3 unchanged sentences
The forward-looking statements involve risks and uncertainties that could cause Keysight’s results to differ materially from management’s current expectations.
−Removed: Such risks and uncertainties include, but are not limited to, the impact of global economic conditions such as inflation or potential recession, 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 related to the impact of national elections results in the U.S.
−Removed: and UK, 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 net zero emissions commitments, and the impact of volatile weather caused by environmental conditions such as climate change.
+Added: Such risks and uncertainties include, but are not limited to, the impact of global economic conditions such as inflation or potential recession, the impacts of increased trade tensions such as an imposition of or increase in tariffs and tightening of export control regulations, slowing demand for products or services, volatility in financial markets, reduced access to credit, changes in interest rates, the existence of political or economic instability, uncertainty related to the impact of national elections results in the U.S.
+Added: and U.K., impacts of geopolitical tension and conflict in regions outside of the U.S., the impact of new and ongoing litigation, impacts related to net zero emissions commitments, and the impact of volatile weather caused by environmental conditions such as climate change.
Our actual results could differ materially from the results contemplated by these forward-looking statements due to various factors, including but not limited to those risks and uncertainties discussed in Part I Item 1A and elsewhere in this Annual Report on Form 10-K.
1 unchanged sentence
Keysight Technologies, Inc.
−Removed: (“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.
+Added: (“we,” “us,” “our,” “Keysight” or “the company”), incorporated in Delaware on December 6, 2013, is a global innovator in the computing, communications and electronics markets, committed to advancing our customers’ business success by helping them solve critical challenges in the development and commercialization of their products and services.
Our mission, “accelerating innovation to connect and secure the world,” speaks to the value we provide our customers in a world of ever-increasing technological complexity.
2 unchanged sentences
Unless otherwise stated, all years and dates refer to our fiscal year.
−Removed: Acquisition of ESI Group SA
−Removed: 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.
−Removed: For the year ended October 31, 2024, our acquisition of ESI Group resulted in incremental revenue of $141 million.
−Removed: In our discussion of changes in our results of operations, we have qualitatively disclosed the impact of the ESI Group acquisition.
+Added: Acquisitions of Spirent Communications plc, Synopsys’ Optical Solutions Group, and Ansys’ PowerArtist RTL Business
+Added: On October 15, 2025, we acquired all of the outstanding common stock of Spirent Communications plc (“Spirent”) for $1,415 million, net of $127 million cash acquired, using existing cash.
+Added: On October 16, 2025, Keysight divested Spirent’s high-speed ethernet, network security, and channel emulation business lines for $399 million to Viavi Solutions Inc.
+Added: (“Viavi”) in connection with satisfying the regulatory conditions set out as part of the Spirent acquisition.
+Added: For the year ended October 31, 2025, our acquisition of Spirent resulted in incremental revenue of $9 million.
+Added: In our discussion of changes in our results of operations, we have qualitatively disclosed the impact of the Spirent acquisition.
+Added: On October 17, 2025, we acquired the Optical Solutions Group business (“OSG”) from Synopsys, Inc.
+Added: (“Synopsys”) and the PowerArtist RTL business (“PowerArtist”) from Ansys, Inc.
+Added: (“Ansys”) for $578 million and $26 million, respectively.
+Added: For the year ended October 31, 2025, the acquisitions had an immaterial impact on our revenue.
See Note 2, “Acquisitions,” for additional information.
−Removed: Macroeconomic environment
−Removed: Our global operations continued to be affected by a challenging macro environment, including higher interest rates, currency movements, inflationary pressures, geopolitical tensions and trade restrictions.
−Removed: These factors resulted in lower demand, as our customers also exercised caution in light of the same environment.
−Removed: 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.
−Removed: 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.
−Removed: For discussion of risks related to potential impacts of macroeconomic headwinds and geopolitical challenges on our operations, business results and financial condition, see Part I Item 1A “Risk Factors.”
+Added: Impact of U.S.
+Added: government tariffs
+Added: Beginning in the second quarter of fiscal 2025, the U.S.
+Added: government announced tariffs on products from most countries and additional reciprocal tariffs on certain countries.
+Added: In response, China and other countries announced retaliatory tariffs against certain imports from the United States.
+Added: There have been recent changes effective August 1, 2025, resulting in broad-based increases in tariff rates, and there has been continuing litigation in the federal courts regarding the validity of the imposition of certain tariffs.
+Added: These tariffs have impacted our financial results for the year ended October 31, 2025.
+Added: We have taken actions across multiple vectors to reduce the impact on our results of operations.
+Added: This multipronged mitigation approach spans our global manufacturing footprint and sourcing strategies, as well as pricing and cost actions.
+Added: For additional discussion of risks related to tariffs and trade relations, please refer to Part I Item 1A “Risk Factors.”
Years ended October 31, 2025, 2024, and 2023
Orders were $5,452 million, $5,033 million, and $5,190 million in 2025, 2024, and 2023, respectively.
+Added: Orders of $5,452 million for 2025 increased 8 percent compared to 2024.
+Added: Acquisitions had a favorable impact of 1 percentage point on the increase, while foreign currency movements had an immaterial impact.
+Added: Orders grew across all regions.
Orders of $5,033 million for 2024 decreased 3 percent compared to 2023.
−Removed: Acquisitions had a favorable impact of 4 percentage points on the order change for 2024 compared to 2023.
−Removed: Foreign currency movements had an immaterial impact on the order change for 2024 compared to 2023.
+Added: Acquisitions had a favorable impact of 4 percentage points on the change, while foreign currency movements had an immaterial impact.
Orders declined in the Americas and Asia Pacific, while Europe was flat.
−Removed: Orders of $5,190 million for 2023 decreased 13 percent compared to 2022.
−Removed: Foreign currency movements had an unfavorable impact of 1 percentage point on the order change for 2023 compared to 2022.
−Removed: Orders declined across all regions, including a double-digit decline in Asia Pacific.
Revenue was $5,375 million, $4,979 million, and $5,464 million in 2025, 2024, and 2023, respectively.
−Removed: Revenue of $4,979 million for 2024 decreased 9 percent compared to 2023.
−Removed: Acquisitions had a favorable impact of 3 percentage points on the revenue change for 2024 compared to 2023.
−Removed: Foreign currency movements had an immaterial impact on the revenue change for 2024 compared to 2023.
−Removed: Revenue declined in both the Communications Solutions Group (“CSG”) and the Electronic Industrial Solutions Group (“EISG”).
−Removed: Revenue from CSG and EISG represented approximately 69 percent and 31 percent, respectively, of total revenue for 2024.
Revenue of $5,375 million for 2025 increased 8 percent compared to 2024.
−Removed: Foreign currency movements had an unfavorable impact of 2 percentage points on the revenue growth for 2023 compared to 2022.
−Removed: A revenue increase in EISG was partially offset by a decline in CSG.
+Added: Acquisitions and foreign currency movements had an immaterial impact on the change.
+Added: Revenue increased in both the Communications Solutions Group (“CSG”) and the Electronic Industrial Solutions Group (“EISG”).
Revenue from CSG and EISG represented approximately 69 percent and 31 percent, respectively, of total revenue for 2025.
+Added: Revenue of $4,979 million for 2024 decreased 9 percent compared to 2023.
+Added: Acquisitions had a favorable impact of 3 percentage points on the change, while foreign currency movements had an immaterial impact.
+Added: Revenue declined in both CSG and EISG.
+Added: Revenue from CSG and EISG represented approximately 69 percent and 31 percent, respectively, of total revenue for 2024.
Net income was $850 million, $614 million, and $1,057 million in 2025, 2024, and 2023, respectively.
−Removed: Net income of $614 million for 2024 decreased 42 percent compared to 2023, 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, favorable gross margin impact from the ESI Group acquisition and lower people-related costs.
−Removed: Net income of $1,057 million for 2023 decreased 6 percent compared to 2022, primarily driven by higher income tax expense, R&D expense, and selling, general and administrative expense, partially offset by higher interest income, higher revenue, and favorable mix.
+Added: Net income of $850 million for 2025 increased 38 percent compared to 2024, primarily driven by higher revenue and net gains on equity investments and derivative instruments and lower income tax provisions, partially offset by higher people-related costs, higher acquisition and integration costs, impact of tariffs, and loss from discontinued operations, net of income taxes.
+Added: Net income of $614 million for 2024 decreased 42 percent compared to 2023, primarily driven by lower revenue and higher acquisition and integration costs, restructuring costs, and amortization of acquisition-related balances, partially offset by lower provision for income taxes, favorable gross margin impact from the ESI Group acquisition, and lower people-related costs.
Cash flows generated from operating activities were $1,409 million, $1,052 million, and $1,408 million in 2025, 2024, and 2023, respectively.
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.
−Removed: 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 and autonomous vehicles, industrial internet of things (“IoT”), and defense modernization.
−Removed: 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.
+Added: 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”), industrial internet of things (“IoT”), defense modernization, and next generation electric vehicles and autonomous vehicles.
+Added: We continue to engage actively with our customers and closely monitor the macroeconomic environment, including tariffs, trade restrictions and tightening of export control regulations, monetary and fiscal policies, and geopolitical tensions.
We remain confident in the long-term secular growth trends of our markets and our ability to outperform in a variety of market conditions.
Currency Exchange Rate Exposure
−Removed: 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, investing and financing activities.
+Added: Our revenues, costs and expenses, and monetary assets and liabilities are exposed to changes in foreign currency exchange rates due to our global operating, investing, and financing activities.
We hedge revenues, expenses, and balance sheet exposures that are not denominated in the functional currencies of our subsidiaries on a short-term and anticipated basis.
−Removed: The result of hedging has been included in our consolidated balance sheet and consolidated statement of operations.
−Removed: We experience some fluctuations within individual lines of the consolidated balance sheet and consolidated statement of operations because our hedging program is not designed to offset the currency movements in each category of revenues, expenses, and monetary assets and liabilities.
+Added: The result of these hedging activities are included in our consolidated balance sheet and consolidated statement of operations.
+Added: We may experience some fluctuations within individual lines of the consolidated balance sheet and 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 cash flow hedging program is designed to hedge short-term currency movements based on a rolling period of up to twelve months.
11 unchanged sentences
Percentage of revenue
−Removed: 75 % 79 % 81 % (5) ppts (2) ppts
+Added: 76 % 75 % 79 % 1 ppt (5) ppts
Services and other $ 1,312 $ 1,262 $ 1,128 4% 12%
Percentage of revenue
−Removed: 25 % 21 % 19 % 5 ppts 2 ppts
−Removed: Gross margin 62.9 % 64.6 % 63.7 % (2) ppts 1 ppt
−Removed: Products 60.9 % 64.2 % 63.3 % (3) ppts 1 ppt
−Removed: Services and other 68.8 % 66.3 % 64.9 % 2 ppts 1 ppt
+Added: 24 % 25 % 21 % (1) ppt 5 ppts
+Added: Gross margin 62.1 % 62.9 % 64.6 % (1) ppt (2) ppts
+Added: Products 60.5 % 60.9 % 64.2 % — (3) ppts
+Added: Services and other 66.9 % 68.8 % 66.3 % (2) ppts 2 ppts
Research and development $ 1,007 $ 919 $ 882 10% 4%
Percentage of revenue
−Removed: 18 % 16 % 16 % 2 ppts 1 ppt
+Added: 19 % 18 % 16 % — 2 ppts
Selling, general and administrative $ 1,474 $ 1,395 $ 1,307 6% 7%
Percentage of revenue
−Removed: 28 % 24 % 24 % 4 ppts —
+Added: 27 % 28 % 24 % (1) ppt 4 ppts
Other operating expense (income), net $ (20) $ (14) $ (15) 49% (6)%
4 unchanged sentences
Other income (expense), net $ 200 $ 35 $ (25) 474% —
−Removed: Income before taxes $ 865 $ 1,357 $ 1,285 (36)% 6%
+Added: Income from continuing operations before taxes $ 1,082 $ 865 $ 1,357 25% (36)%
Provision for income taxes $ 213 $ 251 $ 300 (15)% (17)%
+Added: Income from continuing operations, net of income taxes $ 869 $ 614 $ 1,057 41% (42)%
+Added: Loss from discontinued operations, net of income taxes $ (19) $ — $ — — —
Net income $ 850 $ 614 $ 1,057 38% (42)%
6 unchanged sentences
Americas 7% — (7)% —
−Removed: Europe (2)% 1 ppt 8% (2) ppts
−Removed: Asia Pacific (14)% (1) ppt (1)% (3) ppts
−Removed: Total revenue (9)% — 1% (2) ppts
+Added: Europe 2% 2 ppts (2)% 1 ppt
+Added: Asia Pacific 11% — (14)% (1) ppt
+Added: Total revenue 8% — (9)% —
Gross Margin, Operating Margin, and Income Before Taxes
+Added: Gross margin decreased 1 percentage point in 2025 compared to 2024, primarily driven by the impact of tariffs and unfavorable mix, partially offset by favorable pricing, higher revenue volume, and lower restructuring costs.
Gross margin decreased 2 percentage points in 2024 compared to 2023, primarily driven by lower revenue volume, higher amortization of acquisition-related balances, and higher restructuring costs , partially offset by lower material costs, favorable gross margin impact from the ESI Group acquisition, a nd lower variable people-related costs.
−Removed: Gross margin increased 1 percentage point in 2023 compared to 2022, primarily driven by price increases and favorable mix, partially offset by higher warranty costs.
Excess and obsolete inventory charges were $43 million in 2025, $35 million in 2024, and $27 million in 2023.
+Added: R&D expense increased 10 percent in 2025 compared to 2024, primarily driven by continued investments in key growth opportunities in our end markets and leading-edge technologies, higher variable people-related costs, and incremental costs from acquired businesses .
+Added: We continued to prioritize investments prudently in strategic growth areas and advanced technologies.
R&D expense increased 4 percent in 2024 compared to 2023, primarily driven by incremental costs from acquired businesses, parti ally offset by lower variable people-related costs.
−Removed: We continued to prudently prioritize investments in key growth opportunities in our end markets and leading-edge technologies.
−Removed: R&D expense increased 5 percent in 2023 compared to 2022, primarily driven by investments in key growth opportunities, partially offset by lower variable people-related costs.
−Removed: Selling, general and administrative expenses increased 7 percent in 2024 compared to 2023, primarily driven by higher acquisition and integration costs, incremental costs from acquired businesses, higher amortization of acquisition-related balances, partially offset by lower people-related, marketing, and infrastructure costs resulting from the flexibility of our operating model and cost efficiency measures.
−Removed: Selling, general and administrative expenses increased 2 percent in 2023 compared to 2022, primarily driven by higher infrastructure-related, restructuring, and travel-related costs, partially offset by lower sales commission and variable people-related costs.
−Removed: Other operating expense (income) was income of $14 million, $15 million, and $8 million for 2024, 2023 and 2022, respectively, and primarily include property rental income.
−Removed: During fiscal year 2022, other operating expense (income) included asset impairment charges of $7 million related to the discontinuance of our Russia operations.
−Removed: Operating margin decreased 8 percentage points in 2024 compared to 2023, primarily driven by higher selling, general and administrative and R&D expenses on lower revenue coupled with gross margin declines.
−Removed: Operating margin was flat in 2023 compared to 2022, primarily driven by gross margin gains offset by higher R&D expenses as a percentage of sales.
+Added: Selling, general and administrative expenses increased 6 percent in 2025 compared to 2024, primarily driven by higher acquisition and integration costs, people-related costs, travel costs, and incremental costs from acquired businesses, partially offset by lower infrastructure costs and amortization of acquisition-related balances.
+Added: Selling, general and administrative expenses increased 7 percent in 2024 compared to 2023, primarily driven by higher acquisition and integration costs, incremental costs from acquired businesses, and higher amortization of acquisition-related balances, partially offset by lower people-related, marketing, and infrastructure costs resulting from the flexibility of our operating model and cost efficiency measures.
+Added: Other operating expense (income) was income of $20 million, $14 million, and $15 million for 2025, 2024, and 2023, respectively, and primarily includes property rental income.
+Added: Operating margin was flat in 2025 compared to 2024, as declines in gross margin were offset by lower operating expenses as percentage of sales.
+Added: Operating margin decreased 8 percentage points in 2024 compared to 2023, primarily driven by higher selling, general and administrative and R&D expenses on lower revenue coupled with declines in gross margin.
Interest income for 2025, 2024, and 2023 was $102 million, $81 million, and $102 million, respectively, and primarily related to interest earned on our cash balances.
−Removed: The decline in interest income in fiscal 2024 compared to 2023 was primarily driven by decline in year-over-year cash balances.
−Removed: The increase in interest income in fiscal 2023 compared to 2022 was primarily driven by an increase in interest rates and higher year-over-year cash balances.
−Removed: Interest expense for 2024, 2023 and 2022 was $84 million, $78 million, and $79 million, respectively, and primarily related to interest on our senior notes.
−Removed: Interest expense for 2024, included amortization of debt issuance costs of $4 million related to the bridge credit agreement.
−Removed: See Note 9, “Derivatives,” and Note 11,”Debt,” for additional information.
−Removed: Other income (expense) for 2024, 2023 and 2022 was income of $35 million, expense of $25 million, and income of $14 million, respectively, and primarily include net income related to our defined benefit and post-retirement benefit plans (interest cost, expected return on assets, amortization of net actuarial loss and prior service credits, and gains (losses) on settlements and curtailments), gains (losses) due to currency and derivative instruments, and the change in fair value of our equity investments.
−Removed: The increase in net other income for 2024 compared to 2023 was primarily driven by gains on derivative instruments and higher net gains on our equity investments, partially offset by an increase in pension costs due to higher interest cost on benefit obligations.
−Removed: The increase in net other expense for 2023 compared to 2022 was primarily driven by losses on derivative instruments and higher amortization of net actuarial losses, partially offset by net gains on our equity investments.
+Added: The increase in interest income in 2025 compared to 2024 was primarily driven by increase in year-over-year cash balances.
+Added: The decline in interest income in 2024 compared to 2023 was primarily driven by decline in year-over-year cash balances.
+Added: Interest expense for 2025, 2024, and 2023 was $96 million, $84 million, and $78 million, respectively, and primarily related to interest on our debt instruments.
+Added: See Note 11, “Debt,” for additional information.
+Added: Other income (expense) was income of $200 million, $35 million, and expense of $25 million, for 2025, 2024, and 2023, respectively.
+Added: The increase in net other income for 2025 compared to 2024 was primarily driven by net gains on equity investments, gains on derivative instruments and lower amortization of actuarial losses.
+Added: The increase in net other income for 2024 compared to 2023 was primarily driven by gains on derivative instruments and higher net gains on equity investments, partially offset by an increase in pension costs due to higher interest cost on benefit obligations.
Our headcount was approximately 16,800 as of October 31, 2025, compared to approximately 15,500 as of October 31, 2024.
−Removed: The increase was primarily driven by acquisitions, partially offset by reductions from our cost efficiency measures.
+Added: The increase was primarily driven by acquisitions.
Year Ended October 31,
4 unchanged sentences
The effective tax rate was 20 percent, 29 percent, and 22 percent for 2025, 2024, and 2023, respectively.
+Added: The tax rate in 2025 was lower than the U.S.
+Added: statutory rate, primarily due to a lower effective tax rate on foreign earnings and the utilization of foreign tax credits, partially offset by U.S.
+Added: taxes on Global Intangible Low Taxed Income (“GILTI”) inclusion, and the impact of Pillar Two minimum taxes.
+Added: In July 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted into law in the U.S.
+Added: The OBBBA includes numerous provisions that affect corporate taxation, including changes to bonus depreciation, the expensing of domestic research costs, and modifications to certain U.S.
+Added: international tax rules.
+Added: The company has analyzed the impacts of the OBBBA and reflected them in the current period.
+Added: These impacts do not have a material effect on the tax rate for the year ended October 31, 2025.
+Added: The majority of the tax law changes will take effect in future years.
+Added: The Organization for Economic Cooperation and Development (“OECD”) reached agreement among certain member countries to implement a global minimum tax framework, commonly referred to as Pillar Two, which established a minimum 15 percent income tax rate.
+Added: Various countries have passed legislation to comply with the Pillar Two model rules.
+Added: A subset of these rules became effective for Keysight in the current fiscal year.
+Added: While we expect to meet transitional safe harbor requirements in most jurisdictions, there are a limited number of jurisdictions where we expect Pillar Two taxes to apply.
+Added: The income tax provision for the year ended October 31, 2025 includes the effects of Pillar Two taxes, resulting in a tax expense of $13 million.
+Added: The decrease in the effective tax rate of 9 percentage points from 2024 to 2025 was primarily due to the absence of the 2024 one-time income tax items in 2025, partially offset by the increase of taxes on the impact of Pillar Two minimum taxes.
The tax rate in 2024 was higher than the U.S.
−Removed: statutory rate primarily due to a one-time income tax charge of $315 million required to adjust Singapore deferred tax asset values to an incentive tax rate.
−Removed: Keysight entered into a new Singapore tax incentive agreement effective August 1, 2024.
−Removed: The Singapore tax incentive provides lower rates of taxation on certain classes of income and requires thresholds of investments and employment.
−Removed: The 2024 income tax charge was partially offset by a one-time income tax benefit of $165 million related to Global Intangible Low Taxed Income (“GILTI”) tax deductions for intangible asset amortization.
−Removed: Keysight concluded that the U.S.
−Removed: Department of the Treasury exceeded its regulatory authority in issuing tax regulations disallowing these deductions under IRC § 951A.
−Removed: The company amended its U.S.
−Removed: federal income tax returns for the open tax years to claim GILTI tax deductions.
−Removed: tax receivable resulting from the amended returns is reflected in “other assets” and “other current assets” in the consolidated balance sheet.
−Removed: The annual tax impact of the amortization of the intangible assets will continue to be recognized until 2033.
−Removed: The company believes the position meets the more likely than not recognition threshold and intends to vigorously defend its position.
−Removed: The outcome cannot be predicted with certainty.
−Removed: If we are ultimately unsuccessful in defending our position, we may be required to reverse the benefit previously recorded.
−Removed: The 2024 income tax charge was also partially offset by a one-time income tax benefit of $61 million for the release of tax reserves related to the successful appeal of a Malaysia income tax assessment.
−Removed: In the fourth quarter of 2017, Keysight was assessed and paid income tax and penalties in Malaysia on gains related to the transfer of intellectual property rights and recorded a tax reserve on the assessed amount.
−Removed: The Court of Appeal in Malaysia ruled in Keysight’s favor on May 24, 2024, and the company received a refund of the income tax and penalties.
−Removed: The 7 percentage point increase in the effective tax rate from 2023 to 2024 was primarily due to these one-time income tax items in 2024.
+Added: statutory rate primarily due to the impact of a one-time income tax charge to decrease deferred tax asset values from the Singapore statutory tax rate to an incentive tax rate, partially offset by a one-time income tax benefit related to the GILTI tax deductions for intangible asset amortization and the release of tax reserves related to Malaysia income tax assessment appeal.
The tax rate in 2023 was higher than the U.S.
3 unchanged sentences
tax imposed on those non-U.S.
−Removed: The tax rate in 2022 was lower than the U.S.
−Removed: statutory rate primarily due to the proportion of worldwide earnings that are taxed at lower statutory tax rates in non-U.S.
−Removed: jurisdictions, partially offset by U.S.
−Removed: tax imposed on earnings in non-U.S.
jurisdictions.
−Removed: The increase in the effective tax rate of 9 percent from 2022 to 2023 was primarily due to a 5 percent increase from U.S.
−Removed: tax capitalization of research and experimental expenditures in 2023.
+Added: The increase in the effective tax rate of 7 percentage points from 2023 to 2024 was primarily due to the one-time income tax items in 2024.
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.
−Removed: The Malaysia tax incentive expires October 31, 2025.
−Removed: The Singapore tax incentive expires July 31, 2029.
+Added: The Singapore tax incentive expires July 31, 2029 while the Malaysia tax incentive expired on October 31, 2025.
+Added: We are in the process of renewing our Malaysia tax incentive.
The open tax years for the U.S.
2 unchanged sentences
entities, the open tax years are from November 1, 2019 through the current tax year.
−Removed: 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.
+Added: At this time, management does not believe that the outcome of any future or current 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.
7 unchanged sentences
We include interest and penalties related to unrecognized tax positions within the provision for income taxes in the consolidated statements of operations.
−Removed: Accrued interest and penalties are included on the related tax liability line in the consolidated balance sheet.
+Added: Accrued interest and penalties are included in the related tax liability line in the consolidated balance sheet.
We are subject to income taxes in the U.S.
1 unchanged sentence
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.
−Removed: The Organization for Economic Cooperation and Development (“OECD”) reached agreement among various countries to implement a minimum 15 percent tax rate on certain multinational enterprises, commonly referred to as Pillar Two.
−Removed: Numerous countries have enacted legislation to adopt the Pillar Two model rules.
−Removed: A subset of the rules will be effective for Keysight as of November 1, 2024, with the remaining rules effective as of November 1, 2025.
−Removed: Keysight continues to analyze the Pillar Two model rules and monitor developments.
−Removed: Pillar Two could have a material impact on our effective tax rate in fiscal year 2025, primarily offsetting the reduction to our effective income tax rate from our tax incentives.
+Added: In June 2025, the United States and the other six countries that make up the G7 nations jointly announced that U.S.
+Added: companies would be exempted from certain minimum taxes related to the OECD agreement, commonly referred to as Pillar Two.
+Added: However, significant details regarding the G7 announcement remain uncertain and individual countries that have enacted the OECD agreement, including countries not within the G7, must amend their local legislation for the G7 announcement to become effective.
+Added: We continue to closely monitor Pillar Two developments.
We do not recognize deferred taxes for temporary differences expected to impact the GILTI tax expense in future years.
1 unchanged sentence
Segment Overview
−Removed: We have two reportable operating segments, CSG and EISG.
+Added: Keysight has 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.
−Removed: Communications Solutions Group (“CSG”)
+Added: 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.
+Added: Corporate charges include legal, accounting, real estate, insurance services, information technology services, treasury, and other corporate infrastructure expenses.
+Added: 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.
+Added: Newly acquired businesses are not allocated these charges until integrated into our shared services and corporate infrastructure.
+Added: Communications Solutions Group
CSG serves customers spanning the global commercial communications and aerospace, defense, and government end markets.
The group’s solutions consist of electronic design and test software, instrumentation, systems, and related services.
−Removed: 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.
−Removed: 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.
+Added: These solutions are used in the design, simulation, validation, manufacturing, installation, and optimization of communication systems in wireless, wireline (data center ecosystem), enterprise, and aerospace, defense, and government end markets.
+Added: Our recent acquisition of Spirent adds wireless network test and assurance and positioning technology solutions to our portfolio, complementing our design, validation, and performance offerings to deliver end-to-end solutions to our customers.
Year Ended October 31, 2025 over 2024
3 unchanged sentences
Total revenue $ 3,726 $ 3,420 $ 3,685 9% (7)%
−Removed: Revenue for CSG in 2024 decreased 7 percent compared to 2023.
−Removed: Acquisitions had a favorable impact of 1 percentage point on the year-over-year revenue change.
−Removed: Foreign currency movements had an immaterial impact on the year-over-year revenue change.
−Removed: Revenue declined across all regions and in both the commercial communications and the aerospace, defense, and government end markets.
−Removed: The decline was driven primarily by lower customer demand as compared to last year, which benefited from robust backlog conversion.
−Removed: 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, and quantum), high-speed networking and major defense and government programs worldwide .
+Added: Revenue for CSG in 2025 increased 9 percent compared to 2024.
+Added: Acquisitions had a favorable impact of 1 percentage point on the year-over-year revenue change, while foreign currency movements had an immaterial impact.
+Added: Revenue increased across all regions and in both the commercial communications and the aerospace, defense, and government end markets.
+Added: The increase was primarily driven by higher investments in high-speed networks to support increasing demand for AI capabilities and increased investment in aerospace and defense solutions.
+Added: Customers continued their R&D investments in next-generation technologies and applications, including AI-driven data center expansion, ongoing 5G standards development and deployment, 400G/800G Ethernet, development of new communications technologies (such as 6G, Open Radio Access Networks, commercial non-terrestrial networks, quantum), high-speed networking and major defense and government programs worldwide.
CSG revenue for 2024 decreased 7 percent compared to 2023.
−Removed: Foreign currency movements had an unfavorable impact of 2 percentage points on year-over-year revenue change.
−Removed: Revenue declined in Asia Pacific and the Americas were partially offset by an increase in Europe.
−Removed: A revenue decline in the commercial communications end market was partially offset by growth in the aerospace, defense, and government end market.
+Added: Acquisitions had a favorable impact of 1 percentage point on the year-over-year revenue change, while foreign currency movements had an immaterial impact.
+Added: Revenue declined across all regions and in both the commercial communications and the aerospace, defense, and government end markets.
+Added: Revenue from the commercial communications market represented approximately 67 percent of total CSG revenue in 2025 and increased 10 percent compared to 2024.
+Added: Revenue increased across all regions.
+Added: T he year-over-year increase was primarily driven by R&D investments in terabit solutions and expanding 400G/800G transceiver manufacturing capacity to meet rising demand for AI capabilities.
+Added: We continued to see investments in high-speed networks due to increasing need for AI capabilities in the data center infrastructure ecosystem, which drove demand for our 400G/800G Ethernet solutions, in both R&D and manufacturing .
Revenue from the commercial communications market represented approximately 66 percent of total CSG revenue in 2024 and decreased 7 percent compared to 2023.
Revenue declined across all regions.
−Removed: T he year-over-year decline in revenue 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.
−Removed: We continued to see investments in high-speed networks due to increasing need for AI capabilities in the data center infrastructure ecosystem, which was driving demand for our 400G/800G/terabit Ethernet solutions, both in R&D and manufacturing.
−Removed: Revenue from the commercial communications market represented approximately 66 percent of total CSG revenue in 2023 and decreased 7 percent compared to 2022.
−Removed: Revenue declined in Asia Pacific and the Americas was partially offset by a slight increase in Europe.
+Added: Revenue from the aerospace, defense, and government market represented approximately 33 percent of total CSG revenue in 2025 and increased 8 percent compared to 2024.
+Added: Revenue increased across all regions.
+Added: The year-over-year increase was primarily driven by strong growth in space and satellite solutions and continued investments in radar and spectrum operations.
Revenue from the aerospace, defense, and government market represented approximately 34 percent of total CSG revenue in 2024 and decreased 8 percent compared to 2023.
Revenue declines in Asia Pacific and the Americas were partially offset by an increase in Europe.
−Removed: We continue to see investments in electromagnetic spectrum operations, radar, space and satellite solutions, and signal monitoring.
−Removed: Revenue from the aerospace, defense, and government market represented approximately 34 percent of total CSG revenue in 2023 and increased 7 percent compared to 2022.
−Removed: Revenue grew across all regions.
Gross Margin and Operating Margin
8 unchanged sentences
Income from operations $ 986 $ 921 $ 1,068 7% (14)%
−Removed: Operating margin 26.9 % 29.0 % 28.5 % (2) ppts 1 ppt
+Added: Operating margin 26.5 % 26.9 % 29.0 % — (2) ppts
+Added: Gross margin for CSG in 2025 decreased 1 percentage point compared to 2024, primarily driven by the impact of tariffs and unfavorable mix, partially offset by favorable pricing and higher revenue volume.
Gross margin for CSG in 2024 was flat compared to 2023, as lower revenue volume was offset by lower material and variable people-related costs.
−Removed: Gross margin for CSG in 2023 increased 1 percentage point compared to 2022, primarily driven by price increases and favorable mix, partially offset by higher warranty costs.
+Added: R&D expense in 2025 increased 13 percent compared to 2024, primarily driven by continued investments in key growth opportunities in our end markets and leading-edge technologies, higher variable people related costs, and incremental costs from acquired businesses.
R&D expense in 2024 was flat compared to 2023, as incremental costs of acquired businesses were offset by lower variable people-related costs.
−Removed: We continued to prudently prioritize investments in key growth opportunities in our end markets and leading-edge technologies.
−Removed: R&D expense in 2023 increased 2 percent compared to 2022, primarily driven by continued investments in key growth opportunities, partially offset by lower variable people-related costs.
+Added: We continued to prioritize investments prudently in strategic growth areas and advanced technologies.
+Added: Selling, general and administrative expense in 2025 increased 5 perce nt compared to 2024, primarily driven by higher people-related and incremental costs from acquired businesses, partially offset by lower infrastructure costs.
Selling, general and administrative expense in 2024 decrea sed 4 perce nt compared to 2023, primarily driven by lower people-related, marketing, and infrastructure costs resulting from the flexibility of our operating model and cost efficiency measures, partially offset by incremental costs of acquired businesses.
−Removed: Selling, general and administrative expense in 2023 decreased 3 percent compared to 2022, primarily driven by lower sales commission and variable people-related costs, partially offset by higher travel-related costs.
−Removed: Other operating expense (income), net, was income of $10 million in 2024, $11 million in 2023, and $11 million in 2022, and primarily include property rental income.
+Added: Other operating expense (income), net was income of $14 million in 2025, $10 million in 2024, and $11 million in 2023, and primarily includes property rental income.
+Added: Operating margin in 2025 was flat compared to 2024, as gross margin declines were offset by a decline in operating expense as a percentage of sales.
Operating margin in 2024 decreased 2 percentage points compared to 2023, primarily driven by higher R&D and selling, general and administrative expenses on lower revenue.
−Removed: Operating margin in 2023 increased 1 percentage point compared to 2022, primarily driven by gross margin gains offset by higher R&D expenses as a percentage of sales.
−Removed: Electronic Industrial Solutions Group (“EISG”)
+Added: Electronic Industrial Solutions Group
EISG serves customers across a diverse set of end markets focused on automotive and energy, semiconductor solutions, and general electronics.
−Removed: The group’s solutions consist of electronic design, test and simulation software, instrumentation, systems, and related services.
−Removed: These solutions are used in the simulation, design, validation, manufacturing, installation, and optimization of electronic equipment.
−Removed: 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.
−Removed: Our recent acquisition of ESI Group expands our application layer portfolio with simulation capabilities in automotive and general electronics sectors.
+Added: The group's solutions consist of electronic design, test and simulation software, instrumentation, systems, computer-aided engineering solutions, and related services.
+Added: These solutions are used in the design, simulation, validation, manufacturing, installation, and optimization of electronic equipment.
Year Ended October 31, 2025 over 2024
3 unchanged sentences
Total revenue $ 1,649 $ 1,559 $ 1,779 6% (12)%
−Removed: Revenue for EISG in 2024 decreased 12 percent compared to 2023.
−Removed: Acquisitions had a favorable impact of 7 percentage points on the year-over-year revenue change.
−Removed: Foreign currency movements had an unfavorable impact of 1 percentage point on the year-over-year revenue change.
−Removed: Revenue declined across all regions and markets.
−Removed: 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.
−Removed: Despite delays in near-term spending, customer engagement remained high as they continued to invest in key long-term strategic initiatives, such as AI-driven advanced semiconductor technologies, next-generation vehicles, industrial IoT and digital health.
Revenue for EISG in 2025 increased 6 percent compared to 2024.
−Removed: Foreign currency movements had an unfavorable impact of 2 percentage points on the year-over-year revenue change.
−Removed: Revenue grew across all regions and markets.
+Added: Acquisitions and foreign currency movements had an immaterial impact on the year-over-year revenue change.
+Added: Revenue increased across all regions.The increase in revenue reflects mixed demand across the electronic industrial markets with an increase in semiconductor measurements and general electronics measurement, partially offset by a decline in automotive and energy.
+Added: Despite macroeconomic uncertainties, customer engagement remained high in key long-term strategic initiatives, including R&D for AI-driven demand for advanced semiconductor technologies, software-defined vehicles, industrial IoT, digital health, and fab capacity.
+Added: Revenue for EISG in 2024 decreased 12 percent compared to 2023.
+Added: Acquisitions had a favorable impact of 7 percentage points on the year-over-year revenue change, while foreign currency movements had an unfavorable impact of 1 percentage point.
Gross Margin and Operating Margin
9 unchanged sentences
Operating margin 24.7 % 22.9 % 32.7 % 2 ppts (10) ppts
+Added: Gross margin for EISG in 2025 was flat compared to 2024, primarily as the impact of tariffs and unfavorable mix, was offset by favorable pricing .
Gross margin for EISG in 2024 decreased 2 percentage points compared to 2023, primarily driven by lower revenue volume, partially offset by favorable gross margin impact from the ESI Group acquisition and lower variable people-related costs.
−Removed: Gross margi n in 2023 was flat compared to 2022, primarily driven by higher revenue volume and favorable mix, partially offset by higher warranty costs.
+Added: R&D expense in 2025 increased 2 percent compared to 2024, primarily driven by continued investments in key growth opportunities in our end markets and leading-edge technologies and higher variable people related costs.
R&D expense in 2024 increased 13 percent compared to 2023, primarily driven by incremental costs from acquired businesses, partially offset by lower variable people-related costs.
−Removed: We continued to prudently prioritize investments in key growth opportunities in our end markets and leading-edge technologies.
−Removed: R&D expense in 2023 increased 8 percent compared to 2022, primarily driven by continued investments in key growth opportunities, partially offset by lower variable people-related costs.
+Added: Selling, general and administrative expense in 2025 decreased 1 percent compared to 2024, primarily driven by lower infrastructure costs, partially offset by higher people-related costs.
Selling, general and administrative expense in 2024 increased 9 percent compared to 2023, primarily driven by incremental costs from acquired businesses, partially offset by lower people-related and infrastructure costs resulting from the flexibility of our operating model and cost efficiency measures
−Removed: Selling, general and administrative expense in 2023 increased 4 percent compared to 2022, primarily driven by higher sales commission and travel-related costs, partially offset by lower variable people-related costs.
−Removed: Other operating expense (income), net, was income of $4 million in 2024, 2023 and 2022, and primarily include property rental income.
+Added: Other operating expense (income), net was income of $7 million in 2025 and $4 million in 2024 and 2023, and primarily included property rental income.
+Added: Operating margin in 2025 increased 2 percentage points compared to 2024, primarily driven by lower R&D expense and selling, general and administrative expense on higher revenue.
Operating margin in 2024 decreased 10 percentage points compared to 2023, primarily driven by higher selling, general and administrative expense and R&D expense on lower revenue, coupled with gross margin declines.
−Removed: Operating margin in 2023 increased 2 percentage points compared to 2022, primarily driven by lower operating expenses as a percentage of sales.
Financial Condition
11 unchanged sentences
Net cash used in investing activities $ (1,727) $ (819) $ (288)
−Removed: Net cash used in financing activities $ (913) $ (687) $ (861)
+Added: Net cash provided by (used in) financing activities $ 385 $ (913) $ (687)
Operating Activities
Cash flows from operating activities can fluctuate significantly from period to period as working capital needs, the timing of payments for income taxes, variable pay, pension funding, and other items impact reported cash flows.
−Removed: Net cash provided by operating activities decreased $356 million in 2024 compared to 2023 and increased $264 million in 2023 compared to 2022.
+Added: Net cash provided by operating activities increased $357 million in 2025 compared to 2024 and decreased $356 million in 2024 compared to 2023.
+Added: • Net income in 2025 increased $236 million compared to 2024.
+Added: Non-cash adjustments to net income were lower by $452 million, primarily due to a $384 million increase in deferred tax benefit resulting from a prior period one-time income tax charge (see Note 5, “Income Taxes,” for additional information), an $85 million increase in unrealized gains on investments in equity securities, and a $21 million gain on sale of investments, partially offset by a $25 million increase in share-based compensation, a $8 million increase in excess and obsolete inventory related charges, and a $6 million increase in amortization and depreciation expense.
Net income in 2024 decreased $443 million compared to 2023.
Non-cash adjustments to net income were higher by $339 million, primarily due to a $271 million increase in deferred tax expense resulting from a one-time income tax charge of $315 million to decrease deferred tax asset values from the Singapore statutory tax rate to an incentive tax rate (see Note 5, “Income Taxes,” for additional information), a $58 million increase in amortization and depreciation expense, a $8 million increase in excess and obsolete inventory related charges, and a $2 million increase in share-based compensation.
−Removed: Net income in 2023 decreased $67 million compared to 2022.
−Removed: Non-cash adjustments to net income were lower by $54 million, primarily due to a $36 million increase in unrealized gains on equity and other investments, a $14 million decrease in amortization, a $10 million increase in deferred tax benefit, and a $7 million decrease in other non-cash adjustments, which was primarily driven by prior year one-time asset impairment charges related to the discontinuance of our Russia operations, partially offset by a $10 million increase in share-based compensation, and a $3 million increase in depreciation expense.
−Removed: • The aggregate of accounts receivable, inventory, and accounts payable provided net cash of $48 million during 2024, compared to net cash used of $196 million in 2023 and $273 million in 2022.
−Removed: The increase in aggregate net cash provided in 2024 compared to 2023 is primarily driven by a lower increase in inventory, lower payments, and timing of collections relative to revenue.
−Removed: The decrease in aggregate net cash used in 2023 compared to 2022 is primarily driven by higher collections, net of payments, partially offset by an increase in inventory driven by an incremental stock build-up to secure supply to support order fulfillment along with an increase in demo inventory.
−Removed: The amount of cash flow generated from or used by the aggregate of accounts receivable, inventory, and accounts payable depends on 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.
−Removed: • The aggregate of tax receivables used net cash of $202 million during 2024, compared to net cash used of $4 million in 2023 and $30 million in 2022.
−Removed: In fiscal 2024 tax receivables are higher primarily due to the recognition of a discrete tax benefit of $165 million recorded as a current and long-term tax receivable in the consolidated balance sheet related to the U.S.
+Added: • The aggregate of accounts receivable, inventory, and accounts payable provided net cash of $25 million during 2025, compared to net cash provided of $48 million in 2024, and net cash used of $196 million in 2023.
+Added: 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.
+Added: • The aggregate of income tax receivables provided net cash of $105 million during 2025, compared to net cash used of $202 million in 2024 and $4 million in 2023.
+Added: The difference between 2025 and 2024 cash flows was primarily driven by a prior year income tax benefit due to one-time discrete tax items (see Note 5, “Income Taxes,” for additional information), partially offset by current year income tax accruals.
+Added: The difference between 2024 and 2023 cash flow was due to higher tax receivables primarily due to the recognition of a discrete tax benefit of $165 million recorded as a current and long-term tax receivable in the consolidated balance sheet related to the U.S.
intangible asset amortization deduction for purposes of determining income or loss under IRC § 951A(c) and the amendment of our U.S.
3 unchanged sentences
See Note 9, “Derivatives,” for additional information.
−Removed: • The aggregate other movements in assets and liabilities used net cash of $117 million during 2024, compared to net cash provided of $74 million in 2023 and net cash used of $101 million in 2022.
−Removed: The difference between 2024 and 2023 cash flows was primarily due to payments on settlement of foreign exchange forward contracts associated with the ESI Group acquisition, net unrealized gains on foreign exchange contracts not designated as hedging instruments, (see Note 9, “Derivatives”), changes in deferred revenue, and changes in other assets and liabilities, partially offset by higher income and other tax accruals, net of payments, lower variable compensation, and payroll-related payments, net of accruals.
−Removed: The difference between 2023 and 2022 cash flows is primarily due to lower prepaid inventory deposits driven by easing of supply chain constraints and other lower prepaid expenses, unrealized loss on foreign exchange contracts not designated as hedging instruments, and changes in other assets and liabilities, partially offset by higher income tax payments, net of accruals, higher variable compensation and other payroll-related payments, net of accruals, and changes in deferred revenue.
+Added: • The aggregate other movements in assets and liabilities provided net cash of $172 million during 2025, compared to net cash used of $117 million in 2024 and net cash provided of $74 million in 2023.
+Added: The difference between 2025 and 2024 cash flows was primarily due to changes in derivative assets and liabilities (see Note 9, “Derivatives,” for additional information), higher variable compensation, and payroll-related accruals, net of payments, higher income and other tax accruals, net of payments, and changes in deferred revenue, partially offset by changes in retirement and post-retirements benefits and other assets and liabilities, driven by acquisition-related payments.
+Added: The difference between 2024 and 2023 cash flows was primarily due to changes in derivative assets and liabilities (see Note 9, “Derivatives,” for additional information), changes in deferred revenue, and changes in other assets and liabilities, partially offset by higher income and other tax accruals, net of payments, lower variable compensation, and payroll-related payments, net of accruals.
Investing Activities
1 unchanged sentence
Net cash used in investing activities increased by $908 million in 2025 compared to 2024 and increased by $531 million in 2024 compared to 2023.
−Removed: The increase in net cash used in investing activities in 2024 as compared to 2023 was primarily due to $596 million higher cash used for acquisition activities, partially offset by a $49 million decrease in cash used for purchases of property, plant and equipment, net of government incentives received.
+Added: The increase in net cash used in investing activities in 2025 as compared to 2024 was primarily due to $1,341 million higher cash used for acquisition activities, partially offset by a $399 million proceeds from a divestiture and a $20 million decrease in cash used for purchases of property, plant and equipment, net of government incentives received.
+Added: In 2025, we used $2,022 million, net of cash acquired, for acquisitions, which included $1,415 million, net of $127 million cash acquired, for the acquisition of Spirent, $578 million used for the acquisition of Synopsys’ OSG, $26 million used for acquisition of Ansys’ PowerArtist RTL Business and $3 million used for other acquisition activity.
+Added: Additionally, we used $127 million for purchases of property, plant and equipment, net of $1 million of government incentives, and $7 million for purchase of investments, partially offset by $399 million provided by the divestiture of Spirent’s high-speed ethernet, network security and channel emulation business lines to Viavi Solutions Inc.
+Added: and $30 million provided by sale of investments.
In 2024, we used $681 million, net of cash acquired, for acquisitions, which included $477 million, net of $35 million cash acquired, for the acquisition of the controlling block of ESI Group shares.
−Removed: Additionally, we used $147 million for purchases of property, plant and equipment, net of $7 million of government incentives and $11 million for equity and other investments, partially offset by $20 million provided by other investing activities.
−Removed: In 2023, we used $288 million for investing activities, including $196 million for purchases of property, plant and equipment, net of government incentives;
−Removed: $85 million, net of cash acquired, for acquisition activities;
−Removed: and $7 million for purchase of investments.
−Removed: In 2022, we used $251 million for investing activities, including $185 million for purchases of property, plant and equipment;
−Removed: $33 million, net of cash acquired, for acquisition activities;
−Removed: and $33 million for purchase of investments.
+Added: Additionally, we used $147 million for purchases of property, plant and equipment, net of $7 million of government incentives and $11 million for purchase of investments, partially offset by $11 million provided by sale of investments and $9 million provided by other investing activities.
+Added: In 2023, we used $288 million for investing activities, including $196 million for purchases of property, plant and equipment, net of $1 million of government incentives, $85 million, net of cash acquired, for acquisition activities, and $7 million for purchase of investments.
Financing Activities
Our financing activities primarily include proceeds from issuance of common stock under employee stock plans, tax payments related to net share settlement of equity awards, issuances and repayment of debt and related costs, treasury stock repurchases, and transactions with non-controlling interests in partially-owned consolidated subsidiaries.
−Removed: Net cash used in financing activities increased by $226 million in 2024 compared to 2023, and decreased by $174 million in 2023 compared to 2022.
−Removed: The increase in net cash used in 2024 compared to 2023 was primarily due to $458 million used for the acquisition of the non-controlling interest in ESI Group, partially offset by $259 million lower treasury stock repurchases.
+Added: Net cash provided by financing activities increased by $1,298 million in 2025 compared to 2024.
+Added: Net cash used in financing activities increased by $226 million in 2024 compared to 2023.
+Added: The increase in 2025 compared to 2024 was primarily due to $624 million used for repayment of 2024 Senior Notes in 2024, $458 million used for the acquisition of the non-controlling interest in ESI Group in 2024, $149 million higher proceeds from issuance of senior notes and $66 million lower treasury stock repurchases.
+Added: In 2025, we generated $385 million from financing activities, including $748 million of proceeds from the issuance of the 2030 Senior Notes and $63 million of proceeds from issuance of common stock under employee stock plans, partially offset by $377 million for treasury stock repurchases, including payment of $3 million for excise taxes levied on share repurchases, $39 million for tax payments related to net share settlement of equity awards, $8 million used for payment of debt issuance costs and $2 million used for other financing activities.
In 2024, we used $913 million for financing activities, including $600 million used for repayment of the 2024 Senior Notes, $458 million used for the acquisition of the non-controlling interest in ESI Group, $443 million used for treasury stock repurchases, including payment of $4 million for excise taxes levied on share repurchases, $31 million for tax payments related to net share settlement of equity awards, $24 million used for repayment of debt assumed as part of the ESI Group acquisition, $12 million used for payment of debt issuance costs, and $10 million used for other financing activities, partially offset by $599 million of proceeds from the issuance of the 2034 Senior Notes and $66 million of proceeds from issuance of common stock under employee stock plans.
In 2023, we used $687 million for financing activities, including $702 million for treasury stock repurchases and $49 million for tax payments related to net share settlement of equity awards, partially offset by $67 million of proceeds from issuance of common stock under employee stock plans.
−Removed: In 2022, we used $861 million for financing activities, including $849 million for treasury stock repurchases and $74 million for tax payments related to net share settlement of equity awards, partially offset by $63 million of proceeds from issuance of common stock under employee stock plans.
Treasury stock repurchases
−Removed: On March 6, 2023, our board of directors approved a new stock repurchase program authorizing the purchase of up to $1,500 million of the company’s common stock, of which $485 million remained as of October 31, 2024.
+Added: 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.
+Added: On November 24, 2025, our board of directors approved a new stock repurchase program authorizing the purchase of up to $1,500 million of the company’s common stock, replacing the previously approved March 2023 program, under which $110 million remained as of October 31, 2025.
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.
1 unchanged sentence
(in millions)
−Removed: Total debt (par value) $ 1,800 $ 1,800
+Added: Senior Notes (par value) $ 2,550 $ 1,800
Revolving credit facility $ 750 $ 750
1 unchanged sentence
2027 Senior Notes
−Removed: In October 2014, the company issued an aggregate principal amount of $ 600 million in unsecured senior notes (“2024 Senior Notes”).
−Removed: These notes matured on October 30, 2024 and were fully repaid.
−Removed: 2027 Senior Notes
In April 2017, the company issued an aggregate principal amount of $ 700 million in unsecured senior notes (“2027 Senior Notes”).
10 unchanged sentences
2030 Senior Notes
+Added: In April 2025, the company issued an aggregate principal amount of $750 million in unsecured senior notes (“2030 Senior Notes”).
+Added: The 2030 Senior Notes were issued at 99.760 percent of their principal amount.
+Added: The notes will mature on July 30, 2030 and bear interest at a fixed rate of 5.35 percent per annum.
+Added: The interest is payable semi-annually on January 30 and July 30, commencing on January 30, 2026.
+Added: We incurred issuance costs of $ 7 million in connection with the 2030 Senior Notes that, along with the debt discount, are being amortized to interest expense over the term of the senior notes.
+Added: 2034 Senior Notes
In October 2024, the company issued an aggregate principal amount of $ 600 million in unsecured senior notes (“2034 Senior Notes”).
6 unchanged sentences
Revolving Credit Facility
−Removed: 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.
−Removed: 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.
+Added: On July 30, 2021, we entered into an amended and restated credit agreement (the “Revolving Credit Facility”), which provided a $750 million five-year unsecured revolving credit facility that expires on July 30, 2026.
+Added: Borrowings under the facility bear an annual interest rate of SOFR + 1.1 percent, including a facility fee of 0.1 percent per annum.
In addition, the Revolving Credit Facility permits the company, subject to certain customary conditions, on one or more occasions to request to increase the total commitments under the Revolving Credit Facility by up to $250 million in the aggregate.
2 unchanged sentences
We were in compliance with the covenants of the Revolving Credit Facility during the year ended October 31, 2025.
−Removed: See Note 11, “Debt,” for additional information.
Bridge Facility
−Removed: 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.
−Removed: On July 25, 2024, the Bridge Facility was decreased to 1,232 million
−Removed: pounds sterling.
−Removed: We incurred costs in connection with the Bridge Facility of $7 million that are included in “other current assets” in the consolidated balance sheet and are being amortized to interest expense over the term of the Bridge Facility.
−Removed: ESI Group debt and credit facility assumed
−Removed: As part of the ESI Group acquisition, we assumed debt of $24 million, of which $10 million was payable within one year.
−Removed: 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.
−Removed: We also assumed various fixed interest rate state-guaranteed loans and other bank borrowings of $13 million.
−Removed: During the year ended October 31, 2024, we repaid the debt assumed as part of the acquisition.
−Removed: As part of the ESI Group acquisition, we assumed a revolving credit facility of 10 million euros that was subsequently terminated in April 2024.
+Added: 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 bridge credit facility of up to 1,350 million pounds sterling for the purpose of providing
+Added: the financing to support a planned acquisition.
+Added: On July 25, 2024, the Bridge Facility decreased to 1,232 million pounds sterling.
+Added: On May 8, 2025, the Bridge Facility further decreased to 752 million pounds sterling and on September 25, 2025 the Bridge Facility was terminated.
+Added: We incurred costs in connection with the Bridge Facility of $7 million that have been fully amortized to interest expense.
See Note 11, “Debt,” for additional information.
3 unchanged sentences
$ 1,317 $ 1,188
−Removed: 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 three months or less.
+Added: Our cash and cash equivalents mainly consist of investments in institutional money market funds investments, short-term deposits held at major global financial institutions, and similar short duration instruments with original maturities of three months or less.
We continuously monitor the creditworthiness of the financial institutions and money market fund asset managers with whom we invest our funds.
4 unchanged sentences
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.
−Removed: W e generally intend to use available cash and funds generated from our operations to meet these cash requirements, but in the event that additional liquidity is required, we may also borrow under our Revolving Credit Facility.
−Removed: 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.
−Removed: 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).
−Removed: The acquisition is expected to be completed during the first half of fiscal year 2025, pending regulatory clearances.
−Removed: On September 19, 2024, Keysight announced that it had entered into a definitive agreement with Synopsys, Inc.
−Removed: (“Synopsys”) to acquire Synopsys’ Optical Solutions Group, a leading developer of optical design and analysis software tools.
−Removed: The transaction is subject to customary closing conditions, including review by regulatory authorities and the successful closing of Synopsys’ proposed acquisition of Ansys, which is pending regulatory approvals and is expected to close in the first half of 2025.
+Added: We generally intend to use available cash and funds generated from our operations to meet these cash requirements.
+Added: In the event that additional liquidity is required, we may also borrow under the Revolving Credit Facility and/or issue new debt.
The following table summarizes our short and long-term cash requirements as of October 31, 2025:
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See Note 14, “Commitments and Contingencies,” for additional information.
−Removed: As of October 31, 2024, we had non-cancellable purchase commitments that aggregated $423 million, of which the majority is for less than one year.
+Added: As of October 31, 2025, we had non-cancellable purchase commitments that aggregated approximately $450 million, of which the majority is for less than one year.
Other purchase commitments.
Other purchase commitments primarily relate to software as a service and other professional services contracts.
+Added: As of October 31, 2025, our non-cancellable contractual obligations related to these contracts were approximately $ 111 million.
We also have long-term power purchase agreements to purchase power at predominantly variable prices.
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See Note 5, “Income Taxes,” for additional information.
−Removed: In addition to the obligations noted above, as of October 31, 2024, we had $43 million of outstanding letters of credit and surety bonds that were issued by various lenders.
+Added: In addition to the obligations noted above, as of October 31, 2025, we had $60 million of outstanding letters of credit, custom bonds, and surety bonds that were issued by various lenders.
For the next twelve months, we do not expect to contribute to our U.S.
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See Note 12, “Retirement Plans and Post-Retirement Benefit Plans,” for additional information.
−Removed: Additionally, we expect capital spending to be approximately $150 million in 2025, compared to $147 million in 2024.
+Added: Additionally, we expect capital expenditures to be approximately $160 million in 2026 compared to $127 million in 2025.
As of October 31, 2025, we believe our cash and cash equivalents, cash generated from operations, and our ability to access capital markets and credit lines will satisfy our cash needs for the foreseeable future both globally and domestically.
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and, (v) the customer has the ability and intent to pay and collection of substantially all of the consideration is probable.
−Removed: We exercise reasonable judgment to determine the customer’s ability and intent to pay, which is based upon various factors including the customer’s historical payment experience or credit and financial information and credit risk management measures that we implement.
+Added: exercise reasonable judgment to determine the customer’s ability and intent to pay, which is based upon various factors including the customer’s historical payment experience or credit and financial information and credit risk management measures that we implement.
Identify the performance obligations in the contract:
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For sales of implementation service and custom solutions or in instances where products are sold along with essential installation services, transfer of control occurs and revenue is typically recognized upon customer acceptance.
−Removed: For fixed-price support and extended warranty contracts, or certain software arrangements that
−Removed: provide customers with a right to access over a discrete period, control is deemed to transfer over time and revenue is recognized on a straight-line basis over the contract term due to the stand-ready nature of the performance obligation.
+Added: For fixed-price support and extended warranty contracts, or certain software arrangements that provide customers with a right to access over a discrete period, control is deemed to transfer over time and revenue is recognized on a straight-line basis over the contract term due to the stand-ready nature of the performance obligation.
Revenue from hardware repairs and calibration services outside of an extended warranty or support contract is recognized at the time of completion of the related service.
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They represent obligations that will ultimately be settled sometime in the future and therefore are subject to estimation.
−Removed: Defined benefit plan obligations are remeasured at least annually as of October 31, based on the present value of future benefit payments to reflect the future benefit costs over the employees’ average expected future service to Keysight based on the terms of the plans.
+Added: Defined benefit plan obligations are remeasured at least annually as of October 31, based on the present value of future benefit payments to reflect the future benefit costs over the employees’ average expected future service
+Added: to Keysight based on the terms of the plans.
To estimate the present value of these future payments, we are required to make assumptions using actuarial concepts within the framework of generally accepted accounting principles in the U.S.
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Our ability to realize the future cash flows used in our fair value estimates may be affected by changes in our financial condition, financial performance, or business strategies.
−Removed: Our assumptions and estimates are based upon comparable
−Removed: market data and information obtained from our management and the management of the acquired companies.
+Added: Our assumptions and estimates are based upon comparable market data and information obtained from our management and the management of the acquired companies.
These assumptions and estimates are used to value assets acquired and liabilities assumed, and to allocate goodwill to the reporting units of the business that are expected to benefit from the business combination.
During the measurement period, which may be up to one year from the business acquisition date, we may recognize adjustments to the assets acquired and liabilities assumed with the corresponding offset to goodwill.
−Removed: In addition, uncertain tax positions and tax-related valuation allowances are initially recorded in connection with a business combination as of the acquisition date.
+Added: In addition, uncertain tax positions and tax-related balance and valuation allowances are initially recorded in connection with a business combination as of the acquisition date.
We continue to collect information and reevaluate these estimates and assumptions quarterly and record any adjustment to our preliminary estimates to goodwill provided that we are within the measurement period.
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Determining fair value requires the exercise of significant judgment, including judgments about appropriate discount rates, revenue growth rates, and the amount and timing of expected future cash flows.
−Removed: Discount rates are based on a weighted average cost of capital (“WACC”), which represents the average rate a business must pay its providers of debt and equity, plus a risk premium.
+Added: Discount rates are based on a weighted average cost of capital (“WACC”), which represents the average rate a business must pay its providers of debt and equity, plus
+Added: a risk premium.
The WACC used to test goodwill is derived from a group of comparable companies.
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No impairments of amortizable intangible assets were recorded during the years ended October 31, 2025, 2024, and 2023.
−Removed: We review indefinite-lived intangible assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate.
+Added: We review indefinite-lived intangible assets for impairment annually or whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate.
The authoritative accounting guidance allows a qualitative approach for testing indefinite-lived intangible assets for impairment, similar to the impairment testing guidance for goodwill.
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Our indefinite-lived intangible assets are generally in-process research and development (“IPR&D”) intangible assets.
−Removed: No impairments of indefinite-lived intangible assets were recorded in 2024.
−Removed: We had no IPR&D intangible assets as of October 31, 2023 and 2022.
+Added: No impairments of indefinite-lived intangible assets were recorded in 2025 and 2024.
+Added: We had no IPR&D intangible assets as of October 31, 2023.
Keysight 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.
−Removed: We accrue for standard warranty costs based on
−Removed: historical trends in warranty charges.
+Added: 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.
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We consider evidence such as our past operating results, the existence of losses in recent years and our forecast of future taxable income.
−Removed: As of October 31, 2024, the company maintains a valuation allowance mainly related to net operating losses in Luxembourg, capital losses and net operating losses in the U.K., and California research credits from acquired entities that are subject to change in ownership limitations.
−Removed: We intend to maintain a valuation allowance in these jurisdictions until sufficient positive evidence exists to support their reversal.
The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax law and regulations in a multitude of jurisdictions.
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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.