Keysight Technologies, Inc. (Form: 10-K, Received: 12/21/2015 16:11:09)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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Form 10-K

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(Mark One)
x		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the fiscal year ended October 31, 2015
or
o		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

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Keysight Technologies, Inc.

(Exact name of registrant as specified in its charter)



Delaware		46-4254555
State or other jurisdiction of Incorporation or organization		I.R.S. Employer Identification No.

Address of principal executive offices: 1400 Fountaingrove Parkway, Santa Rosa, CA 95403

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

Securities registered pursuant to Section 12(b) of the Act:



Title of each class		Name of each exchange on which registered
Common Stock par value $0.01 per share		New York Stock Exchange, Inc.

Securities registered pursuant to Section 12(g) of the Act: None

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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes T No ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No T

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 T No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, 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 T No ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

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 the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.



Large accelerated filer T	Accelerated filer ¨	Non-accelerated filer ¨	Smaller reporting company ¨

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

The aggregate market value of common equity held by non-affiliates as of April 30, 2015 was approximately $4 billion, based upon the closing price of the Registrant's common stock as quoted on New York Stock Exchange on such date. Shares of stock held by officers, directors and 5 percent or more stockholders have been excluded in that such persons may be deemed to be affiliates. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

As of December 14, 2015, there were 170,850,543 shares of our common stock outstanding.

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DOCUMENTS INCORPORATED BY REFERENCE



Document Description		10-K Part
Portions of the Proxy Statement for the Annual Meeting of Stockholders (the "Proxy Statement") to be held on March 17, 2016 and to be filed pursuant to Regulation 14A within 120 days after registrant's fiscal year ended October 31, 2015 are incorporated by reference into Part III of this Report.		III

Table of Contents

TABLE OF CONTENTS



		Page
Forward-Looking Statements		3
PART I
Item 1	Business	3
Item 1A	Risk Factors	13
Item 1B	Unresolved Staff Comments	23
Item 2	Properties	23
Item 3	Legal Proceedings	23
Item 4	Mine Safety Disclosures	23
PART II
Item 5	Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	24
Item 6	Selected Financial Data	24
Item 7	Management's Discussion and Analysis of Financial Condition and Results of Operations	25
Item 7A	Quantitative and Qualitative Disclosures About Market Risk	41
Item 8	Financial Statements and Supplementary Data	42
Item 9	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	92
Item 9A	Controls and Procedures	92
Item 9B	Other Information	92
PART III
Item 10	Directors, Executive Officers and Corporate Governance	92
Item 11	Executive Compensation	93
Item 12	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	93
Item 13	Certain Relationships and Related Transactions, and Director Independence	94
Item 14	Principal Accounting Fees and Services	94
PART IV
Item 15	Exhibits, Financial Statement Schedules	94

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Forward-Looking Statements

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 acquisitions and other transactions, our transition to lower-cost regions, and the existence of economic instability, 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 those discussed in Item 1A and elsewhere in this Form 10-K.

PART I

Item 1. Business

Overview

Keysight Technologies, Inc. ("we," "us," "Keysight" or the "company”), incorporated in Delaware on December 6, 2013, is a measurement company providing core electronic design and test solutions to communications and electronics industries. We provide electronic measurement 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, application services and instrument calibration and repair. We also offer customization, consulting and optimization services throughout the customer's product lifecycle.

On November 1, 2014, Keysight became an independent publicly-traded company through the distribution by Agilent Technologies Inc. ("Agilent") of 100 percent of the outstanding common stock of Keysight to Agilent's shareholders (the "Separation"). Each Agilent shareholder of record as of the close of business on October 22, 2014 received one share of Keysight common stock for every two shares of Agilent common stock held on the record date. Approximately 167 million shares of Keysight common stock were distributed on November 1, 2014 to Agilent shareholders. Keysight's Registration Statement on Form 10 was declared effective by the U.S. Securities and Exchange Commission ("SEC") on October 6, 2014. Keysight's common stock began trading "regular-way" under the ticker symbol "KEYS" on the New York Stock Exchange on November 3, 2014.

After separation, we reorganized our business into two operating segments, the measurement solutions segment and customer support and services segment. The measurement solutions segment consists of businesses that sell hardware and software products including Radio Frequency ("RF"), microwave, digital and other design and test technology solutions. The customer support and services segment consists of businesses that provide repair and calibration services for our customers' installed base of instruments and facilitates the resale of refurbished used equipment.

On August 13, 2015, we acquired all share capital of Anite, for a cash purchase price of $558 million, net of $43 million cash acquired. Anite is a U.K.-based global company with strong software expertise and a leading supplier of wireless test solutions. This acquisition strengthens our wireless software design and test portfolio and its Network Test business expands our served addressable market. Coupled with Keysight's expertise in helping customers design and test hardware, we can now provide customers with more comprehensive wireless hardware and software solutions. Anite’s Network Test business will also enable us to provide innovative solutions that help customers deliver an outstanding experience for mobile users in the network. Keysight funded the acquisition using existing cash.

We have a comprehensive sales strategy that uses our direct sales force, distributors, resellers and manufacturer's representatives. The strategy varies based on the size of customer, the complexity of products and geographical coverage. We generated $2.9 billion of net revenue in fiscal year 2015, 2014 and 2013. Of our total net revenue of $2.9 billion for the fiscal year ended October 31, 2015, we generated 35 percent in the United States and 65 percent outside the United States. As of October 31, 2015, we employed approximately 10,250 people worldwide. Our primary research and development and manufacturing sites are in California and Colorado in the United States and outside of the United States in China, Germany, Great Britain, India, Japan, Malaysia, Singapore and Spain.

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Net revenue, income from operations and assets by business segment as of and for the fiscal years ended October 31, 2015, 2014 and 2013 are shown in Note 21, "Segment Information," to our combined and consolidated financial statements, which we incorporate by reference herein.

We had approximately 15,500 direct customers for our products and services in fiscal year 2015 and greater than 30,000 customers including indirect channels. No single customer represented a material amount of our net revenue. Many of our customers acquire products and services across both of our segments.

Strategies

With a singular focus on electronic design and test, we help our customers bring breakthrough electronic products to market faster and at a lower cost. Our research and development investments focus on our customers' design and test challenges, from simulation to design validation to manufacturing and optimization. Market and customer opportunities are driven by the need for faster data rates and new form factors, and by evolving technology standards.

•

Invest in new wireless communication measurement solutions. We are investing in the development of new wireless communications test solutions to satisfy the market which is being driven by the explosive growth in mobile data and evolving wireless standards. The acquisition of Anite strengthens our wireless software design and test portfolio and its Network Test business expands our served addressable market.


•	Invest in modular solutions. The market for modular solutions is expected to grow faster than the overall electronic measurement market. We are investing to leverage our strength in feature-rich instrumentation into a portfolio of modular measurement solutions.


•	Enhance and expand software solutions. An increasing percentage of measurement science and functionality is delivered through software solutions. Our portfolio of software solutions and software productivity tools is extensive and represents a significant corporate asset. We will continue to invest in software development to capitalize on its growth potential.


•	Grow the services business. Services is a new growth initiative with significant potential. Our focus on growing services through multi-vendor calibration and asset management builds upon a strong foundation of repair and calibration services and refurbished used equipment sales.

Strengths

Our Electronic Measurement Business originated in 1939. Our legacy encompasses more than 75 years of innovation, measurement science expertise and deep customer relationships. We do business with most Fortune 1000 companies that are developing electronic products. The following strengths are significant:

Technology Leadership as a Competitive Differentiator: Proprietary software and hardware technologies unavailable on the commercial market and developed by our thirteen R&D centers around the world, enable many Keysight products to deliver the best design and measurement solution capability available for our customers’ engineering requirements. Built on an intellectual property foundation developed over a 30 year period, Keysight’s Electronic Design Automation computer aided design software for radio and microwave frequency designs is the premiere tool used by over two-thirds of the world’s engineers doing design work in this field. Some of Keysight’s hardware technologies are designed and manufactured in our own in-house integrated circuit fabrication facilities which were purpose-built and optimized to deliver unmatched capabilities across the broad portfolio of Keysight instruments. Once developed, these technologies can be deployed into multiple instrument form factors which include the Feature Rich Box or Bench Top instruments, modular instruments and handheld portable instruments. For Keysight, deploying technology across all the instrument form factors provides multiple revenue streams from a single technology investment. The result is that Keysight is recognized as being the product leader in four core engineering instrumentation categories; RF and Microwave Design Simulation software, Network Analyzers, Signal Analyzers, and Signal Sources.

Broad Portfolio of Solutions to Address Customer Needs: We believe we have the broadest portfolio of electronic measurement products in the industry. Our hardware product portfolio spans many technologies, price points and form factors. We address time and frequency domain applications with RF, microwave, high-speed digital and general instrumentation. In addition, we have a broad portfolio of software products including Electronic Design Automation software for RF and high-speed digital design, hundreds of measurement application solutions to help customers make specific measurements quickly and consistently, and software tools for programming. We were recognized in December 2014 with the 2014 Global Frost & Sullivan Award for Market Leadership in Instrumentation Software for capturing the highest market share within the industry. We were recognized in September 2015 with the Global Frost & Sullivan Global Electronics Test Systems in Automotive Price/Performance Value Leadership 2015. We were also recognized with the 2015 Global Frost & Sullivan Award for Growth Excellence Leadership in the digital oscilloscope market in December 2015.

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Industry Leading Commitment to Product Quality and Reliability: We believe we have a reputation in the industry for high quality and high reliability electronic measurement instrumentation and software. This reputation for quality is supported by a three-year instrument warranty. Ensuring quality and reliability is an integral part of our new product development processes.

Large Installed Base: We have a large installed base of equipment because of the breadth of our product portfolio and our long history of producing high-performance and high-quality products. This installed base enables a strong and growing Customer Support and Services organization that provides a wide range of calibration and repair services, on both a per incident and contract basis, and provides a significant source of loyal customers for future sales.

Sales Channel with Global Reach: We have a worldwide and comprehensive sales channel. We have experienced management teams and highly technical sales and application engineers in all parts of the world, including a strong local presence in emerging markets. Our sales channel strategy is segmented by customer size, customer location and product characteristics. We deploy a direct sales organization for medium and large targeted accounts, and focus our direct sales efforts on higher performance products that require configuration and application-specific information. Approximately 76 percent of our business comes from customer interactions with our direct sales organization. To ensure broad geographic coverage and wide availability of our general purpose products, we maintain a network of over 600 channel partners to complement our direct sales force.

Centralized Order Fulfillment: Our order fulfillment organization allows us to leverage the scale and scope of our business to provide high-quality, market-leading instrument solutions to our customers while generating competitive gross margins. Our Penang, Malaysia site is our largest manufacturing facility, with a proven track record of operational excellence, technology capability and quality. We have an established network of suppliers and subcontractors, especially in Asia, that complements our in-house capabilities.

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

Measurement Solutions Business

Our measurement solutions business provides electronic measurement instruments and systems and related software and software design tools that are used in the design, development, manufacture, installation, deployment and operation of electronics equipment. We provide start‑up assistance, consulting, optimization and application support throughout the customer’s product lifecycle.

We employed approximately 9,050 people as of October 31, 2015 in our measurement solutions business. This business generated revenue of $2.5 billion in fiscal 2015, 2014 and 2013.

Measurement Solutions Markets

Our electronic design and test solutions serve the following three markets:

Communications Market

We market our electronic design and test solutions to network equipment manufacturers (“NEMs”), wireless device manufacturers, and communications service providers, including the component manufacturers within the supply chain for these customers. Growth in mobile data traffic and increasing complexity in semiconductors and components are drivers of test demand across the communications market.

NEMs manufacture and sell products to facilitate the transmission of voice, data and video traffic. The NEMs’ customers are communications service providers that deploy and operate the networks and services, as well as distribute end‑user subscriber devices, including wireless personal communication devices and set‑top boxes. To meet their customers’ demands, NEMs require test and measurement instruments, systems and solutions for the development, production and installation of each network technology.

Wireless device manufacturers require design and test solutions for the design, development, manufacture and repair of mobile devices. These mobile devices are used for voice, data and video delivery to individuals who connect wirelessly to the service provider’s network. The device manufacturers’ primary customers are large and small service providers and consumers who purchase devices directly from retailers. Wireless device manufacturers require design and test solutions that enable technology development in conformance with the latest communications standards.

Communications service providers require reliable network equipment that enables new service offerings and allows their networks to operate at ever‑increasing capacities. To achieve this, communications service providers require a range of sophisticated

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test instruments and systems to ensure conformance to communication standards and network requirements and to evaluate network performance.

Component manufacturers design, develop and manufacture electronic components and modules used in network equipment and wireless devices. The component manufacturers require test and measurement products to verify that the performance of their components and modules meets the specifications of their NEM and device customers.

Aerospace and Defense Market

We market our electronic design and test solutions to manufacturers and research facilities within the aerospace and defense industries. This market includes commercial and government customers and their contracted suppliers. The modernizations of satellite, radar and surveillance systems worldwide are drivers of test demand within the aerospace and defense market.

Government customers include departments or ministries of defense and related agencies around the world. Contractors support the government and commercial customers by providing design and manufacturing capabilities for a variety of programs. We also sell to sub‑contractors and component manufacturers within the supply chain.

Customers use our electronic measurement instruments to develop and manufacture a wide variety of electronic components and systems used in aerospace and defense industries including commercial and military aircraft, space, satellite, radar, intelligence and surveillance. Customers test the electrical parameters of RF, microwave frequency and digital components and assemblies, final products and large systems containing multiple electronic instruments.

Industrial, Computer and Semiconductor Market

We market our electronic design and test solutions to customers with significant electronic content within the industrial, computer and semiconductor test market. These industries design, develop and manufacture a wide range of products, including those produced in high volumes, such as computers, computer peripherals, electronic components, consumer electronics, enterprise servers, storage networks and automotive electronics. The components, printed circuit assemblies and functional devices for these products may be designed, developed and manufactured by electronic components companies, by original equipment manufacturers or by contract manufacturers. Other industrial applications for products include power, energy, medical, research and education.

Customers use test solutions in developing and manufacturing a wide variety of electronic components and systems. These customers’ test requirements include testing the electrical parameters of digital, radio frequency, and microwave frequency components and assemblies; testing multiple parameters of the printed circuit boards used in almost every electronic device; testing of the final product; and testing of systems containing multiple electronic instruments. For semiconductor and board test applications, customers use our solutions in the design, development, manufacture, installation, deployment, and operation of semiconductor and printed circuit assemblies.

Measurement Solutions Products

Our electronic design and test solutions include RF and microwave instruments, digital instruments and various other general purpose test instruments and targeted test solutions. We offer these products and related software in a variety of form factors, including benchtop, modular and handheld, depending on the specific requirements of the customer application.

RF and Microwave Products

Our RF and microwave test instruments and related software and electronic design automation (“EDA”) software tools are used mainly in wireless and aerospace and defense applications. These products are required for the design and production of wireless network products, communications links, cellular handsets and base stations. RF and microwave test instruments include signal analyzers, signal generators, network analyzers, one box testers and power meters. The recent acquisition of Anite provides the software and hardware tools used to design and test the software portion of wireless devices and test the performance of networks.

Digital Products

Our digital test products are used by research and development engineers across a broad range of industries to validate the function and performance of their digital product and system designs. These designs include a wide range of products from simple digital control circuits to complex high-speed systems such as computer servers and the latest generation gaming consoles. The test products offered include oscilloscopes, logic and serial protocol analyzers, logic‑signal sources, arbitrary waveform generators, and bit error rate testers. Our customers also use our high‑frequency EDA software tools to model signal integrity problems in digital design applications as digital speeds continue to increase.

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Software Solutions

Our high-frequency EDA software tools are used to model, simulate and analyze communications product designs at the circuit and system levels. Our measurement application software is an extension of our hardware solutions which enables a wide range of measurement capability used across all end markets to design and manufacture next-generation electronic components and products. The recent acquisition of Anite provides the software tools used to design and test the software portion of wireless devices and test the performance of networks.

Other Products

Our general purpose instruments and related software are used across all of our markets by engineers in research and development laboratories, in manufacturing, for calibration and service; for measuring voltage, current, frequency, signal pulse width, modulation and other complex electronics measurements. Our general purpose products include voltmeters, multimeters, frequency counters, bench and system power supplies, function generators and waveform synthesizers.

Our semiconductor and board test solutions enable customers to develop and test state-of-the-art semiconductors, test printed circuit boards and measure position and distance information to the sub‑nanometer level. We supply parametric test instruments and systems used primarily to examine semiconductor wafers during the manufacturing process. Our in‑circuit test systems help identify quality defects, such as faulty or incorrect parts, that affect electrical performance. Our laser interferometer measurement systems are based on precision optical technology and provide precise position or distance information for dimensional measurements.

Our surveillance systems and subsystems are used by defense and government engineers and technicians to detect, locate and analyze signals of interest. The products offered include probes for detecting signals and software that enables the identification and analysis of these signals.

Our suite of fiber optic test products measure and analyze a wide variety of critical optical and electrical parameters in fiber optic networks and their components. Components which can be tested with our solutions include source lasers, optical amplifiers, filters and other passive components. Test products include optical modulation analyzers, optical component analyzers, optical power meters, and optical laser source products.

Our microscopy products are high‑resolution imaging devices that can resolve features as small as an atomic lattice. Our atomic force microscopes and scanning electron microscopes allow researchers to observe and manipulate molecular and atomic level features. Our portfolio provides customers with reliable, easy‑to‑use tools for a wide range of nanotechnology applications, including semiconductor, data storage, polymers, materials science and life science studies.

Measurement Solutions Customers

Our customers include original equipment and contract manufacturers of electronic products, wireless device manufacturers and network equipment manufacturers who design, develop, manufacture and install network equipment. Other customers are service providers who implement, maintain and manage communication networks and services, and companies who design, develop, and manufacture semiconductors and semiconductor lithography systems. Our customers use our products to conduct research and development, manufacture, install and maintain radio frequency, microwave frequency, digital, semiconductor, and optical products and systems. Many of our customers purchase solutions across several of our major product lines for their different business units.

We had approximately 6,600 direct customers for the measurement solutions business in fiscal year 2015. No single customer represented a material amount of our net revenue.

In general, the orders and revenues from many of the electronic measurement markets and product categories are seasonal, traditionally marked by lower business levels in the first and third quarters of the fiscal year and higher volumes in the second and fourth quarters of the fiscal year. The seasonal impact of our business is tempered by broader economic trends and the diversity of our electronic measurement products and customers, which span multiple industries.

Measurement Solutions Sales, Marketing and Support

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

Our direct sales force focuses on addressing our largest customer needs and recommending solutions involving the effective use and deployment of our equipment, systems and capabilities. Some of our direct sales force concentrates on more complex products such as our high‑performance instruments, where customers require strategic consultation. Our direct sales force consists

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of field and application engineers who have in‑depth knowledge of the customers’ business and technology needs. Our application engineers provide a combination of consulting, systems integration and application and software engineering services that are instrumental in all stages of the sale, implementation and support of our complex systems and solutions.

To complement our direct sales force, we have agreements with channel partners around the world. These partners, including resellers, manufacturer’s representatives and distributors, serve customers across both of our segments and are expected to provide the same level of service and support as our direct sales force. Lower dollar sales transactions are also served by our tele‑sales and electronic commerce channels.

Measurement Solutions Manufacturing

We concentrate our electronic measurement manufacturing efforts primarily on final assembly and test of our products. To maximize our productivity and our ability to respond to market conditions, we use contract manufacturers for the production of printed circuit boards, sheet metal fabrication, metal die-casting, plastic molding and standard electronic components. We also manufacture proprietary devices and assemblies in our own fabrication facilities for competitive advantage. We have manufacturing facilities in California and Colorado in the United States. Outside of the United States we have manufacturing centralized in Malaysia with other manufacturing facilities in China, Germany and Japan. Our Penang, Malaysia site is our largest test and measurement manufacturing facility with proven operational excellence through scale, scope and expertise.

Within our business, there are three Technology Centers that collectively provide key components and sub‑systems. The three Technology Centers are located in Boeblingen, Germany, Colorado Springs, Colorado and Santa Rosa, California. These technologies include optical components and sub‑systems, Application-Specific Integrated Circuits (ASICs), Thick and Thin Films, High Speed Probes and Precision Machining. These Technology Centers provide a competitive advantage by developing unique technologies for our instrumentation needs.

We generally only manufacture products when we have received firm orders for delivery and do not generally hold large stocks of finished inventory.

Measurement Solutions Competition

The market for electronic design and test solutions is highly competitive across our targeted markets. In the communications test market, our primary competitors are Anritsu Corporation, Ansoft Corporation (a subsidiary of Ansys Corporation), Cobham plc, National Instruments Corporation, Rohde & Schwarz GmbH & Co. KG, Tektronix, Inc. (a subsidiary of Danaher Corporation) and Teradyne, Inc. In the aerospace and defense market our primary competitors are Cobham plc, Rohde & Schwarz GmbH & Co. KG, and Tektronix, Inc. In the industrial, computer, and semiconductor market, we compete against companies such as Ametek, Inc., Fluke Corporation (a subsidiary of Danaher Corporation), National Instruments Corporation, Rohde & Schwarz GmbH & Co. KG, Tektronix, Inc., Teledyne Technologies Incorporated and Teradyne, Inc.

Our electronic design and test solutions offer a wide range of products and related software, and these products compete primarily on the basis of product quality and functionality.

Customer Support and Services Business

The customer support and services business provides accredited repair and calibration services for our installed base instrument customers and facilitates the resale of used equipment. Our customer support and services business enables our customers to maximize the value from their electronic measurement equipment through system uptime support, customer site resident professionals, on-site calibrations and localized service centers. Providing these services assures a high level of instrument performance and availability while minimizing the cost of ownership and equipment downtime.

We employed approximately 1,200 people as of October 31, 2015 in our customer support and services business. This business generated revenue of approximately $400 million in each of fiscal 2015, 2014 and 2013.

Customer Support and Services Markets

Our customer support and services business broadly addresses the same markets as the measurement solutions business, which includes the communications, aerospace and defense and industrial, computer and semiconductor test markets.

Customer Support and Services Products

Our customer support and services business provides accredited repair and calibration services for our electronic measurement instruments. We also manage instrument trade‑in programs and refurbish and sell used instruments.

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Repair: We provide repair services to our customers. Repair services are performed in company service centers or on‑site at customer locations.

Calibration: We are an accredited calibration service provider for our electronic design and test solutions. Calibration services are performed in company service centers or on site at customer locations. We continue to expand our multi-vendor physical, dimensional and optical calibration services to meet the growing customer demand.

Parts: We provide parts and self‑maintenance tools to customers who do their own in‑house maintenance.

Refurbished Used Equipment: We refurbish and resell used equipment sourced primarily from sales demonstration equipment and trade‑in programs. Our CertiPrime program ensures the same high-quality product as new equipment.

Customer Support and Services Customers

The customers for our customer support and services business include most customers of the measurement solutions business as well as customers who buy repair and calibration services and parts for our products they already own. We had approximately 13,000 direct customers for the customer support and services business. No single customer represented a material amount of our net revenue.

Customer Support and Services Sales, Marketing and Support

Our electronic measurement customer support and services business shares the same industry‑leading sales, marketing and support resources as the measurement solutions business, including the same direct sales force and complementary channel partners.

Our global presence, with localized service proximity, is an important factor in sustaining our customers’ equipment uptime. The service delivery organization includes more than 60 Keysight service locations in 30 countries, customer on‑site capabilities, resident professionals and a network of complementary channel partners.

Customer Support and Services Competition

Our electronic measurement customer support and services business competes with independent test instrument service providers and other original equipment manufacturers. Many of these competitors offer a wide range of services and can support instruments from multiple manufacturers. Service quality, cost and turn‑around time drive competitiveness. In addition, some of our customers have in‑house calibration and repair capabilities.

We compete with regional and country‑specific test instrument service providers and government measurement laboratories that are not original equipment manufacturers. Our primary competitors are Trescal Limited, Tektronix Instrument Calibration Services and Ceprei Laboratories. Due to differing country and regulatory accreditation standards, the services provided may vary greatly.

Our refurbished instruments business faces competition from other electronic measurement instrument competitors with trade‑in programs and from numerous rental companies, equipment dealers, brokers and resellers.

The following discussions of Research and Development, Backlog, Intellectual Property, Materials, Environmental and International Operations include information common to each of our businesses.

Research and Development

Research and development ("R&D") expenditures were $387 million in fiscal 2015, $361 million in fiscal 2014 and $375 million in fiscal 2013. We anticipate that we will continue to have significant R&D expenditures in order to maintain our competitive position with a continuous flow of innovative, high-quality products and services. We are committed to investing in R&D and have focused our development efforts on key strategic opportunities in order to align our business with available markets and position ourselves to grow in our markets.

Our R&D efforts focus on potential new products and product improvements covering a wide variety of technologies. We conduct R&D in four principal areas: applied R&D in enabling technologies, communications, simulation and measurement. Our R&D seeks to improve on various technical competencies in electronics, software, systems and solutions. In each of these R&D fields, we conduct R&D that is focused on specific product development for release in the short-term as well as other R&D that is intended to be the foundation for future products over a longer time horizon. Product development R&D investments support new product introductions, improvements to existing products and development of products to meet future market opportunities.

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Backlog

Backlog represents the amount of revenue expected from orders that have already been booked, including orders for goods and services that have not been delivered to customers, orders invoiced but not yet recognized as revenue, and orders for goods that were shipped but not invoiced, awaiting acceptance by customers.

At October 31, 2015, our unfilled backlog was approximately $779 million, as compared to approximately $781 million at October 31, 2014. We expect that a majority of the unfilled backlog will be recognized as revenue within six months. On average, our backlog represents approximately three months' of revenue. We believe backlog on any particular date, while indicative of short-term revenue performance, is not necessarily a reliable indicator of medium or long-term revenue performance.

Intellectual Property

We generate patent and other intellectual property rights covering significant inventions and other innovations in order to create a competitive advantage. Although we believe that our licenses, patents and other intellectual property rights have value, in general no single license, patent or other intellectual property right is in itself material, other than the Keysight mark. In addition, our intellectual property rights may be challenged, invalidated or circumvented or may otherwise not provide significant competitive advantage.

Materials

Our manufacturing operations employ a wide variety of semiconductors, electromechanical components and assemblies and raw materials such as plastic resins and sheet metal. We purchase materials from thousands of suppliers on a global basis. Some of the parts that require custom design work are not readily available from alternate suppliers due to their unique design or the length of time necessary for design work. Our long-term relationships with suppliers allow us to proactively manage technology road maps and product discontinuance plans and monitor their financial health. Even so, some suppliers may still extend their lead times, limit supplies, increase prices or cease to produce necessary parts for our products. If these are unique components, we may not be able to find a substitute quickly or at all. To address the potential disruption in our supply chain, we use a number of techniques, including qualifying multiple sources of supply and redesign of products for alternative components. In addition, while we generally attempt to keep our inventory at minimal levels, we do purchase incremental inventory as circumstances warrant to protect the supply chain.

Environmental

Our R&D, manufacturing and distribution operations involve the use of hazardous substances and are regulated under international, federal, state and local laws governing health and safety and the environment. We apply strict standards for protection of the environment and occupational health and safety to sites inside and outside the United States, even if not subject to regulation imposed by foreign governments. We believe that our properties and operations at our facilities comply in all material respects with applicable environmental laws and occupational health and safety laws. However, the risk of environmental liabilities cannot be completely eliminated and there can be no assurance that the application of environmental and health and safety laws will not require us to incur significant expenditures. We are also regulated under a number of international, federal, state, and local laws regarding recycling, product packaging and product content requirements. The environmental, product content/disposal and recycling laws are gradually becoming more stringent and may cause us to incur significant expenditures in the future.

Some of our properties are undergoing remediation by Hewlett-Packard Company ("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 Keysight in the separation. As a result, HP has 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, Agilent also agreed to indemnify us for any liability associated with contamination from past operations at all properties transferred from Agilent to us. We cannot be sure that Agilent will fulfill its indemnification obligations.

We maintain a comprehensive Environmental Site Liability insurance policy which may cover certain clean-up costs or legal claims related to environmental contamination. This policy covers specified active, inactive and divested locations.

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International Operations

Our net revenue originating outside the United States, as a percentage of our total net revenue, was approximately 65 percent in fiscal 2015, 64 percent in fiscal 2014, and 67 percent in fiscal 2013, the majority of which was from customers other than foreign governments. Revenues from external customers are generally attributed to regions based upon the location of our sales representative.

Long-lived assets located outside of the United States as a percentage of our total long-lived assets was approximately 62 percent in fiscal year 2015 and 64 percent in fiscal year 2014. Approximately 22 and 26 percent of our long-lived assets were located in Japan in fiscal years 2015 and 2014, respectively. Approximately 12 and 14 percent of our long-lived assets were located in Malaysia in fiscal years 2015 and 2014, respectively.

Most of our sales in international markets are made by foreign sales subsidiaries. In countries with low sales volumes, sales are made through various representatives and distributors. However, we also sell into international markets directly from the United States.

Our international business is subject to risks customarily encountered in foreign operations, including interruption to transportation flows for delivery of parts to us and finished goods to our customers, changes in a specific country's or region's political or economic conditions, trade protection measures, import or export licensing requirements, consequences from changes in tax laws and regulatory requirements, difficulty in staffing and managing widespread operations, differing labor regulations, differing protection of intellectual property and geopolitical turmoil, including terrorism and war. We are also exposed to foreign currency exchange rate risk inherent in our sales commitments, anticipated sales and expenses, and assets and liabilities denominated in currencies other than the local functional currency, and may also become subject to interest rate risk inherent in any debt we incur, or investment portfolios we hold. There may be an increased risk of political unrest in regions where we have significant manufacturing operations such as Southeast Asia. However, we believe that our international diversification provides stability to our worldwide operations and reduces the impact on us of adverse economic changes in any single country. Financial information about our international operations is contained in Note 21, "Segment Information," to our combined and consolidated financial statements.

Acquisition of Material Assets

On August 13, 2015, we acquired all share capital of Anite, a U.K.-based global company, under the scheme document dated July 6, 2015. This acquisition strengthens our wireless software design and test portfolio and its Network Test business expands our served addressable market. Coupled with Keysight's expertise in helping customers design and test hardware, we can now provide customers with more comprehensive wireless hardware and software solutions. Anite’s Network Test business will also enable us to provide innovative solutions that help customers deliver an outstanding experience for mobile users in the network. As a result of the acquisition, Anite has become a wholly-owned subsidiary of Keysight. The consideration paid was $558 million, net of $43 million of cash acquired. We funded the acquisition using our existing cash.

Executive Officers of the Registrant

The names of our executive officers and their ages, titles and biographies as of December 1, 2015 appear below:

Ronald S. Nersesian , 56, has served as President and Chief Executive Officer of Keysight since December 2013 and, prior to separation, served as Executive Vice President of Agilent. Mr. Nersesian served as President of Agilent from November 2012 to September 2013 and as Chief Operating Officer, Agilent from November 2011 to September 2013. From November 2011 to November 2012, Mr. Nersesian served as Agilent’s Executive Vice President and Chief Operating Officer. He served as Senior Vice President, Agilent, and President, Electronic Measurement Group from March 2009 to November 2011, as Agilent’s Vice President and General Manager of the Wireless Business Unit of the Electronics Measurement Group from February 2005 to February 2009, and as Agilent’s Vice President and General Manager of the Design Validation Division from May 2002 to February 2005. Prior to joining Agilent, Mr. Nersesian served in management positions with LeCroy Corporation from 1996 to 2002. From 1984 through 1996, Mr. Nersesian served in various roles with HP. Mr. Nersesian serves on the Board of Directors of Trimble Navigation Limited.

Neil Dougherty , 46, has served as Senior Vice President and Chief Financial Officer of Keysight since December 2013 and, prior to separation, served as Vice President, Agilent, since 2012. From 2012 to 2013, Mr. Dougherty also served as Agilent’s Treasurer. He served as Senior Director in Agilent’s Corporate Development Group from 2010 to 2012, and from 2006 to 2010, he served as Agilent’s Assistant Treasurer. Prior to that, Mr. Dougherty held a broad variety of positions in finance for Agilent and HP.

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Jay Alexander, 52, has served as Senior Vice President and Chief Technology Officer of Keysight since May 2014 and, from October 2009 until prior to the separation, he served as Vice President and General Manager for the Oscilloscope and Protocol Division of Agilent.

Ingrid Estrada , 51, has served as Senior Vice President, Human Resources, Keysight since December 2013 and, prior to separation, served as Vice President and General Manager of Global Sourcing of Agilent since 2011, and as Vice President and General Manager of Remarketing Solutions Division of Agilent since 2006.

Michael Gasparian , 57, has served as Senior Vice President of the Communications Solutions Group since November 2015. From March 2014 to November 2015, Mr. Gasparian served as Senior Vice President of Customer Support and Services and Worldwide Marketing for Keysight and, prior to separation, served as Vice President, Agilent since 2000, although he did not work at Agilent from 2009 to 2010. From 2011 to 2012, Mr. Gasparian served as Agilent’s Vice President of Marketing. From 2007 to 2008, Mr. Gasparian served as the General Manager of the Material Science Solutions Unit of Agilent.

Soon Chai Gooi , 54, has served as Senior Vice President of the Industrial Solutions Group since November 2015. From December 2013 to November 2015, Mr. Gooi served as Senior Vice President of Order Fulfillment and Infrastructure for Keysight and, prior to separation, as Senior Vice President, Agilent since December 2011. From November 2012 to September 2013, he served as President of Agilent Order Fulfillment and Supply Chain, and from December 2011 to November 2012, he was the Senior Vice President of Order Fulfillment and Supply Chain. Previously, Mr. Gooi served as Agilent’s Vice President and General Manager of the Electronic Instruments Business Unit and EMG Order Fulfillment from May 2006 to December 2011.

John Page, 51, has served as Senior Vice President of Services Solutions Group since November 2015 and most recently served as vice president of business finance of Keysight from February 2014 to November 2015. Prior to joining Keysight, Mr. Page served as the Chief Financial Officer of Nanosys, Inc. from 2010-2014.

Guy S é n é, 60, has served as Senior Vice President of Worldwide Sales since November 2015. From March 2014 to November 2015, Mr. S é n é served as Senior Vice President of Measurement Solutions and Worldwide Sales for Keysight and, prior to separation, served as Senior Vice President, Agilent, and President, Electronic Measurement Group since November 2011. From May 2009 to November 2011, Mr. Sene served as Agilent’s Vice President and General Manager, Microwave and Communications Division of the Electronic Measurement Group.

Stephen Williams , 43, has served as Senior Vice President, General Counsel and Secretary of Keysight since December 2013 and, prior to separation, served as Agilent’s Vice President, Assistant General Counsel and Assistant Secretary since November 2009. From February 2007 to November 2009, Mr. Williams served as Managing Counsel in Agilent’s Legal Department.

John Skinner , 53, has served as Vice President, Corporate Controller and Principal Accounting Officer of Keysight since December 2013 and, prior to separation, served as Vice President, Agilent. From April 2012 to December 2013, Mr. Skinner served as Vice President, Agilent and Controller of Global Infrastructure and Enterprise Financial Planning and Analysis. From April 2009 to April 2012, Mr. Skinner served as Agilent’s Senior Director of Agilent Business Reporting.

Investor Information

We are subject to the informational requirements of the Securities Exchange Act of 1934 (“Exchange Act”). Therefore, we file periodic reports, proxy statements and other information with the Securities and Exchange Commission (“SEC”). Such reports, proxy statements and other information may be read and copied by visiting the Public Reference Room of the SEC at 100 F Street N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, the SEC maintains an Internet site (http://www.sec.gov) that contains reports, proxy and information statements and other information regarding issuers that file electronically.

You can access financial and other information at our Investor Relations website. The address is www.investor.keysight.com. We make available, free of charge, copies of our annual report on Form 10-K, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act as soon as reasonably practicable after filing such material electronically or otherwise furnishing it to the SEC.

Our Corporate Governance Standards, the charters of our Audit and Finance Committee, our Compensation Committee, our Executive Committee and our Nominating/Corporate Governance Committee, as well as our Standards of Business Conduct are available on our website at www.investor.keysight.com under “Corporate Governance.” These items are also available in print to any stockholder in the United States and Canada who requests them by calling (800) 829-4444. This information is also available by writing to the company at the address on the cover of this Annual Report on Form 10-K.

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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.

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:


•	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

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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 communications and electronics 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.

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. 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

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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 plan to implement policies and procedures designed to ensure 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.

Significant 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 significant 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 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.

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 Hewlett-Packard Company ("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.

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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 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

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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 our foreign subsidiaries to encourage investment or employment. Several jurisdictions have granted or are anticipated to grant us tax incentives that require renewal at various times in the future, the most significant being Singapore. We do not expect incentives granted by other jurisdictions to have a material impact on our financial statements. 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.

Our taxes could increase if the incentives are not renewed upon 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.

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.

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

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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.

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 combined and 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 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 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;


•	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.

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Our current revolving credit facility 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.

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 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 pension assets will be in future years or what interest 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 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. Our historical financial information prior to fiscal year 2015 included in this Form 10-K is derived from the consolidated financial statements and accounting records of 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 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

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and the basis of presentation of the historical combined and 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-K.

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.

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,

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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.

We may not be able to engage in certain corporate transactions for a two-year period after the separation.

To preserve the tax-free treatment for U.S. federal income tax purposes to Agilent of the separation and distribution, under the tax matters agreement that we have entered into with Agilent, we are restricted from taking any action that prevents the separation and distribution from being tax-free for U.S. federal income tax purposes. Under the tax matters agreement, for the two-year period following the distribution, we are prohibited, except in certain circumstances, from entering into acquisition, merger, liquidation, sale and stock redemption transactions with respect to our stock if such transactions, taken as a whole, would result in one or more persons acquiring forty percent (40%) or more of the outstanding Keysight stock.

These restrictions may limit our ability to pursue certain strategic transactions or other transactions that we may believe to be in the best interests of our shareholders or that might increase the value of our business. In addition, under the tax matters agreement, we may be required to indemnify Agilent against any such tax liabilities as a result of the acquisition of Keysight's stock or assets, even if we did not participate in or otherwise facilitate the acquisition.

Certain of our executive officers and directors may have actual or potential conflicts of interest because of their equity interest in Agilent.

The ownership by our executive officers and some of our directors of common shares of Agilent may create, or may create the appearance of, conflicts of interest. Because of their current or former positions with Agilent, certain of our executive officers and directors own Agilent common shares. The individual holdings of common shares may be significant for some of these persons compared to these persons' total assets. Even though our board of directors consist of a majority of directors who are independent, and our executive officers ceased to be employees of Agilent upon the separation, continuing ownership of Agilent common shares by our executive officers and some of our directors could create, or appear to create, potential conflicts of interest if Keysight and Agilent pursue the same corporate opportunities or face decisions that could have different implications for Keysight and Agilent.

The one-time and ongoing costs of the spin-off may be greater than we expected.

We have and will continue to incur costs in connection with our transition to being a stand-alone public company that relate primarily to accounting, tax, legal and other professional costs; financing costs in connection with obtaining our financing as a stand-alone company; compensation, such as modifications to certain incentive awards as a result of spin-off; recruiting and relocation costs associated with hiring our senior management personnel; and costs to separate assets and information systems. These costs, whether incurred before or after the spin-off, may be greater than anticipated and could have a material adverse effect on our business, financial condition, results of operations and cash flows.

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:


•	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;

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•	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 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

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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.

Item 1B. Unresolved Staff Comments

None.

Item 2. Properties

Our executive offices are located in the United States in an owned facility in Santa Rosa, California. We own or lease a total of approximately 145 operating facilities located throughout the world that handle manufacturing production, assembly, sales, quality, assurance testing, distribution and packaging of our products. These facilities are located in the following countries: Australia, Austria, Belgium, Brazil, Canada, China, Denmark, Finland, France, Germany, Great Britain, Hong Kong, India, Israel, Italy, Japan, Malaysia, Mexico, Netherlands, Russia, Singapore, Spain, South Korea, Sweden, Switzerland, Taiwan, the United Arab Emirates and the United States. As of October 31, 2015, we own or lease a total of approximately 5.8 million square feet of space worldwide, of which we own approximately 4.1 million square feet and lease 1.7 million square feet. Our sales and support facilities occupy a total of approximately 0.5 million square feet. Our manufacturing plants, R&D facilities and warehouse and administrative facilities occupy approximately 5.3 million square feet. All of these facilities are well maintained and suitable for the operations conducted in them.

Item 3. Legal Proceedings

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, combined and consolidated financial condition, results of operations or cash flows.

Item 4. Mine Safety Disclosures

Not applicable.

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PART II

Item 5. Market for the Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Our common stock is listed on the New York Stock Exchange ("NYSE") with the ticker symbol "KEYS.’’ High and low sales prices per share of our common stock as reported by the NYSE for each full quarterly period of fiscal years 2014 are not provided as Keysight common shares did not begin "regular way" trading on the NYSE until November 3, 2014. The following table sets forth the high and low sale prices per quarter for the fiscal year 2015 as reported in the consolidated transaction reporting system for the New York Stock Exchange:



Fiscal 2015	High		Low		Dividends
First Quarter (ended January 31, 2015)	$	36.33	$	28.56	—
Second Quarter (ended April 30, 2015)	$	38.99	$	33.37	—
Third Quarter (ended July 31, 2015)	$	36.31	$	29.51	—
Fourth Quarter (ended October 31, 2015)	$	34.13	$	29.28	—

There were 25,139 shareholders of record of Keysight common stock as of December 14, 2015.

We have not paid any dividends or repurchased any stock to date, and we currently intend to retain any future income to fund the development and growth of our business. We do not anticipate paying any cash dividends or repurchase stock in the foreseeable future. All decisions regarding the declaration and payment of dividends and repurchase stock are at the discretion of our Board of Directors and will be evaluated regularly in light of our financial condition, earnings, growth prospects, funding requirements, applicable law, and any other factors that our Board deems relevant.

The information required by this item with respect to equity compensation plans is included under the caption Equity Compensation Plans in our proxy statement for the 2016 annual meeting of stockholders, to be filed with the Securities and Exchange Commission pursuant to Regulation 14A, and is incorporated herein by reference.

Item 6. Selected Financial Data (Unaudited)

The following table presents the selected combined and consolidated financial data, which should be read in conjunction with our combined and consolidated financial statements and related notes and Management's Discussion and Analysis of Financial Condition and Results of Operations included elsewhere in this Form 10-K. We derived the selected financial data as of October 31, 2015 and for each of the fiscal years in the three-year period ended October 31, 2015 from our audited combined and consolidated financial statements included elsewhere in this Form 10-K. We derived the selected financial data as of October 31, 2012 and for the fiscal year ended October 31, 2011 from audited combined financial statements that are not included in this Form 10-K.

Our historical combined and consolidated financial statements include certain expenses of Agilent that were allocated to us for certain functions, including general corporate expenses related to information technology, research and development, finance, legal, insurance, compliance and human resources activities. These costs may not be representative of the future costs we will incur as an independent public company. The historical financial information included here may not necessarily reflect our financial position and results of operations or what our financial position and results of operations would have been had we been an independent, publicly-traded company during the historical periods presented or be indicative of our future performance as an independent company.

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	Years Ended October 31,
	2015		2014		2013		2012		2011
	(in millions, except per share data)
Combined and Consolidated Statement of Operations Data:
Net revenue	$	2,856	$	2,933	$	2,888	$	3,315	$	3,316
Income before taxes	$	388	$	475	$	501	$	746	$	749
Net income	$	513	$	392	$	457	$	841	$	787
Net income per share ^(a)
Basic	$	3.04	$	2.35	$	2.74	$	5.04	$	4.71
Diluted	$	3.00	$	2.35	$	2.74	$	5.04	$	4.71
Weighted average shares used in computing net income per share ^(a)
Basic	169		167		167		167		167
Diluted	171		167		167		167		167



	October 31,
	2015		2014		2013		2012		2011
	(in millions)
Combined and Consolidated Balance Sheet Data:
Cash and cash equivalents and short-term investments	$	483	$	810	$	—	$	—	$	—
Working capital	$	893	$	1,081	$	412	$	398	$	272
Total assets	$	3,508	$	3,050	$	2,028	$	2,133	$	1,908
Long-term debt	$	1,099	$	1,099	$	—	$	—	$	—
Stockholders'/Invested equity	$	1,302	$	769	$	1,245	$	1,305	$	996

^(a) On November 1, 2014, Agilent Technologies, Inc. distributed 167 million shares of Keysight common stock to existing holders of Agilent common stock. Basic and diluted net income per share for all periods through October 31, 2014 is calculated using the shares distributed on November 1, 2014. Refer to Note 7 of the combined and consolidated financial statements for information regarding earnings per common share.

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion in conjunction with the combined and consolidated financial statements and notes thereto included elsewhere in this Annual Report on Form 10-K. This Management's Discussion and Analysis of Financial Condition and Results of Operations contains forward-looking statements. The forward-looking statements contained herein include, 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 acquisitions and other transactions, our transition to lower-cost regions, and the existence of economic instability, 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 those discussed in Item 1A and elsewhere in this Form 10-K.

Basis of Presentation and Separation from Agilent

Keysight Technologies, Inc. ("we," "us," "Keysight" or the "company"), incorporated in Delaware on December 6, 2013, is a measurement company providing core electronic design and test solutions to communications and electronics industries. Our fiscal year end is October 31. Unless otherwise stated, all years and dates refer to our fiscal year.

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On November 1, 2014, Keysight Technologies, Inc. (“we,” "our," “Keysight” or "the company”) became an independent publicly-traded company through the distribution by Agilent Technologies, Inc. ("Agilent") of 100 percent of the outstanding common stock of Keysight to Agilent's shareholders (the "Separation"). Each Agilent shareholder of record as of the close of business on October 22, 2014, received one share of Keysight common stock for every two shares of Agilent common stock held on the record date. Keysight was incorporated in Delaware on December 6, 2013 and is comprised of Agilent's former electronic measurement business. Keysight's Registration Statement on Form 10 was declared effective by the U.S. Securities and Exchange Commission on October 6, 2014. Keysight's common stock began trading "regular-way" under the ticker symbol "KEYS" on the New York Stock Exchange on November 3, 2014.

Agilent transferred substantially all of the assets and liabilities and operations of the electronic measurement business to Keysight in August 2014 ("the Capitalization"). Combined f inancial statements prior to the Capitalization were prepared on a stand-alone basis derived from Agilent’s consolidated financial statements and accounting records, including expenses that were allocated to us using estimates that we consider to be a reasonable reflection of the utilization of services provided to or benefits received by us.

Following the Capitalization, the consolidated financial statements include the accounts of the company and our subsidiaries. For the first half of fiscal year 2015, Agilent provided some services on a transitional basis for a fee, which were partially offset by other operating income from Keysight services provided to Agilent. These services were received or provided under a transition services agreement. The net costs associated with the transition services agreement were not materially different than the historical costs that were allocated to us related to these same services.

We are incurring other incremental costs as an independent, publicly traded company as compared to the costs historically allocated to us by Agilent. These incremental costs are estimated to be approximately $15 million on an annual pre-tax basis. In addition, for the years ended October 31, 2015 and 2014, we recognized non-recurring separation and related costs of $20 million and $78 million, respectively. We expect to recognize additional non-recurring separation and related costs, which are currently estimated to range from $12 million to $17 million through fiscal 2016. These costs are expected to include primarily costs related to infrastructure resizing and optimization.

Overview and Executive Summary

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

We plan to 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 the need for faster data rates and new form factors, and by evolving technology standards.

We have two reportable operating segments, measurement solutions and customer support and services. The measurement solutions segment is primarily the hardware and associated software businesses serving the electronic measurement market. The customer support and services segment provides repair and calibration of the hardware measurement solutions and the resale of used instrument equipment.

Years ended October 31, 2015, 2014 and 2013

Total orders in 2015 were $2,853 million, a decrease of 4 percent when compared to 2014. Order declines in aerospace and defense and communications markets were partially offset by a slight increase in industrial, computer, and semiconductor market. Foreign currency movements had an unfavorable impact of 4 percentage points on the year‑over‑year comparison. Orders associated with acquisitions accounted for 1 percentage point of order growth for the year ended October 31, 2015 when compared to 2014. Orders of $2,963 million in 2014 increased 3 percent when compared to 2013 with growth in all markets.

Net revenue of $2,856 million in 2015 decreased 3 percent when compared to 2014, with communications market contributing 2 percentage points of the decrease and industrial, computer and semiconductor market contributing 1 percentage point of the decrease, while aerospace and defense market revenue was flat. Foreign currency movements had an unfavorable impact of 4 percentage points on the year over year comparison. The revenue increase associated with acquisitions accounted for approximately 1 percentage point for the year ended October 31, 2015 when compared to 2014. Net revenue of $2,933 million in 2014 increased 2 percent when compared to 2013, with industrial, computer and semiconductor market contributing 2 percentage points of the increase, and communications market contributing 1 percentage point of the increase, partially offset by a decline in aerospace and defense market revenue. Foreign currency movements had an unfavorable impact of 1 percentage point on the year over year comparison.

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Net income was $513 million in 2015 compared to net income of $392 million in 2014 and $457 million in 2013. In 2015, 2014 and 2013, we generated operating cash flows of $376 million, $563 million and $566 million, respectively.

Looking forward, we believe the long-term growth rate of our markets is 2 to 3 percent, although current macroeconomic indicators remain mixed. We intend to leverage our unique formula of hardware plus software plus people to create value for our customers and shareholders. Our focus is on delivering value through innovative electronic design and test solutions as well as improving our operational efficiency as an independent company.

We accelerated our efforts in both wireless communications and software by acquiring Anite in August 2015. This acquisition expands our solutions offering in wireless communications design and test, specifically into the software layer for design and validation and provides an adjacent market opportunity in Network Test.

Restructuring Activities

We initiated a targeted workforce reduction program in July 2015 that is expected to reduce Keysight's total headcount by approximately 104 employees, representing approximately 1 percent of our global workforce. The timing and scope of workforce reductions will vary based on local legal requirements. This is a targeted workforce management program designed to restructure our operations and cost structure for optimization of resources and cost savings. In the current year, we recognized $8 million of expense associated with the headcount reduction under this workforce reduction program. As of October 31, 2015, approximately 70 employees have left and $5 million was paid in severance under the above actions.

We also announced a Pre-retirement notification program for retirement-eligible employees to provide early notice of their planned retirement in return for severance benefits. The program is entirely voluntary and can be initiated only by an employee. Approximately 160 employees of our total workforce opted for early retirement under this program as of October 31, 2015. In the current year, we recognized $8 million of expense associated with the headcount reductions and paid $6 million in severance under the Pre-Retirement Notification program.

When completed, these programs are expected to result in operational efficiency and net annual savings of approximately $18 million, while maintaining our focus on growing the business. As of October 31, 2015, we have a remaining accrual of $6 million under these plans. We expect to complete a majority of these actions by the end of first quarter of fiscal year 2016.

Acquisitions

Acquisition of Anite. On August 13, 2015, we acquired all share capital of Anite for a cash purchase price of $558 million, net of $43 million cash acquired. Anite is a U.K.-based global company and a leading supplier of wireless test solutions with strong software expertise. This acquisition strengthens our wireless software design and test portfolio and its Network Test business expands our served addressable market. Coupled with Keysight's expertise in helping customers design and test hardware, we can now provide customers with more comprehensive wireless hardware and software solutions. Anite’s Network Test business will also enable us to provide innovative solutions that help customers deliver an outstanding experience for mobile users in the network. Anite results are included in Keysight's consolidated financial statements from the date of acquisition and are reported in the measurement solutions segment. We financed the acquisition with available cash. For additional detail related to the acquisition of Anite, see Note 3, "Acquisitions."

Acquisition of Electroservices. On August 28, 2015, we acquired all share capital of Electroservices Enterprises Limited for a cash purchase price of $16 million, net of $1 million cash acquired. Electroservices is a U.K.-based company, specializing in test equipment service and solutions. Electroservices provides a broad range of electrical, mechanical and physical/dimensional calibration, repair and asset management services to defense, telecom and industrial customers. The Electroservices acquisition supports our initiative to grow Keysight services. Electroservices results are included in Keysight's consolidated financial statements from the date of acquisition and are reported in the customer support and services segment.

Investments

In June 2015, we purchased $7 million of preferred stock of a privately held radio frequency microstructure company. We

are accounting for this investment using the cost method. In 2015, other cost method investments with a carrying amount of $4 million were written down to their fair value of zero, resulting in an impairment charge of $4 million, which is included in other income (expense), net. There were no impairments recognized in 2014 and 2013.

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Currency Exchange Rate Exposure

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 combined and consolidated statement of operations. We experience some fluctuations within individual lines of the consolidated balance sheet and combined 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-Years ended October 31, 2015, 2014 and 2013

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.



	Years Ended October 31,						2015 over 2014 % Change	2014 over 2013 % Change
	2015		2014		2013		2015 over 2014 % Change	2014 over 2013 % Change
	(in millions)
Orders	$	2,853	$	2,963	$	2,866	(4)%	3%
Net revenue:
Products	$	2,408	$	2,479	$	2,434	(3)%	2%
Services and other	448		454		454		(1)%	—%
Total net revenue	$	2,856	$	2,933	$	2,888	(3)%	2%



	Years Ended October 31,						2015 over 2014 Ppts Change	2014 over 2013 Ppts Change
	2015		2014		2013		2015 over 2014 Ppts Change	2014 over 2013 Ppts Change
% of total net revenue:
Products	84	%	85	%	84	%	(1) ppt	1 ppt
Services and other	16	%	15	%	16	%	1 ppt	(1) ppt
Total	100	%	100	%	100	%

Orders

The following table provides the percent change in orders for the years ended October 31, 2015 and 2014 by geographic region, including and excluding the impact of currency changes, as compared to the respective prior year.



	Year over Year % Change
	2015 over 2014				2014 over 2013
Geographic Region	actual		currency adjusted		actual		currency adjusted
Americas	—	%	1	%	3	%	3	%
Europe	(9	)%	(3	)%	6	%	5	%
Japan	(2	)%	10	%	(16	)%	(9	)%
Asia Pacific ex-Japan	(6	)%	(4	)%	11	%	11	%
Total orders	(4	)%	—	%	3	%	4	%

Total orders decreased 4 percent in 2015 compared to 2014. Order declines in communications and aerospace and defense markets were partially offset by growth in the industrial, computers and semiconductor market. Foreign currency movements had an unfavorable impact of 4 percentage points on the year-over-year compare. The orders associated with acquisitions accounted for 1 percentage point of order growth for the year ended October 31, 2015 when compared to 2014. Total orders increased 3

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percent in 2014 when compared to 2013. Orders increased in all markets, including aerospace and defense, industrial, computer, and semiconductor and communications. Foreign currency movements had an unfavorable impact of 1 percentage point on the year-over-year compare.

Net Revenue

The following table provides the percent change in revenue for the years ended October 31, 2015 and 2014 by geographic region, including and excluding the impact of currency changes, as compared to the respective prior year.



	Year over Year % Change
	2015 over 2014				2014 over 2013
Geographic Region	actual		currency adjusted		actual		currency adjusted
Americas	3	%	4	%	(3	)%	(2	)%
Europe	(8	)%	—	%	5	%	4	%
Japan	(6	)%	6	%	(9	)%	—	%
Asia Pacific ex-Japan	(5	)%	(4	)%	8	%	9	%
Total revenue	(3	)%	1	%	2	%	3	%

Net revenue of $2,856 million in 2015 decreased 3 percent when compared to 2014. Foreign currency movements had an unfavorable impact of 4 percentage points on the year-over-year compare. The revenue increase associated with acquisitions accounted for approximately 1 percentage point for the year ended October 31, 2015 when compared to 2014. Revenue from the Americas grew 3 percent, driven by strong aerospace and defense and industrial, computer and semiconductor markets, partially offset by a decline in the communications market. Revenue from Asia Pacific excluding Japan declined 5 percent due to weakness in communications and industrial, computer and semiconductor markets, partially offset by strength in the aerospace and defense market. Europe revenue declined 8 percent with declines in aerospace and defense and communications markets, partially offset by growth in the industrial, computer and semiconductor markets. Japan revenues declined 6 percent impacted by an unfavorable currency impact of 12 percentage points on the year-over-year compare. Declines in the aerospace and defense market were partially offset by an increase in the communications market.

Net revenue of $2,933 million for 2014 increased 2 percent as compared to 2013. Foreign currency movements had an unfavorable impact of 1 percentage point on the year-over-year compare. Revenue from Asia Pacific excluding Japan grew 8 percent, driven by growth in communications and industrial, computer and semiconductor markets. Europe revenue increased 5 percent year-over-year from growth in the communications markets. Revenue from the Americas declined 3 percent year-over-year, with lower revenue from aerospace and defense and communications markets. Japan revenues declined 9 percent year-over-year, impacted by an unfavorable currency impact of 9 percentage points. Declines were primarily in the Communications market.

Communications market revenue, representing approximately 33 percent of total revenue for the year ended October 31, 2015, contributed 2 percentage points to the total revenue decline with decreases in wireless manufacturing partially offset by growth in broadband communications and wireless R&D. The decrease in wireless manufacturing reflects the difficult compares to last year’s strength in 4G base station and infrastructure manufacturing for China. Weakness in the smartphone/device manufacturing segment continued. Wireless R&D grew year-over-year with LTE and LTE-Advanced technology development continuing to drive investment. In 2014, communications market revenue, representing approximately 34 percent of total revenue, contributed 1 percentage point to the total revenue increase as compared to 2013 with increases in wireless manufacturing and the broadband communications business, partially offset by modest declines in wireless R&D.

Aerospace and defense market revenue, representing approximately 23 percent of total revenue for the year ended October 31, 2015, increased 1 percent year-over-year with growth in Americas and Asia Pacific excluding Japan, partially offset by declines in Europe and Japan. In 2014, aerospace and defense market revenue, representing approximately 22 percent of total revenue, contributed a 1 percentage point decline in total revenue as compared to 2013, with declines in all regions, however we saw positive growth in the last half of fiscal 2014.

Industrial, computer and semiconductor market revenue, representing approximately 44 percent of total revenue for the year ended October 31, 2015, contributed 1 percentage point to the total revenue decline as compared to 2014. Declines in Japan and Asia Pacific excluding Japan were partially offset by growth in the Americas and Europe. In 2014, industrial, computer and semiconductor market revenue, representing approximately 44 percent of the total revenue, contributed 2 percentage points to the year-over-year increase compared to 2013. The computer and semiconductor increase was driven by investment in capacity growth and the overall strength in the semiconductor market. The industrial test business grew for the year with particular strength in the last fiscal quarter driven by growth in the Americas and Asia Pacific, excluding Japan.

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Backlog

At October 31, 2015, our unfilled backlog was approximately $779 million as compared to approximately $781 million at October 31, 2014. For the measurement solutions business, our backlog was approximately $653 million at October 31, 2015 as compared to approximately $627 million at October 31, 2014. Within our customer services and support business, our backlog was approximately $126 million at October 31, 2015 as compared to approximately $154 million at October 31, 2014. The reduction in the customer services and support business backlog in fiscal 2015 was primarily due to a change in our standard warranty term, which increased from one to three years for most of our products in the second quarter of fiscal 2013. Revenue associated with extended warranties, which provide coverage beyond the standard warranty term, is deferred and amortized over the extended period of coverage. As a result of the extension of the standard warranty term, backlog associated with extended warranties has declined. Three-year warranty is now included as part of the total solution, and the value is captured as part of the initial sales price.

We expect that a majority of the backlog will be recognized as revenue within six months. On average, our backlog represents approximately three months' of revenue. We believe backlog on any particular date, while indicative of short-term revenue performance, is not necessarily a reliable indicator of medium or long-term revenue performance.

Costs and Expenses



	Years Ended October 31,						2015 over 2014 % Change	2014 over 2013 % Change
	2015		2014		2013		2015 over 2014 % Change	2014 over 2013 % Change
Gross margin on products	57.4	%	56.3	%	57.1	%	1 ppt	(1) ppt
Gross margin on services and other	45.6	%	49.4	%	51.3	%	(4) ppts	(2) ppts
Total gross margin	55.6	%	55.2	%	56.2	%	—	(1) ppt
Operating margin	15.1	%	16.0	%	17.2	%	(1) ppt	(1) ppt



(in millions)
Research and development	$	387		$	361	$	375	7%	(4)%
Selling, general and administrative	$	787		$	790	$	752	—%	5%
Other operating expense (income), net	$	(18	)	$	—	$	—	—%	—%

Gross margin remained flat in 2015 compared to 2014 primarily due to lower depreciation, warranty and inventory charges, offset by lower volume. Gross margin declined 1 percentage point in 2014 compared to 2013 on slightly higher revenue. Higher inventory charges and pricing pressure in the wireless manufacturing market were the primary reasons for the lower gross margin.

Excess and obsolete inventory charges were $28 million in 2015, $33 million in 2014 and $21 million in 2013. Sales of previously written-down inventory were $2 million in 2015 and $1 million in 2014 and 2013.

Research and development expense increased 7 percent in 2015 compared to 2014. The increased expenditure was due to our continued investment in research and development programs and increased costs due to the acquisitions, partially offset by the favorable impact of currency movements. As a percentage of total revenue, research and development expenses increased 2 percentage points to 14 percent in 2015 from 12 percent in 2014. We expect investment in research and development to continue at current levels and have focused our development efforts on strategic growth opportunities. Research and development expenses declined 4 percent in 2014 compared to 2013 primarily due to lower infrastructure-related expenses. Reductions in development spending, variable and incentive pay, and infrastructure-related expenses, and the favorable impact of currency movements were partially offset by investments in acquisitions and wage increases.

Selling, general and administrative expenses were flat in 2015 when compared to 2014, primarily driven by lower separation costs and favorable impact of currency movements, offset by increases in share-based compensation, restructuring programs and increased costs due to acquisitions, primarily Anite. Selling, general and administrative expenses increased 5 percent in 2014 compared to 2013 primarily due to higher costs related to non-recurring pre-separation transaction costs and an increase in marketing expenses, partially offset by reductions in infrastructure costs and the favorable impact of currency movements.

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Other operating expense (income), net for 2015 was $(18) million, which includes primarily rental income.

Operating margins declined 1 percentage point in 2015 compared to 2014 on lower revenue volume and increases in research and development expenses, restructuring programs, acquisition and integration related expenses, offset by decline in separation costs and the favorable impact of foreign currency. Operating margins declined 1 percentage point in 2014 compared to 2013 driven primarily by one-time separation costs.

As of October 31, 2015, our headcount was approximately 10,250 compared to 9,600 in 2014 primarily as a result of the acquisition of Anite.

Interest Expense

Interest expense for the year ended October 31, 2015 and 2014 was $46 million and $3 million, respectively, and relates to interest on our senior notes issued in October 2014.

Income Taxes



	Years Ended October 31,
	2015			2014		2013
	(in millions)
Provision (benefit) for income taxes	$	(125	)	$	83	$	44

For 2015, the effective tax rate was a benefit of 32 percent, which is lower than the U.S. statutory rate primarily due to the retroactive benefit of two tax incentives in Singapore approved during 2015. Also, the tax rate was lower than the U.S. statutory rate due to the mix of earnings in the non-U.S. jurisdictions taxed at lower statutory tax rates.

For 2014, the effective tax rate was 18 percent. The 18 percent effective tax is lower than the U.S. statutory rate primarily due to the mix of earnings in non-U.S. jurisdictions taxed at lower statutory tax rates in particular Singapore, where we benefited from tax incentives for the first three quarters of 2014, which resulted in $40 million lower income tax expense. The 2014 rate was also favorably impacted by a $55 million benefit from a prior year reserve release, which was offset by $62 million of tax expense as a result of the repatriation of foreign earnings.

For 2013, the effective tax rate was 9 percent. The 9 percent effective tax is lower than the U.S. statutory rate primarily due to the mix of earnings in non-U.S. jurisdictions taxed at lower statutory tax rates in particular Singapore, where we benefited from tax incentives.

In accordance with the guidance on the accounting for uncertainty in income taxes, for all U.S. and other tax jurisdictions, we recognize potential liabilities for anticipated tax audit issues based on our estimate of whether, and the extent to which, additional taxes and interest will be due. If our estimate of income tax liabilities proves to be less than the ultimate assessment, a further charge to expense would be required. If events occur and the payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when we determine the liabilities are no longer necessary. We include interest and penalties related to unrecognized tax benefits within the provision for income taxes in the combined and consolidated statements of operations.

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 historical Agilent foreign entities that Keysight retained as part of the separation, the tax years generally remain open back to the year 2005. For certain entities acquired during 2015, the tax years also remain open back to the year 2005. 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.

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For fiscal 2014 and prior, we have calculated our taxes on a separate return basis. However, the amounts recorded for fiscal 2014 and prior are not necessarily representative of the amounts that would have been reflected in the financial statements had we been an entity that operated independently of Agilent. Consequently, our results after our separation from Agilent may be materially different from our historical results.

Segment Overview

We have two reportable operating segments, measurement solutions and customer support and services. The measurement solutions segment is primarily the hardware and associated software businesses serving the electronic measurement market. The customer support and services segment provides hardware repair and calibration and the resale of used instrument equipment.

The profitability of each of the segments is measured after excluding 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 and non-cash amortization. In 2015, we began excluding share-based compensation expense in addition to the items noted above to derive segment profitability. Prior year numbers have been revised to reflect the change.

Measurement Solutions Business

Our measurement solutions business provides electronic measurement instruments and systems with related software and software design tools that are used in the design, development, manufacture, installation, deployment and operation of electronics equipment. We provide start-up assistance, consulting, optimization and application support throughout our customer’s product lifecycle. Our electronic design and test solutions serve the following markets: communications, aerospace and defense, and industrial, computer and semiconductor.

Net Revenue



	Years Ended October 31,						2015 over 2014 % Change	2014 over 2013 % Change
	2015		2014		2013		2015 over 2014 % Change	2014 over 2013 % Change
	(in millions)
Total net revenue	$	2,461	$	2,533	$	2,493	(3)%	2%

Measurement solutions net revenue in 2015 decreased 3 percent compared to 2014, and was flat excluding the impact of currency fluctuations. The decline is driven primarily by lower revenue from the communications market, which contributed 2 percentage points to the decline, and the industrial, computer and semiconductor market which contributed 1 percentage point to the decline, while aerospace and defense market revenue was flat. Revenue from the Anite acquisition added approximately 1 percentage point to the revenue increase for the year ended October 31, 2015. Measurement solutions net revenue in 2014 increased 2 percent compared to 2013, with modest growth in the industrial, computer and semiconductor market contributing 2 percentage points to the increase, and the communications market contributing 1 percentage point to the increase, partially offset by a decline in aerospace and defense market revenue.

Gross Margin and Operating Margin

The following table shows the measurement solutions business' margins, expenses and income from operations for 2015 versus 2014 , and 2014 versus 2013 .



	Years Ended October 31,						2015 over 2014 % Change	2014 over 2013 % Change
	2015		2014		2013		2015 over 2014 % Change	2014 over 2013 % Change
Total gross margin	59.1	%	57.6	%	58.6	%	2 ppts	(1) ppt
Operating margin	19.8	%	20.1	%	19.4	%	—	1 ppt



in millions
Research and development	$	367		$	343	$	351	7%	(2)%
Selling, general and administrative	$	613		$	608	$	625	1%	(2)%
Other operating expense (income), net	$	(13	)	$	—	$	—	—%	—%
Income from operations	$	487		$	508	$	484	(4)%	5%

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Gross margin in 2015 increased 2 percentage points when compared to 2014 primarily due to lower depreciation, warranty and inventory charges. Gross margin in 2014 decreased 1 percentage point when compared to 2013 primarily due to higher inventory charges and pricing pressure in the wireless manufacturing market.

Research and development expenses increased 7 percent in 2015 compared to 2014. Increased expenditures were due to our continued investment in research and development programs and increased costs due to the Anite acquisition, partially offset by the favorable impact of currency movements. Research and development expenses decreased 2 percent in 2014 compared to 2013 driven primarily by lower infrastructure costs. We expect investment in research and development to continue at current levels and have focused our development efforts on strategic growth opportunities.

Selling, general and administrative expenses increased 1 percent in 2015 compared to 2014, driven primarily by the increased costs related to the Anite acquisition, higher infrastructure-related costs and advertising and marketing expenses, which are partially offset by lower people-related costs and favorable currency movements. Selling, general and administrative expenses decreased 2 percent in 2014 compared to 2013. Decreases in infrastructure costs were partially offset by increases in marketing and discretionary spending.

Operating margin remained flat in 2015 compared to 2014 as higher gross margin was offset by increases in operating expenses, primarily due to increased costs related to the Anite acquisition and investments in R&D programs. Operating margin increased by 1 percentage point in 2014 compared to 2013 on higher revenue and lower operating expenses.

Income from Operations

Income from operations in 2015 decreased by $21 million, or 4 percent, on revenue decline of $72 million. Income from operations in 2014 increased by $24 million, or 5 percent, on a revenue increase of $40 million.

Customer Support and Services Business

Our customer support and services business provides hardware repair and calibration services and facilitates the resale of used equipment. Our customer support and services business enables our customers to maximize the value from their electronic measurement equipment and strengthens customer loyalty. Providing these services assures a high level of instrument performance and availability, while minimizing the cost of ownership and downtime.

Net Revenue



	Years Ended October 31,						2015 over 2014 % Change	2014 over 2013 % Change
	2015		2014		2013		2015 over 2014 % Change	2014 over 2013 % Change
	(in millions)
Total net revenue	$	401	$	400	$	395	—%	1%

Customer support and services net revenue in 2015 remained flat compared to 2014. Growth in calibration services and re-marketing sales of used equipment was offset by declines in the equipment repair business due to a reduction in extended warranty revenue as a result of extension of the standard warranty term from one to three years, as discussed previously under "Backlog." Customer support and services net revenue in 2014 increased 1 percent compared to 2013. Growth in calibration services and remarketing sales of used equipment was partially offset by declines in the equipment repair business due to a reduction in extended warranty revenue as a result of extension of the standard warranty term from one to three years.

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Gross Margin and Operating Margin

The following table shows the customer support and services business' margins, expenses and income from operations for 2015 versus 2014 , and 2014 versus 2013 .



	Years Ended October 31,						2015 over 2014 % Change	2014 over 2013 % Change
	2015		2014		2013		2015 over 2014 % Change	2014 over 2013 % Change
Total gross margin	42.9	%	46.3	%	48.4	%	(3) ppts	(2) ppts
Operating margin	17.9	%	23.1	%	24.9	%	(5) ppts	(2) ppts



in millions
Research and development	$	9		$	9	$	9	—%	—%
Selling, general and administrative	$	94		$	83	$	83	12%	—%
Other operating expense (income), net	$	(3	)	$	—	$	—	—%	—%
Income from operations	$	72		$	93	$	99	(22)%	(6)%

Gross margins in 2015 decreased 3 percentage points compared to 2014 primarily due to an increase in people related costs, higher infrastructure-related costs and an unfavorable service mix. Gross margins in 2014 decreased 2 percentage points compared to 2013. Increased costs for extended warranty contracts and the service mix change with increased calibrations were the primary reasons for the lower gross margin.

Research and development expenses for customer support and services represent the segment’s share of centralized investment. Research and development expenses were flat in both 2015 and 2014 as compared to respective prior year.

Selling, general, and administrative expenses increased 12 percent in 2015 compared to 2014 due to increases in infrastructure-related costs and higher field selling costs. Selling, general, and administrative expenses were flat in 2014 compared to 2013.

Operating margins decreased by 5 percentage points in 2015 compared to 2014 driven by flat revenues, higher infrastructure-related costs and field selling costs. Operating margins decreased by 2 percentage points in 2014 compared to 2013. Revenue growth was more than offset by the reductions in gross margins.

Income from Operations

Income from operations in 2015 decreased by $21 million, or 22 percent on a revenue increase of $1 million. Income from operations in 2014 increased by $6 million or 6 percent on a revenue increase of $5 million.

Financial Condition

Liquidity and Capital Resources

Our financial position as of October 31, 2015 consisted of cash and cash equivalents of $483 million as compared to $810 million as of October 31, 2014.

As of October 31, 2015, approximately $338 million of our cash and cash equivalents was held outside of the U.S. in our foreign subsidiaries. Much of the non-U.S. cash will be needed for non-U.S. growth and expansion. However, some non-U.S. cash could be repatriated to the U.S. Under current law, such repatriation would be subject to U.S. federal and state income taxes, less applicable foreign tax credits. We continue to be in discussions with Agilent regarding the allocation of certain deferred tax liability balances related to foreign unremitted earnings in accordance with the separation agreements. Excess foreign tax credits associated with unremitted earnings are not recorded as an asset as they do not represent a separate deferred asset until earnings are remitted. 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. All significant international locations have access to internal funding through an offshore cashpool for working capital needs, in addition to temporary local overdraft and short-term working capital lines of credit.

On August 13, 2015, we acquired all share capital of Anite for a cash price of approximately $558 million, net of $43 million of cash acquired. As a result of the acquisition, Anite has become a wholly-owned subsidiary of Keysight. Keysight funded the acquisition using existing cash. The acquisition has been accounted for in accordance with the authoritative accounting guidance and the results of Anite are included in Keysight's consolidated financial statements from the date of acquisition.

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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

Net cash provided by operating activities was $376 million in 2015 as compared to $563 million provided in 2014 and $566 million provided in 2013. As compared to 2014, the $187 million decrease in operating cash flow was primarily due to cash flows associated with separation from Agilent and becoming an independent company, including payments to Agilent of $28 million in 2015 as compared to payments from Agilent of $23 million in 2014, interest payments of $46 million in 2015 as compared to zero in 2014, pension contributions of $48 million as compared to zero in 2014 and income tax payments of $40 million in 2015 as compared to $4 million in 2014 .

Key working capital accounts (accounts receivable, accounts payable and inventory) had net cash outflows of $27 million in 2015, $24 million in 2014 and $33 million in 2013.

We did not contribute to our U.S. Defined Benefit Plans in 2015. Agilent contributed $15 million on our behalf to the U.S. multi-employer plans on our behalf in each of 2014 and 2013. We contributed $48 million to the non-U.S. Defined Benefit Plans in 2015 and Agilent contributed $41 million and $45 million on our behalf to the non-U.S. multi-employer plans in 2014 and 2013, respectively. There were no contributions to the U.S. Post-Retirement Benefit Plan or the U.S. multi-employer post-retirement health care plan in 2015, 2014 and 2013. At the Capitalization, the assets and liabilities of the multi-employer plans that were allocable to Keysight employees were transferred to Keysight plans; therefore, the plans were no longer considered multi-employer plans.

Net Cash Used in Investing Activities

Net cash used in investing activities in 2015 was $671 million as compared to cash used of $82 million in 2014 and $85 million in 2013. Purchases of property, plant and equipment were $92 million in 2015, $70 million in 2014 and $69 million in 2013. Cash used for acquisitions of businesses and intangible assets, net of cash acquired, was $574 million in 2015, $11 million in 2014 and $1 million in 2013. In 2015, we invested $7 million in preferred stock of a privately held radio frequency microstructure company. We are accounting for this investment using the cost method. We purchased investments of $15 million in 2013 as compared to zero in 2014. Proceeds from the sale of investment securities were $1 million in 2015 and zero in each of the fiscal years 2014 and 2013.

Net Cash Provided by/Used in Financing Activities

Net cash used in financing activities in 2015 was $19 million compared to $335 million provided in 2014 and $481 million used in 2013. Financing activities in the twelve months ended October 31, 2015 reflects $26 million of proceeds from issuance of common stock under employee stock option plans and $49 million of cash returned to Agilent in accordance with the separation and distribution agreement. We issued senior notes of $1.1 billion and made a repayment of capital of $940 million to Agilent in the year ended October 31, 2014.

Credit Facility

On September 15, 2014, we entered into a five-year credit agreement, which provides for a $300 million unsecured credit facility that will expire on November 1, 2019. On July 21, 2015, we entered into an Accession Agreement, increasing the credit facility from $300 million to $450 million. The company may use amounts borrowed under the facility for general corporate purposes. As of October 31, 2015, the company had no borrowings outstanding under the facility. We were in compliance with the covenants of the credit facility during the year ended October 31, 2015.

As a result of the Anite acquisition, we have an overdraft facility of $39 million (£25 million) that will expire on July 31, 2016. As of October 31, 2015, the company had no borrowings outstanding under the facility. We were in compliance with the covenants of the credit facility from the date of acquisition to October 31, 2015.

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Short-term debt

On July 10, 2014, our wholly owned subsidiary in India entered into a short-term loan agreement with a financial institution, which provided up to $50 million of unsecured borrowings. On July 25, 2014, we borrowed $35 million against the loan agreement at an interest rate of 9.95 percent per annum. The loan was repaid in fiscal 2014 and as of October 31, 2014, no balance was outstanding.

Long-term debt

In October 2014, the company issued an aggregate principal amount of $500 million in senior notes ("2019 senior notes"). The 2019 senior notes were issued at 99.902% of their principal amount. The notes will mature on October 30, 2019, and bear interest at a fixed rate of 3.30% per annum. The interest is payable semi-annually on April 30 and October 30 of each year.

In October 2014, the company issued an aggregate principal amount of $600 million in senior notes ("2024 senior notes"). The 2024 senior notes were issued at 99.966% of their principal amount. The notes will mature on October 30, 2024, and bear interest at a fixed rate of 4.55% per annum. The interest is payable semi-annually on April 30 and October 30 of each year.

Off Balance Sheet Arrangements and Other

We have contractual commitments for non-cancellable operating leases. See Note 18, "Commitments and Contingencies," to our combined and consolidated financial statements for further information on our non-cancellable operating leases.

Our liquidity is affected by many factors, some of which are based on normal ongoing operations of our business and some of which arise from fluctuations related to global economics and markets. Our cash balances are generated and held in many locations throughout the world. Local government regulations may restrict our ability to move cash balances to meet cash needs under certain circumstances. We do not currently expect such regulations and restrictions to impact our ability to pay vendors and conduct operations throughout our global organization.

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.

The following table summarizes our total contractual obligations at October 31, 2015 (in millions). The amounts presented in the table do not reflect $21 million of liabilities for uncertain tax positions as of October 31, 2015. 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
Long-term debt obligations	$	1,100	$	—	$	—	$	500	$	600
Interest payments on long-term debt	312		44		88		71		109
Operating leases	152		32		54		31		35
Commitments to contract manufacturers and suppliers	260		259		1		—		—
Retirement plans	45		45		—		—		—
Other purchase commitments	51		51		—		—		—
Total	$	1,920	$	431	$	143	$	602	$	744

Interest on senior notes. We have contractual obligations for interest payments on our senior notes. Interest rates and payment dates are detailed above under "Long-term debt."

Operating leases. Commitments under operating leases relate primarily to leasehold property, See Note 18, "Commitments and Contingencies."

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. Approximately 88 percent

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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 October 31, 2015, the liability for our excess firm, non-cancellable and unconditional purchase commitments was $8 million, compared to $5 million as of October 31, 2014 and 2013. These amounts are included in other accrued liabilities in our combined and consolidated balance sheet.

Retirement Plans. Commitments under the retirement plans relate to expected contributions to be made to our non-U.S. defined benefit plans and to our post-retirement medical plans for the next year only. Contributions beyond the next year are impractical to estimate.

We also have benefit payments due under our defined benefit retirement plans and post-retirement benefit plan that are not required to be funded in advance, but are paid in the same period that benefits are provided. See Item 8-Financial Statements and Supplementary Data, Note 16, "Retirement Plans and Post-Retirement Pension Plan," for additional information.

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 are disclosing the amounts we are obligated to pay to a supplier under each contract in that period before such contract can be canceled. As of October 31, 2015 , our contractual obligations with these suppliers was approximately $51 million within the next fiscal year, as compared to approximately $33 million as of October 31, 2014.

We had no material off-balance sheet arrangements as of October 31, 2015 or October 31, 2014.

Critical Accounting Policies and Estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the amounts reported in our combined and 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 best knowledge of current events and actions that may impact the company in the future, actual results may be different from the estimates. An accounting policy is deemed to be critical if it requires an accounting estimate to be made based on assumptions about matters that are highly uncertain at the time the estimate is made, and if different estimates that reasonably could have been used or changes in the accounting estimate that are reasonably likely to occur could materially change the financial statements. 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, allocation methods and allocated expenses from Agilent, share-based compensation, retirement and post-retirement plan assumptions, valuation of goodwill and purchased intangible assets, restructuring and accounting for income taxes.

Revenue recognition. We enter into agreements to sell products (hardware and/or software), services, and other arrangements (multiple-element arrangements) that include combinations of products and services. Revenue from product sales, net of trade discounts and allowances, is recognized provided that persuasive evidence of an arrangement exists, delivery has occurred, the price is fixed or determinable and collectability is reasonably assured. Delivery is considered to have occurred when title and risk of loss have transferred to the customer, for products, or when the service has been provided. Revenue is reduced for estimated product returns, when appropriate. For sales that include customer-specified acceptance criteria, revenue is recognized after the acceptance criteria have been met. For products that include installation, if the installation meets the criteria to be considered a separate element, product revenue is recognized upon delivery, and recognition of installation revenue occurs when the installation is complete. Otherwise, neither the product nor the installation revenue is recognized until the installation is complete. Revenue from services is deferred and recognized over the contractual period or as services are rendered. We allocate revenue to each element in our multiple-element arrangements based upon their relative selling prices. We determine the selling price for each deliverable based on a selling price hierarchy. The selling price for a deliverable is based on our vendor specific objective evidence ("VSOE") if available, third-party evidence ("TPE") if VSOE is not available, or estimated selling price ("ESP") if neither VSOE nor TPE is available. Revenue from the sale of software products that are not required to deliver the tangible product's essential functionality are accounted for under software revenue recognition rules. Revenue allocated to each element is then recognized when the basic revenue recognition criteria for that element have been met. The amount of product revenue recognized is affected by our judgments as to whether an arrangement includes multiple elements.

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TPE of selling price can be established by evaluating largely interchangeable competitor products or services in standalone sales to similarly situated customers. As our products contain a significant element of proprietary technology and the solution offered differs substantially from that of competitors, it is difficult to obtain the reliable standalone competitive pricing necessary to establish TPE. ESP represents the best estimate of the price at which we would transact a sale if the product or service were sold on a standalone basis. We determine ESP for a product or service by using historical selling prices which reflect multiple factors including, but not limited to customer type, geography, market conditions, competitive landscape, gross margin objectives and pricing practices. The determination of ESP is made through consultation with and approval by management. We may modify or develop new pricing practices and strategies in the future. As these pricing strategies evolve, changes may occur in ESP. The aforementioned factors may result in a different allocation of revenue to the deliverables in multiple-element arrangements, which may change the pattern and timing of revenue recognition for these elements but will not change the total revenue recognized for the arrangement.

Inventory valuation. We assess the valuation of our inventory on a periodic basis and make adjustments to the value for estimated excess and obsolete inventory based upon estimates about future demand and actual usage. Such estimates are difficult to make under most economic conditions. The excess balance determined by this analysis becomes the basis for our excess inventory charge. Our excess inventory review process includes analysis of sales forecasts, managing product rollovers and working with manufacturing to maximize recovery of excess inventory. If actual market conditions are less favorable than those projected by management, additional write-downs may be required. If actual market conditions are more favorable than anticipated, inventory previously written down may be sold to customers, resulting in lower cost of sales and higher income from operations than expected in that period.

Allocations. Prior to the Capitalization, Agilent allocated certain costs such as share-based compensation expense and retirement and post-retirement benefit plan expense relating to our employees and Agilent's corporate and shared services employees. These expenses were subject to certain underlying assumptions mentioned below.

Share-based compensation. We account 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. The fair value of share-based awards for employee stock option awards was estimated using the Black-Scholes option pricing model. Shares granted under the LTP Program were valued using a Monte Carlo simulation model. 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. Prior to the Separation, it was determined based on the market price of Agilent’s common stock on the date of grant, adjusted for expected dividend yield. We used the average historical volatility of eleven peer companies to estimate the volatility for our stock option awards. We considered our ability to find traded options of peer companies in the current market with similar terms and prices to our options. For the year ended October 31, 2014 and 2013, we used the historical volatility of Agilent stock to estimate the volatility for stock option awards. In estimating the expected life of our options, we considered the historical option exercise behavior of our executives, which we believe is representative of future behavior. A 10 percent increase in our estimated volatility from 31 percent to 41 percent for our most recent employee stock option grant would generally increase the value of an award and the associated compensation cost by approximately 26 percent if no other factors were changed.

Retirement and post-retirement benefit plan assumptions. Prior to the Capitalization, our combined and consolidated statements of operations include expense that was allocated to us based on Keysight employees participating in these plans and our share of Agilent's corporate and shared services employee costs. We consider the expense allocation methodology and results to be reasonable for all periods presented. At the Capitalization, we established defined benefit retirement and post-retirement plans for our current and former employees. The defined benefit retirement and post-retirement obligations relating to those participants in these plans were transferred from Agilent’s plans to our defined benefit plans. A proportionate share of the defined benefit plan assets was allocated from the Agilent pension trust in each applicable country to a newly established Keysight pension trust. The share of assets allocated to us was in the same proportion as the projected benefit obligation of our participants to the total projected benefit obligation of Agilent.

Retirement and post-retirement benefit plan costs are a significant cost of doing business. They represent obligations that will ultimately be settled sometime in the future and therefore are subject to estimation. Pension accounting is intended to reflect the recognition of future benefit costs over the employees' average expected future service to Keysight based on the terms of the plans and investment and funding decisions. To estimate the impact of these future payments and our decisions concerning funding of these obligations, we are required to make assumptions using actuarial concepts within the framework of accounting principles generally accepted in the U.S. Two critical assumptions are the discount rate and the expected long-term return on plan assets. Other important assumptions include, expected future salary increases, expected future increases to benefit payments, expected retirement dates, employee turnover, retiree mortality rates, and investment portfolio composition. We evaluate these assumptions at least annually.

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The discount rate is used to determine the present value of future benefit payments at the measurement date, which is October 31 for both U.S. and non-U.S. plans. The U.S. discount rates at October 31, 2015 and 2014 were determined based on the results of matching expected plan benefit payments with cash flows from a hypothetically constructed bond portfolio. The non-U.S. discount rates at October 31, 2015 were determined using spot rates along the yield curve to calculate disaggregated discount rates. In addition, we used this method to calculate two components of the periodic benefit cost: service cost and interest cost. The non-U.S. discount rates at October 31, 2014 were generally based on published rates for high-quality corporate bonds. If we changed our discount rate by 1 percent, the impact would be $4 million on U.S. net periodic benefit cost and $13 million on non-U.S. net periodic benefit cost. Lower discount rates increase the present value of the liability and subsequent year pension expense; higher discount rates decrease the present value of the liability and subsequent year pension expense.

The company uses alternate methods of amortization, as allowed by the authoritative guidance, that amortizes the actuarial gains and losses on a consistent basis for the years presented. For U.S. plans, gains and losses are amortized over the average future working lifetime. For most non-U.S. plans and U.S. post-retirement benefit plans, gains and losses are amortized using a separate layer for each year's gains and losses. The expected long-term return on plan assets is estimated using current and expected asset allocations as well as historical and expected returns. Plan assets are valued at fair value. If we changed our estimated return on assets by 1 percent, the impact would be $6 million on U.S. net periodic benefit cost and $13 million on non-U.S. net periodic benefit cost.

Goodwill and other intangible assets. We review goodwill for impairment annually during our fourth fiscal quarter and whenever events or changes in circumstances indicate the carrying value may not be recoverable. As defined in the authoritative guidance, a reporting unit is an operating segment, or one level below an operating segment. We aggregated components of an operating segment that have similar economic characteristics into our reporting units. At the time of an acquisition, we assign goodwill to the reporting unit that is expected to benefit from the synergies of the combination.

Companies have the option to perform a qualitative assessment to determine whether performing the two-step quantitative test is necessary. If an entity believes, as a result of its qualitative assessment, that it is more-likely-than-not (i.e. > 50% chance) that the fair value of a reporting unit is less than its carrying amount, the quantitative impairment test will be required. Otherwise, no further testing will be required.

The guidance includes examples of events and circumstances that might indicate that a reporting unit's fair value is less than its carrying amount. These examples include macro-economic conditions such as deterioration in the entity's operating environment or industry or market considerations; entity-specific events such as increasing costs, declining financial performance, or loss of key personnel; or other events such as an expectation that a reporting unit will be sold or a sustained decrease in the stock price on either an absolute basis or relative to peers. The qualitative indicators replace those previously used to determine whether an interim goodwill impairment test is required. If it is determined, as a result of the qualitative assessment, that it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount, the provisions of authoritative guidance require that we perform a two-step impairment test on goodwill. In the first step, we compare the fair value of each reporting unit to its carrying value. The second step, if necessary, measures the amount of impairment by applying fair-value-based tests to the individual assets and liabilities within each reporting unit.

Historically we conducted our business in a single operating segment and reporting unit. In fiscal 2014, in conjunction with the planned separation, we implemented changes in our organizational structure which resulted in the formation of two reportable operating segments. In fiscal year 2015, we assessed goodwill impairment for our two reporting units which consisted of our two segments, Measurement Solutions and Customer Support and Services. We performed a qualitative test of goodwill impairment for both reporting units as of September 30, 2015. Based on the results of our testing, it was determined that it is more-likely-than-not that the fair value of the reporting units are greater than their carrying amounts. There was no impairment of goodwill during the years ended October 31, 2015, 2014 and 2013. Each quarter we review the events and circumstances to determine if goodwill impairment is indicated.

Other intangible assets consist primarily of developed technologies, proprietary know-how, trademarks and customer relationships and are amortized using the straight-line method over estimated useful lives ranging from 6 months to 15 years. No impairments of purchased intangible assets were recorded during the years ended October 31, 2015, 2014 and 2013.

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period and proceed directly to calculating its fair value. Our indefinite-lived intangible assets are IPR&D intangible assets. Due to specific cancellation of an IPR&D project, we recorded an impairment of $1 million in 2013. There were no impairments in fiscal years 2015 and 2014. In all other instances we used the qualitative test and concluded that it was more-likely-than-not that all other indefinite-lived assets were not impaired.

Warranty. Our standard warranty term for most of our products from the date of delivery is typically three years, which increased from one year in the second quarter of fiscal 2013. We accrue for standard warranty costs based on historical trends in warranty charges as a percentage of net product revenue. The accrual is reviewed regularly and periodically adjusted to reflect changes in warranty cost estimates. Estimated warranty charges are recorded within cost of products at the time related product revenue is recognized.

We also sell extended warranties that provide warranty coverage beyond the standard warranty term. Revenue associated with extended warranties is deferred and recognized over the extended coverage period.

Restructuring. The main component of our restructuring plan is related to workforce reductions. Workforce reduction charges are accrued when payment of benefits becomes probable and the amounts can be estimated. If the amounts and timing of cash flows from restructuring activities are significantly different from what we have estimated, the actual amount of restructuring and other related charges could be materially different, either higher or lower, than those we have recorded.

Accounting for income taxes. We must make certain estimates and judgments in determining income tax expense for financial statement purposes. These estimates and judgments occur in the calculation of tax credits, benefits and deductions, and in the calculation of certain tax assets and liabilities which arise from differences in the timing of recognition of revenue and expense for tax and financial statement purposes, as well as interest and penalties related to uncertain tax positions. Significant changes to these estimates may result in an increase or decrease to our tax provision in a subsequent period.

Significant management judgment is also required in determining whether deferred tax assets will be realized in full or in part. When it is more-likely-than-not that all or some portion of specific deferred tax assets such as net operating losses or foreign tax credit carryforwards will not be realized, a valuation allowance must be established for the amount of the deferred tax assets that cannot be realized. We consider all available positive and negative evidence on a jurisdiction-by-jurisdiction basis when assessing whether it is more likely than not that deferred tax assets are recoverable. We consider evidence such as our past operating results, the existence of losses in recent years and our forecast of future taxable income. At October 31, 2015, the company maintains a valuation allowance mainly related to deferred tax assets for acquired capital losses in the U.K. We intend to maintain a valuation allowance in these jurisdictions until sufficient positive evidence exists to support its reversal.

We have provided for all U.S. federal income and foreign withholding taxes on the undistributed earnings of some of our foreign subsidiaries for the portion of earnings we do not intend to reinvest permanently. For the amount of foreign earnings that we consider reinvested permanently, should we decide to remit this income to the U.S. in a future period, our provision for income taxes will increase materially in that period.

The calculation of our tax liabilities involves dealing with uncertainties in the application of complex tax law and regulations in a multitude of jurisdictions. Although the guidance on the accounting for uncertainty in income taxes prescribes the use of a recognition and measurement model, the determination of whether an uncertain tax position has met those thresholds will continue to require significant judgment by management. In accordance with the guidance on the accounting for uncertainty in income taxes, for all U.S. and other tax jurisdictions, we recognize potential liabilities for anticipated tax audit issues based on our estimate of whether, and the extent to which, additional taxes and interest will be due. The ultimate resolution of tax uncertainties may differ from what is currently estimated, which could result in a material impact on income tax expense. If our estimate of income tax liabilities proves to be less than the ultimate assessment, a further charge to expense would be required. If events occur and the payment of these amounts ultimately proves to be unnecessary, the reversal of the liabilities would result in tax benefits being recognized in the period when we determine the liabilities are no longer necessary. We include interest and penalties related to unrecognized tax benefits within the provision for income taxes in the combined and consolidated statements of operations.

For fiscal 2014 and prior, we have calculated our taxes on a separate return basis. However, the amounts recorded for fiscal 2014 and prior are not necessarily representative of the amounts that would have been reflected in the financial statements had we been an entity that operated independent of Agilent. Consequently, our results after our separation from Agilent may be materially different from our historical results.

New Accounting Standards

See Note 2, "New Accounting Pronouncements," to the combined and consolidated financial statements for a description of new accounting pronouncements.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

At various times, we use derivative financial instruments to limit exposure to changes in foreign currency exchange rates and interest rates. Because derivative instruments are used solely as hedges and not for speculative trading purposes, fluctuations in the market values of such derivative instruments are generally offset by reciprocal changes in the underlying economic exposures that the instruments are intended to hedge. For further discussion of derivative financial instruments, refer to Note 14, "Derivatives."

Currency exchange rate risk

We are exposed to foreign currency exchange rate risks inherent in our sales commitments, anticipated sales, and assets and liabilities denominated in currencies other than the functional currency of our subsidiaries. We hedge future cash flows denominated in currencies other than the functional currency using sales and expense forecasts up to twelve months in advance. Our exposure to exchange rate risks is managed on an enterprise-wide basis. This strategy utilizes derivative financial instruments, including option and forward contracts, to hedge certain foreign currency exposures with the intent of offsetting gains and losses that occur on the underlying exposures with gains and losses on the derivative contracts hedging them. We do not currently and do not intend to utilize derivative financial instruments for speculative trading purposes.

Our operations generate non-functional currency cash flows such as revenues, third-party vendor payments and inter-company payments. In anticipation of these foreign currency cash flows and in view of the volatility of the currency market, we enter into such foreign exchange contracts as described above to substantially mitigate our currency risk. Approximately 75 percent of our revenues in 2015, 74 percent of our revenues in 2014 and 75 percent of our revenues in 2013 were generated in U.S. dollars.

We performed a sensitivity analysis assuming a hypothetical 10 percent adverse movement in foreign exchange rates to the hedging contracts and the underlying exposures described above. As of October 31, 2015 and 2014, the analysis indicated that these hypothetical market movements would not have a material effect on our combined and consolidated financial position, results of operations or cash flows.

Interest rate risk

As of October 31, 2015, we had $1,100 million in principal amount of fixed-rate senior notes outstanding. The carrying amount of the senior notes was $1,099 million, and the related fair value based on quoted prices was $1,091 million. A change in interest rates on long-term debt impacts the fair value of the company’s fixed-rate long-term debt but not the company’s earnings or cash flow because the interest on such debt is fixed. Generally, the fair market value of fixed-rate debt will increase as interest rates fall and decrease as interest rates rise.

As of October 31, 2015, a hypothetical 10 percent increase in interest rates would have decreased the fair value of the company’s fixed-rate long-term debt by approximately $26 million. However, since the company currently has no plans to repurchase its outstanding fixed-rate instruments before their maturity nor do the investors in our fixed-rate debt obligations have the right to demand we pay off these obligations prior to maturity, the impact of market interest rate fluctuations on the company’s fixed-rate long-term debt does not affect the company’s results of operations or stockholders’ equity.

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Item 8. Financial Statements and Supplementary Data



Index to Combined and Consolidated Financial Statements		Page

Combined and Consolidated Financial Statements:
Report of Independent Registered Public Accounting Firm		43
Combined and Consolidated Statement of Operations for each of the three years in the period ended October 31, 2015		44
Combined and Consolidated Statement of Comprehensive Income for each of the three years in the period ended October 31, 2015		45
Consolidated Balance Sheet at October 31, 2015 and 2014		46
Combined and Consolidated Statement of Cash Flows for each of the three years in the period ended October 31, 2015		47
Combined and Consolidated Statement of Equity for each of the three years in the period ended October 31, 2015		48
Notes to Combined and Consolidated Financial Statements		49
Quarterly Summary (unaudited)		91

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of Keysight Technologies, Inc.:

In our opinion, the accompanying balance sheets and the related statements of operations, of comprehensive income, of equity and of cash flows present fairly, in all material respects, the financial position of Keysight Technologies, Inc. and its subsidiaries at October 31, 2015 and October 31, 2014, and the results of their operations and their cash flows for each of the three years in the period ended October 31, 2015 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 15(a)(2) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of October 31, 2015, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management's Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company's internal control over financial reporting based on our audits (which was an integrated audit in 2015). We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

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

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As described in Management’s Report on Internal Control over Financial Reporting, management has excluded Anite plc from its assessment of internal control over financial reporting as of October 31, 2015 because it was acquired by the Company in a purchase business combination during 2015.

We have also excluded Anite plc from our audit of internal control over financial reporting. Anite plc is a wholly-owned subsidiary whose total assets and total revenues represent 4% and 1%, respectively, of the related financial statement amounts as of and for the year ended October 31, 2015.

/s/ PricewaterhouseCoopers LLP

San Jose, California

December 21, 2015

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KEYSIGHT TECHNOLOGIES, INC.

COMBINED AND CONSOLIDATED STATEMENT OF OPERATIONS

(in millions, except per share data)



	Year Ended October 31,
	2015			2014			2013
Net revenue:
Products	$	2,408		$	2,479		$	2,434
Services and other	448			454			454
Total net revenue	2,856			2,933			2,888
Costs and expenses:
Cost of products	1,025			1,083			1,044
Cost of services and other	244			230			221
Total costs	1,269			1,313			1,265
Research and development	387			361			375
Selling, general and administrative	787			790			752
Other operating expense (income), net	(18		)	—			—
Total costs and expenses	2,425			2,464			2,392
Income from operations	431			469			496
Interest income	1			—			—
Interest expense	(46		)	(3		)	—
Other income (expense), net	2			9			5
Income before taxes	388			475			501
Provision (benefit) for income taxes	(125		)	83			44
Net income	$	513		$	392		$	457

Net income per share: ^(a)
Basic	$	3.04		$	2.35		$	2.74
Diluted	$	3.00		$	2.35		$	2.74

Weighted average shares used in computing net income per share: ^(a)
Basic	169			167			167
Diluted	171			167			167

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

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KEYSIGHT TECHNOLOGIES, INC.

COMBINED AND CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

(in millions)



	Years Ended October 31,
	2015			2014			2013
Net income	$	513		$	392		$	457
Other comprehensive income (loss):
Unrealized gain on investments, net of tax expense of $2, $4 and $3	5			8			5
Unrealized gain (loss) on derivative instruments, net of tax benefit (expense) of $5, $(2) and zero	(10		)	3			—
Amounts reclassified into earnings related to derivative instruments, net of tax benefit (expense) of zero	1			—			—
Foreign currency translation, net of tax benefit (expense) of zero, $1 and $(6)	(54		)	(72		)	(75		)
Net defined benefit pension cost and post retirement plan costs:
Change in actuarial net loss, net of tax benefit of $25, $13 and zero	(67		)	(38		)	—
Change in net prior service credit, net of tax benefit of $11, $3 and zero	(18		)	(5		)	—
Other comprehensive loss	(143		)	(104		)	(70		)
Total comprehensive income	$	370		$	288		$	387

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

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KEYSIGHT TECHNOLOGIES, INC.

CONSOLIDATED BALANCE SHEET

(in millions, except par value and share data)



	October 31,
	2015			2014
ASSETS
Current assets:
Cash and cash equivalents	$	483		$	810
Accounts receivable, net	398			357
Receivable from Agilent	—			23
Inventory	487			498
Deferred tax assets	74			83
Other current assets	137			79
Total current assets	1,579			1,850
Property, plant and equipment, net	518			470
Goodwill	700			392
Other intangible assets, net	246			18
Long-term investments	70			63
Long-term deferred tax assets	295			163
Other assets	100			94
Total assets	$	3,508		$	3,050
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable	$	209		$	173
Payable to Agilent	—			125
Employee compensation and benefits	168			167
Deferred revenue	175			175
Income and other taxes payable	50			72
Other accrued liabilities	84			57
Total current liabilities	686			769
Long-term deferred revenue	61			69
Long-term debt	1,099			1,099
Retirement and post-retirement benefits	280			213
Other long-term liabilities	80			131
Total liabilities	2,206			2,281
Commitments and contingencies (Note 18)
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; 170 million shares issued and outstanding at October 31, 2015, and 167 million shares issued and outstanding at October 31, 2014	2			2
Additional paid-in-capital	1,165			1,002
Retained earnings	614			101
Accumulated other comprehensive loss	(479		)	(336		)
Total stockholders' equity	1,302			769
Total liabilities and equity	$	3,508		$	3,050

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

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KEYSIGHT TECHNOLOGIES, INC.

COMBINED AND CONSOLIDATED STATEMENT OF CASH FLOWS

(in millions)



	Year Ended October 31,
	2015			2014			2013
Cash flows from operating activities:
Net income	$	513		$	392		$	457
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	99			84			77
Share-based compensation	55			43			41
Excess tax benefit from share based plans	(4		)	(4		)	—
Deferred taxes	(163		)	23			14
Excess and obsolete inventory related charges	28			33			21
Asset impairment charges	—			—			1
Other non-cash expenses (income), net	14			(1		)	1
Changes in assets and liabilities:
Accounts receivable, net	(20		)	(25		)	44
Inventory	(25		)	(31		)	(53		)
Accounts payable	18			32			(24		)
Payment (to)/from Agilent, net	(28		)	23			—
Employee compensation and benefits	6			30			—
Income and other taxes payable	2			63			(2		)
Retirement and post-retirement benefits	(38		)	(32		)	—
Other assets and liabilities	(81		)	(67		)	(11		)
Net cash provided by operating activities	376			563			566

Cash flows from investing activities:
Purchases of property, plant and equipment	(92		)	(70		)	(69		)
Proceeds from the sale of property, plant and equipment	1			—			—
Acquisitions of businesses and intangible assets, net of cash acquired	(574		)	(11		)	(1		)
Purchase of investments	(7		)	—			(15		)
Proceeds from the sale of investments	1			—			—
Change in restricted cash, cash equivalents and investments	—			(2		)	—
Other	—			1			—
Net cash used in investing activities	(671		)	(82		)	(85		)

Cash flows from financing activities:
Issuance of common stock under employee stock plans	26			—			—
Issuance of senior notes	—			1,099			—
Debt issuance costs	—			(10		)	—
Proceeds from short term borrowings	—			2			—
Repayment of debts and credit facility	—			(37		)	—
Excess tax benefit from share-based plans	4			4			—
Return of capital to Agilent	(49		)	(940		)	—
Net transfers from/(to) Agilent	—			217			(481		)
Net cash provided by/(used in) financing activities	(19		)	335			(481		)
Effect of exchange rate movements	(13		)	(6		)	—
Net increase/(decrease) in cash and cash equivalents	(327		)	810			—
Cash and cash equivalents at beginning of year	810			—			—
Cash and cash equivalents at end of year	$	483		$	810		$	—

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

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KEYSIGHT TECHNOLOGIES, INC.

COMBINED AND CONSOLIDATED STATEMENT OF EQUITY

(in millions, except number of shares in thousands)



	Common Stock
	Number of Shares	Par Value		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income/(Loss)			Agilent Net Investment			Total Equity
Balance as of October 31, 2012	—	$	—	$	—	$	—	$	101		$	1,204		$	1,305
Net income	—	—		—		—		—			457			457
Other comprehensive loss, net of tax	—	—		—		—		(70		)	—			(70		)
Net transfers to Agilent	—	—		—		—		—			(447		)	(447		)
Balance as of October 31, 2013	—	$	—	$	—	$	—	$	31		$	1,214		$	1,245
Net income:
Pre-capitalization	—	—		—		—		—			291			291
Post-capitalization	—	—		—		101		—			—			101
Other comprehensive loss, net of tax:
Pre-capitalization	—	—		—		—		(8		)	—			(8		)
Post-capitalization	—	—		—		—		(96		)	—			(96		)
Net transfers to Agilent (pre-capitalization)	—	—		—		—		—			(267		)	(267		)
Transfers due to Capitalization	—	—		—		—		(263		)	780			517
Return of capital to Agilent (post-capitalization)	—	—		—		—		—			(900		)	(900		)
Excess cash paid or payable to Agilent	—	—		—		—		—			(114		)	(114		)
Issuance of common stock and reclassification of parent company investment in connection with separation	167,483	2		1,002		—		—			(1,004		)	—
Balance as of October 31, 2014	167,483	$	2	$	1,002	$	101	$	(336	)	$	—		$	769
Net income	—	—		—		513		—			—			513
Other comprehensive loss, net of tax	—	—		—		—		(143		)	—			(143		)
Share-based awards issued	2,108	—		18		—		—			—			18
Share-based compensation	—	—		54		—		—			—			54
Tax benefits from share-based awards issued	—	—		4		—		—			—			4
Separation related tax and pension adjustments	—	—		62		—		—			—			62
Reduction in cash payable to Agilent	—	—		25		—		—			—			25
Balance as of October 31, 2015	169,591	$	2	$	1,165	$	614	$	(479	)	$	—		$	1,302

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

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KEYSIGHT TECHNOLOGIES, INC.

NOTES TO COMBINED AND CONSOLIDATED FINANCIAL STATEMENTS

1. OVERVIEW 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 core electronic design and test solutions to communications and electronics industries.

Separation from Agilent. On November 1, 2014, Keysight became an independent publicly-traded company through the distribution by Agilent Technologies Inc. ("Agilent") of 100 percent of the outstanding common stock of Keysight to Agilent's shareholders (the "Separation"). Each Agilent shareholder of record as of the close of business on October 22, 2014 received one share of Keysight common stock for every two shares of Agilent common stock held on the record date. Approximately 167 million shares of Keysight common stock were distributed on November 1, 2014 to Agilent shareholders. Keysight's Registration Statement on Form 10 was declared effective by the U.S. Securities and Exchange Commission ("SEC") on October 6, 2014. Keysight's common stock began trading "regular-way" under the ticker symbol "KEYS" on the New York Stock Exchange on November 3, 2014.

Acquisition of Anite . On August 13, 2015 , we acquired all share capital of Anite plc ("Anite") for a cash price of approximately $558 million , net of $43 million of cash acquired. Anite is a U.K.-based global company and a leading supplier of wireless test solutions with strong software expertise. This acquisition expands our solutions offering in wireless research and development design and test. Coupled with Keysight's expertise in helping customers design and test hardware, we can now provide customers with comprehensive wireless solutions. Anite also has a Network Test business that brings innovative solutions that help deliver an outstanding experience for mobile users in the network. Anite results are included in Keysight's consolidated financial statements from the date of acquisition and are reported in the measurement solutions segment. For additional details related to the acquisition of Anite, see Note 3, "Acquisitions."

Basis of presentation. We have prepared the accompanying financial statements pursuant to the rules and regulations of the SEC and in conformity with U.S. generally accepted accounting principles ("GAAP"). Our fiscal year end is October 31. Unless otherwise stated, all years and dates refer to our fiscal year.

Agilent transferred substantially all of the assets and liabilities and operations of the electronic measurement business to Keysight in August 2014 ("the Capitalization"). Combined financial statements prior to the Capitalization were prepared on a stand-alone basis and were derived from Agilent’s consolidated financial statements and accounting records. Expenses were allocated to us using estimates that we consider to be a reasonable reflection of the utilization of services provided or the benefit received by us during the periods presented.

Following the Capitalization, the consolidated financial statements include the accounts of the company and our wholly-owned subsidiaries. For the first half of fiscal 2015, Agilent provided some services on a transitional basis for a fee, which were partially offset by other income from Keysight services provided to Agilent. These services were received or provided under a transition services agreement. The net costs associated with the transition services agreement were not materially different than the historical costs that were allocated to us related to these same services.

Management is responsible for the fair presentation of the accompanying combined and consolidated financial statements, prepared in accordance with U.S. GAAP, and has full responsibility for their integrity and accuracy. In the opinion of management, the accompanying combined and consolidated financial statements contain all adjustments necessary to present fairly our consolidated balance sheet and our combined and consolidated statement of operations, statement of comprehensive income, statement of cash flows and statement of equity for all periods presented.

Principles of consolidation. The combined and consolidated financial statements include the accounts of the company and our wholly- and majority-owned subsidiaries. All significant inter-company transactions have been eliminated. All significant transactions between us and other businesses of Agilent are included in these combined and consolidated financial statements. All inter-company transactions prior to the Capitalization are considered to be effectively settled for cash in the combined and consolidated statement of cash flows at the time the transaction is recorded.

Use of estimates. The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in our combined and 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 best 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

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revenue recognition, inventory valuation, allocation methods and allocated expenses from Agilent prior to the separation, valuation of goodwill and other intangible assets, share-based compensation, retirement and post-retirement plan assumptions, restructuring, warranty and accounting for income taxes.

Revenue recognition. We enter into agreements to sell products (hardware and/or software), services and other arrangements (multiple-element arrangements) that include combinations of products and services.

We recognize revenue, net of trade discounts and allowances, provided that (1) persuasive evidence of an arrangement exists, (2) delivery has occurred, (3) the price is fixed or determinable and (4) collectability is reasonably assured. Delivery is considered to have occurred when title and risk of loss have transferred to the customer, for products, or when the service has been provided. We consider the price to be fixed or determinable when the price is not subject to refund or adjustments. We consider arrangements with extended payment terms not to be fixed or determinable, and accordingly we defer revenue until amounts become due. At the time of the transaction, we evaluate the creditworthiness of our customers to determine the appropriate timing of revenue recognition.

Product revenue. Our product revenue is generated predominantly from the sales of various types of test equipment and associated software. Product revenue, including sales to resellers and distributors, is reduced for estimated returns, when appropriate. For sales or arrangements that include customer-specified acceptance criteria, including those where acceptance is required upon achievement of performance milestones, revenue is recognized after the acceptance criteria have been met. For products that include installation, if the installation meets the criteria to be considered a separate element, product revenue is recognized upon delivery, and recognition of installation revenue is delayed until the installation is complete. Otherwise, neither the product nor the installation revenue is recognized until the installation is complete.

Where software is licensed separately, revenue is recognized when the software is delivered and has been transferred to the customer or, in the case of electronic delivery of software, when the customer is given access to the licensed software programs.

We also evaluate whether collection of the receivable is probable, the fee is fixed or determinable and whether any other undelivered elements of the arrangement exist on which a portion of the total fee would be allocated based on vendor-specific objective evidence ("VSOE"). When VSOE is not available we then use third-party evidence ("TPE") or management's best estimate of selling price ("ESP").

Service revenue. Revenue from services includes repair and calibration services, extended warranty, customer and software support, consulting, training and education. Service revenue is deferred and recognized over the contractual period or as services are rendered and accepted by the customer. For example, customer support contracts are recognized rateably over the contractual period, while training revenue is recognized as the training is provided to the customer. In addition, the four revenue recognition criteria described above must be met before service revenue is recognized.

Revenue recognition for arrangements with multiple deliverables. Our multiple-element arrangements are generally comprised of a combination of measurement instruments, installation or other start-up services, and/or software and/or support or services. Hardware and software elements are typically delivered at the same time and revenue is recognized upon delivery and acceptance, if required, once title and risk of loss pass to the customer. Delivery of installation, start-up services and other services varies based on the complexity of the equipment, staffing levels in a geographic location and customer preferences, and can range from a few days to a few months. Service revenue is deferred and recognized over the contractual period or as services are rendered and accepted by the customer. Revenue from the sale of software products that are not required to deliver the tangible product's essential functionality are accounted for under software revenue recognition rules which require VSOE of fair value to allocate revenue in a multiple-element arrangement. Our arrangements generally do not include any provisions for cancellation, termination, or refunds that would significantly impact recognized revenue.

We evaluate the deliverables in our multiple-element arrangements and conclude that they are separate units of accounting if it is determined the delivered item or items have value to the customer on a standalone basis. For arrangements that include a general right of return relative to the delivered item(s), delivery or performance of the undelivered item(s) has been determined to be probable and substantially in our control. We allocate revenue to each element in our multiple-element arrangements based upon their relative selling prices. We determine the selling price for each deliverable based on a selling price hierarchy. The selling price for a deliverable is based on VSOE if available, TPE if VSOE is not available, or ESP if neither VSOE nor TPE is available. Revenue allocated to each element is then recognized when the basic revenue recognition criteria for that element have been met.

We use VSOE of selling price in the selling price allocation in all instances where it exists. VSOE of selling price for products and services is determined when a substantial majority of the selling prices fall within a reasonable range when sold separately. TPE of selling price can be established by evaluating largely interchangeable competitor products or services in standalone sales to similarly situated customers. As our products contain a significant element of proprietary technology and the solution offered

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differs substantially from that of competitors, it is difficult to obtain the reliable standalone competitive pricing necessary to establish TPE. ESP represents the best estimate of the price at which we would transact a sale if the product or service were sold on a standalone basis. We determine ESP for a product or service by using historical selling prices which reflect multiple factors including, but not limited to, customer type, geography, market conditions, competitive landscape, gross margin objectives and pricing practices. The determination of ESP is made through consultation with and approval by management. We may modify or develop new pricing practices and strategies in the future. As these pricing strategies evolve, changes may occur in ESP. The aforementioned factors may result in a different allocation of revenue to the deliverables in multiple-element arrangements, which may change the pattern and timing of revenue recognition for these elements but will not change the total revenue recognized for the arrangement.

Shipping and handling costs. Our shipping and handling costs charged to customers are included in net revenue, and the associated expense is recorded in cost of products for all periods presented.

Deferred revenue. Deferred revenue represents the amount that is allocated to undelivered elements in multiple-element arrangements. We limit the revenue recognized to the amount that is not contingent on the future delivery of products or services or meeting other specified performance conditions. In addition, service revenue is deferred and recognized over the contractual period or as services are rendered and accepted by the customer.

Accounts receivable, net. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. Such accounts receivable have been reduced by an allowance for doubtful accounts, which is our best estimate of the amount of probable credit losses in our existing accounts receivable. We determine the allowance based on customer specific experience and the aging of such receivables, among other factors. The allowance for doubtful accounts as of October 31, 2015 and 2014 was not material. We do not have any off-balance-sheet credit exposure related to our customers. Accounts receivable are also recorded net of product returns.

Share-based compensation. Prior to our separation from Agilent, our employees historically participated in Agilent’s various incentive award plans, including employee stock options, restricted stock units and the employee stock purchases made under Agilent’s Employee Stock Purchase Plan ("Agilent's ESPP”) and we participated in Agilent’s share-based compensation plans and recorded share-based compensation expense based on the equity awards granted to our employees. We recorded compensation expense based on expenses for the awards to our employees as well as an allocation of Agilent’s corporate and shared services employee expenses.

In 2015 , we accounted for share-based awards made to our employees and directors including employee stock option awards, restricted stock units, employee stock purchases made under Keysight's Employee Stock Purchase Plan ("Keysight's ESPP") and performance share awards under Keysight Technologies, Inc. Long-Term Performance ("Keysight's LTP") Program using the estimated grant date fair value method of accounting. In 2014 and 2013 , we accounted for share-based awards made to our employees and directors including employee stock option awards, restricted stock units, employee stock purchases made under Agilent's ESPP and performance share awards under Agilent Technologies, Inc. Long-Term Performance ("Agilent's LTP") Program using the estimated grant date fair value method of accounting. Under the fair value method, we recorded compensation expense for all share-based awards of $55 million in 2015 , $44 million in 2014 and $43 million in 2013 .

Inventory. Inventory is valued at standard cost, which approximates actual cost computed on a first-in, first-out basis, not in excess of market value. We assess the valuation of our inventory on a periodic basis and make adjustments to the value for estimated excess and obsolete inventory based on estimates about future demand and actual usage. The excess balance determined by this analysis becomes the basis for our excess inventory charge. Our excess inventory review process includes analysis of sales unit forecasts, managing product rollovers and working with manufacturing to maximize recovery of excess inventory.

Taxes on income. Income tax expense is based on income or loss before taxes. Deferred income taxes reflect the effect of temporary differences between asset and liability amounts that are recognized for financial reporting purposes and the amounts that are recognized for income tax purposes. These deferred taxes are measured by applying currently enacted tax laws. Valuation allowances are recognized to reduce deferred tax assets to the amount that is more likely than not to be realized.

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We account for uncertainty in income taxes using a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates that it is more likely than not that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount that is more than 50% likely of being realized upon settlement. We make adjustments to these reserves when facts and circumstances change, such as the closing of a tax audit or the refinement of an estimate due to new information. We classify the liability for unrecognized tax benefits as current to the extent that the company anticipates payment (or receipt) of cash within one year. Interest and penalties related to uncertain tax positions are recognized in the provision for income taxes. 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.

Goodwill and other intangible assets. Goodwill is assessed for impairment at least annually in the fourth quarter, as of September 30, on a reporting unit basis, or more frequently when events and circumstances occur indicating that the recorded goodwill may be impaired. In accordance with the authoritative accounting guidance we have the option to perform a qualitative assessment to determine whether it is more-likely-than-not that the fair value of a reporting unit is less than its carrying amount. If we determine this is the case, we are required to perform the two-step goodwill impairment test to identify potential goodwill impairment and measure the amount of goodwill impairment loss to be recognized. If we determine that it is more-likely-than-not that the fair value of the reporting unit is greater than its carrying amounts, the two-step goodwill impairment test is not required.

As defined in the authoritative guidance, a reporting unit is an operating segment, or one level below an operating segment. Historically, we conducted our business in a single operating segment and reporting unit. In fiscal 2014, in conjunction with the planned separation, we implemented changes in our organizational structure which resulted in the formation of two reportable operating segments, which are also our reporting units. In fiscal year 2015, we assessed goodwill impairment by performing a qualitative test for our two reporting units, which consisted of our two segments, Measurement Solutions and Customer Support and Services. Based on the results of our testing, it was determined that it is more-likely-than-not that the fair value of the reporting units are greater than their carrying amounts. There was no impairment of goodwill during the years ended October 31, 2015, 2014 and 2013.

Other intangible assets consist primarily of developed technologies, proprietary know-how, trademarks, and customer relationships and are amortized using the straight-line method over estimated useful lives ranging from 6 months to 15 years. No impairments of purchased intangible assets were recorded during the year ended October 31, 2015, 2014 and 2013.

We review other intangible assets for impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable or that the useful lives of these assets are no longer appropriate. The authoritative accounting guidance allows a qualitative approach for testing indefinite-lived intangible assets for impairment, similar to the impairment testing guidance for goodwill. It allows the option to first assess qualitative factors (events and circumstances) that could have affected the significant inputs used in determining the fair value of the indefinite-lived intangible asset. The qualitative factors assist in determining whether it is more-likely-than-not (i.e. > 50% chance) that the indefinite-lived intangible asset is impaired. An organization may choose to bypass the qualitative assessment for any indefinite-lived intangible asset in any period and proceed directly to calculating its fair value. Our indefinite-lived intangible assets are in-process research and development ("IPR&D") intangible assets. Due to cancellation of a specific IPR&D project, we recorded an impairment of $1 million in 2013. There were no impairments in fiscal years 2015 and 2014. In all other instances we used the qualitative test and concluded that it was more-likely-than-not that all other indefinite-lived assets were not impaired.

Advertising. Advertising costs are expensed as incurred and amounted to $27 million in 2015 , $22 million in 2014 and $16 million in 2013 .

Research and development. Costs related to the research, design and development of our products are charged to research and development expense as they are incurred.

Sales taxes. Sales taxes collected from customers and remitted to governmental authorities are not included in our revenue.

Investments. Cost method investments consisting of non-marketable equity securities 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 are reported at fair value, with unrealized gains and losses, net of tax, included in accumulated other comprehensive income. The Company assesses investments for impairment whenever events or changes in circumstances indicate that the carrying value of an investment may not be recoverable. In 2015, cost method investments with a carrying amount of $4 million were written down to their fair value of zero , resulting in an impairment charge of $4 million , which is included in other income (expense), net. There were no impairments recognized in 2014 and 2013.

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Net income per share. Basic net income per share is computed by dividing net income - the numerator - by the weighted average number of common shares outstanding - the denominator - during the period excluding the dilutive effect of stock options and other employee stock plans. Diluted net income per share gives effect to all potentially dilutive common stock equivalents outstanding during the period. The dilutive effect of share-based awards is reflected in diluted net income per share by application of the treasury stock method, which includes consideration of unamortized share-based compensation expense, the tax benefits and shortfalls charged to additional paid-in capital and the dilutive effect of in-the-money options and non-vested restricted stock units. Under the treasury stock method, the amount the employee must pay for exercising stock options, unamortized share-based compensation expense and tax benefits or shortfalls are assumed proceeds to be used to repurchase hypothetical shares.

Basic and diluted net income per share for all periods through October 31, 2014 is calculated using the shares distributed on November 1, 2014. See Note 7, "Net Income Per Share."

Cash, cash equivalents and short term investments. We classify investments as cash equivalents if their original maturity or remaining maturity at the time of purchase is three months or less at the date of purchase. Cash equivalents are stated at cost, which approximates fair value.

As of October 31, 2015 , approximately $338 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. 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 and institutional money market funds in which we invest our funds.

We classify investments as short-term investments if their original maturities are greater than three months and their remaining maturities are one year or less.

Fair value of financial instruments. The carrying values of certain of our financial instruments including cash and cash equivalents, accounts receivable, accounts payable, and other accrued liabilities approximate fair value because of their short maturities. The fair value of long-term equity investments is determined using quoted market prices for those securities when available. For those long-term equity investments accounted for under the cost or equity method, their carrying value approximates their estimated fair value. The fair value of our long-term debt, calculated from quoted prices which are primarily Level 1 inputs under the accounting guidance fair value hierarchy, was below the carrying value by approximately $8 million as of October 31, 2015 and exceeded the carrying value by approximately $1 million as of October 31, 2014. The fair value of foreign currency contracts used for hedging purposes is estimated internally by using inputs tied to active markets. These inputs, for example, interest rate yield curves, foreign exchange rates, and forward and spot prices for currencies are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. See also Note 13, "Fair Value Measurements," for additional information on the fair value of financial instruments.

Concentration of credit risk. Financial instruments that potentially subject us to significant concentration of credit risk include money market fund investments, time deposits and demand deposit balances. These investments are categorized as cash and cash equivalents and long-term investments. In addition, we have credit risk from derivative financial instruments used in hedging activities and accounts receivable. We invest in a variety of financial instruments and limit the amount of credit exposure with any one financial institution. We have a comprehensive credit policy in place and credit exposure is monitored on an ongoing basis.

Credit risk with respect to our accounts receivable is diversified due to the large number of entities comprising our customer base and their dispersion across many different industries and geographies. Credit evaluations are performed on customers requiring credit over a certain amount.

Credit risk is mitigated through collateral such as letters of credit, bank guarantees or payment terms like cash in advance. Credit evaluation is performed by an independent team to ensure proper segregation of duties. No single customer accounted for more than 10 percent of accounts receivable as of October 31, 2015 or 2014 .

Derivative instruments. We are exposed to global foreign currency exchange rate risk in the normal course of business. We enter into foreign exchange hedging contracts, primarily forward contracts and purchased options to manage financial exposures resulting from changes in foreign currency exchange rates. Foreign currency exposures include committed and anticipated revenue and expense transactions (cash flow exposure) and assets and liabilities that are denominated in currencies other than the functional currency of the subsidiary (balance sheet exposure). For cash flow hedges, contracts are designed at inception as hedges of the related foreign currency exposures. For option contracts, we exclude time value from the measurement of effectiveness. We formally document all relationships between hedging instruments and hedged items, as well as our risk-management objective and strategy

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for undertaking various hedge transactions at the inception of the hedge. This process includes linking all derivatives that are designated as cash flow hedges to specific forecasted transactions. We also formally assess, both at the hedge’s inception and on an ongoing basis, whether the hedging instruments are highly effective in offsetting changes in cash flows of hedged items. Our foreign exchange hedging contracts generally mature within twelve months. In order to manage foreign currency exposures in a few limited jurisdictions we may enter into foreign exchange contracts that do not qualify for hedge accounting. In such circumstances, the local foreign currency exposure is offset by contracts owned by the parent company. We do not use derivative financial instruments for speculative trading purposes.

All derivatives are recognized on the balance sheet at their fair values. For derivative instruments that are designated and qualify as a cash flow hedge, changes in the value of the effective portion of the derivative instrument is recognized in accumulated comprehensive income, a component of stockholders' equity. Amounts associated with cash flow hedges are reclassified and recognized in income when either the forecast transaction occurs or it becomes probable the forecast transaction will not occur. Derivatives not designated as hedging instruments are recorded on the balance sheet at their fair value and changes in the fair values are recorded in the income statement in the current period. Derivative instruments are subject to master netting arrangements and qualify for net presentation in the balance sheet. Changes in the fair value of the ineffective portion of derivative instruments are recognized in earnings in the current period. Cash flows from derivative instruments are classified in the statement of cash flows in the same category as the cash flows from the hedged or economically hedged item, primarily in operating activities.

Property, plant and equipment. Property, plant and equipment are stated at cost less accumulated depreciation. Additions, improvements and major renewals are capitalized; maintenance, repairs and minor renewals are expensed as incurred. When assets are retired or disposed of, the assets and related accumulated depreciation and amortization are removed from our general ledger, and the resulting gain or loss is reflected in the combined and consolidated statement of operations. Buildings and improvements are depreciated over the lesser of their useful lives or the remaining term of the lease and machinery and equipment over three to ten years. We use the straight-line method to depreciate assets.

Leases. We lease buildings, machinery and equipment under operating leases for original terms ranging generally from one to twenty-five years. Certain leases contain renewal options for periods up to ten years.

Capitalized software. We capitalize certain internal and external costs incurred to acquire or create internal use software. Capitalized software is included in property, plant and equipment and is depreciated over three to five years once development is complete.

Impairment of long-lived assets. We continually monitor events and changes in circumstances that could indicate carrying amounts of long-lived assets, including intangible assets, may not be recoverable. When such events or changes in circumstances occur, we assess the recoverability of long-lived assets by determining whether the carrying value of such assets will be recovered through undiscounted expected future cash flows. If the total of the undiscounted future cash flows is less than the carrying amount of those assets, we recognize an impairment loss based on the excess of the carrying amount over the fair value of the assets.

Restructuring costs. The main component of our restructuring plan is related to workforce reductions. Workforce reduction charges are accrued when payment of benefits becomes probable and the amounts can be estimated. If the amounts and timing of cash flows from restructuring activities are significantly different from what we have estimated, the actual amount of restructuring and other related charges could be materially different, either higher or lower, than those we have recorded.

Employee compensation and benefits. Amounts owed to employees, such as accrued salary, bonuses and vacation benefits are accounted for within employee compensation and benefits. The total amount of accrued vacation benefit was $63 million and $70 million as of October 31, 2015 and 2014 , respectively.

Foreign currency translation. We translate and remeasure balance sheet and statement of operations items into U.S. dollars. For those subsidiaries that operate in a local currency functional environment, all assets and liabilities are translated into U.S. dollars using current exchange rates at the balance sheet date; revenue and expenses are translated using monthly exchange rates which approximate to average exchange rates in effect during each period. Resulting translation adjustments are reported as a separate component of accumulated other comprehensive income (loss) in stockholders' equity.

For those subsidiaries that operate in a U.S. dollar functional environment, foreign currency assets and liabilities are re-measured into U.S. dollars at current exchange rates except for non-monetary assets and capital accounts which are remeasured at historical exchange rates. Revenue and expenses are generally remeasured at monthly exchange rates which approximate average exchange rates in effect during each period. Gains or losses from foreign currency re-measurement are included in net income. Net gains or losses resulting from foreign currency transactions, including hedging gains and losses that were allocated to us by Agilent prior to separation, are reported in other income (expense), net and were a $5 million gain for 2015, zero for 2014, and a $4 million loss for 2013 .

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Retirement plans and post-retirement benefit plan assumptions. Retirement and post-retirement benefit plan costs are a significant cost of doing business. They represent obligations that will ultimately be settled sometime in the future and therefore are subject to estimation. Pension accounting is intended to reflect the recognition of future benefit costs over the employees' average expected future service to Keysight based on the terms of the plans and investment and funding decisions. To estimate the impact of these future payments and our decisions concerning funding of these obligations, we are required to make assumptions using actuarial concepts within the framework of U.S. GAAP. Two critical assumptions are the discount rate and the expected long-term return on plan assets. Other important assumptions include, expected future salary increases, expected future increases to benefit payments, expected retirement dates, employee turnover, retiree mortality rates, and portfolio composition. We evaluate these assumptions at least annually. See Note 16, "Retirement Plans and Post-Retirement Pension Plans."

2. NEW ACCOUNTING PRONOUNCEMENTS

In May 2014, the Financial Accounting Standards Board ("FASB") issued an amendment to the accounting guidance related to revenue recognition. The amendment was the result of a joint project between the FASB and the International Accounting Standards Board ("IASB") to clarify the principles for recognizing revenue and to develop common revenue standards for U.S. GAAP and International Financial Reporting Standards ("IFRS"). To meet those objectives, the FASB amended the FASB Accounting Standards Codification and creating a new Topic 606, Revenue from Contracts with Customers, and the IASB is issuing IFRS 15, Revenue from Contracts with Customers. On July 9, 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. We are evaluating the impact of adopting this guidance to our combined and consolidated financial statements.

In June 2014, the FASB issued an amendment to the accounting guidance relating to share-based compensation to resolve what it saw as diverse accounting treatment of certain awards. With this amendment, the FASB has given explicit guidance to treat a performance target that could be achieved after the requisite service period as a performance condition that affects vesting rather than as a non-vesting condition that affects the grant-date fair value of an award. The new guidance is effective for annual periods beginning after December 15, 2015 and for the interim periods within those annual periods. Earlier adoption is permitted. We do not expect a material impact to our combined and consolidated financial statements due to the adoption of this guidance.

In August 2014, the FASB issued guidance related to the disclosures around going concern. The standard provided guidance around management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures. The standard is effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption is permitted. We do not expect a material impact to our combined and consolidated financial statements due to the adoption of this guidance.

In February 2015, the FASB issued guidance with respect to the analysis that a reporting entity must perform to determine whether it should consolidate certain types of legal entities. All legal entities are subject to reevaluation under the revised consolidation model. The new guidance affects the following areas: (1) limited partnerships and similar legal entities, (2) evaluating fees paid to a decision maker or a service provider as a variable interest, (3) the effect of fee arrangements on the primary beneficiary determination, (4) the effect of related parties on the primary beneficiary determination, and (5) certain investment funds. The new guidance is effective for annual periods beginning after December 15, 2015, and interim periods within those annual periods. Early adoption is permitted. We do not expect a material impact to our combined and consolidated financial statements due to the adoption of this guidance.

In April 2015, the FASB issued guidance to simplify presentation of debt issuance costs. The standard requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that 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 do not expect a material impact to our combined and consolidated financial statements due to the adoption of this guidance.

In April 2015, the FASB issued guidance that clarifies the circumstances under which a cloud computing customer would account for an arrangement as a license of internal-use software. The standard is effective for annual periods beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted. We do not expect a material impact to our combined and consolidated financial statements due to the adoption of this guidance.

In May 2015, the FASB issued guidance that removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient. The standard also removes the requirement to make certain disclosures for all investments that are eligible to be measured at fair value using the net asset value per share practical expedient. Rather, those disclosures are limited to investments for which the entity has elected to measure

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the fair value using that practical expedient. The standard is effective for fiscal years beginning after December 15, 2015, including interim periods within those fiscal years. Early adoption is permitted. We do not expect a material impact to our combined and consolidated financial statements due to the adoption of this guidance.

In July 2015, the FASB issued guidance to simplify the subsequent measurement of inventory. The standard requires most inventory to be measured at the lower of cost and net realizable value, thereby simplifying the current guidance under which inventory must be measured at the lower of cost or market (where market was defined as replacement cost, with a ceiling of net realizable value and floor of net realizable value less a normal profit margin). The standard is effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. Early application is permitted. We do not expect a material impact to our combined and consolidated financial statements due to the adoption of this guidance.

In August 2015, the FASB issued guidance to simplify presentation of debt issuance costs associated with line of credit arrangements. The standard clarifies the SEC's position on presenting and measuring debt issuance costs incurred in connection with line of credit arrangements as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line of credit arrangement. The standard is effective for fiscal years beginning after December 15, 2015, and interim periods within those fiscal years. Early adoption is permitted. We do not expect a material impact to our combined and consolidated financial statements due to the adoption of this guidance.

In September 2015, the FASB issued guidance that requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined. Under the standard, if the initial accounting for a business combination is incomplete at the end of the reporting period in which the combination occurs, the acquirer would no longer be required to revise its comparative information for changes to the provisional amounts recognized as of the acquisition date during the measurement period. 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 in the fourth quarter of 2015. We do not expect a material impact to our combined and consolidated financial statements due to the adoption of this guidance.

In November 2015, the FASB issued guidance that requires deferred income tax liabilities and assets to be classified as noncurrent. The standard is effective for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption is permitted. We are still in the process of evaluating the effect of adoption on our financial statements.

Other amendments to GAAP in the U.S. 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 combined and consolidated financial statements upon adoption.

3. ACQUISITION OF ANITE

On August 13, 2015 , we acquired all share capital of Anite. Anite is a U.K.-based global company with strong software expertise and a leading supplier of wireless test solutions. As a result of the acquisition, Anite has become a wholly-owned subsidiary of Keysight. Accordingly, the results of Anite are included in Keysight's consolidated financial statements from the date of the acquisition. For the period from August 14, 2015 to October 31, 2015, Anite's net revenue was $25 million and net loss was $14 million . This acquisition strengthens our wireless software design and test portfolio and its Network Test business expands our served addressable market. Coupled with Keysight's expertise in helping customers design and test hardware, we can now provide customers with more comprehensive wireless solutions. Anite’s Network Test business will also enable us to provide innovative solutions that help customers deliver an outstanding experience for mobile users in the network.

The consideration paid was approximately $558 million , net of $43 million of cash acquired. We funded the acquisition using our existing cash. In connection with the acquisition of Anite, we entered into several foreign currency forward contracts to mitigate the currency exchange risk associated with the payment of the purchase price in British Pound ("GBP") currency. The aggregate notional amount of the currencies hedged was $608 million . These foreign exchange contracts did not qualify for hedge accounting treatment and were not designated as hedging instruments. The resulting loss on settlement, on the date of acquisition, was $2 million and was recorded in other income (expense), net in the consolidated statement of operations for the year ended October 31, 2015.

The Anite 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

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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 Anite'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 allocated to the measurement solutions reporting unit. We do not expect the goodwill recognized to be deductible for income tax purposes. Any impairment charges made in the future associated with goodwill will not be tax deductible.

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 $47 million was established primarily for the future amortization of these intangibles and is included in "other long-term liabilities" in the table below.

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 August 13, 2015 (in millions):



Cash and cash equivalents	$	43
Accounts receivable	32
Inventory	19
Deferred tax assets	1
Other current assets	10
Property, plant and equipment	34
Intangible assets	244
Goodwill	317
Long-term deferred tax assets	4
Total assets acquired	704
Accounts payable	(10		)
Employee compensation and benefits	(3		)
Deferred revenue	(17		)
Income and other taxes payable	(1		)
Other accrued liabilities	(20		)
Other long-term liabilities	(50		)
Net assets acquired	$	603

The fair value of cash and cash equivalents, accounts receivable, 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.

Valuations of intangible assets acquired

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



	Estimated Fair Value		Estimated useful life
Developed product technology	$	182	6 years
Customer relationships	31		8 years
Tradenames and trademarks	19		10 years
Total intangible assets subject to amortization	232
In-process research and development	12
Total intangible assets	$	244

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. Discount rates of 11% and 11.5%

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were 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 Anite in-process research and development were estimated at approximately $1 million as of the close date.

Acquisition and integration costs directly related to the Anite acquisition totaled $14 million for the year ended October 31, 2015 and were recorded in selling, general and administrative expenses. Such costs are expensed in accordance with the authoritative accounting guidance.

The following represents pro forma operating results as if Anite had been included in the company's combined and consolidated statements of operations as of the beginning of fiscal 2014 (in millions, except per share amounts):



	2015		2014
Net revenue	$	2,998	$	3,096
Net income	$	510	$	422
Net income per share - Basic	$	3.02	$	2.53
Net income per share - Diluted	$	2.98	$	2.53

The pro forma financial information assumes that the companies were combined as of November 1, 2013 and include business combination accounting effects from the acquisition including amortization charges from acquired intangible assets, the impact on cost of sales due to the respective estimated fair value adjustments to inventory, 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 2014.

The unaudited pro forma financial information for the year ended October 31, 2015 combines the historical results of Keysight for the year ended October 31, 2015 (which includes Anite after the acquisition date) and for Anite for the nine months ended July 31, 2015.

The unaudited pro forma financial information for the year ended October 31, 2014 combines the historical results of Keysight and Anite for the year ended October 31, 2014.

4. TRANSACTIONS WITH AGILENT

Prior to the separation, we were the Electronic Measurement segment of Agilent. After the Capitalization and prior to November 1, 2014, our transactions with Agilent were considered related-party transactions since Agilent owned 100% of our outstanding common stock.

The amount of materials and services sold by us to other Agilent businesses was immaterial for the years ended October 31, 2015, 2014 and 2013 and we did not purchase any materials from the other Agilent businesses for those respective periods.

Allocated Costs

The combined and consolidated statement of operations includes our direct expenses for cost of products and services sold, research and development, sales and marketing, distribution, and administration as well as allocations of expenses arising from shared services and infrastructure provided by Agilent to us. Prior to Separation, these allocated expenses include costs of information technology, accounting and legal services, real estate and facilities, corporate advertising, insurance services, treasury and other corporate and infrastructure services and costs for central research and development efforts. In addition, other costs allocated to us include restructuring costs, share-based compensation expense and retirement plan expenses related to Agilent’s corporate and shared services employees and are included in the table below. These expenses are allocated to us using estimates that we consider to be a reasonable reflection of the utilization of services provided to or benefits received by us. These costs have been allocated to us on the basis of direct usage when identifiable, with the remainder allocated on a pro-rata basis of revenue, square footage, headcount or other measures.

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Allocated costs included in the accompanying combined statement of operations are as follows:



	Years ended October 31,
	2015		2014			2013
Cost of products and services	$	—	$	96		$	93
Research and development	—		44			54
Selling, general and administrative	—		273			257
Other (income) expense	—		(4		)	(4		)
Total allocated costs	$	—	$	409		$	400

Fiscal 2014 includes allocated costs related to the period prior to the Capitalization.

Receivable from and Payable to Agilent



	October 31,
	2015		2014
Receivable from Agilent	$	—	$	23
Payable to Agilent	$	—	$	125

The payable to Agilent was reduced by $25 million during the first quarter of fiscal 2015 as a result of finalization of discussions with Agilent as provided in the separation and distribution agreement. This adjustment was reflected as an increase in additional paid-in-capital in the condensed consolidated balance sheet. The remaining receivables from and payables to Agilent were settled as of October 31, 2015.

5. 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.

Prior to the Separation, Keysight employees participated in Agilent’s equity plans. Upon the Separation, outstanding Keysight employee stock options, RSUs and LTP Program awards previously issued under Agilent’s equity plans were adjusted and converted into new Keysight stock-based awards under the Keysight 2014 Equity and Incentive Compensation Plan using a formula designed to preserve the intrinsic value and fair value of the awards immediately prior to the Separation. These adjusted awards retained the vesting schedule and expiration date of the original awards.

Description of Keysight’s Share-Based Plans

Incentive compensation plans. The 2014 Equity and Incentive Compensation Plan (the "2014 Stock Plan") was originally adopted by the Board of Directors ("the Board") on July 16, 2014, subsequently amended and restated by the Board on September 29, 2014 and on January 22, 2015 and became effective as of November 1, 2014 (the “Effective Date”). The Board initially reserved 25 million shares of company common stock that may be issued under the 2014 Stock Plan, plus any shares forfeited or cancelled under the 2014 Stock Plan and subsequently reduced the number to 17 million shares. The 2014 Stock Plan provides for the grant of awards in the form of stock options, SARs, restricted stock, RSUs, performance shares and performance units with performance-based conditions on vesting or exercisability, and cash awards. The 2014 Stock Plan has a term of ten years . As of October 31, 2015, approximately 8 million shares were available for future awards under the 2014 Stock Plan.

Stock options granted under the 2014 Stock Plan may be either "incentive stock options," as defined in Section 422 of the Internal Revenue Code, or non-statutory. Options generally vest at a rate of 25 percent per year over a period of four years from the date of grant and generally have a maximum contractual term of ten years . The exercise price for stock options is generally not less than 100 percent of the fair market value of our common stock on the date the stock award is granted.

Effective November 1, 2014, the Compensation Committee of the Board of Directors approved the Performance awards plan, which is a performance stock award program administered under the 2014 Stock Plan, for the company's executive officers and

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other key employees. Participants in this program are entitled to receive unrestricted shares of the company's stock after the end of a three-year period, if specified performance targets are met. Performance awards are generally designed to meet the criteria of a performance award with the performance metrics and peer group comparison set at the beginning of the performance period. Based on the performance metrics the final award may vary from zero to 200 percent of the target award. The maximum contractual term for awards under the Performance awards program is three years . We consider the dilutive impact of this program in our diluted net income per share calculation only to the extent that the performance conditions are met.

Restricted stock units under our share-based plans are granted to directors, executives and employees. The estimated fair value of the restricted stock unit awards granted under the 2014 Stock Plan is determined based on the market price of Keysight common stock on the date of grant. Restricted stock units generally vest, with some exceptions, at a rate of 25 percent per year over a period of four years from the date of grant.

Effective November 1, 2014, the company adopted the employee stock purchase plan. The ESPP allows eligible employees to contribute up to ten percent of their base compensation to purchase shares of Keysight common stock at 85 percent of the closing market price at purchase date. Shares authorized for issuance in connection with the ESPP are subject to an automatic annual increase of the lesser of one percent of the outstanding shares of Keysight common stock on November 1, or an amount determined by the Compensation Committee of our Board of Directors. Under the terms of the ESPP, in no event shall the number of shares issued under the ESPP exceed 75 million shares.

Under our ESPP, employees purchased 493,289 shares for $14 million in 2015. As of October 31, 2015, the number of shares of common stock authorized and available for issuance under our ESPP was 24,506,711 . The number of securities remaining available for future issuance is before the issuance of shares of common stock to participants in consideration of the aggregate participant contribution totaling $15 million as of October 31, 2015. Under Agilent's ESPP, our employees purchased 878,816 shares of Agilent for $40 million in 2014 and 764,113 shares of Agilent for $25 million in 2013. The shares purchased by our employees in 2014 include the shares purchased for the second half of 2014 ESPP purchase period. These shares were purchased one month in advance on October 1, 2014, due to separation activities.

Impact of Share-based Compensation Awards

All share-based awards compensation expense has been recognized using a straight-line amortization method and as required by guidance, has been reduced for estimated forfeitures.

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



	Years Ended October 31,
	2015		2014		2013
	(in millions)
Cost of products and services	$	12	$	11	$	9
Research and development	9		7		7
Selling, general and administrative	34		26		27
Total share-based compensation expense	$	55	$	44	$	43

At October 31, 2015 and 2014 there was no share-based compensation capitalized within inventory. The income tax benefit realized from the exercised stock options and similar awards recognized was $4 million in 2015 , $4 million in 2014 and zero in 2013 . The weighted average grant date fair value of options, granted in 2015 , 2014 and 2013 was $9.20 , $18.73 and $12.18 per share, respectively.

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Valuation Assumptions

The following assumptions were used to estimate the fair value of employee stock options and LTP Program grants.



	Years Ended October 31,
	2015	2014	2013
Stock Option Plans:
Weighted average risk-free interest rate	1.60%	1.69%	0.86%
Dividend yield	0%	1%	1%
Weighted average volatility	31%	39%	39%
Expected life	4.9 years	5.8 years	5.8 years
LTP Program:
Volatility of Keysight shares (Agilent shares for FY13)	26%	—	37%
Volatility of selected peer-company shares	17%-67%	—	6%-64%
Price-wise correlation with selected peers	38%	—	49%

The fair value of share-based awards for employee stock option awards was estimated using the Black-Scholes option pricing model. Shares granted under the LTP Program were valued using a Monte Carlo simulation model. 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. Prior to the Separation, it was determined based on the market price of Agilent’s common stock on the date of grant, adjusted for expected dividend yield.

For the year ended October 31, 2015, we used the average historical volatility of eleven peer companies to estimate the volatility for our stock option awards. We considered our ability to find traded options of peer companies in the current market with similar terms and prices to our options. For the year ended October 31, 2014 and 2013, we used the historical volatility of Agilent stock to estimate the volatility for stock option awards. In estimating the expected life of our options, we considered the historical option exercise behavior of our executives, which we believe is representative of future behavior.

As of November 1, 2014, Agilent’s fiscal 2013 LTP Program grants to Keysight executives are classified as liability awards in our combined and consolidated financial statements as the payout of Keysight shares is dependent upon Agilent Total Shareholder Return (“TSR”) as compared to its peer companies at the end of fiscal 2015. The final payout resulted in reversal of $4 million of expense recorded for those awards.

Share-based Payment Award Activity

Employee Stock Options

The following table summarizes employee stock option award activity made to our employees and directors for 2015 :



	Options Outstanding		Weighted Average Exercise Price
	(in thousands)
Outstanding at October 31, 2014	2,202		$	36
Keysight converted at October 31, 2014 ^(a)	3,947		$	20
Granted	968		$	31
Exercised	(830	)	$	16
Forfeited and expired	(60	)	$	18
Outstanding at October 31, 2015	4,025		$	24

^(a)

Awards outstanding/unvested held by Keysight employees on October 31, 2014 were converted into Keysight awards to maintain their pre-distribution intrinsic value based on Agilent’s closing stock price of $55.28 on October 31, 2014. The adjusted number of awards were calculated using the post-spin Keysight stock price of $30.80 , which is the volume-weighted average trading price of Keysight Shares over the first two trading sessions immediately after the Distribution Date, computed by dividing (i) the aggregate sales price of all shares sold over the NYSE during such two trading sessions, by (ii) the number of such sold shares.

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Forfeited and expired options from total cancellations in 2015 were as follows:



	Options canceled	Weighted Average Exercise Price
	(in thousands)
Forfeited	16	$	27
Expired	44	$	15
Total options canceled during 2015	60	$	18

The options outstanding and exercisable for equity share-based payment awards at October 31, 2015 were as follows:



	Options Outstanding						Options Exercisable
Range of Exercise Prices	Number Outstanding	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price		Aggregate Intrinsic Value		Number Exercisable	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price		Aggregate Intrinsic Value
	(in thousands)	(in years)			(in thousands)		(in thousands)	(in years)			(in thousands)
$0 - 25	2,314	4.2	$	19	$	32,648	1,714	3.4	$	19	$	24,928
$25.01 - 30	737	8.1	$	30	2,400		182	8.1	$	30	591
$30.01 - 40	974	9.0	$	31	2,020		3	8.4	$	31	5
	4,025	6.1	$	24	$	37,068	1,899	3.8	$	20	$	25,524

The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value, based on Keysight's closing stock price of $33.08 at October 31, 2015 , which would have been received by award holders had all award holders exercised their awards that were in-the-money as of that date. The total number of in-the-money awards exercisable at October 31, 2015 was approximately 1.9 million .

The following table summarizes the aggregate intrinsic value of options exercised and the fair value of options granted in 2015 , 2014 and 2013 :



	Aggregate Intrinsic Value		Weighted Average Exercise Price		Per Share Value Using Black-Scholes Model
	(in thousands)
Options exercised in fiscal 2013	$	26,808	$	28
Black-Scholes per share value of options granted during fiscal 2013					$	12
Options exercised in fiscal 2014	$	39,886	$	30
Black-Scholes per share value of options granted during fiscal 2014					$	19
Options exercised in fiscal 2015	$	15,160	$	16
Black-Scholes per share value of options granted during fiscal 2015					$	9

As of October 31, 2015 the unrecognized share-based compensation costs for outstanding stock option awards, net of expected forfeitures, was approximately $5 million , which is expected to be amortized over a weighted average period of 2.4 years. See Note 6, "Income Taxes," for the tax impact on share-based award exercises.

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Non-vested Awards

The following table summarizes non-vested award activity in 2015 primarily for our LTP Program and restricted stock unit awards:



	Shares		Weighted Average Grant Date Fair Value
	(in thousands)
Non-vested at October 31, 2014	1,422		$	44
Keysight converted at October 31, 2014 ^(a)	2,552		$	25
Granted	1,725		$	33
Vested	(1,052	)	$	25
Forfeited	(39	)	$	29
Change in LTP Program shares vested in the year due to performance conditions	(66	)	$	28
Non-vested at October 31, 2015	3,120		$	29

^(a)

As of October 31, 2015 the unrecognized share-based compensation cost for non-vested restricted stock awards, net of expected forfeitures, was approximately $33 million , which is expected to be amortized over a weighted average period of 2.2 years . The total fair value of restricted stock awards vested was $36 million for 2015, $29 million for 2014 and $12 million for 2013.

6. INCOME TAXES

The domestic and foreign components of income before taxes are:



	Year Ended October 31,
	2015			2014			2013
	(in millions)
U.S. operations	$	(6	)	$	(18	)	$	14
Non-U.S. operations	394			493			487
Total income before taxes	$	388		$	475		$	501

The provision (benefit) for income taxes is comprised of:



	Year Ended October 31,
	2015			2014			2013
	(in millions)
U.S. federal taxes:
Current	$	12		$	(11	)	$	10
Deferred	(7		)	25			12
Non-U.S. taxes:
Current	24			62			16
Deferred	(158		)	(4		)	3
State taxes, net of federal benefit:
Current	1			9			4
Deferred	3			2			(1		)
Total provision (benefit) for income taxes	$	(125	)	$	83		$	44

The income tax provision does not reflect potential future tax savings resulting from excess deductions associated with our various share-based award plans.

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The significant components of deferred tax assets and deferred tax liabilities included in the combined and consolidated balance sheet are:



	October 31,
	2015						2014
	Deferred Tax Assets			Deferred Tax Liabilities			Deferred Tax Assets			Deferred Tax Liabilities
	(in millions)
Inventory	$	12		$	(1	)	$	20		$	—
Intangibles	131			(15		)	35			(6		)
Property, plant and equipment	25			(11		)	28			(10		)
Warranty reserves	20			—			18			—
Pension benefits	66			(18		)	61			(18		)
Employee benefits, other than retirement	27			—			26			—
Net operating loss, capital loss, and credit carryforwards	135			—			127			—
State taxes	—			—			6			—
Unremitted earnings of foreign subsidiaries	—			(33		)	—			(53		)
Share-based compensation	23			—			15			—
Deferred revenue	36			(3		)	42			(1		)
Other	11			(7		)	3			(11		)
Subtotal	486			(88		)	381			(99		)
Tax valuation allowance	(46		)	—			(39		)	—
Total deferred tax assets or deferred tax liabilities	$	440		$	(88	)	$	342		$	(99	)

The significant increase in 2015 as compared to 2014 for deferred tax assets primarily relates to the $219 million in net deferred tax assets arising from the confirmation received from the Singaporean government that we would entitled to amortize the value of certain intangible property rights we received from Agilent in the separation. Through 2015, $88 million of this asset has been amortized for tax purposes. Further, the acquisition of Anite impacted the deferred tax assets and liabilities, primarily through the addition of $34 million of deferred tax assets for capital losses, which have a full valuation allowance. Lastly, due to the separation from Agilent, for fiscal 2015, Keysight is no longer reporting under the separate return methodology; therefore, current and non-current deferred tax assets decreased by approximately $4 million and $43 million , respectively. This decline was primarily related to the decrease in tax attributes of $83 million offset by a decrease in foreign unremitted earnings of approximately $53 million and valuation allowance of $36 million that are not retained by Keysight upon separation. We continue to be in discussions with Agilent regarding the allocation of certain deferred tax liability balances related to foreign unremitted earnings in accordance with the separation agreements.

We record U.S. income taxes on the undistributed earnings of foreign subsidiaries unless the subsidiaries' earnings are considered permanently reinvested outside the U.S. As of October 31, 2015 we recognized a $33 million deferred tax liability for the overall residual tax expected to be imposed upon the repatriation of unremitted foreign earnings that are not considered permanently reinvested. As of October 31, 2015 the cumulative amount of undistributed earnings considered permanently reinvested was $1.1 billion . No deferred tax liability has been recognized on the basis difference created by such earnings since it is our intention to utilize those earnings in the company’s foreign operations. Because of the availability of U.S. foreign tax credits, the determination of the unrecognized deferred tax liability on these earnings is not practicable.

The breakdown between current and long-term deferred tax assets and deferred tax liabilities was as follows for the years 2015 and 2014 :



	October 31,
	2015			2014
	(in millions)
Current deferred tax assets	$	74		$	83
Long-term deferred tax assets	295			163
Current deferred tax liabilities (included within other accrued liabilities)	(2		)	(1		)
Long-term deferred tax liabilities (included within other long-term liabilities)	(15		)	(2		)
Total	$	352		$	243

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Valuation allowances require an assessment of both positive and negative evidence when determining whether it is more likely than not that deferred tax assets are recoverable. Such assessment is required on a jurisdiction by jurisdiction basis.

The valuation allowance decreased by $2 million in the year ended October 31, 2014. In the fourth quarter of 2014 management concluded that the valuation allowance of our U.K. deferred tax assets is no longer needed primarily due to the emergence from cumulative losses in recent years, the return to sustainable U.K. operating profits and the expectation of sustainable profitability in future periods. Accordingly, we recognized a non-recurring tax benefit of $6 million relating to the U.K. valuation allowance reversal.

The valuation allowance as of October 31, 2015 of $46 million is mainly related to deferred tax assets for capital losses in the U.K. We will maintain a valuation allowance until sufficient positive evidence exists to support reversal. The increase in valuation allowance from October 31, 2014 to October 31, 2015 includes a reduction in the valuation allowance for amounts that are not retained by Keysight upon separation offset by the valuation allowance on certain acquired deferred tax assets.

At October 31, 2015, we had U.S. federal net operating loss carryforwards from acquired entities of approximately $3 million and tax credit carryforwards of approximately $1 million . The federal net operating losses expire in 2035 , and the federal tax credits expire in 2025 , if not utilized. The federal loss and credit carryforwards are subject to change of ownership limitations provided by the Internal Revenue Code and similar state provisions. At October 31, 2015, we also had foreign net operating loss carryforwards of approximately $1,519 million . Of this foreign loss, $39 million will expire in years beginning 2019 through 2023 if not utilized. The remaining $1,480 million has an indefinite life, of which $13 million relates to acquired entities. At October 31, 2015, we had foreign capital loss carryforwards of approximately $177 million with an indefinite life and $2 million of tax credits in foreign jurisdictions with an indefinite life, of which $170 million and $2 million relate to acquired entities, respectively. Some of the foreign losses are subject to annual loss limitation rules. These annual loss limitations in the U.S. and foreign jurisdictions may result in the expiration or reduced utilization of the net operating losses.

The authoritative guidance prohibits recognition of a deferred tax asset for excess tax benefits related to stock and stock option plans that have not yet been realized through reduction in income taxes payable. Such unrecognized deferred tax benefit totals zero as of October 31, 2015 and will be accounted for as a credit to shareholders' equity, if and when realized, through a reduction in income taxes payable. We have recognized approximately $4 million as a credit to shareholders' equity for cumulative excess tax benefits related to stock and stock option plans that have been realized as of October 31, 2015.

The differences between the U.S. federal statutory income tax rate and our effective tax rate are:



	Year Ended October 31,
	2015			2014			2013
	(in millions)
Profit before tax times statutory rate	$	136		$	166		$	175
State income taxes, net of federal benefit	3			6			2
Non-U.S. income taxed at different rates	(107		)	(113		)	(147		)
Singapore tax incentives through amortization	(219		)	—			—
Retroactive Singapore tax rate incentive impact	(15		)
Repatriation of foreign earnings	—			62			8
Foreign earnings not considered indefinitely reinvested	33			—			—
Change in unrecognized tax benefits	33			(39		)	6
Valuation allowances	—			(5		)	—
Other, net	11			6			—
Provision (benefit) for income taxes	$	(125	)	$	83		$	44
Effective tax rate	(32		)%	18		%	9		%

We benefit from tax incentives in several different jurisdictions, most significantly in Singapore, and several jurisdictions have granted or are anticipated to grant 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 various thresholds of investments and employment or specific types of income in those jurisdictions. The tax incentives are due for renewal between 2016 and 2023. The impact of the tax incentives decreased income taxes by $250 million , $40 million and $68 million in 2015, 2014, and 2013, respectively. The benefit of the tax incentives on net income per share (diluted) was approximately $1.46 , $0.41 , and $0.57 in 2015, 2014 and 2013, respectively. Of the $1.46 benefit of the tax incentives on net income per share (diluted) in 2015, $1.21 benefit relates to one- time items due to the retroactive granting of the Singapore tax incentives.

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For 2015, the effective tax rate was a benefit of 32 percent , which is lower than the U.S. statutory rate primarily due to the retroactive benefit of two tax incentives in Singapore approved during 2015. Also, the tax rate was lower than the U.S. statutory rate due to the mix of earnings in the non-U.S. jurisdictions taxed at lower statutory tax rates.

For 2014, the effective tax rate was 18 percent . The 18 percent effective tax rate is lower than the U.S. statutory rate primarily due to the mix of earnings in non-U.S. jurisdictions taxed at lower statutory tax rates; in particular Singapore, where we benefited from tax incentives for the first three quarters of 2014, which resulted in $40 million lower income tax expense. The 2014 rate was also favorably impacted by a $55 million benefit from a prior year reserve release, which was offset by $62 million tax expense as a result of the repatriation of foreign earnings.

For 2013 the effective tax rate was 9 percent . The 9 percent effective tax rate is lower than the U.S. statutory rate primarily due to the mix of earnings in non-U.S. jurisdictions taxed at lower statutory rates; in particular Singapore where we benefited from tax incentives.

The breakdown between current and long-term income tax assets and liabilities, excluding deferred tax assets and liabilities, was as follows for the years 2015 and 2014 :



	October 31,
	2015			2014
	(in millions)
Current income tax liabilities (included within income and other taxes payable)	$	(3	)	$	(60	)
Long-term income tax liabilities (included within other long-term liabilities)	(14		)	(82		)
Total	$	(17	)	$	(142	)

The aggregate changes in the balances of our unrecognized tax benefits including all federal, state and foreign tax jurisdictions are as follows:



	2015			2014			2013
	(in millions)
Balance, beginning of year	$	129		$	173		$	162
Reductions due to spin transaction	(113		)	—			—
Additions due to acquisition	2			—			—
Additions for tax positions related to the current year	34			10			9
Additions for tax positions from prior years	2			9			5
Reductions for tax positions from prior years	(4		)	(59		)	(2		)
Settlements with taxing authorities	—			(1		)	—
Statute of limitations expirations	—			(3		)	(1		)
Balance, end of year	$	50		$	129		$	173

As of October 31, 2015 we had $50 million of unrecognized tax benefits which, if recognized, would affect our effective tax rate. Under the terms of the tax matters agreement, the unrecognized tax benefits as of separation differed from the amount allocated using the separate return methodology, therefore, a $113 million reduction in the unrecognized tax benefits occurred between October 31, 2014 and October 31, 2015 upon separation.

We recognized a tax expense of zero , a tax expense of $4 million and a tax expense of $2 million of interest and penalties related to unrecognized tax benefits in 2015 , 2014 and 2013 , respectively. Interest and penalties accrued as of October 31, 2015 and 2014 were $1 million and $8 million , respectively.

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7. 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.



	Year Ended October 31,
	2015		2014		2013
	(in millions)
Numerator:
Net income	$	513	$	392	$	457
Denominator:
Basic weighted-average shares(a)	169		167		167
Potential common shares— stock options and other employee stock plans	2		—		—
Diluted weighted-average shares(a)	171		167		167

^(a) On November 1, 2014, Agilent Technologies, Inc. distributed 167 million shares of Keysight common stock to existing holders of Agilent common stock. Basic and diluted net income per share for the year ended October 31, 2014 and 2013 is calculated using the shares distributed on November 1, 2014.

The dilutive effect of share-based awards is reflected in diluted net income per share by application of the treasury stock method, which includes consideration of unamortized share-based compensation expense, the tax benefits or shortfalls recorded to additional paid-in capital and the dilutive effect of in-the-money options and non-vested restricted stock units. Under the treasury stock method, the amount the employee must pay for exercising stock options and unamortized share-based compensation expense and tax benefits or shortfalls collectively are assumed proceeds to be used to repurchase hypothetical shares. An increase in the fair market value of the company's common stock can result in a greater dilutive effect from potentially dilutive awards. The total number of share-based awards issued in 2015 was 2 million .

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 their effect would be anti-dilutive. For the year ended October 31, 2015, no options to purchase shares were excluded from the calculation of diluted earnings per share. In addition, we also exclude from the calculation of diluted earnings per share, stock options, ESPP, LTP Program and restricted stock awards, whose combined exercise price, unamortized fair value and excess tax benefits or shortfalls collectively were greater than the average market price of our common stock because their effect would also be anti-dilutive. For the year ended October 31, 2015, we excluded 46,300 shares from the calculation of diluted earnings per share.

8. SUPPLEMENTAL CASH FLOW INFORMATION

Net cash paid for income taxes was $40 million in 2015 , $4 million in 2014 and zero in 2013 . Cash paid for interest was $46 million in 2015 and zero in 2014 and 2013.

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9. INVENTORY



	October 31,
	2015		2014
	(in millions)
Finished goods	$	235	$	219
Purchased parts and fabricated assemblies	252		279
Inventory	$	487	$	498

Inventory-related excess and obsolescence charges of $28 million were recorded in total cost of products in 2015 , $33 million in 2014 and $21 million in 2013 . We record excess and obsolete inventory charges for both inventory on our site as well as inventory at our contract manufacturers and suppliers where we have non-cancellable purchase commitments.

10. PROPERTY, PLANT AND EQUIPMENT, NET



	October 31,
	2015			2014
	(in millions)
Land	$	61		$	61
Buildings and leasehold improvements	653			627
Machinery and equipment	915			867
Total property, plant and equipment	1,629			1,555
Accumulated depreciation and amortization	(1,111		)	(1,085		)
Property, plant and equipment, net	$	518		$	470

Asset impairments were zero in 2015, 2014 and 2013. Depreciation expense was $81 million in 2015 , $74 million in 2014 and $65 million in 2013 .

11. GOODWILL AND OTHER INTANGIBLE ASSETS

The goodwill balances at October 31, 2015 , 2014 and 2013 and the movements in 2015 and 2014 for each of our reportable segments are shown in the table below:



	Customer Support and Services			Measurement Solutions			Total
	(in millions)
Goodwill as of October 31, 2013	$	54		$	365		$	419
Foreign currency translation impact	(4		)	(28		)	(32		)
Goodwill arising from acquisitions and other adjustments	5			—			5
Goodwill as of October 31, 2014	$	55		$	337		$	392
Foreign currency translation impact	(2		)	(17		)	(19		)
Goodwill arising from acquisitions and other adjustments	10			317			327
Goodwill as of October 31, 2015	$	63		$	637		$	700

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The component parts of other intangible assets at October 31, 2015 and 2014 are shown in the table below:



	Other Intangible Assets
	Gross Carrying Amount		Accumulated Amortization and Impairments		Net Book Value
	(in millions)
As of October 31, 2014:
Developed technology	$	125	$	114	$	11
Backlog	4		4		—
Trademark/Tradename	1		1		—
Customer relationships	32		25		7
Total amortizable intangible assets	$	162	$	144	$	18
In-Process R&D	—		—		—
Total	$	162	$	144	$	18
As of October 31, 2015:
Developed technology	$	305	$	125	$	180
Backlog	4		4		—
Trademark/Tradename	20		2		18
Customer relationships	64		28		36
Total amortizable intangible assets	$	393	$	159	$	234
In-Process R&D	12		—		12
Total	$	405	$	159	$	246

In 2015, we recorded additions to goodwill of $327 million related to two businesses including the Anite acquisition discussed in Note 3, "Acquisitions." During the year, we also recorded $246 million of additions to other intangibles related to the same acquisitions. We recorded $3 million of foreign exchange translation impact to other intangibles in 2015.

In 2014, we recorded additions to goodwill of $5 million related to the acquisition of a business. During the year, we also recorded $6 million of additions to other intangibles related to the same business.

Amortization of intangible assets was $15 million in 2015, $8 million in 2014, and $9 million in 2013. In addition, we recorded $1 million of impairments of other intangibles related to the cancellation of an in-process research and development project during 2013. Future amortization expense related to existing finite-lived purchased intangible assets is estimated to be $43 million in 2016, $39 million for 2017, $36 million for 2018, $36 million for 2019, $36 million in 2020, and $44 million thereafter.

12. INVESTMENTS

Equity Investments

The following table summarizes the company's equity investments as of October 31, 2015 and 2014 (net book value):



	October 31,
	2015		2014
	(in millions)
Long-Term
Cost method investments	$	17	$	15
Trading securities	12		13
Available-for-sale investments	41		35
Total	$	70	$	63

Cost method investments consist of non-marketable equity securities and one fund 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 are reported at fair value, with unrealized gains and losses, net of tax, included in stockholders' equity.

In June 2015, we purchased $7 million of preferred stock of a privately held radio frequency microstructure company. We

are accounting for this investment using the cost method.

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



	October 31, 2015								October 31, 2014
	Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value		Cost		Gross Unrealized Gains		Gross Unrealized Losses		Estimated Fair Value
	(in millions)
Equity securities	$	15	$	26	$	—	$	41	$	15	$	20	$	—	$	35

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. In 2015, other cost method investments with a carrying amount of $4 million were written down to their fair value of zero , resulting in an impairment charge of $4 million , which is included in other income (expense), net. There were no impairments recognized in 2014 and 2013.

There were no realized gains on the sale of available-for-sale securities in 2015, 2014 and 2013. Net unrealized gains and losses on our trading securities portfolio were $1 million of unrealized gains in 2015 , $1 million of unrealized gains in 2014 and $2 million of unrealized gains in 2013 . Realized gains from the sale of cost method securities was zero for 2015 , 2014 and 2013 .

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13. 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 the use of 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.

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 October 31, 2015 were as follows:



			Fair Value Measurement at October 31, 2015 Using
	October 31, 2015		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in millions)
Assets:
Short-term
Cash equivalents (money market funds)	$	295	$	295	$	—	$	—
Derivative instruments (foreign exchange contracts)	1		—		1		—
Long-term
Trading securities	12		12		—		—
Available-for-sale investments	41		41		—		—
Total assets measured at fair value	$	349	$	348	$	1	$	—
Liabilities:
Short-term
Derivative instruments (foreign exchange contracts)	$	10	$	—	$	10	$	—
Long-term
Deferred compensation liability	12		—		12		—
Total liabilities measured at fair value	$	22	$	—	$	22	$	—

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Financial assets and liabilities measured at fair value on a recurring basis as of October 31, 2014 were as follows:



			Fair Value Measurement at October 31, 2014 Using
	October 31, 2014		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in millions)
Assets:
Short-term
Cash equivalents (money market funds)	$	634	$	634	$	—	$	—
Derivative instruments (foreign exchange contracts)	9		—		9		—
Long-term
Trading securities	13		13		—		—
Available-for-sale investments	35		35		—		—
Total assets measured at fair value	$	691	$	682	$	9	$	—
Liabilities:
Short-term
Derivative instruments (foreign exchange contracts)	$	3	$	—	$	3	$	—
Long-term
Deferred compensation liability	13		—		13		—
Total liabilities measured at fair value	$	16	$	—	$	16	$	—

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 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. Our deferred compensation liability is classified as Level 2 because although the values are not directly based on quoted market prices, the inputs used in the calculations are observable.

Trading securities and deferred compensation liability are reported at fair value, with gains or losses resulting from changes in fair value recognized currently in net income. Investments designated as available-for-sale and certain derivative instruments are reported at fair value, with unrealized gains and losses, net of tax, included in stockholders' equity. Realized gains and losses from the sale of these instruments are recorded in net income.

14. DERIVATIVES

We are exposed to foreign currency exchange rate fluctuations and interest rate changes in the normal course of our business. As part of 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. Prior to the Capitalization, there were no derivatives contracts legally held by us and the below disclosures represent the activity pertaining to the contracts entered into by us subsequently.

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. The changes in the value of the effective portion of the derivative instrument are recognized in accumulated other comprehensive income. Amounts associated with cash flow hedges are reclassified to cost of sales in the combined and consolidated statement of operations when the forecasted transaction occurs. If it becomes probable that the forecasted transaction will not occur, the hedge relationship will be de-designated and amounts accumulated in other comprehensive income will be reclassified to other income (expense), net in the current period. Changes in the fair value of the ineffective portion of derivative instruments are recognized in earnings in the combined and consolidated statement of operations in the current period. We record the premium paid (time value) of an option on the date of purchase as an asset. For options designated as cash flow hedges, changes in the time value are excluded from the assessment of hedge effectiveness and are recognized in other income (expense) over the life of the option contract. The income statement charge for ineffectiveness in 2015, 2014 and 2013 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. Changes in value of the derivative are recognized in other income (expense), net in the combined and consolidated statement of operations, in the current period, along with the offsetting foreign currency gain or loss on the underlying assets or liabilities.

In connection with the acquisition of Anite plc ("Anite"), which closed on August 13, 2015 (see Note 3, "Acquisitions"), Keysight entered into foreign currency forward contracts to mitigate the currency exchange risk associated with the payment of the purchase price in British Pound ("GBP") currency. The aggregate notional amount of the currencies hedged was $608 million . These foreign exchange contracts did not qualify for hedge accounting treatment and were not designated as hedging instruments. The resulting loss on settlement, on the date of acquisition, was $2 million and was recorded in other income (expense) in the consolidated statement of operations for the year ended October 31, 2015.

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 which 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 October 31, 2015 was $10 million . The credit-risk-related contingent features underlying these agreements had not been triggered as of October 31, 2015 .

There were 87 foreign exchange forward contracts open as of October 31, 2015 and designated as cash flow hedges. There were 76 foreign exchange forward contracts and 1 foreign exchange option contract open as of October 31, 2015 not designated as hedging instruments. The aggregated notional amounts by currency and designation as of October 31, 2015 were as follows:



	Derivatives in Cash Flow Hedging Relationships					Derivatives Not Designated as Hedging Instruments
	Forward Contracts			Option Contracts		Forward Contracts			Option Contracts
Currency	Buy/(Sell)			Buy/(Sell)		Buy/(Sell)			Buy/(Sell)
	(in millions)
Euro	$	—		$	—	$	92		42
British Pound	—			—		14			—
Singapore Dollar	9			—		—			—
Malaysian Ringgit	81			—		(5		)	—
Japanese Yen	(76		)	—		(29		)	—
Other	—			—		7			—
	$	14		$	—	$	79		$	42

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Derivative instruments are subject to master netting arrangements and are disclosed gross in the balance sheet. The gross fair values and balance sheet location of derivative instruments held in the combined and consolidated balance sheet as of October 31, 2015 and 2014 were as follows:



Fair Values of Derivative Instruments
Asset Derivatives					Liability Derivatives
	Fair Value					Fair Value
Balance Sheet Location	October 31, 2015		October 31, 2014		Balance Sheet Location	October 31, 2015		October 31, 2014
(in millions)
Derivatives designated as hedging instruments:
Cash flow hedges
Foreign exchange contracts
Other current assets	$	—	$	7	Other accrued liabilities	$	8	$	1

Derivatives not designated as hedging instruments:
Foreign exchange contracts
Other current assets	1		2		Other accrued liabilities	2		2
Total derivatives	$	1	$	9		$	10	$	3

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



	2015			2014		2013
	(in millions)
Derivatives designated as hedging instruments:
Cash flow hedges
Gain (loss) recognized in accumulated other comprehensive income	$	(15	)	$	5	$	—
Gain (loss) reclassified from accumulated other comprehensive income into cost of products	$	(1	)	$	—	$	—
Derivatives not designated as hedging instruments:
Gain (loss) recognized in other income (expense), net	$	(7	)	$	3	$	—

The estimated net amount of existing loss at October 31, 2015 that is expected to be reclassified from other comprehensive income to cost of sales within the next twelve months is $9 million .

15. RESTRUCTURING

When completed, the restructuring programs are expected to result in operational savings and efficiency while maintaining our focus on growing the business. We expect to complete a majority of these actions by the end of first quarter of fiscal year 2016.

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



	Workforce reduction			U.S. Pre-retirement Plan
	(in millions)
Balance as of October 31, 2014	$	1		$	—
Income statement expense	8			8
Cash payments	(5		)	(6		)
Balance as of October 31, 2015	$	4		$	2

The restructuring accrual of $4 million at October 31, 2015 relating to workforce reduction are recorded in other accrued liabilities, and $2 million related to the Pre-Retirement Notification program is included in employee compensation and benefits 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:



	Year ended
	October 31,
	2015		2014

Cost of products and services	$	4	$	(1	)
Research and development	2		(1		)
Selling, general and administrative	10		(1		)
Total restructuring and other related costs	$	16	$	(3	)

16. RETIREMENT PLANS AND POST-RETIREMENT PENSION PLANS

General. Prior to the Capitalization, substantially all of our employees were covered under various defined benefit and/or defined contribution retirement plans sponsored by Agilent. All defined benefit retirement plans and the post-retirement health care plan were considered multi-employer plans. As a result, no asset or liability was recorded by us to recognize the funded status in our combined and consolidated balance sheet until the Capitalization. At the Capitalization, the assets and liabilities of these plans that were allocable to Keysight employees were transferred to Keysight plans. Plan assets of $ 2,037 million, benefit obligations of $ 2,157 million and $ 344 million of accumulated other comprehensive loss ($ 270 million, net of tax) were recorded for the plans transferred to us. In 2015, additional plan assets of $9 million that were allocable to Keysight employees were transferred to Keysight plans by Agilent.

Substantially all of our employees are covered under various defined benefit and/or defined contribution retirement plans. Additionally, we sponsor post-retirement health care benefits for our eligible U.S. employees. We provide U.S. employees, who meet eligibility criteria under the Keysight Technologies, Inc. Retirement Plan ("RP"), defined benefits which are based on an employee's base or target pay during the years of employment and on length of service. For eligible service through October 31, 1993, the benefit payable under the RP is reduced by any amounts due to the eligible employee under our defined contribution Deferred Profit-Sharing Plan ("DPSP"), which was closed to new participants as of November 1993.

In addition, in the U.S. we maintain the Supplemental Benefits Retirement Plan ("SBRP"), a supplemental unfunded non-qualified defined benefit plan to provide benefits that would be provided under the RP but for limitations imposed by the Internal Revenue Code. The RP and the SBRP comprise the "U.S. Plans."

As of October 31, 2015 , the fair value of plan assets of the DPSP for U.S. employees was $300 million . Note that the projected benefit obligation for the DPSP equals the fair value of plan assets.

Eligible employees outside the U.S. generally receive retirement benefits under various retirement plans ("Non-U.S. Plans") based upon factors such as years of service and/or employee compensation levels. Eligibility is generally determined in accordance with local statutory requirements.

401(k) defined contribution plan . Eligible U.S. employees may participate in the Keysight Technologies, Inc. 401(k) Plan (the "401(k) Plan"). Enrollment in the 401(k) Plan is automatic for employees who meet eligibility requirements unless they decline

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participation. Under the 401(k) Plan, we provide matching contributions to employees up to a maximum of 4 percent of an employee's annual eligible compensation. The maximum contribution to the 401(k) Plan is 50 percent of an employee's annual eligible compensation, subject to regulatory limitations. The 401(k) Plan employer expense included in income from operations was $14 million in 2015 and $12 million in 2014, including allocated costs and contributions made from Agilent of $9 million . Agilent allocated costs and made contributions to the 401(k) Plan on our behalf in the amount of $12 million for the year ended October 31, 2013.

Employees hired on or after August 1, 2015 are not eligible to participate in the RP or the U.S. Post-Retirement Benefit Plan. We provide matching contributions to these employees under the 401(k) Plan up to a maximum of 6 percent of the employee's annual eligible compensation.

Post-retirement medical benefit plans. In addition to receiving retirement benefits, U.S. employees who meet eligibility requirements as of their termination date may participate in the Keysight Technologies, Inc. Health Plan for Retirees ("U.S. Post-Retirement Benefit Plan"). Eligible retirees who were less than age 50 as of January 1, 2005 and who retire after age 55 with 15 or more years of service (age 54 with 14 or more years of service for workforce managed terminations) are eligible for a fixed amount which can be utilized to pay for premiums under a Keysight sponsored pre-Medicare medical plan, non-Keysight sponsored medical, dental and vision plans purchased in the individual insurance market, as well as Medicare Part A, Medicare Part B and prescription drug premiums. Premiums to purchase other employer-sponsored coverage are not eligible for reimbursement. Eligible retirees who were at least age 50 as of January 1, 2005 and who retire after age 55 with 15 or more years of service (age 54 with 14 or more years of service for workforce managed terminations) currently choose from managed-care or indemnity options, with the company subsidization level or stipend dependent on a number of factors including eligibility and length of service. Grandfathered retirees receive a fixed monthly subsidy toward pre- 65 premium costs (subsidy capped at 2011 levels) and a fixed monthly stipend post- 65 . The subsidy amounts will not increase.

Components of net periodic cost. The company uses alternate methods of amortization, as allowed by the authoritative guidance, which amortizes the actuarial gains and losses on a consistent basis for the years presented. For the U.S. Plans, gains and losses are amortized over the average future working lifetime. For most Non-U.S. Plans and the U.S. Post-Retirement Benefit Plan, gains and losses are amortized using a separate layer for each year's gains and losses.

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For the years ended October 31, 2015 , 2014 and 2013 , components of net periodic benefit cost (benefit) and other amounts recognized in other comprehensive income were comprised of:



	Defined Benefit Plans																U.S. Post-Retirement Benefit Plan
	U.S. Plans								Non-U.S. Plans								U.S. Post-Retirement Benefit Plan
	2015			2014			2013		2015			2014			2013		2015			2014			2013
	(in millions)
Net periodic benefit cost (benefit)
Service cost — benefits earned during the period	$	22		$	5		$	—	$	18		$	4		$	—	$	1		$	—		$	—
Interest cost on benefit obligation	20			5			—		41			11			—		7			2			—
Expected return on plan assets	(38		)	(10		)	—		(72		)	(19		)	—		(13		)	(4		)	—
Amortization of net actuarial loss	4			1			—		27			7			—		12			2			—
Amortization of prior service credit	(7		)	(1		)	—		(1		)	—			—		(21		)	(5		)	—
Net periodic benefit cost (benefit)	1			—			—		13			3			—		(14		)	(5		)	—
Allocated benefit cost (benefit) from Agilent	—			3			9		—			9			23		—			(9		)	(10		)
Total periodic benefit cost (benefit)	$	1		$	3		$	9	$	13		$	12		$	23	$	(14	)	$	(14	)	$	(10	)
Other changes in plan assets and benefit obligations recognized in other comprehensive (income) loss
Prior service credits assumed at the Capitalization	$	—		$	(33	)	$	—	$	—		$	(3	)	$	—	$	—		$	(102	)	$	—
Net actuarial loss assumed at the Capitalization	—			40			—		—			367			—		—			75			—
Net actuarial loss	57			5			—		51			39			—		31			7			—
Amortization of net actuarial loss	(4		)	(1		)	—		(27		)	(7		)	—		(12		)	(2		)	—
Amortization of prior service credit	7			1			—		1			—			—		21			5			—
Foreign currency	—			—			—		24			9			—		—			—			—
Total recognized in other comprehensive (income) loss	$	60		$	12		$	—	$	49		$	405		$	—	$	40		$	(17	)	$	—
Total recognized in net periodic benefit cost (benefit) and other comprehensive (income) loss	$	61		$	15		$	9	$	62		$	417		$	23	$	26		$	(31	)	$	(10	)

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Funded status. As of October 31, 2015 and 2014 , the funded status of the defined benefit and post-retirement benefit plans was as follows:



	U.S. Defined Benefit Plans						Non-U.S. Defined Benefit Plans						U.S. Post-Retirement Benefit Plan
	2015			2014			2015			2014			2015			2014
	(in millions)
Change in fair value of plan assets:
Fair value — beginning of year	$	491		$	—		$	1,318		$	—		$	187		$	—
Assets received from Agilent	—			490			9			1,358			—			189
Actual return on plan assets	7			7			81			46			2			2
Employer contributions	—			—			48			10			1			—
Benefits paid	(23		)	(6		)	(33		)	(9		)	(11		)	(4		)
Currency impact	—			—			(80		)	(87		)	—			—
Fair value — end of year	$	475		$	491		$	1,343		$	1,318		$	179		$	187
Change in benefit obligation:
Benefit obligation — beginning of year	$	514		$	—		$	1,429		$	—		$	206		$	—
Liabilities assumed from Agilent	—			508			—			1,446			—			203
Service cost	22			5			18			4			1			—
Interest cost	20			5			41			11			7			2
Plan amendment	—			—			—			(1		)	—			—
Actuarial loss	27			2			60			70			20			5
Benefits paid	(24		)	(6		)	(33		)	(9		)	(11		)	(4		)
Currency impact	—			—			(90		)	(92		)	—			—
Benefit obligation — end of year	$	559		$	514		$	1,425		$	1,429		$	223		$	206
Underfunded status of PBO	$	(84	)	$	(23	)	$	(82	)	$	(111	)	$	(44	)	$	(19	)
Amounts recognized in the consolidated balance sheet consist of:
Other assets	$	—		$	—		$	57		$	48		$	—		$	—
Employee compensation and benefits	(1		)	(1		)	—			—			—			—
Retirement and post-retirement benefits	(83		)	(22		)	(139		)	(159		)	(44		)	(19		)
Net liability	$	(84	)	$	(23	)	$	(82	)	$	(111	)	$	(44	)	$	(19	)
Amounts recognized in accumulated other comprehensive income (loss):
Actuarial losses	$	97		$	44		$	430		$	408		$	99		$	80
Prior service credits	(25		)	(32		)	(4		)	(3		)	(76		)	(97		)
Total	$	72		$	12		$	426		$	405		$	23		$	(17	)

The amounts in accumulated other comprehensive income expected to be amortized into net periodic benefit cost (benefit) during 2016 are as follows:



	U.S. Defined Benefit Plans			Non-U.S. Defined Benefit Plans			U.S. Post-Retirement Benefit Plan
	(in millions)
Amortization of net prior service credit	$	(7	)	$	(1	)	$	(17	)
Amortization of actuarial net loss	$	9		$	27		$	20

Investment policies and strategies as of October 31, 2015 . In the U.S., our RP and U.S. Post-Retirement Benefit Plan target asset allocations are approximately 80 percent to equities and approximately 20 percent to fixed income investments. Our DPSP target asset allocation is approximately 60 percent to equities and approximately 40 percent to fixed income investments. The general investment objective for all our plan assets is to obtain the optimum rate of investment return on the total investment portfolio consistent with the assumption of a reasonable level of risk. Specific investment objectives for the plans' portfolios are to: maintain and enhance the purchasing power of the plans' assets; achieve investment returns consistent with the level of risk being taken; and earn performance rates of return in accordance with the benchmarks adopted for each asset class. Outside of the U.S., our target asset allocation is from 37 to 60 percent to equities, from 40 to 60 percent to fixed income investments, from zero to 6 percent to real estate investments and from zero to 14 percent to cash, depending on the plan. All plans' assets are broadly

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diversified. Due to fluctuations in capital markets, our actual allocations of plan assets at October 31, 2015 , differ from the target allocation. Our policy is to periodically bring the actual allocation in line with the target allocation.

Equity securities include exchange-traded common stock and preferred stock of companies from broadly diversified industries. Fixed income securities include a portfolio of corporate bonds of companies from diversified industries, government securities, mortgage-backed securities, asset-backed securities, derivative instruments and other. Portions of the cash and cash equivalent, equity, and fixed income investments are held in commingled funds.

Fair Value . The measurement of the fair value of pension and post-retirement plan assets uses the valuation methodologies and the inputs as described in Note 13, "Fair Value Measurements."

Cash and Cash Equivalents - Cash and cash equivalents consist of short-term investment funds. The funds also invest in short-term domestic fixed income securities and other securities with debt-like characteristics emphasizing short-term maturities and quality. Cash and cash equivalents are classified as Level 1 investments except when the cash and cash equivalents are held in commingled funds, which have a daily net value derived from quoted prices for the underlying securities in active markets; these are classified as Level 2 investments.

Equity - Some equity securities consisting of common and preferred stock are held in commingled funds, which have daily net asset values derived from quoted prices for the underlying securities in active markets; these are classified as Level 2 investments. Commingled funds which have quoted prices in active markets are classified as Level 1 investments.

Fixed Income - Some of the fixed income securities are held in commingled funds, which have daily net asset values derived from the underlying securities; these are classified as Level 2 investments. Commingled funds which have quoted prices in active markets are classified as Level 1 investments.

Other Investments - Other investments include property-based pooled vehicles which invest in real estate. Market net asset values are regularly published in the financial press or on corporate websites and so these investments are classified as Level 2 and 3.

The following table presents the fair value of U.S. Defined Benefit Plans assets classified under the appropriate level of the fair value hierarchy as of October 31, 2015 and 2014:



			Fair Value Measurement at October 31, 2015 Using
	October 31, 2015		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in millions)
Cash and Cash Equivalents	$	4	$	1	$	3	$	—
Equity	374		94		280		—
Fixed Income	97		21		76		—
Other Investments	—		—		—		—
Total assets measured at fair value	$	475	$	116	$	359	$	—



			Fair Value Measurement at October 31, 2014 Using
	October 31, 2014		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in millions)
Cash and Cash Equivalents	$	6	$	1	$	5	$	—
Equity	365		86		279		—
Fixed Income	120		40		80		—
Other Investments	—		—		—		—
Total assets measured at fair value	$	491	$	127	$	364	$	—

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For U.S. Defined Benefit Plans, there was no activity relating to assets measured at fair value using significant unobservable inputs (Level 3) during 2015 and 2014.

The following table presents the fair value of U.S. Post-Retirement Benefit Plan assets classified under the appropriate level of the fair value hierarchy as of October 31, 2015 and 2014:



			Fair Value Measurement at October 31, 2015 Using
	October 31, 2015		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in millions)
Cash and Cash Equivalents	$	4	$	3	$	1	$	—
Equity	137		34		103		—
Fixed Income	38		8		30		—
Other Investments	—		—		—		—
Total assets measured at fair value	$	179	$	45	$	134	$	—



			Fair Value Measurement at October 31, 2014 Using
	October 31, 2014		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in millions)
Cash and Cash Equivalents	$	3	$	1	$	2	$	—
Equity	143		34		109		—
Fixed Income	41		14		27		—
Other Investments	—		—		—		—
Total assets measured at fair value	$	187	$	49	$	138	$	—

For U.S. Post-Retirement Benefit Plan, there was no activity relating to assets measured at fair value using significant unobservable inputs (Level 3) during 2015 and 2014.

The following table presents the fair value of Non-U.S. Defined Benefit Plans assets classified under the appropriate level of the fair value hierarchy as of October 31, 2015 and 2014:



			Fair Value Measurement at October 31, 2015 Using
	October 31, 2015		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in millions)
Cash and Cash Equivalents	$	7	$	2	$	5	$	—
Equity	709		129		580		—
Fixed Income	624		20		604		—
Other Investments	3		—		3		—
Total assets measured at fair value	$	1,343	$	151	$	1,192	$	—

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			Fair Value Measurement at October 31, 2014 Using
	October 31, 2014		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
	(in millions)
Cash and Cash Equivalents	$	5	$	2	$	3	$	—
Equity	672		150		522		—
Fixed Income	603		23		580		—
Other Investments	38		—		21		17
Total assets measured at fair value	$	1,318	$	175	$	1,126	$	17

For Non-U.S. Defined Benefit Plans assets measured at fair value using significant unobservable inputs (Level 3), the following table summarizes the change in balances during 2015 and 2014:



	Year Ended
	October 31,
	2015			2014
	(in millions)
Balance, beginning of year	$	17		$	—
Realized gains	—			—
Unrealized gains/(losses)	—			1
Purchases, sales, issuances, and settlements	(17		)	(5		)
Transfers in (out)	—			21
Balance, end of year	$	—		$	17

The table below presents the combined projected benefit obligation ("PBO"), accumulated benefit obligation ("ABO") and fair value of plan assets, grouping plans using comparisons of the PBO and ABO relative to the plan assets as of October 31, 2015 and 2014:



	2015				2014
	Benefit Obligation		Fair Value of Plan Assets		Benefit Obligation		Fair Value of Plan Assets
	Benefit Obligation				Benefit Obligation
	PBO				PBO
	(in millions)				(in millions)
U.S. defined benefit plans where PBO exceeds the fair value of plan assets	$	559	$	475	$	514	$	491
U.S. defined benefit plans where fair value of plan assets exceeds PBO	—		—		—		—
Total	$	559	$	475	$	514	$	491
Non-U.S. defined benefit plans where PBO exceeds or is equal to the fair value of plan assets	$	1,061	$	921	$	1,111	$	952
Non-U.S. defined benefit plans where fair value of plan assets exceeds PBO	364		422		318		366
Total	$	1,425	$	1,343	$	1,429	$	1,318

	ABO				ABO
U.S. defined benefit plans where ABO exceeds the fair value of plan assets	$	527	$	475	$	5	$	—
U.S. defined benefit plans where the fair value of plan assets exceeds ABO	—		—		472		491
Total	$	527	$	475	$	477	$	491
Non-U.S. defined benefit plans where ABO exceeds or is equal to the fair value of plan assets	$	1,031	$	921	$	1,081	$	952
Non-U.S. defined benefit plans where fair value of plan assets exceeds ABO	354		422		310		366
Total	$	1,385	$	1,343	$	1,391	$	1,318

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Contributions and estimated future benefit payments . During fiscal year 2016, we do not expect to contribute to the U.S. Defined Benefit Plans, and expect to contribute $43 million to the Non-U.S. Defined Benefit Plans and $2 million to the U.S. Post-Retirement Benefit Plan. The following table presents expected future benefit payments for the next 10 years .



	U.S. Defined Benefit Plans		Non-U.S. Defined Benefit Plans		U.S. Post-Retirement Benefit Plan
	(in millions)
2016	$	35	$	35	$	17
2017	$	38	$	37	$	17
2018	$	39	$	40	$	18
2019	$	42	$	45	$	17
2020	$	47	$	48	$	17
2021 - 2025	$	254	$	316	$	80

Assumptions . The assumptions used to determine the benefit obligations and expense for our defined benefit and post-retirement benefit plans are presented in the tables below. The expected long-term return on assets below represents an estimate of long-term returns on investment portfolios consisting of a mixture of equities, fixed income and other investments in proportion to the asset allocations of each of our plans. We consider long-term rates of return, which are weighted based on the asset classes (both historical and forecasted) in which we expect our pension and post-retirement funds to be invested. Discount rates reflect the current rate at which pension and post-retirement obligations could be settled based on the measurement dates of the plans - October 31. The U.S. discount rates at October 31, 2015 and 2014 were determined based on the results of matching expected plan benefit payments with cash flows from a hypothetically constructed bond portfolio. The Non-U.S. discount rates at October 31, 2015 were determined using spot rates along the yield curve to calculate disaggregated discount rates. In addition, we used this method to calculate two components of the periodic benefit cost: service cost and interest cost. The Non-U.S. discount rates at October 31, 2014 were generally based on published rates for high-quality corporate bonds. The range of assumptions that were used for the Non-U.S. defined benefit plans reflects the different economic environments within various countries.

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Assumptions used to calculate the net periodic benefit cost for the year ended October 31, 2015 and 2014 were as follows:



	For years ended October 31,
	2015	2014
U.S. Defined Benefit Plans:
Discount rate	4.00%	4.00%
Average increase in compensation levels	3.50%	3.50%
Expected long-term return on assets	8.00%	8.00%
Non-U.S. Defined Benefit Plans:
Discount rate	1.50-4.00%	1.75-4.25%
Average increase in compensation levels	2.50-3.25%	2.50-3.25%
Expected long-term return on assets	4.00-6.50%	4.00-6.50%
U.S. Post-Retirement Benefits Plan:
Discount rate	3.75%	4.00%
Expected long-term return on assets	8.00%	8.00%
Current medical cost trend rate	8.00%	8.00%
Ultimate medical cost trend rate	3.50%	3.50%
Medical cost trend rate decreases to ultimate rate in year	2028	2028

Assumptions used to calculate the benefit obligation as of October 31, 2015 and 2014 were as follows:



	As of the years ended October 31,
	2015	2014
U.S. Defined Benefit Plans:
Discount rate	4.00%	4.00%
Average increase in compensation levels	3.00%	3.50%
Non-U.S. Defined Benefit Plans:
Discount rate	0.76-3.80%	1.50-4.00%
Average increase in compensation levels	2.50-3.50%	2.50-3.25%
U.S. Post-Retirement Benefits Plan:
Discount rate	4.00%	3.75%
Current medical cost trend rate	7.00%	8.00%
Ultimate medical cost trend rate	3.50%	3.50%
Medical cost trend rate decreases to ultimate rate in year	2028	2028

Health care trend rates do not have a significant effect on the total service and interest cost components or on the post-retirement benefit obligation amounts reported for the U.S. Post-Retirement Benefit Plan for the years ended October 31, 2015 and 2014.

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17. GUARANTEES

Standard Warranty

The standard warranty term for most of our products from the date of delivery is typically three years, which increased from one year in the second quarter of fiscal 2013. We accrue for standard warranty costs based on historical trends in warranty charges as a percentage of net product shipments. The accrual is reviewed regularly and periodically adjusted to reflect 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 combined and consolidated balance sheet, is as follows:



	Years Ended October 31,
	2015			2014
	(in millions)
Beginning balance	$	51		$	38
Accruals for warranties, including change in estimates	33			46
Settlements made during the period	(31		)	(33		)
Ending balance	53			$	51



Accruals for warranties due within one year	$	34	$	34
Accruals for warranties due after one year	19		17
Ending balance as of October 31	$	53	$	51

Indemnifications to Agilent

In connection with our separation from Agilent, we agreed to indemnify Agilent against certain damages and expenses that it might incur in the future. These indemnifications primarily cover damages relating to liabilities of the electronic measurement business of Agilent which was contributed to Keysight. Additionally, if the distribution of Keysight common stock to the Agilent shareholders 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. If such determination is the result of our taking or failing to take certain actions, then under the tax matters agreement with Agilent, we are generally required to indemnify Agilent against such tax liabilities. Pursuant to the tax matters agreement, we may also be required to indemnify Agilent for other contingent tax liabilities, which could materially adversely affect our financial position. In our opinion, the fair value of these indemnification obligations was not material as of October 31, 2015 .

Indemnifications to Avago

In connection with the sale of Agilent's semiconductor products business in December 2005, Agilent agreed to indemnify Avago, its affiliates and other related parties against certain damages and expenses that it might incur in the future. The continuing indemnifications primarily cover damages and expenses relating to liabilities of the businesses that Agilent retained and did not transfer to Avago, as well as pre-closing taxes and other specified items. In connection with our separation from Agilent, we have agreed to indemnify Agilent in connection with the indemnification obligations of Agilent with respect to Avago. In our opinion, the fair value of these indemnification obligations was not material as of October 31, 2015 .

Indemnifications to Verigy

In connection with the spin-off of Verigy, Agilent agreed to indemnify Verigy and its affiliates against certain damages which it might incur in the future. These indemnifications primarily cover damages relating to liabilities of the businesses that Agilent did not transfer to Verigy, liabilities that might arise under limited portions of Verigy's IPO materials that relate to Agilent, and costs and expenses incurred by Agilent or Verigy to effect the IPO, arising out of the distribution of Agilent's remaining holding in Verigy ordinary shares to Agilent's stockholders, or incurred to effect the separation of the semiconductor test solutions business from Agilent to the extent incurred prior to the separation on June 1, 2006. On July 4, 2011, Verigy announced the completion by Advantest Corporation of its acquisition of Verigy. Verigy operates as a wholly-owned subsidiary of Advantest and Agilent's indemnification obligations to Verigy should be unaffected. In connection with our separation from Agilent, we have agreed to indemnify Agilent in connection with the indemnification obligations of Agilent with respect to Verigy. In our opinion, the fair value of these indemnification obligations was not material as of October 31, 2015 .

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Indemnifications to Hewlett-Packard

Agilent has given multiple indemnities to Hewlett-Packard ("HP") in connection with Agilent's activities prior to its spin-off from HP for the businesses that constituted Agilent prior to the spin-off. These indemnifications cover a variety of aspects of Agilent's business, including, but not limited to, employee, tax, intellectual property and environmental matters. The agreements containing these indemnifications have been previously disclosed as exhibits to Agilent's registration statement on Form S-1 filed on August 16, 1999. As part of our separation from Agilent, we have agreed to assume these indemnification obligations of Agilent relating to the electronic measurement business with respect to HP. In our opinion, the fair value of these indemnification obligations was not material as of October 31, 2015 .

Indemnifications to Officers and Directors

Our corporate by-laws require that we indemnify our officers and directors, as well as those who act as directors and officers of other entities at our request, against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with any proceedings arising out of their services to Keysight and such other entities, including service with respect to employee benefit plans. In addition, we have entered into separate indemnification agreements with each director and each board-appointed officer of Keysight which provide for indemnification of these directors and officers under similar circumstances and under additional circumstances. The indemnification obligations are more fully described in the by-laws and the indemnification agreements. We purchase standard insurance to cover claims or a portion of the claims made against our directors and officers. Since a maximum obligation is not explicitly stated in our by-laws or in our indemnification agreements and will depend on the facts and circumstances that arise out of any future claims, the overall maximum amount of the obligations cannot be reasonably estimated. Historically, we have not made payments related to these obligations, and the fair value for these indemnification obligations was not material as of October 31, 2015 .

Other Indemnifications

As is customary in our industry and as provided for in local law in the U.S. and other jurisdictions, many of our standard contracts provide remedies to our customers and others with whom we enter into contracts, such as defense, settlement, or payment of judgment for intellectual property claims related to the use of our products. From time to time, we indemnify customers, as well as our suppliers, contractors, lessors, lessees, companies that purchase our businesses or assets and others with whom we enter into contracts, against combinations of loss, expense, or liability arising from various triggering events related to the sale and the use of our products and services, the use of their goods and services, the use of facilities and state of our owned facilities, the state of the assets and businesses that we sell and other matters covered by such contracts, usually up to a specified maximum amount. In addition, from time to time we also provide protection to these parties against claims related to undiscovered liabilities, additional product liability or environmental obligations. In our experience, claims made under such indemnifications are rare and the associated estimated fair value of the liability was not material as of October 31, 2015 .

In connection with the previous sales of several of Agilent’s businesses, Agilent agreed to indemnify the buyers of such businesses, their respective affiliates and other related parties against certain damages that they might incur in the future. The continuing indemnifications primarily cover damages relating to liabilities of the businesses that Agilent retained and did not transfer to the buyers, as well as other specified items. In connection with our separation from Agilent, we agreed to assume the indemnification obligations of Agilent to the extent that the retained businesses were part of the electronic measurement business. In our opinion, the fair value of these indemnification obligations was not material as of October 31, 2015.

18. COMMITMENTS AND CONTINGENCIES

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 at October 31, 2015 were $32 million for 2016, $30 million for 2017, $24 million for 2018, $18 million for 2019, $13 million for 2020 and $35 million thereafter. Future minimum sublease income under leases at October 31, 2015 was $2 million for 2016, $1 million for 2017, $1 million for 2018, $1 million for 2019, $1 million for 2020 and none thereafter. Certain leases require us to pay property taxes, insurance and routine maintenance, and include escalation clauses. Total rent expense was $43 million in 2015, $38 million in 2014 and $37 million in 2013.

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, combined and consolidated financial condition, results of operations or cash flows.

19. DEBT

Short Term Debt

Credit Facility

On September 15, 2014 , we entered into a five -year credit agreement, which provides for a $300 million unsecured credit facility that will expire on November 1, 2019 . On July 21, 2015 , the total amount available under the credit facility was increased to $450 million . The company may use amounts borrowed under the facility for general corporate purposes. As of October 31, 2015 , the company had no borrowings outstanding under the credit facility. We were in compliance with the covenants of the credit facility during the year ended October 31, 2015 .

As a result of the Anite acquisition, we have an overdraft facility of $39 million ( £25 million ) that will expire on July 31, 2016 . As of October 31, 2015, the company had no borrowings outstanding under the facility. We were in compliance with the covenants of the credit facility from the date of acquisition to October 31, 2015.

Long Term Debt

The following table summarizes the company's long-term debt:



	October 31,
	2015		2014
	(in millions)
2019 Senior Notes at 3.30%	$	499	$	499
2024 Senior Notes at 4.55%	600		600
Total	$	1,099	$	1,099

2019 Senior Notes

In October 2014 , the company issued an aggregate principal amount of $500 million in senior notes ("2019 senior notes"). The 2019 senior notes were issued at 99.902 percent of their principal amount. The notes will mature on October 30, 2019 , and bear interest at a fixed rate of 3.30 percent per annum. The interest is payable semi-annually on April 30 and October 30 of each year.

2024 Senior Notes

In October 2014 , the company issued an aggregate principal amount of $600 million in senior notes ("2024 senior notes"). The 2024 senior notes were issued at 99.966 percent of their principal amount. The notes will mature on October 30, 2024 , and bear interest at a fixed rate of 4.55 percent per annum. The interest is payable semi-annually on April 30 and October 30 of each year.

The notes issued are unsecured and rank equally in right of payment with all of Keysight's other senior unsecured indebtedness. The company incurred issuance costs of $10 million in connection with the 2019 and 2024 senior notes and credit facility. These costs are included in other assets in the combined and consolidated balance sheet and are being amortized to interest expense over the term of the senior notes and credit facility.

As of October 31, 2015 and 2014, the company had $19 million and $13 million , respectively, of outstanding letters of credit unrelated to the credit facility that were issued by various lenders.

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20. STOCKHOLDERS' EQUITY

Accumulated other comprehensive income

The following table summarizes the components of our accumulated other comprehensive loss as of October 31, 2015 and 2014, net of tax effect:



	October 31,
	2015			2014
	(in millions)
Unrealized gain on equity securities, net of tax (expense) of $(6) and $(4)	$	21		$	16
Foreign currency translation, net of tax (expense) of $(63) and $(63)	(48		)	6
Unrealized losses on defined benefit plans, net of tax benefit of $78 and $42	(446		)	(361		)
Unrealized gains (losses) on derivative instruments, net of tax benefit (expense) of $3 and $(2)	(6		)	3
Total accumulated other comprehensive loss	$	(479	)	$	(336	)

Changes in accumulated other comprehensive income by component and related tax effects for the years ended October 31, 2015 and 2014 were as follows:



							Net defined benefit pension cost and post retirement plan costs:
	Unrealized gain on equity securities			Foreign currency translation			Actuarial Losses			Prior service credits			Unrealized gains (losses) on derivatives			Total
	(in millions)
As of October 31, 2013 (a)	$	5		$	26		$	—		$	—		$	—		$	31

Pre-Capitalization
Other comprehensive income (loss) before reclassifications	9			(15		)	—			—			—			(6		)
Tax (expense) benefit	(3		)	1			—			—			—			(2		)
Other comprehensive income (loss) for nine months period ended July 31, 2014 (b)	6			(14		)	—			—			—			(8		)

Capitalization
Assumption of accumulated unrealized translation adjustment, losses on pension and other post-employment benefits	—			31			(483		)	139			—			(313		)
Tax (expense) benefit	3			21			77			(51		)	—			50
Net assumptions (c)	3			52			(406		)	88			—			(263		)

Post Capitalization
Other comprehensive income (loss) before reclassifications	3			(58		)	(60		)	—			5			(110		)
Amounts reclassified out of accumulated other comprehensive income	—			—			9			(8		)	—			1
Tax (expense) benefit	(1		)	—			13			3			(2		)	13
Other comprehensive income (loss) for three months period ended October 31, 2014 (d)	2			(58		)	(38		)	(5		)	3			(96		)
As of October 31, 2014 (e) = (a+b+c+d)	16			6			(444		)	83			3			(336		)
Other comprehensive income (loss) before reclassifications	7			(54		)	(135		)	—			(15		)	(197		)
Amounts reclassified out of accumulated other comprehensive income	—			—			43			(29		)	1			15
Tax (expense) benefit	(2		)	—			25			11			5			39
Other comprehensive income (loss) for the twelve months ended October 31, 2015 (f)	5			(54		)	(67		)	(18		)	(9		)	(143		)
As of October 31, 2015 (e+f)	$	21		$	(48	)	$	(511	)	$	65		$	(6	)	$	(479	)

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Reclassifications out of accumulated other comprehensive loss for the twelve months ended October 31, 2015 and 2014 were as follows:



Details about accumulated other comprehensive loss components	Amounts Reclassified from other comprehensive loss						Affected line item in statement of operations
	Year Ended
	October 31,
	2015			2014
	(in millions)
Unrealized loss on derivatives	$	(1	)	$	—		Cost of products
	—			—			Provision for income tax
	(1		)	—			Net of Income Tax

Net defined benefit pension cost and post retirement plan costs:
Actuarial net loss	(43		)	(9		)
Prior service benefit	29			8
	(14		)	(1		)	Total before income tax
	5			—			Provision for income tax
	(9		)	(1		)	Net of income tax

Total reclassifications for the period	$	(10	)	$	(1	)

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

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 16, "Retirement Plans and Post Retirement Pension Plans").

21. SEGMENT INFORMATION

Description of segments. We provide core electronic design and test solutions to the communications and electronics industries.

We have two reportable operating segments, measurement solutions and customer support and services. The two operating segments were determined based primarily on how the chief operating decision maker views and evaluates our operations. Operating results are regularly reviewed by the chief operating decision maker to make decisions about resources to be allocated to the segment and to assess its 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.

A description of our two reportable segments is as follows:

Our measurement solutions business provides electronic measurement instruments and systems with related software and software design tools that are used in the design, development, manufacture, installation, deployment and operation of electronics equipment. We provide startup assistance, consulting, optimization and application support throughout the customer's product lifecycle.

The customer support and services business provides hardware repair and calibration services and facilitates the resale of used equipment. Our customer support and services business enables our customers to maximize the value from their electronic measurement equipment and strengthens customer loyalty. Providing these services assures a high level of instrument performance and availability while minimizing the cost of ownership and downtime.

A significant portion of the segments' 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, finance, human resources 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.

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The following tables reflect the results of our reportable segments under our management reporting system. These results are not necessarily in conformity with U.S. 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.



	Measurement Solutions			Customer Support and Services		Total Segments
	(in millions)
Year ended October 31, 2015:
Total segment revenue	$	2,461		$	401	$	2,862
Acquisition related fair value adjustments	(6		)	—		(6		)
Total net revenue	$	2,455		$	401	$	2,856
Income from operations	$	487		$	72	$	559
Depreciation expense	$	68		$	13	$	81
Year ended October 31, 2014:
Total net revenue	$	2,533		$	400	$	2,933
Income from operations	$	508		$	93	$	601
Depreciation expense	$	64		$	10	$	74
Year ended October 31, 2013:
Total net revenue	$	2,493		395		$	2,888
Income from operations	$	484		$	99	$	583
Depreciation expense	$	56		$	9	$	65

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



	Years Ended October 31,
	2015			2014			2013
	(in millions)
Total reportable segments' income from operations	$	559		$	601		$	583
Restructuring related costs	(14		)	3			(15		)
Asset impairments	(1		)	—			(1		)
Transformational programs	—			(1		)	(4		)
Amortization of intangibles	(14		)	(8		)	(9		)
Acquisition and integration costs	(16		)	(1		)	(8		)
Share-based compensation expense	(55		)	(44		)	(43		)
Acquisition related fair value adjustments	(9		)	—			—
Separation and related costs	(20		)	(78		)	(2		)
Other	1			(3		)	(5		)
Interest Income	1			—			—
Interest expense	(46		)	(3		)	—
Other income (expense), net	2			9			5
Income before taxes, as reported	$	388		$	475		$	501

Major customers. No customer represented 10 percent or more of our total net revenue in 2015 , 2014 or 2013 .

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The following table presents assets and capital expenditures directly managed by each segment. Unallocated assets primarily consist of cash, cash equivalents, investments, long-term and other receivables and other assets.



	Measurement Solutions		Customer Support & Services		Total Segments
	(in millions)
As of October 31, 2015:
Assets	$	2,531	$	265	$	2,796
Capital expenditures	$	77	$	15	$	92
As of October 31, 2014:
Assets	$	1,740	$	236	$	1,976
Capital expenditures	$	60	$	10	$	70

The following table reconciles segment assets to our total assets:



	October 31,
	2015		2014
	(in millions)
Total reportable segments' assets	$	2,796	$	1,976
Cash, cash equivalents and short-term investments	483		810
Prepaid expenses	98		51
Other current assets	2		9
Investments	70		63
Long-term and other receivables	57		33
Other	2		108
Total assets	$	3,508	$	3,050

The other category primarily includes pension assets and also represents the difference between how segments report deferred taxes and intangible assets at the initial purchased amount.

The following table presents summarized information for net revenue and long-lived assets by geographic region. Revenues from external customers are generally attributed to countries based upon the location of the Agilent sales representative. Long lived assets consist of property, plant, and equipment, long-term receivables and other long-term assets excluding intangible assets. The rest of the world primarily consists of rest of Asia and Europe.



	United States		China		Japan		Rest of the World		Total
	(in millions)
Net revenue:
Year ended October 31, 2015	$	991	$	531	$	311	$	1,023	$	2,856
Year ended October 31, 2014	$	945	$	548	$	331	$	1,109	$	2,933
Year ended October 31, 2013	$	966	$	512	$	364	$	1,046	$	2,888



	United States		Japan		Malaysia		Rest of the World		Total
	(in millions)
Long-lived assets:
October 31, 2015	$	251	$	144	$	80	$	191	$	666
October 31, 2014	$	218	$	157	$	86	$	142	$	603

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22. SUBSEQUENT EVENTS

Change in organizational structure. On November 3, 2015, we announced an organizational structure change to orient our efforts towards complete customer solutions with the creation of Communications Solutions Group, Industrial Solutions Group and Services Solutions Group. This change supports our solutions-oriented approach to more closely align our organization and people to meet the needs of our customers. We are currently evaluating the impact of this organizational change on our financial reporting structure.

QUARTERLY SUMMARY

(Unaudited)



	Three Months Ended
	January 31,		April 30,		July 31,		October 31,
	(in millions, except per share data)
2015
Net revenue	$	701	$	740	$	665	$	750
Gross profit	383		416		370		418
Income from operations ^(a)	87		133		100		111
Net income	$	70	$	96	$	70	$	277
Net income per share:
Basic	$	0.42	$	0.57	$	0.41	$	1.63
Diluted	$	0.41	$	0.56	$	0.41	$	1.61
Weighted average shares used in computing net income per share:
Basic	168		169		169		170
Diluted	170		171		172		172
Range of stock prices on NYSE	28.56 - 36.33		33.37 - 38.99		29.51 - 36.31		29.28 - 34.13

2014
Net revenue	$	671	$	743	$	757	$	762
Gross profit	372		415		414		419
Income from operations	91		127		121		130
Net income	$	74	$	110	$	107	$	101
Net income per share - basic and diluted ^(b)	$	0.44	$	0.66	$	0.64	$	0.60
Basic and diluted average shares outstanding ^(b)	167		167		167		167

^(a) For the three months ended January 31, 2015 and April 30, 2015, $6 million and $5 million, respectively, was reclassified from other income (expense), net to other operating expense (income), net in the condensed combined and consolidated statement of operations.

^(b) On November 1, 2014, Agilent Technologies, Inc. distributed 167 million shares of Keysight common stock to existing holders of Agilent common stock. Basic and diluted net income per share for all periods through October 31, 2014 is calculated using the shares distributed on November 1, 2014. Refer to Note 7 of the combined and consolidated financial statements for information regarding earnings per common share.

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Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management has evaluated, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of October 31, 2015, pursuant to and as required by Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”). Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that, as of October 31, 2015, the company's disclosure controls and procedures, as defined by Rule 13a-15(e) under the Exchange Act, were effective and designed to ensure that(i) information required to be disclosed in the company's reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and (ii) information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on the results of this evaluation, our management concluded that our internal control over financial reporting was effective as of October 31, 2015.

The Company completed the acquisition of Anite plc on August 13, 2015. Management excluded Anite from its assessment of the effectiveness of the Company’s internal control over financial reporting as of October 31, 2015. Anite constituted approximately 1% and 4% of the Company’s total revenue and assets for the year ended October 31, 2015.

The effectiveness of our internal control over financial reporting as of October 31, 2015 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears in Item 8 of this Annual Report on Form 10-K.

Changes in Internal Control Over Financial Reporting

The acquisition of Anite resulted in a change in our internal control over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Information regarding our directors will appear under “Proposal No. 1 - Election of Directors” in our Proxy Statement for the Annual Meeting of Stockholders (“Proxy Statement”). That portion of the Proxy Statement is incorporated by reference into this report. Information regarding our executive officers appears in Item 1 of this report under “Executive Officers of the Registrant.” Information regarding our Audit and Finance Committee and our Audit and Finance Committee's financial expert appears under “Audit and Finance Committee Report” and “Board Structure and Compensation” in our Proxy Statement. That portion of the Proxy Statement is incorporated by reference into this report.

There were no material changes to the procedures by which security holders may recommend nominees to our Board of Directors. Information regarding our code of ethics (the company's Standards of Business Conduct) applicable to our principal executive officer, our principal financial officer, our controller and other senior financial officers appears in Item 1 of this report under “Investor Information.” We will post amendments to or waivers from a provision of the Standards of Business Conduct with respect to those persons on our website at www.investor.keysight.com.

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In order for a stockholder proposal to be considered for inclusion in Keysight’s proxy statement for the 2016 annual meeting of stockholders, the written proposal must be received by Keysight no later than December 21, 2015 and should contain such information as is required under Keysight’s Bylaws. Such proposals will need to comply with the SEC’s regulations regarding the inclusion of stockholder proposals in Keysight sponsored proxy materials.

Compliance with Section 16(a) of the Exchange Act

Information about compliance with Section 16(a) of the Exchange Act appears under “Section 16(a) Beneficial Ownership Reporting Compliance” in the Proxy Statement. That portion of the Proxy Statement is incorporated by reference into this report.

Item 11. Executive Compensation

Information about compensation of our named executive officers appears under “Executive Compensation”, “Compensation Committee Interlocks and Insider Participation” in the Proxy Statement. Information about compensation of our directors appears under “Director Compensation” and “Compensation Committee Report” and “Stock Ownership Guidelines” in the Proxy Statement. Those portions of the Proxy Statement are incorporated by reference into this report.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Information about security ownership of certain beneficial owners and management appears under "Common Stock Ownership of Certain Beneficial Owners and Management" in the Proxy Statement. That portion of the Proxy Statement is incorporated by reference into this report.

EQUITY COMPENSATION PLAN INFORMATION

The following table summarizes information about our equity compensation plans as of October 31, 2015. All outstanding awards relate to our common stock.



Plan Category	Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights	Weighted-average Exercise Price of Outstanding Options, Warrants and Rights		Number of Securities Remaining Available for Future Issuance under Equity Compensation Plans (Excluding Securities Reflected in Column (a))
	(a)	(b)		(c)
Equity compensation plans approved by security holders (1)(2)(3)	7,146,587	$	24	32,472,436
Equity compensation plans not approved by security holders	—	$	—	—
Total	7,146,587	$	24	32,472,436

(1)

The number of securities remaining available for future issuance in column (c) includes 24,506,711 shares of common stock authorized and available for issuance under the Keysight Technologies, Inc. Employee Stock Purchase Plan ("423(b) Plan"). The number of shares authorized for issuance under the 423(b) Plan is subject to an automatic annual increase of the lesser of one percent of the outstanding common stock of Keysight or an amount determined by the Compensation Committee of our Board of Directors. Under the terms of the 423(b) Plan, in no event shall the aggregate number of shares issued under the Plan exceed 75 million shares. The number of securities remaining available for future issuance in column (c) is before the issuance of shares of common stock to participants in consideration of the aggregate participant contribution under 423(b) plan totaling $15 million as of October 31, 2015.

(2)

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


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

Item 13. Certain Relationships and Related Transactions, and Director Independence

Information about certain relationships and related transactions appears under "Related Person Transaction Policy and Procedures" in the Proxy Statement. Information about director independence appears under the heading "Board Structure and Compensation — Director Independence" in the Proxy Statement. Each of those portions of the Proxy Statement is incorporated by reference into this report.

Item 14. Principal Accounting Fees and Services

Information about principal accountant fees and services as well as related pre-approval policies appears under "Fees Paid to PricewaterhouseCoopers" and "Policy on Audit and Finance Committee Preapproval of Audit and Permissible Non-Audit Services of Independent Registered Auditors" in the Proxy Statement. Those portions of the Proxy Statement are incorporated by reference into this report.

PART IV

Item 15. Exhibits and Financial Statement Schedules


(a)	The following documents are filed as part of this report:


1.	Financial Statements.

See Index to Combined and Consolidated Financial Statements under Item 8 of this report.


2.	Financial Statement Schedule.

The following additional financial statement schedule should be considered in conjunction with our combined and consolidated financial statements. All other schedules have been omitted because the required information is either not applicable or not sufficiently material to require submission of the schedule.

SCHEDULE II

VALUATION AND QUALIFYING ACCOUNTS



Description	Balance at Beginning of Period		Additions Charged to Expenses or Other Accounts*		Deductions Credited to Expenses or Other Accounts**			Balance at End of Period
	(in millions)
2015
Tax valuation allowance	$	39	$	43	$	(36	)	$	46
2014
Tax valuation allowance	$	41	$	4	$	(6	)	$	39
2013
Tax valuation allowance	$	41	$	—	$	—		$	41

* Additions include current year additions charged to expenses and current year build due to increases in net deferred tax assets, return to provision true-ups, other adjustments and Other Comprehensive Income ("OCI") impact to deferred taxes.

** Deductions include current year releases credited to expenses and current year reductions due to decreases in net deferred tax assets, return to provision true-ups, other adjustments and OCI impact to deferred taxes.

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3.	Exhibits.

Exhibits are incorporated herein by reference or are filed with this report as indicated below (numbered in accordance with Item 601 of Regulation S-K):



		Incorporation by Reference
Exhibit Number	Description	Form	Date	Exhibit Number	Filed Herewith
2.1	Separation and Distribution Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc.**	10-12B/A	8/13/2014	2.1
2.2	Rule 2.7 Announcement, Recommended Cash Acquisition of Anite Plc by Keysight Technologies B.V. dated June 17, 2015	8-K	6/17/2015	2.1
3.1	Amended and Restated Certificate of Incorporation of Keysight Technologies, Inc.	8-K	11/3/2014	3.1
3.2	Amended and Restated Bylaws of Keysight Technologies, Inc.	8-K	11/3/2014	3.2
4.1	Indenture, dated as of October 15, 2014, between Keysight Technologies, Inc. and U.S. Bank National Association, as Trustee	8-K	10/17/2014	4.1
4.2	First Supplemental Indenture, dated as of October 15, 2014, to the Indenture dated as of October 15, 2014, between Keysight Technologies, Inc. and U.S. Bank National Association, as Trustee	8-K	10/17/2014	4.2
4.3	Guarantee, dated as of October 15, 2014, by Agilent Technologies, Inc. in favor of U.S. Bank National Association as Trustee for the Holders of Notes specified therein of Keysight Technologies, Inc.	8-K	10/17/2014	4.3
4.4	Registration Rights Agreement, dated as of October 15, 2014, by and among Keysight Technologies, Inc., Agilent Technologies, Inc., and Citigroup Global Markets Inc., Goldman, Sachs & Co., and Merrill Lynch, Pierce, Fenner & Smith Incorporated as representatives of the Initial Purchasers	8-K	10/17/2014	4.4
10.1	Services Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc.	10-12B/A	8/13/2014	10.1
10.2	Tax Matters Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc.	10-12B/A	8/13/2014	10.2
10.3	Employee Matters Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc.	10-12B/A	8/13/2014	10.3
10.4	Intellectual Property Matters Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc.	10-12B/A	8/13/2014	10.4
10.5	Trademark License Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc.	10-12B/A	8/13/2014	10.5
10.6	Real Estate Matters Agreement, dated August 1, 2014, by and between Agilent Technologies, Inc. and Keysight Technologies, Inc.	10-12B/A	8/13/2014	10.6
10.7	Form of Indemnification Agreement	10-12B/A	7/18/2014	10.7
10.8	Keysight Technologies, Inc. Employee Stock Purchase Plan*	10-12B/A	7/18/2014	10.8
10.9	Keysight Technologies, Inc. 2014 Equity and Incentive Compensation Plan (As Amended and Restated on September 29, 2014)*	S-8	10/21/2014	4.3

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10.10	Form of Keysight Technologies, Inc. Global Stock Award Agreement (with deferral alternative)*	8-K	11/3/2014	10.2
10.11	Form of Keysight Technologies, Inc. Global Performance Award Agreement*	10-12B/A	7/18/2014	10.11
10.12	Form of Keysight Technologies, Inc. Global Stock Option Award Agreement*	10-12B/A	7/18/2014	10.12
10.13	Form of Keysight Technologies, Inc. Non-Employee Director Stock Option Award Agreement*	10-12B/A	7/18/2014	10.13
10.14	Form of Keysight Technologies, Inc. Non-Employee Director Stock Award Agreement*	10-12B/A	7/18/2014	10.14
10.15	Form of Keysight Technologies, Inc. 2014 Deferred Compensation Plan*	10-12B/A	7/18/2014	10.15
10.16	Form of Keysight Technologies, Inc. 2014 Frozen Deferred Compensation Plan*	10-12B/A	7/18/2014	10.16
10.17	Form of Keysight Technologies, Inc. Excess Benefit Retirement Plan*	10-12B/A	7/18/2014	10.17
10.18	Form of Keysight Technologies, Inc. Supplemental Benefit Retirement Plan*	10-12B/A	7/18/2014	10.18
10.19	Agilent Technologies, Inc. France Pension Plan*	10-12B/A	8/13/2014	10.19
10.20	Form of Change of Control Severance Agreement*	8-K	11/3/2014	10.1
10.21	Credit Agreement, dated September 15, 2014, between Keysight Technologies, Inc., Agilent Technologies, Inc. and the Lenders Party Thereto*	10-12B/A	9/22/2014	10.21
10.22	Form of Keysight Technologies, Inc. Deferral Election for Stock Award*	8-K	11/3/2014	10.3
10.23	Keysight Technologies, Inc. Officer and Executive Severance Plan (Established Effective March18, 2015)*	8-K	3/24/2015	10.1
10.24	Keysight Technologies, Inc. 2014 Equity and Incentive Compensation Plan (As Amended and Restated on January 22, 2015)*	8-K	3/24/2015	10.2
10.25	Letter Agreement, dated July 21, 2015, by and among Keysight Technologies, Inc., the Lenders party thereto and Citibank, N.A., as Administrative Agent	8-K	7/21/2015	10.2
10.26	Keysight Technologies, Inc. 2015 Performance-based Compensation Plan for covered employees (As Adopted on September 29, 2014)*	DEF 14A	2/6/2014	APPENDIX B
10.27	Keysight Technologies, Inc. 401(k) Plan (Effective as of August 1, 2014)*				X
10.28	Keysight Technologies, Inc. Deferred Profit-Sharing Plan (Effective as of August 1, 2014)*				X
10.29	Keysight Technologies, Inc. Retirement Plan (Effective as of August 1, 2014)*				X
10.30	First Amendment to the Keysight Technologies, Inc. 401(k) Plan (Effective as of August 1, 2015)*				X
10.31	First Amendment to the Keysight Technologies, Inc. Retirement Plan (Effective as of August 1, 2015)*				X
11.1	See Note 7, “Net Income Per Share,” to our Combined and Consolidated Financial Statements.				X
12.1	Computation of ratio of earnings to fixed charges.				X
14.1	See Investor Information in Item 1: Business of this Annual Report on Form 10-K.				X
21.1	Subsidiaries of Keysight Technologies, Inc.				X
23.1	Consent of Independent Registered Public Accounting Firm.				X

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24.1	Powers of Attorney. Contained in the signature page of this Annual Report on Form 10-K.				X
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002.				X
31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes‑Oxley Act of 2002.				X
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002.				X
32.2	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes‑Oxley Act of 2002.				X
99.1	Information Statement of Keysight Technologies, Inc., dated October 8, 2014.	8-K	11/3/2014	99.1
99.2	Press release relating to the Offer to Anite Plc.	8-K	6/17/2015	2.1


*	Indicates management contract or compensatory plan, contract or arrangement.


**	Certain schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. Keysight will furnish supplemental copies of any such schedules or exhibits to the U.S. Securities and Exchange Commission upon request.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.



		KEYSIGHT TECHNOLOGIES, INC.

		BY		/s/ Stephen D. Williams
				Stephen D. Williams
				Senior Vice President, General Counsel and Secretary

Date: December 21, 2015

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Stephen D. Williams and Jeffrey Li, or any of them, his or her attorneys-in-fact, for such person in any and all capacities, to sign any amendments to this report and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, hereby ratifying and confirming all that any of said attorneys-in-fact, or substitute or substitutes, may do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



Signature	Title	Date

/s/ RONALD S. NERSESIAN	Director, President and Chief Executive Officer	December 21, 2015
Ronald S. Nersesian	(Principal Executive Officer)

/s/ NEIL DOUGHERTY	Senior Vice President and Chief Financial Officer	December 21, 2015
Neil Dougherty	(Principal Financial Officer)

/s/ JOHN C. SKINNER	Vice President and Corporate Controller	December 21, 2015
John C. Skinner	(Principal Accounting Officer)

/s/ PAUL N. CLARK	Chairman of the Board	December 21, 2015
Paul N. Clark

/s/ JAMES G. CULLEN	Director	December 21, 2015
James G. Cullen

/s/ CHARLES J. DOCKENDORFF	Director	December 21, 2015
Charles J. Dockendorff

/s/ JEAN M. HALLORAN	Director	December 21, 2015
Jean M. Halloran

/s/ RICHARD HAMADA	Director	December 21, 2015
Richard Hamada

/s/ ROBERT A. RANGO	Director	December 17, 2015
Robert A. Rango

/s/ MARK B. TEMPLETON	Director	December 21, 2015
Mark B. Templeton

Exhibit 10.27

KEYSIGHT TECHNOLOGIES, INC. 401(k) PLAN

Effective August 1, 2014

TABLE OF CONTENTS


SECTION 1.	ESTABLISHMENT AND PURPOSE OF THE PLAN.


SECTION 2.	DEFINITIONS.


(a)	“Accounts”


(b)	“Affiliate”


(c)	“Affiliated Group”


(d)	“Agilent”


(e)	“Agilent 401(k) Plan”


(f)	“Beneficiary”


(g)	“Benefits Committee”


(h)	“Board”


(i)	“Code”


(j)	“Company”


(k)	“Covered Compensation”


(l)	“Deferred Contributions”


(m)	“Distribution Date”


(n)	“Eligible Employee”


(o)	“Employee”


(p)	“ERISA”


(q)	“Former Agilent Participant”


(r)	“Funds”


(s)	“Investment Manager”


(t)	“Keysight Group Employee”


(u)	“Loan Account”


(v)	“Operational Separation Date”


(w)	“Participant”


(x)	“Participating Company”


(y)	“Payday”


(z)	“Payroll”


(aa)	“Plan”


(bb)	“Plan Administrator”


(cc)	“Plan Benefit”


(dd)	“Plan Year”


(ee)	“Regular Company Contributions”


(ff)	“Required Beginning Date”


(gg)	“Rollover Accounts”


(hh)	“Subsequently Transferred Keysight Employee”


(ii)	“Subsidiary”


(jj)	“Transfer Date”


(kk)	“Trust Agreement”


(ll)	“Trustee”


(mm)	“Trust Fund”


(nn)	“Trust”


(oo)	“Valuation Date”


SECTION 3.	ELIGIBILITY AND PARTICIPATION.


(a)	Eligibility and Commencement of Participation .


(b)	Suspension of Participation .


(c)	Termination of Participation .


SECTION 4.	DEFERRED CONTRIBUTIONS.


(a)	Rate of Contributions .


(b)	Revocation and Change in Election .


(c)	Suspension of Contributions .


(d)	Time and Form of Contribution .


(e)	Compliance With Other Contribution Limitations .


SECTION 5.	REGULAR COMPANY CONTRIBUTIONS.


(a)	Amount .


(b)	Allocation .


(c)	Time and Form of Contribution .


(d)	Compliance with Other Contribution Limitations .


SECTION 6.	LIMITATION ON CONTRIBUTIONS.


(a)	Maximum .


(b)	Aggregation .


(c)	Incorporation of Section 415 .


(d)	Account Reduction .


SECTION 7.	ACCOUNTS AND VALUATION.


(a)	Accounts .


(b)	Valuation of Accounts .


SECTION 8.	INVESTMENT OF ACCOUNTS.


(a)	Investment Funds .


(b)	Investment Directions .


(c)	Reinvestment Directions .


(d)	No Investment Directions .


SECTION 9.	VESTING.


SECTION 10.	DISTRIBUTION OF PLAN BENEFITS.


(a)	Amount and Form of Distribution .


(b)	Time of Distribution .


(c)	Latest Commencement Permitted .


SECTION 11.	WITHDRAWALS.


(a)	Age Fifty-Nine and One-Half .


(b)	Hardship Withdrawals .


(c)	Rollover Account Withdrawals .


SECTION 12.	LOANS.


(a)	Eligibility for Loans .


(b)	Amount of Loans .


(c)	Terms of Loans .


(d)	Source of Loans .


(e)	Withholding and Application of Loan Payments .


(f)	Security and Default .


(g)	Maximum Number of Loans .


(h)	Transferred and Rolled Loans .


SECTION 13.	GENERAL PROVISIONS.


(a)	No Assignment of Rights .


(b)	Qualified Domestic Relations Orders .


(c)	Plan Mergers .


(d)	Plan Transfers.


(e)	No Right in Trust Fund or to Employment


(f)	Competency To Handle Benefits .


(g)	False or Erroneous Statements .


(h)	Effect of Re-Employment on Payment of Plan Benefit .


(i)	Governing Law .


(j)	Beneficiary .


(k)	Lost Participant or Beneficiary .


(l)	Rollover From Qualified Trust .


(m)	Rollover From IRA .


(n)	Return of Contributions .


(o)	Compliance With USERRA .


SECTION 14.	FIDUCIARY RESPONSIBILITIES AND PLAN ADMINISTRATION.


(a)	Named Fiduciary for Plan Administration .


(b)	Named Fiduciary for Management of Plan Assets .


(c)	Service in Several Fiduciary Capacities .


(d)	Duties and Responsibilities of the Plan Administrator .


(e)	Delegation of Fiduciary Responsibilities .


(f)	Indemnification .


SECTION 15.	FUNDING POLICY AND METHOD.


(a)	Contributions .


(b)	Expenses of the Plan and Trust .


(c)	Cash Requirements .


(d)	Independent Accountant .


SECTION 16.	CLAIMS PROCEDURE.


(a)	Claims for Benefits .


(b)	Denial of Claims .


SECTION 17.	REVIEW PROCEDURE.


(a)	Appointment of Review Panel .


(b)	Right To Appeal .


(c)	Form of Request for Review .


(d)	Time for Review Panel Action .


(e)	Review Panel Decision .


(f)	Rules and Procedures .


(g)	Exhaustion of Remedies .


SECTION 18.	AMENDMENT AND TERMINATION OF THE PLAN.


(a)	Future of the Plan .


(b)	Limitation on Amendments .


(c)	Termination of the Plan .


(d)	Obligations Upon Termination of the Plan .


(e)	Allocation of Trust Fund Upon Termination of the Plan .


SECTION 19.	EXECUTION.

APPENDIX A TOP-HEAVY PROVISIONS

APPENDIX B LIMITATIONS ON CONTRIBUTIONS

APPENDIX C DIRECT TRANSFER PROVISIONS

APPENDIX D MERGER OF REDSWITCH RETIREMENT SAVINGS PLAN

APPENDIX E MINIMUM REQUIRED DISTRIBUTIONS

APPENDIX F ROTH DEFERRED CONTRIBUTIONS

KEYSIGHT TECHNOLOGIES, INC. 401(k) PLAN

Effective August 1, 2014


SECTION 1.	ESTABLISHMENT AND PURPOSE OF THE PLAN.

On August 1, 2014, (“Operational Separation Date”) , Agilent Technologies, Inc. created a wholly-owned subsidiary titled Keysight Technologies, Inc. (the “Company”) as a part of a planned corporate separation of Company operations (“Operational Separation”) and subsequent distribution of all outstanding Company common stock to Agilent’s shareholders (the “Distribution”). Effective no later than the date of Operational Separation, the Keysight Technologies, Inc. 401(k) Plan (the “Plan”) was established by the Company with substantially similar terms to the Agilent Technologies, Inc. 401(k) Plan (the “Agilent 401(k) Plan”), and the Company will assume the portion of the assets and liabilities of the Agilent 401(k) Plan related to Former Agilent Participants. During the period between the Operational Separation Date and the date of Distribution (the “Distribution Date”), Former Agilent Participants shall participate in this Plan and Agilent employees, including Former Agilent Participants who transfer employment to Agilent prior to November 1, 2014, shall participate in the Agilent Plan consistent with the provisions of each Plan. On and after the Distribution Date, the 401(k) benefits payable to Former Agilent Participants (as such capitalized term is defined below) will be provided solely under this Plan. Neither the Operational Separation nor the Distribution shall be treated as a benefit distribution event under the Plan with respect to any Participant. The purpose of the Plan is to provide Eligible Employees with an opportunity to participate in a qualified cash or deferred arrangement under section 401(k) of the Internal Revenue Code (the “Code”) and thereby supplement benefits provided under the Participating Companies’ retirement programs. The Plan together with the Trust established hereunder is intended to qualify under section 401(a) of the Code and as an individual account plan which permits each Participant to exercise control over certain assets of the Plan pursuant to section 404(c) of ERISA. The Plan is subject to change to meet applicable rules and regulations of the Internal Revenue Service and the United States Department of Labor. The Company retains the right, as provided in Section 18, to amend or terminate the Plan at any time.

Certain capitalized terms used in the text of the Plan are defined in Section 2 in alphabetical order. Certain rules which will become effective only if the Plan becomes a “top-heavy plan” (as defined in section 416 of the Code) are set forth in Appendix A to the Plan. The rules regarding the administration of the discrimination tests under sections 401(k) and 401(m) of the Code are set forth in Appendix B to the Plan. The rules regarding the direct transfer provisions of section 401(a)(31) of the Code are set forth in Appendix C to the Plan. Any special rules applicable to Accounts which, in whole or in part, derive from the plan of an entity acquired by the Company (or by Agilent with respect to Former Agilent Participants) may be set forth in Appendices to the Plan adopted by the Company. The Appendices will indicate whether their provisions are supplemental to or exclusive of the provisions of the Plan. Any and all decisions involving the interpretation of the Plan’s provisions, including but not limited to, eligibility, contributions, vesting, investments, valuations, distributions, withdrawals and loans, shall be made by the Benefits Committee in its sole discretion.


SECTION 2.	DEFINITIONS.

(a) “Accounts” means, to the extent applicable to a Participant, one or more of the accounts set forth in Section 7(a).

(b) “Affiliate” means any entity (whether corporation, partnership, joint venture or other entity) a substantial percentage of the equity interest of which is owned by the Company, by one or more Subsidiaries, or by the Company together with one or more Subsidiaries and which has been designated by the Company as an Affiliate for purposes of the Plan. In addition, until and through October 31, 2014, Affiliate includes Agilent and each member of Agilent’s “affiliated group” as defined in the Agilent 401(k) Plan as of August 1, 2014.

(d) “Agilent” means Agilent Technologies, Inc., a Delaware corporation.

(e) “Agilent 401(k) Plan” means the Agilent Technologies, Inc. 401(k) Plan, as in effect on the Operational Separation Date.

(f) “Beneficiary” means the person or persons described in Section 13(j).

(g) “Benefits Committee” means a committee initially appointed by the Board. Committee members may be removed and appointed by any officer of the Company. The Benefits Committee’s duties and responsibilities shall be documented in its charter.

(h) “Board” means the board of directors of the Company.

(i) “Code” means the Internal Revenue Code of 1986, as amended from time to time.

(j) “Company” means Keysight Technologies, Inc., a Delaware corporation.

(k) “Covered Compensation” means the regular wage or salary received by a Participant from a Participating Company, including Deferred Contributions made pursuant to Section 4, deferrals made pursuant to section 125 or 132(f)(4) of the Code under the Keysight Technologies, Inc. Cafeteria Plan, and commissions and shift differentials, pay for flexible time off, sick leave, vacation, jury duty, bereavement and other approved paid time off, and other payments classified as Covered Compensation pursuant to the Company’s payroll practices. Covered Compensation shall not include any compensation paid to a Participant for periods during which he or she is not an Eligible Employee, nor compensation deferred under the Keysight Technologies, Inc. 2014 Deferred Compensation Plan, nor overtime or other premium pay, compensation for work in excess of the regular work week, bonuses or incentive pay, severance pay, cash profit-sharing payments, sick leave payments payable as a lump sum, the Company contribution to the Keysight Technologies, Inc. Employee Stock Purchase Plan, nor other special compensation of any kind. In addition, through October 31, 2014, Covered Compensation shall not include the Company contribution to the Agilent Technologies, Inc. Employee Stock Purchase Plan.

Covered Compensation shall not exceed $200,000 (as adjusted by the Commissioner of Internal Revenue for increases in the cost of living in accordance with sections 401(a)(17) and 415(d) of the Code) for a Plan Year. The cost-of-living adjustment in effect for a calendar year applies to any period, not exceeding 12 months, over which compensation is determined (determination

period) beginning in such calendar year. If a determination period consists of fewer than 12 months, the annual compensation limit will be multiplied by a fraction, the numerator of which is the number of months in the determination period, and the denominator of which is 12. Notwithstanding the above, for purposes of this definition, the Plan Administrator may elect to restrict the amount of a Participant’s Covered Compensation in accordance with section 401(a)(17) at the end of a Plan Year, rather than throughout the Plan Year.

(l) “Deferred Contributions” means amounts contributed to the Plan by the Participating Companies on behalf of Participants pursuant to Section 4 and, with respect to Former Agilent Participants, their “deferred contributions” as of the Operational Separation Date or Transfer Date, as applicable, under the Agilent 401(k) Plan.

(m) “Distribution Date” means November 1, 2014, the date the Company is no longer a member of the Agilent controlled group of corporations (within the meaning of section 1563(a) of the Code).

(n) “Eligible Employee” means any Employee on the United States Payroll of a Participating Company, other than: (i) an Employee whose employment is covered by a collective bargaining agreement (unless such agreement expressly provides for participation in the Plan); (ii) an Employee who is a nonresident alien with respect to the United States and who derives no earned income from a United States source (unless such Employee has been designated as an Eligible Employee by the Company); (iii) an Employee who is a United States citizen working outside the United States, unless he or she is on a United States Payroll; (iv) an Employee who is a resident of Puerto Rico; (v) an Employee who is deemed to be an employee of a member of the Affiliated Group pursuant to section 414(n) of the Code but who is not in fact a common-law employee of such member of the Affiliated Group; (vi) an Employee who is on the Company’s flexible work force, including, but not limited to, leased employees, temporary employees, freelancers and short

term employees; (vii) any individual who is subject to a written agreement that provides that such individual shall not be eligible to participate in the Plan; (viii) any individual that a member of the Affiliated Group has not treated as an Employee during any period and, for that reason, has not withheld employment taxes with respect to that individual, even in the event that the individual is determined, retroactively, to have been an Employee during all or any portion of that period; and (x) any Employee or group of Employees designated in writing by the Company as ineligible to participate in the Plan. An Eligible Employee shall be deemed to remain an Eligible Employee throughout any period of military service, if such Employee returns to active employment with a member of the Affiliated Group while his or her reemployment rights are protected by law. An individual’s status as an Eligible Employee shall be determined by the Plan Administrator in its sole discretion and such determination shall be conclusive and binding on all persons.

(o) “Employee” means any individual employed by any member of the Affiliated Group.

(p) “ERISA” means the Employee Retirement Income Security Act of 1974, as it may be amended from time to time.

(q) “Former Agilent Participant” means (i) any Keysight Group Employee who is entitled to a benefit under the Agilent 401(k) Plan immediately prior to the Operational Separation Date or (ii) any Subsequently Transferred Keysight Employee who is entitled to a benefit under the Agilent 401(k) Plan immediately prior to his or her Transfer Date. Any Former Agilent Participant who transfers employment to Agilent prior to November 1, 2014 shall be considered a Former Agilent Participant up until such transfer date, and not thereafter.

(r) “Funds” means to the extent applicable, the funds described in Section 8(a).

(s) “Investment Manager” means a person who is appointed by the Plan Administrator to direct the investment and reinvestment of all or any part of the Trust Fund pursuant to Section 14

(b), whether or not such person is an “investment manager” as such term is defined in section 3(38) of ERISA.

(t) “Keysight Group Employee” means an individual who, as of the Operational Separation Date is, (i) employed by, or on an approved leave of absence from, the Company or any of its Affiliates (other than Agilent) or (ii) as of the Operational Separation Date is, (A) a former employee of Agilent whose most recent employment with Agilent was in the business of the Company or (B) an individual identified as a former Company employee on the list prepared by Agilent and supplied to the Company.

(u) “Loan Account” means the account established for a Participant under Section 12(d) from which all loan amounts are disbursed to the Participant and to which are credited all payments in satisfaction of the Participant’s loan obligations to the Plan.

(v) “Operational Separation Date” means August 1, 2014.

(w) “Participant” means any individual who is accruing benefits under the Plan or who is receiving or entitled to receive benefits under the Plan. “Participant” shall also include an alternate payee for whom a separate account is established, but shall not include a Beneficiary.

(x) “Participating Company” means the Company and each member of the Affiliated Group which has been designated as a Participating Company by the Company and which has accepted such designation by action of its board of directors.

(y) “Payday” means the sixth (6th) and twenty-first (21st) day of each month or the Company’s last business day immediately preceding such dates.

(z) “Payroll” means the system used by an entity to pay those individuals it regards as its common law employees for their services and to withhold employment taxes from the compensation it pays to such common law employees. “Payroll” does not include any system an

entity uses to pay individuals whom it does not regard as its common law employees and for whom it does not actually withhold employment taxes (including, but not limited to, individuals it regards as independent contractors) for their services.

(aa) “Plan” means the Keysight Technologies, Inc. 401(k) Plan, as set forth herein and as it may be amended from time to time.

(bb) “Plan Administrator” means the Benefits Committee unless otherwise delegated in accordance with Section 14(e).

(cc) “Plan Benefit” means the benefit payable to a Participant or Beneficiary, determined under Section 10.

(dd) “Plan Year” means the calendar year; provided, however that the initial Plan Year shall commence on August 1, 2014 and end on December 31, 2014.

(ee) “Regular Company Contributions” means amounts contributed to the Plan by the Participating Companies on behalf of Participants pursuant to Section 5 and, with respect to Former Agilent Participants, their “regular company contributions” as of the Operational Separation Date or Transfer Date under the Agilent 401(k) Plan.

(ff) “Required Beginning Date” means, with respect to a Participant, the latest date by which Plan benefits may commence to the Participant. With regard to a Participant who is not a five-percent (5%) owner, such date shall be the April 1 that next follows the later of (A) the calendar year in which the Participant attains age seventy and one-half (70½), or (B) the calendar year in which the Participant’s employment by the Affiliated Group terminates. With regard to a Participant who is a five-percent (5%) owner, such date shall be the April 1 that next follows the calendar year in which the Participant attains age seventy and one-half (70½).

For purposes of this Subsection, a Participant shall be considered a five-percent (5%) owner if the Participant is a five-percent (5%) owner determined in accordance with section 416 of the

Code but without regard to whether the Plan is top-heavy and taking into account any modifications under section 401(a)(9) of the Code.

(gg) “Rollover Accounts” means, to the extent applicable to a Participant, one or more Rollover Accounts established pursuant to Section 13(l) or 13(m), to which the Participant’s rollover or transfer contributions are credited and, with respect to Former Agilent Participants, their “rollover accounts” as of the Operational Separation Date or Transfer Date, as applicable under the Agilent 401(k) Plan.

(hh) “Subsequently Transferred Keysight Employee” means any individual who is actively employed by, or on a leave of absence from, Agilent who moves to the employ of the Company from Agilent after the Operational Separation Date and prior to the Distribution Date.

(ii) “Subsidiary” means any corporation with respect to which the Company, one or more Subsidiaries, or the Company together with one or more Subsidiaries own not less than eighty percent (80%) of the total combined voting power of all classes of stock entitled to vote or not less than eighty percent (80%) of the total value of all shares of all classes of stock. For purposes of Section 6, the phrase “more than fifty percent (50%)” shall be substituted for the phrase “not less than eighty percent (80%)” wherever the latter phrase occurs in the preceding sentence.

(jj) “Transfer Date” means the date on which a Subsequently Transferred Keysight Employee moves to the employ of the Company from Agilent.

(kk) “Trust Agreement” means that certain trust agreement initially made by and between the Company and the Trustee as it may be amended from time to time, providing for the receipt and investment of contributions under the Plan, and any successor or additional trust agreement between the Plan Administrator and a Trustee or Trustees. To the extent not inconsistent, the terms of the Trust Agreement are incorporated herein by reference.

(ll) “Trustee” means the trustee initially appointed by the Company, and any successor or additional trustee or trustees appointed by the Plan Administrator pursuant to the Trust Agreement.

(mm) “Trust Fund” means the trust fund established pursuant to the Trust Agreement.

(nn) “Trust” means the trust established by the Trust Agreement.

(oo) “Valuation Date” means each business day the New York Stock Exchange is open.


SECTION 3.	ELIGIBILITY AND PARTICIPATION.

(a) Eligibility and Commencement of Participation . Any individual who was a Former Agilent Participant or who is an Eligible Employee on the Operational Separation Date or Transfer Date, as applicable, shall commence participation as of the Operational Separation Date or Transfer Date, as applicable, in accordance with the terms of the Plan. Each other Employee may commence participation in the Plan as soon as administratively practicable on or following the date he or she becomes an Eligible Employee.

(b) Suspension of Participation . A Participant’s participation in the Plan shall be suspended for any period during which he or she:

(i) Is on a formal leave of absence without pay authorized by the Company; or

(ii) Ceases to qualify as an Eligible Employee but remains an Employee.

Notwithstanding any other provision of the Plan to the contrary except Section 13(o), a Participant shall not make any Deferred Contributions nor receive any allocation of Regular Company Contributions with respect to any period of suspension. However, during any such period, the Participant’s Accounts shall continue to share in the income, gains, losses and expenses of the Trust Fund, and such Participant may continue to make investment directions pursuant to Section 8 hereof.

(c) Termination of Participation . An individual shall cease to be a Participant as of the date he or she ceases to be an Employee, unless the individual is entitled to benefits hereunder, in

which event he or she shall cease to be a Participant on the earlier of the date of his or her death or the date no further amount is payable to the individual hereunder.


SECTION 4.	DEFERRED CONTRIBUTIONS.

(a) Rate of Contributions . Subject to the limitations of Appendix B and in accordance with the administrative procedures established by the Plan Administrator each Participant whose participation is not suspended may elect to make Deferred Contributions to the Plan at a rate equal to any whole percentage of the Participant’s Covered Compensation during such Plan Year not to exceed fifty percent (50%). All Deferred Contributions shall be deemed to be employer contributions to the Plan and a Participant’s election to commence making Deferred Contributions shall constitute an election (for Federal tax purposes and, wherever permitted, for state and local tax purposes) to have his or her taxable compensation reduced by the amount of all Deferred Contributions.

A Participant may cause an election to make Deferred Contributions to be made by one of the three following methods:

(i) The deferral election in effect immediately prior to the Operational Separation or Transfer Date, as applicable, of a Former Agilent Participant who is an Employee on the Operational Separation Date or Transfer Date, as applicable, shall remain in effect for purposes of this Plan as of the Operational Separation Date or Transfer Date, as applicable.

(ii) Upon initially becoming an Eligible Employee, a Participant (including a Former Agilent Participant who is not an Employee on the Operational Separation Date or Transfer Date, as applicable) shall be deemed to elect to make pre-tax Deferred Contributions at the rate of three percent (3%) of the Participant’s subsequently earned Covered Compensation (and have those Deferred Contributions invested in a Fund designated by the Plan Administrator, until an alternative investment election is received) effective on the first day on which such Participant commences participation in the Plan, by failing to make an election in the manner prescribed by the Plan Administrator; or

(iii) A Participant may elect in the manner prescribed by the Plan Administrator, to make no Deferred Contributions; or to make Deferred Contributions at a different rate (subject to the limitations set forth above); or to elect a different Fund(s).

If a former Participant is reemployed by a Participating Company as an Eligible Employee or if an Employee is in a suspension status described in Section 3(b) on the date he or she would otherwise recommence participation in the Plan, he or she shall first elect making Deferred Contributions as soon as administratively practicable on or after the day he or she is rehired or is no longer in suspension status, as applicable, in accordance with the above Sections 4(a)(ii) and (iii).

(b) Revocation and Change in Election . Each Participant may elect to revoke or change the elections described in Section 4(a) by giving notice to the Plan Administrator in the manner prescribed by the Plan Administrator. Such election shall take effect as of the first day of a payroll period as soon as administratively practicable following the date the notice is received.

Notwithstanding any other provision of the Plan to the contrary, a Participant may elect to withdraw contributions made pursuant to Section 4(a)(i) above, and the earnings attributable thereto, if the election is made no later than ninety (90) days after the date the first such contribution is made to the Plan. A Participant who elects a withdrawal under this Section 4(b) shall receive a distribution of all contributions made pursuant to Section 4(a)(i), and earnings attributable thereto, credited to his or her Accounts through the pay period beginning before the effective date of this election. These withdrawals shall be made in accordance with Section 414(w) of the Code and any Treasury Regulations issued thereunder. Any Regular Company Contributions made by the Participating Companies with respect to any Deferred Contributions withdrawn by a Participant under this provision will be immediately forfeited, and used to reduce future Regular Company Contributions to be made as soon as administratively feasible.

(i) Subsequent to the election described in Section 4(a), a Participant may suspend all Deferred Contributions at any time by giving notice to the Plan Administrator in the manner prescribed by the Plan Administrator. Such suspension shall take effect as of

the end of a payroll period as soon as administratively practicable following the date the notice is received.

(ii) A Participant who has voluntarily suspended Deferred Contributions may resume Deferred Contributions by giving notice to the Company in the manner prescribed by the Plan Administrator. Such contributions shall take effect as soon as administratively practicable following the date the notice is received.

(iii) A Participant’s Deferred Contributions shall automatically terminate upon the termination of the Participant’s employment by the Affiliated Group.

(d) Time and Form of Contribution . Deferred Contributions shall be withheld from the Participant’s Covered Compensation through regular payroll deductions. All Deferred Contributions shall be made in cash and paid to the Trustee and invested pursuant to Section 8 as soon as reasonably practicable following the end of the payroll period in which they are withheld. In most cases, the date Deferred Contributions are funded shall be the Payday (or as soon as administratively practicable) with respect to the payroll period for which the Contribution is made.

(e) Compliance With Other Contribution Limitations . Notwithstanding the foregoing provisions of this Section 4, the Plan shall be administered in accordance with Section 6 and Appendix B. In order to maintain the qualified status of the Plan under section 401(a) of the Code, or to preserve the status of Deferred Contributions as employer contributions under section 401(k) of the Code, at any time in a Plan Year the Plan Administrator may reduce the maximum whole percentage at which Deferred Contributions will be made to the Plan by a Participant during the remainder of the Plan Year, or the Plan Administrator may require that such a Participant discontinue all Deferred Contributions for the remainder of the Plan Year. Such a reduction or discontinuance of Deferred Contributions may be applied selectively to individual Participants or to particular classes of Participants, as the Plan Administrator may determine. Upon the close of each Plan Year,

or on such earlier date as the Plan Administrator may determine, any reduction or discontinuance made pursuant to this Section 4(e) shall cease to apply to the Participant until the Plan Administrator again determines that a reduction or discontinuance of Deferred Contributions is necessary or desirable for the Participant.

In addition to requiring a prospective reduction or discontinuance of Deferred Contributions, the Plan Administrator may distribute to any Participant his or her Deferred Contributions, if any, that are determined to be “Excess Contributions” or “Excess Deferrals” (as defined in Section 1 of Appendix B) and any income or losses attributable thereto in the manner set forth in Section 2 of Appendix B.


SECTION 5.	REGULAR COMPANY CONTRIBUTIONS.

(a) Amount . The Participating Companies shall make Regular Company Contributions to the Plan for each payroll period in an amount equal to the sum of (i) one hundred percent (100%) of the Deferred Contributions of each Participant made to the Plan up to the first three percent (3%) of Covered Compensation deferred during such payroll period, plus (ii) fifty percent (50%) of the Deferred Contributions of each Participant made to the Plan for the next two percent (2%) of Covered Compensation deferred during such payroll period.

(b) Allocation . The Regular Company Contributions for each payroll period shall be allocated among the Regular Company Contribution Accounts of all Participants who made Deferred Contributions for such payroll period in a manner that is consistent with the matching rates established in Section 5(a).

(c) Time and Form of Contribution . All Regular Company Contributions shall be made in cash and paid to the Trustee and invested pursuant to Section 8 as soon as reasonably practicable following each Payday.

(d) Compliance with Other Contribution Limitations . Notwithstanding the foregoing provisions of this Section 5, the Plan shall be administered in accordance with Section 6 and Appendix B. The Plan Administrator may distribute to any Participant the Regular Company Contributions, if any, made on his or her behalf that are determined to be “Excess Aggregate Contributions” (as defined in Section 1 of Appendix B) and any income or losses attributable thereto in the manner set forth in Section 3 of Appendix B.


SECTION 6.	LIMITATION ON CONTRIBUTIONS.

(a) Maximum . The Annual Additions (as defined in section 415(c)(2) of the Code) with respect to a Participant for any Limitation Year shall not exceed the maximum permissible amount specified in section 415(c)(1) of the Code. The Limitation Year shall mean the Plan Year.

(b) Aggregation . If a Participant in this Plan is also a Participant in another defined contribution plan maintained by the Company, the aggregate Annual Additions of the Participant under this Plan and such other plan(s) shall not exceed the maximum specified in section 415(c)(1) of the Code. The Plan Administrator shall prescribe such rules as may be necessary or appropriate with respect to applying this limit to the respective plans involved so as to insure that the aggregate limit on Annual Additions is not exceeded.

(c) Incorporation of Section 415 . In order to insure compliance with section 415 of the Code, the Plan hereby incorporates said section by reference as though it were set out as part of this Plan. In applying section 415 of the Code to this Plan, the Plan shall include each grandfather or transition rule provided by such section or any law amending such section, in order to allow the largest benefit otherwise payable hereunder, or under other plans maintained by the Company, to be paid.

(d) Account Reduction . If, as a result of a reasonable error in estimating a Participant’s compensation, the allocation of forfeitures or other limited facts and circumstances which the Commissioner of Internal Revenue finds to be applicable, the Annual Additions of a Participant exceed the maximum permissible amount as of the date of any allocation made with respect to the Limitation Year, such excess shall be reduced as follows:

(i) First by returning to such Participant, to the extent necessary, his or her Deferred Contributions with investment gains attributable to such contributions.

(ii) Second, to the extent that such excess cannot be returned to such Participant, such amounts shall be used to reduce Regular Company Contributions for the next Limitation Year for that Participant (and succeeding Limitation Years, as necessary) if that Participant is covered by the Plan as of the end of the Limitation Year. If that Participant is not covered by the Plan as of the end of the Limitation Year, such excess shall be allocated to a suspense account for the Limitation Year and reallocated among the Accounts of active Participants as of the last day of the next Limitation Year (and succeeding Limitation Years) until the excess is exhausted, provided that the Annual Addition limit with respect to any Participant may not be exceeded in any Limitation Year. In the event of termination of the Plan, the suspense account for the Limitation Year shall revert to the Company to the extent it may not then be allocated to any Participant’s Account.

(iii) Notwithstanding any other provision contained in the Plan to the contrary, the Company shall not make any contribution to the Plan in a year following the year in which a suspense account as described in subparagraph (e)(ii) above is in existence until such suspense account has been allocated and reallocated as provided for herein.


SECTION 7.	ACCOUNTS AND VALUATION.

(a) Accounts . Accounts shall be maintained for each Participant as follows:

(i) Accounts in the name of each type of contribution and corresponding investment shall be maintained for each Participant as appropriate (e.g., Regular Company Contribution Intermediate Bond Account, Deferred Contribution Social Equity Account and Rollover Contribution U.S. Small Cap Core Index Account).

(ii) A “Loan Account” consisting of an amount equal to the outstanding principal and accrued interest under the Participant’s promissory note(s) held in the Loan Fund.

The establishment of any Account shall not limit the Plan Administrator’s right to select, modify or terminate any investment choice under the Plan.

(b) Valuation of Accounts . A Participant’s interest in each Account (other than a Loan Account) shall be represented by units of participation. Each Account (other than a Loan Account) shall be adjusted as of each Valuation Date by the Trustee to reflect any change in the unit value of the Account since the immediately preceding Valuation Date. The unit value of the Account shall be based on the fair market value of the Account, appropriately adjusted by the Trustee for any realized or unrealized investment income, gains, losses and expenses. A Participant’s number of units shall be adjusted to reflect any distributions, withdrawals or loans pursuant to Section 10, 11 or 12, or the establishment of an account for an alternate payee pursuant to Section 13(b), from the Participant’s Accounts. The valuation of units of participation will be based on values as of the close of business on each Valuation Date, and all transactions under the Plan will be based on this valuation.


SECTION 8.	INVESTMENT OF ACCOUNTS.

(a) Investment Funds . The Trust Fund shall be composed of, and invested and reinvested in, various Funds the Plan Administrator may choose from time to time in addition to the Loan Fund. The Loan Fund shall be invested solely in promissory notes which are the obligations of Participants pursuant to Section 12. Cash transferred from other Funds pursuant to Section 12(d) shall be applied to fund loans to Participants, and cash derived from principal and interest payments shall be transferred to other Funds pursuant to Section 12(e).

(b) Investment Directions . A Participant may direct the investment of the Participant’s combined Deferred Contributions, Roth Deferred Contributions, Regular Company Contributions and contributions pursuant to Sections 13(l) and 13(m) among the Funds described in Section 8(a) (other than the Loan Fund) in the manner prescribed by the Plan Administrator at the time of enrollment or reenrollment. The Participant may change the Participant’s investment directions for his or her combined Deferred Contributions, Roth Deferred Contributions, Regular Company Contributions and contributions pursuant to Sections 13(l) and 13(m) on a daily basis by instructing the Trustee in the manner prescribed by the Plan Administrator. Following enrollment or reenrollment in the manner prescribed by the Plan Administrator, a Participant shall specify the percentage of the Participant’s combined Deferred Contributions, Regular Company Contributions and contributions pursuant to Sections 13(l) and 13(m) to be invested in such Funds. Investment elections shall be in such minimum percentage amounts with respect to each Fund as permitted by the Plan Administrator or the Trustee.

(c) Reinvestment Directions . On a daily basis, by instructing the Trustee in the manner prescribed by the Plan Administrator, a Participant may direct the reinvestment of the Participant’s combined Rollover Account, Deferred Contribution Account, Roth Deferred Contribution Account, and Regular Company Contribution Account among the Funds described in Section 8(a) (other than the Loan Fund). A Participant shall specify the reinvestment amounts of the Participant’s combined Rollover Account, Deferred Contribution Account and Regular Company Contribution Account to be invested in such Funds.

(d) No Investment Directions . In the event that a Participant fails to direct any portion of his or her Account(s), such portion shall be invested in a Fund designated by the Plan Administrator.


SECTION 9.	VESTING.

A Participant’s interest in his or her Accounts shall be one hundred percent (100%) vested and nonforfeitable at all times.


SECTION 10.	DISTRIBUTION OF PLAN BENEFITS.

(a) Amount and Form of Distribution . A Participant’s Plan Benefit with respect to his or her Deferred Contribution Account, Regular Company Contribution Account and Rollover Account, if any, shall consist of the cash credited to such Accounts valued on the Valuation Date on or following the date the Trustee receives a claim pursuant to Section 16 or, in the event of no claim, on the Valuation Date as of which the Trustee processes the distribution of the Participant’s Plan Benefit. In the event that the Participant is deceased, distribution shall be made to his or her Beneficiary.

A Plan Benefit shall be paid in a lump sum distribution consisting of cash.

(b) Time of Distribution .

(i) The following rules shall govern the time of distribution of the Participant’s lump sum distribution:

(A) If the amount of the Participant’s Plan Benefit does not exceed $1,000 (determined as of the date of distribution), the Participant’s lump sum distribution shall be distributed as soon as reasonably practicable after the Participant ceases to be an Employee;

(B) If the amount of the Participant’s Plan Benefit exceeds $1,000 (determined as of the date of distribution), the Participant’s Plan Benefit shall not be distributed until he or she ceases to be an Employee and has elected to receive the Plan Benefit pursuant to Section 16 or, in the event of no claim, in a lump sum distribution as soon as administratively practicable after the date the Participant attains age 65 (the “Normal Retirement Age”).

(C) If the Participant is deceased, the Participant’s Plan Benefit shall be paid to his or her Beneficiary no later than 12 months after the date of the Participant’s death.

(D) A Participant who has been on active duty for more than 30 days will be treated as having been severed from employment during any period he or she is performing uniformed service described in Section 3401(h)(2)(A) of the Code. If a Participant relies on this treatment under the Heroes Earnings Assistance and Relief Tax Act of 2008 (“HEART Act”) in order to receive a distribution of his or her Plan Benefit, (“HEART Act Distribution”), the Participant may not make Deferred Contributions during the 6-month period beginning on the date of such distribution.

(ii) In no event shall Plan Benefits be payable from this Plan as a result of the Company ceasing to be a member of the Agilent controlled group of corporations (within the meaning of section 1563(a) of the Code) as of the Distribution Date.

(c) Latest Commencement Permitted . Notwithstanding any other provision of the Plan to the contrary, distribution of a Participant’s Plan Benefit shall be made not later than his or her Required Beginning Date and all distributions will be made in accordance with the requirements of section 401(a)(9) of the Code and the regulations thereunder. With respect to distributions under the Plan made for calendar years beginning on or after January 1, 2001, the Plan will apply the minimum distribution requirements of section 401(a)(9) of the Internal Revenue Code in accordance with the regulations under section 401(a)(9) that were proposed on January 17, 2001, notwithstanding any provision of the Plan to the contrary. This provision shall continue in effect until the end of the last calendar year beginning before the effective date of final regulations under section 401(a)(9) or such other date as may be specified in guidance published by the Internal Revenue Service.


SECTION 11.	WITHDRAWALS.

(a) Age Fifty-Nine and One-Half . Upon giving notice in the manner prescribed by the Plan Administrator and satisfying the requirements of this Section 11(a), a Participant who is an Employee may, with such frequency as may be established by the Plan Administrator, withdraw from his or her Regular Company Contribution Account, Deferred Contribution Account and Rollover Account, if any (but not his or her Loan Account), an amount in cash which is not more than the value of the Participant’s Accounts (other than his or her Loan Account) as of the date the withdrawal was made, only if the Participant will have attained age fifty-nine and one-half (59½) at the time the withdrawal is to be made. All withdrawals pursuant to this Section 11(a) shall be in a minimum amount of one thousand dollars ($1,000.00) or, if less, the entire value (adjusted as provided in Section 7(b)) of the Participant’s Regular Company Contribution Account, Deferred Contribution Account and Rollover Account as of the date the withdrawal is made. The Participant’s Accounts which funded the withdrawal shall be adjusted to reflect the value of such Accounts as of the date the Trustee liquidates such Accounts to fund the withdrawal.

(b) Hardship Withdrawals . Notwithstanding Section 11(a), a Participant who is an Employee may in the event of a financial hardship, request a hardship withdrawal in the manner prescribed by the Plan Administrator. Such withdrawal shall be an amount in cash of not less than one thousand dollars ($1,000) or one hundred percent (100%) of the limit in the immediately succeeding sentence if less than one thousand dollars ($1,000). Hardship withdrawals shall be limited to the value (adjusted as provided in Section 7(b)) of the Participant’s Deferred Contribution Account and Rollover Account as of the date the withdrawal was made, but shall not include Regular Company Contributions or earnings on the Deferred Contribution Account and Regular Company Contribution Account, or, with respect to former participants in the Hewlett-Packard Company Tax

Saving Capital Accumulation Plan whose accounts were transferred to the Agilent 401(k) Plan from the Hewlett-Packard Company Tax Saving Capital Accumulation Plan as of June 2, 2000, “regular company contributions” or earnings on the “deferred contribution account” and “regular company contribution account” with respect to the period from January 1, 1989 through June 2, 2000 under the Hewlett-Packard Company Tax Saving Capital Accumulation Plan. The Participant’s Accounts which funded the withdrawal shall be adjusted to reflect the value of such Accounts as of the date the Trustee liquidates such Accounts to fund the withdrawal.

A distribution shall be on account of a financial hardship only if the distribution is made on account of an immediate and heavy financial need and is necessary to satisfy such financial need. The Plan Administrator shall make its determination regarding the propriety of specific hardship withdrawals based on the Participant’s representations made in the manner prescribed by the Plan Administrator.

(i) The following shall constitute an immediate and heavy financial need:

(A) Medical expenses described in Code section 213(d) incurred by, or necessary to obtain medical care for, the Participant, the Participant’s spouse, or any dependents of the Participant (as defined in Code section 152) (determined without regard to whether the expenses exceed 7.5% of adjusted gross income);

(B) Purchase or construction (excluding mortgage payments) of a principal residence of the Participant;

(C) Payment of tuition, related educational fees and room and board expenses for the next 12 months of post-secondary education for the Participant, his or her spouse, children, or dependents (as defined in Code section 152, without regard to sections 152(b)(1), (b)(2) and (d)(1)(B));

(D) The need to prevent the eviction of the Participant from his or her principal residence or foreclosure on the mortgage of the Participant’s principal residence;

(E) Payments for burial or funeral expenses for the Participant’s deceased parent, Spouse, children or dependents (as defined in Code section 152, without regard to Code section 152(d)(1)(B));

(F) Expenses for the repair of damage to the Participant’s principal residence that would qualify for the casualty deduction under Code section 165 (determined without regard to whether the loss exceeds 10% of adjusted gross income);

(G) Expenses or payments under subsections (A), (C) and (E), above (or (H), below, if applicable), incurred by or relating to the Participant’s designated Beneficiary; or

(H) A financial need that has been identified as a deemed immediate and heavy financial need in a ruling, notice or other document of general applicability issued under the authority of the Commissioner of Internal Revenue.

(ii) A distribution on account of an immediate and heavy financial need shall be deemed necessary to satisfy such need only if:

(A) The amount withdrawn does not exceed the amount of the immediate and heavy financial need, increased by the amount of any anticipated federal and state income taxes and penalties resulting from the hardship distribution. Any amounts necessary to pay such taxes or penalties shall not exceed a uniform amount determined by the Plan Administrator in its sole discretion;

(B) The Participant has obtained all distributions, other than hardship distributions, and all nontaxable loans currently available under all plans maintained by the Affiliated Group;

(C) The Participant’s contributions to the Plan, and to the Company’s Employee Stock Purchase Plan, will be suspended for at least 6 months after receipt of the hardship distribution (including a hardship distribution received under the Agilent 401(k) Plan by a Former Agilent Participant whose accounts were transferred to this Plan from the Agilent 401(k) Plan as of the Operational Separation Date or Transfer Date, as applicable); and

(c) Rollover Account Withdrawals . Notwithstanding Section 11(a), a Participant who has one or more Rollover Accounts may at any time withdraw from such Accounts any amount which does not exceed the balance in such Accounts as of any Valuation Date. A Participant who wishes to make a withdrawal under this Subsection (c) shall file an election with the Plan Administrator in the prescribed manner.


SECTION 12.	LOANS.

(a) Eligibility for Loans . A Participant may, in the manner prescribed by the Plan Administrator, elect to borrow from any of his or her eligible Accounts; provided, however, that a Participant shall not be eligible to elect to borrow any amount under the Plan if he or she has an outstanding loan obligation under the Plan that is in default or if he or she is (i) suspended pursuant to Section 3(b); (ii) eligible for and receiving benefits under the Keysight Technologies, Inc. Disability Plan; or (iii) not employed by a Participating Company on a regular basis.

(b) Amount of Loans . No loan shall be granted under the Plan to the extent that it would cause the aggregate balance of all loans which a Participant has outstanding under the Plan and under any other qualified plan maintained by a member of the Affiliated Group to exceed an amount equal to the lesser of: (i) fifty thousand dollars ($50,000), less the amount by which the highest aggregate balance has been reduced by repayments during the 12-month period ending on the day before the day on which the new loan is to be made, or (ii) fifty percent (50%) of the vested value of all of the Participant’s Accounts under the Plan and accounts under any other qualified plan maintained by a member of the Affiliated Group.

(c) Terms of Loans . All loans granted under the Plan shall be on such terms and conditions as the Plan Administrator may determine, provided that all loans shall:

(i) Be made pursuant to a promissory note secured by fifty percent (50%) of all of the Participant’s Accounts;

(ii) Be amortized over twelve (12), twenty-four (24), thirty-six (36) or forty-eight (48) months, as the Participant shall elect;

(iii) Bear interest at a rate equal to the prime interest rate as published by Reuters, plus one-half of one percent (½%), as of the last day of the month preceding the month in which the loan is requested unless the Plan Administrator determines that a different rate should apply;

(iv) Provide for repayment in full on or before the date when distribution of the Participant’s Plan Benefit is to commence; and

(v) Be in an amount in cash of not less than one thousand dollars ($1,000).

(d) Source of Loans . The assets in a Participant’s Accounts shall be liquidated as necessary to fund the Participant’s loan in a pro rata manner.

To the extent all of a Participant’s Accounts invested in a particular Fund are not required to be liquidated to fund the Participant’s loan, the Participant’s Accounts invested in that Fund shall be liquidated in the following order: the Participant’s Rollover Account; the Participant’s Regular Company Contribution Account; and the Participant’s Deferred Contribution Account.

The Participant’s Accounts which funded the loan shall be adjusted to reflect the value of such Accounts as of the date the Trustee liquidates such Accounts to fund the loan. The proceeds of the liquidation of the Participant’s Accounts shall be deposited to the Participant’s Loan Account and immediately thereafter disbursed to the Participant.

(e) Withholding and Application of Loan Payments . Regular principal and interest payments shall be made through irrevocable periodic United States Payroll deductions from the Participant’s compensation from members of the Affiliated Group (or, with the approval of the Plan Administrator, by check during a period of suspension described in Section 3(b)). Principal and interest payments shall be made to the Trustee as soon as administratively practicable following the end of the payroll period commencing approximately two weeks, but as soon as administratively practicable, after the date a Participant receives his or her loan proceeds. The Plan Administrator

may require a Participant to prepay principal and interest payments or may require the Participant to deposit additional security acceptable to the Plan Administrator with the Plan in accordance with uniform and nondiscriminatory rules adopted by the Plan Administrator and incorporated herein by reference. Principal and interest payments first shall be credited to the Participant’s Loan Account (and any loss caused by nonpayment of such loan shall be borne solely by such Account) and then shall be transferred to the Participant’s Accounts (in the reverse order in which such Accounts provided funding for the loan) to be invested according to the Participant’s latest investment election under Section 8(b). A loan may be prepaid in full effective as of the date the payment is received by the Trustee (except for Paydays, in which case the effective date of the repayment may be the date immediately following the Payday). Such a prepayment shall be in the form of a cashiers check, money order, or via wire transfer. No partial prepayments shall be permitted. A loan shall be deemed repaid upon distribution of the Participant’s Plan Benefit pursuant to Section 10 unless, prior to distribution, the loan is repaid by the Participant during a grace period established by the Plan Administrator.

(f) Security and Default . Prior to repayment, a promissory note shall be considered in default in the event the borrower dies, terminates his or her participation in the Plan, a payment is, or a series of payments are, not made when due, the borrower files for relief under the United States Bankruptcy Code, the loan becomes a deemed distribution under section 72(p) of the Code or the Plan is terminated. In the event a default occurs and is not cured within any grace period established by the Plan Administrator, the full amount due under the note shall become immediately due and payable. In such event, the Plan Administrator, in its sole discretion, shall take such actions as it deems necessary or appropriate to cause the Plan to realize on its security for the loan. These actions may include (without limitation) repaying the loan out of any Plan Benefit then distributable or

repaying the loan out of the proceeds of an involuntary withdrawal from the Participant’s Accounts, whether or not the withdrawal would be permitted under Section 11 on a voluntary basis; provided that an involuntary withdrawal from the Participant’s Accounts shall be made only in circumstances under which a withdrawal would not cause the Plan to violate the requirements of sections 401(a) and 401(k) of the Code.

(g) Maximum Number of Loans . A Participant shall have no more than two loans outstanding under the Plan at any time.

(h) Transferred and Rolled Loans . To the extent the Plan includes loans transferred from the Agilent 401(k) Plan as of the Operational Separation Date or Transfer Date as applicable, or initiated under a plan of an entity acquired by the Company, which was merged, in whole or in part, with the Plan or from which assets, including such loans, were otherwise transferred or rolled over into the Plan, such loans shall continue in effect subject to the terms and conditions in effect as of the date of the transfer or rollover or as may be otherwise modified to conform with administrative and payroll procedures of the Company.


SECTION 13.	GENERAL PROVISIONS.

(a) No Assignment of Rights . The interest and property rights of any person in the Plan, in the Trust Fund or in any distribution to be made under the Plan shall not be subject to option nor be assignable, either by voluntary or involuntary assignment or by operation of law, including (without limitation) bankruptcy, garnishment, attachment or other creditor’s process, and any act in violation hereof shall be void, except that the following shall not constitute a violation of this Section 13(a):

(i) A payment pursuant to a domestic relations order, if such order (A) is determined to be a “qualified domestic relations order” (“QDRO”) (as defined in section 414(p) of the Code) by the Plan Administrator under this Plan or (B) was determined to be

a QDRO by Agilent under the Agilent 401(k) Plan with respect to a Former Agilent Participant.

(ii) A reduction in a Participant’s Plan Benefit by an amount the Participant is ordered or required to pay the Plan, and where such order or requirement:

(A) Arises under a judgment of conviction for a crime involving the Plan or a civil judgment (including a consent order or decree) entered by a court in an action brought in connection with a violation (or alleged violation) of part 4 of subtitle B of title I of ERISA or under a settlement with the Department of Labor asserting a violation of part 4 of subtitle B of title I of ERISA;

(B) The judgment, order, decree or settlement expressly provides for the offset of all or part of the amount ordered or required to be paid to the Plan against the Participant’s Plan benefit; and

(C) In the case in which the survivor annuity requirements of section 401(a)(11) of the Code apply with respect to distributions from the Plan to the Participant, if the Participant has a spouse at the time at which the offset is to be made: (1) either the Participant shall be required to obtain his or her spouse’s consent to such offset or an election to waive the right of the spouse to either a qualified joint and survivor annuity or a qualified preretirement survivor annuity is in effect in accordance with the requirements of section 417(a) of the Code; (2) such spouse is ordered or required in such judgment, order, decree, or settlement to pay an amount to the Plan in connection with a violation (or alleged violation) of part 4 of such subtitle; or (3) in such judgment, order, decree, or settlement, such spouse retains the right to receive the survivor annuity under a qualified joint and survivor annuity provided pursuant to section 401(a)(11)(A)(i) of the Code and under a qualified pre-retirement survivor annuity provided pursuant to section 401(a)(11)(A)(ii) of the Code, determined in accordance with section 401(a)(13)(D) of the Code.

(b) Qualified Domestic Relations Orders . For all purposes under the Plan except Section 6, the value of a Participant’s Accounts shall not include the amount payable to an “alternate

payee” (as defined in section 414(p) of the Code) pursuant to a qualified domestic relations order. A separate account shall be established for an alternate payee consistent with an approved qualified domestic relations order at such time as the Plan Administrator instructs the Trustee to establish such an account, after which the alternate payee shall have reinvestment direction rights provided in Section 8(c).

If requested, the Plan Administrator shall make payment to an alternate payee pursuant to a qualified domestic relations order even if the Participant has not attained the “earliest retirement age” (within the meaning of section 414(p) of the Code). Any payment to an alternate payee shall be valued pursuant to Section 10(a).

(c) Plan Mergers . Except as may be permitted under regulations issued by the Secretary of the Treasury pursuant to sections 401(a)(12), 411(d)(6) and 414(l) of the Code, the Plan shall not merge or consolidate with, nor transfer assets or liabilities to, any other plan unless each Participant would receive a benefit under the Plan immediately after the merger, consolidation or transfer (if the Plan then terminated) which is equal to or greater than the benefit which he or she would have been entitled to receive immediately before the merger, consolidation or transfer (if the Plan had then terminated).

(d) Plan Transfers. Notwithstanding any other provision hereof, the Plan Administrator may, in its discretion, authorize the Trustee to accept a transfer to this Plan of all or any part of the assets of any other plan which satisfies the applicable requirements of Section 401(a) of the Code and is maintained for the benefit of persons who are or are about to become Participants in this Plan.

(e) No Right in Trust Fund or to Employment . No person shall have any rights in or to the Trust Fund, or any part thereof, or under the Plan, except as, and only to the extent, expressly provided for in the Plan. The establishment of the Plan, the granting of benefits and any action of

any member of the Affiliated Group or any other person shall not be held or construed to confer upon any person any right to be continued as an Employee nor, upon dismissal, to confer any right or interest in the Trust Fund other than as provided herein. No provision of the Plan shall restrict the right of any member of the Affiliated Group to discharge any Employee at any time and for any reason.

(f) Competency To Handle Benefits . If, in the opinion of the Plan Administrator, any person is unable to properly handle any property distributable to such person under the Plan, the Plan Administrator may make any reasonable arrangement for the distribution of Plan benefits on such person’s behalf that it determines will be beneficial to such person, including (without limitation) distribution to the person’s guardian, conservator, spouse, dependent or parent.

(g) False or Erroneous Statements . If any person makes any statement which is false or erroneous, fails to state or furnish any material fact or information or fails to correct any such information which has been previously furnished to the Trustee, the Plan Administrator, the Company or any other Participating Company, the benefits payable with respect to such person shall be adjusted, if necessary, upon the discovery of the accurate information. The amount of any payments theretofore made in reliance on incorrect information shall be recalculated, if necessary, and reasonable steps shall be taken to recover any overpayment, as the Plan Administrator may determine.

(h) Effect of Re-Employment on Payment of Plan Benefit . If a Participant is reemployed by any member of the Affiliated Group before his or her Plan Benefit has been distributed, distribution of his or her Plan Benefit shall not be made prior to the termination of his or her employment following re-employment.

(i) Governing Law . This Plan shall be construed in accordance with ERISA and, to the extent not preempted by ERISA, the laws of the State of California.

(j) Beneficiary . Each Participant shall, in the manner prescribed by the Plan Administrator, designate a person or persons to be such Participant’s “Beneficiary” to receive amounts payable under the Plan in the event of the death of the Participant. The Committee may, in its sole discretion, recognize an individual as a Beneficiary if, immediately prior to the Operational Separation Date or Transfer Date, as applicable, such individual was recognized as the Participant’s “Beneficiary,” as such term is defined in the Agilent 401(k) Plan. Any designation by a married Participant of a person other than his or her spouse as Beneficiary shall be effective only if his or her spouse consents in writing to such designation. Such consent shall acknowledge the effect of such designation and shall be witnessed by a representative of the Plan Administrator (if available) or a notary public. The spouse may revoke such consent only in the event that the Participant changes his or her Beneficiary designation. Subject to the foregoing, a Participant may change his or her Beneficiary from time to time in accordance with procedures established by the Plan Administrator. If the Participant has not designated a Beneficiary, or if the designated Beneficiary (or Beneficiaries) are not living at the time any payment is to be made hereunder, then (i) the spouse of the deceased Participant shall be his or her Beneficiary; or (ii) if the Participant has no spouse living at the time of such payment, his or her domestic partner, if any, shall be his or her Beneficiary; or (iii) if the Participant has neither a spouse nor domestic partner living at the time of such payment, his or her then living children shall be his or her Beneficiaries, in equal shares; or (iv) if the Participant has neither a spouse, domestic partner, nor children living at the time of such payment, his or her then living parents shall be his or her Beneficiaries, in equal shares; or (v) if none of the individuals described in (i) through (iv) are living at the time of such payment, his or her estate shall be his or

her Beneficiary. A “domestic partner” shall mean an adult of the same or opposite gender of the Participant who is engaged in an ongoing and committed Spouse-like relationship with the Participant as established by the Participant’s confirming with the Keysight Service Center at Fidelity, in accordance with procedures established by the Company, that the Participant and such individual satisfy the Keysight Technologies, Inc. Domestic Partner eligibility requirements, which shall be determined by the Company and communicated to Keysight employees from time to time. An individual shall be considered a domestic partner as of the date the Participant confirms such status as set forth above. The Plan Administrator, in its sole discretion, may also recognize an individual as a domestic partner if, immediately prior to the Operational Separation Date or Transfer Date, as applicable, such individual was a domestic partner as defined in the Agilent 401(k) Plan.

(k) Lost Participant or Beneficiary . If the Plan Administrator is unable to locate a Participant or Beneficiary who is entitled to receive any property which constitutes all or part of a Plan Benefit, then the Plan Administrator may (but need not) reallocate such property among other Participants. In the event that such Participant or Beneficiary thereafter makes a claim for such property, the Plan Administrator shall reinstate such property (without income, gains or other adjustment) by making a special contribution to the Plan as soon as reasonably practicable after such claim is made. However, if any property which constitutes all or part of a Plan Benefit would have been lost by reason of escheat, then such property shall not be subject to reinstatement by the Plan Administrator.

(l) Rollover From Qualified Trust . With the consent of the Plan Administrator, and in the form and manner prescribed by the Plan Administrator, an Eligible Employee (or Participant, in the case of an eligible rollover distribution from the Keysight Technologies, Inc. Retirement Plan or Keysight Technologies, Inc. Deferred Profit Sharing Plan) may contribute all or any part of an

“eligible rollover distribution” within the meaning of section 402(c)(4) of the Code to the Plan, through a rollover in accordance with section 402(c) of the Code (other than amounts that otherwise would not be includible in gross income), including a direct transfer in accordance with section 401(a)(31) of the Code, and the regulations thereunder.

(m) Rollover From IRA . With the consent of the Plan Administrator, and in the form and manner prescribed by the Plan Administrator, an Eligible Employee may, within sixty (60) days after the date of receipt of a distribution from an individual retirement account which meets the requirements of section 408 and related sections of the Code, contribute all or any part of such distribution to the Plan; provided, however, that such distribution is eligible to be rolled over and otherwise would be includible in gross income.

(n) Return of Contributions . Each contribution to the Plan by the Participating Companies is expressly conditioned on its deductibility under Code section 404. In the event a deduction for such contributions is disallowed in whole or in part, the amount disallowed (reduced by any losses incurred with respect to such amount) shall be returned to the Participating Companies within one (1) year after the disallowance of the deduction. In addition, if a Participating Company makes any contribution because of a mistake of fact, then the amount contributed because of the mistake (reduced by any losses incurred with respect to such amount) may be returned to such Participating Company within one (1) year after the contribution was made.

(o) Compliance With USERRA . Notwithstanding any other provision of the Plan to the contrary, with regard to an Employee who after serving in the uniformed services is reemployed within the time required by the Uniformed Services Employment and Reemployment Rights Act of 1994, as amended (“USERRA”), contributions, benefits and service credit shall be provided

under the Plan with respect to his or her qualified military service (as defined in section 414(u)(5) of the Code) in accordance with section 414(u) of the Code.

Effective January 1, 2007, if a Participant dies on or after January 1, 2007, while performing qualified military service (as defined in section 414(u)(5) of the Code), the Beneficiaries of that Participant are entitled, to the extent required by Section 401(a)(37) of the Code or any Treasury Regulations or other guidance promulgated thereunder, to any additional benefits (other than benefit accruals relating to the period of qualified military service) provided under the Plan as if the Participant had resumed employment on the day immediately before the Participant’s death and then terminated employment on account of death.


SECTION 14.	FIDUCIARY RESPONSIBILITIES AND PLAN ADMINISTRATION.

(a) Named Fiduciary for Plan Administration . The Benefits Committee is the named fiduciary which has the discretionary authority to control and manage the operation and administration of the Plan, and is the “administrator” of the Plan as such terms are used in ERISA. The Company is the “plan sponsor” as such term is defined in ERISA. The Benefits Committee shall make such rules, regulations, interpretations and computations and shall take such other action to administer the Plan as it may deem appropriate in its sole discretion. In administering the Plan, the Benefits Committee shall act in a nondiscriminatory manner to the extent required by section 401 and related sections of the Code and shall at all times discharge its duties with respect to the Plan in accordance with the standards set forth in section 404(a)(1) of ERISA.

initially appointed trustee and to appoint one (1) or more successor trustees and to enter into a trust agreement with each such successor trustee with respect to the assets held in trust thereunder, (iii) having the authority to appoint one (1) or more Investment Managers and to enter into a contract with each such Investment Manager with respect to the management of such assets as are to be subject to the management of such Investment Manager, and (iv) having the duty to carry out the funding policy and method as provided in Section 15.

(c) Service in Several Fiduciary Capacities . Nothing herein shall prohibit any person or group of persons from serving in more than one (1) fiduciary capacity with respect to the Plan (including service both as Plan administrator and trustee).

(d) Duties and Responsibilities of the Plan Administrator . The Plan Administrator may engage the services of such persons or organizations to render advice or perform services with respect to its duties and responsibilities under the Plan as it may determine to be necessary or appropriate. Such persons or organizations may include, but shall not be limited to, actuaries, attorneys, accountants, administrators, consultants and employees of the Company.

(e) Delegation of Fiduciary Responsibilities . In lieu of carrying out any of its fiduciary responsibilities under the Plan (pursuant to Section 14(d)), the Plan Administrator may delegate its fiduciary responsibilities (except “trustee responsibilities” as defined in section 405(c)(3) of ERISA) to any person or persons, pursuant to a written contract with such other person, or resolution of the Benefits Committee in the case of any employee or employees of the Company, which specifies the fiduciary responsibilities so delegated.

from and against any and all liabilities, costs and expenses, including attorneys’ fees, incurred by any such person as a result of any act, or omission to act, in connection with the performance of his duties, responsibilities and obligations under the Plan and under ERISA, other than such liabilities, costs and expenses as may result from the gross negligence or willful misconduct of any such person or to the extent such indemnification is prohibited by ERISA.

The Company shall have the obligation to conduct the defense of such persons in any proceedings to which this indemnification applies. If any Plan fiduciary covered by this indemnification provision determines that the defense of the Company is inadequate, that fiduciary shall be entitled to retain separate legal counsel for his or her defense and the Company shall be obligated to pay for all reasonable legal fees and other court costs incurred in the course of such defense unless a court of competent jurisdiction finds such fiduciary acted in bad faith, gross negligence or engaged in criminal acts, or willful misconduct.


SECTION 15.	FUNDING POLICY AND METHOD.

(a) Contributions . The Company shall cause the Participating Companies to make Deferred Contributions and Regular Company Contributions required pursuant to Sections 4 and 5.

(b) Expenses of the Plan and Trust . The reasonable expenses of administering the Plan and Trust shall be charged to and paid out of the Trust pursuant to directions of the Plan Administrator and as may be provided in the Trust Agreement, to the extent permitted by applicable law, unless in the Company’s discretion they are paid by the Participating Companies. The Company shall have complete discretion to determine whether an expense of the Plan or Trust shall be paid by the Participating Companies, and this section shall not be construed to require the Participating Companies to pay any portion of the expenses of the Plan and Trust that the Plan Administrator has directed be paid from the Trust Fund. The Plan Administrator’s discretion and authority to direct the Trust Fund to pay any reasonable expenses of the Plan and Trust shall not be limited in any way

by any prior decision or act, whether repeated or sporadic, by the Company and other Participating Companies to pay any or all expenses of the Plan and Trust.

(c) Cash Requirements . If determined necessary, from time to time, the Plan Administrator shall estimate the benefits and administrative expenses to be paid out of the Trust Fund during the period for which such estimate is made and shall also request the Company to estimate the Deferred Contributions and Regular Company Contributions to be made to the Plan during such period by the Participating Companies. The Plan Administrator shall inform the Trustee of the estimated cash needs of the Plan during the period for which such estimates are made. Such estimates shall be made on an annual, quarterly, monthly or other basis as the Plan Administrator shall determine.

(d) Independent Accountant . The Plan Administrator shall engage an independent qualified public accountant to conduct such examinations and to render such opinions as may be required by section 103(a)(3) of ERISA. The Plan Administrator may remove and discharge the person so engaged, but in such case it shall engage a successor independent qualified public accountant to perform such examinations and to render such opinions.


SECTION 16.	CLAIMS PROCEDURE.

(a) Claims for Benefits .

(i) No Payment Without Claim . Except for the cashout of Plan Benefits pursuant to Sections 10(b) and (c), no benefits will be paid to or on behalf of a Participant under the Plan until the Participant (or the Participant’s Beneficiary or an alternate payee) has made a claim for benefits in the manner prescribed by the Plan Administrator which contains all information which may be required to determine the amount of any payment due hereunder. If the claim for benefits is in good form, the Trustee shall distribute such benefits as soon as administratively practicable after the claim is received.

(ii) Prescribed Manner of Claims; Address . All claims for benefits under the Plan must be made in the manner prescribed by the Plan Administrator. All inquiries concerning benefits under the Plan shall be addressed to the Plan Administrator under the Keysight Technologies, Inc. 401(k) Plan.

(b) Denial of Claims . In the event any claim for benefits is denied, in whole or in part, the Plan Administrator (or its designee) shall notify the claimant of such denial in writing and shall advise the claimant of his or her right to appeal the denial. Such written notice shall set forth, in a manner calculated to be understood by the claimant, specific reasons for the denial, specific references to the Plan provisions on which the denial is based, a description of any information or material necessary for the claimant to perfect his or her claim, an explanation of why such material is necessary and a description of the Plan’s review procedure and the time limits applicable to such procedures, including a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA following a denial on appeal. Such written notice shall be given to the claimant within ninety (90) days after the Plan Administrator receives his or her claim, unless special circumstances require additional time for processing. If additional time for processing is required, written notice shall be furnished to the claimant prior to the termination of the initial ninety (90) day period, indicating the special circumstances requiring the extension of time and the date by which the Plan Administrator expects to render its decision. In no event shall the decision of the Plan Administrator (or its designee) be rendered more than one hundred eighty (180) days after the Plan Administrator receives the claim.


SECTION 17.	REVIEW PROCEDURE.

(a) Appointment of Review Panel . The Plan Administrator shall appoint a “Review Panel” which shall consist of three (3) or more individuals who may (but need not) be employees of the Company. The Review Panel shall be the named fiduciary which shall have discretionary authority to act with respect to appeals from denials of claims for benefits or applications for loans or withdrawals under the Plan.

(b) Right To Appeal . Any person whose claim for benefits is denied, in whole or in part, or such person’s authorized representative, may appeal from the denial by submitting a written request for review of the claim to the Review Panel within sixty (60) days after receiving written notice of the denial. The Plan Administrator shall give the claimant (or the claimant’s representative) an opportunity to review pertinent documents in preparing a request for review. The claimant will be provided with an opportunity to submit written comments, documents, records and other information relating to the claim for benefits. The claimant will be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claimant’s claim for benefits (that is not privileged or protected). On appeal, the Review Panel will take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

(c) Form of Request for Review . A request for review must be made in writing and addressed to the Review Panel under the Keysight Technologies, Inc. 401(k) Plan. A request for review shall set forth all of the grounds upon which it is based, all facts in support thereof and any other matters which the claimant deems pertinent. The Review Panel may require the claimant to

submit such additional facts, documents or other material as it may deem necessary or appropriate in making its review.

(d) Time for Review Panel Action . The Review Panel shall act upon each request for review within sixty (60) days after receipt thereof, unless special circumstances require additional time for review. If additional time for review is required, written notice shall be furnished to the claimant prior to the end of the initial sixty (60) day period, indicating the date by which the Review Panel expects to render its decision on his or her request for review. In no event shall the decision of the Review Panel be rendered more than one hundred twenty (120) days after it receives a claimant’s request for review.

(e) Review Panel Decision . Within the time prescribed by Section 17(d), the Review Panel shall give written notice of its decision to the claimant and the Plan Administrator. In the event the Review Panel confirms the denial of the claim for benefits or the application for a loan or withdrawal, in whole or in part, such notice shall set forth, in a manner calculated to be understood by the claimant, specific reasons for such denial and specific references to the Plan provisions on which the decision was based. The notice will also include a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim (that is not privileged or protected), a statement describing any voluntary appeal procedures offered by the Plan and the claimant’s right to obtain the information about such procedures, and a statement of the claimant’s right to bring an action under Section 502(a) of ERISA. In the event that the Review Panel determines that the claim for benefits or the application for a loan or withdrawal should not have been denied, in whole or in part, the Plan Administrator shall take appropriate remedial action as soon as reasonably practicable after receiving notice of the Review Panel’s decision.

(f) Rules and Procedures . The Review Panel shall establish such rules and procedures, consistent with the Plan and with ERISA, as it may deem necessary or appropriate in carrying out its responsibilities under this Section 17. The Review Panel may require a claimant who wishes to submit additional information in connection with an appeal from the denial of benefits to do so at his or her own expense.

(g) Exhaustion of Remedies . No legal or equitable action for benefits under the Plan shall be brought unless and until the claimant: (i) has submitted a claim (in the manner prescribed by the Plan Administrator) for benefits or application for a loan or withdrawal in accordance with Section 16; (ii) has been notified that the claim or application is denied as provided in Section 16(b); (iii) has filed a written request for a review of the claim or application in accordance with this Section 17; and (iv) has been notified in writing that the Review Panel has affirmed the denial of the claim or application as provided in Section 17(e).


SECTION 18.	AMENDMENT AND TERMINATION OF THE PLAN.

(a) Future of the Plan . The Company reserves the right to amend or to terminate the Plan at any time. The Company, acting through the Senior Vice President of Human Resources or the General Counsel, has the power and authority to amend the Plan at any time by written instrument, including as may be necessary to comply with ERISA, the Code or any other applicable law. Notwithstanding the foregoing, plan amendments and/or modifications that may have a material impact on the Company, as determined by the Senior Vice President of Human Resources or the General Counsel, shall be approved by the Compensation Committee of the Board of Directors. The Company reserves the right to terminate the Plan at any time by resolution of the Compensation Committee of the Board of Directors.

(b) Limitation on Amendments . No amendment of the Plan shall (i) reduce the benefits of any Participant accrued under the Plan prior to the date the amendment is adopted, except to the extent that a reduction in accrued benefits may be permitted by ERISA nor (ii) divert any part of the assets of the Trust Fund to purposes other than the exclusive purposes of providing benefits to Participants and Beneficiaries who have an interest in the Plan and defraying the reasonable expenses of administering the Plan.

(c) Termination of the Plan . Upon the termination of the Plan (or upon the complete discontinuance of Deferred Contributions and Regular Company Contributions to the Plan), no part of the Trust Fund shall revert to the Participating Companies nor be used for or diverted to purposes other than the exclusive purposes of providing benefits to Participants and Beneficiaries who have an interest in the Plan and defraying the reasonable expenses of administering the Plan. Upon the termination of the Plan (or upon the complete discontinuance of Deferred Contributions and Regular

Company Contributions to the Plan), the Trust shall continue until the Trust Fund has been distributed to the affected Participants as provided in Section 18(e).

(d) Obligations Upon Termination of the Plan . Notwithstanding any other provision of the Plan to the contrary, the Participating Companies shall have no obligation to continue making Deferred Contributions or Regular Company Contributions to the Plan after the termination thereof. Except as otherwise provided in ERISA, no Participating Company nor any other person shall have any liability or obligation to provide benefits hereunder after such termination. Upon the termination of the Plan, Participants and Beneficiaries shall obtain benefits solely from the Trust Fund. Upon a partial termination of the Plan, this Section 18(d) shall apply only with respect to those Participants and Beneficiaries who are affected by such partial termination.

(e) Allocation of Trust Fund Upon Termination of the Plan . Upon the termination of the Plan (or upon the complete discontinuance of Deferred Contributions and Regular Company Contributions to the Plan), the Plan Benefit of each Participant shall be distributed, as the Plan Administrator shall direct, to or on behalf of the Participant or his or her Beneficiary or continued in trust until distributed in accordance with the terms of the Plan; provided, however, that the assets of the Trust Fund shall be allocated in accordance with section 403(d)(1) of ERISA. Upon a partial termination of the Plan, this Section 18(e) shall apply only with respect to those Participants and Beneficiaries who are affected by such partial termination.


SECTION 19.	EXECUTION.

The Plan, as set forth herein, is hereby adopted this 30th day of July, 2014, effective as of August 1, 2014 (unless otherwise noted herein).

KEYSIGHT TECHNOLOGIES, INC.

By: /s/ Ingrid Estrada

Ingrid Estrada
Senior Vice President of Human Resources

1 APPENDIX A
TOP-HEAVY PROVISIONS

(a) Determination of Top-Heavy Status . Notwithstanding any other provisions of the Plan to the contrary, the following provisions shall become effective for any Plan Year in which the Plan is a “Top-Heavy Plan.” The Plan shall be considered a Top-Heavy Plan for a Plan Year if, as of the Determination Date for such Plan Year, the Top-Heavy Ratio for the Aggregation Group exceeds 60 percent.

(b) Minimum Allocations . Notwithstanding any other provision of the Plan to the contrary, for any Plan Year during which the Plan is a Top-Heavy Plan, Regular Company Contributions allocated on behalf of any Participant who is employed on the last day of the Plan Year and who is not a Key Employee shall not be less than a percentage of the Participant’s Total Compensation equal to the lesser of (A) three percent, or (B) the percentage equal to the largest percentage that any Key Employee for that Plan Year receives of Regular Company Contributions and Deferred Contributions allocated on behalf of that Key Employee’s Total Compensation for that Plan Year.

(i) “Aggregation Group” means a group of qualified plans consisting of:

(A) Each plan of the Affiliated Group in which a Key Employee participates; and each other plan of the Affiliated Group which enables any plan in which a Key Employee participates to meet the requirements of sections 401(a)(4) or 410 of the Code; or

(B) All plans of the Affiliated Group included under (A) above plus, at the election of the Plan Administrator, one or more additional plans of the Affiliated Group that satisfy the requirements of sections 401(a)(4) and 410 of the Code when considered together with the plans included under (A) above.

(ii) “Determination Date” means the last day of the preceding Plan Year. The Valuation Date applicable to such Determination Date shall be the Valuation Date coinciding with or immediately preceding such Determination Date.

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(iii) “Key Employee” means a key employee as defined by section 416(i) of the Code and the regulations thereunder.

(iv) “Super Top-Heavy Plan” means a Top-Heavy Plan for which the Top-Heavy Ratio exceeds 90 percent.

(v) “Top-Heavy Ratio” means the top-heavy ratio of the Aggregation Group as computed in accordance with section 416(g) of the Code and the regulations thereunder.

(vi) “Total Compensation” means the compensation of the Participant from the Company and each Subsidiary for the Plan Year, determined in accordance with section 1.415-2(d)(11)(i) of the Treasury Regulations including elective deferrals (within the meaning of section 402(g)(3) of the Code) and any amount which is contributed or deferred by the Company or a Subsidiary at the election of the Participant and which is not includable in the gross income of the Participant by reason of section 125 or 132(f)(4) of the Code.

Total Compensation shall not exceed $200,000 (as adjusted by the Commissioner of Internal Revenue for increases in the cost of living in accordance with sections 401(a)(17) and 415(d) of the Code) for a Plan Year.

Capitalized terms used in this Appendix A that are not defined herein shall have the same meaning as those terms do in the Plan.

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1 APPENDIX B
LIMITATIONS ON CONTRIBUTIONS

SECTION 1. DEFINITIONS.

(a) “ACP Test” means the average contribution percentage test as described in Section 3(a) of this Appendix B and as set forth in section 401(m)(2) of the Code and section 1.401(m)-2 of the Treasury Regulations.

(b) “Actual Contribution Percentage” means the ratio, expressed as a percentage and computed to the nearest one-hundredth of one percent, of the Participant’s Aggregate 401(m) Contributions for the Plan Year to the Participant’s Section 414(s) Compensation for the Plan Year.

(c) “Actual Deferral Percentage” means the ratio, expressed as a percentage and computed to the nearest one-hundredth of one percent, of the Participant’s Aggregate 401(k) Contributions for the Plan Year to the Participant’s Section 414(s) Compensation for the Plan Year.

(d) “ADP Test” means the average deferral percentage test as described in Section 2(b) of this Appendix B and as set forth in section 401(k)(3) of the Code and section 1.401(k)-2 of the Treasury Regulations.

(e) “Aggregate 401(k) Contributions” means, for any Plan Year, the sum of (i) a Participant’s Deferred Contributions for the Plan Year and, to the extent the amounts are not included in the ACP Test, the Plan Administrator elects to aggregate all or a portion of such amounts for purposes of the ADP Test and, provided further, the amounts satisfy the requirements of section 1.401(k)-2(a)(6) of the Treasury Regulations, (ii) the Regular Company Contributions (if such Regular Company Contributions otherwise qualify as Qualified Matching Contributions) and Qualified Nonelective Contributions allocated to the Participant’s Account as of a date within the Plan Year.

Notwithstanding the preceding paragraph, a Participant’s Aggregate 401(k) Contributions shall not include (i) Deferred Contributions that are distributed to the Participant to correct Excess Deferrals, provided he or she is a Nonhighly Compensated Employee and the Excess Deferrals are solely attributable to his or her Deferred Contributions to the Plan and elective deferrals (as defined in section 402(g)(3) of the Code) under all other plans, contracts or arrangements maintained by a member of the Affiliated Group, (ii) Deferred Contributions that are included in the ACP Test

B-1

(provided the ADP Test is satisfied both with and without these Deferred Contributions), and (iii) Deferred Contributions that are distributed to the Participant to correct an excess Annual Addition.

(f) “Aggregate 401(m) Contributions” means, for any Plan Year, the sum of (i) the Regular Company Contributions allocated to the Participant’s Account as of a date within the Plan Year and, to the extent the amounts are not included in the ADP Test, the Plan Administrator elects to aggregate all or a portion of such amounts for purposes of the ACP Test and, provided further, the amounts satisfy the requirements of section 1.401(m)-2(a)(6) of the Treasury Regulations, (ii) a Participant’s Deferred Contributions for the Plan Year and the Qualified Nonelective Contributions allocated to the Participant’s Account as of a date within the Plan Year.

Notwithstanding the preceding paragraph, a Participant’s Aggregate 401(m) Contributions shall not include (i) Regular Company Contributions that are forfeited from the Participant’s Account because the Regular Company Contribution is attributable to Deferred Contributions that are distributed to the Participant to correct Excess Deferrals, Excess Contributions or an excess Annual Addition and (ii) Regular Company Contributions that are forfeited from the Participant’s Account to correct an excess Annual Addition.

(g) “Annual Deferral Limit” means, except to the extent permitted under Appendix B.4 and section 414(v) of the Code, for any calendar year, the maximum dollar limit in effect under section 402(g) of the Code (as adjusted by the Commissioner of Internal Revenue for increases in the cost of living in accordance with sections 402(g)(5) and 415(d) of the Code), applicable to the sum of a Participant’s Deferred Contributions and other elective deferrals (as defined in section 402(g)(3) of the Code).

(h) “Average Contribution Percentage” means the average, computed to the nearest one-hundredth of one percent, of the Actual Contribution Percentages (including zero percentages) for Participants within the specified group.

(i) “Average Deferral Percentage” means the average, computed to the nearest one-hundredth of one percent, of the Actual Deferral Percentages (including zero percentages) for Participants within the specified group.

B-2

(j) “Current Year Testing Method” means, for any Plan Year, the use of the Plan Year’s Average Deferral Percentage for the Plan Year’s NHCE Group for purposes of performing the Plan Year’s ADP Test and/or the use of the Plan Year’s Average Contribution Percentage for the Plan Year’s NHCE Group for purposes of performing the Plan Year’s ACP Test.

(k) “Excess Aggregate Contributions” means the amount by which the Aggregate 401(m) Contributions of Highly Compensated Employees are reduced pursuant to Section 3(c) of this Appendix B.

(l) “Excess Contributions” means the amount by which the Aggregate 401(k) Contributions of Highly Compensated Employees are reduced pursuant to Section 2(d) of this Appendix B.

(m) “Excess Deferrals” means the amount of a Participant’s Deferred Contributions and other elective deferrals (as defined in section 402(g)(3) of the Code) that exceed the Annual Deferral Limit.

(n) “HCE Group” means, for any Plan Year, the group of Highly Compensated Employees who are eligible to contribute or have amounts contributed on their behalf for the respective Plan Year (including a Participant who is otherwise eligible but who may be suspended from making or receiving contributions by reason of withdrawing from his or her Accounts).

(o) “Highly Compensated Employee” means an Employee who:

(i) At any time during the year or the preceding year, was a five-percent (5%) owner (as defined in section 416(i)(1) of the Code taking into account the attribution rules as defined in section 318(a) of the Code); or

(ii) For the preceding year, received Total Compensation of more than $80,000 (as adjusted by the Commissioner of Internal Revenue for increases in the cost of living in accordance with sections 414(q)(1) and 415(d) of the Code).

For this purpose, the particular year of the Plan (the Plan Year) for which a determination is being made is the determination year and the preceding year (the prior Plan Year) is the look-back year.

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A former Employee who separated from service (or is deemed to have separated) prior to the determination year, performs no service for a member of the Affiliated Group during the determination year and was a highly compensated employee, in accordance with section 414(q) of the Code as then in effect, in either his or her separation year or any determination year ending on or after his or her 55 ^th birthday, shall be treated as a Highly Compensated Employee.

The determination of who is a Highly Compensated Employee, including the determinations of the number and identity of Employees in the Top-Paid Group, will be made in accordance with section 414(q) of the Code.

The Plan Administrator may elect to modify the method described in this Section 1(o) for defining “Highly Compensated Employee” by electing to apply the $80,000 limit described above with regard to whether an Employee is in the Top-Paid Group subject to the consistent application of this election to the extent required by IRS Notice 97-45 or any superseding guidance provided in a ruling, notice, or other document of general applicability issued under the authority of the Commissioner of Internal Revenue.

(p) “NHCE Group” means, for any Plan Year, the group of Nonhighly Compensated Employees who are eligible to contribute or have amounts contributed on their behalf for the respective Plan Year (including a Participant who is otherwise eligible but who may be suspended from making or receiving contributions by reason of withdrawing from his or her Accounts).

(q) “Nonhighly Compensated Employee” means, for any Plan Year, an Employee who is not a Highly Compensated Employee.

(r) “Participant” means, for any Plan Year, an Eligible Employee who is eligible to contribute or have amounts contributed on his or her behalf for the respective Plan Year.

(s) “Plan” means, for purposes of Article 2 of this Appendix B, the 401(k) portion of the Plan and for purposes of Article 3 of this Appendix B, the 401(m) portion of the Plan. Otherwise the term Plan has the meaning set forth in Section 2 of the Plan.

(t) “Plan Coverage Change” means, for any Plan Year, a change in the group of Eligible Employees covered under the Plan by reason of (i) an amendment to the Plan, (ii) a Plan merger, consolidation or spin-off under section 414(l) of the Code, (iii) a change in the way the Plan is

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aggregated or disaggregated for purposes of performing the ADP Test or ACP Test, or (iv) a combination of any of the foregoing.

(u) “Prior Year Testing Method” means, for any Plan Year, the use of the preceding Plan Year’s Average Deferral Percentage for the preceding Plan Year’s NHCE Group for purposes of performing the Plan Year’s ADP Test and/or the use of the preceding Plan Year’s Average Contribution Percentage for the preceding Plan Year’s NHCE Group for purposes of performing the Plan Year’s ACP Test.

(v) “Qualified Matching Contributions” means matching contributions that satisfy the requirements of sections 1.401(k)-1(c) and (d) of the Treasury Regulations, as though the matching contributions were elective contributions under section 401(k)(2) of the Code thereby requiring that the matching contributions satisfy the vesting requirements of section 1.401(k)-1(c) of the Treasury Regulations and be subject to the distribution requirements of section 1.401(k)-1(d) of the Treasury Regulations.

(w) “Qualified Nonelective Contributions” means employer contributions, other than Deferred Contributions and Regular Company Contributions, that satisfy the requirements of sections 1.401(k)-1(c) and (d) of the Treasury Regulations, as though the employer contributions were elective contributions under section 401(k)(2) of the Code thereby requiring that the employer contributions satisfy the vesting requirements of section 1.401(k)-1(c) of the Treasury Regulations and be subject to the distribution requirements of section 1.401(k)-1(d) of the Treasury Regulations.

(x) “Section 414(s) Compensation” means, any one of the following definitions of compensation received by an Eligible Employee while a Participant during the Plan Year from a member of the Affiliated Group:

(i) Compensation that includes the following items:

A. Wages, salaries, fees for professional service and other amounts received (without regard to whether or not an amount is paid in cash) for personal services actually rendered to the extent that the amounts are includable in gross income (including, but not limited to, commissions paid salesmen, compensation for services on the basis of percentage of profits, commissions on insurance premiums, tips, bonuses, fringe benefits, and reimbursements and other

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expense allowances under a nonaccountable plan (as described in section 1.62-2(c) of the Treasury Regulations), and determined without regard to the exclusions from gross income in sections 931 and 933 of the Code.

B. Earned income (as described in section 401(c)(2) of the Code and the regulations thereunder).

C. Foreign earned income (as defined in section 911(b) of the Code), whether or not excludable from gross income under section 911 of the Code.

D. Amounts described in sections 104(a)(3), 105(a) and 105(h) of the Code, but only to the extent that these amounts are includable in gross income.

E. Amounts paid or reimbursed for moving expenses incurred by the Employee, if at the time of payment or reimbursement it is reasonable to believe that the amounts are deductible by the Employee under section 217 of the Code.

F. The value of a nonqualified stock option, but only to the extent that the value of the option is includable in the Employee’s gross income for the taxable year in which granted.

G. The amount includable in the gross income of the Employee upon making the election described in section 83(b) of the Code.

Notwithstanding the foregoing, compensation described in this Section 1(x) shall not include the following items:

A. Contributions made by a member of the Affiliated Group to a plan of deferred compensation to the extent that, before the application of the Code section 415 limitations to that plan, the contributions are not includable in the gross income of the Employee for the taxable year in which contributed. In addition, contributions made on behalf of the Participant to a simplified employee pension plan described in section 408(k) of the Code are not considered as compensation for the taxable year in which contributed. Additionally, any distributions from a plan of deferred compensation are not considered as compensation regardless of whether such amounts are includable in the gross income of the Employee when distributed. However, any amounts received by an

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Employee pursuant to an unfunded nonqualified plan may be considered as compensation in the year such amounts are includable in the gross income of the Employee.

B. Amounts realized from the exercise of a nonqualified stock option, or when restricted stock (or property) held by an Employee either becomes freely transferable or is no longer subject to a substantial risk of forfeiture under section 83 of the Code and the regulations thereunder.

C. Amounts realized from the sale, exchange or other disposition of stock acquired under a qualified stock option.

D. Other amounts which receive special tax benefits, such as premiums for group term life insurance (but only to the extent that the premiums are not includable in the gross income of the Employee), or contributions made by a member of the Affiliated Group (whether or not under a salary reduction agreement) towards the purchase of an annuity contract described in section 403(b) of the Code (whether or not the contributions are excludable from the gross income of the Employee).

(i) “Wages” as defined in section 3401(a) of the Code for purposes of income tax withholding at the source, but determined without regard to any rules that limit the remuneration included in wages based on the nature or location of the employment or the services performed (such as the exception for agricultural labor in section 3401(a)(2) of the Code).

(ii) “Wages” as defined in section 3401(a) of the Code for purposes of income tax withholding at the source and all other payments of compensation reportable under sections 6041(d), 6051(a)(3) and 6052 of the Code and the regulations thereunder but determined without regard to any rules that limit the remuneration included in wages or reportable compensation based on the nature or location of the employment or the services performed (such as the exception for agricultural labor in section 3401(a)(2) of the Code), and modified, at the election of the Plan Administrator, to exclude amounts paid or reimbursed for moving expenses incurred by the Employee, if at the time or payment or reimbursement it is reasonable to believe that the amounts are deductible by the Employee under section 217 of the Code.

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(iii) Any of the definitions set forth in subparagraphs (i), (ii), and (iii) of this Section 1(x), modified at the election of the Plan Administrator, to be reduced by all of the following items (even if includable in gross income): reimbursements or other expense allowances, fringe benefits (cash and noncash), moving expenses, deferred compensation and welfare benefits.

(iv) Any definition of compensation that does not by design favor Highly Compensated Employees and that satisfies the reasonableness and nondiscrimination requirements set forth in section 1.414(s)-1(d) of the Treasury Regulations.

The definitions set forth in subparagraphs (i), (ii) and (iii) of this Section 1(x) shall, unless the Plan Administrator elects otherwise, be modified to include an Employee’s elective deferrals (as defined in section 402(g)(3) of the Code) under any plan, contract or arrangement maintained by a member of the Affiliated Group and any amount which is contributed or deferred by a member of the Affiliated Group at the election of the Employee and which is not includible in the gross income of the Employee under section 125 or 132(f)(4) of the Code.

Section 414(s) Compensation shall be limited to $200,000 per Plan Year (as adjusted by the Commissioner of Internal Revenue for increases in the cost of living in accordance with sections 401(a)(17) and 415(d) of the Code).

Any definition of Section 414(s) Compensation shall be used consistently to define the compensation of all Employees taken into account in satisfying the requirements of an applicable provision of this Appendix B for the relevant determination period.

Effective January 1, 2009, and in accordance Code Section 414(u)(12)(A)(ii) of the Code, and any Treasury Regulations and other guidance promulgated thereunder, Section 414(s) Compensation also includes differential pay that 1) is made by a member of the Affiliated Group to an Employee with respect to any period during which the Employee is performing service in the uniformed services while on active duty for a period of more than 30 days and 2) represents all or a portion of the wages the Employee would have received from a member of the Affiliated Group if the Employee had remained actively employed.

(y) “Testing Method” means the Current Year Testing Method or the Prior Year Testing Method.

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(z) “Top-Paid Group” means, for any Plan Year, the top twenty percent (20%) (in terms of Total Compensation) of all Employees, excluding the following:

(i) Any Employee covered by a collective bargaining agreement except to the extent otherwise provided under section 1.414(q)-1T of the Treasury Regulations;

(ii) Any Employee who is a nonresident alien with respect to the United States and who receives no earned income (within the meaning of section 911(d)(2) of the Code) from a member of the Affiliated Group that constitutes income from sources within the United States (within the meaning of section 861(a)(3) of the Code);

(iii) Any Employee who has not completed at least 500 hours of service during any six-month period by the end of the Plan Year;

(iv) Any Employee who normally works less than 17½ hours per week;

(v) Any Employee who normally works during less than six months during any year; and

(vi) Any Employee who has not attained the age of 21 at the end of the Plan Year.

The Plan Administrator may elect, in a consistent and uniform manner, to apply one or more of the service-and-age-based exclusions in subparagraphs (iii), (iv), (v) and (vi) of this Section 1(z) by substituting a shorter period of service or a younger age or by not excluding Employees on the basis of service or age.

(aa) “Total Compensation” means any one of the definitions of compensation set forth in subparagraphs (i), (ii) or (iii) of Section 1(x) received by an Employee during the Plan Year from a member of the Affiliated Group modified to include, for the same period, an Employee’s elective deferrals (as defined in section 402(g)(3) of the Code) under any plan, contract or arrangement maintained by a member of the Affiliated Group and any amount which is contributed or deferred by a member of the Affiliated Group at the election of the Employee and which is not includible in the gross income of the Employee under section 125 or 132(f)(4) of the Code.

Capitalized terms used in this Appendix B that are not defined herein shall have the same meaning as those terms do in the Plan.

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SECTION 2. DEFERRAL AND AVERAGE DEFERRAL PERCENTAGE LIMITATIONS.

(a) Maximum Annual Deferral Amount and Correction of Excess Deferrals . A Participant’s Deferred Contributions for a calendar year, together with his or her elective deferrals (as defined in section 402(g)(3) of the Code) under all other plans, contracts or arrangements maintained by a member of the Affiliated Group, shall not exceed the Annual Deferral Limit. In the event a Participant’s Deferred Contributions for a calendar year, together with his or her elective deferrals (as defined in section 402(g)(3) of the Code) under all other plans, contracts or arrangements maintained by a member of the Affiliated Group, exceed the Annual Deferral Limit, the Participant may, by written notice to the Plan Administrator and in accordance with procedures prescribed by the Plan Administrator, by the following March 1 (or as late as April 14 if allowed by the Plan Administrator), notify the Plan Administrator that an Excess Deferral has occurred, designate all or a portion of the Excess Deferral as attributable to the Plan and request that the amount be distributed. If the Participant fails to provide timely notice to the Plan Administrator, then the Plan Administrator shall be deemed to be on notice that an Excess Deferral has occurred and shall designate one or more of such plans, contracts or arrangements (including the Plan) from which the Excess Deferrals shall be distributed.

For the calendar year commencing January 1, 2014, in the event a Participant’s Deferred Contributions and his or her elective deferrals (as defined in section 402(g)(3) of the Code) under all other plans, contracts or arrangements maintained by a member of the Affiliated Group for the calendar year, together with his or her elective deferrals under the Agilent 401(k) Plan for that calendar year, exceed the Annual Deferral Limit, the Participant may, by written notice to the Plan Administrator and in accordance with procedures prescribed by the Plan Administrator, by the following March 1 (or as late as April 14 if allowed by the Plan Administrator), notify the Plan Administrator that an Excess Deferral has occurred, designate all or a portion of the Excess Deferral as attributable to the Plan and request that the amount be distributed.

To the extent a Participant’s Deferred Contributions are determined to be reduced as described in this Section 2(a), Deferred Contributions (reduced by Deferred Contributions previously distributed as Excess Contributions to the Participant for the Plan Year beginning with or within the calendar year), plus any income or minus any loss attributable thereto for the calendar

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year to which the Excess Deferrals relate, shall, no later than April 15 next following the close of the calendar year, be distributed to the Participant. Excess Deferrals distributed shall not be included in the determination of the Participant’s Annual Addition for the year the amounts were contributed.

The Excess Deferrals shall be distributed first from unmatched Deferred Contributions and then from matched Deferred Contributions. Any Regular Company Contributions attributable to distributed Excess Deferrals as described in this Section 2(a) shall be forfeited and used to reduce future Regular Company Contributions to be made as soon as administratively feasible.

Income or loss on amounts distributed shall be determined pursuant to section 1.402(g)-1(e)(5) of the Treasury Regulations.

(b) Average Deferral Percentage Limitation . The Plan shall satisfy the ADP Test as set forth in section 401(k)(3) of the Code and section 1.401(k)-2 of the Treasury Regulations. For each Plan Year, unless the Plan Administrator elects otherwise as described below, the Current Year Testing Method shall be used to perform the ADP Test and, subject to the special rules described in Section 2(g) of this Appendix B, the Plan Year’s Average Deferral Percentage for the Plan Year’s HCE Group may not exceed the greater of (i) 125 percent of the Plan Year’s Average Deferral Percentage for the Plan Year’s NHCE Group, or (ii) the lesser of (A) 200 percent of the Plan Year’s Average Deferral Percentage for the Plan Year’s NHCE Group or (B) the Plan Year’s Average Deferral Percentage for the Plan Year’s NHCE Group plus two percentage points.

Alternatively, to the extent permitted by IRS Notice 98-1 or any superseding guidance provided by a ruling, notice, or other document of general applicability issued under the authority of the Commissioner of Internal Revenue, the Plan Administrator may elect to use the Prior Year Testing Method to perform the ADP Test and the Average Deferral Percentage for the Plan Year. The Plan Year’s HCE Group must then satisfy the limitations of the preceding paragraph when compared to the preceding Plan Year’s Average Deferral Percentage for the preceding Plan Year’s NHCE Group.

(c) Determination of Maximum Actual Deferral Percentage and Dollar Amount of Excess Contributions . If the ADP Test is not satisfied, the Plan Administrator shall determine, no later than the end of the next Plan Year, a maximum permitted Actual Deferral Percentage to be used in place of the calculated Actual Deferral Percentage for each Highly Compensated Employee

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whose Actual Deferral Percentage is in excess of the maximum permitted and that would thereby reduce the Average Deferral Percentage for the HCE Group by a sufficient amount to satisfy the ADP Test. The maximum Actual Deferral Percentage shall be determined by use of a leveling process, whereby the Highly Compensated Employee with the largest Actual Deferral Percentage shall have his or her Actual Deferral Percentage reduced to a percentage equal to the lesser of the percentage required to satisfy the ADP Test or to cause his or her Actual Deferral Percentage to equal that of the Actual Deferral Percentage of the Highly Compensated Employee with the next largest Actual Deferral Percentage. The leveling process shall be repeated until the ADP Test is satisfied.

With regard to each Highly Compensated Employee whose Actual Deferral Percentage is in excess of the maximum permitted Actual Deferral Percentage, a dollar amount of Excess Contributions shall then be determined by subtracting the product of the maximum permitted Actual Deferral Percentage and the Highly Compensated Employee’s Section 414(s) Compensation from the Highly Compensated Employee’s Aggregate 401(k) Contributions. The amounts shall then be aggregated to determine the total dollar amount of Excess Contributions.

(d) Allocation of Excess Contributions to Highly Compensated Employees . The Excess Contributions for a Plan Year determined in Section 2(c) of this Appendix B, if any, shall then be allocated to Highly Compensated Employees by use of a leveling process, whereby the Highly Compensated Employee with the largest dollar amount of Aggregate 401(k) Contributions shall have his or her Aggregate 401(k) Contributions reduced in an amount equal to the lesser of the dollar amount of Excess Contributions for all Highly Compensated Employees or the dollar amount that would cause his or her Aggregate 401(k) Contributions to equal that of the Highly Compensated Employee with the next largest dollar amount of Aggregate 401(k) Contributions. The leveling process shall be repeated until all Excess Contributions are allocated to Highly Compensated Employees.

(e) Correction of Excess Contributions . To the extent a Highly Compensated Employee’s Aggregate 401(k) Contributions are determined to be reduced as described in Section 2(d) of this Appendix B, Excess Contributions (reduced by Deferred Contributions previously distributed as Excess Deferrals to the Highly Compensated Employee for the calendar year ending

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with or within the Plan Year), plus any income or minus any loss attributable thereto for the Plan Year to which the Excess Contributions relate and the period between the end of the Plan Year and the date of distribution, shall, no later than six months following the last day of the Plan Year to which the Excess Contributions relate (in order for the Company to avoid a ten percent (10%) excise tax on the amount of the Excess Contributions), and, in no event, later than the last day of the Plan Year following the Plan Year to which the Excess Contributions relate, be distributed to the Highly Compensated Employee.

Excess Contributions distributed shall be included in the determination of the Participant’s Annual Addition for the year the amounts were contributed.

The Excess Contributions shall first be distributed from unmatched Deferred Contributions and then from matched Deferred Contributions. Any Regular Company Contributions attributable to distributed Excess Contributions as described in this Section 2(e), shall be forfeited and used to reduce future Regular Company Contributions to be made as soon as administratively feasible.

Income or loss on amounts distributed shall be determined pursuant to section 1.401(k)-2(b)(2)(iv) of the Treasury Regulations.

(f) Corrective Qualified Nonelective Contributions . In order to satisfy or partially satisfy the ADP Test, the Participating Companies may, at the sole discretion of the Company, make a Qualified Nonelective Contribution on behalf of (i) each member or, at the discretion of the Company, designated members of the preceding Plan Year’s NHCE Group, if the Prior Year Testing Method is used, or (ii) each member or, at the discretion of the Company, designated members of the Plan Year’s NHCE Group, if the Current Year Testing Method is used. The Qualified Nonelective Contribution shall be in an amount determined by the Company and shall be allocated in a manner determined by the Company.

Corrective Qualified Nonelective Contributions shall be paid to the Trustee as soon as reasonably practicable and, in no event, later than (i) before the end of the Plan Year being tested if the Prior Year Testing Method is used, or (ii) before the end of the Plan Year following the Plan Year being tested, if the Current Year Testing Method is used.

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(g) Special Rules . The following special rules shall apply for purposes of applying the limitation described in Section 2(b) of this Appendix B:

(i) If a Highly Compensated Employee is eligible to participate in more than one cash or deferred arrangement (within the meaning of section 401(k)(2) of the Code) maintained by a member of the Affiliated Group, his or her Actual Deferral Percentage shall be determined as if all the arrangements were a single plan; provided, however, that the arrangements shall not be treated as a single plan to the extent that section 1.401(k)-1(b)(4) of the Treasury Regulations prohibits aggregation and, if the arrangements have different plan years, the arrangements are aggregated with respect to the plan years ending with or within the same calendar year;

(ii) If the Plan permits participation prior to an Eligible Employee’s satisfaction of the minimum age and service requirements of section 410(a)(1)(A) of the Code and if section 410(b)(4)(B) of the Code is applied in determining whether the Plan meets the requirements of section 410(b) of the Code, a separate HCE Group and a separate NHCE Group may be determined with regard to Eligible Employees who have not met the minimum age and service requirements of section 410(a)(1)(A) of the Code and the ADP Test may be performed separately for that HCE Group and NHCE Group or, alternatively, Eligible Employees who have not met the minimum age and service requirements of section 410(a)(1)(A) of the Code may instead be excluded in the determination of the Average Deferral Percentage for the NHCE Group, but not in the determination of the Average Deferral Percentage for the HCE Group;

(iii) The Plan may be aggregated with another plan maintained by a member of the Affiliated Group only if the Plan and each other plan with which it is aggregated have the same plan year and use the same Testing Method;

(iv) In the event that the Plan satisfies the requirements of section 401(a)(4), 401(k) or 410(b) of the Code (other than the average benefit percentage test provisions of section 410(b)(2) of the Code) only if aggregated with one or more other plans maintained by a member of the Affiliated Group, or if one or more other of such plans satisfies the requirements of such sections of the Code only if aggregated with the Plan, then all such aggregated plans, including the Plan, shall be treated as a single plan for purposes of such sections of the Code;

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(v) In the event that the mandatory disaggregation rules of section 1.401(k)-1(b)(4) of the Treasury Regulations apply to the Plan, or to the Plan and other plans with which it is aggregated as described in subparagraphs (iii) and (iv) of this Section 2(g), then each mandatorily disaggregated portion of the Plan (or aggregated plans) shall be treated as a single plan; and

(vi) If the Plan is using the Prior Year Testing Method and if in the Plan Year being tested the Plan is affected by a Plan Coverage Change, then the preceding Plan Year’s Average Deferral Percentage for the preceding Plan Year’s NHCE Group shall be determined in accordance with IRS Notice 98-1 or any superseding guidance provided by a ruling, notice, or other document of general applicability issued under the authority of the Commissioner of Internal Revenue.

SECTION 3. AVERAGE CONTRIBUTION PERCENTAGE LIMITATIONS.

(a) Average Contribution Percentage Limitation . The Plan shall satisfy the ACP Test as set forth in section 401(m)(2) of the Code and section 1.401(m)-2 of the Treasury Regulations. For each Plan Year, unless the Plan Administrator elects otherwise as described below, the Current Year Testing Method shall be used to perform the ACP Test and subject to the special rules described in Section 3(f) of this Appendix B, the Plan Year’s Average Contribution Percentage for the Plan Year’s HCE Group may not exceed the greater of (i) 125 percent of the Plan Year’s Average Contribution Percentage for the Plan Year’s NHCE Group, or (ii) the lesser of (A) 200 percent of the Plan Year’s Average Contribution Percentage for the Plan Year’s NHCE Group or (B) the Plan Year’s Average Contribution Percentage for the Plan Year’s NHCE Group plus two percentage points.

Alternatively, to the extent permitted by IRS Notice 98-1 or any superseding guidance provided by a ruling, notice, or other document of general applicability issued under the authority of the Commissioner of Internal Revenue, the Plan Administrator may elect to use the Prior Year Testing Method to perform the ACP Test and the Average Contribution Percentage for the Plan Year. The Plan Year’s HCE Group must then satisfy the limitations of the preceding paragraph when compared to the preceding Plan Year’s Average Contribution Percentage for the preceding Plan Year’s NHCE Group.

(b) Determination of Maximum Actual Contribution Percentage and Dollar Amount of Excess Aggregate Contributions . If the ACP Test is not satisfied, the Plan Administrator shall

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determine, no later than the end of the next Plan Year, a maximum permitted Actual Contribution Percentage to be used in place of the calculated Actual Contribution Percentage for each Highly Compensated Employee whose Actual Contribution Percentage is in excess of the maximum permitted and that would thereby reduce the Average Contribution Percentage for the HCE Group by a sufficient amount to satisfy the ACP Test. The maximum Actual Contribution Percentage shall be determined by use of a leveling process, whereby the Highly Compensated Employee with the largest Actual Contribution Percentage shall have his or her Actual Contribution Percentage reduced to a percentage equal to the lesser of the percentage required to satisfy the ACP Test or to cause his or her Actual Contribution Percentage to equal that of the Actual Contribution Percentage of the Highly Compensated Employee with the next largest Actual Contribution Percentage. The leveling process shall be repeated until the ACP Test is satisfied.

With regard to each Highly Compensated Employee whose Actual Contribution Percentage is in excess of the maximum permitted Actual Contribution Percentage, a dollar amount of Excess Aggregate Contributions shall then be determined by subtracting the product of the maximum permitted Actual Contribution Percentage and the Highly Compensated Employee’s Section 414(s) Compensation from the Highly Compensated Employee’s Aggregate 401(m) Contributions. The amounts shall then be aggregated to determine the total dollar amount of Excess Aggregate Contributions.

(c) Allocation of Excess Aggregate Contributions to Highly Compensated Employees . The Excess Aggregate Contributions for a Plan Year determined in Section 3(b) of this Appendix B, if any, shall then be allocated to Highly Compensated Employees by use of a leveling process, whereby the Highly Compensated Employee with the largest dollar amount of Aggregate 401(m) Contributions shall have his or her Aggregate 401(m) Contributions reduced in an amount equal to the lesser of the dollar amount of Excess Aggregate Contributions for all Highly Compensated Employees or the dollar amount that would cause his or her Aggregate 401(m) Contributions to equal that of the Highly Compensated Employee with the next largest dollar amount of Aggregate 401(m) Contributions. The leveling process shall be repeated until all Excess Aggregate Contributions are allocated to Highly Compensated Employees.

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(d) Correction of Excess Aggregate Contributions . To the extent a Highly Compensated Employee’s Aggregate 401(m) Contributions are determined to be reduced as described in Section 3(c) of this Appendix B, Excess Aggregate Contributions, plus any income or minus any loss attributable thereto for the Plan Year to which the Excess Aggregate Contributions relate and the period between the end of the Plan Year and the date of distribution, shall, no later than six months following the last day of the Plan Year to which the Excess Aggregate Contributions relate (in order for the Company to avoid a ten percent (10%) excise tax on the amount of the Excess Aggregate Contributions), and, in no event, later than the last day of the Plan Year following the Plan Year to which the Excess Aggregate Contributions relate, be distributed to the Highly Compensated Employee.

Excess Aggregate Contributions distributed shall be included in the determination of the Participant’s Annual Addition for the year the amounts were contributed.

The Excess Aggregate Contributions shall be distributed from Regular Company Contributions.

Income or loss on amounts distributed shall be determined pursuant to 1.401(m)‑2(b)(2)(iv) of the Treasury Regulations.

(e) Corrective Qualified Nonelective Contributions . In order to satisfy or partially satisfy the ACP Test, the Participating Companies may, at the sole discretion of the Company, make a Qualified Nonelective Contribution on behalf of (i) each member or, at the discretion of the Company, designated members of the preceding Plan Year’s NHCE Group, if the Prior Year Testing Method is used, or (ii) each member or, at the discretion of the Company, designated members of the Plan Year’s NHCE Group, if the Current Year Testing Method is used. The Qualified Nonelective Contribution shall be in an amount determined by the Company and shall be allocated in a manner determined by the Company.

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(f) Special Rules . The following special rules shall apply for purposes of applying the limitation described in Section 3(a) of this Appendix B:

(i) If a Highly Compensated Employee is eligible to participate in more than one arrangement permitting employee or matching contributions (within the meaning of section 401(m)(4)(A) of the Code) maintained by a member of the Affiliated Group, his or her Actual Contribution Percentage shall be determined as if all the arrangements were a single plan; provided, however, that the arrangements shall not be treated as a single plan to the extent that section 1.401(k)-1(b)(4) of the Treasury Regulations prohibits aggregation and, if the arrangements have different plan years, the arrangements are aggregated with respect to the plan years ending with or within the same calendar year;

(ii) If the Plan permits participation prior to an Eligible Employee’s satisfaction of the minimum age and service requirements of section 410(a)(1)(A) of the Code and if section 410(b)(4)(B) of the Code is applied in determining whether the Plan meets the requirements of section 410(b) of the Code, a separate HCE Group and a separate NHCE Group may be determined with regard to Eligible Employees who have not met the minimum age and service requirements of section 410(a)(1)(A) of the Code and the ACP Test may be performed separately for that HCE Group and NHCE Group or, alternatively, Eligible Employees who have not met the minimum age and service requirements of section 410(a)(1)(A) of the Code may instead be excluded in the determination of the Average Contribution Percentage for the NHCE Group, but not in the determination of the Average Contribution Percentage for the HCE Group;

(iv) In the event that the Plan satisfies the requirements of section 401(a)(4), 401(m) or 410(b) of the Code (other than the average benefit percentage test provisions of section 410(b)(2) of the Code) only if aggregated with one or more other plans maintained by a member of the Affiliated Group, or if one or more other of such plans satisfies the requirements of such sections of the Code only if aggregated with the Plan, then all such aggregated plans, including the Plan, shall be treated as a single plan for purposes of such sections of the Code;

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(v) In the event that the mandatory disaggregation rules of section 1.401(k)-1(b)(4) of the Treasury Regulations apply to the Plan, or to the Plan and other plans with which it is aggregated as described in subparagraphs (iii) and (iv) of this Section 3(f), then each mandatorily disaggregated portion of the Plan (or aggregated plans) shall be treated as a single plan; and

(vi) If the Plan is using the Prior Year Testing Method and if in the Plan Year being tested the Plan is affected by a Plan Coverage Change, then the preceding Plan Year’s Average Contribution Percentage for the preceding Plan Year’s NHCE Group shall be determined in accordance with IRS Notice 98-1 or any superseding guidance provided by a ruling, notice, or other document of general applicability issued under the authority of the Commissioner of Internal Revenue.

SECTION 4. CATCH-UP CONTRIBUTIONS.

Subject to Section 4 of Appendix D, each Participant who has attained age 50 before the close of the Plan Year shall be eligible to make catch-up contributions in accordance with administrative procedures established by the Plan Administrator at a rate equal to any whole percentage of the Participant’s Covered Compensation during such Plan Year not to exceed twenty-five percent (25%). Such catch-up contributions shall be made in accordance with, and subject to the limitations of, section 414(v) of the Code. Such catch-up contributions shall not be taken into account for purposes of the provisions of the Plan implementing the required limitations of sections 402(g) and 415 of the Code. The Plan shall not be treated as failing to satisfy the provisions of the Plan implementing the requirements of section 401(k)(3), 401(k)(11), 401(k)(12), 410(b), or 416 of the Code, as applicable, by reason of the making of such catch-up contributions. In addition, catch-up contributions are not Deferred Contributions for purposes of Regular Employer Contributions under Section 5.

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APPENDIX C
DIRECT TRANSFER PROVISIONS

SECTION 1. DIRECT TRANSFERS.

Notwithstanding any provision of the Plan to the contrary that would otherwise limit a Distributee’s election under this Appendix C, a Distributee may elect, subject to the conditions and administrative procedures prescribed by the Plan Administrator, to have any portion of an Eligible Rollover Distribution paid directly to an Eligible Retirement Plan specified by the Distributee in a Direct Rollover.

SECTION 2. DEFINITIONS.

(a) “Direct Rollover” means an Eligible Rollover Distribution that is paid by the Plan for the benefit of a Distributee to an Eligible Retirement Plan specified by the Distributee.

(b) “Distributee” means a Participant, a Beneficiary (if he or she is the surviving spouse of a Participant) or an “alternate payee” (as defined in section 414(p) of the Code) under a qualified domestic relations order (as defined in section 414(p) of the Code) if he or she is the spouse or former spouse of the Participant.

A Participant’s non-spouse Beneficiary shall also be a Distributee, subject to the limitations set forth in subsection (c), below.

(c) “Eligible Retirement Plan” means an individual retirement account described in section 408(a) of the Code, an individual retirement annuity described in section 408(b) of the Code, an annuity plan described in section 403(a) of the Code, an annuity contract described in section 403(b) of the Code, an eligible plan under section 457(b) of the Code which is maintained by a state, political subdivision of a state, or any agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan from this plan, or a qualified trust described in section 401(a) of the Code, that accepts a Distributee’s Eligible Rollover Distribution. The definition of Eligible Retirement Plan shall also apply in the case of a distribution to a surviving spouse, or to a spouse or former spouse who is the alternate payee under a qualified domestic relation order, as defined in section 414(p) of the Code.

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With respect to a Distributee who is a non-spouse Beneficiary, only an individual retirement plan as provided for under section 402(c)(11) of the Code will qualify as an Eligible Retirement Plan.

(d) “Eligible Rollover Distribution” means a distribution of all or any portion of the balance to the credit of a Distributee under the Plan, excluding: a distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the Distributee or the joint lives (or joint life expectancies) of the Distributee and the Distributee’s designated Beneficiary, or for a specified period of ten years or more; a distribution to the extent such distribution is required under section 401(a)(9) of the Code; the portion of any distribution that is not includable in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities); a distribution described in section 1.402(c)-2 Q&A 4 of the Treasury Regulations; and any amount distributed on account of hardship.

Capitalized terms used in this Appendix C that are not defined herein shall have the same meaning as those terms do in the Plan.

SECTION 3. ROLLOVER TO ROTH IRA.

Notwithstanding any other provision of the Plan to the contrary, and subject to the provisions of Section 408A(e) of the Code, distributions from this Plan may be paid directly to a Roth IRA specified by a Distributee, other than a Distributee who is a non-spouse Beneficiary, in a Direct Rollover.

APPENDIX D
MERGER OF REDSWITCH RETIREMENT SAVINGS PLAN

The RedSwitch Retirement Savings Plan (the “RedSwitch Plan”) shall be merged with and into the Agilent Technologies, Inc. 401(k) Plan (the “Agilent Plan”) effective on or around March 31, 2003 or as soon as administratively practicable thereafter (the “RedSwitch Merger Date”). The merger of the RedSwitch Plan and the Agilent Plan shall be effected in accordance with the following provisions:

SECTION 1. ONE HUNDRED PERCENT VESTING (100%) OF ACCOUNTS.

Effective as of the RedSwitch Merger Date (or such earlier date as the Plan Administrator shall determine in its sole discretion), the account balances of the RedSwitch Participants in the RedSwitch Plan shall be one hundred percent (100%) vested.

SECTION 2. TRANSFER OF ACCOUNT BALANCES.

The account balances under the RedSwitch Plan shall be transferred to the Agilent Plan through a direct transfer from the trust fund for the RedSwitch Plan to the Trust Fund for the Agilent Plan, with such transfer to be effected on the RedSwitch Merger Date.

SECTION 3. AMOUNT OF ACCOUNT BALANCE.

The account balance credited to each individual under the RedSwitch Plan immediately prior to the RedSwitch Merger Date shall be credited to the Account maintained for such individual under the Agilent Plan immediately after the RedSwitch Merger Date. Accordingly, the account balance maintained under the Agilent Plan for each individual who remained a participant in the RedSwitch Plan on the RedSwitch Merger Date shall be, immediately after such date, credited with a dollar amount equal to that individual’s account balance under the RedSwitch Plan immediately prior to the RedSwitch Merger Date.

SECTION 4. INVESTMENT OF ACCOUNT BALANCE.

The account balances to be transferred from the RedSwitch Plan to the Agilent Plan shall be invested in accordance with each Participant’s new investment directive. In the absence of such

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directives, the transferred account balances shall be invested in such Funds as the Plan Administrator deems appropriate, in its sole and absolute discretion.

SECTION 5. SERVICE CREDIT.

Each Participant in the Agilent Plan shall, for eligibility and vesting purposes under the Agilent Plan, be credited with all service credited to such Participant for eligibility and vesting purposes under the RedSwitch Plan immediately prior to the RedSwitch Merger Date.

SECTION 6. PROTECTED BENEFITS.

The terms and provisions of the Agilent Plan shall govern the rights, benefits and entitlements of all Participants and any other individuals who have an interest in any outstanding account balance under the merged Agilent Plan. The terms and provisions of the RedSwitch Plan shall, as of the RedSwitch Merger Date, be extinguished and cease to have any force or effect. However, any benefits accrued under the RedSwitch Plan prior to the RedSwitch Merger Date, and only with respect to such accrued benefits as of the RedSwitch Merger Date, shall, to the extent those benefits are protected under section 411(d)(6) of the Code (the “Protected Benefits”), be preserved under the Agilent Plan and shall not, in any way prohibited by law, be affected, reduced or eliminated as a result of the merger of the RedSwitch Plan with and into the Agilent Plan. Except as provided in Sections 7, 8 and 9 of this Appendix E, no Protected Benefits exist for Participants who held account balances in the RedSwitch Plan as of the RedSwitch Merger Date (a “RedSwitch Participant”) which are not included in the Agilent Plan.

SECTION 7. IN-SERVICE WITHDRAWAL.

A RedSwitch Participant may, at any time, request an in-service withdrawal of that portion of the Participant’s Account balance in the Agilent Plan which corresponds to such Participant’s “employer contributions” transferred from the RedSwitch Plan, provided however, that such employer contributions must have been held in the Participant’s Account under the Agilent Plan and/or the RedSwitch Plan, for at least twenty-four (24) months prior to the in-service withdrawal request.

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SECTION 8. IN-SERVICE WITHDRAWAL OF AFTER-TAX EMPLOYEE CONTRIBUTIONS.

A RedSwitch Participant may, at any time, request an in-service withdrawal of that portion of the Participant’s Account balance in the Agilent Plan, which corresponds, to such Participant’s after-tax employee contributions transferred from the RedSwitch Plan.

SECTION 9. INSTALLMENT DISTRIBUTIONS.

If any RedSwitch Participant is entitled to a distribution under the Agilent Plan after the RedSwitch Merger Date, but prior to June 29, 2003, then for any such distribution requested during such period, the RedSwitch Participant shall be entitled to request a distribution of that portion of the Participant’s Account balance in the Agilent Plan which corresponds to such Participant’s amounts transferred from the RedSwitch Plan in the form of installments under a systematic withdrawal schedule agreed upon by both the RedSwitch Participant and the Plan Administrator. However, for any distribution requested by a RedSwitch Participant after June 29, 2003, the only form of distribution, which shall be permitted under the Agilent Plan, shall be a single lump sum payment.

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APPENDIX E
MINIMUM REQUIRED DISTRIBUTIONS

SECTION 1. GENERAL RULES.

1.1 Effective Date . The provisions of this Appendix F will apply for purposes of determining required minimum distributions for calendar years beginning with the 2003 calendar year. This Appendix F incorporates the Model Amendment set forth in Revenue Procedure 2002 29.

1.2 Precedence . The requirements of this Appendix F will take precedence over any inconsistent provisions of the Plan.

1.3 Requirements of Treasury Regulations Incorporated . All distributions required under this Appendix F will be determined and made in accordance with the Treasury Regulations under Section 401(a)(9) of the Internal Revenue Code.

1.4 TEFRA Section 242(b)(2) Elections . Notwithstanding the other provisions of this Appendix F, distributions may be made under a designation made before January 1, 1984, in accordance with section 242(b)(2) of the Tax Equity and Fiscal Responsibility Act (TEFRA) and the provisions of the Plan that relate to section 242(b)(2) of TEFRA.

SECTION 2. TIME AND MANNER OF DISTRIBUTION.

2.1 Required Beginning Date . The Participant’s entire interest will be distributed, or begin to be distributed, to the Participant no later than the Participant’s Required Beginning Date.

2.2 Death of Participant Before Distributions Begin . If the Participant dies before distributions begin, the Participant’s entire interest will be distributed, or begin to be distributed, no later than as follows:

(a) If the Participant’s surviving spouse is the Participant’s sole designated Beneficiary, then, except as provided below, distributions to the surviving spouse will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died, or by December 31 of the calendar year in which the Participant would have attained age 70½, if later.

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(b) If the Participant’s surviving spouse is not the Participant’s sole designated Beneficiary, then, except as provided below, distributions to the designated Beneficiary will begin by December 31 of the calendar year immediately following the calendar year in which the Participant died.

(c) If there is no designated Beneficiary as of September 30 of the year following the year of the Participant’s death, the Participant’s entire interest will be distributed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.

(d) If the Participant’s surviving spouse is the Participant’s sole designated Beneficiary and the surviving spouse dies after the Participant but before distributions to the surviving spouse begin, this section 2.2, other than section 2.2(a), will apply as if the surviving spouse were the Participant.

For purposes of this section 2.2 and section 4, unless section 2.2(d) applies, distributions are considered to begin on the Participant’s Required Beginning Date. If section 2.2(d) applies, distributions are considered to begin on the date distributions are required to begin to the surviving spouse under section 2.2(a).

2.3 Forms of Distribution . Unless the Participant’s interest is distributed in a single sum on or before the Required Beginning Date, as of the first distribution calendar year distributions will be made in accordance with sections 3 and 4.

SECTION 3. REQUIRED MINIMUM DISTRIBUTIONS DURING PARTICIPANT’S LIFETIME.

3.1 Amount of Required Minimum Distribution For Each Distribution Calendar Year . During the Participant’s lifetime, the minimum amount that will be distributed for each distribution calendar year is the lesser of:

(a) the quotient obtained by dividing the Participant’s account balance by the distribution period in the Uniform Lifetime Table set forth in Section 1.401(a)(9)-9 of the Treasury Regulations, using the Participant’s age as of the Participant’s birthday in the distribution calendar year; or

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(b) if the Participant’s sole designated Beneficiary for the distribution calendar year is the Participant’s spouse, the quotient obtained by dividing the Participant’s account balance by the number in the Joint and Last Survivor Table set forth in Section 1.401(a)(9)-9 of the Treasury Regulations, using the Participant’s and spouse’s attained ages as of the Participant’s and spouse’s birthdays in the distribution calendar year.

3.2 Lifetime Required Minimum Distributions Continue Through Year of Participant’s Death . Required minimum distributions will be determined under this section 3 beginning with the first distribution calendar year and up to and including the distribution calendar year that includes the Participant’s date of death.

SECTION 4. REQUIRED MINIMUM DISTRIBUTIONS AFTER PARTICIPANT’S DEATH.

4.1 Death On or After Date Distributions Begin .

(a) Participant Survived by Designated Beneficiary . If the Participant dies on or after the date distributions begin and there is a designated Beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s account balance by the longer of the remaining life expectancy of the Participant or the remaining life expectancy of the Participant’s designated Beneficiary determined as follows:

(1) The Participant’s remaining life expectancy is calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.

(2) If the Participant’s surviving spouse is the Participant’s sole designated Beneficiary, the remaining life expectancy of the surviving spouse is calculated for each distribution calendar year after the year of the Participant’s death using the surviving spouses age as of the spouse’s birthday in that year. For distribution calendar years after the year of the surviving spouse’s death, the remaining life expectancy of the surviving spouse is calculated using the age of the surviving spouse as of the spouse’s birthday in the calendar year of the spouse’s death, reduced by one for each subsequent calendar year.

(3) If the Participant’s surviving spouse is not the Participant’s sole designated Beneficiary, the designated Beneficiary’s remaining life expectancy is calculated using

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the age of the Beneficiary in the year following the year of the Participant’s death, reduced by one for each subsequent year.

(b) No Designated Beneficiary . If the Participant dies on or after the date distributions begin and there is no designated Beneficiary as of September 30 of the year after the year of the Participant’s death, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s account balance by the Participant’s remaining life expectancy calculated using the age of the Participant in the year of death, reduced by one for each subsequent year.

4.2 Death Before Date Distributions Begin .

(a) Participant Survived by Designated Beneficiary . If the Participant dies before the date distributions begin and there is a designated Beneficiary, the minimum amount that will be distributed for each distribution calendar year after the year of the Participant’s death is the quotient obtained by dividing the Participant’s account balance by the remaining life expectancy of the Participant’s designated Beneficiary, determined as provided in section 4.1.

(b) No Designated Beneficiary . If the Participant dies before the date distributions begin and there is no designated Beneficiary as of September 30 of the year following the year of the Participant’s death, distribution of the Participant’s entire interest will be completed by December 31 of the calendar year containing the fifth anniversary of the Participant’s death.

(c) Death of Surviving Spouse Before Distributions to Surviving Spouse Are Required to Begin . If the Participant dies before the date distributions begin, the Participant’s surviving spouse is the Participant’s sole designated Beneficiary, and the surviving spouse dies before distributions are required to begin to the surviving spouse under section 2.2(a), this section 4.2 will apply as if the surviving spouse were the Participant.

SECTION 5. DEFINITIONS.

5.1 Designated Beneficiary . The individual who is designated as the Beneficiary under Section 2(d) of the Plan and is the designated Beneficiary under section 401(a)(9) of the Code and Section 1.401(a)(9)-1, Q&A-4, of the Treasury Regulations.

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5.2 Distribution Calendar Year . A calendar year for which a minimum distribution is required. For distributions beginning before the Participant’s death, the first distribution calendar year is the calendar year immediately preceding the calendar year which contains the Participant’s Required Beginning Date. For distributions beginning after the Participant’s death, the first distribution calendar year is the calendar year in which distributions are required to begin under section 2.2. The required minimum distribution for the Participant’s first distribution calendar year will be made on or before the Participant’s Required Beginning Date. The required minimum distribution for other distribution calendar years, including the required minimum distribution for the distribution calendar year in which the Participant’s Required Beginning Date occurs, will be made on or before December 31 of that distribution calendar year.

5.3 Life Expectancy . Life expectancy as computed by use of the Single Life Table in Section 1.401(a)(9)-9 of the Treasury Regulations.

5.4 Participant’s Account Balance . The account balance as of the last valuation date in the calendar year immediately preceding the distribution calendar year (valuation calendar year) increased by the amount of any contributions made and allocated or forfeitures allocated to the account balance as of dates in the valuation calendar year after the valuation date and decreased by distributions made in the valuation calendar year after the valuation date. The account balance for the valuation calendar year includes any amounts rolled over or transferred to the plan either in the valuation calendar year or in the distribution calendar year if distributed or transferred in the valuation calendar year.

5.5 Required Beginning Date . The Required Beginning Date shall be the date specified in Section 2(ff) of the Plan.

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APPENDIX F
ROTH DEFERRED CONTRIBUTIONS

SECTION 1. GENERAL APPLICATION.

(a) The Plan will accept Roth Deferred Contributions made on behalf of Participants. A Participant’s Roth Deferred Contributions will be allocated to the Participant’s Roth Deferred Contribution Account, as described in Section 2 below.

(b) Unless specifically stated otherwise, Roth Deferred Contributions will be treated as Deferred Contributions for all purposes under the Plan.

SECTION 2. SEPARATE ACCOUNTING.

(a) Contributions and withdrawals of Roth Deferred Contributions will be credited and debited to a Roth Deferred Contribution Account, maintained for each Participant which will contain only the Roth Deferred Contributions.

(b) The Plan will maintain a record of the amount of Roth Deferred Contributions in each Roth Deferred Contribution Account.

(c) Gains, losses, and other credits or charges must be separately allocated on a reasonable and consistent basis to a Participant’s Roth Deferred Contribution Account, and the Participant’s other Accounts under the Plan.

SECTION 3. DIRECT ROLLOVERS.

(a) Notwithstanding Appendix C of the Plan, a direct rollover of a distribution from a Roth Deferred Contribution Account under the Plan will only be made to another Roth Deferred Contribution Account under an applicable retirement plan described in Section 402A(e)(1) of the Code or to a Roth IRA described in Section 408A of the Code, and only to the extent the rollover is permitted under the rules of Section 402(c) of the Code. The Plan will not provide for a direct rollover for distributions from a Participant’s Roth Deferred Contribution Account if the amount of the distributions that are eligible rollover distributions, as defined in Section 2(c) of Appendix C, are reasonably expected to total less than $200 during the Plan Year.

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(b) For purposes of Section 10(b)(i) of the Plan, eligible rollover distributions from a Participant’s Roth Deferred Contribution Account are taken into account in determining whether the total amount of the Participant’s account balances under the Plan exceeds $1,000 for purposes of involuntary cash-outs from the Plan.

(c) Notwithstanding Section 13(k) of the Plan, the Plan will accept a rollover contribution to a Roth Deferred Contribution Account only if it is a direct rollover from another Roth Deferred Contribution Account under an applicable retirement plan described in Section 402A(e)(1) of the Code and only to the extent the rollover is permitted under the rules of Section 402(c) of the Code.

SECTION 4. CORRECTION OF EXCESS CONTRIBUTIONS.

In the case of a distribution of Excess Deferrals or Excess Contributions to a Highly Compensated Employee in accordance with Appendix B of the Plan, the Plan will distribute the Roth Deferred Contributions first.

SECTION 5. ROTH IN-PLAN CONVERSION.

In accordance with Section 402A(c)(4) of the Code and any guidance issued thereunder, a Participant who is eligible to receive a distribution from the Plan may elect an In-Plan Roth conversion of an Eligible Rollover Distribution from any Account except his or her Roth Deferred Contribution Account. The converted amounts are included in the Participant’s income in the year of the in-Plan Roth conversion. The funds converted in an In-Plan Roth conversion shall be held in the Participant’s Roth In-Plan Conversion Account.

SECTION 6. DEFINITIONS.

“Roth Deferred Contributions” means a Deferred Contribution that is (a) designated irrevocably by the Participant at the time of the cash or deferred election as a Roth Deferred Contribution that is being made in lieu of all or a portion of the pre-tax Deferred Contribution the Participant is otherwise eligible to make under the Plan; and (b) treated by the Company as includible in the Participant’s income at the time the Participant would have received that amount in cash if the Participant had not made a cash or deferred election.

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SECTION 7. PLAN INCONSISTENCIES.

To the extent any provision in the Plan contradicts with this Appendix F, such provision is deemed to conform with this Appendix F.

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Exhibit 10.28

KEYSIGHT TECHNOLOGIES, INC.

DEFERRED PROFIT-SHARING PLAN

(Effective as of August 1, 2014)

TABLE OF CONTENTS


SECTION 1.	ESTABLISHMENT AND PURPOSE OF THE PLAN.


SECTION 2.	PARTICIPATION.


(a)	Commencement of Participation .


(b)	Termination of Participation .


SECTION 3.	COMPANY CONTRIBUTIONS.


SECTION 4.	BENEFITS AT TERMINATION OF EMPLOYMENT.


SECTION 5.	BENEFITS UPON DEATH.


(a)	Death While Employed .


(b)	Death Following Termination of Employment .


(i)	Before Distribution (or Commencement of Distribution) .


(ii)	After Distribution (or Commencement of Distribution) .


(c)	Beneficiary .


(d)	Form and Time of Commencement of Benefits to Beneficiaries .


(e)	Death of Beneficiary Before Distribution (or Commencement of Distribution) .


(f)	Interest on Lump Sum Payments .


(g)	Qualified Domestic Relations Orders .


SECTION 6.	VESTED BENEFITS.


SECTION 7.	FORM AND TIME OF DISTRIBUTION OF PLAN BENEFITS TO PARTICIPANTS.


(a)	Forms Available .


(b)	Form of Payment .


(c)	Election of Form of Payment .


(d)	Time of Payment or Distribution .


(e)	Time of Distribution of Lump Sum Payments .


(f)	Interest on Lump Sum Payments .


(g)	Effect of Failure to Elect a Form of Benefit .


(i)	Married Participants .


(ii)	Single Participants .


(h)	Joint Annuitants .


(i)	Effect of Death of Joint Annuitant on Election of Form of Plan Benefit .


(i)	Death Before Annuity Starting Date .


(ii)	Death After Annuity Starting Date .


(j)	Effect of Death of Participant on Election of Form of Plan Benefit .


(i)	Before Commencement of Distribution .


(ii)	After Commencement of Distribution .


(k)	Limit on Forms of Benefits .


(l)	Amount of Annuities .


(m)	Required Consent and Commencement of Benefit Distributions .


SECTION 8.	PAYMENT OF PLAN BENEFITS IN THE FORM OF AN ANNUITY.


SECTION 9.	ACCOUNTS; VALUATION; INVESTMENT OF ACCOUNTS.


(a)	Types of Accounts .


(b)	Valuation of Accounts .


(c)	Trust Fund and Investment of Participant Accounts .


SECTION 10.	GENERAL PROVISIONS.


(a)	Information About Benefits .


(b)	No Assignment of Rights .


(c)	Compliance With USERRA .


(d)	Plan Mergers .


(e)	Plan Transfers .


(f)	No Right in Trust Fund or to Employment .


(g)	Competency to Handle Benefits .


(h)	False or Erroneous Statements .


(i)	Cash-Out of Small Benefits .


(j)	Effect of Reemployment Before Distribution (or Commencement of Distribution) .


(k)	Effect of Subsequent Changes in Plan .


(l)	Governing Law .


(m)	Coordination of Payment with Retirement Plan .


(n)	Lost Participant or Beneficiary .


SECTION 11.	FIDUCIARY RESPONSIBILITIES AND PLAN ADMINISTRATION.


(a)	Named Fiduciary for Plan Administration .


(b)	Named Fiduciary for Management of Plan Assets .


(c)	Service in Several Fiduciary Capacities .


(d)	Duties and Responsibilities of the Plan Administrator .


(e)	Delegation of Fiduciary Responsibilities .


(f)	Indemnification .


SECTION 12.	FUNDING POLICY AND METHOD.


(a)	Contributions .


(b)	Expenses of the Plan and Trust .


(c)	Cash Requirements .


(d)	Independent Accountant .


SECTION 13.	CLAIMS PROCEDURE.


(a)	Claims for Benefits .


(b)	Denial of Claims .


SECTION 14.	REVIEW PROCEDURE.


(a)	Appointment of Review Panel .


(b)	Right To Appeal .


(c)	Form of Request for Review .


(d)	Time for Review Panel Action .


(e)	Review Panel Decision .


(f)	Rules and Procedures .


(g)	Exhaustion of Remedies .


SECTION 15.	AMENDMENT AND TERMINATION OF THE PLAN.


(a)	Future of the Plan .


(b)	Limitation on Amendments .


(c)	Termination of the Plan .


(d)	Obligations Upon Termination of the Plan .


(e)	Allocation of Trust Fund Upon Termination of the Plan .


SECTION 16.	DEFINITIONS.


(a)	“ Affiliate ”


(b)	“ Affiliated Group ”


(c)	“ Agilent ”


(d)	“ Agilent Affiliated Group ”


(e)	“ Agilent DPSP ”


(f)	“ Annuity Starting Date ”


(g)	“ Beneficiary ”


(h)	“ Code ”


(i)	“ Company ”


(j)	“ Distribution Date ”


(k)	“ Employee ”


(l)	“ ERISA ”


(m)	“ Fund A ”


(n)	“ Hewlett-Packard ”


(o)	“ Hewlett-Packard Affiliated Group ”


(p)	“ Hewlett-Packard DPSP ”


(q)	“ Individual Life Annuity ”


(r)	“ Investment Manager ”


(s)	“ Joint and Survivor Annuities ”


(t)	“ Keysight Group Employee ”


(u)	“ Participant ”


(v)	“ Participant Account ”


(w)	“ Participating Company ”


(x)	“ Plan ”


(y)	“ Plan Benefit ”


(z)	“ Plan Year ”


(aa)	“ Required Beginning Date ”


(bb)	“ Retirement Plan ”


(cc)	“ Spouse ”


(dd)	“ Subsequently Transferred Keysight Employee ”

iii


(ee)	“ Subsidiary ”


(ff)	“ Surviving Spouse Benefit ”


(gg)	“ Transfer Date ”


(hh)	“ Trust ”


(ii)	“ Trust Agreement ”


(jj)	“ Trustee ”


(kk)	“ Trust Fund ”


(ll)	“ Valuation Date ”


SECTION 17.	EXECUTION.

APPENDIX A TOP-HEAVY PROVISIONS A-1

APPENDIX B DIRECT TRANSFER PROVISIONS B-1

KEYSIGHT TECHNOLOGIES, INC.

DEFERRED PROFIT-SHARING PLAN

(Effective as of August 1, 2014))


SECTION 1.	ESTABLISHMENT AND PURPOSE OF THE PLAN.

On August 1, 2014, (“Operational Separation Date”), Agilent Technologies, Inc. (“Agilent”) created a wholly-owned subsidiary titled Keysight Technologies, Inc. (the “Company”) as a part of a planned corporate separation of Company operations (“Operational Separation”) and subsequent distribution of all outstanding Company common stock to Agilent’s shareholders (the “Distribution”). Effective no later than the date of Operational Separation, the Keysight Technologies, Inc. Deferred Profit Sharing Plan (the “Plan”) was established by the Company with substantially similar terms to the Agilent Technologies, Inc. Deferred Profit Sharing Plan (the “Agilent DPSP”), and the Company will assume the portion of the assets and liabilities of the Agilent DPSP related to Participants. During the period between the Operational Separation Date and the date of Distribution (the “Distribution Date”), Participants shall participate in this Plan and Agilent employees, including Participants who return to employment at Agilent before November 1, 2014, shall participate in the Agilent DPSP, consistent with the provisions of each plan. On and after the Distribution Date, the DPSP benefits payable to Participants (as such capitalized term is defined) will be provided solely under this Plan. Neither the Operational Separation nor the Distribution shall be treated as a benefit distribution event under the Plan with respect to any Participant.

and the United States Department of Labor. The Company retains the right, as provided in Section 15, to amend or terminate the Plan at any time. In the event the Company resumes making contributions to the Plan, the Plan shall be so amended to provide that the allocation of such contributions shall comply with the limitations of sections 401(a)(17) and 415(c) of the Internal Revenue Code.

Certain capitalized terms used in the text of the Plan are defined in Section 16 in alphabetical order. Any and all decisions involving the interpretation of the Plan’s provisions, including but not limited to, eligibility, contributions, vesting, investments, valuations and distributions, shall be made by the Benefits Committee in its sole discretion.


SECTION 2.	PARTICIPATION.

(a) Commencement of Participation . Only Participants shall participate in the Plan. No individual who was not a Participant as of May 1, 2000 shall participate in the Plan.

(b) Termination of Participation . An individual shall cease to be a Participant as of the date he or she ceases to be an Employee, unless the individual is entitled to benefits hereunder, in which event his or her status as a Participant shall terminate on the earlier of the date of his or her death or the date no further amount is payable to the individual hereunder.


SECTION 3.	COMPANY CONTRIBUTIONS.

No contributions shall be made to the Plan, except as provided for in Section 10(n).


SECTION 4.	BENEFITS AT TERMINATION OF EMPLOYMENT.

If a Participant’s employment by the Affiliated Group terminates, the Participant shall be entitled to a Plan Benefit equal to 100% of his or her Participant Account, valued as of the Participant’s Valuation Date. In no event shall Plan Benefits be payable as a result of the Company

ceasing to be a member of the Agilent controlled group of corporations (within the meaning of section 1563(a) of the Code) as of the Distribution Date.


SECTION 5.	BENEFITS UPON DEATH.

(a) Death While Employed . If a Participant dies while he or she is employed by any member of the Affiliated Group, his or her Beneficiary shall be entitled to a Plan Benefit equal to 100% of the Participant’s Participant Account, valued as of the Beneficiary’s Valuation Date.

(b) Death Following Termination of Employment .

(i) Before Distribution (or Commencement of Distribution) . If a Participant dies after his or her employment by the Affiliated Group has terminated but before his or her Plan Benefit has been distributed (or before the date as of which distribution thereof is to commence), his or her Beneficiary shall be entitled to a Plan Benefit equal to the Participant’s Participant Account (valued as of the Beneficiary’s Valuation Date).

(ii) After Distribution (or Commencement of Distribution) . If a Participant dies after his or her employment by the Affiliated Group has terminated and after the date as of which distribution of his or her Plan Benefit is to commence, but before the entire amount of such Benefit has been distributed, the Participant’s Beneficiary shall be entitled to receive only the amount, if any, payable to such Beneficiary in accordance with the form of Plan Benefit which was being paid to the Participant under Section 7.

(c) Beneficiary . A Participant’s Beneficiary shall be the person(s) so designated by such Participant (i) under this Plan, or (ii) under the Agilent DPSP or the Hewlett-Packard DPSP until an initial Beneficiary designation is made under the Plan. If the Participant has not made an effective designation of a Beneficiary or if the named Beneficiary is not living when a distribution is to be made, then (i) the then living Spouse of the deceased Participant shall be the Beneficiary; or (ii) if

none, the then living children of the deceased Participant shall be the Beneficiaries in equal shares; or (iii) if the Participant has neither a Spouse nor children living at the time of such payment, his or her then living parents shall be his or her Beneficiaries, in equal shares; or (iv) if none of the individuals described in (i)-(iii) are living at the time of payment, the estate of the Participant shall be the Beneficiary. The Participant may change his or her designation of a Beneficiary from time to time. Any designation of a Beneficiary (or an amendment or revocation thereof) shall be effective only if it is made in the manner prescribed by the Plan Administrator and is received by the organization designated by the Plan Administrator prior to the Participant’s death. In the case of a married Participant, any designation of a person other than his or her Spouse as Beneficiary shall be effective only if the Spouse consents in writing to the designation during the period beginning after the date the Participant has been given the description of the Surviving Spouse Benefit and no earlier than the earlier of (A) the date the Participant is no longer an Employee or (B) the first day of the Plan Year in which the Participant attains age 35 and ending on the date of the Participant’s death. Notwithstanding the preceding sentence, a Participant may, after the date the Participant has been given the description of the Surviving Spouse Benefit and prior to the time described in the preceding sentence, make a special qualified election to designate, with his or her Spouse’s consent, a person other than his or her Spouse as Beneficiary. If a Participant makes a proper election after the date the Participant has been given the description of the Surviving Spouse Benefit, but prior to the earlier of (A) the date the Participant is no longer an Employee or (B) the first day of the Plan Year in which the Participant attains age 35, the election shall be invalid on the first day of the Plan Year in which the Participant attains age 35. The Spouse’s consent shall acknowledge the effect of the designation and shall be witnessed by a notary public. The Spouse may revoke such consent only in the event the Participant changes his or her Beneficiary designation. The Spouse’s consent

shall not be required if the Participant establishes to the satisfaction of the Company or the organization designated by the Company that the Spouse’s consent cannot be obtained because the Spouse cannot be located or because of other reasons deemed acceptable under applicable regulations.

(d) Form and Time of Commencement of Benefits to Beneficiaries . If the Beneficiary is the Participant’s surviving Spouse, the Plan Benefit shall be distributed in the form of a single life annuity pursuant to Section 8 hereof, unless such surviving Spouse has elected to have his or her Plan Benefit distributed in the form of a single lump sum distribution in cash. At any time prior to the date that the surviving Spouse’s Plan Benefit is to be distributed pursuant to the preceding sentence, the surviving Spouse may elect, in the manner prescribed by the Plan Administrator, to have his or her Plan Benefit distributed in the form of a single lump sum distribution in cash. If the Participant’s Beneficiary is not his or her surviving Spouse, the Plan Benefit shall be distributed in the form of a single lump sum distribution in cash not later than 12 months after the date of the Participant’s death.

(e) Death of Beneficiary Before Distribution (or Commencement of Distribution) . If a Beneficiary who is entitled to a Plan Benefit under Section 5 dies before such Plan Benefit has been distributed (or before the date as of which distribution thereof is to commence), such Plan Benefit shall be distributed in the form of a single lump sum distribution in cash to the Beneficiary’s spouse, if then living, or if not, to his or her then living children, in equal shares, or if none, to his or her then living parents, in equal shares, or if none, to his or her estate, as soon as practicable following the Beneficiary’s death, but in no event later than five years after the Participant’s death.

(f) Interest on Lump Sum Payments . In the event the distribution of a Beneficiary’s Plan Benefit is made in the form of a single lump sum distribution in cash, the amount of such

Beneficiary’s Plan Benefit shall be credited with interest for the period from the last Valuation Date to the date payment is made by the Plan. The interest credited shall be at an annual rate equal to the ninety day Treasury Bill rate in effect on such Valuation Date.

(g) Qualified Domestic Relations Orders . Entitlement of a Beneficiary to benefits pursuant to this Section 5 shall be subject to the requirements of any “qualified domestic relations order” (as defined in section 414(p) of the Code).


SECTION 6.	VESTED BENEFITS.

All Participant Accounts of Participants are 100% vested. If a Participant’s employment by the Affiliated Group terminates, the Participant shall be entitled to a Plan Benefit equal to 100% of his or her Participant Account. For purposes of this Section 6 the value of a Participant’s Participant Account shall be determined as of his or her Valuation Date.


SECTION 7.	FORM AND TIME OF DISTRIBUTION OF PLAN BENEFITS TO PARTICIPANTS.

(a) Forms Available . In accordance with and subject to the rules described in Sections 7(b) through (e) below, a Participant may elect to have his or her Plan Benefit paid in any of the following forms:

(i) An Individual Life Annuity, which provides a monthly benefit to the Participant for life;

(ii) A Joint and 50% Survivor Annuity, which provides a monthly benefit to the Participant for life and, upon his or her death, a monthly benefit equal to 50% of the monthly benefit paid to the Participant continued to his or her joint annuitant (if then living) for the joint annuitant’s life;

(iii) A Joint and 75% Survivor Annuity, which provides a monthly benefit to the Participant for life and, upon his or her death, a monthly benefit equal to 75% of the monthly benefit paid to the Participant continued to his or her joint annuitant (if then living) for the joint annuitant’s life;

(iv) A Joint and 100% Survivor Annuity, which provides a monthly benefit to the Participant for life and, upon his or her death, a monthly benefit equal to 100% of the monthly benefit paid to the Participant continued to his or her joint annuitant (if then living) for the joint annuitant’s life; or

(v) A single lump sum distribution in cash.

(b) Form of Payment . A Participant’s Plan Benefit shall be paid in the form of an annuity unless he or she has properly elected to have such Plan Benefit distributed in the form of a single lump sum distribution in cash.

(c) Election of Form of Payment . By taking the appropriate actions prescribed by the Plan Administrator within the 180-day period ending on the Annuity Starting Date, a Participant may elect to have his or her Plan Benefit paid in any one of the forms of annuity described in Section 7(a)(i) through (iv) above or in the form of a single lump sum distribution in cash as described in Section 7(a)(v). Any election by a married Participant to have his or her Plan Benefit paid in a form other than an annuity described in Section 7(a)(ii) through (iv) with his or her Spouse as the joint annuitant shall be effective only if the Participant’s Spouse consents in writing to the election within the 180-day period ending on the Annuity Starting Date. Such consent shall acknowledge the effect of the election and shall be witnessed by a notary public. The Spouse may revoke such consent only in the event the Participant changes his or her election. Subject to the foregoing, a

Participant who has made an election pursuant to this Section 7(c) may change or revoke such election at any time up to the Annuity Starting Date.

(d) Time of Payment or Distribution . Payment of a Participant’s Plan Benefit in the form of an annuity shall commence effective as of the first day of a month designated by the Participant which follows both the Participant’s termination of employment by the Affiliated Group and the receipt by the Company or the organization designated by the Company of the Participant’s election. Distribution of a Participant’s Plan Benefit in the form of a single lump sum distribution in cash shall be made in accordance with the rules described in Section 7(e) below.

Notwithstanding any other provision of the Plan to the contrary, distribution of a Participant’s Plan Benefit shall be made not later than his or her Required Beginning Date and all distributions will be made in accordance with the requirements of Section 401(a)(9) of the Code as may be amended from time to time (including, but not limited to the incidental death benefit requirement of Section 401(a)(9)(G)) and Treasury Regulations sections 1.401(a)(9)-2 through 1.401(a)(9)-9, as may be amended from time to time.

(e) Time of Distribution of Lump Sum Payments . If a Participant has properly elected to receive his or her Plan Benefit in the form of a single lump sum distribution in cash (pursuant to Section 7(c)), the Participant’s Plan Benefit will be distributed as of a month designated by the Participant and as soon as practicable following both the termination of his or her employment by the Affiliated Group and the receipt by the Company or the organization designated by the Company of the Participant’s election, but in no event later than his or her Required Beginning Date.

(f) Interest on Lump Sum Payments . In the event the distribution of a Participant’s Plan Benefit is made in the form of a single lump sum distribution in cash, the amount of such Participant’s Plan Benefit shall be credited with interest for the period from the last Valuation Date to the date

payment is made by the Plan. The interest credited shall be at an annual rate equal to the ninety day Treasury Bill rate in effect on such Valuation Date.

(g) Effect of Failure to Elect a Form of Benefit . If a Participant’s Plan Benefit is to be paid in the form of an annuity (pursuant to Section 7(b)) and the Participant has not elected the form of annuity in which his or her Plan Benefit is to be paid by the Annuity Starting Date or if, in the case of a married Participant, the Participant’s Spouse has not consented to the Participant’s election of an Individual Life Annuity, or single lump sum distribution in cash, or the designation of an individual other than the Spouse as the Participant’s joint annuitant, the following rules shall apply:

(i) Married Participants . If the Participant is married on the Annuity Starting Date, the Participant’s Plan Benefit shall be paid in the form of a Joint and 50% Survivor Annuity, providing a monthly benefit to the Participant for life and, upon his or her death, a monthly benefit equal to 50% of the monthly benefit paid to the Participant continued to his or her Spouse (if then living) for such Spouse’s life.

(ii) Single Participants . If the Participant is not married on the Annuity Starting Date, the Participant’s Plan Benefit shall be paid in the form of an Individual Life Annuity, providing a monthly benefit to the Participant for his or her life.

(h) Joint Annuitants . A Participant may designate any individual permitted by ERISA as his or her joint annuitant; provided, however, that a married Participant may designate an individual other than his or her Spouse as joint annuitant only if the Spouse consents in writing to such designation within the 180-day period ending on the Annuity Starting Date. Such consent shall acknowledge the effect of such designation and shall be witnessed by a notary public. In the event the Participant changes his or her designation of a joint annuitant, the Spouse’s consent shall

again be required unless the original consent waived the right to consent to a changed designation. Any designation of a joint annuitant shall be made in the manner prescribed by the Plan Administrator and shall be filed with the Plan Administrator or the organization designated by the Plan Administrator. A Participant may not change a previous designation of a joint annuitant after the Annuity Starting Date.

(i) Effect of Death of Joint Annuitant on Election of Form of Plan Benefit .

(i) Death Before Annuity Starting Date . If a Participant’s Plan Benefit is to be paid in the form of a Joint and Survivor Annuity and his or her Spouse or other joint annuitant dies before the Annuity Starting Date, the Participant shall be deemed to have elected to receive his or her Plan Benefit in the form of an Individual Life Annuity. In such a case, the Participant may elect another form of Plan Benefit and/or designate a new joint annuitant within the appropriate election period and subject to the applicable rules described in this Section 7.

(ii) Death After Annuity Starting Date . If a Participant’s Spouse or other joint annuitant dies on or after the Annuity Starting Date, the Participant may not change the form in which such Benefit is to be paid.

(j) Effect of Death of Participant on Election of Form of Plan Benefit .

(i) Before Commencement of Distribution . If a Participant whose Plan Benefit is to be paid in the form of a Joint and Survivor Annuity dies before the Annuity Starting Date, except as provided in Section 5, no amount shall be payable to his or her joint annuitant.

(ii) After Commencement of Distribution . If a Participant whose Plan Benefit is being paid in the form of a Joint and Survivor Annuity dies after payments

have commenced, his or her joint annuitant shall be entitled to receive only the amount to which he or she is entitled in accordance with the form of Joint and Survivor Annuity elected by the Participant.

(k) Limit on Forms of Benefits . Notwithstanding any other provision of the Plan to the contrary, if a Participant designates someone other than his or her Spouse as joint annuitant, the present value of any annuity payments payable to the Participant on the date as of which payment is to commence shall be more than 50% of the present value of the Participant’s Plan Benefit on such date.

(l) Amount of Annuities . If a Participant’s Plan Benefit is to be paid in the form of an annuity, the amount of the annuity shall be determined under the applicable provisions of Section 8.

(m) Required Consent and Commencement of Benefit Distributions . If a Participant is eligible for a distribution of his or her Plan Benefit but such benefit may not otherwise be distributed without his or her consent pursuant to Section 10(i), distribution of the Participant’s Plan Benefit shall be made or commenced upon receipt of the Participant’s consent in writing to the distribution.

(i) Notwithstanding the foregoing, distribution of a Participant’s Plan Benefit shall be made or commence no later than:

(A) sixty (60) days after the end of the Plan Year in which the Participant attains Age 65 or terminates employment, whichever is later; and

(B) Such later date as the Participant may elect in writing, but not later than the Participant’s Required Beginning Date.


SECTION 8.	PAYMENT OF PLAN BENEFITS IN THE FORM OF AN ANNUITY.

A Participant or Beneficiary may elect that his or her Plan Benefit be paid in the form of an annuity from the Retirement Plan. The Plan Benefit of each Participant and Beneficiary that is to

be paid in the form of an annuity shall be determined as if it was a single lump sum distribution in cash and transferred as of the Annuity Starting Date to the Trustee of the Retirement Plan to be paid under Section 8(b) of that Plan.


SECTION 9.	ACCOUNTS; VALUATION; INVESTMENT OF ACCOUNTS.

(a) Types of Accounts . A separate account, called a “Participant Account,” shall be maintained by the Company or the organization designated by the Company for each Participant.

(b) Valuation of Accounts . As of the last day of each month, each Participant’s Participant Account shall be revalued to allocate to it that percentage of the increase or decrease in the value of the Trust Fund in which such Participant Account is invested (attributable to income, expenses, and gains and losses, whether or not realized) since the last day of the preceding month which the balance of such Participant Account on the last day of such preceding month bears to the sum of the balances of all Participant Accounts on such day, excluding any such Participant Account which has been distributed.

(c) Trust Fund and Investment of Participant Accounts . The entire Participant Account of each Participant shall be invested in Fund A.


SECTION 10.	GENERAL PROVISIONS.

(a) Information About Benefits .

(i) Each Participant shall be given a general explanation of the Plan and, not more than once in each Plan Year upon the Participant’s request, shall be furnished with a statement showing:

(A) The balance in his or her Participant Account as of the last day of the Plan Year preceding the Plan Year for which the statement is provided;

(B) The net change in the value of his or her Participant Account since the last day of the Plan Year preceding the Plan Year for which the statement is provided;

(C) The balance in his or her Participant Account as of the last day of the Plan Year for which the statement is provided; and

(D) His or her 100% vested interest in his or her Participant Account as of the last day of the Plan Year for which the statement is provided.

(ii) At the times described below, the Company or the organization designated by the Company shall provide the Participant with a description of the Individual Life Annuity, the Surviving Spouse Benefit, the Joint and Survivor Annuities and any other optional forms of benefit which are available under the Plan. Such description shall include an explanation of the elections which are required or available in connection with the Plan Benefits, the financial effect on the Participant’s Plan Benefit of making or failing to make such elections, the rights of the Participant’s Spouse and the right to revoke an election.

The description of the Individual Life Annuity, the Joint and Survivor Annuities and any other optional forms of benefit shall be provided no more than 180 days prior to the Annuity Starting Date and shall include an explanation of the Participant’s right to a period of at least 30 days after receipt of the description to make such elections. A Participant may, with his or her Spouse’s consent, waive the 30-day period, but in no event may his or her Annuity Starting Date be a date earlier than the expiration of the seven-day period that begins after the description is provided to the Participant.

The description of the Surviving Spouse Benefit shall be provided no later than within whichever of the following periods ends last: (i) the period beginning with the first

day of the Plan Year in which the Participant attains age 32 and ending with the close of the Plan Year preceding the Plan Year in which the Participant attains age 35; or (ii) the period beginning one year prior to and ending one year following the date the individual becomes a Participant. Notwithstanding the immediately preceding sentence, in the case of a Participant that ceases to be an Employee before attaining age 35, the description of the Surviving Spouse’s Benefit shall be provided no later than within the period beginning one year prior to and ending one year following the date the Participant ceases to be an Employee. If such an individual is reemployed, the description of the Surviving Spouse Benefit also shall be provided within the period described above.

(b) No Assignment of Rights . The interest and property rights of any person in the Plan, in the Trust Fund or in any distribution to be made under the Plan shall not be subject to option nor be assignable, either by voluntary or involuntary assignment or by operation of law, including (without limitation) bankruptcy, garnishment, attachment or other creditor’s process, and any act in violation hereof shall be void, except that the following shall not constitute a violation of this Section 10(b):

(i) A payment pursuant to a domestic relations order, if such order (i) is determined to be a “qualified domestic relations order” (“QDRO”) (as defined in section 414(p) of the Code) under this Plan by the Company or the organization designated by the Company; (ii) was determined to be a QDRO by Agilent under the Agilent DPSP with respect to the Participant; or (iii) was determined to be a QDRO by Hewlett-Packard under the Hewlett-Packard DPSP with respect to a Participant. If requested, the Company or the organization designated by the Company shall make payment to an “alternate payee” (as defined in section 414(p) of the Code) pursuant to a qualified domestic relations order even

if the Participant has not attained the “earliest retirement age” (within the meaning of section 414(p) of the Code). Under these circumstances, the interest of an alternate payee in the Participant’s Plan Benefit shall be valued for purposes of distribution on the alternate payee’s Valuation Date.

(ii) A reduction in a Participant’s Plan Benefit by an amount the Participant is ordered or required to pay the Plan, and where such order or requirement:

(B) The judgment, order, decree or settlement expressly provides for the offset of all or part of the amount ordered or required to be paid to the Plan against the Participant’s Plan Benefit; and

such judgment, order, decree, or settlement, such Spouse retains the right to receive the survivor annuity under a qualified joint and survivor annuity provided pursuant to section 401(a)(11)(A)(i) of the Code and under a qualified preretirement survivor annuity provided pursuant to section 401(a)(11)(A)(ii) of the Code, determined in accordance with section 401(a)(13)(D) of the Code.

(c) Compliance With USERRA . Notwithstanding any other provision of the Plan to the contrary, with regard to an Employee who after serving in the uniformed services is reemployed on or after December 12, 1994, within the time required by the Uniformed Services Employment and Reemployment Rights Act of 1994, as amended (“USERRA”), contributions, benefits and service credit shall be provided under the Plan with respect to his or her qualified military service (as defined in section 414(u)(5) of the Code) in accordance with section 414(u) of the Code.

(d) Plan Mergers . Except as may be permitted under regulations issued by the Secretary of the Treasury, the Plan shall not merge or consolidate with, nor transfer assets or liabilities to, any other plan unless each Participant would receive a benefit under the Plan immediately after the merger, consolidation or transfer (if the Plan then terminated) which is equal to or greater than the

benefit which he or she would have been entitled to receive immediately before the merger, consolidation or transfer (if the Plan had then terminated).

(e) Plan Transfers . Notwithstanding any other provision hereof, the Plan Administrator may, in its discretion, authorize the Trustee to accept a transfer to this Plan of all or any part of the assets of any other plan which satisfies the applicable requirements of Section 401(a) of the Code and is maintained for the benefit of persons who are or are about to become Participants in this Plan.

(f) No Right in Trust Fund or to Employment . No person shall have any rights in or to the Trust Fund, or any part thereof, or under the Plan, except as, and only to the extent, expressly provided for in the Plan. The establishment of the Plan, the granting of benefits and any action of any member of the Affiliated Group or any other person shall not be held or construed to confer upon any person any right to be continued as an Employee nor, upon dismissal, to confer any right or interest in the Trust Funds other than as provided herein. No provision of the Plan shall restrict the right of any member of the Affiliated Group to discharge any Employee at any time and for any reason.

(g) Competency to Handle Benefits . If, in the opinion of the Company or an organization designated by the Company, any person is unable to handle properly any property distributable to such person under the Plan, reasonable arrangements may be made for the distribution of Plan benefits on such person’s behalf if it is determined it will be beneficial to such person, including (without limitation) distribution to the person’s guardian, conservator, spouse, dependent or parent.

or an organization designated by the Company or other Participating Company, the benefits payable with respect to such person shall be adjusted, if necessary, upon the discovery of the accurate facts, the amount of any payments theretofore made in reliance on incorrect facts shall be recalculated, if necessary, and reasonable steps shall be taken to recover any overpayment (including, but not limited to, a reduction of succeeding payments), as the Company or any organization designated by the Company may determine.

(i) Cash-Out of Small Benefits . If the present value of a Participant’s (or a Beneficiary’s) Plan Benefit (determined as of the date of distribution) is not more than $5,000, such Benefit shall be distributed in the form of a single lump sum distribution in cash as soon as practicable following the Participant’s termination of employment or death, as applicable. For purposes of this Section 10(i), if the present value of a Participant’s (or a Beneficiary’s) Plan Benefit has ever exceeded $5,000 from the end of the month following the Participant’s termination of employment or death, as applicable, such Benefit shall be deemed to have exceeded $5,000 at any time subsequent to such time.

Notwithstanding anything in the Plan to the contrary, in the event of a distribution in accordance with this Section 10(i) of a Participant’s Plan Benefit that is more than $1,000, the Company, as Plan administrator, shall direct the Trustee to pay the Participant’s Plan Benefit in a Direct Rollover to an individual retirement plan designated by the Company if the Participant does not elect to have such distribution paid directly to an Eligible Retirement Plan specified by the Participant in a Direct Rollover or to receive the distribution directly in accordance with this Section 10(i).

Notwithstanding the foregoing, no distribution shall be made pursuant to this Section 10(i), if the Participant’s “Retirement Benefit” or “Termination Benefit” or the Beneficiary’s “Survivor

Benefit,” if any, under the Retirement Plan (as defined in the Retirement Plan) may not otherwise be distributed under Section 10(j) of that Plan.

(j) Effect of Reemployment Before Distribution (or Commencement of Distribution) . If a Participant is reemployed by any member of the Affiliated Group before his or her Plan Benefit has been distributed (or before the distribution thereof has commenced), distribution of his or her Plan Benefit shall not be made (or commence) prior to the termination of his or her employment following reemployment.

(k) Effect of Subsequent Changes in Plan . Except as otherwise specifically provided in future amendments to the Plan, all benefits to which any Participant, Spouse, joint annuitant or Beneficiary may be entitled hereunder shall be determined under the Plan (or the Agilent DPSP or the Hewlett-Packard DPSP) as in effect when the Participant’s service terminates, unless the Participant is reemployed, in which case his or her benefit with respect to employment following reemployment shall be based on the provisions of the Plan as in effect on the date his or her employment by the Affiliated Group terminates following reemployment.

(l) Governing Law . This Plan shall be construed in accordance with ERISA and, to the extent not preempted by ERISA, the laws of the State of California.

(m) Coordination of Payment with Retirement Plan . Notwithstanding any other provision of the Plan to the contrary, a Participant’s Plan Benefit shall not be paid or commence as of a date which is later than the date as of which his or her benefit under the Retirement Plan is paid or commences.

(n) Lost Participant or Beneficiary . If the Company or the organization designated by the Company is unable to locate a Participant or Beneficiary who is entitled to receive any property which constitutes all or part of a Plan Benefit, then the Company may (but need not) direct that

such amount be applied to pay expenses of the Plan and Trust. In the event that such Participant or Beneficiary thereafter makes a claim for such property, the Company shall reinstate such property (without income, gains or other adjustment) by making a special contribution as soon as reasonably practicable after such claim is made. However, if any property which constitutes all or part of a Plan Benefit would have been lost by reason of escheat, then such property shall not be subject to reinstatement by the Company.


SECTION 11.	FIDUCIARY RESPONSIBILITIES AND PLAN ADMINISTRATION.

(a) Named Fiduciary for Plan Administration . The Benefits Committee is the named fiduciary which has the discretionary authority to control and manage the operation and administration of the Plan, and is the “administrator” of the Plan as such terms are used in ERISA. The Company is the “plan sponsor” as such term is used in ERISA. The Benefits Committee shall make such rules, regulations, interpretations and computations and shall take such other actions to administer the Plan as it may deem appropriate in its sole discretion. The Benefits Committee shall have sole discretion to interpret the terms of the Plan and to determine eligibility for benefits pursuant to the objective criteria set forth in the Plan. The Benefits Committee’s rules, regulations, interpretations, computations and actions shall be conclusive and binding on all persons. In administering the Plan, the Benefits Committee shall act in a nondiscriminatory manner to the extent required by section 401 and related sections of the Code and shall at all times discharge its duties with respect to the Plan in accordance with the standards set forth in section 404(a)(l) of ERISA.

thereunder. The Benefits Committee is the named fiduciary with respect to the control and management of the assets of the Plan only to the extent of (i) having the duty to remove the initially appointed trustee and to appoint one or more successor trustees to hold the assets of the Plan in trust and to enter into a trust agreement with each such successor trustee with respect to the assets held in trust thereunder, (ii) having the authority to appoint one or more Investment Managers and to enter into a contract with each such Investment Manager with respect to the management of such assets as are to be subject to the management of such Investment Manager, (iii) having the authority to direct the Trustee to invest all or a portion of the assets of the Plan in one or more group annuity contracts which provide a guaranteed rate of return and which are issued by an insurance company or companies selected by the Benefits Committee and qualified to do business in more than one state and (iv) having the duty to carry out the funding policy and method as provided in Section 12. Each trustee so appointed shall have the exclusive authority and discretion to manage and control the assets of the Plan which it holds in trust, except to the extent that the authority to manage, acquire and dispose of such assets is delegated by the Benefits Committee to one or more Investment Managers. Each Investment Manager shall have the power to manage, including the power to acquire and dispose of, those assets held in trust pursuant to the Plan which are assigned to it by the Benefits Committee, and the power to delegate some or all of such powers to one or more other Investment Managers.

(c) Service in Several Fiduciary Capacities . Nothing herein shall prohibit any person or group of persons from serving in more than one fiduciary capacity with respect to the Plan (including service both as Plan administrator and trustee).

(d) Duties and Responsibilities of the Plan Administrator . The Plan Administrator may engage the services of such persons or organizations to render advice or perform services with

respect to its duties and responsibilities under the Plan, including those duties and responsibilities specifically set forth in Section 11(a), as it may determine to be necessary or appropriate. Such persons or organizations may include, but shall not be limited to, actuaries, attorneys, accountants, administrators, record keepers, consultants and employees of the Company.

(e) Delegation of Fiduciary Responsibilities . In lieu of carrying out any of its fiduciary responsibilities under the Plan pursuant to Section 11(d), the Plan Administrator may delegate its fiduciary responsibilities (except “trustee responsibilities” as defined in section 405(c)(3) of ERISA) to any person or persons, pursuant to a written contract with such other person, or resolution of the Benefits Committee in the case of any employee or employees of the Company, which specifies the fiduciary responsibilities so delegated.

(f) Indemnification . To the extent permitted by law, the Company shall indemnify and hold harmless the members of the Benefits Committee, officers and any other employee of the Company to whom any fiduciary responsibility with respect to the Plan is allocated or delegated, from and against any and all liabilities, costs and expenses, including attorney’s fees, incurred by such person as a result of any act, or omission to act, in connection with the performance of his duties, responsibilities and obligations under the Plan and under ERISA, other than such liabilities, costs and expenses as may result from the gross negligence or willful misconduct of any such person or to the extent such indemnification is prohibited by ERISA.

defense unless a court of competent jurisdiction finds such fiduciary acted in bad faith gross negligence or engaged in criminal acts, or willful misconduct.

For purposes of this Section 11, “Benefits Committee” a committee initially appointed by the Board. Committee members may be removed and appointed by any officer of the Company. The Benefits Committee’s duties and responsibilities shall be documented in its charter.


SECTION 12.	FUNDING POLICY AND METHOD.

(a) Contributions . No contributions shall be made by the Participating Companies for any period beginning on or after May 1, 2000 except as provided for in Section 10(n).

(b) Expenses of the Plan and Trust . The reasonable expenses of administering the Plan and Trust shall be charged to and paid out of the Trust Fund pursuant to directions of the Plan Administrator and as may be provided in the Trust Agreement, to the extent permitted by applicable law, unless in the Company’s discretion they are paid by the Participating Companies. The Company shall have complete discretion to determine whether an expense of the Plan or Trust shall be paid by the Participating Companies, and this Section 12(b) shall not be construed to require the Participating Companies to pay any portion of the expenses of the Plan and Trust that the Plan Administrator has directed be paid from the Trust Fund. The Plan Administrator’s discretion and authority to direct the Trust Fund to pay any reasonable expenses of the Plan and Trust shall not be limited in any way by any prior decision or act, whether repeated or sporadic, by the Company and other Participating Companies to pay any or all expenses of the Plan and Trust.

(c) Cash Requirements . From time to time, the Plan Administrator shall estimate the benefits and administrative expenses to be paid out of the Trust Fund during the period for which such estimate is made. The Plan Administrator shall inform the Trustee and each Investment Manager of the estimated cash needs of the Plan during the period for which such estimates are

made. Such estimates shall be made on an annual, quarterly, monthly or other basis as the Plan Administrator shall determine.

(d) Independent Accountant . The Plan Administrator shall engage an independent qualified public accountant to conduct such examinations and to render such opinions as may be required by section 103(a)(3) of ERISA. The Company may remove and discharge the person so engaged, but in such case it shall engage a successor independent qualified public accountant to perform such examinations and to render such opinions.


SECTION 13.	CLAIMS PROCEDURE.

(a) Claims for Benefits .

(i) Subject to Section 10(i) and except as otherwise required under Section 401(a)(9) of the Code or to comply with the timing requirements of Section 5(d) regarding payment to a Beneficiary other than a surviving Spouse, no Plan Benefit will be paid to or on behalf of a Participant under the Plan until the Participant (or the Participant’s Spouse or other joint annuitant or Beneficiary, as appropriate) has filed a claim for benefits which contains all information which the Plan Administrator or the organization designated by the Plan Administrator may need to determine the amount and form of any payment due hereunder. Such information shall include, without limitation: the Participant’s date of birth; the Participant’s marital status; the name, address and birth date of the Participant’s Spouse, if any; the name, address and birth date of the Participant’s joint annuitant, if any, other than his or her Spouse; the Participant’s benefit commencement date; and copies of such proof of age or marital status as the Plan Administrator or the organization designated by the Plan Administrator may request.

(ii) All claims for benefits under the Plan must be made in the manner prescribed by the Plan Administrator. All claims for benefits and inquiries concerning benefits under the Plan shall be submitted to Fidelity Employer Services Company and shall be addressed as designated by the Plan Administrator.

(b) Denial of Claims . In the event any claim for benefits is denied, in whole or in part, the claimant shall be notified of such denial in writing and the claimant shall be advised of his or her right to appeal the denial. Such written notice shall set forth, in a manner calculated to be understood by the claimant, specific reasons for the denial, specific references to the Plan provisions on which the denial is based, a description of any information or material necessary for the claimant to perfect his or her claim, an explanation of why such material is necessary and an explanation of the Plan’s Review Procedure and the time limits applicable to such procedures, including a statement of the claimant’s right to bring a civil action under section 502(a) of ERISA following denial on appeal. Such written notice shall be given to the claimant within 90 days after receipt of his or her claim, unless special circumstances require additional time for processing. If additional time for processing is required, written notice shall be furnished to the claimant prior to the termination of the initial 90-day period. Such notice shall indicate the special circumstances requiring the extension of time and the date by which it is expected the decision on the claim for benefits shall be rendered. In no event shall the decision of the Plan Administrator (or the organization designated by the Plan Administrator) be rendered more than 180 days after receipt of the claim.


SECTION 14.	REVIEW PROCEDURE.

(a) Appointment of Review Panel . The Plan Administrator shall appoint a Review Panel which shall consist of three or more individuals who may (but need not) be employees of the

Company. The Review Panel shall be the named fiduciary which shall have discretionary authority to act with respect to appeals from denials of claims for benefits under the Plan.

(b) Right To Appeal . Any person whose claim for benefits is denied, in whole or in part, or such person’s authorized representative, may appeal from the denial by submitting a written request for review of the claim to the Review Panel within 60 days after receiving the written notice of the denial of the claim. The Plan Administrator shall give the claimant (or the claimant’s representative) an opportunity to review pertinent documents in preparing a request for review. The claimant will be provided with an opportunity to submit written comments, documents, records and other information relating to the claim for benefits. The claimant will be provided, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant to the claimant’s claim for benefits (that is not privileged or protected). On appeal, the Review Panel will take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

(c) Form of Request for Review . A request for review must be made in writing and addressed to the Review Panel under the Keysight Technologies, Inc. Deferred Profit-Sharing Plan. A request for review shall set forth all of the grounds upon which it is based, all facts in support thereof and any other matters which the claimant deems pertinent. The Review Panel may require the claimant to submit such additional facts, documents or other material as it may deem necessary or appropriate in making its review.

prior to the end of the initial 60-day period, indicating the date by which the Review Panel expects to render its decision on his or her request for review and the special circumstances requiring the extension of time. In no event shall the decision of the Review Panel be rendered more than 120 days after it receives a claimant’s request for review.

(e) Review Panel Decision . Within the time prescribed by Section 14(d) above, the Review Panel shall give written notice of its decision to the claimant and the Plan Administrator. In the event the Review Panel confirms the denial of the claim for benefits, in whole or in part, such notice shall set forth, in a manner calculated to be understood by the claimant, specific reasons for such denial and specific references to the Plan provisions on which the decision was based. The notice will also include a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim (that is not privileged or protected), a statement describing any voluntary appeal procedures offered by the Plan and the claimant’s right to obtain the information about such procedures, and a statement of the claimant’s right to bring an action under Section 502(a) of ERISA. In the event that the Review Panel determines that the claim for benefits should not have been denied, in whole or in part, the Plan Administrator shall take appropriate remedial action as soon as reasonably practicable after receiving notice of the Review Panel’s decision.

(f) Rules and Procedures . The Review Panel shall establish such rules and procedures, consistent with the Plan and with ERISA, as it may deem necessary or appropriate in carrying out its responsibilities under this Section 14. The Review Panel may require a claimant who wishes to submit additional information in connection with an appeal from the denial of benefits to do so at his or her own expense.

(g) Exhaustion of Remedies . No legal or equitable action for benefits under the Plan shall be brought unless and until the claimant: (i) has submitted a claim (in the manner prescribed by the Plan Administrator) for benefits; (ii) has been notified that the claim is denied: (iii) has filed a written request for a review of the claim in accordance with this Section 14; and (iv) has been notified in writing that the Review Panel has affirmed the denial of the claim.


SECTION 15.	AMENDMENT AND TERMINATION OF THE PLAN.

(a) Future of the Plan . The Company reserves the right to amend or terminate the Plan at any time. The Company, acting through the Senior Vice President of Human Resources or the General Counsel, has the power and authority to amend the Plan at any time by written instrument, including as may be necessary to comply with ERISA, the Code or any other applicable law. Notwithstanding the foregoing, plan amendments and/or modifications that may have a material impact on the Company, as determined by the Senior Vice President of Human Resources or the General Counsel, shall be approved by the Compensation Committee of the Board of Directors. The Company reserves the right to terminate the Plan at any time by resolution of the Compensation Committee of the Board of Directors.

(b) Limitation on Amendments . No amendment of the Plan shall: (i) reduce the benefits of any Participant accrued under the Plan prior to the date the amendment is adopted, except to the extent that a reduction in accrued benefits may be permitted by ERISA; nor (ii) divert any part of the assets of the Trust Fund to purposes other than the exclusive purposes of providing benefits to Participants, Spouses and other joint annuitants and Beneficiaries who have an interest in the Plan and defraying the reasonable expenses of administering the Plan.

(c) Termination of the Plan . Upon the termination of the Plan, no part of the Trust Fund shall revert to the Participating Companies nor be used for or diverted to purposes other than

the exclusive purposes of providing benefits to Participants, Spouses and other joint annuitants and Beneficiaries who have an interest in the Plan and defraying the reasonable expenses of administering the Plan. Upon the termination of the Plan, the right of each Participant to his or her Participant Account shall continue to be 100% vested and nonforfeitable. Upon a partial termination of the Plan, the right of each Participant affected by such partial termination to his or her Participant Account shall continue to be 100% vested and nonforfeitable. Upon the termination or partial termination of the Plan, the Trust shall continue until the Trust Fund has been distributed to or on behalf of the affected Participants as provided in Section 15(e).

(d) Obligations Upon Termination of the Plan . Except as otherwise provided in ERISA, no Participating Company nor any other person shall have any liability or obligation to provide benefits hereunder after such termination. Upon the termination of the Plan, Participants, Spouses and other joint annuitants and Beneficiaries shall obtain benefits solely from the Trust Fund.

(e) Allocation of Trust Fund Upon Termination of the Plan . Upon the termination of the Plan, the Plan Benefit of each Participant shall be distributed to or on behalf of the Participant, his or her Spouse or other joint annuitant or Beneficiary at the time and in the manner provided in Section 5 or 7, as appropriate; provided, however, that the assets of the Trust Fund shall be allocated in accordance with section 403(d)(1) of ERISA.


SECTION 16.	DEFINITIONS.

(a) “ Affiliate ” means any entity (whether corporation, partnership, joint venture or otherwise) a substantial percentage of the equity interest of which is owned by the Company, by one or more Subsidiaries, or by the Company together with one or more Subsidiaries and which has been designated by the Company as an Affiliate for purposes of the Plan. In addition, until and

through October 31, 2014, Affiliate includes Agilent and each member of Agilent’s “affiliated group” as defined in the Agilent DPSP as of August 1, 2014.

(b) “ Affiliated Group ” means the Company, each Subsidiary and each Affiliate.

(d) “ Agilent Affiliated Group ” means the “affiliated group” as defined in the Agilent DPSP as of August 1, 2014.

(e) “ Agilent DPSP ” means the Agilent Technologies, Inc. Deferred Profit-Sharing Plan, as in effect as of the Transaction Date.

(f) “ Annuity Starting Date ” means the first day of the first period for which an amount is payable as an annuity. If the amount payable is a single lump sum distribution in cash, Annuity Starting Date is the date on which a properly completed claim for such benefit is received pursuant to Section 13.

(g) “ Beneficiary ” means the person or persons designated by a Participant under Section 5(c) to receive any distribution payable under the Plan in the event of the Participant’s death.

(h) “ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

(i) “ Company ” means Keysight Technologies, Inc., a Delaware corporation.

(j) “ Distribution Date ” means the date the Company is no longer a member of the Agilent controlled group of corporations (within the meaning of section 1563(a) of the Code).

(k) “ Employee ” means any individual employed by a member of the Affiliated Group as a common-law employee and any individual who is a leased employee within the meaning of section 414(n) of the Code and who is providing services to any member of the Affiliated Group.

(l) “ ERISA ” means the Employee Retirement Income Security Act of 1974, as it may be amended from time to time.

(m) “ Fund A ” means the Fund established under the Trust Agreement and designated as Fund A. Fund A is invested in a diverse mix of investments.

(n) “ Hewlett-Packard ” means Hewlett-Packard Company, a Delaware corporation.

(o) “ Hewlett-Packard Affiliated Group ” means the “affiliated group” as defined in the Hewlett-Packard DPSP as of May 1, 2000.

(p) “ Hewlett-Packard DPSP ” means the Hewlett-Packard Company Deferred Profit-Sharing Plan, as it may be amended from time to time.

(q) “ Individual Life Annuity ” means the form of distribution described in Section 7(a)(i).

(r) “ Investment Manager ” means a person who is appointed by the Company to direct the investment and reinvestment of all or any part of the Trust Fund pursuant to Section 11(b), whether or not such person is an “investment manager” as such term is defined in section 3(38) of ERISA.

(s) “ Joint and Survivor Annuities ” means the forms of distribution described in Section 7(a)(ii) through 7(a)(iv).

(t) “ Keysight Group Employee ” means an individual who, as of the Operational Separation Date is, (i) employed by, or on an approved leave of absence from, the Company or any of its Affiliates (other than Agilent) or (ii) as of the Operational Separation Date is, (A) a former employee of Agilent whose most recent employment with Agilent was in the business of the Company or (B) an individual identified as a former Company employee on the list prepared by Agilent and supplied to the Company.

(u) “ Participant ” means a (i) Keysight Group Employee who is entitled to a benefit under the Agilent DPSP immediately prior to the Operational Separation Date or (ii) a Subsequently

Transferred Keysight Employee who is entitled to a benefit under the Agilent DPSP immediately prior to his or her Transfer Date. Any Former Agilent Participant who transfers employment to Agilent prior to November 1, 2014 shall be considered a Former Agilent Participant up until such transfer date, and not thereafter.

(v) “ Participant Account ” means the separate account established for each Participant as of the Operational Separation date, or as of the Transfer Date, as applicable, and investment performance, as provided in Section 9(b).

(w) “ Participating Company ” means the Company and each member of the Affiliated Group which has been designated as a Participating Company by the Company and which has accepted such designation by action of its board of directors.

(x) “ Plan ” means the Keysight Technologies, Inc. Deferred Profit-Sharing Plan, as described herein and as it may be amended from time to time.

(y) “ Plan Benefit ” means the benefit payable to a Participant, Spouse or other joint annuitant or Beneficiary, determined under Sections 4 or 5, as appropriate.

(z) “ Plan Year ” means each consecutive 12-month period commencing November 1 and ending October 31; provided, however that the initial Plan Year shall commence on August 1, 2014 and end on October 31, 2014.

(aa) “ Required Beginning Date ” means, with respect to a Participant, the latest date by which Plan Benefits may commence to the Participant as described below:

(i) With regard to a Participant who is not a five-percent owner, the April 1 that next follows the later of (A) the calendar year in which the Participant attains age 70½, or (B) the calendar year in which the Participant’s employment by the Affiliated Group terminates; and

(ii) With regard to a Participant who is a five-percent owner, the April 1 that next follows the calendar year in which the Participant attains age 70½.

For purposes of this Section 16(aa), a Participant shall be considered a five-percent owner if the Participant is a five-percent owner determined in accordance with section 416 of the Code but without regard to whether the Plan is top-heavy and taking into account any modifications under section 401(a)(9) of the Code.

(bb) “ Retirement Plan ” means the Keysight Technologies, Inc. Retirement Plan in effect as of August 1, 2014, as amended from time to time.

(cc) “ Spouse ” means an Employee’s lawful husband or wife, provided the marriage has not been legally terminated. Solely for purposes of the default Beneficiary designation described in Section 5(c), the term “Spouse” shall include domestic partners. For such purposes, a “domestic partner” shall mean an adult of the same or opposite gender of the Participant who is engaged in an ongoing and committed Spouse-like relationship with the Participant as established by the Participant’s confirming with the Keysight Service Center at Fidelity, in accordance with procedures established by the Company, that the Participant and such individual satisfy the Keysight Technologies, Inc. Domestic Partner eligibility requirements, which shall be determined by the Company and communicated to Keysight employees from time to time. An individual shall be considered a domestic partner as of the date the Participant confirms such status as set forth above. The Company, in its sole discretion, may also recognize an individual as a domestic partner if, immediately prior to the Transaction Date, such individual was a domestic partner as defined in the Agilent DPSP.

(dd) “ Subsequently Transferred Keysight Employee ” means any individual who is actively employed by, or on a leave of absence from, Agilent who moves to the employ of the Company from Agilent after the Operational Separation Date and prior to the Distribution Date.

(ee) “ Subsidiary ” means any corporation with respect to which the Company, one or more Subsidiaries, or the Company together with one or more Subsidiaries own not less than 80% of the total combined voting power of all classes of stock entitled to vote or not less than 80% of the total value of all shares of all classes of stock.

(ff) “ Surviving Spouse Benefit ” means that upon the death of the Participant before his or her Annuity Starting Date, the Participant’s Plan Benefit shall become payable to his or her Spouse as a single life annuity unless the Spouse has consented to a different Beneficiary pursuant to Section 5(c) or the Spouse chooses a different form of payment pursuant to Section 5(d).

(gg) “ Transfer Date ” means the date on which a Subsequently Transferred Keysight Employee moves to the employ of the Company from Agilent.

(hh) “ Trust ” means the trusts established by the Trust Agreements.

(ii) “ Trust Agreement ” means that certain master trust agreement relating to the Plan and the Retirement Plan, by and between the Company and the Trustee as it may be (or may have been) amended from time to time, and any successor or additional trust agreement relating to the Plan between the Plan Administrator and the Trustee.

(jj) “ Trustee ” means Mellon Trust of New England, N.A. and any successor or additional trustee or trustees appointed pursuant to the Trust Agreement.

(kk) “ Trust Fund ” means the trust fund established pursuant to the Trust Agreement, which shall include Fund A and such other investment funds as may be established from time to time.

(ll) “ Valuation Date ” means, with respect to any Participant, Beneficiary or “alternate payee” (as defined in section 414(p) of the Code), the last day of the month preceding the month in which a distribution is made to such an individual.


SECTION 17.	EXECUTION.

To record adoption of the Plan as set forth herein, the Company has caused its authorized officers to affix the Company’s name and seal hereto this 30th day of July, 2014, effective as of August 1, 2014 unless otherwise stated herein.

KEYSIGHT TECHNOLOGIES, INC.

By: /s/ Ingrid Estrada

Ingrid Estrada
Senior Vice President of Human Resources

KEYSIGHT TECHNOLOGIES, INC.

DEFERRED PROFIT-SHARING PLAN

APPENDIX A
TOP-HEAVY PROVISIONS

(b) Minimum Allocations .

(i) Notwithstanding any other provision of the Plan to the contrary except (ii) below, for any Plan Year during which the Plan is a Top-Heavy Plan, the Company shall make a contribution to the Participant Account of each Participant who is not a Key Employee, but who is an Employee on the last day of the Plan Year, in an amount not less than the lesser of the following amounts: (A) three percent of his or her Total Compensation; or (B) a percentage of his or her Total Compensation equal to the greatest allocation, expressed as a percentage of Total Compensation, made on behalf of any Participant who is a Key Employee.

(ii) No allocation shall be required pursuant to (i) above for any Plan Year in which “Regular Company Contributions” equal to three percent or more of the Participant’s Total Compensation are allocated to the Participant under the Keysight Technologies, Inc. 401(k) Plan.

A-1

(i) “ Aggregation Group ” means a group of qualified plans consisting of:

(B) All plans of the Affiliated Group included under (A) above plus, at the election of the Company, one or more additional plans of the Affiliated Group that satisfy the requirements of sections 401(a)(4) and 410 of the Code when considered together with the plans included under (A) above.

(ii) “ Determination Date ” means the last day of the preceding Plan Year. The Valuation Date applicable to such Determination Date shall be the Valuation Date coinciding with or immediately preceding such Determination Date.

(iii) “ Key Employee ” means a key employee as defined by section 416(i) of the Code and the regulations thereunder.

(iv) “ Super Top-Heavy Plan ” means a Top-Heavy Plan for which the Top-Heavy Ratio exceeds 90 percent.

(v) “ Top-Heavy Ratio ” means the top-heavy ratio of the Aggregation Group as computed in accordance with section 416(g) of the Code and the regulations thereunder.

(vi) “ Total Compensation ” means the compensation of the Participant from the Company and each Subsidiary for the Plan Year, determined in accordance with Treas. Reg. section 1.415-2(d)(11)(i) including elective deferrals (within the meaning of section 402(g)(3) of the Code) and any amount which is contributed or deferred by the Company or a

A-2

Subsidiary at the election of the Participant and which is not includible in the gross income of the Participant by reason of sections 125, 132(f)(4) or 457 of the Code.

Effective January 1, 2009, and in accordance Code Section 414(u)(12)(A)(ii) of the Code, and any Treasury Regulations and other guidance promulgated thereunder, for the purposes of this Appendix A, a Participant’s “Total Compensation” also includes differential pay that 1) is made by a member of the Affiliated Group to a Participant with respect to any period during which the Participant is performing service in the uniformed services while on active duty for a period of more than 30 days and 2) represents all or a portion of the wages the Participant would have received from a member of the Affiliated Group if the Participant had remained actively employed.

Total Compensation shall not exceed $200,000 (as adjusted by the Commissioner of the Internal Revenue to reflect increases in the cost-of-living in accordance with sections 401(a)(17) and 415(d) of the Code) for a Plan Year.

Capitalized terms used in this Appendix A that are not defined herein shall have the same meaning as those terms do in the Plan.

A-3

KEYSIGHT TECHNOLOGIES, INC.

DEFERRED PROFIT-SHARING PLAN

APPENDIX B
DIRECT TRANSFER PROVISIONS

SECTION 1. DIRECT TRANSFER OPTION.

Notwithstanding any provision of the Plan to the contrary that would otherwise limit a Distributee’s election under this Appendix B, a Distributee may elect, subject to the conditions and administrative procedures prescribed by the Plan Administrator, to have any portion of an Eligible Rollover Distribution paid directly to an Eligible Retirement Plan specified by the Distributee in a Direct Rollover.

SECTION 2. DEFINITIONS.

(a) “ Direct Rollover ” means an Eligible Rollover Distribution that is paid by the Plan for the benefit of a Distributee to an Eligible Retirement Plan specified by the Distributee.

(b) “ Distributee ” means an Employee or former Employee. In addition, the former Employee’s surviving spouse and the Employee’s or former Employee’s spouse or former spouse who is the “alternate payee” (as defined in section 414(p) of the Code) under a “qualified domestic relations order,” (as defined in section 414(p) of the Code), are Distributees with regard to the interest of the spouse or former spouse.

A Participant’s non-spouse Beneficiary shall also be a Distributee, subject to the limitations set forth in subsection (c), below.

(c) “ Eligible Retirement Plan ” means an individual retirement account described in section 408(a) of the Code, an individual retirement annuity described in section 408(b) of the Code,

B-1

an annuity plan described in section 403(a) of the Code, an annuity contract described in section 403(b) of the Code, an eligible plan under section 457(b) of the Code which is maintained by a state, political subdivision of a state, or an agency or instrumentality of a state or political subdivision of a state and which agrees to separately account for amounts transferred into such plan from this Plan, or a qualified trust described in section 401(a) of the Code, that accepts a Distributee’s Eligible Rollover Distribution. The definition of Eligible Retirement Plan shall also apply in the case of a distribution to a surviving spouse or former spouse who is the alternate payee under a qualified domestic relations order as defined in section 414(p) of the Code.

With respect to a Distributee who is a non-spouse Beneficiary, only an individual retirement plan as provided for under section 402(c)(11) of the Code will qualify as an Eligible Retirement Plan.

(d) “ Eligible Rollover Distribution ” (as prescribed in Section 402(f)(2)(A) of the Code) means a distribution of all or any portion of the balance to the credit of a Distributee, excluding: a distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the Distributee or the joint lives (or joint life expectancies) of the Distributee and the Distributee’s designated Beneficiary, or for a specified period of ten years or more; a distribution to the extent such distribution is required under Section 401(a)(9) of the Code; the portion of any distribution that is not includable in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities); a distribution described in Section 1.402(c)-2 Q&A 4 of the Treasury Regulations; and any amount distributed on account of hardship.

B-2

SECTION 3. ROLLOVER TO ROTH IRA.

Capitalized terms used in this Appendix B that are not defined herein shall have the same meaning as those terms do in the Plan.

B-3

Exhibit 10.29

KEYSIGHT TECHNOLOGIES, INC.

RETIREMENT PLAN

(Effective as of August 1, 2014)

TABLE OF CONTENTS

SECTION 1. ESTABLISHMENT AND PURPOSE OF THE PLAN.

SECTION 2. ELIGIBILITY, PARTICIPATION AND VESTING.

(a) Commencement of Participation by Former Agilent Employees.

(b) Commencement of Participation by Former HP Employees.

(d) Reemployed Employees.

(e) Vesting.

(f) Termination of Participation.

SECTION 3. RETIREMENT BENEFITS.

(a) Normal Retirement.

(i) Traditional Benefit.

(ii) Stable Value Benefit.

(b) Early Retirement.

(i) Traditional Benefit.

(ii) Stable Value Benefit.

(i) Time of Payment or Distribution.

(ii) Notification of Suspension of Benefits.

(iii) Deferred Retirement Benefits.

(d) Limitations.

(i) Frozen Traditional Benefit.

(ii) Service Limitation.

(iii) Limits on Amounts of Retirement Benefits.

SECTION 4. FORM AND TIME OF DISTRIBUTION OF RETIREMENT BENEFITS.

(a) Forms Available.

(b) Retirement Upon or After Normal Retirement Date.

(i) Form of Payment.

(ii) Election of Form of Payment.

(iii) Time of Payment or Distribution.

(i) Form of Payment.

(ii) Election of Form of Payment.

(iii) Time of Payment or Distribution.

(d) Time of Distribution of Lump Sum Payments.

(e) Effect of Failure To Elect a Form of Retirement Benefit.

(i) Married Participants.

(ii) Single Participants.

(f) Joint Annuitants.

(g) Effect of Death of Joint Annuitant on Election of Form of Retirement Benefit.

(i) Death Before Annuity Starting Date.

(ii) Death After Annuity Starting Date.

(h) Limit on Forms of Retirement Benefits.

(i) Required Consent and Commencement of Benefit Distributions.

SECTION 5. TERMINATION BEFORE RETIREMENT.

(a) Amount of Termination Benefit For Participants With Fifteen or More Years of Service Who Have Not Yet Attained Age 55.

(i) Traditional Termination Benefit.

(ii) Stable Value Termination Benefit.

(b) Amount of Termination Benefit For Participants With Less Than Fifteen Years of Service.

(i) Traditional Termination Benefit.

(ii) Stable Value Termination Benefit.

(d) Limit on Amount of Termination Benefits.

(i) Frozen Traditional Benefit.

(ii) Service Limitation.

(iii) Limits on Amounts of Retirement Benefits.

SECTION 6. FORM AND TIME OF DISTRIBUTION OF TERMINATION BENEFITS.

(a) Forms Available.

(b) Form and Time of Payment.

(i) Form of Payment.

(ii) Election of Form of Payment.

(iii) Time of Payment or Distribution.

(iv) Time of Distribution of Lump Sum Payments.

(i) Married Participants.

(ii) Single Participants.

(d) Joint Annuitants.

(e) Effect of Death of Joint Annuitant on Election of Form of Termination Benefit.

(i) Death Before Annuity Starting Date.

(ii) Death After Annuity Starting Date.

(f) Limit on Forms of Termination Benefits.

(g) Required Consent.

SECTION 7. SURVIVOR BENEFIT.

(a) Benefits Upon Death of Participant.

(b) Amount of Survivor Benefit.

(d) Form and Time of Commencement of Benefits to Beneficiaries.

(e) Death of Beneficiary Before Distribution (or Commencement of Distribution).

(f) Previous Election Irrelevant.

(g) Qualified Domestic Relations Order.

SECTION 8. ANNUITY VALUE OF BENEFIT UNDER DEFERRED PROFIT-SHARING PLAN.

SECTION 9. LIMITATIONS ON BENEFITS.

(a) General Limitation.

(b) Compensation.

SECTION 10. GENERAL PROVISIONS.

(a) Information About Benefits.

(b) No Assignment of Rights.

(d) Plan Mergers.

(e) Plan Transfers.

(f) No Right in Trust Fund or to Employment.

(g) Competency To Handle Benefits.

(h) False or Erroneous Statements.

(i) Payment of Small Annuities.

(j) Cash-Out of Small Benefits.

(k) Effect of Reemployment Upon Payment and Amount of Benefits.

(i) Reemployment Prior to Payment (or Commencement).

(ii) Reemployment While Receiving Annuity Benefits From the Plan.

(iii) Reemployment After Receiving a Lump Sum Payment.

(l) Effect of Subsequent Changes in Plan.

(m) No Waiver of Participation.

(n) Governing Law.

(o) Coordination of Payment with Deferred Profit-Sharing Plan.

(p) Purchase of Annuity Contracts.

(q) Lost Participant, Beneficiary or Joint Annuitant.

(r) Return of Contributions.

(s) No Reduction of Accrued Benefits.

SECTION 11. FIDUCIARY RESPONSIBILITIES AND PLAN ADMINISTRATION.

(a) Named Fiduciary for Plan Administration.

(b) Named Fiduciary for Management of Plan Assets.

(d) Duties and Responsibilities of the Plan Administrator.

(e) Delegation of Fiduciary Responsibilities.

(f) Indemnification.

iii

SECTION 12. ESTABLISHMENT OF A FUNDING PROCEDURE; BASIS OF PAYMENTS; LIMITATION OF OBLIGATION.

(a) Funding Procedure.

(b) Basis of Payments to and from Plan.

SECTION 13. CLAIMS PROCEDURE.

(a) Claims for Benefits.

(b) Denial of Claims.

SECTION 14. REVIEW PROCEDURE.

(a) Appointment of Review Panel.

(b) Right To Appeal.

(d) Time for Review Panel Action.

(e) Review Panel Decision.

(f) Rules and Procedures.

(g) Exhaustion of Remedies.

SECTION 15. AMENDMENT; TERMINATION AND NONREVERSION.

(a) Amendment and Termination.

(b) No Reversion of Funds.

(d) Allocation of Trust Fund Upon Termination of the Plan.

SECTION 16. DEFINITIONS.

(a) “Accrued Benefit”

(b) “Actuarially Equivalent”

(d) “Affiliated Group”

(e) “Agilent”

(f) “Agilent RP”

(g) “Anniversary Year”

(h) “Annuity Starting Date”

(i) “Annuity Value”

(j) “Benefit Right”

(k) “Break in Service”

(l) “Code”

(m) “Company”

(n) “Covered Compensation”

(o) “Credited Service”

(p) “Deferred Profit-Sharing Plan”

(q) “Deferred Retirement Benefit”

(r) “Deferred Retirement Date”

(s) “Distribution Date”

(t) “Early Retirement Benefit”

(u) “Early Retirement Offset Amount”

(v) “Eligible Employee”

(w) “Employee”

(x) “Employment Date”

(y) “ERISA”

(z) “Final Average Compensation”

(aa) “Former Agilent Employee”

(bb) “Former HP Employee”

(cc) “Gross Benefit”

(dd) “Hewlett-Packard”

(ee) “Hewlett-Packard RP”

(ff) “Highest Average Pay Rate”

(gg) “Hours of Credited Service”

(hh) “Hours of Service”

(ii) “Investment Manager”

(jj) “Keysight Group Employee”

(kk) “Normal Retirement Age”

(ll) “Normal Retirement Benefit”

(mm) “Normal Retirement Date”

(nn) “Offset Amount”

(oo) “Operational Separation Date”

(pp) “Participant”

(qq) “Participating Company”

(rr) “Pay Rate”

(ss) “Permanent Service Break”

(tt) “Plan”

(uu) “Plan Year”

(vv) “Quarter”

(ww) “Required Beginning Date”

(xx) “Retirement Benefit”

(yy) “Service”

(zz) “Single Sum Value”

(aaa) “Social Security Retirement Age”

(bbb) “Spouse”

(ccc) “Standard Interest Rate”

(ddd) “Subsequently Transferred Keysight Employee”

(eee) “Subsidiary”

(fff) “Survivor Benefit”

(ggg) “Termination Benefit”

(hhh) “Traditional Benefit”

(iii) “Transfer Date”

(jjj) “Trust”

(kkk) “Trust Agreement”

(lll) “Trustee”

(mmm) “Trust Fund”

(nnn) “Year(s) of Credited Service”

(ooo) “Year(s) of Service”

SECTION 17. EXECUTION.

APPENDIX A ACTUARIAL EQUIVALENCE FOR LUMP SUMS AND OTHER OPTIONAL PAYMENT FORMS

APPENDIX B TOP-HEAVY PROVISIONS

APPENDIX C RETIREE HEALTH CARE PROVISIONS

APPENDIX D DIRECT TRANSFER PROVISIONS

APPENDIX E SPECIAL PROVISIONS APPLICABLE TO CERTAIN EMPLOYEES TRANSFERRED TO LUMILEDS

APPENDIX F MODEL AMENDMENT RELATING TO SECTION 436 BENEFIT LIMITATIONS

KEYSIGHT TECHNOLOGIES, INC.

RETIREMENT PLAN

(Effective as of August 1, 2014)


SECTION 1.	ESTABLISHMENT AND PURPOSE OF THE PLAN.

On August 1, 2014, (“Operational Separation Date”), Agilent Technologies, Inc. (“Agilent”) created a wholly-owned subsidiary titled Keysight Technologies, Inc. (the “Company”) as a part of a planned corporate separation of Company operations (“Operational Separation”) and subsequent distribution of all outstanding Company common stock to Agilent’s shareholders (the “Distribution”). Effective no later than the Operational Separation Date, the Keysight Technologies, Inc. Retirement Plan (the “Plan”) was established by the Company with substantially similar terms to the Agilent Technologies, Inc. Retirement Plan (the “Agilent RP”), and the Company will assume the portion of the assets and liabilities of the Agilent RP related to employees of Agilent who become employees of Keysight between August 1, 2014 and October 31, 2014. During the period between the Operational Separation Date and the date of Distribution (the “Distribution Date”), employees of the Company and Agilent shall participate in this Plan or the Agilent RP as determined under the provisions of each plan. On and after the Distribution Date, the RP benefits payable to Participants (as such capitalized term is defined) will be provided solely under this Plan. Neither the Operational Separation nor the Distribution shall be treated as a benefit distribution event under the Plan with respect to any Participant.

The Plan and its related Trust are intended to qualify for the favorable tax treatment provided under section 401 and related sections of the Internal Revenue Code of 1986, as amended. The Plan is subject to change to meet applicable rules and regulations of the Internal Revenue Service and the United States Department of Labor. The Company retains the right, as provided in Section 15, to amend or terminate the Plan at any time. Certain capitalized terms used in the text of the Plan are defined in Section 16 in alphabetical order. Any and all decisions involving the interpretation

of the Plan’s provisions, including but not limited to, eligibility, valuation of retirement benefits, termination and distributions, shall be made by the Plan Administrator in its sole discretion.


SECTION 2.	ELIGIBILITY, PARTICIPATION AND VESTING.

(a) Commencement of Participation by Former Agilent Employees.

(i) Each Former Agilent Employee who was a Keysight Group Employee and who was a “participant” in the Agilent RP immediately prior to August 1, 2014 commenced participation in this Plan on August 1, 2014.

(ii) Each Former Agilent Employee who was a Subsequently Transferred Keysight Employee shall automatically commence participation in the Plan as of his or her Transfer Date.

(iii) If a Former Agilent Employee who did not become a Participant in this Plan on August 1, 2014, or the Transfer Date, as applicable, is employed by a Participating Company after November 1, 2014, he or she shall automatically commence participation in the Plan on the later of:

(A) The November 1 or May 1 coincident with or next following the date he or she completes two Years of Service before or after employment; or

(B) The date he or she becomes an Eligible Employee following employment, unless the Employee has suffered a Permanent Service Break at the time of his or her employment, in which case he or she shall automatically commence participation on the date he or she meets the requirements of Section 2(a)(iii)(A) following employment.

(b) Commencement of Participation by Former HP Employees. If a Former HP Employee who did not become a Participant in the Agilent RP on May 1, 2000 is employed by a

Participating Company, he or she shall automatically commence participation in the Plan on the later of:

(A) The November 1 or May 1 coincident with or next following the date he or she completes two Years of Service before or after employment; or

(c) Commencement of Participation by Other Eligible Employees. Each other Eligible Employee shall automatically commence participation in the Plan on the later of:

(A) The November 1 or May 1 coincident with or next following the date he or she completes two Years of Service; or

(B) The date he or she first becomes an Eligible Employee.

(d) Reemployed Employees. If a former Employee is reemployed by a Participating Company, he or she shall automatically commence or recommence participation in the Plan on the later of:

(i) The November 1 or May 1 coincident with or next following the date he or she completes two Years of Service before or after reemployment; or

(ii) The date he or she becomes an Eligible Employee following reemployment, unless the Employee has suffered a Permanent Service Break at the time of his or her reemployment, in which case he or she shall automatically commence or recommence participation on the date he or she meets the requirements of Section (a)(iii)(A), Section 2(b)(A), or Section 2(c)(A), as appropriate, following reemployment.

(e) Vesting. All Participants are 100% vested in their Accrued Benefits.

(f) Termination of Participation. An individual shall cease to be a Participant as of the date he or she ceases to be an Employee, unless the individual is entitled to benefits hereunder, in which event his or her status as a Participant shall terminate on the earlier of the date of his or her death or the date no further amount is payable to the individual hereunder.


SECTION 3.	RETIREMENT BENEFITS.

(a) Normal Retirement. Each Participant who retires on his or her Normal Retirement Date and each Participant whose employment by the Affiliated Group terminates on or after the date he or she attains the Normal Retirement Age but prior to his or her Normal Retirement Date, shall be entitled to an annual Normal Retirement Benefit equal to the sum of the Participant’s Traditional Benefit as of October 31, 2009, and the Participant’s Stable Value Benefit determined for periods from and after November 1, 2009, as follows:

(i) Traditional Benefit.

(A) An amount equal to 1.5% of the Participant’s Highest Average Pay Rate multiplied by the Participant’s Years of Credited Service as of October 31, 2009 (not in excess of thirty (30));

(B) The amount determined in Section 3(a)(i)(A) above shall be reduced by the Participant’s Offset Amount; and

(C) The amount determined in Section 3(a)(i)(B) above shall be reduced by the Annuity Value of the amount, if any, to which the Participant is (or would be) entitled under the Deferred Profit-Sharing Plan, determined at the Normal Retirement Date pursuant to Section 8; provided, however, such reduction shall not exceed the amount determined in Section 3(a)(i)(B)

above multiplied by a fraction, the numerator of which is the Participant’s Years of Credited Service determined as of October 31, 1993 under the provisions of the Hewlett-Packard RP (not in excess of thirty (30)), and the denominator of which is the Participant’s Years of Credited Service as of October 31, 2009 (not in excess of thirty (30)).

If the amount determined pursuant to this Section 3(a)(i) is zero or negative, the Participant’s Traditional Benefit for purposes of determining his or her Normal Retirement Benefit under Section 3(a) shall be deemed to be zero.

(ii) Stable Value Benefit. An amount equal to the single life annuity which is Actuarially Equivalent to a Single Sum Value which is equal to the sum of:

(A) 11% of the Pay Rate of the Participant for each month for which he receives service credit as part of a Year of Credited Service plus,

(B) for each month for which he receives service credit as part of a Year of Credited Service beginning with the month in which the Participant has fifteen (15) or more Years of Service, 3% of the Participant’s Pay Rate for that month, plus

for the Participant’s whole and fractional Years of Credited Service from and after November 1, 2009; provided whenever the Participant’s Years of Credited Service for such period are limited due to the 30-year maximum period as provided in Section 3(d)(ii) below, the number of whole and fractional years that are a portion of that 30-year maximum count to be applied for purposes of determining the benefit under

this Section 3(a)(ii) shall be those consecutive whole and fractional years during which the Participant’s accruals under this Section 3(a)(ii) were the highest.

For purposes of subsection 3(a)(ii)(B) above, Years of Service, Service, and Hours of Service shall only include periods for which the Employee is compensated on a designated Agilent or “participating company” (as defined under the terms of the Agilent RP) payroll through November 1, 2014, or a designated Keysight or Participating Company payroll.

(b) Early Retirement. If a Participant’s employment by the Affiliated Group terminates prior to the date he or she attains Normal Retirement Age but upon or after attaining age 55 and if, at such time, the Participant has completed at least fifteen (15) Years of Service, the Participant shall be entitled to an annual Early Retirement Benefit, equal to the sum of the Participant’s Traditional Benefit and the Participant’s Stable Value Benefit determined as follows:

(i) Traditional Benefit.

(A) An amount equal to 1.5% of the Participant’s Highest Average Pay Rate multiplied by the Participant’s Years of Credited Service as of October 31, 2009 (not in excess of thirty (30));

(B) The amount determined in Section 3(b)(i)(A) above shall be reduced by the Participant’s Offset Amount;

(C) If the Participant properly elects to have his or her Early Retirement Benefit commence prior to his or her Normal Retirement Date, then Section 3(b)(i)(B) above shall not apply, and the amount determined in Section 3(b)(i)(A) above shall be reduced (I) by 1/180 for each of the first 60 complete calendar months, and by 1/360 for each of the next 60 complete

calendar months by which the Annuity Starting Date precedes his or her Normal Retirement Date, and (II) by the Participant’s Early Retirement Offset Amount; and

(D) The amount determined under Section 3(b)(i)(B) or (C) above, as appropriate, shall be reduced by the Annuity Value of the amount, if any, to which the Participant is (or would be) entitled under the Deferred Profit-Sharing Plan, determined as of the date benefits are scheduled to commence pursuant to Section 8; provided, however, such reduction shall not exceed the amount determined in Section 3(b)(i)(B) or (C) above, as appropriate, multiplied by a fraction, the numerator of which is the Participant’s Years of Credited Service determined as of October 31, 1993 under the provisions of the Hewlett-Packard RP (not in excess of thirty (30)), and the denominator of which is the Participant’s Years of Credited Service as of October 31, 2009 (not in excess of thirty (30)).

If the amount determined pursuant to this Section 3(b)(i) is zero or negative, the Participant’s Traditional Benefit for purposes of determining his or her Early Retirement Benefit under Section 3(b) shall be deemed to be zero.

(ii) Stable Value Benefit. An amount equal to the single life annuity as of the Participant’s Early Retirement Date which is Actuarially Equivalent to the Single Sum Value reduced by 5% compounded annually for each year or part thereof by which the Participant’s Early Retirement Date precedes the Normal Retirement Date; provided, however, in no event will such single life annuity be less than the Actuarial Equivalent of the portion of the

Normal Retirement Benefit determined under Section 3(a)(ii) payable at his or her Normal Retirement Date.

(i) Time of Payment or Distribution. In accordance with Section 4(b)(iii), payment of the Retirement Benefit of a Participant who continues as an Employee after his or her Normal Retirement Date shall be suspended until the earlier of the Participant’s termination of employment or Required Beginning Date, except as otherwise provided in Section 10(j).

(ii) Notification of Suspension of Benefits. The Plan shall notify any Participant who continues as an Employee after his or her Normal Retirement Date by personal delivery or first class mail during the first calendar month or payroll period in which the Plan withholds payments, that payment of his or her Retirement Benefit is suspended. Such notification shall contain a description of the specific reasons why payment of the Retirement Benefit has been suspended, a description of the Plan provision relating to the suspension of payments, a copy of such provisions, and a statement to the effect that applicable Department of Labor regulations may be found in Section 2530.203-3 of Title 29 of the Code of Federal Regulations. In addition, the notice shall inform the Participant of the Plan’s procedures for affording a review of the suspension of benefits. Requests for such reviews may be considered in accordance with the claims procedure adopted by the Plan Administrator pursuant to Section 503 of ERISA and applicable regulations.

(iii) Deferred Retirement Benefits. Upon termination of his or her employment with the Affiliated Group, a Participant who continues as an Employee after his or her Normal Retirement Date shall be entitled to an annual Deferred Retirement Benefit equal to the sum

of the Participant’s Traditional Benefit and the Participant’s Stable Value Benefit, determined as follows:

(A) Traditional Benefit. The Participant’s Traditional Benefit shall equal his or her Traditional Benefit determined as provided in Section 3(a)(i), above, taking into account his or her Years of Credited Service (not in excess of thirty (30)), Highest Average Pay rate, Offset Amount and Annuity Value, as of the earlier of October 31, 2009 or the date employment with the Affiliated Group terminates, except as otherwise provided in Section 3(c)(iv), below.

(B) Stable Value Benefit. The Participant’s Stable Value Benefit shall be the amount determined in Section 3(a)(ii), above, as of the date employment with the Affiliated Group terminates, except as otherwise provided in Section 3(c)(iv), below.

(iv) Notwithstanding the foregoing, in determining a participant’s Deferred Retirement Benefit, for any period described in subsections 3(c)(iv)(B)(I – III) below:

(A) The Traditional Benefit accruals for any year or partial year during any such period completed on or before October 31, 2009, and the Stable Value Benefit accruals beginning on or after November 1, 2009 shall be the greater of (I) the Traditional Benefit the Participant would have accrued during such year or partial year as provided in Section 3(c)(iii) above, plus the Stable Value benefit the Participant would have accrued during such year or partial year as provided in Section 3(c)(iii) above, or (II) the actuarial increase on the benefit based on his or her Traditional Benefit plus Stable

Value Benefit determined as of the last day of the preceding year or partial year to the current period.

The conversion of such amounts described in (A) above are based on an Actuarially Equivalent retirement income under Appendix A using the interest and mortality assumptions that apply as of the date for which the actuarial adjustment is determined in the calculation.

(B) The periods to which this “greater of” provision applies are any periods:

(I) After the Participant has attained Normal Retirement Age, during which the Participant is an Employee but for which notification in accordance with Section 3(c)(ii) above was not provided to the Participant;

(II) After the Participant has attained Normal Retirement Age, during which the Participant is an Employee but has completed fewer than 40 Hours of Service with the Company or any Subsidiary; or

(III) Beginning with the April 1 following the calendar year in which the Participant attains age 70½, during which payment of the Participant’s Retirement Benefit is suspended as provided in Section 3(c)(i).

(C) If the Traditional Benefit amount determined pursuant to Section 3(a)(i) is zero or negative, the Participant’s Traditional Benefit for

purposes of determining his or her Termination Benefit under Section 3(c)(iii)(A) shall be deemed to be zero.

(d) Limitations.

(i) Frozen Traditional Benefit. Notwithstanding any provision of the Plan to the contrary, a Participant’s Traditional Benefit shall be “frozen” as of October 31, 2009 and determined using the Participant’s Years of Credited Service, Highest Average Pay Rate, Offset Amount, and Annuity Value as of such date.

(ii) Service Limitation. For purposes of calculating a Participant’s Retirement Benefit as described in this Section 3, a Participant’s Years of Credited Service, as defined in Section 16(nnn) shall not exceed thirty (30), pursuant to the provisions of Section 16(nnn)(iv).

(iii) Limits on Amounts of Retirement Benefits. Notwithstanding any other provision of the Plan to the contrary, the annual Retirement Benefit paid to any Participant (or the value thereof, if the Participant elects to receive his or her Retirement Benefit in the form of a single lump sum distribution in cash), shall not exceed the applicable limitations described in Section 9.


SECTION 4.	FORM AND TIME OF DISTRIBUTION OF RETIREMENT BENEFITS.

(a) Forms Available. In accordance with and subject to the rules described in Sections 4(b) through (d) below, a Participant may elect to have his or her Retirement Benefit paid in any of the following forms:

(i) An Individual Life Annuity, which provides a monthly benefit to the Participant for life equal to 1/12 of his or her annual Retirement Benefit;

(v) A single lump sum distribution in cash equal to the present value of the Participant’s Retirement Benefit.

The amount of Retirement Benefit payable in the forms described in Section 4(a)(ii) through (v) above shall be Actuarially Equivalent to the Individual Life Annuity described in Section 4(a)(i).

(b) Retirement Upon or After Normal Retirement Date. The following rules shall apply to a Participant who retires under Section 3(a) (Normal Retirement) or Section 3(c) (Deferred Retirement):

(i) Form of Payment. The Retirement Benefit of a Participant described in this Section 4(b) shall be paid in the form of an annuity unless he or she has properly elected to h

ave such Retirement Benefit distributed in the form of a single lump sum distribution in cash.

(ii) Election of Form of Payment. By taking the appropriate actions prescribed by the Company within the 180-day period ending on the Annuity Starting Date, a Participant described in this Section 4(b) may elect to have his or her Retirement Benefit paid in any one of the forms of annuity described in Section 4(a)(i) through (iv) above or in the form of a single lump sum distribution in cash as described in Section 4(a)(v). Any election by a married Participant to have a Retirement Benefit paid in a form other than an annuity described in Section 4(a)(ii) through (iv) with his or her Spouse as the joint annuitant shall be effective only if the Participant’s Spouse consents in writing to the election within the 180-day period ending on the Annuity Starting Date. Such consent shall acknowledge the effect of the election and shall be witnessed by a notary public. The Spouse may revoke such consent only in the event that the Participant changes his or her election. Subject to the foregoing, a Participant who has made an election pursuant to this Section 4(b)(ii) may change or revoke such election at any time up to the Annuity Starting Date.

(iii) Time of Payment or Distribution. Payment of the Retirement Benefit of a Participant described in this Section 4(b) in the form of an annuity shall commence effective as of the first day of a month designated by the Participant which follows both the Participant’s Normal or Deferred Retirement Date, as appropriate, and the receipt by the Company or the organization designated by the Company of the Participant’s election including the prescribed consent by a Spouse described in Section 4(b)(ii). Distribution of the Retirement Benefit of a Participant described in this Section 4(b) in the form of a single

lump sum distribution in cash shall be made in accordance with the rules described in Section 4(d) below.

Notwithstanding any other provision of the Plan to the contrary, distribution of a Participant’s Retirement Benefit shall be made or commence not later than his or her Required Beginning Date and all distributions from the Plan will be made in accordance with the requirements of section 401(a)(9) of the Code and the regulations thereunder.

If a Participant accrues an additional Retirement Benefit after distribution is made or commences pursuant to this paragraph, the Retirement Benefit that accrues during any Plan Year following the last Plan Year to which the original distribution relates shall be paid as soon as practicable in the following calendar year in the same form in which the original distribution was paid, unless the Participant and his or her Spouse, if any, properly consent to the distribution of such additional Retirement Benefit in the form of a single lump sum distribution in cash.

(c) Early Retirement. The following rules shall apply to a Participant who retires under Section 3(b) (Early Retirement):

(i) Form of Payment. The Early Retirement Benefit of a Participant described in this Section 4(c) shall be paid in the form of an annuity unless he or she has properly elected to have such Early Retirement Benefit distributed in the form of a single lump sum distribution in cash.

in the form of a single lump sum distribution in cash as described in Section 4(a)(v). Any election by a married Participant to have a Retirement Benefit paid in a form other than an annuity described in Section 4(a)(ii) through (iv) with his or her Spouse as the joint annuitant shall be effective only if the Participant’s Spouse consents in writing to the election within the 180-day period ending on the Annuity Starting Date. Such consent shall acknowledge the effect of the election and shall be witnessed by a notary public. The Spouse may revoke such consent only in the event that the Participant changes his or her election. Subject to the foregoing, a Participant who has made an election pursuant to this Section 4(c)(ii) may change or revoke such election at any time up to the Annuity Starting Date.

(iii) Time of Payment or Distribution. Payment of the Early Retirement Benefit of a Participant described in this Section 4(c) in the form of an annuity shall commence effective as of the first day of a month designated by the Participant which follows both the termination of his or her employment by the Affiliated Group and the receipt by the Plan Administrator or the organization designated by the Plan Administrator of the Participant’s election including the prescribed consent by a Spouse described in Section 4(c)(ii). Distribution of the Early Retirement Benefit of a Participant described in this Section 4(c) in the form of a single lump sum distribution in cash shall be made in accordance with the rules described in Section 4(d) below.

(d) Time of Distribution of Lump Sum Payments. If a Participant has properly elected to receive his or her Retirement Benefit in the form of a single lump sum distribution in cash (pursuant to Section 4(b)(ii) or 4(c)(ii)), the Participant’s Retirement Benefit will be distributed as of a month designated by the Participant and as soon as practicable following both the termination of his or her employment by the Affiliated Group and the receipt by the Plan Administrator or the organization designated by the Plan Administrator of the Participant’s election including the prescribed consent by a Spouse described in Section 4(b)(ii) or 4(c)(ii), as appropriate, but in no event later than his or her Required Beginning Date. The Actuarially Equivalent present value of the Participant’s Retirement Benefit payable as a lump sum shall be calculated at the time of payment.

(e) Effect of Failure To Elect a Form of Retirement Benefit. If a Participant’s Retirement Benefit is to be paid in the form of an annuity (pursuant to Section 4(b)(i) or 4(c)(i)) and the Participant has not elected the form of annuity in which his or her Retirement Benefit is to be paid by the Annuity Starting Date or if, in the case of a married Participant, the Participant’s Spouse has not consented to the Participant’s election of an Individual Life Annuity, or single lump sum distribution in cash, or the designation of an individual other than the Spouse as the Participant’s joint annuitant, the following rules shall apply:

(i) Married Participants. If the Participant is married on the Annuity Starting Date, the Participant’s Retirement Benefit shall be paid in the form of a Joint and 50% Survivor Annuity, providing a monthly benefit to the Participant for life and, upon his or her death, a monthly benefit equal to 50% of the monthly benefit paid to the Participant continued to his or her Spouse (if then living) for such Spouse’s life.

(ii) Single Participants. If the Participant is not married on the Annuity Starting Date, the Participant’s Retirement Benefit shall be paid in the form of an Individual Life Annuity, providing a monthly benefit to the Participant for his or her life.

(f) Joint Annuitants. A Participant may designate any individual permitted by ERISA as his or her joint annuitant; provided, however, that a married Participant may designate an individual other than his or her Spouse as joint annuitant only if the Spouse consents in writing to such designation within the 180-day period ending on the Annuity Starting Date. Such consent shall acknowledge the effect of such designation and shall be witnessed by a notary public. In the event that the Participant changes his or her designation of a joint annuitant, the Spouse’s consent shall again be required unless the original consent waived the right to consent to a changed designation. Any designation of a joint annuitant shall be made in the manner prescribed by the Plan Administrator and shall be filed with the Plan Administrator or the organization designated by the Plan Administrator. A Participant may not change a previous designation of a joint annuitant after the Annuity Starting Date.

(g) Effect of Death of Joint Annuitant on Election of Form of Retirement Benefit.

(i) Death Before Annuity Starting Date. If a Participant’s Retirement Benefit is to be paid in the form of a Joint and Survivor Annuity and his or her Spouse or other joint annuitant dies before the Annuity Starting Date, the Participant shall be deemed to have elected to receive his or her Retirement Benefit in the form of an Individual Life Annuity. In such a case, the Participant may elect another form of Retirement Benefit and/or designate a new joint annuitant within the appropriate election period and subject to the applicable rules described in this Section 4.

(ii) Death After Annuity Starting Date. If a Participant’s Spouse or other joint annuitant dies on or after the Annuity Starting Date, the Participant may not change the form in which such Benefit is to be paid.

(h) Limit on Forms of Retirement Benefits. Notwithstanding any other provision of the Plan to the contrary, if a Participant designates someone other than his or her Spouse as joint annuitant, the present value of any Retirement Benefit payable to the Participant on the Annuity Starting Date shall be more than 50% of the present value on such date of the total amount payable under the Plan with respect to the Participant.

(i) Required Consent and Commencement of Benefit Distributions. If a Participant is eligible for a distribution of his or her Retirement Benefit but such benefit may not otherwise be distributed without his or her consent pursuant to Section 10(j), distribution of the Participant’s Retirement Benefit shall be made or commenced upon receipt of the Participant’s consent in writing to the distribution. Notwithstanding the foregoing, distribution of a Participant’s Retirement Benefit shall be made or commence no later than:

(i) Sixty (60) days after the end of the Plan Year in which the Participant attains Normal Retirement Age or terminates employment, whichever is later; and

(ii) Such later date as the Participant may elect in writing, but not later than the Participant’s Required Beginning Date.


SECTION 5.	TERMINATION BEFORE RETIREMENT.

(a) Amount of Termination Benefit For Participants With Fifteen or More Years of Service Who Have Not Yet Attained Age 55. Each Participant who terminates with fifteen (15) or more Years of Service but prior to attaining age 55 shall be entitled to an annual Termination Benefit equal to the sum of the Participant’s Traditional Termination Benefit as of October 31, 2009, and

the Participant’s Stable Value Termination Benefit determined for periods from and after November 1, 2009, as follows:

(i) Traditional Termination Benefit.

(A) An amount equal to 1.5% of the Participant’s Highest Average Pay Rate shall be multiplied by the Participant’s Years of Credited Service as of October 31, 2009 (not in excess of thirty (30));

(B) The amount determined in Section 5(a)(i)(A) above shall be reduced by the Participant’s Offset Amount;

(C) If the Participant properly elects to have his or her Termination Benefit commence prior to his or her Normal Retirement Date, then Section 5(a)(i)(B) above shall not apply, and the amount determined in Section 5(a)(i)(A) above shall be reduced (I) by 1/180 for each of the first 60 complete calendar months, and by 1/360 for each of the next 60 complete calendar months by which the Annuity Starting Date precedes his or her Normal Retirement Date, and (II) by the Participant’s Early Retirement Offset Amount;

(D) The amount determined under Section 5(a)(i)(B) or (C) above, as appropriate, shall be reduced by the Annuity Value of the amount, if any, to which the Participant is (or would be) entitled under the Deferred Profit-Sharing Plan, determined as of the later of the last day of the month in which the Participant attains age 55 or the date as of which benefits are scheduled to commence pursuant to Section 8; provided, however, such reduction shall not exceed the amount determined in Section 5(a)(i)(B) or

(C) above, as appropriate, multiplied by a fraction, the numerator of which is the Participant’s Years of Credited Service determined as of October 31, 1993 under the provisions of the Hewlett-Packard RP (not in excess of thirty (30)), and the denominator of which is the Participant’s Years of Credited Service as of October 31, 2009 (not in excess of thirty (30)); and

(E) If the Termination Benefit commences more than 120 months prior to the Participant’s Normal Retirement Date, the amount determined under the foregoing provisions of this Section 5(a)(i) shall be further reduced to an amount that is Actuarially Equivalent to the Termination Benefit that would have been payable 120 months prior to the Participant’s Normal Retirement Date.

(ii) Stable Value Termination Benefit. An amount equal to the single life annuity as of the Participant’s Annuity Starting Date which is Actuarially Equivalent to the Single Sum Value reduced by 5% compounded annually for each year or part thereof by which the Participant’s Annuity Starting Date precedes the Normal Retirement Date; provided, however, in no event will such single life annuity be less than the Actuarial Equivalent of the portion of the Normal Retirement Benefit determined under Section 3(a)(ii) payable at his or her Normal Retirement Date.

(b) Amount of Termination Benefit For Participants With Less Than Fifteen Years of Service. Each Participant who terminates with less than fifteen (15) Years of Service shall be entitled to an annual Termination Benefit equal to the sum of the Participant’s Traditional Termination Benefit as of October 31, 2009, and the Participant’s Stable Value Termination Benefit determined for periods from and after November 1, 2009, as follows:

(i) Traditional Termination Benefit.

(A) An amount equal to 1.5% of the Participant’s Highest Average Pay Rate multiplied by the Participant’s Years of Credited Service as of October 31, 2009 (not in excess of thirty (30));

(B) The amount determined in Section 5(b)(i)(A) above shall be reduced by the Participant’s Offset Amount;

(C) The amount determined under Section 5(b)(i)(B) above shall be reduced by the Annuity Value of the amount, if any, to which the Participant is (or would be) entitled under the Deferred Profit-Sharing Plan, determined at the Normal Retirement Date pursuant to Section 8; provided, however, such reduction shall not exceed the amount determined in Section 5(b)(i)(B) multiplied by a fraction, the numerator of which is the Participant’s Years of Credited Service determined as of October 31, 1993 under the provisions of the Hewlett-Packard RP (not in excess of thirty (30)), and the denominator of which is the Participant’s Years of Credited Service as of October 31, 2009 (not in excess of thirty (30));

(D) If the Participant properly elects to have his or her Termination Benefit commence prior to his or her Normal Retirement Date, then Section 5(b)(i)(B) above shall not apply, and the amount determined in Section 5(b)(i)(A) and the Annuity Value determined under Section 5(b)(i)(C) above shall be reduced (I) by 1/180 for each of the first 60 complete calendar months, and by 1/360 for each of the next 60 complete calendar months by which the

Annuity Starting Date precedes his or her Normal Retirement Date, and (II) by the Participant’s Early Retirement Offset Amount; and

(E) If the Termination Benefit commences more than 120 months prior to the Participant’s Normal Retirement Date, the amount determined under the foregoing provisions of this Section 5(b) shall be further reduced to an amount that is Actuarially Equivalent to the Termination Benefit that would have been payable 120 months prior to the Participant’s Normal Retirement Date.

(c) Limit on Traditional Benefit Reduction. The amount determined under Section 5(a) or (b) shall be the Participant’s annual Termination Benefit. If the amount determined pursuant to Section 5(a)(i) or 5(b)(i) is zero or negative, the Participant’s Traditional Termination Benefit for purposes of determining his or her Termination Benefit under Section 5 shall be deemed to be zero.

(d) Limit on Amount of Termination Benefits.

(i) Frozen Traditional Benefit. Notwithstanding any provision of the Plan to the contrary, a Participant’s Traditional Termination Benefit shall be “frozen” as of October 31

, 2009 and determined using the Participant’s Years of Credited Service, Highest Average Pay Rate, Offset Amount, and Annuity Value as of such date.

(ii) Service Limitation. For purposes of calculating a Participant’s Termination Benefit as described in this Section 5, a Participant’s Years of Credited Service, as defined in Section 16(nnn), shall not exceed thirty (30), pursuant to the provisions of Section 16(nnn)(iv).

(iii) Limits on Amounts of Retirement Benefits. Notwithstanding any other provision of the Plan to the contrary, the annual Termination Benefit paid to any Participant (or the value thereof, if the Participant elects to receive his or her Termination Benefit in the form of a single lump sum distribution in cash), shall not exceed the applicable limitations described in Section 9.


SECTION 6.	FORM AND TIME OF DISTRIBUTION OF TERMINATION BENEFITS.

(a) Forms Available. In accordance with and subject to the rules described in Sections 6(b) and (c) below, a Participant may elect to have his or her Termination Benefit paid in any of the forms described in Section 4(a).

(b) Form and Time of Payment. The following rules shall apply to a Participant who is eligible for a Termination Benefit under Section 5:

(i) Form of Payment. The Termination Benefit of a Participant described in this Section 6(b) shall be paid in the form of an annuity unless he or she has properly elected to have his or her Termination Benefit distributed in the form of a single lump sum distribution in cash.

(ii) Election of Form of Payment. By taking the appropriate actions prescribed by the Plan Administrator within the 180-day period ending on the Annuity Starting Date, a Participant described in this Section 6(b) may elect to have his or her Termination Benefit paid in any one of the forms of annuity described in Section 4(a)(i) through (iv) above or in the form of a single lump sum distribution in cash as described in Section 4(a)(v). Any election by a married Participant to have a Termination Benefit paid in a form other than an annuity described in Section 4(a)(ii) through (iv) with his or her Spouse as the joint annuitant shall be effective only if the Participant’s Spouse consents in writing to the election within the 180-day period ending on the Annuity Starting Date. Such consent shall acknowledge the effect of the election and shall be witnessed by a notary public. The Spouse may revoke such consent only in the event that the Participant changes his or her election. Subject to the foregoing, a Participant who has made an election pursuant to this Section 6(b)(ii) may change or revoke such election at any time up to the Annuity Starting Date.

(iii) Time of Payment or Distribution. Payment of a Participant’s Termination Benefit in the form of an annuity shall commence effective as of the first day of a month designated by the Participant which follows both the termination of his or her employment by the Affiliated Group and the receipt by the Plan Administrator or the organization designated by the Plan Administrator of the Participant’s election including the prescribed consent by a Spouse described in Section 6(b)(ii). Distribution of a Participant’s Termination Benefit in the form of a single lump sum distribution in cash shall be made in accordance with the rules described in Section 6(c) below.

Notwithstanding any other provision of the Plan to the contrary, distribution of a Participant’s Plan Benefit shall be made not later than his or her Required Beginning Date

and all distributions will be made in accordance with the requirements of Section 401(a)(9) of the Code as may be amended from time to time (including, but not limited to the incidental death benefit requirement of Section 401(a)(9)(G)) and Treasury Regulations sections 1.401(a)(9)-2 through 1.401(a)(9)-9, as may be amended from time to time.

(iv) Time of Distribution of Lump Sum Payments. If a Participant has properly elected to receive his or her Termination Benefit in the form of a single lump sum distribution in cash (pursuant to Section 6(b)(ii)), the Participant’s Termination Benefit will be distributed as of a month designated by the Participant and as soon as practicable following both the termination of his or her employment by the Affiliated Group and the receipt by the Plan Administrator or the organization designated by the Plan Administrator of the Participant’s election including the prescribed consent by a Spouse described in Section 6(b)(ii) but in no event later than his or her Required Beginning Date. The Actuarially Equivalent present value of the Participant’s Termination Benefit payable as a lump sum shall be calculated at the time of payment.

(c) Effect of Failure To Elect a Form of Termination Benefit. If a Participant’s Termination Benefit is to be paid in the form of an annuity (pursuant to Section 6(b)(i)) and the Participant has not elected the form of an annuity in which his or her Termination Benefit is to be paid by the Annuity Starting Date or if, in the case of a married Participant, the Participant’s Spouse has not consented to the Participant’s election of an Individual Life Annuity, or single lump sum distribution in cash, or the designation of an individual other than the Spouse as the Participant’s joint annuitant, the following rules shall apply:

(i) Married Participants. If the Participant is married on the Annuity Starting Date, the Participant’s Termination Benefit shall be paid in the form of a Joint and 50% S

urvivor Annuity, providing a monthly benefit to the Participant for life and, upon his or her death, a monthly benefit equal to 50% of the monthly benefit paid to the Participant continued to his or her Spouse (if then living) for such Spouse’s life.

(ii) Single Participants. If the Participant is not married on the Annuity Starting Date, the Participant’s Termination Benefit shall be paid in the form of an Individual Life Annuity, providing a monthly benefit to the Participant for his or her life.

(d) Joint Annuitants. A Participant may designate any individual permitted by ERISA as his or her joint annuitant; provided, however, that a married Participant may designate an individual other than his or her Spouse as joint annuitant only if the Spouse consents in writing to such designation within the 180-day period ending on the Annuity Starting Date. Such consent shall acknowledge the effect of such designation and shall be witnessed by a notary public. In the event that the Participant changes his or her designation of a joint annuitant, the Spouse’s consent shall again be required unless the original consent waived the right to consent to a changed designation. Any designation of a joint annuitant shall be made in the manner prescribed by the Plan Administrator and shall be filed with the Plan Administrator or the organization designated by the Plan Administrator. A Participant may not change a previous designation of a joint annuitant after the Annuity Starting Date.

(e) Effect of Death of Joint Annuitant on Election of Form of Termination Benefit.

(i) Death Before Annuity Starting Date. If a Participant’s Termination Benefit is to be paid in the form of a Joint and Survivor Annuity and his or her Spouse or other joint annuitant dies before the Annuity Starting Date, the Participant shall be deemed to have elected to receive his or her Termination Benefit in the form of an Individual Life Annuity. In such a case, the Participant may elect another form of Termination Benefit and/or designate a

new joint annuitant within the appropriate election period and subject to the applicable rules described in this Section 6.

(ii) Death After Annuity Starting Date. If a Participant’s Spouse or other joint annuitant dies on or after the Annuity Starting Date, the Participant may not change the form in which such Benefit is to be paid.

(f) Limit on Forms of Termination Benefits. Notwithstanding any other provision of the Plan to the contrary, if a Participant designates someone other than his or her Spouse as joint annuitant, the present value of any Termination Benefit payable to the Participant on the Annuity Starting Date shall be more than 50% of the present value on such date of the total amount payable under the Plan with respect to the Participant.

(g) Required Consent. Notwithstanding any other provision of the Plan to the contrary, if a Participant is eligible for distribution of his or her Termination Benefit but such Benefit may not otherwise be distributed without his or her consent pursuant to Section 10(j), the Participant’s Termination Benefit shall be deferred until the earlier of the receipt of the Participant’s consent in writing to the distribution or the Participant’s Required Beginning Date. A Participant’s failure to file a claim for benefits pursuant to Section 13(a)(i) shall be deemed an election to defer the distribution of his or her Termination Benefit until the earlier of the date such an election is filed or the Participant’s Required Beginning Date.


SECTION 7.	SURVIVOR BENEFIT.

(a) Benefits Upon Death of Participant. If a Participant dies before his or her Annuity Starting Date, his or her Beneficiary shall be entitled to a Survivor Benefit, determined under Section 7(b).

(b) Amount of Survivor Benefit. The Survivor Benefit payable to an eligible Beneficiary shall be equal to the sum of the Participant’s Traditional Survivor Benefit as of October 31, 2009, and the Participant’s Stable Value Survivor Benefit determined for periods from and after November 1, 2009, as follows:

(i) Traditional Survivor Benefit shall be equal to 50% of the lump sum Actuarially Equivalent value of the Traditional Benefit or Traditional Termination Benefit that the Participant would have received if the Participant had terminated employment on the day preceding his or her death; provided, however, that if a Participant and his or her Spouse have been married throughout the 12-month period ending on the date of the Participant’s death, the Traditional Survivor Benefit (whether or not the Spouse is the Participant’s Beneficiary) shall be no less than the lump sum Actuarially Equivalent value of the monthly benefit which the Spouse would have received if the Participant had commenced receiving his or her Traditional Benefit or Traditional Termination Benefits in the form of a Joint and 50% Survivor Annuity (with his or her Spouse as joint annuitant) as of the day before he or she died.

(ii) Stable Value Survivor Benefit shall be equal to 100% of the lump sum Actuarially Equivalent value of the Stable Value Benefit or Stable Value Termination Benefit that the Participant would have received if the Participant had terminated employment on the day preceding his or her death.

(c) Beneficiary. A Participant’s Beneficiary shall be the person(s) designated by such Participant to receive the Survivor Benefit (i) under this Section 7(c), or (ii) under the Agilent RP (or, if none, Hewlett-Packard RP) until an initial Beneficiary designation is made under the Plan. If the Participant has not made an effective designation of a Beneficiary or if the named Beneficiary

is not living when a distribution is to be made, then (i) the then living Spouse of the deceased Participant shall be the Beneficiary; or (ii) if none, the then living children of the deceased Participant shall be the Beneficiaries in equal shares; or (iii) if the Participant has neither a Spouse nor children living at the time of such payment, his or her then living parents shall be his or her Beneficiaries, in equal shares; or (iv) if none of the individuals described in (i)-(iii) are living at the time of payment, the estate of the Participant shall be the Beneficiary. The Participant may change his or her designation of a Beneficiary from time to time. Any designation of a Beneficiary (or an amendment or revocation thereof) shall be effective only if it is made in the manner prescribed by the Plan Administrator and is received by the organization designated by the Plan Administrator prior to the Participant’s death. In the case of a married Participant, any designation of a person other than his or her Spouse as Beneficiary shall be effective only if the Spouse consents in writing to the designation during the period beginning after the date the Participant has been given the description of the Survivor Benefit and no earlier than the earlier of (A) the date the Participant is no longer an Employee or (B) the first day of the Plan Year in which the Participant attains age 35 and ending on the date of the Participant’s death. Notwithstanding the preceding sentence, a Participant may, after the date the Participant has been given the description of the Survivor Benefit and prior to the time described in the preceding sentence, make a special qualified election to designate, with his or her Spouse’s consent, a person other than his or her Spouse as Beneficiary. If a Participant makes a proper election after the date the Participant has been given the description of the Survivor Benefit, but prior to the earlier of (A) the date the Participant is no longer an Employee or (B) the first day of the Plan Year in which the Participant attains age 35, the election shall be invalid on the first day of the Plan Year in which the Participant attains age 35. The Spouse’s consent shall acknowledge the effect of the designation and shall be witnessed by a notary public. The Spouse may revoke

such consent only in the event the Participant changes his or her Beneficiary designation. The Spouse’s consent shall not be required if the Participant establishes to the satisfaction of the Plan Administrator or the organization designated by the Plan Administrator that the Spouse’s consent cannot be obtained because the Spouse cannot be located or because of other reasons deemed acceptable under applicable regulations.

(d) Form and Time of Commencement of Benefits to Beneficiaries. If the Beneficiary is the Participant’s surviving Spouse (to whom the Participant has been married throughout the 12-month period ending on the date of the Participant’s death), the Survivor Benefit described in Section 7(b) shall be distributed in the form of an Actuarially Equivalent single life annuity commencing on the later of the date of the Participant’s death or the date the Participant would have attained the Normal Retirement Age, unless such surviving Spouse has elected to have his or her Survivor Benefit distributed in the form of a single lump sum distribution in cash commencing on such date. At any time prior to the date that the surviving Spouse’s Survivor Benefit is to be distributed pursuant to the preceding sentence, the surviving Spouse may elect, in the manner prescribed by the Plan Administrator, to have his or her Survivor Benefit distributed in the form of a single lump sum distribution in cash and/or to have his or her Survivor Benefit distributed at a specified time earlier than that provided in the immediately preceding sentence. If the Participant’s Beneficiary is not his or her surviving Spouse (to whom the Participant has been married throughout the 12-month period ending on the date of the Participant’s death), the Plan benefit shall be distributed in the form of a single lump sum distribution in cash not later than 12 months after the date of the Participant’s death.

(e) Death of Beneficiary Before Distribution (or Commencement of Distribution). If a Beneficiary who is entitled to a Survivor Benefit under Section 7(a) dies before such Survivor

Benefit has been distributed (or before the date as of which distribution thereof is to commence), such Survivor Benefit shall be distributed in the form of a single lump sum distribution in cash to the Beneficiary’s spouse, if then living, or if not, to his or her then living children, in equal shares, or if none, to his or her then living parents, in equal shares, or if none, to his or her estate, as soon as practicable following the Beneficiary’s death, but in no event later than five years after the Participant’s death.

(f) Previous Election Irrelevant. A Survivor Benefit payable under Section 7(a) above shall be paid without regard to any election by the Participant to receive his or her Retirement or Termination Benefit in any available form, other than a proper election to receive a single lump sum distribution in cash.

(g) Qualified Domestic Relations Order. Entitlement of a Beneficiary to benefits pursuant to this Section 7 shall be subject to the requirements of any “qualified domestic relations order” (as defined in section 414(p) of the Code).


SECTION 8.	ANNUITY VALUE OF BENEFIT UNDER DEFERRED PROFIT-SHARING PLAN.

(a) On the date set forth in Sections 3(a)(iii), 3(b)(iv), 3(c), 5(a)(iv) and 5(b)(iii), as applicable, the Annuity Value of the amount, if any, to which a Participant is (or would be) entitled under the Deferred Profit-Sharing Plan shall be determined as follows:

(i) There shall first be determined an amount equal to the value of the Participant’s “Participant Account,” if any, under the Deferred Profit-Sharing Plan as of the Participant’s “Valuation Date” (as such terms are defined in the Deferred Profit-Sharing Plan);

(ii) If the Participant (or an “alternate payee,” as defined in section 414(p) of the Code) had received a distribution under the Deferred Profit-Sharing Plan (or, with respect to a Former Agilent Employee, a distribution from the Agilent Technologies, Inc. Deferred Profit-Sharing Plan (the “Agilent DPSP”), or with respect to a Former HP Employee, a distribution from the Hewlett-Packard Company Deferred Profit-Sharing Plan (the “HP DPSP”)) prior to the date the Participant’s employment by the Affiliated Group terminates, and Years of Credited Service are not disregarded hereunder with respect to the period of time during which such distribution accrued under the Deferred Profit-Sharing Plan, the Agilent DPSP or the HP DPSP, the amount of such prior distribution plus an amount equal to interest at the compound annual rate of 8% from the date of such prior distribution to the Participant’s “Valuation Date” (as defined in the Deferred Profit-Sharing Plan) shall be added to the amount determined pursuant to Section 8(a)(i) above;

(iii) Interest at a compound annual rate of 8% for the period from the Participant’s “Valuation Date” (as defined in the Deferred Profit-Sharing Plan) to the date the Annuity Value is determined shall be added to the amount determined pursuant to Section 8(a)(ii) above (or 8(a)(i) if 8(a)(ii) is inapplicable); and

(iv) The amount determined pursuant to Section 8(a)(iii) above shall be converted to an Actuarially Equivalent annual annuity (for the life of the Participant).

(v) For purposes of Sections 8(a)(ii), (iii) and (iv), the interest rate shall not exceed the highest Standard Interest Rate.

(b) Notwithstanding any provision of the Plan to the contrary, if a Participant’s or Beneficiary’s “Plan Benefit” under the Deferred Profit-Sharing Plan (as defined in the Deferred Profit-Sharing Plan) is transferred to this Plan to be paid in the form of an annuity, the amount of

his or her Plan Benefit shall be converted to an annual annuity (in the form selected by the Participant or Beneficiary under the Deferred Profit Sharing Plan) on the basis of the tables and factors described in Appendix A.


SECTION 9.	LIMITATIONS ON BENEFITS.

(a) General Limitation. Notwithstanding any other provisions of the Plan to the contrary, a Participant’s annual benefit hereunder, and under all other qualified defined benefit plans maintained by the Company or a Subsidiary (other than a benefit attributable to employee contributions), shall not exceed the applicable limitation set forth in section 415 of the Code at any time during any Limitation Year. For purposes of this Section 9, “Limitation Year” means the calendar year.

(b) Compensation. For purposes of this Section 9, a Participant’s “Compensation” means the compensation of the Participant from the Company and each Subsidiary for the Limitation Year, determined in accordance with Treas. Reg. section 1.415-2(d)(11)(i) including elective deferrals (within the meaning of section 402(g)(3) of the Code) and any amount which is contributed or deferred by the Company or a Subsidiary at the election of the Participant and which is not includible in the gross income of the Participant by reason of sections 125, 132(f)(4) or 457 of the Code.

In accordance with Code Section 414(u)(12)(A)(ii) of the Code, and any Treasury Regulations and other guidance promulgated thereunder, for the purposes of this Section 9, a Participant’s “Compensation” also includes differential pay that 1) is made by a member of the Affiliated Group to an Employee with respect to any period during which the Employee is performing service in the uniformed services while on active duty for a period of more than 30 days and 2)

represents all or a portion of the wages the Employee would have received from a member of the Affiliated Group if the Employee had remained actively employed.

(c) Additional Limitation for Certain Participants. The annual payments to a Restricted Participant under the Plan shall not exceed the Retirement or Termination Benefit that is payable to the Participant in the form of an Individual Life Annuity. The foregoing sentence shall not apply if either of the following two conditions is met:

(i) After payment of all Retirement or Termination Benefits to the Restricted Participant, the value of the Plan’s assets equals or exceeds 110% of the value of the Plan’s current liabilities (as defined in section 412(l)(7) of the Code); or

(ii) The value of the Restricted Participant’s Retirement or Termination Benefit is less than one percent of the value of such current liabilities.

As used herein, “Restricted Participant” means a Participant who is one of the 25 highly compensated employees within the meaning of section 414(q) of the Code (or former employees treated as highly compensated employees under section 414(q)(6) of the Code) with the highest Compensation for the particular Plan Year or any prior Plan Year.


SECTION 10.	GENERAL PROVISIONS.

(a) Information About Benefits.

(i) Each Participant shall be given a general explanation of the Plan and, not more than once in any 12-month period, upon written request addressed to the Plan Administrator or the organization designated by the Plan Administrator, shall be furnished with reasonable information regarding such Participant’s rights under the Plan and all information required by law.

(ii) At the times described below, the Plan Administrator or the organization designated by the Plan Administrator shall provide the Participant with a description of the Individual Life Annuity, the Survivor Benefit, the Joint and Survivor Annuities and any other optional forms of benefit which are available under the Plan. Such description shall include an explanation of the elections which are required or available in connection with Plan benefits, the Participant’s right to a period of at least 30 days after receipt of the description to make such elections, the financial effect on the Participant’s Plan benefit of making or failing to make such elections, the rights of the Participant’s Spouse and the right to revoke an election. The description of the Individual Life Annuity, the Joint and Survivor Annuities and any other optional forms of benefit shall be provided no more than 180 days prior to the Annuity Starting Date. A Participant may, with his or her Spouse’s consent, waive the 30-day period described above, but in no event may his or her Annuity Starting Date be a date earlier than the expiration of the seven-day period that begins after the description is provided to the Participant.

The description of the Survivor Benefit shall be provided no later than within whichever of the following periods ends last: (i) the period beginning with the first day of the Plan Year in which the Participant attains age 32 and ending with the close of the Plan Year preceding the Plan Year in which the Participant attains age 35; (ii) the period beginning one year prior to and ending one year following the date the individual becomes a Participant; or (iii) the period beginning one year prior to and ending one year following the date the Survivor Benefit is no longer provided at no charge to the Participant. Notwithstanding the immediately preceding sentence, in the case of a Participant that ceases to be an Employee before attaining age 35, the description of the Survivor Benefit shall be provided no later than within the period beginning one year prior to and ending one year following

the date the Participant ceases to be an Employee. If such an individual is reemployed, the description of the Survivor Benefit also shall be provided within the period described above.

(b) No Assignment of Rights. The interest and property rights of any person in the Plan, in the Trust Fund or in any distribution to be made under the Plan shall not be subject to option nor be assignable, either by voluntary or involuntary assignment or by operation of law, including (without limitation) bankruptcy, garnishment, attachment or other creditor’s process, and any act in violation hereof shall be void, except that the following shall not constitute a violation of this Section 10(b):

(i) A payment pursuant to a domestic relations order, if such order (i) is determined to be a “qualified domestic relations order” (“QDRO”) (as defined in section 414(p) of the Code) under this Plan by the Plan Administrator or the organization designated by the Plan Administrator, (ii) was determined to be a QDRO by Agilent under the Agilent RP with respect to a Participant or (iii) was determined to be a QDRO by Hewlett-Packard under the Hewlett-Packard RP with respect to a Participant.

(ii) A reduction in a Participant’s Accrued Benefit by an amount the Participant is ordered or required to pay the Plan, and where such order or requirement:

(B) The judgment, order, decree or settlement expressly provides for the offset of all or part of the amount ordered or required to be paid to the Plan against the Participant’s Accrued Benefit; and

(C) In the case in which the survivor annuity requirements of section 401(a)(11) of the Code apply with respect to distributions from the Plan to the Participant, if the Participant has a Spouse at the time at which the offset is to be made: (1) either the Participant shall be required to obtain his or her Spouse’s consent to such offset or an election to waive the right of the Spouse to either a qualified joint and survivor annuity or a qualified pre-retirement survivor annuity is in effect in accordance with the requirements of section 417(a) of the Code; (2) such Spouse is ordered or required in such judgment, order, decree, or settlement to pay an amount to the Plan in connection with a violation (or alleged violation) of part 4 of such subtitle; or (3) in such judgment, order, decree, or settlement, such Spouse retains the right to receive the survivor annuity under a qualified joint and survivor annuity provided pursuant to section 401(a)(11)(A)(i) of the Code and under a qualified pre-retirement survivor annuity provided pursuant to section 401(a)(11)(A)(ii) of the Code, determined in accordance with section 401(a)(13)(D) of the Code.

credit shall be provided under the Plan with respect to his or her qualified military service (as defined in section 414(u)(5) of the Code) in accordance with section 414(u) of the Code.

(d) Plan Mergers. Except as may be permitted under regulations issued by the Secretary of the Treasury, the Plan shall not merge or consolidate with, nor transfer assets or liabilities to, any other plan unless each Participant would receive a benefit under the Plan immediately after the merger, consolidation or transfer (if the Plan then terminated) which is equal to or greater than the benefit which he or she would have been entitled to receive immediately before the merger, consolidation or transfer (if the Plan had then terminated).

(e) Plan Transfers. Notwithstanding any other provision hereof, the Plan Administrator may, in its discretion, authorize the Trustee to accept a transfer to this Plan of all or any part of the assets of any other plan which satisfies the applicable requirements of Section 401(a) of the Code and is maintained for the benefit of persons who are or are about to become Participants in this Plan.

(g) Competency To Handle Benefits. If, in the opinion of the Plan Administrator or an organization designated by the Plan Administrator, any person is unable to properly handle any property distributable to such person under the Plan, reasonable arrangements may be made for the distribution of Plan benefits on such person’s behalf if it is determined it will be beneficial to such person, including (without limitation) distribution to the person’s guardian, conservator, spouse, dependent or parent.

(h) False or Erroneous Statements. If any person makes any statement which is false or erroneous, fails to state or furnish any material fact or information or fails to correct any such information which has been previously furnished to the Plan Administrator, the Company, any other Participating Company or an organization designated by the Plan Administrator, the benefits payable with respect to such person shall be adjusted, if necessary, upon the discovery of the accurate facts, the amount of any payments theretofore made in reliance on incorrect facts shall be recalculated, if necessary, and reasonable steps shall be taken to recover any overpayment (including, but not limited to, a reduction of succeeding payments), as the Plan Administrator or any organization designated by the Plan Administrator may determine.

(i) Payment of Small Annuities. If the monthly Retirement, Termination or Survivor Benefit payable under the Plan would be less than $50, an Actuarially Equivalent benefit shall be

paid on a quarterly, semiannual or annual basis to the extent necessary to provide a minimum payment of $50.

(j) Cash-Out of Small Benefits. If the Actuarially Equivalent present value of a Participant’s Retirement or Termination Benefit (determined as of the date of distribution) is not more than $5,000, or if the present value of a Survivor Benefit is not more than $5,000 (determined as of the date of distribution), such Benefit shall be distributed in the form of a single lump sum distribution in cash, as soon as practicable following the Participant’s termination of employment or death, as applicable. For purposes of this Section 10(j), if the Actuarially Equivalent present value of a Participant’s Retirement or Termination Benefit, or if the present value of a Survivor Benefit, has ever exceeded $5,000 at the time of a distribution, such Benefit shall be deemed to have exceeded $5,000 at any time subsequent to such time.

Notwithstanding anything in the Plan to the contrary, in the event of a distribution in accordance with this Section 10(j) of a Participant’s Retirement or Termination Benefit that is more than $1,000, the Plan administrator shall direct the Trustee to pay the Benefit in a Direct Rollover to an individual retirement plan designated by the Plan Administrator if the Participant does not elect to have such distribution paid directly to an Eligible Retirement Plan specified by the Participant in a Direct Rollover or to receive the distribution directly in accordance with this Section 10(j).

Notwithstanding the foregoing, no distribution shall be made pursuant to this Section 10(j), if the Participant’s or Beneficiary’s “Plan Benefit”, if any, under the Deferred Profit-Sharing Plan (as defined in the Deferred Profit-Sharing Plan) may not otherwise be distributed under Section 10(h) of that Plan

If a Participant who is a Former HP Employee terminated employment prior to October 29, 1993 when the Participant’s “accrued benefit” was $0 under the Hewlett-Packard RP, such

Participant shall be deemed to have received a distribution of such accrued benefit pursuant to this Section 10(j) on the date his or her employment terminated.

(k) Effect of Reemployment Upon Payment and Amount of Benefits.

(i) Reemployment Prior to Payment (or Commencement). If a Participant is reemployed by a member of the Affiliated Group before his or her Retirement or Termination Benefit has been distributed (or before the distribution thereof has commenced), payment of such Benefit shall not commence prior to the termination of his or her employment following reemployment.

(ii) Reemployment While Receiving Annuity Benefits From the Plan. If a Participant who is receiving a Retirement or Termination Benefit in the form of an annuity from the Plan is reemployed by a member of the Affiliated Group, the payment of such Benefit shall continue notwithstanding such reemployment. Payment of the Participant’s Retirement or Termination Benefit under the Plan shall be adjusted as of the date of subsequent termination of employment to reflect the individual’s additional Credited Service, if any, during the period of reemployment and the Participant’s Highest Average Pay Rate, Offset Amount or Early Retirement Offset Amount, if applicable (or, if applicable, the actuarially increased Retirement Benefit commencing after Normal Retirement Date as described in Section 3).

(iii) Reemployment After Receiving a Lump Sum Payment. If a former Participant who received a lump sum distribution pursuant to Section 4, 6 or 10(j) ((or, with respect to a Former Agilent Employee, a lump sum distribution pursuant to the parallel sections of the Agilent RP or, with respect to a Former HP Employee, a lump sum distribution pursuant to the parallel sections of the Hewlett-Packard RP) is subsequently reemployed by

a member of the Affiliated Group, on the date as of which his or her Retirement or Termination Benefit is to commence following his or her subsequent termination of employment by the Affiliated Group, his or her Retirement or Termination Benefit, as appropriate, shall be determined as follows:

(A) The amount of the Participant’s Retirement or Termination Benefit shall be calculated on the basis of the terms of the Plan as in effect at the time of such subsequent termination of employment, based upon his or her Years of Credited Service and his or her Highest Average Pay Rate, Offset Amount or Early Retirement Offset Amount, if applicable;

(B) The Actuarially Equivalent present value of the Retirement or Termination Benefit calculated pursuant to (A) above shall be determined on the date as of which payment of the Participant’s Retirement or Termination Benefit is to be made;

(C) If Years of Credited Service are not disregarded hereunder with respect to the period of time during which such lump sum distribution accrued, there shall be subtracted from the amount determined pursuant to (B) above the amount the former Participant received as a lump sum distribution pursuant to Section 4, 6, or 10(j) (or, with respect to a Former Agilent Employee, a lump sum distribution pursuant to the parallel sections of the Agilent RP or, with respect to a Former HP Employee, a lump sum distribution pursuant to the parallel sections of the Hewlett-Packard RP) plus interest at a compound annual rate of 8% for the period from the date of the prior distribution to the date as of which the former Participant’s Retirement

or Termination Benefit is to commence following his or her subsequent termination of employment; and

(D) The amount determined under (C) above shall be converted to an Actuarially Equivalent benefit in the form elected by (or payable to) the former Participant.

If an “alternate payee” (as defined in section 414(p) of the Code) receives a lump sum distribution pursuant to a “qualified domestic relations order” (as defined in section 414(p) of the Code) as specified in Section 10(b) (or, with respect to an alternate payee of a Former Agilent Employee, such a lump sum distribution under the Agilent RP or, with respect to an alternate payee of a Former HP Employee, such a lump sum distribution under the Hewlett-Packard RP), or a Participant receives a lump sum distribution pursuant to section 401(a)(9) of the Code (or, with respect to a Former Agilent Employee, such a lump sum distribution under the Agilent RP or, with respect to a Former HP Employee, such a lump sum distribution under the Hewlett-Packard RP), such lump sum distribution shall be treated as a lump sum distribution under Sections 4, 6 or 10(j) for all purposes of this Section 10(k)(iii).

(l) Effect of Subsequent Changes in Plan. Except as otherwise specifically provided in future amendments to the Plan, all benefits to which any Participant, Beneficiary or joint annuitant may be entitled hereunder shall be determined under the Plan (or the Agilent RP or Hewlett-Packard RP, as appropriate) as in effect when the Participant’s Service terminates, unless the Participant is reemployed, in which case his or her benefit shall be based on the provisions of the Plan as in effect on the date his or her employment by the Affiliated Group terminates following reemployment.

(m) No Waiver of Participation. No Employee who is eligible to participate in the Plan may elect not to participate, for whatever reason, nor waive his or her right to become a Participant hereunder.

(n) Governing Law. This Plan shall be construed in accordance with ERISA and, to the extent permissible under ERISA, the laws of the State of California.

(o) Coordination of Payment with Deferred Profit-Sharing Plan. Notwithstanding any other provision of the Plan to the contrary, a Participant’s Retirement or Termination Benefit shall not be paid or commence as of a date which is prior to the date as of which his or her benefit under the Deferred Profit-Sharing Plan is paid or commences.

(p) Purchase of Annuity Contracts. Notwithstanding any other provision of the Plan to the contrary, the Plan Administrator may at any time in its discretion direct the Trustee to purchase from an insurance company, on behalf of any Participant, Beneficiary or joint annuitant whose benefit under the Plan is being paid or is payable in the form of an annuity, an individual nontransferable fully-paid annuity contract providing annuity payments equal to the payments determined pursuant to Section 3, 5, 7 or 8 as applicable; provided, however, that the purchase of any such contract shall in no event reduce the rights of a Participant’s joint annuitant or Beneficiary in the event of the Participant’s death. Such contract may be distributed to the Participant, joint annuitant or Beneficiary in full satisfaction of his or her interest in the Plan and shall be deemed a distribution of the Participant’s entire Accrued Benefit for all purposes hereunder.

(q) Lost Participant, Beneficiary or Joint Annuitant. If the Plan Administrator or the organization designated by the Plan Administrator is unable to locate a Participant, Beneficiary or joint annuitant who is entitled to receive any amount payable under the Plan, the Plan Administrator may (but need not) direct that such amount be applied to reduce the contributions of the Participating

Companies to the Plan. In the event that such Participant, Beneficiary or joint annuitant thereafter makes a claim for such amount, the amount so applied (without income, gains or other adjustment), shall be reinstated and paid to such Participant, Beneficiary or joint annuitant in accordance with the terms of the Plan. However, if any amount would have been lost by reason of escheat, then such amount shall not be subject to reinstatement and payment to the Participant, Beneficiary or joint annuitant.

(r) Return of Contributions. Any other provision of the Plan notwithstanding, each contribution to the Plan by the Participating Companies is expressly conditioned on its deductibility under section 404 of the Code. If the deduction for such contributions is disallowed in whole or in part, the amount disallowed (reduced by any losses incurred with respect to such amount) shall be returned to the Participating Companies within one (1) year after the date of the disallowance of the deduction. In addition, if a Participating Company makes any contribution because of a mistake of fact, then the amount contributed because of the mistake (reduced by any losses incurred with respect to such amount) shall be returned to such Participating Company within one (1) year after the date the mistaken contribution was made.

(s) No Reduction of Accrued Benefits. In no event shall the minimum benefit payable to a Participant in the Plan be less than the amount determined in accordance with this Section 10(s).

(i) In the case of a Participant who is a Former HP Employee of the Agilent RP in effect on August 1, 2014, and who has a Gross Benefit under the Plan, such Participant’s Gross Benefit shall not be less than the greater of the amounts determined under Subparagraph (A) or (B):

(I) The Participant’s Gross Benefit, determined as of October 31, 1989 under the terms of the Hewlett-Packard RP as in effect through October 31, 1989, based on Years of Credited Service and on Pay Rate, Highest Average Pay Rate and Primary Social Security Benefit determined through October 31, 1989 and not otherwise disregarded under the terms of the Plan or the Hewlett-Packard RP due to the Participant’s separation from service (including a “permanent service break” as defined in the Hewlett-Packard RP), plus (II) the Participant’s Gross Benefit determined as of October 31, 1994 under Section 3 or 5 of the Hewlett-Packard RP (as applicable) as in effect on and after November 1, 1989 through October 31, 1994, based on the Participant’s Years of Credited Service earned on or after November 1, 1989 and prior to November 1, 1994 and on Pay Rate, Highest Average Pay Rate, Final Average Compensation and Covered Compensation determined through October 31, 1994 and not otherwise disregarded under the terms of the Plan or the Hewlett-Packard RP due to the Participant’s separation from service (including a “permanent service break” as defined in the Hewlett-Packard RP), plus (III) the Participant’s Gross Benefit determined under Section 3 or 5 of the Plan or the Hewlett-Packard RP (as applicable) based on the Participant’s Years of Credited Service earned on or after November 1, 1994 and not otherwise disregarded under the terms of the Plan or the Hewlett-Packard RP due to the Participant’s separation from service (including a Permanent Service Break or a “permanent service break” as defined in the Hewlett-Packard RP); or

(II) The Participant’s Gross Benefit determined as of October 31, 1994 under Section 3 or 5 of the Hewlett-Packard RP (as applicable) as in effect on and

after November 1, 1989 through October 31, 1994, based on the Participant’s Years of Credited Service earned prior to November 1, 1994 and on Pay Rate, Highest Average Pay Rate, Final Average Compensation and Covered Compensation determined through October 31, 1994 and not otherwise disregarded under the terms of the Plan or the Hewlett-Packard RP due to the Participant’s separation from service (including a “permanent service break” as defined in the Hewlett-Packard RP), plus (II) the Participant’s Gross Benefit determined under Section 3 or 5 of the Plan or the Hewlett-Packard RP (as applicable) based on the Participant’s Years of Credited Service earned on or after November 1, 1994 and not otherwise disregarded under the terms of the Plan or the Hewlett-Packard RP due to the Participant’s separation from service (including a Permanent Service Break or a “permanent service break” as defined in the Hewlett-Packard RP).

Notwithstanding any provision in this Plan to the contrary, if a Participant’s Gross Benefit is described either in Subparagraph (A) or (B) of this Paragraph (i), the reduction of the Gross Benefit by the Annuity Value shall be applied to the Gross Benefit multiplied by a fraction, the numerator of which is the Participant’s Years of Credited Service determined as of October 31, 1993 under the Hewlett-Packard RP (not in excess of 30), and the denominator of which is the Participant’s Years of Credited Service (not in excess of 30).

(ii) In the case of a Participant who is a Former HP Employee and who does not have a Gross Benefit under the Plan, such Participant’s Accrued Benefit shall not be less than the sum of (A) the Participant’s Accrued Benefit determined as of October 31, 1994 under Section 3 or 5 of the Hewlett-Packard RP (as applicable) as in effect on and after

November 1, 1993 through October 31, 1994, based on the Participant’s Years of Credited Service earned prior to November 1, 1994 and on Pay Rate, Highest Average Pay Rate, Final Average Compensation and Covered Compensation determined through October 31, 1994 and not otherwise disregarded under the terms of the Plan or the Hewlett-Packard RP due to the Participant’s separation from service (including a “permanent service break” as defined in the Hewlett-Packard RP), plus (B) the Participant’s Accrued Benefit determined under Section 3 or 5 of the Plan or the Hewlett-Packard RP (as applicable) based on the Participant’s Years of Credited Service earned on or after November 1, 1994 and not otherwise disregarded under the terms of the Plan or the Hewlett-Packard RP due to the Participant’s separation from service (including a Permanent Service Break or a “permanent service break” as defined in the Hewlett-Packard RP).

The minimum Gross Benefit component in Subparagraph (i)(A)(I) shall be determined without regard to the annual compensation limit under section 401(a)(17) of the Code. The minimum benefit component in either of Subparagraphs (i)(A)(II), (i)(B)(I) or (ii)(A) shall be determined without regard to the $150,000 annual compensation limit under section 401(a)(17) of the Code, but by applying instead the applicable $200,000 adjusted limitation in effect under section 401(a)(17) of the Code for Plan Years prior to November 1, 1994. In no event shall total Years of Credited Service taken into account under this Section 10(s) exceed 30.


SECTION 11.	FIDUCIARY RESPONSIBILITIES AND PLAN ADMINISTRATION.

make such rules, regulations and computations and shall take such other actions to administer the Plan as it may deem appropriate in its sole discretion. The Plan Administrator shall have sole discretion to interpret the terms of the Plan and to determine eligibility for benefits pursuant to the objective criteria set forth in the Plan. The Plan Administrator’s rules, regulations, interpretations, computations and actions shall be conclusive and binding on all persons. In administering the Plan, the Plan Administrator shall act in a nondiscriminatory manner to the extent required by section 401 and related sections of the Code and shall at all times discharge its duties with respect to the Plan in accordance with the standards set forth in section 404(a)(1) of ERISA.

(b) Named Fiduciary for Management of Plan Assets. The Company is the named fiduciary with respect to the control and management of the assets of the Plan only to the extent of having the duty to initially appoint one or more trustees to hold the assets of the Plan in trust and to enter into a trust agreement with each such initial trustee with respect to the assets held in trust thereunder. The Benefits Committee is the named fiduciary with respect to the control and management of the assets of the Plan only to the extent of (i) having the duty to remove the initially appointed trustee and to appoint one or more successor trustees to hold the assets of the Plan in trust and to enter into a trust agreement with each such successor trustee with respect to the assets held in trust thereunder, (ii) having the authority to appoint one or more Investment Managers and to enter into a contract with each such Investment Manager with respect to the management of such assets as are to be subject to the management of such Investment Manager, (iii) having the authority to direct the Trustee to invest all or a portion of the assets of the Plan in one or more group annuity contracts which provide a guaranteed rate of return and which are issued by an insurance company or companies selected by the Benefits Committee and qualified to do business in more than one state and (iv) having the duty to establish a funding policy and method as provided in Section 12

(a). Each trustee so appointed shall have the exclusive authority and discretion to manage and control the assets of the Plan which it holds in trust, except to the extent that the authority to manage, acquire and dispose of such assets is delegated by the Benefits Committee to one or more Investment Managers. Each Investment Manager shall have the power to manage, including the power to acquire and dispose of, those assets held in trust pursuant to the Plan which are assigned to it by the Benefits Committee, and the power to delegate some or all of such powers to one or more other Investment Managers.

(c) Service in Several Fiduciary Capacities. Nothing herein shall prohibit any person or group of persons from serving in more than one fiduciary capacity with respect to the Plan (including service both as Plan administrator and trustee).

(d) Duties and Responsibilities of the Plan Administrator. The Plan Administrator may engage the services of such persons or organizations to render advice or perform services with respect to its duties and responsibilities under the Plan, including those duties and responsibilities specifically set forth in Section 11(a), as it may determine to be necessary or appropriate. Such persons or organizations may include, but shall not be limited to, actuaries, attorneys, accountants, administrators, record keepers, consultants and employees of the Company.

(e) Delegation of Fiduciary Responsibilities. In lieu of carrying out any of its fiduciary responsibilities under the Plan pursuant to Section 11(d), the Plan Administrator may delegate its fiduciary responsibilities (except “trustee responsibilities” as defined in section 405(c)(3) of ERISA) to any person or persons pursuant to a written contract with such other person, or in the case of an employee of the Company, resolution of the Benefits Committee, which specifies the fiduciary responsibilities so delegated.

(f) Indemnification. To the extent permitted by law, the Company shall indemnify and hold harmless the members of the Board, the Benefits Committee, officers and any other employee of the Company to whom any fiduciary responsibility with respect to the Plan is allocated or delegated, from and against any and all liabilities, costs and expenses, including attorneys’ fees, incurred by such person as a result of any act, or omission to act, in connection with the performance of his duties, responsibilities and obligations under the Plan and under ERISA, other than such liabilities, costs and expenses as my result from the gross negligence or willful misconduct of any such person or to the extent such indemnification is prohibited by ERISA.


SECTION 12.	ESTABLISHMENT OF A FUNDING PROCEDURE; BASIS OF PAYMENTS; LIMITATION OF OBLIGATION.

(a) Funding Procedure.

(i) The Plan Administrator shall engage an actuary, enrolled pursuant to section 3042 of ERISA, to: (A) determine the normal cost of the Plan for each Plan Year and the

amount (if any) of the Plan’s unfunded past-service liability on the basis of the funding method established for the Plan; (B) prepare the actuarial statement described in section 103(d) of ERISA; and (C) render the opinion described in section 103(a)(4) of ERISA. Such actuary shall use actuarial assumptions which in the aggregate are reasonable. Based upon the determination of such actuary, the Plan Administrator shall determine the contributions required to be made by the Participating Companies for each Plan Year in order to satisfy the minimum funding standard (or alternative minimum funding standard) for such Plan Year, determined pursuant to sections 302 through 305 of ERISA and section 412 of the Code. The Plan Administrator may remove and discharge the actuary so engaged, but in such case it shall engage a successor enrolled actuary to make the determinations, prepare the actuarial statement and render the opinion described in this Section 12(a)(i).

(ii) After consultation with the actuary engaged pursuant to Section 12(a)(i), the Plan Administrator shall determine the funding method (i.e., the actuarial cost method) to be used in determining costs and liabilities under the Plan pursuant to section 301 et seq. of ERISA and section 412 of the Code. With the advice of the actuary, the Plan Administrator shall review the funding method from time to time and, if the Plan Administrator determines that it is no longer appropriate, the Plan Administrator shall then petition the Secretary of the Treasury for approval of a change in the funding method.

(iii) The Participating Companies shall contribute to the Plan for each Plan Year at least the amount necessary to satisfy the minimum funding standard (or alternative minimum funding standard) for such Plan Year.

(iv) From time to time the Plan Administrator shall estimate the benefits and administrative expenses to be paid out of the Trust Fund during the period for which such

estimate is made and the contributions to be made to the Plan by the Participating Companies during such period. The Plan Administrator shall inform the Trustee and each Investment Manager of the estimated cash needs of the Plan for each period with respect to which such estimates are made. Such estimates shall be made on an annual, quarterly, monthly or other basis as the Plan Administrator may determine.

(v) The Plan Administrator shall engage an independent qualified public accountant to conduct such examinations and to render such opinions as may be required under section 103(a)(3)(A) of ERISA. The Plan Administrator may remove and discharge the person so engaged, but in such case the Plan Administrator shall engage a successor independent qualified public accountant to perform such examinations and to render such opinions.

(b) Basis of Payments to and from Plan.

(i) From time to time the Participating Companies shall make such contributions to the Plan as the Plan Administrator determines to be necessary or appropriate to fund the benefits provided by the Plan and any expenses thereof which are to be paid out of the Trust Fund and to carry out its obligations under this Section 12.

(ii) All contributions to the Plan shall be invested and reinvested by the Trustee in accordance with the Trust Agreement.

(iii) All benefits payable under the Plan shall be paid by the Trustee out of the Trust Fund, pursuant to the directions of the Plan Administrator or the organization designated by the Plan Administrator and the terms of the Trust Agreement.

(iv) The reasonable expenses of administering the Plan and Trust shall be charged to and paid out of the Trust Fund pursuant to directions of the Plan Administrator and as

may be provided in the Trust Agreement, to the extent permitted by applicable law, unless in the Company’s discretion they are paid by the Participating Companies. The Company shall have complete discretion to determine whether an expense of the Plan or Trust shall be paid by the Participating Companies, and this section 12(b)(iv) shall not be construed to require the Participating Companies to pay any portion of the expenses of the Plan and Trust that the Plan Administrator has directed be paid from the Trust Fund. The Plan Administrator’s discretion and authority to direct the Trust Fund to pay any reasonable expenses of the Plan and Trust shall not be limited in any way by any prior decision or act, whether repeated or sporadic, by the Company and other Participating Companies to pay any or all expenses of the Plan and Trust.

(c) Limitation of Obligation. Notwithstanding any other provision hereof, the Participating Companies shall have no obligation to continue to make contributions to the Plan after the Plan’s termination or partial termination, except as otherwise provided by ERISA, and none of the Participating Companies, nor the Trustee or any other person shall have any liability or obligation to provide benefits hereunder after the termination or partial termination of the Plan (other than the Participating Companies’ obligations under Sections 12(a) and (b) above as to periods before such termination). Upon the termination or partial termination of the Plan, Participants, Beneficiaries and other joint annuitants who have an interest in the Plan shall look solely to the Trust Fund for their benefits. In the event of a partial termination of the Plan, this Section 12(c) shall apply only with respect to those persons who are affected by such partial termination.


SECTION 13.	CLAIMS PROCEDURE.

(a) Claims for Benefits.

(i) Subject to Section 10(j) and except as otherwise required under Section 401(a)(9) of the Code or to comply with the timing requirements of Section 7(d) regarding payment to a Beneficiary other than a surviving Spouse, no Retirement Benefit, Termination Benefit or Survivor Benefit will be paid to or on behalf of a Participant under the Plan until the Participant (or the Participant’s Spouse or other joint annuitant or Beneficiary, as appropriate) has filed a claim for benefits which contains all information which the Plan Administrator or the organization designated by the Plan Administrator may need to determine the amount and form of any payment due hereunder. Such information shall include, without limitation: the Participant’s date of birth; the Participant’s marital status; the name, address and birth date of the Participant’s Spouse and/or Beneficiary, if any; the name, address and birth date of the Participant’s joint annuitant, if any, other than his or her Spouse; the Participant’s benefit commencement date and copies of such proof of age or marital status as the Plan Administrator or the organization designated by the Plan Administrator may request.

(ii) All claims for benefits under the Plan must be made in the manner prescribed by the Plan Administrator. All claims for benefits and inquiries concerning benefits under the Plan shall be submitted to organization designated by the Plan Administrator and shall be addressed as designated by the Plan Administrator.

to perfect his or her claim, an explanation of why such material is necessary and an explanation of the Plan’s Review Procedure and the time limits applicable to such procedures, including a statement of the claimant’s right to bring a civil action under section 502(a) of ERISA following denial on appeal. Such written notice shall be given to the claimant within 90 days after receipt of his or her claim, unless special circumstances require additional time for processing. If additional time for processing is required, written notice shall be furnished to the claimant prior to the termination of the initial 90-day period. Such notice shall indicate the special circumstances requiring the extension of time and the date by which it is expected the decision on the claim for benefits shall be rendered. In no event shall the decision of the Plan Administrator (or the organization designated by the Plan Administrator) be rendered more than 180 days after receipt of the claim.


SECTION 14.	REVIEW PROCEDURE.

(a) Appointment of Review Panel. The Plan Administrator shall appoint a Review Panel which shall consist of three or more individuals who may (but need not) be employees of the Company. The Review Panel shall be the named fiduciary which shall have discretionary authority to act with respect to appeals from denials of claims for benefits under the Plan.

relevant to the claimant’s claim for benefits (that is not privileged or protected). On appeal, the Review Panel will take into account all comments, documents, records, and other information submitted by the claimant relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.

(c) Form of Request for Review. A request for review must be made in writing and shall be addressed to the Review Panel under the Agilent Technologies, Inc. Retirement Plan. A request for review shall set forth all of the grounds upon which it is based, all facts in support thereof and any other matters which the claimant deems pertinent. The Review Panel may require the claimant to submit such additional facts, documents or other material as it may deem necessary or appropriate in making its review.

(d) Time for Review Panel Action. The Review Panel shall act upon each request for review within 60 days after receipt thereof, unless special circumstances require additional time for review. If additional time for review is required, written notice shall be furnished to the claimant prior to the end of the initial 60-day period, indicating the date by which the Review Panel expects to render its decision on his or her request for review and the special circumstances requiring the extension of time. In no event shall the decision of the Review Panel be rendered more than 120 days after it receives a claimant’s request for review.

charge, reasonable access to, and copies of, all documents, records, and other information relevant to the claimant’s claim (that is not privileged or protected), a statement describing any voluntary appeal procedures offered by the Plan and the claimant’s right to obtain the information about such procedures, and a statement of the claimant’s right to bring an action under Section 502(a) of ERISA. In the event that the Review Panel determines that the claim for benefits should not have been denied, in whole or in part, the Plan Administrator shall take appropriate remedial action as soon as reasonably practicable after receiving notice of the Review Panel’s decision.

(f) Rules and Procedures. The Review Panel shall establish such rules and procedures, consistent with the Plan and with ERISA, as it may deem necessary or appropriate in carrying out its responsibilities under this Section 14. The Review Panel may require a claimant who wishes to submit additional information in connection with an appeal from the denial of benefits to do so at his or her own expense.

(g) Exhaustion of Remedies. No legal or equitable action for benefits under the Plan shall be brought unless and until the claimant: (i) has submitted a claim (in the manner prescribed by the Plan Administrator) for benefits; (ii) has been notified that the claim is denied; (iii) has filed a written request for a review of the claim in accordance with this Section 14; and (iv) has been notified in writing that the Review Panel has affirmed the denial of the claim.


SECTION 15.	AMENDMENT; TERMINATION AND NONREVERSION.

(a) Amendment and Termination. The Company reserves the right to amend or terminate the Plan, in its entirety, as to any Participating Company or as to any group of Employees, at any time. The Senior Vice President of Human Resources or the General Counsel, has the power and authority to amend the Plan at any time by written instrument, including as may be necessary to comply with ERISA, the Code or any other applicable law. Notwithstanding the foregoing, plan

amendments and/or modifications that may have a material impact on the Company, as determined by the Senior Vice President of Human Resources or the General Counsel, shall be approved by the Compensation Committee of the Board of Directors. The Company reserves the right to terminate the Plan at any time by resolution of the Compensation Committee of the Board of Directors. No amendment, however, shall (i) reduce the Accrued Benefit of any Participant determined as of the date the amendment is adopted, except to the extent that a reduction in Accrued Benefits may be permitted by ERISA, nor (ii) except to the extent provided in Section 15(b), divert any part of the assets of the Trust Fund to purposes other than the exclusive purposes of providing benefits to the Participants, Beneficiaries and joint annuitants who have an interest in the Plan and defraying the reasonable expenses of administering the Plan.

(b) No Reversion of Funds. Except as provided in Section 10(r), no part of the Trust Fund shall revert to any Participating Company nor be used for or diverted to purposes other than the exclusive purposes of providing benefits to Participants, Beneficiaries and joint annuitants who have an interest in the Plan and defraying the reasonable expenses of administering the Plan; provided, however, that upon termination of the Plan, any assets remaining after the allocation described in Section 15(d) may be returned to the appropriate Participating Company if: (i) all liabilities of the Plan to the Participants, Beneficiaries and joint annuitants who have an interest in the Plan have been satisfied; and (ii) such return does not contravene any provision of ERISA or other applicable law.

(c) Full Vesting Upon Termination. Upon termination of the Plan, the right of each Participant to his or her Accrued Benefit shall continue to be 100% vested and nonforfeitable, but such Accrued Benefit shall not be payable except to the extent funded or required to be funded by ERISA. In addition, the benefit of any highly compensated employee (within the meaning of section

414(q) of the Code) shall be limited to a benefit that is nondiscriminatory under section 401(a)(4) of the Code. Upon partial termination of the Plan, the right of each affected Participant to his or her Accrued Benefit shall, to the extent funded or required to be funded by ERISA, continue to be 100% vested and nonforfeitable. Upon termination or partial termination of the Plan, the Trust shall continue until the Trust Fund has been distributed as provided in Section 15(d) below.

(d) Allocation of Trust Fund Upon Termination of the Plan. Upon termination of the Plan, the Trust Fund shall be allocated by the Company on an actuarial basis among Participants, Beneficiaries and joint annuitants pursuant to section 4044 of ERISA. In the case of a partial termination, such allocation shall be limited to the Participants, Beneficiaries and joint annuitants affected by such partial termination.


SECTION 16.	DEFINITIONS.

(a) “ Accrued Benefit ” means:

(i) With respect to a Participant who is eligible for retirement under Section 3, the benefit payable under the Plan as of the first day of the month following his or her Normal Retirement Date, determined under Section 3; and

(ii) With respect to a Participant who is not eligible for retirement under Section 3, the benefit which would be payable under the Plan as of the first day of the month following his or her Normal Retirement Date, determined under Section 5(a) or (b).

(b) “ Actuarially Equivalent ” means determined to be of equal value through the use of actuarial tables and mathematical calculations which reflect the fact that a benefit may be payable over a longer (or shorter) period of time or in a different form. The tables and factors used for this purpose shall be as described in Appendix A.

(c) “ Affiliate ” means any entity (whether corporation, partnership, joint venture or otherwise) a substantial percentage of the equity interest of which is owned by the Company, by one or more Subsidiaries, or by the Company together with one or more Subsidiaries and which has been designated by the Company as an Affiliate for purposes of the Plan. In addition, until and through October 31, 2014, Affiliate includes Agilent and each member of Agilent’s “affiliated group” as defined in the Agilent RP as of August 1, 2014.

(d) “ Affiliated Group ” means the Company, each Subsidiary and each Affiliate.

(e) “ Agilent ” means Agilent Technologies, Inc., a Delaware corporation.

(f) “ Agilent RP ” means the Agilent Technologies Inc. Retirement Plan.

(g) “ Anniversary Year ” means, with respect to any Employee, a period of 12 consecutive months, commencing on his or her Employment Date and each anniversary of such date.

(h) “ Annuity Starting Date ” means the first day of the first period for which an amount is payable as an annuity. If the amount payable is a single lump sum distribution in cash, Annuity Starting Date is the date on which a properly completed claim for such benefit is received pursuant to Section 13.

(i) “ Annuity Value ” means the amount to which a Participant is (or would be) entitled under the Deferred Profit-Sharing Plan, determined under Section 8.

(j) “ Benefit Right ” means a right to receive an annuity, pension or other retirement benefit (whether or not vested and regardless of how or when paid) under any funded plan of deferred compensation (including any retirement plan or program maintained pursuant to the laws of any foreign government) other than this Plan, the Deferred Profit-Sharing Plan or the United States Social Security System; provided, however, that an Employee shall be deemed not to have a Benefit Right with respect to any pension, annuity or other retirement benefit which is attributable to any

period of employment with respect to which a member of the Affiliated Group did not make contributions to the plan pursuant to which such benefit is to be paid and with respect to which such Employee does not have a vested right. The existence of an Employee’s Benefit Right shall be determined by the Plan Administrator at the time any benefit to be paid under this Plan is computed and, subject to the Review Procedure described in Section 14, such determination shall be conclusive and binding upon all persons.

(k) “ Break in Service ” means each 12-consecutive month period during a Period of Severance beginning with his or her Severance from Service Date and ending on each anniversary thereof prior to the Employee’s Reemployment Commencement Date next following such Severance from Service Date which began the Period of Severance, as such terms are defined in Section 16(nnn)(iii)(D).

(l) “ Code ” means the Internal Revenue Code of 1986, as amended from time to time.

(m) “ Company ” means Keysight Technologies, Inc. a Delaware corporation.

(n) “ Covered Compensation ” means, with respect to any Employee, the average of the contribution and benefit bases in effect under section 230 of the Social Security Act for each year in the 35-year period ending with the year in which the Employee attains his or her Social Security Retirement Age.

(o) “ Credited Service ” means, with respect to any Employee, all of the Employee’s Service while he or she is an Eligible Employee, excluding: (i) any such period of Service with respect to which the Employee accrues a Benefit Right; (ii) any such period of Service during which the Employee does not perform duties for a member of the Affiliated Group because of sickness or disability and during which he or she is not eligible for benefits under the Company’s sick leave

policy; and (iii) any period of Service required to be credited under the Family and Medical Leave Act of 1993.

(p) “ Deferred Profit-Sharing Plan ” means the Keysight Technologies, Inc. Deferred Profit-Sharing Plan, as amended from time to time.

(q) “ Deferred Retirement Benefit ” means the benefit payable under Section 3(c) to a Participant whose employment by the Affiliated Group terminates after his or her Normal Retirement Date.

(r) “ Deferred Retirement Date ” means, with respect to any Employee, the last day of the month in which his or her employment by the Affiliated Group terminates after his or her Normal Retirement Date.

(s) “ Distribution Date ” means the date the Company was no longer a member of the Agilent controlled group of corporations (within the meaning of section 1563(a) of the Code).

(t) “ Early Retirement Benefit ” means the benefit provided under Section 3(b) to a Participant whose employment by the Affiliated Group terminates before he or she attains the Normal Retirement Age but on or after the date the Participant has attained age 55 and completed 15 or more Years of Service.

(u) “ Early Retirement Offset Amount ” means the lesser of (i) 50% of the annual benefit that would be payable to the Participant prior to reduction by the Early Retirement Offset Amount, based solely on the Participant’s Highest Average Pay Rate not exceeding the Participant’s Final Average Compensation, or (ii) the Participant’s Final Average Compensation multiplied by the Participant’s Years of Credited Service (not in excess of 30) and by the factor determined under the following table, based on the Participant’s Social Security Retirement Age and the Participant’s age at which benefits commence or age 55, if later:

Social Security Retirement Age 65, 66 and 67



Age at Which Benefits Commence		Factor

65		0.60 (Percent)
64		0.56 (Percent)
63		0.52 (Percent)
62		0.48 (Percent)
61		0.44 (Percent)
60		0.40 (Percent)
59		0.38 (Percent)
58		0.36 (Percent)
57		0.34 (Percent)
56		0.32 (Percent)
55		0.30 (Percent)

*For this purpose, these factors are to be adjusted to reflect completed years and whole months of age.

(v) “ Eligible Employee ” means any Employee of a Participating Company, other than: (i) an Employee whose employment is covered by a collective-bargaining agreement (unless such agreement expressly provides for participation in the Plan); (ii) an Employee who is a nonresident alien with respect to the United States and who derives no earned income from a United States source (unless such Employee has been designated as an Eligible Employee by the Company); (iii) any Employee or group of Employees designated by the Executive Committee of the Board of Directors of the Company as ineligible to participate in the Plan; (iv) any Employee who is a leased employee within the meaning of section 414(n) of the Code and who is providing services to any member of the Affiliated Group; (v) an Employee who is employed on a temporary, short-term basis for a specific period of time or for a specific project including, but not limited to, Internal Temporary Workers (“ITWs”), Interns, and individuals classified as “On-Call,” “On-Contract” or on “Short Term Programs Employment Status”; and (vi) any individual who is not classified by the Company

or any other Participating Company as an Employee (but, for example, is classified as an “independent contractor”) even if such individual is later determined to be an Employee. An Eligible Employee shall be deemed to remain an Eligible Employee throughout any period of military service, if such Employee returns to active employment with a member of the Affiliated Group while his or her reemployment rights are protected by law. An individual’s status as an Eligible Employee shall be determined by the Plan Administrator in its sole discretion and such determination shall be conclusive and binding on all persons.

(w) “ Employee ” means any individual employed by a member of the Affiliated Group as a common-law employee and any individual who is a leased employee within the meaning of section 414(n) of the Code and who is providing services to any member of the Affiliated Group.

(x) “ Employment Date ” means, (i) with respect to any Employee who is not a Former Agilent Employee described in (ii) below, the date on which he or she first completes an Hour of Service, and (ii) with respect to a Former Agilent Employee who became an Employee before incurring a Break in Service, the “employment date” of such individual under the Agilent RP as of the Operational Separation Date or as of his or her Transfer Date, as applicable. In the case of an Employee who is reemployed as an Employee after incurring a Break in Service, “Employment Date” means: (A) with respect to Service before the Break in Service and with respect to the Break in Service, the date determined pursuant to the preceding sentence; and (B) with respect to Service after the Break in Service, the date on which he or she first completes an Hour of Service after reemployment.

(y) “ ERISA ” means the Employee Retirement Income Security Act of 1974, as it may be amended from time to time.

(z) “ Final Average Compensation ” means a Participant’s Pay Rate, not exceeding the contribution and benefit base in effect under section 230 of the Social Security Act, averaged over the last twelve consecutive Quarters or averaged over all of the Participant’s Years of Service, if the Participant has completed fewer than twelve consecutive Quarters; provided, however, in no event shall Final Average Compensation exceed Covered Compensation.

(aa) “ Former Agilent Employee ” means Keysight Group Employee who is entitled to a benefit under the Agilent RP immediately prior to the Operational Separation Date or (ii) any Subsequently Transferred Keysight Employee who is entitled to a benefit under the Agilent RP immediately prior to his or her Transfer Date. Any Former Agilent Employee who transfers employment to Agilent prior to November 1, 2014 shall be considered a Former Agilent Employee up until such transfer date, and not thereafter.

(bb) “ Former HP Employee ” means any individual who, prior to May 1, 2000, was an employee of the Hewlett-Packard “affiliated group” (as defined in the Hewlett-Packard RP). For purposes of Sections 8(a)(ii), 10(j), 10(k)(iii), 10(s), 16(c), 16(z) and 16(mm)(i), Former HP Employee means a Former HP Employee who either (A) was an employee of Agilent on May 1, 2000 (other than a Former HP Employee (I) who was hired by Agilent after April 1, 2000 and prior to May 1, 2000, and (II) who, immediately prior to his or her employment by Agilent in April 2000, was a Former HP Employee identified on the records of Hewlett-Packard or Agilent as an individual associated with the business of Hewlett-Packard at the time the individual last terminated employment with the Hewlett-Packard “affiliated group” (as defined in the Hewlett-Packard RP) prior to his or her employment by Agilent in April 2000), or (B) was not an employee of Agilent on May 1, 2000 but is identified on the records of Hewlett-Packard or Agilent as an individual

associated with the business of Agilent at the time the individual last terminated employment with the Hewlett-Packard “affiliated group” (as defined in the Hewlett-Packard RP) prior to May 1, 2000.

(cc) “ Gross Benefit ” means, with respect to a Participant in the Plan who is a Former HP Employee who has an Accrued Benefit attributable to Years of Credited Service prior to November 1, 1993, the hypothetical Accrued Benefit determined prior to offset for the Participant’s Annuity Value.

(dd) “ Hewlett-Packard ” means Hewlett-Packard Company, a Delaware corporation.

(ee) “ Hewlett-Packard RP ” means the Hewlett-Packard Company Retirement Plan.

(ff) “ Highest Average Pay Rate ” means, with respect to any Employee, the average of his or her Pay Rates for the 20 consecutive Quarters which produces the highest average (or the average of his or her Pay Rates for the number of consecutive Quarters during which he or she had a Pay Rate, if fewer than 20).

In determining consecutive Quarters, each Quarter for which the individual does not have a Pay Rate shall be excluded, and the Quarters preceding and succeeding any such Quarter shall be deemed to be consecutive.

Notwithstanding any other provision of the Plan to the contrary, if the Consumer Price Index has increased at an average annual rate in excess of 9% compounded over the period used to determine an Employee’s Highest Average Pay Rate under the first paragraph of this Section 16(ff), his or her Highest Average Pay Rate shall not exceed the Pay Rate for the first Quarter used to determine his or her Highest Average Pay Rate under the first paragraph of this Section 16(ff), compounded at 9% per year over the period used in the determination of his or her Highest Average Pay Rate. For purposes of this Section 16(ff), “Consumer Price Index” means the Consumer Price

Index for Urban Wage Earners and Clerical Workers, published by the Bureau of Labor Statistics of the United States Department of Labor.

An Employee’s Highest Average Pay Rate shall be determined by the Plan Administrator in its sole discretion and such determination shall be conclusive and binding on all persons.

(gg) “ Hours of Credited Service ” means, with respect to any Employee, each hour which constitutes Credited Service for such Employee under Section 16(o). An Employee’s total Hours of Credited Service in any Anniversary Year shall be determined at the end of such Anniversary Year (or at the time his or her employment by the Affiliated Group terminates, if earlier), and any fraction of an Hour of Credited Service in such total shall be increased to the next higher whole number.

An Employee’s Hours of Credited Service shall be determined by the Plan Administrator on the same basis that is used for determining, and shall be subject to the same limitations that apply to, his or her Hours of Service under Section 16(hh), but with reference only to periods of Credited Service.

(hh) “ Hours of Service ” means, with respect to any Employee, the number of hours determined pursuant to the rules set forth below for any period which constitutes Service for such Employee under Section 16(yy).

With respect to periods prior to January 1, 2002, for Employees who were subject to the overtime pay provisions of the Federal Fair Labor Standards Act, Hours of Service shall be determined by the Plan Administrator on the basis of records of hours worked or paid for or on such other basis as the Plan Administrator may adopt in accordance with regulations issued by the Secretary of Labor.

With respect to periods (i) prior to January 1, 2002, for Employees who were not subject to the overtime pay provisions of the Federal Fair Labor Standards Act; and (ii) after December 31, 2001, for all Employees: Hours of Service shall be determined by the Plan Administrator on a daily, weekly, semi-monthly or monthly basis as follows:

(i) If a daily basis is used, the Employee shall be credited with 10 Hours of Service for each day which includes any period of Service;

(ii) If a weekly basis is used, the Employee shall be credited with 45 Hours of Service for each week which includes any period of Service;

(iii) If a semi-monthly basis is used, the Employee shall be credited with 95 Hours of Service for each semi-monthly period which includes any period of Service; or

(iv) If a monthly basis is used, the Employee shall be credited with 190 Hours of Service for each calendar month which includes any period of Service.

The exact basis for determining the Hours of Service to be credited to any such Employee shall be determined by the Plan Administrator in its sole discretion, but the same basis shall be used for all similarly situated Employees.

Where a particular period, not in excess of 31 days, which is used to determine an Employee’s Hours of Service begins in one Anniversary Year but ends in another, the Employee’s Hours of Service with respect to such period shall be credited to the Anniversary Year in which the period ended.

If a period of time constitutes Service under Section 16(yy) but the Employee does not perform duties for any member of the Affiliated Group during such period, the Employee’s Hours of Service in such period shall be based on his or her regular work schedule immediately prior to such period, if the Employee receives a payment for such period from a member of the Affiliated

Group which is based on units of time or if the Employee does not receive any payment from a member of the Affiliated Group with respect to such period; provided, however, that no more than 501 Hours of Service shall be credited to any Employee for any single continuous period during which he or she does not perform duties for a member of the Affiliated Group because of sickness or disability and during which he or she is not eligible for benefits under the Company’s sick leave policy or does not qualify as an Eligible Employee under Section 16(v). If an Employee is credited with 501 (or fewer) Hours of Service in accordance with the proviso in the preceding sentence, any such Hours of Service shall be credited to the Anniversary Year in which he or she last received direct compensation from a member of the Affiliated Group. If the Employee receives a payment from a member of the Affiliated Group with respect to a period during which he or she does not perform duties for any member of the Affiliated Group which is not based upon units of time, the Employee’s Hours of Service in such period shall be determined pursuant to applicable regulations issued by the Secretary of Labor.

An Employee’s total Hours of Service in any Anniversary Year shall be determined at the end of such Year (or at the time his or her employment by the Affiliated Group terminates, if earlier), and any fraction of an Hour of Service in such total shall be increased to the next higher whole number.

(ii) “ Investment Manager ” means a person who is appointed by the Plan Administrator to direct the investment and reinvestment of all or any part of the Trust Fund pursuant to Section 11(b), whether or not such person is an “investment manager” as such term is defined in section 3(38) of ERISA.

(jj) “ Keysight Group Employee ” means an individual who, as of the Operational Separation Date is, (i) employed by, or on an approved leave of absence from, the Company or any

of its Affiliates (other than Agilent) or (ii) as of the Operational Separation Date is, (A) a former employee of Agilent whose most recent employment with Agilent was in the business of the Company or (B) an individual identified as a former Company employee on the list prepared by Agilent and supplied to the Company.

(kk) “ Normal Retirement Age ” means age 65.

(ll) “ Normal Retirement Benefit ” means the benefit provided under Section 3(a) to a Participant who retires on his or her Normal Retirement Date or whose Service terminates after the Participant has attained the Normal Retirement Age but prior to his or her Normal Retirement Date.

(mm) “ Normal Retirement Date ” means, with respect to any Employee, the last day of the month in which he or she attains the Normal Retirement Age.

(nn) “ Offset Amount ” means the lesser of (i) 50% of the annual benefit that would be payable to the Participant prior to reduction by the Offset Amount, based solely on the Participant’s Highest Average Pay Rate not exceeding the Participant’s Final Average Compensation, or (ii) the Participant’s Final Average Compensation multiplied by the Participant’s Years of Credited Service (not in excess of 30) and by the factor determined under the following table:



Participant’s Social Security Retirement Age		Factor

65		.60 (Percent)
66		.60 (Percent)
67		.60 (Percent)

(oo) “ Operational Separation Date ” means August 1, 2014.

(pp) “ Participant ” means any individual who is accruing benefits under the Plan or who is receiving or entitled to receive benefits under the Plan.

(qq) “ Participating Company ” means the Company and each member of the Affiliated Group which has been designated as a Participating Company by the Company and which has accepted such designation by action of its board of directors.

(rr) “ Pay Rate ” means, with respect to any month:

(i) With respect to an Employee whose compensation is determined on the basis of a monthly pay rate, the monthly rate of pay for such Employee in effect on the last day of his or her active employment during such month, multiplied by 12;

(ii) With respect to an Employee whose compensation is determined on a commission or other sales-related basis, the annualized amount determined with reference to the target established by the Company for such Employee which is in effect on the last day of his or her active employment during such month;

(iii) With respect to an Employee whose compensation is determined on the basis of an hourly rate, rather than a monthly rate or target, the Employee’s hourly rate in effect on the last day of his or her active employment during such month multiplied by 2080;

(iv) With respect to an Employee who is employed by a Participating Company throughout such month and who receives direct compensation from such Company for some but not all of such month, the last rate of direct compensation for such Employee during such month, converted to an annual amount in accordance with the rules described in (ii) through (iv) above for Employees paid on a salaried, commissioned or other sales-related or hourly basis, as appropriate; and

(v) With respect to an Employee who is employed by a Participating Company but who receives no direct compensation from such Company during such month, the last Pay Rate determined for such Employee pursuant to (ii), (iii), (iv) or (v) above, as applicable,

for a month during which he or she received direct compensation from a Participating Company.

(vi) The Pay Rate of an Employee employed on a part-time basis shall be the Pay Rate determined for such Employee pursuant to (ii), (iii), (iv), (v) or (vi) above, as applicable, multiplied by a fraction, the numerator of which is the number of hours such Employee is regularly scheduled to work during a work week, and the denominator of which is 40.

(vii) An Employee’s Pay Rate shall be determined based only on compensation from a Participating Company and an Employee shall not have a Pay Rate for any month during which he or she receives no compensation from a United States payroll.

(viii) With respect to a Former HP Employee the “pay rate” determined for each Quarter ending prior to May 1, 2000 under the Hewlett-Packard RP;

(ix) With respect to a Former Agilent Employee the “pay rate” determined for each Quarter ending prior to November 1, 2009 under the Agilent RP, and for periods after October 31, 2009, the “pay rate” determined for each month ending prior to the Operational Separation Date or Transfer Date, as applicable, under the Agilent RP;

(x) An Employee’s average Pay Rate for any Plan Year (including Plan Years beginning before November 1, 2002) shall exclude any amount in excess of $200,000 (as adjusted for cost-of-living increases in accordance with section 401(a)(17)(b) of the Code). For purposes of this $200,000 indexed limitation, the applicable dollar limit for any Plan Year beginning on or after November 1, 2002, is the indexed amount in effect for the calendar year in which the Plan Year begins. Special rules for applying section 401(a)(17) of the Code to the minimum benefit under Section 10(s) are set forth in Section 10(s) of the Plan.

(xi) An Employee’s Pay Rate shall be determined without regard to any elective deferrals (within the meaning of section 402(g) of the Code) and without regard to any amount which is contributed or deferred by the Company or a Subsidiary at the election of the Participant and which is not includible in the gross income of the Participant by reason of sections 125, 132(f)(4) or 457 of the Code.

(ss) “ Permanent Service Break ” means that an individual who both was not a “participant” in the Agilent RP prior to the Operational Separation Date or Transfer Date, as applicable, and was not at any time a Participant in this Plan, has incurred five or more consecutive Breaks in Service. In determining whether such an individual has incurred a Permanent Service Break, the Anniversary Year in which he or she is reemployed by a member of the Affiliated Group shall be disregarded.

(tt) “ Plan ” means the Keysight Technologies, Inc. Retirement Plan, as it may be amended from time to time.

(uu) “ Plan Year ” means each consecutive 12-month period commencing November 1 and ending October 31; provided, however that the initial Plan Year shall commence on August 1, 2014 and end on October 31, 2014.

(vv) “ Quarter ” means a fiscal quarter ending January 31, April 30, July 31 or October 31.

(ww) “ Required Beginning Date ” means, with respect to a Participant, the latest date by which Plan benefits may commence to the Participant as described below:

(i) With regard to a Participant who is not a five-percent owner, the April 1 that next follows the later of (A) the calendar year in which the Participant attains age 70½, or

(B) the calendar year in which the Participant’s employment by the Affiliated Group terminates; and

(ii) With regard to a Participant who is a five-percent owner, the April 1 that next follows the calendar year in which the Participant attains age 70½.

For purposes of this Section 16(ww), a Participant shall be considered a five-percent owner if the Participant is a five-percent owner determined in accordance with section 416 of the Code but without regard to whether the Plan is top-heavy and taking into account any modifications under section 401(a)(9) of the Code.

(xx) “ Retirement Benefit ” means a Participant’s Normal, Early or Deferred Retirement Benefit, determined under Section 3(a), (b) or (c), as appropriate.

(yy) “ Service ” means, with respect to any Employee:

(i) Any period for which the Employee is directly or indirectly compensated by, or entitled to compensation from, any member of the Affiliated Group (including any period not otherwise counted as Service under this Section 16(yy) for which the Employee is finally awarded, or is finally determined to be entitled to, back pay from any member of the Affiliated Group, regardless of any mitigation of damages);

(ii) Any period during which the Employee is on military leave or on leave pursuant to the Family and Medical Leave Act of 1993, provided that such period shall constitute Service only if the Employee returns to active employment with a member of the Affiliated Group while his or her reemployment rights are protected by law; and

(iii) Any other period which constitutes Service under written rules or procedures adopted from time to time by the Plan Administrator.

If an Employee fails to meet any applicable requirement of Section 16(yy)(ii) or (iii), his or her Service shall be deemed to have terminated as of the date he or she went on military leave, on leave under the Family and Medical Leave Act of 1993, or the date determined under applicable rules adopted by the Plan Administrator, as appropriate.

Notwithstanding the foregoing provisions of this Section 16(yy), an Employee’s Service shall not include any period during which he or she does not perform duties for a member of the Affiliated Group but with respect to which he or she is directly or indirectly compensated by, or entitled to compensation from, a member of the Affiliated Group, if such payment is made or due under a plan maintained solely for the purpose of complying with applicable workers’ compensation, unemployment compensation or disability insurance laws and the Employee is not eligible for benefits under the Company’s sick leave policy during such period or does not qualify as an Eligible Employee under Section 16(v).

Except as may be provided under Section 16(yy)(iii), an Employee’s Service shall terminate when his or her employment by the Affiliated Group is terminated.

(zz) “ Single Sum Value ” means the sum determined under the formula in Section 3(a)(ii) and is payable as of age 65.

(aaa) “ Social Security Retirement Age ” means the age determined with respect to each Participant under the following table:



Date of Participant’s Birth		Age

Before January 1, 1938		65
On or after January 1, 1938 but before January 1, 1955		66
On or after January 1, 1955		67

(bbb) “ Spouse ” means an Employee’s lawful husband or wife, provided the marriage has not been legally terminated. Solely for purposes of the default Beneficiary designation described in Section 7(c), the term “Spouse” shall include domestic partners. For such purpose, a “domestic partner” shall mean an adult of the same or opposite gender of the Participant who is engaged in an ongoing and committed Spouse-like relationship with the Participant as established by the Participant’s confirming with the Keysight Service Center at Fidelity, in accordance with procedures established by the Company, that the Participant and such individual satisfy the Keysight Technologies, Inc. Domestic Partner eligibility requirements, which shall be determined by the Company and communicated to Keysight employees from time to time. An individual shall be considered a domestic partner as of the date the Participant confirms such status as set forth above. The Plan Administrator, in its sole discretion, may also recognize an individual as a domestic partner if, immediately prior to the Operational Separation Date or Transfer Date, as applicable, such individual was a domestic partner as defined in the Agilent RP.

(ccc) “ Standard Interest Rate ” means that term as defined in Treas. Reg. section 1.401(a)(4)-12, or any successor regulation thereto.

(ddd) “ Subsequently Transferred Keysight Employee ” means any individual who is actively employed by, or on a leave of absence from, Agilent who moves to the employ of the Company from Agilent after the Operational Separation Date and prior to the Distribution Date.

(eee) “ Subsidiary ” means any corporation with respect to which the Company, one or more Subsidiaries, or the Company together with one or more Subsidiaries own not less than 80% of the total combined voting power of all classes of stock entitled to vote or not less than 80% of the total value of all shares of all classes of stock. For purposes of Section 9, the phrase “more than

50%” shall be substituted for the phrase “not less than 80%” wherever the latter phrase occurs in the preceding sentence.

(fff) “ Survivor Benefit ” means the benefit provided under Section 7.

(ggg) “ Termination Benefit ” means the benefit provided under Section 5 to a Participant who terminates at a time when he or she is not eligible for a Retirement Benefit.

(hhh) “ Traditional Benefit ” means the benefit determined under the Agilent RP in effect immediately prior to the transfer of liabilities from the Agilent RP to this Plan to the extent transferred on or before November 1, 2014.

(iii) “ Transfer Date ” means the date on which a Subsequently Transferred Keysight Employee moves to the employ of the Company from Agilent.

(jjj) “ Trust ” means the trusts established by the Trust Agreements.

(kkk) “ Trust Agreement ” means that certain master trust agreement relating to the Plan and the Deferred Profit-Sharing Plan, by and between the Company and the Trustee, as it may be (or may have been) amended from time to time, and any successor or additional trust agreement relating to the Plan between the Plan Administrator and the Trustee.

(lll) “ Trustee ” means Mellon Trust of New England, N.A. and any successor or additional trustee or trustees appointed pursuant to the Trust Agreement.

(mmm) “ Trust Fund ” means the fund or funds established for the Plan pursuant to the Trust Agreement, which shall include Funds C and H and such other investment funds as may be established from time to time.

(nnn) “ Year(s) of Credited Service ” means:

(i) With respect to a Former Agilent Employee “years of credited service” credited under the Agilent RP as of October 31, 2009;

(ii) With respect to a Former HP Employee “years of credited service” credited under the Hewlett-Packard RP as of April 30, 2000; and

(A) Aggregation. Unless some or all of an employee’s service may be disregarded pursuant to other rules of this Plan, all discontinuous years and fractional years of Years of Credited Service shall be aggregated in determining the total of an employee’s Years of Credited Service. A period of Years of Credited Service shall be stated in years and months and when aggregating discontinuous periods of less than one (1) year, a Participant shall be credited with 1/12 of a year for each full calendar month and for any other calendar month in which he or she works at least one day.

(B) Service Spanning No. 1. If an employee quits, is discharged or retires from service with the Affiliated Group and performs an Hour of Service within the twelve (12) months following the Severance from Service Date, that Period of Severance shall be deemed to be a period of Years of Credited Service.

(C) Service Spanning No. 2. If an employee has a Severance from Service Date (i.e., severs from service by reason of a quit, a discharge or retirement) during the first twelve (12) months of an absence from service resulting from any reason other than a quit, a discharge, retirement or death,

and then performs an Hour of Service within the twelve (12) months following the date on which the employee was first otherwise absent from service, the Period of Severance shall be deemed to be a period of Years of Credited Service.

(D) Definitions and Special Rules.

(I) Period of Severance. The period of time commencing on the end of the month of an Employee’s Severance from Service Date and ending on the first day of the month in which that Employee next again performs an Hour of Service for the Affiliated Group (without regard to whether such Hour of Service is recognized for other Plan purposes performed in Recognized Employment or otherwise). A Period of Severance shall be stated in years and months.

(II) Reemployment Commencement Date. The date upon which an Employee first performs an Hour of Service for the Affiliated Group following a Period of Severance that is not deemed to be a period of Years of Credited Service (without regard to whether such Hour of Service is performed in Recognized Employment or otherwise).

(III) Severance from Service Date — the earlier of:

a. the date upon which an Employee quits, is discharged or retires from service with the Affiliated Group, or dies; or

b. the date which is the first anniversary of the first day of a period in which an Employee remains continuously absent from

service (with or without pay) with the Affiliated Group for any reason other than a quit, a discharge, retirement or death, such as vacation, holiday, sickness, disability, leave of absence or layoff.

c. Notwithstanding the foregoing, for the limited purpose of determining the length of a Period of Severance, the Severance from Service Date for an Employee shall be advanced during any period of an absence from work due to the pregnancy of the employee, the birth of a child of the Employee, the placement of a child with the Employee in connection with the adoption of such child by the Employee, or for the purpose of caring for such child for a period beginning immediately following such birth or placement. In no event, however, shall the Severance from Service Date be advanced under the foregoing sentence to a date that is later than the last day of the calendar month which is two (2) years after the first of such absence. This adjustment in the Severance from Service Date shall not be made until the Employee furnishes timely information which may be reasonably required by the Plan Administrator to establish that the absence from work is for a reason for which this adjustment will be made.

(IV) When applying the above definitions and special rules with respect to a Former Employee, references to the Company and the Affiliated Group shall mean Agilent and the Agilent affiliated group

(as defined in the Agilent RP) for periods prior to the Operational Separation Date and the Transfer Date, as applicable.

(E) Employment Commencement Date.

(I) For any Former Agilent Employee who was a Participant in the Agilent RP on November 1, 2009, November 1, 2009; otherwise, the date thereafter upon which a Former Agilent Employee first performed one (1) hour of service for the Agilent affiliated group (as defined in the Agilent RP) (without regard to whether such hour of service is recognized for other Agilent RP purposes).

(II) For any Employee, the date upon which the Employee first performs one (1) Hour of Service for the Affiliated Group (without regard to whether such Hour of Service is recognized for other Plan purposes).

(iv) Years of Credited Service shall be disregarded hereunder if the Employee receives or is deemed to have received his or her entire Accrued Benefit or suffers a Permanent Service Break.

(v) Notwithstanding the foregoing, all Years of Credited Service shall be counted for purposes of the 30-year maximum limitation on Years of Credited Service in Sections 3(a) and 3(b), Sections 5(a) and 5(b), and Section 10(s), except that any months during Years of Credited Service determined under Section 16(nnn)(iii) above for which the Participant is treated as not having a Pay Rate under Section 16(rr)(vii) shall not be counted for purposes of determining whether a Participant has reached the 30-year maximum and shall not be

counted for purposes of determining that portion of months during the maximum 30-year period during which the Participant’s benefit accruals under Section 3(a)(ii) was the highest. For any Former Agilent Employee, all “years of credited service” credited under the Agilent RP as of July 31, 2014 or as of the day immediately prior to the Transfer Date, as applicable, also shall be counted for purposes of such 30-year maximum limitation to the extent not already included as Years of Credited Service under this Plan. For any Former HP Employee, all “years of credited service” credited under the Hewlett-Packard RP as of April 30, 2000 also shall be counted for purposes of such 30-year maximum limitation to the extent not already included as Years of Credited Service under this Plan.

(ix) An Employee’s Years of Credited Service shall be determined by the Plan Administrator in its sole discretion and such determination shall be conclusive and binding on all persons.

(ooo) “ Year(s) of Service ” means:

(i) With respect to a Former Agilent Employee, “years of service” credited under the Agilent RP as of October 31, 2009;

(ii) With respect to a Former HP Employee, “years of service” credited under the Hewlett-Packard RP as of April 30, 2000; and

(iii) With respect to any Employee, the period commencing on the employee’s Employment Commencement Date or Reemployment Commencement Date, whichever is applicable, and ending on the next following Severance from Service Date, subject to the same aggregation, service spanning, and definitions and special rules provided for Years of Credited Service in Section 16(nnn)(iii), but applied with respect to Years of Service for employment after October 31, 2009, unless otherwise provided.

(iv) For purposes of Section 2 (Eligibility, Participation and Vesting), Section 3(b) (Early Retirement) and Section 5 (Termination Before Retirement), Years of Service completed before a Permanent Service Break shall be disregarded.

(v) An Employee’s Years of Service shall be determined by the Plan Administrator in its sole discretion and such determination shall be conclusive and binding on all persons.


SECTION 17.	EXECUTION.

To record the amendment and restatement of the Plan to read as set forth herein, the Company has caused its authorized officers to affix the Company’s name and seal hereto this 30th day of July, 2014, effective as of August 1, 2014, unless otherwise stated herein.

KEYSIGHT TECHNOLOGIES, INC.

By: /s/Ingrid Estrada

Ingrid Estrada
Senior Vice President of Human Resources

KEYSIGHT TECHNOLOGIES, INC.

RETIREMENT PLAN

APPENDIX A
ACTUARIAL EQUIVALENCE FOR LUMP SUMS AND
OTHER OPTIONAL PAYMENT FORMS

Actuarial equivalence shall be determined on the basis of the following actuarial assumptions:

(a) Interest Rate. The interest rate described in section 417(e)(3) of the Code for the month of August of the Plan Year preceding the Plan Year in which benefits are paid or commence as prescribed by section 417(e)(3) of the Code and section 1.417(e)-1(d)(4) of the regulations thereunder. Notwithstanding the foregoing, for distributions that are paid or commence on or after November 1, 2008 and before November 1, 2009, the benefit shall not be less than the benefit calculated using the interest rate described in section 417(e)(3) of the Code for the month preceding the date Plan benefits are paid or commence.

(b) Mortality Table. The “applicable mortality table” described in section 417(e)(3) of the Code.

Notwithstanding the foregoing and any other provisions of the Plan to the contrary, the amount payable to the Participant under the Plan on or before his or her Normal Retirement Date shall be at least Actuarially Equivalent to the present value of the single life annuity commencing at the Participant’s Normal Retirement Date using the interest and mortality assumptions set forth in 1. and 2. above. For this purpose, the amount of the single life annuity commencing at the Participant’s Normal Retirement Date shall be determined as follows:

(i) If the Participant is entitled to a Normal Retirement Benefit under Section 3(a), the amount determined by applying Sections 3(a)(i), 3(a)(ii) and 3(a)(iii);

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(ii) If the Participant is entitled to an Early Retirement Benefit under Section 3(b), the amount determined by applying Sections 3(b)(i), 3(b)(ii) and 3(b)(iv) as if the Participant’s benefits were to commence as of his or her Normal Retirement Date;

(iii) If the Participant is entitled to a Termination Benefit under Section 5(a), the amount determined by applying Sections 5(a)(i), 5(a)(ii) and 5(a)(iv) as if the Participant’s benefits were to commence as of his or her Normal Retirement Date; and

(iv) If the Participant is entitled to a Termination Benefit under Section 5(b), the amount determined by applying Sections 5(b)(i), 5(b)(ii) and 5(b)(iii) as if the Participant’s benefits were to commence as of his or her Normal Retirement Date.

Capitalized terms used in this Appendix A that are not defined herein shall have the same meaning as those terms do in the Plan.

KEYSIGHT TECHNOLOGIES, INC.

RETIREMENT PLAN

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APPENDIX B
TOP-HEAVY PROVISIONS

(a) Determination of Top-Heavy Status. Notwithstanding any other provisions of the Plan to the contrary, the following provisions shall become effective for any Plan Year in which the Plan is a “Top-Heavy Plan.” The Plan shall be considered a Top-Heavy Plan for a Plan Year if, as of the Determination Date for such Plan Year, the Top-Heavy Ratio for the Aggregation Group exceeds 60 percent.

(b) Minimum Benefit.

(i) Notwithstanding any other provisions of the Plan to the contrary except (ii) and (iii) below, for any Plan Year in which the Plan is a Top-Heavy Plan, each Participant who is not a Key Employee and who has completed at least 1,000 Hours of Service shall accrue a benefit (to be provided solely by Affiliated Group contributions and expressed as an Individual Life Annuity commencing at the Normal Retirement Date) of not less than two percent of his or her highest average Total Compensation for the five consecutive years for which the Participant had the highest Total Compensation. The minimum accrual shall be determined without regard to any contributions made or benefits available under the Federal Social Security Act or any Offset Amount.

(ii) No additional benefit accruals shall be provided pursuant to (i) above to the extent that the total accruals on behalf of the Participant attributable to Affiliated Group contributions will provide a benefit expressed as an Individual Life Annuity commencing at the Normal Retirement Date that equals or exceeds 20 percent of the Participant’s highest

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average Total Compensation for the five consecutive years for which the Participant had the highest Total Compensation.

(iii) No benefit accruals shall be provided pursuant to (i) above for any Plan Year in which the sum of “Regular Company Contributions” allocated to the Participant under the Keysight Technologies, Inc. 401(k) Plan, plus “Company Contributions” allocated to the Participant under the Keysight Technologies, Inc. Deferred Profit-Sharing Plan, equals or exceeds five percent of the Participant’s Total Compensation.

(i) “ Aggregation Group ” means a group of qualified plans consisting of:

(A) Each plan of the Affiliated Group in which a Key Employee participates and each other plan of the Affiliated Group which enables any plan in which a Key Employee participates to meet the requirements of section 401(a)(4) or 410 of the Code; or

(ii) “ Determination Date ” means the last day of the preceding Plan Year. The valuation date applicable to such Determination Date shall be the most recent valuation date used for purposes of computing Plan costs within the Plan Year ending on the Determination Date.

(iii) “ Key Employee ” means a key employee as defined by section 416(i) of the Code and the regulations thereunder.

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(iv) “ Super Top-Heavy Plan ” means a Top-Heavy Plan for which the Top-Heavy Ratio exceeds 90 percent.

(v) “ Top-Heavy Ratio ” means the top-heavy ratio of the Aggregation Group as computed in accordance with section 416(g) of the Code and the regulations thereunder. For purposes of determining the present value of a Participant’s accrued benefits under the Plan, actuarial assumptions consistent with Appendix A shall apply.

(vi) “ Total Compensation ” means the definition of “Compensation” used in Section 9 for purposes of the limitation on benefits under section 415 of the Code.

Total Compensation shall not exceed $200,000 (as adjusted by the Commissioner of the Internal Revenue Service to reflect increases in the cost-of-living in accordance with section 401(a)(17)(B) of the Code) for a Plan Year, which amount for the Plan Year beginning November 1, 2002 is $200,000.

Capitalized terms used in this Appendix B that are not defined herein shall have the same meaning as those terms do in the Plan.

KEYSIGHT TECHNOLOGIES, INC.

RETIREMENT PLAN

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APPENDIX C
RETIREE HEALTH CARE PROVISIONS


SECTION 1.	ESTABLISHMENT AND PURPOSE.

Appendix C to the Plan was established as of August 1, 2014 as part of the spin-off of the portion of the Agilent RP attributable to certain Former Agilent Employees. Appendix C provides for the funding of certain health care benefits for eligible retired Participants, eligible Totally Disabled Former Employees (“TDFEs”) (as defined in the Keysight Technologies, Inc. Health Plan for Retirees) and such retired Participant’s or TDFE’s eligible Dependents (as defined in the Keysight Technologies, Inc. Health Plan for Retirees) (hereinafter, collectively, “Eligible Recipient(s)”). Appendix C is a part of the Plan and shall be administered in accordance with the provisions thereof, except as expressly provided below.


SECTION 2.	HEALTH CARE BENEFITS.

(a) Benefits Provided. The health care benefits provided to an Eligible Recipient pursuant to this Appendix C (“Health Care Benefits”) shall be (1) those benefits described in the Keysight Technologies, Inc. Health Plan for Retirees and under the Health Maintenance Organizations offered by the Company (collectively referred to herein as the “Health Plan for Retirees”) in which the Eligible Recipient participates, and (2) the monthly subsidy for the payment of premiums for health care benefits described in the Keysight Technologies, Inc. Reimbursement Arrangement Plan (hereinafter, “ARA”) with respect to an Eligible Recipient who is eligible for the ARA. The provisions of such Health Plan for Retirees and ARA (including, without limitation, any exclusions or limitations affecting the benefits described therein) as in effect from time to time are hereby incorporated by reference and made a part of this Appendix C as if fully set forth herein.

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(b) Coordination With Health Plan for Retirees and the ARA. The Company-paid portion of the cost of Health Care Benefits under the Health Plan for Retirees for an Eligible Recipient shall be paid by the Plan under this Appendix C, to the extent that such payment eliminates the Company’s obligation to contribute to the Health Plan for Retirees. The Company’s monthly subsidy for the payment of premiums for health care benefits provided under the ARA for an Eligible Recipient shall be paid by the Plan under this Appendix C, to the extent that such payment eliminates the Company’s obligation under the ARA.

(c) Key Employees. Notwithstanding Section 2(a) above, no Health Care Benefits shall be payable pursuant to this Appendix C on behalf of any otherwise Eligible Recipient who is or was a “key employee” (as defined in section 416(i) of the Code) during a Plan Year or during any preceding Plan Year in which contributions to this Appendix C were made.


SECTION 3.	SEPARATE ACCOUNT.

(a) In General. Appendix C shall be maintained for bookkeeping purposes as a separate account within the Trust pursuant to the Plan, but assets credited to such account may be commingled and invested in common with other assets of the Plan.

(b) Non-diversion. Prior to the satisfaction of all liabilities to provide Health Care Benefits pursuant to this Appendix C, no part of the funds credited to the account described in Section 3(a) may be used for, or diverted to, any purpose other than the purpose of providing such Health Care Benefits and of defraying the reasonable expenses of administering this Appendix C.

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SECTION 4.	FUNDING.

(a) Company Contributions. The Company may contribute to the separate account maintained pursuant to this Appendix C in such amounts and at such time or times as the Company may determine to be necessary to fund the normal and past service Health Care Benefits costs in accordance with any reasonable generally accepted actuarial method. However, with respect to any Plan Year, the normal cost of Health Care Benefits shall not exceed 25% of the sum of the normal cost of Health Care Benefits and the normal cost of retirement benefits under the Plan, both determined after the effective date of this Section. The normal cost of retirement benefits under the Plan shall be determined using the projected unit credit method. Notwithstanding Section 2(a), the Health Care Benefits provided under this Appendix C shall be limited as necessary to meet the limitation of this Section 4.


SECTION 5.	AMENDMENT AND TERMINATION OF APPENDIX C.

(a) Amendment and Termination. The Company reserves the right to amend or terminate this Appendix C at any time, whether or not in conjunction with the termination of the Plan. Termination of the Plan, however, shall automatically terminate this Appendix C. Termination of this Appendix C shall not result in the vesting of any Eligible Recipient’s rights under the Plan or this Appendix C.

(b) Satisfaction of Liabilities. Notwithstanding any contrary provision of the Plan, upon the satisfaction of all liabilities to provide Health Care Benefits to existing Eligible Recipients pursuant to this Appendix C, any funds credited to the separate account maintained pursuant to this Appendix C shall be returned to the Company.

Capitalized terms used in this Appendix C that are not defined herein shall have the same meaning as those terms do in the Plan.

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KEYSIGHT TECHNOLOGIES, INC.

RETIREMENT PLAN

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APPENDIX D
DIRECT TRANSFER PROVISIONS


SECTION 1.	DIRECT TRANSFER OPTION.

Notwithstanding any provision of the Plan to the contrary that would otherwise limit a Distributee’s election under this Appendix D, a Distributee may elect, subject to the conditions and administrative procedures prescribed by the Plan Administrator, to have any portion of an Eligible Rollover Distribution paid directly to an Eligible Retirement Plan specified by the Distributee in a Direct Rollover.


SECTION 2.	DEFINITIONS.

(c) “ Direct Rollover ” means an Eligible Rollover Distribution that is paid by the Plan for the benefit of a Distributee to an Eligible Retirement Plan specified by the Distributee.

(d) “ Distributee ” means an Employee or former Employee. In addition, the former Employee’s surviving spouse and the Employee’s or former Employee’s spouse or former spouse who is the “alternate payee” (as defined in section 414(p) of the Code) under a “qualified domestic relations order,” (as defined in section 414(p) of the Code), are Distributees with regard to the interest of the spouse or former spouse. A Participant’s non-spouse Beneficiary shall also be a Distributee, subject to the limitations set forth in subsection (c), below.

(e) “ Eligible Retirement Plan ” means an individual retirement account described in section 408(a) of the Code, an individual retirement annuity described in section 408(b) of the Code, an annuity plan described in section 403(a) of the Code, an annuity contract described in section 403(b) of the Code, an eligible plan under section 457(b) of the Code which is maintained by a state, political subdivision of a state, or an agency or instrumentality of a state or political subdivision

D-95

of a state and which agrees to separately account for amounts transferred into such plan from this Plan, or a qualified trust described in section 401(a) of the Code, that accepts a Distributee’s Eligible Rollover Distribution. The definition of Eligible Retirement Plan shall also apply in the case of a distribution to a surviving spouse or former spouse who is the alternate payee under a qualified domestic relations order as defined in section 414(p) of the Code. With respect to a Distributee who is a non-spouse Beneficiary, only an individual retirement plan as provided for under section 402(c)(11) of the Code will qualify as an Eligible Retirement Plan.

(f) “ Eligible Rollover Distribution ” (as prescribed in Section 402(f)(2)(A) of the Code) means a distribution of all or any portion of the balance to the credit of a Distributee, excluding: a distribution that is one of a series of substantially equal periodic payments (not less frequently than annually) made for the life (or life expectancy) of the Distributee or the joint lives (or joint life expectancies) of the Distributee and the Distributee’s designated Beneficiary, or for a specified period of ten years or more; a distribution to the extent such distribution is required under Section 401(a)(9) of the Code; the portion of any distribution that is not includable in gross income (determined without regard to the exclusion for net unrealized appreciation with respect to employer securities); a distribution described in Section 1.402(c)-2 Q&A 4 of the Treasury Regulations; and any amount distributed on account of hardship.

Notwithstanding any other provision of the Plan to the contrary, and subject to the provisions of Section 408A(e) of the Code, distributions from this Plan may paid directly to a Roth IRA specified by a Distributee, other than a Distributee who is a non-spouse Beneficiary, in a Direct Rollover.

Capitalized terms used in this Appendix D that are not defined herein shall have the same meaning as those terms do in the Plan.

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KEYSIGHT TECHNOLOGIES, INC.

RETIREMENT PLAN

E-1

APPENDIX E
SPECIAL PROVISIONS APPLICABLE
TO CERTAIN EMPLOYEES
TRANSFERRED TO LUMILEDS


SECTION 1.	DIRECT TRANSFER OPTION.

This Appendix E was established effective May 1, 2000 to set forth special provisions applicable to those Participants listed in Section 3 hereof who terminate employment with the Company or its Affiliates after November 1, 1999 and immediately thereafter become employees of LumiLeds Lighting U.S., LLC (“LumiLeds”), a joint venture between the Company and Koninklijke Philips Electronics N.V. (“Affected Participants”). Appendix E is a part of the Plan and shall be administered in accordance with the provisions thereof, except as expressly provided below.


SECTION 2.	RECOGNITION OF LUMILEDS EARNINGS.

Until the date as of which an Affected Participant receives or commences to receive a benefit distribution from the Plan, such Affected Participant’s benefit under the Plan shall be determined by treating LumiLeds and its affiliates as Affiliates under the Plan solely for purposes of determining such Affected Participant’s Pay Rate and Highest Average Pay Rate under the Plan. Under no circumstances shall an Affected Participant’s service with LumiLeds or its affiliates be recognized for purposes of benefit eligibility or accruing additional benefits under the Plan.


SECTION 3.	SCHEDULE OF ELIGIBLE PARTICIPANTS.

The following is a list of the Participants who are eligible to become Affected Participants if they terminate employment with the Company or its Affiliates after November 1, 1999 and immediately thereafter become employees of LumiLeds:

E-2

Ablao, Teodorico D.

Adebiyi, Debo

Akasaki, David M.

Amaro, Ines

Anatra, Anthony

Andaya, Alfredo

Anderson, Aurora

Anderson, Terry R.

Aparicio, Martha N.

Aquino, Salvacion

Archer, Cassandra

Arden, Amy

Arellano, Priscila

Ashar, Nayan

Ashe, Gina

Asistin, Lolito F.

Aung, Zaw

Ayson, Perlita R.

Bagnas, Perla R.

Baker, Charles

Balassa, Charlotte Owen

Balco, Dean James

Barrozo, Alfredo D.

Bates, Chris

Bation, Jane A.

Batra, Jagdamba

Batuyong, Mariano B.

Bautista, Cristeta S.

Bernal, John

Bernstein, Marvin

Berry, Derrick

Bhat, Jerome C.

Blade, Robert E.

Borres, Leonard B.

Brandner, David A.

Brewer, Gary G.

Brown, Irene Kay

Brown, Richard

Brum, Gilberto F.

Bumgarner, Josie

Burke, Deyon R.

Butler, Robert M.

Byrne, Michael G.

Callahan, Daniel

Camras, Michael

E-3

Cancilla, Pauline D.

Carey, Julian

Carey, Glen

Carey, Julian

Carino, Araceli I.

Carrizales, Dionisio T.

Carroll, Walter E.

Carter-Coman, Carrie

Carveiro, Lorraine

Carver, Lena

Carver, Wade S.

Cassarino, Salvatore J.

Castro, Patricia

Caudillo, Carolyn

Cerbone, Frank

Cerezo, Nida

Cervantes, Maria E.

Chan, Rida

Chau, Nu

Chavez, Eloisa F.

Chen, Ching-Hui

Chen, Eugene

Chen, Joan J.

Cheng, An-Hien

Cheng, Clare

Cheng, Tracy

Chew, Sharon L.

Chiem, Lan

Chin, Helen

Ching-Hui, Chen

Chou, Nora Shu-Wei

Chow, Paul

Christenson, Gina

Chu, Kimberly

Chung, Sook Hi

Cleese, Thomas W.

Cloonan, Michael R.

Coffey, Sharon L.

Collins, William

Comtois, Rosemary

Conway, James W.

Cook, Louis W.

Coyle, William T.

Craford, George

Crooks, Sandra K

E-4

Dadok, Ludek

Daguio, Arnold

Daguio, Rosilyn

Dakwa, Gabe

Dandoy, Ofelia

Davis, Aneta

Davis, Ann C

De Los Reyes, Maria Rosa T.

Derebail, Ramnath

Dhanota, Sushma

Di Leo, Michael P.

Dicarolis, Stephen A.

Do, Loi N.

Doan, Joy T.

Douros, Frances A.

Drake, Garland R.

Dyer, Linda

Edwards, Andrew D.

Ekanayake, Christopher

Elpedes, Cresente S.

Epstein, Howard C.

Fabila, Roberto F.

Faerber, Gerald L.

Faraji, Roya

Felix, Virginia C.

Felmoca, Nora

Fernandes, Rosemary R.

Fernandez, Susana

Flaris, Renato C.

Fletcher, Robert M.

Flores, Sandra

Fong, Linda

Ford, Mike J

Fortuno, Jaime

Fraser, Freda F.

Fugatt, Arlana G.

Fuller, Regan

Gach, John

Gao, Hui Y.

Garcia, Aurelia

Garcia, Rigoberto

Gardner, Nathan

Gaston, Mark M.

Ginn, Daniel L.

Givens, Kasandra

E-5

Goetz, Werner

Gomez, Barbara

Gomez, Dennis A.

Gonzales, Al

Goodman, Patrick

Goodson, Glenn W.

Goyette, Diane

Grillot, Patrick

Griswold, Karen

Gumaer, Robert

Ha, Julie

Hamaguchi, Norihito

Hamilton, Kathleen

Harrah, Shane

Hasnain, Ghulam

Hatem, Aida T.

Hodapp, Mark W.

Hofer, Adele

Hofler, Gloria E.

Holcomb, Mari

Holt, Michael C.

Hone, Felix

Huang, Jen-Wu

Hudson, Leland R.

Hueschen, Mark R.

Huynh, Tran

Imler, William R.

Imsdahl, Richard A.

Inman, Mary

Jasseh, Modu

Ji, Chen

Johnson, Eric R.

Jones, Carolyn F.

Kalata, Steven

Karris, Vanessa

Kavanaugh, Larry P.

Kern, Richard S.

Khare, Reena

Kim, Kwang K.

Kocot, Christopher

Krames, Michael R.

Kreger, Jerry

Kruetzfeldt, Dawn

Kwan, Bik-Ying

Ladd, Darlena

E-6

Laing, Nathan

Lam, Michael

Lam, Thuy

Lamay, Mac

Lan, Chun Rong

Laurinovics, Lars

Lavarias, Paulina T.

Lavin, Colby

Law, Raymond

Laxamana, Raymond L.

Laxamana, Romeo

Laynes, Natividad L.

Leatherwood, Glenda J.

Ledesma, Anthony

Lee, Kathi J.

Lee, Shiu-Wee

Legassey, Ann M.

Leong, Ryan T.

Leong, Yet

Lester, Steven D.

Leung, Elaine Lai-Yee

Lewis, Barry B.

Lewis, Keenan

Lim, Candy

Lin, Chaik Lep

Liu, Leslie M.

Loeffler, James D.

Loh, Ban Poh

Long, Marsha F.

Lopez, Guadalupe

Lopez, Job

Lotz, Ryan M.

Lowe, Ted P.

Lowery, Chris H.

Lu, Zhenghao

Lucero, Delia P.

Ludowise, Michael

Lui, Priscilla

Maming, Tom T.

Mangisel, Ellenora B

Mann, Richard

Maranowski, Michelle M

Maranowski, Steven A

Marques, Anthony

Marquez, Rosa

E-7

Martin, Paul S

Martinez, Ricardo

Martinez-Ruffing, Veronica

Mason, Sharon L

Massey-Martinez, Rosalie

Matheson, Emma B.

Matsuoka, Bert

Maung, Kevin M.

Maung, Tin

Mazurek, Stephen M.

McColloch, Laurence R.

McLeod, Cheryl

Medina, Eleanor A.

Medinas, Jeanette A.

Melanson, Robert H.

Mendoza, Mike H.

Mertz, Francoise F.

Meszaros, Angela

Mo, Linda

Moh, Lynn C.

Moh, Shin C.

Montalvo, Katherine J.

Montoya, Joe A.

Montoya, Maria De Jesus

Mueller, Gerd

Mueller-Mach, Regina B.

Mulvey, David E.

Munshi, Adil

Needels, Mina

Nelson, Richard J.

Nguyen, Hai N.

Nguyen, Hung

Nguyen, Huong

Nguyen, Jenny Trinh

Nguyen, Tam Van

Nguyen, The

Nguyen, Theresa H.

Nielson, Robin E.

Nishinaka, Elvin T.

Nolan, Scott S.

Nothwang, Brian

Oo, Michael

Orozco, Imelda

Oseguera Sr., Froylan

Osentowski, Timothy D.

E-8

O’Shea, James

Ozawa, Lee R.

Paat, Sergio A.

Pacho, Emilia B.

Paolini, Steve

Park, Kwang G.

Patterakis, Dimokratia

Peanasky, Michael J.

Penales, Amor B.

Peralta, Sagramor O.

Perry, Michael

Peterson, John Ross

Pickering, William

Piramoon, Mary Jo

Pocius, Douglas W.

Polo, John A.

Ponce, Juan M.

Posselt, Jason L.

Pugh, Mark

Quach, Preston

Rafanan, Delia C.

Raggio, Jeffrey J.

Rajkomar, Pradeep

Ramones, Albert B.

Ratica, Kenneth

Ravuri, R. K.

Refuerzo, Adelina

Rendon, Gloria D.

Reyes, Agnes V.

Reynolds, David

Riggle, David A.

Rin, Agapito E.

Rin, Rizalde E.

Robles, Maximo

Rodriguez, Carlos M.

Rodriguez, Steven A.

Rogers, Jeffrey T.

Rondez, Edwin

Rualizo, Antonio

Rudaz, Serge

Ruh, Richard

Sabharwal, Reena

Sandoval, Pamela C.

Sanford, Thomas

Sasser, Gary D.

E-9

Scarangello, John M

Schine, Frank

Schneider Jr, Richard P.

Schoeppler, Martin

Scifres, John D.

Sebagadis, Getache W.

Seymour, Andrea M.

Shao, Cher

Shen, Yu Chen

Shirley, Samuel

Sihra, Sarbjeet

Silkwood, Douglas S.

Singh, Manjit

Sittinger, David G.

Slater, Matthew

Smith, Irene J.

Snyder, Tanya J.

Snyder, Wayne

Sokil, Herbert P.

Song, Soon Sil

Soria, Manuel V.

Spence, Steven E.

Stafford, Lloyd R.

Steigerwald, Daniel A.

Steranka, Frank

Stewart, James W.

Stockman, Stephen A.

Strickland, George L.

Suai, Won

Suarez, Josephine L.

Swoboda, Mark C.

Taber, Robert

Tabion, Florentina

Takeuchi, Tetsuya

Tam, Alice

Tan, Benito

Tan, Nicky K.

Teixeira, Fernando

Terrado, Carlito

Thanh, Kimchi Thi

Thomas, Kyle J.

Thompson, James T.

Thomson, Henny

Toledo, Cesar

Ton, Tina

E-10

Topete, Maria Luisa

Tran, Cuc

Tran, Lang Q.

Tran, Phuoc

Trottier, Troy

Tu, Ngoc

Tumangan, Victorey C.

Twist, Rosemary

Tyler, Timothy G.

Valenti, Joseph

Vanderwater, David A.

Vanpatten, Gloria J.

Vigil, Anna M.

Villanueva, Vivian A.

Virgil, Bryan

Vlahov, Cynthia S.

Vu, Nhi

Walker, James M.

Wallace, Kimberly M.

Wang, Eunice

Weeks, Gene

Wei, Chia Li

Wellman, Ryan

West, Scott

Wierer, Jonathan J.

Willett, David W.

Williams, Mae

Williams, Thomas Wallbank

Wilson, Debra

Wong, Elly M

Wong, Tin Fu

Wood, Junelle L.

Woolverton, Douglas P.

Wright, Carrie

Wu, Helena

Wu, Susan

Wynne, Dawnelle

Yang, Martha C.

Yates, Mark A

Young, Alvin B. Y.

Young, Lorraine A.

Young, Troy

Yu, Jiann

Zapien, Loretta

Zmak, Frank Joe

E-11

Zuegel, Lisa

Zuras, Joy D.

E-12

KEYSIGHT TECHNOLOGIES, INC.

RETIREMENT PLAN

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APPENDIX F
MODEL AMENDMENT RELATING TO SECTION 436 BENEFIT LIMITATIONS

This model amendment is adopted in accordance with Internal Revenue Service Notice 2011-96 to satisfy benefit limitations required under Section 436 of the Code as follows:


SECTION 1.	LIMITATIONS APPLICABLE IF THE PLAN’S ADJUSTED FUNDING TARGET ATTAINMENT PERCENTAGE IS LESS THAN 80 PERCENT, BUT NOT LESS THAN 60 PERCENT.

Notwithstanding any other provisions of the Plan, if the Plan’s adjusted funding target attainment percentage for a Plan Year is less than 80 percent (or would be less than 80 percent to the extent described in Section 1(b) below) but is not less than 60 percent, then the limitations set forth in this Section 1 apply.

(b) 50 Percent Limitation on Single Sum Payments, Other Accelerated Forms of Distribution, and Other Prohibited Payments . A Participant or Beneficiary is not permitted to elect, and the Plan shall not pay, a single sum payment or other optional form of benefit that includes a prohibited payment with an annuity starting date on or after the applicable section 436 measurement date, and the Plan shall not make any payment for the purchase of an irrevocable commitment from an insurer to pay benefits or any other payment or transfer that is a prohibited payment, unless the present value of the portion of the benefit that is being paid in a prohibited payment does not exceed the lesser of:

(i) 50 percent of the present value of the benefit payable in the optional form of benefit that includes the prohibited payment; or

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(ii) 100 percent of the PBGC maximum benefit guarantee amount (as defined in Section 1.436-1(d)(3)(iii)(C) of the Treasury Regulations).

The limitation set forth in this Section 1 (a) does not apply to any payment of a benefit which under § 411(a)(11) of the Code may be immediately distributed without the consent of the participant. If an optional form of benefit that is otherwise available under the terms of the Plan is not available to a Participant or Beneficiary as of the annuity starting date because of the application of the requirements of this Section 1(a), the Participant or Beneficiary is permitted to elect to bifurcate the benefit into unrestricted and restricted portions (as described in Section 1.436-1(d)(3)(iii)(D) of the Treasury Regulations). The Participant or Beneficiary may also elect any other optional form of benefit otherwise available under the plan at that annuity starting date that would satisfy the 50 percent/PBGC maximum benefit guarantee amount limitation described in this Section 1(a), or may elect to defer the benefit in accordance with any general right to defer commencement of benefits under the Plan.

(c) Plan Amendments Increasing Liability for Benefits . No amendment to the Plan that has the effect of increasing liabilities of the Plan by reason of increases in benefits, establishment of new benefits, changing the rate of benefit accrual, or changing the rate at which benefits become nonforfeitable shall take effect in a Plan Year if the adjusted funding target attainment percentage for the Plan Year is:

(i) Less than 80 percent; or

(ii) 80 percent or more, but would be less than 80 percent if the benefits attributable to the amendment were taken into account in determining the adjusted funding target attainment percentage.

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The limitation set forth in this Section 1(b) does not apply to any amendment to the Plan that provides a benefit increase under a Plan formula that is not based on compensation, provided that the rate of such increase does not exceed the contemporaneous rate of increase in the average wages of Participants covered by the amendment.


SECTION 2.	LIMITATIONS APPLICABLE IF THE PLAN’S ADJUSTED FUNDING TARGET ATTAINMENT PERCENTAGE IS LESS THAN 60 PERCENT.

Notwithstanding any other provisions of the Plan, if the Plan’s adjusted funding target attainment percentage for a Plan Year is less than 60 percent (or would be less than 60 percent to the extent described in Section 2(b) below), then the limitations in this Section 2 apply.

(c) Single Sums, Other Accelerated Forms of Distribution, and Other Prohibited Payments Not Permitted . A Participant or Beneficiary is not permitted to elect, and the Plan shall not pay, a single sum payment or other optional form of benefit that includes a prohibited payment with an annuity starting date on or after the applicable section 436 measurement date, and the Plan shall not make any payment for the purchase of an irrevocable commitment from an insurer to pay benefits or any other payment or transfer that is a prohibited payment. The limitation set forth in this Section 2(a) does not apply to any payment of a benefit which under Section 411(a)(11) of the Code may be immediately distributed without the consent of the Participant.

(d) Shutdown Benefits and Other Unpredictable Contingent Event Benefits Not Permitted to Be Paid . An unpredictable contingent event benefit with respect to an unpredictable contingent event occurring during a Plan Year shall not be paid if the adjusted funding target attainment percentage for the Plan Year is:

(i) Less than 60 percent; or

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(ii) 60 percent or more, but would be less than 60 percent if the adjusted funding target attainment percentage were redetermined applying an actuarial assumption that the likelihood of occurrence of the unpredictable contingent event during the Plan Year is 100 percent.

(e) Benefit Accruals Frozen . Benefit accruals under the Plan shall cease as of the applicable section 436 measurement date. In addition, if the Plan is required to cease benefit accruals under this Section 2(c), then the Plan is not permitted to be amended in a manner that would increase the liabilities of the Plan by reason of an increase in benefits or establishment of new benefits.


SECTION 3.	LIMITATIONS APPLICABLE IF THE PLAN SPONSOR IS IN BANKRUPTCY.

Notwithstanding any other provisions of the Plan, a Participant or Beneficiary is not permitted to elect, and the Plan shall not pay, a single sum payment or other optional form of benefit that includes a prohibited payment with an annuity starting date that occurs during any period in which the Plan sponsor is a debtor in a case under title 11, United States Code, or similar Federal or State law, except for payments made within a Plan Year with an annuity starting date that occurs on or after the date on which the plan’s enrolled actuary certifies that the Plan’s adjusted funding target attainment percentage for that Plan Year is not less than 100 percent. In addition, during such period in which the plan sponsor is a debtor, the Plan shall not make any payment for the purchase of an irrevocable commitment from an insurer to pay benefits or any other payment or transfer that is a prohibited payment, except for payments that occur on a date within a Plan Year that is on or after the date on which the Plan’s enrolled actuary certifies that the Plan’s adjusted funding target attainment percentage for that Plan Year is not less than 100 percent. The limitation set forth in this

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Section 3 does not apply to any payment of a benefit which under Section 411(a)(11) of the Code may be immediately distributed without the consent of the Participant.


SECTION 4.	PROVISIONS APPLICABLE AFTER LIMITATIONS CEASE TO APPLY.

(a) Resumption of Prohibited Payments . If a limitation on prohibited payments under Section 1(a), Section 2(a), or Section 3 applied to the Plan as of a section 436 measurement date, but that limit no longer applies to the Plan as of a later section 436 measurement date, then that limitation does not apply to benefits with annuity starting dates that are on or after that later section 436 measurement date.

(b) Resumption of Benefit Accruals . If a limitation on benefit accruals under Section 2(c) applied to the Plan as of a section 436 measurement date, but that limitation no longer applies to the Plan as of a later section 436 measurement date, then benefit accruals shall resume prospectively and that limitation does not apply to benefit accruals that are based on service on or after that later section 436 measurement date, except as otherwise provided under the Plan. The Plan shall comply with the rules relating to partial years of participation and the prohibition on double proration under Department of Labor regulation 29 CFR Section 2530.204-2(c) and (d).

(c) Shutdown and Other Unpredictable Contingent Event Benefits . If an unpredictable contingent event benefit with respect to an unpredictable contingent event that occurs during the Plan Year is not permitted to be paid after the occurrence of the event because of the limitation of Section 2(b), but is permitted to be paid later in the same Plan Year (as a result of additional contributions or pursuant to the enrolled actuary’s certification of the adjusted funding target attainment percentage for the Plan year that meets the requirements of Section 1.436-1(g)(5)(ii)(B) of the Treasury Regulations), then that unpredictable contingent event benefit shall be paid,

F-6

retroactive to the period that benefit would have been payable under the terms of the Plan (determined without regard to Section 2(b)). If the unpredictable contingent event benefit does not become payable during the Plan Year in accordance with the preceding sentence, then the Plan is treated as if it does not provide for that benefit.

(d) Treatment of Plan Amendments That Do Not Take Effect . If a Plan amendment does not take effect as of the effective date of the amendment because of the limitation of Section 1(b) or Section 2(c), but is permitted to take effect later in the same Plan Year (as a result of additional contributions or pursuant to the enrolled actuary’s certification of the adjusted funding target attainment percentage for the Plan Year that meets the requirements of Section 1.436-1(g)(5)(ii)(C) of the Treasury Regulations), then the Plan amendment must automatically take effect as of the first day of the Plan Year (or, if later, the original effective date of the amendment). If the Plan amendment cannot take effect during the same Plan Year, then it shall be treated as if it were never adopted, unless the Plan amendment provides otherwise.


SECTION 5.	NOTICE REQUIREMENT.

See section 101(j) of ERISA for rules requiring the plan administrator of a single employer defined benefit pension plan to provide a written notice to participants and beneficiaries within 30 days after certain specified dates if the plan has become subject to a limitation described in Section 1(a), Section 2, or Section 3.

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SECTION 6.	METHODS TO AVOID OR TERMINATE BENEFIT LIMITATIONS.

See Section 436(b)(2), (c)(2), (e)(2), and (f) of the Code and Section 1.436-1(f) of the Treasury Regulations for rules relating to employer contributions and other methods to avoid or terminate the application of the limitations set forth in Sections 1 through 3 for a plan year. In general, the methods a plan sponsor may use to avoid or terminate one or more of the benefit limitations under Sections 1 through 3 for a plan year include employer contributions and elections to increase the amount of plan assets which are taken into account in determining the adjusted funding target attainment percentage, making an employer contribution that is specifically designated as a current year contribution that is made to avoid or terminate application of certain of the benefit limitations, or providing security to the plan.


SECTION 7.	SPECIAL RULES.

(a) Rules of Operation for Periods Prior to and After Certification of Plan‘s Adjusted Funding Target Attainment Percentage .

(i) In General . Section 436(h) of the Code and Section 1.436-1(h) of the Treasury Regulations set forth a series of presumptions that apply (1) before the Plan’s enrolled actuary issues a certification of the Plan’s adjusted funding target attainment percentage for the Plan Year and (2) if the Plan’s enrolled actuary does not issue a certification of the Plan’s adjusted funding target attainment percentage for the Plan Year before the first day of the 10th month of the Plan Year (or if the Plan’s enrolled actuary issues a range certification for the Plan Year pursuant to Section 1.436-1(h)(4)(ii) of the Treasury Regulations but does not issue a certification of the specific adjusted funding target attainment percentage for the Plan by the last day of the Plan Year). For any period during which a presumption under Section

F-8

436(h) of the Code and Section 1.436-1(h) of the Treasury Regulations applies to the Plan, the limitations under Sections 1 through 3 are applied to the Plan as if the adjusted funding target attainment percentage for the Plan Year were the presumed adjusted funding target attainment percentage determined under the rules of Section 436(h) of the Code and Section 1.436-1(h)(1), (2), or (3) of the Treasury Regulations. These presumptions are set forth in Section 7(a)(ii) though (iv).

(ii) Presumption of Continued Underfunding Beginning First Day of Plan Year . If a limitation under Section 1, 2, or 3 applied to the Plan on the last day of the preceding Plan Year, then, commencing on the first day of the current Plan Year and continuing until the Plan’s enrolled actuary issues a certification of the adjusted funding target attainment percentage for the Plan for the current Plan Year, or, if earlier, the date Section 7(a)(iii) or Section 7(a)(iv) applies to the Plan:

(1) The adjusted funding target attainment percentage of the Plan for the current Plan Year is presumed to be the adjusted funding target attainment percentage in effect on the last day of the preceding Plan Year; and date.

(2) The first day of the current Plan Year is a section 436 measurement.

(iii) Presumption of Underfunding Beginning First Day of 4th Month . If the Plan’s enrolled actuary has not issued a certification of the adjusted funding target attainment percentage for the Plan Year before the first day of the 4th month of the Plan Year and the Plan’s adjusted funding target attainment percentage for the preceding Plan Year was either at least 60 percent but less than 70 percent or at least 80 percent but less than 90 percent, or is described in Section 1.436-1(h)(2)(ii) of the Treasury Regulations, then, commencing on the first day of the 4th month of the current Plan Year and continuing until the Plan’s enrolled

F-9

actuary issues a certification of the adjusted funding target attainment percentage for the Plan for the current Plan Year, or, if earlier, the date Section 7(a)(iv) applies to the Plan:

(1) The adjusted funding target attainment percentage of the Plan for the current Plan Year is presumed to be the Plan’s adjusted funding target attainment percentage for the preceding Plan Year reduced by 10 percentage points; and

(2) The first day of the 4th month of the current Plan Year is a section 436 measurement date.

(iv) Presumption of Underfunding On and After First Day of 10th Month . If the Plan’s enrolled actuary has not issued a certification of the adjusted funding target attainment percentage for the Plan Year before the first day of the 10th month of the Plan Year (or if the Plan’s enrolled actuary has issued a range certification for the Plan Year pursuant to Section 1.436-1(h)(4)(ii) of the Treasury Regulations but has not issued a certification of the specific adjusted funding target attainment percentage for the Plan by the last day of the Plan Year), then, commencing on the first day of the 10th month of the current Plan Year and continuing through the end of the Plan Year:

(1) The adjusted funding target attainment percentage of the Plan for the current Plan Year is presumed to be less than 60 percent; and

(2) The first day of the 10th month of the current Plan Year is a section 436 measurement date.

(b) New Plans, Plan Termination, Certain Frozen Plans, and Other Special Rules .

(i) First 5 Plan Years . The limitations in Section 1(b), Section 2(b), and Section 2(c) do not apply to a new plan for the first 5 plan years of the plan, determined under the rules of Section 436(i) of the Code and Section 1.436-1(a)(3)(i) of the Treasury Regulations.

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(ii) Plan Termination . The limitations on prohibited payments in Section 1(a), Section 2(a), and Section 3 do not apply to prohibited payments that are made to carry out the termination of the Plan in accordance with applicable law. Any other limitations under this section of the Plan do not cease to apply as a result of termination of the Plan.

(iii) Exception to Limitations on Prohibited Payments Under Certain Frozen Plans . The limitations on prohibited payments set forth in Sections 1(a), 2(a), and 3 do not apply for a Plan Year if the terms of the Plan, as in effect for the period beginning on September 1, 2005, and continuing through the end of the Plan Year, provide for no benefit accruals with respect to any participants. This Section 7(b)(iii) shall cease to apply as of the date any benefits accrue under the Plan or the date on which a Plan amendment that increases benefits takes effect.

(iv) Special Rules Relating to Unpredictable Contingent Event Benefits and Plan Amendments Increasing Benefit Liability . During any period in which none of the presumptions under Section 7(a) apply to the Plan and the Plan’s enrolled actuary has not yet issued a certification of the Plan’s adjusted funding target attainment percentage for the Plan Year, the limitations under Section 1(b) and Section 2(b) shall be based on the inclusive presumed adjusted funding target attainment percentage for the Plan, calculated in accordance with the rules of Section 1.436-1(g)(2)(iii) of the Treasury Regulations.

(i) Payments Under Social Security Leveling Options . For purposes of determining whether the limitations under Section 1(a) or 2(a) apply to payments under a social security leveling option, within the meaning of Section 436(j)(3)(C)(i) of the Code, the adjusted funding target attainment percentage for a Plan Year shall be determined in

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accordance with the “Special Rule for Certain Years” under Section 436(j)(3) of the Code and any Treasury Regulations or other published guidance thereunder issued by the Internal Revenue Service.

(ii) Limitation on Benefit Accruals . For purposes of determining whether the accrual limitation under Section 2(c) applies to the Plan, the adjusted funding target attainment percentage for a Plan Year shall be determined in accordance with the “Special Rule for Certain Years” under Section 436(j)(3) of the Code (except as provided under section 203(b) of the Preservation of Access to Care for Medicare Beneficiaries and Pension Relief Act of 2010, if applicable).

(d) Interpretation of Provisions . The limitations imposed by this section of the Plan shall be interpreted and administered in accordance with Section 436 of the Internal Revenue Code and Section 1.436-1 of the Treasury Regulations.


SECTION 8.	DEFINITIONS.

The definitions in the following Treasury Regulations apply for purposes of Sections 1 through 7: Section 1.436-1(j)(1) defining adjusted funding target attainment percentage; Section 1.436-1(j)(2) defining annuity starting date; Section 1.436-1(j)(6) defining prohibited payment; Section 1.436-1(j)(8) defining section 436 measurement date; and Section 1.436-1(j)(9) defining an unpredictable contingent event and an unpredictable contingent event benefit.


SECTION 9.	EFFECTIVE DATE.

The rules in Sections 1 through 8 are effective for Plan Years beginning after December 31, 2007.

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FIRST AMENDMENT

TO THE

KEYSIGHT TECHNOLOGIES, INC. 401(k) PLAN

WHEREAS, Keysight Technologies, Inc. (the “Company”) maintains the Keysight Technologies, Inc. 401(k) Plan (Effective as of August 1, 2014) (the “401(k) Plan”) for the benefit of its employees and certain individuals who are employees of a “Participating Company” (as defined in the Retirement Plan); and

WHEREAS, pursuant to Section 18(a) of the 401(k) Plan, the Company, its Senior Vice President of Human Resources and its General Counsel each have the authority to amend the 401(k) Plan; and

WHEREAS, the Company desires to amend the 401(k) Plan to adopt a new automatic enrollment formula and new matching formula applicable to employees who are hired by the Company or a Participating Company on or following August 1, 2015 and also applicable to certain rehired employees (other than rehired employees who are eligible to participate in the Keysight Technologies, Inc. Retirement Plan); and

WHEREAS, the Company also desires to amend the 401(k) Plan to provide for discretionary employer contributions of up to 2% of employee covered compensation of certain participants under the 401(k) Plan, subject to applicable limits under the Internal Revenue Code of 1986, as amended.

NOW, THEREFORE, effective August 1, 2015, the Company adopts this First Amendment to the Keysight Technologies, Inc. 401(k) Plan (the “First Amendment”), as follows:

1. Section 2 of the 401(k) Plan is amended by adding and/or amending the following definitions, as applicable: “Participant” in subsection (w) thereof; “Legacy Participant” in new subsection (ppp) thereof; “Post-Transition Participant” in new subsection (qqq) thereof; and “Discretionary Company Contributions” in new subsection (rrr) thereof, each of which amended definition reads in its entirety as follows:

“(w) “Participant” means any individual who is accruing benefits under the Plan or who is receiving or entitled to receive benefits under the Plan as either a Legacy

Participant or a Post-Transition Participant. “Participant” shall also include an alternate payee for whom a separate account is established, but shall not include a Beneficiary.”

“(pp) “Legacy Participant” means a Participant other than a Post-Transition Participant (it being understood that no Participant may be both a Legacy Participant and a Post-Transition Participant for any purposes under the Plan).”

“(qq) “Post-Transition Participant” means (i) a Participant whose first employment with a Participating Company commences on or after August 1, 2015, or (ii) a Participant who is rehired by a Participating Company on or after August 1, 2015 and who is not eligible to participate in the Keysight Technologies, Inc. Retirement Plan.”

“(rr) “Discretionary Company Contributions” means amounts contributed to the Plan by the Participating Companies on behalf of Post-Transition Employees.

2. Section 4(a)(ii) of the 401(k) Plan is amended to read in its entirety as follows:

“(ii) Upon initially becoming an Eligible Employee, a Participant (including a Former Agilent Participant who is not an Employee on the Operational Separation Date or Transfer Date, as applicable) shall be deemed to elect to make pre-tax Deferred Contributions at the rate of three percent (3%) of the Participant’s subsequently earned Covered Compensation if the Participant is a Legacy Participant, or at the rate of four percent (4%) if the Participant is a Post-Transition Participant (and, as the case may be, have those Deferred Contributions invested in a Fund designated by the Plan Administrator, until an alternative investment election is received) effective on the first day on which such Participant commences participation in the Plan, by failing to make an election in the manner prescribed by the Plan Administrator; or”

3. Section 5 of the 401(k) Plan is amended to read in its entirety as follows:


SECTION 5.	REGULAR COMPANY CONTRIBUTIONS AND DISCRETIONARY COMPANY CONTRIBUTIONS.

“(a) Amount of Regular Company Contributions . The Participating Companies shall make Regular Company Contributions to the Plan for each payroll period in an amount equal to the sum of the following:

(i)(A) one hundred percent (100%) of the Deferred Contributions of each Legacy Participant made to the Plan up to the first three percent (3%) of Covered Compensation

deferred during such payroll period, plus (B) fifty percent (50%) of the Deferred Contributions of each Legacy Participant made to the Plan for the next two percent (2%) of Covered Compensation deferred during such payroll period; and

(ii)(B) one hundred percent (100%) of the Deferred Contributions of each Post-Transition Participant made to the Plan up to the first four percent (4%) of Covered Compensation deferred during such payroll period, plus (B) fifty percent (50%) of the Deferred Contributions of each Post-Transition Participant made to the Plan for the next four percent (4%) of Covered Compensation deferred during such payroll period.

(b) Amount of Discretionary Company Contributions . The Participating Companies may make Discretionary Company Contributions to be allocated to Post-Transition Participants in accordance with this Section 5(b) for each payroll period, calendar quarter, Plan Year, or for such other period of time, as determined by Participating Companies at the time the Participating Companies decide to make such Discretionary Contributions. Such Discretionary Company Contributions, if made by the Participating Companies, shall be in an amount not to exceed two percent (2%) of Covered Compensation of Post-Transition Participants who are Employees as of the date on which such Discretionary Company Contributions are made.

(c) Allocation of Regular and Discretionary Company Contributions . The Regular Company Contributions for each payroll period shall be allocated among the Regular Company Contribution Accounts of all Participants who made Deferred Contributions for such payroll period in a manner that is consistent with the matching rate established in Section 5(a). The Discretionary Company Contributions, if any, shall be allocated among the Discretionary Contribution Accounts of all Post-Transition Participants who are Employees as of the date on which such Discretionary Company Contributions are made.

(d) Time and Form of Regular Company Contributions . All Regular Company Contributions and Discretionary Company Contributions shall be made in cash and paid to the Trustee and invested pursuant to Section 8 as soon as reasonably practicable (i) following each Payday in the case of Regular Company Contributions, and (ii) following the relevant period for which the contributions are made in the case of Discretionary Company Contributions.

(e) Compliance with Other Contribution Limitations . Notwithstanding the foregoing provisions of this Section 5, the Plan shall be administered in accordance with Section 6 and Appendix B. The Plan Administrator may distribute to any Participant the

Regular Company Contributions, if any, made on his or her behalf that are determined to be “Excess Aggregate Contributions” (as defined in Section 1 of Appendix B) and any income or losses attributable thereto in the manner set forth in Section 3 of Appendix B.”

4. In contemplation of potential Discretionary Company Contributions to be made by the Participating Companies under the Plan, and to account for any such contributions that are made under the Plan, the following conforming amendments are made throughout the Plan:


A.	The first sentence of the last paragraph of Section 3(b) is amended by adding the words “or Discretionary Company Contributions” after the words “allocation of Regular Company Contributions” therein.


B.	The first sentence, second sentence and last sentence of Section 8(b) are each amended adding the phrase “, Discretionary Company Contributions, if any” after the phrase “Participant’s combined Deferred Contributions, Roth Deferred Contributions, Regular Contributions” respectively therein.

The first sentence and second sentence of Section 8(c) are each amended by replacing the phrase “Participant’s combined Rollover Account, Deferred Contribution Account, Roth Deferred Contribution Account, and Regular Company Contribution Account” with the phrase “Participant’s combined Rollover Account, Deferred Contribution Account, Roth Deferred Contribution Account, Regular Company Contribution Account and Discretionary Company Contribution Account, if any” respectively therein.


D.	The first sentence of Section 10(a) is amended by replacing the phrase “his or her Deferred Contribution Account, Regular Company Contribution Account and Rollover Account, if any” with the phrase “his or her Deferred Contribution Account, Regular Company Contribution Account, Discretionary Company Contribution Account and Rollover Account, if any” therein.

Section (b) of Appendix A is amended by replacing the phrase “for any Plan Year during which the Plan is a Top-Heavy Plan, Regular Company Contributions allocated” with the phrase “for any Plan Year during which the Plan is a Top-Heavy Plan, Regular Company Contributions and Discretionary Company Contributions, if any, allocated” therein. Section (b) of Appendix A is further amended by replacing the phrase “largest percentage that any Key Employee for that Plan Year receives of Regular Company Contributions and Deferred Contributions” with “largest percentage that any Key Employee for

that Plan Year receives of Regular Company Contributions, Discretionary Company Contributions and Deferred Contributions” therein.

IN WITNESS WHEREOF, the undersigned has caused this First Amendment to be adopted effective as of August 1, 2015.

KEYSIGHT TECHNOLOGIES, INC.

By: /s/ Ingrid Estrada

Ingrid Estrada, Senior Vice President
Human Resources

FIRST AMENDMENT

TO THE

KEYSIGHT TECHNOLOGIES, INC. RETIREMENT PLAN

WHEREAS, Keysight Technologies, Inc. (the “Company”) maintains the Keysight Technologies, Inc. Retirement Plan (Effective as of August 1, 2014) (the “Retirement Plan”) for the benefit of its employees and certain individuals who are employees of a “Participating Company” (as defined in the Retirement Plan); and

WHEREAS, pursuant to Section 15(a) of the Retirement Plan, the Company, its Senior Vice President of Human Resources and its General Counsel each have the authority to amend the Retirement Plan; and

WHEREAS, the Company desires to amend the Retirement Plan to limit eligibility to participate in the Plan to those individuals who are current participants in the Retirement Plan and individuals who are employed by a Participating Company on the United States payroll prior to August 1, 2015, and to certain of those individuals who terminate employment with a Participating Company and are then subsequently rehired by a Participating Company.

NOW, THEREFORE, effective August 1, 2015, the Company adopts this First Amendment to the Keysight Technologies, Inc. Retirement Plan (the “First Amendment”), as follows:

1. Section 2(a), (b), (c) and (d) of the Retirement Plan are amended, effective August 1, 2015, to read in their entirety as follows:

“ SECTION 2. ELIGIBILITY, PARTICIPATION AND VESTING

(a) Commencement of Participation by Former Agilent Employees.

(ii) Each Former Agilent Employee who was a Subsequently Transferred Keysight Employee shall automatically commence participation in the Plan as of his or her Transfer Date.

(iii) If a Former Agilent Employee who did not become a Participant in this Plan on August 1, 2014, or the Transfer Date, as applicable, is employed by a Participating Company after November 1, 2014 and prior to August 1, 2015, he or she shall automatically commence participation in the Plan on the later of:

(A) The November 1 or May 1 coincident with or next following the date he or she completes two Years of Service before or after employment with a Participating Company; or

(B) The date he or she becomes an Eligible Employee following employment with a Participating Company.

(b) Commencement of Participation by Former HP Employees. If a Former HP Employee who did not become a Participant in the Agilent RP on May 1, 2000 is employed by a Participating Company prior to August 1, 2015, he or she shall automatically commence participation in the Plan on the later of:

(A) The November 1 or May 1 coincident with or next following the date he or she completes two Years of Service before or after employment with a Participating Company; or

(B) The date he or she becomes an Eligible Employee following employment with the Participating Company.

(c) Commencement of Participation by Other Eligible Employees. Each other Eligible Employee shall automatically commence participation in the Plan on the later of:

(A) The November 1 or May 1 coincident with or next following the date he or she completes two Years of Service; or

(B) the date he or she first becomes an Eligible Employee.

(d) Reemployed Employees. If a former Employee is reemployed by a Participating Company and is an Eligible Employee, he or she shall automatically commence or recommence participation in the Plan on the later of:

(i) The November 1 or May 1 coincident with or next following the date he or she completes two Years of Service before or after reemployment with a Participating Company; or

(ii) The date he or she becomes an Eligible Employee following reemployment with a Participating Company.

If an individual who is an Employee terminates employment with a member of the Affiliated Group for any reason (whether such individual commenced participation in the Plan pursuant to Section 2(a), 2(b) or 2(c)), such that the individual becomes a former Employee, the provisions of this Section 2(d) shall govern the individual’s eligibility to participate in the Plan upon the individual’s reemployment with a Participating Company, and Section 2(a), 2(b) and 2(c) shall not govern such eligibility. Notwithstanding any other provision of the Plan to the contrary, an individual shall not commence or recommence participation in the Plan unless such individual was employed by a Participating Company on U.S. payroll prior to August 1, 2015.”

2. Section 16 of the Retirement Plan is amended by adding the following to the end of the definition of “Eligible Employee” in Section 16(v):

“Notwithstanding the foregoing, effective August 1, 2015, (i) an individual shall not be an “Eligible Employee” under the Plan unless the individual is employed by a Participating Company on U.S. payroll prior to August 1, 2015, and (ii) an individual shall not be an “Eligible Employee” under the Plan if the individual has incurred five or more consecutive Breaks in Service.

IN WITNESS WHEREOF, the undersigned has caused this First Amendment to be adopted effective as of August 1, 2015.

KEYSIGHT TECHNOLOGIES, INC.

By: /s/ Ingrid Estrada

Ingrid Estrada, Senior Vice President
Human Resources

Exhibit 12.1

Ratio of Earnings to Fixed Charges

(in millions, except ratios)



	October 31, 2015		October 31, 2015		October 31, 2013		October 31, 2013		October 31, 2012
Earnings:
Income from continuing operations before income taxes	$	388	$	474	$	501	$	746	$	749
Fixed Charges	61		16		12		12		14
Earnings from continuing operations before income taxes, as adjusted	$	449	$	490	$	513	$	758	$	763
Fixed Charges:
Interest expense	$	45	$	3	$	—	$	—	$	—
Estimate of interest within rental expense	14		13		12		12		14
Amortization of capitalized expenses related to indebtedness	1		—		—		—		—
Total fixed charges	$	61	$	16	$	12	$	12	$	14
Ratio of earnings to fixed charges	7.4		30.6		42.8		63.2		54.5

Exhibit 21.1

LIST OF SIGNIFICANT SUBSIDIARIES



Name of subsidiary	Organized Under the Laws of
Keysight Technologies Netherlands B.V.	The Netherlands
Keysight Technologies Luxembourg Sarl	Luxembourg
Keysight Technologies Japan G.K.	Japan
Keysight Technologies Singapore (Holdings) Pte. Ltd.	Singapore
Keysight Technologies Singapore (International) Pte. Ltd.	Singapore
Keysight Technologies Singapore (Sales) Pte. Ltd.	Singapore
Keysight Technologies World Trade, Inc.	Delaware
Keysight Technologies Malaysia Sdn Bhd.	Malaysia
Keysight Technologies UK Limited	United Kingdom

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (333-199507) of Keysight Technologies, Inc. of our report dated December 21, 2015 relating to the combined and consolidated financial statements and financial statement schedule which appears in this Form 10-K.

/s/ PRICEWATERHOUSECOOPERS LLP

San Jose, California

December 21, 2015

Exhibit 31.1

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Ronald S. Nersesian, certify that:


1.	I have reviewed this Form 10-K of Keysight Technologies, Inc. ("the Registrant");


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;


4.	The Registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:


(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


(c)	Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d)	Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and


5.	The Registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):


(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and


(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.



Date:	December 21, 2015	/s/ Ronald S. Nersesian
		Ronald S. Nersesian
		President and Chief Executive Officer

Exhibit 31.2

CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Neil Dougherty, certify that:


1.	I have reviewed this Form 10-K of Keysight Technologies, Inc. ("the Registrant");


2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;


4.	The Registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:


(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


(c)	Evaluated the effectiveness of the Registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d)	Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and


5.	The Registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant's auditors and the audit committee of the Registrant's board of directors (or persons performing the equivalent functions):


(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant's ability to record, process, summarize and report financial information; and


(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant's internal control over financial reporting.



Date:	December 21, 2015	/s/ Neil Dougherty
		Neil Dougherty
		Senior Vice President and Chief Financial Officer

Exhibit 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Keysight Technologies, Inc. (the "Company"), on Form 10-K for the period ended October 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Ronald S. Nersesian, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.



Date:	December 21, 2015	/s/ Ronald S. Nersesian
		Ronald S. Nersesian
		President and Chief Executive Officer

Exhibit 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Annual Report of Keysight Technologies, Inc. (the "Company"), on Form 10-K for the period ended October 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Neil Dougherty, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Date:	December 21, 2015	/s/ Neil Dougherty
		Neil Dougherty
		Senior Vice President and Chief Financial Officer