What changed in this filing

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Item 1. Business

2024-12-17 compared with 2023-12-15 · 106 added, 139 removed, 296 unchanged (45% of the section changed)

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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 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 on ever-shorter schedules.

Keysight’s portfolio of hardware, software, and services enables our customers’ engineering workflows as they design, manufacture, deploy, and optimize their products and solutions.

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Competitive Advantages

Keysight conducts business with global customers, including many Fortune 1000 companies that are developing new electronic technologies, networks, systems, devices, and components.

Keysight conducts business globally with over 40,000 end customers each year, including many Fortune 1000 companies that are developing new electronic technologies, networks, systems, devices, and components.

The following advantages enable us to deliver on our commitment of sustained value creation for our stakeholders.

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Keysight’s history of collaborative innovation is demonstrated by our service to leading companies across the diverse markets that we address.

Our customers trust Keysight to deliver the technological expertise, leading-edge capabilities, and broad solutions portfolio that they need to execute on their product development goals.

Keysight primarily employs a comprehensive global direct sales channel with experienced management and highly technical sales and application engineers, including a strong local presence in emerging markets.

These teams are supported by tight collaboration with the engineering teams who create the solutions used by our customers so that problems can be addressed efficiently, and solutions enhanced quickly, to enable customer success.

Our customers trust Keysight to deliver the technological expertise, leading-edge capabilities, and broad solutions portfolio that they need to achieve their product development goals.

Keysight employs a comprehensive global direct sales channel with experienced management and highly technical sales and application engineers, including a strong local presence in emerging markets.

These sales personnel are supported by tight collaboration with the engineering teams who create the solutions used by our customers so that problems can be addressed efficiently, and solutions enhanced quickly, to enable customer success.

Our legacy of over 80 years of contribution in measurement science and the resulting breadth of our products and solutions yields a large, global installed base.

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We employ a combination of strategies to lead in this area, including engagement with top standards bodies and industry consortia and close collaboration with top research programs in universities and industry.

Our central R&D team, Keysight Labs, focuses on developing breakthrough hardware and software technologies that are deployed in application-specific contexts by our business-specific engineering teams.

Our central R&D team, Keysight Labs, focuses on developing breakthrough hardware and software technologies that are deployed in application-specific contexts by our business engineering teams.

We develop and incorporate proprietary semiconductor and packaging technology to address the specific needs of our solutions, enabling differentiated performance within our industry.

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Providing leading-edge, application-focused solutions for our customers in line with their project schedules is key to our differentiation and value delivery and facilitates the continuous advancement of electronics technology.

With a software-centric

solutions and customer-centered focus, we continue to make strategic investments to expand the R&D mix of our revenue and grow the software and services content of our business, which has the added benefit of increasing recurring revenue.

With a software- and

customer-centric focus, we continue to make strategic investments to expand the R&D mix of our revenue and grow the software and services content of our business, which has the added benefit of increasing recurring revenue.

Durable and resilient business model

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This approach provides flexibility with the added benefit of expanding our reach and providing improved transactional purchase capability.

We use a centralized order fulfillment organization that supplies solutions to customers worldwide, allowing us to leverage the scale of our business to provide high-quality products while maintaining competitive gross margins.

We complement our in-house capabilities with an extensive network of suppliers and subcontractors, which allows us to adapt to changing market conditions.

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Innovative culture

Keysight's culture has at its foundation the operating principles and values embodied in the Keysight Leadership Model, with innovation as a key source of our strength.

Our employees across the world embrace these principles and deliver industry-leading capabilities across a range of fields that are not only technical in nature but encompass a wide range of contributions to our business, customers, and shareholders.

Keysight is increasingly recognized as a great place to work.

Keysight's culture has at its foundation the operating principles and values embodied in the KLM, with innovation as a key source of our strength.

Our employees around the world embrace these principles and deliver industry-leading capabilities across a range of fields that are not only technical in nature but encompass a wide range of contributions to our business, customers, and shareholders.

Keysight continues to be recognized as an employer of choice.

We strive to enable employee growth in a diverse, inclusive, and respectful work environment that offers challenging assignments, development opportunities, competitive compensation, and a safe workplace.

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This priority is central to our value contribution for our customers in their world of increasing technology complexity and decreasing time-to-market.

To this end, our intent is to invest approximately 16% of our revenue in R&D annually.

To this end, our intent is to invest approximately 16% of our revenue in R&D annually over the cycle.

In 2024, R&D investment totaled $919 million.

We employ vertical technology integration that leverages investments in core hardware technology, such as advanced semiconductor capability provided by our in-house fab, custom packaging from our technology centers, and other unique competencies.

We integrate these hardware technologies with core software capabilities, enabled by our software engineering teams (representing the majority of our R&D staff) and accelerated by leveraging our broad portfolio and layering relevant services to deliver differentiated solutions that meet the needs of the market.

We integrate these hardware technologies with core software functionality enabled by our software engineering teams (representing the majority of our R&D staff) and accelerated by leveraging our broad portfolio.

We then add relevant services to deliver differentiated solutions that meet the needs of the market.

Deep relationships with market-defining customers provide detailed understanding of their needs and schedules.

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Capture opportunities in our served addressable market and expand in attractive adjacencies

Building on our industry-leading position, we are investing to capitalize on emerging technologies, expanding our portfolio of solutions and engaging earlier in our customers’ design and innovation life cycles to enhance our value and ensure we hit technology inflections.

This is an important aspect of our capital allocation strategy to deliver sustainable and profitable growth.

We continue to work on multiple potential vectors for growth as we expand Keysight’s contributions across the technology stack, building on our core strength in physical layer test and adding new protocol layer test and system emulation capabilities, as well as new application layer solutions that address opportunities in design and data management.

In 2023, Keysight acquired Cliosoft Inc., adding design and intellectual property data management capabilities to complement our design software portfolio.

In November 2023, we acquired a controlling block of share capital of ESI Group SA, which helps broaden our software capabilities and further our strategy of moving upstream into the earlier stages of our customers’ design cycles.

In 2024, we acquired ESI Group SA (“ESI Group”), broadening our software offerings with the addition of computer-aided engineering solutions.

In addition, we enhanced our security offerings with the acquisition of Riscure Holding B.V., providing testing solutions and software for semiconductor, embedded systems, and Internet of Things (“IoT”) devices, and extended our range of radio frequency (“RF”) and microwave (“uW”) instruments with the acquisition of AnaPico AG.

In fiscal 2024, we announced our intention to acquire Spirent Communications PLC to complement our position in communications test, and entered into a definitive agreement with Synopsys, Inc.

(“Synopsys”) to acquire Synopsys’ Optical Solutions Group to further broaden our design engineering software portfolio.

Grow recurring revenue

This component of our strategy builds on the increasing software content in our solutions and delivering value to customers throughout the solution lifecycle.

This component of our strategy benefits from the increasing software content in our solutions and emphasizes delivering continuous value to our customers throughout the solution lifecycle.

It also leverages our broad services portfolio as we provide unique and high-value services to extend the value of our solutions.

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Keysight strives to be a good steward of capital.

Leveraging the strength of our differentiated portfolio and flexible operating model, together with our strong balance sheet and cash generation, we maintain our disciplined approach to capital allocation, balancing investment for organic growth, mergers and acquisitions ("M&A"), and return of capital.

Broad Portfolio of Design and Test Solutions

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The main components of our portfolio are hardware, software, and services that are delivered on a standalone basis or combined into application-specific solutions.

Application-specific solutions employ a software-centric approach that directly leverages the breadth of our portfolio by combining relevant hardware, software, and services into solutions that address high-value applications and specific industry requirements.

This approach allows Keysight to deliver differentiated value to our customers, built from a foundation of industry-leading products and services that can be customized to meet their needs.

This approach allows Keysight to deliver differentiated value to our customers, built from a foundation of industry-leading products and services that can be configured to meet their needs.

Hardware products include a broad range of platforms delivering precise measurement and control of numerous electrical and information properties in signals.

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Some of the major product categories are:

• Spectrum and Signal Analyzers – a line of products providing detailed analysis of complex communications and radar signals across a wide range of frequencies, including radio frequency ("RF"), microwave ("uW"), and optical.

• Network Analyzers – an array of products providing detailed characterization of the behavior of electronic components and systems when stimulated by a range of input signals.

• Network Analyzers – an array of products providing detailed characterization of the behavior of electronic components and subsystems when stimulated by a range of input signals.

• Power Analyzers – a range of products to accurately measure voltage, current, and power characteristics of an electronic device or system under a range of operating conditions.

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• Oscilloscopes – a range of products offering precise visualization, debug, and characterization of time domain signals across a wide range of operating conditions.

• Digital Multimeters – a range of products delivering accurate and reliable measurement of basic electrical parameters in a variety of form factors.

• Digital Multimeters – a range of products in a variety of form factors delivering accurate and reliable measurement of basic electrical parameters.

• Signal Generators (Signal Sources) – a range of products offering flexibility and precise control of the generation of a broad variety of signals used to provide stimulus to electronic devices and systems under test.

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More details can be found on our website using the link at the end of this section.

Software products are characterized in the following three categories:

Software represents a crucial component of our strategy to deliver differentiated, first-to-market solutions to our customers.

Our open and scalable PathWave software platform accelerates our ability to deliver application-specific measurement solutions that integrate our instruments into connected workflows with automation, data management, and analytics.

Keysight’s software products are characterized in the following three categories:

• Instrument software applications are designed to optimize the value that our customers derive from our instruments, providing faster insight and analytics by integrating the instrument’s hardware and software into an application-focused solution.

This approach typically builds on the basic software used to operate our instruments by adding software applications that are pre-installed to deliver measurements tailored to a specific application.

For example, customers may purchase a signal analyzer equipped with a software application to analyze specific signals such as satellite communications signals.

This approach typically builds on the basic software used to operate our instruments by adding software applications to deliver measurements tailored to a specific application.

For example, customers may purchase a signal analyzer equipped with a software application to analyze specific signals such as those used in satellite communications.

• Software application solutions unify multiple instruments into an application-specific measurement solution, providing faster time to insight across industry-specific applications, technologies, and lifecycle phases.

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• Our standalone software solutions enable customers to address their design, simulation, emulation, test automation, and quality assurance needs in the R&D lab and beyond.

These solutions are built on our open and scalable PathWave software platform and enable our customers to efficiently translate virtual designs into physical products.

Our software test automation platform uses artificial intelligence and machine learning ("AI-ML") to accelerate customer productivity in software test creation and execution.

Keysight Global Services provide support services to enable our customers’ success with their Keysight products and solutions.

These solutions enable our customers to efficiently develop robust product designs and translate them into physical products.

Our software test automation platform uses artificial intelligence and machine learning to accelerate customer productivity in software test creation and execution.

Keysight Global Services provides support services to enable our customers’ success with their Keysight products and solutions.

Our global scale is complemented by localized presence with trained engineers and technicians delivering our services via regional support centers located near customers or on-site teams.

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Operating Segments

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

We have two reportable operating segments, the Communications Solutions Group (“CSG”) and the Electronic Industrial Solutions Group (‘EISG”).

Communications Solutions Group

The Communications Solutions Group ("CSG") serves customers spanning the global commercial communications and aerospace, defense, and government end markets.

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 that include AI-ML to automatically identify, build, and execute tests critical to digital business success and a strong customer experience.

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.

Commercial Communications

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These needs have also evolved rapidly given the continuous advancement of digital, communications, and computing standards.

Keysight’s broad portfolio of products and solutions serve their many specific

applications, accelerating the development, validation, and quality manufacturing and deployment of their products and services, as well as aiding in their secure and efficient operation, service, and repair.

Keysight’s broad portfolio of products and solutions serve their many specific applications, accelerating the development, validation, quality manufacturing and deployment of their products and services, as well as aiding in their secure and efficient operation, service, and repair.

Aerospace, Defense, and Government

The market for Keysight’s aerospace, defense, and government solutions consists of applications addressing secure and highly reliable communications, space and satellite equipment development and operations, and government research across a wide spectrum of electronics technologies used in aerospace and defense.

Typical applications include electromagnetic spectrum operations (e.g., communications, radar, signal intelligence), cybersecurity, and others, often incorporating ruggedized and high-reliability designs for military equipment.

Research applications are wide-ranging and include these areas and others, such as quantum communications and computing, cyber-physical control systems (e.g., battery, control systems, smart grid technologies), energy as well as materials science research.

General applications include electromagnetic spectrum operations (e.g., communications, radar, signal intelligence), cybersecurity, and others, often incorporating ruggedized and high-reliability designs for military equipment.

Research applications are wide-ranging and include areas such as quantum communications and computing, cyber-physical control systems, energy as well as materials science research.

Our aerospace, defense, and government customers are research agencies and manufacturers serving the aerospace and defense industries, including commercial and government customers and their contracted suppliers.

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Electronic Industrial Solutions Group

The Electronic Industrial Solutions Group ("EISG") serves customers across a diverse set of end markets focused on automotive and energy, semiconductor solutions, and general electronics.

The group's solutions consist of electronic design and test software, instrumentation, systems, and related services.

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.

Automotive and Energy

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Our customers are innovating in energy management and advanced cyber-physical control systems that are the building blocks of these complex and transformative systems.

These customers, many of whom are pioneering new standards and capabilities involving the application of advanced communications, computing, and applied materials research, require advanced design, simulation, and measurement capability to fully explore these new application areas and enable the development of their products and services.

development of their products and services.

They rely on Keysight’s software-centric solutions to analyze and validate their concepts and products, thereby increasing their productivity and ultimately speeding the arrival of their products to market.

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This innovation requires new approaches to design and measurement to enable realization of the design in the fab along with efficient testing at scale to preserve yield.

Our semiconductor customers are primarily design and production teams in semiconductor and capital equipment companies who are looking to differentiate their offerings by implementing innovative new silicon architectures and continuing

to advance the state of the art in semiconductor device capability.

These innovations are the foundation of advances in electronics that are powering many new technologies in today’s high-tech world.

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The market for Keysight’s general electronics solutions spans a broad set of design and measurement applications that enable electronics designers and manufacturers across a wide range of industrial and academic settings.

These applications represent basic and advanced design, simulation, and measurement capability that support the electronics industry and is driven by digital transformation and the growth of connected devices (Internet of Things), including consumer electronics, digital health applications, smart manufacturing, and the growth of digital classroom learning.

These applications represent basic and advanced design, simulation, and measurement capability that support the electronics industry and is driven by digital transformation and the growth of connected devices (IoT), including consumer electronics, digital health applications, smart manufacturing, and the growth of digital classroom learning.

Our general electronics customers include design teams in leading and emerging companies that are innovating to bring higher levels of connectivity, utility, and automation, along with new business models, to their customers.

In many cases they are embracing new communications technology and working to incorporate the latest electronics to enable longer battery life, higher performance, or other differentiators for their systems.

They trust Keysight's design and measurement solutions to accelerate their development and productization processes, while enhancing quality and profitability for their business.

Keysight's design and measurement solutions accelerate our customers’ development and productization processes.

The following discussions include information common to each of our businesses.

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We believe that our technology leadership serves as a competitive differentiator.

The proprietary software and hardware technologies unavailable in the commercial markets and developed by our R&D technology centers around the world enable many Keysight products to deliver differentiated design and measurement solution capability to address our customers' engineering requirements.

The proprietary software and hardware technologies developed by our R&D technology centers around the world enable many Keysight products to deliver differentiated design and measurement solution capability to address our customers’ engineering requirements.

We compete with a variety of organizations that offer similar services and solutions, but none of our competitors offer the full range of product and services at the scale we do or serve all the same markets in the aggregate or by segment.

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enabling technologies, system design, simulation, and measurement, with the aim of building a strong foundation for next-generation and longer-term solutions.

Our most significant technology development centers are in the United States (California, Colorado and Texas), India, Malaysia, Romania, Germany, China, Japan, United Kingdom, Spain, Singapore and Finland.

Our most significant technology development centers are in the United States (California, Colorado and Texas), India, Germany, Malaysia, Romania, China, Japan, Spain, Singapore, United Kingdom and France.

We anticipate that we will continue to maintain R&D expenditures to deliver a continuous flow of innovative, high-quality customer solutions, products, and services.

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We also have a global software subscription and renewals channel, selling our standalone enterprise software solutions including computer-aided engineering and design workflow solutions.

Together, all of our direct sales organizations serve customers globally across the commercial

communications, aerospace, defense and government, automotive and energy, semiconductor and general electronics markets.

Together, all of our direct sales organizations serve customers globally across the commercial communications, aerospace, defense, and government, automotive and energy, semiconductor and general electronics markets.

More than 80 percent of our business comes from customer interactions with our direct sales organization.

To complement our direct sales force, we have an extensive network of over 800 channel partners around the world.

To complement our direct sales force, we have over 800 agreements with channel partners around the world.

These channel partners include resellers, manufacturer’s representatives, and distributors.

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We utilize a combination of both in-house manufacturing and contract manufacturers to maximize our productivity and our ability to respond to market conditions.

Our in-house manufacturing efforts are focused on the highest value added, more complex and highly technical aspects of production and plating.

We use contract manufacturers for assembly, printed circuit board production and chassis assembly.

We have centralized manufacturing in Penang, Malaysia, our largest manufacturing facility, which focuses on the final assembly of our most sophisticated instruments and on final tuning, calibration and test of instruments across the broader portfolio.

Our in-house manufacturing efforts are focused on the highest value added, more complex and highly technical aspects of production.

We use contract manufacturers for assembly and printed circuit board production.

We have centralized manufacturing in Penang, Malaysia, our largest manufacturing facility, which focuses on the final assembly of our most sophisticated instruments and on tuning, calibration and test of instruments across the broader portfolio.

Our other principal finished good manufacturing facilities are in California and Colorado in the United States, and Germany and Japan outside of the United States.

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Colorado Springs, Colorado;

and Boeblingen, Germany that collectively provide key components and sub-systems for our instruments, including microwave monolithic integrated circuits, thick and thin film circuits, optical components, high-speed probes and precision machining.

Our technology centers provide a competitive advantage by developing and manufacturing differentiated technology components with performance levels that are not commercially available.

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Human Capital

We have a diverse, inclusive, and respectful work environment, where employees are offered challenging assignments, development opportunities, competitive salaries and a safe workplace.

As of October 31, 2023, we had approximately 14,900 employees worldwide representing more than 80 nationalities working in 30 countries.

We have a diverse and inclusive work environment, where employees are offered challenging assignments, development opportunities, competitive salaries and a safe workplace.

We believe our culture, which fosters employee inclusion, engagement, and innovation, is a competitive advantage.

We are committed to maintaining a work environment founded on respect for all.

As of October 31, 2024, we had approximately 15,500 employees worldwide.

Of those employees, 5,100 are located in the Americas (including 4,900 in the United States), 3,400 are located in Europe, and 7,000 are located in Asia Pacific.

Culture, Values and Standards

Our total headcount includes employees of companies acquired by us during the fiscal year.

All other metrics exclude employees of acquired companies until such time as employees are fully integrated into Keysight’s human resources systems.

Our core values and culture reflect a commitment to ethical business practices and outstanding corporate citizenship.

We adhere to the tenets of the United Nations Guiding Principles on Business and Human Rights, and core International Labor Organization conventions, and we are an affiliate member of the Responsible Business Alliance.

We comply with the labor and employment laws of all countries in which we operate, prioritizing fair employment practices, labor compliance, non-

discrimination, and equal employment opportunity.

The KLM is the framework for how we do business, enabling us to execute on our strategies for the benefit of our customers, stockholders and employees, while operating within our values of Speed and Courage, Uncompromising Integrity, High Performance, Social Responsibility and One Keysight.

We believe our culture, which fosters employee inclusion, engagement, and innovation, is a competitive advantage.

We are committed to maintaining a work environment founded on respect for all, regardless of race, color, age, sex, sexual orientation, gender identity and expression, ethnicity, religion, disability, veteran status, national origin, or any protected class.

Our Harassment Policy requires that all who work for Keysight be treated with dignity, respect, and courtesy.

Our Keysight Standards of Business Conduct (“SBC”) govern our dealings with our customers, competitors, suppliers, third-party partners, as well as with our fellow employees, and is available for review on our website.

Our employees are responsible for upholding the SBC, and SBC training is required annually for all our employees.

Oversight and Governance

The Chief People and Administrative Officer (“CAO”) is responsible for developing and executing the company’s human capital strategy.

Our strategy incorporates global policies and programs for leadership and talent development, diversity, equity and inclusion, compensation, benefits, staffing and workforce planning, human resources systems, education, and organization development.

The CAO is responsible for developing and integrating the company’s diversity, equity, and inclusion priorities and strategy.

The Chief Executive Officer ("CEO") and CAO regularly update our board of directors and the Compensation and Human Capital Committee (the “Committee”) on human capital matters.

The Chief Executive Officer and CAO regularly update our board of directors and the Compensation and Human Capital Committee on human capital matters.

We provide multiple avenues for employee input.

Our “Open-Door Policy” provides employees with direct access to any level of management to discuss ideas, get input on career development, and discuss concerns in a constructive manner.

Hiring, Retention and Succession Planning

We understand that Science, Technology, Engineering and Math ("STEM") education is critical to creating a pipeline of future engineers.

We provide global support for STEM education through a variety of company-sponsored and employee-led programs, which introduce school-age students to engineering.

Our talent acquisition and Human Resources teams work with business leaders to understand and align on how our business goals and strategies impact our talent needs.

The teams use this information to inform recruiting efforts and to build talent pipelines to support growth.

In partnership with the marketing team, we have built a strong company brand utilizing multiple communication platforms to better enable us to attract top talent.

We continue to refine and expand our talent acquisition strategies and processes.

As part of our talent acquisition strategy, we provide training to recruiters and hiring managers to assist them in recruiting and hiring top talent.

We had a global job offer acceptance rate of 86.8 percent in 2023.

Our business leaders are required to periodically evaluate employee contributions to the company and to identify key contributors, as well as those in need of improvement.

At least annually, we provide employees with feedback on their performance over the past fiscal year.

Working with Human Resources, business leaders develop retention strategies and initiatives to keep critical talent focused and engaged and to minimize attrition.

The average tenure of our employees is 12.6 years.

Our three-year average employee turnover rate was approximately 7.5 percent and has been lower than the industry average for the past five years.

We continue to develop our leadership capability.

We have identified core competencies for leadership positions along with a learning and development framework that can help leaders refine their skills.

Succession planning sessions are conducted annually in each business and at many levels in the organization, including the executive level.

These reviews provide visibility to top talent, potential leadership gaps, and development plans.

Globally, many of our employee population is eligible to retire.

These employees often have valuable skills and historical information and knowledge transfer is critical.

We have knowledge transfer practices and programs to enable us to retain critical knowledge.

In the United States, we have programs specifically designed for retirement-ready employees.

We have a retirement planning program that provides a severance payment in exchange for extended notice of retirement.

Those who are considered critical talent are given an opportunity to gradually reduce hours leading up to retirement, giving us time to transfer critical information and processes.

Once retired, these former employees are given the opportunity to consult with us on a limited basis to provide on-going mentoring and training.

Globally, many of our employees possessing valuable skills and historical information are eligible to retire.

We have developed knowledge transfer practices and programs to enable us to retain critical knowledge.

The average tenure of our employees is 12.6 years.

Our three-year average employee turnover rate was approximately 7.3 percent and has been lower than the industry average for the past five years.

Diversity and Equal Employment Policy

We are an equal opportunity employer, and we are committed to maintaining a diverse and inclusive work environment that is free from harassment and discrimination.

The value we place on diversity, equity and inclusion ("DEI") is a competitive advantage, and it helps us attract and retain the best talent and drive high performance through innovation and collaboration.

We benefit from the innovation that results when people with differing experiences, perspectives, and cultures work together.

We have a DEI Director who is responsible for driving strategy and for implementing new and ongoing DEI initiatives.

To increase the pool of diverse candidates for open positions, we participate in diversity-focused career fairs and conferences in the United States, Asia, and Europe.

We identify diversity recruiting business champions who develop business-specific talent acquisition plans, and we have partnerships with universities worldwide that are aligned with our strategic talent needs, including Historically Black Colleges and Universities in the United States.

We are committed to maintaining a work environment that is free from harassment and discrimination.

The value we place on culture helps us attract and retain the best talent and drive high performance through innovation and collaboration.

In an effort to enable employees to be successful, we provide mentoring programs, inclusive benefits, access to employee network groups, and training for every stage of employment.

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Our Board of Directors has eleven members, three of whom are women, and three are self-identified underrepresented minorities.

In the rest of the workforce, we seek to expand hiring of women globally and underrepresented minorities in the United States.

We established annual hiring goals to improve our workforce diversity.

In 2023, 33.9 percent of our global external new hires were women, exceeding our 2023 goal of 33.6 percent.

In 2023, 61.1 percent of external new hires in the United States were underrepresented minorities, exceeding our goal of 50.1 percent.

For fiscal year 2024, the adjusted hiring goals for global external new women hires is 34.4 percent, and external new underrepresented minorities hires in the United States is 50.1 percent.

A metric in our short-term executive compensation program for fiscal year 2024 is tied to the achievement of these goals.

To measure achievement of this goal, we use the following definition of underrepresented minorities:

Black, African American, Hispanic, Latino, Asian, Pacific Islander, Native American, Native Hawaiian, Alaska Native, or gay, lesbian, bisexual, or transgender.

Learning and Development

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Our employees have access to a wide range of programs, workshops, classes, and resources to help them excel in their careers.

Our Keysight University platform offers training and development programs, as well as learning resources.

Our Employee Educational Assistance Program provides financial and management support to eligible employees, allowing them to pursue academic degrees related to their field of work.

Many of our employees are required to take annual training courses related to their work, including those pertaining to the environment, data privacy, contributing to an inclusive workplace, and workplace health and safety.

We also have leadership development programs including training for new managers and development through ExecOnline.

We hold an annual Keysight Executive Development program with senior leaders to align on strategy and key focus areas for the company.

Compensation and Benefits

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We seek to achieve pay parity across our organization and in 2024 maintained a worldwide women-to-men pay parity of nearly 1:1.

Listening to Employees

We provide multiple avenues for employee input.

Our Open-Door Policy provides employees with direct access to any level of management to discuss ideas, get input on career development, and discuss concerns in a constructive manner.

The MyVoice program fosters inclusion through engagement surveys on a variety of topics that give us insight on what employees value and helps us identify where to prioritize our efforts.

We also created a global Inclusion Council comprised of employees from all functions across the globe to help formulate our inclusion goals and track our progress.

Health, Safety and Wellness

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We accomplish this through strict compliance with applicable laws and regulations regarding workplace safety.

Our programs include recognition and control of workplace hazards, ergonomics training, a global travel health program, and robust emergency and disaster recovery plans.

We promote the health and wellness of our employees through our Employee Well Being programs, our Employee and Family Assistance Program (which includes twelve free sessions with therapists and mental health coaches per year), and workplace accessibility and accommodations.

We promote the health and wellness of our employees through our employee well-being programs, our employee and family assistance program focused on mental health awareness, and workplace accessibility and accommodations.

Backlog represents the amount of revenue expected from orders that have already been booked, including orders for goods and services that have not been delivered to customers, orders invoiced but not yet recognized as revenue (booked as deferred revenue), and orders for goods that were shipped but not yet recognized, awaiting acceptance by customers and/or completion of a commitment to a customer.

At October 31, 2023, our backlog was approximately $2,290 million compared to approximately $2,550 million at October 31, 2022.

The decrease in year-over-year backlog is a result of revenue outpacing orders, primarily driven by the fulfillment of orders and shipments with the easing of supply chain constraints along with the year-over-year decline in orders.

As of October 31, 2024, our backlog was approximately $2,375 million compared to approximately $2,290 million as of October 31, 2023.

The increase in year-over-year backlog is driven by incremental backlog from acquired entities and other business activity.

In accordance with our order acceptance policy, we continue to expect the majority of backlog to be recognized as revenue within six months.

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We apply strict standards for protection of the environment and occupational health and safety to sites inside and outside the United States, even if 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 laws and occupational health and safety laws.

We believe that our properties and operations at our facilities comply in all material respects with applicable environmental, and occupational health and safety laws.

However, the risk of environmental liabilities cannot be completely eliminated, and there can be no assurance that the application of environmental and health and safety laws will not require us to incur significant expenditures.

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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 Keysight in our separation from Agilent on November 1, 2014 (the "Separation").

Agilent has assigned its rights and obligations under this agreement to Keysight in respect to facilities transferred to Keysight in our separation from Agilent on November 1, 2014 (the “Separation”).

As a result, HP has 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.

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.

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We have developed compliance programs and training to prevent violations of these programs and regulations, and we regularly monitor changes in the law and regulations.

On August 3, 2021, we entered into a Consent Agreement with the Directorate of Defense Trade Controls, Bureau of Political-Military Affairs, Department of State to resolve alleged violations of the Arms Export Control Act and the International Traffic in Arms Regulations ("ITAR").

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.

To date, we have paid $3.1 million of the penalty.

The suspended portion of the penalty has been satisfied by amounts we have spent on qualifying compliance activities to date.

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.

In February 2022, the U.S.

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Dhanasekaran served as Keysight’s Vice President and General Manager, Wireless Devices and Operators Business Unit.

June 2015 to May 2016, Mr.

From June 2015 to May 2016, Mr.

Dhanasekaran served as the General Manager of the Mobile Broadband Operation, and from November 2014 through June 2015, he led the marketing function for the Signal Analysis and Signal Sources Division.

Neil Dougherty , 54, has served as Executive Vice President and Chief Financial Officer since May 2022 and as Senior Vice President and Chief Financial Officer of Keysight since December 2013.

Neil Dougherty , 55, has served as Executive Vice President and Chief Financial Officer since May 2022 and as Senior Vice President and Chief Financial Officer of Keysight from December 2013 to May 2022.

From 2012 to December 2013, Mr.

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He served as Senior Director in Agilent’s Corporate Development Group from 2010 to 2012, and from 2006 to 2010, he served as Agilent’s Assistant Treasurer.

Huei Sin Ee, 57, has served as Keysight’s Senior Vice President and President of the Electronic Industrial Solutions Group since October 2020.

Previously, she was Vice President and General Manager of Keysight’s General Electronics Measurement Solutions from November 2015 to October 2020.

Ee concurrently served as Vice President of Keysight Education from September 2018 to October 2020.

From June 2013 to November 2015, Ms.

Ee was the Vice President and General Manager of Keysight’s General-Purpose Electronic Measurement Division.

Ee served as Vice President and General Manager of Agilent’s Basic Instruments Division from February 2005 to May 2013.

Ingrid Estrada , 60, has served as Senior Vice President, Chief People and Administrative Officer and Chief of Staff since August 2017.

Previously, she served as Keysight’s Senior Vice President, Human Resources from December 2013 until August 2017.

From 2011 until December 2013, she served as Vice President and General Manager of Global Sourcing of Agilent.

Soon Chai Gooi , 62, has served as Senior Vice President, Order Fulfillment and Digital Operations since October 2020 and as Senior Vice President and President of the Electronic Industrial Solutions Group from November 2015 to October 2020.

Previously, she served as Keysight’s Senior Vice President, Human Resources from December 2013 to August 2017.

From 2011 to December 2013, she served as Vice President and General Manager of Global Sourcing of Agilent.

Soon Chai Gooi , 63, has served as Senior Vice President, Order Fulfillment and Digital Software Solutions since October 2020 and as Senior Vice President and President of the Electronic Industrial Solutions Group from November 2015 to October 2020.

From December 2013 to November 2015, Mr.

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Gooi served as President, from November 2012 to September 2013, and as Senior Vice President, from December 2011 to November 2012, of Agilent's Order Fulfillment and Supply Chain.

Kary , 56, has served as Senior Vice President and President of the Electronic Industrial Solution Group since November 2024.

He served as Vice President, Treasurer and Investor Relations of Keysight from December 2013 to November 2024.

From March 2012 to December 2013, Mr.

Kary served as Vice President of Finance and Group Chief Financial Officer, Life Sciences Group for Agilent Technologies, Inc.

and from March 2010 to February 2012 as Vice President of Finance, Global Infrastructure and Enterprise Financial Planning and Analysis.

Jeffrey Li , 55, has served as Senior Vice President, General Counsel, and Secretary since July 2019.

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Li served as Vice President, Assistant General Counsel, and Assistant Secretary of Keysight, and as Senior Counsel of Agilent from 2011 to December 2013.

Kailash Narayanan , 50 , has served as Keysight's Senior Vice President and President of the Communications Solutions Group since November 2021.

Kailash Narayanan , 51 , has served as Senior Vice President and President of the Communications Solutions Group since November 2021.

From November 2020 until November 2021, Mr.

Narayanan served as President of the Commercial Communications business.

He served as Vice President and General Manager, Wireless Test Business Unit, from September 2017 until November 2020, and was Vice President and General Manager, Wireless Devices from May 2016 until September 2017.

From November 2014 until May 2016, Mr.

Narayanan served as R&D Senior Manager of Keysight's Mobile Broadband business.

He served as Vice President and General Manager, Wireless Test Business Unit, from September 2017 to November 2020, and was Vice President and General Manager, Wireless Devices from May 2016 to September 2017.

From November 2014 to May 2016, Mr.

Narayanan served as R&D Senior Manager of Mobile Broadband Operation.

John Page, 60, has served as Senior Vice President and President of Global Services since November 2015 and most recently served as Vice President of Business Finance of Keysight from February 2014 to November 2015.

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From November 2011 to November 2014, he served as Americas Field Operations Vice President of Agilent's Electronic Measurement Group.

Sung (Steve) J.

Yoon, 58, has served as Senior Vice President, Global Sales since November 2024.

Yoon served as Vice President, Americas Sales Operations from February 2021 to November 2024.

From May 2016 to February 2021, he served as a National Sales Manager in the Americas Sales Organization.

Prior 2016, Mr.

Yoon served in various district and regional sales management roles.

Investor Information

7 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business