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THE ELECTRONIC MEASUREMENT BUSINESS OF AGILENT TECHNOLOGIES, INC. INDEX TO FINANCIAL STATEMENTS

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Exhibit 99.1

                              , 2014

Dear Agilent Technologies, Inc. Shareholder:

        In September 2013, we announced plans to separate our electronic measurement business from our life sciences, chemical analysis and diagnostics and genomics businesses. The separation will occur by means of a spinoff of a company named Keysight Technologies, Inc. ("Keysight"), which was formed to hold our electronic measurement business. The life sciences, chemical analysis and diagnostics and genomics businesses will remain a part of the existing publicly traded company, which will continue to be named Agilent Technologies, Inc. ("Agilent"). As two distinct businesses, Agilent and Keysight will be better positioned to capitalize on significant growth opportunities and provide greater focus on their respective businesses and strategic priorities.

        Both of these companies have businesses with valuable assets and industry-leading products and services. Keysight will be a leading global provider of electronic measurement solutions. As an independent, publicly traded company, Keysight will be able to pursue its own growth strategies and prioritize investment spending and capital allocation accordingly. Agilent will continue to be a leading measurement company providing core bio-analytical measurement solutions to the life sciences, chemical analysis and diagnostics and genomics industries. After the separation, Agilent will be able to better focus its capital deployment strategy and implement an appropriate capital structure to meet the needs of its shareholder base.

        The separation will provide current Agilent shareholders with ownership interests in both Agilent and Keysight. We expect that, for U.S. federal income tax purposes, the separation will be tax-free to Agilent shareholders.

        The separation will be in the form of a pro rata distribution of 100% of the outstanding shares of Keysight common stock to holders of Agilent common shares. Each Agilent shareholder will receive one share of Keysight common stock for every two shares of Agilent common stock held on October 22, 2014, the record date for the distribution. You do not need to take any action to receive shares of Keysight common stock to which you are entitled as an Agilent shareholder. You do not need to pay any consideration or surrender or exchange your Agilent common shares to participate in the spin-off.

        I encourage you to read the attached information statement, which is being provided to all Agilent shareholders who held shares on the record date for the distribution. The information statement describes the separation in detail and contains important business and financial information about Keysight.

        I believe the separation is a positive progression for our businesses and our shareholders. We remain committed to working on your behalf to continue to build long-term shareholder value.

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                              , 2014

Dear Future Keysight Technologies, Inc. Shareholder:

        I am pleased to welcome you as a future shareholder of our company, Keysight Technologies, Inc. ("Keysight"). We are a leading global provider of electronic measurement equipment with a legacy of more than 75 years. Our knowledge and expertise in this business are unparalleled and translate into superior quality, customer support and service. During the past decade, we have developed a business model that has resulted in sustained financial performance throughout the business cycle.

        Now, as a stand-alone company, we will focus 100% on opportunities in electronic measurement. We have plans to expand beyond our current leadership positions and win in key markets, including wireless communications, modular instrumentation and software. With those growth opportunities, and our solid financial profile, we are committed to creating and enhancing shareholder value.

        I encourage you to learn more about Keysight and our strategic initiatives by reading the attached information statement. Keysight has applied to list its common stock on the New York Stock Exchange under the symbol "KEYS."

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Information contained herein is subject to completion or amendment. A Registration Statement on Form 10 relating to these securities has been filed with the U.S. Securities and Exchange Commission under the U.S. Securities Exchange Act of 1934, as amended.

PRELIMINARY AND SUBJECT TO COMPLETION, DATED SEPTEMBER 29, 2014

INFORMATION STATEMENT

Keysight Technologies, Inc.

        This information statement is being furnished in connection with the distribution by Agilent Technologies, Inc. ("Agilent") to its shareholders of all of the outstanding shares of common stock of Keysight Technologies, Inc., a wholly owned subsidiary of Agilent that will hold, directly or indirectly, the assets and liabilities associated with Agilent's electronic measurement business ("Keysight"). To implement the distribution, Agilent will distribute all of the shares of Keysight common stock on a pro rata basis to the Agilent shareholders in a manner that is intended to be tax-free for U.S. federal income tax purposes.

        For every two shares of Agilent common stock held of record by you as of the close of business on October 22, 2014, the record date for the distribution, you will receive one share of Keysight common stock. You will receive cash in lieu of any fractional shares of Keysight common stock that you would have received after application of the above ratio. As discussed under "The Separation and Distribution—Trading Between the Record Date and Distribution Date," if you sell your Agilent common shares "regular-way" after the record date and before the distribution, you also will be selling your right to receive shares of Keysight common stock in connection with the separation. Keysight expects the shares of Keysight common stock to be distributed by Agilent to you on November 1, 2014. Keysight refers to the date of the distribution of the Keysight common stock as the "distribution date."

        No vote of Agilent shareholders is required for the distribution. Therefore, you are not being asked for a proxy, and you are requested not to send Agilent a proxy, in connection with the distribution. You do not need to pay any consideration, exchange or surrender your existing Agilent common shares or take any other action to receive your shares of Keysight common stock.

        There is no current trading market for Keysight common stock, although Keysight expects that a limited market, commonly known as a "when-issued" trading market, will develop on or shortly before the record date for the distribution, and Keysight expects "regular-way" trading of Keysight common stock to begin on the first trading day following the distribution. Keysight has applied to have its common stock authorized for listing on the New York Stock Exchange (the "NYSE") under the symbol "KEYS." Following the distribution, Agilent will continue to trade on the NYSE under the symbol "A."

        In reviewing this information statement, you should carefully consider the matters described under the caption "Risk Factors" beginning on page 9.

        Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this information statement is truthful or complete. Any representation to the contrary is a criminal offense.

        This information statement does not constitute an offer to sell or the solicitation of an offer to buy any securities.

The date of this information statement is                        , 2014.

This information statement was first mailed to Agilent shareholders on or about                        , 2014.

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Presentation of Information

        Except as otherwise indicated or unless the context otherwise requires, the information included in this information statement about Keysight assumes the completion of all of the transactions referred to in this information statement in connection with the separation and distribution. Unless the context otherwise requires, references in this information statement to "Keysight" and the "company" refer to Keysight Technologies, Inc., a Delaware corporation, and its consolidated subsidiaries. References to Keysight's historical business and operations refer to the business and operations of Agilent's electronic measurement business that will be transferred to Keysight in connection with the separation and distribution. References in this information statement to "Agilent" refer to Agilent Technologies, Inc., a Delaware corporation, and its consolidated subsidiaries, unless the context otherwise requires.

Trademarks, Trade Names and Service Marks

        Keysight owns or has rights to use the trademarks, service marks and trade names that it uses in conjunction with the operation of its business. Some of the more important trademarks that Keysight owns or has rights to use that appear in this information statement include: "Keysight" and "Keysight Technologies," which may be registered or trademarked in the United States or other jurisdictions. Each trademark, trade name or service mark of any other company appearing in this information statement is, to our knowledge, owned by such other company.

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QUESTIONS AND ANSWERS ABOUT THE SEPARATION AND DISTRIBUTION

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SUMMARY HISTORICAL COMBINED FINANCIAL INFORMATION

        The following table sets forth summary historical financial information for the Electronic Measurement Business of Agilent, which will be transferred to Keysight prior to the distribution, for the periods indicated below. The summary balance sheet data as of October 31, 2013 and 2012 and the summary statement of operations data for the fiscal years ended October 31, 2013, 2012 and 2011 have been derived from the audited combined financial statements of the Electronic Measurement Business of Agilent, which are included elsewhere in this information statement. The summary balance sheet data as of October 31, 2011 has been derived from the unaudited combined financial statements of the Electronic Measurement Business of Agilent that are not included in this information statement. The summary balance sheet data as of July 31, 2014 and the summary statement of operations data for the nine months ended July 31, 2014 and 2013 have been derived from the unaudited combined financial statements of the Electronic Measurement Business of Agilent, which are included elsewhere in this information statement. In our management's opinion, the unaudited combined financial statements have been prepared on the same basis as the audited combined financial statements and include all adjustments, consisting only of ordinary recurring adjustments, necessary for a fair statement of the information for the periods presented.

        Our historical combined 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. In addition, our historical financial information does not reflect changes that we expect to experience in the future as a result of our separation and distribution from Agilent, including changes in our cost structure, personnel needs, tax structure, financing and business operations. Our historical combined financial statements also do not reflect certain other adjustments between Agilent and us as reflected under "Unaudited Pro Forma Combined Financial Statements" included elsewhere in this information statement. Consequently, the 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 periods presented or be indicative of Keysight's future performance as an independent company. The summary financial information should be read in conjunction with the discussion in "Management's Discussion and Analysis of Financial Condition and Results of Operations," the unaudited pro forma combined financial statements and corresponding notes, the audited combined financial statements and corresponding notes and the unaudited combined financial statements and corresponding notes included elsewhere in this information statement.

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RISK FACTORS

        You should carefully consider the following risks and other information in this information statement in evaluating Keysight and Keysight's common stock. Any of the following risks could materially and adversely affect Keysight's results of operations or financial condition. The risk factors generally have been separated into three groups: risks related to Keysight's business, risks related to the separation and risks related to Keysight's common stock.

Risks Related to Keysight's Business

Depressed and uncertain general economic conditions may adversely affect Keysight's operating results and financial condition.

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

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reduced demand for Keysight's products, delays in the shipment of orders or increases in order cancellations;



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increased risk of excess and obsolete inventories;



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increased price pressure for Keysight's products and services; and



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greater risk of impairment to the value, and a detriment to the liquidity, of Keysight's future investment portfolio.

Keysight's operating results and financial condition could be harmed if the markets into which Keysight sells its products decline or do not grow as anticipated.

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

If Keysight does not introduce successful new products and services in a timely manner to address increased competition through frequent new product and service introductions, rapid technological changes and changing industry standards, its products and services will become obsolete, and its operating results will suffer.

        Keysight generally sells its 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 Keysight operates are seasonal and cyclical. Without the timely introduction of new products, services and enhancements, Keysight's products and services will become technologically obsolete over time, in which case its revenue and operating results

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would suffer. The success of new products and services will depend on several factors, including Keysight's ability to:

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properly identify customer needs;



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innovate and develop new technologies, services and applications;



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successfully commercialize new technologies in a timely manner;



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manufacture and deliver its products in sufficient volumes and on time;



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differentiate its offerings from its competitors' offerings;



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price its products competitively;



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anticipate its competitors' development of new products, services or technological innovations; and



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control product quality in its manufacturing process.

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

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

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

        Keysight's income could be harmed if Keysight is unable to adjust its purchases to market fluctuations, including those caused by the seasonal or cyclical nature of the markets in which Keysight operates. The sale of Keysight's 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, Keysight may not be able to purchase sufficient supplies or components to meet increasing product demand, which could materially affect its results. In the past, Keysight has seen a shortage of parts for some of its 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, Keysight would be forced to reengineer its 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, Keysight may continue to enter into non-cancelable purchase commitments with vendors, or at times make advance payments to suppliers, which could impact Keysight's ability to adjust its inventory to declining market demands. Prior commitments of this type have resulted in an excess of parts when demand for

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communications and electronics products has decreased. If demand for Keysight's products is less than it expects, Keysight may experience additional excess and obsolete inventories and be forced to incur additional charges.

Keysight's operating results may suffer if its manufacturing capacity does not match the demand for its products.

        Because Keysight cannot immediately adapt its production capacity and related cost structures to rapidly changing market conditions, when demand does not meet its expectations, Keysight's manufacturing capacity will likely exceed its production requirements. If, during a general market upturn or an upturn in Keysight's business, Keysight cannot increase its manufacturing capacity to meet product demand, Keysight 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 Keysight's ability to improve its income, margin and operating results. By contrast, if, during an economic downturn, Keysight had excess manufacturing capacity, then its fixed costs associated with excess manufacturing capacity would adversely affect its income, margins and operating results.

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

        Because Keysight sells its products worldwide, Keysight's business is subject to risks associated with doing business internationally. Keysight anticipates that revenue from international operations will continue to represent a majority of Keysight's total revenue. In addition, many of Keysight's employees, contract manufacturers, suppliers, job functions and manufacturing facilities are located outside the United States. Accordingly, Keysight's future results could be harmed by a variety of factors, including:

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interruption to transportation flows for delivery of parts to it and finished goods to its customers;



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changes in foreign currency exchange rates;



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



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



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negative consequences from changes in tax laws;



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differing labor regulations;



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unexpected changes in regulatory requirements; and



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

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

        Additionally, Keysight 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 Keysight's business conduct and on its ability to offer its products in one or more countries, and could also materially affect Keysight's brand, ability to attract and retain employees, international operations, business and operating

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results. Although Keysight plans to implement policies and procedures designed to ensure compliance with these laws and regulations, there can be no assurance that Keysight's employees, contractors or agents will not violate these policies and procedures.

        In addition, although a substantial amount of Keysight's products are priced and paid for in U.S. dollars, many of Keysight's 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. In the future, Keysight's hedging programs will be designed to reduce, but not always entirely eliminate, within any given 12-month period, the impact of currency exchange rate movements, including those caused by currency controls, which could impact Keysight's business, operating results and financial condition by resulting in lower revenue or increased expenses. However, for expenses beyond a 12-month period, Keysight's hedging strategy will not mitigate its exchange rate risk. In addition, Keysight's future currency hedging programs will involve third-party financial institutions as counterparties. The weakening or failure of these counterparties may adversely affect Keysight's future hedging programs and its 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 expect to be forced 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.

Keysight's business will suffer if it is not able to retain and hire key personnel.

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

Environmental contamination from past operations could subject Keysight 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 Keysight to substantial liabilities in the future.

        Some of Keysight's 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. We expect that Agilent will seek to assign its rights and obligations under this agreement to Keysight in respect of facilities transferred to Keysight in the separation. As a result, HP will have access to a limited number of Keysight properties to perform remediation. Although HP agreed to minimize interference with on-site operations at such properties, remediation activities and subsurface contamination may require Keysight to incur

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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 Keysight directly for any liabilities related thereto. Keysight 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 Keysight for any liability associated with contamination from past operations at all properties transferred from Agilent to Keysight. Keysight cannot be sure that Agilent will fulfill its indemnification obligations.

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

Keysight and its customers are subject to various governmental regulations, compliance with which may cause Keysight to incur significant expenses, and if Keysight fails to maintain satisfactory compliance with certain regulations, it may be forced to recall products and cease their manufacture and distribution, and Keysight could be subject to civil or criminal penalties.

        Keysight and its 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. Keysight may be required to incur significant expenses to comply with these regulations or to remedy violations of these regulations. Any failure by Keysight to comply with applicable government regulations could also result in cessation of its operations or portions of its operations, product recalls or impositions of fines and restrictions on its ability to carry on or expand its operations. If demand for its products is adversely affected or Keysight's costs increase, its business would suffer.

        Keysight's 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. Keysight also must comply with work safety rules. If Keysight fails to adequately address any of these regulations, its businesses could be harmed.

Keysight's business may suffer if it fails to comply with government contracting laws and regulations.

        Keysight derives a portion (less than five percent) of its revenues from direct and indirect sales to U.S., state, local and foreign governments and their respective agencies. Such contracts are subject to various procurement laws and regulations, and contract provisions relating to their formation, administration and performance. Failure to comply with these laws, regulations or provisions in Keysight's government contracts could result in the imposition of various civil and criminal penalties, termination of contracts, forfeiture of profits, suspension of payments or suspension from future government contracting. On March 4, 2013, Agilent made a report to the Inspector General of the Department of Defense regarding pricing irregularities relating to certain sales of electronic measurement products to U.S. government agencies. See "Business—Legal Proceedings." If Keysight's government contracts are terminated, if Keysight is suspended from government work or if Keysight's ability to compete for new contracts is adversely affected, Keysight's business could suffer.

Third parties may claim that Keysight is infringing their intellectual property rights, and Keysight 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 Keysight's products or services infringe their intellectual property rights. Keysight analyzes and takes action in response to such claims on a

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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 Keysight's technology and the uncertainty of intellectual property litigation and could divert Keysight's management and key personnel from business operations. A claim of intellectual property infringement could cause Keysight to enter into a costly or restrictive license agreement (which may not be available under acceptable terms, or at all), require Keysight to redesign certain of its products (which would be costly and time-consuming) and/or subject Keysight to significant damages or an injunction against the development and sale of certain products or services. In certain of its businesses, Keysight relies on third-party intellectual property licenses, and Keysight cannot ensure that these licenses will be available to us in the future on terms favorable to Keysight or at all.

Third parties may infringe Keysight's intellectual property rights, and Keysight may suffer competitive injury or expend significant resources enforcing its intellectual property rights.

        Keysight's success depends in part on its proprietary technology, including technology Keysight obtained through acquisitions. Keysight relies on various intellectual property rights, including patents, copyrights, trademarks and trade secrets, as well as confidentiality provisions and licensing arrangements, to establish its proprietary rights. If Keysight does not enforce its intellectual property rights successfully, its competitive position may suffer, which could harm Keysight's operating results.

        Keysight's pending patent, copyright and trademark registration applications may not be allowed or competitors may challenge the validity or scope of Keysight's patents, copyrights or trademarks. In addition, Keysight's patents, copyrights, trademarks and other intellectual property rights may not provide Keysight 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.

        Keysight may be required to spend significant resources monitoring its intellectual property rights, and Keysight may or may not be able to detect infringement of such rights by third parties. Keysight's competitive position may be harmed if Keysight cannot detect infringement and enforce its intellectual property rights in a timely manner, or at all. In some circumstances, Keysight may choose to not pursue enforcement due to a variety of reasons. In addition, competitors may avoid infringement by designing around Keysight intellectual property rights or by developing non-infringing competing technologies. Intellectual property rights and Keysight's 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 Keysight. Furthermore, some of Keysight's intellectual property is licensed to others, which allows them to compete with Keysight using that intellectual property.

Keysight is or will be subject to ongoing tax examinations of its 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 Keysight's results of operations, financial condition and liquidity.

        Keysight is or will be subject to ongoing tax examinations of its tax returns by the IRS and other tax authorities in various jurisdictions. Keysight regularly assesses the likelihood of adverse outcomes resulting from ongoing tax examinations to determine the adequacy of its 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 Keysight's tax liabilities. The calculation of Keysight's tax liabilities involves uncertainties in the application of complex tax laws and regulations in multiple jurisdictions. The outcomes of any tax examinations could have an adverse effect on Keysight's 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.

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        Keysight's effective tax rate may be adversely impacted by, among other things, changes in the mix of its earnings among countries with differing statutory tax rates, changes in the valuation allowance of deferred tax assets and changes in tax laws. Keysight cannot give any assurance as to what its effective tax rate will be in the future because of, among other things, uncertainty regarding the tax policies of the jurisdictions where Keysight operates. In addition, Keysight may be impacted by changes in tax laws, including tax rate changes, changes to the laws related to the treatment and remittance of foreign earnings, new tax laws and subsequent interpretations of tax law in the United States and other jurisdictions.

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

        Keysight benefits from tax incentives extended to its foreign subsidiaries to encourage investment or employment. Several jurisdictions have granted or are anticipated to grant Keysight tax incentives that require renewal at various times in the future, the most significant being in Singapore. We do not expect incentives granted by other tax authorities to have a material impact on the financial statements. The specific conditions of the tax incentives with Singapore are being negotiated and have not been finally agreed. However, we expect that these conditions will be different from those currently agreed between Agilent and Singapore, and will include achieving different thresholds of employment, ownership of certain assets as well as specific types of investment activities within Singapore. Keysight believes that it will satisfy such conditions in the future.

        Keysight's taxes could increase if the incentives are not granted or renewed upon expiration. If Keysight cannot or does not wish to satisfy all or portions of the tax incentive conditions, it may lose the related tax incentive and could be required to refund tax incentives previously realized. As a result, Keysight's effective tax rate could be higher than it would have been had Keysight maintained the benefits of the tax incentives.

If Keysight suffers a loss to its factories, facilities or distribution system due to catastrophic loss, its operations could be significantly harmed.

        Keysight's 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 Keysight's facilities could be subject to a catastrophic loss caused by earthquake or other natural disasters due to their locations. For example, Keysight's production facilities, headquarters and laboratories in California, and Keysight's 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 Keysight's operations, delay production, shipments and revenue and result in large expenses to repair or replace the facility. If such a disruption were to occur, Keysight could breach its agreements, Keysight's reputation could be harmed and Keysight's business and operating results could be adversely affected. In addition, since Keysight has consolidated its manufacturing facilities, Keysight is more likely to experience an interruption to its operations in the event of a catastrophe in any one location. Although Keysight carries insurance for property damage and business interruption, Keysight does not carry insurance or financial reserves for interruptions or potential losses arising from earthquakes or terrorism. Also, Keysight's third-party insurance coverage will vary from time to time in both type and amount depending on availability, cost and Keysight's decisions with respect to risk retention. Economic conditions and uncertainties in global markets may adversely affect the cost and other terms upon which Keysight is able to obtain third-party insurance. If Keysight's third-party insurance coverage is adversely affected, or to the extent Keysight has elected to self-insure, it may be at a greater risk that its operations will be harmed by a catastrophic loss.

If Keysight experiences a significant disruption in, or breach in security of, its information technology systems, or if Keysight fails to implement new systems and software successfully, its business could be adversely affected.

        Keysight relies 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. Keysight's information technology systems may be susceptible to damage,

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disruptions or shutdowns due to power outages, hardware failures, computer viruses, attacks by computer hackers, telecommunication failures, user errors, catastrophes or other unforeseen events. If Keysight were to experience a prolonged system disruption in the information technology systems that involve Keysight's interactions with customers or suppliers, it could result in the loss of sales and customers and significant incremental costs, which could adversely affect Keysight's business. In addition, security breaches of Keysight's information technology systems could result in the misappropriation or unauthorized disclosure of confidential information belonging to Keysight or its employees, partners, customers or suppliers, which could result in significant financial or reputational damage to Keysight.

Keysight's business and financial results may be adversely affected by various legal and regulatory proceedings.

        Keysight is subject to legal proceedings, lawsuits and other claims in the normal course of business and could become subject to additional claims in the future, some of which could be material. The outcome of existing proceedings, lawsuits and claims may differ from Keysight's expectations because the outcomes of litigation are often difficult to reliably predict. Various factors or developments can lead Keysight to change current estimates of liabilities and related insurance receivables where applicable, or permit Keysight 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 Keysight's business, operating results or financial condition.

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

        In the normal course of business, Keysight may engage in discussions with third parties relating to possible acquisitions, strategic alliances, joint ventures and divestitures. As a result of such transactions, Keysight's financial results may differ from its own or the investment community's expectations in a given fiscal quarter, or over the long term. 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 Keysight to integrate a different company culture, management team and business infrastructure. Keysight may have difficulty developing, manufacturing and marketing the products of a newly acquired company in a way that enhances the performance of Keysight's 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 Keysight's infrastructure, policies and organizations with those of the acquired company.

        In addition, effective internal controls are necessary for Keysight to provide reliable and accurate financial reports and to effectively prevent fraud. Keysight anticipates devoting significant resources and time to comply with the internal control over financial reporting requirements of the Sarbanes-Oxley Act of 2002. However, Keysight cannot be certain that these measures will ensure that it designs, implements and maintains adequate control over its 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 Keysight's control system could harm Keysight's operating results or cause Keysight to fail to meet its financial reporting obligations. Inferior internal controls could also cause investors to lose confidence in Keysight's reported financial information, which could have a negative effect on the trading price of Keysight's stock and Keysight's access to capital.

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        A successful divestiture depends on various factors, including Keysight's ability to:

•

effectively transfer liabilities, contracts, facilities and employees to the purchaser;



•

identify and separate the intellectual property to be divested from the intellectual property that Keysight wishes to keep; and



•

reduce fixed costs previously associated with the divested assets or business.

        In addition, if customers of the divested business do not receive the same level of service from the new owners of the business, this may adversely affect Keysight's other businesses to the extent that these customers continue to purchase other products from Keysight. All of these efforts require varying levels of management resources, which may divert Keysight's attention from other business operations. Further, if market conditions or other factors lead Keysight to change its strategic direction, it may not realize the expected value from such transactions. If Keysight does not realize the expected benefits or synergies of such transactions, its consolidated financial position, results of operations, cash flows and stock price could be negatively impacted.

Keysight's operations require substantial capital.

        Keysight has substantial capital requirements for expansion and repair or replacement of existing facilities or equipment. Although Keysight maintains its production equipment with regular scheduled maintenance, key pieces of equipment may need to be repaired or replaced periodically. The costs of repairing or replacing such equipment and the associated downtime of the affected production line could adversely affect Keysight's operating results and financial condition.

        Keysight believes its capital resources will be adequate to meet its current projected operating needs, capital expenditures and other cash requirements. If for any reason Keysight is unable to provide for its operating needs, capital expenditures and other cash requirements on economic terms, Keysight could experience an adverse effect on its business, operating results and financial condition.

Keysight has substantial cash requirements in the United States, although most of its cash is generated outside of the United States. The failure to maintain a level of cash sufficient to address Keysight's cash requirements in the United States could adversely affect its financial condition and results of operations.

        Although the cash generated in the United States from Keysight's operations is expected to cover its normal operating requirements and debt service requirements, a substantial amount of additional cash may be required for special purposes such as the maturity of Keysight's future debt obligations, any dividends that may be declared, any future stock repurchase programs and any acquisitions. If Keysight encounters a significant need for liquidity domestically or at a particular location that it cannot fulfill through borrowings, equity offerings or other internal or external sources, Keysight may incur unfavorable tax and earnings consequences if Keysight chooses to repatriate cash. These adverse consequences would occur, for example, if the transfer of cash into the United States is taxed and no foreign tax credit is available to offset the U.S. tax liability, resulting in higher taxes. Foreign exchange ceilings imposed by local governments and the sometimes lengthy approval processes that foreign governments require for international cash transfers may delay Keysight's internal cash transfers from time to time. These factors may cause Keysight to have an overall tax rate higher than other companies or higher than Keysight's tax rates have been in the past. Keysight's business, operating results, financial condition and strategic initiatives could be adversely impacted if Keysight were unable to address its U.S. cash requirements through the efficient and timely repatriations of overseas cash or other sources of cash obtained at a cost and on other terms acceptable to Keysight.

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

        Keysight may need to seek additional financing for its general corporate purposes. For example, it may need to increase its investment in R&D activities or need funds to make acquisitions. Keysight may be unable to obtain any desired additional financing on terms favorable to it, if at all. If adequate funds are not available on acceptable terms, Keysight may be unable to fund its expansion, successfully develop or enhance products or respond to competitive pressures, any of which could negatively affect Keysight's business. If Keysight raises additional funds through the issuance of equity securities, its shareholders will experience dilution of their ownership interest. If Keysight raises additional funds by issuing debt, it may be subject to further limitations on its 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 Keysight's cash investments or impair its liquidity.

        As of the distribution, Keysight anticipates having cash and cash equivalents of approximately $700 million 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 Keysight's counterparty financial institutions or funds in which Keysight has invested may adversely impact Keysight's cash and cash equivalent positions and, in turn, its results and financial condition.

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

        Prior to the distribution, Keysight will sponsor several defined benefit pension plans, which will cover many of Keysight's 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 Keysight to make future material plan contributions. Any such contributions could adversely affect Keysight's financial condition.

Risks Related to the Separation

Keysight has no history of operating as an independent company, and Keysight's historical and pro forma financial information is not necessarily representative of the results that it would have achieved as a separate, publicly traded company and may not be a reliable indicator of its future results.

        The historical information about Keysight in this information statement refers to Keysight's business as operated by and integrated with Agilent. Keysight's historical and pro forma financial information included in this information statement is derived from the consolidated financial statements and accounting records of Agilent. Accordingly, the historical and pro forma financial information included in this information statement does not necessarily reflect the financial condition, results of operations or cash flows that Keysight would have achieved as a separate, publicly traded company during the periods presented or those that Keysight will achieve in the future primarily as a result of the factors described below:

•

prior to the separation, Keysight's business has been 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 Keysight such as legal, treasury, accounting, auditing, human resources, corporate affairs and finance. Keysight's historical and pro forma financial results reflect allocations of corporate expenses from Agilent for such functions and are likely to be less

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than the expenses Keysight would have incurred had it operated as a separate publicly traded company. Following the separation, Keysight's cost related to such functions previously performed by Agilent may therefor increase;

•

currently, Keysight's business is integrated with the other businesses of Agilent. Historically, Keysight has shared economies of scope and scale in costs, employees, vendor relationships and customer relationships. Although Keysight's transition agreements with Agilent will take effect upon the separation, these arrangements may not fully capture the benefits that Keysight has enjoyed as a result of being integrated with Agilent and may result in Keysight paying higher charges than in the past for these services. This could have an adverse effect on Keysight's results of operations and financial condition following the completion of the separation;



•

generally, Keysight's working capital requirements and capital for its 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 completion of the separation, Keysight may need to obtain additional financing from banks, through public offerings or private placements of debt or equity securities, strategic relationships or other arrangements;



•

after the completion of the separation, the cost of capital for Keysight's business may be higher than Agilent's cost of capital prior to the separation; and



•

Keysight's historical financial information does not reflect the debt or the associated interest expense that it will incur as part of the separation and distribution.

        Other significant changes may occur in Keysight's 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 Keysight's business and the basis of presentation of the historical combined financial statements and the unaudited pro forma combined financial statements of Keysight's business, see "Unaudited Pro Forma Combined Financial Statements," "Selected Historical Combined Financial Data," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the historical financial statements and accompanying notes included elsewhere in this information statement.

Certain contracts that will need to be assigned from Agilent or its affiliates to Keysight in connection with the separation require the consent of the counterparty to such an assignment, and failure to obtain these consents could increase Keysight's expenses or otherwise reduce Keysight's profitability.

        The separation agreement provides that, in connection with Keysight's separation, a number of contracts are to be assigned from Agilent or its affiliates to Keysight or Keysight's affiliates. Approximately five percent of these contracts require the contractual counterparty's consent to such an assignment. It is possible that some parties may use the consent requirement to seek more favorable contractual terms from Keysight. If Keysight is unable to obtain these consents, Keysight may be unable to obtain some of the benefits, assets and contractual commitments that are intended to be allocated to Keysight as part of the separation. If Keysight is unable to obtain these consents, the loss of these contracts could increase Keysight's expenses or otherwise reduce Keysight's profitability.

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

        The separation and distribution agreement provides for, among other things, indemnification obligations designed to make Keysight financially responsible for any Keysight Liabilities (defined below); the failure of Keysight to pay, perform or otherwise promptly discharge any Keysight 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,

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commitment or understanding by Agilent for the benefit of Keysight, unless related to an Agilent Liability (defined below); any breach by Keysight of the separation agreement or any of the ancillary agreements or any action by Keysight in contravention of its 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 of which this information statement forms a part, this information statement (as amended or supplemented) or any other disclosure document that describes the separation or the distribution or Keysight and its subsidiaries or primarily relates to the transactions contemplated by the separation and distribution agreement, subject to certain exceptions. If Keysight is required to indemnify Agilent under the circumstances set forth in the separation and distribution agreement, Keysight may be subject to substantial liabilities. See "Certain Relationships and Related Person Transactions—The Separation and Distribution Agreement—Indemnification."

In connection with Keysight's separation from Agilent, Agilent will indemnify Keysight for certain liabilities. However, there can be no assurance that the indemnity will be sufficient to insure Keysight 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 Keysight for certain liabilities as discussed further in "Certain Relationships and Related Person Transactions—The Separation and Distribution Agreement—Indemnification." However, third parties could also seek to hold Keysight 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 Keysight 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 coverage to Keysight for liabilities associated with certain occurrences of indemnified liabilities prior to the separation. Moreover, even if Keysight ultimately succeeds in recovering from Agilent or such insurance providers any amounts for which Keysight is held liable, Keysight may be temporarily required to bear these losses. Each of these risks could negatively affect Keysight's business, financial position, results of operations and cash flows.

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

        After the separation, there will be several significant areas where the liabilities of Agilent may become Keysight's obligations. For example, under the 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, Keysight 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 it and Agilent. For a discussion of the tax matters agreement, see "Certain Relationships and Related Person Transactions—Tax Matters Agreement." 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 will have 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

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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. For more information regarding the tax opinion, see "Material U.S. Federal Income Tax Consequences."

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

        Under the tax matters agreement between Agilent and Keysight, Keysight is generally required to indemnify Agilent against taxes incurred by Agilent that arise as a result of Keysight 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, Keysight may also be required to indemnify Agilent for other contingent tax liabilities, which could materially adversely affect Keysight's financial position. For a discussion of the tax matters agreement, see "Certain Relationships and Related Person Transactions—Tax Matters Agreement."

Keysight 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 Keysight has entered into with Agilent, Keysight will be 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, Keysight is prohibited, except in certain circumstances, from entering into acquisition, merger, liquidation, sale and stock redemption transactions with respect to Keysight 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 Keysight's ability to pursue certain strategic transactions or other transactions that it may believe to be in the best interests of its shareholders or that might increase the value of its business. In addition, under the tax matters agreement, Keysight 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 it did not participate in or otherwise facilitate the acquisition. For more information, see "Certain Relationships and Related Person Transactions—Tax Matters Agreement."

After the separation, certain of Keysight's executive officers and directors may have actual or potential conflicts of interest because of their equity interest in Agilent and because certain converted Keysight performance share awards held by them will be earned based on the performance of Agilent.

        The ownership by Keysight's expected executive officers and some of Keysight's expected 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 the expected executive officers and directors of Keysight own Agilent common shares. The individual holdings of common shares may be significant for some of these persons compared to these persons' total assets. Further, the fact that Keysight's expected executive officers will hold certain converted Keysight performance share awards which will be earned

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based on Agilent's performance may create, or may create the appearance of, conflicts of interest. Specifically, the outstanding Agilent performance share awards with a fiscal year 2013-2015 performance period held by Keysight's expected executive officers will be converted into performance share awards with respect to Keysight common stock upon the separation, but will continue to be subject, for the remainder of the performance period, to the same performance criteria (Agilent total shareholder return) as applied immediately prior to the separation. Even though Keysight's board of directors will consist of a majority of directors who are independent, and Keysight's expected executive officers who are currently employees of Agilent will cease to be employees of Agilent upon the separation, continuing ownership of Agilent common shares by Keysight's expected executive officers and some of Keysight's expected directors, and continued application of performance criteria based on Agilent total shareholder return to certain converted Keysight performance share awards held by Keysight's expected executive officers, 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.

Until the separation occurs, Agilent has sole discretion to change the terms of the separation in ways that may be unfavorable to Keysight.

        Until the separation occurs, Keysight will be a wholly owned subsidiary of Agilent. Accordingly, Agilent will effectively have the sole and absolute discretion to determine and change the terms of the separation, including the establishment of the record date for the distribution and the distribution date. These changes could be unfavorable to Keysight. In addition, Agilent may decide at any time not to proceed with the separation and distribution.

Keysight may not achieve some or all of the expected benefits of the separation, and the separation may adversely affect Keysight's business.

        Keysight may not be able to achieve the full strategic and financial benefits expected to result from the separation, or such benefits may be delayed or not occur at all. The separation and distribution is expected to provide the following benefits, among others:

•

a distinct investment identity allowing investors to evaluate the merits, performance and future prospects of Keysight separately from Agilent;



•

more effective pursuit of each company's distinct operating priorities and strategies;



•

more efficient allocation of capital for both Agilent and Keysight;



•

direct access by Keysight to the capital markets; and



•

facilitation of incentive compensation arrangements for employees more directly tied to the performance of the relevant company's business, and potential enhancement of employee hiring and retention by, among other things, improving the alignment of management and employee incentives with performance and growth objectives, while at the same time creating an independent equity structure that will facilitate Keysight's ability to effect future acquisitions utilizing Keysight common stock.

        Keysight may not achieve these and other anticipated benefits for a variety of reasons, including, among others: (i) the separation will require significant amounts of management's time and effort, which may divert management's attention from operating and growing Keysight's business; (ii) following the separation, Keysight may be more susceptible to market fluctuations and other adverse events than if it were still a part of Agilent; (iii) following the separation, Keysight's business will be less diversified and have less scale than Agilent's business prior to the separation; and (iv) the other actions required to separate Agilent's and Keysight's respective businesses could disrupt Keysight's operations. If Keysight fails to achieve some or all of the benefits expected to result from the separation, or if such benefits are delayed, the business, operating results and financial condition of Keysight could be adversely affected.

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Keysight or Agilent may fail to perform under various transaction agreements that have been executed as part of the separation or Keysight may fail to have necessary systems and services in place when certain of the transaction agreements expire.

        In connection with the separation, Keysight and Agilent have entered into a separation agreement and various other agreements, including a services agreement, a tax matters agreement, an employee matters agreement, an intellectual property matters agreement, a trademark license agreement and a real estate matters agreement. The separation agreement, tax matters agreement, employee matters agreement, intellectual property matters agreement, trademark license agreement and real estate matters agreement determine the allocation of assets and liabilities between the companies following the separation for those respective areas and include any necessary indemnifications related to liabilities and obligations. The services agreement provides for the performance of certain services by each company for the benefit of the other for a period of time after the separation. Keysight will rely on Agilent to satisfy its performance and payment obligations under these agreements. If Agilent is unable to satisfy its obligations under these agreements, including its indemnification obligations, Keysight could incur operational difficulties or losses. If Keysight does not have in place its own systems and services, or if Keysight does not have agreements with other providers of these services once certain transaction agreements expire, Keysight may not be able to operate its business effectively and its profitability may decline. Keysight is in the process of creating its own, or engaging third parties to provide, systems and services to replace many of the systems and services that Agilent currently provides to Keysight. However, Keysight may not be successful in implementing these systems and services or in transitioning data from Agilent's systems to Keysight's.

Challenges in the commercial and credit environment may materially adversely affect Keysight's and Agilent's ability to complete the separation.

        Keysight's ability to issue debt or enter into other financing arrangements on acceptable terms could be materially adversely affected if there is a material decline in the demand for Keysight's products or in the solvency of its customers or suppliers or if other significantly unfavorable changes in economic conditions occur. Volatility in the world financial markets could increase borrowing costs or affect Keysight's ability to gain access to the capital markets, all of which could have a material adverse effect on Keysight's or Agilent's ability to complete the separation.

After Keysight's separation from Agilent, Keysight will have debt obligations that could adversely affect its business and its ability to meet its obligations and pay dividends.

        Immediately following the separation, Keysight expects to carry net debt. See "Description of Material Indebtedness." Keysight may also incur additional indebtedness in the future. This significant amount of debt could have important, adverse consequences to Keysight and its investors, including:

•

requiring a substantial portion of Keysight's cash flow from operations to make interest payments;



•

making it more difficult to satisfy other obligations;



•

increasing the risk of a future credit ratings downgrade of Keysight's debt, which could increase future debt costs and limit the future availability of debt financing;



•

increasing Keysight's vulnerability to general adverse economic and industry conditions;



•

reducing the cash flow available to fund capital expenditures and other corporate purposes and to grow Keysight's business;



•

limiting Keysight's flexibility in planning for, or reacting to, changes in its business and the industry; and

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•

limiting Keysight's ability to borrow additional funds as needed or take advantage of business opportunities as they arise, pay cash dividends or repurchase common stock.

        To the extent that Keysight incurs additional indebtedness, the risks described above could increase. In addition, Keysight's actual cash requirements in the future may be greater than expected. Keysight's cash flow from operations may not be sufficient to service its outstanding debt or to repay the outstanding debt as it becomes due, and Keysight may not be able to borrow money, sell assets or otherwise raise funds on acceptable terms, or at all, to service or refinance its debt.

Potential liabilities may arise due to fraudulent transfer considerations, which would adversely affect Keysight's financial condition and its results of operations.

        In connection with the separation and distribution, Agilent has undertaken and will undertake several corporate restructuring transactions which, along with the separation and distribution, may be subject to federal and state fraudulent conveyance and transfer laws. If, under these laws, a court were to determine that, at the time of the separation and distribution, any entity involved in these restructuring transactions or the separation and distribution:

•

was insolvent;



•

was rendered insolvent by reason of the separation and distribution;



•

had remaining assets constituting unreasonably small capital; or



•

intended to incur, or believed it would incur, debts beyond its ability to pay these debts as they matured,

then the court could void the separation and distribution, in whole or in part, as a fraudulent conveyance or transfer. The court could then require Keysight's shareholders to return to Agilent some or all of the shares of Keysight common stock issued in the distribution, or require Agilent or Keysight, as the case may be, to fund liabilities of the other company for the benefit of creditors. The measure of insolvency will vary depending upon the jurisdiction whose law is being applied. Generally, however, an entity would be considered insolvent if the fair value of its assets was less than the amount of its liabilities or if it incurred debt beyond its ability to repay the debt as it matures.

Risks Related to Keysight's Common Stock

Keysight cannot be certain that an active trading market for its common stock will develop or be sustained after the separation, and following the separation, Keysight's stock price may fluctuate significantly.

        A public market for Keysight common stock does not currently exist. Keysight anticipates that on or prior to the record date for the distribution, trading of shares of its common stock will begin on a "when-issued" basis and will continue through the distribution date. However, Keysight cannot guarantee that an active trading market will develop or be sustained for its common stock after the separation. Nor can Keysight predict the prices at which shares of its common stock may trade after the separation. Similarly, Keysight cannot predict the effect of the separation on the trading prices of its common stock or whether the combined market value of the shares of Keysight common stock and the Agilent common shares will be less than, equal to or greater than the market value of Agilent common shares prior to the separation.

        The market price of Keysight common stock may fluctuate significantly due to a number of factors, some of which may be beyond Keysight's control, including:

•

actual or anticipated fluctuations in Keysight's operating results;



•

changes in earnings estimated by securities analysts or Keysight's ability to meet those estimates;

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•

the operating and stock price performance of comparable companies;



•

changes to the regulatory and legal environment in which Keysight operates; and



•

domestic and worldwide economic conditions.

A number of shares of Keysight common stock are or will be eligible for future sale, which may cause Keysight's stock price to decline.

        Any sales of substantial amounts of Keysight common stock in the public market or the perception that such sales might occur, in connection with the distribution or otherwise, may cause the market price of Keysight common stock to decline. Upon completion of the distribution, Keysight expects that it will have an aggregate of approximately 166,816,116 shares of its common stock issued and outstanding. These shares will be freely tradable without restriction or further registration under the U.S. Securities Act of 1933, as amended ("Securities Act"), unless the shares are owned by one or more of Keysight's "affiliates," as that term is defined in Rule 405 under the Securities Act. Keysight is unable to predict whether large amounts of its common stock will be sold in the open market following the distribution. Keysight is also unable to predict whether a sufficient number of buyers would be in the market at that time.

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

        Keysight does not currently expect to pay dividends on its common stock. The payment of any dividends in the future, and the timing and amount thereof, to Keysight shareholders will fall within the discretion of Keysight's board of directors. The board's decisions regarding the payment of dividends will depend on many factors, such as Keysight's financial condition, earnings, capital requirements, debt service obligations, restrictive covenants in Keysight's debt, industry practice, legal requirements, regulatory constraints and other factors that the board deems relevant. For more information, see "Dividend Policy." Keysight's ability to pay dividends will depend on its ongoing ability to generate cash from operations and on its access to the capital markets. Keysight cannot guarantee that it will pay a dividend in the future or continue to pay any dividends if Keysight commences paying dividends.

Your percentage ownership in Keysight may be diluted in the future.

        In the future, your percentage ownership in Keysight may be diluted because of equity issuances for acquisitions, capital market transactions or otherwise, including equity awards that Keysight will be granting to Keysight's directors, officers and employees and purchases of shares from Keysight through Keysight's employee stock purchase plan. Keysight's employees will have options to purchase shares of its common stock after the distribution as a result of conversion of their Agilent stock options to Keysight stock options. Keysight employees will also have stock-based awards for Keysight common stock after the distribution as a result of conversion of their Agilent stock-based awards to Keysight stock-based awards. The conversion of Agilent stock options and stock-based awards held by Keysight employees into Keysight stock options and stock-based awards, respectively, is described in further detail in the section entitled "Treatment of Equity-Based Compensation Awards at the Time of the Separation." As of the date of this information statement, the exact number of shares of Keysight common stock that will be subject to the converted Keysight options and stock-based awards is not determinable, and, therefore, it is not possible to determine the extent to which your percentage ownership in Keysight could by diluted as a result of the converted Keysight options and stock-based awards. Keysight anticipates its compensation committee will grant additional stock options or other stock-based awards to its employees and directors after the distribution, from time to time, under Keysight's employee benefits plans. Such awards will have a dilutive effect on Keysight's earnings per share, which could adversely affect the market price of Keysight's common stock.

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        In addition, Keysight's amended and restated certificate of incorporation will authorize Keysight to issue, without the approval of Keysight's shareholders, one or more classes or series of preferred stock having such designation, powers, preferences and relative, participating, optional and other special rights, including preferences over Keysight's common stock respecting dividends and distributions, as Keysight's board of directors generally may determine. The terms of one or more classes or series of preferred stock could dilute the voting power or reduce the value of Keysight's common stock. For example, Keysight could grant the holders of preferred stock the right to elect some number of Keysight's directors in all events or on the happening of specified events or the right to veto specified transactions. Similarly, the repurchase or redemption rights or liquidation preferences that Keysight could assign to holders of preferred stock could affect the residual value of the common stock. See "Description of Keysight's Capital Stock."

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

        Keysight's amended and restated certificate of incorporation and amended and restated bylaws will 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 Keysight's board of directors rather than to attempt a hostile takeover. These provisions include, among others:

•

the inability of Keysight's shareholders to call a special meeting;



•

the inability of Keysight's 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 Keysight's board to issue preferred stock without shareholder approval;



•

the division of Keysight's 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 Keysight's directors, and not shareholders, to fill vacancies on Keysight's board of directors; and



•

the requirement that the affirmative vote of shareholders holding at least 80% of Keysight's voting stock is required to amend certain provisions in Keysight's amended and restated certificate of incorporation (relating to the number, term and removal of its directors, the filling of its 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 Keysight's shareholders and amendments of the certificate of incorporation) and certain provisions in Keysight's 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 Keysight's directors, the filling of its board vacancies, director and officer indemnification and amendments of the bylaws).

        In addition, because Keysight has 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 you may favor. Section 203 provides that, subject to limited exceptions, persons that acquire, or are affiliated

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

        Keysight believes these provisions will protect its shareholders from coercive or otherwise unfair takeover tactics by requiring potential acquirers to negotiate with Keysight's board of directors and by providing Keysight's board of directors with more time to assess any acquisition proposal. These provisions are not intended to make Keysight 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 Keysight's board of directors determines is not in the best interests of Keysight and Keysight's shareholders. These provisions may also prevent or discourage attempts to remove and replace incumbent directors.

        In addition, an acquisition or further issuance of Keysight's stock could trigger the application of Section 355(e) of the Code. For a discussion of Section 355(e) of the Code, see "Material U.S. Federal Income Tax Consequences." Under the tax matters agreement, Keysight would be required to indemnify Agilent for the resulting tax, and this indemnity obligation might discourage, delay or prevent a change of control that you may consider favorable.

Keysight's amended and restated certificate of incorporation will designate 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 Keysight's shareholders, which could discourage lawsuits against Keysight and Keysight's directors and officers.

        Keysight's amended and restated certificate of incorporation will 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 behalf of Keysight, any action asserting a claim of breach of a fiduciary duty owed by any director or officer of Keysight to Keysight or Keysight's shareholders, any action asserting a claim against Keysight or any director or officer of Keysight 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 Keysight or any director or officer of Keysight governed by the internal affairs doctrine. This exclusive forum provision may limit the ability of Keysight's shareholders to bring a claim in a judicial forum that such shareholders find favorable for disputes with Keysight or Keysight's directors or officers, which may discourage such lawsuits against Keysight and Keysight's directors and officers.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

        This information statement and other materials Agilent and Keysight have filed or will file with the SEC contain, or will contain, certain forward-looking statements regarding business strategies, market potential, future financial performance and other matters. The words "will," "should," "believe," "expect," "anticipate," "project" and similar expressions, among others, generally identify "forward-looking statements," which speak only as of the date the statements were made. The matters discussed in these forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those projected, anticipated or implied in the forward-looking statements. In particular, information included under "Risk Factors," "Management's Discussion and Analysis of Financial Condition and Results of Operations," "Business," and "The Separation and Distribution" contain forward-looking statements. Where, in any forward-looking statement, an expectation or belief as to future results or events is expressed, such expectation or belief is based on the current plans and expectations of Keysight's management and expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. Except as may be required by law, Keysight undertakes no obligation to modify or revise any forward-looking statements to reflect events or circumstances occurring after the date of this information statement. Factors that could cause actual results or events to differ materially from those anticipated include, but are not limited to, the matters described under "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations."

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DIVIDEND POLICY

        Keysight does not currently expect to pay dividends on its common stock. The payment of any dividends in the future, and the timing and amount thereof, is within the discretion of Keysight's board of directors. The board's decisions regarding the payment of dividends will depend on many factors, such as Keysight's financial condition, earnings, capital requirements, debt service obligations, restrictive covenants in Keysight's debt, industry practice, legal requirements, regulatory constraints and other factors that the board deems relevant. Keysight's ability to pay dividends will depend on its ongoing ability to generate cash from operations and on its access to the capital markets. Keysight cannot guarantee that it will pay a dividend in the future or continue to pay any dividends if Keysight commences paying dividends.

        Keysight understands that Agilent currently expects to maintain approximately the same dividend yield on its common stock following the distribution, which would result in a lower per share dividend if the trading price of Agilent common stock decreases following the distribution. As a result, Keysight expects that holders of (i) one Agilent common share and (ii) 0.5 shares of Keysight common stock after the distribution (representing the number of shares of Keysight common stock to be received per share of Agilent common stock in the distribution) will receive a smaller aggregate dividend than holders of one share of Agilent common stock historically received before the distribution.

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CAPITALIZATION

        The following table sets forth the capitalization of the Electronic Measurement Business of Agilent on an historical basis and on a pro forma basis to give effect to the separation and distribution and the transactions related to the separation and distribution as if they occurred on July 31, 2014. You can find an explanation of the pro forma adjustments made to our historical combined financial statements under "Unaudited Pro Forma Combined Financial Statements." You should review the following table in conjunction with the "Unaudited Pro Forma Combined Financial Statements," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and our historical unaudited combined financial statements and accompanying notes included elsewhere in this information statement. The historical financial information may not necessarily reflect what our capitalization would have been had we been an independent, publicly traded company during the period presented and is not necessarily indicative of our future capitalization.

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UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

        The following unaudited pro forma combined financial statements consist of unaudited pro forma combined statements of operations for the nine months ended July 31, 2014 and for the year ended October 31, 2013 and an unaudited pro forma combined balance sheet as of July 31, 2014. The unaudited pro forma combined financial statements reported below should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations," and the historical combined annual and interim financial statements and the corresponding notes included elsewhere in this information statement.

        The unaudited pro forma combined financial statements are derived from the historical combined annual and condensed interim financial statements of the Electronic Measurement Business of Agilent and reflect adjustments in connection with our separation from Agilent and related financing and other transactions. The statements are for informational purposes only and do not purport to represent what our financial position and results of operations actually would have been had the separation and distribution occurred on the dates indicated, or to project our financial performance for any future period.

        The unaudited pro forma combined balance sheet assumes that our separation from Agilent occurred as of July 31, 2014. The unaudited pro forma combined statements of operations for the nine months ended July 31, 2014 and for the year ended October 31, 2013 assume that the separation occurred as of November 1, 2012.

        Agilent did not account for us as, and the business was not operated as, a separate, independent company for the periods presented. We expect to experience changes in our ongoing cost structure when we become an independent, publicly traded company. For example, Agilent currently allocates expenses to us arising from shared services and infrastructure costs. Our historical combined financial statements include allocations of these expenses from Agilent. However, these costs may not be representative of the future costs we will incur as an independent public company.

        The unaudited pro forma combined statements of operations for the nine months ended July 31, 2014 and for the year ended October 31, 2013 and the unaudited pro forma combined balance sheet as of July 31, 2014 have been adjusted to give effect to the following transactions:

•

incurrence of certain indebtedness;



•

receipt of $700 million cash partially derived from separation-related financing;



•

the removal of non-recurring pre-separation and transaction costs that were incurred that are directly related to the separation of Keysight from Agilent;



•

transfer of net liabilities between Agilent and us, including certain employee benefit plan and other obligations net of any related assets. Our estimates may change as we approach the distribution date and continue to refine our estimates of the net liability transfers as of that date. The discount rate assumptions reflect the rate at which pension and post-retirement obligations were calculated based on the measurement date of the plans, which is August 1, 2014. The actual assumed net benefit plan obligations could change based on final asset transfers;



•

the net transfer of various corporate and other assets and liabilities not included in our historical condensed combined balance sheet;



•

the issuance of approximately 167 million shares of Keysight common stock. This number of shares is based on the number of Agilent common shares outstanding on July 31, 2014 and a distribution ratio of one share of our common stock for every two shares of Agilent common stock; and



•

the impact of the separation agreement, the tax matters agreement, the services agreement, the employee matters agreement, including pension and postretirement benefit plans, and other commercial agreements between us and Agilent.

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        The pro forma adjustments are based on available information and assumptions that management believes are reasonable; however, such adjustments are subject to change based on the final terms of the distribution and the agreements that define our relationship with Agilent after the distribution. In addition, such adjustments are estimates and may not prove to be accurate.

        Included in our historical combined statement of operations for the nine months ended July 31, 2014 and the year ended October 31, 2013 are non-recurring transaction and pre-separation costs totaling $51 million and $2 million, respectively, related to the separation and transition from Agilent which have been allocated to us by Agilent. We expect to recognize additional transaction and separation costs, which are currently estimated to range from $51 million to $65 million, of which $26 million to $30 million is expected to be recognized in the fourth quarter of fiscal year 2014. These costs, which have not been included in the unaudited pro forma combined financial statements, are expected to include, among other things, branding, legal, accounting and other advisory fees and other costs to separate and transition from Agilent.

        We also expect to experience changes in our ongoing cost structure when we become an independent, publicly traded company. For example, our historical combined financial statements include allocations of certain expenses from Agilent, including expenses related to information technology, accounting and legal services, real estate and facilities, corporate advertising, insurance services, treasury and other corporate and infrastructure services. These costs may not be representative of the future costs we will incur as an independent, publicly traded company. We also expect to incur certain incremental costs as an independent, publicly traded company as compared to the costs historically allocated to us by Agilent. These incremental costs, which are estimated to be $10 million to $15 million on an annual pre-tax basis, are incremental to those costs previously incurred by us. For a description of the allocation of expenses to us by Agilent, see Note 3, "Transactions with Agilent," to our audited combined financial statements included elsewhere in this information statement. No pro forma adjustment has been made to the unaudited pro forma combined financial statements to reflect the additional costs, as they are projected amounts based on judgmental estimates.

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THE ELECTRONIC MEASUREMENT BUSINESS OF AGILENT TECHNOLOGIES, INC.

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED JULY 31, 2014

(in millions, except per share amounts)

See accompanying notes to unaudited pro forma combined financial statements.

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THE ELECTRONIC MEASUREMENT BUSINESS OF AGILENT TECHNOLOGIES, INC.

UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED OCTOBER 31, 2013

(in millions, except per share amounts)

See accompanying notes to unaudited pro forma combined financial statements.

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THE ELECTRONIC MEASUREMENT BUSINESS OF AGILENT TECHNOLOGIES, INC.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF JULY 31, 2014

(in millions)

See accompanying notes to unaudited pro forma combined financial statements.

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THE ELECTRONIC MEASUREMENT BUSINESS OF AGILENT TECHNOLOGIES, INC.

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

The unaudited pro forma combined financial statements as of July 31, 2014 and for the nine months ended July 31, 2014 and for the year ended October 31, 2013 include the following adjustments:

        (A)  Reflects the removal of non-recurring transaction and pre-separation costs incurred in the historical periods that are directly related to the separation of Keysight from Agilent.

        (B)  Reflects interest expense related to approximately $1,100 million of long-term debt expected to be issued by Keysight. Based on current market conditions and Keysight's currently expected debt rating, the interest rate on the debt is expected to be approximately 4.25 percent. Interest expense was calculated assuming constant debt levels throughout the periods. Interest expense may be higher or lower if Keysight's actual interest rate or market conditions change. A 0.125 percent change to the annual interest rate would change interest expense by approximately $1 million on an annual basis.

        (C)  Reflects the tax effects of the tax deductible pro forma adjustments at the applicable jurisdictional statutory income tax rates.

        (D)  The pro forma weighted-average number of Keysight shares used to compute pro forma basic net income per share for the year ended October 31, 2013 and for the nine months ended July 31, 2014 is based on the weighted-average number of Agilent shares outstanding for the year ended October 31, 2013 and for the nine months ended July 31, 2014, respectively, applying a distribution ratio of one share of Keysight common stock for every two shares of Agilent common stock outstanding.

        (E)  The pro forma weighted-average number of Keysight shares used to compute pro forma diluted net income per share is based on the weighted-average number of basic shares of Keysight common stock as described in note (D) above, plus incremental shares assuming exercise of dilutive outstanding options and restricted stock awards granted to our employees under Agilent's stock based compensation programs. The actual effect of the dilution on a go-forward basis will depend on various factors, including the employment of our personnel in one company or the other and the value of the equity awards at the time of distribution. We cannot fully estimate the dilutive effects at this time, although we believe an estimate based on applying the distribution ratio as described in note (D) above to the Agilent weighted-average shares outstanding for diluted EPS provides a reasonable approximation of the potential dilutive effect of the equity awards.

        (F)  Certain of our eligible employees participate in retirement plans and post-retirement pension plans offered by Agilent. When we become a stand-alone independent company, we will assume these obligations and provide benefits directly. Agilent will transfer to us the plan liabilities and assets associated with our active and retired and other former employees. The net benefit obligations we will assume will result in our recording an estimated net unfunded benefit plan liability of $182 million and net funded benefit plan assets of $57 million, which are based on the actual discount rates and plan assumptions determined as of the transfer date, accumulated other comprehensive income losses, net of tax, of $269 million, $47 million of related deferred tax assets and $21 million of related deferred tax liabilities. These estimates will change based on the final asset values on the transfer date.

        (G)  Reflects the expected issuance of approximately $1,100 million aggregate principal in (senior) notes. Following the senior note issuance and in accordance with the separation agreement, Keysight is expected to distribute $900 million in cash to Agilent.

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        (H)  Reflects the following adjustments to cash and cash equivalents (in millions):

        (I)   Represents the issuance of approximately 167 million common shares at a par value of $0.01 per share. The number of common shares is based on the number of Agilent common shares outstanding on July 31, 2014 and a distribution ratio of one share of Keysight common stock for every two shares of Agilent common stock.

        (J)   On the separation and distribution date, Agilent's net investment in Keysight will be redesignated as Keysight shareholders equity and will be allocated between common stock and additional paid-in capital based on the number of shares of Keysight common stock outstanding at the distribution date. The cash distribution and contribution described in notes (G) and (H) will impact Agilent's net investment in Keysight prior to the redesignation of the investment as Keysight shareholder's equity.

        (K)  Reflects various corporate assets and liabilities to be transferred to (from) Keysight as follows: