Forward-Looking Statements

This communication contains forward-looking statements as defined in the Securities Exchange Act of 1934 and is subject to the safe harbors created therein. These forward-looking statements involve risks and uncertainties that could significantly affect the expected results and are based on certain key assumptions of Keysight’s management and on currently available information. Due to such uncertainties and risks, no assurances can be given that such expectations or assumptions will prove to have been correct, and readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as of the date hereof. Keysight undertakes no responsibility to publicly update or revise any forward-looking statement. The forward-looking statements contained herein include, but are not limited to, information and future guidance on the company’s goals, priorities, revenues, demand, growth opportunities, customer service and innovation plans, new product introductions, financial condition, earnings, the continued strengths and expected growth of the markets the company sells into, operations, operating earnings, and tax rates that involve risks and uncertainties that could cause Keysight’s results to differ materially from management’s current expectations. Such risks and uncertainties include, but are not limited to, changes in the demand for current and new products, technologies, and services; customer purchasing decisions and timing, and the risk that we are not able to realize the savings or benefits expected from integration or restructuring activities. The words “anticipate,” “plan,” “estimate,” “expect,” “intend,” “will,” “should,” “forecast,” “project,” and similar expressions, as they relate to the company, are intended to identify forward-looking statements.

In addition to the risks above, other risks that Keysight faces include those detailed in Keysight’s filings with the Securities and Exchange Commission, including our Form 10-K for the fiscal year ended Oct. 31, 2016, and Keysight’s quarterly report on Form 10-Q for the period ended April 30, 2017.

Segment Data

Segment data reflects the results of our reportable segments under our management reporting system. Segment revenue and income from operations are consistent with the respective non-GAAP measures as explained below and in the attached supplemental schedules. Segment data are provided on page 8 of the attached tables.

Use of Non-GAAP Financial Measures

In addition to financial information prepared in accordance with U.S. GAAP (“GAAP”), this document also contains certain non-GAAP financial measures based on management’s view of performance, including:

• Non-GAAP Core Revenue
• Non-GAAP Revenue
• Non-GAAP Income from Operations
• Non-GAAP Net Income
• Non-GAAP Diluted EPS

See the attached supplemental schedules for reconciliations of each non-GAAP financial measure to its most directly comparable GAAP financial measure for the three and nine month periods ended July 31, 2017 and for projected non-GAAP revenue amounts for the three months ended Oct. 31, 2017. Following the reconciliations is a discussion of the items adjusted from our non-GAAP financial measures and the company’s reasons for including or excluding certain categories of income or expenses from our non-GAAP results.

About Keysight Technologies

Keysight Technologies is a leading technology company that helps its engineering, enterprise and service provider customers optimize networks and bring electronic products to market faster and at a lower cost. Keysight’s solutions go where the electronic signal goes, from design simulation, to prototype validation, to manufacturing test, to optimization in networks and cloud environments. Customers span the worldwide communications ecosystem, aerospace and defense, automotive, energy, semiconductor and general electronics end markets. Keysight generated revenues of $2.9B in fiscal year 2016. In April 2017, Keysight acquired Ixia, a leader in network test, visibility, and security. More information is available at www.keysight.com.

Additional information about Keysight Technologies is available in the newsroom at www.keysight.com/go/news and on Facebook, Google+, LinkedIn, Twitter and YouTube.

Source: IR-KEYS

KEYSIGHT TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(In millions, except per share amounts)
(Unaudited)
PRELIMINARY
	Three months ended
	July 31,								Percent
		2017				2016			Inc/(Dec)
Orders	$	879			$	707			24	%
Net revenue	$	832			$	715			16	%
Costs and expenses:
Cost of products and services		421				309			36	%
Research and development		132				104			27	%
Selling, general and administrative		286				200			43	%
Other operating expense (income), net		(3	)			(4	)		(5	)%
Total costs and expenses		836				609			37	%
Income (loss) from operations		(4	)			106			(103	)%
Interest income		2				1			96	%
Interest expense		(22	)			(11	)		92	%
Other income (expense), net		(1	)			1			(119	)%
Income (loss) before taxes		(25	)			97			(125	)%
Provision (benefit) for income taxes		(7	)			6			(203	)%
Net income (loss)	$	(18	)		$	91			(120	)%
Net income (loss) per share:
Basic	$	(0.10	)		$	0.54
Diluted	$	(0.10	)		$	0.53
Weighted average shares used in computing net income per share:
Basic		186				170
Diluted		186				172
Page 1

KEYSIGHT TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(In millions, except per share amounts)
(Unaudited)
PRELIMINARY
	Nine months ended
	July 31,								Percent
		2017				2016			Inc/(Dec)
Orders	$	2,379			$	2,147			11	%
Net revenue	$	2,311			$	2,167			7	%
Costs and expenses:
Cost of products and services		1,083				963			13	%
Research and development		359				320			12	%
Selling, general and administrative		755				607			24	%
Other operating expense (income), net		(86	)			(22	)		301	%
Total costs and expenses		2,111				1,868			13	%
Income from operations		200				299			(33	)%
Interest income		5				2			132	%
Interest expense		(58	)			(35	)		65	%
Other income (expense), net		2				2			14	%
Income before taxes		149				268			(44	)%
Provision for income taxes		9				25			(60	)%
Net income	$	140			$	243			(43	)%
Net income per share:
Basic	$	0.78			$	1.43
Diluted	$	0.78			$	1.41
Weighted average shares used in computing net income per share:
Basic		178				170
Diluted		180				172
Page 2

KEYSIGHT TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEET
(In millions, except par value and share amounts)
PRELIMINARY
				July 31,						October 31,
					2017						2016
				(unaudited)
ASSETS
Current assets:
	Cash and cash equivalents			$	873					$	783
	Short-term investments				3						—
	Accounts receivable, net				521						437
	Inventory				561						474
	Other current assets				200						160
	Total current assets				2,158						1,854
Property, plant and equipment, net					546						512
Goodwill					1,861						736
Other intangible assets, net					865						208
Long-term investments					60						55
Long-term deferred tax assets					216						392
Other assets					134						39
	Total assets			$	5,840					$	3,796
LIABILITIES AND EQUITY
Current liabilities:
	Current portion of long-term debt			$	40					$	—
	Accounts payable				181						189
	Employee compensation and benefits				182						183
	Deferred revenue				265						180
	Income and other taxes payable				39						41
	Other accrued liabilities				77						51
	Total current liabilities				784						644
Long-term debt					2,047						1,093
Retirement and post-retirement benefits					371						405
Long-term deferred revenue					92						72
Other long-term liabilities					327						69
	Total liabilities				3,621						2,283
Total 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; 188 million shares at July 31, 2017
	and 172 million shares at October 31, 2016, issued				2						2
	Treasury stock at cost; 2.3 million shares at July 31, 2017 and				(62	)					(62	)
	October 31, 2016 respectively
	Additional paid-in-capital				1,772						1,242
	Retained earnings				1,079						949
	Accumulated other comprehensive loss				(572	)					(618	)
	Total stockholders' equity				2,219						1,513
	Total liabilities and equity			$	5,840					$	3,796
Page 3

KEYSIGHT TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(In millions)
(Unaudited)
PRELIMINARY
							Nine Months Ended
							July 31,
								2017				2016
Cash flows from operating activities:
Net income							$	140			$	243
Adjustments to reconcile net income to net cash provided by operating activities:
	Depreciation and amortization							153				101
	Share-based compensation							44				39
	Excess tax (benefit) deficiency from share-based plans							(4	)			4
	Debt issuance expense							9				—
	Deferred taxes							(43	)			5
	Excess and obsolete inventory related charges							12				14
	Gain on sale of land							(8	)			(10	)
	Asset impairment							7				—
	Other non-cash expenses, net							1				4
	Changes in assets and liabilities:
		Accounts receivable						14				(16	)
		Inventory						10				(23	)
		Accounts payable						(17	)			(38	)
		Employee compensation and benefits						(33	)			1
		Income tax payable						8				3
		Retirement and post-retirement benefits, net						(78	)			(38	)
		Other assets and liabilities						34				(12	)
Net cash provided by operating activities (a)								249				277
Cash flows from investing activities:
	Investments in property, plant and equipment							(54	)			(76	)
	Acquisition of businesses & intangibles assets, net of cash acquired							(1,642	)			(10	)
	Proceeds from sale of land							8				10
	Proceeds from sale of investments							42				1
	Other investing activities							—				(1	)
Net cash used in investing activities								(1,646	)			(76	)
Cash flows from financing activities:
	Issuance of common stock under employee stock plans							51				42
	Issuance of common stock under public offering							444				—
	Treasury stock repurchases							—				(62	)
	Proceeds from short term borrowings							170				—
	Proceeds from long term borrowings							1,069				—
	Repayment of debt							(240	)			(1	)
	Debt issuance costs							(16	)			—
	Excess tax benefit (deficiency) from share-based plans							4				(4	)
Net cash provided by/(used in) financing activities								1,482				(25	)
Effect of exchange rate movements								5				5
Net increase in cash and cash equivalents								90				181
Cash and cash equivalents at beginning of the period								783				483
Cash and cash equivalents at end of the period							$	873			$	664
	(a) Cash payments included in operating activities:
		Income tax payments, net						(43	)			(17	)
		Interest payment on borrowings						(24	)			(22	)
Page 4

KEYSIGHT TECHNOLOGIES, INC.
RECONCILIATION OF REVENUE EXCLUDING IMPACTS OF CURRENCY AND ACQUISITIONS
(In millions)
(Unaudited)
PRELIMINARY
			Q4'17 Guidance								Year-over-year compare
			Low end			High end					Q3'17				Q3'16			Percent Inc/(Dec)
GAAP Revenue			$	850		$	880				$	832			$	715		16	%
Acquisition-related fair value adjustments				25			25					31				3
Non-GAAP Revenue			$	875		$	905				$	863			$	718		20	%
Less revenue from acquisition included in segment results												(121	)			—
Currency impacts												4				—
Non-GAAP Core Revenue											$	746			$	718		4	%
Please refer page 9 for discussion on our non-GAAP financial measures.
Page 5

KEYSIGHT TECHNOLOGIES, INC.
NON-GAAP REVENUE AND OPERATING MARGIN RECONCILIATIONS
(In millions)
(Unaudited)
PRELIMINARY
				Three Months Ended								Nine Months Ended
				July 31,								July 31,
					2017				2016				2017				2016
Revenue				$	832			$	715			$	2,311			$	2,167
Acquisition-related fair value adjustments					31				3				36				12
Non-GAAP Revenue				$	863			$	718			$	2,347			$	2,179
				Three Months Ended								Nine Months Ended
				July 31,								July 31,
					2017				2016				2017				2016
Income (loss) from operations, as reported				$	(4	)		$	106			$	200			$	299
Amortization of acquisition-related balances					134				15				170				46
Share-based compensation					13				10				44				39
Acquisition and integration costs					12				4				39				11
Acquisition-related compensation expense					—				—				28				—
Separation and related costs					4				6				18				16
Japan pension settlement gain					—				—				(68	)			—
Restructuring and related costs					3				—				6				—
Other					2				(1	)			2				(7	)
Non-GAAP income from operations				$	164			$	140			$	439			$	404
GAAP Operating Margin					—	%			15	%			9	%			14	%
Non-GAAP Operating Margin					19	%			20	%			19	%			19	%
Please refer page 9 for discussion on our non-GAAP financial measures.
Page 6

KEYSIGHT TECHNOLOGIES, INC.
NON-GAAP NET INCOME AND DILUTED EPS RECONCILIATIONS
(In millions, except per share amounts)
(Unaudited)
PRELIMINARY
				Three Months ended														Nine Months ended
				July 31,														July 31,
				2017							2016							2017							2016
				Net Income			Diluted EPS (b)				Net Income			Diluted EPS				Net Income			Diluted EPS				Net Income			Diluted EPS
GAAP Net income (loss)				$	(18	)	$	(0.10	)		$	91		$	0.53			$	140		$	0.78			$	243		$	1.41
	Non-GAAP adjustments:
		Amortization of acquisition-related balances			134			0.71				15			0.09				170			0.95				46			0.27
		Share-based compensation expense			13			0.07				10			0.06				44			0.24				39			0.23
		Acquisition and integration costs			12			0.07				5			0.03				49			0.27				10			0.06
		Acquisition-related compensation expense			—			—				—			—				28			0.16				—			—
		Separation and related costs			4			0.03				6			0.03				18			0.10				16			0.09
		Japan pension settlement gain			—			—				—			—				(68	)		(0.38	)			—			—
		Restructuring and related costs			3			—				—			—				6			0.03				—			—
		Other			2			0.02				(3	)		(0.02	)			2			0.01				(7	)		(0.04	)
		Adjustment for taxes (a)			(35	)		(0.19	)			(16	)		(0.09	)			(62	)		(0.34	)			(38	)		(0.22	)
Non-GAAP Net income				$	115		$	0.61			$	108		$	0.63			$	327		$	1.82			$	309		$	1.80
Weighted average shares outstanding - diluted					186							172							180							172
(a) For the three and nine months ended July 31, 2017, management uses a non-GAAP effective tax rate of 19% and 18%, respectively. For the three and nine months ended July 31, 2016, management uses a non-GAAP effective tax rate of 17%. Historical amounts are reclassified to conform with current presentation.
(b) EPS impact on non-GAAP adjustments and non-GAAP net income is based on adjusted shares outstanding of 188 million
Please refer page 9 for discussion on our non-GAAP financial measures.
Page 7

KEYSIGHT TECHNOLOGIES, INC.
SEGMENT RESULTS INFORMATION
(In millions, except where noted)
(Unaudited)
PRELIMINARY
Communications Solutions Group																							YoY
											Q3'17						Q3'16						% Chg
Revenue											$	418					$	424					(1	)%
Gross Margin, %												61.2	%					61.7	%
Income from Operations											$	66					$	77
Operating Margin, %												16	%					18	%
Electronic Industrial Solutions Group																							YoY
											Q3'17						Q3'16						% Chg
Revenue											$	218					$	191					14	%
Gross Margin, %												61.1	%					60.7	%
Income from Operations											$	55					$	44
Operating Margin, %												25	%					23	%
Ixia Solutions Group																							YoY
											Q3'17						Q3'16						% Chg
Revenue											$	120						—					—
Gross Margin, %												77.0	%					—					—
Income from Operations											$	24						—					—
Operating Margin, %												20	%					—					—
Services Solutions Group																							YoY
											Q3'17						Q3'16						% Chg
Revenue											$	107					$	103					4	%
Gross Margin, %												41.8	%					42.4	%
Income from Operations											$	19					$	19
Operating Margin, %												18	%					19	%

Net revenue for our segments, Ixia Solutions Group and Communications Solutions Group excludes the impact of fair value adjustments to acquisition-related deferred revenue balances of $31 million and zero for Q3'17, and zero and $3 million for Q3'16, respectively. Segment revenue and income from operations are consistent with the respective non-GAAP measures as discussed on Page 9.

Page 8

KEYSIGHT TECHNOLOGIES, INC.
Non-GAAP Financial Measures
Management uses both GAAP and non-GAAP financial measures to analyze and assess the overall performance of the business, to make operating decisions and to forecast and plan for future periods. We believe that our investors benefit from seeing our results “through the eyes of management” in addition to seeing our GAAP results. This information enhances investors’ understanding of the continuing performance of our business and facilitates comparison of performance to our historical and future periods.
Our non-GAAP financial measures may not be comparable to similarly titled measures used by other companies, including industry peer companies, limiting the usefulness of these measures for comparative purposes.
These non-GAAP measures should be considered supplemental to and not a substitute for financial information prepared in accordance with GAAP. The discussion below presents information about each of the non-GAAP financial measures and the company’s reasons for including or excluding certain categories of income or expenses from our non-GAAP results. In future periods, we may exclude such items and may incur income and expenses similar to these excluded items. Accordingly, adjustments for these items and other similar items in our non-GAAP presentation should not be interpreted as implying that these items are non-recurring, infrequent or unusual.
Non-GAAP Revenue includes recognition of acquired deferred revenue that was written down to fair value in purchase accounting. Management believes that excluding fair value purchase accounting adjustments more closely correlates with the ordinary and ongoing course of the acquired company’s operations and facilitates analysis of revenue growth and business trends.
Non-GAAP Core Revenue is non-GAAP revenue (see Non-GAAP Revenue above) excluding the impact of foreign currency changes and revenue associated with businesses acquired within the last twelve months We exclude the impact of foreign currency changes as currency rates can fluctuate based on factors that are not within our control and can obscure revenue growth trends. As the nature, size and number of acquisitions can vary significantly from period to period and as compared to our peers, we exclude revenue associated with recently acquired businesses to facilitate comparisons of revenue growth and analysis of underlying business trends.
Non-GAAP Income from Operations, Non-GAAP Net Income and Non-GAAP Diluted EPS may include the following types of adjustments:
•	Share-based Compensation Expense: We exclude share-based compensation expense from our non-GAAP financial measures because share-based compensation expense can vary significantly from period to period based on the company’s share price, as well as the timing, size and nature of equity awards granted. Management believes the exclusion of this expense facilitates the ability of investors to compare the company’s operating results with those of other companies, many of which also exclude share-based compensation expense in determining their non-GAAP financial measures.
•	Acquisition-related Items: We exclude the impact of certain items recorded in connection with business combinations from our non-GAAP financial measures that are either non-cash or not normal, recurring operating expenses due to their nature, variability of amounts and lack of predictability as to occurrence or timing. These amounts may include non-cash items such as the amortization of acquired intangible assets and amortization of items associated with fair value purchase accounting adjustments, including recognition of acquired deferred revenue (see Non-GAAP Revenue above). We also exclude transaction and certain other cash costs associated with business acquisitions that are not normal recurring operating expenses, including amortization of amounts paid to redeem acquirees’ unvested stock-based compensation awards, and legal, accounting and due diligence costs. We exclude these charges to facilitate a more meaningful evaluation of our current operating performance and comparisons to our past operating performance.
•	Separation and Related Costs: We exclude all incremental expenses incurred to effect the separation of Keysight from Agilent. We exclude expenses that would not have been incurred if we had no plan to spin-off including, among other things, branding, legal, accounting and advisory fees, costs to resize and optimize our infrastructure and other costs to separate and transition from Agilent. We believe that these costs do not reflect expected future operating expenses and do not contribute to a meaningful evaluation of the company’s current operating performance or comparisons to our operating performance in other periods.
•	Restructuring and Related Costs: We exclude incremental expenses associated with restructuring initiatives, usually aimed at material changes in the business or cost structure. Such costs may include employee separation costs, asset impairments, facility-related costs, contract termination fees, and costs to move operations from one location to another. These activities can vary significantly from period to period based on the timing, size and nature of restructuring plans; therefore, we do not consider such costs to be normal, recurring operating expenses. We believe that these costs do not reflect expected future operating expenses and do not contribute to a meaningful evaluation of the company’s current operating performance or comparisons to our operating performance in other periods.
•	Other Items: We exclude certain other significant income or expense items that may occur occasionally and are not normal, recurring, cash operating from our non-GAAP financial measures. Such items are evaluated on an individual basis based on both quantitative and qualitative factors and generally represent items that we would not anticipate occurring as part of our normal business on a regular basis. While not all-inclusive, examples of certain other significant items excluded from non-GAAP financial measures would be: significant realized gains or losses associated with our employee benefit plans, significant litigation-related loss contingency accruals and settlement fees or gains associated with other disputed matters.
•	Estimated Tax Rate: We utilize a fixed long-term projected non-GAAP tax rate. When projecting this long-term rate, we exclude any tax benefits or expenses that are not directly related to ongoing operations and which are either isolated or cannot be expected to occur again with any regularity or predictability. Additionally, we evaluate our current long-term projections, current tax structure and other factors, such as existing tax positions in various jurisdictions and key tax holidays in major jurisdictions where Keysight operates. This tax rate could change in the future for a variety of reasons, including but not limited to significant changes in geographic earnings mix including acquisition activity, or fundamental tax law changes in major jurisdictions where Keysight operates. The above reasons also limit our ability to reasonably estimate the future GAAP tax rate and provide a reconciliation of the expected non-GAAP earnings per share for the fourth quarter of fiscal 2017 to the GAAP equivalent.
Management recognizes these items can have a material impact on our cash flows and/or our net income. Our GAAP financial statements, including our Condensed Consolidated Statement of Cash Flows, portray those effects. Although we believe it is useful for investors to see core performance free of special items, investors should understand that the excluded costs are actual expenses that may impact the cash available to us for other uses. To gain a complete picture of all effects on the company’s profit and loss from any and all events, management does (and investors should) rely upon the Condensed Consolidated Statement of Operations prepared in accordance with GAAP. The non-GAAP measures focus instead upon the core business of the company, which is only a subset, albeit a critical one, of the company’s performance.
Page 8

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