Keysight Spin-Off FAQ

Spin-off of Keysight Technologies Through the Distribution of Keysight Shares to Agilent Stockholders

1.What will happen in the distribution?
2.What will Agilent stockholders receive in the distribution?
3.What happens if an Agilent stockholder sells his or her Agilent common stock before the distribution date?
4.What do Agilent stockholders have to do to receive the shares of Keysight in the distribution?
5.How will Agilent stockholders receive their shares of Keysight?
6.What about stockholders who hold Agilent common stock through a bank, broker or other nominee?
7.How will Keysight ordinary shares trade?
8.How does the distribution affect the number of shares of Agilent common stock that a stockholder currently owns?
9.How will the distribution affect the market price of Agilent common stock?
10.What are the income tax consequences of the distribution to Agilent stockholders?
11.Who will be the distribution agent, transfer agent, registrar, and information agent for the Keysight common stock?
12.How will I determine my tax basis for Agilent shares and for Keysight shares I receive in the distribution?
1. What will happen in the distribution?
 Agilent will distribute all of the outstanding shares of Keysight common stock to Agilent shareholders on a pro rata basis in a distribution intended to be tax-free for U.S. federal income tax purposes. After the distribution, Keysight will be an independent, publically traded company, and Agilent will retain no ownership interest.

2. What will Agilent stockholders receive in the distribution?
  Each Agilent stockholder will be entitled to receive one share of Keysight common stock for every two shares of Agilent common stock owned at 5 p.m. Eastern time on Oct. 22, 2014 (the record date for the distribution). The distribution will be made on Nov. 1, 2014 (the distribution date).

Agilent stockholders will only receive whole shares of Keysight and will not receive any fractional shares in connection with the distribution. Agilent stockholders who are entitled to a fractional share of Keysight will receive cash in lieu of the fractional share. Agilent's transfer agent will aggregate all of the fractional shares of each stockholder and sell them, through a broker-dealer that is unaffiliated with either Agilent or Keysight, in the open market at the then-prevailing prices. Agilent stockholders will then receive a check in the amount of the pro rata share of the total net proceeds of that sale to which they are entitled.

3. What happens if an Agilent stockholder sells his or her Agilent common stock before the distribution date?
 Anyone who sells their Agilent common stock after the record date but before the distribution date will be able to sell their Agilent shares with or without the right to receive the Keysight shares.

Stockholders who sell their Agilent shares in the "regular-way" market (i.e., the normal trading market on the New York Stock Exchange under the symbol "A") after the record date and before the distribution date will be selling their right to receive shares of Keysight in connection with the distribution, and, therefore, will not receive shares of Keysight in connection with the distribution.

Stockholders who sell their Agilent shares in the "when-issued" market (i.e., trading in Agilent's shares without the right to receive Keysight ordinary shares) will retain their right to receive shares of Keysight in connection with the distribution. Agilent stockholders are encouraged to consult with their financial advisors regarding the specific implications of selling Agilent common stock before the distribution date.

4. What do Agilent stockholders have to do to receive the shares of Keysight in the distribution?
 Shareholders of Agilent as of the record date for the distribution will not be required to take any action to receive Keysight common stock in the distribution. This is an automatic process. On the distribution date, Computershare, the transfer and disbursing agent, will cause common stock of Keysight to which each Agilent stockholder is entitled to be registered in the names of those stockholders or in the “street name” of their bank or brokerage firms.

5. How will Agilent stockholders receive their shares of Keysight?
 Agilent stockholders will receive shares of Keysight common stock through the same channels that they currently use to hold or trade Agilent common shares, whether through a brokerage account, 401(k) plan or other channel. Receipt of Keysight shares will be documented for you in the same manner that you typically receive shareholder updates, such as monthly broker statements and 401(k) statements.

If you own Agilent common shares as of the close of business on the record date for the distribution, including shares owned in certificate form or through the Agilent dividend reinvestment plan, Agilent, with the assistance of Computershare Trust Company, N.A., the settlement and distribution agent, will electronically distribute shares of Keysight common stock to you or to your brokerage firm on your behalf in book-entry form. Computershare will mail you a book-entry account statement that reflects your shares of Keysight common stock, or your bank or brokerage firm will credit your account for the shares.

6. What about stockholders who hold Agilent common stock through a bank, broker or other nominee?
  Agilent stockholders who hold shares of Agilent through a bank, broker or other nominee are probably not registered holders of Agilent common stock, and, therefore, their receipt of Keysight common stock depends on each such holder's arrangements with the nominee that holds his or her shares of Agilent common stock. Agilent anticipates that nominees generally will credit their customers' accounts shortly after the distribution. We encourage you to contact your bank, broker or other nominee if you have any questions regarding the mechanics of having shares of Keysight posted to your account.

7. How will Keysight ordinary shares trade?
 Keysight anticipates that a "when-issued" market (i.e., trading by Agilent stockholders of the Keysight shares to be distributed by Agilent) 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.’’

8. How does the distribution affect the number of shares of Agilent common stock that a stockholder currently owns?
  The distribution itself has no effect on the number of shares of Agilent common stock currently held by its stockholders. Agilent and Keysight are separate companies and, other than the distribution, Agilent common stock and Keysight common stock are not related.

9. How will the distribution affect the market price of Agilent common stock?
  When the distribution occurs, the market price of Agilent common stock may be expected to decrease, reflecting the full separation of Keysight from Agilent.

10. What are the income tax consequences of the distribution to Agilent stockholders?
 Except for any cash received in lieu of a fractional Keysight ordinary share, we anticipate that a U.S. stockholder will not recognize any income, gain or loss as a result of the receipt of Keysight shares in the distribution. Any cash received in lieu of a fractional Keysight share will be treated as a taxable sale of the fractional share for U.S. Federal income tax purposes. Gain or loss will be recognized upon a subsequent sale of Keysight shares received in the distribution. More information on the U.S. Federal income tax consequences of the distribution will be provided in the information statement that will be mailed to Agilent stockholders and made available on Agilent's website following the record date. The tax consequences of the distribution to non-U.S. stockholders depend on the laws applicable to such stockholders. Stockholders, particularly non-U.S. stockholders, should consult with a personal tax advisor to determine the tax impact, if any, of the distribution.

11. Who will be the distribution agent, transfer agent, registrar, and information agent for the Keysight common stock?
 The distribution agent, transfer agent and registrar for the Keysight common stock will be Computershare Trust Company, N.A. For questions relating to the transfer or mechanics of the stock distribution, you should contact:

Computershare
211 Quality Circle, Suite 210
College Station, TX 77845
(877) 373-6374

12. How will I determine my tax basis for Agilent shares and for Keysight shares I receive in the distribution?
 Keysight Distribution Tax Basis Letter
IRS Basis Form 8937

For U.S. federal income tax purposes, your aggregate basis of the common shares that you hold in Agilent and the new Keysight common stock received in the distribution (including any fractional share interest in Keysight common stock for which cash is received) will equal the aggregate basis in the Agilent common shares held by you immediately before the distribution, allocated between your Agilent common shares and the Keysight common stock (including any fractional share interest in Keysight common stock for which cash is received) you receive in the distribution in proportion to the relative fair market value of each on the distribution date.

You should consult your tax advisor about the particular consequences of the distribution to you, including the application of the tax basis allocation rules and the application of state, local and foreign tax laws.