ML23152A116

Application for Order Consenting to Indirect Transfer of Control with Respect to Reactor Licenses, Materials Licenses, and Export Licenses, and Notification Regarding Other Approvals

ML23152A116
Person / Time
Site:	Vallecitos Nuclear Center, 07000754, 07001113, 07200001, 07001220, Vallecitos
Issue date:	05/30/2023
From:	Wileman J GE Hitachi Nuclear Energy, Global Nuclear Fuel
To:	Office of Nuclear Material Safety and Safeguards, Office of Nuclear Reactor Regulation, Document Control Desk
Shared Package
ML23152A114	List: ML23152A116
References
M230071
Download: ML23152A116 (1)

Text

GE Hitachi Nuclear Energy Jay T. Wileman President & Chief Executive Officer 3901 Castle Hayne Road P.O. Box 780

- HITACHI Wilmington, NC 28402 USA T (910) 819-2029 Jay.Wileman@ge.com Proprietary Information Notice Appendices A, section A.3, B-1, section B-1.3 and B-3, section B-3.9 and Exhibits E, F, and G to the enclosure to this letter contain GEHA and/or GNF-A proprietary information which is to be withheld from public disclosure in accordance with 10 CFR 2.390. Upon redaction of the bracketed proprietary information in Appendices A, B-1, and B-3, and removal of Exhibits E, F and G, the balance of this letter may be made public.

May 30, 2023 M230071 Via Electronic Information Exchange ATTN: Document Control Desk 10 CFR 50.80 U.S. Nuclear Regulatory Commission 10 CFR 70.36 One White Flint North 10 CFR 72.50 11555 Rockville Pike 10 CFR 110.50 & 110.51 Rockville, MD 20852 10 CFR 2.390 Nuclear Test Reactor (NTR)

License No. R-33 NRC Docket No.50-073 Vallecitos Boiling Water Reactor (VBWR)

License No. DPR-1 NRC Docket No. 50-18 ESADA Vallecitos Experimental Superheat Reactor (EVESR)

License No. DR-10 NRC Docket No. 50-183 General Electric Test Reactor (GETR)

License No. TR-1 NRC Docket No. 50-70 1

Vallecitos Nuclear Center License No. SNM-960 NRC Docket No.70-754 Vallecitos Nuclear Center License No. SNM-1270 NRC Docket No. 70-1220 Morris Independent Spent Fuel Storage Installation License No. SNM-2500 NRC Docket No. 72-1 Global Nuclear Fuel-Americas Wilmington Facility License No. SNM-1097 NRC Docket No. 70-1113 GE-Hitachi Nuclear Energy Americas Export License License No. XR132 NRC Docket No. (Awaiting Assignment)

Global Nuclear Fuel-Americas Export License License No. XSNM1662 NRC Docket No. 11001076 Global Nuclear Fuel-Americas Export License License No. XSNM03135 NRC Docket No. 1105186 Global Nuclear Fuel-Americas Export License License No. XSNM3398 NRC Docket No. 11005555 Global Nuclear Fuel-Americas Export License License No. XCOM1124 NRC Docket No 11005086 Global Nuclear Fuel-Americas Export License License No. XCOM3785 NRC Docket No 11006278 Global Nuclear Fuel-Americas Export License License No. XCOM3066 NRC Docket No 11005081 2

Re: Application for Order Consenting to Indirect Transfer of Control with Respect to Reactor Licenses, Materials Licenses, and Export Licenses, and Notification Regarding Other Approvals Pursuant to Section 184 of the Atomic Energy Act of 1954, as amended (AEA), and 10 CFR 50.80, 70.36, 72.50, 110.50, and 110.51, General Electric Company (GE), GE-Hitachi Nuclear Energy Americas, LLC (GEHA) and Global Nuclear Fuel-Americas, LLC (GNF-A)

(together, Applicants) submit the enclosed application (Application) requesting the U.S.

Nuclear Regulatory Commission (NRC) consent to the indirect transfer of control of the reactor, materials, and export licenses held by GEHA and GNF-A listed on Exhibit B. The Application also provides related notice for the Certificates of Compliance (CoCs) held by GEHA and GNF-A. 1 The Application and consent are necessitated by a proposed transaction implementing the publicly announced separation of GE into three separate companies. In the first phase, completed in January 2023, GE spun off its health care business into GE HealthCare Technologies, Inc. The second step of that corporate separation involves transferring the energy-related businesses (including renewables, turbines, nuclear energy and others) into a new entity, named GE Vernova. The aerospace-related businesses will remain in GE.

This Application involves the second phase in which GE will transfer its various energy-related businesses, including its ownership interests in GEHA and GNF-A, into a recently created wholly-owned subsidiary named GE Vernova LLC. GE Vernova LLC will later convert to a corporation (referred to herein as GE Vernova Corp.), will then be spun-off to GE shareholders as a publicly-traded corporation and will no longer be part of GE. With respect to the licenses held by GEHA and GNF-A, the proposed transaction will occur in two steps, each of which involve an indirect transfer of control. First, GE Vernova LLC will become an intermediate holding company and an indirect corporate parent of both GEHA and GNF-A (the Internal Reorganization).

Second, after GE Vernova LLC has been converted to a corporation, GE will distribute the shares of GE Vernova Corp. to its shareholders as a result of which, GE Vernova Corp. will become the new ultimate U.S. parent company for both GEHA and GNF-A (the Spin) (together, with the Internal Reorganization, the Transaction). Because these two steps are required to effectuate the Transaction, and the second step would not occur without the first, the Applicants are submitting a single Application and request that the NRC grant its consent to both steps of the Transaction.

More information on the proposed transaction is provided in the enclosed Application.

1 Transactions involving CoCs are not subject to the consent requirements of AEA Section 184 or related NRC regulations. In the enclosed Application, Applicants notify the NRC of the indirect transfer of control, within the meaning of 10 CFR 50.80, 70.36, 72.50, 110.50, & 110.51 and implementing guidance, of the CoCs that have been issued to Applicants. GEHA and GNF-A will continue to be the holders of the CoCs listed in Exhibit B after the closing of the Transaction, and the Transaction will not result in any reduction in safety nor change any commitments made under the CoCs.

3

GE, through its wholly-owned subsidiary GENE Holding LLC, 2 holds a 60% ownership interest in GE-Hitachi Nuclear Energy Holdings, LLC, which owns 100% of GEHA. GE, through its wholly-owned subsidiary Nuclear Fuel Holding Co., Inc., holds a 60% ownership interest in Global Nuclear Fuel Holding Co., LLC, which owns 100% of GNF-A. The remaining 40% of GEHA and GNF-A are ultimately held by Hitachi Ltd. (Hitachi), a Japanese corporation, through wholly-owned intermediate holding companies. Hitachis ownership interests are not affected by the proposed transaction. The current corporate organizational structure of GE, as it relates to GEHA and GNF-A before the Transaction, is depicted in a simplified organization chart provided in Exhibit E-1 to the enclosed Application. Exhibit E-2 provides a simplified organization chart showing the structure after the Internal Reorganization. Exhibit E-3 provides a simplified organization chart showing the structure after the Spin.

In the Internal Reorganization, GE will transfer to GE Vernova LLC all of GEs 60% ownership interest in both GEHA and GNF-A. At this step, GE Vernova LLC will be wholly-owned by GE and will become an intermediate holding company and an indirect corporate parent of both GEHA and GNF-A. GE Vernova LLC is managed by a single manager. The principal officers and manager are all U.S. citizens. Prior to the Spin, GE Vernova LLC will become a Delaware corporation and GE will distribute its shares in GE Vernova Corp. to its shareholders. Once a corporation, GE Vernova Corp. will be managed by a board of directors consisting of approximately 10 directors. The principal officers of GE Vernova Corp. and members of the board of directors have yet to be identified but GE expects a majority will be U.S. citizens.

Names and citizenship of expected officers and directors will be provided to the NRC when they become available.

For significant corporate business purposes, GE seeks to effect the Internal Reorganization in the second half of 2023 and the Spin by early 2024. GE would not undertake the Internal Reorganization but for the planned Spin, and Applicants therefore request consent to both the Internal Reorganization and the Spin in this Application. Applicants request for consent to both the Internal Reorganization and the Spin is consistent with other requests for NRC consent to single transactions involving multiple steps. 3 There are no anticipated changes in the operations, key operating personnel, or licensed activities of any of the licenses resulting from the Transaction. Applicants will notify the NRC if changes 2

GE holds 100% of the common interests in GENE Holding LLC. A wholly-owned GE subsidiary holds 100% of the preferred interests in GENE Holding LLC. In conjunction with the Transaction, the preferred interests in GENE Holding LLC are being transferred from one wholly-owned GE subsidiary, MRA Investments, Inc., to another wholly-owned GE subsidiary, Nuclear Fuel Holding Company, Inc. Nuclear Fuel Holding Company, Inc. will then be transferred to GE Vernova LLC so that, upon completion of the Transaction GE Vernova Corp.

will own 100% of the interests in GENE Holding LLC.

3 See, e.g., Evaluation of and Threshold Determination on the Share Purchase Agreement Between Toshiba Corporation and Brookfield WEC Holdings LLC (Mar. 22, 2018) (ML18073A224); Arizona Public Service Co.

et al. (Palo Verde Nuclear Generating Station Units 1 and 2 and Independent Spent Fuel Storage Installation),

Corrected Order (Approving Transfers of Control of Licenses) (Nov. 17, 2021) (ML21307A132); Evaluation of and Threshold Determination on the Interim Transaction in the Westinghouse Indirect Transfer of Control Application (March 8, 2023) (ML23055A301).

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become anticipated as part of the Transaction. GEHA and GNF-A will remain U.S. companies and will continue to be headquartered in Wilmington, North Carolina.

GEHAs and GNF-As employees responsible for licensed materials and activities will continue to be responsible for such materials and activities after the closing of the Transaction.

Accordingly, GEHA and GNF-A will remain technically qualified as the licensees and will continue to fulfill all responsibilities as the licensees.

GEHA and GNF-A currently are, and after the Transaction will continue to be, financially qualified to engage in NRC-licensed activities. GEHA and GNF-A rely on surety bonds to demonstrate financial assurance for decommissioning of the licenses. No changes to the substantive terms of the surety bonds are anticipated as a result of the Transaction, and GEHA and GNF-A will also continue to comply with applicable NRC requirements for financial assurance for decommissioning.

The Transaction is not anticipated to affect the organizational or operational structure described in the licenses, approvals, and certificates. More specifically, there are no anticipated changes in operating organizations, locations, facilities, equipment, or procedures associated with the licensed activities that would require NRC approval. 4 Further, there are no anticipated changes in the use, possession, locations, or storage of licensed materials because of the Transaction. Licensed activities of GEHA and GNF-A will continue in their current form without interruption resulting from the Transaction. Applicants will inform NRC if changes become anticipated as part of the Transaction.

In addition to the consents requested in the Application, the closing of the Transaction is conditioned on, among other things, the filing of certain applications and notices with, and receipt of relevant approvals, licenses or consents from applicable governmental authorities (collectively, Regulatory Approvals). The Applicants currently anticipate that the Regulatory Approvals will have been received, and the Internal Reorganization will close, in the second half of 2023, and that the Spin will close in early 2024. Therefore, Applicants request that the NRC provide its consent no later than November 1, 2023. The consent should remain effective for one year subject to extension for good cause shown. Applicants will keep the NRC informed of the progress in obtaining Regulatory Approvals and the expected timing of the closing of the Transaction.

Applicants also would appreciate the NRC adding the individuals on the attached list to the service list for correspondence related to the Application.

4 Applicants are reviewing site separation activities at GNF-As Wilmington, NC site and anticipate that those activities will be managed under the licensees existing authority. To the extent GNF-A determines that prior NRC approval is required for changes to NRC approved plans (e.g., Emergency Planning or Security) any such approval request would be the subject of a separately docketed application.

5

The Application is submitted pursuant to Section 184 of the AEA, and the NRC's implementing regulations in 10 CFR 50.80, 70.36, 72.50, 110.50, and 110.51. The Application follows applicable NRC guidance. 5 Should there be any questions regarding the Application, or the licenses, approvals, or certificates listed in Exhibit B to the Enclosure that are the subject of the Application, or any questions regarding GE, GE Vemova LLC, GE Vemova Corp., GEHA, GNF-A, or any of their affiliated companies, please contact my Senior Vice President of Regulatory Affairs, Michelle P. Catts, (Michelle.Catts@GE.com).

Sincerely,

~ DocuSlgned by:

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Jay 1. wueman President & Chief Executive Officer GE-Hitachi Nuclear Energy Chief Executive Officer Global Nuclear Fuel, LLC Enclosure cc:

Administrator, USNRC Region II Administrator, USNRC Region III Administrator, USNRC Region IV Director, Office of Nuclear Materials Safety and Safeguards Director, Office of International Programs Director, Office of Nuclear Reactor Regulations Executive Director for Operations 5 NUREG-1556, Volume 15, Rev. I, Consolidated Guidance About Materials Licenses: Guidance about Changes of Control and About Bankruptcy Involving Byproduct, Source, or Special Nuclear Materials Licenses (June 2016) (ML16181A003 ); Regulatory Issue Summary 2008-19, Lessons Learned from Recent 10 CFR Part 70 License-Transfer Application Reviews (Aug. 28, 2008) (ML08176001 l).

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ADDITIONS TO SERVICE LIST Timothy P. Matthews Scott D. Clausen Morgan, Lewis & Bockius LLP 1111 Pennsylvania Ave., NW Washington, D.C. 20004 Telephone: (202) 739-3000 Email: timothy.matthews@morganlewis.com Email: scott.clausen@morganlewis.com 7

ENCLOSURE 1 APPLICATION FOR CONSENT TO INDIRECT TRANSFER OF CONTROL WITH RESPECT TO REACTOR LICENSES, MATERIALS LICENSES, AND EXPORT LICENSES, AND NOTIFICATION REGARDING OTHER APPROVALS 1

TABLE OF CONTENTS Page

1.0 INTRODUCTION

............................................................................................................. 1 1.1 Current Ownership .............................................................................................. 4 1.2 Consent for the Transaction................................................................................. 4 1.3 Timing ................................................................................................................. 6 2.0 THE PARTIES................................................................................................................... 6 2.1 General Electric Company (GE) ......................................................................... 6 2.2 GE Vernova ......................................................................................................... 7 2.3 GE-Hitachi Nuclear Energy Americas, LLC (GEHA) ........................................ 8 2.4 Global Nuclear Fuel-Americas, LLC (GNF-A) .................................................. 8 3.0 LICENSES AND CERTIFICATES OF COMPLIANCE ................................................. 9 3.1 Vallecitos Nuclear Center.................................................................................... 9 3.2 Wilmington Fuel Fabrication Facility ............................................................... 10 3.3 Morris Operation ............................................................................................... 10 3.4 Export Licenses ................................................................................................. 11 3.5 Certificates of Compliance ................................................................................ 11

4.0 CONCLUSION

................................................................................................................ 11 APPENDIX A ADDITIONAL INFORMATION NEEDED BY THE NRC FOR CONSENT TO THE INDIRECT TRANSFER OF CONTROL OF THE REACTOR LICENSES FOR THE VALLECITOS NUCLEAR CENTER................. A-1 A.1 STATEMENT OF PURPOSE OF THE TRANSFER .................................... A-1 A.2 TECHNICAL QUALIFICATIONS ................................................................ A-2 A.3 FINANCIAL QUALIFICATIONS ................................................................. A-2 A.4 FOREIGN OWNERSHIP, CONTROL, OR DOMINATION ........................ A-3 A.5 ACCESS TO RESTRICTED DATA AND NATIONAL SECURITY INFORMATION ............................................................................................. A-2 A.6 ENVIRONMENTAL CONSIDERATIONS ................................................... A-2 A.7 ANTITRUST INFORMATION ...................................................................... A-2 A.8 PRICE-ANDERSON INDEMNITY AND NUCLEAR INSURANCE.......... A-3 APPENDIX B-1 ADDITIONAL INFORMATION RELATED TO ISFSI LICENSE FOR THE MORRIS OPERATION PURSUANT TO 10 CFR PART 72 .................. B1-1 B-1.1 STATEMENT OF PURPOSE OF THE TRANSFER .................................. B1-1

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TABLE OF CONTENTS (continued)

Page B-1.2 TECHNICAL QUALIFICATIONS .............................................................. B1-2 B-1.3 FINANCIAL QUALIFICATIONS ............................................................... B1-2 B-

1.4 ENVIRONMENTAL CONSIDERATION

S ................................................. B1-3 B-1.5 PRICE-ANDERSON INDEMNITY AND NUCLEAR INSURANCE........ B1-3 APPENDIX B-2 ADDITIONAL INFORMATION NEEDED BY THE NRC FOR CONSENT TO THE INDIRECT TRANSFER OF CONTROL OF THE MATERIALS LICENSE FOR THE WILMINGTON FUEL FABRICATION FACILITY ................................................................................................................... B2-1 B-

2.1 DESCRIPTION

OF ANY PLANNED CHANGES IN THE ORGANIZATION ......................................................................................... B2-1 B-2.1.1 Description of Transaction ................................................................ B2-1 B-2.1.2 Changes to Management ................................................................... B2-2 B-2.1.3 Technical Qualifications .................................................................... B2-3 B-2.2 CHANGES IN PERSONNEL OR DUTIES ................................................. B2-3 B-2.3 CHANGES IN LOCATION, FACILITIES, OR EQUIPMENT................... B2-4 B-2.4 CHANGES IN STATUS OF FACILITIES, EQUIPMENT, AND RADIATION SAFETY PROGRAM ............................................................ B2-4 B-

2.5 DECOMMISSIONING FUNDING

.............................................................. B2-5 B-

2.6 DECOMMISSIONING FUNDING

RECORDS ........................................... B2-5 B-2.7 TRANSFEROR AND TRANSFEREE AGREE TO TRANSFERRING CONTROL .................................................................................................... B2-6 B-2.8 TRANSFEREES COMMITMENT TO ABIDE BY ALL CONSTRAINTS, CONDITIONS, REQUIREMENTS, AND COMMITMENTS ......................................................................................... B2-6 B-2.9 FINANCIAL QUALIFICATIONS ............................................................... B2-7 APPENDIX B-3 ADDITIONAL INFORMATION NEEDED BY THE NRC FOR CONSENT TO THE INDIRECT TRANSFER OF CONTROL OF THE MATERIALS LICENSES FOR THE VALLECITOS NUCLEAR CENTER .......... B3-1 B-

3.1 DESCRIPTION

OF ANY PLANNED CHANGES IN THE ORGANIZATION ......................................................................................... B3-1 B-3.1.1 Description of Transaction ................................................................ B3-1 B-3.1.2 Changes to Management ................................................................... B3-3 B-3.1.3 Technical Qualifications .................................................................... B3-3

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TABLE OF CONTENTS (continued)

Page B-3.2 CHANGES IN PERSONNEL OR DUTIES ................................................. B3-3 B-3.3 CHANGES IN LOCATION, FACILITIES, OR EQUIPMENT................... B3-4 B-3.4 CHANGES IN STATUS OF FACILITIES, EQUIPMENT, AND RADIATION SAFETY PROGRAM ............................................................ B3-4 B-

3.5 DECOMMISSIONING FUNDING

.............................................................. B3-5 B-

3.6 DECOMMISSIONING FUNDING

RECORDS ........................................... B3-6 B-3.7 TRANSFEROR AND TRANSFEREE AGREE TO TRANSFERRING CONTROL .................................................................................................... B3-6 B-3.8 TRANSFEREES COMMITMENT TO ABIDE BY ALL CONSTRAINTS, CONDITIONS, REQUIREMENTS, AND COMMITMENTS ......................................................................................... B3-2 B-3.9 FINANCIAL QUALIFICATIONS ............................................................... B3-2

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1.0 INTRODUCTION

Pursuant to Section 184 of the Atomic Energy Act of 1954, as amended (AEA), and the implementing regulations in 10 CFR 50.80, 70.36, 72.50, 110.50 and 110.51, and implementing guidance in NUREG-1556, Vol. 15, Rev. 1, 1 LIC-107, Rev. 2, 2 and RIS 2008-19, 3 General Electric Company (GE), a New York corporation, GE-Hitachi Nuclear Energy Americas, LLC (GEHA), a Delaware limited liability company, and Global Nuclear Fuel-Americas, LLC (GNF-A), a Delaware limited liability company (together, Applicants), request that the U.S.

Nuclear Regulatory Commission (NRC or Commission) grant its consent to the indirect transfer of control of the licenses held by GEHA and GNF-A within the meaning of 10 CFR 50.80, 70.36, 72.50, 110.50 and 110.51 and implementing guidance.

The Application and consent are necessitated by the proposed transaction implementing the publicly announced separation of GE into three separate companies. In the first phase, completed in January 2023, GE spun off its health care business into GE HealthCare Technologies, Inc. The second phase of that corporate separation involves moving the energy-related businesses (including renewables, turbines, nuclear energy, and others) into a new entity, named GE Vernova. The aerospace-related businesses will remain in GE.

This Application involves the second phase in which GE will transfer its various energy-related businesses, including its U.S. ownership interests in the GEHA and GNF-A joint ventures, into a 1

NUREG-1556, Volume 15, Rev. 1, Consolidated Guidance About Materials Licenses - Guidance About Changes of Control and About Bankruptcy Involving Byproduct, Source, or Special Nuclear Materials Licenses (June 2016) (ML16181A003).

2 NRC Office Instruction No. LIC-107, Rev. 2, Procedures for Handling License Transfers (May 30, 2017)

(ML17031A006).

3 RIS 2008-19, U.S. Nuclear Regulatory Commission Regulatory Issue Summary 2008-19: Lessons-Learned from Recent 10 CFR Part 70 License-Transfer Application Reviews (Aug. 28, 2008) (ML081760011).

1

recently created wholly-owned subsidiary, GE Vernova LLC. GE Vernova LLC later will convert to a corporation (referred to herein as GE Vernova Corp.) and then be spun-off to GE shareholders as a publicly-traded corporation and will no longer be part of GE. With respect to the licenses held by GEHA and GNF-A, the proposed transaction will occur in two steps, each of which involve an indirect transfer of control. First, GE Vernova LLC will become an intermediate holding company and an indirect corporate parent of both GEHA and GNF-A (the Internal Reorganization). Second, after GE Vernova LLC is converted to a corporation, GE will distribute the shares of GE Vernova Corp. to its shareholders, as a result of which, GE Vernova Corp. will become the new ultimate U.S. parent company for both GEHA and GNF-A (the Spin) (together, with the Internal Reorganization, the Transaction). Because these two steps are required to effectuate the Transaction, and the second step would not occur without the first, Applicants are submitting a single Application for both steps and request that the NRC grant its consent to both steps.

GEHA holds reactor licenses issued by the NRC under 10 CFR Part 50, materials licenses issued by the NRC under 10 CFR Parts 70 and 72, and an export license issued under 10 CFR Part 110.

GNF-A holds a material license issued by the NRC under 10 CFR Part 70 and export licenses issued under 10 CFR Part 110. The licenses applicable to this Application are listed in Exhibit B.

GEHA and GNF-A also hold various Certificates of Compliance (CoCs) listed in Exhibit B.

Transactions involving CoCs are not subject to the consent requirements of AEA Section 184 or related NRC regulations. In this Application, Applicants notify the NRC of the indirect transfer of control, within the meaning of 10 CFR 50.80, 70.36, 72.50, 110.50, & 110.51 and implementing guidance, of the CoCs that have been issued to Applicants. GEHA and GNF-A will continue to be the holders of the CoCs listed in Exhibit B after the closing of the Transaction, and the 2

Transaction will not result in any reduction in safety nor change any commitments made under the CoCs.

As more fully described below, GE, through its subsidiaries, currently holds 60% of the ownership interests in both GEHA and GNF-A. As a result of the Internal Reorganization, GE Vernova LLC will first become an intermediate holding company and indirect corporate parent of GEHA and GNF-A. The Internal Reorganization will result in the indirect transfer of control of the licenses held by GEHA and GNF-A listed in Exhibit B. After completion of the Internal Reorganization, GE Vernova LLC will be converted to a corporation and spun off to GEs shareholders. The Spin will result in a second indirect transfer of control of the licenses. After the close of the Transaction, GE Vernova Corp. will be a publicly-traded Delaware corporation and will hold, through intermediate holding companies, 60% of the ownership interests in GEHA and GNF-A.

Applicants, by this Application, request that, under applicable law and NRC regulations, the NRC consent to these indirect transfers of control concerning the licenses held by GEHA and GNF-A.

The corporate organizational structure of GE, as it relates to GEHA and GNF-A before the Transaction, is depicted in a simplified organization chart provided in Exhibit E-1. Exhibit E-2 provides a simplified organization chart showing the structure after the Internal Reorganization.

Exhibit E-3 provides a simplified organization chart showing the structure after the Spin. These organization charts are simplified in that they show only the ownership structures of GEHA and GNF-A. Exhibits E-1, E-2, and E-3 are proprietary and are therefore provided in a separate enclosure to this submittal. Affidavits requesting the withholding of Exhibits E-1, E-2, and E-3 are enclosed in Exhibit A.

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1.1 Current Ownership Currently, GE holds 60% of the ownership interests in GEHA and GNF-A through its ownership of intermediate holding companies. The remaining 40% of GEHA and GNF-A are held by Hitachi Ltd. (Hitachi), a Japanese corporation, through wholly-owned intermediate holding companies. Hitachis ownership in GEHA and GNF-A are not affected by the proposed transaction.

A simplified diagram of the ownership structure for GEHA and GNF-A before the Transaction is provided in Exhibit E-1.

1.2 Consent for the Transaction As discussed above, the Application and consent are necessitated by the Transaction which will result in two sequential indirect transfers of the licenses held by GEHA and GNF-A. The first indirect transfer of control will occur as a result of the Internal Reorganization. In the Internal Reorganization, GEs recently created wholly-owned subsidiary, GE Vernova LLC, will become an intermediate holding company and an indirect corporate parent of both GEHA and GNF-A.

The second indirect transfer of control will occur as a result of the Spin, when GE Vernova Corp.

is spun off to GE shareholders as a stand-alone publicly-traded corporation. The two steps are expected to be separated by approximately four months to effect GEs global reorganization.

Before and after closing of the Transaction, GEHA and GNF-A will remain the holders of the licenses, approvals, and certificates listed in Exhibit B. At the close of the Transaction, GEHA and GNF-A will remain technically qualified as the licensees and will continue to fulfill all responsibilities as the licensees. Employees of GEHA and GNF-A responsible for licensed materials and activities will continue to be responsible for such materials and activities after the 4

closing and the indirect transfers of control. GEHA and GNF-A currently are, and after the Transaction will continue to be, financially qualified to engage in licensed activities, as described more fully below. GEHA and GNF-A will also continue to comply with financial assurance requirements for decommissioning.

The indirect transfers of control will not affect the organizational or operational structure described in the licenses and approvals. Further, there are no changes anticipated in operating organizations, locations, facilities, equipment, or procedures associated with the licensed activities; and there are no changes anticipated in the use, possession, locations, or storage of licensed materials because of the closing of the Transaction. Licensed activities will continue in their current form without interruption of any kind resulting from the indirect transfers of control. Applicants will inform NRC if changes become anticipated as part of this Transaction. GEHA and GNF-A will remain U.S. companies and will continue to be headquartered in Wilmington, North Carolina.

In addition to the consents requested in this Application, GEHA and GNF-A also hold CoCs for transportation packages. See Exhibit B. Transactions involving CoCs are not subject to the consent requirements of AEA Section 184 or related NRC regulations. Applicants hereby notify the NRC of the indirect transfer of control, within the meaning of 10 CFR 50.80, 70.36, 72.50, 110.50, & 110.51 and implementing guidance, of the CoCs that have been issued to Applicants.

These changes do not affect the NRC licenses and are limited to the ultimate parent company of the Applicants. Applicants will continue to be the holders of the licenses and CoCs listed in Exhibit B after the closing of the Transaction, and the Transaction will not result in any reduction in safety nor change any commitments made under these approvals.

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1.3 Timing In addition to the consents requested in the Application, the closing of the Internal Reorganization is conditioned, among other things, on the filing of certain applications and notices with, and receipt of relevant approvals, licenses or consents from, applicable governmental authorities, including the states of California and North Carolina (collectively, Regulatory Approvals).

Applicants currently anticipate that the Regulatory Approvals will have been received, and the Internal Reorganization will close in the second half of 2023. The closing of the Spin requires other Regulatory Approvals. Applicants currently anticipate that the Spin will close in early 2024.

Therefore, Applicants request that the NRC provide its consent no later than November 1, 2023.

The consent should remain effective for one year subject to extension for good cause shown.

Applicants will keep the NRC informed of the timing of the closing of the Spin.

2.0 THE PARTIES 2.1 General Electric Company (GE)

GE is a high-tech industrial company that today operates worldwide through three segments:

Aerospace, Renewable Energy, and Power. GEs products include commercial and military aircraft engines and systems; wind and other renewable energy generation equipment and grid solutions; and gas, steam, nuclear and other power generation equipment. There are significant global installed bases of GE equipment across these sectors, and products and services to support the installed bases are also an important part of GEs business alongside new equipment sales.

GE, through intermediate holding companies, holds 60% of the interests in both GEHA and GNF-A.

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2.2 GE Vernova As part of GEs planned separation into three separate companies, GE will transfer its energy-related businesses to a new entity named GE Vernova. At present, GE Vernova exists as a Delaware limited liability companyGE Vernova LLC. In the Internal Reorganization, GE will transfer to GE Vernova LLC all of GEs 60% ownership interests in both GEHA and GNF-A. At this step, GE Vernova LLC will be wholly-owned by GE and will become an intermediate holding company and an indirect corporate parent of both GEHA and GNF-A. GE Vernova LLC is managed by a single manager. The principal officers and manager are all U.S. citizens. The general company information for GE Vernova LLC is provided in Exhibit C. In the Spin, GE Vernova LLC will become a publicly-traded Delaware corporation and GE will distribute its shares in GE Vernova Corp. to its shareholders. GE Vernova Corp., then a Delaware corporation, will be managed by a board of directors consisting of approximately 10 directors. The principal officers of GE Vernova Corp. and members of the board of directors have yet to be identified, but GE expects a majority will be U.S. citizens. The general company information for GE Vernova Corp. is provided in Exhibit D.

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2.3 GE-Hitachi Nuclear Energy Americas, LLC (GEHA) 4 GEHA, a Delaware limited liability company, is a joint venture between GE and Hitachi Ltd., a Japanese corporation. GE, through its wholly-owned subsidiary GENE Holding LLC, 5 holds a 60% ownership interest in GE-Hitachi Nuclear Energy Holdings, LLC, which owns 100% of GEHA. Hitachi Ltd., through its U.S. subsidiary Hitachi America Ltd., holds the remaining 40%

ownership interest. GEHA holds the licenses indicated in Exhibit B to this Application. A simplified organization chart showing the ownership structure of GEHA before the Transaction is provided in Exhibit E-1.

2.4 Global Nuclear Fuel-Americas, LLC (GNF-A) 6 GNF-A, a Delaware limited liability company, is a joint venture between GE and Hitachi Ltd., a Japanese corporation. GE, through its wholly-owned subsidiary Nuclear Fuel Holding Co., Inc.,

holds a 60% ownership interest in Global Nuclear Fuel Holding Co., LLC, which owns 100% of GNF-A. Hitachi Ltd., through its U.S. subsidiary Joint Fuel LTD, holds the remaining 40%

ownership interest in GNF-A. GNF-A holds the licenses indicated in Exhibit B to this Application.

4 The NRC approved the formation of GEHA, found GEHA qualified to hold the licenses, and approved the transfer of certain licenses held by GE to GEHA on September 6, 2007. See Letter to D. Turner, GE, and H. Neems, GEHA from M. Mendonca, NRC, Order Approving Transfer of Licenses and Conforming Amendments Relating to the Vallecitos Boiling Water Reactor, the General Electric Test Reactor, the Nuclear Test Reactor, and the ESADA Vallecitos Experimental Superheat Reactor (Sept. 6, 2007) (ML071450156) (Letter), (ML071450174)

(Order) (ML071500624) (Safety Evaluation).

5 GE holds 100% of the common interests in GENE Holding LLC. A wholly-owned GE subsidiary holds 100% of the preferred interests in GENE Holding LLC. In conjunction with the Transaction, the preferred interests in GENE Holding LLC are being transferred from one wholly-owned GE subsidiary, MRA Investments, Inc., to another wholly-owned GE subsidiary, Nuclear Fuel Holding Company, Inc. Nuclear Fuel Holding Company, Inc. will then be transferred to GE Vernova LLC so that, upon completion of the Transaction GE Vernova Corp.

will own 100% of the interests in GENE Holding LLC.

6 GNF-A was created in 1999 as a joint venture of GE, Hitachi, Ltd. and Toshiba Corporation. GE sought the NRCs approval to transfer its license for the Wilmington Fuel Fabrication Facility to GNF-A on October 14, 1999. (ML993430140). The NRC approved this transfer, but the approvals are not publicly available. Toshiba Corporation later sold its interest in the JV to Hitachi Ltd.

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A simplified organization chait showing the ownership structure of GNF-A before th e Transaction is provided in Exhibit E-1 .

3.0 LICENSES AND CERTIFICATES OF COMPLIANCE The NRC licenses that ai*e the subject of this request govern GEHA's and/or GNF-A's activities and operations at three locations: (1) the Vallecitos Nuclear Center in Sunol, California; (2) the Wilmington Fuel Fabrication Facility in Wilmington, North Cai*olina; and (3) the Mon is Operation fudependent Spent Fuel Storage Facility in Monis, Illinois. fu addition, GEHA an d GNF-A hold expo1t licenses issued pmsuant to 10 CFR Pait 110. GEHA and GNF-A also hold CoCs. The specific licenses and CoCs held by GEHA and GNF-A are provided in Exhibit B.

3.1 Vallecitos Nuclear Center GEHA cmTently holds three possession-only test or isotope production reactor licenses, one I 00 kW radiography reactor license autho1izing continued operation, and two Special Nuclear Material (SNM) licenses at its Vallecitos Nucleai* Center as follows:

License No. Type & Status

1. DPR-1 Vallecitos Boiling Water Reactor (VBWR) - test reactor, possession-only license

2. DR-10 ESADA Vallecitos Experimental Superheat Reactor (EVESR) - test reactor, possession-only license

3. TR-I General Electric Test Reactor (GETR) - medical and industrial isotope production reactor, possession-only license

4. R-33 Nuclear Test Reactor (NTR)-100 kw radiography reactor - license to operate 7

5. SNM-960 Special Nuclear Material license 7 GEHA applied to renew the license for th e NTR on November 19, 2020. See Letter from M. Feyrer, GEHA, to Document Control Desk, NRC, Nuclear Test Reactor License Renewal (Nov. 19, 2020) (ML21053A071) . This application is still under NRC review; the NRC recently issued it Environmental Assessment and Finding of No Significant Impact. See GE-Hitachi Nuclear Energy Americas, LLC; Nuclear Test Reactor, 88 Fed. Reg. 17,274 (Mar. 22, 2023). Renewal ofR-33 is not impacted by this request.

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6. SNM-1270 Shipping of radioactive materials between NRC licensed facilities and authorized recipients within the United States The reactor licenses were issued pursuant to 10 CFR Part 50. At present, three reactors (DPR-1, DR-10, and TR-1) have possession only licenses and are in SAFSTOR. One reactor (R-33) has a pending license renewal application and is operating under timely renewal. GEHA expects to submit a license amendment request for a possession only license for this reactor as part of its overall plan for decommissioning the reactors at the Vallecitos Nuclear Center. See Appendix A for additional information related to the Application for the NRCs consent to transfer these licenses.

The SNM licenses were issued pursuant to 10 CFR Part 70. See Appendix B-3 for additional information related to the Application for the NRCs consent to transfer these licenses.

3.2 Wilmington Fuel Fabrication Facility GNF-A holds Special Nuclear Material License No. SNM-1097 for its Wilmington Fuel Fabrication Facility. This license was issued pursuant to 10 CFR Part 70. See Appendix B-2 for additional information related to the Application for the NRCs consent to transfer this license.

GEHA reactor services operations (tooling refurbishment, control rod drive rebuilds, equipment decom, etc.) are performed in Wilmington under a Radioactive Materials License issued by the State of North Carolina (License No. NC-065-0317-3), originally issued in April 2001, which will be the subject of a separate application.

3.3 Morris Operation GEHA holds Special Nuclear Material License No. SNM-2500 for its Morris Operation Independent Spent Fuel Storage Facility (ISFSI) in Morris, Illinois. Transfer of this license is 10

subject to 10 CFR 72.50. See Appendix B-1 for additional information related to the Application for the NRCs consent to transfer this license.

3.4 Export Licenses GEHA holds one export license issued pursuant to 10 CFR Part 110: XR132. GNF-A holds six export licenses issued pursuant to 10 CFR Part 110: XSNM1662, XSNM03135, XSNM398, XCOM1124, XSNM3785, and XSNM3066. See Appendix B-2 for additional information related to the Application for the NRCs consent to transfer these licenses.

3.5 Certificates of Compliance GEHA holds one CoC for radioactive materials packages: CoC No. 9228. GNF-A holds two CoCs for radioactive materials packages: CoC Nos.: 9294 and 9309. Transactions involving CoCs are not subject to the consent requirements of AEA Section 184 or related NRC regulations. In this Application, Applicants notify the NRC of the indirect transfer of control, within the meaning of 10 CFR 50.80, 70.36, 72.50, 110.50, & 110.51 and implementing guidance, of the CoCs that have been issued to Applicants. GEHA and GNF-A will continue to be the holders of the CoCs listed in Exhibit B after the closing of the Transaction, and the Transaction will not result in any reduction in safety nor change any commitments made under the CoCs.

4.0 CONCLUSION

For the reasons stated above and in the appendices that follow, Applicants request that the NRC provide its consent to the indirect transfer of control, within the meaning of 10 CFR 50.80, 70.36, 72.50, 110.50, and 110.51 and implementing guidance, of the licenses held by GEHA and GNF-A listed in Exhibit B, with such consent to be effective as of the closing of the Transactions, as referenced above.

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APPENDIX A ADDITIONAL INFORMATION NEEDED BY THE NRC FOR CONSENT TO THE INDIRECT TRANSFER OF CONTROL OF THE REACTOR LICENSES FOR THE VALLECITOS NUCLEAR CENTER License Nos.:

DPR-1 (Docket No. 50-18)

DR-10 (Docket No. 50-183)

TR-1 (Docket No. 50-70)

R-33 (Docket No. 50-73)

Appendix A provides the information required by the Atomic Energy Act of 1954, as amended, (AEA), NRC regulations in 10 CFR Part 50, and NRC guidance for applications for consent to transfer reactor licenses. This information is provided by the Applicants for their request for consent to transfer the four licenses listed above for the reactors at the Vallecitos Nuclear Center.

A.1 STATEMENT OF PURPOSE OF THE TRANSFER 10 CFR 50.80(b)(2) requires a statement regarding the purposes for which the transfer of the license[s] is requested [and] the nature of the transaction necessitating or making desirable the transfer of the license[s]. The purpose of the Transaction is to implement the publicly announced separation of GEs energy-related businesses (including renewables, turbines, nuclear energy, and others) into a new entity, named GE Vernova.

In this Transaction, GE will transfer its various energy-related businesses, including its U.S.

ownership interests in GEHA, to a recently created and wholly-owned subsidiary called GE Vernova LLC. The principal officers and manager of GE Vernova LLC are all U.S. citizens.

GE Vernova LLC will later convert to a corporation, will then be spun-off to GE shareholders as a publicly-traded corporation and will no longer be part of GE. The principal officers of GE Vernova Corp. and members of the board of directors have yet to be identified but GE expects A-1

a majority will be U.S. citizens. The names and citizenship of expected officers and directors will be provided to the NRC when they become available.

GEHA holds two power reactor licenses (DPR-1 for the VBWR and DR-10 for the EVESR) and two Class 104 non-power reactor licenses (TR-1 for the GETR and R-33 for the NTR) for the Vallecitos Nuclear Center. Three reactors (the VBWR, EVESR, and GETR) have permanently ceased operation and are in SAFSTOR. The NTR license (R-33) is in timely renewal pending NRC determination of GEHAs November 2020 request for license renewal.

With respect to the Vallecitos Nuclear Center reactor licenses held by GEHA, the proposed transaction will occur in two steps. As a result of the Internal Reorganization, GE Vernova LLC will first become an indirect intermediate holding company and indirect corporate parent of GEHA. The Internal Reorganization will result in the indirect transfer of control of the four reactor licenses held by GEHA. GE Vernova LLC will later convert to a corporation. As a result of the Spin, GE will distribute its shares in GE Vernova Corp. to its shareholders, and GE Vernova Corp.

will no longer be part of GE. The Spin will result in a second indirect transfer of control of the four reactor licenses held by GEHA. Both the Internal Reorganization and Spin require the NRCs consent. 1 A.2 TECHNICAL QUALIFICATIONS 10 CFR 50.80(b)(1) states that [a]n application for transfer of a license shall include as much of the information described in [10 CFR] 50.34 with respect to the identity and technical ...

1 On May 9, 2023, GEHA announced its intent to transfer ownership of the Vallecitos Nuclear Center (VNC) to NorthStar Group Services, Inc. for nuclear decontamination, decommissioning, and environmental site restoration. This announced transaction is subject to separate regulatory approvals and does not alter the proposed Transaction that is the subject of this Application. In the event that the recently announced transaction to transfer ownership of the VNC closes prior to completion of the proposed indirect transfer of control to GE Vernova, the Applicants will supplement this Application.

A-2

Confidential Proprietary Information - Withhold from Disclosure Pursuant to 10 CFR 2.390 qualifications of the proposed transferee as would be required if the application were for an initial license. Information on the identity of proposed transferee is provided above in Section 2.2 of the Application. Neither step of the Transaction will result in any changes in the management and technical personnel responsible for licensed activities including reactor safety, nuclear safety and other personnel identified in the existing licenses as responsible for the use of licensed materials. Neither step of the Transaction will impact the technical qualifications of GEHA.

A.3 FINANCIAL QUALIFICATIONS 10 CFR 50.80(b)(1) states that [a]n application for transfer of a license shall include as much of the information described in [10 CFR] 50.33 with respect to the ... financial qualifications of the proposed transferee as would be required if the application were for an initial license.

10 CFR 50.33(f)(2) requires the applicant for an initial operating license to submit information that demonstrates the applicant possesses or has reasonable assurance of obtaining the funds necessary to cover estimated operation costs for the period of the license. The applicant shall submit estimates for total annual operating costs for each of the first five years of operation of the facility. The applicant shall also indicate the source(s) of funds to cover these costs.

Exhibit F (Proprietary) to this request contains a proprietary balance sheet and five-year pro forma income statement which addresses estimated operating costs and sources of funds to cover those costs. 1 The pro forma and balance sheet shown in Exhibit F are unaudited. [

1 GE-Hitachi Nuclear Energy Holdings, LLC (GEHH) does not report financials at the individual operating company level. For that reason, the pro forma and balance sheet shown in Exhibit F are the GEHH-level financials, inclusive of GEHA and GEHHs other subsidiary operating companies.

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Confidential Proprietary Information - Withhold from Disclosure Pursuant to 10 CFR 2.390

] Costs for the three shutdown reactors are based on the progress of active decommissioning of the EVESR and VBWR, and maintenance of the GETR in SAFSTOR mode. Exhibit F (Proprietary) providing five calendar year financial projections for the NTR is provided in a separately bound Addendum, and Applicants request that this information be withheld from public disclosure pursuant to 10 CFR 2.390. 2 A non-proprietary version suitable for public disclosure is provided as Exhibit F-1, along with an Affidavit supporting the request for confidential treatment of the Addendum in Exhibit A. The decommissioning financial assurance requirements for GEHAs Part 50 licenses are currently satisfied through surety bonds. GEHA plans to continue to provide decommissioning financial assurance in this manner. No changes to the substantive terms of the current surety bonds are anticipated as a result of either step of the Transaction. Any future changes to the method of providing decommissioning financial assurance after closing would be done in accordance with NRC requirements.

A.4 FOREIGN OWNERSHIP, CONTROL, OR DOMINATION Section 104d of the AEA provides that [n]o license [for a reactor] may be issued to any corporation or other entity if the Commission knows or has reason to believe it is owned, controlled, or dominated by an alien, a foreign corporation, or a foreign government.

2 The adjustments to revenue and expenses related to the expected closure of the NTR will not materially affect GEHAs financial qualifications.

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42 USC 2134(d). The Transaction will not result in GEHA being owned, controlled, or dominated by an alien, foreign corporation, or foreign government. GE Vernova LLC is a limited liability company (LLC) formed under the laws of the State of Delaware. GE, a publicly-traded corporation, is the sole member of GE Vernova LLC, and the principal officers and manager of GE Vernova LLC are all U.S. citizens. As at the completion of the Spin, GE Vernova Corp. will be a corporation under the laws of the State of Delaware and will be a publicly-traded corporation with its initial shares owned by GE shareholders. The principal officers of GE Vernova Corp. and members of the board of directors have yet to be identified but GE expects a majority will be U.S.

citizens.

A.5 ACCESS TO RESTRICTED DATA AND NATIONAL SECURITY INFORMATION Pursuant to 10 CFR 50.80(b)(2) and 50.37, Applicants agree that they will not permit any individual to have access to, or any facility to possess, Restricted Data (RD) or National Security Information (NSI) until the individual and/or facility has been approved for such access under the provisions of 10 CFR Parts 25 and/or 95, as applicable.

A.6 ENVIRONMENTAL CONSIDERATIONS There is no requirement for any environmental review associated with this request because requests for consent to license transfers are categorically excluded from such review pursuant to 10 CFR 51.22(c)(21).

A.7 ANTITRUST INFORMATION The reactor licenses held by GEHA were issued pursuant to Section 104 of the AEA and therefore, they are not subject to NRC antitrust review in connection with license transfer applications. See AEA 105c; see also Kansas Gas and Electric Co., (Wolf Creek Generating Station, Unit 1), CLI-A-2

99-19, 49 NRC 441, 456 n.9 (1999) (research and development licenses issued under AEA section 104 are exempt from antitrust review).

A.8 PRICE-ANDERSON INDEMNITY AND NUCLEAR INSURANCE The assignment and transfer of the NRC Price-Anderson indemnity agreements for the reactors at Vallecitos Nuclear Center, is not required as a result of the Transaction. Further, no additional nuclear energy liability insurance pursuant to Section 170 of the AEA and 10 CFR Part 140 is required as a result of the Transaction. There are no changes to the current coverages as a result of the Transaction.

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APPENDIX B-1 ADDITIONAL INFORMATION RELATED TO ISFSI LICENSE FOR THE MORRIS OPERATION PURSUANT TO 10 CFR PART 72 License No. SNM-2500 (Docket No. 72-1)

Appendix B-1 provides the information required by the Atomic Energy Act of 1954, as amended (AEA), NRC regulations in 10 CFR Part 72, and NRC guidance for applications for consent to transfer licenses for Independent Spent Fuel Storage Installations (ISFSIs). This information is provided by the Applicants for their request for consent to transfer the license listed above for the Morris Operation.

B-1.1 STATEMENT OF PURPOSE OF THE TRANSFER 10 CFR 72.50(b)(1) requires a statement of the purposes for which the transfer of the license is requested and the nature of the transaction necessitating or making desirable the transfer of the license. The purpose of the Transaction is to implement the publicly announced separation of GEs energy-related businesses (including renewables, turbines, nuclear energy, and others) into a new entity, named GE Vernova.

In this Transaction, GE will transfer its various energy-related businesses, including its U.S.

ownership interests in GEHA, to a recently created and wholly-owned subsidiary called GE Vernova LLC. GE Vernova LLC will later convert to a corporation, will then be spun-off to GE shareholders as a publicly-traded corporation and will no longer be part of GE.

GEHA holds a Part 72 license for the Morris Operation. With respect to this license, the proposed transaction will occur in two steps. As a result of the Internal Reorganization, GE Vernova LLC will first become an intermediate holding company and indirect corporate parent of GEHA. The Internal Reorganization will result in the indirect transfer of control of the license held by GEHA.

B1-1

GE Vernova LLC will later convert to a corporation. As a result of the Spin, GE will distribute its shares in GE Vernova Corp. to its shareholders, and GE Vernova Corp. will no longer be part of GE. The Spin will result in a second indirect transfer of control of the license held by GEHA.

Both the Internal Reorganization and Spin require the NRCs consent.

In the area of materials licensing, under the AEA, the NRC must make a finding that the indirect transfer of control, as referenced in the AEA and implementing regulations, of GEHAs license would not be inimical to the common defense and security and would not constitute an unreasonable risk to the health and safety of the public. 42 USC 2077(c) and 2155. As a result of the Internal Reorganization, GE will retain ultimate ownership and control of GEHA, and GE Vernova LLC will be an intermediate holding company and indirect corporate parent of GEHA. GE Vernova LLC is a Delaware limited liability company. GE Vernova LLCs sole member is GE, and GE Vernova LLCs principal officers and manager are all U.S. citizens. Upon closing and completion of the Spin, GE Vernova LLC will become a publicly-traded corporation with its initial shares held by GE shareholders. The principal officers of GE Vernova Corp. and members of the board of directors have yet to be identified but GE expects a majority will be U.S.

citizens.

B-1.2 TECHNICAL QUALIFICATIONS 10 CFR 72.50(b)(1) states that [a]n application for transfer of a license must include as much of the information described in [10 CFR] 72.28 with respect to the identity and the technical qualifications of the proposed transferee as would be required if the application were for an initial license. Information on the identity of the transferee is provided above in Section 2.2 of the Application. There will be no significant change in the management and technical personnel responsible for licensed activities including spent fuel safety, nuclear safety and other personnel B1-2

Confidential Proprietary Information - Withhold from Disclosure Pursuant to 10 CFR 2.390 identified in the existing licenses as responsible for the use of licensed materials. Neither step of the Transaction will impact the technical qualifications of GEHA.

B-1.3 FINANCIAL QUALIFICATIONS 10 CFR 72.50(b)(1) states that [a]n application for transfer of a license must include as much of the information described in [10 CFR] 72.22 with respect to the financial qualifications of the proposed transferee as would be required if the application were for an initial license.

10 CFR 72.22(e) requires an ISFSI license applicant to submit information sufficient to demonstrate to the Commission the financial qualifications of the applicant to carry out activities for which the license is sought. The information must show that the applicant either possesses the necessary funds, or that the applicant has reasonable assurance of obtaining the necessary funds or that by a combination of the two, the applicant will have the necessary funds available to cover [1] [e]stimated operating costs over the planned life of the ISFSI; [and] [2]

[e]stimated decommissioning costs, and the necessary financial arrangements to provide reasonable assurance before licensing, that decommissioning will be carried out after the removal of spent fuel, high-level radioactive waste, and/or reactor-related GTCC waste from storage.

Exhibit F (Proprietary) to this request contains a proprietary balance sheet and five-year pro forma income statement which addresses estimated operating costs and sources of funds to cover those costs. 1 The pro forma and balance sheet shown in Exhibit F are unaudited. [

1 GE-Hitachi Nuclear Energy Holdings, LLC (GEHH) does not report financials at the individual operating company level. For that reason, the pro forma and balance sheet shown in Exhibit F are the GEHH-level financials, inclusive of GEHA and GEHHs other subsidiary operating companies.

B1-2

Confidential Proprietary Information - Withhold from Disclosure Pursuant to 10 CFR 2.390

] Exhibit F is proprietary and is therefore provided in a separate enclosure to this submittal, and an affidavit requesting withholding of Exhibit F is enclosed in Exhibit A. A redacted version of Exhibit F (Exhibit F-1), suitable for public disclosure, is included with this Application. The decommissioning financial assurance requirements for GEHAs Part 72 license are currently satisfied through surety bonds. No changes to the substantive terms of the current surety bonds are anticipated as a result of either step of the Transaction. GEHA will continue to provide decommissioning financial assurance in this manner. Any future changes to the method of providing decommissioning financial assurance after closing would be done in accordance with NRC requirements.

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1.4 ENVIRONMENTAL CONSIDERATION

S There is no requirement for any environmental review associated with this request since requests for consent to license transfers are categorically excluded from such review pursuant to 10 CFR 51.22(c)(21).

B-1.5 PRICE-ANDERSON INDEMNITY AND NUCLEAR INSURANCE The assignment and transfer of the NRC Price-Anderson indemnity agreements for the Morris ISFSI is not required as a result of the Transaction. Further, no additional nuclear energy liability insurance pursuant to Section 170 of the AEA and 10 CFR Part 140 is required as a result of the Transaction. There are no changes to the current coverages as a result of the Transaction.

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APPENDIX B-2 ADDITIONAL INFORMATION NEEDED BY THE NRC FOR CONSENT TO THE INDIRECT TRANSFER OF CONTROL OF THE MATERIALS LICENSE FOR THE WILMINGTON FUEL FABRICATION FACILITY License No. SNM-1097 (Docket No. 70-1113)

Appendix B-2 provides the information required by the Atomic Energy Act of 1954, as amended (AEA), NRC regulations in 10 CFR Part 70, and NRC guidance for applications for consent to transfer radioactive materials licenses for special nuclear material. This information is provided by the Applicants for their request for consent to transfer the special nuclear material license listed above for the Wilmington Fuel Fabrication Facility.

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2.1 DESCRIPTION

OF ANY PLANNED CHANGES IN THE ORGANIZATION Describe any planned changes in the organization, including, but not limited to, transfer of stocks or assets and mergers, change in members on Board of Directors, etc. Provide the new licensee name, mailing address, and contact information, including phone numbers. Clearly identify when the amendment requested is due to a name change only.

B-2.1.1 Description of Transaction The proposed transaction is for GE to transfer its various energy-related businesses, including its U.S. ownership interests in GNF-A, into a recently created wholly-owned subsidiary, GE Vernova LLC. GE Vernova LLC will later convert to a corporation, will then be spun-off to GE shareholders as a publicly-traded corporation and will no longer be part of GE.

With respect to the Part 70 license held by GNF-A, the proposed transaction will occur in two steps. As a result of the Internal Reorganization, GE Vernova LLC will first become an indirect intermediate holding company of GNF-A. The Internal Reorganization will result in the indirect transfer of control of the license held by GNF-A. GE Vernova LLC will later convert to a B2-1

corporation. As a result of the Spin, GE will distribute its shares in GE Vernova Corp. to its shareholders, and GE Vernova Corp. will no longer be part of GE. The Spin will result in a second indirect transfer of control of the license held by GNF-A. Both the Internal Reorganization and Spin require the NRCs consent.

In the area of materials licensing, under the AEA, the NRC must make a finding that the indirect transfer of control, as referenced in the AEA and implementing regulations, of GNF-As license would not be inimical to the common defense and security and would not constitute an unreasonable risk to the health and safety of the public. 42 USC 2077(c) and 2155. As a result of the Internal Reorganization, GE will retain ultimate ownership and control of GNF-A and GE Vernova LLC will be an indirect corporate parent and intermediate holding company.

GE Vernova LLC is a Delaware limited liability company. GE Vernova LLCs sole member is GE, and GE Vernova LLCs principal officers and manager are all U.S. citizens. Prior to the Spin, GE Vernova LLC will become a Delaware corporation. As a result of the Spin, GE Vernova Corp.

will become a publicly-traded Delaware corporation with its initial shares held by GE shareholders. The principal officers of GE Vernova Corp. and members of the board of directors have yet to be identified but GE expects a majority will be U.S. citizens.

B-2.1.2 Changes to Management There are currently no anticipated changes to GNF-As operations, headquarters, key personnel, or licensed activities because of the Transaction. In the Internal Reorganization, GE will transfer to GE Vernova LLC all of GEs 60% ownership interest in GNF-A. At this step, GE Vernova LLC will be wholly-owned by GE. GE Vernova LLC is managed by a single manager. The principal officers and manager of GE Vernova LLC are all U.S. citizens. GE Vernova LLC will later convert to a corporation. In the Spin, GE Vernova Corp. will be a publicly-traded Delaware B2-2

corporation and GE will distribute its shares in GE Vernova Corp. to its shareholders. GE Vernova Corp. will be managed by a board of directors consisting of approximately 10 directors. The principal officers of GE Vernova Corp. and members of the board of directors have yet to be identified but GE expects a majority will be U.S. citizens. Applicants will inform the NRC if changes become anticipated as part of the Transaction.

B-2.1.3 Technical Qualifications GNF-A currently is, and after the Transaction will continue to be, technically qualified to engage in licensed activities. As discussed below, there are no changes anticipated to personnel, facilities, equipment, or procedures for any licensed activities because of the Transaction. Neither step of the Transaction will impact the technical qualifications of GNF-A. Applicants will inform the NRC if changes become anticipated as part of the Transaction.

B-2.2 CHANGES IN PERSONNEL OR DUTIES Describe any changes in personnel or duties that relate to the licensed program. Include training and experience for new personnel and any changes in the training program.

There are no changes anticipated in personnel or management having direct operational responsibility for, and control of, licensed activities because of the Transaction. There are no changes anticipated in personnel listed on the license because of the Transaction. There are no changes anticipated in personnel responsible for radiation safety or use of licensed material listed in the license. For the NRCs information only, there are no changes anticipated in personnel responsible for the CoCs possessed by GNF-A. Applicants will inform the NRC if changes become anticipated as part of the Transaction.

B2-3

B-2.3 CHANGES IN LOCATION, FACILITIES, OR EQUIPMENT Describe any changes in the location, facilities, equipment, radiation safety program, use, possession, waste management, or other procedures that relate to the licensed program.

There are no changes anticipated in the location of GNF-As regulated activities, or operational organization, location, facilities, equipment, or procedures related to the licenses, approvals, or certificates held by GNF-A because of the Transaction, itself. 1 There are no changes anticipated in the use, possession, location, or storage of the licensed material because of the GNF-A, itself. 2 Applicants will inform the NRC if changes become anticipated as part of this Transaction.

B-2.4 CHANGES IN STATUS OF FACILITIES, EQUIPMENT, AND RADIATION SAFETY PROGRAM Describe the status of the licensees facilities, equipment, and radiation safety program, including any known contamination and whether decontamination will occur prior to transfer.

Include the status of calibrations, leak tests, area surveys, wipe tests, training, quality control, and related records.

There are no changes anticipated in the status of licensed facilities, equipment, and the radiation safety program because of the Transaction, itself. 3 All licensed activities, including all leak tests, physical inventories, and ventilation measurements, should continue on an ongoing basis without interruption. All surveillance items and records will continue to be maintained in their existing state and per applicable requirements. All calibrations, leak tests, area surveys, and wipe tests are current under GNF-As applicable radiation safety programs. There are no changes anticipated to 1

Applicants are reviewing site separation activities at GEs Wilmington, NC site, where both its nuclear and aviation businesses have operations, and anticipate that those site separation activities will be managed under the licensees existing authority. To the extent GNF-A determines that prior NRC approval is required for changes to NRC approved plans (e.g., Emergency Planning or Security) any such approval request would be the subject of a separately docketed application.

2 See supra note 1.

3 See supra note 1.

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the training or quality control programs related to GNF-As licensed activities, and all related records will remain with GNF-A. Applicants will inform the NRC if changes become anticipated as part of the Transaction.

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2.5 DECOMMISSIONING FUNDING

If current decommissioning funding plans (DFP) will be changed because of the transfer, the revised DFP should be submitted. If other financial assurance documents will be changed as the result of the transfer, confirm that all financial assurance instruments associated with the license will be held in the transferees name before the license is transferred, and as required by 10 CFR 30.35(f), the licensee must, within 30 days, submit financial instruments reflecting such changes.

The Transaction will not affect GNF-As compliance with requirements for financial assurance for decommissioning. GNF-A will remain responsible for the current status and future decommissioning and cleanup of all licensed facilities that are the subject of this request for consent. GNF-A will remain in compliance with 10 CFR 70.25(f), because the decommissioning financial assurance requirements for its Part 70 license are satisfied through surety bonds. No changes to the substantive terms of the current surety bonds are anticipated as a result of either step of the Transaction. GNF-A will continue to provide decommissioning financial assurance in this manner and the Transaction is not expected to result in any material changes to the financial surety instruments. Applicants will inform the NRC if material changes become anticipated as part of the Transaction. Any future changes to the method of providing decommissioning financial assurance, after the date of closing of the Transaction, would be done in accordance with NRC requirements.

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2.6 DECOMMISSIONING FUNDING

RECORDS Confirm that all records concerning the safe and effective decommissioning of the facility will be transferred to the B2-5

transferee or to the NRC, as appropriate. These records include documentation of surveys of ambient radiation levels and fixed and or removable contamination, including methods and sensitivity.

The Transaction is anticipated to have no effect on any decommissioning records. The Transaction is not anticipated to involve the physical relocation of any records, and all records concerning the safe and effective decommissioning of GNF-As facilities will remain with GNF-A. Neither step of the Transaction will impact the location or maintenance of the decommissioning funding records associated with the licenses. Applicants will inform the NRC if changes become anticipated as part of the Transaction.

B-2.7 TRANSFEROR AND TRANSFEREE AGREE TO TRANSFERRING CONTROL Confirm that both the transferor and transferee agree to transferring control of the licensed material and activity, and the conditions of transfer, and that the transferee has been made aware of any open inspection items and its responsibility for possible resulting enforcement actions.

Applicants agree to the transfer of control of the licensed material and activity, and the conditions of the transfer. The enclosed Exhibit I is a form of letter from GNF-A to the NRC confirming that it agrees to the transfer of control, within the meaning of 10 CFR 70.36 and implementing guidance. GE Vernova LLC has been made aware of all material, if any, current specific NRC inspection findings and has access to all NRC inspection findings. Under the terms of the Transaction, GNF-A will remain responsible for any possible resulting enforcement actions.

B-2.8 TRANSFEREES COMMITMENT TO ABIDE BY ALL CONSTRAINTS, CONDITIONS, REQUIREMENTS, AND COMMITMENTS Confirm that the transferee will abide by all constraints, conditions, requirements, representations, and commitments of B2-6

the transferor or that the transferee will submit a complete description of the proposed licensed program.

The Transaction does not create a new licensee and does not change any of GNF-As existing commitments under the license. GNF-A, as the holder of the license, will continue to abide by all constraints, conditions, requirements, representations, and commitments contained in the license.

In addition, GNF-A hereby acknowledge and confirm that it will continue to abide by all commitments made to the NRC.

B-2.9 FINANCIAL QUALIFICATIONS 10 CFR 70.36(b) states that [a]n application for transfer of license must include the financial qualifications of the proposed transferee. GNF-A is currently, and, after the closing of the Transaction, will continue to be, financially qualified to carry out licensed activities. Exhibit G (Proprietary) to this Application contains a proprietary balance sheet and five-year pro forma income statement which addresses estimated operating costs and sources of funds to cover those costs. The pro forma and balance sheet shown in Exhibits G are unaudited. These financial statements demonstrate GNF-A has sufficient revenue from activities to continue to carry out licensed activities. Exhibit G is proprietary and is therefore provided in a separate enclosure to this submittal, and an affidavit requesting withholding of Exhibit G is enclosed in Exhibit A. A redacted version of Exhibit G (Exhibit G-1), suitable for public disclosure, is included with this Application.

B2-7

APPENDIX B-3 ADDITIONAL INFORMATION NEEDED BY THE NRC FOR CONSENT TO THE INDIRECT TRANSFER OF CONTROL OF THE MATERIALS LICENSES FOR THE VALLECITOS NUCLEAR CENTER License Nos.:

SNM-960 (Docket No.70-754)

SNM-1270 (Docket No. 70-1220)

Appendix B-3 provides the information required by the Atomic Energy Act of 1954, as amended (AEA), NRC regulations in 10 CFR Part 70, and NRC guidance for applications for consent to transfer radioactive materials licenses for special nuclear material. This information is provided by the Applicants for their request for consent to transfer the two special nuclear material licenses listed above for the Vallecitos Nuclear Center.

B-

3.1 DESCRIPTION

OF ANY PLANNED CHANGES IN THE ORGANIZATION Describe any planned changes in the organization, including, but not limited to, transfer of stocks or assets and mergers, change in members on Board of Directors, etc. Provide the new licensee name, mailing address, and contact information, including phone numbers. Clearly identify when the amendment requested is due to a name change only.

B-3.1.1 Description of Transaction The proposed transaction is for GE to transfer its various energy-related businesses, including its U.S. ownership interests in GEHA, into a recently created wholly-owned subsidiary, GE Vernova LLC. GE Vernova LLC will later convert to a corporation, will then be spun-off to GE shareholders as a publicly-traded corporation and will no longer be part of GE.

With respect to the special nuclear material licenses held by GEHA, the proposed transaction will occur in two steps, each of which involve an indirect transfer of control. As a result of the Internal Reorganization, GE Vernova LLC will first become an indirect intermediate holding company of B3-1

GEHA. The Internal Reorganization will result in the indirect transfer of control of the two licenses held by GEHA. GE Vernova LLC will later convert to a corporation. As a result of the Spin, GE will distribute its shares in GE Vernova Corp. to its shareholders, and GE Vernova Corp.

will no longer be part of GE. The Spin will result in a second indirect transfer of control of the two licenses held by GEHA. Both the Internal Reorganization and Spin require the NRCs consent. 1 In the area of materials licensing, under the AEA, the NRC must make a finding that the indirect transfer of control, as referenced in the AEA and implementing regulations, of GEHAs licenses would not be inimical to the common defense and security and would not constitute an unreasonable risk to the health and safety of the public. 42 USC 2077(c) and 2155. As a result of the Internal Reorganization, GE will retain ultimate ownership and control of GEHA and GE Vernova LLC will be an indirect corporate parent and intermediate holding company.

GE Vernova LLC is a Delaware limited liability company. GE Vernova LLCs sole member is GE, and GE Vernova LLCs principal officers and manager are all U.S. citizens. Prior to the Spin, GE Vernova LLC will become a Delaware corporation. As a result of the Spin, GE Vernova Corp.

will become a publicly-traded Delaware corporation with its initial shares held by GE shareholders. The principal officers of GE Vernova Corp. and members of the board of directors have yet to be identified but GE expects a majority will be U.S. citizens.

1 On May 9, 2023, GEHA announced its intent to transfer ownership of the Vallecitos Nuclear Center (VNC) to NorthStar Group Services, Inc. for nuclear decontamination, decommissioning, and environmental site restoration. This announced transaction is subject to separate regulatory approvals and does not alter the proposed Transaction that is the subject of this Application. In the event that the recently announced transaction to transfer ownership of the VNC closes prior to completion of the proposed indirect transfer of control to GE Vernova, the Applicants will supplement this Application.

B3-2

B-3.1.2 Changes to Management There are currently no anticipated changes to GEHAs operations, headquarters, key personnel, or licensed activities because of the Transaction. In the Internal Reorganization, GE will transfer to GE Vernova LLC all of GEs 60% ownership interest in GEHA. At this step, GE Vernova LLC will be wholly-owned by GE. GE Vernova LLC is managed by a single manager. The principal officers and manager of GE Vernova LLC are all U.S. citizens. GE Vernova LLC will later convert to a corporation. In the Spin, GE Vernova Corp. will be a publicly-traded Delaware corporation and GE will distribute its shares in GE Vernova Corp. to its shareholders. GE Vernova Corp. will be managed by a board of directors consisting of approximately 10 directors. The principal officers of GE Vernova Corp. and members of the board of directors have yet to be identified but GE expects a majority will be U.S. citizens. Applicants will inform the NRC if changes become anticipated as part of the Transaction.

B-3.1.3 Technical Qualifications GEHA currently is, and after the Transaction will continue to be, technically qualified to engage in licensed activities. As discussed below, there are no changes anticipated to personnel, facilities, equipment, or procedures for any licensed activities because of the Transaction. Neither step of the Transaction will impact the technical qualifications of GEHA. Applicants will inform the NRC if changes become anticipated as part of the Transaction.

B-3.2 CHANGES IN PERSONNEL OR DUTIES Describe any changes in personnel or duties that relate to the licensed program. Include training and experience for new personnel and any changes in the training program.

There are no changes anticipated in personnel or management having direct operational responsibility for, and control of, licensed activities because of the Transaction. There are no B3-3

changes anticipated in personnel listed on the licenses because of the Transaction. There are no changes anticipated in personnel responsible for radiation safety or use of licensed material listed in the licenses. For the NRCs information only, there are no changes anticipated in personnel responsible for the CoCs possessed by GEHA. Applicants will inform the NRC if changes become anticipated as part of the Transaction.

B-3.3 CHANGES IN LOCATION, FACILITIES, OR EQUIPMENT Describe any changes in the location, facilities, equipment, radiation safety program, use, possession, waste management, or other procedures that relate to the licensed program.

There are no changes anticipated in the location of GEHAs regulated activities, or operational organization, location, facilities, equipment, or procedures related to the licenses, approvals, or certificates held by GEHA because of the Transaction. There are no changes anticipated in the use, possession, location, or storage of the licensed material because of the Transaction. Neither step of the Transaction will impact the location, facilities, or equipment related to the licenses.

Applicants will inform the NRC if changes become anticipated as part of this Transaction.

B-3.4 CHANGES IN STATUS OF FACILITIES, EQUIPMENT, AND RADIATION SAFETY PROGRAM Describe the status of the licensees facilities, equipment, and radiation safety program, including any known contamination and whether decontamination will occur prior to transfer.

Include the status of calibrations, leak tests, area surveys, wipe tests, training, quality control, and related records.

There are no changes anticipated in the status of licensed facilities, equipment, and the radiation safety program because of the Transaction. All licensed activities, including all leak tests, physical inventories, and ventilation measurements should continue on an ongoing basis without interruption. All surveillance items and records will continue to be maintained in their existing B3-4

state and per applicable requirements. All calibrations, leak tests, area surveys, and wipe tests are current under GEHAs applicable radiation safety programs. There are no changes anticipated to the training or quality control programs related to GEHAs licensed activities, and all related records will remain with GEHA. Applicants will inform the NRC if changes become anticipated as part of the Transaction.

B-

3.5 DECOMMISSIONING FUNDING

If current decommissioning funding plans (DFP) will be changed because of the transfer, the revised DFP should be submitted. If other financial assurance documents will be changed as the result of the transfer, confirm that all financial assurance instruments associated with the license will be held in the transferees name before the license is transferred, and as required by 10 CFR 30.35(f), the licensee must, within 30 days, submit financial instruments reflecting such changes.

The Transaction will not affect GEHAs compliance with requirements for financial assurance for decommissioning. GEHA will remain responsible for the current status and future decommissioning and cleanup of all licensed facilities that are the subject of this request for consent. GEHA will remain in compliance with 10 CFR 70.25(f), because the decommissioning financial assurance requirements for their Part 70 licenses are satisfied through surety bonds. No changes to the substantive terms of the current surety bonds are anticipated as a result of either step of the Transaction. GEHA will continue to provide decommissioning financial assurance in this manner and the Transaction is not expected to result in any material changes to the financial surety instruments. Applicants will inform the NRC if material changes become anticipated as part of the Transaction. Any future changes to the method of providing decommissioning financial assurance, after the date of closing of the Transaction, would be done in accordance with NRC requirements.

B3-5

B-

3.6 DECOMMISSIONING FUNDING

RECORDS Confirm that all records concerning the safe and effective decommissioning of the facility will be transferred to the transferee or to the NRC, as appropriate. These records include documentation of surveys of ambient radiation levels and fixed and or removable contamination, including methods and sensitivity.

The Transaction is anticipated to have no effect on any decommissioning records. The Transaction is not anticipated to involve the physical relocation of any records, and all records concerning the safe and effective decommissioning of GEHAs facilities will remain with GEHA. Neither step of the Transaction will impact the location or maintenance of the decommissioning funding records associated with the licenses. Applicants will inform the NRC if changes become anticipated as part of the Transaction.

B-3.7 TRANSFEROR AND TRANSFEREE AGREE TO TRANSFERRING CONTROL Confirm that both the transferor and transferee agree to transferring control of the licensed material and activity, and the conditions of transfer, and that the transferee has been made aware of any open inspection items and its responsibility for possible resulting enforcement actions.

Applicants agree to the transfer of control of the licensed material and activity, and the conditions of the transfer. The enclosed Exhibit H is a form of letter from GEHA to the NRC confirming that it agrees to the transfer of control, within the meaning of 10 CFR 70.36 and implementing guidance. GE Vernova LLC has been made aware of all material, if any, current specific NRC inspection findings and has access to all NRC inspection findings. Under the terms of the Transaction, GEHA will remain responsible for any possible resulting enforcement actions.

B3-6

Confidential Proprietary Information - Withhold from Disclosure Pursuant to 10 CFR 2.390 B-3.8 TRANSFEREES COMMITMENT TO ABIDE BY ALL CONSTRAINTS, CONDITIONS, REQUIREMENTS, AND COMMITMENTS Confirm that the transferee will abide by all constraints, conditions, requirements, representations, and commitments of the transferor or that the transferee will submit a complete description of the proposed licensed program.

The Transaction does not create a new licensee and does not change any of GEHAs existing commitments under the licenses. GEHA, as the holder of the licenses, will continue to abide by all constraints, conditions, requirements, representations, and commitments contained in the licenses. In addition, GEHA acknowledge and confirm that, upon closing of the Transaction, it will continue to abide by all commitments made to the NRC prior to closing of the Transaction.

B-3.9 FINANCIAL QUALIFICATIONS 10 CFR 70.36(b) states that [a]n application for transfer of license must include the financial qualifications of the proposed transferee. Exhibit F (Proprietary) to this request contains a proprietary balance sheet and five-year pro forma income statement which addresses estimated operating costs and sources of funds to cover those costs. 1 The pro forma and balance sheet shown in Exhibit F are unaudited. [

1 GE-Hitachi Nuclear Energy Holdings, LLC (GEHH) does not report financials at the individual operating company level. For that reason, the pro forma and balance sheet shown in Exhibit F are the GEHH-level financials, inclusive of GEHA and GEHHs other subsidiary operating companies.

B3-2

Confidential Proprietary Information - Withhold from Disclosure Pursuant to 10 CFR 2.390

] Exhibit F is proprietary and is therefore provided in a separate enclosure to this submittal, and an Affidavit requesting withholding of Exhibit F is enclosed in Exhibit A. A redacted version of Exhibit F (Exhibit F-1), suitable for public disclosure, is included with this Application.

B3-3

AFFIRMATION I, Buckmaster De Wolf, do hereby declare under penalty of perjury under the laws of the United States of America that the following is true and correct: (1) I am the Vice President of Environment, Health & Safety for General Electric Company ("GE"), (2) I am duly authorized to execute and file this affirmation on behalf of GE, and (3) the statements set forth in the attached Application for Consent to Indirect Transfer of Control regarding Applicants are true and correct to the best of my infonnation, knowledge and belief.

General El~tr.Mra~Wpany By: f;,wk;,.,IA,s/ur Vt- tJJtlf Bue aster De Wolf 3 I 6:45 PM EDT Date: May 30 '

AFFIRMATION I, Jay T. Wileman, do hereby declare under penalty of perjury under the laws of the United States of America that the following is true and correct: (1) I am the President and Chief Executive Officer of GE-Hitachi Nuclear Energy, LLC ("GEH") and Chief Executive Officer of Global Nuclear Fuel, LLC ("GNF"), (2) I am duly authorized to execute and file this affirmation on behalf of GEH and GNF, and (3) the statements set forth in the attached Application for Consent to Indirect Transfer of Control regarding Applicants are true and correct to the best of my information, knowledge and belief.

GE-Hitachi Nuclear Energy LLC Global Nu~11~ , LLC By: (!z.:.:::--

Jav T. Wileman Date: May 31, Z023 I 1: 28 PM EDT

APPLICATION FOR CONSENT TO INDIRECT TRANSFER OF CONTROL WITH RESPECT TO REACTOR LICENSES, MATERIALS LICENSES, EXPORT LICENSES, AND NOTIFICATION REGARDING OTHER APPROVALS INDEX TO EXHIBITS EXHIBIT NO. DESCRIPTION A Applications and Affidavits for Withholding of Proprietary Information B U.S. Nuclear Regulatory Commission Reactor Licenses, Materials Licenses, Export Licenses, and Other Approvals Related to GE Hitachi Nuclear Energy Americas, LLC and Global Nuclear Fuel-Americas, LLC C General Company Information for GE Vernova LLC D General Company Information for GE Vernova Corp.

E-1, E-2, and E-3 General Electric Company Organization Chart for GEHA and GNF-A Before the Transaction, After the Internal Reorganization, and After the Spin F Balance Sheet and Financial Pro Forma for GEHA (proprietary)

F-1 Balance Sheet and Financial Pro Forma for GEHA (non-proprietary)

G Balance Sheet and Financial Pro Forma for GNF-A (proprietary)

G-1 Balance Sheet and Financial Pro Forma for GNF-A (non-proprietary)

H Letter from GEHA Confirming that GEHA Will Abide by Commitments I Letter from GNF-A Confirming that GNF-A Will Abide by Commitments

EXHIBIT A APPLICATION FOR WITHHOLDING OF GE-HITACHI NUCLEAR ENERGY AMERICAS, LLC AND AFFIDAVIT OF SCOTT P. MURRAY I, Scott P. Murray, Manager, Facility Licensing of GE-Hitachi Nuclear Energy Americas, LLC (GEHA), state that:

1. I am the Manager, Facility Licensing for GEHA, and I have been delegated the function of reviewing the information described in paragraph (2), which is sought to be withheld, and have been authorized to apply for its withholding.

2. GEHA is providing information in support of its Application for Consent to Indirect Transfer of Control with Respect to Reactor Licenses, Materials Licenses, and Export Licenses, and Notification Regarding Other Approvals. The proprietary information sought to be withheld in this submittal is that which is appropriately marked in:

(1) Appendix A, section A.3; (2) Appendix B-1, section B-1.3; (3) Appendix B-3, section B-3.9; (4) Exhibit E-1, Simplified Organization Chart Before the Transaction; (5) Exhibit E-2, Simplified Organization Chart After the Internal Reorganization; (6) Exhibit E-3, Simplified Organization Chart After the Spin; and (7) Exhibit F, Balance Sheet and Financial Pro Forma Income Statement for GEHA. These documents constitute proprietary commercial and financial information that should be held in confidence by the U.S. Nuclear Regulatory Commission (the NRC) pursuant to the policy reflected in 10 CFR 2.390(a)(4) and 10 CFR 9.17(a)(4) because:

a. This information is and has been held in confidence by GEHA.

b. The information is of a type that is held in confidence by GEHA, and there is a rational basis for doing so because the information contains sensitive financial competitive information concerning GEHAs anticipated revenues and operating expenses.

c. This information is being submitted to the NRC in confidence.

d. This information has been marked in accordance with 10 CFR 2.390(b)(1).

e. This information is not available in public sources and could not be readily gathered from other publicly available information.

f. Public disclosure of this information would create substantial harm to the competitive position of GEHA by disclosing its internal commercial, financial and proprietary information to other parties whose commercial interests may be adverse to those of GEHA.

3. Accordingly, GEHA requests that the designated documents be withheld from public disclosure pursuant to the policy reflected in 10 CFR 2.390(a)(4) and 10 CFR 10.917(a)(4).

Exhibit A

4. The avennents of fact set forth in this affidavit are true and correct to the best of my knowledge, information, and belief.

5. I declare under penalty of perjury under the laws of the United States that the foregoing is true and correct.

Executed on this 30th day of May 2023.

GE-Hitachi Nuclear Energy Americas, LLC

~f);O,~

S!ott P. Murray Manager, Facility Licensing STATE OF NORTH CAROLINA )

COUNTY OF NEW HANOVER )

Subscribed and sworn to me, a Notary Public, in and for the State of North Carolina, this 30th day of May 2023.

Gwenn Moser

~~ Notary Public in and for the NOTARY PUBLIC State of North Carolina Brunswick County, NC My Commiaalon Explrta Oclobtr 18, 2027 My Commission Expires: /Oft lj,o~ 7 Exhibit A

APPLICATION FOR WITHHOLDING OF GLOBAL NUCLEAR FUEL-AMERICAS, LLC AND AFFIDAVIT OF SCOTT P. MURRAY I, Scott P. Murray, Manager, Facility Licensing of Global Nuclear Fuel-Americas, LLC (GNF-A), state that:

1. I am the Manager, Facility Licensing for GNF-A, and I have been delegated the function of reviewing the information described in paragraph (2), which is sought to be withheld, and have been authorized to apply for its withholding.

2. GNF-A is providing information in support of its Application for Consent to Indirect Transfer of Control with Respect to Reactor Licenses, Materials Licenses, and Export Licenses, and Notification Regarding Other Approvals. The proprietary information sought to be withheld in this submittal is that which is appropriately marked in:

(1) Exhibit E-1, Simplified Organization Chart Before the Transaction; (2) Exhibit E-2, Simplified Organization Chart After the Internal Reorganization; (3) Exhibit E-3, Simplified Organization Chart After the Spin; and (4) Exhibit G, Balance Sheet and Financial Pro Forma Income Statement for GNF-A. These documents constitute proprietary commercial and financial information that should be held in confidence by the U.S. Nuclear Regulatory Commission (the NRC) pursuant to the policy reflected in 10 CFR 2.390(a)(4) and 10 CFR 9.17(a)(4) because:

a. This information is and has been held in confidence by GNF-A.

b. The information is of a type that is held in confidence by GNF-A, and there is a rational basis for doing so because the information contains sensitive financial competitive information concerning GNF-As anticipated revenues and operating expenses.

c. This information is being submitted to the NRC in confidence.

d. This information has been marked in accordance with 10 CFR 2.390(b)(1).

e. This information is not available in public sources and could not be readily gathered from other publicly available information.

f. Public disclosure of this information would create substantial harm to the competitive position of GNF-A by disclosing its internal commercial, financial and proprietary information to other parties whose commercial interests may be adverse to those of GNF-A.

3. Accordingly, GNF-A requests that the designated documents be withheld from public disclosure pursuant to the policy reflected in 10 CFR 2.390(a)(4) and 10 CFR 10.917(a)(4).

4. The averments of fact set forth in this affidavit are true and correct to the best of my knowledge, information, and belief.

Exhibit A

5. I declare under penalty of perjury under the laws of the United States that the foregoing is true and correct.

Executed on this 30th day of May 2023 Global Nuclear Fuel-Americas, LLC 1-~f!~

Scott P. Murray Manager, Facility Licensi:

STATEOFNORTHCAROLINA )

COUNTY OF NEW HANOVER )

L...~ .

Subscribed and sworn to me, a Notary Public, in and for the State of North Carolina, this 30th day ofMay2023.

.-/Notary Public in and for the Gwenn Moser State of North Carolina NOTARY PUBLIC Brunswick County, NC My Commlsalon Expires OCtobtr 18, 2027 MyCommissionExpires: /0/1¢,~z Exhibit A

EXHIBITB U.S. NUCLEAR REGULATORY COMMISSION REACTOR LICENSES, MATERIAL LICENSE, EXPORT LICENSES, AND OTHER APPROVALS RELATED TO GE IDTACHI NUCLEAR ENERGY AMERICAS, LLC AND GLOBAL NUCLEAR FUEL - AMERICAS, LLC Reactor Licenses License NRC Facility Name Licensee Facility Address Name of Reactor Number Docket No.

Vallecitos 6705 Vallecitos Rd Nuclear Test Reactor GEHA R-33 50-73 Nuclear Center Sunol, CA 94566 (NTR)

Vallecitos 6705 Vallecitos Rd Vallecitos Boiling GEHA DPR-1 50-18 Nuclear Center Sunol, CA 94566 Water Reactor (VBWR)

ESADA Vallecitos Vallecitos 6705 Vallecitos Rd GEHA DR-10 50-183 Experimental Superheat Nuclear Center Sunol, CA 94566 Reactor (EVESR)

Vallecitos 6705 Vallecitos Rd GE Test Reactor GEHA TR-1 50-70 Nuclear Center Sunol, CA 94566 (GETR)

Part 70 Licenses License NRC Facility Name Licensee Facility Address Type of License Number Docket No.

Vallecitos 6705 Vallecitos Rd Special Nuclear GEHA SNM-960 70-754 Nuclear Center Sunol, CA 94566 Material Vallecitos 6705 Vallecitos Rd Special Nuclear GEHA SNM-1270 70-1220 Nuclear Center Sunol, CA 94566 Material Wilmington Fuel 3901 Castle Hayne Rd. Special Nuclear Manufacturing GNF-A SNM-1097 70-1113 Wilmington, NC 28401 Material Facility Exhibit B

Part 72 License License NRC Facility Name Licensee Facility Address Type of License Number Docket No.

Monis-Operation 7555 East Collins Rd. Special Nuclear Independent GEHA SNM-2500 72-1 Monis, IL 60450 Material Spent Fuel Storage Facilitv Export Licenses Licensee License Number NRC Docket No.

GEHA XR132 Awaiting Assignment GNF-A XSNM1662 11001076 GNF-A XSNM03135 11005186 GNF-A XSNM3398 11005555 GNF-A XCOM1124 11005086 GNF-A XSNM3785 11006278 GNF-A XSNM3066 11005081 Transportation Package Approvals (Certificates of Compliance)

Facility Name Certificate Number Package Identification Vallecitos Nuclear Center 9228 USA/9228/B(U)F-96 (GEHA)

Wilmington Fuel 9294 USA/9294/AF-96 Manufactming Facility (GNF-A) 9309 USA/9309/B(U)F-96 Exhibit B

EXHIBIT C GENERAL COMPANY INFORMATION FOR GE VERNOVA LLC NAME: GE Vernova LLC ADDRESS 1209 Orange Street Wilmington, Delaware 19801 STATE OF Delaware INCORPORATION:

MANAGER Robert M. Giglietti PRINCIPAL Robert M. Giglietti - President & Treasurer OFFICERS Victoria Vron - Vice President & Secretary Exhibit C

EXHIBIT D GENERAL COMPANY INFORMATION FOR GE VERNOVA CORP.

NAME: GE Vernova Corp.

ADDRESS 1209 Orange Street Wilmington, Delaware 19801 STATE OF Delaware INCORPORATION:

MEMBERS OF To Be Provided BOARD OF DIRECTORS PRINCIPAL To Be Provided OFFICERS

• All of the principal officers and members of the board of directors to be identified, and a majority are expected to be U.S. Citizens.

Exhibit D

Confidential Proprietary Information - Withhold.from Disclosure Pursuant to JO CFR 2.390 EXHIBITE-1 SIMPLIFIED ORGANIZATION CHART BEFORE THE INTERNAL REORGANIZATION Exhibit El

Confidential Proprietary Information - Withhold.from Disclosure Pursuant to JO CFR 2.390 EXHIBITE-2 SIMPLIFIED ORGANIZATION CHART AFTER THE INTERNAL REORGANIZATION Exhibit E2

Confidential Proprietary Information - Withhold.from Disclosure Pursuant to JO CFR 2.390 EXHIBITE-3 SIMPLIFIED ORGANIZATION CHART AFT.ER THE SPIN ExhibitE3

Confidential Proprietary Information - Withhold.from Disclosure Pursuant to JO CFR 2.390 EXHIBITF BALANCE SHEET AND FINANCIAL PRO FOMIA FOR GEBA (Proprietary)

Exhibit F

Confidential Proprietary Information - Withhold.from Disclosure Pursuant to JO CFR 2.390 GE-Hlt.achl Nuclear Energy Holdings, UC Pro Fonna Balance Sheet for the period ended Dec:<<nber 1, 2023 Unaudlt.ed (In m ilhons}

Exhibit F

EXHIBIT F-1 BALANCE SHEET AND FINANCIAL PROFORMA FOR GEHA (Non-Proprietary)

GE*Hftadil Nuclear Energy Holdlnp, LlC Pro Fonna Income Statefflt!l1t For the years ended December 31, 2024 throulh 2028 Unaud~d

• (In mi li ons) 2DZ4 2DZ5 2026 2027 2028 Sales Costs and expenses:

Cost of sales Dei>reoiatioo & amortizatioo Other costs & expenses Surety bond expense Interest expense Total costs and expenses Earnings (loss) before income tax Income Taxes Net Eamin.gs (loss)

ExhibitF-1

GE-tft.achl Nudaar Enargy Holdircs, lLC Pro Forma Balance Sheet FortN period ended December 1, 2023 UMudited (In milfions) 12.1..2023 Assets c.ash Trade receivables Inventory Property, Plant and e_qu"ment, net Oeferted taxes Ucenses and other inta~lble assets All other assets Total Assns s Liabilities and Members' Equity Accounts payables, principally trade accounts s Other costs and expenses accrued Due from aff!Uates, net All ~her t.abilitles Total liabilities Equity Total Uabi1ities and Members' Equity s Exhibit F-1

Confidential Proprietary Information - Withhold.from Disclosure Pursuant to JO CFR 2.390 EXHIBITG BALANCE SHEET AND FINANCIAL PROFORMA FOR GNF-A (Proprietary)

Exhibit G

Confidential Proprietary Information - Withhold.from Disclosure Pursuant to JO CFR 2.390 Global Nuclear Fuel

• Am<<icas, LLC Pro Fonna Balanc.e Sheet For the period ended Oeamber 1, 2Jl23 Unaudited (In millior,s}

Exhibit G

EXHIBIT G-1 BALANCE SHEET AND FINANCIAL PROFORMA FOR GNF-A (Non-Proprietary)

Global Nuclear Fuel - ~ . LLC Pro Forma lncom@ Stat"'"""'t For the years ended ~e,m~ 31, 1024 through 1028 Unaudited (In mflllon:S) 202-4 2025 2026 2027 2028 Sales $

Costs and expenses:

C.ost oF sales

,D epred ation & amortizatioc, Other costs & expenses Surety bond expense Total costs a nd expenses Earnings befOl'e income tu Income Taxes NetEamings s Exhibit G-1

Global Nude.w FLNI

• Amwicas, U.C Pro Forma lalanc.e Sheet For the period ended Deamhff 1, 2023 Unaudited (In millions) 12.1.2023 Assets cash and cash pool with parent $

Trade receivables Inventory Property, Plant and e_qu" ment, net l..ia!nses and other intaiwible assets All other assets Total Assets Uablllties and Membe_rs' Equity Aaounts payables, principally tr.Ide accounts s Other costs and expenses aocnJed Due from afflUates, net All other l ablUtles Total Liabiliti es Equity Total LiablJities and Members' Equity s Exhibit G- 1

EXHIBIT H LETTER FROM GE-HITACHI NUCLEAR ENERGY AMERICAS, LLC CONFIRMING THAT IT WILL ABIDE BY COMMITMENTS Document Control Desk U.S. Nuclear Regulatory Commission Washington, DC 20555

Subject:

GE-Hitachi Nuclear Energy Americas, LLC - Application for Order Consenting to Indirect Transfer of Control with Respect to Reactor Licenses, Materials Licenses, and Export Licenses, and Notification Regarding Other Approvals

Dear Sir or Madam:

This letter is in furtherance of and a part of the Application for Consent to Indirect Transfer of Control of GE-Hitachi Nuclear Energy Americas, LLC (GEHA) (the Application) filed with the U.S. Nuclear Regulatory Commission (the NRC) as it relates to GEHAs reactor licenses, materials licenses, and export licenses referenced in the Application. The need for the requested NRC consent arises from a Transaction in which GE will transfer its various energy-related businesses, including its ownership interests in GEHA, into a recently created wholly-owned subsidiary named GE Vernova LLC. GE Vernova LLC will later convert to a corporation, will then be spun-off to GE shareholders as a publicly-traded corporation and will no longer be part of GE. This Transaction will result in the indirect transfer of control of GEHA, within the meaning of 10 CFR 50.80, 70.36, and 72.50.

In accordance with NUREG-1556, Volume 15, Rev. 1, dated June 2016, and to support GEHAs request for NRC consent to the Transaction that results in the indirect transfer of control within the meaning of 10 CFR 50.80, 70.36, and 72.50 as it relates to the licenses held by GEHA, GEHA hereby makes the following statements and representations:

1. I am the President and Chief Executive Officer of GE-Hitachi Nuclear Energy, LLC and am authorized to file this letter with the NRC on behalf of GEHA.

2. Currently, GEHA is ultimately controlled by the General Electric Company.

3. After the closing of the Transaction discussed above, GE Vernova Corp. will become the ultimate corporate parent of GEHA, which will remain the licensee and holder of the respective reactor, materials, and export licenses as set forth in the Application.

4. GEHA does not plan to make changes to personnel or management having direct operational responsibility for, and control of, licensed activities. There are no planned changes in personnel who are listed on the licenses because of the Transaction. There are no planned changes in personnel responsible for radiation safety or use of licensed material listed in the licenses possessed by GEHA because of this Transaction. To the extent that changes are made in the future, GEHA will Exhibit H

OocuSign Envelope ID: CCBE4CAD-E80A-4451-90F9-04540E573CA5 comply with NRC license requirements and submit a license amendment or notification as needed.

5. GEHA does not plan to make changes to GEHA's headquarters, or operational organization, location, facilities, equipment or procedures related to the licenses possessed by GEHA. There are no planned changes in the use, possession, location, or storage of the licensed material as a result of the Transaction. To the extent that changes are made in the future, GEHA will comply with NRC license requirements and submit a license amendment or notification as needed.

6. GEHA will continue to abide by all constraints, license conditions, requirements, representations, and commitments identified in and attributed to GEHA in its existing licenses.

7. GEHA will maintain its responsibility for the provision of the decommissioning financial assurance required by the NRC with respect to the licenses set forth in the Application. GEHA will continue to provide decommissioning financial assurance in compliance with the NRC's requirements upon the closing of the Transaction described in the Application.

GEHA would be pleased to respond to any further questions that the NRC may have with regard to this letter.

I declare under penalty of perjury under the laws of the United States that, to the best of my knowledge, the foregoing is true and correct.

Sincerely, Jay T. Wileman Executed on: May 31, 2023 I 1:28 PM EDT Exhibit H

EXHIBIT I LETTER FROM GLOBAL NUCLEAR FUEL-AMERICAS, LLC CONFIRMING THAT IT WILL ABIDE BY COMMITMENTS Document Control Desk U.S. Nuclear Regulatory Commission Washington, DC 20555

Subject:

Global Nuclear Fuel-Americas, LLC - Application for Order Consenting to Indirect Transfer of Control with Respect to Reactor Licenses, Materials Licenses, and Export Licenses, and Notification Regarding Other Approvals

Dear Sir or Madam:

This letter is in furtherance of and a part of the Application for Consent to Indirect Transfer of Control of Global Nuclear Fuel - Americas, LLC (GNF-A) (the Application) filed with the U.S. Nuclear Regulatory Commission (the NRC) as it relates to GNF-As materials license and export licenses referenced in the Application. The need for the requested NRC consent arises from a Transaction in which GE will transfer its various energy-related businesses, including its ownership interests in GNF-A, into a recently created wholly-owned subsidiary named GE Vernova LLC. GE Vernova LLC will later convert to a corporation, will then be spun-off to GE shareholders as a publicly-traded corporation and will no longer be part of GE. This Transaction will result in the indirect transfer of control of GNF-A, within the meaning of 10 CFR 70.36 and 72.50.

In accordance with NUREG-1556, Volume 15, Rev. 1, dated June 2016, and to support GNF-As request for NRC consent to the Transaction that results in the indirect transfer of control within the meaning of 10 CFR 70.36 and 72.50 as it relates to the licenses held by GNF-A, GNF-A hereby makes the following statements and representations:

1. I am the Chief Operating Officer of GNF-A and am authorized to file this letter with the NRC on behalf of GNF-A.

2. Currently, GNF-A is ultimately controlled by the General Electric Company.

3. After the closing of the Transaction discussed above, GE Vernova Corp. will become the ultimate corporate parent of GNF-A, which will remain the licensee and holder of the respective materials and export licenses as set forth in the Application.

4. GNF-A does not plan to make changes to personnel or management having direct operational responsibility for, and control of, licensed activities. There are no planned changes in personnel who are listed on the licenses because of the Transaction. There are no planned changes in personnel responsible for radiation safety or use of licensed material in the licenses possessed by GNF-A because of this Transaction. To the extent that changes are made in the future, GNF-A will Exhibit I

uocu::i,gn t:nve1ope 1u: l.:l.:l:it:4LlAU-t:l:IUA-44:> H:1ui-~-u4::,,.u1;;::,, -'L.l\:i comply with NRC license requirements and submit a license amendment or notification as needed.

5. GNF-A does not plan to make changes to its headquarters, or operational organization, location, facilities, equipment or procedures related to the licenses possessed by GNF-A. There are no planned changes in the use, possession, location, or storage of the licensed material as a result of the Transaction. To the extent that changes are made in the future, GNF-A will comply with NRC license requirements and submit a license amendment or notification as needed.

6. GNF-A will continue to abide by all constraints, license conditions, requirements, representations, and commitments identified in and attributed to GNF-A in its existing licenses.

7. GNF-A will maintain its responsibility for the provision of the decommissioning financial assurance required by the NRC for the respective materials license as set forth in the Application. GNF-A will continue to provide decommissioning financial assurance in compliance with the NRC's requirements upon the closing of the Transaction described in the Application.

GNF-A would be pleased to respond to any further questions that the NRC may have with regard to this letter.

Sincerely, Michael R. Chilton Executedon:June 1, 2023 I 7:18 AM EDT Exhibit I