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{{Adams
#REDIRECT [[NOC-AE-12002905, Response to Request for Additional Information Regarding Threshold Determination Under 10 CFR 50.80]]
| number = ML12292A387
| issue date = 10/03/2012
| title = South Texas Project, Units 1 and 2 - Response to Request for Additional Information Regarding Threshold Determination Under 10 CFR 50.80 (TAC Nos. ME9166 and ME9167)
| author name = Rencurrel D W
| author affiliation = South Texas Project Nuclear Operating Co
| addressee name =
| addressee affiliation = NRC/Document Control Desk, NRC/NRR
| docket = 05000498, 05000499
| license number =
| contact person =
| case reference number = NOC-AE-12002905, TAC ME9166, TAC ME9167
| document type = Letter
| page count = 4
| project = TAC:ME9166, TAC:ME9167
| stage = Response to RAI
}}
 
=Text=
{{#Wiki_filter:LMAJiAMNuclear Operating CompanyS T anISouth Texs Prolect Electric Genyeratin$ Station P.O Box 2&9 PWasworth, Texas 77483October 3, 2012NOC-AE-1200290510 CFR 50.80STI: 33603195U. S. Nuclear Regulatory CommissionAttention: Document Control DeskWashington, DC 20555-0001South Texas ProjectUnits 1 and 2Docket Nos. STN 50-498, STN 50-499Response to Request for Additional Information Regarding ThresholdDetermination Under 10 CFR 50.80 (TAC Nos. ME9166 AND ME9167)Reference:(1) Letter from M.P. Murray to NRC Document Control Desk, "Request forThreshold Determination Under 10 CFR 50.80," dated August 1, 2012(NOC-AE-12002895) (ML12228A380)(2) Letter from M.P. Murray to NRC Document Control Desk, "SupplementalInformation Regarding Request for Threshold Determination Under 10CFR 50.80," dated August 28, 2012 (NOC-AE-1 2002899)(ML12261A334)(3) Letter from B.K. Singal to K.D. Richards, "Request for AdditionalInformation Regarding Threshold Determination Under 10 CFR 50.80,"dated September 28, 2012 (ML1 2258A1 28)In Reference 1, the STP Nuclear Operating Company ("STPNOC"), acting on behalf of NRGSouth Texas LP ("NRG South Texas"), provided notice regarding a proposed merger involvingNRG South Texas's ultimate parent company, NRG Energy, Inc. ("NRG Energy"). NRG SouthTexas is an owner licensee for 44% of South Texas Project, Units 1 and 2 ("STP 1&2").STPNOC is the licensed operator of STP 1&2. STPNOC requested that the NRC staff reviewthe proposed transaction described in Reference 1 and make a threshold determination that itdoes not involve any direct or indirect transfer of control of NRG South Texas LP or its licensesfor STP 1&2 that would require approval pursuant to 10 CFR 50.80.In Reference 2, STPNOC provided supplemental information regarding foreign ownership.In Reference 3, the NRC staff has requested additional information regarding the Request forThreshold Determination Under 10 CFR 50.80. Attached is a Response to the NRC Request forAdditional Information. The attachment also includes updated information. NRG Energy andGenOn Energy have now identified four individuals from the GenOn Energy Board of Directorswho will join the existing NRG Energy Board of Directors.This letter contains no NRC commitments.If there are any questions, please contact either Mr. Jamie Paul at (361) 972-7344 or me at(361) 972-7867.Davide. RencurrelChief Nuclear OfficerEnclosure:Response to Request for Additional Information Aool.LA NOC-AE-1 2002905Page 2 of 2cc:(paper copy)(electronic copy)Regional Administrator, Region IVU. S. Nuclear Regulatory Commission1600 East Lamar BoulevardArlington, Texas 76011-4511Balwant K. SingalSenior Project ManagerU.S. Nuclear Regulatory CommissionOne White Flint North (MS 8B1)11555 Rockville PikeRockville, MD 20852NRC Resident InspectorU. S. Nuclear Regulatory CommissionP. 0. Box 289, Mail Code: MNl 16Wadsworth, TX 77483C. M. CanadyCity of AustinElectric Utility Department721 Barton Springs RoadAustin, TX 78704A. H. Gutterman, EsquireMorgan, Lewis & Bockius LLPBalwant K. SingalU. S. Nuclear Regulatory CommissionJohn RaganChristopher C. O'HaraJim von SuskilNRG South Texas LPKevin PolioRichard PenaCity Public ServicePeter NemethCrain Caton & James, P.C.C. MeleCity of AustinRichard A. RatliffTexas Department of State Health ServicesAlice RogersTexas Department of State Health Services
 
==Enclosure==
NOC-AE-12002905Page 1 of 2Response to Request for Additional Information (RAI)NRC RAI:1. Please provide information on the State Street Corporation foreigndomiciled subsidiary that holds an undisclosed number of voting commonstock of NRG Energy.NRG Response:NRG Energy, Inc. ("NRG Energy") and GenOn Energy, Inc. ("GenOn Energy") are bothDelaware corporations that are publicly traded companies. Their securities are tradedon the New York Stock Exchange and are widely held. In response to the Commission'sRequest for Information ("RFI"), NRG has identified information regarding potentialforeign shareholders of the combined company, based upon various filings with theSecurities and Exchange Commission ("SEC").The RAI requests additional information about State Street Corporation ("State Street").State Street is incorporated in Massachusetts. According to State Street's August 3,2012 10-Q filing with the SEC, "State Street Corporation ... is a financial holdingcompany headquartered in Boston, Massachusetts .... Our principal banking subsidiaryis State Street Bank and Trust Company, or State Street Bank. At June 30, 2012, wehad total assets of $200.78 billion, total deposits of $143.77 billion, total shareholders'equity of $19.90 billion and 29,665 employees."State Street's SEC Schedule 13G and Form 13F, both filed with the SEC on February 9,2012, and its SEC Form 13F dated August 13, 2012 (filed August 14, 2012), report theholdings of State Street and its subsidiaries as of December 31, 2011 and June 30,2012, respectively. Based upon these filings, NRG Energy can provide the followingsummary of ownership of the combined company:Entity SEC Filing NRG GenOn Pro FormaDate Ownership % Ownership % Post-MergerOwnership %As ofState Street December 31, 5.3%1 1.3%:' NA2011State Street As of June 30, 5.1%3 2.2%. 4.3%2012Item 7 of the State Street Schedule 13G dated February 9, 2012 indicates that thereported amount of shares held by State Street include several subsidiaries identified on1 SEC Schedule 13G dated February 9, 2012.2 SEC Form 13F dated February 9, 2012.3 SEC Form 13F dated August 13, 2012.4 SEC Form 13F dated August 13, 2012.
 
==Enclosure==
NOC-AE-12002905Page 2 of 2Exhibit 1 of the filing. The State Street subsidiary companies named in Exhibit 1 are asfollows:State Street Bank and Trust CompanySSgA Funds Management, Inc.State Street Global Advisors LimitedState Street Global Advisors Ltd.State Street Global Advisors, Australia LimitedState Street Global Advisors Japan Co., Ltd.State Street Global Advisors, Asia LimitedState Street Global Advisors France S.A.The SEC does not require State Street to report how many shares each of thesesubsidiaries might hold. In any event, the foreign domiciled entities are subsidiaries ofState Street, and each is presumably owned and controlled by State Street, which is aU.S. company. Thus, the shares would be under U.S. control.State Street has no right to appoint any manager or director of NRG Energy, and it hasno special voting rights beyond those held by all other voting shareholders of NRGEnergy. Moreover, the SEC Schedule 13G filing specifically certifies that State Streetdid not acquire its shares for the purpose of or with the effect of changing or influencingthe control of NRG Energy.Additional Information Regarding NRG Directors:In addition to the above information, NRG Energy and GenOn Energy have nowidentified four individuals from the GenOn Energy Board of Directors who will join theexisting NRG Energy Board of Directors. The Board of Directors of the combinedcompany will be:1. David Crane, Pres & CEO2. Howard Cosgrove, Chairman3. Kirbyjon Caldwell4. John Chlebowski5. Larry Coben6. Bill Hantke7. Paul Hobby8. Gerald Luterman9. Kathleen McGinty10. Anne Schaumburg11. Tom Weidemeyer12. Walter Young13. Evan J. Silverstein -GenOn14. Edward R. Muller -GenOn (will be Vice Chair)15. Terry G. Dallas -GenOn16. Edward Spencer Abraham -GenOnAll of the Directors are U.S. citizens.
}}

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