20160301 March Investor Deck

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September 2017 Keysight Technologies Investor Presentation

Transcript of 20160301 March Investor Deck

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September 2017

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Keysight TechnologiesInvestor Presentation

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Safe HarborThis communication contains forward-looking statements as defined in the Securities Exchange Act of 1934 and is subject to the safe

harbors created therein. These forward-looking statements involve risks and uncertainties that could significantly affect the expected results

and are based on certain key assumptions. Due to such uncertainties and risks, no assurances can be given that such expectations will

prove to have been correct, and readers are cautioned not to place undue reliance on such forward-looking statements, which speak only as

of the date hereof. The forward-looking statements contained herein include, but are not limited to, information and future guidance on the

company’s goals, priorities, revenues, demand, growth opportunities, customer service and innovation plans, new product introductions,

financial condition, earnings, the company’s ability to pay dividends, ability to access capital markets, the continued strengths and expected

growth of the markets the company sells into, operations, operating earnings, and tax rates) that involve risks and uncertainties that could

cause Keysight’s results to differ materially from management’s current expectations. Such risks and uncertainties include, but are not

limited to, unforeseen changes in the strength of our customers’ businesses; unforeseen changes in the demand for current and new

products, technologies, and services; customer purchasing decisions and timing, and the risk that we are not able to realize the savings or

benefits expected from integration and restructuring activities. The words “anticipate,” “plan,” “estimate,” “expect,” “intend,” “will,” “should,”

“forecast,” “project,” and similar expressions, as they relate to the company, are intended to identify forward-looking statements.

In addition to the risks above, other risks that Keysight faces include those detailed in Keysight’s filings with the Securities and Exchange

Commission, including our Form 10-K for the fiscal year ended October 31, 2016, and Keysight’s quarterly report on Form 10-Q for the

period ended April 30, 2017.

Forward-looking statements are based on the beliefs and assumptions of Keysight’s management and on currently available information.

Keysight undertakes no responsibility to publicly update or revise any forward-looking statement.

This presentation includes a number of different financial measures, both GAAP and non-GAAP, in analyzing and assessing the overall

performance of the business, for making operating decisions and for forecasting and planning for future periods. Non-GAAP measures

exclude primarily the impacts of share-based compensation, restructuring and related costs, separation and related costs, acquisition and

integration costs, acquisition-related fair value adjustments, asset impairments and non-cash intangible amortization. Also excluded are tax

benefits or expenses that are not directly related to ongoing operations and which are either isolated or cannot be expected to occur again

with any regularity or predictability. Most of these excluded amounts pertain to events that have not yet occurred and are not currently

possible to estimate with a reasonable degree of accuracy. Accordingly, no reconciliation to GAAP amounts has been provided. The

definitions of these non-GAAP financial measures may differ from similarly titled measures used by others, and such non-GAAP measures

should be considered supplemental to and not a substitute for financial information prepared in accordance with GAAP. Keysight generally

uses non-GAAP financial measures to facilitate management’s comparisons to historic operating results, to competitors’ operating results

and to guidance provided to investors. In addition, Keysight believes that the use of these non-GAAP financial measures provides greater

transparency to investors of information used by management in its financial and operational decision-making.

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Agenda

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Executive Overview

Growth Initiatives

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• Diversified tail winds across 5G, IoT, Auto, Software, Services and Networking

• Organizational realignment to end markets

• Proven track record of operational excellence following separation

• R&D investment up over 200bps as percent of revenue since FY2014(3)

• Market share gains since 2014(1)

• Multiple levers to drive long-term 8-10% EPS(4) growth

• Ixia acquisition adds $485M(5) to the topline and $2.5B in incremental SAM

– $60M combined annual cost synergies;– $40M achieved in 12 months (Q3’18)

– $100M revenue synergies by year 5

• #1 market position in key software & hardware verticals(1)

• $15.5B electronics and communication SAM(2)

• 20%+ market share in core end markets(2)

Market Leader in Attractive Markets

Aligned to Critical Industry Growth

Themes

Strong Culture of Execution

Attractive Financial Model

Compelling Investor Value PropositionCommitment to Growing Long-Term Total Shareholder Returns

(1) Per Prime Data. Keysight core products

(2) Per company estimates for FY16. $15.5B SAM represents combined Keysight and Ixia SAM

(3) Non-GAAP measure. Refer to appendix for reconciliation

(4) Non-GAAP measure.

(5) Based on FYE Dec-31, 2016 revenue4

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1939–1998: The Hewlett-Packard years

A company founded on electronic measurement innovation

1999–2013: The Agilent Technologies years

Spun off from HP, Agilent became the World’s Premier Measurement Company

2014: Keysight is launched

Focused singularly on electronic design and test solutions

History of Leadership and InnovationUnlocking measurement insights for over 75 years

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Keysight Today: Market & Technology Leader

Note: FY16 Key Statistics are not pro forma for Ixia acquisition (exclude Ixia)

(1) Free Cash Flow calculated as Operating Cash Flow less Capital Expenditures

(2) Non-GAAP measure. Refer to appendix for GAAP reconciliation. See non-GAAP Income from Operations divided by non-

GAAP revenue to derive operating margin

(3) Includes indirect channels

(4) Sites with greater than 70 manufacturing employees

FY16 Key Statistics

Electronic

Industrial

Solutions

Group

$0.8B, 26%

Services Solutions Group

$0.4B, 14%

Communication

Solutions Group

$1.7B, 60%

$2.9B

Business Overview

• Worldwide leader in high value, mission critical

electronic design and test solutions

• Relied on by the world’s leading technology

companies

• 75+ years of innovation, measurement science

expertise and deep customer relationships

Complementary Ixia Acquisition

Revenue Mix

• Industry pioneer and technology leader in network

test and visibility

• 400+ US and foreign patents issued or pending;

approximately 60% software related

• 700+ Software engineers

15 of the

Top 15 NEMS 47 of the

Top 50 Carriers 77 of the

Fortune 100

Customers

~30,000Number of customers(3)

100+Countries served

13Countries with R&D centers

3Manufacturing sites(4)

$325M Free Cash Flow(1),(2)

19%Operating Margin(2)

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Our Value to Customers – Unmatched in the Industry

Customer’s Product Lifecycle

Accelerating innovation to connect and secure the world

Simulate Prototype Manufacture Optimize

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NETWORKS

AND CLOUD

AEROSPACE

AND DEFENSE

WIRELESS

COMMUNICATIONS

AUTOMOTIVE, ENERGY,

AND IOT

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Driving shareholder returnsA Strong Financial Framework for Value Creation

• U.S. Cash

Generation

• Appropriate

Leverage

• Strategic Alignment

• Growth

• Value Creation

• Cost Structure

Flexibility

• Cost Reductions

• Margin Expansion

• R&D Investment

• SAM Expansion

• Profit Leverage

OrganicGrowth

Business ModelMergers &

AcquisitionsReturn of Capital

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•Commercial

Communications

•Aerospace,

Defense &

Government

•Automotive

•Energy

•General

Electronics

•Semiconductor

•Calibration

•Repair

•Remarketing

• Americas

• Europe

• Asia

• Japan

• Software

Technology

• Hardware

Technology

Organized to Grow

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Communications

Solutions Group

Electronic

Industrial

Solutions Group

Services

Solutions Group

Soon Chai

Gooi

John

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Worldwide Sales

Mark

Wallace

Corporate

Planning and

Technology

Jay

Alexander

Aligned with End MarketsFirst to

Market

Trusted

Advisor

•Network Test

•Network Visibility

Ixia

Solutions Group

Bethany

Mayer

Satish

Dhanasekaran

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Strong Progress on Growth Initiatives

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Expand

Leadership in

T&M Software

Grow Services

Business by 50%

• Triple-digit 5G order growth in FY16

• Positioning Keysight as the market leader in 5G

• Collaborating with leading consortiums, universities, and

research institutes to define 5G standards and technologies

• Double-digit order growth in FY16

• Anite acquisition materially expanded software business

• Staffing of new software design center ahead of schedule

• 9% order growth in FY16

• New opportunities in multi-vendor support, asset

management, systems integration and training

• Continuing to win new multi-vendor business

Be First in 5G

Wireless

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Disciplined approach to capital investment

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Completed 3 - 4 Years Beyond

Return

of

Capital

Stabilize asIndependent Company

• Completed April 30, 2015

• 6 months ahead of schedule

Phase 1

Separate

Sustained 4% CAGRover Cycle

• M&A as priority use of cash

– Ixia (closed April 2017)

– Anite (closed Aug 2015)

– Electroservices (closed Aug 2015)

Phase 2

Return to Growth

Balanced Returnof Capital

• Return of capital tied to US cash generation

• Appropriate leverage and commitment to investment grade credit metrics

• Opportunistic M&A

Phase 3

Return Capital

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The

Example

Disciplined and Well-Defined Criteria for Acquisitions

• Aligns with strategic growth priorities

• Delivers higher gross margin R&D or software solutions

• Expands Served Addressable Market (SAM)

• Focuses on faster growing market segments or adds key technology

• Expected ROIC materially above cost of capital

• Expected to be quickly accretive

• Valuation aligns with appropriate market multiples

Strategic

Alignment

Value

Creation

Growth

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Long-Term Expectations

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RevenueGrowth

Op MarginIncremental

ProfitabilityOver the Cycle

Sustainable

4% CAGR

40% on

growth of 4%

or greater

Average

operating margin

of >20%*

Committed Return of Capital

Yields 8-10% EPS* Growth

* Non-GAAP

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Agenda

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Executive Overview

Growth Initiatives

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Leadership in Attractive Markets

SegmentsCommunications

Solutions Group

Electronic

Industrial

Solutions

Group

Services

Solutions

Group

Ixia(1)

Solutions Group

End MarketsCommercial

Comms

Aerospace,

Defense &

Government

Electronic

IndustrialServices

Network

Test

Network

VisibilityTOTAL

Revenue(2) $1B $0.7B $0.8B $0.4B $0.35B $0.14B $3.4B

Market

Size(3,5)$4B $3B $4B $2B $1B $1.5B $15.5B

Market

Share(3)25% 23% 20% 20% 35% 9% 22%

Long-term

Market

Growth(4)

1-2% 2-3% 2-3% 2-3% 3-5% 20-25% 4-5%(6)

(1) Per Ixia filings and company estimates

(2) FY16 presented on a Non-GAAP basis. Refer to appendix for GAAP reconciliation

(3) Per Company estimates for FY16

(4) Market growth per Company estimates; average over 3-5 years

(5) Includes network test; excludes network assurance

(6) Weighted-average growth rate of end markets15

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(1) Per Prime Data, IHS Technology, and Company estimates

(2) RF/Microwave design simulation software

(3) A Keysight Company

Market Leader in Key Software & Instrument Platforms

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Core Solution Platforms Market Position(1)

Simulation Software(2) #1

Ixia(3) Network Test #1

Ixia(3) Network Visibility #2/3

Network Analyzers #1

Signal Analyzers #1

Signal Sources #1

Oscilloscopes #2

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Growth Drivers

Commercial Communications• Evolving standards – 5G

• All data, all the time

• Internet of Things (IoT)

Network Test & Visibility• Rapidly expanding cloud data and apps

• Growing security risks

Aerospace, Defense &

Government

• World instability

• Defense modernization

Automotive & Energy• Evolving battery technologies

• Connected car

General Electronics • Consumer electronics demand

Semiconductor• Technology evolution

• China investment

Services • Customer outsourcing

Multiple Growth Drivers Provide Diversification

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Be first in

5G wireless

Growth Strategies

Expand leadership in

T&M software

Grow services

business

Extend into network

test and visibility

Growth Strategies

Software-centric solutions | Organic R&D investments | Strategic M&A

Growth Strategies Aligned to Key Market Themes

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First in 5G Wireless

Source: Company estimates and Cisco Visual Networking Index forecast, Mobile World

Congress 2017, 3GPP

Unprecedented Wireless Demand Accelerated Industry 5G Deployment Timeline

Keysight Positioned to Lead

30bn+ connected devices by 2020

10x mobile data in five years

• IoT consuming exponential amount of instantaneous data

• Disruptive auto and medical applications

• Public service sector services (fire, police) adopting wireless

technologies

• Triple-digit 5G order growth in FY2016

• >10 targeted simulation and prototype 5G solutions launched in

the last year

• Collaborating with 30+ partners worldwide on research and trials

• Frost & Sullivan 2016 Global T&M: Company of the Year Award

5G Deployment expected 2019

Pre-commercial North American deployment

mid-2017

Worldwide carrier trials begin 2H 2017

5G standards set by 2018

5G in 2019

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Expand Leadership in T&M Software

(1) Per Company estimates

Business Update

Growth Strategy

Expand simulation business

— Address growth opportunities in High-Speed Digital and

Power design

Deliver solutions focused on growth segments

— Deliver R&D (prototype test) solutions focused on growth

segments such as 5G Communications, Power, and

Automotive

Grow subscriptions and services

— Implement software capabilities to enable revenue growth

from subscriptions and from services

1

2

3

• $2B market for electronic test software, ~7% CAGR(1)

• Double digit order growth in FY16

• Software revenues over $400M

• New software design center staffed ahead of schedule

4Pursue selective acquisitions

— Increasing overall software content

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Grow Services Business by 50%

2016

$402M Revenue

(9% order growth)

2020

$600M Revenue

CalibrationUsed

Equipment

Repair

Used

Equipment Calibration

“Plus”

Repair

Grow Core Add New Services

Expand Multi-Vendor

Calibration Business

Build and Deploy Professional

Services

Launch and

Expand Asset Management

Leverage Portfolio

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A Combination of

Complementary

Strengths

Industry pioneer and

recognized leader in

network test; a leader in

network visibility solutions

Deep expertise in IP

network assessment,

excellent customer

relationships, software-

centric business & team

Extend into Network Test and Visibility

A global leader in

communications with the

ability to deliver

end-to-end solutions

across the network and up

and down the stack

Scale and operational

excellence to drive

revenue and

profit growth

A software-centric team to

enable further

transformation and value

creation

A global leader in

measurement

instrumentation and

software for physical and

protocol layer testing

Deep expertise in wireless

technology, strong

worldwide sales

presence, proven

operational discipline

Creating a compelling innovation engine with Ixia to drive growth

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Electrical, Optical & Wireless Test

High-value capabilities across the communications network and throughout the stack

Keysight as a Platform for Accelerated Growth

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Keysight Classic Anite Ixia

Components

& Chipsets Devices Base Stations Hyperscale and Data Centers Enterprise

Electrical, Optical and Wireless TestFro

m h

ardw

are

to s

oftw

are

Layer 1

Layers 2 - 7 Network Test, Visibility and Security

Mobile

Network

TestMobile

Device

TestB

TS

* E

mula

tion

Drive T

est

Custo

mer

Experience

Managem

ent

Channel Emulation

Stack Layers

* Base Transceiver Station

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Synergistic Combination with Ixia

Driving the Opportunity in Visibility(1)

Growing the Enterprise Mix(1)

Financial Impact and Outlook

• Accretive to top-line growth

– SAM expansion and go-to-market leverage driving

$50M in revenue synergies by year three and

$100M by year five

• Annual cost savings of $60M resulting from

infrastructure rationalization and supply chain

efficiencies

– Expect to achieve $40M of cost savings in 12

months (Q3’18)

• Growth and operating model discipline drive

sustainable cash flow and superior performance

throughout the business cycle

• Commitment to rapid deleveraging and investment

grade credit

– ~2x Gross Debt / Adjusted EBITDA leverage within

24 months

Network

Test

72%

Network

Visibility

28%

Enterprise and

Government

35%

Network Equipment Manufacturers

42%

Service

Providers

23%

$485M

$485M

Ixia FY16 Revenue

(1) Refer to appendix for Ixia supplemental disclosures. Note that the enterprise sales mix information is

prepared based primarily on amounts invoiced to Ixia’s customers.

(2) Adjusted EBITDA calculated as Non-GAAP Operating Income plus depreciation, excluding amortization of

intangibles24

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FY16 Combined Financial Overview

58%Gross Margin(1)

14%R&D % of Revenue(1)

19%Operating Margin(1)

$325MFree Cash Flow(1)

$2.9BRevenue(1)

61%Gross Margin(1)

15%R&D % of Revenue(1)

18%Operating Margin(1),(2)

$397MFree Cash Flow(1)

$3.4BRevenue(1)

Note: Figures represent non-GAAP measures. Combined figures represent summation of Keysight’s FYE

October 31, 2016 and Ixia’s FYE December 31, 2016. Excludes PF transaction adjustments

(1) Non-GAAP measure. Refer to appendix for GAAP reconciliation. Gross margin, operating margin, and R&D

% of revenue excludes stock-based compensation for Ixia.

(2) See combined non-GAAP Income from Operations divided by combined non-GAAP Keysight revenue and

GAAP Ixia revenue to derive combined operating margin. Excludes expected synergies

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Key Messages

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Technology and market leader in

ever-evolving technology market

✓ 4% revenue CAGR

✓ Deliver >20% operating margin

✓ 8-10% EPS growth

Transformation

Objectives

Over the Cycle*Leader in profitable

market

Target fast growing areas

and expand Served Addressable

Market (SAM)

Proven operating performance

and cash generation across cycles

Transform for

growth

Strong business

model

* Non-GAAP measure

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Modular Form Factor

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0

2

4

6

8

10

12

14

16

18

2016 2017 2018 2019 2020

Fast Growing ModularSmall Portion of Total Market

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2016 Total Modular Solutions Market

$1.2 Billion*

2016 Total Design & Test Market

$13 Billion*

* Per Company estimates. Excludes SAM expansion from acquisition of Ixia

** Per Company estimates.

$B$750M*

PXI/AXIe

Modular

13% CAGR*

to 2020

PXI/AXIe

Modular

13% CAGR**

Keysight’s double-digit growth

continued in FY16

63%PXI/AXIe

Modular

37%Other

Modular

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“X-Chips” Chipset

• Highly integrated

• High performance

• Low power

Handheld

Feature Rich Box

Modular

Proprietary technology

developed by central

Keysight Labs, manufactured

at in-house semiconductor

fab, and deployed into all

three form factors

Investments Leveraged into Multiple Form FactorsProvides Competitive Differentiation

• R&D

• Validation

• Complex device manufacturing

• Full measurement set

• One-button measurements

• Shared lab equipment

• Manufacturing

• R&D

• Validation

• Small footprint

• Flexible configuration

• Multi-channel applications

• Installation

• Maintenance

• Portability

• Harsh environments

Customer Best ForForm Factor

PXI

AXI

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Reconciliations

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Keysight Non-GAAP gross margin reconciliation

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Year Ended

October 31, 2016

( in millions)

GAAP Gross Profit 1,624$ 56%

Intangible amortization 38

Share-based compensation 11

Acquisition and integration costs 2

Acquisition related fair value adjustments 12

Other 2

Non-GAAP Gross Profit 1,689$ 58%

GAAP Revenue 2,918$

Non-GAAP Revenue 2,930$

Gross Margin %

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Keysight Non-GAAP operating margin reconciliation

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Year Ended

October 31, 2016

( in millions)

Income from operations, as reported 406$

Intangible amortization 44

Share-based compensation 49

Acquisition and integration costs 18

Acquisition-related fair value adjustments 12

Separation and related costs 24

Restructuring and related costs —

Other (7)

Non-GAAP income from operations 546$

GAAP Operating Margin 14%

Non-GAAP Operating Margin 19%

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Keysight Non-GAAP research and development expenses reconciliation

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October 31, 2016 October 31, 2014

Research and Development expense, as reported 425$ 361$

Share-based compensation (8) (7)

Acquisition and integration costs (1) -

Separation and related costs - (2)

Restructuring and related costs - 1

Other - (1)

Non-GAAP Research and Development expense 416$ 352$

GAAP Revenue 2,918$ 2,933$

R&D as a % of GAAP Revenue 14.6% 12.3%

Non-GAAP Revenue 2,930$ 2,933$

R&D as a % of Non-GAAP Revenue 14.2% 12.0%

Year Ended

( in millions)

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Keysight Non GAAP revenue by end market reconciliation

Aerospace, Defense & Government 740$ — 740$

Commercial Communications 1,000 12 1,012

Electronic Industrial 776 — 776

Services 402 — 402

Total Keysight Revenue 2,918$ 12$ 2,930$

Non-GAAP revenue is defined to exclude the fair value adjustments to the Anite acquisition-related deferred revenue balances.

FY16, (in millions)

GAAP Revenue

Acquisition-

related

fair value adjs Non-GAAP Revenue

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Keysight Free cash flow reconciliation

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Keysight Non GAAP revenue reconciliation FY16,

(in millions)

GAAP Revenue 2,918$

Acquisition-related fair value adjustments 12

Non-GAAP Revenue 2,930$

Year Ended

October 31, 2016

(in millions)

Net cash provided by operating activities 416$

Less: Investments in property, plant and equipment (91)

Free cash flow 325$