ML23283A328

Safety Evaluation Report: Ge/Geha/Gnfa Indirect Transfer of Control of Licenses

ML23283A328
Person / Time
Site:	Vallecitos Nuclear Center, 07000754, 07001113, 07200001, 07001220, 11005081, 11001075, 11006278, Vallecitos, 11005086, 11001076, 11005555, 11005186
Issue date:	11/30/2023
From:	Office of Nuclear Material Safety and Safeguards
To:
Shared Package
ML23283A327	List: ML23283A328 ML23283A329 ML23283A330
References
Download: ML23283A328 (17)

Text

SAFETY EVALUATION BY THE OFFICE OF NUCLEAR MATERIAL SAFETY AND SAFEGUARDS RELATED TO THE REQUEST FOR INDIRECT TRANSFER OF CONTROL OF REACTOR LICENSE NOS. DPR-1, TR-1, R-33, AND DR-10; SPECIAL NUCLEAR MATERIAL LICENSE NOS. SNM-960, SNM-1097, SNM-1270, AND SNM-2500; AND EXPORT LICENSE NOS. XR135, XSNM1662, XSNM3066, XCOM1124, XSNM03135, XSNM3398, AND XSNM3785 ASSOCIATED WITH THE VALLECITOS NUCLEAR CENTER, THE WILMINGTON FUEL FABRICATION FACILITY, AND THE MORRIS OPERATION INDEPENDENT SPENT FUEL STORAGE FACILITY DOCKET NOS. 50-18, 50-70, 50-73, 50-183,70-754, 70-1113, 70-1220, 72-1, 11001075, 11001076, 11005081, 11005086, 11005186, 11005555, AND 11006278

1.0 INTRODUCTION

By application dated May 30, 2023 (Agencywide Documents Access and Management System Accession No. ML23152A116), as supplemented by letters dated June 20, 2023 (ML23171A976), June 26, 2023 (ML23177A089), and September 27, 2023 (ML23271A087)

(collectively, the application), General Electric Company (GE), GE-Hitachi Nuclear Energy Americas, LLC (GEHA), and Global Nuclear Fuel-Americas, LLC (GNF-A) (together, the applicants) requested consent from the U.S. Nuclear Regulatory Commission (NRC, the Commission) to indirect transfer of control of the following NRC licenses held by GEHA: Facility Operating License No. R-33 for the Nuclear Test Reactor (NTR) at the Vallecitos Nuclear Center (VNC) in Sunol, California; Possession Only License No. DPR-1 for the Vallecitos Boiling Water Reactor (VBWR) at the VNC; Possession Only License No. DR-10 for the Empire State Atomic Development Associates Vallecitos Experimental Superheat Reactor (EVESR) at the VNC; Possession Only License No. TR-1 for the GE Test Reactor (GETR) at the VNC; Special Nuclear Material License (SNM) Nos. SNM-960 and SNM-1270 for the VNC; Special Nuclear Material License No. SNM-2500 for the Morris Operation Independent Spent Fuel Storage Installation (ISFSI) in Grundy County, Illinois; and Export License Nos. XR135 and XCOM1124.

The applicants also requested NRC consent to the indirect transfer of control of the following NRC licenses held by GNF-A: Special Nuclear Material License No. SNM-1097 for the Wilmington Fuel Fabrication Facility in Wilmington, North Carolina and Export License Nos.

XSNM1662, XSNM3066, XSNM03135, XSNM3398, and XSNM3785. The NRC licenses held by GEHA and GNF-A are listed in Exhibit B of the application, as updated, and are referred to collectively as the licenses. The application also provided related notice for Certificate of Enclosure 1

Compliance (CoC) No. 9228 for Transportation Package USA/9228/B(U)F-96 (held by GEHA) and No. 9294 for Transportation Package USA/9294/AF-96 and No. 9309 for Transportation Package USA/9309/B(U)F-96 (held by GNF-A). Attached to their June 26, 2023, letter, the applicants provided a copy of the State of Delaware Certificate of Formation of GE Vernova LLC. Attached to their September 27, 2023, letter, the applicants provided revised Exhibits C and D providing general company information for GE Vernova LLC and the names of the principal officers for GE Vernova Corp. that would have direct responsibilities for the activities of GEHA and GNF-A after the proposed transfers.

The applicants requested NRC consent to the indirect transfer of control of licenses pursuant to Section 184 of the Atomic Energy Act of 1954, as amended (the Act), and Title 10 of the Code of Federal Regulations (10 CFR) Section 50.80, Transfer of licenses, 10 CFR 70.36, Inalienability of licenses, 10 CFR 72.50, Transfer of license, and 10 CFR 110.50, Terms.

Transactions involving CoCs are not subject to the consent requirements of Section 184 of the Act or related NRC regulations.

The NRC published its notice of receipt and consideration of approval of the application in the Federal Register (FR) on July 19, 2023 (88 FR 46197) and provided an opportunity to comment and to request a hearing. The supplemental letter dated September 27, 2023, provided additional information that clarified the application and did not expand its scope as originally noticed. The NRC did not receive any written comments or requests for hearing in response to the notice.

2.0 BACKGROUND

GE and Hitachi Ltd. (Hitachi), a Japanese corporation, hold the ownership interests in GEHA and GNF-A, with GE holding 60 percent ownership interest and Hitachi holding the remaining 40 percent ownership interest through wholly owned companies. The application involves the second phase of a company reorganization in which GE would transfer its various energy-related businesses, including its ownership interest in GEHA and GNF-A, into a recently created wholly owned subsidiary named GE Vernova LLC. Hitachis ownership interests would not be affected by the proposed transaction. The applicants stated that the reorganization would occur in two steps, each of which would involve an indirect transfer of control of the licenses. First, GE Vernova LLC would become an intermediate holding company and an indirect corporate parent of both GEHA and GNF-A. Second, GE Vernova LLC would be converted into a corporation (i.e., GE Vernova Corp.) and then GE would distribute the shares of GE Vernova Corp. to its shareholders. As a result, GE Vernova Corp. would become the new ultimate U.S. parent company for both GEHA and GNF-A. These two steps are required to effectuate the transaction, and the second step would not occur without the first. The applicants stated that only a single application for both steps was being submitted and requested that the NRC grant its consent to both.

There would be no direct transfer of control of the licenses because GEHA and GNF-A would continue to be the holders of the licenses after the proposed transaction. GEHA and GNF-A would also continue to be the holders of the CoCs and the transaction would not result in any reduction in safety or change any commitments made under the CoCs. There would also be no change in the management or technical personnel responsible for licensed activities. The current safety, security, and licensing organizations within GEHA and GNF-A would remain unchanged. Additionally, there are no planned changes in the operational organization, location, facilities, equipment, or procedures associated with the licenses, and there would be no changes in operating procedures, emergency procedures, or decommissioning financial 2

assurance. Because the licensees remain the same, there would be no physical transfer of any records concerning the safe and effective decommissioning of the facilities, public dose, and waste disposal, and such records will remain with GEHA and GNF-A. No physical or operational changes affecting the GEHA and GNF-A sites and licensed activities were proposed in the application.

The NRC staff reviewed the information provided by the applicants, as supplemented, regarding the proposed transaction, including organization charts, information about the parent companies, and the location of the parent and intermediate holding companies. The NRC staff determined that this information was sufficient for the conduct of its license transfer review, which is summarized below.

3.0 REGULATORY EVALUATION

The proposed transaction described in the application would constitute indirect transfer of control of licenses. Generally, for indirect transfer of control of licenses, the NRC must find that the transfers will not affect the technical and financial qualifications of the holders of the licenses. Section 184 of the Act and the regulations identified below are implicated by the proposed transaction.

3.1 Reactor Licenses The regulation at 10 CFR 50.2, Definitions, provides, among others, the definition for the following terms:

Decommission means to remove a facility or site safely from service and reduce residual radioactivity to a level that permits -

(1) release of the property for unrestricted use and termination of the license; or (2) release of the property under restricted conditions and termination of the license.

Electric utility means any entity that generates or distributes electricity and which recovers the cost of this electricity, either directly or indirectly, through rates established by the entity itself or by a separate regulatory authority.

The regulation at 10 CFR 50.80(a) states, in part, that:

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

In addition, the regulations at 10 CFR 50.80(b) and (c) apply. The regulation at 10 CFR 50.80(b) states that an application for a license transfer shall include as much information described in 10 CFR 50.33, Contents of applications; general information, and 10 CFR 50.34, Contents of applications; technical information, with respect to the identity and technical and financial qualifications of the proposed transferee as would be required by those sections if the application were for an initial license.

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The regulation at 10 CFR 50.80(c) states, in part, that:

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

The regulations at 10 CFR 50.33(a) through (d) require that applicants provide information, including the name of the applicant, address of the applicant, description of the corporate structure of the applicant, citizenship of the applicant, and foreign ownership, control, or domination (FOCD) of the applicant, as applicable.

The regulation at 10 CFR 50.33(f) states, in part, that:

Except for an electric utility applicant for a license to operate a utilization facility of the type described in [10 CFR] 50.21(b) or [10 CFR] 50.22, [each application shall state] information sufficient to demonstrate to the Commission the financial qualification of the applicant to carry out, in accordance with regulations in this chapter, the activities for which the permit or license is sought.

The regulation at 10 CFR 50.33(f)(2) states, in part, that:

[T]he applicant shall 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.

The regulation at 10 CFR 50.33(k)(1) requires that applicants provide the information described in 10 CFR 50.75, Reporting and recordkeeping for decommissioning planning, indicating how reasonable assurance will be provided that funds will be available to decommission the facility.

Specifically, 10 CFR 50.75(d) states that for non-power reactor applicants, the information must include a cost estimate for decommissioning, the method to be used to provide funds for decommissioning, and the means of adjusting the cost estimate and associated funding level periodically. The regulation at 10 CFR 50.75(e) provides the methods acceptable to the NRC for covering the decommissioning cost estimate.

The regulation at 10 CFR 50.34(b)(6) requires applicants to provide certain information on facility operation, including:

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

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

The regulation at 10 CFR 50.34(b)(7) requires applicants to provide:

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

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In addressing FOCD issues, section 104d of the Act provides, in relevant part, that no license may be issued to:

[A]ny corporation or other entity if the Commission knows or has reason to believe it is owned, controlled, or dominated by an alien, a foreign corporation, or a foreign government.

The regulation at 10 CFR 50.38, Ineligibility of certain applicants, implements the FOCD provisions of the Act. The NRC staff evaluates license transfer applications in a manner that is consistent with the guidance provided in the Final Standard Review Plan on Foreign Ownership, Control, or Domination (64 FR 52355; September 28, 1999) to determine whether the applicant will be owned, controlled, or dominated by an alien, a foreign corporation, or a foreign government.

The NRC staff also reviews information that relates to the Price-Anderson insurance and indemnity requirements under Section 170 of the Act and 10 CFR Part 140, Financial Protection Requirements and Indemnity Agreements.

3.2 Special Nuclear Material Licenses The regulation at 10 CFR 70.36 states that:

(a) No license granted under the regulations in this part and no right to possess or utilize special nuclear material granted by any license issued pursuant to the regulations in this part shall be transferred, assigned or in any manner disposed of, either voluntarily or involuntarily, directly or indirectly, through transfer of control of any license to any person unless the Commission shall after securing full information, find that the transfer is in accordance with the provisions of the Act, and shall give its consent in writing.

(b) An application for transfer of license must include:

(1) The identity, technical and financial qualifications of the proposed transferee; and (2) Financial assurance for decommissioning information required by [10 CFR]

70.25.

The regulation at 10 CFR 70.22, Contents of applications, states, in part, that each application for a license shall contain:

(1) If the applicant is a corporation or other entity, the State where it was incorporated or organized, the location of the principal office, the names, addresses, and citizenship of its principal officers, and information known to the applicant concerning the control or ownership, if any, exercised over the applicant by any alien, foreign corporation, or foreign government; (6) The technical qualifications, including training and experience of the applicant and members of his staff to engage in the proposed activities.

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(7) A description of equipment and facilities which will be used by the applicant to protect health and minimize danger to life or property.

(8) Proposed procedures to protect health and minimize danger to life or property.

The regulation at 10 CFR 70.23, Requirements for the approval of applications, states, in part, that an application for a license will be approved if the Commission determines that:

(5) Where the nature of the proposed activities is such as to require consideration by the Commission, that the applicant appears to be financially qualified to engage in the proposed activities in accordance with the regulations in [10 CFR Part 70, Domestic Licensing of Special Nuclear Material.]

The regulation at 10 CFR 70.25, Financial assurance and recordkeeping for decommissioning, states, in part, that:

(g) Each person licensed under [10 CFR Part 70] shall keep records of information important to the decommissioning of a facility in an identified location until the site is released for unrestricted use. If records important to the decommissioning of a facility are kept for other purposes, reference to these records and their locations may be used.

The regulation at 10 CFR 70.51 states, in part, that if licensed activities are transferred or assigned, the following records shall be transferred to the new licensee and the new licensee will be responsible for maintaining these records until the license is terminated:

(1) Records of disposal of licensed material made under 10 CFR 20.2002 (including burials authorized before January 28, 19811), 20.2003, 20.2004, 20.2005; (2) Records required by 10 CFR 20.2103(b)(4); and (3) Records required by [10 CFR] 70.25(g).

3.3 Independent Spent Fuel Storage Installation Licenses The regulations at 10 CFR 72.50 states, in part:

(a) No license or any part included in a license issued under [10 CFR Part 72, Licensing Requirements for the Independent Storage of Spent Nuclear Fuel, High-Level Radioactive Waste, and Reactor-Related Greater than Class C Waste] for an ISFSI shall be transferred, assigned, or in any manner disposed of, either voluntarily or involuntarily, directly or indirectly, through transfer of control of the license to any person, unless the Commission gives its consent in writing.

(b)(1) An application for transfer of a license must include as much of the information described in [10 CFR] 72.22 and 72.28 with respect to the identity and the technical and financial qualifications of the proposed transferee as would be required by those sections if the application were for an initial license. The application must also include a statement of the purposes for which the transfer 6

of the license is requested and the nature of the transaction necessitating or making desirable the transfer of the license.

(3) The application shall describe the financial assurance that will be provided for the decommissioning of the facility under [10 CFR] 72.30.

(c) After appropriate notice to interested persons, including the existing licensee, and observance of such procedures as may be required by the Act or regulations or orders of the Commission, the Commission will approve an application for the transfer of a license, if the Commission determines that:

(1) The proposed transferee is qualified to be the holder of the license; and (2) Transfer of the license is consistent with applicable provisions of the law, and the regulations and orders issued by the Commission.

3.4 Export Licenses The regulation at 10 CFR 110.50(d) states, in part:

A specific license may be transferred, disposed of or assigned to another person only with the approval of the Commission.

4.0 EVALUATION FOR REACTOR AND ISFSI LICENSES 4.1 Financial Qualifications The EVESR, VBWR, and GETR are permanently shut down, non-power reactors and the Morris Operation is an ISFSI. As such, all of the licensed activities at these sites involve the possession of radioactive material in connection with maintaining the safe condition of the sites along with the radiological decommissioning of the sites, operational responsibilities associated with spent fuel management, and, finally, license termination. Therefore, the NRC staffs evaluation of financial qualifications for these licenses is limited to the issues of radiological decommissioning and spent fuel management. The NTR is a non-power reactor that is currently licensed, pursuant to Section 104c of the Act, for possession, use, and operation; therefore, it is subject to the financial qualifications requirements in 10 CFR 50.33 for an operating license.

The NRC staff notes that by letter dated October 6, 2023 (ML23279A110), GEHA committed to permanently cease operation of the NTR on or before December 31, 2023, and requested amendments to the NTR license to reflect this permanent cessation of operations, which request is currently under NRC staff review.

According to the application, GEHA and GNF-A currently are, and after the proposed 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. Therefore, with respect to the financial qualifications for the EVESR, VBWR, GETR, and Morris Operation ISFSI, GEHA will continue to maintain the existing method of decommissioning funding assurance and will be 7

responsible for funding all the expenses associated with radiological decommissioning of the licensed facilities and operational costs for spent fuel management for each site. The NRC staff reviewed the application and found that the proposed transaction does not have an impact on the financial qualifications of GEHA to conduct radiological decommissioning and spent fuel management at these facilities.

With respect to the financial qualifications for the NTR, 10 CFR 50.33(f)(2) requires the submission of information that demonstrates that the licensee possesses or has reasonable assurance of obtaining the funds necessary to cover estimated operation costs for the period of the license through the submission of estimates of total annual operating costs for each of the subsequent five years of operation and the indication of the sources of funds to cover these costs. Exhibit F of the application provides a balance sheet and five-year pro forma income statement for GEHAs estimated operating costs and sources of funds. This statement demonstrates funds to cover operating costs. The application also provides that GE has historically provided financial support to GEHA to ensure that it meets the financial obligations necessary for NRC compliance and that this is expected to continue after the proposed transaction under GE Vernova Corp. Taken together, along with the fact that GEHA has committed to permanently cease operations at the NTR on or before December 31, 2023, at which time financial qualifications will become decommissioning costs covered by the existing decommissioning funding mechanism discussed below, the application satisfies the NRCs regulations by demonstrating that GEHA has reasonable assurance of obtaining the funds necessary to cover estimated operation costs for the period of the NTR license. Therefore, the NRC staff finds GEHA financially qualified to continue operation of the NTR until permanent cessation of operations of the facility and to subsequently conduct radiological decommissioning and spent fuel management activities.

In consideration of the foregoing, the NRC staff finds that the proposed transaction, as described in the application, would not adversely impact the financial qualifications of GEHA and GNF-A. Therefore, the NRC staff concludes that the proposed indirect license transfers satisfy 10 CFR 50.80 and 10 CFR 72.50 with respect to financial qualifications for the NTR, EVESR, VBWR, GETR, and Morris Operation ISFSI.

4.2 Decommissioning Funding Following the proposed transaction, GEHA and GNF-A will continue as GE Vernova Corp.

subsidiaries. According to the application, the existing surety bonds maintained to satisfy the NRCs decommissioning financial assurance requirements for the NTR, EVESR, VBWR, GETR, and Morris Operation ISFSI will be retained by GEHA. Because the responsibilities for the facilities, including decommissioning liability, will remain with GEHA, but with a different, indirect owner, and because the proposed transaction would not result in changes to GEHAs method of providing financial assurance for radiological decommissioning and spent fuel management (i.e., surety bonds), the proposed transaction will not impact GEHAs provision of reasonable assurance that funds will be available for the decommissioning process. Therefore, the NRC staff concludes that the proposed indirect license transfers satisfy 10 CFR 50.80 and 10 CFR 72.50 with respect to decommissioning funding for the NTR, EVESR, VBWR, GETR, and Morris Operation ISFSI.

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4.3 Technical Qualifications The NRC staff technical qualifications review for license transfers examines the management and technical support organization for the acceptability of any changes to the technical organization or personnel qualifications proposed as a result of the license transfers. The objective of this review is to ensure that the corporate management is involved with, informed of, and dedicated to the safe design, construction, testing, and operation of the facility. The review will ensure that sufficient technical resources have been, are being, and will continue to be provided to adequately accomplish these objectives. The NRC staff technical qualifications review for license transfers also examines the operating organization, focusing on evaluating changes to the operating organization proposed as a result of the license transfers and ensuring that the proposed changes will result in an organization that will continue to be acceptable.

The application provides that for the NTR, EVESR, VBWR, and GETR, the proposed transaction will not 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. For the Morris Operation ISFSI, 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 identified in the existing license as responsible for the use of licensed materials.

Therefore, the transaction will not impact the technical qualifications of GEHA.

The NRC staff reviewed the application and determined that the proposed transaction would not have any impact on the management, technical support, and operating organizations for the NTR, EVESR, VBWR, GETR, and Morris Operation ISFSI affecting the technical qualifications of GEHA. Therefore, the NRC staff concludes that the proposed indirect license transfers satisfy 10 CFR 50.80 and 10 CFR 72.50 with respect to technical qualifications.

4.4 Antitrust Review No antitrust review is required or authorized for the license transfers under consideration in this safety evaluation.

4.5 Foreign Ownership, Control, or Domination According to the application, the proposed transaction will not result in the NTR, EVESR, VBWR, GETR, and Morris Operation ISFSI licenses or GEHA or GNF-A becoming owned, controlled, or dominated by an alien, a foreign corporation, or a foreign government. The application provides that GE Vernova LLC is a limited liability company formed under the laws of the State of Delaware. GE, a publicly traded corporation, is the sole member of GE Vernova LLC. All principal officers and managers of GE (and, therefore, of GE Vernova LLC) are U.S.

citizens. At the completion of the proposed transaction, GE Vernova Corp. will be a corporation under the laws of the State of Delaware and will be publicly traded 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 publicly identified but the application provides that a majority of these will be U.S. Citizens.

The NRC staff conducted an independent analysis, including open-source research and verification of the information provided in the application related to ownership of all relevant parties in the proposed transaction, and found no evidence of FOCD. Based on this analysis, the NRC staff concludes that it does not know or have reason to believe that any of the licenses 9

or parties related to the proposed transaction are, or will be, owned, controlled, or dominated by an alien, a foreign corporation, or a foreign government.

4.6 Nuclear Insurance and Indemnity Upon review of the requirements of the Price-Anderson Act (Section 170 of the Act) and the NRCs implementing regulations at 10 CFR Part 140, the NRC staff finds that the current indemnity agreements do not need to be modified to reflect the proposed indirect license transfers since there would be no change to the named license holder. Additionally, the financial protection currently provided in the form of liability insurance would continue to remain in effect unchanged. The licensee remains required to have, maintain, and report the appropriate amount of insurance in accordance with 10 CFR 140.11 and 10 CFR 140.21.

4.7 Summary of Evaluation for Reactor and ISFSI Licenses Based on its review of the information in the application, as supplemented, and its independent analysis, the NRC staff finds that the indirect transfer of control of the NTR, EVESR, VBWR, GETR, and Morris Operation ISFSI licenses resulting from the proposed transaction will not affect the qualifications of GEHA to hold these licenses. GEHA will continue to be financially qualified and technically qualified to carry out, in accordance with the NRCs regulations, the activities authorized by the licenses; GEHA will continue to provide reasonable assurance that funds will be available to decommission the facilities in accordance with the NRCs requirements; GEHA will continue to meet the applicable nuclear insurance and indemnity requirements; and GEHA will continue to have no issues with respect to antitrust and FOCD.

Accordingly, the NRC staff concludes that GEHA will continue to be qualified to be the holder of the NTR, EVESR, VBWR, GETR, and Morris Operation ISFSI licenses and that the indirect transfer of control of the licenses are otherwise consistent with the applicable provisions of law, regulations, and orders issued by the Commission pursuant thereto.

5.0 EVALUATION FOR SPECIAL NUCLEAR MATERIAL LICENSES 5.1 Special Nuclear Material License for the Wilmington Fuel Fabrication Facility 5.1.1 Introduction The applicants requested NRC consent to the indirect transfer of control of Special Nuclear Material License No. SNM-1097, which authorizes GNF-A to possess and use SNM at the Wilmington Fuel Fabrication Facility. The NRC staff reviewed this request for consent to the indirect transfer of control of a 10 CFR Part 70 license using the guidance in NUREG-1556, Volume 15, Revision 1, Consolidated Guidance About Materials Licenses - Guidance About Changes of Control and About Bankruptcy Involving Byproduct, Source, or Special Nuclear Materials Licenses, dated June 2016 (ML16181A003).

5.1.2 Safety and Security The commitments made by the applicants are that GNF-A for its SNM-1097 license:

A. will not change the organizations name listed in the NRC license or relevant contact information; B. is not anticipated to change personnel or duties relating to the licensed program; 10

C. is not anticipated to change the location of licensed activities, equipment, or procedures authorized in the NRC license; and D. is current on the status of facilities, equipment, and radiation safety programs and will continue to maintain records relevant to licensed activities.

Additionally, Appendix B, Section B-2.1.3, Technical Qualifications, of the application states that:

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.

Based on the information provided in the application, the NRC staff determined that there will be no substantial changes to the management, technical support, and operating organizations affecting the technical qualifications of GNF-A and its licensed facility under the proposed transaction. Therefore, the staff finds that GNF-A is technically qualified to perform the activities at the Wilmington Fuel Fabrication Facility in accordance with its SNM-1097 license and the NRCs regulations.

5.1.2 Regulatory Framework The SNM-1097 license was issued to GNF-A pursuant to 10 CFR Part 70. The Commission is required, pursuant to 10 CFR 70.36, to determine if a proposed change of control of a license is in accordance with the provisions of the Act and to give its consent in writing.

5.1.3 Description of Transaction The proposed transaction is described in the application and is summarized above. After completion of the proposed transaction, GNF-A would continue as the licensee and would remain in control of all licensed activities under the SNM-1097 license. The NRC staff reviewed the application and finds that the request for consent adequately provides a complete and clear description of the proposed transaction and is consistent with the guidance provided in Appendix E of NUREG-1556, Volume 15, Revision 1.

5.1.4 Transferees Commitment to Abide by the Transferors Commitments In Appendix B, Section B-2.8, Transferees Commitment to Abide by All Constraints, Conditions, Requirements, and Commitments, of the application, the applicants stated that after the proposed transaction, GE Vernova Corp., as well as GEHA and GNF-A (the current and continuing license holders), will continue to abide by all constraints, conditions, requirements, representations, and commitments of their licenses. The applicants also acknowledged and confirmed that they will continue to abide by all commitments made to the NRC. Exhibits H and I of the application provide letters from GEHA and GNF-A, respectively, confirming this commitment. The NRC staff finds these written commitments acceptable.

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5.1.5 Financial Qualifications In the application, the applicants stated that GNF-A is currently, and will continue to be, financially qualified to carry out licensed activities. The NRC staff reviewed the information provided by the applicants in Exhibit G to the application, which includes anticipated operating costs and sources of funds to cover those costs (i.e., balance sheet and five-year pro forma income statement). Based on the review of this information, the NRC staff finds that GNF-A is financially qualified to carry out the activities associated with the SNM-1097 license.

5.1.6 Decommissioning Funding and Decommissioning Funding Records In Appendix B, Section B-2.5, Decommissioning Funding, of the application, the applicants stated that the proposed transaction would not affect GNF-As compliance with the NRCs requirements for decommissioning financial assurance. The application states that GNF-A will remain responsible for decommissioning the Wilmington facility and will continue to satisfy that obligation through surety bonds. Furthermore, the applicants stated that any future material changes to the financial surety instruments would be done in accordance with the NRCs requirements. In Appendix B, Section B-2.6, Decommissioning Funding Records, of the application, the applicants stated that the proposed transaction is not expected to impact any decommissioning records or involve the physical relocation of any decommissioning records and that all decommissioning records will remain with GNF-A.

The NRC staff notes that the most recently approved decommissioning cost estimate for the SNM-1097 license is currently covered by fully funded payment surety bonds (ML23104A417),

which the staff determined to be adequate. Accordingly, and based on the application, the NRC staff finds that the licensees decommissioning funding and decommissioning funding records are in accordance with the requirements of 10 CFR 70.25. and 10 CFR 70.51.

5.2 Special Nuclear Material Licenses for the Vallecitos Nuclear Center 5.2.1 Introduction The applicants requested NRC consent to the indirect transfer of control of Special Nuclear Material License No. SNM-960, which authorizes GEHA to possess and use SNM at the VNC, and No. SNM-1270, which authorizes GEHA to transport SNM from and to the VNC. The NRC staff reviewed the request for consent to the indirect transfer of control of 10 CFR Part 70 licenses using the guidance in NUREG-1556, Volume 15, Revision 1.

5.2.2 Safety and Security The commitments made by the applicants are that GEHA for its SNM-960 and SNM-1270 licenses:

A. will not change the organizations name listed in the NRC licenses or relevant contact information; B. is not anticipated to change personnel or duties relating to the licensed program; C. is not anticipated to change the location of licensed activities, equipment, or procedures authorized in the NRC license; and D. is current on the status of facilities, equipment, and radiation safety programs and will continue to maintain records relevant to licensed activities.

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Additionally, Appendix B, Section B-3.1.3, Technical Qualifications, of the application states that:

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.

Based on the information provided in the application, the NRC staff determined that there will be no substantial changes to the management, technical support, and operating organizations affecting the technical qualifications of GEHA and its licensed facility under the proposed transaction. Therefore, the staff finds that GEHA is technically qualified to perform the activities at the VNC in accordance with its SNM-960 and SNM-1270 licenses and the NRCs regulations.

5.2.3 Regulatory Framework The SNM-960 and SNM-1270 licenses were issued to GEHA pursuant to 10 CFR Part 70. The Commission is required, pursuant to 10 CFR 70.36, to determine if a proposed change of control of licenses is in accordance with the provisions of the Act and to give its consent in writing.

5.2.4 Description of Transaction The proposed transaction is described in the application and is summarized above. After completion of the proposed transaction, GEHA would continue to be the licensee and would remain in control of all licensed activities under the SNM-960 and SNM-1270 licenses. The NRC staff reviewed the application and finds that the request for consent adequately provides a complete and clear description of the proposed transaction and is consistent with the guidance provided in Appendix E of NUREG-1556, Volume 15, Revision 1.

5.2.5 Transferees Commitment to Abide by the Transferors Commitments In Appendix B, Section B-3.8, Transferees Commitment to Abide by All Constraints, Conditions, Requirements, and Commitments, of the application, the applicants stated that after the proposed transaction, GE Vernova Corp., as well as GEHA, and GNF-A (the current and continuing license holders), will continue to abide by all constraints, conditions, requirements, representations, and commitments of their licenses. The applicants also acknowledged and confirmed that they will continue to abide by all commitments made to the NRC. Exhibits H and I of the application provide letters from GEHA and GNF-A, respectively, confirming this commitment. The NRC staff finds these written commitments acceptable.

5.2.6 Financial Qualifications The applicants stated that GEHA is currently, and will continue to be, financially qualified to carry out licensed activities. The NRC staff reviewed the information provided by the applicants in Exhibit F to the application, which includes anticipated operating costs and sources of funds to cover those costs (i.e., balance sheet and five-year pro forma income statement). The NRC staffs review regarding the GEHA financial qualifications is provided above in Section 4.1, Financial Qualifications, of this safety evaluation. Based on its review, the NRC staff finds that 13

GEHA is financially qualified to carry out the activities associated with the SNM-960 and SNM-1270 licenses.

5.2.7 Decommissioning Funding In Appendix B, Section B-3.5, Decommissioning Funding, of the application, the applicants stated that the proposed transaction will not affect GEHAs compliance with the NRCs requirements for decommissioning financial assurance. The application states that GEHA will remain responsible for decommissioning the VNC and will continue to satisfy that obligation through surety bonds. Furthermore, the applicants stated that any future material changes to the financial surety instruments would be done in accordance with NRCs requirements. In Appendix B, Section B-3.6, Decommissioning Funding Records, of the application, the applicants stated that the proposed transaction is not expected to impact any decommissioning records or involve the physical relocation of any decommissioning records and that all decommissioning records will remain with GEHA.

The NRC staff notes that the most recently approved decommissioning cost estimate for GEHAs licenses is currently covered by fully funded payment surety bonds (ML23104A417),

which the staff determined to be adequate. Accordingly, and based on the application, the NRC staff finds that the licensees decommissioning funding and decommissioning funding records are in accordance with the requirements 10 CFR 70.25 and 10 CFR 70.51.

5.3 Special Nuclear Material License for the Morris Operation ISFSI 5.3.1 Introduction In their application, the applicants requested NRC consent to the indirect transfer of control of Special Nuclear Material License No. SNM-2500, which authorizes GEHA to possess and use SNM at the Morris Operation ISFSI. The statement of the purpose for the indirect transfer of control of licenses, as required by 10 CFR 72.50(b)(1), is described in Section B-1.1, Statement of Purpose of the Transfer, of the application. The NRC staff reviewed this request for consent to the indirect transfer of control of a 10 CFR Part 70 license using the guidance in NUREG-1556, Volume 15, Revision 1.

5.3.2 Financial Qualifications The applicants stated that GEHA is currently, and will continue to be, financially qualified to carry out licensed activities. The NRC staff reviewed the information provided by the applicants in Exhibit F to the application, which includes anticipated operating costs and sources of funds to cover those costs (i.e., balance sheet and five-year pro forma income statement). The NRC staffs review regarding the GEHA financial qualifications is provided above in Section 4.1 of this safety evaluation. Based on its review, the NRC staff finds that GEHA is financially qualified to carry out the activities associated with the SNM-2500 license.

5.3.3 Decommissioning Funding The applicants stated that the proposed transaction would not affect GEHAs compliance with the NRCs requirements for decommissioning financial assurance. The application states that GEHA will remain responsible for decommissioning and will continue to satisfy that obligation through surety bonds. Furthermore, the applicants stated that any future material changes to the financial surety instruments would be done in accordance with the NRCs requirements. The 14

NRC staffs review regarding the GEHA decommissioning funding is provided above in Section 4.2, Decommissioning Funding, of this safety evaluation. Based on its review, the NRC staff finds that the GEHA decommissioning funding is in accordance with the requirements of 10 CFR 72.30.

5.3.4 Technical Qualifications In their application, the applicants stated that the proposed transaction will not impact the technical qualifications of GEHA.

Appendix B, Section B-1.2, Technical Qualifications, of the application states, in part, that:

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 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.

Based on the information provided in the application, and as discussed in Section 4.3, Technical Qualifications, of this safety evaluation, the NRC staff determined that the proposed transaction would not have any impact on the management, technical support, and operating organizations for the Morris Operation ISFSI affecting the technical qualifications of GEHA.

Therefore, the NRC staff finds that GEHA is technically qualified to perform the activities authorized by the SNM-2500 license.

5.3.4 Insurance and Indemnity After the proposed transaction, the insurance and indemnity requirements would remain satisfied with respect to the SNM-2500 license as discussed above in Section 4.6, Nuclear Insurance and Indemnity, of this safety evaluation.

5.4 NRC Staff Conclusion

Regarding the Transfers of the Special Nuclear Material Licenses The NRC staff reviewed the application in accordance with the requirements in 10 CFR Part 70, 10 CFR Part 72, and Section 184 of the Act, and based on this review, finds that the proposed indirect change in control is in accordance with the Act. The NRC staff finds that, after the indirect change of control, GNF-A and GEHA will remain qualified to possess and use SNM for the purposes requested, and will continue to have the equipment, facilities, and procedures needed to protect public health and safety, and promote the security of the licensed material.

The NRC staff reviewed the request for consent to the proposed indirect change of control of License Nos. SNM-960, SNM-1097, SNM-1270, and SNM-2500 and approves the request pursuant to the requirements in 10 CFR 70.36 and 10 CFR 72.50.

The NRC staff finds that the information submitted by the applicants sufficiently describes and documents the proposed transaction and the commitments made by the applicants; documents the understanding of the license and commitments; demonstrates that personnel have the experience and training to properly implement and maintain the license and that they will maintain the existing records; and, in the future, will abide by all existing commitments to the license, consistent with the guidance in NUREG-1556, Volume 15, Revision 1. Therefore, the NRC staff concludes that the proposed indirect change of control would not alter the previous findings, made under 10 CFR Part 70 and 10 CFR Part 72, that licensed operations will not be 15

inimical to the common defense and security and will not constitute an unreasonable risk to the health and safety of the public.

6.0 EVALUATION FOR EXPORT LICENSES The applicants requested that, pursuant to 10 CFR 110.50(d), the NRC consent to the indirect transfer of control of Export License Nos. XR132 and XCOM1124 held by GEHA and Export License Nos. XSNM1662, XSNM3066, XSNM03135, XSNM3398, and XSNM3785 held by GNF-A. The indirect transfer of control of these export licenses would result from the proposed transaction described above. The applicants also stated that, after the proposed transaction is completed, GEHA and GNF-A will continue to hold these licenses and will remain in control of all licensed activities under the licenses. Based on its review of this information, the NRC staff finds that the request for consent adequately provides a complete and clear description of the transaction.

The applicants further provided that:

• No changes will be made to the names of the licensed organizations or their relevant contact information as a result of the proposed transaction;

• No changes will be made to the personnel or duties relating to the licensed programs as a result of the proposed transaction;

• No changes will be made to the location of licensed activities, equipment, or procedures as a result of the proposed transaction; and

• GEHA and GNF-A will continue to abide by all current conditions, requirements, and commitments under the export licenses.

The NRC staff finds that, while the proposed transaction would result in indirect transfer of control of the export licenses held by GEHA and GNF-A, the proposed transaction would not change the current qualifications or operations of GEHA or GNF-A as the NRCs licensees for these export licenses. Further, the closing of the proposed transaction and the indirect upstream changes of control resulting therefrom are not expected to result in any changes in personnel responsible for conducting the authorized activities.

7.0 ENVIRONMENTAL CONSIDERATION

The application is for approval of transfers of licenses issued by the NRC. Accordingly, the action involved meets the eligibility criteria for categorical exclusion set forth in 10 CFR 51.22(c)(21). Pursuant to 10 CFR 51.22(b), no environmental impact statement or environmental assessment need be prepared in connection with the approval of the application.

8.0 CONCLUSION

Based on the considerations discussed above, the Commission has concluded that GE Vernova Corp. is qualified to indirectly hold the licenses, to the extent described in the application, as supplemented, and that the indirect transfer of control of the licenses are otherwise consistent with applicable provisions of law, regulations, and orders issued by the Commission pursuant thereto. The Commission has also concluded that: (1) there is 16

reasonable assurance that the health and safety of the public will not be endangered by operation in the proposed manner, (2) there is reasonable assurance that such activities will be conducted in compliance with the Commissions regulations, and (3) the transfers will not be inimical to the common defense and security or to the health and safety of the public.

Principal Contributors:

Shawn Harwell, Senior Financial Analyst, NMSS Kenneth Kline, Financial Analyst, NMSS Osiris Siurano-Pérez, Project Manager, NMSS 17