Keysight Technologies (KEYS) 10-K risk factor changes: FY2020 vs FY2019

Global and regional economic [removed: uncertainty] [added: uncertainty, recession,] or depression may impact our business, resulting in:

| • | increased risk of excess and obsolete [removed: inventories;] [added: inventory;] |

In addition, global and regional macroeconomic developments, such as increased unemployment, decreased income, [added: uncertainty related to future economic activity,] 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.

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

Our quarterly sales and operating results are highly dependent on the volume and timing of technology-related spending and orders received during the fiscal quarter, which are difficult to forecast and may be cancelled [removed: by our customers.]

However, [added: due to] the [added: uncertainties and negative economic environment created by the current global pandemic, the] markets we serve [removed: do] [added: may experience increased volatility and may] not [removed: always] experience the seasonality or cyclicality that we expect.

Nationalistic economic policies and political trends in the United States, the United Kingdom, the European Union, Singapore, Malaysia and China among other countries, 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 [removed: 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.

[removed: If] [added: The deterioration of] the U.S.’s relationship with China [removed: deteriorates or results] [added: could result] in [added: additional] trade disputes, 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 deployment of resources in jurisdictions affected by such measures could be misaligned and our operations may be adversely affected due to such changes in the economic and political ecosystem in which our suppliers, vendors, customers, partners, and other entities with whom we do business operate.

Because of the increasingly tense political and economic relationship between the United States and China, [removed: such] [added: new] sanctions could be imposed with little notice, which could leave us without an adequate alternative solution to compensate for our inability to continue to do business with such customer or supplier.

In addition, many of our employees, contract manufacturers, suppliers, job functions and manufacturing [removed: facilities are located outside the United States.]

Additionally, changing or replacing our contract manufacturers or other [removed: outsourcees] [added: outsourced vendors] could cause disruptions or delays.

In addition to the risks outlined above, problems with manufacturing or IT outsourcing could result in lower revenues and unrealized [removed: efficiencies,] [added: efficiencies] and could impact our results of operations and stock price.

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 [removed: obligations.]

[added: Any successful opposition] to our applications in material jurisdictions could impose material costs on us or make it more difficult to protect our brand.

In addition, our IT systems may be susceptible to damage, [removed: disruptions] [added: disruptions, instability,] or shutdowns due to power outages, hardware failures, telecommunication failures, user errors, implementation of new operational systems or software or upgrades to existing systems and software, [removed: or catastrophes] [added: catastrophes, overburdening of systems resulting from an increase of work from home employees due to COVID-19,] or other unforeseen events.

[added: Changes in] tax [added: laws, such as tax reform in the United States or changes in tax] laws resulting from the Organization for Economic Co-operation and Development’s (“OECD”) multi-jurisdictional plan of action to address “base erosion and profit shifting” and the taxation of the “Digital Economy” could impact our effective tax rate.

Upon a change in tax laws in any territory where we do significant business, [removed: 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.

If we suffer a loss to our [added: employees,] factories, facilities or distribution system due to a catastrophic event, our operations could be significantly harmed.

Our factories, facilities and distribution system are [removed: subject] [added: vulnerable] to catastrophic loss due to [removed: fire, flood, terrorism or other] natural or man-made [removed: disasters.][added: disasters such as earthquakes and terrorism.]

[removed: In particular, several] [added: Several] of our facilities could be subject to a catastrophic loss caused by earthquake or other natural disasters due to their locations.

Also, our third-party insurance coverage will vary from time to time in both type and amount depending on availability, cost and our [removed: decision] [added: decisions] with respect to risk retention.

We and our customers are subject to various significant international, federal, state and local regulations, including, but not limited to, health and [removed: safety,] [added: safety including regulations related to COVID-19,] packaging, data privacy, product content, [added: environmental,] labor and import/export regulations.

[added: These regulations are] complex, change frequently and have tended to become more stringent over time.

Our common stock is listed on [removed: NYSE] [added: New York Stock Exchange ("NYSE")] under the ticker symbol “KEYS.” The market price of our common stock may fluctuate widely, depending on many factors, some of which may be beyond our control, including but not limited to:

The board's decisions regarding the payment of dividends will depend on many factors, such as our financial condition, earnings, capital requirements, debt service obligations, restrictive covenants in our debt, industry practice, legal requirements, regulatory constraints and other factors that [removed: the] [added: our] board [added: of directors] deems relevant.

| • | the right of our board [added: of directors] to issue preferred stock without shareholder approval; |

[added: Section 203 provides that, subject to limited exceptions, persons that acquire, or are affiliated] with [added: a person] that [added: acquires, more than 15 percent of the outstanding voting stock of a Delaware corporation (an "interested stockholder") shall not engage in any business combination with that] corporation, including by merger, consolidation or acquisitions of additional shares, for a three-year period following the date on which the person became an interested stockholder, unless (i) prior to such time, the board of directors of such corporation approved either the business combination or the transaction that resulted in the stockholder becoming an interested stockholder; (ii) upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85 percent of the voting stock of such corporation at the time the transaction commenced (excluding for purposes of determining the voting stock outstanding (but not the outstanding voting stock owned by the interested stockholder) the voting stock owned by directors who are also officers or held in employee benefit plans in which the employees do not have a confidential right to tender or vote stock held by the plan); or (iii) on or subsequent to such time the business combination is approved by the board of directors of such corporation and authorized at a meeting of shareholders by the affirmative vote of at least two-thirds of the outstanding voting stock of such corporation not owned by the interested stockholder.

Global health crises, such as the COVID-19 pandemic, could have a material impact on our global operations and the operations of our supply chain, customers and vendors, which could adversely impact our business results and financial condition.

In March 2020, the World Health Organization declared COVID-19 a global pandemic.

In response to the rapid global spread of the virus, national, state, and local governments issued orders and recommendations to attempt to reduce the further spread of the disease.

Such orders included movement control and shelter-in-place orders, travel restrictions, limitations on public gatherings, school closures, social distancing requirements and the closure of all but critical and essential services and infrastructure.

In response to these measures and to protect the health and safety of our employees, we temporarily closed our facilities globally and asked all employees who can work from home to do so for the foreseeable future, made substantial changes to employee travel policies, and canceled training and marketing events or moved them to a virtual format.

As a supplier to some critical and essential businesses, we have restarted on-site operations using only employees who are not able to work effectively from home and where doing so is in compliance with local regulations and our COVID-19 safety procedures.

Our customers, suppliers and vendors are all subject to these restrictions and orders and are similarly impacted.

Fluctuation in infection rates in the regions in which we operate has resulted in periodic changes in restrictions that vary from region to region and require vigilant attention and rapid response to new or reinstated restrictions.

The uncertain duration and severity of the pandemic, as well as periodic spikes in infection rates, local outbreaks of the virus or potential outbreaks on our sites or supplier, customer or vendor sites, in spite of safety measures, could cause further shutdowns of our operations or those of our suppliers, customers or vendors.

Any outbreaks causing renewed implementation or extension of existing government orders could also impact the availability of our employees or other workers.

As more is understood about the virus and how it is spread, new health orders and safety protocols could further impact our on site operations.

Adverse impact to our suppliers could adversely impact our ability to procure components and materials, causing an inability to manufacture products or solutions.

Customers could reduce spending, causing reduced demand for products and solutions, delayed or canceled orders, and inability to pay for products and solutions.

Lack of employee availability due to shutdowns caused by government orders, illness, or quarantine requirements could further impact our ability to manufacture, ship or deliver products and solutions to customers.

Continued implementation of measures to reduce the spread of the virus may impact our ability to collaborate globally with customers, suppliers, and internal colleagues.

Continued uncertainty and market volatility could result in a national or global recession, which could create additional market and global financial instability.

These factors could materially and negatively impact our business results, operations, revenue, growth and overall financial condition.

by our customers.

facilities are located outside the United States.

| • | negative impact of a country’s response to the global COVID-19 pandemic or an imposed reduction in economic activity and other economic and political measures taken to contain the spread of COVID-19; |

The COVID-19 global pandemic could impact our ability to execute on these dependencies.

It may be difficult to differentiate ourselves from our competitors due to limited travel and access to customers, which could make it difficult to properly assess customer needs, and interruptions in manufacturing and delivery of solutions.

Making such estimations in the current economic climate affected by the global pandemic is particularly difficult as increased volatility may impact seasonal trends making it more difficult to anticipate demand fluctuations.

The COVID-19 pandemic may further exacerbate these risks as suppliers are impacted by surging infection rates, possible shutdown orders or new safety restrictions.

obligations.

As a global company, we have key customers all over the world.

Although no one customer makes up more than 10 percent of our revenue, trade restrictions, sanctions and embargos could force reductions in sales to or prevent us from selling large orders to certain key customers, which could impact our income, operating results and financial condition.

Volatile changes in weather conditions and effects of climate change could damage or destroy strategic facilities, including our headquarters, which could have a significant negative impact on our operations.

We and our customers and suppliers are vulnerable to the increasing impact of climate change.

Volatile changes in weather conditions, including extreme heat or cold, could increase the risk of wildfires, floods, blizzards, hurricanes and other weather-related disasters.

Disasters created by extreme conditions could cause significant damage to or destruction of our facilities resulting in temporary or long-term closures of our facilities and operations and significant expense for repair or replacement of damaged or destroyed facilities.

This could also result in loss or damage to employee homes, employees relocating to other parts of the country or being unwilling to relocate to the strategic locations, housing shortages and loss of or inability to recruit key employees, This could result in adverse impact to the available workforce, damage to or destruction of inventory, inability to manufacture and deliver solutions, cancellation of orders, and breaches of customer contracts leading to reduced revenue.

Our R&D, manufacturing and distribution operations involve the use of hazardous substances and are regulated under international, federal, state and local laws governing health and safety and the environment.

We are also regulated under a number of international, federal, state and local laws regarding recycling, product packaging and product content requirements.

We apply strict standards for protection of the environment and occupational health and safety inside and outside the United States, even where not subject to regulation imposed by foreign governments.

We believe that our properties and operations at our facilities

comply in all material respects with applicable environmental and occupational health and safety laws.

In spite of these efforts, no assurance can be given that we will be compliant with all applicable environmental and workplace health and safety laws and regulations and violations could result in civil or criminal sanctions, fines and penalties.

| • | the impact of global pandemics, such as COVID-19; |

| | |

Any successful opposition

Changes in tax laws, such as tax reform in the United States or changes in

If such a disruption were to occur, we could breach our agreements, our reputation could be harmed and our business and operating results could be adversely affected.

These regulations are

Section 203 provides that, subject to limited exceptions, persons that acquire, or are affiliated with a person that acquires, more than 15 percent of the outstanding voting stock of a Delaware corporation (an "interested stockholder") shall not engage in any business combination

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 solution and service introductions, the ability of our 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 political or economic instability, [added: increased trade tension] and [added: tightening of export control regulations, impact of pandemic conditions such as the novel coronavirus ("COVID-19"), the impact of volatile weather caused by environmental conditions such as climate change, 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 but not limited to those risks and uncertainties discussed in Part II Item 1A and elsewhere in this [added: Annual Report on] Form 10-K.

Prior period segment results were revised to conform to the [added: current] presentation.

As a [removed: result, Keysight has three segments:] [added: result of this organizational change, we now have two reportable operating segments, the] Communications Solutions [removed: Group, Electronic Industrial Solutions] Group and [removed: Ixia] [added: the Electronic Industrial] Solutions Group.

As a [removed: result, beginning with our first quarter] [added: result] of [removed: fiscal 2020,] [added: this organizational change,] we [removed: will] [added: now] have two reportable operating segments, [added: the] Communications Solutions Group [removed: (“CSG”)] and [added: the] Electronic Industrial Solutions [removed: Group (“EISG”).][added: Group.]

*Years ended October 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017*][added: 2018*]

Total orders for [removed: the year ended October 31,] 2019 were $4,441 million, an increase of 9 percent when compared to 2018.

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

Orders associated with acquisitions and divestitures had a net neutral impact on the order growth for [removed: the year ended October 31,] 2019 when compared to 2018.

Total orders for [removed: the year ended October 31, 2018] [added: 2020] were [removed: $4,082] [added: $4,528] million, an increase of [removed: 20] [added: 2] percent when compared to [removed: 2017.][added: 2019.]

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

Orders associated with acquisitions [removed: accounted for 7 percentage points of] [added: contributed 1 percent to the] order growth for [removed: the year ended October 31, 2018] [added: 2020] when compared to [removed: 2017.][added: 2019.]

[removed: Net revenue] [added: Revenue] of $4,303 million for [removed: the year ended October 31,] 2019 increased 11 percent when compared to 2018.

Revenue associated with acquisitions and divestitures had a net neutral impact on the revenue growth for [removed: the year ended October 31,] 2019 when compared to 2018.

[removed: The Communications Solutions Group led overall revenue growth with strong growth in the commercial communications market, complemented by growth] [added: Revenue grew] in [added: both] the [removed: Ixia] [added: Communications] Solutions Group and the Electronic Industrial Solutions [removed: Group.][added: Group, with commercial communications leading the growth.]

Revenue from the Communications Solutions [removed: Group, Electronic Industrial Solutions] Group and [removed: Ixia] [added: the Electronic Industrial] Solutions Group represented approximately [removed: 63 percent, 26] [added: 74] percent and [removed: 11 percent] [added: 26 percent,] respectively, of [removed: the] total revenue for [removed: the year ended October 31,] 2019.

Revenue from the Communications Solutions [removed: Group, Electronic Industrial Solutions] Group and [removed: Ixia] [added: the Electronic Industrial] Solutions Group represented approximately [removed: 62 percent, 27 percent and 11 percent, respectively, of the total revenue for the year ended October 31, 2018 and approximately 65 percent, 29] [added: 74] percent and [removed: 6] [added: 26] percent, respectively, of [removed: the] total revenue for [removed: the year ended October 31, 2017.][added: 2020.]

Net income was [removed: $621] [added: $627] million in [removed: 2019] [added: 2020] compared to net income of [removed: $165] [added: $621] million and [removed: $102] [added: $165] million in [removed: 2018] [added: 2019] and [removed: 2017,] [added: 2018,] respectively.

The increase in net income for [removed: the year ended October 31,] 2019 when compared to 2018 was driven by a [removed: significant] non-recurring goodwill impairment charge in 2018, higher revenue volume, highly differentiated solutions, favorable mix, and lower acquisition and integration costs, partially offset by a favorable income tax benefit in the prior period from [removed: new] U.S. tax [removed: legislation] [added: legislation,] and higher [removed: research and development] [added: R&D] investments in leading-edge technologies and key growth opportunities in our end markets.

In [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017,] [added: 2018,] we generated operating cash flows of [removed: $998] [added: $1,016] million, [removed: $555] [added: $998] million and [removed: $328] [added: $555] million, respectively.

In [removed: 2019, 2018] [added: 2019] and [removed: 2017,] [added: 2018,] we recognized operating expenses of $3 [removed: million, $97] million and [removed: $18] [added: $7] million, respectively, [removed: offset by income] [added: net] of [removed: $3 million, $90] [added: expected insurance recoveries, and received insurance proceeds of $22] million and [removed: $2] [added: $68] million, [removed: respectively, for expected insurance recoveries.][added: respectively.]

Our strategy of bringing [added: first-to-market] solutions [removed: to market] that help customers develop new technologies and accelerate innovation provides a platform for long-term growth.

We expect [added: our customers] to continue to [removed: see our customers] make R&D investments in certain next-generation technologies.

We are still in the early market stages for [removed: these] emerging technologies, such as 5G, next-generation automotive, internet of things ("IoT") and defense modernization and expect technology investments to continue.

We continue to closely monitor the current macro environment related to trade, tariffs, monetary and fiscal [removed: policies.][added: policies, as well as pandemics or epidemics, such as the recent COVID-19 outbreak.]

We have complied and will continue to comply with recent U.S. Department of Commerce export control [removed: regulations regarding China.][added: regulations.]

Our revenues, [added: costs and] expenses, and monetary assets and liabilities are exposed to changes in foreign currency exchange rates as a result of our global operating and financing activities.

Our hedging program is designed to hedge [added: short-term] currency movements [added: based] on a [removed: relatively short-term basis] [added: rolling period] of up to twelve [removed: months in advance.][added: months.]

Results from Operations - Years ended October 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017][added: 2018]

[removed: Net Revenue][added: Revenue]

[added: *Revenue recognition.*] Revenue is recognized upon transfer of control of the promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services.

[removed: Cancellations] [added: Returns] are recorded in the period received from the customer and historically have not been material.

| | Year Ended October 31, | | | | | | | | | | | | [removed: 2019] [added: 2020] over [removed: 2018] [added: 2019] % Change | | [removed: 2018] [added: 2019] over [removed: 2017] [added: 2018] % Change |

| | [removed: 2019] [added: 2020] | | | | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | | | | | |

| [removed: Net revenue:] [added: Revenue:] | | | | | | | | | | | | | | | |

| Products | $ | [removed: 3,554] [added: 3,432] | | | $ | [removed: 3,229] [added: 3,554] | | | $ | [removed: 2,664] [added: 3,229] | | | [removed: 10%] [added: (3)%] | | [removed: 21%] [added: 10%] |

| Services and other | [removed: 749] [added: 789] | | | | [removed: 649] [added: 749] | | | | [removed: 525] [added: 649] | | | | [removed: 15%] [added: 5%] | | [removed: 24%] [added: 15%] |

| Total [removed: net] revenue | $ | [removed: 4,303] [added: 4,221] | | | $ | [removed: 3,878] [added: 4,303] | | | $ | [removed: 3,189] [added: 3,878] | | | [removed: 11%] [added: (2)%] | | [removed: 22%] [added: 11%] |

| | Year Ended October 31, | | | | | | | | | [removed: 2019] [added: 2020] over [removed: 2018] [added: 2019] % Change | | [removed: 2018] [added: 2019] over [removed: 2017] [added: 2018] % Change |

| | [removed: 2019] [added: 2020] | | | [removed: 2018] [added: 2019] | | | [removed: 2017] [added: 2018] | | | | | |

Our fiscal year end is October 31.

Unless otherwise stated, all years and dates refer to our fiscal year.

We completed an organizational change in 2020 to manage our former Ixia Solutions Group within our Communications Solutions Group to enable us to create improved go-to market and product development alignment as well as accelerate solution synergies as new technologies emerge.

*Impact of COVID-19 pandemic and outlook*

In March 2020, the World Health Organization declared COVID-19 as a global pandemic.

In response to the rapid global spread of the virus, national, state, and local governments issued orders and recommendations to attempt to reduce the further spread of the disease.

Such orders included movement control and shelter-in-place orders, travel restrictions, limitations on public gatherings, school closures, social distancing requirements and the closure of all but critical and essential services and infrastructure.

In response to these measures and to protect the health and safety of our employees, we temporarily closed our locations globally, including our production and order fulfillment facilities, asked all employees who can work from home to do so for the foreseeable future, made substantial changes to employee travel policies, and canceled training and marketing events or moved them to a virtual format.

Our customers, suppliers and vendors have been subject to these restrictions and orders and have been similarly impacted.

Fluctuation in infection rates in the regions in which we operate have resulted in periodic changes in restrictions that vary from region to region and require vigilant attention and rapid response to new or reinstated restrictions.

Working with local governments and health officials to implement health and safety measures at all of our locations, we have re-opened many sites worldwide and significantly ramped our production and services operations, despite the ongoing broader industry supply chain challenges.

We have restarted on-site operations using only employees who are not able to work effectively from home and where doing so is in compliance with local regulations and our COVID-19 safety procedures.

We continue to make significant investment in research and development ("R&D") and have taken necessary steps to sustain employee productivity and deliver on our customer commitments, particularly those who provide essential services, and support the communities in which we operate around the world.

Also, given the uncertainty of the duration or severity of the pandemic, we took proactive measures to reduce costs and preserve liquidity, while supporting our customers and advancing key projects.

These measures included a temporary hiring freeze and a reduction in other discretionary spending, along with reductions in variable compensation and outsourced manufacturing costs enabled by our flexible cost structure.

Our revenue for 2020 was lower when compared to 2019 due to site closures and supply chain disruptions resulting from the temporary shutdown of our production facilities related to the COVID-19 pandemic.

The impact of lower revenue on gross margin and operating margin was more than offset by favorable mix and lower discretionary spending as a result of our mitigation efforts.

We continue to see steady demand across several end markets, with on-going investment in next-generation technologies, such as 5G, 400G and advanced semiconductor node processes, while demand decreased in other markets, such as automotive and energy.

While we expect ongoing COVID-19 demand and supply chain headwinds over the next few quarters, we remain confident in our long-term secular market growth trends and the strength of our operating model.

For discussion of risks related to COVID-19 on our operations, business results and financial condition, see “Item 1A.

Risk Factors.”

Order growth in Asia Pacific was partially offset by a decline in Europe, while the Americas remained flat.

Revenue of $4,221 million for 2020 decreased 2 percent when compared to 2019.

Revenue associated with acquisitions had a 1 percent favorable impact on revenue for 2020 when compared to 2019.

Revenue for both the Electronic Industrial Solutions Group and the Communications Solutions Group declined year over year due to the impact of site closures and supply chain disruptions related to the COVID-19 pandemic.

The increase in net income for 2020 when compared to 2019 was driven by favorable mix, a decline in variable compensation and a reduction in discretionary spending, partially offset by lower revenue volume due to the impact of site closures and supply chain disruptions as well as higher income tax expense.

In 2020, we recognized an operating gain of $32 million as a result of a final insurance settlement of $37 million for replacement of capital and recovery of expenses associated with the 2017 northern California wildfires.

For the year ended October 31, 2020, revenue declined in the Americas and Europe, partially offset by growth in Asia Pacific, due to the impact of temporary site closures and supply chain disruptions related to the COVID-19 pandemic.

Foreign currency movements had an immaterial impact on the revenue decline for 2020.

For the year ended October 31, 2019, revenue increased in Asia Pacific and the Americas, partially offset by a decline in Europe.

Foreign currency movements had an unfavorable impact of 1 percentage point on the revenue increase for 2019.

Gross margin increased 1 percentage point in 2020 compared to 2019, primarily driven by favorable mix and lower variable compensation, partially offset by lower revenue volume due to the impact of site closures and supply chain disruptions.

Selling, general and administrative expenses decreased 5 percent in 2020 compared to 2019, primarily driven by declines in travel and marketing-related costs due to COVID-19 related restrictions, and variable and other people-related costs, partially offset by incremental costs of acquired businesses.

Other operating expense (income), net for 2020 includes a gain of $32 million due to a final insurance settlement related to damage from the 2017 northern California wildfires.

by lower revenue volume.

The increase in headcount was primarily driven by acquisitions.

We also recognized gains from insurance proceeds of $9 million and $15 million for the years ended October 31, 2020 and 2019, respectively.

| | 2020 | | | | 2019 | | | | 2018 | | |

For 2020, the effective tax rate was 18 percent, which is lower than the U.S. statutory rate primarily due to a higher percentage of earnings in the non-U.S. jurisdictions taxed at lower statutory tax rates.

The increase in the effective tax rate from 2019 to 2020 is primarily due to a one-time rate benefit from a release of tax reserves in 2019 and an increase in 2020 of taxes in non-U.S. jurisdictions due to acquired entity integration offset by a decrease in U.S. taxes on non-U.S. earnings.

In 2019 we completed an organizational change to align our services business with our customer-solutions-oriented, go-to-market strategy as reflected by our Keysight Leadership Model ("KLM").

This change enables us to provide our customers with complete solutions that incorporate both leading product capabilities and the appropriate services and support.

Our services delivery is now fully reflected within the markets served, which is a further catalyst of the growth of our services solutions portfolio.

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

To more effectively and efficiently address customer solution needs across the communications ecosystem as the network transforms, in the first quarter of fiscal 2020, we completed an organizational change to manage our Ixia Solutions Group within our Communications Solutions Group.

We believe this realignment will create improved go-to-market and product development alignment, as well as accelerate solution synergies in 5G as this new technology is deployed globally.

Orders grew across all regions.

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

Foreign currency movements

had a favorable impact of 2 percentage points on the year-over-year comparison.

Revenue associated with acquisitions accounted for 6 percentage points of revenue growth for the year ended October 31, 2018 when compared to 2017.

For the same period, revenue excluding acquisitions and foreign currency movements grew 14% year over year, with growth in all our operating segments and across all our markets.

Ixia Solutions Group revenue for 2017 included activity from the date of acquisition, April 18, 2017, through October 31, 2017.

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.

*Impact of Northern California Wildfires*

During the week of October 8, 2017, wildfires in northern California adversely impacted the Keysight corporate headquarters site in Santa Rosa, CA.

While direct damage to our core facilities was limited, our buildings did experience some smoke and other fire-related impacts.

Keysight is insured for the damage caused by the fire.

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

In 2019 and 2018, we received insurance proceeds of $22 million and $68 million, respectively, which has substantially covered our total fire-related expenses in excess of our $10 million self-insured retention amount.

At October 31, 2019, we had a receivable of $5 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, in 2019 and 2018, we made investments in property, plant and equipment related to fire recovery of $7 million and $27 million, respectively, that are expected to be covered by insurance.

Subsequent to October 31, 2019, we received $37 million of insurance proceeds primarily related to replacement of capital and recovery of fire-related expenses.

These proceeds will result in an other operating gain of approximately $32 million in the first quarter of fiscal 2020.

No additional insurance proceeds or material expenses related to the 2017 northern California wildfires are expected.

*Outlook*

Internally, we are working to improve operational efficiency across all functions.

While short-term uncertainties exist, we remain confident in our strategy and believe we are well-positioned to capture future growth opportunities.

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| | (in millions) | | | | | | | | | | | | | | |

Revenue associated with acquisitions and divestitures had a net neutral impact on revenue growth for the year ended October 31, 2019 when compared to 2018.

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

Revenue associated with acquisitions accounted for 6 percentage points of revenue growth for the year ended October 31, 2018 when compared to

2017.

Currency had a favorable impact of 4 percentage points and 1 percentage point on revenue growth in Europe and Asia Pacific, respectively, for the year ended October 31, 2018.

Our unfilled backlog as of October 31, 2019 reflects the impact of the deferred revenue adjustment related to the adoption of *Accounting Standards Update 2014-09, Revenue From Contracts With Customers* ("ASC 606")*.* See Note 2, "New Accounting Pronouncements," for additional information.

| (in millions) | | | | | | | | | | | | | | | |

Research and development expense increased 23 percent in 2018 compared to 2017, primarily driven by the addition of acquired companies to our cost structure, an increase in variable people-related costs and our continued investment in research and development programs, partially offset by non-recurring acquisition-related compensation expense in 2017.

For further discussion of derivative financial instruments, [removed: refer to] [added: see] Note 14, "Derivatives."

We are exposed to foreign currency exchange rate risks inherent in our sales commitments, anticipated sales, [added: expenses] and assets and liabilities denominated in currencies other than the functional currency of our subsidiaries.

We hedge future cash flows denominated in currencies other than the functional currency using sales and expense forecasts [added: on a rolling period of] up to twelve [removed: months in advance.][added: months.]

This strategy utilizes derivative financial instruments, [removed: including option and] [added: primarily] forward contracts, to hedge certain foreign currency exposures with the intent of offsetting gains and losses that occur on the underlying exposures with gains and losses on the derivative contracts hedging them.

In [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017,] [added: 2018,] approximately [removed: 74 percent,] 76 [added: percent, 74] percent and [removed: 71] [added: 76] percent of our revenues were generated in U.S. dollars.

We [added: also] performed a sensitivity analysis assuming a hypothetical 10 percent adverse movement in foreign exchange rates to the hedging contracts and the underlying exposures described above.

As of October 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] 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: 2019,] [added: 2020,] 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: $33] [added: $18] million.

To the extent that we are required to pay for all, or portions, of an acquisition price in foreign currencies, we may enter into foreign exchange contracts to reduce the risk that currency movements will impact the cost of the transaction.

The unfavorable effects of changes in foreign currency exchange rates, principally as a result of the strength of the U.S. dollar, has an immaterial on our revenue in the year ended October 31, 2020.

We calculate the impact of foreign currency exchange rates movements by applying the actual foreign currency exchange rates in effect during the last month of each quarter to the current year to both the applicable current and prior year periods.

As of October 31, 2019, we had $1.8 billion in principal amount of senior debt outstanding.

The carrying amount of the fixed-rate senior notes was $1.8 billion, and the related fair value based on quoted prices was $1.9 billion.

We generated [removed: $4.3] [added: $4.2] billion, [removed: $3.9] [added: $4.3] billion and [removed: $3.2] [added: $3.9] billion of [removed: net] revenue in [removed: 2019, 2018] [added: fiscal years 2020, 2019] and [removed: 2017,] [added: 2018,] respectively.

[removed: Net revenue,] [added: Revenue,] income from operations and assets by business segment as of and for the fiscal years ended October 31, [removed: 2019, 2018] [added: 2020, 2019] and [removed: 2017] [added: 2018] are provided in Note [removed: 20,] [added: 21,] "Segment Information," to our consolidated financial statements.

We had more than [removed: 17,500] [added: 17,000] direct customers for our solutions and services in fiscal year [removed: 2019] [added: 2020] and [removed: greater than 32,000] [added: approximately 30,000] customers including indirect channels.

No single customer represented 10 percent or more of our [removed: net] revenue.

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

We provide simulation, prototype development and validation solutions for [removed: R&D,] [added: research and development ("R&D"),] high-volume manufacturing test solutions, as well as handheld and other solutions for operational [added: test and] optimization [removed: post-deployment] [added: including user experience] in the field.

| *◦* | [removed: *PathWave, a new] [added: *PathWave] software [removed: platform:*] [added: solutions.*] PathWave software is designed to provide customers with [removed: a breakthrough] design and test [removed: solution] [added: solutions] that accelerates the overall workflow from simulation of early concepts through manufacturing and optimization of deployed systems. PathWave is expected to integrate Keysight’s expanding portfolio of software solutions, including design software, measurement applications and instrument control. It provides an open and flexible development environment with common data formats and a consistent user interface in an open, scalable and predictive platform. The platform is in the early stages of a multi-year development timeline and is designed to be the foundation for many Keysight solutions going forward. |

| ◦ | The breadth of our service offerings enables Keysight to provide customers with complete solutions that incorporate both leading product capabilities and the appropriate services and support. We have expanded and deepened our service offerings [added: beyond a strong foundation of calibration and repair to include customization, consulting and optimization services. Support offerings such as KeysightCare, asset optimization, technology refresh and other value-added services enable us to provide complete customer solutions across a broad set of communications and electronics markets, technologies and industries.] |

| *◦* | *Wireless communication measurement solutions.* We are investing in the development of new wireless communications test solutions to satisfy the commercial communications end market, which is being driven by growth in mobile data, [removed: IoT] [added: Internet of Things ("IoT")] and evolving wireless standards, [removed: particularly] [added: including] 5G. The acquisition of Anite in fiscal 2015 strengthened our wireless software design and test portfolio and expanded our served addressable market. 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 and have been first to market with many 5G solutions. With the acquisition of Prisma Telecom Testing ("Prisma") in fiscal 2019, we enhanced our ability to deliver total solutions to the designers of cellular base stations. |

| ◦ | *Automotive design and measurement solutions.* We are investing in the development of new automotive test solutions to address the rapidly emerging electric, hybrid electric, connected and autonomous vehicle segments. [removed: Over the prior three] [added: In recent] years, we have introduced new solutions covering vehicle intelligence, connectivity, power and security. The Automotive Cybersecurity Program validates the resiliency of connected components of a [removed: vehicle,] [added: vehicle] individually or as an entirely functioning automobile. In addition, security solutions developed by Ixia, acquired in [removed: fiscal] 2017, enables Keysight to deliver extensive security validations of the 4G/5G radio access network (RAN) infrastructure that connects vehicles with the back-end data centers. With the acquisition of ScienLab in fiscal 2017, we significantly enhanced our ability to deliver application-optimized, customer-specific test solutions for the development and production of charging technology and infrastructure, energy storage, battery management systems, inverters and DC/DC converters. |

| *◦* | *Network [removed: Transformation Requires New Solutions.*] [added: transformation requires new solutions.*] Market drivers are leading to a transformation of both wireless and wired network technologies. In particular, the low-latency and high bandwidth requirements [removed: to make] [added: of] 5G [removed: a reality] are transforming the entire network. Our organic investments and acquisitions [removed: to] [added: are helping us] enable the next generation of networks and [removed: beyond is illustrated by the graphic below.] [added: beyond.] We provide both wireless and wired network communications design and test solutions that address all seven layers of the communications stack. In addition, these solutions address customer needs across the entire communications ecosystem, from chipsets to devices to network access and then into the core network, data centers and the cloud. |

[removed: ][added: ]

Our legacy encompasses [added: more than] 80 years of innovation, measurement science expertise and deep customer relationships.

We conduct business annually with [removed: over 32,000] [added: approximately 30,000] customers around the world, including most Fortune 1000 companies [removed: who] [added: that] are developing new electronic technologies, networks, systems, devices and components.

| • | [removed: *Industry-Focused Organization Structure] [added: *Industry-focused organization structure] to [removed: Support Customer Success:*] [added: support customer success.*] In 2016, Keysight transformed the company structure from product-focused divisions to industry-focused solution organizations, enabling closer customer alignment. This allows us to partner closely with market leaders to enable new technologies and provide first-to-market solutions for emerging applications. Our solution-centric industry groups provide end-to-end design, test and optimization solutions driven by customer specifications and timetables. Keysight is viewed as a trusted adviser and partner across industries. |

| *•* | *Technology [removed: Leadership] [added: leadership] as a [removed: Competitive Differentiator.*] [added: competitive differentiator.*] Proprietary software and hardware technologies unavailable [removed: on] [added: in] the commercial market and developed by our [removed: research and development] [added: R&D] technology centers around the world enable many Keysight products to deliver the best design and measurement solution capability available for our customers’ engineering requirements. 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 leading-edge performance and capabilities across the broad portfolio of Keysight instruments. This differentiation enables Keysight to be recognized as a leader in six core measurement platforms: [removed: RF] [added: radio-frequency ("RF")] and [removed: Microwave Design Simulation] [added: microwave design simulation] software, [removed: Network Test, Network Analyzers, Oscilloscopes, Signal Analyzers] [added: network test, network analyzers, oscilloscopes, signal analyzers] and [removed: Signal Sources.] [added: signal sources.] Keysight’s technology leadership supports our strategy to deliver first-to-market solutions for our customers, which in turn enables them to be first to market with their products and gain a competitive advantage. |

| *•* | *Broad [removed: Portfolio] [added: portfolio] of [removed: Solutions] [added: solutions] and [removed: Products] [added: products] to [removed: Address Customer Needs.*] [added: address customer needs.*] Keysight has a broad portfolio of electronic design and test solutions and products, which we continue to expand. Our hardware product portfolio spans many technologies and price points. Products are available in various physical form factors, such as benchtop instruments, handheld units, custom or industry-standard modular formats, and others. We address time and frequency domain applications with [removed: radio-frequency ("RF"),] [added: RF,] microwave, high-speed digital and general instrumentation. We also address network test, [removed: visibility,] [added: visibility] and security applications. In addition, we have a broad portfolio of software solutions and products to enable our customers' success, including electronic design automation ("EDA") software for RF and high-speed digital design, software tools for programming, automation, and data analysis, and a broad range of application-specific software for our instruments. Our PathWave software platform incorporates some of these software elements. Finally, we offer an expanding set of services and support delivered under our KeysightCare offering. Our broad portfolio of solutions and products includes, among others, the following: |

[removed: ][added: ]

| *•* | *Sales [removed: Channel] [added: channel] with [removed: Global Reach.*] [added: global reach.*] We have a comprehensive sales [removed: channel. We have] [added: channel with] experienced management teams and highly technical sales and application engineers in all parts of the world, including a strong local presence in emerging markets. As [removed: a] part of our sales channel strategy, we have [removed: increased] [added: more than doubled] our direct sales [removed: capacity by more than 50% since] [added: force over] the [removed: beginning of fiscal 2017.] [added: past five years, primarily driven by investments and acquisitions.] This global direct channel is focused on selling high performance products and industry solutions to global and geographic accounts. Approximately 75 percent of our business comes from customer interactions with our direct sales organization. In countries with low sales volumes, sales are made through various representatives and channel partners. To ensure broad geographic coverage and further drive growth, we maintain a network of over [removed: 650] [added: 700] channel partners [added: and an e-commerce channel] to complement our direct sales force. |

| • | *Large [removed: Installed Base.* We have a large worldwide] installed [removed: base of equipment because of the] [added: base.* The] breadth of our solutions portfolio and our long history of producing high-performance and high-quality [removed: solutions.] [added: solutions have resulted in our large worldwide installed base of equipment.] This installed base enables a strong and growing services solutions portfolio, which provides a wide range of calibration and repair services, on both a [removed: per incident] [added: per-incident] and contract basis, and provides [added: additional sales] opportunities as loyal customers refresh or upgrade their equipment. |

| • | [removed: *Business Model.*] [added: *Flexible business model.*] Our operating model incorporates a substantial amount of cost structure flexibility with the intent to be materially profitable across 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. |

[removed: Keysight's] [added: The Keysight] Leadership Model (“KLM”) is the company's framework to continuously deliver value to our customers, stockholders and [removed: employees.][added: employees and provides the structure to execute Keysight's strategy.]

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

[added: | • |] Customer Success is the heart of everything we do, embodying our relentless drive to deeply understand our customers challenges and help them achieve positive, sustained outcomes through the application of new insights and the use of Keysight solutions. [added: |]

| • | Market Insight is enabled by our deep customer relationships and focuses our product and solution roadmaps, informs our [removed: merger] [added: mergers] and [removed: acquisition ("M&A")] [added: acquisitions] priorities, and factors into our hiring priorities and talent development plans. Our market insight allows us to move with speed and focus delivering first-to-market solutions that enable customers to address their engineering challenges. |

| • | First-to-Market Solutions is what we strive to deliver to our customers across the industries we serve. By being first-to-market with the right [removed: solutions] [added: solutions,] we enable our customers to also be first-to-market with their products. |

| • | Operational Excellence across all functions is a relentless focus. It allows us to accelerate R&D by developing common technology platforms, maximize margins through cost reductions and supply optimization, implement LEAN+ processes for continuous [removed: improvement] [added: improvement,] and leverage general and administrative spend as the company grows. We believe this focus drives long-term competitive advantage and [removed: growth,] [added: growth] while building customer loyalty. |

| • | Employee Growth is enabled in a dynamic work environment where employees are encouraged to be innovative and act with speed. This environment supports employees throughout their [removed: careers,] [added: careers] with the goal of connecting their passions to business results. |

| • | Keysight Values of [removed: speed] [added: Speed] and [removed: courage, uncompromising integrity, high performance] [added: Courage, Uncompromising Integrity, High Performance, Social Responsibility] and [removed: social responsibility] [added: One Keysight] foster a dynamic and inspiring environment conducive to [added: collaboration,] innovation and experimentation. Our values help us attract and retain top talent and guide how we work with each other and engage with our customers, suppliers and communities. |

Prior period segment results [removed: were] [added: have been] revised to conform to the [added: current] presentation.

As a [removed: result, Keysight has three segments:] [added: result of this organizational change, we now have two reportable operating segments, the] Communications Solutions [removed: Group, Electronic Industrial Solutions] Group and [removed: Ixia] [added: the Electronic Industrial] Solutions Group.

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

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

Growth in mobile data traffic and increasing complexity in semiconductors and components are driving test demand across the communications [removed: market.][added: ecosystem.]

We provide end-to-end solutions for mobile chipsets, connected smart sensors/devices [removed: (IoT),] [added: (i.e., IoT),] wireless base stations, networks, data centers and cloud.

Our leading-edge solutions enable [added: and accelerate] new technology waves, including 5G wireless, Wi-Fi 6, 400G+ telecom and optical test and PCIe Gen5 high speed digital.

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

The NEMs’ customers are communications service providers [added: and enterprises] that deploy and operate the networks and deliver services, [removed: as well as distribute end‑user subscriber devices, including wireless smart phones, tablets and other connected devices.]

[added: To meet their] customers’ demands, NEMs require test and measurement instruments, systems and solutions for the development, production and installation of each optical, electrical and wireless network technology.

The component providers require test and measurement products to verify that the [removed: performance of their] components and modules [added: interoperate properly and that their performance] meets the specifications of their customers.

| • | Expanding our software-centric solutions to meet customer needs and increase recurring revenue |

| ◦ | *Eggplant software test automation.* The Eggplant software test automation platform uses artificial intelligence ("AI") and analytics to automate test creation and test execution and to create an innovative force in the automated test market with next generation software testing technology. Our acquisition of Eggplant in fiscal 2020 extends our core test capabilities in physical layer, communications, and network protocol design and test with intelligent automated test |

capabilities to enable integrated performance and user experience testing of our customers' solutions across multiple industry verticals.

The acquisition brings together two complementary companies to enable bi-directional leverage of measurement technologies and increased solution differentiation in the expanded offering.

| ◦ | *Subscription-based business models.* Significant portions of Keysight’s broad software portfolio are sold to customers on a one-time basis, granting the customer a license to use the software in perpetuity. We are in the process of adding subscription-based purchasing alternatives to more of our software, in some cases phasing out perpetual access and in some cases of new product offerings, never offering perpetual terms, in order to provide customers with regular updates and predictable expense outlays, while increasing our stream of recurring revenues. Services components of our solutions such as KeysightCare are also increasingly provided on a subscription basis as part of this strategy. |

| ◦ | *Quantum computing.* Quantum Science is a field of physics and engineering research that harnesses the unique characteristics of quantum mechanics to provide breakthrough, revolutionary advances in the areas of computing, communications and sensing. These three areas represent an emerging growth opportunity for Keysight. We are investing in the development of advanced real time control systems to establish and sustain the quantum state of *qubits*, the building blocks of quantum computing systems. We made investments in fiscal 2020 to expand our software offerings related to quantum computing. |

We completed an organizational change in the first quarter of fiscal 2020 to manage our former Ixia Solutions Group within our Communications Solutions Group to enable us to create improved go-to market and product development alignment as well as accelerate solution synergies as new technologies emerge.

The group's solutions consist of electronic design and test software, electronic measurement instruments, systems and related services.

These solutions are used in the simulation, design, validation, manufacturing, installation and optimization of electronic equipment and networks.

as well as distribute end‑user subscriber devices such as wireless smart phones, tablets and other connected devices.

We do not manufacture or sell weapons or munitions nor components therein.

A small percentage of our revenue is from solutions with specific features or software “tailor-made” for our defense customers.

In fiscal 2020, “tailor-made” defense revenue represented less than 5 percent of our total revenue.

Our technology-specific application test solutions include data center, routing and switching, Software Defined Networking ("SDN"), security and encryption.

We also test network applications and services including voice, video and wireless technologies such as 4G and 5G as well as Wi-Fi.

Keysight's network visibility solutions provide real-time, end-to-end visibility, insight and security for physical, virtual and cloud-based software defined networks.

Our comprehensive network visibility platform, proprietary software, and advanced processing technologies enable additional intelligence and functionality.

systems.

These products and systems range from passive components that require basic electrical measurements through complex networks and data centers that require integrated measurement solutions to optimize reliability, performance and security.

With our 2020 acquisition of Eggplant, a leading software test automation company, we now have the ability to provide automated software test capabilities that include AI and machine learning to automatically identify, build and execute tests most critical to digital business success and a strong customer experience.

Our market-leading Eggplant software test automation has pioneered the concept of intelligent test automation by integrating AI-powered testing that identifies and build tests automatically.

This has reduced the time-to-market of solutions by reducing the time taken for test.

Our test automation can analyze and control applications and websites through the user interface in the same way a user would interact and this has extended Keysight’s capabilities into the application layer and user experience.

Our solutions are agnostic across devices and software platforms and are widely used across various industries, including aerospace and defense, healthcare, automotive, networking, retail, e-commerce and the financial sector.

Customer demand is fulfilled by trained technicians and engineers through regional service centers located in close proximity to customers at 68 Keysight service locations in 34 countries.

Our global presence with localized service proximity is an important factor in sustaining our customers’ equipment uptime and utilization requirements.

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Our automotive customers

No single customer represented 10 percent or more of the group's revenue.

Our significant technology development centers are in California, Colorado and Georgia in the United States and in Romania, Malaysia, India, China and Spain.

Human Capital

We have a diverse, inclusive and respectful work environment, where employees enjoy challenging assignments, development opportunities, competitive salaries, and a safe workplace.

As of October 31, 2020, we had approximately 13,900 employees worldwide representing more than 80 self-identified nationalities working across approximately 30 countries.

As of October 31, 2019, we had approximately 13,600 employees worldwide.

| • | Expanding our software portfolio |

beyond a strong foundation of calibration and repair to include customization, consulting, and optimization services.

Support offerings such as KeysightCare, asset optimization, technology refresh and other value-added services enable us to provide complete customer solutions across a broad set of communications and electronics markets, technologies and industries.

KLM provides the structure to execute Keysight's strategy.


In 2019 we completed an organizational change to align our services business with our customer-solutions-oriented, go-to-market strategy as reflected by our Keysight Leadership Model ("KLM").

This change was made to fully reflect our services delivery within the markets served and further enable the growth of our services solutions portfolio.

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

This business generated revenue of $2.7 billion in fiscal 2019, $2.4 billion in fiscal 2018 and $2.1 billion in fiscal 2017.

To meet their

Wireless device manufacturers require design and test solutions that enable technology development that conforms to the latest standards.

These designs include a wide range of products

capability.

Ixia Solutions Group

The Ixia Solutions Group helps customers design, validate and optimize the performance and security resilience of their networks and associated components and applications both pre and post go live.

Network test, network visibility and security solutions help organizations and their customers strengthen their physical and virtual networks.

The group’s solutions consist of software applications and services, including warranty and maintenance offerings, and high-performance hardware platforms.

The Ixia Solutions Group revenues in fiscal 2019 and 2018 are not comparable with fiscal 2017, which only includes activity from the date of acquisition, April 18, 2017, through October 31, 2017.

Ixia Solutions Group Markets

*Network Test*

We market our network test solutions and services to network equipment manufacturers, service providers, enterprises and governments worldwide.

Our network test customers use our solutions to evaluate the performance of their equipment and networks primarily during the design, manufacturing and pre-deployment stages.

Our technology-specific application test solutions are targeted at a wide range of critical performance and conformance requirements across various protocols, interfaces and types of devices.

These include data center, routing and switching, Software Defined Networking ("SDN"), security, encryption and applications, services like voice, video and wireless technologies including 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 security 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 operate in various virtual environments.

*Network Visibility*

We market our network visibility solutions to network equipment manufacturers, service providers, enterprises and governments worldwide.

Our comprehensive network visibility platform ranges from network test access points to high-density, high-availability, cutting edge solutions designed for large and complex data centers and networks.

Our proprietary software includes patented filtering and content handling technology that ensures each monitoring tool gets exactly the right data needed for analysis, all powered by an easy to use, drag-and-drop management system.

Our advanced processing technologies enable additional intelligence and functionality, including de-duplication, packet slicing, time-stamping, real-time application and threat data, network flow, and session aware mobility load balancing.

Ixia Solutions Group Customers

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

These customers seek to optimize networks and data centers in order to accelerate, secure and scale the delivery of their services.

NEMs, including chipset providers, deliver voice, video, and data and service infrastructure equipment to customer network operators, service providers and network users.

[removed: There] [added: Although there] are no matters pending that we currently believe are reasonably possible of having a material impact to our business, consolidated financial condition, results of operations or cash [removed: flows.][added: flows, the outcome of litigation is inherently uncertain and the outcome is difficult to predict.]

An adverse outcome in any outstanding lawsuit or proceeding could result in significant monetary damages or injunctive relief.

If adverse results are above management’s expectations or are unforeseen, management may not have accrued for the liability, which could impact our results in a financial period.

For the fiscal year ended October 31, [removed: 2019][added: 2020]

| Large accelerated filer | ☒ | | Accelerated filer [removed: ☐] | [added: ☐] |

The aggregate market value of common equity held by non-affiliates as of April 30, [removed: 2019] [added: 2020] was approximately [removed: $11] [added: $13] 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: 16, 2019,] [added: 11, 2020,] there were [removed: 188,447,566] [added: 186,094,056] 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: 19, 2020] [added: 18, 2021] and to be filed pursuant to Regulation 14A within 120 days after registrant's fiscal year ended October 31, [removed: 2019] [added: 2020] are incorporated by reference into Part III of this Report. | | III |

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| [Item [removed: 6](#s28A7945842FC5F269AD9EE6497189893)] [added: 6](#sCA14028ADA9B504FADD148568784E328)] | [Selected Financial [removed: Data](#s28A7945842FC5F269AD9EE6497189893)] [added: Data](#sCA14028ADA9B504FADD148568784E328)] | [removed: [30](#s28A7945842FC5F269AD9EE6497189893)] [added: [32](#sCA14028ADA9B504FADD148568784E328)] |

| [Item [removed: 7](#s0A032509196A53C494071562B5AC81D5)] [added: 7](#sCB3A2E02C64557F693DAA0C1EE682666)] | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#s0A032509196A53C494071562B5AC81D5)] [added: Operations](#sCB3A2E02C64557F693DAA0C1EE682666)] | [removed: [31](#s0A032509196A53C494071562B5AC81D5)] [added: [33](#sCB3A2E02C64557F693DAA0C1EE682666)] |

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| [Item [removed: 8](#sD854DD5187325965833D8092FAB35C3F)] [added: 8](#s8D5A6DF053FD542ABC67820EAA358049)] | [Financial Statements and Supplementary [removed: Data](#sD854DD5187325965833D8092FAB35C3F)] [added: Data](#s8D5A6DF053FD542ABC67820EAA358049)] | [removed: [49](#sD854DD5187325965833D8092FAB35C3F)] [added: [50](#s8D5A6DF053FD542ABC67820EAA358049)] |

| [Item [removed: 9](#sE112A98709A6565586A7C0DE219FAF18)] [added: 9](#sAD2390D36F3252DEA160232FDFF6DFD4)] | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#sE112A98709A6565586A7C0DE219FAF18)] [added: Disclosure](#sAD2390D36F3252DEA160232FDFF6DFD4)] | [removed: [103](#sE112A98709A6565586A7C0DE219FAF18)] [added: [99](#sAD2390D36F3252DEA160232FDFF6DFD4)] |

| [Item [removed: 9A](#s505E95E775445516BF9B2876D4C131E7)] [added: 9A](#s684606D99B7257F3ACC626491689E296)] | [Controls and [removed: Procedures](#s505E95E775445516BF9B2876D4C131E7)] [added: Procedures](#s684606D99B7257F3ACC626491689E296)] | [removed: [103](#s505E95E775445516BF9B2876D4C131E7)] [added: [99](#s684606D99B7257F3ACC626491689E296)] |

| [Item [removed: 9B](#sB8DEC8E1814D5F7B997F30357DC5C3C5)] [added: 9B](#sCF1553E5C6D2556981853BA5737D63C2)] | [Other [removed: Information](#sB8DEC8E1814D5F7B997F30357DC5C3C5)] [added: Information](#sCF1553E5C6D2556981853BA5737D63C2)] | [removed: [103](#sB8DEC8E1814D5F7B997F30357DC5C3C5)] [added: [99](#sCF1553E5C6D2556981853BA5737D63C2)] |

| [PART [removed: III](#s455B172A1FEB5E89BD8750FD6F4BFEF7)] [added: III](#s95574D60FF9B5B87BAD8268B6515B76A)] | | |

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| [Item [removed: 15](#s655390CA7A2B50D588E169EEF9511226)] [added: 15](#sE8A546B279D0579BB07BD9A0F29D296B)] | [Exhibits, Financial Statement [removed: Schedules](#s655390CA7A2B50D588E169EEF9511226)] [added: Schedules](#sE8A546B279D0579BB07BD9A0F29D296B)] | [removed: [105](#s655390CA7A2B50D588E169EEF9511226)] [added: [101](#sE8A546B279D0579BB07BD9A0F29D296B)] |

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 solution and service introductions, the ability of our 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 political or economic instability, [removed: and our] [added: increased trade tension] and [added: tightening of export control regulations, impact of pandemic conditions such as] the [removed: combined group's] [added: novel coronavirus ("COVID-19"), the impact of volatile weather caused by environmental conditions such as climate change, and our] estimated or anticipated future results of operations, [removed: that] [added: which] involve risks and uncertainties.

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

| [PART I](#s40FDA6F15D9356E686FA4C40510BBE39) | | |

| [Item 1](#s40FDA6F15D9356E686FA4C40510BBE39) | [Business](#s6C742AD389555D73B0C993A5E1BE390A) | [3](#s6C742AD389555D73B0C993A5E1BE390A) |

| [PART II](#s68BBD0808DE3548BB3BF4FFA75F2E4F9) | | |

| [PART IV](#sFE8C1BBA854B5A9397BABA41A0258527) | | |

| [PART I](#sC3F5E9E67D315624B97688A8FAFAB207) | | |

| [Item 1](#sC3F5E9E67D315624B97688A8FAFAB207) | [Business](#sE0FDED96DEF35353BF1ABB880EB0F311) | [3](#sE0FDED96DEF35353BF1ABB880EB0F311) |

| [PART II](#s7A698328E4AF5793927C99D0242649A0) | | |

| [PART IV](#s67DF7E34DFEC51148A0D26479A24255D) | | |

We own or lease [removed: a total of approximately 134] [added: 140] operating facilities located throughout the world that handle manufacturing production, research and [removed: development,] [added: development ("R&D"),] administration, assembly, sales, quality, assurance testing, distribution and packaging of our products.

As of October 31, [removed: 2019,] [added: 2020,] we own or lease approximately 6.2 million square feet of space worldwide, of which we own approximately [removed: 4.1] [added: 4.0] million square feet and lease [removed: 2.1] [added: 2.2] million square feet.

Our sales facilities occupy a total of approximately [removed: 0.3] [added: 0.4] million square feet.

Our manufacturing plants, R&D facilities and warehouse and administrative facilities occupy approximately [removed: 5.9] [added: 5.8] million square feet.

There were [removed: 19,924] [added: 18,958] shareholders of record of Keysight common stock as of December [removed: 16, 2019.][added: 11, 2020.]

All decisions regarding the declaration and payment of dividends and stock repurchases are at the discretion of our [removed: Board] [added: board] of [removed: Directors] [added: 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 [removed: Board] [added: board of directors] 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 [removed: for the 2020 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 [removed: date;] [added: date,] of its equity securities registered pursuant to Section 12 of the Exchange Act during the [removed: quarterly period] [added: fiscal quarter] ended October 31, [removed: 2019.][added: 2020.]

The total number of shares of common stock purchased by the company during the fiscal year ended October 31, [removed: 2019] [added: 2020] is [removed: 2,093,570 shares.][added: 4,274,366 shares, nearly exhausting our $500 million share repurchase authorization from May 2019.]

| (1) | On May 29, 2019, [removed: the Board] [added: our board] of [removed: Directors] [added: directors] approved a [removed: new] stock repurchase program authorizing the purchase of up to $500 million of the company’s common stock, replacing a previously approved 2018 program authorizing the purchase of up to $350 million of the company’s common [removed: stock,] [added: stock. On November 18, 2020, our board] of [removed: which $160] [added: directors approved a new stock repurchase program authorizing the purchase of up to $750] million [removed: remained. Under] [added: of] the [removed: new] [added: company’s common stock. Under our stock repurchase] 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. All such shares and related costs are held as treasury stock and accounted for at trade date using the cost method. |

| August 1, 2020 through August 31, 2020 | | 1,026,700 | | | $97.37 | | 1,026,700 | | | $ | 115,417,258 | |

| September 1, 2020 through September 30, 2020 | | 1,200,500 | | | $95.81 | | 1,200,500 | | | $ | 398,889 | |

| October 1, 2020 through October 31, 2020 | | — | | | — | | — | | | $ | 398,889 | |

| Total | | 2,227,200 | | | | | 2,227,200 | | | | | |

| August 1, 2019 through August 31, 2019 | | 51,900 | | | $95.67 | | 51,900 | | | $ | 435,049,814 | |

| September 1, 2019 through September 30, 2019 | | 151,000 | | | $98.83 | | 151,000 | | | $ | 420,126,205 | |

| October 1, 2019 through October 31, 2019 | | 100,250 | | | $98.79 | | 100,250 | | | $ | 410,222,249 | |

| Total | | 303,150 | | | | | 303,150 | | | | | |

The following table presents the selected consolidated financial [removed: data, which] [added: data and] should be read in conjunction with our consolidated financial statements and related notes and Management's Discussion and Analysis of Financial Condition and Results of Operations included elsewhere in this [added: Annual Report on] Form 10-K.

We derived the selected financial data as of October 31, [removed: 2019] [added: 2020] and for each of the fiscal years in the three-year period ended October 31, [removed: 2019] [added: 2020] from our audited consolidated financial statements included elsewhere in this [added: Annual Report on] Form 10-K.

We derived the selected financial data as of October 31, [removed: 2016] [added: 2018, 2017] and [removed: October 31, 2015] [added: 2016] from audited consolidated financial statements that are not included in this [added: Annual Report on] Form 10-K.

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

| | [removed: 2019] [added: 2020(a)(b)] | | | | [removed: 2018] [added: 2019(a)] | | | | [removed: 2017] [added: 2018] | | | | [removed: 2016] [added: 2017] | | | | [removed: 2015] [added: 2016] | | |

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

| [removed: Net revenue] [added: Revenue] | $ | [removed: 4,303] [added: 4,221] | | | $ | [removed: 3,878] [added: 4,303] | | | $ | [removed: 3,189] [added: 3,878] | | | $ | [removed: 2,918] [added: 3,189] | | | $ | [removed: 2,856] [added: 2,918] | |

| Income (loss) before taxes | $ | [removed: 715] [added: 761] | | | $ | [removed: (411] [added: 715] | [removed: )] | | $ | [removed: 179] [added: (411] | [added: )] | | $ | [removed: 366] [added: 179] | | | $ | [removed: 388] [added: 366] | |

| Net income | $ | [removed: 621] [added: 627] | | | $ | [removed: 165] [added: 621] | | | $ | [removed: 102] [added: 165] | | | $ | [removed: 335] [added: 102] | | | $ | [removed: 513] [added: 335] | |

| Basic | $ | [removed: 3.31] [added: 3.35] | | | $ | [removed: 0.88] [added: 3.31] | | | $ | [removed: 0.57] [added: 0.88] | | | $ | [removed: 1.97] [added: 0.57] | | | $ | [removed: 3.04] [added: 1.97] | |

| Diluted | $ | [removed: 3.25] [added: 3.31] | | | $ | [removed: 0.86] [added: 3.25] | | | $ | [removed: 0.56] [added: 0.86] | | | $ | [removed: 1.95] [added: 0.56] | | | $ | [removed: 3.00] [added: 1.95] | |

| Basic | [removed: 188] [added: 187] | | | | [removed: 187] [added: 188] | | | | [removed: 180] [added: 187] | | | | [removed: 170] [added: 180] | | | | [removed: 169] [added: 170] | | |

| Diluted | [removed: 191] [added: 189] | | | | 191 | | | | [removed: 182] [added: 191] | | | | [removed: 172] [added: 182] | | | | [removed: 171] [added: 172] | | |

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

| Cash and cash equivalents | $ | [removed: 1,598] [added: 1,756] | | | $ | [removed: 913] [added: 1,598] | | | $ | [removed: 818] [added: 913] | | | $ | [removed: 783] [added: 818] | | | $ | [removed: 483] [added: 783] | |

| Working capital | $ | [removed: 2,212] [added: 2,293] | | | $ | [removed: 916] [added: 2,212] | | | $ | [removed: 1,358] [added: 916] | | | $ | [removed: 1,210] [added: 1,358] | | | $ | [removed: 893] [added: 1,210] | |

| Total assets | $ | [removed: 6,623] [added: 7,218] | | | $ | [removed: 5,824] [added: 6,623] | | | $ | [removed: 5,933] [added: 5,824] | | | $ | [removed: 3,796] [added: 5,933] | | | $ | [removed: 3,501] [added: 3,796] | |

| Long-term debt | $ | [removed: 1,788] [added: 1,789] | | | $ | [removed: 1,291] [added: 1,788] | | | $ | [removed: 2,038] [added: 1,291] | | | $ | [removed: 1,093] [added: 2,038] | | | $ | [removed: 1,092] [added: 1,093] | |

| Stockholders' equity | $ | [removed: 3,004] [added: 3,297] | | | $ | [removed: 2,433] [added: 3,004] | | | $ | [removed: 2,310] [added: 2,433] | | | $ | [removed: 1,513] [added: 2,310] | | | $ | [removed: 1,302] [added: 1,513] | |

| | 2020(a)(b) | | | | 2019(a) | | | | 2018 | | | | 2017 | | | | 2016 | | |

(a) We adopted the Accounting Standards Codification (“ASC”) Topic 606, *Revenue from Contracts with Customers* (“ASC 606”) on November 1, 2018 using the modified retrospective method with the cumulative effect of initially applying the guidance recognized at the date of adoption.

(b) We adopted the ASC Topic 842,*Leases* (“ASC 842”) on November 1, 2019, using the modified retrospective transition approach with the cumulative effect of initially applying the standard recognized at the date of adoption.

The standard requires substantially all leases to be reported on the balance sheet as right-of-use assets and lease obligations.

See Note 2, "New Accounting Pronouncements."

(a) Fiscal years 2019, 2018 and 2017 financial data includes our acquisition of Ixia on April 18, 2017.

(a) Fiscal years 2019, 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](#s40CC3065EAA25226ACC929127CD9E16B)] [added: Firm](#s72D714EC17AB58C5BDEF1089449E5A8E)] | | [removed: [50](#s40CC3065EAA25226ACC929127CD9E16B)] [added: [51](#s72D714EC17AB58C5BDEF1089449E5A8E)] |

| [Consolidated Statement of Operations for each of the three years in the period ended October 31, [removed: 2019](#sA59160AF0D24514F965272CC3E7076BA)] [added: 2020](#s4B9250086CC857C3A2B9ED5F5C72E358)] | | [removed: [53](#sA59160AF0D24514F965272CC3E7076BA)] [added: [53](#s4B9250086CC857C3A2B9ED5F5C72E358)] |

| [Consolidated Statement of Comprehensive Income for each of the three years in the period ended October 31, [removed: 2019](#sB9DCDCD28B88512889F22F495DE1B2C9)] [added: 2020](#s59F3593F2ADC50CB8675EB3E898569CB)] | | [removed: [54](#sB9DCDCD28B88512889F22F495DE1B2C9)] [added: [54](#s59F3593F2ADC50CB8675EB3E898569CB)] |

| [Consolidated Balance Sheet at October 31, [removed: 2019] [added: 2020] and [removed: 2018](#s71FDACEAAABA548E99C831DD33F98D7C)] [added: 2019](#s57AA27B135AC5A2D87237271DFED6B62)] | | [removed: [55](#s71FDACEAAABA548E99C831DD33F98D7C)] [added: [55](#s57AA27B135AC5A2D87237271DFED6B62)] |

| [Consolidated Statement of Cash Flows for each of the three years in the period ended October 31, [removed: 2019](#s3CB8860D567950DCB196AB135A562FE6)] [added: 2020](#s6C76E8571A3455D2A898FF2056962B26)] | | [removed: [56](#s3CB8860D567950DCB196AB135A562FE6)] [added: [56](#s6C76E8571A3455D2A898FF2056962B26)] |

| [Consolidated Statement of Equity for each of the three years in the period ended October 31, [removed: 2019](#sDD53C6C577825C8298934BE1B615A026)] [added: 2020](#sF3FD73860BC75C6581DDA503B4A5BA30)] | | [removed: [57](#sDD53C6C577825C8298934BE1B615A026)] [added: [57](#sF3FD73860BC75C6581DDA503B4A5BA30)] |

| [Notes to Consolidated Financial [removed: Statements](#s5708E84B4A5A5EA7994C75E9FBAC5C08)] [added: Statements](#s439BBA20DC0459BD8A0C2424D2ADF8FC)] | | [removed: [58](#s5708E84B4A5A5EA7994C75E9FBAC5C08)] [added: [58](#s439BBA20DC0459BD8A0C2424D2ADF8FC)] |

| [Quarterly Summary [removed: (unaudited)](#sCFA155C8BBB950DEB0265DB3B7D1A3EC)] [added: (unaudited)](#s602247B525115746A919605831139F39)] | | [removed: [102](#sCFA155C8BBB950DEB0265DB3B7D1A3EC)] [added: [98](#s602247B525115746A919605831139F39)] |

To the Stockholders and Board of Directors of Keysight Technologies, [removed: Inc.:][added: Inc.]

We have audited the accompanying consolidated balance sheets of Keysight Technologies, Inc. and its subsidiaries (the “Company”) as of October 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] 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, [removed: 2019,] [added: 2020,] 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, [removed: 2019] [added: 2020] 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, [removed: 2019] [added: 2020] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: Framework*] (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of October 31, [removed: 2019] [added: 2020] and [removed: 2018,] [added: 2019,] and the results of its operations and its cash flows for each of the three years in the period ended October 31, [removed: 2019] [added: 2020] 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: 2019,] [added: 2020,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: Framework*] (2013) issued by the COSO.

As discussed in Note 2 to the consolidated financial statements, the Company changed the manner in which it accounts for [removed: pension costs] [added: leases on November 1, 2019] and the manner in which it accounts for revenues from contracts with customers [removed: in 2019.][added: on November 1, 2018.]

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 [removed: 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]

[added: 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.

The critical audit [removed: matters] [added: matter] communicated below [removed: are matters] [added: is a matter] arising from the current period audit of the consolidated financial statements that [removed: were] [added: was] communicated or required to be communicated to the audit committee and that (i) [removed: relate] [added: relates] to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit [removed: matters] [added: matter] below, providing [added: a] separate [removed: opinions] [added: opinion] on the critical audit [removed: matters] [added: matter] or on the accounts or disclosures to which [removed: they relate.][added: it relates.]

Goodwill is assessed for impairment on a reporting unit basis at least annually in the fourth quarter, as of September 30, [added: after the annual update to our long-term financial forecasts during our strategic planning cycle,] or more frequently when events [removed: or] [added: and] circumstances occur indicating that the recorded goodwill may be impaired.

[removed: *Income Tax Reserves - Unrecognized Tax Benefits*][added: | Change in unrecognized tax benefits | 8 | | | | (12 | | ) | | 86 | | |]

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

| | [removed: 2019] [added: 2020] | | | | [removed: 2018] [added: 2019] | | | | [removed: 2017] [added: 2018] | | |

| [removed: Net revenue:] [added: Revenue:] | | | | | | | | | | | |

| Products | $ | [removed: 3,554] [added: 3,432] | | | $ | [removed: 3,229] [added: 3,554] | | | $ | [removed: 2,664] [added: 3,229] | |

| Services and other | [removed: 749] [added: 789] | | | | [removed: 649] [added: 749] | | | | [removed: 525] [added: 649] | | |

| Total [removed: net] revenue | [removed: 4,303] [added: 4,221] | | | | [removed: 3,878] [added: 4,303] | | | | [removed: 3,189] [added: 3,878] | | |

| [removed: Costs] [added: Total costs] and [removed: expenses:] [added: expenses] | [added: 3,456] | | | | [added: 3,592] | | | | [added: 4,272] | | |

| Cost of products | [removed: 1,439] [added: 1,373] | | | | [removed: 1,449] [added: 1,439] | | | | [removed: 1,210] [added: 1,449] | | |

| Cost of services and other | [removed: 330] [added: 315] | | | | [removed: 318] [added: 330] | | | | [removed: 282] [added: 318] | | |

| Total costs | [removed: 1,769] [added: 1,688] | | | | [removed: 1,767] [added: 1,769] | | | | [removed: 1,492] [added: 1,767] | | |

| Research and development | [removed: 688] [added: 715] | | | | [removed: 624] [added: 688] | | | | [removed: 507] [added: 624] | | |

| Selling, general and administrative | [removed: 1,155] [added: 1,097] | | | | [removed: 1,205] [added: 1,155] | | | | [removed: 1,058] [added: 1,205] | | |

| Goodwill impairment | — | | | | [removed: 709] [added: —] | | | | [removed: —] [added: 709] | | |

| Other operating expense (income), net | [removed: (20] [added: (44] | | ) | | [removed: (33] [added: (20] | | ) | | [removed: (16] [added: (33] | | ) |

| Income (loss) from operations | [removed: 711] [added: 765] | | | | [removed: (394] [added: 711] | | [removed: )] | | [removed: 148] [added: (394] | | [added: )] |

| Interest income | [removed: 23] [added: 11] | | | | [removed: 12] [added: 23] | | | | [removed: 7] [added: 12] | | |

| Interest expense | [removed: (80] [added: (78] | | ) | | [removed: (83] [added: (80] | | ) | | [removed: (80] [added: (83] | | ) |

| Other income (expense), net | [removed: 61] [added: 63] | | | | [removed: 54] [added: 61] | | | | [removed: 104] [added: 54] | | |

| Income (loss) before taxes | [removed: 715] [added: 761] | | | | [removed: (411] [added: 715] | | [removed: )] | | [removed: 179] [added: (411] | | [added: )] |

| Provision (benefit) for income taxes | [removed: 94] [added: 134] | | | | [removed: (576] [added: 94] | | [removed: )] | | [removed: 77] [added: (576] | | [added: )] |

*U.S. and Certain Non-U.S. Defined Benefit Plan Obligations*

As described in Notes 1 and 15 to the consolidated financial statements, the Company has defined benefit plan obligations of $848 million and $1,421 million for its U.S. plans and non-U.S. plans, respectively, as of October 31, 2020.

Management remeasures the defined benefit plan obligations at least annually based on present value of future benefit payments to reflect the future benefit costs over the employees' average expected future service to Keysight based on the terms of the plans.

Management estimates the present value of the future payments using actuarial concepts and assumptions.

Two critical assumptions used by management to estimate the defined benefit plan obligation are the discount rate and the expected long-term return on plan assets.

The principal considerations for our determination that performing procedures relating to the Company’s U.S. and certain non-U.S. defined benefit plan obligations is a critical audit matter are (i) the significant judgment by management in determining the present value of the defined benefit plan obligations; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating the significant assumption related to the discount rate used in determining the present value of the defined benefit plan obligations; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures included testing the effectiveness of controls relating to the determination of the present value of the defined benefit plan obligations, including controls over the Company’s methods, significant assumptions, and data.

These procedures also included, among others testing the completeness and accuracy of the underlying data used in the estimate and the involvement of professionals with specialized skill and knowledge to assist in (i) evaluating the appropriateness of the actuarial concepts used to estimate the present value of the defined benefit plan obligations, (ii) developing an independent range of discount rates and (iii) comparing management's selected discount rate to the independently developed range to evaluate the reasonableness of management’s discount rate assumption.

Developing the independent estimate involved developing a range of independent discount rates for each benefit plan based on publicly available market data for high quality corporate bonds.

| Other comprehensive loss | (21 | | ) | | (90 | | ) | | (31 | | ) |

| | 2020 | | | | 2019 | | |

| Operating lease right-of-use assets | 182 | | | | — | | |

| Long-term operating lease liabilities | 149 | | | | — | | |

| Net income | $ | 627 | | | $ | 621 | | | $ | 165 | |

| Gain on insurance proceeds received for damage to property, plant and equipment | (32 | | ) | | — | | | | — | | |

| Insurance proceeds received for damage to property, plant and equipment | 32 | | | | — | | | | — | | |

| Taxes related to net share settlement of equity awards | — | | | — | | | | (18 | | ) | | — | | | — | | | | — | | | | — | | | | (18 | | ) |

| Taxes related to net share settlement of equity awards | — | | | — | | | | (26 | | ) | | — | | | — | | | | — | | | | — | | | | (26 | | ) |

| Taxes related to net share settlement of equity awards | — | | | — | | | | (53 | | ) | | — | | | — | | | | — | | | | — | | | | (53 | | ) |

| Repurchase of common stock | — | | | — | | | | — | | | | (4,274 | ) | | (410 | | ) | | — | | | | — | | | | (410 | | ) |

| Balance as of October 31, 2020 | 195,661 | | | $ | 2 | | | $ | 2,110 | | | (10,732 | ) | | $ | (752 | ) | | $ | 2,536 | | | $ | (599 | ) | | $ | 3,297 | |

Due to the COVID-19 pandemic, there has been uncertainty and disruption in the global economy and our markets.

We are not aware of any specific event or circumstance that would require an update to our estimates or judgments or a revision of the carrying value of our assets or liabilities as of October 31, 2020.

*Revenue recognition*

An observable input is the price of the good or service when it is sold as a separate item in a similar circumstance and to a similar customer as in the contract for which SSPs are being determined.

are recognized in the provision for income taxes.

RSUs.

Our foreign exchange hedging contracts have maturities based on a rolling period of up to twelve months.

*Leases.* We adopted Accounting Standards Codification (“ASC”) Topic 842, *Leases* (“ASC 842”), on November 1, 2019 using the modified retrospective transition approach provided by Accounting Standards Update ("ASU") 2018-11, *Leases: Targeted Improvements*, with the cumulative effect of initially applying the standard recognized at the date of adoption.

For additional information on the leases guidance and the impact of adoption, see Note 2, "New Accounting Pronouncements."

We determine whether an arrangement is a lease at inception.

Operating leases are included in operating lease right-of-use (“ROU”) assets and operating lease liabilities (current and non-current) on our consolidated balance sheet.

Our finance lease and lessor arrangements are immaterial.

ROU assets and lease obligations are recognized based on their present value of the future minimum lease payments over the lease term at commencement date.

As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the lease term and economic environment to discount lease obligations.

ROU assets also include any lease payments made and exclude lease incentives and initial direct costs incurred.

We initially measure payments based on an index by using the applicable rate at lease commencement.

Variable payments that do not depend on an index are not included in the lease liability and are recognized as they are incurred.

See Note 16, "Leases," for more information.

To estimate the present value of these future payments,

*Goodwill Impairment Assessment - Ixia Solutions Group (“ISG”) Reporting Unit*

As described in Notes 1 and 11 to the consolidated financial statements, the Company’s consolidated goodwill balance was $1,209 million as of October 31, 2019, and the goodwill associated with the ISG reportable segment, which only includes the ISG reporting unit, was $407 million.

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

Management determined the fair value of the ISG reporting unit based on the income and market approaches, weighted at 60 and 40 percent, respectively.

With respect to the income approach, the discounted cash flow method was used, which included an eight year future cash flow projection and an estimated terminal value.

As disclosed by management, determining fair value requires the exercise of significant judgment, including judgments about appropriate discount rates, revenue growth rates, and the amount and timing of expected future cash flows.

The principal considerations for our determination that performing procedures relating to the goodwill impairment assessment of the ISG reporting unit is a critical audit matter are there was significant judgment by management when determining the fair value measurement of the ISG reporting unit.

This in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating evidence related to management’s cash flow projections and significant assumptions related to the revenue growth rates and the discount rate.

In addition, the audit effort involved the use of professionals with specialized skill and knowledge to assist in performing these procedures and evaluating the audit evidence obtained from these procedures.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements.

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessment, including controls over the valuation of the Company’s reporting units.

These procedures also included, among others, (i) testing management’s process for developing the fair value estimate, (ii) evaluating the appropriateness of the income approach, (iii) testing the completeness, accuracy, and relevance of underlying data used in the income approach, and (iv) evaluating the significant assumptions used by management, including the revenue growth rates and the discount rate.

Evaluating management’s assumptions related to the revenue growth rates involved evaluating whether the assumptions used by management were reasonable considering (i) the current and past performance of the reporting unit, (ii) the consistency with external market and industry data, and (iii) whether these assumptions were consistent with evidence obtained in other areas of the audit.

Professionals with specialized skill and knowledge were used to assist in the evaluation of the Company’s income approach and certain significant assumptions, including the discount rate.

As described in Note 6 to the consolidated financial statements, as of October 31, 2019, the total amount of gross unrecognized tax benefits was $226 million.

The calculation of the tax liabilities involves dealing with uncertainties in the application of complex tax law and regulations in a multitude of jurisdictions.

Potential liabilities for anticipated tax audit issues are recognized based on management’s estimate of whether, and the extent to which, additional taxes and interest will be due, and

management applies significant judgment in determining whether an uncertain tax position has met the recognition and measurement thresholds.

The principal considerations for our determination that performing procedures relating to unrecognized tax benefits is a critical audit matter are there was significant judgment by management when determining the uncertain tax positions that met the recognition and measurement thresholds, including a high degree of estimation uncertainty relative to the complex tax law and regulations in a multitude of jurisdictions, and the potential for significant adjustments as a result of tax audits.

This in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures to evaluate management’s assessment of the identified uncertain tax positions that met the recognition and measurement thresholds.

These procedures included testing the effectiveness of controls relating to recognition of unrecognized tax benefits.

These procedures also included, among others, (i) testing the information used in the calculation of the liability for unrecognized tax benefits, (ii) testing the calculation of the liability for unrecognized tax benefits by jurisdiction, including management’s assessment of the technical merits of uncertain tax positions, (iii) testing the completeness of management’s assessment of both the identification of uncertain tax positions and possible outcomes of each uncertain tax position, and (iv) evaluating the status and results of tax audits with the relevant tax authorities.

Procedures were also performed to evaluate the reasonableness of management’s assessment of whether tax positions are more-likely-than-not of being sustained and the amount of potential benefit to be realized, and the application of relevant tax laws.

December 18, 2019

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

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

| Total costs and expenses | 3,592 | | | | 4,272 | | | | 3,041 | | |

| Short-term debt | $ | — | | | $ | 499 | |

| Pension curtailment and settlement loss (gain) | 2 | | | | 1 | | | | (69 | | ) |

| Issuance of common stock under public offering | — | | | | — | | | | 444 | | |

| Debt issuance costs | (4 | | ) | | — | | | | (16 | | ) |

| Balance as of October 31, 2016 | 172,287 | | | $ | 2 | | | $ | 1,242 | | | (2,289 | ) | | $ | (62 | ) | | $ | 949 | | | $ | (618 | ) | | $ | 1,513 | |

| Adjustment due to adoption of new accounting standards | — | | | — | | | | — | | | | — | | | — | | | | (10 | | ) | | — | | | | (10 | | ) |

| Public offering of common stock | 13,143 | | | — | | | | 444 | | | | — | | | — | | | | — | | | | — | | | | 444 | | |

| Tax benefits from share-based awards issued | — | | | — | | | | 3 | | | | — | | | — | | | | — | | | | — | | | | 3 | | |

| | |

| --- | --- |

Prior to November 1, 2018, accounts receivable were also recorded net of estimated product returns.

Effective November 1, 2018, we reclassified our allowance for sales returns from accounts receivable, net to other accrued liabilities due to the adoption of ASC 606.

that the company anticipates payment (or receipt) of cash within one year.

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: 2019,] [added: 2020,] 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: 2019,] [added: 2020,] the company's disclosure controls and procedures, as defined by Rule 13a-15(e) under the Exchange Act, were effective and designed to ensure 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: 2019.][added: 2020.]

The effectiveness of our internal control over financial reporting as of October 31, [removed: 2019] [added: 2020] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report [removed: which] [added: that] appears in Item 8 of this Annual Report on Form 10-K.

There were no [removed: other] changes in our internal control over financial reporting during the [removed: year ended October 31, 2019] [added: fourth quarter of fiscal 2020] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Effective November 1, 2018, we adopted *Accounting Standards Update ("ASU") 2014-09, Revenue From Contracts With Customers.* Although the new revenue standard is expected to have an immaterial impact on our ongoing net income, we did implement changes to our processes and control activities related to revenue recognition, including changes to our information systems.

These included the development of new policies based on the five-step model provided in the new revenue standard, new training, ongoing contract review requirements, and gathering of information provided for disclosures.

[removed: Information] [added: The information required under Item 10] regarding our directors will appear under “Proposal No. 1 - Election of Directors” in our Proxy [removed: Statement for the Annual Meeting of Stockholders (“Proxy Statement”).][added: Statement.]

[removed: That portion] [added: Those portions] of the Proxy Statement [removed: is] [added: are] incorporated by reference into this [removed: report.][added: Annual Report on Form 10-K.]

[removed: Information] [added: The information] regarding our executive officers [removed: appears] [added: required under Item 10 will appear] in Item 1 of this [removed: report] [added: Annual Report on Form 10-K] under “Executive Officers of the Registrant.” [removed: Information] [added: The information required under Item 10] regarding our Audit and Finance Committee and our Audit and Finance Committee's financial expert [removed: appears] [added: will appear] under [added: “Committees of the Board of Directors-Audit and Finance Committee” and] “Audit and Finance Committee Report” [removed: and “Board Structure and Compensation”] in our Proxy Statement.

[removed: Information] [added: The information required under Item 10] regarding our code of ethics [removed: (the company's Standards of Business Conduct)] applicable to our principal executive officer, our principal financial officer, our controller and other senior financial officers [added: is contained in our SBC and] appears in Item 1 of this report under “Investor Information.” We will post amendments to or waivers from a provision of the [removed: Standards of Business Conduct] [added: SBC] with respect to those persons on our website at www.investor.keysight.com.

With regard to the information required under Item 10 relating to compliance with Section 16(a) of the Exchange Act, we will provide disclosure of delinquent Section 16(a) reports, if any, in Keysight’s Proxy Statement under “Delinquent Section 16(a) Reports,” and such disclosure, if any, is incorporated herein by reference.

In order for a stockholder proposal to be considered for inclusion in Keysight’s proxy statement for the 2020 annual meeting of stockholders, the written proposal must be received by Keysight no later than December 21, 2019 and should contain such information as is required under Keysight’s Bylaws.

Such proposals will need to comply with the SEC’s regulations regarding the inclusion of stockholder proposals in Keysight sponsored proxy materials.

Information about compliance with Section 16(a) of the Exchange Act appears under “Delinquent Section 16(a) Reports” in the Proxy Statement.

[removed: Information] [added: The Compensation Committee Report and the information] about [removed: compensation of our named executive officers appears] [added: Compensation Committee interlocks and insider participation required] under [removed: “Executive Compensation,”] [added: Item 11, will appear under] “Compensation Committee [added: Report” and “Compensation Committee] Interlocks and Insider [removed: Participation”] [added: Participation,” respectively,] in the Proxy Statement.

Those portions of the Proxy Statement are incorporated by reference into this [removed: report.][added: Annual Report on Form 10-K.]

The information relating to the compensation of our named executive officers and directors required under Item 11 will appear under “Executive Compensation” and “Compensation of Non-Employee Directors” in the Proxy Statement.

Information about compensation of our directors appears under “Director Compensation” and “Compensation Committee Report” and “Stock Ownership Guidelines” in the Proxy Statement.

[removed: Information] [added: The information] about [added: the] security ownership of certain beneficial owners and management [removed: appears] [added: required] under [added: Item 12 will appear under] "Common Stock Ownership of Certain Beneficial Owners and Management" in the Proxy Statement.

That portion of the Proxy Statement is incorporated by reference into this [removed: report.][added: Annual Report on Form 10-K.]

The following table summarizes information about our equity compensation plans as of October 31, [removed: 2019.][added: 2020.]

| Plan Category | Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights [added: (a)] | | | Weighted-average Exercise Price of Outstanding Options, Warrants and [removed: Rights] [added: Right (b)] | | | | Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) [added: (c)] | |

| Equity compensation plans approved by security holders (1)(2)(3) | [removed: 7,612,225] [added: 3,011,600] | | | $ | 28 | | | [removed: 28,104,184] [added: 26,546,070] | |

| (1) | The number of securities remaining available for future issuance in column (c) includes [removed: 20,491,958] [added: 19,863,757] shares of common stock authorized and available for issuance under the Keysight Technologies, Inc. [removed: Employee Stock Purchase Plan ("423(b) Plan").] [added: employee stock purchase plan under Section 423(b) of the Internal Revenue Code ("ESPP").] The number of shares authorized for issuance under the [removed: 423(b) Plan] [added: ESPP] 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 [removed: Board] [added: board] of [removed: Directors.] [added: directors.] Under the terms of the [removed: 423(b) Plan,] [added: ESPP,] in no event shall the aggregate number of shares issued under the [removed: Plan] [added: ESPP] 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 [removed: 423(b) plan] [added: the ESPP] totaling [removed: $26] [added: $27] million as of October 31, [removed: 2019.] [added: 2020.] |

| (2) | We issue securities under our equity compensation plans in forms other than options, warrants or rights. Those are issued under the 2014 [removed: Equity and Incentive Compensation Plan] [added: Stock Plan,] which was originally adopted by [removed: the Board] [added: our board of directors] on July 16, 2014, subsequently amended and restated by [removed: the Board] [added: our board of directors] on September 29, 2014 and January 22, 2015 and became effective as of November 1, [removed: 2014 (the “Effective Date”).] [added: 2014.] The [added: 2014 Stock] Plan was further amended and restated by [removed: the Board] [added: our board of directors] on November 16, 2017. The 2014 [added: Stock] Plan provides for the grant of awards in the form of stock options, stock appreciation rights, restricted stock, restricted stock [removed: units,] [added: units ("RSUs"),] performance shares and performance units with performance-based conditions to vesting or exercisability, and cash awards. The 2014 [added: Stock] Plan has a term of ten years. [added: As of October 31, 2020, 6,682,313 shares were available for future awards under the 2014 Stock Plan.] |

| (3) | We issue securities under our equity compensation plans in forms [removed: which] [added: that] do not require a payment by the recipient to us at the time of exercise or vesting, including restricted stock, [removed: restricted stock units] [added: RSUs] and performance units. Accordingly, the weighted-average exercise price in column (b) does not take these awards into account. |

| Total | 3,011,600 | | | $ | 28 | | | 26,546,070 | |

| Total | 7,612,225 | | | | | | | 28,104,184 | |

[removed: Information] [added: The information] about certain relationships and related transactions [removed: appears] [added: required] under [removed: "Related] [added: Item 13 will appear under “Related] Person [removed: Transaction] [added: Transactions] Policy and [removed: Procedures"] [added: Procedures”] in the Proxy Statement.

[removed: Information about director independence appears] [added: appear] under the heading [removed: "Board Structure and Compensation — Director Independence"] [added: "Director Independence”] in the Proxy Statement.

Each of those portions of the Proxy Statement is incorporated by reference into this [removed: report.][added: Annual Report on Form 10-K.]

Information about director independence required under Item 13 will

[removed: Information] [added: The information] about principal accountant fees and services [removed: as well as] [added: and] related pre-approval policies appears [added: required] under [added: Item 14 will appear under] "Fees Paid to [removed: PricewaterhouseCoopers"] [added: PricewaterhouseCoopers LLP"] and [removed: "Policy on Audit] [added: "Audit] and Finance Committee Preapproval [removed: of Audit and Permissible Non-Audit Services of Independent Registered Auditors"] [added: Policy"] in the Proxy Statement.

Those portions of the Proxy Statement are incorporated by reference into this [removed: report.][added: Annual Report on Form 10-K.]

| (a) | The following documents are filed as part of this [removed: report:] [added: Annual Report on Form 10-K:] |

See Index to Consolidated Financial Statements under Item 8 of this [removed: report.][added: Annual Report on Form 10-K.]

| Tax valuation allowance | | $ | [removed: 79] [added: 240] | | | $ | [removed: 2] [added: 12] | | | $ | [removed: (8] [added: (5] | ) | | $ | [removed: 73] [added: 247] | |

| Tax valuation allowance | | $ | [removed: 38] [added: 79] | | | $ | [removed: 31] [added: 169] | | | $ | [removed: (6] [added: (8] | ) | | $ | [removed: 63] [added: 240] | |

Exhibits are incorporated herein by reference or are filed with this [removed: report] [added: Annual Report on Form 10-K] as indicated below (numbered in accordance with Item 601 of Regulation S-K):

| [removed: 10.9] [added: 10.18] | | | [Form of Keysight Technologies, Inc. [removed: Global] [added: Deferral Election for] Stock [removed: Award Agreement (with deferral alternative)*](http://www.sec.gov/Archives/edgar/data/1601046/000110465914076024/a14-23444_1ex10d2.htm)] [added: Award*](http://www.sec.gov/Archives/edgar/data/1601046/000110465914076024/a14-23444_1ex10d3.htm)] | | 8-K | | 11/3/2014 | | [removed: 10.2] [added: 10.3] | | |

| [removed: 10.10] [added: 10.9] | | | [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: 10.11] [added: 10.10] | | | [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: 10.12] [added: 10.11] | | | [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: 10.13] [added: 10.12] | | | [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: 10.14] [added: 10.13] | | | [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: 10.15] [added: 10.14] | | | [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: 10.16] [added: 10.15] | | | [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: 10.17] [added: 10.16] | | | [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: 10.18] [added: 10.17] | | | [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: 10.20] [added: 10.19] | | | [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: 10.21] [added: 10.20] | | | [Keysight Technologies, Inc. 2015 Performance-based Compensation Plan for covered employees (As Adopted on September 29, 2014)*](http://www.sec.gov/Archives/edgar/data/1601046/000104746915000650/a2222863zdef14a.htm) | | DEF 14A | | 2/6/2015 | | APPENDIX B | | |

| [removed: 10.22] [added: 10.21] | | | [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: 10.23] [added: 10.22] | | | [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: 10.24] [added: 10.23] | | | [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: 10.25] [added: 10.24] | | | [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: 10.26] [added: 10.25] | | | [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: 10.27] [added: 10.26] | | | [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 | | |

| [removed: 10.28] [added: 10.27] | | | [Amended and Restated Credit Agreement, dated February 15, 2017, between Keysight Technologies, Inc. and the Lenders Party Thereto*](http://www.sec.gov/Archives/edgar/data/1601046/000090342317000129/keysight8kex101_0217.htm) | | 8-K | | 2/22/2017 | | 10.1 | | |

| [removed: 10.29] [added: 10.28] | | | [Keysight Technologies, Inc. 2014 Equity and Incentive Compensation Plan (As Amended and Restated on November 16, 2017)*](http://www.sec.gov/Archives/edgar/data/1601046/000114036118005975/formdef14a.htm) | | DEF 14A | | 2/9/2018 | | APPENDIX A | | |

| [removed: 13.4] [added: 23.1] | | | [Consent of Independent Registered Public Accounting [removed: Firm](http://www.sec.gov/Archives/edgar/data/1601046/000160104619000033/keys-10312018xexx231.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/1601046/000160104620000154/keys-10312020xexx231.htm)] | | [removed: 8-K] | | [removed: 6/25/2019] | | [removed: 23.1] | | [added: X] |

| 21.1 | | | [Subsidiaries of Keysight Technologies, [removed: Inc.](https://www.sec.gov/Archives/edgar/data/1601046/000160104619000110/keys-10312019xexx211.htm)] [added: Inc.](https://www.sec.gov/Archives/edgar/data/1601046/000160104620000154/keys-10312020xexx211.htm)] | | | | | | | | X |

| 24.1 | | | [Powers of Attorney. Contained in the signature page of this Annual Report on Form [removed: 10-K.](#s8C2E3D9FAAB458F5867D2923B6DA8685)] [added: 10-K.](#sD28C4A0E994659BF80A6AFCE124DF3CA)] | | | | | | | | 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/1601046/000160104619000110/keys-10312019xexx311.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1601046/000160104620000154/keys-10312020xexx311.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/1601046/000160104619000110/keys-10312019xexx312.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1601046/000160104620000154/keys-10312020xexx312.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/1601046/000160104619000110/keys-10312019xexx321.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1601046/000160104620000154/keys-10312020xexx321.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/1601046/000160104619000110/keys-10312019xexx322.htm)] [added: 2002.](https://www.sec.gov/Archives/edgar/data/1601046/000160104620000154/keys-10312020xexx322.htm)] | | | | | | | | X |