3F1120-02, and Crystal River Nuclear Plant - Application for Order Approving Indirect Transfers of Control of Licenses in Connection with Internal Corporate Reorganization

and Crystal River Nuclear Plant - Application for Order Approving Indirect Transfers of Control of Licenses in Connection with Internal Corporate Reorganization

ML20324A058
Person / Time
Site:	Vermont Yankee, Crystal River
Issue date:	11/19/2020
From:	State S Accelerated Decommissioning Partners, NorthStar Nuclear Decommissioning Company, NorthStar Vermont Yankee
To:	Document Control Desk, Office of Nuclear Material Safety and Safeguards, Office of Nuclear Reactor Regulation
References
3F1120-02, BVY 20-030
Download: ML20324A058 (59)

Text

Accelerated Decommissioning Partners, LLC 17101 Preston Road, Suite 115 l Dallas, TX 75248 Scott E. State, P.E., Chief Executive Of f icer sstate@ NorthStar.com l o.6 82.503.224 0 l c.303.89 8.8035 10 CFR 50.80 10 CFR 72.50 3F1120-02 BVY 20-030 November 19 , 2020 U.S. Nuclear Regulatory Commission Director, Attn: Document Control Desk Of f ice of Nuclear Material Saf ety and One White Flint North Saf eguards 11555 Rockville Pike One White Flint North Rockville, MD 20852-2738 11555 Rockville Pike (301) 4 15-7000 Rockville, MD 20852-2738

SUBJECT:

Application f or Order Approving Indirect Transf ers of Control of Licenses in Connection w ith Internal Corporate Reorganization Vermont Y ankee Nuclear Pow er Station Docket Nos. 50-271 & 72-59 License No. DPR-28 Crystal River Nuclear Plant Docket Nos. 50-302 & 72-1035 License No. DPR-72

Dear Sir or Madam:

In accordance w ith Section 184 of the Atomic Energy Act, 10 CFR 50.80, and 10 CFR 72.50, NorthStar Nuclear Decommissioning Company, LLC ( NNDC ) and ADP CR3, LLC ( ADP CR3 ), on behalf of themselves, NorthStar Vermont Y ankee, LLC ( NVY ),

and their corporate parents related to NorthStar Group Services, Inc. ( NorthStar )

(together, Applicants ), respectf ully request that the U.S. Nuclear Regulatory Commission ( NRC ) consent to the indirect transf ers of NNDC s licensed authority under, and NVY s licensed ow nership of , Facility Operating License No. DPR-28 f or the Vermont Y ankee Nuclear Pow er Station ( VY ) and the general license f or the VY Independent Spent Fuel Storage Installation ( ISFSI ) (the VY Licenses ) to possess, maintain, and decommission VY and the ISFSI (collectively, the VY Facility ).

3F1120-02 BVY 20-030 U.S. Nuclear Regulatory Commission Page 2 November 19, 2020 Applicants also respectfully request that the NRC consent to the indirect transfers of ADP CR3s licensed authority under Facility Operating License No. DPR-72 for the Crystal River Unit 3 Nuclear Generating Plant (CR3) and the general license for the CR3 ISFSI (the CR3 Licenses) to possess, maintain, and decommission CR3 and the ISFSI (collectively, the CR3 Facility). Duke Energy Florida, LLC (DEF) will remain the licensed owner of CR3, and this Application does not involve any direct or indirect transfer of DEFs license.

Applicants request that the NRC consent to these indirect transfers so that they can complete an internal reorganization with new intermediary holding companies that would acquire control of NorthStar. The indirect license transfers would occur when voting control of NorthStar is transferred to the new intermediary holding company structure described in this letter. Information supporting this request for consent is included in the attached Application for Order Approving Indirect Transfers of Control of Licenses (Application), which is provided as Attachment 1.

NorthStar is ultimately controlled by four U.S. citizens, John F. Lehman, Louis N. Mintz, Stephen L. Brooks, and C. Alexander Harman, who are the managing members of JFL GP Investors IV, LLC (Lehman). Lehman indirectly controls both NorthStar and Waste Control Specialists LLC, (WCS), and Lehman is reorganizing the ownership of these companies to combine control and the economic interests of these two companies under new intermediary holding companies. These new holding companies would be indirectly controlled by Lehman, which currently exercises indirect control over both NorthStar and WCS.

As an interim measure, Lehman implemented a change to the membership interests (voting and non-voting interests) of NorthStar Group Holdings, LLC (NG Holdings) on November 12, 2020, that did not involve a transfer of control. NG Holdings is a member-managed limited liability company that is directly controlled by JFL-NGS Partners, LLC (JFL-NGS). JFL-NGS amended the NG Holdings limited liability company operating agreement to create Class A voting (but non-economic) interests and Class B (non-voting) economic interests. JFL-NGS retained the Class A voting interests and remains fully in control of NG Holdings, and as such, it continues to maintain indirect control over the VY Licenses and CR3 Licenses until the NRC approves the transfer of the Class A voting interests into the new intermediary holding company structure.

The non-voting Class B interests with economic rights (rights to distributions) were transferred to a new intermediary holding company, wholly owned by another intermediary holding company owned by JFL-NGS and JFL-WCS Partners, LLC, an intermediary holding company that also owns WCS indirectly. These interim arrangements facilitated a substantial refinancing of the businesses.

3F1120-02 BVY 20-030 U.S. Nuclear Regulatory Commission Page 3 November 19, 2020 The NRC staff previously has concluded that the transfer of more than 80% of the equity interests in an intermediate holding company (in the form of non-voting stock) did not constitute a change of control requiring NRC approval, where the existing owner in control continued to maintain control through ownership of 100% of the voting stock.

See Letter from J.W. Crenshaw to Document Control Desk, dated April 13, 2006 (ADAMS Accession No. ML061110194); Letter from J.W. Crenshaw to Document Control Desk, dated May 25, 2006 (ADAMS Accession No. ML062260413); and Letter from J.E. Dyer to J.J. Sheppard, dated November 2, 2006 (ADAMS Accession No. ML062890043).

NorthStar requests NRC approval for the transfer of the Class A voting interests to the new intermediary holding company. A simplified organization structure reflecting the prior ownership and control structure is provided in the attached Figure 1. Figure 2 shows that voting control in this structure has remained the same following a refinancing and transfer of Class B interests to a new intermediary holding company. Figure 3 reflects the proposed intermediary holding company structure that would be implemented following receipt of NRCs approval of the transfer of the Class A voting interests. Ultimately, NG Holdings would become a single member-managed limited liability company with one class of membership interests reflecting both voting control and the economic interests held by a new intermediary holding company.

These transfers are desirable and of considerable benefit to facilitate the reorganization of Lehmans indirect holdings in NorthStar and WCS. Combining control in the new intermediate holding company structure will facilitate future plans for the combined businesses. NorthStar will strengthen its ties with WCS, and it will continue the active decommissioning of both VY and CR3.

The decommissioning work is being performed under fixed price or fixed unit contracts, subject to performance bonds (or insurance, where appropriate) issued by qualified surety companies to guarantee the performance of the tasks, and with withdrawals from the Nuclear Decommissioning Trusts (NDTs) limited under a decommissioning pay-item approach, which reasonably assures completion of the work within the cost estimates. In addition, under this approach, any cost overruns on one task do not affect the funds remaining in the NDT to pay for the completion of other tasks.

The financial assurance required by 10 CFR 50.75, 10 CFR 50.82(a)(8)(vi), and 10 CFR 72.30(b)&(c) for decommissioning the VY Facility including eventually the ISFSI is provided by NVY using the prepayment method in accordance with 10 CFR 50.75(e)(1)(i). In addition, NorthStar has provided a parental financial Support Agreement to NVY in the amount of $140 million to assure that it is able to meet its financial and regulatory obligations to maintain and decommission VY and comply with all NRC requirements until the VY Licenses are terminated. NVY also has established an escrow account with $30 million that will grow to $55 million. Based upon its ability

3F1120-02 BVY 20-030 U.S. Nuclear Regulatory Commission Page 4 November 19, 2020 to fund decommissioning and spent fuel management from the NDT, the pay-item approach, performance bonds, the escrow account and the additional parental support committed by NorthStar, NVY will remain financially qualified as VYs owner licensee.

NNDC will be financially qualified, because under the terms of its operating agreement, NVY will be required to pay for NNDCs costs of operation, including decommissioning costs.

The financial assurance required by 10 CFR 50.75 and 10 CFR 50.82(a)(8)(vi) and 10 CFR 72.30(b)&(c) for decommissioning the CR3 Facility is provided by ADP CR3 and DEF using the prepayment method in accordance with 10 CFR 50.75(e)(1)(i). In addition, NorthStar and Orano USA LLC (Orano) have provided parental financial Support Agreements to ADP CR3 in the total amount of $140 million to assure that ADP CR3 is able to meet its financial and regulatory obligations to possess, maintain, and decommission the CR3 Facility within the fixed price agreement and to comply with all NRC requirements until the Licenses are terminated. The $140 million Support Agreements also assure ADP SF1s ability to fund its obligations to ADP CR3. ADP CR3 has also established a $20 million Provisional Trust that will grow to $50 million.

Based upon its ability to fund decommissioning from the NDT under the terms of a Decommissioning Services Agreement (DSA) with DEF, the pay-item approach, performance bonds, the Provisional Trust, the parental Support Agreements, and funds provided by ADP SF1, ADP CR3 will be financially qualified to perform its obligations under the CR3 Licenses.

The information in the attached Application demonstrates: (1) NNDC, NVY, and ADP CR3 have the requisite managerial, technical, and financial qualifications to continue to perform their obligations under the VY Licenses and CR3 Licenses; (2) the NVY NDT and DEF NDT provide reasonable assurance of funding for decommissioning the VY Facility and the CR3 Facility, respectively; (3) the terms of the VY Licenses and CR3 Licenses will not be affected; and (4) the transfers requested in the Application will not result in any impermissible foreign ownership, control or domination.

The Applicants respectfully request that the NRC review and complete action expeditiously on the enclosed Application and consent to the proposed transfers.

Applicants are prepared to work closely with the NRC Staff to facilitate the review of the Application. Applicants request that the NRC issue an Order by July 1, 2021 authorizing the indirect transfers to take place at any time within one year after the effective date of the Order. Applicants will notify the NRC staff upon completion of the transfer of voting control to the new intermediary holding companies.

In summary, the proposed transfers will not be inimical to the common defense and security or result in any undue risk to public health and safety, and the transfers will be consistent with the requirements of the Atomic Energy Act and the NRC regulations.

3F1120-02 BVY 20-030 U.S. Nuclear Regulatory Commission Page 5 November 19, 2020 As a courtesy, a copy of this submittal has been sent to the State of Vermont and the State of Florida.

If the NRC has any questions about the proposed transaction described in this letter and in the Application or wishes to obtain any additional information about the proposed transfers, please contact Thomas B. Silko at (802) 451-5354, Ext 2506 or Phyllis Dixon at (352) 464-7451.

Service upon the Applicants of any notices, comments, hearing requests, intervention petitions, or other pleadings should be made to:

Timothy P. Matthews Morgan, Lewis & Bockius LLP 1111 Pennsylvania Ave., NW Washington, D.C. 20005 Phone: 202-739-5524 E-mail: timothy.matthews@morganlewis.com Gregory G. DiCarlo NorthStar Group Services, Inc.

Vice President & General Counsel 35 Corporate Drive, Suite 1155 Trumbull, CT 06611 Phone: 203-222-0584 x3051 E-mail: GDiCarlo@NorthStar.com In addition, please place the above individuals on the NRC correspondence distribution for all correspondence related to the Application.

This correspondence contains no new regulatory commitments of ADP CR3 or NNDC, other than the commitment to notify NRC after the transfer of voting control occurs following receipt of NRCs consent.

I declare under penalty of perjury that the foregoing is true and correct in all material respects. Executed on November 19, 2020.

Sincerely, Scott E. State, P.E.

Chief Executive Officer

3F1120-02 BVY 20-030 U.S. Nuclear Regulatory Commission Page 6 November 19, 2020

Enclosures:

Figure 1 - Simplified Organization Chart (Prior)

Figure 2 - Simplified Organization Chart (Interim)

Figure 3 - Simplified Organization Chart (Post-Transfer)

Attachment 1 - Application for Order Approving Indirect Transfers of Control of Licenses (NRC Facility Operating License Nos. DPR-28 & DPR-72 and General Licenses for Independent Spent Fuel Storage Installations)

NMSS Crystal River Project Manager NMSS Vermont Yankee Project Manager Regional Administrator, Region I State of Vermont State of Florida

Figure 1: SIMPLIFIED ORGANIZATION CHART - PRIOR John F. Lehman Louis N. Mintz Stephen L. Brooks JFL Equity C. Alexander Harman Investors IV, L.P.,

(Class A Managing Members) JFL Executive Investors IV, L.P., &

JFL Parallel Fund IV, L.P.

JFL GP Investors IV, LLC NorthStar Executives Medley Capital JFL-NGS Holdings, LLC Corporation &

Medley Opportunity Fund LP JFL-NGS Partners, LLC 100% Voting Control Orano SA NorthStar Group Holdings, LLC Orano USA LLC LVI Parent Corp.

Orano Decommissioning Holdings, LLC. NorthStar Group Services, Inc.

25%

75%

NorthStar NorthStar Nuclear Accelerated Decommissioning Decommissioning Decommissioning Partners, LLC Holdings, LLC Company, LLC*

NorthStar ADP CR3, LLC* ADP SF1, LLC Vermont Yankee, LLC*

• NRC Licensed Entities

Figure 2: SIMPLIFIED ORGANIZATION CHART - AFTER RE-FINANCING TRANSACTION John F. Lehman Louis N. Mintz JFL Equity Stephen L. Brooks JFL Equity Investors IV, L.P., C. Alexander Harman Investors IV, L.P.,

JFL Executive (Class A Managing Members) JFL Executive Investors IV, L.P., & Investors IV, L.P., &

JFL Parallel JFL Parallel Fund IV, L.P. JFL GP Investors IV, LLC Fund IV, L.P.

Medley Medley Entities JFL-NGS Holdings, LLC JFL-WCS Holdings, LLC Entities WCS NorthStar Executives Executives JFL-WCS Partners, LLC JFL-NGS Partners, LLC

~20%

~80%

JFL-NGS-WCS Partners, LLC NGS-WCS Group Holdings, LLC 100% Voting Control Non-Voting 100%

Economic Interest Orano SA NorthStar Group Holdings, LLC Orano USA LLC LVI Parent Corp.

Orano Decommissioning Holdings, LLC. NorthStar Group Services, Inc.

25%

75%

NorthStar NorthStar Nuclear Accelerated Decommissioning Decommissioning Decommissioning Partners, LLC Holdings, LLC Company, LLC*

NorthStar ADP CR3, LLC* ADP SF1, LLC Vermont Yankee, LLC*

• Entities Holding NRC Licenses

Figure 3: SIMPLIFIED ORGANIZATION CHART - AFTER INDIRECT TRANSFER John F. Lehman Louis N. Mintz JFL Equity Stephen L. Brooks JFL Equity Investors IV, L.P., C. Alexander Harman Investors IV, L.P.,

JFL Executive (Class A Managing Members)

JFL Executive Investors IV, L.P., & Investors IV, L.P., &

JFL Parallel JFL Parallel Fund IV, L.P. JFL GP Investors IV, LLC Fund IV, L.P.

Medley JFL-NGS Holdings, LLC Entities Medley Entitties JFL-WCS Holdings, LLC WCS NorthStar Executives Executives JFL-WCS Partners, LLC JFL-NGS Partners, LLC

~80% JFL-NGS-WCS Partners, LLC

~20%

NGS-WCS Group Holdings, LLC Orano SA NorthStar Group Holdings, LLC Orano USA LLC LVI Parent Corp.

Orano Decommissioning Holdings, LLC. NorthStar Group Services, Inc.

25%

75%

NorthStar NorthStar Nuclear Accelerated Decommissioning Decommissioning Decommissioning Partners, LLC Holdings, LLC Company, LLC*

NorthStar ADP CR3, LLC* ADP SF1, LLC Vermont Yankee, LLC*

• Entities Holding NRC Licenses

ATTACHMENT 1 APPLICATION FOR ORDER APPROVING INDIRECT TRANSFERS OF CONTROL OF LICENSES Vermont Yankee Nuclear Power Station NRC RENEWED FACILITY OPERATING LICENSE NO. DPR-28 AND GENERAL LICENSE FOR INDEPENDENT SPENT FUEL STORAGE INSTALLATION DOCKET NOS. 50-271 & 72-59 Crystal River Unit 3 Nuclear Generating Plant NRC RENEWED FACILITY OPERATING LICENSE NO. DPR-72 AND GENERAL LICENSE FOR INDEPENDENT SPENT FUEL STORAGE INSTALLATION DOCKET NOS. 50-302 & 72-1035

ATTACHMENT 1 Application for Order Approving Indirect Transfers of Control of Licenses (NRC Facility Operating License Nos. DPR-28 & DPR-72 and General Licenses for Independent Spent Fuel Storage Installations)

Table of Contents Page

1. Introduction .....................................................................................................1

2. Statement of Purpose of Transfers and Nature of the Transaction Making the Transfers Necessary or Desirable ...............................................6

3. General Corporate Information Regarding NRC Licensees and Their Parent Companies......................................................................................................7

4. Technical Qualifications ................................................................................10

5. Financial Qualifications .................................................................................11

6. Restricted Data .............................................................................................19

7. Other Nuclear Regulatory Issues ..................................................................20

8. Requested Review Schedule and Other Required Approvals.......................23

9. Environmental Considerations ......................................................................23

10. Summary .....................................................................................................23 General Corporate Information Regarding NRC Licensees and Their Corporate Parents Schedule and Financial Information for Decommissioning (VY) Schedule and Financial Information for Decommissioning (CR3) i

U.S. Nuclear Regulatory Commission Attachment 1 3F1120-02 Page 1 of 24 BVY 20-030

1. Introduction In accordance with Section 184 of the Atomic Energy Act, 10 CFR 50.80, and 10 CFR 72.50, NorthStar Nuclear Decommissioning Company, LLC (NNDC) and ADP CR3, LLC (ADP CR3), on behalf of themselves, NorthStar Vermont Yankee, LLC (NVY), and their corporate parents related to NorthStar Group Services, Inc.

(NorthStar) (together, Applicants), respectfully request that the U.S. Nuclear Regulatory Commission (NRC) consent to the indirect transfers of NNDCs licensed authority under, and NVYs licensed ownership of, Facility Operating License No. DPR-28 for the Vermont Yankee Nuclear Power Station (VY) and the general license for the VY Independent Spent Fuel Storage Installation (ISFSI) (the VY Licenses) to possess, maintain, and decommission VY and the ISFSI (collectively, the VY Facility).

Applicants also respectfully request that the NRC consent to the indirect transfers of ADP CR3s licensed authority under Facility Operating License No. DPR-72 for the Crystal River Unit 3 Nuclear Generating Plant (CR3) and the general license for the CR3 ISFSI (the CR3 Licenses) to possess, maintain, and decommission CR3 and the ISFSI (collectively, the CR3 Facility). Duke Energy Florida, LLC (DEF) will remain the licensed owner of CR3, and this Application does not involve any direct or indirect transfer of DEFs license.

Applicants request that the NRC consent to these indirect transfers so that they can complete an internal reorganization with new intermediary holding companies that would acquire control of NorthStar. The indirect license transfers would occur when

U.S. Nuclear Regulatory Commission Attachment 1 3F1120-02 Page 2 of 24 BVY 20-030 voting control of NorthStar is transferred to the new intermediary holding company structure described in this letter.

NorthStar is ultimately controlled by four U.S. citizens, John F. Lehman, Louis N.

Mintz, Stephen L. Brooks, and C. Alexander Harman, who are the managing members of JFL GP Investors IV, LLC (Lehman). Lehman indirectly controls both NorthStar and Waste Control Specialists LLC, (WCS), and Lehman is reorganizing the ownership of these companies to combine control and the economic interests of these two companies under new intermediary holding companies. These new holding companies would be indirectly controlled by Lehman, which currently exercises indirect control over both NorthStar and WCS.

As an interim measure, Lehman implemented a change to the membership interests (voting and non-voting interests) of NorthStar Group Holdings, LLC (NG Holdings) on November 12, 2020, that did not involve a transfer of control. NG Holdings is a member-managed limited liability company that is directly controlled by JFL-NGS Partners, LLC (JFL-NGS). JFL-NGS amended the NG Holdings limited liability company operating agreement to create Class A voting (but non-economic) interests and Class B (non-voting) economic interests. JFL-NGS retained the Class A voting interests and remains fully in control of NG Holdings, and as such, it continues to maintain indirect control over the VY Licenses and CR3 Licenses until the NRC approves the transfer of the Class A voting interests into the new intermediary holding company structure.

U.S. Nuclear Regulatory Commission Attachment 1 3F1120-02 Page 3 of 24 BVY 20-030 The non-voting Class B interests with economic rights (rights to distributions) were transferred to a new intermediary holding company, wholly owned by another intermediary holding company owned by JFL NGS and JFL WCS Partners, LLC, an intermediary holding company that also owns WCS indirectly. These interim arrangements facilitated a substantial refinancing of the businesses.

The NRC staff previously has concluded that the transfer of more than 80% of the equity interests in an intermediate holding company (in the form of non-voting stock) did not constitute a change of control requiring NRC approval, where the existing owner in control continued to maintain control through ownership of 100% of the voting stock.

See Letter from J.W. Crenshaw to Document Control Desk, dated April 13, 2006 (ADAMS Accession No. ML061110194); Letter from J.W. Crenshaw to Document Control Desk, dated May 25, 2006 (ADAMS Accession No. ML062260413); and Letter from J.E. Dyer to J.J. Sheppard, dated November 2, 2006 (ADAMS Accession No. ML062890043).

NorthStar requests NRC approval for the transfer of the Class A voting interests to the new intermediary holding company. A simplified organization structure reflecting the prior ownership and control structure is provided in the attached Figure 1. Figure 2 shows that voting control in this structure has remained the same following a refinancing and transfer of Class B interests to a new intermediary holding company. Figure 3 reflects the proposed intermediary holding company structure that would be implemented following receipt of NRCs approval of the transfer of the Class A voting interests. Ultimately, NG Holdings would become a single member-managed limited

U.S. Nuclear Regulatory Commission Attachment 1 3F1120-02 Page 4 of 24 BVY 20-030 liability company with one class of membership interests reflecting both voting control and the economic interests held by a new intermediary holding company.

These transfers are desirable and of considerable benefit to facilitate the reorganization of Lehmans indirect holdings in NorthStar and WCS. Combining control in the new intermediate holding company structure will facilitate future plans for the combined businesses. NorthStar will strengthen its ties with WCS, and it will continue the active decommissioning of both VY and CR3.

The decommissioning work is being performed under fixed price or fixed unit contracts, subject to performance bonds (or insurance, where appropriate) issued by qualified surety companies to guarantee the performance of the tasks, and with withdrawals from the Nuclear Decommissioning Trusts (NDTs) limited under a decommissioning pay-item approach, which reasonably assures completion of the work within the cost estimates. In addition, under this approach, any cost overruns on one task do not affect the funds remaining in the NDT to pay for the completion of other tasks.

The financial assurance required by 10 CFR 50.75, 10 CFR 50.82(a)(8)(vi), and 10 CFR 72.30(b)&(c) for decommissioning the VY Facility including eventually the ISFSI is provided by NVY using the prepayment method in accordance with 10 CFR 50.75(e)(1)(i). In addition, NorthStar has provided a parental financial Support Agreement to NVY in the amount of $140 million to assure that it is able to meet its financial and regulatory obligations to maintain and decommission VY and comply with all NRC requirements until the VY Licenses are terminated. NVY also has established

U.S. Nuclear Regulatory Commission Attachment 1 3F1120-02 Page 5 of 24 BVY 20-030 an escrow account with $30 million that will grow to $55 million. Based upon its ability to fund decommissioning and spent fuel management from the NDT, the pay-item approach, performance bonds, the escrow account and the additional parental support committed by NorthStar, NVY will remain financially qualified as VYs owner licensee.

NNDC will be financially qualified, because under the terms of its operating agreement, NVY will be required to pay for NNDCs costs of operation, including decommissioning costs.

The financial assurance required by 10 CFR 50.75 and 10 CFR 50.82(a)(8)(vi) and 10 CFR 72.30(b)&(c) for decommissioning the CR3 Facility is provided by ADP CR3 and DEF using the prepayment method in accordance with 10 CFR 50.75(e)(1)(i).

In addition, NorthStar and Orano USA LLC (Orano) have provided parental financial Support Agreements to ADP CR3 in the total amount of $140 million to assure that ADP CR3 is able to meet its financial and regulatory obligations to possess, maintain, and decommission the CR3 Facility within the fixed price agreement and to comply with all NRC requirements until the Licenses are terminated. The $140 million Support Agreements also assure ADP SF1s ability to fund its obligations to ADP CR3. ADP CR3 has also established a $20 million Provisional Trust that will grow to $50 million.

Based upon its ability to fund decommissioning from the NDT under the terms of a Decommissioning Services Agreement (DSA) with DEF, the pay-item approach, performance bonds, the Provisional Trust, the parental Support Agreements, and funds provided by ADP SF1, ADP CR3 will be financially qualified to perform its obligations under the CR3 Licenses.

U.S. Nuclear Regulatory Commission Attachment 1 3F1120-02 Page 6 of 24 BVY 20-030 The information in this Application demonstrates: (1) ADP CR3 and NNDC have the requisite managerial, technical, and financial qualifications to perform its obligations under the Licenses; (2) the NVY NDT and DEF NDT provide reasonable assurance of funding for decommissioning the VY Facility and the CR3 Facility; (3) the material terms of the Licenses will not be affected; and (4) the transfers requested in the Application will not result in any impermissible foreign ownership, control or domination.

In summary, the proposed transfers will not be inimical to the common defense and security or result in any undue risk to public health and safety, and the transfers will be consistent with the requirements of the Atomic Energy Act and the NRC regulations.

2. Statement of Purpose of Transfers and Nature of the Transaction Making the Transfers Necessary or Desirable The purpose of the proposed transfers is to authorize the completion of an internal reorganization to combine both the economic interests in, and voting control of, the NorthStar and WCS businesses in a new intermediary holding company structure.

Lehman has taken interim steps to facilitate a substantial refinancing of the businesses, and the planned future transfers of control support Lehmans business strategy for the future management of these businesses.

NorthStar has extensive experience conducting environmental remediation activities. It is an industry leader in the decommissioning of large scale industrial and commercial complexes, with experience in decommissioning nuclear facilities in the U.S. and abroad. NorthStar is currently decommissioning VY and CR3. In addition, ADP CR3 and NNDC have contracted with WCS, in order to take advantage of WCSs waste transportation and disposal experience and knowledge of best practices. WCS is

U.S. Nuclear Regulatory Commission Attachment 1 3F1120-02 Page 7 of 24 BVY 20-030 a leader in low-level radioactive waste management, packaging, transportation and disposal. It operates radioactive and hazardous waste disposal facilities in Texas, and it has experience with on-site waste processing, management, packaging and loading.

NorthStars Chief Executive Officer (CEO) is also the CEO of WCS.

ADP CR3 is owned by Accelerated Decommissioning Partners, LLC (ADP),

which is owned by NorthStar and Orano. Orano participates in the global nuclear industry, and it has substantial experience and expertise overseeing spent nuclear fuel, the segmentation of reactor pressure vessels and internals, radioactive waste management, nuclear materials transportation, and other decommissioning work in the United States, France, Canada, the United Kingdom, Germany, and Japan. Orano has more than twenty years experience in radiological decommissioning work and possesses the depth and breadth of resources necessary to perform such work.

Following the proposed indirect license transfers, the decommissioning activities at VY and CR3 will continue unaffected by the proposed transfers of control. NorthStar, Orano, and WCS will continue their activities to support the prompt decommissioning of the VY Facility and CR3 Facility.

3. General Corporate Information Regarding NRC Licensees and Their Parent Companies

a. General Corporate Information and Description of Business General corporate information regarding NNDC, NVY, and ADP CR3 and their corporate parents is provided in Enclosure 1. ADP CR3 is a wholly owned subsidiary of ADP, which is 75% owned and controlled by NorthStar. The other non-controlling 25%

interest in ADP is owned by Orano Decommissioning Holdings, which is owned by

U.S. Nuclear Regulatory Commission Attachment 1 3F1120-02 Page 8 of 24 BVY 20-030 Orano USA LLC, which is owned by Orano SA, a French Société Anonyme, 1 which is majority owned by the French State.

NG Holdings is the current ultimate parent holding company for the NorthStar business. NG Holdings is controlled by JFL-NGS Partners, LLC, which is controlled by JFL-NGS Holdings, LLC, which is controlled by JFL GP Investors IV, LLC. Ultimately, control is exercised by four U.S. citizens, John F. Lehman, Louis N. Mintz, Stephen L.

Brooks, and C. Alexander Harman, who are the managing members of JFL GP Investors IV, LLC.

Upon receipt of NRCs approval, NG Holdings would be a wholly owned, single member managed subsidiary of NGS-WCS Group Holdings, LLC, which also owns WCS and itself is a single member managed subsidiary of JFL-NGS-WCS Partners, LLC. JFL-NGS-WCS Partners, LLC is jointly owned by JFL-NGS Partners, LLC and JFL-WCS Partners, LLC. Upon completion of the indirect transfer of control, these two entities would own control both NorthStar and WCS. JFL-NGS Partners, LLC will own approximately 80% of JFL-NGS-WCS Partners, LLC, and as such, it will retain indirect control of NorthStar and the licenses held by its subsidiaries. However, the inclusion of two new intermediary holding companies with voting control will result in an indirect transfer of control that requires NRC approval.

The majority of the equity interests in JFL-NGS Partners, LLC and JFL-WCS Partners, LLC are held indirectly by three J.F. Lehman & Company investment affiliates:

(i) JFL Equity Investors IV, L.P.; (ii) JFL Executive Investors IV, L.P.; and (iii) JFL 1 A Société Anonyme is a public limited company similar to a corporation under U.S. law.

U.S. Nuclear Regulatory Commission Attachment 1 3F1120-02 Page 9 of 24 BVY 20-030 Parallel Fund IV, L.P. (the Funds). The Funds are managed and controlled by their general partner, JFL GP Investors IV, LLC, which also controls JFL-NGS Partners, LLC.

In addition, Medley Capital Corporation, Medley Opportunity Fund LP, MCC Investment Holdings LLC, SIC Investment Holdings LLC, and STRF Investment Holdings LLC (collectively, the Medley Entities) also hold non-controlling equity interests in JFL-NGS Partners, LLC and/or JFL-WCS Partners, LLC. Finally, non-controlling equity interests in some entities may be issued to certain NorthStar and/or WCS executives.

b. No Foreign Ownership, Control or Domination As noted above, NorthStar is privately held, and ultimately, control is exercised by four U.S. citizens, John F. Lehman, Louis N. Mintz, Stephen L. Brooks, and C. Alexander Harman, who are the managing members of JFL GP Investors IV, LLC.

Each of the funds has multiple limited partnership investors, who are passive investors.

The passive investors may include foreign investors, but NorthStar is not aware of any foreign passive investor that holds more than 5% of the indirect ownership interests of NorthStar. Moreover, the passive investors are not able to exercise control over either the private equity funds or NorthStar. As such, there is no reason to believe that NNDC, NVY, ADP CR3 are or would become subject to foreign ownership, control or domination (FOCD).

Although Orano is ultimately majority owned by a foreign state, Orano owns only 25% of ADP, and it is not able to exercise control over ADP. When ADP was formed, Northstar and Orano included FOCD negation measures in Section 11.4 of the Limited Liability Agreement of Accelerated Decommissioning Partners, LLC dated February 7,

U.S. Nuclear Regulatory Commission Attachment 1 3F1120-02 Page 10 of 24 BVY 20-030 2017 (the ADP LLC Agreement). In addition, ADP CR 3 adopted an FOCD Negation Action Plan that was submitted to the NRC by letter dated January 17, 2020. (ADAMS Accession No. ML20017A216.) This Negation Action Plan continues in effect. As such, Oranos participation in ADP does not involve any prohibited FOCD that could affect the CR3 Licenses.

c. No Agency As the licensed entity with possession and responsibility for managing and decommissioning VY, NNDC will continue to act for itself and on behalf of NVY, as its agent. As the licensed entity with possession and responsibility for managing and decommissioning CR3, ADP CR3 will continue to act for itself and on behalf of DEF, as its agent. Each of NNDC, NVY, ADP CR3, and DEF is not acting as the agent or representative of any other person in the proposed indirect transfers of the Licenses.

4. Technical Qualifications NNDC and ADP CR3 will continue to be technically qualified to carry out their responsibilities as the licensees responsible for the VY Facility and CR3 Facility, respectively. NNDC and ADP CR3 will continue to perform the decommissioning, decontamination and site restoration work and ISFSI management by leveraging the experience of their parent companies and existing plant staff. NorthStar has more than 30 years of experience as a general decommissioning contractor on commercial and industrial projects while performing decontamination and decommissioning (D&D) work, including on asbestos projects.

U.S. Nuclear Regulatory Commission Attachment 1 3F1120-02 Page 11 of 24 BVY 20-030 Orano has more than twenty years experience in radiological work, including overseeing spent nuclear fuel, the segmentation of reactor pressure vessels and internals, radioactive waste management, nuclear materials transportation, and other decommissioning work in the United States, France, Canada, the United Kingdom, Germany and Japan.

The substantial technical qualifications of the current licensees were recently reviewed in connection with the transfers of responsibility for the licensed VY Facility to NNDC and responsibility for the licensed CR3 Facility to ADP CR3. The proposed indirect transfers of control do not have any impact on the existing technical qualifications of the licensees. The transfers do not impact the VY and CR3 site organizations that have been implemented consistent with information previously reviewed by the NRC, or the support provided by the licensees corporate parents and strategic partners.

5. Financial Qualifications Neither the interim step taken involving non-voting interests in NG Holdings, nor the proposed indirect transfers have any effect on the financial qualifications of any of the current NRC licensees. Nevertheless, under 10 CFR 50.80(b)(1)(i), an application for a license transfer must contain all the requested information related to financial qualifications as required by 10 CFR 50.33. Thus, Applicants provide the following financial information.

U.S. Nuclear Regulatory Commission Attachment 1 3F1120-02 Page 12 of 24 BVY 20-030

a. NVY NVY maintains the existing NDT for VY and is responsible for funding the costs of decommissioning and spent fuel management. NVY will remain financially qualified to fund NNDCs possession, maintenance, and decommissioning of the VY site, including the ISFSI. Because NNDC is not authorized under the VY Licenses to operate or load fuel in the reactor pursuant to the terms of 10 CFR 50.82(a)(2), NNDC will not conduct any of the operations contemplated by the financial qualifications provisions of 10 CFR 50.33(f)(2), but rather all of its licensed activities will involve possession of radioactive material in connection with maintaining the safe condition of the plant, decommissioning the VY site (including the ISFSI), and maintaining the ISFSI until it can be decommissioned. Thus, the existing decommissioning trust funds provide the appropriate basis for the financial qualifications of NVY.

NorthStar has prepared Enclosure 2, Schedule and Financial Information for Decommissioning, which provides financial projections for the duration of the VY decommissioning project and shows that the amount of the decommissioning trust funds in the VY NDT will continue to be adequate to fund the costs of decommissioning of VY, spent fuel management costs up to $20 million, and eventual costs of decommissioning the ISFSI. The right to draw on the source of funds described herein and the pro forma projected costs for the planned decommissioning period set forth in provide the requisite financial information for this license transfer request consistent with 10 CFR 50.33(f)(2).

U.S. Nuclear Regulatory Commission Attachment 1 3F1120-02 Page 13 of 24 BVY 20-030 The cash flow analysis in Enclosure 2 shows that the existing trust fund balance with a credit for projected earnings assuming earnings at a 2% real rate of return as allowed by NRC regulations, is sufficient to fund the entire remaining estimated cost of decommissioning and spent fuel management. Thus, the availability of funds in the VY NDT satisfies the prepayment method of providing decommissioning funding assurance pursuant to 10 CFR 50.75(e)(1)(i), provides funding assurance for spent fuel management satisfying 10 CFR 50.54(bb), and satisfies the prepayment method of providing ISFSI decommissioning funding assurance pursuant to 10 CFR 72.30.

In addition to the trust funds, NVY has access to other financial assurance provided by its parent, NorthStar. NorthStar has entered into a financial Support Agreement in the amount of $140 million, which will be available if needed for NVY to meet any of its obligations to fund NNDC so that VY is maintained and decommissioned in compliance with the requirements of the NRC. NVY has also established an escrow account funded with the $30 million with plans to contribute another $25 million, for a total of $55 million to back up the decommissioning obligations until partial license termination is completed.

b. NNDC Under the terms of an Operating Agreement with NNDC, NVY is obligated to fund NNDCs Costs of Operations, which are defined in Section 1.4 of the Operating Agreement to include decommissioning costs and spent fuel management costs.

NNDC, therefore, remains financially qualified based upon the financial qualifications of NVY. In addition, NNDC requires that its contractors providing goods and services for

U.S. Nuclear Regulatory Commission Attachment 1 3F1120-02 Page 14 of 24 BVY 20-030 decommissioning each provide performance bonds to assure performance. In addition, as discussed above, NNDC requires that the contractors perform under fixed price or fixed rate contracts as discussed above. These plans for performance bond requirements and fixed rate contracting provide further assurance of project performance and financial qualifications.

c. DEF The indirect transfers do not involve any direct or indirect transfer of the DEF license. However, to establish its financial qualifications, ADP CR3 relies upon the trust funds held by DEF, and DEFs obligation to make payments to ADP CR3 under a DSA.

An electric utility as defined in 10 CFR 50.2 is exempted from the requirement to submit financial qualifications information under 10 CFR 50.33(f). An electric utility is any entity that generates or distributes electricity and which recovers the cost of this electricity, either directly or indirectly, through rates established by the entity itself or by a separate regulatory authority. DEF recovers its cost of electricity through rates established by the Florida Public Service Commission, and it will continue to do so following the proposed license transfers, including the ability to seek further ratepayer funding for decommissioning. DEF is an electric utility as defined in 10 CFR 50.2. As such, DEF is presumed to be financially qualified, and it is exempt from the financial qualifications information requirements pursuant to 10 CFR 50.33(f) and in accordance with Section III.1.b of NUREG-1577, Rev. 1. Given this presumption of financial qualifications, the NRC should conclude that there is reasonable assurance that DEF will meet its obligations under the DSA to provide funding for ADP CR3.

U.S. Nuclear Regulatory Commission Attachment 1 3F1120-02 Page 15 of 24 BVY 20-030

d. ADP CR3 DEF maintains the existing NDT for CR3, and it is responsible for directing the trustee to disburse funds to pay for the costs of decommissioning as work is progressed. Under the terms of the DSA, ADP CR3 is entitled to request funding by certifying the completion of various pay-items that reflect decommissioning work. If a dispute were to arise regarding any given certification, the terms of the DSA include dispute resolution mechanisms designed to minimize any disruption of funding, and ADP CR3 is protected against the potential for increased costs due to disagreements with DEF. Based upon its access to trust funds pursuant to the terms of the DSA, ADP CR3 will be financially qualified to fund ADP CR3s possession, maintenance and decommissioning of the CR3 site.

Because ADP CR3 will not be authorized under the CR3 Licenses to operate or load fuel in the reactor pursuant to the terms of 10 CFR 50.82(a)(2), ADP CR3 will not conduct any of the operations contemplated by the financial qualifications provisions of 10 CFR 50.33(f)(2), but rather all of its licensed activities will involve possession of radioactive material in connection with maintaining the safe condition of the plant, decommissioning the CR3 site (including the ISFSI), and maintaining the ISFSI until it can be decommissioned. Thus, the existing decommissioning trust funds provide the appropriate basis for the financial qualifications of ADP CR3. Moreover, ADP SF1 will be ADP CR3s source of funding for ISFSI management.

ADP CR3 has analyzed the remaining expected costs of decommissioning, including the expected annual cash flows, and it believes that with conservative NDT

U.S. Nuclear Regulatory Commission Attachment 1 3F1120-02 Page 16 of 24 BVY 20-030 investments that are designed to assure the preservation of the fund to be available for prompt decommissioning, the funding in the accounts available to ADP CR3 will be sufficient to pay all of the remaining expected costs of decommissioning the CR3 Facility. This is based on a conservative estimate of the remaining expected costs of decommissioning. Further, the major decommissioning work will be performed under fixed price or fixed unit contracts, subject to performance bonds (or insurance, where appropriate) issued by qualified surety companies to guarantee the performance of the tasks, and with withdrawals from the NDT limited under a decommissioning pay-item approach, which reasonably assures completion of the work within the cost estimates.

In addition, under this approach, any cost overruns on one task do not affect the funds remaining in the NDT to pay for the completion of other tasks.

ADP CR3 has prepared Enclosure 3, Schedule and Financial Information for Decommissioning, which provides financial projections for the duration of the CR3 decommissioning project and shows that the amount of the decommissioning trust funds in the CR3 NDT being made available to ADP CR3 under the DSA will be adequate to fund the costs of decommissioning CR3 and eventual costs of decommissioning the ISFSI. The right to draw on the source of funds described herein and the pro forma projected costs for the planned decommissioning period provide the requisite financial information for this license transfer request consistent with 10 CFR 50.33(f)(2).

DEF has executed the Fourth Amendment to Amended and Restated Nuclear Decommissioning Trust Agreement, in which it segregated $540 million into an IOI

U.S. Nuclear Regulatory Commission Attachment 1 3F1120-02 Page 17 of 24 BVY 20-030 Decommissioning Account dedicated to funding ADP CR3s decommissioning activities necessary to achieve the ISFSI-Only Interim End State Conditions, as defined in the DSA (partial license termination). All remaining assets in the CR3 NDT are held in segregated subaccounts known collectively as the Crystal River Decommissioning Reserve Subaccount within the trust and will remain dedicated to assuring the decommissioning of CR3. This balance exceeds $100 million.

The cash flow analysis in Enclosure 3 shows that the remaining balance in the IOI Decommissioning Account, with a credit for projected earnings assuming a 2% real rate of return as allowed by NRC regulations, is sufficient to fund the entire estimated cost of decommissioning CR3 and the ISFSI. Thus, the availability of funds in the CR3 NDT satisfies the prepayment method of providing decommissioning funding assurance pursuant to 10 CFR 50.75(e)(1)(i), and satisfies the prepayment method of providing ISFSI decommissioning funding assurance pursuant to 10 CFR 72.30.

In addition to the trust funds, ADP CR3 will have access to other financial assurance provided by its parent companies, NorthStar and Orano. NorthStar has entered into a financial Support Agreement in the amount of $105 million, and Orano has entered into a financial Support Agreement in the amount of $35 million. These agreements provide that $140 million will be available if needed for ADP CR3 to meet any of its obligations so that CR3 is maintained and decommissioned in compliance with the requirements of the NRC.

Finally, ADP CR3 has established a Provisional Trust, which was initially funded with $20 million. ADP CR3 retains 6% of each invoice for decommissioning services

U.S. Nuclear Regulatory Commission Attachment 1 3F1120-02 Page 18 of 24 BVY 20-030 performed and paid from the DEF NDT and deposits such amounts into the Provisional Trust. This retainage will continue until the Provisional Trust contains $50 million. This provides additional financial assurance of the performance of ADP CR3, and these amounts will not be fully released to ADP CR3 until the NRC approves partial license termination for an ISFSI-Only site.

e. ADP SF1 ADP SF1 owns the ISFSI and its associated equipment, and it holds title to the CR3 spent nuclear fuel, the high-level waste, and the greater than Class C waste at the CR3 Facility, as well as the associated canisters. ADP SF1 owns, but does not possess, the spent fuel and waste pursuant to the general license provided in 10 CFR 72.6(b).

ADP SF1 and ADP CR3 have entered into an SNF Services Agreement dated October 1, 2020, which provides for ADP SF1 to pay the costs incurred by ADP CR3 in maintaining and removing the spent nuclear fuel, the high-level waste, the greater than Class C waste, and the associated canisters from the site. Thus, ADP CR3 satisfies the requirement in 10 CFR 50.54(bb) for a plan for funding spent fuel management based upon its entitlement to funding under the Services Agreement with ADP SF1. This Services Agreement also provides the foundation for financial assurance for decommissioning of the ISFSI being provided under the terms of a contract, as contemplated by 10 CFR 50.75(e)(1)(v).

ADP SF1 estimates that the current cost of decommissioning the ISFSI is

$3.7 million, and ADP SF1 has established a nuclear decommissioning trust fund for

U.S. Nuclear Regulatory Commission Attachment 1 3F1120-02 Page 19 of 24 BVY 20-030 purposes of holding funds to decommission the ISFSI. ADP SF1 provides financial assurance for ISFSI decommissioning using prepayment method set forth in 10 CFR 72.30(e)(1). ADP SF1 deposited $3.95 million in its trust, which at the allowed 2% real rate of return would be projected to grow to $5.4 million by 2037, when the ISFSI is expected to be decommissioned.

ADP SF1 has been assigned the DOE Standard Contract governing the CR3 spent fuel, including all rights and obligations under that contract. ADP SF1s payments to ADP CR3 under the Services Agreement to operate, maintain and decommission the ISFSI, and to ultimately remove spent fuel from the ISFSI, will be substantially recoverable from DOE either through litigation of ADP SF1s claims under the Standard Contract or through the settlement of ADP SF1s future claims under that contract. ADP SF1 expects that its parent companies will provide funding in order to fund activities until it obtains a settlement and, thereafter, to fund ongoing costs in advance of recovering damages and for any disallowed damages claims.

ADP SF1 is a beneficiary of the $140 million in Support Agreements provided by NorthStar and Orano, and therefore, its parent companies will provide the funds necessary to pay ADP CR3 in advance of ADP SF1 recovering those costs from DOE through litigation or under a settlement, and/or to pay for ADP CR3s costs that are not recoverable from DOE through either litigation or settlement.

6. Restricted Data This Application does not contain any Restricted Data or other classified National Security Information, and it is not expected that any such information will become

U.S. Nuclear Regulatory Commission Attachment 1 3F1120-02 Page 20 of 24 BVY 20-030 involved in the licensed activities of NNDC, NVY or ADP CR3. However, in the event that such information does become involved, and in accordance with Section 145(a) of the AEA and 10 CFR 50.37, Agreement Limiting Access to Classified Information, NNDC, NVY and ADP CR 3 agree that they will appropriately safeguard such information and will not permit any individual to have access to such information until the individual has been appropriately approved for such access under the provisions of 10 CFR Part 25, Access Authorization, and/or Part 95, Facility Security Clearance and Safeguarding of National Security Information and Restricted Data.

7. Other Nuclear Regulatory Issues

a. Price-Anderson Indemnity and Nuclear Insurance NRC has amended the Price-Anderson indemnity agreement for VY to include NNDC and NVY, and it has amended the Price-Anderson indemnity agreement for CR3 to include ADP CR3. The licensees for the VY Facility and the CR3 Facility will continue to maintain offsite nuclear liability coverage and onsite property damage insurance coverage, in accordance with the exemptions that have been granted for the VY site and CR3 site with respect to the requirements of 10 CFR 50.54(w) and 10 CFR 140.11. The annual filings required by 10 CFR 50.54(w)(3) and 10 CFR 140.21 will continue to be made.

b. Standard Contract for Disposal of Spent Nuclear Fuel NVY maintains and will continue to maintain the Standard Contract for Disposal of Spent Nuclear Fuel and/or High Level Waste with the DOE for the disposal of spent nuclear fuel to be performed by the DOE (Standard Contract), including all rights and

U.S. Nuclear Regulatory Commission Attachment 1 3F1120-02 Page 21 of 24 BVY 20-030 obligations under that contract. This Standard Contract, No. DE-CR01-83NE44431, dated June 10, 1983, was entered into by the Yankee Companies and the United States of America, represented by the DOE, to govern spent nuclear fuel generated at VY.

NNDC is responsible for the VY spent nuclear fuel and is responsible for maintenance and security of spent fuel, including the ISFSI site. NNDC has exclusive responsibility under the Licenses for the possession, maintenance and decommissioning of VY, which includes responsibility to NRC for the maintenance and security of the ISFSI Site.

Upon initial receipt of proceeds from DOE for reimbursement of the dry fuel storage project costs, NVY will use those proceeds to pay down debt relating to construction of the ISFSI. NVY expects to pursue subsequent claims against DOE for its ongoing costs of maintaining the ISFSI. Withdrawals from the NDT will not exceed

$20 million, and in addition to expected recoveries from DOE, NorthStar is committed to funding these costs. This commitment is backed by the $140 million Support Agreement. In addition, NVY has committed to obtain a performance bond for its annual spent fuel management costs, if it is unable to obtain a settlement with DOE. In its Order dated October 11, 2018, the NRC imposed the following condition:

NorthStar Vermont Yankee, LLC shall obtain a performance bond if a Settlement Agreement with the U.S. Department of Energy (DOE), on DOE reimbursements for spent fuel management expenses, is not entered into by January 1, 2022. The performance bond will be effective January 1, 2022, initially in the amount of $4.3 million, and it will be renewed annually. This amount covers the annual amount of Independent Spent Fuel Storage Installation (ISFSI) operation and maintenance (O&M) costs projected for 2022-2024. If a settlement is not reached by January 1, 2024, this amount will be increased to $9.3 million, which covers the annual amount of ISFSI O&M costs projected for years after 2024.

U.S. Nuclear Regulatory Commission Attachment 1 3F1120-02 Page 22 of 24 BVY 20-030 The DOE Standard Contract for CR3, including all rights and obligations under that contract, was assigned to ADP SF1. This Standard Contract, No. DE-CR01-83NE44382, dated June 30, 1983, was entered into by the predecessor to DEF, Florida Power Corporation, and the United States of America, represented by the DOE, to govern the disposal of spent nuclear fuel generated at CR3. ADP SF1 expects to recover its costs for managing spent fuel as damages under the terms of the DOE Standard Contract. If ADP SF1 is unable to obtain a settlement agreement from the DOE by January 1, 2025, it will post a performance bond in an amount equal to one years worth of spent fuel management expense. It will thereafter maintain a performance bond for subsequent years, in the amount of the applicable estimated annual expense, until a settlement is obtained from DOE.

c. Exclusion Area Control The proposed indirect license transfers have no impact upon the authority of NNDC with respect to the VY exclusion area and have no impact upon the authority of ADP CR3 with respect to the CR3 exclusion area. NNDC and ADP CR3 will continue to have the required authority, continue to meet their obligations, and continue to comply with all requirements relating to their respective exclusion areas, entirely unaffected by the proposed indirect transfers.

d. QA Program The QA Programs for VY and CR3 are not affected by the proposed indirect transfer of control. No changes to the QA Programs are expected in connection with

U.S. Nuclear Regulatory Commission Attachment 1 3F1120-02 Page 23 of 24 BVY 20-030 the proposed transfers, and any changes that do occur in the ordinary course of business will be made in accordance with 10 CFR 50.54(a).

e. Continuation of the Current Licensing Basis The proposed indirect transfers have no impact on the licensing basis for VY and CR3.

8. Requested Review Schedule and Other Required Approvals The Applicants respectfully request that the NRC review and complete action expeditiously on the enclosed Application. The Applicants are prepared to work closely with the NRC Staff to facilitate the review of the Application. The Applicants request that the NRC issue an Order by July 1, 2021 authorizing the transfers to take place at any time within one year of the effective date of the Order.

9. Environmental Considerations This Application is exempt from environmental review, because it falls within the categorical exclusion appearing at 10 CFR 51.22(c)(21), Approvals of direct or indirect transfers of any license issued by NRC and any associated amendments required to reflect the approval of a direct or indirect transfer of an NRC license, for which neither an Environmental Assessment nor an Environmental Impact Statement is required.

10. Summary In summary, the proposed indirect license transfers will be consistent with the requirements of the Atomic Energy Act, NRC regulations, and regulatory guidance. The ongoing decommissioning of VY and CR3 is unaffected by the proposed internal reorganization, so there will be no adverse impact on public health and safety. NNDC

U.S. Nuclear Regulatory Commission Attachment 1 3F1120-02 Page 24 of 24 BVY 20-030 and ADP CR3 are technically qualified and will remain technically qualified without regard to the license transfers. The proposed transfers also do not impact the financial status of NNDC, NVY and ADP CR3, and these entities will remain financially qualified.

The transfers of the VY Licenses and CR3 Licenses will not be inimical to the common defense and security and does not involve foreign ownership, control or domination.

Applicants therefore request that the NRC consent to the indirect transfers in accordance with 10 CFR 50.80 and 72.50.

ENCLOSURE 1 GENERAL CORPORATE INFORMATION REGARDING NRC LICENSEES AND THEIR PARENT COMPANIES

Enclosure 1 Page 1 of 13 NAME: JFL GP Investors IV, LLC STATE OF Delaware FORMATION:

BUSINESS ADDRESS: 110 East 59th Street 27th Floor New York, NY 10022 MANAGING MEMBERS: John F. Lehman Louis N. Mintz Stephen L. Brooks C. Alexander Harman OFFICERS: John F. Lehman Louis N. Mintz Stephen L. Brooks C. Alexander Harman NAME: JFL-NGS Holdings, LLC STATE OF Delaware FORMATION:

BUSINESS ADDRESS: 110 East 59th Street 27th Floor New York, NY 10022 MANAGING MEMBER: JFL GP Investors IV, LLC OFFICERS: President & Assistant Secretary, C. Alexander Harman Treasurer & Assistant Secretary, Glenn M. Shor Secretary, David L. Rattner Assistant Secretary, David F. Thomas

Enclosure 1 Page 2 of 13 NAME: JFL-NGS Partners, LLC STATE OF Delaware FORMATION:

BUSINESS ADDRESS: 110 East 59th Street 27th Floor New York, NY 10022 MANAGING MEMBER: JFL-NGS Holdings, LLC OFFICERS: President & Assistant Secretary, C. Alexander Harman Treasurer & Assistant Secretary, Glenn M. Shor Secretary, David L. Rattner Assistant Secretary, David F. Thomas NAME: JFL-WCS Holdings, LLC STATE OF Delaware FORMATION:

BUSINESS ADDRESS: 110 East 59th Street 27th Floor New York, NY 10022 MANAGING MEMBER: JFL GP Investors IV, LLC OFFICERS: President & Assistant Secretary, C. Alexander Harman Treasurer & Assistant Secretary, Glenn M. Shor Secretary, David L. Rattner Assistant Secretary, David F. Thomas

Enclosure 1 Page 3 of 13 NAME: JFL-WCS Partners, LLC STATE OF Delaware FORMATION:

BUSINESS ADDRESS: 110 East 59th Street 27th Floor New York, NY 10022 MANAGING MEMBER: JFL-WCS Holdings, LLC OFFICERS: President & Assistant Secretary, C. Alexander Harman Treasurer & Assistant Secretary, Glenn M. Shor Secretary, David L. Rattner Assistant Secretary, David F. Thomas NAME: JFL-NGS-WCS Partners, LLC STATE OF Delaware FORMATION:

BUSINESS ADDRESS: 110 East 59th Street 27th Floor New York, NY 10022 MEMBERS: JFL-NGS Partners, LLC JFL-WCS Partners, LLC OFFICERS: President & Assistant Secretary, C. Alexander Harman Treasurer & Assistant Secretary, Glenn M. Shor Secretary, David L. Rattner Assistant Secretary, David F. Thomas Assistant Secretary, Michael S. Friedman

Enclosure 1 Page 4 of 13 NAME: NGS-WCS Group Holdings, LLC STATE OF Delaware FORMATION:

BUSINESS ADDRESS: 110 East 59th Street 27th Floor New York, NY 10022 DIRECTORS: C. Alexander Harman Glenn M. Shor Donald Glickman David F. Thomas Michael S. Friedman Nandit Gandhi James R. Baumgardner Scott E. State Alan Cook*

Michael Bayer OFFICERS: Chief Executive Officer, Scott E. State Vice President, Chief Financial Officer & Treasurer, Jeffrey P. Adix Vice President & General Counsel, Gregory G. DiCarlo Secretary, David L. Rattner

• Citizen of the United Kingdom.

Enclosure 1 Page 5 of 13 NAME: NorthStar Group Holdings, LLC STATE OF Delaware FORMATION:

BUSINESS ADDRESS: Seven Penn Plaza 370 7th Avenue, Suite 1803 New York, NY 10001 MANAGING MEMBER: NGS-WCS Group Holdings, LLC OFFICERS: Chief Executive Officer, Scott E. State President & Assistant Secretary, C. Alexander Harman Vice President & CFO, Jeffrey P. Adix Vice President & General Counsel, Gregory G. DiCarlo Treasurer & Assistant Secretary, Glenn M. Shor Secretary, David L. Rattner Assistant Secretary, David F. Thomas

Enclosure 1 Page 6 of 13 NAME: LVI Parent Corp.

STATE OF Delaware INCORPORATION:

BUSINESS ADDRESS: Seven Penn Plaza 370 7th Avenue, Suite 1803 New York, NY 10001 DIRECTORS: C. Alexander Harman Glenn M. Shor Donald Glickman David F. Thomas Michael S. Friedman Nandit Gandhi James R. Baumgardner Scott E. State Alan Cook*

Michael Bayer OFFICERS: President & Chief Executive Officer, Scott E. State Vice President & Chief Financial Officer, Jeffrey P. Adix Secretary, David L. Rattner Assistant Secretary, Glenn M. Shor Assistant Secretary, David F. Thomas

• Citizen of the United Kingdom.

Enclosure 1 Page 7 of 13 NAME: NorthStar Group Services, Inc.

STATE OF Delaware INCORPORATION:

BUSINESS ADDRESS: Seven Penn Plaza 370 7th Avenue, Suite 1803 New York, NY 10001 DIRECTORS: C. Alexander Harman, Chairman Glenn M. Shor Scott E. State OFFICERS: Chief Executive Officer & President, Scott E. State Vice President & Chief Operating Officer, John M. Leonard Vice President, Chief Financial Officer & Treasurer, Jeffrey P. Adix Vice President & General Counsel, Gregory G. DiCarlo Vice President & Director of Health and Safety, Gary Thibodeaux Vice President, Kamal Sookram Secretary, David L. Rattner Assistant Secretary, Glenn M. Shor

Enclosure 1 Page 8 of 13 NAME: NorthStar Decommissioning Holdings, LLC STATE OF Delaware INCORPORATION:

BUSINESS ADDRESS: Seven Penn Plaza 370 7th Avenue, Suite 1803 New York, NY 10001 MEMBER: NorthStar Group Services, Inc.

EXECUTIVE Scott State, CEO & CNO PERSONNEL Jeff Adix - Vice President, CFO & Treasurer Greg DiCarlo - Vice President, General Counsel &

Secretary Billy Reid - Vice President David Pearson - Vice President NAME: NorthStar Vermont Yankee, LLC STATE OF Delaware INCORPORATION:

BUSINESS ADDRESS: Seven Penn Plaza 370 7th Avenue, Suite 1803 New York, NY 10001 MANAGING MEMBER: NorthStar Decommissioning Holdings, LLC EXECUTIVE Scott State, CEO & CNO PERSONNEL David Pearson - President Jeff Adix - Vice President, CFO & Treasurer Greg DiCarlo - Vice President, General Counsel &

Secretary Billy Reid - Vice President Kamal Sookram, Vice President

Enclosure 1 Page 9 of 13 NAME: NorthStar Nuclear Decommissioning Company, LLC STATE OF Delaware INCORPORATION:

BUSINESS ADDRESS: Seven Penn Plaza 370 7th Avenue, Suite 1803 New York, NY 10001 MEMBER: NorthStar Group Services, Inc.

EXECUTIVE Scott State, CEO & CNO PERSONNEL Billy Reid - President Jeff Adix - Vice President, CFO & Treasurer Greg DiCarlo - Vice President, General Counsel &

Secretary David Pearson - Vice President Kamal Sookram, Vice President

Enclosure 1 Page 10 of 13 NAME: Orano SA PLACE OF France INCORPORATION:

BUSINESS ADDRESS: TOUR AREVA , 1 Place Jean MILLIER 92084 PARIS LA DEFENSE CEDEX France DIRECTORS: Philippe Varin (Chairman)

Philippe KNOCHE Bruno VINCENT Reynold PREVOST de La BOUTETIERE Marie-Astrid RAVON-BERENGUER Marie-Solange François JACQ Maurice GOURDAULT-MONTAGNE Claude IMAUVEN Patrick PELATA Marie-Hélne SARTORIUS Catherine DEIANA Alexia DRAVET EXECUTIVE Philippe Knoche, CEO PERSONNEL

Enclosure 1 Page 11 of 13 NAME: Orano USA LLC STATE OF Delaware FORMATION:

BUSINESS ADDRESS: 1155 F. Street, NW Suite 800 Washington, DC 20004 MANAGING MEMBER: Orano SA (sole member)

EXECUTIVE Sam Shakir, President & CEO PERSONNEL Paul Mifsud, CFO Thomas Pennington, Secretary NAME: Orano Decommissioning Holdings LLC STATE OF Delaware FORMATION:

BUSINESS ADDRESS: 1155 F. Street, NW Suite 800 Washington, DC 20004 MANAGING MEMBER: Orano USA LLC (sole member)

EXECUTIVE Sam Shakir, President & CEO PERSONNEL Paul Mifsud, CFO Thomas Pennington, Secretary

Enclosure 1 Page 12 of 13 NAME: Accelerated Decommissioning Partners, LLC STATE OF Delaware FORMATION:

BUSINESS ADDRESS: 17101 Preston Rd, Suite #115 Dallas, TX 75248 MEMBERS: NorthStar Group Services, Inc.

Orano USA LLC OFFICERS Chief Executive Officer, Scott E. State Chief Nuclear Officer, Scott E. State Vice President, Billy E. Reid, Jr.

Vice President, Sam Shakir Treasurer, Jeffrey P. Adix Asst. Treasurer, Paul Mifsud Secretary, Thomas Pennington

Enclosure 1 Page 13 of 13 NAME: ADP CR3, LLC STATE OF Delaware FORMATION:

BUSINESS ADDRESS: 17101 Preston Rd, Suite #115 Dallas, TX 75248 MEMBER: Accelerated Decommissioning Partners, LLC Chief Executive Officer, Scott E. State OFFICERS Chief Nuclear Officer, Scott E. State Vice President, Gregory G. DiCarlo Vice President, Billy E. Reid, Jr.

Vice President, Sam Shakir Vice President, John Hager Treasurer, Jeffrey P. Adix Asst. Treasurer, Paul Mifsud Secretary, Michael Woods NAME: ADP SF1, LLC STATE OF Delaware FORMATION:

BUSINESS ADDRESS: 17101 Preston Rd, Suite #115 Dallas, TX 75248 MEMBER: Accelerated Decommissioning Partners, LLC Chief Executive Officer, Scott E. State OFFICERS Chief Nuclear Officer, Scott E. State Vice President, Gregory G. DiCarlo Vice President, Billy E. Reid, Jr.

Vice President, Sam Shakir Treasurer, Jeffrey P. Adix Asst. Treasurer, Paul Mifsud Secretary, Michael Woods

ENCLOSURE 2 Schedule and Financial Information for Decommissioning (VY)

Enclosure 2 Page 1 of 2 Table 2.1 Vermont Yankee Nuclear Power Station - PROMPT DECON Methodology Annual Cash Flow Analysis - Total License Termination, Spent Fuel Management (Thousands of 2020 Dollars) - See column definitions below Column 1 Column 2 Column 3 Column 4 Column 5 Column 6 Column 7 Column 8 Column 9 Contributions License Spent Beginning of NorthStar End-Of-Year Total Contributions Annual Earnings Year Termination Fuel Period Funded Withdrawals Escrow Fund Expenses DOE Recovery on Fund Cost Cost Balance Deposits / Balance Distributions Q4-2020 $11,105 $1,060 $12,165 $400,855 $12,165 $0 $2,523 $1,943 $393,156 2021 $88,930 $4,241 $93,171 $393,156 $93,171 $0 $9,611 $6,000 $315,597 2022 $79,925 $4,241 $84,166 $315,597 $84,166 $0 $8,184 $4,629 $244,243 2023 $69,758 $4,241 $73,999 $244,243 $73,999 $10,000 $0 $3,605 $183,849 2024 $65,692 $4,241 $69,933 $183,849 $69,933 $16,964 $0 $2,618 $133,499 2025 $33,188 $4,241 $37,429 $133,499 $37,429 $4,241 $0 $2,006 $102,316 2026 $10,613 $4,241 $14,854 $102,316 $14,854 $4,241 -$5,452 $1,834 $88,085 2027 $8,944 $8,944 $88,085 $8,944 $4,241 -$56,000 $1,668 $29,050 2028 $8,944 $8,944 $29,050 $8,944 $8,944 $0 $581 $29,631 2029 $8,944 $8,944 $29,631 $8,944 $8,944 $0 $593 $30,224 2030 $8,944 $8,944 $30,224 $8,944 $8,944 $0 $604 $30,828 2031 $8,944 $8,944 $30,828 $8,944 $8,944 $0 $617 $31,445 2032 $8,944 $8,944 $31,445 $8,944 $8,944 $0 $629 $32,074 2033 $8,944 $8,944 $32,074 $8,944 $8,944 $0 $641 $32,715 2034 $8,944 $8,944 $32,715 $8,944 $8,944 $0 $654 $33,369 2035 $8,944 $8,944 $33,369 $8,944 $8,944 $0 $667 $34,037 2036 $8,944 $8,944 $34,037 $8,944 $8,944 $0 $681 $34,718 2037 $8,944 $8,944 $34,718 $8,944 $8,944 $0 $694 $35,412 2038 $8,944 $8,944 $35,412 $8,944 $8,944 $0 $708 $36,120 2039 $8,944 $8,944 $36,120 $8,944 $8,944 $0 $722 $36,842 2040 $8,944 $8,944 $36,842 $8,944 $8,944 $0 $737 $37,579 2041 $8,944 $8,944 $37,579 $8,944 $8,944 $0 $752 $38,331 2042 $8,944 $8,944 $38,331 $8,944 $8,944 $0 $767 $39,098 2043 $8,944 $8,944 $39,098 $8,944 $8,944 $0 $782 $39,880 2044 $8,944 $8,944 $39,880 $8,944 $8,944 $0 $798 $40,677 2045 $8,944 $8,944 $40,677 $8,944 $8,944 $0 $814 $41,491 2046 $8,944 $8,944 $41,491 $8,944 $8,944 $0 $830 $42,320 2047 $8,944 $8,944 $42,320 $8,944 $8,944 $0 $846 $43,167 2048 $8,944 $8,944 $43,167 $8,944 $8,944 $0 $863 $44,030 2049 $8,944 $8,944 $44,030 $8,944 $8,944 $0 $881 $44,911 2050 $8,944 $8,944 $44,911 $8,944 $8,944 $0 $898 $45,809 2051 $8,944 $8,944 $45,809 $8,944 $8,944 $0 $916 $46,725 2052 $3,454 $8,944 $12,398 $46,725 $12,398 $8,944 $0 $865 $44,137 2053 $44,137 $0 $8,944 $0 $1,062 $54,143 TOTAL $362,664 $259,055 $621,720 $400,855 $621,720 $272,236 -$41,134 $43,904 $54,143

Enclosure 2 Page 2 of 2 Table 2.1 Definitions:

Column 1: License Termination Cost Reflects the Total Annual License Termination Plan cost in 2020 dollars at a 2%

escalation rate.

Column 2: Spent Fuel Cost Reflects the Total Annual Irradiated Fuel Management Plan Cost, less Fuel Loading, in 2020 dollars at a 2% escalation rate.

Column 3: Total Expenses Reflects Total Expenses (Column 1 plus Column 2)

Column 4: Beginning of Period Funded Balance Reflects the Funded Balance as of September 30, 2020 and on January 1 of each year thereafter. The Funded Balance includes the Nuclear Decommissioning Trust (NDT), excluding the Site Restoration subaccount plus the Financial Assurance Escrow (FAE))

• September 30, 2020 Beginning of Period Funded Balances equals $367,192 NDT Balance plus $33,664 FAE Balance Column 5: Withdrawals Reflects the annual expenditures from the Trust Fund in 2020 dollars at a 2%

escalation rate.

Column 6: Contributions DOE Recovery Reflects Cost Recovery from DOE for breach of the Standard Contract in 2020 dollars at a 2% escalation rate.

• Year 2023: $10,000 recovery reflects NorthStar net proceeds from Entergy DOE Litigation (Round 3)

• Year 2024: $16,694 recovery reflects initial NorthStar DOE settlement for costs incurred from 2019 thru 2023.

Column 7: Contributions NorthStar Deposits / Distributions Reflects NorthStar contributions as required by Section 2(c) of the Memorandum of Understanding (MOU) dated March 2, 2018 and approved by the State of Vermont Public Utility Commission. Distribution on 1.1.2026 of $5,452 and on 1.1.2027 of $56,000 are made pursuant to Section 2(c)(2) of the MOU.

Column 8: Annual Earnings on Funds Reflects earnings on funds remaining in the trust. A 2% Earnings rate is used over a 0% cost escalation rate. The annual 2% earnings are calculated on the Beginning Balance (Column 4) minus 100% of withdrawals (Column5) plus 100%

of contributions (Columns 6 and 7) multiplied by the 2% annual earnings rate.

Column 9: End of Year Fund Balance Reflects the End-of-Year Trust Fund Balance. (NDT, excluding Site Restoration subaccount plus FAE)

ENCLOSURE 3 Schedule and Financial Information for Decommissioning (CR3)

Enclosure 3 Page 1 of 6 Table 3.1 Crystal River Unit 3 Nuclear Power Station - PROMPT DECON Methodology Annual Cash Flow Analysis - Total License Termination and Site Restoration (Thousands of 2020 Dollars) - See column definitions below Column 1 Column 2 Column 3 Column 4 Column 5 Column 6 Column 7 Column 8 ADP Net Beginning of License Site Incremental End-Of-Year Total Period Funded ADP NDT Annual Earnings Year Termination Restoration Contributions & Fund Expenses Balance Withdrawals on Fund Cost Cost (Distributions) Balance (NDT + PT)

Provisional Trust Q4-2020 $62,247 $48 $62,295 $554,107 $62,295 $4,421 $2,459 $498,692 2021 $88,863 $250 $89,113 $498,692 $89,113 $5,118 $8,192 $422,889 2022 $116,274 $5,220 $121,493 $422,889 $121,493 $7,557 $6,028 $314,981 2023 $67,492 $1,055 $68,547 $314,981 $68,547 $3,807 $4,929 $255,169 2024 $66,193 $1,693 $67,886 $255,169 $67,886 $4,156 $3,746 $195,185 2025 $42,799 $5,988 $48,787 $195,185 $48,787 $296 $2,928 $149,622 2026 $50,149 $25,836 $75,985 $149,622 $75,985 -$980 $1,473 $74,130 2027 $0 $0 $0 $74,130 $24,130 -$50,000 $0 TOTAL $494,017 $40,090 $534,107 $554,107 $558,236 -$25,624 $29,754 $0

Enclosure 3 Page 2 of 6 Table 3.1 Definitions:

Column 1: License Termination Cost Reflects the Total Annual License Termination Plan cost in 2020 dollars at a 2%

escalation rate.

Column 2: Site Restoration Cost:

Reflects the Annual Site Restoration Plan cost in 2020 dollars at a 2% escalation rate.

Column 3: Total Expenses Reflects Total Expenses (Column 1 plus Column 2)

Column 4: Beginning of Period Funded Balance Reflects the Funded Balance as of October 1, 2020 and on January 1 of each year thereafter. The Funded Balance includes the Nuclear Decommissioning Trust (NDT), plus the Provisional Trust (PT))

• The account was funded with $534,107, which reflected deductions from the initial $540 million for work performed pre-closing

• October 1, 2020 Beginning of Period Funded Balances equals $534,107 NDT Balance plus $20,000 PT Balance Column 5: ADP NDT Withdrawals Reflects the annual expenditures from the NDT in 2020 dollars at a 2% escalation rate.

• $24,130 estimated withdrawal on January 1, 2027 reflects final payment for achievement of the ISFSI-Only Interim End-State Conditions pursuant to Section 9.3.4 of the Decommissioning Services Agreement (DSA) dated May 29, 2019 and Amended October 1, 2020.

Column 6: ADP Net Incremental Contributions (Distributions) - Provisional Trust Reflects ADP incremental contributions and (distributions) pursuant to the terms of the DSA.

Column 7: Annual Earnings on Funds Reflects earnings on funds remaining in the trust. A 2% Earnings rate is used over a 0% cost escalation rate. The annual 2% earnings are calculated on the Beginning Balance (Column 4) minus 100% of withdrawals (Column5) plus 100%

of contributions (Columns 6) multiplied by the 2% annual earnings rate.

Column 8: End of Year Fund Balance Reflects the End-of-Year Trust Fund Balance. (NDT plus fund annual earnings.)

Enclosure 3 Page 3 of 6 Table 3.2 Crystal River Unit 3 Nuclear Power Station - PROMPT DECON Methodology Annual Cash Flow Analysis - ISFSI Decommissioning (Thousands of 2020 Dollars) - See column definitions below Column 1 Column 2 Column 3 Column 4 Column 5 Column 6 Spent Fuel Beginning of End-Of-Year ADP ADP Annual Earnings Year Management Year Fund Fund Withdrawals Distributions on Fund

- ISFSI Demo Balance Balance Q4-2020 $0 $3,950 $0 $0 $20 $3,970 2021 $0 $3,970 $0 $0 $79 $4,049 2022 $0 $4,049 $0 $0 $81 $4,130 2023 $0 $4,130 $0 $0 $83 $4,213 2024 $0 $4,213 $0 $0 $84 $4,297 2025 $0 $4,297 $0 $0 $86 $4,383 2026 $0 $4,383 $0 $0 $88 $4,471 2027 $0 $4,471 $0 $0 $89 $4,560 2028 $0 $4,560 $0 $0 $91 $4,651 2029 $0 $4,651 $0 $0 $93 $4,744 2030 $0 $4,744 $0 $0 $95 $4,839 2031 $0 $4,839 $0 $0 $97 $4,936 2032 $0 $4,936 $0 $0 $99 $5,035 2033 $0 $5,035 $0 $0 $101 $5,135 2034 $0 $5,135 $0 $0 $103 $5,238 2035 $0 $5,238 $0 $0 $105 $5,343 2036 $0 $5,343 $0 $0 $107 $5,450 2037 $5,407 $5,450 $5,407 -$43 $0 $0 TOTAL $5,407 $3,950 $5,407 -$43 $1,500 $0

Enclosure 3 Page 4 of 6 Table 3.2 Definitions:

Column 1: License Termination Cost Reflects the Total ISFSI Decommissioning cost in 2020 dollars at a 2% escalation rate.

Column 2: Beginning of Period Funded Balance Reflects the Funded Balance as of October 1, 2020 and on January 1 of each year thereafter.

Column 3: ADP NDT Withdrawals Reflects the annual expenditures from the NDT in 2020 dollars at a 2% escalation rate.

Column 4: ADP Distributions Reflects distribution of residual ISFI Decommissioning funds upon completion of the ISFSI decommissioning.

Column 5: Annual Earnings on Funds Reflects earnings on funds remaining in the trust. A 2% Earnings rate is used over a 0% cost escalation rate. The annual 2% earnings are calculated on the Beginning Balance (Column 2) minus 100% of withdrawals (Columns 3) minus 100% of distributions (Columns 5) multiplied by the 2% annual earnings rate.

Column 6: End of Year Fund Balance Reflects the End-of-Year Trust Fund Balance.

Enclosure 3 Page 5 of 6 Table 3.3 Crystal River Unit 3 Nuclear Power Station - PROMPT DECON Methodology Annual Cash Flow Analysis - Irradiated Fuel Management (Thousands of 2020 Dollars) - See column definitions below Column 1 Column 2 Column 3 Column 4 Column 5 Column 6 Column 7 Spent Fuel Beginning of ADP Incremental End-Of-Year ADP DOE Cost Annual Earnings Year Management Period Fund Contributions Fund Withdrawals Recovery on Fund Costs Balance (Distributions) Balance Q4-2020 $1,955 $0 $1,955 $2,500 $0 $3 $548 2021 $7,976 $548 $7,976 $8,000 $0 $3 $575 2022 $19,770 $575 $19,770 $19,750 $0 $3 $557 2023 $9,617 $557 $9,617 -$600 $10,191 $3 $534 2024 $8,464 $534 $8,464 -$5,000 $19,770 $34 $6,874 2025 $8,634 $6,874 $8,634 $0 $9,617 $39 $7,897 2026 $8,806 $7,897 $8,806 $0 $17,379 $82 $16,552 2027 $12,302 $16,552 $12,302 $0 $8,806 $65 $13,121 2028 $12,548 $13,121 $12,548 $0 $12,601 $66 $13,240 2029 $12,799 $13,240 $12,799 $0 $12,548 $65 $13,054 2030 $13,055 $13,054 $13,055 $0 $12,799 $64 $12,862 2031 $13,316 $12,862 $13,316 $0 $13,372 $65 $12,983 2032 $13,583 $12,983 $13,583 $0 $13,316 $64 $12,780 2033 $13,854 $12,780 $13,854 $0 $13,583 $63 $12,571 2034 $14,131 $12,571 $14,131 $0 $14,191 $63 $12,693 2035 $14,414 $12,693 $14,414 $0 $14,131 $62 $12,473 2036 $14,702 $12,473 $14,702 $0 $14,414 $61 $12,245 2037 $79,214 $12,245 $79,214 -$126 $67,094 $0 $0 TOTAL $279,143 $0 $279,143 $24,524 $253,815 $804 $0

Enclosure 3 Page 6 of 6 Table 3.3 Definitions:

Column 1: Spent Fuel Management Costs Reflects the Total Annual Spent Fuel Management cost in 2020 dollars at a 2%

escalation rate.

Column 2: Beginning of Period Funded Balance Reflects the Funded Balance as of October 1, 2020 and on January 1 of each year thereafter.

Column 3: ADP Withdrawals Reflects the annual expenditures from the Irradiated Fuel Management Account in 2020 dollars at a 2% escalation rate paid by ADP SF1 pursuant to the SNF Services Agreement dated October 1, 2020.

Column 4: ADP Incremental Contributions (Distributions)

Reflects ADP incremental contributions and (distributions).

Column 5: DOE Cost Recovery Reflects Cost Recovery from DOE for breach of the Standard Contract in 2020 dollars at a 2% escalation rate.

• Conservatively assumes recovery of approximately 91% of costs, net of legal costs and disallowed costs

• Year 2023: $10,191 recovery reflects initial NorthStar DOE settlement for costs incurred from 2020 thru 2021

• Year 2037: $67,094 reflects NorthStar DOE settlement for costs incurred in 2036 and 2037. (excludes recovery DOE Fuel Loading Costs - $21,415 incurred in 2037)

Column 7: Annual Earnings on Funds Reflects earnings on funds remaining in the account. A 2% Earnings rate is used over a 0% cost escalation rate. The annual 2% earnings are calculated on the Beginning Balance (Column 4) minus 100% of withdrawals (Column5) plus 100%

of contributions (Columns 6) multiplied by the 2% annual earnings rate.

Column 8: End of Year Fund Balance Reflects the End-of-Year Trust Fund Balance. (NDT plus FAE)