ML20016A366

Massachusetts' Opposition to Respondents' and Intervenor-Respondents' Motions to Dismiss

ML20016A366
Person / Time
Site:	Pilgrim
Issue date:	01/10/2020
From:	Dorfler J, Healy M, Paskvan L, Schofield S State of MA, Office of the Attorney General
To:	Andrew Averbach NRC/OGC, US Federal Judiciary, Court of Appeals, for the District of Columbia Circuit
References
1823698, 19-1198
Download: ML20016A366 (158)

Text

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 1 of 158 ORAL ARGUMENT NOT YET SCHEDULED UNITED STATES COURT OF APPEALS FOR THE DISTRICT OF COLUMBIA CIRCUIT

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COMMONWEALTH OF

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MASSACHUSETTS,

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Petitioner, )

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v.

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UNITED STATES NUCLEAR ) No. 19-1198 REGULATORY COMMISSION AND )

UNITED STATES OF AMERICA, )

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Respondents,

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HOLTEC DECOMMISSIONING )

INTERNATIONAL, LLC, et al., )

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Intervenor-

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Respondents.

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MASSACHUSETTS OPPOSITION TO RESPONDENTS AND INTERVENOR-RESPONDENTS MOTIONS TO DISMISS MAURA HEALEY Attorney General for the Commonwealth of Massachusetts SETH SCHOFIELD Senior Appellate Counsel JOSEPH DORFLER Assistant Attorney General LIAM J. PASKVAN*

Special Assistant Attorney General Energy and Environment Bureau OFFICE OF THE ATTORNEY GENERAL FOR MASSACHUSETTS One Ashburton Place, 18th Floor Boston, Massachusetts 02108 (617) 963-2436 seth.schofield@mass.gov January 10, 2020

• application for admission pending

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 2 of 158 TABLE OF CONTENTS Page Table of Authorities ................................................................................................................. iii Introduction ............................................................................................................................... 1 Regulatory Background ............................................................................................................ 2 Argument .................................................................................................................................... 7 I. The Court Has Jurisdiction Over the Commonwealths Petition Because the Challenged Orders Are Final Under the Hobbs Act. ...................... 7 A. The NRCs Order Making the License Transfer, License Amendment, and Trust Fund Exemption Immediately Effective Is Final. ............................................................................................... 8 B. The NRCs NEPA-Related DecisionsDecisions that NEPA Requires the NRC to Make Before Taking Final ActionAre Also Final Orders Subject to Review Now. .................................................11 C. The NRCs Exemption, License Transfer, and License Amendment Orders and the Safety Evaluation Report That Allegedly Support Them Are Also Reviewable. ..........................................15 II. The Commonwealth is Not Required to Exhaust Any Administrative Remedies Because the NRC Has Made its Decisions Immediately Effective. .....................................................................................................................18 Conclusion ................................................................................................................................20 Certificate of Compliance With Fed. R. App. P. 32............................................................. a Certificate of Service ................................................................................................................. a Addendum ........................................................................................................................ Add-#

Order Approving Direct and Indirect Transfer of License and Conforming Amendment in In the Matter of Entergy Nuclear Generation Company, Entergy Nuclear Operations, Inc. (Pilgrim Nuclear Power Station), EA-19-084, Docket Nos. 50-293 and 72-1044 (Aug. 22, 2019) .................................................................... Add-1

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USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 3 of 158 Table of Contents - Continued Page Amendment to Renewed Facility Operating License for Pilgrim Nuclear Power Station, Renewed License No. DPR-35, Docket No. 50-293, issued to Holtec Decommissioning International, LLC and Holtec Pilgrim, LLC (Aug. 22, 2019) .................................................................................................................. Add-8 Safety Evaluation Safety Evaluation by the Office of Nuclear Reactor Regulation Related to Request for Direct and Indirect Transfers of Control of Renewed Facility Operating License No. DPR-35 and the General License for the Independent Spent Fuel Storage Installation from Entergy Nuclear Generation Company and Entergy Nuclear Operations, Inc. to Holtec Pilgrim, LLC and Holtec Decommissioning International, LLC (Pilgrim Nuclear Power Station), Docket Nos. 50-293 and 72-1044 (Aug.

22, 2019)...........................................................................................................................Add-19 Final No Significant Hazards Consideration for the License Amendment in Safety Evaluation Report ..........................................................Add-43 Finding that the License Transfer Order and the License Amendment are categorically exempt from any review under the National Environmental Policy Act (NEPA), 42 U.S.C. §§ 4321-4347 in Safety Evaluation Report .................................................................................................Add-51 Exemption granted to Holtec Decommissioning International, LLC (Pilgrim Nuclear Power Station), Docket No. 50-293 (Aug 22, 2019) ..................Add-54 Environmental Assessment and Finding of No Significant Impact under NEPA for the Exemption, 84 Fed. Reg. 43,186 (Aug. 20, 2019) ...........................Add-66 Direct and Indirect Transfer of License; Order, 84 Fed. Reg. 45,176 (Aug.

28, 2019)...........................................................................................................................Add-69 Exemption; Issuance, 84 Fed. Reg. 45,178 (Aug. 28, 2019) ....................................Add-71 Biweekly Notice; Applications and Amendments to Facility Operating Licenses and Combined Licenses Involving No Significant Hazards Consideration, 84 Fed. Reg. 50,078 (Sept. 24, 2019) ................................................Add-76

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USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 4 of 158 Table of Contents - Continued Page Memorandum and Order, In re Entergy Nuclear Operations, Inc., Entergy Nuclear Generation Co., Holtec International, and Holtec Decommissioning International, LLC (Pilgrim Nuclear Power Station), CLI-19-11 (Dec. 17, 2019) .................................................................................................................................Add-86 Pilgrim Nuclear Power Station: DECON Site-Specific Decommissioning Cost Estimate (Nov. 16, 2018) submitted by Holtec Decommissioning International, LLC & Comprehensive Decommissioning International, LLC (excerpt) ............................................................................................................... Add-124 TABLE OF AUTHORITIES Page Cases 42 U.S.C. §§ 4321-4370m-12 ...................................................................................................5 Albertson v. FCC, 182 F.2d 397 (D.C. Cir. 1951) .................................................................20 Allegheny Defense Project v. FERC, 932 F.3d. 940 (D.C. Cir. 2019) .......................... 1, 17, 18 Allegheny Defense Project v. FERC, 943 F.3d 496 (D.C. Cir. 2019) ........................................ 1 Bennett v. Spear, 520 U.S. 154 (1997) ........................................................................................ 7 Blue Ridge Envtl. Def. League v. NRC, 668 F.3d 747 (D.C. Cir. 2012)............................. 7, 9 Brodsky v. NRC, 704 F.3d 113 (2d Cir. 2013) ......................................................................14 Center for Biological Diversity v. U.S. Department of Interior, 563 F.3d 466 (D.C. Cir. 2009) ...................................................................................................................13 Center for Nuclear Responsibility v. NRC, 586 F. Supp. 579 (D.D.C. 1984) ........................10 City of Benton v. NRC, 136 F.3d 824 (D.C. Cir. 1998) .........................................................15 County of Rockland v. NRC, 709 F.2d 766 (2d Cir. 1983) ....................................................20 Cure Land, LLC v. U.S. Department of Agric., 833 F.3d 1223 (10th Cir.

2016)......................................................................................................................................14 Darby v. Cisneros, 509 U.S. 137 (1993) ...................................................................................19

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USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 5 of 158 Table of Authorities - Continued Page Delaware Riverkeeper Network v. FERC, 753 F.3d 1304 (D.C. Cir. 2014) ............................ 5 Environmental Law & Policy v. NRC, 470 F.3d 676 (7th Cir. 2006) ...................................14 Honeywell Intl, Inc. v. NRC, 628 F.3d 568 (D.C. Cir. 2010) ..................................... 7, 15, 16 In re Entergy Nuclear Vt. Yankee, LLC (Vt. Yankee Nuclear Power Station), CLI-16-17, 2016 WL 6441048 (Oct. 27, 2017)................................................. 5 Marine Mammal Conservancy, Inc. v. Department of Agric., 134 F.3d 409 (D.C.

Cir. 1998) ..............................................................................................................................19 Massachusetts v. NRC, 924 F.2d 311 (D.C. Cir. 1991) ................................................ 7, 9, 16 Nevada v. DOE, 457 F.3d 78 (D.C. Cir. 2006) .....................................................................13 New York v. NRC, 681 F.3d 471 (D.C. Cir. 2012) ........................................................... 5, 6 NRC v. Sholly, 459 U.S. 1194 (1983) ....................................................................................... 3 Oglala Sioux Tribe v. NRC, 896 F.3d 520 (D.C. Cir. 2018) ...........................................passim Ohio Forestry Assn, Inc. v. Sierra Club, 523 U.S. 726 (1998) .................................................12 Port of Boston Marine Terminal Assn v. Rederiaktiebolaget Transatlantic, 400 U.S. 62 (1970) ........................................................................................................................ 7 San Luis Obispo Mothers for Peace v. NRC, 799 F.2d 1268 (9th Cir. 1986) .................. 10, 16 Sholly v. NRC, 651 F.2d 780 (D.C. Cir. 1980)........................................................................ 2 Shoreham-Wading River Central School Dist. v. NRC, 931 F.2d 102 (D.C. Cir.

1991)................................................................................................................................. 9, 16 Sierra Club v. U.S. Army Corps of Engrs, 446 F.3d 808 (8th Cir. 2006) ................ 13, 14, 15 Vermont Department of Public Serv. v. United States, 684 F.3d 149 (D.C. Cir.

2012)......................................................................................................................................18 Statutes 28 U.S.C. § 2342(4).................................................................................................................... 7 42 U.S.C. § 2201(l) ..................................................................................................................... 2

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USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 6 of 158 Table of Authorities - Continued Page 42 U.S.C. § 2234 ........................................................................................................................ 2 42 U.S.C. § 2237 ........................................................................................................................ 2 42 U.S.C. § 2239(a)(1)(A) ......................................................................................................... 2 42 U.S.C. § 2239(a)(2)(A) ......................................................................................................... 3 42 U.S.C. § 2239(a)(2)(C) ......................................................................................................... 3 42 U.S.C. § 2239(b) ................................................................................................................... 7 Regulations 10 C.F.R. § 2.105 ....................................................................................................................... 4 10 C.F.R. § 2.1315 .............................................................................................................passim 10 C.F.R. § 2.309 ....................................................................................................................... 4 10 C.F.R. § 2.309(h)(2).............................................................................................................. 2 10 C.F.R. § 2.309(j)(1) ............................................................................................................... 2 10 C.F.R. § 50.12 ....................................................................................................................... 4 10 C.F.R. § 50.58(b)(6).............................................................................................................. 4 10 C.F.R. § 50.91 .................................................................................................................. 3, 4 10 C.F.R. § 50.92 .................................................................................................................. 3, 4 10 C.F.R. § 50.92(c) ................................................................................................................... 4 Miscellaneous Br. of NRC, Honeywell Intl, Inc. v. NRC, 628 F.3d 568 (D.C. Cir. 2010)

(No. 10-1022).......................................................................................................................16 GEH Contract for Pilgrim Internals Dismantling, World Nuclear News, Dec.

4, 2019 ...................................................................................................................................19 H.R. Rep. No.97-884 (1982) (Conf. Rep.)............................................................................ 3

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USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 7 of 158 INTRODUCTION The Nuclear Regulatory Commission (NRC or Commission) gave Holtec International and Entergy Nuclear Operations (Companies) everything they requested on August 22, 2019. The NRC, by contrast, is telling the Commonwealth that it must watch HoltecPilgrim Nuclear Power Stations newly minted licenseewithdraw millions of dollars from a Massachusetts-ratepayer-funded decommissioning trust fund to physically alter Pilgrims infrastructure while the Commonwealth waits for the Commission to act at some future date on the petition it filed on February 20, 2019 nearly a year agorequesting a hearing to contest those very actions. According to the NRC, the Commonwealth cannot obtain judicial review of the orders authorizing those actions now, including the final order making the orders immediately effective, because its request for a hearing remains pending before the Commission. If that view were correct, the Commission could effectively preclude judicial review of immediately effective actions indefinitelya seemingly endless administrative limbo Judge Millett appropriately characterized as a Kafkaesque regime in a similar context. Allegheny Defense Project v. FERC, 932 F.3d. 940, 948 (D.C. Cir. 2019) (Millett, J., concurring), rehg en banc granted, 943 F.3d 496 (D.C. Cir. 2019). But that is not the law, and, in fact, the Commission has confirmed that the NRCs Final No Significant Hazards Determinationthe order making the NRCs decisions effective immediatelywas final when issued. Addendum (Add-##) 91. This Court should deny the motions to dismiss.

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 8 of 158 REGULATORY BACKGROUND The Atomic Energy Act (AEA) prohibits the transfer of any license to operate a nuclear power reactor unless the Commission shall ... find that the transfer is in accordance with the Act, 42 U.S.C. § 2234, and authorizes the Commission to amend existing operating licenses, id. at § 2237. The Act, in turn, requires the Commission to grant a hearing upon the request of any person whose interest may be affected by a proceeding concerning transferring or amending a license or both and admit such person as a party to such a proceeding. Id. at § 2239(a)(1)(A). Recognizing the substantial state interests in those matters, Congress required the NRC to allow State representatives to offer evidence, interrogate witnesses, and advise the Commission regarding such proceedings, id. at § 2201(l), and the NRC has granted, by regulation, automatic standing to states when they request a hearing about a facility within their boundaries, 10 C.F.R. § 2.309(h)(2). By regulation, the NRC also has imposed on itself a duty to issue a decision on each request for a hearing ... within 45 days after the filing of answers and replies or, if it will not comply with that obligation, a notice advising the ... parties ... the expected date when the decision will issue. Id. at

§ 2.309(j)(1). Here, the 45-day deadline came and passed on May 16, 2019 without any Commission action on the Commonwealths petition. Stay Mot. 6.

Consistent with due process, the AEA generally requires the NRC to hold a hearing on contested license transfer or amendment applications before it makes any approval effective. See Sholly v. NRC, 651 F.2d 780, 786-89 (D.C. Cir. 1980), vacated to USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 9 of 158 consider mootness, 459 U.S. 1194 (1983) (rejecting NRC claim that agency could make license amendment effective immediately upon no significant hazards finding). In response to Sholly, however, Congress authorized the NRC to issue and make immediately effective any amendment to an operating license ..., upon a determination by the Commission that it involves no significant hazards consideration, notwithstanding the pendency ... of a request for a hearing. 42 U.S.C.

§ 2239(a)(2)(A). Congress also required the NRC to first consult with the State in which the facility involved is located, id., and directed it to promulgate regulations establishing how that obligation would be fulfilled in good faith, H.R. Rep. No.97-884, at 39 (1982) (Conf. Rep.), standards for making no-significant-hazards-consideration determinations, and requirements for prior notice and reasonable opportunity for public comment. 42 U.S.C. § 2239(a)(2)(C).1 The NRC issued two regulations to govern this process: (i) regulations for license amendments, which require prior public notice and comment, state consultation, and specific findings, 10 C.F.R. §§ 50.91- 50.92, and (ii) regulations for license-transfer-related-amendments, which do not (in conflict with the statute) specifically require prior public notice and 1

Meaningful consultation with states and notice and public comment prior to a license amendment being made immediately effective were both critical to the Senate and House conferees. H.R. Rep. No.97-884, at 38. The purpose of requiring those steps except in emergency situations, the conferees wrote, is to allow at least a minimum level of citizen input into the threshold question of whether the proposed license amendment involves significant health or safety issues. Id.

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 10 of 158 comment, state consultation, or specific findings, id. at § 2.1315. Those determinations are final when made. 10 C.F.R. §§ 50.58(b)(6), 50.92(c). Here, the NRC relied on the § 2.315 license-transfer-amendment regulation, informed the public that it was not soliciting comments, and made a Final determination on August 22, 2019. Stay Mot. 5.2 The NRCs regulations also authorize the Commission to grant exemptions from the requirements of [its] regulations if the exemption is (i) authorized by law, will not present an undue risk to public health and safety, and [is] consistent with the common defense and security and (ii) certain defined special circumstances are present. 10 C.F.R. § 50.12. Neither that regulation itself nor any other NRC regulation requires the NRC to provide prior public notice and comment regarding a regulatory exemption request or afford interested parties a right to ask for a hearing before the Commission on such a request (or, for that matter, any explicit means even to challenge an exemption request, or a decision on one, before the agency). See, e.g.,

id. at §§ 2.105, 2.309, 50.12. Here, the NRC relied on this regulation and granted a final exemption to Holtec, which authorizes Holtec to withdraw approximately $540 million from Pilgrims Decommissioning Trust Fund that the regulation would 2

The NRC does not mention in its motion that the agency relied on 10 C.F.R.

§ 2.1315; instead, it wrongly claims that the NRC relied on the procedures in 10 C.F.R. §§ 50.91-50.92. NRC Br. 6 n.3.

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 11 of 158 otherwise prohibit. Stay Mot. 4; Add-54-65, 126-27.3 The NRCs Exemption Order was final when it issued on August 22, 2019, Add-71, and Holtec is presently withdrawing millions from the Fund because of it.

The NRC must also comply with the National Environmental Policy Act (NEPA) before it takes final agency action. 42 U.S.C. §§ 4321-4370m-12. NEPA requires federal agencies such as the Commission to examine and report on the environmental consequences of their actions. New York v. NRC, 681 F.3d 471, 476 (D.C. Cir. 2012). It is thus designed to ensure fully informed and well-considered decision[s] by federal agencies. Delaware Riverkeeper Network v. FERC, 753 F.3d 1304, 1309-10 (D.C. Cir. 2014) (citation omitted). To that end, the NRC must comply with NEPA before making the proposed action (e.g., license transfer, license amendment, regulatory exemption) effective, see Oglala Sioux Tribe v. NRC, 896 F.3d 520, 531-32 (D.C. Cir. 2018), and may not segment its review by dividing connected ... federal actions into separate ones, Delaware, 753 F.3d at 1313. The vehicle for NEPA compliance is an environmental impact statement (EIS) unless an agency first conducts a less intensive environmental assessment (EA) and issues a finding of no 3

This was the most recent exemption of this kind: the NRC Staff has granted every request the NRC has ever received for an exemption from the regulation that protects decommissioning trust funds for their intended purpose, effectively repeal[ing] a Commission-approved rule promulgated in accordance with the Administrative Procedure Act (APA) and replac[ing] it with a new Staff-generated rule without APA compliance. In re Entergy Nuclear Vt. Yankee, LLC (Vt. Yankee Nuclear Power Station), CLI-16-17, 2016 WL 6441048, at *17 (Oct. 27, 2017) (Barran, Commr, concurring in part, dissenting in part).

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 12 of 158 significant impact (FONSI) or determines that the proposed action is exempt from NEPA review under an agency-specific categorical exclusion. See New York, 681 F.3d at 476. Here, the NRC divided its review and found that the license transfer and related amendment were categorically excluded from NEPA and issued a final [EA]

and a final [FONSI] for the Trust Fund Exemption. Add-66 col.2 (emphasis added);

Stay Mot. 7-8.

Finally, the NRC Staff prepared a Safety Evaluation Report regarding the license transfer and amendment request. Add-19-53. That Report was a necessary predicate to the license transfer order, license amendment order, Exemption Order, the Categorical Exclusion, and the EA and FONSI. See Add-5, 51, 59-60, 67. It also includes the Final No Significant Hazards Consideration, Add-43, and a determination that the NRC need not conduct any analysis of the potential environmental consequences of the license transfer and amendment under NEPA before making those actions effective because, in the NRCs view, they are categorically excluded from NEPA review under the agencys regulations. Add-51; Stay Mot. 14-

15. And while the Safety Evaluation carefully distinguishes between the Staff and Commission decisionsa point the NRC argues is significant, NRC Br. 1 n.1the Report makes clear that it was the Commission[s] own conclusion, not Staffs, that amending the license to effect the transfer would comply with the NRCs regulations based on the Safety Evaluation. Add-43-44.

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 13 of 158 ARGUMENT I. The Court Has Jurisdiction Over the Commonwealths Petition Because the Challenged Orders Are Final Under the Hobbs Act.

The Hobbs Act gives this Court jurisdiction to review all final orders of the NRC. 28 U.S.C. § 2342(4); 42 U.S.C. § 2239(b); see also Honeywell Intl, Inc. v. NRC, 628 F.3d 568, 575 (D.C. Cir. 2010). [I]n determining finality, this Court considers whether the process of administrative decisionmaking has reached a stage where judicial review will not disrupt the orderly process of adjudication and whether rights or obligations have been determined or legal consequences flow from agency action.

Blue Ridge Envtl. Def. League v. NRC, 668 F.3d 747, 753 (D.C. Cir. 2012) (quoting Port of Boston Marine Terminal Assn v. Rederiaktiebolaget Transatlantic, 400 U.S. 62, 71 (1970)); see Bennett v. Spear, 520 U.S. 154, 177-78 (1997) (APA finality). While finality is narrowly construed, [a]n order is final [under the Hobbs Act] if it imposes an obligation, denies a right, or fixes some legal relationship, usually at the consummation of an administrative process. Blue Ridge, 668 F.3d at 753 (citation omitted). Under this framework, this Court has previously held that it has jurisdiction to review immediately effective NRC orders, Massachusetts v. NRC, 924 F.2d 311, 322 (D.C. Cir.

1991), and certain other NRC orders under the collateral order doctrine, Oglala, 896 F.3d at 527-28.

Here, the NRC, joined by the Intervenors, are mistaken in claiming that this Court lacks jurisdiction over all of the action for which the Commonwealth seeks USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 14 of 158 review in its Petition. NRC Br. 1-2; Holtec Br. 18. Indeed, controlling precedent from this Circuit dictates that, at a minimum, this Court has jurisdiction to review the NRCs Final No Significant Hazards Consideration order, which made the NRCs license transfer and amendment orders and Trust Fund Exemption Order immediately effective prior to a hearing on the Commonwealths challenges to those requests. See infra Argument Pt.I.A. And the Exemption Order itself lacks the provisional language the NRC relies on to make its finality argument as to the license transfer and amendment orders. See Add-54-65. The NRCs half-hearted exhaustion argument fares no better, NRC Br. 14 n.9, both because exhaustion is only required when the agencys order is inoperative, see infra Argument Pt.II, and because, in any event, exhaustion does not in itself present a jurisdictional bar to judicial review, id. Thus, far from being a waste of judicial time and effort, NRC Br. 11 (citation omitted), this is the only time when the Commonwealth may secure meaningful judicial review of, among other things, the NRCs final order making the license transfer, license amendment, and Trust Fund Exemption effective immediately prior to a hearing on the Commonwealths challenges to those very actions.

A. The NRCs Order Making the License Transfer, License Amendment, and Trust Fund Exemption Immediately Effective Is Final.

The NRCs decision to make the license transfer, amendment, and Exemption Orders immediately effective based on its 10 C.F.R. § 2.1315 Final No Significant Hazards Consideration order (Add-43 (emphasis added)) is reviewable now as a final USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 15 of 158 order under the Hobbs Act or, alternatively, under the collateral order doctrine.

Indeed, that conclusion is indisputable given the Commissions own confirmation of that orders finality, Add-91,4 and a long line of precedent from this Court reaching the same conclusion. In Massachusetts, for example, this Court held that the NRCs decision to make its authorization for a reactor to operate at full power immediately effective represents a final agency order that is reviewable by this court. 924 F.2d at 322. It did so because, as is the case here (and the NRC thus appropriately concedes, NRC Br. 12), significant legal consequences flow from the ... action. Id. That was the case, the Court continued, even though, as also is the case here, the immediate effectiveness determination was without prejudice to any pending administrative appeal or subsequent adjudication. Id. This Court reached the same conclusion in Shoreham-Wading River Central School Dist. v. NRC, 931 F.2d 102 (D.C. Cir. 1991).

There, just as in Massachusetts, the Court held that it had jurisdiction to review the NRCs immediate effectiveness orders. Id. at 105; see also Blue Ridge, 668 F.3d at 757 (In the context of NRC actions, an order issued during ongoing administrative proceeding is reviewable ... if, for example, it authorizes a plant operator to operate at full power pending further review by the Commission (emphasis added)).

The NRCs attempt to distinguish Massachusetts is specious. NRC Br. 14-16.

First, the NRC has successfully taken the precise opposite position in another case 4

The Commission stated that [t]he Staffs conclusion on the no significant hazards consideration is final and decline[d] to review the Staffs finding. Add-91.

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 16 of 158 concerning judicial review of an NRC Staff significant-hazards-consideration determination. In Center for Nuclear Responsibility v. NRC, the NRC persuaded the U.S.

District Court for the District of Columbia to accept the agencys argument that NRC Staff no-significant-hazards-consideration determinations were reviewable only in courts of appeals. 586 F. Supp. 579, 580-81 (D.D.C. 1984). Second, the NRCs claim that the Staffs Final No Significant Hazards Consideration will be reviewable at a later time is also misplaced. NRC Br. 16. That final order deprived the Commonwealth of a hearing before the license transfer, license amendment, and Exemption were made effective; a later determination by the Commission to hold or deny the hearing requested by the Commonwealth will thus deprive the Commonwealth of any meaningful relief on its claim that the immediate effectiveness order was unlawful. See Stay Mot. 9-12. For that reason, both this Court and other circuits have reviewed the NRCs immediate-effectiveness determinations. E.g., San Luis Obispo Mothers for Peace v. NRC, 799 F.2d 1268, 1269-71 (9th Cir. 1986) (finding unlawful NRC Staffs no-significant-hazards-consideration-determination).

The Final No Significant Hazards Consideration is also reviewable under the collateral order doctrine. Under that doctrine, this Court will review collateral rulings that, although they do not end the litigation, are appropriately deemed final, Oglala, 896 F.3d at 528 (citation omitted), where the decision (i) is conclusive, (ii) resolve[s] important questions separate from the merits, and (iii) is effectively unreviewable on appeal from a final judgment in the underlying action, id. (citation USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 17 of 158 omitted). Here, as the Commission has itself confirmed, the No Significant Hazards Consideration order is final and thus conclusive. Add-91. The question whether the NRC properly invoked its generic no-significant-hazards-consideration regulation for license transfer amendments (10 C.F.R. § 2.1315) is an important question separate from the merits. Oglala, 896 F.3d at 528. Indeed, it presents the legal question whether the NRC unlawfully deprived the Commonwealth of its right to a hearing before the license was transferred from Entergy to Holtec, and before Holtec was authorized to begin immediately altering structures at Pilgrim and withdrawing millions of dollars from a Massachusetts-ratepayer created Trust Fund to do so.

Finally, the Final determination will be effectively unreviewable on appeal because the Commission will (presumably) at some undefined future time either hold a hearing on the Commonwealths claims or deny its request for a hearing. In either case, a later appeal of the Final No Significant Hazards Consideration Determination would likely be futile, and, even if the Commonwealth were to prevail in a later appeal on the merits, the Commonwealth and its citizens may well have suffered irreparable harms in the interim. See id. at 529.

B. The NRCs NEPA-Related DecisionsDecisions that NEPA Requires the NRC to Make Before Taking Final ActionAre Also Final Orders Subject to Review Now.

The NRCs decision to segment its NEPA review of the interdependent requests for the now-effective agency actions together with its (i) determination that the license transfer and amendment orders are categorically excluded from any NEPA USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 18 of 158 review, Add-51, and (ii) issuance of, in the NRCs own words, a final EA and a final FONSI for the Trust Fund Exemption Order are also reviewable now, Add-66 col.2. As this Court has recently emphasized, timing is critically important when it comes to an agencys compliance with NEPA. Oglala, 896 F.3d at 529-32. And, in that regard, courts have consistently made clear that an agency must discharge its NEPA obligation to take the required hard look at a proposed agency actions potential environmental impacts before taking that action. Id. at 532. In the case of the NRC, before means before making a nuclear reactor license, license amendment, or regulatory exemption effective. See id. at 531. Here, the NRC has purported to comply with NEPA and made the related agency actions effective immediately. The Commonwealths Petition for Review of the NEPA decisions are also subject to review now.

Given the unique relationship between NEPAs action-forcing mandate, id.

(citation omitted), and agency action, courts, including this one, have deemed agency NEPA determinations final and ripe for review at least at the time the related agency action is effected. That is because a person ... who is injured by a failure to comply with the NEPA procedures may complain of that failure at the time the failure takes place, for the claim can never get riper. Ohio Forestry Assn, Inc. v. Sierra Club, 523 U.S.

726, 737 (1998). While this Court has explained that this passage from Ohio Forestry was dictaalbeit forceful dictaand that it does not resolv[e] the point at which such a violation would occur, Center for Biological Diversity v. U.S. Department of Interior, USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 19 of 158 563 F.3d 466, 481 (D.C. Cir. 2009), it has made clear that this Courts own opinions fill[] that gap, id. Under this Courts precedent, a petitioners NEPA claims do not get any riper than at the time NEPAs obligation commenced and was disregarded by the agency, which occurs no later than when the agency makes its action effective and thus authorizes the applicant to engage in actions that will affect the environment. Id. at 481; see also id. at 480-81. In Center for Biological Diversity, the Court thus refused to review the agencys NEPA decision because no agency action had yet been effected (lease sales) and thus no rights ha[d] been implicated, or actions taken. Id. at 480-81.

This Court, in contrast, has not hesitated to review agency NEPA decisions even where not all of the underlying issues before the agency had been resolvedso long as the NEPA decision itself was final. This Court, for example, reviewed the Department of Energys (DOE) environmental impact statement for transporting nuclear waste to the then-proposed long-term storage site at Yucca Mountain in Nevada, while it refused to review as un-ripe DOEs underlying interim transportation plan. Nevada v. DOE, 457 F.3d 78, 83-94 (D.C. Cir. 2006). Other circuits have followed a similar path to judicial review of agency NEPA decisions. The Eighth Circuit also rejected a federal agencys argument that its EA and FONSI were not final reviewable agency actions even where the agency had not yet entered into agreements to start construction or received funding for the project. Sierra Club v.

U.S. Army Corps of Engrs, 446 F.3d 808, 812 (8th Cir. 2006). Indeed, other Circuits USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 20 of 158 have held that the issuance of a FONSI triggers the statute of limitations for commencing a NEPA action. Id. at 815 (collecting cases). And the Tenth Circuit rejected a similar agency claim that was premised, like NRCs argument here, on a caveat in the decision that it was not final. Cure Land, LLC v. U.S. Department of Agric.,

833 F.3d 1223, 1230-32 (10th Cir. 2016). Where, the Tenth Circuit held, an agency has issued a definitive statement of its position, determining the rights and obligations of the parties, the agencys action is final notwithstanding the possibility of further proceedings in the agency on related issues. Id. at 1232 (citations omitted).

The NRCs NEPA decisions here, some of which the agency has itself characterized as final, Add-66 col.2; see Environmental Law & Policy v. NRC, 470 F.3d 676, 681 (7th Cir. 2006) (NRCs publication of final EIS subject to judicial review),

represent definitive statements conveying the NRCs analysis, insofar that it viewed any analysis necessary, to comply with NEPA, and its implicit decision to forego notice and public comment on any of its NEPA decisions. See Brodsky v. NRC, 704 F.3d 113, 121-24 (2d Cir. 2013) (EA and FONSI deficient where NRC Staff failed to explain why the agency did not provide prior public notice and comment). To deny judicial review of the NRCs NEPA compliance because the agency may at some undetermined point in the future say more on the issue would undermine the purpose of judicial review under NPEAto ensure that important effects will not be overlooked or underestimated only to be discovered after resources have been USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 21 of 158 committed or the die otherwise cast. See Sierra Club, 446 F.3d at 816 (citation omitted). That is especially true in this case where there literally are no further steps the NRC must take before Holtec may act under the NRCs approvals and, indeed, Holtec is acting today under the auspices of orders that are themselves, in the Commonwealths view, the subject of the NRCs flawed NEPA decisions. Stay Mot.

12-17. In these circumstances, the Commonwealth should not be forced to wait in the wings to remedy its NEPA-related injuries until some undefined future date when the Commission decides it may want to say something more on the issue. That is not the law, and this Court should reject that approach here to avoid turning NEPA on its head.

C. The NRCs Exemption, License Transfer, and License Amendment Orders and the Safety Evaluation Report That Allegedly Support Them Are Also Reviewable.

NRC orders that are given immediate effect are, again, subject to judicial review, City of Benton v. NRC, 136 F.3d 824, 825-26 (D.C. Cir. 1998), and here the license transfer, license amendment, and Exemption Orders were all given immediate effect, e.g., NRC Br. 12 (conceding that the NRCs actions have legal consequences).

Moreover, regarding exemption approvals in particular, this Court has held that NRC Staff decisions to grant exemptions from the NRCs regulations are final and reviewable under the Hobbs Act when issued. In Honeywell International, for example, this Court held that it had jurisdiction under the Hobbs Act to review an NRC Staff decision to deny an exemption request, 628 F.3d at 574-76, and then, upon review, USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 22 of 158 reversed, as arbitrary and capricious, the Staffs determination, id. at 578-81. In its brief to the Court in that case, the NRC also made clear that the agencys procedural rules do not provide a route for a hearing before the Commission on exemption decisions, and Honeywell was not obliged to request a hearing before petitioning for judicial review. Br. of NRC at 25 n.13, Honeywell, 628 F.3d 568 (D.C. Cir. 2010) (No.

10-1022); see also Shoreham-Wading, 931 F.2d at 105-07 (reviewing NRC Staff exemption). That is the case here, too, where the Commonwealth has not requested a hearing on the Staffs Exemption Order.

Even if these Orders were not independently reviewable now, they are all reviewable under Massachusetts because they are necessary predicates to [the]

immediate effectiveness order. 924 F.2d at 322; see also id. (we will consider the NRCs full power rulings only to the extent necessary to review the Commissions exercise of discretion in allowing immediate effectiveness). So, for example, in Massachusetts, the Court also reviewed a decision to exclude ... testimony relevant to the issue because there existed a close link between the immediate effectiveness decision and the evidentiary issue. Id. at 823. So, too, in San Luis Obispo, where the Court, apparently at NRCs urging, reviewed a technical analysis prepared by Staff, which the NRC then relied on to justify Staffs no-significant-hazards-consideration determination before that court. 799 F.2d at 1270-71. In this case, the Staff relied on 10 C.F.R. § 2.1315s generic no-significant-hazards-consideration finding, which applies to license transfers and contemplates only those amendments that do[] no USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 23 of 158 more than conform the license to reflect the transfer action, i.e., name substitutions, see id. at § 2.1315, even though Staff stripped from the licensewithout any explanationa $50 million financial assurance condition. Stay Mot. 12.

It is true that nearly a year ago, on February 20, 2019, the Commonwealth asked the NRC for a hearing to contest the requested actions that the NRC has since made effective prior to ruling on that request. The Commission now seizes on the Commonwealths effort to present its views to the Commission and preserve its rights and claims to bolster NRCs claim here that this Court lacks jurisdiction to review any of the NRCs orders. NRC Br. 14. But the Commonwealth did not choose to be stuck with claims contesting the same decisions pending before this Court and the agency by simultaneously seeking reconsideration of already issued NRC orders and review in this Court. Id. Instead, the posture was created by the Commissions decision to make its orders immediately effective prior to a hearing on the Commonwealths petition. The Commissions delay in adjudicating the Commonwealths claims should not be allowed to insulate all of its orders from judicial review. See Allegheny, 932 F.3d.

at 948 (Millett, J., concurring). To be sure, the Commonwealth also challenged Holtecs exemption request in its still-pending petition, again, to preserve the claim, but it has not sought a new hearing on the Staffs decision to grant the exemption in the interimsomething, again, the NRC has conceded it was not obliged to do.

Supra. Nor is this a case where, as the NRC tries to claim by analogy, the USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 24 of 158 Commonwealth sought reconsideration before the agency and that request remains pending. NRC Br. 14 n.9.

In summary, the NRCs license transfer, license amendment, and Exemption Orders are also reviewable now. This Court should reject the NRCs attempt to create a Kafkaesque regime, Allegheny, 932 F.3d. at 948 (Millett, J., concurring), that gives licensees the financial benefit of expeditious agency action notwithstanding the complete absence of any public necessity or benefit while sidelining a sovereign states challenges to those very actions until the Commission has time to address them.

II. The Commonwealth is Not Required to Exhaust Any Administrative Remedies Because the NRC Has Made its Decisions Immediately Effective.

The NRC also suggests that this Court should decline jurisdiction to review the Commonwealths petition because it has failed to exhaust its administrative remedies before the NRC. E.g., NRC Br. 14 n.9, 16. Indeed, its argument, fundamentally, is that the Commonwealth should have to exhaust the contentions the Commonwealth filed long-before the NRC acted by waiting until the Commission addresses them.

But exhaustion of administrative remedies is not a jurisdictional bar to review by this Court here. Vermont Department of Public Serv. v. United States, 684 F.3d 149, 156-57 (D.C. Cir. 2012) (exhaustion non-jurisdictional under Hobbs Act). Indeed, exhaustion is a prerequisite to judicial review only when expressly required by statute or when an agency rule requires appeal before review and the administrative action is made inoperative pending that review. Marine Mammal Conservancy, Inc. v. Department of USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 25 of 158 Agric., 134 F.3d 409, 411 (D.C. Cir. 1998) (quoting Darby v. Cisneros, 509 U.S. 137, 154 (1993) (emphases added)). Neither is true here.

It is undisputed that the NRCs license transfer, license amendment, and Exemption Orders are not inoperative; the very purpose of the Final No Significant Hazards Consideration determination was to do the precise oppositemake them operative, immediately. The NRCs claim that a Commission decision at some undefined future date to rescind the Staff license transfer and amendment order would require Entergy and Holtec to return the plant ownership to the status quo ante and revert to the conditions existing before the transfer, NRC Br. 13, does not alter this settled rule. See Marine Mammal, 134 F.3d at 411. Even if that were not the case, the NRC cites no example of the Commission actually rescinding a prior-issued license, and provides no explanation as to how it would effect such a result. See NRC Br. 1-23.5 For example, if Holtec dropped a spent nuclear fuel cask and released radiation into the environment, how would the Companies undo the potential harm to the environment and the public?6 Or, for example, how would the NRC secure repayment of withdrawn Trust Fund money from two companies with no assets other 5

Accordingly, Holtec has apparently spent months transitioning insurance, employment matters, IT systems, and everything else required to assume immediate control of Pilgrim, Holtec Br. 2-3, and it has awarded major contracts to other companies to complete the decommissioning and site restoration work as Pilgrims new licensee, see, e.g., GEH Contract for Pilgrim Internals Dismantling, World Nuclear News, Dec. 4, 2019, https://tinyurl.com/qot736f.

6 See NRC Br. Ex.2, at 20 (describing Holtec cask-drop in 2018).

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 26 of 158 than the Trust Fund? The simple fact is that the NRC cannot guarantee that it can unwind (NRC Br. 5-6) the consequences of its unlawful decision to make the license transfer, license amendment, and Exemption Order immediately effective if it (as it should) comes to a different conclusion at a later date.

Finally, the NRCs claim that the Commonwealths inclusion of a no-significant-hazards contention in its petition to the Commission renders that Commissions otherwise reviewable final order non-final was undermined fatally by the Commissions adoption of the Commonwealths position that the Staffs Final No Significant Hazards Consideration determination was indeed final when issued. The NRCs claim was then buried by the Commissions decision declining discretionary review of it. Compare NRC Br. 14 n.9, with Add-91. In addition to rejecting the NRC and the Companies existing arguments, this Court should thus also reject any post hoc attempt by the NRC in reply to resurrect its claim based on the Commissions inherent authority to reconsider past final ordersa power that nearly all agencies enjoy within certain boundaries regarding their finaland reviewableagency actions. See Albertson v. FCC, 182 F.2d 397, 399 (D.C. Cir. 1951); County of Rockland v.

NRC, 709 F.2d 766, 775 & n.12 (2d Cir. 1983).

CONCLUSION The Court should deny the motions to dismiss.

//

//

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 27 of 158 Respectfully submitted, COMMONWEALTH OF MASSACHUSETTS MAURA HEALEY Attorney General of the Commonwealth of Massachusetts, By its attorneys,

/S/ Seth Schofield SETH SCHOFIELD Senior Appellate Counsel JOSEPH DORFLER Assistant Attorney General LIAM J. PASKVAN*

Special Assistant Attorney General Energy and Environment Bureau OFFICE OF THE ATTORNEY GENERAL OF MASSACHUSETTS One Ashburton Place, 18th Floor Boston, Massachusetts 02108 (617) 963-2436 Dated: January 10, 2020 seth.schofield@mass.gov

• application for admission pending USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 28 of 158 CERTIFICATE OF COMPLIANCE WITH FED. R. APP. P. 32 I hereby certify that:

1. This opposition complies with the type-volume limitations of Fed. R. App.

P. 27(d)(2), because it contains 5,169 words, excluding the accompanying documents authorized by Fed. R. App. P. 27(a)(2)(B) and the parts of the opposition exempted by Fed. R. App. P. 32(f); and.

2. This opposition complies with the typeface and type-style requirements of Fed. R. App. P. 27(d)(1) (referring to Fed. R. App. 32(a)(5), (a)(6)) because this opposition has been prepared in a proportionally spaced typeface using Microsoft Word 2010 with 14-point, Garamond-style font.

Dated: January 10, 2020 /s/ Seth Schofield Seth Schofield Counsel for the Commonwealth of Massachusetts CERTIFICATE OF SERVICE I hereby certify that I electronically filed the foregoing Opposition to the Motions to Dismiss with the United States Court of Appeals for the District of Columbia Circuit by using the appellate CM/ECF system on January 10, 2020, and that parties or their counsel of record are registered as ECF Filers and that they will be served by the CM/ECF system. I further certify that pursuant to Circuit Rule 27(b), the original and four paper copies of this filing will be sent to the Court on January 13, 2020 via overnight United Parcel Service (UPS) delivery.

Dated: January 10, 2020 /s/ Seth Schofield Seth Schofield Counsel for the Commonwealth of Massachusetts

-a-

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 29 of 158 Addendum

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 30 of 158 ADDENDUM TABLE OF CONTENTS Page Addendum ..................................................................................................................... Add-##

Order Approving Direct and Indirect Transfer of License and Conforming Amendment in In the Matter of Entergy Nuclear Generation Company, Entergy Nuclear Operations, Inc. (Pilgrim Nuclear Power Station), EA-19-084, Docket Nos. 50-293 and 72-1044 (Aug. 22, 2019) .................................................................... Add-1 Amendment to Renewed Facility Operating License for Pilgrim Nuclear Power Station, Renewed License No. DPR-35, Docket No. 50-293, issued to Holtec Decommissioning International, LLC and Holtec Pilgrim, LLC (Aug. 22, 2019) .................................................................................................................. Add-8 Safety Evaluation Safety Evaluation by the Office of Nuclear Reactor Regulation Related to Request for Direct and Indirect Transfers of Control of Renewed Facility Operating License No. DPR-35 and the General License for the Independent Spent Fuel Storage Installation from Entergy Nuclear Generation Company and Entergy Nuclear Operations, Inc. to Holtec Pilgrim, LLC and Holtec Decommissioning International, LLC (Pilgrim Nuclear Power Station), Docket Nos. 50-293 and 72-1044 (Aug.

22, 2019)...........................................................................................................................Add-19 Final No Significant Hazards Consideration for the License Amendment in Safety Evaluation Report ..........................................................Add-43 Finding that the License Transfer Order and the License Amendment are categorically exempt from any review under the National Environmental Policy Act (NEPA), 42 U.S.C. §§ 4321-4347 in Safety Evaluation Report .................................................................................................Add-51 Exemption granted to Holtec Decommissioning International, LLC (Pilgrim Nuclear Power Station), Docket No. 50-293 (Aug 22, 2019) ..................Add-54 Environmental Assessment and Finding of No Significant Impact under NEPA for the Exemption, 84 Fed. Reg. 43,186 (Aug. 20, 2019) ...........................Add-66 Direct and Indirect Transfer of License; Order, 84 Fed. Reg. 45,176 (Aug.

28, 2019)...........................................................................................................................Add-69

-i-

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 31 of 158 Table of Contents - Continued Page Exemption; Issuance, 84 Fed. Reg. 45,178 (Aug. 28, 2019) ....................................Add-71 Biweekly Notice; Applications and Amendments to Facility Operating Licenses and Combined Licenses Involving No Significant Hazards Considerations, 84 Fed. Reg. 50,078 (Sept. 24, 2019) ..............................................Add-76 Memorandum and Order, In re Entergy Nuclear Operations, Inc., Entergy Nuclear Generation Co., Holtec International, and Holtec Decommissioning International, LLC (Pilgrim Nuclear Power Station), CLI-19-11 (Dec. 17, 2019) .................................................................................................................................Add-86 Pilgrim Nuclear Power Station: DECON Site-Specific Decommissioning Cost Estimate (Nov. 16, 2018) submitted by Holtec Decommissioning International, LLC & Comprehensive Decommissioning International, LLC (excerpt) ............................................................................................................... Add-124

- ii -

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 32 of 158 UNITED STATES OF AMERICA NUCLEAR REGULATORY COMMISSION In the Matter of )

)

Entergy Nuclear Generation Company )

Entergy Nuclear Operations, Inc. ) Docket Nos.: 50-293 and 72-1044

) License No.: DPR-35 Pilgrim Nuclear Power Station )

EA-19-084 )

ORDER APPROVING DIRECT AND INDIRECT TRANSFER OF LICENSE AND CONFORMING AMENDMENT I.

Entergy Nuclear Operations, Inc. (ENOI) and Entergy Nuclear Generation Company (ENGC) are the holders of Renewed Facility Operating License No. DPR-35, for the Pilgrim Nuclear Power Station (Pilgrim), and the general license for the Pilgrim Independent Spent Fuel Storage Installation (ISFSI). Pilgrim permanently ceased operations on May 31, 2019.

Pursuant to Sections 50.82(a)(1)(i) and (a)(1)(ii) of Title 10 of the Code of Federal Regulations (10 CFR), by letter dated June 10, 2019 (Agencywide Documents Access and Management System (ADAMS) Accession No. ML19161A033), ENOI certified to the U.S. Nuclear Regulatory Commission (NRC) that it had permanently ceased operations at Pilgrim and that all fuel had been permanently removed from the reactor. Therefore, pursuant to 10 CFR 50.82(a)(2),

operations at Pilgrim are no longer authorized under the license issued under 10 CFR Part 50, Domestic Licensing of Production and Utilization Facilities, and ENOI and ENGC are licensed to possess, but not use or operate, Pilgrim under Renewed Facility Operating License No. DPR-35, subject to the conditions specified therein. The Pilgrim site is located in the town of Plymouth, Massachusetts, in Plymouth County on Cape Cod Bay.

Add-001

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 33 of 158 II.

By letter dated November 16, 2018 (ADAMS Accession No. ML18320A031), and as supplemented by letters dated November 16, 2018, April 17, 2019, and July 29, 2019 (ADAMS Accession Nos. ML18320A040, ML19109A177, and ML19210E470, respectively), ENOI, on behalf of itself and ENGC (to be known as Holtec Pilgrim, LLC), Holtec International (Holtec),

and Holtec Decommissioning International, LLC (HDI) (together, the Applicants), requested that the NRC consent to the proposed direct and indirect transfer of the Pilgrim Renewed Facility Operating License No. DPR-35 and the general license for the Pilgrim ISFSI (collectively referred to as the facility). Specifically, the Applicants requested that the NRC consent to the direct transfer of ENOIs currently licensed authority (licensed operator for decommissioning) to HDI. In addition, the Applicants requested the indirect transfer of control of ENGCs ownership interests in the facility licenses to Holtec. The Applicants also requested that the NRC approve a conforming administrative amendment to the facility licenses to reflect the proposed direct transfer of the license from ENOI to HDI, as well as a planned name change from ENGC to Holtec Pilgrim. The Applicants submitted these direct and indirect transfer requests to the NRC for approval under Section 184, Inalienability of Licenses, of the Atomic Energy Act of 1954, as amended (AEA); 10 CFR 50.80, Transfer of Licenses; 10 CFR 72.50, Transfer of Licenses; and 10 CFR 50.90, Application for Amendment of License, Construction Permit, or Early Site Permit.

ENOI and ENGC intend to transfer the licensed possession, maintenance, and decommissioning authorities to HDI to implement expedited decommissioning at Pilgrim. Following approval and implementation of the proposed direct transfer of control of the license, HDI would assume licensed responsibility for Pilgrim through the direct transfer of ENOIs responsibility for licensed activities at Pilgrim to HDI. If the proposed indirect transfer of control is approved, ENGC would change its name to Holtec Pilgrim, LLC (Holtec Pilgrim), but 2

Add-002

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 34 of 158 the same legal entity would continue to exist before and after the proposed transfer. Holtec Pilgrim would also enter into an operating agreement with HDI, which provides for HDI to act as Holtec Pilgrims agent and for HDI to pay Holtec Pilgrims costs of operation, including all decommissioning costs. Holtec Pilgrim would own the Pilgrim facility as well as its associated assets and real estate, including its nuclear decommissioning trust fund, title to spent nuclear fuel, and rights pursuant to the terms of its Standard Contract for Disposal of Spent Nuclear Fuel and/or High-Level Radioactive Waste with the U.S. Department of Energy. Upon the proposed license transfer, HDI would assume responsibility for compliance with the current licensing basis, including regulatory commitments that exist at the closing of the transaction between the Applicants, and would implement any changes under applicable regulatory requirements and practices. HDIs licensed activities will involve possessing and disposing of radioactive material, maintaining the facility in a safe condition (including handling, storing, controlling, and protecting the spent fuel), decommissioning and decontaminating the facility, and maintaining the ISFSI until it can be decommissioned, each in accordance with the license and NRC regulations.

The NRC published the notice of NRC consideration of the license transfer application in the Federal Register (FR) on January 31, 2019 (84 FR 816), and included an opportunity to comment, request a hearing, and petition for leave to intervene. On February 20, 2019 (ADAMS Accession No. ML19051A114), the Commonwealth of Massachusetts filed a request for a hearing and petition for leave to intervene, submitting two contentions challenging the proposed license transfer. On February 20, 2019 (ADAMS Accession No. ML19051A019),

Pilgrim Watch also filed a request for a hearing and petition for leave to intervene with two contentions challenging the proposed license transfer. On April 24, 2019 (ADAMS Accession No. ML19114A519), the Commonwealth of Massachusetts filed a motion to supplement its motion to intervene and request for hearing with new information. On April 26, 2019 (ADAMS Accession No. ML19116A162) and May 9, 2019 (ADAMS Accession No. ML19129A473),

3 Add-003

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 35 of 158 Pilgrim Watch filed motions to supplement its motion to intervene and request for hearing with new information. On July 16, 2019 (ADAMS Accession No. ML19197A330), Pilgrim Watch submitted a motion to file a new contention. On August 1, 2019 (ADAMS Accession No. ML19213A313), the Commonwealth of Massachusetts filed a motion to stay the license transfer proceeding for 90 days to permit the completion of settlement negotiations. These requests are currently pending before the Commission. The NRC also received public comments on this application for license transfer, which are summarized in the safety evaluation for this license transfer request.

The NRC staff notes, in Enclosure 2 of the application dated November 16, 2018, in support of the license transfer request, that the Applicants submitted a request for an exemption to 10 CFR 50.82(a)(8)(i)(A) to allow Holtec Pilgrim and HDI to make withdrawals from the Pilgrim decommissioning trust fund for spent fuel management and site restoration activities.

The staff approved the exemption request on August 22, 2019 (ADAMS Accession No. ML19192A083). The NRC is issuing the exemption to Holtec Pilgrim and HDI simultaneously with this Order.

Pursuant to 10 CFR 50.80, no license for a production or utilization facility, or any right thereunder, shall be transferred, either voluntarily or involuntarily, directly or indirectly, through transfer of control of the license to any person, unless the Commission gives its consent in writing. Upon review of the information in the application and other information before the Commission, and relying upon the representations and agreements contained in the application, the NRC staff has determined that Holtec Pilgrim and HDI are qualified to be the holders of the licenses, and that the direct and indirect transfer of the licenses, as described in the application, is otherwise consistent with the applicable provisions of law, regulations, and orders issued by the Commission pursuant thereto, subject to the condition set forth below.

4 Add-004

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 36 of 158 Upon review of the application for a conforming amendment to the Pilgrim license to reflect the direct and indirect transfer of the Pilgrim licenses, the NRC staff determined the following:

(1) The application for the proposed license amendment complies with the standards and requirements of the Atomic Energy Act of 1954, as amended, and the Commissions rules and regulations set forth in 10 CFR Chapter I, Nuclear Regulatory Commission.

(2) There is reasonable assurance that the activities authorized by the proposed license amendment can be conducted without endangering public health and safety and that such activities will be conducted in compliance with the Commissions regulations.

(3) The issuance of the proposed license amendment will not be inimical to the common defense and security or to public health and safety.

(4) The issuance of the proposed license amendment is in accordance with 10 CFR Part 51, Environmental Protection Regulations for Domestic Licensing and Related Regulatory Functions, of the Commissions regulations, and all applicable requirements have been satisfied.

The findings set forth above are supported by an NRC safety evaluation dated August 22, 2019, which is available at ADAMS Accession No. ML19170A250.

III.

Accordingly, pursuant to Sections 161b, 161i, 161o, and 184 of the Atomic Energy Act of 1954, as amended; 42 U.S.C. Sections 2201(b), 2201(i), 2201(o), and 2234; and 10 CFR 50.80, 10 CFR 72.50, and 10 CFR 50.90, IT IS HEREBY ORDERED that the application for the direct and indirect transfer of the licenses, as described herein, is approved for Pilgrim and the ISFSI, subject to the following conditions:

5 Add-005

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 37 of 158 (1) Prior to the closing of the license transfer, Holtec Pilgrim and HDI shall provide the Directors of NRCs Office of Nuclear Material Safety and Safeguards (NMSS) and Office of Nuclear Reactor Regulation (NRR) satisfactory documentary evidence that they have obtained the appropriate amount of insurance required of a licensee under 10 CFR 140.11(a)(4) and 10 CFR 50.54(w) of the Commissions regulations.

(2) The NRC staffs approval of this license transfer is subject to the Commissions authority to rescind, modify, or condition the approved transfer based on the outcome of any post-effectiveness hearing on the license transfer application. For example, if the Commission overturns the NRC staffs approval of this license transfer, this Order and any conforming amendments reflecting this transfer, will be rescinded, and the Applicants must return the plant ownership to the status quo ante and revert to the conditions existing before the transfer.

IT IS FURTHER ORDERED that, consistent with 10 CFR 2.1315(b), the license amendment that makes changes, as indicated in Enclosure 2 to the cover letter forwarding this Order, to conform the license to reflect the subject direct and indirect license transfer, is approved. The amendment shall be issued and made effective within 30 days of the date when the proposed direct and indirect license transfer action is completed.

IT IS FURTHER ORDERED that Holtec Pilgrim and HDI shall, at least 2 business days prior to closing, inform the Directors of NMSS and NRR in writing of the date of closing of the license transfer for Pilgrim and the ISFSI. Should the transfer of the license not be completed within 1 year of this Orders date of issuance, this Order shall become null and void; provided, however, that upon written application and for good cause shown, such date may be extended by order.

This Order is effective upon issuance.

6 Add-006

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 38 of 158 For further details with respect to this Order, see the initial application dated November 16, 2018, as supplemented by letters dated November 16, 2018, April 17, and July 29, 2019, and the associated NRC safety evaluation dated August 22, 2019, which are available for public inspection at the Commissions Public Document Room, located at One White Flint North, 11555 Rockville Pike (first floor), Rockville, Maryland. Publicly available documents are accessible electronically through ADAMS in the NRC Library at http://www.nrc.gov/reading-rm/adams.html. Persons who encounter problems with ADAMS should contact the NRCs Public Document Room reference staff by telephone at 1-800-397-4209 or 301-415-4737 or by e-mail to pdr.resource@nrc.gov.

Dated at Rockville, Maryland this 22nd day of August, 2019.

FOR THE NUCLEAR REGULATORY COMMISSION

/RA/

Ho K. Nieh, Director, Office of Nuclear Reactor Regulation.

7 Add-007

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 39 of 158 UNITED STATES WASHINGTON, D.C. 20555-0001 HOLTEC DECOMMISSIONING INTERNATIONAL, LLC HOLTEC PILGRIM, LLC PILGRIM NUCLEAR POWER STATION DOCKET NO. 50-293 AMENDMENT TO RENEWED FACILITY OPERATING LICENSE Amendment No. XXX Renewed License No. DPR-35

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

A. The application for amendment filed by Entergy Nuclear Operations, Inc. (ENOI),

on behalf of itself and Entergy Nuclear Generation Company (ENGC) (to be known as Holtec Pilgrim, LLC), Holtec International (Holtec), and Holtec Decommissioning International, LLC (HDI), dated November 16, 2018, as supplemented by letters dated November 16, 2018, April 17, and July 29, 2019, complies with the standards and requirements of the Atomic Energy Act of 1954, as amended (the Act), and the Commission's rules and regulations set forth in 10 CFR Chapter I; B. The facility will operate in conformity with the application, the provisions of the Act, and the rules and regulations of the Commission; C. There is reasonable assurance: (i) that the activities authorized by this amendment 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; D. The issuance of this amendment will not be inimical to the common defense and security or to the health and safety of the public; and E. The issuance of this amendment is in accordance with 10 CFR Part 51 of the Commission's regulations and all applicable requirements have been satisfied.

Add-008

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 40 of 158

2. Accordingly, Renewed Facility Operating License No. DPR-35 is amended as indicated in the attachment to this license amendment.

3. This license amendment is effective as of its date of issuance and shall be implemented within 30 days from that date.

FOR THE NUCLEAR REGULATORY COMMISSION Ho K. Nieh, Director Office of Nuclear Reactor Regulation

Attachment:

Changes to Renewed Facility Operating License No. DPR-35, Technical Specifications, and Appendix B, Additional Conditions Date of Issuance:

Add-009

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 41 of 158 ATTACHMENT TO LICENSE AMENDMENT NO. XXX PILGRIM NUCLEAR POWER STATION RENEWED FACILITY OPERATING LICENSE NO. DPR-35 DOCKET NO. 50-293 Replace the following pages of the Renewed Facility Operating License; Appendix A, Technical Specifications, and Appendix B, Additional Conditions, with the attached revised pages. The revised pages are identified by amendment number and contain vertical lines indicating the areas of change.

Renewed Facility Operating License No. DPR-35 REMOVE INSERT 1 1 2 2 3 3 4 4 5 5 Appendix A, Technical Specifications REMOVE INSERT Title page Title page 4.0-1 4.0-1 Appendix B, Additional Conditions REMOVE INSERT 1 1 Add-010

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 42 of 158 HOLTEC PILGRIM, LLC And HOLTEC DECOMMISSIONING INTERNATIONAL (PILGRIM NUCLEAR POWER STATION)

DOCKET NO. 50-293 RENEWED FACILITY OPERATING LICENSE Renewed License No. DPR-35 The Nuclear Regulatory Commission (the Commission) has found that:

a. Except as stated in condition 5, construction of the Pilgrim Nuclear Power Station (the facility) has been substantially completed in conformity with the application, as amended, the Provisional Construction Permit No. CPPR-49, the provisions of the Atomic Energy Act of 1954, as amended (the Act), and the rules and regulations of the Commission as set forth in Title 10, Chapter 1, CFR; and

b. The facility will operate in conformity with the application, as amended, the provisions of the Act, and the rules and regulations of the Commission; and

c. There is reasonable assurance (i) that the activities authorized by the renewed 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 rules and regulations of the Commission; and

d. Holtec Pilgrim, LLC (Holtec Pilgrim) is financially qualified and Holtec Decommissioning International, LLC (HDI) is technically and financially qualified to engage in the activities authorized by this renewed operating license, in accordance with the rules and regulations of the Commission; and

e. Holtec Pilgrim and HDI have satisfied the applicable provisions of 10 CFR Part 140, "Financial Protection Requirements and Indemnity Agreements" of the Commission's regulations; and

f. The issuance of this renewed operating license will not be inimical to the common defense and security or to the health and safety of the public; and

g. After weighing the environmental, economic, technical, and other benefits of the facility against environmental costs and considering available alternatives, the issuance of this renewed operating license (subject to the condition for protection of the environment set forth herein) is in accordance with 10 CFR Part 51 of the Commission's regulations and all applicable requirements of said regulations have been satisfied; and

h. Actions have been identified and have been or will be taken with respect to (1) managing the effects of aging during the period of extended operation on the functionality of structures and components that have been identified to require review under Amendment No. XXX Add-011

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 43 of 158 10 CFR 54.21(a)(1 ); and (2) time-limited aging analyses that have been identified to require review under 10 CFR 54.21 (c), such that there is reasonable assurance that the activities authorized by the renewed operating license will continue to be conducted in accordance with the current licensing basis, as defined in 10 CFR 54.3, for the facility, and that any changes made to the facility's current licensing basis in order to comply with 10 CFR 54.29(a) are in accordance with the Act and the Commission's regulations.

Facility Operating License No. DPR-35, dated June 8, 1972, issued to the Boston Edison Company (Boston Edison) is hereby amended in its entirety, pursuant to an Initial Decision dated September 13, 1972, by the Atomic Safety and Licensing Board, to read as follows:

1. This renewed operating license applies to the Pilgrim Nuclear Power Station, a single cycle, forced circulation, boiling water nuclear reactor and associated electric generating equipment (the facility), owned by Holtec Pilgrim and maintained and operated for decommissioning by HDI. The facility is located on the western shore of Cape Cod Bay in the town of Plymouth on the Holtec Pilgrim site in Plymouth County, Massachusetts, and is described in the "Final Safety Analysis Report," as supplemented and amended.

2. Subject to the conditions and requirements incorporated herein, the Commission hereby licenses:

A. Pursuant to the Section 104b of the Atomic Energy Act of 1954, as amended (the Act) and 10 CFR Part 50, "Licensing of Production and Utilization Facilities," a)

Holtec Pilgrim to possess, and b) HDI to possess, maintain, and decommission the facility at the designated location on the Pilgrim site; B. HDI, pursuant to the Act and 10 CFR 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; C. HDI, pursuant to the Act and 10 CFR Parts 30, 40 and 70 to receive, possess and use at any time any byproduct, source or special nuclear material as sealed neutron sources for reactor startup, sealed sources for reactor instrumentation and radiation monitoring equipment calibration, and as fission detectors in amounts as required; D. HDI, 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 to chemical or physical form, for sample analysis or instrument calibration or associated with radioactive apparatus or components; and E. HDI, pursuant to the Act and 10 CFR Parts 30 and 70, to possess, but not separate, such byproduct and special nuclear materials as may be produced by the operation of the facility.

3. This renewed operating license shall be deemed to contain and is subject to the conditions specified in the following Commission regulations; 10 CFR Part 20, Section 30.34 of 10 CFR Part 30, Section 40.41 of 10 CFR Part 40, Sections 50.54 and 50.59 of 10 CFR Part 50 and Section 70.32 of 10 CFR Part 70; and is subject to all applicable Amendment No. XXX Renewed License No. DPR-35 Add-012

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 44 of 158 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 below:

A Maximum Power Level HDI is authorized to operate the facility at steady state power levels not to exceed 2028 megawatts thermal.

B. Technical Specifications The Technical Specifications contained in Appendix A, as revised through Amendment No. XXX, are hereby incorporated in the renewed operating license.

The licensee shall operate the facility in accordance with the Technical Specifications.

C. Records HDI shall keep facility operating records in accordance with the requirements of the Technical Specifications.

D. Equalizer Valve Restriction - DELETED E. Recirculation Loop Inoperable - DELETED F. Fire Protection HDI shall implement and maintain in effect all provisions of the approved fire protection program as described in the Final Safety Analysis Report for the facility and as approved in the SER dated December 21, 1978 as supplemented subject to the following provision:

HDI 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.

G. Physical Protection The licensee shall fully implement 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 ( 51 FR 27817 and 27822) and to the authority of 10 CFR 50.90 and 10 CFR 50.54(p). The combined set of plans, which contain Safeguards Information protected under 10 CFR 73.21, is entitled: "Pilgrim Nuclear Power Station Physical Security, Training and Qualification, and Safeguards Contingency Plan, Revision O" submitted by letter dated October 13, 2004, as supplemented by letter dated May 15, 2006.

The licensee 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 50.90 and 10 CFR 50.54(p). The licensee's CSP was approved by License Amendment No. 236, as supplemented by changes approved by Amendment Nos. 238,241,244, and 247.

Amendment No. XXX Renewed License No. DPR-35 Add-013

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 45 of 158 H. Post-Accident Sampling System, NUREG-0737, Item 11.B.3. and Containment Atmospheric Monitoring System, NUREG-0737, Item 11.F.1{6)

The licensee shall complete the installation of a post-accident sampling system and a containment atmospheric monitoring system as soon as practicable, but no later than June 30, 1985.

I. Additional Conditions The Additional Conditions contained in Appendix B, as revised through Amendment No. XXX, are hereby incorporated into this renewed operating license. HDI shall operate the facility in accordance with the Additional Conditions.

J. Conditions Related to the Sale and Transfer (1) Deleted (2) Deleted (3) Deleted (4) Deleted Amendment No. XXX Renewed License No. DPR-35 Add-014

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 46 of 158 (5) The Decommissioning Trust agreement(s) shall be in a form which is acceptable to the NRC and shall provide, in addition to any other clauses, that:

a) Investments in the securities or other obligations of Holtec Pilgrim, Holtec International, their affiliates, subsidiaries or associates, or their successors or assigns shall be prohibited. In addition, except for investments tied to market indexes or other non-nuclear sector mutual funds, investments in any entity owning one or more nuclear power plants is prohibited.

b) The Director, Office of Nuclear Reactor Regulation, shall be given 30 days prior written notice of any material amendment to the trust agreement(s).

K. Mitigation Strategy License Condition Develop and maintain strategies for addressing large fires and explosions and that include the following key areas:

(a) Fire fighting response strategy with the following elements:

1. Pre-defined coordinated fire response strategy and guidance

2. Assessment of mutual aid fire fighting assets

3. Designated staging areas for equipment and materials

4. Command and control

5. Training of response personnel (b) Operations to mitigate fuel damage considering the following:

1. Protection and use of personnel assets

2. Communications

3. Minimizing fire spread

4. Procedures for implementing integrated fire response strategy

5. Identification of readily-available pre-staged equipment

6. Training on integrated fire response strategy

7. Spent fuel pool mitigation measures (c) Actions to minimize release to include consideration of:

1. Water spray scrubbing

2. Dose to onsite responders L. The licensee shall implement and maintain all Actions required by Attachment 2 to NRC Order EA-06-137, issued June 20, 2006, except the last action that requires incorporation of the strategies into the site security plan, contingency plan, emergency plan and/or guard training and qualification plan, as appropriate.

M. Upon Implementation of Amendment No. 231 adopting TSTF-448, Revision 3, the determination of control room envelope (CRE) unfiltered air inleakage required by SR 4.7.6.2.e in accordance with TS 5.5.8.c.(i), the assessment of CRE habitability as required by Specification 5.5.8.c.(ii), and the measurement Amendment No. XXX Renewed License No. DPR-35 Add-015

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 47 of 158 APPENDIX A TO FACILITY OPERATING LICENSE DPR-35 TECHNICAL SPECIFICATION AND BASES FOR PILGRIM NUCLEAR POWER STATION PLYMOUTH.MASSACHUSETTS Holtec Pilgrim, LLC and Holtec Decommissioning International, LLC Amendment No. 484, ~ . XXX Add-016

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 48 of 158 Design Features 4.0 4.0 DESIGN FEATURES 4.1 Site Location Pilgrim Nuclear Power Station is located on the western shore of Cape Cod Bay in the Town of Plymouth, Plymouth County, Massachusetts and contains approximately 517 acres owned by Holtec Pilgrim as shown on FSAR Figures 2.2-1 and 2.2-2. The site boundary is posted and a perimeter security fence provides a distinct security boundary for the protected area of the station.

The reactor (center line) is located approximately 1800 feet from the nearest property boundary.

4.2 Deleted 4.3 Fuel Storage 4.3.1 Criticality 4.3.1.1 The spent fuel storage racks are designed and shall be maintained with:

a. Fuel assemblies having a maximum k-infinity of 1.32 for standard core geometry, calculated at the burn up of maximum bundle reactivity, and an average U-235 enrichment of 4.6 % averaged over the axial planar zone of highest average enrichment; and

b. Kett s 0.99 if fully flooded with unborated water, which includes an allowance for uncertainties as described in Section 10.3.5 of the FSAR.

( continued)

PNPS 4.0-1 Amendment No. 477-, 4-84, 249, XXX Add-017

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 49 of 158 APPENDIX B ADDITIONAL CONDITIONS OPERATING LICENSE NO. DPR-35 Holtec Decommissioning International, LLC shall comply with the following conditions on the schedules noted below:

Amendment Implementation Number Additional Conditions Date 177 The licensee is authorized to relocate certain The amendment shall be Technical Specifications requirements to implemented within 30 days licensee-controlled documents. from July 31, 1998, except Implementation of this amendment shall that the licensee shall have include relocation of various sections of the until the next scheduled technical specifications to the appropriate Updated Final Safety documents as described in the licensee's Analysis Report (UFSAR) application dated September 19, 1997, and update to incorporate the in the staff's safety evaluation attached to UFSAR relocations.

this amendment.

Amendment No. 47-7, 484, ~ . XXX Add-018

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 50 of 158 SAFETY EVALUATION BY THE OFFICE OF NUCLEAR REACTOR REGULATION RELATED TO REQUEST FOR DIRECT AND INDIRECT TRANSFERS OF CONTROL OF RENEWED FACILITY OPERATING LICENSE NO. DPR-35 AND THE GENERAL LICENSE FOR THE INDEPENDENT SPENT FUEL STORAGE INSTALLATION FROM ENTERGY NUCLEAR GENERATION COMPANY AND ENTERGY NUCLEAR OPERATIONS, INC.

TO HOLTEC PILGRIM, LLC AND HOLTEC DECOMMISSIONING INTERNATIONAL, LLC PILGRIM NUCLEAR POWER STATION DOCKET NOS. 50-293 AND 72-1044

1.0 INTRODUCTION

By application dated November 16, 2018 (Agencywide Documents Access and Management System (ADAMS) Accession No. ML18320A031), as supplemented by letters dated November 16, 2018, April 17, and July 29, 2019 (ADAMS Accession Nos. ML18320A040, ML19109A177, and ML19210E470, respectively), Entergy Nuclear Operations, Inc. (ENOI), on behalf of itself and Entergy Nuclear Generation Company (ENGC) (to be known as Holtec Pilgrim, LLC), Holtec International (Holtec), and Holtec Decommissioning International, LLC (HDI), (hereinafter referred to as Applicants), requested that the U.S. Nuclear Regulatory Commission (NRC) consent to the following actions:

(1) the direct transfer of ENOIs operating authority to HDI, and (2) the indirect transfer of control of the Renewed Facility Operating License No. DPR-35 for the Pilgrim Nuclear Power Station (Pilgrim), as well as the general license for the Pilgrim Independent Spent Fuel Storage Installation (ISFSI), to Holtec.

The Applicants also requested that the NRC approve a conforming administrative amendment to the facility licenses, to reflect the proposed direct transfer of the licenses from ENOI to HDI and the planned name change for ENGC, from ENGC to Holtec Pilgrim, LLC (Holtec Pilgrim)

The supplements dated April 17, and July 29, 2019, provided additional information that clarified the application and did not expand the scope of the application as originally noticed in the Federal Register (FR) on January 31, 2019 (84 FR 816).

Add-019

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 51 of 158

2.0 REGULATORY EVALUATION

2.1 Background By letter dated November 10, 2015 (ADAMS Accession No. ML15328A053), ENOI notified the NRC of its intent to permanently cease operations at Pilgrim no later than June 1, 2019. By letter dated June 10, 2019 (ADAMS Accession No. ML19161A033), ENOI certified to the NRC that power operations ceased at Pilgrim on May 31, 2019, and fuel was permanently removed from the reactor vessel and placed in the spent fuel pool (SFP) on June 9, 2019. Pursuant to 10 CFR 50.82(a)(2), upon docketing of the certifications of permanent cessation of power operations and permanent removal of fuel from the reactor vessel in accordance with Title 10 of the Code of Federal Regulations (10 CFR) 50.82(a)(1)(i) and (ii), and the license under 10 CFR Part 50, Domestic Licensing of Production and Utilization Facilities, no longer authorizes operation of the reactor or emplacement or retention of fuel in the reactor vessel.

By letter dated November 16, 2018, ENOI submitted the Pilgrim Post-Shutdown Decommissioning Activities Report (PSDAR) (ADAMS Accession No. ML18320A034), which describes ENOIs plan to utilize the SAFSTOR method for decommissioning. In accordance with ENOIs SAFSTOR decommissioning approach, license termination would occur in 2079 and site restoration would be completed by 2080. The Applicants stated that the license transfer is being sought to effectuate a transaction under which Holtec Pilgrim will own the Pilgrim facility, including the ISFSI, pursuant to the terms of the Equity Purchase and Sale Agreement (EPSA), and HDI will assume the licensed responsibility for maintaining and decommissioning the facility, as the decommissioning operator of Pilgrim. The Applicants further stated that the transfer is desirable, because it will result in the prompt decommissioning of Pilgrim, consistent with the DECON method for decommissioning, as described in HDIs revised PSDAR, dated November 16, 2018 (ADAMS Accession No. ML18320A040). In accordance with HDIs DECON decommissioning approach, the release of all portions of the site other than the ISFSI will occur on an accelerated schedule, within approximately 8 years of the license transfer.

2.2 Pilgrim License Transfer and Equity Sale According to the Applicants, approval of both the direct and indirect transfers is being sought pursuant to a transaction under which 100 percent of the equity interests in ENGC will be transferred to Holtec based upon the terms of an EPSA, dated July 30, 2018 (the nonproprietary, publicly available version can be found as Attachment B at ADAMS Accession No. ML18320A031). Holtec Pilgrim will own the Pilgrim nuclear facility pursuant to the terms of the EPSA, and will have responsibility for Pilgrim as its licensed owner. Holtec Pilgrim will enter into an agreement for decommissioning services with HDI, with HDI acting as Holtec Pilgrims agent and with Holtec Pilgrim paying for all HDI expenses related to decommissioning, spent fuel management, and site restoration. Accordingly, HDI will become the licensed operator for decommissioning.

HDI will contract with Comprehensive Decommissioning International, LLC (CDI), a company jointly formed and owned by Holtec and SNC-Lavalin Group, as the decommissioning general contractor. CDI will perform day-to-day activities at the site, including decommissioning activities, subject to HDIs direct oversight and control as the licensed decommissioning operator. Pursuant to the terms of the EPSA, closing of the transaction cannot occur until the satisfaction of several conditions, including ENOIs certification pursuant to 10 CFR 50.82(a)(1)(ii) that fuel has been permanently removed from the reactor vessel, which, Add-020

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 52 of 158 as noted above, was submitted to the NRC on June 10, 2019, shortly after permanent cessation of operations. Attachments 1A and 1B, Corporate Structure - Pilgrim License Transfer and Equity Sale, of the application include simplified organization charts reflecting the current and post-transfer organizations.

2.3 Revised Post-Shutdown Decommissioning Activities Report In support of its license transfer application, Holtec submitted to the NRC a revised PSDAR for Pilgrim on November 16, 2018 (ADAMS Accession No. ML18320A040), to notify the NRC of changes in the actions and schedules previously described in the ENOI PSDAR. The revised PSDAR updates the information previously provided by ENOI on November 16, 2018 (ADAMS Accession No. ML18320A034), as required by 10 CFR 50.82(a)(7). The revised PSDAR is based and contingent upon NRC approval of this license transfer, and ENGC being acquired by Holtec, pursuant to the terms of the EPSA. On December 17, 2018 (ADAMS Accession No. ML18333A240), the NRC notified ENOI that the staff is treating the revised PSDAR submittal, dated November 16, 2018, as a supplement to the Pilgrim license transfer application, also dated November 16, 2018, until such time as the NRC makes a regulatory decision on the Pilgrim license transfer application. The NRC staff reviewed the revised PSDAR only to determine whether Holtec Pilgrim and HDI are financially and technically qualified to hold the license for Pilgrim and the general license for the Pilgrim ISFSI, as described in the application, and to engage in the proposed maintenance and decommissioning activities associated with the Pilgrim site.

2.4 Regulations and Guidance As described in the application, the proposed transaction constitutes a direct transfer of authority to conduct licensed activities at Pilgrim to HDI and the indirect transfer of control of the Renewed Facility Operating License No. DPR-35 for Pilgrim as well as the general license for the Pilgrim ISFSI, to Holtec, which requires prior NRC approval. For transfers of control of a license, the NRC must find that the transfer of the license is otherwise consistent with the applicable provisions of the law, NRC regulations, and orders issued by the Commission.

The request for approval of the transfers of the Pilgrim licenses was made pursuant to 10 CFR 50.80(a), which states, in part:

No license for a production or utilization facility, or any right thereunder, shall be transferred, assigned, or in any manner disposed of, either voluntarily or involuntarily, directly or indirectly, through transfer of control of the license to any person, unless the Commission gives its consent in writing.

In addition, the regulations in 10 CFR 50.80(b) and (c) apply. The regulation at 10 CFR 50.80(b) states, in part:

(1) An application for transfer of a license shall include:

(i) For a construction permit or operating license under this part, as much of the information described in §§ 50.33 and 50.34 of this part with respect to the identity and technical and financial qualifications of the proposed transferee as would be required by those sections if the application were for an initial license.

Add-021

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 53 of 158 In addition, 10 CFR 50.80(c) states, in part:

the Commission will approve an application for the transfer of a license, if the Commission determines: (1) That the proposed transferee is qualified to be the holder of the license; and (2) That transfer of the license is otherwise consistent with applicable provisions of law, regulations, and orders issued by the Commission pursuant thereto.

In 10 CFR 50.40, Common Standards, the NRC states, in part:

In determining that a construction permit or operating license in this partwill be issued to an applicant, the Commission will be guided by the following considerations:

(b) The applicant for a construction permit, operating licenseis technically and financially qualified to engage in the proposed activities in accordance with the regulations in this chapter.

In 10 CFR 50.34(b)(6), the NRC requires that applicants provide certain information on facility operation. It requires, in part, that the information provided by the applicants include the following:

(i) The applicants organizational structure, allocations or responsibilities and authorities, and personnel qualification requirements.

(ii) Managerial and administrative controls to be used to assure safe operation.

In 10 CFR 50.34(b)(7), the NRC requires applicants for an operating license to provide the following information in the final safety analysis report:

The technical qualifications of the applicant to engage in the proposed activities in accordance with the regulations in this chapter.

With respect to the requested conforming amendment, 10 CFR 50.90, Application for Amendment of License, Construction Permit, or Early Site Permit, states, in part:

Whenever a holder of a license, including a construction permit and operating license under this part, desires to amend the license or permit, application for an amendment must be filed with the Commission, fully describing the changes desired, and following as far as applicable, the form prescribed for original applications.

Furthermore, 10 CFR 2.1315 states the following, in part:

(a) Unless otherwise determined by the Commission with regard to a specific application, the Commission has determined that any amendment to the license of a utilization facility or the license of an Independent Spent Fuel Storage Installation which does no more than conform the license to reflect the transfer action, involves respectively, "no significant hazards consideration" Add-022

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 54 of 158 (b) Where administrative license amendments are necessary to reflect an approved transfer, such amendments will be included in the order that approves the transfer.

In 10 CFR 50.33(a) through (d), the NRC requires applicants to provide information including the name of the applicant, address of the applicant, description of the business or occupation, corporate structure of the applicant, citizenship of the applicant, and foreign ownership and control of the applicant, as applicable.

In addition, 10 CFR 50.33(f) states, in part:

Except for an electric utility applicant for a license to operate a utilization facility of the type described in § 50.21(b) or § 50.22, [each application shall state]

information sufficient to demonstrate to the Commission the financial qualification of the applicant to carry out, in accordance with regulations in this chapter, the activities for which the permit or license is sought.

The NRC staff applies guidance in NUREG-1577, Revision 1, Standard Review Plan on Power Reactor Licensee Financial Qualifications and Decommissioning Funding Assurance, issued February 1999 (ADAMS Accession No. ML013330264), to evaluate the financial qualifications of applicants to carry out the activities for which the permit or license is sought.

In 10 CFR 50.54(bb), the NRC requires, in part, that a licensee submit, for NRC review and preliminary approval, the program by which the licensee intends to manage and provide funding for the management of all irradiated fuel, also known as spent fuel, at the reactor following permanent cessation of operation of the reactor until title to the spent fuel and possession of the fuel is transferred to the Secretary of Energy for its ultimate disposal in a repository.

In accordance with 10 CFR 50.2, Definitions, the term decommission means to remove a facility or site safely from service and reduce residual radioactivity to a level that permits (1) release of the property for unrestricted use and termination of the license, or (2) release of the property under restricted conditions and termination of the license.

In 10 CFR 50.33(k)(1), the NRC requires that applicants provide information, in the form of a report, as described in 10 CFR 50.75, Reporting and Recordkeeping for Decommissioning Planning, indicating how reasonable assurance will be provided that funds will be available to decommission the facility.

10 CFR 50.75 specifies how a licensee will provide reasonable assurance that funds will be available for the decommissioning process. Specifically, 10 CFR 50.75(b) requires that each power reactor applicant for an operating license submit a decommissioning report, as required by 10 CFR 50.33(k). 10 CFR 50.75(b) also requires decommissioning financial assurance be provided in an amount not less than the minimum formula amount in 50.75(c). In 10 CFR 50.75(e), the NRC includes the methods acceptable to the agency for providing decommissioning financial assurance. Finally, 10 CFR 50.75(h) provides additional requirements on the management of decommissioning trust funds (DTFs).

Add-023

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 55 of 158 In 10 CFR 50.82(a)(8)(i), the NRC states that licensees may use DTFs under the following conditions:

(A) The withdrawals are for expenses for legitimate decommissioning activities consistent with the definition of decommissioning in § 50.2; (B) The expenditure would not reduce the value of the decommissioning trust below an amount necessary to place and maintain the reactor in a safe storage condition if unforeseen conditions or expenses arise and; (C) The withdrawals would not inhibit the ability of the licensee to complete funding of any shortfalls in the decommissioning trust needed to ensure the availability of funds to ultimately release the site and terminate the license.

In 10 CFR 50.82(a)(8)(v), the NRC requires power reactor licensees that have permanently ceased operations to provide to the NRC annually, by March 31, a decommissioning financial assurance status report.

In addition, 10 CFR 50.82(a)(8)(vii) provides, in part, for the licensees annual submittal to the NRC, a report on the status of its funding for managing spent fuel.

In addressing foreign ownership, control, or domination (FOCD) issues, Section 103d of the Atomic Energy Act of 1954, as amended (AEA), provides for the following, in relevant part:

No license may be issued toany corporation or other entity if the Commission knows or has reason to believe it is owned, controlled, or dominated by an alien, a foreign corporation, or a foreign government.

The NRCs regulation in 10 CFR 50.38, Ineligibility of Certain Applicants, is the regulatory provision that implements the FOCD provision of the AEA. Specifically, 10 CFR 50.38 states, in part:

[A]ny corporation, or other entity which the Commission knows or has reason to believe is owned, controlled, or dominated by an alien, a foreign corporation, or a foreign government, shall be ineligible to apply for and obtain a license.

The NRC staff evaluates license transfer applications in a manner consistent with the guidance provided in the Final Standard Review Plan on Foreign Ownership, Control, or Domination, as published in the Federal Register on September 28, 1999 (64 FR 52357), to determine whether the applicant is owned, controlled, or dominated by an alien, a foreign corporation, or a foreign government.

The NRC staff also reviews information that relates to nuclear onsite property damage insurance requirements under 10 CFR 50.54(w) and the Price-Anderson insurance and indemnity requirements under Section 170 of the AEA and 10 CFR Part 140, Financial Protection Requirements and Indemnity Agreements.

Add-024

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 56 of 158 With respect to the transfer of control of a license for an ISFSI, 10 CFR 72.50(a) states as follows:

No license or any part included in a license issued under this part for an ISFSI or MRS [monitored retrievable storage facility] shall be transferred, assigned, or in any manner disposed of, either voluntarily or involuntarily, directly or indirectly, through transfer of control of the license to any person, unless the Commission gives its consent in writing.

The NRC staff considered the following regulatory guidance in its review of the proposed transfer:

• NUREG-0800, Standard Review Plan for the Review of Safety Analysis Reports for Nuclear Power Plants: LWR Edition, Chapter 13, Conduct of Operations, Section 13.1.1, Management and Technical Support Organization, Revision 6, issued August 2016 (ADAMS Accession No. ML15005A449), provides guidance for the review of changes to the technical organization or personnel qualifications proposed as a result of an operating license transfer. Specifically,Section I.4, Review of Operating License Transfers, states that the applicant for transfer of an operating license should provide a description of the organization to support plant operations, which should include (1) organizational charts of the corporate-level management and technical support organizations, emphasizing the changes to be made as a result of the transfer, (2) the relationship of the nuclear-oriented parts of the organization to the rest of the corporate organization, and (3) description of the specific provisions which have been made for uninterrupted technical support for operations.

• NUREG-0800, Chapter 13, Section 13.1.2-13.1.3, Operating Organization, Revision 7, issued August 2017 (ADAMS Accession No. ML15007A296), provides guidance for the review of a changes to the operating organization proposed as a result of an operating license transfer.

• NUREG-1713, Standard Review Plan for Decommissioning Cost Estimates for Nuclear Power Reactors (ADAMS Accession No. ML043510113), provides a list of items for which decommissioning trust funds can be used. The bases for NUREG-1713 can be found in two NUREGs that reference decommissioning at a pressurized water reactor and a boiling water reactor: NUREG/CR-5884, Revised Analyses of Decommissioning for the Reference Pressurized Water Reactor Power Station (ADAMS Accession No. ML14008A187) and NUREG/CR-6174, Revised Analyses of Decommissioning for the Reference Boiling Water Reactor Power Station (ADAMS Accession No. ML14008A186). The Pilgrim facility employed a General Electric boiling-water reactor nuclear steam supply system. As such, NUREG/CR-6174 applies.

3.0 TECHNICAL EVALUATION

3.1 Financial Qualifications In complying with the general corporate information requirements of 10 CFR 50.33, Contents of Applications; General Information (sections a through d), the Applicants state that Holtec Pilgrim (the proposed licensed owner after the license transfer and equity sale) will be a direct, wholly owned subsidiary of Nuclear Asset Management Company, LLC, (NAMCo), which will be a direct, wholly owned subsidiary of Holtec Power, Inc. (Holtec Power). HDI will be a direct, Add-025

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 57 of 158 wholly owned subsidiary of Holtec Power, and Holtec Power will be a direct, wholly owned subsidiary of Holtec. CDI, although jointly formed and owned by Holtec and SNC-Lavalin Group as previously discussed, will be the decommissioning general manager after the license transfer and equity sale and will have no direct or indirect ownership or licensing authority at Pilgrim.

Figures 1 and 2 of the application dated November 16, 2018, reflect the corporate ownership structure, including identification of the licensed owner and licensed operator, before and after the license transfer and equity sale. In summary, upon completion of the license transfer and equity sale transaction, Holtec Pilgrim will be the licensed owner of Pilgrim and HDI will be the licensed operator of Pilgrim.

The general corporate information required by 10 CFR 50.33(d)(3) includes identification of principal officers and directors of the Applicants, including those of Holtec, Holtec Power, NAMCo, Holtec Pilgrim, and HDI. Holtec will be the ultimate parent company of the proposed licensed entities. Holtec is a privately held corporation and is controlled by its Board of Directors, all of whom are U.S. citizens. It is owned by its shareholders as follows: (1) The Great Banyan Trust, 36.33-percent ownership interest, and (2) Multi-Decades Trust, 63.67-percent ownership interest. Dr. Krishna Singh of Holtec controls these trusts. As previously noted, by letter dated November 10, 2015, in accordance with 10 CFR 50.82(a)(1)(i) and (ii), the current licensee, ENOI, stated that Pilgrim will permanently cease operations no later than June 1, 2019. On May 31, 2019, ENOI permanently ceased operations at Pilgrim.

The current licensee, ENOI, submitted a letter dated June 10, 2019 (ADAMS Accession No. ML19161A033), certifying the permanent cessation of operations and permanent removal of fuel from the reactor vessel.

HDI (proposed licensed operator for decommissioning) will not be authorized under the facility license to operate or load fuel in the reactor pursuant to the terms of 10 CFR 50.82(a)(2) and will not conduct reactor operations contemplated by the financial qualifications provisions of 10 CFR 50.33(f)(2). Rather, all of HDIs licensed activities will involve possession of radioactive material in connection with maintaining the safe condition of the plant, radiological decommissioning of the Pilgrim site (including the ISFSI), license termination, and operational responsibilities associated with spent fuel management. Thus, following the proposed direct and indirect transfers, Holtec Pilgrim (the proposed licensed owner) will maintain the existing DTF and will be responsible for funding all the expenses associated with radiological decommissioning and operational costs for spent fuel management. Accordingly, as described in this safety evaluation, the NRC staffs review of HDI and Holtec Pilgrims financial qualifications and decommissioning financial assurance pursuant to 10 CFR 50.33(f),

10 CFR 50.33(k)(1), 10 CFR 50.75, and 10 CFR 50.82(a), includes an analysis of the projected costs for decommissioning the facility and terminating the license, and managing spent fuel until the U.S. Department of Energy (DOE) takes title and possession of the fuel.

For a facility in decommissioning, a licensee is required to execute financial plans for spent fuel management under 10 CFR 50.54(bb) and report annually on the status of funding dedicated towards radiological decommissioning and spent fuel management under 10 CFR 50.82(a)(8)(v) to (vii).

As stated in the application, Holtec Pilgrim will provide the financial assurance required by 10 CFR 50.75, 10 CFR 50.82(a)(8)(vi), and 10 CFR 72.30(b) and (c) for decommissioning Pilgrim, including the ISFSI, using the prepayment method in accordance with 10 CFR 50.75(e)(1)(i) and 10 CFR 72.30, Financial Assurance and Recordkeeping for Decommissioning. Holtec Pilgrim will retain the Pilgrim DTF, which, as of October 31, 2018, Add-026

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 58 of 158 contained $1,051,722,466 (as documented in the Pilgrim Updated Spent Fuel Management Plan submitted by ENOI on November 16, 2018). Under the terms of the EPSA, the after-tax market value of the DTF must be no less than $1.030 billion at closing, subject to an adjustment that will not impact Holtec Pilgrims or HDIs financial qualifications, as discussed in the EPSA.

Accordingly, staffs evaluation of the adequacy of the Applicants financial qualifications considered the more conservative value of $1.030 billion. Further analysis of the Applicants decommissioning funding resources is provided in the next section.

3.2 Radiological Decommissioning As noted above, pursuant to 10 CFR 50.2, decommission means to remove a facility or site safely from service and reduce residual radioactivity to a level that permits (1) release of the property for unrestricted use and termination of the license, or (2) release of the property under restricted conditions and termination of the license. The existing DTF for Pilgrim was created in compliance with 10 CFR 50.75, and the funds within the trust were collected while the facility was operating. As described below, the NRC staffs review of decommissioning financial assurance assesses whether the Applicants have provided reasonable assurance that funds will be available to cover estimated costs for radiological decommissioning of Pilgrim and its ISFSI.

Separate from and in parallel with this application, the Applicants submitted the HDI revised PSDAR 1 reflecting plans for decommissioning and spent fuel management following the proposed transfer of the licenses. Specifically, the HDI revised PSDAR contains the following:

• a description of the planned decommissioning activities along with a schedule for their accomplishment;

• a discussion that provides the reasons for concluding that the environmental impacts associated with site-specific decommissioning activities will be bounded by previously issued environmental impact statements; and

• a site-specific decommissioning cost estimate (DCE), including the costs for projected spent fuel management, license termination, and site restoration.

The HDI revised PSDAR reflects HDIs plan to complete the immediate and accelerated decommissioning of the non-ISFSI portions of the Pilgrim site within approximately 8 years after the proposed transfer is approved. The ENOI PSDAR reflected the current licensees decommissioning plan for Pilgrim to be completed by ENOI and ENGC within a 60-year period using the SAFSTOR method. The HDI revised PSDAR also contains the most recent decommissioning cost estimate and spent fuel management plans pursuant to 10 CFR 50.82, Termination of License.

Under the HDI revised PSDAR, as compared to the ENOI PSDAR, the proposed change in decommissioning method from SAFSTOR to DECON results in an approximate 50-year acceleration of the site closure, and a site-specific DCE that reflects reductions in license termination costs of approximately $595 million, and an increase in spent fuel management costs of approximately $81 million.

1 The staff notes that the NRC does not review the PSDAR for approval; however, for the purpose of this license transfer request, the staff relied on the revised PSDAR as a reference for the HDIs decommissioning plans and site-specific decommissioning cost estimate.

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USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 59 of 158 Following partial site release scheduled for 2025, and removal of spent fuel and GTCC waste from the site, HDI plans to decommission the ISFSI, terminate its NRC license, and release the site for unrestricted use in 2063. In accordance with the specific requirements of 10 CFR 72.30 for ISFSI decommissioning, the cost estimate for decommissioning the ISFSI reflects: 1) the cost of HDIs decommissioning contractor performing the decommissioning activities; 2) a contingency allowance of 25%; and 3) the cost of meeting the criteria for unrestricted use. The cost summary for decommissioning the ISFSI is presented in Appendix A of the HDI revised PSDAR.

As part of its review of the application, the staff reviewed the revised site-specific DCE for Pilgrim included with the HDI revised PSDAR to ensure that it contains the appropriate information. Pursuant to NUREG-1713, Standard Review Plan for Decommissioning Cost Estimates for Nuclear Power Reactors, for decommissioning planning purposes, this information includes:

• A description of the decommissioning cost estimating methodology

• A description of the overall decommissioning project annual expenses

• A summary decommissioning cost estimate by major activity and phase

• A schedule of the major decommissioning activities

• A summary of the radiological D&D management with support staff levels

• An estimate of the radioactive waste volume NUREG-1713 also states that if the amount of the site-specific cost estimate is less than the certification formula amount, a licensee must provide adequate justification for the difference.

In its evaluation of HDIs site-specific DCE, the staff noted that the DCE relies on estimated Pilgrim site-specific radiological decommissioning costs of $592,553,000, which is lower than the 10 CFR 50.75(c) minimum formula amount of $633,267,558, as reported by ENOI in its March 28, 2019, decommissioning funding status report (ADAMS Accession No. ML19087A318). The application dated November 16, 2018, states that the required DTF value at closing ($1.030 billion) exceeds the minimum financial assurance required by 10 CFR 50.75(b)which, in turn, requires decommissioning financial assurance be provided in an amount not less than the minimum formula amount in 50.75(c). 2 However, the application did not provide any explanation for the difference in funding levels for radiological decommissioning costs between the site-specific DCE and the 10 CFR 50.75(c) minimum formula amount. Therefore, the staff sought supplemental information from the Applicants in a request for additional information (RAI) dated July 26, 2019, (ADAMS Accession No. ML19207B366). The RAI requested, among other things, that the Applicants provide justification for using a site-specific radiological decommissioning cost estimate value of

$592,553,000 that is less than the 10 CFR 50.75(c) minimum formula amount of $633,267,558.

By letter dated July 29, 2019 (ADAMS Accession No. ML19210E470), the Applicants provided their justification for using a total site-specific radiological decommissioning cost estimate value that is less than the minimum formula amount. Specifically, HDI stated that the HDI site-specific DCE is a more reliable and precise estimate of decommissioning costs because it is based on 2 Throughout this SE, the staff refers to the amount specified in the table of minimum amounts in 10 CFR 50.75(c) as the 10 CFR 50.75(c) minimum formula amount.

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USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 60 of 158 Pilgrim site-specific plant data and historical information, actual site conditions, regulatory requirements applicable to Pilgrim, and actual pricing information, as compared to the 10 CFR 50.75(c) formula amount, which is based on generic inputs. Additionally, in both the November 16, 2018, application and the July 29, 2019, supplement, the Applicants stated that the HDI Pilgrim site-specific DCE was reviewed against the estimates of costs associated with license termination (radiological decommissioning) in NUREG/CR-6174, benchmarked against nine comparable decommissioning projects, and compared with costs for similar radioactive decommissioning activities at seven boiling water reactors.

As part of its review of the Applicants justification for relying on estimated site-specific radiological decommissioning costs of $592,553,000, the staff compared the Pilgrim site-specific radiological decommissioning costs with the estimated activities of the four periods associated with the DECON decommissioning method as outlined in NUREG/CR-6174, Revised Analyses of Decommissioning for the Reference Boiling Water Reactor Power Station:

1) Pre-shutdown planning/engineering and regulatory reviews,

2) Plant deactivation and preparation for storage,

3) A period of plant safe storage with concurrent operations in the spent fuel pool until the pool inventory is zero, and

4) Decontamination and dismantlement of the radioactive portions of the plant, leading to license termination.

The NRC staff also compared the Pilgrim site-specific estimated radiological decommissioning costs of $592,553,000 with the site-specific costs of comparable decommissioning projects.

Based on the review of the Pilgrim site-specific radiological decommissioning costs of

$592,553,000, as compared to NUREG/CR-6174, the staff concludes that the Applicants method for developing the Pilgrim site-specific radiological decommissioning cost estimate is reasonable. Further, when compared to radiological decommissioning costs associated with similar decommissioning projects, the staff finds that the Applicants Pilgrim site-specific radiological decommissioning costs of $592,553,000 is reasonable.

Therefore, based on (1) its review of the Applicants justification for relying on a site-specific DCE that is less than the minimum formula amount, (2) its review of the HDI site-specific DCE, in accordance with NUREG-1713 and NUREG/CR-6174, and (3) a comparison to the original ENOI PSDAR and site-specific DCE, the staff finds that HDIs site-specific DCE, which uses

$592,553,000 for the estimated site-specific radiological decommissioning costs for Pilgrim, is reasonable. As such, the staff used the value of $592,553,000 for radiological decommissioning costs when it conducted its independent cash flow analysis, as described below.

3.2.1 Decommissioning Funding Assurance ENOIs March 28, 2019, annual report on the status of decommissioning funding for Pilgrim reports a DTF balance of approximately $1.028 billion as of December 31, 2018, and approximately $1.043 billion as of February 28, 2019. The cash flow analysis in Table 1 of the November 16, 2018, application is based on a beginning DTF balance of $1.030 billion Add-029

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 61 of 158 (following closure of the equity sale in 2019), 3 as well as estimated costs for radiological decommissioning, spent fuel management, and site restoration of Pilgrim, all to be funded using the DTF. HDI stated that this beginning DTF balance reflects the fund value post-closure of the asset sale. Furthermore, the application states that the 2019 HDI costs include estimated pre-closure and post-closure costs.

In their application dated November 16, 2018, the Applicants provided financial projections for the duration of the Pilgrim decommissioning project, including the amount of the decommissioning trust funds in the DTF. The application also included a cash flow analysis that assumes a DTF balance of approximately $1.030 billion, as well as estimated costs for radiological decommissioning, including the Pilgrim ISFSI (~$592 million), spent fuel management (~$501 million), and site restoration of Pilgrim (~$40 million), all to be funded using the DTF. With respect to the adequacy of funding for the radiological decommissioning of Pilgrim and the Pilgrim ISFSI, the staff reviewed the application, including the HDI site-specific DCE for the facility, planned decommissioning activities, the opening DTF balance of $1.030 billion, and projected trust growth. The staff used the opening DTF balance of $1.030 billion based on the terms of the EPSA, which states that the after-tax market value of the DTF must be no less than $1.030 billion at time of transaction closing. As discussed above, the staff used

$592,553,000 for radiological decommissioning costs. As allowed by 10 CFR 50.75(e)(1)(ii)),

the staff began its cost analysis using a 2% real-rate of return on annual balances. In its application dated November 16, 2018, the Applicants stated they also used a 2% real-rate of return. However, in Table 1 of the November 16, 2018, application, the Applicants noted that the Year Ending DTF Balance is after-taxes. Therefore, in its cost analysis, the staff found that Table 1 reflects an actual real-rate of return of 1.42%. The staff notes that this is conservative to the 2% annual real rate of return allowed by 10 CFR 50.75(e)(1)(ii). To be consistent in validating the HDIs site-specific DCE, the staff used the more conservative 1.42% real-rate of return. These considerations were included in the staffs independent cash flow analysis, which is contained in Attachment 1 to this safety evaluation.

As noted above, HDIs site-specific DCE relies on estimated radiological decommissioning costs of $592,553,000, which is lower than the 10 CFR 50.75(c) minimum formula amount of

$633,267,558. In its RAI dated July 26, 2019, the staff requested a justification for this lower amount and, in case the Applicants failed to provide sufficient justification, the staff also requested that the Applicants provide a revised decommissioning cash flow analysis using the minimum formula amount of $633,267,558. In Attachment 1 of the July 29, 2019, supplement, the Applicants provided the requested revised cash flow analysis. Although the staff completed a separate, independent cash flow analysis to validate this revised cash flow analysis, ultimately, as noted above, the staff determined that HDIs site-specific DCE, which uses

$592,553,000 for the estimated site-specific radiological decommissioning costs for Pilgrim, is reasonable and sufficiently justified. Therefore, for purposes of this safety evaluation, the staff relies on the cash flow analysis in Attachment 1 to support its finding that the funds in the DTF are expected to be available and sufficient to cover the estimated costs of $592,553,000 for the radiological decommissioning of the facility (including the ISFSI).

In Enclosure 2 of the November 16, 2018 application, pursuant to 10 CFR 50.12, Specific exemptions, the Applicants requested an exemption from 10 CFR 50.82(a)(8)(i)(A) to allow Holtec Pilgrim and HDI to use of a portion of the funds from the Pilgrim DTF for the management of spent fuel and site restoration activities. The staffs analysis of this regulatory 3 The terms of the Equity Purchase and Sales Agreement describes the after-tax market value of the DTF must be no less than $1.030 billion at time of transaction closing.

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USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 62 of 158 exemption (ADAMS Accession No. ML19192A083) was performed separate from this safety evaluation and, on August 22, 2019, the staff approved the exemption request. This exemption is being issued simultaneously with this license transfer; it will only apply to Holtec Pilgrim and HDI after the Applicants have completed the license transfer transaction and the NRC has issued the conforming amendment reflecting the license transfers.

In its review of the exemption, the NRC staff concluded that reasonable assurance exists that adequate funds will be available in the DTF to complete radiological decommissioning. The NRC staff considered its findings from its evaluation of the exemption in its analysis of this proposed license transfer, which supports the NRC staffs conclusion that the Applicants use of the DTF for activities associated with spent fuel management and site restoration, will not negatively impact availability of funding for radiological decommissioning. The NRC staffs independent cash flow analysis, as contained in Attachment 1 to this safety evaluation, supports these findings.

3.2.2 Radiological Decommissioning Conclusion Based on this review, in consideration of the above analysis and the NRC staffs independent cash flow analysis in the Attachment 1 to this safety evaluation, the NRC staff finds that the Applicants have provided reasonable assurance of obtaining the funds necessary to cover estimated costs for decommissioning Pilgrim and its ISFSI in accordance with the requirements of 10 CFR 50.33(f), 10 CFR 50.33(k)(1), 10 CFR 50.75, and 10 CFR 50.82(a).

3.3 Spent Fuel Management After the closing of the proposed transaction, Holtec Pilgrim will continue to hold title to the spent nuclear fuel at Pilgrim and will continue to maintain the DOE Standard Contract, including all rights and obligations under that contract (see Section 3.5, Standard Contract for Disposal of Spent Nuclear Fuel, of this safety evaluation, for further discussion on this topic).

With regard to spent fuel removal from the Pilgrim site, HDI indicated in its PSDAR that its plan for spent fuel removal is consistent with ENOIs previously submitted spent fuel management plan (ADAMS Accession No. ML18320A036), as approved by the NRC staff (ADAMS Accession No ML19122A199), in that fuel is expected to be removed beginning in 2030. This plan remains dependent upon the DOEs ability to remove spent fuel from the site in a timely manner.

According to the Pilgrim spent fuel management plan, assuming the DOEs generator allocation/receipt schedules are based upon the oldest fuel receiving the highest priority and that the DOE begins removing spent fuel from commercial facilities in 2025 with an annual capacity of 3,000 metric tons of uranium, spent fuel is projected to remain at the Pilgrim site for approximately 43 years after the termination of operations in 2019. Any delay in transfer of fuel to DOE or decrease in the rate of acceptance will correspondingly prolong the transfer process and result in spent fuel remaining at the site longer than anticipated. Accordingly, in Section 3.2 of Enclosure 1, PNPS Site-Specific Decommissioning Cost Estimate, of HDIs Pilgrim PSDAR, HDI based its cost assumptions on fuel removal from Pilgrim in 2030 through 2062. The NRC staff accepts these assumptions with regard to the final disposition of Pilgrim spent fuel as DOE, according to the Nuclear Waste Policy Act of 1982, is authorized to ultimately enter into contracts with owners and generators of commercial spent nuclear fuel to begin taking title to (legal ownership of) spent nuclear fuel. Spent fuel storage operations will continue at the site, independent of decommissioning operations, until the transfer of the fuel to DOE is complete.

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USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 63 of 158 In its license transfer application, the Applicants provided their funding plan for spent fuel management costs, which included using excess DTFs for spent fuel management. The NRC staff discusses its review of the Applicants funding plan for spent fuel management costs below.

3.3.1 Exemption To Use Decommissioning Trust Fund for Spent Fuel Management Because Holtec Pilgrim and HDI will rely on the DTF to provide funding for spent fuel management and site restoration costs, the Applicants requested an exemption from 10 CFR 50.82(a)(8)(i)(A) to allow Holtec Pilgrim and HDI to use funds from the DTF for these activities. As mentioned above, the staffs analysis of this regulatory exemption was performed separate from this safety evaluation and, on August 22, 2019 (ADAMS Accession No. ML19192A083), the NRC approved this exemption for Holtec Pilgrim and HDI. This exemption is being issued simultaneously with this license transfer; it will only apply to Holtec Pilgrim and HDI after the Applicants have completed the license transfer transaction and the NRC has issued the conforming amendment reflecting the license transfers.

In its review of the exemption, the NRC staff concluded that reasonable assurance exists that adequate funds will be available in the DTF to complete radiological decommissioning. The NRC staff considered its findings from its evaluation of the exemption in its analysis of this proposed license transfer, which supports the NRC staffs conclusion that the use of the DTF for activities associated with spent fuel management will not negatively impact availability of funding for radiological decommissioning. The NRC staffs independent cash flow analysis, as shown in Attachment 1 to this safety evaluation, supports these findings.

Therefore, based on its evaluation, the staff finds that the use of excess funds from the DTF for spent fuel management provides a reasonable source of funding to cover the costs associated with spent fuel management.

3.3.2 Spent Fuel Management Conclusion The staff reviewed estimates for major spent fuel management activities and funding requirements. Based on its review, the staff concludes that the activities and associated costs of the Pilgrim spent fuel management plan appear reasonable, and as noted above, the staff accepts the assumptions in the Pilgrim spent fuel management plan with regard to the final disposition of Pilgrims spent fuel by DOE. In addition, the staff does not have new information that challenges the preliminary approval of the Pilgrim spent fuel management plan previously granted by the NRC.

Pertaining to the HDIs plan to fund spent fuel management activities from the DTF, the NRC staff reviewed HDIs site-specific DCE for the facility, planned decommissioning activities and funding associated with those activities, and use of the DTF for spent fuel management (about

$501 million) through 2063. With an opening DTF balance of $1.030 billion (2019$), and a projected DTF growth rate of 1.42-percent real rate of return on annual balances as assumed by HDI, the NRC staff finds that funds are expected to be available to pay for the radiological decommissioning of the facility (including the ISFSI), spent fuel management, and site restoration, as allowed by the approval of the regulatory exemption. Attachment 1 to this safety evaluation report contains the NRC staffs independent cash flow analysis.

The NRC staff notes that Holtec Pilgrim expects to recover spent fuel management costs it will incur from the DOE through litigation or settlement of its claims. Holtec Pilgrim did not declare Add-032

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 64 of 158 DOE reimbursements for consideration in this license application. As such, the staff did not factor in potential DOE reimbursements as part of its independent cash flow analysis.

Based on its review, and in consideration of the above analysis describing the Applicants financial plans for managing spent fuel, the NRC staff finds that the Applicants have reasonable assurance of obtaining the funds necessary to cover estimated costs for spent fuel management in accordance with 10 CFR 50.33(f) and 10 CFR 50.54(bb).

3.4 Financial Qualifications Conclusion As described above, the NRC staff reviewed the application in its evaluation of the Applicants financial qualifications, funding for the decommissioning of Pilgrim, and funding for spent fuel management at Pilgrim. Based on its evaluation as described above and shown in its independent cash flow analysis in Attachment 1, the NRC staff concludes that the funds in the DTF are expected to be available and sufficient to cover the estimated costs for the radiological decommissioning of the facility (including the ISFSI). Therefore, the NRC staff concludes that the Applicants have provided reasonable assurance of obtaining the funds necessary to cover estimated costs for decommissioning Pilgrim in accordance with the requirements of 10 CFR 50.33(f), 10 CFR 50.33(k)(1), 10 CFR 50.75, and 10 CFR 50.82(a).

In addition, based on its evaluation above of the Applicants funding plans for managing spent fuel, including the exemption to use DTF for spent fuel management, as supported by the NRC staffs independent cash flow analysis in Attachment 1, the NRC staff finds that the Applicants have provided reasonable assurance of obtaining the funds necessary to cover estimated costs for spent fuel management in accordance with the requirements of 10 CFR 50.33(f) and 10 CFR 50.54(bb).

Accordingly, considering the foregoing evaluation, the NRC staff finds that Holtec Pilgrim and HDI are financially qualified to hold the Pilgrim License No. DPR-35, and the general license for the Pilgrim ISFSI, as proposed.

3.5 Standard Contract for Disposal of Spent Nuclear Fuel As stated by the Applicants, Holtec Pilgrim will continue to hold title to the spent nuclear fuel at Pilgrim and will continue to maintain the DOE Standard Contract, including all rights and obligations under that contract. The previous owner, Boston Edison Company, and the United States of America, represented by the DOE, entered into this Standard Contract, No. DE-CR01-83NE44368, dated June 17, 1983, to govern the disposal of the spent nuclear fuel generated at Pilgrim.

3.6 Antitrust Review The AEA does not require or authorize antitrust reviews of post-operating license transfer applications (Kansas Gas and Electric Co., et al. (Wolf Creek Generating Station, Unit 1),

CLI-99-19, 49 NRC 441 (1999)). This application postdates the issuance of the operating license for the unit under consideration in this safety evaluation and, therefore, no antitrust review is required or authorized.

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USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 65 of 158 3.7 Foreign Ownership, Control, or Domination Sections 103d and 104d of the AEA prohibit the NRC from issuing a license for a nuclear power plant to any corporation or other entity if the Commission knows or has reason to believe it is owned, controlled, or dominated by an alien, a foreign corporation, or a foreign government.

The NRCs regulation, 10 CFR 50.38, contains language to implement this prohibition.

According to the Applicants, Holtec is a privately held corporation and is controlled by its Board of Directors, all of whom are U.S. citizens. The directors are ultimately appointed by Holtecs owners, who are trust companies organized in the State of Florida and are controlled by U.S. citizens. Holtec has been U.S.-owned since its inception in 1986 without any non-U.S. control or domination. Holtec Power, NAMCo, Holtec Pilgrim, and HDI are all directly or indirectly under Holtecs control, and all of the directors and executive committee members as identified in Attachment C to the application are U.S. citizens. Although Holtec performs work in foreign countries, the contractual arrangements to provide products and services do not result in any FOCD of the Holtec organization or its subsidiaries or contracts. The activities conducted in foreign countries are ultimately controlled by U.S. citizens.

Further, the Applicants state that, as the licensed entity with possession of and responsibility for direct oversight, control, and decommissioning of Pilgrim, HDI will act for itself and on behalf of Holtec Pilgrim, as its agent. Neither HDI nor Holtec Pilgrim is acting as the agent or representative of any other entity in the proposed transfer of the licenses. The Applicants also state that CDI is jointly owned by HDI and SNC-Lavalin. HDI, as the majority owner of CDI, controls CDI. SNC-Lavalin, a company based in Montreal, Quebec, Canada, is a publicly traded company on the Toronto Stock Exchange. CDIs role is defined as the decommissioning general contractor under a contract between HDI and CDI. CDI will not be the licensed owner or operator of the plant and will not have direct access to the Pilgrim DTFs. CDI will perform decommissioning activities pursuant to its contract with HDI, subject to HDIs direct oversight and control. There is no prohibition against a company with foreign minority ownership performing licensed activities at U.S. nuclear reactors. Therefore, notwithstanding CDIs foreign minority ownership and engagement as the decommissioning operations contractor, Holtec and the licensee entities proposed for Pilgrim will not be owned, controlled, or dominated by any foreign person.

Based on this information, the NRC staff finds that the direct and indirect transfer of the facility licenses to Holtec, Holtec Pilgrim, and HDI, as proposed in the application, does not raise any issues related to FOCD within the meaning of the AEA and NRC regulations. In light of the above and pursuant to Sections 103d and 104d of the AEA and 10 CFR 50.38, the NRC staff concludes that it does not know, or have reason to believe, that any of the Applicants or their respective owners will be owned, controlled, or dominated by an alien, a foreign corporation, or a foreign government, as a result of the direct or indirect license transfers.

3.8 Nuclear Insurance and Indemnity Pursuant to the requirements of the Price-Anderson Act (Section 170 of the AEA) and the NRCs implementing regulations in 10 CFR Part 140, the current indemnity agreement must be modified to reflect that, after the proposed license transfers take effect, Holtec Pilgrim (licensed owner) and HDI (licensed operator for decommissioning) will be the sole licensees for Pilgrim for purposes of decommissioning the site. Consistent with NRC practice, the NRC staff will require Holtec Pilgrim and HDI to provide and maintain onsite property insurance as specified in 10 CFR 50.54(w). Holtec Pilgrim and HDI are also required to provide evidence that they have Add-034

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 66 of 158 obtained the appropriate amount of insurance in accordance with 10 CFR 140.11(a)(4), which will be effective concurrent with the date of the license transfers and amended indemnity agreement. Therefore, the order approving the transfer will be conditioned as follows:

Prior to the closing of the license transfer, Holtec Pilgrim and HDI shall provide the Directors of NRCs Office of Nuclear Material Safety and Safeguards (NMSS) and Office of Nuclear Reactor Regulation (NRR) satisfactory documentary evidence that they have obtained the appropriate amount of insurance required of a licensee under 10 CFR 140.11(a)(4) and 10 CFR 50.54(w) of the Commissions regulations.

Based on the above, the NRC staff concludes that the proposed license transfer, as conditioned, satisfies the nuclear insurance and indemnity requirements of 10 CFR Part 140 and 10 CFR Part 50.

3.9 Financial Conclusions Based on the foregoing, and subject to the conditions described herein, the NRC staff concludes that Holtec Pilgrim and HDI are financially qualified to be the holders of the Pilgrim license as owner and decommissioning operator, respectively, and of the general license for the Pilgrim ISFSI, as described in the application, and to engage in the proposed maintenance and decommissioning activities associated with the Pilgrim site. The NRC staff has concluded, based on the considerations discussed above, that (1) the proposed transferees are financially qualified to be the holders of license DPR-35 and (2) the proposed direct and indirect license transfers are otherwise consistent with the applicable provisions of law, regulations, and orders issued by the Commission pursuant thereto.

Additionally, the NRC staff finds that the Applicants have satisfied the NRCs decommissioning funding assurance requirements and the applicable onsite and offsite insurance requirements as conditioned. Further, the NRC staff finds that the Applicants are not owned, controlled, or dominated by a foreign entity.

3.10 Management and Technical Support Organization By application dated November 16, 2018, the Applicants requested that the NRC consent to the license transfer for the purpose of implementing expedited decommissioning at Pilgrim.

Figure 2 of the application shows the planned ownership structure following the proposed transfer. Holtec International is the ultimate parent company of Holtec Pilgrim and HDI. Holtec Power is a direct, wholly owned subsidiary of Holtec International. Holtec Pilgrim will be a direct, wholly owned subsidiary of NAMCo, which, in turn, is a direct, wholly owned subsidiary of Holtec Power. HDI is also a direct, wholly owned subsidiary of Holtec Power.

As stated in the application, following NRC approval of the transfers, 100 percent of the equity interests in ENGC will be transferred to Holtec pursuant to the terms of an EPSA. ENGC will change its name to Holtec Pilgrim, but the same legal entity will continue to exist before and after the proposed transfer. After the closing of the transaction and license transfer, ENGC, renamed Holtec Pilgrim, will continue to own Pilgrim, as well as its associated assets and title to spent nuclear fuel. Upon closing the proposed transaction, HDI will assume licensed responsibility as the decommissioning operator of Pilgrim, and Holtec Pilgrim will assume licensed responsibility as the owner of Pilgrim. Holtec Pilgrim will enter into a decommissioning operator services agreement with HDI, which will provide for HDI to act as Holtec Pilgrims Add-035

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 67 of 158 agent and for Holtec Pilgrim to pay HDIs costs for post-shutdown operations, including decommissioning, spent fuel management, and site restoration costs. HDIs licensed activities will involve possessing and disposing of radioactive material, maintaining the facility in a safe condition (including handling, storing, controlling, and maintaining the spent fuel),

decommissioning and decontaminating the facility, and maintaining the ISFSI until it can be decommissioned.

The Applicants further stated, in Sections 2 and 5.C of Enclosure 1 to the application dated November 16, 2018, that HDI will contract with CDI, a company jointly formed and owned by Holtec and SNC-Lavalin, as the decommissioning general contractor, subject to HDIs direct oversight and control as the decommissioning licensed operator. HDI will become Pilgrims licensed operator for decommissioning, and CDI will perform day-to-day licensed activities at the site, including decommissioning activities, pursuant to the Decommissioning General Contractor Agreement between HDI and CDI, subject to HDIs direct oversight and control as the decommissioning licensed operator. The application further specified that CDI will subcontract with industry vendors who have demonstrated expertise in dismantlement and decommissioning in the nuclear field. HDI and CDI will select subcontractors using an industry vendor evaluation and selection vetting process, with key criteria for selection that include recent experience, technical capability to perform tasks, safety record, prior record of adherence to quality, and history of any adverse NRC notices, such as notices of violation or confirmatory action letters.

Section 5.B of the application described HDIs responsibilities as the licensed operator, to include the following:

• meeting all duties and obligations of the decommissioning operator licensee, including continuing compliance with the ISFSI Certificate of Compliance, licensing basis, and regulatory commitments and requirements

• possessing and disposing of radioactive material

• maintaining the facility in a safe condition, including the storage, control, and protection of the spent fuel in the pool and on the ISFSI, until the ISFSI is decommissioned

• establishing and implementing processes to ensure compliance with the licenses and NRC regulations, and retaining decisionmaking authority for any issues related to compliance with the licenses and NRC regulations

• overseeing the development and submittal of licensing actions required to support ongoing decommissioning activities

• making necessary modifications to the emergency preparedness and security plans and responses to NRC orders on security

• performing the functions necessary to fulfill the quality assurance requirements of the Pilgrim technical specifications (TS) and as specified in the Pilgrim Quality Assurance Program Manual (QAPM) in place at the time of license transfer

• providing oversight of CDI, including quality assurance, safety, and security Add-036

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 68 of 158 The application described HDI as being structured in a manner that is similar to the corporate organization that exists in many current nuclear industry utilities with a fleet of operating units, including the current Pilgrim structure. HDI plans to fill the onsite HDI position of Pilgrim Site Vice President with an incumbent Pilgrim senior manager.

The Applicants provided a combined organizational chart of the Pilgrim organization in Figure A-1 of the application, depicting the relationships between HDI as the decommissioning licensed operator and CDI and the decommissioning general contractor. Further, Sections 5.B and 5.C of Enclosure 1 to the application, dated November 16, 2018, contain information about the roles and responsibilities of HDI and CDI senior management, respectively. The planned HDI senior management organization will comprise Holtec personnel and will include the following:

• The HDI President and Chief Nuclear Officer (CNO) will report directly to the Holtec Executive Committee. The HDI President and CNO will be responsible for overseeing the safety, operation, and decommissioning of nuclear sites maintained by HDI, including Pilgrim.

• The HDI Vice President for Quality Assurance and Nuclear Oversight will report to the HDI President and CNO and will be responsible for providing quality assurance oversight for nuclear sites maintained by HDI, including Pilgrim. The responsibilities of the HDI Vice President for Quality Assurance and Nuclear Oversight include quality assurance oversight for the movement of fuel and the transportation of radioactive waste.

• The HDI Senior Vice President and Chief Operating Officer (COO) will report to the HDI President and CNO and will be responsible for providing oversight of the decommissioning activities performed by CDI at nuclear sites maintained by HDI, including fuel management, security, and emergency preparedness.

• The HDI Pilgrim Site Vice President will report to the HDI Senior Vice President and COO and will be responsible for providing day-to-day onsite leadership and direction of safe decommissioning activities at the site. In addition, the HDI Pilgrim Site Vice President will be responsible for assuring compliance with the licenses, including the TS, ISFSI Certificate of Compliance, and any other regulatory requirements and commitments.

• The HDI Vice President for Licensing will report to the HDI Senior Vice President and COO and will be responsible for providing licensing oversight for the decommissioning of nuclear sites maintained by HDI, including Pilgrim.

• The HDI Vice President for Technical Support will report to the HDI Senior Vice President and COO and will be responsible for providing technical support in the areas of health and safety, the environment, radiation protection, and decommissioning improvements at nuclear sites maintained by HDI, including Pilgrim.

• The CDI Pilgrim Decommissioning General Manager will report to the HDI Pilgrim Site Vice President; will lead the CDI team; and will maintain responsibility for overall management, performance, nuclear safety, quality assurance, and employee safety.

The CDI Pilgrim Decommissioning General Manager will also report to the CDI Vice President for Corporate Operations, who, in turn, reports directly to the CDI Chief Executive Officer. The following organizations and their respective managers will be Add-037

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 69 of 158 reporting to the CDI Pilgrim Decommissioning General Manager: Decommissioning Deputy General Manager, Regulatory Affairs Manager, Spent Fuel Manager, Radiation Protection Manager, Waste Manager, Decommissioning Projects Manager, and Project Controls Manager. In addition, the incumbent ENOI Pilgrim Decommissioning Organization personnel at the time of license transfer who accept offers of employment will be integrated into the CDI site organization. They will continue to be located at Pilgrim and will include staff from the plant operations, emergency planning, and security organizations, with their roles and responsibilities based largely on their pretransfer roles and responsibilities. Incumbent staffing levels will be based on the permanent shutdown and defueled status of Pilgrim immediately before the license transfer.

By letter dated August 31, 2018 (ADAMS Accession No. ML18243A489), Exelon Generation Company, LLC (Exelon Generation), Oyster Creek Environmental Protection, LLC, and HDI submitted an application for order approving direct transfer of the operating license for Oyster Creek Nuclear Generating Station (Oyster Creek) from Exelon Generation to Oyster Creek Environmental Protection as the licensed owner and to HDI as the licensed decommissioning operator, for NRCs approval. The application stated that HDI, as licensed operator, will provide the overall management of decommissioning activities at Oyster Creek. The NRC approved the license transfer request for Oyster Creek on June 20, 2019 (ADAMS Accession No. ML19095A454). HDI became the licensed decommissioning operator for Oyster Creek on July 1, 2019 (ADAMS Accession No. ML19164A157).

During its review of the instant license transfer application, the NRC staff noted that, should the license transfer for Pilgrim be approved, HDI would be responsible for conducting licensed activities at two sites simultaneously (Pilgrim and Oyster Creek), including possession and disposition of radioactive material, maintenance of the facilities in a safe condition (including storage, control, and maintenance of the spent fuel), decommissioning and decontamination of the facilities, and maintenance of the ISFSIs until they can be decommissioned. Therefore, by letter dated March 21, 2019 (ADAMS Accession No. ML19086A349), the NRC staff submitted a request for additional information, asking that the Applicants provide information that justifies that HDIs management and technical support organization will have sufficient resources (i.e., corporate structure, management and technical support organization staff capacities, internal procedures) to conduct licensed activities at multiple sites. By letter dated April 17, 2019 (ADAMS Accession No. ML19109A177), HDI responded that it would use a fleet model to manage and conduct the decommissioning of its shutdown nuclear power plants. The fleet model will provide for efficiency by establishing standard processes, procedures, and approaches at the corporate level and at the decommissioning sites, similar to the model used by many operating fleets. In addition, each of HDIs decommissioning sites will have a dedicated leadership reporting to the same HDI corporate executive team and sufficient technical support from the CDI site organizations, mostly made up of experienced incumbents and supplemented as needed by additional Holtec and SNC-Lavalin resources. HDI further stated that it will implement governance procedures at both the HDI corporate level and at the site level. As decommissioning progresses at the sites, HDI will make changes to the site governance documents, with the overall goal of standardizing such documents across the HDI fleet as much as practicable, to allow efficiency in oversight and the application of site-specific lessons learned and operating experience to other sites in the HDI fleet. The executive leadership team at the HDI corporate level will oversee the safety, operation, and decommissioning at the Oyster Creek and Pilgrim sites. The executive leadership team consists of the HDI Vice President for Licensing, Treasurer and Nuclear Decommissioning Trust Fund Management, Vice President for Technical Support, Senior Vice President and COO, Vice President for Quality Assurance and Nuclear Oversight, President and CNO, and the Holtec Add-038

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 70 of 158 Executive Committee. HDI stated that the corporate HDI and CDI executive team is structured and staffed in anticipation of supporting planning and decommissioning activities at multiple sites, with the capacity to expand as needed.

The Applicants further stated in the application dated November 16, 2018, that CDI will support HDIs responsibility to maintain the facility in compliance with the licenses and NRC regulations by performing licensed activities and decommissioning safely and securely. HDI will retain ultimate decision-making authority and will provide direct governance and oversight of CDIs performance, thereby fulfilling its licensed responsibilities as the decommissioning licensed operator. Holtec senior staff will manage HDI to provide the requisite managerial capabilities and decision-making authority within the licensed organization, while a combination of Holtec and Atkins personnel (see below) who have commercial nuclear experience, including experience in spent fuel handling and decommissioning, will staff CDI. As of the transaction closing, CDI will become the employer of ENOIs employees in the Pilgrim decommissioning organization, with the exception of an incumbent senior manager at Pilgrim, who will be employed by HDI.

As stated in Sections 5.C, 5.D, and 8.D of Enclosure 1 to the letter, CDI will perform the day-to-day activities at the site to maintain compliance with the licenses and NRC regulations, subject to HDIs direct oversight and control as the licensed operator. After the closing of the transaction and license transfer, ENGC, renamed Holtec Pilgrim, will continue to own Pilgrim and its associated assets that will be needed to maintain Pilgrim and the site in accordance with NRC requirements and the facility licenses. In addition to the structures and equipment, these assets will include the necessary books, records, safety and maintenance manuals, and engineering construction documents. HDI plans to adopt the current NRC-approved ENOI programs, procedures, and work instructions applicable to Pilgrim, and HDI and CDI will continue to work in accordance with those documents following the license transfer. The existing Pilgrim programs and procedures at the time of transfer, including the emergency plan, physical security and cybersecurity plans, fire protection program, radiological protection, certified fuel handler training, and quality assurance program will also be implemented by HDI and CDI, after license transfer. Upon closing of the transaction, HDI will assume authority and responsibility for the functions necessary to fulfill the quality assurance requirements of the Pilgrim TS and as specified in the Pilgrim QAPM in place at the time of license transfer. The Pilgrim QAPM will be added as an appendix to the Holtec quality assurance program and specified as applicable to the Pilgrim site.

3.10.1 Strategic Partner Experience and Expertise As stated in the application, HDI will draw on the experience and expertise of its parent company, Holtec, and its contractor, CDI. Under HDIs direct oversight and control, CDI will perform the day-to-day licensed activities at the site, including decommissioning the plant, pursuant to a Decommissioning General Contractor Agreement between HDI and CDI. A combination of Holtec and SNC-Lavalin personnel who have commercial nuclear experience, including experience in spent fuel handling and decommissioning, will staff CDI. In addition to employees transferred from Holtec and SNC-Lavalin, CDI staffing will include ENOIs Pilgrim decommissioning organization incumbent staff who, at the time of the license transfer, will be integrated into the CDI decommissioning organization, in a manner consistent with their experience and previous positions at Pilgrim.

The information below briefly describes the experience and expertise of HDI and each of its strategic partners.

Add-039

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 71 of 158 HDI is an indirect, wholly owned subsidiary of Holtec. The senior management of HDI comprises Holtec personnel. HDI is structured to serve as a fully resourced organization to directly oversee and manage licensed decommissioning operations and the dismantlement of a nuclear power plant that has ceased operation. HDI has the expertise to oversee all licensed activities following reactor defueling, including the transfer of spent fuel from the SFP to the ISFSI, security, and emergency preparedness.

Holtec has extensive experience in designing, manufacturing, and installing capital equipment, as well as providing services to operating commercial power plants. Holtec also possesses in-house capabilities to design, engineer, analyze, construct, and deploy spent fuel. Holtec possesses both technical resources and experience with nuclear decommissioning, spent fuel handling equipment, transport of nuclear fuel, and wet and dry spent fuel storage systems and components.

CDI is a company jointly owned by HDI and Kentz USA Inc., an SNC-Lavalin subsidiary. HDI owns the majority of CDI. As stated in the application, the CDI staff will comprise a combination of Holtec and SNC-Lavalin personnel who have commercial nuclear experience, including experience in spent fuel handling and decommissioning, and enhanced by the addition of incumbents from the ENOI Pilgrim decommissioning organization who will transition to HDI following the license transfer. The CDI staff will also include Atkins personnel who have decommissioning expertise and experience.

SNC-Lavalin, one of CDIs joint owners, is an engineering and construction company.

SNC-Lavalin is also the current owner and the original equipment manufacturer of CANDU reactor technology. SNC-Lavalin acquired Atkins in July 2017, which then became is a wholly owned subsidiary of SNC-Lavalin. Atkins is a design, engineering, and project management consultancy company, based in the United Kingdom. Atkins has been involved in the nuclear cleanup, decommissioning, and environmental remediation of nuclear waste storage sites since the late 1980s, working with Sellafield Ltd (formerly British Nuclear Fuels Limited) and managing the fleet of 22 Magnox reactors, through operation and into decommissioning in the United Kingdom. In addition, in 2016, Atkins acquired the EnergySolutions Projects, Products, and Technology (PP&T) division, which was responsible for decommissioning the Zion Nuclear Generating Station. In addition, British Nuclear Fuels Limited, which is now owned by Atkins through its acquisition of EnergySolutions PP&T, had a significant role in the decommissioning of Big Rock Point, including the removal of the large components and reactor vessel.

3.10.2 Management and Technical Support Organization Conclusion The Applicants provided organizational charts of the corporate-level management and technical support organizations and described changes they will make as a result of the proposed transfer. The Applicants described the relationship of the nuclear-oriented parts of the organization to the rest of the corporate organization. The Applicants explained that HDI will be using a fleet model approach to ensure that the management and technical support organizations will have sufficient resources to conduct licensed activities at multiple sites. The Applicants described several provisions that they will make for uninterrupted support of technical operations, which include (1) plans to adopt the current NRC-approved ENOI policies, programs, procedures, and work instructions applicable to Pilgrim, and to continue to work in accordance with those documents following the license transfer, and (2) plans for the decommissioning general contractor, CDI, to employ the ENOI Pilgrim decommissioning organizations incumbent staff.

Add-040

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 72 of 158 Based on its review of the application for license transfer, the NRC staff finds that the Applicants provided reasonable assurance that the requirements of 10 CFR 50.34(b)(7) and 10 CFR 50.80 regarding the technical qualifications of HDI to engage in the proposed activities have been met.

In addition, the staff finds that HDI is technically qualified to be the holder of the license and that the transfer of the license is otherwise consistent with the applicable provisions of law, regulations, and orders issued by the Commission. Accordingly, the staff concludes that the proposed HDI management and technical support organization will adequately support the proposed maintenance and decommissioning activities at Pilgrim.

3.11 Operating Organization As stated in the application, CDI will establish a site decommissioning organization. CDI plans to employ ENOIs Pilgrim decommissioning organization personnel at the site at the time of the transaction closing, with the exception of one incumbent senior manager, who will become an HDI employee as the Site Vice President in charge of the site-based organization.

The application stated that staffing levels at the time of transfer will be fully compliant with the requirements of facility licenses and NRC regulations. HDI will ensure that vacated positions previously filled by incumbent employees are backfilled with qualified personnel, subject to a determination of the need to fill the position. In all cases, the individuals will be qualified for Pilgrims programs and procedures.

The staffing and qualification requirements for the current operating organization at Pilgrim were previously found to be acceptable, as approved in Amendment No. 246 to Renewed Facility Operating License No. DPR-35 (ADAMS Accession No ML17066A130), consistent with the permanent cessation of operations and permanent removal of fuel from the reactor vessel.

These staffing and qualification requirements detailed, among others, the responsibilities of a plant manager and a control room supervisor and stipulated that the minimum shift crew composition include at least one control room supervisor, who must be a Certified Fuel Handler, and one Non-Certified Operator. In addition, the facility staff qualifications are required to be maintained as stated in Section 5.3 of the TS. The proposed changes to the license as described in Enclosure 1, Attachment A, to the application letter do not affect the staffing or qualifications requirements as approved in Amendment No. 246.

In Enclosure 1, Attachment C, to the letter, the Applicants provided résumés of several key personnel with responsibilities of regulatory significance, including, among others, those of the HDI President and CNO, HDI Senior Vice President and COO, HDI Vice President for Quality Assurance and Nuclear Oversight, HDI Vice President for Licensing, and HDI Vice President for Technical Support. The résumés provided information on the experience of individuals who will occupy the aforementioned key positions in the areas of spent fuel management, decommissioning, nuclear safety, licensing and regulatory affairs, engineering and operations, and quality assurance.

3.11.1 Operating Organization Conclusion Based on its evaluation, the NRC staff concludes that the onsite organization will adequately support the proposed maintenance and decommissioning activities at Pilgrim in accordance with 10 CFR 50.34(b)(7) that requires Applicants to provide the technical qualifications to engage in the proposed activities, and 10 CFR 50.80(c) that requires the proposed license transferee to be Add-041

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 73 of 158 qualified to be the holder of the license, and is otherwise consistent with the applicable provisions of law, regulations, and orders issued by the Commission.

3.12 Technical Qualification Conclusion The Applicants have described the management and technical support organization, as well as the onsite operating organization, that would be responsible for the maintenance and decommissioning of Pilgrim after the proposed transfer of licensed authority to HDI. Based on its evaluation as described above, the NRC staff concludes that (1) HDI will have an acceptable management organization, (2) HDI will retain an onsite organization capable of safely conducting decommissioning activities, and (3) HDI will have the technically qualified resources and experience to support the safe maintenance and decommissioning of the Pilgrim site after the transfer of licensed authority from ENOI to HDI. The staff also determined that the Applicants provided reasonable assurance that they have met the relevant requirements of 10 CFR 50.34(b)(7) and 10 CFR 50.80 to engage in the proposed activities. Accordingly, in light of the foregoing evaluation, the staff finds that HDI is technically qualified to hold Pilgrim License No. DPR-35, and the general license for the Pilgrim ISFSI, as proposed.

3.13 Conforming License Amendment 3.13.1 Technical Specifications The Applicants requested a conforming amendment to Renewed Facility Operating License No. DPR-35 for Pilgrim. The NRC staff notes that TS page 4.0-1 is in effect with an administrative change to Section 4.1, Site Location, and recognizes that Section 4.3, Fuel Storage, is also on the same TS page. On April 7, 2016, the NRC issued Generic Letter (GL) 2016-01, Monitoring of Neutron-Absorbing Materials in Spent Fuel Pools (ADAMS Accession No. ML16097A169), to address the degradation of neutron-absorbing materials in wet storage systems for reactor fuel at power and nonpower reactors. The generic letter requested that licensees provide information to allow the NRC staff to verify continued compliance through effective monitoring to identify and mitigate any degradation or deformation of neutron-absorbing materials credited for criticality control in SFPs.

By letter dated November 3, 2016 (ADAMS Accession No. ML16319A131), as supplemented by letter dated February 8, 2018 (ADAMS Accession No. ML18039A843), Entergy responded to GL 2016-01 for Pilgrim. In Entergys response to GL 2016-01, as supplemented, the licensee also noted that 2016 testing on the Boraflex installed in the SFP at Pilgrim showed that some of the Boraflex was no longer bounded by the nuclear criticality safety analysis of record. This resulted in the licensee implementing corrective actions to manage Boraflex degradation and maintain subcriticality in the SFP. On September 26, 2018, the NRC issued a letter to Entergy on the closeout of GL 2016-01. The letter states that the NRC staff found interim corrective actions taken to be adequate and that the licensee-identified nonconservative TS would be resolved in accordance with Administrative Letter 98-10, Dispositioning of Technical Specifications That Are Insufficient to Assure Plant Safety, dated December 29, 1998 (ADAMS Accession No. ML031110108). The GL 2016-01 issue affects TS Section 4.3.

By letter dated September 13, 2018 (ADAMS No. ML18260A085), as supplemented by letters dated January 10, February 8, and March 14, 2019 (ADAMS Nos. ML19016A135, ML19044A574, and ML19079A158), ENOI submitted a license amendment request to revise the Pilgrim Renewed Facility Operating License and associated TS to permanently defueled TS consistent with the permanent cessation of reactor operation and permanent defueling of the Add-042

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 74 of 158 reactor. The NRC staff is addressing changes to TS Section 4.3 as part of its review of the license amendment request, dated September 13, 2018.

As described in the November 16, 2018, application, HDI will assume licensed responsibility for Pilgrim through a direct transfer of ENOIs responsibility for licensed activities at Pilgrim to HDI.

Upon closing of the proposed license transfer and issuance of the conforming amendment, HDI would assume responsibility for compliance with the current licensing basis, including regulatory commitments that exist at the closing of the transaction between the Applicants, and would implement any changes under applicable regulatory requirements and practices. Additionally, HDI would assume responsibility for open licensing actions previously submitted by ENOI. As stated previously, the NRC staff determined that HDI will be technically qualified to support the safe maintenance and decommissioning of the Pilgrim site; this includes issues pertaining to the SFP.

3.13.2 Final No Significant Hazards Consideration Under the Atomic Energy Act of 1954, as amended, and the NRC's regulations, the NRC staff may issue and make an amendment immediately effective, notwithstanding the pendency before the Commission of a request for a hearing from any person, in advance of the holding and completion of any required hearing, where it has made a final determination that no significant hazards consideration is involved.

On February 20, 2019 (ADAMS Accession No. ML19051A114), the Commonwealth of Massachusetts filed a request for a hearing and petition for leave to intervene challenging the proposed license transfer. On February 20, 2019 (ADAMS Accession No. ML19051A019),

Pilgrim Watch also filed a request for a hearing and petition for leave to challenging the proposed license transfer. On April 24, 2019 (ADAMS Accession No. ML19114A519), the Commonwealth of Massachusetts filed a motion to supplement its motion to intervene and request for hearing with new information. On April 26, 2019 (ADAMS Accession No. ML19116A162) and May 9, 2019 (ADAMS Accession No. ML19129A473), Pilgrim Watch filed motions to supplement its motion to intervene and request for hearing with new information.

On July 16, 2019 (ADAMS Accession No. ML19197A330), Pilgrim Watch submitted a motion to file a new contention. On August 1, 2019 (ADAMS Accession No. ML19213A313), the Commonwealth of Massachusetts filed a motion to stay the license transfer proceeding for 90 days to permit the completion of settlement negotiations. These requests are currently pending before the Commission.

As provided in 10 CFR 2.1315, unless otherwise determined by the Commission with regard to a specific application, the Commission has determined that any amendment to the license of a utilization facility or to the license of an ISFSI, which does no more than conform the license to reflect the transfer action involves no significant hazards consideration. No contrary determination has been made with respect to this specific application.

3.13.3 Conforming License Amendment Conclusion The conforming amendment requested by the Applicants does not affect TS Section 4.3.

Further, the Applicants requested no physical or operational changes to the facility. The proposed conforming amendment only reflects the proposed license transfer action. The conforming amendment involves no safety question and is administrative in nature.

Accordingly, the proposed amendment is acceptable.

Add-043

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 75 of 158 The Commission has concluded, based on the considerations discussed above, that (1) there is reasonable assurance that the proposed action will not endanger public health and safety, (2) there is reasonable assurance that such activities will be conducted in compliance with the Commissions regulations, and (3) the issuance of the amendment will not be inimical to the common defense and security or to public health and safety.

3.14 Public Comments The NRC published a notice of consideration of the approval of transfer of license and conforming amendment in the Federal Register on January 31, 2019 (84 FR 816). The notice included an opportunity to provide written comment and stated that the NRC would participate in a public meeting at Hotel 1620 in Plymouth, Massachusetts, on January 15, 2019. The announcement also noted that NRC personnel at the public meeting would take oral or written comments on the application for the proposed license transfer and the associated proposed HDI revised PSDAR. The public meeting record (ADAMS Accession No. ML19017A173) summarizes the oral comments; the presentation slides are available in ADAMS under Accession Nos. ML19008A494, ML19009A171, and ML19009A343; and a transcript of the public meeting is available at ADAMS Accession No. ML19029A025.

The NRC received written comments from the public in response to the FR notice. These comments are publicly available in ADAMS under Accession Nos. ML19032A073, ML19046A017, ML19057A188, ML19057A190, ML19057A569, ML19059A023, ML19060A227, ML19060A228, ML19064B330, ML19064B331, ML19064B332, ML19064B345, ML19065A180, ML19065A187, ML19065A188, ML19065A192, ML19065A193, ML19065A196, ML19065A198, ML19065A257, ML19065A258, ML19070A161, ML19070A162, ML19070A164, ML19070A165, ML19070A166, ML19070A167, ML19070A168, ML19070A169, ML19070A170, ML19070A171, ML19070A172, ML19070A174, ML19070A175, ML19070A176, ML19070A177, ML19072A312, ML19072A314.

Of the comments received, 4 were out of scope, 8 favored granting the license transfer, 18 supported the hearing requests from the Commonwealth of Massachusetts and Pilgrim Watch, and 9 expressed concerns.

Several questions and comments came from the general public at the public meeting. The themes of the written questions and comments overlapped with the oral questions and comments. The questions and comments had the following themes:

• concerns about the responsibility for any decommissioning fund shortfalls and the financial integrity or other qualifications of Holtec and its partners

• use of the site after decommissioning

• concerns about continued storage of spent fuel after decommissioning, transportation of spent fuel and radioactive waste, and the destination of spent fuel once it is removed from the site

• support for the timely review and approval of the license transfer and the immediate decommissioning of the facility

• concerns that support for the license transfer is partially based on proprietary information or incomplete cost information and that the work will have proper oversight Add-044

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 76 of 158

• concerns about the potential to turn parts of the facility to rubble and bury it on site

• concerns about unknown radiation ground contamination

• concerns about climate change affecting the site

• concerns about the reduction of emergency planning

• concerns about Entergys current use of the DTF

• NRC communications and coordination on the review process

• concerns about the dry cask incident at San Onofre The NRC staff reviewed the questions and comments made in the public meeting, along with the written comments received during the open comment period, and considered them in the review process. This safety evaluation of the license transfer request addresses the themes of the questions and comments that were within the scope of the NRCs review, such as concerns about decommissioning fund shortfalls and the financial integrity and the financial and technical qualifications of Holtec and its partners.

The NRC considers concerns about the environment to be out of scope for a license transfer review. Additionally, as indicated below, the NRC staff has determined that the license transfer and conforming amendment meet the eligibility criteria for the categorical exclusion set forth in 10 CFR 51.22(c)(21). Therefore, under 10 CFR 51.22(b), no environmental impact statement or environmental assessment need be prepared in connection with the approval of the transfer application and conforming license amendment.

4.0 STATE CONSULTATION

In accordance with the Commissions regulations, the NRC notified the Commonwealth of Massachusetts official of the proposed license transfer and draft conforming amendment on August 13 and 14, 2019 (ADAMS Accession No. ML19226A396). The Commonwealth official responded on August 21, 2019 with written comments (ADAMS Accession No. ML19233A278).

As provided in 10 CFR 2.1315, unless otherwise determined by the Commission with regard to a specific application, the Commission has determined that any amendment to the license of a utilization facility or to the license of an ISFSI that does no more than conform the license to reflect the transfer action involves no significant hazards consideration. As noted above in Section 3.13.2, no contrary determination has been made with respect to this specific application. The NRC staff notes that the consultation requirements in 10 CFR 50.91(c) do not give the Commonwealth the right to veto or insist upon a postponement of the Commissions no significant hazards consideration determination. The staff has considered the comments and determined no changes to the safety evaluation were necessary.

At the request of the Commonwealth, the Commonwealths comments are reprinted here in their entirety.

At the outset, the Commonwealth objects to the proposed action based on the procedural irregularities and disparate treatment of the Commonwealth during the consultation process as compared to other similarly situated states.

Add-045

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 77 of 158 On August 13, 2019, the NRC State liaison contacted the Massachusetts Executive Office of Energy and Environmental Affairs with an offer for NRC Staff to consult with the Commonwealth about the Staffs proposed actions during a narrow two-hour window later that day. By mutual agreement, that consultation meeting was scheduled for 1:30 pm on August 13, 2019. Approximately twenty-minutes prior to that meeting, however, NRC Staff filed into the above referenced proceeding a Notification, which informed the proceeding participants that Staff had notified the Commission that Staff intended to issue an order approving the license transfer application and Exemption Request on or about August 21, 2019. 1 Even though the NRC Staff had not yet consulted with the Commonwealth on that intended action, the Notification also indicated wrongly that NRC Staff had already notified the Commonwealth of the proposed actions.

During the consultation call that followed the Notifications filing in the docket, the NRC Staff initially declined even to describe the contents of the just filed public Notification and refused to provide any details regarding what the anticipated approval Order would say or the findings underlying it in the anticipated SER. This conduct is not consistent with the NRCs state consultation requirements under, inter alia, 10 C.F.R. § 50.91 or the respect due to a sovereign state that has raised serious concerns about the requested actions. Nor is this a situation where an emergency would excuse the Staffs obligation to make a good faith attempt to consult with the Commonwealth of Massachusetts before NRC Staff or the Commission acts. See 10 C.F.R. § 50.91(b)(4). 2 In another example of a lack of meaningful consultation, NRC Staff, on August 14, 2019, rejected the Commonwealths request for fourteen days to provide to Staff the Commonwealths written views on the proposed action prior to the Staffs taking any final action. Instead, in conflict with the state consultation process with the State of New Jersey for the recent transfer of Oyster Creek Nuclear Generating Stations operating license, NRC Staff informed the Commonwealth that it would have five business days (close of business on August 21, 2019) to offer any written comments to Staff on the intended actions. In support of its request for fourteen days, the Commonwealth had noted during its August 13 and August 14, 2019, conversations with NRC Staff that the Staff had just recently given the State of New Jersey fifteen days from the initial notification of the Staffs intention to approve the Oyster Creek license transfer application to submit an official written response to the Staffs proposed action. 3 1 Notification of Significant Licensing Action (NSLA) (ADAMS Accession No. ML19225D006).

2 The NRC Staff also argued that its obligation to consult with the Commonwealth was limited to the conforming amendment sought by the Applicants. The NRC requirements, however, do not so narrowly limit the state consultation process, and, in any event, NRC Staffs approach would undermine the very purpose of state consultation to solicit state input about the substance of proposed NRC actions that have the potential to pose environmental and public health risks to the state and its residents.

3 Safety Evaluation by the Office of Nuclear Reactor Regulation and Office of Nuclear Material Safety and Safeguards, Related Request for Direct Transfer of Control of Renewed Facility Operating License No. DPR-16 and the General License for the Independent Spent Fuel Storage Installation from Exelon Generation Company, LLC to Add-046

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 78 of 158 Upon receipt of New Jerseys written response, NRC Staff then incorporated New Jerseys written response into the state consultation section of the SER. 4 During its conversations with NRC Staff, the Commonwealth requested that it receive the same treatment as NRC Staff afforded to New Jersey just over two months earlier. After NRC Staff rejected, on August 14, 2019, the Commonwealths request for fourteen days to submit a written response, the Commonwealth asked NRC Staff whether there were extenuating circumstances that caused the Staff to give New Jersey fifteen days to respond but to reject the Commonwealths request to be treated similarly.

NRC Staff was unable to provide any justification and could not explain why it gave New Jersey fifteen days to respond. Instead, Staff said its internal guidanceProcedures for Handling License Transfersdictates that Staff is to provide states five business days to respond after initial consultation. Those procedures, however, are silent on the amount of time NRC Staff should give a host state to submit comments on the Staffs intention to approve a license transfer application. 5 NRC Staffs failure to follow what appears to be the NRCs normal state consultation process and its unexplained disparate treatment of the Commonwealth as compared to the State of New Jersey renders its planned action arbitrary and capricious.

Given the NRC Staffs refusal to give the Commonwealth a reasonable amount of time to respond during the consultation process (again, at least the same amount of time it gave New Jersey), the Commonwealth incorporates by reference, as if fully set forth here, the contentions, arguments, and issues it has raised in its yet-to-be acted on Petition for Leave to Intervene and Hearing Request, Docket Nos. 50-293 & 72-1044, filed on February 20, 2019 (Petition);

Reply in Support of Petition for Leave to Intervene and Hearing Request, Docket Nos. 50-293 & 72-1044, filed on April 1, 2019 (Reply); and Motion of the Commonwealth of Massachusetts to Supplement Its Petition with New Information, Docket Nos. 50-293 & 72-1044, filed on April 24, 2019. Consistent with the concerns raised in those filings, there are at least two substantive issues that require the NRC Staff to, at a minimum, re-evaluate its plan to approve the Oyster Creek Environmental Protection, LLC and Holtec Decommissioning International, LLC (Oyster Creek Nuclear Generating Station) (Jun. 20, 2019), Docket Nos. 50-219 &

72-15, at 20 (ADAMS Accession No. ML19095A457).

4 Id. at 20.

5 See generally U.S. Nuclear Regulatory Commission, Office of Nuclear Reactor Regulation ,NRR Office Instruction, Change Notice: Procedures for Handling License Transfers, LIC-107,Revision 2 (Jun. 5, 2017) (hereinafter, Procedures for Handling License Transfers). Another Staff action in this matter was, however, inconsistent with the actual terms of that license transfer processing Instruction. While the Instruction provides that NRC Staff must give the Commission at least 5 work days to object to issuance of the Staff approval order before it is issued, id. at 13, the Staff sent a notice to Entergy on August 15, 2019, which stated that Pilgrims license had already been issued to [Holtec]. Encl. at 2 in Ltr. from Scott P. Wall, Sr. Project Manager, NRC Plan Licensing Branch III, to Brian R. Sullivan, Site Vice President, Entergy (Aug. 15, 2019) (ADAMS Accession No. ML19191A006). That notice and its statement that the license had already been issued to Holtec was then published in the Federal Register on August 20, 2019. 84 Fed. Reg. 43,186, 43,186 col.3 (Aug. 20, 2019).

Add-047

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 79 of 158 license transfer application and Exemption Request if not deny them outright.

These two issues go to the heart of this matterHoltecs ability to satisfy the NRCs financial and technical requirements for license transfer approvaland should make any regulator take the time to seriously question and evaluate the veracity of Holtecs assertions, including awaiting the completion of an adjudicatory hearing on them to ensure that all issues have been fully aired and considered.

First, Holtecs response to the NRC Staffs July 26, 2019 Request for Additional Information (RAI) belies any claim that Holtec has satisfied the NRCs financial qualification and assurance requirements for either the license transfer or the Exemption Request. In fact, after Holtecs misleading response to that request is corrected, Holtecs cash-flow analysis shows that Holtec will suffer a funding shortfall of more than $50 million. In its original cash-flow analysis, Holtec claimed a year ending decommissioning trust fund balance of $3.615 million for the year 2063 (projected end of project life). 6 In developing this analysis, Holtec used a license termination cost of $592,553,322. 7 In response to NRC Staffs RAI, Holtec completed a revised cash flow analysis based on the Minimum Formula Amount (MFA), as required by 10 C.F.R. § 50.75(c). 8 The revised MFA-based cash flow analysis increased the license termination cost by

$40,714,236 to a total of $633,267,558. 9 Yet, despite the $40 million plus cost increase, and a claim that it used the same assumptions in its revised analysis that it used in its original analysis, Holtecs recent analysis provides a positive year-end trust balance of $11,595,232. 10 In other words, despite increasing its costs, Holtecs analysis results, inexplicably in a higher positive year-end balance. To derive this result in its revised analysis, Holtec appears to have excluded the tax impact on each year-end-earnings-balance that it accounted for in its original cash-flow analysis despite stating to NRC Staff that it included the tax impact. 11 When taxes are accounted for in the revised MFA-based cash-flow analysis, the analysis actually shows a funding shortfall of more than $50 million.

Second, the misleading nature of Holtecs RAI response appears to be part of a troubling pattern of behavior that raises serious questions about Holtecs veracity, judgment, and technical qualifications to decommission a nuclear power 6 Revised Post-Shutdown Decommissioning Activities Report and Revised Site-Specific Decommissioning Cost Estimate for Pilgrim Nuclear Power Station, Enclosure 1, at 47 (Nov. 16, 2018) (ADAMS Accession No. ML18320A040).

7 Id.

8 Response to NRC Request for Additional Information, at E-4-5 and Enclosure (Jul. 29, 2019) (ADAMS Accession No. ML19210E470).

9 Id. Holtec stated that its lower license termination cost estimate is more accurate because it includes site-specific data to Pilgrim, but, as NRC Staff explained in its RAI, Holtecs cash-flow analysis does not comply with the NRCs regulations and, for that reason, cannot be more accurate. And Holtecs attack on that regulation, of course, constitutes an improper challenge to an NRC regulation. Moreover, a large Boiling Water Reactor, such as Pilgrim, has never been decommissioned in the United States.

Additionally, as stated in the Commonwealths Petition and Reply, Holtec has not provided adequate details as to how its costs are realistic or related to Pilgrim.

10 Id.

11 Id.

Add-048

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 80 of 158 reactor. In October 2010, for example, the Tennessee Valley Authority (TVA) temporarily debarred Holtec and required the company to pay a $2 million administrative fee based on the results of a criminal investigation into an alleged Holtec contract-bribery scheme. 12 The TVA employee, who, according to the TVA Inspector Generals Report, received $54,000 in undisclosed payments funneled to the employee from Holtec to help Holtec secure a contract with TVA, pleaded guilty in 2007. 13 In a recorded telephone conversation between that employee and an individual who appears in the report to be a Holtec official, during which the employee asked the Holtec official for advice on how to handle the TVA Inspector Generals inquiry, the Holtec official informed the employee to tell the investigators that the employee did not know anything about [the payments], other than the fact that your wife was in the business of doing consulting services and it was a payment retainer for that work. 14 More recently, New Jerseys Economic Development Authority (EDA) froze a $260 million tax break secured by Holtec when it discovered that Holtec had falsely sworn on its tax break application that the company had never been barred from doing business with a state or federal agency, 15 even though, as noted above, TVA temporarily debarred Holtec in October 2010. On April 24, 2019, the NRC itself cited Holtec for two violations of NRC regulatory requirements. 16 And, Holtecs business partner for its nuclear decommissioning venture, SNC-Lavalin, which Holtec has leaned on heavily to support its claimed technical capacity to undertake multiple complex decommissioning projects at the same time, 17 faces its own legal troubles having been caught-up in numerous alleged international 12 Office of the Inspector General, TVA, Semiannual Report 18 (Apr. 1, 2015 - Sept. 30, 2015), https://oig.tva.gov/reports/semi59.pdf; see also Office of the Inspector General, TVA, Semiannual Report 8 (Oct. 1, 2010 - Mar. 31, 2011),

https://oig.tva.gov/reports/semi50.pdf.

13 Office of Inspector General, TVA, Report of Administrative Inquiry 1 (Mar. 23, 2010),

https://www.politico.com/states/f/?id=0000016b-d7ca-d6eb-a96f-fffebfa70001; Andrew Seidman & Catherine Dunn, Holtec Funneled $50,000 to Federal Employee in Bid to Win Contract, Inspector General Report says, The Philadelphia Inquirer, Jul. 9, 2019, https://www.inquirer.com/business/holtec-tennessee-valley-authority-nj-tax-credit-investigation-20190709.html.

14 Office of Inspector General, TVA, Report of Administrative Inquiry 4 (Mar. 23, 2010),

https://www.politico.com/states/f/?id=0000016b-d7ca-d6eb-a96f-fffebfa70001.

15 Nancy Solomon & Jeff Pillets, Holtecs $260 Million Tax Break Frozen by NJ EDA, WNYC News, June 4, 2019, https://www.wnyc.org/story/holtecs-260-million-tax-break-frozeneda/; see also Ryan Hutchins, Task Force Uncovers Bombshell Report on Holtec, Politico, Jul. 10, 2019, https://www.politico.com/newsletters/new-jersey-playbook/2019/07/10/task-forceuncovers-bombshell-report-on-holtec-454824.

16 Notice of Violation to Holtec International, NRC OE EA 18-51, 2019 WL 2004418 (Apr. 24, 2019) (ADAMS Accession No. ML19072A128).

17 Applicants Answer Opposing the Commonwealths Mot. to Supplement its Petition with New Information at 8 (May 2, 2019); see also Holtec Response to NRC Request for Additional Information at Encl., p.2 (Apr. 17, 2019) (ADAMS Accession No. ML19109A177). In its RAI Response, for example, Holtec relies on the size of SNC-Lavalins workforce to support its assertion that it will have adequate support for its planned multi-reactor decommissioning endeavor, but SNC-Lavalin is currently restructuring its business and reducing its work force. Compare id. at E-2, with, e.g. infra note 19.

Add-049

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 81 of 158 bribery scandals. 18 Of course, any serious criminal or regulatory actions taken against Holtec, or its partners or executives, will have the potential of further draining resources and hampering Holtecs ability to perform decommissioning in a timely, safe and fiscally responsible manner. 19 Those issues would be problematic if Holtecs obligations were limited to Pilgrim. But, as NRC Staff is aware, they are not limited to Pilgrim. In fact, Holtec is planning to embark on an uncharted path of attempting to decommission six nuclear power reactors at four different nuclear generating stations in four different states. The unprecedented nature of this endeavor and the cumulative impacts on Holtecs capacity to follow through on those commitments makes this license transfer application and Exemption Request sui generis and outside, for that reason alone, the license transfer actions contemplated by the Commission when it adopted its Subpart M Procedures (10 C.F.R. sub. pt. M). Holtecs unprecedented plan exacerbates all of the issues and concerns raised above and in the Commonwealths Petition, Reply, and Motion to Supplement, and, in connection with the history described above, demands a heightened degree of scrutiny by NRC Staff and the Commission before any final action is taken on the license transfer or Exemption requests. While Holtec may be comfortable attempting to do what has never been done before, that is cold comfort for the Commonwealth and its citizens who have to accept Holtec as its new resident and the risks that accompany it all before the Commonwealth has an opportunity to present its views in an adjudicatory hearing. That concern is made all the worse by the fact that Hotlec has asked the NRC to delete a pre-existing license condition upon which the public and the Commonwealth have relied that requires the Pilgrim licensee to have access to a $50 million contingency fund for, among other things, safe and prompt decommissioning. Renewed License No. DPR-35 at 4, ¶ J(4). Certainly, these facts preclude any no significant hazards consideration finding or reliance on a National Environmental Policy Act categorical exclusion since the proposed action does much more than [simply]

conform the license to reflect the transfer action. 10 C.F.R. § 2.1315. Indeed, granting the requested actions at Pilgrim and the other power stations will materially and significantly increase the risk to public health, safety, and the environment.

18 See, e.g., Richard L. Cassin, Former SNC-Lavalin Chief Pleads Guilty in Bribery Case, The FPCA Blog, Feb. 4, 2019, https://www.fcpablog.com/blog/2019/2/4/former-snc-lavalinchief-pleads-guilty-in-bribery-case.html; SNC-Lavalin Opts for Judge-Only Trial in Corruption Case, CBC News, June 28, 2019, https://www.cbc.ca/news/canada/montreal/snc-lavalin-trialcorruption-bribery-judge-1.5193975.

19 Indeed, as the Commonwealth noted in its Reply in Support of its Motion to Supplement its Petition with New Information at 3 n.4 (May 9, 2019), SNC-Lavalins legal troubles have had serious consequences for the company. Just recently, in fact, SNC-Lavalin made a dramatic cut to its dividend payments, lost half of its shareholder value this year, and announced a major restructuring and downsizing of its business. E.g.,

Shanti S. Nair, SNC-Lavalin Cuts Dividend, Posts Wider-Than-Expected Loss as Costs Run High, Reuters, Aug. 1, 2019, https://www.reuters.com/article/us-snc-lavalin-results/snc-lavalin-cuts-dividend-posts-widerthan-expected-loss-as-costs-run-high-idUSKCN1UR4FQ.

Add-050

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 82 of 158

5.0 ENVIRONMENTAL CONSIDERATION

The subject application is for approval of a transfer of a license issued by the NRC and an associated conforming amendment required to reflect the approval of the transfer. Accordingly, the actions involved meet the eligibility criteria for categorical exclusion set forth in 10 CFR 51.22(c)(21). Pursuant to 10 CFR 51.22(b), no environmental impact statement or environmental assessment need be prepared in connection with the approval of the transfer application and conforming license amendment.

6.0 CONCLUSION

Based on the foregoing, and subject to the conditions described herein, the NRC staff concludes that Holtec Pilgrim and HDI are financially qualified and HDI is technically qualified to hold the license for Pilgrim and the general license for the Pilgrim ISFSI, as described in the application, and engage in the proposed maintenance and decommissioning activities associated with the Pilgrim site. The NRC staff has concluded, based on the considerations discussed above, that (1) the proposed transferees are qualified to be the direct and indirect holders of Renewed Facility Operating License No. DPR-35 and (2) the direct and indirect transfer of the license is otherwise consistent with the applicable provisions of law, regulations, and orders issued by the Commission pursuant thereto.

Additionally, the NRC staff finds that the Applicants have satisfied the NRCs decommissioning funding assurance requirements and the applicable onsite and offsite insurance requirements, as conditioned. Further, the NRC staff finds that the Applicants are not owned, controlled, or dominated by a foreign entity.

The NRC staff finds that proposed license transfer will be consistent with the requirements of the AEA and NRC regulations. The transfer of the licenses will not be inimical to the common defense and security and does not involve foreign ownership, control, or domination.

Principal Contributors: Victoria V. Huckabay, NRR/DIRS Richard Turtil, NRR/DLP Scott Wall, NRR/DORL Date:

Attachment:

Closing Balance Calculations in Support of Applicants/Transferees PSDAR Add-051

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 83 of 158 ATTACHMENT 1: Pilgrim Nuclear Power Station Closing Balance Calculations in Support of Applicants/Transferees Post-Shutdown Decommissioning Activities Report (thousands of constant 2018 Dollars)

(reflects information from November 16, 2018, Entergy Nuclear Operations, Inc., and Holtec Decommissioning International submissions)

Year Opening License Spent Fuel Site Interest Closing DTF Termination Management Restoration Earned e Balance Balance Costs d Costs Costs 2019 a $1,030,000 $84,927 $53,920 $18 $5,273 $896,408 2020 $896,408 $79,292 $84,905 $28 $10,397 $742,579 2021 $742,579 $46,759 $82,500 $637 $8,700 $621,384 2022 $621,384 $103,197 $3,332 $23,630 $6,975 $498,200 2023 $498,200 $167,453 $3,135 $1,700 $4,628 $330,540 2024 $330,540 $95,694 $3,225 $9,236 $3,158 $225,543 2025 b $225,543 $1,310 $6,306 $4,127 $3,036 $216,837 2026 $216,837 $5,952 $2,995 $213,879 2027 $213,879 $5,939 $2,953 $210,893 2028 $210,893 $5,952 $2,910 $207,851 2029 $207,851 $5,952 $2,867 $204,766 2030 $204,766 $7,212 $2,805 $200,359 2031 $200,359 $7,212 $2,743 $195,891 2032 $195,891 $7,212 $2,679 $191,358 2033 $191,358 $7,212 $2,615 $186,762 2034 $186,762 $7,193 $2,550 $182,119 2035 $182,119 $7,212 $2,484 $177,391 2036 $177,391 $7,230 $2,416 $172,577 2037 $172,577 $7,212 $2,348 $167,713 2038 $167,713 $7,193 $2,279 $162,800 2039 $162,800 $7,212 $2,209 $157,798 2040 $157,798 $7,212 $2,138 $152,724 2041 $152,724 $7,212 $2,066 $147,579 2042 $147,579 $7,212 $1,993 $142,361 2043 $142,361 $7,212 $1,919 $137,068 2044 $137,068 $7,212 $1,844 $131,701 2045 $131,701 $7,193 $1,768 $126,276 2046 $126,276 $7,212 $1,691 $120,755 2047 $120,755 $7,212 $1,612 $115,156 2048 $115,156 $7,230 $1,533 $109,458 2049 $109,458 $7,193 $1,452 $103,717 2050 $103,717 $7,212 $1,370 $97,876 2051 $97,876 $7,193 $1,288 $91,971 Add-052

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 84 of 158 ATTACHMENT 1: Pilgrim Nuclear Power Station Closing Balance Calculations in Support of Applicants/Transferees Post-Shutdown Decommissioning Activities Report (thousands of constant 2018 dollars)

(reflects information from November 16, 2018, Entergy Nuclear Operations, Inc. (ENOI) and Holtec Decommissioning International submissions)

Year Opening License Spent Fuel Site Interest Closing DTF Termination Management Restoration Earned e Balance Balance Costs d Costs Costs 2052 $91,971 $7,230 $1,203 $85,944 2053 $85,944 $7,212 $1,118 $79,851 2054 $79,851 $7,212 $1,031 $73,671 2055 $73,671 $7,193 $944 $67,422 2056 $67,422 $7,212 $855 $61,065 2057 $61,065 $7,212 $765 $54,618 2058 $54,618 $7,212 $673 $48,080 2059 $48,080 $7,212 $580 $41,449 2060 $41,449 $4,296 $7,212 $425 $30,367 2061 $30,367 $4,375 $7,212 $267 $19,047 2062 c $19,047 $4,358 $7,193 $106 $7,602 2063 $7,602 $892 $2,441 $706 $51 $3,615 Total $592,553 $501,467 $40,079 aReflects the value of the decommissioning trust fund (DTF) following closure of the equity sale, in 2019, from the current licensee to the Applicants, which does not include deductions for costs incurred by the current licensee, ENOI, before closure of the sale bYear in which the Pilgrim site meets partial site release criteria cAnticipated year in which the U.S. Department of Energy takes possession of spent fuel from the Pilgrim independent spent fuel storage installation (ISFSI) dIncludes funding for ISFSI decommissioning eBased on Applicants data, real rate of return applied by the Applicants is equal to approximately 1.42 percent, which considers growth of DTF net of taxes.

Add-053

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 85 of 158 NUCLEAR REGULATORY COMMISSION Docket No. 50-293 Holtec Decommissioning International, LLC Pilgrim Nuclear Power Station Exemption I. Background.

By letter dated November 10, 2015 (Agencywide Documents Access and Management System (ADAMS) Accession No. ML15328A053), Entergy Nuclear Operations, Inc. (ENOI),

submitted a notification to the U.S. Nuclear Regulatory Commission (NRC) indicating that it would permanently shut down Pilgrim Nuclear Power Station (Pilgrim) no later than June 1, 2019. By letter dated June 10, 2019 (ADAMS Accession No. ML19161A033), ENOI submitted to the NRC a certification in accordance with § 50.82(a)(1) of Title 10 of the Code of Federal Regulations (10 CFR), stating that Pilgrim permanently ceased power operations on May 31, 2019, and that as of June 9, 2019, all fuel had been permanently removed from the Pilgrim reactor vessel and placed in the spent fuel pool. Accordingly, pursuant to 10 CFR 50.82(a)(2), the Pilgrim renewed facility operating license no longer authorizes operation of the reactor or emplacement or retention of fuel in the reactor vessel. By letter dated November 16, 2018 (ADAMS Accession No. ML18320A036), ENOI submitted the updated Pilgrim spent fuel management plan (SFMP) pursuant to 10 CFR 50.54(bb) and preliminary decommissioning cost estimate (DCE). By letter dated November 16, 2018 (ADAMS Accession No. ML18320A034), as supplemented by letter dated January 9, 2019 (ADAMS Accession No. ML19015A020) and letter dated July 29, 2019 (ADAMS Accession No. ML19210E470), ENOI submitted a post-shutdown decommissioning activities report (PSDAR) and the site-specific DCE for Pilgrim.

Add-054

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 86 of 158 By letter dated November 16, 2018 (ADAMS Accession No. ML18320A031), ENOI, on behalf of itself and Entergy Nuclear Generation Company (ENGC) (to be known as Holtec Pilgrim, LLC (Holtec Pilgrim)), Holtec International (Holtec), and Holtec Decommissioning International (HDI) submitted a license transfer application (LTA) requesting that the NRC consent to the direct transfer of ENOIs operating authority to HDI and the indirect transfer of control of the Pilgrim Renewed Facility Operating License and the General License for the Pilgrim Independent Spent Fuel Storage Installation (ISFSI) to Holtec. By letter dated November 16, 2018 (ADAMS Accession No. ML18320A040), HDI submitted a Notification of Revised Post-Shutdown Decommissioning Activities Report and Revised Site-Specific Decommissioning Cost Estimate for Pilgrim Nuclear Power Station (revised PSDAR), to notify the NRC of changes to accelerate the schedule for the prompt decommissioning (i.e., the DECON method for decommissioning) of Pilgrim and unrestricted release of all portions of the site (excluding the ISFSI) within 8 years after the license transfer.

Under the proposed transfers, Holtec Pilgrim will own the Pilgrim nuclear facility and will have responsibility for Pilgrim as its licensed owner. Holtec Pilgrim will enter into an agreement for decommissioning services with HDI, with HDI acting as Holtec Pilgrims agent and with Holtec Pilgrim paying for all HDI expenses related to decommissioning, spent fuel management, and site restoration. Accordingly, HDI will become the licensed operator for decommissioning.

II. Request/Action.

The requested exemption from 10 CFR 50.82(a)(8)(i)(A) would permit Holtec Pilgrim and HDI to use funds from the Pilgrim Decommissioning Trust Fund (DTF) for spent fuel management and site restoration activities in accordance with HDIs site-specific DCE for Pilgrim. HDI submitted a revised site-specific DCE for Pilgrim by letter dated November 16, 2018, as part of the revised PSDAR. A similar exemption request from Entergy 2

Add-055

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 87 of 158 was approved by the NRC for Pilgrim by letter dated July 22, 2019 (ADAMS Accession No. ML19162A334).

The 10 CFR 50.82(a)(8)(i)(A) requirement restricts the use of DTF withdrawals to expenses for legitimate decommissioning activities consistent with the definition of decommissioning that appears in 10 CFR 50.2. The definition of decommission in 10 CFR 50.2 reads as follows:

to remove a facility or site safely from service and reduce residual radioactivity to a level that permits (1) Release of the property for unrestricted use and termination of the license; or (2) Release of the property under restricted conditions and termination of the license.

This definition does not include activities associated with spent fuel management or site restoration activities. Therefore, an exemption from 10 CFR 50.82(a)(8)(i)(A) is needed to allow Holtec Pilgrim and HDI to use funds from the DTF for spent fuel management and site restoration activities.

Similar to 10 CFR 50.82(a)(8)(i)(A), provisions of 10 CFR 50.75(h)(1)(iv) and (h)(2) dictate that with certain exceptions, disbursements from nuclear decommissioning trusts are restricted to decommissioning expenses. However, in accordance with 10 CFR 50.75(h)(5),

these provisions do not apply to any licensee that as of December 24, 2003, has existing license conditions relating to decommissioning trust agreements, so long as the licensee does not elect to amend those license conditions. The operating license for Pilgrim included existing license conditions relating to decommissioning trust agreements on December 24, 2003, and as such, Pilgrim is exempt from the provisions of sections (h)(1) through (h)(3) of 10 CFR 50.75, pursuant to the terms of 10 CFR 50.75(h)(5).

3 Add-056

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 88 of 158 III. Discussion.

Pursuant to 10 CFR 50.12, the Commission may, upon application by any interested person or upon its own initiative, grant exemptions from the requirements of 10 CFR Part 50 (1) when the exemptions are authorized by law, will not present an undue risk to the public health and safety, and are consistent with the common defense and security; and (2) when any of the special circumstances listed in 10 CFR 50.12(a)(2) are present. These special circumstances include, among other things:

(a) Application of the regulation in the particular circumstances would not serve the underlying purpose of the rule or is not necessary to achieve the underlying purpose of the rule; and (b) Compliance would result in undue hardship or other costs that are significantly in excess of those contemplated when the regulation was adopted, or that are significantly in excess of those incurred by others similarly situated.

A. Authorized by Law The requested exemption from 10 CFR 50.82(a)(8)(i)(A) would allow Holtec Pilgrim and HDI to use a portion of the funds from the DTF for spent fuel management and site restoration activities at Pilgrim in the same manner that withdrawals are made under 10 CFR 50.82(a)(8) for radiological decommissioning activities. As stated above, 10 CFR 50.12 allows the NRC to grant exemptions from the requirements of 10 CFR Part 50 when the exemptions are authorized by law. The NRC staff has determined, as explained further below, that there is reasonable assurance of adequate funding for radiological decommissioning because the Applicants use of the DTF for activities associated with spent fuel management and site restoration will not negatively impact the availability of funding for radiological decommissioning. Accordingly, the exemption is authorized by law because granting the licensees proposed exemption will not 4

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USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 89 of 158 result in a violation of the Atomic Energy Act of 1954, as amended, or the Commissions regulations.

B. No Undue Risk to Public Health and Safety The underlying purpose of 10 CFR 50.82(a)(8)(i)(A) is to provide reasonable assurance that adequate funds will be available for the radiological decommissioning of power reactors and license termination. As explained in further detail in Section D below, based on NRC staffs review of HDIs revised site-specific DCE and the staffs independent cash flow analysis contained in Attachment 1 to the NRC staffs safety evaluation for the associated LTA (ADAMS Accession No. ML19170A250), the NRC staff finds that the use of the Pilgrim DTF for spent fuel management and site restoration activities at Pilgrim will not adversely impact Holtec Pilgrim and HDIs ability to terminate the Pilgrim license (i.e., complete radiological decommissioning) as planned, consistent with the schedule and costs contained in the revised PSDAR.

Furthermore, withdrawals from the DTF for spent fuel management and site restoration are still constrained by the provisions of 10 CFR 50.82(a)(8)(i)(B) - (C) and are reviewable under the annual reporting requirements of 10 CFR 50.82(a)(8)(v) - (vii).

There are no new accident precursors created by using the DTF in the proposed manner. Thus, the probability of postulated accidents is not increased. Also, based on the above, the consequences of postulated accidents are not increased. No changes are being made in the types or amounts of effluents that may be released offsite. There is no significant increase in occupational or public radiation exposure. Therefore, the requested exemption will not present an undue risk to the public health and safety.

C. Consistent with the Common Defense and Security The requested exemption would allow Holtec Pilgrim and HDI to use funds from the Pilgrim DTF for spent fuel management and site restoration activities at Pilgrim. Spent fuel management under 10 CFR 50.54(bb) is an integral part of the planned decommissioning and 5

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USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 90 of 158 license termination process and will not adversely affect Holtec Pilgrim and HDIs ability to physically secure the site or protect special nuclear material. This change to enable the use of a portion of the funds from the DTF for spent fuel management and site restoration activities has no relation to security issues. Therefore, the common defense and security is not impacted by the requested exemption.

D. Special Circumstances Special circumstances, in accordance with 10 CFR 50.12(a)(2)(ii), are present whenever application of the regulation in the particular circumstances is not necessary to achieve the underlying purpose of the regulation.

The underlying purpose of 10 CFR 50.82(a)(8)(i)(A), which restricts withdrawals from DTFs to expenses for radiological decommissioning activities, is to provide reasonable assurance that adequate funds will be available for radiological decommissioning of power reactors and license termination. Strict application of this requirement would prohibit the withdrawal of funds from the Pilgrim DTF for spent fuel management and site restoration activities, until final radiological decommissioning at Pilgrim has been completed.

ENOIs March 28, 2019, annual report (ADAMS Accession No. ML19087A318) on the status of decommissioning funding for Pilgrim reports a DTF balance of approximately

$1.028 billion as of December 31, 2018, and approximately $1.043 billion as of February 28, 2019. The cash flow analysis in Table 1 of the November 16, 2018, application is based on a beginning DTF balance of $1.030 billion (following closure of the equity sale in 2019).1 HDI states that this beginning DTF balance reflects the fund value post-closure of the asset sale. Furthermore, the application states that the 2019 costs include estimated pre-closure and post-closure costs. In the NRC staffs analysis provided in its safety evaluation for 1 The terms of the Equity Purchase and Sales Agreement describes the after-tax market value of the DTF must be no less than $1.030 billion at time of transaction closing.

6 Add-059

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 91 of 158 the LTA, the staff used the opening DTF balance of $1.030 billion as the money available to cover radiological decommissioning, spent fuel management, and site restoration costs.

The analysis in the November 16, 2018 revised PSDAR, projects the total radiological decommissioning cost of Pilgrim to be approximately $593 million in 2018 dollars which is lower than the 10 CFR 50.75(c) minimum formula amount of approximately $633 million. The revised PSDAR estimated decommissioning costs are consistent with the estimated costs for radiological decommissioning, including ISFSI decommissioning costs, provided in the November 16, 2018 request for exemptions. However, the LTA and the exemption request did not provide any explanation for the difference in funding levels for radiological decommissioning costs between the site-specific DCE and the 10 CFR 50.75(c) minimum formula amount.

Therefore, the staff sought supplemental information from the Applicants in a request for additional information (RAI) dated July 26, 2019, (ADAMS Accession No. ML19207B366). The RAI requested, among other things, that the Applicants provide justification for using a radiological decommissioning cost estimate value that is less than the 10 CFR 50.75(c) minimum formula amount.

On July 29, 2019 (ADAMS Accession No. ML19210E470), HDI provided its justification, stating that the HDI site-specific DCE is a more reliable and precise estimate of decommissioning cost because it is based on Pilgrim-specific plant data and historical information, actual site conditions, regulatory requirements applicable to Pilgrim, and actual pricing information, as compared to the 10 CFR 50.75(c) minimum formula amount, which is based on generic inputs. Additionally, in both the November 16, 2018 application and the July 29, 2019 supplement, HDI states that its site-specific DCE was reviewed against the estimates of costs associated with license termination (radiological decommissioning) in NUREG/CR-6174, Revised Analyses of Decommissioning for the Reference Boiling Water Reactor Power Station (ADAMS Accession No. ML14008A186), benchmarked against nine comparable decommissioning projects, and compared with costs from similar activities at seven 7

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USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 92 of 158 boiling water reactors. Accordingly, as part of its review, the NRC staff compared the Pilgrim site-specific radiological decommissioning costs with the estimated activities of the four periods associated with the DECON decommissioning method as outlined in NUREG/CR-6174:

1) Pre-shutdown planning/engineering and regulatory reviews,

2) Plant deactivation and preparation for storage,

3) A period of plant safe storage with concurrent operations in the spent fuel pool until the pool inventory is zero, and

4) Decontamination and dismantlement of the radioactive portions of the plant, leading to license termination.

The NRC staff also compared the Pilgrim site-specific estimated radiological decommissioning costs of approximately $593 million with the site-specific costs of similar decommissioning projects.

Based on the review of the Pilgrim site-specific radiological decommissioning costs of approximately $593 million, as compared to NUREG/CR-6174, the staff concludes that HDIs method for developing the Pilgrim site-specific radiological decommissioning cost estimate is reasonable. Further, when compared to radiological decommissioning costs associated with similar decommissioning projects, the staff finds that the HDIs Pilgrim site-specific radiological decommissioning costs of approximately $593 million is reasonable.

As such, the staff used the value of approximately $593 million for radiological decommissioning costs when it conducted its independent cash flow analysis. As allowed by 10 CFR 50.75(e)(1)(ii), the staff began its cost analysis using a 2% real rate of return on annual balances. In its application dated November 16, 2018, HDI states they also used a 2% real rate of return. However, in Table 1 of the November 16, 2018, application, HDI noted that the Year Ending DTF Balance is after-taxes. Therefore, in its cost analysis, the staff found that Table 1 reflects an actual annual real rate of return of 1.42%. The staff notes that this is conservative to the 2% annual real rate of return allowed by 10 CFR 50.75(e)(1)(ii). To be consistent in 8

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USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 93 of 158 validating HDIs site-specific DCE, the staff used the more conservative 1.42% annual real rate of return. The staffs independent cash flow analysis is contained in Attachment 1 to the NRC staffs safety evaluation for the associated LTA.

As noted above, HDIs site-specific DCE relies on estimated radiological decommissioning costs of approximately $593 million, which is lower than the 10 CFR 50.75(c) minimum formula amount of approximately $633 million. In its RAI dated July 26, 2019, the staff requested a justification for this lower amount and, in case the Applicants failed to provide sufficient justification, the staff also requested that the Applicants provide a revised decommissioning cash flow analysis using the higher minimum formula amount of

$633,267,558. In Attachment 1 of the July 29, 2019, supplement, HDI provided the requested revised cash flow analysis. Although the staff completed a separate, independent cash flow analysis to validate this revised cash flow analysis, ultimately, as noted above, the staff determined that HDIs site-specific DCE, which uses $592,553,000 for the estimated site-specific radiological decommissioning costs for Pilgrim, is reasonable and sufficiently justified.

Based on its evaluation above and the cash flow analysis contained in Attachment 1 to the NRC staffs safety evaluation for the associated LTA, the staff finds that the funds in the DTF are expected to be available and sufficient to cover the estimated costs of approximately

$593 million for the radiological decommissioning of the facility (including the ISFSI). Therefore, the NRC staff finds that HDI has provided reasonable assurance that adequate funds will be available for the radiological decommissioning of Pilgrim, even with the disbursement of funds from the DTF for spent fuel management and site restoration activities. Consequently, the NRC staff concludes that application of the 10 CFR 50.82(a)(8)(i)(A) requirement that funds from the DTF only be used for radiological decommissioning activities and not for spent fuel management and site restoration activities is not necessary to achieve the underlying purpose of the rule; thus, special circumstances are present supporting approval of the exemption request.

9 Add-062

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 94 of 158 By granting the exemption to 10 CFR 50.82(a)(8)(i)(A), withdrawals from the DTF for spent fuel management and site restoration activities, consistent with the licensees submittal dated November 16, 2018, are authorized. As stated previously, the NRC staff has determined that there are sufficient funds in the DTF to complete radiological decommissioning activities as well as to conduct spent fuel management and site restoration activities consistent with the revised PSDAR, DCE, SFMP, and the November 16, 2018, exemption request. Pursuant to the requirements in 10 CFR 50.82(a)(8)(v) and (vii), licensees are required to monitor and annually report to the NRC the status of the DTF and the licensees funding for managing spent fuel.

These reports provide the NRC staff with awareness of, and the ability to take action on, any actual or potential funding deficiencies. Additionally, 10 CFR 50.82(a)(8)(vi) requires that the annual financial assurance status report must include additional financial assurance to cover the estimated cost of completion if the sum of the balance of any remaining decommissioning funds, plus earnings on such funds calculated at not greater than a 2% real rate of return, together with the amount provided by other financial assurance methods being relied upon, does not cover the estimated cost to complete the decommissioning. The requested exemption would not allow the withdrawal of funds from the DTF for any other purpose that is not currently authorized in the regulations without prior approval from the NRC.

Special circumstances, in accordance with 10 CFR 50.12(a)(2)(iii), are present whenever compliance would result in undue hardship or other costs that are significantly in excess of those contemplated when the regulation was adopted, or that are significantly in excess of those incurred by others similarly situated. HDI states that the DTF contains funds in excess of the estimated costs of radiological decommissioning and that these excess funds are needed for spent fuel management and site restoration activities. The NRC does not preclude the use of funds from the decommissioning trust in excess of those needed for radiological decommissioning for other purposes, such as spent fuel management or site restoration activities (see NRC Regulatory Issue Summary 2001-07, Rev. 1, 10 CFR 50.75 Reporting and 10 Add-063

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 95 of 158 Recordkeeping for Decommissioning Planning, dated January 8, 2009 (ADAMS Accession No. ML083440158), and Regulatory Guide 1.184, Revision 1, Decommissioning of Nuclear Power Reactors, dated October 2013 (ADAMS Accession No. ML13144A840)). Preventing access to those excess funds in the DTF because spent fuel management and site restoration activities are not associated with radiological decommissioning would create an unnecessary financial burden without any corresponding safety benefit. The adequacy of the DTF to cover the cost of activities associated with spent fuel management and site restoration, in addition to radiological decommissioning, is supported by the site-specific DCE. If the licensee cannot use its DTF for spent fuel management and site restoration activities, it would need to obtain additional funding that would not be recoverable from the DTF, or the licensee would have to modify its decommissioning approach and methods. The NRC staff concludes that either outcome would impose an unnecessary and undue burden significantly in excess of that contemplated when 10 CFR 50.82(a)(8)(i)(A) was adopted.

The underlying purposes of 10 CFR 50.82(a)(8)(i)(A) would be achieved by allowing Holtec Pilgrim and HDI to use a portion of the Pilgrim DTF for spent fuel management and site restoration activities, and compliance with the regulation would result in an undue hardship or other costs that are significantly in excess of those contemplated when the regulations were adopted. Thus, the special circumstances required by 10 CFR 50.12(a)(2)(ii) and 10 CFR 50.12(a)(2)(iii) exist and support the approval of the requested exemption.

E. Environmental Considerations In accordance with 10 CFR 51.31(a), the Commission has determined that the granting of the exemption will not have a significant effect on the quality of the human environment (see Environmental Assessment and Finding of No Significant Impact published in the Federal Register on August 20, 2019 (84 FR 43186).

11 Add-064

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 96 of 158 IV. Conclusions.

In consideration of the above, the NRC staff finds that the proposed exemption confirms the adequacy of funding in the Pilgrim DTF to complete radiological decommissioning of the site and to terminate the license and also to cover estimated spent fuel management and site restoration activities. The NRC staff also finds that there is reasonable assurance that adequate funds are available in the DTF to complete all activities associated with radiological decommissioning.

Accordingly, the Commission has determined that, pursuant to 10 CFR 50.12(a), the exemption is authorized by law, will not present an undue risk to the public health and safety, and is consistent with the common defense and security. Also, special circumstances are present. Therefore, the Commission hereby grants Holtec Pilgrim and HDI an exemption from 10 CFR 50.82(a)(8)(i)(A) to allow them to use of a portion of the funds from the Pilgrim DTF for spent fuel management and site restoration activities consistent with the revised PSDAR and site-specific DCE dated November 16, 2018.

These exemptions are effective upon the NRCs issuance of a conforming license amendment reflecting HDI and Holtec Pilgrim as the licensees for Pilgrim, following NRC approval of the license transfer application and the Applicants completion of the transaction.

Dated at Rockville, Maryland, this 22nd day of August, 2019.

For the Nuclear Regulatory Commission.

/RA/

Gregory F. Suber, Deputy Director, Division of Operating Reactor Licensing, Office of Nuclear Reactor Regulation.

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USCA Case #19-1198 43186 Document Federal Register / Vol. 84, #1823698 No. 161 / Tuesday, Filed:

August01/10/2020 Page 97 of 158 20, 2019 / Notices access to NASA Headquarters. Foreign X. Discussion Item Non-Core Private questions about NRC docket IDs in nationals attending this meeting will be Funds Regulations.gov to Jennifer Borges; required to provide a copy of their XI. Discussion Item Western Region telephone: 301-287-9127; email:

passport and visa in addition to Denver Office Lease Renewal Jennifer.Borges@nrc.gov. For technical providing the following information no XII. Discussion Item 40th Anniversary questions, contact the individual listed less than 10 days prior to the meeting: Event in the FOR FURTHER INFORMATION Full name; gender; date/place of birth; XIII. Management Program Background CONTACT section of this document.

citizenship; passport information and Updates

• NRCs Agencywide Documents (number, country, telephone); visa XIV. Adjournment Access and Management System information (number, type, expiration CONTACT PERSON FOR MORE INFORMATION: (ADAMS): You may obtain publicly-date); employer/affiliation information Rutledge Simmons, EVP & General available documents online in the (name of institution, address, country, Counsel/Secretary, (202) 760-4105; ADAMS Public Documents collection at telephone); title/position of attendee. To Rsimmons@nw.org. https://www.nrc.gov/reading-rm/

expedite admittance, attendees that are adams.html. To begin the search, select Rutledge Simmons, U.S. citizens and Permanent Residents Begin Web-based ADAMS Search. For (green card holders) are requested to EVP & General Counsel/Corporate Secretary. problems with ADAMS, please contact provide full name and citizenship status [FR Doc. 2019-18039 Filed 8-16-19; 4:15 pm] the NRCs Public Document Room (PDR) no less than 3 working days prior to the BILLING CODE 7570-02-P reference staff at 1-800-397-4209, 301-meeting. Information should be sent to 415-4737, or by email to pdr.resource@

Mr. Andrew Rowe, at andrew.rowe@ nrc.gov. For the convenience of the nasa.gov. NUCLEAR REGULATORY reader, instructions about obtaining COMMISSION materials referenced in this document Patricia Rausch,

[Docket No. 50-293; NRC-2019-0152]

are provided in the Availability of Advisory Committee Management Officer, Documents section.

National Aeronautics and Space Administration. Entergy Nuclear Operations Inc;

• NRCs PDR: You may examine and Pilgrim Nuclear Power Station purchase copies of public documents at

[FR Doc. 2019-17944 Filed 8-19-19; 8:45 am]

the NRCs PDR, Room O1-F21, One BILLING CODE 7510-13-P AGENCY: Nuclear Regulatory White Flint North, 11555 Rockville Commission. Pike, Rockville, Maryland 20852.

ACTION: Environmental assessment and FOR FURTHER INFORMATION CONTACT:

NEIGHBORHOOD REINVESTMENT finding of no significant impact; Scott P. Wall, Office of Nuclear Reactor CORPORATION issuance. Regulation, U.S. Nuclear Regulatory Sunshine Act Meetings; Regular Board Commission, Washington, DC 20555-

SUMMARY

The U.S. Nuclear Regulatory of Directors Meeting 0001; telephone: 301-415-2855; email:

Commission (NRC) is considering Scott.Wall@nrc.gov.

issuance of an exemption in response to TIME & DATE: 3:00 p.m., Wednesday, a November 16, 2018, request from SUPPLEMENTARY INFORMATION:

September 4, 2019. Entergy Nuclear Operations, Inc. (ENOI I. Introduction PLACE: NeighborWorks America or the licensee) on behalf of Entergy Gramlich Boardroom, 999 North Capitol Pursuant to section 50.12 of title 10 of Nuclear Generation Company (ENGC)

Street NE, Washington, DC 20002. the Code of Federal Regulations (10 (to be renamed Holtec Pilgrim, LLC) and STATUS: Open (with the exception of CFR), Specific exemptions, the NRC Holtec Decommissioning International, Executive Session). is considering issuance of an exemption LLC (HDI), related to Pilgrim Nuclear from 10 CFR 50.82(a)(8)(i)(A) for MATTERS TO BE CONSIDERED: The Power Station (Pilgrim), located in Renewed Facility Operating License No.

General Counsel of the Corporation has Plymouth County, Massachusetts. The DPR-35, issued to HDI for Pilgrim, certified that in his opinion, one or proposed action would permit Holtec located in Plymouth County, more of the exemptions set forth in 5 Pilgrim, LLC and HDI to use funds from Massachusetts. By letter dated U.S.C. 552 (b)(2) and (4) permit closure the Pilgrim decommissioning trust fund November 16, 2018 (ADAMS Accession of the following portion(s) of this (the Trust) for management of spent fuel No. ML18320A031), ENOI, on behalf of meeting: and site restoration activities. The staff itself, Entergy Nuclear Generation

• Report From CEO is issuing a final environmental Company (ENGC) (to be known as

• Board and Officer Elections assessment (EA) and a final finding of Holtec Pilgrim, LLC), Holtec no significant impact (FONSI)

Agenda International (Holtec), and HDI associated with the proposed I. Call to Order submitted a License Transfer exemption.

II. Approval of Minutes Application (LTA) requesting that the DATES: The EA and FONSI referenced in NRC consent to the proposed direct and III. Executive Session: Report from CEO IV. Action Item Recognition of Service this document are available on August indirect transfer of the Pilgrim Renewed for Senior Deputy Controller 20, 2019. Facility Operating License No. DPR-35 Grovetta Gardineer ADDRESSES: Please refer to Docket ID and the general license for the Pilgrim V. Action Item FY2020 Preliminary NRC-2019-0152 when contacting the ISFSI (collectively referred to as the Budget NRC about the availability of facility). Specifically, the Applicants VI. Action Item Investment Policy information regarding this document. requested that the NRC consent to the jbell on DSK3GLQ082PROD with NOTICES Update You may obtain publicly-available direct transfer of ENOIs currently VII. Action Item Lapse Plan Policy information related to this document licensed authority (licensed operator for VIII. Discussion Item Corporate Goals using any of the following methods: decommissioning) to HDI. In addition, for FY2020

• Federal Rulemaking Website: Go to the Applicants requested the indirect IX. Discussion Item FY2021 Budget https://www.regulations.gov and search transfer of control of ENGCs ownership Submission Process for Docket ID NRC-2019-0152. Address interests in the facility licenses to VerDate Sep<11>2014 20:49 Aug 19, 2019 Jkt 247001 PO 00000 Frm 00088 Add-066 Fmt 4703 Sfmt 4703 E:\FR\FM\20AUN1.SGM 20AUN1

USCA Case #19-1198 Document Federal Register / Vol. 84, #1823698 No. 161 / Tuesday, Filed:

August01/10/2020 Page 98 of 158 20, 2019 / Notices 43187 Holtec. In Enclosure 2 of the November management and site restoration assurance to cover the cost of 16, 2018, LTA, HDI requested an activities. completion. These annual reports exemption from 10 CFR HDI stated that Table 1 of the provide a means for the NRC to monitor 50.82(a)(8)(i)(A). The exemption would application dated November 16, 2018, the adequacy of available funding. The allow Holtec Pilgrim, LLC and HDI to demonstrates that the Trust contains the proposed exemption would allow use funds from the Trust for spent fuel amount needed to cover the estimated Holtec Pilgrim, LLC and HDI to use management and site restoration costs of radiological decommissioning, Trust funds to support spent fuel activities, in the same manner that as well as spent fuel management and management and site restoration funds from the Trust are used under 10 site restoration activities. The adequacy activities not associated with CFR 50.82(a)(8) for radiological of funds in the Trust to cover the costs radiological decontamination. The NRC decommissioning activities. This of activities associated with spent fuel staff has determined that there is exemption would only apply following management, site restoration, and reasonable assurance of adequate NRC approval of the LTA and closing of radiological decontamination through funding for radiological the underlying transaction. license termination is supported by the decommissioning based on the In accordance with 10 CFR 51.21, the revised Pilgrim Post-Shutdown remaining Trust funds dedicated for NRC has prepared an environmental Decommissioning Activities Report radiological decontamination.

assessment (EA) that analyzes the submitted by HDI in a letter dated Specifically, HDI has provided detailed, environmental effects of the proposed November 16, 2018 (ADAMS Accession site-specific, cost-estimates for action. Based on the results of this EA, No. ML18320A034), as supplemented radiological decommissioning that the and in accordance with 10 CFR 51.31(a), by letters dated January 9, 2019 and July NRC staff finds sufficiently demonstrate the NRC has determined not to prepare 29, 2019 (ADAMS Accession Nos. that the Trust funds dedicated to an environmental impact statement for ML19015A020 and ML19210E470, radiological decommissioning are the proposed licensing action and is respectively). HDI stated that it needs adequate. Thus, there is reasonable issuing a finding of no significant access to the funds in the Trust to assurance that there will be no impact (FONSI). support spent fuel management and site environmental effect due to lack of restoration activities not associated with adequate funding for decommissioning.

II. Environmental Assessment radiological decontamination. The proposed action will not Description of the Proposed Action In summary, by letter dated November significantly increase the probability or 16, 2018, HDI requested an exemption The proposed action would partially consequences of radiological accidents from NRC regulations to allow Trust exempt Holtec Pilgrim, LLC and HDI or change the types of effluents released withdrawals for spent fuel management from the requirements set forth in 10 offsite. In addition, there would be no and site restoration activities.

CFR 50.82(a)(8)(i)(A). Specifically, the significant increase in the amount of proposed action would allow Holtec Environmental Impacts of the Proposed any radiological effluent released offsite, Pilgrim, LLC and HDI to use funds from Action and no significant increase in the Trust for spent fuel management and The proposed action involves occupational or public radiation site restoration activities not associated regulatory requirements that are of a exposure. There would be no materials with radiological decommissioning financial or administrative nature and or chemicals introduced into the plant activities. that do not have an impact on the affecting the characteristics or types of The proposed action is also described environment. The NRC has completed effluents released offsite. In addition, in the licensees application dated its evaluation of the proposed action waste processing systems would not be November 16, 2018 (ADAMS Accession and concludes that there is reasonable affected by the proposed exemption.

No. ML18320A031). assurance that adequate funds are Therefore, there would be no significant available in the Trust to complete all radiological environmental impacts Need for the Proposed Action activities associated with radiological associated with the proposed action.

By letter dated November 10, 2015 decommissioning. There would be no Regarding potential nonradiological (ADAMS Accession No. ML15328A053), decrease in safety associated with the impacts, the proposed action would ENOI informed the NRC that it planned use of the Trust to fund activities have no direct impacts on land use or to permanently cease power operations associated with spent fuel management water resources, including terrestrial at Pilgrim no later than June 1, 2019. and site restoration. The NRC and aquatic biota, as it involves no new ENOI permanently ceased power regulations in 10 CFR 50.82(a)(8)(v) construction or modification of plant operations at Pilgrim on May 31, 2019. require licensees to submit a financial operational systems. There would be no ENOI permanently defueled Pilgrim on assurance status report annually changes to the quality or quantity of June 9, 2019. between the time of submitting their nonradiological effluents, and no As required by 10 CFR decommissioning cost estimate until changes to the plants National Pollutant 50.82(a)(8)(i)(A), decommissioning trust they submit their final radiation survey Discharge Elimination System permits funds may be used by Holtec Pilgrim, and demonstrate that residual would be needed. In addition, there LLC and HDI if the withdrawals are for radioactivity has been reduced to a level would be no noticeable effect on legitimate decommissioning activity that permits termination of the socioeconomic and environmental expenses, consistent with the definition operating license. Section 50.82(a)(8)(vi) justice conditions in the region, no air of decommissioning in 10 CFR 50.2. of 10 CFR requires that if the sum of the quality impacts, and no potential to This definition addresses radiological balance of any remaining affect historic properties. Therefore, decontamination and does not include decommissioning funds, plus expected there would be no significant jbell on DSK3GLQ082PROD with NOTICES activities associated with spent fuel rate of return, plus any other financial nonradiological environment impacts management or site restoration. surety mechanism relied upon by the associated with the proposed action.

Therefore, exemption from 10 CFR licensee, does not cover the estimated Accordingly, the NRC concludes that 50.82(a)(8)(i)(A) is needed to allow costs to complete the decommissioning, there would be no significant Holtec Pilgrim, LLC and HDI to use the financial assurance status report environmental impacts associated with funds from the Trust for spent fuel must include additional financial the proposed action.

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USCA Case #19-1198 43188 Document Federal Register / Vol. 84, #1823698 No. 161 / Tuesday, Filed:

August01/10/2020 Page 99 of 158 20, 2019 / Notices Environmental Impacts of the management and site restoration Nuclear Plants: Regarding Pilgrim Alternatives to the Proposed Action activities. Nuclear Power Station, Final Report, The NRC is considering issuing the January 2007 (NUREG-1437, As an alternative to the proposed requested exemption. The proposed Supplement 29, Volumes 1 and 2),

action, the NRC staff considered the action would not significantly affect which provides the latest environmental denial of the proposed action (i.e., the plant safety, would not have a review of current operations and no-action alternative). Denial of the significant adverse effect on the description of environmental conditions exemption request would result in no probability of an accident occurring, at Pilgrim.

change in current environmental and would not have any significant The finding and other related impacts. The environmental impacts of radiological or nonradiological impacts. environmental documents may be the proposed action and the alternative The reason the human environment examined, and/or copied for a fee, at the action would be similar. would not be significantly affected is NRCs Public Document Room (PDR),

Alternative Use of Resources that the proposed action involves an located at One White Flint North, 11555 exemption from requirements that are of Rockville Pike, Rockville, Maryland There are no unresolved conflicts a financial or administrative nature that 20852. Publicly-available records are concerning alternative uses of available do not have an impact on the human accessible electronically from ADAMS resources under the proposed action. environment. Consistent with 10 CFR Public Electronic Reading Room on the Agencies or Persons Consulted 51.21, the NRC conducted the EA for the internet at the NRCs website: https://

proposed action, and this FONSI www.nrc.gov/reading-rm/adams.html.

No additional agencies or persons incorporates by reference the EA Persons who do not have access to were consulted regarding the included in Section II of this document. ADAMS or who encounter problems in environmental impact of the proposed Therefore, the NRC concludes that the accessing the documents located in action. On August 14, 2019, the NRC proposed action will not have a ADAMS should contact the NRCs PDR notified the Commonwealth of significant effect on the quality of the Reference staff by telephone at 1-800-Massachusetts representative of the EA human environment. Accordingly, the 397-4209 or 301-415-4737, or by email and FONSI. NRC has determined there is no need to to pdr.resource@nrc.gov.

III. Finding of No Significant Impact prepare an environmental impact IV. Availability of Documents statement for the proposed action.

The requested exemption from 10 As required by 10 CFR 51.32(a)(5), the The documents identified in the CFR 50.82(a)(8)(i)(A) would allow related environmental document is the following table are available to Holtec Pilgrim, LLC and HDI to use Generic Environmental Impact interested persons through one or more funds from the Trust for spent fuel Statement for License Renewal of of the following methods, as indicated.

ADAMS Date Title Accession No.

6/10/2019 ........................ Letter from Entergy to NRC titled Certifications of Permanent Cessation of Power Operations and ML19161A033 Permanent Removal of Fuel from the Reactor Vessel.

11/16/2018 ...................... Letter from Entergy to NRC titled Application for Order Consenting to Direct and Indirect Transfers ML18320A031 of Control of Licenses and Approving Conforming License Amendment; and Request for Exemp-tion from 10 CFR 50.82(a)(8)(i)(A).

11/16/2018 ...................... Letter from HDI to NRC titled Notification of Revised Post-Shutdown Decommissioning Activities ML18320A040 Report and Revised Site-Specific Decommissioning Cost Estimate for Pilgrim Nuclear Power Sta-tion.

11/10/2015 ...................... Letter from Entergy to NRC titled Notification of Permanent Cessation of Power Operations .......... ML15328A053 7/2007 ............................. NUREG-1437, Supplement 29, Generic Environmental Impact Statement for License Renewal of ML071990020; Nuclear Plants: Regarding Pilgrim Nuclear Power Station, Volumes 1 and 2. ML071990027 Dated at Rockville, Maryland, this 15th day NUCLEAR REGULATORY 1. The proposed amendment would of August, 2019. COMMISSION have revised Technical Specification For the Nuclear Regulatory Commission. 6.8.5 Reactor Building Leakage Rate

[Docket No. 50-289; NRC-2019-0079]

Scott P. Wall, Testing Program, to allow for a one-Senior Project Manager, Plant Licensing Exelon Generation Company LLC; cycle extension to the 10-year frequency Branch III, Division of Operating Reactor Three Mile Island Nuclear Station Unit of the containment leakage rate test (i.e.,

Licensing, Office of Nuclear Reactor 1 Integrated Leakage Rate Test (ILRT) or Regulation. Type A test).

AGENCY: Nuclear Regulatory DATES: The withdrawal of the proposed

[FR Doc. 2019-17888 Filed 8-19-19; 8:45 am]

Commission. amendment takes effect on August 20, BILLING CODE 7590-01-P ACTION: License amendment application; 2019.

withdrawal by applicant.

ADDRESSES: Please refer to Docket ID

SUMMARY

The U.S. Nuclear Regulatory NRC-2019-0079 when contacting the Commission (NRC) has granted the NRC about the availability of jbell on DSK3GLQ082PROD with NOTICES request of Exelon Generation Company, information regarding this document.

LLC to withdraw its application dated You may obtain publicly-available December 14, 2018, for a proposed information related to this document amendment to Renewed Facility using any of the following methods:

Operating License No. DPR-50 for the

• Federal Rulemaking website: Go to Three Mile Island Nuclear Station, Unit https://www.regulations.gov and search VerDate Sep<11>2014 20:49 Aug 19, 2019 Jkt 247001 PO 00000 Frm 00090 Add-068 Fmt 4703 Sfmt 4703 E:\FR\FM\20AUN1.SGM 20AUN1

USCA Case #19-1198 45176 Document Federal Register / Vol. 84, #1823698 Filed:

No. 167 / Wednesday, 01/10/2020 August Page 100 of 158 28, 2019 / Notices three calendar years in order to verify administrative purposes to reflect the NUCLEAR REGULATORY royalty payments. SoundExchange must direct transfer of the license from ENOI COMMISSION first file with the Judges a notice of to HDI and the planned name change for [Docket Nos. 50-293 and 72-1044; NRC-intent to audit a licensee and deliver the ENGC, from ENGC to Holtec Pilgrim, 2018-0279]

notice to the licensee. See, e.g., 37 CFR LLC (Holtec Pilgrim).

380.6(c). In the Matter of Entergy Nuclear DATES: The Order was issued on August On July 29, 2019, SoundExchange Generation Company and Entergy 22, 2019, and is effective for one year.

filed with the Judges a notice of intent Nuclear Operations, Inc. Pilgrim to audit Sirius XM Radio Inc.s ADDRESSES: Please refer to Docket ID Nuclear Power Station Commercial Webcaster service, NRC-2018-0279 when contacting the NRC about the availability of ORDER APPROVING DIRECT AND Preexisting Satellite Digital Audio Radio INDIRECT TRANSFER OF LICENSE Service, New Subscription Service, and information regarding this document.

You may obtain publicly-available AND CONFORMING AMENDMENT Business Establishment Service for transmissions terminating in the United information related to this document I.

States for the year 2018.1 The Judges using any of the following methods: Entergy Nuclear Operations, Inc.

must publish notice in the Federal

• Federal Rulemaking Website: Go to (ENOI) and Entergy Nuclear Generation Register within 30 days of receipt of a https://www.regulations.gov and search Company (ENGC) are the holders of notice announcing the Collectives for Docket ID NRC-2018-0279. Address Renewed Facility Operating License No.

intent to conduct an audit. See id. questions about NRC docket IDs in DPR-35, for the Pilgrim Nuclear Power Todays notice fulfills this requirement Regulations.gov to Jennifer Borges; Station (Pilgrim), and the general with respect to SoundExchanges notice telephone: 301-287-9127; email: license for the Pilgrim Independent of intent to audit filed July 29, 2019. Jennifer.Borges@nrc.gov. For technical Spent Fuel Storage Installation (ISFSI).

questions, contact the individual listed Pilgrim permanently ceased operations Dated: August 23, 2019.

in the FOR FURTHER INFORMATION on May 31, 2019. Pursuant to Sections Jesse M. Feder, CONTACT section of this document. 50.82(a)(1)(i) and (a)(1)(ii) of Title 10 of Chief Copyright Royalty Judge.

• NRCs Agencywide Documents the Code of Federal Regulations (10

[FR Doc. 2019-18549 Filed 8-27-19; 8:45 am] Access and Management System CFR), by letter dated June 10, 2019 BILLING CODE 1410-72-P (ADAMS): You may obtain publicly (Agencywide Documents Access and available documents online in the Management System (ADAMS)

ADAMS Public Documents collection at Accession No. ML19161A033), ENOI NUCLEAR REGULATORY https://www.nrc.gov/reading-rm/ certified to the U.S. Nuclear Regulatory COMMISSION adams.html. To begin the search, select Commission (NRC) that it had

[Docket Nos. 50-293 and 72-1044; NRC- Begin Web-based ADAMS Search. For permanently ceased operations at 2018-0279] problems with ADAMS, please contact Pilgrim and that all fuel had been the NRCs Public Document Room (PDR) permanently removed from the reactor.

In the Matter of Entergy Nuclear reference staff at 1-800-397-4209, 301- Therefore, pursuant to 10 CFR Generation Company, Entergy Nuclear 415-4737, or by email to pdr.resource@ 50.82(a)(2), operations at Pilgrim are no Operations, Inc., Holtec Pilgrim, LLC, nrc.gov. The license transfer Order, the longer authorized under the license Holtec Decommissioning International, NRC safety evaluation supporting the issued under 10 CFR part 50, Domestic LLC, and Pilgrim Nuclear Power staffs findings, and the conforming Licensing of Production and Utilization Station license amendment are available in Facilities, and ENOI and ENGC are ADAMS Package Accession No. licensed to possess, but not use or AGENCY: Nuclear Regulatory ML19170A147. operate, Pilgrim under Renewed Facility Commission.

• NRCs PDR: You may examine and Operating License No. DPR-35, subject ACTION: Direct and indirect transfer of to the conditions specified therein. The purchase copies of public documents at license; order. the NRCs PDR, Room O1-F21, One Pilgrim site is located in the town of

SUMMARY

The U.S. Nuclear Regulatory White Flint North, 11555 Rockville Plymouth, Massachusetts, in Plymouth Commission (NRC) is issuing an Order Pike, Rockville, Maryland 20852. County on Cape Cod Bay.

approving the direct transfer of FOR FURTHER INFORMATION CONTACT: II.

Renewed Facility Operating License No. Scott P. Wall, Office of Nuclear Reactor By letter dated November 16, 2018 DPR-35 for the Pilgrim Nuclear Power Regulation, U.S. Nuclear Regulatory (ADAMS Accession No. ML18320A031),

Station (Pilgrim), and its general license Commission, Washington, DC 20555-and as supplemented by letters dated for the Pilgrim Independent Spent Fuel 0001; telephone: 301-415-2855, email:

November 16, 2018, April 17, 2019, and Storage Installation, from the currently Scott.Wall@nrc.gov.

July 29, 2019 (ADAMS Accession Nos.

licensed operator, Entergy Nuclear SUPPLEMENTARY INFORMATION: The text of ML18320A040, ML19109A177, and Operations, Inc. (ENOI), to Holtec the Order is attached. ML19210E470, respectively), ENOI, on Decommissioning International, LLC behalf of itself and ENGC (to be known Dated at Rockville, Maryland, this 22nd (HDI). This Order also approves the day of August, 2019. as Holtec Pilgrim, LLC), Holtec indirect transfer of control of Entergy International (Holtec), and Holtec For the Nuclear Regulatory Commission.

Nuclear Generation Companys (ENGC) Decommissioning International, LLC ownership interests in the facility to Scott P. Wall, Senior Project Manager, Plant Licensing (HDI) (together, the Applicants),

Holtec International (Holtec). The NRC requested that the NRC consent to the Branch III, Division of Operator Reactor jbell on DSK3GLQ082PROD with NOTICES is also issuing a conforming amendment proposed direct and indirect transfer of Licensing, Office of Nuclear Reactor for the facility operating license for Regulation. the Pilgrim Renewed Facility Operating License No. DPR-35 and the general 1 The notice does not include an intent to audit Attachment license for the Pilgrim ISFSI statutory license payments made by Pandora Media, LLC or its predecessor company, Pandora Media, Order Approving the Direct and Indirect (collectively referred to as the facility).

Inc. Transfer of Licenses. Specifically, the Applicants requested VerDate Sep<11>2014 20:14 Aug 27, 2019 Jkt 247001 PO 00000 Frm 00057 Add-069 Fmt 4703 Sfmt 4703 E:\FR\FM\28AUN1.SGM 28AUN1

USCA Case #19-1198 Document Federal Register / Vol. 84, #1823698 Filed:

No. 167 / Wednesday, 01/10/2020 August Page 101 of 158 28, 2019 / Notices 45177 that the NRC consent to the direct handling, storing, controlling, and or any right thereunder, shall be transfer of ENOIs currently licensed protecting the spent fuel), transferred, either voluntarily or authority (licensed operator for decommissioning and decontaminating involuntarily, directly or indirectly, decommissioning) to HDI. In addition, the facility, and maintaining the ISFSI through transfer of control of the license the Applicants requested the indirect until it can be decommissioned, each in to any person, unless the Commission transfer of control of ENGCs ownership accordance with the license and NRC gives its consent in writing. Upon interests in the facility licenses to regulations. review of the information in the Holtec. The Applicants also requested The NRC published the notice of NRC application and other information that the NRC approve a conforming consideration of the license transfer before the Commission, and relying administrative amendment to the application in the Federal Register (FR) upon the representations and facility licenses to reflect the proposed on January 31, 2019 (84 FR 816), and agreements contained in the direct transfer of the license from ENOI included an opportunity to comment, application, the NRC staff has to HDI, as well as a planned name request a hearing, and petition for leave determined that Holtec Pilgrim and HDI change from ENGC to Holtec Pilgrim. to intervene. On February 20, 2019 are qualified to be the holders of the The Applicants submitted these direct (ADAMS Accession No. ML19051A114), licenses, and that the direct and indirect and indirect transfer requests to the the Commonwealth of Massachusetts transfer of the licenses, as described in NRC for approval under Section 184, filed a request for a hearing and petition the application, is otherwise consistent Inalienability of Licenses, of the for leave to intervene, submitting two with the applicable provisions of law, Atomic Energy Act of 1954, as amended contentions challenging the proposed regulations, and orders issued by the (AEA); 10 CFR 50.80, Transfer of license transfer. On February 20, 2019 Commission pursuant thereto, subject to Licenses; 10 CFR 72.50, Transfer of (ADAMS Accession No. ML19051A019), the condition set forth below.

Licenses; and 10 CFR 50.90, Pilgrim Watch also filed a request for a Upon review of the application for a Application for Amendment of hearing and petition for leave to conforming amendment to the Pilgrim License, Construction Permit, or Early intervene with two contentions license to reflect the direct and indirect Site Permit. challenging the proposed license transfer of the Pilgrim licenses, the NRC transfer. On April 24, 2019 (ADAMS staff determined the following:

ENOI and ENGC intend to transfer the Accession No. ML19114A519), the (1) The application for the proposed licensed possession, maintenance, and Commonwealth of Massachusetts filed a license amendment complies with the decommissioning authorities to HDI to motion to supplement its motion to standards and requirements of the implement expedited decommissioning intervene and request for hearing with Atomic Energy Act of 1954, as amended, at Pilgrim. Following approval and new information. On April 26, 2019 and the Commissions rules and implementation of the proposed direct (ADAMS Accession No. ML19116A162) regulations set forth in 10 CFR Chapter transfer of control of the license, HDI and May 9, 2019 (ADAMS Accession I, Nuclear Regulatory Commission.

would assume licensed responsibility No. ML19129A473), Pilgrim Watch filed (2) There is reasonable assurance that for Pilgrim through the direct transfer of motions to supplement its motion to the activities authorized by the ENOIs responsibility for licensed intervene and request for hearing with proposed license amendment can be activities at Pilgrim to HDI. If the new information. On July 16, 2019 conducted without endangering public proposed indirect transfer of control is (ADAMS Accession No. ML19197A330), health and safety and that such approved, ENGC would change its name Pilgrim Watch submitted a motion to activities will be conducted in to Holtec Pilgrim, LLC (Holtec Pilgrim), file a new contention. On August 1, compliance with the Commissions but the same legal entity would 2019 (ADAMS Accession No. regulations.

continue to exist before and after the ML19213A313), the Commonwealth of (3) The issuance of the proposed proposed transfer. Holtec Pilgrim would Massachusetts filed a motion to stay the license amendment will not be inimical also enter into an operating agreement license transfer proceeding for 90 days to the common defense and security or with HDI, which provides for HDI to act to permit the completion of settlement to public health and safety.

as Holtec Pilgrims agent and for HDI to negotiations. These requests are (4) The issuance of the proposed pay Holtec Pilgrims costs of operation, currently pending before the license amendment is in accordance including all decommissioning costs. Commission. The NRC also received with 10 CFR part 51, Environmental Holtec Pilgrim would own the Pilgrim public comments on this application for Protection Regulations for Domestic facility as well as its associated assets license transfer, which are summarized Licensing and Related Regulatory and real estate, including its nuclear in the safety evaluation for this license Functions, of the Commissions decommissioning trust fund, title to transfer request. regulations, and all applicable spent nuclear fuel, and rights pursuant The NRC staff notes, in Enclosure 2 of requirements have been satisfied.

to the terms of its Standard Contract for the application dated November 16, The findings set forth above are Disposal of Spent Nuclear Fuel and/or 2018, in support of the license transfer supported by an NRC safety evaluation High-Level Radioactive Waste with the request, that the Applicants submitted a dated August 22, 2019, which is U.S. Department of Energy. Upon the request for an exemption to 10 CFR available at ADAMS Accession No.

proposed license transfer, HDI would 50.82(a)(8)(i)(A) to allow Holtec Pilgrim ML19170A250.

assume responsibility for compliance and HDI to make withdrawals from the with the current licensing basis, Pilgrim decommissioning trust fund for III.

including regulatory commitments that spent fuel management and site Accordingly, pursuant to Sections exist at the closing of the transaction restoration activities. The staff approved 161b, 161i, 161o, and 184 of the Atomic between the Applicants, and would the exemption request on August 22, Energy Act of 1954, as amended; 42 jbell on DSK3GLQ082PROD with NOTICES implement any changes under 2019 (ADAMS Accession No. U.S.C. Sections 2201(b), 2201(i),

applicable regulatory requirements and ML19192A083). The NRC is issuing the 2201(o), and 2234; and 10 CFR 50.80, 10 practices. HDIs licensed activities will exemption to Holtec Pilgrim and HDI CFR 72.50, and 10 CFR 50.90, IT IS involve possessing and disposing of simultaneously with this Order. HEREBY ORDERED that the application radioactive material, maintaining the Pursuant to 10 CFR 50.80, no license for the direct and indirect transfer of the facility in a safe condition (including for a production or utilization facility, licenses, as described herein, is VerDate Sep<11>2014 20:14 Aug 27, 2019 Jkt 247001 PO 00000 Frm 00058 Add-070 Fmt 4703 Sfmt 4703 E:\FR\FM\28AUN1.SGM 28AUN1

USCA Case #19-1198 45178 Document Federal Register / Vol. 84, #1823698 Filed:

No. 167 / Wednesday, 01/10/2020 August Page 102 of 158 28, 2019 / Notices approved for Pilgrim and the ISFSI, reading-rm/adams.html. Persons who schedule for Commission meetings is subject to the following conditions: encounter problems with ADAMS subject to change on short notice.

(1) Prior to the closing of the license should contact the NRCs Public The NRC Commission Meeting transfer, Holtec Pilgrim and HDI shall Document Room reference staff by Schedule can be found on the internet provide the Directors of NRCs Office of telephone at 1-800-397-4209 or at: http://www.nrc.gov/public-involve/

Nuclear Material Safety and Safeguards 301-415-4737 or by e-mail to public-meetings/schedule.html.

(NMSS) and Office of Nuclear Reactor pdr.resource@nrc.gov. The NRC provides reasonable Regulation (NRR) satisfactory Dated at Rockville, Maryland this 22nd day accommodation to individuals with documentary evidence that they have of August, 2019. disabilities where appropriate. If you obtained the appropriate amount of FOR THE NUCLEAR REGULATORY need a reasonable accommodation to insurance required of a licensee under COMMISSION participate in these public meetings or 10 CFR 140.11(a)(4) and 10 CFR Ho K. Nieh, need this meeting notice or the 50.54(w) of the Commissions Director, Office of Nuclear Reactor transcript or other information from the regulations. Regulation. public meetings in another format (e.g.,

(2) The NRC staffs approval of this braille, large print), please notify

[FR Doc. 2019-18506 Filed 8-27-19; 8:45 am]

license transfer is subject to the Kimberly Meyer-Chambers, NRC BILLING CODE 7590-01-P Commissions authority to rescind, Disability Program Manager, at 301-modify, or condition the approved 287-0739, by videophone at 240-428-transfer based on the outcome of any 3217, or by email at Kimberly.Meyer-NUCLEAR REGULATORY post-effectiveness hearing on the license Chambers@nrc.gov. Determinations on COMMISSION transfer application. For example, if the requests for reasonable accommodation Commission overturns the NRC staffs [NRC-2019-0001] will be made on a case-by-case basis.

approval of this license transfer, this Members of the public may request to Order and any conforming amendments Sunshine Act Meetings receive this information electronically.

reflecting this transfer, will be If you would like to be added to the TIME AND DATE: Weeks of August 26, rescinded, and the Applicants must distribution, please contact the Nuclear September 2, 9, 16, 23, 30, 2019.

return the plant ownership to the status Regulatory Commission, Office of the quo ante and revert to the conditions PLACE: Commissioners Conference Room, 11555 Rockville Pike, Rockville, Secretary, Washington, DC 20555 (301-existing before the transfer. 415-1969), or by email at IT IS FURTHER ORDERED that, Maryland.

Wendy.Moore@nrc.gov or Tyesha.Bush@

consistent with 10 CFR 2.1315(b), the STATUS: Public and Closed.

nrc.gov.

license amendment that makes changes, MATTERS TO BE CONSIDERED: The NRC is holding the meetings as indicated in Enclosure 2 to the cover Week of August 26, 2019 under the authority of the Government letter forwarding this Order, to conform in the Sunshine Act, 5 U.S.C. 552b.

the license to reflect the subject direct There are no meetings scheduled for and indirect license transfer, is the week of August 26, 2019. Dated at Rockville, Maryland, this 26th day approved. The amendment shall be of August, 2019.

Week of September 2, 2019Tentative For the Nuclear Regulatory Commission.

issued and made effective within 30 days of the date when the proposed There are no meetings scheduled for Denise L. McGovern, direct and indirect license transfer the week of September 2, 2019. Policy Coordinator, Office of the Secretary.

action is completed. Week of September 9, 2019Tentative [FR Doc. 2019-18702 Filed 8-26-19; 4:15 pm]

IT IS FURTHER ORDERED that Holtec BILLING CODE 7590-01-P Pilgrim and HDI shall, at least 2 Monday, September 9, 2019 business days prior to closing, inform 10:00 a.m. NRC All Employees Meeting the Directors of NMSS and NRR in (Public Meeting), Marriott Bethesda NUCLEAR REGULATORY writing of the date of closing of the North Hotel, 5701 Marinelli Road, COMMISSION license transfer for Pilgrim and the Rockville, MD 20852 [Docket No. 50-293; NRC-2019-0152]

ISFSI. Should the transfer of the license not be completed within 1 year of this Tuesday, September 10, 2019 Entergy Nuclear Operations, Inc.;

Orders date of issuance, this Order 10:00 a.m. Briefing on NRC Pilgrim Nuclear Power Station shall become null and void; provided, International Activities (Closed however, that upon written application Ex. 1 & 9) AGENCY: Nuclear Regulatory and for good cause shown, such date Commission.

may be extended by order. Week of September 16, 2019Tentative ACTION: Exemption; issuance.

This Order is effective upon issuance. There are no meetings scheduled for For further details with respect to this the week of September 16, 2019.

SUMMARY

The U.S. Nuclear Regulatory Order, see the initial application dated Commission (NRC) is issuing an November 16, 2018, as supplemented by Week of September 23, 2019Tentative exemption in response to a November letters dated November 16, 2018, April There are no meetings scheduled for 16, 2018, request from Entergy Nuclear 17, and July 29, 2019, and the associated the week of September 23, 2019. Operations, Inc. (ENOI), on behalf of NRC safety evaluation dated August 22, Entergy Nuclear Generation Company Week of September 30, 2019Tentative 2019, which are available for public (to be renamed Holtec Pilgrim, LLC) and inspection at the Commissions Public There are no meetings scheduled for Holtec Decommissioning International, jbell on DSK3GLQ082PROD with NOTICES Document Room, located at One White the week of September 30, 2019. LLC (HDI). The exemption permits Flint North, 11555 Rockville Pike (first CONTACT PERSON FOR MORE INFORMATION: Holtec Pilgrim, LLC and HDI to use floor), Rockville, Maryland. Publicly For more information or to verify the funds from the Pilgrim available documents are accessible status of meetings, contact Denise decommissioning trust fund for electronically through ADAMS in the McGovern at 301-415-0681 or via email management of spent fuel and site NRC Library at http://www.nrc.gov/ at Denise.McGovern@nrc.gov. The restoration activities. By Order dated VerDate Sep<11>2014 20:14 Aug 27, 2019 Jkt 247001 PO 00000 Frm 00059 Add-071 Fmt 4703 Sfmt 4703 E:\FR\FM\28AUN1.SGM 28AUN1

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No. 167 / Wednesday, 01/10/2020 August Page 103 of 158 28, 2019 / Notices 45179 August 22, 2019, the NRC approved the For the Nuclear Regulatory Commission. Estimate for Pilgrim Nuclear Power Station request for the direct transfer of ENOIs Scott P. Wall, (revised PSDAR), to notify the NRC of operating authority to HDI and the Senior Project Manager, Plant Licensing changes to accelerate the schedule for the indirect transfer of control of the Branch III, Division of Operating Reactor prompt decommissioning (i.e., the DECON Licensing, Office of Nuclear Reactor method for decommissioning) of Pilgrim and Renewed Facility Operating License No. unrestricted release of all portions of the site DPR-35 for Pilgrim, as well as the Regulation.

(excluding the ISFSI) within 8 years after the general license for the Pilgrim AttachmentExemption license transfer.

Independent Spent Fuel Storage Under the proposed transfers, Holtec NUCLEAR REGULATORY COMMISSION Installation, to Holtec International. Pilgrim will own the Pilgrim nuclear facility This exemption is being issued Docket No. 50-293 and will have responsibility for Pilgrim as its simultaneously with the license transfer licensed owner. Holtec Pilgrim will enter Holtec Decommissioning International, LLC into an agreement for decommissioning Order and will be effective upon the NRCs issuance of a conforming license Pilgrim Nuclear Power Station services with HDI, with HDI acting as Holtec amendment reflecting Holtec Pilgrim, Pilgrims agent and with Holtec Pilgrim Exemption paying for all HDI expenses related to LLC and HDI as the licensees for decommissioning, spent fuel management, I. Background Pilgrim, following consummation of the and site restoration. Accordingly, HDI will license transfer transaction. By letter dated November 10, 2015 become the licensed operator for (Agencywide Documents Access and DATES: The exemption was issued on decommissioning.

Management System (ADAMS) Accession August 22, 2019. No. ML15328A053), Entergy Nuclear II. Request/Action ADDRESSES: Please refer to Docket ID Operations, Inc. (ENOI), submitted a The requested exemption from 10 CFR NRC-2019-0152 when contacting the notification to the U.S. Nuclear Regulatory 50.82(a)(8)(i)(A) would permit Holtec Pilgrim NRC about the availability of Commission (NRC) indicating that it would and HDI to use funds from the Pilgrim information regarding this document. permanently shut down Pilgrim Nuclear Decommissioning Trust Fund (DTF) for spent You may obtain publicly-available Power Station (Pilgrim) no later than June 1, fuel management and site restoration 2019. By letter dated June 10, 2019 (ADAMS information related to this document Accession No. ML19161A033), ENOI activities in accordance with HDIs site-using any of the following methods: submitted to the NRC a certification in specific DCE for Pilgrim. HDI submitted a

• Federal Rulemaking Website: Go to accordance with § 50.82(a)(1) of Title 10 of revised site-specific DCE for Pilgrim by letter https://www.regulations.gov and search the Code of Federal Regulations (10 CFR), dated November 16, 2018, as part of the for Docket ID NRC-2019-0152. Address stating that Pilgrim permanently ceased revised PSDAR. A similar exemption request questions about NRC docket IDs in power operations on May 31, 2019, and that from Entergy was approved by the NRC for as of June 9, 2019, all fuel had been Pilgrim by letter dated July 22, 2019 (ADAMS Regulations.gov to Jennifer Borges; Accession No. ML19162A334).

telephone: 301-287-9127; email: permanently removed from the Pilgrim reactor vessel and placed in the spent fuel The 10 CFR 50.82(a)(8)(i)(A) requirement Jennifer.Borges@nrc.gov. For technical restricts the use of DTF withdrawals to pool. Accordingly, pursuant to 10 CFR questions, contact the individual listed 50.82(a)(2), the Pilgrim renewed facility expenses for legitimate decommissioning in the FOR FURTHER INFORMATION operating license no longer authorizes activities consistent with the definition of CONTACT section of this document. operation of the reactor or emplacement or decommissioning that appears in 10 CFR

• NRCs Agencywide Documents retention of fuel in the reactor vessel. By 50.2. The definition of decommission in 10 Access and Management System letter dated November 16, 2018 (ADAMS CFR 50.2 reads as follows:

(ADAMS): You may obtain publicly- Accession No. ML18320A036), ENOI To remove a facility or site safely from available documents online in the submitted the updated Pilgrim spent fuel service and reduce residual radioactivity to a ADAMS Public Documents collection at management plan (SFMP) pursuant to 10 level that permits https://www.nrc.gov/reading-rm/ CFR 50.54(bb) and preliminary (1) Release of the property for unrestricted decommissioning cost estimate (DCE). By use and termination of the license; or adams.html. To begin the search, select letter dated November 16, 2018 (ADAMS (2) Release of the property under restricted Begin Web-based ADAMS Search. For Accession No. ML18320A034), as conditions and termination of the license.

problems with ADAMS, please contact supplemented by letter dated January 9, 2019 the NRCs Public Document Room (PDR) (ADAMS Accession No. ML19015A020) and This definition does not include activities reference staff at 1-800-397-4209, 301- letter dated July 29, 2019 (ADAMS Accession associated with spent fuel management or No. ML19210E470), ENOI submitted a post- site restoration activities. Therefore, an 415-4737, or by email to pdr.resource@

shutdown decommissioning activities report exemption from 10 CFR 50.82(a)(8)(i)(A) is nrc.gov. The ADAMS accession number needed to allow Holtec Pilgrim and HDI to for each document referenced (if it is (PSDAR) and the site-specific DCE for Pilgrim. use funds from the DTF for spent fuel available in ADAMS) is provided the By letter dated November 16, 2018 management and site restoration activities.

first time that it is mentioned in this (ADAMS Accession No. ML18320A031), Similar to 10 CFR 50.82(a)(8)(i)(A),

document. ENOI, on behalf of itself and Entergy Nuclear provisions of 10 CFR 50.75(h)(1)(iv) and

• NRCs PDR: You may examine and Generation Company (ENGC) (to be known as (h)(2) dictate that with certain exceptions, purchase copies of public documents at Holtec Pilgrim, LLC (Holtec Pilgrim)), Holtec disbursements from nuclear the NRCs PDR, Room O1-F21, One International (Holtec), and Holtec decommissioning trusts are restricted to White Flint North, 11555 Rockville Decommissioning International (HDI) decommissioning expenses. However, in submitted a license transfer application accordance with 10 CFR 50.75(h)(5), these Pike, Rockville, Maryland 20852.

(LTA) requesting that the NRC consent to the provisions do not apply to any licensee that FOR FURTHER INFORMATION CONTACT: direct transfer of ENOIs operating authority as of December 24, 2003, has existing license Scott P. Wall, Office of Nuclear Reactor to HDI and the indirect transfer of control of conditions relating to decommissioning trust Regulation; U.S. Nuclear Regulatory the Pilgrim Renewed Facility Operating agreements, so long as the licensee does not Commission, Washington, DC 20555- License and the General License for the elect to amend those license conditions. The jbell on DSK3GLQ082PROD with NOTICES 0001; telephone: 301-415-2855; email: Pilgrim Independent Spent Fuel Storage operating license for Pilgrim included Scott.Wall@nrc.gov. Installation (ISFSI) to Holtec. By letter dated existing license conditions relating to November 16, 2018 (ADAMS Accession No. decommissioning trust agreements on SUPPLEMENTARY INFORMATION: The text of ML18320A040), HDI submitted a December 24, 2003, and as such, Pilgrim is the exemption is attached. Notification of Revised Post-Shutdown exempt from the provisions of sections (h)(1)

Dated at Rockville, Maryland, this 22nd Decommissioning Activities Report and through (h)(3) of 10 CFR 50.75, pursuant to day of August, 2019. Revised Site-Specific Decommissioning Cost the terms of 10 CFR 50.75(h)(5).

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USCA Case #19-1198 45180 Document Federal Register / Vol. 84, #1823698 Filed:

No. 167 / Wednesday, 01/10/2020 August Page 104 of 158 28, 2019 / Notices III. Discussion restoration are still constrained by the the staff used the opening DTF balance of Pursuant to 10 CFR 50.12, the Commission provisions of 10 CFR 50.82(a)(8)(i)(B)-(C) and $1.030 billion as the money available to may, upon application by any interested are reviewable under the annual reporting cover radiological decommissioning, spent person or upon its own initiative, grant requirements of 10 CFR 50.82(a)(8)(v)-(vii). fuel management, and site restoration costs.

exemptions from the requirements of 10 CFR There are no new accident precursors The analysis in the November 16, 2018 part 50(1) when the exemptions are created by using the DTF in the proposed revised PSDAR, projects the total radiological authorized by law, will not present an undue manner. Thus, the probability of postulated decommissioning cost of Pilgrim to be risk to the public health and safety, and are accidents is not increased. Also, based on the approximately $593 million in 2018 dollars consistent with the common defense and above, the consequences of postulated which is lower than the 10 CFR 50.75(c) security; and (2) when any of the special accidents are not increased. No changes are minimum formula amount of approximately circumstances listed in 10 CFR 50.12(a)(2) being made in the types or amounts of $633 million. The revised PSDAR estimated are present. These special circumstances effluents that may be released offsite. There decommissioning costs are consistent with include, among other things: is no significant increase in occupational or the estimated costs for radiological (a) Application of the regulation in the public radiation exposure. Therefore, the decommissioning, including ISFSI particular circumstances would not serve the requested exemption will not present an decommissioning costs, provided in the underlying purpose of the rule or is not undue risk to the public health and safety. November 16, 2018 request for exemptions.

necessary to achieve the underlying purpose However, the LTA and the exemption request C. Consistent With the Common Defense and did not provide any explanation for the of the rule; and Security (b) Compliance would result in undue difference in funding levels for radiological hardship or other costs that are significantly The requested exemption would allow decommissioning costs between the site-in excess of those contemplated when the Holtec Pilgrim and HDI to use funds from the specific DCE and the 10 CFR 50.75(c) regulation was adopted, or that are Pilgrim DTF for spent fuel management and minimum formula amount. Therefore, the significantly in excess of those incurred by site restoration activities at Pilgrim. Spent staff sought supplemental information from others similarly situated. fuel management under 10 CFR 50.54(bb) is the Applicants in a request for additional an integral part of the planned information (RAI) dated July 26, 2019, A. Authorized by Law decommissioning and license termination (ADAMS Accession No. ML19207B366). The The requested exemption from 10 CFR process and will not adversely affect Holtec RAI requested, among other things, that the 50.82(a)(8)(i)(A) would allow Holtec Pilgrim Pilgrim and HDIs ability to physically secure Applicants provide justification for using a and HDI to use a portion of the funds from the site or protect special nuclear material. radiological decommissioning cost estimate the DTF for spent fuel management and site This change to enable the use of a portion of value that is less than the 10 CFR 50.75(c) restoration activities at Pilgrim in the same the funds from the DTF for spent fuel minimum formula amount.

manner that withdrawals are made under 10 management and site restoration activities On July 29, 2019 (ADAMS Accession No.

CFR 50.82(a)(8) for radiological has no relation to security issues. Therefore, ML19210E470), HDI provided its decommissioning activities. As stated above, the common defense and security is not justification, stating that the HDI site-specific 10 CFR 50.12 allows the NRC to grant impacted by the requested exemption. DCE is a more reliable and precise estimate exemptions from the requirements of 10 CFR of decommissioning cost because it is based D. Special Circumstances on Pilgrim-specific plant data and historical part 50 when the exemptions are authorized by law. The NRC staff has determined, as Special circumstances, in accordance with information, actual site conditions, explained further below, that there is 10 CFR 50.12(a)(2)(ii), are present whenever regulatory requirements applicable to reasonable assurance of adequate funding for application of the regulation in the particular Pilgrim, and actual pricing information, as radiological decommissioning because the circumstances is not necessary to achieve the compared to the 10 CFR 50.75(c) minimum Applicants use of the DTF for activities underlying purpose of the regulation. formula amount, which is based on generic associated with spent fuel management and The underlying purpose of 10 CFR inputs. Additionally, in both the November site restoration will not negatively impact the 50.82(a)(8)(i)(A), which restricts withdrawals 16, 2018 application and the July 29, 2019 availability of funding for radiological from DTFs to expenses for radiological supplement, HDI states that its site-specific decommissioning. Accordingly, the decommissioning activities, is to provide DCE was reviewed against the estimates of exemption is authorized by law because reasonable assurance that adequate funds costs associated with license termination granting the licensees proposed exemption will be available for radiological (radiological decommissioning) in NUREG/

will not result in a violation of the Atomic decommissioning of power reactors and CR-6174, Revised Analyses of Energy Act of 1954, as amended, or the license termination. Strict application of this Decommissioning for the Reference Boiling Commissions regulations. requirement would prohibit the withdrawal Water Reactor Power Station (ADAMS of funds from the Pilgrim DTF for spent fuel Accession No. ML14008A186), benchmarked B. No Undue Risk to Public Health and management and site restoration activities, against nine comparable decommissioning Safety until final radiological decommissioning at projects, and compared with costs from The underlying purpose of 10 CFR Pilgrim has been completed. similar activities at seven boiling water 50.82(a)(8)(i)(A) is to provide reasonable ENOIs March 28, 2019, annual report reactors. Accordingly, as part of its review, assurance that adequate funds will be (ADAMS Accession No. ML19087A318) on the NRC staff compared the Pilgrim site-available for the radiological the status of decommissioning funding for specific radiological decommissioning costs decommissioning of power reactors and Pilgrim reports a DTF balance of with the estimated activities of the four license termination. As explained in further approximately $1.028 billion as of December periods associated with the DECON detail in Section D below, based on NRC 31, 2018, and approximately $1.043 billion as decommissioning method as outlined in staffs review of HDIs revised site-specific of February 28, 2019. The cash flow analysis NUREG/CR-6174:

DCE and the staffs independent cash flow in Table 1 of the November 16, 2018, (1) Pre-shutdown planning/engineering analysis contained in Attachment 1 to the application is based on a beginning DTF and regulatory reviews, NRC staffs safety evaluation for the balance of $1.030 billion (following closure (2) Plant deactivation and preparation for associated LTA (ADAMS Accession No. of the equity sale in 2019).1 HDI states that storage, ML19170A250), the NRC staff finds that the this beginning DTF balance reflects the fund (3) A period of plant safe storage with use of the Pilgrim DTF for spent fuel value post-closure of the asset sale. concurrent operations in the spent fuel pool management and site restoration activities at Furthermore, the application states that the until the pool inventory is zero, and Pilgrim will not adversely impact Holtec 2019 costs include estimated pre-closure and (4) Decontamination and dismantlement of jbell on DSK3GLQ082PROD with NOTICES Pilgrim and HDIs ability to terminate the post-closure costs. In the NRC staffs analysis the radioactive portions of the plant, leading Pilgrim license (i.e., complete radiological provided in its safety evaluation for the LTA, to license termination.

decommissioning) as planned, consistent The NRC staff also compared the Pilgrim with the schedule and costs contained in the 1 The terms of the Equity Purchase and Sales site-specific estimated radiological revised PSDAR. Agreement describes the after-tax market value of decommissioning costs of approximately Furthermore, withdrawals from the DTF the DTF must be no less than $1.030 billion at time $593 million with the site-specific costs of for spent fuel management and site of transaction closing. similar decommissioning projects.

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USCA Case #19-1198 Document Federal Register / Vol. 84, #1823698 Filed:

No. 167 / Wednesday, 01/10/2020 August Page 105 of 158 28, 2019 / Notices 45181 Based on the review of the Pilgrim site- concludes that application of the 10 CFR create an unnecessary financial burden specific radiological decommissioning costs 50.82(a)(8)(i)(A) requirement that funds from without any corresponding safety benefit.

of approximately $593 million, as compared the DTF only be used for radiological The adequacy of the DTF to cover the cost to NUREG/CR-6174, the staff concludes that decommissioning activities and not for spent of activities associated with spent fuel HDIs method for developing the Pilgrim site- fuel management and site restoration management and site restoration, in addition specific radiological decommissioning cost activities is not necessary to achieve the to radiological decommissioning, is estimate is reasonable. Further, when underlying purpose of the rule; thus, special supported by the site-specific DCE. If the compared to radiological decommissioning circumstances are present supporting licensee cannot use its DTF for spent fuel costs associated with similar approval of the exemption request. management and site restoration activities, it decommissioning projects, the staff finds that By granting the exemption to 10 CFR would need to obtain additional funding that the HDIs Pilgrim site-specific radiological 50.82(a)(8)(i)(A), withdrawals from the DTF would not be recoverable from the DTF, or decommissioning costs of approximately for spent fuel management and site the licensee would have to modify its

$593 million is reasonable. restoration activities, consistent with the decommissioning approach and methods.

As such, the staff used the value of licensees submittal dated November 16, The NRC staff concludes that either outcome approximately $593 million for radiological 2018, are authorized. As stated previously, would impose an unnecessary and undue decommissioning costs when it conducted its the NRC staff has determined that there are burden significantly in excess of that independent cash flow analysis. As allowed sufficient funds in the DTF to complete contemplated when 10 CFR 50.82(a)(8)(i)(A) by 10 CFR 50.75(e)(1)(ii), the staff began its radiological decommissioning activities as was adopted.

cost analysis using a 2% real rate of return well as to conduct spent fuel management The underlying purposes of 10 CFR on annual balances. In its application dated and site restoration activities consistent with 50.82(a)(8)(i)(A) would be achieved by November 16, 2018, HDI states they also used the revised PSDAR, DCE, SFMP, and the allowing Holtec Pilgrim and HDI to use a a 2% real rate of return. However, in Table November 16, 2018, exemption request. portion of the Pilgrim DTF for spent fuel 1 of the November 16, 2018, application, HDI Pursuant to the requirements in 10 CFR management and site restoration activities, noted that the Year Ending DTF Balance is 50.82(a)(8)(v) and (vii), licensees are required and compliance with the regulation would after-taxes. Therefore, in its cost analysis, the to monitor and annually report to the NRC result in an undue hardship or other costs staff found that Table 1 reflects an actual the status of the DTF and the licensees that are significantly in excess of those annual real rate of return of 1.42%. The staff funding for managing spent fuel. These contemplated when the regulations were notes that this is conservative to the 2% reports provide the NRC staff with awareness adopted. Thus, the special circumstances annual real rate of return allowed by 10 CFR of, and the ability to take action on, any required by 10 CFR 50.12(a)(2)(ii) and 10 CFR 50.75(e)(1)(ii). To be consistent in validating actual or potential funding deficiencies. 50.12(a)(2)(iii) exist and support the approval HDIs site-specific DCE, the staff used the Additionally, 10 CFR 50.82(a)(8)(vi) requires of the requested exemption.

more conservative 1.42% annual real rate of that the annual financial assurance status return. The staffs independent cash flow report must include additional financial E. Environmental Considerations analysis is contained in Attachment 1 to the assurance to cover the estimated cost of In accordance with 10 CFR 51.31(a), the NRC staffs safety evaluation for the completion if the sum of the balance of any Commission has determined that the granting associated LTA. remaining decommissioning funds, plus of the exemption will not have a significant As noted above, HDIs site-specific DCE earnings on such funds calculated at not effect on the quality of the human relies on estimated radiological greater than a 2% real rate of return, together environment (see Environmental Assessment decommissioning costs of approximately with the amount provided by other financial and Finding of No Significant Impact

$593 million, which is lower than the 10 CFR assurance methods being relied upon, does published in the Federal Register on August 50.75(c) minimum formula amount of not cover the estimated cost to complete the 20, 2019 (84 FR 43186).

approximately $633 million. In its RAI dated decommissioning. The requested exemption July 26, 2019, the staff requested a would not allow the withdrawal of funds IV. Conclusions justification for this lower amount and, in from the DTF for any other purpose that is In consideration of the above, the NRC staff case the Applicants failed to provide not currently authorized in the regulations finds that the proposed exemption confirms sufficient justification, the staff also without prior approval from the NRC. the adequacy of funding in the Pilgrim DTF requested that the Applicants provide a Special circumstances, in accordance with to complete radiological decommissioning of revised decommissioning cash flow analysis 10 CFR 50.12(a)(2)(iii), are present whenever the site and to terminate the license and also using the higher minimum formula amount compliance would result in undue hardship to cover estimated spent fuel management of $633,267,558. In Attachment 1 of the July or other costs that are significantly in excess and site restoration activities. The NRC staff 29, 2019, supplement, HDI provided the of those contemplated when the regulation also finds that there is reasonable assurance requested revised cash flow analysis. was adopted, or that are significantly in that adequate funds are available in the DTF Although the staff completed a separate, excess of those incurred by others similarly to complete all activities associated with independent cash flow analysis to validate situated. HDI states that the DTF contains radiological decommissioning.

this revised cash flow analysis, ultimately, as funds in excess of the estimated costs of Accordingly, the Commission has noted above, the staff determined that HDIs radiological decommissioning and that these determined that, pursuant to 10 CFR 50.12(a),

site-specific DCE, which uses $592,553,000 excess funds are needed for spent fuel the exemption is authorized by law, will not for the estimated site-specific radiological management and site restoration activities. present an undue risk to the public health decommissioning costs for Pilgrim, is The NRC does not preclude the use of funds and safety, and is consistent with the reasonable and sufficiently justified. from the decommissioning trust in excess of common defense and security. Also, special Based on its evaluation above and the cash those needed for radiological circumstances are present. Therefore, the flow analysis contained in Attachment 1 to decommissioning for other purposes, such as Commission hereby grants Holtec Pilgrim the NRC staffs safety evaluation for the spent fuel management or site restoration and HDI an exemption from 10 CFR associated LTA, the staff finds that the funds activities (see NRC Regulatory Issue 50.82(a)(8)(i)(A) to allow them to use of a in the DTF are expected to be available and Summary 2001-07, Rev. 1, 10 CFR 50.75 portion of the funds from the Pilgrim DTF for sufficient to cover the estimated costs of Reporting and Recordkeeping for spent fuel management and site restoration approximately $593 million for the Decommissioning Planning, dated January activities consistent with the revised PSDAR radiological decommissioning of the facility 8, 2009 (ADAMS Accession No. and site-specific DCE dated November 16, (including the ISFSI). Therefore, the NRC ML083440158), and Regulatory Guide 1.184, 2018.

jbell on DSK3GLQ082PROD with NOTICES staff finds that HDI has provided reasonable Revision 1, Decommissioning of Nuclear These exemptions are effective upon the assurance that adequate funds will be Power Reactors, dated October 2013 NRCs issuance of a conforming license available for the radiological (ADAMS Accession No. ML13144A840)). amendment reflecting HDI and Holtec decommissioning of Pilgrim, even with the Preventing access to those excess funds in Pilgrim as the licensees for Pilgrim, following disbursement of funds from the DTF for the DTF because spent fuel management and NRC approval of the license transfer spent fuel management and site restoration site restoration activities are not associated application and the Applicants completion activities. Consequently, the NRC staff with radiological decommissioning would of the transaction.

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USCA Case #19-1198 45182 Document Federal Register / Vol. 84, #1823698 Filed:

No. 167 / Wednesday, 01/10/2020 August Page 106 of 158 28, 2019 / Notices Dated at Rockville, Maryland, this 22nd II. Clearing Agencys Statement of the Framework that describes their review day of August, 2019. Purpose of, and Statutory Basis for, the and approval.5 For the Nuclear Regulatory Commission. Proposed Rule Change, Security-Based ICC proposes updates to the Euro

/RA/ Swap Submission, or Advance Notice investment guidelines appendix, which is applicable to Euro-denominated Gregory F. Suber, In its filing with the Commission, ICC customer origin and house origin cash.

Deputy Director, Division of Operating included statements concerning the The current Euro investment guidelines Reactor Licensing, Office of Nuclear Reactor purpose of and basis for the proposed allow direct investments in French and Regulation.

rule change, security-based swap German sovereign debt securities having

[FR Doc. 2019-18490 Filed 8-27-19; 8:45 am] submission, or advance notice and a final maturity of no greater than 198 BILLING CODE 7590-01-P discussed any comments it received on days but require that all such the proposed rule change, security- investments with customer origin cash based swap submission, or advance comply with any applicable conditions notice. The text of these statements may and restrictions in Commodity Futures SECURITIES AND EXCHANGE be examined at the places specified in Trading Commission (CFTC)

COMMISSION Item IV below. ICC has prepared Regulation 1.25,6 including any summaries, set forth in sections (A), (B), applicable exemptive orders. As such,

[Release No. 34-86728; File No. SR-ICC- and (C) below, of the most significant direct investments with customer origin 2019-009] aspects of these statements. cash are limited to French and German sovereign debt securities having a final (A) Clearing Agencys Statement of the maturity of no greater than 180 days in Self-Regulatory Organizations; ICE Purpose of, and Statutory Basis for, the accordance with the exemptive order Clear Credit LLC; Notice of Filing and Proposed Rule Change, Security-Based that was issued by the CFTC (the Immediate Effectiveness of Proposed Swap Submission, or Advance Notice Order).7 ICC proposes to update the Rule Change, Security-Based Swap Submission, or Advance Notice (a) Purpose Euro investment guidelines to restrict Relating to ICCs Treasury Operations direct investments with both customer Policies and Procedures ICC proposes to revise its Treasury origin and house origin cash to French Policy. Specifically, ICC proposes minor and German sovereign debt securities August 22, 2019. changes to the Treasury Policy to more having a final maturity of no greater generally refer to a data provider for the than 180 days in order to promote Pursuant to Section 19(b)(1) of the uniform Euro investment guidelines that purposes of collateral valuation and to Securities Exchange Act of 1934,1 and are applicable to customer origin and promote uniform investment guidelines Rule 19b-4 thereunder,2 notice is that are applicable to Euro-denominated house origin cash.

hereby given that on August 8, 2019, cash posted by Clearing Participants ICC has filed the proposed rule ICE Clear Credit LLC (ICC) filed with (CPs) for their margin requirements change for immediate effectiveness and the Securities and Exchange related to client positions (customer proposes that it will be operative on or Commission the proposed rule change, origin cash) and Euro-denominated about, but no sooner than, September security-based swap submission, or Guaranty Fund and margin cash posted 10, 2019.

advance notice as described in Items I, by CPs (house origin cash). ICC (b) Statutory Basis II and III below, which Items have been believes that such revisions will prepared by ICC. ICC filed the proposed facilitate the prompt and accurate Section 17A(b)(3)(F) of the Act 8 rule change pursuant Section clearance and settlement of securities requires, among other things, that the 19(b)(3)(A) of the Act 3 and Rule 19b- transactions and derivative agreements, rules of a clearing agency be designed to contracts, and transactions for which it promote the prompt and accurate 4(f)(6) thereunder,4 such that the is responsible. The proposed changes clearance and settlement of securities proposed rule change was immediately are described in detail as follows. transactions, and to the extent effective upon filing with the applicable, derivative agreements, Commission. The Commission is ICC proposes to more generally refer contracts and transactions; to assure the publishing this notice to solicit to a data provider for the purposes of safeguarding of securities and funds comments on the proposed rule change, collateral valuation in the Collateral which are in the custody or control of security-based swap submission, or Valuation sub-section. Currently, the the clearing agency or for which it is advance notice from interested persons. Treasury Policy references, by name, a responsible; and to comply with the data provider that ICC uses as a source provisions of the Act and the rules and I. Clearing Agencys Statement of the for collateral valuation information. ICC Terms of Substance of the Proposed regulations thereunder. ICC believes proposes to remove references to the that the proposed rule change is Rule Change, Security-Based Swap specific data provider and to more Submission, or Advance Notice consistent with the requirements of the generally require ICC to use a reliable Act and the rules and regulations The principal purpose of the data provider as a source for collateral thereunder applicable to ICC, in valuation information. ICC does not particular, to Section 17(A)(b)(3)(F),9 proposed rule change is to revise the intend that the Treasury Policy list ICC because ICC believes that the proposed ICC Treasury Operations Policies and service providers or control the on- rule change will promote the prompt Procedures (Treasury Policy). These boarding or review of such data revisions do not require any changes to provider. Service providers are subject 5 See SR-ICC-2018-003 for more information the ICC Clearing Rules (Rules).

jbell on DSK3GLQ082PROD with NOTICES to contractual arrangements entered into regarding the review and approval of critical by authorized ICC officers and, if vendors under the ICC Operational Risk Management Framework.

1 15 U.S.C. 78s(b)(1). deemed a critical vendor under the 6 17 CFR 1.25.

2 17 CFR 240.19b-4. Operational Risk Management 7 83 FR 35241 (July 25, 2018).

3 15 U.S.C. 78s(b)(3)(A). Framework, governed by the 8 15 U.S.C. 78q-1(b)(3)(F).

4 17 CFR 240.19b-4(f)(6). Operational Risk Management 9 Id.

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USCA Case #19-1198 50078 Document Federal Register #1823698

/ Vol. 84, No. Filed: 01/10/2020 185 / Tuesday, September Page 107 of 158 24, 2019 / Notices Training and Experience Subcommittee. meeting should contact Ms. Jamerson during the meeting at the discretion of This report will include the using the contact information below: the Chairman.

subcommittees comments and Kellee Jamerson, email: 3. The draft transcript and meeting recommendations on its review of the Kellee.Jamerson@nrc.gov, telephone: summary will be available on ACMUIs NRC staffs evaluation of the training (301) 415-7408.

website https://www.nrc.gov/reading-and experience requirements for SUPPLEMENTARY INFORMATION:

rm/doc-collections/acmui/meetings/

radiopharmaceuticals under title 10 Conduct of the Meeting 2019.html on or about December 2, Code of Federal Regulations (10 CFR) 35.300, Use of unsealed byproduct Dr. Darlene Metter, ACMUI Chairman, 2019.

material for which a written directive is will preside over the meeting. Dr. Metter This meeting will be held in required. Meeting information, will conduct the meeting in a manner accordance with the Atomic Energy Act including a copy of the agenda and that will facilitate the orderly conduct of of 1954, as amended (primarily Section handouts, will be available at https:// business. The following procedures 161a); the Federal Advisory Committee www.nrc.gov/reading-rm/doc- apply to public participation in the Act (5 U.S.C. App); and the collections/acmui/meetings/2019.html meeting: Commissions regulations in 10 CFR on or about October 2, 2019. The agenda 1. Persons who wish to provide a part 7.

and handouts may also be obtained by written statement should submit an electronic copy to Ms. Jamerson at the Dated: September 19, 2019.

contacting Ms. Kellee Jamerson using the information below. contact information listed above. All Russell E. Chazell, submittals must be received by October Federal Advisory Committee Management DATES: The teleconference meeting will 11, 2019, three business days prior to Officer.

be held on Thursday, October 17, 2019, the October 17, 2019, meeting and must 2:00 p.m. to 4:00 p.m. Eastern Time. pertain to the topic on the agenda for

Subject:

Federal Register Notice:

FOR FURTHER INFORMATION CONTACT: Any the meeting. Advisory Committee on the Medical member of the public who wishes to 2. Questions and comments from Uses of Isotopes Meeting Notice. Dated participate in the teleconference members of the public will be permitted September 19, 2019.

ADAMS ML19261C009 OFC MSST/MSEB MSST/MSEB MSST/MSEB SECY NAME ..................................... KJamerson ............................. LDimmick * ............................. CEinberg * .............................. RChazell.

DATE ..................................... 9/18/2019 ............................... 9/18/2019 ............................... 9/18/2019 ............................... 9/ /2019.

• via email.

Official Record Copy hazards consideration, notwithstanding see Obtaining Information and

[FR Doc. 2019-20612 Filed 9-23-19; 8:45 am]

the pendency before the Commission of Submitting Comments in the a request for a hearing from any person. SUPPLEMENTARY INFORMATION section of BILLING CODE 7590-01-P This biweekly notice includes all this document.

notices of amendments issued, or FOR FURTHER INFORMATION CONTACT:

NUCLEAR REGULATORY proposed to be issued, from August 27, Shirley Rohrer, Office of Nuclear COMMISSION 2019 to September 9, 2019. The last Reactor Regulation, U.S. Nuclear biweekly notice was published on Regulatory Commission, Washington,

[NRC-2019-0187] September 10, 2019. DC 20555-0001; telephone: 301-415-DATES: Comments must be filed by 5411, email: Shirley.Rohrer@nrc.gov.

Biweekly Notice; Applications and October 24, 2019. A request for a SUPPLEMENTARY INFORMATION:

Amendments to Facility Operating hearing must be filed by November 25, Licenses and Combined Licenses I. Obtaining Information and 2019.

Involving No Significant Hazards Submitting Comments ADDRESSES: You may submit comments Considerations by any of the following methods: A. Obtaining Information AGENCY: Nuclear Regulatory

• Federal Rulemaking Website: Go to Commission. https://www.regulations.gov and search Please refer to Docket ID NRC-2019-ACTION: Biweekly notice. for Docket ID NRC-2019-0187. Address 0187, facility name, unit number(s),

questions about NRC dockets IDs in plant docket number, application date,

SUMMARY

Pursuant to the Atomic Regulations.gov to Jennifer Borges; and subject when contacting the NRC Energy Act of 1954, as amended (the telephone: 301-287-9127; email: about the availability of information for Act), the U.S. Nuclear Regulatory Jennifer.Borges@nrc.gov. For technical this action. You may obtain publicly-Commission (NRC) is publishing this questions, contact the individual listed available information related to this regular biweekly notice. The Act in the FOR FURTHER INFORMATION action by any of the following methods:

requires the Commission to publish CONTACT section of this document.

• Federal Rulemaking Website: Go to

• Mail comments to: Office of khammond on DSKJM1Z7X2PROD with NOTICES notice of any amendments issued, or https://www.regulations.gov and search proposed to be issued, and grants the Administration, Mail Stop: TWFN for Docket ID NRC-2019-0187.

Commission the authority to issue and A60M, U.S. Nuclear Regulatory

• NRCs Agencywide Documents make immediately effective any Commission, Washington, DC 20555- Access and Management System amendment to an operating license or 0001, ATTN: Program Management, (ADAMS): You may obtain publicly-combined license, as applicable, upon a Announcements and Editing Staff. available documents online in the determination by the Commission that For additional direction on obtaining ADAMS Public Documents collection at such amendment involves no significant information and submitting comments, https://www.nrc.gov/reading-rm/

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USCA Case #19-1198 Document Federal Register #1823698

/ Vol. 84, No. Filed: 01/10/2020 185 / Tuesday, September Page 108 of 158 24, 2019 / Notices 50079 adams.html. To begin the search, select III. Notice of Consideration of Issuance action. Petitions shall be filed in Begin Web-based ADAMS Search. For of Amendments to Facility Operating accordance with the Commissions problems with ADAMS, please contact Licenses and Combined Licenses and Agency Rules of Practice and the NRCs Public Document Room (PDR) Proposed No Significant Hazards Procedure in 10 CFR part 2. Interested reference staff at 1-800-397-4209, 301- Consideration Determination persons should consult a current copy 415-4737, or by email to pdr.resource@ The Commission has made a of 10 CFR 2.309. The NRCs regulations nrc.gov. The ADAMS accession number proposed determination that the are accessible electronically from the for each document referenced (if it is following amendment requests involve NRC Library on the NRCs website at available in ADAMS) is provided the http://www.nrc.gov/reading-rm/doc-no significant hazards consideration.

first time that it is mentioned in this collections/cfr/. Alternatively, a copy of Under the Commissions regulations in document. the regulations is available at the NRCs

§ 50.92 of title 10 of the Code of Federal Public Document Room, located at One

• NRCs PDR: You may examine and Regulations (10 CFR), this means that White Flint North, Room O1-F21, 11555 purchase copies of public documents at operation of the facility in accordance Rockville Pike (first floor), Rockville, the NRCs PDR, Room O1-F21, One with the proposed amendment would Maryland 20852. If a petition is filed, White Flint North, 11555 Rockville not (1) involve a significant increase in the Commission or a presiding officer Pike, Rockville, Maryland 20852. the probability or consequences of an will rule on the petition and, if accident previously evaluated; or (2) appropriate, a notice of a hearing will be B. Submitting Comments create the possibility of a new or issued.

different kind of accident from any As required by 10 CFR 2.309(d) the Please include Docket ID NRC-2019- accident previously evaluated; or (3) 0187, facility name, unit number(s), petition should specifically explain the involve a significant reduction in a reasons why intervention should be plant docket number, application date, margin of safety. The basis for this and subject in your comment permitted with particular reference to proposed determination for each the following general requirements for submission. amendment request is shown below. standing: (1) The name, address, and The NRC cautions you not to include The Commission is seeking public telephone number of the petitioner; (2) identifying or contact information that comments on this proposed the nature of the petitioners right under you do not want to be publicly determination. Any comments received the Act to be made a party to the disclosed in your comment submission. within 30 days after the date of proceeding; (3) the nature and extent of The NRC will post all comment publication of this notice will be the petitioners property, financial, or submissions at https:// considered in making any final other interest in the proceeding; and (4) www.regulations.gov as well as enter the determination. the possible effect of any decision or comment submissions into ADAMS. Normally, the Commission will not order which may be entered in the The NRC does not routinely edit issue the amendment until the proceeding on the petitioners interest.

comment submissions to remove expiration of 60 days after the date of In accordance with 10 CFR 2.309(f),

publication of this notice. The the petition must also set forth the identifying or contact information.

Commission may issue the license specific contentions which the If you are requesting or aggregating amendment before expiration of the 60- petitioner seeks to have litigated in the comments from other persons for day period provided that its final proceeding. Each contention must submission to the NRC, then you should determination is that the amendment consist of a specific statement of the inform those persons not to include involves no significant hazards issue of law or fact to be raised or identifying or contact information that consideration. In addition, the controverted. In addition, the petitioner they do not want to be publicly Commission may issue the amendment must provide a brief explanation of the disclosed in their comment submission. prior to the expiration of the 30-day bases for the contention and a concise Your request should state that the NRC comment period if circumstances statement of the alleged facts or expert does not routinely edit comment change during the 30-day comment opinion which support the contention submissions to remove such information period such that failure to act in a and on which the petitioner intends to before making the comment timely way would result, for example in rely in proving the contention at the submissions available to the public or derating or shutdown of the facility. If hearing. The petitioner must also entering the comment into ADAMS. the Commission takes action prior to the provide references to the specific expiration of either the comment period sources and documents on which the II. Background or the notice period, it will publish in petitioner intends to rely to support its the Federal Register a notice of position on the issue. The petition must Pursuant to Section 189a.(2) of the issuance. If the Commission makes a include sufficient information to show Atomic Energy Act of 1954, as amended final no significant hazards that a genuine dispute exists with the (the Act), the NRC is publishing this consideration determination, any applicant or licensee on a material issue regular biweekly notice. The Act of law or fact. Contentions must be hearing will take place after issuance.

requires the Commission to publish The Commission expects that the need limited to matters within the scope of notice of any amendments issued, or to take this action will occur very the proceeding. The contention must be proposed to be issued, and grants the infrequently. one which, if proven, would entitle the Commission the authority to issue and petitioner to relief. A petitioner who make immediately effective any A. Opportunity To Request a Hearing khammond on DSKJM1Z7X2PROD with NOTICES fails to satisfy the requirements at 10 amendment to an operating license or and Petition for Leave To Intervene CFR 2.309(f) with respect to at least one combined license, as applicable, upon a Within 60 days after the date of contention will not be permitted to determination by the Commission that publication of this notice, any persons participate as a party.

such amendment involves no significant (petitioner) whose interest may be Those permitted to intervene become hazards consideration, notwithstanding affected by this action may file a request parties to the proceeding, subject to any the pendency before the Commission of for a hearing and petition for leave to limitations in the order granting leave to a request for a hearing from any person. intervene (petition) with respect to the intervene. Parties have the opportunity VerDate Sep<11>2014 17:37 Sep 23, 2019 Jkt 247001 PO 00000 Frm 00101 Add-077 Fmt 4703 Sfmt 4703 E:\FR\FM\24SEN1.SGM 24SEN1

USCA Case #19-1198 50080 Document Federal Register #1823698

/ Vol. 84, No. Filed: 01/10/2020 185 / Tuesday, September Page 109 of 158 24, 2019 / Notices to participate fully in the conduct of the its boundaries. Alternatively, a State, submitting a petition or other hearing with respect to resolution of local governmental body, Federally- adjudicatory document (even in that partys admitted contentions, recognized Indian Tribe, or agency instances in which the participant, or its including the opportunity to present thereof may participate as a non-party counsel or representative, already holds evidence, consistent with the NRCs under 10 CFR 2.315(c). an NRC-issued digital ID certificate).

regulations, policies, and procedures. If a hearing is granted, any person Based upon this information, the Petitions must be filed no later than who is not a party to the proceeding and Secretary will establish an electronic 60 days from the date of publication of is not affiliated with or represented by docket for the hearing in this proceeding this notice. Petitions and motions for a party may, at the discretion of the if the Secretary has not already leave to file new or amended presiding officer, be permitted to make established an electronic docket.

contentions that are filed after the a limited appearance pursuant to the Information about applying for a deadline will not be entertained absent provisions of 10 CFR 2.315(a). A person digital ID certificate is available on the a determination by the presiding officer making a limited appearance may make NRCs public website at https://

that the filing demonstrates good cause an oral or written statement of his or her www.nrc.gov/site-help/e-submittals/

by satisfying the three factors in 10 CFR position on the issues but may not getting-started.html. Once a participant 2.309(c)(1)(i) through (iii). The petition otherwise participate in the proceeding. has obtained a digital ID certificate and must be filed in accordance with the A limited appearance may be made at a docket has been created, the filing instructions in the Electronic any session of the hearing or at any participant can then submit Submissions (E-Filing) section of this prehearing conference, subject to the adjudicatory documents. Submissions document. limits and conditions as may be must be in Portable Document Format If a hearing is requested, and the imposed by the presiding officer. Details (PDF). Additional guidance on PDF Commission has not made a final regarding the opportunity to make a submissions is available on the NRCs determination on the issue of no limited appearance will be provided by public website at https://www.nrc.gov/

significant hazards consideration, the the presiding officer if such sessions are site-help/electronic-sub-ref-mat.html. A Commission will make a final scheduled. filing is considered complete at the time determination on the issue of no the document is submitted through the significant hazards consideration. The B. Electronic Submissions (E-Filing)

NRCs E-Filing system. To be timely, an final determination will serve to All documents filed in NRC electronic filing must be submitted to establish when the hearing is held. If the adjudicatory proceedings, including a the E-Filing system no later than 11:59 final determination is that the request for hearing and petition for p.m. Eastern Time on the due date.

amendment request involves no leave to intervene (petition), any motion Upon receipt of a transmission, the E-significant hazards consideration, the or other document filed in the Filing system time-stamps the document Commission may issue the amendment proceeding prior to the submission of a and sends the submitter an email notice and make it immediately effective, request for hearing or petition to confirming receipt of the document. The notwithstanding the request for a intervene, and documents filed by E-Filing system also distributes an email hearing. Any hearing would take place interested governmental entities that notice that provides access to the after issuance of the amendment. If the request to participate under 10 CFR document to the NRCs Office of the final determination is that the 2.315(c), must be filed in accordance General Counsel and any others who amendment request involves a with the NRCs E-Filing rule (72 FR have advised the Office of the Secretary significant hazards consideration, then 49139; August 28, 2007, as amended at that they wish to participate in the any hearing held would take place 77 FR 46562; August 3, 2012). The E- proceeding, so that the filer need not before the issuance of the amendment Filing process requires participants to serve the document on those unless the Commission finds an submit and serve all adjudicatory participants separately. Therefore, imminent danger to the health or safety documents over the internet, or in some applicants and other participants (or of the public, in which case it will issue cases to mail copies on electronic their counsel or representative) must an appropriate order or rule under 10 storage media. Detailed guidance on apply for and receive a digital ID CFR part 2. making electronic submissions may be certificate before adjudicatory A State, local governmental body, found in the Guidance for Electronic documents are filed so that they can Federally-recognized Indian Tribe, or Submissions to the NRC and on the NRC obtain access to the documents via the agency thereof, may submit a petition to website at https://www.nrc.gov/site- E-Filing system.

the Commission to participate as a party help/e-submittals.html. Participants A person filing electronically using under 10 CFR 2.309(h)(1). The petition may not submit paper copies of their the NRCs adjudicatory E-Filing system should state the nature and extent of the filings unless they seek an exemption in may seek assistance by contacting the petitioners interest in the proceeding. accordance with the procedures NRCs Electronic Filing Help Desk The petition should be submitted to the described below. through the Contact Us link located Commission no later than 60 days from To comply with the procedural on the NRCs public website at https://

the date of publication of this notice. requirements of E-Filing, at least 10 www.nrc.gov/site-help/e-The petition must be filed in accordance days prior to the filing deadline, the submittals.html, by email to with the filing instructions in the participant should contact the Office of MSHD.Resource@nrc.gov, or by a toll-Electronic Submissions (E-Filing) the Secretary by email at free call at 1-866-672-7640. The NRC section of this document, and should hearing.docket@nrc.gov, or by telephone Electronic Filing Help Desk is available khammond on DSKJM1Z7X2PROD with NOTICES meet the requirements for petitions set at 301-415-1677, to (1) request a digital between 9 a.m. and 6 p.m., Eastern forth in this section, except that under identification (ID) certificate, which Time, Monday through Friday, 10 CFR 2.309(h)(2) a State, local allows the participant (or its counsel or excluding government holidays.

governmental body, or Federally- representative) to digitally sign Participants who believe that they recognized Indian Tribe, or agency submissions and access the E-Filing have a good cause for not submitting thereof does not need to address the system for any proceeding in which it documents electronically must file an standing requirements in 10 CFR is participating; and (2) advise the exemption request, in accordance with 2.309(d) if the facility is located within Secretary that the participant will be 10 CFR 2.302(g), with their initial paper VerDate Sep<11>2014 17:37 Sep 23, 2019 Jkt 247001 PO 00000 Frm 00102 Add-078 Fmt 4703 Sfmt 4703 E:\FR\FM\24SEN1.SGM 24SEN1

USCA Case #19-1198 Document Federal Register #1823698

/ Vol. 84, No. Filed: 01/10/2020 185 / Tuesday, September Page 110 of 158 24, 2019 / Notices 50081 filing stating why there is good cause for copyrighted materials in their Therefore, the proposed changes do not not filing electronically and requesting submission. involve a significant increase in the authorization to continue to submit For further details with respect to probability or consequences of an accident documents in paper format. Such filings these license amendment applications, previously evaluated.

must be submitted by: (1) First class see the application for amendment 2. Do the proposed changes create the mail addressed to the Office of the which is available for public inspection possibility of a new or different kind of Secretary of the Commission, U.S. accident from any accident previously in ADAMS and at the NRCs PDR. For evaluated?

Nuclear Regulatory Commission, additional direction on accessing Response: No.

Washington, DC 20555-0001, Attention: information related to this document, The proposed changes do not alter the Rulemaking and Adjudications Staff; or see the Obtaining Information and plant configuration (no new or different type (2) courier, express mail, or expedited Submitting Comments section of this of equipment is being installed) or require delivery service to the Office of the document. any new or unusual operator actions. The Secretary, 11555 Rockville Pike, proposed changes do not alter the safety Rockville, Maryland 20852, Attention: Exelon Generation Company, LLC, limits or safety analysis assumptions Rulemaking and Adjudications Staff. Docket Nos. 50-352 and 50-353, associated with the operation of the plant.

Participants filing adjudicatory Limerick Generating Station (Limerick),

The proposed changes do not introduce any documents in this manner are Units 1 and 2, Montgomery County, new failure modes that could result in a new responsible for serving the document on Pennsylvania accident. The proposed changes do not all other participants. Filing is Date of amendment request: August 1, reduce or adversely affect the capabilities of considered complete by first-class mail 2019. A publicly-available version is in any plant structure, system, or component in as of the time of deposit in the mail, or ADAMS under Accession No. the performance of their safety function.

by courier, express mail, or expedited ML19213A246. Also, the response of the plant and the delivery service upon depositing the Description of amendment request: operators following the design basis document with the provider of the accidents is unaffected by the proposed The amendments would relocate the service. A presiding officer, having changes.

following operability and surveillance granted an exemption request from Therefore, the proposed changes do not requirements from the Limerick create the possibility of a new or different using E-Filing, may require a participant Technical Specifications (TSs) to the kind of accident from any accident or party to use E-Filing if the presiding Limerick Technical Requirements previously evaluated.

officer subsequently determines that the Manual: TS Section 3.3.7.8.1, Chlorine 3. Do the proposed changes involve a reason for granting the exemption from Detection System, and TS Section significant reduction in a margin of safety?

use of E-Filing no longer exists. 3.3.7.8.2, Toxic Gas Detection System. Response: No.

Documents submitted in adjudicatory Basis for proposed no significant The proposed changes have no adverse proceedings will appear in the NRCs hazards consideration determination: effect on plant operation, or the availability electronic hearing docket which is As required by 10 CFR 50.91(a), the or operation of any accident mitigation available to the public at https:// licensee has provided its analysis of the equipment. The plant response to the design adams.nrc.gov/ehd, unless excluded issue of no significant hazards basis accidents does not change. The pursuant to an order of the Commission consideration, which is presented proposed changes do not adversely affect or the presiding officer. If you do not below: existing plant safety margins or the reliability have an NRC-issued digital ID certificate of the equipment assumed to operate in the as described above, click cancel when 1. Do the proposed changes involve a safety analyses. There is no change being significant increase in the probability or made to safety analysis assumptions, safety the link requests certificates and you consequences of an accident previously limits or limiting safety system settings that will be automatically directed to the evaluated?

NRCs electronic hearing dockets where would adversely affect plant safety as a result Response: No. of the proposed changes.

you will be able to access any publicly The proposed changes do not alter the Therefore, the proposed changes do not available documents in a particular physical design of any plant structure, involve a significant reduction in a margin of hearing docket. Participants are system, or component; therefore, the safety.

requested not to include personal proposed changes have no adverse effect on privacy information, such as social plant operation, or the availability or The NRC staff has reviewed the security numbers, home addresses, or operation of any accident mitigation licensees analysis and, based on this personal phone numbers in their filings, equipment. The plant response to the design review, it appears that the three unless an NRC regulation or other law basis accidents does not change. Operation or standards of 10 CFR 50.92(c) are requires submission of such failure of the Chlorine Detection System and satisfied. Therefore, the NRC staff information. For example, in some the Toxic Gas Detection System are not assumed to be initiators of any analyzed proposes to determine that the instances, individuals provide home amendment request involves no event in the Updated Final Safety Analysis addresses in order to demonstrate significant hazards consideration.

Report (UFSAR) and cannot cause an proximity to a facility or site. With accident. Whether the requirements for the respect to copyrighted works, except for Attorney for licensee: Tamra Domeyer, Chlorine Detection System and the Toxic Gas Associate General Counsel, Exelon limited excerpts that serve the purpose Detection System are in TS or another of the adjudicatory filings and would Generation Company, LLC, 4300 licensee-controlled document has no effect constitute a Fair Use application, Winfield Road, Warrenville, IL 60555.

on the probability or consequences of any khammond on DSKJM1Z7X2PROD with NOTICES participants are requested not to include accident previously evaluated. NRC Branch Chief: James G. Danna.

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/ Vol. 84, No. Filed: 01/10/2020 185 / Tuesday, September Page 111 of 158 24, 2019 / Notices Exelon Generation Company, LLC, Radiological Emergency Response Plans and Revision 6, as endorsed by the NRC and does Docket Nos. STN 50-456 and STN 50- Preparedness in Support of Nuclear Power not alter or exceed a design basis or safety 457, Braidwood Station, Units 1 and 2, Plants: limit. There is no change being made to

. . . The overall objective of emergency safety analysis assumptions, safety limits, or Will County, Illinois response plans is to provide dose savings limiting safety system settings that would Exelon Generation Company, LLC, (and in some cases immediate life saving) for adversely affect plant safety as a result of the Docket Nos. STN 50-454 and STN 50- a spectrum of accidents that could produce proposed change. There are no changes to 455, Byron Station, Unit Nos. 1 and 2, offsite doses in excess of Protective Action setpoints or environmental conditions of any Ogle County, Illinois Guides (PAGs). No single specific accident SSC or the manner in which any SSC is sequence should be isolated as the one for operated. Margins of safety are unaffected by Exelon Generation Company, LLC, which to plan because each accident could the proposed change to EAL RA3. The Docket No. 50-461, Clinton Power have different consequences, both in nature applicable requirements of 10 CFR 50.47 and Station, Unit No. 1, DeWitt County, and degree. Further, the range of possible 10 CFR 50, Appendix E will continue to be Illinois selection for a planning basis is very large, met.

starting with a zero point of requiring no Therefore, the proposed change to EAL Exelon Generation Company, LLC, planning at all because significant offsite RA3.1 for the affected sites does not involve Docket Nos.50-010, 50-237, and 50- radiological accident consequences are any reduction in a margin of safety.

249, Dresden NuclearPower Station, unlikely to occur, to planning for the worst possible accident, regardless of its extremely The NRC staff has reviewed the Units 1, 2, and 3, Grundy County, licensees analysis for each site and, Illinois low likelihood. . . .

Therefore, Exelon did not consider the risk based on this review, it appears that the Exelon Generation Company, LLC, insights regarding any specific accident three standards of 10 CFR 50.92(c) are Docket Nos. 50-373 and 50-374, LaSalle initiation or progression in evaluating the satisfied. Therefore, the NRC staff County Station, Units 1 and 2, LaSalle proposed change involving EAL RA3. proposes to determine that the County, Illinois The proposed change to EAL RA3.1 does requested amendments involve no not involve any physical changes to plant significant hazards consideration.

Exelon Generation Company, LLC, equipment or systems, nor does the proposed Attorney for licensee: Tamra Domeyer, Docket Nos. 50-254 and 50-265, Quad change alter the assumptions of any accident Associate General Counsel, Exelon Cities Nuclear Power Station, Units 1 analyses. The proposed change does not adversely affect accident initiators or Generation Company, LLC, 4300 and 2, Rock Island County, Illinois Winfield Road, Warrenville, IL 60555.

precursors nor does the proposed change Date of amendment request: August alter the design assumptions, conditions, and NRC Acting Branch Chief: Lisa M.

23, 2019. A publicly-available version is configuration or the manner in which the Regner.

in ADAMS under Accession No. plants are operated and maintained. The Southern Nuclear Operating Company, ML19239A006. proposed change does not adversely affect the ability of Structures, Systems, or Docket No.52-026, Vogtle Electric Description of amendment request:

Components (SSCs) to perform their intended Generating Plant (VEGP), Unit 4, Burke The amendments would revise the safety functions in mitigating the County, Georgia emergency plans for each of these consequences of an initiating event within Date of amendment request: August facilities by removing specific the assumed acceptance limits. 22, 2019. A publicly-available version is references to radiation monitoring Therefore, the proposed change to EAL instrumentation in emergency action RA3.1 for the affected sites does not involve in ADAMS under Accession No.

level (EAL) RA3. a significant increase in the probability or ML19234A327.

Basis for proposed no significant consequences of an accident previously Description of amendment request:

hazards consideration determination: evaluated. The amendment proposes to depart As required by 10 CFR 50.91(a), the 2. Does the proposed amendment create from AP1000 Design Control Document licensee has provided its analysis of the the possibility of a new or different kind of Tier 2* material that has been issue of no significant hazards accident from any accident previously incorporated into the Updated Final evaluated? Safety Analysis Report (UFSAR). The consideration for each site, which is Response: No. proposed departure consists of changes presented below: The proposed change to EAL RA3.1 for the to Tier 2* information in the UFSAR to

1. Does the proposed amendment involve Exelon facilities noted meets the guidance a significant increase in the probability or established in NEI 99-01, Revision 6, as change the provided area of horizontal consequences of an accident previously endorsed by the NRC and does not involve reinforcement for VEGP Unit 4 Wall L evaluated? any physical changes to plant systems or and Wall 7.3 from elevation 117-6 to Response: No. equipment. The proposed change does not 135-3.

The proposed change to EAL RA3.1 for the involve the addition of any new plant Basis for proposed no significant Exelon facilities noted meets the guidance equipment. The proposed change will not hazards consideration determination:

established in NEI 99-01, Revision 6, as alter the design configuration, or method of As required by 10 CFR 50.91(a), the endorsed by the NRC and does not reduce the operation of plant equipment beyond its licensee has provided its analysis of the capability to meet the emergency planning normal functional capabilities. Exelon ERO issue of no significant hazards requirements established in 10 CFR 50.47 functions will continue to be performed as consideration, which is presented and 10 CFR 50, Appendix E. The proposed required. The proposed change does not change does not reduce the functionality, create any new credible failure mechanisms, below:

performance, or capability of Exelons ERO malfunctions, or accident initiators. 1. Does the proposed amendment involve

[emergency response organization] to Therefore, the proposed change to EAL a significant increase in the probability or respond in mitigating the consequences of RA3.1 for the affected sites does not create consequences of an accident previously khammond on DSKJM1Z7X2PROD with NOTICES any design basis accident. the possibility of a new or different kind of evaluated?

The probability of a reactor accident accident from those that have been Response: No.

requiring implementation of Emergency Plan previously evaluated. As described in UFSAR Subsections EALs has no relevance in determining 3. Does the proposed amendment involve 3H.5.1.2 and 3H.5.1.3, interior Wall 7.3 and whether the proposed change to EAL RA3.1 a significant reduction in a margin of safety? Wall L are located in the auxiliary building.

will reduce the effectiveness of the Response: No. UFSAR, Section 3H.5 classifies Interior Emergency Plans. As discussed in Section D, The proposed change to EAL RA3.1 for the Wall on Column Line 7.3, from elevation (EL)

Planning Basis, of NUREG-0654, Revision Exelon facilities noted meets the guidance 66-6 to 160-6 as a Critical Section.

1, Criteria for Preparation and Evaluation of established in the guidance in NEI 99-01, UFSAR, Section 3H.5 classifies Interior Wall VerDate Sep<11>2014 17:37 Sep 23, 2019 Jkt 247001 PO 00000 Frm 00104 Add-080 Fmt 4703 Sfmt 4703 E:\FR\FM\24SEN1.SGM 24SEN1

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/ Vol. 84, No. Filed: 01/10/2020 185 / Tuesday, September Page 112 of 158 24, 2019 / Notices 50083 on Column Line L, from EL 117-6 to 153- of the affected portion of the auxiliary initiates an analyzed accident or alter any 0 as a Critical Section. Deviations were building for postulated loads. The criteria structures, systems, or components [SSC]

identified in the constructed walls from the and requirements of ACI 349-01 provide a accident initiator or initiating sequence of design requirements. The proposed changes margin of safety to structural failure. The events. The proposed changes remove the modify the provided area of steel horizontal design of the auxiliary building structure requirement to perform the Pressurizer Surge reinforcement for VEGP Unit 4 Wall L and conforms to criteria and requirements in ACI Line Stratification Evaluation first plant tests Wall 7.3 from elevation 117-6 to 135-3. 349-01 and therefore, maintains the margin based on a number of factors that render the These changes maintain conformance to of safety. The change does not alter any testing unnecessary. The changes do not American Concrete Institute (ACI) 349-01 design function, design analysis, or safety adversely affect any methodology which and have no adverse impact on the seismic analysis input or result, and sufficient margin would increase the probability or response of Wall L and Wall 7.3 Wall L and exists to justify departure from the Tier 2* consequences of a previously evaluated Wall 7.3 continue to withstand the design requirements for the walls. As such, because accident.

basis loads without loss of structural integrity the system continues to respond to design The change does not impact the support, or the safety-related functions. The proposed basis accidents in the same manner as before design, or operation of mechanical or fluid changes do not affect the operation of any without any changes to the expected systems. There is no change to plant systems system or equipment that initiates an response of the structure, no safety analysis or the response of systems to postulated analyzed accident or alter any structures, or design basis acceptance limit/criterion is accident conditions. There is no change to systems, and components (SSC) accident challenged or exceeded by the proposed predicted radioactive releases due to normal initiator or initiating sequence of events. changes. Accordingly, no significant safety operation or postulated accident conditions.

This change does not adversely affect the margin is reduced by the change. The plant response to previously evaluated design function of VEGP Unit 4 Wall L and Therefore, the proposed amendment does accidents or external events is not adversely Wall 7.3, or the SSCs contained within the not involve a significant reduction in a affected, nor does the proposed change create auxiliary building. This change does not margin of safety. any new accident precursors.

involve any accident initiating components The proposed changes do not involve a or events, thus leaving the probabilities of an The NRC staff has reviewed the change to any mitigation sequence or the accident unaltered. licensees analysis and, based on this predicted radiological releases due to Therefore, the proposed amendment does review, it appears that the three postulated accident conditions, thus, the not involve a significant increase in the standards of 10 CFR 50.92(c) are consequences of the accidents evaluated in probability or consequences of a previously satisfied. Therefore, the NRC staff the UFSAR are not affected.

evaluated accident. proposes to determine that the Therefore, the proposed amendment does

2. Does the proposed amendment create amendment request involves no not involve a significant increase in the the possibility of a new or different kind of significant hazards consideration. probability or consequences of a previously accident from any accident previously evaluated accident.

Attorney for licensee: M. Stanford evaluated? 2. Does the proposed amendment create Response: No. Blanton, Balch & Bingham LLP, 1710 the possibility of a new or different kind of The proposed change modifies the Sixth Avenue North, Birmingham, AL accident from any accident previously provided area of steel horizontal 35203-2015. evaluated?

reinforcement for VEGP Unit 4 Wall L and NRC Branch Chief: Jennifer L. Dixon- Response: No.

Wall 7.3 from elevation 117-6 to 135-3. As Herrity. The proposed changes remove the demonstrated by the continued conformance Southern Nuclear Operating Company, requirement to perform the Pressurizer Surge to the applicable codes and standards Docket Nos.52-025 and 52-026, Vogtle Line Stratification Evaluation first plant tests governing the design of the structures, the Electric Generating Plant (VEGP), Units based on a number of factors that render the walls withstand the same effects as 3 and 4, Burke County, Georgia testing unnecessary. The proposed changes previously evaluated. The proposed change Date of amendment request: July 26, do not adversely affect any design function does not affect the operation of any systems 2019. A publicly-available version is in of any SSC design functions or methods of or equipment that may initiate a new of operation in a manner that results in a new different kind of accident or alter any SSC ADAMS under Accession No. failure mode, malfunction, or sequence of such that a new accident initiator or ML19207A727. events that affect safety-related or non-safety-initiating sequence of events is created. The Description of amendment request: related equipment. This proposed change proposed change does not adversely affect The amendment request proposes does not allow for a new fission product the design function of auxiliary building changes to the Combined License (COL) release path, result in a new fission product Wall L and Wall 7.3, or any other SSC design Numbers NPF-91 and NPF-92 for barrier failure mode, or create a new functions or methods of operation in a VEGP, Units 3 and 4, and Updated Final sequence of events that result in significant manner that results in a new failure mode, Safety Analysis Report (UFSAR). fuel cladding failures.

malfunction, or sequence of events that affect Specifically, the requested amendment These proposed changes do not adversely safety-related or non-safety-related would eliminate COL condition affect any other SSC design functions or equipment. This change does not allow for a methods of operation in a manner that results new fission product release path, result in a 2.D.(2)(a)1 which describes a first plant in a new failure mode, malfunction, or new fission product barrier failure mode, or Pressurizer Surge Line Stratification sequence of events that affect safety-related create a new sequence of events that result Evaluation and make related revisions or non-safety-related equipment. Therefore, in significant fuel cladding failures. to the UFSAR Tier 2 information. this proposed change does not allow for a Therefore, the proposed amendment does Basis for proposed no significant new fission product release path, result in a not create the possibility of a new or different hazards consideration determination: new fission product barrier failure mode, or kind of accident from any accident As required by 10 CFR 50.91(a), the create a new sequence of events that results previously evaluated. licensee has provided its analysis of the in significant fuel cladding failures.

3. Does the proposed amendment involve issue of no significant hazards Therefore, the proposed amendment does a significant reduction in a margin of safety? not create the possibility of a new or different consideration, which is presented khammond on DSKJM1Z7X2PROD with NOTICES Response: No. kind of accident from any accident The proposed change modifies the below: previously evaluated.

provided area of steel horizontal 1. Does the proposed amendment involve 3. Does the proposed amendment involve reinforcement for VEGP Unit 4 Wall L and a significant increase in the probability or a significant reduction in a margin of safety?

Wall 7.3 from elevation 117-6 to 135-3. consequences of an accident previously Response: No.

This change maintains conformance to ACI evaluated? The proposed change maintains existing 349-01. The changes to Wall L and Wall 7.3 Response: No. safety margin and provides adequate horizontal reinforcement from elevation 117- The proposed change does not affect the protection through continued application of 6 to 135-3 do not change the performance operation of any systems or equipment that the existing design requirements in the VerDate Sep<11>2014 17:37 Sep 23, 2019 Jkt 247001 PO 00000 Frm 00105 Add-081 Fmt 4703 Sfmt 4703 E:\FR\FM\24SEN1.SGM 24SEN1

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/ Vol. 84, No. Filed: 01/10/2020 185 / Tuesday, September Page 113 of 158 24, 2019 / Notices UFSAR. The proposed change satisfies the made a determination based on that December 3, 2018; and March 7, April same design functions in accordance with the assessment, it is so indicated. 8, July 10, and August 1, 2019, provided same codes and standards as stated in the For further details with respect to the additional information that clarified the UFSAR. This change does not adversely action see (1) the applications for application, did not expand the scope of affect any design code, function, design amendment, (2) the amendment, and (3) the application as originally noticed, analysis, safety analysis input or result, or design/safety margin.

the Commissions related letter, Safety and did not change the staffs original No safety analysis or design basis Evaluation and/or Environmental proposed no significant hazards acceptance limit/criterion is challenged or Assessment as indicated. All of these consideration determination as exceeded by this change, and no significant items can be accessed as described in published in the Federal Register.

margin of safety is reduced. the Obtaining Information and The Commissions related evaluation Therefore, the proposed change does not Submitting Comments section of this of the amendment is contained in a involve a significant reduction in a margin of document. Safety Evaluation dated August 27, safety. 2019.

Duke Energy Carolinas, LLC, Docket The NRC staff has reviewed the Nos. 50-413 and 50-414, Catawba No significant hazards consideration licensees analysis and, based on this Nuclear Station, Units 1 and 2, York comments received: No.

review, it appears that the three County, South Carolina Entergy Nuclear Operations, Inc.,

standards of 10 CFR 50.92(c) are Date of amendment requests: May 2, Docket No. 50-247, Indian Point satisfied. Therefore, the NRC staff 2017, as supplemented by letters dated Nuclear Generating Unit No. 2, proposes to determine that the July 20 and November 21, 2017; Westchester County, New York amendment request involves no December 3, 2018; and March 7, April significant hazards consideration. Date of amendment request:

8, July 10, and August 1, 2019.

Attorney for licensee: M. Stanford Brief description of amendments: The December 11, 2017, as supplemented by Blanton, Balch & Bingham LLP, 1710 amendments modified Catawbas letter dated June 6, 2019.

Sixth Avenue North, Birmingham, AL Technical Specifications (TSs) to extend Brief description of amendment: The 35203-2015. the Completion Time (CT) of TS 3.8.1, amendment revised Technical NRC Branch Chief: Jennifer Dixon- AC SourcesOperating, Required Specification (TS) Limiting Condition Herrity. Action B.6 (existing Required Action for Operation 3.7.13, Spent Fuel Pit IV. Notice of Issuance of Amendments B.4, numbered as B.6) for an inoperable Storage, and TS 4.0, Design Features, to Facility Operating Licenses and emergency diesel generator (EDG) from Section 4.3, Fuel Storage. The Combined Licenses 72 hours8.333333e-4 days <br />0.02 hours <br />1.190476e-4 weeks <br />2.7396e-5 months <br /> to 14 days. To support this amendment resolves a non-conservative request, the licensee will add a TS associated with TS Limiting During the period since publication of supplemental power source (i.e., two Condition for Operation 3.7.13 and the last biweekly notice, the supplemental diesel generators (SDGs) negates the need for the associated Commission has issued the following per station) with the capability to power compensatory measures, while taking amendments. The Commission has any emergency bus. no credit for installed Boraflex panels.

determined for each of these The SDGs will have the capacity to Date of issuance: September 4, 2019.

amendments that the application bring the affected unit to cold Effective date: As of the date of complies with the standards and shutdown. Additionally, the issuance and shall be implemented requirements of the Atomic Energy Act amendments would modify TS 3.8.1 to within 120 days.

of 1954, as amended (the Act), and the add new two limiting conditions for Amendment No.: 290. A publicly-Commissions rules and regulations. operation (LCOs), TS LCO 3.8.1.c and available version is in ADAMS under The Commission has made appropriate TS LCO 3.8.1.d, to ensure that at least Accession No. ML19209C966; findings as required by the Act and the one train of shared components has an documents related to this amendment Commissions rules and regulations in operable emergency power supply. are listed in the Safety Evaluation 10 CFR chapter I, which are set forth in Corresponding Conditions, Required enclosed with the amendment.

the license amendment. Actions and CTs of TS 3.8.1 are revised A notice of consideration of issuance Facility Operating License No.

to account for the new supplemental AC of amendment to facility operating DPR-26: The amendment revised the power source.

license or combined license, as Renewed Facility Operating License and Date of issuance: August 27, 2019.

applicable, proposed no significant TSs.

Effective date: These license hazards consideration determination, amendments are effective as of its date Date of initial notice in Federal and opportunity for a hearing in of issuance and shall be implemented Register: March 13, 2018 (83 FR connection with these actions, was within 120 days of issuance. 10916). The supplemental letter dated published in the Federal Register as Amendment Nos.: 304 (Unit 1) and June 6, 2019, provided additional indicated. 300 (Unit 2). A publicly-available information that clarified the Unless otherwise indicated, the version is in ADAMS under Accession application, did not expand the scope of Commission has determined that these No. ML19212A655; documents related the application as originally noticed, amendments satisfy the criteria for to these amendments are listed in the and did not change the NRC staffs categorical exclusion in accordance Safety Evaluation enclosed with the original proposed no significant hazards consideration determination as khammond on DSKJM1Z7X2PROD with NOTICES with 10 CFR 51.22. Therefore, pursuant amendments.

to 10 CFR 51.22(b), no environmental Renewed Facility Operating License published in the Federal Register.

impact statement or environmental Nos. NPF-35 and NPF-52: Amendments The Commissions related evaluation assessment need be prepared for these revised the Renewed Licenses and TSs. of the amendment is contained in a amendments. If the Commission has Date of initial notice in Federal Safety Evaluation dated September 4, prepared an environmental assessment Register: February 27, 2018 (83 FR 2019.

under the special circumstances 8512). The supplemental letters dated No significant hazards consideration provision in 10 CFR 51.22(b) and has July 20 and November 21, 2017; comments received: No.

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/ Vol. 84, No. Filed: 01/10/2020 185 / Tuesday, September Page 114 of 158 24, 2019 / Notices 50085 Exelon Generation Company, LLC, and amendments revised TSs 3.6.2.3, Brief description of amendments: The PSEG Nuclear LLC, Docket Nos. 50-277 3.6.2.4, 3.6.2.5, and 3.7.1. amendments revise the Technical and 50-278, Peach Bottom Atomic Date of initial notice in: November 6, Specification (TS) requirements for Power Station (Peach Bottom), Units 2 2018 (83 FR 55566). these facilities related to the safety limit and 3, York and Lancaster Counties, The Commissions related evaluation minimum critical power ratio (MCPR)

Pennsylvania of the amendments is contained in a and the core operating limits report. The Safety Evaluation dated August 28, amendments are based on Technical Date of amendment request: 2019.

September 28, 2018, as supplemented No significant hazards consideration Specification Task Force (TSTF) by letters dated February 15, 2019; comments received: No. Traveler TSTF-564, Revision 2, Safety March 26, 2019; and May 23, 2019. Limit MCPR (ADAMS Accession No.

Exelon Generation Company, LLC, ML18297A361). The amendments for Brief description of amendments: The Docket No. 50-461, Clinton Power LGS and JAF also make changes to these amendments revised the design and Station (CPS), Unit No. 1, DeWitt requirements that are outside the scope licensing basis described in the Peach County, Illinois of TSTF-564, Revision 2.

Bottom Updated Final Safety Analysis Report to reduce the design pressure Exelon Generation Company, LLC and Date of issuance: August 28, 2019.

rating of the high-pressure service water Exelon FitzPatrick, LLC, Docket No.

50-333, James A. FitzPatrick Nuclear Effective date: As of the date of (HPSW) system. This change provides Power Plant (JAF), Oswego County, New issuance and shall be implemented as additional corrosion margin in the HPSW system pipe wall thickness, York shown in the following table.

thereby increasing the margin of safety Exelon Generation Company, LLC, for the existing piping. In addition, this Docket Nos. 50-373 and 50-374, LaSalle change also temporarily revises certain County Station (LCS), Units 1 and 2, Technical Specifications (TSs) to allow LaSalle County, Illinois sufficient time to perform modifications Exelon Generation Company, LLC, of the HPSW system to support the Docket Nos. 50-352 and 50-353, proposed reduction of the HPSW design Limerick Generating Station (LGS),

pressure and to allow for timely repairs Units 1 and 2, Montgomery County, of a heat exchanger on Peach Bottom, Pennsylvania Unit 3.

Date of issuance: August 28, 2019. Exelon Generation Company, LLC, Effective date: As of the date of Docket No. 50-410, Nine Mile Point issuance and shall be implemented Nuclear Station (NMP), Unit 2, Oswego within 60 days of issuance. County, New York Amendments Nos.: 327 (Unit 2) and Exelon Generation Company, LLC, and 330 (Unit 3). A publicly-available PSEG Nuclear LLC, Docket Nos. 50-277 version is in ADAMS under Accession and 50-278, Peach Bottom Atomic No. ML19182A006; documents related Power Station (PBAPS), Units 2 and 3, to these amendments are listed in the York and Lancaster Counties, Safety Evaluation enclosed with the Pennsylvania amendments. Date of amendment request: February Renewed Facility Operating License 1, 2019, as supplemented by letter dated Nos. DPR-44 and DPR-56: The March 7, 2019.

Facility Implementation requirement CPS Unit 1 ................................................ prior to entering Mode 4 following refueling outage C1R19.

JAF ............................................................ prior to entering Mode 4 following refueling outage FPR24.

LCS Unit 1 ................................................ prior to entering Mode 4 following refueling outage L1R18.

LCS Unit 2 ................................................ prior to LCS Unit 1 entering Mode 4 following refueling outage L1R18.

LGS Unit 1 ................................................ prior to entering Operational Condition 4 following refueling outage Li1R18.

LGS Unit 2 ................................................ prior to entering Operational Condition 4 following refueling outage Li2R16.

NMP Unit 2 ............................................... prior to entering Mode 4 following refueling outage N2R17.

PBAPS Unit 2 ........................................... prior to entering Mode 4 following refueling outage P2R23 PBAPS Unit 3 ........................................... prior to entering Mode 4 following refueling outage P3R22.

Amendment Nos.: CPS-225, JAF-327, DPR-56: Amendments revised the Exelon Generation Company, LLC, LCS-238/224, LGS-236/199, NMP2- Facility Operating Licenses and TSs. Docket Nos. STN 50-456 and STN 50-176, and PBAPS-326/329. A publicly- Date of initial notice in: April 9, 2019 457, Braidwood Station, Units 1 and 2, available version is in ADAMS under (84 FR 14146). Will County, Illinois and Docket Nos.

khammond on DSKJM1Z7X2PROD with NOTICES Accession No. ML19176A033. STN 50-454 and STN 50-455, Byron The Commissions related evaluation Documents related to these amendments Station, Unit Nos. 1 and 2, Ogle County, of the amendments is contained in a are listed in the Safety Evaluation Illinois Safety Evaluation dated August 28, enclosed with the amendments.

2019. Date of amendment request: January Facility Operating License Nos.

No significant hazards consideration 31, 2019, as supplemented by letter NPF-62, DPR-59, NPF-11, NPF-18, comments received: No. dated August 9, 2019.

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/ Vol. 84, No. Filed: 01/10/2020 185 / Tuesday, September Page 115 of 158 24, 2019 / Notices Brief description of amendments: The Amendment No.: 297. A publicly- The Commissions related evaluation amendments revised Technical available version is in ADAMS under of the amendment is contained in a Specifications (TSs) for inoperable Accession No. ML19211D317; Safety Evaluation dated August 27, snubbers by adding limiting condition documents related to this amendment 2019.

for operation (LCO) 3.0.9. The change is are listed in the Safety Evaluation Northern States Power Company consistent with the NRC-approved enclosed with the amendment.

Renewed Facility Operating License Minnesota, Docket No. 50-263, Technical Specification Task Force No. DPR-50: The amendment revised Monticello Nuclear Generating Plant (TSTF) Standard Technical the Renewed Facility Operating License (MNGP), Wright County, Minnesota Specifications Change Traveler, TSTF-372, Addition of LCO 3.0.8, and TSs. Date of amendment request: March lnoperability of Snubbers. Date of initial notice in: November 20, 28, 2018, as supplemented by letters Date of issuance: August 28, 2019. 2018 (83 FR 58611). The supplemental dated March 13, 2019, and May 15, Effective date: As of the date of letter dated March 6, 2019, provided 2019.

issuance and shall be implemented additional information that clarified the Brief description of amendment: The within 30 days from the date of application, did not expand the scope of amendment added a condition to the issuance. the application as originally noticed, MNGP renewed facility operating Amendment Nos.: 202/208 and did not change the NRC staffs license to allow the implementation of (Braidwood, Units 1 and 2), and 208/ original proposed no significant hazards 10 CFR 50.69, Risk-informed 208 (Byron, Unit Nos. 1 and 2). A consideration determination as categorization and treatment of publicly-available version is in ADAMS published in the Federal Register. structures, systems and components for under Accession No. ML19190A081; The Commissions related evaluation nuclear power reactors.

documents related to these amendments of the amendment is contained in a Date of issuance: August 29, 2019.

are listed in the related Safety Safety Evaluation dated August 29, Effective date: As of the date of Evaluation enclosed with the 2019. issuance and shall be implemented amendments. No significant hazards consideration within 90 days of issuance.

comments received: No. Amendment No.: 203. A publicly-Renewed Facility Operating License available version is in ADAMS under Nos. NPF-72, NPF-77, NPF-37, and Holtec Pilgrim, LLC and Holtec Accession No. ML19176A421; NPF-66: The amendments revised the Decommissioning International, LLC, documents related to this amendment TSs and the Renewed Facility Operating Docket No. 50-293, Pilgrim Nuclear are listed in the Safety Evaluation Licenses. Power Station (Pilgrim), Plymouth enclosed with the amendment.

Date of initial notice in: May 7, 2019 County, Massachusetts Renewed Facility Operating License (84 FR 19970). Date of amendment request: No. DPR-22: Amendment revised the The Commissions related evaluation November 16, 2018, as supplemented by Facility Operating License and of the amendments is contained in a letters dated November 16, 2018; April Technical Specifications.

Safety Evaluation dated August 28, 17, 2019; and July 29, 2019. Date of initial notice in: May 22, 2018 2019. Brief description of amendment: The (83 FR 23735). The supplemental letters No significant hazards consideration amendment revised Renewed Facility dated March 13, 2019, and May 15, comments received: No. Operating License No. DPR-35 to reflect 2019, provided additional information Exelon Generation Company, LLC, the indirect transfer of Pilgrim Renewed that clarified the application, did not Docket No. 50-289, Three Mile Island Facility Operating License No. DPR-35 expand the scope of the application as Nuclear Station, Unit 1 (TMI-1), and the general license for the Pilgrim originally noticed, and did not change Dauphin County, Pennsylvania Independent Spent Fuel Storage the staffs original proposed no Installation from Entergy Nuclear significant hazards consideration Date of amendment request: July 25, Operations, Inc. (ENOI) to Holtec determination as published in the 2018, as supplemented by letter dated International; the name change for Federal Register.

March 6, 2019. Entergy Nuclear Generation Company to The Commissions related evaluation Brief description of amendment: The Holtec Pilgrim, LLC; and the direct of the amendment is contained in a amendment revised the TMI-1 Renewed transfer of ENOIs operating authority to Safety Evaluation dated August 29, Facility Operating License and the Holtec Decommissioning International, 2019.

associated Technical Specifications LLC. No significant hazards consideration (TSs) to permanently defueled TSs, Date of issuance: August 27, 2019. comments received: No.

consistent with the permanent cessation Effective date: As of the date of of reactor operation and permanent PSEG Nuclear LLC, Docket No. 50-354, issuance and shall be implemented defueling of the reactor. The Hope Creek Generating Station, Salem within 30 days of issuance.

amendment also changed the current Amendment No.: 249. A publicly- County, New Jersey licensing basis mitigation strategies for available version is in ADAMS under Date of amendment request: April 18, flood mitigation and aircraft impact Accession No. ML19235A050; 2019.

protection in the air intake tunnel. documents related to this amendment Brief description of amendment: The Date of issuance: August 29, 2019. are listed in the Safety Evaluation amendment revised Hope Creek Effective date: The amendment is referenced in the letter dated August 22, Generating Station Technical khammond on DSKJM1Z7X2PROD with NOTICES effective following the docketing of the 2019 (ADAMS Accession No. Specification (TS) 3.6.5.1, Secondary certifications required by 10 CFR ML19170A101). Containment Integrity, Surveillance 50.82(a)(1)(i) and (ii) that TMI-1 has Renewed Facility Operating License Requirements (SRs) 4.6.5.1.a and been permanently shut down and No. DPR-35: The amendment revised 4.6.5.1.b.2.a. SR 4.6.5.1.a is revised to defueled. The amendment shall be the Renewed Facility Operating License address conditions during which the implemented within 30 days of the and Technical Specifications. secondary containment pressure may effective date of the amendment, but Date of initial notice in: January 31, not meet the SR pressure requirements.

will not exceed December 31, 2019. 2019 (84 FR 816). SR 4.6.5.1.b.2.a is modified to VerDate Sep<11>2014 17:37 Sep 23, 2019 Jkt 247001 PO 00000 Frm 00108 Add-084 Fmt 4703 Sfmt 4703 E:\FR\FM\24SEN1.SGM 24SEN1

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/ Vol. 84, No. Filed: 01/10/2020 185 / Tuesday, September Page 116 of 158 24, 2019 / Notices 50087 acknowledge that both secondary The Commissions related evaluation Date of initial notice in Federal containment access openings may be of the amendment is contained in a Register: January 16, 2018 (83 FR simultaneously open for entry and exit. Safety Evaluation dated September 4, 2231). The supplemental letter dated Additionally, TS Definitions 1.39.d and 2019. June 18, 2018, and as subsequently 1.39.g are revised to conform to the No significant hazards consideration revised by letter dated November 19, changes to these two SRs. comments received: No. 2018, and supplemented by letter dated Date of issuance: September 6, 2019. January 25, 2019, provided additional Effective date: As of the date of Tennessee Valley Authority (TVA) information that clarified the issuance and shall be implemented Docket Nos. 50-259, 50-260, and 50- application, did not expand the scope of within 60 days of the date of issuance. 296, Browns Ferry Nuclear Plant the application as originally noticed, Amendment No.: 218. A publicly- (Browns Ferry), Units 1, 2, and 3, and did not change the NRC staffs available version is in ADAMS under Limestone County, Alabama original proposed no significant hazards Accession No. ML19205A306; TVA Docket Nos. 50-327 and 50-328, consideration determination as documents related to this amendment Sequoyah Nuclear Plant (Sequoyah), published in the Federal Register.

are listed in the Safety Evaluation Units 1 and 2, Hamilton County, The Commissions related evaluation enclosed with the amendment. Tennessee of the amendments is contained in a Renewed Facility Operating License Safety Evaluation dated August 27, No. NPF-57: The amendment revised TVA Docket Nos. 50-390 and 50-391, Watts Bar Nuclear Plant (Watts Bar), 2019.

the Renewed Facility Operating License No significant hazards consideration and TSs. Units 1 and 2, Rhea County, Tennessee comments received: No.

Date of initial notice in Federal Date of amendment request:

Dated at Rockville, Maryland, this 18th day Register: June 4, 2019 (84 FR 25839). November 17, 2017, as supplemented by of September 2019.

The Commissions related evaluation letter dated June 18, 2018, and as of the amendment is contained in a For the Nuclear Regulatory Commission.

subsequently revised by letter dated Safety Evaluation dated September 6, Jessica A. Bielecki, November 19, 2018, and supplemented 2019. by letter dated January 25, 2019. Acting Deputy Director, Division of Operating No significant hazards consideration Reactor Licensing, Office of Nuclear Reactor Brief description of amendments: The Regulation.

comments received: No. amendments added a new level of

[FR Doc. 2019-20507 Filed 9-23-19; 8:45 am]

Southern Nuclear Operating Company, protection regarding unbalanced BILLING CODE 7590-01-P Inc., Georgia Power Company, voltage to the Technical Specifications Oglethorpe Power Corporation, (TSs) for the loss of power Municipal Electric Authority of Georgia, instrumentation. Implementation of NUCLEAR REGULATORY City of Dalton, Georgia, Docket Nos. 50- these amendments provides for COMMISSION 321 and 50-366, Edwin I. Hatch Nuclear equipment protection from the effects of Plant (Hatch), Unit Nos. 1 and 2, an unbalanced voltage in a similar fashion to the existing degraded and [Docket No. 030-29462; NRC-2019-0167]

Appling County, Georgia loss of voltage protection schemes.

Date of amendment request: October Consideration of License Amendment Specifically, the amendments added a 17, 2018. Request for Exemption to NRCs new condition to TS 3.3.8.1 and revised Brief description of amendments: The Regulations to Remove Radioisotope TS Table 3.3.8.1-1 for Browns Ferry, amendments modified the required Thermoelectric Generators From the and added a new condition to TS 3.3.5 actions associated with the Hatch, Unit Department of the Navy Master and revised TS Table 3.3.5-1 for Nos. 1 and 2, Technical Specification Material License No. 45-23645-01NA; Sequoyah and Watts Bar to reflect the (TS) 3.6.4.1, Secondary Containment, Permit No. 45-4650-N1NP; Naval implementation of the Class 1E to allow up to 7 days to determine and Nuclear Power Unit unbalanced voltage relays for Browns correct the cause of secondary Ferry, Sequoyah, and Watts Bar TSs loss AGENCY: Nuclear Regulatory containment degradation when at least of power instrumentation. Commission.

one combination of standby gas Date of issuance: August 27, 2019. ACTION: Environmental assessment and treatment subsystems can maintain adequate secondary containment Effective date: As of the date of finding of no significant impact; vacuum. issuance and shall be implemented issuance.

Date of issuance: September 4, 2019. within 120 days of issuance.

Effective date: As of the date of Amendment Nos.: 309, 332, and 292

SUMMARY

The U.S. Nuclear Regulatory issuance and shall be implemented (Browns Ferry, Units 1, 2, and 3 Commission (NRC) is granting an within 90 days of issuance. respectively); 345 and 339 (Sequoyah, exemption under its regulations to the Amendment Nos.: 298 (Unit 1) and Units 1 and 2, respectively); and 128 U.S. Navy from the decommissioning 243 (Unit 2). A publicly-available and 31 (Watts Bar, Units 1 and 2, requirements as it relates to six version is in ADAMS under Accession respectively). A publicly-available Radioisotope Thermoelectric Generators No. ML19198A104; documents related version is in ADAMS under Accession (RTGs). The approval would allow the to these amendments are listed in the No. ML18277A110; documents related in-situ abandonment of six RTGs on the Safety Evaluation enclosed with the to these amendments are listed in the ocean bottom and subsequent termination of Naval Radioactive khammond on DSKJM1Z7X2PROD with NOTICES amendments. Safety Evaluation enclosed with the Renewed Facility Operating License amendments. Materials Permit No. 45-4650-N1NP, Nos. DPR-57 and NPF-5: Amendments Renewed Facility Operating License Naval Nuclear Power Unit, Port revised the Renewed Facility Operating Nos. DPR-33, DPR-52, DPR-68, DPR- Hueneme, California.

Licenses and TSs. 77, and DPR-79, and Facility Operating DATES: The environmental assessment Date of initial notice in Federal License Nos. NPF-90 and NPF-96: The and finding of no significant impact Register: March 26, 2019 (84 FR amendments revised the Facility referenced in this document are 11342). Operating Licenses and TSs. available on September 24, 2019.

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USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 117 of 158 UNITED STATES OF AMERICA NUCLEAR REGULATORY COMMISSION COMMISSIONERS:

Kristine L. Svinicki, Chairman Jeff Baran Annie Caputo David A. Wright In the Matter of ENTERGY NUCLEAR OPERATIONS, INC., Docket Nos. 50-293-LT ENTERGY NUCLEAR GENERATION 72-1044-LT COMPANY, HOLTEC INTERNATIONAL, AND HOLTEC DECOMMISSIONING INTERNATIONAL, LLC (Pilgrim Nuclear Power Station)

CLI-19-11 MEMORANDUM AND ORDER I. INTRODUCTION On August 22, 2019, the NRC Staff issued an order approving the direct and indirect transfers of the renewed facility operating license for the Pilgrim Nuclear Power Station and the general license for the Pilgrim Independent Spent Fuel Storage Installation (ISFSI) (collectively, the facility). 1 The Staff also issued on the same day a related regulatory exemption allowing Holtec Pilgrim, LLC, as the licensed owner of the facility, and Holtec Decommissioning International, LLC (HDI), as the licensed operator for decommissioning the facility, to use a portion of the funds in the Pilgrim decommissioning trust fund to pay for spent fuel management 1

Order Approving Direct and Indirect Transfer of License and Conforming Amendment (Aug.

22, 2019) (ADAMS accession no. ML19170A265) (Order Approving Transfers).

Add-086

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 118 of 158 and site restoration activities. 2 The Staff subsequently informed us and the litigants that the proposed license transfer transaction closed on August 26, 2019, and that on August 27, 2019, the Staff issued a conforming license amendment to Holtec Pilgrim and HDI to reflect the license transfer and an associated name change (from Entergy Nuclear Generation Company to Holtec Pilgrim). 3 The Commonwealth of Massachusetts (Commonwealth) and Pilgrim Watch seek a stay of the effectiveness of both the Staffs order approving the license transfer and of the issued exemption. 4 The applicants oppose the requests. 5 For the reasons outlined below, we deny the requests for a stay. As we emphasize below, however, the Staffs order is not the agencys final action on the license transfer application and exemption request. This adjudicatory proceeding continues separate from the Staffs review. The Staffs order therefore remains subject to our authority to modify, condition, or rescind, depending on this proceedings outcome. Our decision today speaks only to timingwhether the Staffs order should be stayed pending the resolution of this adjudicatory proceeding. We conclude that the immediate 2

See Exemption (Aug. 22, 2019) (ML19192A086) (Exemption); Exemption; Issuance, 84 Fed.

Reg. 45,178 (Aug. 28, 2019); see also Environmental Assessment and Finding of No Significant Impact; Issuance, 84 Fed. Reg. 43,186 (Aug. 20, 2019) (Exemption EA).

3 See Amendment No. 249 to DPR-35, attached as Encl. 1 to Letter from Scott Wall, NRC, to Pierre Paul Oneid, Holtec International, and Pamela Cowan, HDI (Aug. 27, 2019)

(ML19235A050) (License Amendment); see also Notification of Issuance of Conforming Amendment (Aug. 27, 2019) (ML19239A410).

4 See Application of the Commonwealth of Massachusetts for a Stay of the Effectiveness of the Nuclear Regulatory Commission Staffs Actions Approving the License Transfer Application and Request for an Exemption to Use the Decommissioning Trust Fund for Non-Decommissioning Purposes (Sept. 3, 2019) (Commonwealths Stay Application); Pilgrim Watch Motion under 10 C.F.R. § 2.1327 to Stay Staff Order of August 22, 2019 (Sept. 3, 2019) (PWs Motion to Stay Order); Pilgrim Watch Motion under 10 C.F.R. § 2.323 to Stay Staff Order of August 22, 2019 Granting Exemption (Sept. 3, 2019) (PWs Motion to Stay Exemption).

5 See Applicants Answer Opposing the Application of the Commonwealth of Massachusetts for a Stay (Sept. 13, 2019) (Applicants Answer to Commonwealth); Applicants Answer Opposing Pilgrim Watchs Stay Motions (Sept. 13, 2019) (Applicants Answer to PW).

Add-087

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 119 of 158 effectiveness of the Staffs order will not limit our ability through this proceeding to address and, if warranted, to remedy the asserted deficiencies that the Commonwealth and Pilgrim Watch have raised regarding the license transfer.

II. BACKGROUND This proceeding concerns a license transfer application filed by Entergy Nuclear Operations, Inc. (ENOI), on behalf of itself and Entergy Nuclear Generation Company (ENGC),

Holtec International (Holtec), and HDI (together, the Applicants). As outlined in the application, the license transfer would be effectuated pursuant to the terms of an Equity Purchase and Sale Agreement, under which the equity interests in ENGC would transfer from ENGCs parent companies to Holtec; ENGCs name would be changed to Holtec Pilgrim (as the licensed owner); and the operating authority to conduct licensed activities at Pilgrim would transfer from ENOI to HDI.6 The NRC published a notice of the license transfer application and provided an opportunity for comment and to request a hearing. 7 The Commonwealth and Pilgrim Watch each filed a request for hearing and petition to intervene challenging the application. 8 We are reviewing the intervention petitions.

When there is no hearing request on a license transfer application, the Staff alone will conduct a review of the application (unless we were to review the application on our own 6

In addition, Entergy states that Holtec (through its subsidiary HDI) has formed Comprehensive Decommissioning International, LLC (CDI), a jointly-owned company with SNC-Lavalin Groups subsidiary, Kentz USA Inc. CDI is majority-owned by HDI. Letter from A. Christopher Bakken III, ENOI, to NRC Document Control Desk (Nov. 16, 2018) (ML18320A031) (Bakken Letter).

7 Pilgrim Nuclear Power Station; Consideration of Approval of Transfer of License and Conforming Amendment, 84 Fed. Reg. 816 (Jan. 31, 2019) (Hearing Opportunity Notice).

8 See Commonwealth of Massachusetts Petition for Leave to Intervene and Hearing Request (Feb. 20, 2019); Pilgrim Watch Petition for Leave to Intervene and Hearing Request (Feb. 20, 2019) (PW Petition to Intervene).

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USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 120 of 158 initiative, an unusual step). But if the NRC receives a hearing request on a license transfer application, we will review the intervention petition to determine if it satisfies the threshold standards for granting a hearing. The Staffs technical review and the Commissions adjudicatory review may overlap, but they are separate reviews, each of which must be completed and satisfied before a license transfer approval can be considered final.

NRC regulations anticipate that the Staff may complete its review of a license transfer application before the adjudication has concluded. The regulations specify that despite a pending adjudicatory proceeding, the Staff is expected to promptly issue approval or denial of the application, consistent with the findings in its Safety Evaluation Report (SER). 9 The Staff, therefore, generally issues an immediately effective order approving a license transfer although a hearing on the application, or a Commission decision on petitions for hearing, remains pending. 10 But a license transfer application will lack the agencys final approval until and unless the Commission concludes the adjudication in the Applicants favor. 11 While license transfer applicants may act in reliance on a Staff order approving an application, we have emphasized that both the transferor and transferee do so at their own risk in the event that the 9

See 10 C.F.R. § 2.1316(a).

10 See, e.g., Power Authority of the State of New York (James A. FitzPatrick Nuclear Power Plant; Indian Point, Unit 3), CLI-00-22, 52 NRC 266, 286 & n.1 (2000) (granting hearing requests although the Staff had issued orders approving both license transfers and the companies had closed on the sale of the two nuclear reactor plants); Power Authority of the State of New York (James A. Fitzpatrick Nuclear Power Plant; Indian Point, Unit 3), CLI-01-14, 53 NRC 488 (2001) (declining, following a hearing on the merits, to disturb the Staffs approval of the license transfers); Vermont Yankee Nuclear Power Corp. and AmerGen Vermont, LLC (Vermont Yankee Nuclear Power Station), CLI-00-17, 52 NRC 79, 83 (2000) (intervention petitions were pending before the Commission although the Staff had issued order approving the transfer); Entergy Nuclear Operations, Inc. and Entergy Nuclear Palisades, LLC (Palisades Nuclear Plant), CLI-08-19, 68 NRC 251, 257 n.8 (2008) (decision on intervention petitions issued after Staff had issued order approving transfer).

11 See Vermont Yankee, CLI-00-17, 52 NRC at 83.

Add-089

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 121 of 158 Commission later determines that intervenors have raised valid objections to the license transfer application. 12 Because this adjudicatory proceeding remains pending, the Staffs order approving the license transfer includes the following condition:

The NRC Staffs approval of this license transfer is subject to the Commissions authority to rescind, modify, or condition the approved transfer based on the outcome of any post-effectiveness hearing on the license transfer application. For example, if the Commission overturns the NRC staffs approval of this license transfer, this Order and any conforming amendments reflecting this transfer, will be rescinded, and the Applicants must return the plant ownership to the status quo ante and revert to the conditions existing before the transfer. 13 The NRCs procedural regulations for license transfers are based on the presumption rooted in agency historical experiencethat license transfers in general do not result in a significant impact on public health, safety, or the environment. 14 While ensuring that an applicant demonstrates financial qualifications is a key part of the Staffs review, the applicants financial capabilities ultimately are important over the long term, but have no direct or immediate impact on the day-to-day activities at a facility. 15 Accordingly, the license transfer regulations also generically establish that a license amendment that does no more than conform the license to reflect the transfer action involves no significant hazards consideration and therefore may be issued any time after the Staff has 12 See id.; see also FitzPatrick/Indian Point, CLI-00-22, 52 NRC at 286 n.1 (noting that notwithstanding the Staffs orders approving the license transfers, the Commission could modify the license or require the Applicants to return the plant ownership to the status quo ante).

13 See Order Approving Transfers at 6, Condition (2).

14 See Streamlined Hearing Process for NRC Approval of License Transfers, Final Rule, 63 Fed.

Reg. 66,721, 66,728 (Dec. 3, 1998) (Safety Evaluation Reports (SERs) prepared in connection with previous license transfers confirm that such transfers do not, as a general matter, have significant impacts on the public health and safety) (Streamlined Process); see also, e.g.,

10 C.F.R. § 51.22(c)(21) (rule generically finding that absent special circumstances, approvals of direct and indirect license transfers and any associated amendments required to reflect the approvals, do not individually or cumulatively have a significant effect on the environment).

15 See Streamlined Process, 63 Fed. Reg. at 66,722.

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USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 122 of 158 reviewed and approved a proposed license transfer. 16 The NRCs no significant hazards consideration determination affects only the timing of a potential hearing. Pursuant to section 2.1316, the Staff issued its order approving the Pilgrim license transfer despite this pending proceeding. To reflect the transfer, it also issued the related license amendment after concluding that the amendment involves no significant hazards consideration. 17 The Staffs conclusion on the no significant hazards consideration is final, subject only to the Commissions discretion, on its own initiative, to review the determination. 18 We have inherent supervisory authority to stay the Staffs action or to rescind a license amendment. We decline to review the Staffs finding here. 19 III. DISCUSSION Although we can take corrective action if intervenors prevail in challenging a license transfer application, NRC regulations also provide the opportunity to seek a stay of a Staff order.

Section 2.1327 governs applications to stay the effectiveness of the Staffs order on a license transfer application. In determining whether to grant or deny a stay, we consider the following four factors: (1) whether the requestor will be irreparably injured unless a stay is granted; 16 See 10 C.F.R. § 2.1315; Streamlined Process, 63 Fed. Reg. at 66,728.

17 See Safety Evaluation by the Office of Nuclear Reactor Regulation Related to the Request for Direct and Indirect Transfers (Aug. 22, 2019) (ML19170A250) (SER), at 25; see also Hearing Opportunity Notice, 84 Fed. Reg. at 817; License Amendment.

18 See 10 C.F.R. § 50.58(b)(6); Carolina Power & Light Co. (Shearon Harris Nuclear Power Plant), CLI-01-7, 53 NRC 113, 118 (2001).

19 As we discuss later in this decision, the license amendment involved the deletion of specific license conditions of a financial nature. The deletion of the financial conditions does not involve any safety concerns that would render the license amendment unsuitable for a no significant hazards consideration determination. See 10 C.F.R. § 50.92 (outlining the factors considered in making a no significant hazards consideration finding); see also infra at 21-22, 30 (addressing why the deletion of License Condition J (4) poses neither an immediate nor irreparable harm).

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USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 123 of 158 (2) whether the requestor has made a strong showing that it is likely to prevail on the merits; (3) whether the granting of a stay would harm other participants; and (4) where the public interest lies. 20 We long have considered the most crucial factor to be whether denying a stay will cause irreparable harm to the party requesting the stay. 21 The entity seeking a stay must show that it faces imminent, irreparable harm that is both certain and great. 22 Irreparable injury must be actual and not theoretical. 23 It is not merely injury that is feared as liable to occur at some indefinite time. 24 Similarly, the possibility of some irreparable injury occurring in the remote future does not constitute the imminent likely harm that justifies granting a stay. 25 The injury must be of such imminence that there is a clear and present need for equitable relief to prevent irreparable harm from occurring pending a decision on the merits. 26 Here, neither the Commonwealth nor Pilgrim Watch has established that they are likely to suffer imminent, irreparable harm pending the outcome of this proceeding.

20 See 10 C.F.R. § 2.1327(d). The same four-part test is considered in ruling on a request for a stay of the effectiveness of a presiding officer decision. See 10 C.F.R. § 2.342(e). The standard restates the principles of equity commonly considered by courts when ruling on stay requests or similar forms of temporary injunctive relief.

21 See, e.g., Vermont Yankee, CLI-00-17, 52 NRC at 83; Public Service Co. of New Hampshire (Seabrook Station, Units 1 and 2), CLI-90-3, 31 NRC 219, 258 (1990).

22 Vermont Yankee LLC, and Entergy Nuclear Operations, Inc. (Vermont Yankee Nuclear Power Station), CLI-06-8, 63 NRC 235, 237 (2006) (quoting Wisconsin Gas Co. v. FERC, 758 F.2d 669, 674 (D.C. Cir. 1985)); see also Southern Nuclear Operating Co. (Vogtle Electric Generating Plant, Units 3 and 4), CLI-12-11, 75 NRC 523, 529 (2012); Cuomo v. NRC, 772 F.2d 972, 976 (D.C. Cir. 1985).

23 See Wisconsin Gas, 758 F.2d at 674.

24 Id. (internal quotation and citation omitted).

25 See Winter v. Natural Resources Defense Council, Inc., 555 U.S. 7, 22 (2008).

26 See Wisconsin Gas, 758 F.2d at 674 (internal quotation omitted).

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USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 124 of 158 A. Irreparable Harm

1. The Commonwealth

a. Drawdown of Decommissioning Trust Funds In addressing irreparable harm, the Commonwealth makes three claims. It first argues that without a stay, the license transfer order will likely make it impossible to complete decommissioning or will lead to irreversible consequences if regulatory or financial concerns require a change from HDIs intended prompt decommissioning under the DECON decommissioning option to a different, longer-term approach such as the SAFSTOR decommissioning option. 27 The Commonwealth rests its claim on a cashflow analysis prepared by HDI, which depicts HDIs projected year-by-year withdrawals from the decommissioning trust fund to pay for decommissioning, spent fuel management, and site restoration activities at Pilgrim. The 27 See Commonwealths Stay Application at 7; Second Declaration of Warren K. Brewer (Sept.

3, 2019), at ¶ 15 (Brewer Decl.). Holtec Pilgrim and HDI intend to implement the DECON method of decommissioning. Under the DECON approach, the structures, equipment, and portions of the facility that contain radioactive contaminants are removed or decontaminated to a level that permits termination of the license shortly after cessation of operations. HDIs goal is to complete decommissioning and site restoration and to release the non-ISFSI portions of the site for unrestricted use within eight years after license transfer. See Application for Order Consenting to Direct and Indirect Transfers of Control of Licenses and Approving Conforming License Amendment; and Request for Exemption from 10 CFR 50.82(a)(8)(i)(A) (License Transfer Application), at 4. The license transfer application is attached as Encl. 1 to the Bakken Letter; the cover letter and application are available together under ADAMS accession number ML18320A031.

If this license transfer is not approved, ENOI plans (as had been its intention prior to the proposed transfer) to implement the SAFSTOR decommissioning approach, under which it intends to dismantle and decontaminate the facility during the years 2074 to 2078, terminate the license in 2079, and complete site restoration by 2080. See Pilgrim Post-Shutdown Decommissioning Activities Report (Entergy PSDAR), at 7, attached to Letter from Mandy Halter, ENOI, to NRC Document Control Desk (Nov. 16, 2018) (ML18320A034). Under SAFSTOR, after reactor fuel and radioactive fluids are removed, the facility is left intact for a long-term dormant period that allows for radioactivity levels to be significantly reduced; after this dormant period, the facility is dismantled and decontaminated to levels that permit license termination.

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USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 125 of 158 Commonwealth focuses on HDIs projected trust fund withdrawals over the next seventeen months. Specifically, the Commonwealth states that Holtec projects that it will spend over $138 million in 2019 and about $164 million in 2020. Therefore Holtec will draw over $303 million from the Trust Fund during the first [seventeen] months of the decommissioning, site restoration, and spent fuel management workan amount reflecting twenty-nine percent of the value of the trust fund at license transfer. 28 The Commonwealth goes on to claim that this drawdown of funds in the first seventeen months of HDIs work at Pilgrim will likely mean that if Holtec falters or if regulatory or financial concerns . . . require a modified decommissioning approach, there will not be sufficient funds remaining in the decommissioning trust fund for another entity to complete the decommissioning work, nor sufficient funds left in the trust fund to change from HDIs intended accelerated decommissioning under DECON to a decommissioning approach involving a longer timetable, such as SAFSTOR or a delayed DECON approach. 29 More specifically, the Commonwealth argues that HDIs decommissioning efforts implementing DECON may leave the facility in such a state as to preclude a transition to SAFSTOR, rendering meaningless the NRCs ability to alter the decommissioning approach in the event of a shortfall in decommissioning funds or of an NRC determination that . . . Holtec is technically unsuited to perform the work as planned. 30 Relatedly, the Commonwealth contends that if the DECON process is halted and a switch made to SAFSTOR after gaps or holes have 28 See Commonwealths Stay Application at 7-8; Brewer Decl. ¶¶ 5, 15. Specifically, for 2019 HDI projects to spend approximately $85 million for license termination (radiological decommissioning) activities, $54 million for spent fuel management activities, and $18,000 for site restoration activities. For 2020, HDI projects to spend approximately $79 million for license termination activities, $85 million for spent fuel management activities, and $28,000 for site restoration activities. See SER, Att. 1, Closing Balance Calculations.

29 See Commonwealths Stay Application at 7-8; Brewer Decl. ¶ 15.

30 Commonwealths Stay Application at 7-8.

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USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 126 of 158 been made in the containment but not all of the material has been removed from within the containment, the containment would not serve as a long-term weather-tight barrier to the spread of contamination and remedial work would be required to return the containment to a condition consistent with SAFSTOR. 31 The Commonwealth goes on to explain that if decommissioning begins under DECON but in the future a decision is made to change to SAFSTOR, there may not be sufficient time for the depleted decommissioning fund to earn enough interest to cover the decommissioning costs associated with the switch. 32 The Commonwealth claims that as a result local Massachusetts residents will be exposed to increased safety and health hazards. 33 We find these claims insufficient to establish irreparable harm. First, pursuant to the condition imposed in the Staffs order, we can require the Applicants to return the plant ownership to the status quo ante and revert to the conditions existing before the transfer. 34 If warranted, therefore, the NRC can require the Applicants to return the ownership of the plant to ENGC and ENOI and can further require the Applicants (which include ENGC and ENOI) to restore the trust fund to the amount existing at the time of the transfer.

As we earlier stated, while the Applicants are free to rely on the Staffs order approving a license transfer, they do so at their own risk if an adjudicatory proceeding remains pending.

Based on the results of this proceeding, we can condition the license and/or the exemption, require additional financial assurance, or take other appropriate action including requiring a return to the original conditions existing before the transfer.

31 Brewer Decl. ¶ 15. The Commonwealth similarly claims that once holes or openings have been created in other structures (other than the containment) additional work would be required to restore the structures to an acceptable state for long-term storage. See id.

32 See id.

33 Commonwealths Stay Application at 8.

34 See Order Approving Transfers at 6, Condition (2).

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USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 127 of 158 Second, the Commonwealth has not shown that HDIs projected trust fund withdrawals in the short term would render the fund either insufficient to allow another entity to take over and complete the decommissioning or insufficient to permit a change to a longer-term decommissioning method. In effect, the Commonwealth suggests that HDI will spend the next seventeen months focused only on performing decommissioning tasks specific to DECON, such as dismantling large facility components. Essentially, the Commonwealths argument implies that if either another entity must take over the decommissioning, or a change to a longer-term decommissioning method must be implemented, the tasks performed during the initial seventeen-month period will not have advanced the decommissioning effort.

But much of the work that HDI intends to do in the next year and a half centers on spent fuel management, and it is the same kind of work that ENOI planned to do during this time. Of the $164 million in Holtecs projected expenses for 2020 that the Commonwealth references, for example, over half of the expenses$85 millionare projected for spent fuel management activities, not decommissioning activities; and in 2019 over a third of Holtecs projected expenses$54 millionare for spent fuel management activities. Entergy, similarly, expected during this same initial period to spend significant amounts from the trust fund on spent fuel management activities. 35 In short, both under HDIs DECON-based decommissioning approach and under ENOIs SAFSTOR-based approach, a significant part of the work to be performed at Pilgrim beginning in 2019 and extending into 2021 is for spent fuel management.

Consequently, a large portion of the projected withdrawals from the decommissioning trust fund over the next seventeen months will go towards work that would have been done regardless of the decommissioning method chosen or the licensee performing the work.

Specifically, out of the referenced $303 million that HDI intends to withdraw during the initial 35 See Entergy PSDAR, Attach. 1, Site-Specific Decommissioning Cost Estimate for the Pilgrim Nuclear Power Station, § 3, at 26 (projecting to spend for spent fuel management work approximately $60 million in 2019 and approximately $55 million in 2020).

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USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 128 of 158 seventeen months, close to half ($149 million) will be for spent fuel management. This work, which includes transferring the spent fuel from the wet storage pool to dry storage and expanding the facilitys dry storage capacity, would be done whether HDI or ENOI is the licensed operator of Pilgrim.

Third, HDI affirms that between now and mid-2021 at the earliest, during which time it will be engaged in a campaign to transfer the spent fuel to the ISFSI, there will be no activity which would prevent the plant from returning to SAFSTOR, or require significant additional expenditure to do so. 36 If HDI undertakes any decommissioning action inconsistent with that representation pending this proceeding, it and the other Applicants would bear the risk of the consequences if we were to disapprove the license transfer.

Fourth, the Commonwealth has not shown that the projected withdrawals in the short term from the trust fund would leave the fund with less than the amount necessary to change to a longer-term decommissioning approach. Based on HDIs projected $303 million drawdown from the trust fund over the first seventeen months after the license transfer, the amount left in the fund at the end of 2020 ($742 million) is comparable to the amount that ENOI estimated would remain in the fund at the end of 2020 ($776 million). And yet ENOI still projected the trust fund to have over $150 million remaining, unspent, in 2080 at license terminationfollowing SAFSTOR-based decommissioning, the ISFSI decommissioning, and site restoration. 37 The Commonwealth has not shown that HDIs trust fund withdrawalspending the outcome of this adjudicationwill cause irreparable harm.

36 See Declaration of Pamela B. Cowan ¶ 3 (Cowan Decl.), attached to Applicants Answer to Commonwealth.

37 See Pilgrim Nuclear Power Station Updated Spent Fuel Management Plan, Table 5, Annual Cashflow Analysis, at 13, attached as Attach. 1 to Letter from Mandy Halter, ENOI, to NRC Document Desk (Nov. 16, 2018) (ML18320A036).

Add-097

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 129 of 158 Fifth, the Commonwealths claims regarding a potential need to alter the decommissioning approach or to change the licensee are in turn premised on uncertain events occurring in the next year and a halfe.g., if Holtec falters; if regulatory or financial concerns

. . . require a modified decommissioning approach. 38 These claims underscore the uncertain nature of the Commonwealths asserted injury. For example, the Commonwealth claims that HDIs intended decommissioning approach may need to be changed because of an NRC determination that . . . Holtec is technically unsuited to perform the work as planned. 39 As the Commonwealth notes, the Staff requested that the Applicants provide additional information to demonstrate that HDIs management and technical support organization would have sufficient resources to conduct licensed activities concurrently at the Oyster Creek and Pilgrim facilities. 40 The Commonwealth does not specifically contest HDIs response to the NRC regarding its ability to conduct decommissioning activities concurrently at both the Pilgrim and Oyster Creek facilities, but it questions HDIs ability to conduct activities concurrently at six different reactors.

More specifically, following the NRCs request for additional information, Entergy announced its intention to sell the Indian Point Units 1, 2, and 3 to Holtec. 41 Additionally, Holtec 38 See Commonwealths Stay Application at 7; see also Brewer Decl. at ¶15 (if HDI is not able to manage and execute six decommissioning projects, then it is possible that sufficient funding will not remain in the decommissioning trust funds to permit another vendor to complete the decommissioning work or to change the decommissioning approach).

39 See Commonwealth Stay Application at 8. The Commonwealths argument that Holtec is technically unsuited to perform the decommissioning work is based on its claim that Holtecs acquisition of additional plants to decommission may over-extend technical capabilities and resources. The Commonwealth otherwise has not challenged HDIs technical qualifications; the Commonwealth did not, for example, challenge any aspect of the technical qualifications discussion in the license transfer application.

40 See E-mail from Scott Wall, NRC, to Philip Couture III, ENOI, Re: Request for Additional Information (Mar. 21, 2019) (ML19086A349); see also SER at 20-21. The Staff in its SER found HDIs response acceptable. See id. at 20-23.

41 See Brewer Decl. ¶ 11 & n.8.

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USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 130 of 158 has stated that it intends also to acquire the Palisades Nuclear Generating Station. The Commonwealth therefore questions whether Holtecs resources or capabilities ultimately will be over-extended if it becomes responsible for decommissioning as many as six reactors at four nuclear power stations. 42 The Commonwealth argues that Holtec has not provided specific information for the NRC to evaluate its ability to act as owner, licensee, and decommissioning agent for six commercial nuclear reactors on schedule and within budget. 43 But these concerns do not pose an imminent irreparable injury to the Commonwealth.

First, the Applicants state that there is no imminent overlap in the decommissioning of the six reactors because Holtecs planned acquisitions of the Indian Point and Palisades plants will not occur before those plants cease operation, in April 2021 and spring 2022, respectively. 44 Further, Holtecs potential future purchase of Indian Point and Palisades would require separate, additional NRC license transfer reviews. These reviews would encompass Holtecs technical qualifications to carry out licensed activities at the additional respective plants. Just as the Staff specifically examined HDIs technical capability to conduct decommissioning activities concurrently at the Pilgrim and Oyster Creek facilities, the NRC would need to ensure that HDI has the technical capabilities and related resources to conduct licensed activities at each facility before approving future license transfer applications. In any event, the Commonwealth has not shown how it will be irreparably harmed during this proceeding by Holtecs potential future acquisition of these additional plants.

In short, the Commonwealth has not shown that the projected trust fund withdrawals during the 2019-20 period would make a potential change to another licensee or another decommissioning approach either financially or technically infeasible, or would otherwise make 42 See id. ¶ 11.

43 See id. ¶ 12.

44 See Applicants Answer to Commonwealth at 3, 5; see also Cowan Decl. ¶ 5.

Add-099

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 131 of 158 it impossible to decommission the Pilgrim facility. It has not shown that HDIs trust fund withdrawals during this adjudication will cause the Commonwealth certain, great, and irreparable harm. And most critically, the Pilgrim license is expressly conditioned. Based on the results of this proceeding, the Commission may modify the license or the issued exemption or may disapprove the license and order a return to the conditions existing prior to the license transfer.

b. Truck Shipments of Waste The Commonwealth next claims that it will suffer irreparable health, safety, and infrastructure harm from frequent waste shipments over local roads, which the Commonwealth claims will increase the risks of accidents, affect traffic flow, damage infrastructure, and cause noise, dust, and air pollution. 45 The Commonwealth bases its claim on HDIs estimated radioactive waste volume of 1.4 million cubic feet. While noting that this amount is bound by the 1.5 million cubic feet of radioactive waste considered in the NRCs generic environmental impact statement for decommissioning (Decommissioning GEIS), the Commonwealths affiant states generally that waste volume is often underestimated. 46 He also claims that the estimated 1.4 million cubic feet of waste [i]f shipped by truck, . . . could easily require more than 1,400 separate truck shipments just for radioactive waste alone. 47 He goes on to state that his estimate of 1,400 truck shipments for the radioactive waste reflects more than double the 671 truck shipments that the NRCs Decommissioning GEIS examined. He argues that there has 45 Commonwealths Stay Application at 8.

46 See Brewer Decl. ¶ 16 n.13.

47 See id. ¶ 16; see also Commonwealths Stay Application at 8. The Commonwealths affiant derived his estimate of the number of truck shipments of radioactive waste by assuming that 1.4 million cubic feet of waste at 60 pounds per cubic foot results in 84 million pounds of waste; based on legal weight trucks carrying 60,000 pounds of waste per truck, he calculated that there would be 1,400 truck shipments of waste.

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USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 132 of 158 been no environmental analysis performed to evaluate this significantly greater number of truck shipments of radioactive waste. 48 The Commonwealths affiant also claims that neither Entergy nor Holtec provided information on the amount of non-radioactive waste that would need to be removed and shipped for disposal offsite. Based on information on the decommissioning experience at the Maine Yankee facility, which he states involved 150 million pounds of non-radioactive waste, the Commonwealths expert claims that the number of truck shipments of non-radioactive waste over the roads near Pilgrim could be two to three times his estimate of 1,400 truck shipments of radioactive waste; the Commonwealth states this would mean 2,400 to 3,400 total trips by truck. 49 The Commonwealths affiant adds that legacy wastewaste that was generated during operations and has been stored on sitetypically is removed and shipped within sixty days of the beginning of decommissioning under DECON to clear space on the site. He states that these shipments of legacy waste therefore will begin immediately. Based on these various claims, the Commonwealth argues that absent a stay, waste shipments by truck will begin immediately and will cause irreparable harm to local and state infrastructure, local health, safety, and the environment. 50 At the outset, we note that the Commonwealth raises in its stay application its concern about the environmental impacts of truck shipments of waste for the first time. The Commonwealth did not include these truck transportation arguments in its request for hearing.

Under NRC caselaw, [t]o qualify as irreparable harm justifying a stay, the asserted harm must 48 See Brewer Decl. ¶ 16.

49 See id. ¶ 16; Commonwealths Stay Application at 8.

50 See Commonwealths Stay Application at 8.

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USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 133 of 158 be related to the underlying contention(s) before the NRC. 51 The purpose of a stay would be to prevent an irreparable harm from occurring before we have had the opportunity to resolve the claim. But here these truck-related environmental impacts claims are not pending before us as part of the Commonwealths hearing request.

Moreover, we are not persuaded that the Commonwealth faces imminent irreparable harm from truck shipments of waste. First, as to the imminence of the truck shipments of waste (radioactive and non-radioactive) associated with the decommissioning process, the Applicants state that they will not start shipping any significant volumes of decommissioning-related waste until they begin the removal of the large components, which they only intend to undertake after they have concluded transferring the spent fuel to the ISFSIat the earliest in mid-2021. 52 The Applicants also state that shipments of legacy wasteswastes removed during early stages of plant shutdown and prior to the removal of large componentswould occur regardless of the license transfer (that is, regardless of whether the decommissioning approach chosen is DECON or SAFSTOR) and therefore would not be affected by a stay of the Staffs order. In addition, they state that such legacy waste shipments would not be materially different from regular shipments of waste from Pilgrim which have occurred over the life of the plant, and which must comply with applicable packaging, labeling, and transportation requirements to protect public health and safety. 53 51 See Vogtle, CLI-12-11, 75 NRC at 530-31 (2012) (internal quotation omitted).

52 See Cowan Decl. ¶ 4; see also id. ¶ 3 (spent fuel campaign to end mid-2021 at the earliest).

53 See id. ¶ 4.

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USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 134 of 158 The Commonwealth has not shown that shipments of legacy waste would be excessive, unusual, or otherwise would cause the Commonwealth an irreparable harm. 54 Nor did the Commonwealth link shipments of legacy waste to the transfer of the Pilgrim license.

We note, moreover, that the Commonwealths arguments do not acknowledge relevant representations that HDI made about its plans for waste transportation. HDI stated, for example, that it may also construct a barge slip and remove a portion of the waste by barge to reduce the number of shipments over local roadways and that in addition to trucks, it may also use railcars to transport the waste to a disposal facility. Similarly, the Applicants affiant states that Holtec plans to use a combination of approaches to transport the waste, including road, rail, and barge. 55 HDI also stated that truck shipments of waste would occur over an extended period of time and therefore would not result in a significant change to traffic density or patterns or to worker or public dose. 56 The Decommissioning GEIS notes, for example, that the decommissioning experience has been that the number of low-level waste shipments from a decommissioning site averages much less than [one] per day, which the GEIS concludes is not nearly enough to have a detectable . . . effect on traffic flow or road wear. 57 And 54 To the extent that the Commonwealth may claim that truck shipments of legacy waste while this proceeding is pending will damage infrastructure or interfere with local quality of life and enjoyment, it provided no support for these claims. See id.

55 See DECON Post-Shutdown Decommissioning Activities Report, at 34-35, attached to Letter from Pamela Cowan, HDI, to NRC Document Control Desk (Nov. 16, 2018) (ML18320A040)

(HDI PSDAR); Cowan Decl. ¶ 4.

56 See HDI PSDAR at 34.

57 See Generic Environmental Impact Statement on Decommissioning of Nuclear Facilities (Final Report), NUREG-0586, Supplement 1, vol. 1 (Nov. 2002), at 4-79 (ML023470304, ML023470323) (Decommissioning GEIS). The Commonwealth does not suggest, for example, how the asserted increase in potential truck shipments (e.g., 1,400 instead of 671) would, if occurring over an extended period, be likely to cause significantly greater impacts (whether radiological or not) than those evaluated in the GEIS. The Decommissioning GEIS found both Add-103

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 135 of 158 decommissioning waste shipments generally take place over a period of years during the course of decontamination and dismantlement. 58 Therefore, the Commonwealth has not demonstrated that it faces certain, great, and irreparable harm from truck shipments of waste during this adjudication.

Moreover, this license transfer proceeding is focused squarely on the license transfer itselfwhether Holtec Pilgrim and HDI have shown that they are qualified to be the Pilgrim licensees. This proceeding does not encompass an examination of the environmental impacts of HDIs planned decommissioning activities. A licensee in decommissioning must describe in its PSDAR the reasons why it has concluded that the environmental impacts associated with site-specific decommissioning will be bounded by appropriate previously issued environmental impact statements. 59 If the licensee cannot so conclude, it must prepare and provide the necessary additional environmental analysis, describing and evaluating the additional environmental impacts. 60 the radiological and non-radiological effects of transporting waste to be neither detectable nor destabilizing. See id. at 4-78 to 4-81; see also id., app. K. We do not find that the asserted increased numbers of truck shipments will certainly and imminently occur.

58 See Decommissioning GEIS, app. K at K-2.

59 See 10 C.F.R. § 50.82(a)(4)(i).

60 See Vermont Yankee, CLI-16-17, 84 NRC at 124; Decommissioning Rule, 61 Fed. Reg. at 39,286. The PSDARs purpose is to provide a general overview for the public and the NRC of the planned decommissioning activities and the licensees schedule for those activities. See Decommissioning Rule, 61 Fed. Reg. at 39,281. It does not require NRC approval given that it does not permit a licensee to conduct any activity that is not already authorized under the existing license. Accordingly, a licensee that has submitted certifications of permanent cessation of operations and permanent removal of fuel may begin major decommissioning activities ninety days after the NRC has received its PSDAR. See 10 C.F.R. § 50.82(a)(5).

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USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 136 of 158

c. Failure to Prepare an Environmental Impact Statement The Commonwealth argues that it has suffered an immediate, irreparable harm because the NRC did not prepare an environmental impact statement for the Staffs now-approved actions. 61 Specifically, the Commonwealth argues that when a decision requiring a NEPA impacts analysis is made without the informed environmental consideration that NEPA requires, the harm that NEPA intends to prevent already has been suffered. 62 In ruling on stay motions the Commission does not presume that a statutory violation without more equates to a showing of irreparable injury. 63 The Commonwealth has not made such a showing here.

Moreover, the Staff concluded that the license transfer action and the associated license amendment meet the criteria of the NRCs categorical exclusion rule in 10 C.F.R. § 51.21. 64 The rule identifies specific categories of NRC licensing actions that have been found not to have a significant effect on the environment. A categorial exclusion indicates that the NRC has 61 See Commonwealths Stay Application at 8.

62 See id. at 8 (quoting Massachusetts v. Watt, 716 F.2d 946, 952 (1st Cir. 1983)).

63 See Hydro Resources, Inc. (2929 Coors Road, Suite 101, Albuquerque, NM 87120),

CLI-98-8, 47 NRC 314, 322-23 (1998) (referencing Amoco Production Co. v. Village of Gambell, 480 U.S. 531, 545 (1987) (presumption of irreparable damage is contrary to traditional equitable principles)); see also Nevada v. United States, 364 F. Supp. 3d 1146, 1151 (D. Nev. 2019)

(court will not presume irreparable harm; there must be a satisfactory showing). And the First Circuit by its decision in Massachusetts v. Watt did not mean that a NEPA violation necessarily calls for an injunction. See Conservation Law Foundation, Inc. v. Busey, 79 F.3d 1250, 1272 (1996).

64 See SER at 33. In addition, the Staff prepared an EA for the exemption. See Exemption EA, 84 Fed. Reg. 43,186.

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USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 137 of 158 established a sufficient administrative record to show that the subject actions do not, either individually or collectively, have a significant effect on the environment. 65 (1) Deletion of License Condition Does Not Pose Imminent Irreparable Harm The Commonwealth acknowledges the NRCs categorical exclusion of license transfer actions but argues that the categorical exclusion should not have been applied to the license amendment issued as part of this license transfer action. More specifically, the license amendment deleted several license conditions, including License Condition J (4), which required ENGC to have access to contingency funding in an amount up to $50 million dollars. 66 The Commonwealth claims that the license amendment is not encompassed by the NRCs categorical exclusion for license transfer actions because deleting License Condition J (4) was not required to reflect approval of the license transfer. 67 The Commonwealth therefore claims that the Staff needed to perform an environmental analysis for the license amendment that deleted this license condition.

However, the deletion of the contingency funding license condition does not present any risk of an imminent irreparable harm. By its own terms, the license condition involved contingency funding, to be made available only if necessary, and here the decommissioning trust fund at license transfer contained approximately $1 billion. 68 Contingency funding to pay for decommissioning activities would not be necessary unless all of the $1 billion is drained from the decommissioning trust fund during this proceeding, which is highly unlikely given the proposed expenditures over the next seventeen months.

65 See Categorical Exclusions from Environmental Review, Final Rule, 75 Fed. Reg. 20,248, 20,251 (Apr. 19, 2010) (Categorical Exclusions).

66 See License Transfer Application, Attach. A, Renewed Facility Operating License (Changes),

at 4, Condition J (4) (License Condition J (4)).

67 See Commonwealth Stay Application at 5-6.

68 See License Condition J (4).

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USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 138 of 158 Consequently, whether the categorical exclusion rule applies to the license amendment that deleted the license condition is not a question involving an imminent or irreparable harm.

There is no imminent need of the contingency funding license condition. If, based on the results of this proceeding, we conclude that additional financial assurance is necessary, we can modify or condition the license. Similarly, if we were to ultimately conclude that the categorical exclusion does not apply to the license amendment and that there is a need for further environmental analysis, we can direct that a supplemental analysis be performed. Either way, NEPAs goal of ensuring that an agencys final decision accounts for the consequences of agency action will be preserved.

(2) Substantive Environmental Concerns Do Not Pose Imminent Irreparable Injury In addition, the Commonwealths asserted underlying environmental concerns also do not present a potential to cause imminent, irreparable environmental harm that would occur during this adjudication. The specific substantive harms that the Commonwealth claims flow immediately from the Staffs approvals and will be irreparable either do not present an imminent harm or can be fully remedied through this proceeding. 69 These substantive harms include claims we already addressed and found unpersuasive: (1) the Commonwealths argument that HDIs trust fund withdrawals will make it impossible for decommissioning to be completed, and (2) its argument on estimated truck shipments for waste transportation.

The Commonwealth also claims that it will suffer immediate, irreparable, environmental harm from withdrawals from the trust fund for site restorationnon-radiological and other restoration activities that go beyond NRC requirements for decommissioning the site and terminating the license. 70 Specifically, the Commonwealth argues that if, to satisfy non-NRC 69 See Commonwealths Stay Application at 8 (citing Brewer Decl. ¶¶ 5, 15-16, 19).

70 See 10 C.F.R. § 50.2 (definition of decommissioning).

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USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 139 of 158 requirements, HDI spends five percent more than it projected on site restoration activities, then there could be insufficient funds left in the trust fund to complete the NRC required license termination work. 71 This claim poses no potential of imminent harm during the adjudication. Essentially, the Commonwealth objects to the approval of an exemption that places no express conditions on the amount that Holtec Pilgrim and HDI can withdraw from the trust fund for site restoration activities. But if the Commonwealth prevails in its arguments on this claim, the Commission can impose conditions on the exemption or take other appropriate action to limit trust fund withdrawals. The Commonwealth has not shown that during this proceeding it will suffer an imminent, irreparable harm from trust fund withdrawals for site restoration. We note, moreover, that through 2020 HDIs projected withdrawals from the trust fund for site restoration are minimal. 72 In short, the Commonwealth has not demonstrated that it faces an imminent irreparable harm relating to NEPA that stems from the timing of the transfer. Here the Staff found the NRCs categorical exclusion rule applicable to its approval of the Pilgrim license transfer and the associated license amendment. The Commonwealth argues that the license amendment is not encompassed by the categorical exclusion rule, but this question does not raise an imminent or irreparable environmental injury.

2. Pilgrim Watch Pilgrim Watch also has not satisfied its burden to demonstrate that, pending completion of this proceeding, it has or will suffer imminent harm that would be irreparable. Initially, we note that Pilgrim Watch does not appear to acknowledge that there are two separate aspects of 71 See Brewer Decl. ¶ 19 (referenced in Commonwealths Stay Application at 8).

72 See SER, Attach. 1, Closing Balance Calculations, at 1 (during the years 2019 and 2020, HDI projects that it will spend $18,000 and $28,000, respectively, on site restoration activities).

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USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 140 of 158 the NRCs consideration of the requested license transferthe Staffs review and this adjudication. Pilgrim Watch states that there is no indication that the Staff considered its various claims raised in contentions. But Pilgrim Watchs claims are pending in this adjudicatory proceeding, separate from the Staffs review.

Pilgrim Watch first argues that absent a stay both it and the public will be irreparably harmed because of significant remaining radiological and hazardous contamination in portions of the Pilgrim site that Holtec thinks it has already decommissioned and remediated. 73 HDI, however, has not stated that it has already decommissioned and remediated any portion of the Pilgrim site. Nor has it represented that it will not perform radiological surveys of the site as it conducts decommissioning activities.

HDIs release of the site is not imminent. Under HDIs projected schedule, release of the non-ISFSI portions of the Pilgrim site is projected to occur around 2026. 74 HDI must submit to the NRC a License Termination Plan at least two years before the termination of the non-ISFSI portion of the license. That plan must include a site characterization, plans for site remediation, an updated decommissioning cost estimate, and detailed plans for the final radiation survey. 75 NRC approval of the License Termination Plan requires a license amendment and will involve an opportunity to request a hearing. And HDI will need to perform final status surveys to show that the site can be released for unrestricted use. 76 Further, the NRC will conduct its own radiological surveys of the site before permitting release of any portion of the site for unrestricted use and before allowing the termination of the non-ISFSI portion of the license.

73 PWs Motion to Stay Order at 7.

74 See HDI PSDAR at 35.

75 See 10 C.F.R. § 50.82(a)(9).

76 The NRCs criteria for site release are defined by the Multi-Agency Radiation Survey and Site Investigation Manual, known as MARSIMM. See Multi-Agency Radiation Survey and Site Investigation Manual (MARSIMM), NUREG-1575, Rev. 1 (Aug. 2000) (ML003761445).

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USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 141 of 158 Pilgrim Watchs claim that portions of the Pilgrim site will be left with contamination does not present an imminent, irreparable injury that is traceable to the decision to maintain the transfer in place during the pendency of this adjudication.

Pilgrim Watch also argues that there will be leakage, resulting from lack of knowledge and poor and incomplete work, of contaminants into Cape Cod Bay, and therefore a potential exists for unplanned and unmonitored releases of radioactive liquids to migrate offsite into the public domain undetected. 77 Pilgrim Watch further states that this asserted future leakage cannot be remediated. These claims do not raise an imminent, irreparable injury posed by the license transfer order.

Pilgrim Watch appears to rely on the NRC Staffs Liquid Radioactive Release Lessons Learned Task Force Report, issued in 2006. 78 But that report led to significant enhanced environmental monitoring and reporting at nuclear power plant facilities, including at Pilgrim.

The current Groundwater Protection Initiative Program and Radiological Environmental Monitoring Program at Pilgrim will continue during the decommissioning process, regardless of whether the license transfer is made effective during the pendency of this proceeding. The results of the periodic groundwater and environmental monitoring are publicly available. Pilgrim Watch does not identify any current deficiency with respect to groundwater or environmental monitoring programs. Significantly, Pilgrim Watch also did not address the discussion in the license transfer application of HDIs technical qualifications to perform decommissioning activities. In sum, Pilgrim Watch has not shown that Holtec will cause imminent unmonitored releases or leaks of contaminants to occur, and it has not shown that any leaks that might occur would remain undetected and uncorrected despite ongoing monitoring activities at the site.

77 See PWs Motion to Stay Order at 8.

78 See id. (citing PW Petition to Intervene at 103-04).

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USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 142 of 158 Pilgrim Watch likewise does not support its claim that there is or will be imminent or irreparable harm from airborne contamination affecting both workers onsite and the public offsite because no site analysis was conducted and therefore Holtec did not know that there is contamination. 79 HDI has stated that it will, during the decommissioning planning and preparation period, conduct surveys and site characterization activities to establish contamination and radiation levels throughout the plant. 80 HDI stated that the information acquired from the surveys and site characterization activities will be used to develop procedures to ensure that contaminated areas are remediated and worker exposure is controlled. 81 HDI also must comply with NRC regulations on worker and public dose limits and applicable federal and state regulations pertaining to air quality. 82 Environmental monitoring will continue during the decommissioning process, which remains subject to NRC oversight and inspection.

Therefore, Pilgrim Watch has not demonstrated that the public or workers at Pilgrim will suffer imminent irreparable harm from airborne contamination during this proceeding.

Pilgrim Watch additionally claims that HDI will drain the decommissioning trust fund, leaving insufficient funds in the trust to properly complete the decommissioning. As a result, the public will have to pay for the decommissioning. More specifically, Pilgrim Watch argues that the actual cost to decommission Pilgrim, even over the next six years, will be $100 million more than Holtec estimates. 83 Pilgrim Watch claims that once the money in the trust fund is spent, 79 See id. at 8.

80 See, e.g., HDI PSDAR at 10; see also Applicants Answer to PW at 5.

81 See HDI PSDAR at 10.

82 See generally 10 C.F.R. Part 20 (establishing standards for worker and public dose limits).

83 See PWs Motion to Stay Order at 8.

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USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 143 of 158 no additional money can be obtained because Holtec will not provide more money, and the NRC cannot force it to do so. 84 Pilgrim Watchs claim of higher-than-expected decommissioning costs spread out over the next several years does not identify an imminent injury. Pilgrim Watch raised the argument of potential escalating decommissioning costs in its request for hearing, and we will address the claim in ruling on the hearing requests. 85 Pilgrim Watch has not shown that it or the public will suffer irreparable harm from trust fund withdrawals that may be made pending a final decision in this proceeding.

In this proceeding we will address the Commonwealths and Pilgrim Watchs contentions, which include claims that HDI has underestimated particular decommissioning and other costs and that HDI therefore has neither demonstrated adequate financial qualifications for the license transfer nor justified the related exemption. As we have emphasized, depending on the result of this proceeding, we can require Holtec Pilgrim and HDI to provide additional financial assurance, and we can modify or condition the license and/or the exemption. Pursuant to the condition imposed in the Staffs order, were we to overturn the transfer, we can require the Applicants to restore the decommissioning trust fund, to the extent warranted.

Further, through required annual status reports, the NRC will monitor the status of the decommissioning funding and the spent fuel management funding. 86 If, for example, through the end of 2020 HDIs withdrawals from the trust fund prove to be significantly higher than HDI projected and HDI does not remedy a projected shortfall, the NRC can revoke the exemption, preventing HDI from making any further withdrawal for any purpose other than for radiological 84 See id.

85 See PW Petition to Intervene at 25.

86 See 10 C.F.R. § 50.82(a)(8)(v), (vii).

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USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 144 of 158 decommissioning expenses. In addition, if the financial assurance status report projects a shortfall in funding to pay the estimated remaining decommissioning costs, HDI must promptly provide additional financial assurance to make up the projected shortfall. 87 The trust fund at the time of license transfer contained approximately $1 billion, over

$400 million more than HDIs estimated decommissioning cost. The Commonwealth and Pilgrim Watch have not shown that withdrawals that may be made from the trust in the short-termduring this adjudicationare likely to irreparably threaten the ability to safely decommission the Pilgrim facility.

In a separate filing, Pilgrim Watch also seeks a stay of the exemption granted to Holtec Pilgrim and HDI. 88 But Pilgrim Watch does not address the four factors that we consider in ruling on stay motions. It repeats many claims that it made in its contentions or that the Commonwealth made in its hearing request. Essentially, Pilgrim Watch reiterates that HDI has underestimated the costs of decommissioning, site restoration, and spent fuel management, and therefore Pilgrim Watch concludes there is no reasonable assurance that the trust fund will be sufficient to cover the costs of all three activities. To the extent that Pilgrim Watch raised these claims in its earlier-filed contentions, we will address the claims in this proceeding.

Pilgrim Watch has not demonstrated irreparable harm from the current effectiveness of the exemption, nor otherwise demonstrated that a stay of the exemption is warranted. Given the 87 More specifically, if the decommissioning funds remaining in the trust (plus calculated earnings at no greater than a 2% annual real rate of return) do not cover the cost to complete the decommissioning, the financial assurance status report must include additional financial assurance to cover the estimated cost of completion. See 10 C.F.R. § 50.82(a)(8)(vi)

(emphasis added). The NRC can enforce this regulation, contrary to Pilgrim Watchs claim that no one is legally required . . . to supply more money. See Pilgrim Watchs Stay Order at 2.

Under the AEA, the NRC may prescribe such regulations or order as it may deem necessary. . . to ensure that sufficient funds will be available for the decommissioning of any production or utilization facility. See AEA § 161i.(4), 42 U.S.C. § 2201.

88 See generally PWs Motion to Stay Exemption.

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USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 145 of 158 intertwined nature of the license transfer and the exemption, if the petitioners prevail in this proceeding regarding their challenges to Holtec Pilgrims and HDIs financial qualifications, we can through this proceeding correct any deficiency found that relates to the granting of the exemption.

B. Likelihood of Success on the Merits In the absence of a showing of irreparable injury, as is the case here, movants must make an overwhelming showing of likely success on the merits. 89 They must demonstrate that success on the merits is a virtual certainty. 90 This is a high standard that the petitioners have not met at this threshold stage of the proceeding.

1. NEPA Claims With respect to NEPA, the petitioners arguments do not overwhelmingly demonstrate that this license transfer action required an environmental assessment or environmental impact statement. 91 First, except for cases involving special circumstances, the NRC has categorically excluded license transfer actions from the need to perform an environmental analysis. 92 To the extent, therefore, that the petitioners claim that the Staffs order approving the license transfer required an EIS, they would appear to impermissibly challenge the categorical exclusion provision in section 51.21(c)(21).

89 See, e.g., Vogtle, CLI-12-11, 75 NRC at 529; AmerGen Energy Co., LLC (Oyster Creek Nuclear Generating Station), CLI-08-13, 67 NRC 396, 399 (2008).

90 See Shieldalloy Metallurgical Corp. (Decommissioning of the Newfield, New Jersey Site),

CLI-10-8, 71 NRC 142, 154 (2010); Oyster Creek, CLI-08-13, 67 NRC at 400; David Geisen, CLI-09-23, 70 NRC 935, 937 (2009); Sequoyah Fuels Corp. and General Atomics (Gore, Oklahoma Site), CLI-94-9, 40 NRC 1, 7 (1999).

91 See Commonwealths Stay Application at 5-6; PWs Motion to Stay Order at 4-5.

92 See Streamlined Process, 63 Fed. Reg. at 66,728.

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USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 146 of 158 Second, to the extent that the petitioners argue that the categorical exclusion rule does not apply to the license amendment issued to Holtec Pilgrim and HDI, the petitioners also have not overwhelmingly demonstrated a likelihood of success on the merits. The petitioners highlight that the license amendment deleted a license condition that required ENGC to have access to up to $50 million in contingency fundinga license condition that the NRC added to the Pilgrim license in 1999, as part of the previous license transfer transaction in which ENGC and ENOI became the Pilgrim licensees. In particular, the petitioners argue that the deletion of License Condition J (4) was not required to reflect the approval of the license transfer and therefore that the license amendment is not covered by the categorical exclusion. 93 License Condition J (4), which the Commonwealth seeks to have retained in the Pilgrim license, involved a different license transfer application and different circumstances. The NRC imposed the contingency funding license condition when it approved the transfer of the Pilgrim operating license from the Boston Edison Company to ENGC. The license condition involved an inter-company credit agreement by which the company Entergy International Ltd., LLC, agreed to provide its affiliate Entergy Nuclear Generation Company up to $50 million, if needed, and as outlined in the inter-company agreement. 94 No such inter-company contingency funding agreement was part of the Applicants license transfer application here. At this stage of the 93 See 10 C.F.R. §51.22(c)(21); Commonwealths Stay Application at 5-6; PWs Motion to Stay Application at 5.

94 See Safety Evaluation by the Office of Nuclear Reactor Regulation for the Proposed Transfer of Operating License and Materials License for Pilgrim Nuclear Power Station to Entergy Nuclear Generation Co., at 2, 4-5, 9 (Apr. 29, 1999) (SER for 1999 License Transfer); Order Approving the Transfer of Facility Operating License and Materials License for Pilgrim Nuclear Power Station, from Boston Edison Co. to Entergy Nuclear Generation Co., and Approving Conforming Amendments (Apr. 29, 1999), at 5. Both the SER and the Order relating to the license transfer to ENGC are attached (as encl. 3 and encl. 1, respectively), to Letter from Alan Wang, NRC, to Theodore Sullivan, Boston Edison Co., and Jerry Yelverton, ENGC (Apr. 29, 2019) (ML011910099).

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USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 147 of 158 proceeding, the petitioners have not overwhelmingly demonstrated that the deletion of the funding provision from the license was not necessary to reflect the actual terms of the license transfer as it was approved by the Staff.

The history of the license transfer rules makes clear that those amendments that would directly affect the actual operation of a facility do not fall within the scope of the categorical exclusion. 95 But, the deletion of the contingency funding provision here has no direct effect, much less any imminent effect, on the current day-to-day activities at Pilgrim. At this stage, the Commonwealth has not shown why a license amendment that now removes the condition, based on a different demonstration of financial qualifications, would not likewise be a conforming amendment necessary to reflect the transfer and therefore fall within the scope of the categorical exclusion.

Both petitioners also seek to litigate in this proceeding the environmental impacts of decommissioning activities. However, this license transfer proceeding focuses on the qualifications of Holtec Pilgrim and HDI, not on the environmental impacts of decommissioning activities. Accordingly, in its SER the Staff states that it reviewed HDIs PSDAR only to determine whether Holtec Pilgrim and HDI are financially and technically qualified to hold the license for Pilgrim and the general license for the Pilgrim ISFSI. 96 The Staff did not conduct a review of the environmental impacts of the planned decommissioning activities. Just as ENOI was free to begin major decommissioning activities ninety days after submitting its PSDAR to the NRCwithout need of NRC approval of its PSDARHDI also did not need NRC approval of its PSDAR to begin major decommissioning activities. HDI stated in its PSDAR that the environmental impacts associated with its planned decommissioning activities are less than and 95 See Streamlined Process, 63 Fed. Reg. at 66,728.

96 See SER at 3.

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USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 148 of 158 bounded by previously issued environmental impact statements. 97 If HDI plans to conduct any decommissioning activity that may result in significant environmental impacts not previously reviewed, it would need to provide a supplemental environmental analysis and would need to request a license amendment. 98 NRC regulations prohibit HDI from performing any decommissioning activities that result in significant environmental impacts not previously reviewed. 99 Given that petitioners arguments concerning the environmental impacts of decommissioning appear to be beyond the scope of this proceeding, we find they have not demonstrated the requisite likelihood of success on the merits sufficient to warrant a stay.

2. Financial Qualifications Claims Both petitioners separately raise numerous arguments challenging the Applicants financial qualifications for the license transfer and similarly challenging the Applicants justification for the exemption. Several of these claims raise novel issues that we have not yet addressed in a license transfer proceeding and that may warrant further inquiry. Even assuming, however, that a hearing is granted on specific challenges to the Applicants financial qualifications, a final Commission decision on the merits of the financial claims would depend on further information developed in the hearing record. For example, some of the claims pending before us in the intervention petitions challenge particular cost estimates by questioning whether they have been adequately explained or supported. Whether any such claim, if admitted for hearing, would prevail on the merits would ultimately depend on additional information, explanations, or argument provided in the record. In other words, to the extent that we may conclude that one or more challenges to the financial qualifications discussion in the application 97 See HDI PSDAR at 20.

98 See 10 C.F.R. § 50.82(a)(6)(ii); supra at 19.

99 See 10 C.F.R. § 50.82(a)(6)(ii).

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USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 149 of 158 raise an admissible dispute for hearing, to resolve the dispute we likely would require additional focused information or answers from the litigants.

But in the absence of irreparable harm, all we need decide now is whether the petitioners have carried their burden of showing an overwhelming likelihood of prevailing.

Overall, given the limited information and arguments before us, at this stage the petitioners have not shown a virtual certainty of success on the merits. 100 C. Harm to Other Participants Absent a showing of irreparable harm or likelihood of success on the merits, we need not make a determination on the remaining two stay factors. 101 Nonetheless, the remaining factors do not tilt in the movants favor.

The Applicants argue that a stay would raise numerous commercial, administrative and logistical concerns. 102 They note that they have taken employment-related actions involving incumbent Entergy employees, amended contracts with vendors, replaced insurance, and performed other administrative modifications based on the license transfer order. 103 While we find that a stay would result in some harm to the Applicants, we do not find the potential administrative or commercial harms identified to present significant or insurmountable harm.

The Applicants also claim that staying the license transfer would create uncertainty for Pilgrim site employees regarding the likelihood that HDI and CDI will be allowed to proceed with the DECON method of decommissioning Pilgrim and with their long-term employment. The 100 We also have before us a Pilgrim Watch motion to file a new and third contention for hearing, which raises claims regarding licensee character and integrity. See Pilgrim Watch Motion to File New Contention (July 16, 2019) (ML19197A330). We have not yet resolved the timeliness and admissibility of the claims, but if any such claims were admitted for hearing, success on the merits similarly would depend on additional information developed in a hearing.

101 See Shieldalloy, CLI-10-8, 67 NRC at 163; Oyster Creek, CLI-08-13, 67 NRC at 400.

102 See Applicants Answer to Commonwealth at 9.

103 See Cowan Decl. at 4.

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USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 150 of 158 extent of this asserted harm is not obvious to us, particularly given that until we terminate this proceeding the license transfer action is not final agency action. We find that a stay would cause some limited harm to the Applicants. This factor therefore tilts modestly against the granting of a stay.

D. Where the Public Interest Lies The license transfer regulations expressly instruct the Staff, consistent with its conclusions in the SER, to promptly issue approval or denial of a license transfer request despite a pending adjudicatory proceeding. The intent behind the regulations was to expedite the Staffs decisions on license transfer requests given potentially time-sensitive license transfer transactions and an increase in the numbers of transfer requests. The regulations balance the interest in prompt Staff action with the interest in affording petitioners the opportunity to participate meaningfully in the adjudicatory proceeding.

These longstanding regulations have provided a predictable, reliable framework, allowing for both expeditious agency action and meaningful public participation. The Staffs approval of a license transfer therefore generally is expected to be made immediately effective, while we retain the authority to condition the license transfer or overturn it, based on the result of an adjudicatory proceeding. As a policy matter, the default rule sets the balance at an optimal point. To deviate from the established regulatory approach for license transfers, where no irreparable harm has been shown, would introduce uncertainty and render less reliable the established framework for license transfers. The petitioners have not provided a sufficient basis to depart from the usual practice.

The NRC recognized at the time that it issued the license transfer regulations that some adjudicatory proceedings could involve unusual or complex questions. It stated, for example, that while the license transfer regulations outline a streamlined adjudicatory process, the Add-119

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 151 of 158 adjudicatory process is not intended be a hurried one. 104 Here, the petitioners have each submitted multiple claims in lengthy intervention petitions and in supplemental filings. We are carefully considering the numerous claims raised and will issue a decision on the hearing requests. The publics strong interest in the NRC providing a meaningful opportunity to challenge the proposed licensing action will be satisfied in this proceeding without a stay of the effectiveness of the Staffs license transfer order and of the issued exemption.

IV. CONCLUSION The Commonwealth and Pilgrim Watch have not shown that absent a stay they are likely to suffer irreparable harm, and the balance of equities tilts against them. We therefore deny their requests for a stay of the immediate effectiveness of the Staffs actions.

IT IS SO ORDERED.

For the Commission NRC Seal

/RA/

Annette L. Vietti-Cook Secretary of the Commission Dated at Rockville, Maryland, this 17th day of December 2019.

104 See Streamlined Process, 63 Fed. Reg. at 66,723.

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USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 152 of 158 Additional Views of Commissioner Baran I concur in the Commissions decision to deny the requests for a stay. However, my agreement with this legal outcome should not be read as an endorsement of the NRC regulation that permits the Staff to approve a license transfer before an adjudicatory challenge to the transfer has been resolved. In fact, I have serious doubts about the wisdom of this practice and disagree with the assertion that the default rule sets the balance at an optimal point.

As a practical matter, once the Staff takes the step of issuing an approval while an adjudicatory challenge is pending, a motion for a stay is subject to the demanding irreparable harm standard. It is difficult for the Commonwealth and Pilgrim Watch to meet this standard because the Commission has the authority to void or further condition the license transfer if the Petitioners are successful on the merits. In that situation, the options available to the Commission would also include an order to restore the decommissioning trust fund to the balance existing at the time of the transfer.

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USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 153 of 158 UNITED STATES OF AMERICA NUCLEAR REGULATORY COMMISSION In the Matter of )

)

ENTERGY NUCLEAR OPERATIONS, INC. )

ENTERGY NUCLEAR GENERATION ) Docket Nos. 50-293 and 72-1044 LT COMPANY, HOLTEC INTERNATIONAL, )

and HOLTEC DECOMMISSIONING )

INTERNATIONAL, LLC )

)

(Pilgrim Nuclear Power Station )

CERTIFICATE OF SERVICE I hereby certify that copies of the foregoing Commission Memorandum and Order (CLI-19-11) have been served upon the following persons by Electronic Information Exchange.

U.S. Nuclear Regulatory Commission U.S. Nuclear Regulatory Commission Office of Commission Appellate Adjudication Office of the General Counsel Mail Stop: O-16B33 Mail Stop - O-14A44 Washington, DC 20555-0001 Washington, DC 20555-0001 E-mail: ocaamail@nrc.gov Tison A. Campbell, Esq.

Anita G. Naber, Esq.

U.S. Nuclear Regulatory Commission David E. Roth, Esq.

Office of the Secretary of the Commission Rebecca A. Susko, Esq.

Mail Stop: O-16B33 Jeremy L. Wachutka, Esq.

Washington, DC 20555-0001 E-mail: Tison.Campbell@nrc.gov E-mail: hearingdocket@nrc.gov Anita.Naber@nrc.gov David.Roth@nrc.gov Atomic Safety and Licensing Board Panel Rebecca.Susko@nrc.gov U.S. Nuclear Regulatory Commission Jeremy.Wachutka@nrc.gov Washington, DC 20555-0001 E. Roy Hawkens, Chairman E-mail: Roy.Hawkens@nrc.gov Entergy Services, Inc.

101 Constitution Ave., NW Suite 200 East Washington, DC 20001 Susan H. Raimo E-mail: sraimo@entergy.com Add-122

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 154 of 158 Pilgrim Nuclear Power Station Docket Nos. 50-293 and 72-1044 LT Commission Memorandum and Order (CLI-19-11)

Balch & Bingham LLP Pilgrim Watch 1710 Sixth Avenue North F148 Washington Street Birmingham, AL 35203-2015 Duxbury, MA 02332 Peter R. LeJeune, Esq Mary Lampert, Director Alan D. Lovett, Esq, E-mail: Mary.Lampert@comcast.net E-mail: plejeune@balch.com alovett@balch.com Counsel for the Commonwealth of Massachusetts:

Pillsbury Winthrop Shaw Pittman LLP Energy and Environmental Bureau 1200 Seventeenth Street, NW Office of the Attorney General Washington, DC 20036 One Ashburton Place, 18th Floor Meghan Hammond, Esq. Boston, Massachusetts 02108 David R. Lewis, Esq. Joseph Dorfler, Esq.

E-mail: Meghan.Hammond@pillsburylaw.com Seth Schofield, Esq.

David.Lewis@pillsburylaw.com E-mail: Joseph.Dorfler@state.ma.gov Seth.Schofield@mass.gov

[Original signed by Clara Sola ]

Office of the Secretary of the Commission Dated at Rockville, Maryland, this 17th day of December 2019.

2 Add-123

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 155 of 158 Pilgrim Nuclear Power Station DECON Site-Specific Decommissioning Cost Estimate Prepared for Holtec Decommissioning International, LLC Prepared by Comprehensive Decommissioning International, LLC Add-124

Pilgrim Nuclear Power Station Site-Specific Decommissioning Cost Estimate Figure 5-1 Pilgrim Master Summary Schedule USCA Case #19-1198 Document #1823698 Add-125 Filed: 01/10/2020 Page 156 of 158 45

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 157 of 158 Pilgrim Nuclear Power Station Site-Specific Decommissioning Cost Estimate Table 5-1 Decommissioning Funding Cash Flow Analysis Pilgrim Nuclear Power Station - DECON Method Annual Cash Flow in Thousands of 2018 Dollars No DOE Reimbursement of Spent Fuel Management Costs Beginning Year License Spent Fuel Site of Year NDT Ending Total Year Termination Management Restoration Withdrawals Costs NDT Earnings 2 NDT Cost Cost Cost Balance 1 Balance 3 2019 84,927 53,920 18 138,865 1,030,000 (138,865) 5,273 896,408 2020 79,292 84,905 28 164,225 896,408 (164,225) 10,397 742,579 2021 46,759 82,500 637 129,896 742,579 (129,896) 8,700 621,384 2022 103,197 3,332 23,630 130,159 621,384 (130,159) 6,975 498,200 2023 167,453 3,135 1,700 172,288 498,200 (172,288) 4,628 330,540 2024 95,694 3,225 9,236 108,155 330,540 (108,155) 3,158 225,543 2025 1,310 6,306 4,127 11,742 225,543 (11,742) 3,036 216,837 2026 5,952 5,952 216,837 (5,952) 2,995 213,879 2027 5,939 5,939 213,879 (5,939) 2,953 210,893 2028 5,952 5,952 210,893 (5,952) 2,910 207,851 2029 5,952 5,952 207,851 (5,952) 2,867 204,766 2030 7,212 7,212 204,766 (7,212) 2,805 200,359 2031 7,212 7,212 200,359 (7,212) 2,743 195,891 2032 7,212 7,212 195,891 (7,212) 2,679 191,358 2033 7,212 7,212 191,358 (7,212) 2,615 186,762 2034 7,193 7,193 186,762 (7,193) 2,550 182,119 2035 7,212 7,212 182,119 (7,212) 2,484 177,391 2036 7,230 7,230 177,391 (7,230) 2,416 172,577 2037 7,212 7,212 172,577 (7,212) 2,348 167,713 2038 7,193 7,193 167,713 (7,193) 2,279 162,800 2039 7,212 7,212 162,800 (7,212) 2,209 157,798 2040 7,212 7,212 157,798 (7,212) 2,138 152,724 2041 7,212 7,212 152,724 (7,212) 2,066 147,579 2042 7,212 7,212 147,579 (7,212) 1,993 142,361 2043 7,212 7,212 142,361 (7,212) 1,919 137,068 2044 7,212 7,212 137,068 (7,212) 1,844 131,701 2045 7,193 7,193 131,701 (7,193) 1,768 126,276 2046 7,212 7,212 126,276 (7,212) 1,691 120,755 2047 7,212 7,212 120,755 (7,212) 1,612 115,156 2048 7,230 7,230 115,156 (7,230) 1,533 109,458 2049 7,193 7,193 109,458 (7,193) 1,452 103,717 2050 7,212 7,212 103,717 (7,212) 1,370 97,876 2051 7,193 7,193 97,876 (7,193) 1,288 91,971 2052 7,230 7,230 91,971 (7,230) 1,203 85,944 2053 7,212 7,212 85,944 (7,212) 1,118 79,851 1 The 2019 Beginning of Year NDT balance reflects the fund value post-closure of the equity sale. The value used does not include deductions for ENOI pre-closure costs. The 2019 costs include HDI estimated pre-closure and post closure costs.

2 NDT earnings reflect an assumed 2% Real Rate of Return (RRR) 3 The Year Ending NDT Balance is net of taxes 46 Add-126

USCA Case #19-1198 Document #1823698 Filed: 01/10/2020 Page 158 of 158 Pilgrim Nuclear Power Station Site-Specific Decommissioning Cost Estimate Pilgrim Nuclear Power Station - DECON Method Annual Cash Flow in Thousands of 2018 Dollars No DOE Reimbursement of Spent Fuel Management Costs Beginning Year License Spent Fuel Site of Year NDT Ending Total Year Termination Management Restoration Withdrawals Costs NDT Earnings 2 NDT Cost Cost Cost Balance 1 Balance 3 2054 7,212 7,212 79,851 (7,212) 1,031 73,671 2055 7,193 7,193 73,671 (7,193) 944 67,422 2056 7,212 7,212 67,422 (7,212) 855 61,065 2057 7,212 7,212 61,065 (7,212) 765 54,618 2058 7,212 7,212 54,618 (7,212) 673 48,080 2059 7,212 7,212 48,080 (7,212) 580 41,449 2060 4,296 7,212 11,507 41,449 (11,507) 425 30,367 2061 4,375 7,212 11,587 30,367 (11,587) 267 19,047 2062 4,358 7,193 11,551 19,047 (11,551) 106 7,602 2063 892 2,441 706 4,038 7,602 (4,038) 51 3,615 4 592,553 501,467 40,079 1,134,099 (1,134,099) 107,714 Total 4

Columns may not add due to rounding 47 Add-127