Keysight Technologies (KEYS) Risk Factor Changes

There have been recent and ongoing changes to U.S.

Our amended and restated certificate of incorporation provide that unless the board of directors otherwise determines, the state courts in the State of Delaware or, if no state court located within the State of Delawa…

Some of our properties have been the subject of remediation by HP Inc.

requirements in the plans outside the U.S.

We are subject to legal proceedings, lawsuits and other claims in the normal course of business and could become subject to additional claims in the future, some of which could be material.

Because we have extensive international operations, we must comply with complex foreign and U.S.

Our future success depends partly on the continued service of our key research, engineering, sales, marketing, manufacturing, executive and administrative personnel, including personnel joining our company through acq…

In addition, our IT systems and those of our service providers may be susceptible to damage, disruptions, instability, or shutdowns due to power outages, hardware failures, telecommunication failures, user errors, cyb…

Our products may contain vulnerabilities that could be exploited by cybersecurity attackers, allowing them to introduce malicious code into our products to gain access to customer networks.

Disputes and litigation regarding patents or other intellectual property are costly and time-consuming due to the complexity of our technology and the uncertainty of intellectual property litigation and could divert o…

From time-to-time parties have claimed that one or more of our solutions or services infringe their intellectual property rights.

Achieving net zero emissions goals and targets may entail compliance with evolving laws and regulatory requirements, which may cause us to change or reconfigure facilities and operations to meet regulatory standards.

Our factories, facilities and distribution system are vulnerable to catastrophic loss due to natural or man-made disasters.

Our taxes could increase if the existing Malaysia and/or Singapore incentive is revoked or not renewed upon expiration.

Keysight benefits from tax incentives in several jurisdictions, most significantly in Singapore and Malaysia.

accounting, and other laws, including the Tax Cuts and Jobs Act, the Inflation Reduction Act and the One Big Beautiful Bill Act in the U.S, regulations, principles, and interpretations in the U.S.

On June 14, 2019, the U.S.

We are or will be subject to ongoing tax examinations of our tax returns by the IRS and other tax authorities in various jurisdictions.

Our ability to grow revenues, earnings and cash flow depends in part upon our ability to identify and successfully acquire and integrate businesses at appropriate prices and realize anticipated synergies and business…

In the normal course of business, we may engage in discussions with third parties relating to possible acquisitions, strategic alliances, joint ventures and divestitures.

As part of our efforts to streamline operations and to cut costs, we outsource aspects of our manufacturing processes and other functions and continue to evaluate additional outsourcing.

Our income could be harmed if we are unable to adjust our purchases to address market fluctuations, including those caused by volatile global economic conditions including the impact of tariffs and reciprocal tariffs,…

We generally sell our solutions in industries that are characterized by increased competition through frequent new solution and service introductions, rapid technological changes and innovations and changing industry…

Many of our suppliers, vendors, customers, partners, and other entities with whom we do business have strong ties to doing business in China and other countries impacted by the increased tariffs.

We are a global company with international operations, and we sell our products and solutions in countries throughout the world.

Nationalistic economic policies and political trends such as sanctions or trade restrictions, including those on advanced computing and semiconductor manufacturing and design software, withdrawal from or re-negotiatio…

•difficulty in protecting and enforcing intellectual property rights;

•changes in a specific country's or region's political, economic or other conditions, including but not limited to changes that favor national interests such as the imposition of or increase in tariffs and reciprocal…

Because we operate our businesses and sell our solutions worldwide, our businesses are subject to risks associated with doing business internationally.

Our business is sensitive to negative changes in general economic conditions, both inside and outside the U.S.

DGCL or Keysight's amended and restated certificate of incorporation or bylaws, or any action asserting a claim against us or any of our directors or officers governed by the internal affairs doctrine.

will have access to a limited number of our properties to perform remediation.

countries, and could also materially affect our brand, ability to attract and retain employees, international operations, business and operating results.

In addition, our IT systems and those of our service providers may be susceptible to damage, disruptions, instability, or shutdowns due to power outages, hardware failures, telecommunication failures, user errors, imp…

intellectual property licenses, and we cannot ensure that these licenses will be available to us in the future on terms favorable to us or at all.

the event of a catastrophe in any one location.

The company believes the position meets the more likely than not recognition threshold.

effect on our operating results and financial condition.

Our ability to grow revenues, earnings and cash flow depends in part upon our ability to identify and successfully acquire and integrate businesses at appropriate prices and realize anticipated synergies and business…

Our income could be harmed if we are unable to adjust our purchases to address market fluctuations, including those caused by volatile global economic conditions, geopolitical conflict, or the seasonal or cyclical nat…

International trade disputes and increased tariffs between the United States and the United Kingdom, the European Union, Singapore, Malaysia and China, among other countries could substantially change our expectations…

•new or expanded trade barriers, tariffs and restrictions;

We sponsor several defined benefit pension plans that cover many of our employees.

In January 2025, the U.S.

We continue to evaluate and, where appropriate, integrate AI technologies into our product offerings and internal operations to enhance innovation, efficiency, and customer value.

Our business is exposed to risks associated with the use of AI tools.

disruption and significant unexpected expense, delays in or inability to develop, manufacture and ship products and solutions, customer dissatisfaction, loss of revenue and damage to our reputation.

We are subject to federal, state, and local taxes in the U.S.

On January 23, 2025, we filed a lawsuit against the United States of America in the United States Court of Federal Claims seeking a tax refund of $107 million, or such greater amount allowed by law, plus any other amo…

marketing the products of a newly acquired company in a way that enhances performance and expands the markets of the newly acquired company.

efficiencies and could impact our results of operations and stock price.

operating results would suffer.

If the U.S.’ relationship with countries subject to increased tariffs results in additional trade disputes, trade protection measures, retaliatory actions and increased barriers, policies that favor domestic industrie…

Our business depends on our customers’ ability to manufacture, design, and sell their products in the marketplace.

regional market instability; increased energy costs, which could increase the cost of manufacturing, selling and delivering products and solutions; and increased risk of cybersecurity attacks, which could adversely im…

There have been recent and ongoing changes to U.S.

•uncertainty regarding the U.S.

•increased risk of supply chain shortages;