UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION 

 Washington, D.C. 20549

 FORM SD

SPECIALIZED DISCLOSURE REPORT

(Exact name of the registrant as specified in its charter)

(State or other jurisdiction of incorporation) (Commission file number)

(Address of principle executive offices) (Zip code)

(Name and telephone number, including area code, of the person to contact in connection with 

this report.)

Check the appropriate box to indicate the rule pursuant to which this form is being filed:

Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting

period from January 1 to December 31, .

Rule 13q-1 under the Securities Exchange Act (17 CFR 240.13q-1) for the fiscal year

ended .

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GENERAL INSTRUCTIONS

A. Rule as to Use of Form SD.

This form shall be used for a report pursuant to Rule 13p-1 (17 CFR 240.13p-1) and

Rule 13q-1 (17 CFR 240.13q-1) under the Securities Exchange Act of 1934 (the “Exchange 

Act”).

B. Information to be Reported and Time for Filing of Reports.

 1. Form filed under Rule 13p-1. A report on this Form shall be filed on EDGAR no 

later than May 31 after the end of the issuer’s most recent calendar year. 

2. Form furnished under Rule 13q-1. A resource extraction issuer must furnish the 

information required by Section 2 of this form no later than 270 days following the 

end of the issuer’s most recently completed fiscal year.

3. If the deadline for furnishing this Form occurs on a Saturday, Sunday or holiday 

on which the Commission is not open for business, then the deadline shall be the next 

business day.

4. The information and documents furnished in this report shall not be deemed to be 

incorporated by reference into any filing under the Securities Act or the Exchange Act, 

unless a registrant specifically incorporates it by reference into such filing.

C. Inapplicability to Registered Investment Companies.

The disclosures required in Form SD shall not apply to investment 

companies required to file reports pursuant to Rule 30d-1 (17 CFR 270.30d-1) 

under the Investment Company Act of 1940.
D. Preparation of Report.

This form is not to be used as a blank form to be filled in, but only as a guide in the 

preparation of the report meeting the requirements of Rule 12b-12 (17 CFR 240.12b-12). The 

report shall contain the number and caption of the applicable item, but the text of such item may 

be omitted, provided the answers thereto are prepared in the manner specified in Rule 12b-13 

(17 CFR 240.12b-13). All items that are not required to be answered in a particular report may 

be omitted and no reference thereto need be made in the report. All instructions should also be 

omitted.

E. Application of General Rules and Regulations.

The General Rules and Regulations under the Act (17 CFR Part 240) contain certain 

general requirements which are applicable to reports on any form. These general requirements 

should be carefully read and observed in the preparation and filing of reports on this form.

F. Signature and Filing of Report

The report must be signed by the registrant on behalf of the registrant by an executive 

officer.

 INFORMATION TO BE INCLUDED IN THE REPORT

Section 1 - Conflict Minerals Disclosure

Item 1.01 Conflict Minerals Disclosure and Report

(a) If any conflict minerals, as defined by paragraph (d)(3) of this item, are necessary to 

the functionality or production of a product manufactured by the registrant or contracted by the 

registrant to be manufactured and are required to be reported in the calendar year covered by the 

specialized disclosure report, the registrant must conduct in good faith a reasonable country of 

origin inquiry regarding those conflict minerals that is reasonably designed to determine whether 
any of the conflict minerals originated in the Democratic Republic of the Congo or an adjoining 

country, as defined by paragraph (d)(1) of this item, or are from recycled or scrap sources, as 

defined by paragraph (d)(6) of this item.

(b) Based on its reasonable country of origin inquiry, if the registrant determines that 

its necessary conflict minerals did not originate in the Democratic Republic of the Congo 

or an adjoining country or did come from recycled or scrap sources, or if it has no reason to 

believe that its necessary conflict minerals may have originated in the Democratic Republic 

of the Congo or an adjoining country, or if based on its reasonable country of origin inquiry 

the registrant reasonably believes that its necessary conflict minerals did come from recycled 

or scrap sources, the registrant must, in the body of its specialized disclosure report under a 

separate heading entitled “Conflict Minerals Disclosure,” disclose its determination and briefly 

describe the reasonable country of origin inquiry it undertook in making its determination and 

the results of the inquiry it performed. Also, the registrant must disclose this information on its 

publicly available Internet website and, under a separate heading in its specialized disclosure 

report entitled “Conflict Minerals Disclosure,” provide a link to that website.

(c) Alternatively, based on its reasonable country of origin inquiry, if the registrant knows 

that any of its necessary conflict minerals originated in the Democratic Republic of the Congo 

or an adjoining country and are not from recycled or scrap sources, or has reason to believe that 

its necessary conflict minerals may have originated in the Democratic Republic of the Congo 

or an adjoining country and has reason to believe that they may not be from recycled or scrap 

sources, the registrant must exercise due diligence on the source and chain of custody of its 

conflict mineral, as discussed in paragraph (c)(1) of this item, that conforms to a nationally or 

internationally recognized due diligence framework, if such a framework is available for the 

conflict mineral. If, as a result of that due diligence, the registrant determines that its conflict 
minerals did not originate in the Democratic Republic of the Congo or an adjoining country 

or the registrant determines that its conflict minerals did come from recycled or scrap sources, 

a Conflict Minerals Report is not required, but the registrant must disclose its determination 

and briefly describe, in the body of its specialized disclosure report under a separate heading 

entitled “Conflict Minerals Disclosure,” the reasonable country of origin inquiry and the due 

diligence efforts it undertook in making its determination and the results of the inquiry and due 

diligence efforts it performed. Also, the registrant must disclose this information on its publicly 

available Internet website and, under a separate heading in its specialized disclosure report 

entitled “Conflict Minerals Disclosure,” provide a link to that website. Otherwise, the registrant 

must file a Conflict Minerals Report as an exhibit to its specialized disclosure report and provide 

that report on its publicly available Internet website. Under a separate heading in its specialized 

disclosure report entitled “Conflict Minerals Disclosure,” the registrant must disclose that it has 

filed a Conflict Minerals Report and provide the link to its Internet website where the Conflict 

Minerals Report is publicly available.

The Conflict Minerals Report must include the following information:

(1) Due Diligence: A description of the measures the registrant has taken to exercise due 

diligence on the source and chain of custody of those conflict minerals;

(i) The registrant’s due diligence must conform to a nationally or internationally 

recognized due diligence framework, if such a framework is available for the conflict mineral;

(ii) Except as provided in paragraphs (c)(1)(iv), (c)(1)(v), and (c)(1)(vi) of this item, 

the due diligence measures shall include but not be limited to an independent private sector audit 

of the Conflict Minerals Report that is conducted in accordance with standards established by the 

Comptroller General of the United States and certified pursuant to paragraph (c)(1)(ii)(B) of this 

item, which shall constitute a critical component of the registrant’s due diligence in establishing 
the source and chain of custody of the necessary conflict minerals.

(A) The objective of the audit of the Conflict Minerals Report is to express 

an opinion or conclusion as to whether the design of the registrant’s due diligence measures 

as set forth in, and with respect to the period covered by, the registrant’s Conflict Minerals 

Report, is in conformity with, in all material respects, the criteria set forth in the nationally or 

internationally recognized due diligence framework used by the registrant, and whether the 

registrant’s description of the due diligence measures it performed as set forth in the Conflict 

Minerals Report, with respect to the period covered by the report, is consistent with the due 

diligence process that the registrant undertook.

(B) The registrant’s Conflict Minerals Report must include a statement that 

the registrant has obtained an independent private sector audit of the Conflict Minerals Report, 

which shall constitute an audit certification;

(C) As part of the Conflict Minerals Report, the registrant must identify the 

independent private sector auditor of the report, if the auditor is not identified in the audit report, 

and provide the audit report prepared by the auditor in accordance with standards established by 

the Comptroller General of the United States;

(iii) Any registrant that manufactures products or contracts for products to be 

manufactured that are “DRC conflict undeterminable,” as defined in paragraph (d)(5) of this 

item, must disclose the steps it has taken or will take, if any, since the end of the period covered 

in its most recent prior Conflict Minerals Report to mitigate the risk that its necessary conflict 

minerals benefit armed groups, including any steps to improve its due diligence.

(iv) For the temporary period specified in Instruction 2 to Item 1.01, following 

its exercise of appropriate due diligence, a registrant with products that are “DRC conflict 

undeterminable” is not required to obtain an independent private sector audit of its
Conflict Minerals Report regarding the conflict minerals that the registrant is unable to determine 

did not originate in the Democratic Republic of the Congo or an adjoining country, or that the 

registrant is unable to determine did not directly or indirectly finance or benefit armed groups in 

the Democratic Republic of the Congo or an adjoining country.

(v) If a nationally or internationally recognized due diligence framework does not 

exist for a necessary conflict mineral, until such a framework is developed, the registrant is 

required to exercise appropriate due diligence in determining the source and chain of custody 

of the necessary conflict mineral, including whether the conflict mineral is from recycled or 

scrap sources, without the benefit of a due diligence framework. If a nationally or internationally 

recognized due diligence framework becomes available for the necessary conflict mineral prior 

to June 30 of a calendar year, the registrant must use that framework in the subsequent calendar 

year. If the due diligence guidance does not become available until after June 30 of a calendar 

year, the registrant is not required to use that framework until the second calendar year after 

the framework becomes available to provide a full calendar year before implementation. If no 

nationally or internationally recognized due diligence framework is available for a particular 

conflict mineral from recycled or scrap sources, the due diligence inquiry regarding the conflict 

mineral focuses on whether the conflict mineral is from recycled or scrap sources. In addition, 

an independent private sector audit will not be required for the section of the Conflict Minerals 

Report pertaining to the registrant’s due diligence on that recycled or scrap conflict mineral.

(vi) If the registrant performs due diligence because it has a reason to believe that 

its conflict minerals originated in the Democratic Republic of the Congo or an adjoining country, 

and as a result of that due diligence it determines that its conflict minerals did not originate in the 

Democratic Republic of the Congo or an adjoining country (or it determines as a result of that 

due diligence that its necessary conflict minerals did come from recycled or scrap sources), a 
Conflict Minerals Report and an audit is not required.

(2) Product Description: Any registrant that manufactures products or contracts for products 

to be manufactured that have not been found to be “DRC conflict free,” as defined in paragraph 

(d)(4) of this item, must provide a description of those products, the facilities used to process 

the necessary conflict minerals in those products, the country of origin of the necessary conflict 

minerals in those products, and the efforts to determine the mine or location of origin with the 

greatest possible specificity.

(i) For the temporary period specified in Instruction 2 to Item 1.01, 

following its exercise of appropriate due diligence, any registrant that manufactures products or 

contracts for products to be manufactured that are “DRC conflict undeterminable” must provide 

a description of those products, the facilities used to process the necessary conflict minerals 

in those products, if known, the country of origin of the necessary conflict minerals in those 

products, if known, and the efforts to determine the mine or location of origin with the greatest 

possible specificity;

(ii) A registrant is not required to provide the information in paragraph (c)

(2) of this item if the necessary conflict minerals in its product are solely from recycled or 

scrap sources because those products are considered “DRC conflict free.”

(d) For the purposes of this item, the following definitions apply:

(1) Adjoining country. The term adjoining country means a country that shares an 

internationally recognized border with the Democratic Republic of the Congo.

(2) Armed group. The term armed group means an armed group that is identified as 

a perpetrator of serious human rights abuses in annual Country Reports on Human Rights 

Practices under sections 116(d) and 502B(b) of the Foreign Assistance Act of 1961 (22 U.S.C. 

2151n(d) and 2304(b)) relating to the Democratic Republic of the Congo or an adjoining 
country.

(3) Conflict mineral. The term conflict mineral means:

(i) Columbite-tantalite (coltan), cassiterite, gold, wolframite, or their derivatives, 

which are limited to tantalum, tin, and tungsten, unless the Secretary of State determines that 

additional derivatives are financing conflict in the Democratic Republic of the Congo or an 

adjoining country; or

(ii) 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.

(4) DRC conflict free. The term DRC conflict free means that a product does not contain 

conflict minerals necessary to the functionality or production of that product that directly or 

indirectly finance or benefit armed groups, as defined in paragraph (d)(2) of this item, in the 

Democratic Republic of the Congo or an adjoining country. Conflict minerals that a registrant 

obtains from recycled or scrap sources, as defined in paragraph (d)(6) of this item, are 

considered DRC conflict free.

(5) DRC conflict undeterminable. The term DRC conflict undeterminable means, with 

respect to any product manufactured or contracted to be manufactured by a registrant, that the 

registrant is unable to determine, after exercising due diligence as required by paragraph (c)(1) 

of this item, whether or not such product qualifies as DRC conflict free.

(6) Conflict Minerals from Recycled or Scrap Sources. Conflict minerals are considered to 

be from recycled or scrap sources if they are from recycled metals, which are reclaimed end-user 

or post-consumer products, or scrap processed metals created during product manufacturing. 

Recycled metal includes excess, obsolete, defective, and scrap metal materials that contain 

refined or processed metals that are appropriate to recycle in the production of tin, tantalum, 

tungsten and/or gold. Minerals partially processed, unprocessed, or a bi-product from another 
ore will not be included in the definition of recycled metal.

(7) Outside the Supply Chain. A conflict mineral is considered outside the supply chain 

after any columbite-tantalite, cassiterite, and wolframite minerals, or their derivatives, have been 

smelted; any gold has been fully refined; or any conflict mineral, or its derivatives, that have not 

been smelted or fully refined are located outside of the Democratic Republic of the Congo or an 

adjoining country.

(8) Nationally or internationally recognized due diligence framework. The term “nationally 

or internationally recognized due diligence framework” means a nationally or internationally 

recognized due diligence framework established following due-process procedures, including 

the broad distribution of the framework for public comment, and is consistent with the criteria 

standards in the Government Auditing Standards established by the Comptroller General of the 

United States.

Item 1.02 Exhibit

Registrants shall file, as an exhibit to this Form SD, the Conflict Minerals Report required by 

Item 1.01.

Instructions to Item 1.01

(1) A registrant that mines conflict minerals would not be considered to be manufacturing 

those minerals for the purpose of this item. The specialized disclosure report on Form SD shall 

cover a calendar year, regardless of the registrant’s fiscal year, and be due annually on May 31 

for the prior calendar year.

(2) During the first two calendar years following [add effectiveness date] for all registrants 

and the first four calendar years for any smaller reporting company, a registrant will not be 

required to submit an audit report of its Conflict Minerals Report prepared by an independent 

private sector auditor with respect to the conflict minerals in any of its products that are “DRC 
conflict undeterminable.” Beginning with the third or fifth reporting calendar year, as applicable, 

a registrant with products manufactured or contracted to be manufactured that are “DRC conflict 

undeterminable,” must describe those products as having not been found to be “DRC conflict 

free” and must provide the information required in paragraph (c) of this item including the audit 

report.

(3) A registrant that acquires or otherwise obtains control over a company that manufactures 

or contracts to manufacture products with conflict minerals necessary to the functionality or 

production of those products that previously had not been obligated to provide a specialized 

disclosure report with respect to its conflict minerals will be permitted to delay reporting on the 

products manufactured by the acquired company until the end of the first reporting calendar year 

that begins no sooner than eight months after the effective date of the acquisition.

(4) A registrant is not required to provide any information regarding its conflict minerals 

that, prior to January 31, 2013, are located outside of the supply chain, as defined by paragraph 

(d)(7) of this item.

(5) A registrant must provide its required conflict minerals information for the calendar 

year in which the manufacture of a product that contains any conflict minerals necessary to the 

functionality or production of that product is completed, irrespective of whether the registrant 

manufactures the product or contracts to have the product manufactured.
INFORMATION TO BE INCLUDED IN THE REPORT

Section 2 – Resource Extraction Issuer Disclosure

Item 2.01 Resource Extraction Issuer Disclosure and Report

(a) Required Disclosure.

(1) A resource extraction issuer must furnish an annual report on Form SD with the 

Commission, and include as an exhibit to this Form SD, the information specified in Item 

2.01(a)(5) of this Form, relating to any payment made during the fiscal year covered by 

the annual report by the resource extraction issuer, a subsidiary of the resource extraction 

issuer, or an entity under the control of the resource extraction issuer, to a foreign 

government or the Federal Government, for the purpose of the commercial development of 

oil, natural gas, or minerals.

(2) The resource extraction issuer is not required to have the information audited. The 

payment information must be provided on a cash basis and not an accrual basis.

(3) The resource extraction issuer must provide a statement in the body of the Form SD, 

under the caption “Disclosure of Payments by Resource Extraction Issuers,” that the 

specified payment disclosure required by this Form is included in an exhibit to the Form 

SD.

(4) A resource extraction issuer that is claiming an exemption under Rule 13q-1(d)(1) or 

(2) (17 CFR 240.13q-1(d)(1) or (2)) must provide the disclosure required by those rules, 

as applicable, in the body of the Form SD. If applicable, a resource extraction issuer 

must disclose in the body of Form SD that it has filed an application for exemptive relief 

pursuant to Rule 13q-1(d)(4) (17 CFR 240.13q-1(d)(4)).

(5) The resource extraction issuer must include the following information in the exhibit 

to Form SD, which must present the information in the eXtensible Business Reporting 

Language (XBRL) electronic format:

(i) The type and total amount of such payments, by payment type listed in paragraph 

(d)(9)(iii) of this Item, made for each project of the resource extraction issuer relating to the 

commercial development of oil, natural gas, or minerals;

(ii) The type and total amount of such payments, by payment type listed in paragraph 

(d)(9)(iii) of this Item, for all projects made to each government;

(iii) The total amounts of the payments, by payment type listed in paragraph (d)(9)

(iii) of this Item;

(iv) The currency used to make the payments;
(v) The fiscal year in which the payments were made;

(vi) The business segment of the resource extraction issuer that made the payments;

(vii) The governments (including any foreign government or the Federal 

Government) that received the payments and the country in which each such government is 

located;

(viii) The project of the resource extraction issuer to which the payments relate;

(ix) The particular resource that is the subject of commercial development;

(x) The method of extraction used in the project; and

(xi) The major subnational political jurisdiction of the project.

(b) Delayed Reporting. 

(1) A resource extraction issuer may delay disclosing payment information related to 

exploratory activities until the Form SD submitted for the fiscal year immediately following 

the fiscal year in which the payment was made. For purposes of this paragraph, payment 

information related to exploratory activities includes all payments made as part of the 

process of (i) identifying areas that may warrant examination, or (ii) examining specific 

areas that are considered to have prospects of containing oil and gas reserves, or (iii) 

conducting a mineral exploration program, in each case limited to exploratory activities that 

were commenced prior to the commercial development (other than exploration) of the oil, 

natural gas, or minerals on the property, any adjacent property, or any property that is part 

of the same project.

(2) A resource extraction issuer that has acquired (or otherwise obtains control over) an 

entity that has not been obligated to provide disclosure pursuant to Rule 13q-1, or pursuant 

to another alternative reporting regime deemed by the Commission to require disclosure 

that satisfies the transparency objectives of Section 13(q) (15 U.S.C. 78m(q)), in such 

entity’s last full fiscal year is not required to commence reporting payment information for 

such acquired entity until the Form SD submitted for the fiscal year immediately following 

the effective date of the acquisition. A resource extraction issuer must disclose that it is 

relying on this accommodation in the body of its Form SD submission.

(3) A resource extraction issuer that has completed its initial public offering in its last full 

fiscal year is not required to commence reporting payment information pursuant to Rule 

13q-1 until the Form SD submitted for the fiscal year immediately following the fiscal year 

in which the registration statement for its U.S. initial public offering became effective.

(c) Alternative Reporting. 

(1) A resource extraction issuer that is subject to the resource extraction payment 

disclosure requirements of an alternative reporting regime, which has been deemed by the 
Commission to require disclosure that satisfies the transparency objectives of Section 13(q) 

(15 U.S.C. 78m(q)), may satisfy its disclosure obligations under paragraph (a) of this Item 

2.01 by including, as an exhibit to this Form SD, a report complying with the reporting 

requirements of the alternative jurisdiction.

(2) The alternative report must be the same as the one prepared and made publicly available 

pursuant to the requirements of the approved alternative reporting regime, subject to 

changes necessary to comply with any conditions to alternative reporting set forth by the 

Commission.

(3) The resource extraction issuer must: (i) state in the body of the Form SD that it is 

relying on the alternative reporting provision; (ii) identify the alternative reporting regime 

for which the report was prepared; (iii) describe how to access the publicly submitted report 

in the alternative jurisdiction; and (iv) specify that the payment disclosure required by this 

Form is included in an exhibit to this Form SD.

(4) The alternative report must be provided in XBRL format.

(5) A fair and accurate English translation of the entire report must be submitted if 

the report is in a foreign language. Project names may be presented in their original 

language, in addition to the English translation of the project name, if the resource 

extraction issuer believes that such an approach would facilitate identification of the 

project by users of the disclosure.

(6) A resource extraction issuer may follow the submission deadline of an approved 

alternative jurisdiction if it submits a notice on Form SD on or before the due date of 

its Form SD indicating its intent to submit the alternative report using the alternative 

jurisdiction’s deadline. If a resource extraction issuer fails to submit such notice on a 

timely basis, or submits such a notice but fails to submit the alternative report within 

seven business days of the alternative jurisdiction’s deadline, it may not rely on this 

Item 2.01(c) for the following fiscal year.

(7) Resource extraction issuers must also comply with any additional requirements 

that are provided by the Commission upon granting an alternative reporting 

accommodation, as well as subsequent changes in such requirements.

(d) Definitions. For purposes of this item, the following definitions apply:

(1) Business segment means a business segment consistent with the reportable 

segments used by the resource extraction issuer for purposes of financial reporting.

(2) Commercial development of oil, natural gas, or minerals means exploration, 

extraction, processing, and export of oil, natural gas, or minerals, or the acquisition 

of a license for any such activity.

(3) Control means that the resource extraction issuer consolidates the entity under 

the accounting principles applicable to the financial statements included in the 

resource extraction issuer’s periodic reports filed pursuant to the Exchange Act 

(i.e., under generally accepted accounting principles in the United States (U.S. 

GAAP) or International Financial Reporting Standards as issued by the International 

Accounting Standards Board (IFRS)). A foreign private issuer that prepares financial 
statements according to a comprehensive set of accounting principles, other than 

U.S. GAAP, and files with the Commission a reconciliation to U.S. GAAP should 

consider determining control using U.S. GAAP. A resource extraction issuer that 

holds only a proportionate interest in an entity does not control that entity for 

purposes of Section 13(q) (15 U.S.C. 78m(q)) and is not required to disclose the 

proportionate amount of payments made by that entity.

(4) Export means the movement of a resource across an international border from 

the host country to another country by a company with an ownership interest in the 

resource. Export does not include the movement of a resource across an international 

border by a company that (i) is not engaged in the exploration, extraction, or 

processing of oil, natural gas, or minerals and (ii) acquired its ownership interest 

in the resource directly or indirectly from a foreign government or the Federal 

Government. Export also does not include cross-border transportation activities by 

an entity that is functioning solely as a service provider, with no ownership interest 

in the resource being transported.

(5) Extraction means the production of oil or natural gas or the extraction of 

minerals.

(6) Federal Government means the Federal government of the United States.

(7) Foreign Government means the national government of a foreign country, as 

well as any department, agency, or instrumentality of the national government, or a 

company at least majority owned by the national government of a foreign country. As used in this Item 2.01, foreign government also includes a foreign subnational 

government, such as the government of a state, province, department, county, district, municipality, or territory under a foreign national government.

(8) Not de minimis means any Payment made to each Foreign Government in a 

host country or the Federal Government that equals or exceeds $100,000, or its 

equivalent in the issuer’s reporting currency, whether made as a single payment or 

series of related payments. In the case of any arrangement providing for periodic 

payments or installments, a resource extraction issuer must use the aggregate 

amount of the related periodic payments or installments of the related payments 

in determining whether the payment threshold has been met for that series of 

payments, and accordingly, whether disclosure is required.

(9) Payment means an amount paid that:

(i) Is made to further the commercial development of oil, natural gas, or minerals;

(ii) Is not de minimis; and
(iii) Is one or more of the following:

(A) Taxes;

(B) Royalties;

(C) Fees;

(D) Production entitlements;

(E) Bonuses;

(F) Dividends;

(G) Payments for infrastructure improvements; and

(H) Community and social responsibility payments that are required by law or 

contract.

(10) Project is defined by using the following three criteria:

(i) The type of resource being commercially developed;

(ii) The method of extraction; and

(iii) The major subnational political jurisdiction where the commercial 

development of the resource is taking place.

(11) Resource extraction issuer means an issuer that:

(i) Is required to file an annual report with the Commission on Form 10-K (17 

CFR 249.310), Form 20-F (18 CFR 249.220f), or Form 40-F (17 CFR 249.240f)

pursuant to Section 13 or 15(d) of the Exchange Act (15 U.S.C. 78m or 78o(d)); 

and

(ii) Engages in the commercial development of oil, natural gas, or minerals.

(12) Subsidiary means an entity controlled directly or indirectly through one or 

more intermediaries.
Instructions to Item 2.01

Disclosure by Subsidiaries and other Controlled Entities

(1) If a resource extraction issuer is controlled by another resource extraction 

issuer that has submitted a Form SD disclosing the information required by 

Item 2.01 for the controlled entity, then such controlled entity is not required to 

provide the disclosure required by Item 2.01 separately. In such circumstances, 

the controlled entity must submit a notice on Form SD indicating that the 

required disclosure was submitted on Form SD by the controlling entity, 

identifying the controlling entity and the date it submitted the disclosure. The 

reporting controlling entity must note that it is submitting the required disclosure 

for a controlled entity and must identify the controlled entity on its Form SD 

submission.

Currency Disclosure and Conversion

(2) A resource extraction issuer must report the amount of payments made for 

each payment type, and the total amount of payments made for each project and to 

each government, during the reporting period in either U.S. dollars or the resource 

extraction issuer’s reporting currency. If a resource extraction issuer has made 

payments in currencies other than U.S. dollars or its reporting currency, it may 

choose to calculate the currency conversion between the currency in which the 

payment was made and U.S. dollars or the resource extraction issuer’s reporting 

currency, as applicable, in one of three ways: (a) by translating the expenses at 

the exchange rate existing at the time the payment is made; (b) using a weighted 

average of the exchange rates during the period; or (c) based on the exchange rate 

as of the resource extraction issuer’s fiscal year end. When calculating whether a 
payment meets or exceeds the “not de minimis” threshold, a resource extraction 

issuer may be required to convert the payment to U.S. dollars, even though it is 

not required to disclose those payments in U.S. dollars. For example, this may 

occur when the resource extraction issuer is using a non-U.S. dollar reporting 

currency. In these instances, the resource extraction issuer may use any of the 

three methods described above for calculating the currency conversion. In all 

cases a resource extraction issuer must disclose the method used to calculate the 

currency conversion and must choose a consistent method for all such currency 

conversions within a particular Form SD submission.

Location Tagging

(3) When identifying the country and major subnational political jurisdiction 

where the commercial development of the resource is taking place, a resource 

extraction issuer must use the combined country and subdivision code provided 

in ISO 3166, if available. When identifying the country in which a government is 

located, a resource extraction issuer must use the two letter country code provided 

in ISO 3166, if available.

Entity Level Disclosure and Tagging

(4) If a government levies a payment obligation, such as a tax or a requirement 

to pay a dividend, at the entity level rather than on a particular project, a resource 

extraction issuer may disclose that payment at the entity level. To the extent that 

payments, such as corporate income taxes and dividends, are made for obligations 

levied at the entity level, a resource extraction issuer may omit certain tags that 

may be inapplicable (e.g., project tag, business segment tag) for those payment 

types as long as it provides all other electronic tags, including the tag identifying 
the recipient government.

Project Disclosure

(5)(i) When identifying the type of resource that is being commercially developed 

for purposes of identifying a project, the resource extraction issuer must identify 

whether the resource is oil, natural gas, or a type of mineral. A resource extraction 

issuer should identify synthetic oil obtained through processing tar sands, bitumen, 

or oil shales as “oil” and should identify gas obtained from methane hydrates as 

“natural gas.” Synthetic oil or gas obtained through processing of coal should be 

identified as “coal.” Minerals must be identified by type, such as gold, copper, 

coal, sand, or gravel, but additional detail is not required. For information on 

which materials are covered by the term “minerals,” refer to Instruction 13 below.

(ii) When identifying the method of extraction for purposes of identifying a 

project, the resource extraction issuer must choose from the following three 

parameters: well, open pit, or underground mining.

(iii) When identifying the national and major subnational political jurisdiction 

for purposes of identifying a project, refer to Instruction 3 to Item 2.01. Onshore 

and offshore development of resources may not be treated as a single project. A 

resource extraction issuer must identify when a project is offshore and identify 

the body of water in which the project is located, using the smallest body of 

water applicable (e.g., gulf, bay, sea), in addition to identifying the nearest major 

subnational political jurisdiction pursuant to Instruction 3 of Item 2.01. If an 

offshore project is equidistant from two major subnational political jurisdictions, 

the issuer may identify both jurisdictions.

(iv) A resource extraction issuer may treat all the activities within a major 
subnational political jurisdiction as a single project, but must describe each type 

of resource being commercially developed and each method of extraction used 

in the description of the project. A resource extraction issuer may not combine 

as one project activities that cross the borders of a major subnational political 

jurisdiction.

Payment Disclosure

(6) In a joint venture or arrangement, where no one party has control, a resource 

extraction issuer that is the operator of the venture or arrangement and makes 

payments to governments for the entire venture or arrangement on behalf of its 

non-operator members must report all of the payments. The non-operator members 

are not required to report payments made to reimburse the operator for their share 

of the payments to governments. Such non-operator members are only required 

to report payments that, as resource extraction issuers, they make directly to 

governments.

(7) Although an entity providing only services to a resource extraction issuer to 

assist with exploration, extraction, processing or export would generally not be 

considered a resource extraction issuer, where such a service provider, acting as 

a third-party agent or broker, makes a payment that falls within the definition of 

“payment” to a government on behalf of a resource extraction issuer, the resource 

extraction issuer must disclose such payment. This disclosure obligation, however, 

does not apply to a non-operator partner of a joint venture or arrangement that 

reimburses the operator for its share of the payments to governments made by the 

operator.

(8) “Processing,” as used in Item 2.01, includes, but is not limited to, midstream 
activities such as removing liquid hydrocarbons from gas, removing impurities 

from natural gas prior to its transport through a pipeline, and upgrading bitumen or 

heavy oil, through the earlier of the point at which oil, gas, or gas liquids (natural 

or synthetic) are either sold to an unrelated third party or delivered to a main 

pipeline, a common carrier, or a marine terminal. It also includes the crushing 

or preparing of raw ore prior to the smelting phase. It does not include the 

downstream activities of refining or smelting.

(9) A resource extraction issuer must disclose taxes on corporate profits, corporate 

income, and production when such taxes are made to further the commercial 

development of oil, natural gas, or minerals. Disclosure of taxes levied on 

consumption, such as value added taxes, personal income taxes, or sales taxes, is 

not required.

(10) Royalties include, but are not limited to, unit-based, value-based, and profitbased royalties. Fees include, but are not limited to, license fees, rental fees, entry 

fees, and other considerations for licenses or concessions. Bonuses include, but are 

not limited to, signature, discovery, and production bonuses.

(11) Dividends paid to a government as a common or ordinary shareholder of the 

resource extraction issuer that are paid to the government under the same terms as 

other shareholders need not be disclosed. The resource extraction issuer, however, 

must disclose any dividends paid in lieu of production entitlements or royalties.

(12) If a resource extraction issuer makes an in-kind payment of the types of 

payments required to be disclosed, the resource extraction issuer must disclose 

the payment. When reporting an in-kind payment, a resource extraction issuer 
must entitlement payment under the rules and then repurchases the resources 

associated with the production entitlement within the same fiscal year, the resource 

extraction issuer must report the payment using the purchase price (rather than at 

cost, or if cost is not determinable, at fair market value). If the in-kind production 

entitlement payment and the subsequent repurchase are made in different fiscal 

years and the purchase price is greater than the previously reported value of the 

in-kind payment, the resource extraction issuer must report the difference in 

values in the latter fiscal year (assuming the amount of that difference exceeds the 

de minimis threshold). In other situations, such as when the purchase price in a 

subsequent fiscal year is less than the in-kind value already reported, no disclosure 

relating to the purchase price is required.

(13) “Minerals,” as used in Item 2.01, includes any material for which an 

issuer with mining operations would provide disclosure under subpart 1300 of 

Regulation S-K (17 CFR 229.1300 et seq.) or any successor requirements or 

policies. It does not include oil and gas resources (as defined in 17 CFR 210.4-

10(a)(16)(D) or any successor provision).

Section 3 – Exhibits

Item 3.01 Exhibits

List below the following exhibits submitted as part of this report:

Exhibit 1.01 – Conflict Minerals Report as required by Items 1.01 and 1.02 of this 

Form.

Exhibit 2.01 – Resource Extraction Payment Report as required by Item 2.01 of 

this Form.

Exhibit 3.01 – Opinion of Counsel as required by Rule 13q-1(d)(1) or (2) (17 CFR 
240.13q-1(d)(1) or (2))

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. 

(Registrant)

By (Signature and Title)* (Date)

*

Print name and title of the registrant’s signing executive officer under his or her

signature.