KEYSIGHT TECHNOLOGIES, INC. Financial Information Index of Schedules

Transcription

1 Financial Information Index of Schedules Financial Statements: Page Condensed Consolidated Statement of Operations - Three months ended 2017 and Condensed Consolidated Statement of Operations - Nine months ended 2017 and Condensed Consolidated Statement of Comprehensive Income - Three and nine months ended 2017 and Condensed Consolidated Balance Sheet as of 2017 and October 31, Condensed Consolidated Statement of Cash Flows - Three and nine months ended 2017 and Supplemental Data: Communications Solutions Group (CSG) Segment Results 6 Electronic Industrial Solutions Group (EISG) Segment Results 7 Ixia Solutions Group (ISG) Segment Results 8 Services Solutions Group (SSG) Segment Results 9 Reconciliations: QTD and YTD Gross Profit and operating margin - GAAP to non-gaap 10 QTD and YTD operating expenses - GAAP to non-gaap 11 Non-GAAP Net Income and Diluted EPS Reconciliations 12 Reconciliation of Revenue excluding the impacts of currency and acquisitions 13 Segment revenue reconciliations 14 Reconciliation of non-gaap revenue by region 15 Reconciliation of segment revenue and non-gaap revenue by region 16 Reconciliation of non-gaap core revenue by segment and region 17 Reconciliation of non-gaap revenue by end market 18 Free Cash Flow 19 Non-GAAP Financial Measures 20 Fiscal Periods Q3 '16 - Three months ended 2016 Q4 '16 - Three months ended October 31, 2016 Q1 '17 - Three months ended January 31, 2017 Q2 '17 - Three months ended April 30, 2017 Q3 '17 - Three months ended 2017

2 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (In millions, except per share amounts) Three Months Ended Percent Inc/(Dec) Orders $ 879 $ % Net revenue $ 832 $ % Costs and expenses: Cost of products and services % Research and development % Selling, general and administrative % Other operating expense (income), net (3) (4) (5)% Total costs and expenses % Income (loss) from operations (4) 106 (103)% Interest income % Interest expense (22) (11) 92 % Other income (expense), net (1) 1 (119)% Income (loss) before taxes (25) 97 (125)% Provision (benefit) for income taxes (7) 6 (203)% Net income (loss) $ (18) $ 91 (120)% Net income (loss) per share: Basic $ (0.10) $ 0.54 Diluted $ (0.10) $ 0.53 Weighted average shares used in computing net income (loss) per share: Basic Diluted Page 1

3 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS (In millions, except per share amounts) Nine Months Ended Percent Inc/(Dec) Orders $ 2,379 $ 2, % Net revenue $ 2,311 $ 2,167 7 % Costs and expenses: Cost of products and services 1, % Research and development % Selling, general and administrative % Other operating expense (income), net (86) (22) 301 % Total costs and expenses 2,111 1, % Income from operations (33)% Interest income % Interest expense (58) (35) 65 % Other income (expense), net % Income before taxes (44)% Provision for income taxes 9 25 (60)% Net income $ 140 $ 243 (43)% Net income per share: Basic $ 0.78 $ 1.43 Diluted $ 0.78 $ 1.41 Weighted average shares used in computing net income per share: Basic Diluted Page 2

4 CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (In millions) Three Months Ended Nine Months Ended Net income (loss) $ (18) $ 91 $ 140 $ 243 Other comprehensive income (loss), net of tax: Unrealized gain (loss) on investments 2 4 (5) Unrealized gain (loss) on derivative instruments 1 (3) 2 (4) Amounts reclassified into earnings related to derivative instruments (1) 1 6 Foreign currency translation 15 (1) 30 Net defined benefit pension cost and post retirement plan costs: Change in actuarial net loss Change in net prior service credit (4) (4) (12) (12) Other comprehensive income Total comprehensive income $ 5 $ 95 $ 186 $ 289 Page 3

5 CONDENSED CONSOLIDATED BALANCE SHEET (In millions, except par value and share amounts) ASSETS October 31, (unaudited) Current assets: Cash and cash equivalents $ 873 $ 783 Short-term investments 3 Accounts receivable, net Inventory Other current assets Total current assets 2,158 1,854 Property, plant and equipment, net Goodwill 1, Other intangible assets, net Long-term investments Long-term deferred tax assets Other assets Total assets $ 5,840 $ 3,796 LIABILITIES AND EQUITY Current liabilities: Current portion of long-term debt $ 40 $ Accounts payable Employee compensation and benefits Deferred revenue Income and other taxes payable Other accrued liabilities Total current liabilities Long-term debt 2,047 1,093 Retirement and post-retirement benefits Long-term deferred revenue Other long-term liabilities Total liabilities 3,621 2,283 Total Equity: Preferred stock; $0.01 par value; 100 million shares authorized; none issued and outstanding Common stock; $0.01 par value, 1 billion shares authorized; 188 million shares at 2017 and 172 million shares at October 31, 2016, issued 2 2 Treasury stock at cost; 2.3 million shares at 2017 and (62) (62) October 31, 2016 respectively Additional paid-in-capital 1,772 1,242 Retained earnings 1, Accumulated other comprehensive loss (572) (618) Total stockholders' equity 2,219 1,513 Total liabilities and equity $ 5,840 $ 3,796 Page 4

6 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (In millions) Three Months Ended Nine Months Ended Cash flows from operating activities: Net income (loss) $ (18) $ 91 $ 140 $ 243 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization Share-based compensation Excess tax (benefit) deficiency from share-based plans Debt issuance expense (2) 4 (4) 4 9 Deferred taxes (30) 2 (43) 5 Excess and obsolete inventory related charges Gain on sale of land (8) (10) Asset impairment 7 Other non-cash expenses, net Changes in assets and liabilities: Accounts receivable 4 (13) 14 (16) Inventory 20 (12) 10 (23) Accounts payable (11) (17) (38) Employee compensation and benefits (33) (10) (33) 1 Income tax payable Retirement and post-retirement benefits, net (4) (13) (78) (38) Other assets and liabilities 47 (20) 34 (12) Net cash provided by operating activities (a) Cash flows from investing activities: Investments in property, plant and equipment Acquisition of businesses & intangibles assets, net of cash acquired Proceeds from sale of land Proceeds from sale of investments Other investing activities Net cash used in investing activities (21) (14) (54) (76) (20) (1,642) (10) (1) (1) (1) (4) (14) (1,646) (76) Cash flows from financing activities: Issuance of common stock under employee stock plans Issuance of common stock under public offering Treasury stock repurchases (22) (62) Proceeds from short term borrowings 170 Proceeds from long term borrowings 1,069 Repayment of debt (240) (1) (240) (1) Debt Issuance costs (16) Excess tax benefit (deficiency) from share-based plans 2 (4) 4 (4) Net cash provided by/(used in) financing activities Effect of exchange rate movements (208) (9) 1,482 (25) 4 (1) 5 5 Net increase (decrease) in cash and cash equivalents Cash and cash equivalents at beginning of the period Cash and cash equivalents at end of the period (110) $ 873 $ 664 $ 873 $ 664 (a) Cash payments included in operating activities: Income tax payments, net Interest payment on borrowings (9) (9) (43) (17) (2) (24) (22) Page 5

7 COMMUNICATIONS SOLUTIONS GROUP (CSG) (In millions, except margins data) FY 2017 Q1 Q2 Q3 Q4 Total Net revenue $ 434 $ 424 $ 418 $ 1,276 Gross margin, % 60.5% 61.3% 61.2% 61.0% Income from operations $ 72 $ 75 $ 66 $ 213 Operating margin, % 16.7% 17.6% 15.7% 16.7% FY 2016 Q1 Q2 Q3 Q4 Total Net revenue $ 440 $ 446 $ 424 $ 442 $ 1,752 Gross margin, % 60.1% 61.1% 61.7% 60.3% 60.8% Income from operations $ 78 $ 84 $ 77 $ 75 $ 314 Operating margin, % 17.7% 18.9% 18.1% 17.1% 17.9% Net revenue for Communications Solutions Group excludes the impact of fair value adjustments to acquisition related deferred revenue balances for the Anite acquisition. Segment revenue and income from operations are consistent with the respective non-gaap measures as discussed on Page 20. Page 6

8 ELECTRONIC INDUSTRIAL SOLUTIONS GROUP (EISG) (In millions, except margins data) FY 2017 Q1 Q2 Q3 Q4 Total Net revenue $ 192 $ 220 $ 218 $ 630 Gross margin, % 59.9% 61.8% 61.1% 61.0% Income from operations $ 42 $ 57 $ 55 $ 154 Operating margin, % 21.7% 26.1% 25.3% 24.5% FY 2016 Q1 Q2 Q3 Q4 Total Net revenue $ 191 $ 193 $ 191 $ 201 $ 776 Gross margin, % 57.2% 59.4% 60.7% 59.6% 59.2% Income from operations $ 38 $ 40 $ 44 $ 47 $ 169 Operating margin, % 19.7% 20.9% 23.1% 23.3% 21.8% Segment revenue and income from operations are consistent with the respective non-gaap measures as discussed on Page 20. Page 7

9 (In millions, except margins data) KEYSIGHT TECHNOLOGIES, INC. IXIA SOLUTIONS GROUP (ISG) FY 2017 Q1 Q2 (a) Q3 Q4 Total Net revenue $ 12 $ 120 $ 132 Gross margin, % 77.1% 77.0% 77.0% Loss from operations $ (2) $ 24 $ 22 Operating margin, % -12.9% 19.9% 16.8% (a) The Ixia Solutions Group operating results include activity for 13 days during the period, from the date of acquisition, April 18, 2017, through April 30, Net revenue for Ixia Solutions Group excludes the impact of fair value adjustments to acquisition related deferred revenue balances for the Ixia acquisition. Segment revenue and income from operations are consistent with the respective non-gaap measures as discussed on Page 20. Page 8

10 SERVICES SOLUTIONS GROUP (SSG) (In millions, except margins data) FY 2017 Q1 Q2 Q3 Q4 Total Net revenue $ 100 $ 102 $ 107 $ 309 Gross margin, % 39.4% 40.9% 41.8% 40.7% Income from operations $ 14 $ 17 $ 19 $ 50 Operating margin, % 14.4% 16.2% 18.1% 16.3% FY 2016 Q1 Q2 Q3 Q4 Total Net revenue $ 95 $ 96 $ 103 $ 108 $ 402 Gross margin, % 39.6% 39.3% 42.4% 42.2% 40.9% Income from operations $ 13 $ 11 $ 19 $ 20 $ 63 Operating margin, % 13.9% 11.2% 18.7% 18.1% 15.6% Segment revenue and income from operations are consistent with the respective non-gaap measures as discussed on Page 20. Page 9

11 NON-GAAP GROSS PROFIT AND OPERATING MARGIN RECONCILIATIONS (In millions) Reconciliation of Gross Profit to Non-GAAP Gross Profit Three Months Ended Nine Months Ended Gross Profit, as reported $ 411 $ 406 $ 1,228 $ 1,204 Amortization of acquisition-related balances Share-based compensation Acquisition and integration costs Acquisition-related compensation expense 1 Restructuring and related costs 1 Other 7 2 Non-GAAP Gross Profit $ 526 $ 421 $ 1,390 $ 1,257 GAAP Gross Margin 49.4% 56.8% 53.1% 55.6% Non-GAAP Gross Margin 60.9% 58.7% 59.2% 57.7% Reconciliation of Income from Operations to Non-GAAP Income from Operations Three Months Ended Nine Months Ended Income (loss) from operations, as reported $ (4) $ 106 $ 200 $ 299 Amortization of acquisition-related balances Share-based compensation Acquisition and integration costs Acquisition-related compensation expense 28 Separation and related costs Japan pension settlement gain (68) Restructuring and related costs 3 6 Other 2 (1) 2 (7) Non-GAAP income from operations $ 164 $ 140 $ 439 $ 404 GAAP Operating Margin -0.4% 14.9% 8.7% 13.8% Non-GAAP Operating Margin 19.0% 19.5% 18.7% 18.5% Please refer Page 20 for discussion on our non-gaap financial measures. Page 10

12 NON-GAAP OPERATING EXPENSES RECONCILIATIONS (In millions) Reconciliation of research & development expenses to non-gaap research & development expenses Three Months Ended Nine Months Ended Research & development expenses, as reported $ 132 $ 104 $ 359 $ 320 Amortization of acquisition-related balances (2) (2) Share-based compensation (2) (2) (7) (7) Acquisition and integration costs (1) Acquisition-related compensation expense (8) Restructuring and related costs (1) (2) Non-GAAP Research & development expenses $ 127 $ 102 $ 339 $ 313 Reconciliation of selling, general & administrative expenses to non-gaap selling, general & administrative expenses expens Three Months Ended Nine Months Ended Selling, general & administrative expenses, as reported $ 286 $ 200 $ 755 $ 607 Amortization of acquisition-related balances (21) (2) (27) (5) Share-based compensation (9) (6) (28) (23) Acquisition and integration costs (10) (4) (35) (10) Acquisition-related compensation expense (19) Separation and related costs (4) (6) (18) (16) Restructuring and related costs (2) (3) Other (2) 1 (3) (1) Non-GAAP selling, general & administrative expenses $ 238 $ 183 $ 622 $ 552 Reconciliation of other operating expense (income), net to non-gaap other operating expense (income), net Three Months Ended Nine Months Ended Other operating expense (income), net, as reported $ (3) $ (4) $ (86) $ (22) Japan pension settlement gain 68 Other 8 10 Non-GAAP other operating expense (income), net $ (3) $ (4) $ (10) $ (12) Reconciliation of operating expenses to non-gaap operating expenses Three Months Ended Nine Months Ended Operating expenses, as reported $ 415 $ 300 $ 1,028 $ 905 Amortization of acquisition-related balances (23) (2) (29) (5) Share-based compensation (11) (8) (35) (30) Acquisition and integration costs (10) (4) (36) (10) Acquisition-related compensation expense (27) Separation and related costs (4) (6) (18) (16) Japan pension settlement gain 68 Restructuring and related costs (3) (5) Other (2) Non-GAAP operating expenses $ 362 $ 281 $ 951 $ 853 Please refer Page 20 for discussion on our non-gaap financial measures. Page 11

13 NON-GAAP NET INCOME AND DILUTED EPS RECONCILIATIONS (In millions, except per share amounts) Net Income Three Months ended Diluted EPS (b) Net Income Diluted EPS Net Income Nine Months ended Diluted EPS Net Income Diluted EPS GAAP Net income (loss) $ (18) $ (0.10) $ 91 $ 0.53 $ 140 $ 0.78 $ 243 $ 1.41 Non-GAAP adjustments: Amortization of acquisition-related balances Share-based compensation expense Acquisition and integration costs Acquisition-related compensation expense Separation and related costs Japan pension settlement gain (68) (0.38) Restructuring and related costs Other (3) (0.02) (7) (0.04) Adjustment for taxes (a) (35) (0.19) (16) (0.09) (62) (0.34) (38) (0.22) Non-GAAP Net income $ 115 $ 0.61 $ 108 $ 0.63 $ 327 $ 1.82 $ 309 $ 1.80 Weighted average shares outstanding - diluted (a) For the three and nine months ended 2017, management uses a non-gaap effective tax rate of 19% and 18%, respectively. For the three and nine months ended 2016, management uses a non-gaap effective tax rate of 17%. Historical amounts are reclassified to conform with current presentation. (b) EPS impact on non-gaap adjustments and non-gaap net income is based on adjusted shares outstanding of 188 million. Please refer Page 20 for discussion on our non-gaap financial measures. Page 12

14 RECONCILIATION OF REVENUE EXCLUDING IMPACTS OF CURRENCY AND ACQUISITIONS (In millions) Q4'17 Guidance Three months ended Nine months ended Low end High end Q3'17 Q3'16 YoY % Chg Q3'17 Q3'16 YoY % Chg GAAP Revenue $ 850 $ 880 $ 832 $ % $ 2,311 $ 2,167 7% Acquisition-related fair value adjustments Non-GAAP Revenue $ 875 $ 905 $ 863 $ % $ 2,347 $ 2,179 8% Less: Revenue from acquisition included in segment results (121) (133) Currency impacts 4 8 Non-GAAP Core Revenue $ 746 $ 718 4% $ 2,222 $ 2,179 2% Less: Aerospace, Defence and Government revenue (512) (552) Less: Currency impacts on Aerospace, Defence and Government revenue (1) Non-GAAP Core Revenue, excluding Aerospace, Defence and Government revenue $ 1,709 $ 1,627 5% Please refer Page 20 for discussion on our non-gaap financial measures. Page 13

15 SEGMENT REVENUE RECONCILIATION (in millions) Keysight Q3'16 Q4'16 Q1'17 Q2'17 Q3'17 GAAP Revenue $ 715 $ 751 $ 726 $ 753 $ 832 Acquisition-related fair value adjustments Non-GAAP/Segment Revenue $ 718 $ 751 $ 726 $ 758 $ 863 Communications Solutions Group Q3'16 Q4'16 Q1'17 Q2'17 Q3'17 GAAP Revenue $ 421 $ 442 $ 434 $ 423 $ 418 Acquisition-related fair value adjustments 3 1 Segment Revenue $ 424 $ 442 $ 434 $ 424 $ 418 Electronic Industrial Solutions Group Q3'16 Q4'16 Q1'17 Q2'17 Q3'17 GAAP Revenue $ 191 $ 201 $ 192 $ 220 $ 218 Acquisition-related fair value adjustments Segment Revenue $ 191 $ 201 $ 192 $ 220 $ 218 Ixia Solutions Group Q3'16 Q4'16 Q1'17 Q2'17 Q3'17 GAAP Revenue $ 8 $ 89 Acquisition-related fair value adjustments 4 31 Segment Revenue $ $ $ $ 12 $ 120 Services Solutions Group Q3'16 Q4'16 Q1'17 Q2'17 Q3'17 GAAP Revenue $ 103 $ 108 $ 100 $ 102 $ 107 Acquisition-related fair value adjustments Segment Revenue $ 103 $ 108 $ 100 $ 102 $ 107 Segment revenue is consistent with the respective non-gaap measures as discussed on Page 20. Page 14

16 RECONCILIATION OF NON-GAAP REVENUE BY REGION - Q3'16-Q3'17 (In Millions) Keysight Q3'16 Q4'16 Q1'17 Q2'17 Q3'17 GAAP Revenue $ 715 $ 751 $ 726 $ 753 $ 832 Acquisition-related fair value adjustments Non-GAAP Revenue $ 718 $ 751 $ 726 $ 758 $ 863 Americas Q3'16 Q4'16 Q1'17 Q2'17 Q3'17 GAAP Revenue $ 268 $ 293 $ 261 $ 260 $ 328 Acquisition-related fair value adjustments Non-GAAP Revenue $ 269 $ 293 $ 261 $ 263 $ 347 Europe Q3'16 Q4'16 Q1'17 Q2'17 Q3'17 GAAP Revenue $ 122 $ 128 $ 144 $ 132 $ 138 Acquisition-related fair value adjustments 2 12 Non-GAAP Revenue $ 122 $ 128 $ 144 $ 134 $ 150 Asia Pacific Q3'16 Q4'16 Q1'17 Q2'17 Q3'17 GAAP Revenue $ 325 $ 330 $ 321 $ 361 $ 366 Acquisition-related fair value adjustments 2 Non-GAAP Revenue $ 327 $ 330 $ 321 $ 361 $ 366 Please refer Page 20 for discussion on our non-gaap financial measures. ` Page 15

17 RECONCILIATIONS OF NON-GAAP REVENUE BY SEGMENT AND REGION (in millions) Year-over-Year Acquisition-related GAAP Revenue fair value adjs Non-GAAP Revenue Revenue by Segment Q3'17 Q3'16 YoY % Chg. Q3'17 Q3'16 Q3'17 Q3'16 YoY % Chg. Communications Solutions Group $ 418 $ 421-1% $ $ 3 $ 418 $ 424-1% Electronic Industrial Solutions Group % % Ixia Solutions Group Services Solutions Group % % Keysight $ 832 $ % $ 31 $ 3 $ 863 $ % Acquisition-related GAAP Revenue fair value adjs Non-GAAP Revenue Revenue by Region Q3'17 Q3'16 YoY % Chg. Q3'17 Q3'16 Q3'17 Q3'16 YoY % Chg. Americas $ 328 $ % $ 19 $ 1 $ 347 $ % Europe % % Japan % % Asia Pacific ex-japan % % Total Revenue $ 832 $ % $ 31 $ 3 $ 863 $ % Asia Pacific $ 366 $ % $ 2 $ 366 $ % Please refer Page 20 for discussion on our non-gaap financial measures. Page 16

18 RECONCILIATIONS OF NON-GAAP CORE REVENUE BY SEGMENT AND REGION (in millions) Year-over-Year Revenue from acquisitions Currency Adjustments (a) Non-GAAP Revenue Non-GAAP Core Revenue Revenue by Segment Q3'17 Q3'16 YoY % Chg. Q3'17 Q3'17 Q3'17 Q3'16 YoY % Chg. Communications Solutions Group $ 418 $ 424-1% $ 2 $ 420 $ 424-1% Electronic Industrial Solutions Group % % Ixia Solutions Group 120 (120) Services Solutions Group % (1) % Keysight $ 863 $ % $ (121) $ 4 $ 746 $ 718 4% Revenue from acquisitions Currency Adjustments (a) Non-GAAP Revenue Non-GAAP Core Revenue Revenue by Region Q3'17 Q3'16 YoY % Chg. Q3'17 Q3'17 Q3'17 Q3'16 YoY % Chg. Americas $ 347 $ % $ (77) $ 270 $ 269 1% Europe % (19) % Japan % (3) % Asia Pacific ex-japan % (22) % Total Revenue $ 863 $ % $ (121) $ 4 $ 746 $ 718 4% Asia Pacific $ 366 $ % $ (25) $ 4 $ 345 $ 327 5% (a) We compare the year-over-year change in revenue excluding the effect of foreign currency rate fluctuations to assess the performance of our underlying business. To determine the impact of currency fluctuations, current period results for entities reporting in currencies other than United States dollars are converted into United States dollars at the actual exchange rate in effect during the respective prior periods. Please refer Page 20 for discussion on our non-gaap financial measures. Page 17

19 RECONCILIATION OF NON-GAAP REVENUE BY END MARKET (In millions) Acquisition related GAAP Revenue fair value adjs Non-GAAP Revenue Percent Percent Q3'17 Q3'16 Inc/(Dec) Q3'17 Q3'16 Q3'17 Q3'16 Inc/(Dec) Aerospace, Defense & Government $ 164 $ 172-4% $ 164 $ 172-4% Commercial Communications % % Electronic Industrial % % Ixia Services % % Total Revenue $ 832 $ % $ 31 $ 3 $ 863 $ % Please refer Page 20 for discussion on our non-gaap financial measures. Page 18

20 FREE CASH FLOW (in millions) Q3'17 YTD Q3'17 Net cash provided by operating activities $ 98 $ 249 Less: Investments in property, plant and equipment (21) (54) Free cash flow $ 77 $ 195 Operating free cash flow is a non-gaap measure which management believes provides useful information to management and investors about the amount of cash generated by the business after the acquisition of property and equipment, which can then be used for strategic opportunities including investing in the Company's business and making strategic acquisitions. Our management uses this measure which is a common one in our industry to compare ourselves to our competitors and to measure our own performance. A limitation of operating free cash flow is that it does not represent the total increase or decrease in the cash balance for the period. Our management compensates for this limitation by monitoring and providing the reader with a complete GAAP statement of cash flows which includes net cash provided by operating activities. Page 19

21 Non-GAAP Financial Measures Management uses both GAAP and non-gaap financial measures to analyze and assess the overall performance of the business, to make operating decisions and to forecast and plan for future periods. We believe that our investors benefit from seeing our results through the eyes of management in addition to seeing our GAAP results. This information enhances investors understanding of the continuing performance of our business and facilitates comparison of performance to our historical and future periods. Our non-gaap financial measures may not be comparable to similarly titled measures used by other companies, including industry peer companies, limiting the usefulness of these measures for comparative purposes. These non-gaap measures should be considered supplemental to and not a substitute for financial information prepared in accordance with GAAP. The discussion below presents information about each of the non-gaap financial measures and the company s reasons for including or excluding certain categories of income or expenses from our non-gaap results. In future periods, we may exclude such items and may incur income and expenses similar to these excluded items. Accordingly, adjustments for these items and other similar items in our non-gaap presentation should not be interpreted as implying that these items are nonrecurring, infrequent or unusual. Non-GAAP Revenue includes recognition of acquired deferred revenue that was written down to fair value in purchase accounting. Management believes that excluding fair value purchase accounting adjustments more closely correlates with the ordinary and ongoing course of the acquired company s operations and facilitates analysis of revenue growth and business trends. Non-GAAP Core Revenue is non-gaap revenue (see Non-GAAP Revenue above). excluding the impact of foreign currency changes and revenue associated with businesses acquired within the last twelve months We exclude the impact of foreign currency changes as currency rates can fluctuate based on factors that are not within our control and can obscure revenue growth trends. As the nature, size and number of acquisitions can vary significantly from period to period and as compared to our peers, we exclude revenue associated with recently acquired businesses to facilitate comparisons of revenue growth and analysis of underlying business trends. Non-GAAP Income from Operations, Non-GAAP Net Income and Non-GAAP Diluted EPS may include the following types of adjustments: Share-based Compensation Expense: We exclude share-based compensation expense from our non-gaap financial measures because share-based compensation expense can vary significantly from period to period based on the company s share price, as well as the timing, size and nature of equity awards granted. Management believes the exclusion of this expense facilitates the ability of investors to compare the company s operating results with those of other companies, many of which also exclude share-based compensation expense in determining their non-gaap financial measures. Acquisition-related Items: We exclude the impact of certain items recorded in connection with business combinations from our non-gaap financial measures that are either non-cash or not normal, recurring operating expenses due to their nature, variability of amounts and lack of predictability as to occurrence or timing. These amounts may include non-cash items such as the amortization of acquired intangible assets and amortization of items associated with fair value purchase accounting adjustments, including recognition of acquired deferred revenue (see Non-GAAP Revenue above) We also exclude transaction and certain other cash costs associated with business acquisitions that are not normal recurring operating expenses, including amortization of amounts paid to redeem acquirees unvested stock-based compensation awards, and legal, accounting and due diligence costs. We exclude these charges to facilitate a more meaningful evaluation of our current operating performance and comparisons to our past operating performance. Separation and Related Costs: We exclude all incremental expenses incurred to effect the separation of Keysight from Agilent. We exclude expenses that would not have been incurred if we had no plan to spin-off including, among other things, branding, legal, accounting and advisory fees, costs to resize and optimize our infrastructure and other costs to separate and transition from Agilent. We believe that these costs do not reflect expected future operating expenses and do not contribute to a meaningful evaluation of the company s current operating performance or comparisons to our operating performance in other periods. Restructuring and Related Costs: We exclude incremental expenses associated with restructuring initiatives, usually aimed at material changes in the business or cost structure. Such costs may include employee separation costs, asset impairments, facility-related costs, contract termination fees, and costs to move operations from one location to another. These activities can vary significantly from period to period based on the timing, size and nature of restructuring plans; therefore, we do not consider such costs to be normal, recurring operating expenses. We believe that these costs do not reflect expected future operating expenses and do not contribute to a meaningful evaluation of the company s current operating performance or comparisons to our operating performance in other periods. Other Items: We exclude certain other significant income or expense items that may occur occasionally and are not normal, recurring, cash operating from our non-gaap financial measures. Such items are evaluated on an individual basis based on both quantitative and qualitative factors and generally represent items that we would not anticipate occurring as part of our normal business on a regular basis. While not all-inclusive, examples of certain other significant items excluded from non-gaap financial measures would be: significant realized gains or losses associated with our employee benefit plans, significant litigation-related loss contingency accruals and settlement fees or gains associated with other disputed matters. Estimated Tax Rate: We utilize a fixed long-term projected non-gaap tax rate. When projecting this long-term rate, we exclude any tax benefits or expenses that are not directly related to ongoing operations and which are either isolated or cannot be expected to occur again with any regularity or predictability. Additionally, we evaluate our current long-term projections, current tax structure and other factors, such as existing tax positions in various jurisdictions and key tax holidays in major jurisdictions where Keysight operates. This tax rate could change in the future for a variety of reasons, including but not limited to significant changes in geographic earnings mix including acquisition activity, or fundamental tax law changes in major jurisdictions where Keysight operates. The above reasons also limit our ability to reasonably estimate the future GAAP tax rate and provide a reconciliation of the expected non-gaap earnings per share for the fourth quarter of fiscal 2017 to the GAAP equivalent. Management recognizes these items can have a material impact on our cash flows and/or our net income. Our GAAP financial statements, including our Condensed Consolidated Statement of Cash Flows, portray those effects. Although we believe it is useful for investors to see core performance free of special items, investors should understand that the excluded costs are actual expenses that may impact the cash available to us for other uses. To gain a complete picture of all effects on the company s profit and loss from any and all events, management does (and investors should) rely upon the Condensed Consolidated Statement of Operations prepared in accordance with GAAP. The non-gaap measures focus instead upon the core business of the company, which is only a subset, albeit a critical one, of the company s performance. Page 20