ENOC-07-00042, Supplemental Information 2 in Support of Application for Order Approving Indirect Transfer of Control of Licenses
| ML073440039 | |
| Person / Time | |
|---|---|
| Site: | Palisades, Indian Point, Pilgrim, Vermont Yankee, Big Rock Point, FitzPatrick  |
| Issue date: | 12/05/2007 |
| From: | Kansler M Entergy Nuclear Operations, Entergy Operations |
| To: | Document Control Desk, Office of Nuclear Reactor Regulation |
| References | |
| ENOC-07-00042, FOIA/PA-2013-0151 | |
| Download: ML073440039 (69) | |
Text
Entergy Operations, Inc.
Entergy Nuclear Operations, Inc.
1340 Echelon Parkway n
Jackson, MS 39213-1995 601-368-5692 Michael R. Kansler President, Chief Executive Officer
& Chief Nuclear Officer 10 CFR 50.80 ENOC-07-00042 December 5, 2007 U.S. Nuclear Regulatory Commission Attn: Document Control Desk One White Flint North 11555 Rockville Pike Rockville, MD 20852-2738 (301) 415-7000
Subject:
Entergy Nuclear Operations, Inc.
Pilgrim Nuclear Power Station Docket No. 50-293 Indian Point Nuclear Generating Unit No. 1 Docket No.50-003 Indian Point Nuclear Generating Unit No. 2 Docket No. 50-247 Indian Point Nuclear Generating Unit No. 3 Docket No. 50-286 James A. FitzPatrick Nuclear Power Plant Docket Nos. 50-333 & 72-12 Vermont Yankee Nuclear Power Station Docket Nos. 50-271 Palisades Nuclear Plant Docket No. 50-255 & 72-7 Big Rock Point Docket Nos. 50-155 & 72-43 Supplemental Information #2 in Support of Application for Order Approving Indirect Transfer of Control of Licenses By letter dated July 30, 2007, and as supplemented on October 31, 2007, Entergy Nuclear Operations, Inc. (ENO), acting on behalf of itself and Entergy Nuclear Generation Company, Entergy Nuclear FitzPatrick, LLC, Entergy Nuclear Vermont Yankee, LLC, Entergy Nuclear Indian Point 2, LLC, Entergy Nuclear Indian Point 3, LLC, and Entergy Nuclear Palisades, LLC, (together, Applicants), requested that the Nuclear Regulatory Commission (NRC) consent to the indirect transfer of control of the above-captioned licenses pursuant to
ENOC-07-00042 Page 2 of 6 Section 184 of the Atomic Energy Act, as amended (the Act), and 10 CFR 50.80. The indirect transfer of control results from certain planned restructuring transactions that would involve the creation of new intermediary holding companies and/or changes in the intermediary holding companies for the ownership structure for the corporate entities that hold the NRC licenses for Pilgrim, Indian Point 1, 2, and 3, FitzPatrick, Vermont Yankee, Palisades and Big Rock Point (together, the Facilities), including both the six corporate entities (named among the Applicants above) licensed for their ownership of the Facilities and ENO, which is the entity licensed to operate or maintain the Facilities. Simplified organization charts reflecting the current and planned post-reorganization ownership structure were provided as Figures 1 and 2.
Additional Information Regarding Nature of the Transaction & Organizational Structure As discussed in the July 30, 2007 Application, the restructuring would isolate and simplify the structure of the businesses that comprise Entergy Corporation's wholesale nuclear business segment and enhance the ability of analysts, regulators, capital markets and shareholders to understand and evaluate this business segment. The Board of Directors of Entergy Corporation (Board) and its management have continued to evaluate the company's options regarding this business segment, and the Board has determined that the wholesale nuclear business segment should be organized under a holding company (referred to in this application as "NewCo") and that the shares of this company should be distributed directly to the shareholders of Entergy Corporation.
After the proposed transaction, the shareholders of Entergy Corporation will also separately own the shares of NewCo. As such, NewCo will be owned and controlled by the public. Prior to the distribution of the shares of NewCo, there is a possibility that an individual or group under common control may seek to purchase more than 5% of NewCo's shares and, in connection with this investment, this individual or group may potentially acquire rights in the management of the corporate affairs of NewCo, such as the right to appoint one or more member(s) of the NewCo Board of Directors. ENO recognizes that any such arrangements could have implications regarding whether such entities might be in a position to exercise "control" of NewCo. Therefore, during the time that this license transfer request remains pending, ENO will inform NRC if it has information suggesting that any individual or.group under common control will acquire more than 5% of the shares of NewCo in connection with the proposed transaction.
The organizational structure of the reorganized company will need to be different from that provided as Figure 2 in the July 30, 2007 Application and rather will be as reflected in the attached Figure 3. (Figure 1 is also provided for ease of reference.) The Applicants respectfully request that NRC review and approve the implementation of the proposed reorganization with the corporate structure reflected in Figure 3. With the limited exception of additional information provided below, the information provided in the July 30, 2007 Application, remains the same.
ENOC-07-00042 Page 3 of 6 Additional Information Regarding Technical Qualifications ENO will remain the licensed operator of the Facilities and will be owned by a parent company referred to in this application as ENOI Holdings, LLC, which in turn will be owned 50% by Entergy Corporation and 50% by NewCo. Each of these 50% interests will be held by wholly owned subsidiaries of Entergy Corporation and NewCo, referred to in this application as ETR ENOI Holdings, LLC and NewCo ENOI Holdings, LLC. ENO will therefore continue to benefit from Entergy Corporation's continued role in the operation of the NRC-licensed commercial nuclear power plants owned by NewCo. Under the existing and any amended operating agreements with the individual plant owners, ENO will operate and make capital improvements at the plants in accordance with the operating licenses and applicable laws and regulatory requirements; ENO also shall have the sole authority as the operator of the plants to protect the public health and safety and comply with NRC orders and requirements. ENO will establish clear lines of authority to carry out its duties as an operator, and dispute resolution mechanisms will be established in the event of any disagreement among the two 50% owners of ENOI Holdings, LLC. Notwithstanding any such disagreement among the owners of ENO, the Chief Nuclear Officer of ENO shall have the authority at all times to take any actions necessary to carry out ENO's responsibilities as the operator under the NRC Operating Licenses, including any actions and/or expenditure of funds necessary to protect the public health and safety, to maintain safe operating or shutdown conditions at each plant, and to comply with NRC orders and requirements.
In addition, ENO will be converted from a corporation to a limited liability company and its name will be changed to ENOI LLC. Under Delaware law, ENOI LLC will assume all of the rights and responsibilities of Entergy Nuclear Operations, Inc., and it will be the same company (legal entity) both before and after the conversion and name change. To the extent any approval might be required to consummate the conversion, such approval is being sought in connection with the pending "Application for Order Approving Indirect Transfer of Control of Licenses." ENO will separately submit a request for license amendments to make the administrative changes as a result of ENO's name change from "Entergy Nuclear Operations, Inc." to "ENOI LLC."
Additional Information Regarding Financial Qualifications As a result of its review of financial projections, NRC has made a second Request For Information (RAI-2). An Answer to RAI-2 is enclosed. Both RAI-2 and the Answer to RAI-2 discuss proprietary financial information, which should be withheld from public disclosure.
In addition, NewCo will take the place of Entergy Nuclear Finance Holding, LLC for all purposes where Entergy Nuclear Finance Holding, LLC is discussed in the July 30, 2007 Application. NewCo and the owner-licensees will enter into the financial Support Agreement described in the Application. A form of this Support Agreement was provided as, and NewCo will take the place of Entergy Nuclear Finance Holding, LLC in this agreement. A revised version "Attachment 5 (Revised)" is provided with this letter for convenience. NewCo also will provide a letter of credit or other financial assurance instrument in compliance with 10 CFR 50.75(e)(1) to be held by Entergy Nuclear
ENOC-07-00042 Page 4 of 6 Palisades, LLC and to replace the $5 million Guaranty of decommissioning funding assurance for the Big Rock ISFSI.
In addition to owning 50% of ENO, NewCo will own the same pool of assets that had been planned for Entergy Nuclear Finance Holding, LLC. As such, the financial projections submitted for Entergy Nuclear Finance Holding, LLC are representative of the projections for NewCo for purposes of assessing NewCo's financial qualifications to provide the Support Agreement. In addition, the financial projections for the six individual owner licensees are "bounding" or conservative, when the group of six plants is assessed on a consolidated basis.
Nevertheless, ENO has prepared updated balance sheets and financial projections for NewCo and the six individual owner licensee entities. These projections are provided in a proprietary Addendum labeled "Answer to RAI 2 and Updated Financial Projections (Proprietary Version)." ENO requests that this document be withheld from public disclosure pursuant to 10 CFR 2.390, as described in the Affidavit of Michael R. Kansler, which is also provided. A redacted version of this document, suitable for public disclosure is provided separately and is labeled "Answer to RAI 2 and Updated Financial Projections (Non-Proprietary Version)."
Additional General Corporate Information The NRC licensed entities affected by the indirect transfer of control are:
ENO (Entergy Nuclear Operations, Inc., converted to ENOI LLC)
Entergy Nuclear Generation Company Entergy Nuclear FitzPatrick, LLC Entergy Nuclear Vermont Yankee, LLC Entergy Nuclear Indian Point 2, LLC Entergy Nuclear Indian Point 3, LLC Entergy Nuclear Palisades, LLC ENO will remain the licensed operator, and the funding of operations will continue to be provided through agreements with the licensed owner companies. There will be no change in the technical qualifications of ENO.
The following companies would be the direct or indirect parent companies of one or more of the licensed owner entities:
NewCo Entergy Nuclear Holding Company #1 Entergy Nuclear New York Investment Company 1I Entergy Nuclear Holding Company*
Entergy Nuclear Midwest Investment Company, LLC*
Entergy Nuclear Holding Company #3 LLC*
Entergy Nuclear Vermont Investment Company, LLC
.Depending upon the ability to obtain favorable tax rulings, it may be possible to eliminate the intermediary companies designated above with an asterisk ("*"). If favorable rulings are obtained, ENO will inform the NRC and provide an updated organization chart, indicating
ENOC-07-00042 Page 5 of 6 which intermediary holding companies remain in the chain of ownership of the licensed owner entities.
The following companies would be the direct or indirect parent companies of ENO, the licensed operator:
Entergy Corporation NewCo ENOI Holdings, LLC ETR ENOI Holdings, LLC NewCo ENOI Holdings, LLC The detailed general corporate information required by 10 CFR 50.33(d)(3) regarding each of the NRC licensed entities and their corporate parents is provided as Attachment 1 (Revised),
which is enclosed with this letter. Attachment 1 (Revised) reflects the current plans regarding required general corporate information, which will be implemented prior to completing the license transfers. Additional key management personnel may be selected and will be reported consistent with NRC requirements. All of the current and proposed directors and executive personnel of these corporate entities are citizens of the United States, except that Simon D.
de Bree, Director of Entergy Corporation, is a citizen of the Kingdom of the Netherlands. A single director with foreign citizenship will not be able to exercise control over Entergy Corporation or any of the individual NRC licenses.
Regulatory Commitments The Regulatory Commitments identified in the table of the Enclosure to the July 30, 2007 titled "Commitments" need to be revised to reflect the role of NewCo substituting for Entergy Nuclear Finance Holdings, LLC and including the commitment made in this letter. A revised table is enclosed.
'I
ENOC-07-00042 Page 6 of 6 If NRC requires additional information concerning this license transfer request, please contact John McCann, Director, Nuclear Safety and Licensing, at (914) 272-3370 or jmccanl @entergy.com. Service on ENO of comments, hearing requests or intervention petitions, or other pleadings, if applicable, should be made to counsel for ENO, Mr. John E.
Matthews at Morgan, Lewis & Bockius, LLP, 1111 Pennsylvania Avenue, W, Washinto DC 20004 (tel: 202-739-5524; fax: 202-739-3001; e-mail: imatthewsna r aowmi.
jom
Enclosures:
Regulatory Commitments Oath & Affirmation 10 CFR 2.390 Affidavit Figures 1 & 3 (Revised) (Revised)
Schedule A to Attachment 5 (Revised)
Answer to RAI 2 & Updated Financial Projections (Non-Proprietary Version)
Answer to RAI 2 & Updated Financial Projections (Proprietary Version)
ENOC-07-00042, Regulatory Commitments This table identifies actions discussed in this letter for which Entergy commits to perform. Any other actions discussed in this submittal are described for the NRC's information and are not commitments.
TYPE (Check one)
SCHEDULED COMMITMENT COMPLETION ONE-TIME CONTINUING DATE ACTION COMPLIANCE (If Required)
- 1. If ENO has information that any x (until No later than the date individual or group under transfer is on which the indirect common control will acquire completed) license transfers are more than 5% of the stock of implemented.
NewCo in connection with the proposed transfer, ENO will provide information to NRC.
- 2. If favorable rulings are obtained x
Ongoing.
from the Internal Revenue Service, ENO will inform the NRC and provide an updated organization chart, indicating which intermediary holding companies remain in the chain of ownership of the licensed owner entities.
- 3. For entities listed on x
No later than the date (Revised) that on which the indirect have not yet been formed, these license transfers are entities will be formed in the implemented.
states indicated, with the business address indicated. The planned appointments of Directors or Managers and Executive Personnel indicated in Attachment 1 will be implemented. Updated information regarding Directors or Managers and Executive Personnel will be provided, as needed or required.
- 4. NewCo will execute a financial x
No later than the date Support Agreement in favor of on which the indirect the Applicants substantially in license transfers are the form provided in implemented..
- 5. NewCo will provide a letter of x
No later than the date credit or other financial on which the indirect assurance instrument in license transfers are compliance with implemented.
10 CFR 50.75(e)(1) to be held by Entergy Nuclear Palisades, LLC and to replace the $5 million Guaranty of decommissioning funding assurance for the Big Rock ISFSI.
ENOC-07-00042 c: w/o proprietary except
- Regional Administrator, Region I Mr. David O'Brien, Commissioner U.S. Nuclear Regulatory Commission VT Department of Public Service 475 Allendale Road 112 State Street - Drawer 20 King of Prussia, PA 19406-1415 Montpelier, VT 15620-2601 Regional Administrator, Region III Mr. Peter R. Smith, President U.S. Nuclear Regulatory Commission New York State Energy, Research, and 2443 Warrenville Road, Suite 210 Development Authority Lisle, IL 60532-4352 17 Columbia Circle Albany, NY 12203-6399
- U.S. Nuclear Regulatory Commission Mr. Paul Eddy Attention: Document Control Desk New York State Department of Public Service One While Flint North 3 Empire State Plaza 11555 Rockville Pike Albany, NY 12223 Rockville, MD 20852
- Steven R. Hom Mr. Charles Donaldson, Esq.
U.S. Nuclear Regulatory Commission Assistant Attorney General One White Flint North New York Department of Law 11555 Rockville Pike 120 Broadway Rockville, MD 20852 New York, NY 10271 Mail Stop OWFN/12-D3 Mr. James J. Shea, Project Manager Mayor, Village of Buchanan Division of Licensing Project Management 236 Tate Avenue.
Office of Nuclear Reactor Regulation Buchanan, NY 10511 Mail Stop 08 BI Washington, DC 20555 Mr. John Boska, Project Manager Michigan Department of Attorney General Plant Licensing Branch I-I Special Litigation Division Division of Operating Reactor Licensing 525 West Ottawa Street Office of Nuclear Reactor Regulation Sixth Floor, G. Mennen Williams Building U.S. Nuclear Regulatory Commission Lansing, MI 48913 Mail Stop O-8-C2 Washington, DC 20555 Mahesh L. Chawla, Project Manager Mr. Raymond L. Albanese Project Directorate III Four County Coordinator Division of Licensing Project Management 200 Bradhurst Avenue Office of Nuclear Reactor Regulation Unit 4 Westchester County Mail Stop 8H 4A Hawthorne, NY 10532 Washington, DC 20555
ENOC-07-00042 USNRC Resident Inspector Entergy Nuclear Vermont Yankee P.O. Box 157 Vernon, VT 05354 Mr. Robert Walker, Director Massachusetts Department of Public Health Schrafft Center Suite 1 M2A Radiation Control Program 529 Main Street Charlestown, MA 02129 Resident Inspector's Office U.S. Nuclear Regulatory Commission James A. FitzPatrick Nuclear Power Plant P.O. Box 136 Lycoming, NY 13093 Ms. Cristine McCombs, Director Mass. Emergency Management Agency 400 Worcester Road Framingham, MA 01702 U.S. Nuclear Regulatory Commission Mr. Peter R. Smith, President Resident Inspector's Office New York State Energy, Research, &
Palisades Plant Development Authority 27782 Blue Star Memorial Highway 17 Columbia Circle Covert, MI 49043 Albany, NY 12203-6399 Senior Resident Inspector's Office Supervisor Indian Point 2 Covert Township U.S. Nuclear Regulatory Commission P.O. Box 35 P.O. Box 59 Covert, MI 49043 Buchanan, NY 10511 Senior Resident Inspector Office of the Governor Pilgrim Nuclear Power Station P.O. Box 30013 Rocky Hill Road Lansing, MI 48909 Plymouth, MA 02360 Michigan Department of Environmental Quality Waste and Hazardous Materials Division Hazardous Waste and Radiological Protection Section Nuclear Facilities Unit Constitution Hall, Lower-Level North 525 West Allegan Street, P.O. Box 30241 Lansing, MI 48909-7741
ENOC-07-00042 UNITED STATES OF AMERICA NUCLEAR REGULATORY COMMISSION In the Matter of Entergy Nuclear Operations, Inc.
Pilgrim Nuclear Power Station Indian Point Nuclear Generating Unit No. 1 Indian Point Nuclear Generating Unit No. 2 Indian Point Nuclear Generating Unit No. 3 James A. FitzPatrick Nuclear Power Plant FitzPatrick ISFSI Vermont Yankee Nuclear Power Station Palisades Nuclear Plant Palisades ISFSI Big Rock Point Big Rock Point ISFSI
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Docket Nos. 50-293 50-003 50-247 50-286 50-333 &
72-12 50-271 50-255 &
72-7 50-155 &
72-043 AFFIRMATION I, Michael R. Kansler, being duly sworn, hereby depose and state: that I am President & Chief Executive Officer, of Entergy Nuclear Operations, Inc.; that I am duly authorized to sign and file with the Nuclear Regulatory Commission the attached Supplemental Informatipo#a2 iý Support of Application for Order Approving Indirect Transfer of Control of L' ersethat aifam ar with the content thereof; and that the matters set forth therein are ot Corrp /o e b of my knowledge and belief.
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STATE OF ARKANSAS COUNTY OF POPE
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Subscribed and sworn to me, a Notary Public, in and for the State of Arkansas, this 5th day of December, 2007.
Notary tublic il and for the Stat ofArkansas
-- Kathy* C. Rogers c(,U',tv of Pope Notary pubjic -Arkansas My Commission Exp. 07/15/2015
ENOC-07-00042 UNITED STATES OF AMERICA NUCLEAR REGULATORY COMMISSION In the Matter of Entergy Nuclear Operations, Inc.
Pilgrim Nuclear Power Station Indian Point Nuclear Generating Unit No. 1 Indian Point Nuclear Generating Unit No. 2 Indian Point Nuclear Generating Unit No. 3 James A. FitzPatrick Nuclear Power Plant FitzPatrick ISFSI Vermont Yankee Nuclear Power Station Palisades Nuclear Plant Palisades ISFSI Big Rock Point Big Rock Point ISFSI
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Docket Nos. 50-293 50-003 50-247 50-286 50-333 &
72-12 50-271 50-255 &
72-7,
50-155 &
72-043 AFFIDAVIT I, Michael R. Kansler, President & Chief Executive Officer, of Entergy Nuclear Operations, Inc.
(ENO), hereby affirm and state:
- 2.
ENO is providing Supplemental Information #2 in Support of Application for Order Approving Indirect Transfer of Control of Licenses. The document being provided as the enclosed Sensitivity Analysis (Proprietary) contains proprietary financial information and financial projections related to the ownership and operation of the generation assets operated by ENO. This document constitutes proprietary commercial and financial information that should be held in confidence by the NRC pursuant to 10 CFR
§ 2.390(a)(4) because:
- i.
This information is and has been held in confidence by ENO.
ii.
This information is of a type that is customarily held in confidence by ENO and there is a rational basis for doing so because the information contains sensitive financial information concerning projected revenues and operating expenses of ENO.
iii.
This information is being transmitted to the NRC voluntarily and in confidence.
ENOC-07-00042 iv.
This information is not available in public sources and could not be gathered readily from other publicly available information.
- v.
Public disclosure of this information would cause substantial harm to the competitive position of ENO by disclosing its internal financial projections.
- 3.
Accordingly, ENO requests that the designated document be It dfro disclosure pursuant to 10 CFR'§ 2.390(a)(4).
Mrch
.Kansler Pre dent & Chief Exec e Officer STATE OF ARKANSAS
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COUNTY OF POPE
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Subscribed and sworn to me, a Notary Public, in and for the State of Arkansas, this 5th day of December, 2007.
Notary ublic and for the Stat of Arkansas I Kathy C. Rogers Cotar y Of pope Notary Plublic - Arkansas MY Commission ExP. 07/15/2015
ENOC-07-00042 Figure 1: SIMPLIFIED ORGANIZATION CHART-CURRENT NOTE: NRC Licenses held by E N entities are referenced in parentheses and italics, e.g., (IP1 & 1P2).
Entergy Nuclear Holding Company #2 75%
Entergy Nuclear Holding Company E N Operations, Inc.
(Licensed Operator:
eight Part 50 licenses)
Entergy Nuclear Holding Company #1
ENOC-07-00042 Figure 3: SIMPLIFIED ORGANIZATION CHART-POST REORGANIZATION Shareholders (Public)
NOTE: NRC Licenses held by E N entities are referenced in parentheses and italics, e.g., (IP1 & IP2).
50%
Entergy Nuclear Holding Company ENOI LLC (Licensed Operator:
eight Part 50 licenses)
Entergy Nuclear Holding Company #1
ENOC-07-00042 ATTACHMENT 1 (Revised)
General Corporate Information Regarding the NRC Licensed Entities and Their Corporate Parents NAME:
Entergy Corporation STATE OF Delaware INCORPORATION:
BUSINESS ADDRESS:
639 Loyola Avenue New Orleans, LA 70113 DIRECTORS:
J. Wayne Leonard (Chairman)
Maureen S. Bateman W. Frank Blount Simon D. deBree Gary W. Edwards Alexis M. Herman Donald C. Hintz Stuart L. Levinick James R. Nichols William A. Percy, II W. J. "Billy" Tauzin Steven V. Wilkinson EXECUTIVE J. Wayne Leonard - Chief Executive Officer PERSONNEL Gary J. Taylor - Group President, Utility Operations Leo P. Denault - Executive VP & CFO Curtis L. Hebert, Jr. - Executive VP, External Affairs Michael R. Kansler - Executive VP & Chief Nuclear Officer Mark T. Savoff-Executive VP and Chief Operating Officer Robert D. Sloan - Executive VP / General Counsel &
Secretary Theodore H. Bunting, Jr - Senior VP & Chief Accounting Officer Joseph T. Henderson - Senior VP & General Tax Counsel Terry R. Seamons - Senior VP, Human Resources &
Administration Steven C. McNeal - VP & Treasurer Paul A. Castanon - Assistant Secretary 1
ENOC-07-00042 ATTACHMENT 1 (Revised)
General Corporate Information Regarding the NRC Licensed Entities and Their Corporate Parents NAME:
NewCo (Proposed Entity/Not Yet Created)
STATE OF Delaware INCORPORATION:
BUSINESS ADDRESS:
1340 Echelon Parkway Jackson, Mississippi 39213 DIRECTORS:
Donald C. Hintz - Chairman Richard J. Smith Note: It is anticipated that NeWCo will become a public company reporting under the Securities Exchange Act of 1934 and its common stock will be listed on the New York Stock Exchange. NewCo intends, consistent with the practice of other public companies, to expand its Board to include independent directors prior to the distribution of its stock to Entergy stockholders. Updated information regarding the Board of Directors of NewCo will be provided.
EXECUTIVE Richard J. Smith - Chief Executive Officer PERSONNEL John R. McGaha - Chief Operating Officer 2
ENOC-07-00042 ATTACHMENT 1 (Revised)
General Corporate Information Regarding the NRC Licensed Entities and Their Corporate Parents NAME:
[ENOI Holdings, LLC] (Proposed Entity/Not Yet Created)
STATE OF Delaware INCORPORATION:
BUSINESS ADDRESS:
1340 Echelon Parkway Jackson, Mississippi 39213 MANAGERS:
Donald C. Hintz Richard J. Smith John R. McGaha J. Wayne Leonard Leo P. Denault Mark T. Savoff EXECUTIVE Michael R. Kansler - Chief Executive Officer and Chief PERSONNEL Nuclear Officer John T. Herron - Chief Operating Officer 3
ENOC-07-00042 ATTACHMENT 1 (Revised)
General Corporate Information Regarding the NRC Licensed Entities and Their Corporate Parents NAME:
ENOI LLC formerly Entergy Nuclear Operations, Inc.
[NRC Licensed Entity]
STATE OF Delaware INCORPORATION:
BUSINESS ADDRESS:
1340 Echelon Parkway Jackson, Mississippi 39213 MANAGERS:
Michael R. Kansler Michael R. Kansler - Chief Executive Officer and Chief EXECUTIVE Nuclear Officer PERSONNEL John T. Herron - Chief Operating Officer Kevin H. Bronson - VP Operations, Pilgrim Joseph E. Pollock - VP Operations, Indian Point Energy Center Peter T. Dietrich - VP Operations, JAF Stewart B. Minahan - VP Operations, Cooper Christopher J. Schwarz - VP Operations, Palisades Theodore A. Sullivan - VP Operations, Vermont Yankee 4
ENOC-07-00042 ATTACHMENT 1 (Revised)
General Corporate Information Regarding the NRC Licensed Entities and Their Corporate Parents NAME:
[ETR ENOI Holdings, LLC] (Proposed Entity/Not Yet Created)
STATE OF Delaware INCORPORATION:
BUSINESS ADDRESS:
1340 Echelon Parkway Jackson, Mississippi 39213 MANAGERS:
J. Wayne Leonard Leo P. Denault Mark T. Savoff EXECUTIVE Michael R. Kansler - Chief Executive Officer and Chief PERSONNEL Nuclear Officer John T. Herron - Chief Operating Officer 5
ENOC-07-00042 ATTACHMENT 1 (Revised)
General Corporate Information Regarding the NRC Licensed Entities and Their Corporate Parents NAME:
[NewCo ENOI Holdings, LLC] (Proposed Entity/Not Yet Created)
STATE OF Delaware INCORPORATION:
BUSINESS ADDRESS:
1340 Echelon Parkway Jackson, Mississippi 39213 MANAGERS:
Donald C. Hintz - Chairman Richard J. Smith John R. McGaha EXECUTIVE Richard J. Smith - Chief Executive Officer PERSONNEL John R. McGaha - Chief Operating Officer 6
ENOC-07-00042 ATTACHMENT 1 (Revised)
General Corporate Information Regarding the NRC Licensed Entities and Their Corporate Parents NAME:
Entergy Nuclear Holding Company #1 STATE OF Delaware INCORPORATION:
BUSINESS ADDRESS:
1340 Echelon Parkway Jackson, Mississippi 39213 DIRECTORS:
Richard J. Smith John R. McGaha EXECUTIVE Richard J. Smith - Chief Executive Officer PERSONNEL John R. McGaha - Chief Operating Officer 7
ENOC-07-00042 ATTACHMENT 1 (Revised)
General Corporate Information Regarding the NRC Licensed Entities and Their Corporate Parents NAME:
Entergy Nuclear Holding Company STATE OF Delaware INCORPORATION:
BUSINESS ADDRESS:
1340 Echelon Parkway Jackson, Mississippi 39213 MANAGERS:
Richard J. Smith John R. McGaha EXECUTIVE Richard J. Smith - Chief Executive Officer PERSONNEL John R. McGaha - Chief Operating Officer 8
ENOC-07-00042 ATTACHMENT 1 (Revised)
General Corporate Information Regarding the NRC Licensed Entities and Their Corporate Parents NAME:
Entergy Nuclear Midwest Investment Company, LLC STATE OF Delaware INCORPORATION:
BUSINESS ADDRESS:
1340 Echelon Parkway Jackson, Mississippi 39213 MANAGERS:
Richard J. Smith John R. McGaha EXECUTIVE Richard J. Smith - Chief Executive Officer PERSONNEL John R. McGaha - Chief Operating Officer 9
ENOC-07-00042 ATTACHMENT 1 (Revised)
General Corporate Information Regarding the NRC Licensed Entities and Their Corporate Parents NAME:
Entergy Nuclear New York Investment Company 1 STATE OF Delaware INCORPORATION:
BUSINESS ADDRESS:
1340 Echelon Parkway Jackson, Mississippi 39213 DIRECTORS OR Richard J. Smith MANAGERS:
John R. McGaha EXECUTIVE Richard J. Smith - Chief Executive Officer PERSONNEL John R. McGaha - Chief Operating Officer 10
ENOC-07-00042 ATTACHMENT 1 (Revised)
General Corporate Information Regarding the NRC Licensed Entities and Their Corporate Parents
.NAME:
Entergy Nuclear Holding Company #3 LLC STATE OF Delaware INCORPORATION:
BUSINESS ADDRESS:
1340 Echelon Parkway Jackson, Mississippi 39213 DIRECTORS OR Richard J. Smith MANAGERS:
John R. McGaha EXECUTIVE Richard J. Smith - Chief Executive Officer PERSONNEL John R. McGaha - Chief Operating Officer 11
ENOC-07-00042 ATTACHMENT 1 (Revised)
General Corporate Information Regarding the NRC Licensed Entities and Their Corporate Parents NAME:
Entergy Nuclear Vermont Investment Company, LLC STATE OF Delaware INCORPORATION:
BUSINESS ADDRESS:
1340 Echelon Parkway Jackson, Mississippi 39213 MANAGERS:
Richard J. Smith John R. McGaha EXECUTIVE Richard J. Smith - Chief Executive Officer PERSONNEL John R. McGaha - Chief Operating Officer 12
ENOC-07-00042 ATTACHMENT 1 (Revised)
General Corporate Information Regarding the NRC Licensed Entities and Their Corporate Parents NAME:
Entergy Nuclear Generation Company
[NRC Licensed Entity]
STATE OF Massachusetts INCORPORATION:
BUSINESS ADDRESS:
600 Rocky Hill Road Plymouth, MA 02360 Richard J. Smith DIRECTORS:
John R. McGaha EXECUTIVE Richard J. Smith - Chief Executive Officer PERSONNEL John R. McGaha - Chief Operating Officer Kevin H. Bronson - VP, Operations, Pilgrim NPS 13
ENOC-07-00042 ATTACHMENT 1 (Revised)
General Corporate Information Regarding the NRC Licensed Entities and Their Corporate Parents NAME:
Entergy Nuclear FitzPatrick, LLC
[NRC Licensed Entity]
STATE OF Delaware INCORPORATION:
BUSINESS ADDRESS:
268 Lake Road East Lycoming, New York 13093 MANAGERS:
Richard J. Smith John R. McGaha EXECUTIVE Richard J. Smith - Chief Executive Officer PERSONNEL John R. McGaha - Chief Operating Officer Peter T. Dietrich - VP, Operations 14
ENOC-07-00042 ATTACHMENT 1 (Revised)
General Corporate Information Regarding the NRC Licensed Entities and Their Corporate Parents NAME:
Entergy Nuclear Vermont Yankee, LLC
[NRC Licensed Entity]
STATE OF Delaware INCORPORATION:
BUSINESS ADDRESS:
320 Governor Hunt Road Vernon, Vermont 05302 MANAGERS:
Richard J. Smith John R. McGaha EXECUTIVE Richard J. Smith - Chief Executive Officer PERSONNEL John R. McGaha - Chief Operating Officer Theodore A. Sullivan - VP, Operations 15
ENOC-07-00042 ATTACHMENT 1 (Revised)
General Corporate Information Regarding the NRC Licensed Entities and Their Corporate Parents NAME:
Entergy Nuclear Indian Point 2, LLC
[NRC Licensed Entity]
STATE OF Delaware INCORPORATION:
BUSINESS ADDRESS:
Bleakley Avenue and Broadway Buchanan, New York 10511 Richard J. Smith MANAGERS:
John R. McGaha EXECUTIVE Richard J. Smith - Chief Executive Officer PERSONNEL John R. McGaha - Chief Operating Officer Joseph E. Pollock - Vice President, Operations 16
ENOC-07-00042 ATTACHMENT 1 (Revised)
General Corporate Information Regarding the NRC Licensed Entities and Their Corporate Parents NAME:
Entergy Nuclear Indian Point 3, LLC
[NRC Licensed Entity]
STATE OF Delaware INCORPORATION:
BUSINESS ADDRESS:
Bleakley Avenue and Broadway Buchanan, New York 10511 MANAGERS:
Richard J. Smith John R. McGaha EXECUTIVE Richard J. Smith - Chief Executive Officer PERSONNEL John R. McGaha - Chief Operating Officer Joseph E. Pollock - Vice President, Operations 17
ENOC-07-00042 ATTACHMENT 1 (Revised)
General Corporate Information Regarding the NRC Licensed Entities and Their Corporate Parents NAME:
Entergy Nuclear Palisades, LLC
[NRC Licensed Entity]
STATE OF Delaware INCORPORATION:
BUSINESS ADDRESS:
27780 Blue Star Memorial Highway Covert, Michigan 49043 MANAGERS:
Richard J. Smith John R. McGaha EXECUTIVE Richard J. Smith - Chief Executive Officer PERSONNEL John R. McGaha - Chief Operating Officer Christopher J. Schwartz - VP, Operations 18
ENOC-07-00042 (Revised)
Form of SUPPORT AGREEMENT Between
[NewCo]
and Entergy Nuclear Generation Company, Entergy Nuclear FitzPatrick, LLC, Entergy Nuclear Vermont Yankee, LLC, Entergy Nuclear Indian Point 2, LLC, Entergy Nuclear Indian Point 3, LLC, and Entergy Nuclear Palisades, LLC THIS SUPPORT AGREEMENT, dated as of _2007 between [NewCo], a Delaware corporation ("Parent"), and Entergy Nuclear Generation Company, Entergy Nuclear FitzPatrick, LLC, Entergy Nuclear Vermont Yankee, LLC, Entergy Nuclear Indian Point 2, LLC, Entergy Nuclear Indian Point 3, LLC, and Entergy Nuclear Palisades, LLC (individually, "Subsidiary Licensee" and collectively, "Subsidiary Licensees"),
WITNESSETH:
WHEREAS, through its intermediate subsidiary companies, Parent is the indirect owner of 100% of the outstanding shares of the Subsidiary Licensees; WHEREAS, the Subsidiary Licensees are the corporate entities that hold the NRC licenses for Pilgrim, Indian Point 2 and 3, FitzPatrick, Vermont Yankee, and Palisades (individually, each a "Facility," and collectively the "Facilities"); and WHEREAS, Parent and the Subsidiary Licensees desire to take certain actions to assure the ability of the Subsidiary Licensees to pay the pro rata expenses of maintaining the Facilities safely and protecting the public health and safety (the "Operating Expenses") and to meet Nuclear Regulatory Commission ("NRC") requirements during the life of each Facility (the "NRC Requirements").
Now, THEREFORE, in consideration of the mutual promises herein contained, the parties hereto agree as follows:
- 1.
Availability of Funding.
From time to time, upon the written request of a Subsidiary Licensee, Parent shall provide or cause to be provided to such Subsidiary Licensee such funds as the Subsidiary Licensee determines to be necessary to pay Operating Expenses or meet NRC Requirements; provided, however, in any event the aggregate amount outstanding under this Support Agreement at any one time shall not exceed $700 million, and this shall be the maximum unreimbursed amount Parent is obligated to provide under this Support Agreement.
- 2.
No Guarantee. This Support Agreement is not, and nothing herein contained, and no action taken pursuant hereto by Parent shall be construed as, or deemed to constitute, a direct or indirect guarantee by Parent to any person of the payment of the Operating Expenses or of any liability or obligation of any kind or character whatsoever of the Subsidiary Licensees. This Agreement may, however, be relied upon by the NRC in determining the financial qualifications of each Subsidiary Licensee to hold the operating license for a Facility.
- 3.
Waivers. Parent hereby waives any failure or delay on the part of the Subsidiary Licensees in asserting or enforcing any of their rights or in making any claims or demands hereunder.
- 4.
Amendments and Termination. This Agreement may not be amended or modified at any time without 30 days prior written notice to the NRC. This Agreement shall terminate at such time as Parent is no longer the direct or indirect owner of any of the shares or other ownership interests in a Subsidiary Licensee.
This Agreement shall also terminate with respect to the Operating Expenses and NRC Requirements, applicable to a Facility whenever such Facility permanently ceases commercial operations and certification is made as to the permanent removal of fuel from the reactor vessel.
- 5.
Successors. This Agreement shall be binding upon the parties hereto and their respective successors and assigns.
- 6.
Third Parties. Except as expressly provided in Sections 2 and 4 with respect to the NRC, this Agreement is not intended for the benefit of any person other than the parties hereto, and shall not confer or be deemed to confer upon any other such person any benefits, rights, or remedies hereunder.
- 7.
Other Financial Support Arrangements. This Agreement supersedes any other support arrangement relating to NRC requirements, if any exists prior to the date 2
ENOC-07-00042 hereof, between Parent or any other affiliate that is a signatory hereto, and a Subsidiary Licensee to provide funding when necessary to pay Operating Expenses and meet NRC Requirements for the Facilities, and any such other financial support arrangement is hereby voided, revoked and rescinded. As such, the total available funding provided for in this Agreement shall be limited as set forth in Section 1 herein and shall not be cumulative with any other financial support arrangement.for purposes of meeting NRC requirements. For avoidance of doubt, the parties agree that this Section 7 does not apply to financial guarantees or commitments made to third parties, even where such agreements may relate to compliance with NRC requirements. A list of the financial support arrangements rescinded by this paragraph is provided as Schedule A.
- 8.
Governing Law. This Agreement shall be governed by the laws of the State of Delaware.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their respective officers thereunto duly authorized as of the day and year first above written.
ACKNOWLEDGED AND AGREED
[NewCo]
By:
Name:
Title:
Entergy Nuclear Generation Company By:
Name:
Title:
Entergy Nuclear FitzPatrick, LLC By:
Name:
3
Title:
Entergy Nuclear Vermont Yankee, LLC By:
Name:
Title:
Entergy Nuclear Indian Point 2, LLC By:
Name:
Title:
Entergy Nuclear Indian Point 3, LLC By:
Name:
Title:
Entergy Nuclear Palisades, LLC By:
Name:
Title:
4
ENOC-07-00042 ACKNOWLEDGED AND AGREED AS TO SECTION 7 Entergy Corporation By:
Name:
Title:
Entergy International Holdings LTD By:
Name:
Title:
Entergy International LTD LLC By:
Name:
Title:
Entergy Global, LLC By:
Name:
Title:
5
ENOC-07-00042 Schedule A to Attachment 5 (Revised)
Guarantor Guaranty on behalf of Amount Claim Entergy Entergy Nuclear
$50M Guarantee to NRC for financial International Generation Company assurance to provide for safe plant LTD LLC operation and for decommissioning, through working credit line.
Entergy Entergy Nuclear Indian
$35M Guarantee to NRC for financial International Point 2, LLC assurance to provide for safe plant LTD LLC operation and for decommissioning, through working credit line.
Entergy Entergy Nuclear Indian
$20M Guarantee to NRC for financial Global Point 2, LLC assurance to provide for safe plant operation and for decommissioning, through working credit line.
Entergy Entergy Nuclear Vermont
$35M Guarantee to NRC for financial International Yankee, LLC assurance to provide for safe plant Holdings operation and for decommissioning,
.LLC through working credit line.
Entergy Entergy Nuclear Vermont
$35M If the financial assurance line is below Corporation Yankee, LLC
$35M at the point that it is determined that ENVY will cease operations, ETR will make additional funds available to ENVY, up to $35M.
Entergy Entergy Nuclear Vermont
$25M If the financial assurance line is below Corporation Yankee, LLC
$25M at the point that it is determined that ENVY will cease operations, ETR will make additional funds available to ENVY, up to $25M.
Entergy Entergy Nuclear
$50M Guarantee to NRC for financial International.
FitzPatrick, LLC &
assurance to provide for safe plant LTD LLC Entergy Nuclear Indian operation and for decommissioning, Point 3, LLC through working credit line.
Entergy Entergy Nuclear
$20M Guarantee to NRC for financial Global, LLC FitzPatrick, LLC assurance to provide for safe plant operation and for decommissioning, through working credit line.
Entergy Entergy Nuclear Indian
$20M Guarantee to NRC for financial Global, LLC Point 3, LLC assurance to provide for safe plant operation and for decommissioning, through working credit line.
Entergy Entergy Nuclear
$25M Guarantee to NRC for financial' Global, LLC Palisades, LLC assurance to provide for safe plant operation through working credit line.
ENOC-07-00042 Answer to RAI 2 & Updated Financial Projections (Non-Proprietary Version)
NRC Request For Information 2:
[Redacted]
Answer:
[Redacted]
NON-PROPRIETARY VERSION FOR PUBLIC DISCLOSURE NewCo. -- Projected Balance Sheets (2008-2012)
Dollars in Thousands Forecast as of September 2007 2008 2009 2010 2011 2012 ASSETS:
Cash Accounts Receivable Fuel Inventory Notes Receivable Net Plant Decommissioning Trust Funds Prepayments & Other Total Assets LIABILITIES:
Accounts Payable Accum. Def. Income Taxes Accrued Pension Liability and Other Notes Payable Decommissioning Liability Other Liabilities Total Liabilities EQUITY:
Common Stock Retained Earnings Accumulated Other Comprehensive Income Treasury Stock Total Equity Total Liabilities & Equity FORECAST STATEMENTS/ACTUAL RESULTS MAY VARY
NON-PROPRIETARY VERSION FOR PUBLIC DISCLOSURE Indian Point 2 -- Projected Balance Sheets (2008-2012)
Dollars in Thousands Forecast as of September 2007 2008 2009 2010 2011 2012 ASSETS:
Cash Accounts Receivable Fuel Inventory Notes Receivable Net Plant Decommissioning Trust Funds Prepayments & Other Total Assets LIABILITIES:
Accounts Payable Accum. Def. Income Taxes Accrued Pension Liability Notes Payable Decommissioning Liability Other Liabilities Total Liabilities EQUITY:
Member's Interest Retained Earnings Accumulated Other Comprehensive Income Total Equity Total Liabilities & Equity FORECAST STATEMENTS/ACTUAL RESULTS MAY VARY
NON-PROPRIETARY VERSION FOR PUBLIC DISCLOSURE Indian Point 3 -- Projected Balance Sheets (2008-2012)
Dollars in Thousands Forecast as of September 2007 2008 2009 2010 2011 2012 ASSETS:
Cash Accounts Receivable Fuel Inventory Notes Receivable Net Plant Decommissioning Trust Funds Prepayments & Other Total Assets LIABILITIES:
Accounts Payable Accum. Def. Income Taxes Accrued Pension Liability Notes Payable Decommissioning Liability Other Liabilities Total Liabilities EQUITY:
Member's Interest Retained Earnings Accumulated Other Comprehensive Income Total Equity Total Liabilities & Equity FORECAST STATEMENTS/ACTUAL RESULTS MAY VARY
NON-PROPRIETARY VERSION FOR PUBLIC DISCLOSURE Vermont Yankee -- Projected Balance Sheets (2008-2012)
Dollars in Thousands Forecast as of September 2007 2008 2009 2010 2011 2012 ASSETS:
Cash Accounts Receivable Fuel Inventory Notes Receivable Net Plant Decommissioning Trust Funds Prepayments & Other Total Assets, LIABILITIES:
Accounts Payable Accum. Def. Income Taxes Accrued Pension Liability Notes Payable Decommissioning Liability Other Liabilities Total Liabilities EQUITY:
Member's Interest Retained Earnings Accumulated Other Comprehensive Income Total Equity Total Liabilities & Equity FORECAST STATEMENTS/ACTUAL RESULTS MAY VARY
NON-PROPRIETARY VERSION FOR PUBLIC DISCLOSURE Fitzpatrick -- Projected Balance Sheets (2008-2012)
Dollars in Thousands Forecast as of September 2007 2008 2009 2010 2011 2012 ASSETS:
Cash Accounts Receivable Fuel Inventory Notes Receivable Net Plant Decommissioning Trust Funds Prepayments & Other Total Assets LIABILITIES:
Accounts Payable Accum. Def. Income Taxes Accrued Pension Liability Notes Payable Decommissioning Liability Other Liabilities Total Liabilities EQUITY:
Member's Interest Retained Earnings Accumulated Other Comprehensive Income Total Equity Total Liabilities & Equity FORECAST STATEMENTS/ACTUAL RESULTS MAY VARY
NON-PROPRIETARY VERSION FOR PUBLIC DISCLOSURE Pilgrim -- Projected Balance Sheets (2008-2012)
Dollars in Thousands Forecast as of September 2007 2008 2009 2010 2011 2012 ASSETS:
Cash Accounts Receivable Fuel Inventory Notes Receivable Net Plant Decommissioning Trust Funds Prepayments & Other Total Assets LIABILITIES:
Accounts Payable Accum. Def. Income Taxes Accrued Pension Liability Notes Payable Decommissioning Liability Other Liabilities Total Liabilities EQUITY:
Common Stock Retained Earnings Accumulated Other Comprehensive Income Total Equity Total Liabilities & Equity FORECAST STATEMENTS/ACTUAL RESULTS MAY VARY
NON-PROPRIETARY VERSION FOR PUBLIC DISCLOSURE Palisades -- Projected Balance Sheets (2008-2012)
Dollars in Thousands Forecast as of September 2007 2008 2009 2010 2011 2012 ASSETS:
Cash Accounts Receivable Fuel Inventory Notes Receivable Net Plant Decommissioning Trust Funds Prepayments & Other Total Assets LIABILITIES:
Accounts Payable Accum. Def. Income Taxes Accrued Pension Liability and Other Notes Payable Decommissioning Liability Other Liabilities Total Liabilities EQUITY:
Member's Interest Retained Earnings Accumulated Other Comprehensive Income Total Equity Total Liabilities & Equity FORECAST STATEMENTS/ACTUAL RESULTS MAY VARY
NON-PROPRIETARY VERSION FOR PUBLIC DISCLOSURE NewCo. -- Projected Income Statements (2008-2012)
Dollars in Thousands Forecot as of September 2007 2008 Entergy Nuclear MDC Projected Capacity Factor Average Contract Price $/MWh Average Market Price $/MWh Power Sales - Contract Power Sales - Market Total Revenue Operation & Maintenance O&M Outage Insurance Other Fuel DOE Charges Amortization Plant Depreciation Other Interest Income Interest Expense Decommissioning Administrative & Other Total Operating Expenses Operating Profit Income Taxes Net Income Note: Assumes 01/01/08 Close 2009 2010 2011 2012 FORECAST STATEMENTS/ACTUAL RESULTS MAY VARY
NON-PROPRIETARY VERSION FOR PUBLIC DISCLOSURE Indian Point 2 -- Projected Income Statements (2008-2012)
Dollars in Thousands Forecast as of September 2007 2008 2009 Indian Point 2 MDC Projected Capacity Factor Average Contract Price $/MWh Average Market Price $/MWh Power Sales - Contract Power Sales - Market Total Revenue Operation & Maintenance O&M Outage Insurance Other IP-1 2010 2011 2012 Fuel DOE Charges Amortization Plant Depreciation Other Interest Income Interest Expense Decommissioning Administrative & Other Total Operating Expenses Operating Profit Income Taxes Net Income Note: Assumes 01/01/08 Close Total Operating Expenses
- 2008 2009 2010 2011 2012 Add:
Less:
Ongoing Capital Expenditures Plant Depreciation Variable Outside Goods & Services (25% of 25% of O&M)
Fuel Outage Annual Fixed Operating Expenses 6 Months' Operating Expenses FORECAST STATEMENTS/ACTUAL RESULTS MAY VARY
NON-PROPRIETARY VERSION FOR PUBLIC DISCLOSURE Indian Point 3 -- Projected Income Statements (2008-2012)
Dollars in Thousands Forecast as of September 2007 2008 2009 2010 2011 2012 IP3 MDC Projected Capacity Factor Average Contract Price $/MWh Average Market Price $/MWh Power Sales - Contract Power Sales - Market Total Revenue Operation & Maintenance O&M Outage Insurance Other Fuel DOE Charges Amortization Plant Depreciation Other Interest Income Interest Expense Decommissioning Administrative & Other Total Operating Expenses Operating Profit Income Taxes Net Income Note: Assumes 01/01/08 Close 2008 2009 2010 2011 2012 Total Operating Expenses Add:
Ongoing Capital Expenditures Less:
Plant Depreciation Variable Outside Goods & Services (25% of 25% of O&M)
Fuel Outage Annual Fixed Operating Expenses 6 Months' Operating Expenses FORECAST STATEMENTS/ACTUAL RESULTS MAY VARY
NON-PROPRIETARY VERSION FOR PUBLIC DISCLOSURE Vermont Yankee -- Projected Income Statements (2008-2012)
Dollars in Thousands Forecast as of September 2007 2008 2009 2010 2011 2012 Vermont Yankee MDC Projected Capacity Factor Average Contract Price $/MWh Average Market Price $/MWh Power Sales - Contract Power Sales - Market Total Revenue Operation & Maintenance O&M Outage Insurance Other Fuel DOE Charges Amortization Plant Depreciation Other Interest Income Interest Expense Decommissioning Administrative & Other Total Operating Expenses Operating Profit Income Taxes Net Income Note: Assumes 01/01/08 Close Total Operating Expenses Add:
Ongoing Capital Expenditures Less:
Plant Depreciation Variable Outside Goods & Services (25% of 25% of O&M)
Fuel Outage Annual Fixed Operating Expenses 6 Months' Operating Expenses 2008 2009 2010 2011 2012 FORECAST STATEMENTS/ACTUAL RESULTS MAY VARY
NON-PROPRIETARY VERSION FOR PUBLIC DISCLOSURE Entergy Nuclear Vermont Yankee, LLC -- Projected Cash Flow Statements (2008-2012)
Dollars in Thousands Forecast as of September 2007 2008 2009 2010 2011 2012 OPERATING ACTIVITIES Net Income Non-Cash Items Included in Net Income:
Depreciation, Amortization, Decommissioning and Deferred Income Taxes Other Net cash flow provided / (used in) operating activities INVESTING ACTIVITIES Construction Expenditures Nuclear fuel purchases Decommissioning Trust Contributions and Realized Change in Trust Assets Net cash flow provided / (used in) investing activities FINANCING ACTIVITIES Proceeds from issuance of:
Long Term Debt Retirement of:
Long Term Debt Advances (To) / From Parent/Associated Companies Net cash flow provided / (used) by financing activities Net Increase (Decrease) in Cash & Cash Equivalents Cash and Cash Equivalents at Beginning of Period Cash & Cash Equivalents at End of Period FORECAST STATEMENTS/ACTUAL RESULTS MAY VARY
NON-PROPRIETARY VERSION FOR PUBLIC DISCLOSURE Fitzpatrick -- Projected Income Statements (2008-2012)
Dollars in Thousands Forecast as of September 2007 2008 2009 2010
.2011 2012 Fitzpatrick MDC Projected Capacity Factor Average Contract Price $/MWh Average Market Price $/MWh Power Sales - Contract Power Sales - Market Total Revenue Operation & Maintenance O&M Outage Insurance Other Fuel DOE Charges Amortization Plant Depredation Other Interest Income Interest Expense Decommissioning Administrative & Other Total Operating Expenses Operating Profit Income Taxes Net Income Note: Assumes 01/01/08 Close Total Operating Expenses Add:
Ongoing Capital Expenditures Less:
Plant Depreciation Variable Outside Goods & Services (25% of 25% of O&M)
Fuel Outage Annual Fixed Operating Expenses 6 Months' Operating Expenses 2008 2009 2010 2011 2012 FORPCAST qTATPM=NTS/ACTUJAL RESULTS MAY VARY
NON-PROPRIETARY VERSION FOR PUBLIC DISCLOSURE Pilgrim -- Projected Income Statements (2008-2012)
Dollars in Thousands Forecast as of Seotember 2007 2008 2009 2010 2011 2012 Pilgrim MDC Projected Capacity Factor Average Contract Price $/MWh Average Market Price $/MWh Power Sales - Contract Power Sales - Market Total Revenue Operation & Maintenance O&M Outage Insurance Other Fuel DOE Charges Amortization Plant Depreciation Other Interest Income Interest Expense Decommissioning Administrative & Other Total Operating Expenses Operating Profit Income Taxes Net Income Note: Assumes 01/01/08 Close Total Operating Expenses Add:
Ongoing Capital Expenditures Less:
Plant Depreciation Variable Outside Goods & Services
(
2 5% of 25% of O&M)
Fuel Outage Annual Fixed Operating Expenses 6 Months' Operating Expenses 2008 2009 2010 2011 2012 FORECAST STATEMENTS/ACTUAL RESULTS MAY VARY
NON-PROPRIETARY VERSION FOR PUBLIC DISCLOSURE Palisades -- Projected Income Statements (2008-2012)
Dollars in Thousands ForcastasofSeptember 2007 2008 2009 2010 2011 2012 Palisades MDC Projected Capacity Factor Average Contract Price $/MWh Average Market Price $/MWh Power Sales - Contract Power Sales - Market Total Revenue Operation & Maintenance O&M Outage Insurance Other Big Rock ISFI Fuel DOE Charges Amortization Plant Depreciation Other Interest Income Interest Expense Decommissioning Administrative & Other Total Operating Expenses Operating Profit' Income Taxes Net Income Note: Assumes 01/01/08 Close 2008 2009 2010 2011 2012 Total Operating Expenses Add:
Ongoing Capital Expenditures Less:
Plant Depreciation Variable Outside Goods & Services (25% of 25% of O&M)
Fuel Outage Annual Fixed Operating Expenses 6 Months' Operating Expenses FORFCAST STATFMFITS/ACTUAL RESULLTS MAY VARY
NON-PROPRIETARY VERSION FOR PUBLIC DISCLOSURE NewCo. -- Projected Income Statements (2008-2012)
Sensitivity (10% Reduction in Average Contract/Market Prices)
Dollars in Thousands Forecas as of Sept-ber 2007 2008 Entergy Nuclear MDC Projected Capacity Factor Average Contract Price $/MWh Average Market Price $/MWh Power Sales - Contract Power Sales - Market Total Revenue Operation & Maintenance Outage Insurance Other Fuel DOE Charges Amortization Plant Depreciation Other Interest Income Interest Expense Decommissioning Administrative & Other Total Operating Expenses Operating Profit Income Taxes Net Income Note: Assumes 01/01/08 Close 2009 2010 2011 2012 FORECAST STATEMENTSIACTUAL RESULTS MAY VARY
NON-PROPRIETARY VERSION FOR PUBLIC DISCLOSURE Indian Point 2 -- Projected Income Statements (2008-2012)
Sensitivity (10% Reduction in Average Contract/Market Prices)
Dollars in Thousands Forecast as of September 2007 2008 2009 2010 2011 2012 Indian Point 2 MDC Projected Capacity Factor Average Contract Price $/MWh Average Market Price $/MWh Power Sales - Contract Power Sales - Market Total Revenue Operation & Maintenance O&M Outage Insurance Other IP-I Fuel DOE Charges Amortization Plant Depreciation Other Interest Income Interest Expense Decommissioning Administrative & Other Total Operating Expenses Operating Profit Income Taxes Net Income Note: Assumes 01/01/08 Close 2008 2009 2010 2011 2012 Total Operating Expenses Add:
Ongoing Capital Expenditures Less:
Plant Depreciation Variable Outside Goods & Services (25% of 25% of O&M)
Fuel Outage Annual Fixed Operating Expenses 6 Months' Operating Expenses FORECAST STATEMENTS/ACTUAL RESULTS MAY VARY
NON-PROPRIETARY VERSION FOR PUBLIC DISCLOSURE Indian Point 3 -- Projected Income Statements (2008-2012)
Sensitivity (10% Reduction in Average Contract/Market Prices)
Dollars in Thousands Forecst as of September 2007 2008 2009 2010 2011 2012 IP3 MDC Projected Capacity Factor Average Contract Price $/MWh Average Market Price $/MWh Power Sales - Contract Power Sales - Market Total Revenue Operation & Maintenance O&M Outage Insurance Other Fuel DOE Charges Amortization Plant Depreciation Other Interest Income Interest Expense Decommissioning Administrative & Other Total Operating Expenses Operating Profit Income Taxes Net Income Note: Assumes 01/01/08 Close Total Operating Expenses Add:
Ongoing Capital Expenditures Less:
Plant Depreciation Variable Outside Goods & Services (25% of 25% of O&M)
Fuel Outage Annual Fixed Operating Expenses 6 Months' Operating Expenses 2008 2009 2010 2011 2012 FORECAST STATEMENTS/ACTUAL RESULTS MAY VARY
NON-PROPRIETARY VERSION FOR PUBLIC DISCLOSURE Vermont Yankee -- Projected Income Statements (2008-2012)
Sensitivity (10% Reduction in Average Contract/Market Prices)
Dollars in Thousands Foreast as of September 2007 2008 2009 Vermont Yankee MDC Projected Capacity Factor Average Contract Price $/MWh Average Market Price $/MWh Power Sales - Contract Power Sales - Market Total Revenue Operation & Maintenance O&M Outage Insurance Other 2010 2011 2012 Fuel DOE Charges Amortization Plant Depreciation Other Interest Income Interest Expense Decommissioning Administrative & Other Total Operating Expenses Operating Profit Income Taxes Net Income Note: Assumes 01/01/08 Oose Total Operating Expenses Add:
Ongoing Capital Expenditures Less:
Plant Depreciation Variable Outside Goods & Services (25% of 25% of O&M)
Fuel Outage Annual Fixed Operating Expenses 6 Months' Operating Expenses 2008 2009 2010 2011 2012 FORECAST STATEMENTS/ACTUAL RESULTS MAY VARY
NON-PROPRIETARY VERSION FOR PUBLIC DISCLOSURE Fitzpatrick -- Projected Income Statements (2008-2012)
Sensitivity (10% Reduction in Average Contract/Market Prices)
Dollars in Thousands Forast as of September 2007 2008 2009 2010 2011 2012 Fitzpatrick MDC Projected Capacity Factor Average Contract Price $/MWh Average Market Price $/MWh Power Sales - Contract Power Sales - Market Total Revenue Operation & Maintenance O&M Outage Insurance Other Fuel DOE Charges Amortization Plant Depreciation Other Interest Income Interest Expense Decommissioning Administrative & Other Total Operating Expenses Operating Profit Income Taxes Net Income Note: Assumes 01/01/08 Close 2008 2009 2010 2011 2012 Total Operating Expenses Add:
Ongoing Capital Expenditures Less:
Plant Depreciation Variable Outside Goods & Services (25% of 25% of O&M)
Fuel Outage Annual Fixed Operating Expenses 6 Months' Operating Expenses FORECAST STATEMENTS/ACTUAL RESULTS MAY VARY
NON-PROPRIETARY VERSION FOR PUBLIC DISCLOSURE Pilgrim -- Projected Income Statements (2008-2012)
Sensitivity (10% Reduction in Average Contract/Market Prices)
Dollars in Thousands Forecastas ofSeptember2007 2008 2009 2010 2011 2012 Pilgrim MDC Projected Capacity Factor Average Contract Price $/MWh Average Market Price $/MWh Power Sales - Contract Power Sales - Market Total Revenue Operation & Maintenance O&M Outage Insurance Other Fuel DOE Charges Amortization Plant Depreciation Other Interest Income Interest Expense Decommissioning Administrative & Other Total Operating Expenses Operating Profit Income Taxes Net Income Note: Assumes 01/01/08 Close 2008 2009 2010 2011 2012 Total Operating Expenses Add:
Less:
Ongoing Capital Expenditures Plant Depreciation Variable Outside Goods & Services (25% of 25% of O&M)
Fuel Outage Annual Rxed Operating Expenses 6 Months' Operating Expenses FORECAST STATEMENTS/ACTUAL RESULTS MAY VARY
NON-PROPRIETARY VERSION FOR PUBLIC DISCLOSURE Palisades -- Projected Income Statements (2008-2012)
Sensitivity (10% Reduction in Average Contract/Market Prices)
Dollars in Thousands Forecast as of September 2007 2008 2009 2010 2011 2012 Palisades MDC Projected Capacity Factor Average Contract Price $/MWh Average Market Price $/MWh Power Sales - Contract Power Sales - Market Total Revenue Operation & Maintenance O&M Outage Insurance Other Big Rock ISFI Fuel DOE Charges Amortization Plant Depreciation Other Interest Income Interest Expense Decommissioning Administrative & Other Total Operating Expenses Operating Profit Income Taxes Net Income Note: Assumes 01/01/08 Close 2008 2009 2010 2011 2012 Total Operating Expenses Add:
Ongoing Capital Expenditures Less:
Plant Depreciation Variable Outside Goods & Services (25% of 25% of O&M)
Fuel Outage Annual Fixed Operating Expenses 6 Months' Operating Expenses FORECAST STATEMENTS/ACTUAL RESULTS MAY VARY
NON-PROPRIETARY VERSION FOR PUBLIC DISCLOSURE NewCo. -- Projected Income Statements (2008-2012)
Sensitivity (10% Reduction in Production)
Dollars in Thousands Forecstas of Septvrber2007 2008 Entergy Nuclear MDC Projected Capacity Factor Average Contract Price $/MWh Average Market Price $/MWh Power Sales - Contract Power Sales - Market Total Revenue Operation & Maintenance O&M Outage Insurance Other Fuel DOE Charges Amortization Plant Depreciation Other Interest Income Interest Expense Decommissioning Administrative & Other Total Operating Expenses Operating Profit Income Taxes Net Income Note: Assumes 01/01/08 Close 2009 2010 2011 2012 FORECAST STATEMENTS/ACTUAL RESULTS MAY VARY
NON-PROPRIETARY VERSION FOR PUBLIC DISCLOSURE Indian Point 2 -- Projected Income Statements (2008-2012)
Sensitivity (10% Reduction in Production)
Dollars in Thousands FrorNt as of September 2007 2008 2009 Indian Point 2 MDC Projected Capacity Factor Average Contract Price $/MWh Average Market Price $/MWh Power Sales - Contract Power Sales - Market 2010 2011 2012 Total Revenue Operation & Maintenance O&M Outage Insurance Other
'P-1 Fued DOE Charges Amortization Plant Depreciation Other Interest Income Interest Expense Decommissioning Administrative & Other Total Operating Expenses Operating Profit Income Taxes Net Income Note: Assumes 01/01/08 Close 2008 2009 2010 2011 2012 Total Operating Expenses Add:
Less:
Ongoing Capital Expenditures Plant Depreciation Variable Outside Goods & Services (25% of 25% of O&M)
Fuel Outage Annual Fixed Operating Expenses 6 Months' Operating Expenses FORECAST STATEMENTS/ACTUAL RESULTS MAY VARY
NON-PROPRIETARY VERSION FOR PUBLIC DISCLOSURE Indian Point 3 -- Projected Income Statements (2008-2012)
Sensitivity (10% Reduction in Production)
Dollars in Thousands Forecast as of September 2007 2008 2009 2010 2011 2012 IP3 MDC Projected Capacity Factor Average Contract Price $/MWh Average Market Price $/MWh Power Sales - Contract Power Sales - Market Total Revenue Operation & Maintenance O&M Outage Insurance Other Fuel DOE Charges Amortization Plant Depreciation Other Interest Income Interest Expense Decommissioning Administrative & Other Total Operating Expenses Operating Profit Income Taxes Net Income Note: Assumes 01/01/08 Close 2008 2009 2010 2011 2012 Total Operating Expenses Add:
Less:
Ongoing Capital Expenditures Plant Depreciation Variable Outside Goods & Services (25% of 25% of O&M)
Fuel Outage Annual Fixed Operating Expenses 6 Months' Operating Expenses FORECAST STATEMENTS/ACTUAL RESULTS MAY VARY
NON-PROPRIETARY VERSION FOR PUBLIC DISCLOSURE Vermont Yankee -- Projected Income Statements (2008-2012)
Sensitivity (10% Reduction in Production)
Dollars in Thousands Forecast as of September 2007 2008 2009 Vermont Yankee MDC Projected Capacity Factor Average Contract Price $/MWh Average Market Price $/MWh Power Sales - Contract Pnwer Sales - Market 2010 2011 2012 Total Revenue Operation & Maintenance O&M Outage Insurance Other Fuel DOE Charges Amortization Plant Depredation Other Interest Income Interest Expense Decommissioning Administrative & Other Total Operating Expenses Operating Profit Income Taxes Net Income Note: Assumes 01/01/08 Close 2008 2009 2010 2011 2012 Total Operating Expenses Add:
Less:
Ongoing Capital Expenditures Plant Depreciation Variable Outside Goods & Services (25% of 25% of O&M)
Fuel Outage Annual Fixed Operating Expenses 6 Months' Operating Expenses FORECAST STATEMENTS/ACTUAL RESULTS MAY VARY
NON-PROPRIETARY VERSION FOR PUBLIC DISCLOSURE Fitzpatrick -- Projected Income Statements (2008-2012)
Sensitivity (10% Reduction in Production)
Dollars in Thousands Forcst as of September 2007 2008 20 Fitzpatrick MDC Projected Capacity Factor Average Contract Price $/MWh Average Market Price $/MWh Power Sales - Contract Power Sales - Market Total Revenue
'09 2010 2011 2012 Operation & Maintenance O&M Outage Insurance Other Fuel DOE Charges Amortization Plant Depreciation Other Interest Income Interest Expense Decommissioning Administrative & Other Total Operating Expenses Operating Profit Income Taxes Net Income Note: Assumes 01/01/08 Close Total Operating Expenses 2008 2009 2010 2011 2012 Add:
Less:
Ongoing Capital Expenditures Plant Depreciation Variable Outside Goods & Services (25% of 25% of O&M)
Fuel Outage Annual Fixed Operating Expenses 6 Months' Operating Expenses FORECAST STATEMENTS/ACTUAL RESULTS MAY VARY
NON-PROPRIETARY VERSION FOR PUBLIC DISCLOSURE Pilgrim -- Projected Income Statements (2008-2012)
Sensitivity (10% Reduction in Production)
Dollars in Thousands Forecast as
,Sepmember 2007 2008 2009 2010 2011 2012 Pilgrm MDC Projected Capacity Factor Average Contract Price $/MWh Average Market Price $/MWh Power Sales - Contract Power Sales - Market Total Revenue Operation & Maintenance O&M Outage Insurance Other Fuel DOE Charges Amortization Plant Depreciation Other Interest Income Interest Expense Decommissioning Administrative & Other Total Operating Expenses Operating Profit Income Taxes Net Income Note: Assumes 01/01/08 Close 2008 2009 2010 2011 2012 Total Operating Expenses Add:
Less:
Ongoing Capital Expenditures Plant Depreciation Variable Outside Goods & Services (25% of 25% of O&M)
Fuel Outage Annual Fixed Operating Expenses 6 Months' Operating Expenses FORECAST STATEMENTS/ACTUAL RESULTS MAY VARY
NON-PROPRIETARY VERSION FOR PUBLIC DISCLOSURE Palisades -- Projected Income Statements (2008-2012)
Sensitivity (10%,Reduction in Production)
Dollars in Thousands Fourests ofSeptember2007 2008 2009 2010 2011 2012 Palisades MDC Projected Capacity Factor Average Contract Price $/MWh Average Market Price $/MWh Power Sales - Contract Power Sales - Market Total Revenue Operation & Maintenance O&M Outage Insurance Other Big Rock ISFI Fuel DOE Charges Amortization Plant Depreciation Other Interest Income Interest Expense Decommissioning Administrative & Other Total Operating Expenses Operating Profit Income Taxes Net Income Note: Assumes 01/01/08 Close 2008 2009 2010 2011 2012 Total Operating Expenses Add:
Ongoing Capital Expenditures Less:
Plant Depreciation Variable Outside Goods & Services
(
25% of 25% of O&M)
Fuel Outage Annual Fixed Operating Expenses 6 Months' Operating Expenses FORECAST STATEMENTS/ACTUAL RESULTS MAY VARY