PLA-8032, Application for Order Approving Indirect Transfer of Control of Licenses and Approving Conforming License Amendments - Supplemental Information (PLA-8032)

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Application for Order Approving Indirect Transfer of Control of Licenses and Approving Conforming License Amendments - Supplemental Information (PLA-8032)
ML22301A205
Person / Time
Site: Susquehanna  Talen Energy icon.png
Issue date: 10/28/2022
From: Berryman B
Susquehanna, Talen Energy
To:
Office of Nuclear Material Safety and Safeguards, Office of Nuclear Reactor Regulation, Document Control Desk
Shared Package
ML22301A204 List:
References
PLA-8032
Download: ML22301A205 (1)


Text

Addendum to Exhibit A Contains Proprietary Information -

Withhold in Accordance with 10 CFR 2.390 Brad Berryman Susquehanna Nuclear, LLC President and 769 Salem Boulevard Chief Nuclear Officer Berwick, PA 18603 Tel. 570.542.2904 Fax 570.542.1504 Brad.Berryman@TalenEnergy.com October 28, 2022 Attn: Document Control Desk 10 CFR 50.80 U. S. Nuclear Regulatory Commission 10 CFR 50.90 Washington, DC 20555-0001 10 CFR 72.50 SUSQUEHANNA STEAM ELECTRIC STATION APPLICATION FOR ORDER APPROVING INDIRECT TRANSFER OF CONTROL OF LICENSES AND APPROVING CONFORMING LICENSE AMENDMENTS - SUPPLEMENTAL Docket No. 50-387 INFORMATION 50-388 PLA-8032 and 72-28

Reference:

1) Susquehanna letter to NRC: Application for Order Approving Indirect Transfer of Control of Licenses and Approving Conforming License Amendments (PLA-8015), dated September 29, 2022 (ADAMS Accession No. ML22272A604)

In Reference 1, Susquehanna Nuclear, LLC (Susquehanna Nuclear), acting on behalf of itself and certain Unsecured Creditors (as defined in Reference 1) of Talen Energy Supply, LLC (Talen Energy Supply) (collectively, the Applicants), submitted a request pursuant to Section 184 of the Atomic Energy Act of 1954, as amended, 10 CFR 50.80, and 10 CFR 72.50 for NRC consent to the indirect transfer of control of Susquehanna Nuclears interests in Facility Operating License Nos. NPF-14 and NPF-22 for the Susquehanna Steam Electric Station (SSES) Units 1 and 2, as well as the general license for the SSES Independent Spent Fuel Storage Installation (ISFSI) (the Application).1 In addition, Applicants requested conforming administrative license amendments to reflect a change in the entity responsible for providing a financial support agreement to Susquehanna Nuclear.

As detailed in Reference 1, commencing on May 9, 2022, Talen Energy Supply and certain of its subsidiaries each filed a voluntary case under Chapter 11 of Title 11 of United States Code in the United States Bankruptcy Court for the Southern District of Texas (Chapter 11 Cases).

1 As noted in the Application, Allegheny Electric Cooperative owns a 10% share of SSES. There are no proposed changes to Allegheny Electric Cooperatives ownership share of SSES in this request.

Document Control Desk PLA-8032 The need for NRC consent is based upon the comprehensive restructuring of Talen Energy as a result of the Chapter 11 Cases. The Applicants committed in Reference 1 to update or supplement the Application as required.

Applicants are submitting the enclosed Supplement to the Application (Supplement) to provide the NRC with updated information regarding the planned transaction. More specifically, since submitting the Application, Talen Energy Supply has made certain updates to its business plan as a result of developments in the Chapter 11 Cases. These business plan updates have flowed through in changes to the pro forma projected income statement and cash flow statement for Susquehanna Nuclears share of SSES included in the Application.

In addition, for tax and other considerations, Applicants are considering addition of two wholly-owned intermediate parents of Susquehanna Nuclear in the ownership structure. The enclosed Supplement provides more information on the updated proposed ownership structure, but the addition of these intermediate parents does not change the facts or conclusions regarding governance or control contained in the Application.

The enclosures provide replacements for the existing Exhibit B - Simplified Organization Chart (After Transaction) and Exhibit D - Pro Forma Income Statement and Cash Flow Statement provided with the Application. This Supplement includes a non-public, separately bound Addendum with Enclosure 1 Exhibit A (Proprietary). The proprietary version of Exhibit A contains confidential commercial or financial information. Susquehanna Nuclear and Talen Energy Supply request that the Addendum with Enclosure 1 Exhibit A (Proprietary) be withheld from public disclosure pursuant to 10 CFR 9.17(a)(4) and the policy reflected in 10 CFR 2.390(a)(4), as described in the Declaration of Brad Berryman, which is provided in to the Application.

A publicly available version of Enclosure 1 Exhibit A (Non-Proprietary) suitable for public disclosure is provided in the Application.

There are no new or revised regulatory commitments contained in this submittal.

Should you have any questions regarding this submittal, please contact Ms. Melisa Krick, Manager - Nuclear Regulatory Affairs, at (570) 542-1818.

Document Control Desk PLA-8032 I declare under penalty of perjury that the information in this Application pertaining to Susquehanna Nuclear and Talen is true and correct to the best of my knowledge and belief.

Executed on October 28, 2022.

B. Berryman

Enclosure:

1. Supplement to Application for Order Approving Indirect Transfer of Licenses

Attachment:

1. Declaration of Brad Berryman Exhibits:

A. Pro Forma Income Statement and Cash Flow Statement (Non-Proprietary Version)

B. Updated Simplified Organizational Chart (After Transaction)

Addendum A. Pro Forma Income Statement and Cash Flow Statement [Proprietary Information - Withhold from Public Disclosure in Accordance with 10 CFR 2.390]

Copy: Director, Office of Nuclear Reactor Regulation NRC Region I Mr. C. Highley, NRC Senior Resident Inspector Ms. A. Klett, NRC Project Manager Mr. M. Shields, PA DEP/BRP

Enclosure 1 to PLA-8032 Supplement to Application for Order Approving Indirect Transfer of Licenses

Enclosure 1 to PLA-8032 Page i List of Exhibits Declaration of Brad Berryman Exhibits:

A. Pro Forma Income Statement and Cash Flow Statement (Non-Proprietary Version)

B. Updated Simplified Organizational Chart (After Transaction)

Addendum A Proprietary Version of Exhibit A

Enclosure 1 to PLA-8032 Page 1 of 2 Application for Order Approving Indirect Transfer of Licenses and Approving Conforming License Amendments Supplemental Information In Reference 1, Susquehanna Nuclear, LLC (Susquehanna Nuclear), acting on behalf of itself and certain Unsecured Creditors (as defined in Reference 1) of Talen Energy Supply, LLC (Talen Energy Supply) (collectively, the Applicants), submitted a request pursuant to Section 184 of the Atomic Energy Act of 1954, as amended, 10 CFR 50.80, and 10 CFR 72.50 for NRC consent to the indirect transfer of control of Susquehanna Nuclears interests in Facility Operating License Nos. NPF-14 and NPF-22 for the Susquehanna Steam Electric Station (SSES) Units 1 and 2, as well as the general license for the SSES Independent Spent Fuel Storage Installation (ISFSI) (the Application).1 In addition, Applicants requested conforming administrative license amendments to reflect a change in the entity responsible for providing a financial support agreement to Susquehanna Nuclear.

As detailed in Reference 1, commencing on May 9, 2022, Talen Energy Supply and certain of its subsidiaries each filed a voluntary case under Chapter 11 of Title 11 of United States Code in the United States Bankruptcy Court for the Southern District of Texas (Chapter 11 Cases).

The need for NRC consent is based upon the comprehensive restructuring of Talen Energy as a result of the Chapter 11 Cases. The Applicants committed in Reference 1 to update or supplement the Application as required based on developments in the Chapter 11 Cases.

Since submitting the Application, Talen Energy Supply has made certain updates to its business plan as a result of developments in the Chapter 11 Cases. These business plan updates have flowed through in changes to the pro forma projected income statement and cash flow statement for Susquehanna Nuclears share of SSES included in the Application.

Applicants are hereby supplementing the Application by providing the updated pro forma projected income statement and cash flow statement for Susquehanna Nuclears share of SSES in the enclosed Exhibit A. The enclosures provide replacements for the existing Exhibit D -

Pro Forma Income Statement and Cash Flow Statement provided with the Application.

Proprietary versions of the updated financial information are provided a non-public, separately bound Addendum with Enclosure 1 Exhibit A (Proprietary). The proprietary version of Exhibit A to this Supplement contains confidential commercial or financial information.

Susquehanna Nuclear and Talen Energy Supply request that the Addendum with Enclosure 1 1

As noted in the Application, Allegheny Electric Cooperative owns a 10% share of SSES. There are no proposed changes to Allegheny Electric Cooperatives ownership share of SSES in this request.

Enclosure 1 to PLA-8032 Page 2 of 2 Exhibit A (Proprietary) be withheld from public disclosure pursuant to 10 CFR 9.17(a)(4) and the policy reflected in 10 CFR 2.390(a)(4), as described in the Declaration of Brad Berryman, which is enclosed. A publicly available version of Enclosure 1 Exhibit A (Non-Proprietary) suitable for public disclosure is provided as Exhibit A to this Supplement.

In addition, the Application stated that the Unsecured Creditors planned to take ownership of reorganized Talen Energy Corporation, a Delaware corporation, upon the completion of the reorganization. Reorganized Talen Energy Corporation in turn would own 100% of the membership interests in Talen Energy Supply, which in turn would own 100% of Susquehanna Nuclear.

For tax and other considerations, Applicants are considering addition of two wholly-owned intermediate parents of Susquehanna Nuclear in the ownership chain between it and reorganized Talen Energy Corporation. Specifically, Applicants are considering adding the following two entities to the ownership chain: (1) New TES Owner, LLC, expected to be a Delaware limited liability company, which will be wholly-owned by reorganized Talen Energy Corporation and, in turn, be the owner of 100 percent of the ownership interests in Talen Energy Supply; and (2) New SN Owner, LLC, expected to be a Delaware limited liability company which will be wholly-owned by Talen Energy Supply and, in turn, be the owner of 100 percent of the ownership interests in Susquehanna Nuclear.2 Exhibit B to this supplement replaces the existing Exhibit B - Simplified Organization Chart (After Transaction) provided with the Application, and is included as Exhibit B to this Supplement. The addition of these intermediate parents does not change the facts or conclusions regarding governance or control contained in the Application.

Reference

1. Susquehanna letter to NRC: Application for Order Approving Indirect Transfer of Control of Licenses and Approving Conforming License Amendments (PLA-8015),

dated September 29, 2022 (ADAMS Accession No. ML22272A604) 2 The names of the two intermediate owners are yet to be determined, so this Supplement uses generic names to describe them.

Attachment 1 to PLA-8032 Declaration of Brad Berryman

Attachment 1 to PLA-8032 Page 1 of 2 DECLARATION SUPPORTING TALEN ENERGY APPLICATION TO WITHHOLD CERTAIN DOCUMENTS FROM PUBLIC DISCLOSURE I, Brad Berryman, President and Chief Nuclear Officer for Susquehanna Nuclear, LLC, declare the following under penalty of perjury:

1. I am authorized to execute this declaration on behalf of Susquehanna Nuclear LLC, acting on behalf of itself and on behalf of Talen Energy Supply, LLC (collectively, Talen).
2. Talen is providing information to the U.S. Nuclear Regulatory Commission (NRC) in support of the Supplement to Application for Order Approving Indirect Transfer of Licenses. The proprietary version of Exhibit A is being provided separately as an addendum to Exhibit A.

This addendum contains financial information, including pro forma income statements, related to anticipated revenues from sales of electricity and capacity from Susquehanna Steam Electric Station (SSES) Units 1 and 2 along with plant operating and maintenance costs. These documents constitute proprietary commercial and financial information that should be held in confidence by the NRC pursuant to the policy reflected in 10 CFR 2.390(a)(4) and 10 CFR 9.17(a)(4) because:

a. It contains information that is held in confidence by Talen and its affiliates.
b. This information is of a type that is customarily held in confidence by Talen and its affiliates and there is a rational basis for doing so because the information contains sensitive financial competitive information concerning SSES anticipated revenues and operating expenses.
c. This information is being transmitted to the NRC in confidence.
d. This information is not available in public sources and could not be gathered readily from publicly available information.
e. Public disclosure of this information would create substantial financial harm to the competitive position of Talen and its affiliates by disclosing the internal financial pro forma statements and commercial information for SSES to other parties who commercial interests may be adverse to those of Talen.
3. Accordingly, Talen requests that the proprietary version of Exhibit A being provided separately as an addendum to the Supplement to Application for Order Approving Indirect Transfer of Licenses be withheld from public disclosure pursuant to 10 CFR 2.390(a)(4) and 9.17(a)(4).

Attachment 1 to PLA-8032 Page 2 of2 I declare that the foregoing is true and correct.

Executed on OctoberZ., 2022.

Susquehanna Nuclear, LLC Brad Berryman President and Chief Nuclear Officer Susquehanna Nuclear, LLC S-W-t-- PPr (cu\"* LC'-' \*cJr; E; \ 110 '{'('\e_ Olf'\

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  • Notary Seal Commonwealth of Pennsylvania Public Sohil P. Ghodasara, Notary Lehigh County 18 2025 My Commission Expires July 200 Commission Number 1317

Exhibit A to PLA-8032 Pro Forma Income Statement and Cash Flow Statement (Non-Proprietary Version)

Exhibit A to PLA-8032 Page 1 of 4 4P Tables Summary (Thousands of Dollars)

TOTAL STATION Base Case 10% Reduction CF 10% Reduction Energy Price 2023 2024 2025 2026 2027 2023 2024 2025 2026 2027 2023 2024 2025 2026 2027 Assumptions: Assumptions: Assumptions:

Price Projection ($/MWh) Price Projection ($/MWh) Price Projection ($/MWh) $ $ $ $ $

Plant Capacity Factor Plant Capacity Factor Plant Capacity Factor Revenues: Revenues: Revenues:

(a) Revenue from Energy Revenue from Energy Revenue from Energy Revenue from Ancillary Services Revenue from Ancillary Services Revenue from Ancillary Services (a) Revenue from Capacity Revenue from Capacity Revenue from Capacity Total Revenue: Total Revenue: Total Revenue:

Expenses: Expenses: Expenses:

Fuel Expense Fuel Expense Fuel Expense Decommissioning Accretion Expense Decommissioning Accretion Expense Decommissioning Accretion Expense Direct O&M (90%) Direct O&M (90%) Direct O&M (90%)

Intercompany Charges Intercompany Charges Intercompany Charges Taxes (Non Income) Taxes (Non Income) Taxes (Non Income)

Depreciation Depreciation Depreciation Other Expenses Other Expenses Other Expenses Total Expenses: Total Expenses: Total Expenses:

Income Before Taxes: Income Before Taxes: Income Before Taxes:

(b) Income Taxes: Income Taxes: Income Taxes:

Net Income (Loss): $ $ $ $ $ Net Income (Loss): $ $ $ $ $ Net Income (Loss): $ $ $ $ $

UNIT #1 Base Case 10% Reduction CF 10% Reduction Energy Price 2023 2024 2025 2026 2027 2023 2024 2025 2026 2027 2023 2024 2025 2026 2027 Assumptions: Assumptions: Assumptions:

Price Projection ($/MWh) $ $ $ $ $ Price Projection ($/MWh) Price Projection ($/MWh)

Plant Capacity Factor Plant Capacity Factor Plant Capacity Factor Revenues: Revenues: Revenues:

(a) Revenue from Energy Revenue from Energy Revenue from Energy Revenue from Ancillary Services Revenue from Ancillary Services Revenue from Ancillary Services (a) Revenue from Capacity Revenue from Capacity Revenue from Capacity Total Revenue: Total Revenue: Total Revenue:

Expenses: Expenses: Expenses:

Fuel Expense Fuel Expense Fuel Expense Decommissioning Accretion Expense Decommissioning Accretion Expense Decommissioning Accretion Expense Direct O&M (90%) Direct O&M (90%) Direct O&M (90%)

Intercompany Charges Intercompany Charges Intercompany Charges Taxes (Non Income) Taxes (Non Income) Taxes (Non Income)

Depreciation Depreciation Depreciation Other Expenses Other Expenses Other Expenses Total Expenses: Total Expenses: Total Expenses:

Income Before Taxes: Income Before Taxes: Income Before Taxes:

(b) Income Taxes: Income Taxes: Income Taxes:

Net Income (Loss): $ $ $ $ $ Net Income (Loss): $ $ $ $ $ Net Income (Loss): $ $ $ $ $

UNIT #2 Base Case 10% Reduction CF 10% Reduction Energy Price 2023 2024 2025 2026 2027 2023 2024 2025 2026 2027 2023 2024 2025 2026 2027 Assumptions: Assumptions: Assumptions:

Price Projection ($/MWh) $ $ $ $ $ Price Projection ($/MWh) Price Projection ($/MWh)

Plant Capacity Factor Plant Capacity Factor Plant Capacity Factor Revenues: Revenues: Revenues:

(a) Revenue from Energy Revenue from Energy Revenue from Energy Revenue from Ancillary Services Revenue from Ancillary Services Revenue from Ancillary Services (a) Revenue from Capacity Revenue from Capacity Revenue from Capacity Total Revenue: Total Revenue: Total Revenue:

Expenses: Expenses: Expenses:

Fuel Expense Fuel Expense Fuel Expense Decommissioning Accretion Expense Decommissioning Accretion Expense Decommissioning Accretion Expense Direct O&M (90%) Direct O&M (90%) Direct O&M (90%)

Intercompany Charges Intercompany Charges Intercompany Charges Taxes (Non Income) Taxes (Non Income) Taxes (Non Income)

Depreciation Depreciation Depreciation Other Expenses Other Expenses Other Expenses Total Expenses: Total Expenses: Total Expenses:

Income Before Taxes: Income Before Taxes: Income Before Taxes:

(b) Income Taxes: Income Taxes: Income Taxes:

Net Income (Loss): $ $ $ $ $ Net Income (Loss): $ $ $ $ $ Net Income (Loss): $ $ $ $ $

(a) Includes executed Power Purchase Agreement (PPA) with pricing that includes Production Tax Credit (PTC) considerations. Except for the PPA, the proforma does not include any upside value from the PTC.

(b) All income taxes are paid at the Talen Energy Supply level. No tax sharing agreement is in place for taxes at Susquehanna Nuclear, LLC.

Exhibit A to PLA-8032 Six Month Fixed Operating Costs Page 2 of 4 (Thousands of Dollars)

TOTAL STATION 5Year 2023 2024 2025 2026 2027 Average (a)

Six months coverage of 5year average operating costs $

UNIT #1 5Year 2023 2024 2025 2026 2027 Average Direct O&M (90%)

(a) Taxes (Non Income)

Non-fuel Capital Expenditures Six months coverage of 5year average operating costs $

UNIT #2 5Year 2023 2024 2025 2026 2027 Average Direct O&M (90%)

(a) Taxes (Non Income)

Non-fuel Capital Expenditures Six months coverage of 5year average operating costs $

(a) All income taxes are paid at the Talen Energy Supply level. No tax sharing agreement is in place for taxes at Susquehanna Nuclear, LLC.

Exhibit A to PLA-8032 Page 3 of 4 Susquehanna Cash Flow Statement (Thousands of Dollars)

Total Station Base Case Unit 1 Base Case Unit 2 Base Case 2023 2024 2025 2026 2027 2023 2024 2025 2026 2027 2023 2024 2025 2026 2027 OPERATING ACTIVITIES OPERATING ACTIVITIES OPERATING ACTIVITIES Net Income $ $ $ $ $ Net Income $ $ $ $ $ Net Income $ $ $ $ $

NonCash Items Included in Net Income: 4,837 4,837 4,837 4,837 4,837 NonCash Items Included in Net Income: NonCash Items Included in Net Income:

Depreciation, Amortization, & Decommissioning Depreciation, Amortization, Decommissioning and Taxes Depreciation, Amortization, Decommissioning and Taxes Net cash flow provided / (used in) operating activities 4,837 4,837 4,837 4,837 4,837 Net cash flow provided / (used in) operating activities Net cash flow provided / (used in) operating activities INVESTING ACTIVITIES INVESTING ACTIVITIES INVESTING ACTIVITIES Construction Expenditures (36,367) (51,394) (56,462) (48,380) (68,079) Construction Expenditures Construction Expenditures Nuclear fuel purchases (89,138) (99,079) (109,943) (120,761) (140,381) Nuclear fuel purchases Nuclear fuel purchases Net cash flow provided / (used in) investing activities (125,505) (150,473) (166,405) (169,141) (208,460) Net cash flow provided / (used in) investing activities Net cash flow provided / (used in) investing activities FINANCING ACTIVITIES FINANCING ACTIVITIES FINANCING ACTIVITIES Net cash flow provided / (used) by financing activities Net cash flow provided / (used) by financing activities Net cash flow provided / (used) by financing activities Net Increase (Decrease) in Cash & Cash Equivalents $ (120,668) $ (145,636) $ (161,568) $ (164,304) $ (203,622) Net Increase (Decrease) in Cash & Cash Equivalents $ $ $ $ $ Net Increase (Decrease) in Cash & Cash Equivalents $ $ $ $ $

Total Station Sensitivity 1 (10% Reduction in Capacity Factor) Unit 1 Sensitivity 1 (10% Reduction in Capacity Factor) Unit 2 Sensitivity 1 (10% Reduction in Capacity Factor) 2023 2024 2025 2026 2027 2023 2024 2025 2026 2027 2023 2024 2025 2026 2027 OPERATING ACTIVITIES OPERATING ACTIVITIES OPERATING ACTIVITIES Net Income $ $ $ $ $ Net Income $ $ $ $ $ Net Income $ $ $ $ $

NonCash Items Included in Net Income: 4,837 4,837 4,837 4,837 4,837 NonCash Items Included in Net Income: NonCash Items Included in Net Income:

Depreciation, Amortization, Decommissioning and Taxes Depreciation, Amortization, Decommissioning and Taxes Depreciation, Amortization, Decommissioning and Taxes Net cash flow provided / (used in) operating activities 4,837 4,837 4,837 4,837 4,837 Net cash flow provided / (used in) operating activities Net cash flow provided / (used in) operating activities INVESTING ACTIVITIES INVESTING ACTIVITIES INVESTING ACTIVITIES Construction Expenditures (36,367) (51,394) (56,462) (48,380) (68,079) Construction Expenditures Construction Expenditures Nuclear fuel purchases (89,138) (99,079) (109,943) (120,761) (140,381) Nuclear fuel purchases Nuclear fuel purchases Net cash flow provided / (used in) investing activities (125,505) (150,473) (166,405) (169,141) (208,460) Net cash flow provided / (used in) investing activities Net cash flow provided / (used in) investing activities FINANCING ACTIVITIES FINANCING ACTIVITIES FINANCING ACTIVITIES Net cash flow provided / (used) by financing activities Net cash flow provided / (used) by financing activities Net cash flow provided / (used) by financing activities Net Increase (Decrease) in Cash & Cash Equivalents $ (120,668) $ (145,636) $ (161,568) $ (164,304) $ (203,622) Net Increase (Decrease) in Cash & Cash Equivalents $ $ $ $ $ Net Increase (Decrease) in Cash & Cash Equivalents $ $ $ $ $

Total Station Sensitivity 2 (10% Reduction in Energy Price) Unit 1 Sensitivity 2 (10% Reduction in Energy Price) Unit 2 Sensitivity 2 (10% Reduction in Energy Price) 2023 2024 2025 2026 2027 2023 2024 2025 2026 2027 2023 2024 2025 2026 2027 OPERATING ACTIVITIES OPERATING ACTIVITIES OPERATING ACTIVITIES Net Income $ $ $ $ $ Net Income $ $ $ $ $ Net Income $ $ $ $ $

NonCash Items Included in Net Income: 4,837 4,837 4,837 4,837 4,837 NonCash Items Included in Net Income: NonCash Items Included in Net Income:

Depreciation, Amortization, Decommissioning and Taxes Depreciation, Amortization, Decommissioning and Taxes Depreciation, Amortization, Decommissioning and Taxes Net cash flow provided / (used in) operating activities 4,837 4,837 4,837 4,837 4,837 Net cash flow provided / (used in) operating activities Net cash flow provided / (used in) operating activities INVESTING ACTIVITIES INVESTING ACTIVITIES INVESTING ACTIVITIES Construction Expenditures (36,367) (51,394) (56,462) (48,380) (68,079) Construction Expenditures Construction Expenditures Nuclear fuel purchases (89,138) (99,079) (109,943) (120,761) (140,381) Nuclear fuel purchases Nuclear fuel purchases Net cash flow provided / (used in) investing activities (125,505) (150,473) (166,405) (169,141) (208,460) Net cash flow provided / (used in) investing activities Net cash flow provided / (used in) investing activities FINANCING ACTIVITIES FINANCING ACTIVITIES FINANCING ACTIVITIES Net cash flow provided / (used) by financing activities Net cash flow provided / (used) by financing activities Net cash flow provided / (used) by financing activities Net Increase (Decrease) in Cash & Cash Equivalents $ (120,668) $ (145,636) $ (161,568) $ (164,304) $ (203,622) Net Increase (Decrease) in Cash & Cash Equivalents $ $ $ $ $ Net Increase (Decrease) in Cash & Cash Equivalents $ $ $ $ $

Exhibit A to PLA-8032 Page 4 of 4 Attachment 3 Capacity Factor Assumptions BASE CASE 2023 2024 2025 2026 2027 Capacity (MW)

Unit 1 Unit 2 Station Period Hours Planned Outage Days Unit 1 Unit 2 Station EPOF [(C

  • 24)/B]

Unit 1 Unit 2 Station EUOF Utilization Factor*

Unit 1 Unit 2 Station Generation (MWh) [A*B*(1-D-E)*F]

Unit 1 Unit 2 Station Potential Generation (MWh) [A*B]

Unit 1 Unit 2 Station Capacity Factor [G/H]

Unit 1 Unit 2 Station

Exhibit B to PLA-8032 Updated Simplified Organizational Chart (After Transaction)

Exhibit B to PLA-8032 Page 1 of 1 Exhibit B Simplified Corporate Structure - Intended PostEmergence Rubric Capital Nuveen, Citadel CastleKnight Management LP LLC Advisors LLC Management LP 2225%

1116% 4.56%

9.515%

Other Equity Reorganized Talen Holders (DE Corp.) (expected) 3856%

New TES Owner, LLC (DE LLC) (expected)

Talen Energy Supply, LLC (DE LLC)

New SN Owner, LLC (DE LLC) (expected)

  • Ranges are explained in the Application Susquehanna Nuclear, LLC
  • No Other Equity Holders are expect to exceed 5% (DE LLC) 1