SD 1 formsd.htm FORM SD Form SD


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM SD
 
SPECIALIZED DISCLOSURE REPORT
 
Keysight Technologies, Inc.
(Exact name of the registrant as specified in its charter)
 
 
 
 
 
 
Delaware
State or other jurisdiction of
incorporation
 
001-36334
Commission File Number
 
46-4254555
I.R.S. Employer
Identification No.
 

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


 
Neil Dougherty (800) 829-4444
 
Check the appropriate box to indicate the rule pursuant to which this form is being filed, and provide the period to which the information in this form applies:
 
x Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to December 31, 2014.








Introduction

Pursuant to Rule 13p-1 under the Securities Exchange Act of 1934 (the “Rule”), Keysight Technologies, Inc. (“Keysight” or “we”) submits this Specialized Disclosure Report on Form SD (“Form SD”) for the year ended December 31, 2014. The Securities and Exchange Commission (“SEC”) issued the Rule pursuant to Section 1502 of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Act”). The Rule imposes certain reporting requirements on issuers like Keysight whose products contain conflict minerals1 that are necessary to their functionality or production (sometimes referred to as “necessary conflict minerals”). Specifically, the Rule requires issuers to conduct in good faith a reasonable country of origin inquiry (“RCOI”) designed to determine whether any conflict minerals in the issuers’ supply chains originated in the Democratic Republic of the Congo (“DRC”) or an adjoining country (collectively, the “Covered Countries”). If the issuer concludes that any conflict minerals did originate in the Covered Countries, the issuer then must conduct due diligence to determine whether the mining and sale of those conflict minerals directly or indirectly financed or benefited armed groups in the Covered Countries. Finally, the Rule requires issuers to report their findings publicly via a Form SD.

Forward-Looking Statements

This Specialized Disclosure Report on Form SD, including the Conflict Minerals Report attached as Exhibit 1.01, contains forward-looking statements that are based upon management’s expectations and beliefs concerning future events impacting Keysight. There can be no assurance that these future events will occur as anticipated. Forward-looking statements speak only as of the date they were made, and we undertake no obligation to publicly update them. For a description of certain factors that could cause our future results to differ materially from those expressed in any forward-looking statement, see Item 1A of our Annual Report on Form 10-K for the fiscal year ended October 31, 2014 entitled “Risk Factors.”

Company Overview

Keysight2 designs and manufactures electronic measurement solutions for the communications, electronics and defense industries. We provide electronic measurement instruments, systems, related software, software design tools, and related services that are used in the design, development, manufacture, installation, deployment and operation of electronics equipment. Related services include start-up assistance, instrument productivity and application services and instrument calibration and repair. We also offer customization, consulting and optimization services throughout the customer's product lifecycle. Some of the instruments we manufacture utilize some amount of tungsten, tantalum, tin and gold.


__________________________

1 The term “conflict mineral” is defined in Section 1502(e)(4) of the Act as (A) columbite-tantalite, also known as coltan (the metal ore from which tantalum is extracted); cassiterite (the metal ore from which tin is extracted); gold; wolframite (the metal ore from which tungsten is extracted); or their derivatives; or (B) any other mineral or its derivatives determined by the Secretary of State to be financing conflict in the Democratic Republic of the Congo or an adjoining country.

2 On November 1, 2014, Keysight completed its separation from Agilent Technologies, Inc. (“Agilent”). Keysight’s conflict mineral disclosure for fiscal year 2013 is contained in the Form SD filed by Agilent on June 2, 2014.













SECTION 1: CONFLICT MINERALS DISCLOSURE

Item 1.01 Conflict Minerals Disclosures and Report

Conclusion Based on Reasonable Country of Origin Inquiry

Keysight has concluded in good faith that during 2014,
(a)
Keysight has manufactured or contracted to manufacture products, the functionality or production of which necessitate the use of conflict minerals.
(b)
Based on its RCOI, and because of the lack of detailed information in responses received from suppliers, Keysight has reason to believe that a portion of its necessary conflict minerals may have originated in the Covered Countries and has reason to believe that those necessary conflict minerals may not be from recycle or scrap sources.

Description of Keysight’s RCOI

Keysight’s RCOI employed a combination of measures to determine whether the necessary conflict minerals in our products originated from the Covered Countries. We retained a third-party specialist, Assent Compliance (“Assent”), to assist us in gathering information on all relevant parties in our supply chain. Assent maintains a database of information on companies’ uses of conflict minerals. In addition, Keysight conducted a survey of all of our strategic and core suppliers. For this supply chain survey, Keysight used the EICC-GeSI Conflict Minerals Reporting Template (the “CMRT”). The survey included all of these suppliers, as Keysight could not determine definitively which suppliers might supply products containing necessary conflict minerals. We received responses from 100% of our strategic and core suppliers. Roughly 85% of these companies responded that they use conflict minerals in their manufacturing. Currently, 41% of respondents using conflict minerals in their supply chains have declared that they cannot determine the origin of those conflict minerals. As of this filing we do not know whether those conflict minerals originated in the Covered Countries or financed conflict there, whether directly or indirectly.

Conflict Minerals Disclosure

Keysight’s Form SD and Conflict Minerals Report, filed as Exhibit 1.01 hereto, are publicly available at http://about.keysight.com/en/companyinfo/environment/Keysight_Conflict_Minerals_Report.pdf, as well as the SEC’s EDGAR database at www.sec.gov.

Item 1.02 Exhibit

Keysight has included its Conflict Minerals Report as Exhibit 1.01 to this Form SD.

SECTION 2 - EXHIBITS

Item 2.01 Exhibits

Exhibit 1.01 - Conflict Minerals Report as required by Items 1.01 and 1.02 of Form SD.









SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the duly authorized undersigned.
 
 
 
 
KEYSIGHT TECHNOLOGIES, INC.
 
 
(Registrant)
 
 
/s/ Jeffrey Li
 
June 1, 2015
By Jeffrey Li, Vice President and Assistant General Counsel
 
(Date)