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HomeMy WebLinkAboutNCG060139_COMPLETE FILE - HISTORICAL_20180313STORMWATER DIVISION CODING SHEET NC6 PERMITS PERMIT NO. 1V C&Q (p O (.3 DOC TYPE Si( HISTORICAL FILE ❑ MONITORING REPORTS DOC DATE a C)o/ q () 3 /3 YYYYMMDD Energy, Mineral and Land Resources ENVIRONMENTAL QUALITY Mr. Terry Orness Smithfield Fresh Meats Corporation P.O. Box 49 Clinton, N.C. 28329 Dear Mr. Omess: ROY COOPER Governor MICHAEL S. REGAN Secretary WILLIAM E. TOBY VINSON, JR. Interim Director February 13, 2018 RECEIVED MAR 13 zola CENTRAL FILES DWR SECTION Subject: NPDES Stormwater Permit NCG060139 Smithfield Fresh Meats Corporation Formerly Smithfield Farmland Corporation Sampson County Division personnel received your request to revise your stormwater permit Certificate of Coverage to accurately reflect your new company and/or facility name. Please find enclosed the revised Certificate of Coverage. The terms and conditions contained in the General Permit remain unchanged and in full effect. This revised Certificate of Coverage is issued under the requirements of North Carolina General Statutes 143-215.1 and the Memorandum of Agreement between North Carolina and the U.S. Environmental Protection Agency. If you have any questions or need further information, please contact the Stormwater Permitting Program at (919) 707-9220. State of North Carolina I Environmental Quality I Energy, Mineral, and Land Resources Central Office 1 1612 Mail Service Center I Raleigh, NC 27609 919 707 9200 Sincerely, for William E. Toby Vinson, Jr., PE, CPESC, CPM Interim Director Division of Energy, Mineral and Land Resources cc Fayetteville Regional Office j Central Files STATE OF NORTH CAROLINA DEPARTMENT OF ENVIRONMENTAL QUALITY DIVISION OF ENERGY, MINERAL, AND LAND RESOURCES GENERAL PERMIT NO. NCG060000 CERTIFICATE OF COVERAGE No. NCG060139 STORMWATER DISCHARGES NATIONAL POLLUTANT DISCHARGE ELIMINATION SYSTEM In compliance with the provision of North Carolina General Statute 143-215.1, other lawful standards and regulations promulgated and adopted by the North Carolina Environmental Management Commission, and the Federal Water Pollution Control Act, as amended, Smithfield Fresh Meats Corporation is hereby authorized to discharge stormwater from a facility located at: Smithfield Fresh Meats Corporation 424 E Railroad Street_ Clinton Sampson County to receiving waters designated as Rowans Branch (Chestnut Pond), a Class C, SW waterbody in the Cape Fear River Basin; in accordance with the effluent limitations, monitoring requirements, and other conditions set forth in Parts I, II,11I, and IV of General Permit No. NCG060000 as attached. This certificate of coverage shall become effective February 13, 2018. This Certificate of Coverage shall remain in effect for the duration of the General Permit. Signed this day February 13, 2018. for William E. Vinson, Jr., P.E., Interim Director Division of Energy, Mineral, and Land Resources By the Authority of the Environmental Management Commission i • . Division of Energy, Mineral & Land Resources ` Land Quality SeeflonlStormwater Permitting NCDENRNational Pollutant Discharge Elimination System L µ°N"ESOu^ a PERMIT NAMEIOWNERSHIP CHANGE FORM FOR AGENCY USE ONLY Date Received Year Month Day 1. Please enter the permit number for which the change is requested. NPDES Permit (or) Certificate of Coverage 1 N 0 1 6 1 0 1 3 9 I1. Permit status prior to requested change. a. Permit issued to (company name): Smithfield Farmland Corp. b. Person legally responsible for permit: Jeff Wall First Ml Last General Manager Title PO Box 49 Permit Holder Mailing Address Clinton N.C. 28329 City State Zip (910) 299-3000 (910) 299-3001 Phone Fax c. Facility name (discharge): Smithfield - Clinton Plant d. Facility address: 424 East Railroad Street Address Clinton N.C. 28328 City State Zip e. Facility contact person: Rick M. Bowen 910 299-3051 First 1 MI / Last Phone II1. Please provide the following for the requested change (revised permit). a. Request for change is a result of: ® Change in ownership of the facility ❑ Name change of the facility or owner If other please explain: b. Permit issued to (company name): c. Person legally responsible for permit: RECEIVE D_ JAN 2 6 2013 DEKI tl!%i4liJD(9"f`I'i(' WWWM1fl tAw- fNUalm d. Facility name (discharge): e. Facility address: f. Facility contact person: Smithfield Fresh Meats Corp _ Terry Orness First Ml Last General Manager Title PO Box 49 Permit Holder Mailing Address Clinton N.C. 28329 City State Zip 910 299-3000 torness smithfield.com Phone E-mail Address Smithfield Fresh Meats Corp - Clinton _ 424 East Railroad Street Address Clinton N.C. 28328 City State Zip Rick M Bowen First Ml Last (910) 299-3051 tbowen@,,smithfield.com _ Phone E-mail Address IV. Permit contact information (if different from the person legally responsible for the permit) Revised Jan. 27, 2014 NPDES PERMIT NAMEIOWNERSHIP CHANGE FORM Page 2 of 2 Permit contact: Rick M Bowen First Ml Last Enviornmental Manager Title PO Box 49 Mailing Address Clinton N.C. 28329 City State Zip (910-) 299-3051 tbowen@srnithfield.com Phone E-mail Address Will the permitted facility continue to conduct the same industrial activities conducted prior V. to this ownership or name change? ® Yes ❑ No (please explain) VI. Required Items: THIS APPLICATION WILL BE RETURNED UNPROCESSED IF ITEMS ARE INCOMPLETE OR MISSING: ® This completed application is required for both name change and/or ownership change requests. ® Legal documentation of the transfer of ownership (such as relevant pages of a contract deed, or a bill of sale) is required for an ownership change request. Articles of incorporation are not sufficient for an ownership change. The certifications below must be completed and signed by both the permit holder prior to the change, and the new applicant in the case of an ownership change request. For a name change request, the signed Applicant's Certification is sufficient. PERNIITTEE CERTIFICATION (Permit holder prior to ownership change): attest that this application for a name/ownership change has been reviewed and is accurate and complete to the best of my knowledge. I understand that if all required parts of this application are not completed and that if all required supporting information is not included, this application package will be returned as incomplete. Signature Date APPLICANT CERTIFICATION 1, , attest that this application for a name/ownership change has been reviewed and is accurate and complete to the best of my knowledge. I understand that if all required parts of this application are not completed and that if all required supporting information is not included, this application package will be returned as incomplete. Signature Date .................................... PLEASE SEND THE COMPLETE APPLICATION PACKAGE TO: Division of Energy, Mineral and Land Resources Stormwater Permitting Program 1612 Mail Service Center Raleigh, North Carolina 27699-1612 Revised Jan, 27. 2014 CONTRIBUTION AGREEMENT This Contribution Agreement (this "Agreement") is entered into with an effective date and time of 11:51 p.m., Eastern Time, on December 31, 2017 (the "Effective Time") by and between Smithfield Packaged Meats Corp., a Delaware corporation (the "Contributing Party"), and Smithfield Fresh Meats Corp., a Delaware corporation (the "Subsidiary"). RECITALS A. As of the Effective Time, the Contributing Party is the sole stockholder of the Subsidiary. B. Prior to the Effective Time, the Contributing Party (i) directly owns all of the issued and outstanding membership interests (the "Interests") of Premium Pet Health, LLC, a Delaware limited liability company ("PPH"), and (ii) is the record and beneficial owner of those certain distribution centers, fresh meat plants and fresh meat assets, properties and contract rights listed on Exhibit A attached hereto (collectively, the "Contributed Assets'). C. Prior to the Effective Time, PPH may hold certain liabilities and payables owed by the Contributing Party, and by certain of its subsidiaries that are disregarded as separate from the Contributing Party for U.S. federal income tax purposes ("DREs"), to PPH (the "PPH Receivables"), including, for the avoidance of doubt, liabilities and payables acquired or assumed by, or otherwise transferred to, the Contributing Party (i) in connection with the merger of each of Stefano Foods, Inc., Smithfield Global Products, Inc. and Smithfield Farmland Corp. with and into the Contributing Party, and (ii) pursuant to the Distribution Agreement entered into by and between the Contributing Party and Armour-Eckrich Meats LLC dated as of October 29, 2017. D. Prior to the Effective Time, PPH may also hold certain liabilities and payables (the "PPH Payables") owed to Smithfield Foods, Inc., the Contributing Party and certain of their direct and indirect subsidiaries (collectively, "Smithfield"). E. The Contributing Party has agreed to contribute the Contributed Assets to the Subsidiary in accordance with the terms and conditions set forth below. NOW, THEREFORE, in consideration of the premises and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: ARTICLE I TRANSACTIONS 1.1 Pre -Contribution Assignments (a) Distribution and Acceptance. Immediately prior to the Effective Time, PPH hereby distributes, assigns, conveys and delivers to the Contributing Party all of PPH's right, title and interest in and to any and all PPH Receivables, and the Contributing Party hereby accepts such 96179629 distribution, assignment, conveyance and delivery of such PPH Receivables, the composition and amount of which is to be determined immediately prior to the Effective Time (the "Distribution'). (b) Assumption. Immediately prior to the Effective Time, the Contributing Party assumes any and all PPH Payables, the composition and amount of which is to be determined immediately prior to the Effective Time. 1.2 Contribution. (a) Contribution and Acceptance. Effective as of the Effective Time, the Contributing Party hereby assigns, transfers, conveys and delivers to the Subsidiary, and the Subsidiary hereby accepts the assignment, transfer, conveyance and delivery of, the Contributed Assets, and assumes the related obligations, as a contribution to the capital of the Subsidiary (the "Contribution'). (b) Excluded Assets. The parties hereby acknowledge and agree that the Contributing Party owns certain assets and properties in addition to the Contributed Assets (collectively, the "Excluded Assets"), and that the Excluded Assets are being retained by the Contributing Party and are not being contributed or transferred as part of the Contribution. (c) Acknowledgment of Relationship. The parties hereby acknowledge and agree that the Contributing Parry is the sole stockholder of the Subsidiary and that, as such, the Contributing Party is the holder of 100% of the outstanding stock of the Subsidiary. (d) General Representations and Warranties of the Contributing Party. The Contributing Party hereby makes the following representations and warranties to the Subsidiary as of the Effective Time: (i) the Contributing Party has the capacity and full authority to enter into this Agreement and to perform the obligations of the Contributing Party under this Agreement; and (ii) the Contributing Party has not made, and has not contracted for, any assignment, sale, exchange or other transfer of the Contributed Assets or any portion of them (other than as set forth in this Agreement). 1.3 Related Actions and Further Assurances. (a) Related Actions. On and after the Effective Time, and after giving due regard to subsections (b) and (c) immediately below, each party shall promptly take such actions as may be reasonably requested in writing by the other party (including, without limitation, the execution of additional agreements, instruments or documents) for the purpose of evidencing or effectuating the transactions contemplated by this Agreement (the "Related Transfer Actions"). (b) Specific Actions. Without limiting the scope of the Related Transfer Actions, the parties specifically acknowledge and agree as follows: (i) if any Contributed Asset is real property, the parties shall execute a mutually satisfactory deed for the conveyance of such real property from the Contributing Party to the Subsidiary and shall cause such deed to be recorded in compliance with applicable law; and (ii) if any Contributed Asset is evidenced by a necessary instrument of title (other than real property), the parties shall execute appropriate and mutually satisfactory documentation for the transfer of such title, and shall cause such documentation to be filed or recorded, as applicable, in accordance with applicable law. -2— 96179629 (c) No Other Instruments of Transfer. The parties acknowledge and agree that, except as required by subsection (b) immediately above with respect to any real property and any property evidenced by a necessary instrument of title, their mutual execution and delivery of this Agreement shall be sufficient to evidence and effectuate the Contribution, and the parties shall not require any separate or additional instrument of transfer in connection with the Contribution. Notwithstanding the above, an additional instrument of transfer with respect to the Contribution may be executed and delivered with the mutual consent of both the Contributing Party and the Subsidiary (with the understanding that each such party, in such parry's sole discretion, may grant or withhold any such consent). 1.4 Governing Law and Amendment. (a) Governing Law. The laws of the State of Delaware (without regard to those laws involving conflicts or choice of law) shall govern this Agreement and all matters that relate to its interpretation or enforcement. (b) Amendment. Amendments to this Agreement shall not be binding, valid or enforceable unless they are approved in writing by authorized officers of each of the parties. 1.5 Other General Matters. (a) Disregarded Transfer. It is the intention of the Contributing Party, PPH, and the Subsidiary that the Pre -Contribution Assignments be disregarded for U.S. federal income tax purposes. (b) Section 351 Transfer. It is the intention of the parties that the transfer of any property (within the meaning of section 351) pursuant to Contribution qualify as a transfer under section 351 of the Internal Revenue Code of 1986, as amended. (c) Miscellaneous. This Agreement shall be binding upon, and enforceable against, the parties and all of their permitted assignees and successors in title or interest. Captions and headings are used in this Agreement for convenience only and shall not affect its interpretation or enforcement. Any terms such as "hereby," "herein" and similar references shall be deemed to refer to this Agreement as a whole, rather than to any particular provision. Terms defined in the singular in this Agreement shall be deemed to include their respective plurals, and vice versa. Any prior oral agreements with respect to the subject matter of this Agreement have been integrated into this Agreement as deemed necessary by the parties and are superseded by this Agreement. (d) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute, when taken together, a single binding instrument. (Signature Page to Follow) -3— 96179629 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Time. ContributinParty: Smithfield Packaged Meats Corp., a Delaware corporation Name: Michael H. Cole Title: Vice President & Secretary Subsidiary: Smithfield Fresh Meats Corp., a Delaware corporation By: /�/ir" a- � �� Name: /Michael H. Cole Title: Vice President & Secretary [SIGNATURE PAGE TO SPMCJSFMC CONTRM MON AGREEMENT] Exhibit A Contributed Assets Contracts related to fresh meats, fresh meats customer lists and other intangibles related to fresh meats. Fresh Meats Plants Smithfield, VA (formerly PPH) Denver, CO Orange City, IA Sioux City, IA Tarheel, NC Milan, MO Salt Lake City, UT Smithfield North, VA Denison, IA Crete, NE Monmouth, IL Clinton, NC Distribution Centers Clayton, NC Newport News, VA Crete, NE Monmouth, IL Exhibit A-1 96179629 1 e 1 Delaware Page The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF INCORPORATION OF "SMITHFIELD FRESH MEATS CORP.", FILED IN THIS OFFICE ON THE SIXTH DAY OF NOVENBER, A.D. 2017, AT 2.27 O'CLOCK P.M. AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF INCORPORATION IS THE EIGHTH DAY OF NOVEMBER, A.D. 2017 AT 12:01 O'CLOCK A.M. A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS. 6605607 8100 SR# 20176947282 You may verify this certificate online at corp.delaware.gov/authver.shtml �.n..y n, a�+mc1 s«rKm a sua. Authentication: 203529372 Date: 11-07-17 State of Deh ary Secreury of Stale Dh,Won of Corporations Delh-ered 02:27 PA11IM612017 FILED 02:27 P111110612017 CERTIFICATE OF INCORPORATION 5R 20176947282 • HeNnwber 6605607 OF SMITHFIELD FRESH MEATS CORP. ARTICLE FIRST Tile name of the corporation is Smithfield Fresh Meats Corp. (the "Corporation';). ARTICLE SECOND The address of the Corporation's Registered Office in the State of Delaware is 1209 Orange Street, Corporation Trust Center, in the City of Wilmington, County of New Castle, State of Delaware, 1980€. The name of the Registered Agent at such address is The Corporation Trust Company, ARTICLE THIRD The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of Delaware, but the Corporation is not formed to engage in any act or activity requiring the consent or approval of any state or federal official, department, board, agency or other body without such consent or approval first being obtained ARTICLE FOURTH The total number of shares of capital stock of the Corporation which the Corporation shall have authority to issue is 1,000 shares, with no par value. ARTICLE FIFTH A. The business and affairs of the Corporation shall be managed. by or under the direction of a board of directors (the "Board"), except as may be otherwise provided in the Delaware General Corporation Law or in this Certificate of Incorporation. If any such provision is made in this Certificate of Incorporation, the powers and duties conferred or imposed upon the Board by the Delaware General Corporation law shall be exercised or performed to such extent and by such person or persons as shall be provided for in this Certificate of Incorporation. B. Unless and except to the extent that the Bylaws of the Corporation shall be so required, the election of directors of the Corporation need not be by written ballot. ARTICLE SIXTH The name and mailing address of the incorporator is: Michael H. Cole c/o Smithfield Foods, Inc. 200 Commerce Street Smithfield, Virginia 23430 - ARTICLE SEVENTH The Board is expressty authorized to make, alter or repeal Bylaws of the Corporation but the stockholders may make additional Bylaws and may alter or repeal any Bylaw whether adopted by them or otherwise, ARTICLE EIGHTH Whenever a compromise or arrangement is proposed between the Corporation and its .. creditors or any class of them and/or between the. Corporation and its stockholders or any class of them, any court of equitable jurisdiction within the State of Delaware may, on the application in a . summary way of the Corporation or of any creditor or stockholder thereof, or on the application of any receiver or receivers appointed for the Corporation under the provisions of Section 291 of the Delaware General Corporation Law or on the application of trustees in dissolution or of any receiver or receivers appointed for the Corporation under the provisions of Section 279 of the . Delaware General Corporation Law order a meeting of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, to be summoned in such manner as the said court directs. If a majority in number representing three -fourths (3/4) in value of the creditors or class of creditors, and/or of the stockholders or class of stockholders of the Corporation, as the case may be, agree to any compromise or arrangement and to any reorganization of the Corporation as a consequence of such compromise or arrangement, the said compromise or arrangement and the said reorganization shall, if sanctioned by the court to which the said application has been made, be binding on all the creditors or class of creditors, and/or on all the of the stockholders or class of stockholders, of the Corporation, as the case maybe, and also . on the Corporation. ARTICLE NINTH No director of the Corporation shall be liable to the Corporation or its stockholders for monetary damages for breach or breaches of fiduciary duties as a director, provided that the provisions of this article shall not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, (iii) under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction for which the director derived an improper personal benefit. The Corporation shall, to the fullest extent permitted by Section 145 of the Delaware General Corporation Law, as the same may hereafter be. amended 2 or supplemented, indemnify any and all directors, officers, employees and agents of the Corporation whom it small have power to indemnify under such Section from and against any and all expenses (including attorneys' fees), judgments, fines, amounts paid in settlement and other liabilities in respect of all matters referred to in or covered by such Section. The indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors, administrators and personal representatives of such director, officer, employee or agent. No amendment to or repeal of this Article NINTH shall apply to or have any effect on the liability or alleged liability of any person for or with respect to any acts or omissions of such person occurring prior to such amendment or repeal. ARTICLE TENTH This Certificate of Incorporation shall be effective as of 12.01 a.m., Eastern Time, on November 8, 2017. [Signature Page follows] • s i IN WITNESS WHEREOF, I have signed this certificate of incorporation this 3' day of Form W-J Request for Taxpayer Give Form to the (Rev. December 2014) Identification Number and Certification requester. Do not Department of the Treasury send to the IRS. Internal Revenue Service t Name (as shown on your income tax return). Name is required on this line; do not leave this line blank. SMITHFIELD PACKAGED MEATS CORP. 2 Business nameldisregardee entity name, if different from above tv m to ro p- 3 Check appropriate box for federal tax classification; check only one of the following seven boxes: 4 Exemptions (codes apply only to r 0 ❑ IndividuaVsole proprietor or 0 C Corporation ❑ S Corporation ElPartnership❑ Trust/estate certain entities, not individuals; see instructions on page 3J: v e a a w single -member LLG ❑ Limited liability company. Enter the tax classification i corporation, S=S corporation, P=partnership) ► Exempt payee code lif ar i 5 o 2 Note. For a single -member U-C that is disregarded. do not check LLC: check the appropriate box in the line above for Exemption from FATCA reporting H the tax classification of the single -member owner. coda (if any) E r C i ❑ Other (see instructions) ► Jhepres In eteamh waa„gp O,ISSvd• fhe US) !c 5 Address (number, street, and apt. or suite no.) Requester's name and address (oplionao u F. 200 COMMERCE STREET to 6 City, state, and ZIP code co SMITHFIELD, VA 23430 7 List account numbers) here (Optional) IM Taxpayer Identification Number IN Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid social security number backup withholding. For individuals, this is generally your social security number (page , For other fora resident alien, sole proprietor, or disregarded entity, see the Part I instructions an page 3. For other entities, it is your employer identification number (EfN). If you do not have a number, see Now to get a TIN on page 3. or Note. If the account is in more than one name, see the instructions for line 1 and the chart on page 4 for Employer identification number guidelines on whose number to enter. 3 3 2 1 41 77 1 1WRIN Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2. 1 am not subject to backup withholding because; (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3. 1 am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return, For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abanconment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, }payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on oaoe 3. Sign I Signature of + Date► reof / .erg I�S�I]7 Here u-s. person General Instructi Section references are to the Internal Revenue Code unless otherwise noted. Future developments. Information about developments affecting Form. W-9 (such as legislation enacted after we release it) is at www.frs.gov/Av9, Purpose of Form An individual or entity (Form W-9 requester) who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) which may be your social security number (SSN), individual taxpayer identification number (3TIN), adoption taxpayer identification number (ATIN), or employer identification number (Eii to report on an information return the amount paid to you, or other amour) reportable on an information return. Examples of information returns include, but are not limited to, the. following: • Form 1099-INT (interest earned or paid) • Form 1099-DIV (dividends, including those from stocks or mutual funds) • Form 1099-MISC (various types of income, prizes, awards, or gross proceeds) Form 1099-B (stock or mutual fund sales and certain other transactions by brokers) • Form 1099-S (proceeds from real estate uansaclions) • Form 1099-K (merchant card and third party network transactions) • Form 1098 (home mortgage interest), 1098-E (student ban interest), 1098-T (tuition) • Form 1099-C (canceled debt) • Form 1099-A (acquisition or abandonment of secured property) Use Form W-9 only if you are a U.S. person (including a resident alien), to Provide your correct TIN. If you do not return Form W-9 to the requester with a TIN, you might be subject to backup withholding. See What is backup withholding? on page 2. By signing the filled -out form, you: 1. Certify that the TIN you are giving is correct (or you are waiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or 3. Claim exemption from backup withholding if you are a U.S. exempt payee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners' share of effectively connected income, and 4. Certity that FATCA code(s) entered on this form (if any) indicating that you are exempt from the FATCA reporting, is correct. See Whai is FATCA reporting7 on page 2 for further information. Cat. No. 10231X Form W-9 (Rev. 12-2014)