, cash equivalents, and restricted cash at beginning of period	2,488		2,057
Cash, cash equivalents, and restricted cash at end of period	$	1,649	$	2,588
Supplemental cash flow information:
Interest payments	$	38	$	37
Income tax paid, net	$	130	$	268
Investments in property, plant and equipment included in accounts payable	$	17	$	23

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

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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		Non-controlling Interests		Total Stockholders' Equity
Balance as of April 30, 2024	200,655	$	2	$	2,580	(26,376)	$	(3,119)	$	5,909	$	(469)	$	—	$	4,903
Net income	—	—		—		—	—		389		—		—		389
Other comprehensive income (loss), net of tax	—	—		—		—	—		—		32		—		32
Issuance of common stock	315	—		32		—	—		—		—		—		32
Taxes related to net share settlement of equity awards	—	—		(3)		—	—		—		—		—		(3)
Share-based compensation	—	—		28		—	—		—		—		—		28
Repurchase of common stock	—	—		—		(1,074)	(151)		—		—		—		(151)
Balance as of July 31, 2024	200,970	$	2	$	2,637	(27,450)	$	(3,270)	$	6,298	$	(437)	$	—	$	5,230

Balance as of October 31, 2023	199,771	$	2	$	2,487	(25,449)	$	(2,980)	$	5,611	$	(466)	$	—	$	4,654
Net income	—	—		—		—	—		687		—		4		691
Other comprehensive income (loss), net of tax	—	—		—		—	—		—		29		—		29
ESI Group acquisition	—	—		—		—	—		—		—		458		458
Issuance of common stock	1,199	—		65		—	—		—		—		—		65
Taxes related to net share settlement of equity awards	—	—		(31)		—	—		—		—		—		(31)
Share-based compensation	—	—		112		—	—		—		—		—		112
Repurchase of common stock	—	—		—		(2,001)	(290)		—		—		—		(290)
Acquisition of non-controlling interests	—	—		4		—	—		—		—		(462)		(458)
Balance as of July 31, 2024	200,970	$	2	$	2,637	(27,450)	$	(3,270)	$	6,298	$	(437)	$	—	$	5,230

Balance as of April 30, 2023	199,398	$	2	$	2,404	(21,247)	$	(2,399)	$	5,097	$	(399)	$	—	$	4,705
Net income	—	—		—		—	—		288		—		—		288
Other comprehensive income (loss), net of tax	—	—		—		—	—		—		(3)		—		(3)
Issuance of common stock	350	—		34		—	—		—		—		—		34
Taxes related to net share settlement of equity awards	—	—		(2)		—	—		—		—		—		(2)
Share-based compensation	—	—		26		—	—		—		—		—		26
Repurchase of common stock	—	—		—		(929)	(151)		—		—		—		(151)
Balance as of July 31, 2023	199,748	$	2	$	2,462	(22,176)	$	(2,550)	$	5,385	$	(402)	$	—	$	4,897

Balance as of October 31, 2022	198,569	$	2	$	2,333	(20,536)	$	(2,274)	$	4,554	$	(454)	$	—	$	4,161
Net income	—	—		—		—	—		831		—		—		831
Other comprehensive income (loss), net of tax	—	—		—		—	—		—		52		—		52
Issuance of common stock	1,179	—		67		—	—		—		—		—		67
Taxes related to net share settlement of equity awards	—	—		(49)		—	—		—		—		—		(49)
Share-based compensation	—	—		111		—	—		—		—		—		111
Repurchase of common stock	—	—		—		(1,640)	(276)		—		—		—		(276)
Balance as of July 31, 2023	199,748	$	2	$	2,462	(22,176)	$	(2,550)	$	5,385	$	(402)	$	—	$	4,897

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

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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 global innovator in the computing, communications and electronics market, committed to advancing our customers’ business success by helping them solve critical challenges in the development and commercialization of their products and services. Our mission, “accelerating innovation to connect and secure the world,” speaks to the value we provide our customers in a world of ever-increasing technological complexity. We deliver this value through a broad range of design and test solutions that address the critical challenges our customers face in bringing their innovations to market faster.

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 July 31, 2024 and October 31, 2023, results of operations for the three and nine months ended July 31, 2024 and 2023, and cash flows for the nine months ended July 31, 2024 and 2023.

Principles of consolidation. The condensed consolidated financial statements include the accounts of the company and our wholly- and majority-owned subsidiaries. All significant inter-company transactions have been eliminated. The condensed consolidated financial statements also reflect the impact of non-controlling interests. Non-controlling interests do not have a significant impact on the condensed consolidated results of operations; therefore, net income attributable to non-controlling interests for the nine months ended July 31, 2024 of $4 million is not presented separately and is included in “other income (expense), net” in the condensed consolidated statements of operations.

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

Update to Significant Accounting Policies. There have been no material changes to our significant accounting policies as described in our Annual Report on Form 10-K for the fiscal year ended October 31, 2023.

New Accounting Pronouncements. Amendments to GAAP that do not require adoption until a future date are not expected to have a material impact on the condensed consolidated financial statements upon adoption.

2. ACQUISITIONS

Acquisition of ESI Group SA

On November 3, 2023, we acquired 50.6% of the share capital of ESI Group SA (“ESI Group”) for $477 million, net of cash acquired, using existing cash. During January 2024, we completed the acquisition of the remaining share capital of ESI Group for $458 million, using existing cash. The company entered into put/call agreements valued at $7 million for certain ESI Group equity awards, subject to a holding period that may extend beyond the explicit vesting period, for the right to receive a cash payment equal to the public tender offer consideration of 155 euros per share, which was substantially paid in the third quarter of fiscal year 2024. For the three and nine months ended July 31, 2024, ESI Group's net revenue was $25 million and $119 million, respectively. For the three and nine months ended July 31, 2024, ESI Group's net loss attributable to Keysight shareholders was $27 million and $47 million, respectively.

The ESI Group acquisition was accounted for in accordance with the authoritative accounting guidance. The acquired assets and assumed liabilities were recorded by Keysight at their estimated fair values. Keysight determined the estimated fair values with the assistance of valuations performed by third party specialists, discounted cash flow analysis, and estimates made by management. The acquisition of ESI Group expands our application layer portfolio with simulation capabilities that are

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critical to accelerate innovation in multiple end markets. These factors, among others, contributed to a purchase price in excess of the estimated fair value of ESI Group's net identifiable assets acquired (see summary of net assets below), and, as a result, we have recorded goodwill in connection with this transaction.

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

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

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


	November 3, 2023
	(in millions)
Cash and cash equivalents	$	35
Short-term investments	12
Accounts receivable	28
Other current assets	18
Property, plant and equipment	4
Operating lease right-of-use assets	8
Goodwill	603
Other intangible assets	494
Other assets	3
Total assets acquired	1,205
Accounts payable	(8)
Employee compensation and benefits	(23)
Deferred revenue	(14)
Income and other taxes payable	(11)
Operating lease liabilities	(3)
Other accrued liabilities	(18)
Debt	(24)
Retirement and post-retirement benefits	(7)
Long-term operating lease liabilities	(5)
Other long-term liabilities	(115)
Net assets acquired	$	977

The fair values of cash and cash equivalents, short-term investments, accounts receivable, other current assets, accounts payable, employee compensation and benefits, and deferred revenue were generally determined using historical carrying values given the short-term nature of these assets and liabilities. The fair value for intangible assets was determined with the input from third-party valuation specialists. The fair values of property, plant and equipment and certain other liabilities were determined internally using historical carrying values and estimates made by management. During the second quarter of fiscal year 2024, the company decreased the deferred tax liability and goodwill by $8 million primarily for a timing difference in the recognition of research and development expenses. During the third quarter of fiscal year 2024, the company increased income and other taxes payable and other long-term liabilities by $3 million and $5 million, respectively, offset against goodwill, primarily for tax liabilities and uncertain tax positions. As additional information becomes available, we may revise the preliminary purchase price allocation during the remainder of the measurement period (which will not exceed 12 months from the acquisition date). Any such revisions or changes may be material.

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Valuation of Intangible Assets Acquired

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


	Estimated Fair Value		Estimated useful life
	(in millions)		(in years)
Developed technology	$	270	6
Customer relationships	160		6
Backlog	15		3
Trademarks/Tradename	2		2
Total amortizable intangible assets	447
In-process research and development	47
Total intangible assets	$	494

As noted above, the intangible assets were valued with input from valuation specialists using the income approach, which includes the discounted cash flow, with and without, and relief from royalty methods. The in-process research and development was valued using the multi-period excess earnings method under the income approach by discounting forecasted cash flows directly related to the products expecting to result from the projects, net of returns on contributory assets. A discount rate of 12% was used to value the research and development projects to reflect the additional risks inherent in the acquired projects. The primary in-process projects acquired relate to next generation products which will be released in the near future. Total costs to complete for all ESI Group in-process research and development were estimated at approximately $7 million as of the close date.

Acquisition and integration costs directly related to the ESI Group acquisition are recorded in selling, general and administrative expenses, other operating expense (income), net and other income (expense), net, and were $9 million and $30 million for the three and nine months ended July 31, 2024, respectively. For the three and nine months ended July 31, 2024, we incurred $3 million and $9 million, respectively, of acquisition-related compensation expense to redeem certain of ESI Group's outstanding unvested stock awards as of the date of the acquisition that were determined to relate to post-merger service periods.

The following represents pro forma operating results as if ESI Group had been included in the company's condensed consolidated statements of operations as of the beginning of fiscal 2023:


	Three Months Ended				Nine Months Ended
	July 31,				July 31,
	2024		2023		2024		2023
	(in millions, except per-share amounts)
Net revenue	$	1,217	$	1,409	$	3,692	$	4,276
Net income	$	398	$	260	$	717	$	785
Net income per share - Basic	$	2.28	$	1.46	$	4.11	$	4.41
Net income per share - Diluted	$	2.27	$	1.45	$	4.09	$	4.38

The unaudited pro forma financial information for the three and nine months ended July 31, 2024 and 2023 combines the historical results of Keysight and ESI Group for the three and nine months ended July 31, 2024 and 2023, assuming that the companies were combined as of November 1, 2022 and includes business combination accounting effects from the acquisition including amortization charges from acquired intangible assets and tax-related effects. The pro forma information as presented above is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of fiscal 2023.

Acquisition of Riscure Holding B.V.

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

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Acquisition of AnaPico AG

On June 12, 2024, we acquired all the outstanding share capital of AnaPico AG (“AnaPico”) for $117 million, net of cash acquired, accelerating our strategy to expand our customer base in chipset, device, automotive, aerospace, defense, and government markets. We recognized goodwill and other intangible assets of $65 million and $53 million respectively, based on the preliminary allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed. Goodwill was assigned to the CSG and the EISG reportable segments, based on the expected benefits and synergies that are likely to be realized from the AnaPico acquisition. We do not expect the goodwill recognized or any potential impairment charges in the future to be deductible for income tax purposes.

3. REVENUE

Disaggregation of Revenue

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


	Three Months Ended
	July 31,
	2024						2023
	CSG		EISG		Total		CSG		EISG		Total
	(in millions)
Region
Americas	$	402	$	98	$	500	$	446	$	110	$	556
Europe	125		96		221		139		104		243
Asia Pacific	320		176		496		333		250		583
Total revenue	$	847	$	370	$	1,217	$	918	$	464	$	1,382

End Market
Aerospace, Defense & Government	$	275	$	—	$	275	$	307	$	—	$	307
Commercial Communications	572		—		572		611		—		611
Electronic Industrial	—		370		370		—		464		464
Total revenue	$	847	$	370	$	1,217	$	918	$	464	$	1,382

Timing of Revenue Recognition
Revenue recognized at a point in time	$	660	$	298	$	958	$	749	$	395	$	1,144
Revenue recognized over time	187		72		259		169		69		238
Total revenue	$	847	$	370	$	1,217	$	918	$	464	$	1,382

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	Nine Months Ended
	July 31,
	2024						2023
	CSG		EISG		Total		CSG		EISG		Total
	(in millions)
Region
Americas	$	1,216	$	290	$	1,506	$	1,322	$	312	$	1,634
Europe	384		320		704		414		315		729
Asia Pacific	926		556		1,482		1,058		732		1,790
Total revenue	$	2,526	$	1,166	$	3,692	$	2,794	$	1,359	$	4,153

End Market
Aerospace, Defense & Government	$	847	$	—	$	847	$	927	$	—	$	927
Commercial Communications	1,679		—		1,679		1,867		—		1,867
Electronic Industrial	—		1,166		1,166		—		1,359		1,359
Total revenue	$	2,526	$	1,166	$	3,692	$	2,794	$	1,359	$	4,153

Timing of Revenue Recognition
Revenue recognized at a point in time	$	1,972	$	951	$	2,923	$	2,301	$	1,165	$	3,466
Revenue recognized over time	554		215		769		493		194		687
Total revenue	$	2,526	$	1,166	$	3,692	$	2,794	$	1,359	$	4,153

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 represent revenue recognized upfront 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 upon 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 $91 million and $58 million as of July 31, 2024 and October 31, 2023, respectively, and is included in “accounts receivables, net” and “other assets” in the 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 $37 million and $43 million as of July 31, 2024 and October 31, 2023, respectively, and are included in “other current assets” and “other assets” in the condensed consolidated balance sheet. The amortization expense associated with these capitalized costs was $13 million and $43 million for the three and nine months ended July 31, 2024, respectively, and $13 million and $50 million for the corresponding periods last year.

Contract liabilities

Our contract liabilities consist of deferred revenue that arises when we receive consideration in advance of providing the goods or services promised in the contract. Contract liabilities are primarily generated from customer deposits received in

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advance of shipments for products or rendering of services and are recognized as revenue when products are shipped or services are provided to the customer. We classify deferred revenue as current or non-current based on the timing of when we expect to recognize revenue.

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


	Nine Months Ended
	July 31, 2024
	(in millions)
Balance at October 31, 2023	$	757
Deferral of revenue billed in current period, net of recognition	440
Deferred revenue arising out of acquisitions	19
Revenue recognized that was deferred as of the beginning of the period	(475)
Foreign currency translation impact	3
Balance at July 31, 2024	$	744

Of the $475 million of revenue recognized in the nine months ended July 31, 2024 that was deferred as of the beginning of the period, approximately $105 million was recognized in the three months ended July 31, 2024.

Remaining Performance Obligations

Our remaining performance obligations, excluding contracts that have an original expected duration of one year or less, was approximately $570 million as of July 31, 2024, and represents the company’s obligation to deliver products and services and obtain customer acceptance on delivered products. As of July 31, 2024, we expect to fulfill 16 percent of these remaining performance obligations during the remainder of 2024, 51 percent during 2025, and 33 percent thereafter.

4. SHARE-BASED COMPENSATION

Keysight accounts for share-based awards in accordance with the provisions of the authoritative accounting guidance, which requires the measurement and recognition of compensation expense for all share-based payment awards made to our employees and directors, including restricted stock units (“RSUs”), employee stock purchases made under our Employee Stock Purchase Plan (“ESPP”), and performance share awards granted to selected members of our senior management under the Long-Term Performance (“LTP”) Program, based on estimated fair values. The impact of share-based compensation expense on the condensed consolidated statement of operations was as follows:


	Three Months Ended				Nine Months Ended
	July 31,				July 31,
	2024		2023		2024		2023
	(in millions)
Cost of products and services	$	7	$	4	$	22	$	20
Research and development	8		8		30		31
Selling, general and administrative	17		15		66		60
Total share-based compensation expense	$	32	$	27	$	118	$	111

For the three and nine months ended July 31, 2024, the total share-based compensation expense includes $3 million and $9 million, respectively, of ESI Group acquisition-related compensation to redeem certain outstanding unvested stock awards as of the date of the acquisition that were determined to relate to post-merger service periods. Share-based compensation capitalized within inventory was $2 million as of July 31, 2024 and 2023.

5. INCOME TAXES

The following table provides income tax details:


	Three Months Ended						Nine Months Ended
	July 31,						July 31,
	2024			2023			2024			2023
	(in millions, except percentages)
Income before taxes	$	213		$	389		$	617		$	1,081
Provision (benefit) for income taxes	$	(176)		$	101		$	(70)		$	250
Effective tax rate	(81.9)		%	25.8		%	(11.2)		%	23.1		%

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There was a tax benefit for the three and nine months ended July 31, 2024, as compared to the overall tax expense for the same periods last year, primarily due to one-time discrete tax benefits, as explained below, and a decrease in income before taxes in the current year.

The income tax benefit for the three and nine months ended July 31, 2024 included a net discrete benefit of $179 million and $178 million, respectively. The income tax expense for the three and nine months ended July 31, 2023 included a net discrete expense of $19 million and $21 million, respectively.

The discrete tax benefit for the three and nine months ended July 31, 2024 includes a $165 million benefit related to the deduction in the U.S. for intangible assets for purposes of determining income or loss under IRC § 951A(c). On June 14, 2019, the U.S. Department of the Treasury (“Treasury”) issued final regulations relating to Global Intangible Low Taxed Income (“GILTI”) under IRC § 951A (the “tax regulations”). The tax regulations contained language which disallowed GILTI tax deductions for intangible asset amortization resulting from the Singapore restructuring completed in 2018. During the quarter, the company concluded, in response to recent U.S. Supreme Court decisions on a number of relevant cases, the evolving global tax landscape and other changes in circumstances, that Treasury exceeded its regulatory authority and the intangible asset amortization should be deductible. The company amended its U.S. federal income tax returns for the open tax years to claim the deduction and recognized the discrete benefit in the condensed consolidated financial statements. The tax receivable resulting from the amended returns is reflected as “other assets” in the condensed consolidated balance sheet. The GILTI tax benefit for the fiscal year 2024 amortization is included in the annual effective tax rate, and the Singapore intangible assets will continue to be amortized for GILTI tax purposes until 2033.

The company believes the position meets the more likely than not recognition threshold. The company intends to vigorously defend its position. The outcome cannot be predicted with certainty. If we are ultimately unsuccessful in defending our position, we may be required to reverse the benefit previously recorded.

The discrete tax benefit for the three and nine months ended July 31, 2024 also includes a $61 million benefit for the settlement of a Malaysia uncertain tax position. In the fourth quarter of fiscal year 2017, Keysight was assessed and paid income tax and penalties in Malaysia on gains related to the transfer of intellectual property rights. The company disputed this assessment and filed an appeal with the Court of Appeal in Malaysia. The Court of Appeal’s decision was rendered in Keysight’s favor on May 24, 2024, and the company received a refund of the income tax and penalties. At the time of the original assessment, the company had recorded a tax reserve for the assessed amount; the tax reserve was released as a result of the Court of Appeal decision.

Additionally, the income tax benefit for the three and nine months ended July 31, 2024 is offset by a discrete expense of $35 million due to a change in the potential U.S. benefit associated with the future resolution of non-U.S. tax reserves.

Keysight benefits from tax incentives in several jurisdictions, most significantly in Singapore and Malaysia. The tax incentives provide lower rates of taxation on certain classes of income and require thresholds of investments and employment in those jurisdictions. The Malaysia tax incentive expires October 31, 2025. The Singapore tax incentive expired July 31, 2024. The expiration of the Singapore tax incentive in the current year has been reflected in the annual tax forecast. The impact of the tax incentives decreased the income tax provision by $35 million and $73 million for the nine months ended July 31, 2024 and 2023, respectively. The decrease in the tax benefit for the nine months ended July 31, 2024 is primarily due to a decrease in earnings taxed at incentive rates and the impact of the expiration of the Singapore tax incentive. The company is pursuing options to renew the Singapore tax incentive with retroactive effect to August 1, 2024.

The open tax years for the U.S. federal income tax return and most state income tax returns are from November 1, 2019 through the current tax year. For the majority of our non-U.S. entities, the open tax years are from November 1, 2018 through the current tax year.

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.

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6. NET INCOME PER SHARE

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


	Three Months Ended				Nine Months Ended
	July 31,				July 31,
	2024		2023		2024		2023
	(in millions, except per-share amounts)
Net income	$	389	$	288	$	687	$	831
Basic weighted-average shares	174		178		174		178
Potential common shares	1		1		1		1
Diluted weighted-average shares	175		179		175		179
Net income per share - basic	$	2.23	$	1.62	$	3.94	$	4.66
Net income per share - diluted	$	2.22	$	1.61	$	3.92	$	4.63

Diluted shares outstanding primarily include the dilutive effect of non-vested awards 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 immaterial for the three and nine months ended July 31, 2024 and 2023.

7. GOODWILL AND OTHER INTANGIBLE ASSETS

The goodwill balance as of July 31, 2024 and October 31, 2023 and the activity for the nine months ended July 31, 2024 for each of our reportable operating segments were as follows:


	CSG		EISG		Total
	(in millions)
Goodwill at October 31, 2023	$	1,057	$	583	$	1,640
Foreign currency translation impact	3		5		8
Goodwill arising from acquisitions	185		558		743
Goodwill at July 31, 2024	$	1,245	$	1,146	$	2,391

There were no impairments for the three and nine months ended July 31, 2024 and 2023. As of July 31, 2024 and October 31, 2023, accumulated impairment losses on goodwill was $709 million.

Other intangible assets as of July 31, 2024 and October 31, 2023 consisted of the following:


	July 31, 2024						October 31, 2023
	Gross Carrying Amount		Accumulated Amortization		Net Book Value		Gross Carrying Amount		Accumulated Amortization		Net Book Value
	(in millions)
Developed technology	$	1,367	$	1,000	$	367	$	1,033	$	949	$	84
Backlog	37		23		14		19		17		2
Trademark/Tradename	38		35		3		36		33		3
Customer relationships	587		387		200		406		340		66

Total amortizable intangible assets	$	2,029	$	1,445	$	584	$	1,494	$	1,339	$	155
In-Process R&D	53		—		53		—		—		—
Total	$	2,082	$	1,445	$	637	$	1,494	$	1,339	$	155

During the nine months ended July 31, 2024, we recognized additions to goodwill and other intangible assets of $743 million and $582 million, respectively, based on the preliminary allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed from the acquisition of ESI Group and other acquisition activity. See Note 2, “Acquisitions,” for additional information. During the nine months ended July 31, 2024, we transferred $7 million from in-process R&D to developed technology as projects were successfully completed.

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 nine months ended July 31, 2024.

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During the nine months ended July 31, 2024, foreign exchange translation had a favorable impact of $6 million on other intangible assets. Amortization of other intangible assets was $31 million and $106 million, respectively, for the three and nine months ended July 31, 2024. Amortization of other intangible assets was $23 million and $71 million, respectively, for the three and nine months ended July 31, 2023.

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


	Amortization expense
	(in millions)
2024 (remainder)	$	32
2025	$	124
2026	$	111
2027	$	99
2028	$	96
2029	$	88
Thereafter	$	34

8. FAIR VALUE MEASUREMENTS

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

Fair Value Hierarchy

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

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

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

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

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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 July 31, 2024 and October 31, 2023 were as follows:


	Fair Value Measurements at
	July 31, 2024										October 31, 2023
	Total		Level 1		Level 2		Level 3		Other		Total		Level 1		Level 2		Level 3		Other
	(in millions)
Assets:
Short-term
Money market funds	$	989	$	989	$	—	$	—	$	—	$	1,934	$	1,934	$	—	$	—	$	—
Derivative instruments (foreign exchange contracts)	14		—		14		—		—		18		—		18		—		—
Long-term

Equity investments	78		78		—		—		—		56		56		—		—		—
Other investments	29		—		—		—		29		25		—		—		—		25
Total assets measured at fair value	$	1,110	$	1,067	$	14	$	—	$	29	$	2,033	$	1,990	$	18	$	—	$	25
Liabilities:
Short-term
Derivative instruments (foreign exchange contracts)	$	8	$	—	$	8	$	—	$	—	$	54	$	—	$	54	$	—	$	—
Long-term
Deferred compensation liability	33		—		33		—		—		27		—		27		—		—
Total liabilities measured at fair value	$	41	$	—	$	41	$	—	$	—	$	81	$	—	$	81	$	—	$	—

During the nine months ended July 31, 2024, we purchased an equity investment for $10 million.

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

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

Net recognized gain (loss) on sale of our equity and other investments were as follows:


	Three Months Ended				Nine Months Ended
	July 31,				July 31,
	2024		2023		2024		2023
	(in millions)
Net realized gain (loss) on equity and other investments sold	$	—	$	—	$	—	$	—
Net unrealized gain (loss) on equity and other investments still held	$	3	$	13	$	13	$	20

9. DERIVATIVES

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

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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 swap agreements with an aggregate notional amount of $600 million associated with future interest payments on anticipated debt issuances through fiscal year 2024. In 2023, we terminated the interest rate swap agreements, resulting in a deferred gain of $107 million recognized in accumulated other comprehensive income (loss) to be amortized to interest expense over the term of the anticipated debt. As part of the ESI Group acquisition, we assumed two interest rate swap agreements with an aggregate notional amount of 5 million euros to hedge the variable interest rate of the syndicate loan. In April 2024, we terminated these interest rate swap agreements resulting in an immaterial impact on earnings.

Non-designated Hedges

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

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

During the third quarter of fiscal year 2024, we entered into foreign exchange forward contracts with an aggregate notional amount of 1.2 billion pounds sterling to mitigate the currency exchange risk associated with a planned acquisition. These foreign exchange contracts do not qualify for hedge accounting treatment and are not designated as hedging instruments. The resulting net unrealized gain on outstanding contracts was $7 million and was recorded in “other income (expense), net” in the condensed consolidated statement of operations and in “other assets” and “other accrued liabilities” in the condensed consolidated balance sheet for the three and nine months ended July 31, 2024.

The aggregate number of open foreign exchange forward contracts designated as “cash flow hedges” and “not designated as hedging instruments” was 207 and 85, respectively, as of July 31, 2024. The net notional amounts by currency and designation as of July 31, 2024 were as follows:


	Derivatives in Cash Flow Hedging Relationships		Derivatives Not Designated as Hedging Instruments
	Forward Contracts		Forward Contracts
Currency	Buy/(Sell)		Buy/(Sell)
	(in millions)
Euro	$	21	$	44
Pound Sterling	9		1,541
Singapore Dollar	35		4

Malaysian Ringgit	104		11
Japanese Yen	(103)		(66)
Other currencies	(34)		(31)
Total	$	32	$	1,503

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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 July 31, 2024 and October 31, 2023 were as follows:


Fair Values of Derivative Instruments
Assets Derivatives					Liabilities Derivatives
	Fair Value					Fair Value
Balance Sheet Location	July 31, 2024		October 31, 2023		Balance Sheet Location	July 31, 2024		October 31, 2023
(in millions)
Derivatives designated as hedging instruments:
Cash flow hedges
Foreign exchange contracts
Other current assets	$	4	$	16	Other accrued liabilities	$	3	$	7



Derivatives not designated as hedging instruments:
Foreign exchange contracts
Other current assets	10		2		Other accrued liabilities	5		47
Total derivatives	$	14	$	18		$	8	$	54

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


	Three Months Ended				Nine Months Ended
	July 31,				July 31,
	2024		2023		2024		2023
	(in millions)
Derivatives designated as hedging instruments:
Cash Flow Hedges
Interest rate swap contracts:
Gain (loss) recognized in accumulated other comprehensive income (loss)	$	—	$	—	$	—	$	(26)
Foreign exchange contracts:
Gain (loss) recognized in accumulated other comprehensive income (loss)	$	—	$	3	$	1	$	3
Gain (loss) reclassified from accumulated other comprehensive income (loss) into earnings:
Cost of products	$	3	$	1	$	9	$	5
Selling, general and administrative	$	—	$	—	$	(1)	$	(1)



Gain (loss) excluded from effectiveness testing recognized in earnings based on amortization approach:
Cost of products	$	—	$	2	$	3	$	4
Selling, general and administrative	$	(1)	$	—	$	(1)	$	—
Derivatives not designated as hedging instruments:
Gain (loss) recognized in:

Other income (expense), net	$	8	$	(2)	$	(12)	$	(2)

The estimated amount as of July 31, 2024 expected to be reclassified from accumulated other comprehensive income (loss) to earnings within the next twelve months is a gain of $9 million.

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10. DEBT

The following table summarizes the components of our debt:


	July 31, 2024		October 31, 2023
	(in millions)
2024 Senior Notes at 4.55% ($600 face amount less unamortized costs of zero and $1)	$	600	$	599
2027 Senior Notes at 4.60% ($700 face amount less unamortized costs of $2 and $2)	698		698
2029 Senior Notes at 3.00% ($500 face amount less unamortized costs of $2 and $3)	498		497




Total debt	1,796		1,794
Less: Current portion of long-term debt	600		599
Long-Term Debt	$	1,196	$	1,195

Revolving Credit Facility

On July 30, 2021, we entered into an amended and restated credit agreement (the “Revolving Credit Facility”) which provides a $750 million five-year unsecured revolving credit facility that expires on July 30, 2026 with an annual interest rate of LIBOR + 1 percent along with a facility fee of 0.125 percent per annum. On February 17, 2023, we entered into the first amendment to the Revolving Credit Facility to change the annual interest rate from LIBOR + 1 percent to SOFR + 1.1 percent. In addition, the Revolving Credit Facility permits the company, subject to certain customary conditions, on one or more occasions to request to increase the total commitments under the Revolving Credit Facility by up to $250 million in the aggregate. We may use amounts borrowed under the Revolving Credit Facility for general corporate purposes. As of July 31, 2024 and October 31, 2023, we had no borrowings outstanding under the Revolving Credit Facility. We were in compliance with the covenants of the Revolving Credit Facility during the nine months ended July 31, 2024.

Senior Notes

There have been no changes to the principal, maturity, interest rates and interest payment terms of the senior notes during the nine months ended July 31, 2024 as compared to the senior notes described in our Annual Report on Form 10-K for the fiscal year ended October 31, 2023.

The fair value of our debt, which is calculated from quoted prices that are primarily Level 1 inputs under the accounting guidance fair value hierarchy was approximately $1,751 million and $1,679 million as of July 31, 2024 and October 31, 2023, respectively.

Bridge Facility

On March 28, 2024, we entered into a bridge credit agreement (the “Bridge Facility”) pursuant to which certain lenders agreed to provide a senior unsecured 364-day bridge credit facility of up to 1,350 million pounds sterling for the purpose of providing the financing to support a planned acquisition. On July 25, 2024, the Bridge Facility was decreased to 1,232 million pounds sterling. We incurred costs in connection with the Bridge Facility of $7 million that are included in “other current assets” in the condensed consolidated balance sheet and are being amortized to interest expense over the term of the Bridge Facility.

Letters of credit

As of July 31, 2024 and October 31, 2023, we had $43 million and $41 million, respectively, of outstanding letters of credit and surety bonds unrelated to the credit facility that were issued by various lenders.

ESI Group debt and credit facility assumed

As part of the ESI Group acquisition, we assumed debt of $24 million, of which $10 million was payable within one year. The debt included a syndicated loan of $11 million payable through yearly installments until April 2025 with an annual interest rate of EURIBOR + 2 to 2.5 percent. We also assumed various fixed interest rate state-guaranteed loans and other bank borrowings of $13 million. During the nine months ended July 31, 2024, we repaid the debt assumed as part of the acquisition.

As part of the ESI Group acquisition, we assumed a revolving credit facility of 10 million euros that was subsequently terminated in April 2024.

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11. RETIREMENT PLANS AND POST-RETIREMENT BENEFIT PLANS

For the three and nine months ended July 31, 2024 and 2023, our net pension and post-retirement benefit cost (benefit) consisted of the following:


	Pensions
	U.S. Defined Benefit Plans				Non-U.S. Defined Benefit Plans				U.S. Post-Retirement Benefit Plan
	Three Months Ended
	July 31,
	2024		2023		2024		2023		2024		2023
	(in millions)
Service cost—benefits earned during the period	$	4	$	4	$	3	$	2	$	—	$	—
Interest cost on benefit obligation	10		10		9		8		2		2
Expected return on plan assets	(12)		(13)		(13)		(13)		(3)		(3)

Amortization of net actuarial loss	2		2		2		3		—		—


Net periodic benefit cost (benefit)	$	4	$	3	$	1	$	—	$	(1)	$	(1)


	Pensions
	U.S. Defined Benefit Plans				Non-U.S. Defined Benefit Plans				U.S. Post-Retirement Benefit Plan
	Nine Months Ended
	July 31,
	2024		2023		2024		2023		2024		2023
	(in millions)
Service cost—benefits earned during the period	$	11	$	12	$	7	$	7	$	—	$	—
Interest cost on benefit obligation	30		28		27		23		6		6
Expected return on plan assets	(36)		(37)		(39)		(39)		(9)		(9)

Amortization of net actuarial loss	7		6		6		7		—		1


Net periodic benefit cost (benefit)	$	12	$	9	$	1	$	(2)	$	(3)	$	(2)

We record the service cost component of net periodic benefit cost (benefit) in the same line item as other employee compensation costs. The non-service components of net periodic benefit cost (benefit), such as interest cost, expected return on assets, amortization of prior service cost, and actuarial gains or losses, are recorded within “other income (expense), net” in the condensed consolidated statement of operations.

We did not contribute to our U.S. defined benefit plans or U.S. post-retirement benefit plan during the three and nine months ended July 31, 2024 and 2023. We contributed $3 million and $8 million, respectively, to our non-U.S. defined benefit plans during the three and nine months ended July 31, 2024. We contributed $2 million and $7 million, respectively, to our non-U.S. defined benefit plans during the three and nine months ended July 31, 2023.

For the remainder of 2024, 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 $2 million to our non-U.S. defined benefit plans. The amounts we contribute depend upon, among other things, legal requirements, underlying asset returns, the plan’s funded status, the anticipated tax deductibility of the contribution, local practices, employee retirements, market conditions, interest rates and other factors.

12. SUPPLEMENTAL FINANCIAL INFORMATION

The following tables provide details of selected balance sheet items:

Cash, cash equivalents, and restricted cash


	July 31, 2024		October 31, 2023
	(in millions)
Cash and cash equivalents	$	1,632	$	2,472

Restricted cash included in other assets	17		16
Total cash, cash equivalents, and restricted cash shown in the statement of cash flows	$	1,649	$	2,488

Restricted cash relates primarily 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.

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Inventory


	July 31, 2024		October 31, 2023
	(in millions)
Finished goods	$	379	$	376
Purchased parts and fabricated assemblies	647		609
Total inventory	$	1,026	$	985

Leases

The following table summarizes the components of our lease cost:


	Three Months Ended				Nine Months Ended
	July 31,				July 31,
	2024		2023		2024		2023
	(in millions)
Operating lease cost	$	16	$	14	$	47	$	40
Variable lease cost	$	5	$	5	$	16	$	15

Supplemental information related to our operating leases was as follows:


	Nine Months Ended
	July 31,
	2024		2023
	(in millions)
Cash payment for operating leases	$	42	$	40
Right-of-use assets obtained in exchange for operating lease obligations	$	32	$	32

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 liabilities” and “other long-term liabilities” in the condensed consolidated balance sheet, is as follows:


	Nine Months Ended
	July 31,
	2024		2023
	(in millions)
Beginning balance	$	36	$	32
Accruals for warranties, including change in estimates	16		23
Settlements made during the period	(20)		(21)
Ending balance	$	32	$	34

Accruals for warranties due within one year	$	20	$	20
Accruals for warranties due after one year	12		14
Ending balance	$	32	$	34

Other current assets


	July 31, 2024		October 31, 2023
	(in millions)
Prepaid assets	$	328	$	284
Other current assets	208		168
Total other current assets	$	536	$	452

Prepaid assets include deposits paid in advance to contract manufacturers of $221 million and $210 million as of July 31, 2024 and October 31, 2023, respectively.

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13. COMMITMENTS AND CONTINGENCIES

Commitments

During the nine months ended July 31, 2024, there were no material changes to the purchase commitments as reported in our Annual Report on Form 10-K for the fiscal year ended October 31, 2023.

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 (“DTCC”) 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. The suspended portion of the penalty was satisfied by amounts spent on qualifying compliance activities. On April 23, 2024, we made the final payment on the penalty, bringing the total amount paid to $4.1 million. On May 3, 2024, we submitted a certification letter to the DTCC certifying that Keysight had implemented all aspects of the Consent Agreement and that Keysight’s compliance program is adequate to identify, prevent, detect, correct, and report violations of the ITAR. On May 22, 2024, the DTCC closed the Consent Agreement based on this certification and their conclusion that Keysight had fulfilled the terms of the Consent Agreement.

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 violated Section 337 of the Tariff Act (“Section 337”) and should be enjoined from importing certain products that are manufactured outside of the U.S. and which are alleged to infringe Centripetal patents. On December 5, 2023, the ITC issued its Notice of Determination that Keysight did not unfairly import products in violation of Section 337 and the investigation was terminated. Centripetal has appealed this determination. On August 21, 2024, Keysight was served in Germany with a complaint filed in the Unified Patent Court alleging that certain Keysight products sold in Germany, France, Italy and the Netherlands infringe a European Centripetal patent. 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 future periods.

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

14. STOCKHOLDERS' EQUITY

Stock Repurchase Program

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 nine months ended July 31, 2024, we repurchased 2,000,882 shares of common stock for $289 million. For the nine months ended July 31, 2023, we repurchased 1,640,236 shares of common stock for $276 million.

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Accumulated Other Comprehensive Loss

Changes in accumulated other comprehensive loss by component and related tax effects for the three and nine months ended July 31, 2024 and 2023 were as follows:


	Foreign currency translation		Net defined benefit pension cost and post-retirement plan costs				Gains (losses) on derivatives		Total
			Actuarial losses		Prior service credits
	(in millions)
As of April 30, 2024	$	(172)	$	(377)	$	(6)	$	86	$	(469)
Other comprehensive income (loss) before reclassifications	32		—		—		—		32
Amounts reclassified out of accumulated other comprehensive gain (loss)	—		4		—		(3)		1
Tax benefit (expense)	—		(1)		—		—		(1)
Other comprehensive income (loss)	32		3		—		(3)		32
As of July 31, 2024	$	(140)	$	(374)	$	(6)	$	83	$	(437)

As of October 31, 2023	$	(167)	$	(382)	$	(6)	$	89	$	(466)
Other comprehensive income (loss) before reclassifications	27		—		—		1		28
Amounts reclassified out of accumulated other comprehensive gain (loss)	—		11		—		(8)		3
Tax benefit (expense)	—		(3)		—		1		(2)
Other comprehensive income (loss)	27		8		—		(6)		29
As of July 31, 2024	$	(140)	$	(374)	$	(6)	$	83	$	(437)

As of April 30, 2023	$	(115)	$	(365)	$	(6)	$	87	$	(399)
Other comprehensive income (loss) before reclassifications	(9)		—		—		3		(6)
Amounts reclassified out of accumulated other comprehensive gain (loss)	—		5		—		(1)		4
Tax benefit (expense)	—		(1)		—		—		(1)
Other comprehensive income (loss)	(9)		4		—		2		(3)
As of July 31, 2023	$	(124)	$	(361)	$	(6)	$	89	$	(402)

As of October 31, 2022	$	(185)	$	(373)	$	(6)	$	110	$	(454)
Other comprehensive income (loss) before reclassifications	61		—		—		(23)		38
Amounts reclassified out of accumulated other comprehensive gain (loss)	—		15		—		(4)		11
Tax benefit (expense)	—		(3)		—		6		3
Other comprehensive income (loss)	61		12		—		(21)		52
As of July 31, 2023	$	(124)	$	(361)	$	(6)	$	89	$	(402)

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Reclassifications out of accumulated other comprehensive loss into earnings for the three and nine months ended July 31, 2024 and 2023 were as follows:


Details about accumulated other comprehensive loss components	Amounts reclassified from accumulated other comprehensive loss								Affected line item in statement of operations
	Three Months Ended				Nine Months Ended
	July 31,				July 31,
	2024		2023		2024		2023
	(in millions)
Gain (loss) on derivatives	$	3	$	1	$	9	$	5	Cost of products
	—		—		(1)		(1)		Selling, general and administrative
	—		(1)		(1)		(1)		Benefit (provision) for income tax
	3		—		7		3		Net of income tax

Net defined benefit pension cost and post-retirement plan costs:
Net actuarial loss	(4)		(5)		(11)		(15)		Other income (expense), net


	1		1		3		3		Benefit (provision) for income tax
	(3)		(4)		(8)		(12)		Net of income tax

Total reclassifications for the period	$	—	$	(4)	$	(1)	$	(9)	Net of income tax

15. SEGMENT INFORMATION

We report our results in two reportable segments: CSG and 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
	July 31,
	2024						2023
	CSG		EISG		Total		CSG		EISG		Total
	(in millions)
Revenue	$	847	$	370	$	1,217	$	918	$	464	$	1,382
Segment income from operations	$	223	$	74	$	297	$	276	$	157	$	433


	Nine Months Ended
	July 31,
	2024						2023
	CSG		EISG		Total		CSG		EISG		Total
	(in millions)
Revenue	$	2,526	$	1,166	$	3,692	$	2,794	$	1,359	$	4,153
Segment income from operations	$	672	$	274	$	946	$	811	$	454	$	1,265

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


	Three Months Ended				Nine Months Ended
	July 31,				July 31,
	2024		2023		2024		2023
	(in millions)
Total reportable operating segments' income from operations	$	297	$	433	$	946	$	1,265
Share-based compensation	(32)		(27)		(118)		(111)
Amortization of acquisition-related balances	(31)		(23)		(106)		(71)
Acquisition and integration costs	(23)		(6)		(59)		(11)
Restructuring and others	(6)		(12)		(60)		(31)
Income from operations, as reported	205		365		603		1,041
Interest income	19		29		60		70
Interest expense	(21)		(19)		(61)		(58)
Other income (expense), net	10		14		15		28
Income before taxes, as reported	$	213	$	389	$	617	$	1,081

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


	July 31, 2024						October 31, 2023
	CSG		EISG		Total		CSG		EISG		Total
	(in millions)
Segment assets	$	4,686	$	2,966	$	7,652	$	4,410	$	1,920	$	6,330

The increase in segment assets for the nine months ended July 31, 2024 primarily represents assets acquired as part of the ESI Group acquisition. See Note 2, “Acquisitions,” for additional information.

The following table reconciles segment assets to our total assets:


	July 31, 2024		October 31, 2023
	(in millions)
Total reportable segments' assets	$	7,652	$	6,330
Cash and cash equivalents	1,632		2,472

Long-term investments	107		81
Long-term deferred tax assets	678		671
Accumulated amortization of other intangibles	(1,445)		(1,339)
Long-term tax receivables	169		—
Pension and other assets	530		468
Total assets	$	9,323	$	8,683

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 which include but are not limited to predictions, future guidance, projections, beliefs, and expectations about the company’s trends, seasonality, cyclicality and growth in, and drivers of, the markets we sell into, our strategic direction, earnings from our foreign subsidiaries, remediation activities, new solution and service introductions, the ability of our solutions to meet market needs, changes to our manufacturing processes, the use of contract manufacturers, the impact of government regulations on our ability to conduct operations, our liquidity position, our ability to generate cash from operations, growth in our businesses, our investments, the potential impact of adopting new accounting pronouncements, our financial results, our purchase commitments, our contributions to our pension plans, the selection of discount rates and recognition of any gains or losses for our benefit plans, our cost-control activities, savings and headcount reduction recognized from our restructuring programs and other cost saving initiatives, and other regulatory approvals, the integration of our completed acquisitions and other transactions, and our transition to lower-cost regions. The forward-looking statements involve risks and uncertainties that could cause Keysight’s results to differ materially from management’s current expectations. Such risks and uncertainties include, but are not limited to, the impact of global economic conditions such as inflation or potential recession,

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slowing demand for products or services, volatility in financial markets, reduced access to credit, increased interest rates, the existence of political or economic instability, uncertainty relating to national elections and election results in the U.S. and U.K., impacts of geopolitical tension and conflict in regions outside of the U.S., the impacts of increased trade tension and tightening of export control regulations, the impact of new and ongoing litigation, impacts related to endemic and pandemic conditions, impacts related to net zero emissions commitments, and the impact of volatile weather caused by environmental conditions such as climate change. Our actual results could differ materially from the results contemplated by these forward-looking statements due to various factors, including but not limited to those risks and uncertainties discussed in Part II Item 1A and elsewhere in this Form 10-Q.

Basis of Presentation

The financial information presented in this Form 10-Q is not audited and is not necessarily indicative of our future consolidated financial position, results of operations or cash flows. Our fiscal year-end is October 31, and our fiscal quarters end on January 31, April 30 and July 31. Unless otherwise stated, these dates refer to our fiscal year and fiscal quarter periods.

Overview and Executive Summary

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

We invest in research and development (“R&D”) to align our business with available markets and position the company for growth. Our R&D efforts focus on the development of new software and hardware products, as well as improvements to existing products, and customer solutions aligned to the industries that we serve. We anticipate that we will continue to have significant R&D expenditures in order to maintain our competitive position with a continuous flow of innovative, high-quality software, 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.

Acquisition of ESI Group SA

In the first quarter of fiscal 2024, we acquired all of the outstanding common stock of ESI Group SA (“ESI Group”) for $935 million, net of cash acquired, using existing cash. For the three and nine months ended July 31, 2024, our acquisition of ESI Group resulted in incremental revenue of $25 million and $119 million, respectively. In our discussion of changes in our results of operations, we have qualitatively disclosed the impact of the ESI Group acquisition. See Note 2, “Acquisitions,” for additional information.

Macroeconomic environment

Our global operations continued to be affected by a challenging macro environment, including high interest rates, currency movements, inflationary pressures, geopolitical tensions and trade restrictions. These factors resulted in lower demand, as our customers are also exercising caution in light of the same environment. Against this backdrop, we remained operationally disciplined by exercising our financial playbook and the structural flexibility in our operating model, while investing to expand our differentiated solutions portfolio and deepening our customer relationships. Consistent with the Keysight Leadership Model, our differentiated first-to-market solutions portfolio, technology leadership, customer relationships, and durable and resilient business model give us confidence in the long-term trajectory of the business and our ability to outperform in a variety of market conditions and deliver consistent long-term value to our customers.

For discussion of risks related to potential impacts of macroeconomic headwinds and geopolitical challenges on our operations, business results and financial condition, see Part II Item 1A "Risk Factors.”

Three and nine months ended July 31, 2024 and 2023

Total orders for the three and nine months ended July 31, 2024 were $1,249 million and $3,688 million, respectively, which were flat and decreased 5 percent, compared to the same periods last year. Acquisitions had a favorable impact of 3 percentage points and 4 percentage points, respectively, on the year-over-year order change for the three and nine months ended July 31, 2024. Foreign currency movements had an unfavorable impact of 1 percentage point on the year-over-year order change for the three and nine months ended July 31, 2024. For the three months ended July 31, 2024, orders increased in Asia Pacific offset by declines in the Americas and Europe. For the nine months ended July 31, 2024, orders declined across all regions.

Revenue for the three and nine months ended July 31, 2024 was $1,217 million and $3,692 million, respectively, a decrease of 12 percent and 11 percent, compared to the same periods last year. Revenue associated with acquisitions had a

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favorable impact of 2 percentage points and 3 percentage points, respectively, on the year-over-year revenue change for the three and nine months ended July 31, 2024. Foreign currency movements had an unfavorable impact of 1 percentage point on the year-over-year revenue change for the three and nine months ended July 31, 2024. For the three and nine months ended July 31, 2024, revenue for both the Communications Solutions Group (“CSG”) and Electronic Industrial Solutions Group (“EISG”) declined year-over-year. Revenue from CSG and EISG represented 70 percent and 30 percent, respectively, of total revenue for the three months ended July 31, 2024. Revenue from CSG and EISG represented 68 percent and 32 percent, respectively, of total revenue for the nine months ended July 31, 2024.

Net income for the three and nine months ended July 31, 2024 was $389 million and $687 million, respectively, compared to $288 million and $831 million for the same periods last year. The increase in net income for the three months ended July 31, 2024 was primarily driven by an income tax benefit due to one-time discrete tax items, partially offset by lower revenue, higher acquisition and integration costs and amortization of acquisition-related balances. The decrease in net income for the nine months ended July 31, 2024 was primarily driven by lower revenue, higher acquisition and integration costs, restructuring costs and amortization of acquisition-related balances, partially offset by lower provision for income taxes due to one-time discrete tax items, favorable gross margin impact from the ESI Group acquisition and lower people-related costs.

Outlook

Our first-to-market solutions strategy enables customers to develop new technologies and accelerate innovation and provides a platform for Keysight's long-term growth. Our customers are expected to continue to make R&D investments in certain next-generation technologies and applications, including evolution of 5G, early 6G, high-speed data center networks and infrastructure, satellite networks, Artificial Intelligence (“AI”), next generation electric vehicles (“EV”) and autonomous vehicles (“AV”), industrial internet of things (“IoT”), and defense modernization. We continue to engage actively with our customers, and closely monitor the current macroeconomic environment, including trade, tariffs, monetary and fiscal policies and geopolitical tensions. Despite the near-term situation, we remain confident in the long-term secular growth trends of our markets and our ability to outperform in a variety of market conditions.

Critical Accounting Policies and Estimates

There were no material changes during the three and nine months ended July 31, 2024 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, 2023.

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 the 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.

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Results from Operations - Three and nine months ended July 31, 2024 and 2023

A summary of our results is as follows:


	Three Months Ended						Nine Months Ended						Year-over-Year Change
	July 31,						July 31,						Three	Nine
	2024			2023			2024			2023			Months	Months
	(in millions, except margin data)

Revenue	$	1,217		$	1,382		$	3,692		$	4,153		(12)%	(11)%
Gross margin	62.0		%	64.8		%	63.1		%	64.7		%	(3) ppts	(2) ppts
Research and development	$	226		$	215		$	686		$	664		5%	3%
Percentage of revenue	19		%	16		%	19		%	16		%	3 ppts	3 ppts
Selling, general and administrative	$	329		$	319		$	1,052		$	994		3%	6%
Percentage of revenue	27		%	23		%	28		%	24		%	4 ppts	5 ppts
Other operating expense (income), net	$	(5)		$	(3)		$	(10)		$	(11)		65%	(6)%
Income from operations	$	205		$	365		$	603		$	1,041		(44)%	(42)%
Operating margin	16.8		%	26.4		%	16.3		%	25.1		%	(10) ppts	(9) ppts
Interest income	$	19		$	29		$	60		$	70		(35)%	(14)%
Interest expense	$	(21)		$	(19)		$	(61)		$	(58)		7%	5%
Other income (expense), net	$	10		$	14		$	15		$	28		(23)%	(47)%
Income before taxes	$	213		$	389		$	617		$	1,081		(45)%	(43)%
Provision (benefit) for income taxes	$	(176)		$	101		$	(70)		$	250		—	—
Net income	$	389		$	288		$	687		$	831		35%	(17)%

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 and nine months ended July 31, 2024 by geographic region and the impact of foreign currency movements as compared to the same periods last year.

Year-over-Year Change

Three Months Ended

Nine Months Ended

July 31, 2024

Geographic Region

Actual

Currency Impact Favorable (Unfavorable)

Actual

Currency Impact Favorable (Unfavorable)

Americas

(10)%

—

(8)%

—

Europe

(9)%

—

(3)%

1 ppt

Asia Pacific

(15)%

(2) ppts

(17)%

(2) ppts

Total revenue

(12)%

(1) ppt

(11)%

(1) ppt

Gross Margin, Operating Margin and Income Before Taxes

Gross margin for the three months ended July 31, 2024 decreased 3 percentage points compared to the same period last year, primarily driven by lower revenue volume, higher amortization of acquisition-related balances and unfavorable mix, partially offset by lower material and variable people-related costs. Gross margin for the nine months ended July 31, 2024 decreased 2 percentage points compared to the same period last year, primarily driven by lower revenue volume, higher amortization of acquisition-related balances, higher restructuring costs and unfavorable mix, partially offset by lower material costs, favorable gross margin impact from the ESI Group acquisition and lower variable people-related costs.

R&D expense for the three and nine months ended July 31, 2024 increased 5 percent and 3 percent compared to the same periods last year, primarily driven by incremental costs from acquired businesses, partially offset by lower variable people-related costs. We continue to prudently prioritize investment in key growth opportunities in our end markets and leading-edge technologies.

Selling, general and administrative expense for the three months ended July 31, 2024 increased 3 percent compared to the same period last year, primarily driven by higher acquisition and integration costs, incremental costs from acquired

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businesses, partially offset by lower people-related costs and infrastructure costs, reflecting the impact of our cost flexibility, and efficiency measures. Selling, general and administrative expense for the nine months ended July 31, 2024 increased 6 percent compared to the same period last year, primarily driven by higher acquisition and integration costs, incremental costs from acquired businesses, higher amortization of acquisition-related balances and higher restructuring costs, partially offset by lower people-related and infrastructure costs, reflecting the impact of our cost flexibility, and efficiency measures.

Other operating expense (income), net for the three and nine months ended July 31, 2024 was income of $5 million and $10 million, respectively, compared to income of $3 million and $11 million for the same periods last year.

Operating margin for the three and nine months ended July 31, 2024 decreased 10 percentage points and 9 percentage points, respectively, compared to the same periods last year, primarily driven by higher selling, general and administrative and R&D expenses on a lower revenue, coupled with gross margin declines.

Interest income for the three and nine months ended July 31, 2024 was $19 million and $60 million, respectively, compared to $29 million and $70 million for the same periods last year and primarily relates to interest earned on our cash balances. Interest expense for the three and nine months ended July 31, 2024 was $21 million and $61 million, respectively, compared to $19 million and $58 million for the same periods last year and primarily relates to interest on our senior notes.

Other income (expense), net for the three and nine months ended July 31, 2024 was income of $10 million and $15 million, respectively, compared to income of $14 million and $28 million for the same periods last year and primarily includes income related to our defined benefit and post-retirement benefit plans, the change in fair value of our equity and other investments, currency impacts, and income attributable to non-controlling interests. The decrease in other income (expense), net for the three months ended July 31, 2024 is primarily driven by decreased net gains on our equity investments, partially offset by net currency gains. The decrease in other income (expense), net for the nine months ended July 31, 2024 is primarily driven by decreased net gains on our equity investments and higher pension costs driven by higher interest cost on benefit obligation, partially offset by net currency gains.

As of July 31, 2024, our headcount was approximately 15,400 compared to approximately 14,800 at July 31, 2023. The increase was primarily driven by acquisitions, partially offset by reductions from our cost efficiency measures.

Income Taxes

The following table provides income tax details:


	Three Months Ended						Nine Months Ended
	July 31,						July 31,
	2024			2023			2024			2023
	(in millions, except percentages)
Income before taxes	$	213		$	389		$	617		$	1,081
Provision (benefit) for income taxes	$	(176)		$	101		$	(70)		$	250
Effective tax rate	(81.9)		%	25.8		%	(11.2)		%	23.1		%

The discrete tax benefit for the three and nine months ended July 31, 2024 includes a $165 million benefit related to the deduction in the U.S. of intangible assets for purposes of determining income or loss under IRC § 951A(c). On June 14, 2019, the U.S. Department of the Treasury (“Treasury”) issued final regulations relating to Global Intangible Low Taxed Income (“GILTI”) under IRC § 951A (the “tax regulations”). The tax regulations contained language which disallowed GILTI tax deductions for intangible asset amortization resulting from the Singapore restructuring completed in 2018. During the quarter, the company concluded, in response to recent U.S. Supreme Court decisions on a number of relevant cases, the evolving global tax landscape and other changes in circumstances, that Treasury exceeded its regulatory authority and the intangible asset amortization should be deductible. The company amended its U.S. federal income tax returns for the open tax years to claim the deduction and recognized the discrete benefit in the condensed consolidated financial statements. The tax receivable resulting from the amended returns is reflected as “other assets” in the condensed consolidated balance sheet. The GILTI tax benefit for the fiscal year 2024 amortization is included in the annual effective tax rate, and the Singapore intangible assets will continue to be amortized for GILTI tax purposes until 2033.

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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 in the current year. Based on the current year forecast, the company does not expect to incur any additional U.S. tax liability from the application of the new minimum tax rules.

In addition, the Organization for Economic Cooperation and Development reached agreement among various countries to implement a minimum fifteen percent tax rate on certain multinational enterprises, commonly referred to as Pillar Two. Many countries continue to announce 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. Given the numerous proposed tax law changes and the uncertainty regarding such legislative changes, the impact of Pillar Two cannot be determined at this time.

Segment Overview

We have two reportable operating segments, CSG and EISG. The profitability of each of the segments is measured after excluding share-based compensation expense, amortization of acquisition-related balances, acquisition and integration costs, restructuring costs, interest income, interest expense and other items.

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A significant portion of the segments' expenses arise from allocated corporate charges, as well as expenses related to our centralized sales force, and service, marketing and technology functions that are provided to the segments in order to realize economies of scale and to efficiently use resources. Corporate charges include legal, accounting, real estate, insurance services, information technology services, treasury and other corporate infrastructure expenses. Segment allocations are determined on a basis that we consider to be a reasonable reflection of the utilization of services provided to, or benefits received by, the segments. Newly acquired businesses are not allocated these charges until integrated into our shared services and corporate infrastructure.

Communications Solutions Group (“CSG”)

The CSG serves customers spanning the global commercial communications and aerospace, defense, and government end markets. The group’s solutions consist of electronic design and test software, instrumentation, systems, and related services. These solutions are used in the simulation, design, validation, manufacturing, installation, and optimization of communication systems in wireless, wireline, enterprise, and aerospace, defense and government end markets. In addition, the group provides automated software test solutions to automatically identify, build, and execute tests critical to digital business success and a strong customer experience.

Revenue


	Three Months Ended				Nine Months Ended				Year- over-Year
	July 31,				July 31,				Change
	2024		2023		2024		2023		Three Months	Nine Months
	(in millions)
Total revenue	$	847	$	918	$	2,526	$	2,794	(8)%	(10)%

The CSG revenue for the three and nine months ended July 31, 2024 decreased 8 percent and 10 percent, respectively, compared to the same periods last year. Revenues associated with acquisitions had a favorable impact of 1 percentage point on the year-over-year revenue change for the three and nine months ended July 31, 2024. Foreign currency movements had an unfavorable impact of 1 percentage point on the year-over-year revenue change for the three and nine months ended July 31, 2024. Revenue declined across all regions and in both the commercial communications and the aerospace, defense, and government end markets for the three and nine months ended July 31, 2024. The decline was driven primarily by overall lower investments and a strong compare to last year, which benefited from robust backlog conversion. Our customers continued to make R&D investments in next-generation technologies and applications, including AI-driven data center expansion, ongoing 5G standards development and deployment, 400G/800G/terabit Ethernet, development of new communications technologies (e.g., 6G, Open Radio Access Networks, commercial non-terrestrial networks, quantum), high-speed networking and major defense and government programs worldwide.

The commercial communications end market revenue for the three and nine months ended July 31, 2024 decreased 6 percent and 10 percent, respectively, year-over-year and represented 68 percent and 66 percent of total Communications Solutions Group revenue. For the three months ended July 31, 2024, revenue declined in Europe and the Americas, partially offset by an increase in Asia Pacific. For the nine months ended July 31, 2024, revenue declined across all regions. For the three and nine months ended July 31, 2024, the revenue decline was primarily driven by continued weakness in the wireless communications ecosystem, particularly smartphones, partially offset by higher investments in AI Workload Emulation tools and infrastructure solutions. We continued to see investments in high-speed networks due to increasing need for AI capabilities in the data center infrastructure ecosystem, which is driving demand for our 400G/800G/terabit Ethernet solutions, both in R&D and manufacturing.

The aerospace, defense, and government end market revenue for the three and nine months ended July 31, 2024, decreased 10 percent and 9 percent, respectively, year-over-year and represented 32 percent and 34 percent of total Communications Solutions Group revenue. For the three and nine months ended July 31, 2024, revenue declined in Asia Pacific and the Americas, partially offset by an increase in Europe. We continue to see investments in radar and spectrum operations, space and satellite solutions and signal monitoring.

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Gross Margin and Operating Margin


	Three Months Ended						Nine Months Ended						Year- over-Year
	July 31,						July 31,						Change
	2024			2023			2024			2023			Three Months	Nine Months
	(in millions, except margin data)
Gross margin	67.0		%	67.6		%	67.8		%	67.7		%	(1) ppt	—
Research and development	$	154		$	150		$	461		$	465		2%	(1)%
Selling, general and administrative	$	194		$	197		$	587		$	624		(1)%	(6)%
Other operating expense (income), net	$	(3)		$	(2)		$	(8)		$	(8)		20%	(5)%
Income from operations	$	223		$	276		$	672		$	811		(19)%	(17)%
Operating margin	26.3		%	30.0		%	26.6		%	29.0		%	(4) ppts	(2) ppts

Gross margin for the three months ended July 31, 2024 decreased 1 percentage point compared to same period last year, primarily driven by lower revenue volume and unfavorable mix, partially offset by lower material and variable people-related costs. Gross margin for nine months ended July 31, 2024 was flat as compared to the same period last year as lower material and variable people-related costs were offset by lower revenue volume and unfavorable mix.

R&D expense for the three months ended July 31, 2024 increased 2 percent compared to the same period last year, primarily driven by incremental costs of acquired businesses, partially offset by lower variable people-related costs. R&D expense for the nine months ended July 31, 2024 decreased 1 percent compared to the same period last year, primarily driven by lower variable people-related costs, partially offset by incremental costs of acquired businesses. We continue to prudently prioritize investment in key growth opportunities in our end markets and leading-edge technologies.

Selling, general and administrative expense for the three and nine months ended July 31, 2024 decreased 1 percent and 6 percent, respectively, compared to the same periods last year, primarily driven by lower people-related and infrastructure costs, partially offset by incremental costs of acquired businesses, reflecting the impact of our cost flexibility, and efficiency measures.

Other operating expense (income), net for the three months ended July 31, 2024 and 2023 was income of $3 million and $2 million, respectively. Other operating expense (income), net for the nine months ended July 31, 2024 and 2023 was income of $8 million.

Operating margin for the three months ended July 31, 2024 decreased 4 percentage points compared to the same period last year, primarily driven by higher R&D and selling, general and administrative expenses on a lower revenue, coupled with gross margin declines. Operating margin for the nine months ended July 31, 2024 decreased 2 percentage points compared to the same period last year, primarily driven by higher R&D and selling, general and administrative expenses as a percentage of sales.

Electronic Industrial Solutions Group (“EISG”)

The EISG serves customers across a diverse set of end markets focused on automotive and energy, semiconductor solutions, and general electronics. The group's solutions consist of electronic design, test and simulation software, instrumentation, systems, and related services. These solutions are used in the simulation, design, validation, manufacturing, installation, and optimization of electronic equipment. In addition, the group provides automated software test solutions to automatically identify, build, and execute tests critical to digital business success and a strong customer experience. Our recent acquisition of ESI Group expands our application layer portfolio with simulation capabilities in automotive and general electronics sectors.

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Revenue


	Three Months Ended				Nine Months Ended				Year-over-Year
	July 31,				July 31,				Change
	2024		2023		2024		2023		Three Months	Nine Months
	(in millions)
Total revenue	$	370	$	464	$	1,166	$	1,359	(20)%	(14)%

The EISG revenue for the three and nine months ended July 31, 2024 decreased 20 percent and 14 percent, respectively, compared to the same periods last year. Revenues associated with acquisitions had a favorable impact of 5 percentage points and 8 percentage points, respectively, on the year-over-year revenue change for the three and nine months ended July 31, 2024. Foreign currency movements had an unfavorable impact of 1 percentage point on the year-over-year revenue change for the three and nine months ended July 31, 2024. For the three months ended July 31, 2024, revenue declined across all regions. For the nine months ended July 31, 2024, revenue declined in Asia Pacific and the Americas, partially offset by an increase in Europe. For the three and nine months ended July 31, 2024, revenue declined across all markets.

The decline in revenue reflects the normalization in demand as macroeconomic challenges, such as inflation and high interest rates, continued to slow some investments, primarily in the manufacturing sector. Despite delays in near-term spending, customer engagement remains high as they continued to invest in key long-term strategic initiatives, such as next-generation EV and AV, industrial IoT, digital health, and advanced semiconductor technologies.

Gross Margin and Operating Margin


	Three Months Ended						Nine Months Ended						Year-over-Year
	July 31,						July 31,						Change
	2024			2023			2024			2023			Three Months	Nine Months
	(in millions, except margin data)
Gross margin	57.5		%	62.5		%	60.4		%	62.3		%	(5) ppts	(2) ppts
Research and development	$	62		$	57		$	186		$	167		10%	11%
Selling, general and administrative	$	79		$	77		$	246		$	228		2%	8%
Other operating expense (income), net	$	(3)		$	(1)		$	(3)		$	(3)		170%	(14)%
Income from operations	$	74		$	157		$	274		$	454		(53)%	(40)%
Operating margin	20.1		%	33.9		%	23.5		%	33.4		%	(14) ppts	(10) ppts

Gross margin for the three and nine months ended July 31, 2024 decreased 5 percentage points and 2 percentage points, respectively, as compared to the same periods last year, primarily driven by lower revenue volume and unfavorable mix, partially offset by favorable gross margin impact from the ESI Group acquisition and lower variable people-related costs.

R&D expense for the three and nine months ended July 31, 2024 increased 10 percent and 11 percent, respectively, compared to the same periods last year, primarily driven by incremental costs from acquired businesses, partially offset by lower variable people-related costs. We continue to prudently prioritize investment in key growth opportunities in our end markets and leading-edge technologies.

Selling, general and administrative expense for the three and nine months ended July 31, 2024 increased 2 percent and 8 percent, respectively, compared to the same periods last year, primarily driven by incremental costs from acquired businesses, partially offset by lower people-related and infrastructure costs, reflecting the impact of our cost flexibility, and efficiency measures.

Other operating expense (income), net for the three months ended July 31, 2024 and 2023 was income of $3 million and $1 million, respectively. Other operating expense (income), net for the nine months ended July 31, 2024 and 2023 was income of $3 million.

Operating margin for the three and nine months ended July 31, 2024 decreased 14 percentage points and 10 percentage points, respectively, compared to the same period last year, primarily driven by higher selling, general and administrative expense and R&D expense on a lower revenue, coupled with gross margin declines.

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Financial Condition

Liquidity and Capital Resources

Our liquidity is affected by many factors, including normal ongoing operations of our business and fluctuations due to global economics and markets. Our cash balances are generated and held in many locations throughout the world. Under certain circumstances, U.S. and local government regulations may limit our ability to move cash balances to meet cash needs.

Overview of Cash Flows

Our key cash flow activities were as follows:


	Nine Months Ended
	July 31,
	2024		2023
	(in millions)
Net cash provided by operating activities	$	693	$	1,030
Net cash used in investing activities	$	(781)	$	(250)
Net cash used in financing activities	$	(753)	$	(259)

Operating Activities

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

Net cash provided by operating activities decreased $337 million during the nine months ended July 31, 2024 compared to the same period last year.

•Net income for the nine months ended July 31, 2024 decreased $144 million compared to the same period last year. Non-cash adjustments to net income were $25 million higher, primarily due to a $40 million increase in amortization and depreciation, a $9 million decrease in unrealized gains on equity and other investments, and a $7 million increase in excess and obsolete inventory-related charges, partially offset by a $31 million increase in deferred tax benefit. Net income for the nine months ended July 31, 2024 includes a $61 million benefit for the settlement of a Malaysia uncertain tax position. See Note 5, “Income Taxes,” for additional information.

•The aggregate of accounts receivable, inventory and accounts payable provided net cash of $75 million during the first nine months of fiscal 2024 compared to net cash used of $148 million in the same period last year, primarily due to timing of collections relative to revenue, a lower increase in inventory and lower 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.

•For the nine months ended July 31, 2024, we recorded a discrete tax benefit of $165 million related to the U.S. intangible asset amortization deduction for purposes of determining income or loss under IRC § 951A(c) and amended our U.S. federal income tax returns for the open tax years to claim the deduction and recognized a long-term tax receivable in the condensed consolidated balance sheet. See Note 5, “Income Taxes,” for additional information.

•For the nine months ended July 31, 2023, we terminated forward-starting interest rate swap agreements resulting in proceeds of $107 million. See Note 9, “Derivatives,” for additional information.

•Other movements in assets and liabilities used net cash of $217 million during the first nine months of fiscal 2024 compared to net cash used of $48 million in the same period last year, primarily driven by lower cash from deferred revenue, payments on settlement of foreign exchange forward contracts associated with the ESI Group acquisition, lower income and other tax accruals, net of payments, and changes in other assets and liabilities.

Investing Activities

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

Net cash used in investing activities increased $531 million during the nine months ended July 31, 2024 compared to the same period last year. For the nine months ended July 31, 2024, we used $673 million, net of cash acquired for payments towards acquisitions, including $477 million, net of $35 million cash acquired, for the acquisition of the controlling block of ESI Group shares. See Note 2, “Acquisitions,” for additional information. For the nine months ended July 31, 2023, we used $85 million, net of cash acquired, to acquire Cliosoft. Excluding payments for acquisitions, net cash used for investing activities

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decreased $57 million, driven by $42 million lower investments in property, plant and equipment, and $15 million from other net investing activities.

Financing Activities

Our financing activities primarily include proceeds from issuance of common stock under employee stock plans, tax payments related to net share settlement of equity awards, issuances and repayment of debt and related costs, treasury stock repurchases, and transactions with non-controlling interests in partially-owned consolidated subsidiaries.

Net cash used in financing activities increased $494 million during the nine months ended July 31, 2024 compared to the same period last year, primarily due to $458 million used for the acquisition of the non-controlling interest in ESI Group, $24 million used for repayment of debt assumed as part of the ESI Group acquisition, $13 million higher treasury stock repurchases, $7 million used for payment of bridge loan facility fees, and $10 million used for other financing activities, partially offset by $18 million lower tax payments related to net share settlement of equity awards.

Treasury Stock Repurchases

On March 6, 2023, our board of directors approved a stock repurchase program authorizing the purchase of up to $1,500 million of the company’s common stock, of which $635 million remained as of July 31, 2024. 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


	July 31, 2024		October 31, 2023
	(in millions)
Total debt (par value)	$	1,800	$	1,800
Revolving Credit Facility	$	750	$	750

Revolving Credit Facility

On July 30, 2021, we entered into an amended and restated credit agreement (the “Revolving Credit Facility”), which provides a $750 million five-year unsecured revolving credit facility that expires on July 30, 2026 with an annual interest rate of LIBOR + 1 percent along with a facility fee of 0.125 percent per annum. On February 17, 2023, we entered into the first amendment to the Revolving Credit Facility to change the annual interest rate from LIBOR + 1 percent to SOFR + 1.1 percent. In addition, the Revolving Credit Facility permits the company, subject to certain customary conditions, on one or more occasions to request to increase the total commitments under the Revolving Credit Facility by up to $250 million in the aggregate. We may use amounts borrowed under the Revolving Credit Facility for general corporate purposes. As of July 31, 2024 and October 31, 2023, we had no borrowings outstanding under the Revolving Credit Facility. We were in compliance with the covenants of the Revolving Credit Facility during the nine months ended July 31, 2024.

Bridge Facility

ESI Group debt and credit facility assumed

As part of the ESI Group acquisition, we assumed a revolving credit facility of 10 million euros that was subsequently terminated in April 2024.

See Note 10, “Debt,” for additional information.

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Cash and cash requirements

Cash


	July 31, 2024		October 31, 2023
	(in millions)
Cash, cash equivalents and restricted cash	$	1,649	$	2,488
U.S.	$	686	$	362
Non U.S.	$	963	$	2,126

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. In the event that additional liquidity is required, we may also borrow under our revolving credit facility.

On March 28, 2024, we announced our intention to acquire the entire share capital of Spirent Communications PLC (“Spirent”) for cash consideration of 199 pence per Spirent share, which reflects a valuation of $1,463 million on a fully diluted basis. Spirent shareholders will also be entitled to receive a special dividend of 2.5 pence per Spirent share, in lieu of any final dividend for the year ended December 31, 2023 (together with the cash consideration of 199 pence per share). The acquisition is expected to be completed during the first half of fiscal year 2025, pending regulatory clearances.

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, 2023.

Cash requirements related to tax liabilities include uncertain tax positions, which increased by $29 million from our Annual Report on Form 10-K for the fiscal year ended October 31, 2023 due to current year increases in reserves. Additionally, with regard to the U.S. transition tax liability, $18 million moved from amounts due later than one year to amounts due within one year. 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 2024, we do not expect to contribute to our U.S. defined benefit plan and U.S. post-retirement benefit plan, and expect to contribute $2 million to our non-U.S. defined benefit plans. The amounts we contribute depend upon, among other things, legal requirements, underlying asset returns, the plan’s funded status, the anticipated tax deductibility of the contribution, local practices, market conditions, interest rates and other factors. See Note 11, “Retirement Plans and Post-Retirement Benefit Plans,” for additional information.

We expect capital spending to be approximately $150 million in 2024, primarily for investments in capacity expansion and technology investments.

As of July 31, 2024, 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, 2023. There were no material changes during the nine months ended July 31, 2024 to this information reported in our 2023 Annual Report on Form 10-K.

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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 third quarter of fiscal 2024 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

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.

Item 1A. Risk Factors

Risks, Uncertainties and Other Factors That May Affect Future Results

Risks Related to Our Business

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, potential recession or depression has and may continue to impact our business, resulting in:

•increased cost to manufacture products or deliver solutions;

•reduced customer purchasing power;

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•reduced demand for our solutions and services and reduced, delayed or canceled orders;

•increased risk of excess and obsolete inventory;

•increased price pressure on 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, volatility in financial markets, reduced access to credit, increased interest rates, volatility in capital markets, decreased liquidity, uncertain or destabilizing national elections and reactions to national election results or political violence and unrest in the U.S., the U.K., 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;

•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;

•conflicting regulatory requirements within the jurisdictions in which we operate;

•inadequate local infrastructure;

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

•potential incidences of corruption and fraudulent business practices; and

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

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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, and other similar actions may result in conflicting local or regional requirements, 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.

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. Regional conflicts, including the Russian invasion of Ukraine, which resulted in economic sanctions and the decision to discontinue our operations in Russia, the war between Israel and Hamas, 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 additional closure of facilities in sanctioned countries. 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.

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 inflation, the potential for recession, increased geopolitical tensions, including regional conflict and war, the markets we serve may experience increased volatility and may not experience the seasonality or cyclicality that we expect. Our customers’ markets may also be affected by changes in the legal regulatory regime. Any decline in our customers’ markets would likely result in a reduction in demand for our solutions and services. If our customers’ markets decline, orders may decline, may be delayed or cancelled, and 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

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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 innovations (such as artificial intelligence and machine learning) 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;

•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, aerospace and defense, automotive, Internet of Things, and mobile industries. We are investing in R&D, developing relationships with customers and suppliers, and 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 address market fluctuations, including those caused by volatile global economic conditions, 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 potential recession, fluctuations in global currency, geopolitical tension and war is particularly difficult as increased volatility

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may impact seasonal trends making it more difficult to anticipate demand fluctuations. Supply chain fluctuations could impact our ability to purchase parts and components. Some parts require custom design and may not be 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.

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 expand, 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. Industry consolidation may result in stronger competitors and could lead to more variability in

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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. 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 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.

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

•requiring a portion of our cash flow from operations to make interest payments on outstanding 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 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.

Volatility in currency exchange rates could adversely impact our financial results.

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 and could be impacted by significant currency exchange rate fluctuations. 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.

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.

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Our effective tax rate 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.

On June 14, 2019, the U.S. Department of the Treasury (“Treasury”) issued final regulations relating to Global Intangible Low Taxed Income (“GILTI”) under IRC § 951A (the “tax regulations”). The tax regulations contained language which disallowed GILTI tax deductions for intangible asset amortization resulting from the Singapore restructuring completed in 2018. During the quarter, the company concluded, in response to recent U.S. Supreme Court decisions on a number of relevant cases, the evolving global tax landscape and other changes in circumstances, that Treasury exceeded regulatory authority and the intangible asset amortization should be deductible. The company amended its U.S. federal income tax returns for the open tax years to claim the deduction and recognized the discrete benefit in the consolidated financial statements. The GILTI tax benefit for the fiscal year 2024 amortization is included in the annual effective tax rate, and the Singapore intangible assets will continue to be amortized for GILTI tax purposes until 2033.

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. Any changes to the positions we have taken could result in an impact to our financial statements. Our financial results and tax treatment are susceptible to changes in tax, accounting, and other laws, including the Inflation Reduction Act and The Tax Cuts and Jobs Act in the U.S, 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. The Malaysia tax incentive expires October 31, 2025. The Singapore tax incentive expired July 31, 2024. We are pursuing options to renew the Singapore tax incentive with retroactive effect to August 1, 2024. The tax incentives provide lower rates of taxation on certain classes of income and require thresholds of investments and employment in those jurisdictions. If we cannot or do not wish to satisfy all or portions of the tax incentives conditions, we will lose the related tax incentives and could be required to refund the benefits that the tax incentives previously provided. We believe that we will satisfy such conditions, but cannot guarantee that the tax environment will not change or that such conditions will be satisfied.

Our taxes could increase if the Singapore incentive is not renewed or if the existing Malaysia incentive is revoked or not renewed upon expiration. We cannot guarantee that we will qualify for any new incentive regime that may exist going forward. As a result, our effective tax rate could be higher than it would have been had we renewed the tax incentive and could harm our operating results after tax.

Global health crises could have a material impact on our global operations, our customers and our vendors, which could adversely impact our business results and financial condition.

Global health crises could have a material impact on our global operations, our employees, our customers and our vendors, which could adversely impact our business results and financial conditions. For example, 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. Pandemic conditions could lead to global supply chain challenges, which could adversely impact 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 viruses 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.

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

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 products, which may negatively impact revenue. Disasters created by extreme conditions could cause significant damage to or destruction of our facilities, including our headquarters, 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 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 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. Even where insured, there is a risk that an insurer may deny or limit coverage or may become financially incapable of covering claims. 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.

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 has developed Scope 3 reduction and engagement targets across relevant categories as part of our commitment to science-based targets, which were approved by Science Based Target Initiative (“SBTi”) on October 27, 2023. 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

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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 violated Section 337 of the Tariff Act (“Section 337”) and should be enjoined from importing certain products that are manufactured outside of the U.S. which are alleged to infringe Centripetal patents. On December 5, 2023, the ITC issued its Notice of Determination that Keysight did not unfairly import products in violation of Section 337 and the investigation was terminated. Centripetal has appealed this determination. On August 21, 2024, Keysight was served in Germany with a complaint filed in the Unified Patent Court alleging that certain Keysight products sold in Germany, France, Italy and the Netherlands infringe a European Centripetal patent. 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 intellectual property rights may not provide us with a significant competitive advantage. 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 or our products, our business, reputation, and operating results could be adversely affected.

We rely on several centralized IT systems as well as cloud-based service providers 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 the implementation of network security measures by us and our third-party service providers, our network and our data may be vulnerable to cybersecurity attacks, computer viruses, break-ins and similar disruptions. Our network security

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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 and those of our service providers to create these security barriers, as new threats emerge it is virtually impossible to entirely eliminate this risk. Cybersecurity attacks are evolving and include, but are not limited to, ransomware attacks, 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 efforts to reduce the risk of such attacks will be successful.

Our products may contain vulnerabilities that could be exploited by cybersecurity attackers, allowing them to introduce malicious code into our products to gain access to customer networks. Such attacks could lead to disruptions to our customers’ operations or processes, system downtime, financial loss, loss of their intellectual property, business information and proprietary data, or corruption of data, which could impact Keysight’s reputation, and result in loss of confidence in our products, loss of orders, and loss in revenue, which could materially impact our financial results. We proactively scan for vulnerabilities in our product lines. When vulnerabilities are discovered, we respond with a predefined Product Security Response Process to address the vulnerability, but we cannot eliminate the possibility of a successful cybersecurity attack or exploitation of undiscovered vulnerabilities.

In an effort to improve information security, governments may enact rules, regulations, standards and attestation requirements. These requirements may be unclear, onerous, and compliance may be burdensome and costly. Additionally, the requirements may vary from jurisdiction to jurisdiction and may include differing or conflicting requirements. Compliance with the requirements could impact both the order availability of existing products as well as the introduction timing of new products, which could cause customers to stop purchasing our solutions and could impact our revenue and profits. The failure to comply with such requirements, once enacted, may result in lost orders, reduced revenue, fines, penalties and damage to our reputation.

In addition, our IT systems and those of our service providers 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.

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 from time to time we may need to respond with reorganizations, reductions in workforce, salary freezes or reductions, or site closings. 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 ability to carry on or expand our operations. If demand for our solutions is adversely affected or our costs increase, our business would suffer.

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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. There has been increased regulatory scrutiny of the use of “big data” techniques, machine learning and artificial intelligence. 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 violated Section 377 of the Tariff Act and should be enjoined from importing certain products that are manufactured outside of the U.S. and alleged to infringe Centripetal patents. On December 5, 2023, the ITC issued its Notice of Determination that Keysight did not unfairly import products in violation of Section 337 and the investigation was terminated. Centripetal has appealed this determination. On August 21, 2024, Keysight was served in Germany with a complaint filed in the Unified Patent Court alleging that certain Keysight products sold in Germany, France, Italy and the Netherlands infringe a European Centripetal patent.

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.

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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 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. Ineffective 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 that 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;

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•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;

•changes to our tax rate that may affect our profitability;

•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;

•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; and

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

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.

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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 July 31, 2024.


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)

May 1, 2024 through May 31, 2024	228,506	$143.53	228,506	$751,817,974
June 1, 2024 through June 30, 2024	309,310	$136.55	309,310	$709,582,221
July 1, 2024 through July 31, 2024	536,205	$139.87	536,205	$634,582,438
Total	1,074,021		1,074,021


(1)			On March 6, 2023, our board of directors approved a stock repurchase program authorizing the purchase of up to $1,500 million of the company’s common stock. 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.

Item 5. Other Information

Rule 10b5-1 Trading plans

During the three months ended July 31, 2024, the following directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(c) of Regulation S-K:

Plans

Name & Title

Action

Date

Rule 10b5-1

Non-Rule 10b5-1

Aggregate number of securities to be sold(1)

Plan expiration date

Satish Dhanasekaran

Adoption

June 4, 2024

☒

☐

43,433

June 2, 2025

President and Chief Executive Officer

Soon Chai Gooi

Adoption

May 30, 2024

☒

☐

10,589

December 6, 2024

Senior Vice President, Order Fulfillment and Digital Operations

Jeffrey K Li

Adoption

June 4, 2024

☒

☐

10,802

December 6, 2024

Senior Vice President, General Counsel, and Secretary

John Page

Adoption

June 28, 2024

☒

☐

20,327

June 27, 2025

Senior Vice President and President of Global Services


(1)			The “Aggregate number of securities to be sold” represents the gross number of shares to be received during the duration of the plan, before excluding any shares withheld by the company to satisfy its income tax withholding in connection with the net settlement of the equity awards. Any underlying performance share awards being calculated at target.

During the three months ended July 31, 2024, there were no terminations of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement.”

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Item 6. Exhibits


Exhibit
Number						Description

10.1						Keysight Technologies, Inc. Non-Employee Director Stock Award Agreement*

10.2						Keysight Technologies, Inc. Global Stock Option Award Agreement*

10.3						Keysight Technologies, Inc. Global Performance Award Agreement*

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.

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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:	August 29, 2024	By:	/s/ Neil Dougherty
			Neil Dougherty
			Executive Vice President and Chief Financial Officer
			(Principal Financial Officer)


Dated:	August 29, 2024	By:	/s/ Lisa M. Poole
			Lisa M. Poole
			Vice President and Corporate Controller
			(Principal Accounting Officer)

Document

Exhibit 10.1

KEYSIGHT TECHNOLOGIES, INC.

2014 Equity and Incentive Compensation Plan Stock Award Agreement

For Awards Granted to Non-Employee Directors

Section 1. Grant of Stock Award. This Stock Award Agreement (the "Award Agreement"), dated as of the Grant Date indicated in your account maintained by Fidelity Stock Plan Services, LLC or such other company that may provide administrative services in connection with the Plan in the future (the "External Administrator"), is entered into between Keysight Technologies, Inc., a Delaware corporation (the "Company"), and you as an individual (the "Director") who has been granted a stock award (this "Stock Award") pursuant to the Keysight Technologies, Inc. 2014 Equity and Incentive Compensation Plan (the "Plan"). This Stock Award represents the right to receive the number of shares of the Company's $0.01 par value voting common stock ("Shares") indicated in the Director's External Administrator account, or if this Agreement is delivered in hardcopy, set forth here: Grant Date [INSERT DATE] ; Number of Shares [INSERT NUMBER] , subject to the fulfillment of the conditions set forth below and pursuant to and subject to the terms and conditions set forth in the Plan. The Stock Award is an unfunded and unsecured promise by the Company to deliver Shares. Capitalized terms used and not otherwise defined herein are used with the same meanings as in the Plan.

Section 2. Vesting Period. The Stock Award shall be fully vested as to 100% of the Shares on the Grant Date referenced in Section 1 above.

Section 3. Nontransferability of Stock Award. This Stock Award shall not be transferable by the Director otherwise than by will or by the laws of descent and distribution. The terms of this Stock Award shall be binding on the executors, administrators, heirs and successors of the Director.

Section 4. Settlement of Stock Award. The Stock Award shall be settled on the later of (a) the date that the Stock Award vests in accordance with Section 2 hereof or (b) the payment date or event established pursuant to a valid election made by the Director in accordance with the terms and conditions of the Keysight Technologies, Inc. 2014 Deferred Compensation Plan for Non-Employee Directors or successor plan.

Section 5. Restrictions on Issuance of Shares of Common Stock. The Company shall not be obligated to issue any Shares pursuant to this Stock Award unless the Shares are at that time effectively registered or exempt from registration under the U.S. Securities Act of 1933, as amended, and as applicable, local laws. Further, notwithstanding anything to the contrary herein, the Company shall not be obligated to issue any Shares pursuant to this Stock Award if such issuance violates or is not in compliance with any Applicable Laws.

Section 6. Responsibility for Taxes. The Director acknowledges that, regardless of any action taken by the Company the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the

Director's participation in the Plan and legally applicable to the Director ("Tax-Related Items"), is and remains the Director's responsibility and may exceed any amount withheld by the Company. The Director further acknowledges that the Company (1) makes no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock Award, including, but not limited to, the grant, vesting or settlement of the Stock Award, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends or other distributions; and (2) does not commit to and is under no obligation to structure the terms of the grant or any aspect of the Stock Award to reduce or eliminate the Director's liability for Tax-Related Items or achieve any particular tax result. Further, if the Director is subject to Tax-Related Items in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, the Director acknowledges that the Company may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

The Company shall not be responsible for withholding any Tax-Related Items unless required by law and the Director acknowledges that the Director will consult with his or her personal tax advisor regarding the Tax-Related Items that arise in connection with the Stock Award.

To the extent that tax withholding is required under any applicable laws, the Director authorizes the Company to withhold in Shares otherwise issuable to the Director using applicable minimum statutory withholding rates, unless the use of such withholding method is not practicable under applicable tax or securities laws or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by withholding from the Director's cash compensation paid to the Director by the Company or selling or arranging for the sale of Shares that the Director acquires to meet the withholding obligation for Tax-Related Items (on the Director's behalf pursuant to this authorization), as elected by the Director. If any withholding obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Director is deemed to have been issued the full number of Shares subject to the Stock Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items. If any withholding obligation for Tax-Related Items is satisfied by selling Shares, the Company may apply maximum applicable rates, in which case the Director will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent.

Finally, the Director agrees to pay to the Company, any amount of Tax-Related Items that the Company may be required to withhold or account for as a result of the Director's participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Director fails to comply with the Director's obligations in connection with the Tax-Related Items.

Section 7. Adjustment. The number of Shares subject to this Stock Award and the price per Share, if any, of such Shares may be adjusted by the Company from time to time pursuant to the Plan.

Section 8. Nature of Award. In accepting the grant of this Stock Award, the Director acknowledges, understands and agrees that:

a.the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;

b.the grant of the Stock Award is voluntary and occasional and does not create any contractual or other right to receive future grants of Stock Awards, or benefits in lieu of Stock Awards, even if Stock Awards have been granted in the past;

c.all decisions with respect to future Stock Award or other grants, if any, will be at the sole discretion of the Company;

d.the Stock Award grant and the Director's participation in the Plan shall not be interpreted as forming an employment or services contract with the Company;

e.nothing contained in the Plan or this Award Agreement shall confer on the Director any right to continue to serve as a director of the Company;

f.the Director is voluntarily participating in the Plan;

g.the future value of the Shares is unknown, indeterminable and cannot be predicted with certainty, the Company makes no representation regarding such future value and the Company is not responsible for any decrease in value or, if applicable, any foreign exchange fluctuations between the Director's local currency and the United States Dollar that may affect such value;

h.Applicable Laws (including any rules or regulations governing securities, foreign exchange, tax, labor or other matters) of the country in which the Director is residing or performing services at the time of grant, vesting or settlement of the Stock Award or the sale of Shares may subject the Director to additional procedural or regulatory requirements that the Director solely is responsible for and must independently fulfill in relation to ownership or sale of such Shares; and

i.the ownership of Shares or assets and/or the holding of a bank or brokerage account may subject the Director to reporting requirements imposed by tax, banking, and/or other authorities in the Director's country, that the Director solely is responsible for complying with such requirements, and that any cross-border cash remittance made to transfer of proceeds received upon the sale of Shares must be made through a locally authorized financial institution or registered foreign exchange agency and may require the Director to provide to such entity certain information regarding the transaction.

Section 9. No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Director's participation in the Plan, or the Director's acquisition or sale of the Shares. The Director is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.

Section 10. Data Privacy. The Director hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Director's personal data as described in this Award Agreement and any other Stock Award grant materials ("Data") by the Company for the exclusive purpose of implementing, administering and managing the Director's participation in the Plan.

The Director understands that the Company may hold certain personal information about the Director, including, but not limited to, the Director's name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all Stock Awards or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in the Director's favor, for the exclusive purpose of implementing, administering and managing the Plan.

The Director understands that Data will be transferred to the External Administrator, or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. The Director understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipients' country (e.g., the United States) may have different data privacy laws and protections than the Director's country. The Director understands that if he or she resides outside the United States, he or she may request a list with the names and addresses of any potential recipients of the Data by contacting the Company. The Director authorizes the Company, the External Administrator and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing his or her participation in the Plan. The Director understands that Data will be held only as long as is necessary to implement, administer and manage the Director's participation in the Plan. The Director understands if he or she resides outside the United States, he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting the Company in writing. Further, the Director understands that he or she is providing the consents herein on a purely voluntary basis. If the Director does not consent, or if the Director later seeks to revoke his or her consent, the Company will not be able to grant the Director the Stock Award or other equity awards or administer or maintain such awards. Therefore, the Director understands that refusing or withdrawing his or her consent may affect the Director's ability to participate in the Plan. For more information on the consequences of the Director's refusal to consent or withdrawal of consent, the Director understands that he or she may contact the Company.

Section 11. No Rights Until Issuance. The Director shall have no rights hereunder as a shareholder with respect to any Shares subject to this Stock Award until the date that Shares are issued to the Director. The Administrator in its sole discretion may substitute a cash payment in lieu of Shares, such cash payment to be equal to the Fair Market Value of the Shares on the date that such Shares would have otherwise been issued under the terms of the Award Agreement.

Section 12. Administrative Procedures. The Director agrees to follow the administrative procedures that may be established by the Company and/or its designated broker for participation in the Plan which may include a requirement that the Shares be held by the Company's designated broker until the Director disposes of such Shares.

Section 13. Governing Law and Venue. This Award Agreement shall be governed by and construed according to the laws of the State of Delaware without regard to its principles of conflicts of laws, as provided in the Plan. Any proceeding arising out of or relating to this Award Agreement or the Plan may be brought only in the state or federal courts located in the Northern District of California where this grant is made and/or to be performed, and the parties to this Award Agreement consent to the exclusive jurisdiction of such courts.

Section 14. Amendment. This Stock Award may be amended as provided in the Plan.

Section 15. Language. If the Director has received this Award Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

Section 16. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Director hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

Section 17. Severability. The provisions of this Award Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

Section 18. Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Director's participation in the Plan, on the Stock Award and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Director to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

Section 19. Non-U.S. Insider Trading Restrictions/Market Abuse Laws. The Director acknowledges that, depending on his or her country of residence, the Director may be subject to insider trading restrictions and/or market abuse laws, which may affect his or her ability to acquire or sell Shares or rights to Shares (e.g. Stock Awards) under the Plan during such times as the Director is considered to have "inside information" regarding the Company (as defined by any applicable laws in the Director's country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Director is responsible for ensuring compliance with any applicable restrictions and is encouraged to consult his or her personal legal advisor on this matter.

Section 20. Waiver. The Director acknowledges that a waiver by the Company of breach of any provision of this Award Agreement shall not operate or be construed as a waiver of any other provision of this Award Agreement, or of any subsequent breach by the Director or any other the Director.

Section 21. Section 409A of the Code. This Stock Award shall be administered, interpreted, and construed in a manner that does not result in the imposition on the Director of any additional tax, penalty, or interest under Section 409A of the Code. The preceding provision, however, shall not be construed as a guarantee of any particular tax effect and the Company shall not be liable to the Director if any payment made under this Stock Award is determined to result in an additional tax, penalty, or interest under Section 409A of the Code, nor for reporting in good faith any payment made under any Award as an amount includible in gross income under Section 409A of the Code.

Section 22. Entire Agreement. The Plan is incorporated herein by reference. The Plan and this Award Agreement (including Appendix A attached hereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Director with respect to the subject matter hereof, and may not be modified adversely to the Director's interest except by means of a writing signed by the Company and the Director, unless such modification is deemed necessary by the Administrator in order to comply with Applicable Laws.

Section 23. Acceptance and Rejection; Binding Agreement; Interpretation. This Award Agreement is one of the documents governing this Stock Award, which the Director must accept or reject online through the External Administrator's website. The Director may also accept this Stock Award by signing a hard copy of the Award Agreement and returning it to the Company's Shareholder Records department, in addition to the online acceptance. Further, by accepting the grant of this Stock Award the Director agrees that this Stock Award is granted under and governed by the terms and conditions of the Plan and this Award Agreement. The Director has reviewed the Prospectus and this Award Agreement in their entirety, has had an opportunity to obtain the advice of counsel prior to accepting the Stock Award and fully understands all provisions of the Prospectus and Award Agreement. The Director acknowledges that he or she agrees to accept as binding, conclusive and final all decisions or interpretations of the Company upon any questions relating to the Plan and Award Agreement.


			KEYSIGHT TECHNOLOGIES, INC.
			By:

			Name:
			Title:

Document

Exhibit 10.2

KEYSIGHT TECHNOLOGIES, INC.

2014 EQUITY INCENTIVE AND COMPENSATION PLAN GLOBAL STOCK OPTION AWARD AGREEMENT

THIS GLOBAL STOCK OPTION AWARD AGREEMENT, including any additional terms for your country in Appendix A attached hereto (collectively this "Award Agreement"), dated as of the date of grant (the "Grant Date") indicated in your account maintained by Fidelity Stock Plan Services, LLC or such other company that may provide administrative services in connection with the Plan in the future (the "External Administrator"), between Keysight Technologies, Inc., a Delaware corporation (the "Company"), and you as an individual who has been granted a stock option pursuant to the Keysight Technologies, Inc. 2014 Equity and Incentive Compensation Plan (the "Awardee") is entered into as follows:

WITNESSETH:

WHEREAS, the Compensation and Human Capital Committee of the Board of Directors of the Company (the "Committee") or its authorized delegate(s) determined that the Awardee shall be granted an option under the Keysight Technologies, Inc. 2014 Equity and Incentive Plan (the “Plan”) as hereinafter set forth; and

NOW THEREFORE, the parties hereby agree that the Company grants the Awardee an option ("Option") to purchase the number of shares of the Company's $0.01 par value voting Common Stock ("Shares") indicated in the Awardee's External Administrator account subject to the terms and conditions set forth herein and in the Plan.

1.Governing Document. This Option is granted under and pursuant to the Plan and is subject to each and all of the provisions thereof. In the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Award Agreement, the terms and conditions of the Plan shall prevail. Capitalized terms used and not otherwise defined herein are used with the same meanings as in the Plan.

2.Option Price. The Option price shall be equal to the Fair Market Value (as defined in the Plan) of the underlying shares on the Grant Date, unless otherwise required by local law as noted in Appendix A. The Option price for this grant is indicated in the Awardee's External Administrator account.

3.Non-Transferability of Option. This Option is not transferable by the Awardee except by will or the laws of descent and distribution. During the Awardee's lifetime, only the Awardee can exercise this Option. This Option may not be transferred, assigned, pledged or hypothecated by the Awardee during his or her lifetime, whether by operation of law or otherwise, and is not subject to execution, attachment or similar process.

4.Vesting Schedule. So long as the Awardee retains status as an Awardee Eligible to Vest as such term is defined in the Plan, this Option will vest in whole or in part, in accordance with the following vesting schedule: [INSERT VESTING SCHEDULE]

5.Exercise of the Option. Options may be exercised in any manner permitted by the External Administrator and will be subject to such administrator's fees and procedures. The Company reserves the right to limit availability of certain methods of exercise as it deems necessary, including those limitations set forth in Appendix A to this Award Agreement.

6.Term of the Option. This Option will expire ten (10) years from the Grant Date, unless sooner terminated, forfeited, or canceled in accordance with the provisions of the Plan. This means that the Option must be exercised, if at all, on or before the expiration date. This expiration date is indicated in the Awardee's External Administrator account. The Awardee is responsible for keeping track of this date (or any earlier Option termination date following the Awardee's Termination of Service, as set forth in Section 7 below) and will not receive any prior notification of the expiration date from the Company.

7.Termination of Service

a.General. When the Awardee ceases to be an Awardee Eligible to Vest, any unvested portion of the Option shall be terminated immediately and any vested but unexercised portion of the Option shall terminate on the earlier of the expiration date or three (3) months after the Awardee loses status as an Awardee Eligible to Vest, unless the Awardee ceases to be an Awardee Eligible to Vest due to the Awardee’s death, total and permanent disability, Retirement (defined below) or participation in the Company’s Workforce Management Program, as set forth in Sections 7 (b), (c), (d) and (e) below.

Except as the Administrator or its designee may otherwise determine, for purposes of the Option, the Awardee shall cease to be an Awardee Eligible to Vest on the date the Awardee ceases to actively perform services for the Company or any Subsidiary or Affiliate (the "Termination Date") (regardless of the reason for such termination and whether or not later to be found invalid or in breach of employment laws in the jurisdiction where the Awardee is employed or the terms of the Awardee's employment agreement, if any), and unless otherwise expressly provided in Sections 7(b), (c), (d) or (e) below or determined by the Administrator or its designee, the Awardee's right to vest in the Option under the Plan, if any, will terminate as of such date and will not be extended by any notice period (e.g., Awardee's period of Service would not include any contractual notice period or any period of "garden leave" or similar period mandated under employment laws in the jurisdiction where the Awardee is employed, including, but not limited to statutory law, regulatory law and/or common law, or the terms of the Awardee's employment agreement, if any); furthermore, the Awardee's right to exercise the Option after termination of Service, if any, will be measured from the Termination Date and will not be extended by any notice period; the Administrator or its designee shall have the exclusive discretion to determine when the Awardee is no longer providing Service for purposes of the Option. If, for any reason, the Awardee does not exercise his or her vested Option within the appropriate exercise period set forth in this Section 7, the Option shall automatically terminate, and the underlying Shares covered by such Option shall revert to the Plan.

b.Retirement of Awardee. Except in a case where Section 4(c) or 4(d) hereof applies, if the Awardee ceases to be an Awardee Eligible to Vest for any reason after attaining both age 55 and 15 full-time equivalent years of service as an employee of the Company or its Subsidiaries or Affiliates (“Retirement”), all unvested Options shall continue to vest in accordance

with the vesting schedule set forth in Section 4 above. Further, the Awardee retains rights in this Option until the expiration date; provided that in the event of such Awardee's death prior to the expiration date, his or her legal representative or designated beneficiary shall have the right to exercise the Awardee's rights under this Option before the earlier of the expiration date or one (1) year after the death of the Awardee, and shall be bound by the provisions of the Plan. The Administrator, in its sole discretion, may amend or eliminate the provisions of this Section 7(b), as it determines is necessary or advisable in view of applicable local laws or legal judgments.

c.Disability of Awardee. If the Awardee ceases to be an Awardee Eligible to Vest as a result of the Awardee's total and permanent disability, all unvested Options shall immediately vest and may be exercised until the earlier of the expiration date or three (3) years from the Awardee's Termination Date.

d.Death of Awardee. If the Awardee dies while providing Service or after the Awardee's Retirement, all unvested Options shall immediately vest. The Awardee's legal representative or designated beneficiary shall have the right to exercise the Awardee's right under this Option before the earlier of the expiration date or one (1) year after the death of the Awardee, and shall be bound by the provisions of the Plan.

e.Workforce Management Program. Except in a case where Section 4(b) hereof applies, if the Awardee ceases to be an Awardee Eligible to Vest as a result of participation in the Company's U.S. Workforce Management Program (or any analogous local program providing for severance in the case of Company initiated job elimination or reduction in force), any unvested Option shall immediately vest and may be exercised until the earlier of the expiration date or three (3) months from the Awardee's Termination Date.

8.Change of Control. In the event of a Change of Control of the Company (as defined in Section 18(c) of the Plan or any successor), the Option shall vest in full immediately prior to the closing of the transaction. The foregoing shall not apply where the Option is assumed, converted or replaced in full by the successor corporation or a parent or subsidiary of the successor; provided, however, that in the event of a Change of Control in which one or more of the successor or a parent or subsidiary of the successor has issued publicly traded equity securities, the assumption, conversion, replacement or continuation shall be made by an entity with publicly traded securities and shall provide that the holders of such assumed, converted, replaced or continued stock options shall be able to acquire such publicly traded securities.

9.Restrictions on Issuance of Shares of Common Stock. The Company shall not be obligated to issue any Shares pursuant to this Option unless the Shares are at that time effectively registered or exempt from registration under the U.S. Securities Act of 1933, as amended, and, as applicable, local laws. Further, notwithstanding anything to the contrary herein, the Company shall not be obligated to issue any Shares pursuant to this Option if such issuance violates or is not in compliance with any Applicable Laws.

10.Responsibility for Taxes. The Awardee acknowledges that, regardless of any action taken by the Company or, if different, the entity to which the Awardee is providing Service (the "Employer") the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to the Awardee's participation in the Plan and legally

applicable to the Awardee ("Tax-Related Items"), is and remains the Awardee's responsibility and may exceed any amount withheld by the Company or the Employer. The Awardee further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Option, including, but not limited to, the grant, vesting or exercise of the Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Option to reduce or eliminate the Awardee's liability for Tax-Related Items or achieve any particular tax result. Further, if the Awardee is subject to Tax-Related Items in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, the Awardee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

The Awardee authorizes the Company and/or the Employer to, in the sole discretion of the Company and/or the Employer, withhold all applicable Tax-Related Items legally payable by the Awardee from the Awardee's wages or other cash compensation paid to the Awardee by the Company and/or the Employer, within legal limits, or from proceeds of the sale of shares of Common Stock. Alternatively, or in addition, if permissible under local law, the Company may in its sole discretion (1) sell or arrange for the sale of shares of Common Stock that the Awardee acquires to meet the withholding obligation for Tax-Related Items (on the Awardee's behalf pursuant to this authorization), (2) withhold from proceeds of the sale of shares of Common Stock acquired upon exercise of the Option and/or (3) withhold in shares of Common Stock, provided that the Company only withholds the amount of shares of Common Stock necessary to satisfy the minimum withholding amount (to the extent required to avoid adverse accounting consequences). Notwithstanding the foregoing, if the Awardee is an officer of the Company within the meaning of the Exchange Act, the Company shall not have discretion to withhold in shares of Common Stock, as set forth under alternative (3) above; any such share withholding shall be approved by the Administrator.

Depending on the withholding method, the Company may withhold or account for Tax- Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case the Awardee will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Awardee is deemed to have been issued the full number of Shares subject to the exercised Option, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items.

Finally, the Awardee agrees to pay to the Company or the Employer, any amount of Tax- Related Items that the Company or the Employer may be required to withhold or account for as a result of the Awardee's participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if the Awardee fails to comply with the Awardee's obligations in connection with the Tax- Related Items.

11.Adjustment. The number of Shares subject to this Option and the Option price of such Shares may be adjusted by the Company from time to time pursuant to the Plan.

12.Nature of the Option. In accepting the grant of this Option, the Awardee acknowledges, understands and agrees that:

b.the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted in the past;

c.all decisions with respect to future option or other grants, if any, will be at the sole discretion of the Company;

d.the Option grant and the Awardee's participation in the Plan shall not create a right to provide Service or be interpreted as forming an employment or services contract with the Company, the Employer or any Subsidiary or Affiliate and shall not interfere with the ability of the Company, the Employer or any Subsidiary or Affiliate, as applicable, to terminate the Awardee's Service;

e.the Awardee is voluntarily participating in the Plan;

f.the Option and the Shares subject to the Option are not intended to replace any pension rights or compensation;

g.the Option and the Shares subject to the Option, and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, profit-sharing payments, pension, retirement or welfare benefits or similar payments;

h.the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty, the Company makes no representation regarding such future value and neither the Company, the Employer nor any Subsidiary or Affiliate is responsible for any decrease in value or any foreign exchange fluctuations between the Awardee's local currency and the United States Dollar that may affect such value;

i.if the Shares do not increase in value, the Option will have no value;

j.if the Awardee exercises the Option and acquires Shares, the value of such Shares may increase or decrease, even below the Option price;

k.this Award Agreement is between the Awardee and the Company, and the Employer (if different) is not a party to this Award Agreement;

l.in consideration of the grant of the Option to which the Awardee is otherwise not entitled, no claim or entitlement to compensation or damages shall arise from forfeiture of the Option resulting from the termination of the Awardee's Service (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where the Awardee is employed or the terms of the Awardee's employment agreement, if any);

m.Applicable Laws (including any rules or regulations governing securities, foreign exchange, tax, labor or other matters) of the country in which the Awardee is residing or working at the time of grant, vesting or exercise of the Option or the sale of Shares may subject

the Awardee to additional procedural or regulatory requirements that the Awardee solely is responsible for and must independently fulfill in relation to ownership or sale of such Shares; and

n.the ownership of Shares or assets and/or the holding of a bank or brokerage account may subject the Awardee to reporting requirements imposed by tax, banking, and/or other authorities in the Awardee's country; the Awardee solely is responsible for complying with such requirements, and any cross-border cash remittance made to transfer of proceeds received upon the sale of Shares must be made through a locally authorized financial institution or registered foreign exchange agency and may require the Awardee to provide to such entity certain information regarding the transaction.

13.No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding the Awardee's participation in the Plan, or the Awardee's acquisition or sale of the underlying Shares. The Awardee is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.

14.Data Privacy. The Awardee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Awardee's personal data as described in this Award Agreement and any other Option grant materials ("Data") by and among, as applicable, the Employer, the Company and its Subsidiaries and Affiliates for the exclusive purpose of implementing, administering and managing the Awardee's participation in the Plan.

The Awardee understands that the Company and the Employer may hold certain personal information about the Awardee, including, but not limited to, the Awardee's name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all Options or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in the Awardee's favor, for the exclusive purpose of implementing, administering and managing the Plan.

The Awardee understands that Data will be transferred to the External Administrator, or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. The Awardee understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipients' country (e.g., the United States) may have different data privacy laws and protections than the Awardee's country. The Awardee understands that if he or she resides outside the United States, he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. The Awardee authorizes the Company, the External Administrator and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing his or her participation in the Plan. The Awardee understands that Data will be held only as long as is necessary to implement, administer and manage the Awardee's participation in the Plan. The Awardee understands if he or she resides outside the United States, he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her local human resources representative. Further, the Awardee understands that he or she is providing the consents herein on a purely voluntary basis. If the Awardee does not consent, or if the

Awardee later seeks to revoke his or her consent, his or her Service and career with the Employer will not be adversely affected; the only consequence of refusing or withdrawing the Awardee's consent is that the Company would not be able to grant the Awardee Options or other equity awards or administer or maintain such awards. Therefore, the Awardee understands that refusing or withdrawing his or her consent may affect the Awardee's ability to participate in the Plan. For more information on the consequences of the Awardee's refusal to consent or withdrawal of consent, the Awardee understands that he or she may contact his or her local human resources representative.

15.No Rights Until Issuance. The Awardee shall have no rights hereunder as a shareholder with respect to any Shares subject to this Option until the date that Shares are issued to the Awardee upon exercise of the Option.

16.Recoupment. This Option is subject to the terms of the Keysight Technologies Compensation Recovery Policy as in effect from time to time (the "Policy"), if and to the extent that the Policy by its terms applies to the Option and the Awardee; and the terms of the Policy are incorporated by reference herein and made a part hereof.

17.Administrative Procedures. The Awardee agrees to follow the administrative procedures that may be established by the Company and/or the External Administrator for participation in the Plan which may include a requirement that the Shares issued upon exercise be held by the External Administrator until the Awardee disposes of such Shares. The Awardee agrees to update the Company with respect to the Awardee's home address, contact information and any information necessary for the Company or one of its Affiliates to process any required tax withholding or reporting related to this Option.

18.Entire Agreement; Amendment. The Plan is incorporated herein by reference. The Plan and this Award Agreement constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and the Awardee with respect to the subject matter hereof, and may not be modified adversely to the Awardee's interest except by means of a writing signed by the Company and the Awardee, unless such modification is deemed necessary by the Administrator in order to comply with Applicable Laws. Otherwise, this Option may be amended as provided in the Plan.

19.Governing Law and Venue. This Award Agreement shall be governed by and construed according to the laws of the State of Delaware without regard to its principles of conflicts of laws, as provided in the Plan. Any proceeding arising out of or relating to this Award Agreement or the Plan may be brought only in the state or federal courts located in the Northern District of California where this grant is made and/or to be performed, and the parties to this Award Agreement consent to the exclusive jurisdiction of such courts.

20.Language. The Awardee acknowledges that he or she may be executing part or all of the Award Agreement in English and agrees to be bound accordingly. If the Awardee has received this Award Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

21.Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Awardee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan

through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

22.Severability. The provisions of this Award Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

23.Appendix A. Notwithstanding any provisions in this Award Agreement, the Option grant shall be subject to any special terms and conditions set forth in Appendix A to this Award Agreement for the Awardee's country. Moreover, if the Awardee relocates to one of the countries included in Appendix A, the special terms and conditions for such country will apply to the Awardee, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. Appendix A constitutes part of this Award Agreement.

24.Imposition of Other Requirements. The Company reserves the right to impose other requirements on the Awardee's participation in the Plan, on the Option and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require the Awardee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

25.Insider Trading Restrictions/Market Abuse Laws. The Awardee acknowledges that, depending on his or her country of residence, the Awardee may be subject to insider trading restrictions and/or market abuse laws, which may affect his or her ability to acquire or sell Shares or rights to Shares (e.g., Options) under the Plan during such times as the Awardee is considered to have "inside information" regarding the Company (as defined by any applicable laws in the Awardee's country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. The Awardee is responsible for ensuring compliance with any applicable restrictions and is encouraged to consult his or her personal legal advisor on this matter.

26.Waiver. The Awardee acknowledges that a waiver by the Company of breach of any provision of this Award Agreement shall not operate or be construed as a waiver of any other provision of this Award Agreement, or of any subsequent breach by the Awardee or any other Awardee.

27.Acceptance and Rejection. This Award Agreement is one of the documents governing this Option, which the Awardee must accept or reject online through the External Administrator's website. In certain countries, the Awardee must also sign and return an executed Award Agreement to the Company's Shareholder Records department, in addition to the online acceptance. Further, by accepting the grant of this Option the Awardee agrees that this Option is granted under and governed by the terms and conditions of the Plan and this Award Agreement (including Appendix A), and the Awardee acknowledges that he or she agrees to accept as binding, conclusive and final all decisions or interpretations of the Company upon any questions relating to the Plan and Award Agreement.


			KEYSIGHT TECHNOLOGIES, INC.
			By:

			Name:
			Title:


			Accepted and agreed as to the foregoing:
			AWARDEE

			Signature

			Print Name

			Date Employee Number

APPENDIX A

KEYSIGHT TECHNOLOGIES, INC.

2014 EQUITY INCENTIVE AND COMPENSATION PLAN STOCK OPTION AWARD AGREEMENT

COUNTRY-SPECIFIC TERMS AND CONDITIONS

All capitalized terms used in this Appendix A that are not defined herein have the meanings defined in the Plan or the Stock Option Award Agreement (the "Award Agreement"). This Appendix A constitutes part of the Award Agreement.

This Appendix A includes additional or different terms and conditions that govern the Option if the Awardee works or resides in one of the countries listed below. In the event of any conflict or inconsistency between the terms of this Appendix A and the Award Agreement, the terms of this Appendix A shall govern.

The Awardee understands that if the Awardee is a citizen or resident of a country other than the one in which he or she is currently working, transfers Service and/or residency after the Grant Date or is considered a resident of another country for local law purposes, the Company shall, in its discretion, determine to what extent the terms and conditions contained herein shall apply to the Awardee.

ARGENTINA

Exchange Control Restrictions. The Awardee acknowledges, understands and agrees that under current exchange control laws in Argentina, the Awardee is not permitted to purchase and remit foreign currency out of Argentina for the purpose of acquiring foreign securities (including Shares).

The Awardee further acknowledges, understands and agrees that the Company has no liability if the Awardee is unable to exercise the Option due to exchange control restrictions and that the Company reserves the right not to honor the exercise and/or to impose further terms and conditions on the exercise of the Option and the issuance of Shares pursuant to the Option if it determines that any regulatory requirements have not been met. In particular, but without limitation to the foregoing, the Company reserves the right to (a) require that the Awardee make payment of the aggregate exercise price by a method that does not involve that the Awardee advance any funds (e.g., by a "cashless exercise" arrangement), and/or (b) cancel the option in exchange for such cash consideration that the Committee, in its sole discretion, may consider appropriate.

AUSTRALIA

Australian Offer Document. Awardee understands and agrees that Awardee's right to participate in the Plan and Options granted under the Plan are subject to an Australian Offer Document. Awardee's right to be granted and exercise Options and acquire Shares under the Plan is subject to the terms and conditions as stated in the Australian Offer Document, the Plan and the Award Agreement.

AUSTRIA

There are currently no country-specific provisions.

BELGIUM

Tax Considerations. A copy of the Grant Notification, Acceptance Form and Belgian Tax Undertaking Agreement in addition to this Award Agreement are available here. The Awardee should consult his or her personal tax advisor with respect to acceptance of the Option and completing the additional forms. The Awardee acknowledges that he or she must sign and return this Award Agreement and the additional forms in order for such documents to be effective.

BRAZIL

Compliance with Law. By accepting the Option, the Awardee acknowledges his or her agreement to comply with applicable Brazilian laws and to pay any and all applicable taxes associated with the Option, the receipt of any dividends, and the sale of Shares acquired under the Plan.

CANADA

Method of Exercise. This provision supplements Section 5 of the Award Agreement:

Notwithstanding anything to the contrary in the Plan or the Award Agreement, the Awardee will not be permitted to pay the Option price or any Tax-Related Items by delivery to the Company, or attestation to the Company of ownership, of other Shares, or by using a "net exercise" arrangement.

Termination of Service. Awardee understands and agrees that, in the event of termination of the Awardee's Service, Awardee's right to participate in the Plan and the treatment of Awardee's Option, if any, will be governed in accordance with Section 7(a) of the Award Agreement, and not under employment laws in the jurisdiction where Awardee is providing Service, including, but not limited to statutory law, regulatory law and/or common law.

The following provisions will apply if the Awardee is a resident of Quebec:

Language Consent. The parties acknowledge that it is their express wish that the Award Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

Consentement Relatif à la Langue Utilisée. Les parties reconnaissent avoir exigé la rédaction en anglais de la présente convention (« Award Agreement »), ainsi que de tous documents exécutés, avis donnés et procédures judiciaires intentées en vertu de ou liés directement ou indirectement à la présente convention (« Award Agreement »).

Data Privacy. This provision supplements Section 14 of the Award Agreement:

The Awardee hereby authorizes the Company and the Company's representatives to discuss with and obtain all relevant information from all personnel, professional or not, involved in the administration and operation of the Plan. The Awardee further authorizes the Company, any Subsidiary or Affiliate and the External Administrator to disclose and discuss the Plan with their advisors. The Awardee further authorizes the Company, any Subsidiary or Affiliate and the External Administrator to record such information and to keep such information in his or her employee file.

CHINA

These provisions apply only to Awardees who are People’s Republic of China (“PRC”) nationals, unless otherwise determined by the Company or required by the State Administration of Foreign Exchange (“SAFE”).

Vesting Schedule. This provision supplements Section 4 of the Award Agreement:

Notwithstanding anything to the contrary in the Award Agreement, the Option shall not vest or be exercisable unless and until all necessary exchange control or other approvals with respect to the Option under the Plan have been obtained from SAFE. In the event that approval from SAFE ("SAFE Approval") has not been obtained prior to any date(s) on which any portion of the Option is scheduled to vest in accordance with the vesting schedule set forth in Section 4 of the Award Agreement, such portion of the Option will not vest until such SAFE Approval is obtained (the "Actual Vesting Date"). If the Awardee's Termination Date occurs prior to the Actual Vesting Date, the Awardee shall not be entitled to vest in any portion of the Option and the Option shall be forfeited without any liability to the Company or its Subsidiaries or Affiliates.

Manner of Exercise. Notwithstanding anything to the contrary in the Plan or Award Agreement, to facilitate compliance with exchange control laws in China, the Awardee will be required to pay the Option price with proceeds from a sale made pursuant to a broker-assisted same-day sale whereby all Shares subject to the exercised portion of the Option will be sold immediately upon exercise and the proceeds of sale, less the Option price, any Tax-Related Items and broker's fees or commissions, will be remitted to the Awardee in accordance with any applicable exchange control laws and regulations. The Company reserves the right to provide the Awardee with additional methods of payment depending on the development of local law.

Exchange Control Restrictions. The Awardee understands and agrees that the Awardee will be required to immediately repatriate to China the proceeds from the sale of any Shares acquired under the Plan. The Awardee further understands that such repatriation of the proceeds will need to be effected through a special exchange control account established by the Company or a Subsidiary or Affiliate, and the Awardee hereby consents and agrees that the proceeds from the sale of Shares acquired under the Plan may be transferred to such account by the Company (or the External Administrator) on the Awardee's behalf prior to being delivered to the Awardee. The Awardee also agrees to sign any agreements, forms and/or consents that may be reasonably requested by the Company (or the External Administrator) to effectuate such transfers.

The proceeds may be paid to the Awardee in U.S. dollars or local currency at the Company's discretion. If the proceeds are paid to the Awardee in U.S. dollars, the Awardee understands that he or she will be required to set up a U.S. dollar bank account in China so that the proceeds may be deposited into this account. If the proceeds are paid to the Awardee in local currency, (a) the Awardee acknowledges that the Company is under no obligation to secure any particular currency conversion rate and that the Company may face delays in converting the proceeds to local currency due to exchange control restrictions, and (b) the Awardee agrees to bear any currency fluctuation risk between the time the Shares are sold and the time the proceeds are converted to local currency and distributed to the Awardee. The Awardee agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China.

DENMARK

Termination of Service. Notwithstanding anything to the contrary in the Plan or the Award Agreement, unless otherwise provided in Section 7(b)-(e) of the Award Agreement, if an Awardee is terminated by the Company for any reason other than breach, any unvested Options will continue to vest under the vesting schedule set forth in Section 4 of the Award Agreement; the Awardee retains rights in this Option until the expiration date. Furthermore, notwithstanding anything to the contrary in the Plan or the Award Agreement, unless otherwise provided in Section 7(b)-(e) of the Award Agreement, in the event that an Awardee resigns his or her Service or is terminated for breach by the Company, any unvested portion of the Option shall be terminated immediately; all rights of the Awardee in this Option, to the extent that it has vested but has not been exercised, shall terminate on the earlier of the expiration date or three (3) months after the Awardee's Termination Date.

Danish Stock Option Act. By accepting this Option, the Awardee acknowledges that he or she has received an Employer Statement translated into Danish, which is being provided to comply with the Danish Stock Option Act.

FINLAND

There are currently no country-specific provisions.

FRANCE

French-Qualified Option. This Option is intended to qualify for the specific tax and social security treatment in France under Section L. 225-177 to L. 225-186-1 of the French Commercial Code, as amended (a "French-qualified" Option). Certain events may affect the status of the Option as French- qualified, and the Option may be disqualified in the future. The Company does not make any undertaking or representation to maintain the qualified status of the Options. If the Option no longer qualifies as a French-qualified Option, the specific tax and social security treatment will not apply, and the Awardee will be required to pay his or her portion of social security contributions resulting from the Options (as well as any income tax that is due).

Plan and Sub-Plan Terms. The Option is subject to the terms and conditions of the Plan and the Rules of the Keysight Technologies, Inc. 2014 Equity and Incentive Compensation Plan for Stock Options Granted to Employees in France (the "French Option Sub-plan"). To the extent that any term is defined in both the Plan and the French Option Sub-plan, for purposes of this grant of a French- qualified Option, the definitions in the French Option Sub-plan shall prevail.

Option price. This provision replaces Section 2 of the Award Agreement:

The Option price shall be determined in the manner set forth in Section 4 of the French Option Sub- Plan. The Option price for this grant is indicated in the Awardee's External Administrator account.

Term of the Option. This provision replaces Section 6 of the Award Agreement:

This Option will expire nine (9) years and six (6) months from the Grant Date, unless sooner terminated, forfeited, or canceled in accordance with the provisions of the Plan. This means that the Option must be exercised, if at all, on or before the expiration date. This expiration date is indicated in the Awardee's External Administrator account. The Awardee is responsible for keeping track of this

date (or any earlier Option termination date following the Awardee's Termination of Service, as set forth in Section 7 of the Award Agreement) and will not receive any prior notification of the expiration date from the Company.

Death of Awardee. This provision replaces Section 7(d) of the Award Agreement:

If the Awardee dies while providing Service or after the Awardee's Retirement, all unvested Options shall immediately vest. The Awardee's heirs shall have the right to exercise the Awardee's right under this Option for a period of six (6) months following the Awardee's death. If the Awardee's heirs do not exercise this Option within six (6) months of the Awardee's death, this Option will be forfeited and Optionee’s heirs will not be able to exercise the Option.

Restrictions on Sale of Shares of Common Stock. If the Awardee qualifies as a managing director of the Company under French law ("mandataires sociaux" i.e., Président du Conseil d'Administration, Directeur Général, Directeur Général Délégué, Membre du Directoire, Gérant de Sociétés par actions), the Awardee is required to hold 20% of the Shares issued upon the exercise of the Option in a nominative account under the procedures implemented by the Company and is not permitted to sell or transfer the Shares until he or she ceases to serve as a managing director, as long as this restriction is a requirement under French law and unless law or regulations provide for a lower percentage (in which case these requirements apply to the lower percentage of Shares required to be held).

Consent to Receive Information in English. By accepting the Option, the Awardee confirms having read and understood the documents related to the Option (the Plan and the Award Agreement) which were provided in the English language. The Awardee accepts the terms of these documents accordingly.

Consentement Relatif à l'Utilisation de l’Anglais. En acceptant l'Option (« Option »), le Bénéficiaire confirme avoir lu et compris les documents relatifs à l’Option (le Plan (« Keysight Technologies, Inc. 2014 Equity and Incentive Compensation Plan ») et le Contrat d'Attribution) qui ont été remis en anglais. Le Bénéficiaire accepte les termes de ces documents en connaissance de cause.

GERMANY

There are currently no country-specific provisions.

HONG KONG

Sale of Shares. Notwithstanding anything to the contrary in the Award Agreement or the Plan, in the event the Option vests and the Awardee or his or her heirs and representatives exercise the Option such that Shares are issued to the Awardee or his or her heirs and representatives within six (6) months of the Grant Date set forth in the Agreement, the Awardee agrees that the Awardee or his or her heirs and representatives will not dispose of any Shares acquired prior to the six-month anniversary of the Grant Date.

Nature of Scheme. The Company specifically intends that the Plan will not be an occupational retirement scheme for purposes of the Occupational Retirement Schemes Ordinance.

Securities Law Acknowledgment: The Awardee understands that the offer of the Option and Shares under the Plan does not constitute a public offering of securities and is available only to Employees, Directors or Consultants of the Company or its Subsidiaries or Affiliates.

The Award Agreement and the Plan, and other incidental communication materials related to the Option have not been prepared in accordance with and are not intended to constitute a "prospectus" for a public offering of securities under the applicable companies and securities legislation in Hong Kong. Nor have the documents been reviewed by any regulatory authority in Hong Kong. The Option, the Award Agreement and the Plan, and any incidental communication materials, are intended solely for the personal use of the Awardee and may not be distributed to any other person. The Awardee is advised to exercise caution in relation to this offer of the Option under the Plan. If the Awardee is in any doubt about any of the contents of the Award Agreement, including this Appendix, or the Plan, or any incidental communication materials, the Awardee should obtain independent professional advice.

INDIA

Exercise Restriction. Notwithstanding anything to the contrary in the Plan or Award Agreement, due to legal restrictions in India, the Awardee will not be permitted to pay the Option price by the cashless "sell-to-cover" method of exercise (i.e., where Shares subject to the Option will be sold immediately upon exercise and the proceeds of the sale will be remitted to the Company to cover the purchase price for the purchased shares and any Tax-Related Items or Fringe Benefit Tax withholding). The Company reserves the right to permit this method of payment depending on the development of local law.

Exchange Control Obligations. The Awardee understands that the Awardee must repatriate any funds received pursuant to the Plan (e.g., proceeds from the sale of Shares, cash dividends) to India. In the case of proceeds from the sale of Shares, the Awardee acknowledges that such repatriation must occur within ninety (90) days of receipt and in the case of dividends, Awardee acknowledges that such repatriation must occur within 180 days of receipt. The Awardee should obtain a foreign inward remittance certificate ("FIRC") from the bank where the Awardee deposits the foreign currency and maintain the FIRC as evidence of the repatriation of funds in the event the Reserve Bank of India or the Employer requests proof of repatriation. The Awardee is also responsible for complying with any other exchange control laws in India that may apply to the Option or the Shares acquired under the Plan.

ISRAEL

Securities Law Acknowledgement. The Awardee acknowledges, understands and agrees that this offer of the Option does not constitute a public offering under the Securities Law, 1968.

Grant Subject to Terms and Conditions of Israel Sub-Plan. The Option is offered to the Awardee subject to, and in accordance with, the terms of the Plan and its Sub-Plan for Participants in Israel (the "Israel Sub-Plan"). As such, the Option is intended to qualify for specific tax and social security treatment in Israel under Section 102 (together with its subsections and any similar successor provisions, "Section 102") of the Israeli Income Tax Ordinance [New Version] 1961, as now in effect or as hereafter amended. Certain events may affect the status of the Option as qualified under Section 102 and the Option may be disqualified in the future. The Company does not make any undertaking or representation to maintain the qualified status of the Option.

The Options, the Shares and any rights issued pursuant to the Options and Shares (other than cash dividends) shall be controlled by Meitav Benefits Trust Company, S.G.S Trusts or another trustee selected by the Company (the "Trustee") for the Awardee's benefit for at least such period of time as required by Section 102 or by the Israeli Tax Authority (the "Lock-Up Period").

By accepting the Option, the Awardee agrees to be bound by the terms of the Plan, the Israel Sub-Plan, the Agreement, the trust and services agreement (the "Trust Agreement") with the Trustee, and, upon request of the Company or the Employer, agrees to provide written consent to the terms of any tax ruling or agreement obtained by the Company or the Employer with regard to the Plan and the Israel Sub-Plan ("Tax Ruling").

Until further election by the Company, the Option and any Shares received upon exercise of the Option are intended to qualify for the tax treatment available in Israel pursuant to the provisions of the "capital gain trustee track" under Section 102, including the provisions of the Income Tax Rules (Tax Benefits in Shares Issuance to Employees), 2003 and any Tax Ruling.

The Option is subject to the trust ("Trust") established by the Trust Agreement with the Trustee. To receive the tax treatment provided for in Sections 102(b)(2) and 102(b)(3) of the ITO or successor statute, the Option will be "deposited" (as defined by the ITO) with the Trustee on behalf of the Awardee during the Lock-Up Period, which, until further election by the Company, shall be twenty- four (24) months from the Grant Date, or any other period determined under the ITO as now in effect or as hereafter amended or by the Israeli Income Tax Authority. Subject to the expiry of the Lock-Up Period and any further period included herein, the Awardee agrees that Shares acquired upon vesting of the Option will be held by the Trustee until the earlier of (a) the receipt by the Trustee of an acknowledgment from the Israeli Income Tax Authority that the Awardee has paid all applicable Tax- Related Items due pursuant to the ITO and Section 102, or (b) the Trustee withholds any applicable Tax-Related Items due pursuant to the ITO and Section 102. Notwithstanding the foregoing, in the event the Awardee shall elect to release any Shares acquired upon vesting of the Option prior to the conclusion of the Lock-Up Period, the tax consequences under Section 102 shall apply to and shall be borne solely by the Awardee.

The Company may in its sole discretion replace the Trustee from time to time and instruct the transfer of all Options and Shares held or administered by such Trustee at such time to its successor and the provisions of this Agreement shall apply to the new Trustee.

ITALY

Cashless Exercise Restriction. Notwithstanding anything to the contrary in the Award Agreement, the Awardee must exercise this Option using the cashless-sell-all exercise method. To complete a cashless-sell-all exercise, the Awardee should notify the External Administrator to: (a) sell all of the Shares upon exercise; (b) use the proceeds to pay the Option price, brokerage fees and any applicable Tax-Related Items; and (c) remit the balance in cash to the Awardee. If the Awardee does not complete this procedure, the Company may refuse to allow the Awardee to exercise this Option. The Company reserves the right to provide the Awardee with additional methods of exercise depending on local developments.

Data Privacy. This provision replaces Section 14 of the Award Agreement:

The Awardee understands that the Employer, the Company and any other Affiliate and Subsidiary may hold certain personal information about the Awardee, including, the Awardee's name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of the Option or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in the Awardee's favor ("Personal Data") and will process such data for the exclusive purpose of implementing, managing and administering the Plan.

The Awardee also understands that providing the Company with Personal Data is mandatory for compliance with local law and necessary for the performance of the Plan and that the Awardee's refusal to provide such Personal Data would make it impossible for the Company to perform its contractual obligations and may affect the Awardee's ability to participate in the Plan. The Controllers of personal data processing are Keysight Technologies, Inc., 1400 Fountaingrove Parkway Santa Rosa, CA 95403, and Keysight Technologies Italy S.r.l., Via Grandi, 8, Cernusco sul Naviglio 20063 Milan Italy, which is also the Company's representative in Italy for privacy purposes pursuant to Legislative Decree no 196/2003.

The Awardee understands that Personal Data will not be publicized, but it may be accessible by the Employer and its internal and external personnel in charge of processing of such Personal Data and by the Personal Data Processor (the "Processor"), if any. An updated list of Processors and other transferees of Personal Data is available upon request from the Employer. Furthermore, Personal Data may be transferred to the External Administrator, Employer and any banks, other financial institutions or brokers involved in the management and administration of the Plan. The Awardee understands that the Company and/or its Affiliates and Subsidiaries will transfer Personal Data amongst themselves as necessary for the purpose of implementation, administration and management of the Awardee's participation in the Plan, and that the Company and/or its Affiliates and Subsidiaries may each further transfer Personal Data to third parties assisting the Company in the implementation, administration and management of the Plan, including any requisite transfer to the External Administrator or another third party with whom the Awardee may elect to deposit any Shares acquired under the Plan. Such recipients may receive, possess, use, retain and transfer the Personal Data in electronic or other form, for the purposes of implementing, administering and managing the Awardee's participation in the Plan. The Awardee understands that these recipients may be located in or outside the European Economic Area in such countries as in the United States that may not provide the same level of protection as intended under Italian data privacy laws. Should the Company exercise its discretion in suspending all necessary legal obligations connected with the management and administration of the Plan, it will delete the Awardee's Personal Data as soon as it has accomplished all the necessary legal obligations connected with the management and administration of the Plan.

The Awardee understands that Personal Data processing related to the purposes specified above shall take place under automated or non-automated conditions, anonymously when possible, that comply with the purposes for which Personal Data are collected and with confidentiality and security provisions as set forth by applicable laws and regulations, with specific reference to Legislative Decree no. 196/2003.

The processing activity, including communication, the transfer of the Awardee's Personal Data abroad, including outside of the European Economic Area, as herein specified and pursuant to applicable laws and regulations, does not require the Awardee's consent thereto as the processing is necessary to performance of contractual obligations related to implementation, administration and

management of the Plan. The Awardee understands that, pursuant to Section 7 of the Legislative Decree no. 196/2003, the Awardee has the right to, including but not limited to, access, delete, update, ask for rectification of the Awardee's Personal Data and estop, for legitimate reason, the Personal Data processing.

Furthermore, the Awardee is aware that the Awardee's Personal Data will not be used for direct marketing purposes. In addition, the Personal Data provided can be reviewed and questions or complaints can be addressed by contacting the Awardee's human resources department.

Plan Document Acknowledgement. By accepting the Option, the Awardee acknowledges that (a) the Awardee has received the Plan and the Award Agreement; (b) the Awardee has reviewed those documents in their entirety and fully understands the contents thereof; and (c) the Awardee accepts all provisions of the Plan and the Award Agreement. The Awardee further acknowledges that the Awardee has read and specifically and expressly approves, without limitation, the following sections of the Award Agreement: "Termination of Employment or Service"; "Nontransferability of Option"; "Restrictions on Issuance of Shares of Common Stock"; "Responsibility for Taxes"; "Nature of Award"; "No Advice Regarding Grant"; "Data Privacy" as replaced by the above provision; "No Rights Until Issuance"; "Governing Law and Venue"; "Language"; "Electronic Delivery and Acceptance"; "Imposition of Other Requirements"; "Appendix" "Waiver and Amendments" and Entire Agreement.

JAPAN

There are currently no country-specific provisions.

KOREA

There are currently no country-specific provisions.

MALAYSIA

Data Privacy. This provision replaces Section 14 of the Award Agreement in its entirety.


The Awardee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of his or her personal data as described in this Award Agreement, including any country-specific Appendix attached hereto, and any other Plan participation materials by and among, as applicable, the Employer, the Company and its Subsidiaries and Affiliates or any third parties authorized by the same for the exclusive purpose of implementing, administering and managing the Awardee's participation in the Plan. The Awardee may have previously provided the			Penerima Anugerah dengan ini secara eksplicit dan tanpa sebarang keraguan mengizinkan pengumpulan, penggunaan dan pemindahan, dalam bentuk elektronik atau lain-lain, data peribadinya seperti yang dinyatakan dalam Perjanjian Penganugerahan ini, termasuklah apa-apa Lampiran khusus bagi negara yang dilampirkan di sini, dan apa-apa bahan penyertaan Pelan oleh dan di antara, sebagaimana yang berkenaan, Majikan, Syarikat dan Anak Syarikatnya dan Syarikat Sekutu atau mana-mana pihak ketiga yang diberi kuasa oleh yang sama untuk tujuan ekslusif untuk pelaksanaan, pentadbiran dan pengurusan penyertaan Penerima Anugerah


Company and the Employer with, and the Company and the Employer may hold certain personal information about the Awardee, including, but not limited to, the Awardee's name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all Options or any other entitlement to Shares awarded, cancelled, exercised, vested, unvested or outstanding in the Awardee's favor ("Data"), for the exclusive purpose of implementing, administering and managing the Plan. The Awardee understands that Data will be transferred to the External Administrator or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan and that Data may be transferred to certain other third parties assisting the Company with the implementation, administration and management of the Plan, including any requisite transfer of such Data as may be required to a broker or third party with whom the Awardee may elect to deposit any Shares acquired pursuant to the Awardee's participation in the Plan. The Awardee understands that these recipients may be located in the United States or elsewhere, and that the recipients' country (e.g., the United States) may have different data privacy laws and protections than the Awardee's country. The Awardee understands that the Awardee may request a list with the names and addresses of any potential recipients of the Data by contacting the Awardee's local human resources representative. The Awardee authorizes the Company, the External Administrator and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing the Awardee's participation in the			dalam Pelan tersebut. Sebelum ini, Penerima Anugerah mungkin telah membekalkan Syarikat dan Majikan dengan, dan Syarikat dan Majikan mungkin memegang, maklumat peribadi tertentu tentang Penerima Anugerah, termasuk, tetapi tidak terhad kepada, namanya, alamat rumah dan nombor telefon, tarikh lahir, nombor insurans sosial atau nombor pengenalan lain, gaji, kewarganegaraan, jawatan, apa-apa saham atau jawatan pengarah yang dipegang dalam Syarikat, butir- butir semua opsyen atau apa-apa hak lain untuk Saham yang dianugerahkan, dibatalkan, dilaksanakan, terletak hak, tidak diletak hak ataupun bagi faedah Penerima Anugerah (“Data”), untuk tujuan yang eksklusif bagi melaksanakan, mentadbir dan menguruskan Pelan tersebut. Penerima Anugerah memahami bahawa Data akan dipindahkan kepada Pentadbir Luar atau pembekal perkhidmatan pelan saham lain yang mungkin dipilih oleh Syarikat pada masa depan, yang membantu Syarikat dalam melaksanakan, mentadbir dan menguruskan Pelan tersebut, dan Data mungkin boleh dipindahkan kepada pihak ketiga lain yang tertentu yang membantu Syarikat dengan pelaksanaan, pentadbiran, dan pengurusan Pelan, termasuklah apa-apa pemindahan yang diperlukan untuk Data yang diwajibkan kepada broker atau pihak ketiga dengan sesiapa yang Penerima Anugerah pilih untuk mendepositkan Saham yang diperolehi melalui penyertaan Penerima Anugerah dalam Pelan. Penerima Anugerah mengakui bahawa penerima- penerima ini mungkin berada di Amerika Syarikat atau di tempat lain, dan bahawa negara penerima (contohnya, Amerika Syarikat) mungkin mempunyai undang-undang privasi data dan perlindungan yang berbeza daripada negara Penerima Anugerah. Penerima Anugerah memahami bahawa Penerima Anugerah boleh meminta senarai dengan nama dan alamat mana-mana penerima Data dengan menghubungi wakil sumber manusia tempatannya. Penerima Anugerah memberi kuasa kepada Syarikat, Pentadbir Luar dan mana-mana penerima lain yang mungkin membantu Syarikat (masa sekarang


Plan. The Awardee understands that Data will be held only as long as is necessary to implement, administer and manage the Awardee's participation in the Plan. The Awardee understands that the Awardee may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her local human resources representative. Further, the Awardee understands that the Awardee is providing the consents herein on a purely voluntary basis. If the Awardee does not consent, or if the Awardee later seeks to revoke his or her consent, the Awardee's employment status or Service and career with the Employer will not be adversely affected; the only consequence of refusing or withdrawing the Awardee's consent is that the Company would not be able to grant the Awardee Options or other equity awards or administer or maintain such awards. Therefore, the Awardee understands that refusing or withdrawing his or her consent may affect the Awardee's ability to participate in the Plan. For more information on the consequences of the Awardee's refusal to consent or withdrawal of consent, the Awardee understands that the Awardee may contact his or her local human resources representative.			atau pada masa depan) untuk melaksanakan, mentadbir dan menguruskan Pelan tersebut untuk menerima, memiliki, menggunakan, mengekalkan dan memindahkan Data, dalam bentuk elektronik atau lain-lain, semata-mata dengan tujuan untuk melaksanakan, mentadbir dan menguruskan penyertaannya dalam Pelan tersebut. Penerima Anugerah faham bahawa Data akan dipegang hanya untuk tempoh yang diperlukan untuk melaksanakan, mentadbir dan menguruskan penyertaannya dalam Pelan tersebut. Penerima Anugerah memahami bahawa Penerumna Anugerah boleh, pada bila- bila masa, melihat data, meminta maklumat tambahan mengenai penyimpanan dan pemprosesan Data, meminta bahawa pindaan- pindaan dilaksanakan ke atas Data atau menolak atau menarik balik persetujuan dalam ini, dalam mana-mana kes, tanpa kos, dengan menghubungi secara bertulis wakil sumber manusia tempatannya. Selanjutnya, Penerima Anugerah memahami bahawa dia memberikan persetujuan di sini secara sukarela. Jika Penerima Anugerah tidak bersetuju, atau jika Penerima Anugerah kemudian membatalkan persetujuannya, status pekerjaan atau perkhidmatan dan kerjayanya dengan Majikan tidak akan terjejas; satunya akibat buruk jika dia tidak bersetuju atau menarik balik persetujuannya adalah bahawa Syarikat tidak akan dapat memberikan opsyen atau anugerah ekuiti lain kepada Penerima Anugerah atau mentadbir atau mengekalkan anugerah tersebut. Oleh itu, Penerima Anugerah memahami bahawa keengganan atau penarikan balik persetujuannya boleh menjejaskan keupayaannya untuk mengambil bahagian dalam Pelan tersebut. Untuk maklumat lanjut mengenai akibat keengganan Penerima Anugerah untuk memberikan keizinan atau penarikan balik keizinan, Penerima Anugerah memahami bahawa Penerima Anugerah boleh menghubungi wakil sumber manusia tempatannya.

MEXICO

Acknowledgement of the Award. By accepting the Option, the Awardee acknowledges that he or she has received a copy of the Plan and the Award Agreement, which the Awardee has reviewed. The Awardee acknowledges further that he or she accepts all the provisions of the Plan and the Award Agreement. The Awardee also acknowledges that he or she has read and specifically and expressly approves the terms and conditions set forth in Section 12: "Nature of the Option" in the Award Agreement, which clearly provides as follows:

1)the Awardee's participation in the Plan does not constitute an acquired right;

2)The Plan and the Awardee's participation in it are offered by the Company on a wholly discretionary basis;

3)the Awardee's participation in the Plan is voluntary; and

4)The Company and its Subsidiaries and Affiliates are not responsible for any decrease in the value of any Shares acquired at exercise of the Option.

Labor Law Policy and Acknowledgment. In accepting the Option, the Awardee expressly recognizes that Keysight Technologies, Inc., with registered offices at 1400 Fountaingrove Parkway, Santa Rosa, CA 95403, is solely responsible for the administration of the Plan and that the Awardee's participation in the Plan and acquisition of Shares do not constitute an employment relationship between the Awardee and the Company since the Awardee is participating in the Plan on a wholly commercial basis and his or her sole employer is Keysight Technologies Mexico, S. de R.L. de C.V. ("Keysight Mexico"), located at Camino al ITESO 8900, Edificio 1B, Colonia Pinar de la Calma Zapopan, Zapopan Jalisco 45080 Mexico. Based on the foregoing, the Awardee expressly recognizes that the Plan and the benefits that he or she may derive from participating in the Plan do not establish any rights between the Awardee and the employer, Keysight Mexico, and do not form part of the employment conditions and/or benefits provided by Keysight Mexico, and any modification of the Plan or its termination shall not constitute a change or impairment of the terms and conditions of the Awardee's employment.

The Awardee further understands that his or her participation in the Plan is as a result of a unilateral and discretionary decision of the Company; therefore, the Company reserves the absolute right to amend and/or discontinue the Awardee's participation at any time without any liability to the Awardee.

Finally, the Awardee hereby declares that he or she does not reserve to him- or herself any action or right to bring any claim against the Company for any compensation or damages regarding any provision of the Plan or the benefits derived under the Plan, and the Awardee therefore grants a full and broad release to the Company, its Subsidiaries and Affiliates, and its branches, representation offices, shareholders, directors, officers, employees, agents, or legal representatives with respect to any claim that may arise.

Spanish Translation

Reconocimiento de la Opción. Al aceptar la Opción, el Participante reconoce que ha recibido una copia del Plan y el Acuerdo, mismo que ha revisado. El Participante reconoce, además, que acepta todas las disposiciones del Plan y del Acuerdo,. El Participante también reconoce que ha leído y que concretamente aprueba de forma expresa los términos y condiciones establecidos en la Sección 12: "Reconocimiento de la Naturaleza de la Opción " del Acuerdo, que claramente dispone lo siguiente:

(1)La participación del Participante en el Plan no constituye un derecho adquirido;

(2)El Plan y la participación del Participante en el Plan se ofrecen por la Compañía a discreción total de la Compañía;

(3)Que la participación del Participante en el Plan es voluntaria; y

(4)La Compañía y sus Subsidiarias y Afiliadas no son responsables de ninguna disminución en el valor de las Acciones adquiridas al momento de ejercer la Opción.

Política Laboral y Reconocimiento. Al aceptar la Opción, el Participante expresamente reconoce que Keysight Technologies, Inc., con sus oficinas registradas en 1400 Fountaingrove Parkway, Santa Rosa, CA 95403, es la única responsable por la administración del Plan y que la participación del Participante en el Plan y en su caso la adquisición de Acciones no constituyen una relación de trabajo entre el Participante y la Compañía, ya que el Participante participa en el Plan en un marco totalmente comercial y su único patrón es Keysight Technologies México, S. de R.L. de C.V. ("Keysight Mexico"), con domicilio en Camino al ITESO 8900, Edificio 1B, Colonia Pinar de la Calma, Zapopan, Jalisco 45080, México. Derivado de lo anterior, el Participante expresamente reconoce que el Plan y los beneficios que pudieran derivar de la participación en el Plan no establecen derecho alguno entre el Participante y el patrón, Keysight Mexico y no forma parte de las condiciones de trabajo y/o las prestaciones otorgadas por Keysight Mexico y que cualquier modificación al Plan o su terminación no constituye un cambio o detrimento de los términos y condiciones de la relación de trabajo del Participante.

Asimismo, el Participante reconoce que su participación en el Plan es resultado de una decisión unilateral y discrecional de la Compañía; por lo tanto, la Compañía se reserva el derecho absoluto de modificar y/o terminar la participación del Participante en cualquier momento y sin responsabilidad alguna hacia el Participante.

Finalmente, el Participante por este medio declara que no se reserva derecho o acción alguna en contra de la Compañía por cualquier compensación o daños y perjuicios en relación con las disposiciones del Plan o de los beneficios derivados del Plan y por lo tanto, el Participante otorga el más amplio finiquito que en derecho proceda a la Compañía, Subsidiarias y sus afiliadas, sucursales, oficinas de representación, accionistas, directores, autoridades, empleados, agentes, o representantes legales en relación con respecto de cualquier demanda que pudiera surgir.

NETHERLANDS

There are currently no country-specific provisions.

PUERTO RICO

There are currently no country-specific provisions.

RUSSIA

Securities Law Acknowledgment. The Awardee understands that the Plan, the Award Agreement and all other materials the Awardee may receive regarding participation in the Plan do not constitute

advertising or an offering of securities in Russia. The Shares to be issued at exercise of the Option have not and will not be registered in Russia. Therefore, the Shares and any other securities described in any Plan-related documents may not be used for public offering or public circulation in Russia. In no event will Shares issued to the Awardee pursuant to the Option be delivered to the Awardee in Russia; Shares issued to the Awardee pursuant to the Option shall be delivered to the Awardee through the External Administrator and its affiliated companies (or another Company-designated broker) in the United States and kept on the Awardee's behalf in the United States. The Awardee is not permitted to sell Shares directly to other Russian legal entities or residents.

Exchange Control Obligations. The Awardee must repatriate the proceeds from the sale of Shares and any dividends received in relation to the Shares to Russia within a reasonably short period after receipt. The sale proceeds and any dividends received must be initially credited to the Awardee through a foreign currency account opened in the Awardee's name at an authorized bank in Russia. After the sale proceeds are initially received in Russia, they may be further remitted to foreign banks in accordance with Russian exchange control laws. The Awardee acknowledges that the Awardee should contact his or her personal legal advisor regarding exchange control requirements as significant penalties may apply in the case of non-compliance with such requirements.

Data Privacy. The Awardee hereby acknowledges that the Awardee has read and understood the terms regarding collection, processing and transfer of the Awardee's Data contained in Section 14 of the Award Agreement and the Awardee acknowledges that, by accepting the Option, the Awardee is agreeing to such terms. In this regard, upon request of the Company, the Awardee agrees to provide any executed data privacy consent form to the Employer or the Company (or any other agreements or consents that may be required by the Company) that the Company may deem necessary to obtain under the data privacy laws in the Awardee's country, either now or in the future. The Awardee understands that the Awardee may not be permitted to participate in the Plan if the Awardee fails to execute any such consent or agreement.

SINGAPORE

Securities Law Acknowledgement. The Awardee understands that the Option is granted pursuant to the "Qualifying Person" exemption under section 273(1)(f) of the Securities and Futures Act (Chapter 289, 2006 Ed.) ("SFA") and is not made with a view to the Shares being subsequently offered for sale to any other party. The Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore. The Awardee acknowledges that the Option is subject to section 257 of the SFA and the Awardee will not be able to make (a) any subsequent sale of the Shares in Singapore or

(b) any offer of such subsequent sale of the Shares in Singapore, unless such sale or offer is made pursuant to the exemptions under Part XIII Division 1 Subdivision (4) (other than section 280) of the SFA.

Director Notification Requirement. If the Awardee is a director, associate director or shadow director1 of a Singaporean Affiliate or Subsidiary, the Awardee acknowledges that he or she is subject to certain notification requirements under the Singapore Companies Act. In particular, the Awardee must notify

___________________________________________

1 A shadow director is an individual who is not on the board of directors of a company but who has sufficient control so that the board of directors acts in accordance with the "directions or instructions" of the individual.

the Singaporean Affiliate or Subsidiary in writing of an interest (e.g., Options, Shares, etc.) in the Company or any related companies within two (2) business days of (a) its acquisition or disposal, (b) any change in a previously disclosed interest (e.g., when the Shares are sold), or (c) becoming a director (if such an interest exists at the time).

SPAIN

Nature of the Option. This provision supplements Section 12 of the Award Agreement:

In accepting the Option, the Awardee consents to participate in the Plan and acknowledges that he or she has received a copy of the Plan. The Awardee understands that the Company has unilaterally, gratuitously and discretionally decided to grant Options under the Plan to individuals who may be employees of the Company or a Subsidiary or Affiliate. The decision is a limited decision that is entered into upon the express assumption and condition that any grant will not economically or otherwise bind the Company or any of its Subsidiaries or Affiliates, other than as expressly set forth in the Award Agreement. Consequently, the Awardee understands that the Option is granted on the assumption and condition that the Option and the Shares issued upon exercise of the Option shall not become a part of any employment contract (either with the Company or any Subsidiary or Affiliate) and shall not be considered a mandatory benefit, salary for any purposes (including severance compensation) or any other right whatsoever.

Additionally, the Awardee understands that the vesting of the Option is expressly conditioned on the Awardee's continued and active rendering of Service to the Company or a Subsidiary or Affiliate such that if the Awardee's Service is terminated for any reason (including for the reasons listed below but with the exception of the circumstances specified in Section 7(b)-(e) of the Award Agreement), the Award will cease vesting immediately effective as of the Termination Date. This will be the case, for example, even if (a) the Awardee is considered to be unfairly dismissed without good cause; (b) the Awardee is dismissed for disciplinary or objective reasons or due to a collective dismissal; (c) the Awardee's Service is terminated due to a change of work location, duties or any other employment or contractual condition; (d) the Awardee's Service is terminated due to unilateral breach of contract of the Company or any of its Subsidiaries or Affiliates; or (e) the Awardee's Service is terminated for any other reason (with the exception of the circumstances specified in Section 7(b)-(e) of the Award Agreement). Consequently, upon termination of Service for any of the above reasons, the Awardee will automatically lose any rights to the Option to the extent that the Option has not yet become vested as of the Termination Date, as described in the Award Agreement. The Awardee acknowledges that he or she has read and specifically accepts the conditions referred to above in Section 7 of the Award Agreement.

Finally, the Awardee understands that this Option would not be made to the Awardee but for the assumptions and conditions referred to herein; thus, the Awardee acknowledges and freely accepts that should any or all of the assumptions be mistaken or should any of the conditions not be met for any reason, then the grant of this Option shall be null and void.

SWEDEN

There are currently no country-specific provisions.

SWITZERLAND

There are currently no country-specific provisions.

TAIWAN

There are currently no country-specific provisions.

UNITED KINGDOM

Responsibility for Taxes. These provisions supplement Section 10 of the Award Agreement:

If payment or withholding of the income tax due in connection with the Option is not made within ninety (90) days of the end of the tax year in which the taxable event occurs or such other period specified in Section 222(1)(c) of the U.K. Income Tax (Earnings and Pensions) Act 2003 (the "Due Date"), the amount of any uncollected income tax shall constitute a loan owed by the Awardee to the Employer, effective on the Due Date. The Awardee agrees that the loan will bear interest at the official rate of Her Majesty's Revenue and Customs ("HMRC") and will be immediately due and repayable by the Awardee, and the Company and/or the Employer may recover it at any time thereafter by any of the means referred to in Section 10 of the Award Agreement.

Notwithstanding the foregoing, if the Awardee is an executive officer or director of the Company (within the meaning of Section 13(k) of the Exchange Act), the Awardee shall not be eligible for a loan to cover the income tax due as described above. Instead, the amount of any uncollected income tax may constitute a benefit to the Awardee on which additional income tax and National Insurance contributions may be payable. The Awardee acknowledges that the Awardee will be responsible for reporting and paying any income tax due on this additional benefit directly to HMRC under the self- assessment regime and for paying the Company or the Employer (as applicable) for the value of any employee National Insurance contributions due on this additional benefit. The Awardee further acknowledges that the Company or the Employer may recover such amounts from the Awardee by any of the means referred to in Section 10 of the Award Agreement.

Joint Election. As a condition of the Awardee's participation in the Plan, the Awardee agrees to accept any liability for secondary Class 1 National Insurance contributions which may be payable by the Company and/or the Employer in connection with the Option and any event giving rise to Tax- Related Items (the "Employer's Liability"). Without prejudice to the foregoing, the Awardee agrees to execute a joint election with the Company or the Employer, the form of such joint election being formally approved by HMRC (the "Joint Election"), and any other consent or election required to accomplish the transfer of the Employer's Liability to the Awardee. The Awardee understands that the Joint Election applies to any Option granted to him or her under the Plan after the execution of the Joint Election. The Awardee further agrees to execute such other joint elections as may be required between him or her and any successor to the Company and/or the Employer. The Awardee further agrees that the Company and/or the Employer may collect the Employer's Liability from him or her by any of the means set forth in Section 10 of the Award Agreement.

If the Awardee does not enter into a Joint Election prior to the exercise of the Option or any other event giving rise to Tax-Related Items, he or she will not be entitled to exercise the Option or receive any benefit in connection with the Option unless and until he or she enters into a Joint Election, and no Shares or other benefit pursuant to the Option will be issued to Awardee under the Plan, without any

liability to the Company and/or the Employer.

UNITED STATES

There are currently no country-specific provisions.

VIETNAM

Exercise of the Option. The following provision supplements Section 5 of the Award Agreement:

Notwithstanding anything to the contrary in the Award Agreement, the Awardee must exercise this Option using the cashless-sell-all exercise method. To complete a cashless-sell-all exercise, the Awardee should notify the External Administrator to: (a) sell all of the Shares upon exercise; (b) use the proceeds to pay the Option price, brokerage fees and any applicable Tax-Related Items; and (c) remit the balance in cash to the Awardee. The Awardee will not be permitted to hold Shares after exercise. If the Awardee does not complete this procedure, the Company may refuse to allow the Awardee to exercise this Option. The Company reserves the right to provide the Awardee with additional methods of exercise depending on local developments.

Document

Exhibit 10.3

KEYSIGHT TECHNOLOGIES, INC.

2014 Equity and Incentive Compensation Plan Global Performance Award

Section 1. Grant of Stock Award. This Global Performance Award Agreement, including any additional terms for your country in Appendix A attached hereto (collectively this "Award Agreement"), dated as of the Grant Date indicated in your account maintained by Fidelity Stock Plan Services, LLC or such other company that may provide administrative services in connection with the Plan in the future (the "External Administrator"), is entered into between Keysight Technologies, Inc. (the "Company"), and you as an individual (the "Awardee") who has been granted a Global Performance Award consisting of Restricted Stock Units (this "Stock Award") pursuant to the Keysight Technologies, Inc. 2014 Equity and Incentive Compensation Plan (the "Plan"). This Stock Award represents the right to receive the number of shares of the Company's $0.01 par value voting common stock ("Shares") indicated in Awardee's External Administrator account subject to the fulfillment of the conditions set forth below and pursuant to and subject to the terms and conditions set forth in the Plan. Capitalized terms used and not otherwise defined herein are used with the same meanings as in the Plan.

Section 2. Performance Period and Vesting Period. This Stock Award shall vest upon the achievement of performance goals based on the Performance Criteria (as set forth in Appendix B (the "Performance Goals")) over the performance period set forth in Appendix B (the "Performance Period"), provided Awardee continues in Service through the vesting period set forth in Appendix B (the "Vesting Period") and up until the Payment Date (defined below), except as otherwise set forth in Section 5 below.

Section 3. Performance Goals; Settlement. This Stock Award shall not vest and no Shares will be issued to Awardee until the Committee has certified in writing that the Performance Goals have been achieved or exceeded. On the basis of the certified level of attainment of the Performance Goals, the number of Shares subject to the Stock Award that are eligible to vest shall be calculated; such amount may be at any level from zero to 200% of the Target Award set forth in Appendix B. The portion of the Stock Award that is eligible to vest shall vest and be settled as soon as reasonably practicable following the date that the Committee certifies the level of attainment and in any event within ninety (90) days following the end of the Performance Period (the "Payment Date").

Section 4. Nontransferability of Stock Award. This Stock Award shall not be transferable by Awardee otherwise than by will or by the laws of descent and distribution. The terms of this Stock Award shall be binding on the executors, administrators, heirs and successors of Awardee.

Section 5. Termination of Service; Change of Control.

(1)General. An Awardee who, whether voluntarily or involuntarily, terminates Service from the Company (including its Affiliates) or otherwise ceases to be employed in a participating position at any time prior to the Payment Date, shall not be eligible to receive a

payout under the Stock Award except as set forth in this Section 5. Except as the Committee may otherwise determine, termination of Awardee's Service (regardless of the reason for such termination and whether or not later found invalid or in breach of employment laws in the jurisdiction where Awardee is employed or the terms of Awardee's employment agreement, if any) shall occur on the date (the "Termination Date") such Awardee ceases to actively perform services for the Company or any Affiliate without regard to any notice period (e.g., Awardee's period of Service would not include any contractual notice period or any period of "garden leave" or similar period mandated under employment laws in the jurisdiction where Awardee is employed, including, but not limited to statutory law, regulatory law and/or common law, or the terms of Awardee's employment agreement, if any). The Administrator or its designee shall have the exclusive discretion to determine Awardee's Termination Date in accordance with this Section 5(a).

(2)Death or Disability. An Awardee who dies or terminates Service as a result of becoming totally and permanently disabled prior to the Payment Date shall, following the end of the Performance Period, have paid to his or her estate or designated beneficiaries or, in the case of disability, either (i) him or her or (ii) his or her legally appointed guardian, a payout based on the full amount of the specified percentage of the Target Award determined to have been achieved by the Committee under Section 3 for the full Performance Period; except that, if such death or termination of Service occurs during the first 12 months of the Vesting Period, the payout for such Performance Period shall equal an amount calculated by multiplying (a) the Award determined under Section 3 for the full Performance Period times (b) a fraction, the numerator of which is the number of days from the beginning of the Vesting Period to the date of such death or termination of Service, and the denominator of which is the number of days in the 12-month period.

(3)Retirement. Unless otherwise required under local law, an Awardee who terminates Service for any reason after attaining both age 55 and 15 full-time equivalent years of service as an employee of the Company or its Subsidiaries or Affiliates (“Retirement”) prior to the Payment Date shall, following the end of the Performance Period, be entitled to receive the full amount of the specified percentage of the Target Award determined to have been achieved by the Committee under Section 3 for the full Performance Period; except that, if such Retirement occurs during the first 12 months of the Vesting Period, the payout for such Performance Period shall equal an amount calculated by multiplying (a) the amount determined under Section 3 for the full Performance Period times (b) a fraction, the numerator of which is the number of days from the beginning of the Vesting Period to the date of such Retirement, and the denominator of which is the number of days in the 12-month period. The Administrator, in its sole discretion, may amend or eliminate the provisions of this Section 5(c), as it determines is necessary or advisable in view of applicable local laws or legal judgments.

(4)Demotion. An Awardee who is demoted from eligibility and accordingly ceases to be employed in a participating position at any time prior to the Payment Date but remains in Service shall, following the end of the Performance Period, be entitled to receive the full amount of the specified percentage of the Target Award determined to have been achieved by the Committee under Section 3 for the full Performance Period; except that if such demotion occurs during the first 12 months of the Vesting Period, the payout for such Performance Period shall equal an amount calculated by multiplying (a) the amount determined under Section 3 for the full Performance Period times (b) a fraction, the numerator of which is the number of days from the beginning of the Vesting Period to the date of such demotion, and the denominator of which is the number of days in the 12-month period.

(5)Workforce Management Program Termination. An Awardee who terminates Service at any time prior to the Payment Date under the Company's U.S. Workforce Management Program (or any analogous Company initiated local program providing for severance in the case of job elimination or reduction in force) shall, following the end of the Performance Period, be entitled to receive the full amount of the specified percentage of the Target Award determined to have been achieved by the Committee under Section 3 for the full Performance Period; except that if such termination of Service occurs during the first 12 months of the Vesting Period, the payout for such Performance Period shall equal an amount calculated by multiplying (a) the amount determined under Section 3 for the full Performance Period times (b) a fraction, the numerator of which is the number of days from the beginning of the Vesting Period to the date of such termination of Service, and the denominator of which is the number of days in the 12-month period.

(6)Change of Control. In the event of a Change of Control, an Awardee shall, following the end of the Performance Period (or such earlier termination date as may be established for the Performance Period in connection with the Change of Control), be entitled to receive an amount that is equal to the greater of the Target Award or the accrued amount of the payout (i.e., the amount accrued as the expected liability for this Stock Award by the Company's corporate finance department)

Section 6. Restrictions on Issuance of Shares of Common Stock. The Company shall not be obligated to issue any Shares pursuant to this Stock Award unless the Shares are at that time effectively registered or exempt from registration under the U.S. Securities Act of 1933, as amended, and as applicable, local laws. Further, notwithstanding anything to the contrary herein, the Company shall not be obligated to issue any Shares pursuant to this Stock Award if such issuance violates or is not in compliance with any Applicable Laws.

Section 7. Responsibility for Taxes. Awardee acknowledges that, regardless of any action taken by the Company or, if different, the entity to which Awardee is providing Service (the "Employer") the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax-related items related to Awardee's participation in the Plan and legally applicable to Awardee ("Tax-Related Items"), is and remains Awardee's responsibility and may exceed any amount withheld by the Company or the Employer. Awardee further acknowledges that the Company and/or the Employer (1) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Stock Award, including, but not limited to, the grant, vesting or settlement of the Stock Award, the subsequent sale of Shares acquired pursuant to such settlement and the receipt of any dividends or other distributions; and (2) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the Stock Award to reduce or eliminate Awardee's liability for Tax-Related Items or achieve any particular tax result. Further, if Awardee is subject to Tax-Related Items in more than one jurisdiction between the Grant Date and the date of any relevant taxable or tax withholding event, as applicable, Awardee acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

Awardee authorizes the Company and/or the Employer to, in the sole discretion of the Company and/or the Employer, withhold all applicable Tax-Related Items legally payable by Awardee from Awardee's wages or other cash compensation paid to Awardee by the Company and/or the Employer, within legal limits, or from proceeds of the sale of Shares. Alternatively, or in addition, if permissible under local law, the Company may in its sole discretion (1) sell or arrange for the sale of Shares that Awardee acquires to meet the withholding obligation for Tax-Related Items (on Awardee's behalf pursuant to this authorization), and/or (2) withhold in Shares, provided that the Company only withholds the amount of Shares necessary to satisfy the minimum withholding amount. Notwithstanding the foregoing, if Awardee is an officer of the Company within the meaning of the Exchange Act, then the Company will withhold in Shares unless the use of such withholding method is not practicable under applicable tax or securities laws or has materially adverse accounting consequences, in which case, the obligation for Tax-Related Items may be satisfied by one or a combination of methods (1) and (2) above, as elected by the Awardee.

Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding rates or other applicable withholding rates, including maximum applicable rates, in which case Awardee will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, Awardee is deemed to have been issued the full number of Shares subject to the vested Stock Award, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items.

Finally, Awardee agrees to pay to the Company or the Employer, any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of Awardee's participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if Awardee fails to comply with Awardee's obligations in connection with the Tax-Related Items.

Section 8. Adjustment. The number of Shares subject to this Stock Award and the price per Share, if any, of such Shares may be adjusted by the Company from time to time pursuant to the Plan.

Section 9. Nature of Award. In accepting the grant of this Stock Award, Awardee acknowledges, understands and agrees that:

(1)the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;

(2)the grant of the Stock Award is voluntary and occasional and does not create any contractual or other right to receive future grants of Stock Awards, or benefits in lieu of Stock Awards, even if Stock Awards have been granted in the past;

(3)all decisions with respect to future Stock Award or other grants, if any, will be at the sole discretion of the Company;

(4)the Stock Award grant and Awardee's participation in the Plan shall not create a right to provide Service or be interpreted as forming an employment or services contract with the Company, the Employer or any Subsidiary or Affiliate and shall not interfere with the ability of the Company, the Employer or any Subsidiary or Affiliate, as applicable, to terminate Awardee's Service;

(5)Awardee is voluntarily participating in the Plan;

(6)the Stock Award and the Shares subject to the Stock Award are not intended to replace any pension rights or compensation;

(7)the Stock Award and the Shares subject to the Stock Award, and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, profit-sharing payments, pension, retirement or welfare benefits or similar payments;

(8)the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty, the Company makes no representation regarding such future value and neither the Company, the Employer nor any Subsidiary or Affiliate is responsible for any decrease in value or any foreign exchange fluctuations between Awardee's local currency and the United States Dollar that may affect such value;

(9)this Award Agreement is between Awardee and the Company, and that the Employer (if different) is not a party to this Award Agreement;

(10)in consideration of the grant of the Stock Award to which Awardee is otherwise not entitled, no claim or entitlement to compensation or damages shall arise from forfeiture of the Stock Award resulting from the termination of Awardee's Service (for any reason whatsoever whether or not later found to be invalid or in breach of employment laws in the jurisdiction where Awardee is employed or the terms of Awardee's employment agreement, if any);

(11)Applicable Laws (including any rules or regulations governing securities, foreign exchange, tax, labor or other matters) of the country in which Awardee is residing or working at the time of grant or vesting of the Stock Award or the sale of Shares may subject Awardee to additional procedural or regulatory requirements that Awardee solely is responsible for and must independently fulfill in relation to ownership or sale of such Shares; and

(12)the ownership of Shares or assets and/or the holding of a bank or brokerage account may subject Awardee to reporting requirements imposed by tax, banking, and/or other authorities in Awardee's country, that Awardee solely is responsible for complying with such requirements, and that any cross-border cash remittance made to transfer of proceeds received upon the sale of Shares must be made through a locally authorized financial institution or registered foreign exchange agency and may require Awardee to provide to such entity certain information regarding the transaction.

Section 10. No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Awardee's participation in the Plan, or Awardee's acquisition or sale of the underlying Shares. Awardee is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding his or her participation in the Plan before taking any action related to the Plan.

Section 11. Data Privacy. Awardee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Awardee's personal data as described in this Award Agreement and any other Stock Award grant materials ("Data") by and among, as applicable, the Employer, the Company and its Subsidiaries and Affiliates for the exclusive purpose of implementing, administering and managing Awardee's participation in the Plan.

Awardee understands that the Company and the Employer may hold certain personal information about Awardee, including, but not limited to, Awardee's name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all Stock Awards or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in Awardee's favor, for the exclusive purpose of implementing, administering and managing the Plan.

Awardee understands that Data will be transferred to the External Administrator, or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan. Awardee understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipients' country (e.g., the United States) may have different data privacy laws and protections than Awardee's country. Awardee understands that if he or she resides outside the United States, he or she may request a list with the names and addresses of any potential recipients of the Data by contacting his or her local human resources representative. Awardee authorizes the Company, the External Administrator and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing his or her participation in the Plan. Awardee understands that Data will be held only as long as is necessary to implement, administer and manage Awardee's participation in the Plan. Awardee understands if he or she resides outside the United States, he or she may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her local human resources representative. Further, Awardee understands that he or she is providing the consents herein on a purely voluntary basis. If Awardee does not consent, or if Awardee later seeks to revoke his or her consent, his or her Service and career with the Employer will not be adversely affected; the only consequence of refusing or withdrawing Awardee's consent is that the Company would not be able to grant Awardee the Stock Award or other equity awards or administer or maintain such awards. Therefore, Awardee understands that refusing or withdrawing his or her consent may affect Awardee's ability to participate in the Plan. For more information on the consequences of Awardee's refusal to consent or withdrawal of consent, Awardee understands that he or she may contact his or her local human resources representative.

Section 12. No Rights Until Issuance. Awardee shall have no rights hereunder as a shareholder with respect to any Shares subject to this Stock Award until the date that Shares are issued to Awardee. The Administrator in its sole discretion may substitute a cash payment in lieu of Shares, such cash payment to be equal to the Fair Market Value of the Shares on the date that such Shares would have otherwise been issued under the terms of the Award Agreement.

Section 13. Administrative Procedures. Awardee agrees to follow the administrative procedures that may be established by the Company and/or its designated broker for participation in the Plan which may include a requirement that the Shares issued upon vesting be held by the Company's designated broker until Awardee disposes of such Shares. Awardee agrees to update the Company with respect to Awardee's home address, contact information and any information necessary for the Company or one of its Affiliates to process any required tax withholding or reporting related to this Stock Award.

Section 14. Governing Law and Venue. This Award Agreement shall be governed by and construed according to the laws of the State of Delaware without regard to its principles of conflicts of laws, as provided in the Plan. Any proceeding arising out of or relating to this Award Agreement or the Plan may be brought only in the state or federal courts located in the Northern District of California where this grant is made and/or to be performed, and the parties to this Award Agreement consent to the exclusive jurisdiction of such courts.

Section 15. Amendment. This Stock Award may be amended as provided in the Plan.

Section 16. Language. If Awardee has received this Award Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

Section 17. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. Awardee hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

Section 18. Severability. The provisions of this Award Agreement are severable and if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

Section 19. Appendix A. Notwithstanding any provisions in this Award Agreement, the Stock Award grant shall be subject to any special terms and conditions set forth in Appendix A to this Award Agreement for Awardee's country. Moreover, if Awardee relocates to one of the countries included in Appendix A, the special terms and conditions for such country will apply to Awardee, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. Appendix A constitutes part of this Award Agreement.

Section 20. Imposition of Other Requirements. The Company reserves the right to impose other requirements on Awardee's participation in the Plan, on the Stock Award and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require Awardee to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

Section 21. Non-U.S. Insider Trading Restrictions/Market Abuse Laws. Awardee acknowledges that, depending on his or her country of residence, Awardee may be subject to insider trading restrictions and/or market abuse laws, which may affect his or her ability to acquire or sell Shares or rights to Shares (e.g., Stock Awards) under the Plan during such times as Awardee is considered to have "inside information" regarding the Company (as defined by any applicable laws in Awardee's country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. Awardee is responsible for ensuring compliance with any applicable restrictions and is encouraged to consult his or her personal legal advisor on this matter.

Section 22. Waiver. Awardee acknowledges that a waiver by the Company of breach of any provision of this Award Agreement shall not operate or be construed as a waiver of any other provision of this Award Agreement, or of any subsequent breach by Awardee or any other Awardee.

Section 23. Section 409A of the Code. This Stock Award, which is intended to be exempt from Section 409A of the Code under the "short-term deferral" exception, shall be administered, interpreted, and construed in a manner that does not result in the imposition on Awardee of any additional tax, penalty, or interest under Section 409A of the Code. The preceding provision, however, shall not be construed as a guarantee of any particular tax effect and the Company shall not be liable to Awardee if any payment made under this Stock Award is determined to result in an additional tax, penalty, or interest under Section 409A of the Code, nor for reporting in good faith any payment made under any Award as an amount includible in gross income under Section 409A of the Code.

Section 24. Recoupment. This Stock Award is subject to the terms of the Keysight Technologies Compensation Recovery Policy as in effect from time to time (the "Policy"), if and to the extent that the Policy by its terms applies to the Stock Award and Awardee; and the terms of the Policy are incorporated by reference herein and made a part hereof.

Section 25. Entire Agreement. The Plan is incorporated herein by reference. The Plan and this Award Agreement (including the Appendices attached hereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede in their entirety all prior undertakings and agreements of the Company and Awardee with respect to the subject matter hereof, and may not be modified adversely to Awardee's interest except by means of a writing signed by the Company and Awardee, unless such modification is deemed necessary by the Administrator in order to comply with Applicable Laws.

Section 26. Acceptance and Rejection. The method for acceptance of this Award will vary in accordance with local law. Depending upon the country in which Awardee works, he or she will either have to use the electronic process set forth on the External Administrator's website and/or sign a hard-copy of the Award Agreement and then return it to the Keysight Shareholder Records Department. Further, by accepting the grant of this Stock Award, the Awardee agrees that this Stock Award is granted under and governed by the terms and conditions of the Plan and this Award Agreement (including its Appendices), and Awardee acknowledges that he or she agrees to accept as binding, conclusive and final all decisions or interpretations of the Company upon any questions relating to the Plan and Award Agreement.


			KEYSIGHT TECHNOLOGIES, INC.
			By:

			Name:
			Title:

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APPENDIX A

KEYSIGHT TECHNOLOGIES, INC.

2014 Equity and Incentive Compensation Plan Global Performance Award

COUNTRY-SPECIFIC TERMS AND CONDITIONS

All capitalized terms used in this Appendix A that are not defined herein have the meanings defined in the Plan or the Award Agreement (the "Award Agreement"). This Appendix A constitutes part of the Award Agreement.

This Appendix A includes additional or different terms and conditions that govern the Stock Award if Awardee works or resides in one of the countries listed below. In the event of any conflict or inconsistency between the terms of this Appendix A and the Award Agreement, the terms of this Appendix A shall govern.

Awardee understands that if Awardee is a citizen or resident of a country other than the one in which he or she is currently working, transfers Service and/or residency after the Grant Date or is considered a resident of another country for local law purposes, the Company shall, in its discretion, determine to what extent the terms and conditions contained herein shall apply to Awardee.

CHINA

Vesting Period. This provision supplements Sections 2 and 3 of the Award Agreement:

Notwithstanding anything to the contrary in the Award Agreement, the Stock Award shall not vest and no Shares shall be issued to Awardee unless and until all necessary exchange control or other approvals with respect to the Stock Award under the Plan have been obtained from SAFE. In the event that approval from SAFE ("SAFE Approval") has not been obtained prior to the Payment Date, the Stock Award will not vest until such SAFE Approval is obtained (the "Actual Vesting Date"). If Awardee's Termination Date occurs prior to the Actual Vesting Date, Awardee shall not be entitled to vest in any portion of the Stock Award and the Stock Award shall be forfeited without any liability to the Company or its Subsidiaries or Affiliates.

Exchange Control Restrictions. Awardee understands and agrees that he or she will be required to immediately repatriate to China the proceeds from the sale of any Shares acquired under the Plan or from any cash dividends paid on such Shares. Awardee further understands that such repatriation of the proceeds will need to be effected through a special exchange control account established by the Company or an Affiliate or Subsidiary, and Awardee hereby consents and agrees that the proceeds may be transferred to such account by the Company (or its designated broker) on Awardee's behalf prior to being delivered to Awardee. Awardee also agrees to sign any agreements, forms and/or consents that may be reasonably requested by the Company (or the External Administrator) to effectuate such transfers.

The proceeds may be paid to Awardee in U.S. Dollars or local currency at the Company's discretion. If the proceeds are paid to Awardee in U.S. Dollars, Awardee understands that he or she will be required to set up a U.S. Dollar bank account in China so that the proceeds may be deposited into this account. If the proceeds are paid to Awardee in local currency, (1) Awardee acknowledges that the Company is under no obligation to secure any particular currency conversion rate and that the Company may face delays in converting the proceeds to local currency due to exchange control restrictions, and (2) Awardee agrees to bear any currency fluctuation risk between the time the Shares are sold or dividends are paid and the time the proceeds are converted to local currency and distributed to Awardee. Awardee agrees to comply with any other requirements that may be imposed by the Company in the future in order to facilitate compliance with exchange control requirements in China.

Termination of Service. Notwithstanding anything to the contrary in the Plan or the Award Agreement, due to PRC exchange control restrictions, Awardee agrees that, to the extent that Awardee holds any Shares on the date that is ninety (90) calendar days after Awardee's Termination Date (or such other period as may be required by SAFE), Awardee authorizes the Company's designated broker to sell such Shares on Awardee's behalf at that time or as soon as is administratively practical thereafter. Awardee further agrees that the Company is authorized to instruct its designated broker to assist with the mandatory sale of the Shares (on Awardee's behalf pursuant to this authorization), and Awardee expressly authorizes such broker to complete the sale of such Shares. Awardee acknowledges that the Company's designated broker is under no obligation to arrange for the sale of Shares at any particular price. Upon the sale of the Shares, the Company agrees to pay the cash proceeds from the sale, less any brokerage fees or commissions, to Awardee in accordance with applicable exchange control laws and regulations and provided any liability for Tax-Related Items has been satisfied.

FRANCE

French-Qualified Stock Award. This Stock Award is intended to qualify for specific tax and social security treatment in France under Section L. 225-197-1 to L. 225-197-6-1 of the French Commercial Code, as amended (a "French-qualified" Stock Award). Certain events may affect the status of the Stock Award as French-qualified and the Stock Award may be disqualified in the future. The Company does not make any undertaking or representation to maintain the qualified status of the Stock Award. If the Stock Award no longer qualifies as a French-qualified Stock Award, the specific tax and social security treatment will not apply, and Awardee will be required to pay his or her portion of social security contributions resulting from the Stock Award (as well as any income tax that is due).

Plan and Sub-Plan Terms. The Stock Award is subject to the terms and conditions of the Plan and the Rules of the Keysight Technologies, Inc. 2014 Equity and Incentive Compensation Plan for Restricted Stock Units Granted to Employees in France (the "French RSU Sub-plan"). To the extent that any term is defined in both the Plan and the French RSU Sub-plan, for purposes of this grant of a French-qualified Stock Award, the definitions in the French RSU Sub-plan shall prevail.

Vesting Period. Notwithstanding anything to the contrary in the Plan or the Award Agreement, except in the event of Awardee's death or termination of Service due to Disability (as defined in the French RSU Sub-Plan), the Stock Award shall not vest and Shares shall not be issued to Awardee prior to the second anniversary of the Grant Date referenced in Section 1 of the Award Agreement. Should the Payment Date under Section 3 of the Award Agreement occur prior to the second anniversary of the Grant Date, the Payment Date for this French-qualified Stock Award shall be on the second anniversary of the Grant Date and the Stock Award shall not vest prior to such date.

Settlement in Shares. Notwithstanding any discretion in the Plan or the Award Agreement to settle the Stock Award in cash, the French-qualified Stock Award will be settled in Shares only. The Stock Award does not provide any right for Awardee to receive a cash payment.

Termination of Service Due to Death. This provision replaces in its entirety the portion of Section 5(b) of the Award Agreement relating to Awardee's Death:

Death. In the event of Awardee's death prior to the date the Committee has certified in writing that the Performance Goals have been achieved or exceeded (the "Certification Date"), the Awardee's Target Award shall become fully transferable to Awardee's heirs. In the event of Awardee's death on or after the Certification Date, the specified percentage of the Target Award determined to have been achieved by the Committee shall become fully transferable to Awardee's heirs. In either case, Awardee's heirs may request issuance of the underlying Shares within six (6) months of Awardee's death. If Awardee's heirs do not request the issuance of the underlying Shares within six (6) months of Awardee's death, the Stock Award will be forfeited.

Restrictions on Sale of Shares of Common Stock. Awardee may not sell or transfer the Shares issued pursuant to the Stock Award prior to the second anniversary of the Payment Date or such other period as is required to comply with the minimum mandatory holding period applicable to Shares underlying French-qualified awards under Section L. 225-197-1 of the French Commercial Code, the French Tax Code or the French Social Security Code, as amended. Notwithstanding the above, Awardee's heirs, in case of Awardee's death, or Awardee in case of Awardee's Disability (as defined under the French RSU Sub-plan), are not subject to this restriction on the sale of Shares.

If Awardee qualifies as a managing director of the Company under French law ("mandataires sociaux" i.e., Président du Conseil d'Administration, Directeur Général, Directeur Général Délégué, Membre du Directoire, Gérant de Sociétés par actions), Awardee is required to hold 20% of the Shares issued upon the Payment Date in a nominative account under procedures implemented by the Company and is not permitted to sell or transfer the Shares until he or she ceases to serve as a managing director, as long as this restriction is a requirement under French law and unless law or regulations provide for a lower percentage (in which case these requirements apply to the lower percentage of Shares required to be held).

Any Shares acquired upon vesting of the Stock Award may not be sold during certain Closed Periods as provided for and defined by Section L. 225-197-1 of the French Commercial Code, as amended, and by the French RSU Sub-Plan, for so long as and to the extent that the Closed Periods are applicable to Shares underlying French-qualified Stock Awards granted by the Company. Under current law, such Closed Periods include: (1) ten (10) trading days preceding and three (3) trading days following the disclosure to the public of the consolidated financial statements or the annual statements of the Company; and (2) the period as from the date that information has been disclosed to the Company's corporate management (such as the Board) which could, if disclosed to the public, significantly impact the trading price of the Shares, until ten (10) trading days after the date such information is publicly disclosed.

Consent to Receive Information in English. By accepting the Stock Award, Awardee confirms having read and understood the documents related to the Stock Award (the Plan and the Award Agreement) which were provided in the English language. Awardee accepts the terms of these documents accordingly.

Consentement Relatif à l'Utilisation de l’Anglais. En acceptant l'Attribution (« Stock Award »), le Bénéficiaire confirme avoir lu et compris les documents relatifs à l’Attribution (le Plan (« Keysight Technologies, Inc. 2014 Equity and Incentive Compensation Plan ») et le Contrat d'Attribution) qui ont été remis en anglais. Le Bénéficiaire accepte les termes de ces documents en connaissance de cause.

GERMANY

There are currently no country-specific provisions.

JAPAN

There are currently no country-specific provisions.

MALAYSIA

Data Privacy. This provision replaces Section 11 of the Award Agreement in its entirety.


Awardee hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of his or her personal data as described in this Award Agreement, including any country-specific Appendix attached hereto, and any other Plan participation materials by and among, as applicable, the Employer, the Company and its Subsidiaries and Affiliates or any third parties authorized by the same for the exclusive purpose of implementing, administering and managing Awardee's participation in the Plan. Awardee may have previously provided the Company and the Employer with, and the Company and the Employer may hold certain personal information about Awardee, including, but not limited to, Awardee's name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all Stock Awards or any other entitlement to Shares awarded, cancelled, exercised, vested, unvested or outstanding in Awardee's favor ("Data"), for the exclusive purpose of implementing, administering and managing the Plan. Awardee understands that Data will be transferred to the External Administrator or			Penerima Anugerah dengan ini secara eksplicit dan tanpa sebarang keraguan mengizinkan pengumpulan, penggunaan dan pemindahan, dalam bentuk elektronik atau lain-lain, data peribadinya seperti yang dinyatakan dalam Perjanjian Penganugerahan ini, termasuklah apa-apa Lampiran khusus bagi negara yang dilampirkan di sini, dan apa-apa bahan penyertaan Pelan oleh dan di antara, sebagaimana yang berkenaan, Majikan, Syarikat dan Anak Syarikatnya dan Syarikat Sekutu atau mana-mana pihak ketiga yang diberi kuasa oleh yang sama untuk tujuan ekslusif untuk pelaksanaan, pentadbiran dan pengurusan penyertaan Penerima Anugerah dalam Pelan tersebut. Sebelum ini, Penerima Anugerah mungkin telah membekalkan Syarikat dan Majikan dengan, dan Syarikat dan Majikan mungkin memegang, maklumat peribadi tertentu tentang Penerima Anugerah, termasuk, tetapi tidak terhad kepada, namanya, alamat rumah dan nombor telefon, tarikh lahir, nombor insurans sosial atau nombor pengenalan lain, gaji, kewarganegaraan, jawatan, apa-apa saham atau jawatan pengarah yang dipegang dalam Syarikat, butir-butir semua Anugerah Saham atau apa-apa hak lain untuk Saham yang dianugerahkan, dibatalkan, dilaksanakan, terletak hak, tidak diletak hak ataupun bagi faedah Penerima Anugerah (“Data”), untuk tujuan yang eksklusif bagi melaksanakan, mentadbir dan menguruskan Pelan tersebut. Penerima Anugerah memahami bahawa Data


such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the implementation, administration and management of the Plan and that Data may be transferred to certain other third parties assisting the Company with the implementation, administration and management of the Plan, including any requisite transfer of such Data as may be required to a broker or third party with whom Awardee may elect to deposit any Shares acquired pursuant to Awardee's participation in the Plan. Awardee understands that these recipients may be located in the United States or elsewhere, and that the recipients' country (e.g., the United States) may have different data privacy laws and protections than Awardee's country. Awardee understands that Awardee may request a list with the names and addresses of any potential recipients of the Data by contacting Awardee's local human resources representative. Awardee authorizes the Company, the External Administrator and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing Awardee's participation in the Plan. Awardee understands that Data will be held only as long as is necessary to implement, administer and manage Awardee's participation in the Plan. Awardee understands that Awardee may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing his or her local human resources representative. Further, Awardee understands that Awardee is providing the consents herein on a purely voluntary basis. If Awardee does not consent, or if Awardee later seeks to revoke his or her consent,			akan dipindahkan kepada Pentadbir Luar atau pembekal perkhidmatan pelan saham lain yang mungkin dipilih oleh Syarikat pada masa depan, yang membantu Syarikat dalam melaksanakan, mentadbir dan menguruskan Pelan tersebut, dan Data mungkin boleh dipindahkan kepada pihak ketiga lain yang tertentu yang membantu Syarikat dengan pelaksanaan, pentadbiran, dan pengurusan Pelan, termasuklah apa-apa pemindahan yang diperlukan untuk Data yang diwajibkan kepada broker atau pihak ketiga dengan sesiapa yang Penerima Anugerah pilih untuk mendepositkan Saham yang diperolehi melalui penyertaan Penerima Anugerah dalam Pelan. Penerima Anugerah mengakui bahawa penerima-penerima ini mungkin berada di Amerika Syarikat atau di tempat lain, dan bahawa negara penerima (contohnya, Amerika Syarikat) mungkin mempunyai undang-undang privasi data dan perlindungan yang berbeza daripada negara Penerima Anugerah. Penerima Anugerah memahami bahawa Penerima Anugerah boleh meminta senarai dengan nama dan alamat mana-mana penerima Data dengan menghubungi wakil sumber manusia tempatannya. Penerima Anugerah memberi kuasa kepada Syarikat, Pentadbir Luar dan mana-mana penerima lain yang mungkin membantu Syarikat (masa sekarang atau pada masa depan) untuk melaksanakan, mentadbir dan menguruskan Pelan tersebut untuk menerima, memiliki, menggunakan, mengekalkan dan memindahkan Data, dalam bentuk elektronik atau lain-lain, semata-mata dengan tujuan untuk melaksanakan, mentadbir dan menguruskan penyertaannya dalam Pelan tersebut. Penerima Anugerah faham bahawa Data akan dipegang hanya untuk tempoh yang diperlukan untuk melaksanakan, mentadbir dan menguruskan penyertaannya dalam Pelan tersebut. Penerima Anugerah memahami bahawa Penerumna Anugerah boleh, pada bila-bila masa, melihat data, meminta maklumat tambahan mengenai penyimpanan dan pemprosesan Data, meminta bahawa pindaan-pindaan dilaksanakan ke atas Data atau menolak atau menarik balik persetujuan dalam ini, dalam mana-mana kes, tanpa kos, dengan menghubungi secara bertulis wakil sumber manusia tempatannya. Selanjutnya,


Awardee's employment status or Service and career with the Employer will not be adversely affected; the only consequence of refusing or withdrawing Awardee's consent is that the Company would not be able to grant Awardee Stock Awards or other equity awards or administer or maintain such awards. Therefore, Awardee understands that refusing or withdrawing his or her consent may affect Awardee's ability to participate in the Plan. For more information on the consequences of Awardee's refusal to consent or withdrawal of consent, Awardee understands that Awardee may contact his or her local human resources representative.			Penerima Anugerah memahami bahawa dia memberikan persetujuan di sini secara sukarela. Jika Penerima Anugerah tidak bersetuju, atau jika Penerima Anugerah kemudian membatalkan persetujuannya, status pekerjaan atau perkhidmatan dan kerjayanya dengan Majikan tidak akan terjejas; satunya akibat buruk jika dia tidak bersetuju atau menarik balik persetujuannya adalah bahawa Syarikat tidak akan dapat memberikan Anugerah-anugerah Saham atau anugerah ekuiti lain kepada Penerima Anugerah atau mentadbir atau mengekalkan anugerah tersebut. Oleh itu, Penerima Anugerah memahami bahawa keengganan atau penarikan balik persetujuannya boleh menjejaskan keupayaannya untuk mengambil bahagian dalam Pelan tersebut. Untuk maklumat lanjut mengenai akibat keengganan Penerima Anugerah untuk memberikan keizinan atau penarikan balik keizinan, Penerima Anugerah memahami bahawa Penerima Anugerah boleh menghubungi wakil sumber manusia tempatannya.

SINGAPORE

Securities Law Acknowledgment. Awardee understands that the Stock Award is granted pursuant to the "Qualifying Person" exemption under section 273(1)(f) of the Securities and Futures Act (Chapter 289, 2006 Ed.) ("SFA") and is not made with a view to the Shares being subsequently offered for sale to any other party. The Plan has not been lodged or registered as a prospectus with the Monetary Authority of Singapore. Awardee acknowledges that the Stock Award is subject to section 257 of the SFA and Awardee will not be able to make (1) any subsequent sale of the Shares in Singapore or (2) any offer of such subsequent sale of the Shares in Singapore, unless such sale or offer is made pursuant to the exemptions under Part XIII Division 1 Subdivision (4) (other than section 280) of the SFA.

Director Notification Requirement. If Awardee is a director, associate director or shadow director of a Singaporean Affiliate or Subsidiary, Awardee acknowledges that he or she is subject to certain notification requirements under the Singapore Companies Act. In particular, Awardee must notify the Singaporean Affiliate or Subsidiary in writing of an interest (e.g., Stock Award, Shares, etc.) in the Company or any related companies within two (2) business days of (a) its acquisition or disposal,

(b) any change in a previously disclosed interest (e.g., when the Shares are sold), or (c) becoming a director (if such an interest exists at the time).

UNITED STATES

There are currently no country-specific provisions.

APPENDIX B

[Performance Goal/Criteria details to be inserted - tailored for regular executives versus new executives]

Document

Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Satish Dhanasekaran, certify that:

1.I have reviewed this Form 10-Q of Keysight Technologies, Inc. ("the Registrant");

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;

4.The Registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:

(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and

5.The Registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):

(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.


Date:	August 29, 2024
		/s/ Satish Dhanasekaran
		Satish Dhanasekaran
		President and Chief Executive Officer

Document

Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Neil Dougherty, certify that:

1.I have reviewed this Form 10-Q of Keysight Technologies, Inc. ("the Registrant");

(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.


Date:	August 29, 2024
		/s/ Neil Dougherty
		Neil Dougherty
		Executive Vice President and Chief Financial Officer

Document

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Keysight Technologies, Inc. (the "Company") on Form 10-Q for the period ended July 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Satish Dhanasekaran, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.


Date:	August 29, 2024	/s/ Satish Dhanasekaran
		Satish Dhanasekaran
		President and Chief Executive Officer

Document

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Keysight Technologies, Inc. (the "Company") on Form 10-Q for the period ended July 31, 2024, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Neil Dougherty, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date:	August 29, 2024	/s/ Neil Dougherty
		Neil Dougherty
		Executive Vice President and Chief Financial Officer