Text

Application for Order Consenting to Transfer of Licenses and Approving Conforming License Amendments
	ML15181A366
Person / Time
Site:	Perry
Issue date:	06/30/2015
From:	Harden P; FirstEnergy Nuclear Operating Co
To:	; Document Control Desk, Office of Nuclear Reactor Regulation
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ML15181A365	List: L-15-195, Application for Order Consenting to Transfer of Licenses and Approving Conforming License Amendments;
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	L-15-195
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{{#Wiki_filter:CONFIDENTIAL COMMERCIAL MATERIAL TO BE WITHHELD FROM PUBLIC DISCLOSURE PURSUANT TO 10 CFR 2.390 AND 10 CFR 9.17 FENOC Fir'. Erwgt **l.-.+.,*rgffi 76 South Main Sfreef Akron. Ohio 44308 Paul A. Harden Senior Vice President and Chief Operating Offrcer June 30, 201 5 L-15-195 ATTN: Document Control Desk U. S. Nuclear Regulatory Commission Washington, DC 20555-0001 10 cFR 50.80

SUBJECT:

Perry Nuclear Power Plant Docket No. 50-440, License No. NPF-58 Application for Order Consentino to Transfer of Licenses and Approvinq Conforming License Amendments Pursuant to Section 184 of the Atomic Energy Act of 1954, as amended (AEA), and 10 CFR 50.80, FirstEnergy Nuclear Operating Company (FENOC) acting as agent for and on behalf of FirstEnergy Nuclear Generation, LLC (FENGen) and the Ohio Edison Company (OE), hereby submits the enclosed application to the Nuclear Regulatory Commission (NRC) requesting consent to the transfer of the leased interests in Perry Nuclear Power Plant (PNPP) and approval of an administrative amendment to conform the license to reflect the proposed transfer. FENOC requests an order consenting to the transfer from OE to FENGen of OE's 12.58 percent leased interest in PNPP. This application also requests conforming administrative amendments to the PNPP license to: Reflect the proposed transfer of leased interests in PNPP from OE to FENGen; Delete OE from the PNPP license; and Authorize FENGen to possess the respective leased interests in PNPP being transferred by OE. Enclosure C to this letter contains confidential commercial material. Withhold from publicdisclosure under 10 CFR 2.390 and 10 CFR 9.17. Upon removal of Enclosure C, this letter is uncontrolled. 1. 2. 3.

CONFIDENTIAL COMMERCIAL MATERIAL TO BE WITHHELD FROM PUBLIC DISCLOSURE PURSUANT TO 10 CFR 2.390 AND 10 CFR 9.17 Perry Nuclear Power Plant L-15-195 Page 2 f n accordance with NRC requirements, five year pro forma financial projections are provided. This financial information is confidential commercial information, and FENOC requests that Exhibit G be withheld from public disclosure pursuant to 10 CFR 2.390 and 10 CFR 9.17(a)(4). A redacted version of Exhibit G suitable for public disclosure is provided in the non-proprietary version of this application (Enclosure A). A confidential version of Exhibit G is provided in Enclosure C. An affidavit supporting the request for withholding Enclosure C from public disclosure is provided in Enclosure B. The proposed transfers will be consistent with the requirements set forth in the AEA, NRC regulations, and the relevant NRC licenses and orders. No physical changes will be made to PNPP, and there will be no changes in the day-to-day operation of the plant as a result of these transfers. The proposed transfers will not have any adverse impact on the public health and safety, nor will these transfers be inimical to the common defense and security. The application solely requests approval for the transfer of ownership interests within the same FirstEnergy Corp. (FE) family of companies. FENOC requests that the NRC consent to the transfers of control in accordance with 10 CFR 50.80 and approve the conforming license amendments. FENOC requests that the NRC review this application on a schedule that will permit the issuance of NRC consent to the transfers of control and conforming license amendments as soon as practicable. Approval is requested by no later than April 15, 2016. Such consent should be immediately effective upon issuance and should permitthe transferto occur at 12:00 a.m. on May 31, 2016. The conforming license amendment should be issued effective May 31, 2016. FENOC does not anticipate any other major required regulatory approvals that would impact the schedule for completing the transfer. Service upon FENOC of comments, hearing requests, intervention petitions or other pleadings should be made to David W. Jenkins, Esq., FirstEnergy Corp., 76 South Main Street, Mail StopA-GO-15, Akron, OH 44308, tel. (330) 384-5037, and email. djenki ns@firstenergycorp. com. Enclosure C to this letter contains confidential commercial material. Withhold from public disclosure under 10 CFR 2.390 and 10 CFR 9.17. Upon removal of Enclosure C, this letter is uncontrolled.

CONFIDENTIAL COMMERCIAL MATERIAL TO BE WITHHELD FROM PUBLIC DISCLOSURE PURSUANT TO 10 CFR 2.390 AND 10 CFR 9.17 Perry Nuclear Power Plant L-15-195 Page 3 There are no regulatory commitments contained in this letter. lf there are any questions, or if additional information is required, please contact Mr. Thomas A. Lentz, Manager - Fleet Licensing, at 330-315-6810. I declare under penalty of perjury that the foregoing is true and correct. Executed on June 30,2015.

Enclosures:

A. Application with Exhibits B. Affidavit C. Proprietary Exhibit G cc: NRC Region lll Administrator (without Enclosure C) NRC Resident Inspector (without Enclosure C) NRR Project Manager (without Enclosure C) Executive

Director, Ohio Emergency Management Agency, State of Ohio (NRC Liaison) (without Enclosure C)

Utility Radiological Safety Board (without Enclosure C) Enclosure C to this letter contains confidential commercial material. Withhold from public disclosure under 10 CFR 2.390 and 10 CFR 9.17. Upon removal of Enclosure C, this letter is uncontrolled. Paul A. Harden

Enclosure A L-15-195 Application with Exhibits (50 pages foflow)

Page 1 APPLICATION FOR ORDER CONSENTING TO TRANSFEROF LICENSE AND APPROVING CONFORMING LICENSE AMENDMENTS JUNE 30, 2015 submitted by FirstEnergy Nuclear Operating Company on behalf of FirstEnergy Nuclear Generationo LLC and Ohio Edison Company Perry Nuclear Power Plant, Unit I Docket No. 50-440. License No. NPF-58

U A A raljc I APPLICATION FOR ORDER CONSENTING TO TRANSFER OF LICENSE AND APPROVING CONFORMING LICENSE AMENDMENTS TABLE OF CONTENTS SECTION Introducti.on........o.o........................................................................................r......4 Statement of Purpose of the Transfer and Nature of the Transaction Making the Transfer Necessary or Desirabl....................................................5 Supporting Information...........o..........................................................................6 A. General Corporate Information .......... 6 PAGE NO. I. II. III. B. C. D. E. F. Foreign Ownership or Control ........... 6 No Agency........... ................6 Technical Qualifications ......6 Financial Qualifications .......7 Decommissioning Funding ................8 G. No Antitrust Considerations ..............9 H. Nuclear Insurance............ .....9 I. Standard Contract for Disposal of Spent Nuclear Fuel 9 J. Agreement to Limit Access to Restricted Data...... ........9 K. Environmental Review. ........9 Effective Date and Other Regulatory Approvols......................r..................... 10 Conclusion........................o.......................o..o...................o......a4..........a.............4. 10 IV. v.

Page 3 Exhibit A Exhibit B Exhibit C Exhibit D Exhibit E Exhibit F Exhibit G List of Exhibits Proposed Changes to the Facility Operating License and Technical Specifications Associated with the Proposed Transfer of the Leased Interest in PNPP to FENGEN No Significant Hazards Consideration Determination Simplified Corporate License Interest Structure before Transfer Simplified Corporate License Interest Structure after Transfer General Corporate Information Regarding FENGEN and Its Parent Companies Form of Support Agreement between FirstEnergy Solutions Corp. and FirstEnergy Nuclear Generation, LLC FirstEnergy Nuclear Generation, LLC Pro Forma Income Statements (Non-Proprietary Version)

Page 4 Introduction Pursuant to Section 184 of the Atomic Energy Act of 1954, as amended (AEA), and 10 CFR 50.80, FirstEnergyNuclear Operating Company (FENOC), acting as agent for and on behalf of FirstEnergy Nuclear Generation, LLC (FENGen) and the Ohio Edison Company (OE), hereby submits the enclosed application to the Nuclear Regulatory Commission (NRC) requesting consent to the transfer of the leased interests in Perry Nuclear Power Plant (PNPP). FENOC requests an order consenting to the transfer to FENGen of OE's 12.58 percent leased interest in PNPP. This application also requests a conforming administrative amendment (see Exhibits A and B) to the PNPP license to: 1. Reflect the proposed transfer of leased interests in PNPP from OE to FENGen; Delete OE from the PNPP license; and Authorize FENGen to possess the leased interest in PNPP being transferred by oE. FENGEN is currently licensed to possess 87.42 percent of PNPP. This application seeks to transfer the remaining interest in PNPP held by OE to FENGen. FENGen will own 100 percent of PNPP, ffid FENOC will continue to operate PNPP. This application also includes the required financial and other information to support its approval by NRC. FENGen is a direct, wholly owned subsidiary of FirstEnergy Solutions Corp. (FES), which, in turn, is a direct, wholly owned subsidiary of FirstEnergy Corp.(FE). FE's l0 electric utility operating companies form one of the nation's largest investor-owned electric systems, with over 6 million customers served within a nearly 65,000-square-mile are of Ohio, Pennsylvania,New Jersey, West Virginia, Maryland, and New York. Its generation subsidiaries operate nearly 18,000 megawatts of capacity. In20l4, FE had revenues exceeding $15 billion and net income of approximately $300 million. In accordance with NRC's requirements, five year pro forma frnancial projections are provided in Exhibit G. This financial information is confidential commercial information, and FENOC requests that Exhibit G be withheld from public disclosure pursuant to 10 CFR 2.390 and 10 CFR 9.17. Aredacted version of Exhibit G suitable forpublic disclosure is provided inthe non-proprietary version of this application. A confidential version of Exhibit G is provided in a separate enclosure. An affidavit supporting the request for withholding the confidential version of Exhibit G from public disclosure is also provided in a separate enclosure. The information contained in this application demonstrates that FENGen possesses the requisite qualifications to own OE's existing leased interest in PNPP. The proposed transfer of control of OE's interest will not result in any change in the role of FENOC as the licensed operator of the facilities. Finally, this request for transfer of control of OE's interest in the PNPP license does not involve any entities that are owned, controlled, or dominated by a foreign entity. 2. a J.

Page 5 In summary, the proposed transfer will be consistent with the requirements set forth in the AEA, NRC regulations, and the relevant NRC licenses and orders. No physical changes will be made to PNPP, ffid there will be no changes in the day-to-day operation of those plants as a result of these transfers. The proposed transfer will not have any adverse impact on the public health and safety, nor will these transfers be inimical to the common defense and security. The application solely requests approval for the transfer of an ownership interest within the same FE family of companies. FENOC respectfully requests that the NRC consent to the transfers of control in accordance with 10 CFR 50.80 and approve the conforming license amendments. II. Statement of Purpose of the Transfer and Nature of the Transaction Making the Transfer NecessarT or Desirable As part of corporate restructurings in 2005 and 2006, FE established FES as its affiliate responsible for the purchase and sale of electricity in competitive markets. A wholly owned subsidiary of FES - FirstEnergy Generation Corp. (Fossil GenCo) - was created to own and operate the fossil and hydro generation facilities formerly owned and operated by the regulated wires companies. Fossil GenCo is an exempt wholesale generator (EWG) and sells the output of its portfolio of generation to FES pursuant to a purchased power contract approved by the FERC. FES, in turn, sells its power into competitive wholesale and retail markets at market based rates. FENGen performs the same function as Fossil GenCo for the nuclear facilities owned by the FE subsidiaries, with the notable exception that FENOC continues to perform its role as the licensed operator for the FE fleet of nuclear plants - PNPP, the Beaver Valley Power Station (BVPS), and the Davis-Besse Nuclear Power Station (DBNPS). FENGen is an EWG, and sells the output of its plants to FES under a cost-based wholesale contract approved by the FERC and previously reviewed by NRC in connection with the 2005 and 2006 restructuring activities. Thus, majority ownership of PNPP, BVPS, and DBNPS was transferred to FENGen to further implement the restructuring of FE's electric utility operations and to enhance the ability of FE and its subsidiaries to compete in electric energy markets. However, atthattime, OE's 12.58 percent interest in PNPP was subject to sale-leaseback ilrangements that were entered into in 1987, and this interest was not transferred to FENGen. Instead, OE entered into commercial arangements whereby FENGen acquired the rights to this 12.58 percent of PNPP's electrical output and responsibility for the associated costs of this interest in PNPP. The lease rrangements forthe OE's 12.58 percent interest in PNPP expire onMay 30,2016, and FENGen has acquired the rights to own this 12.58 percent interest beginning May 31,2016. Thus, FENGen requires NRC's prior written consent so that this interest in PNPP may be transferred from OE to FENGen at 12:00 a.m. on May 31,2016. The conforming license amendment can be issued effective May 31,2016.

III. Page 6 Supporting Information A. General Corporate Information The proposed licensee for the transferred interest in PNPP is FENGen. The parent companies of FENGen are reflected in Exhibits C and D (Exhibit C provides the license interest structure before the transfer; Exhibit D provides the proposed structure after the transfer.) The information regarding each corporate entity required by 10 CFR 50.33(d)(3) is provided in Exhibit E. All of the current directors and executive personnel of the corporate entities are citizens of the United States, and their mailing addresses are as shown for their respective corporate entities. B. Foreign Ownership or Control FE is a publicly traded company, ffid its securities are traded on the New York Stock Exchange and are widely held. Section 13(d) of the Securities Exchange Act of 1934, as amended, 15 U.S.C. 78m(d), requires that a person or entity that owns or controls more than 5 percent of the securities of a company must file notice with the Securities and Exchange Commission (SEC). Based upon filings with the SEC, FE is not aware of any aliens, foreign corporations, or foreign govemments that hold or may hold beneficial ownership of more than 5 percent of the securities of FE. No foreign entities have any representation on FE's Board of Directors or rights to appoint any managers or directors of FE. The current directors and executive officers of FE, FES, and FENGen are United States citizens. There is no reason to believe that the Applicant is owned, controlled, or dominated by any alien, foreign corporation, or foreign government. Thus, the transfer of control of the leased interests will not result in any foreign ownership, domination, or control of these entities within the meaning of the Atomic Energy Act of 1954, as amended. C. No Agency In seeking to increase its interests in PNPP, FENGen is not acting as the agent or representative of any other person or entity. D. Technical Quaffications The technical qualifications of FENOC are not affected by the proposed transfers of control of OE's leased interest in PNPP to FENGen. There will be no physical changes to PNPP and no changes in the day-to-day operations of FENOC in connection with the transfers of OE's leased interests in PNPP. FENOC will at all times remain the licensed operator of PNPP, and there will be no changes in the FENOC senior management team resulting from the proposed license transfers.

Page 7 E. Financial Qualifrcations General information regarding FE and FES is provided in their 2014 Annual Report (Form l0-K), which is available at: http://www.sec. gov/Archives/edgar/data/1407703/000103 12961 500001 1/fe-123 12014x10k.htm FENGen currently has a financial support agreement with FE in the total amount of $400 million that is sufficient to provide assurance that adequate funds will be available to fund ongoing operations and maintenance expenses with respect to all of FENGen's interests in BVPS, PNPP, and DBNPS. Financial information regarding FE, including its Consolidated Statements of Income and Consolidated Balance Sheet, is provided at Pages 110-114 of the Form l0-K. Ithad more than $15 billion in revenue and net income of nearly $300 million in20l4. The value of its depreciated property, plant, ffid equipment in service exceeded $35 billion, and its common stockholder's net equity exceeded $12 billion as of December 3l,2014. In connection with the proposed transfer, FENGen proposes to terminate the existing agreement with FE, and enter into a new financial support agreement with FES in the amount of $400 million. A copy of the form of this agreement is provided as Exhibit F. Financial information regarding FES, including its Consolidated Statements of Income and Consolidated Balance Sheet, is provided at Pages I l5-118 of the Form lO-K. It had more than $6 billion in revenue and negative net income of approximately 5244 million in20l4. The value of its depreciated property, plant, and equipment in service exceeded $9 billion, and its common stockholder's net equity exceeded $5.5 billion as of December 31,2014. This Application constitutes the 30 days prior notice required by Section 4 of the termination of the existing FE support agreement upon FES's execution of the Form of Support Agreement. FES intends to promptly execute the support agreement upon receipt of NRC's approval of the proposed license transfer as described in this Application. In accordance with 10 CFR 50.33(f) and the Standard Review Plan on Power Reactor Licensee Financial Qualifications and Decommissioning Funding Assurance (NUREG-1577, Rev. l) (Standard Review Plan), FENGen's Pro Forma Income Statements for the S-year period from January 1,2016 until December 31,2020 are provided in Exhibit G. Projected cash flows forthe same period are also provided in Exhibit G. Exhibit G is proprietary and is therefore provided in a separate enclosure to this submittal, and as previously stated, FENOC requests that this be withheld from public disclosure. A redacted version of Exhibit G, suitable for public disclosure, is included with this application. FENGen and FES have entered into a power supply agreement through which FENGen will recover its operating, maintenance, ffid capital costs associated with its interest in PNPP, including the 12.58 percent being transferred from OE. FENGen recovers its costs under the power supply agreement, even if the nuclear units do not operate. FES currently has investment grade ratings of Baa3 issued by Moody's and of BBB-by Standard& Poor's for its senior rmsecured debt. (See Form 10-K, Page 74.) Notably, under NRC's Standard Review Plan (Section III.l.b), an applicant that maintains an investment grade credit rating from at least two credible rating agencies is presumed to meet the financial qualifications test. Thus, these ratings

Page 8 support FES' financial capability to meet its obligations under both the power supply agreement and the $400 million financial support agreement. The Pro Forma Income Statement provided in Exhibit G shows that the expected revenues of FENGen from the sale of capacity and energy received under the power supply agreement will cover FENGen's estimated annual operating costs, for the five calendar years 2016 through 2020, for its interest in PNPP. This Pro Forma Income Statement reflects results based upon the current business plan for operating PNPP. The assumed capacity factors are provided in Exhibit G. However, even if PNPP does not operate as expected, FENGen will recover FENOC's costs of operation through the base demand and energy charges in the power supply agreement and through a "formula rate" provision permitting FENGen to recover increases in its capital expenditures and operating expenses that exceed its base demand and energy charges during the contract term In addition to the assurance of the availability of funds to cover costs through the power supply agreement, FENGen will be able to call upon funds pursuant to the $400 million financial support agreement between FES and FENGen described above. This provides further assurance that FENGen will have access to funds sufficient to pay its pro rata share of the fixed operating and maintenance (O&M) costs in the event of an unanticipated plant shutdown. Pursuant to this support agreement, FES will make up to $400 million in funding available to FENGen to meet its obligations relating to its interests in the nuclear units that FENGen owns. This provides a source of funds that is approximately six months'worth of fixed O&M costs forthe FENGen fleet of nuclear plants, as currently projected for the years 2016-2020. Further, FES and its affiliate, Allegheny Energy Supply Company,LLC, participate in a five-year syndicated $1.5 billionrevolving credit facility, which is available until March 31,2019. FES's individual sublimit under the facility is $1.5 billion while Allegheny Energy Supply Company, LLC's sublimit is $ 1.0 billion. As of March 3l, 2015, there is $ I.177 billion of available liquidity under the facility. This provides an additional source of funds that exceeds six months' worth of fixed O&M costs for the FENGen fleet of nuclear plants. F. Decommissioning Fanding The existing trust funds held by OE related to their leased interest in PNPP will be transferred to FENGen. The FENGen nuclear decommissioning trusts (NDTs) are held in external trust funds segregated from FENGen's assets and outside its administrative control. The funds are governed by the Master NDT Agreement with Mellon Bank, N.A. as Trustee, and the terms of that agreement comply with the requirements of 10 CFR 50.75(hxl). The existing "Master Nuclear Decommissioning Trust Agreement" incorporating the terms required by 10 CFR 50.75(hxl) will remain in effect and will govern the funds to be transferred by OE. The NRC minimum amount of decommissioning funding assurance required for PNPP calculated pursuant to 10 CFR 50.75(c) (the "formula amount") is approximately $679.59 million. Based uponthe total balance of $486.36 million as of December 31,2014,the total NDT balance for PNPP, after the transfer is completed, is expected to exceed the pre-paid balance required to use the "prepayment method" under NRC's regulations in

Page 9 10 CFR 50.75(e)(lxi). By letter dated March 31,2015 (ADAMS Accession No. MLl50904447), FENOC provided information to establish that the prepayment method is satisfied when earnings are credited as permitted by NRC's regulations using an assumed SAFSTOR approach to decommissioning. G. No Antitrust Considerations In accordance with the Commission's decision in Kansas Gas and Electric Company (Wolf Creek Generating Station, Unit l), CLI-99-19,49 N.R.C. 441(1999), antitrust reviews of license transfer applications after initial licensing are not required by the AEA. The existing antitrust conditions in the licenses will continue in effect. H. Nuclear fnsurance In accordance with Art. IV.2 of the NRC Price-Anderson Indemnity Agreement for PNPP, FENOC requests NRC approval of the assignment and transfer of OE's applicable interest in the Price Anderson Indemnity Agreement for PNPP to FENGen in connection with the proposed license transfer. FENGen currently maintains the required nuclear energy liability insurance pursuantto Section 170 of the AEA and 10 CFR 140, and itmakes annual compliance filings in accordance with 10 CFR 140.21(e)-(f). FENGen also maintains required nuclear property damage insurance pursuant to 10 CFR 50.5a(w) and 10 CFR 140.11. I Standard Contract for Disposal of Spent Nuclear Fuel Upon transfer, FENGen will assume title to and responsibility for the storage and disposal of OE's transferre d pro rata share of spent nuclear fuel at PNPP. OE will assign, and FENGen will assume, OE's rights and duties under the Standard Contract with the Department of Energy for PNPP. I. Agreement to Limit Access to Restricted Data The proposed transfer does not involve any Restricted Data or other Classified National Security Information or result in any change in access to such Restricted Data or Classified National Security Information. Existing restrictions on access to Restricted Data and Classified National Security Information are unaffected by the proposed transfers. In compliance with Section 1a5(a) of the Act and 10 CFR 50.37, "Agreement Limiting Access to Classified Information," FENOC agrees that it will appropriately safeguard such information and will not permit any individual to have access to such information until the individual has been appropriately approved for such access under the provisions of 10 CFR 25, ooAccess Authorization," and/or Part 95, "Facility Security Clearance and Safeguarding of National Security Information and Restricted Data." K. Environmental Review The proposed transfer will not result in any change in the types, or any increase in the amounts, of any effluents that may be released off-site, and will not cause any increase in individual or

Page 10 cumulative occupational radiation exposure. Further, the NRC has determined in 10 CFR 51.22(c)(21) that license transfers are categorically exempt from further environmental review. Accordingly, the license transfer will involve no significant environmental impact. IV. Effective Date and Other Regulatory Approvals FENOC requests that the NRC review this application on a schedule that will permit issuance of an order consenting to the requested license transfer as promptly as practicable. In any event, approval is requested by no later than April 15,2016. Such consent should be immediately effective upon issuance and should permit the transfer to occur at 12:00 a.m. on May 31,2016. The conforming amendment should be issued effective May 31,2016. FENOC does not anticipate any other major required regulatory approvals that are expected to impact the schedule for completing the transfer. V. Conclusion For the reasons stated above, FENOC respectfully submits that the proposed transfer of OE's leased interests in PNPP to FENGen is consistent with the requirements set forth in the AEA, NRC regulations, and the relevant NRC licenses and orders. FENOC, therefore, respectfully requests that, in accordance with Section 184 of the AEA and 10 CFR 50.80 and 10 CFR 50.92, the NRC consent to the transfer of the PNPP licenses to FENGen and approve the conforming administrative amendments associated with thi s transfer.

Exhibit A Page 1 EXHIBIT A PROPOSED CHANGES TO THE FACILITY OPERATING LICENSE ANI) TECHNICAL SPECIFICATIONS ASSOCIATED WITH THE PROPOSED TRANSFER OF THE LEASED INTERBST IN PNPP TO FENGEN I. Reason for the Change A 12.58 percent licensed interest in the Perr),Nuclear Power Plant (PNPP), is being transferred to FirstEnergy Nuclear Generation, LLC (FENGen). This transfer requires the submittal of a conforming amendment to the license for PNPP. The proposed changes delete some references to the current leased interest of the Ohio Edison Company (OE) (the "Transferor") and replace them with references to FENGen. Conditions related to OE's sale-leaseback arrangements are also deleted, because they are no longer applicable. References to OE will be deleted from the PNPP license since this company will no longer possess any licensed interest in PNPP. Basis for the Change After the transfer of the ownership interest, Transferor will retain no responsibility for the regulatory obligations related to the transferred interest contained in the PNPP license. Accordingly, the entity to which these responsibilities are being transferred, FENGen, must be identified in the licenses. III. Safety Assessment The proposed changes to the license identiff FENGen as the 100 percent owner of PNPP and make other minor administrative changes related to the transfer of ownership to FENGen. No physical modifications are being made to any plant systems or components, nor any changes to operations. Therefore, the proposed changes are administrative in nature and will not adversely affect nuclear safety or safe operation of these plants. IV. Description of the Proposed Changes The proposed changes to the PNPP license are included as part of this exhibit. The following pages provide a copy of the PNPP license marked with the proposed changes, and a copy of the re-typed PNPP license pages. II.

UNITED STATES NUCLEAR REGULATO RY COMMISSION wAsl{ lNGToN, D.C. 2 9555'{100 1 FT.RSTFNERGY NVCLEAR OPERATING COMPANY FTRSTENERG-Y NUCLEAR GEN Ery\\TlON, LLC DOCKET.NO. 5ryr40 qEBIJY NUCLEARI'-OJWER. PI-ANT. UNlT NO-1 z\\,glLlI.Y I PE RATING L I c EN-SE License No. NPF-58

1. The Nuclear Regulatory Commission (the Commission) has found that:

The application for license fited by FirstEnerg! Nuclear Operating Company (FENOC)I actingon its own behalf and as abent ficr FirstEnergy Nuclear Generation, LLC andhi+ w(ticensees)complieswiththestandardsandrequirementsofthe Atornic Energy nct of 1954, as amended (the Act), and the Comrnission's regulations set fodh in 10 CFh Chapter l, and all required notifications to other agenci'es or bodies have been duly made; Construction of the Perry Nuclear Porer Plant, Unit No. 1 (the facility), has been substantially complebd in conformlg with Constructlon Permit No. CPPR-{48 and the application, as amended, the provisions of the Act, and the regulations of the Cornmission: 'lfENOC is authorized to ac{ as agent br FirstEnergy Nuclear Generatlon, tt-C mi-gUe- @andhasexclusiveresponsibilityandcontroloverthephysicalconslruction, operatbn, and msintenance of the facility. A. Amendment No. {eF c. D. E. Thefacility will operate in conformity with the application, es amended, the provisions of the Acil, and the regulations of the Comrnission (except as exempted hom compliance irt Sestion 2.D befow): There is reasonable assurance: (l) that the activities authorized by this openting license can be conducted without endangaing the health and safety of ttre public, and (ii) that such activities will be conducted in compliance with the Commission's regulaUons set fotth in 10 CFR Chapter I (except as eximpted from comptiance in Sec,ti6n 2.0 betow); The F_iptEneEy Nuclear operatirp company is technicaily quarifed to engage in the actlvities authorized by this license in accordance with the Commission's regulations set forth in 10 CFR Chapter l; The licensees have satisfed the appllcable provibions of 10 eFR Part 140, *Financlaf Protection Requlrements and Indemnity Agreemenb,' d the Cornmission's regulations; The issuance of this license will not bc inimicalto the common defense and security or to lhe health and safety of the publlc; Afier weighing the environmential, economlc, technical, and other benefits of the facility against environmental and other cosE and considering available alternatives, the issuarrce of this Facilig Operating License No. NPF-58, sublect to the conditions hr protectlon of the environment set forth in the Environmental Protection Plan attached as Appendix B, is in accordance with 10 CFR Part 51 of the Comrnission's regulations and all applicable requlremenF have Fen satlsfied; and The receipt, possession, and use of source, byproduct, and special nuclear matsrial as auhorized by this license will be In accordance with the Commission's reguhtions in 10 CFR Parts 30, 40, and 70. Based on the foregoing frndings regarding this facility, the Partial-lnitialDecisions igsred Decernber 2, 1983, and Septamber 3, 19e5, by lhe Atomic Safety and Licensing Biard in legqF to this facility (affirmed by AL48-841, dated July 25, 19S6t and pursuanito approval by the Nudear Re,g_ulatory Commission at a meeting on November ?, 198b, Facitity Opbiating Lhense'No. NPF-56, which supersedes the licenle for fuef loading and low po*er iesting, License No. NPF.45, issued on March 1E, 1986, is hereby issued to FirstEnbrgy Nucleai OperaUng C FirstEnergy Nuctear Generation,

LLC, (the The license applies to the Perry Nuclear Power Planf Unlt No. 1, a boiling water nuclear reactor and associated quipment (the facitig), owned by FirstEnergy Nuctear Generation, LLC (ovrner) ldC feaccC le ghioECieen emfany (bsddd Felleetively the

{iaisecs}. F. G. H. 2, A. Delete "and leased to Ohio Edison Company (lessee) collectively the licensees)" Delete ", and Ohio Edison Amendment l.lo. ttlt The facilig is located on the shore of Lake Erie in Lake County, Ohio, apprcximately 35 miles northeast of GlevelanO, Oniq ind is described in the licensees' Finat Safety Analysis Report, as supplemented and amended, ariu in the licenseesl Environmental Report, as supplemented and arnended. B. Subiect to the conditions and requirements incorporated herein, the Commissisn hereby licenses: (1) FENOC, pursuant to Section 103 of the Act and 10 CFR Part 50, to possess, use, and operate.the I ' facility at the designated bcation in Lake County, Ohio, in accordance with the procedures and limitrations set forth in this license; (2)FirstEnergyNuclearGeneration,L[etopossessthe facllity aiirre destgnated location in Lake County, Ohio, in accoriance with lhe procedures and limltiations set forth in this license; FENOC, pursuant to the Act and 10 cFR Part 70, to receive, possess. and use at any time special. - nuclear materialas reactor fuel, in accordance with the lirnitations for storage and amounts required for reactor operation, as described in ttre finat Safety Analysis Report as supplemented and arnended; FENOC, pursuant to the Act and 10 CFR Parts 30' 40' and 70, to receive, Possess, and use at any time any byproduct, source, arrd special nuclear rnaterial such as sealed-neutql sources lor reactor sta(up, sealed =ouicrs for ieactoi insrumenlation and radiation monitoring equipment calibration' and fission detectors in arnounts as required: FENOC, pursuant to the Act and 10 CFR Parts 30, 40, and 70, to receive, possess'.?ni use in amounts as required arry byprodu4 iource, or rpecial nuclear rnaterialwithc[Jt restrlction as to dremicalor physi:al form, tr sampie anarvsr oi instrument calibnation or associated with radioac{ive apparatus or components; aM FENOC, pursuant to Fre Act and 10 CFR Parts 30, 40,.and 70, to possess, but not separale, such 4rpoduci and special nuctear matedib r= m"y be produced by the operation of the facility' (3) (4) (5) (6) Delete the (7)(a) and (7Xb) paragraphs and replace with "(7) Deleted" Amendment No. 1* ions-traneaetiens, SFeeifieally; a leeeer anC anyene else whe may aequire an intcrest gnCer thse traneaetierc are prehibitC ftorn exerebing Cirec*ly er indiredly any eentrel ever [re lieenees ef PNPP Ur*t 1, Fer Burpeses ef thio eenditien the limihtiens ef 19 FR 601; so new h effeet and as may be subseguently rmcnCeCr are fully applieabh te thc lcssor anC any eueeeseer in intereet te that transadiens shall har ne effeet en the liense fer the Perry Nuclcar f-aeiht., ieense-(b) Further; the lieenseee ere alee reqircC te netiff lhe NR h writing Brier to any ehange in: (i) the terms er eenditens ef eny lease agresments ctcceutsd as part of theee traneaetiene; (ii\\ the PNPP Ofcrating Agreement; (iii) thc cxirtingiprepedy ineuranee eeverage fer PIIPP Unit 1: ar (iv) any aelion by a lerror or ottrcrc that may have an adveree efre't en the etr eperatien ef the faility, C. This ficense shall be deemed to contain and is subject to the conditions specified in the Commission's regulations set forth in 10 CFR Chapter I and ls subject to all applicaHe provislons of the Act md to the rules, reguldions, and orders of the Commission now and hersafier in effed; ard is subjec't to the additional conditions specified or incorporated below: Maximum.Pouver Level FENOC is authorized to openate the fadlity at reador core power levels not in sxcess of 3758 megawatts thermal (100% porcr) in accordance wih the conditbns specified herein. Technical Soecifications The Technical Specificatione contained in Appendix A and the Environmental Proteqtion Plan contained in Appendix B, as revised through Amendment No. {+ l are hereby incorporeted into the license. FENOC shafl operate the facility in accordane with the Techniel Specifications and the Environmental Protec{ion Plan. Antitrust Conditions

a. FirstEnergy Nuclear Generation Corp.

(1) (2) (3) Amendment No.-{&

(4) (5) (6) shall comply with the antitrust conditions delineated in Appendix C to this license; Appendix C is hereby incorporated into this license.

b. FENOC shall comply with the antitrust conditions delineated in Appendix C to this license as if named therein. FENOC shall not market or broker power or energy from the Perry actions of FENOC to the extent that said actions affect the marketing or brokering of power or energy from the Perry Nuclear Power Plant, Unit No. 1, and in any way, contravene the antitrust condition contained in the license, Deleted Deleted Fire Protection.(Section 9.5. SER, SSER #1. 2, 3, 4. 7, and 8)

FENOC shall comply with the following requirements of the fire protection program: FENOC shall implement and maintain in effect all provisions of the approved fire protection program as described in the Final Safety Analysis Report, as amended, for the Perry Nuclear Power Plant and as approved in the Safety Evaluation Report (NUREG-0887) dated May 1982 and Supplement Nos. 1 through 10 thereto, subject to the following provisions:

a. FENOC may make changes to the approved fire protection program without prior approval of the Cornrnission only if those changes would not adversely affect the ability to achieve and maintain safe shutdown in the event of a fire.

Deleted Deleted (9) Deleted (10) Deleted (11 ) Mitiqation Strategy License Condition The licensee shall devefop and maintain strategies for addressing large fires and explosions and that include the follow key areas: (a) Fire fighting response strategy with the following elements:

1.

Predefined coordinated fire response strategy and guidance

2.

Assessment of mutual aid fire fighting assets

3.

Designated staging areas for equipment and materials Amendment No. 1e? RevieeC by letter Ceted July 11; 3097 (7) (8)

No change. Provided for information only. -5a-Command and control Training of response Personnel Operations to mitigate fuel damage considering the following: Protection and use of personnel assets Communications Minimizing fire spread Procedurls for implementing integrated fire response strategy ldentification of readily-available pre-staged eq uipment Training on integrated fire response strategy Spent fuel pool mitigation measures Actions to minimize release to include consideration of:

1.

Water spray scrubbing

2.

Dose to onsite resPonders (12) Control Rpom Habitrabilitv License Condition Upon implementation of Amendment No. 148 adopting TST.F448, Revision 3, the determination of conbol room envelope (CRE) unfiltered air inleakage as, requireo by sR 3.7.3.4 in accordance wiin rs 5.5.14.{l), and.the assessment of cig nauitluitity as required by Specification 5.5.14.c{ii), shall be considered mel Following imPlementation: The firct performance of sR 3.7.3,4, in accordance with Specifrcation 5.5.14.c(i), shatl be within the specified Frequency of 6 y."o, plus the 18-monih allowance of SR 3.0-2, as measured from b*cemner 2004, the date of the most recent successful tracer 9{s-!e$ as stated in the response to Generic Letter 200$01 dated May 30, 2006, or within the next 1'8 months if the time period since the most recent successful tracer gas test is greater than 6 years' The first perfornrance of the periodic assessment of CRE habitability, Specification 5.5.14.c(ii), shall be within 3 yearc, plus the 9-month "[o*anc" of SR 3.0.2, as measured from becember 2A04, the date of the most recent successful tracer gas test as stated in the response to Generic Letter 2003-01 dated fu"y 30, 2006, or within the next 9 months if the time period since the most remnt successful tracer gas test is greater than 3 years. The first performance of the periodic rneasurement of outside air intake and exhaust damper leakage, Specification 5.5.14'd, shall be within 24 months, plus tire 1g4 day aliowed by sR 3.0.2, as measured from the date of the most recent successful damper leakage test. 4. 5. (b) (c) 1. 2. 3. 4. 5. 6. 7. {a) (b) (c) Amendment No. 148

D. No change. Provided for information only. FENOC is exempted from: 1) the requirements of Sestion lll.D.z{b)(ii), containment airlocktesting requirements, Appendix J to 10 CFR Pail 50, due tothe special circumstance described in Section 6.2.6 of SER Supplement No. 7 authorized by 10 CFR 50.12(a)(2xiii) and 2) the requirements of Section lV.F., Full Participation Exercise, of Appendix E to 10 CFR Part 50, due to the special circumstance described in the Exemption dated November 6, 1986. These exemptions are authorized by law, will not present an undue risk to the public heatth and safety, and are consistent with the common defense and securig. The exemptions are hereby granted pursuant to 10 CFR 50.12. With the granting of these exemptions, the facility will operate, to the extent authorized herein, in conformity with the application, as amended, the provisions of the Act, and the rules and regulations of the Commission. FENOC shalf fully irnplement and maintain in effect all provisions of the Commission-approved physical security, training and qualification, and safeguards contingency plans, including amendments made pursuant to provisions of the Miscellaneous Amendments and Search Requirements revisions to 10 CFR 73,55 (61 FR 27817 and 77822) and to the authority of 10 CFR 50.90 and 10 CFR 50.5a(p). The combined set of plans, which contain Safeguards lnformation protected under 10 CFR 73.21, is entitled: "Perry Nuclear Power Plant Physical Security Plan" Revision 2, submitted by letter dated May 18, 2006. FENOC shall fully implement and maintain in effect all provisions of the Commission-approved cyber security plan (CSP), including changes made pursuant to the authority of 10 CFR 50.90and 10CFR 50.5a(p). The FENOC CSP was approved by License Amendment No. 158. Defeted The licensees shall have and maintain financial protection of such type and in such amounts as the Comrnission shall require in accordance with Section 170 of the Atomic Energy Act of 1964, as amended, to cover public liability claims. Amendment No. 158 E, F. G.

Replace with Insert A (see below) H, This ltcense is etfective as of the date of 'rssuance and shall expire at midnight on Merch 18' 2026. Ye. AAtr! -l: he direct h,orufer o,f thc liecnte from Pcnrltyfvrnia colvcr ompany; thio ryifn qmpany; qEs Nr.lsrr, tnc,' T,c erovetard ebcb; iilunliiritirornpanlt ani tfle Tohde ECisen EomFanY; F Fiotg,,"*, norr"a, errerauorr eorp: (FEr{erreoij;'Firilirreigy Nuclaar oPctttfulg orltPalu md rir*tEnrru, lturtear Genention 6iF.Jshaililripfi with the foildwing eondition! nobd beltr n, {gn thilesing deb(s) ef th transferE b FENeenG* ef hir htereb in PorTyr Fcnnsylven Powcr eorrPaliy, The elcvclarld ElEEtic lllurrrirratirE QomP?g; lrio Edison gomFsI; eS Nrrl""r, lnr,,,nd Tohdo Edisql eompny shail #;sfer te FENenGe' ell Ef ee$ fen5feE/5 t..r.d F,orti.m.r p'"ny,.rJ Grdli p rENdi6' aldftional drnounr ei ual t9 rcr rttir rilrg fEilds aflnC hrtl n6t VAt ip'q'"icqi tl "ieli"qliqfea j,ne 1*e05, b,t n"t v.t ee[ret"d by tt c tkrc of doling, #r ;i de fond! !h"[ h; dip"dbd ln'e -ep"Eh esBmd trust ronc tu, tt c,"rern in tre sarne arounils rcecioei'iith-dspgctF t c uiit b h =e9re""td fiet ener assee er reHeenec. anu oupHe ns aeminisuaiive edntrelr as Liuii+ blt:fufrq i : ;, I regubriEne, anc l-ENenorshallbke all nceessary sFFs te ensufle thit this external tftFt fund I b msinblnd in accofdrncc yrith thc fcquiruments

i tte'srcer aPPrsring: te hanlr ef he

$fu reqsircments f 1gFR gedion 5b-,76r TleForting aFtd redrdheeFing fsrcesmmissiening +tannin#- B; ?y $e date of eloliru oriE33{13t$ I I ' t lrrri ts'irt'?Grf Ffro'F'nefr l'3ll; 'l F61#'er i ffiliinii'iin"q"e{ltr!3qil ? r**fr:-:l il - - i:- nnn.E 'l^tiaroi ]a aranrlda rr{,{ilianal IiriLJitie miltie" tin +gs6e"$a*i ta pte"He aacig.nal -r-a^-r.!-^l &rndinA kr-Ve ilGde"t -n"tl Jtrt"tq$"in tpptopiEt I Fi6#-6;; b *eltiln ttq'ittt"ntt I ffi ffi Amendment No-'{+l-FOR THE NUCLEAR REGUIATORY COMMISSION ORIGINAL SIGNED BY: Harold R. Denton, Director Ofrice of Nuclear Reactor Regulation Attrach mentSAP Pe ndices

1. Attachments I -2

2. Appendix A - Technlcal Specifications (NUREG

-1204)

3. Appendix B. Environmental Protec{ion Plan

4. Appendix G - Antitrust Gonditioirs Date of lssuence: November 13, 1986 Arnsndment No. l+F

lnsert A: Based on the Commission's Order dated , 2016 regarding the direct transfer from Ohio Edison Company (OE) to FirstEnergy Nuclear Generation, LLC (FENGen), FENOC and FENGen shall comply with the following conditions noted below. A. OnJune 1,2016, OEshall transfer to FENGen the accumulated decommissioning funds held by OE for Peny. All such funds shall be deposited and held in FENGen nuclear decommissioning trust for Perry along with the other funds maintained by FENGen for Perry and shall be maintained in such trust outside of FENGen's administrative control and in accordance with the requirements of 10 CFR 50.75(hxl). B. The Support Agreement in the amount of $400 million from FirstEnergy Solutions Corp. (FE Solutions) described in the application dated June 30, 2015 shall be effective and consistent with the representations in the application. FENGen shall take no action to void, cancel or modi! the Support Agreement without the prior written consent of the NRC staff. FENGen shall inform the Director of the Office of Nuclear Reactor Regulation, in writing, no later than 10 working days after any funds are provided to FENGen by FirstEnergy Solutions under the terms of the Support Agreement. C. Deleted"

APPENDIX C PESRY NUCLEAR POWER PLANT, UNlT NO, ! NPF.58-ANTTTSUST CONpTTTONS FOR FIRSTENERGY NUCLEAR GENERAIION. LLC A The lhensees are subiect to the foflowing antitrust oonditions: Definitions Aoo I lca ntr sha ll mea n the tvrcornpanrcs I isted a bove. E4tlU thall.mean any ele.{ric generation andro? distibution system or municipality or operative with a stetubry dght or privllege to ngEge in either ot the3e funclbns. Wheelho shall me8n irensportetion ot eleclrlclty by a ufilty orer its lincs h,r anodEr udliv, inctuding the receipt ttqn Bnd delivery b ano0rer Bysbm of trke amounB but not necrsserily $e same nergy. Fedlral Power Cornmhsion, The 1970 Nationil pos,.r Su;rrv. part i, p. i-244. FhandlApFnAnCf Ito "Aoolicant" I Licensino Conditiong I l (l L Appli:nf shall not condldon ths eelr or exchange of wholesale pou/r or coordinafion seruic.s - upon lhe condjtion that tty cth.r enw (a) entrar into any agrBement or understandlng restricting the use of or alienation of sucfi energy or services to any cugtomers or tenibriasl (b) enbr into any agreement or understanding requiring the receivlng entity to, give up any other poiler supply allematives or to deny itself any market oppoduniiles; (c) withdraw any,petition to inlervene or forego participation in any proceeding before the Nuclear Regulatory Commbsion or refrain from ins{gating or prosecutirg arry antitrust action in any otherforum. Amendment No.'ft

Change "Applicants" o "Applicant" 2 lppticants, and each of them, shall offer interconnectlons upon reasonable terms and conditions at the_r,eqqgst of gl.y gitrer Cieiiri.-enlilvii;;i";;'" the Combined 9Af99 Company Territories tCtcit,-suir, fnterconnection to be available (with due'relard fol any necessary and appiiiiuie-iai.ti-procedures) .for operation-in a closei-:ry!tgl-i!'nirrron0us operattng-miae i f requested by tht i nterconnecti ng enti tv( ieiJ. - gdrir,ip-oi -trans-mlssion lines and switching statiois assoliatiu-rrih iucr,-ini*"ionnection shall remain in the hands of-tne party funding-tfi.'{ntirconniition

iudjiit, however, to any. necessary

-safety iiocicures ier it ing to di i;ilecti on facilities at the polnt irF powei' bplivery. suc[-iltitattoni on ownership shall be the least'necessary to achleve ieasonable sariiy-prailtces and shall not serve to deprive lurchasing entlties of a means to effect additional pouer suppiy options. r asa by lnsert "s" (31>tll icant+ shall engage in wheeling for and at the reguest of other - entities in the CCCT:- (a) of electric energy from delivery points of Applfcant+ to the entity( ies); and,- (b) of power.generated by or avallable to the other entity, result of its ownership or.enHtlements*-fn-generatini' lf,:t))lli';rllrt:t iverv pornts or Appl icants{iiiigiilEo

l-Yf*!lng.leyices.shal I be available-with respact to any unused capacity on the transmission rines of Applicint+,

ngt ieopardize Applf cants'^system. In tiie ;;ili

f:Ilg se.rvlsei to. othe_rtirrities oue

-[o i;;ii-oi'[ipi;;;ffi eTrected until reductfons of at leaii s percent l:u:"!::n_T11. il transmisiion c;il;ify-qTiil;id; ;; ;iil; ;#iiffi;- 11,.1*::_llgc?gg!q and thereaia;;-;h;r i te mii,'in-i.iiliriiofi'to reductions** imposed upon other Applicant+lr itris prbciialng.

"Entitlement" lncludes but ls not llmited to power made avaflable to an entity pursuant to an exchange agreement.
- Thg. obJectlve of thfs rqufrernnt is. to prevent the pre-emption of unused capaci!r gn the llnes of one Appllcant uy oltri" nppiiiahti or-lv enuties the transmlttinq Applicant deems-nbhcompetii-lve.

-iorripEti6ve entities are to be allowed the-opbbrtunriy io o.i;eiop'"fii[-p*i, i.r[i.es oprions even if rhis allowed the-opbbrtunfty to devel lk power seririces options even if this i:::l::-lT^I*:tllgI?trbn-gf cnico'(c"nf'Ii"A;.q-?i*i'-ciS.iliiitioi"eiouii v. r t. v Y l.,

Irl:Ti::1gl^:h11nil:i.

M s. rer rei i s requi rga in"oiaer-il ;;;i; pili;[iation of the effects of Applicantgl lllegatiy stistained domlnanii. Change "Applicants" "Applicant" '7

hange "Applicants" "Applicant" 3 Appl lcagts shal I make reasonable provisions for disclosed transmission requirelftents of other entities in the CCCT in planning future trans-mission either individually or within the CAPCb grouping, By udisclosed', is meant the.giving gf.reasonable advance notifilatibn 6t fuiure requiie-(4) Hl:^l{^entities utilizlng wheeling services to be made aviiiaUte-dy (a) $Oplicants shal I make available membership 'in the CCCT with a system capabllity of lb I N l-fr CAPCO to any entlty or greater; of entrance.** Following the twelf or enEranc.-- fof lowing the twelfth year of entrancer ne11l members shall bq expected to adhire to such aliocatlon-mitiiodi-ai-ire-I["n as are then emplg{ed by CAPC0 (subiect to equal opportuniiy ior natver-oi ipecial consideration granted to orlginal CAPCb memberi ulhich then ire in effect). (c) (b) A group.of entities with an lggregate system capabllfty of 10 l,1d 0r greater may obtain a single menbership ln CAitC0 on i collective bas i s;* Enti.ties applying for membershlp in CAPC0 pursuant to Lfcense Condltion 4 shall become mernber! subject tb the terms anO con-ditions of the CAPC0 l'lemorandum of Understandlng of ieptemUer f+, 1967r and its.imptementing agreementsi eicept ifiai ne]r members may elect to.partlclpate on an gqual percintage'of reierve basli ialtrern than a p/ry allocailon formula for'a perloi of twelve yeiri iro, date of entrance.** Following the twelftii vear of enirance. nes members

8.9., ltholesale Custorner of 0hio Edlson (l,lC0E).
- The selection of the lZ-year perlod reflects our deterrnination that an igjl:$Tt.period is necessaiy_sihce the p/N formuia trii-a rriign{reO-eriect ot discriminating agalnst small systems and forcing them to forigo economies of scale in genera_tion in order t-o avold carryfng ixcesslve tevefi oi-i:iieiies.

He also founi the P/t{ fs not-entirely-frratlonal-as a method of reserve allo-cation. l{e have observed that Applllants themselves piovfOeo-adJuitrnent"- periods and waivers to integrate'tertaln Appllcants tirto tfri CnplO reierye TelYlrement program: Tlte lZ-year perlod sirbuld pirmtt-nen iniiants to avold initial dlscrimination but to acconmodate_and adiust to the CAPC0 system over some reasonable perlod of tlnre. Presumably new intrants rlll be ac[uiring ownership shares and entltlenpnts durlng the 12-yexr perlod so that'iCviiie consequences of applying the p/if fonnula ylll be-mltlgated.

Change "Applicants" to "Applicant" 4 pursuant to this provision of relief exercise votfng rights untit such tlme of the joining member equals or exceeds the smallest member of CApCO which enjoys pursuant to the CApC0 aqree-or (b) to non-Appl icant 6ntliles (d) ilew members joininq CAPC0 shall not be entitled to g: the system capability the system capabi I ity o? voting rights.* gblfPll::l!*.:g l -:91I tqi ntenance power_to resuestins entities tn the i' ;'ffi I lfillT; ilii"'jl,i:ili:'il1fl

ilj::';;olT,llt*

r r r : r l r ^ r r r q l l ^ L l ^. , - l r make avallable: to each other either (a ) r a consruction pennit Wppl icant+ shill sel I economy energy to reguesillg enttties ln the CCCT, 'when aytilable, 0n terms and-condiiioni no-iess favorable than those avallable: (t) to each other eitherlfiuriu.nt to irri cnico-ag;e*ilInit or pursuant to bilateral contracti or (b) to non_nppiiiant entities outslde the CCCT. (6) (8) ments.or pursuant to bilateral contract; outside the CCCT. flttlirtt

!111 tqll.ernersency poler to r:equesilns enililes in the cccT

llT:.ll,rrdi!ign:,::'o rl::. ravorable

'than tf,oi! nppii.intr male availabler (ll to each other eithei. fursuant to td-inpbb'agr..**nts or pursuant to bilateral contract; or (b) to non_Appiicant entitles outslde pursuant to bilateral contract; or (b) to non_nppiicant entiHes outslde the CCCT. any other nuclear units for whl to entities in the CCCT access to the Pemy L and 2 nuclear units and . Appllcants or any of themr shall r operating I icense durlng the Applicants shall share reserves with aly interconnected^generation entity in the cccT upon request. Tha requesli"ng

tiii ir,.ii-rrive-iil option of sharing-reserves-on an equal peridntige Sasis o-r uv ut. of the cApc0 p/ll allocation formula or on any bttrer ruiuaiii'igrl.i'ble basis.

Applicants shall make available the Davis-Besse l, ? and 3 and

our obiective is to prevent impedlmentt-

!o the operation and developnent of an area-wlde power pooi through t!. inauiliiv-o-i ilsser en66es to respond timelv or to nake nbcessafJ nTanlilg'iorunitr[nts. -uhiie nli'iriitt ner member entities th_e riii i,I-sri;'ffifjt{ :i iiffil?ili1ll":o:i: ll' l;.t?j*i;.jl*lj,;i; the successful -operation of.the'pili: ror-irroie iirf ler enfiiles which do not lvfsh to assume the broad ranle of gbiigitions-issoclated wfth cApgg member-ship we have provided for access to uuli p6*.r-iiruice options uhich wl1 further their ability to survive and otiei-corpiiiiton in the ci;i:" v'r

-5 nefl 25 years. Such access, at the option of the requesting entity' shall be on an ownership sharer oF unit parti;ipaiiin 0r contractual-pre-purchase of power bisis.* faln "equiiiino e1t1!v {or co'tlecuve sroup of Iniltiei) riv ouiiin';;-;;"iili of, the capacilv pf the-Davis-aesie inJ-ie.ri [niir and ?0s of future units. (subject to.the. 2S-year tinritati;;j except that gnce-lny ellity gf entities have contracted for alf oii{i;il-totaling 1Of,.0r zOxr FSpctivelyr no iuritrer-paiti;iilii; tn any given unlts need be bffered.- (b) Conmitments for the Davis-Besse and Peryy Unlts nrust be made by lequesti!9 entities rllthin two years aftir this Oeiision"'[eio*es final. conmitments for future lrntti nust ue mice ;itii; tilr.r, after a construction pennlt appl fcation-is-iiiiC-wigr rlsi..t' to Irffi.*-t iill'.'r[:' le$iiiT; l":fi.3i;ff':,llilTlilll.ltr'llil,il;.till: of Applicantsilltni.io cdnstruci the uirtt, r*triitrever is earller; I proviiei'-lgqgr, that the irme-f;; making the comnttrcnt shall @ilatleastthreemonthsatc6r_t[e-iili'g-;;;il; aPpl lcation for a construclJon pirmit. lJhere an Appiii.ni i.irr to operate a P9]eal.plant Ulh relpect to rhtch tt diA not frave-un interest at the time of filing the appiiiition'ior irre-ioniiruction permit' the time perlods for iormitmlhts itait $ gie-sim*-jxc.pt that reference should be to the operiiing-iiiense, ngt the construction permi t, 4ppllcants shall sell wholesale power !CCT, ln amounts needed to meet itt or The choice as to whether the agree*ent to any reguesting entity ln the gntily's requirements should bi made by Appl fcants. part of such entity's requfrements. should coyer al I or part -of the the entity, not the Applfcant or

Requesting entifiesr electiona:_tg tle type of access may be affected by provigfols of State law relating PrsYrsrons or state law relating -to dual ownersirip of generition facliiiii!

by munlci.paf f tles and lnvestor-own6d utriitrei;- iilh iiri-frii-ir,iiig, durinq the llrunrcrpa I IEIes and lnvestot'olrDd utll ltles. Such l.q"i-may change during-l1e period of appl icabi.l ity of these condiilons: fi;;roiiigrv, -,ri iirow requ-sting entities to be guided by releyant leoal end r;iriii'r Fnneir{a*}{a-- /i--t..rr-entities to be guided by relevant enErEres Eo De gulded by relevant leoal and financlat ioniiderafions Iiniiriing Cormlssion regulations 6n nuclear ooi". olant oynenshtnt {n frchian{na }harrr requests. power plant ownership) ln fashionfn{ thefr Change "Applicants" to "Applicant"

Change "Applicants" to "Applicant" 6 (11)These conditions are intended as mininum conditions and do not reglggAppl icants from offering add!tiona'f nhoiesale power-Jr coordin{tion services to entitlei within or without the'CCCT, HoweYer.n ApplJcaltg shall not deny wholesale porr or co6rdina6on

Srvig:5 Fqulred by these condltions to non-ilppllcant eniltles in the CCCT baied upon prior cormltments arrived ii ln the CApCo-HBno-randum of Understanding or implementlng agreements.

Such denlii shalt !9 ftg.rded as inconsiitent wittr the pirp6se ane intent of theie con-di ti ons. The above conditions are to be implemented in a manner conslstent with the.provisions of the Federai Porer Act and aii-rrt*i,'ifriig.t 0r practices in connection therewith ar? to be subiect to ihe ipfrovaf of regulatory agencies havlng Jurisdlction over thim.

For Information Only UNITED STATES NUCLEAR REGULATORY COMMISSION WASHTNGTON. D.C. 29555-0001 FIRSTENERGY NUCLEAR OPERATING COMPANY FIRSTENERGY NUCLEAR GENERATION. LLC DOCKET NO. 50-440 PERRY NUCLEAR POWER. PLANT. UNIT NO. 1 FACILITY OPERATI NG LICENSE License No. NPF-58

1. The Nuclear Regulatory Commission (the Commission) has found that:

The application for license filed by FirstEnergy Nuclear Operating Company (FENOC)I acting on its own behalf and as agent for FirstEnergy Nuclear Generation, LLC (licensees) complies with the standards and requirements of the Atomic Energy Act of 1954, as amended (the Act), and the Commission's regulations setforth in 10 CFR Chapter l, and all required notifications to other agencies or bodies have been duly made; Construction of the Perry Nuclear Power Plant, Unit No. 1 (the facility), has been substantially completed in conformity with Construction Permit No. CPPR-148 and the application, as amended, the provisions of the Act, and the regulations of the Commission; lFENOC is authorized to actas agentfor FirstEnergy NuclearGeneration, LLC and has exclusive responsibility and control over the physical construction, operation, and maintenance of the facility. A. B. Amendment No. TBD

For Information Only l. The facility will operate in conformity with the application, as amended, the provisions of the Act, and the regulations of the Commission (except as exempted from compliance in Section 2.D below); There is reasonable assurance: (i) that the activities authorized by this operating license can be conducted without endangering the health and safety of the public, and (ii) that such activities will be conducted in compliance with the Commission's regulations set forth in 10 CFR Chapter l (except as exempted from compliance in Section 2.D below); The FirstEnergy Nuclear Operating Company is technically qualified to engage in the activities authorized by this license in accordance with the Commission's regulations set forth in 10 CFR Chapter l; The licensees have satisfied the applicable provisions of 10 CFR Part 140, "Financial Protection Requirements and Indemnity Agreements," of the Commission's regulations; The issuance of this license will not be inimical to the common defense and security or to the health and safety of the public; After weighing the environmental, economic, technical, and other benefits of the facility against environmental and other costs and considering available alternatives, the issuance of this Facility Operating License No. NPF-58, subject to the conditions for protection of the environment set forth in the Environmental Protection Plan attached as Appendix B, is in accordancewith 10 CFR Part 51 of the Commission's regulations and all applicable requirements have been satisfied; and The receipt, possession, and use of source, byproduct, and special nuclear material as authorized by this license will be in accordance with the Commission's regulations in 10 CFR Parts 30, 40, and 70.

2. Based on the foregoing findings regarding this facility, the Partial-lnitial Decisions issued December 2,1983, and September 3, 1985, by the Atomic Safety and Licensing Board in regard to thisfacility (affirmed byALAB-U1, dated July 25, 1986) and pursuantto approval by the Nuclear Regulatory Commission at a meeting on November7,1986, Facility Operating License No. NPF-58, which supersedes the license for fuel loading and low power testing, License No. NPF-45, issued on March 18, 1986, is hereby issued to FirstEnergy Nuclear Operating Company and FirstEnergy Nuclear Generation, LLC, (the licensees) to read as follows:

A. The license applies to the Perry Nuclear Power Plant, Unit No. 1, a boiling water nuclear reactor and associated equipment (the facility), owned by FirstEnergy Nuclear Generation, LLC (owner). c. D. E. F. G. H. Amendment No. TBD

For Information Only The facility is located on the shore of Lake Erie in Lake County, Ohio, approximately 35 miles northeast of Cleveland, Ohio, and is described in the licensees' Final Safety Analysis

Report, as supplemented and amended, and in the licensees' Environmental

Report, as supplemented and amended.

B. Subject to the conditions and requirements incorporated herein, the Commission hereby licenses: (1) FENOC, puFuant to Section 103 of the Act and 10 CFR Part 50, to possess, use, and operate the facility at the designated location in Lake County, Ohio, in accodance with the procedurea and limitations set torth in this license: FirstEnergy Nuclear Generation, LLC to possess the facility at the designated location in Lake County, Ohio, in accordance with the procedures and limitations set forth in this license; FENOC, pursuant to the Act and 10 CFR Part 70, to receive, possess, and use at any time special nuclear material as reactor fuel, in accordance with the limitations for storage and amounts required for reactor operation, as described in the Final Safety Analysis Report, as supplemented and amended; FENOC, pursuant to the Act and 10 CFR Parts 30, 40, and 70, to receive, possess, and use at any time any byproduct, source, and special nuclear material such as sealed neutron sources for reactor startup, sealed sources for reactor instrumentation and radiation monitoring equipment calibration, and fission detectors in amounts as required; FENOC, pursuant to the Act and 10 CFR Parts 30, 40, and 70, to receive, possess, and use in amounts as required any byproduct, source or special nuclear material without restriction as to chemical or physical form, for sample analysis or instrument calibration or associated with radioactive apparatus or components; and FENOC, pursuant to the Act and 10 CFR Parts 30, 40, and 70, to possess, but not separate, such byproduct and special nuclear materials as may be produced by the operation of the facility. (7) Deleted Amendment No. TBD (2) (3) (4) (5) (6)

For lnformation Only C. This license shall be deemed to contain and is subject to the conditions specified in the Commission's regulations setforth in 10 CFR Chapter I and is subjectto all applicable provisions of the Act and to the rules, regulations, and orders of the Commission now or hereafter in effect; and is subject to the additional conditions specified or incorporated below: (1) Maximum Power Level FENOC is authorized to operate the facility at reactor core power levels not in excess of 3758 megawatts thermal (100% power) in accordance with the conditions specified herein. Techn ical Specifi cations The Technical Specifications contained in Appendix A and the Environmental Protection Plan contained in Appendix B, as revised through Amendment No. TBD, are hereby incorporated into the license. FENOC shall operate the facility in accordance with the Technical Specifications and the Environmental Protection Plan. Antitrust Conditions

a. FirstEnergy Nuclear Generation Corp.

4-(2) (3) Amendment No. TBD

For Information Only shall comply with the antitrust conditions delineated in Appendix C to this license; Appendix C is hereby incorporated into this license.

b. FENOC shall comply with the antitrust conditlons delineated in Appendix C to this license as if named therein. FENOC shall not market or broker power or energy from the Perry Nuclear Power Plant, Unit No. 1. The Owner is responsible and accountable for the actions of FENOC to the extent that said actions affect the marketing or brokering of power or energy from the Perry Nuclear Power Plant, Unit No. 1, and in any way, contravene the antitrust condition contained in the license.

(4) Deleted (5) Deleted (6) Fire Protection (Section 9.5. SER. SSER #1. 2. 3. 4. 7. and 8) FENOC shall comply with the following requirements of the fire protection program: FENOC shall implement and maintain in effect all provisions of the approved fire protection program as described in the Final Safety Analysis Report, as amended, for the Perry Nuclear Power Plant and as approved in the Safety Evaluation Report (NUREG-0887) dated May 1982 and Supplement Nos. 1 through 10 thereto, subject to the following provisions:

a. FENOC may make changes to the approved fire protection program without prior approval of the Commission only if those changes would not adversely affect the ability to achieve and maintain safe shutdown in the event of a fire.

(7) Deleted (8) Deleted (9) Deleted (10) Deleted (11) Mitioation Strateov License Condition The licensee shall develop and maintain strategies for addressing large fires and exploslons and that include the follow key areas: (a) Fire fighting response strategy with the following elements:

1.

Predefined coordinated fire response strategy and guidance

2.

Assessment of mutual aid fire fighting assets

3.

Designated staging areas for equipment and materials Amendment No. TBD H. This license is effective as of the date of issuance and shall expire 2026. For Information Only at midnight on March 18,

3. Based on the Commission's Order dated

,2016 regarding the direct transfer from Ohio Edison Company (OE) to FirstEnergy Nuclear Generation, LLC (FENGen), FENOC and FENGen shall comply with the following conditions noted below. On June 1,2016, OE shall transfer to FENGen the accumulated decommissioning funds held by OE for Perry. All such funds shall be deposited and held in FENGen nuclear decommissioning trust for Perry along with the other funds maintained by FENGen for Perry and shall be maintained in such trust outside of FENGen's administrative control and in accordance with the requirements of 10 CFR 50.75(h)(1). The Support Agreement in the amount of $400 million from FirstEnergy Solutions Corp. (FE Solutions) described in the application dated June 30,2015 shall be effective and consistent with the representations in the application. FENGen shall take no action to void, cancel or modify the Support Agreement without the prior written consent of the NRC staff. FENGen shall inform the Director of the Office of Nuclear Reactor Regulation, in writing, no later than 10 working days after any funds are provided to FENGen by FirstEnergy Solutions under the terms of the Support Agreement. B. Amendment No. TBD

C. Deleted Attach ments/Append ices

1. Attachments 1-2

2. Appendix A - Technical Specifications (NUREG-PA4)

3. Appendix B - Environmental Protection Plan

4. Appendix C - Antitrust Conditions Date of lssuance: November 13, 1986 For Information Only FOR THE NUCLEAR REGULATORY COMMISSION ORIGINAL SIGNED BY:

Harold R. Denton, Director Office of Nuclear Reactor Regulation Amendment No. TBD

APPENDIX C For Information Only PERRY NUCLEAR POWER PLANT. UNIT NO. 1 NPF.58 ANTITRUST CONDITIONS FOR FIRSTENERGY NUCLEAR GENEMTION. LLC A. The licensees are subject to the following antitrust conditions: Definitions Applicant shall mean the company listed above. Entitv shall mean any elecfuic generation and/or distribution system or municipality or cooperative with a statutory right or privilege to engage in either of these functions. \\Mreelino shall mean transportation of electricity by a utility over its lines for another utility, including the receipt from and delivery to another system of like amounts but not necessarily the same energy. Federal Power Commission, The 1rualigl3lPgggls!rygy, Paft 1, P. 1-24-8. Licensino Conditions (1) Applicant shall not condition the sale or exchange of wholesale power or coordination services upon the condition that any other entity: (a) enter into any agreement or understanding restricting the use of or alienation of such energy or services to any customers or territories; (b) enter into any agreement or understanding requiring the receiving entity to, give up any other power supply alternatives or to deny itself any market opportunities; (c) withdraw any petition to intervene or forego participation in any proceeding before the Nuclear Regulatory Commission or refrain from instigating or prosecuting any antitrust action in any other forum. Amendment No. TBD

For Information Only Applicant, and each of them, shall offer interconnections upon reasonable terms and conditions at the request of any other electric entity(ies) in the Combined CAPCO Company Territories (CCCT), such interconnection to be available (with due regard for any necessary and applicable safety procedures) for operation in a closed-switch synchronous operating mode if requested by the interconnecting entity(ies). Ownership of trans-mission lines and switching stations associated with such interconnection shall remain in the hands of the party funding the interconnection

subject, however, to any necessary safety procedures relating to disconnection facilities at the point of power delivery. Such limitations on ownership shall be the least necessary to achieve reasonable safety practices and shall not serve to deprive purchasing entities of a means to effect additional power supply options.

Applicant shall engage in wheeling for and at the request of other entities in the CCCT: (a) of electric energy from delivery points of Applicant to the entity(ies); and, (b) of power generated by or available to the other entity, as a result of its ownership or entitlements* in generating facilities, to delivery points of Applicant designated by the other entity. Such wheeling services shall be available with respect to any unused capacity on the transmission lines of Applicant, the use of which will not jeopardize Applicant's system. ln the event Applicant must reduce wheeling services to other entities due to lack of capacity, such reduction shall not be effected until reductions of at least 5 percent have been made in transmission capacity allocations to other Applicants in these proceedings and thereafter shall be made in proportion to reductions** imposed upon other Applicant to this proceeding. "Entitlement" includes but is not limited to power made available to an entity pursuant to an exchange agreement.

- The objective of this requirement is to prevent the pre-emption of unused capacity on the lines of one Applicant by other Applicants or by entities the transmitting Applicant deems noncompetitive. Competitive entities are to be allowed the opportunity to develop bulk power services options even if this results in re-allocation of CAPCO (Central Area Power Coordination Group) transmission channels. This relief is required in order to avoid prolongation of the effects of Applicant's illegally sustained dominance. (2)

(3) Amendment No. TBD For Information Only Applicant shall make reasonable provisions for disclosed transmission requirements of other entities in the CCCT in planning future trans-mission either individually or within the CAPCO grouping. By "disclosed" is meant the giving of reasonable advance notification of future require-ments by entities utilizing wheeling services to be made available by Applicant. (4) (a) Applicant shall make available membership in CAPCO to any entity in the CCCT with a system capability of 10 Mw or greater; (b) A group of entities with an aggregate system capability of 10 Mw or greater may obtain a single membership in CAPCO on a collective basis;* (c) Entities applying for membership in CAPCO pursuant to License Condition 4 shall become members subject to the terms and con-ditions of the CAPCO Memorandum of Understanding of September 14, 1967, and its implementing agreements; except that new members may elect to participate on an equal percentage of reserve basis rather than a P/N allocation formula for a period of twelve years from date of entrance.** Following the twelfth year of entrance, new members shall be expected to adhere to such allocation methods as are then employed by CAPCO (subject to equal opportunity for waiver or special consideration granted to original CAPCO members which then are in effect). E.9., \\tVholesale Customer of Ohio Edison (WCOE). The selection of the 12-year period reflects our determination that an adjustment period is necessary since the P/N formula has a recognized effect of discriminating against small systems and forcing them to forego economies of scale in generation in order to avoid carrying excessive levels of reserves. We also found the P/N is not entirely irrational as a method of reserve allo-cation. We have observed that Applicants themselves provided adjustment periods and waivers to integrate certain Applicants into the CAPCO reserve requirement program. The 12-year period should permit new entrants to avoid initial discrimination but to accommodate and adjust to the CAPCO system over some reasonable period of time. Presumably new entrants will be acquiring ownership shares and entitlements during the 12-year period so that adverse consequences of applying the P/N formula will be mitigated. Amendment No. TBD

4-For Information Only (5) (d) New members joining CAPCO pursuant to this provision of relief shall not be entitled to exercise voting rights until such time as the system capability of the joining member equals or exceeds the system capability of the smallest member of CAPCO which enjoys voting rights.* Applicant shall sell maintenance power to requesting entities in the CCCT upon terms and conditions no less favorable than those Applicants make available: (a) to each other either pursuant to the CAPCO agree-ments or pursuant to bilateral contract; or (b) to non-Applicant entities outside the CCCT. Applicant shall sell emergency power to requesting entities in the CCCT upon terms and conditions no less favorable than those Applicants make available: (a) to each other either pursuant to the CAPCO agreements or pursuant to bilateral contract; or (b) to non-Applicant entities outside the CCCT. Applicant shall sell economy energy to requesting entities in the CCCT, when available, on terms and conditions no less favorable than those available: (a) to each other either pursuant to the CAPCO agreements or pursuant to bilateral contract; or (b) to non-Applicant entities outside the CCCT. Applicant shall share reserves with any interconnected generation entity in the CCCT upon request. The requesting entity shall have the option of sharing reserves on an equal percentage basis or by use of the CAPCO P/N allocation formula or on any other mutually agreeable basis. (a) Applicant shall make available to entities in the CCCT access to the Davis-Besse 1, 2 and 3 and the Perry 1 and 2 nuclear units and any other nuclear units for which Applicant or any of them, shall apply for a construction permit or operating license during the (6) (7) (8) (e) Our objective is to prevent impediments to the operation and development of an area-wide power pool through the inability of lesser entities to respond timely or to make necessary planning commitments. \\Mile we grant new member entities the opportunitv to participate in CAPCO it is not our intent to relieve joining entities of responsibilities and obligations necessary to the successful operation of the pool. For those smaller entities which do not wish to assume the broad range of obligations associated with CAPCO member-ship we have provided for access to bulk power service options which will further their ability to survive and offer competltion in the CCCT. Amendment No. TBD For Information Only next 25 years. Such access, at the option of the requesting enti$, shall be on an ownership share, or unit participation or contractual pre-purchase of power basis.* Each requesting entity (or collective group of entities) may obtain up to 10o/o of the capacity of the Davis-Besse and Perry Units and 20o/o of future units (subject to the Z5-year limitation) except that once any entity or entities have contracted for allocations totaling 10% or 20o/o, respectively, no further participation in any given units need be offered. (b) Commitments for the Davis-Besse and Perry Units must be made by requesting entities within two years after this decision becomes final. Commitments for future units must be made within two years after a construction permit application is filed with respect to such a unit (subject to the Z5-year limitation) or within two years after the receipt by a requesting entity of detailed wriften notice of Applicant's plans to construct the unit, whichever is earlier; provided, however, that the time for making the commitment shall not expire until at least three months after the filing of the application for a construction permit. \\Mrere an Applicant seeks to operate a nuclear plant with respect to which it did not have an interest at the time of filing the application for the construction permit, the time periods for commitments shall be the same except that reference should be to the operating license, not the construction permit. (10) Applicant shall sell wholesale power to any requesting entity in the CCCT, in amounts needed to meet all or part of such entity's requirements. The choice as to whether the agreement should cover all or part of the entity's requirements should be made by the entity, not the Applicant or Applicants. Requesting entities' election as to the type of access may be affected by provisions of State law relating to dual ownership of generation facilities by municipalities and investor-owned utilities. Such laws may change during the period of applicability of these conditions. Accordingly, we allow requesting entities to be guided by relevant legal and financial considerations (including Commission regulations on nuclear power plant ownership) in fashioning their requests. Amendment No. TBD For Information Only (1 1) These conditions are intended as minimum conditions and do not preclude Applicant from offering additional wholesale power or coordination services to entities within or without the CCCT. However, Applicant shall not deny wholesale power or coordination services required by these conditions to non-Applicant entities in the CCCT based upon prior commitments arrived at in the CAPCO Memo-randum of Understanding or implementing agreements. Such denial shall be regarded as inconsistent with the purpose and intent of these con-ditions. The above conditions are to be implemented in a manner consistent with the provisions of the Federal Power Act and all rates, charges or practices in connection therewith are to be subject to the approval of regulatory agencies having jurisdiction over them. Amendment No. TBD

Exhibit B Page 1 EXHIBIT B NO SIGNIFICANT HAZARDS CONSIDERATION DETERMINATION The proposed changes to the license are administrative in nature. The proposed changes delete the references in the license to the Transferor and change them to FirstEnergy Nuclear Generation, LLC (FENGen). In its regulations, at 10 CFR 2.1315, the Nuclear Regulatory Commission (NRC) has made a generic determination regarding no significant hazards consideration (NSHC) determinations required by 10 CFR 50.92. The determination is applicable to license amendments involving license transfers. In brief, the rule states that the NRC has determined that an amendment to the license of a utilizationfacility that does no more than conform the license to reflectthe transfer action involves NSHC. The proposed changes contained in this license amendment application are intended solely to conform the PNPP Operating License to reflect the change in ownership as a result of the license transfers and thus meet the criteria specified by 10 CFR 2.1315.

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Exhibit E Page 1 EXHIBIT E General Corporate Information Regarding FENGen and lts Parent Companies NAME: FirstEnergy Corp. STATE OF INCORPORATION: Ohio BUSINESS ADDRESS: 76 South Main Street Akron, OH 44308 DIRECTORS: Paul T. Addison Michael J. Anderson William T. Cottle Robert B. Heisler, Jr. Julia L. Johnson Charles E. Jones Ted. J. Kleisner Donald T. Misheff Ernest J. Novak, Jr. Christopher D. Pappas Luis A. Reyes George M. Smart Jerry Sue Thornton EXECUTIVE PERSONNEL Charles E. Jones, President and Chief Executive Officer (cEo) James F. Pearson, Senior Vice President and Chief Financial Offrcer (CFO) Leila L. Vespoli, Executive Vice President, Markets and Chief Legal Officer Rhonda S. Ferguson, Vice President and Corporate Secretary Steven R. Staub, Vice President and Treasurer K. Jon Taylor, Vice President, Controller and Chief Accountine Officer

Exhibit E Page 2 NAME: FirstEnergy Solutions Corp. STATE OF INCORPORATION: Ohio BUSINESS ADDRESS: 341 White Pond Drive Akron. OH 44320 DIRECTORS: Charles E. Jones James H. Lash James F. Pearson EXECUTIVE PERSONNEL: Donald R. Schneider, President Leila L. Vespoli, Executive Vice President, Markets and Chief Legal Officer James F. Pearson, Senior Vice President and CFO Rhonda S. Ferguson, Vice President and Corporate Secretary James G. Garanich, Vice President, Tax James G. Mellody, Vice President, Fuel and Unit Dispatch Donald A. Moul, Vice President, Commodity Operations Trent A. Smith, Vice President, Sales and Marketing Robert P. Reffner, Vice President and General Counsel Steven R. Staub, Vice President and Treasurer K. Jon Taylor, Vice President and Controller Kevin T. Warvell, Vice President, Commercial Operations, Structuring and Pricing

Exhibit E Page 3 NAME: FirstEnergy Nuclear Generation, LLC STATE OF INCORPORATION: Ohio BUSINESS ADDRESS: 76 South Main Street Akron. OH 44308 DIRECTORS: Samuel L. Belcher Charles E. Jones James H. Lash EXECUTIVE PERSONNEL Samuel L. Belcher, President and Chief Nuclear Officer Leila L. Vespoli, Executive Vice President, Markets and Chief Legal Officer Paul A. Harden, Senior Vice President and Chief Operating Officer Raymond A. Lieb, Senior Vice President, Fleet Engineering James F. Pearson, Senior Vice President and CFO Mark B. Bezilla, Vice President, Fleet Oversight George J. Farah, Vice President, Generation Projects Rhonda S. Ferguson, Vice President and Corporate Secretary James G. Garanich, Vice President, Tax Robert P. Reffrrer, Vice President and General Counsel Steven R. Staub, Vice President and Treasurer K. Jon Taylor, Vice President and Controller

Exhibit F Page 1 FORM OF SUPPORT AGRBEMENT BETWEEN FIRSTENERGY SOLUTIONS CORP. AND FIRSTENERGY NUCLEAR GENERATION, LLC THts Supponr AcneBvENT. dated as of , 2015 between FirstEnergy Solutions Corp., an Ohio corporation ("Parent"), and FirstEnergy Nuclear Generation LLC an Ohio limited liability company ("Subsidiary"), WITNESSETH: WHpnEns, Parent is the direct owner of 100Yo of the outstanding interests in the Subsidiary; WHeRnAS, the Subsidiary owns certain Nuclear Power Station, Units Nos. l & 2, Perry Davis-Besse Nuclear Power Station. Unit No. I and assets located at the Beaver Valley Nuclear Power Plant, Unit No. 1, and ("BVPS," ooPerry" and Davis-Besse"); WupnEes, Parent and the Subsidiary desire to take certain actions to assure the Subsidiary's ability to pay the pro rata expenses of operating BVPS, Perry and Davis-Besse safely and protecting the public health and safety (the "Operating Expenses") and to meet Nuclear Regulatory Commission ("NRC") requirements during the operating life of the BVPS, Perr), and Davis-Besse units (the "NRC Requirements"). Now, THenepoRE, in consideration of the mutual promises herein contained, the parties hereto agree as follows:

1.

Availability of Funding. From time to time, upon request of Subsidiary, Parent shall provide or cause to be provided to Subsidiary such funds as the Subsidiary determines to be necessary to pay Operating Expenses and meet NRC Requirements; provided, however, in any event the aggregate amount which Parent is obligated to provide under this Agreement shall not exceed $400 million.

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

Exhibit F Page 2 Subsidiary. This Agreement may, however, be relied upon by the NRC in determining the financial qualifications of the Subsidiary to hold the operating licenses for BVPS, Perry, and Davis-Besse.

3.

I4/aivers. Parent hereby waives any failure or delay on Subsidiary in asserting or enforcing any of its rights or claims or demands hereunder. the part of the in making any 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 Subsidiary. This Agreement shall also terminate with respect to the Operating Expenses and NRC Requirements applicable to BVPS, Perry, and Davis-Besse at such time as BVPS, Perry, and Davis-Besse pelmanently cease cornmercial operations. 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, rilrd shall not confer or be deemed to confer upon any other such person any benefits, rights, or remedies hereunder. Other Support Agreement. This Agreement supercedes any other Support Agreement, if any exists prior to the date hereof, between Parent and Subsidiary to provide funding when necessary to pay Operating Expenses and meet NRC Requirements for BVPS, Perry or Davis-Besse, and any such other Support Agreement 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 t herein and shall not be cumulative with any other Support Agreement. Governing Law. This Agreement shall be governed by the laws of the State of Ohio. 5. 7. 8.

Exhibit F Page 3 IN Wtrxpss 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. FirstEnergy Solutions Corp. By:

Exhibit G Page 1 Operating Revenues Operating Expenses: Fuel Purchased Power O&M Expenses General Taxes Depreciation Total Operating Expenses Operating Income Other I ncome/(Expenses) Investment Income Interest Expense AFUDC2 Total Other Expense, net Income Before Income Taxes Income Taxes Net Income EXHIBIT G (Non-Proprietary Vercion) (t) FirstEnergy Nuclear Generation, LLG Pro Forma lncome Statements ($ in millions) 2016 2017 rr rl rl tl rl rl rl Il t] I1 t1 I1 t1 I1 t1 Ilt ttl I I I rl rl rl tl t 11 rl tl t] tI Note: (1) Information contained within the brackets [ ] is considered proprietary. (2) AFUDC = Allowance for Funds Used During Construction

Enclosure B L-15-195 Affidavit (2 pages follow)

r0 cFR 2.390 AFFIDAVIT OF PAUL A. HARDEN I, Paul A. Harden, Senior Vice President and Chief Operating Officer state that: I. I am authorized to execute this affrdavit on behalf of FirstEnergy Nuclear Operating Company (FENOC) and its affiliates.

2.

FENOC is providing information in support of its "Application for Order Consenting to Transfer of License and Approving Conforming License Amendments." The Proprietary Version of Exhibit G being provided in the enclosure to this submittal contains financial pro forma statements related to anticipated revenues from sales of energy and capacity from Perr)'Nuclear Power Plant (PNPP) and confidential information regarding anticipated assets, liabilities and capital structure at the time of transfer. These documents constitute proprietary commercial and financial information that should be held in confidence by the Nuclear Regulatory Commission (NRC) pursuant to the policy reflected in 10 CFR 2.390(a)(a) and 10 CFR 9.17(d@), because:

a.

This information is and has been held in confidence bv FENOC and its affiliates.

b.

This information is of a type that is held in confidence by FENOC and its affiliates, ffid there is a rational basis for doing so because the information contains sensitive financial competitive information concerning FENOC's affiliates' anticipated revenues and operating expenses. This information is being transmitted to the NRC in confidence. This information is not available in public sources and could not be gathered readily from other publicly available information. Public disclosure of this information would create substantial harm to the competitive position of FENOC by disclosing its internal financialproforma statements and the cornmercial terms of a unique transaction to other parties whose commercial interests may be adverse to those of FENOC. d.

3.

Accordingly, FENOC requests that the designated documents be withheld from public disclosure pursuantto the policy reflected in 10 CFR 2.390(a)(a) and r0 cFR e.r7($$). FirstEnergy Nuclear Operating Paul A. Harden Senior Vice President and Chief Operating Officer srArE oF (0ft)4 crryoe fu Subscribed and sworn to me, a Notary Public, in and for the County and State above named, this b daY of 9492015' U r)- My Commission Expires:/z-A '-lq ffiS.Fhttl t{oEYRilc'$hhdffi My Comr*cm EPiEs t2{B'2t}19}}

v t e Letter Sequence Request
CAC:MF6412, Generic Letter 2008-01, Managing Gas Accumulation (Approved, Closed) TAC:MF6412, (Open)
Initiation Request, Request Acceptance... Administration Questions 18 December 2015 Answers Results Approval, Approval Other: L-16-188, Amendment No. 6 to Indemnity Agreement No. B-98, ML16078A092, ML16083A512
MONTHYEAR2015-09-23 [Table View]

L-15-195, Application for Order Consenting to Transfer of Licenses and Approving Conforming License Amendments

Text

SUBJECT:

Enclosures:

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