Keysight Technologies, Inc. (KEYS) Risk Factors

Recent key developments

Concrete developments — dated events, named agreements and instruments, legal proceedings — that Keysight Technologies, Inc. surfaced in its latest filing.

• In February 2026, the U.S. Supreme Court ruled that tariffs imposed under the International Emergency Economic Powers Act (IEEPA) were unauthorized.February 2026
• Subsequent rulings by the U.S. Court of International Trade directed U.S. Customs and Border Protection to implement processes for refunds of certain tariffs previously collected.
• In the second quarter of fiscal 2025, new U.S. tariffs were announced on imports from all countries, including significantly higher rates on China, prompting China and other countries to impose or threaten retaliatory measures.Second quarter of fiscal 2025
• The Russian invasion of Ukraine led to economic sanctions and the company's decision to discontinue operations in Russia.
• The company has a Revolving Credit Facility that imposes restrictions on liens and indebtedness and requires compliance with specified financial ratios.
• On January 23, 2025, the company filed a lawsuit against the U.S. in the Court of Federal Claims seeking a $107 million tax refund related to disallowed GILTI tax deductions.January 23, 2025
• Treasury final regulations disallowed GILTI tax deductions for intangible asset amortization from a Singapore restructuring; the company amended its returns to claim the deduction.
• Singapore intangible assets are being amortized for GILTI tax purposes until 2033.
• The company's tax incentive in Singapore expires on July 31, 2029.July 31, 2029
• The company's tax incentive in Malaysia expired on October 31, 2025.October 31, 2025
• The company committed to developing approved science-based targets in line with limiting global warming to 1.5°C in September 2021 and developed Scope 3 reduction targets approved by SBTi on October 27, 2023.October 27, 2023
• The company has outstanding litigation with Centripetal, as disclosed in Part I, Item 1, Note 13 and Part II, Item 1 of the Form 10-Q.
• On December 17, 2021, Keysight and HP signed a restrictive covenant for the Santa Rosa facility prohibiting certain uses and terminating HP’s remediation obligation.December 17, 2021
• HP’s remediation obligations for the Colorado Springs facility are ongoing.
• The company has not opted out of Section 203 of the DGCL, which imposes a three-year moratorium on business combinations with interested stockholders unless certain conditions are met.
• The board of directors is divided into three classes with staggered three-year terms; a stockholder vote amended this provision, but declassification will be phased through 2029.
• The amended and restated certificate of incorporation designates Delaware state courts as the exclusive forum for certain shareholder actions.