[Federal Register Volume 82, Number 124 (Thursday, June 29, 2017)]
[Notices]
[Pages 29592-29597]
[FR Doc No: 2017-13590]

-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-81016; File No. SR-NYSEMKT-2017-23]

Self-Regulatory Organizations; NYSE MKT LLC; Order Granting
Approval of Proposed Rule Change To Harmonize the Requirements of the
NYSE MKT Company Guide With the Periodic and Semi-Annual Reporting
Requirements of the NYSE

June 23, 2017.

I. Introduction

    On April 25, 2017, NYSE MKT LLC (the ``Exchange'' or ``NYSE MKT'')
filed with the Securities and Exchange Commission (``Commission''),
pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Exchange Act'') \1\ and Rule 19b-4 thereunder,\2\ a proposed rule
change to harmonize the periodic reporting requirements of the NYSE MKT
Company Guide (the ``Company Guide'') with those of the New York Stock
Exchange LLC (``NYSE''). The proposed rule change was published for
comment in the Federal Register on May 12, 2017.\3\ The Commission
received no comments regarding the proposal. This order approves the
proposed rule change.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 80619 (May 8, 2017),
82 FR 22170 (``Notice'').
---------------------------------------------------------------------------

II. Description of the Proposal

    The Exchange has proposed to harmonize the requirements of the
Company Guide with respect to (i) periodic reporting and (ii) semi-
annual reporting by foreign private issuers, with those of the NYSE
Listed Company Manual (``NYSE Manual'').

A. Amendment to Annual Report Requirements

    Currently, under Section 610(a) of the Company Guide, listed
companies must provide specific enumerated disclosures with regard to
outstanding options.\4\ The

Exchange proposes to remove these requirements because such companies
are already required to include disclosures in their Form 10-K
regarding options available under equity compensation plans, pursuant
to Item 201(d) of Regulation S-K, and options issued as executive
compensation, pursuant to Item 402 of Regulation S-K.\5\ The Exchange
believes that it is appropriate to defer to the Commission in
determining what disclosures should be required of a listed company
with respect to its outstanding options.\6\
---------------------------------------------------------------------------

    \4\ Specifically, Section 610(a) provides that a listed company
must disclose in its annual report to security holders, for the year
covered by the report: (a) The number of unoptioned shares available
at the beginning and at the close of the year for the granting of
options under an option plan; and (b) any changes in the exercise
price of outstanding options, through cancellation and reissuance or
otherwise, except price changes resulting from the normal operation
of anti-dilution provisions of the options.
    \5\ See Notice, supra note 3, at 22171.
    \6\ Id.
---------------------------------------------------------------------------

    Section 610(a) also currently specifies that a company that fails
to file its annual report on Forms 10-K, 20-F, 40-F or N-CSR with the
Commission in a timely manner would be subject to delisting pursuant to
Section 1002(d).\7\ The Exchange proposes to amend this provision to
provide that companies delayed in making these filings would be subject
to the compliance procedures set forth in proposed Section 1007 of the
Company Guide, which establishes compliance procedures for companies
that are delayed in filing their annual and quarterly reports with the
Commission, as further discussed below.
---------------------------------------------------------------------------

    \7\ Section 1002(d) of the Company Guide provides that the
Exchange, as a matter of policy, will consider the suspension of
trading in, or removal from listing or unlisted trading of, any
security when, in the opinion of the Exchange, the issuer has failed
to comply with its listing agreements with the Exchange.
---------------------------------------------------------------------------

    Section 610(b) currently makes reference to providing notice of
material news to the Exchange's StockWatch and Listing Qualifications
Departments. The Exchange proposes to delete these outdated references
and proposes to include a statement that companies should comply with
the Exchange's material news policies set forth in Sections 401 and 402
of the Company Guide by providing notice to the Exchange's Market Watch
Group pursuant to the material news notification requirements of
Sections 401 and 402.\8\
---------------------------------------------------------------------------

    \8\ The Exchange has proposed to delete the related contact
information for the Exchange's StockWatch and Listing Qualifications
Department in Section 610(b) of the Company Guide.
---------------------------------------------------------------------------

    Additionally, Section 610(b) of the Company Guide currently
provides that a listed company that receives an audit opinion that
contains a going concern ``qualification'' must make a public
announcement through the news media disclosing the receipt of such
qualified opinion. The Exchange proposes to replace the reference to a
going concern ``qualification'' with a reference to a going concern
``emphasis'' as the Exchange states that this is a more accurate
accounting characterization.\9\ In addition, the Exchange proposes to
provide that the public announcement of the existence of a going
concern emphasis in an audit opinion must be made contemporaneously
with the filing of such audit opinion with the Commission, rather than
within seven calendar days of such filing as is currently the case. The
Exchange believes a going concern emphasis is material to investors and
should be immediately disclosed.\10\
---------------------------------------------------------------------------

    \9\ See Notice, supra note 3, at 22171.
    \10\ Id.
---------------------------------------------------------------------------

    The Exchange states that prior to an amendment in 2009,\11\ Section
610 of the Company Guide required a listed company to physically
deliver its annual report filed with the Commission to shareholders
each year.\12\ The Exchange states that, as a result of the 2009
amendment, Section 610 no longer requires companies to physically
deliver their annual reports but may instead rely on the fact that
listed company annual reports are required to be made available on or
through the public Web site of the Commission or the applicable listed
company.\13\ Accordingly, the Exchange proposes to delete Sections 611
(Time of Publication), 612 (Request for Extension) and 613 (Good Cause
for Delay) of the Company Guide in their entirety.\14\
---------------------------------------------------------------------------

    \11\ See Securities Exchange Act Release No. 59685 (April 1,
2009), 74 FR 16031 (April 8, 2009) (SR-NYSEAmex-2009-04).
    \12\ See Notice, supra note 3, at 22171.
    \13\ Id.
    \14\ The Exchange has proposed to mark each deleted section as
``Reserved.''
---------------------------------------------------------------------------

    Section 611 specifies timeframes within which a company's hard copy
annual report must be filed with the Exchange and submitted to
shareholders. The Exchange proposes to delete this provision as Section
610 no longer requires the delivery of hard copy annual reports and
proposed Section 1007 will include detailed compliance requirements
with respect to delayed annual report filings.\15\ Similarly, Section
612 sets forth a process for companies to request an extension of time
from the Exchange to distribute hard copy annual reports to their
shareholders. The Exchange proposes to delete this requirement, as
companies are not required to deliver hard copy annual reports under
its current rules and proposed Section 1007 will establish a process
for granting companies additional time when they are delayed in
submitting their annual reports to the Commission.\16\ Section 613
specifies circumstances under which good cause may exist for a company
being delayed in the publication of its annual report. The Exchange
proposes to delete this provision because all determinations as to the
continued listing of companies that are delayed in their annual report
filings will be made pursuant to the provisions of proposed Section
1007.\17\
---------------------------------------------------------------------------

    \15\ See Notice, supra note 3, at 22171.
    \16\ Id.
    \17\ Id.
---------------------------------------------------------------------------

B. Amendment to Timely Filing Criteria

    Currently, the Exchange provides listed companies that are
delinquent in submitting required periodic filings with a compliance
plan under its general provisions for companies that are non-compliant
with Exchange rules, as set forth in Section 1009 (Continued Listing
Evaluation and Follow-Up) of the Company Guide. Section 1009(b) gives
the Exchange the sole discretion to grant companies a time period of up
to 18 months to regain compliance and does not provide specific
guidance on how compliance periods should be administered for companies
delinquent in submitting their periodic filings.\18\ In contrast,
Section 802.01E of the NYSE Manual limits companies to a maximum cure
period of 12 months to submit all delayed filings and includes specific
provisions for determining the period of time companies should be given
to regain compliance within the context of that maximum 12 month period
and what is required to be eligible for that additional time.\19\
Accordingly, the Exchange believes that the NYSE's procedures for
dealing with delinquent filings is more stringent and transparent than
its own and believes that it is appropriate to harmonize its own
process with Section 802.01E of the NYSE Manual to avoid confusion
among investors, companies, and their service providers about the
applicable rules.\20\
---------------------------------------------------------------------------

    \18\ Id. at 22170. While Commentary .01 to Section 1009 states
that delinquencies of Commission filing obligations are among those
that may warrant the imposition of a compliance time period shorter
than 18 months, the Exchange's rules do not provide any guidance on
how this is applied or administered.
    \19\ Id.
    \20\ Id.
---------------------------------------------------------------------------

    Specifically, the Exchange has proposed to adopt new Section 1007
(``Late Filer Rule'') \21\ to explicitly state

that, for purposes of remaining listed on the Exchange, a company would
incur a filing delinquency and be subject to the procedures set forth
in the amended rule on the date on which any of the following occurs:
---------------------------------------------------------------------------

    \21\ The Exchange states that any company that is delayed in
making a filing that would be subject to proposed Section 1007 will
continue to be subject to the compliance plan provisions of Section
1009 in relation to that delayed filing, but will be subject to
proposed Section 1007 in relation to any subsequent delayed filings.
See Notice, supra note 3, at 22173.
---------------------------------------------------------------------------

     The company fails to file its annual report (Forms 10-K,
20-F, 40-F or N-CSR) or its quarterly report on Form 10-Q or semi-
annual report on Form N-CSR (``Semi-Annual Form N-CSR'') with the
Commission by the date such report was required to be filed by the
applicable form, or if a Form 12b-25 was timely filed with the
Commission, the extended filing due date for the annual report, Form
10-Q, or Semi-Annual Form N-CSR (for purposes of this Section 1007, the
later of these two dates, along with any Semi-Annual Report Filing Due
Date as defined below, will be referred to as the ``Filing Due Date''
and the failure to file a report by the applicable Filing Due Date, a
``Late Filing Delinquency''); \22\
---------------------------------------------------------------------------

    \22\ The proposed rule states that the annual report, Form 10-Q,
Semi-Annual Form N-CSR or Semi-Annual Report that gives rise to a
Filing Delinquency shall be referred to therein as the ``Delinquent
Report.''
---------------------------------------------------------------------------

     a listed foreign private issuer fails to file the Form 6-K
containing semi-annual financial information required by proposed
Section 110(e) (the ``Semi-Annual Report'') by the date specified in
that rule (the ``Semi-Annual Report Filing Due Date'');
     the company files its annual report without a financial
statement audit report from its independent auditor for any or all of
the periods included in such annual report (a ``Required Audit Report''
and the absence of a Required Audit Report, a ``Required Audit Report
Delinquency'');
     the company's independent auditor withdraws a Required
Audit Report or the company files a Form 8-K with the Commission
pursuant to Item 4.02(b) thereof disclosing that it has been notified
by its independent auditor that a Required Audit Report or completed
interim review should no longer be relied upon (a ``Required Audit
Report Withdrawal Delinquency''); or
     the company files a Form 8-K with the Commission pursuant
to Item 4.02(a) thereof to disclose that previously issued financial
statements should no longer be relied upon because of an error in such
financial statements or, in the case of a foreign private issuer, makes
a similar disclosure in a Form 6-K filed with the Commission or by
other means (a ``Non-Reliance Disclosure'') and, in either case, the
company does not refile all required corrected financial statements
within 60 days of the issuance of the Non-Reliance Disclosure (an
``Extended Non-Reliance Disclosure Event'' and, together with a Late
Filing Delinquency, a Required Audit Report Delinquency and a Required
Audit Report Withdrawal Delinquency, a ``Filing Delinquency'') (for
purposes of the cure periods described below, an Extended Non-Reliance
Disclosure Event would be deemed to have occurred on the date of
original issuance of the Non-Reliance Disclosure); if the Exchange
believes that a company is unlikely to refile all required corrected
financial statements within 60 days after a Non-Reliance Disclosure or
that the errors giving rise to such Non-Reliance Disclosure are
particularly severe in nature, the Exchange may, in its sole
discretion, determine earlier than 60 days that the applicable company
has incurred a Filing Delinquency as a result of such Non-Reliance
Disclosure.\23\
---------------------------------------------------------------------------

    \23\ See proposed Section 1007 of the Company Guide. Id.
---------------------------------------------------------------------------

    Additionally, under the proposed rule, the Exchange would deem a
company to have incurred a Filing Delinquency if the company submits an
annual report, Form 10-Q, or Semi-Annual Form N-CSR to the Commission
by the applicable Filing Due Date, but such filing fails to include an
element required by the applicable form and the Exchange determines in
the Exchange's sole discretion that such deficiency is material in
nature.\24\
---------------------------------------------------------------------------

    \24\ Id. The Exchange states that the following is a non-
exclusive list of scenarios involving material filing elements that
would cause the Exchange to deem the company to have incurred a Late
Filing Delinquency: The filing does not include required financial
statements or a required audit opinion; a required financial
statement audit opinion includes qualifying or disclaiming language
or the auditor provides an adverse financial statement audit
opinion; a required financial statement audit opinion is unsigned or
undated; there is a discrepancy between the period end date for
required financial statements and the date cited in the related
audit report; the company's auditor has not conducted a SAS 100
review with respect to the company's Form 10-Q; required chief
executive officer or chief financial officer certifications are
missing; a Sarbanes-Oxley Act Section 404 required internal control
report or auditor certification is missing; the filing does not
comply with the applicable SEC XBRL requirements; or the filing does
not include signatures of officers or directors required by the
applicable form. See Notice, supra note 3, at 22172, n.8.
---------------------------------------------------------------------------

    A company that has an uncured Filing Delinquency will not incur an
additional Filing Delinquency if it fails to file a subsequent annual
report, Form 10-Q, Semi-Annual Form N-CSR or Semi-Annual Report (a
``Subsequent Report'') by the applicable Filing Due Date for such
Subsequent Report.\25\ However, in order for the company to cure its
initial Filing Delinquency, no Subsequent Report may be delinquent or
deficient on the date by which the initial Filing Delinquency is
required to be cured.\26\
---------------------------------------------------------------------------

    \25\ See id.
    \26\ See id.
---------------------------------------------------------------------------

    Upon the occurrence of a Filing Delinquency, the Exchange would
promptly send written notification to a company of the procedures
relating to late filings (the ``Filing Delinquency Notification'').
Within five days of the date of the Filing Delinquency Notification,
the company would be required to contact the Exchange to discuss the
status of the Delinquent Report and issue a press release disclosing
the occurrence of the Filing Delinquency, the reason therefor, and (if
known) the anticipated date such Filing Delinquency will be cured via
the filing or refiling of the applicable report, as the case may
be.\27\
---------------------------------------------------------------------------

    \27\ See proposed Section 1007 of the Company Guide. If the
company has not issued the required press release within five days
of the date of the Filing Delinquency Notification, the Exchange
will issue a press release stating that the company has incurred a
Filing Delinquency and providing a description thereof. Id.
---------------------------------------------------------------------------

    During the six-month period from the date of the Filing Delinquency
(the ``Initial Cure Period''), the Exchange would monitor the company
and the status of the Delinquent Report and any Subsequent Reports,
including through contact with the company, until the Filing
Delinquency is cured.\28\ If the company fails to cure the Filing
Delinquency within the Initial Cure Period, the Exchange may, in its
sole discretion, allow the company's securities to be traded for up to
an additional six-month period (the ``Additional Cure Period'')
depending on the company's specific circumstances.\29\ If the Exchange
determines that an Additional Cure Period is not appropriate,
suspension and delisting procedures would commence in accordance with
the procedures set out in Section 1010 (Procedures for Delisting and
Removal) of the Company Guide.\30\ A company would not be eligible to
follow the procedures outlined in Section 1009

with respect to these criteria.\31\ Notwithstanding the foregoing,
however, under the proposed rule the Exchange may in its sole
discretion decide: (i) Not to afford a company any Initial Cure Period
or Additional Cure Period, as the case may be, at all; or (ii) at any
time during the Initial Cure Period or Additional Cure Period, as the
case may be, to truncate the Initial Cure Period or Additional Cure
Period and immediately commence suspension and delisting procedures if
the company is subject to delisting pursuant to any other provision of
the Company Guide, including if the Exchange believes, in the
Exchange's sole discretion, that continued listing and trading of a
company's securities on the Exchange is inadvisable or unwarranted in
accordance with Sections 1001-1006 of the Company Guide.\32\
---------------------------------------------------------------------------

    \28\ Id. Under the proposed rule, a company that has an uncured
Filing Delinquency would not incur an additional Filing Delinquency
if it fails to file a Subsequent Report by the applicable Filing Due
Date. However, in order for the company to cure its initial Filing
Delinquency, no Subsequent Report may be delinquent or deficient on
the date by which the initial Filing Delinquency is required to be
cured. Id.
    \29\ Id.
    \30\ Id.
    \31\ Id.
    \32\ Id.
---------------------------------------------------------------------------

    The Exchange may also commence suspension and delisting procedures
if it believes, in its sole discretion, that it is advisable to do so
based on an analysis of all relevant factors, including, but not
limited to:
     Whether there are allegations of financial fraud or other
illegality in relation to the company's financial reporting;
     the resignation or termination by the company of the
company's independent auditor due to a disagreement;
     any extended delay in appointing a new independent auditor
after a prior auditor's resignation or termination;
     the resignation of members of the company's audit
committee or other directors;
     the resignation or termination of the company's chief
executive officer, chief financial officer or other key senior
executives;
     any evidence that it may be impossible for the company to
cure its Filing Delinquency within the cure periods otherwise available
under the Late Filer Rule; and
     any past history of late filings.\33\
---------------------------------------------------------------------------

    \33\ Id.
---------------------------------------------------------------------------

    In determining whether an Additional Cure Period after the
expiration of the Initial Cure Period is appropriate, the Exchange
would consider the likelihood that the Delinquent Report and all
Subsequent Reports can be filed or refiled, as applicable, during the
Additional Cure Period, as well as the company's general financial
status, based on information provided by a variety of sources,
including the company, its audit committee, its outside auditors, the
staff of the Commission and any other regulatory body.\34\ Further, the
Exchange would strongly encourage companies to provide ongoing
disclosure on the status of the Delinquent Report and any Subsequent
Reports to the market through press releases, and would also take the
frequency and detail of such information into account in determining
whether an Additional Cure Period is appropriate.\35\
---------------------------------------------------------------------------

    \34\ Id.
    \35\ Id.
---------------------------------------------------------------------------

    As proposed, if the Exchange determines that an Additional Cure
Period is appropriate and the company fails to file the Delinquent
Report and all Subsequent Reports by the end of such additional period,
suspension and delisting procedures would commence immediately in
accordance with the procedures set out in Section 1010.\36\ In no event
would the Exchange continue to trade a company's securities if: (i) It
has failed to cure its Filing Delinquency; or (ii) it is not current
with all Subsequent Reports, on the date that is twelve months after
its initial Filing Delinquency.\37\
---------------------------------------------------------------------------

    \36\ Id.
    \37\ Id.
---------------------------------------------------------------------------

    The Exchange also proposed to include a cross-reference to proposed
Section 1007 in Section 1101 of the Company Guide, which discusses
general Commission filing obligations of listed companies. In addition,
the Exchange proposed to remove a reference to a company's Listing
Qualifications analyst in Section 1101 and replace it with a reference
to Exchange staff, as the Exchange no longer has a department under the
Listings Qualification title.

C. Amendment to Semi-Annual Reporting by Foreign Private Issuers

    The Exchange has proposed to amend Section 110 (Securities of
Foreign Companies) by adding new paragraph (e), which provides that
each listed foreign private issuer will be required, at a minimum, to
submit to the Commission a Form 6-K that includes (i) an interim
balance sheet as of the end of its second fiscal quarter and (ii) a
semi-annual income statement that covers its first two fiscal
quarters.\38\ This Form 6-K must be submitted no later than six months
following the end of the company's second fiscal quarter.\39\
Additionally, the financial information included in the Form 6-K must
be presented in English, but does not have to be reconciled to U.S.
GAAP.\40\ The Exchange has stated that new Section 110(e) would provide
a more specific interim reporting requirement for listed foreign
private issuers and harmonize such rules with Section 203.03 of the
NYSE Manual.\41\
---------------------------------------------------------------------------

    \38\ The Exchange proposes to renumber existing Section 110(e)
to Section 110(f).
    \39\ See proposed Section 110(e) of the Company Guide.
    \40\ See proposed Section 110(e) of the Company Guide.
    \41\ See Notice, supra note 3, at 22170.
---------------------------------------------------------------------------

III. Discussion and Commission Findings

    After careful review, the Commission finds that the proposed rule
change is consistent with the requirements of the Exchange Act and the
rules and regulations thereunder applicable to a national securities
exchange.\42\ In particular, the Commission finds that the proposed
rule change is consistent with Section 6(b)(5) of the Exchange Act,\43\
which requires, among other things, that the rules of a national
securities exchange be designed to promote just and equitable
principles of trade, to remove impediments to and perfect the mechanism
of a free and open market and a national market system, and, in
general, to protect investors and the public interest; and are not
designed to permit unfair discrimination between customers, issuers,
brokers, or dealers.
---------------------------------------------------------------------------

    \42\ In approving this proposal, the Commission has considered
the proposed rule's impact on efficiency, competition, and capital
formation. See 15 U.S.C. 78c(f).
    \43\ 15 U.S.C. 78f(b)(5).
---------------------------------------------------------------------------

    The Commission believes that the goal of ensuring that listed
companies have filed accurate, up-to-date reports under the Exchange
Act is of critical importance so that investors have reliable
information upon which they can make informed investment decisions. For
the same reason, it is also important that companies with stale or
defective publicly filed financial information do not remain listed on
a national securities exchange if such information is not brought up-
to-date or the deficiency cured in a timely manner. As noted above,
under the existing provisions of the Company Guide, a delinquent filer
of Commission required periodic reports could receive up to 18 months
to become up to date in its filings. While the Company Guide suggests a
time period of less than 18 months to achieve compliance may be
appropriate for late filers, there is no specific guidance in the
Company Guide on how such a determination is made and for what time
period. The Commission has also previously noted the importance of
ensuring that companies listed on a national securities exchange are up
to date in

their filings so accurate and timely information is available to
investors.\44\ The Commission believes that the proposed rule change
should help to prevent an undue amount of time from passing without the
company's annual, quarterly or semi-annual reports, as applicable,\45\
being provided to the marketplace. In addition, the Commission believes
that harmonizing the requirements of the Company Guide with respect to
periodic reporting with those of the NYSE Manual are reasonably
designed to help investors and companies avoid confusion and achieve
consistent results for the applicable rules.
---------------------------------------------------------------------------

    \44\ See, e.g., Securities and Exchange Act Release No. 51777
(June 2, 2005), 70 FR 33573 (June 8, 2005).
    \45\ Hereinafter, quarterly and semi-annual reports shall be
referred to as ``interim reports.''
---------------------------------------------------------------------------

    The Commission also believes that proposed Section 1007 should help
to ensure that companies cannot continue to trade for extended periods
of time without making their annual and interim reports publicly
available. In this regard, the Commission notes that the proposed rule
change should help reduce those situations in which investors
continuously have outdated or stale financial information upon which to
base their investment decisions. As is discussed above, a company that
has an uncured Filing Delinquency would not be able to cure the Filing
Delinquency until all subsequent annual or interim reports that are
delinquent have been filed.\46\ In other words, once it is a delinquent
filer, a company can only become current in its filings if all of its
annual and interim filings have been submitted to the Commission within
12 months of the first Filing Delinquency. Furthermore, a listed
company that demonstrates a history of delinquent filings could still
be subject to delisting under the proposed rule change without the
Exchange affording it any cure period at all (or at any time during an
initial or additional cure period) as a result of the Exchange's
ability to commence suspension and delisting procedures based on a
company's ``past history of late filings.'' \47\ The Commission
believes these provisions will enable the Exchange to delist those
companies that have demonstrated a history of providing outdated or
stale financial information to investors and help the Exchange address
the situation where a company becomes current within 12 months and then
a short while later, such as by the next Commission filing date, incurs
another Filing Delinquency. In such a case, the Commission would be
concerned that investors continue to rely on outdated information and
do not have current financial information on a timely basis in which to
make their trading and investment decisions. The Commission believes
that the proposal is reasonably designed to further these goals of
investor protection and therefore is consistent with the Exchange Act
and Section 6(b)(5) thereunder.
---------------------------------------------------------------------------

    \46\ See supra note 28.
    \47\ See supra note 33 and accompanying text.
---------------------------------------------------------------------------

    Additionally, by clearly stating that the Exchange's Late Filer
Rule applies to companies that file late or defective annual and
interim reports, the Commission believes that the proposal should
benefit the public interest and protect investors by helping to assure
that a larger segment of the financial information investors may rely
upon when deciding whether to invest in a company listed on the
Exchange is up-do-date and accurate. Further, by detailing what the
Exchange considers to be a defective annual or interim report and how
the Exchange treats listed companies whose filed reports suffer from a
deficiency, the Commission believes that the proposed rule change
promotes just and equitable principles of trade by providing additional
transparency to listed companies as to what could cause them to become
subject to proposed Section 1007 for a late or deficient filing. For
example, as noted above, Exchange rules will be clear that a company
that files a Form 8-K pursuant to Item 4.02(b) thereof and has a
Required Audit Report Withdrawal Delinquency will be subject to the
procedures in proposed Section 1007 and can only be extended a maximum
of 12 months to cure the delinquency. Moreover, and importantly, this
additional transparency, as well as the more stringent requirements set
forth in the proposed rule, could encourage listed companies to take
extra care to ensure that their filed reports are timely and accurate,
which would protect investors and the public interest. To the extent
this occurs, the Commission believes that the proposal also has the
potential to enhance the reliability of reports filed by companies
listed on the Exchange as well as investor confidence in such reports,
which should help to perfect the mechanism of a free and open market.
    Proposed Section 1007 also gives the Exchange discretion in certain
areas when a filing fails to include an element required by the
applicable Commission form and the Exchange determines in its sole
discretion that such deficiency is material in nature. Proposed Section
1007 provides a non-exclusive list of elements that, if missing from a
filing, would cause the Exchange to deem the company to have incurred a
Filing Delinquency. The Commission notes that any determination by the
Exchange that a missing element is not material for purposes of a
Filing Delinquency has no effect on the company's compliance with
Commission rules. The Commission further notes that while there is a
provision in the new rules concerning a listed company that files a
Form 8-K or Form 6-K announcing a Non-Reliance Disclosure having 60
days to correct its financial statements, the proposal makes clear that
the Filing Delinquency will date from the original announcement of the
Non-Reliance Disclosure if it is not cured within 60 days. This will
ensure that the period for curing a Non-Reliance Disclosure will not
extend past the 12 month period given to listed companies that have had
another type of Filing Delinquency.
    The Commission notes that the time periods allowed to cure a Filing
Delinquency are maximums for purposes of continued listing. The new
provisions being adopted provide additional transparency to investors
and the marketplace but also give the Exchange discretion to analyze
the particular case and consider whether it is appropriate to commence
suspension and delisting procedures immediately based on the particular
facts, as well giving the Exchange discretion to grant an additional
six month cure period, or shorten any time periods previously given.
The new rules provide additional transparency by setting forth certain
factors that may cause immediate delisting or shortened periods, such
as resignation of a company's chief executive officer, financial
officer or members of the audit committee; allegations of fraud or
other illegality in relation to financial reporting; and past history
of late filings. We expect the Exchange to carefully review each Filing
Deficiency and ensure that the public interest is being served by
continued trading. As noted above, the importance of timely and
complete Commission filings to ensure that investors and the
marketplace have accurate and up-to-date information about publicly
traded companies is of extreme importance for confidence in our public
markets.\48\
---------------------------------------------------------------------------

    \48\ As noted above, the Exchange strongly encourages companies
to provide ongoing disclosure on the status of the Delinquent Report
and any Subsequent Reports to the market through press releases, and
would also take the frequency and detail of such information into
account in determining whether an Additional Cure Period is
appropriate. The Commission believes such disclosures are very
important to the marketplace during the delinquency period.

---------------------------------------------------------------------------

    The Commission believes that the amendments to Chapter Six of the
Company Guide will add clarity to the periodic reporting requirements
in connection with proposed Section 1007. For example, as noted above,
the deletion and replacement in Section 610(a) of a reference to
Section 1002(d) regarding delisting procedures with proposed Section
1007 will avoid confusion among investors and companies about the
applicable rules for failure to timely file an annual report with the
Commission. In addition, the Commission believes the proposed
modifications to delete Sections 611 through 613 of the Company Guide
are reasonably designed to protect investors and the public interest by
removing obsolete language that will be replaced with a more detailed
compliance regime in proposed Section 1007.
    The Commission further believes the Exchange's deletion of the
specific enumerated disclosures with regard to outstanding options in
Section 610(a) of the Company Guide is consistent with the Exchange Act
since listed companies are already required to comply with the
Commission's disclosure regime for options in the companies' Form 10-K.
In this regard the Commission believes it is reasonable for the
Exchange to determine it will defer to Commission disclosure
requirements as to options, some of which are similar to the NYSE
requirements.\49\ Similarly, the deletion of outdated references to the
Exchange's StockWatch and Listing Qualifications Departments in Section
610(b) of the Company Guide and their replacement with a statement that
companies should comply with the Exchange's material news policies set
forth in Sections 401 and 402 would provide additional transparency to
a listed company on the disclosure steps that it must take when it
receives an audit opinion that contains a going concern emphasis.\50\
---------------------------------------------------------------------------

    \49\ See supra note 5 and accompanying text.
    \50\ The Commission further believes that the Exchange's
proposal to update the reference to a going concern
``qualification'' with a reference to a going concern ``emphasis''
would align the Exchange's rules more accurately with general
accounting characterizations.
---------------------------------------------------------------------------

    Additionally, the Commission believes that the amendment to require
the public announcement of the existence of a going concern in an audit
opinion be made contemporaneously with the filing of such audit opinion
with the Commission furthers investor protection by ensuring that
investors are made aware, as soon as possible, of material information
that may impact their investment decisions. The Commission also notes
that eliminating the possibility that a company can delay the public
announcement of a going concern opinion for up to seven days, as
currently permitted under the Company Guide, will help to further
investor protection consistent with Section 6(b)(5) of the Exchange
Act.
    Finally, the Commission believes the proposed amendment to
harmonize the semi-annual reporting requirement by foreign private
issuers in new Section 110(e) with the applicable rule in the NYSE
Manual would provide a more precise compliance guideline and establish
a minimum interim reporting regime applicable to all listed foreign
private issuers.\51\ Additionally, the Commission believes the proposed
amendment is consistent with the investor protection objectives of
Section 6(b)(5) because it is reasonably designed to ensure that
foreign private issuers provide timely financial information that is
necessary to enable investors to make informed investment decisions.
---------------------------------------------------------------------------

    \51\ See, e.g., Section 203.03 of the NYSE Manual.
---------------------------------------------------------------------------

IV. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the
Exchange Act,\52\ that the proposed rule change (SR-NYSEMKT-2017-23)
be, and hereby is, approved.
---------------------------------------------------------------------------

    \52\ 15 U.S.C. 78f(b)(2).

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\53\
---------------------------------------------------------------------------

    \53\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Eduardo A. Aleman,
Assistant Secretary.
[FR Doc. 2017-13590 Filed 6-28-17; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 79, Number 54 (Thursday, March 20, 2014)]
[Notices]
[Page 15620]
[FR Doc No: 2014-06125]

-----------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-71728; File No. SR-NYSEMKT-2014-08]

Self-Regulatory Organizations; NYSE MKT LLC; Order Approving
Proposed Rule Change, as Modified by Amendment No. 1, Amending Various
Sections of Both the Limited Liability Company Agreement of NYSE Amex
Options LLC Dated as of June 29, 2011 and the Members Agreement Dated
as of June 29, 2011 By and Among the Company, NYSE MKT, NYSE Euronext,
Banc of America Strategic Investments Corporation, Barclays Electronic
Commerce Holdings Inc., Citadel Securities LLC, Citigroup Financial
Strategies, Inc., Goldman, Sachs & Co., Datek Online Management Corp.
and UBS Americas Inc. in Order To Make Certain Technical Changes Within
the Aforementioned Agreements

March 14, 2014.
    On January 14, 2014, NYSE MKT LLC (``NYSE MKT'' or ``Exchange'')
filed with the Securities and Exchange Commission (``Commission''),
pursuant to Section 19(b)(1) of the Securities Exchange Act of 1934
(``Act'') \1\ and Rule 19b-4 thereunder,\2\ a proposed rule change to
amend various sections of both the Limited Liability Company Agreement
of NYSE Amex Options LLC (``Company'') dated as of June 29, 2011 (``LLC
Agreement'') and the Members Agreement dated as of June 29, 2011 by and
among the Company, NYSE MKT, NYSE Euronext, Banc of America Strategic
Investments Corporation, Barclays Electronic Commerce Holdings Inc.,
Citadel Securities LLC, Citigroup Financial Strategies, Inc., Goldman,
Sachs & Co., Datek Online Management Corp. and UBS Americas Inc.
(collectively, excluding the Company, NYSE MKT and NYSE Euronext, the
``Founding Firms'') (``Members Agreement'') in order to make certain
technical modifications and clarifications to certain provisions of the
LLC Agreement and the Members Agreement. The proposed rule change was
published for comment in the Federal Register on January 31, 2014.\3\
The Commission received no comments on the proposal. On March 12, 2014,
the Exchange filed Amendment No. 1 to the proposed rule change.\4\ This
order approves the proposed rule change as modified by Amendment No. 1.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ See Securities Exchange Act Release No. 71408 (January 27,
2014), 79 FR 5481 (``Notice'').
    \4\ Amendment No. 1 made three non-substantive corrections to
the rule text marking in Exhibit 5 of the proposal. Because
Amendment No. 1 is technical in nature, the Commission is not
required to publish it for public comment.
---------------------------------------------------------------------------

    After careful review, the Commission finds that the proposed rule
change is consistent with the requirements of the Act and the rules and
regulations thereunder applicable to a national securities exchange \5\
and, in particular, the requirements of Sections 6(b)(1) and 6(b)(5) of
the Act.\6\ The proposal makes certain technical modifications and
clarifications to certain provisions of the LLC Agreement and the
Members Agreement, as well as several typographical corrections. The
Commission notes that it previously found the LLC Agreement and the
Members Agreement to be consistent with the Act, and in particular
Sections 6(b)(1) and 6(b)(5),\7\ and that the proposed rule change does
not substantively change the relevant provisions of such agreements.\8\
---------------------------------------------------------------------------

    \5\ In approving this proposed rule change, the Commission has
considered the proposed rule's impact on efficiency, competition,
and capital formation. See 15 U.S.C. 78c(f).
    \6\ 15 U.S.C. 78f(b)(1) and 78f(b)(5).
    \7\ See Securities Exchange Act Release No. 64742 (June 24,
2011), 76 FR 38436 (June 30, 2011) (SR-NYSEAmex-2011-18). See also
Securities Exchange Act Release No. 67902 (September 21, 2012), 77
FR 59423 (September 27, 2012) (SR-NYSEMKT-2012-23).
    \8\ The Commission also notes that the Exchange represented in
its proposal that the technical modifications made by the proposed
rule change are not intended to substantively change the relevant
provisions of the LLC Agreement or the Members Agreement, but only
to ensure that such agreements clearly reflect the original
intentions of the parties to those agreements. See Notice, supra
note 3, 79 FR 5482 (January 31, 2014).
---------------------------------------------------------------------------

    For the foregoing reasons, the Commission believes that the
proposed rule change is consistent with the Act.
    It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\9\ that the proposed rule change (SR-NYSEMKT-2014-08), as modified
by Amendment No. 1, be, and it hereby is, approved.
---------------------------------------------------------------------------

    \9\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\10\
---------------------------------------------------------------------------

    \10\ 17 CFR 200.30-3(a)(12).
---------------------------------------------------------------------------

Kevin M. O'Neill,
Deputy Secretary.
[FR Doc. 2014-06125 Filed 3-19-14; 8:45 am]
BILLING CODE 8011-01-P


[Federal Register Volume 78, Number 157 (Wednesday, August 14, 2013)]
[Notices]
[Page 49508]
[FR Doc No: 2013-19651]

-----------------------------------------------------------------------

DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket No. ER13-2107-000]

Solar Partners I, LLC; Supplemental Notice That Initial Market-
Based Rate Filing Includes Request for Blanket Section 204
Authorization

    This is a supplemental notice in the above-referenced proceeding of
Solar Partners I, LLC's application for market-based rate authority,
with an accompanying rate tariff, noting that such application includes
a request for blanket authorization, under 18 CFR Part 34, of future
issuances of securities and assumptions of liability.
    Any person desiring to intervene or to protest should file with the
Federal Energy Regulatory Commission, 888 First Street NE., Washington,
DC 20426, in accordance with Rules 211 and 214 of the Commission's
Rules of Practice and Procedure (18 CFR 385.211 and 385.214). Anyone
filing a motion to intervene or protest must serve a copy of that
document on the Applicant.
    Notice is hereby given that the deadline for filing protests with
regard to the applicant's request for blanket authorization, under 18
CFR part 34, of future issuances of securities and assumptions of
liability, is August 27, 2013.
    The Commission encourages electronic submission of protests and
interventions in lieu of paper, using the FERC Online links at http://www.ferc.gov. To facilitate electronic service, persons with Internet
access who will eFile a document and/or be listed as a contact for an
intervenor must create and validate an eRegistration account using the
eRegistration link. Select the eFiling link to log on and submit the
intervention or protests.
    Persons unable to file electronically should submit an original and
14 copies of the intervention or protest to the Federal Energy
Regulatory Commission, 888 First Street NE., Washington, DC 20426.
    The filings in the above-referenced proceeding are accessible in
the Commission's eLibrary system by clicking on the appropriate link in
the above list. They are also available for review in the Commission's
Public Reference Room in Washington, DC. There is an eSubscription link
on the Web site that enables subscribers to receive email notification
when a document is added to a subscribed docket(s). For assistance with
any FERC Online service, please email<EMAIL_ADDRESS>or
call<PHONE_NUMBER> (toll free). For TTY, call<PHONE_NUMBER>.

    Dated: August 7, 2013.
Kimberly D. Bose,
Secretary.
[FR Doc. 2013-19651 Filed 8-13-13; 8:45 am]
BILLING CODE 6717-01-P


[Federal Register: September 13, 2006 (Volume 71, Number 177)]
[Notices]
[Page 54034]
[DOCID:fr13se06-42]

-----------------------------------------------------------------------

DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket No. EL06-102-000]

American Electric Power Service Corporation; Notice of Filing

September 7, 2006.
    Take notice that on August 28, 2006, American Electric Power
Service Corporation filed a petition of declaratory order, pursuant to
rule 207 of the Commission's Rules of Practice and Procedure, 18 CFR
385.207.
    Any person desiring to intervene or to protest this filing must
file in accordance with Rules 211 and 214 of the Commission's Rules of
Practice and Procedure (18 CFR 385.211, 385.214). Protests will be
considered by the Commission in determining the appropriate action to
be taken, but will not serve to make protestants parties to the
proceeding. Any person wishing to become a party must file a notice of
intervention or motion to intervene, as appropriate. Such notices,
motions, or protests must be filed on or before the comment date. On or
before the comment date, it is not necessary to serve motions to
intervene or protests on persons other than the Applicant.
    The Commission encourages electronic submission of protests and
interventions in lieu of paper using the ``eFiling'' link at http://www.ferc.gov.
 Persons unable to file electronically should submit an

original and 14 copies of the protest or intervention to the Federal
Energy Regulatory Commission, 888 First Street, NE., Washington, DC
20426.
    This filing is accessible on-line at http://www.ferc.gov, using the

``eLibrary'' link and is available for review in the Commission's
Public Reference Room in Washington, DC. There is an ``eSubscription''
link on the Web site that enables subscribers to receive e-mail
notification when a document is added to a subscribed docket(s). For
assistance with any FERC Online service, please e-mail
<EMAIL_ADDRESS>or call<PHONE_NUMBER> (toll free). For

TTY, call<PHONE_NUMBER>.
    Comment Date: 5 p.m. Eastern Time on September 27, 2006.

Magalie R. Salas,
Secretary.
[FR Doc. E6-15173 Filed 9-12-06; 8:45 am]

BILLING CODE 6717-01-P


[Federal Register: September 29, 2009 (Volume 74, Number 187)]
[Proposed Rules]
[Page 49834-49835]
[DOCID:fr29se09-21]

-----------------------------------------------------------------------

ENVIRONMENTAL PROTECTION AGENCY

40 CFR Part 52

[EPA-R03-OAR-2009-0199; FRL-8963-7]

Approval and Promulgation of Air Quality Implementation Plans;
Maryland; Determination of Clean Data for the 1997 Fine Particulate
Matter Standard

AGENCY: Environmental Protection Agency (EPA).

ACTION: Proposed rule; reopening of the comment period.

-----------------------------------------------------------------------

SUMMARY: EPA is reopening the comment period for a notice of proposed
rulemaking (NPR) published on July 31, 2009 (74 FR 38161). In the NPR,
EPA proposed to determine that the Baltimore, Maryland portion of the
Hagerstown-Martinsburg nonattainment areas for the 1997 National
Ambient Air Quality Standard (NAAQS) fine particulate
(PM2.5) have clean data for the 1997 PM2.5 NAAQS.
EPA received comments from EarthJustice requesting that the 2009
monitored data referred to in the proposed rule be made available as
part of the record and that the proposed rule either be revised or the
comment period reopened to allow the public to consider the data. EPA
is, therefore, reopening the comment period and including the data that
was relied upon for the proposed clean data determination as well as
the 2009 monitored data. The data relied upon by EPA is now provided in
a Technical Support Document which is included in the record for this
rulemaking. EPA is reopening the comment period through October 29,
2009. All comments received on or before October 29, 2009 will be
entered into the public record and considered by EPA before taking
final action on the proposed rule.

DATES: Written comments must be received on or before October 29, 2009.

ADDRESSES: Submit your comments, identified by Docket ID Number EPA-
R03-OAR-2009-0199 by one of the following methods:
    A. http://www.regulations.gov. Follow the on-line instructions for
submitting comments.
    B. E-mail<EMAIL_ADDRESS>    C. Mail: EPA-R03-OAR-2009-0199, Cristina Fernandez, Chief, Air
Quality Planning Branch, Mailcode 3AP21, U.S. Environmental Protection
Agency, Region III, 1650 Arch Street, Philadelphia, Pennsylvania 19103.
    D. Hand Delivery: At the previously-listed EPA Region III address.
Such deliveries are only accepted during the Docket's normal hours of
operation, and special arrangements should be made for deliveries of
boxed information.
    Instructions: Direct your comments to Docket ID No. EPA-R03-OAR-
2009-0199. EPA's policy is that all comments received will be included
in the public docket without change, and may be made available online
at http://www.regulations.gov, including any personal information
provided, unless the comment includes information claimed to be
Confidential Business Information (CBI) or other information whose
disclosure is restricted by statute. Do not submit information that you
consider to be CBI or otherwise protected through http://
www.regulations.gov or e-mail. The http://www.regulations.gov Web site
is an ``anonymous access'' system, which means EPA will not know your
identity or contact information unless you provide it in the body of
your comment. If you send an e-mail comment directly to EPA without
going through http://www.regulations.gov, your e-mail address will be
automatically captured and included as part of the comment that is
placed in the public docket and made available on the Internet. If you
submit an electronic comment, EPA recommends that you include your name
and other contact information in the body of your comment and with any
disk or CD-ROM you submit. If EPA cannot read your comment due to
technical difficulties and cannot contact you for clarification, EPA
may not be able to consider your comment. Electronic files should avoid
the use of special characters, any form of encryption, and be free of
any defects or viruses.
    Docket: All documents in the electronic docket are listed in the
http://www.regulations.gov index. Although listed in the index, some
information is not publicly available, i.e., CBI or other information
whose disclosure is restricted by statute. Certain other material, such
as copyrighted material, is not placed on

the Internet and will be publicly available only in hard copy form.
Publicly available docket materials are available either electronically
in http://www.regulations.gov or in hard copy during normal business
hours at the Air Protection Division, U.S. Environmental Protection
Agency, Region III, 1650 Arch Street, Philadelphia, Pennsylvania 19103.

FOR FURTHER INFORMATION CONTACT: Jacqueline Lewis,<PHONE_NUMBER>, or
by e-mail at<EMAIL_ADDRESS>
    Dated: September 18, 2009.
William C. Early,
Acting Regional Administrator, Region III.
[FR Doc. E9-23502 Filed 9-28-09; 8:45 am]

BILLING CODE 6560-50-P


[Federal Register Volume 87, Number 28 (Thursday, February 10, 2022)]
[Proposed Rules]
[Pages 7786-7788]
[FR Doc No: 2022-02721]

-----------------------------------------------------------------------

ENVIRONMENTAL PROTECTION AGENCY

40 CFR Part 52

[EPA-R04-OAR-2020-0702 FRL-9537-01-R4]

Air Plan Approval; Georgia; Air Quality Control, Miscellaneous
Rule Revisions to Definitions and Permitting

AGENCY: Environmental Protection Agency (EPA).

ACTION: Proposed rule.

-----------------------------------------------------------------------

SUMMARY: The Environmental Protection Agency (EPA) is proposing to
approve changes to the Georgia state implementation plan (SIP)
submitted on behalf of the State of Georgia by the Georgia
Environmental Protection Division (GA EPD) through a letter dated
September 1, 2020. This revision includes changes to the State's air
quality regulations incorporated into the SIP by changing the
definition of ``pollution control project'' and making minor changes to
the corresponding minor new source review (NSR) permitting regulations
for consistency. EPA is proposing to approve this SIP revision because
the State has demonstrated that these changes are consistent with the
Clean Air Act (CAA or Act).

DATES: Comments must be received on or before March 14, 2022.

ADDRESSES: Submit your comments, identified by Docket ID No. EPA-R04-
OAR-2020-0702 at www.regulations.gov. Follow the online instructions
for submitting comments. Once submitted, comments cannot be edited or
removed from Regulations.gov. EPA may publish any comment received to
its public docket. Do not submit electronically any information you
consider to be Confidential Business Information (CBI) or other
information whose disclosure is restricted by statute. Multimedia
submissions (audio, video, etc.) must be accompanied by a written
comment. The written comment is considered the official comment and
should include discussion of all points you wish to make. EPA will
generally not consider comments or comment contents located outside of
the primary submission (i.e., on the web, cloud, or other file sharing
system). For additional submission methods, the full EPA public comment
policy,

information about CBI or multimedia submissions, and general guidance
on making effective comments, please visit www2.epa.gov/dockets/commenting-epa-dockets.

FOR FURTHER INFORMATION CONTACT: Pearlene Williams, Air Regulatory
Management Section, Air Planning and Implementation Branch, Air and
Radiation Division, U.S. Environmental Protection Agency, Region 4, 61
Forsyth Street SW, Atlanta, Georgia 30303-8960. The telephone number is
(404) 562-9144. Ms. Williams can also be reached via electronic mail at
[email protected].

SUPPLEMENTARY INFORMATION:

I. Background

    Section 110(a)(2)(C) of the CAA requires that SIPs include a
program for regulating the construction and modification of stationary
sources as necessary to ensure that the national ambient air quality
standards (NAAQS) are achieved. This program is known as NSR and is
composed of three separate programs for issuing permits for the
construction of new sources and the modification of existing sources:
Prevention of Significant Deterioration (PSD), Nonattainment New Source
Review (NNSR), and minor NSR. PSD applies to major stationary sources
in areas designated as attainment or unclassifiable for a NAAQS; NNSR
applies to major stationary sources in nonattainment areas; and the
minor NSR program applies to new or modified stationary sources that do
not require PSD or NNSR permits, as necessary to assure that NAAQS are
achieved.\1\ Georgia has a SIP-approved minor NSR program at Georgia
Rule 391-3-1-.03, and this notice of proposed rulemaking (NPRM)
pertains to certain Georgia SIP-approved rules regulating minor NSR
program permit exemptions.
---------------------------------------------------------------------------

    \1\ Areas that EPA has determined to be in attainment with a
NAAQS are designated as ``attainment areas;'' areas that EPA has
determined to have insufficient information to determine whether the
area meets a NAAQS are designated as ``unclassifiable areas;'' and
areas that EPA has determined to be in violation of a NAAQS are
designated as ``nonattainment areas.''
---------------------------------------------------------------------------

    EPA is proposing to approve a SIP revision submitted on behalf of
the State of Georgia by GA EPD through a letter dated September 1,
2020.\2\ This revision changes the definition of ``pollution control
project'' (PCP) at Georgia Rule 391-3-1-.01(qqqq). Pursuant to Rule
391-3-1-.03(6), ``Exemptions,'' at subsection (j),\3\ PCPs are exempt
from the requirement to obtain a minor source construction permit under
Georgia Rule 391-3-1-.03(1), ``Construction (SIP) Permits.'' The
submittal first changes the definition of PCP to require that any
collateral emissions increase from a PCP must be lower than the
emissions thresholds established to exempt cumulative modifications at
Rule 391-3-1-.03(6)(i)3.(i)-(v) from minor source construction
permitting.\4\ Secondly, the definition is changed to revise the list
of projects that are presumed to be environmentally beneficial and
qualify as PCPs. Lastly, the definition is revised to change rule
cross-references for consistency with the revision to the list of
projects. The September 1, 2020, SIP revision also makes changes to
Rule 391-3-1-.03, ``Permits,'' at section (6)(j), ``Construction Permit
Exemption for Pollution Control Projects'' to update the cross-
references to Rule 391-3-1-.01(qqqq) to correspond to the updated list
of projects. The changes to Rule 391-3-1-.03(6) also include minor
administrative edits that do not change the meaning of the existing
SIP-approved provisions.
---------------------------------------------------------------------------

    \2\ The September 1, 2020, submittal contains changes to other
SIP-approved rules that are not addressed in this notice. EPA will
be acting on those rules separately.
    \3\ EPA approved the PCP definition into the SIP, with the
exception of subsections (qqqq)1. and (qqqq)3.-8., on May 29, 2020.
See 85 FR 32300.
    \4\ SIP-approved Rule 391-3-1-.03(6)(i)3 states ``Cumulative
modifications not covered in an existing permit to an existing
permitted facility where the combined emission increases (excluding
any contemporaneous emission decreases, i.e., ``netting'' is not
allowed) from all nonexempt modified activities are below the
following thresholds for all pollutants: (i) 25 tons per year of
carbon monoxide; (ii) 150 pounds per year total with a 1.5 pound per
day maximum emission of lead; (iii) 10 tons per year of particulate
matter, PM10 or sulfur dioxide; (iv) 10 tons per year of
nitrogen oxides or volatile organic compounds (VOCs) except in the
counties of Cherokee, Clayton, Cobb, Coweta, DeKalb, Douglas,
Fayette, Forsyth, Fulton, Gwinnett, Henry, Paulding, or Rockdale,
where less than 2.5 tons per year of nitrogen oxides or VOCs is
exempted; and (v) 2 tons per year total with a 15 pound per day
maximum emission of any single hazardous air pollutant and less than
5 tons per year of any combination of hazardous air pollutants.''
---------------------------------------------------------------------------

    Federal regulations governing the implementation of minor NSR
programs are codified at 40 CFR 51.160 through 51.164. With regard to
revisions to SIPs, CAA section 110(l) provides that EPA shall not
approve a revision to a plan if the revision would interfere with any
applicable requirement concerning attainment and reasonable further
progress (as defined in CAA Section 171), or any other applicable
requirement of the CAA. Section 193 of the CAA provides, in part, that
``No control requirement in effect, or required to be adopted by an
order, settlement agreement, or plan in effect before November 15,
1990, in any area which is a nonattainment area for any air pollutant
may be modified after November 15, 1990, in any manner unless the
modification insures equivalent or greater emission reductions of such
air pollutant.'' \5\ EPA believes the proposed changes submitted by
Georgia will not lead to any increases of NAAQS pollutants and will not
otherwise interfere with any CAA applicable requirement. The changes to
the PCP rules and EPA's rationale for proposing approval are described
in more detail in section II of this NPRM.
---------------------------------------------------------------------------

    \5\ Several counties in the Atlanta, Georgia metropolitan area
are designated as marginal nonattainment for the 2015 8-hour ozone
NAAQS. See 40 CFR 81.311.
---------------------------------------------------------------------------

II. Analysis of the State's Submission

    EPA is proposing to approve changes to the definition of
``pollution control project'' at section (qqqq) of Rule 391-3-1-.01,
``Definitions.'' The changes add language to ensure that an
environmentally beneficial activity, set of work practices, or projects
at an existing emissions unit that reduces emissions may be considered
a PCP only if any associated collateral emissions increase is less than
the thresholds listed in Rule 391-3-1-.03(6)(i)3.(i)-(v). This change
to the definition is SIP-strengthening as it acts to restrict the PCP
construction permitting exemption in SIP-approved Rule 391-3-
1-.03(6)(j) to projects with emissions below the thresholds in Rule
391-3-1-.03(6)(i)3.
    The State revised the number of projects listed in section 391-3-
1-.01(qqqq) that are presumed to be environmentally beneficial and
qualify as PCPs by removing subsections (qqqq)1., 3., 5., 6., 7. and 8.
However, subsections (qqqq)1. and 3. through 8. are not in the SIP.\6\
Therefore, the net proposed change to the Georgia SIP is that SIP-
approved subsection (qqqq)2. is renumbered as (qqqq)1.\7\ and a new
(qqqq)2 is added.\8\ Adding the projects

listed in subsection (qqqq)2. would not increase the number of projects
exempt from permitting under the SIP because they must have emissions
below the thresholds in the revised PCP definition, and therefore,
already qualify for the SIP permitting exemption found at subsection
391-3-1-.03(6)(i)3. Lastly, the definition is revised to change rule
cross-references to the listed PCP subsections from 391-3-1-.01(qqqq)1.
through 8. to 391-3-1-.01(qqqq)1. and 2. for consistency with the
revision to the list of projects.
---------------------------------------------------------------------------

    \6\ See 85 FR 32300 (May 29, 2020).
    \7\ SIP-approved Subsection (qqqq)2., proposed to be renumbered
as (qqqq)1., lists ``[e]lectrostatic precipitators, baghouses, high-
efficiency multiclones, or scrubbers for control of particulate
matter or other air contaminants.''
    \8\ The new subsection (qqqq)2. states ``[r]egenerative thermal
oxidizers, catalytic oxidizers, condensers, thermal incinerators,
hydrocarbon combustion flares, biofiltration, absorbers and
adsorbers, and floating roofs for storage vessels for control of
volatile organic compounds or hazardous air pollutants. For this
section, `hydrocarbon combustion flare' means either a flare used to
comply with an applicable New Source Performance Standard or Maximum
Available Control Technology standard (including uses of flares
during startup, shutdown, or malfunction permitted under such a
standard), or a flare that serves to control emissions of waste
streams comprised predominately of hydrocarbons and containing no
more than 230 mg/dscm hydrogen sulfide.''
---------------------------------------------------------------------------

    In addition, this revision modifies cross-references in Rule 391-3-
1-.03(6), ``Exemptions,'' to align with revisions made in section
.01(qqqq) by changing the citation ``subsection 391-3-1-.01(qqqq)1.
through 8.'' to ``subsection 391-3-1-.01(qqqq)1. and 2.'' Furthermore,
this revision replaces the phrase ``million BTUs per hour'' with its
abbreviated form, ``MMBtu/hr,'' throughout Rule 391-3-1-.03(6) and
makes a change at subparagraph 391-3-1-.03(6)(h)14.(vii) by adding the
word ``and'' to the end of a phrase for clarity.
    Because the aforementioned changes do not alter the universe of
sources exempted from minor source construction permitting under the
SIP with this revision, Georgia's SIP is not being relaxed. Therefore,
EPA believes that these changes are consistent with CAA sections 110(l)
and 193, and requirements for minor source permitting in CAA section
110(a)(2)(C) and federal regulations. Thus, EPA is proposing to approve
the SIP revision.

II. Incorporation by Reference

    In this document, EPA is proposing to include in a final rule
regulatory text that includes incorporation by reference. In accordance
with requirements of 1 CFR 51.5, EPA is proposing to incorporate by
reference Georgia Rule 391-3-1-.01, ``Definitions'' at section (qqqq),
state effective on July 29, 2020, which revises the definition of
``Pollution control project,'' and Georgia Rule 391-3-1-.03(6),
``Exemptions,'' also state effective on July 29, 2020, which is revised
to establish consistency with the proposed revisions to 391-3-
1-.01(qqqq). EPA has made, and will continue to make, these materials
generally available through www.regulations.gov and at the EPA Region 4
office (please contact the person identified in the FOR FURTHER
INFORMATION CONTACT Section of this preamble for more information).

III. Proposed Action

    EPA is proposing to approve the aforementioned changes to the
Georgia SIP. Specifically, EPA is proposing to approve the revisions to
section (qqqq) of Rule 391-3-1-.01, ``Definitions'' and throughout
section 391-3-1-.03(6), ``Exemptions.'' EPA is proposing to approve
these changes because they are consistent with the CAA.

IV. Statutory and Executive Order Reviews

    Under the CAA, the Administrator is required to approve a SIP
submission that complies with the provisions of the Act and applicable
Federal regulations. See 42 U.S.C. 7410(k); 40 CFR 52.02(a). Thus, in
reviewing SIP submissions, EPA's role is to approve state choices,
provided they meet the criteria of the CAA. This action merely proposes
to approve state law as meeting Federal requirements and does not
impose additional requirements beyond those imposed by state law. For
that reason, this proposed action:
     Is not a significant regulatory action subject to review
by the Office of Management and Budget under Executive Orders 12866 (58
FR 51735, October 4, 1993) and 13563 (76 FR 3821, January 21, 2011);
     Does not impose an information collection burden under the
provisions of the Paperwork Reduction Act (44 U.S.C. 3501 et seq.);
     Is certified as not having a significant economic impact
on a substantial number of small entities under the Regulatory
Flexibility Act (5 U.S.C. 601 et seq.);
     Does not contain any unfunded mandate or significantly or
uniquely affect small governments, as described in the Unfunded
Mandates Reform Act of 1995 (Pub. L. 104-4);
     Does not have Federalism implications as specified in
Executive Order 13132 (64 FR 43255, August 10, 1999);
     Is not an economically significant regulatory action based
on health or safety risks subject to Executive Order 13045 (62 FR
19885, April 23, 1997);
     Is not a significant regulatory action subject to
Executive Order 13211 (66 FR 28355, May 22, 2001);
     Is not subject to requirements of Section 12(d) of the
National Technology Transfer and Advancement Act of 1995 (15 U.S.C. 272
note) because application of those requirements would be inconsistent
with the CAA; and
     Does not provide EPA with the discretionary authority to
address, as appropriate, disproportionate human health or environmental
effects, using practicable and legally permissible methods, under
Executive Order 12898 (59 FR 7629, February 16, 1994).
    The SIP is not approved to apply on any Indian reservation land or
in any other area where EPA or an Indian tribe has demonstrated that a
tribe has jurisdiction. In those areas of Indian country, the rule does
not have tribal implications as specified by Executive Order 13175 (65
FR 67249, November 9, 2000), nor will it impose substantial direct
costs on tribal governments or preempt tribal law.

List of Subjects in 40 CFR Part 52

    Environmental protection, Air pollution control, Carbon monoxide,
Incorporation by reference, Intergovernmental relations, Lead, Nitrogen
dioxide, Ozone, Particulate matter, Reporting and recordkeeping
requirements, Sulfur oxides, Volatile organic compounds.

    Authority: 42 U.S.C. 7401 et seq.

    Dated: February 3, 2022.
Daniel Blackman,
Regional Administrator, Region 4.
[FR Doc. 2022-02721 Filed 2-9-22; 8:45 am]
BILLING CODE 6560-50-P