KEYS 8-K Current Reports

Keysight Technologies, Inc. 8-K Report, Executive Changes (Aug 26, 2026)

Keysight Technologies (NYSE: KEYS) filed an 8-K on August 26, 2026 disclosing a board governance change rather than any financial results or operational event. Under Item 5.02, the Board increased its size from ten to eleven members and appointed Scott Reese as a Class I director, with a term expiring at the 2027 Annual Meeting. The Board has determined Reese is independent under NYSE rules and Item 407(a) of Regulation S-K, and he will sit on the Audit and Finance Committee and the Nominating and Corporate Governance Committee. Reese, age 53, brings software product development and transformation experience. He most recently served as President and CEO of GE Vernova's Electrification Software business, where he led a turnaround of a $1.2 billion industrial software business, and previously spent nearly two decades at Autodesk, ending as EVP of Product Development & Manufacturing Software. He currently sits on the boards of Planet Labs PBC, Landis+Gyr, and AutoLOTO. The company's press release frames the appointment around software, hardware, and data expertise aligned with its strategy, which the CEO, Satish Dhanasekaran, linked to accelerating growth and long-term value creation. For investors, the filing is a modest governance update with no disclosed financial impact. Reese receives half of the standard annual director cash and stock compensation for the plan year ending February 28, 2027, and he will enter the company's standard indemnification agreement. No related-party transactions under Item 404(a) or arrangements tied to his election were disclosed. The relevance to investors lies mainly in whether his software and cloud background supports Keysight's strategic direction, which the filing does not elaborate on.

Aug 26, 2026 8-K

Keysight Technologies, Inc. 8-K Report, Financial Results (Aug 18, 2026)

Keysight Technologies (KEYS) reported fiscal Q3 2026 results (quarter ended July 31, 2026) that were sharply higher year over year. Revenue reached $1.846 billion, up 36% from $1.352 billion, and orders came in at $2.091 billion, marking a second consecutive record quarter above $2 billion. GAAP net income rose to $397 million ($2.30 diluted EPS) from $191 million ($1.10), and non-GAAP EPS was $3.07 versus $1.72. Growth was led by the Communications Solutions Group (revenue up 43% to $1.345 billion, with commercial communications up 56%), while the Electronic Industrial Solutions Group grew 21% to $501 million. Operating margin in CSG expanded to 34% from 26%. Cash generation was strong, with operating cash flow of $437 million and free cash flow of $403 million for the quarter, versus $291 million a year earlier. Nine-month free cash flow reached $1.282 billion. The company ended the quarter with $2.62 billion in cash and equivalents, and it returned capital through $520 million of nine-month treasury stock repurchases. Total debt stood at about $2.52 billion, including a $700 million current portion, which the company will need to address over the coming year. Management guided fiscal Q4 2026 revenue to $1.930–$1.950 billion, implying roughly 37% year-over-year growth at the midpoint, and non-GAAP EPS of $3.34–$3.40 on about 172 million diluted shares. The guidance points to continued momentum, though investors should note that the results are preliminary and unaudited, that guidance depends on forward-looking assumptions, and that the filing does not reconcile the GAAP EPS outlook to non-GAAP because of tax items that cannot yet be estimated.

Aug 18, 2026 8-K

Financial EventsExhibits & Filings

Keysight Technologies, Inc. 8-K Report, Financial Results (May 19, 2026)

Keysight reported a record second fiscal quarter 2026 (ended April 30, 2026). Revenue rose 31% year over year to $1.72 billion, and orders reached $2.05 billion, roughly 56% above the prior-year quarter. GAAP net income was $349 million ($2.02 per diluted share) versus $257 million ($1.49) a year earlier. Non-GAAP net income was $497 million ($2.87 per share) versus $295 million ($1.70). Operating cash flow was $501 million and free cash flow was $472 million. Communications Solutions Group (CSG) drove most of the growth, with revenue up 35% and an operating margin of 33%. Electronic Industrial Solutions Group (EISG) grew 24%, and its operating margin expanded to 33% from 23%. Quality of earnings deserves attention. Q2 includes a net pre-tax benefit from IEEPA tariff refunds. Keysight recorded a $100 million receivable, with $93 million offset in cost of sales, $4 million in SG&A, and $3 million in interest income. It also recorded a $40 million reduction in revenue for surcharges refunded to customers. The net effect is a benefit of roughly $60 million pre-tax, with about $57 million flowing through operating income. The non-GAAP reconciliation contains no adjustment for this item, so the benefit appears to be included in the reported non-GAAP EPS of $2.87. Investors should consider this one-time benefit when assessing the underlying run rate. Gross margin improved sharply, and the refund contributed to that improvement. Management raised its fiscal 2026 expectations. For Q3 FY26, it guided revenue to $1.730 billion to $1.750 billion, a midpoint implying about 29% year-over-year growth, and non-GAAP EPS of $2.43 to $2.49 on about 173 million diluted shares. Balance sheet changes are modest: cash of $2.41 billion against total debt of about $2.53 billion, with $699 million classified as current. Six-month share repurchases were $310 million. The filing is preliminary and unaudited.

May 19, 2026 8-K

Keysight Technologies, Inc. 8-K Report, Financial Obligation (Apr 23, 2026)

Keysight Technologies, Inc. (KEYS) has filed an 8-K to report the execution of an Amended and Restated Credit Agreement on April 21, 2026. This agreement replaces their previous credit facility from July 2021. The primary focus for investors is the establishment of a new $750 million, five-year unsecured revolving credit facility maturing on April 21, 2031. This facility provides significant liquidity and flexibility for the company's ongoing operations and strategic initiatives. Furthermore, the agreement includes an accordion feature allowing Keysight to potentially increase the total commitments under the facility by up to an additional $350 million, subject to customary conditions. While the agreement contains standard covenants, including restrictions on liens and subsidiary indebtedness, and requires compliance with specified financial ratios, the unsecured nature of the facility suggests a strong financial standing. Investors should note that breaches of these covenants could lead to the acceleration of outstanding debt.

Apr 23, 2026 8-K

Shareholder Matters

Keysight Technologies, Inc. 8-K Report, Shareholder Vote Results (Mar 24, 2026)

Keysight Technologies, Inc. (KEYS) filed an 8-K on March 24, 2026, detailing the results of its Annual Meeting of Stockholders held on March 19, 2026. The meeting saw strong participation, with approximately 91% of outstanding shares represented, indicating significant stockholder engagement. Key outcomes include the election of three directors, the ratification of PricewaterhouseCoopers LLP as the independent auditor, and the approval of executive compensation for fiscal year 2025. Furthermore, stockholders approved a significant governance change: the amendment of the Company's Certificate of Incorporation to declassify the Board of Directors. This move will transition the board to annual elections, a common trend favored by many investors for enhanced accountability. Additionally, a stockholder proposal enabling shareholders to call for special meetings was also approved, granting shareholders more direct influence over corporate governance.

Mar 24, 2026 8-K

Keysight Technologies, Inc. 8-K Report, Executive Changes (Mar 13, 2026)

Keysight Technologies, Inc. (KEYS) announced on March 13, 2026, the upcoming retirement of John Page, Senior Vice President, Global Services. Mr. Page intends to step down before the end of the company's fiscal year on October 31, 2026, after a long tenure since November 2015. The company has stated that his retirement is for personal reasons and is not related to any disputes or disagreements with Keysight. This departure represents a change in leadership within the Global Services division, a key segment for Keysight's service revenue and customer support. Investors will be looking for clarity on the transition plan and the appointment of a successor to ensure continuity and continued growth in this vital area of the business. The company's communication regarding this transition will be crucial for maintaining investor confidence.

Mar 13, 2026 8-K

Keysight Technologies, Inc. 8-K Report, Financial Results (Feb 23, 2026)

Keysight Technologies reported first fiscal quarter 2026 results (quarter ended January 31, 2026) that showed strong top-line growth. Revenue rose 23% year over year to $1.60 billion from $1.30 billion, led by Communications Solutions Group (CSG) revenue of $1.12 billion (up 27%) and Electronic Industrial Solutions Group (EISG) revenue of $476 million (up 15%). Orders were $1.645 billion, above revenue, which points to a book-to-bill of about 1.03. Non-GAAP diluted EPS was $2.17, up from $1.82, and GAAP diluted EPS was $1.63, up from $0.97. The GAAP earnings increase is less clean than the headline suggests. Income before taxes was roughly flat at $198 million versus $199 million, and the GAAP net income gain came largely from a $83 million income tax benefit compared with a $30 million provision a year earlier. Other expense also widened to $37 million, including a $53 million unrealized loss on equity securities, and interest expense rose to $29 million from $20 million. Income from operations grew about 14%, to $248 million from $218 million. Free cash flow was $407 million, up from $346 million, and cash and equivalents ended at $2.18 billion, up from $1.87 billion at fiscal year-end. Management guided fiscal Q2 2026 revenue to $1.69–1.71 billion, implying roughly 30% year-over-year growth at the midpoint, and non-GAAP EPS of $2.27–2.33 on about 173 million diluted shares. The outlook excludes potential effects of the February 20, 2026 Supreme Court ruling on IEEPA tariffs and any subsequent administration actions. Investors should weigh the strong growth and guidance against the tax-driven GAAP benefit, the non-GAAP tax rate assumption of 14%, and the tariff uncertainty not reflected in guidance.

Feb 23, 2026 8-K

Keysight Technologies, Inc. 8-K Report, Financial Results (Nov 24, 2025)

Keysight Technologies (KEYS) reported fourth quarter and fiscal 2025 results (quarter and year ended October 31, 2025) that the company characterized as above guidance, with revenue of $1.42 billion in Q4, up 10% from $1.29 billion a year earlier, and full-year revenue of $5.37 billion, up 8% from $4.98 billion. Q4 orders reached $1.53 billion versus $1.35 billion, and full-year orders were $5.45 billion versus $5.03 billion, supporting management's claim of accelerating order momentum and a return to full-year growth. Profitability was mixed on a GAAP basis: Q4 GAAP net income was $229 million ($1.33 per diluted share), versus a GAAP net loss in the prior-year quarter, but this included a $23 million loss from discontinued operations and a $102 million other income item. Non-GAAP EPS rose to $1.91 from $1.65, and full-year non-GAAP EPS was $7.16 versus $6.27. Free cash flow was $188 million in Q4 (down from $328 million) and $1.28 billion for the year (up from $905 million). The balance sheet changed meaningfully during the year. Long-term debt rose to $2.53 billion from $1.79 billion, and goodwill and intangibles increased substantially, reflecting roughly $2.0 billion of acquisitions net of cash acquired, partially offset by $399 million of divestiture proceeds. Cash and equivalents ended at $1.87 billion. Management also announced a new share repurchase authorization of up to $1.5 billion, effective immediately and replacing the prior program, signaling continued capital return. Guidance for fiscal Q1 2026 calls for revenue of $1.53 billion to $1.55 billion and non-GAAP EPS of $1.95 to $2.01, both implying continued sequential and year-over-year growth. Investors should note that the 8-K furnishes the earnings release under Item 2.02 and that the results are labeled preliminary and unaudited. Segment performance was led by the Communications Solutions Group, whose Q4 revenue rose 11% to $990 million, while the Electronic Industrial Solutions Group grew 9% to $429 million. Non-GAAP measures exclude amortization, share-based compensation, acquisition costs, and restructuring, so GAAP results and cash flow remain the authoritative reference points for assessing overall performance.

Nov 24, 2025 8-K

Regulation FDExhibits & Filings

Keysight Technologies, Inc. 8-K Report, Executive Changes (Nov 20, 2025)

Keysight Technologies (NYSE: KEYS) filed an 8-K on November 20, 2025, reporting a board change rather than a financial result. On November 19, 2025, the Board expanded from ten to eleven members and appointed Keith Jensen as a Class I director, effective immediately, with a term running to the 2027 Annual Meeting. Jensen, 66, previously served as Chief Financial Officer of Fortinet, retiring from that role on May 15, 2025, and earlier held senior finance roles at Dorado, Sybase, and DataDirect Networks. He will sit on the Audit and Finance and Nominating and Corporate Governance Committees, has been deemed independent under NYSE rules, and will receive standard non-employee director compensation and the company's standard indemnification agreement. The filing also discloses that director Paul A. Lacouture, on the board since 2019, will not stand for re-election at the 2026 Annual Meeting. He will remain a director and committee member until that meeting, and the company states his departure is not due to any disagreement. The Board will reduce its size back to ten members at the conclusion of the 2026 Annual Meeting. The change is a governance refresh that adds a finance-heavy independent director with public-company CFO experience, which may strengthen audit oversight, though it has no direct effect on reported financials or guidance. For investors, the 8-K is low in immediate financial impact. Its main significance is the addition of an experienced audit-focused director and an orderly, non-contentious board transition. The Exhibit 99.1 press release, which CEO Satish Dhanasekaran quoted, frames the appointment as supporting Keysight's ongoing transformation and its position across multiple technology innovation waves.

Nov 20, 2025 8-K

Keysight Technologies, Inc. 8-K Report, Regulation FD Disclosure (Oct 20, 2025)

On October 20, 2025, Keysight Technologies (KEYS) furnished an investor presentation under Item 7.01 (Regulation FD) announcing the completion of three acquisitions: Spirent, the Optical Solutions Group (OSG), and PowerArtist. The company describes the deals as roughly $1.7 billion of capital deployment, funded from balance sheet cash. Spirent accounts for about $1.1 billion (net of divestiture proceeds), and OSG plus PowerArtist for about $0.6 billion. The filing's own figures are company estimates and are not audited or reconciled in this document. Strategically, the transactions push Keysight further toward software-centric revenue. Management says the deals add about $375 million of revenue at an aggregate gross margin above 75%, raise the software mix by about 300 basis points, and expand the served addressable market by about $1.25 billion. Spirent strengthens Keysight's network assurance, emulation, positioning, and 6G/non-terrestrial network capabilities, while OSG and PowerArtist add optical and power-aware design software that complements its electronic design automation and simulation portfolio. For investors, the key points are the balance sheet and accretion claims. Management expects the deals to be immediately accretive to gross margin, operating margin accretive after integration, and EPS accretive 12 months after close. It reports a post-transaction cash balance above $1.5 billion, gross leverage below 2x, and net leverage below 1x. Investors should weigh these favorable targets against integration risk, the pace of synergy realization, and the fact that the presentation is management's forward-looking framing rather than audited results.

Oct 20, 2025 8-K

Keysight Technologies, Inc. 8-K Report, Financial Results (Aug 19, 2025)

Keysight Technologies (NYSE: KEYS) reported third fiscal quarter 2025 results for the period ended July 31, 2025, beating the high end of its guidance for both revenue and non-GAAP EPS and raising its full-year outlook. Revenue rose 11% year over year to $1.352 billion, and orders grew to $1.340 billion, a book-to-bill slightly below 1.0 for the quarter. GAAP net income fell sharply to $191 million ($1.10 diluted EPS) from $389 million ($2.22) a year earlier, which was flattered by a large tax benefit in Q3 2024. Non-GAAP net income rose 8% to $297 million ($1.72 per share from $1.57), and free cash flow increased to $291 million from $222 million. Both reportable segments grew 11%. Communications Solutions Group (CSG) revenue reached $940 million, driven by 13% growth in commercial communications and 8% growth in aerospace, defense and government, with operating margin steady at 26%. Electronic Industrial Solutions Group (EISG) revenue reached $412 million, with operating margin expanding to 22% from 20%, although gross margin slipped to 57%. Balance sheet activity was significant: long-term debt rose to $2.53 billion from $1.79 billion after a $748 million debt issuance, and cash, cash equivalents and restricted cash stood at $3.40 billion at quarter end. Guidance for fiscal Q4 2025 calls for revenue of $1.370 to $1.390 billion and non-GAAP EPS of $1.79 to $1.85 on roughly 173 million diluted shares. Management expects full-year fiscal 2025 revenue growth of about 7% and non-GAAP EPS growth of about 13% at the midpoint of Q4 guidance. Investors should note that the company's non-GAAP results exclude share-based compensation, acquisition-related amortization and integration costs, and restructuring, and that the GAAP tax rate depends on items not currently estimable.

Aug 19, 2025 8-K

Earnings & ResultsLeadership ChangesExhibits & Filings

Keysight Technologies, Inc. 8-K Report, Executive Changes (May 27, 2025)

Keysight Technologies, Inc. has announced a leadership transition within its operations division. Senior Vice President Soon Chai Gooi, who has been instrumental in Order Fulfillment and Digital Operations since 2014, will be retiring from the company by the end of October 2025. This departure is for personal reasons and is not due to any disagreements with the company. Investors should note that Mr. Gooi's long tenure and contributions to operational efficiency are significant factors to consider during this transition period. Stepping into the newly defined role of Senior Vice President, Chief Supply Chain and Operations, is Ingrid Estrada. Ms. Estrada, who previously held the position of Senior Vice President, Chief People and Administrative Officer, will assume her new responsibilities effective immediately. This move signifies a strategic realignment of operational leadership and highlights the company's focus on integrating supply chain and broader operations. Investors will want to monitor how Ms. Estrada's experience in human capital and administration translates into operational improvements and supply chain resilience.

May 27, 2025 8-K

Keysight Technologies, Inc. 8-K Report, Financial Results (May 20, 2025)

Keysight Technologies reported fiscal Q2 2025 results (quarter ended April 30, 2025) that exceeded the high end of its guidance. Revenue rose about 7% year over year to $1.31 billion (preliminary $1,306 million vs. $1,216 million), led by Communications Solutions Group (CSG) at $913 million (+9%) and Electronic Industrial Solutions Group (EISG) at $393 million (+5%). GAAP net income more than doubled to $257 million ($1.49 per diluted share) from $126 million ($0.72), though this was flattered by a $112 million gain in other income, which largely reflects an $74 million favorable swing in acquisition and integration costs and investment gains. Non-GAAP EPS was $1.70, up from $1.41. Cash generation was strong: operating cash flow of $484 million and free cash flow of $457 million in the quarter, with six-month free cash flow at $803 million versus $355 million a year earlier. Management raised full-year growth expectations to the midpoint of its long-term 5-7% target and guided fiscal Q3 2025 revenue to $1.305-$1.325 billion and non-GAAP EPS to $1.63-$1.69. Balance sheet activity was significant: cash rose to $3.12 billion, and long-term debt increased to $2.53 billion from $1.79 billion after a $748 million debt issuance in the six-month period. Treasury stock repurchases totaled $228 million year to date. Investors should note that the quarter's GAAP earnings benefited from non-recurring items, so the non-GAAP figures and free cash flow trends are the more reliable gauges of underlying operating momentum. Separately, director Robert A. Rango retired from the board on May 15, 2025, for personal reasons unrelated to any disagreement with the company. The earnings release and its exhibits are furnished under Item 2.02 and are not deemed filed for Exchange Act purposes.

May 20, 2025 8-K

Financial EventsOther EventsExhibits & Filings

Keysight Technologies, Inc. 8-K Report, Financial Obligation (Apr 17, 2025)

Keysight Technologies, Inc. (KEYS) has announced the issuance of $750 million in aggregate principal amount of 5.350% Notes due 2030. This debt offering, registered under a shelf registration statement, is intended for general corporate purposes and may partially fund the proposed acquisition of Spirent Communications plc. The Notes are unsecured, unsubordinated obligations of the company, ranking equally with other existing and future unsecured debt, including their senior revolving credit facility and bridge loan facility. They bear a fixed interest rate of 5.350% per annum, payable semi-annually, with maturity in July 2030. Investors should note the details regarding the company's redemption options and a change of control provision. Keysight can redeem the Notes, with specific call protection until one month prior to maturity, at a premium if redeemed before June 30, 2030. Additionally, in the event of a change of control, the company must offer to repurchase the Notes at 101% of their principal amount. The indenture also includes customary limitations on liens, sale and leaseback transactions, and fundamental corporate changes, along with standard events of default.

Apr 17, 2025 8-K

Other EventsExhibits & Filings

Keysight Technologies, Inc. 8-K Report, Corporate Update (Apr 11, 2025)

Keysight Technologies, Inc. (KEYS) announced on April 11, 2025, that it has entered into an underwriting agreement to issue and sell $750,000,000 aggregate principal amount of 5.350% Notes due 2030. This offering is being conducted under an effective registration statement previously filed with the SEC. The closing of the offering is anticipated to occur on April 17, 2025, contingent upon the fulfillment of customary closing conditions. This debt issuance represents a significant capital-raising event for Keysight. Investors should note the specific terms of the Notes, including the 5.350% coupon rate and the 2030 maturity date. The use of proceeds from this offering is not detailed in this filing, but such debt issuances are typically used for general corporate purposes, potential acquisitions, or to refinance existing debt. The company has engaged prominent underwriters, including BNP Paribas Securities Corp., Citigroup Global Markets Inc., and BofA Securities, Inc., to facilitate this offering.

Apr 11, 2025 8-K

Shareholder Matters

Keysight Technologies, Inc. 8-K Report, Shareholder Vote Results (Mar 25, 2025)

Keysight Technologies, Inc. (KEYS) held its Annual Meeting of Stockholders on March 20, 2025. The meeting saw strong participation, with 89% of outstanding shares represented, indicating robust shareholder engagement. Key outcomes included the election of all nominated directors to new three-year terms, demonstrating continued confidence in the board's leadership. Additionally, shareholders ratified the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for fiscal year 2025, a standard procedure that ensures financial audit integrity. The meeting also addressed executive compensation and a shareholder proposal. The compensation of named executive officers for fiscal year 2024 was approved on a non-binding advisory basis, suggesting general shareholder satisfaction with pay practices. Furthermore, a significant advisory vote approved a shareholder proposal to adopt an annual election standard for directors. While advisory, this outcome signals a desire for potential governance changes regarding director elections.

Mar 25, 2025 8-K

Keysight Technologies, Inc. 8-K Report, Financial Results (Feb 25, 2025)

Keysight Technologies (NYSE: KEYS) reported first fiscal quarter 2025 results (quarter ended January 31, 2025) that beat the high end of its guidance, with revenue of $1.30 billion, up from $1.26 billion a year earlier, a return to year-over-year growth. Orders rose to $1.263 billion from $1.220 billion. GAAP net income was $169 million ($0.97 per diluted share), roughly flat versus $172 million ($0.98) in the prior year, while non-GAAP net income rose 11% to $317 million ($1.82 per share) from $286 million ($1.63). The gap between GAAP and non-GAAP results was driven largely by $98 million of acquisition and integration costs and $62 million of share-based compensation, partly offset by a $24 million restructuring-related benefit. Investors should note that the non-GAAP figures exclude real expenses and that the lower non-GAAP tax rate of 14% (versus 17% a year earlier) contributed meaningfully to non-GAAP EPS growth. Segment performance was mixed. Communications Solutions Group (CSG) revenue grew 5% to $883 million with operating margin steady at 27%, supported by 5% growth in both commercial communications and aerospace, defense and government. Electronic Industrial Solutions Group (EISG) revenue fell 1% to $415 million, and its operating margin compressed sharply from 31% to 27% as gross margin declined from 65% to 61%. Cash generation was strong: operating cash flow rose to $378 million from $328 million and free cash flow increased to $346 million from $281 million. Cash and equivalents climbed to $2.06 billion, while long-term debt was unchanged at $1.79 billion. Management guided fiscal Q2 2025 revenue to $1.27 billion to $1.29 billion and non-GAAP EPS to $1.61 to $1.67, describing a gradual recovery in 2025 demand. The company also disclosed that the results are preliminary and unaudited. The filing is an informational Item 2.02 disclosure, and the press release is furnished rather than filed, so it does not carry the same liability exposure as a filed document. Forward-looking statements flag risks including macroeconomic conditions, export controls, geopolitical tensions, and customer order timing.

Feb 25, 2025 8-K

Keysight Technologies, Inc. 8-K Report, Financial Results (Nov 19, 2024)

Keysight reported fourth-quarter fiscal 2024 revenue of $1.29 billion, down 2% from $1.31 billion a year earlier, and non-GAAP EPS of $1.65 versus $1.99. Management said results were above the high end of guidance for both revenue and EPS. GAAP results were much weaker: Q4 GAAP net loss was $73 million ($0.42 per share), driven by a $315 million tax expense tied to a new Singapore tax incentive and a corresponding decrease in deferred tax assets. For fiscal 2024, revenue fell 9% to $4.98 billion, GAAP diluted EPS was $3.51 (versus $5.91), and non-GAAP EPS was $6.27 (versus $8.33). Operating cash flow was $1.05 billion and free cash flow was $905 million, both down from fiscal 2023. Segment performance was mixed. The Communications Solutions Group (CSG) was flat at $894 million, with commercial communications up 4% on AI-related investment offset by a 6% decline in aerospace, defense, and government against a record prior-year quarter. The Electronic Industrial Solutions Group (EISG) fell 6% to $393 million as manufacturing-related customer spending remained constrained, and its operating margin compressed to 21% from 30%. Balance sheet activity was significant: goodwill rose to $2.39 billion from $1.64 billion and long-term debt rose to $1.79 billion from $1.20 billion, reflecting acquisitions ($681 million cash outlay), a $458 million purchase of non-controlling interests, and $443 million in share repurchases. Cash fell to $1.80 billion from $2.47 billion. For fiscal Q1 2025, Keysight guided revenue to $1.265 billion to $1.285 billion and non-GAAP EPS to $1.65 to $1.71. Investors will likely focus on whether the commercial communications and AI-related demand can offset weakness in industrial and aerospace/defense markets, the durability of the lower GAAP tax rate after the Singapore incentive, and the returns on recent acquisitions.

Nov 19, 2024 8-K

Financial EventsOther EventsExhibits & Filings

Keysight Technologies, Inc. 8-K Report, Executive Changes (Nov 4, 2024)

Keysight Technologies, Inc. (KEYS) has filed an 8-K report announcing the upcoming retirement of Mark Wallace, Senior Vice President and Chief Customer Officer. Mr. Wallace, who has been with Keysight in various senior leadership roles since 2016, plans to retire by the end of May 2025. This transition is cited as being for personal reasons and is not attributed to any disagreements with the company's management or operations. Investors should note that while this is a significant personnel change, the company states it is amicable and not indicative of underlying issues. The retirement of a key executive like the Chief Customer Officer can sometimes signal strategic shifts or a need for leadership realignment, particularly in customer-facing roles. However, Keysight's communication suggests a planned and orderly transition over the next several months. Investors will likely want to monitor who is appointed to succeed Mr. Wallace and what the company's strategy will be to ensure continued strong customer relationships and sales performance under new leadership.

Nov 4, 2024 8-K

Keysight Technologies, Inc. 8-K Report, Financial Obligation (Oct 9, 2024)

Keysight Technologies, Inc. (KEYS) announced on October 9, 2024, the issuance of $600 million in aggregate principal amount of 4.950% Notes due 2034. This debt offering was made under an effective shelf registration statement and was underwritten by major financial institutions. The primary use of the net proceeds is to refinance $600 million of existing 4.550% Senior Notes that mature on October 30, 2024, indicating a proactive approach to managing its debt obligations and potentially extending its debt maturity profile.

Oct 9, 2024 8-K

Other EventsExhibits & Filings

Keysight Technologies, Inc. 8-K Report, Corporate Update (Oct 3, 2024)

Keysight Technologies, Inc. (KEYS) has announced a significant financing event through an 8-K filing on October 3, 2024. The company entered into an Underwriting Agreement to issue and sell $600 million in aggregate principal amount of 4.950% Notes due 2034. This offering, registered under Form S-3, is a strategic move to secure long-term debt financing at a fixed interest rate. The offering is expected to close on October 9, 2024, subject to standard closing conditions. Investors should note that this issuance represents a capital markets transaction rather than an operational update or material business event. The details of the Underwriting Agreement are further elaborated in the filing's exhibits, and the company explicitly states this filing does not constitute an offer to sell or a solicitation of an offer to buy securities.

Oct 3, 2024 8-K

Keysight Technologies, Inc. 8-K Report, Financial Results (Aug 20, 2024)

Keysight Technologies (KEYS) reported fiscal third-quarter 2024 results (quarter ended July 31, 2024) that came in above the high end of its own guidance, though the top line continued to contract. Revenue was $1.217 billion, down 12% from $1.382 billion a year earlier, and orders were roughly flat at $1.249 billion. GAAP net income was $389 million ($2.22 diluted EPS), but that figure is flattered by a $165 million tax-related benefit from amended returns; non-GAAP net income fell to $275 million ($1.57 per share) from $393 million ($2.19) a year ago. Income from operations was $205 million versus $365 million in the prior-year quarter, reflecting the revenue decline and lower margins across both segments. By segment, Communications Solutions Group (CSG) revenue fell 8% to $847 million, with commercial communications down 6% and aerospace, defense and government down 10%. Electronic Industrial Solutions Group (EISG) revenue fell 20% to $370 million, reflecting continued customer restraint in general electronics, automotive and manufacturing. EISG's operating margin compressed sharply, from 34% to 20%. Cash generation remained solid, with operating cash flow of $255 million and free cash flow of $222 million in the quarter, though nine-month operating cash flow of $693 million was well below $1.03 billion a year earlier, partly due to a $165 million long-term tax receivable outflow. Cash and equivalents stood at $1.63 billion at quarter end, down from $2.47 billion at fiscal year-end, after the company spent $673 million on acquisitions and $458 million to acquire non-controlling interests. Management guided fourth-quarter revenue to $1.245–$1.265 billion and non-GAAP EPS to $1.53–$1.59, and said it expects second-half orders to exceed first-half orders, with a more gradual recovery in 2025 barring further macroeconomic deterioration. Investors should weigh the improved outlook against the underlying year-over-year decline, the one-time nature of the tax benefits that flatter GAAP earnings, and the margin pressure in EISG.

Aug 20, 2024 8-K

Keysight Technologies, Inc. 8-K Report, Financial Results (May 20, 2024)

Keysight Technologies (KEYS) reported fiscal Q2 2024 results (quarter ended April 30, 2024) that came in above the high end of its own guidance, but the top line continued to contract sharply year over year. Revenue fell 13% to $1.216 billion from $1.390 billion, with Communications Solutions Group down 10% to $840 million and Electronic Industrial Solutions Group down 17% to $376 million. Orders were $1.219 billion versus $1.319 billion a year earlier, a book-to-bill slightly below 1.0, which signals that demand has not yet recovered. Management described customer spending as constrained but noted pockets of growth and stability across several end markets. Profitability and cash generation weakened materially. GAAP net income fell to $126 million ($0.72 diluted EPS) from $283 million ($1.58), and non-GAAP net income fell to $247 million ($1.41 per share) from $380 million ($2.12). Operating cash flow dropped to $110 million from $423 million, and free cash flow fell to $74 million from $370 million. Segment operating margins compressed, with EISG's falling from 35% to 19%. Six-month cash flow from operations was $438 million versus $789 million. Cash and equivalents declined to $1.66 billion from $2.47 billion at fiscal year-end, largely because of a $458 million acquisition of non-controlling interests and $556 million in acquisitions, while goodwill and intangibles rose sharply. For the third fiscal quarter of 2024, Keysight guided revenue to $1.18–$1.20 billion and non-GAAP EPS to $1.30–$1.36 on about 175 million diluted shares. The full-year outlook was left unchanged, and management assumed only modest order growth in the second half. Investors will want to watch whether orders stabilize and whether margins recover, since the guidance implies continued year-over-year revenue pressure and the balance sheet has been used for acquisitions and buybacks rather than organic cash build.

May 20, 2024 8-K

Shareholder Matters

Keysight Technologies, Inc. 8-K Report, Shareholder Vote Results (Mar 26, 2024)

Keysight Technologies, Inc. (KEYS) filed an 8-K on March 26, 2024, detailing the outcomes of its Annual Meeting of Stockholders held on March 21, 2024. The meeting saw strong participation, with 90% of outstanding shares represented, establishing a quorum. Key resolutions passed include the election of director nominees, the ratification of PricewaterhouseCoopers LLP as the independent auditor for fiscal year 2024, and the approval of executive compensation on an advisory basis. Further, the stockholders approved amendments to key compensation plans, specifically the 2014 Equity and Incentive Compensation Plan and the Employee Stock Purchase Plan. Notably, the company also successfully amended its Certificate of Incorporation to eliminate the supermajority voting requirement, shifting to a simple majority standard, which was overwhelmingly supported. An advisory stockholder proposal to adopt a simple majority voting standard also received approval, aligning with the company's own governance change.

Mar 26, 2024 8-K

Keysight Technologies, Inc. 8-K Report, Financial Results (Feb 20, 2024)

Keysight Technologies (KEYS) reported first fiscal quarter 2024 results (quarter ended January 31, 2024) that beat the high end of its own guidance, though the top line declined year over year. Revenue was $1.259 billion, down about 9% from $1.381 billion, as Communications Solutions Group revenue fell 11% and Electronic Industrial Solutions Group revenue fell 5%. GAAP net income was $172 million ($0.98 diluted EPS), down from $260 million ($1.45), while non-GAAP net income was $286 million ($1.63 per share) versus $363 million ($2.02) a year earlier. Management attributed the weakness to constrained demand in commercial communications and semiconductor/manufacturing end markets, while citing order growth in aerospace, defense, government, and AI-driven network and data center applications. The balance sheet shifted meaningfully during the quarter. Cash fell to $1.75 billion from $2.47 billion at fiscal year-end, driven by about $478 million of acquisition spending (including the ESI acquisition, completed ahead of schedule in January) and $458 million to acquire non-controlling interests. Goodwill rose to $2.25 billion from $1.64 billion and other intangibles rose to $616 million from $155 million, reflecting the acquisition. Operating cash flow was $328 million and free cash flow was $281 million, both below the prior year, and the company continued share repurchases of $93 million. For the second fiscal quarter of 2024, Keysight guided revenue to $1.19 billion to $1.21 billion and non-GAAP EPS to $1.34 to $1.40 on roughly 175 million diluted shares. Investors will likely focus on whether order momentum in aerospace, defense, and AI-related data center demand can offset continued softness in commercial communications and semiconductors, and on how the ESI integration contributes to revenue and margins going forward.

Feb 20, 2024 8-K

Keysight Technologies, Inc. 8-K Report, Financial Results (Nov 20, 2023)

Keysight Technologies (KEYS) reported fiscal Q4 2023 results (quarter ended October 31, 2023) and full-year FY2023 results. For the quarter, revenue declined 9% year over year to $1.31 billion, GAAP net income fell 24% to $226 million ($1.28 per diluted share), and non-GAAP EPS dropped to $1.99 from $2.14. The decline was driven by Commercial Communications (down 17%) and Electronic Industrial (down 7%), partly offset by Aerospace, Defense and Government (up 4%). Management attributed the weakness to a challenging macro environment, though it highlighted high strategic customer engagement and positioned the company for an eventual recovery. For the full year, revenue rose 1% to a record $5.46 billion, and the company reported record gross margin and operating margin. GAAP net income declined 6% to $1.06 billion ($5.91 per diluted share), while non-GAAP net income rose to $1.49 billion ($8.33 per share) from $1.39 billion ($7.63). Operating cash flow increased to $1.41 billion from $1.14 billion, and free cash flow reached $1.21 billion versus $0.96 billion. Cash and equivalents ended the year at $2.47 billion, while total debt was roughly $1.79 billion including the current portion, and the company repurchased $702 million of stock during the year. The outlook for fiscal Q1 2024 calls for revenue of $1.235 billion to $1.255 billion and non-GAAP EPS of $1.53 to $1.59. Investors should note that orders fell 16% in the quarter and 13% for the year, which points to softer near-term revenue visibility. The gap between GAAP and non-GAAP results, driven by acquisition costs, share-based compensation, and restructuring, also widened in the quarter. The release is preliminary and unaudited.

Nov 20, 2023 8-K

Keysight Technologies, Inc. 8-K Report, Financial Results (Aug 17, 2023)

Keysight Technologies reported fiscal Q3 2023 results (quarter ended July 31, 2023) that were essentially flat year over year on the top line, with GAAP net income down 15% but non-GAAP earnings up 9%. Revenue was $1.38 billion, flat versus last year and up 1% on a core basis, while orders fell 15% to $1.24 billion, a signal that forward revenue growth may be under pressure. Income from operations rose 2% to $365 million, and management highlighted a record third-quarter operating margin and record non-GAAP EPS of $2.19 (vs. $2.01). GAAP diluted EPS fell to $1.61 from $1.87, largely because the GAAP tax provision jumped to $101 million from $8 million. Segment performance was divergent. The Communications Solutions Group (CSG) revenue fell 5% to $918 million, with commercial communications down 12% offset by aerospace, defense and government up 11%. The Electronic Industrial Solutions Group (EISG) grew 14% to $464 million, driven by semiconductor, general electronics, and automotive and energy. Balance-sheet liquidity improved, with cash rising to $2.57 billion from $2.04 billion at fiscal year-end, helped by a $107 million interest rate swap termination and higher operating cash flow of $1.03 billion for the nine months. Full-year guidance implies a Q4 revenue range of $1.29 to $1.31 billion and non-GAAP EPS of $1.83 to $1.89, which sits below the current quarter's run-rate. For investors, the key takeaways are resilient margins and earnings, a strong cash position, and a softer demand backdrop, evidenced by the 15% drop in orders and the commercial communications weakness. The Q4 guidance implies sequential revenue decline, so the investment case hinges on whether orders recover and whether defense and industrial strength can offset commercial communications. Note that the figures are preliminary and unaudited, and the non-GAAP measures exclude items such as share-based compensation and amortization.

Aug 17, 2023 8-K

Keysight Technologies, Inc. 8-K Report, Executive Changes (May 31, 2023)

Keysight Technologies, Inc. (KEYS) announced the appointment of Lisa Poole as its new Vice President and Chief Accounting Officer and Corporate Controller, effective August 1, 2023. Ms. Poole has a long-standing history with the company, having held various senior financial reporting and accounting roles since 2014, most recently as Vice President, Assistant Corporate Controller. This appointment signifies internal succession for a key financial role, indicating stability and familiarity within the company's financial leadership. In conjunction with her promotion, Ms. Poole's compensation package has been adjusted to include a base salary of $315,000, a target bonus potential of 60% of her base salary, and equity awards consisting of time-based Restricted Stock Units (RSUs) and performance-based stock units. These awards are designed to align her incentives with the company's long-term performance and shareholder value, with vesting schedules and performance metrics clearly defined.

May 31, 2023 8-K

Leadership ChangesShareholder Matters

Keysight Technologies, Inc. 8-K Report, Financial Results (May 16, 2023)

Keysight Technologies reported fiscal Q2 2023 results (quarter ended April 30, 2023) that were preliminary and largely positive on the headline metrics. Revenue rose 3% year over year to $1.39 billion (5% on a core basis, excluding FX and recent acquisitions/divestitures), with record second-quarter revenue, record gross margin, and record free cash flow. GAAP net income was $283 million ($1.58 diluted EPS) versus $258 million ($1.41) a year earlier, and non-GAAP EPS was $2.12 versus $1.83, which management described as above guidance. Income from operations grew 8% to $354 million, and six-month operating cash flow reached $789 million versus $522 million, helped partly by a $107 million interest rate swap termination payment. Segment performance was mixed. Communications Solutions Group (CSG) revenue fell 3% to $937 million, with commercial communications down 7% offset by 7% growth in aerospace, defense and government. Electronic Industrial Solutions Group (EISG) revenue grew 17% to $453 million, with operating margin expanding to 35% from 30%. Orders declined 10% to $1.32 billion, a potential leading indicator that investors will watch closely. Q3 FY2023 guidance calls for revenue of $1.37 to $1.39 billion and non-GAAP EPS of $2.00 to $2.06. Investors should weigh the strong profitability and cash generation against softer orders, the decline in commercial communications, and reliance on non-GAAP adjustments such as share-based compensation and amortization. Cash rose to $2.50 billion, while long-term debt remained flat at $1.79 billion, and treasury stock repurchases were $125 million in the six-month period versus $484 million a year earlier. The figures are unaudited and labeled preliminary.

May 16, 2023 8-K

Keysight Technologies, Inc. 8-K Report, Executive Changes (Mar 17, 2023)

Keysight Technologies, Inc. (KEYS) filed an 8-K on March 17, 2023, reporting on two key events. First, Executive Chair Ron Nersesian announced his transition to Non-Executive Chair effective May 1, 2023, retiring for personal reasons. This marks a leadership evolution as Nersesian previously handed over CEO duties in May 2022, indicating a planned succession. Investors should note this is a voluntary transition not stemming from any company disagreements. Second, the filing details the results of Keysight's Annual Meeting of Stockholders held on March 16, 2023. All nominated directors were elected to three-year terms, and PricewaterhouseCoopers LLP was ratified as the independent auditor for fiscal year 2023. Shareholder support for executive compensation for fiscal year 2022 was also approved on an advisory basis. A significant outcome was the failure to declassify the Board of Directors, as the required 80% threshold for an amendment to achieve this was narrowly missed (achieving 79%).

Mar 17, 2023 8-K

Keysight Technologies, Inc. 8-K Report, Executive Changes (Mar 2, 2023)

This 8-K filing from Keysight Technologies (KEYS) announces the upcoming retirement of its Principal Accounting Officer, John Skinner, who also serves as Corporate Controller. Mr. Skinner intends to retire in early August 2023, after nearly a decade in his role since March 2014. His departure is for personal reasons and is not a result of any disagreement with the company, which is a positive indicator for investors concerned about internal issues.

Mar 2, 2023 8-K

Keysight Technologies, Inc. 8-K Report, Financial Results (Feb 21, 2023)

Keysight Technologies (NYSE: KEYS) reported fiscal first-quarter 2023 results (quarter ended January 31, 2023) that exceeded the high end of its guidance, with revenue up 10% year-over-year to $1.381 billion (14% on a core basis, excluding currency and recent acquisitions/divestitures). GAAP net income rose 14% to $260 million, or $1.45 per diluted share, and non-GAAP net income was $363 million, or $2.02 per share, up from $1.65. Operating income grew 19% to $322 million. Both segments grew: Communications Solutions Group (CSG) revenue rose 7% to $939 million with stronger operating margin of 29%, and Electronic Industrial Solutions Group (EISG) revenue rose 19% to $442 million with operating margin of 32%. The quarter also showed softening demand indicators that investors should weigh. Orders fell 13% year-over-year to $1.30 billion, below revenue, and management described demand as moderating. The GAAP tax provision more than doubled to $71 million, which pressured the GAAP earnings growth rate relative to operating income. Cash and equivalents rose to $2.23 billion, operating cash flow was $366 million versus $224 million a year earlier, and the company repurchased $125 million of stock. Inventory and deferred revenue both increased. For the second fiscal quarter of 2023, Keysight guided revenue to $1.37-$1.39 billion and non-GAAP EPS to $1.91-$1.97. The company did not provide a GAAP EPS reconciliation for guidance because tax-rate items are not currently estimable. Management remains confident in long-term secular growth trends. The filing notes that the press release and the non-GAAP information are furnished under Item 2.02 and are not deemed filed for Exchange Act purposes. All financial figures are preliminary and unaudited.

Feb 21, 2023 8-K

Keysight Technologies, Inc. 8-K Report, Financial Results (Nov 17, 2022)

Keysight Technologies reported record fiscal Q4 2022 (quarter ended October 31, 2022) and record full-year 2022 orders and revenue. Q4 revenue rose 11% to $1.44 billion (15% on a core basis, excluding currency and recent acquisitions/divestitures). Q4 orders reached $1.57 billion, up 5%. GAAP diluted EPS was $1.66, up from $1.52, and non-GAAP diluted EPS was $2.14, up from $1.82. Operating margin was supported by a 9% increase in Q4 income from operations to $379 million. Both reportable segments grew: Communications Solutions Group (CSG) revenue rose 8% to $992 million, and Electronic Industrial Solutions Group (EISG) revenue rose 20% to $451 million, though EISG gross and operating margins compressed year over year. For full-year fiscal 2022, revenue grew 10% to $5.42 billion (12% core) and orders grew 12% to $5.98 billion. GAAP diluted EPS was $6.18 (up from $4.78) and non-GAAP diluted EPS was $7.63 (up from $6.23). Operating cash flow declined to $1.14 billion from $1.32 billion, and free cash flow fell to $959 million from $1.15 billion, largely due to higher accounts receivable and inventory build. The company returned substantial capital through $849 million of treasury stock repurchases and ended the year with $2.04 billion in cash and equivalents. Management guided fiscal Q1 2023 revenue to $1.36–$1.38 billion and non-GAAP EPS to $1.81–$1.87. Management cited supply chain constraints, geopolitical tensions, and an uncertain macro environment as ongoing risks. Investors should note that the company's non-GAAP measures exclude amortization, share-based compensation, and restructuring costs, and that this filing's press release is furnished rather than filed under the Exchange Act.

Nov 17, 2022 8-K

Keysight Technologies, Inc. 8-K Report, Financial Results (Aug 17, 2022)

Keysight Technologies (KEYS) reported preliminary third-quarter fiscal 2022 results (quarter ended July 31, 2022) that exceeded the high end of its guidance, with record revenue and EPS. Orders rose 12% to $1.46 billion (14% on a core basis) and revenue rose 10% to $1.38 billion (13% core). GAAP net income was $338 million, or $1.87 per diluted share, up from $1.36 a year earlier, while non-GAAP EPS was $2.01 versus $1.54. Income from operations grew 26% to $357 million, and operating leverage was evident as total costs rose only 6% against 10% revenue growth. Both reportable segments grew. Communications Solutions Group (CSG) revenue rose 11% to $970 million, driven by 5G, O-RAN, 400G/800G and aerospace/defense and satellite demand, with operating margin improving to 30% from 26%. Electronic Industrial Solutions Group (EISG) revenue rose 10% to $406 million, with growth in every region, though its gross margin contracted to 61.3% from 63.7%. Management raised its fiscal-year outlook, guiding Q4 revenue to $1.38–$1.40 billion and non-GAAP EPS to $1.94–$2.00, with full-year revenue growth approaching 9%. Capital allocation remained active: the company repurchased about 1.6 million shares for $228 million in the quarter, and nine-month treasury stock purchases reached $723 million. Cash of $1.85 billion and long-term debt of $1.79 billion were roughly unchanged. Nine-month operating cash flow declined to $746 million from $954 million, driven by higher receivables and inventory, which investors should weigh against the strong earnings.

Aug 17, 2022 8-K

Keysight Technologies, Inc. 8-K Report, Executive Changes (May 20, 2022)

This 8-K filing from Keysight Technologies, Inc. (KEYS) primarily announces the approved compensation for its newly appointed President and CEO, Satish Dhanasekaran, effective May 1, 2022. The compensation package includes a base salary, an increased target award percentage under the company's performance-based compensation plan, and equity awards in the form of performance stock units (PSUs) and restricted stock units (RSUs). These awards are tied to company performance and vesting schedules, aligning executive compensation with long-term shareholder value. The compensation details are significant as they signal the finalized leadership transition and outline the incentives for the new CEO. Investors should note the performance metrics and vesting periods associated with the PSUs and RSUs, which provide insight into the company's strategic focus and leadership's commitment to achieving specific financial and operational goals over the next few years. The filing confirms the CEO's compensation structure is now formally established and linked to the company's success.

May 20, 2022 8-K

Shareholder MattersExhibits & Filings

Keysight Technologies, Inc. 8-K Report, Financial Results (May 17, 2022)

Keysight Technologies (KEYS) reported strong second fiscal quarter 2022 results (quarter ended April 30, 2022) and raised its full-year outlook. Orders rose 9% to $1.46 billion (11% on a core basis), and revenue grew 11% to $1.35 billion (12% core), with management describing it as a record Q2 for orders and an all-time record for revenue. GAAP net income was $258 million, or $1.41 per diluted share, up from $0.99 a year earlier, while non-GAAP EPS was $1.83 versus $1.44. Operating income rose 39% to $327 million, and GAAP net income increased 38% year over year. Both reporting segments grew: Communications Solutions Group (CSG) revenue rose 10% to $963 million and Electronic Industrial Solutions Group (EISG) revenue rose 13% to $388 million. The outlook is constructive. For fiscal Q3 2022, Keysight guided revenue to $1.33-$1.35 billion and non-GAAP EPS to $1.74-$1.80. For full-year fiscal 2022, revenue growth is expected to approach 8%, and non-GAAP EPS growth is expected to be 14-15%. Management attributed the results to demand across its portfolio and to navigating geopolitical and supply chain challenges during the quarter. Capital allocation was active. Keysight repurchased about 1.9 million shares for $289 million in the quarter, and treasury stock repurchases totaled $484 million in the first six months. Cash and equivalents stood at $1.89 billion at quarter end, and long-term debt was roughly flat at $1.79 billion. Investors should note that six-month operating cash flow fell to $522 million from $697 million, driven by working capital changes and higher tax payments, and that the GAAP-to-non-GAAP gap is largely driven by recurring items such as share-based compensation and restructuring. The filing's financial statements are unaudited and marked preliminary.

May 17, 2022 8-K

Keysight Technologies, Inc. 8-K Report, Shareholder Vote Results (Mar 22, 2022)

Keysight Technologies, Inc. (KEYS) filed an 8-K on March 22, 2022, detailing the results of its Annual Meeting of Stockholders held on March 17, 2022. The meeting saw strong participation, with over 88% of outstanding shares represented, indicating significant shareholder engagement. Key outcomes include the election of all nominated directors to three-year terms and the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2022. Shareholder approval was also given, on an advisory basis, to the compensation of named executive officers for fiscal year 2021. However, a significant proposal to declassify the Board of Directors failed to gain the required 80% threshold of outstanding shares, falling just short at 79%. This means the Board of Directors will remain classified, a decision that may impact future governance discussions and strategies. The company also provided the Cover Page Interactive Data File as an exhibit.

Mar 22, 2022 8-K

Keysight Technologies, Inc. 8-K Report, Executive Changes (Feb 24, 2022)

Keysight Technologies (NYSE: KEYS) announced on February 24, 2022 that CEO Ron Nersesian will retire as President, CEO, and Principal Executive Officer effective May 1, 2022. He will remain with the company as Executive Chairman of the Board. The Board has named Satish Dhanasekaran, the company's current Chief Operating Officer, as his successor, effective the same date. Dhanasekaran is also being appointed to the Board, increasing its size from ten to eleven directors, as a Class III director with a term expiring at the 2023 Annual Meeting. For investors, this is a planned, orderly succession rather than a disruptive departure. Dhanasekaran is an internal candidate with over 15 years at Keysight, most recently as COO since October 2020, and previously as head of the Communications Solutions Group, the company's largest segment. Nersesian's continued role as Executive Chairman provides continuity during the transition. The filing states Dhanasekaran will receive no additional compensation for his board service and that he has existing standard change-in-control and indemnification agreements. No related-party transactions were disclosed. The press release frames the transition around Keysight's strategy: a software-centric solutions model, R&D investment, and a 10% revenue CAGR and 18% earnings growth under Nersesian's tenure. The filing does not disclose any change to financial guidance, strategy, or compensation terms for the new CEO. Investors will likely focus on whether Dhanasekaran maintains the company's growth and margin trajectory, and on how the strategy evolves under his leadership.

Feb 24, 2022 8-K

Keysight Technologies, Inc. 8-K Report, Executive Changes (Feb 22, 2022)

Keysight Technologies (NYSE: KEYS) filed a Form 8-K on February 22, 2022 to disclose a board change rather than any financial or operational results. On February 16, 2022, the Board increased its size from nine to ten directors and appointed Kevin Stephens as a Class III director, effective March 1, 2022, with his term expiring at the 2023 Annual Meeting. The Board determined that Mr. Stephens meets NYSE and Regulation S-K Item 407(a) independence standards. No committee assignments have been determined yet. Mr. Stephens brings media, broadband, and telecom leadership experience, including his prior role as Executive Vice President and President of the Business Services Division at Altice USA (2015-2019) and earlier senior sales and marketing roles at Suddenlink, Cox Communications, Choice One Communications, and Xerox. He also sits on the boards of Consumer Cellular and Crown Castle (NYSE: CCI). Chairman and CEO Ron Nersesian cited his communications-industry expertise as a key reason for the appointment. Keysight's FY2021 revenue was $4.9 billion, as noted in the accompanying press release. For investors, this is a routine governance event with limited direct financial impact. Compensation is the standard non-employee director package, and Mr. Stephens will enter the Company's standard indemnification agreement. The filing discloses no related-party transactions under Item 404(a). The principal investor-relevant takeaway is the added communications-sector expertise on the Board, which may matter as Keysight serves communications and service provider customers. Investors should watch the forthcoming committee assignment decisions.

Feb 22, 2022 8-K

Keysight Technologies, Inc. 8-K Report, Financial Results (Feb 17, 2022)

Keysight Technologies (NYSE: KEYS) reported first fiscal quarter 2022 results (quarter ended January 31, 2022) on February 17, 2022, describing the period as a strong start to the year with record orders and record Q1 revenue and earnings. Orders rose 22% to $1.50 billion (23% on a core basis), and revenue grew 6% to $1.25 billion (7% on a core basis). GAAP net income was $229 million, or $1.24 per diluted share, up from $172 million, or $0.92, a year earlier. Non-GAAP net income was $305 million, or $1.65 per share, versus $1.43 in Q1 2021. Management said the company exceeded the high end of its revenue and EPS guidance. Segment performance was mixed in its drivers. Communications Solutions Group revenue rose 3% to $878 million, supported by 5G, O-RAN, 400G/800G and wireline applications, with operating margin improving to 27%. Electronic Industrial Solutions Group revenue rose 13% to $372 million, led by semiconductor measurement and automotive and energy technologies, with operating margin of 31%. Cash generation weakened year over year: operating cash flow fell to $224 million from $295 million and free cash flow to $182 million from $267 million, largely due to a $117 million decline in employee compensation and benefits accruals. Keysight also repurchased about 1.13 million shares for $206 million and ended the quarter with $1.98 billion in cash and equivalents. For the second fiscal quarter of 2022, Keysight guided revenue to $1.29 billion to $1.31 billion and non-GAAP EPS to $1.63 to $1.69. Investors will likely focus on whether order strength converts into revenue growth, the pace of free cash flow recovery, and the impact of export control regulations and supply chain constraints, which the company flagged as risks.

Feb 17, 2022 8-K

Keysight Technologies, Inc. 8-K Report, Executive Changes (Dec 6, 2021)

Keysight Technologies, Inc. (KEYS) filed an 8-K on December 6, 2021, primarily to announce the retirement of Paul Clark from its Board of Directors, effective December 1, 2021. Mr. Clark's departure was for personal reasons and not due to any disagreement with the company's management or operations. Following his retirement, the size of the Board of Directors was reduced from 10 to 9 members. This filing is routine in nature and does not appear to signal any significant operational or financial shifts. Investors should note that the reduction in board size is a common corporate governance action and, in this instance, is attributed to a voluntary retirement. No other material events or financial disclosures were provided in this specific 8-K filing.

Dec 6, 2021 8-K/A

Keysight Technologies, Inc. 8-K/A Report, Executive Changes (Nov 22, 2021)

This 8-K filing from Keysight Technologies, Inc. (KEYS) serves as an amendment to a previous filing, primarily updating information regarding the committee assignments of a recently appointed director. Specifically, Michelle J. Holthaus, who was appointed to the Board of Directors on May 20, 2021, has now been assigned to the Nominating and Corporate Governance Committee, effective November 18, 2021. This update provides clarity on the board's structure and the operational roles of its members.

Nov 22, 2021 8-K

Keysight Technologies, Inc. 8-K Report, Financial Results (Nov 22, 2021)

Keysight Technologies reported a strong fourth quarter and fiscal 2021 (ended October 31, 2021), with record orders, revenue, gross margin, and operating margin. Q4 orders rose 21% to $1.49 billion and revenue rose 6% to $1.29 billion (5% on a core basis). GAAP net income was $282 million ($1.52 per diluted share), and non-GAAP EPS was $1.82. For fiscal 2021, orders grew 18% to $5.36 billion and revenue grew 17% to $4.94 billion (15% core). GAAP diluted EPS was $4.78, up from $3.31, and non-GAAP EPS was $6.23, up from $4.85. Fiscal 2021 operating cash flow was $1.32 billion and free cash flow was $1.15 billion. Capital return was a major focus. Keysight repurchased about $673 million of stock in fiscal 2021 and announced a new $1.2 billion share repurchase authorization, which replaces the prior $750 million program that had $77 million remaining. Year-end cash and equivalents were $2.05 billion against $1.79 billion of long-term debt. Management guided first-quarter fiscal 2022 revenue to $1.225 billion to $1.245 billion and non-GAAP EPS to $1.50 to $1.56. The filing is an earnings release furnished under Item 2.02 rather than filed, so its contents are not incorporated into securities registration statements. Investors should weigh the strong growth and margin expansion against supply constraints the company flagged, and note that non-GAAP results exclude real costs such as amortization, share-based compensation, and restructuring. Year-over-year GAAP net income growth was 43% for the full year, but the reported figures are preliminary and unaudited.

Nov 22, 2021 8-K

Financial EventsExhibits & Filings

Keysight Technologies, Inc. 8-K Report, Financial Results (Aug 18, 2021)

Keysight Technologies (KEYS) reported strong third fiscal quarter 2021 results (quarter ended July 31, 2021), with orders up 23% to $1.31 billion and revenue up 23% to $1.25 billion (21% on a core basis, excluding FX and recent acquisitions/divestitures). GAAP net income rose 44% to $254 million ($1.36 diluted EPS), while non-GAAP EPS grew 29% to $1.54. Income from operations increased 55% to $284 million, and operating cash flow of $257 million produced free cash flow of $217 million, up from $151 million a year earlier. Management highlighted record Q3 orders and all-time record revenue, attributing growth to 5G deployments, 400G/800G data center Ethernet, and a macroeconomic recovery in the Electronic Industrial Solutions Group. Segment performance was broadly strong. The Communications Solutions Group (CSG) grew revenue 15% to $875 million with a stable 26% operating margin, while the Electronic Industrial Solutions Group (EISG) grew revenue 48% to $371 million and expanded its operating margin from 27% to 31%. Balance sheet liquidity improved, with cash and equivalents of $2.15 billion at July 31, 2021, versus $1.76 billion at fiscal year-end 2020, though long-term debt remained roughly flat at $1.79 billion. Treasury stock repurchases of $320 million in the first nine months signal ongoing capital return. For the fourth fiscal quarter of 2021, Keysight guided revenue to $1.25-$1.27 billion and non-GAAP EPS to $1.59-$1.65. Management cited continued supply chain challenges but expressed confidence in its growth opportunities. Note that the release is preliminary and unaudited, and the company's non-GAAP measures exclude amortization of acquisition-related intangibles, share-based compensation, and restructuring costs, so investors should weigh GAAP results alongside the non-GAAP presentation.

Aug 18, 2021 8-K

Keysight Technologies, Inc. 8-K Report, Financial Obligation (Aug 4, 2021)

Keysight Technologies, Inc. (KEYS) announced on August 4, 2021, the execution of an Amended and Restated Credit Agreement, effective July 30, 2021. This agreement establishes a new $750 million unsecured revolving credit facility with a five-year term, maturing on July 30, 2026. The facility also includes an accordion feature, allowing Keysight to increase commitments by up to an additional $250 million under certain conditions. This refinancing provides Keysight with enhanced financial flexibility and liquidity. The amendment and restatement of the prior 2017 credit agreement indicate a proactive approach to managing the company's capital structure. Investors should note the inclusion of customary covenants and financial ratio requirements, which are standard for such credit facilities and designed to ensure the company's ongoing financial health.

Aug 4, 2021 8-K

Keysight Technologies, Inc. 8-K Report, Executive Changes (May 21, 2021)

Keysight Technologies (NYSE: KEYS) filed an 8-K on May 21, 2021 to disclose the appointment of Michelle J. Holthaus to its Board of Directors. The Board increased its size from nine to ten members on May 20, 2021, and appointed Holthaus as a Class II director effective immediately, with a term expiring at the 2022 Annual Meeting. The Board has determined she meets NYSE and Regulation S-K independence standards, though committee assignments have not yet been made. Holthaus is Executive Vice President and Chief Revenue Officer of Intel Corporation, a role she has held since September 2019, where she leads global sales, marketing, and communications. She has been with Intel since 1996 and held several senior sales and marketing leadership positions. Her compensation will be a prorated share of the standard non-employee director package, and she will enter the Company's standard indemnification agreement. The filing discloses no related-party transactions or arrangements requiring disclosure. For investors, this is a governance event rather than a financial one. The filing contains no financial results, guidance, or material changes to operations. The addition of an executive with deep customer-facing experience at a major semiconductor company may be viewed as relevant to Keysight's end markets, particularly semiconductor and communications customers, but the filing itself does not state any strategic rationale beyond the press release's general comments.

May 21, 2021 8-K

Shareholder MattersExhibits & Filings

Keysight Technologies, Inc. 8-K Report, Financial Results (May 19, 2021)

Keysight Technologies reported second fiscal quarter 2021 results (quarter ended April 30, 2021) that management described as all-time records for orders, revenue, and free cash flow. Orders rose 22% to $1.33 billion and revenue rose 36% to $1.22 billion (33% on a core basis, excluding FX and recent acquisitions). Income from operations more than doubled to $235 million from $102 million, and GAAP net income was $186 million, or $0.99 per diluted share, versus $71 million ($0.37) a year earlier. Non-GAAP net income was $270 million, or $1.44 per share, versus $0.78 in the prior-year quarter. Cash generation was strong. Operating cash flow was $402 million and free cash flow was $369 million, both well above the prior year. Cash and equivalents grew to $1.99 billion, and the company repurchased $240 million of stock in the first half. Growth was broad: the Communications Solutions Group (CSG) grew revenue 34% to $877 million, driven by 5G, space and satellite, and early 6G research, while the Electronic Industrial Solutions Group (EISG) grew 42% to $344 million, led by semiconductor, general electronics, and automotive and energy demand, particularly in Asia Pacific. For fiscal Q3 2021, Keysight guided revenue to $1.205–$1.225 billion and non-GAAP EPS to $1.39–$1.45. Investors should note that the results are preliminary and unaudited, and that the non-GAAP figures exclude amortization of acquisition-related intangibles, share-based compensation, and other items. Management's forward-looking statements flag risks including supply chain constraints, pandemic-related mandates, US export controls, and order cancellations.

May 19, 2021 8-K

Keysight Technologies, Inc. 8-K Report, Shareholder Vote Results (Mar 23, 2021)

This 8-K filing from Keysight Technologies, Inc. reports on the outcomes of its Annual Meeting of Stockholders held on March 18, 2021. A significant majority of outstanding shares (88.72%) were represented, indicating strong shareholder participation and a quorum. The key outcomes of the meeting include the election of all nominated directors, the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2021, and advisory approval of executive compensation for fiscal year 2020. The stockholders also voted to hold the advisory vote on executive compensation annually. Overall, the results suggest a smooth annual meeting with broad shareholder support for the company's board and financial oversight. The ratification of the auditor and approval of executive compensation indicate general confidence from shareholders in the company's current direction and governance.

Mar 23, 2021 8-K

Keysight Technologies, Inc. 8-K Report, Financial Results (Feb 18, 2021)

Keysight Technologies (NYSE: KEYS) reported first fiscal quarter 2021 results (quarter ended January 31, 2021) in an 8-K furnished under Item 2.02 with press release Exhibit 99.1. Orders rose 7% to $1.223 billion and revenue rose 8% to $1.180 billion (6% on a core basis, excluding currency and recent acquisitions/divestitures). GAAP net income was $172 million ($0.92 diluted EPS), up from $163 million ($0.86), while non-GAAP net income was $270 million ($1.43 per diluted share) versus $1.26 a year earlier. Management described the quarter as a record for first-quarter orders and revenue, with results exceeding the high end of guidance. By segment, Communications Solutions Group revenue grew 4% to $852 million, supported by year-end spending in aerospace, defense and government, and operating margin improved to 26%. Electronic Industrial Solutions Group revenue grew 18% to $328 million, led by semiconductor measurement and general electronics in Asia Pacific, with operating margin rising to 29%. Operating cash flow was $295 million versus $197 million, and cash and equivalents ended the quarter at $1.887 billion, though the company also spent $96 million on acquisitions. For the second fiscal quarter of 2021, Keysight guided revenue to $1.19–$1.21 billion and non-GAAP EPS to $1.29–$1.35. Investors should note that non-GAAP figures exclude share-based compensation, amortization of acquisition-related balances and other items, so GAAP results remain the primary basis for comparison. The filing is a voluntary earnings disclosure rather than a material event, and the guidance is based on management's current expectations and subject to supply chain, pandemic, export control and demand risks.

Feb 18, 2021 8-K