ML082810188: Difference between revisions

From kanterella
Jump to navigation Jump to search
(Created page by program invented by StriderTol)
 
(Created page by program invented by StriderTol)
 
(2 intermediate revisions by the same user not shown)
Line 2: Line 2:
| number = ML082810188
| number = ML082810188
| issue date = 10/03/2008
| issue date = 10/03/2008
| title = Calvert Cliffs, Independent Spent Fuel Storage Installation, Nine Mile Point, R. E. Ginna - Application for Approval of 10 CFR 50.80 and 10 CFR 72.50 Indirect Transfers of Control of Licenses Pursuant to Section 184 of the Atomic Energy
| title = Independent Spent Fuel Storage Installation, Nine Mile Point, R. E. Ginna - Application for Approval of 10 CFR 50.80 and 10 CFR 72.50 Indirect Transfers of Control of Licenses Pursuant to Section 184 of the Atomic Energy
| author name = Barron H B
| author name = Barron H
| author affiliation = Calvert Cliffs Nuclear Power Plant, Inc, Constellation Energy Nuclear Group, LLC, MidAmerican Energy Holdings Co, Nine Mile Point Nuclear Station, LLC, R. E. Ginna Nuclear Power Plant, LLC
| author affiliation = Calvert Cliffs Nuclear Power Plant, Inc, Constellation Energy Nuclear Group, LLC, MidAmerican Energy Holdings Co, Nine Mile Point Nuclear Station, LLC, R. E. Ginna Nuclear Power Plant, LLC
| addressee name =  
| addressee name =  
Line 15: Line 15:


=Text=
=Text=
{{#Wiki_filter:Henry B. Barron Constellation Energy Nuclear Group President, CEO & Chief Nuclear Officer 100 Constellation Way Suite 1800P Baltimore, MD 21202 0 Constellation Energy Nuclear Group October 3, 2008 U. S. Nuclear Regulatory Commission Washington, D.C. 20555 ATTENTION:
{{#Wiki_filter:Henry B. Barron                                                 Constellation Energy Nuclear Group President, CEO & Chief Nuclear Officer                         100 Constellation Way Suite 1800P Baltimore, MD 21202 0         Constellation Energy Nuclear Group October 3, 2008 U. S. Nuclear Regulatory Commission Washington, D.C. 20555 ATTENTION:                 Document Control Desk
Document Control Desk  


==SUBJECT:==
==SUBJECT:==
Calvert Cliffs Nuclear Power Plant Unit Nos. 1 & 2; Docket Nos. 50-317 & 50-318 Calvert Cliffs Independent Spent Fuel Storage Installation Docket No. 72-8 Nine Mile Point Nuclear Station Unit Nos. 1 & 2; Docket Nos. 50-220 & 50-410 R. E. Ginna Nuclear Power Plant Docket Nos. 50-244 Application for Approval of 10 CFR 50.80 and 10 CFR 72.50 Indirect Transfers of Control of Licenses Pursuant to Section 184 of the Atomic Energy Act, as amended, 10 CFR 50.80, and 10 CFR 72.50, Constellation Energy Nuclear Group, LLC (CENG), on behalf of Calvert Cliffs Nuclear Power Plant, Inc.(CCNPPI), Nine Mile Point Nuclear Station, LLC (NMPNSL) and R. E. Ginna Nuclear Power Plant, LLC (REGNPPL), and MidAmerican Energy Holdings Company (MEHC) (together, Applicants) hereby submit an application seeking U.S. Nuclear Regulatory Commission (NRC) consent to the indirect transfers of control of the following NRC licenses:  
Calvert Cliffs Nuclear Power Plant Unit Nos. 1 & 2; Docket Nos. 50-317 & 50-318 Calvert Cliffs Independent Spent Fuel Storage Installation Docket No. 72-8 Nine Mile Point Nuclear Station Unit Nos. 1 & 2; Docket Nos. 50-220 & 50-410 R. E. Ginna Nuclear Power Plant Docket Nos. 50-244 Application for Approval of 10 CFR 50.80 and 10 CFR 72.50 Indirect Transfers of Control of Licenses Pursuant to Section 184 of the Atomic Energy Act, as amended, 10 CFR 50.80, and 10 CFR 72.50, Constellation Energy Nuclear Group, LLC (CENG), on behalf of Calvert Cliffs Nuclear Power Plant, Inc.
(1) Calvert Cliffs Nuclear Power Plant, Unit Nos. 1 &2 (CCNPP), Operating Licenses DPR-53 & DPR-69; (2) Calvert Cliffs Independent Spent Fuel Storage Installation Facility (ISFSI), Materials License No. SNM-2505; (3) Nine Mile Point Nuclear Station, Unit Nos. 1 & 2 (NMPNS), Operating Licenses DPR-63 & NPF-69; and (4) R. E. Ginna Nuclear Power Plant (Ginna), Operating License DPR-18 (collectively, the Licenses).
(CCNPPI), Nine Mile Point Nuclear Station, LLC (NMPNSL) and R. E. Ginna Nuclear Power Plant, LLC (REGNPPL), and MidAmerican Energy Holdings Company (MEHC) (together, Applicants) hereby submit an application seeking U.S. Nuclear Regulatory Commission (NRC) consent to the indirect transfers of control of the following NRC licenses: (1) Calvert Cliffs Nuclear Power Plant, Unit Nos. 1 &
The indirect transfers of control would result from the proposed acquisition by merger of CENG's parent corporation, Constellation Energy Group, Inc. (CEG), by MEHC.The proposed transaction will be accomplished through the involvement of four entities:
2 (CCNPP), Operating Licenses DPR-53 & DPR-69; (2) Calvert Cliffs Independent Spent Fuel Storage Installation Facility (ISFSI), Materials License No. SNM-2505; (3) Nine Mile Point Nuclear Station, Unit Nos. 1 & 2 (NMPNS), Operating Licenses DPR-63 & NPF-69; and (4) R. E. Ginna Nuclear Power Plant (Ginna), Operating License DPR-18 (collectively, the Licenses). The indirect transfers of control would result from the proposed acquisition by merger of CENG's parent corporation, Constellation Energy Group, Inc. (CEG), by MEHC.
CEG, MEHC, an Iowa corporation, MEHC Merger Sub, Inc. (the Merger Sub), a Maryland corporation and a wholly owned subsidiary of MEHC, and Constellation Energy Holdings, LLC (CEHLLC), a Delaware Limited Liability Company. Upon consummation of the transaction, the separate existence of the Merger Sub will cease and the Merger Sub will be merged with and into CEG. MidAmerican Energy Holdings Company will indirectly own 100% of CEG through its direct wholly owned subsidiary CEHLLC, a holding company whose existence is attributable to tax planning and other non-operational purposes.Constellation Energy Group, Inc. will continue its corporate existence and CEG's articles of incorporation and bylaws will be amended in their entirety to be the same as the articles of incorporation and bylaws of the Merger Sub. Upon consummation of the transaction, each of the directors of CEG will resign and the Document Control Desk October 3, 2008 Page 2 directors of the Merger Sub will become CEG's directors, as described in Attachment (1). The officers of CEG will remain as such until their successors have been duly elected or appointed and qualified.
The proposed transaction will be accomplished through the involvement of four entities: CEG, MEHC, an Iowa corporation, MEHC Merger Sub, Inc. (the Merger Sub), a Maryland corporation and a wholly owned subsidiary of MEHC, and Constellation Energy Holdings, LLC (CEHLLC), a Delaware Limited Liability Company. Upon consummation of the transaction, the separate existence of the Merger Sub will cease and the Merger Sub will be merged with and into CEG. MidAmerican Energy Holdings Company will indirectly own 100% of CEG through its direct wholly owned subsidiary CEHLLC, a holding company whose existence is attributable to tax planning and other non-operational purposes.
Constellation Energy Group, Inc. thus will remain the parent company of the licensee subsidiaries of CENG (the CENG Companies), and there will be no change in CEG's direct and indirect ownership of these licensees, as shown in Attachment (2). A list of directors and principal executive officers of CENG and CENG Companies is included as Attachment (5).The information contained in this Application, including Attachment (1), demonstrates that CENG and the CENG Companies will continue to possess the requisite qualifications to own and operate the licensed facilities in accordance with the Licenses.
Constellation Energy Group, Inc. will continue its corporate existence and CEG's articles of incorporation and bylaws will be amended in their entirety to be the same as the articles of incorporation and bylaws of the Merger Sub. Upon consummation of the transaction, each of the directors of CEG will resign and the
The proposed indirect transfers of control will not result in any change in the role of CENG's subsidiaries as the licensed operators of the facilities and will not result in any changes to their financial qualifications, decommissioning funding assurance, or technical qualifications.
 
No physical changes will be made to the facilities and there will be no changes in day-to-day operations as a result of these transfers.
Document Control Desk October 3, 2008 Page 2 directors of the Merger Sub will become CEG's directors, as described in Attachment (1). The officers of CEG will remain as such until their successors have been duly elected or appointed and qualified.
The indirect transfers of control will not involve any changes to the current licensing bases. The transfer will neither have any adverse impact on the public health and safety, nor be inimical to the common defense and security.
Constellation Energy Group, Inc. thus will remain the parent company of the licensee subsidiaries of CENG (the CENG Companies), and there will be no change in CEG's direct and indirect ownership of these licensees, as shown in Attachment (2). A list of directors and principal executive officers of CENG and CENG Companies is included as Attachment (5).
Finally, this request for transfers of control of licenses will not result in the licensees becoming owned, controlled, or dominated by a foreign entity.The Applicants therefore respectfully request that the NRC consent to the transfers of control in accordance with 10 CFR 50.80 and 10 CFR 72.50.This request includes a proprietary, separately bound addendum, labeled Attachment (3A), which contains confidential commercial and financial information.
The information contained in this Application, including Attachment (1), demonstrates that CENG and the CENG Companies will continue to possess the requisite qualifications to own and operate the licensed facilities in accordance with the Licenses. The proposed indirect transfers of control will not result in any change in the role of CENG's subsidiaries as the licensed operators of the facilities and will not result in any changes to their financial qualifications, decommissioning funding assurance, or technical qualifications. No physical changes will be made to the facilities and there will be no changes in day-to-day operations as a result of these transfers. The indirect transfers of control will not involve any changes to the current licensing bases. The transfer will neither have any adverse impact on the public health and safety, nor be inimical to the common defense and security. Finally, this request for transfers of control of licenses will not result in the licensees becoming owned, controlled, or dominated by a foreign entity.
The Applicants request that Attachment (3A) be withheld from public disclosure pursuant to 10 CFR 9.17(a)(4) and the policy reflected in 10 CFR 2.390, as described in the Affidavit of Henry B. Barron, which is provided in Attachment (4). A non-proprietary version of Attachment (3A) suitable for public disclosure is provided as Attachment (3) hereto.The parties to the proposed transaction anticipate closing within seven months from the date of the definitive merger agreement (September 19, 2008),'subject to receipt of all required regulatory approvals.
The Applicants therefore respectfully request that the NRC consent to the transfers of control in accordance with 10 CFR 50.80 and 10 CFR 72.50.
Applicants request that the NRC review this Application on a schedule that will permit the NRC to issue its consent to the indirect license transfers as promptly as possible and are prepared to work closely with the NRC staff to expedite the Application's review, but request approval, in any event, by March 31, 2009. The Applicants further request that such consent become immediately effective upon issuance and that it permit the indirect transfers of control to be implemented at any time within the customary one year of the date of approval of this Application.
This request includes a proprietary, separately bound addendum, labeled Attachment (3A), which contains confidential commercial and financial information.                 The Applicants request that Attachment (3A) be withheld from public disclosure pursuant to 10 CFR 9.17(a)(4) and the policy reflected in 10 CFR 2.390, as described in the Affidavit of Henry B. Barron, which is provided in Attachment (4). A non-proprietary version of Attachment (3A) suitable for public disclosure is provided as Attachment (3) hereto.
Applicants will keep the NRC informed of any significant developments that have a material impact on the transaction schedule.This letter contains regulatory commitments as noted in Attachment (6).Should you have any questions or require additional information regarding this request for transfers of control of licenses, please contact Louis Larragoite at 410-495-5245 or Louis.S.Larragoite@constellation.com.
The parties to the proposed transaction anticipate closing within seven months from the date of the definitive merger agreement (September 19, 2008),'subject to receipt of all required regulatory approvals.
Service of any comments, hearing requests, intervention petitions, or other filings should be made to: Daniel F. Stenger, Hogan & Hartson LLP, 555 Thirteenth Street, NW, Washington, DC 20004, tel: 202.637.5691, email: DFStenger@hhlaw.com (counsel for CENG); and John O'Neill, Pillsbury Winthrop Shaw Pittman LLP, 2300 N Street, NW, Washington, DC 20037, tel. 202.663.8148, email: john.o'neill@pillsburylaw.com (counsel for MEHC).
Applicants request that the NRC review this Application on a schedule that will permit the NRC to issue its consent to the indirect license transfers as promptly as possible and are prepared to work closely with the NRC staff to expedite the Application's review, but request approval, in any event, by March 31, 2009. The Applicants further request that such consent become immediately effective upon issuance and that it permit the indirect transfers of control to be implemented at any time within the customary one year of the date of approval of this Application. Applicants will keep the NRC informed of any significant developments that have a material impact on the transaction schedule.
Document Control Desk October 3, 2008 Page 3 Sincerely, Henry B. Barron Chief Nuclear Officer Constellation Energy Nuclear Group, LLC STATE OF MARYLAND TO WIT: CITY OF BALTIMORE I, Henry B. Barron, state that I am the Chief Nuclear Officer for Constellation Energy Nuclear Group, LLC, for Calvert Cliffs Nuclear Power Plant, Inc., Nine Mile Point Nuclear Station, LLC, and R. E.Ginna Nuclear Power Plant, LLC, and that I am duly authorized to execute and file this request on behalf of these companies.
This letter contains regulatory commitments as noted in Attachment (6).
To the best of my knowledge and belief, the statements contained in this document with respect to these companies are true and correct. To the extent that these statements are not based on my personal knowledge, they are based upon information provided by employees and/or consultants of the companies.
Should you have any questions or require additional information regarding this request for transfers of control       of   licenses,     please     contact   Louis     Larragoite     at     410-495-5245       or Louis.S.Larragoite@constellation.com.         Service of any comments, hearing requests, intervention petitions, or other filings should be made to: Daniel F. Stenger, Hogan & Hartson LLP, 555 Thirteenth Street, NW, Washington, DC 20004, tel: 202.637.5691, email: DFStenger@hhlaw.com (counsel for CENG); and John O'Neill, Pillsbury Winthrop Shaw Pittman LLP, 2300 N Street, NW, Washington, DC 20037, tel. 202.663.8148, email: john.o'neill@pillsburylaw.com (counsel for MEHC).
Such information has been reviewed in accordance with company practice, and I believe it to be reliable.Subscribe and sworn forme, a Notary Public in and for the State of Maryland and City of Baltimore, this day of / 2008.WITNESS my Hand and Notarial Seal: My Commission Expires: A i// ________at
 
/ V/IDate Document Control Desk October 3, 2008 Page 4 Sincerely, 4 imJ Fhman Senior Vice President MidAmerican Energy Holdings Company STATE OF MARYLAND CITY OF BALTIMORE: TO WIT: I, William J. Fehrman, state that I am Senior Vice President of MidAmerican Energy Holdings Company (MEHC), and that I am duly authorized to execute and file this request on its behalf. To the best of my knowledge and belief, the statements contained in this document with regard to MEHC are true and correct. To the extent that those statements are not based on my personal knowledge, they are based upon information provided by employees and/or consultants of MEHC. Such information has been reviewed in accordance with company practice, and I believe it to be reliable.Subs cribe and swor for me, a Notary Public in and for the State of Maryland and City of Baltimore, this day of 22 -" , 2008.WITNESS my Hand and Notarial Seal: My Commission Expires: ,//Date Document Control Desk October 3, 2008 Page 5 Attachments:
Document Control Desk October 3, 2008 Page 3 Sincerely, Henry B. Barron Chief Nuclear Officer Constellation Energy Nuclear Group, LLC STATE OF MARYLAND TO WIT:
(1)(2)(3)(3A)(4)(5)(6)Application for Order Approving Indirect Transfers of Control of Licenses Pre- and Post-Merger Simplified Organizational Charts Projected Income Statements for Licensees (Non-Proprietary Version)Projected Income Statements for Licensees (Proprietary Version)10 CFR 2.390 Affidavit of Henry B. Barron List of CENG's and CENG Companies' Directors and Principal Executive Officers List of Regulatory Commitments HBB/EMT/bjd cc: With Attachment 3A D. V. Pickett, NRC R. V. Guzman, NRC Without Attachment 3A S. J. Collins, NRC Resident Inspector, NRC (Calvert Cliffs)Resident Inspector, NRC (Ginna)Resident Inspector, NRC (Nine Mile Point)S. Gray, Maryland DNR J. P. Spath, NYSERDA P. Eddy, NYSOPS ATTACHMENT (1)APPLICATION FOR ORDER APPROVING INDIRECT TRANSFERS OF CONTROL OF LICENSES Constellation Energy Nuclear Group, LLC October 3, 2008 0 Constellation Energy, Nuclear Group APPLICATION FOR ORDER APPROVING INDIRECT TRANSFERS OF CONTROL OF LICENSES October 3, 2008 Submitted by Constellation Energy Nuclear Group, LLC, Calvert Cliffs Nuclear Power Plant, Inc., Nine Mile Point Nuclear Station, LLC, R. E. Ginna Nuclear Power Plant, LLC and MidAmerican Energy Holdings Company Calvert Cliffs Nuclear Power Plant, Units 1 and 2 NRC Facility Operating License Nos. DPR-53 and DPR-69 Calvert Cliffs Independent Spent Fuel Storage Installation, Materials License No. SNM-2505 Docket Nos. 50-317, 50-318, and 72-8 Nine Mile Point Nuclear Station, Units 1 and 2 NRC Facility Operating License Nos. DPR-63 and NPF-69 Docket Nos. 50-220 and 50-410 R. E. Ginna Nuclear Power Plant NRC Facility Operating License No. DPR-18 Docket No. 50-244 APPLICATION FOR ORDER APPROVING INDIRECT TRANSFERS OF CONTROL OF LICENSES TABLE OF CONTENTS I. IN T R O D U C T IO N ...........................................................................................................................
CITY OF BALTIMORE I, Henry B. Barron, state that I am the Chief Nuclear Officer for Constellation Energy Nuclear Group, LLC, for Calvert Cliffs Nuclear Power Plant, Inc., Nine Mile Point Nuclear Station, LLC, and R. E.
1 II. STATEMENT OF PURPOSE OF THE TRANSFERS AND NATURE OF THE TRANSACTION MAKING THE TRANSFERS NECESSARY OR D E S IR A B L E ...................................................................................................................................
Ginna Nuclear Power Plant, LLC, and that I am duly authorized to execute and file this request on behalf of these companies. To the best of my knowledge and belief, the statements contained in this document with respect to these companies are true and correct. To the extent that these statements are not based on my personal knowledge, they are based upon information provided by employees and/or consultants of the companies. Such information has been reviewed in accordance with company practice, and I believe it to be reliable.
3 A.  
Subscribe and sworn     forme, a Notary Public in and for the State of Maryland and City of Baltimore, this         day of /               2008.
WITNESS my Hand and Notarial Seal:
My Commission Expires:         A     i//                 ________at
                                      /           V/IDate
 
Document Control Desk October 3, 2008 Page 4 Sincerely, 4   imJ Fhman Senior Vice President MidAmerican Energy Holdings Company STATE OF MARYLAND
: TO WIT:
CITY OF BALTIMORE I, William J. Fehrman, state that I am Senior Vice President of MidAmerican Energy Holdings Company (MEHC), and that I am duly authorized to execute and file this request on its behalf. To the best of my knowledge and belief, the statements contained in this document with regard to MEHC are true and correct. To the extent that those statements are not based on my personal knowledge, they are based upon information provided by employees and/or consultants of MEHC. Such information has been reviewed in accordance with company practice, and I believe it to be reliable.
Subs cribe and swor     for me, a Notary Public in and for the State of Maryland and City of Baltimore, this       day of 22           -" , 2008.
WITNESS my Hand and Notarial Seal:
My Commission Expires:           ,//
Date
 
Document Control Desk October 3, 2008 Page 5 Attachments:     (1)   Application for Order Approving Indirect Transfers of Control of Licenses (2)   Pre- and Post-Merger Simplified Organizational Charts (3)    Projected Income Statements for Licensees (Non-Proprietary Version)
(3A)  Projected Income Statements for Licensees (Proprietary Version)
(4)    10 CFR 2.390 Affidavit of Henry B. Barron (5)    List of CENG's and CENG Companies' Directors and Principal Executive Officers (6)    List of Regulatory Commitments HBB/EMT/bjd cc:     With Attachment 3A D. V. Pickett, NRC R. V. Guzman, NRC Without Attachment 3A S. J. Collins, NRC Resident Inspector, NRC (Calvert Cliffs)
Resident Inspector, NRC (Ginna)
Resident Inspector, NRC (Nine Mile Point)
S. Gray, Maryland DNR J. P. Spath, NYSERDA P. Eddy, NYSOPS
 
ATTACHMENT (1)
APPLICATION FOR ORDER APPROVING INDIRECT TRANSFERS OF CONTROL OF LICENSES Constellation Energy Nuclear Group, LLC October 3, 2008
 
0   Nuclear Group Constellation         Energy, APPLICATION FOR ORDER APPROVING INDIRECT TRANSFERS OF CONTROL OF LICENSES October 3, 2008 Submitted by Constellation Energy Nuclear Group, LLC, Calvert Cliffs Nuclear Power Plant, Inc.,
Nine Mile Point Nuclear Station, LLC, R. E. Ginna Nuclear Power Plant, LLC and MidAmerican Energy Holdings Company Calvert Cliffs Nuclear Power Plant, Units 1 and 2 NRC Facility Operating License Nos. DPR-53 and DPR-69 Calvert Cliffs Independent Spent Fuel Storage Installation, Materials License No. SNM-2505 Docket Nos. 50-317, 50-318, and 72-8 Nine Mile Point Nuclear Station, Units 1 and 2 NRC Facility Operating License Nos. DPR-63 and NPF-69 Docket Nos. 50-220 and 50-410 R. E. Ginna Nuclear Power Plant NRC Facility Operating License No. DPR-18 Docket No. 50-244
 
APPLICATION FOR ORDER APPROVING INDIRECT TRANSFERS OF CONTROL OF LICENSES TABLE OF CONTENTS I.       INT R O D U C T IO N ...........................................................................................................................       1 II.     STATEMENT OF PURPOSE OF THE TRANSFERS AND NATURE OF THE TRANSACTION                     MAKING                 THE TRANSFERS                                 NECESSARY                       OR D E S IR A B LE ................................................................................................................................... 3 A.      


==SUMMARY==
==SUMMARY==
DESCRIPTION OF THE TRANSACTION RESULTING IN TH E T R A N SFE R S ....................................................................................................
DESCRIPTION OF THE TRANSACTION RESULTING IN TH E T R A NSFE R S ....................................................................................................                 3 B.      
3 B.  


==SUMMARY==
==SUMMARY==
DESCRIPTION OF MIDAMERICAN ENERGY H O LD IN G S CO M PA NY ..............................................................................................
DESCRIPTION OF MIDAMERICAN                                                         ENERGY H O LD IN G S CO M PA NY ..............................................................................................                     4 C.       NATURE OF THE TRANSACTION MAKING TRANSFERS D E SIR A B L E ......................................................................................................................       6 III. GENERAL CORPORATE INFORMATION REGARDING CONSTELLATION ENERGY GROUP, INC., CONSTELLATION ENERGY NUCLEAR GROUP, LLC, THE CENG COMPANIES, AND MIDAMERICAN ENERGY HOLDINGS COMPANY ........................................................................................................                             7 A.       Nam es ................................................................................................................................. 7 B.       Ad d resses ............................................................................................................................ 7 C.       Description of Business or Occupation ..........................................................................                             7 D.       O rganization and M anagem ent .......................................................................................                       8
4 C. NATURE OF THE TRANSACTION MAKING TRANSFERS D E S IR A B L E ......................................................................................................................
: 1.           States of Establishment and Place of Business ..................................................                             8
6 III. GENERAL CORPORATE INFORMATION REGARDING CONSTELLATION ENERGY GROUP, INC., CONSTELLATION ENERGY NUCLEAR GROUP, LLC, THE CENG COMPANIES, AND MIDAMERICAN ENERGY HOLDINGS COMPANY ........................................................................................................
: 2.             Directors and Executive Officers ......................................................................                       9 IV.     FOREIGN OWNERSHIP OR CONTROL ...............................................................................                                         11 V.       TECHNICAL QUALIFICATIONS ............................................................................................                                 13 VI.     FINANCIAL QUALIFICATIONS ............................................................................................                                 14 A.       Ongoing Operating and Maintenance Costs .................................................................                                   14 B.       Decom m issioning Funding ............................................................................................                     16 VII. ANTITRUST INFORMATION ................................................................................................                               17 VIII. RESTRICTED                   DATA AND CLASSIFIED NATIONAL SECURITY INF O RM A TIO N ...........................................................................................................................         18 IX.     ENVIRONMENTAL CONSIDERATIONS ..............................................................................                                           18 X.       PRICE-ANDERSON INDEMNITY AND NUCLEAR INSURANCE .................................... 19 XI.     EFFECT IVE D AT ES .....................................................................................................................             19 XII. C O N C LU SIO N ..............................................................................................................................       20 R E FE R E N CE .............................................................................................................................................. 20
7 A .N am es .................................................................................................................................
 
7 B .A d d resses ............................................................................................................................
Application Page 1 of 20 I.       INTRODUCTION Constellation Energy Nuclear Group, LLC (CENG), on behalf of Calvert Cliffs Nuclear Power Plant, Inc. (CCNPPI), Nine Mile Point Nuclear Station, LLC (NMPNSL), and R. E. Ginna Nuclear Power Plant, LLC (REGNPPL); and MidAmerican Energy Holdings Company (MEHC) (together, Applicants) hereby submit an application seeking U.S. Nuclear Regulatory Commission (NRC) consent to the indirect transfers of control of the following NRC licenses: (1) Calvert Cliffs Nuclear Power Plant, Unit Nos. 1 &
7 C. Description of Business or Occupation  
2 (CCNPP), Operating Licenses DPR-53 & DPR-69; (2) Calvert Cliffs Independent Spent Fuel Storage Installation Facility (ISFSI), Materials License No. SNM-2505; (3) Nine Mile Point Nuclear Station, Unit Nos. 1 & 2 (NMPNS), Operating Licenses DPR-63 & NPF-69; and (4) R. E. Ginna Nuclear Power Plant (Ginna), Operating License DPR-18 (collectively, the Licenses). (The facilities subject of the Licenses are collectively referred to as the licensed facilities.) The indirect transfers of control would result from the proposed acquisition by merger of CENG's parent corporation, Constellation Energy Group, Inc.
..........................................................................
(CEG), by MEHC.
7 D .O rganization and M anagem ent .......................................................................................
The proposed transaction will be accomplished through the involvement of four entities: CEG, a Maryland corporation, MEHC, an Iowa corporation, MEHC Merger Sub, Inc. (the Merger Sub), a Maryland corporation and a wholly owned subsidiary of MEHC, and Constellation Energy Holdings, LLC (CEHLLC), a Delaware Limited Liability Company. Upon consummation of the transaction, the separate existence of the Merger Sub will cease and the Merger Sub will be merged with and into CEG.
8 1. States of Establishment and Place of Business ..................................................
MidAmerican Energy Holdings Company will indirectly own 100% of CEG through its direct wholly owned subsidiary CEHLLC, a holding company created for tax planning and other non-operational purposes. Constellation Energy Group, Inc. will continue its corporate existence and CEG's articles of incorporation and bylaws will be amended in their entirety to be the same as the articles of incorporation and bylaws of the Merger Sub. Upon consummation of the transaction, each of the directors of CEG will resign and the directors of the Merger Sub will become CEG's directors as described herein. The officers of CEG will remain as such until their successors have been duly elected or appointed and qualified.
8 2. Directors and Executive Officers ......................................................................
Under the terms of the proposed merger, there will be no change in CEG's direct and indirect ownership
9 IV. FOREIGN OWNERSHIP OR CONTROL ...............................................................................
 
11 V. TECHNICAL QUALIFICATIONS  
Application Page 2 of 20 of the licensees. The indirect changes in corporate ownership will not affect the day-to-day operation of CENG's fleet of nuclear generating plants and associated ISFSI facility.           See Attachment (2) to the transmittal letter, Pre- and Post-Merger Simplified Organizational Charts.
............................................................................................
The information contained herein demonstrates that CENG and its licensee subsidiaries (the CENG Companies) will retain the requisite qualifications to own and operate the licensed facilities. The proposed indirect transfers of control will not result in any change in the role of the CENG Companies as the licensed operators of the licensed facilities and will not result in any changes to their financial qualifications, decommissioning funding assurance, or technical qualifications.'
13 VI. FINANCIAL QUALIFICATIONS  
Calvert Cliffs Nuclear Power Plant is composed of two units: Unit 1 is an 873 megawatt electric (MWe) (net) (2,700 MWt) nuclear power plant and Unit 2 is an 835 megawatt electric (MWe) (net)
............................................................................................
(2,700 MWt) nuclear power plant. Each unit consists of a Combustion Engineering two-loop pressurized water reactor, other associated plant equipment, and related site facilities. Calvert Cliffs Nuclear Power Plant is located on the Chesapeake Bay, approximately 40 miles south of Annapolis, Maryland.
14 A. Ongoing Operating and Maintenance Costs .................................................................
Constellation Energy Nuclear Group, LLC's wholly-owned subsidiary, CCNPPI, is the sole owner and licensed operator for CCNPP, pursuant to licenses issued by the NRC.
14 B .D ecom m issioning Funding ............................................................................................
Nine Mile Point Nuclear Station is composed of two units: Unit 1 is a 620 megawatt electric (MWe) (net) (1,850 MWt) nuclear power plant and Unit 2 is a 1138 megawatt electric (MWe) (net)
16 VII. ANTITRUST INFORMATION  
(3,467 MWt) nuclear power plant, each consisting of a General Electric boiling water reactor, other associated plant equipment, and related site facilities. Nine Mile Point Nuclear Station is located on Lake Ontario, approximately 6 miles northeast of Oswego, New York. Constellation Energy Nuclear Group, LLC's wholly-owned indirect subsidiary, NMPNSL, is the sole owner and licensed operator for Nine Mile Point Unit 1, pursuant to a license issued by the NRC. Nine Mile Point Nuclear Station is also an owner and the licensed operator for Nine Mile Point Unit 2.               Two owners currently each own an As a result of this transaction, CENG and UniStar Nuclear Operating Services, LLC will amend their application for a combined operating license for Calvert Cliffs Nuclear Power Plant Unit 3 to reflect the new ownership arrangement.
................................................................................................
 
17 VIII. RESTRICTED DATA AND CLASSIFIED NATIONAL SECURITY IN F O R M A T IO N ...........................................................................................................................
18 IX. ENVIRONMENTAL CONSIDERATIONS  
..............................................................................
18 X. PRICE-ANDERSON INDEMNITY AND NUCLEAR INSURANCE  
....................................
19 X I. EFFEC T IV E D A T ES .....................................................................................................................
19 X II. C O N C L U SIO N ..............................................................................................................................
20 R E F E R E N C E ..............................................................................................................................................
20 Application Page 1 of 20 I. INTRODUCTION Constellation Energy Nuclear Group, LLC (CENG), on behalf of Calvert Cliffs Nuclear Power Plant, Inc. (CCNPPI), Nine Mile Point Nuclear Station, LLC (NMPNSL), and R. E. Ginna Nuclear Power Plant, LLC (REGNPPL);
and MidAmerican Energy Holdings Company (MEHC) (together, Applicants) hereby submit an application seeking U.S. Nuclear Regulatory Commission (NRC) consent to the indirect transfers of control of the following NRC licenses:  
(1) Calvert Cliffs Nuclear Power Plant, Unit Nos. 1 &2 (CCNPP), Operating Licenses DPR-53 & DPR-69; (2) Calvert Cliffs Independent Spent Fuel Storage Installation Facility (ISFSI), Materials License No. SNM-2505; (3) Nine Mile Point Nuclear Station, Unit Nos. 1 & 2 (NMPNS), Operating Licenses DPR-63 & NPF-69; and (4) R. E. Ginna Nuclear Power Plant (Ginna), Operating License DPR-18 (collectively, the Licenses). (The facilities subject of the Licenses are collectively referred to as the licensed facilities.)
The indirect transfers of control would result from the proposed acquisition by merger of CENG's parent corporation, Constellation Energy Group, Inc.(CEG), by MEHC.The proposed transaction will be accomplished through the involvement of four entities:
CEG, a Maryland corporation, MEHC, an Iowa corporation, MEHC Merger Sub, Inc. (the Merger Sub), a Maryland corporation and a wholly owned subsidiary of MEHC, and Constellation Energy Holdings, LLC (CEHLLC), a Delaware Limited Liability Company. Upon consummation of the transaction, the separate existence of the Merger Sub will cease and the Merger Sub will be merged with and into CEG.MidAmerican Energy Holdings Company will indirectly own 100% of CEG through its direct wholly owned subsidiary CEHLLC, a holding company created for tax planning and other non-operational purposes.
Constellation Energy Group, Inc. will continue its corporate existence and CEG's articles of incorporation and bylaws will be amended in their entirety to be the same as the articles of incorporation and bylaws of the Merger Sub. Upon consummation of the transaction, each of the directors of CEG will resign and the directors of the Merger Sub will become CEG's directors as described herein. The officers of CEG will remain as such until their successors have been duly elected or appointed and qualified.
Under the terms of the proposed merger, there will be no change in CEG's direct and indirect ownership Application Page 2 of 20 of the licensees.
The indirect changes in corporate ownership will not affect the day-to-day operation of CENG's fleet of nuclear generating plants and associated ISFSI facility.
See Attachment (2) to the transmittal letter, Pre- and Post-Merger Simplified Organizational Charts.The information contained herein demonstrates that CENG and its licensee subsidiaries (the CENG Companies) will retain the requisite qualifications to own and operate the licensed facilities.
The proposed indirect transfers of control will not result in any change in the role of the CENG Companies as the licensed operators of the licensed facilities and will not result in any changes to their financial qualifications, decommissioning funding assurance, or technical qualifications.'
Calvert Cliffs Nuclear Power Plant is composed of two units: Unit 1 is an 873 megawatt electric (MWe) (net) (2,700 MWt) nuclear power plant and Unit 2 is an 835 megawatt electric (MWe) (net)(2,700 MWt) nuclear power plant. Each unit consists of a Combustion Engineering two-loop pressurized water reactor, other associated plant equipment, and related site facilities.
Calvert Cliffs Nuclear Power Plant is located on the Chesapeake Bay, approximately 40 miles south of Annapolis, Maryland.Constellation Energy Nuclear Group, LLC's wholly-owned subsidiary, CCNPPI, is the sole owner and licensed operator for CCNPP, pursuant to licenses issued by the NRC.Nine Mile Point Nuclear Station is composed of two units: Unit 1 is a 620 megawatt electric (MWe) (net) (1,850 MWt) nuclear power plant and Unit 2 is a 1138 megawatt electric (MWe) (net)(3,467 MWt) nuclear power plant, each consisting of a General Electric boiling water reactor, other associated plant equipment, and related site facilities.
Nine Mile Point Nuclear Station is located on Lake Ontario, approximately 6 miles northeast of Oswego, New York. Constellation Energy Nuclear Group, LLC's wholly-owned indirect subsidiary, NMPNSL, is the sole owner and licensed operator for Nine Mile Point Unit 1, pursuant to a license issued by the NRC. Nine Mile Point Nuclear Station is also an owner and the licensed operator for Nine Mile Point Unit 2. Two owners currently each own an As a result of this transaction, CENG and UniStar Nuclear Operating Services, LLC will amend their application for a combined operating license for Calvert Cliffs Nuclear Power Plant Unit 3 to reflect the new ownership arrangement.
Application Page 3 of 20 undivided ownership interest in Nine Mile Point Unit 2 and entitlements to generating output, in the following percentages:
Application Page 3 of 20 undivided ownership interest in Nine Mile Point Unit 2 and entitlements to generating output, in the following percentages:
NMPNSL 82%Long Island Power Authority 18 %These same entities pay corresponding shares of the costs of operating Nine Mile Point Unit 2, but NMPNSL retains control over the operation of the facility and is the named licensee.R. E. Ginna Nuclear Power Plant is a single unit, 581 megawatt electric (MWe) (net)(1,775 MWt) nuclear power plant, consisting of a Westinghouse two-loop pressurized water reactor, other associated plant equipment, and related site facilities.
NMPNSL                                           82%
R. E. Ginna Nuclear Power Plant is located in Ontario, New York, approximately 20 miles northeast of Rochester.
Long Island Power Authority                     18 %
Constellation Energy Nuclear Group, LLC's wholly-owned indirect subsidiary, R. E. Ginna Nuclear Power Plant, LLC, is the sole owner and licensed operator for Ginna, pursuant to a license issued by the NRC.The information contained in this Application demonstrates that CENG and the CENG Companies will continue to possess the requisite qualifications to maintain their interests under the Licenses.
These same entities pay corresponding shares of the costs of operating Nine Mile Point Unit 2, but NMPNSL retains control over the operation of the facility and is the named licensee.
The proposed indirect transfers of control of the Licenses will not result in any change in the role of the licensed operators of the facilities and will not result in any changes to their technical qualifications.
R. E. Ginna Nuclear Power Plant is a single unit, 581 megawatt electric (MWe) (net)
In addition, CENG and the CENG Companies will remain financially qualified to conduct their activities under the Licenses.
(1,775 MWt) nuclear power plant, consisting of a Westinghouse two-loop pressurized water reactor, other associated plant equipment, and related site facilities. R. E. Ginna Nuclear Power Plant is located in Ontario, New York, approximately 20 miles northeast of Rochester.           Constellation Energy Nuclear Group, LLC's wholly-owned indirect subsidiary, R. E. Ginna Nuclear Power Plant, LLC, is the sole owner and licensed operator for Ginna, pursuant to a license issued by the NRC.
Finally, this request for consent to indirect transfers of control of the Licenses will not result in any of the licensee entities becoming owned, controlled, or dominated by a foreign entity.II. STATEMENT OF PURPOSE OF THE TRANSFERS AND NATURE OF THE TRANSACTION MAKING THE TRANSFERS NECESSARY OR DESIRABLE A.  
The information contained in this Application demonstrates that CENG and the CENG Companies will continue to possess the requisite qualifications to maintain their interests under the Licenses. The proposed indirect transfers of control of the Licenses will not result in any change in the role of the licensed operators of the facilities and will not result in any changes to their technical qualifications. In addition, CENG and the CENG Companies will remain financially qualified to conduct their activities under the Licenses. Finally, this request for consent to indirect transfers of control of the Licenses will not result in any of the licensee entities becoming owned, controlled, or dominated by a foreign entity.
II.     STATEMENT OF PURPOSE OF THE TRANSFERS AND NATURE OF THE TRANSACTION MAKING THE TRANSFERS NECESSARY OR DESIRABLE A.    


==SUMMARY==
==SUMMARY==
DESCRIPTION OF THE TRANSACTION RESULTING IN THE TRANSFERS On September 19, 2008, MEHC and CEG reached a definitive merger agreement in which MEHC will purchase all of the outstanding shares of CEG for a cash consideration of approximately
DESCRIPTION OF THE TRANSACTION RESULTING IN THE TRANSFERS On September 19, 2008, MEHC and CEG reached a definitive merger agreement in which MEHC will purchase all of the outstanding shares of CEG for a cash consideration of approximately
$4.7 billion. Constellation Energy Group, Inc. also issued to MidAmerican Energy Holdings Company Application Page 4 of 20$1 billion of preferred equity yielding 8% upon signing of the definitive agreement and the transfer of $1 billion to CEG. The definitive agreement, which has been approved by both companies' Boards of Directors, is subject to shareholder and federal and state regulatory approvals.
$4.7 billion. Constellation Energy Group, Inc. also issued to MidAmerican Energy Holdings Company
Once the appropriate filings are made with the Securities and Exchange Commission for shareholder approval, the applicants will provide copies to the NRC, as shown in Attachment (6)Upon completion of the merger, CEG, through Constellation Energy Holdings, LLC (CEHLLC), will become a wholly-owned subsidiary of MEHC. Once acquired by MEHC, CEG will be operated much as it is today, and it will continue to be headquartered in Baltimore, Maryland.
 
Each of the directors of CEG will resign and the directors appointed by MEHC will become CEG's directors.
Application Page 4 of 20
The officers of CEG will remain as such until their successors have been duly elected or appointed and qualified.
$1 billion of preferred equity yielding 8% upon signing of the definitive agreement and the transfer of $1 billion to CEG. The definitive agreement, which has been approved by both companies' Boards of Directors, is subject to shareholder and federal and state regulatory approvals. Once the appropriate filings are made with the Securities and Exchange Commission for shareholder approval, the applicants will provide copies to the NRC, as shown in Attachment (6)
The President, Chief Executive Officer and Chief Nuclear Officer (CNO) of CENG, Henry B.Barron, will remain the President, Chief Executive Officer and CNO following the merger.The indirect changes in corporate ownership will not affect the day-to-day operation of CENG's fleet of nuclear generating plants and associated ISFSI facility because the alignment of the CENG Companies will not change. Figures showing the current corporate alignment and the alignment after the merger are provided in Attachment (2) to the transmittal letter.B.  
Upon completion of the merger, CEG, through Constellation Energy Holdings, LLC (CEHLLC),
will become a wholly-owned subsidiary of MEHC. Once acquired by MEHC, CEG will be operated much as it is today, and it will continue to be headquartered in Baltimore, Maryland.         Each of the directors of CEG will resign and the directors appointed by MEHC will become CEG's directors. The officers of CEG will remain as such until their successors have been duly elected or appointed and qualified. The President, Chief Executive Officer and Chief Nuclear Officer (CNO) of CENG, Henry B.
Barron, will remain the President, Chief Executive Officer and CNO following the merger.
The indirect changes in corporate ownership will not affect the day-to-day operation of CENG's fleet of nuclear generating plants and associated ISFSI facility because the alignment of the CENG Companies will not change. Figures showing the current corporate alignment and the alignment after the merger are provided in Attachment (2) to the transmittal letter.
B.      


==SUMMARY==
==SUMMARY==
DESCRIPTION OF MIDAMERICAN ENERGY HOLDINGS COMPANY MidAmerican Energy Holdings Company is a holding company which owns subsidiaries that are principally engaged in energy businesses.
DESCRIPTION       OF     MIDAMERICAN         ENERGY     HOLDINGS COMPANY MidAmerican Energy Holdings Company is a holding company which owns subsidiaries that are principally engaged in energy businesses.       MidAmerican Energy Holdings Company is currently organized and managed as eight distinct platforms: PacifiCorp, MidAmerican Energy Company (MEC),
MidAmerican Energy Holdings Company is currently organized and managed as eight distinct platforms:
Northern Natural Gas Company (Northern), Kern River Gas Transmission Company (Kern), CE Electric UK Funding plc (which primarily includes Northern Electric Distribution Limited and Yorkshire Electricity Distribution plc), CalEnergy Generation-Foreign, CalEnergy Generation-Domestic and HomeServices of America, Inc. (HomeServices).
PacifiCorp, MidAmerican Energy Company (MEC), Northern Natural Gas Company (Northern), Kern River Gas Transmission Company (Kern), CE Electric UK Funding plc (which primarily includes Northern Electric Distribution Limited and Yorkshire Electricity Distribution plc), CalEnergy Generation-Foreign, CalEnergy Generation-Domestic and HomeServices of America, Inc. (HomeServices).
 
Application Page 5 of 20 Through these platforms, MEHC owns and operates an electric utility company in the Western United States (PacifiCorp), a combined electric and natural gas utility company in the Midwestern United States (MEC), two interstate natural gas pipeline companies in the United States (Northern and Kern), two electricity distribution companies in Great Britain, a diversified portfolio of independent power projects foreign and domestic (CalEnergy) and the second largest residential real estate brokerage firm in the United States (HomeServices).
Application Page 5 of 20 Through these platforms, MEHC owns and operates an electric utility company in the Western United States (PacifiCorp), a combined electric and natural gas utility company in the Midwestern United States (MEC), two interstate natural gas pipeline companies in the United States (Northern and Kern),
In particular, MEHC's subsidiary MEC has provided (by itself or its predecessors) electric service in Iowa, Illinois and South Dakota for approximately 100 years.MidAmerican Energy Company is the largest utility in Iowa, and has a 25% ownership interest in both units at Quad Cities Nuclear'Generating Station, for a total of 435 MW of capacity.
two electricity distribution companies in Great Britain, a diversified portfolio of independent power projects foreign and domestic (CalEnergy) and the second largest residential real estate brokerage firm in the United States (HomeServices). In particular, MEHC's subsidiary MEC has provided (by itself or its predecessors) electric service in Iowa, Illinois and South Dakota for approximately 100 years.
The units are operated by the owner of the remaining 75% of the units, Exelon Generation Company, LLC (Exelon).
MidAmerican Energy Company is the largest utility in Iowa, and has a 25% ownership interest in both units at Quad Cities Nuclear'Generating Station, for a total of 435 MW of capacity.         The units are operated by the owner of the remaining 75% of the units, Exelon Generation Company, LLC (Exelon). In 2004, Exelon obtained license renewals from the NRC, permitting operation of both Quad Cities units through December 14, 2032.
In 2004, Exelon obtained license renewals from the NRC, permitting operation of both Quad Cities units through December 14, 2032.MidAmerican Energy Holdings Company is privately-held, being owned by the following persons, each of whom possesses the diluted ownership interest indicated below: Berkshire Hathaway Inc. 87.4%Walter Scott, Jr. 10.9%David Sokol 0.7%Gregory Abel 1.0%MidAmerican Energy Holdings Company's global assets total approximately  
MidAmerican Energy Holdings Company is privately-held, being owned by the following persons, each of whom possesses the diluted ownership interest indicated below:
$39.2 billion (as of December 31, 2007), and its 2007 revenues totaled $12.4 billion.MidAmerican Energy Holdings Company holds investment grade credit ratings, on senior unsecured debt, from Standard & Poor's (BBB+/watch negative), Moody's Investors Service (Baal/stable) and FitchRatings (BBB+/stable).
Berkshire Hathaway Inc.                         87.4%
In addition, MEHC's utility subsidiaries are all creditworthy entities.
Walter Scott, Jr.                               10.9%
MidAmerican Energy Holdings Company's largest investor, Berkshire Hathaway Inc. (Berkshire Hathaway), a Delaware holding corporation with its principal place of business in Omaha, Application Page 6 of 20 Nebraska, has credit ratings from each of the rating agencies that are the highest, most secure credit ratings a corporation can receive.C. NATURE OF THE TRANSACTION MAKING TRANSFERS DESIRABLE The purpose of the proposed acquisition by merger of CEG by MEHC is to achieve substantial strategic and financial benefits for the customers, employees, and shareholders of CEG as well as MEHC.The merger will provide CEG with a more stable foundation from which to develop new nuclear units, as market conditions warrant. Constellation Energy Group, Inc. and its subsidiaries, including the CENG Companies, will benefit from the experience and stability of MEHC and MEHC's corporate parent, Berkshire Hathaway.
David Sokol                                     0.7%
In addition, as noted above, MEHC has already provided an infusion of capital to CEG through the acquisition of $1 billion of preferred equity.Constellation Energy Group, Inc. under MEHC ownership will be better suited to undertake the infrastructure investments CEG and its subsidiaries face in the coming years since it is privately-held and not subject to shareholder expectations of regular, quarterly dividends and anticipated returns on investments.
Gregory Abel                                     1.0%
MidAmerican Energy Holdings Company's investors are focused on increasing value through significant, long-term investment in well-operated energy companies that offer predictable, reasonable returns.MidAmerican Energy Holdings Company has identified the energy industry as a preferred area for investment of a significant amount of its capital resources in the coming years, including capital made available by Berkshire Hathaway.
MidAmerican Energy Holdings Company's global assets total approximately $39.2 billion (as of December 31, 2007), and its 2007 revenues totaled $12.4 billion.
In MEHC's experience, investments in the energy business provide opportunities for fair and reasonable returns if energy assets are operated with a focus upon the objectives of customer service, employee commitment, financial strength, environmental respect, regulatory integrity and operational excellence.
MidAmerican Energy Holdings Company holds investment grade credit ratings, on senior unsecured debt, from Standard       & Poor's     (BBB+/watch negative),     Moody's   Investors Service (Baal/stable) and FitchRatings (BBB+/stable).       In addition, MEHC's utility subsidiaries are all creditworthy entities. MidAmerican Energy Holdings Company's largest investor, Berkshire Hathaway Inc. (Berkshire Hathaway), a Delaware holding corporation with its principal place of business in Omaha,
The proposed acquisition of CEG advances MEHC's goal of owning and operating a portfolio of high-quality energy businesses.
 
Application Page 6 of 20 Nebraska, has credit ratings from each of the rating agencies that are the highest, most secure credit ratings a corporation can receive.
C.     NATURE OF THE TRANSACTION MAKING TRANSFERS DESIRABLE The purpose of the proposed acquisition by merger of CEG by MEHC is to achieve substantial strategic and financial benefits for the customers, employees, and shareholders of CEG as well as MEHC.
The merger will provide CEG with a more stable foundation from which to develop new nuclear units, as market conditions warrant. Constellation Energy Group, Inc. and its subsidiaries, including the CENG Companies, will benefit from the experience and stability of MEHC and MEHC's corporate parent, Berkshire Hathaway. In addition, as noted above, MEHC has already provided an infusion of capital to CEG through the acquisition of $1 billion of preferred equity.
Constellation Energy Group, Inc. under MEHC ownership will be better suited to undertake the infrastructure investments CEG and its subsidiaries face in the coming years since it is privately-held and not subject to shareholder expectations of regular, quarterly dividends and anticipated returns on investments. MidAmerican Energy Holdings Company's investors are focused on increasing value through significant, long-term investment in well-operated energy companies that offer predictable, reasonable returns.
MidAmerican Energy Holdings Company has identified the energy industry as a preferred area for investment of a significant amount of its capital resources in the coming years, including capital made available by Berkshire Hathaway.       In MEHC's experience, investments in the energy business provide opportunities for fair and reasonable returns if energy assets are operated with a focus upon the objectives of customer service, employee commitment, financial strength, environmental respect, regulatory integrity and operational excellence.     The proposed acquisition of CEG advances MEHC's goal of owning and operating a portfolio of high-quality energy businesses.
 
Application Page 7 of 20 III. GENERAL CORPORATE INFORMATION REGARDING CONSTELLATION ENERGY GROUP, INC., CONSTELLATION ENERGY NUCLEAR GROUP, LLC, THE CENG COMPANIES, AND MIDAMERICAN ENERGY HOLDINGS COMPANY Detailed information regarding the business and management of CEG and its subsidiaries is provided in the 2007 Annual Report for CEG filed with the Securities and Exchange Commission, which is available at http://www.constellation.com/vcmfiles/Constellation/investors/2007AR/index.html.
Application Page 7 of 20 III. GENERAL CORPORATE INFORMATION REGARDING CONSTELLATION ENERGY GROUP, INC., CONSTELLATION ENERGY NUCLEAR GROUP, LLC, THE CENG COMPANIES, AND MIDAMERICAN ENERGY HOLDINGS COMPANY Detailed information regarding the business and management of CEG and its subsidiaries is provided in the 2007 Annual Report for CEG filed with the Securities and Exchange Commission, which is available at http://www.constellation.com/vcmfiles/Constellation/investors/2007AR/index.html.
Certain key information regarding CEG's business is contained below. Unless otherwise noted, with respect to CEG, this information is not affected by the proposed transfers that are the subject of this Application.
Certain key information regarding CEG's business is contained below. Unless otherwise noted, with respect to CEG, this information is not affected by the proposed transfers that are the subject of this Application.
A. Names Constellation Energy.Group, Inc. (CEG)Constellation Energy Nuclear Group, LLC (CENG)(together with the CENG Companies):
A.       Names Constellation Energy.Group, Inc. (CEG)
Constellation Nuclear Power Plants, Inc. (CNPPI)Nine Mile Point Nuclear Station, LLC (NMPNSL)R. E. Ginna Nuclear Power Plant, LLC (REGNPPL)Calvert Cliffs Nuclear Power Plant, Inc. (CCNPPI)B. Addresses Constellation Energy Group, Inc. and Constellation Energy Nuclear Group, LLC and CENG Companies:
Constellation Energy Nuclear Group, LLC (CENG)
100 Constellation Way, Suite 1800P, Baltimore, Maryland, 21202.MidAmerican Energy Holding Company, 666 Grand Avenue, Suite 2900, Des Moines, Iowa, 50309.C. Description of Business or Occupation Constellation Energy Group, Inc., through its subsidiaries, is a major generator of electric power and a leading supplier of competitive electricity, with a power generation portfolio of approximately 9,000 megawatts.
(together with the CENG Companies):
The CENG Companies own and operate CEG's fleet of nuclear generating plants.Consteallation Energy Nuclear Group, LLC additionally performs a headquarters function for all of Application Page 8 of 20 CEG's nuclear generation assets. The output of CEG's plants is sold by CEG's commodities business, Constellation Energy Commodities Group, Inc., to many of the nation's leading distribution utilities, energy companies, and cooperatives.
Constellation Nuclear Power Plants, Inc. (CNPPI)
Nine Mile Point Nuclear Station, LLC (NMPNSL)
R. E. Ginna Nuclear Power Plant, LLC (REGNPPL)
Calvert Cliffs Nuclear Power Plant, Inc. (CCNPPI)
B.       Addresses Constellation Energy Group, Inc. and Constellation Energy Nuclear Group, LLC and CENG Companies: 100 Constellation Way, Suite 1800P, Baltimore, Maryland, 21202.
MidAmerican Energy Holding Company, 666 Grand Avenue, Suite 2900, Des Moines, Iowa, 50309.
C.       Description of Business or Occupation Constellation Energy Group, Inc., through its subsidiaries, is a major generator of electric power and a leading supplier of competitive electricity, with a power generation portfolio of approximately 9,000 megawatts.     The CENG Companies own and operate CEG's fleet of nuclear generating plants.
Consteallation Energy Nuclear Group, LLC additionally performs a headquarters function for all of
 
Application Page 8 of 20 CEG's nuclear generation assets. The output of CEG's plants is sold by CEG's commodities business, Constellation Energy Commodities Group, Inc., to many of the nation's leading distribution utilities, energy companies, and cooperatives.
D. Organization and Management
D. Organization and Management
: 1. States of Establishment and Place of Business* Constellation Energy Group, Inc. is a Maryland corporation, and Maryland is its principal place of business.
: 1. States of Establishment and Place of Business
Constellation Energy Nuclear Group, LLC is a Maryland Limited Liability Company and a wholly-owned subsidiary of CEG.* Constellation Energy Nuclear Group, LLC (through its predecessor entity Constellation Generation Group, LLC) was formed in 1999, as a holding company for CEG's nuclear generation assets and consulting businesses, and to perform a headquarters function for CEG's generating units and generation operating companies." Calvert Cliffs Nuclear Power Plant, Inc. (CCNPPI) is a Maryland corporation and a wholly-owned direct subsidiary of CENG, and the owner and licensed operator of CCNPP and the associated ISFSI." Constellation Nuclear Power Plants, Inc. (CNPP) is a Delaware corporation and wholly-owned direct subsidiary of CENG, which exists solely for tax planning and other non-operational purposes.
* Constellation Energy Group, Inc. is a Maryland corporation, and Maryland is its principal place of business. Constellation Energy Nuclear Group, LLC is a Maryland Limited Liability Company and a wholly-owned subsidiary of CEG.
The following two entities are both wholly-owned subsidiaries of CNPP:> R. E. Ginna Nuclear Power Plant, LLC (REGNPPL), a Maryland Limited Liability Company; and,> Nine Mile Point Nuclear Station, LLC (NMPNSL), a Delaware Limited Liability Company.
* Constellation Energy Nuclear Group, LLC (through its predecessor entity Constellation Generation Group, LLC) was formed in 1999, as a holding company for CEG's nuclear generation assets and consulting businesses, and to perform a headquarters function for CEG's generating units and generation operating companies.
Application Page 9 of 20 2. Directors and Executive Officers CEG Directors Following the acquisition by merger of CEG with MEHC, CEG's Board of Directors will consist of six members. The following individuals, all but one of whom are United States citizens, will be the directors of CEG: Gregory E. Abel, Chairman (Canadian citizen)Douglas L. Anderson William J. Fehrman Patrick J. Goodman Mayo A. Shattuck III Michael J. Wallace CEG Executive Officers The following individuals, all of whom are United States citizens, will be the principal executive officers of CEG following the acquisition by merger: Mayo A. Shattuck III, President/Chief Executive Officer Michael J. Wallace, Executive Vice President Thomas V. Brooks, Executive Vice President John R. Collins, Executive Vice President Thomas F. Brady, Executive Vice President Irving B. Yoskowitz, Executive Vice President and General Counsel Henry B. Barron, Executive Vice President CENG and CENG Companies' Directors and Executive Officers The directors and principal executive officers for CENG and the CENG Companies are contained in Attachment (5) to the transmittal letter. The listed individuals, all of whom are United States citizens, are expected to remain in their positions upon consummation of the transaction.
                    " Calvert Cliffs Nuclear Power Plant, Inc. (CCNPPI) is a Maryland corporation and a wholly-owned direct subsidiary of CENG, and the owner and licensed operator of CCNPP and the associated ISFSI.
Application Page 10 of 20 MEHC Directors The following individuals, all but one of whom are United States citizens, are the directors of MEHC: David L. Sokol, Chairman Gregory E. Abel (Canadian citizen)Warren E. Buffett Marc D. Hamburg Walter Scott, Jr.MEHC Executive Officers The following individuals, all but one of whom are United States citizens, are the principal executive officers of MEHC: David L. Sokol, Chairman Gregory E. Abel, President and Chief Executive Officer (Canadian citizen)Patrick J. Goodman, Senior Vice President and Chief Financial Officer William J. Fehrman, Senior Vice President Douglas L. Anderson, Senior Vice President, General Counsel and Corporate Secretary Maureen E. Sammon, Senior Vice President and Chief Administrative Officer CEHLLC Directors The following individuals, all of whom are United States citizens, are the directors of CEHLLC: Patrick J. Goodman Douglas L. Anderson Application Page 11 of 20 CEHLLC Executive Officers The following individuals, all but one of whom are United States citizens, are the principal executive officers of CEHLLC: Gregory E. Abel, President and Chief Executive Officer (Canadian Citizen)Patrick J. Goodman, Senior Vice President Douglas L. Anderson, Senior Vice President Paul Leighton, Secretary Brian Hankel, Treasurer IV. FOREIGN OWNERSHIP OR CONTROL Constellation Energy Group, Inc. is a publicly traded company, and is currently traded on the NYSE and widely held. Constellation Energy Nuclear Group, LLC is a wholly-owned subsidiary of CEG. Section 13 of the Securities and Exchange Act of 1934, as amended, 15 U.S.C. § 78m(d), requires that a person or entity that owns or controls more than 5% of the stock of a company must file notice with the Securities and Exchange Commission.
                    " Constellation Nuclear Power Plants, Inc. (CNPP) is a Delaware corporation and wholly-owned direct subsidiary of CENG, which exists solely for tax planning and other non-operational purposes. The following two entities are both wholly-owned subsidiaries of CNPP:
Based upon its review of the relevant filings with the Securities and Exchange Commission, the Applicants have identified that Electricite de France (EDF), a French company, controls approximately 9.5% of the voting stock of CEG, and Barclays Global Investors, NA, a U.S. company that is owned by Barclays plc, a United Kingdom company (Barclays), controls approximately 5.44% of the voting stock of CEG. Neither Barclays nor EDF currently exercises control over CEG. As a result of the proposed transaction it is expected that both entities will transfer their ownership shares to MEHC. The Applicants are not aware of any other alien, foreign corporation, or foreign government that holds more than 5% of the securities of CEG, or will hold more than 5% of the, securities of CEG following its acquisition by MEHC. All of the directors and officers of CENG and the CENG Companies are' United States citizens, and are expected to remain so after the transaction is consummated.
                      >   R. E. Ginna Nuclear Power Plant, LLC (REGNPPL), a Maryland Limited Liability Company; and,
Application Page 12 of 20 MidAmerican Energy Holdings Company is a privately-held company based in Des Moines, Iowa. Currently the only director or principal officer of MEHC with non-U.S.citizenship is Mr. Gregory E. Abel, a Canadian citizen. No more than one non-U.S. citizen is expected to be on the Board of Directors of MEHC following the merger transaction.
                      >   Nine Mile Point Nuclear Station, LLC (NMPNSL), a Delaware Limited Liability Company.
The largest investor in MEHC is Berkshire Hathaway, a Delaware corporation based in Omaha, Nebraska.
 
Berkshire Hathaway is not owned, controlled, or dominated by foreign interests.
Application Page 9 of 20
The Chairman of the Board of CEG upon consummation of the transaction will be Mr. Gregory E. Abel, who is currently a director and the president and chief executive officer of MEHC. Mr. Abel is a Canadian citizen, but has also been a permanent resident of the United States since April 2002. He resides in Des Moines, Iowa and maintains his primary offices in the same location.
: 2. Directors and Executive Officers CEG Directors Following the acquisition by merger of CEG with MEHC, CEG's Board of Directors will consist of six members. The following individuals, all but one of whom are United States citizens, will be the directors of CEG:
In order to prevent the direct or indirect transfer of control to Mr. Abel over the nuclear activities of CENG or the CENG Companies regarding the licensed facilities, CEG will implement a negation action plan consisting of the establishment of a Special Nuclear Committee (the "Nuclear Committee")
Gregory E. Abel, Chairman (Canadian citizen)
of CEG's Board of Directors, as provided for in Attachment (6). The Nuclear Committee will consist of three members, all of whom will be United States citizens.
Douglas L. Anderson William J. Fehrman Patrick J. Goodman Mayo A. Shattuck III Michael J. Wallace CEG Executive Officers The following individuals, all of whom are United States citizens, will be the principal executive officers of CEG following the acquisition by merger:
At the time of the consummation of the acquisition, the Nuclear Committee members will be Messrs. William J. Fehrman (Chairman), Douglas L. Anderson, and Michael J. Wallace. Mr. Fehrman was associated with Nebraska Public Power District (NPPD) between 1981 and 2006, and was NPPD's president and chief executive officer from 2003 to 2006. Mr. Fehrman developed considerable familiarity with nuclear issues in connection with the NPPD's Cooper Nuclear Station.(More information regarding Mr. Fehrman is provided below, in the technical qualifications section.)The Nuclear Committee will have primary authority over nuclear issues relating to the licensed facilities such that foreign interests will not be able to control the licenses within the meaning of the Atomic Energy Act and the NRC regulations.
Mayo A. Shattuck III, President/Chief Executive Officer Michael J. Wallace, Executive Vice President Thomas V. Brooks, Executive Vice President John R. Collins, Executive Vice President Thomas F. Brady, Executive Vice President Irving B. Yoskowitz, Executive Vice President and General Counsel Henry B. Barron, Executive Vice President CENG and CENG Companies' Directors and Executive Officers The directors and principal executive officers for CENG and the CENG Companies are contained in Attachment (5) to the transmittal letter. The listed individuals, all of whom are United States citizens, are expected to remain in their positions upon consummation of the transaction.
The Nuclear Committee will have authority to act on behalf of the CEG Board of Directors in matters related to the operation, maintenance, contribution of capital, decommissioning, fuel cycle, and others relating to the safety of the licensed facilities.
 
The Application Page 13 of 20 Nuclear Committee will have the responsibility and exclusive authority to ensure that the activities of CEG with respect to the licensed facilities are at all times conducted in a manner consistent with the protection of the public health and safety and the common defense and security of the United States.Consistent with prior NRC decisions, the full Board of Directors of CEG will be authorized to act on behalf of CEG, after consultation with the Nuclear Committee, with respect to three fundamental business matters. These are as follows: (1) Whether to close a licensed facility and to begin its decommissioning, and as to whether to seek renewal of its license.(2) Whether to sell, lease, or otherwise dispose of CEG's interest in a licensed facility.(3) The implementation of any action which is ordered by the NRC or any other agency or court of competent jurisdiction.
Application Page 10 of 20 MEHC Directors The following individuals, all but one of whom are United States citizens, are the directors of MEHC:
In light of the above provisions, there is no reason to believe that either CENG or CEG is or will be owned, controlled, or dominated by any alien, foreign corporation, or foreign government.
David L. Sokol, Chairman Gregory E. Abel (Canadian citizen)
Thus, any indirect transfers of control of the licenses for CCNPP, NMPNS, and Ginna will not result in any foreign ownership, domination, or control of the licenses within the meaning of the Atomic Energy Act.V. TECHNICAL QUALIFICATIONS The technical qualifications of the licensees are not affected by the proposed indirect transfers of control of CCNPP, NMPNS, and Ginna licenses.
Warren E. Buffett Marc D. Hamburg Walter Scott, Jr.
There will be no physical changes to CCNPP, NMPNS, or Ginna and no changes in their day-to-day operations in connection with the indirect transfers of control. The current licensees will at all times remain the licensed operators of CCNPP, NMPNS, and Ginna. No conforming changes will be required to the facility operating licenses or the site-specific ISFSI license as a result of the acquisition of CEG by MEHC.The nuclear operating organizations for the licensed facilities are expected to remain essentially unchanged as a result of the acquisition.
MEHC Executive Officers The following individuals, all but one of whom are United States citizens, are the principal executive officers of MEHC:
No significant changes in the management or organization of any of the nuclear generating stations are expected to be made as a result of the transaction.
David L. Sokol, Chairman Gregory E. Abel, President and Chief Executive Officer (Canadian citizen)
Application Page 14 of 20 The technical qualifications of CEG after the merger will be enhanced by the assignment of William J. Fehrman as the Chairman of the Nuclear Committee of the CEG Board of Directors, and as Chairman of CENG. Mr. Fehrman is the former president and chief executive officer (2003 -2006) of Nebraska Public Power District NPPD, based in Columbus, Nebraska.
Patrick J. Goodman, Senior Vice President and Chief Financial Officer William J. Fehrman, Senior Vice President Douglas L. Anderson, Senior Vice President, General Counsel and Corporate Secretary Maureen E. Sammon, Senior Vice President and Chief Administrative Officer CEHLLC Directors The following individuals, all of whom are United States citizens, are the directors of CEHLLC:
Nebraska Public Power District owns and operates Cooper Nuclear Station. Mr. Fehrman, currently president and chief executive officer of MEC, senior vice president of MEHC, graduated from the University of Nebraska, in Lincoln, in 1984, with a bachelor's degree in civil engineering.
Patrick J. Goodman Douglas L. Anderson
In 1998, he earned a master's degree in business administration from Regis University, Denver, Colorado.
 
Mr. Fehrman has previous nuclear work experience and has also completed the Reactor Technology Program for utility executives from the Massachusetts Institute of Technology and National Academy for Nuclear Training and has completed the Institute of Nuclear Power Operations Senior Nuclear Plant Management Course. Mr. Fehrman is also a recently retired member of the National Nuclear Accrediting Board.VI. FINANCIAL QUALIFICATIONS A. Ongoing Operating and Maintenance Costs Historical financial information regarding CEG and its subsidiaries is provided in the 2007 Annual Report for CEG filed with the Securities and Exchange Commission and available at http://www.constellation.com/vcmfiles/Constellation/investors/2007AR/index.html.
Application Page 11 of 20 CEHLLC Executive Officers The following individuals, all but one of whom are United States citizens, are the principal executive officers of CEHLLC:
The information contained in the report supports the conclusion that CEG and the CENG Companies possess, or have reasonable assurance of obtaining, the funds necessary to cover the operating costs of CCNPP, Ginna, NMPNS Unit 1, and a pro rata share of the estimated operating costs of NMPNS Unit 2 associated with a total 82% undivided ownership interest in NMPNS Unit 2 for the period of the Licenses in accordance with 10 CFR 50.33(f)(2), and the Standard Review Plan on Power Reactor Licensee Financial Qualifications and Decommissioning Funding Assurance (NUREG-1577, Rev. 1) (FQ SRP). Financial qualifications information related to the Part 72 license for the Calvert Cliffs Independent Spent Fuel Storage Installation (ISFSI) was last submitted by the licensee on May 17, 2006, per the requirements of Application Page 15 of 20 10 CFR 72.80(b).
Gregory E. Abel, President and Chief Executive Officer (Canadian Citizen)
Such information provides reasonable assurance that the ISFSI will be operated and maintained safely for the duration of its license.The NRC has previously found that CCNPPI, NMPNSL, and REGNPPL have the financial qualifications necessary to maintain and operate their shares of their respective facilities for the periods of the operating licenses, as well as the ISFSI license held by CCNPPI. The information contained in Attachments 3 and 3A for years 2009 through 2012 was generally derived from estimates contained in the CENG 2008 business plan. Some information, such as interest expense, was not available from that plan and needed to be determined independently.
Patrick J. Goodman, Senior Vice President Douglas L. Anderson, Senior Vice President Paul Leighton, Secretary Brian Hankel, Treasurer IV.     FOREIGN OWNERSHIP OR CONTROL Constellation Energy Group, Inc. is a publicly traded company, and is currently traded on the NYSE and widely held. Constellation Energy Nuclear Group, LLC is a wholly-owned subsidiary of CEG. Section 13 of the Securities and Exchange Act of 1934, as amended, 15 U.S.C. § 78m(d), requires that a person or entity that owns or controls more than 5% of the stock of a company must file notice with the Securities and Exchange Commission.           Based upon its review of the relevant filings with the Securities and Exchange Commission, the Applicants have identified that Electricite de France (EDF), a French company, controls approximately 9.5% of the voting stock of CEG, and Barclays Global Investors, NA, a U.S. company that is owned by Barclays plc, a United Kingdom company (Barclays),
The information for year 2013 was determined based on trending, reasonable operational assumptions, and inflation estimates.
controls approximately 5.44% of the voting stock of CEG. Neither Barclays nor EDF currently exercises control over CEG. As a result of the proposed transaction it is expected that both entities will transfer their ownership shares to MEHC. The Applicants are not aware of any other alien, foreign corporation, or foreign government that holds more than 5% of the securities of CEG, or will hold more than 5% of the, securities of CEG following its acquisition by MEHC. All of the directors and officers of CENG and the CENG Companies are' United States citizens, and are expected to remain so after the transaction is consummated.
Attachment (3A) is provided in a proprietary, separate attachment, because it contains confidential commercial and financial information.
 
Constellation Energy Nuclear Group, LLC requests that Attachment (3A) be withheld from public disclosure pursuant to 10 CFR 9.17(a)(4) and the policy reflected in 10 CFR 2.390, as described in the Affidavit of Henry B. Barron, which is provided in Attachment (4) to the transmittal letter. A non-proprietary version of Attachment (3A) suitable for public disclosure is provided as Attachment (3) to the transmittal letter. This proprietary financial information contained in Attachment (3A) demonstrates that CCNPPI, NMPNSL, and REGNPPL will remain financially qualified to hold their respective licenses.The projected income and cash flow statements show that the anticipated revenues from sales of energy and capacity from CCNPP, NMPNS, and Ginna provide reasonable assurance of an adequate source of funds to meet anticipated expenses for these plants. The projected income and cash flow statements for CCNPPI also demonstrate its financial qualifications to maintain its ISFSI. Calvert Cliffs Nuclear Power Plant, Inc. currently receives a fixed stream of revenue, as well as variable revenue to cover fuel and variable operating and maintenance expenses, from a power purchase agreement with its affiliate CEG Commodities Group, Inc., which extends through December 31, 2009. The revenues under this current agreement are not affected by changes in the market price of energy.
Application Page 12 of 20 MidAmerican Energy Holdings Company is a privately-held company based in Des Moines, Iowa.       Currently the only director or principal officer of MEHC with non-U.S.
citizenship is Mr. Gregory E. Abel, a Canadian citizen. No more than one non-U.S. citizen is expected to be on the Board of Directors of MEHC following the merger transaction. The largest investor in MEHC is Berkshire Hathaway, a Delaware corporation based in Omaha, Nebraska. Berkshire Hathaway is not owned, controlled, or dominated by foreign interests.
The Chairman of the Board of CEG upon consummation of the transaction will be Mr. Gregory E. Abel, who is currently a director and the president and chief executive officer of MEHC. Mr. Abel is a Canadian citizen, but has also been a permanent resident of the United States since April 2002. He resides in Des Moines, Iowa and maintains his primary offices in the same location. In order to prevent the direct or indirect transfer of control to Mr. Abel over the nuclear activities of CENG or the CENG Companies regarding the licensed facilities, CEG will implement a negation action plan consisting of the establishment of a Special Nuclear Committee (the "Nuclear Committee") of CEG's Board of Directors, as provided for in Attachment (6). The Nuclear Committee will consist of three members, all of whom will be United States citizens.     At the time of the consummation of the acquisition, the Nuclear Committee members will be Messrs. William J. Fehrman (Chairman), Douglas L. Anderson, and Michael J. Wallace. Mr. Fehrman was associated with Nebraska Public Power District (NPPD) between 1981 and 2006, and was NPPD's president and chief executive officer from 2003 to 2006. Mr. Fehrman developed considerable familiarity with nuclear issues in connection with the NPPD's Cooper Nuclear Station.
(More information regarding Mr. Fehrman is provided below, in the technical qualifications section.)
The Nuclear Committee will have primary authority over nuclear issues relating to the licensed facilities such that foreign interests will not be able to control the licenses within the meaning of the Atomic Energy Act and the NRC regulations.         The Nuclear Committee will have authority to act on behalf of the CEG Board of Directors in matters related to the operation, maintenance, contribution of capital, decommissioning, fuel cycle, and others relating to the safety of the licensed facilities. The
 
Application Page 13 of 20 Nuclear Committee will have the responsibility and exclusive authority to ensure that the activities of CEG with respect to the licensed facilities are at all times conducted in a manner consistent with the protection of the public health and safety and the common defense and security of the United States.
Consistent with prior NRC decisions, the full Board of Directors of CEG will be authorized to act on behalf of CEG, after consultation with the Nuclear Committee, with respect to three fundamental business matters. These are as follows:
(1)     Whether to close a licensed facility and to begin its decommissioning, and as to whether to seek renewal of its license.
(2)     Whether to sell, lease, or otherwise dispose of CEG's interest in a licensed facility.
(3)     The implementation of any action which is ordered by the NRC or any other agency or court of competent jurisdiction.
In light of the above provisions, there is no reason to believe that either CENG or CEG is or will be owned, controlled, or dominated by any alien, foreign corporation, or foreign government. Thus, any indirect transfers of control of the licenses for CCNPP, NMPNS, and Ginna will not result in any foreign ownership, domination, or control of the licenses within the meaning of the Atomic Energy Act.
V.       TECHNICAL QUALIFICATIONS The technical qualifications of the licensees are not affected by the proposed indirect transfers of control of CCNPP, NMPNS, and Ginna licenses. There will be no physical changes to CCNPP, NMPNS, or Ginna and no changes in their day-to-day operations in connection with the indirect transfers of control. The current licensees will at all times remain the licensed operators of CCNPP, NMPNS, and Ginna. No conforming changes will be required to the facility operating licenses or the site-specific ISFSI license as a result of the acquisition of CEG by MEHC.
The nuclear operating organizations for the licensed facilities are expected to remain essentially unchanged as a result of the acquisition. No significant changes in the management or organization of any of the nuclear generating stations are expected to be made as a result of the transaction.
 
Application Page 14 of 20 The technical qualifications of CEG after the merger will be enhanced by the assignment of William J. Fehrman as the Chairman of the Nuclear Committee of the CEG Board of Directors, and as Chairman of CENG. Mr. Fehrman is the former president and chief executive officer (2003 - 2006) of Nebraska Public Power District NPPD, based in Columbus, Nebraska. Nebraska Public Power District owns and operates Cooper Nuclear Station. Mr. Fehrman, currently president and chief executive officer of MEC, senior vice president of MEHC, graduated from the University of Nebraska, in Lincoln, in 1984, with a bachelor's degree in civil engineering.     In 1998, he earned a master's degree in business administration from Regis University, Denver, Colorado.       Mr. Fehrman has previous nuclear work experience and has also completed the Reactor Technology Program for utility executives from the Massachusetts Institute of Technology and National Academy for Nuclear Training and has completed the Institute of Nuclear Power Operations Senior Nuclear Plant Management Course. Mr. Fehrman is also a recently retired member of the National Nuclear Accrediting Board.
VI.     FINANCIAL QUALIFICATIONS A.     Ongoing Operating and Maintenance Costs Historical financial information regarding CEG and its subsidiaries is provided in the 2007 Annual Report for CEG filed with the Securities and Exchange Commission and available at http://www.constellation.com/vcmfiles/Constellation/investors/2007AR/index.html.       The   information contained in the report supports the conclusion that CEG and the CENG Companies possess, or have reasonable assurance of obtaining, the funds necessary to cover the operating costs of CCNPP, Ginna, NMPNS Unit 1, and a pro rata share of the estimated operating costs of NMPNS Unit 2 associated with a total 82% undivided ownership interest in NMPNS Unit 2 for the period of the Licenses in accordance with 10 CFR 50.33(f)(2), and the Standard Review Plan on Power Reactor Licensee Financial Qualifications and Decommissioning Funding Assurance (NUREG-1577, Rev. 1) (FQ SRP). Financial qualifications information related to the Part 72 license for the Calvert Cliffs Independent Spent Fuel Storage Installation (ISFSI) was last submitted by the licensee on May 17, 2006, per the requirements of
 
Application Page 15 of 20 10 CFR 72.80(b). Such information provides reasonable assurance that the ISFSI will be operated and maintained safely for the duration of its license.
The NRC has previously found that CCNPPI, NMPNSL, and REGNPPL have the financial qualifications necessary to maintain and operate their shares of their respective facilities for the periods of the operating licenses, as well as the ISFSI license held by CCNPPI. The information contained in Attachments 3 and 3A for years 2009 through 2012 was generally derived from estimates contained in the CENG 2008 business plan. Some information, such as interest expense, was not available from that plan and needed to be determined independently.                     The information for year 2013 was determined based on trending, reasonable operational assumptions, and inflation estimates. Attachment (3A) is provided in a proprietary, separate attachment, because it contains confidential commercial and financial information. Constellation Energy Nuclear Group, LLC requests that Attachment (3A) be withheld from public disclosure pursuant to 10 CFR 9.17(a)(4) and the policy reflected in 10 CFR 2.390, as described in the Affidavit of Henry B. Barron, which is provided in Attachment (4) to the transmittal letter. A non-proprietary version of Attachment (3A) suitable for public disclosure is provided as Attachment (3) to the transmittal letter. This proprietary financial information contained in Attachment (3A) demonstrates that CCNPPI, NMPNSL, and REGNPPL will remain financially qualified to hold their respective licenses.
The projected income and cash flow statements show that the anticipated revenues from sales of energy and capacity from CCNPP, NMPNS, and Ginna provide reasonable assurance of an adequate source of funds to meet anticipated expenses for these plants. The projected income and cash flow statements for CCNPPI also demonstrate its financial qualifications to maintain its ISFSI. Calvert Cliffs Nuclear Power Plant, Inc. currently receives a fixed stream of revenue, as well as variable revenue to cover fuel and variable operating and maintenance expenses, from a power purchase agreement with its affiliate CEG Commodities Group, Inc., which extends through December 31, 2009. The revenues under this current agreement are not affected by changes in the market price of energy.
 
Application Page 16 of 20 Nine Mile Point Nuclear Station, LLC and REGNPPL each receive revenue from both sales of energy at market (that are affected by market prices) and pursuant to power purchase agreements previously described to and reviewed by NRC. To the extent that aspects of these agreements affect the enclosed projected income statements, further information is provided in notes to the projections.
Application Page 16 of 20 Nine Mile Point Nuclear Station, LLC and REGNPPL each receive revenue from both sales of energy at market (that are affected by market prices) and pursuant to power purchase agreements previously described to and reviewed by NRC. To the extent that aspects of these agreements affect the enclosed projected income statements, further information is provided in notes to the projections.
As previously described to the NRC, CEG also operates a cash pool arrangement for its nuclear generation subsidiaries and other non-regulated operations.
As previously described to the NRC, CEG also operates a cash pool arrangement for its nuclear generation subsidiaries and other non-regulated operations. Each day, each member of the cash pool provides CEG with its cash positions for that day and transfers to the pool any excess cash, which is invested. Further, the- CENG Companies maintain Inter-Company Credit Agreements with CEG in accordance with prior NRC Orders approving license transfers and license conditions imposed on the Licenses. The amounts of funding available under these Inter-Company Credit Agreements for each site are sufficient to fund the estimated fixed operating and maintenance costs at each site for a period of time of at least six months, as set forth in the FQ SRP. These Inter-Company Credit Agreements could be supported by CEG's credit agreements and committed bank lines of credit that remain available to fund the total amount of funding available under the Inter-Company Credit Agreements. These arrangements will remain in place, will be unchanged by the proposed merger, and will continue in compliance with existing license requirements.
Each day, each member of the cash pool provides CEG with its cash positions for that day and transfers to the pool any excess cash, which is invested.
As previously described, the transaction will result in CEG becoming an indirect wholly owned subsidiary of MEHC. It will not change the financial ability of CEG, CENG and the CENG Companies to operate and maintain the plants. As described above, the overall financial position of CEG will be strengthened by the merger.
Further, the- CENG Companies maintain Inter-Company Credit Agreements with CEG in accordance with prior NRC Orders approving license transfers and license conditions imposed on the Licenses.
B.       Decommissioning Funding Information regarding the status of decommissioning funding for CCNPP, NMPNS, and Ginna as of December 31, 2006 was reported to the NRC in accordance with 10 CFR 50.75(f)(1), in Reference (1),
The amounts of funding available under these Inter-Company Credit Agreements for each site are sufficient to fund the estimated fixed operating and maintenance costs at each site for a period of time of at least six months, as set forth in the FQ SRP. These Inter-Company Credit Agreements could be supported by CEG's credit agreements and committed bank lines of credit that remain available to fund the total amount of funding available under the Inter-Company Credit Agreements.
dated March 30, 2007.         The proposed transaction will not affect the decommissioning funding arrangements     previously   reported. The licensees   will continue   to maintain     their existing decommissioning trust funds segregated from their assets and outside their administrative control in
These arrangements will remain in place, will be unchanged by the proposed merger, and will continue in compliance with existing license requirements.
 
As previously described, the transaction will result in CEG becoming an indirect wholly owned subsidiary of MEHC. It will not change the financial ability of CEG, CENG and the CENG Companies to operate and maintain the plants. As described above, the overall financial position of CEG will be strengthened by the merger.B. Decommissioning Funding Information regarding the status of decommissioning funding for CCNPP, NMPNS, and Ginna as of December 31, 2006 was reported to the NRC in accordance with 10 CFR 50.75(f)(1), in Reference (1), dated March 30, 2007. The proposed transaction will not affect the decommissioning funding arrangements previously reported.
Application
The licensees will continue to maintain their existing decommissioning trust funds segregated from their assets and outside their administrative control in Application
                                                                                          'Page 17 of 20 accordance with the requirements of 10 CFR 50.75(e)(1). The trustee for all of the decommissioning funds will remain Mellon Bank NA. As required by 10 CFR 50.75(t)(1), Applicants will provide an updated status report by March 31, 2009, as shown in Attachment (6).
'Page 17 of 20 accordance with the requirements of 10 CFR 50.75(e)(1).
Calvert Cliffs Nuclear Power Plant, Inc. currently provides decommissioning funding assurance for CCNPP by means of an external sinking fund which is funded with additional company contributions from a non-bypassable charge, as defined in 10 CFR 50.2, collected by CEG's regulated utility affiliate, Baltimore Gas & Electric. Pursuant to a recent settlement agreement with the Maryland Public Service Commission, these arrangements will continue through December 31, 2016.           Calvert Cliffs Nuclear Power Plant, Inc. thus intends to continue to provide decommissioning funding assurance for CCNPP in accordance with 10 CFR 50.75(e)(1)(ii)(B).       Calvert Cliffs Nuclear Power Plant, Inc. also provides decommissioning funding assurance for the Calvert Cliffs ISFSI through an external sinking fund in accordance with 10 CFR 72.30(c)(5).
The trustee for all of the decommissioning funds will remain Mellon Bank NA. As required by 10 CFR 50.75(t)(1), Applicants will provide an updated status report by March 31, 2009, as shown in Attachment (6).Calvert Cliffs Nuclear Power Plant, Inc. currently provides decommissioning funding assurance for CCNPP by means of an external sinking fund which is funded with additional company contributions from a non-bypassable charge, as defined in 10 CFR 50.2, collected by CEG's regulated utility affiliate, Baltimore Gas & Electric.
Nine Mile Point Nuclear Station, LLC currently provides decommissioning funding assurance for NMPNS Unit 1 and its share of NMPNS Unit 2 through existing prepaid decommissioning trust funds assets, in accordance with 10 CFR 50.75(e)(1)(i). R. E. Ginna Nuclear Power Plant, LLC provides decommissioning funding assurance for Ginna through its existing prepaid decommissioning trust fund assets in accordance with 10 CFR 50.75(e)(1)(i).
Pursuant to a recent settlement agreement with the Maryland Public Service Commission, these arrangements will continue through December 31, 2016. Calvert Cliffs Nuclear Power Plant, Inc. thus intends to continue to provide decommissioning funding assurance for CCNPP in accordance with 10 CFR 50.75(e)(1)(ii)(B).
As is demonstrated above, in accordance with 10 CFR 50.75, there continues to be reasonable assurance that the Applicants will have the funds necessary to cover the estimated decommissioning costs of CCNPP, Ginna, and NMPNS Unit 1, and the relevant share of the decommissioning costs of NMPNS Unit 2 at the end of licensed operation. In addition, decommissioning funding assurance for the ISFSI will be maintained consistent with the requirements of 10 CFR 72.30(c).
Calvert Cliffs Nuclear Power Plant, Inc. also provides decommissioning funding assurance for the Calvert Cliffs ISFSI through an external sinking fund in accordance with 10 CFR 72.30(c)(5).
VII. ANTITRUST INFORMATION This Application post-dates the issuance of the plants' operating licenses, and therefore no antitrust review is required or authorized. Based upon the Commission's decision in Kansas Gas and Electric Co., et al. (Wolf Creek Generating Station, Unit 1), CLI-99-19, 49 NRC 441 (1999), the Atomic
Nine Mile Point Nuclear Station, LLC currently provides decommissioning funding assurance for NMPNS Unit 1 and its share of NMPNS Unit 2 through existing prepaid decommissioning trust funds assets, in accordance with 10 CFR 50.75(e)(1)(i).
 
R. E. Ginna Nuclear Power Plant, LLC provides decommissioning funding assurance for Ginna through its existing prepaid decommissioning trust fund assets in accordance with 10 CFR 50.75(e)(1)(i).
Application Page 18 of 20 Energy Act does not require or authorize antitrust reviews of post-operating license transfer applications.
As is demonstrated above, in accordance with 10 CFR 50.75, there continues to be reasonable assurance that the Applicants will have the funds necessary to cover the estimated decommissioning costs of CCNPP, Ginna, and NMPNS Unit 1, and the relevant share of the decommissioning costs of NMPNS Unit 2 at the end of licensed operation.
See also 10 CFR 50.80(b); Final Rule, Antitrust Review Authority: Clarification, 65 Fed. Reg. 44,649 (July 19, 2000).
In addition, decommissioning funding assurance for the ISFSI will be maintained consistent with the requirements of 10 CFR 72.30(c).VII. ANTITRUST INFORMATION This Application post-dates the issuance of the plants' operating licenses, and therefore no antitrust review is required or authorized.
VIII. RESTRICTED DATA AND CLASSIFIED NATIONAL SECURITY INFORMATION The proposed indirect transfers do not contain any Restricted Data or other Classified National Security Information, nor do they result in any change in access to any Restricted Data or Classified National Security Information. The CENG Companies' existing restrictions on access to Restricted Data and Classified National Security Information are unaffected by the proposed transfers. In compliance with Section 145a of the Act, the CENG Companies agree that restricted or classified defense information will not be provided to any individual until the Office of Personnel Management investigates and reports to the NRC on the character, associations, and loyalty of such individual, and the NRC determines that permitting such person to have access to Restricted Data will not endanger the common defense and security of the United States.
Based upon the Commission's decision in Kansas Gas and Electric Co., et al. (Wolf Creek Generating Station, Unit 1), CLI-99-19, 49 NRC 441 (1999), the Atomic Application Page 18 of 20 Energy Act does not require or authorize antitrust reviews of post-operating license transfer applications.
IX.     ENVIRONMENTAL CONSIDERATIONS The requested consent to transfers of control of the Licenses is exempt from environmental review because it falls within the categorical exclusion contained in 10 CFR 51.22(c)(21), for which neither an Environmental Assessment nor an Environmental Impact Statement is required. Moreover, the proposed transfers will not directly affect the actual operation of the plants in any substantive way. The proposed transfers do not involve an increase in the amounts, or a change in the types, of any radiological effluents that may be allowed to be released off-site, and they do not involve an increase in the amounts, or a change in the types, of non-radiological effluents that may be released off-site. Further, there is no increase in the individual or cumulative operational radiation exposure, and the proposed transfers have no environmental impact.
See also 10 CFR 50.80(b);
 
Final Rule, Antitrust Review Authority:
Application Page 19 of 20 X.       PRICE-ANDERSON INDEMNITY AND NUCLEAR INSURANCE The proposed indirect transfers of control do not affect the existing Price-Anderson indemnity agreement for CCNPP, NMPNS, and Ginna, and do not affect the required nuclear property damage insurance pursuant to 10 CFR 50.54(w) and nuclear energy liability insurance pursuant to Section 170 of the Act and 10 CFR Part 140. Constellation Energy Nuclear Group, LLC will maintain all required nuclear property damage insurance and nuclear energy liability insurance. In addition, CENG's annual reporting in compliance with 10 CFR 140.21(e) provides reasonable assurance regarding its ongoing ability to pay its share of any annual retrospective premium.       Also, CENG's financial information submitted with this application provides assurance of the ability to pay deferred premiums in accordance with 10 CFR 140.21(f).
Clarification, 65 Fed. Reg. 44,649 (July 19, 2000).VIII. RESTRICTED DATA AND CLASSIFIED NATIONAL SECURITY INFORMATION The proposed indirect transfers do not contain any Restricted Data or other Classified National Security Information, nor do they result in any change in access to any Restricted Data or Classified National Security Information.
XI.     EFFECTIVE DATES The proposed acquisition by merger of CEG by MEHC requires the customary regulatory approvals of various federal and state regulatory authorities, in addition to the NRC. The parties to the proposed transaction anticipate closing within seven months of the execution of the definitive merger agreement (September 19, 2008).       The Applicants respectfully request that the NRC review this Application on a schedule that will permit NRC to issue its consent to the indirect license transfers as promptly as possible. The Applicants are prepared to work closely with the NRC staff to help expedite the Application's review, but request approval in any event no later than March 31, 2009. The Applicants further request that the consent be immediately effective upon issuance and that it permit the indirect transfers of control to be implemented at any time within the customary one year of the date of approval of this Application. The Applicants will keep the NRC informed of any significant developments that have a material impact on the schedule.
The CENG Companies' existing restrictions on access to Restricted Data and Classified National Security Information are unaffected by the proposed transfers.
 
In compliance with Section 145a of the Act, the CENG Companies agree that restricted or classified defense information will not be provided to any individual until the Office of Personnel Management investigates and reports to the NRC on the character, associations, and loyalty of such individual, and the NRC determines that permitting such person to have access to Restricted Data will not endanger the common defense and security of the United States.IX. ENVIRONMENTAL CONSIDERATIONS The requested consent to transfers of control of the Licenses is exempt from environmental review because it falls within the categorical exclusion contained in 10 CFR 51.22(c)(21), for which neither an Environmental Assessment nor an Environmental Impact Statement is required.
Application Page 20 of 20 XII. CONCLUSION Based upon the foregoing information, the Applicants request that the NRC issue an Order consenting to the indirect transfers of control of the Facility Operating Licenses Nos. DPR-53, DPR-69, DPR-63, NPF-69, and DPR-18, and ISFSI Materials License No. SNM-2505.
Moreover, the proposed transfers will not directly affect the actual operation of the plants in any substantive way. The proposed transfers do not involve an increase in the amounts, or a change in the types, of any radiological effluents that may be allowed to be released off-site, and they do not involve an increase in the amounts, or a change in the types, of non-radiological effluents that may be released off-site.
REFERENCE (1)     Letter from Mr. J. M. Heffley (CEGG) to Document Control Desk (NRC), dated March 30, 2007, Biennial Report, Status of Decommissioning Funding per 10 CFR 50.75(f)(1), ADAMS Accession Number ML071080262
Further, there is no increase in the individual or cumulative operational radiation exposure, and the proposed transfers have no environmental impact.
 
Application Page 19 of 20 X. PRICE-ANDERSON INDEMNITY AND NUCLEAR INSURANCE The proposed indirect transfers of control do not affect the existing Price-Anderson indemnity agreement for CCNPP, NMPNS, and Ginna, and do not affect the required nuclear property damage insurance pursuant to 10 CFR 50.54(w) and nuclear energy liability insurance pursuant to Section 170 of the Act and 10 CFR Part 140. Constellation Energy Nuclear Group, LLC will maintain all required nuclear property damage insurance and nuclear energy liability insurance.
ATTACHMENT (2)
In addition, CENG's annual reporting in compliance with 10 CFR 140.21(e) provides reasonable assurance regarding its ongoing ability to pay its share of any annual retrospective premium. Also, CENG's financial information submitted with this application provides assurance of the ability to pay deferred premiums in accordance with 10 CFR 140.21(f).
PRE- AND POST-MERGER SIMPLIFIED ORGANIZATIONAL CHARTS Constellation Energy Nuclear Group, LLC October 3, 2008
XI. EFFECTIVE DATES The proposed acquisition by merger of CEG by MEHC requires the customary regulatory approvals of various federal and state regulatory authorities, in addition to the NRC. The parties to the proposed transaction anticipate closing within seven months of the execution of the definitive merger agreement (September 19, 2008). The Applicants respectfully request that the NRC review this Application on a schedule that will permit NRC to issue its consent to the indirect license transfers as promptly as possible.
 
The Applicants are prepared to work closely with the NRC staff to help expedite the Application's review, but request approval in any event no later than March 31, 2009. The Applicants further request that the consent be immediately effective upon issuance and that it permit the indirect transfers of control to be implemented at any time within the customary one year of the date of approval of this Application.
ATTACHMENT (2)
The Applicants will keep the NRC informed of any significant developments that have a material impact on the schedule.
PRE- AND POST- MERGER SIMPLIFIED ORGANIZATIONAL CHARTS Simplified Organizational Chart of Pre-Merger Nuclear Plant Ownership Note: Only entities with direct or indirect ownership or control of the NRC licenses are shown.
Application Page 20 of 20 XII. CONCLUSION Based upon the foregoing information, the Applicants request that the NRC issue an Order consenting to the indirect transfers of control of the Facility Operating Licenses Nos. DPR-53, DPR-69, DPR-63, NPF-69, and DPR-18, and ISFSI Materials License No. SNM-2505.REFERENCE (1) Letter from Mr. J. M. Heffley (CEGG) to Document Control Desk (NRC), dated March 30, 2007, Biennial Report, Status of Decommissioning Funding per 10 CFR 50.75(f)(1), ADAMS Accession Number ML071080262 ATTACHMENT (2)PRE- AND POST-MERGER SIMPLIFIED ORGANIZATIONAL CHARTS Constellation Energy Nuclear Group, LLC October 3, 2008 ATTACHMENT (2)PRE- AND POST- MERGER SIMPLIFIED ORGANIZATIONAL CHARTS Simplified Organizational Chart of Pre-Merger Nuclear Plant Ownership Note: Only entities with direct or indirect ownership or control of the NRC licenses are shown.Constellation Energy Group, Inc.Constellation Energy Nuclear Group, LLC Constellation Nuclear Power Plants, Inc.Calvert Cliffs Nuclear Power Plant, Inc.R.E. Ginna Nuclear Power Plant, LLC Nine Mile Point Nuclear Station, LLC ATTACHMENT (2)PRE- AND POST- MERGER SIMPLIFIED ORGANIZATIONAL CHARTS Simplified Organizational Chart of Post-Merger Nuclear Plant Ownership' Waller Scoti llerkshlre Hathaway, Inc. Da~ld Sokol GregAliel Calvert Cliffs PIE. Gilisa Nine Mile Point Nuclear Nuclear3 NWlear ower Power'This organizational chart shows only the principal business platforms of MidAmerican Energy Holdings Company. The organizational chart also shows a simplified depiction of the intermediate structure between MEHC and (i) MidAmerican Energy Company, (ii) Kern River, and (iii) NEDL and YEDL Note: For Constellation, only entities with direct or indirect ownership or control of the NRC licenses are shown.
Constellation Energy Group, Inc.
ATTACHMENT (3)PROJECTED INCOME STATEMENTS FOR LICENSEES (Non-Proprietary Version)Constellation Energy Nuclear Group, LLC October 3, 2008 ATTACHMENT (3)PROJECTED INCOME STATEMENTS FOR LICENSEES (Non-Proprietary Version)Projected Income Statement  
Constellation Energy Nuclear Group, LLC Constellation Nuclear                                          Calvert Cliffs Nuclear Power Plants, Inc.                                             Power Plant, Inc.
-Calvert Cliffs Nuclear Power Plant ($ Millions) 2009 2010 2011 2012 2013 Revenue *PPA Market Total Revenues Operating Expenses Nuclear fuel (incl. DOE disposal fees)(1)O&M, Non-Outage (2)O&M, refueling outage O&M, allocated Corporate (3)Property taxes Decommissioning expenses Depreciation Total Operating Expenses Operating Income Other (income) / expense Decommissioning fund earnings (4)Net interest expense Decommissioning Revenues (5)Total other (income) / expense Pretax Income Income Taxes (6)Net Income After-Tax Notes: Financial projection is based on the corporate approved 2008-2012 business plan. 2013 is extrapolated out using trend data, maintaining no change from 2012 or using a 3% inflation adjustment.
R.E. Ginna Nuclear                               Nine Mile Point Power Plant, LLC                           Nuclear Station, LLC
 
ATTACHMENT (2)
PRE- AND POST- MERGER SIMPLIFIED ORGANIZATIONAL CHARTS Simplified Organizational Chart of Post-Merger Nuclear Plant Ownership' Waller llerkshlre Hathaway, Inc.                                 Da~ld Sokol Scoti GregAliel Calvert Cliffs       PIE. Gilisa           Nine Mile Point Nuclear             Nuclear3                 NWlear ower                 Power
'This organizational chart shows only the principal business platforms of MidAmerican Energy Holdings Company. The organizational chart also shows a simplified depiction of the intermediate structure between MEHC and (i) MidAmerican Energy Company, (ii) Kern River, and (iii) NEDL and YEDL Note: For Constellation, only entities with direct or indirect ownership or control of the NRC licenses are shown.
 
ATTACHMENT (3)
PROJECTED INCOME STATEMENTS FOR LICENSEES (Non-Proprietary Version)
Constellation Energy Nuclear Group, LLC October 3, 2008
 
ATTACHMENT (3)
PROJECTED INCOME STATEMENTS FOR LICENSEES (Non-Proprietary Version)
Projected Income Statement - Calvert Cliffs Nuclear Power Plant
($ Millions)                                                         2009       2010       2011       2012       2013 Revenue
* PPA Market Total Revenues Operating Expenses Nuclear fuel (incl. DOE disposal fees)(1)
O&M, Non-Outage (2)
O&M, refueling outage O&M, allocated Corporate (3)
Property taxes Decommissioning expenses Depreciation Total Operating Expenses Operating Income Other (income) / expense Decommissioning fund earnings (4)
Net interest expense Decommissioning Revenues (5)
Total other (income) / expense Pretax Income Income Taxes (6)
Net Income After-Tax Notes:
Financial projection is based on the corporate approved 2008-2012 business plan. 2013 is extrapolated out using trend data, maintaining no change from 2012 or using a 3% inflation adjustment.
CCNPPI's revenue is provided from a power purchase agreement with Constellation Energy Commodities Group, Inc. The agreement provides for monthly fixed payments, as well as additional monthly variable payments equal to CCNPPI's cost for: fuel commodity, fuel delivery, facility output transmission and distribution cost and variable operations and maintenance cost. The effective period of the contract runs until 12/31/2009, after which it is assumed a similar PPA will be renewed growing revenues 3% from 2010-2013.
CCNPPI's revenue is provided from a power purchase agreement with Constellation Energy Commodities Group, Inc. The agreement provides for monthly fixed payments, as well as additional monthly variable payments equal to CCNPPI's cost for: fuel commodity, fuel delivery, facility output transmission and distribution cost and variable operations and maintenance cost. The effective period of the contract runs until 12/31/2009, after which it is assumed a similar PPA will be renewed growing revenues 3% from 2010-2013.
1 -The cost of casks used to store spent nuclear fuel in the ISFSI are included as part of the nuclear fuel batch cost and are recorded as expense in the income statement as MWs of electricity are generated.
1 - The cost of casks used to store spent nuclear fuel in the ISFSI are included as part of the nuclear fuel batch cost and are recorded as expense in the income statement as MWs of electricity are generated.
2- Operational cost resulting from loading spent nuclear fuel into casks for storage in the ISFSI are included in the projection for O&M Non-Outage.
2- Operational cost resulting from loading spent nuclear fuel into casks for storage in the ISFSI are included in the projection for O&M Non-Outage.
3 -Corporate costs were allocated using a weighted formula. Half of the allocation is based on headcount, and half of the allocation is based on net income (before the allocation).
3 - Corporate costs were allocated using a weighted formula. Half of the allocation is based on headcount, and half of the allocation is based on net income (before the allocation).
4- Decommissioning fund earnings represent dividend and interest income on Nuclear Decommissioning Trust Fund (NDTF) assets. They do not project any gains or losses realized from the sale of assets, or any potential future impairments.
4-   Decommissioning fund earnings represent dividend and interest income on Nuclear Decommissioning Trust Fund (NDTF) assets. They do not project any gains or losses realized from the sale of assets, or any potential future impairments.
1 of 20 ATTACHMENT (3)PROJECTED INCOME STATEMENTS FOR LICENSEES (Non-Proprietary Version)5 -Calvert Cliffs Nuclear Power Plant receives $18.7M from BGE as a collection from ratepayers for the decommissioning costs of the facility.
1 of 20
This was stipulated in Senate Bill 1 passed in Maryland in 2007.6 -Assumed Income Tax rate of 40.36%.2 of 20 ATTACHMENT (3)PROJECTED INCOME STATEMENTS FOR LICENSEES (Non-Proprietary Version)Projected Income Statement  
 
-Calvert Cliffs Nuclear Power Plant With a 10% Reduction to Market Prices *($ Millions) 2009 2010 2011 2012 2013 Revenue *PPA Market Total Revenues Operating Expenses Nuclear fuel (incl. DOE disposal fees) (1)O&M, Non-Outage (2)O&M, refueling outage O&M, allocated Corporate (3)Property taxes Decommissioning expenses Depreciation Total Operating Expenses Operating Income Other (income) / expense Decommissioning fund earnings (4)Net interest expense Decommissioning Revenues (5)Total other (income) / expense Pretax Income Income Taxes (6)Net Income After-Tax Notes: Financial projection is based on the corporate approved 2008-2012 business plan. 2013 is extrapolated out using trend data, maintaining no change from 2012 or using a 3% inflation adjustment.
ATTACHMENT (3)
This schedule reflects the following sensitivity requested by the NRC: Reduce market revenues each year by 10%.CCNPP's revenue is provided through a Power Purchase and Marketing Agreement between CCNPP and Constellation Energy Commodities Group, Inc. The agreement provides monthly fixed payments and monthly variable payments equal to CCNPP's cost for: fuel commodity, fuel delivery, facility output transmission and distribution cost and variable operations and maintenance cost. For 2009, there are no market revenues so there is no price impact. For 2010-2013, we are assuming that the PPA would be renewed, however we do not have 100%assurance of this, so our projections include lower revenues based on the 10% price decline scenario.1 -The cost of casks used to store spent nuclear fuel in the ISFSI are included as part of the nuclear fuel batch cost and are recorded as expense in the income statement as MWs of electricity are generated.
PROJECTED INCOME STATEMENTS FOR LICENSEES (Non-Proprietary Version) 5 - Calvert Cliffs Nuclear Power Plant receives $18.7M           from BGE as a collection from ratepayers for the decommissioning costs of the facility. This was stipulated in Senate Bill 1 passed in Maryland in 2007.
2- Operational cost resulting from loading spent nuclear fuel into casks for storage in the ISFSI are included in the projection for O&M Non-Outage.
6 - Assumed Income Tax rate of 40.36%.
3 -Corporate costs were allocated using a weighted formula. Half of the allocation is based on headcount, and half of the allocation is based on net income (before the allocation).
2 of 20
3 of 20 ATTACHMENT (3)PROJECTED INCOME STATEMENTS FOR LICENSEES (Non-Proprietary Version)4- Decommissioning fund earnings represent dividend and interest income on Nuclear Decommissioning Trust Fund (NDTF) assets. They do not project any gains or losses realized from the sale of assets, or any potential future impairments.
 
5- Calvert Cliffs Nuclear Power Plant receives $18.7M from BGE as a collection from ratepayers for the decommissioning costs of the facility.
ATTACHMENT (3)
This was stipulated in Senate Bill 1 passed in Maryland in 2007.6 -Assumed Income Tax rate of 40.36%.4 of 20 ATTACHMENT (3)PROJECTED INCOME STATEMENTS FOR LICENSEES (Non-Proprietary Version)Projected Income Statement  
PROJECTED INCOME STATEMENTS FOR LICENSEES (Non-Proprietary Version)
-Calvert Cliffs Nuclear Power Plant With a 10% Reduction of MWhr Sales ($ Millions) 2009 2010 2011 2012 2013 Revenue *PPA Market Total Revenues Operating Expenses Nuclear fuel (incl. DOE disposal fees) (1)O&M, Non-Outage (2)O&M, refueling outage O&M, allocated Corporate (3)Property taxes Decommissioning expenses Depreciation Total Operating Expenses Operating Income Other (income) / expense Decommissioning fund earnings (4)Net interest expense Decommissioning Revenues (5)Total other (income) / expense Pretax Income Income Taxes (6)Net Income After-Tax Notes: Financial projection is based on the corporate approved 2008-2012 business plan. 2013 is extrapolated out using trend data, maintaining no change from 2012 or using a 3% inflation adjustment.
Projected Income Statement - Calvert Cliffs Nuclear Power Plant With a 10% Reduction to Market Prices *
See Notes for Projected Income Statement.
($ Millions)                                                           2009     2010       2011     2012       2013 Revenue
The sensitivity analysis reflects results from a 10% reduction of MWhr sales lower than projected.
* PPA Market Total Revenues Operating Expenses Nuclear fuel (incl. DOE disposal fees) (1)
The fixed monthly payment is not effected by the 10% reduction in MWhrs sales, however, variable operating costs including nuclear fuel amortization have decreased with a corresponding and offsetting decrease in variable revenues, resulting in minimal effects on Operating Income and Net Income. For 2010-2013, we are assuming that the PPA would be renewed, however we do not have 100% assurance of this, so our projections include lower revenues based on the 10% volume drop scenario.1 -The cost of casks used to store spent nuclear fuel in the ISFSI are included as part of the nuclear fuel batch cost and are recorded as expense in the income statement as MWs of electricity are generated.
O&M, Non-Outage (2)
2- Operational cost resulting from loading spent nuclear fuel into casks for storage in the ISFSI are included in the projection for O&M Non-Outage.
O&M, refueling outage O&M, allocated Corporate (3)
3 -Corporate costs were allocated using a weighted formula. Half of the allocation is based on headcount, and half of the allocation is based on net income (before the allocation).
Property taxes Decommissioning expenses Depreciation Total Operating Expenses Operating Income Other (income) / expense Decommissioning fund earnings (4)
5 of 20 ATTACHMENT (3)PROJECTED INCOME STATEMENTS FOR LICENSEES (Non-Proprietary Version)4- Decommissioning fund earnings represent dividend and interest income on Nuclear Decommissioning Trust Fund (NDTF) assets. They do not project any gains or losses realized from the sale of assets, or any potential future impairments.
Net interest expense Decommissioning Revenues (5)
5- Calvert Cliffs Nuclear Power Plant receives $18.7M from BGE as a collection from ratepayers for the decommissioning costs of the facility.
Total other (income) / expense Pretax Income Income Taxes (6)
This was stipulated in Senate Bill 1 passed in Maryland in 2007.6 -Assumed Income Tax rate of 40.36%.6 of 20 ATTACHMENT (3)PROJECTED INCOME STATEMENTS FOR LICENSEES (Non-Proprietary Version)Projected Statement of Operating Cashflows  
Net Income After-Tax Notes:
-Calvert Cliffs Nuclear Power Plant ($ Millions) 2009 2010 2011 2012 2013 Revenue*PPA Market Total Revenues Operating Expenses Nuclear fuel (capital & DOE disposal fees) (1)O&M, Non-Outage O&M, refueling outage O&M, allocated Corporate (2)Property taxes Decommissioning Revenues (3)Total Operating Expenses Capital project expenditures (4)Decommissioning Trust Fund Investments (5)Operating Cashflows Before Income Taxes &financing costs Notes: Financial projection is based on the corporate approved 2008-2012 business plan. 2013 is extrapolated out using trend data, maintaining no change from 2012 or using a 3% inflation adjustment.
Financial projection is based on the corporate approved 2008-2012 business plan. 2013 is extrapolated out using trend data, maintaining no change from 2012 or using a 3% inflation adjustment.
This schedule reflects the following sensitivity requested by the NRC: Reduce market revenues each year by 10%.
CCNPP's revenue is provided through a Power Purchase and Marketing Agreement between CCNPP and Constellation Energy Commodities Group, Inc. The agreement provides monthly fixed payments and monthly variable payments equal to CCNPP's cost for: fuel commodity, fuel delivery, facility output transmission and distribution cost and variable operations and maintenance cost. For 2009, there are no market revenues so there is no price impact. For 2010-2013, we are assuming that the PPA would be renewed, however we do not have 100%
assurance of this, so our projections include lower revenues based on the 10% price decline scenario.
1 - The cost of casks used to store spent nuclear fuel in the ISFSI are included as part of the nuclear fuel batch cost and are recorded as expense in the income statement as MWs of electricity are generated.
2-   Operational cost resulting from loading spent nuclear fuel into casks for storage in the ISFSI are included in the projection for O&M Non-Outage.
3 - Corporate costs were allocated using a weighted formula. Half of the allocation is based on headcount, and half of the allocation is based on net income (before the allocation).
3 of 20
 
ATTACHMENT (3)
PROJECTED INCOME STATEMENTS FOR LICENSEES (Non-Proprietary Version) 4- Decommissioning fund earnings represent dividend and interest income on Nuclear Decommissioning Trust Fund (NDTF) assets. They do not project any gains or losses realized from the sale of assets, or any potential future impairments.
5- Calvert Cliffs Nuclear Power Plant receives $18.7M from BGE as a collection from ratepayers for the decommissioning costs of the facility. This was stipulated in Senate Bill 1 passed in Maryland in 2007.
6 - Assumed Income Tax rate of 40.36%.
4 of 20
 
ATTACHMENT (3)
PROJECTED INCOME STATEMENTS FOR LICENSEES (Non-Proprietary Version)
Projected Income Statement - Calvert Cliffs Nuclear Power Plant With a 10% Reduction of MWhr Sales
($ Millions)                                                         2009       2010       2011       2012       2013 Revenue
* PPA Market Total Revenues Operating Expenses Nuclear fuel (incl. DOE disposal fees) (1)
O&M, Non-Outage (2)
O&M, refueling outage O&M, allocated Corporate (3)
Property taxes Decommissioning expenses Depreciation Total Operating Expenses Operating Income Other (income) / expense Decommissioning fund earnings (4)
Net interest expense Decommissioning Revenues (5)
Total other (income) / expense Pretax Income Income Taxes (6)
Net Income After-Tax Notes:
Financial projection is based on the corporate approved 2008-2012 business plan. 2013 is extrapolated out using trend data, maintaining no change from 2012 or using a 3% inflation adjustment.
See Notes for Projected Income Statement. The sensitivity analysis reflects results from a 10% reduction of MWhr sales lower than projected. The fixed monthly payment is not effected by the 10% reduction in MWhrs sales, however, variable operating costs including nuclear fuel amortization have decreased with a corresponding and offsetting decrease in variable revenues, resulting in minimal effects on Operating Income and Net Income. For 2010-2013, we are assuming that the PPA would be renewed, however we do not have 100% assurance of this, so our projections include lower revenues based on the 10% volume drop scenario.
1 - The cost of casks used to store spent nuclear fuel in the ISFSI are included as part of the nuclear fuel batch cost and are recorded as expense in the income statement as MWs of electricity are generated.
2-   Operational cost resulting from loading spent nuclear fuel into casks for storage in the ISFSI are included in the projection for O&M Non-Outage.
3 - Corporate costs were allocated using a weighted formula. Half of the allocation is based on headcount, and half of the allocation is based on net income (before the allocation).
5 of 20
 
ATTACHMENT (3)
PROJECTED INCOME STATEMENTS FOR LICENSEES (Non-Proprietary Version) 4- Decommissioning fund earnings represent dividend and interest income on Nuclear Decommissioning Trust Fund (NDTF) assets. They do not project any gains or losses realized from the sale of assets, or any potential future impairments.
5- Calvert Cliffs Nuclear Power Plant receives $18.7M from BGE as a collection from ratepayers for the decommissioning costs of the facility. This was stipulated in Senate Bill 1 passed in Maryland in 2007.
6 - Assumed Income Tax rate of 40.36%.
6 of 20
 
ATTACHMENT (3)
PROJECTED INCOME STATEMENTS FOR LICENSEES (Non-Proprietary Version)
Projected Statement of Operating Cashflows - Calvert Cliffs Nuclear Power Plant
($ Millions)                                                             2009       2010     2011     2012     2013 Revenue*
PPA Market Total Revenues Operating Expenses Nuclear fuel (capital & DOE disposal fees) (1)
O&M, Non-Outage O&M, refueling outage O&M, allocated Corporate (2)
Property taxes Decommissioning Revenues (3)
Total Operating Expenses Capital project expenditures (4)
Decommissioning Trust Fund Investments (5)
Operating Cashflows Before Income Taxes &
financing costs Notes:
Financial projection is based on the corporate approved 2008-2012 business plan. 2013 is extrapolated out using trend data, maintaining no change from 2012 or using a 3% inflation adjustment.
* Operating Cash flow projection uses' the same revenue assumptions as the Base Case income statement.
* Operating Cash flow projection uses' the same revenue assumptions as the Base Case income statement.
1 -The 2013 estimated nuclear fuel purchases were derived using the average of the 3 prior years, escalated 5%.2 -Allocated corporate costs are net of depreciation, using same allocation methodology as base case.3- Calvert Cliffs Nuclear Power Plant receives $18.7M from BGE as a collection from ratepayers for the decommissioning costs of the facility.
1 - The 2013 estimated nuclear fuel purchases were derived using the average of the 3 prior years, escalated 5%.
This was stipulated in Senate Bill 1 passed in Maryland in 2007.4 -Capital costs related to the expansion of the ISFS1 are included in projected capital project expenditures.
2 - Allocated corporate costs are net of depreciation, using same allocation methodology as base case.
5- Proceeds from the Nuclear Decommissioning Revenues are expected to be invested in the Nuclear Decommissioning Trust Fund Assets which are held in trust.7 of 20 ATTACHMENT (3)PROJECTED INCOME STATEMENTS FOR LICENSEES (Non-Proprietary Version)Projected Income Statement  
3-   Calvert Cliffs Nuclear Power Plant receives $18.7M from BGE as a collection from ratepayers for the decommissioning costs of the facility. This was stipulated in Senate Bill 1 passed in Maryland in 2007.
-Nine Mile Point Nuclear Power Plant ($ Millions) 2009 2010 2011 2012 2013 Revenue PPA (1)Market (1)Total Revenues Operating Expenses Nuclear fuel (incl. DOE disposal fees) (2)O&M, Non-Outage (3)O&M, refueling outage O&M, allocated Corporate (4)Property taxes Decommissioning expenses Depreciation Total Operating Expenses Operating Income Other (income) / expense Decommissioning fund earnings (5)Net interest expense Total other (income) / expense Pretax Income Income Taxes (6)Net Income After-Tax Notes: Financial projection is based on the corporate approved 2008-2012 business plan. 2013 is extrapolated out using trend data, maintaining no change from 2012 or using a 3% inflation adjustment.
4 - Capital costs related to the expansion of the ISFS1 are included in projected capital project expenditures.
5-     Proceeds from the Nuclear Decommissioning Revenues are expected to be invested                     in the Nuclear Decommissioning Trust Fund Assets which are held in trust.
7 of 20
 
ATTACHMENT (3)
PROJECTED INCOME STATEMENTS FOR LICENSEES (Non-Proprietary Version)
Projected Income Statement - Nine Mile Point Nuclear Power Plant
($ Millions)                                                         2009       2010       2011       2012       2013 Revenue PPA (1)
Market (1)
Total Revenues Operating Expenses Nuclear fuel (incl. DOE disposal fees) (2)
O&M, Non-Outage (3)
O&M, refueling outage O&M, allocated Corporate (4)
Property taxes Decommissioning expenses Depreciation Total Operating Expenses Operating Income Other (income) / expense Decommissioning fund earnings (5)
Net interest expense Total other (income) / expense Pretax Income Income Taxes (6)
Net Income After-Tax Notes:
Financial projection is based on the corporate approved 2008-2012 business plan. 2013 is extrapolated out using trend data, maintaining no change from 2012 or using a 3% inflation adjustment.
Nine Mile Point Nuclear Station, LLC (NMPNSL) is a wholly owned indirect subsidiary of Constellation Energy Nuclear Group, LLC. (CENG). NMPNSL is the owner and operator of Nine Mile Point Unit 1 and 82% co-owner of Nine Mile Point Unit 2. Long Island Power Authority owns the remaining 18% of Nine Mile Point Unit 2, entitling them to 18% of the generating output and responsibility for 18% of the operating costs. All figures contained in this financial statement reflect CENG's 82% ownership.
Nine Mile Point Nuclear Station, LLC (NMPNSL) is a wholly owned indirect subsidiary of Constellation Energy Nuclear Group, LLC. (CENG). NMPNSL is the owner and operator of Nine Mile Point Unit 1 and 82% co-owner of Nine Mile Point Unit 2. Long Island Power Authority owns the remaining 18% of Nine Mile Point Unit 2, entitling them to 18% of the generating output and responsibility for 18% of the operating costs. All figures contained in this financial statement reflect CENG's 82% ownership.
1 -The Projected Income Statement includes the projected revenue that is expected from the sale of 90% of the facility's output to under purchased power agreement (PPA) arrangements.
1 - The Projected Income Statement includes the projected revenue that is expected from the sale of 90% of the facility's output to under purchased power agreement (PPA) arrangements. Other output is sold at market. The PPA with NMP Unit 1 terminates in August 2009, and the projections then include sales of 100% from Unit 1 at market. The PPA for NMP Unit 2 terminates in November, 2011, but a revenue sharing agreement takes place afterwards for 10 years. Revenue subject to the RSA is depicted on the PPA line beginning in 2011. Revenue from 2009-2012 represents the approved business plan. 2013 was escalated by 3%.
Other output is sold at market. The PPA with NMP Unit 1 terminates in August 2009, and the projections then include sales of 100% from Unit 1 at market. The PPA for NMP Unit 2 terminates in November, 2011, but a revenue sharing agreement takes place afterwards for 10 years. Revenue subject to the RSA is depicted on the PPA line beginning in 2011. Revenue from 2009-2012 represents the approved business plan. 2013 was escalated by 3%.2 -The cost of casks used to store spent nuclear fuel in the ISFSI are included as part of the nuclear fuel batch cost and are recorded as expense in the income statement as MWs of electricity are generated.
2 - The cost of casks used to store spent nuclear fuel in the ISFSI are included as part of the nuclear fuel batch cost and are recorded as expense in the income statement as MWs of electricity are generated.
3- Operational cost resulting from loading spent nuclear fuel into casks for storage in the ISFSI are included in the projection for O&M Non-Outage.
3-   Operational cost resulting from loading spent nuclear fuel into casks for storage in the ISFSI are included in the projection for O&M Non-Outage.
8 of 20 ATTACHMENT (3)PROJECTED INCOME STATEMENTS FOR LICENSEES (Non-Proprietary Version)4 -Corporate costs were allocated using a weighted formula. Half of the allocation is based on headcount, and half of the allocation is based on net income (before the allocation).
8 of 20
5- Decommissioning fund earnings represent dividend and interest income on Nuclear Decommissioning Trust Fund (NDTF) assets. They do not project any gains or losses realized from the sale of assets, or any potential future impairments.
 
6 -Assumed Income Tax rate of 39.62%.9 of 20 ATTACHMENT (3)PROJECTED INCOME STATEMENTS FOR LICENSEES (Non-Proprietary Version)Projected Income Statement  
ATTACHMENT (3)
-Nine Mile Point Nuclear Power Plant With a 10% Reduction to Market Prices ($ Millions) 2009 2010 2011 2012 2013 Revenue PPA (1)(la)Market (1)Total Revenues Operating Expenses Nuclear fuel (incl. DOE disposal fees) (2)O&M, Non-Outage (3)O&M, refueling outage O&M, allocated Corporate (4)Property taxes Decommissioning expenses Depreciation Total Operating Expenses Operating Income Other (income) / expense Decommissioning fund earnings (5)Net interest expense Total other (income) / expense Pretax Income Income Taxes (6)Net Income After-Tax Notes: Financial projection is based on the corporate approved 2008-2012 business plan. 2013 is extrapolated out using trend data, maintaining no change from 2012 or using a 3% inflation adjustment.
PROJECTED INCOME STATEMENTS FOR LICENSEES (Non-Proprietary Version) 4 - Corporate costs were allocated using a weighted formula. Half of the allocation is based on headcount, and half of the allocation is based on net income (before the allocation).
5- Decommissioning fund earnings represent dividend and interest income on Nuclear Decommissioning Trust Fund (NDTF) assets. They do not project any gains or losses realized from the sale of assets, or any potential future impairments.
6 - Assumed Income Tax rate of 39.62%.
9 of 20
 
ATTACHMENT (3)
PROJECTED INCOME STATEMENTS FOR LICENSEES (Non-Proprietary Version)
Projected Income Statement - Nine Mile Point Nuclear Power Plant With a 10% Reduction to Market Prices
($ Millions)                                                         2009       2010       2011       2012       2013 Revenue PPA (1)(la)
Market (1)
Total Revenues Operating Expenses Nuclear fuel (incl. DOE disposal fees) (2)
O&M, Non-Outage (3)
O&M, refueling outage O&M, allocated Corporate (4)
Property taxes Decommissioning expenses Depreciation Total Operating Expenses Operating Income Other (income) / expense Decommissioning fund earnings (5)
Net interest expense Total other (income) / expense Pretax Income Income Taxes (6)
Net Income After-Tax Notes:
Financial projection is based on the corporate approved 2008-2012 business plan. 2013 is extrapolated out using trend data, maintaining no change from 2012 or using a 3% inflation adjustment.
Nine Mile Point Nuclear Station, LLC (NMPNSL) is a wholly owned indirect subsidiary of Constellation Energy Nuclear Group, LLC. (CENG). NMPNSL is the owner and operator of Nine Mile Point Unit 1 and 82% co-owner of Nine Mile Point Unit 2. Long Island Power Authority owns the remaining 18% of Nine Mile Point Unit 2, entitling them to 18% of the generating output and responsibility for 18% of the operating costs. All figures contained in this financial statement reflect CENG's 82% ownership.
Nine Mile Point Nuclear Station, LLC (NMPNSL) is a wholly owned indirect subsidiary of Constellation Energy Nuclear Group, LLC. (CENG). NMPNSL is the owner and operator of Nine Mile Point Unit 1 and 82% co-owner of Nine Mile Point Unit 2. Long Island Power Authority owns the remaining 18% of Nine Mile Point Unit 2, entitling them to 18% of the generating output and responsibility for 18% of the operating costs. All figures contained in this financial statement reflect CENG's 82% ownership.
1 -This schedule reflects the following sensitivity requested by the NRC: Reduce market revenues each year by 10%.The schedule above reflects this reduction in market revenues and corresponding reduction in income tax expense.1 a -The Projected Income Statement includes the projected revenue that is expected from the sale of 90% of the facility's output to under purchased power agreement (PPA) arrangements.
1 - This schedule reflects the following sensitivity requested by the NRC: Reduce market revenues each year by 10%.
Other output is sold at market. The PPA with NMP Unit 1 terminates in August 2009, and the projections then include sales of 100% from Unit 1 at market. The PPA for NMP Unit 2 terminates in November, 2011, but a revenue sharing agreement takes place afterwards for 10 years. Revenue subject to the RSA is depicted on the PPA line beginning in 2011.2 -The cost of casks used to store spent nuclear fuel in the ISFSI are included as part of the nuclear fuel batch cost and are recorded as expense in the income statement as MWs of electricity are generated.
The schedule above reflects this reduction in market revenues and corresponding reduction in income tax expense.
10 of 20 ATTACHMENT (3)PROJECTED INCOME STATEMENTS FOR LICENSEES (Non-Proprietary Version)3- Operational cost resulting from loading spent nuclear fuel into casks for storage in the ISFSI are included in the projection for O&M Non-Outage.
1a - The Projected Income Statement includes the projected revenue that is expected from the sale of 90% of the facility's output to under purchased power agreement (PPA) arrangements. Other output is sold at market. The PPA with NMP Unit 1 terminates in August 2009, and the projections then include sales of 100% from Unit 1 at market. The PPA for NMP Unit 2 terminates in November, 2011, but a revenue sharing agreement takes place afterwards for 10 years. Revenue subject to the RSA is depicted on the PPA line beginning in 2011.
4 -Corporate costs were allocated using a weighted formula. Half of the allocation is based on headcount, and half of the allocation is based on net income (before the allocation).
2 - The cost of casks used to store spent nuclear fuel in the ISFSI are included as part of the nuclear fuel batch cost and are recorded as expense in the income statement as MWs of electricity are generated.
5- Decommissioning fund earnings represent dividend and interest income on Nuclear Decommissioning Trust Fund (NDTF) assets. They do not project any gains or losses realized from the sale of assets, or any potential future impairments.
10 of 20
6 -Assumed Income Tax rate of 39.62%.11 of 20 ATTACHMENT (3)PROJECTED INCOME STATEMENTS FOR LICENSEES (Non-Proprietary Version)Projected Income Statement  
 
-Nine Mile Point Nuclear Power Plant With a 10% Reduction of MWhr Sales ($ Millions) 2009 2010 2011 2012 2013 Revenue PPA (1) (la)Market (1)Total Revenues Operating Expenses Nuclear fuel (incl. DOE disposal fees) (2)O&M, Non-Outage (3)O&M, refueling outage O&M, allocated Corporate (4)Property taxes Decommissioning expenses Depreciation Total Operating Expenses Operating Income Other (income) / expense Decommissioning fund earnings (5)Net interest expense Total other (income) / expense Pretax Income Income Taxes (6)Net Income After-Tax Notes: Financial projection is based on the corporate approved 2008-2012 business plan. 2013 is extrapolated out using trend data, maintaining no change from 2012 or using a 3% inflation adjustment.
ATTACHMENT (3)
PROJECTED INCOME STATEMENTS FOR LICENSEES (Non-Proprietary Version) 3- Operational cost resulting from loading spent nuclear fuel into casks for storage in the ISFSI are included in the projection for O&M Non-Outage.
4 - Corporate costs were allocated using a weighted formula. Half of the allocation is based on headcount, and half of the allocation is based on net income (before the allocation).
5- Decommissioning fund earnings represent dividend and interest income on Nuclear Decommissioning Trust Fund (NDTF) assets. They do not project any gains or losses realized from the sale of assets, or any potential future impairments.
6 - Assumed Income Tax rate of 39.62%.
11 of 20
 
ATTACHMENT (3)
PROJECTED INCOME STATEMENTS FOR LICENSEES (Non-Proprietary Version)
Projected Income Statement - Nine Mile Point Nuclear Power Plant With a 10% Reduction of MWhr Sales
($ Millions)                                                         2009       2010       2011       2012       2013 Revenue PPA (1) (la)
Market (1)
Total Revenues Operating Expenses Nuclear fuel (incl. DOE disposal fees) (2)
O&M, Non-Outage (3)
O&M, refueling outage O&M, allocated Corporate (4)
Property taxes Decommissioning expenses Depreciation Total Operating Expenses Operating Income Other (income) / expense Decommissioning fund earnings (5)
Net interest expense Total other (income) / expense Pretax Income Income Taxes (6)
Net Income After-Tax Notes:
Financial projection is based on the corporate approved 2008-2012 business plan. 2013 is extrapolated out using trend data, maintaining no change from 2012 or using a 3% inflation adjustment.
Nine Mile Point Nuclear Station, LLC (NMPNSL) is a wholly owned indirect subsidiary of Constellation Energy Nuclear Group, LLC. (CENG). NMPNSL is the owner and operator of Nine Mile Point Unit 1 and 82% co-owner of Nine Mile Point Unit 2. Long Island Power Authority owns the remaining 18% of Nine Mile Point Unit 2, entitling them to 18% of the generating output and responsibility for 18% of the operating costs. All figures contained in this financial statement reflect CENG's 82% ownership.
Nine Mile Point Nuclear Station, LLC (NMPNSL) is a wholly owned indirect subsidiary of Constellation Energy Nuclear Group, LLC. (CENG). NMPNSL is the owner and operator of Nine Mile Point Unit 1 and 82% co-owner of Nine Mile Point Unit 2. Long Island Power Authority owns the remaining 18% of Nine Mile Point Unit 2, entitling them to 18% of the generating output and responsibility for 18% of the operating costs. All figures contained in this financial statement reflect CENG's 82% ownership.
1 -See Notes for Projected Income Statement.
1 - See Notes for Projected Income Statement. The sensitivity analysis reflects results from a 10% reduction of MWhr sales lower than projected, which includes reductions in PPA and Market revenues and corresponding reductions in Nuclear Fuel amortization and Income Tax expense.
The sensitivity analysis reflects results from a 10% reduction of MWhr sales lower than projected, which includes reductions in PPA and Market revenues and corresponding reductions in Nuclear Fuel amortization and Income Tax expense.la -The Projected Income Statement includes the projected revenue that is expected from the sale of 90% of the facility's output to under purchased power agreement (PPA) arrangements.
la - The Projected Income Statement includes the projected revenue that is expected from the sale of 90% of the facility's output to under purchased power agreement (PPA) arrangements. Other output is sold at market. The PPA with NMP Unit 1 terminates in August 2009, and the projections then include sales of 100% from Unit 1 at market. The PPA for NMP Unit 2 terminates in November, 2011, but a revenue sharing agreement takes place afterwards for 10 years. Revenue subject to the RSA is depicted on the PPA line beginning in 2011.
Other output is sold at market. The PPA with NMP Unit 1 terminates in August 2009, and the projections then include sales of 100% from Unit 1 at market. The PPA for NMP Unit 2 terminates in November, 2011, but a revenue sharing agreement takes place afterwards for 10 years. Revenue subject to the RSA is depicted on the PPA line beginning in 2011.2 -The cost of casks used to store spent nuclear fuel in the ISFSI are included as part of the nuclear fuel batch cost and are recorded as expense in the income statement as MWs of electricity are generated.
2 - The cost of casks used to store spent nuclear fuel in the ISFSI are included as part of the nuclear fuel batch cost and are recorded as expense in the income statement as MWs of electricity are generated.
12 of 20 ATTACHMENT (3)PROJECTED INCOME STATEMENTS FOR LICENSEES (Non-Proprietary Version)3- Operational cost resulting from loading spent nuclear fuel into casks for storage in the ISFSI are included in the projection for O&M Non-Outage.
12 of 20
4 -Corporate costs were allocated using a weighted formula. Half of the allocation is based on headcount, and half of the allocation is based on net income (before the allocation).
 
5- Decommissioning fund earnings represent dividend and interest income on Nuclear Decommissioning Trust Fund (NDTF) assets. They do not project any gains or losses realized from the sale of assets, or any potential future impairments.
ATTACHMENT (3)
6 -Assumed Income Tax rate of 39.62%.13 of 20 ATTACHMENT (3)PROJECTED INCOME STATEMENTS FOR LICENSEES (Non-Proprietary Version)Projected Statement of Operating Cashflows  
PROJECTED INCOME STATEMENTS FOR LICENSEES (Non-Proprietary Version) 3- Operational cost resulting from loading spent nuclear fuel into casks for storage in the ISFSI are included in the projection for O&M Non-Outage.
-Nine Mile Point Nuclear Power Plant ($ Millions) 2009 2010 2011 2012 2013 Revenue PPA Market Total Revenues Operating Expenses Nuclear fuel (capital & DOE disposal fees) (1)O&M, Non-Outage O&M, refueling outage O&M, allocated Corporate (2)Property taxes Total Operating Expenses Capital project expenditures (3)Operating Cashflows Before Income Taxes &financing costs Notes: Financial projection is based on the corporate approved 2008-2012 business plan. 2013 is extrapolated out using trend data, maintaining no change from 2012 or using a 3% inflation adjustment.
4 - Corporate costs were allocated using a weighted formula. Half of the allocation is based on headcount, and half of the allocation is based on net income (before the allocation).
5- Decommissioning fund earnings represent dividend and interest income on Nuclear Decommissioning Trust Fund (NDTF) assets. They do not project any gains or losses realized from the sale of assets, or any potential future impairments.
6 - Assumed Income Tax rate of 39.62%.
13 of 20
 
ATTACHMENT (3)
PROJECTED INCOME STATEMENTS FOR LICENSEES (Non-Proprietary Version)
Projected Statement of Operating Cashflows - Nine Mile Point Nuclear Power Plant
($ Millions)                                                             2009     2010       2011       2012     2013 Revenue PPA Market Total Revenues Operating Expenses Nuclear fuel (capital & DOE disposal fees) (1)
O&M, Non-Outage O&M, refueling outage O&M, allocated Corporate (2)
Property taxes Total Operating Expenses Capital project expenditures (3)
Operating Cashflows Before Income Taxes &
financing costs Notes:
Financial projection is based on the corporate approved 2008-2012 business plan. 2013 is extrapolated out using trend data, maintaining no change from 2012 or using a 3% inflation adjustment.
Nine Mile Point Nuclear Station, LLC (NMPNSL) is a wholly owned indirect subsidiary of Constellation Energy Nuclear Group, LLC. (CENG). NMPNSL is the owner and operator of Nine Mile Point Unit 1 and 82% co-owner of Nine Mile Point Unit 2. Long Island Power Authority owns the remaining 18% of Nine Mile Point Unit 2, entitling them to 18% of the generating output and responsibility for 18% of the operating costs. All figures contained in this financial statement reflect CENG's 82% ownership.
Nine Mile Point Nuclear Station, LLC (NMPNSL) is a wholly owned indirect subsidiary of Constellation Energy Nuclear Group, LLC. (CENG). NMPNSL is the owner and operator of Nine Mile Point Unit 1 and 82% co-owner of Nine Mile Point Unit 2. Long Island Power Authority owns the remaining 18% of Nine Mile Point Unit 2, entitling them to 18% of the generating output and responsibility for 18% of the operating costs. All figures contained in this financial statement reflect CENG's 82% ownership.
Operating Cash flow projection uses same revenue assumptions as the Base Case income statement.
Operating Cash flow projection uses same revenue assumptions as the Base Case income statement.
1 -The 2013 estimated nuclear fuel purchases were derived using the average of 2009 and 2011 (both Unit 2 outages).2 -Allocated corporate costs are net of depreciation, using same allocation methodology as base case.3 -Capital costs related to the construction of the ISFSI are included in projected capital project expenditures.
1 - The 2013 estimated nuclear fuel purchases were derived using the average of 2009 and 2011 (both Unit 2 outages).
14 of 20 ATTACHMENT (3)PROJECTED INCOME STATEMENTS FOR LICENSEES (Non-Proprietary Version)Projected Income Statement  
2 - Allocated corporate costs are net of depreciation, using same allocation methodology as base case.
-Ginna Nuclear Power Plant ($ Millions) 2009 2010 2011 2012 2013 Revenue (1)PPA Market Total Revenues Operating Expenses Nuclear fuel (incl. DOE disposal fees) (2)O&M, Non-Outage (3)O&M, refueling outage O&M, allocated Corporate (4)Property taxes Decommissioning expenses Depreciation Total Operating Expenses Operating Income Other (income) / expense Decommissioning fund earnings (5)Net interest expense Total other (income) / expense Pretax Income Income Taxes (6)Net Income After-Tax Notes: Financial projection is based on the corporate approved 2008-2012 business plan. 2013 is extrapolated out using trend data, maintaining no change from 2012 or using a 3% inflation adjustment.
3 - Capital costs related to the construction of the ISFSI are included in projected capital project expenditures.
1 -The projected revenue for 2009-2012 was provided by the Constellation Energy Commodities Group consistent with their business plan. 2013 revenue was escalated 3%. Revenue for Ginna includes the power purchase agreement with Rochester Gas & Electric (RGE) that expires in 2014.2 -The cost of casks used to store spent nuclear fuel in the ISFSI are included as part of the nuclear fuel batch cost and are recorded as expense in the income statement as MWs of electricity are generated.
14 of 20
3 -Operational cost resulting from loading spent nuclear fuel into casks for storage in the ISFSI are included in the projection for O&M Non-Outage.
 
4 -Corporate costs were allocated using a weighted formula. Half of the allocation is based on headcount, and half of the allocation is based on net income (before the allocation).
ATTACHMENT (3)
5- Decommissioning fund earnings represent dividend and interest income on Nuclear Decommissioning Trust Fund (NDTF) assets. They do not project any gains or losses realized from the sale of assets, or any potential future impairments.
PROJECTED INCOME STATEMENTS FOR LICENSEES (Non-Proprietary Version)
6 -Assumed Income Tax rate of 39.62%.15 of 20 ATTACHMENT (3)PROJECTED INCOME STATEMENTS FOR LICENSEES (Non-Proprietary Version)Projected Income Statement  
Projected Income Statement - Ginna Nuclear Power Plant
-Ginna Nuclear Power Plant With a 10% Reduction to Market Prices ($ Millions) 2009 2010 2011 2012 2013 Revenue (1) (la)PPA Market Total Revenues Operating Expenses Nuclear fuel (incl. DOE disposal fees) (2)O&M, Non-Outage (3)O&M, refueling outage O&M, allocated Corporate (4)Property taxes Decommissioning expenses Depreciation Total Operating Expenses Operating Income Other (income) / expense Decommissioning fund earnings (5)Net interest expense Total other (income) / expense Pretax Income Income Taxes (6)Net Income After-Tax Notes: Financial projection is based on the corporate approved 2008-2012 business plan. 2013 is extrapolated out using trend data, maintaining no change from 2012 or using a 3% inflation adjustment.
($ Millions)                                                         2009     2010       2011       2012       2013 Revenue (1)
1 -This schedule reflects the following sensitivity requested by the NRC: Reduce market revenues each year by 10%.The schedule above reflects this reduction in market revenues and corresponding reduction in income tax expense.la -The projected revenue for 2009-2012 was provided by the Constellation Energy Commodities Group consistent with their business plan. 2013 revenue was escalated 3%. Revenue for Ginna includes the power purchase agreement with Rochester Gas & Electric (RGE) that expires in 2014.2 -The cost of casks used to store spent nuclear fuel in the ISFSI are included as part of the nuclear fuel batch cost and are recorded as expense in the income statement as MWs of electricity are generated.
PPA Market Total Revenues Operating Expenses Nuclear fuel (incl. DOE disposal fees) (2)
3- Operational cost resulting from loading spent nuclear fuel into casks for storage in the ISFSI are included in the projection for O&M Non-Outage.
O&M, Non-Outage (3)
4 -Corporate costs were allocated using a weighted formula. Half of the allocation is based on headcount, and half of the allocation is based on net income (before the allocation).
O&M, refueling outage O&M, allocated Corporate (4)
5- Decommissioning fund earnings represent dividend and interest income on Nuclear Decommissioning Trust Fund (NDTF) assets. They do not project any gains or losses realized from the sale of assets, or any potential future impairments.
Property taxes Decommissioning expenses Depreciation Total Operating Expenses Operating Income Other (income) / expense Decommissioning fund earnings (5)
16 of 20 ATTACHMENT (3)PROJECTED INCOME STATEMENTS FOR LICENSEES (Non-Proprietary Version)6 -Assumed Income Tax rate of 39.62%.17 of 20 ATTACHMENT (3)PROJECTED INCOME STATEMENTS FOR LICENSEES (Non-Proprietary Version)Projected Income Statement  
Net interest expense Total other (income) / expense Pretax Income Income Taxes (6)
-Ginna Nuclear Power Plant With a 10% Reduction of MWhr Sales ($ Millions) 2009 2010 2011 2012 2013 Revenue (1) (la)PPA Market Total Revenues Operating Expenses Nuclear fuel (incl. DOE disposal fees) (2)O&M, Non-Outage (3)O&M, refueling outage O&M, allocated Corporate (4)Property taxes Decommissioning expenses Depreciation Total Operating Expenses Operating Income Other (income) / expense Decommissioning fund earnings (5)Net interest expense Total other (income) / expense Pretax Income Income Taxes (6)Net Income After-Tax Notes: Financial projection is based on the corporate approved 2008-2012 business plan. 2013 is extrapolated out using trend data, maintaining no change from 2012 or using a 3% inflation adjustment.
Net Income After-Tax Notes:
1 -See Notes for Projected Income Statement.
Financial projection is based on the corporate approved 2008-2012 business plan. 2013 is extrapolated out using trend data, maintaining no change from 2012 or using a 3% inflation adjustment.
The sensitivity analysis reflects results from a 10% reduction of MWhr sales lower than projected, which includes reductions in PPA and Market revenues and corresponding reductions in Nuclear Fuel amortization and Income Tax expense.la -The projected revenue for 2009-2012 was provided by the Constellation Energy Commodities Group consistent with their business plan. 2013 revenue was escalated 3%. Revenue for Ginna includes the power purchase agreement with Rochester Gas & Electric (RGE) that expires in 2014.2 -The cost of casks used to store spent nuclear fuel in the ISFSI are included as part of the nuclear fuel batch cost and are recorded as expense in the income statement as MWs of electricity are generated.
1 - The projected revenue for 2009-2012 was provided by the Constellation Energy Commodities Group consistent with their business plan. 2013 revenue was escalated 3%. Revenue for Ginna includes the power purchase agreement with Rochester Gas & Electric (RGE) that expires in 2014.
3 -Operational cost resulting from loading spent nuclear fuel into casks for storage in the ISFSI are included in the projection for O&M Non-Outage.
2 - The cost of casks used to store spent nuclear fuel in the ISFSI are included as part of the nuclear fuel batch cost and are recorded as expense in the income statement as MWs of electricity are generated.
4 -Corporate costs were allocated using a weighted formula. Half of the allocation is based on headcount, and half of the allocation is based on net income (before the allocation).
3 - Operational cost resulting from loading spent nuclear fuel into casks for storage in the ISFSI are included in the projection for O&M Non-Outage.
18 of 20 ATTACHMENT (3)PROJECTED INCOME STATEMENTS FOR LICENSEES (Non-Proprietary Version)5 -Decommissioning fund earnings represent dividend and interest income on Nuclear Decommissioning Trust Fund (NDTF) assets. They do not project any gains or losses realized from the sale of assets, or any potential future impairments.
4 - Corporate costs were allocated using a weighted formula. Half of the allocation is based on headcount, and half of the allocation is based on net income (before the allocation).
6 -Assumed Income Tax rate of 39.62%.19 of 20 ATTACHMENT (3)PROJECTED INCOME STATEMENTS FOR LICENSEES (Non-Proprietary Version)Projected Statement of Operating Cashflows  
5-   Decommissioning fund earnings represent dividend and interest income on Nuclear Decommissioning Trust Fund (NDTF) assets. They do not project any gains or losses realized from the sale of assets, or any potential future impairments.
-Ginna Nuclear Power Plant ($ Millions) 2009 2010 2011 2012 2013 Revenue PPA Market Exclusion of Fair Value Adj (1)Total Revenues Operating Expenses Nuclear fuel (incl. DOE disposal fees) (2)O&M, Non-Outage O&M, refueling outage O&M, allocated Corporate (3)Property taxes Total Operating Expenses Capital project expenditures (4) (5)Operating Cashflows Before Income Taxes &financing costs Notes: Financial projection is based on the corporate approved 2008-2012 business plan. 2013 is extrapolated out using trend data, maintaining no change from 2012 or using a 3% inflation adjustment.
6 - Assumed Income Tax rate of 39.62%.
15 of 20
 
ATTACHMENT (3)
PROJECTED INCOME STATEMENTS FOR LICENSEES (Non-Proprietary Version)
Projected Income Statement - Ginna Nuclear Power Plant With a 10% Reduction to Market Prices
($ Millions)                                                         2009     2010       2011       2012       2013 Revenue (1) (la)
PPA Market Total Revenues Operating Expenses Nuclear fuel (incl. DOE disposal fees) (2)
O&M, Non-Outage (3)
O&M, refueling outage O&M, allocated Corporate (4)
Property taxes Decommissioning expenses Depreciation Total Operating Expenses Operating Income Other (income) / expense Decommissioning fund earnings (5)
Net interest expense Total other (income) / expense Pretax Income Income Taxes (6)
Net Income After-Tax Notes:
Financial projection is based on the corporate approved 2008-2012 business plan. 2013 is extrapolated out using trend data, maintaining no change from 2012 or using a 3% inflation adjustment.
1 - This schedule reflects the following sensitivity requested by the NRC: Reduce market revenues each year by 10%.
The schedule above reflects this reduction in market revenues and corresponding reduction in income tax expense.
la - The projected revenue for 2009-2012 was provided by the Constellation Energy Commodities Group consistent with their business plan. 2013 revenue was escalated 3%. Revenue for Ginna includes the power purchase agreement with Rochester Gas & Electric (RGE) that expires in 2014.
2 - The cost of casks used to store spent nuclear fuel in the ISFSI are included as part of the nuclear fuel batch cost and are recorded as expense in the income statement as MWs of electricity are generated.
3-   Operational cost resulting from loading spent nuclear fuel into casks for storage in the ISFSI are included in the projection for O&M Non-Outage.
4 - Corporate costs were allocated using a weighted formula. Half of the allocation is based on headcount, and half of the allocation is based on net income (before the allocation).
5-   Decommissioning fund earnings represent dividend and interest income on Nuclear Decommissioning Trust Fund (NDTF) assets. They do not project any gains or losses realized from the sale of assets, or any potential future impairments.
16 of 20
 
ATTACHMENT (3)
PROJECTED INCOME STATEMENTS FOR LICENSEES (Non-Proprietary Version) 6 - Assumed Income Tax rate of 39.62%.
17 of 20
 
ATTACHMENT (3)
PROJECTED INCOME STATEMENTS FOR LICENSEES (Non-Proprietary Version)
Projected Income Statement - Ginna Nuclear Power Plant With a 10% Reduction of MWhr Sales
($ Millions)                                                         2009       2010       2011       2012       2013 Revenue (1) (la)
PPA Market Total Revenues Operating Expenses Nuclear fuel (incl. DOE disposal fees) (2)
O&M, Non-Outage (3)
O&M, refueling outage O&M, allocated Corporate (4)
Property taxes Decommissioning expenses Depreciation Total Operating Expenses Operating Income Other (income) / expense Decommissioning fund earnings (5)
Net interest expense Total other (income) / expense Pretax Income Income Taxes (6)
Net Income After-Tax Notes:
Financial projection is based on the corporate approved 2008-2012 business plan. 2013 is extrapolated out using trend data, maintaining no change from 2012 or using a 3% inflation adjustment.
1 - See Notes for Projected Income Statement. The sensitivity analysis reflects results from a 10% reduction of MWhr sales lower than projected, which includes reductions in PPA and Market revenues and corresponding reductions in Nuclear Fuel amortization and Income Tax expense.
la - The projected revenue for 2009-2012 was provided by the Constellation Energy Commodities Group consistent with their business plan. 2013 revenue was escalated 3%. Revenue for Ginna includes the power purchase agreement with Rochester Gas & Electric (RGE) that expires in 2014.
2 - The cost of casks used to store spent nuclear fuel in the ISFSI are included as part of the nuclear fuel batch cost and are recorded as expense in the income statement as MWs of electricity are generated.
3 - Operational cost resulting from loading spent nuclear fuel into casks for storage in the ISFSI are included in the projection for O&M Non-Outage.
4 - Corporate costs were allocated using a weighted formula. Half of the allocation is based on headcount, and half of the allocation is based on net income (before the allocation).
18 of 20
 
ATTACHMENT (3)
PROJECTED INCOME STATEMENTS FOR LICENSEES (Non-Proprietary Version) 5 - Decommissioning fund earnings represent dividend and interest income on Nuclear Decommissioning Trust Fund (NDTF) assets. They do not project any gains or losses realized from the sale of assets, or any potential future impairments.
6 - Assumed Income Tax rate of 39.62%.
19 of 20
 
ATTACHMENT (3)
PROJECTED INCOME STATEMENTS FOR LICENSEES (Non-Proprietary Version)
Projected Statement of Operating Cashflows - Ginna Nuclear Power Plant
($ Millions)                                                             2009       2010       2011       2012       2013 Revenue PPA Market Exclusion of Fair Value Adj (1)
Total Revenues Operating Expenses Nuclear fuel (incl. DOE disposal fees) (2)
O&M, Non-Outage O&M, refueling outage O&M, allocated Corporate (3)
Property taxes Total Operating Expenses Capital project expenditures (4) (5)
Operating Cashflows Before Income Taxes &
financing costs Notes:
Financial projection is based on the corporate approved 2008-2012 business plan. 2013 is extrapolated out using trend data, maintaining no change from 2012 or using a 3% inflation adjustment.
Operating Cash flow projection uses same revenue assumptions as the Base Case income statement.
Operating Cash flow projection uses same revenue assumptions as the Base Case income statement.
1 -Revenues are impacted by the non-cash adjustment of amortizing the fair value of the PPA contract over time; to correctly state cash flows, this non-cash item is excluded from revenues and reflected in the above statement as noted.2 -The 2013 estimated nuclear fuel purchases were derived using the average of 2009 and 2010, years consistent for modelling the projected nuclear fuel purchases given Ginna's 18-month cycle.3 -Allocated corporate costs are net of depreciation, using same allocation methodology as base case.4 -Capital costs related to the construction of the ISFSI are included in projected capital project expenditures.
1 - Revenues are impacted by the non-cash adjustment of amortizing the fair value of the PPA contract over time; to correctly state cash flows, this non-cash item is excluded from revenues and reflected in the above statement as noted.
5 -The 2008 business plan included $9.6M in potential capital spending for the 2011 generator rewind. An assessment for the need of the generator rewind will be conducted during the 2009 refuelling outage. It is anticipated that the results of this evaluation will allow us to postpone the rewind beyond the planning horizon of this financial statement.
2 - The 2013 estimated nuclear fuel purchases were derived using the average of 2009 and 2010, years consistent for modelling the projected nuclear fuel purchases given Ginna's 18-month cycle.
20 of 20 ATTACHMENT (4)10 CFR 2.390 AFFIDAVIT OF HENRY B. BARRON Constellation Energy Nuclear Group, LLC October 3, 2008 UNITED STATES OF AMERICA NUCLEAR REGULATORY COMMISSION In the Matter of ))Constellation Energy Nuclear Group, LLC, et al. ))AFFIDAVIT I, Henry B. Barron of Constellation Energy Nuclear Group, LLC, for Calvert Cliffs Nuclear Power Plant, Inc., Nine Mile Point Nuclear Station, LLC, and R. E. Ginna Nuclear Power Plant, LLC (together, the CENG Companies), do hereby affirm and state: 1. I am authorized to execute this affidavit on behalf of the CENG Companies.
3 - Allocated corporate costs are net of depreciation, using same allocation methodology as base case.
: 2. The CENG Companies are providing information in support of their Application for Order Approving Indirect Transfers of Control of Licenses.
4 - Capital costs related to the construction of the ISFSI are included in projected capital project expenditures.
The documents being provided in Attachment (3A) contain proprietary financial information and financial projections related to the ownership and operation of the CENG Companies' generation assets. These documents constitute proprietary commercial and financial information that should be held in confidence by the NRC pursuant to the policy reflected in 10 CFR §§ 2.390(a)(4) and 9.17(a)(4), because: i. This information is and has been held in confidence by the CENG Companies.
5 - The 2008 business plan included $9.6M in potential capital spending for the 2011 generator rewind. An assessment for the need of the generator rewind will be conducted during the 2009 refuelling outage. It is anticipated that the results of this evaluation will allow us to postpone the rewind beyond the planning horizon of this financial statement.
ii. This information is of a type that is customarily held in confidence by the CENG Companies, and there is a rational basis for doing so because the information contains sensitive financial information concerning projected revenues and operating expenses of the CENG Companies.
20 of 20
 
ATTACHMENT (4) 10 CFR 2.390 AFFIDAVIT OF HENRY B. BARRON Constellation Energy Nuclear Group, LLC October 3, 2008
 
UNITED STATES OF AMERICA NUCLEAR REGULATORY COMMISSION In the Matter of                                           )
                                                            )
Constellation Energy Nuclear Group, LLC, et al.             )
                                                            )
AFFIDAVIT I, Henry B. Barron of Constellation Energy Nuclear Group, LLC, for Calvert Cliffs Nuclear Power Plant, Inc., Nine Mile Point Nuclear Station, LLC, and R. E. Ginna Nuclear Power Plant, LLC (together, the CENG Companies), do hereby affirm and state:
: 1.       I am authorized to execute this affidavit on behalf of the CENG Companies.
: 2.       The CENG Companies are providing information in support of their Application for Order Approving Indirect Transfers of Control of Licenses. The documents being provided in Attachment (3A) contain proprietary financial information and financial projections related to the ownership and operation of the CENG Companies' generation assets. These documents constitute proprietary commercial and financial information that should be held in confidence by the NRC pursuant to the policy reflected in 10 CFR §§ 2.390(a)(4) and 9.17(a)(4), because:
: i.       This information is and has been held in confidence by the CENG Companies.
ii.     This information is of a type that is customarily held in confidence by the CENG Companies, and there is a rational basis for doing so because the information contains sensitive financial information concerning projected revenues and operating expenses of the CENG Companies.
iii. This information is being transmitted to the NRC voluntarily and in confidence.
iii. This information is being transmitted to the NRC voluntarily and in confidence.
iv. This information is not available in public sources and could not be gathered readily from other publicly available information.
iv.     This information is not available in public sources and could not be gathered readily from other publicly available information.
: v. Public disclosure of this information would create substantial harm to the competitive position of the CENG Companies by disclosing their internal financial projections.
: v.       Public disclosure of this information would create substantial harm to the competitive position of the CENG Companies by disclosing their internal financial projections.
: 3. Accordingly, the CENG Companies request that the designated documents be withheld from public disclosure pursuant to the policy reflected in 10 CFR §§ 2.390(a)(4) and 9.17(a)(4).
: 3.       Accordingly, the CENG Companies request that the designated documents be withheld from public disclosure pursuant to the policy reflected in 10 CFR §§ 2.390(a)(4) and 9.17(a)(4).
Henry B. Barron Subscrib d and sw b fore me, a Notary Public, in and for the State of Maryland and City of Baltimore, thin gay of 2 WITNESS my hand and Notarial Seal: No'tary"Publiv
Henry B. Barron Subscrib d and sw       b fore me, a Notary Public, in and for the State of Maryland and City of Baltimore, thin   gay of 2*2008.
*3 c 4.My Commission Expires: ///1 il1*316 01'"0 Date ATTACHMENT (5)LIST OF CENG's AND CENG COMPANIES' DIRECTORS AND PRINCIPAL EXECUTIVE OFFICERS Constellation Energy Nuclear Group, LLC October 3, 2008 ATTACHMENT (5)LIST OF CENG's AND CENG COMPANIES' DIRECTORS AND PRINCIPAL EXECUTIVE OFFICERS CONSTELLATION ENERGY NUCLEAR GROUP. LLC N Directors:
WITNESS my hand and Notarial Seal:
Mayo A. Shattuck III -Chairman Michael J. Wallace Officers: Mayo A. Shattuck III -Chairman of the Board Henry B. Barron -President, Chief Executive Officer and Chief Nuclear Officer Kathleen W. Hyle -Senior Vice President and Chief Financial Officer Steven L. Miller -Senior Vice President, General Counsel and Assistant Secretary Joseph C. Turnage -Senior Vice President George Vanderheyden  
No'tary"Publiv
-Senior Vice President James K. Walkington  
                                                                      *3                             4. c My Commission Expires:             ///1                       il1*316         01'"0 Date
-Senior Vice President and Chief Administrative Officer John T. Carlin -Vice President Stephen A. Mormann -Vice President  
 
-Financial Services and Treasurer Keith J. Polson -Vice President James A. Spina -Vice President Charles A. Berardesco  
ATTACHMENT (5)
-Secretary Daniel R. Skowronski  
LIST OF CENG's AND CENG COMPANIES' DIRECTORS AND PRINCIPAL EXECUTIVE OFFICERS Constellation Energy Nuclear Group, LLC October 3, 2008
-Assistant Secretary Christopher J. Budzynski  
 
-Assistant Treasurer Frederick A. Schacknies  
ATTACHMENT (5)
-Assistant Treasurer CONSTEIJATION NUCLEAR POWER PLANTS. INC.Directors:
LIST OF CENG's AND CENG COMPANIES' DIRECTORS AND PRINCIPAL EXECUTIVE OFFICERS CONSTELLATION ENERGY NUCLEAR GROUP. LLC                           N Directors:
Michael J. Wallace Henry B. Barron Officers: Henry B. Barron -Chairman of the Board and President Stephen A. Mormann -Vice President  
Mayo A. Shattuck III - Chairman Michael J. Wallace Officers:
-Financial Services and Treasurer Steven L. Miller -Secretary Charles A. Berardesco  
Mayo A. Shattuck III - Chairman of the Board Henry B. Barron - President, Chief Executive Officer and Chief Nuclear Officer Kathleen W. Hyle - Senior Vice President and Chief Financial Officer Steven L. Miller - Senior Vice President, General Counsel and Assistant Secretary Joseph C. Turnage - Senior Vice President George Vanderheyden - Senior Vice President James K. Walkington - Senior Vice President and Chief Administrative Officer John T. Carlin - Vice President Stephen A. Mormann - Vice President - Financial Services and Treasurer Keith J. Polson - Vice President James A. Spina - Vice President Charles A. Berardesco - Secretary Daniel R. Skowronski - Assistant Secretary Christopher J. Budzynski - Assistant Treasurer Frederick A. Schacknies - Assistant Treasurer CONSTEIJATION NUCLEAR POWER PLANTS. INC.
-Assistant Secretary Christopher J. Budzynski  
Directors:
-Assistant Treasurer Frederick A. Schacknies  
Michael J. Wallace Henry B. Barron Officers:
-Assistant Treasurer 1 ATTACHMENT (5)LIST OF CENG's AND CENG COMPANIES' DIRECTORS AND PRINCIPAL EXECUTIVE OFFICERS CALVERT CLIFFS NUCLEAR POWER PLANT. INC.Directors:
Henry B. Barron - Chairman of the Board and President Stephen A. Mormann - Vice President - Financial Services and Treasurer Steven L. Miller - Secretary Charles A. Berardesco - Assistant Secretary Christopher J. Budzynski - Assistant Treasurer Frederick A. Schacknies - Assistant Treasurer 1
Michael J. Wallace Henry B. Barron James A. Spina Officers: Henry B. Barron -Chairman of the Board and President James A. Spina -Vice President Stephen A. Mormann Vice President  
 
-Financial Services and Treasurer Steven L. Miller -Secretary Charles A. Berardesco  
ATTACHMENT (5)
-Assistant Secretary Carey Fleming -Assistant Secretary Christopher J. Budzynski  
LIST OF CENG's AND CENG COMPANIES' DIRECTORS AND PRINCIPAL EXECUTIVE OFFICERS CALVERT CLIFFS NUCLEAR POWER PLANT. INC.
-Assistant Treasurer Frederick A. Schacknies  
Directors:
-Assistant Treasurer NINE MILE POINT NUCLEAR STATION. LLC Management:
Michael J. Wallace Henry B. Barron James A. Spina Officers:
Henry B. Barron - Chairman of the Board and President James A. Spina - Vice President Stephen A. Mormann Vice President - Financial Services and Treasurer Steven L. Miller - Secretary Charles A. Berardesco - Assistant Secretary Carey Fleming - Assistant Secretary Christopher J. Budzynski - Assistant Treasurer Frederick A. Schacknies - Assistant Treasurer NINE MILE POINT NUCLEAR STATION. LLC Management:
Henry B. Barron Committee:
Henry B. Barron Committee:
Michael J. Wallace Keith J. Polson Officers: Henry B. Barron -Chairman of the Board and President Keith J. Polson -Vice President Steven L. Miller -Secretary Stephen A. Mormann -Vice President  
Michael J. Wallace Keith J. Polson Officers:
-Financial Services and Treasurer Charles A. Berardesco  
Henry B. Barron - Chairman of the Board and President Keith J. Polson - Vice President Steven L. Miller - Secretary Stephen A. Mormann - Vice President - Financial Services and Treasurer Charles A. Berardesco - Assistant Secretary Carey Fleming - Assistant Secretary Christopher J. Budzynski - Assistant Treasurer Frederick A. Schacknies - Assistant Treasurer 2
-Assistant Secretary Carey Fleming -Assistant Secretary Christopher J. Budzynski  
 
-Assistant Treasurer Frederick A. Schacknies  
ATTACHMENT (5)
-Assistant Treasurer 2 ATTACHMENT (5)LIST OF CENG's AND CENG COMPANIES' DIRECTORS AND PRINCIPAL EXECUTIVE OFFICERS R. E. GINNA NUCLEAR POWER PLANT. IIC Directors:
LIST OF CENG's AND CENG COMPANIES' DIRECTORS AND PRINCIPAL EXECUTIVE OFFICERS R. E. GINNA NUCLEAR POWER PLANT. IIC Directors:
Michael J. Wallace Henry B. Barron John T. Carlin Officers: Henry B. Barron -Chairman of the Board and President John T. Carlin -Vice President Stephen A. Mormann Vice President  
Michael J. Wallace Henry B. Barron John T. Carlin Officers:
-Financial Services and Treasurer Steven L. Miller -Secretary Charles A. Berardesco  
Henry B. Barron - Chairman of the Board and President John T. Carlin - Vice President Stephen A. Mormann Vice President - Financial Services and Treasurer Steven L. Miller - Secretary Charles A. Berardesco - Assistant Secretary Carey Fleming - Assistant Secretary Christopher J. Budzynski - Assistant Treasurer Frederick A. Schacknies - Assistant Treasurer 3
-Assistant Secretary Carey Fleming -Assistant Secretary Christopher J. Budzynski  
 
-Assistant Treasurer Frederick A. Schacknies  
ATTACHMENT (6)
-Assistant Treasurer 3 ATTACHMENT (6)LIST OF REGULATORY COMMITMENTS Constellation Energy Nuclear Group, LLC October 3, 2008 ATTACHMENT (6)LIST OF REGULATORY COMMITMENTS The following table identifies the regulatory commitments in this document.
LIST OF REGULATORY COMMITMENTS Constellation Energy Nuclear Group, LLC October 3, 2008
Any other statements in this submittal represent intended or planned actions. They are provided for information purposes and are not considered to be regulatory commitments.
 
SCHEDULED COMMITMENT COMPLETION DATE Submit the decommissioning trust fund report required by 10 CFR March 31, 2009 50.75(f)(1) to the NRC.Following submittal to Submit a copy of the definitive proxy materials to the NRC. the Securities and Exchange Commission If NRC issues the indirect transfer Order and the transaction is subsequently On consummation of the consummated, form a Special Nuclear Committee of the Board of Directors transaction of CEG.1}}
ATTACHMENT (6)
LIST OF REGULATORY COMMITMENTS The following table identifies the regulatory commitments in this document. Any other statements in this submittal represent intended or planned actions. They are provided for information purposes and are not considered to be regulatory commitments.
SCHEDULED COMMITMENT                                       COMPLETION DATE Submit the decommissioning trust fund report required by 10 CFR                     March 31, 2009 50.75(f)(1) to the NRC.
Following submittal to Submit a copy of the definitive proxy materials to the NRC.                       the Securities and Exchange Commission If NRC issues the indirect transfer Order and the transaction is subsequently On consummation of the consummated, form a Special Nuclear Committee of the Board of Directors               transaction of CEG.
1}}

Latest revision as of 13:18, 14 November 2019

Independent Spent Fuel Storage Installation, Nine Mile Point, R. E. Ginna - Application for Approval of 10 CFR 50.80 and 10 CFR 72.50 Indirect Transfers of Control of Licenses Pursuant to Section 184 of the Atomic Energy
ML082810188
Person / Time
Site: Calvert Cliffs, Nine Mile Point, Ginna  Constellation icon.png
Issue date: 10/03/2008
From: Barron H
Calvert Cliffs, Constellation Energy Nuclear Group, MidAmerican Energy Holdings Co, Nine Mile Point, Ginna
To:
Document Control Desk, Office of Nuclear Reactor Regulation
References
Download: ML082810188 (60)
v • d • e


Text

Henry B. Barron Constellation Energy Nuclear Group President, CEO & Chief Nuclear Officer 100 Constellation Way Suite 1800P Baltimore, MD 21202 0 Constellation Energy Nuclear Group October 3, 2008 U. S. Nuclear Regulatory Commission Washington, D.C. 20555 ATTENTION: Document Control Desk

SUBJECT:

Calvert Cliffs Nuclear Power Plant Unit Nos. 1 & 2; Docket Nos. 50-317 & 50-318 Calvert Cliffs Independent Spent Fuel Storage Installation Docket No. 72-8 Nine Mile Point Nuclear Station Unit Nos. 1 & 2; Docket Nos. 50-220 & 50-410 R. E. Ginna Nuclear Power Plant Docket Nos. 50-244 Application for Approval of 10 CFR 50.80 and 10 CFR 72.50 Indirect Transfers of Control of Licenses Pursuant to Section 184 of the Atomic Energy Act, as amended, 10 CFR 50.80, and 10 CFR 72.50, Constellation Energy Nuclear Group, LLC (CENG), on behalf of Calvert Cliffs Nuclear Power Plant, Inc.

(CCNPPI), Nine Mile Point Nuclear Station, LLC (NMPNSL) and R. E. Ginna Nuclear Power Plant, LLC (REGNPPL), and MidAmerican Energy Holdings Company (MEHC) (together, Applicants) hereby submit an application seeking U.S. Nuclear Regulatory Commission (NRC) consent to the indirect transfers of control of the following NRC licenses: (1) Calvert Cliffs Nuclear Power Plant, Unit Nos. 1 &

2 (CCNPP), Operating Licenses DPR-53 & DPR-69; (2) Calvert Cliffs Independent Spent Fuel Storage Installation Facility (ISFSI), Materials License No. SNM-2505; (3) Nine Mile Point Nuclear Station, Unit Nos. 1 & 2 (NMPNS), Operating Licenses DPR-63 & NPF-69; and (4) R. E. Ginna Nuclear Power Plant (Ginna), Operating License DPR-18 (collectively, the Licenses). The indirect transfers of control would result from the proposed acquisition by merger of CENG's parent corporation, Constellation Energy Group, Inc. (CEG), by MEHC.

The proposed transaction will be accomplished through the involvement of four entities: CEG, MEHC, an Iowa corporation, MEHC Merger Sub, Inc. (the Merger Sub), a Maryland corporation and a wholly owned subsidiary of MEHC, and Constellation Energy Holdings, LLC (CEHLLC), a Delaware Limited Liability Company. Upon consummation of the transaction, the separate existence of the Merger Sub will cease and the Merger Sub will be merged with and into CEG. MidAmerican Energy Holdings Company will indirectly own 100% of CEG through its direct wholly owned subsidiary CEHLLC, a holding company whose existence is attributable to tax planning and other non-operational purposes.

Constellation Energy Group, Inc. will continue its corporate existence and CEG's articles of incorporation and bylaws will be amended in their entirety to be the same as the articles of incorporation and bylaws of the Merger Sub. Upon consummation of the transaction, each of the directors of CEG will resign and the

Document Control Desk October 3, 2008 Page 2 directors of the Merger Sub will become CEG's directors, as described in Attachment (1). The officers of CEG will remain as such until their successors have been duly elected or appointed and qualified.

Constellation Energy Group, Inc. thus will remain the parent company of the licensee subsidiaries of CENG (the CENG Companies), and there will be no change in CEG's direct and indirect ownership of these licensees, as shown in Attachment (2). A list of directors and principal executive officers of CENG and CENG Companies is included as Attachment (5).

The information contained in this Application, including Attachment (1), demonstrates that CENG and the CENG Companies will continue to possess the requisite qualifications to own and operate the licensed facilities in accordance with the Licenses. The proposed indirect transfers of control will not result in any change in the role of CENG's subsidiaries as the licensed operators of the facilities and will not result in any changes to their financial qualifications, decommissioning funding assurance, or technical qualifications. No physical changes will be made to the facilities and there will be no changes in day-to-day operations as a result of these transfers. The indirect transfers of control will not involve any changes to the current licensing bases. The transfer will neither have any adverse impact on the public health and safety, nor be inimical to the common defense and security. Finally, this request for transfers of control of licenses will not result in the licensees becoming owned, controlled, or dominated by a foreign entity.

The Applicants therefore respectfully request that the NRC consent to the transfers of control in accordance with 10 CFR 50.80 and 10 CFR 72.50.

This request includes a proprietary, separately bound addendum, labeled Attachment (3A), which contains confidential commercial and financial information. The Applicants request that Attachment (3A) be withheld from public disclosure pursuant to 10 CFR 9.17(a)(4) and the policy reflected in 10 CFR 2.390, as described in the Affidavit of Henry B. Barron, which is provided in Attachment (4). A non-proprietary version of Attachment (3A) suitable for public disclosure is provided as Attachment (3) hereto.

The parties to the proposed transaction anticipate closing within seven months from the date of the definitive merger agreement (September 19, 2008),'subject to receipt of all required regulatory approvals.

Applicants request that the NRC review this Application on a schedule that will permit the NRC to issue its consent to the indirect license transfers as promptly as possible and are prepared to work closely with the NRC staff to expedite the Application's review, but request approval, in any event, by March 31, 2009. The Applicants further request that such consent become immediately effective upon issuance and that it permit the indirect transfers of control to be implemented at any time within the customary one year of the date of approval of this Application. Applicants will keep the NRC informed of any significant developments that have a material impact on the transaction schedule.

This letter contains regulatory commitments as noted in Attachment (6).

Should you have any questions or require additional information regarding this request for transfers of control of licenses, please contact Louis Larragoite at 410-495-5245 or Louis.S.Larragoite@constellation.com. Service of any comments, hearing requests, intervention petitions, or other filings should be made to: Daniel F. Stenger, Hogan & Hartson LLP, 555 Thirteenth Street, NW, Washington, DC 20004, tel: 202.637.5691, email: DFStenger@hhlaw.com (counsel for CENG); and John O'Neill, Pillsbury Winthrop Shaw Pittman LLP, 2300 N Street, NW, Washington, DC 20037, tel. 202.663.8148, email: john.o'neill@pillsburylaw.com (counsel for MEHC).

Document Control Desk October 3, 2008 Page 3 Sincerely, Henry B. Barron Chief Nuclear Officer Constellation Energy Nuclear Group, LLC STATE OF MARYLAND TO WIT:

CITY OF BALTIMORE I, Henry B. Barron, state that I am the Chief Nuclear Officer for Constellation Energy Nuclear Group, LLC, for Calvert Cliffs Nuclear Power Plant, Inc., Nine Mile Point Nuclear Station, LLC, and R. E.

Ginna Nuclear Power Plant, LLC, and that I am duly authorized to execute and file this request on behalf of these companies. To the best of my knowledge and belief, the statements contained in this document with respect to these companies are true and correct. To the extent that these statements are not based on my personal knowledge, they are based upon information provided by employees and/or consultants of the companies. Such information has been reviewed in accordance with company practice, and I believe it to be reliable.

Subscribe and sworn forme, a Notary Public in and for the State of Maryland and City of Baltimore, this day of / 2008.

WITNESS my Hand and Notarial Seal:

My Commission Expires: A i// ________at

/ V/IDate

Document Control Desk October 3, 2008 Page 4 Sincerely, 4 imJ Fhman Senior Vice President MidAmerican Energy Holdings Company STATE OF MARYLAND

TO WIT:

CITY OF BALTIMORE I, William J. Fehrman, state that I am Senior Vice President of MidAmerican Energy Holdings Company (MEHC), and that I am duly authorized to execute and file this request on its behalf. To the best of my knowledge and belief, the statements contained in this document with regard to MEHC are true and correct. To the extent that those statements are not based on my personal knowledge, they are based upon information provided by employees and/or consultants of MEHC. Such information has been reviewed in accordance with company practice, and I believe it to be reliable.

Subs cribe and swor for me, a Notary Public in and for the State of Maryland and City of Baltimore, this day of 22 -" , 2008.

WITNESS my Hand and Notarial Seal:

My Commission Expires: ,//

Date

Document Control Desk October 3, 2008 Page 5 Attachments: (1) Application for Order Approving Indirect Transfers of Control of Licenses (2) Pre- and Post-Merger Simplified Organizational Charts (3) Projected Income Statements for Licensees (Non-Proprietary Version)

(3A) Projected Income Statements for Licensees (Proprietary Version)

(4) 10 CFR 2.390 Affidavit of Henry B. Barron (5) List of CENG's and CENG Companies' Directors and Principal Executive Officers (6) List of Regulatory Commitments HBB/EMT/bjd cc: With Attachment 3A D. V. Pickett, NRC R. V. Guzman, NRC Without Attachment 3A S. J. Collins, NRC Resident Inspector, NRC (Calvert Cliffs)

Resident Inspector, NRC (Ginna)

Resident Inspector, NRC (Nine Mile Point)

S. Gray, Maryland DNR J. P. Spath, NYSERDA P. Eddy, NYSOPS

ATTACHMENT (1)

APPLICATION FOR ORDER APPROVING INDIRECT TRANSFERS OF CONTROL OF LICENSES Constellation Energy Nuclear Group, LLC October 3, 2008

0 Nuclear Group Constellation Energy, APPLICATION FOR ORDER APPROVING INDIRECT TRANSFERS OF CONTROL OF LICENSES October 3, 2008 Submitted by Constellation Energy Nuclear Group, LLC, Calvert Cliffs Nuclear Power Plant, Inc.,

Nine Mile Point Nuclear Station, LLC, R. E. Ginna Nuclear Power Plant, LLC and MidAmerican Energy Holdings Company Calvert Cliffs Nuclear Power Plant, Units 1 and 2 NRC Facility Operating License Nos. DPR-53 and DPR-69 Calvert Cliffs Independent Spent Fuel Storage Installation, Materials License No. SNM-2505 Docket Nos. 50-317, 50-318, and 72-8 Nine Mile Point Nuclear Station, Units 1 and 2 NRC Facility Operating License Nos. DPR-63 and NPF-69 Docket Nos. 50-220 and 50-410 R. E. Ginna Nuclear Power Plant NRC Facility Operating License No. DPR-18 Docket No. 50-244

APPLICATION FOR ORDER APPROVING INDIRECT TRANSFERS OF CONTROL OF LICENSES TABLE OF CONTENTS I. INT R O D U C T IO N ........................................................................................................................... 1 II. STATEMENT OF PURPOSE OF THE TRANSFERS AND NATURE OF THE TRANSACTION MAKING THE TRANSFERS NECESSARY OR D E S IR A B LE ................................................................................................................................... 3 A.

SUMMARY

DESCRIPTION OF THE TRANSACTION RESULTING IN TH E T R A NSFE R S .................................................................................................... 3 B.

SUMMARY

DESCRIPTION OF MIDAMERICAN ENERGY H O LD IN G S CO M PA NY .............................................................................................. 4 C. NATURE OF THE TRANSACTION MAKING TRANSFERS D E SIR A B L E ...................................................................................................................... 6 III. GENERAL CORPORATE INFORMATION REGARDING CONSTELLATION ENERGY GROUP, INC., CONSTELLATION ENERGY NUCLEAR GROUP, LLC, THE CENG COMPANIES, AND MIDAMERICAN ENERGY HOLDINGS COMPANY ........................................................................................................ 7 A. Nam es ................................................................................................................................. 7 B. Ad d resses ............................................................................................................................ 7 C. Description of Business or Occupation .......................................................................... 7 D. O rganization and M anagem ent ....................................................................................... 8

1. States of Establishment and Place of Business .................................................. 8
2. Directors and Executive Officers ...................................................................... 9 IV. FOREIGN OWNERSHIP OR CONTROL ............................................................................... 11 V. TECHNICAL QUALIFICATIONS ............................................................................................ 13 VI. FINANCIAL QUALIFICATIONS ............................................................................................ 14 A. Ongoing Operating and Maintenance Costs ................................................................. 14 B. Decom m issioning Funding ............................................................................................ 16 VII. ANTITRUST INFORMATION ................................................................................................ 17 VIII. RESTRICTED DATA AND CLASSIFIED NATIONAL SECURITY INF O RM A TIO N ........................................................................................................................... 18 IX. ENVIRONMENTAL CONSIDERATIONS .............................................................................. 18 X. PRICE-ANDERSON INDEMNITY AND NUCLEAR INSURANCE .................................... 19 XI. EFFECT IVE D AT ES ..................................................................................................................... 19 XII. C O N C LU SIO N .............................................................................................................................. 20 R E FE R E N CE .............................................................................................................................................. 20

Application Page 1 of 20 I. INTRODUCTION Constellation Energy Nuclear Group, LLC (CENG), on behalf of Calvert Cliffs Nuclear Power Plant, Inc. (CCNPPI), Nine Mile Point Nuclear Station, LLC (NMPNSL), and R. E. Ginna Nuclear Power Plant, LLC (REGNPPL); and MidAmerican Energy Holdings Company (MEHC) (together, Applicants) hereby submit an application seeking U.S. Nuclear Regulatory Commission (NRC) consent to the indirect transfers of control of the following NRC licenses: (1) Calvert Cliffs Nuclear Power Plant, Unit Nos. 1 &

2 (CCNPP), Operating Licenses DPR-53 & DPR-69; (2) Calvert Cliffs Independent Spent Fuel Storage Installation Facility (ISFSI), Materials License No. SNM-2505; (3) Nine Mile Point Nuclear Station, Unit Nos. 1 & 2 (NMPNS), Operating Licenses DPR-63 & NPF-69; and (4) R. E. Ginna Nuclear Power Plant (Ginna), Operating License DPR-18 (collectively, the Licenses). (The facilities subject of the Licenses are collectively referred to as the licensed facilities.) The indirect transfers of control would result from the proposed acquisition by merger of CENG's parent corporation, Constellation Energy Group, Inc.

(CEG), by MEHC.

The proposed transaction will be accomplished through the involvement of four entities: CEG, a Maryland corporation, MEHC, an Iowa corporation, MEHC Merger Sub, Inc. (the Merger Sub), a Maryland corporation and a wholly owned subsidiary of MEHC, and Constellation Energy Holdings, LLC (CEHLLC), a Delaware Limited Liability Company. Upon consummation of the transaction, the separate existence of the Merger Sub will cease and the Merger Sub will be merged with and into CEG.

MidAmerican Energy Holdings Company will indirectly own 100% of CEG through its direct wholly owned subsidiary CEHLLC, a holding company created for tax planning and other non-operational purposes. Constellation Energy Group, Inc. will continue its corporate existence and CEG's articles of incorporation and bylaws will be amended in their entirety to be the same as the articles of incorporation and bylaws of the Merger Sub. Upon consummation of the transaction, each of the directors of CEG will resign and the directors of the Merger Sub will become CEG's directors as described herein. The officers of CEG will remain as such until their successors have been duly elected or appointed and qualified.

Under the terms of the proposed merger, there will be no change in CEG's direct and indirect ownership

Application Page 2 of 20 of the licensees. The indirect changes in corporate ownership will not affect the day-to-day operation of CENG's fleet of nuclear generating plants and associated ISFSI facility. See Attachment (2) to the transmittal letter, Pre- and Post-Merger Simplified Organizational Charts.

The information contained herein demonstrates that CENG and its licensee subsidiaries (the CENG Companies) will retain the requisite qualifications to own and operate the licensed facilities. The proposed indirect transfers of control will not result in any change in the role of the CENG Companies as the licensed operators of the licensed facilities and will not result in any changes to their financial qualifications, decommissioning funding assurance, or technical qualifications.'

Calvert Cliffs Nuclear Power Plant is composed of two units: Unit 1 is an 873 megawatt electric (MWe) (net) (2,700 MWt) nuclear power plant and Unit 2 is an 835 megawatt electric (MWe) (net)

(2,700 MWt) nuclear power plant. Each unit consists of a Combustion Engineering two-loop pressurized water reactor, other associated plant equipment, and related site facilities. Calvert Cliffs Nuclear Power Plant is located on the Chesapeake Bay, approximately 40 miles south of Annapolis, Maryland.

Constellation Energy Nuclear Group, LLC's wholly-owned subsidiary, CCNPPI, is the sole owner and licensed operator for CCNPP, pursuant to licenses issued by the NRC.

Nine Mile Point Nuclear Station is composed of two units: Unit 1 is a 620 megawatt electric (MWe) (net) (1,850 MWt) nuclear power plant and Unit 2 is a 1138 megawatt electric (MWe) (net)

(3,467 MWt) nuclear power plant, each consisting of a General Electric boiling water reactor, other associated plant equipment, and related site facilities. Nine Mile Point Nuclear Station is located on Lake Ontario, approximately 6 miles northeast of Oswego, New York. Constellation Energy Nuclear Group, LLC's wholly-owned indirect subsidiary, NMPNSL, is the sole owner and licensed operator for Nine Mile Point Unit 1, pursuant to a license issued by the NRC. Nine Mile Point Nuclear Station is also an owner and the licensed operator for Nine Mile Point Unit 2. Two owners currently each own an As a result of this transaction, CENG and UniStar Nuclear Operating Services, LLC will amend their application for a combined operating license for Calvert Cliffs Nuclear Power Plant Unit 3 to reflect the new ownership arrangement.

Application Page 3 of 20 undivided ownership interest in Nine Mile Point Unit 2 and entitlements to generating output, in the following percentages:

NMPNSL 82%

Long Island Power Authority 18 %

These same entities pay corresponding shares of the costs of operating Nine Mile Point Unit 2, but NMPNSL retains control over the operation of the facility and is the named licensee.

R. E. Ginna Nuclear Power Plant is a single unit, 581 megawatt electric (MWe) (net)

(1,775 MWt) nuclear power plant, consisting of a Westinghouse two-loop pressurized water reactor, other associated plant equipment, and related site facilities. R. E. Ginna Nuclear Power Plant is located in Ontario, New York, approximately 20 miles northeast of Rochester. Constellation Energy Nuclear Group, LLC's wholly-owned indirect subsidiary, R. E. Ginna Nuclear Power Plant, LLC, is the sole owner and licensed operator for Ginna, pursuant to a license issued by the NRC.

The information contained in this Application demonstrates that CENG and the CENG Companies will continue to possess the requisite qualifications to maintain their interests under the Licenses. The proposed indirect transfers of control of the Licenses will not result in any change in the role of the licensed operators of the facilities and will not result in any changes to their technical qualifications. In addition, CENG and the CENG Companies will remain financially qualified to conduct their activities under the Licenses. Finally, this request for consent to indirect transfers of control of the Licenses will not result in any of the licensee entities becoming owned, controlled, or dominated by a foreign entity.

II. STATEMENT OF PURPOSE OF THE TRANSFERS AND NATURE OF THE TRANSACTION MAKING THE TRANSFERS NECESSARY OR DESIRABLE A.

SUMMARY

DESCRIPTION OF THE TRANSACTION RESULTING IN THE TRANSFERS On September 19, 2008, MEHC and CEG reached a definitive merger agreement in which MEHC will purchase all of the outstanding shares of CEG for a cash consideration of approximately

$4.7 billion. Constellation Energy Group, Inc. also issued to MidAmerican Energy Holdings Company

Application Page 4 of 20

$1 billion of preferred equity yielding 8% upon signing of the definitive agreement and the transfer of $1 billion to CEG. The definitive agreement, which has been approved by both companies' Boards of Directors, is subject to shareholder and federal and state regulatory approvals. Once the appropriate filings are made with the Securities and Exchange Commission for shareholder approval, the applicants will provide copies to the NRC, as shown in Attachment (6)

Upon completion of the merger, CEG, through Constellation Energy Holdings, LLC (CEHLLC),

will become a wholly-owned subsidiary of MEHC. Once acquired by MEHC, CEG will be operated much as it is today, and it will continue to be headquartered in Baltimore, Maryland. Each of the directors of CEG will resign and the directors appointed by MEHC will become CEG's directors. The officers of CEG will remain as such until their successors have been duly elected or appointed and qualified. The President, Chief Executive Officer and Chief Nuclear Officer (CNO) of CENG, Henry B.

Barron, will remain the President, Chief Executive Officer and CNO following the merger.

The indirect changes in corporate ownership will not affect the day-to-day operation of CENG's fleet of nuclear generating plants and associated ISFSI facility because the alignment of the CENG Companies will not change. Figures showing the current corporate alignment and the alignment after the merger are provided in Attachment (2) to the transmittal letter.

B.

SUMMARY

DESCRIPTION OF MIDAMERICAN ENERGY HOLDINGS COMPANY MidAmerican Energy Holdings Company is a holding company which owns subsidiaries that are principally engaged in energy businesses. MidAmerican Energy Holdings Company is currently organized and managed as eight distinct platforms: PacifiCorp, MidAmerican Energy Company (MEC),

Northern Natural Gas Company (Northern), Kern River Gas Transmission Company (Kern), CE Electric UK Funding plc (which primarily includes Northern Electric Distribution Limited and Yorkshire Electricity Distribution plc), CalEnergy Generation-Foreign, CalEnergy Generation-Domestic and HomeServices of America, Inc. (HomeServices).

Application Page 5 of 20 Through these platforms, MEHC owns and operates an electric utility company in the Western United States (PacifiCorp), a combined electric and natural gas utility company in the Midwestern United States (MEC), two interstate natural gas pipeline companies in the United States (Northern and Kern),

two electricity distribution companies in Great Britain, a diversified portfolio of independent power projects foreign and domestic (CalEnergy) and the second largest residential real estate brokerage firm in the United States (HomeServices). In particular, MEHC's subsidiary MEC has provided (by itself or its predecessors) electric service in Iowa, Illinois and South Dakota for approximately 100 years.

MidAmerican Energy Company is the largest utility in Iowa, and has a 25% ownership interest in both units at Quad Cities Nuclear'Generating Station, for a total of 435 MW of capacity. The units are operated by the owner of the remaining 75% of the units, Exelon Generation Company, LLC (Exelon). In 2004, Exelon obtained license renewals from the NRC, permitting operation of both Quad Cities units through December 14, 2032.

MidAmerican Energy Holdings Company is privately-held, being owned by the following persons, each of whom possesses the diluted ownership interest indicated below:

Berkshire Hathaway Inc. 87.4%

Walter Scott, Jr. 10.9%

David Sokol 0.7%

Gregory Abel 1.0%

MidAmerican Energy Holdings Company's global assets total approximately $39.2 billion (as of December 31, 2007), and its 2007 revenues totaled $12.4 billion.

MidAmerican Energy Holdings Company holds investment grade credit ratings, on senior unsecured debt, from Standard & Poor's (BBB+/watch negative), Moody's Investors Service (Baal/stable) and FitchRatings (BBB+/stable). In addition, MEHC's utility subsidiaries are all creditworthy entities. MidAmerican Energy Holdings Company's largest investor, Berkshire Hathaway Inc. (Berkshire Hathaway), a Delaware holding corporation with its principal place of business in Omaha,

Application Page 6 of 20 Nebraska, has credit ratings from each of the rating agencies that are the highest, most secure credit ratings a corporation can receive.

C. NATURE OF THE TRANSACTION MAKING TRANSFERS DESIRABLE The purpose of the proposed acquisition by merger of CEG by MEHC is to achieve substantial strategic and financial benefits for the customers, employees, and shareholders of CEG as well as MEHC.

The merger will provide CEG with a more stable foundation from which to develop new nuclear units, as market conditions warrant. Constellation Energy Group, Inc. and its subsidiaries, including the CENG Companies, will benefit from the experience and stability of MEHC and MEHC's corporate parent, Berkshire Hathaway. In addition, as noted above, MEHC has already provided an infusion of capital to CEG through the acquisition of $1 billion of preferred equity.

Constellation Energy Group, Inc. under MEHC ownership will be better suited to undertake the infrastructure investments CEG and its subsidiaries face in the coming years since it is privately-held and not subject to shareholder expectations of regular, quarterly dividends and anticipated returns on investments. MidAmerican Energy Holdings Company's investors are focused on increasing value through significant, long-term investment in well-operated energy companies that offer predictable, reasonable returns.

MidAmerican Energy Holdings Company has identified the energy industry as a preferred area for investment of a significant amount of its capital resources in the coming years, including capital made available by Berkshire Hathaway. In MEHC's experience, investments in the energy business provide opportunities for fair and reasonable returns if energy assets are operated with a focus upon the objectives of customer service, employee commitment, financial strength, environmental respect, regulatory integrity and operational excellence. The proposed acquisition of CEG advances MEHC's goal of owning and operating a portfolio of high-quality energy businesses.

Application Page 7 of 20 III. GENERAL CORPORATE INFORMATION REGARDING CONSTELLATION ENERGY GROUP, INC., CONSTELLATION ENERGY NUCLEAR GROUP, LLC, THE CENG COMPANIES, AND MIDAMERICAN ENERGY HOLDINGS COMPANY Detailed information regarding the business and management of CEG and its subsidiaries is provided in the 2007 Annual Report for CEG filed with the Securities and Exchange Commission, which is available at http://www.constellation.com/vcmfiles/Constellation/investors/2007AR/index.html.

Certain key information regarding CEG's business is contained below. Unless otherwise noted, with respect to CEG, this information is not affected by the proposed transfers that are the subject of this Application.

A. Names Constellation Energy.Group, Inc. (CEG)

Constellation Energy Nuclear Group, LLC (CENG)

(together with the CENG Companies):

Constellation Nuclear Power Plants, Inc. (CNPPI)

Nine Mile Point Nuclear Station, LLC (NMPNSL)

R. E. Ginna Nuclear Power Plant, LLC (REGNPPL)

Calvert Cliffs Nuclear Power Plant, Inc. (CCNPPI)

B. Addresses Constellation Energy Group, Inc. and Constellation Energy Nuclear Group, LLC and CENG Companies: 100 Constellation Way, Suite 1800P, Baltimore, Maryland, 21202.

MidAmerican Energy Holding Company, 666 Grand Avenue, Suite 2900, Des Moines, Iowa, 50309.

C. Description of Business or Occupation Constellation Energy Group, Inc., through its subsidiaries, is a major generator of electric power and a leading supplier of competitive electricity, with a power generation portfolio of approximately 9,000 megawatts. The CENG Companies own and operate CEG's fleet of nuclear generating plants.

Consteallation Energy Nuclear Group, LLC additionally performs a headquarters function for all of

Application Page 8 of 20 CEG's nuclear generation assets. The output of CEG's plants is sold by CEG's commodities business, Constellation Energy Commodities Group, Inc., to many of the nation's leading distribution utilities, energy companies, and cooperatives.

D. Organization and Management

1. States of Establishment and Place of Business
  • Constellation Energy Group, Inc. is a Maryland corporation, and Maryland is its principal place of business. Constellation Energy Nuclear Group, LLC is a Maryland Limited Liability Company and a wholly-owned subsidiary of CEG.
  • Constellation Energy Nuclear Group, LLC (through its predecessor entity Constellation Generation Group, LLC) was formed in 1999, as a holding company for CEG's nuclear generation assets and consulting businesses, and to perform a headquarters function for CEG's generating units and generation operating companies.

" Calvert Cliffs Nuclear Power Plant, Inc. (CCNPPI) is a Maryland corporation and a wholly-owned direct subsidiary of CENG, and the owner and licensed operator of CCNPP and the associated ISFSI.

" Constellation Nuclear Power Plants, Inc. (CNPP) is a Delaware corporation and wholly-owned direct subsidiary of CENG, which exists solely for tax planning and other non-operational purposes. The following two entities are both wholly-owned subsidiaries of CNPP:

> R. E. Ginna Nuclear Power Plant, LLC (REGNPPL), a Maryland Limited Liability Company; and,

> Nine Mile Point Nuclear Station, LLC (NMPNSL), a Delaware Limited Liability Company.

Application Page 9 of 20

2. Directors and Executive Officers CEG Directors Following the acquisition by merger of CEG with MEHC, CEG's Board of Directors will consist of six members. The following individuals, all but one of whom are United States citizens, will be the directors of CEG:

Gregory E. Abel, Chairman (Canadian citizen)

Douglas L. Anderson William J. Fehrman Patrick J. Goodman Mayo A. Shattuck III Michael J. Wallace CEG Executive Officers The following individuals, all of whom are United States citizens, will be the principal executive officers of CEG following the acquisition by merger:

Mayo A. Shattuck III, President/Chief Executive Officer Michael J. Wallace, Executive Vice President Thomas V. Brooks, Executive Vice President John R. Collins, Executive Vice President Thomas F. Brady, Executive Vice President Irving B. Yoskowitz, Executive Vice President and General Counsel Henry B. Barron, Executive Vice President CENG and CENG Companies' Directors and Executive Officers The directors and principal executive officers for CENG and the CENG Companies are contained in Attachment (5) to the transmittal letter. The listed individuals, all of whom are United States citizens, are expected to remain in their positions upon consummation of the transaction.

Application Page 10 of 20 MEHC Directors The following individuals, all but one of whom are United States citizens, are the directors of MEHC:

David L. Sokol, Chairman Gregory E. Abel (Canadian citizen)

Warren E. Buffett Marc D. Hamburg Walter Scott, Jr.

MEHC Executive Officers The following individuals, all but one of whom are United States citizens, are the principal executive officers of MEHC:

David L. Sokol, Chairman Gregory E. Abel, President and Chief Executive Officer (Canadian citizen)

Patrick J. Goodman, Senior Vice President and Chief Financial Officer William J. Fehrman, Senior Vice President Douglas L. Anderson, Senior Vice President, General Counsel and Corporate Secretary Maureen E. Sammon, Senior Vice President and Chief Administrative Officer CEHLLC Directors The following individuals, all of whom are United States citizens, are the directors of CEHLLC:

Patrick J. Goodman Douglas L. Anderson

Application Page 11 of 20 CEHLLC Executive Officers The following individuals, all but one of whom are United States citizens, are the principal executive officers of CEHLLC:

Gregory E. Abel, President and Chief Executive Officer (Canadian Citizen)

Patrick J. Goodman, Senior Vice President Douglas L. Anderson, Senior Vice President Paul Leighton, Secretary Brian Hankel, Treasurer IV. FOREIGN OWNERSHIP OR CONTROL Constellation Energy Group, Inc. is a publicly traded company, and is currently traded on the NYSE and widely held. Constellation Energy Nuclear Group, LLC is a wholly-owned subsidiary of CEG. Section 13 of the Securities and Exchange Act of 1934, as amended, 15 U.S.C. § 78m(d), requires that a person or entity that owns or controls more than 5% of the stock of a company must file notice with the Securities and Exchange Commission. Based upon its review of the relevant filings with the Securities and Exchange Commission, the Applicants have identified that Electricite de France (EDF), a French company, controls approximately 9.5% of the voting stock of CEG, and Barclays Global Investors, NA, a U.S. company that is owned by Barclays plc, a United Kingdom company (Barclays),

controls approximately 5.44% of the voting stock of CEG. Neither Barclays nor EDF currently exercises control over CEG. As a result of the proposed transaction it is expected that both entities will transfer their ownership shares to MEHC. The Applicants are not aware of any other alien, foreign corporation, or foreign government that holds more than 5% of the securities of CEG, or will hold more than 5% of the, securities of CEG following its acquisition by MEHC. All of the directors and officers of CENG and the CENG Companies are' United States citizens, and are expected to remain so after the transaction is consummated.

Application Page 12 of 20 MidAmerican Energy Holdings Company is a privately-held company based in Des Moines, Iowa. Currently the only director or principal officer of MEHC with non-U.S.

citizenship is Mr. Gregory E. Abel, a Canadian citizen. No more than one non-U.S. citizen is expected to be on the Board of Directors of MEHC following the merger transaction. The largest investor in MEHC is Berkshire Hathaway, a Delaware corporation based in Omaha, Nebraska. Berkshire Hathaway is not owned, controlled, or dominated by foreign interests.

The Chairman of the Board of CEG upon consummation of the transaction will be Mr. Gregory E. Abel, who is currently a director and the president and chief executive officer of MEHC. Mr. Abel is a Canadian citizen, but has also been a permanent resident of the United States since April 2002. He resides in Des Moines, Iowa and maintains his primary offices in the same location. In order to prevent the direct or indirect transfer of control to Mr. Abel over the nuclear activities of CENG or the CENG Companies regarding the licensed facilities, CEG will implement a negation action plan consisting of the establishment of a Special Nuclear Committee (the "Nuclear Committee") of CEG's Board of Directors, as provided for in Attachment (6). The Nuclear Committee will consist of three members, all of whom will be United States citizens. At the time of the consummation of the acquisition, the Nuclear Committee members will be Messrs. William J. Fehrman (Chairman), Douglas L. Anderson, and Michael J. Wallace. Mr. Fehrman was associated with Nebraska Public Power District (NPPD) between 1981 and 2006, and was NPPD's president and chief executive officer from 2003 to 2006. Mr. Fehrman developed considerable familiarity with nuclear issues in connection with the NPPD's Cooper Nuclear Station.

(More information regarding Mr. Fehrman is provided below, in the technical qualifications section.)

The Nuclear Committee will have primary authority over nuclear issues relating to the licensed facilities such that foreign interests will not be able to control the licenses within the meaning of the Atomic Energy Act and the NRC regulations. The Nuclear Committee will have authority to act on behalf of the CEG Board of Directors in matters related to the operation, maintenance, contribution of capital, decommissioning, fuel cycle, and others relating to the safety of the licensed facilities. The

Application Page 13 of 20 Nuclear Committee will have the responsibility and exclusive authority to ensure that the activities of CEG with respect to the licensed facilities are at all times conducted in a manner consistent with the protection of the public health and safety and the common defense and security of the United States.

Consistent with prior NRC decisions, the full Board of Directors of CEG will be authorized to act on behalf of CEG, after consultation with the Nuclear Committee, with respect to three fundamental business matters. These are as follows:

(1) Whether to close a licensed facility and to begin its decommissioning, and as to whether to seek renewal of its license.

(2) Whether to sell, lease, or otherwise dispose of CEG's interest in a licensed facility.

(3) The implementation of any action which is ordered by the NRC or any other agency or court of competent jurisdiction.

In light of the above provisions, there is no reason to believe that either CENG or CEG is or will be owned, controlled, or dominated by any alien, foreign corporation, or foreign government. Thus, any indirect transfers of control of the licenses for CCNPP, NMPNS, and Ginna will not result in any foreign ownership, domination, or control of the licenses within the meaning of the Atomic Energy Act.

V. TECHNICAL QUALIFICATIONS The technical qualifications of the licensees are not affected by the proposed indirect transfers of control of CCNPP, NMPNS, and Ginna licenses. There will be no physical changes to CCNPP, NMPNS, or Ginna and no changes in their day-to-day operations in connection with the indirect transfers of control. The current licensees will at all times remain the licensed operators of CCNPP, NMPNS, and Ginna. No conforming changes will be required to the facility operating licenses or the site-specific ISFSI license as a result of the acquisition of CEG by MEHC.

The nuclear operating organizations for the licensed facilities are expected to remain essentially unchanged as a result of the acquisition. No significant changes in the management or organization of any of the nuclear generating stations are expected to be made as a result of the transaction.

Application Page 14 of 20 The technical qualifications of CEG after the merger will be enhanced by the assignment of William J. Fehrman as the Chairman of the Nuclear Committee of the CEG Board of Directors, and as Chairman of CENG. Mr. Fehrman is the former president and chief executive officer (2003 - 2006) of Nebraska Public Power District NPPD, based in Columbus, Nebraska. Nebraska Public Power District owns and operates Cooper Nuclear Station. Mr. Fehrman, currently president and chief executive officer of MEC, senior vice president of MEHC, graduated from the University of Nebraska, in Lincoln, in 1984, with a bachelor's degree in civil engineering. In 1998, he earned a master's degree in business administration from Regis University, Denver, Colorado. Mr. Fehrman has previous nuclear work experience and has also completed the Reactor Technology Program for utility executives from the Massachusetts Institute of Technology and National Academy for Nuclear Training and has completed the Institute of Nuclear Power Operations Senior Nuclear Plant Management Course. Mr. Fehrman is also a recently retired member of the National Nuclear Accrediting Board.

VI. FINANCIAL QUALIFICATIONS A. Ongoing Operating and Maintenance Costs Historical financial information regarding CEG and its subsidiaries is provided in the 2007 Annual Report for CEG filed with the Securities and Exchange Commission and available at http://www.constellation.com/vcmfiles/Constellation/investors/2007AR/index.html. The information contained in the report supports the conclusion that CEG and the CENG Companies possess, or have reasonable assurance of obtaining, the funds necessary to cover the operating costs of CCNPP, Ginna, NMPNS Unit 1, and a pro rata share of the estimated operating costs of NMPNS Unit 2 associated with a total 82% undivided ownership interest in NMPNS Unit 2 for the period of the Licenses in accordance with 10 CFR 50.33(f)(2), and the Standard Review Plan on Power Reactor Licensee Financial Qualifications and Decommissioning Funding Assurance (NUREG-1577, Rev. 1) (FQ SRP). Financial qualifications information related to the Part 72 license for the Calvert Cliffs Independent Spent Fuel Storage Installation (ISFSI) was last submitted by the licensee on May 17, 2006, per the requirements of

Application Page 15 of 20 10 CFR 72.80(b). Such information provides reasonable assurance that the ISFSI will be operated and maintained safely for the duration of its license.

The NRC has previously found that CCNPPI, NMPNSL, and REGNPPL have the financial qualifications necessary to maintain and operate their shares of their respective facilities for the periods of the operating licenses, as well as the ISFSI license held by CCNPPI. The information contained in Attachments 3 and 3A for years 2009 through 2012 was generally derived from estimates contained in the CENG 2008 business plan. Some information, such as interest expense, was not available from that plan and needed to be determined independently. The information for year 2013 was determined based on trending, reasonable operational assumptions, and inflation estimates. Attachment (3A) is provided in a proprietary, separate attachment, because it contains confidential commercial and financial information. Constellation Energy Nuclear Group, LLC requests that Attachment (3A) be withheld from public disclosure pursuant to 10 CFR 9.17(a)(4) and the policy reflected in 10 CFR 2.390, as described in the Affidavit of Henry B. Barron, which is provided in Attachment (4) to the transmittal letter. A non-proprietary version of Attachment (3A) suitable for public disclosure is provided as Attachment (3) to the transmittal letter. This proprietary financial information contained in Attachment (3A) demonstrates that CCNPPI, NMPNSL, and REGNPPL will remain financially qualified to hold their respective licenses.

The projected income and cash flow statements show that the anticipated revenues from sales of energy and capacity from CCNPP, NMPNS, and Ginna provide reasonable assurance of an adequate source of funds to meet anticipated expenses for these plants. The projected income and cash flow statements for CCNPPI also demonstrate its financial qualifications to maintain its ISFSI. Calvert Cliffs Nuclear Power Plant, Inc. currently receives a fixed stream of revenue, as well as variable revenue to cover fuel and variable operating and maintenance expenses, from a power purchase agreement with its affiliate CEG Commodities Group, Inc., which extends through December 31, 2009. The revenues under this current agreement are not affected by changes in the market price of energy.

Application Page 16 of 20 Nine Mile Point Nuclear Station, LLC and REGNPPL each receive revenue from both sales of energy at market (that are affected by market prices) and pursuant to power purchase agreements previously described to and reviewed by NRC. To the extent that aspects of these agreements affect the enclosed projected income statements, further information is provided in notes to the projections.

As previously described to the NRC, CEG also operates a cash pool arrangement for its nuclear generation subsidiaries and other non-regulated operations. Each day, each member of the cash pool provides CEG with its cash positions for that day and transfers to the pool any excess cash, which is invested. Further, the- CENG Companies maintain Inter-Company Credit Agreements with CEG in accordance with prior NRC Orders approving license transfers and license conditions imposed on the Licenses. The amounts of funding available under these Inter-Company Credit Agreements for each site are sufficient to fund the estimated fixed operating and maintenance costs at each site for a period of time of at least six months, as set forth in the FQ SRP. These Inter-Company Credit Agreements could be supported by CEG's credit agreements and committed bank lines of credit that remain available to fund the total amount of funding available under the Inter-Company Credit Agreements. These arrangements will remain in place, will be unchanged by the proposed merger, and will continue in compliance with existing license requirements.

As previously described, the transaction will result in CEG becoming an indirect wholly owned subsidiary of MEHC. It will not change the financial ability of CEG, CENG and the CENG Companies to operate and maintain the plants. As described above, the overall financial position of CEG will be strengthened by the merger.

B. Decommissioning Funding Information regarding the status of decommissioning funding for CCNPP, NMPNS, and Ginna as of December 31, 2006 was reported to the NRC in accordance with 10 CFR 50.75(f)(1), in Reference (1),

dated March 30, 2007. The proposed transaction will not affect the decommissioning funding arrangements previously reported. The licensees will continue to maintain their existing decommissioning trust funds segregated from their assets and outside their administrative control in

Application

'Page 17 of 20 accordance with the requirements of 10 CFR 50.75(e)(1). The trustee for all of the decommissioning funds will remain Mellon Bank NA. As required by 10 CFR 50.75(t)(1), Applicants will provide an updated status report by March 31, 2009, as shown in Attachment (6).

Calvert Cliffs Nuclear Power Plant, Inc. currently provides decommissioning funding assurance for CCNPP by means of an external sinking fund which is funded with additional company contributions from a non-bypassable charge, as defined in 10 CFR 50.2, collected by CEG's regulated utility affiliate, Baltimore Gas & Electric. Pursuant to a recent settlement agreement with the Maryland Public Service Commission, these arrangements will continue through December 31, 2016. Calvert Cliffs Nuclear Power Plant, Inc. thus intends to continue to provide decommissioning funding assurance for CCNPP in accordance with 10 CFR 50.75(e)(1)(ii)(B). Calvert Cliffs Nuclear Power Plant, Inc. also provides decommissioning funding assurance for the Calvert Cliffs ISFSI through an external sinking fund in accordance with 10 CFR 72.30(c)(5).

Nine Mile Point Nuclear Station, LLC currently provides decommissioning funding assurance for NMPNS Unit 1 and its share of NMPNS Unit 2 through existing prepaid decommissioning trust funds assets, in accordance with 10 CFR 50.75(e)(1)(i). R. E. Ginna Nuclear Power Plant, LLC provides decommissioning funding assurance for Ginna through its existing prepaid decommissioning trust fund assets in accordance with 10 CFR 50.75(e)(1)(i).

As is demonstrated above, in accordance with 10 CFR 50.75, there continues to be reasonable assurance that the Applicants will have the funds necessary to cover the estimated decommissioning costs of CCNPP, Ginna, and NMPNS Unit 1, and the relevant share of the decommissioning costs of NMPNS Unit 2 at the end of licensed operation. In addition, decommissioning funding assurance for the ISFSI will be maintained consistent with the requirements of 10 CFR 72.30(c).

VII. ANTITRUST INFORMATION This Application post-dates the issuance of the plants' operating licenses, and therefore no antitrust review is required or authorized. Based upon the Commission's decision in Kansas Gas and Electric Co., et al. (Wolf Creek Generating Station, Unit 1), CLI-99-19, 49 NRC 441 (1999), the Atomic

Application Page 18 of 20 Energy Act does not require or authorize antitrust reviews of post-operating license transfer applications.

See also 10 CFR 50.80(b); Final Rule, Antitrust Review Authority: Clarification, 65 Fed. Reg. 44,649 (July 19, 2000).

VIII. RESTRICTED DATA AND CLASSIFIED NATIONAL SECURITY INFORMATION The proposed indirect transfers do not contain any Restricted Data or other Classified National Security Information, nor do they result in any change in access to any Restricted Data or Classified National Security Information. The CENG Companies' existing restrictions on access to Restricted Data and Classified National Security Information are unaffected by the proposed transfers. In compliance with Section 145a of the Act, the CENG Companies agree that restricted or classified defense information will not be provided to any individual until the Office of Personnel Management investigates and reports to the NRC on the character, associations, and loyalty of such individual, and the NRC determines that permitting such person to have access to Restricted Data will not endanger the common defense and security of the United States.

IX. ENVIRONMENTAL CONSIDERATIONS The requested consent to transfers of control of the Licenses is exempt from environmental review because it falls within the categorical exclusion contained in 10 CFR 51.22(c)(21), for which neither an Environmental Assessment nor an Environmental Impact Statement is required. Moreover, the proposed transfers will not directly affect the actual operation of the plants in any substantive way. The proposed transfers do not involve an increase in the amounts, or a change in the types, of any radiological effluents that may be allowed to be released off-site, and they do not involve an increase in the amounts, or a change in the types, of non-radiological effluents that may be released off-site. Further, there is no increase in the individual or cumulative operational radiation exposure, and the proposed transfers have no environmental impact.

Application Page 19 of 20 X. PRICE-ANDERSON INDEMNITY AND NUCLEAR INSURANCE The proposed indirect transfers of control do not affect the existing Price-Anderson indemnity agreement for CCNPP, NMPNS, and Ginna, and do not affect the required nuclear property damage insurance pursuant to 10 CFR 50.54(w) and nuclear energy liability insurance pursuant to Section 170 of the Act and 10 CFR Part 140. Constellation Energy Nuclear Group, LLC will maintain all required nuclear property damage insurance and nuclear energy liability insurance. In addition, CENG's annual reporting in compliance with 10 CFR 140.21(e) provides reasonable assurance regarding its ongoing ability to pay its share of any annual retrospective premium. Also, CENG's financial information submitted with this application provides assurance of the ability to pay deferred premiums in accordance with 10 CFR 140.21(f).

XI. EFFECTIVE DATES The proposed acquisition by merger of CEG by MEHC requires the customary regulatory approvals of various federal and state regulatory authorities, in addition to the NRC. The parties to the proposed transaction anticipate closing within seven months of the execution of the definitive merger agreement (September 19, 2008). The Applicants respectfully request that the NRC review this Application on a schedule that will permit NRC to issue its consent to the indirect license transfers as promptly as possible. The Applicants are prepared to work closely with the NRC staff to help expedite the Application's review, but request approval in any event no later than March 31, 2009. The Applicants further request that the consent be immediately effective upon issuance and that it permit the indirect transfers of control to be implemented at any time within the customary one year of the date of approval of this Application. The Applicants will keep the NRC informed of any significant developments that have a material impact on the schedule.

Application Page 20 of 20 XII. CONCLUSION Based upon the foregoing information, the Applicants request that the NRC issue an Order consenting to the indirect transfers of control of the Facility Operating Licenses Nos. DPR-53, DPR-69, DPR-63, NPF-69, and DPR-18, and ISFSI Materials License No. SNM-2505.

REFERENCE (1) Letter from Mr. J. M. Heffley (CEGG) to Document Control Desk (NRC), dated March 30, 2007, Biennial Report, Status of Decommissioning Funding per 10 CFR 50.75(f)(1), ADAMS Accession Number ML071080262

ATTACHMENT (2)

PRE- AND POST-MERGER SIMPLIFIED ORGANIZATIONAL CHARTS Constellation Energy Nuclear Group, LLC October 3, 2008

ATTACHMENT (2)

PRE- AND POST- MERGER SIMPLIFIED ORGANIZATIONAL CHARTS Simplified Organizational Chart of Pre-Merger Nuclear Plant Ownership Note: Only entities with direct or indirect ownership or control of the NRC licenses are shown.

Constellation Energy Group, Inc.

Constellation Energy Nuclear Group, LLC Constellation Nuclear Calvert Cliffs Nuclear Power Plants, Inc. Power Plant, Inc.

R.E. Ginna Nuclear Nine Mile Point Power Plant, LLC Nuclear Station, LLC

ATTACHMENT (2)

PRE- AND POST- MERGER SIMPLIFIED ORGANIZATIONAL CHARTS Simplified Organizational Chart of Post-Merger Nuclear Plant Ownership' Waller llerkshlre Hathaway, Inc. Da~ld Sokol Scoti GregAliel Calvert Cliffs PIE. Gilisa Nine Mile Point Nuclear Nuclear3 NWlear ower Power

'This organizational chart shows only the principal business platforms of MidAmerican Energy Holdings Company. The organizational chart also shows a simplified depiction of the intermediate structure between MEHC and (i) MidAmerican Energy Company, (ii) Kern River, and (iii) NEDL and YEDL Note: For Constellation, only entities with direct or indirect ownership or control of the NRC licenses are shown.

ATTACHMENT (3)

PROJECTED INCOME STATEMENTS FOR LICENSEES (Non-Proprietary Version)

Constellation Energy Nuclear Group, LLC October 3, 2008

ATTACHMENT (3)

PROJECTED INCOME STATEMENTS FOR LICENSEES (Non-Proprietary Version)

Projected Income Statement - Calvert Cliffs Nuclear Power Plant

($ Millions) 2009 2010 2011 2012 2013 Revenue

  • PPA Market Total Revenues Operating Expenses Nuclear fuel (incl. DOE disposal fees)(1)

O&M, Non-Outage (2)

O&M, refueling outage O&M, allocated Corporate (3)

Property taxes Decommissioning expenses Depreciation Total Operating Expenses Operating Income Other (income) / expense Decommissioning fund earnings (4)

Net interest expense Decommissioning Revenues (5)

Total other (income) / expense Pretax Income Income Taxes (6)

Net Income After-Tax Notes:

Financial projection is based on the corporate approved 2008-2012 business plan. 2013 is extrapolated out using trend data, maintaining no change from 2012 or using a 3% inflation adjustment.

CCNPPI's revenue is provided from a power purchase agreement with Constellation Energy Commodities Group, Inc. The agreement provides for monthly fixed payments, as well as additional monthly variable payments equal to CCNPPI's cost for: fuel commodity, fuel delivery, facility output transmission and distribution cost and variable operations and maintenance cost. The effective period of the contract runs until 12/31/2009, after which it is assumed a similar PPA will be renewed growing revenues 3% from 2010-2013.

1 - The cost of casks used to store spent nuclear fuel in the ISFSI are included as part of the nuclear fuel batch cost and are recorded as expense in the income statement as MWs of electricity are generated.

2- Operational cost resulting from loading spent nuclear fuel into casks for storage in the ISFSI are included in the projection for O&M Non-Outage.

3 - Corporate costs were allocated using a weighted formula. Half of the allocation is based on headcount, and half of the allocation is based on net income (before the allocation).

4- Decommissioning fund earnings represent dividend and interest income on Nuclear Decommissioning Trust Fund (NDTF) assets. They do not project any gains or losses realized from the sale of assets, or any potential future impairments.

1 of 20

ATTACHMENT (3)

PROJECTED INCOME STATEMENTS FOR LICENSEES (Non-Proprietary Version) 5 - Calvert Cliffs Nuclear Power Plant receives $18.7M from BGE as a collection from ratepayers for the decommissioning costs of the facility. This was stipulated in Senate Bill 1 passed in Maryland in 2007.

6 - Assumed Income Tax rate of 40.36%.

2 of 20

ATTACHMENT (3)

PROJECTED INCOME STATEMENTS FOR LICENSEES (Non-Proprietary Version)

Projected Income Statement - Calvert Cliffs Nuclear Power Plant With a 10% Reduction to Market Prices *

($ Millions) 2009 2010 2011 2012 2013 Revenue

  • PPA Market Total Revenues Operating Expenses Nuclear fuel (incl. DOE disposal fees) (1)

O&M, Non-Outage (2)

O&M, refueling outage O&M, allocated Corporate (3)

Property taxes Decommissioning expenses Depreciation Total Operating Expenses Operating Income Other (income) / expense Decommissioning fund earnings (4)

Net interest expense Decommissioning Revenues (5)

Total other (income) / expense Pretax Income Income Taxes (6)

Net Income After-Tax Notes:

Financial projection is based on the corporate approved 2008-2012 business plan. 2013 is extrapolated out using trend data, maintaining no change from 2012 or using a 3% inflation adjustment.

This schedule reflects the following sensitivity requested by the NRC: Reduce market revenues each year by 10%.

CCNPP's revenue is provided through a Power Purchase and Marketing Agreement between CCNPP and Constellation Energy Commodities Group, Inc. The agreement provides monthly fixed payments and monthly variable payments equal to CCNPP's cost for: fuel commodity, fuel delivery, facility output transmission and distribution cost and variable operations and maintenance cost. For 2009, there are no market revenues so there is no price impact. For 2010-2013, we are assuming that the PPA would be renewed, however we do not have 100%

assurance of this, so our projections include lower revenues based on the 10% price decline scenario.

1 - The cost of casks used to store spent nuclear fuel in the ISFSI are included as part of the nuclear fuel batch cost and are recorded as expense in the income statement as MWs of electricity are generated.

2- Operational cost resulting from loading spent nuclear fuel into casks for storage in the ISFSI are included in the projection for O&M Non-Outage.

3 - Corporate costs were allocated using a weighted formula. Half of the allocation is based on headcount, and half of the allocation is based on net income (before the allocation).

3 of 20

ATTACHMENT (3)

PROJECTED INCOME STATEMENTS FOR LICENSEES (Non-Proprietary Version) 4- Decommissioning fund earnings represent dividend and interest income on Nuclear Decommissioning Trust Fund (NDTF) assets. They do not project any gains or losses realized from the sale of assets, or any potential future impairments.

5- Calvert Cliffs Nuclear Power Plant receives $18.7M from BGE as a collection from ratepayers for the decommissioning costs of the facility. This was stipulated in Senate Bill 1 passed in Maryland in 2007.

6 - Assumed Income Tax rate of 40.36%.

4 of 20

ATTACHMENT (3)

PROJECTED INCOME STATEMENTS FOR LICENSEES (Non-Proprietary Version)

Projected Income Statement - Calvert Cliffs Nuclear Power Plant With a 10% Reduction of MWhr Sales

($ Millions) 2009 2010 2011 2012 2013 Revenue

  • PPA Market Total Revenues Operating Expenses Nuclear fuel (incl. DOE disposal fees) (1)

O&M, Non-Outage (2)

O&M, refueling outage O&M, allocated Corporate (3)

Property taxes Decommissioning expenses Depreciation Total Operating Expenses Operating Income Other (income) / expense Decommissioning fund earnings (4)

Net interest expense Decommissioning Revenues (5)

Total other (income) / expense Pretax Income Income Taxes (6)

Net Income After-Tax Notes:

Financial projection is based on the corporate approved 2008-2012 business plan. 2013 is extrapolated out using trend data, maintaining no change from 2012 or using a 3% inflation adjustment.

See Notes for Projected Income Statement. The sensitivity analysis reflects results from a 10% reduction of MWhr sales lower than projected. The fixed monthly payment is not effected by the 10% reduction in MWhrs sales, however, variable operating costs including nuclear fuel amortization have decreased with a corresponding and offsetting decrease in variable revenues, resulting in minimal effects on Operating Income and Net Income. For 2010-2013, we are assuming that the PPA would be renewed, however we do not have 100% assurance of this, so our projections include lower revenues based on the 10% volume drop scenario.

1 - The cost of casks used to store spent nuclear fuel in the ISFSI are included as part of the nuclear fuel batch cost and are recorded as expense in the income statement as MWs of electricity are generated.

2- Operational cost resulting from loading spent nuclear fuel into casks for storage in the ISFSI are included in the projection for O&M Non-Outage.

3 - Corporate costs were allocated using a weighted formula. Half of the allocation is based on headcount, and half of the allocation is based on net income (before the allocation).

5 of 20

ATTACHMENT (3)

PROJECTED INCOME STATEMENTS FOR LICENSEES (Non-Proprietary Version) 4- Decommissioning fund earnings represent dividend and interest income on Nuclear Decommissioning Trust Fund (NDTF) assets. They do not project any gains or losses realized from the sale of assets, or any potential future impairments.

5- Calvert Cliffs Nuclear Power Plant receives $18.7M from BGE as a collection from ratepayers for the decommissioning costs of the facility. This was stipulated in Senate Bill 1 passed in Maryland in 2007.

6 - Assumed Income Tax rate of 40.36%.

6 of 20

ATTACHMENT (3)

PROJECTED INCOME STATEMENTS FOR LICENSEES (Non-Proprietary Version)

Projected Statement of Operating Cashflows - Calvert Cliffs Nuclear Power Plant

($ Millions) 2009 2010 2011 2012 2013 Revenue*

PPA Market Total Revenues Operating Expenses Nuclear fuel (capital & DOE disposal fees) (1)

O&M, Non-Outage O&M, refueling outage O&M, allocated Corporate (2)

Property taxes Decommissioning Revenues (3)

Total Operating Expenses Capital project expenditures (4)

Decommissioning Trust Fund Investments (5)

Operating Cashflows Before Income Taxes &

financing costs Notes:

Financial projection is based on the corporate approved 2008-2012 business plan. 2013 is extrapolated out using trend data, maintaining no change from 2012 or using a 3% inflation adjustment.

  • Operating Cash flow projection uses' the same revenue assumptions as the Base Case income statement.

1 - The 2013 estimated nuclear fuel purchases were derived using the average of the 3 prior years, escalated 5%.

2 - Allocated corporate costs are net of depreciation, using same allocation methodology as base case.

3- Calvert Cliffs Nuclear Power Plant receives $18.7M from BGE as a collection from ratepayers for the decommissioning costs of the facility. This was stipulated in Senate Bill 1 passed in Maryland in 2007.

4 - Capital costs related to the expansion of the ISFS1 are included in projected capital project expenditures.

5- Proceeds from the Nuclear Decommissioning Revenues are expected to be invested in the Nuclear Decommissioning Trust Fund Assets which are held in trust.

7 of 20

ATTACHMENT (3)

PROJECTED INCOME STATEMENTS FOR LICENSEES (Non-Proprietary Version)

Projected Income Statement - Nine Mile Point Nuclear Power Plant

($ Millions) 2009 2010 2011 2012 2013 Revenue PPA (1)

Market (1)

Total Revenues Operating Expenses Nuclear fuel (incl. DOE disposal fees) (2)

O&M, Non-Outage (3)

O&M, refueling outage O&M, allocated Corporate (4)

Property taxes Decommissioning expenses Depreciation Total Operating Expenses Operating Income Other (income) / expense Decommissioning fund earnings (5)

Net interest expense Total other (income) / expense Pretax Income Income Taxes (6)

Net Income After-Tax Notes:

Financial projection is based on the corporate approved 2008-2012 business plan. 2013 is extrapolated out using trend data, maintaining no change from 2012 or using a 3% inflation adjustment.

Nine Mile Point Nuclear Station, LLC (NMPNSL) is a wholly owned indirect subsidiary of Constellation Energy Nuclear Group, LLC. (CENG). NMPNSL is the owner and operator of Nine Mile Point Unit 1 and 82% co-owner of Nine Mile Point Unit 2. Long Island Power Authority owns the remaining 18% of Nine Mile Point Unit 2, entitling them to 18% of the generating output and responsibility for 18% of the operating costs. All figures contained in this financial statement reflect CENG's 82% ownership.

1 - The Projected Income Statement includes the projected revenue that is expected from the sale of 90% of the facility's output to under purchased power agreement (PPA) arrangements. Other output is sold at market. The PPA with NMP Unit 1 terminates in August 2009, and the projections then include sales of 100% from Unit 1 at market. The PPA for NMP Unit 2 terminates in November, 2011, but a revenue sharing agreement takes place afterwards for 10 years. Revenue subject to the RSA is depicted on the PPA line beginning in 2011. Revenue from 2009-2012 represents the approved business plan. 2013 was escalated by 3%.

2 - The cost of casks used to store spent nuclear fuel in the ISFSI are included as part of the nuclear fuel batch cost and are recorded as expense in the income statement as MWs of electricity are generated.

3- Operational cost resulting from loading spent nuclear fuel into casks for storage in the ISFSI are included in the projection for O&M Non-Outage.

8 of 20

ATTACHMENT (3)

PROJECTED INCOME STATEMENTS FOR LICENSEES (Non-Proprietary Version) 4 - Corporate costs were allocated using a weighted formula. Half of the allocation is based on headcount, and half of the allocation is based on net income (before the allocation).

5- Decommissioning fund earnings represent dividend and interest income on Nuclear Decommissioning Trust Fund (NDTF) assets. They do not project any gains or losses realized from the sale of assets, or any potential future impairments.

6 - Assumed Income Tax rate of 39.62%.

9 of 20

ATTACHMENT (3)

PROJECTED INCOME STATEMENTS FOR LICENSEES (Non-Proprietary Version)

Projected Income Statement - Nine Mile Point Nuclear Power Plant With a 10% Reduction to Market Prices

($ Millions) 2009 2010 2011 2012 2013 Revenue PPA (1)(la)

Market (1)

Total Revenues Operating Expenses Nuclear fuel (incl. DOE disposal fees) (2)

O&M, Non-Outage (3)

O&M, refueling outage O&M, allocated Corporate (4)

Property taxes Decommissioning expenses Depreciation Total Operating Expenses Operating Income Other (income) / expense Decommissioning fund earnings (5)

Net interest expense Total other (income) / expense Pretax Income Income Taxes (6)

Net Income After-Tax Notes:

Financial projection is based on the corporate approved 2008-2012 business plan. 2013 is extrapolated out using trend data, maintaining no change from 2012 or using a 3% inflation adjustment.

Nine Mile Point Nuclear Station, LLC (NMPNSL) is a wholly owned indirect subsidiary of Constellation Energy Nuclear Group, LLC. (CENG). NMPNSL is the owner and operator of Nine Mile Point Unit 1 and 82% co-owner of Nine Mile Point Unit 2. Long Island Power Authority owns the remaining 18% of Nine Mile Point Unit 2, entitling them to 18% of the generating output and responsibility for 18% of the operating costs. All figures contained in this financial statement reflect CENG's 82% ownership.

1 - This schedule reflects the following sensitivity requested by the NRC: Reduce market revenues each year by 10%.

The schedule above reflects this reduction in market revenues and corresponding reduction in income tax expense.

1a - The Projected Income Statement includes the projected revenue that is expected from the sale of 90% of the facility's output to under purchased power agreement (PPA) arrangements. Other output is sold at market. The PPA with NMP Unit 1 terminates in August 2009, and the projections then include sales of 100% from Unit 1 at market. The PPA for NMP Unit 2 terminates in November, 2011, but a revenue sharing agreement takes place afterwards for 10 years. Revenue subject to the RSA is depicted on the PPA line beginning in 2011.

2 - The cost of casks used to store spent nuclear fuel in the ISFSI are included as part of the nuclear fuel batch cost and are recorded as expense in the income statement as MWs of electricity are generated.

10 of 20

ATTACHMENT (3)

PROJECTED INCOME STATEMENTS FOR LICENSEES (Non-Proprietary Version) 3- Operational cost resulting from loading spent nuclear fuel into casks for storage in the ISFSI are included in the projection for O&M Non-Outage.

4 - Corporate costs were allocated using a weighted formula. Half of the allocation is based on headcount, and half of the allocation is based on net income (before the allocation).

5- Decommissioning fund earnings represent dividend and interest income on Nuclear Decommissioning Trust Fund (NDTF) assets. They do not project any gains or losses realized from the sale of assets, or any potential future impairments.

6 - Assumed Income Tax rate of 39.62%.

11 of 20

ATTACHMENT (3)

PROJECTED INCOME STATEMENTS FOR LICENSEES (Non-Proprietary Version)

Projected Income Statement - Nine Mile Point Nuclear Power Plant With a 10% Reduction of MWhr Sales

($ Millions) 2009 2010 2011 2012 2013 Revenue PPA (1) (la)

Market (1)

Total Revenues Operating Expenses Nuclear fuel (incl. DOE disposal fees) (2)

O&M, Non-Outage (3)

O&M, refueling outage O&M, allocated Corporate (4)

Property taxes Decommissioning expenses Depreciation Total Operating Expenses Operating Income Other (income) / expense Decommissioning fund earnings (5)

Net interest expense Total other (income) / expense Pretax Income Income Taxes (6)

Net Income After-Tax Notes:

Financial projection is based on the corporate approved 2008-2012 business plan. 2013 is extrapolated out using trend data, maintaining no change from 2012 or using a 3% inflation adjustment.

Nine Mile Point Nuclear Station, LLC (NMPNSL) is a wholly owned indirect subsidiary of Constellation Energy Nuclear Group, LLC. (CENG). NMPNSL is the owner and operator of Nine Mile Point Unit 1 and 82% co-owner of Nine Mile Point Unit 2. Long Island Power Authority owns the remaining 18% of Nine Mile Point Unit 2, entitling them to 18% of the generating output and responsibility for 18% of the operating costs. All figures contained in this financial statement reflect CENG's 82% ownership.

1 - See Notes for Projected Income Statement. The sensitivity analysis reflects results from a 10% reduction of MWhr sales lower than projected, which includes reductions in PPA and Market revenues and corresponding reductions in Nuclear Fuel amortization and Income Tax expense.

la - The Projected Income Statement includes the projected revenue that is expected from the sale of 90% of the facility's output to under purchased power agreement (PPA) arrangements. Other output is sold at market. The PPA with NMP Unit 1 terminates in August 2009, and the projections then include sales of 100% from Unit 1 at market. The PPA for NMP Unit 2 terminates in November, 2011, but a revenue sharing agreement takes place afterwards for 10 years. Revenue subject to the RSA is depicted on the PPA line beginning in 2011.

2 - The cost of casks used to store spent nuclear fuel in the ISFSI are included as part of the nuclear fuel batch cost and are recorded as expense in the income statement as MWs of electricity are generated.

12 of 20

ATTACHMENT (3)

PROJECTED INCOME STATEMENTS FOR LICENSEES (Non-Proprietary Version) 3- Operational cost resulting from loading spent nuclear fuel into casks for storage in the ISFSI are included in the projection for O&M Non-Outage.

4 - Corporate costs were allocated using a weighted formula. Half of the allocation is based on headcount, and half of the allocation is based on net income (before the allocation).

5- Decommissioning fund earnings represent dividend and interest income on Nuclear Decommissioning Trust Fund (NDTF) assets. They do not project any gains or losses realized from the sale of assets, or any potential future impairments.

6 - Assumed Income Tax rate of 39.62%.

13 of 20

ATTACHMENT (3)

PROJECTED INCOME STATEMENTS FOR LICENSEES (Non-Proprietary Version)

Projected Statement of Operating Cashflows - Nine Mile Point Nuclear Power Plant

($ Millions) 2009 2010 2011 2012 2013 Revenue PPA Market Total Revenues Operating Expenses Nuclear fuel (capital & DOE disposal fees) (1)

O&M, Non-Outage O&M, refueling outage O&M, allocated Corporate (2)

Property taxes Total Operating Expenses Capital project expenditures (3)

Operating Cashflows Before Income Taxes &

financing costs Notes:

Financial projection is based on the corporate approved 2008-2012 business plan. 2013 is extrapolated out using trend data, maintaining no change from 2012 or using a 3% inflation adjustment.

Nine Mile Point Nuclear Station, LLC (NMPNSL) is a wholly owned indirect subsidiary of Constellation Energy Nuclear Group, LLC. (CENG). NMPNSL is the owner and operator of Nine Mile Point Unit 1 and 82% co-owner of Nine Mile Point Unit 2. Long Island Power Authority owns the remaining 18% of Nine Mile Point Unit 2, entitling them to 18% of the generating output and responsibility for 18% of the operating costs. All figures contained in this financial statement reflect CENG's 82% ownership.

Operating Cash flow projection uses same revenue assumptions as the Base Case income statement.

1 - The 2013 estimated nuclear fuel purchases were derived using the average of 2009 and 2011 (both Unit 2 outages).

2 - Allocated corporate costs are net of depreciation, using same allocation methodology as base case.

3 - Capital costs related to the construction of the ISFSI are included in projected capital project expenditures.

14 of 20

ATTACHMENT (3)

PROJECTED INCOME STATEMENTS FOR LICENSEES (Non-Proprietary Version)

Projected Income Statement - Ginna Nuclear Power Plant

($ Millions) 2009 2010 2011 2012 2013 Revenue (1)

PPA Market Total Revenues Operating Expenses Nuclear fuel (incl. DOE disposal fees) (2)

O&M, Non-Outage (3)

O&M, refueling outage O&M, allocated Corporate (4)

Property taxes Decommissioning expenses Depreciation Total Operating Expenses Operating Income Other (income) / expense Decommissioning fund earnings (5)

Net interest expense Total other (income) / expense Pretax Income Income Taxes (6)

Net Income After-Tax Notes:

Financial projection is based on the corporate approved 2008-2012 business plan. 2013 is extrapolated out using trend data, maintaining no change from 2012 or using a 3% inflation adjustment.

1 - The projected revenue for 2009-2012 was provided by the Constellation Energy Commodities Group consistent with their business plan. 2013 revenue was escalated 3%. Revenue for Ginna includes the power purchase agreement with Rochester Gas & Electric (RGE) that expires in 2014.

2 - The cost of casks used to store spent nuclear fuel in the ISFSI are included as part of the nuclear fuel batch cost and are recorded as expense in the income statement as MWs of electricity are generated.

3 - Operational cost resulting from loading spent nuclear fuel into casks for storage in the ISFSI are included in the projection for O&M Non-Outage.

4 - Corporate costs were allocated using a weighted formula. Half of the allocation is based on headcount, and half of the allocation is based on net income (before the allocation).

5- Decommissioning fund earnings represent dividend and interest income on Nuclear Decommissioning Trust Fund (NDTF) assets. They do not project any gains or losses realized from the sale of assets, or any potential future impairments.

6 - Assumed Income Tax rate of 39.62%.

15 of 20

ATTACHMENT (3)

PROJECTED INCOME STATEMENTS FOR LICENSEES (Non-Proprietary Version)

Projected Income Statement - Ginna Nuclear Power Plant With a 10% Reduction to Market Prices

($ Millions) 2009 2010 2011 2012 2013 Revenue (1) (la)

PPA Market Total Revenues Operating Expenses Nuclear fuel (incl. DOE disposal fees) (2)

O&M, Non-Outage (3)

O&M, refueling outage O&M, allocated Corporate (4)

Property taxes Decommissioning expenses Depreciation Total Operating Expenses Operating Income Other (income) / expense Decommissioning fund earnings (5)

Net interest expense Total other (income) / expense Pretax Income Income Taxes (6)

Net Income After-Tax Notes:

Financial projection is based on the corporate approved 2008-2012 business plan. 2013 is extrapolated out using trend data, maintaining no change from 2012 or using a 3% inflation adjustment.

1 - This schedule reflects the following sensitivity requested by the NRC: Reduce market revenues each year by 10%.

The schedule above reflects this reduction in market revenues and corresponding reduction in income tax expense.

la - The projected revenue for 2009-2012 was provided by the Constellation Energy Commodities Group consistent with their business plan. 2013 revenue was escalated 3%. Revenue for Ginna includes the power purchase agreement with Rochester Gas & Electric (RGE) that expires in 2014.

2 - The cost of casks used to store spent nuclear fuel in the ISFSI are included as part of the nuclear fuel batch cost and are recorded as expense in the income statement as MWs of electricity are generated.

3- Operational cost resulting from loading spent nuclear fuel into casks for storage in the ISFSI are included in the projection for O&M Non-Outage.

4 - Corporate costs were allocated using a weighted formula. Half of the allocation is based on headcount, and half of the allocation is based on net income (before the allocation).

5- Decommissioning fund earnings represent dividend and interest income on Nuclear Decommissioning Trust Fund (NDTF) assets. They do not project any gains or losses realized from the sale of assets, or any potential future impairments.

16 of 20

ATTACHMENT (3)

PROJECTED INCOME STATEMENTS FOR LICENSEES (Non-Proprietary Version) 6 - Assumed Income Tax rate of 39.62%.

17 of 20

ATTACHMENT (3)

PROJECTED INCOME STATEMENTS FOR LICENSEES (Non-Proprietary Version)

Projected Income Statement - Ginna Nuclear Power Plant With a 10% Reduction of MWhr Sales

($ Millions) 2009 2010 2011 2012 2013 Revenue (1) (la)

PPA Market Total Revenues Operating Expenses Nuclear fuel (incl. DOE disposal fees) (2)

O&M, Non-Outage (3)

O&M, refueling outage O&M, allocated Corporate (4)

Property taxes Decommissioning expenses Depreciation Total Operating Expenses Operating Income Other (income) / expense Decommissioning fund earnings (5)

Net interest expense Total other (income) / expense Pretax Income Income Taxes (6)

Net Income After-Tax Notes:

Financial projection is based on the corporate approved 2008-2012 business plan. 2013 is extrapolated out using trend data, maintaining no change from 2012 or using a 3% inflation adjustment.

1 - See Notes for Projected Income Statement. The sensitivity analysis reflects results from a 10% reduction of MWhr sales lower than projected, which includes reductions in PPA and Market revenues and corresponding reductions in Nuclear Fuel amortization and Income Tax expense.

la - The projected revenue for 2009-2012 was provided by the Constellation Energy Commodities Group consistent with their business plan. 2013 revenue was escalated 3%. Revenue for Ginna includes the power purchase agreement with Rochester Gas & Electric (RGE) that expires in 2014.

2 - The cost of casks used to store spent nuclear fuel in the ISFSI are included as part of the nuclear fuel batch cost and are recorded as expense in the income statement as MWs of electricity are generated.

3 - Operational cost resulting from loading spent nuclear fuel into casks for storage in the ISFSI are included in the projection for O&M Non-Outage.

4 - Corporate costs were allocated using a weighted formula. Half of the allocation is based on headcount, and half of the allocation is based on net income (before the allocation).

18 of 20

ATTACHMENT (3)

PROJECTED INCOME STATEMENTS FOR LICENSEES (Non-Proprietary Version) 5 - Decommissioning fund earnings represent dividend and interest income on Nuclear Decommissioning Trust Fund (NDTF) assets. They do not project any gains or losses realized from the sale of assets, or any potential future impairments.

6 - Assumed Income Tax rate of 39.62%.

19 of 20

ATTACHMENT (3)

PROJECTED INCOME STATEMENTS FOR LICENSEES (Non-Proprietary Version)

Projected Statement of Operating Cashflows - Ginna Nuclear Power Plant

($ Millions) 2009 2010 2011 2012 2013 Revenue PPA Market Exclusion of Fair Value Adj (1)

Total Revenues Operating Expenses Nuclear fuel (incl. DOE disposal fees) (2)

O&M, Non-Outage O&M, refueling outage O&M, allocated Corporate (3)

Property taxes Total Operating Expenses Capital project expenditures (4) (5)

Operating Cashflows Before Income Taxes &

financing costs Notes:

Financial projection is based on the corporate approved 2008-2012 business plan. 2013 is extrapolated out using trend data, maintaining no change from 2012 or using a 3% inflation adjustment.

Operating Cash flow projection uses same revenue assumptions as the Base Case income statement.

1 - Revenues are impacted by the non-cash adjustment of amortizing the fair value of the PPA contract over time; to correctly state cash flows, this non-cash item is excluded from revenues and reflected in the above statement as noted.

2 - The 2013 estimated nuclear fuel purchases were derived using the average of 2009 and 2010, years consistent for modelling the projected nuclear fuel purchases given Ginna's 18-month cycle.

3 - Allocated corporate costs are net of depreciation, using same allocation methodology as base case.

4 - Capital costs related to the construction of the ISFSI are included in projected capital project expenditures.

5 - The 2008 business plan included $9.6M in potential capital spending for the 2011 generator rewind. An assessment for the need of the generator rewind will be conducted during the 2009 refuelling outage. It is anticipated that the results of this evaluation will allow us to postpone the rewind beyond the planning horizon of this financial statement.

20 of 20

ATTACHMENT (4) 10 CFR 2.390 AFFIDAVIT OF HENRY B. BARRON Constellation Energy Nuclear Group, LLC October 3, 2008

UNITED STATES OF AMERICA NUCLEAR REGULATORY COMMISSION In the Matter of )

)

Constellation Energy Nuclear Group, LLC, et al. )

)

AFFIDAVIT I, Henry B. Barron of Constellation Energy Nuclear Group, LLC, for Calvert Cliffs Nuclear Power Plant, Inc., Nine Mile Point Nuclear Station, LLC, and R. E. Ginna Nuclear Power Plant, LLC (together, the CENG Companies), do hereby affirm and state:

1. I am authorized to execute this affidavit on behalf of the CENG Companies.
2. The CENG Companies are providing information in support of their Application for Order Approving Indirect Transfers of Control of Licenses. The documents being provided in Attachment (3A) contain proprietary financial information and financial projections related to the ownership and operation of the CENG Companies' generation assets. These documents constitute proprietary commercial and financial information that should be held in confidence by the NRC pursuant to the policy reflected in 10 CFR §§ 2.390(a)(4) and 9.17(a)(4), because:
i. This information is and has been held in confidence by the CENG Companies.

ii. This information is of a type that is customarily held in confidence by the CENG Companies, and there is a rational basis for doing so because the information contains sensitive financial information concerning projected revenues and operating expenses of the CENG Companies.

iii. This information is being transmitted to the NRC voluntarily and in confidence.

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

v. Public disclosure of this information would create substantial harm to the competitive position of the CENG Companies by disclosing their internal financial projections.
3. Accordingly, the CENG Companies request that the designated documents be withheld from public disclosure pursuant to the policy reflected in 10 CFR §§ 2.390(a)(4) and 9.17(a)(4).

Henry B. Barron Subscrib d and sw b fore me, a Notary Public, in and for the State of Maryland and City of Baltimore, thin gay of 2*2008.

WITNESS my hand and Notarial Seal:

No'tary"Publiv

  • 3 4. c My Commission Expires: ///1 il1*316 01'"0 Date

ATTACHMENT (5)

LIST OF CENG's AND CENG COMPANIES' DIRECTORS AND PRINCIPAL EXECUTIVE OFFICERS Constellation Energy Nuclear Group, LLC October 3, 2008

ATTACHMENT (5)

LIST OF CENG's AND CENG COMPANIES' DIRECTORS AND PRINCIPAL EXECUTIVE OFFICERS CONSTELLATION ENERGY NUCLEAR GROUP. LLC N Directors:

Mayo A. Shattuck III - Chairman Michael J. Wallace Officers:

Mayo A. Shattuck III - Chairman of the Board Henry B. Barron - President, Chief Executive Officer and Chief Nuclear Officer Kathleen W. Hyle - Senior Vice President and Chief Financial Officer Steven L. Miller - Senior Vice President, General Counsel and Assistant Secretary Joseph C. Turnage - Senior Vice President George Vanderheyden - Senior Vice President James K. Walkington - Senior Vice President and Chief Administrative Officer John T. Carlin - Vice President Stephen A. Mormann - Vice President - Financial Services and Treasurer Keith J. Polson - Vice President James A. Spina - Vice President Charles A. Berardesco - Secretary Daniel R. Skowronski - Assistant Secretary Christopher J. Budzynski - Assistant Treasurer Frederick A. Schacknies - Assistant Treasurer CONSTEIJATION NUCLEAR POWER PLANTS. INC.

Directors:

Michael J. Wallace Henry B. Barron Officers:

Henry B. Barron - Chairman of the Board and President Stephen A. Mormann - Vice President - Financial Services and Treasurer Steven L. Miller - Secretary Charles A. Berardesco - Assistant Secretary Christopher J. Budzynski - Assistant Treasurer Frederick A. Schacknies - Assistant Treasurer 1

ATTACHMENT (5)

LIST OF CENG's AND CENG COMPANIES' DIRECTORS AND PRINCIPAL EXECUTIVE OFFICERS CALVERT CLIFFS NUCLEAR POWER PLANT. INC.

Directors:

Michael J. Wallace Henry B. Barron James A. Spina Officers:

Henry B. Barron - Chairman of the Board and President James A. Spina - Vice President Stephen A. Mormann Vice President - Financial Services and Treasurer Steven L. Miller - Secretary Charles A. Berardesco - Assistant Secretary Carey Fleming - Assistant Secretary Christopher J. Budzynski - Assistant Treasurer Frederick A. Schacknies - Assistant Treasurer NINE MILE POINT NUCLEAR STATION. LLC Management:

Henry B. Barron Committee:

Michael J. Wallace Keith J. Polson Officers:

Henry B. Barron - Chairman of the Board and President Keith J. Polson - Vice President Steven L. Miller - Secretary Stephen A. Mormann - Vice President - Financial Services and Treasurer Charles A. Berardesco - Assistant Secretary Carey Fleming - Assistant Secretary Christopher J. Budzynski - Assistant Treasurer Frederick A. Schacknies - Assistant Treasurer 2

ATTACHMENT (5)

LIST OF CENG's AND CENG COMPANIES' DIRECTORS AND PRINCIPAL EXECUTIVE OFFICERS R. E. GINNA NUCLEAR POWER PLANT. IIC Directors:

Michael J. Wallace Henry B. Barron John T. Carlin Officers:

Henry B. Barron - Chairman of the Board and President John T. Carlin - Vice President Stephen A. Mormann Vice President - Financial Services and Treasurer Steven L. Miller - Secretary Charles A. Berardesco - Assistant Secretary Carey Fleming - Assistant Secretary Christopher J. Budzynski - Assistant Treasurer Frederick A. Schacknies - Assistant Treasurer 3

ATTACHMENT (6)

LIST OF REGULATORY COMMITMENTS Constellation Energy Nuclear Group, LLC October 3, 2008

ATTACHMENT (6)

LIST OF REGULATORY COMMITMENTS The following table identifies the regulatory commitments in this document. Any other statements in this submittal represent intended or planned actions. They are provided for information purposes and are not considered to be regulatory commitments.

SCHEDULED COMMITMENT COMPLETION DATE Submit the decommissioning trust fund report required by 10 CFR March 31, 2009 50.75(f)(1) to the NRC.

Following submittal to Submit a copy of the definitive proxy materials to the NRC. the Securities and Exchange Commission If NRC issues the indirect transfer Order and the transaction is subsequently On consummation of the consummated, form a Special Nuclear Committee of the Board of Directors transaction of CEG.

1

Retrieved from "https://kanterella.com/w/index.php?title=ML082810188&oldid=2152612"