Alcoa Corporate Center 201 Isabella Street at 7th Street Bridge Pittsburgh, PA 15212-5858 USA Tel: 1 412 553 4303 A Fax: 1 718 764 4266 Ms. Becky Keogh, Director Arkansas Department of Environmental Quality 5301 Northshore Drive North Little Rock, AR 72118-5317 RE: New Permittee Information for AFIN 63-000487 (NPDES Permits AR0000582, ARR00C423, and ARR153599) to Reynolds Metals Company, LLC Dear Ms. Keogh: On November 1, 2016, Alcoa Inc. will officially split into two new companies: Arconic and Alcoa Corporation. The remediation activities at the Bauxite, Arkansas location will be transferring into a new company Reynolds Metals Company, LLC, a subsidiary of Alcoa Corporation. Please find attached the following documents seeking to transfer the referenced permits currently held by Alcoa Inc. for the Bauxite, Arkansas location to Reynolds Metals Company, LLC: Attachment A - Permit Transfer Form Attachment B: Proof of Good Standing o Proof of Good Standing – Arkansas Secretary of State o Proof of Good Standing – Delaware Secretary of State Attachment C - Disclosure Statement (SEC filings): o Alcoa – 2015 10-K, Annual Report o Alcoa – 2016 10-Q, 2nd Quarterly Report Please advise if any further documentation is required to transfer the referenced permits. If you have any questions, feel free to contact me at (412) 553-4303 or Pat Keogh at (501) 557- 5407. Respectfully submitted, Reynolds Metals Company, LLC Robyn Gross Director, Asset Management Americas Attachment A Permit Transfer Form PERMIT TRANSFER FORM Please select one of the following options: A. Permittee (legal name) change B. Facility name change C. Responsible official name change A B C ✔ A&B A&C B&C A&B&C PERMIT NUMBER: AR0000582 / ARR00C423 / ARR153599 I. CURRENT PERMITTEE INFORMATION Permittee (legal name): Alcoa Inc. Facility Name: Alcoa Inc. Responsible Official Name (see Section IV below): Robyn L. Gross Is the permittee identified above, the owner of the facility? ✔ Yes No If you mark No, please list the name of the owner: II. NEW PERMITTEE INFORMATION Permittee (legal name): Reynolds Metals Company, LLC Facility Name (if different from Permittee Name): Bauxite Operation Is the permittee identified above, the owner of the facility? ✔ Yes No If you mark No, please list the name of the owner: Responsible Official Name (see Section IV below): Robyn L. Gross Official Title of Responsible Officer: Director, Asset Management Americas E-mail: [email protected] Owner Type: Permittee Address: 201 Isabella Street STATE PARTNERSHIP Permittee City: Pittsburgh FEDERAL ✔ CORPORATION* Permittee State: PA Zip: 15212 SOLE PROPRIETORSHIP Permittee Telephone No.: (412) 553-4545 Is the new permittee registered with the Arkansas Secretary of State? ✔ Yes No If yes, please provide the full name of corporation if different than the legal permittee name listed above. Facility Mailing Address: PO Box 290 Facility City: Bauxite Facility State: AR Zip: 72011 Facility Contact Person Name: Pat Keogh Contact Person Title: Site Manager Telephone Number: (501) 557-5407 Fax Number: (501) 557-5420 E-mail: [email protected] Invoice Contact Person: Pat KeoghCity: Bauxite Invoice Mailing Address: PO Box 290 State: AR Zip: 72011-0290 Invoice Mailing Address: Telephone: (501) 557-5407 Cognizant Official Name: Cognizant Official Title: Telephone Number: Fax Number: E-mail: PERMIT TRANSFER FORM III. OWNERSHIP CHANGE AGREEMENT Please note you must complete this Section (III.) only if the permit has a new owner or a new ownership. Please specify the closing date for this transaction: November 1, 2016 Current Permittee (Seller): Alcoa Inc. Signature of Responsible Corporate Officer: Title of Responsible Corporate Officer: Director, Asset Management Americas Printed Name of Responsible Corporate Officer: Robyn L. Gross Date: September 30, 2016 New Permittee (Buyer): Reynolds Metals Company, LLC Signature of Responsible Corporate Officer: Title of Responsible Corporate Officer: Director, Asset Management Americas Printed Name of Responsible Corporate Officer: Robyn L. Gross Date: September 30, 2016 Disclosure Statement: Disclosure Statement must be submitted for new permittee. Disclosure Statement is not required for Stormwater Permits. Is Disclosure Statement enclosed: ✔ Yes No Financial Assurance: Please note that if Financial Assurance is required for the current permittee then the new permittee may have to provide new Financial Assurance before the permit maybe transferred.. Land Use Contract: For land application permits you must submit a new land use contracts for all the sites permitted under the current permit for land application. The new land use contract must be signed by the new permittee and land owner. IV. CERTIFICATION OF NEW PERMITTEE “I certify that the cognizant official designated in this Permit Transfer Form (Section II) is qualified to act as a duly authorized representative under the provisions of 40 CFR Part 122.22(b). If no cognizant official has been designated, I understand that the Department will accept reports signed by the applicant. I certify under penalty of law that this document and all attachments were prepared under my direction or supervision in accordance with a system designed to assure that qualified personnel properly gather and evaluate the information submitted. Based on my inquiry of the person or persons who manage the system, or those persons directly responsible for gathering the information submitted is, to the best of my knowledge and belief, true, accurate, and complete. I am aware that there are significant penalties for submitting false information, including the possibility of fine and imprisonment for knowing violations.” In addition, I certify that there will be no operational changes that warrant a permit modification. (Please note that if there are changes that warrant a permit modification, then you must submit a complete application, updated plans, design calculations and specifications, and the permit modification fee along with this Ownership Change Form. The transfer may be made effective prior to permit modification.) Typed or Printed Name:Robyn L. Gross Title: Director, Asset Management Americas Signature: Date: September 30, 2016 Attachment B Proof of Good Standing Search Incorporations, Cooperatives, Banks and Insurance Companies Printer Friendly Version LLC Member information is now confidential per Act 865 of 2007 Use your browser's back button to return to the Search Results Begin New Search For service of process contact the Secretary of State's office. Corporation Name REYNOLDS METALS COMPANY, LLC Fictitious Names Filing # 811108901 Filing Type Foreign Limited Liability Company Filed under Act Foreign LLC; 1003 of 1993 Status Good Standing Principal Address Reg. Agent THE CORPORATION COMPANY Agent Address 124 WEST CAPITOL AVE, SUITE 1900 LITTLE ROCK, AR 72201 Date Filed 07/21/2016 Officers JOHN A. KENNA , Incorporator/Organizer Foreign Name N/A Foreign Address 201 ISABELLA STREET PITTSBURGH, PA 15212 State of Origin DE Purchase a Certificate of Good Pay Franchise Tax for this corporation Standing for this Entity 1 of 1 9/2/2016 12:32 PM Delaware.gov Governor | General Assembly | Courts | Elected Officials | State Agencies Department of State: Division of Corporations Allowable Characters Frequently Asked Questions View Search Results HOME About Agency Secretary's Letter Entity Details Newsroom Frequent Questions Related Links Contact Us Incorporation Date / 7/18/1928 Office Location File Number: 240111 Formation Date: (mm/dd/yyyy) SERVICES Pay Taxes Entity Name: REYNOLDS METALS COMPANY, LLC File UCC's Delaware Laws Online Limited Name Reservation Entity Kind: Liability Entity Type: General Entity Search Status Company Validate Certificate Customer Service Survey Residency: Domestic State: State: INFORMATION Good Status: Status Date: 6/30/2016 Corporate Forms Standing Corporate Fees UCC Forms and Fees Taxes Expedited Services REGISTERED AGENT INFORMATION Service of Process Registered Agents GetCorporate Status Name: THE CORPORATION TRUST COMPANY Submitting a Request How to Form a New Business Entity Address: CORPORATION TRUST CENTER 1209 ORANGE ST Certifications, Apostilles & Authentication of Documents City: WILMINGTON County: New Castle State: DE Postal Code: 19801 Phone: 302-658-7581 For help on a particular field click on the Field Tag to take you to the help area. site map | privacy | about this site | contact us | translate | delaware.gov 1 of 1 9/2/2016 2:24 PM Attachment C Disclosure Statement (SEC filings) UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K [ x ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For The Fiscal Year Ended December 31, 2015 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number 1-3610 ALCOA INC. (Exact name of registrant as specified in its charter) Pennsylvania (State of incorporation) (I.R.S. Employer Identification No.) 390 Park Avenue, New York, New York 10022-4608 (Address of principal executive offices) (Zip code) Registrant’s telephone numbers: Investor Relations------------— (212) 836-2674 Office of the Secretary-------—(212) 836-2732 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered Common Stock, par value $1.00 per share New York Stock Exchange Depositary Shares, each representing a 1/10th ownership New York Stock Exchange interest in a share of 5.375% Class B Mandatory Convertible Preferred Stock, Series 1, par value $1.00 per share Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No ✓. Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes No ✓ . Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and (2) has been subject to such filing requirements for the past 90 days.