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Keysight Technologies Inc

For the period ended Apr 30, 2025. Filed Jun 3, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Apr 30, 2025 · Filed Jun 3, 2025

KEYS$272.13+4.4%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-01-31; filed 2025-03-06.

0001601046-25-000009

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-04-30; filed 2025-06-03.

0001601046-25-000073

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 107 previous paragraphs and 116 current paragraphs.

53 unchanged; 48 reworded; 15 added; 4 removed; 2 previous and 0 current paragraphs rearranged.

Tables are not compared: 10 previous and 10 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (15)

Current report

In April 2025, the U.S. government announced tariffs on products from all countries and additional reciprocal tariffs on certain countries. In response, China and other countries have announced retaliatory tariffs against certain imports from the United States. Subsequently, a 90-day pause was instituted on some of the previously announced tariffs. We continue to monitor and assess the impact of these tariffs on our financial results and have taken action across multiple vectors to reduce the incremental impact of tariffs on our operating results. Our multipronged mitigation approach spans our global manufacturing footprint and sourcing strategies, as well as pricing and cost actions. For additional discussion of risks related to tariffs and trade relations, please refer to the risk factor, in Part II, Item 1A. Risk Factors.

Current report

Refer to the “Segment Overview” section of Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations for additional information on changes in revenue during the three and six months ended April 30, 2025.

Current report

Other operating expense (income), net for the three and six months ended April 30, 2025 was income of $3 million and $11 million, respectively, compared to income of $3 million and $5 million, respectively, for the same periods last year.

Current report

Selling, general and administrative expense for the three months ended April 30, 2025 increased 3 percent compared to the same period last year, primarily driven by higher infrastructure costs. Selling, general and administrative expense for the six months ended April 30, 2025 increased 2 percent compared to the same period last year, primarily driven by higher infrastructure costs and incremental costs from acquired businesses.

Current report

Gross margin for the three months ended April 30, 2025 increased 1 percentage point compared to the same period last year, primarily driven byfavorable pricing, partially offset by unfavorable mix, higher material costs, and impact of tariffs. Gross margin for the six months ended April 30, 2025 decreased 1 percentage point compared to the same period last year, primarily driven byunfavorable mix, partially offset by favorable pricing.

Current report

Other operating expense (income), net for the three months ended April 30, 2025 and 2024 was income of $1 million and zero, respectively. Other operating expense (income), net for the six months ended April 30, 2025 and 2024 was income of $3 million and zero, respectively.

Current report

In April 2025, the company issued an aggregate principal amount of $750 million in unsecured senior notes (“2030 Senior Notes”). The 2030 Senior Notes were issued at 99.760 percent of their principal amount. The notes will mature on July 30, 2030 and bear interest at a fixed rate of 5.35 percent per annum. The interest is payable semi-annually on January 30 and July 30, commencing on January 30, 2026. 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.

Current report

There have been no changes to the principal, maturity, interest rates and interest payment terms of our other senior notes during the six months ended April 30, 2025 as compared to the senior notes described in our Annual Report on Form 10-K for the fiscal year ended October 31, 2024.

Current report

Cash and cash equivalents held in the U.S. increased to $3,135 million as of April 30, 2025 from $1,814 million as of October 31, 2024 and included the proceeds from the 2030 Senior Notes. See Note 10, “Debt,” for additional information.

Current report

Our senior notes obligations increased to $2,550 million as of April 30, 2025 from $1,800 million as of October 31, 2024, and interest payments on senior notes increased to $626 million as of April 30, 2025 from $453 million as of October 31, 2024, driven by issuance of the 2030 Senior Notes. See Note 10, “Debt,” for additional information.
Removed paragraphs (4)

Previous report

Selling, general and administrative expense for the three months ended January 31, 2025 increased 1 percent compared to the same period last year, primarily driven by incremental costs from acquired businesses.

Previous report

Other operating expense (income), net for the three months ended January 31, 2025 was income of $6 million compared to income of $2 million for the same period last year.

Previous report

Other operating expense (income), net for the three months ended January 31, 2025 was income of $2 million compared to zero for the same period last year.
Reworded paragraphs (48)

Previous wording

Total orders for the three months ended January 31, 2025 were $1,263 million, an increase of 4 percent compared to the same period last year. Foreign currency movements had an unfavorable impact of 1 percentage point, and acquisitions had a favorable impact of 1 percentage point, on the year-over-year order change. For the three months ended January 31, 2025, orders increased in Asia Pacific and Europe, partially offset by a decline in the Americas.

Current wording

Total orders for the three and six months ended April 30, 2025 were $1,316 million and $2,579 million, respectively, an increase of 8 percent and 6 percent, respectively, compared to the same periods last year. For the three months ended April 30, 2025, foreign currency movements had an unfavorable impact of 1 percentage point and acquisitions had an immaterial impact on the year-over-year change. For the six months ended April 30, 2025, foreign currency movements had an unfavorable impact of 1 percentage point and acquisitions had a favorable impact of 1 percentage point, on the year-over-year change. For the three months ended April 30, 2025, orders increased in the Americas and Asia Pacific, partially offset by a decline in Europe. For the six months ended April 30, 2025, orders increased across all regions.

Previous wording

Revenue for the three months ended January 31, 2025 was $1,298 million, an increase of 3 percent compared to the same period last year. Foreign currency movements had an unfavorable impact of 1 percentage point, and acquisitions had an immaterial impact, on the year-over-year revenue change. A revenue increase in the Communications Solutions Group (“CSG”) was partially offset by a slight decline in the Electronic Industrial Solutions Group (“EISG”). Revenue from CSG and EISG represented 68 percent and 32 percent, respectively, of total revenue for the three months ended January 31, 2025.

Current wording

Revenue for the three and six months ended April 30, 2025 was $1,306 million and $2,604 million, respectively, an increase of 7 percent and 5 percent, respectively, compared to the same periods last year. For the three and six months ended April 30, 2025, foreign currency movements had an unfavorable impact of 1 percentage point and acquisitions had an immaterial impact on the year-over-year revenue change. For the three and six months ended April 30, 2025, revenue increased in both the Communications Solutions Group (“CSG”) and the Electronic Industrial Solutions Group (“EISG”). Revenue from CSG and EISG represented 70 percent and 30 percent, respectively, of total revenue for the three months ended April 30, 2025. Revenue from CSG and EISG represented 69 percent and 31 percent, respectively, of total revenue for the six months ended April 30, 2025.

Previous wording

Net income for the three months ended January 31, 2025 was $169 million, compared to $172 million for the same period last year. The decrease in net income for the three months ended January 31, 2025 was primarily driven by losses on derivative instruments, unfavorable mix, and higher R&D expense, partially offset by higher revenue, lower provision for income taxes andnet gains on our equity investments.

Current wording

Net income for the three and six months ended April 30, 2025 was $257 million and $426 million, respectively, compared to $126 million and $298 million, respectively, for the same periods last year. The increase in net income for the three months ended April 30, 2025 was primarily driven by gains on derivative instruments and higher revenue, partially offset by higher provision for income taxes, unfavorable mix, higher R&D expense and net losses on our equity investments. The increase in net income for the six months ended April 30, 2025 was primarily driven by higher revenue, gains on derivative instruments, lower provision for income taxes and net gains on our equity investments, partially offset by unfavorable mix and higher R&D expense.

Previous wording

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

Current wording

Our first-to-market solutions strategy enables customers to develop new technologies and accelerate innovation and provides a platform for Keysight's long-term growth. Our customers are expected to continue to make R&D investments in certain next-generation technologies and applications, including evolution of 5G, early 6G, high-speed data center networks and infrastructure, satellite networks, Artificial Intelligence (“AI”), industrial internet of things (“IoT”), defense modernization, and next generation electric vehicles (“EV”) and autonomous vehicles (“AV”). We continue to engage actively with our customers and closely monitor the current 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.

Previous wording

There were no material changes during the three months ended January 31, 2025 to the critical accounting estimates described in “Management's Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended October 31, 2024.

Current wording

There were no material changes during the three and six months ended April 30, 2025 to the critical accounting estimates described in “Management's Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended October 31, 2024.

Previous wording

Results from Operations - Three months ended January 31, 2025 and 2024

Current wording

Results from Operations - Three and six months ended April 30, 2025 and 2024

Previous wording

The following table provides the percent change in revenue for the three months ended January 31, 2025 by geographic region and the impact of foreign currency movements as compared to the same period last year.

Current wording

The following table provides the percent change in revenue for the three and six months ended April 30, 2025 by geographic region and the impact of foreign currency movements as compared to the same period last year.

Previous wording

Gross margin for the three months ended January 31, 2025 decreased 1 percentage point compared to the same period last year, primarily driven by unfavorable mix, partially offset by lower restructuring costs.

Current wording

Gross margin for the three months ended April 30, 2025 was flat compared to the same period last year, primarily driven by unfavorable mix, higher material costs, and impact of tariffs offset by favorable pricing and higher revenue volume. Gross margin for the six months ended April 30, 2025 decreased 1 percentage point compared to the same period last year, primarily driven by unfavorable mix and impact of tariffs, partially offset by favorable pricing, lower restructuring costs and higher revenue volume.

Previous wording

R&D expense for the three months ended January 31, 2025 increased 10 percent compared to the same period last year, primarily driven by continued investments in key growth opportunities in our end markets and leading-edge technologies and incremental costs from acquired businesses.

Current wording

R&D expense for the three and six months ended April 30, 2025 increased 10 percent and 8 percent, respectively, compared to the same periods last year, primarily driven by continued investments in key growth opportunities in our end markets and leading-edge technologies and incremental costs from acquired businesses.

Previous wording

Selling, general and administrative expense for the three months ended January 31, 2025 was flat compared to the same period last year as lower amortization of acquisition-related balances and lower people-related costs resulting from the flexibility of our operating model and cost efficiency actions were offset by higher acquisition and integration costs and incremental costs from acquired businesses.

Current wording

Selling, general and administrative expense for the three and six months ended April 30, 2025 was flat compared to the same periods last year as lower infrastructure costs and amortization of acquisition-related balances were offset by higher acquisition and integration costs and travel costs.

Previous wording

Operating margin for the three months ended January 31, 2025 decreased 1 percentage point compared to the same period last year, primarily driven by gross margin declines, partially offset by a decrease in operating expenses as a percentage of revenue.

Current wording

Operating margin for the three months ended April 30, 2025 increased 1 percentage point compared to the same period last year, primarily driven by a decrease in operating expenses as a percentage of revenue. Operating margin for the six months ended April 30, 2025 was flat compared to the same period last year, primarily driven by a decrease in operating expenses as a percentage of revenue, partially offset by decline in gross margin.

Previous wording

Interest income for the three months ended January 31, 2025 was $19 million compared to $23 million for the same period last year and primarily relates to interest earned on our cash balances. Interest expense for both the three months ended January 31, 2025 and 2024 was $20 million and primarily relates to interest on our senior notes.

Current wording

Interest income for the three and six months ended April 30, 2025 was $21 million and $40 million, respectively, compared to $18 million and $41 million, respectively, for the same periods last year and primarily relates to interest earned on our cash balances. Interest expense for three and six months ended April 30, 2025 and 2024 was $20 million and $40 million, respectively, and primarily relates to interest on our senior notes.

Previous wording

Other income (expense), net for the three months ended January 31, 2025 was expense of $18 million compared to income of $5 million for the same period last year and primarily includes income related to our defined benefit and post-retirement benefit plans, gains (losses) due to currency and derivative instruments, the change in fair value of our equity and other investments, and income attributable to non-controlling interests. The decrease in other income (expense), net for the three months ended January 31, 2025 is primarily driven by losses on derivative instruments (see Note 9, “Derivatives,” for additional information), partially offset by net gains on our equity investments.

Current wording

Other income (expense), net for the three and six months ended April 30, 2025 was income of $112 million and $94 million, respectively, compared to zero and income of $5 million, respectively, for the same periods last year and primarily includes gains (losses) due to currency and derivative instruments, the change in fair value of our equity and other investments, income related to our defined benefit and post-retirement benefit plans, and income attributable to non-controlling interests. The increase in other income (expense), net for the three months ended April 30, 2025 is primarily driven by gains on derivative instruments (see Note 9, “Derivatives,” for additional information) and lower amortization of actuarial losses, partially offset by net losses on our equity investments. The increase in other income (expense), net for the six months ended April 30, 2025 is primarily driven by gains on derivative instruments (see Note 9, “Derivatives,” for additional information), net gains on our equity investments and lower amortization of actuarial losses.

Previous wording

As of January 31, 2025, our headcount was approximately 15,400 compared to approximately 15,500 at January 31, 2024.

Current wording

As of April 30, 2025 and April 30, 2024 our headcount was approximately 15,400.

Previous wording

The effective tax rate for the three months ended January 31, 2025 was lower than the statutory federal income tax rate primarily due to a lower effective tax rate on foreign earnings, partially offset by U.S. taxes on foreign earnings and the impact of Pillar Two minimum taxes.

Current wording

The effective tax rate for the three and six months ended April 30, 2025 was lower than the U.S. statutory federal income tax rate primarily due to a lower effective tax rate on foreign earnings, partially offset by U.S. taxes on those earnings and the impact of Pillar Two minimum taxes.

Previous wording

The Organization for Economic Cooperation and Development (“OECD”) reached agreement among certain member countries to implement a minimum 15 percent tax rate on certain multinational enterprises, commonly referred to as Pillar Two. Assorted countries have enacted legislation to adopt Pillar Two model rules. A subset of rules are effective for Keysight in the current year, with the remaining rules effective as of November 1, 2025. While Keysight expects to qualify for transitional safe harbor relief in most jurisdictions in which Pillar Two rules are in effect, there are a limited number of jurisdictions where Keysight expects Pillar Two minimum taxes to potentially apply. The income tax provision for the three months ended January 31, 2025 includes the effects of Pillar Two minimum taxes based on currently enacted legislation and administrative guidance. Keysight continues to closely monitor Pillar Two developments, including the release of additional administrative guidance and the U.S. response to Pillar Two minimum taxes.

Current wording

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. Various countries have passed legislation to comply with the Pillar Two model rules. A subset of these rules became effective for Keysight in the current fiscal year. 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. The income tax provision for the three and six months ended April 30, 2025 included the effects of Pillar Two taxes based on currently enacted legislation and administrative guidance. We continue to closely monitor Pillar Two developments, including the release of additional administrative guidance and the U.S. response to Pillar Two.

Previous wording

The tax expense for the three months ended January 31, 2025 was lower compared to the same period last year, primarily due to decreases in Global Intangible Low Taxed Income (“GILTI”) tax and income before taxes.

Current wording

The tax expense for the three and six months ended April 30, 2025 was lower compared to the same periods last year primarily due to a decrease in Global Intangible Low Taxed Income (“GILTI”) tax and a lower effective tax rate on foreign earnings.

Previous wording

On June 14, 2019, the U.S. Department of the Treasury (“Treasury”) issued final regulations relating to GILTI under IRC § 951A (the “tax regulations”). The tax regulations contained language that disallowed GILTI tax deductions for intangible asset amortization resulting from the Singapore restructuring completed in 2018. In the third quarter of 2024, we concluded that Treasury exceeded its regulatory authority, and the intangible asset amortization should be deductible. We amended our U.S. federal income tax returns for the open tax years to claim the deduction and filed a lawsuit seeking a tax refund. See Note 13, “Commitments and Contingencies,” for additional information. The GILTI tax benefit resulting from the current year intangible amortization is considered in the tax expense for the three months ended January 31, 2025, but not in the comparable period. The Singapore intangible assets will continue to be amortized for GILTI tax purposes until 2033. If we are ultimately unsuccessful in defending our refund claim, we will be required to reverse the benefit previously recorded, which would most likely result in a material increase in the effective tax rate and income tax liability.

Current wording

On June 14, 2019, the U.S. Department of the Treasury (“Treasury”) issued final regulations relating to GILTI under IRC § 951A (the “tax regulations”). The tax regulations contained language that disallowed GILTI tax deductions for intangible asset amortization resulting from the Singapore restructuring completed in 2018. In the third quarter of 2024, we concluded that Treasury exceeded its regulatory authority and the intangible asset amortization should be deductible. We amended our U.S. federal income tax returns for the open tax years to claim the deduction and filed a lawsuit seeking a tax refund. See Note 13, “Commitments and Contingencies,” for additional information. The GILTI tax benefit resulting from the current year intangible amortization was considered in the tax expense for the three and six months ended April 30, 2025, but not in the comparable period. The Singapore intangible assets will continue to be amortized for GILTI tax purposes until 2033. If we are ultimately unsuccessful in defending our refund claim, we will be required to reverse the benefit previously recorded, which would most likely result in a material increase in the effective tax rate and our income tax liability.

Previous wording

The income tax expense for the three months ended January 31, 2025 included a net discrete benefit of $1 million. The income tax expense for the three months ended January 31, 2024 included a net discrete expense of $2 million.

Current wording

The income tax expense for the three and six months ended April 30, 2025 included a net discrete expense of $11 million and $10 million, respectively. The income tax expense for the three and six months ended April 30, 2024 included a net discrete benefit of $1 million and a net discrete expense of $1 million, respectively. The discrete tax expense for the three and six months ended April 30, 2025 was higher compared to the same periods last year primarily due to the impact of tax rate changes in non-U.S. jurisdictions.

Previous wording

Keysight benefits from tax incentives in several jurisdictions, most significantly in Singapore and Malaysia. The tax incentives provide lower rates of taxation on certain classes of income and require thresholds of investments and employment in those jurisdictions. The Malaysia tax incentive expires October 31, 2025. The Singapore tax incentive expires July 31, 2029. The impact of the tax incentives decreased income taxes by $12 million for the three months ended January 31, 2025.

Current wording

Keysight benefits from tax incentives in several jurisdictions, most significantly in Singapore and Malaysia. The tax incentives provide lower rates of taxation on certain classes of income and require thresholds of investments and employment in those jurisdictions. The Malaysia tax incentive expires October 31, 2025. The Singapore tax incentive expires July 31, 2029. The impact of the tax incentives decreased income taxes by $33 million for the six months ended April 30, 2025.

Previous wording

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

Current wording

The open tax years for the U.S. federal income tax return and most state income tax returns are from November 1, 2019 through the current tax year. Keysight’s U.S. federal income tax returns for 2021 and 2022 are currently under audit by the Internal Revenue Service (“IRS”). For the majority of our non-U.S. entities, the open tax years are from November 1, 2019 through the current tax year.

Previous wording

At this time, management does not believe that the outcome of any future or currently ongoing examination will have a material impact on our consolidated financial statements. We believe that we have an adequate provision for any adjustments that may result from tax examinations. However, the outcome of tax examinations cannot be predicted with certainty. Given the numerous tax years and matters that remain subject to examination in various tax jurisdictions, the ultimate resolution of current and future tax examinations could be inconsistent with management’s current expectations. If that were to occur, it could have an impact on our effective tax rate in the period in which such examinations are resolved.

Current wording

At this time, management does not believe that the outcome of any future or currently ongoing examination will have a material impact on our consolidated financial statements. We believe that we have adequate provisions for any adjustments that may result from tax examinations. However, the outcome of tax examinations cannot be predicted with certainty. Given the numerous tax years and matters that remain subject to examination in various tax jurisdictions, the ultimate resolution of current and future tax examinations could be inconsistent with management’s current expectations. If that were to occur, it could have an impact on our effective tax rate in the period in which such examinations are resolved.

Previous wording

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

Current wording

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

Previous wording

CSG revenue for the three months ended January 31, 2025 increased 5 percent compared to the same period last year. Foreign currency movements had an unfavorable impact of 1 percentage point, and acquisitions had a favorable impact of 1 percentage point, on the year-over-year revenue change. Revenue grew across all regions and in both the commercial communications and the aerospace, defense, and government end markets. The increase was primarily driven by higher investments in high-speed networks to support increasing demand for AI capabilities coupled with higher investment in aerospace and defense solutions. 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/Ethernet, development of new communications technologies (e.g., 6G, Open Radio Access Networks, commercial non-terrestrial networks, quantum), high-speed networking and major defense and government programs worldwide.

Current wording

CSG revenue for the three and six months ended April 30, 2025 increased 9 percent and 7 percent, respectively, compared to the same periods last year. Foreign currency movements had an unfavorable impact of 1 percentage point on the year-over-year revenue change for the three and six months ended April 30, 2025. Acquisitions had an immaterial and favorable impact of 1 percentage point, respectively, on the year-over-year revenue change for the three and six months ended April 30, 2025. Revenue grew across all regions and in both the commercial communications and the aerospace, defense, and government end markets for the three and six months ended April 30, 2025. The increase was primarily driven by higher investments in high-speed networks to support increasing demand for AI capabilities and higher investment in aerospace and defense solutions. 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 Ethernet, development of new communications technologies (e.g., 6G, Open Radio Access Networks, commercial non-terrestrial networks, quantum), high-speed networking and major defense and government programs worldwide.

Previous wording

Our commercial communications end market revenue for the three months ended January 31, 2025 increased 5 percent year-over-year and represented 65 percent of total CSG revenue. Revenue grew across all regions. The year-over-year increase in revenue was primarily driven by R&D investments in terabit solutions and expanding 400G/800G transceiver manufacturing capacity to meet rising demand for AI capabilities. We continued to see investments in high-speed networks due to increasing need for AI capabilities in the data center infrastructure ecosystem, which is driving demand for our 400G/800G/Ethernet solutions, both in R&D and manufacturing.

Current wording

Our commercial communications end market revenue for the three and six months ended April 30, 2025 increased 9 percent and 7 percent, respectively, year-over-year and represented 67 percent and 66 percent, respectively, of total CSG revenue. For the three months ended April 30, 2025, revenue increased in Asia Pacific and the Americas, and was flat in Europe. For the six months ended April 30, 2025, revenue grew across all regions. The year-over-year increase in revenue for the three and six months ended April 30, 2025 was primarily driven by R&D investments in terabit solutions and expanding 400G/800G transceiver manufacturing capacity to meet rising demand for AI capabilities. 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, both in R&D and manufacturing.

Previous wording

Our aerospace, defense, and government end market revenue for the three months ended January 31, 2025 increased 5 percent year-over-year and represented 35 percent of total CSG revenue. Revenue growth in the Americas and Asia Pacific was partially offset by a decline in Europe. The year-over-year increase in revenue was primarily driven by strong growth in space and satellite solutions coupled with continued investments in radar and spectrum operations. We continue to see investments in radar and spectrum operations, space and satellite solutions and signal monitoring.

Current wording

Our aerospace, defense, and government end market revenue for the three and six months ended April 30, 2025 increased 9 percent and 7 percent, respectively, year-over-year and represented 33 percent and 34 percent, respectively, of total CSG revenue. For the three months ended April 30, 2025, revenue growth in Asia Pacific and Europe was partially offset by a decline in the Americas. For the six months ended April 30, 2025, revenue grew across all regions. The year-over-year increase in revenue was primarily driven by strong growth in space and satellite solutions and continued investments in radar and spectrum operations.

Previous wording

Gross margin for the three months ended January 31, 2025 was flat compared to same period last year as unfavorable mix was offset by higher revenue volume.

Current wording

Gross margin for the three months ended April 30, 2025 decreased 1 percentage point compared to the same period last year as unfavorable mix, higher material costs, and impact of tariffs was partially offset by favorable pricing and higher revenue volume. Gross margin for the six months ended April 30, 2025 decreased 1 percentage point compared to same period last year as unfavorable mix and higher material costs was partially offset byfavorable pricing andhigher revenue volume.

Previous wording

R&D expense for the three months ended January 31, 2025 increased 7 percent compared to the same period last year, primarily driven by continued investments in key growth opportunities in our end markets and leading-edge technologies and incremental costs from acquired businesses.

Current wording

R&D expense for the three and six months ended April 30, 2025 increased 13 percent and 12 percent, respectively, compared to the same periods last year, primarily driven by continued investments in key growth opportunities in our end markets and leading-edge technologies and incremental costs from acquired businesses.

Previous wording

Other operating expense (income), net for the three months ended January 31, 2025 was income of $8 million compared to income of $2 million for the same period last year.

Current wording

Other operating expense (income), net for the three months ended April 30, 2025 and 2024 was income of $2 million and $3 million, respectively. Other operating expense (income), net for the six months ended April 30, 2025 and 2024 was income of $8 million and $5 million, respectively.

Previous wording

Operating margin for the three months ended January 31, 2025 decreased 3 percentage points compared to the same period last year, primarily driven by gross margin declines, partially offset by lower operating expenses as a percentage of revenue.

Current wording

Operating margin for the three and six months ended April 30, 2025 decreased 1 percentage point and was flat, respectively, compared to the same periods last year, primarily due to decline in gross margin, partially offset by lower operating expenses as a percentage of revenue.

Previous wording

EISG revenue for the three months ended January 31, 2025 decreased 1 percent compared to the same period last year. Foreign currency movements had an unfavorable impact of 1 percentage point, and acquisitions had an immaterial impact, on the year-over-year revenue change. Revenue declined in Asia Pacific, partially offset by growth in the Americas, and Europe was flat. The revenue decline reflects mixed demand across the electronic industrial markets with declines in automotive and energy, partially offset by increases in semiconductor measurements. Despite delays in near-term spending, driven by macroeconomic challenges, including inflationary pressures and trade restrictions, customer engagement remains high as they continued to progress in key long-term strategic initiatives, such as R&D for software-defined vehicles and autonomous driving, industrial IoT, digital health, fab capacity, and AI-driven demand for advanced semiconductor technologies.

Current wording

EISG revenue for the three and six months ended April 30, 2025 increased 5 percent and 1 percent, respectively, compared to the same periods last year. Foreign currency movements had an unfavorable impact of 1 percentage point and acquisitions had an immaterial impact, on the year-over-year revenue change for the three and six months ended April 30, 2025. For the three and six months ended April 30, 2025, revenue increased in the Americas and Asia Pacific, partially offset by a decline in Europe. The revenue increase 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. Despite delays in near-term spending, driven by macroeconomic uncertainties, customer engagement remained high as they continued to progress in key long-term strategic initiatives, such as R&D for software-defined vehicles and autonomous driving, industrial IoT, digital health, fab capacity, and AI-driven demand for advanced semiconductor technologies.

Previous wording

R&D expense for the three months ended January 31, 2025 increased 1 percent compared to the same period last year, primarily driven by continued investments in key growth opportunities in our end markets and leading-edge technologies.

Current wording

R&D expense for the three and six months ended April 30, 2025 increased 1 percent compared to the same periods last year, primarily driven by continued investments in key growth opportunities in our end markets and leading-edge technologies.

Previous wording

Selling, general and administrative expense for the three months ended January 31, 2025 decreased 4 percent compared to the same period last year, primarily driven by lower infrastructure costs resulting from the flexibility of our operating model and cost efficiency measures.

Current wording

Selling, general and administrative expense for the three and six months ended April 30, 2025 decreased 6 percent and 5 percent, respectively, compared to the same periods last year, primarily driven by lower infrastructure costs.

Previous wording

Operating margin for the three months ended January 31, 2025 was flat compared to the same period last year as lower operating expenses as a percentage of revenue were offset by a slight decrease in gross margin.

Current wording

Operating margin for the three months ended April 30, 2025 increased 4 percentage points compared to the same period last year, primarily driven by lower operating expenses as a percentage of revenue and gross margin gains. Operating margin for the six months ended April 30, 2025 was flat compared to the same period last year, as lower operating expenses as a percentage of revenue were offset by gross margin declines.

Previous wording

Net cash provided by operating activities increased $50 million during the three months ended January 31, 2025 compared to the same period last year.

Current wording

Net cash provided by operating activities increased $424 million during the six months ended April 30, 2025 compared to the same period last year.

Previous wording

•Net income for the three months ended January 31, 2025 decreased $3 million compared to the same period last year. Non-cash adjustments to net income were $35 million lower, primarily due to a $33 million increase in unrealized gains on equity and other investments and a $16 million increase in deferred tax benefit, partially offset by a $14 million increase in share-based compensation expense.

Current wording

•Net income for the six months ended April 30, 2025 increased $128 million compared to the same period last year. Non-cash adjustments to net income were $31 million lower, primarily due to a $31 million increase in deferred tax benefit, a $17 million increase in unrealized gains on equity and other investments, and a $6 million decrease in amortization, partially offset by a $16 million increase in share-based compensation expense, $4 million increase in excess and obsolete inventory-related charges, and $3 million increase in other non-cash expenses.

Previous wording

•The aggregate change in accounts receivable, inventory and accounts payable provided net cash of $11 million during the first three months of fiscal 2025 compared to net cash provided of $83 million in the same period last year. 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.

Current wording

•The aggregate change in accounts receivable, inventory and accounts payable provided net cash of $112 million during the first six months of fiscal 2025 compared to net cash provided of $60 million in the same period last year. 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.

Previous wording

•Movements in other assets and liabilities provided net cash of $107 million during the first three months of fiscal 2025 compared to net cash used of $53 million in the same period last year, primarily driven by changes in derivative assets and liabilities (see Note 9, “Derivatives,” for additional information), lower variable compensation and other payroll-related payments and an increase in deferred revenue, partially offset by lower income and other tax accruals, net of payments.

Current wording

•Movements in other assets and liabilities provided net cash of $131 million during the first six months of fiscal 2025 compared to net cash used of $144 million in the same period last year, primarily driven by lower income and other tax payments, net of accruals, changes in derivative assets and liabilities (see Note 9, “Derivatives,” for additional information), an increase in deferred revenue, higher payroll-related accruals, net of payments, and changes in other assets and liabilities.

Previous wording

Net cash used in investing activities decreased $478 million during the three months ended January 31, 2025 compared to the same period last year, primarily driven by $477 million, net of cash acquired, used in the prior year for the acquisition of the controlling block of ESI Group SA (“ESI Group”) shares, $15 million decrease in cash used for purchases of property, plant and equipment, partially offset by $14 million decline in cash proceeds from other net investing activities.

Current wording

Net cash used in investing activities decreased $565 million during the six months ended April 30, 2025 compared to the same period last year, primarily driven by $556 million, net of cash acquired, used in the prior year for payments towards acquisitions, including $477 million paid for acquisition of the controlling block of ESI Group SA (“ESI Group”) shares and $24 million decrease in cash used for purchases of property, plant and equipment, partially offset by a $15 million increase in cash used in other net investing activities.

Previous wording

Net cash used in financing activities decreased $474 million during the three months ended January 31, 2025 compared to the same period last year, primarily driven by $458 million used in the prior year for the acquisition of the non-controlling interest in ESI Group and $18 million lower treasury stock repurchases.

Current wording

Net cash provided by financing activities increased $1,136 million during the six months ended April 30, 2025 compared to the same period last year, primarily driven by $748 million of proceeds from the issuance of the 2030 Senior Notes, $458 million used in the prior year for the acquisition of the non-controlling interest in ESI Group, and $24 million used in the prior year for repayment of debt assumed as part of the ESI Group acquisition, partially offset by $89 million higher treasury stock repurchases and a $5 million increase in cash used in other net financing activities.

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Rearranged previous paragraphs (2)

Previous report — wording carried elsewhere

Three months ended January 31, 2025 and 2024

Previous report — wording carried elsewhere

Gross margin for the three months ended January 31, 2025 decreased 4 percentage points compared to the same period last year, primarily driven byunfavorable mix.