Keysight Technologies (KEYS) 10-K risk factor changes: FY2018 vs FY2017

[removed: Depressed and uncertain] [added: Uncertainty in] general economic conditions may adversely affect our operating results and financial condition.

[removed: The continued] [added: Global and regional] economic [removed: downturn] [added: uncertainty or depression] may [removed: adversely] impact our business, resulting in:

| • | reduced demand for our [removed: products,] [added: solutions,] delays in the shipment of orders or increases in order cancellations; |

| • | increased price pressure for our [removed: products] [added: solutions] and services; and |

Financial difficulties experienced by our suppliers and customers, including distributors, [added: due to economic volatility or negative changes] could result in product delays and inventory issues.

[removed: Risks] [added: Economic risks related] to accounts receivable could result in delays in collection and greater bad debt expense.

Our operating results and financial condition could be harmed if the markets into which we sell our [removed: products] [added: solutions] decline or do not grow as anticipated.

Any decline in our customers' markets would likely result in a reduction in demand for our [removed: products] [added: solutions] and services.

[removed: If we do not] [added: Failure to] introduce successful new [removed: products] [added: solutions] and services in a timely manner to address increased competition, rapid technological [removed: changes] [added: changes,] and changing industry [removed: standards,] [added: standards could result in] our [removed: products] [added: solutions] and services [removed: will become obsolete, and our operating results will suffer.][added: becoming obsolete.]

We generally sell our [removed: products] [added: solutions] in industries that are characterized by increased competition through frequent new [removed: product] [added: solution] and service introductions, rapid technological changes and changing industry standards.

Without the timely introduction of new [removed: products,] [added: solutions,] services and enhancements, our [removed: products] [added: solutions] and services will become technologically obsolete over time, in which case our revenue and operating results would suffer.

[removed: The success of] [added: Our ability to offer] new [removed: products] [added: solutions] and services [removed: will] [added: and to deploy them in a timely manner] depend on several factors, including but not limited to our ability to:

| • | manufacture and deliver our [removed: products] [added: solutions] in sufficient volumes and on time; |

| • | price our [removed: products] [added: solutions] competitively; |

| • | anticipate our competitors' development of new [removed: products,] [added: solutions,] services or technological innovations; and [removed: control product quality in our manufacturing process.] |

Dependence on contract manufacturing and outsourcing other portions of our supply chain may adversely affect our ability to bring [removed: products] [added: solutions] to market and damage our reputation.

If our contract manufacturers or other outsourcers fail to perform their obligations in a timely manner or at satisfactory quality levels, our ability to bring [removed: products] [added: solutions] to market and our reputation could suffer.

The sale of our [removed: products] [added: solutions] and services are dependent, to a large degree, on customers whose industries are subject to seasonal or cyclical trends in the demand for their products.

Should a supplier cease manufacturing such a component, we would be forced to [removed: reengineer] [added: re-engineer] our [removed: product.][added: solution.]

If demand for our [removed: products] [added: solutions] is less than we expect, we may experience additional excess and obsolete inventories and be forced to incur additional charges.

Our operating results may suffer if our manufacturing capacity does not match the demand for our [removed: products.][added: solutions.]

[removed: If, during] [added: During] a general market upturn or an upturn in our business, we cannot increase our manufacturing capacity to meet product demand, we will not be able to fulfill orders in a timely manner, which could lead to order cancellations, contract breaches or indemnification obligations.

In addition, if, as a result of increased leverage, customer pressures require us to reduce our pricing such that our gross margins are diminished, we could decide not to sell our [removed: products] [added: solutions] under such less favorable terms, which would decrease our revenue.

Consolidation among our customer base may also lead to reduced demand for our [removed: products,] [added: solutions,] replacement of our products by the combined entity with those of our competitors and cancellations of orders, each of which could harm our operating results.

Economic, [removed: political] [added: political,] and other risks associated with international sales and operations could adversely affect our results of operations.

Because we sell our [removed: products] [added: solutions] worldwide, our business is subject to risks associated with doing business internationally.

| • | changes in a specific country's or region's political, economic or other [removed: conditions;] [added: conditions, including but not limited to changes that favor national interests and economic volatility;] |

| • | difficulty in staffing and managing [removed: widespread] [added: foreign] operations; |

| • | unexpected changes in regulatory requirements; [removed: and] |

| • | volatile [removed: political environments or] geopolitical turmoil, including [added: popular uprisings,] regional conflicts, terrorism, and war. |

[removed: Additionally,] [added: Because] we [added: have extensive international operations, we] must comply with complex foreign and U.S. laws and regulations, such as the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and other local laws prohibiting corrupt payments to governmental officials, and anti-competition regulations.

Violations of these laws and regulations could result in fines and penalties, criminal sanctions, restrictions on our business conduct and on our ability to offer our [removed: products] [added: solutions] in one or more countries, and could also materially affect our brand, ability to attract and retain employees, international operations, business and operating results.

[removed: In addition, although a] [added: A] substantial amount of our [removed: products] [added: solutions] are priced and paid for in U.S. Dollars, [added: although] many of our [removed: products] [added: solutions] are priced in local currencies and a significant amount of certain types of expenses, such as payroll, utilities, tax and marketing expenses, are paid in local currencies.

Our future success depends partly on the continued service of our key research, engineering, sales, marketing, manufacturing, executive and administrative [removed: personnel.][added: personnel, including personnel joining our company through acquisitions.]

If we fail to retain and hire a sufficient number of these personnel, we may not be able to [added: meet key objectives, such as launching effective product innovations and meeting financial goals, and] maintain or expand our business.

We believe our pay levels are competitive within the regions that we [added: operate.]

| • | the compatibility of our infrastructure, [added: operations,] policies and organizations with those of the acquired [removed: company.] [added: company;] |

We are devoting significant resources and time to comply with [removed: the] [added: such] internal control over financial reporting [removed: requirements of the Sarbanes-Oxley Act of 2002.][added: requirements.]

Inferior internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our stock [removed: and] [added: or on] our access to [removed: capital.][added: capital, or cause us to be subject to investigation or sanctions by the SEC.]

In addition, the indenture governing our senior notes contains covenants that may adversely affect our ability to incur certain liens or engage in certain types [added: of sale and leaseback transactions.]

| • | control product quality in our manufacturing process. |

Our future operating results may fluctuate significantly if our investments in innovative technologies are not as profitable as we anticipate.

On a regular basis, we review the existing technologies available in the market and identify strategic new technologies to develop and invest in.

We are currently devoting significant resources to the 5G technology, in the automotive and battery industries, in the Internet of Things, and mobile industries.

We are investing in R&D, developing relationships with customers and suppliers, and re-directing our corporate and operational resources to grow within these innovative technologies.

Our income could be harmed if we fail to gain sufficient market share, if demand for our solutions is lower than we expect, or if our income related to the innovative technologies is lower than we anticipate.

For example, when the 5G standards are published, we may not be able to produce a satisfactory return on investment if our strategic vision and the resources that we are spending on developing our presence in the 5G technology industry turn out to be misaligned with such standards.

Economic and political policies favoring national interests could adversely affect our results of operations.

Our overall performance depends largely upon domestic and international economic and political conditions.

Many of our suppliers, vendors, partners, and other entities with whom we do business have strong ties to doing business in China and their ability to supply materials to us or otherwise work with us is strongly affected by their ability to do business in China.

If the U.S.’s relationship with China deteriorates or results in trade protection measures, retaliatory actions, tariffs and increased barriers,

policies that favor domestic industries, or increased import or export licensing requirements or restrictions, then our operations may be adversely affected due to such changes in the economic and political ecosystem in which our suppliers, vendors, partners, and other entities with whom we do business operate.

We have significant operations, including a large number of employees, manufacturing facilities, and operations centers in the United States, the United Kingdom, the European Union, Singapore, Malaysia and China among other countries.

Nationalistic economic policies and political trends in these territories, such as opposition to globalization and free trade, sanctions or trade restrictions, withdrawal from or re-negotiation of global trade agreements, tax policies that favor domestic industries and interests, the anticipated exit of the United Kingdom from the European Union (known as Brexit), the distancing or potential exit of other countries from the European Union, and other similar actions may result in increased transaction costs, reduced ability to hire employees, reduced access to supplies and materials, reduced demand or access to customers in international markets, and inability to conduct our operations as they have been conducted historically.

Each of these factors may adversely affect our business.

| • | difficulty in protecting intellectual property; |

| • | local competition; |

| • | inadequate local infrastructure; |

| • | potential incidences of corruption and fraudulent business practices; and |

Further, even if we are able to successfully manage the risks of international operations, our business may be adversely affected if our business partners are not able to successfully manage similar risks.

In addition, global and regional macroeconomic developments, such as increased unemployment, decreased income, reduced access to credit, volatility in capital markets, decreased liquidity, uncertain or destabilizing national election results in the U.S., Europe, and Asia, and negative changes or volatility in general economic conditions in the U.S., Europe, and Asia could negatively affect our ability to conduct business in those territories.

| • | the achievement of anticipated cost savings, synergies, business opportunities and growth prospects from combining the acquired company; |

| • | the management of relationships with our strategic partners, suppliers, and customer base. |

Additionally, we may record significant goodwill and other assets as a result of acquisitions or investments, and we may be required to incur impairment charges, which could adversely affect our consolidated financial position and results of operations.

If currency exchange rates fluctuate substantially in the future, our financial results could be adversely affected.

could result in lost revenues to the company.

Our network security measures include, but are not limited to, the implementation of firewalls, antivirus protection, patches, log monitors, routine backups, offsite storage, network audits, and routine updates and modifications.

Despite our efforts to create these security barriers, we may not be able to keep pace as new threats emerge and it is virtually impossible for us to entirely eliminate this risk.

To the extent that such disruptions occur, our customers and partners may lose confidence in our solutions and we may lose business or brand reputation, resulting in a material and adverse effect on our business operating results and financial condition.

We are subject to federal, state, and local taxes in the United States and numerous foreign jurisdictions.

We devote significant resources to evaluating our tax positions and our worldwide provision for taxes.

Our financial results and tax treatment are susceptible to changes in tax, accounting, and other laws, regulations, principles, and interpretations in the United States and in other jurisdictions where we do business.

With the rise of economic and political policies that favor domestic interests, it is possible that more countries will enact tax laws that either increase the tax rates, or reduce or change the tax incentives available to multinational companies like ours.

Upon a change in tax laws in any territory where we do significant business, such as the U.S., the European Union, or Singapore, we may not be able to maintain our current tax rate or qualify for or maintain the benefits of any tax incentives offered, to the extent such incentives are offered.

The Singapore tax incentives require that specific conditions be satisfied, which

If we fail to maintain satisfactory compliance with certain regulations, we may be subject to substantial negative financial consequences and civil or criminal penalties.

In response to changes in data privacy regulations, such as the General Data Protection Regulation (“GDPR”) in the European Union, which became effective on May 25, 2018, we are modifying our data handling practices and devoting resources to keeping up with the changing regulatory environment on data privacy in the jurisdictions where we do business.

New laws, amendments, or interpretations of regulations, industry standards, and contractual obligations relating to privacy or data may require us to incur additional costs and restrict our business operations.

If we fail to comply with GDPR or other data privacy regulation, we may be subject to significant financial fines and civil or criminal penalties, and may suffer high damage to our reputation or brand, which could adversely affect our business and financial results.

Failure to comply with anti-corruption laws could adversely affect our business and result in financial penalties.

In addition, macroeconomic developments, such as the recent downturn in Europe, the economic slowdown in Asia and the results of the recent U.S. and other national elections, economic uncertainties caused by the result of the United Kingdom's referendum advising for its exit from the European Union could negatively affect our ability to conduct business in those geographies.

| • | trade protection measures, sanctions, and import or export licensing requirements or restrictions; |

| • | differing protection of intellectual property; |

operate.

In addition, effective internal controls are necessary for us to provide reliable and accurate financial reports and to effectively prevent fraud.

All of these efforts require varying levels of management resources, which may divert our attention from other business operations.

of sale and leaseback transactions.

We and our customers are subject to various governmental regulations, compliance with which may cause us to incur significant expenses, and if we fail to maintain satisfactory compliance with certain regulations, we may be forced to recall products and cease their manufacture and distribution, and we could be subject to civil or criminal penalties.

Several jurisdictions have granted us tax incentives that require renewal at various times in the future, the most significant being Singapore.

We do not expect incentives granted by other jurisdictions to have a material impact on our financial statements.

Singapore announced potential changes to its IP incentive programs in its 2017 budget.

Such potential changes could result in a reduction in tax incentive benefits and an early termination of or changes to our existing Singapore incentive in 2021.

No changes have been finalized, and it is unclear to what extent, if at all, changes will be made to the tax incentives or any specific conditions.

If we experience a prolonged system disruption in the information technology systems that involve our interactions with customers or suppliers, it could result in the loss of sales and customers and significant incremental costs, which could adversely affect our business.

Furthermore, security breaches of our information technology systems could result in the misappropriation or unauthorized disclosure of confidential information belonging to the company or our employees, partners, customers or suppliers, which could result in significant financial or reputational damage to the company.

Man-made problems such as cybersecurity attacks, computer viruses or terrorism may disrupt our operations and harm our business, reputation and operating results

Our daily business operations require us to retain sensitive data such as intellectual property, proprietary business information and data related to customers, suppliers and business partners within our networking infrastructure.

Our networking infrastructure and related assets may be subject to unauthorized access by hackers, employee errors, or other unforeseen activities.

To the extent that such disruptions occur, they may cause delays in the manufacture or shipment of our products and the cancellation of customer orders and, as a result, our business operating results and financial condition could be materially and adversely affected resulting in a possible loss of business or brand reputation.

In addition, the effects of war or acts of terrorism could have a material adverse effect on our business, operating results and financial condition.

The continued threat of terrorism and heightened security and military action in response to this threat, or any future acts of terrorism, may cause further disruption to the economy and create further uncertainties in the economy.

Energy shortages, such as gas or electricity shortages, could have similar negative impacts.

To the extent that such disruptions or uncertainties result in delays or cancellations of customer orders or the manufacture or shipment of our products, our business, operating results and financial condition could be materially and adversely affected.

We have substantial cash requirements in the United States, although most of our cash is generated outside of the United States.

The failure to maintain a level of cash sufficient to address our cash requirements in the United States could adversely affect our financial condition and results of operations.

Although the cash generated in the United States from our operations, including any cash and non-permanently invested earnings repatriated to the United States, is expected to cover our normal operating requirements and debt service requirements, a substantial amount of additional cash may be required for special purposes such as the maturity of our current and future debt obligations, any dividends that may be declared, any future stock repurchase programs and any acquisitions.

If we encounter a significant need for liquidity domestically that we cannot fulfill through borrowings, equity offerings or other internal or external sources, the transfer of cash into the United States may incur an overall tax rate higher than our tax rates have been in the past and negatively impact after-tax earnings.

Uncertainties associated with the Merger may cause a loss of employees and may otherwise materially adversely affect the future business and operations of the combined company.

The combined company’s success after the Merger will depend in part upon the ability of the combined company to retain executive officers and key employees.

In some of the fields in which we and Ixia operate, there are only a limited number of people in the job market who possess the requisite skills and it may be increasingly difficult for the combined company to hire personnel over time.

Current and prospective employees of each company may experience uncertainty about their roles with the combined company following the Merger.

In addition, key employees may depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the combined company following the Merger.

The loss of services of any key personnel or the inability to hire new personnel with the requisite skills could restrict the ability of the combined company to develop new products or enhance existing products in a timely manner, to sell products to customers or to manage the business of the combined company effectively.

Also, the business, financial condition and results of operations of the combined company could be materially adversely affected by the loss of any of its key employees, by the failure of any key employee to perform in his or her current position, or by the combined company’s inability to attract and retain skilled employees.

We and Ixia will incur direct and indirect costs as a result of the Merger.

We and Ixia will incur substantial expenses in connection with and as a result of completing the Merger and, over a period of time following the completion of the Merger, we further expect to incur substantial expenses in connection with coordinating our businesses, operations, policies and procedures and Ixia’s.

While we have assumed that a certain level of transaction expenses will be incurred, factors beyond our control could affect the total amount or the timing of these expenses.

Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately.

Risks Related to the Separation

We will be subject to continuing contingent liabilities of Agilent following the separation.

[removed: You should read the] [added: The] following discussion [added: should be read] in conjunction with the consolidated financial statements and notes thereto included elsewhere in this Annual Report on Form 10-K.

[removed: The] [added: This report contains] forward-looking statements [removed: contained herein include,] [added: including,] without limitation, statements regarding trends, seasonality, cyclicality and growth in, and drivers of, the markets we sell into, our strategic direction, our future effective tax rate and tax valuation allowance, earnings from our foreign subsidiaries, remediation activities, new [removed: product] [added: solution] and service introductions, the ability of our [removed: products] [added: solutions] to meet market needs, changes to our manufacturing processes, the use of contract manufacturers, the impact of local government regulations on our ability to pay vendors or conduct operations, our liquidity position, our ability to generate cash from operations, growth in our businesses, our investments, the potential impact of adopting new accounting pronouncements, our financial results, our purchase commitments, our contributions to our pension plans, the selection of discount rates and recognition of any gains or losses for our benefit plans, our cost-control activities, savings and headcount reduction recognized from our restructuring programs and other cost saving initiatives, and other regulatory approvals, the integration of our [added: completed] acquisitions and other transactions, our transition to lower-cost regions, the existence of [added: political or] economic instability, and our and the combined group's estimated or anticipated future results of operations, that involve risks and uncertainties.

Our actual results could differ materially from the results contemplated by these forward-looking statements due to various factors, including [added: but not limited to] those [added: risks and uncertainties] discussed in [added: Part II] Item 1A and elsewhere in this Form 10-K.

[removed: Following the acquisition of Ixia, we also provide] [added: The Ixia Solutions Group provides] testing, [removed: visibility,] [added: visibility] and security solutions, strengthening applications across physical and virtual networks for enterprises, service [removed: providers,] [added: providers] and network equipment manufacturers.

[removed: We provide] [added: Keysight Technologies, Inc. ("we," "us," "Keysight" or the "company"), incorporated in Delaware on December 6, 2013, is a technology company providing] electronic design and test [removed: instrumentation systems and related software, software design tools, and services] [added: solutions] that are used in the design, development, manufacture, installation, deployment, validation, optimization and secure operation of electronics [removed: systems.][added: systems to communications, networking and electronics industries.]

[removed: Related] [added: We also offer customization, consulting and optimization] services [removed: include] [added: throughout the customer's product lifecycle, including] start-up assistance, instrument productivity, application services and instrument calibration and repair.

The Communications Solutions Group serves customers spanning the worldwide commercial communications [removed: end market, which includes internet infrastructure,] and [removed: the] aerospace, defense and government end [removed: market.][added: markets.]

The Services Solutions Group provides repair, calibration and consulting services, and [removed: remarkets] [added: resells] used Keysight equipment.

On April 18, 2017, we completed the acquisition of Ixia, which became [removed: our fourth] [added: a separate] reportable [added: operating] segment, the Ixia Solutions [removed: Group (“ISG”).][added: Group.]

The [removed: group] [added: Ixia Solutions Group] provides testing, visibility and security solutions, strengthening applications across physical and virtual networks for enterprises, service providers and network equipment manufacturers.

[removed: In addition,] [added: Also,] our global team of experts provides startup assistance, consulting, optimization and application support across all [removed: of] our end markets.

Years ended October 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015][added: 2016]

[removed: Keysight’s total] [added: Total] orders in 2017 were $3,406 million, an increase of 15 percent when compared to 2016.

[removed: Total] [added: Keysight’s total] orders in [removed: 2016] [added: 2018] were [removed: $2,953] [added: $4,082] million, an increase of [removed: 3] [added: 20] percent when compared to [removed: 2015.][added: 2017.]

Foreign currency movements had [removed: an unfavorable] [added: a favorable] impact of 1 [removed: percent] [added: percentage point] on the year-over-year comparison.

Orders associated with acquisitions accounted for [removed: 5] [added: 7] percentage points of order growth for the year ended October 31, [removed: 2016] [added: 2018] when compared to [removed: 2015.][added: 2017.]

Net revenue [removed: of $3,189 million] for the year ended October 31, 2017 [removed: increased] [added: was $3,189 million, an increase of] 9 percent when compared to 2016.

[removed: Excluding acquisitions, revenue] [added: Revenue excluding acquisitions] grew [removed: year-over-year] [added: year over year,] with growth in the Electronic Industrial Solutions [removed: Group,] [added: Group] driven by semiconductor measurement and automotive and energy [removed: markets] [added: markets,] and growth in the Services Solutions Group.

[added: The Communications Solution Group revenue was] flat as gains in the commercial communications market were offset by declines in the aerospace, defense and government market.

Foreign currency movements had [removed: no] [added: a favorable] impact [added: of 2 percentage points] on the year-over-year comparison.

[removed: The revenue increase] [added: Revenue] associated with acquisitions accounted for [removed: approximately 5] [added: 6] percentage points [added: of revenue growth] for the year ended October 31, [removed: 2016] [added: 2018] when compared to [removed: 2015.][added: 2017.]

Net income was [removed: $102] [added: $165] million in [removed: 2017] [added: 2018] compared to net income of [removed: $335] [added: $102] million and [removed: $513] [added: $335] million in [removed: 2016] [added: 2017] and [removed: 2015,] [added: 2016,] respectively.

In [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015,] [added: 2016,] we generated operating cash flows of [removed: $313] [added: $555] million, [removed: $416] [added: $328] million and [removed: $376] [added: $420] million, respectively.

The decline in net income for the year ended October 31, 2017 [added: when compared to 2016] is primarily driven by the unfavorable impact from amortization of acquisition-related balances.

Looking forward, we believe our [removed: increased] investments in R&D combined with our completed acquisitions, which have expanded [removed: of] our technology portfolio and the size of our addressable market, [removed: positions] [added: position] Keysight for growth.

We remain focused on delivering value through [removed: innovative] [added: differentiated and first-to-market] solutions targeted at faster growing markets where customers are investing in next-generation digital and electronic technologies.

Internally, we are continuously working to improve operational efficiency [removed: within,] [added: within] and [removed: across,] [added: across] all functions.

Results from Operations-Years ended October 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015][added: 2016]

In general, recorded orders represent firm purchase commitments from our customers with established terms and conditions for products and [removed: services that will be delivered within six months.][added: services.]

| | Year Ended October 31, | | | | | | | | | | | | [removed: 2017] [added: 2018] over [removed: 2016] [added: 2017] % Change | | [removed: 2016] [added: 2017] over [removed: 2015] [added: 2016] % Change |

| | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | | | |

| Orders | $ | [removed: 3,406] [added: 4,082] | | | $ | [removed: 2,953] [added: 3,406] | | | $ | [removed: 2,853] [added: 2,953] | | | [removed: 15%] [added: 20%] | | [removed: 3%] [added: 15%] |

| Products | $ | [removed: 2,664] [added: 3,229] | | | $ | [removed: 2,440] [added: 2,664] | | | $ | [removed: 2,408] [added: 2,440] | | | [removed: 9%] [added: 21%] | | [removed: 1%] [added: 9%] |

| Services and other | [removed: 525] [added: 649] | | | | [removed: 478] [added: 525] | | | | [removed: 448] [added: 478] | | | | [removed: 10%] [added: 24%] | | [removed: 7%] [added: 10%] |

| Total net revenue | $ | [removed: 3,189] [added: 3,878] | | | $ | [removed: 2,918] [added: 3,189] | | | $ | [removed: 2,856] [added: 2,918] | | | [removed: 9%] [added: 22%] | | [removed: 2%] [added: 9%] |

| | Year Ended October 31, | | | | | | | | | [removed: 2017] [added: 2018] over [removed: 2016] [added: 2017] % Change | | [removed: 2016] [added: 2017] over [removed: 2015] [added: 2016] % Change |

| | [removed: 2017] [added: 2018] | | | [removed: 2016] [added: 2017] | | | [removed: 2015] [added: 2016] | | | | | |

| Products | [removed: 84] [added: 83] | % | | 84 | % | | 84 | % | | [removed: —] [added: (1) ppt] | | — |

| Services and other | [removed: 16] [added: 17] | % | | 16 | % | | 16 | % | | [removed: —] [added: 1 ppt] | | — |

Total orders for the year ended October 31, [removed: 2016] [added: 2018] were [removed: $2,953] [added: $4,082] million, an increase of [removed: 3] [added: 20] percent when compared to [removed: 2015.][added: 2017.]

As a result, Keysight has four segments: Communications Solutions Group, Electronic Industrial Solutions Group, Ixia Solutions Group and Services Solutions Group.

Revenue excluding acquisitions grew year over year, with growth in all our operating segments and across all our markets.

The increase in net income for the year ended October 31, 2018 when compared to 2017 was driven by higher revenue volume and a favorable tax impact from the new U.S. tax legislation and Singapore tax incentives, partially offset by an unfavorable impact from a goodwill impairment charge and increases in variable people-related costs.

Cleaning and restoration efforts are largely complete, and we have fully re-occupied the site.

Keysight is insured for the damage caused by the fire.

For the years ended October 31, 2018 and 2017, we recognized costs of $7 million and $16 million, respectively, net of estimated insurance recoveries of $90 million and $2 million, respectively.

Expenses were primarily for cleaning and restoration activities, write-off of damaged fixed assets and other direct costs related to recovery from this event.

As of October 31, 2018, we have received insurance proceeds of $68 million and have a receivable of $24 million for losses and expenses for which insurance reimbursement is probable.

The receivable is included in other current assets in the consolidated balance sheet.

In addition, for the year ended October 31, 2018, we made investments in property, plant and equipment related to fire recovery of $27 million, which is expected to be covered by insurance.

We currently estimate total insurance recovery to range from $125 million to $135 million, which will substantially cover our total fire-related losses, expenses and investments in property, plant and equipment in excess of our $10 million self-insured retention amount.

While current macro-economic and geopolitical uncertainties exist related to trade, tariffs, monetary and fiscal policies, we expect continued sales growth.

Orders associated with acquisitions accounted for 7 percentage points of order growth for the year ended October 31, 2018 when compared to 2017.

Net revenue for the year ended October 31, 2018 was $3,878 million, an increase of 22 percent when compared to 2017.

The Communications Solutions Group's revenue growth was primarily driven by growth in our 5G-related solutions across the wireless ecosystem, with strong demand for network access applications and steady investments in the network and data center markets.

Revenue from the Electronic Industrial Solutions Group represented approximately 25 percent of total revenue in 2018 and contributed 4 percentage points to the total revenue growth.

Revenue grew 15 percent year over year when compared to the same period last year, driven by strong growth across all markets and regions.

Revenue from the Electronic Industrial Solutions Group represented approximately 27 percent of total revenue in 2017 and contributed 2 percentage points to total revenue growth.

Revenue grew 8 percent year over year when compared to 2016, driven by strong growth in the semiconductor measurement and automotive and energy markets.

Revenue for 2017 included activity from the date of acquisition, April 18, 2017, through October 31, 2017.

Revenue grew 4 percent year over year when compared to 2016, with growth in all regions.

| | Year Ended October 31, | | | | | | | | | 2018 over 2017 % Change | | 2017 over 2016 % Change |

| Goodwill impairment | $ | 709 | | | $ | — | | | $ | — | | | — | | — |

Gross margin increased 1 percentage point in 2018 compared to 2017, primarily driven by gains related to revenue volume and favorable mix, partially offset by increases in variable people-related costs and amortization of acquisition-related balances.

In 2018, excess and obsolete inventory-related charges included $7 million related to divestiture activity.

Research and development expense increased 22 percent in 2018 compared to 2017, primarily driven by the addition of acquisitions to our cost structure, an increase in variable people-related costs and our continued investment in research and development programs, partially offset by elimination of non-recurring acquisition-related compensation expense.

Selling, general and administrative expenses increased 13 percent for 2018 compared to the same period last year, primarily driven by the addition of acquisitions to our cost structure and increases in variable people-related, litigation and restructuring costs, partially offset by elimination of non-recurring acquisition-related compensation expense, separation and related costs, acquisition and integration costs and the unfavorable impact from northern California wildfire-related costs.

During the fourth quarter of 2018, we recorded a goodwill impairment charge of $709 million for the Ixia Solutions Group, based on the results of our annual impairment test of goodwill.

See Note 10, "Goodwill and Other Intangible Assets," to our consolidated financial statements for additional information.

Operating margin decreased 16 percentage points in 2018 when compared to 2017, primarily driven by goodwill impairment and an increase in variable people-related costs, partially offset by gains related to revenue volume and favorable mix.

| | 2018 | | | | 2017 | | | | 2016 | | |

For 2018, the effective tax rate was 140 percent, which is higher than the U.S. statutory rate primarily due to the impact of U.S. tax law changes, the Singapore restructuring and tax incentive modifications completed in 2018 in response to Singapore tax law changes, and the tax impact of goodwill impairment.

The impact of the Singapore restructuring includes tax benefits associated with intra-entity asset transfers that were recognized in accordance with ASU 2016-16, Intra-Entity Transfers of Assets Other Than Inventory, which we elected to early adopt effective November 1, 2016.

The increase in the tax benefit from 2017 to 2018 is primarily due to the impact of our Singapore restructuring and tax incentive modifications that were completed in 2018 in response to Singapore tax law changes.

The open tax years for the IRS and most states are from November 1, 2014 through the current tax year.

On December 22, 2017, the U.S. government enacted comprehensive Federal tax legislation commonly known as the Tax Cuts and Jobs Act (the “Tax Act”).

The Tax Act includes significant changes to the U.S. corporate income tax system, including

but not limited to: the transition of U.S. international taxation from a worldwide tax system to a modified territorial tax system, which will result in a one-time U.S. tax liability on those earnings which have not previously been repatriated to the U.S. (the “Transition Tax”); creation of new minimum taxes, such as the Global Intangible Low Taxed Income (“GILTI”) tax and the base erosion anti-abuse tax; a federal corporate income tax rate reduction from 35 percent to 21 percent; and limitations on the deductibility of interest expense and executive compensation.

The corporate tax rate reduction is effective as of January 1, 2018.

Since the company has a fiscal year rather than a calendar year, it is subject to rules relating to transitional tax rates.

This Management's Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements.

Keysight Technologies, Inc. ("we," "us," "Keysight" or the "company") incorporated in Delaware on December 6, 2013 and became an independent publicly-traded company following the separation from Agilent Technologies, Inc. ("Agilent") on November 1, 2014.

We are a measurement company providing electronic test and design solutions to communications and electronics industries.

We also offer customization, consulting and optimization services throughout the customer's product lifecycle.

In fiscal year 2016, we completed an organizational change to align our organization with the industries we serve which resulted in three reportable operating segments: Communications Solutions Group, Electronic Industrial Solutions Group and Services Solutions Group.

The Communications Solution Group revenue was

Net revenue of $2,918 million in 2016 increased 2 percent when compared to 2015.

Excluding acquisitions, revenue declined year-over-year as weakness in the smartphone supply chain and restructuring and consolidation activities in the industry offset strength in 5G technologies and data center expansion.

In fiscal 2015, we initiated a phased program associated with our separation from Agilent to resize and optimize our infrastructure from the one that had been established to serve a diversified technology company.

The focus of the first phase of the program was on the IT infrastructure to support finance, sales and human resources.

The second phase of the program, which was initiated in the third quarter of fiscal 2016, primarily addressed the optimization of the IT infrastructure to support the services business.

We recognized costs related to this program of $20 million, $24 million and $20 million in the years ended October 31, 2017, 2016 and 2015, respectively.

We expect to recognize additional costs estimated to range from $2 million to $3 million through fiscal 2018.

Cleaning and additional restoration efforts are ongoing in both production and non-production areas of the site.

To ensure business continuity, the company has leased temporary office space that will support Santa Rosa employees who are not immediately re-occupying the site.

Keysight is insured for the damage caused by the fire, including business interruption insurance, and though we do not expect the fire to have a net impact on our business results, the disruption will impact the seasonality of revenue in the first half of fiscal 2018.

For the three and twelve months ended October 31, 2017, we recognized costs of $16 million, net of $2 million of estimated insurance recovery, including the write-off of damaged fixed assets, unabsorbed overhead costs, cleaning and other direct costs related to the impact of this event.

As we are still in the investigation phase, we have only recognized an insurance receivable for known losses for which we believe insurance reimbursement is probable in excess of our self-insured retention amount of $10 million.

We currently estimate that total losses and expenses related to the fire will range from $80 million to $110 million, primarily including cleaning and recovery costs, and believe that the expenses will be recoverable under our insurance policy.

Foreign currency movements

Excluding revenue from Anite, the Communications Solutions Group revenue declined year-over-year as weakness in the smartphone supply chain and restructuring and consolidation activities in the industry offset strength in 5G technologies and data center expansion.

The Services Solutions Group contribution to the total revenue growth was negligible in 2017, with growth in all regions.

Gross margin remained flat in 2016 compared to 2015 as the favorable impacts from a higher percentage of revenue from software and R&D solutions, lower inventory and warranty charges were offset by unfavorable impacts from acquisition-related intangible amortization.

Research and development expense increased 10 percent in 2016 compared to 2015 due to increased expenses associated with acquired companies and our continued investment in research and development programs.

We expect investment in research and development to continue at current levels and have focused our development efforts on strategic growth opportunities.

Selling, general and administrative expenses increased 4 percent for 2016, compared to the same period last year, primarily driven by increased expenses associated with acquired companies, higher field selling costs, higher intangible amortization and higher separation-related costs, partially offset by the favorable impact from foreign currency movements and lower share-based compensation expense.

Operating margin decreased 1 percentage point in 2016 when compared to 2015, primarily driven by the impacts of acquisition-related intangible amortization, higher integration costs and the addition of the Anite cost structure, partially offset by favorable impacts from foreign currency movements and lower share-based compensation expense.

The increase is primarily driven by acquisition of Ixia.

The increase in interest expense for the year ended October 31, 2017 is primarily due to costs related to a bridge loan facility that expired in April, interest expense and amortization of debt issuance costs on $700 million of senior notes issued in April 2017, and new borrowings under a senior unsecured term loan and revolving credit facility.

The new debt issuances provided partial funding for the acquisition of Ixia.

For 2015, the effective tax rate was a benefit of 32 percent, which is lower than the U.S. statutory rate primarily due to the retroactive benefit of two tax incentives in Singapore approved during 2015.

Also, the tax rate was lower than the U.S. statutory rate due to a higher percentage of earnings in the non-U.S. jurisdictions taxed at lower statutory tax rates.

On December 15, 2017, the conference committee comprised of representatives of both the U.S. House of Representatives and the U.S. Senate approved proposed U.S. tax reform legislation entitled Tax Cuts and Jobs Act.

The Tax Cuts and Jobs Act will become law if passed by both the U.S. House of Representatives and the U.S. Senate and signed by the U.S. President.

If this tax

reform is enacted as currently drafted, it will have numerous impacts on our financial statements.

For example, we would expect impacts to tax expense, deferred tax assets and liabilities.

These impacts would primarily result from the proposed deemed repatriation of foreign earnings as well as the proposed reduction in the U.S. corporate tax rate.

In addition, the current version of the Tax Cuts and Jobs Act contains numerous, complex provisions impacting U.S. multinational companies, and we continue to review and assess the proposed legislative language and its potential impact to Keysight.

In fiscal 2016, we completed an organizational change to align our organization with the industries we serve which resulted in three reportable operating segments: Communications Solutions Group, Electronic Industrial Solutions Group and Services Solutions Group.

Approximately [added: 76 percent in 2018 and] 71 percent of our revenues in [added: each of] 2017 and 2016 [removed: and 75 percent of our revenues in 2015] were generated in U.S. dollars.

As of October 31, [removed: 2017] [added: 2018] and [removed: 2016,] [added: 2017,] the analysis indicated that these hypothetical market movements would not have a material effect on our consolidated financial position, results of operations or cash flows.

As of October 31, [removed: 2017,] [added: 2018,] we had [removed: $2,060] [added: $1,800] million in principal amount of senior debt outstanding.

The carrying amount of the fixed-rate senior notes was [removed: $1,799] [added: $1,790] million, and the related fair value based on quoted prices was [removed: $1,890] [added: $1,802] million.

As of October 31, [removed: 2017,] [added: 2018,] a hypothetical 10 percent increase in interest rates would have decreased the fair value of the company’s fixed-rate long-term debt by approximately [removed: $36] [added: $37] million.

Keysight Technologies, Inc. ("we," "us," "Keysight" or the [removed: "company”),] [added: "company"),] incorporated in Delaware on December 6, 2013, is a [removed: measurement] [added: technology] company providing electronic design and test solutions [added: that are used in the design, development, manufacture, installation, deployment, validation, optimization and secure operation of electronics systems] to [removed: communications] [added: communications, networking] and electronics industries.

[removed: Related] [added: We also offer customization, consulting and optimization] services [removed: include] [added: throughout the customer's product lifecycle, including] start-up assistance, instrument productivity, application services and instrument calibration and repair.

Pursuant to the Merger Agreement, any outstanding and unexercised Ixia stock options with an exercise price below the Merger Consideration and any outstanding Ixia restricted stock awards were [removed: cancelled] [added: canceled] and converted into the right to receive a cash payment equal to the merger consideration of $19.65 per share (minus the exercise price for the Ixia stock options).

The strategy varies based on the size of customer, the complexity of [removed: products] [added: solutions] and geographical coverage.

We generated [added: $3.9 billion,] $3.2 billion [removed: of net revenue in 2017] and $2.9 billion of net revenue in [removed: fiscal year 2016] [added: 2018, 2017] and [removed: 2015.][added: 2016, respectively.]

As of October 31, [removed: 2017,] [added: 2018,] we had approximately [removed: 12,600] [added: 12,900] employees worldwide.

Our primary [removed: research and development] [added: R&D] sites are in California, Colorado, [removed: Georgia and] [added: Georgia,] Texas [added: and North Carolina] in the United States and outside of the United [removed: States] [added: States,] in China, Finland, Germany, U.K., India, Japan, Malaysia, Romania, Singapore and Spain.

Net revenue, income from operations and assets by business segment as of and for the fiscal years ended October 31, [removed: 2017, 2016] [added: 2018, 2017] and [removed: 2015] [added: 2016] are shown in Note [removed: 20,] [added: 19,] "Segment Information," to our consolidated financial [removed: statements, which we incorporate by reference herein.][added: statements.]

We had more than [removed: 16,000] [added: 17,000] direct customers for our [removed: products] [added: solutions] and services in fiscal year [removed: 2017] [added: 2018] and greater than 32,000 customers including indirect channels.

Many of our customers acquire [removed: products] [added: solutions] and services across multiple segments.

With a singular focus on electronic design and [removed: test,] [added: test and optimization,] we deliver market-leading solutions across a wide range of industries, including commercial communications, [added: networking,] aerospace, defense and government, automotive, energy, semiconductor and electronic industrial.

Our research and development [removed: focuses on] [added: efforts support] our customers' design and test [removed: challenges, from design] [added: challenges across the entire development lifecycle, beginning with] simulation [removed: to] [added: and] prototype [removed: validation to] [added: development and validation, through volume] manufacturing [removed: test, to] [added: test and operational] optimization in the network.

| • | New wireless communication measurement solutions. We are investing in the development of new wireless communications test solutions to satisfy the commercial communications end [removed: market that] [added: market, which] is being driven by growth in mobile data and evolving wireless standards, particularly 5G. [removed: The acquisition of Anite in the fourth quarter of fiscal 2015 strengthened our wireless software design and test portfolio, and its Network Test business expanded our served addressable market. Our early 5G solutions have also been gaining tangible traction.] With our technical breadth and expertise and strategic engagement with market-leading customers and partners around the world, we have leading-edge solutions for 5G applications available [removed: when needed, even as development schedules accelerate.] [added: and have been first to market with many 5G solutions.] |

| • | New automotive design and measurement solutions. We are actively investing in the development of new automotive test solutions to address the rapidly emerging electric, hybrid electric, connected and autonomous vehicle segments. In [removed: support of this strategy we successfully completed the acquisition of ScienLab, an automotive electrical energy test provider, during fiscal 2017.] |

| • | [removed: First to market] [added: First-to-market] network test solutions. The rapidly growing number of high-speed, connected devices requires service providers and data center operators to continuously update their networks to deliver higher levels of data transfer performance, improve customer quality of service and enhance network security. The acquisition of Ixia in [removed: the second quarter of FY17] [added: fiscal 2017] established Keysight [removed: Technologies] as a market leader in [removed: next generation] [added: next-generation] network test and network visibility solutions. [added: With the addition of these capabilities to our portfolio, we are uniquely positioned to deliver complete end-to-end communications network solutions, spanning the entire network from data center through the core and radio access network all the way to wide bandwidth mobile devices, up and down the protocol stack.] |

We [removed: do] [added: conduct] business [added: annually] with [removed: most Fortune 1000 companies] [added: over 32,000 customers] that are developing electronic [removed: products.][added: products, including many Fortune 1000 companies.]

| • | Technology Leadership as a Competitive Differentiator. Proprietary software and hardware technologies unavailable on the commercial market and developed by our fourteen [removed: R&D] [added: research and development] centers around the world enable many Keysight products to deliver the best design and measurement solution capability available for our customers’ engineering requirements. [added: Keysight’s technology leadership is noteworthy because we strive to deliver first-to-market solutions for our customers, ahead of our competition, allowing the customer to also be first with their products, gaining a competitive advantage.] Built on an intellectual property foundation developed over several decades, Keysight’s EDA computer aided design software for radio and microwave frequency designs is the premiere tool used by over two-thirds of the world’s engineers doing [added: design work in this field. Some of Keysight’s hardware technologies are designed and manufactured in our own in-house integrated circuit fabrication facilities, which were purpose-built and optimized to deliver unmatched performance and capabilities across the broad portfolio of Keysight instruments. Once developed, these technologies can be deployed into multiple-instrument form factors, which include feature-rich instruments, modular instruments and handheld portable instruments. For Keysight, deploying technology across all instrument form factors provides multiple revenue streams from a single technology investment. Keysight is recognized as being a technology leader in six core product instrumentation categories: RF and Microwave Design Simulation software, Network Test, Network Analyzers, Oscilloscopes, Signal Analyzers and Signal Sources.] |

| • | Broad Portfolio of Solutions to Address Customer Needs. Keysight has the broadest portfolio of electronic design and test solutions in the industry. Our hardware product portfolio spans many technologies, price points and form factors. We address time and frequency domain applications with RF, microwave, high-speed digital and general instrumentation. In addition, we have a broad portfolio of software products [added: to enable customer success,] including EDA software for RF and high-speed digital design, [removed: hundreds] [added: software tools for programming and a broad range] of measurement application [removed: solutions to] [added: solutions. These] help [added: our] customers make specific measurements quickly and [removed: consistently,] [added: consistently. Keysight is recognized as being a leader across our five key markets: commercial communications, aerospace, defense] and [removed: software tools for programming.] [added: government, electronic industrial, network test and visibility, and services.] |

| • | Large Installed Base. We have a large [added: worldwide] installed base of equipment because of the breadth of our [removed: product] [added: solutions] portfolio and our long history of producing high-performance and high-quality [removed: products.] [added: solutions.] This installed base enables a strong and growing Services Solutions [removed: Group that] [added: Group, which] provides a wide range of calibration and repair services, on both a per incident and contract basis, and provides a significant source of loyal customers for future sales. |

| • | Sales Channel with Global Reach. We have a worldwide and comprehensive sales channel. We have experienced management teams and highly technical sales and application engineers in all parts of the world, including a strong local presence in emerging markets. Our sales channel strategy is segmented by customer size, customer location and product characteristics. We deploy a direct sales organization focused on selling [removed: higher] [added: high] performance products and industry solutions to global and geographic accounts. [removed: Approximately 77 percent] [added: Most] of our [removed: business comes from customer interactions] [added: sales in international markets are made by foreign sales subsidiaries. In countries] with [removed: our direct] [added: low] sales [removed: organization. To ensure broad geographic coverage] [added: volumes, sales are made through various representatives] and [removed: further drive growth,] [added: distributors. However,] we [removed: maintain a network of over 700 channel partners to complement our direct sales force.] [added: also sell] |

| • | Business Model. Our operating model incorporates a substantial amount of cost structure flexibility with the intent to be materially profitable across [removed: the business cycle.] [added: a range of economic and market conditions.] Our variable compensation programs, sales channel strategy and the outsourced components of our supply chain have been implemented to improve the flexibility of our cost structure. |

On April 18, 2017, we completed the acquisition of Ixia, which became [removed: our fourth] [added: a separate] reportable [added: operating] segment, the Ixia Solutions Group (“ISG”).

The Communications Solutions Group serves customers spanning the worldwide commercial communications [removed: end market, which includes internet infrastructure,] and [removed: the] aerospace, defense and government end [removed: market.][added: markets.]

The group provides electronic design and test software, [removed: instruments,] [added: instruments] and systems used in the simulation, design, validation, manufacturing, installation and optimization of electronic equipment.

This business generated revenue of [removed: $1.7] [added: $2.0] billion in fiscal [removed: 2017, $1.8] [added: 2018, $1.7] billion in fiscal [removed: 2016] [added: 2017] and [removed: $1.7] [added: $1.8] billion in fiscal [removed: 2015.][added: 2016.]

We market our electronic design and test solutions to network equipment manufacturers (“NEMs”), wireless device [removed: manufacturers,] [added: manufacturers] and communications service providers, including the component manufacturers within the supply chain for these customers.

[removed: NEMs] [added: NEMs, including chipset providers,] manufacture and sell products to enable the transmission of voice, data and video traffic.

[removed: To achieve this, communications service providers require a range] of sophisticated test instruments and systems to ensure conformance to communication standards and network requirements and to evaluate network performance.

[removed: The] [added: Electronic warfare and] modernization of [removed: satellite, radar] [added: satellites, radars] and surveillance systems worldwide [removed: is a driver] [added: are the drivers] of test demand within the aerospace and defense market.

Customers use our electronic [removed: measurement instruments] [added: design and test solutions] to develop and manufacture a wide variety of electronic components and systems used in aerospace and defense industries, including commercial and military aircraft, space, satellite, radar, intelligence and surveillance.

Communications Solutions Group [removed: Products][added: Solutions]

Our electronic design and test solutions include [added: software-driven] RF and microwave instruments, digital instruments and various other general purpose test instruments and targeted test solutions.

We offer these products and related software in a variety of form factors, including [removed: benchtop,] [added: feature-rich,] modular and [removed: handheld,] [added: handheld solutions,] depending on the specific requirements of the customer application.

Our measurement application software is an [added: integrated] extension of our hardware solutions and enables a wide range of measurement capability used across all end markets to design and manufacture next-generation electronic components and products.

[removed: The acquisition of Anite provides the software] [added: Software] tools [added: are] used to design and test the software portion of wireless devices and test the performance of networks.

RF and Microwave [removed: Products][added: Solutions]

Our [added: software-driven] RF and microwave test [removed: instruments] [added: solutions] and related software [removed: and EDA software] tools are used mainly in wireless and aerospace and defense applications.

These [removed: products] [added: solutions] are required for the design and production of wireless network products, communications links, mobile devices and base stations.

Our [added: software-driven] digital test [removed: products] [added: solutions] are used by research and development engineers across a broad range of industries to validate the function and performance of their digital product and system designs.

The test [removed: products] [added: solutions] offered include oscilloscopes, logic and serial protocol analyzers, logic‑signal sources, arbitrary waveform [removed: generators,] [added: generators] and bit error rate testers.

Our goal is to increase the productivity of our customers and reduce their project time-to-market independent of the specific form factor required.

These form factors range from complete application-specific solutions and feature-rich benchtop or handheld instruments to customer configurable modular solutions.

All of these solutions utilize a common portfolio of market leading software and hardware technologies, along with the ability to provide multi-vendor managed services built upon Keysight’s global repair and calibration capabilities.

This enables our customers to develop and deploy solutions to address the most rapidly evolving new technologies.

support of this strategy, over the prior two years, we have introduced 70 new solutions covering vehicle intelligence, connectivity, power and security.

With the addition of ScienLab, we significantly enhanced our ability to deliver application-optimized, customer-specific test solutions for the development and production of charging technology and infrastructure, energy storages, battery management systems, inverters, and DC/DC converters.

Approximately 75 percent of our business comes from customer interactions with our direct sales organization.

To ensure broad geographic coverage and further drive growth, we maintain a network of over 650 channel partners to complement our direct sales force.

The Keysight Leadership Model

Keysight's Leadership Model (“KLM”) is the company's framework to continuously deliver value to our customers, stockholders and employees.

KLM provides the structure to execute Keysight's strategy.

This model encompasses seven interlinked areas of focus centered around our customers, including: Customer Success, Market Insight, Capital Allocation, First-to-Market Solutions, Operational Excellence, Employee Growth and Keysight Values.

More information on the KLM can be found at https://about.keysight.com/en/companyinfo/leadership.shtml.

As a result, Keysight has four segments: Communications Solutions Group, Electronic Industrial Solutions Group, Ixia Solutions Group and Services Solutions Group.

To achieve this, communications service providers require a range

Electronic Design Automation (EDA) Software

Our EDA software models, simulates and analyzes product designs at the circuit and system levels, across RF/uW, high-speed digital, power electronics and semiconductor markets.

R&D engineers use the software to predict the behavior of designs prior to building a prototype.

They identify and correct issues with the design and optimize performance in a virtual environment, thus reducing the number of design iteration which speeds time to market and reduces cost.

Digital Solutions

Other Solutions

The group

provides electronic design and test software, instruments and systems used in the simulation, design, validation, manufacturing, installation and optimization of electronic equipment.

We offer the broadest portfolio of general-purpose measurement solutions in the market - from handheld test tools to bench measurement instruments and precision measurement solutions.

They come in a wide variety of form factors, such as Bench (one-box), Handhelds (portable) and Modular, to support a variety of electronic measurement, power and signal requirements throughout our customer’s workflow in design, manufacturing and deployment of their products and processes.

Many of these general purpose products are designed for demanding environments, and all provide high performance capability to ensure our customers can trust the measurement science provided by Keysight.

Our automotive customers use Keysight's solutions to develop, test and manufacture the electrified drive train, battery management systems, e-mobility and V2X that will enable EV/HEV vehicles to be fully autonomous.

In order to address the growing needs of customers involved in design and development of the latest electronic technologies for the growing automotive sector, we have opened three automotive applications centers in Boeblingen, Germany; Novi, Michigan (USA); and Shanghai, China.

These centers underscore our commitment to work with and serve customers in local proximity to support innovative technology projects that will drive the automotive and energy industries.

The new centers include customer electronic test and measurement labs, technical experts, and state-of-the-art test equipment, as well as a customer training facility for hands-on workshops and seminars.

These centers address the needs of our automotive OEMs, electronic components suppliers, semiconductor chipset manufacturers, battery and charging infrastructure providers and compliance labs, where we provide bumper-to-bumper test solutions across the whole ecosystem for the connected car.

The Ixia Solutions Group revenue in fiscal 2018 is not comparable with the same period last year, which only includes activity from the date of acquisition, April 18, 2017, through October 31, 2017.

These include data center, routing and switching, SDN, security, encryption and applications, services like voice, video and wireless technologies like 4G and 5G as well as Wi-Fi.

Our data center test solution includes the world’s first 400 Gigabit Ethernet test products that enable the roll-out of next generation data centers.

For security, our solutions enable the testing of new technologies like Transport Layer Security as well as providing a comprehensive suite of tools to test and detect malware and Distributed Denial of Service.

Our wireless test solutions include 5G and 4G as well as IoT and Wi-Fi 802.11ax.

These test solutions are both hardware-based and virtual.

For the hardware-based solutions, our purpose-built hardware allows us to provide the industry’s best precision, performance and scale.

Our virtual solutions offer a comprehensive feature set as well as the flexibility to be operated in various virtual environments.

Our customers include NEMs, service providers, enterprises and governments.

We provide electronic design and test instrumentation systems and related software, software design tools, and services that are used in the design, development, manufacture, installation, deployment, validation, optimization and secure operation of electronics systems.

We also offer customization, consulting and optimization services throughout the customer's product lifecycle.

On April 18, 2017, pursuant to the terms of an Agreement and Plan of Merger dated January 30, 2017, between Keysight and Ixia (the "Merger Agreement"), we acquired all of the outstanding common stock of Ixia for $1,622 million, net of $72 million of cash acquired, pursuant to an exchange offer for $19.65 per share (the "Merger Consideration").

The vested portion of the awards associated with prior service of Ixia employees represented approximately $47 million of the total consideration.

We funded the acquisition with a combination of cash and proceeds from debt and equity financings.

On August 31, 2017, we acquired all of the outstanding common stock of ScienLab for $60 million, net of $2 million of cash acquired.

ScienLab is a Germany-based company that provides test solutions to automotive original equipment manufacturers and Tier 1 suppliers in the automotive and energy markets.

This acquisition complements our portfolio, allowing end-to-end solutions for hybrid electric vehicles, electric vehicles, and battery test solutions that address e-mobility market dynamics.

We funded the acquisition using existing cash.

As a result of the acquisition, ScienLab has become a wholly-owned subsidiary of Keysight.

Of our total net revenue of $3.2 billion for the fiscal year ended October 31, 2017, we generated 33 percent in the United States and 67 percent outside the United States.

Additionally, we provide test, security and visibility solutions that validate, secure and optimize networks and applications from engineering concept to live deployment.

Our company’s goal is to increase the productivity of our customers by speeding their product "time-to-market.” Market and customer opportunities are driven by evolving technology standards, as well as the need for faster data rates and new form factors, from feature-rich solutions to modular solutions to handheld instruments.

Our strategic focus is to deliver market-leading solutions and growth by investing in the following areas:

| | |

| --- | --- |

| • | Industry-focused solutions across form factors. With our focus on industry solutions, we provide customers with solutions that utilize our leading-edge technology across form factors, from feature-rich solutions to modular solutions to handheld instruments. We have the broadest portfolio of software, hardware and service solutions in the industry and continue to leverage our strength in feature-rich instrumentation into a portfolio of modular and handheld measurement solutions to address our customers’ complex design and measurement needs. |

| • | Enhanced and expanded software solutions. An increasing percentage of measurement science and functionality is delivered through software solutions. Our portfolio of software solutions and software productivity tools is extensive and represents a significant corporate asset. We continue to invest in software development to capitalize on its growth potential and provide industry-leading measurement applications, electronic design automation ("EDA") software and software protocol design and test solutions. |

| • | New services solutions. Our services business represents a meaningful growth opportunity as we invest in expanding our services solutions portfolio. Our focus on growing services through multi-vendor managed services and asset management builds upon a strong foundation of global repair and calibration capabilities. In addition, our used equipment remarking business provides an excellent foundation to grow our technology refresh programs. We are also expanding our services solutions into new areas, such as tiered product and solution technical support. |

design work in this field.

Some of Keysight’s hardware technologies are designed and manufactured in our own in-house integrated circuit fabrication facilities, which were purpose-built and optimized to deliver unmatched performance and capabilities across the broad portfolio of Keysight instruments.

Once developed, these technologies can be deployed into multiple instrument form factors, which includes benchtop instruments, modular instruments and handheld portable instruments.

For Keysight, deploying technology across all the instrument form factors provides multiple revenue streams from a single technology investment.

The result is that Keysight is recognized as being a product leader in five core engineering instrumentation categories; RF and Microwave Design Simulation software, Network Test, Network Analyzers, Signal Analyzers, and Signal Sources.

In fiscal 2016, we completed an organizational change to align our organization with the industries we serve which resulted in three reportable operating segments, Communications Solutions Group (“CSG”), Electronic Industrial Solutions Group (“EISG”), and Services Solutions Group (“SSG”).

CSG and EISG are from our previous Measurement Solutions segment, while SSG was formerly reported as the company's Customer Support and Services segment.

Prior period amounts were revised in 2016 to conform to the presentation.

The new organizational structure continues to include centralized enterprise functions that provide support across the groups.

Software Solutions

Our high-frequency EDA software tools are used to model, simulate and analyze communications product designs at the circuit and system levels.

The acquisition of Anite provides the software and hardware tools used to design and test the software portion of wireless devices and test the performance of networks.

Digital Products

Other Products

Many of our customers purchase solutions across several of our major product lines for their different business units.

In general, the orders and revenues from many of the Communications Solutions Group markets and product categories are seasonal, traditionally marked by lower business levels in the first and third quarters of the fiscal year and higher volumes in the second and fourth quarters of the fiscal year.

The seasonal impact of our business is tempered by broader economic trends and the diversity of our electronic measurement products and customers, which span multiple industries.

We have a comprehensive sales strategy, using a direct sales force, resellers, manufacturer’s representatives and distributors to meet our customers’ needs.

General purpose test and measurement products include hand-held (portable), benchtop instrument and modular forms.

Material analysis products include atomic-force and scanning-electron microscopy to enable deeper understanding of materials that are driving breakthroughs in new semiconductor devices and sensors used in Internet of Things (“IoT”) and electronic manufacturing processes.

In general, the orders and revenues from many of the electronic industrial measurement markets and product categories are seasonal, traditionally marked by lower business levels in the first and third quarters of the fiscal year and higher volumes in the second and fourth quarters of the fiscal year.

Centripetal Lawsuit

On July 20, 2017, Centripetal Networks, Inc. ("Centripetal") filed a complaint in the United States District Court for the Eastern District of Virginia, Centripetal Networks, Inc. v.

Keysight Technologies, Inc. and Ixia, Case No. 17-cv-00383-HCM-LRL (E.D. Va), alleging the infringement of Centripetal patents related to certain of Ixia’s products.

Through July 31, 2018, we had accrued an immaterial amount, which represented a settlement offer made early in the litigation.

At that time, we did not believe that a loss was probable or reasonably estimable, nor did we believe there was a reasonable possibility of a material loss.

No settlement demands were made, nor were estimates of damages provided prior to court-ordered mediation.

Mediation was held in September 2018 but did not result in resolution of the case.

On October 2, 2018, trial started before a jury.

During the trial, the parties agreed to settle the case for a worldwide, royalty-bearing, non-transferable, irrevocable, non-terminable, non-exclusive license to Centripetal’s worldwide patent portfolio that ends on December 31, 2021, as well as a monetary, one-time payment of $25 million for past damages that was recognized in selling, general and administrative expense in the consolidated statement of operations.

The complaint was dismissed on October 12, 2018.

The payment for past damages was recognized and paid as of October 31, 2018.

| | | For the fiscal year ended October 31, [removed: 2017] [added: 2018] |

The aggregate market value of common equity held by non-affiliates as of April 30, [removed: 2017] [added: 2018] was approximately [removed: $5] [added: $6] billion, based upon the closing price of the Registrant's common stock as quoted on New York Stock Exchange on such date.

As of December [removed: 15, 2017,] [added: 10, 2018,] there were [removed: 187,284,245] [added: 187,641,764] shares of our common stock outstanding.

| Portions of the Proxy Statement for the Annual Meeting of Stockholders (the "Proxy Statement") to be held on March [removed: 22, 2018] [added: 21, 2019] and to be filed pursuant to Regulation 14A within 120 days after registrant's fiscal year ended October 31, [removed: 2017] [added: 2018] are incorporated by reference into Part III of this Report. | | III |

| [Forward-Looking [removed: Statements](#s0E31953DF29158F2945A199D53D6FDB1)] [added: Statements](#sB407D55F21C75D6AA3B3F57ADDDD56DC)] | | [removed: [3](#s0E31953DF29158F2945A199D53D6FDB1)] [added: [3](#sB407D55F21C75D6AA3B3F57ADDDD56DC)] |

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This report contains forward-looking statements including, without limitation, statements regarding trends, seasonality, cyclicality and growth in, and drivers of, the markets we sell into, our strategic direction, our future effective tax rate and tax valuation allowance, earnings from our foreign subsidiaries, remediation activities, new [removed: product] [added: solution] and service introductions, the ability of our [removed: products] [added: solutions] to meet market needs, changes to our manufacturing processes, the use of contract manufacturers, the impact of local government regulations on our ability to pay vendors or conduct operations, our liquidity position, our ability to generate cash from operations, growth in our businesses, our investments, the potential impact of adopting new accounting pronouncements, our financial results, our purchase commitments, our contributions to our pension plans, the selection of discount rates and recognition of any gains or losses for our benefit plans, our cost-control activities, savings and headcount reduction recognized from our restructuring programs and other cost saving initiatives, and other regulatory approvals, the integration of our completed acquisitions and other transactions, our transition to lower-cost regions, the existence of [added: political or] economic instability, and our and the combined group's estimated or anticipated future results of operations, that involve risks and uncertainties.

10-K 1 keys-10312018x10k.htm 10-K

| [PART I](#s3FF69638490857DA9FD119CDF04D5B5D) | | |

| [Item 1](#s3FF69638490857DA9FD119CDF04D5B5D) | [Business](#sE7B6A94A051F5823A388659000CEB963) | [3](#sE7B6A94A051F5823A388659000CEB963) |

| [PART II](#s50AF3220CD9A550F80A7F5AC19C0B071) | | |

| [PART IV](#sF85B09661D8B573D994DECBC20E7FFD1) | | |

10-K 1 keys-10312017x10k.htm 10-K

| [PART I](#sB9263097529F5758B0CD5965EDB01DA6) | | |

| [Item 1](#sB9263097529F5758B0CD5965EDB01DA6) | [Business](#s8F118FAE3CA25A9D9E3D92E888C78FD5) | [3](#s8F118FAE3CA25A9D9E3D92E888C78FD5) |

| [PART II](#sFC91F99788245DD882E686C621E13433) | | |

| [PART IV](#s539365C8F88E5D6390C08F48B9E33AEC) | | |

We own or lease a total of approximately [removed: 160] [added: 130] operating facilities located throughout the world that handle manufacturing production, research and development, administration, assembly, sales, quality, assurance testing, distribution and packaging of our products.

These facilities are primarily located in the following countries: China, Germany, India, Japan, Malaysia, [added: Romania,] Singapore, Spain, Taiwan, United Kingdom and the United States.

As of October 31, [removed: 2017,] [added: 2018,] we own or lease [removed: a total of] approximately [removed: 6.3] [added: 6.2] million square feet of space worldwide, of which we own approximately 4.2 million square feet and lease [removed: 2.1] [added: 2.0] million square feet.

Our sales and support facilities occupy a total of approximately [removed: 0.6] [added: 0.5] million square feet.

There were [removed: 23,622] [added: 21,227] shareholders of record of Keysight common stock as of December [removed: 15, 2017.][added: 10, 2018.]

All decisions regarding the declaration and payment of dividends and [removed: repurchase] stock [added: repurchases] are at the discretion of our Board of Directors and will be evaluated regularly in light of our financial condition, earnings, growth prospects, funding requirements, applicable law, and any other factors that our Board deems relevant.

The information required by this item with respect to equity compensation plans will be included under the caption Equity Compensation Plans in our proxy statement for the [removed: 2018] [added: 2019] annual meeting of stockholders, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A, and is incorporated herein by reference.

The table below summarizes information about the company’s purchases, based on trade date; of its equity securities registered pursuant to Section 12 of the Exchange Act during the quarterly period ended October 31, [removed: 2017.][added: 2018.]

The total number of shares of common stock purchased by the company during the fiscal year ended October 31, [removed: 2017] [added: 2018] is [removed: 2,288,516] [added: 2,075,460] shares.

| (1) | On [removed: February 18, 2016,] [added: March 6, 2018,] the Board of Directors approved a [added: new] stock repurchase program authorizing the purchase of up to [added: $350 million of the company’s common stock, replacing a previously approved 2016 program authorizing the purchase of up to] $200 million of the company’s common [removed: stock.] [added: stock and of which $139 million remained.] Under the [added: new] program, shares may be purchased from time to time, subject to general business and market conditions and other investment opportunities, through open market purchases, privately negotiated transactions or other means. [removed: The stock repurchase program may be commenced, suspended or discontinued at any time at the company’s discretion and does not have an expiration date.] All such shares and related costs are held as treasury stock and accounted for [added: at trade date] using the cost method. |

Our common stock is listed on the New York Stock Exchange ("NYSE") with the ticker symbol "KEYS.’’

| August 1, 2018 through August 31, 2018 | | — | | | N/A | | — | | | $ | 269,846,917 | |

| September 1, 2018 through September 30, 2018 | | 151,501 | | | $65.99 | | 151,501 | | | $ | 259,850,059 | |

| October 1, 2018 through October 31, 2018 | | 482,349 | | | $62.18 | | 482,349 | | | $ | 229,859,564 | |

| Total | | 633,850 | | | $63.09 | | 633,850 | | | | | |

Our common stock is listed on the New York Stock Exchange ("NYSE") with the ticker symbol "KEYS.’’ The following table sets forth the high and low sale prices per quarter for the fiscal years 2017 and 2016 as reported in the consolidated transaction reporting system for the New York Stock Exchange:

| | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- |

| Fiscal 2017 | High | | | Low | | | Dividends |

| First Quarter (ended January 31, 2017) | $ | 38.28 | | $ | 31.81 | | — |

| Second Quarter (ended April 30, 2017) | $ | 39.36 | | $ | 35.05 | | — |

| Third Quarter (ended July 31, 2017) | $ | 42.98 | | $ | 35.62 | | — |

| Fourth Quarter (ended October 31, 2017) | $ | 44.79 | | $ | 39.21 | | — |

| Fiscal 2016 | High | | | Low | | | Dividends |

| First Quarter (ended January 31, 2016) | $ | 33.48 | | $ | 22.15 | | — |

| Second Quarter (ended April 30, 2016) | $ | 28.39 | | $ | 21.07 | | — |

| Third Quarter (ended July 31, 2016) | $ | 31.87 | | $ | 25.49 | | — |

| Fourth Quarter (ended October 31, 2016) | $ | 33.14 | | $ | 26.87 | | — |

| August 1, 2017 through August 31, 2017 | | — | | | N/A | | — | | | $ | 138,515,618 | |

| September 1, 2017 through September 30, 2017 | | — | | | N/A | | — | | | $ | 138,515,618 | |

| October 1, 2017 through October 31, 2017 | | — | | | N/A | | — | | | $ | 138,515,618 | |

| Total | | — | | | N/A | | — | | | | | |

We derived the selected financial data as of October 31, [removed: 2017] [added: 2018] and for each of the fiscal years in the three-year period ended October 31, [removed: 2017] [added: 2018] from our audited consolidated financial statements included elsewhere in this Form 10-K.

We derived the selected financial data as of October 31, [removed: 2013] [added: 2015 and October 31, 2014] from audited combined financial statements that are not included in this Form 10-K.

| | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | | | [removed: 2014] [added: 2015] | | | | [removed: 2013] [added: 2014] | | |

| Combined and Consolidated Statement of Operations [removed: Data:] [added: Data:(a)] | | | | | | | | | | | | | | | | | | | |

| Net revenue | $ | [removed: 3,189] [added: 3,878] | | | $ | [removed: 2,918] [added: 3,189] | | | $ | [removed: 2,856] [added: 2,918] | | | $ | [removed: 2,933] [added: 2,856] | | | $ | [removed: 2,888] [added: 2,933] | |

| Income [added: (loss)] before taxes | $ | [removed: 179] [added: (411] | [added: )] | | $ | [removed: 366] [added: 179] | | | $ | [removed: 388] [added: 366] | | | $ | [removed: 475] [added: 388] | | | $ | [removed: 501] [added: 475] | |

| Net income | $ | [removed: 102] [added: 165] | | | $ | [removed: 335] [added: 102] | | | $ | [removed: 513] [added: 335] | | | $ | [removed: 392] [added: 513] | | | $ | [removed: 457] [added: 392] | |

| Net income per [removed: share(a)] [added: share(b)] | | | | | | | | | | | | | | | | | | | |

| Basic | $ | [removed: 0.57] [added: 0.88] | | | $ | [removed: 1.97] [added: 0.57] | | | $ | [removed: 3.04] [added: 1.97] | | | $ | [removed: 2.35] [added: 3.04] | | | $ | [removed: 2.74] [added: 2.35] | |

| Diluted | $ | [removed: 0.56] [added: 0.86] | | | $ | [removed: 1.95] [added: 0.56] | | | $ | [removed: 3.00] [added: 1.95] | | | $ | [removed: 2.35] [added: 3.00] | | | $ | [removed: 2.74] [added: 2.35] | |

| Weighted average shares used in computing net income per [removed: share(a)] [added: share:(b)] | | | | | | | | | | | | | | | | | | | |

| Basic | [removed: 180] [added: 187] | | | | [removed: 170] [added: 180] | | | | [removed: 169] [added: 170] | | | | [removed: 167] [added: 169] | | | | 167 | | |

| Diluted | [removed: 182] [added: 191] | | | | [removed: 172] [added: 182] | | | | [removed: 171] [added: 172] | | | | [removed: 167] [added: 171] | | | | 167 | | |

[removed: (a)On] [added: (b) On] November 1, 2014, Agilent Technologies, Inc. distributed 167 million shares of Keysight common stock to existing holders of Agilent common stock.

Refer to Note 6 of the consolidated financial statements for information regarding [removed: earnings] [added: net income] per [removed: common] share.

| Combined and Consolidated Balance Sheet [removed: Data:] [added: Data:(a)] | | | | | | | | | | | | | | | | | | | |

| Cash and cash equivalents and short-term investments | $ | [removed: 818] [added: 913] | | | $ | [removed: 783] [added: 818] | | | $ | [removed: 483] [added: 783] | | | $ | [removed: 810] [added: 483] | | | $ | [removed: —] [added: 810] | |

| Working capital | $ | [removed: 1,358] [added: 916] | | | $ | [removed: 1,210] [added: 1,358] | | | $ | [removed: 893] [added: 1,210] | | | $ | [removed: 1,081] [added: 893] | | | $ | [removed: 412] [added: 1,081] | |

| Total assets | $ | [removed: 5,933] [added: 5,824] | | | $ | [removed: 3,796] [added: 5,933] | | | $ | [removed: 3,501] [added: 3,796] | | | $ | [removed: 3,041] [added: 3,501] | | | $ | [removed: 2,028] [added: 3,041] | |

| Long-term debt | $ | [removed: 2,038] [added: 1,291] | | | $ | [removed: 1,093] [added: 2,038] | | | $ | [removed: 1,092] [added: 1,093] | | | $ | [removed: 1,090] [added: 1,092] | | | $ | [removed: —] [added: 1,090] | |

| [removed: Stockholders'/Invested] [added: Stockholders'] equity | $ | [removed: 2,310] [added: 2,433] | | | $ | [removed: 1,513] [added: 2,310] | | | $ | [removed: 1,302] [added: 1,513] | | | $ | [removed: 769] [added: 1,302] | | | $ | [removed: 1,245] [added: 769] | |

(a) Fiscal years 2018 and 2017 financial data includes our acquisition of Ixia on April 18, 2017.

| | 2018 | | | | 2017 | | | | 2016 | | | | 2015 | | | | 2014 | | |

(a) Fiscal years 2018 and 2017 financial data reflect the impact of our acquisition of Ixia on April 18, 2017.

| [Report of Independent Registered Public Accounting [removed: Firm](#s6853EFF32FD6506C8E48006CD29AC676)] [added: Firm](#sD4E6B2CDCC48581CAC7098A964F069F4)] | | [removed: [53](#s6853EFF32FD6506C8E48006CD29AC676)] [added: [51](#sD4E6B2CDCC48581CAC7098A964F069F4)] |

| [Consolidated Statement of Operations for each of the three years in the period ended October 31, [removed: 2017](#s102593B40DD756C9AACECF6DFF8F02C3)] [added: 2018](#s41CA119913ED5AD1A0C9D888A43383F6)] | | [removed: [54](#s102593B40DD756C9AACECF6DFF8F02C3)] [added: [53](#s41CA119913ED5AD1A0C9D888A43383F6)] |

| [Consolidated Statement of Comprehensive Income for each of the three years in the period ended October 31, [removed: 2017](#sCF990924966F5314805ACE24D91803F2)] [added: 2018](#sC35D4F1F523F558E90AE618888DA12EE)] | | [removed: [55](#sCF990924966F5314805ACE24D91803F2)] [added: [54](#sC35D4F1F523F558E90AE618888DA12EE)] |

| [Consolidated Balance Sheet at October 31, [removed: 2017] [added: 2018] and [removed: 2016](#s697CEB83B02E566EB73E0AA4E130CFA1)] [added: 2017](#s91DD248941F2588E8CC1F1A4DE2F1882)] | | [removed: [56](#s697CEB83B02E566EB73E0AA4E130CFA1)] [added: [55](#s91DD248941F2588E8CC1F1A4DE2F1882)] |

| [Consolidated Statement of Cash Flows for each of the three years in the period ended October 31, [removed: 2017](#s2AAF6105B9FE5D299D3BA8A954A43A2B)] [added: 2018](#s3FF81282141055198B9C56F5342EA8EE)] | | [removed: [57](#s2AAF6105B9FE5D299D3BA8A954A43A2B)] [added: [56](#s3FF81282141055198B9C56F5342EA8EE)] |

| [Consolidated Statement of Equity for each of the three years in the period ended October 31, [removed: 2017](#s99EFDB0FA6CA5D9C85D97E255DEAA299)] [added: 2018](#s4112FFCF02B35604A646C71AE80179FE)] | | [removed: [58](#s99EFDB0FA6CA5D9C85D97E255DEAA299)] [added: [57](#s4112FFCF02B35604A646C71AE80179FE)] |

| [Notes to Consolidated Financial [removed: Statements](#s4B781A294837589EB349071D65F5435B)] [added: Statements](#s1A815863A92052E7AE63F0DD3DC8FCB0)] | | [removed: [59](#s4B781A294837589EB349071D65F5435B)] [added: [58](#s1A815863A92052E7AE63F0DD3DC8FCB0)] |

| [Quarterly Summary [removed: (unaudited)](#s921349EC851C5B96990EF300BA3D6FCD)] [added: (unaudited)](#s635C22EB4A2650E9A0936D0F05CA334A)] | | [removed: [103](#s921349EC851C5B96990EF300BA3D6FCD)] [added: [101](#s635C22EB4A2650E9A0936D0F05CA334A)] |

In our opinion, the [removed: accompanying] consolidated [removed: balance sheets and the related consolidated] [added: financial] statements [removed: of operations, of comprehensive income, of equity and of cash flows] [added: referred to above] present fairly, in all material respects, the financial position of [removed: Keysight Technologies, Inc. and its subsidiaries at] [added: the Company as of] October 31, [removed: 2017] [added: 2018] and October 31, [removed: 2016,] [added: 2017] and the results of [removed: their] [added: its] operations and [removed: their] [added: its] cash flows for each of the three years in the period ended October 31, [removed: 2017] [added: 2018] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of October 31, [removed: 2017,] [added: 2018,] based on criteria established in Internal Control - Integrated Framework (2013) issued by the [removed: Committee of Sponsoring Organizations of the Treadway Commission (COSO).][added: COSO.]

The [removed: Company's] [added: Company’s] management is responsible for these [removed: financial statements and] [added: consolidated] financial [removed: statement schedule,] [added: statements,] for maintaining effective internal control over financial [removed: reporting] [added: reporting,] and for its assessment of the effectiveness of internal control over financial reporting, included in [removed: Management's] [added: the accompanying Management’s] Report on Internal Control over Financial Reporting [removed: appearing] under Item 9A.

Our responsibility is to express opinions on [removed: these financial statements, on] the [added: Company’s consolidated] financial [removed: statement schedule,] [added: statements] and on the [removed: Company's] [added: Company’s] internal control over financial reporting based on our audits.

We conducted our audits in accordance with the standards of the [removed: Public Company Accounting Oversight Board (United States).][added: PCAOB.]

Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the [added: consolidated] financial statements are free of material [removed: misstatement] [added: misstatement, whether due to error or fraud,] and whether effective internal control over financial reporting was maintained in all material respects.

Our audits [removed: of the financial statements] [added: also] included [removed: examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing] [added: evaluating] the accounting principles used and significant estimates made by management, [removed: and] [added: as well as] evaluating the overall [added: presentation of the consolidated] financial [removed: statement presentation.][added: statements.]

[removed: A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit] preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

| | Year Ended October 31, | | | | | | | | | | | [added: | | | | | | | | | | | |]

| | 2017 | | | | [added: | | | | | | | |] 2016 | | | | [removed: 2015] | | | [added: | | | |]

| Products | $ | [removed: 2,664] [added: 3,229] | | | $ | [removed: 2,440] [added: 2,664] | | | $ | [removed: 2,408] [added: 2,440] | |

| Services and other | [removed: 525] [added: 649] | | | | [removed: 478] [added: 525] | | | | [removed: 448] [added: 478] | | |

| Total net revenue | [removed: 3,189] [added: 3,878] | | | | [removed: 2,918] [added: 3,189] | | | | [removed: 2,856] [added: 2,918] | | |

| Cost of products | [removed: 1,206] [added: 1,440] | | | | [removed: 1,042] [added: 1,206] | | | | [removed: 1,025] [added: 1,042] | | |

| Cost of services and other | [removed: 281] [added: 316] | | | | [removed: 252] [added: 281] | | | | [removed: 244] [added: 252] | | |

| Total costs | [removed: 1,487] [added: 1,756] | | | | [removed: 1,294] [added: 1,487] | | | | [removed: 1,269] [added: 1,294] | | |

| Research and development | [removed: 498] [added: 607] | | | | [removed: 425] [added: 498] | | | | [removed: 387] [added: 425] | | |

| Selling, general and administrative | [removed: 1,049] [added: 1,185] | | | | [removed: 818] [added: 1,049] | | | | [removed: 787] [added: 818] | | |

| Other operating expense (income), net | [removed: (84] [added: (33] | | ) | | [removed: (25] [added: (84] | | ) | | [removed: (18] [added: (25] | | ) |

| Total costs and expenses | [removed: 2,950] [added: 4,224] | | | | [removed: 2,512] [added: 2,950] | | | | [removed: 2,425] [added: 2,512] | | |

| Income [added: (loss)] from operations | [removed: 239] [added: (346] | | [added: )] | | [removed: 406] [added: 239] | | | | [removed: 431] [added: 406] | | |

| Interest income | [removed: 7] [added: 12] | | | | [removed: 3] [added: 7] | | | | [removed: 1] [added: 3] | | |

| Interest expense | [removed: (80] [added: (83] | | ) | | [removed: (47] [added: (80] | | ) | | [removed: (46] [added: (47] | | ) |

| Other income (expense), net | [removed: 13] [added: 6] | | | | [removed: 4] [added: 13] | | | | [removed: 2] [added: 4] | | |

| Income [added: (loss)] before taxes | [removed: 179] [added: (411] | | [added: )] | | [removed: 366] [added: 179] | | | | [removed: 388] [added: 366] | | |

| Provision (benefit) for income taxes | [removed: 77] [added: (576] | | [added: )] | | [removed: 31] [added: 77] | | | | [removed: (125] [added: 31] | | [removed: )] |

| Net income | $ | [removed: 102] [added: 165] | | | $ | [removed: 335] [added: 102] | | | $ | [removed: 513] [added: 335] | |

| Basic | $ | [removed: 0.57] [added: 0.88] | | | $ | [removed: 1.97] [added: 0.57] | | | $ | [removed: 3.04] [added: 1.97] | |

| Diluted | $ | [removed: 0.56] [added: 0.86] | | | $ | [removed: 1.95] [added: 0.56] | | | $ | [removed: 3.00] [added: 1.95] | |

| Basic | [removed: 180] [added: 187] | | | | [removed: 170] [added: 180] | | | | [removed: 169] [added: 170] | | |

| Diluted | [removed: 182] [added: 191] | | | | [removed: 172] [added: 182] | | | | [removed: 171] [added: 172] | | |

| Unrealized gain (loss) on investments, net of tax benefit (expense) of [removed: $(1), $2] [added: $3, $(1)] and [removed: $(2)] [added: $2] | [removed: 4] [added: (14] | | [added: )] | | [removed: (11] [added: 4] | | [removed: )] | | [removed: 5] [added: (11] | | [added: )] |

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Keysight Technologies, Inc. and its subsidiaries (the “Company”) as of October 31, 2018 and October 31, 2017, and the related consolidated statements of operations, of comprehensive income, of equity and of cash flows for each of the three years in the period ended October 31, 2018, including the related notes and financial statement schedule of valuation and qualifying accounts for each of the three years in the period ended October 31, 2018 appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

We also have audited the Company’s internal control over financial reporting as of October 31, 2018 based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Change in Accounting Principle

As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for stock-based compensation in 2018.

Basis for Opinions

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit

We have served as the Company’s auditor since 2013.

| Goodwill impairment | 709 | | | | — | | | | — | | |

| | 2018 | | | | 2017 | | |

| Net income | $ | 165 | | | $ | 102 | | | $ | 335 | |

| Depreciation | 103 | | | | 92 | | | | 85 | | |

| Amortization | 207 | | | | 133 | | | | 49 | | |

| Gain on sale of assets and divestitures | (20 | | ) | | (8 | | ) | | (10 | | ) |

| Goodwill impairment | 709 | | | | — | | | | — | | |

| Net cash provided by operating activities | 555 | | | | 328 | | | | 420 | | |

| Other investing activities | (2 | | ) | | (1 | | ) | | — | | |

| Payment of taxes related to net share settlement of equity awards | (18 | | ) | | (12 | | ) | | (9 | | ) |

| Other financing activities | (1 | | ) | | — | | | | — | | |

| Net cash provided by/(used in) financing activities | (335 | | ) | | 1,425 | | | | (29 | | ) |

| Adjustment due to adoption of ASU 2016-09 | — | | | — | | | | — | | | | — | | | — | | | | 6 | | | | — | | | | 6 | | |

| Repurchase of common stock | — | | | — | | | | — | | | | (2,075 | ) | | (120 | | ) | | — | | | | — | | | | (120 | | ) |

| Balance as of October 31, 2018 | 191,204 | | | $ | 2 | | | $ | 1,889 | | | (4,364 | ) | | $ | (182 | ) | | $ | 1,212 | | | $ | (488 | ) | | $ | 2,433 | |

In addition, we provide testing, visibility, and security solutions, strengthening applications across physical and virtual networks.

We also offer customization, consulting and optimization services throughout the customer's product lifecycle, including start-up assistance, instrument productivity, application services and instrument calibration and repair.

losses in our existing accounts receivable.

Effective December 1, 2017, the Keysight warranties on products sold through direct sales channels are primarily for one year.

Warranties for products sold through distribution channels continue to be primarily for three years.

We accrue for probable losses from contingencies, including legal settlement costs, on an undiscounted basis when such costs are considered probable of being incurred and are reasonably estimable.

We periodically evaluate available information, both internal and external, relative to such contingencies and adjust this accrual as necessary.

The impairment test compares the fair value of a reporting unit with its carrying amount, with an impairment charge recorded for the amount by which the carrying amount exceeds the reporting unit’s fair value.

We determine fair values for each of the reporting units using the market approach, when available and appropriate, or the income approach, or a combination of both.

If multiple valuation methodologies are used, the results are weighted appropriately.

Valuations using the market approach are derived from metrics of publicly traded comparable companies.

The selections of comparable businesses are based on the markets in which our reporting units operate, giving consideration to risk profiles, size, geography and diversity of products and services.

Under the income approach, fair value is determined based on the present value of estimated future cash flows, discounted at an appropriate risk-adjusted rate.

In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 15(a)(2) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements.

As discussed in Note 2 to the consolidated financial statements, in 2017 the Company changed the manner in which it presents debt issuance costs on the consolidated balance sheet due to the adoption of Accounting Standards Update (ASU) 2015-03, Simplifying the Presentation of Debt Issuance Costs, as well as the manner in which it recognizes the income tax consequences of intra-entity transfers due to the adoption of ASU 2016-16, Intra-Entity Transfers of Assets Other Than Inventory.

As described in Management’s Report on Internal Control over Financial Reporting appearing under Item 9A, management has excluded Ixia and ScienLab from its assessment of internal control over financial reporting as of October 31, 2017, because they were acquired by the Company in purchase business combinations during 2017.

We have also excluded Ixia and ScienLab from our audit of internal control over financial reporting.

Ixia and ScienLab are wholly-owned subsidiaries whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting collectively represent approximately 6% and less than 1% of total assets, respectively and approximately 6% and less than 1% of total revenues, respectively, of the related consolidated financial statement amounts as of and for the year ended October 31, 2017.

December 20, 2017

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Depreciation and amortization | 225 | | | | 134 | | | | 99 | | |

| Excess tax (benefit) deficiency from share-based plans | (3 | | ) | | 5 | | | | (4 | | ) |

| Gain on sale of land | (8 | | ) | | (10 | | ) | | — | | |

| Asset impairment | 7 | | | | — | | | | — | | |

| Payment (to)/from Agilent, net | — | | | | — | | | | (28 | | ) |

| Excess tax benefit (deficiency) from share-based plans | 3 | | | | (5 | | ) | | 4 | | |

| Return of capital to Agilent | — | | | | — | | | | (49 | | ) |

| Balance as of October 31, 2014 | 167,483 | | | $ | 2 | | | $ | 1,002 | | | — | | | $ | — | | | $ | 101 | | | $ | (336 | ) | | $ | 769 | |

| Tax benefits from share-based awards issued | — | | | — | | | | 4 | | | | — | | | — | | | | — | | | | — | | | | 4 | | |

| Reduction in cash payable to Agilent | — | | | — | | | | 25 | | | | — | | | — | | | | — | | | | — | | | | 25 | | |

Following the acquisition of Ixia on April 18, 2017, the company also provides testing, visibility, and security solutions, strengthening applications across physical and virtual networks for enterprises, service providers, and network equipment manufacturers.

Our standard warranty term for most of our products from the date of delivery is typically three years.

In accordance with the authoritative accounting guidance we have the option to perform a qualitative assessment to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount.

If we determine this is the case, we are required to perform the two-step goodwill impairment test to identify potential goodwill impairment and measure the amount of goodwill impairment loss to be recognized.

If we determine that it is more-likely-than-not that the fair value of the reporting unit is greater than its carrying amounts, the two-step goodwill impairment test is not required.

In 2016, we implemented changes in our organizational structure designed to align our organization with the industries we serve, which resulted in the formation of three reportable operating segments that are also our reporting units.

In 2017, we assessed goodwill impairment by performing a qualitative test for our four reporting units.

Based on the results of our testing, it was determined that it is more-likely-than-not that the fair values of the reporting units are greater than their carrying values.

3 months to 10 years.

In 2015, cost method investments with a carrying amount of $4 million were written down to their fair value of zero, resulting in an impairment charge of $4 million, which is included in other income (expense).

Under current tax laws, most of the cash could be repatriated to the U.S., but it would be subject to U.S. federal and state income taxes, less applicable foreign tax credits.

Retirement and post-retirement benefit plan costs are a significant cost of doing business.

They represent obligations that will ultimately be settled sometime in the future and therefore are subject to estimation.

We currently anticipate adopting the standard on November 1, 2018 and are evaluating the transition methods available.

Based on the progress to date, we have not identified any material impacts of the new standard on the amount and timing of revenue recognition to our consolidated statement of operations; however, we have not completed our assessment, including the impact of our recent acquisitions of Ixia and ScienLab.

We expect recognition of revenue for a majority of customer contracts to remain substantially unchanged.

While we are continuing to assess all potential impacts of the standard, we currently believe the most significant impact relates to our accounting for software license revenue, as under the

The new standard will also require the deferral of commissions that were previously expensed as incurred and may qualify for capitalization under the new standard.

In April 2015, the FASB issued Accounting Standards Update ("ASU") 2015-03, Simplifying the Presentation of Debt Issuance Costs, to simplify the presentation of deferred issuance costs by requiring that they be presented as a direct deduction from the carrying amount of the debt liability, consistent with debt discounts.

As a result, $7 million of unamortized debt issuance costs have been reclassified from other assets to long-term debt in the consolidated balance sheet as of October 31, 2016 (see Note 18).

In May 2015, the FASB issued ASU 2015-07, Disclosures for Investments in Certain Entities that Calculate Net Asset Value per Share (or its Equivalent), that removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient.

The standard also removes the requirement to make certain disclosures for all investments that are eligible to be measured at fair value using the net asset value per share practical expedient.

Our management has evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of October 31, [removed: 2016,] [added: 2018,] pursuant to and as required by Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”).

Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of October 31, [removed: 2017,] [added: 2018,] the company's disclosure controls and procedures, as defined by Rule 13a-15(e) under the Exchange Act, were effective and designed to ensure [removed: that(i)] [added: that (i)] information required to be disclosed in the company's reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and (ii) information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

Based on the results of this evaluation, our management concluded that our internal control over financial reporting was effective as of October 31, [removed: 2017.][added: 2018.]

The effectiveness of our internal control over financial reporting as of October 31, [removed: 2017] [added: 2018] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears in Item 8 of this Annual Report on Form 10-K.

During the year ended October 31, 2018, a majority of Ixia Solutions Group's financial activity was integrated into the existing Keysight internal control structure.

The SEC provides for exclusion of an acquired business's internal controls from management's annual assessment of the internal controls over financial reporting when it is not possible to conduct assessments for the acquired business in the period between the acquisition date and the date of management's assessment.

The company completed the acquisition of Ixia on April 18, 2017 and ScienLab on August 31, 2017.

Management excluded Ixia and ScienLab from its assessment of the effectiveness of the company’s internal control over financial reporting as of October 31, 2017.

Ixia constituted approximately 6% of total assets and approximately 6% total revenues, while ScienLab constituted less than 1% of total assets and total revenues for the year ended October 31, 2017.

Information regarding our code of ethics (the company's Standards of Business Conduct) applicable to our principal executive officer, our principal financial officer, our controller and other senior financial officers appears in Item 1 of this report [added: under “Investor Information.” We will post amendments to or waivers from a provision of the Standards of Business Conduct with respect to those persons on our website at www.investor.keysight.com.]

In order for a stockholder proposal to be considered for inclusion in Keysight’s proxy statement for the [removed: 2018] [added: 2019] annual meeting of stockholders, the written proposal must be received by Keysight no later than December [removed: 17, 2017] [added: 24, 2018] and should contain such [removed: information as is required under Keysight’s Bylaws.]

information as is required under Keysight’s Bylaws.

under “Investor Information.” We will post amendments to or waivers from a provision of the Standards of Business Conduct with respect to those persons on our website at www.investor.keysight.com.

The following table summarizes information about our equity compensation plans as of October 31, [removed: 2017.][added: 2018.]

| Equity compensation plans approved by security holders (1)(2)(3) | [removed: 5,994,017] [added: 4,665,250] | | | $ | 27 | | | [removed: 27,432,458] [added: 30,275,239] | |

| (1) | The number of securities remaining available for future issuance in column (c) includes [removed: 22,187,218] [added: 21,302,108] shares of common stock authorized and available for issuance under the Keysight Technologies, Inc. Employee Stock Purchase Plan ("423(b) Plan"). The number of shares authorized for issuance under the 423(b) Plan is subject to an automatic annual increase of the lesser of one percent of the outstanding common stock of Keysight or an amount determined by the Compensation Committee of our Board of Directors. Under the terms of the 423(b) Plan, in no event shall the aggregate number of shares issued under the Plan exceed 75 million shares. The number of securities remaining available for future issuance in column (c) is before the issuance of shares of common stock to participants in consideration of the aggregate participant contribution under 423(b) plan totaling [removed: $17] [added: $23] million as of October 31, [removed: 2017.] [added: 2018.] |

| (2) | We issue securities under our equity compensation plans in forms other than options, warrants or rights. Those are issued under the 2014 Equity and Incentive Compensation Plan which was originally adopted by the Board on July 16, 2014, subsequently amended and restated by the Board on September 29, 2014 and January 22, 2015 and became effective as of November 1, 2014 (the “Effective Date”). The [added: Plan was further amended and restated by the Board on November 16, 2017. The] 2014 Plan provides for the grant of awards in the form of stock options, stock [added: appreciation rights, restricted stock, restricted stock units, performance shares and performance units with performance-based conditions to vesting or exercisability, and cash awards. The 2014 Plan has a term of ten years.] |

| Total | 4,665,250 | | | | | | | 30,275,239 | |

| Total | 5,994,017 | | | $ | 27 | | | 27,432,458 | |

appreciation rights, restricted stock, restricted stock units, performance shares and performance units with performance-based conditions to vesting or exercisability, and cash awards.

The 2014 Plan has a term of ten years.

| Tax valuation allowance | | $ | [removed: 39] [added: 63] | | | $ | [removed: 43] [added: 18] | | | $ | [removed: (36] [added: (2] | ) | | $ | [removed: 46] [added: 79] | |

| 4.3 | | | [removed: [Guarantee,] [added: [Second Supplemental Indenture,] dated as of [added: April 6, 2017, to the Indenture dated as of] October 15, 2014, [removed: by Agilent] [added: between Keysight] Technologies, Inc. [removed: in favor of] [added: and] U.S. Bank National [removed: Association] [added: Association,] as [removed: Trustee for the Holders of Notes specified therein of Keysight Technologies, Inc.](http://www.sec.gov/Archives/edgar/data/1601046/000110465914072101/a14-21591_3ex4d3.htm)] [added: Trustee.](http://www.sec.gov/Archives/edgar/data/1601046/000119312517113557/d372398dex42.htm)] | | 8-K | | [removed: 10/17/2014] [added: 4/6/2017] | | [removed: 4.3] [added: 4.2] | | |

| [removed: 10.9] [added: 10.30] | | | [Keysight Technologies, Inc. 2014 Equity and Incentive Compensation Plan (As Amended and Restated on [removed: September 29, 2014)*](http://www.sec.gov/Archives/edgar/data/1601046/000110465914072778/a14-22735_1ex4d3.htm)] [added: November 16, 2017)*](http://www.sec.gov/Archives/edgar/data/1601046/000114036118005975/formdef14a.htm)] | | [removed: S-8] [added: DEF 14A] | | [removed: 10/21/2014] [added: 2/9/2018] | | [removed: 4.3] [added: APPENDIX A] | | |

| [removed: 10.10] [added: 10.9] | | | [Form of Keysight Technologies, Inc. Global Stock Award Agreement (with deferral alternative)*](http://www.sec.gov/Archives/edgar/data/1601046/000110465914076024/a14-23444_1ex10d2.htm) | | 8-K | | 11/3/2014 | | 10.2 | | |

| [removed: 10.11] [added: 10.10] | | | [Form of Keysight Technologies, Inc. Global Performance Award Agreement*](http://www.sec.gov/Archives/edgar/data/1601046/000104746914006273/a2220799zex-10_11.htm) | | 10-12B/A | | 7/18/2014 | | 10.11 | | |

| [removed: 10.12] [added: 10.11] | | | [Form of Keysight Technologies, Inc. Global Stock Option Award Agreement*](http://www.sec.gov/Archives/edgar/data/1601046/000104746914006273/a2220799zex-10_12.htm) | | 10-12B/A | | 7/18/2014 | | 10.12 | | |

| [removed: 10.13] [added: 10.12] | | | [Form of Keysight Technologies, Inc. Non-Employee Director Stock Option Award Agreement*](http://www.sec.gov/Archives/edgar/data/1601046/000104746914006273/a2220799zex-10_13.htm) | | 10-12B/A | | 7/18/2014 | | 10.13 | | |

| [removed: 10.14] [added: 10.13] | | | [Form of Keysight Technologies, Inc. Non-Employee Director Stock Award Agreement*](http://www.sec.gov/Archives/edgar/data/1601046/000104746914006273/a2220799zex-10_14.htm) | | 10-12B/A | | 7/18/2014 | | 10.14 | | |

| [removed: 10.15] [added: 10.14] | | | [Form of Keysight Technologies, Inc. 2014 Deferred Compensation Plan*](http://www.sec.gov/Archives/edgar/data/1601046/000104746914006273/a2220799zex-10_15.htm) | | 10-12B/A | | 7/18/2014 | | 10.15 | | |

| [removed: 10.16] [added: 10.15] | | | [Form of Keysight Technologies, Inc. 2014 Frozen Deferred Compensation Plan*](http://www.sec.gov/Archives/edgar/data/1601046/000104746914006273/a2220799zex-10_16.htm) | | 10-12B/A | | 7/18/2014 | | 10.16 | | |

| [removed: 10.17] [added: 10.16] | | | [Form of Keysight Technologies, Inc. Excess Benefit Retirement Plan*](http://www.sec.gov/Archives/edgar/data/1601046/000104746914006273/a2220799zex-10_17.htm) | | 10-12B/A | | 7/18/2014 | | 10.17 | | |

| [removed: 10.18] [added: 10.17] | | | [Form of Keysight Technologies, Inc. Supplemental Benefit Retirement Plan*](http://www.sec.gov/Archives/edgar/data/1601046/000104746914006273/a2220799zex-10_18.htm) | | 10-12B/A | | 7/18/2014 | | 10.18 | | |

| [removed: 10.19] [added: 10.18] | | | [Agilent Technologies, Inc. France Pension Plan*](http://www.sec.gov/Archives/edgar/data/1601046/000104746914006952/a2220952zex-10_19.htm) | | 10-12B/A | | 8/13/2014 | | 10.19 | | |

| [removed: 10.20] [added: 10.19] | | | [Form of Change of Control Severance Agreement*](http://www.sec.gov/Archives/edgar/data/1601046/000110465914076024/a14-23444_1ex10d1.htm) | | 8-K | | 11/3/2014 | | 10.1 | | |

| [removed: 10.21] [added: 10.29] | | | [removed: [Credit] [added: [Amended and Restated Credit] Agreement, dated [removed: September] [added: February] 15, [removed: 2014,] [added: 2017,] between Keysight Technologies, [removed: Inc., Agilent Technologies,] Inc. and the Lenders Party [removed: Thereto*](http://www.sec.gov/Archives/edgar/data/1601046/000104746914007795/a2221450zex-10_21.htm)] [added: Thereto*](http://www.sec.gov/Archives/edgar/data/1601046/000090342317000129/keysight8kex101_0217.htm)] | | [removed: 10-12B/A] [added: 8-K] | | [removed: 9/22/2014] [added: 2/22/2017] | | [removed: 10.21] [added: 10.1] | | |

| [removed: 10.22] [added: 10.20] | | | [Form of Keysight Technologies, Inc. Deferral Election for Stock Award*](http://www.sec.gov/Archives/edgar/data/1601046/000110465914076024/a14-23444_1ex10d3.htm) | | 8-K | | 11/3/2014 | | 10.3 | | |

| [removed: 10.23] [added: 10.21] | | | [Keysight Technologies, Inc. Officer and Executive Severance Plan (Established Effective March18, 2015)*](http://www.sec.gov/Archives/edgar/data/1601046/000160104615000010/exhibit101-severanceplan.htm) | | 8-K | | 3/24/2015 | | 10.1 | | |

| [removed: 10.24] [added: 10.22] | | | [Keysight Technologies, Inc. [removed: 2014 Equity and Incentive] [added: 2015 Performance-based] Compensation Plan [added: for covered employees] (As [removed: Amended and Restated] [added: Adopted] on [removed: January 22, 2015)*](http://www.sec.gov/Archives/edgar/data/1601046/000104746915000650/a2222863zdef14a.htm)] [added: September 29, 2014)*](http://www.sec.gov/Archives/edgar/data/1601046/000104746915000650/a2222863zdef14a.htm)] | | DEF 14A | | 2/6/2015 | | APPENDIX [removed: A] [added: B] | | |

| [removed: 10.27] [added: 10.23] | | | [Keysight Technologies, Inc. 401(k) Plan (Effective as of August 1, 2014)*](http://www.sec.gov/Archives/edgar/data/1601046/000160104615000044/keys-10312015xexx1027.htm) | | 10-K | | 12/21/2015 | | 10.27 | | |

| [removed: 10.28] [added: 10.24] | | | [Keysight Technologies, Inc. Deferred Profit-Sharing Plan (Effective as of August 1, 2014)*](http://www.sec.gov/Archives/edgar/data/1601046/000160104615000044/keys-10312015xexx1028.htm) | | 10-K | | 12/21/2015 | | 10.28 | | |

| [removed: 10.29] [added: 10.25] | | | [Keysight Technologies, Inc. Retirement Plan (Effective as of August 1, 2014)*](http://www.sec.gov/Archives/edgar/data/1601046/000160104615000044/keys-10312015xexx1029.htm) | | 10-K | | 12/21/2015 | | 10.29 | | |

| [removed: 10.30] [added: 10.26] | | | [First Amendment to the Keysight Technologies, Inc. 401(k) Plan (Effective as of August 1, 2015)*](http://www.sec.gov/Archives/edgar/data/1601046/000160104615000044/keys-10312015xexx1030.htm) | | 10-K | | 12/21/2015 | | 10.30 | | |

| [removed: 10.31] [added: 10.27] | | | [First Amendment to the Keysight Technologies, Inc. Retirement Plan (Effective as of August 1, 2015)*](http://www.sec.gov/Archives/edgar/data/1601046/000160104615000044/keys-10312015xexx1031.htm) | | 10-K | | 12/21/2015 | | 10.31 | | |

| [removed: 10.32] [added: 10.28] | | | [Form of Keysight Technologies, Inc. Global Stock Award Agreement as Amended on November 15, 2016*](http://www.sec.gov/Archives/edgar/data/1601046/000160104616000077/keys-10312016xexx1032.htm) | | 10-K | | 12/19/2016 | | 10.32 | | |

| 11.1 | | | [See Note 6, “Net Income Per Share,” to our Consolidated Financial [removed: Statements.](#sB605C8381A305EE0BCAB2B26AA18768B)] [added: Statements.](#s8B1077A0B0825C34B284B4EDAF5B7BB2)] | | | | | | | | X |

| 14.1 | | | [See Investor Information in Item 1: Business of this Annual Report on Form [removed: 10-K.](#s5D9C997B1837519DB72EFDE17CC90B7E)] [added: 10-K.](#sCED01B4492E85D5F9115663365C103FD)] | | | | | | | | X |

| 21.1 | | | [Subsidiaries of Keysight Technologies, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1601046/000160104617000033/keys-10312017xexx211.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1601046/000160104618000030/keys-10312018xexx211.htm)] | | | | | | | | X |

| 23.1 | | | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/1601046/000160104617000033/keys-10312017xexx231.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/1601046/000160104618000030/keys-10312018xexx231.htm)] | | | | | | | | X |

| 24.1 | | | [Powers of Attorney. Contained in the signature page of this Annual Report on Form [removed: 10-K.](#s39B4AC3B2C9D5034BE57B55988B34DB6)] [added: 10-K.](#sDDF4E78C17465CB1951475468D703C05)] | | | | | | | | X |

| 31.1 | | | [Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes‑Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1601046/000160104617000033/keys-10312017xexx311.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1601046/000160104618000030/keys-10312018xexx311.htm)] | | | | | | | | X |

| 31.2 | | | [Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes‑Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1601046/000160104617000033/keys-10312017xexx312.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1601046/000160104618000030/keys-10312018xexx312.htm)] | | | | | | | | X |

| 32.1 | | | [Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes‑Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1601046/000160104617000033/keys-10312017xexx321.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1601046/000160104618000030/keys-10312018xexx321.htm)] | | | | | | | | X |

| 32.2 | | | [Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes‑Oxley Act of [removed: 2002.](https://www.sec.gov/Archives/edgar/data/1601046/000160104617000033/keys-10312017xexx322.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1601046/000160104618000030/keys-10312018xexx322.htm)] | | | | | | | | X |

Date: December [removed: 20, 2017][added: 18, 2018]