ML23096A282
| ML23096A282 | |
| Person / Time | |
|---|---|
| Site: | Westinghouse, 11004036, 11004358, 11004552, 11004736, 11004752, 11004918, 11004990, 11005030, 11005042, 11005057, 11005224, 11005472, 11005536, 11005639, 11005908, 11005968, 11006001, 11006011, 11006014, 11006040, 11006060, 11006085, 11006216, 11006217, 11006233, 11006403, 11006430, 11006446, 11006453, 11006332, 11006333, 11006334 |
| Issue date: | 05/15/2023 |
| From: | Office of Nuclear Material Safety and Safeguards |
| To: | Westinghouse |
| Shared Package | |
| ML23096A266 | List: |
| References | |
| EA-23-052, EPID L-2022-LLM-0004 | |
| Download: ML23096A282 (4) | |
Text
SAFETY EVALUATION REPORT WESTINGHOUSE ELECTRIC COMPANY, LLC APPLICATION AND REQUEST FOR U.S. NUCLEAR REGULATORY COMMISSION CONSENT TO THE INDIRECT TRANSFER OF CONTROL OF LICENSES LICENSE NUMBERS: SNM-1107, XCOM-1014, XCOM-1047, XCOM-1072, XCOM-1093, XCOM-1094, XCOM-1102, XCOM-1111, XCOM-1113, XCOM-1116, XCOM-1170, XCOM-1188, XCOM-1219, XCOM-1246, XCOM-1249, XCOM-1252, XCOM-1255, XCOM-1262, XCOM-1298, XSNM-3006, XSNM-3163, XSNM-3264, XSNM-3461, XSNM-3702, XSNM-3769, XSNM-3802, XSNM-3803, XSNM-3804, XSNM-3820, XSNM-3825, XSNM-3829, XSNM-3830, XR-169, XR-176, and XR-178.
DOCKET NUMBERS: 70-1151, 11004036, 11004358, 11004552, 11004736, 11004752, 11004918, 11005030, 11005042, 11005057, 11005536, 11005908, 11006001, 11006014, 11006040, 11006060, 11006085, 11006217, 11005472, 11006011, 11006216, 11004990, 11005224, 11005639, 11005968, 11006233, 11006332, 11006333, 11006334, 11006403, 11006430, 11006446, 11006453.
LICENSEE: Westinghouse Electric Company, LLC.
BACKGROUND By letter dated December 20, 2022 (Agencywide Documents Access and Management System
[ADAMS] Accession Number ML22354A291), and supplemented by letters dated February 17, 2023 (ML23053A070 and ML23053A074), and February 27, 2023 (ML23058A448), (collectively, the application), Westinghouse Electric Company, LLC (Westinghouse) submitted an application in which it requested that the U.S. Nuclear Regulatory Commission (NRC) consent to the indirect transfer of control of its material and export licenses. The application describes the indirect transfer of control of Westinghouse from Brookfield WEC Holdings Inc. (WEC Holdings),
one of Westinghouses intermediate parent companies, to Watt New Aggregator L.P. (Watt), an exempted limited partnership formed under the laws of the Cayman Islands, which is ultimately controlled by Brookfield Corporation (Brookfield), a Canadian company.
In accordance with Title 10 of the Code of Federal Regulations (10 CFR) Part 2, Subpart M, Procedures for Hearings on License Transfer Applications, and Part 110, Export and Import of Nuclear Equipment and Material, the NRC published a notice of receipt and consideration of the request for consent to transfer of the licenses in the Federal Register (88 FR 10146, February 16, 2023) and provided a notice of the opportunity to provide comments and to request a hearing with respect to the proposed indirect transfer of control of the licenses. The NRC did not receive any comments or requests for a hearing.
DISCUSSION Section 184 of the Atomic Energy Act of 1954, as amended, (the Act) and the regulations in 10 CFR 70.36 provide the requirements for an indirect transfer of control of licenses under Parts 70 and 110. The NRC staff evaluated the application using the guidance in NUREG-1556, Enclosure 1
Volume 15, "Guidance About Changes of Control and About Bankruptcy Involving Byproduct, Source, or Special Nuclear Materials Licenses" (ML16181A003).
- 1. Description of the Transaction Westinghouse is the holder of a materials license for the use of special nuclear material (SNM) at the Columbia Fuel Fabrication Facility (CFFF) in Hopkins, South Carolina, as well as 34 export licenses. Westinghouse is currently a wholly-owned subsidiary of WEC Holdings, which is currently a wholly-owned subsidiary of Brookfield. Following the acquisition, Brookfield will indirectly hold a 51 percent interest in Watt (the buyer) and Watt GP Ltd., a Bermuda company limited by shares, which controls Watt as its general partner. The remaining 49 percent interest in Watt and Watt GP Ltd. will be held by Cameco Corporation, a Canadian company. The acquisition of WEC Holdings by Watt constitutes an indirect transfer of control of the NRC licenses held by Westinghouse because Watt will have control of Westinghouse.
The application states that there will not be any changes to the name of Westinghouse or any contact information pertaining to Westinghouses licensed activities as a result of the transaction. Watt will inform the NRC if it becomes aware of any changes as part of this transaction.
The NRC staff reviewed the information provided by the licensee in its application, as supplemented, regarding the description of the transaction including organization charts, information about the parent companies, and the location of the parent and intermediate holding companies. The NRC staff finds the description of the transaction acceptable.
Financial Qualifications CFFF is subject to the financial qualification requirements in 10 CFR 70.23(a)(5),
Requirements for the Approval of Applications. The application states that Westinghouse will continue to be financially qualified to carry out licensed activities.
Exhibit D of the application provides both Westinghouses projected opening balance sheet and the Columbia Fuel Consolidated Income Statement, which lists Westinghouses actual incomes for 2020 through 2022 and projected incomes for fiscal years 2022 through 2027. The documentation shows that Westinghouses business activities at CFFF are net cash positive and are projected to generate an operating profit through 2027. The NRC staff reviewed these financial statements from Westinghouse and concluded that the licensee provided the necessary financial information for the NRC to make a finding that the licensee will continue to be financially qualified with respect to CFFF. Based on the financial information provided by the licensee in its application as supplemented, for the CFFF, the NRC staff finds that Westinghouse appears to be financially qualified to engage in the proposed activities in accordance with 10 CFR 70.23(a)(5).
Foreign Ownership, Control, or Influence Westinghouse does not require access to classified information under 10 CFR Part 95, Facility Security Clearance and Safeguarding of National Security Information and Restricted Data. Consequently, there is no need for Westinghouse to be granted a facility clearance, which would require a foreign ownership, control, or influence review.
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Should Westinghouse have a need to access classified information in the future, then it would be required to obtain a facility clearance under 10 CFR Part 95.
- 2. Changes of Personnel The application states that there are no anticipated changes in personnel or management having direct operational responsibility for, and control of, licensed activities as a result of the transaction. There are no changes anticipated in personnel responsible for radiation safety or use of licensed material.
- 3. Changes of Location, Equipment, and Procedures The application states that there are no anticipated changes in the organization, locations, facilities, equipment, or procedures that relate to the licensed program for any of the licenses. There are currently no changes anticipated in the use, possession, location, or storage of the licensed material as a result of the transaction.
- 4. Surveillance Records The application states that all surveillance items and records for the licenses will continue to be maintained in their existing state and in accordance with applicable requirements.
- 5. Decommissioning and Related Records Transfers The application states that the transaction will have no effect on any decommissioning records, and that all records concerning the safe and effective decommissioning of Westinghouses facilities will remain with Westinghouse. The application also states that Westinghouse will remain responsible for the current status and future decommissioning of all licensed facilities. Further, the most recently approved decommissioning cost estimate (ML22259A179) for Westinghouse is currently covered by a fully funded trust fund (ML23020A114). Westinghouse has indicated that there will be no changes to its record keeping procedures or to the location of any of its records as a result of the transfer. The NRC staff finds that the licensees financial assurance and record keeping for decommissioning is in accordance with the requirements of 10 CFR 70.25, Financial Assurance and Recordkeeping for Decommissioning.
- 6. Transferee's Commitment to Abide by the Transferor's Commitments The application states that Westinghouse will continue to abide by all constraints, conditions, requirements, representations, and commitments of its licenses. In addition, Brookfield Renewables, another intermediate parent company to WEC Holdings, and Cameco acknowledged and confirmed in the application that Westinghouse will continue to abide by all commitments made to the NRC. The NRC staff finds this commitment acceptable.
ENVIRONMENTAL REVIEW Under 10 CFR 51.21, Criteria for and identification of Licensing and Regulatory Actions Requiring Environmental Assessments, all NRC licensing actions require an environmental assessment except those that are identified in 10 CFR 51.20(b), Criteria for and Identification of 3
Licensing and Regulatory Actions Requiring Environmental Impact Statements, as requiring an environmental impact statement and those identified in 10 CFR 51.22(c), Criterion for Categorical Exclusion; Identification of Licensing and Regulatory Actions Eligible for Categorical Exclusion or Otherwise Not Requiring Environmental Review, as categorical exclusions. The NRC approval of the Westinghouse indirect transfer request falls within a category of actions that the Commission has declared to be a categorical exclusion, since this action does not individually or cumulatively have a significant effect on the human environment. Specifically, approval for the direct or indirect transfer of any license issued by the NRC and any associated amendments to that license required to reflect the approval of a direct or indirect transfer of an NRC license, is categorically excluded from the need for an environmental assessment under 10 CFR 51.22(c)(21). In addition, pursuant to 10 CFR 51.1, Scope, and 51.10, Purpose and Scope of Subpart; Application of Regulations of Council on Environmental Quality, the regulations in 10 CFR Part 51, Environmental Protection Regulations for Domestic Licensing and Related Regulatory Functions, do not apply to export licensing matters within the scope of 10 CFR Part 110. Therefore, an environmental assessment is not required for this action.
CONCLUSION Based on the findings described above, the NRC staff concludes that the proposed indirect transfer of control of Westinghouses material and export licenses is in accordance with the Act, and the NRC may therefore approve the transfer. In addition, the NRC staff concludes that the proposed Westinghouse corporate structure and indirect transfer will not be inimical to the common defense and security, or to the health and safety of the public. The NRC staff has reasonable assurance that the licensed materials will continue to be used and the facilities will continue to be operated in accordance with the NRCs regulations and in a manner that ensures the common defense and security and the public health and safety. Therefore, based on the NRC staffs findings and conclusions described above, Westinghouses request for NRC consent to the indirect transfer of its licenses should be approved.
PRINCIPAL CONTRIBUTORS:
Jenny Tobin, Office of Nuclear Material Safety and Safeguards (NMSS)
Kenneth Kline, NMSS Alana Bell, Office of the General Counsel 4