La pragmática como escenario para el análisis del significado de los marcadores del

The Conflict Minerals Statutory Provision requires, and we proposed to require, that issuers provide their initial conflict minerals disclosure and, if necessary, their initial Conflict Minerals Report after their first full fiscal year following the adoption of our final rule.344 _{The report would be required to cover that first full fiscal year.}

b. Comments on the Proposed Rules

We included a request for comment asking whether our rules should allow

individual issuers to establish their own criteria for determining which reporting period to cover in any required conflict minerals disclosure or Conflict Minerals Report, provided that the issuers are consistent and clear with their criteria from year-to-year. Some commentators agreed that the final rule should allow individual issuers flexibility in choosing the appropriate criteria for determining the reporting period in which conflict minerals disclosures are made, provided that the issuer’s methodology is clear.345 Other commentators, however, asserted that the final rule should require that the conflict minerals reporting period correspond to the issuer’s fiscal year in its annual report.346

343 _{As discussed above, requiring the disclosure in a new form, rather than in issuers’ Exchange Act annual}

reports, should alleviate some commentators’ concerns about the disclosure being subject to the officer certifications required by Rules 13a-14 and 15d-14 under the Exchange Act.

344 _{See Exchange Act Section 13(p)(1)(A) (stating that an issuer must “disclose annually, beginning with}

the [issuer’s] first full fiscal year that begins after the date of promulgation of [our] regulations”).

345 _{See letters from Howland, IPC I, and NMA II.} 346 _{See letters from AngloGold and TIC.}

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We did not request comment specifically on whether an issuer’s conflict minerals reporting period should correspond to an issuer’s fiscal year. Even so, some

commentators indicated that an issuer’s annual reporting period for conflict minerals disclosure should not be based on its fiscal year but, instead, should be based on a one- year period that is the same for all issuers.347 One of these commentators recognized that “synchronizing the timing for the information…from all issuers on a calendar year basis…would offer integrity and consistency throughout the various supply chains” and because “component manufacturers and others through the supply chain provide products for many customers who have different fiscal years, it would be more efficient and more accurate if the whole supply chain worked towards a common deadline.”348 Another commentator noted that a uniform calendar year reporting period “would clarify the reporting obligations, level the playing field among the various companies, and provide a clearer date of implementation for due diligence and related initiatives in the region.”349 A further commentator asserted that a “single reporting date will allow for increased

efficiency and thus lower costs, without reducing the effectiveness of the regulations.”350

c. Final Rule

After considering the comments, the final rule will require each issuer to provide its conflict minerals information on a calendar year basis regardless of any particular

347 _{See letters from IPC II; Matheson II; MSG II; Multi-Stakeholder Group comprised of 29 issuers, non-}

governmental organizations, and investors (Nov. 10, 2011) (“MSG III”); and State II.

348 _{Letter from MSG II. See also letter from MSG III.} 349 _{Letter from State II.}

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issuer’s fiscal year end.351 _{The final rule requires an issuer to provide its annual conflict} minerals information in its specialized disclosure report on Form SD for every calendar year from January 1 to December 31 and the specialized disclosure report will be due to the Commission on May 31 of the following year. In this regard, the first reporting period for all issuers will be from January 1, 2013 to December 31, 2013, and the first specialized disclosure report must be filed on or before May 31, 2014.

We agree with the commentators that explained that burdens on participants in the supply chain could be reduced if our final rule adopted a uniform reporting period. This requirement allows component suppliers that are part of a manufacturer’s supply chain to provide reports to their upstream purchasers regarding the conflict minerals in their components only once a year. Otherwise, if the due date of the Conflict Minerals Report was tied to an issuer’s fiscal year end, as proposed, component suppliers could have to provide reports regarding the conflict minerals in their components on a continuous basis throughout the year because their customers may have different fiscal year ends. If a component supplier has numerous purchasers, it might have to provide separate reports regarding the conflict minerals in its components every month, or even more often, which could be very burdensome and costly.352

Additionally, requiring a uniform May 31 due date for the specialized disclosure

351 _{We are aware that Exchange Act Section 13(p)(1)(A) requires that we promulgate regulations requiring}

any “person described” to disclose annually its conflict minerals information, “beginning with the person’s first full fiscal year that begins after the date of promulgation of such regulations.” The Conflict Minerals Statutory Provision does not tie any required conflict minerals information to an issuer’s annual report or its audited financial statements. Therefore, although the provision requires an issuer to begin reporting after an issuer’s full fiscal year has cycled through, there is no requirement for the final rule’s reporting period to correspond to an issuer’s fiscal year.

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report responds to concerns raised by certain industry commentators that there would not be sufficient time in the period between the end of an issuer’s fiscal year until its annual report is due to gather, report on, and have audited their conflict minerals information, as discussed above.353 _{The specialized disclosure report will be due later than an Exchange} Act annual report is due for calendar year end issuers so as not to interfere with an issuer’s preparation of its Exchange Act annual report, as requested by commentators. Also, the final rule will require each issuer to provide its conflict minerals information for each calendar year, rather than its fiscal year. The May 31 due date is approximately 150 days after the calendar year end, which is consistent with a commentator’s suggested due date for an issuer to provide us with its conflict minerals information.354

4. Time Period for Providing Conflict Minerals Information