[Federal Register: January 3, 2007 (Volume 72, Number 1)]
[Notices]
[Page 162-163]
[DOCID:fr03ja07-72]

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SECURITIES AND EXCHANGE COMMISSION

[Investment Company Act Release No. 27609; 812-13329]

ProShares Trust, et al.; Notice of Application

December 22, 2006.
AGENCY: Securities and Exchange Commission (``Commission'').

ACTION: Notice of an application to amend a prior order under section
6(c) of the Investment Company Act of 1940 (``Act'') granting an
exemption from sections 2(a)(32), 5(a)(1), 22(d) and 24(d) of the Act
and rule 22c-1 under the Act, and under sections 6(c) and 17(b) of the
Act for an exemption from sections 17(a)(1) and (a)(2) of the Act.

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Applicants: ProShares Trust (``Trust''), ProShare Advisors LLC
(``Adviser''), and SEI Investments Distribution Company
(``Distributor'').

Summary of Application: Applicants request an order to amend a prior
order that permits: (a) Series of an open-end management investment
company to issue shares of limited redeemability; (b) secondary market
transactions in the shares of the series to occur at negotiated prices;
(c) dealers to sell shares of the series to purchasers in the secondary
market unaccompanied by a prospectus, when prospectus delivery is not
required by the Securities Act of 1933; and (d) affiliated persons of a
series to deposit securities into, and receive securities from, the
series in connection with the purchase and redemption of aggregations
of the series' shares (``Prior Order'').\1\ Applicants seek to amend
the Prior Order to permit the series described in the application for
the Prior Order (``Initial Funds'') as well as certain new series
(``Additional Funds,'' and together with the Initial Funds, ``Funds'')
to be offered using equity securities indices different than those
permitted under the Prior Order (``New Underlying Indices'').
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    \1\ ProShares Trust, et al., Investment Company Act Release Nos.
27323 (May 18, 2006) (notice) and 27394 (June 13, 2006) (order).

Filing Dates: The application was filed on September 15, 2006, and
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amended on December 20, 2006.

Hearing or Notification of Hearing: An order granting the requested
relief will be issued unless the Commission orders a hearing.
Interested persons may request a hearing by writing to the Commission's
Secretary and serving applicants with a copy of the request, personally
or by mail. Hearing requests should be received by the Commission by
5:30 p.m. on January 17, 2007, and should be accompanied by proof of
service on applicants, in the form of an affidavit or, for lawyers, a
certificate of service. Hearing requests should state the nature of the
writer's interest, the reason for the request, and the issues
contested. Persons who wish to be notified of a hearing may request
notification by writing to the Commission's Secretary.

ADDRESSES: Secretary, Securities and Exchange Commission, 100 F Street,
NE., Washington, DC 20549-1090. Applicants: ProShares Trust and
Adviser, 7501 Wisconsin Avenue, Suite 1000, Bethesda, MD 20814; SEI
Investments Distribution Company, One Freedom Valley Drive, Oaks, PA
19456.

FOR FURTHER INFORMATION CONTACT: John Yoder, Senior Counsel, at (202)
551-6878, or Julia Kim Gilmer, Branch Chief, at<PHONE_NUMBER>
(Division of Investment Management, Office of Investment Company
Regulation).

SUPPLEMENTARY INFORMATION: The following is a summary of the
application. The complete application may be obtained for a fee at the
Commission's Public Reference Desk, 100 F Street, NE., Washington, DC
20549-0102 (tel.<PHONE_NUMBER>).

Applicants' Representations

    1. The Trust is an open-end management investment company
registered under the Act and organized as a Delaware statutory trust.
The Trust is authorized to offer an unlimited number of series. The
Adviser is registered as an investment adviser under the Investment
Advisers Act of 1940 (``Advisers Act'') and will advise each Fund. The
Adviser may enter into subadvisory agreements with additional
investment advisers to act as subadviser to the Trust and any Fund. Any
subadviser to the Trust or a Fund will be registered under the Advisers
Act. The Distributor is registered as a broker-dealer under the
Securities Exchange Act of 1934 and will act as the distributor and
principal underwriter for each Fund's shares.
    2. The Prior Order permits the Initial Funds to seek daily
investment results, before fees and expenses, that correspond to 100%,
125%, 150% or 200% of the performance, or the inverse of the
performance, or 125%, 150% or 200% of the inverse multiple of the
performance of particular equity securities indices.\2\ Applicants seek
to amend the Prior Order to permit both the Initial Funds and
Additional Funds to be offered using New Underlying Indices.\3\ All
Additional Funds will operate in a manner identical to the Initial
Funds. No creator, provider or compiler of a New Underlying Index is or
will be an affiliated person, as defined in section 2(a)(3) of the Act,
or an affiliated person of an affiliated person, of the Trust, a
promoter, the Adviser, any subadviser to any Fund, or the Distributor.
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    \2\ The Prior Order permits the Trust to offer Initial Funds
based on the following underlying indices only: S&P 500 Index,
Nasdaq100 Index, Dow Jones Industrial Average, S&P MidCap400 Index,
Russell 2000 Index, S&P Small Cap 600 Index, Nasdaq Composite Index,
S&P 500/ Citigroup Value Index (formerly S&P 500 BARRA Value Index),
S&P 500/ Citigroup Growth Index (formerly S&P 500 BARRA Growth
Index), S&P MidCap400/ Citigroup Value Index (formerly S&P MidCap400
BARRA Value Index), S&P MidCap 400/ Citigroup Growth Index (formerly
S&P MidCap 400/BARRA Growth Index), S&P SmallCap 600/ Citigroup
Value Index (formerly S&P SmallCap 600/Barra Value Index), S&P
SmallCap 600/ Citigroup Growth Index (formerly S&P SmallCap 600/
BARRA Growth Index), Dow Jones U.S. Airlines Index, Dow Jones U.S.
Banks Index, Dow Jones U.S. Basic Materials Sector Index, Dow Jones
U.S. Biotechnology Index, Dow Jones U.S. Composite Internet Index,
Dow Jones U.S. Consumer Services Index, Dow Jones U.S. Consumer
Goods Index, Dow Jones U.S. Oil & Gas Index, Dow Jones U.S.
Financials Index, Dow Jones U.S. Health Care Index, Dow Jones U.S.
Industrials Index, Dow Jones U.S. Leisure Goods Index, Dow Jones
U.S. Oil Equipment, Services & Distribution Index, Dow Jones U.S.
Pharmaceuticals Index, Dow Jones U.S. Precious Metals Index, Dow
Jones U.S. Real Estate Index, Dow Jones U.S. Semiconductors Index,
Dow Jones U.S. Technology Index, Dow Jones U.S. Telecommunications
Index, Dow Jones U.S. Utilities Index and Dow Jones U.S. Mobile
Communications Index.
    \3\ The New Underlying Indices are the S&P 500 Energy Sector
Index, S&P 500 Materials Sector Index, S&P 500 Industrials Sector
Index, S&P 500 Consumer Discretionary Sector Index, S&P 500 Consumer
Staples Sector Index, S&P 500 Health Care Sector Index, S&P 500
Financials Sector Index, S&P 500 Information Technology Sector
Index, S&P 500 Telecommunication Services Sector Index, S&P 500
Utilities Sector Index, Russell 1000 Value Index, Russell 1000
Growth Index, Russell MidCap Value Index, Russell MidCap Growth
Index, Russell 2000 Value Index, Russell 2000 Growth Index, Russell
3000 Value Index and Russell 3000 Growth Index.
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    3. Applicants state that the Funds will be offered pursuant to the
same terms and provisions contained in the application for the Prior
Order. Applicants agree that the amended order will subject applicants
to the same conditions as imposed by the Prior Order. Applicants
believe that the requested relief continues to meet the necessary
exemptive standards.

    For the Commission, by the Division of Investment Management,
pursuant to delegated authority.
Jill M. Peterson,
Assistant Secretary.
[FR Doc. E6-22447 Filed 12-29-06; 8:45 am]

BILLING CODE 8011-01-P


[Federal Register: May 19, 2008 (Volume 73, Number 97)]
[Notices]
[Page 28848-28850]
[DOCID:fr19my08-97]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-57815; File No. SR-NYSEArca-2007-104]

Self-Regulatory Organizations; NYSE Arca, Inc.; Order Granting
Approval of a Proposed Rule Change, as Modified by Amendment No. 1
Thereto, Relating to Listing Standards for Warrants, Rights, and Units

May 12, 2008.

I. Introduction

    On October 3, 2007, NYSE Arca, Inc. (``NYSE Arca'' or
``Exchange''), through its wholly owned subsidiary, NYSE Arca Equities,
Inc. (``NYSE Arca Equities''), 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 proposal to apply certain initial and continued
listing standards to rights to purchase listed securities and to adopt
new listing requirements for Units.\3\ On March 27, the Exchange filed
Amendment No. 1 to the proposed rule change. The proposed rule change
was published for comment in the Federal Register on April 8, 2008.\4\
The Commission received no comments on the proposal. This order
approves the proposed rule change, as modified by Amendment No. 1
thereto.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
    \3\ ``Units'' are defined as paired securities which may be
transferred and traded only in combination with one another as a
single economic unit. See NYSE Arca Equities Rule 5.1(b)(20).
Currently, the Exchange has continued listing standards for Units in
NYSE Arca Equities Rule 5.5(a), which references NYSE Arca Equities
Rules 5.5(b)-(e). NYSE Arca Equities Rules 5.5(b)-(e) relate to the
continued listing requirements for common stock and common stock
equivalent securities, preferred stock and secondary classes of
common stock, bonds and debentures, and warrants, respectively. See
NYSE Arca Equities Rules 5.5(b)-(e). See also infra note 9.
    \4\ See Securities Exchange Act Release No. 57603 (April 2,
2008), 73 FR 19125.
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II. Description of the Proposal

    The Exchange proposes to: (1) Amend NYSE Arca Equities Rules 5.2(f)
and 5.5(e), the Exchange's initial and continued listing standards for
warrants, to apply such standards to rights to purchase securities; \5\
and (2) adopt new NYSE Arca Equities Rule 5.2(k) to add listing
standards for Units. The Exchange states that the proposed rule changes
herein are modeled upon the rules of The NASDAQ Stock Market LLC
(``Nasdaq'') and provisions contained in the Company Guide of the
American Stock Exchange LLC (``Amex'').\6\
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    \5\ The initial and continued listing standards for warrants
under NYSE Arca Equities Rules 5.2(f) and 5.5(e), respectively, were
approved by the Commission in 1994. See Securities Exchange Act
Release No. 34429 (July 22, 1994), 59 FR 38998 (August 1, 1994) (SR-
PSE-93-12) (approving quantitative and qualitative listing standards
with respect to common stock, preferred stock, bonds and debentures,
warrants, contingent value rights, and other securities).
    \6\ The Exchange states that Nasdaq's initial listing standards
for warrants and rights are set forth in Nasdaq Rule 4420(d), and
its continued listing standards for warrants and rights are set
forth in Nasdaq Rule 4450(d). In addition, Nasdaq's initial listing
standards for units are set forth in Nasdaq Rule 4420(h). The
Exchange also states that the proposal regarding the listing
standards for Units are based, in part, on provisions contained in
the Amex Company Guide. See infra note 12.
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Listing Standards for Warrants and Rights

    Currently, NYSE Arca Equities Rule 5.2(f) addresses the Exchange's
initial listing standards for warrants. The Exchange proposes to add
rights to this Rule and apply these same initial listing standards to
both warrants and rights to purchase securities.\7\ As is the case for
warrants, at least 500,000 rights must be publicly held by not less
than 250 public beneficial holders under NYSE Arca Equities Rule
5.2(f)(1), as amended. The purpose for this change is to allow the
Exchange to list rights so that it can offer investors more investment
options, while also remaining competitive in the marketplace.
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    \7\ The Exchange states that Nasdaq made a similar change to its
rule, which is now contained in Nasdaq Rule 4420(d). See Securities
Exchange Act Release No. 43435 (October 11, 2000), 65 FR 62779
(October 19, 2000) (SR-NASD-99-69) (approving, among other things,
the inclusion of rights in the initial listing standards for
warrants).
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    Currently, NYSE Arca Equities Rule 5.2(f)(2) provides, in part,
that the Exchange will not list warrants unless the common stock of the
company or other security underlying the warrants is already listed
(and meets the pertinent continued listing requirements) or will be
listed on the Exchange concurrently with the warrants. The Exchange
proposes to amend NYSE Arca Equities Rule 5.2(f)(2) to provide that the
common stock of the company or other security underlying the warrants
and rights must be listed and trading (and meets the pertinent
continued listing standards), or will be listed and trading, on a
national securities exchange concurrently with the listing and trading
of warrants or rights, as applicable. The Exchange notes that it would
not list a warrant or right if the security underlying such warrant or
right is no longer trading or is subject to a trading halt, as imposed
by the national securities exchange listing such underlying security.
Therefore, the Exchange believes that investors would remain protected.
    Currently, NYSE Arca Equities Rule 5.5(e) addresses the continued
listing of warrants on the Exchange. NYSE Arca Equities Rule 5.5(e)
states that, for continued listing, the common stock of the company or
other security underlying the warrants must meet the applicable Tier I
maintenance requirements. The Exchange proposes to amend this Rule so
that the continued listing standard, as proposed to be modified as
discussed below, would apply to both warrants and rights to purchase
listed securities.\8\ As is the case with the proposal to add rights to
the initial listing standards, the purpose for this change is to allow
the Exchange to list rights so that it can offer investors more
investment options, while also remaining competitive in the
marketplace.
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    \8\ The Exchange states that Nasdaq's continued listing
standards for warrants also apply to rights, as set forth in
Nasdaq's Rule 4450(d).
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    As stated above, NYSE Arca Equities Rule 5.5(e) provides, in
pertinent part, that the underlying common stock of the company or
other security must meet the applicable Tier I maintenance requirements
under NYSE Arca Equities Rule 5.5. The Exchange proposes to amend this
language to state that, in the case of warrants and rights, the common
stock of the company or other security underlying the warrants or
rights, as applicable, must continue to be listed on a national
securities exchange. The Exchange believes that, as long as the
security underlying warrants and rights satisfies the listing standards
of another national securities exchange and are otherwise in good
standing for trading, investors would be able to obtain additional
investment options and, at the same time, remain protected. The
Exchange also proposes this change to simplify the continued listing
standards under NYSE Arca Equities Rule 5.5(e) and ensure that the
issuer of an underlying security is listed on a national securities
exchange, in the interest of protecting investors.

Listing Standards for Units

    Currently, the Exchange has no separate initial quantitative
listing standards for Units, although it has a definition and continued
listing standards for Units.\9\ The Exchange

proposes to adopt initial listing standards for Units under proposed
NYSE Arca Equities Rule 5.2(k). The Exchange states that the proposed
standards are substantially similar to those under Nasdaq Rule
4420(h).\10\
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    \9\ NYSE Arca Equities Rule 5.5(a) states that, in the case of
Units, the Exchange will normally consider suspending dealings in or
delisting if any of the component parts do not meet the applicable
listing standards as set forth in NYSE Arca Equities Rules 5.5(b)-
(e). If one or more of the components is otherwise qualified for
listing, that component may remain listed. Where all component parts
of a Unit do not meet the applicable listing standards as set forth
in NYSE Arca Equities Rules 5.5(b)-(e), the Unit will be delisted
from the Exchange. See supra note 3.
    \10\ See Nasdaq Rule 4420(h). See also Securities Exchange Act
Release No. 49746 (May 20, 2004), 69 FR 30356 (May 27, 2004) (SR-
NASD-2004-81) (approving listing standards for units).
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    In particular, under proposed NYSE Arca Equities Rule 5.2(k), all
Units must have at least one equity component and all components must
meet the initial and continued listing standards in NYSE Arca Equities
Rules 5.2(k) and 5.5 (a)-(e), as applicable, or in the case of debt
components, meet certain specified criteria including: (1) An aggregate
market value or principal amount of at least $5 million; (2) a
requirement that the issuer of the debt security have equity securities
that are listed on a national securities exchange; and (3) in the case
of convertible debt, limitations on changes to conversion prices,
subject to an exception, and a real-time last sale reporting
requirement for the equity security into which the debt is
convertible.\11\ In addition, all components of the Unit must be issued
by the same issuer, and all Units and issuers of such Units must comply
with the initial and continued listing standards of NYSE Arca Equities
Rules 5.2(k) and 5.5(a)-(e), as applicable.
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    \11\ The Exchange notes that real-time last sale reporting must
be available for the underlying equity security, and it will not be
sufficient that the Unit containing such equity security be subject
to last sale reporting.
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    The Exchange also proposes that Units be subject to a minimum
listing period of 30 days from the first day of listing, except that
the period may be shortened if the Units are suspended or withdrawn for
regulatory purposes. Issuers and underwriters seeking to withdraw Units
from listing must provide the Exchange with notice of such intent at
least 15 days prior to withdrawal. Accordingly, the Exchange believes
that these provisions will provide investors a meaningful period of
time to react to the withdrawal of the Unit from listing and trading.
    Under proposed NYSE Arca Equities Rule 5.2(k)(3), each issuer of
Units must include in its prospectus or other offering document used in
connection with any offering of securities that is required to be filed
with the Commission under the federal securities laws and the rules and
regulations thereunder a statement regarding any intention to delist
the Units immediately after the minimum inclusion period referenced
above. In addition, an issuer of a Unit would be required to provide
information regarding the terms and conditions of the components of the
Unit, the ratio of the components comprising the Unit, and when a
component of the Unit is separately listed on an exchange, on the
issuer's Internet Web site, or if it does not maintain a Web site, in
its annual report provided to Unit holders. Further, an issuer would be
required to immediately publicize through, at a minimum, a public
announcement through the news media, any change in the terms of a
listed Unit, such as changes to the terms and conditions of any of the
components or to the ratio of components within the Unit. The Exchange
believes that this heightened disclosure requirement is appropriate to
ensure that sufficient information regarding the attributes of these
securities is publicly available on a timely basis.
    The Exchange also proposes to add language clarifying the
applicability of certain continued listing standards relating to
components of Units that have separated.\12\ The Exchange states that,
when Units in good standing begin to separate into their component
securities, the remaining Units that are still intact and the
components of those Units which have separated may all be separately
listed and continue to trade, provided that they meet the applicable
continued listing standards. The proposal specifies that, in
determining whether an individual component meets the applicable
distribution requirements specified in the continued listing standards,
the Units that are intact and freely separable into their component
parts will be counted toward the total numbers required for continued
listing of the component. For example, if 1,000,000 shares of common
stock are publicly held after separation from their Units, and 500,000
intact and freely separable Units are publicly held, the common stock
would be credited with having 1,500,000 shares publicly held, enabling
it to meet the publicly held shares requirement for common stock, which
requires at least 1,100,000 shares of common stock to be publicly
held.\13\ If the Units are no longer freely separable and/or listed on
the Exchange, the separately-traded components would still be required
to meet their applicable continued listing standards, however, without
aggregation of the Units.
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    \12\ The Exchange states that its proposal to clarify the
applicability of listing standards relating to components of Units
that have separated is modeled upon Section 1003(g)(ii) and (iii) of
the Amex Company Guide. See Securities Exchange Act Release No.
55675 (April 26, 2007), 72 FR 24638 (May 3, 2007) (SR-Amex-2006-114)
(approving amendments to the listing standards for units).
    \13\ See NYSE Arca Equities Rule 5.5(b)(1).
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    Despite the fact that the aggregated distribution values satisfy
the continued listing distribution standards, in certain circumstances
under the proposal, the Exchange would also consider suspending trading
in, or removing from listing, an individual component or Unit when, in
the opinion of the Exchange, the public distribution or aggregate
market value of such component or Unit becomes so reduced as to make
continued listing on the Exchange inadvisable. In its review of the
advisability of the continued listing of an individual component or
Unit under such circumstances, the Exchange proposes to take into
account the trading characteristics of the component or Unit and
whether it would be in the public interest for trading in such
component or Unit to continue.
    The Exchange states that it will halt or suspend trading in the
Units or rights, as the case may be, when the underlying security is
halted on the relevant national securities exchange. In addition, for
Units and rights that are listed on the Exchange and based upon an
underlying security listed on another national securities exchange, the
Exchange represents that it will monitor Units and rights under the
Exchange's applicable continued listing standards.
    As is the case with the initial and continued listing standards for
rights, the Exchange states that the purpose for the proposed initial
listing standards for Units is to allow the Exchange to list Units so
that it can offer investors more investment options, while also
remaining competitive in the marketplace.

III. Commission's Findings and Order Granting Approval of the Proposed
Rule Change

    After careful review and based on the Exchange's representations,
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.\14\ In particular, the
Commission finds that the proposed rule change is consistent with
Section 6(b)(5) of the Act \15\ in that

it is designed to promote just and equitable principles of trade, to
foster cooperation and coordination with persons engaged in regulating,
clearing, settling, processing information with respect to, and
facilitating transactions in securities, 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.
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    \14\ In approving this proposed rule change, the Commission
notes that it has considered the proposed rule's impact on
efficiency, competition, and capital formation. See 15 U.S.C.
78c(f).
    \15\ 15 U.S.C. 78f(b)(5).
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    With respect to the proposal to apply the initial and continued
listing standards for warrants to rights to purchase securities, the
Commission notes that it has approved the application of such standards
to rights with respect to the rules of another national securities
exchange.\16\ The Commission believes that, in the case of warrants or
rights, as applicable, the Exchange's proposal to permit the underlying
security to be listed and trading on another national securities
exchange should benefit investors by offering additional investment
options on the Exchange for warrants and rights and, at the same time,
protect such investors, as long as the underlying security satisfies
the applicable initial and continued listing standards of such other
national securities exchange. The Commission notes that, with respect
to rights listed on the Exchange and based on an underlying security
listed on another national securities exchange, the Exchange will halt
or suspend trading in rights when the underlying security is halted on
the relevant national securities exchange.\17\ The Commission expects
that the Exchange will also monitor on a continuous basis the
application of the continued listing standards under proposed NYSE Arca
Equities Rule 5.5(e) as they relate to such rights. Under proposed NYSE
Arca Equities Rule 5.5(e), if the security underlying a series of
rights or warrants is delisted by another national securities exchange,
the Exchange must delist such rights.
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    \16\ See supra notes 6 and 7.
    \17\ The Commission further notes that, by virtue of the
requirement that the security underlying the right must be listed
and trading on a national securities exchange, such security will be
subject to last-sale reporting. As a result, the Commission expects
the Exchange, and the Exchange has committed, to halt trading in a
series of rights if the underlying security is halted on the
relevant national securities exchange.
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    With respect to the adoption of listing standards for Units, the
Commission notes that it has approved substantially similar standards
for other national securities exchanges.\18\ The Commission believes
that, in the case of Units based on a debt security component, the
Exchange's proposal to permit the issuer of such debt component to have
equity securities listed on another national securities exchange should
benefit investors by offering additional investment options on the
Exchange for Units.\19\ The Commission notes that, with respect to
Units listed on the Exchange, the Exchange will halt or suspend trading
in such Units when the trading of an underlying security component is
halted. In addition, the Commission further notes that the Exchange
will monitor on a continuous basis the application of the continued
listing standards under NYSE Arca Equities Rule 5.5(a) as they relate
to such Units. Lastly, under the proposed rule, if it appears that not
enough Units will be separated to allow the components to meet the
public distribution and aggregate market value requirements
independently or there are other concerns, the rule makes clear that
the Exchange should consider delisting the components or Unit. This
recognizes the fact that although the rule allows the aggregation of
Units and components for purposes of the applicable distribution
standards, the Exchange will need to ensure that there is some minimal
level of liquidity in each component and Unit and should consider
delisting if the public distribution or the aggregate market value of
the components or Unit has become so reduced as to make continued
listing on the Exchange inadvisable. In this regard, the Exchange will
take into account the individual distribution values and the trading
characteristics of the component or Unit and whether it would be in the
public interest for continued trading of such component or Unit.\20\
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    \18\ See supra notes 10 and 12.
    \19\ In the case of Units based on a debt security component,
the Commission notes that, if a series of equity securities of the
issuer of the debt security component is delisted on a national
securities exchange, the Exchange would be expected to halt trading
in the related Units and institute delisting proceedings for such
Units.
    \20\ The Commission notes that minimum distribution requirements
are extremely important to ensure, among other things, the liquidity
of a security and an active public market. The changes being
approved for meeting the distribution standards applicable to Units
and their components recognize the unique trading characteristics
and challenges that can occur in meeting the minimum standards
during the separation period of the Units, while containing certain
protections to ensure certain minimum standards will be met.
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    The Commission believes that the proposal should help to promote
transparency of the Exchange rules relating to the initial and
continued listing of rights and Units and provide clearer guidance for
members and investors trading in such securities. As noted above, the
security components underlying a series of rights or Units, as
applicable, will be subject to last-sale reporting by virtue of being
listed on the Exchange or another national securities exchange, and the
Commission notes that the Exchange will halt trading in such series of
rights or Units, as applicable, if a security component thereunder
ceases to trade on the relevant market or if such security component is
no longer subject to last-sale reporting and is delisted on a national
securities exchange. For the foregoing reasons, the Commission believes
it is reasonable and consistent with the Act for the Exchange to adopt
listing standards for rights and Units in the manner described in the
proposal.

IV. Conclusion

    It is therefore ordered, pursuant to Section 19(b)(2) of the
Act,\21\ that the proposed rule change (SR-NYSEArca-2007-104), as
modified by Amendment No. 1 thereto, be, and it hereby is, approved.
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    \21\ 15 U.S.C. 78s(b)(2).

    For the Commission, by the Division of Trading and Markets,
pursuant to delegated authority.\22\
Florence E. Harmon,
Deputy Secretary.
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    \22\ 17 CFR 200.30-3(a)(12).
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 [FR Doc. E8-11036 Filed 5-16-08; 8:45 am]

BILLING CODE 8010-01-P


MEMORANDUM

TO:		Rochelle Boyd, Environmental Protection Agency (the EPA)

FROM:	Mark Bahner, RTI, International

DATE:	December 14, 2011

--------------------------------------------------------------------------------
SUBJECT:	Cost Estimate for January 2012 Proposed Rule Changes to Secondary Aluminum NESHAP

The purpose of this memorandum is to document the technical approach and rationale used to develop cost estimates for the Secondary Aluminum NESHAP rule changes, which are expected to be proposed on January 30, 2012. The following rule changes are expected to have cost impacts:

      ::	require uncontrolled furnaces to install testing hooding that meets American Council of Government Industrial Hygienists (ACGIH) guidelines,
      ::	require uncontrolled furnaces to test for hydrogen fluoride (HF) in addition to hydrogen chloride (HCl), and
      ::	allow furnaces to switch designations, such as from controlled Group 1 furnace to uncontrolled Group 2 furnace.

We estimated "affirmative defense" costs to be zero.

Throughout this memorandum, plants are designated with RTI ID numbers that were assigned in the Information Collection Requests (ICR) that were sent out to all facilities (U.S. EPA, 2011). These IDs, and the facilities with which they are associated, are shown in Table 1. Note that there are gaps in the ID numbering system, reflecting facilities that were determined not to be subject to the Secondary Aluminum NESHAP (Subpart RRR).

All costs are in year 2011 dollars.

I. Require Uncontrolled Furnaces to Install Hooding that Meets ACGIH Guidelines

The total capital costs for this option are estimated at $6,099,000, based on 107 major source furnaces being required to install hooding, as shown in Table 2, and a capital cost of $57,000 per furnace hood installation. The count of 107 furnaces assumes that only approximately half of the furnaces require testing, because the other half can be represented by furnaces that are tested. For example, if a facility has 8 furnaces, it is assumed that only 4 furnaces will require testing hooding; similarly, if a facility has 9 furnaces, it is assumed that 5 furnaces will require testing hooding.

The hooding cost of $57,000 per furnace is based on a Southwire estimate of $75,000 for a single hood, and an assumption that the hood for a second installation at a facility would be half that cost (i.e., ($75,000 + $38,000)/2 = $57,000).

Since the testing needs to be performed every five years, the annualized cost was taken to be the capital cost divided by five, or approximately $1.2 million dollars per year. This represents a total annualized cost per furnace of approximately $11,000 per year.
II. Require Uncontrolled Furnaces to Test for HF in Addition to HCl

We estimate that there are approximately 70 furnaces that use fluorine-containing flux. This includes all 59 of the furnaces that reported using fluorine-containing flux in their ICR responses. Plus, we assumed that approximately one-quarter of the 48 furnaces for which the ICR reported HF emissions (but did not report fluorine-containing flux usage) involved usage of fluorine-containing flux. The 70 furnaces that we counted as using fluorine flux are listed in Table 3.

EPA Method 26A is currently being used to measure HCl emissions. This test method can also be used for HF. The additional cost per furnace is therefore simply the additional laboratory cost for HF analysis. We estimate this cost to be $1,000. Since the test is performed every five years, the annual cost per furnace is $200. The total annual cost for the source category is therefore $14,000 per year.

III. Allow Furnace Switching

The EPA is proposing a change in the regulations to allow facilities to switch furnace designations (e.g., from Group 1 to Group 2). Facilities will also be allowed to shut off control systems (e.g. switch from a controlled Group 1 furnace to an uncontrolled Group 1 furnace). There are approximately 200 controlled furnaces of the following types: Group 1 furnaces handling other than clean charge at major sources, Group 1 furnaces handling only clean charge at major sources and Group 1 furnaces handling other than clean charge at area sources. We assumed that 50 of these furnaces (approximately one-quarter) will shut off their control systems as part of this rule change; we then randomly assigned 50 the furnaces among the approximately 200. The results are shown in Table 4.

We estimate the cost savings for shutting off a furnace to be as follows:

	:: Fan power is approximately 50 kW
	:: Control device shut off 4000 hours per year
	:: Electricity cost is 10 cents per kWh.

Therefore, the electrical cost savings is approximately $20,000 per year per furnace. There would also be a lime cost savings of $2000 per year (20 tons of lime at $100 per ton). The additional cost of furnace switching was estimated at $50,000 per test every 5 years, or $10,000 per year. Thus, the net savings for this option was $12,000 per furnace, or $600,000 for the source category, if 50 furnaces switch and shut off their control system for half of every year. The 50 furnaces that we randomly assigned as doing furnace switching are listed in Table 4.

IV. Summary

Below is a summary of the Secondary Aluminum NESHAP rule changes that will be proposed and their associated costs. The total estimated cost for the source category is approximately $614,000 per year.

Summary of Costs of Proposed Rule Changes
Rule Change
                            Annual Cost per Furnace
                              Applicable Furnaces
                  Approximate Annual Cost for Source Category
Comments
Require Uncontrolled Furnaces to Install Testing Hooding that Meets ACGIH Guidelines
                                    $11,000
                                      107
                                  See Table 2
                                  $1,200,000
This assumes these furnaces install hooding, rather than assuming the alternative of assuming 67 percent collection efficiency for the existing furnace exhaust.
Require Uncontrolled Furnaces to Test for HF as well as HCl
                                     $200
                                      70
                                  See Table 3
                                    $14,000
Based on adding analysis for HF to existing Method 26A test for HCl
Allow Furnace Switching
                                   -$12,000
                             (savings of $12,000)
                                      50
                                  See Table 4
                                   -$600,000
                             (savings of $600,000)
Based on cost for additional emissions test, minus savings on electricity and lime

References

U.S. EPA, 2011. Letter, Peter Tsirigotis (U.S. EPA) to Russell Mayfield (Mayfield Salvage Company) et al., "Requirement to provide information according to 42 U.S.C 7414," February 7, 2011. This was the cover letter for the all-company data collection ICR.

Table 1.  List of 155 Secondary Aluminum Production Facilities Modeled for Residual Risk
                                  RTI Number
Facility Name
Facility Address
Facility City
                                 Facility State
Zip Code
                           Major/Area
 Source Status
                                       2
SMA-Mayfield Salvage Co.
P.O. Box 129
Alexander City
                                      AL
35011
                                     Area
                                       7
Ellis Metals
231 South
Brundidge
                                      AL
36010
                                     Area
                                      11
Imperial Aluminum - Scottsboro
7525 Roy Owens Blvd.
Scottsboro
                                      AL
35769
                                     Area
                                      17
Livingston Pecan & Metal Inc.
219 Commerce Street
Lake Village
                                      AR
71653
                                     Area
                                      18
Metro Scrap Metals, Inc.
6915 Hwy. 70 E.
North Little Rock
                                      AR
72117
                                     Area
                                      20
Davis Iron & Metal
611 South 23rd Street
Van Buren
                                      AR
72956
                                     Area
                                      23
Amcep Metals Company
4484 East Tennessee Street
Tucson
                                      AZ
85714
                                     Area
                                      25
Thorock Metals Company Inc.
435 East Weber Ave
Compton
                                      CA
90222
                                     Area
                                      39
Al'S Pick N Pull, Inc.
4801 Preymore Street
Osprey
                                      FL
34229
                                     Area
                                      50
Dittmer's Recycling
19108 Herber Rd.
Dubuque
                                      IA
52001
                                     Area
                                      53
Tournier's Recycling Inc.
1644 Nathan Bethel Ave.
Independence
                                      IA
50644
                                     Area
                                      55
Buck's Auto Recycling
1541 A Hwy 9
Manly
                                      IA
50456
                                     Area
                                      56
B. G. Salvage
7141 Hurstville Rd.
Maquoketa
                                      IA
52060
                                     Area
                                      63
Nikkei MC Aluminum America, Inc
6875 South Inwood Dr.
Columbus
                                      IN
47201
                                     Area
                                      65
United Tranz Core LLC
1200 145th Street 4400 Homerlee Ave.
East Chicago
                                      IN
46312
                                     Area
                                      68
Transmetco, Inc.
1750 East Riverfork Drive
Huntington
                                      IN
46750
                                     Area
                                      71
Metal Source LLC
1743 S. Wabash St.
Wabash
                                      IN
46992
                                     Area
                                      72
Heartland Aluminum
706 East 9th Street
Warren
                                      IN
46792
                                     Area
                                      73
Rays Metal Depot
320 W Highway 54
La Harpe
                                      KS
66751
                                     Area
                                      74
Arnett Automotive
308 Pedigo
Pratt
                                      KS
67124
                                     Area
                                      76
Donham Company
1631 S. Hoover Ct.
Wichita
                                      KS
67209
                                     Area
                                      79
Rio Tinto Alcan
9404 State Route 2096
Robards
                                      KY
42452
                                     Major
                                      80
Center Street Auto
651 Center St.
Chicopee
                                      MA
01013
                                     Area
                                      83
Middleboro Recycling
128 Bedford
Middleboro
                                      MA
02346
                                     Area
                                      85
Maryland Recycle Company
8920 Yellowbrick Road
Baltimore
                                      MD
21237
                                     Area
                                      87
Montgomery Scrap
15000 Southlawn Dr.
Rockville
                                      MD
20850
                                     Area
                                      89
AMP Recycling Inc.
411 South Fort
Detroit
                                      MI
48217
                                     Area
                                      91
Kaiser Aluminum Fabricated Products, LLC
5205 Kaiser Drive
Kalamazoo
                                      MI
49048
                                     Area
                                      93
Ron Rehnelt Salvage
Berg Street
Lakefield
                                      MN
56150
                                     Area
                                      95
Mankato Iron & Metal Company
215 West Elm Street
Mankato
                                      MN
56001
                                     Area
                                      97
New Ulm Steel & Recycling, Inc.
218 19th Street
New Ulm
                                      MN
56073
                                     Area
                                      101
Commercial Metals Company
12th and Iowa Streets
Joplin
                                      MO
64801
                                     Area
                                      112
Weber Auto And Truck Parts Corp.
135 Island Pond Rd
Derry
                                      NH
03038
                                     Area
                                      117
N. H. Kelman, Inc.
41 Euclid Street
Cohoes
                                      NY
12047
                                     Area
                                      118
Metalico Aluminum Recovery
6223 Thompson Rd.
East Syracuse
                                      NY
13057
                                     Area
                                      120
Crestwood Metal Company
1100 Lincoln Avenue
Holbrook
                                      NY
11741
                                     Major
                                      124
Luffman Metal Company
2790 Thorpe Road
Seneca Falls
                                      NY
13148
                                     Area
                                      126
G-Cor Automotive
2100 Refugee Road
Columbus
                                      OH
43207
                                     Area
                                      134
Aluminum Wheel Technologies, Inc.
446 W Lake St.
Ravenna
                                      OH
44266
                                     Area
                                      135
Staker Alloys
1075 James St.
Springfield
                                      OH
45503
                                     Area
                                      136
City Wide Towing And Auto Wrecking
930 Dayton Ave.
Springfield
                                      OH
45506
                                     Area
                                      138
Diver-Steel City Auto Crushers
590 Himrod Avenue
Youngstown
                                      OH
44506
                                     Area
                                      141
Yaffe Iron & Metal Co., Inc.
Corner G and Lexington Ave
Muskogee
                                      OK
74403
                                     Area
                                      145
Assad Iron & Metals, Inc.
Albany Road
Brownsville
                                      PA
15417
                                     Area
                                      154
Reading Alloys Inc. - Robesonia
Old W Penn Ave
Robesonia
                                      PA
19551
                                     Area
                                      156
Pennex Aluminum Company
50 Community Street
Wellsville
                                      PA
17365
                                     Area
                                      164
Most, Inc. - Jackson
355 James Lawrence Road
Jackson
                                      TN
38301
                                     Area
                                      165
MD Recycling, Inc.
1230 Pottertown Road
Midway
                                      TN
37809
                                     Area
                                      167
Tennessee Aluminum Processors, Inc.
7207 Hoover Mason Road
Mount Pleasant
                                      TN
38474-1037
                                     Area
                                      169
Valley Recycling
325 Industrial Park Road
Sweetwater
                                      TN
37874
                                     Area
                                      173
Bishop Engine And Automotive
Building B 224 North Corinth Street
Dallas
                                      TX
75203
                                     Area
                                      190
Karl Schmidt Unisia, Inc.
1731 Industrial Parkway
Marinette
                                      WI
54143
                                     Area
                                      191
Miller Compressing Co
1640 W Bruce St
Milwaukee
                                      WI
53204
                                     Area
                                     195A
Alcoa, Inc. (North plant)
2300 North Wright Rd
Alcoa
                                      TN
37701
                                     Major
                                     195B
Alcoa, Inc. (South plant)
300 North Hall Rd
Alcoa
                                      TN
37701
                                     Major
                                      196
Smelter Service Corp.
400 Arrow Mines Rd
Mount Pleasant
                                      TN
38474-1605
                                     Area
                                      198
Novelis Corporation
302 Mayde Rd
Berea
                                      KY
40403
                                     Major
                                      199
Southwire Co
1987 State Route 271 North
Hawesville
                                      KY
42348
                                     Major
                                      200
Aleris Rolled Products, Inc.
1372 State Route 1957
Lewisport
                                      KY
423510480
                                     Major
                                      203
Kaiser Aluminum Fabricated Products, LLC
600 Kaiser Drive
Heath
                                      OH
43056
                                     Area
                                      207
Alcoa Inc.
4879 State St
Riverdale
                                      IA
52722
                                     Major
                                      210
Golden Aluminum Inc.
1405 East 14th Street
Fort Lupton
                                      CO
80621-2718
                                     Area
                                      211
Hydro Aluminum Wells - Monett
120 Industrial Drive
Monett
                                      MO
65708
                                     Major
                                      212
Halna, Inc.
249 S. 51st Ave.
Phoenix
                                      AZ
85043
                                     Area
                                      213
Custom Alloy Scrap Sales, Inc.
2730 Peralta St.
Oakland
                                      CA
94607
                                     Area
                                      222
Vista Metals Corporation
13425 Whittram Ave
Fontana
                                      CA
92335
                                     Area
                                      224
JW Aluminum Company
777 Tyler Road
Russellville
                                      AR
72802
                                     Major
                                      225
Alcoa Forgings
6833 W. Willis Rd.
Chandler
                                      AZ
85226
                                     Area
                                      228
Nichols Aluminum Casting
2101 JM Morris Blvd
Davenport
                                      IA
52802
                                     Major
                                      231
Aleris Specification Alloys, Inc.
2600 Nodular Drive
Saginaw
                                      MI
48601
                                     Area
                                      232
Aleris Recycling, Inc/Aleris Specification Alloys, Inc.
368 West Garfield Avenue
Coldwater
                                      MI
49036
                                     Major
                                      248
Aluminum One
217 Roosevelt St
Minerva
                                      OH
44657-1541
                                     Area
                                      252
Beck Aluminum Alloys
24 Keystone Dr
Lebanon
                                      PA
17042-9791
                                     Area
                                      253
Aleris Recycling, Inc.
388 Williamson Dr
Loudon
                                      TN
37774
                                     Area
                                      255
Kaiser Aluminum Fabricated Products, LLC
4300 S Sam Rayburn Fwy
Sherman
                                      TX
75090-9311
                                     Area
                                      256
Hydro Aluminum
2000 Economic Drive
Commerce
                                      TX
75428
                                     Area
                                      257
Scepter, Inc.
6487 North Scepter Rd
Bicknell
                                      IN
47512
                                     Area
                                      258
GM Powertrain Bedford Facility
105 GM Drive
Bedford
                                      IN
47421
                                     Area
                                      260
Aleris Specification Alloys, Inc.
4525 West Old 24
Wabash
                                      IN
469920466
                                     Major
                                      261
Alcoa Inc. - Warrick Operations
JCT Indiana Highways 66 & 61
Newburgh
                                      IN
47630
                                     Major
                                      264
Noranda Aluminum, Inc.
391 Saint Jude Industrial Park
New Madrid
                                      MO
63869
                                     Major
                                      266
JW Aluminum, St. Louis
6100 S. Broadway
St. Louis
                                      MO
63111
                                     Major
                                      269
Novelis Corporation
448 County Rt 1A
Oswego
                                      NY
13126
                                     Major
                                      270
Alcoa Massena Operations (West Plant)
Park Avenue East
Massena
                                      NY
13662
                                     Major
                                      272
Alumax of SC, Incorporated
3575 Hwy 52 N
Goose Creek
                                      SC
29445
                                     Major
                                      273
JW Aluminum Co
2475 Trenton Ave
Williamsport
                                      PA
17701
                                     Major
                                      274
Aluminum Co. of America - Wenatchee Works
6200 Malaga Alcoa Hwy
Malaga
                                      WA
98828
                                     Major
                                      276
Mercury Marine - Fond Du Lac Complex
W6250 W Pioneer Rd
Fond Du Lac
                                      WI
54935
                                     Major
                                      278
Trialco, Inc.
900 E. 14th St.
Chicago Heights
                                      IL
60411
                                     Area
                                      279
Allied Metal Co.
4528 W. Division Street
Chicago
                                      IL
60616
                                     Area
                                      282
Sapa Extrusions, L.L.C.
142 Sapa Drive
Delhi
                                      LA
71232
                                     Area
                                      283
Alcoa - Rockdale Operations
Market Road 1786
Rockdale
                                      TX
76567
                                     Major
                                      284
Alumax Mill Products, Inc.
300 Alumax Dr
Texarkana
                                      TX
75501
                                     Major
                                      288
Alumax Mill Products Inc.
1480 Manheim Pike
Lancaster
                                      PA
17604
                                     Major
                                      289
Alcoa Mill Products - San Antonio
14555 Old Corpus Christi Road
Elmendorf
                                      TX
78112
                                     Major
                                      291
Sapa Extrusion
2500 Alumax Road
Yankton
                                      SD
57078
                                     Major
                                      292
William L. Bonnell Co., Inc.
25 Bonnell St
Newnan
                                      GA
30263
                                     Major
                                      294
Novelis Corporation
1261 Willow Run Rd.
Greensboro
                                      GA
306420837
                                     Major
                                     298a
Wise Alloys LLC-Alloys Reclamation Plant
1009 Ford Road
Muscle Shoals
                                      AL
35661
                                     Major
                                     298b
Wise Alloys LLC - Alloys Plant
4805 Second St.
Muscle Shoals
                                      AL
35661
                                     Major
                                      299
William L. Bonnell Company, Inc.(The)
53 Hwy, Bonnell Lane
Carthage
                                      TN
38563
                                     Major
                                      302
Tennessee Aluminum Processors, Inc.
205 Spurline Dr
Gadsden
                                      AL
35903-3476
                                     Area
                                      303
Aleris Specifiation Alloys, Inc.
47 Brogdon Rd
Steele
                                      AL
35987
                                     Major
                                      305
Reynolds Foil Inc, dba reynolds Consumer Products Company
1333 Hwy. 270
Malvern
                                      AR
72104
                                     Major
                                      306
Imsamet of Arizona
3829 S. Estrella Pky.
Goodyear
                                      AZ
85338
                                     Area
                                      307
Custom Alloy Light Metals
13329 Ector Street
City Of Industry
                                      CA
91746
                                     Area
                                      310
TST, Inc.
11601 Etiwanda Ave
Fontana
                                      CA
92337
                                     Area
                                      312
Kaiser Aluminum & Chem Corp.
6250 E. Bandini Blvd.
Los Angeles
                                      CA
90040
                                     Area
                                      314
Dionisio Metal and Iron, Inc.
1004 Palo Alto Street
Pueblo Area
                                      CO
81001
                                     Area
                                      316
Metal Industries, Inc.
301 Commerce Blvd
Oldsmar
                                      FL
34677
                                     Area
                                      318
Hydro Aluminum North America, Inc
200 Riviera Blvd.
St Augustine
                                      FL
32086
                                     Area
                                      322
Aleris Recycling
16168 W Prairie Ave
Post Falls
                                      ID
83854
                                     Area
                                      324
Aleris Recycling
400 E. Lincoln Hwy.
Chicago Heights
                                      IL
60411
                                     Major
                                      329
KB Cores - Kankakee
288 W South Tec Dr
Kankakee
                                      IL
60901
                                     Area
                                      335
Jupiter Aluminum Corporation
1745 - 165th Street
Hammond
                                      IN
46320
                                     Major
                                      336
Superior Aluminum Alloys
14214 Edgerton Road
New Haven
                                      IN
46774
                                     Major
                                      338
Recycling Services of Indiana
4635 Peerless Rd
Bedford
                                      IN
47421
                                     Major
                                      339
Aleris Recycling - Wabash Operations
305 Dimension Ave
Wabash
                                      IN
46992
                                     Area
                                      341
Aluminum Recovery Technologies, Inc.
2170 Production Road
Kendalville
                                      IN
46755
                                     Major
                                      344
J.L. French Corp
20 Prestwick Drive
Glasgow
                                      KY
42141
                                     Major
                                      345
Kentucky Smelting Technology, Inc.
140 Bellafato Dr
Paris
                                      KY
40361
                                     Area
                                      347
Hydro Aluminum - Louisville
5801 Riverport Rd
Henderson
                                      KY
42420
                                     Area
                                      348
Audubon Metals, L.L.C.
3055 Ohio Drive
Henderson
                                      KY
42420
                                     Area
                                      349
Aleris Recycling, Inc.
609 Gardner Camp Road
Morgantown,
                                      KY
42261
                                     Major
                                      351
Logan Aluminum
6920 Lewisburg Rd
Russellville
                                      KY
42276
                                     Major
                                      352
Owl's Head Alloys, Inc
187 Mitch McConnell Drive
Bowling Green
                                      KY
42101-7519
                                     Major
                                      354
Electro Cycle, Inc.
230 Baldwin Drive
Madisonville
                                      KY
42431
                                     Area
                                      363
Aleris Recycling
267 N. Fillmore Rd
Coldwater
                                      MI
49036
                                     Major
                                      364
Continental Aluminum
29201 Milford Rd.
New Hudson
                                      MI
48165
                                     Area
                                      369
Most, Inc.  -  Troy
50 Cherry Blossom Way
Troy
                                      MO
63379
                                     Area
                                      372
Taber Metals Gulfport L.P.
1900 34th Street
Gulfport
                                      MS
39501
                                     Area
                                      375
Aluminum Shapes, L.L.C.
9000 River Rd
Delair
                                      NJ
08110-3296
                                     Major
                                      376
State Metal Industries, Inc.
941 South Second St
Camden
                                      NJ
08103
                                     Area
                                      381
Scepter Inc. - Seneca Falls Operations
11 Lamb Road
Seneca Falls
                                      NY
13148
                                     Area
                                      384
GNW Aluminum, Inc.
1356 Harrisburg Rd
Alliance
                                      OH
44601
                                     Area
                                      385
Quantum Metals
3675 Taft Ave.
Lebanon
                                      OH
45036
                                     Area
                                      389
Aleris Recycling
7335 Newport Road SE
Uhrichsville
                                      OH
44683
                                     Major
                                      390
Aleris Rolled Products Inc.
7319 Newport Rd. S.E.
Uhrichsville
                                      OH
44683
                                     Major
                                      392
Aleris Recycling, Inc.
1508 N. 8th Street
Sapulpa
                                      OK
74067
                                     Area
                                      394
Ritchey Metals Co., Inc. - Hendersonville Plant
30 Georgetown Rd
Hendersonville
                                      PA
15339
                                     Area
                                      395
Sapa Extrusions
53 Pottsville St.
Cressona
                                      PA
17929
                                     Major
                                      398
Berman Brothers Iron & Metal
616 North 33rd Place
Birmingham
                                      AL
35222
                                     Area
                                      401
Scepter, Inc.
1485 Scepter Ln
Waverly
                                      TN
37185-3290
                                     Area
                                      404
Norandal USA, Inc.
400 Bill Brooks Drive
Huntingdon
                                      TN
38344
                                     Area
                                      405
Sapa Extrusions, Inc.
1550 N Kirby Ln
Spanish Fork
                                      UT
84660
                                     Area
                                      407
Aleris Rolled Products, Inc.
1801 Reymet Road
Richmond
                                      VA
23237-3794
                                     Area
                                      408
Kaiser Aluminum Washington
15000 E Euclid
Spokane
                                      WA
99216
                                     Area
                                      409
Intalco Aluminum Corp Ferndale
4050 Mountain View Rd
Ferndale
                                      WA
98248
                                     Major
                                      412
B & B Metals Processing Co.
14520 Pioneer Rd.
Newton
                                      WI
53063
                                     Area
                                      415
J. L. French Corp.
4243 Gateway Drive
Sheboygan
                                      WI
53081
                                     Major
                                      416
J. L. French Corp.
3101 South Taylor Dr
Sheboygan
                                      WI
53081
                                     Major
                                      420
Beck Aluminum Racine
1349 23rd St
Racine
                                      WI
53403
                                     Area
                                      421
Alcan Rolled Products, L.L.C.
Route 2 South
Ravenswood
                                      WV
26164
                                     Major
                                      422
Aleris Recycling, Inc.
3816 S State Rt 2
Friendly
                                      WV
26146
                                     Area
                                      423
Aleris Recycling Bens Run LLC
4203 S State Rt 2
Friendly
                                      WV
26146
                                     Area

Table 2. Number of Major Sources Requiring New Testing Hooding
                                      RTI
                                 FACILITY_NAME
                        Number of Uncontrolled Furnaces
                   Number of Furnaces Requiring New Hooding
                                      ID

                                      79
ALCAN INGOT & RECYCLING
                                       8
                                       4
                                      195
Alcoa, Inc. (North plant)
                                       3
                                       2
                                      199
Southwire Co
                                       4
                                       2
                                      200
Aleris Rolled Products, Inc.
                                      19
                                      10
                                      207
Alcoa Inc.
                                      16
                                       8
                                      211
Hydro Aluminum Wells  -  Monett
                                       3
                                       2
                                      261
ALCOA INC. - WARRICK OPERATIONS
                                      19
                                      10
                                      264
NORANDA ALUMINUM INC, NEW MADRID
                                      13
                                       7
                                      269
Novelis Corporation
                                       8
                                       4
                                      270
ALCOA MASSENA OPERATIONS (WEST PLANT)
                                       8
                                       4
                                      272
ALUMAX OF SOUTH CAROLINA
                                       9
                                       5
                                      274
Aluminum Co of America Wenatchee Works
                                       5
                                       3
                                      283
Alcoa Inc. Rockdale
                                       6
                                       3
                                      284
Alumax Mill Products, Inc.
                                       4
                                       2
                                      291
Sapa Extrusion
                                       3
                                       2
                                      292
William L. Bonnell Co., Inc.
                                       3
                                       2
                                      294
Novelis Corporation
                                       1
                                       1
                                      299
William L. Bonnell Company, Inc.(The)
                                       2
                                       1
                                      305
Reynolds Foil Inc, dba reynolds Consumer Products Company
                                       9
                                       5
                                      351
Logan Aluminum
                                       3
                                       2
                                      375
Aluminum Shapes, L.L.C.
                                       3
                                       2
                                      390
Aleris Rolled Products Inc.
                                       4
                                       2
                                      395
Sapa Extrusions
                                       5
                                       3
                                      409
Alcoa Primary Metals Intalco Works
                                      13
                                       7
                                      421
Alcan Rolled Products, L.L.C.
                                      12
                                       6
                                     195B
ALUMINUM COMPANY OF AMERICA, INC. - SOUTH PLANT
                                       8
                                       4
                                     298a
Wise Alloys LLC-Alloys Reclamation Plant
                                       8
                                       4

Table 3. Furnaces Expected Perform HF Testing in Addition to HCl Testing
                                   Plant_ID
Facility_Name
                              Number of Furnaces
                      Use F Flux or Report HF Emissions?
                                      198
Novelis Corporation
                                       1
                                    F flux
                                      199
Southwire Co
                                       2
                                    F flux
                                      211
Hydro Aluminum Wells - Monett
                                       3
                                    F flux
                                      224
JW Aluminum Company
                                       2
                                    F flux
                                      264
Noranda Aluminum, Inc.
                                      13
                                    F flux
                                      269
Novelis Corporation
                                       5
                                    F flux
                                      270
Alcoa Massena Operations (West Plant)
                                       8
                                    F flux
                                      273
JW Aluminum Co
                                       5
                                    F flux
                                      283
Alcoa - Rockdale Operations
                                       6
                                    F flux
                                      284
Alumax Mill Products, Inc.
                                       4
                                    F flux
                                      294
Novelis Corporation
                                       1
                                    F flux
                                      303
Aleris Specifiation Alloys, Inc.
                                       2
                                    F flux
                                      324
Aleris Recycling
                                       2
                                    F flux
                                      335
Jupiter Aluminum Corporation
                                       2
                                    F flux
                                      338
Recycling Services of Indiana
                                       2
                                    F flux
                                      375
Aluminum Shapes, L.L.C.
                                       1
                                    F flux
                                      79
Rio Tinto Alcan
                                       8
                                 HF emissions
                                      228
Nichols Aluminum Casting
                                       2
                                 HF emissions
                                      351
Logan Aluminum
                                       1
                                 HF emissions

Table 4. Furnaces Assumed to Perform Furnace Switching
                                    RTI ID
                                 FACILITY_NAME
                             AREA OR MAJOR SOURCE
                         Number of Furnaces Switching
                                      118
Metalico Aluminum Recovery
                                     AREA
                                       1
                                      164
Most, Inc. - Jackson
                                     AREA
                                       1
                                      167
Tennessee Aluminum Processors, Inc.
                                     AREA
                                       2
                                     195B
ALUMINUM COMPANY OF AMERICA, INC. - SOUTH PLANT
                                     MAJOR
                                       1
                                      196
Smelter Service Corp.
                                     AREA
                                       2
                                      224
JW Aluminum Company
                                     MAJOR
                                       1
                                      228
Nichols Aluminum Casting
                                     MAJOR
                                       3
                                      232
Aleris Recycling, Inc/Aleris Specification Alloys, Inc.
                                     MAJOR
                                       1
                                      255
Kaiser Aluminum Fabricated Products, LLC
                                     AREA
                                       1
                                      257
Scepter, Inc.
                                     AREA
                                       1
                                      260
Aleris Specification Alloys, Inc.
                                     MAJOR
                                       2
                                      261
ALCOA INC. - WARRICK OPERATIONS
                                     MAJOR
                                       1
                                      266
JW Aluminum, St. Louis
                                     MAJOR
                                       3
                                      269
Novelis Corporation
                                     MAJOR
                                       2
                                      284
Alumax Mill Products, Inc.
                                     MAJOR
                                       2
                                      288
Alumax Mill Products Inc.
                                     MAJOR
                                       3
                                      289
Alcoa Mill Products - San Antonio
                                     MAJOR
                                       2
                                      294
Novelis Corporation
                                     MAJOR
                                       1
                                     298a
Wise Alloys LLC-Alloys Reclamation Plant
                                     MAJOR
                                       2
                                      324
Aleris Recycling
                                     MAJOR
                                       1
                                      335
Jupiter Aluminum Corporation
                                     MAJOR
                                       3
                                      336
Superior Aluminum Alloys
                                     MAJOR
                                       1
                                      341
Aluminum Recovery Technologies, Inc.
                                     MAJOR
                                       1
                                      344
J.L. French Corp
                                     MAJOR
                                       1
                                      349
Aleris Recycling, Inc.
                                     MAJOR
                                       1
                                      352
Owl's Head Alloys, Inc
                                     MAJOR
                                       1
                                      354
Electro Cycle, Inc.
                                     AREA
                                       1
                                      364
Continental Aluminum
                                     AREA
                                       1
                                      381
Scepter Inc. - Seneca Falls Operations
                                     AREA
                                       2
                                      389
Aleris Recycling
                                     MAJOR
                                       1
                                      394
Ritchey Metals Co., Inc. - Hendersonville Plant
                                     AREA
                                       1
                                      401
Scepter, Inc.
                                     AREA
                                       1
                                      407
Aleris Rolled Products, Inc.
                                     AREA
                                       1
                                      423
Aleris Recycling Bens Run LLC.
                                     AREA
                                       1