RC-18-0006, Independent Spent Fuel Storage Installation Re Application for Order Approving Indirect Transfer of Control of Operating License and Combined Licenses
| ML18025C035 | |
| Person / Time | |
|---|---|
| Site: | 07201038, Summer  |
| Issue date: | 01/25/2018 |
| From: | Archie J Dominion Energy Co, SCANA Corp, South Carolina Electric & Gas Co |
| To: | Document Control Desk, Office of Nuclear Material Safety and Safeguards, Office of New Reactors, Office of Nuclear Reactor Regulation |
| References | |
| RC-18-0006 | |
| Download: ML18025C035 (22) | |
Text
- SCE&G@
A SCANA COMPANY Document Control Desk U.S. Nuclear Regulatory Commission Washington, DC 20555-0001 Dominion Energy~"
January 25, 2018 RC-18-0006 10 CFR 50.80 10 CFR 72.50
Subject:
VIRGIL C. SUMMER NUCLEAR STATION (VCNS), UNITS 1, 2 AND 3 INDEPENDENT SPENT FUEL STORAGE INSTALLATION DOCKET NOS. 50-395,52-027, 52-028 AND 72-1038
. OPERATING LICENSE NO. NPF-12 COMBINED LICENSE NOS. NPF-93 AND NPF-94 APPLICATION FOR ORDER APPROVING INDIRECT TRANSFER OF CONTROL OF OPERATING LICENSE AND COMBINED LICENSES
References:
- 1. Letter from Jeffrey B. Archie to NRC, V. C. Summer, Units 2 and 3 - Notification of Termination of Project Construction, dated August 17, 2017 (ML17229B487)
- 2. Letter from Jeffrey B. Archie to NRC, V. C. Summer, Units 2 and 3 - Withdrawal of VCSNS Unit 2&3 COLs, dated December 27, 2017 (ML17361A088)
In accordance with Section 184 of the Atomic Energy Act of 1954, as amended, 10 CFR 50.80 and 10 CFR 72.50, South Carolina Electric & Gas Company (SCE&G), acting for itself and its parent company, SCANA Corporation (SCANA), and Dominion Energy, Inc. (Dominion Energy)
(together, Applicants), hereby request written consent approving the indirect transfer of control of Operating License No. NPF-12 and Combined License Nos. NPF-93 and NPF-94, Docket Nos. 50-395,52-027, 52-028, and 72-1038 for the Virgil C. Summer Nuclear Station
{VCSNS), Unit 1, 2 and 3 and its Independent Spent Fuel Storage Installation (ISFSI) (together, the Licenses). The indirect transfer arises from an "Agreement and Plan of Merger" dated January 2, 2018.
The proposed transaction involves a merger between Dominion Energy and SCANA. The merger transaction will be accomplished through the merger of SCANA with Sedona Corp.
{Sedona), a South Carolina corporation and subsidiary of Dominion Energy formed for the sole purpose of merging with SCANA. The acquisition by Dominion Energy of SCANA will be effected by the merger of Sedona with and into SCANA, with SCANA being the surviving corporation.
Document Control Desk RC-18-0006 Page 2 of 7 Effective upon such merger, SCANA will be a direct wholly-owned subsidiary of Dominion Energy1 and the former shareholders of SCANA will be shareholders of Dominion Energy.
The proposed merger is an all~stock transaction, in which each share of SCANA common stock will be cancelled and SCANA stockholders will receive in exchange for each share of SCANA common stock 0.669 shares of Dominion Energy common stock. After closing the proposed transaction, the Dominion Energy shareholders will own an estimated 87% of the combined company, and the current SCANA shareholders will own an estimated 13%. Dominion Energy will indirectly own 100% of SCE&G through its wholly-owned subsidiary SCANA. The Dominion Energy Board of Directors will remain in place, but Dominion Energy intends to appoint a current member of SCANA 1s board of directors or executive management, mutually agreeable to Dominion Energy and SCANA, as a director to serve on its board of directors.
SCANA would operate as a wholly owned subsidiary of Dominion Energy. It would maintain its significant community presence and the headquarters of its SCE&G utility in South Carolina.
NRC's approval is required for the resulting indirect transfer of control of the Licenses held by SCE&G (proposed indirect transfer).
In Reference 1, SCE&G notified the NRC that it had terminated project construction for VCSNS Units 2 and 3, and in Reference 2, SCE&G requested NRC approval of the withdrawal of the combined licenses (CO Ls) for VCSNS Units 2 and 3. SCE&G also indicated that it would cede its abandoned interest to South Carolina Public Service Authority (nsantee Cooper 11
) and support an application to the NRC to transfer the COLs to Santee Cooper. Nevertheless, SCE&G seeks NRC's approval for any interim indirect transfer of control of the COLs resulting from the proposed merger1 because NRC's approval of the withdrawal of the CO Ls or of an application to transfer the COls to Santee Cooper may not occur until after the consummation of the merger.
As described in more detail in the attached application, SCE&G will remain technically and financially qualified to own and operate the VCSNS and its ISFSI. SCE&G would remain a wholly owned subsidiary of SCANA, which in turn would become a wholly owned subsidiary of Dominion Energy. Dominion Energy's stock is publicly traded on the New York Stock Exchange and widely held. Dominion Energy's current subsidiaries own and operate six operating reactors in Virginia and Connecticut, possess a COL for a unit in Virginia, and possess two reactor units that have permanently ceased operation in Connecticut and Wisconsin. Both SCANA and Dominion Energy are domestic entities, and the proposed indirect transfer will not result in the licensee becoming owned1 controlled, or dominated by a foreign entity.
SCE&G will remain an electric utility, and as such, it is presumed to be financially qualified pursuant to 10 CFR 50.33(f). The proposed indirect transfer will not result in any changes to the existing decommissioning funding assurance for VCSNS Unit 1 and its ISFSL Decommissioning funding assurance is currently not required for VCSNS Units 2 and 3. No physical changes will
Document Control Desk RC-18-0006 Page 3 of 7 be made to, and there will be no adverse changes in day-to-day operations of, VCSNS Unit 1 and its ISFSI in connection with implementing the proposed indirect transfer.
Accordingly, the proposed indirect transfer will not adversely impact the public health and safety and will not be inimical to the common defense and security. In summary, the proposed indirect transfer will be consistent with the requirements set forth in the Atomic Energy Act, NRC regulations, and the relevant NRC licenses. SCE&G therefore respectfully requests that the N RC consent to the indirect transfer of control of the Licenses in accordance with 10 CFR 50.80 and 10 CFR 72.50.
Subject to finalizing the terms and conditions of the merger, the satisfaction of all closing conditions, and the receipt of all required regulatory approvals, the Applicants wish to close this transaction at the earliest practicable date. Accordingly, the Applicants request that the NRC review this application on a schedule that will permit issuance of an Order consenting to the indirect transfer of control of the Licenses as promptly as possible and no later than August 1, 2018. The Applicants request that the consent be immediately effective upon issuance and that the consent to the indirect transfer be effective up to one year after issuance or such later date as the NRC may approve.
Service upon the Applicants of comments, hearing requests, intervention petitions or other pleadings should be made to Counsel for Dominion Energy, Lillian M. Cuoco, Senior Counsel, Dominion Energy Services, Inc., 120 Tredegar Street, RS-2, Richmond, VA 23219 (email:
Lillian.Cuoco@dominionenergy.com; tel. 804-819-2684), Counsel for SCANA and SCE&G, Alvis J.
Bynum Jr., Deputy General Counsel, SCANA Services Inc., 220 Operation Way, MC C222, Cayce, SC 29033 (email: abynum@scana.com; tel: 803-217-6102), and Counsel for Applicants, l<athryn M. Sutton, Morgan, Lewis & Bockius LLP, 1111 Pennsylvania Avenue, NW, Washington, DC 20004 (email: kathryn.sutton@morganlewis.com; tel. 202-739-5738) and John E. Matthews, Morgan, Lewis & Beckius LLP, 1111 Pennsylvania Avenue, NW, Washington, DC 20004 (email:
john.matthews@morganlewis.com; tel. 202-739-5524).
Please contact Michael S. Moore at 803-345-4752, MICHAEL.S.MOORE@scana.com, if you have any questions or require any additional information regarding this request.
lj'~
Jeffr~y B. Archie Senior Vice President SCANA Senior Vice President & CNO SCE&G
Document Control Desk RC-18-0006 Page 4 of 7 Figures 1&2:
Pre-and Post-Transfer Organization Paul D.Koonce Executive Vice President and President
& CEO-Power Generation Group Dominion Energy, Inc.
Attachment:
Application for Order Approving Indirect Transfer of Control cc:
J. E. Addison W. K. Kissam J.B. Archie J. H. Hamilton G. J. Lindamood W. M. Cherry M. R. Crosby C. Haney S. A. Williams NRC Resident Inspector K. M. Sutton L. M. Cuoco NSRC File (814.24)
PRSF (RC-18-0006)
Document Control Desk RC-18~0006 Page 5of7 AFFrRMATION
!, Jeffrey B. Archie, state that I am the Senior Vice President SCANA, Senior Vice President &
Chief Nuclear Officer, SCE&G and that I am duly authorized to execute and file this application on behalf of SCANA and SCE&G. To the best of my knowledge and belief, the statements contained in this document with respect to these companies are true and correct. To the extent that these statements are not based on my personal knowledge/ they are based upon information provided by employees and/or consultants of the companies. Such information has been reviewed in accordance with company practice, and I believe it to be reliable.
I declare under penalty of perjury that the foregoing is true and correct:
Executed on January 25, 2018.
Document Control Desk RC-18-0006 Page 6 of 7 AFFIRMATION I, Paul D. Koonce, state that I am the Executive Vice President and President & CEO - Power Generation Group, Dominion Energy, Inc. (
11Dominion Energy"} and that I am duly authorized to execute and file this application on behalf of Dominion Energy. To the best of my knowledge and belief, the statements contained in this document with respect to Dominion Energy are true and correct. To the extent that these statements are not based on my personal knowledge, they are based upon information provided by employees and/or consultants of the company. Such information has been reviewed in accordance with company practice, and I believe it to be reliable.
I declare under penalty of perjury that the foregoing is true and correct:
Executed on January 25, 2018.
Document Control Desk RC-18-0006 Page 7of7 Figure 1: PRE-TRANSFER ORGANIZATION CHART SCANA Corporation South Carorina Electric &
Gas Company Figure 2: POST-TRANSFER ORGANIZATION CHART Dominion Energy, Inc.
SCANA Corporation South Carolina Electric &
Gas Company
ATTACHMENT APPLICATION FOR ORDER APPROVING INDIRECT TRANSFER OF CONTROL OF OPERATING LICENSE AND COMBINED LICENSES
TABLE OF CONTENTS Page I.
INTRODUCTION.................................................................................................................. 1 II.
STATEMENT OF PURPOSE OF THE TRANSFER AND NATURE OF THE TRANSACTION MAKING THE TRANSFER NECESSARY OR DESIRABLE......................................................... 2 Ill.
GENERAL CORPORATE INFORMATION REGARDING DOMINION ENERGY1 INC.,
SCANA CORPORATION AND SOUTH CAROLINA ELECTRIC & GAS COMPANY.................... 2 IV.
FOREIGN OWNERSHIP, CONTROL OR DOMINATION......................................................... 3 V.
TECHNICAL QUALIFICATIONS............................................................................................. 4 VI.
FINANCIAL QUALIFICATIONS.............................................................................................. 4 A.
Financial Qualifications for Operations.................................................................. 5 B.
Decommissioning Funding..................................................................................... 5 VII.
MfSCELLANEOUS................................................................................................................. 5 A.
Standard Contract for Disposal of Spent Nuclear Fuel........................................... 5 B.
Restricted Data and Classified National Security Information............................... 6 C.
Antitrust Information............................................................................................. 6 D.
Price-Anderson Indemnity and Nuclear Insurance................................................ 6 E.
Environmental Review............................................................................................ 6 F.
Effective Date and Other Required Regulatory Approvals..................................... 7 Vtfl..
CONCLUSION 6......................... "........ 41........................................................,............................,...,...............,.............................. 7 Attachment RC-18-0006 Page 1 of7 I.
INTRODUCTION In accordance with Section 184 of the Atomic Energy Act of 1954, as amended, 10 CFR 50.80 and 10 CFR 72.50, South Carolina Electric & Gas Company (SCE&G}, acting for itself and its parent company1 SCANA Corporation (SCANA), and Dominion Energy, Inc. {Dominion Energy)
(together, Applicants), hereby request written consent approving the indirect transfer of control of Operating License No. NPF-12 and Combined License Nos. NPF-93 and NPF-94, Docket Nos. 50--395,52-027, 52-028, and 72-1038 for the Virgil C. Summer Nuclear Station (VCSNS}1 Unit 1, 2 and 3 and its Independent Spent Fuel Storage fnstallation (ISFSI) (together, the Licenses). The proposed indirect transfer of control of the Licenses (proposed indirect transfer) arises from an "Agreement and Plan of Merger" dated January 2, 2018.
VCSNS Unit 1 is a 966 MW pressurized water reactor located in Jenkensville, South Carolina.
VCSNS received its initial operating license from the NRC on November 12, 1982. VCSNS Unit 1 received a renewed operating license on April 23, 2004. VCSNS is currently licensed to operate until August 6, 2042. SCE&G also received two combined licenses (COLS) on March 30, 2012 for VCSNS Units 2 and 3, which were planned as two new AP1000 reactors to be constructed on the site.
By letter dated August 17, 2017, SCE&G notified the NRC that it had stopped construction activities on VCSNS Units 2 and 3. On December 27, 2017 SCE&G formally sought NRC's approval for the withdrawal of these CO Ls, but SCE&G also indicated that it would cede its abandoned interest to South Carolina Public Service Authority ("Santee Cooper 11
) and support an application to the NRC to transfer the COLs to Santee Cooper.
As described in this application, SCE&G will remain technically and financially qualified to own and operate the VCSNS and its ISFSI. SCE&G would remain a wholly owned subsidiary of SCANA, which in turn would become a wholly owned subsidiary of Dominion Energy. Dominion Energy's stock is publicly traded on the New York Stock Exchange and widely held. Dominion Energy's current subsidiaries own and operate six operating reactors in Virginia and Connecticut, possess a COL for a unit in Virginia/ and possess two reactors units that have permanently ceased operation in Connecticut and Wisconsin. Both SCANA and Dominion Energy are domestic entities, and the proposed indirect transfer will not result in the licensee becoming owned, controlled, or dominated by a foreign entity.
SCE&G will remain an electric utility, and as such, it presumed to be financially qualified pursuant to 10 CFR 50.33(f). The proposed indirect transfer will not result in any changes to the existing decommissioning funding assurance for VCSNS Unit 1 and its ISFSI. No physical changes will be made to VCSNS and its fSFSI, and there will be no adverse changes in day-to~day operations of VCSNS and its ISFSI in connection with implementing the proposed indirect transfer.
Attachment RC-18-0006 Page 2 of7 Accordingly, the proposed indirect transfer will not adversely impact the public health and safety and will not be inimical to the common defense and security. In summary, the proposed indirect transfer will be consistent with the requirements set forth in the Atomic Energy Act, NRC regulations, and the relevant Licenses. SCE&G therefore respectfully requests that the NRC consent to the transfer of control of the Licenses in accordance with 10 CFR 50.80 and 10 CFR 72.50.
II.
STATEMENT OF PURPOSE OF THE TRANSFER AND NATURE OF THE TRANSACTION MAKING THE TRANSFER NECESSARY OR DESIRABLE The proposed transaction involves a merger between Dominion Energy and SCANA. The merger transaction will be accomplished through the merger of SCANA with Sedona Corp.
(Sedona), a South Carolina corporation and subsidiary of Dominion Energy formed for the sole purpose of merging with SCANA. The acquisition by Dominion Energy of SCANA will be effected by the merger of Sedona with and into SCANA, with SCANA being the surviving corporation.
Effective upon such merger, SCANA will be a direct wholly-owned subsidiary of Dominion Energy, and the former shareholders of SCANA will be shareholders of Dominion Energy.
The proposed merger is an all-stock transaction, in which each share of SCANA common stock will be cancelled and SCANA stockholders will receive in exchange for each share of SCANA common stock 0.669 shares of Dominion Energy common stock. After closing the proposed transaction, the Dominion Energy shareholders will own an estimated 87% of the combined company and the current SCANA shareholders will own an estimated 13%. Dominion Energy will indirectly own 100% of SCE&G through its wholly-owned subsidiary SCANA. The Dominion Energy Board of Directors will remain in place, but Dominion Energy intends to appoint a current member of SCANA's board of directors or executive management, mutually agreeable to Dominion Energy and SCANA, as a director to serve on its board of directors.
SCANA would operate as a wholly owned subsidiary of Dominion Energy. It would maintain its significant community presence and the headquarters of its SCE&G utility in South Carolina.
N Re's approval is required for the resulting indirect transfer of control of the Licenses held by SCE&G. The CO Ls for VCSNS Units 2 and 3 may ultimately be withdrawn or transferred to Santee Cooper. Nevertheless, SCE&G seeks NRC's approval for any interim indirect transfer of control of the CO Ls resulting from the proposed merger, because NRC's approval of the withdrawal of the CO Ls or of an application to transfer the COLs to Santee Cooper may not occur until after the consummation of the merger.
Attachment RC-18-0006 Page 3of7 UI.
GENERAL CORPORATE INFORMATION REGARDING DOMINION ENERGY, INC., SCANA CORPORATION AND SOUTH CAROLINA ELECTRIC & GAS COMPANY Headquartered in Richmond, Virginia, Dominion Energy is one of the nation's largest producers and transporters of energy, and serves more than 5 million commercial and retail energy customers. Dominion Energy maintains a portfolio of approximately 25,600 megawatts of electric generation, comprised of three nuclear power stations with six operating reactors, coal and natural gas power stations, along with renewable energy generated by wind1 solar1 biomass fuels, and hydroelectric generating facilities. This electricity is transmitted over the 64,200 miles of Dominion Energy's electric transmission and distribution lines. Dominion Energy also operates natural gas transmission, gathering, storage and distribution pipeline and natural gas storage systems.
Headquartered in Cayce, South Carolina, SCANA is an energy-based holding company principally engaged in electric and natural gas utility operations in South Carolina, North Carolina, and Georgia. SCANA provides electric service to over half a million customers in South Carolina and natural gas service to more than 1.3 million customers in South Carolina, North Carolina, and Georgia. SCANA, through its subsidiary SCE&G, maintains a portfolio of approximately 5,300 megawatts of electric generation, comprised of one nuclear power station with a single operating reactor/ solar generation, coal and natural gas power stations, and five hydroelectric plants.
The general corporate information required by 10 CFR 50.33(d)(3} regarding Dominion Energy1 SCANA and SCE&G is provided in Enclosure 1. Enclosure 1 includes information regarding the current Board of Directors and principal officers of Dominion Energy, and the planned directors for SCANA and SCE&G following the closing of the transaction. Enclosure 1 also provides the current principal officers of SCANA and SCE&G. Dominion Energy intends to appoint a current member of SCANA's board of directors or executive management, mutually agreeable to Dominion Energy and SCANA1 as a director to serve on its board of directors. Dominion Energy will be reviewing the principal officers of SCANA and SCE&G in accordance with its policies regarding the appointment of officers for its subsidiaries. Following the closing of the transaction, changes to the officers of SCANA and SCE&G may be made based upon Dominion Energy's standard entity management conventions. Following the dosing of the transaction, all directors and officers of Dominion Energy, SCANA and SCE&G will be United States citizens.
IV.
FOREIGN OWNERSHIP, CONTROL OR DOMINATION Dominion Energy is not owned, controlled, or dominated by an alien, a foreign corporation, or a foreign government. Dominion Energy's securities are widely held and publicly traded on the New York Stock Exchange {NYSE: D}. Section 13{d} of the Securities Exchange Act of 1934, 15 U.S.C. 78m(d), as amended, requires that a person or entity that owns or controls more than five percent of the securities of a company must file notice with the Securities and Exchange
Attachment RC-18-0006 Page 4 of7 Commission (SEC). Based upon filings with the SEC, Dominion Energy is not aware of any alien, foreign corporation, or foreign government that holds or may hold more than five percent of the securities of Dominion Energy. The current and planned directors and executive officers of Dominion Energy, SCANA and SCE&G are United States citizens.
fn seeking to acquire SCANA and SCE&G, Dominion Energy is not acting as an agent or a representative of another entity.
Accordingly1 the proposed indirect transfer of control of Licenses held by SCE&G does not raise any issues related to foreign ownership, control, or domination within the meaning of the Atomic Energy Act of 1954, as amended. It also is not inimical to the common defense and security of the United States.
V.
TECHNICAL QUALIFICATIONS The technical qualifications of SCE&G are not affected by the proposed indirect transfer. There will be no adverse changes to the day-to-day operation of VCSNS. SCE&G will remain the licensed operator of VCSNS Unit 1 and its ISFSI, and it will remain responsible for activities related to the VCSNS Units 2 and 3 COLs until NRC action on the COLs.
Dominion Energy is one of the leading operators of nuclear power stations with decades of experience in the sector. Dominion Energy subsidiaries operate three nuclear power stations, each with two operating reactors, which have an electric generating capacity of 5,647 megawatts (MW). These power stations consist of the North Anna Power Station (11891 MW) and Surry Power Station {1,676 MW) in Virginia, and the Millstone Power Station (2,080 MW) in Connecticut. All of the reactors have received 20-year operating license extensions from the NRC. Dominion Energy also owns two decommissioned reactors, Unit 1 at the Millstone Power Station and the Kewaunee Power Station in Wisconsin. In addition, a Dominion Energy subsidiary holds a COL for a third reactor at North Anna Power Station. A post-merger organization chart showing the corporate ownership of Dominion Energy's licensed commercial reactors is provided as Enclosure 2.
After the proposed merger and indirect transfer of contro'1 there may be opportunities to coordinate and/or to integrate the operation of VCSNS and its ISFSf with the operations of the nuclear units of Dominion Energy's subsidiaries. Any such changes made in the future will comply with the requirements of NRC's regulations and the Licenses.
VI.
FINANCIAL QUALIFICATIONS As already indicated, Dominion Energy is a very large and diversified energy company. It has a market capitalization in the range of $50 billion, making it one of the largest electric and natural gas utilities in the United States. In 2016, Dominion Energy (formerly known as Dominion
Attachment RC-18-0006 Page 5 of7 Resources, Inc.) had operating revenues of more than $11.7 billion and net income exceeding
$2.2 billion. Its consolidated statements of income for 2014, 2015 and 2016 can be found on page 62 of its February 28, 2017 Form 10-K Annual Report for the fiscal year ended December 31, 2016 and filed with the SEC. This filing is available among the SEC's records at:
https://www.sec.gov/Arch ives/edga r /data/715957/000119312517060413/d334692d10k.htm A.
Financial Qualifications for Operations Under 10 CFR 50.80(b)(l)(i), an application for a license transfer must contain all the requested information related to financial qualifications as required by 10 CFR 50.33. An "electric utility" as defined in 10 CFR 50.2 is exempted from the requirement to submit financial qualifications information under 10 CFR 50.33(f). An "electric utility" is "any entity that generates or distributes electricity and which recovers the cost of this electricity, either directly or indirectly, through rates established by the entity itself or by a separate regulatory authority."
SCE&G recovers its cost of electricity through rates established by the Public Service Commission of South Carolina, and it will continue to do so following the proposed indirect transfer. As such, SCE&G is an "electric utility" as defined in 10 CFR 50.2, is presumed to be financially qualified for operations, and it is exempt from the financial qualifications information requirements.
B.
Decommissioning Funding The financial qualifications of SCE&G are further demonstrated by the decommissioning funding assurance provided in accordance with 10 CFR 50.75(e)(l). Details regarding the status of the decommissioning funding assurance maintained by SCE&G for its two-thirds interest in VCSNS Unit 1 and its ISFSI are provided in the March 28, 2017 decommissioning funding status report submitted in accordance with 10 CFR 50.75(f) (ADAMS Accession No. ML17087A168) and in the March 15, 2016 ISFSI decommissioning funding plan submitted in accordance with 10 CFR 72.30(c) (ADAMS Accession No. ML16081A168). These reports demonstrate that there is reasonable assurance of adequate decommissioning funding provided by external sinking funds established by setting aside funds periodically in nuclear decommissioning trust accounts segregated from SCE&G's assets and outside its administrative control in accordance with the requirements of 10 CFR 50.75(e)(l)(ii) and 72.30(e)(3).
For VCSNS Units 2 and 3, no decommissioning funding assurance is currently required pursuant to 10 CFR 50.75(e)(3).
Attachment RC-18-0006 Page 6 of7 VII.
MISCELLANEOUS A.
Standard Contract for Disposal of Spent Nuclear Fuel There is no change to SCE&G's Standard Contract for the Disposal of Spent Nuclear Fuel and/or High Level Radioactive Waste with the U.S. Department of Energy.
- 8.
Restricted Data and Classified National Security Information The proposed indirect transfer of control of the Licenses 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. The existing restrictions on access to Restricted Data and Classified National Security Information are unaffected by the proposed indirect transfer. In compliance with Section 145(a) of the Act and 10 CFR 95.35, the Applicants agree that restricted or classified defense information will not be provided to any individual until the Office of Personnel Management investigates and reports to the NRC on the character, associations, and loyalty of such individual, and the NRC determines that permitting such person to have access to Restricted Data will not endanger the common defense and security of the United States.
C.
Antitrust Information This Application post.... dates the issuance of the Licenses, and therefore no antitrust review is required or authorized. Based upon the NRC's decision in Kansas Gas and Electric Co., et al.
(Wolf Creek Generating Station, Unit 1), CLl-99-19, 49 NRC 441 (1999)1 the Atomic Energy Act of 1954, as amended1 does not require or authorize NRC antitrust reviews of post-operating license transfer applications.
D.
Price-Anderson Indemnity and Nuclear Insurance The proposed indirect transfer of control of the Licenses does not affect the existing Price-Anderson indemnity agreements for VCSNS or the required nuclear property damage insurance pursuant to 10 CFR 50.54(w) and nuclear energy liability insurance pursuant to Section 170 of the Atomic Energy Act and 10 CFR Part 140. No indemnity agreement amendments or changes to existing insurance are required.
SCE&G will maintain all required nuclear property damage insurance and nuclear energy liability insurance. In addition, SCE&G's annual reporting in compliance with 10 CFR 140.21(e) provides reasonable assurance regarding its ongoing ability to pay any annual retrospective premium.
Attachment RC-18-0006 Page 7 of7 E.
Environmental Review The proposed indirect transfer of control of the Licenses is exempt from environmental review, because the proposed indirect transfer falls within the categorical exclusion contained in 10 CFR 51.22(c)(21) for which neither an Environmental Assessment nor an Environmental Impact Statement is required.
Moreover, the proposed indirect transfer does not directly affect the actual operation of the facility in any substantive way. The proposed indirect transfer does not involve an increase in the amounts, or a change in the types, of any radiological effluents that may be allowed to be released off-site, and involves no increase in the amounts or change in the types of non-radiological effluents that may be released off-site. Further, there is no increase in the individual or cumulative operational radiation exposure, and the proposed indirect transfer has no environmental impact.
F.
Effective Date and Other Required Regulatory Approvals Subject to the receipt of the required regulatory approvals, the Applicants wish to proceed with the proposed merger as expeditiously as possible. Accordingly, the Applicants respectfully request that the NRC review this Application on a schedule that will permit the NRC to issue an Order consenting to the indirect transfer of control of the Licenses as promptly as possible and no later than August 1, 2018.
We are prepared to work closely with the NRC staff to help expedite the review of the Application. We further request that the Order granting consent to the proposed indirect transfer be immediately effective upon issuance and that the Order be effective for up to one year of the date of the Order or such later date as the NRC may approve.
The proposed merger requires approvals and/or actions from other regulatory agencies, including, inter alia, the Federal Energy Regulatory Commission, the Public Service Commission of South Carolina, the Georgia Public Service Commission and the North Carolina Utilities Commission. These approvals are being sought separately under each agency's regulatory requirements.
VIII.
CONCLUSION Based upon the foregoing information] the Applicants respectfully request that the NRC issue an Order consenting to the proposed indirect transfer of control of the Licenses held by SCE&G.
ENCLOSURE 1 GENERAL CORPORATE INFORMATION REGARDING DOMINION ENERGY, INC., SCANA CORPORATION, AND SOUTH CAROLINA ELECTRIC & GAS COMPANY
NAME:
STATE OF INCORPORATION
& CORPORATE FORM:
BUSINESS ADDRESS:
CURRENT BOARD OF DIRECTORS:
LIST OF PRINCIPAL GENERAL CORPORATE INFORMATION REGARDING DOMINION ENERGY, INC.
Dominion Energy, Inc.
A Virginia corporation 120 Tredegar Street, Richmond, Virginia 23219 Thomas F. Farrell, II, Chairman William P. Barr Helen E. Dragas James 0. Ellis, Jr.
John W. Harris Ronald W. Jibson Mark J. Kington Joseph M. Rigby Pamela J. Royal, M.D.
Robert H. Spilman, Jr.
Susan N. Story Michael E. Szymanczyk Thomas F. Farrell, II, EXECUTIVE OFFICERS:
President and Chief Executive Officer Robert M. Blue, Executive Vice President and President & CEO, Power Delivery Group Paul 0. Koonce, Executive Vice President and President & CEO, Power Generation Group Diane Leopold, Executive Vice President and President & CEO, Gas Infrastructure Group Mark F. McGettrick, Executive Vice President and Chief Financial Officer Mark 0. Webb, Senior Vice President~ Corporate Affairs and Chief Legal Officer Michele L Cardiff, Vice President, Controller and Chief Accounting Officer 1
GENERAL CORPORATE INFORMATION REGARDING SCANA CORPORATION NAME:
SCANA Corporation STATE OF A South Carolina corporation.
INCORPORATION
& CORPORATE FORM:
BUSINESS ADDRESS:
100 SCANA Parkway, Cayce, South Carolina 29033 BOARD OF DIRECTORS (following Thomas F. Farrell, II closing of the transaction):
LIST OF CURRENT Jimmy E. Addison PRINCIPAL EXECUTIVE President, Chief Executive Officer and Chief Operating Officer OFFICERS:
Jeffrey B. Archie Senior Vice President Sarena D. Burch Senior Vice President, Risk Management Officer, Corporate Compliance Officer Iris N. Griffin Senior Vice President, Chief Financial Officer and Treasurer D. Russell Harris Senior Vice President Kenneth R. Jackson Senior Vice President W. Keller Kissam Senior Vice President Randal M. Senn Senior Vice President Jim 0. Stuckey Senior Vice President, General Counsel and Assistant Secretary 2
GENERAL CORPORATE INFORMATION REGARDlNG SOUTH CAROLINA ELECTRIC & GAS COMPANY NAME:
South Carolina Electric & Gas Company STATE OF A South Carolina corporation.
INCORPORATION
& CORPORATE FORM:
BUSINESS ADDRESS:
100 SCANA Parkway, Cayce, South Carolina 29033 BOARD OF DIRECTORS (following Thomas F. Farrell, II closing of transaction): Mark F. McGettrick Carlos M. Brown LIST 0 F CU RR ENT Jimmy E. Addison PRINCIPAL EXECUTIVE Chief Executive Officer OFFICERS:
W. Keller Kissam Chief Operating Officer and President - Generation, Transmission and Distribution D. Russell Harris President-Gas Operations Jeffrey 8. Archie Senior Vice President and Chief Nuclear Officer Sarena D. Burch Senior Vice President, Risk Management Officer, Corporate Compliance Officer Iris N. Griffin Senior Vice President, Chief Financial Officer and Treasurer Kenneth R. Jackson Senior Vice President Randal M. Senn Senior Vice President Jim 0. Stuckey Senior Vice President, General Counsel and Assistant Secretary 3
ENCLOSURE 2 POST-MERGER ORGANIZATION CHART 1
Post-Merger Organizational Chart Dominion Energy.. Inc.
I t
T Dominion Generation, Inc.
Virginia Electric and Power Company (North Anna 1&2.. 3 and Surry 1&2)
_i Dominion Energy Generation Marketing, Inc.
i Dominion Energy Nuclear Connecticut, Inc.
{Millstone 1, 2&3)
I
~
Dominion Nuclear Projects, Inc.
t Dominion Energy Kewaunee, Inc.
(Kewaunee) 1 t
SCANA Corporation l
South Carolina Electric
& Gas Company (Summer 1, 2&3)