ML25167A268

Safety Evaluation for Direct License Transfer of the Palisades Nuclear Plant Unit 1 (Non-Proprietary)

ML25167A268
Person / Time
Site:	Palisades
Issue date:	07/24/2025
From:	Plant Licensing Branch III
To:	Holtec
Wall S
Shared Package
ML25167A245	List: ML25167A243 ML25167A268
References
EPID L-2023-LLM-0005
Download: ML25167A268 (39)

Text

OFFICIAL USE ONLY - PROPRIETARY INFORMATION OFFICIAL USE ONLY - PROPRIETARY INFORMATION SAFETY EVALUATION BY THE OFFICE OF NUCLEAR REACTOR REGULATION AND THE OFFICE OF NUCLEAR MATERIAL SAFETY AND SAFEGUARDS RELATED TO THE HOLTEC DECOMMISSIONING INTERNATIONAL, LLC, ON BEHALF OF HOLTEC PALISADES, LLC, AND PALISADES ENERGY, LLC, REQUEST FOR DIRECT TRANSFER OF CONTROL OF RENEWED FACILITY OPERATING LICENSE NO. DPR-20 AND THE GENERAL LICENSE FOR THE INDEPENDENT SPENT FUEL STORAGE INSTALLATION PALISADES NUCLEAR PLANT DOCKET NOS. 50-255 AND 72-007 This document contains proprietary information pursuant to Title 10 of the Code of Federal Regulations Section 2.390. Proprietary information is identified by text enclosed within bold double brackets as shown here (( )).

1.0 INTRODUCTION

By application dated December 6, 2023 (Agencywide Documents Access and Management System (ADAMS) Accession No. ML23340A161), as supplemented by letters dated May 23, November 19 (two supplements), December 13, December 19, 2024; and July 16, 2025 (ML24144A106, ML24324A207, ML24324A200, ML24348A160, ML24354A183, and ML25197A526, respectively), Holtec Decommissioning International, LLC (HDI), on behalf of itself, Holtec Palisades, LLC (Holtec Palisades), and Palisades Energy, LLC (OPCO)

(collectively, the Applicants) requested, 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) Sections 50.80, Transfer of licenses, and 72.50, Transfer of license, that the U.S. Nuclear Regulatory Commission (NRC, the Commission) consent to the direct transfer of operating authority under Renewed Facility Operating License (RFOL) No. DPR-20 for the Palisades Nuclear Plant (Palisades, PNP) and the general license for the Palisades Independent Spent Fuel Storage Installation (ISFSI) (collectively, the Licenses), from HDI to OPCO.

Specifically, the Application requests that the NRC consent to the direct transfer of the license from HDI to OPCO as part of the regulatory approvals necessary to reauthorize power operations at PNP. The application states in part that OPCO is an indirect, wholly owned subsidiary of Holtec International (Holtec), formed, staffed, and resourced by Holtec specifically for power operations of Palisades. In addition, Holtec Palisades will remain the licensed owner, the beneficiary of the PNP decommissioning trust fund (DTF) established under

OFFICIAL USE ONLY - PROPRIETARY INFORMATION OFFICIAL USE ONLY - PROPRIETARY INFORMATION 10 CFR 50.75, Reporting and recordkeeping for decommissioning planning, and the party to the Standard Contract for Disposal of Spent Nuclear Fuel.

Pursuant to 10 CFR 50.90, Application for amendment of license, construction permit, or early site permit, and 10 CFR 72.56, Application for amendment of license, the Applicants request that the NRC approve conforming administrative amendments to the PNP RFOL to reflect the proposed transfer of operational authority from HDI to OPCO by replacing HDI with Palisades Energy in the license for PNP, Unit 1.

By letter dated May 23, 2024 (ML24144A106), the Applicants submitted the Palisades Energy, LLC Quality Assurance Program Manual (QAPM), Revision 0, (hereafter referred to as Palisades Energy QAPM) to the NRC for review and approval. The proposed Palisades Energy QAPM was submitted to support the NRC staffs review of OPCOs technical qualifications to conduct licensed activities under the reinstated power operations licensing basis.

The NRC staff issued a request for additional information (RAI) by letter dated October 21, 2024 (ML24295A362). The Applicants submitted its response by letter dated November 19, 2024 (ML24324A207), in which the Applicants included RAI responses and a revision to the Palisades Energy QAPM, Revision 0. A subsequent revision to the Palisades Energy QAPM, Revision 0, was submitted by letter on December 13, 2024 (ML24348A160).

The NRC published a notice in the Federal Register on August 7, 2024 (89 FR 64493).

Additional supplemental information in letters dated November 19 (two supplements),

December 13, December 19, 2024, and July 16, 2025, did not expand the scope of the application as originally noticed. The supplements clarified the application, updated the organizational structure and financial information, documented evidence of commitments and provided responses to NRC staff RAIs dated October 21, 2024 (ML24295A362).

2.0 BACKGROUND

Palisades is located in Covert, Michigan, in Van Buren County, on the eastern shore of Lake Michigan. Palisades is a pressurized-water reactor with a thermal rating of 2,565 megawatts.

Commercial operations of Palisades began on December 31, 1971. Palisades ceased power operations on May 20, 2022. Therefore, the Palisades RFOL does not currently authorize power operations and placement of fuel in the reactor.

2.1 Background Related to Holtecs Requests to Reauthorize Power Operations at Palisades By letter dated January 4, 2017 (ML17004A062), pursuant to 10 CFR 50.82(a)(1)(i), Entergy Nuclear Operations, Inc. (Entergy), the previous licensee for PNP, certified to the NRC that it decided to permanently cease power operations at the PNP by October 1, 2018. By letters dated September 28, 2017 (ML17271A233), and October 19, 2017 (ML17292A032), Entergy certified to the NRC that it planned to permanently cease power operations at PNP no later than May 31, 2022. By application dated December 23, 2020 (ML20358A075), as supplemented, Entergy on behalf of itself, Entergy Nuclear Palisades, LLC; Holtec International; and HDI submitted a license transfer application to transfer the PNP license from Entergy to Holtec. By letter dated December 13, 2021 (ML21292A145), the NRC issued an order consenting to the license transfer.

OFFICIAL USE ONLY - PROPRIETARY INFORMATION OFFICIAL USE ONLY - PROPRIETARY INFORMATION On May 20, 2022, PNP permanently ceased power operations. Pursuant to 10 CFR 50.82(a)(1)(ii), by letter dated June 13, 2022 (ML22164A067), Entergy certified to the NRC that all fuel had been permanently removed from the PNP reactor vessel and placed in the spent fuel pool (SFP) on June 10, 2022. These certifications were docketed by the NRC. Upon docketing the 10 CFR 50.82(a)(1) certifications, 10 CFR 50.82(a)(2) no longer authorizes operation of the PNP reactor, or emplacement or retention of fuel into the PNP reactor vessel.

Shortly after PNP transitioned to a permanently shutdown and defueled facility in accordance with 10 CFR 50.82(a)(2), Holtec Palisades, LLC assumed ownership of PNP, and HDI became the licensed operator for decommissioning PNP (ML22173A173) and began the decommissioning process.

In early 2023, HDI engaged with the NRC staff regarding the potential restart of reactor operation at PNP. By letter dated March 13, 2023 (ML23072A404), HDI submitted its proposed regulatory path to resume power operations at PNP through a series of licensing and regulatory actions to restore the plant's licensing basis to the one in effect just prior to permanent shut down.

Specifically, from September 2023 to May 2024, the NRC received the following licensing and regulatory requests related to the potential restart of Palisades:

A September 28, 2023, request for an exemption from the 10 CFR 50.82(a)(2) restriction that prohibits reactor power operations and retention of fuel in the reactor vessel by allowing for a one-time rescission of the docketed 10 CFR 50.82(a)(1) certifications. (ML23271A140) (Exemption Request).

A December 6, 2023, license transfer application, seeking NRC consent to, and a conforming amendment for, a transfer of operating authority from HDI to Palisades Energy, LLC under Renewed Facility Operating License No. DPR-20 for Palisades and the general license for the Palisades Independent Spent Fuel Storage Installation (ISFSI) (ML23340A161) (LTA).

A December 14, 2023, license amendment request in support of resuming power operations that largely seeks to undo the changes made by the previously issued permanently defueled technical specifications amendment with some proposed differences from the previous operating reactor technical specifications (ML23348A148)

(Power Operations TS Amendment).

A February 9, 2024, license amendment request in support of resuming power operations that largely seeks to undo the changes made by the previously issued defueled administrative controls amendment with some proposed differences from the previous operating reactor technical specifications (ML24040A089) (Administrative Controls Amendment).

A May 1, 2024, license amendment request (Emergency Plan Amendment) to revise the Palisades site emergency plan to support resuming power operations (ML24122C666).

A May 24, 2024, license amendment request to revise the Palisades main steam line break analysis to support the Palisades restart project. (ML24145A145) (MSLB Amendment).

OFFICIAL USE ONLY - PROPRIETARY INFORMATION OFFICIAL USE ONLY - PROPRIETARY INFORMATION While the LTA is a necessary part of Holtecs regulatory approach to support restoration of the PNP power operations licensing basis, the NRCs approval of this transfer is not sufficient to authorize operation of the reactor, or emplacement or retention of fuel into the reactor vessel.

NRC approval of all of the licensing and regulatory requests listed above is necessary to restore the PNP power operations licensing basis and reauthorize power operations at PNP. As discussed in Section 3.4 below, the other licensing and regulatory actions described above were reviewed separately by the NRC staff and are being issued concurrently with this transfer.

In February 2025, Holtec submitted two additional license amendment requests that Holtec states are necessary for the resumption of power operations at PNP. These amendments would revise technical specifications to support repairing of steam generator tubes by sleeving and revise PNPs licensing basis to incorporate a leak-before-break methodology (ML25043A348 and ML25035A216, respectively). In June 2025, Holtec submitted an amendment to revise the schedule in their license condition for full implementation of the NFPA-805 modifications (ML25175A275). These amendments are still currently under NRC review.

2.2 December 6, 2023, Application for Order Consenting to Transfer of Control of Palisades License and Approving Conforming License Amendments On December 6, 2023, the Applicants submitted the previously cited request that the NRC consent to the transfer of operating authority under RFOL No. DPR-20 for Palisades and the general license for the Palisades ISFSI, from HDI to OPCO. The request, or LTA, explained that the transition of operational authority from HDI to OPCO was conditioned on HDIs receipt of NRC approvals necessary to resume full-power operations. As a result of ENOIs June 13, 2022, submission of the certifications of permanent shutdown and defueling under 10 CFR 50.82(a)(1) and enactment of licensing changes reflecting a permanently defueled reactor, the PNP RFOL does not currently authorize power operations or placement of fuel in the reactor.

The LTA explained that Holtec Palisades will remain the licensed owner of both the Palisades licensed facility and its DTF. Holtec Palisades will continue to hold title to the spent nuclear fuel at Palisades and will maintain the U.S. Department of Energy (DOE) Standard Contract, No.

DE-CR01-83NE44373, dated as of June 3, 1983, as agreed upon by the previous owners with the DOE, to govern the disposal of the spent nuclear fuel generated at Palisades. As indicated by the licensees, Holtec Palisades has entered into a life-of-plant power purchase agreement with two power co-operatives to sell all Palisades-generated energy and capacity under a long-term, fixed price arrangement that will remain in place for the full term of the license.

At the time of application, Holtec was also in the process of pursuing and securing funding by means of a loan guarantee from DOE under Title XVII of the Energy Policy Act of 2005. The Michigan State legislature also appropriated funds to support the restart of Palisades, which Holtec expects to be administered via a grant program overseen by the Michigan Department of Labor and Economic Opportunity. On March 27, 2024, the DOE Loan Programs Office (LPO) announced a conditional commitment of up to $1.52 billion for a loan guarantee to Holtec Palisades to finance the restoration and resumption of service of Palisades. Accordingly, HDI indicated in an April 9, 2024 (ML24100A689), letter to the NRC that it was redirecting most of its resources for Palisades, and will be adding substantial additional resources, to support restart of Palisades as an operating, licensed power plant. On September 30, 2024, the DOE LPO announced the closing of the $1.52 billion loan guarantee to Holtec Palisades to help finance the restoration and resumption of power generation service at PNP.

OFFICIAL USE ONLY - PROPRIETARY INFORMATION OFFICIAL USE ONLY - PROPRIETARY INFORMATION

3.0 REGULATORY EVALUATION

As described in the LTA, the proposed transaction would transfer operating authority for RFOL No. DPR-20 for Palisades and the general license for the Palisades ISFSI, from HDI to OPCO.

This direct transfer of operating authority to conduct licensed activities at Palisades requires prior NRC approval. For transfers of control of a license, the NRC must find that the transfer of the license is otherwise consistent with the applicable provisions of the law, NRC regulations, and orders issued by the Commission. The NRC regulations for the transfer of control of reactor licenses and for the transfer of control of ISFSI licenses are 10 CFR 50.80 and 10 CFR 72.50, respectively. In addition, pursuant to 10 CFR 2.1315, Generic determination regarding license amendments to reflect transfers, where administrative license amendments are necessary to reflect an approved license transfer, such amendments will be included in the order that approves the transfer.

3.1 Reactor Licenses The Applicants request for approval of the transfers of the Palisades license as discussed in this safety evaluation (SE) was made pursuant to 10 CFR 50.80(a), which states, in part:

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 in 10 CFR 50.80(b) and (c) apply. The regulation at 10 CFR 50.80(b) states, in part, that:

(1) An application for transfer of a license shall include:

(i) For a construction permit or operating license under this part, as much of the information described in §§ 50.33[, Contents of applications; general information,] and 50.34[, Contents of applications; technical information,] of this part 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.

In addition, 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.

In 10 CFR 50.40, Common Standards, the NRC states, in part:

In determining that a construction permit or operating license in this partwill be issued to an applicant, the Commission will be guided by the following considerations:

OFFICIAL USE ONLY - PROPRIETARY INFORMATION OFFICIAL USE ONLY - PROPRIETARY INFORMATION (b) The applicant for a construction permit, operating licenseis technically and financially qualified to engage in the proposed activities in accordance with the regulations in this chapter.

With respect to the requested conforming amendment, 10 CFR 50.90, Application for Amendment of License, Construction Permit, or Early Site Permit, states, in part:

Whenever a holder of a license, including a construction permit and operating license under this part, desires to amend the license or permit, application for an amendment must be filed with the Commission, fully describing the changes desired, and following as far as applicable, the form prescribed for original applications.

Furthermore, 10 CFR 2.1315 states the following, in part:

(a) Unless otherwise determined by the Commission with regard to a specific application, the Commission has determined that any amendment to the license of a utilization facility or the license of an Independent Spent Fuel Storage Installation which does no more than conform the license to reflect the transfer action, involves respectively, "no significant hazards consideration" (b) Where administrative license amendments are necessary to reflect an approved transfer, such amendments will be included in the order that approves the transfer.

In 10 CFR 50.33(a) through (c), the NRC requires applicants to provide the name, address, and a description of the business or occupation of the applicant. The application must also provide the following information in accordance with 10 CFR 50.33(d):

(1) If applicant is an individual, state citizenship.

(2) If applicant is a partnership, state name, citizenship and address of each partner and the principal location where the partnership does business.

(3) If applicant is a corporation or an unincorporated association, state: (i) The state where it is incorporated or organized and the principal location where it does business; (ii) The names, addresses and citizenship of its directors and of its principal officers; (iii) Whether it is owned, controlled, or dominated by an alien, a foreign corporation, or foreign government, and if so, give details.

(4) If the applicant is acting as an agent or representative of another person in filing the application, identify the principal and furnish information required under this paragraph with respect to such principal.

In addition, 10 CFR 50.33(f) states, in part:

Except for an electric utility applicant for a license to operate a utilization facility of the type described in § 50.21[, Class 104 licenses; for medical therapy and research and development facilities,](b) or § 50.22,[ Class 103 licenses; for commercial and industrial facilities 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.

OFFICIAL USE ONLY - PROPRIETARY INFORMATION OFFICIAL USE ONLY - PROPRIETARY INFORMATION An electric utility is defined in 10 CFR 50.2, Definitions, as 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.

10 CFR 50.33(f)(2) states, in part:

If the application is for an operating license, the 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.

And 10 CFR 50.33(f)(4) states, in part:

Each application for a[n] operating license submitted by a newly formed entity organized for the primary purpose of operating a facility must also include information showing:

(i) The legal and financial relationships it has or proposes to have with its stockholders or owners.

(ii) The stockholders' or owners' financial ability to meet any contractual obligation to the entity which they have incurred or proposed to incur; and (iii) Any other information considered necessary by the Commission to enable it to determine the applicant's financial qualification.

In Paragraph (bb) of 10 CFR 50.54, Conditions of Licenses, the NRC requires, in part, a licensee to submit, for NRC review and preliminary approval, within 2 years following permanent cessation of operation of the reactor or 5 years before expiration of the reactor operating license, the program by which the licensee intends to manage and provide funding for the management of all irradiated fuel, also known as spent fuel, at the reactor following permanent cessation of operation of the reactor until title to the spent fuel and possession of the fuel is transferred to the Secretary of Energy for its ultimate disposal in a repository.

In accordance with 10 CFR 50.2, Definitions, the term 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.

In 10 CFR 50.33(k)(1), the NRC requires that applicants provide information, in the form of a report, as 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.

In 10 CFR 50.75, the NRC establishes requirements for indicating to the NRC how a licensee will provide reasonable assurance that funds will be available for the decommissioning process.

In addition, 10 CFR 50.75(b) requires that each power reactor applicant for an operating license submit a decommissioning report, as required by 10 CFR 50.33(k). Further, the regulation at 10 CFR 50.75(c) provides the Table of Minimum Amounts (January 1986 dollars) required to demonstrate reasonable assurance of funds for decommissioning by reactor type and power level, P (in megawatts thermal (MWt)); adjustment factor. In 10 CFR 50.75(e), the NRC includes the methods acceptable to the agency for providing decommissioning financial

OFFICIAL USE ONLY - PROPRIETARY INFORMATION OFFICIAL USE ONLY - PROPRIETARY INFORMATION assurance. Finally, 10 CFR 50.75(h) provides additional requirements on the management of DTFs.

In 10 CFR 50.34(b)(6), the NRC requires that applicants provide certain information on facility operation. It requires, in part, that the information provided by the applicants includes the following:

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

(ii) Managerial and administrative controls to be used to assure safe operation. The information on the controls to be used for a nuclear power plant... shall include a discussion of how the applicable requirements of Appendix B to 10 CFR Part 50 will be satisfied.

Appendix B, Quality Assurance Criteria for Nuclear Power Plants and Fuel Reprocessing Plants, to Title 10 of the Code of Federal Regulations (10 CFR) Part 50, Domestic Licensing of Production and Utilization Facilities, establishes QA requirements for the design, manufacture, construction, and operation of structures, systems, and components (SSCs) that prevent or mitigate the consequences of postulated accidents that could cause undue risk to the health and safety of the public. The pertinent requirements of this appendix apply to all activities affecting the safety-related functions of those SSCs; these activities include designing, purchasing, fabricating, handling, shipping, storing, cleaning, erecting, installing, inspecting, testing, operating, maintaining, repairing, refueling, and modifying for nuclear power plants and fuel reprocessing plants.

In 10 CFR 50.34(b)(7), the NRC requires applicants for an operating license to provide the following information in the final safety analysis report:

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

In addressing foreign ownership, control, or domination (FOCD) issues, Section 103d of the Atomic Energy Act of 1954, as amended (AEA), provides for the following, in relevant part:

No license may be issued toany 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 NRC staff also reviews information that relates to nuclear onsite property damage insurance requirements under 10 CFR 50.54(w) and the Price Anderson insurance and indemnity requirements under Section 170 of the AEA and 10 CFR Part 140, Financial Protection Requirements and Indemnity Agreements.

OFFICIAL USE ONLY - PROPRIETARY INFORMATION OFFICIAL USE ONLY - PROPRIETARY INFORMATION 3.2 Independent Spent Fuel Storage Installation Licenses The requirements for the transfer of an ISFSI license are provided in 10 CFR 72.50. The regulation at 10 CFR 72.50(a) applies to both generally and specifically licensed ISFSIs and states, in part, that:

No license or any part included in a license issued under this part for an ISFSI or MRS [monitored retrievable storage facility] 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, 10 CFR 72.30, Financial assurance and recordkeeping for decommissioning of an ISFSI, requires the applicant provide a decommissioning plan that includes a decommissioning funding plan and detailed cost estimate for ISFSI decommissioning.

3.3 Regulatory Guidance The NRC staff considered the following regulatory guidance in its review of the proposed transfer:

The NRC staff applies guidance in NUREG-1577, Revision 1, Standard Review Plan on Power Reactor Licensee Financial Qualifications and Decommissioning Funding Assurance, issued February 1999 (ML013330264), to evaluate the financial qualifications of applicants to carry out the activities for which the permit or license is sought.

NUREG-0800, Standard Review Plan for the Review of Safety Analysis Reports for Nuclear Power Plants: LWR Edition, Chapter 13, Conduct of Operations, Section 13.1.1, Management and Technical Support Organization, Revision 6, issued August 2016 (ML15005A449), provides guidance for the review of changes to the technical organization or personnel qualifications proposed as a result of an operating license transfer. Specifically,Section I.4, Review of Operating License Transfers, states that the applicant for transfer of an operating license should provide a description of the organization to support plant operations, which should include (1) organizational charts of the corporate level management and technical support organizations, emphasizing the changes to be made as a result of the transfer, (2) the relationship of the nuclear oriented parts of the organization to the rest of the corporate organization, and (3) description of the specific provisions which have been made for uninterrupted technical support for operations.

NUREG-0800, Chapter 13, Section 13.1.2-13.1.3, Operating Organization, Revision 7, issued August 2017 (ML15007A296), provides guidance for the review of proposed changes to the operating organization because of an operating license transfer.

NUREG-0800, Standard Review Plan for the Review of Safety Analysis Reports for Nuclear Power Plants: LWR Edition, Section 17.3, Quality Assurance Program Description, Revision 0 provides guidance to the NRC staff for the review of an applicants QA program descriptions.

OFFICIAL USE ONLY - PROPRIETARY INFORMATION OFFICIAL USE ONLY - PROPRIETARY INFORMATION 3.4 NRC Staffs Consideration of the Licensing and Regulatory Requests Related to the Reauthorization of Power Operations at PNP The NRC staffs consideration of all restart-related requests is governed by Commission-established policy on the reauthorization of reactor operations for plants in decommissioning. In denying a petition for rulemaking, Criteria To Return Retired Nuclear Power Reactors to Operations, (86 FR 24362; May 6, 2021), the Commission stated that the NRC may consider requests from licensees to resume operations under the existing regulatory framework. Further, the Commission stated that, [i]f the NRC receives a request from the licensee for a decommissioning reactor to resume operations, the NRC would review the request consistent with applicable regulatory requirements. This review would include consideration of relevant safety standards to assure adequate protection of public health and safety. In CLI-25-3, related to the LTA, the Commission reaffirmed its policy that the NRC may consider licensee requests to resume operations under the existing regulatory framework (ML25119A109).

As discussed in Section 2.3 of the NRC staffs SE approving the Power Operations TS Amendment, the staff has concluded that a licensee in decommissioning may seek the restart of reactor operation by applying to use relevant processes within the existing regulatory framework, including the license amendment, license transfer, and exemption processes.

Accordingly, separate from this license transfer review, the NRC staff has reviewed and approved the Exemption Request (ML25163A182), the Power Operations TS Amendment (ML25157A127), the Administrative Controls TS Amendment (ML25157A107), the Emergency Plan Amendment (ML25150A281), and the MSLB Amendment (ML25156A045). The NRC staff is issuing its approval of these actions concurrently with its approval of this license transfer application to reauthorize power operations at PNP.

4.0 FINANCIAL QUALIFICATIONS In its December 20, 2023, LTA submittal, the Applicants requested NRC approval of the transfer of operational authority from HDI to OPCO and to vest in OPCO exclusive control of operations and maintenance of Palisades. OPCO is a newly formed entity for the purpose of operating the Palisades facility. The LTA contains Figure 1, Organization Chart (Current), and Figure 2, Organization Chart (Post-Transfer), that reflect the corporate ownership structure, including identification of the licensed owner and licensed operator, before and after the license transfer.

The Applicants state that OPCO is an indirect, wholly owned subsidiary of Holtec, formed, staffed, and resourced by Holtec specifically for power operations of Palisades. Holtec Palisades will remain the licensed owner of Palisades, as well as owner of the DTF required for decommissioning funding assurance for Palisades and is party to the Standard Contract for Disposal of Spent Nuclear Fuel. Additionally, upon completion of the license transfer, HDI will remain the licensed operator of Big Rock Point and the other Holtec-owned facilities in decommissioning. Holtec Power, Inc. (Holtec Power) is a Holtec subsidiary through which Holtec retains indirect ownership of OPCO, and Holtec Power, along with Nuclear Asset Management Company (NAMCo), are two Holtec subsidiaries through which Holtec retains indirect ownership of Holtec Palisades.

The general corporate information required by 10 CFR 50.33(d)(3) includes identification of principal officers and directors of the Applicants, including those of Holtec, Holtec Power, NAMCo, Holtec Palisades, OPCO, and HDI. The Applicants provided detailed information about these entities and principal officers associated with them. Holtec will be the ultimate parent

OFFICIAL USE ONLY - PROPRIETARY INFORMATION OFFICIAL USE ONLY - PROPRIETARY INFORMATION company of the proposed licensed entity OPCO. Holtec is a privately held corporation and is controlled by its Board of Directors, all of whom are U.S. citizens. It is owned by its shareholders as follows: (1) The Great Banyan Trust, 36.33-percent ownership interest, and (2) Multi-Decades Trust, 63.67-percent ownership interest. Dr. Krishna Singh of Holtec controls these trusts.

Following the reauthorization of power operations at Palisades, OPCO (the proposed licensed operator for Palisades following the proposed license transfer) will be authorized under the facility license to possess, use, operate, and maintain Palisades pursuant to the terms of the license and all activities performed at Palisades will be in compliance with the license and NRC regulations, subject to OPCOs direct oversight and control as the licensed operator. As such, the financial qualification requirements at 10 CFR 50.33(f)(2) must be satisfied both by OPCO, the licensed operator of Palisades, and Holtec Palisades, the licensed owner of Palisades.

The regulation at 10 CFR 50.2, Definitions, states, in part, that an electric utility is the following:

[A]ny 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 NRC finds that the proposed licensee, OPCO, of the following facility does not qualify as an electric utility as defined in 10 CFR 50.2, as it will not be rate-regulated by a State or other agencies:

(1) Palisades Nuclear Plant, RFOL No. DPR-20 In accordance with 10 CFR 50.33(f), a non-utility applicant must provide information sufficient to demonstrate its financial qualifications to carry out the activities for which the license is being sought. The information must show that the applicant possesses or has reasonable assurance of obtaining the funds necessary to cover estimated operating costs for the period of the license.

In making this showing, the applicant must submit estimated total annual operating costs for the first five years of facility operations and indicate the source(s) of funds to cover these costs. For license transfers, direct or indirect, the relevant five-year period is that time immediately following the proposed license transfer.

Also, 10 CFR 50.33(k)(1) requires that the applicants for the aforementioned facility must provide information as described in 10 CFR 50.75 indicating how there will be reasonable assurance that funds will be available to decommission the aforementioned facility. Section 5.0, Decommissioning Funding, of this SE discusses decommissioning funding.

The NRC staff reviewed the financial projections for the reasonableness of estimated operating costs, the reasonableness of financial projections and underlying assumptions, and the sensitivity of plant revenue projections to determine if the licensee possesses or has reasonable assurance of obtaining the funds necessary to cover estimated operating costs for the period of the Licenses.

4.1 Financial Qualifications Evaluation for Palisades In its LTA, the Applicants demonstrate by means of projected income statements that OPCO will be financially qualified to operate Palisades. The Applicants state that as the facility owner,

OFFICIAL USE ONLY - PROPRIETARY INFORMATION OFFICIAL USE ONLY - PROPRIETARY INFORMATION Holtec Palisades will have the right to all generated power output generated by OPCO from Palisades, and that Holtec Palisades has entered into a Power Purchase Agreement (PPA) with Wolverine Power Supply Cooperative, Inc. (Wolverine), and Hoosier Energy Rural Electric Cooperative, Inc. (Hoosier), to collectively sell all of the Facilitys energy and capacity under a long-term, fixed price arrangement that will remain in effect for the full term of the Facility license, including any license renewal terms.

Wolverine and Hoosier are identified in the LTA as electric cooperatives that serve as their own rate-setting authority. These electric cooperatives will recover amounts paid to Holtec Palisades under the PPA through tariff rates charged to their 25 participating member cooperatives, who in turn collect all such costs from their retail ratepayers. Therefore, while Holtec Palisades is not an electric utility under NRC regulations, the two electric cooperatives into which Holtec Palisades has entered into the PPA, are cooperative utilities with rate setting authority.

Further, a service agreement (referred to in the LTA as the Operator Services Agreement (OSA)) between Holtec Palisades and OPCO requires Holtec Palisades to reimburse OPCO, at cost, for all operating expenses incurred to operate and maintain Palisades. Based on the OSA between Holtec Palisades and OPCO and the PPA between Holtec Palisades and the two electric cooperatives, the Applicants state that OPCO will be financially qualified to operate Palisades and that Holtec Palisades will reimburse OPCO for all of its operating costs.

Projected income statements, based, in part, on pricing terms stipulated in the PPA, for the 5-year period from 2025 (partial year) through 2030, were provided in support of that statement and evaluated by NRC staff. That information can be found below in Table 1, Palisades Nuclear Plant Summary of Projected Income Statement.

Additionally, the Applicants state that Holtec will provide up to $75 million to Holtec Palisades, an amount sufficient to cover fixed operating and maintenance costs during an extended outage. This Support Agreement further strengthens Holtec Palisades financial position by providing additional financial assurance in the form of a formalized parent company commitment to address potential funding needs as an operating power reactor licensee.

Regarding the DOE LPO loan guarantee cited in the background of this SE, the NRC staff recognizes the $1.52 billion loan guarantee as providing additional assurance that the Applicants have significant support and financial backing for restart and for subsequent power production operations at Palisades. However, the Applicants did not rely upon the DOE LPO loan guarantee to demonstrate financial qualifications under 10 CFR 50.33; therefore, this information was not material to the NRC staffs evaluation of Holtec Palisades and OPCOs financial qualifications for plant operations.

OFFICIAL USE ONLY - PROPRIETARY INFORMATION OFFICIAL USE ONLY - PROPRIETARY INFORMATION TABLE 1 PALISADES NUCLEAR PLANT

SUMMARY

OF PROJECTED INCOME STATEMENT (In $millions, rounded)

FY 2025 FY 2026 FY 2027 FY 2028 FY 2029 FY 2030 Total Revenue:

((

))

Expenses:

((

))

Income Before Taxes: ((

))

Taxes and Tax Credits: ((

))

Net Income:

((

))

The Applicants projections reflect positive net income for all forward-looking years 2025 through 2030 for Palisades, and thus indicate that OPCO, through its OSA with Holtec Palisades, has reasonable assurance of obtaining the necessary funds, through revenue generated from the sale of electricity, to cover estimated operating costs for the first 5 years of facility operation.

The Applicants also provided in the LTA two sensitivity analyses for Palisades, one which reduced by 10 percent the forecasted factor for capacity, and one which reduced by 10 percent the forecasted factor for revenue. In each case, electricity generation at Palisades forecasted positive net income for the years 2025 through 2030, thus demonstrating OPCO has reasonable assurance of obtaining the funds, through revenue generation, necessary to cover estimated operating costs for Palisades under these conditions.

As for fixed operating costs at Palisades during a possible extended outage, guidance in NUREG 1577, Revision 1, Standard Review Plan on Power Reactor Licensee Financial Qualifications and Decommissioning Funding Assurance, states that the reviewer "will also consider relevant financial information (i.e., information on cash or cash equivalents that would be sufficient to pay fixed operating costs during an outage of at least six months... and any other relevant factors)." The Applicants state that [i]n addition to power generation revenue, Holtec will enter into a Support Agreement under which Holtec will provide up to $75 million to Holtec Palisadesan amount sufficient to cover fixed operating and maintenance costs during an extended outage, as contemplated by NUREG-1577. The Applicants state that the Support Agreement provides additional financial assurance in the form of a formalized parent company commitment This commitment is further supported by Holtecs financial documentation provided in the LTA reflecting current asset and liability information, including cash, cash equivalents, and receivables information. Based on this information, the NRC staff concludes that OPCO, through its affiliation with both Holtec and Holtec Palisades, has reasonable assurance of obtaining the funds necessary to cover fixed operating costs during an extended outage for Palisades.

OFFICIAL USE ONLY - PROPRIETARY INFORMATION OFFICIAL USE ONLY - PROPRIETARY INFORMATION 4.2 Evaluation of Newly-Formed Entity OPCO In addition to the financial qualification requirements discussed above, the requirements at 10 CFR 50.33(f)(4) state, in part, that applicants for a newly-formed entity organized for the primary purpose of operating a 10 CFR Part 50 power reactor facility must also include information about the legal and financial relationships it has or proposes to have with its stockholders or owners, the stockholders' or owners' financial ability to meet any contractual obligation to the entity which they have incurred or proposed to incur; and other information considered necessary by the Commission to enable it to determine the applicant's financial qualification.

Following the license transfer, OPCO will be a newly-formed entity that will be licensed to operate Palisades.

As described by the Applicants, OPCO is a Delaware limited liability company whose sole member is Holtec Power. As a new entity, OPCO has no current liabilities. The Applicants state that OPCO will be authorized to undertake all reasonably necessary corporate actions to operate Palisades for itself and as agent for Holtec Palisades, including contracts, employing personnel, acquiring equipment and other property, borrowing and remitting funds, and taking other actions necessary to carry out its business. As OPCOs sole member, Holtec Power holds 100 percent of the membership interests in OPCO.

OPCO is a service company that is not expected to generate revenue or make distributions to its parent companies. Revenue from Palisades power generation will flow through Holtec Palisades and Holtec Palisades will reimburse OPCO, at cost, for OPCOs expenses incurred at Palisades pursuant to the Operator Services Agreement (previously discussed), between OPCO and Holtec Palisades. Additionally, Holtec will enter into a Support Agreement (previously discussed), pursuant to which it will provide Holtec Palisades (and thus, indirectly, OPCO) with funds to support facility operations, if necessary, in accordance with the terms thereof. Holtec is the ultimate parent company of all the entities described in the LTA; Holtec is a privately held corporation. It is owned by its shareholders as follows: (1) The Great Banyan Trust, 36.33 percent ownership interest; and (2) Multi-Decades Trust, 63.67 percent ownership interest. These trusts are controlled by Dr. Krishna Singh, who is a U.S. citizen.

OPCO will be the licensed operator of Palisades, and as a newly-formed entity, information regarding the legal and financial relationships as anticipated with its stockholders or owners, and the stockholders' or owners' financial ability to meet contractual obligations of, by, and to the entity as anticipated, have been provided and explained in detail. Based on information provided by the Applicants as discussed above, the NRC staff concludes that the requirements at 10 CFR 50.33(f)(4) for newly-formed entities have been adequately addressed.

4.3 Financial Qualifications Summary In consideration of the above, the NRC staff has determined that OPCO, as the licensed operator, and Holtec Palisades, as the licensed owner, have reasonable assurance of obtaining the funds necessary to cover estimated operation costs of Palisades for the period of the license. Support from its parent Holtec in the form of a Support Agreement, and access to cash as necessary through the OSA between Holtec Palisades and OPCO provides evidence of reasonable assurance that funds will be available to cover estimated costs at the licensed facility.

Additionally, the Applicants provided all necessary information required for the newly-formed entity OPCO. This information reflected the legal and financial relationships OPCO proposes to

OFFICIAL USE ONLY - PROPRIETARY INFORMATION OFFICIAL USE ONLY - PROPRIETARY INFORMATION have with its stockholders or owners, the stockholders' or owners' financial ability to meet any contractual obligation to and of OPCO which they have proposed to incur; and other information considered necessary by the Commission to enable it to determine the applicant's financial qualification.

Accordingly, considering the foregoing evaluation, the NRC staff finds that in accordance with 10 CFR 50.33(f), Holtec Palisades is financially qualified to hold, and OPCO is financially qualified operate, the Palisades RFOL No. DPR-20, as proposed.

5.0 DECOMMISSIONING FUNDING

ASSURANCE The regulation at 10 CFR 50.33(k) requires that an applicant for an operating license for a utilization facility must demonstrate how reasonable assurance will be provided that funds will be available to decommission the facility. Similarly, the regulation at 10 CFR 50.75(b) requires the following:

Each power reactor applicant for or holder of an operating license for a production or utilization facility of the type and power level specified in paragraph (c) of this section shall submit a decommissioning report, as required by § 50.33(k).

The regulation at 10 CFR 50.75(b) requires that the report must contain a certification that financial assurance for decommissioning will be (for a license applicant), or has been (for a license holder), provided in an amount which may be more, but not less, than the amount stated in the table in paragraph (c)(1) of this section adjusted using a rate at least equal to that stated in paragraph (c)(2) of this section. Pursuant to 10 CFR 50.75(b), a reactor licensee is also required to provide decommissioning funding assurance by one or more of the methods described in 10 CFR 50.75(e), as determined to be acceptable by the NRC. Further, the regulation at 10 CFR 50.75(c) provides the Table of Minimum Amounts (January 1986 dollars) required to demonstrate reasonable assurance of funds for decommissioning by reactor type and power level, P (in megawatts thermal (MWt)); adjustment factor.

5.1 Decommissioning Funding Assurance for Palisades The Applicants indicated that Holtec Palisades will continue to meet decommissioning funding requirements via prepaid funds deposited in the Palisades DTF, and that Holtec Palisades will manage the DTF between the time of application and the transition to power operations to ensure Holtec Palisades complies with operational decommissioning funding requirements in 10 CFR 50.75.

Currently, while in decommissioning status and as reflected in 10 CFR 50.82(a)(8)(v), HDI must annually submit to the NRC a decommissioning funding status (DFS) report that provides, among other information, the remaining balance of any decommissioning funds in the DTF and an estimate of the costs to complete decommissioning. By letter dated March 31, 2025 (ML25090A172), HDI submitted their annual DFS report.

At the time of application, HDIs then most-recent DFS report for Palisades, dated March 31, 20231, indicated a DTF fund balance of $547 million and remaining decommissioning costs of

$633 million, as of December 31, 2022, and that the licensee would be deferring withdrawals 1 ML23090A140

OFFICIAL USE ONLY - PROPRIETARY INFORMATION OFFICIAL USE ONLY - PROPRIETARY INFORMATION of 2022 [decommissioning] costs to avoid locking in market losses experienced during 2022, a year in which the S&P 500 equity index lost over 18.1 percent. The NRC staff evaluated available funding provided by the DTF and the estimated cost of remaining decommissioning activities at the site, as of December 31, 2022, provided by HDI in the aforementioned DFS report for Palisades. The NRC staff concluded2 that HDI and Holtec Palisades demonstrated compliance with 10 CFR 50.82 (a)(8)(v)-(vi), thus providing assurance that funds sufficient to safely decommission Palisades were being maintained by the licensees.

In its December 6, 2023, LTA, the Applicants stated that the Palisades DTF contained assets of approximately $560 million as of November 24, 2023. The LTA also indicated that Holtec Palisades had voluntarily deferred reimbursement of certain decommissioning costs that were otherwise reimbursable from the DTF and thus was still carrying an accrual of decommissioning costs that had been incurred but not reimbursed from the DTF. Holtec Palisades indicated its intent to manage DTF withdrawals in a manner that safeguards its ability to meet the operational decommissioning funding requirements of 10 CFR 50.75. Those requirements provide reasonable assurance of decommissioning funds for operating reactors by means of funding to a minimum formula amount per 10 CFR 50.75(c), instead of funding to a site-specific decommissioning cost estimate amount required of reactors in decommissioning status.

Referencing the March 31, 2023 DFS report, the LTA cited the minimum formula amount of

$539,595,280, in December 2022 dollars. The minimum funding requirement of 10 CFR 50.75(c) must be met by the Applicants prior to the loading of fuel prior to resumption of power operations.

In its March 31, 20253, DFS report for Palisades, HDI indicated a DTF fund balance of $568.9 million and remaining decommissioning costs of $412 million, $122 million, and $41 million, for license termination, spent fuel management, and site restoration, respectively, or a total of $575 million, as of December 31, 2024, and that Palisades remains in a decommissioning status, will continue to adhere to the [Post-shutdown Decommissioning Activities Report] PSDAR, and will file annual decommissioning financial assurance reports until HDI reinstates the power operations licensing basis, which is planned for 2025. The NRC staff evaluated available funding provided by the DTF and the estimated cost of remaining decommissioning activities at the site, as of December 31, 2024, provided by HDI in the aforementioned DFS report for Palisades. The NRC staff concludes that HDI and Holtec Palisades demonstrate compliance with 10 CFR 50.82 (a)(8)(v)-(vii), thus providing assurance that funding sufficient to safely decommission Palisades was being maintained by the licensees.

The NRC staff evaluated decommissioning fund information as presented in the LTA as well as in the latest (March 31, 2025) DFS report for Palisades, as provided by the Applicants and current licensees, respectively. Although not required while in decommissioning status, the latest DFS report provided a minimum formula calculation for Palisades, based on information in 10 CFR 50.75(c), for informational purposes, in addition to the required site-specific cost estimate. The NRC staff concluded that the minimum formula amount of $519,299,472 reported by Palisades was appropriately calculated and that the DTF balance of $591.9 million reported at the time of the LTA submission would meet, and in fact exceed, decommissioning funding requirements for the applicant and provide the necessary reasonable assurance for decommissioning funding required of 10 CFR 50.75. In its July 16, 2025, supplement, the Applicants revisited the minimum formula calculation based on current U.S Department of 2 ML23304A222 3 ML25090A172

OFFICIAL USE ONLY - PROPRIETARY INFORMATION OFFICIAL USE ONLY - PROPRIETARY INFORMATION Labor, Bureau of Labor Statistics, data, and calculated a minimum formula amount of

$522,706,030. Additionally, a revised DTF balance of $565,812,092 as of May 31, 2025, also was reported in the supplement. Based on information provided in the supplement, the current DTF balance also would meet, and in fact exceed, decommissioning funding requirements for the Applicants based on the most recent minimum formula calculation and provides the necessary reasonable assurance for decommissioning funding.

Addressing the 10 CFR 72.30 ISFSI decommissioning plan requirements for Palisades, the Applicants cited the March 31, 2023, DFS report, which contains the Palisades ISFSI decommissioning cost estimate of $10.1 million in 2022 dollars. In its July 16, 2025 supplement, the Applicants indicated ISFSI decommissioning costs of $10.5 million in 2025 dollars. Given the amount of current available funding within the Palisades DTF as of May 31, 2025, as provided in the July 16 supplement, and the current minimum formula amount calculated for decommissioning, the NRC staff concludes that there exist sufficient funds in the DTF to address the radiological decommissioning costs of the ISFSI based upon an evaluation of decommissioning cost cash flows, the resultant excess funds within the DTF described above, and the estimated cost to decommission the ISFSI.

Based on the discussion above, the NRC staff concludes that the Applicants meet the requirements at 10 CFR 50.75 and 10 CFR 72.30 with respect to providing decommissioning funding assurance for Palisades and the ISFSI. Accordingly, the NRC staff finds that the direct license transfer will not affect the decommissioning funding arrangements currently in place for Palisades and for the ISFSI.

5.2 Spent Fuel Management Funding The NRC staff notes that following the license transfer, Holtec Palisades will continue to hold title to the spent nuclear fuel at Palisades and will maintain the DOE Standard Contract, including all rights and obligations under that contract. Standard Contract, No. DE-CR01-83NE44373, dated as of June 3, 1983, was entered into by the previous owners and the United States of America, represented by the DOE, to govern the disposal of spent nuclear fuel generated at Palisades. Holtec Palisades expects to recover from DOE through litigation or settlement of its claims for spent fuel management costs it will incur as a result of DOEs breach of its obligations to dispose of the spent nuclear fuel.

As the operating licensee for Palisades, and consistent 10 CFR 50.54(bb), the Applicants indicate that upon resumption of power operations, OPCO will submit a spent fuel management funding plan five years before expiration of the current license term. The current license term for the Palisades license is set to expire on or before March 24, 2031. The Applicants expect that its spent fuel management plan will not change their ability to provide reasonable assurance that funds will be available for spent fuel management. OPCO also stated that it intends to submit a subsequent license renewal application at that same time to satisfy the timely renewal requirements of 10 CFR 2.109(b). If granted, a subsequent renewal term would afford more time for prepaid funds in the DTF to accrue interest before the plant eventually re-enters decommissioning. Consistent with 10 CFR 50.54(bb), the NRC staff will separately review OPCOs spent fuel management plan upon submittal.

HDI received an exemption from 10 CFR 50.82(a)(8)(i)(A) on December 31, 2021, to allow the Palisades DTF to be used for spent fuel management and site restoration activities (ML21286A294). Therefore, funds in the Palisades DTF are available to pay for costs associated with spent fuel management and site restoration activities, in addition to license

OFFICIAL USE ONLY - PROPRIETARY INFORMATION OFFICIAL USE ONLY - PROPRIETARY INFORMATION termination activities. Holtec requested rescission of this exemption separately as part of its Exemption Request. Concurrent with the approval of this license transfer application, the NRC staff is issuing its approval of the exemption request (ML25163A182), which among other things, rescinds the exemption from 10 CFR 50.82(a)(8)(i)(A), that was previously granted based on PNPs status as a facility in decommissioning.

5.3 Decommissioning Funding Summary Based upon the $565,812,092 balance of funds within the Palisades DTF as of May 31, 2025, the most recent minimum formula calculation of $522,706,030 for Palisades based on the formula presented in 10 CFR 50.75(c), and the rescission of the exemption from 10 CFR 50.82(a)(8)(i)(A), the NRC staff concludes that Holtec Palisades has provided reasonable assurance for decommissioning funding for the Palisades RFOL No. DPR-20, as proposed.

6.0 TECHNICAL QUALIFICATIONS The NRC staff reviewed the license transfer application to determine the acceptability of changes to the technical organization and personnel qualifications proposed as a result of the transfer under 10 CFR 50.80, Transfer of Licenses. The NRC staff reviewed changes proposed in the areas of corporate management, technical support, the operating organization, and quality assurance.

6.1 Management and Technical Support Organization In accordance with NUREG-0800, section 13.1.1, Management and Technical Support Organization, the NRC staff review of management and technical support organization for a license transfer will examine the acceptability of any changes to the technical organization or personnel qualifications proposed because of the license transfer. 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 nuclear plant. 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 reviewed information in the LTA about the organization and responsibilities of the proposed corporate management with respect to the restart and operation of the PNP.

The Applicants provided two figures of simplified organization charts in the LTA. The first figure (Figure 1) shows the current license ownership structure. The second figure (Figure 2) shows the proposed post-transfer ownership structure. Section 5, Technical Qualifications, of the LTA describes the technical qualifications of OPCO, which is the entity that will become the licensed operator of PNP. This section of the LTA includes a detailed organization chart for OPCOs senior management which also shows the relationship of the nuclear part of the organization to the corporate organization. The LTA includes a description of how technical support is provided from Holtecs corporate headquarters to OPCO for PNP operations. Attachment D of Enclosure 1 of the LTA includes detailed organizational charts for the PNP and the resumes of PNP senior leaders (President of Nuclear Resources, Chief Nuclear Officer, Site Vice President and Vice President of Licensing). The following is an overview of the management and technical support organizations.

OFFICIAL USE ONLY - PROPRIETARY INFORMATION OFFICIAL USE ONLY - PROPRIETARY INFORMATION Holtec International Holtec International remains the parent company of all the relevant entities who will own or operate PNP after the license transfer. As stated in the LTA, Holtec is an integrated technologies enterprise that provides innovative solutions, equipment and services to the global nuclear, solar, geothermal, and fossil power generation sectors of the energy industry. Holtec has extensive experience in providing safety-related services to operating commercial power plants as well as in designing, manufacturing, and installing safety-related equipment.

Holtec Decommissioning International, LLC Holtec Decommissioning International, LLC (HDI) is an indirect, wholly-owned subsidiary of Holtec International. HDI will transfer its authority to conduct licensed activities to OPCO. HDI will remain the licensed operator of Big Rock Point and the other Holtec-owned facilities in decommissioning.

Holtec Palisades, LLC As stated by the Applicants, Holtec Palisades will remain the licensed owner of PNP and will continue to hold the decommissioning trust funds and the Standard Contract for Disposal of Spent Nuclear Fuel.

Palisades Energy, LLC (OPCO)

OPCO is an indirect, wholly-owned subsidiary of Holtec International; according to the LTA, it was formed by Holtec International specifically for power operations of PNP. OPCO will become the licensed operator of PNP after NRC approval of the proposed license transfer transaction and will have exclusive control of operation and maintenance of PNP. As stated by the Applicants, OPCO will be the licensed entity with responsibility for direct oversight and control of the site. OPCO will be staffed and resourced as a nuclear plant operator with extensive operational experience and the programmatic competencies necessary for plant operations.

Employees on site at PNP will be employed by OPCO and supplemented by staff augmentation and or contractors who report to and are subject to OPCOs direction and control. The staff reviewed the resumes of the President of Nuclear Resources, the Chief Nuclear Officer, the Palisades Site Vice President and the Vice President of Licensing and found that these OPCO executives have extensive experience in nuclear power plant operations, engineering, maintenance and regulatory affairs.

In Figure A-1, Palisades Energy, LLC Senior Management Organization Chart, in the LTA, the Applicants provided an overview of the operating organization, OPCOs senior management and oversight and lines of reporting to the parent company. As stated by the Applicants, OPCO senior managers will be responsible for and have control over all licensed activities at PNP including daily operations, compliance with the facility licensing basis, hiring, training, and supervising site employees, regulatory compliance, engineering, maintenance, and outage work.

Finally, as stated in section 5 of the LTA, OPCO will have dedicated home office support for service functions including accounting, finance, procurement, tax, human resources and information technology from Holtec s corporate headquarters in Camden, New Jersey.

OFFICIAL USE ONLY - PROPRIETARY INFORMATION OFFICIAL USE ONLY - PROPRIETARY INFORMATION Based on its review, the NRC staff finds that the proposed corporate management and technical organizational structure in the LTA can provide sufficient technical resources in support of the operation of PNP and meets the relevant review criteria in NUREG-0800 section 13.1.1 and is therefore acceptable.

Conclusion The Applicants have provided the organizational charts of the corporate-level and technical support organizations and the roles and responsibilities for the senior management teams. They have described the changes that will be made as a result of the proposed transfer transaction and listed the provisions that will be made for uninterrupted technical support for PNP operations. Based on its review of the LTA, the NRC staff finds the Applicants management and technical organization, OPCO, to be acceptable with the technical qualifications to support the transfer of the operating authority for PNP and the resumption of power operations at PNP.

Therefore, the NRC staff concludes that the Applicants have provided reasonable assurance that the license transfer will meet the relevant technical requirements of 10 CFR 50.80 and 10 CFR 50.34.

6.2 Operating Organization The NRC staff used the guidance in NUREG-0800 Section 13.1.2 - 13.1.3, Operating Organization, to review the structure, functions and responsibilities of the onsite organization and ensure that the operating organization is involved with, informed of, and dedicated to the safe restart, operation, and maintenance of the Palisades nuclear plant and that sufficient technical resources are provided and will continue to be provided to adequately accomplish these objectives.

As stated in the LTA, OPCO is implementing an ownership and operational structure based on Entergy ENOIs organization structure prior to the shutdown on PNP in 2022. Section 5 of the LTA includes information about the PNP site organization; the Applicants state that there is a meaningful number of incumbent site management that were employed at PNP during plant operations prior to the shutdown in May 2022. Furthermore, as of the date of the LTA, many of the on-site personnel are former ENOI personnel with management and experience as senior reactor operators during plant operations. The Applicants state that HDI will staff PNP to the qualifications and levels required by the reinstated power operations technical specification (POTS) and Updated Final Safety Analysis Report (UFSAR) to ensure compliance with the reinstated POLB [power operations licensing basis] and NRC regulations applicable to an operating reactor, prior to transfer of operating authority to OPCO.

The NRC staff reviewed Attachment D of the LTA which is an organizational chart for the proposed 550-person PNP organization. The attachment includes job positions for on-site and off-site activities that affect plant safety.

According to the LTA, HDI will reestablish training programs as described in Chapter 12 of the reinstated USFAR; this includes training program accreditation by the National Nuclear Accrediting Board. The NRC staff reviewed revision 35 of the Palisades UFSAR Chapter 12, section 12.1 which states that the training programs for the following categories of plant personnel are accredited by the NNAB: licensed and non-licensed operators, instrumentation and controls technicians, mechanical and electrical maintenance personnel, radiological protection technicians, chemistry technicians, and engineering support personnel. As stated in Revision 12 of NUREG-1021, Operator Licensing Examination Standards for Power Reactors

OFFICIAL USE ONLY - PROPRIETARY INFORMATION OFFICIAL USE ONLY - PROPRIETARY INFORMATION (ML21256A276), NNAB accreditation is an acceptable method for meeting the training program requirements in 10 Part 55, Operators Licenses As documented in Enclosure 3 of the July 16, 2025 supplement letter, the Applicants provided evidence that the PNP operating organization meets the staffing and qualification requirements set forth in the Power Operations Technical Specifications Amendment, including the Physical Security Plan and the Updated Final Safety Analysis Report, the Emergency Plan Amendment, and the Quality Assurance Program Manual. And as of July 2025, the Applicants have reinstated the licensed operator training programs and restored licenses for 25 previously licensed reactor and senior operators.

Based on its review, the NRC staff finds that the proposed organizational structure, staffing plan and qualification plan for the operation of PNP meets the relevant review criteria in NUREG-0800 sections 13.1.2 - 13.1.3 and is therefore acceptable.

Conclusion The Applicants have provided a detailed description of OPCOs operating organization as the proposed licensed operator of PNP as a result of the license transfer. The Applicants explained OPCOs technical qualifications, staffing plans and levels and qualification requirements for the proposed staff. Based on its review of the LTA, the NRC staff concludes that OPCO will be an acceptable licensed operator organization for the restart, operation and maintenance of PNP.

Therefore, the NRC staff concludes that the Applicants have provided reasonable assurance that the license transfer will meet the relevant technical requirements of 10 CFR 50.80 and 10 CFR 50.34.

6.3 Quality Assurance Program Evaluation This SE section and associated subsections document the NRC staffs evaluation of the Palisades Energy QAPM against the applicable regulations and guidance discussed in Section 3.0 of this SE.

Under the current requirements in 10 CFR 50.82, once a power reactor licensee has submitted written certifications to the NRC for both the permanent cessation of operations and the permanent removal of fuel from the reactor vessel, and the NRC has docketed those certifications, the 10 CFR part 50 license no longer authorizes operation of the reactor.

In the Power Operations TS Amendment Enclosure Section 2.2, Description of Proposed Change, the Applicants explained that the Updated Final Safety Analysis Report (UFSAR),

currently titled the Defueled Safety Analysis Report (DSAR), will be updated, via the 10 CFR 50.59, Changes, tests and experiments, process to reflect the docketed version that was in effect just prior to the 10 CFR 50.82(a)(1) certifications, that is the PNP UFSAR Revision 35 (ML21125A285). Updating the PNP UFSAR to reflect PNP in a power operating condition is necessary to support returning PNP to a power operations licensing basis. PNP UFSAR Revision 35 contains the analyses and evaluations from which the PNP power operation Technical Specifications (TS) were derived. Chapter 15 of the PNP UFSAR Revision 35 states that the PNP operational and support activities are conducted under the Entergy QAPM (ML22104A078).

The Palisades Energy QAPM is based on Revision 42 of the Entergy QAPM which was in effect at Palisades PNP prior to the cessation of operations. The Applicants stated in their letter dated

OFFICIAL USE ONLY - PROPRIETARY INFORMATION OFFICIAL USE ONLY - PROPRIETARY INFORMATION May 23, 2024 (ML24144A106) that the Palisades Energy QAPM reflects changes to Revision 42 of the Entergy QAPM to reflect differences between Entergys fleet organization and OPCOs organization. All QA functions in Revision 42 of the Entergy QAPM have been retained in the Palisades Energy QAPM, including maintaining conformance with the regulatory guides and quality assurance standards specified in Revision 42 of the Entergy QAPM.

6.3.1 Basis for the Palisades Energy QAPM The Palisades Energy QAPM is based on the guidance of American National Standards Institute (ANSI) N18.7-1976, Administrative Controls and Quality Assurance for the Operational Phase of Nuclear Power Plants, and the ANSI N45.2 series of standards and corresponding NRC regulator guides (RGs).

6.3.2 Acceptability of the Palisades Energy QAPM In evaluating the adequacy of the Palisades Energy QAPM, the NRC staff utilized the guidance contained in NUREG-0800, Standard Review Plan for the Review of Safety Analysis Reports for Nuclear Power Plants: LWR Edition, Section 17.3, Quality Assurance Program Description, Revision 0 (ML052350376). Standard Review Plan (SRP) Section 17.3 provides guidance to the NRC staff for the review of an applicants QA program descriptions. Section 17.3 of the SRP is organized into three discrete areas of activity: management, performance/verification, and self-assessment. Encompassed within the 3 areas are the 18 Quality Assurance (QA) criteria of Appendix B to 10 CFR Part 50.

The Palisades QAPM conforms to the format of SRP 17.3 and therefore, the acceptance criteria in SRP 17.3 serve as the basis for evaluating the acceptability of the Palisades Energy QAPM, Revision 0 for conformance with the provisions of 10 CFR 50.34(b)(6)(ii).

6.3.2.1 Management 6.3.2.1.1 Methodology Section A.1, Methodology, of the Palisades Energy QAPM states that this QAPM provides a consolidated overview of the QA program controls which govern the operation and maintenance of Palisades Energy, LLC quality related items and activities. The Palisades Energy QAPM describes the QA organizational structure, functional responsibilities, levels of authority, and interfaces. The requirements and commitments contained in the Palisades energy QAPM are mandatory and all individuals and organizations must implement, enforce and adhere to the requirements and commitments in the QAPM.

Section A.1, of the Palisades Energy QAPM states that this QAPM applies to all activities associated with SSCs that are safety-related or controlled by 10 CFR Part 72. The QAPM also applies to transportation packages controlled by 10 CFR Part 71. The methods of implementation of the requirements of the QAPM are commensurate with the items or activitys importance to safety. The QAPM is implemented through the use of approved procedures which provide written guidance for the control of quality-related activities and provide for the development of documentation to provide objective evidence of compliance.

The NRC staff reviewed the description of the QA program controls in Section A.1 of the Palisades Energy QAPM that will be applied to safety-related SSCs, activities controlled by 10

OFFICIAL USE ONLY - PROPRIETARY INFORMATION OFFICIAL USE ONLY - PROPRIETARY INFORMATION CFR Part 72, and transportation packages controlled by 10 CFR Part 71 and determined that this description conforms to the acceptance criteria in SRP 17.3, Section A.1, Methodology.

6.3.2.1.2 Organization Section A.2, Organization, of the QAPM describes the organizational structure of Palisades Energy, LLC. The organizational structure consists of corporate and station functions. The specific organization titles for the quality assurance functions described are identified in procedures. The authority to accomplish the QA functions described are delegated to the incumbents staff as necessary to fulfill the identified responsibility. This section states that the Holtec President is the highest level nuclear executive officer responsible for the overall corporate policy and provides executive direction and guidance for the corporation, as well as promulgates corporate policy through the Companys senior management staff. The Holtec president is responsible for providing (1) top-level direction for the safe and reliable operation and maintenance of the Palisades site; and (2) engineering services, nuclear safety, and operations support.

In RAI 1, Question g, the NRC staff requested that HDI clarify whether the term the Company used in the Palisades Energy QAPM is referring to HDI, Palisades Energy, LLC or Holtec Palisades, LLC. In its response to this question, HDI clarified that the Company in the Palisades Energy QAPM is in reference to Palisades Energy, LLC. The NRC staff finds this clarification acceptable since Palisades Energy, LLC is the proposed licensed operator of Palisades Nuclear Plant.

Section A.2 of the Palisades Energy QAPM states that the Chief Nuclear Officer (CNO) and an executive responsible for Licensing/Regulatory Assurance report to the Holtec President. The responsibilities of these two positions are as follows:

CNO: The CNO is responsible for safe and reliable nuclear operations and operations support. The CNO is also responsible for the implementation and execution of the QA program. The Palisades Energy Site Vice President and the Nuclear Safety Review Board (NSRB) report to the CNO.

Executive responsible for Licensing/Regulatory Assurance: The executive responsible for Licensing/Regulatory Assurance is responsible for (1) developing the QA program by establishing the policies, goals and objectives of the QA policy; (2) providing guidance and interpretation for implementing the QA policy; and (3) providing governance and verification of the implementation of the QA program in accordance with regulatory requirements.

The Palisades Energy, LLC QA Manager reports to the executive responsible for Licensing/Regulatory Assurance and is responsible for QA activities and has independence from production activities. The Palisades Energy, LLC QA Manager has the authority and responsibility for establishing, controlling, and verifying implementation and adequacy of the QA program as described in the Palisades Energy QAPM. This position is located at the Palisades site and has the authority to Stop Work and responsibility to escalate matters directly to the Holtec President.

Section A.2.b of the Palisades Energy QAPM describes Palisades Energy, LLC organizational structure and management positions for the Palisades Site. This includes the following positions:

OFFICIAL USE ONLY - PROPRIETARY INFORMATION OFFICIAL USE ONLY - PROPRIETARY INFORMATION The Palisades Energy, LLC Site Vice President reports to the CNO, and is responsible for overall plant nuclear safety and establishment of the policies, goals, and objectives associated with the implementation of the QAPM at Palisades.

A management position responsible for overall plant operations. The onsite safety review committee reports to the management position responsible for plant operations.

A management position responsible for emergency planning, training, corrective action program, security, and records management.

A management position responsible for materials, purchasing, contracts, procurement, services, receipt, storage, and issue of materials, parts, and components.

A management position responsible for regulatory assurance. This position is responsible for maintaining the licensing basis and oversight of licensing and regulatory programs.

A management position responsible for QA (i.e., Palisades Energy, LLC QA Manager) who reports to the executive responsible for licensing/regulatory assurance (offsite).

This position has the overall authority and responsibility for establishing, controlling, and verifying the implementation and adequacy of the QA program as described in Palisades Energy QAPM.

Section A.2.c states that the NSRB independently reviews activities to provide additional assurance that the plant is operated and maintained per the Operating License and applicable regulations that address nuclear safety.

The NRC staff reviewed the description of the organizational structure, functional responsibilities, levels of authority, and interfaces descriptions in Section A.2 of the Palisades Energy QAPM and determined that this description conforms to the acceptance criteria in SRP 17.3, Section A.2, Organization. Therefore, the NRC staff finds that the Palisades Energy QAPM meets the requirements of Criterion I, Organization, of Appendix B to 10 CFR Part 50.

6.3.2.1.3 Responsibility, Authority, and Personnel Training and Qualification Section A.3, Responsibility, of the Palisades Energy QAPM states that Palisades Energy, LLC has the responsibility for the scope and implementation of an effective QA program. Palisades Energy, LLC may delegate all or part of the activities of planning, establishing, and implementing the QA program to others, but retains responsibility for the programs effectiveness. Individual managers ensure that personnel working under management cognizance are provided with the necessary training and resources to accomplish assigned tasks within the scope of the QAPM. Management responsible for applicable quality function approves procedures that implement the QAPM. These procedures are to reflect the Palisades Energy QAPM, and work is accomplished in accordance with these procedures.

Section A.4, Authority, of the Palisades Energy QAPM states that when Palisades Energy, LLC delegates responsibility for planning, establishing, or implementing any part of the overall QA program, sufficient authority to accomplish the assigned responsibilities is delegated. The management position responsible for QA has the responsibility and the authority to stop unsatisfactory work and control further processing, delivery, installation, or use of non-conforming items or services.

OFFICIAL USE ONLY - PROPRIETARY INFORMATION OFFICIAL USE ONLY - PROPRIETARY INFORMATION Section A.5, Personnel Training and Qualification, of the Palisades Energy QAPM describes training and qualification requirements for personnel assigned to implement elements of the QA program. This section states that personnel training and qualification records are maintained per procedures.

The NRC staff reviewed the description of the responsibilities and authority of Palisades Energy, LLC to implement the requirements in the Palisades Energy QAPM, including retained responsibilities when work is delegated, and determined that the description in Sections A.3 and A.4 of the Palisades Energy QAPM conforms to the acceptance criteria in SRP 17.3, Sections A.3, Responsibility, and A.4, Authority, respectively. The NRC staff reviewed the description of the training and qualification requirements in Section A.5 of the Palisades Energy QAPM and determined that this description conforms to the acceptance criteria in SRP 17.3, Sections A.5, Personnel Training and Qualification. Therefore, the NRC staff finds that the Palisades Energy QAPM meets the requirements of Criterion II, Quality Assurance Program, of Appendix B to 10 CFR Part 50. The NRC staffs evaluation of the Palisade Energy QAPMs description of periodic assessments and audits to evaluate the status and adequacy of the QA program is discussed in Section 6.3.2.3 of this SE.

6.3.2.1.4 Corrective Action Section A.6, Corrective Action, of the Palisades Energy QAPM describes the corrective action program (CAP) that is established and implemented to promptly identify, document, and correct conditions adverse to quality (CAQ). For significant CAQs (SCAQ), the CAP requires the cause to be determined and a corrective action plan to be implemented that precludes repetition. CAQ Reports are analyzed to identify trends in quality performance. SCAQs and significant trends are reported to the appropriate level of management. Nonconforming items are (1) properly controlled to prevent their inadvertent test, installation, or use and (2) reviewed and either accepted, rejected, repaired, or reworked.

The NRC staff reviewed the description of the CAP and controls for nonconforming items in Section A.6 of the Palisades Energy QAPM and determined that this description conforms to the acceptance criteria in SRP 17.3, Sections A.6, Corrective Action. Therefore, the NRC staff finds that the Palisades Energy QAPM meets the requirements of Criterion XV, Nonconforming Materials, Parts, and Components, and Criterion XVI, Corrective Actions, of Appendix B to 10 CFR Part 50.

6.3.2.1.5 Regulatory Commitments Section A.7.a of the Palisades Energy QAPM states that Palisades Energy, LLC complies with the applicable QA guidance, with certain alternatives, as described in Table 1 of the QAPM.

Additionally, this section identifies additional clarifications for the application of guidance documents listed in Table 1. Table 1 includes descriptions of conformance and alternatives of the following documents:

RG 1.8, Personnel Qualification and Training, Revision 1 RG 1.30, Quality Assurance Requirements for the Installation, Inspection, and Testing of Instrumentation and Electric Equipment, Revision 0 RG 1.33, Quality Assurance Program Requirements, Revision 2 RG 1.37, Quality Assurance Requirements for Cleaning of Fluid Systems and Associated Components of Water-Cooled Nuclear Power Plants, Revision 0

OFFICIAL USE ONLY - PROPRIETARY INFORMATION OFFICIAL USE ONLY - PROPRIETARY INFORMATION RG 1.38, Quality Assurance Requirements for Packaging, Shipping, Receiving, Storage and Handling of Items for Water-Cooled Nuclear Power Plants, Revision 2 RG 1.39, Housekeeping Requirements for Water-Cooled Nuclear Power Plants, Revision 2 RG 1.58, Qualifications of Nuclear Power Plant Inspection, Examination, and Testing Personnel, Revision 1 RG 1.64, Quality Assurance Requirements for the Design of Nuclear Power Plants, Revision 2 RG 1.74, Quality Assurance Terms and Definitions, Revision 0 RG 1.88, Collection, Storage and Maintenance of Nuclear Power Plant Quality Assurance Records, Revision 2 RG 1.94, Quality Assurance Requirements for Installation, Inspection and Testing of Structural Steel during the construction Phase of Nuclear Power Plants, Revision 1 RG 1.116, Quality Assurance Requirements for Installation, Inspection and Testing of Mechanical Equipment and Systems, Revision 0-R RG 1.123, Quality Assurance Requirements for Control of Procurement of Items and Services for Nuclear Power Plants, Revision 1 RG 1.144, Auditing of Quality Assurance Programs for Nuclear Power Plants, Revision 1 RG 1.146, Qualification of Quality Assurance Program Audit Personnel for Nuclear Power Plants, Revision 0 Section A.7.b of the Palisades Energy QAPM states that the NRC will be notified of QAPM changes in accordance with the regulations in 10 CFR 50.54(a)(3) and (a)(4).

Except for replacing references to Entergy with Palisades Energy, LLC, removing references to other Entergy plants, and making editorial changes, the Palisades Energy QAPM did not deviate from the stated conformance with the regulatory guides as that in the Entergy QAPM, Revision

42. The NRC staff finds that Section A.7 of the Palisades Entergy QAPM is consistent with the previous NRC-approved Entergy QAPM, Revision 42, and is therefore acceptable.

6.3.2.2 Performance/Verification 6.3.2.2.1 Methodology Section B.1, Methodology, of the Palisades Energy QAPM states that personnel performing work activities such as operations, design, engineering, procurement, manufacturing, construction, installation, startup, maintenance, modification, are responsible for achieving acceptable quality. Work is accomplished and verified using instructions, procedures or other appropriate means. Criteria that define acceptable quality are specified, and quality is verified against these criteria. This section also requires that personnel performing verification activities are different personnel than those who performed the work.

The NRC staff reviewed the description of the methodology for performance and verification in Section B.1 of the Palisades Energy QAPM and determined that this description conforms to the acceptance criteria in SRP 17.3, Sections B.1, Methodology. Therefore, the NRC staff finds that the Palisades Energy QAPM meets the requirements of Criterion V, Instructions, Procedures, and Drawings, of Appendix B to 10 CFR Part 50.

OFFICIAL USE ONLY - PROPRIETARY INFORMATION OFFICIAL USE ONLY - PROPRIETARY INFORMATION 6.3.2.2.2 Design Control and Design Verification Section B.2, Design Control, of the Palisades Energy QAPM describes the design control program that is established and implemented to assure that activities associated with the design of SSCs, and equipment and modifications thereto are executed in a planned and controlled manner. The design control program includes provisions to control design inputs, processes, outputs, changes, interfaces, records, and organizational inputs. These provisions assure that:

Design inputs are correctly translated to design outputs.

The final design outputs relate the design input in sufficient detail to permit verification.

The design process ensures that items and activities are selected and independently verified.

Changes to final design are subjected to design control measures commensurate with those applied to the original design and approved by the organization that performed the original design or a qualified designee.

Interface controls are defined in procedures to develop, review, approve, release, distribute, and revise design inputs and outputs.

Design documentation and records are collected, stored, and maintained per documented procedures.

Section B.3, Design Verification, of the Palisades Energy QAPM describes the program and methods that are used to verify the design, including the use of design reviews, alternative calculations, and qualification testing. Independent testing verification is completed before the design outputs are used by other organizations for design work and before they are used to support other activities such as procurement, manufacturing, and construction. Design verification is performed by competent individuals or groups other than those who performed the original design.

In establishing design control and design verification, the Palisades Energy QAPM commits to conformance with RG 1.64, Revision, 2 with the clarifications in Section H of Table 1 in the QAPM.

The NRC staff reviewed the description of the design control and design verification program in Section B.2 and B.3 of the Palisades Energy QAPM and determined that this description conforms to the acceptance criteria in SRP 17.3, Sections B.2, Design Control, and B.3, Design Verification. Therefore, the NRC staff finds that the Palisades Energy QAPM meets the requirements in Criterion III, Design Control, of Appendix B to 10 CFR Part 50.

6.3.2.2.3 Procurement Control and Procurement Verification Section B.4, Procurement Control, of the Palisades Energy QAPM describes the procurement controls that are established and implemented to ensure that purchased items and services are of acceptable quality. This includes provisions for:

Evaluating prospective suppliers to select qualified suppliers.

OFFICIAL USE ONLY - PROPRIETARY INFORMATION OFFICIAL USE ONLY - PROPRIETARY INFORMATION Ensuring qualified suppliers continue to provide acceptable products and services.

Accepting purchased items and services through methods such as source verification, receipt inspection, pre-and post-installation tests, and certificates of conformance.

Ensuring that applicable technical, regulatory, administrative, and reporting requirements (e.g., specifications, codes, standards, tests, inspections, special processes, and 10 CFR Part 21) are invoked for procurement of items and services.

Ensuring appropriate controls for the selection, determination of suitability for intended use, evaluation, receipt, and quality of commercial-grade items are imposed.

Section B.5, Procurement Verification, of the Palisades Energy QAPM describes the program that is established and implemented to verify the quality of purchased items and services. This section states that the verification activities are conducted at intervals and to a depth consistent with the items or services importance to safety, complexity, and quantity.

In establishing procurement controls and procurement verification controls, the Palisades Energy QAPM commits to compliance with:

RG 1.33, Revision 2, with the clarifications in Section C of Table 1 in the QAPM RG 1.123, Revision 1, with the clarifications in Section M of Table 1 in the QAPM RG 1.144, Revision 1, with the clarifications in Section N of Table 1 in the QAPM The NRC staff reviewed the description of the program for procurement control and procurement verification in Sections B.4 and B.5 of the Palisades Energy QAPM, respectively.

and determined that this description conforms to the acceptance criteria in SRP 17.3, Sections B.4, Procurement Control, and B.5, Procurement Verification. Therefore, the NRC staff finds that the Palisades Energy QAPM meets the requirements in Criterion IV, Procurement Document Control, and Criterion VII, Control of Purchased of Material, Equipment, and Services, of Appendix B to 10 CFR Part 50.

6.3.2.2.4 Identification and Control of Items Section B.6, Identification and Control of Items, of the Palisades Energy QAPM describes the program that is established and implemented to identify and control items to prevent the use of incorrect or defective items. Identification of each item is maintained throughout fabrication, erection, installation, and use so that the item can be traced to it documentation.

In establishing the program for identification and control of items, the Palisades Energy QAPM commits to compliance with RG 1.33, Revision 2, with the clarifications in Section C of Table 1 in the QAPM.

The NRC staff reviewed the description of the program for identification and control of items in Section B.6 of the Palisades Energy QAPM and determined that this description conforms to the acceptance criteria in SRP 17.3, Section B.6, Identification and Control of Items. Therefore, the NRC staff finds that the Palisades Energy QAPM meets the requirements in Criterion VIII, Identification and Control of Materials, Parts, and Components, of Appendix B to 10 CFR Part 50.

OFFICIAL USE ONLY - PROPRIETARY INFORMATION OFFICIAL USE ONLY - PROPRIETARY INFORMATION 6.3.2.2.5 Handling, Storage, and Shipping Section B.7, Handling, Storage, and Shipping, of the Palisades Energy QAPM describes the program that is established and implemented to control the handling, storage, shipping, cleaning, and preserving of items to ensure the items maintain acceptability quality. This section states that special protective measures are specified and provided when required to maintain acceptable quality. Specific procedures are developed and used for cleaning, handling, storage, packaging, shipping, and preservice items. Items are marked and labeled during packaging, shipping, handling, and storage to identify, maintain, and preserve the items integrity and indicate the need for special controls.

In establishing controls for handling, storage, shipping, cleaning, and preserving items, the Palisades Energy QAPM commits to compliance with RG 1.38, Revision 2, with the clarifications in Section E of Table 1 in the QAPM.

The NRC staff reviewed the description of the program that is established and implemented to control the handling, storage, shipping, cleaning, and preserving of items in Section B.7 of the Palisades Energy QAPM and determined that this description conforms to the acceptance criteria in SRP 17.3, Section B.7, Handling Storage, and Shipping. Therefore, the NRC staff finds that the Palisades Energy QAPM meets the requirements in Criterion XIII, Handling, Storage and Shipping, of Appendix B to 10 CFR Part 50.

6.3.2.2.6 Test Control Section B.8, Test Control, of the Palisades Energy QAPM describes the test control program that is established and implemented to demonstrate that items will perform satisfactorily in service. The test control program includes proof tests before installation, pre-operational tests, post-maintenance tests, post-modification tests, and operational tests. This section also specifies the information that is documented in test procedures, and requirements for evaluation of test results and unacceptable test results.

In establishing the test control program, the Palisades Energy QAPM commits to compliance with RG 1.33, Revision 2, with the clarifications in Section C of Table 1 in the QAPM.

The NRC staff reviewed the description of the test control program in Section B.8 of the Palisades Energy QAPM and determined that this description conforms to the acceptance criteria in SRP 17.3, Section B.8, Test Control. Therefore, the NRC staff finds that the Palisades Energy QAPM meets the requirements in Criterion XI, Test Control, of Appendix B to 10 CFR Part 50.

6.3.2.2.7 Measuring and Test Equipment Section B.9, Measuring and Test Equipment Control, of the Palisades Energy QAPM describes the program that is established and implemented to control the calibration, maintenance, and use of measuring and test equipment (M&TE). This section includes descriptions of types of equipment covered by the M&TE program, requirements for labeling/tagging M&TE to indicate its calibration status and ensure its traceability, requirements for use of nationally recognized standards to calibrate the M&TE, and criteria for addressing M&TE equipment found out of calibration.

In establishing the controls of calibration, maintenance, and use of M&TE, the Palisades Energy QAPM commits to compliance with:

OFFICIAL USE ONLY - PROPRIETARY INFORMATION OFFICIAL USE ONLY - PROPRIETARY INFORMATION RG 1.30, Revision 0, with the clarification in Section B of Table 1 in the QAPM RG 1.33, Revision 2, with the clarification in Section C of Table 1 in the QAPM RG 1.94, Revision 1, with the clarification in Section K of Table 1 in the QAPM RG 1.116, Revision 0-R, with the clarification in Section L of Table 1 in the QAPM RG 1.123, Revision 1, with the clarifications in Section M of Table 1 in the QAPM The NRC staff reviewed the description of M&TE program in Section B.9 of the Palisades Energy QAPM and determined that this description conforms to the acceptance criteria in SRP 17.3, Section B.9, Measuring and Test Equipment Control. Therefore, the NRC staff finds that the Palisades Energy QAPM meets the requirements in Criterion XII, Control of Measuring and Test Equipment, of Appendix B to 10 CFR Part 50.

6.3.2.2.8 Inspection, Test, and Operating Status Section B.10, Inspection, Test, and Operating Status, of the Palisades Energy QAPM describes the measures that are implemented to indicate status of required inspections and tests and the operating status of items. This includes measures established to ensure inadvertent bypassing of inspections and tests and inadvertent operation of controlled equipment is precluded.

In establishing measures to indicate the status of required inspections and tests and the operating status of items, the Palisades Energy QAPM commits to compliance with RG 1.33, Revision 2, with the clarification in Section C of Table 1 in the QAPM.

The NRC staff reviewed the description of measures to indicate status of required inspections and tests and the operating status of items in Section B.10 of the Palisades Energy QAPM and determined that this description conforms to the acceptance criteria in SRP 17.3, Section B.10, Inspection, Test, and Operating Status. Therefore, the NRC staff finds that the Palisades Energy QAPM meets the requirements in Criterion XIV, Inspection, Test, and Operating Status, of Appendix B to 10 CFR Part 50.

6.3.2.2.9 Special Process Control Section B.11, Special Process Control, of the Palisades Energy QAPM describes the program that is established and implemented to ensure that special processes are properly controlled.

Special processes include welding, heat-treating, non-destructive examination, chemical cleaning, and unique fabricating or testing processes that require in-process controls.

In establishing the program for special process control, the Palisades Energy QAPM commits to compliance with RG 1.33, Revision 2, with the clarification in Section C of Table 1 in the QAPM.

The NRC staff reviewed the description of the program for special process control in Section B.11 of the Palisades Energy QAPM and determined that this description conforms to the acceptance criteria in SRP 17.3, Section B.11, Special Process Control. Therefore, the NRC staff finds that the Palisades Energy QAPM meets the requirements in Criterion IX, Control of Special Process, of Appendix B to 10 CFR Part 50.

OFFICIAL USE ONLY - PROPRIETARY INFORMATION OFFICIAL USE ONLY - PROPRIETARY INFORMATION 6.3.2.2.10 Inspection Section B.12, Inspection, of the Palisades Energy QAPM describes the program that is established and implemented for inspections of activities to verify conformance to the documented instructions, procedures and drawings for accomplishing the activity. This section states that provisions to identify inspection hold points are to be defined. Inspections are performed by qualified personnel other than those who performed or directly supervised the work being inspected. Inspection results are documented and reviewed by qualified personnel.

In establishing the program for inspection of activities affecting quality, the Palisades Energy QAPM commits to compliance with:

RG 1.33, Revision 2, with the clarification in Section C of Table 1 in the QAPM RG 1.58, Revision 1, with the clarification in Section G of Table 1 in the QAPM The NRC staff reviewed the description of the inspection program in Section B.12 of the Palisades Energy QAPM and determined that this description conforms to the acceptance criteria in SRP 17.3, Section B.12, Inspection. Therefore, the NRC staff finds that the Palisades Energy QAPM meets the requirements in Criterion X, Inspection, of Appendix B to 10 CFR Part 50.

6.3.2.2.11 Corrective Action Section B.13, Corrective Action, of the Palisades Energy QAPM describes measures implemented to provide for identification, evaluation, and resolution of CAQs. Reworked, repaired, and replacement items are inspected and tested per the original inspection and test requirements or specified alternatives.

In establishing the corrective actions program, the Palisades Energy QAPM commits to compliance with RG 1.33, Revision 2, with the clarification in Section C of Table 1 in the QAPM.

The NRC staff reviewed the description of the corrective actions program in Section B.13 of the Palisades Energy QAPM and determined that this description conforms to the acceptance criteria in SRP 17.3, Section B.13, Corrective Action. Therefore, the NRC staff finds that the Palisades Energy QAPM meets the requirements in Criterion XVI, Corrective Action, of Appendix B to 10 CFR Part 50.

6.3.2.2.12 Document Control Section B.14, Document Control, of the Palisades Energy QAPM describes the program that is established and implemented to control the development, review, approval, issue, use, and revision of documents. This section states the scope of the document control program includes safety analysis report, design documents, procurement documents, Technical Specifications, procedures, manuals, and plans, corrective action documents, and other documents as defined in procedures. Revisions of controlled documents are reviewed for adequacy and approved for release by the same organization that originally reviewed and approved the documents or by a designated organization that is qualified and knowledgeable.

In establishing the document control program, the Palisades Energy QAPM commits to compliance with RG 1.33, Revision 2, with the clarification in Section C of Table 1 in the QAPM.

OFFICIAL USE ONLY - PROPRIETARY INFORMATION OFFICIAL USE ONLY - PROPRIETARY INFORMATION The NRC staff reviewed the description of the document control program in Section B.14 of the Palisades Energy QAPM and determined that this description conforms to the acceptance criteria in SRP 17.3, Section B.14, Document Control. Therefore, the NRC staff finds that the Palisades Energy QAPM meets the requirements in Criterion VI, Document Control, of Appendix B to 10 CFR Part 50.

6.3.2.2.13 Records Section B.15, Records, of the Palisades Energy QAPM describes the program that is established and implemented to ensure that sufficient records of items and activities are generated and maintained to reflect completed work. This section states that the program provides provisions for the administration, receipt, storage, preservation, safekeeping, retrieval, and disposition of records. The program includes provisions for the use of various record storage media to maintain QA records. The records control program implements the guidance in NRC Generic Letter 88-18, Plant Record Stage on Optical Disk and Regulatory Issue Summary 2000-18, Guidance on Managing QA Records in Electronic Media.

In establishing the records control program, the Palisades Energy QAPM commits to compliance with RG 1.88, Revision 2, with the clarification in Section J of Table 1 in the QAPM.

The NRC staff reviewed the description of the record control program in Section B.15 of the Palisades Energy QAPM and determined that this description conforms to the acceptance criteria in SRP 17.3, Section B.15, Records. Therefore, the NRC staff finds that the Palisades Energy QAPM meets the requirements in Criterion XVII, Quality Assurance Records, of Appendix B to 10 CFR Part 50.

6.3.2.3 Audit 6.3.2.3.1 Methodology Section C.1, Methodology, of the Palisades Energy QAPM describes the methodology for performing audits. This includes organizations performing audits are to be technically and performance oriented commensurate with the activity being reviewed and audits are accomplished using instructions, procedures, or other appropriate means. Personnel performing audits have no direct responsibilities in the area they are assessing.

The NRC staff reviewed the description of the methodology for audits in Section C.1 of the Palisades Energy QAPM and determined that this description conforms to the acceptance criteria in SRP 17.3, Sections C.1, Methodology.

6.3.2.3.2 Performance Section C.2, Performance, of the Palisades Energy QAPM states that a program of planned and periodic audits is established and implemented to confirm that activities affecting quality comply with the Palisades Energy QAPM and that the QAPM has been implemented effectively.

Audit frequencies are implemented as required by applicable CFRs, safety analysis report, and commitments by various correspondences. Audits are performed per approved written procedures or checklists. Audits are conducted with frequencies as follows:

Functional areas important to safety are assessed annually, which can be extended by up to 3 months to identify strengths and weaknesses and to determine the level and focus of independent oversight activities for the next year. The basis for the assessment

OFFICIAL USE ONLY - PROPRIETARY INFORMATION OFFICIAL USE ONLY - PROPRIETARY INFORMATION includes the results of audits and surveillance, NRC inspections, Licensee Event Reports (LERs), self-assessments, and applicable Conditions Reports (CRs).

Assessments are documented, reviewed, and approved by QA management.

Unit operational conformance to provisions contained within the Technical Specifications and applicable license conditions is audited at least once every 24 months.

Performance, training, and qualifications of the entire staff are audited at least once every 24 months.

Results of actions taken to correct deficiencies occurring in unit equipment, structure, systems, or method of operation that affect nuclear safety are audited at least once every 24 months.

The performance of activities required by the QAPM to meet the criteria of Appendix B to 10 CFR Part 50 are audited at least once every 24 months.

The Offsite Dose Calculation Manual and Process Control Program and implementing procedures are audited at least once every 24 months.

The Radiological Environmental Monitoring Program and the results thereof is audited at least once every 24 months.

A fire protection and loss prevention program inspection and audit are performed using either off-site licensee personnel or an outside fire protection firm at least once every 24 months.

The fire protection program and implementing procedures are audited at least once every 24 months.

A fire protection and loss prevention program inspection are audited at least once every 36 months using an outside fire consultant.

Section C.2 of the Palisades Energy QAPM states that for 24-month frequency internal audit frequencies, a grace period of 90 days may be applied. For activities deferred per the 90-day grace period, the next performance due date will be based on their originally scheduled due date.

In establishing the internal audit program, the Palisades Energy QAPM commits to compliance with:

RG 1.33, Revision 2, with the clarifications in Section C of Table 1 in the QAPM RG 1.144, Revision 1, with the clarifications in Section N of Table 1 in the QAPM The NRC staff reviewed the description of the internal audit program in Section C.2 of the Palisades Energy QAPM and determined that this description conforms to the acceptance criteria in SRP 17.3, Section C.2, Assessment. Therefore, the NRC staff finds that the Palisades Energy QAPM meets the requirements in Criterion XVIII, Audits, of Appendix B to 10 CFR Part 50.

OFFICIAL USE ONLY - PROPRIETARY INFORMATION OFFICIAL USE ONLY - PROPRIETARY INFORMATION 6.3.2.4 Independent Safety Review Section D.1, Description, of the Palisades Energy QAPM states that independent safety review is performed to meet Palisades Energy, LLC commitment to NUREG-0737, Section l.B.1.2, Independent Safety Engineering Group, as described in the units safety analysis report.

Except for replacing references to individual units with Palisades Energy, LLC, the Palisades Energy QAPM did not deviate from the stated criteria for the performance of independent safety reviews as that in the Entergy QAPM, Revision 42. The NRC staff finds that Section D.1 of the Palisades Entergy QAPM is consistent with the previous NRC-approved Entergy QAPM, Revision 42, and is therefore acceptable.

6.3.3 Palisades Energy QAPM Conclusion The Palisades Energy QAPM delineates the policies, processes, and controls established by Palisades Energy, LLC and associated implementing documents for establishing quality assurance requirements for PNP. The Palisades Energy QAPM provide for control of activities affecting the quality of safety-related SSCs and includes all planned and systematic activities necessary to provide adequate confidence that such SSCs will perform satisfactorily in-service.

The NRC staff used the acceptance criteria in SRP Section 17.3 as the basis for evaluating the compliance of the Palisades Energy QAPM with the provisions of Appendix B to 10 CFR Part 50 and concludes that the Palisades Energy QAPM satisfies the acceptance criteria within SRP Section 17.3. The NRC staff conclude that the Palisades Energy QAPM meets the requirements in Appendix B to 10 CFR Part 50 and is therefore acceptable.

6.4 Technical Qualifications Conclusion The NRC staff has reviewed the Applicants request to transfer operational authority from HDI, the current licensed decommissioning operator, to OPCO, as the licensed operator for PNP.

The Applicants have described OPCOs management and technical support organization. The Applicants have provided a detailed description of OPCOs operating organization as the proposed licensed operator of PNP as a result of the license transfer. The Applicants explained OPCOs technical qualifications, staffing plans and levels and qualification requirements for the proposed staff. The NRC staff has reviewed the Palisades Energy QAPM, which delineates the policies, processes, and controls established by Palisades Energy, LLC and associated implementing documents for establishing quality assurance requirements for PNP.

Based on the review of the LTA, the NRC staff concludes that OPCO will be an acceptable licensed operator organization and have adequate resources to provide technical support for the restart, operation and maintenance of PNP. In addition, the NRC staff concludes that the Palisades Energy QAPM provides for the adequate control of activities affecting quality of safety-related SSCs and includes all planned and systematic activities necessary to provide adequate confidence that such SSCs will perform satisfactorily in-service.

Therefore, the NRC staff concludes that the Applicants have provided reasonable assurance that OPCO has met the relevant technical requirements of 10 CFR 50.80, 10 CFR 50.34(b)(6),

10 CFR 50.34(b)(7), and Appendix B to 10 CFR Part 50. Accordingly, in light of the foregoing evaluation, the NRC staff concludes that OPCO is technically qualified to hold the PNP Licenses to support the restart, operation, and maintenance of PNP, as proposed.

OFFICIAL USE ONLY - PROPRIETARY INFORMATION OFFICIAL USE ONLY - PROPRIETARY INFORMATION

7.0 ANTITRUST REVIEW

The Act does not require or authorize antitrust reviews of post-operating license transfer applications.4 The Application postdates the issuance of the operating license for the reactor units; therefore, no antitrust review is required or authorized. The Licenses do not contain any antitrust conditions. Therefore, there are no antitrust issues to be considered in connection with the conforming license amendments.

8.0 FOREIGN OWNERSHIP, CONTROL, OR DOMINATION Sections 103d and 104d of the AEA prohibit the NRC from issuing a license for a nuclear power plant 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.

The NRCs regulation, 10 CFR 50.38, contains language to implement this prohibition.

According to the Applicants, Holtec is a privately held corporation and is controlled by its Board of Directors, all of whom are U.S. citizens. The directors are ultimately appointed by Holtecs owners, who are trust companies organized in the State of Florida and the State of Nevada and are controlled by U.S. citizens. Holtec has been U.S.-owned since its inception in 1986 without any non-U.S. control or domination. Holtec Power, NAMCo, Holtec Palisades, HDI, and OPCO, are all directly or indirectly under Holtecs control, and all the directors and executive committee members are U.S. citizens.

Further, the Applicants state that, through its Executive Committee, Holtec will exercise corporate parent approval and oversight of Holtec Palisades and OPCO, including budgetary approvals, financial performance, hiring decisions for senior management, and approval of major capital expenditures. All the members of the Holtec Executive Committee are U.S.

citizens. All the managers and principal officers of the intermediate Holtec subsidiaries, Holtec Power and NAMCo, are U.S. citizens. All the principal officers of Holtec Palisades and OPCO who will have direct responsibility for NRC-regulated activities are U.S. citizens. As such, OPCO and Holtec Palisades will not be owned, controlled, or dominated by any foreign person.

Finally, as the licensed entity with possession of and responsibility for direct oversight and control of the site, OPCO will act for itself and on behalf of Holtec Palisades as its agent. OPCO and Holtec Palisades are not acting as the agent or representative of any other entity in the proposed transfer.

Based on this information, the NRC staff finds that the direct transfer of the facility operating license to OPCO as proposed in the application does not raise any issues related to FOCD within the meaning of the AEA and NRC regulations. In light of the above and pursuant to Sections 103d and 104d of the AEA and 10 CFR 50.38, the NRC staff concludes that it does not know, or have reason to believe, that any of the Applicants or their respective owners will be owned, controlled, or dominated by an alien, a foreign corporation, or a foreign government, as a result of the direct or indirect license transfers.

9.0 NUCLEAR INSURANCE

AND INDEMNITY Consistent with NRC practice and regulations, the NRC staff will require Holtec Palisades and OPCO to provide and maintain onsite property insurance as specified in 10 CFR 50.54(w).

4 Kansas Gas and Electric Co., et al. (Wolf Creek Generating Station, Unit 1), CLI-99-19, 49 NRC 441 (1999).

OFFICIAL USE ONLY - PROPRIETARY INFORMATION OFFICIAL USE ONLY - PROPRIETARY INFORMATION Holtec Palisades and OPCO also will be required to provide evidence that they have obtained the appropriate amount of offsite liability insurance in accordance with 10 CFR 140.11(a)(4),

which will be effective concurrent with the date of the license transfers and amended indemnity agreement. (Note that exemptions to reduce the minimum coverage limit of onsite property damage insurance and to reduce the level of offsite liability insurance were approved by the NRC on December 22, 2023, and December 26, 2023, respectively, in view of Palisades entering decommissioning status.)

Following receipt of December 6, 2023, LTA, NRC received a letter from Holtec Palisades, dated October 9, 2024 (ML24283A094), in which they state that in view of Palisades restart activities, the previously approved exemptions are no longer warranted. By means of that letter, HDI requested that the NRC rescind both the Palisades exemption from the requirements of 10 CFR 50.54(w)(1) regarding onsite property damage insurance and the Palisades exemption from the requirements of 10 CFR 140.11(a)(4) regarding offsite primary and secondary liability insurance and the associated license amendment.

Pursuant to the requirements of the Price-Anderson Act (Section 170 of the AEA) and the NRCs implementing regulations in 10 CFR Part 140, the current indemnity agreement must be modified to reflect that, after the proposed license transfers take effect, Holtec Palisades (licensed owner) and OPCO (licensed operator) will be the sole licensees for Palisades for purposes of operating Palisades.

In a supplement dated July 16, 2025, Holtec provided documentary evidence that the on-site property damage insurance coverage and off-site nuclear liability coverage required by 10 CFR 140.11(a)(4) and 10 CFR 50.54(w) of the Commissions regulations has been obtained and will be in effect on the effective date of the license transfer.

Based on the above, the NRC staff concludes that the proposed license transfer satisfies the nuclear insurance and indemnity requirements of 10 CFR Part 140 and 10 CFR Part 50.

10.0 APPLICANTS COMMITMENTS In a letter dated July 16, 2025 (ML25197A526), the Applicants stated that they were providing documentary evidence of satisfying the four commitments made in the license transfer application, dated December 6, 2023 (ML23340A161).

Regarding Commitment 1 associated with the notice of the planned closing date for proposed transaction and transfer of operating authority so that NRC can issue the license amendment, Holtec stated that the planned date for the transfer of the operational authority from HDI to OPCO is July 24, 2025.

Regarding Commitment 2 associated with proof that on-site property damage insurance coverage and off-site nuclear liability coverage, as required by NRC, Holtec stated that it provided proof of on-site property damage insurance coverage and off-site nuclear liability coverage required by 10 CFR 140.11(a)(4) and 10 CFR 50.54(w)(1). The NRC staffs evaluation of this information is in Section 9.0 of this SE.

Regarding Commitment 3 associated with evidence that Holtec Palisades has provided sufficient financial assurance for decommissioning to satisfy the requirements applicable to an operating reactor pursuant to 10 CFR 50.75 and 72.30, Holtec stated that it provided updated

OFFICIAL USE ONLY - PROPRIETARY INFORMATION OFFICIAL USE ONLY - PROPRIETARY INFORMATION calculations and documentation to show that the decommissioning funding requirements are met. The NRC staffs evaluation of this information is in Section 5.0 of this SE.

Regarding Commitment 4 associated with evidence that the PNP organization meets the staffing and qualification requirements set forth in the power operations Technical Specifications, Physical Security Plan, Emergency Plan, QAPM, and UFSAR, Holtec stated that it provided evidence to satisfy the staffing and qualification expectations. The NRC staffs evaluation of this information is in Section 6.0 of this SE.

The NRC staff has reviewed the supplemental information provided in the letter dated July 16, 2025, and finds that the commitments are satisfied.

11.0

SUMMARY

Based on the foregoing, the NRC staff concludes that Holtec Palisades and OPCO are financially qualified to hold the license for Palisades and the general license for the Palisades ISFSI, as described in the application. Additionally, the NRC staff concludes that OPCO is technically qualified to hold the license for Palisades and the general license for the Palisades ISFSI, and to engage in the proposed restart, operations, and maintenance activities, as described in the application. Additionally, the NRC staff finds that the Applicants have satisfied the NRCs decommissioning funding assurance requirements and the applicable onsite and offsite insurance requirements. Further, the NRC staff finds that the Applicants are not owned, controlled, or dominated by a foreign entity, and transfer of the Licenses will not be inimical to the common defense and security. Accordingly, the NRC staff concludes, based on the considerations discussed above, that (1) the proposed transferees are qualified to be the direct and holders of Renewed Facility Operating License No. DPR-20 and (2) the direct transfer of the license is otherwise consistent with the applicable provisions of law, regulations, and orders issued by the Commission pursuant thereto.

12.0 CONFORMING LICENSE AMENDMENT 12.1 Conforming Amendment The Applicants requested a conforming amendment to RFOL No. DPR-20 for Palisades. The proposed conforming amendment reflects the proposed transfer of operating authority from HDI to OPCO. The proposed conforming amendment does not involve any change in the design or licensing basis, plant configuration, or the requirements of the licenses.

The NRC staff reviewed the proposed changes to RFOL No. DPR-20, and determined that they involve no safety questions, are administrative in nature, and are necessary to reflect the approved license transfer. Accordingly, the NRC staff concludes that the proposed conforming amendment is acceptable.

While the issuance of this conforming amendment reflects OPCO as the licensed operator of PNP, this conforming amendment does not authorize power operations at PNP or otherwise modify PNPs licensing basis. As described in Section 3.4 of this SE, the NRC staff is issuing the licensing and regulatory actions associated with reauthorizing power operations at PNP concurrent with its approval of this license transfer. However, OPCO will not be authorized to operate PNP until the effective dates of those actions.

OFFICIAL USE ONLY - PROPRIETARY INFORMATION OFFICIAL USE ONLY - PROPRIETARY INFORMATION 12.2 No Significant Hazards Consideration As provided in 10 CFR 2.1315, unless otherwise determined by the Commission with regard to a specific application, the Commission has determined that any amendment to the license of a utilization facility, which does no more than conform the license to reflect the transfer action, involves no significant hazards consideration. No contrary determination has been made by the Commission with regard to this specific application.

12.3 Conforming License Amendments Conclusion The Commission has concluded, based on the considerations discussed above, that (1) there is 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 issuance of the amendments will not be inimical to the common defense and security or to the health and safety of the public.

13.0 HEARING REQUESTS AND PUBLIC COMMENTS On August 7, 2024, the NRC published a notice of consideration of approval of the proposed license transfer and conforming license amendment in the Federal Register (89 FR 64493). This notice provided an opportunity to comment, request a hearing, and petition for leave to intervene on the LTA. The NRC received no public comments on the LTA. On August 27, 2024, Beyond Nuclear, Michigan Safe Energy Future, and Don't Waste Michigan, filed a request for a hearing on the LTA (ML24240A210). On April 29, 2025 (ML25119A109), the NRC Commission issued an order (CLI-25-3) denying the hearing request.

14.0 STATE CONSULTATION

In accordance with the Commissions regulations, on July 11, 2025, officials for the State of Michigan were notified of the proposed license transfer and draft conforming amendments.

15.0 ENVIRONMENTAL CONSIDERATION

The subject application is for approval of a transfer of the PNP Licenses issued by the NRC and for approval of an associated conforming license amendment to reflect the approval of the transfer. In accordance with 10 CFR 51.30, 51.31, and 51.32, the Commission has determined that the approval of this license transfer application and conforming license amendment will not have a significant effect on the quality of the human environment as discussed in the NRC staffs Environmental Assessment and Finding of No Significant Impact issued on May 30, 2025 (90 FR 23071).

16.0 CONCLUSION

The Commission has concluded, based on the considerations discussed above, that: (1) the proposed transferees are qualified to be the holders of the Licenses and (2) transfer of the Licenses is otherwise consistent with applicable provisions of law, regulations, and orders issued by the Commission pursuant thereto.

The Commission has concluded, based on the considerations discussed above, that: (1) there is 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

OFFICIAL USE ONLY - PROPRIETARY INFORMATION OFFICIAL USE ONLY - PROPRIETARY INFORMATION conducted in compliance with the Commissions regulations, and (3) the issuance of the amendment will not be inimical to the common defense and security or to the health and safety of the public.

17.0 REFERENCES

1. Holtec Decommissioning International, LLC Letter to the US NRC, Supplement to Application for Order Consenting to Transfer of Control of License and Approving Conforming License Amendments, Proposed Power Operations Quality Assurance Program Manual, Revision 0, dated May 23, 2024 (ML24144A106)

2. Holtec Decommissioning International, LLC Letter to the US NRC, Application for Order Consenting to Transfer of Control of License and Approving Conforming License Amendments, dated December 6, 2023 (ML23340A161)

3. Request for Additional Information by the Office of Nuclear Reactor Regulation: Palisades Nuclear Plant License Transfer As Part of Restart Effort Holtec Decommissioning International, LLC, dated October 21, 2024 (ML24295A362)

4. Holtec Decommissioning International, LLC Letter to the US NRC, Response to Requests for Additional Information Regarding Supplement to Application for Order Consenting to Transfer of Control of License and Approving Conforming License Amendments, Proposed Power Operations Quality Assurance Program Manual, Revision 0, dated November 19, 2024 (ML24324A207)

5. Holtec Decommissioning International, LLC Letter to the US NRC, Supplement to the Response to Requests for Addition Information Regarding Supplement to Application for Order Consenting to Transfer of Control of License and Approving Conforming License Amendments, Proposed Power Operations Quality Assurance Program Manual, Revision 0, dated December 13, 2024 (ML24348A160)

6. Entergy Operations Inc. and Entergy Nuclear Operations, Inc. Letter to the US NRC, Annual Report for Entergy Quality Assurance Program Manual changes under 10 CFR 50.54(a)(3), 10 CFR 71.106, and 10 CFR 72.140(d). Notification of Application of Approved Appendix B to 10 CFR 72 subpart G, dated April 14, 2022 (ML22104A078)

7. NUREG-0800, Standard Review Plan for Review of Safety Analysis Reports for Nuclear Power Plants, Section 17.3, Quality Assurance Program Description, Revision 0, dated August 1990 (ML052350376)

Principal Contributors: Richard Turtil, NMSS Maurin Scheetz, NMSS Deanna Zhang, NRR Date of issuance: July 24, 2025