KEYS 10-Q Quarterly Report April 30, 2017

KEYSIGHT TECHNOLOGIES, INC.

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10-Q 1 keys-04302017x10q.htm 10-Q Document

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(MARK ONE)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

FOR THE QUARTERLY PERIOD ENDED APRIL 30, 2017

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

FOR THE TRANSITION PERIOD FROM TO

COMMISSION FILE NUMBER: 001-36334

KEYSIGHT TECHNOLOGIES, INC.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



DELAWARE		46-4254555
(State or other jurisdiction of		(IRS employer
incorporation or organization)		Identification no.)

1400 FOUNTAINGROVE PARKWAY
SANTA ROSA, CALIFORNIA		95403
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (800) 829-4444

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the exchange act.



Large accelerated filer x		Accelerated filer ¨

Non-accelerated filer ¨		Smaller reporting company ¨

(do not check if a smaller reporting company)		Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

The number of shares of common stock outstanding at June 5, 2017 was 185,367,946 .

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KEYSIGHT TECHNOLOGIES, INC.

TABLE OF CONTENTS



			Page Number
Part I.	Financial Information		3
	Item 1.	Condensed Consolidated Financial Statements (Unaudited)	3
		Condensed Consolidated Statement of Operations	3
		Condensed Consolidated Statement of Comprehensive Income	4
		Condensed Consolidated Balance Sheet	5
		Condensed Consolidated Statement of Cash Flows	6
		Notes to Condensed Consolidated Financial Statements	7
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38
	Item 4.	Controls and Procedures	38
Part II.	Other Information		39
	Item 1.	Legal Proceedings	39
	Item 1A.	Risk Factors	39
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	52
	Item 5.	Other Information	52
	Item 6.	Exhibits	52
Signature			53
Exhibit Index			54

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PART I	— FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

KEYSIGHT TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

(in millions, except per share data)

(Unaudited)



	Three Months Ended						Six Months Ended
	April 30,						April 30,
	2017			2016			2017			2016
Net revenue:
Products	$	634		$	613		$	1,240		$	1,219
Services and other	119			118			239			233
Total net revenue	753			731			1,479			1,452
Costs and expenses:
Cost of products	273			263			527			530
Cost of services and other	67			62			135			124
Total costs	340			325			662			654
Research and development	119			108			227			216
Selling, general and administrative	256			207			469			407
Other operating expense (income), net	(4		)	(4		)	(83		)	(18		)
Total costs and expenses	711			636			1,275			1,259
Income from operations	42			95			204			193
Interest income	2			—			3			1
Interest expense	(24		)	(12		)	(36		)	(24		)
Other income (expense), net	2			4			3			1
Income before taxes	22			87			174			171
Provision (benefit) for income taxes	(27		)	(1		)	16			19
Net income	$	49		$	88		$	158		$	152

Net income per share:
Basic	$	0.28		$	0.52		$	0.91		$	0.89
Diluted	$	0.27		$	0.51		$	0.90		$	0.88

Weighted average shares used in computing net income per share:
Basic	177			170			174			171
Diluted	179			172			176			172

The accompanying notes are an integral part of these condensed consolidated financial statements.

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KEYSIGHT TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(in millions)

(Unaudited)



	Three Months Ended						Six Months Ended
	April 30,						April 30,
	2017			2016			2017			2016
Net income	$	49		$	88		$	158		$	152
Other comprehensive income (loss):
Unrealized gain (loss) on investments, net of tax benefit of $1, zero, zero and $1	—			(1		)	4			(7		)
Unrealized gain (loss) on derivative instruments, net of tax benefit (expense) of zero, $1, $(1) and zero	(1		)	(2		)	1			(1		)
Amounts reclassified into earnings related to derivative instruments, net of tax expense of $1, $1, $1 and $2	—			2			1			5
Foreign currency translation, net of tax benefit (expense) of zero	9			56			(15		)	31
Net defined benefit pension cost and post retirement plan costs:
Change in actuarial net loss, net of tax expense of $5, $4, $18 and $10	12			10			40			22
Change in net prior service credit, net of tax benefit of $2, $2, $4 and $5	(4		)	(5		)	(8		)	(8		)
Other comprehensive income (loss)	16			60			23			42
Total comprehensive income	$	65		$	148		$	181		$	194

The accompanying notes are an integral part of these condensed consolidated financial statements.

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KEYSIGHT TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEET

(in millions, except par value and share data)



	April 30, 2017			October 31, 2016
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	983		$	783
Short-term investments	40			—
Accounts receivable, net	518			437
Inventory	585			474
Other current assets	188			160
Total current assets	2,314			1,854
Property, plant and equipment, net	545			512
Goodwill	1,702			736
Other intangible assets, net	918			208
Long-term investments	60			55
Long-term deferred tax assets	345			392
Other assets	130			39
Total assets	$	6,014		$	3,796
LIABILITIES AND EQUITY
Current liabilities:
Short-term borrowings and current portion of long-term debt	$	170		$	—
Accounts payable	180			189
Employee compensation and benefits	212			183
Deferred revenue	235			180
Income and other taxes payable	22			41
Other accrued liabilities	57			51
Total current liabilities	876			644
Long-term debt	2,156			1,093
Retirement and post-retirement benefits	374			405
Long-term deferred revenue	91			72
Other long-term liabilities	345			69
Total liabilities	3,842			2,283
Commitments and contingencies (Note 15)
Total equity:
Stockholders’ equity:
Preferred stock; $0.01 par value; 100 million shares authorized; none issued and outstanding	—			—
Common stock; $0.01 par value; 1 billion shares authorized; 187 million shares at April 30, 2017 and 172 million shares at October 31, 2016 issued	2			2
Treasury stock at cost; 2.3 million shares at April 30, 2017 and at October 31, 2016	(62		)	(62		)
Additional paid-in-capital	1,730			1,242
Retained earnings	1,097			949
Accumulated other comprehensive loss	(595		)	(618		)
Total stockholders' equity	2,172			1,513
Total liabilities and equity	$	6,014		$	3,796

The accompanying notes are an integral part of these condensed consolidated financial statements.

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KEYSIGHT TECHNOLOGIES, INC.

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(in millions)

(Unaudited)



	Six Months Ended
	April 30,
	2017			2016
Cash flows from operating activities:
Net income	$	158		$	152
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	73			67
Share-based compensation	31			29
Excess tax benefit from share-based plans	(2		)	—
Debt issuance expense	9			—
Deferred taxes	(13		)	3
Excess and obsolete inventory related charges	6			11
Gain on sale of land	(8		)	(10		)
Asset impairment	7			—
Other non-cash expenses, net	1			2
Changes in assets and liabilities:
Accounts receivable	10			(3		)
Inventory	(10		)	(11		)
Accounts payable	(17		)	(27		)
Employee compensation and benefits	—			11
Retirement and post-retirement benefits, net	(74		)	(25		)
Income tax payable	(7		)	2
Other assets and liabilities	(13		)	8
Net cash provided by operating activities	151			209

Cash flows from investing activities:
Investments in property, plant and equipment	(33		)	(62		)
Proceeds from sale of land	8			10
Change in restricted cash and cash equivalents, net	1			—
Proceeds from sale of investments	4			—
Acquisition of businesses and intangible assets, net of cash acquired	(1,622		)	(10		)
Net cash used in investing activities	(1,642		)	(62		)

Cash flows from financing activities:
Proceeds from issuance of common stock under employee stock plans	21			24
Proceeds from issuance of common stock under public offering	444			—
Excess tax benefit from share-based plans	2			—
Proceeds from short-term borrowings	170			—
Proceeds from issuance of long-term debt	1,069			—
Payment of debt issuance costs	(16		)	—
Treasury stock repurchases	—			(40		)
Net cash provided by (used in) financing activities	1,690			(16		)

Effect of exchange rate movements	1			6

Net increase in cash and cash equivalents	200			137
Cash and cash equivalents at beginning of period	783			483
Cash and cash equivalents at end of period	$	983		$	620

The accompanying notes are an integral part of these condensed consolidated financial statements.

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KEYSIGHT TECHNOLOGIES, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(UNAUDITED)


1.	OVERVIEW, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Overview. Keysight Technologies, Inc. ("we," "us," "Keysight" or the "company"), incorporated in Delaware on December 6, 2013, is a measurement company providing electronic design and test solutions to communications and electronics industries.

On April 18, 2017, the company completed the acquisition of Ixia. Ixia provides testing, visibility, and security solutions, strengthening applications across physical and virtual networks for enterprises, service providers, and network equipment manufacturers. This acquisition extends our position in communications and enables us to create unique combinations of end-to-end solutions that address fast-growing segments of the communications design and test ecosystem.

Our fiscal year-end is October 31, and our fiscal quarters end on January 31, April 30 and July 31. Unless otherwise stated, these dates refer to our fiscal year and fiscal quarters.

Basis of Presentation. We have prepared the accompanying financial statements pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles in the U.S. ("GAAP") have been condensed or omitted pursuant to such rules and regulations. The accompanying financial statements and information should be read in conjunction with our Annual Report on Form 10-K.

In the opinion of management, the accompanying condensed consolidated financial statements contain all normal and recurring adjustments necessary to state fairly our condensed consolidated balance sheet as of April 30, 2017 and October 31, 2016 , condensed consolidated statement of comprehensive income for the three and six months ended April 30, 2017 and 2016 , condensed consolidated statement of operations for the three and six months ended April 30, 2017 and 2016 , and condensed consolidated statement of cash flows for the six months ended April 30, 2017 and 2016 .

Use of Estimates. The preparation of condensed consolidated financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in our condensed consolidated financial statements and accompanying notes. Management bases its estimates on historical experience and various other assumptions believed to be reasonable. Although these estimates are based on management’s knowledge of current events and actions that may impact the company in the future, actual results may be different from the estimates. Our critical accounting policies are those that affect our financial statements materially and involve difficult, subjective or complex judgments by management. Those policies are revenue recognition, inventory valuation, share-based compensation, retirement and post-retirement plan assumptions, valuation of goodwill and other intangible assets, warranty, restructuring, and accounting for income taxes.

Acquisition of Ixia . On April 18, 2017 we acquired all of the outstanding common stock of Ixia for $1,622 million , net of $72 million of cash acquired. See Note 3 for further discussion of the company's acquisition of Ixia.

Land Sale. On April 30, 2014 we entered into a binding contract to sell land in the United Kingdom ("U.K.") that resulted in the transfer of three separate land tracts in May 2014, November 2015 and November 2016 for £21 million . In the six months ended April 30, 2017 and 2016, we recognized gains of $8 million and $10 million , respectively, on the sale of the land tracts in other operating expense (income).

Restricted Cash. As of April 30, 2017, restricted cash of approximately $2 million consisted of deposits held as collateral against bank guarantees and is classified within other assets in the condensed consolidated balance sheet. As of October 31, 2016, restricted cash of $2 million consisted of approximately $1 million of deposits held as collateral against bank guarantees and approximately $1 million of deposits primarily held as collateral against foreign currency hedging contracts and is classified within other assets and other current assets, respectively, in the condensed consolidated balance sheet.

Update to Significant Accounting Policies. There have been no material changes to our significant accounting policies, as compared to the significant accounting policies described in our Annual Report on Form 10-K for the fiscal year ended October 31, 2016 .

2. NEW ACCOUNTING PRONOUNCEMENTS

In May 2014, the Financial Accounting Standards Board ("FASB") issued guidance which will replace numerous requirements in GAAP, including industry-specific requirements, and provide companies with a single revenue recognition model for recognizing revenue from contracts with customers. The core principle of the new standard is that a company should recognize

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revenue to show the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In July 2015, the FASB deferred the effective date by one year to December 15, 2017 for annual reporting periods beginning after that date. The FASB also permitted early adoption of the standard, but not before the original effective date of December 15, 2016. During 2016, the FASB issued several amendments to the standard, including clarification to the guidance on reporting revenues as a principal versus an agent, identifying performance obligations, accounting for intellectual property licenses, assessing collectability, presentation of sales taxes, impairment testing for contract costs and disclosure of performance obligations.

The two permitted transition methods under the new standard are (1) the full retrospective method, in which case the standard would be applied to each prior reporting period presented, and the cumulative effect of applying the standard would be recognized at the earliest period shown, or (2) the modified retrospective method, in which case the cumulative effect of applying the standard would be recognized at the date of initial application. We currently anticipate adopting the standard on November 1, 2018 and are evaluating the transition methods available. We do not expect the impact of the new standard on the amount and timing of revenue recognition to be material to our consolidated statement of operations; however, we have not performed an assessment to determine the revenue recognition impact of our recent acquisition of Ixia. We expect recognition of revenue for a majority of customer contracts to remain substantially unchanged. While we are continuing to assess all potential impacts of the standard, we currently believe the most significant impact relates to our accounting for software license revenue, as under the new standard we expect to recognize software license revenue at the time of billing rather than over the contractual term. The new standard will also require the deferral of commissions that were previously expensed as incurred and may qualify for capitalization under the new standard and changes to the timing of recognition of revenue and costs related to certain warranty arrangements.

In April 2015, the FASB issued Accounting Standards Update ("ASU") 2015-03, Simplifying the Presentation of Debt Issuance Costs , to simplify the presentation of deferred issuance costs by requiring that they be presented as a direct deduction from the carrying amount of the debt liability, consistent with debt discounts. The standard is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted. We adopted this guidance retrospectively during the first quarter of 2017. As a result, $7 million of unamortized debt issuance costs have been reclassified from other assets to long-term debt in the consolidated balance sheet as of October 31, 2016 (see Note 16).

In February 2016, the FASB issued guidance that will require organizations that lease assets to recognize assets and liabilities for leases with lease terms of more than 12 months. Consistent with current GAAP, the recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee primarily will depend on its classification as a finance or operating lease. However, unlike current GAAP, which requires only capital leases to be recognized on the balance sheet, the new guidance will require both types of leases to be recognized on the balance sheet. The standard is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. We are evaluating the impact of adopting this guidance on our consolidated financial statements.

In March 2016, the FASB issued guidance that simplifies the accounting for taxes related to share-based compensation, including adjustments to how excess tax benefits and a company's payments for tax withholdings should be classified. The standard is effective for annual and interim periods beginning after December 31, 2016. Early adoption is permitted. We are evaluating the impact of adopting this guidance on our consolidated financial statements.

In October 2016, the FASB issued ASU 2016-16, Intra-Entity Transfers of Assets Other Than Inventory , that removes the requirement under which the income tax consequences of intra-entity transfers are deferred until the assets are ultimately sold to an outside party, except for transfers of inventory. The tax consequences of such transfers would be recognized in tax expense when the transfers occur. The standard is effective for annual reporting periods beginning after December 15, 2017, and interim periods within those annual periods. Early adoption is permitted. We elected to early adopt this guidance on a modified retrospective basis during the first quarter of 2017. As a result, a $10 million cumulative-effect adjustment was recorded directly to retained earnings as of November 1, 2016, the beginning of the annual period of adoption, with corresponding reductions of $2 million , $6 million and $2 million to other current assets, other assets, and long-term deferred tax assets, respectively.

In January 2017, the FASB issued guidance to narrow the definition of a business and provide a framework that gives entities a basis for making reasonable judgments about whether a transaction involves an asset or a business. The standard is effective for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted. We do not expect a material impact to our consolidated financial statements due to the adoption of this guidance.

In January 2017, the FASB issued guidance that eliminates the requirement to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value. The standard is effective for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. We do not expect a material impact to our consolidated financial statements due to the adoption of this guidance.

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In March 2017, the FASB issued guidance that requires the service cost component of net periodic pension cost and net periodic post-retirement benefit cost to be included in operating expenses (together with other employee compensation costs) and the other components of the cost to be included in non-operating expenses. The standard is effective for annual and interim periods beginning after December 31, 2017. Early adoption is permitted. We are evaluating the impact of adopting this guidance on our consolidated financial statements.

In May 2017, the FASB issued guidance that clarifies when changes to the terms or conditions of a share-based payment award must be accounted for as modifications. Specifically, an entity would not apply modification accounting if the fair value, vesting conditions, and classification of the awards are the same immediately before and after the modification. The standard is effective for fiscal years beginning after December 31, 2017, and interim periods within those fiscal years. Early adoption is permitted. We are evaluating the impact of adopting this guidance on our consolidated financial statements.

Other amendments to GAAP that have been issued by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on our consolidated financial statements upon adoption.

3. ACQUISITION OF IXIA

On April 18, 2017 , pursuant to the terms of an Agreement and Plan of Merger dated January 30, 2017 , between Keysight and Ixia (the "Merger Agreement"), we acquired all of the outstanding common stock of Ixia for $1,622 million , net of $72 million of cash acquired, pursuant to an exchange offer for $19.65 per share (the "Merger Consideration"). Pursuant to the Merger Agreement, any outstanding and unexercised Ixia stock options with an exercise price below the Merger Consideration and any outstanding Ixia restricted stock awards were cancelled and converted into the right to receive a cash payment equal to the merger consideration of $19.65 per share (minus the exercise price for the Ixia stock options). The vested portion of the awards associated with prior service of Ixia employees represented approximately $47 million of the total consideration. We funded the acquisition with a combination of cash and proceeds from debt and equity financings. As a result of the acquisition, Ixia has become a wholly-owned subsidiary of Keysight. Accordingly, the results of Ixia are included in Keysight's consolidated financial statements from the date of the acquisition and are reported in the Ixia Solutions Group operating segment. For the period from April 18, 2017 to April 30, 2017, Ixia's net revenue and net profit was $8 million and $1 million , respectively.

The Ixia acquisition was accounted for in accordance with the authoritative accounting guidance. The acquired assets and assumed liabilities were recorded by Keysight at their estimated fair values. Keysight determined the estimated fair values with the assistance of appraisals or valuations performed by third party specialists, discounted cash flow analysis, and estimates made by management. We expect to leverage and expand the existing sales channels and product development resources, and utilize the assembled workforce. The company also anticipates opportunities for growth through expanded geographic and customer segment diversity and the ability to leverage additional products and capabilities. These factors, among others, contributed to a purchase price in excess of the estimated fair value of Ixia's net identifiable assets acquired (see summary of net assets below), and, as a result, we have recorded goodwill in connection with this transaction.

All goodwill was assigned to the Ixia Solutions Group. We do not expect the goodwill recognized or impairment charges in the future to be deductible for income tax purposes.

A portion of the overall purchase price was allocated to acquired intangible assets. Amortization expense associated with acquired intangible assets is not deductible for tax purposes. Therefore, a deferred tax liability of approximately $186 million was established primarily for the future amortization of these intangibles and is included in "other long-term liabilities" in the table below.

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The following table summarizes the preliminary allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed on the closing date of April 18, 2017 (in millions):



Cash and cash equivalents	$	72
Short-term investments	44
Accounts receivable	91
Inventory	108
Other current assets	33
Property, plant and equipment	52
Goodwill	977
Other intangible assets	746
Long-term deferred tax assets	1
Other assets	4
Total assets acquired	2,128
Accounts payable	(10		)
Employee compensation and benefits	(32		)
Deferred revenue	(35		)
Income and other taxes payable	(1		)
Other accrued liabilities	(32		)
Other long-term liabilities	(324		)
Net assets acquired	$	1,694

The fair value of cash and cash equivalents, accounts receivable, short-term investments, other current assets, accounts payable, employee compensation and benefits, and other accrued liabilities were generally determined using historical carrying values given the short-term nature of these assets and liabilities. The fair values for acquired inventory, property, plant and equipment, intangible assets, and deferred revenue were determined with the input from third-party valuation specialists. The fair values of certain other assets and certain other liabilities were determined internally using historical carrying values and estimates made by management. As additional information becomes available, we may revise the preliminary purchase price allocation during the remainder of the measurement period (which will not exceed 12 months from the acquisition date). Any such revisions or changes may be material.

Valuation of Intangible Assets Acquired

The components of intangible assets acquired in connection with the Ixia acquisition were as follows (in millions):



	Estimated Fair Value		Estimated useful life
Developed product technology	$	421	4 years
Customer relationships	236		7 years
Tradenames and trademarks	12		3 years
Backlog	10		90 days
Total intangible assets subject to amortization	679
In-process research and development	67
Total intangible assets	$	746

As noted above, the intangible assets were valued with input from valuation specialists using the income approach, which includes the discounted cash flow, cost-savings, and relief from royalty methods. The in-process research and development was valued using the multi-period excess earnings method under the income approach by discounting forecasted cash flows directly related to the products expecting to result from the projects, net of returns on contributory assets. A discount rate of 14% was used to value the research and development projects, adjusted to reflect additional risks inherent in the acquired projects. The primary in-process projects acquired relate to next generation products which will be released in the near future. Total costs to complete for all Ixia in-process research and development were estimated at approximately $12 million as of the close date.

Acquisition and integration costs directly related to the Ixia acquisition totaled $24 million and $26 million for the three and six months ended April 30, 2017, respectively. For the three months ended April 30, 2017, acquisition and integration costs of $15 million and $9 million were recorded in selling, general and administrative expenses and other income (expense), respectively. For the six months ended April 30, 2017, acquisition and integration costs of $17 million and $9 million were recorded in selling, general and administrative expenses and other income (expense), respectively. Such costs are expensed in accordance with the

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authoritative accounting guidance. For the three and six months ended April 30, 2017, we incurred $28 million of acquisition-related compensation expense to redeem certain of Ixia's outstanding unvested stock awards as of the date of the Merger Agreement that were determined to relate to post-merger service periods.

The following represents pro forma operating results as if Ixia had been included in the company's consolidated statements of operations as of the beginning of fiscal 2016 (in millions, except per share amounts):



	Six Months Ended
	April 30,
	2017		2016
Net revenue	$	1,698	$	1,697
Net income	$	90	$	95
Net income per share - Basic	$	0.49	$	0.52
Net income per share - Diluted	$	0.48	$	0.51

The unaudited pro forma financial information for the three and six months ended April 30, 2016 combines the historical results of Keysight and Ixia for the three and six months ended April 30, 2016, assuming that the companies were combined as of November 1, 2015 and include business combination accounting effects from the acquisition including amortization and depreciation charges from acquired intangible assets, property plant and equipment, interest expense on the financing transactions used to fund the acquisition and acquisition-related transaction costs and tax-related effects. The pro forma information as presented above is for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at the beginning of fiscal 2016.

4. SHARE-BASED COMPENSATION

Keysight accounts for share-based awards in accordance with the provisions of the authoritative accounting guidance, which requires the measurement and recognition of compensation expense for all share-based payment awards made to our employees and directors, including employee stock option awards, restricted stock units ("RSUs"), employee stock purchases made under our Employee Stock Purchase Plan (“ESPP”) and performance share awards granted to selected members of our senior management under the Long-Term Performance (“LTP”) Program based on estimated fair values.

The impact of share-based compensation on our results was as follows:



	Three Months Ended				Six Months Ended
	April 30,				April 30,
	2017		2016		2017		2016
	(in millions)
Cost of products and services	$	3	$	4	$	6	$	7
Research and development	2		2		6		5
Selling, general and administrative	8		7		19		17
Total share-based compensation expense	$	13	$	13	$	31	$	29

At April 30, 2017 and 2016 , there was no share-based compensation capitalized within inventory. For the three and six months ended April 30, 2017, the income tax benefit realized from the exercised stock options and similar awards recognized was zero and $2 million, respectively. For the three and six months ended April 30, 2016, the income tax deficiency realized from the exercised stock options and similar awards was $1 million and zero million, respectively.

The following assumptions were used to estimate the fair value of LTP Program grants.



	Three Months Ended				Six Months Ended
	April 30,				April 30,
	2017		2016		2017		2016
LTP Program:
Volatility of Keysight shares	26	%	25	%	27	%	25	%
Volatility of selected index (2017)/peer-company shares (2016)	15	%	14%-54%		15	%	14%-54%
Price-wise correlation with selected peers	57	%	38	%	57	%	38	%

Shares granted under the LTP Program were valued using a Monte Carlo simulation model. In the first quarter of fiscal 2017, the company began awarding an additional type of performance award based on operating margin performance. These awards were valued based on the market price of Keysight’s common stock on the date of grant. The fair value of employee stock option

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awards granted before October 31, 2015 was estimated using the Black-Scholes option pricing model. We did not grant any option awards for the three and six months ended April 30, 2017 and 2016. Both the Black-Scholes and Monte Carlo simulation fair value models require the use of highly subjective and complex assumptions, including the option’s expected life and the price volatility of the underlying stock. The estimated fair value of restricted stock awards is determined based on the market price of Keysight’s common stock on the date of grant.

5. INCOME TAXES

The company’s effective tax rate was a benefit of 126.1 percent and an expense of 9.0 percent for the three and six months ended April 30, 2017, respectively. Income tax benefit was $27 million and income tax expense was $16 million for the three and six months ended April 30, 2017, respectively. The income tax provision for the three and six months ended April 30, 2017 included a net discrete expense of $8 million and $31 million, respectively. The decrease in the total income tax expense for the three months ended April 30, 2017 is primarily related to additional expenses incurred by Ixia as a result of purchase accounting valuations. The increase in discrete expense for the three months ended April 30, 2017, is primarily related to an increase in the valuation allowance on certain state deferred tax assets and the increase in discrete expense for the six months ended April 30, 2017 is primarily related to $22 million of tax resulting from the transfer of a portion of the Japanese Employees’ Pension Fund (see Note 12).

The company’s effective tax rate was a benefit of 1.1 percent and an expense of 11.0 percent for the three and six months ended April 30, 2016, respectively. Income tax recognized was a benefit of $1 million and expense of $19 million for the three and six months ended April 30, 2016, respectively. The effective tax rate for the three months ended April 30, 2016 was a benefit due to tax planning implemented during the quarter. The income tax provision for the three and six months ended April 30, 2016 included a net discrete benefit of $3 million and $2 million, respectively.

Keysight benefits from tax incentives in several jurisdictions, most significantly in Singapore, and several jurisdictions have granted us tax incentives that require renewal at various times in the future. The tax incentives provide lower rates of taxation on certain classes of income and require thresholds of investments and employment or specific types of income in those jurisdictions. The impact of tax incentives decreased the income tax provision for the three and six months ended April 30, 2017 by $36 million and $47 million , respectively, resulting in a benefit to net income per share (diluted) of approximately $0.21 and $0.28 for the three and six months ended April 30, 2017, respectively. The impact of tax incentives decreased the income tax provision for the three and six months ended April 30, 2016 by $9 million and $17 million, respectively, resulting in a benefit to net income per share (diluted) of approximately $0.05 and $0.10 for the three and six months ended April 30, 2016, respectively. The Singapore tax incentive is due for renewal in fiscal 2024.

For the majority of our entities, the open tax years for the IRS, state and most foreign audit authorities are from August 1, 2014 through the current tax year. For certain foreign entities, the tax years generally remain open back to the year 2006 . Given the number of years and numerous matters that remain subject to examination in various tax jurisdictions, we are unable to estimate the range of possible changes to the balance of our unrecognized tax benefits.

6. NET INCOME PER SHARE

The following is a reconciliation of the numerator and denominator of the basic and diluted net income per share computations for the periods presented below:



	Three Months Ended				Six Months Ended
	April 30,				April 30,
	2017		2016		2017		2016
	(in millions)
Numerator:
Net income	$	49	$	88	$	158	$	152
Denominator:
Basic weighted-average shares	177		170		174		171
Potential common shares— stock options and other employee stock plans	2		2		2		1
Diluted weighted-average shares	179		172		176		172

The dilutive effect of share-based awards is reflected in diluted net income per share by application of the treasury stock method. We exclude stock options with exercise prices greater than the average market price of our common stock from the calculation of diluted earnings per share because the effect would be anti-dilutive. For the three and six months ended April 30, 2017, we excluded zero options, from the calculation of diluted earnings per share. For the three and six months ended April 30,

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2016, 1.7 million options to purchase shares were excluded from the calculation of diluted earnings per share. In addition, we excluded stock options, ESPP shares, LTP Program and restricted stock awards, of which the combined exercise price, unamortized fair value and excess tax benefits collectively was greater than the average market price of our common stock because the effect would be anti-dilutive. For the three and six months ended April 30, 2017 , we excluded approximately 10,000 and 42,000 shares, respectively. For the three and six months ended April 30, 2016, we excluded 30,000 and 23,100 shares, respectively.

The weighted-average share count for the three and six months ended April 30, 2017 includes the impact of the public offering of our common stock in March 2017 (See Note 17).

7. SUPPLEMENTAL CASH FLOW INFORMATION

Net cash paid for income taxes was $34 million and $8 million for the six months ended April 30, 2017 and 2016, respectively. Cash paid for interest was $22 million each for the six months ended April 30, 2017 and 2016, respectively. The following table summarizes our non-cash investing activities that are not reflected in the condensed consolidated statement of cash flows:



	Six Months Ended
	April 30,
	2017			2016
	(in millions)
Non-cash investing activities:
Capital expenditures in accounts payables	$	(5	)	$	(13	)
Capital expenditures in other long-term liabilities	2			—
	$	(3	)	$	(13	)

8. INVENTORY



	April 30, 2017		October 31, 2016
	(in millions)
Finished goods	$	293	$	218
Purchased parts and fabricated assemblies	292		256
Total inventory	$	585	$	474

The increase was primarily driven by acquisition of Ixia (See Note 3).


9.	GOODWILL AND OTHER INTANGIBLE ASSETS

The following table presents goodwill balances and the movements for each of our reportable segments as of and for the six months ended April 30, 2017 :



	Communications Solutions Group			Electronic Industrial Solutions Group		Ixia Solutions Group		Services Solutions Group		Total
	(in millions)
Goodwill as of October 31, 2016	$	456		$	216	$	—	$	64	$	736
Foreign currency translation impact	(11		)	—		—		—		(11		)
Goodwill arising from acquisitions	—			—		977		—		977
Goodwill as of April 30, 2017	$	445		$	216	$	977	$	64	$	1,702

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The components of other intangible assets as of April 30, 2017 and October 31, 2016 are shown in the table below:



	Other Intangible Assets as of April 30, 2017						Other Intangible Assets as of October 31, 2016
	Gross Carrying Amount		Accumulated Amortization and Impairments		Net Book Value		Gross Carrying Amount		Accumulated Amortization and Impairments		Net Book Value
	(in millions)
Developed technology	$	735	$	180	$	555	$	309	$	159	$	150
Backlog	14		6		8		4		4		—
Trademark/Tradename	32		5		27		20		4		16
Customer relationships	301		40		261		65		35		30
Total amortizable intangible assets	1,082		231		851		398		202		196
In-Process R&D	67		—		67		12		—		12
Total	$	1,149	$	231	$	918	$	410	$	202	$	208

During the six months ended April 30, 2017 , we recognized additions to goodwill and other intangible assets of $977 million and $746 million , respectively, based on the preliminary allocation of the purchase price to the estimated fair values of the assets acquired and liabilities assumed in the acquisition of Ixia. During the six months ended April 30, 2017 , there was no foreign exchange translation impact to other intangible assets.

During the first quarter of 2017, we transferred $5 million from in-process R&D to developed technology as a project was successfully completed. During the second quarter of 2017, we recorded an impairment charge of $7 million related to the cancellation of an in-process R&D project.

Amortization of other intangible assets was $18 million and $29 million for the three and six months ended April 30, 2017 , respectively. Amortization of other intangible assets was $10 million and $22 million for the three and six months ended April 30, 2016, respectively. Future amortization expense related to existing finite-lived purchased intangible assets is estimated to be $100 million for the remainder of 2017, $181 million for 2018, $181 million for 2019, $ 179 million for 2020, $113 million for 2021 and $97 million thereafter.

10. FAIR VALUE MEASUREMENTS

The authoritative guidance defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, we consider the principal or most advantageous market and assumptions that market participants would use when pricing the asset or liability.

Fair Value Hierarchy

The guidance establishes a fair value hierarchy that prioritizes inputs used in valuation techniques into three levels. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. There are three levels of inputs that may be used to measure fair value:

Level 1 - applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2 - applies to assets or liabilities for which there are inputs other than quoted prices included within Level 1 that are observable, either directly or indirectly, for the asset or liability such as: quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in less active markets; or other inputs that can be derived principally from, or corroborated by, observable market data.

Level 3 - applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

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Financial Assets and Liabilities Measured at Fair Value on a Recurring Basis

Financial assets and liabilities measured at fair value on a recurring basis as of April 30, 2017 and October 31, 2016 were as follows:



	Fair Value Measurements at April 30, 2017								Fair Value Measurements at October 31, 2016
	Total		Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3
	(in millions)
Assets:
Short-term
Cash equivalents
Money market funds	$	549	$	549	$	—	$	—	$	471	$	471	$	—	$	—
U.S. Treasury, government and agency debt securities	1		—		1		—		—		—		—		—
Corporate debt securities	2		—		2		—		—		—		—		—
Available-for-sale investments
U.S. Treasury, government and agency debt securities	26		—		26		—		—		—		—		—
Corporate debt securities	14		—		14		—		—		—		—		—
Derivative instruments (foreign exchange contracts)	5		—		5		—		4		—		4		—
Long-term
Trading securities	12		12		—		—		11		11		—		—
Available-for-sale investments	32		32		—		—		29		29		—		—
Total assets measured at fair value	$	641	$	593	$	48	$	—	$	515	$	511	$	4	$	—
Liabilities:
Short-term
Derivative instruments (foreign exchange contracts)	$	2	$	—	$	2	$	—	$	8	$	—	$	8	$	—
Long-term
Deferred compensation liability	12		—		12		—		11		—		11		—
Total liabilities measured at fair value	$	14	$	—	$	14	$	—	$	19	$	—	$	19	$	—

Our money market funds, trading securities, and available-for-sale investments are generally valued using quoted market prices and therefore are classified within Level 1 of the fair value hierarchy. Our treasury securities, corporate debt securities and deferred compensation liability are classified as Level 2 because, although the values are not directly based on quoted market prices, the inputs used in the calculations are observable. Our derivative financial instruments are classified within Level 2 as there is not an active market for each hedge contract, but the inputs used to calculate the value of the instruments are tied to active markets.

Trading securities (which are earmarked to pay the deferred compensation liability) and deferred compensation liability are reported at fair value, with gains or losses resulting from changes in fair value recognized currently in earnings. Treasury securities and corporate debt securities designated as cash equivalents or available-for-sale investments and certain derivative instruments are reported at fair value, with unrealized gains and losses, net of tax, included in accumulated other comprehensive income (loss). Realized gains and losses from the sale of these instruments are recorded in earnings.


11.	DERIVATIVES

We are exposed to foreign currency exchange rate fluctuations and interest rate changes in the normal course of our business. As part of our risk management strategy, we use derivative instruments, primarily forward contracts and purchased options, to hedge economic and/or accounting exposures resulting from changes in foreign currency exchange rates.

Cash Flow Hedges

We enter into foreign exchange contracts to hedge our forecasted operational cash flow exposures resulting from changes in foreign currency exchange rates. These foreign exchange contracts, carried at fair value, have maturities between one and twelve months. These derivative instruments are designated and qualify as cash flow hedges under the criteria prescribed in the authoritative guidance. Ineffectiveness in the three and six months ended April 30, 2017 and 2016 was not significant .

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Other Hedges

Additionally, we enter into foreign exchange contracts to hedge monetary assets and liabilities that are denominated in currencies other than the functional currency of our subsidiaries. These foreign exchange contracts are carried at fair value and do not qualify for hedge accounting treatment and are not designated as hedging instruments.

Our use of derivative instruments exposes us to credit risk to the extent that the counterparties may be unable to meet the terms of the agreement. We do, however, seek to mitigate such risks by limiting our counterparties to major financial institutions that are selected based on their credit ratings and other factors. We have established policies and procedures for mitigating credit risk that include establishing counterparty credit limits, monitoring credit exposures, and continually assessing the creditworthiness of counterparties.

A number of our derivative agreements contain threshold limits to the net liability position with counterparties and are dependent on our corporate credit rating determined by the major credit rating agencies. The counterparties to the derivative instruments may request collateralization, in accordance with derivative agreements, on derivative instruments in net liability positions.

The aggregate fair value of all derivative instruments with credit-risk-related contingent features that were in a net liability position as of April 30, 2017 was $1 million . The credit-risk-related contingent features underlying these agreements had not been triggered as of April 30, 2017 .

There were 137 foreign exchange forward contracts open as of April 30, 2017 that were designated as cash flow hedges. There were 63 foreign exchange forward contracts as of April 30, 2017 that were not designated as hedging instruments. The aggregated notional amounts by currency and designation as of April 30, 2017 were as follows:



	Derivatives in Cash Flow Hedging Relationships			Derivatives Not Designated as Hedging Instruments
	Forward Contracts			Forward Contracts
Currency	Buy/(Sell)			Buy/(Sell)
	(in millions)
Euro	$	—		$	46
British Pound	—			(1		)
Singapore Dollar	9			1
Malaysian Ringgit	71			(7		)
Japanese Yen	(78		)	(40		)
Other currencies	(15		)	4
Total	$	(13	)	$	3

Derivative instruments are subject to master netting arrangements and are disclosed gross in the balance sheet in accordance with the authoritative guidance. The gross fair values and balance sheet location of derivative instruments held in the condensed consolidated balance sheet as of April 30, 2017 and October 31, 2016 were as follows:



Fair Values of Derivative Instruments
Asset Derivatives					Liability Derivatives
	Fair Value					Fair Value
Balance Sheet Location	April 30, 2017		October 31, 2016		Balance Sheet Location	April 30, 2017		October 31, 2016
(in millions)
Derivatives designated as hedging instruments:
Cash flow hedges
Foreign exchange contracts
Other current assets	$	4	$	2	Other accrued liabilities	$	2	$	4
Derivatives not designated as hedging instruments:
Foreign exchange contracts
Other current assets	1		2		Other accrued liabilities	—		4
Total derivatives	$	5	$	4		$	2	$	8

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The effect of derivative instruments for foreign exchange contracts designated as hedging instruments and not designated as hedging instruments in our condensed consolidated statement of operations was as follows:



	Three Months Ended						Six Months Ended
	April 30,						April 30,
	2017			2016			2017			2016
	(in millions)
Derivatives designated as hedging instruments:
Cash Flow Hedges
Foreign exchange contracts:
Gain (loss) recognized in accumulated other comprehensive income	$	(1	)	$	(3	)	$	2		$	(1	)
Gain (loss) reclassified from accumulated other comprehensive income into cost of sales	$	(1	)	$	(3	)	$	(2	)	$	(7	)
Derivatives not designated as hedging instruments:
Gain (loss) recognized in other income (expense), net	$	—		$	—		$	2		$	(2	)

The estimated amount of existing net gain at April 30, 2017 expected to be reclassified from accumulated other comprehensive income to cost of sales within the next twelve months is $1 million .

12. RETIREMENT PLANS AND POST-RETIREMENT BENEFIT PLANS

For the three and six months ended April 30, 2017 and 2016 , our net pension and post-retirement benefit cost (benefit) were comprised of the following:



	Pensions
	U.S. Defined Benefit Plans						Non-U.S. Defined Benefit Plans						U.S. Post-Retirement Benefit Plan
	Three Months Ended April 30,
	2017			2016			2017			2016			2017			2016
	(in millions)
Service cost—benefits earned during the period	$	6		$	5		$	4		$	4		$	—		$	—
Interest cost on benefit obligation	5			6			5			8			2			2
Expected return on plan assets	(9		)	(9		)	(18		)	(18		)	(3		)	(4		)
Amortization:
Net actuarial losses	3			2			8			7			6			5
Prior service credit	(1		)	(2		)	(1		)	—			(4		)	(4		)
Total periodic benefit cost (benefit)	$	4		$	2		$	(2	)	$	1		$	1		$	(1	)



	Pensions
	U.S. Defined Benefit Plans						Non-U.S. Defined Benefit Plans						U.S. Post-Retirement Benefit Plan
	Six Months Ended April 30,
	2017			2016			2017			2016			2017			2016
	(in millions)
Service cost—benefits earned during the period	$	11		$	10		$	8		$	8		$	—		$	—
Interest cost on benefit obligation	10			12			11			16			4			4
Expected return on plan assets	(17		)	(18		)	(37		)	(37		)	(6		)	(7		)
Amortization:
Net actuarial losses	7			4			17			14			11			10
Prior service credit	(3		)	(4		)	(1		)	—			(8		)	(8		)
Settlement gain	—			—			(68		)	—			—			—
Total periodic benefit cost (benefit)	$	8		$	4		$	(70	)	$	1		$	1		$	(1	)

We did not contribute to our U.S. Defined Benefit Plans and U.S. Post-Retirement Benefit Plan during the three and six months ended April 30, 2017 and 2016 . We contributed $8 million and $15 million to our Non-U.S. Defined Benefit Plans during the three and six months ended April 30, 2017, respectively, and contributed $9 million and $19 million to our Non-U.S. Defined Benefit Plans during the three and six months ended April 30, 2016, respectively.

During the remainder of 2017 , we do not expect to contribute to our U.S. Defined Benefit Plans, and we expect to contribute $17 million to our Non-U.S. Defined Benefit Plans.

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On December 15, 2016, we transferred a portion of the assets and obligations of our Japanese Employees’ Pension Fund ("EPF") to the Japanese government. The remaining portion of the EPF was transferred to a new Keysight Japan corporate defined benefit pension plan. The difference between the obligations settled with the government of $142 million and the assets transferred to the government of $51 million resulted in an increase in the funded status of the new defined benefit pension plan of $91 million . The settlement resulted in a gain of $68 million which is included in other operating expense (income) in the consolidated statement of operations. Previously accrued salary progression of $4 million was derecognized at the time of settlement.

13. INVESTMENTS

Net book value of investments is as follows:



	April 30, 2017		October 31, 2016
	(in millions)
Short-Term
Available-for-sale investments	$	40	$	—
Total	$	40	$	—

Long-Term
Cost method investments	$	16	$	15
Trading securities	12		11
Available-for-sale investments	32		29
Total	$	60	$	55

Cost method investments consist of non-marketable equity securities and are accounted for at historical cost. Trading securities are reported at fair value, with gains or losses resulting from changes in fair value recognized currently in earnings. Investments designated as available-for-sale consists of U.S. Treasury, government, agency debt, corporate debt and equity securities and are reported at fair value, with unrealized gains and losses, net of tax, included in accumulated other comprehensive income (loss).

Investments in available-for-sale securities at fair value were as follows:



	April 30, 2017								October 31, 2016
	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value		Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
	(in millions)
Short-Term
U.S. Treasury, government and agency debt securities	$	26	$	—	$	—	$	26	$	—	$	—	$	—	$	—
Corporate debt securities	14		—		—		14		—		—		—		—
Total short-term	$	40	$	—	$	—	$	40	$	—	$	—	$	—	$	—

Long-Term
Equity securities	$	15	$	17	$	—	$	32	$	15	$	14	$	—	$	29
Total long-term	$	15	$	17	$	—	$	32	$	15	$	14	$	—	$	29

The company intends to sell the short-term available-for-sale investments within the next 12 months.

The amortized cost and fair value of our short-term available-for-sale investments at April 30, 2017, by contractual years-to-maturity, are as follows:



	Amortized Cost		Fair Value
	(in millions)
Due within 1 year	$	20	$	20
Due after 1 year through 5 years	19		19
Due after 5 years	1		1
	$	40	$	40

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All of our investments, excluding trading securities, are subject to periodic impairment review. The impairment analysis requires significant judgment to identify events or circumstances that would likely have a significant adverse effect on the future value of the investment. We consider various factors in determining whether an impairment is other-than-temporary, including the severity and duration of the impairment, forecasted recovery, the financial condition and near-term prospects of the investee, and our ability and intent to hold the investment for a period of time sufficient to allow for any anticipated recovery in market value. There was no impairment recognized in the three and six months ended April 30, 2017. There was no impairment recognized in the three months ended April 30, 2016. For the six months ended April 30, 2016, cost method investments with a carrying amount of $2 million were written down to their fair value of zero, resulting in an impairment charge of $2 million, which is included in other income (expense).

As of April 30, 2017, unrealized losses on our short-term investments in available-for-sale securities were insignificant. Unrealized losses related to these investments are due to interest rate fluctuations as opposed to changes in credit quality. There is no other-than-temporary impairment for these investments at April 30, 2017.

Realized gains or losses on the sale of available-for-sale or cost method securities were zero for the three and six months ended April 30, 2017 and 2016. Net unrealized gains on our trading securities portfolio were zero and $1 million for the three and six months ended April 30, 2017, respectively. Net unrealized gains on our trading securities portfolio were $1 million and zero for the three and six months ended April 30, 2016, respectively.

14. RESTRUCTURING

We initiated a targeted workforce reduction program in November 2016 that is expected to reduce Keysight's total headcount by between 60 to 200 employees. The timing and scope of workforce reductions will vary based on local legal requirements. This targeted workforce management program was designed to support our site consolidation strategy, align with our new industry segment structure and improve efficiency. As of April 30, 2017, approximately 50 employees exited under the workforce reduction program.

A summary of balances and restructuring activity is shown in the table below:



	Workforce reduction
	(in millions)
Balance as of October 31, 2016	$	—
Income statement expense	2
Cash payments	—
Balance as of January 31, 2017	$	2
Income statement expense	1
Cash payments	(2		)
Balance as of April 30, 2017	$	1

The restructuring accrual of $1 million at April 30, 2017 relating to workforce reduction is recorded in other accrued liabilities in the condensed consolidated balance sheet.

A summary of the charges in the consolidated statement of operations resulting from all restructuring plans is shown below:



	Three Months Ended				Six Months Ended
	April 30,				April 30,
	2017		2016		2017		2016
	(in millions)
Cost of products and services	$	—	$	—	$	1	$	—
Research and development	1		—		1		—
Selling, general and administrative	—		—		1		—
Total restructuring and other related costs	$	1	$	—	$	3	$	—

15. WARRANTY, COMMITMENTS AND CONTINGENCIES

Standard Warranty

Our standard warranty term for most of our products from the date of delivery is typically three years. We accrue for standard warranty costs based on historical trends in warranty charges. The accrual is reviewed regularly and periodically adjusted to reflect

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changes in warranty cost estimates. Estimated warranty charges are recorded within cost of products at the time related product revenue is recognized.

Activity related to the standard warranty accrual, which is included in other accrued and other long-term liabilities in our condensed consolidated balance sheet, is as follows:



	Six Months Ended
	April 30,
	2017			2016
	(in millions)
Beginning balance	$	44		$	53
Accruals for warranties including change in estimate	15			14
Settlements made during the period	(15		)	(16		)
Ending balance	$	44		$	51

Accruals for warranties due within one year	$	23		$	33
Accruals for warranties due after one year	21			18
Ending balance	$	44		$	51

Commitments

Operating Lease Commitments. We lease certain real and personal property from unrelated third parties under non-cancellable operating leases. Future minimum lease payments under operating leases as of April 30, 2017 were $24 million for the remainder of 2017, $45 million in 2018, $36 million in 2019, $24 million in 2020, $17 million in 2021 and $37 million thereafter. Future minimum sublease income under leases as of April 30, 2017 was $1 million for the remainder of 2017, $1 million in 2018, $1 million in 2019, $1 million in 2020, $1 million in 2021 and $1 million thereafter. Certain leases require us to pay property taxes, insurance and routine maintenance, and include escalation clauses. Total rent expense was $11 million and $23 million for the three and six months ended April 30, 2017, respectively, and was $12 million and $23 million for the three and six months ended April 30, 2016, respectively.

Capital Lease Commitments. We had capital lease obligations of $4 million and $1 million as of April 30, 2017 and October 31, 2016, respectively. Future minimum lease payments under capital leases as of April 30, 2017 were zero for the remainder of 2017, zero in 2018, $1 million in 2019, zero in 2020, $1 million in 2021 and $2 million thereafter. Assets held under capital leases are included in net property, plant, and equipment on the consolidated balance sheet.

Contingencies

We are involved in lawsuits, claims, investigations and proceedings, including, but not limited to, patent, commercial and environmental matters, which arise in the ordinary course of business. 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 flows.

16. DEBT

Short-Term Debt

Revolving Credit Facility

On February 15, 2017 , we entered into an amended and restated credit agreement (the “Revolving Credit Facility”) that replaced our existing $450 million unsecured credit facility dated September 15, 2014. The Revolving Credit Facility provides for a $450 million , five -year unsecured revolving credit facility that will expire on February 15, 2022 and bears interest at an annual rate of LIBOR + 1.30% . In addition, the Revolving Credit Facility permits us to increase the total commitments under this credit facility by up to $150 million in the aggregate on one or more occasions upon request. We may use amounts borrowed under the facility for general corporate purposes. As of April 30, 2017, we had $140 million of borrowings outstanding under the Revolving Credit Facility. We were in compliance with the covenants of the Revolving Credit Facility during the six months ended April 30, 2017.

Bridge Facility

On January 30, 2017 , we entered into a commitment letter, pursuant to which certain lenders agreed to provide a senior unsecured 364 -day bridge loan facility of up to $1.684 billion (“the Bridge Facility”) for the purpose of providing the financing

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to support Keysight's acquisition of Ixia. Under the terms of commitment letter, the Bridge Facility was automatically terminated upon the Ixia acquisition on April 18, 2017 . For the three months ended April 30, 2017, we incurred costs in connection with the Bridge Facility of $9 million that were amortized to interest expense.

Long-Term Debt

The following table summarizes the components of our long-term debt:



	April 30, 2017		October 31, 2016
	(in millions)
3.30% Senior Notes due 2019 ($500 face amount less unamortized costs of $2 and $3)	$	498	$	497
4.55% Senior Notes due 2024 ($600 face amount less unamortized costs of $4 and $4)	596		596
4.60% Senior Notes due 2027 ($700 face amount less unamortized costs of $7 and zero)	693		—
Term loan ($400 face amount less unamortized costs of $1 and zero)	399		—
	2,186		1,093
Less: Long-term debt currently due	30		—
Total	$	2,156	$	1,093

2027 Senior Notes

In April 2017 , the company issued an aggregate principal amount of $700 million in senior notes ("2027 Senior Notes"). The 2027 Senior Notes were issued at 99.873 percent of their principal amount. The notes will mature on April 6, 2027 and bear interest at a fixed rate of 4.60 percent per annum. The interest is payable semi-annually on April 6 and October 6 of each year, commencing on October 6, 2017. We incurred issuance costs of $6 million in connection with the 2027 Senior Notes that, along with the debt discount of $1 million , are being amortized to interest expense over the term of the senior notes. The 2027 Senior Notes are unsecured and rank equally in right of payment with all of our other senior unsecured indebtedness.

There were no changes to the principal, maturity, interest rates and interest payment terms of the senior notes due in 2019 and 2024 during the six months ended April 30, 2017 as compared to the senior notes described in our Annual Report on Form 10-K for the fiscal year ended October 31, 2016.

Senior Unsecured Term Loan

On February 15, 2017 , we entered into a term credit agreement that provides for a three -year $400 million senior unsecured term loan that bears interest at an annual rate of LIBOR + 1.50% . The term loan was drawn upon the closing of the Ixia acquisition. As of April 30, 2017, we had borrowings outstanding under the term loan of $400 million, of which $30 million is due in the next twelve months. In connection with the term loan, we incurred issuance costs of $1 million that are being amortized to interest expense over the term of loan.

As of April 30, 2017 and October 31, 2016, we had $20 million and $18 million , respectively, of outstanding letters of credit unrelated to the credit facility that were issued by various lenders.

The fair value of our long-term debt, calculated from quoted prices that are primarily Level 1 inputs under the accounting guidance fair value hierarchy, was above the carrying value by approximately $67 million and $30 million as of April 30, 2017 and October 31, 2016, respectively.

17. STOCKHOLDERS' EQUITY

Issuance of Common Stock

In March 2017 , we completed a public offering of our common stock and issued 13,142,856 shares for total cash proceeds of $444 million , net of underwriting discounts and offering costs.

Stock Repurchase Program

On February 18, 2016, the Board of Directors approved a stock repurchase program authorizing the purchase of up to $200 million of the company’s common stock. Under the 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. The stock repurchase program may be commenced, suspended or discontinued at any time at the company’s discretion and does not have an expiration date.

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For the three and six months ended April 30, 2017, we did not repurchase any shares of common stock under the stock repurchase program.

Accumulated Other Comprehensive Loss

Changes in accumulated other comprehensive loss by component and related tax effects for the three and six months ended April 30, 2017 and 2016 were as follows:



	Unrealized gain on equity securities			Foreign currency translation			Net defined benefit pension cost and post retirement plan costs						Unrealized gains (losses) on derivatives			Total
	Unrealized gain on equity securities			Foreign currency translation			Actuarial losses			Prior service credits			Unrealized gains (losses) on derivatives			Total
	(in millions)
As of January 31, 2017	$	14		$	(53	)	$	(618	)	$	46		$	—		$	(611	)
Other comprehensive income (loss) before reclassifications	(1		)	9			—			—			(1		)	7
Amounts reclassified out of accumulated other comprehensive loss	—			—			17			(6		)	1			12
Tax (expense) benefit	1			—			(5		)	2			(1		)	(3		)
Other comprehensive income (loss)	—			9			12			(4		)	(1		)	16
As of April 30, 2017	$	14		$	(44	)	$	(606	)	$	42		$	(1	)	$	(595	)

As of October 31, 2016	$	10		$	(29	)	$	(646	)	$	50		$	(3	)	$	(618	)
Other comprehensive income (loss) before reclassifications	4			(15		)	24			—			2			15
Amounts reclassified out of accumulated other comprehensive loss	—			—			34			(12		)	2			24
Tax (expense) benefit	—			—			(18		)	4			(2		)	(16		)
Other comprehensive income (loss)	4			(15		)	40			(8		)	2			23
As of April 30, 2017	$	14		$	(44	)	$	(606	)	$	42		$	(1	)	$	(595	)

As of January 31, 2016	$	15		$	(73	)	$	(499	)	$	62		$	(2	)	$	(497	)
Other comprehensive income (loss) before reclassifications	(1		)	56			—			—			(3		)	52
Amounts reclassified out of accumulated other comprehensive loss	—			—			14			(7		)	3			10
Tax (expense) benefit	—			—			(4		)	2			—			(2		)
Other comprehensive income (loss)	$	(1	)	$	56		$	10		$	(5	)	$	—		$	60
As of April 30, 2016	$	14		$	(17	)	$	(489	)	$	57		$	(2	)	$	(437	)

As of October 31, 2015	$	21		$	(48	)	$	(511	)	$	65		$	(6	)	$	(479	)
Other comprehensive income (loss) before reclassifications	(8		)	31			4			—			(1		)	26
Amounts reclassified out of accumulated other comprehensive loss	—			—			28			(13		)	7			22
Tax (expense) benefit	1			—			(10		)	5			(2		)	(6		)
Other comprehensive income (loss)	(7		)	31			22			(8		)	4			42
As of April 30, 2016	$	14		$	(17	)	$	(489	)	$	57		$	(2	)	$	(437	)

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Reclassifications out of accumulated other comprehensive loss for the three months ended April 30, 2017 and 2016 were as follows:



Details about Accumulated Other Comprehensive Loss Components	Amounts Reclassified from Accumulated Other Comprehensive Loss												Affected Line Item in Statement of Operations
	Three Months Ended						Six Months Ended
	April 30,						April 30,
	2017			2016			2017			2016
	(in millions)
Unrealized gain (loss) on derivatives	$	(1	)	$	(3	)	$	(2	)	$	(7	)	Cost of sales
	1			1			1			2			Provision for income taxes
	—			(2		)	(1		)	(5		)	Net of income tax

Net defined benefit pension cost and post retirement plan costs:
Actuarial net loss	(17		)	(14		)	(34		)	(28		)
Prior service credits	6			7			12			13
	(11		)	(7		)	(22		)	(15		)	Total before income tax
	3			2			6			5			Provision for income taxes
	(8		)	(5		)	(16		)	(10		)	Net of income tax

Total reclassifications for the period	$	(8	)	$	(7	)	$	(17	)	$	(15	)

An amount in parentheses indicates a reduction to income and an increase to the accumulated other comprehensive loss.

Reclassifications of prior service benefit and actuarial net loss in respect of retirement plans and post retirement pension plans are included in the computation of net periodic cost (see Note 12, "Retirement Plans and Post-Retirement Pension Plans").

18. SEGMENT INFORMATION

We provide electronic design and test instruments and systems and related software, software design tools, and related services that are used in the design, development, manufacture, installation, deployment and operation of electronics equipment. Related services include start-up assistance, instrument productivity and application services and instrument calibration and repair. Additionally, we provide test, security and visibility solutions that validate, secure and optimize networks and applications from engineering concept to live deployment. We also offer customization, consulting and optimization services throughout the customer's product life cycle.

In fiscal 2016, we completed an organizational change to align our organization with the industries we serve which resulted in three reportable operating segments, Communications Solutions Group (“CSG”), Electronic Industrial Solutions Group (“EISG”), and Services Solutions Group (“SSG”). CSG and EISG are from our previous Measurement Solutions segment, while SSG was formerly reported as the company's Customer Support and Services segment. On April 18, 2017, we completed the acquisition of Ixia, which became our fourth reportable segment, the Ixia Solutions Group (“ISG”). The new organizational structure continues to include centralized enterprise functions that provide support across the groups. Prior period amounts were revised to conform to the current presentation.

Our operating segments were determined based primarily on how the chief operating decision maker views and evaluates our operations. Segment operating results are regularly reviewed by the chief operating decision maker to make decisions about resources to be allocated to each segment and to assess performance. Other factors, including market separation and customer specific applications, go-to-market channels, products and services and manufacturing are considered in determining the formation of these operating segments.

Descriptions of our four reportable segments are as follows:

The Communications Solutions Group serves customers spanning the worldwide commercial communications end market, which includes internet infrastructure, and the aerospace, defense and government end market. The group provides electronic design and test software, instruments, and systems used in the simulation, design, validation, manufacturing, installation and optimization of electronic equipment.

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

The Ixia Solutions Group helps customers validate the performance and security resilience of their networks and associated applications. The test, visibility and security products help organizations and their customers strengthen their physical and virtual networks. Enterprises, service providers, network equipment manufacturers, and governments worldwide rely on the group's solutions to validate new products before shipping and secure ongoing operation of their networks with better visibility and security. The group’s product solutions consist of high-performance hardware platforms, software applications, and services, including warranty and maintenance offerings.

The Services Solutions Group provides repair, calibration and consulting services, and remarkets used Keysight equipment. In addition to providing repair and calibration support for Keysight equipment, we also calibrate non-Keysight equipment. The group serves the same markets as Keysight’s Communications Solutions and Electronic Industrial Solutions Groups, providing industry-specific services to deliver complete Keysight solutions and help customers reduce their total cost of ownership for their design and test equipment.

A significant portion of the segments' expenses, other than the Ixia Solutions Group expenses, arise from shared services and infrastructure that we have historically provided to the segments in order to realize economies of scale and to efficiently use resources. These expenses, collectively called corporate charges, include costs of centralized research and development, legal, accounting, real estate, insurance services, information technology services, treasury and other corporate infrastructure expenses. Charges are allocated to the segments, and the allocations have been determined on a basis that we consider to be a reasonable reflection of the utilization of services provided to or benefits received by the segments. The Ixia Solutions Group will not be allocated these charges until integrated.

The following tables reflect the results of our reportable segments under our management reporting system. These results are not necessarily in conformity with GAAP. The performance of each segment is measured based on several metrics, including income from operations. These results are used, in part, by the chief operating decision maker in evaluating the performance of, and in allocating resources to, each of the segments.

The profitability of each of the segments is measured after excluding share-based compensation expense, restructuring and asset impairment charges, investment gains and losses, interest income, interest expense, acquisition and integration costs, separation and related costs, acquisition-related fair value adjustments, non-cash amortization and other items as noted in the reconciliations below.



	Communications Solutions Group			Electronic Industrial Solutions Group		Ixia Solutions Group			Services Solutions Group		Total Segments
	(in millions)
Three Months Ended April 30, 2017:
Total segment revenue	$	424		$	220	$	12		$	102	$	758
Acquisition-related fair value adjustments	(1		)	—		(4		)	—		(5		)
Total net revenue	$	423		$	220	$	8		$	102	$	753
Segment income (loss) from operations	$	75		$	57	$	(2	)	$	17	$	147
Three Months Ended April 30, 2016:
Total segment revenue	$	446		$	193	$	—		$	96	$	735
Acquisition-related fair value adjustments	(4		)	—		—			—		(4		)
Total net revenue	$	442		$	193	$	—		$	96	$	731
Segment income (loss) from operations	$	84		$	40	$	—		$	11	$	135

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	Communications Solutions Group			Electronic Industrial Solutions Group		Ixia Solutions Group			Services Solutions Group		Total Segments
	(in millions)
Six Months Ended April 30, 2017:
Total segment revenue	$	858		$	412	$	12		$	202	$	1,484
Acquisition-related fair value adjustments	(1		)	—		(4		)	—		(5		)
Total net revenue	$	857		$	412	$	8		$	202	$	1,479
Segment income (loss) from operations	$	147		$	99	$	(2	)	$	31	$	275
Six Months Ended April 30, 2016:
Total segment revenue	$	886		$	384	$	—		$	191	$	1,461
Acquisition-related fair value adjustments	(9		)	—		—			—		(9		)
Total net revenue	$	877		$	384	$	—		$	191	$	1,452
Segment income (loss) from operations	$	162		$	78	$	—		$	24	$	264

The following table reconciles reportable segments’ income from operations to our total enterprise income before taxes:



	Three Months Ended						Six Months Ended
	April 30,						April 30,
	2017			2016			2017			2016
	(in millions)
Total reportable segments' income from operations	$	147		$	135		$	275		$	264
Share-based compensation expense	(13		)	(13		)	(31		)	(29		)
Restructuring and related costs	(1		)	—			(3		)	—
Amortization of intangibles	(18		)	(11		)	(28		)	(22		)
Acquisition and integration costs	(21		)	(5		)	(27		)	(7		)
Acquisition-related compensation expense	(28		)	—			(28		)	—
Separation and related costs	(8		)	(5		)	(14		)	(10		)
Acquisition-related fair value adjustments	(8		)	(4		)	(8		)	(9		)
Japan pension settlement gain	—			—			68			—
Other	(8		)	(2		)	—			6
Income from operations, as reported	42			95			204			193
Interest income	2			—			3			1
Interest expense	(24		)	(12		)	(36		)	(24		)
Other income (expense), net	2			4			3			1
Income before taxes, as reported	$	22		$	87		$	174		$	171

The following table presents assets directly managed by each segment. Unallocated assets primarily consist of cash and cash equivalents, investments and other assets.



	Communications Solutions Group		Electronic Industrial Solutions Group		Ixia Solutions Group		Services Solutions Group		Total Segments
	(in millions)
Assets:
As of April 30, 2017	$	1,674	$	764	$	1,953	$	270	$	4,661
As of October 31, 2016	$	1,805	$	773	$	—	$	273	$	2,851

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (UNAUDITED)

The following discussion should be read in conjunction with the condensed consolidated financial statements and notes thereto included elsewhere in this Form 10-Q and our Annual Report on Form 10-K. 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 product and service introductions, the ability of our products 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 economic instability, and our and the combined group’s estimated or anticipated future results of operations, that involve risks and uncertainties. Our actual results could differ materially from the results contemplated by these forward-looking statements due to various factors, including but not limited to those risks and uncertainties discussed in Part II Item 1A and elsewhere in this Form 10-Q.

Basis of Presentation

The financial information presented in this Form 10-Q is not audited and is not necessarily indicative of our future consolidated financial position, results of operations, comprehensive income or cash flows. Our fiscal year-end is October 31, and our fiscal quarters end on January 31, April 30 and July 31. Unless otherwise stated, these dates refer to our fiscal year and fiscal quarter periods.

Keysight Technologies, Inc. ("we," "us," "Keysight" or the "company") incorporated in Delaware on December 6, 2013 and became an independent publicly-traded company following the separation from Agilent Technologies, Inc. ("Agilent") on November 1, 2014. We are a measurement company providing electronic test and design solutions to communications and electronics industries. Following the acquisition of Ixia, we also provide testing, visibility, and security solutions, strengthening applications across physical and virtual networks for enterprises, service providers, and network equipment manufacturers.

In fiscal 2015, we initiated a phased program associated with our separation from Agilent to resize and optimize our infrastructure from the one that had been established to serve a diversified technology company. The focus of the first phase of the program was on the IT infrastructure to support finance, sales and human resources. The second phase of the program, which was initiated in the third quarter of fiscal 2016, primarily addresses the optimization of the IT infrastructure to support the services business. We recognized costs related to this program of $8 million and $14 million for the three and six months ended April 30, 2017, respectively, and $5 million and $10 million for the three and nine months ended April 30, 2016, respectively. We expect to recognize additional costs estimated to range from $11 million to $21 million through fiscal 2018.

Overview and Executive Summary

We invest in product development to address the changing needs of the market and facilitate growth. We are investing in research and development to design measurement solutions that will satisfy the changing needs of our customers. These opportunities are being driven by evolving technology standards and the need for faster data rates and new form factors.

In fiscal 2016, we completed an organizational change to align our organization with the industries we serve which resulted in three reportable operating segments: Communications Solutions Group, Electronic Industrial Solutions Group and Services Solutions Group. The Communications Solutions Group serves customers spanning the worldwide commercial communications end market, which includes internet infrastructure, and the aerospace, defense and government end market. The Electronic Industrial Solutions Group provides test and measurement solutions across a broad set of electronic industrial end markets. The Services Solutions Group provides repair, calibration and consulting services, and remarkets used Keysight equipment. On April 18, 2017, we completed the acquisition of Ixia, which became our fourth reportable segment, the Ixia Solutions Group (“ISG”). The group provides testing, visibility and security solutions, strengthening applications across physical and virtual networks for enterprises,

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service providers and network equipment manufacturers. In addition, our global team of experts provides startup assistance, consulting, optimization and application support across all of our end markets.

Three and six months ended April 30, 2017 and 2016

Net revenue of $753 million and $1,479 million for the three and six months ended April 30, 2017 increased 3 percent and 2 percent, respectively, when compared to the same periods last year and increased 3 percent and 2 percent, respectively, excluding the impact of currency fluctuations. For both the three and six months ended April 30, 2017, the Ixia acquisition added approximately 1 percentage point of revenue growth. Strength in revenue from the Electronic Industrial Solutions Group and the Services Solutions Group was partially offset by a decline in the Communications Solutions Group.

Net income for the three and six months ended April 30, 2017 was $49 million and $158 million, respectively, compared to $88 million and $152 million, respectively, for the corresponding periods last year.

Looking forward, we believe the long-term growth rate of our markets is 4 to 5 percent, although near-term macroeconomic indicators remain mixed. Our focus is on delivering value through innovative solutions as well as continuously improving our operational efficiency.

Acquisition of Ixia

On April 18, 2017 we acquired all of the outstanding common stock of Ixia for $1,622 million, net of $72 million of cash acquired. See Note 3 of the Notes to Condensed Consolidated Financial Statements for further discussion of the company's acquisition of Ixia.

Japan Pension Settlement Gain

On December 15, 2016, we transferred a portion of the assets and obligations of our Japanese Employees’ Pension Fund ("EPF") to the Japanese government. The remaining portion of the EPF was transferred to a new Keysight Japan corporate defined benefit pension plan. The difference between the obligations settled with the government of $142 million and the assets transferred to the government of $51 million resulted in an increase in the funded status of the new defined benefit pension plan of $91 million. The settlement resulted in a gain of $68 million which is included in other operating expense (income) in the consolidated statement of operations.

Restructuring activities

We initiated a targeted workforce reduction program in November 2016 that is expected to reduce Keysight's total headcount by between 60 to 200 employees. The timing and scope of workforce reductions will vary based on local legal requirements. This targeted workforce management program was designed to support our site consolidation strategy, align with our new industry segment structure and improve efficiency. In the current period, we recognized $1 million of expense associated with the headcount reduction under this workforce reduction program. As of April 30, 2017, approximately 50 employees exited under the workforce reduction program. We expect to substantially complete this program by the end of fiscal 2017.

Critical Accounting Policies and Estimates

Management's Discussion and Analysis of Financial Condition and Results of Operations is based upon our condensed consolidated financial statements, which have been prepared in accordance with generally accepted accounting principles in the U.S. GAAP ("GAAP"). The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in our condensed consolidated financial statements and accompanying notes. Our critical accounting policies are those that affect our financial statements materially and involve difficult, subjective or complex judgments by management. Those policies are revenue recognition, inventory valuation, share-based compensation, retirement and post-retirement plan assumptions, valuation of goodwill and other intangible assets, warranty, restructuring and accounting for income taxes. For a detailed description of our critical accounting policies and estimates, see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" in Part II of our Annual Report on Form 10-K for the fiscal year ended October 31, 2016. Management bases estimates on historical experience and various other assumptions believed to be reasonable. Although these estimates are based on management's best knowledge of current events and actions that may impact the company in the future, actual results may be different from the estimates.

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Adoption of New Pronouncements

See Note 2, “New Accounting Pronouncements,” to the condensed consolidated financial statements for a description of new accounting pronouncements.

Foreign Currency

Our revenues, 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. We hedge revenues, expenses and balance sheet exposures that are not denominated in the functional currencies of our subsidiaries on a short-term and anticipated basis. The result of the hedging has been included in our consolidated statement of operations. We experience some fluctuations within individual lines of the consolidated balance sheet and consolidated statement of operations because our hedging program is not designed to offset the currency movements in each category of revenues, expenses, monetary assets and liabilities. Our hedging program is designed to hedge currency movements on a relatively short-term basis of up to a rolling twelve-month period. Therefore, we are exposed to currency fluctuations over the longer term. 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 U.S. dollar cost of the transaction.

Results from Operations

Orders and Net Revenue

In general, recorded orders represent firm purchase commitments from our customers with established terms and conditions for products and services that will be delivered within six months. Revenue reflects the delivery and acceptance of the products and services as defined on the customer's terms and conditions. Cancellations are recorded in the period received from the customer and historically have not been material.



	Three Months Ended				Six Months Ended				Year over Year Change
	April 30,				April 30,				Three	Six
	2017		2016		2017		2016		Months	Months
	(in millions)
Orders	$	805	$	761	$	1,500	$	1,440	6%	4%
Net revenue:
Products	$	634	$	613	$	1,240	$	1,219	3%	2%
Services and other	119		118		239		233		1%	3%
Total net revenue	$	753	$	731	$	1,479	$	1,452	3%	2%

Orders

Total orders for the three and six months ended April 30, 2017 were $805 million and $1,500 million, respectively, an increase of 6 percent and 4 percent, respectively, when compared to the same periods last year. Foreign currency movements had a negligible impact on year‑over‑year comparisons. Orders associated with the Ixia acquisition accounted for 2 percentage points and 1 percentage point of order growth for the three and six months ended April 30, 2017, respectively, when compared to the same periods last year. For the three months ended April 30, 2017, orders grew in the Electronic Industrial Solutions Group and the Services Solutions Group, while the Communications Solutions Group was flat. Order growth in Asia Pacific excluding Japan, the Americas and Japan was partially offset by a decline in Europe. For the six months ended April 30, 2017, order growth in the Electronic Industrial Solutions Group and the Service Solutions Group was partially offset by a decline in the Communications Solutions Group. Order growth in Asia Pacific excluding Japan, the Americas and Japan was partially offset by a decline in Europe.

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Net Revenue

The following table provides the percent change in net revenue for the three and six months ended April 30, 2017 by geographic region including and excluding the impact of currency changes as compared to the same period last year.



	Year over Year % Change
	Three Months Ended				Six Months Ended
	April 30, 2017				April 30, 2017
Geographic Region	actual		currency adjusted		actual		currency adjusted
Americas	1	%	1	%	(1	)%	(1	)%
Europe	(3	)%	—	%	(1	)%	2	%
Japan	(3	)%	(5	)%	2	%	(3	)%
Asia Pacific ex-Japan	10	%	11	%	7	%	8	%
Total net revenue	3	%	3	%	2	%	2	%

Net revenue of $753 million and $1,479 million for the three and six months ended April 30, 2017 increased 3 percent and 2 percent, respectively, when compared to the same periods last year. Foreign currency movements had a negligible impact on year-over-year comparisons. Revenue associated with the Ixia acquisition accounted for 1 percentage point of revenue growth for both the three and six months ended April 30, 2017 when compared to the same periods last year.

Revenue from the Communications Solutions Group represented approximately 56 percent and 58 percent of total revenue for the three and six months ended April 30, 2017, respectively, and decreased 4 percent and 2 percent year-over-year, respectively. For the three months ended April 30, 2017, the Communications Solutions Group contributed 3 percentage points decline to the total revenue growth, primarily driven by declines in Europe, Japan and the Americas, while Asia Pacific excluding Japan was flat. For the six months ended April 30, 2017, the Communications Solutions Group contributed 1 percentage point decline to the total revenue growth, with declines in Europe, the Americas and Asia Pacific excluding Japan, partially offset by growth in Japan.

Revenue from the Electronic Industrial Solutions Group represented approximately 29 percent and 28 percent of total revenue for the three and six months ended April 30, 2017, and grew 15 percent and 7 percent year-over-year, respectively. For the three months ended April 30, 2017, the Electronic Industrial Solutions Group contributed 4 percentage points to the total revenue growth with growth in all regions. For the six months ended April 30, 2017, the Electronic Industrial Solutions Group contributed 2 percentage points to total revenue growth, with growth in Asia Pacific excluding Japan and in Japan, partially offset by declines in the Americas and Europe.

Revenue from the Ixia Solutions Group represented approximately 1 percent of total revenue for the three and six months ended April 30, 2017. Revenue from the Ixia Solutions Group contributed 1 percentage point to the total revenue growth for the three months ended April 30, 2017 and had a negligible impact to the total revenue growth for the six months ended April 30, 2017.

Revenue from the Services Solutions Group represented approximately 14 percent and 13 percent of total revenue for the three and six months ended April 30, 2017, respectively, and grew 6 percent and 5 percent year-over-year, respectively. For both the three and six months ended April 30, 2017, the Services Solutions Group contributed 1 percentage point to total revenue growth. Revenue grew in Asia Pacific excluding Japan and Europe, partially offset by a decline in Japan, while the Americas was flat.

Costs and Expenses



	Three Months Ended						Six Months Ended						Year over Year Change
	April 30,						April 30,						Three	Six
	2017			2016			2017			2016			Months	Months
Total gross margin	54.8		%	55.5		%	55.2		%	54.9		%	(1) ppt	—
Operating margin	5.5		%	13.0		%	13.8		%	13.3		%	(7) ppts	1 ppt

in millions
Research and development	$	119		$	108		$	227		$	216		11%	5%
Selling, general and administrative	$	256		$	207		$	469		$	407		23%	15%
Other operating expense (income), net	$	(4	)	$	(4	)	$	(83	)	$	(18	)	(1)%	358%

Gross margin decreased 1 percentage point and was flat for the three and six months ended April 30, 2017, respectively, compared to the same periods last year. For the three months ended April 30, 2017, the decline in gross margin was driven by

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unfavorable impact from asset impairment charges, acquisition-related intangible amortization and higher warranty charges, partially offset by favorable mix. For the six months ended April 30, 2017, the increase in gross margin driven by favorable mix and lower inventory charges was offset by the unfavorable impact from asset impairment charges and acquisition-related intangible amortization.

Research and development expense increased 11 percent and 5 percent for the three and six months ended April 30, 2017 compared to the same periods last year driven by acquisition-related compensation expense and the addition of Ixia to the cost structure. As a percentage of revenue, research and development expense was 16 percent and 15 percent for the three and six months ended April 30, 2017, respectively, as compared to 15 percent for the same periods last year. We remain committed to investment in research and development and have focused our development efforts on strategic opportunities in order to capture future growth.

Selling, general and administrative expenses increased 23 percent for the three months ended April 30, 2017 compared to the same period last year, primarily driven by increases in acquisition and integration costs, acquisition-related compensation costs, people-related costs and the addition of Ixia to our cost structure, partially offset by lower infrastructure-related costs, the favorable impact from foreign currency movements and lower marketing expenses. Selling, general and administrative expenses increased 15 percent for the six months ended April 30, 2017 compared to the same period last year, primarily driven by increases in acquisition and integration costs, people-related costs, acquisition-related compensation costs and the addition of Ixia to our cost structure, partially offset by lower infrastructure-related costs, marketing expenses and favorable impact from foreign currency movements.

Other operating expense (income), net for both the three months ended April 30, 2017 and 2016 was income of $4 million. For the six months ended April 30, 2017 and 2016, other operating expense (income), net was income of $83 million and $18 million, respectively. The increase in other operating income for the six months ended April 30, 2017 was largely driven by $68 million from a Japan pension settlement gain.

Operating margin for the three months ended April 30, 2017 decreased 7 percentage points when compared to the same period last year, driven by acquisition- and integration-related expenses and the addition of Ixia to our cost structure, partially offset by gains related to revenue volume. Operating margin for the six months ended April 30, 2017 increased 1 percentage point as compared to the same period last year, primarily driven by the Japan pension settlement gain, partially offset by acquisition- and integration-related costs and the addition of Ixia to our cost structure.

As of April 30, 2017, our headcount was approximately 12,300 as compared to approximately 10,300 at April 30, 2016. The increase was driven by the acquisition of Ixia.

Interest Expense

Interest expense for the three and six months ended April 30, 2017 was $24 million and $36 million, respectively, as compared to $12 million and $24 million, respectively, for the comparable periods last year. The increase in interest expense for both the three and six month periods is primarily due to costs related to a bridge loan facility that expired in April, interest expense and amortization of debt issuance costs on $700 million of senior notes issued in April 2017 and new borrowings under a senior unsecured term loan and revolving credit facility. The new debt issuances provided partial funding for the acquisition of Ixia.

Income Taxes

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At April 30, 2017, our estimated annual effective tax rate is a benefit of 11 percent excluding discrete items. The reason for negative estimated annual effective tax rate is due to additional expenses incurred by Ixia as a result of purchase accounting valuations. We determine our interim tax provision using an estimated annual effective tax rate methodology except in jurisdictions where we anticipate a full year loss or we have a year-to-date ordinary loss for which no tax benefit can be recognized. In these jurisdictions, tax expense is computed separately. Our effective tax rate differs from the U.S. statutory rate primarily due to the benefit of Ixia expenses resulting from purchase accounting valuations, the mix of earnings in non-U.S. jurisdictions taxed at lower rates, our permanent reinvestment assertion of foreign subsidiary earnings outside of the U.S., reserves for uncertain tax positions, the U.S. federal research and development tax credit and the impact of permanent differences.

Segment Overview

The profitability of each segment is measured after excluding, among other things, charges related to the amortization of intangibles, the impact of restructuring and related costs, asset impairments, acquisition and integration costs, share-based compensation, separation and related costs, acquisition related fair value adjustments, interest income and interest expense.

Communications Solutions Group

Net Revenue



	Three Months Ended				Six Months Ended				Year over Year Change
	April 30,				April 30,				Three	Six
	2017		2016		2017		2016		Months	Months
	(in millions)				(in millions)
Net revenue	$	424	$	446	$	858	$	886	(5)%	(3)%

The Communications Solutions Group revenue for the three months ended April 30, 2017 decreased 5 percent when compared to the same period last year, primarily driven by a decline in the aerospace, defense and government market. The Communications Solutions Group revenue for the six months ended April 30, 2017 decreased 3 percent when compared to the same period last year,

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primarily driven by a decline in the aerospace, defense and government market, which was partially offset by growth in the commercial communications market.

Revenue from the commercial communications market represents approximately 60 percent and 59 percent of the total Communications Solutions Group revenue for the three and six months ended April 30, 2017, and was flat and increased 1 percent year-over-year, respectively. For the three months ended April 30, 2017, revenue growth in Asia Pacific excluding Japan was offset by declines in Europe and Japan, while the Americas was flat when compared to the same period last year. For the six months ended April 30, 2017, growth in Asia Pacific excluding Japan was offset by a decline in Europe, while revenue from the Americas and Japan was flat when compared to the same period last year. The commercial communications market revenue was flat, with growth in 5G and next-generation data center technologies offset by lower 4G-related investments.

Revenue from the aerospace, defense and government market represents approximately 40 percent and 41 percent of the total Communications Solutions Group revenue for the three and six months ended April 30, 2017, respectively, and decreased 11 percent and 9 percent year-over-year, respectively. For the three months ended April 30, 2017, revenue declined in all regions. For the six months ended April 30, 2017, declines in Asia Pacific excluding Japan, the Americas and Europe was partially offset by growth in Japan. The aerospace, defense and government market revenue decline was driven by continued weakness in the U.S. combined with lower spending in China and Russia.

Gross Margin and Operating Margin

The following table shows the Communications Solutions Group margins, expenses and income from operations for the three and six months ended April 30, 2017 versus the three and six months ended April 30, 2016.



	Three Months Ended						Six Months Ended						Year over Year Change
	April 30,						April 30,						Three	Six
	2017			2016			2017			2016			Months	Months
Total gross margin	61.3		%	61.1		%	60.9		%	60.6		%	—	—
Operating margin	17.6		%	18.9		%	17.1		%	18.3		%	(1) ppt	(1) ppt

in millions
Research and development	$	73		$	76		$	149		$	152		(4)%	(2)%
Selling, general and administrative	$	114		$	115		$	231		$	228		(1)%	1%
Other operating expense (income), net	$	(2	)	$	(2	)	$	(4	)	$	(5	)	(10)%	(24)%
Income from operations	$	75		$	84		$	147		$	162		(11)%	(9)%

Gross margin for the three and six months ended April 30, 2017 was flat compared to each of the same periods last year.

Research and development expense for the three and six months ended April 30, 2017 decreased 4 percent and 2 percent, respectively, compared to the same periods last year, which was primarily driven by reductions in discretionary spending. As a percentage of revenue, research and development expense remained consistent across all periods. We remain committed to investment in research and development and have focused our development efforts on strategic opportunities to capture future growth.

Selling, general and administrative expenses for the three months ended April 30, 2017, decreased 1 percent as investments in sales resources were partially offset by declines in general and administrative expenses. For the six months ended April 30, 2017, selling, general and administrative expenses increased 1 percent primarily driven by investments in sales resources.

Other operating expense (income) for both the three months ended April 30, 2017 and 2016 was income of $2 million. Other operating expense (income) for the six months ended April 30, 2017 and 2016 was income of $4 million and $5 million, respectively.

Income from Operations

Income from operations for the three and six months ended April 30, 2017 decreased $9 million and $15 million, respectively, on a corresponding revenue decrease of $22 million and $28 million, respectively, when compared to the same periods last year.

Operating margin for the three and six months ended April 30, 2017 declined 1 percentage point when compared to the same periods last year, driven by lower revenue and increased investment in sales resources.

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Electronic Industrial Solutions Group

The Electronic Industrial Solutions Group provides test and measurement solutions across a broad set of electronic industrial end markets, focusing on high-growth applications in the automotive and energy industry and measurement solutions for semiconductor design and manufacturing, consumer electronics, education and general electronics manufacturing. The group provides electronic design and test software, instruments, and systems used in the simulation, design, validation, manufacturing, installation and optimization of electronic equipment.

Net Revenue



	Three Months Ended				Six Months Ended				Year over Year Change
	April 30,				April 30,				Three	Six
	2017		2016		2017		2016		Months	Months
	(in millions)				(in millions)
Net revenue	$	220	$	193	$	412	$	384	14%	7%

The Electronic Industrial Solutions Group revenue for the three and six months ended April 30, 2017 increased 14 percent and 7 percent, respectively, when compared to the same periods last year, primarily driven by strong growth in semiconductor measurement and automotive and energy, partially offset by a decline in general electronics measurement. For the three months ended April 30, 2017, revenue grew in all regions driven by strong growth in Asia Pacific excluding Japan and Europe. For the six months ended April 30, 2017, revenue growth in Asia Pacific excluding Japan and Japan was partially offset by declines in the Americas and Europe.

Gross Margin and Operating Margin

The following table shows the Electronic Industrial Solutions Group margins, expenses and income from operations for the three and six months ended April 30, 2017 versus the three and six months ended April 30, 2016.



	Three Months Ended						Six Months Ended						Year over Year Change
	April 30,						April 30,						Three	Six
	2017			2016			2017			2016			Months	Months
Total gross margin	61.8		%	59.4		%	60.9		%	58.3		%	2 ppts	3 ppts
Operating margin	26.1		%	20.9		%	24.0		%	20.3		%	5 ppts	4 ppts

in millions
Research and development	$	31		$	27		$	59		$	54		13%	8%
Selling, general and administrative	$	49		$	47		$	95		$	93		3%	2%
Other operating expense (income), net	$	(1	)	$	(1	)	$	(2	)	$	(2	)	19%	(3)%
Income from operations	$	57		$	40		$	99		$	78		43%	27%

Gross margin for the three and six months ended April 30, 2017 increased 2 percentage points and 3 percentage points, respectively, compared to the same periods last year, primarily driven by higher revenue volume and a more favorable mix.

Research and development expense for the three and six months ended April 30, 2017 increased 13 percent and 8 percent, respectively, compared to the same periods last year, primarily driven by continued investments in leading edge technologies. We remain committed to investment in research and development and have focused our development efforts on strategic opportunities to capture future growth.

Selling, general and administrative expenses for the three and six months ended April 30, 2017, increased 3 percent and 2 percent, respectively, compared to the same periods last year, primarily due to investments in sales resources.

Other operating expense (income) for both the three months ended April 30, 2017 and 2016 was income of $1 million. Other operating expense (income) for both the six months ended April 30, 2017 and 2016 was income of $2 million.

Income from Operations

Income from operations for the three and six months ended April 30, 2017 increased $17 million and $21 million, respectively, on a corresponding revenue increase of $27 million and $28 million, respectively, when compared to the same periods last year.

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Operating margin for the three and six months ended April 30, 2017 increased 5 percentage points and 4 percentage points, respectively, when compared to the same periods last year, primarily driven by higher revenue volume, partially offset by increased investments in R&D and sales resources.

Ixia Solutions Group

The Ixia Solutions Group helps customers validate the performance and security resilience of their networks and associated applications. The test, visibility and security products help organizations and their customers strengthen their physical and virtual networks. Enterprises, service providers, network equipment manufacturers, and governments worldwide rely on the group's solutions to validate new products before shipping and secure ongoing operation of their networks with better visibility and security. The group’s product solutions consist of our high-performance hardware platforms, software applications, and services, including warranty and maintenance offerings.



	Three Months Ended						Six Months Ended						Year over Year Change
	April 30,						April 30,						Three	Six
	2017			2016			2017			2016			Months	Months
Total gross margin	77.1		%	—		%	77.1		%	—		%	n/a	n/a
Operating margin	(12.9		)%	—		%	(12.9		)%	—		%	n/a	n/a

in millions
Net revenue	$	12		$	—		$	12		$	—		n/a	n/a
Research and development	$	4		$	—		$	4		$	—		n/a	n/a
Selling, general and administrative	$	7		$	—		$	7		$	—		n/a	n/a
Other operating expense (income), net	$	—		$	—		$	—		$	—		n/a	n/a
Loss from operations	$	(2	)	$	—		$	(2	)	$	—		n/a	n/a

The Ixia Solutions Group operating results include activity for 13 days during the period, from the date of acquisition, April 18, 2017, through April 30, 2017.

Services Solutions Group

Net Revenue



	Three Months Ended				Six Months Ended				Year over Year Change
	April 30,				April 30,				Three	Six
	2017		2016		2017		2016		Months	Months
	(in millions)				(in millions)
Net revenue	$	102	$	96	$	202	$	191	6%	5%

The Services Solutions Group revenue for the three and six months ended April 30, 2017 increased 6 percent and 5 percent, respectively, when compared to the same periods last year. For the three months ended April 30, 2017, the revenue increase was driven by strong growth in sales of used equipment, complimented by steady growth in calibration services. Revenue growth in Asia Pacific excluding Japan and Europe was partially offset by a slight decline in Japan, while the Americas was flat. For the six months ended April 30, 2017, revenue from used equipment and calibration services was partially offset by a decline in revenue from repair services. Growth in Europe, Asia Pacific excluding Japan and the Americas was partially offset by a decline in Japan.

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Gross Margin and Operating Margin

The following table shows the Services Solutions Group margins, expenses and income from operations for the three and six months ended April 30, 2017 versus the three and six months ended April 30, 2016.



	Three Months Ended						Six Months Ended						Year over Year Change
	April 30,						April 30,						Three	Six
	2017			2016			2017			2016			Months	Months
Total gross margin	40.9		%	39.3		%	40.2		%	39.4		%	2 ppts	1 ppt
Operating margin	16.2		%	11.2		%	15.3		%	12.6		%	5 ppts	3 ppts

in millions
Research and development	$	1		$	3		$	1		$	5		(80)%	(80)%
Selling, general and administrative	$	26		$	25		$	51		$	48		3%	6%
Other operating expense (income), net	$	(1	)	$	—		$	(1	)	$	(1	)	104%	38%
Income from operations	$	17		$	11		$	31		$	24		53%	28%

Gross margin for the three and six months ended April 30, 2017 increased 2 percentage points and 1 percentage point, respectively, compared to the same periods last year, primarily driven by higher revenue volume and favorable mix, partially offset by higher expenses associated with the investments we are making in additional capacity to expand our multi-vendor calibration and asset management services.

Research and development expense for the three and six months ended April 30, 2017 decreased 80 percent compared to the same periods last year. The decline is primarily driven by a change in the Services Solutions Group's share of centralized investment in research and development.

Selling, general and administrative expense for the three and six months ended April 30, 2017 increased 3 percent and 6 percent, respectively, when compared to the same periods last year due to higher sales costs and an increase in people-related costs.

Other operating expense (income) for the three months ended April 30, 2017 and 2016 was income of $1 million and zero, respectively. Other operating expense (income) for both the six months ended April 30, 2017 and 2016 was income of $1 million.

Income from Operations

Income from operations for the three and six months ended April 30, 2017 increased $6 million and $7 million, respectively, when compared to the same periods last year, on a corresponding revenue increase of $6 million and $11 million, respectively, when compared to the same periods last year.

Operating margin for the three months ended April 30, 2017 increased 5 percentage points as compared to the same period last year, driven by higher revenue volume, a decrease in operating expenses and higher gross margin. Operating margin for the six months ended April 30, 2017 increased 3 percentage points as compared to the same period last year, primarily driven by higher revenue volume, favorable gross margin and a decline in operating expenses.

FINANCIAL CONDITION

Liquidity and Capital Resources

Our financial position as of April 30, 2017 consisted of cash and cash equivalents of $983 million as compared to $783 million as of October 31, 2016.

As of April 30, 2017, approximately $811 million of our cash and cash equivalents was held outside of the U.S. in our foreign subsidiaries. Under current tax laws, most of the cash could be repatriated to the U.S., but it would be subject to U.S. federal and state income taxes, less applicable foreign tax credits. Cash held outside of the U.S. can be used for non-U.S. growth and expansion. Our cash and cash equivalents mainly consist of short-term deposits held at major global financial institutions, investments in institutional money market funds, and similar short duration instruments with original maturities of 90 days or less. We continuously monitor the creditworthiness of the financial institutions in which we invest our funds. We utilize a variety of funding strategies in an effort to ensure that our worldwide cash is available in the locations in which it is needed. Most significant international locations have access to internal funding through an offshore cash pool for working capital needs, in addition to

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temporary local overdraft and short-term working capital lines of credit for a few locations which are unable to access internal funding.

We believe our cash and cash equivalents, cash generated from operations, and ability to access capital markets and credit lines will satisfy, for at least the next twelve months, our liquidity requirements, both globally and domestically, including the following: working capital needs, capital expenditures, business acquisitions, contractual obligations, commitments, principal and interest payments on debt, and other liquidity requirements associated with our operations.

Net Cash Provided by Operating Activities

Cash flows from operating activities can fluctuate significantly from period to period as working capital needs and the timing of payments for income taxes, restructuring activities, pension funding, variable pay and other items impact reported cash flows.

Net cash provided by operating activities was $151 million for the six months ended April 30, 2017 compared to $209 million for the same period in 2016.

•

Net income for the first six months of fiscal 2017 increased $6 million. Changes to non-cash income and expenses included a $16 million decrease in deferred tax expense, a $9 million fee associated with a bridge loan facility, an impairment charge of $7 million related to cancellation of an in-process R&D project, a $2 million increase in share-based compensation expense, a $2 million decline in gain from sale of land, a $5 million decline in excess and obsolete inventory-related charges, a $6 million increase in depreciation and amortization expense and a $1 million decrease in other miscellaneous non-cash expenses as compared to the same period last year. The change in retirement and post-retirement benefits, net for the six months ended April 30, 2017 includes an adjustment for a non-cash gain of $68 million related to a Japan pension settlement gain. Additionally, we paid $28 million of acquisition-related compensation expense to redeem certain of Ixia's outstanding unvested stock awards as of the date of the Merger Agreement that were determined to relate to post-merger service periods and expensed in Keysight's consolidated financial statements.

•

The aggregate of accounts receivable, inventory and accounts payable used net operating cash of $17 million during the first six months of fiscal 2017 compared to cash used of $41 million in the comparable period last year. The amount of cash flow generated from or used by the aggregate of accounts receivable, inventory and accounts payable depends upon the cash conversion cycle, which represents the number of days that elapse from the day we pay for the purchase of raw materials and components to the collection of cash from our customers and can be significantly impacted by the timing of shipments and purchases, as well as collections and payments in a period.

•

The aggregate of employee compensation and benefits, income tax payable and other assets and liabilities used net operating cash of $20 million during the first six months of fiscal 2017 compared to cash provided of $21 million in the comparable period last year. The difference is primarily due to an increase in income tax and variable compensation payments as compared to the same period last year and other differences due to timing of accruals and collections versus payments between the periods.

•

We contributed $15 million to our non-U.S. defined benefit plans during the first six months of fiscal 2017, compared to $19 million in the same period last year. We expect to contribute approximately $17 million to our non-U.S. defined benefit plans during the remainder of 2017. For the six months ended April 30, 2017 and 2016, we did not contribute to our U.S. defined benefit plans or U.S. post-retirement benefit plan, and we do not expect to contribute to our U.S. defined benefit plans during the remainder of 2017.

Net Cash Used in Investing Activities

Net cash used in investing activities was $1,642 million for the six months ended April 30, 2017 as compared to $62 million for the same period last year. In the six months ended April 30, 2017, we paid $1,622 million, net of $72 million of cash acquired, for the acquisition of Ixia and related intangibles assets. The purchase consideration includes approximately $47 million paid to Ixia employees for vested equity awards. Investments in property, plant and equipment were $33 million for the six months ended April 30, 2017 compared to $62 million in the same period last year. The decrease in capital expenditures is primarily due to the timing of payments. We received $8 million and $10 million of proceeds from the sale of land in the six months ended April 30, 2017 and 2016, respectively. We received $4 million of proceeds from the sale of investments in the six months ended April 30, 2017. We expect that total capital expenditures for the current year will be approximately $100 million.

Net Cash Used in Financing Activities

Cash flows related to financing activities consist primarily of cash flows associated with the issuance of common stock under public offering, proceeds from borrowings, issuance of common stock under employee stock plans, and debt issuance cost.

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Net cash provided by financing activities for the six months ended April 30, 2017 was $1,690 million compared to cash used of $16 million for the same period in 2016, primarily due to proceeds from issuance of long-term debt of $1,069 million , short-term borrowings of $170 million and issuance of common stock under public offering of $444 million , net of issuance costs. The proceeds from these financing activities were used to fund the acquisition of Ixia.

Short-Term Debt

Revolving Credit Facility

On February 15, 2017, we entered into an amended and restated credit agreement (the “Revolving Credit Facility”) that replaced our existing $450 million unsecured credit facility dated September 15, 2014. The Revolving Credit Facility provides for a $450 million five-year unsecured revolving credit facility that will expire on February 15, 2022 and bears interest at an annual rate of LIBOR + 1.30%. In addition, the Revolving Credit Facility permits us to increase the total commitments under this credit facility by up to $150 million in the aggregate on one or more occasions upon request. We may use amounts borrowed under the facility for general corporate purposes. As of April 30, 2017, we had $140 million of borrowings outstanding under the Revolving Credit Facility. We were in compliance with the covenants of the Revolving Credit Facility during the six months ended April 30, 2017.

Bridge Facility

On January 30, 2017, we entered into a commitment letter pursuant to which certain lenders agreed to provide a senior unsecured 364-day bridge loan facility of up to $1.684 billion (“the Bridge Facility”) for the purpose of providing the financing to support Keysight's acquisition of Ixia. Under the terms of commitment letter, the Bridge Facility was automatically terminated upon the Ixia acquisition on April 18, 2017. For the three months ended April 30, 2017, we incurred costs in connection with the Bridge Facility of $9 million that were amortized to interest expense.

Long-Term Debt

2027 Senior Notes

In April 2017, the company issued an aggregate principal amount of $700 million in senior notes ("2027 Senior Notes"). The 2027 Senior Notes were issued at 99.873 percent of their principal amount. The notes will mature on April 6, 2027 and bear interest at a fixed rate of 4.60 percent per annum. The interest is payable semi-annually on April 6 and October 6 of each year, commencing on October 6, 2017. We incurred issuance costs of $6 million in connection with the 2027 Senior Notes that, along with the debt discount of $1 million, are being amortized to interest expense over the term of the senior notes. The 2027 Senior Notes are unsecured and rank equally in right of payment with all of our other senior unsecured indebtedness.

Senior Unsecured Term Loan

On February 15, 2017, we entered into a term credit agreement that provides for a three-year $400 million senior unsecured term loan that bears interest at an annual rate of LIBOR + 1.50%. The term loan was drawn upon the closing of the Ixia acquisition. As of April 30, 2017, we had borrowings outstanding under the term loan of $400 million, of which $30 million is due in the next twelve months. In connection with the term loan, we incurred issuance costs of $1 million that are being amortized to interest expense over the term of loan.

Contractual Commitments

Our cash flows from operations are dependent on a number of factors, including fluctuations in our operating results, accounts receivable collections, inventory management, and the timing of tax and other payments. As a result, the impact of contractual obligations on our liquidity and capital resources in future periods should be analyzed in conjunction with such factors.

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The following table summarizes our total contractual obligations at April 30, 2017. The amounts presented in the table do not reflect $31 million of liabilities related to uncertain tax positions as of April 30, 2017, as we are unable to accurately predict when these amounts will be realized or released. However, it is reasonably possible that there could be significant changes to our unrecognized tax benefits in the next 12 months due to either the expiration of a statute of limitations or a tax audit settlement.



	Total		Less than one year		One to three years		Three to five years		More than five years
	(in millions)
Debt obligations	$	2,340	$	170	$	870	$	—	$	1,300
Interest payments on long-term debt	598		87		165		119		227
Operating lease commitments	183		48		71		35		29
Capital lease commitments	4		—		1		1		2
Commitments to contract manufacturers and suppliers	271		270		1		—		—
Retirement plans	17		17		—		—		—
Other purchase commitments	35		35		—		—		—
Total	$	3,448	$	627	$	1,108	$	155	$	1,558

Commitments to contract manufacturers and suppliers. We purchase components from a variety of suppliers and use several contract manufacturers to provide manufacturing services for our products. During the normal course of business, we issue purchase orders with estimates of our requirements several months ahead of the delivery dates. Our agreements with these suppliers usually provide us with the option to cancel, reschedule, and adjust our requirements based on business needs prior to firm orders being placed. Purchase orders outstanding with delivery dates within 30 days are typically non-cancellable. The majority of our reported purchase commitments arising from these agreements are firm, non-cancellable, and unconditional commitments. We expect to fulfill most of our purchase commitments for inventory within one year.

In addition to the commitments to contract manufacturers and suppliers referenced above, we record a liability for firm, non-cancellable and unconditional purchase commitments for quantities in excess of our future demand forecasts consistent with our policy relating to excess inventory. As of April 30, 2017, the liability for our excess firm, non-cancellable and unconditional purchase commitments was $9 million, compared to $9 million as of October 31, 2016. These amounts are included in other accrued liabilities in our consolidated balance sheet.

Other purchase commitments. Other purchase commitments relate to contracts with professional services suppliers. We can typically cancel these contracts within 90 days without penalties. For those contracts that are not cancellable within 90 days without penalties, we disclose the amounts we are obligated to pay to a supplier under each contract in that period before such contract can be canceled. As of April 30, 2017, our contractual obligations with these suppliers were approximately $35 million within the next fiscal year, as compared to approximately $35 million as of October 31, 2016.

We had no material off-balance sheet arrangements as of April 30, 2017 or October 31, 2016.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Quantitative and qualitative disclosures about market risk appear in “Item 7A. Quantitative and Qualitative Disclosures About Market Risk” in Part II of our Annual Report on Form 10-K for the fiscal year ended October 31, 2016. There were no material changes during the six months ended April 30, 2017 to this information reported in the company’s 2016 Annual Report on Form 10-K.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures are effective.

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Changes in Internal Control over Financial Reporting

On April 18, 2017, we completed the acquisition of Ixia and have commenced the integration of Ixia into our internal control over financial reporting. There have been no other changes in our internal control over financial reporting during the three months ended April 30, 2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are involved in lawsuits, claims, investigations and proceedings, including, but not limited to, patent, commercial, employment and environmental matters, which arise in the ordinary course of business. There are no matters pending that we currently believe are probable of having a material impact to our business, consolidated financial condition, results of operations or cash flows.

ITEM 1A. RISK FACTORS

Risks, Uncertainties and Other Factors That May Affect Future Results

Risks Related to Our Business

Depressed and uncertain general economic conditions may adversely affect our operating results and financial condition.

Our business is sensitive to negative changes in general economic conditions, both inside and outside the United States. The continued economic downturn may adversely impact our business, resulting in:


•	reduced demand for our products, delays in the shipment of orders or increases in order cancellations;


•	increased risk of excess and obsolete inventories;


•	increased price pressure for our products and services; and


•	greater risk of impairment to the value, and a detriment to the liquidity, of our future investment portfolio.

In addition, macroeconomic developments, such as the recent downturn in Europe, the economic slowdown in Asia and the results of the recent U.S. and other national elections, economic uncertainties caused by the result of the United Kingdom's referendum advising for its exit from the European Union could negatively affect our ability to conduct business in those geographies. Financial difficulties experienced by our suppliers and customers, including distributors, could result in product delays and inventory issues. Risks to accounts receivable could result in delays in collection and greater bad debt expense.

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

Visibility into our markets is limited. 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 by our customers. In addition, our revenues and earnings forecasts for future fiscal quarters are often based on the expected seasonality or cyclicality of our markets. However, the markets we serve do not always experience the seasonality or cyclicality that we expect. Any decline in our customers' markets would likely result in a reduction in demand for our products and services. The broader semiconductor market is one of the drivers for our business, and therefore, a decrease in the semiconductor market could harm our business. Also, if our customers' markets decline, we may not be able to collect on outstanding amounts due to us. Such declines could harm our financial position, results of operations, cash flows and stock price, and could limit our profitability. Also, in such an environment, pricing pressures could intensify. Since a significant portion of our operating expenses is relatively fixed in nature due to sales, R&D and manufacturing costs, if we were unable to respond quickly enough, these pricing pressures could further reduce our operating margins.

If we do not introduce successful new products and services in a timely manner to address increased competition, rapid technological changes and changing industry standards, our products and services will become obsolete, and our operating results will suffer.

We generally sell our products in industries that are characterized by increased competition through frequent new product and service introductions, rapid technological changes and changing industry standards. In addition, many of the markets in which we operate are seasonal and cyclical. Without the timely introduction of new products, services and enhancements, our products and services will become technologically obsolete over time, in which case our revenue and operating results would suffer. The success of new products and services will depend on several factors, including our ability to:

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•	properly identify customer needs;


•	innovate and develop new technologies, services and applications;


•	successfully commercialize new technologies in a timely manner;


•	manufacture and deliver our products in sufficient volumes and on time;


•	differentiate our offerings from our competitors' offerings;


•	price our products competitively;


•	anticipate our competitors' development of new products, services or technological innovations; and control product quality in our manufacturing process.

Dependence on contract manufacturing and outsourcing other portions of our supply chain may adversely affect our ability to bring products to market and damage our reputation. Dependence on outsourced information technology and other administrative functions may impair our ability to operate effectively.

As part of our efforts to streamline operations and to cut costs, we outsource aspects of our manufacturing processes and other functions and continue to evaluate additional outsourcing. If our contract manufacturers or other outsourcers fail to perform their obligations in a timely manner or at satisfactory quality levels, our ability to bring products to market and our reputation could suffer. For example, during a market upturn, our contract manufacturers may be unable to meet our demand requirements, which may preclude us from fulfilling our customers' orders on a timely basis. The ability of these manufacturers to perform is largely outside of our control. Additionally, changing or replacing our contract manufacturers or other outsourcees could cause disruptions or delays. In addition, we outsource significant portions of our information technology ("IT") and other administrative functions. Since IT is critical to our operations, any failure of our IT providers to perform could impair our ability to operate effectively. In addition to the risks outlined above, problems with manufacturing or IT outsourcing could result in lower revenues and unrealized efficiencies, and could impact our results of operations and stock price. Much of our outsourcing takes place in developing countries and, as a result, may be subject to geopolitical uncertainty.

Failure to adjust our purchases due to changing market conditions or failure to estimate our customers' demand could adversely affect our income.

Our income could be harmed if we are unable to adjust our purchases to market fluctuations, including those caused by the seasonal or cyclical nature of the markets in which we operate. The sale of our products and services are dependent, to a large degree, on customers whose industries are subject to seasonal or cyclical trends in the demand for their products. For example, the consumer electronics market is particularly volatile, making demand difficult to anticipate. During a market upturn, we may not be able to purchase sufficient supplies or components to meet increasing product demand, which could materially affect our results. In the past, we have seen a shortage of parts for some of our products. In addition, some of the parts that require custom design are not readily available from alternate suppliers due to their unique design or the length of time necessary for design work. Should a supplier cease manufacturing such a component, we would be forced to reengineer our product. In addition to discontinuing parts, suppliers may also extend lead times, limit supplies or increase prices due to capacity constraints or other factors. In order to secure components for the production of products, we may continue to enter into non-cancellable purchase commitments with vendors, or at times make advance payments to suppliers, which could impact our ability to adjust our inventory to declining market demands. Prior commitments of this type have resulted in an excess of parts when demand for electronic products has decreased. If demand for our products is less than we expect, we may experience additional excess and obsolete inventories and be forced to incur additional charges.

Our operating results may suffer if our manufacturing capacity does not match the demand for our products.

Because we cannot immediately adapt our production capacity and related cost structures to rapidly changing market conditions, when demand does not meet our expectations, our manufacturing capacity will likely exceed our production requirements. If, during a general market upturn or an upturn in our business, we cannot increase our manufacturing capacity to meet product demand, we will not be able to fulfill orders in a timely manner, which could lead to order cancellations, contract breaches or indemnification obligations. This inability could materially and adversely limit our ability to improve our income, margin and operating results. By contrast, if, during an economic downturn, we had excess manufacturing capacity, then our fixed costs associated with excess manufacturing capacity would adversely affect our income, margins and operating results.

Industry consolidation and consolidation among our customer base may lead to increased competition and may harm our operating results.

There is potential for industry consolidation in our markets. As companies attempt to strengthen or hold their market positions in an evolving industry, companies could be acquired or may be unable to continue operations. Companies that are strategic alliance partners in some areas of our business may acquire or form alliances with our competitors, thereby reducing their business with us. We believe that industry consolidation may result in stronger competitors and could lead to more variability in our operating

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results and could have a material adverse effect on our business, operating results, and financial condition. Furthermore, particularly in the communications market, rapid consolidation would lead to fewer customers, with the effect that loss of a major customer could have a material impact on results not anticipated in a customer marketplace composed of more numerous participants.

Additionally, if there is consolidation among our customer base, our customers may be able to command increased leverage in negotiating prices and other terms of sale, which could adversely affect our profitability. In addition, if, as a result of increased leverage, customer pressures require us to reduce our pricing such that our gross margins are diminished, we could decide not to sell our products under such less favorable terms, which would decrease our revenue. Consolidation among our customer base may also lead to reduced demand for our products, replacement of our products by the combined entity with those of our competitors and cancellations of orders, each of which could harm our operating results.

Economic, political and other risks associated with international sales and operations could adversely affect our results of operations.

Because we sell our products worldwide, our business is subject to risks associated with doing business internationally. We anticipate that revenue from international operations will continue to represent a majority of our total revenue. However, there can be no assurances that our international sales will continue at existing levels or grow in accordance with our effort to increase foreign market penetration. In addition, many of our employees, contract manufacturers, suppliers, job functions and manufacturing facilities are located outside the United States. Accordingly, our future results could be harmed by a variety of factors, including:


•	interruption to transportation flows for delivery of parts to us and finished goods to our customers;


•	changes in foreign currency exchange rates;


•	changes in a specific country's or region's political, economic or other conditions;


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


•	negative consequences from changes in tax laws;


•	difficulty in staffing and managing widespread operations;


•	differing labor regulations;


•	differing protection of intellectual property;


•	unexpected changes in regulatory requirements; and


•	volatile political environments or geopolitical turmoil, including regional conflicts, terrorism, and war.

We centralize most of our accounting processes at two locations: India and Malaysia. These processes include general accounting, inventory cost accounting, accounts payable and accounts receivables functions. If conditions change in those countries, it may adversely affect operations, including impairing our ability to pay our suppliers. Our results of operations, as well as our liquidity, may be adversely affected and possible delays may occur in reporting financial results.

Additionally, we must comply with complex foreign and U.S. laws and regulations, such as the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and other local laws prohibiting corrupt payments to governmental officials, and anti-competition regulations. Violations of these laws and regulations could result in fines and penalties, criminal sanctions, restrictions on our business conduct and on our ability to offer our products in one or more countries, and could also materially affect our brand, ability to attract and retain employees, international operations, business and operating results. Although we actively maintain policies and procedures designed to ensure ongoing compliance with these laws and regulations, there can be no assurance that our employees, contractors or agents will not violate these policies and procedures.

In addition, although a substantial amount of our products are priced and paid for in U.S. Dollars, many of our products are priced in local currencies and a significant amount of certain types of expenses, such as payroll, utilities, tax and marketing expenses, are paid in local currencies. Our hedging programs are designed to reduce, but not entirely eliminate, within any given 12-month period, the impact of currency exchange rate movements, including those caused by currency controls, which could impact our business, operating results and financial condition by resulting in lower revenue or increased expenses. However, for expenses beyond a 12-month period, our hedging strategy will not mitigate our exchange rate risk. In addition, our currency hedging programs involve third-party financial institutions as counterparties. The weakening or failure of these counterparties may adversely affect our hedging programs and our financial condition through, among other things, a reduction in the number of available counterparties, increasingly unfavorable terms or the failure of counterparties to perform under hedging contracts.

Key customers or large orders may expose us to additional business and legal risks that could have a material adverse impact on our operating results and financial condition .

Certain key customers have substantial purchasing power and leverage in negotiating contractual arrangements with us. These customers may demand contract terms that differ considerably from our standard terms and conditions. Large orders may also include severe contractual liabilities for us if we fail to provide the quantity and quality of product at the required delivery times. While we attempt to contractually limit our potential liability under such contracts, we may have to agree to some or all of these

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types of provisions to secure these orders and to continue to grow our business. Such actions expose us to significant additional risks, which could result in a material adverse impact on our operating results and financial condition.

Our business will suffer if we are not able to retain and hire key personnel.

Our future success depends partly on the continued service of our key research, engineering, sales, marketing, manufacturing, executive and administrative personnel. If we fail to retain and hire a sufficient number of these personnel, we may not be able to maintain or expand our business. The markets in which we operate are dynamic, and we may need to respond with reorganizations, workforce reductions and site closures from time to time. We believe our pay levels are competitive within the regions that we operate. However, there is also intense competition for certain highly technical specialties in geographic areas in which we operate, and it may become more difficult to retain key employees.

Any inability to complete acquisitions on acceptable terms could negatively impact our growth rate and financial performance.

Our ability to grow revenues, earnings and cash flow depends in part upon our ability to identify and successfully acquire and integrate businesses at appropriate prices and realize anticipated synergies and business performance. Appropriate targets for acquisition are difficult to identify and complete for a variety of reasons, including but not limited to, limited due diligence, high valuations, business and intellectual property evaluations, other interested parties, negotiations of the definitive documentation, satisfaction of closing conditions, the need to obtain antitrust or other regulatory approvals on acceptable terms, and availability of funding. The inability to close appropriate acquisitions on acceptable terms could adversely impact our growth rate, revenue, and financial performance.

Our acquisitions, strategic alliances, joint ventures and divestitures may result in financial results that are different than expected.

In the normal course of business, we may engage in discussions with third parties relating to possible acquisitions, strategic alliances, joint ventures and divestitures. As a result of such transactions, our financial results may differ from our own or the investment community's expectations in a given fiscal quarter, or over the long term. If market conditions or other factors lead us to change our strategic direction, we may not realize the expected value from such transactions. Further, such transactions often have post-closing arrangements, including, but not limited to, post-closing adjustments, transition services, escrows or indemnifications, the financial results of which can be difficult to predict. In addition, acquisitions and strategic alliances may require us to integrate a different company culture, management team and business infrastructure. We may have difficulty developing, manufacturing and marketing the products of a newly acquired company in a way that enhances the performance of our businesses or product lines to realize the value from expected synergies. Depending on the size and complexity of an acquisition, the successful integration of the entity depends on a variety of factors, including:


•	the retention of key employees and/or customers;


•	the management of facilities and employees in different geographic areas; and


•	the compatibility of our infrastructure, policies and organizations with those of the acquired company.

If we do not realize the expected benefits or synergies of such transactions, our consolidated financial position, results of operations, cash flows and stock price could be negatively impacted.

In addition, effective internal controls are necessary for us to provide reliable and accurate financial reports and to effectively prevent fraud. We are devoting significant resources and time to comply with the internal control over financial reporting requirements of the Sarbanes-Oxley Act of 2002. However, we cannot be certain that these measures will ensure that we design, implement and maintain adequate control over our financial processes and reporting in the future, especially in the context of acquisitions of other businesses. Any difficulties in the assimilation of acquired businesses into our control system could harm our operating results or cause us to fail to meet our financial reporting obligations. Inferior internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our stock and our access to capital. All of these efforts require varying levels of management resources, which may divert our attention from other business operations.

We have outstanding debt and may incur other debt in the future, which could adversely affect our financial condition, liquidity and results of operations.

We currently have outstanding debt as well as availability to borrow under a revolving credit facility. We may borrow additional amounts in the future and use the proceeds from any future borrowing for general corporate purposes, future acquisitions, expansion of our business or repurchases of our outstanding shares of common stock.

Our incurrence of this debt, and increases in our aggregate levels of debt, may adversely affect our operating results and financial condition by, among other things:


•	requiring a portion of our cash flow from operations to make interest payments on this debt;

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•	increasing our vulnerability to general adverse economic and industry conditions;


•	reducing the cash flow available to fund capital expenditures and other corporate purposes and to grow our business; and


•	limiting our flexibility in planning for, or reacting to, changes in our business and the industry.

Our current revolving credit facility and term loan imposes restrictions on us, including restrictions on our ability to create liens on our assets and the ability of our subsidiaries to incur indebtedness, and requires us to maintain compliance with specified financial ratios. Our ability to comply with these ratios may be affected by events beyond our control. In addition, the indenture governing our senior notes contains covenants that may adversely affect our ability to incur certain liens or engage in certain types of sale and leaseback transactions. If we breach any of the covenants and do not obtain a waiver from the lenders, then, subject to applicable cure periods, our outstanding indebtedness could be declared immediately due and payable.

Environmental contamination from past operations could subject us to unreimbursed costs and could harm on-site operations and the future use and value of the properties involved, and environmental contamination caused by ongoing operations could subject us to substantial liabilities in the future.

Some of our properties are undergoing remediation by HP Inc. ("HP") for subsurface contaminations that were known at the time of Agilent's separation from HP in 1999. In connection with Agilent's separation from HP, HP and Agilent entered into an agreement pursuant to which HP agreed to retain the liability for this subsurface contamination, perform the required remediation and indemnify Agilent with respect to claims arising out of that contamination. Agilent has assigned its rights and obligations under this agreement to Keysight in respect of facilities transferred to us in the separation. As a result, HP will have access to a limited number of our properties to perform remediation. Although HP agreed to minimize interference with on-site operations at such properties, remediation activities and subsurface contamination may require us to incur unreimbursed costs and could harm on-site operations and the future use and value of the properties. In connection with the separation, Agilent will indemnify us directly for any liabilities related thereto. We cannot be sure that HP will continue to fulfill its remediation obligations or that Agilent will continue to fulfill its indemnification obligations.

In connection with the separation from Agilent, Agilent also agreed to indemnify us for any liability associated with contamination from past operations at all properties transferred from Agilent to Keysight. We cannot be sure that Agilent will fulfill its indemnification obligations.

Our current manufacturing processes involve the use of substances regulated under various international, federal, state and local laws governing the environment. As a result, we may become subject to liabilities for environmental contamination, and these liabilities may be substantial. Although our policy is to apply strict standards for environmental protection at our sites inside and outside the United States, even if the sites outside the United States are not subject to regulations imposed by foreign governments, we may not be aware of all conditions that could subject us to liability.

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

We and our customers are subject to various significant international, federal, state and local regulations, including, but not limited to, health and safety, packaging, product content, labor and import/export regulations. These regulations are complex, change frequently and have tended to become more stringent over time. We may be required to incur significant expenses to comply with these regulations or to remedy violations of these regulations. Any failure by us to comply with applicable government regulations could also result in cessation of our operations or portions of our operations, product recalls or impositions of fines and restrictions on our ability to carry on or expand our operations. If demand for our products is adversely affected or our costs increase, our business would suffer.

Our products and operations are also often subject to the rules of industrial standards bodies, like the International Standards Organization, as well as regulation by other agencies such as the U.S. Federal Communications Commission. We also must comply with work safety rules. If we fail to adequately address any of these regulations, our businesses could be harmed.

Third parties may claim that we are infringing their intellectual property rights, and we could suffer significant litigation or licensing expenses or be prevented from selling products or services.

From time to time, third parties may claim that one or more of our products or services infringe their intellectual property rights. We analyze and take action in response to such claims on a case-by-case basis. Any dispute or litigation regarding patents or other intellectual property could be costly and time-consuming due to the complexity of our technology and the uncertainty of intellectual property litigation and could divert our management and key personnel from business operations. A claim of intellectual property infringement could cause us to enter into a costly or restrictive license agreement (which may not be available under acceptable terms, or at all), require us to redesign certain of our products (which would be costly and time-consuming) and/or subject us to significant damages or an injunction against the development and sale of certain products or services. In certain of

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

Third parties may infringe our intellectual property rights, and we may suffer competitive injury or expend significant resources enforcing our intellectual property rights.

Our success depends in part on our proprietary technology, including technology we obtained through acquisitions. We rely on various intellectual property rights, including patents, copyrights, trademarks and trade secrets, as well as confidentiality provisions and licensing arrangements, to establish our proprietary rights. If we do not enforce our intellectual property rights successfully, our competitive position may suffer, which could harm our operating results.

Our pending patent, copyright and trademark registration applications may not be allowed or competitors may challenge the validity or scope of our patents, copyrights or trademarks. In addition, our patents, copyrights, trademarks and other intellectual property rights may not provide us with a significant competitive advantage. In preparation for the separation and distribution, we have applied for trademarks related to our new global brand name in various jurisdictions worldwide. Any successful opposition to our applications in material jurisdictions could impose material costs on us or make it more difficult to protect our brand. Different jurisdictions vary widely in the level of protection and priority they give to trademark and other intellectual property rights.

We may be required to spend significant resources monitoring our intellectual property rights, and we may or may not be able to detect infringement of such rights by third parties. Our competitive position may be harmed if we cannot detect infringement and enforce our intellectual property rights in a timely manner, or at all. In some circumstances, we may choose to not pursue enforcement due to a variety of reasons. In addition, competitors may avoid infringement by designing around our intellectual property rights or by developing non-infringing competing technologies. Intellectual property rights and our ability to enforce them may be unavailable or limited in some countries, which could make it easier for competitors to capture market share and could result in lost revenues to the company. Furthermore, some of our intellectual property is licensed to others, which allows them to compete with us using that intellectual property.

We are or will be subject to ongoing tax examinations of our tax returns by the IRS and other tax authorities. An adverse outcome of any such audit or examination by the IRS or other tax authority could have a material adverse effect on our results of operations, financial condition and liquidity.

We are or will be subject to ongoing tax examinations of our tax returns by the IRS and other tax authorities in various jurisdictions. We regularly assess the likelihood of adverse outcomes resulting from ongoing tax examinations to determine the adequacy of our provision for income taxes. These assessments can require considerable estimates and judgments. Intercompany transactions associated with the sale of inventory, services, intellectual property and cost sharing arrangements are complex and affect our tax liabilities. The calculation of our tax liabilities involves uncertainties in the application of complex tax laws and regulations in multiple jurisdictions. The outcomes of any tax examinations could have an adverse effect on our operating results and financial condition. Due to the complexity of tax contingencies, the ultimate resolution of any tax matters related to operations post-separation may result in payments greater or less than amounts accrued.

Our operations may be adversely impacted by changes in our business mix or changes in the tax legislative landscape.

Our effective tax rate may be adversely impacted by, among other things, changes in the mix of our earnings among countries with differing statutory tax rates, changes in the valuation allowance of deferred tax assets, and changes in tax laws. We cannot give any assurance as to what our effective tax rate will be in the future because, among other things, there is uncertainty regarding the tax policies of the jurisdictions where we operate. Changes in tax 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,” could impact our effective tax rate.

If tax incentives change or cease to be in effect, our income taxes could increase significantly.

We benefit from tax incentives extended to certain of our foreign subsidiaries to encourage investment or employment. Several jurisdictions have granted us tax incentives that require renewal at various times in the future, the most significant being Singapore. We do not expect incentives grants by other jurisdictions to have a material impact on our financial statements. The Singapore tax incentive requires that specific conditions be satisfied, which include achieving thresholds of employment, ownership of certain assets, as well as specific types of investment activities within Singapore. We believe that we will satisfy such conditions in the future as needed, but cannot guarantee that such conditions will be satisfied. Our Singapore tax incentive is due for renewal in fiscal 2024, but we cannot guarantee that Singapore will not revoke the tax incentive earlier.

Singapore announced potential changes to its IP incentive programs in its 2017 budget. Such potential changes could result in the early termination of our existing Singapore incentive in 2021. No changes have been finalized, and it is unclear to what

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extent, if at all, changes will be made to the tax incentives or specific conditions. We cannot guarantee that we will qualify for any new incentive regime or that such conditions will be satisfied.

Our taxes could increase if the incentives are not renewed upon revocation or expiration. If we cannot or do not wish to satisfy all or portions of the tax incentive conditions, we may lose the related tax incentive and could be required to refund the benefits that the tax incentives previously provided. As a result, our effective tax rate could be higher than it would have been had we maintained the benefits of the tax incentives and could harm our operating results.

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

Our factories, facilities and distribution system are subject to catastrophic loss due to fire, flood, terrorism or other natural or manmade disasters. In particular, several of our facilities could be subject to a catastrophic loss caused by earthquake or other natural disasters due to their locations. For example, our production facilities, headquarters and laboratories in California and our production facilities in Japan are all located in areas with above-average seismic activity. If any of these facilities were to experience a catastrophic loss, it could disrupt our operations, delay production, shipments and revenue and result in large expenses to repair or replace the facility. 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. In addition, since we have consolidated our manufacturing facilities, we are more likely to experience an interruption to our operations in the event of a catastrophe in any one location. Although we carry insurance for property damage and business interruption, we do not carry insurance or financial reserves for interruptions or potential losses arising from earthquakes or terrorism. Also, our third-party insurance coverage will vary from time to time in both type and amount depending on availability, cost and our decision with respect to risk retention. Economic conditions and uncertainties in global markets may adversely affect the cost and other terms upon which we are able to obtain third-party insurance. If our third-party insurance coverage is adversely affected, or to the extent we have elected to self-insure, we may be at a greater risk that our operations will be harmed by a catastrophic loss.

If we experience a significant disruption in, or breach in security of, our information technology systems, our business could be adversely affected.

We rely on several centralized information technology systems to provide products and services, maintain financial records, process orders, manage inventory, process shipments to customers and operate other critical functions. If we experience a prolonged system disruption in the information technology systems that involve our interactions with customers or suppliers, it could result in the loss of sales and customers and significant incremental costs, which could adversely affect our business. In addition, our information technology systems may be susceptible to damage, disruptions or shutdowns due to power outages, hardware failures, computer viruses, attacks by computer hackers, telecommunication failures, user errors, catastrophes or other unforeseen events. Furthermore, security breaches of our information technology systems could result in the misappropriation or unauthorized disclosure of confidential information belonging to the company or our employees, partners, customers or suppliers, which could result in significant financial or reputational damage to the company.

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

Despite our implementation of network security measures, our network may be vulnerable to cybersecurity attacks, computer viruses, break-ins and similar disruptions. Cybersecurity attacks, in particular, are evolving and include, but are not limited to, malicious software, attempts to gain unauthorized access to data, and other electronic security breaches that could lead to disruptions in systems, unauthorized release of confidential or otherwise protected information and corruption of data. Any such event could have a material adverse effect on our business, operating results and financial condition.

Our daily business operations require us to retain sensitive data such as intellectual property, proprietary business information and data related to customers, suppliers and business partners within our networking infrastructure. The ongoing maintenance and security of this information is pertinent to the success of our business operations and our strategic goals, and organizations like Keysight are susceptible to multiple variations of attacks on our networks on a daily basis.

Our networking infrastructure and related assets may be subject to unauthorized access by hackers, employee errors, or other unforeseen activities. Such issues could result in the disruption of business processes, network degradation and system downtime, along with the potential that a third party will exploit our critical assets such as intellectual property, proprietary business information and data related to our customers, suppliers and business partners. To the extent that such disruptions occur, they may cause delays in the manufacture or shipment of our products and the cancellation of customer orders and, as a result, our business operating results and financial condition could be materially and adversely affected resulting in a possible loss of business or brand reputation.

In addition, the effects of war or acts of terrorism could have a material adverse effect on our business, operating results and financial condition. The continued threat of terrorism and heightened security and military action in response to this threat, or any future acts of terrorism, may cause further disruption to the economy and create further uncertainties in the economy. Energy

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

Our business and financial results may be adversely affected by various legal and regulatory proceedings.

We are subject to legal proceedings, lawsuits and other claims in the normal course of business and could become subject to additional claims in the future, some of which could be material. The outcome of existing proceedings, lawsuits and claims may differ from our expectations because the outcomes of litigation are often difficult to reliably predict. Various factors or developments can lead us to change current estimates of liabilities and related insurance receivables where applicable, or permit us to make such estimates for matters previously not susceptible to reasonable estimates, such as a significant judicial ruling or judgment, a significant settlement, significant regulatory developments or changes in applicable law. A future adverse ruling, settlement or unfavorable development could result in charges that could adversely affect our business, operating results or financial condition.

We have substantial cash requirements in the United States, although most of our cash is generated outside of the United States. The failure to maintain a level of cash sufficient to address our cash requirements in the United States could adversely affect our financial condition and results of operations.

Although the cash generated in the United States from our operations, including any cash and non-permanently invested earnings repatriated to the United States, is expected to cover our normal operating requirements and debt service requirements, a substantial amount of additional cash may be required for special purposes such as the maturity of our current and future debt obligations, any dividends that may be declared, any future stock repurchase programs and any acquisitions. If we encounter a significant need for liquidity domestically that we cannot fulfill through borrowings, equity offerings or other internal or external sources, the transfer of cash into the United States may incur an overall tax rate higher than our tax rates have been in the past and negatively impact after-tax earnings.

We may need additional financing in the future to meet our capital needs or to make opportunistic acquisitions, and such financing may not be available on terms favorable to us, if at all, and may be dilutive to existing shareholders.

We may need to seek additional financing for our general corporate purposes. For example, we may need to increase our investment in R&D activities or need funds to make acquisitions. We may be unable to obtain any desired additional financing on terms favorable to us, if at all. If adequate funds are not available on acceptable terms, we may be unable to fund our expansion, successfully develop or enhance products or respond to competitive pressures, any of which could negatively affect our business. If we finance acquisitions by issuing additional convertible debt or equity securities, our existing stockholders may experience share dilution, which could affect the market price of our stock. If we raise additional funds through the issuance of equity securities, our shareholders will experience dilution of their ownership interest. If we raise additional funds by issuing debt, we may be subject to further limitations on our operations and ability to pay dividends due to restrictive covenants.

Adverse conditions in the global banking industry and credit markets may adversely impact the value of our cash investments or impair our liquidity.

Our cash and cash equivalents are invested or held in a mix of money market funds, time deposit accounts and bank demand deposit accounts. Disruptions in the financial markets may, in some cases, result in an inability to access assets such as money market funds that traditionally have been viewed as highly liquid. Any failure of our counterparty financial institutions or funds in which we have invested may adversely impact our cash and cash equivalent positions and, in turn, our results and financial condition.

Future investment returns on pension assets may be lower than expected or interest rates may decline, requiring us to make significant additional cash contributions to our future plans.

We sponsor several defined benefit pension plans that cover many of our salaried and hourly employees. The Federal Pension Protection Act of 2006 requires that certain capitalization levels be maintained in each of the U.S. plans, and there may be similar funding requirements in the plans outside the United States. Because it is unknown what the investment return on and the fair value of our pension assets will be in future years or what interest rates and discount rates may be at any point in time, no assurances can be given that applicable law will not require us to make future material plan contributions. Any such contributions could adversely affect our financial condition.

Risks Related to Our Common Stock

Our share price may fluctuate significantly.

Our common stock is listed on 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:

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•	actual or anticipated fluctuations in our operating results due to factors related to our business;


•	success or failure of our business strategy;


•	our quarterly or annual earnings, or those of other companies in our industry;


•	our ability to obtain third-party financing as needed;


•	announcements by us or our competitors of significant acquisitions or dispositions;


•	changes in accounting standards, policies, guidance, interpretations or principles;


•	the failure of securities analysts to cover our common stock;


•	changes in earnings estimates by securities analysts or our ability to meet those estimates;


•	the operating and share price performance of other comparable companies;


•	investor perception of our company;


•	natural or other disasters that investors believe may affect us;


•	overall market fluctuations;


•	results from any material litigation or government investigations;


•	changes in laws or regulations affecting our business; and


•	general economic conditions and other external factors.

Stock markets in general have experienced volatility that has often been unrelated to the operating performance of a particular company. These broad market fluctuations could adversely affect the trading price of our common stock.

In addition, when the market price of a company’s shares drops significantly, shareholders often institute securities class action lawsuits against the company. A lawsuit against us could cause us to incur substantial costs and could divert the time and attention of management and other resources.

We cannot guarantee the payment of dividends on our common stock, or the timing or amount of any such dividends.

We do not currently expect to pay dividends on our common stock. The payment of any dividends in the future, and the timing and amount thereof, to our shareholders will fall within the discretion of our board of directors. 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 the board deems relevant. We cannot guarantee that we will pay a dividend in the future or continue to pay any dividends if we commence paying dividends.

Certain provisions in our amended and restated certificate of incorporation and bylaws, and of Delaware law, may prevent or delay an acquisition of the company, which could decrease the trading price of our common stock.

Our amended and restated certificate of incorporation and amended and restated bylaws contain, and Delaware law contains, provisions that are intended to deter coercive takeover practices and inadequate takeover bids by making such practices or bids unacceptably expensive to the bidder and to encourage prospective acquirers to negotiate with our board of directors rather than to attempt a hostile takeover. These provisions include, among others:


•	the inability of our shareholders to call a special meeting;


•	the inability of our shareholders to act without a meeting of shareholders;


•	rules regarding how shareholders may present proposals or nominate directors for election at shareholder meetings;


•	the right of our board to issue preferred stock without shareholder approval;


•	the division of our board of directors into three classes of directors, with each class serving a staggered three-year term, and this classified board provision could have the effect of making the replacement of incumbent directors more time consuming and difficult;


•	a provision that shareholders may only remove directors with cause;


•	the ability of our directors, and not shareholders, to fill vacancies on our board of directors; and

•

the requirement that the affirmative vote of shareholders holding at least 80% of our voting stock is required to amend certain provisions in our amended and restated certificate of incorporation (relating to the number, term and removal of our directors, the filling of our board vacancies, the advance notice to be given for nominations for elections of directors, the calling of special meetings of shareholders, shareholder action by written consent, the ability of the board of directors to amend the bylaws, elimination of liability of directors to the extent permitted by Delaware law, exclusive forum for certain types of actions and proceedings that may be initiated by our shareholders and amendments of the certificate of incorporation) and certain provisions in our amended and restated bylaws (relating to the calling of special meetings of shareholders, the

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business that may be conducted or considered at annual or special meetings, the advance notice of shareholder business and nominations, shareholder action by written consent, the number, tenure, qualifications and removal of our directors, the filling of our board vacancies, director and officer indemnification and amendments of the bylaws).

In addition, because we have not chosen to be exempt from Section 203 of the Delaware General Corporation Law (the "DGCL"), this provision could also delay or prevent a change of control that some shareholders may favor. Section 203 provides that, subject to limited exceptions, persons that acquire, or are affiliated with a person that acquires, more than 15% 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% 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.

We believe these provisions will protect our shareholders from coercive or otherwise unfair takeover tactics by requiring potential acquirers to negotiate with our board of directors and by providing our board of directors with more time to assess any acquisition proposal. These provisions are not intended to make us immune from takeovers. However, these provisions will apply even if the offer may be considered beneficial by some shareholders and could delay or prevent an acquisition that our board of directors determines is not in the best interests of the company and our shareholders. These provisions may also prevent or discourage attempts to remove and replace incumbent directors.

In addition, an acquisition or further issuance of our stock could trigger the application of Section 355(e) of the Code. Under the tax matters agreement, we would be required to indemnify Agilent for the resulting tax, and this indemnity obligation might discourage, delay or prevent a change of control that some shareholders may consider favorable.

Our amended and restated certificate of incorporation designates that the state courts in the State of Delaware or, if no state court located within the State of Delaware has jurisdiction, the federal court for the District of Delaware, as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our shareholders, which could discourage lawsuits against the company and our directors and officers.

Our amended and restated certificate of incorporation provide that unless the board of directors otherwise determines, the state courts in the State of Delaware or, if no state court located within the State of Delaware has jurisdiction, the federal court for the District of Delaware, will be the sole and exclusive forum for any derivative action or proceeding brought on our behalf, any action asserting a claim of breach of a fiduciary duty owed by any of our directors or officers to the company or our shareholders, any action asserting a claim against us or any of our directors or officers arising pursuant to any provision of the DGCL or Keysight's amended and restated certificate of incorporation or bylaws, or any action asserting a claim against us or any of our directors or officers governed by the internal affairs doctrine. This exclusive forum provision may limit the ability of our shareholders to bring a claim in a judicial forum that such shareholders find favorable for disputes with us or our directors or officers, which may discourage such lawsuits against us and our directors and officers.

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Risks Related to the Acquisition of Ixia

We may not realize all of the anticipated benefits of the Merger or those benefits may take longer to realize than expected. We may also encounter significant unexpected difficulties in integrating the two businesses.

Our ability to realize the anticipated benefits of the Merger will depend, to a large extent, on our ability to integrate our and Ixia’s businesses. The combination of two independent businesses is a complex, costly and time-consuming process. As a result, we will be required to devote significant management attention and resources to integrating Ixia’s business practices and operations with our existing business practices and operations. The integration process may disrupt the businesses and, if implemented ineffectively or if impacted by unforeseen negative economic or market conditions or other factors, we may not realize the full anticipated benefits of the Merger. Our failure to meet the challenges involved in integrating the two businesses to realize the anticipated benefits of the Merger could cause an interruption of, or a loss of momentum in, our activities and could adversely affect our results of operations.

In addition, the overall integration of the businesses may result in material unanticipated problems, expenses, liabilities, competitive responses, loss of customer relationships, and diversion of management's attention. The difficulties of combining the operations of the companies include, among others:


•	the diversion of management's attention to integration matters;


•	difficulties in achieving anticipated cost savings, synergies, business opportunities and growth prospects from combining Ixia’s business with our business;


•	difficulties entering new markets or manufacturing in new geographies where we have no or limited direct prior experience;


•	difficulties in the integration of operations and systems;


•	difficulties in the assimilation of employees;


•	difficulties in managing the expanded operations of a significantly larger and more complex company;


•	successfully managing relationships with our strategic partners and supplier and customer base; and


•	challenges in maintaining existing, and establishing new, business relationships.

Many of these factors will be outside of our control and any one of them could result in increased costs, decreases in the amount of expected revenues and diversion of management's time and energy, which could materially impact the business, financial condition and our results of operations. In addition, even if the operations of our business and Ixia’s business are integrated successfully, we may not realize the full benefits of the Merger, including the synergies, cost savings or sales or growth opportunities that we expect. These benefits may not be achieved within the anticipated time frame, or at all. Furthermore, additional unanticipated costs may be incurred in the integration of the businesses. All of these factors could decrease or delay the expected accretive effect of the Merger and negatively impact us. As a result, we cannot be certain that the combination of our and Ixia’s businesses will result in the realization of the full benefits anticipated from the Merger.

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

The combined company’s success after the Merger will depend in part upon the ability of the combined company to retain executive officers and key employees. In some of the fields in which we and Ixia operate, there are only a limited number of people in the job market who possess the requisite skills and it may be increasingly difficult for the combined company to hire personnel over time.

Current and prospective employees of each company may experience uncertainty about their roles with the combined company following the Merger. In addition, key employees may depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with the combined company following the Merger. The loss of services of any key personnel or the inability to hire new personnel with the requisite skills could restrict the ability of the combined company to develop new products or enhance existing products in a timely manner, to sell products to customers or to manage the business of the combined company effectively. Also, the business, financial condition and results of operations of the combined company could be materially adversely affected by the loss of any of its key employees, by the failure of any key employee to perform in his or her current position, or by the combined company’s inability to attract and retain skilled employees.

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

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

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be incurred, factors beyond our control could affect the total amount or the timing of these expenses. Many of the expenses that will be incurred, by their nature, are difficult to estimate accurately.

Risks Related to the Separation

Our historical financial information is not necessarily representative of the results that we would have achieved as a separate, publicly-traded company and may not be a reliable indicator of our future results.

The historical information about the company prior to fiscal year 2015 refers to our business as operated by and integrated with Agilent. Accordingly, the historical financial information does not necessarily reflect the financial condition, results of operations or cash flows that we would have achieved as a separate, publicly-traded company during the periods presented or those that we will achieve in the future primarily as a result of the factors described below:

•

prior to the separation, our business was operated by Agilent as part of its broader corporate organization, rather than as an independent company. Agilent or one of its affiliates performed various corporate functions for us such as legal, treasury, accounting, auditing, human resources, corporate affairs and finance. Our historical financial results reflect allocations of corporate expenses from Agilent for such functions and are likely to be less than the expenses we would have incurred had we operated as a separate publicly-traded company. Following the separation, we are responsible for the cost related to such functions previously performed by Agilent;

•

generally, our working capital requirements and capital for our general corporate purposes, including acquisitions and capital expenditures, have historically been satisfied as part of the corporate-wide cash management policies of Agilent. Following the separation, we may need to obtain additional financing from banks, through public offerings or private placements of debt or equity securities, strategic relationships or other arrangements; and


•	our historical financial information prior to the separation does not reflect the debt or the associated interest expense that we have incurred as part of the separation and distribution.

Other significant changes may occur in our cost structure, management, financing and business operations as a result of operating as a company separate from Agilent. For additional information about the past financial performance of our business and the basis of presentation of the historical consolidated financial statements, see "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the financial statements and accompanying notes included elsewhere in this Form 10-Q.

Potential indemnification liabilities to Agilent pursuant to the separation and distribution agreement could materially and adversely affect our business, financial condition, results of operations and cash flows.

The separation and distribution agreement provides for, among other things, indemnification obligations designed to make us financially responsible for any liabilities associated with assets used by our business; our failure to pay, perform or otherwise promptly discharge any such liabilities or contracts, in accordance with their respective terms, whether prior to, at or after the distribution; any guarantee, indemnification obligation, surety bond or other credit support agreement, arrangement, commitment or understanding by Agilent for our benefit, unless they are liabilities related to assets used in the Agilent business; any breach by us of the separation agreement or any of the ancillary agreements or any action by us in contravention of our amended and restated certificate of incorporation or amended and restated bylaws; and any untrue statement or alleged untrue statement of a material fact or omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein not misleading, with respect to all information contained in the registration statement or any other disclosure document that describes the separation or the distribution or the company and its subsidiaries or primarily relates to the transactions contemplated by the separation and distribution agreement, subject to certain exceptions. If we are required to indemnify Agilent under the circumstances set forth in the separation and distribution agreement, we may be subject to substantial liabilities.

In connection with our separation from Agilent, Agilent will indemnify us for certain liabilities. However, there can be no assurance that the indemnity will be sufficient to insure us against the full amount of such liabilities, or that Agilent's ability to satisfy its indemnification obligation will not be impaired in the future.

Pursuant to the separation and distribution agreement and certain other agreements with Agilent, Agilent agreed to indemnify us for certain liabilities. However, third parties could also seek to hold us responsible for any of the liabilities that Agilent has agreed to retain, and there can be no assurance that the indemnity from Agilent will be sufficient to protect us against the full amount of such liabilities, or that Agilent will be able to fully satisfy its indemnification obligations. In addition, Agilent's insurers may attempt to deny us coverage for liabilities associated with certain occurrences of indemnified liabilities prior to the separation. Moreover, even if we ultimately succeed in recovering from Agilent or such insurance providers any amounts for which we are held liable, we may be temporarily required to bear these losses. Each of these risks could negatively affect our business, financial position, results of operations and cash flows.

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

After the separation, there are several significant areas where the liabilities of Agilent may become our obligations. For example, under the Internal Revenue Code and the related rules and regulations, each corporation that was a member of the Agilent U.S. consolidated group during a taxable period or portion of a taxable period ending on or before the effective time of the distribution is severally liable for the U.S. federal income tax liability of the entire Agilent U.S. consolidated group for that taxable period. Consequently, if Agilent is unable to pay the consolidated U.S. federal income tax liability for a prior period, we could be required to pay the entire amount of such tax, which could be substantial and in excess of the amount allocated to it under the tax matters agreement between us and Agilent. Other provisions of federal law establish similar liability for other matters, including laws governing tax-qualified pension plans, as well as other contingent liabilities.

There could be significant liability if the distribution is determined to be a taxable transaction.

A condition to the distribution is that Agilent received an opinion of Baker & McKenzie LLP, tax counsel to Agilent, regarding the qualification of the separation and the distribution as a reorganization within the meaning of Sections 355(a) and 368(a)(1)(D) of the Code. The opinion relies on certain facts, assumptions, representations and undertakings from Agilent and Keysight, including those regarding the past and future conduct of the companies' respective businesses and other matters. If any of these facts, assumptions, representations or undertakings are incorrect or not satisfied, Agilent and its shareholders may not be able to rely on the opinion, and could be subject to significant tax liabilities. Notwithstanding the opinion of tax counsel, the IRS could determine on audit that the distribution is taxable if it determines that any of these facts, assumptions, representations or undertakings are not correct or have been violated or if it disagrees with the conclusions in the opinion.

If the distribution were determined to be taxable for U.S. federal income tax purposes, Agilent and its shareholders that are subject to U.S. federal income tax could incur significant U.S. federal income tax liabilities. For example, if the distribution failed to qualify for tax-free treatment, Agilent would for U.S. federal income tax purposes be treated as if it had sold the Keysight common stock in a taxable sale for its fair market value, and Agilent's shareholders, who are subject to U.S. federal income tax, would be treated as receiving a taxable distribution in an amount equal to the fair market value of the Keysight common stock received in the distribution. In addition, if the separation and distribution failed to qualify for tax-free treatment under federal, state and local tax law and/or foreign tax law, Agilent (and, under the tax matters agreement described below, Keysight) could incur significant tax liabilities under U.S. federal, state, local and/or foreign tax law.

Under the tax matters agreement between Agilent and Keysight, we are generally required to indemnify Agilent against taxes incurred by Agilent that arise as a result of our taking or failing to take, as the case may be, certain actions that result in the distribution failing to meet the requirements of a tax-free distribution under Section 355 of the Code. Under the tax matters agreement between Agilent and Keysight, we may also be required to indemnify Agilent for other contingent tax liabilities, which could materially adversely affect our financial position.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

ISSUER PURCHASES OF EQUITY SECURITIES

The table below summarizes information about the company’s purchases, based on trade date; of its equity securities registered pursuant to Section 12 of the Exchange Act during the quarterly period ended April 30, 2017.



Period	Total Number of Shares of Common Stock Purchased ⁽¹⁾	Weighted Average Price Paid per Share of Common Stock ⁽²⁾	Total Number of Shares of Common Stock Purchased as Part of Publicly Announced Plans or Programs ⁽¹⁾	Maximum Approximate Dollar Value of Shares of Common Stock that May Yet Be Purchased Under the Program ⁽¹⁾

Feb. 1, 2017 through Feb. 28, 2017	—	N/A	—	$	138,515,618
Mar. 1, 2017 through Mar. 31, 2017	—	N/A	—	$	138,515,618
Apr. 1, 2017 through Apr. 30, 2017	—	N/A	—	$	138,515,618
Total	—	N/A	—



(1)	On February 18, 2016, the Board of Directors approved a stock repurchase program authorizing the purchase of up to $200 million of the company’s common stock. Under the 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. The stock repurchase program may be commenced, suspended or discontinued at any time at the company’s discretion and does not have an expiration date. All such shares and related costs are held as treasury stock and accounted for using the cost method.
(2)	The weighted average price paid per share of common stock does not include the cost of commissions.

ITEM 5. OTHER INFORMATION

Disclosure of Iranian Activities under Section 13(r) of the Securities Exchange Act of 1934

Under Section 219 of the Iran Threat Reduction and Syria Human Rights Act of 2012, which added section 13(r) of the Securities Exchange Act of 1934, as amended (“the Exchange Act”), public reporting issuers are required to disclose whether they or any of their affiliates knowingly engaged in certain activities, transactions, or dealings relating to Iran or certain designated individuals or entities.

From January to May 2016, Anite, a recently acquired subsidiary of Keysight organized and existing under the laws of England and Wales, engaged in transactions involving the sale of wireless network testing and measurement equipment to an end user in Iran. Anite sold the equipment through intermediate companies for ultimate end use by MTN Irancell, located in Tehran, Iran. These sales were completed in violation of Keysight’s trade policies which currently prohibit all sales to Iranian customers. Keysight discovered this activity after the relevant reporting period and has conducted a comprehensive internal investigation and review. As a result of this investigation and review, disciplinary action has been taken with respect to employees who knowingly violated company policy and Keysight has implemented additional compliance procedures designed to prevent future violations of policy.

Gross revenues reported by Anite in connection with these transactions were approximately $430,000; estimated total net profits would have been approximately $25,000.

ITEM 6. EXHIBITS

(a) Exhibits:

A list of exhibits is set forth in the Exhibit Index found on page 54 of this report.

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KEYSIGHT TECHNOLOGIES, INC.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



Dated:	June 7, 2017	By:	/s/ Neil Dougherty
			Neil Dougherty
			Senior Vice President and Chief Financial Officer
			(Principal Financial Officer)


Dated:	June 7, 2017	By:	/s/ John C. Skinner
			John C. Skinner
			Vice President and Corporate Controller
			(Principal Accounting Officer)

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KEYSIGHT TECHNOLOGIES, INC.

EXHIBIT INDEX



Exhibit
Number			Description
11.1			See Note 6, “Net Income Per Share,” to our Condensed Consolidated Financial Statements.

31.1			Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2			Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1			Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2			Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS			XBRL Instance Document

101.SCH			XBRL Schema Document

101.CAL			XBRL Calculation Linkbase Document

101.LAB			XBRL Labels Linkbase Document

101.PRE			XBRL Presentation Linkbase Document

101.DEF			XBRL Definition Linkbase Document

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Part I Item 1. Condensed Consolidated Financial Statements (unaudited)Item 2. Management S Discussion and Analysis Of Financial Condition and Results Of Operations (unaudited)Item 3. Quantitative and Qualitative Disclosures About Market Risk Item 4. Controls and Procedures Part II Other Information Item 1. Legal Proceedings Item 1A. Risk Factors Item 2. Unregistered Sales Of Equity Securities and Use Of Proceeds Item 5. Other Information Item 6. Exhibits

KEYS 10-Q Quarter ended April 30, 2017