ML071560124

Order Approving Transfer of License and Conforming Amendment Relating to the Point Beach Nuclear Plant

ML071560124
Person / Time
Site:	Point Beach
Issue date:	07/31/2007
From:	Milano P NRC/NRR/ADRO/DORL/LPLIII-1
To:	Koehl D, Kuester F, Rajiv Kundalkar Florida Power & Light Energy Point Beach, Nuclear Management Co, Wisconsin Electric Power Co
Milano P, NRR/DORL/LPLA, 415-1457
Shared Package
ML071560143	List: ML071560124 ML072080394 ML072080397
References
TAC MD4112, TAC MD4113
Download: ML071560124 (36)

Text

July 31, 2007 Mr. Dennis L. Koehl Mr. F.D. Kuester Site Vice President President Point Beach Nuclear Plant and Chief Executive Officer Nuclear Management Company, LLC WE Generation 6610 Nuclear Road 231 West Michigan Street Two Rivers, WI 54241-9516 Milwaukee, WI 53201 Mr. Rajiv Kundalkar Vice President FPL Energy Point Beach, LLC 700 Universe Boulevard Juno Beach, FL 33408

SUBJECT:

ORDER APPROVING TRANSFER OF LICENSES AND CONFORMING AMENDMENTS RELATING TO POINT BEACH NUCLEAR PLANT, UNITS 1 AND 2 (TAC NOS. MD4112 AND MD4113)

Dear Messrs. Koelh,

Kuester and Kundalkar:

By letter to the U.S. Nuclear Regulatory Commission (NRC) dated January 26, 2007 (Agencywide Documents Access and Management System (ADAMS) Accession No. ML070290206), as supplemented by letter dated July 11, 2007 (ADAMS Accession No. ML071940067), Nuclear Management Company, LLC (NMC), Wisconsin Electric Power Company (WEPCO) , and FPL Energy Point Beach, LLC (FPLE Point Beach) submitted an application requesting that the NRC approve, pursuant to Section 50.80 of Title 10 of the Code of Federal Regulations (10 CFR), the direct transfer of WEPCOs ownership interests and NMCs operating authority and the corresponding renewed Facility Operating Licenses, Nos.

DPR-24 and DPR-27 (licenses), for Point Beach Nuclear Plant, Units 1 and 2 (Point Beach) to FPLE Point Beach. The application also requested approval of the conforming amendments to the licenses, pursuant to 10 CFR 50.90. Transfer of the licenses will also authorize FPLE Point Beach, pursuant to the general license requirements in 10 CFR 72.210, to store spent fuel in the Independent Spent Fuel Storage Installation (ISFSI) at Point Beach. In addition, the applicants asked for an option to transfer operational authority to FPLE Point Beach prior to transfer of the ownership interests.

Separate from the enclosed Order, NRC will address the requested assignment to FPLE Point Beach of the approved transportation package pursuant to 10 CFR 71.38, Renewal of a Certificate of Compliance or Quality Assurance Program Approval.

Notice of the application was published in the Federal Register on February 28, 2007, (72 FR 9035).

NOTE: THIS DOCUMENT CONTAINS PROPRIETARY INFORMATION. THIS DOCUMENT BECOMES NON-PROPRIETARY UPON REMOVAL OF ENCLOSURE 5.

D. Koehl, et al. The NRC staff has completed its review of the application. Enclosure 1 is the Order which approves the proposed license transfers, subject to the conditions described therein, and approves the conforming amendments. Enclosure 2 provides the conforming amendment pages for transfer of ownership and operational authority for Point Beach, Units 1 and 2. provides the conforming amendment pages for transfer of operational authority prior to closing of the sale. You must inform us no later than five business days prior to the date of any such transfer, on which date the appropriate conforming amendments will be issued. If you do not exercise the option to transfer operational authority prior to closing, then the associated amendments will be null and void.

Enclosures 4 and 5 contain the non-proprietary and proprietary versions, respectively, of the NRC staffs safety evaluation (SE) related to the preceding actions. The non-proprietary version of the SE will be placed in the NRC public document room and added to the Agencywide Documents Access and Management Systems Publicly Available Records System Library.

The Order has been forwarded to the Office of Federal Register for publication.

Sincerely,

/RA/

Patrick Milano, Senior Project Manager PIant Licensing Branch III-1 Division of Operating Reactor Licensing Office of Nuclear Reactor Regulation Docket Nos. 50-266, 50-301 and 72-005

Enclosures:

1. Order

2. Conforming Amendment pages to DPR-24 and DPR 27 reflecting transfer of ownership and operational authority

3. Conforming Amendment pages to DPR-24 and DPR 27 reflecting transfer of operational authority prior to sale

4. Safety Evaluation (Non-proprietary)

5. Safety Evaluation (Proprietary) (FPLE only) cc w/o Enclosure 5: See next page NOTE: THIS DOCUMENT CONTAINS PROPRIETARY INFORMATION. THIS DOCUMENT BECOMES NON-PROPRIETARY UPON REMOVAL OF ENCLOSURE 5.

Point Beach Nuclear Plant, Units 1 and 2 cc:

Jonathan Rogoff, Esquire Mr. Jeffery Kitsembel Vice President, Counsel & Secretary Electric Division Nuclear Management Company, LLC Public Service Commission of Wisconsin 700 First Street P.O. Box 7854 Hudson, WI 54016 Madison, WI 53707-7854 Mr. F. D. Kuester Nuclear Asset Manager President & Chief Executive Officer Wisconsin Electric Power Company WE Generation 231 West Michigan Street 231 West Michigan Street Milwaukee, WI 53201 Milwaukee, WI 53201 Michael B. Sellman Regulatory Affairs Manager President and Chief Executive Officer Point Beach Nuclear Plant Nuclear Management Company, LLC Nuclear Management Company, LLC 700 First Street 6610 Nuclear Road Hudson, MI 54016 Two Rivers, WI 54241 Douglas E. Cooper Mr. Ken Duveneck Senior Vice President & Chief Nuclear Town Chairman Officer Town of Two Creeks Nuclear Management Company, LLC 13017 State Highway 42 700 First Street Mishicot, WI 54228 Hudson, WI 54016 Chairman Site Director of Operations Public Service Commission Nuclear Management Company, LLC of Wisconsin 6610 Nuclear Road P.O. Box 7854 Two Rivers, WI 54241 Madison, WI 53707-7854 Mitchell S. Ross Regional Administrator, Region III Associate General Counsel U.S. Nuclear Regulatory Commission FPL Energy Point Beach, LLC Suite 210 700 Universe Blvd.

2443 Warrenville Road Juno Beach, Florida 33408 Lisle, IL 60532-4351 Arthur H. Domby Resident Inspector's Office Troutman Sanders LLP U.S. Nuclear Regulatory Commission 600 Peachtree Street 6612 Nuclear Road Atlanta, Georgia 30308 Two Rivers, WI 54241 NOTE: THIS DOCUMENT CONTAINS PROPRIETARY INFORMATION. THIS DOCUMENT BECOMES NON-PROPRIETARY UPON REMOVAL OF ENCLOSURE 5.

D. Koehl, et al. The NRC staff has completed its review of the application. Enclosure 1 is the Order which approves the proposed license transfers, subject to the conditions described therein, and approves the conforming amendments. Enclosure 2 provides the conforming amendment pages for transfer of ownership and operational authority for Point Beach Units 1 and 2. provides the conforming amendment pages for transfer of operational authority prior to closing of the sale. You must inform us no later than five business days prior to the date of any such transfer, on which date the appropriate conforming amendments will be issued. If you do not exercise the option to transfer operational authority prior to closing, then the associated amendments will be null and void.

Enclosures 4 and 5 contain the non-proprietary and proprietary versions, respectively, of the NRC staffs safety evaluation (SE) related to the preceding actions. The non-proprietary version of the SE will be placed in the NRC public document room and added to the Agencywide Documents Access and Management Systems Publicly Available Records System Library.

The Order has been forwarded to the Office of Federal Register for publication.

Sincerely,

/RA/

Patrick Milano, Senior Project Manager PIant Licensing Branch III-1 Division of Operating Reactor Licensing Office of Nuclear Reactor Regulation Docket Nos. 50-266, 50-301 and 72-005

Enclosures:

1. Order

2. Conforming Amendment pages to DPR-24 and DPR 27 reflecting transfer of ownership and operating authority

3. Conforming Amendment pages to DPR-24 and DPR 27 reflecting transfer of operating authority prior to sale

4. Safety Evaluation (Non-proprietary)

5. Safety Evaluation (Proprietary) (FPLE only) cc w/o Enclosure 5: See next page DISTRIBUTION: (w/o Enclosure 5)

PUBLIC RidsNrrDorlDpr NSalgado LPLIII-1 R/F RidsOgcRp RCarlson GHill (8) RidsNrrDorlLple (LRaghavan) GArmstrong RidsNrrOd (JDyer/JWiggins) RidsNrrPMPMilano MDusaninskij RidsNrrAdro (BBoger) RidsNrrLATHarris JCushing RidsNrrDorl (CHaney/TMcGinty) RidsRgn3MailCenter JCameron RidsAcrsAcnwMailCenter RidsRgn2MailCenter JHall PACKAGE NO.: ML071560143 LICENSE PAGES NO.: Ownership and Operating authority ML072080394, Operating Authority ML072080397 ORDER NO.: ML071560124 PROPRIETARY SE: ML071560151 OFFICE LPL3-1/PM LPL3-1/LA Tech Ed IOLB/DIRS PFPB RIII/DRP/BC NAME JCushing THarris H. Chang NSalgado RCarlson JCameron DATE 07/26/07 07/26/07 06/14/07 06/06/07 06/07/07 06/25/07 OFFICE OGC NRR/LPL3-1/PM NRR/LPL3-1/(A)BC NRR/DORL/DD NRR/D NAME SUttal PMilano TTate CHaney (JLubinski) for JDyer DATE 07/30 /07 07/24/07 07/26/07 07/26/07 07/31/07 OFFICIAL RECORD COPY NOTE: THIS DOCUMENT CONTAINS PROPRIETARY INFORMATION. THIS DOCUMENT BECOMES NON-PROPRIETARY UPON REMOVAL OF ENCLOSURE 5.

ENCLOSURE 1-ORDER APPROVING TRANSFER OF LICENSES AND CONFORMING AMENDMENTS

7590-01-P UNITED STATES OF AMERICA NUCLEAR REGULATORY COMMISSION In the Matter of )

)

)

WISCONSIN ELECTRIC POWER COMPANY ) Docket Nos. 50-266, 50-301

)

) Renewed License Nos. DPR-24 and

) DPR-27

)

NUCLEAR MANAGEMENT COMPANY, LLC )

)

(Point Beach Nuclear Plant) )

ORDER APPROVING TRANSFER OF LICENSES AND CONFORMING AMENDMENTS I.

Wisconsin Electric Power Company (WEPCO) and Nuclear Management Company, LLC (NMC) are holders of the Renewed Facility Operating Licenses (FOLs), Nos. DPR-24 and DPR-27, which authorize the possession, use and operation of Point Beach Nuclear Plant, Units 1 and 2 (Point Beach or facility). NMC is licensed by the U.S. Nuclear Regulatory Commission (NRC, the Commission) to operate Point Beach. WEPCO is licensed to possess Point Beach with respect to WEPCOs ownership of the facility. Point Beach is located near Two Rivers, Wisconsin.

II.

By letter dated January 26, 2007, as supplemented by letter dated July 11, 2007, NMC, WEPCO and FPL Energy Point Beach, LLC, (FPLE Point Beach) submitted an application requesting approval of the direct license transfers that would be necessary in connection with

WEPCOs proposed sale and transfer to FPLE Point Beach of its 100 percent ownership interest in Point Beach. The application also requested the approval of the transfer of NMCs operating authority to FLPE Point Beach. Transfer of the licenses will authorize FPLE Point Beach, pursuant to the general license in Section 72.210 of Title 10 of the Code of Federal Regulations (10 CFR), to store spent fuel in the Independent Spent Fuel Storage Installation (ISFSI) at Point Beach.

As a potential interim step towards the sale of Point Beach, WEPCO and FPLE Point Beach have signed an Interim Operating Agreement that would permit WEPCO, at its option, and upon receipt of applicable regulatory approvals, to transfer NMCs operating authority to FPLE Point Beach prior to the closing of the ownership sale of Point Beach. This interim transfer of the operating authority from NMC to FPLE Point Beach would not change the financial responsibilities or qualifications or the decommissioning funding status of WEPCO as the 100 percent owner of Point Beach.

WEPCO, NMC and FPLE Point Beach requested approval of (1) conforming license amendments that would reflect the proposed transfer of ownership of and operating authority for Point Beach to FPLE Point Beach; and (2) the option of transferring operating authority as an interim step to FPLE Point Beach. The amendments for transferring ownership and operating authority would include the following: (1) the deletion of the references to WEPCO and NMC as owner and operator of Point Beach, respectively, and (2) the authorization of FPLE Point Beach to possess, use, and operate Point Beach under essentially the same conditions and authorization included in the existing licenses. Two footnotes containing historical references to the former licensees also will be deleted. The applicants did not propose any physical or operational changes to the facility. After completion of the proposed transfers, FPLE Point Beach would be the owner and the operator of Point Beach. The amendments for transferring operational authority as an interim step would include the following: (1) the deletion

of the references to NMC as operator of Point Beach, and replacement with references to FPLE Point Beach, and (2) the authorization of FPLE Point Beach to operate Point Beach under essentially the same conditions and authorization included in the existing licenses. After completion of the proposed transfers, FPLE Point Beach would be the operator of Point Beach.

The applicants requested approval of the transfer of the renewed FOLs and conforming license amendments pursuant to 10 CFR 50.80 and 50.90. Notice of the request for approval and opportunity for a hearing were published in the Federal Register on February 28, 2007 (72 FR 9035). No comments were received. No requests for hearing or petitions for leave to intervene were received.

Pursuant to 10 CFR 50.80, no license for a production or utilization facility, or any right thereunder, shall be transferred, directly or indirectly, through transfer of control of the license, unless the Commission shall give its consent in writing. Upon review of the information in the application and other information before the Commission, and relying upon the representations and agreements contained in the application, the NRC staff has determined that FPLE Point Beach is qualified to hold the licenses for Point Beach to the extent now held by WEPCO regarding its ownership interest, and is qualified to hold the operating authority under the licenses now held by NMC, and the transfer of the licenses as proposed in the application is otherwise consistent with applicable provisions of law, regulations, and orders issued by the Commission, subject to the conditions set forth below. The NRC staff has also found that the application for the proposed license amendments complies with the standards and requirements of the Atomic Energy Act of 1954, as amended (the Act), and the Commissions rules and regulations set forth in 10 CFR Chapter I; the facility will operate in conformity with the application, the provisions of the Act, and the rules and regulations of the Commission; there is reasonable assurance that the activities authorized by the proposed license amendments can be conducted without endangering the health and safety of the public and that such activities

will be conducted in compliance with the Commissions regulations; the issuance of the proposed license amendments will not be inimical to the common defense and security or to the health and safety of the public; and issuance of the proposed amendments will be in accordance with 10 CFR Part 51 of the Commissions regulations and all applicable requirements have been satisfied.

The findings set forth above are supported by an NRC safety evaluation dated July 31, 2007.

III.

Accordingly, pursuant to Sections 161b, 161i, 161o and 184 of the Act, 42 U.S.C.

Sections 2201(b), 2201(i), 2201(o) and 2234; and 10 CFR 50.80, IT IS HEREBY ORDERED that the transfer of the licenses, as described herein, to FPLE Point Beach is approved, subject to the following conditions:

(1) At the time of the closing of the transfer of the licenses from Wisconsin Electric Power Company (WEPCO) to FPLE Point Beach, WEPCO shall transfer to FPLE Point Beach WEPCOs decommissioning funds in an aggregate minimum value of $200.8 million for Point Beach, Unit 1 and $189.2 million for Point Beach, Unit 2. FPLE Point Beach shall deposit such funds in an external decommissioning trust fund established by FPLE Point Beach for Point Beach Units 1 and 2. The trust agreement shall be in a form acceptable to the NRC.

(2) FPLE Point Beach shall take no actions to cause FPLE Group Capital, or its successors and assigns, to void, cancel, or modify its $70 million Support Agreement (Agreement) to FPLE Point Beach, as presented in the application, or cause it to fail to perform or impair its performance under the Agreement, without prior written consent from the NRC. The Agreement may not be

amended or modified without 30 days prior written notice to the Director of the Office of Nuclear Reactor Regulation or his designee. An executed copy of the Agreement shall be submitted to the NRC no later than 30 days after the completion of the license transfers. Also, FPLE Point Beach shall inform the NRC in writing anytime it draws upon the $70 million Agreement.

(3) Prior to completion of the transfer of any authority under the licenses, FPLE Point Beach shall provide the Director of the Office of Nuclear Reactor Regulation satisfactory documentary evidence that it has obtained the appropriate amount of insurance required of a licensee under 10 CFR Part 140 of the Commissions regulations.

IT IS FURTHER ORDERED that FPLE Point Beach shall inform the Director of the Office of Nuclear Reactor Regulation in writing if it wishes to exercise the option to transfer the operating authority prior to closing of the sale no later than 5 business days prior to the desired date for transfer of operational authority. Should FPLE Point Beach not request to exercise the option to transfer operational authority prior to closing of the sale, then the associated amendments to transfer operational authority will be null and void and only the amendments reflecting transfer of both ownership and operating authority will remain approved.

IT IS FURTHER ORDERED that FPLE Point Beach shall inform the Director of the Office of Nuclear Reactor Regulation in writing of the date of the closing of the sale no later than 5 business days prior to the closing of the sale and transfer of licenses. Should the transfer of the licenses not be completed by July 31, 2008, this Order shall become null and void, provided however, that upon written application and for good cause shown, such date may be extended by order.

IT IS FURTHER ORDERED that, consistent with 10 CFR 2.1315(b), the license amendments, indicated in Enclosures 2 or 3 to the cover letter forwarding this Order, that make the applicable changes to conform the licenses to reflect the subject license transfers are approved. The applicable amendments for transfer of ownership and operational authority shall be issued and made effective at the time such proposed license transfers are completed in full.

The applicable amendments for the option of first transferring operational authority shall be issued and made effective at the time such transfer closes.

This Order is effective upon issuance.

For further details with respect to this Order, see the initial application dated January 26, 2007, as supplemented by letter dated July 11, 2007, and the non-proprietary safety evaluation dated July 31, 2007, which is available for public inspection at the Commissions Public Document Room (PDR), located at One White Flint North, Public File Area 01 F21, 11555 Rockville Pike (first floor), Rockville, Maryland, and accessible electronically from the Agencywide Documents Access and Management System (ADAMS)

Public Electronic Reading Room on the Internet at the NRC Web site, http://www.nrc.gov/reading-rm/adams.html. Persons who do not have access to ADAMS or who encounter problems in accessing the documents located in ADAMS, should contact the NRC PDR Reference staff by telephone at 1-800-397-4209, 301-415-4737, or by e-mail to pdr@nrc.gov.

Dated at Rockville, Maryland this 31st day of July 2007.

FOR THE NUCLEAR REGULATORY COMMISSION

/RA/

J. E. Dyer, Director Office of Nuclear Reactor Regulation

ENCLOSURE 2-CONFORMING AMENDMENTS TO DPR-24 AND DPR 27 FOR TRANSFER OF OWNERSHIP AND OPERATING AUTHORITY

WISCONSIN ELECTRIC POWER COMPANY NUCLEAR MANAGEMENT COMPANY, LLC DOCKET NO. 50-266 POINT BEACH NUCLEAR PLANT, UNIT 1 AMENDMENT TO RENEWED FACILITY OPERATING LICENSE Amendment No.

Renewed License No. DPR-24

1. The Nuclear Regulatory Commission (the Commission) has found that:

A. The application for amendment by Nuclear Management Company, LLC and the Wisconsin Electric Power Company (the licensees), dated January 26, 2007, as supplemented by letter dated July 11, 2007, complies with the standards and requirements of the Atomic Energy Act of 1954, as amended (the Act), and the Commission's rules and regulations set forth in 10 CFR Chapter I; B. The facility will operate in conformity with the application, the provisions of the Act, and the rules and regulations of the Commission; C. There is reasonable assurance (i) that the activities authorized by this amendment can be conducted without endangering the health and safety of the public, and (ii) that such activities will be conducted in compliance with the Commission's regulations; D. The issuance of this amendment will not be inimical to the common defense and security or to the health and safety of the public; and E. The issuance of this amendment is in accordance with 10 CFR Part 51 of the Commission's regulations and all applicable requirements have been satisfied.

2. Accordingly, the license is amended as indicated in the attachment to this license amendment.

3. This license amendment is effective as of the date of issuance and shall be implemented within 30 days of the date of issuance.

FOR THE NUCLEAR REGULATORY COMMISSION J. E. Dyer, Director Office of Nuclear Reactor Regulation

Attachment:

Changes to the Renewed Facility Operating License DPR-24 Date of issuance:

WISCONSIN ELECTRIC POWER COMPANY NUCLEAR MANAGEMENT COMPANY, LLC DOCKET NO. 50-301 POINT BEACH NUCLEAR PLANT, UNIT 2 AMENDMENT TO RENEWED FACILITY OPERATING LICENSE Amendment No.

Renewed License No. DPR-27

1. The Nuclear Regulatory Commission (the Commission) has found that:

A. The application for amendment by Nuclear Management Company, LLC and the Wisconsin Electric Power Company (the licensees), dated January 26, 2007, as supplemented by letter dated July 11, 2007, complies with the standards and requirements of the Atomic Energy Act of 1954, as amended (the Act), and the Commission's rules and regulations set forth in 10 CFR Chapter I; B. The facility will operate in conformity with the application, the provisions of the Act, and the rules and regulations of the Commission; C. There is reasonable assurance (i) that the activities authorized by this amendment can be conducted without endangering the health and safety of the public, and (ii) that such activities will be conducted in compliance with the Commission's regulations; D. The issuance of this amendment will not be inimical to the common defense and security or to the health and safety of the public; and E. The issuance of this amendment is in accordance with 10 CFR Part 51 of the Commission's regulations and all applicable requirements have been satisfied.

2. Accordingly, the license is amended as indicated in the attachment to this license amendment.

3. This license amendment is effective as of the date of issuance and shall be implemented within 30 days of the date of issuance.

FOR THE NUCLEAR REGULATORY COMMISSION J. E. Dyer, Director Office of Nuclear Reactor Regulation

Attachment:

Changes to the Renewed Facility Operating License DPR-27 Date of issuance:

ATTACHMENT TO LICENSE AMENDMENT NO.

FOR TRANSFER OF OWNERSHIP AND OPERATING AUTHORITY TO RENEWED FACILITY OPERATING LICENSE NO. DPR-24 AND LICENSE AMENDMENT NO.

TO RENEWED FACILITY OPERATING LICENSE NO. DPR-27 DOCKET NOS. 50-266 AND 50-301 Replace the following pages of the Facility Operating Licenses and Appendices A, B and C Technical Specifications with the attached revised pages. The revised pages are identified by amendment number and contain marginal lines indicating the areas of change.

REMOVE INSERT Unit 1 License Pages 1-5 Unit 1 License Pages 1-5 Unit 2 License Pages 1-5 Unit 2 License Pages 1-5 Page 4.0-1 Page 4.0-1 Appendix A cover page Appendix A cover page Appendix B cover page Appendix B cover page Page 16.1-1 Page 16.1-1 Unit 1 Appendix C page C-1 Unit 1 Appendix C page C-1 Unit 2 Appendix C page C-1 Unit 2 Appendix C page C-1

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Unit 1 Appendix C page C-2

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Unit 2 Appendix C page C-2

ENCLOSURE 3-CONFORMING AMENDMENTS TO DPR-24 AND DPR 27 FOR TRANSFER OF OPERATING AUTHORITY

WISCONSIN ELECTRIC POWER COMPANY NUCLEAR MANAGEMENT COMPANY, LLC DOCKET NO. 50-266 POINT BEACH NUCLEAR PLANT, UNIT 1 AMENDMENT TO RENEWED FACILITY OPERATING LICENSE Amendment No.

Renewed License No. DPR-24

1. The Nuclear Regulatory Commission (the Commission) has found that:

A. The application for amendment by Nuclear Management Company, LLC and the Wisconsin Electric Power Company (the licensees), dated January 26, 2007,as supplemented by letter dated July 11, 2007, complies with the standards and requirements of the Atomic Energy Act of 1954, as amended (the Act), and the Commission's rules and regulations set forth in 10 CFR Chapter I; B. The facility will operate in conformity with the application, the provisions of the Act, and the rules and regulations of the Commission; C. There is reasonable assurance (i) that the activities authorized by this amendment can be conducted without endangering the health and safety of the public, and (ii) that such activities will be conducted in compliance with the Commission's regulations; D. The issuance of this amendment will not be inimical to the common defense and security or to the health and safety of the public; and E. The issuance of this amendment is in accordance with 10 CFR Part 51 of the Commission's regulations and all applicable requirements have been satisfied.

2. Accordingly, the license is amended as indicated in the attachment to this license amendment.

3. This license amendment is effective as of the date of issuance and shall be implemented within 30 days of the date of issuance.

FOR THE NUCLEAR REGULATORY COMMISSION J. E. Dyer, Director Office of Nuclear Reactor Regulation

Attachment:

Changes to the Renewed Facility Operating License DPR-24 Date of issuance:

WISCONSIN ELECTRIC POWER COMPANY NUCLEAR MANAGEMENT COMPANY, LLC DOCKET NO. 50-301 POINT BEACH NUCLEAR PLANT, UNIT 2 AMENDMENT TO RENEWED FACILITY OPERATING LICENSE Amendment No.

Renewed License No. DPR-27

1. The Nuclear Regulatory Commission (the Commission) has found that:

A. The application for amendment by Nuclear Management Company, LLC and the Wisconsin Electric Power Company (the licensees), dated January 26, 2007, as supplemented by letter dated July 11, 2007, complies with the standards and requirements of the Atomic Energy Act of 1954, as amended (the Act), and the Commission's rules and regulations set forth in 10 CFR Chapter I; B. The facility will operate in conformity with the application, the provisions of the Act, and the rules and regulations of the Commission; C. There is reasonable assurance (i) that the activities authorized by this amendment can be conducted without endangering the health and safety of the public, and (ii) that such activities will be conducted in compliance with the Commission's regulations; D. The issuance of this amendment will not be inimical to the common defense and security or to the health and safety of the public; and E. The issuance of this amendment is in accordance with 10 CFR Part 51 of the Commission's regulations and all applicable requirements have been satisfied.

2. Accordingly, the license is amended as indicated in the attachment to this license amendment.

3. This license amendment is effective as of the date of issuance and shall be implemented within 30 days of the date of issuance.

FOR THE NUCLEAR REGULATORY COMMISSION J. E. Dyer, Director Office of Nuclear Reactor Regulation

Attachment:

Changes to the Renewed Facility Operating License DPR-27 Date of issuance:

ATTACHMENT TO LICENSE AMENDMENT NO.

FOR TRANSFER OF OPERATING AUTHORITY TO RENEWED FACILITY OPERATING LICENSE NO. DPR-24 AND LICENSE AMENDMENT NO.

TO RENEWED FACILITY OPERATING LICENSE NO. DPR-27 DOCKET NOS. 50-266 AND 50-301 Replace the following pages of the Renewed Facility Operating Licenses and Appendices A, B and C with the attached revised pages. The revised pages are identified by amendment number and contain marginal lines indicating the areas of change.

REMOVE INSERT Unit 1 License Pages 1-5 Unit 1 License Pages 1-5 Unit 2 License Pages 1-5 Unit 2 License Pages 1-5 Appendix A cover page Appendix A cover page Appendix B cover page Appendix B cover page Unit 1 Appendix C page C-1 Unit 1 Appendix C page C-1 Unit 2 Appendix C page C-1 Unit 2 Appendix C page C-1

ENCLOSURE 4-SAFETY EVALUATION NON-PROPRIETARY

SAFETY EVALUATION BY THE OFFICE OF NUCLEAR REACTOR REGULATION DIRECT TRANSFER OF LICENSES FROM NUCLEAR MANAGEMENT COMPANY, LLC AND WISCONSIN ELECTRIC POWER COMPANY TO FPL ENERGY POINT BEACH, LLC RENEWED LICENSES NOS. DPR-24 AND DPR-27 POINT BEACH NUCLEAR PLANT, UNITS 1 AND 2 DOCKET NOS. 50-266, 50-301, AND 72-005

1.0 INTRODUCTION

By application dated January 26, 2007, as supplemented by letter dated July 11, 2007, Nuclear Management Company, LLC (NMC), Wisconsin Electric Power Company (WEPCO), and FPL Energy Point Beach, LLC (FPLE Point Beach) (collectively the applicants) requested approval by the U.S. Nuclear Regulatory Commission (NRC), pursuant to Title 10 of the Code of Federal Regulations (10 CFR) Section 50.80, Transfer of Licenses, of direct license transfers in connection with the proposed direct transfer of WEPCOs 100 percent ownership interest in the Point Beach Nuclear Plant, Units 1 and 2 (Point Beach) to FPLE Point Beach, and the transfer by NMC of its operating authority. Transfer of the licenses will result in FPLE Point Beach being authorized pursuant to the general license provisions in 10 CFR 72.210 to store spent fuel at the independent spent fuel storage installation (ISFSI) at Point Beach. FPLE Point Beach will assume all of WEPCOs and NMCs obligations and commitments under the licenses for Point Beach and all NRC orders pertaining thereto. The proposed direct transfers will be the result of the execution of the Asset Sales Agreement signed by NMC, WEPCO, and FPLE Point Beach on December 19, 2006. Upon closing of the sale, ownership, control and operation of Point Beach would change from NMC and WEPCO to FPLE Point Beach.

In addition, the applicants, pursuant to 10 CFR 50.90, also requested approval of conforming amendments to Renewed Facility Operating Licenses DPR-24 and -27 necessary to delete references to NMC and WEPCO and to authorize FPLE Point Beach to possess, use, and operate Point Beach and related licensed materials under the same conditions and authorizations in the licenses.

Non-Proprietary Version

As a potential interim step towards the sale of Point Beach, WEPCO and FPLE Point Beach have signed an interim operating agreement that would permit WEPCO, at its option, and upon receipt of applicable regulatory approvals, to transfer operating authority, but not ownership, to FPLE Point Beach prior to the closing of the sale of Point Beach. Therefore, as part of this application, WEPCO, FPLE Point Beach, and NMC are also seeking the NRCs consent to permit the transfer of the operating authority for Point Beach from NMC to FPLE Point Beach prior to the closing of the sale, should WEPCO choose to exercise this approach. This interim transfer of the operating authority from NMC to FPLE Point Beach would not change the financial responsibilities or qualifications or the decommissioning funding status of WEPCO as the 100-percent owner of Point Beach.

2.0 BACKGROUND

Pursuant to Section 184 of the Atomic Energy Act of 1954, as amended (AEA), and 10 CFR 50.80, the application seeks the NRCs consent to the transfer by WEPCO of its ownership interests and NMC of its operating authority for Point Beach to FPLE Point Beach as both owner and operator. Point Beach is located about 30 miles southeast of Green Bay and about 90 miles north-northeast of Milwaukee in east central Manitowoc County, Wisconsin, on the west shore of Lake Michigan near Two Rivers, Wisconsin. Point Beach consists of two Westinghouse pressurized light-water moderated and cooled reactors originally designed to generate 1,518.5 megawatts thermal or approximately 523.8 megawatts electric. However, each unit has been uprated to 1540 megawatts thermal and approximately 538 megawatts electric.

The U.S. Atomic Energy Commission issued the construction permit for Unit 1 on July 19, 1967, and for Unit 2 on July 25, 1968. The operating licenses were issued by the Atomic Energy Commission on October 5, 1970, for Unit 1, and March 8, 1973, for Unit 2. The NRC issued the renewed operating licenses on December 22, 2005, for Unit 1 and Unit 2. Accordingly, the Unit 1 license will expire in 2030, and the Unit 2 license will expire in 2033.

FPLE Point Beach is a Wisconsin limited liability company created to acquire and operate Point Beach, and its principal place of business will be the State of Wisconsin. As a limited liability company, FPLE Point Beach has no directors or management committee. However, the January 26, 2007, application contains the names and addresses of the principal officers of FPLE Point Beach, all of whom are declared to be U.S. citizens.

FPLE Point Beach is a direct, wholly owned subsidiary of ESI Energy, LLC, which is a direct, wholly owned subsidiary of FPL Energy, LLC. FPL Energy, LLC is in turn a direct, wholly owned subsidiary of FPL Group Capital, which is a direct, wholly owned subsidiary of FPL Group Inc. FPL Group Inc. is a public utility holding company incorporated in 1984 under the laws of the State of Florida.

Nonproprietary Version

The application states that through its affiliates, Florida Power & Light Company and FPL Energy, LLC, FPL Group Inc. is a major producer of electric energy, with over 30,000 megawatt electric of generation capacity in operation in the United States. FPL Group Inc. has been in business for more than 20 years and has leveraged its expertise in generation to build a rapidly growing independent power producer business with facilities in operation, under construction, or in advanced stages of development in 26 States. FPL Group Inc. is a publicly traded company with shares trading on the New York Stock Exchange. Through its various subsidiaries, FPL Group Inc. owns or operates six nuclear power plants at four sites, which include the following:

1. St. Lucie Nuclear Power Plant, Units 1 and 2

2. Turkey Point Nuclear Plant, Units 3 and 4

3. Seabrook Station

4. Duane Arnold Energy Center

3.0 REGULATORY EVALUATION

The applicants request for approval of the direct transfer of the licenses for Point Beach discussed in this safety evaluation is made pursuant to 10 CFR 50.80. Specifically, 10 CFR 50.80(a) states, No license for a production or utilization facility, or any right thereunder, shall be transferred, assigned, or in any manner disposed of, either voluntarily or involuntarily, directly or indirectly, through transfer of control of the license to any person, unless the Commission shall give its consent in writing.

In addition, the requirements of 10 CFR 50.80(b) and (c) apply. As stated in 10 CFR 50.80(b),

an application for a license transfer shall include as much information described in 10 CFR 50.33, Contents of Applications; General Information, and 10 CFR 50.34, Contents of Applications; Technical Information, with respect to the identity and technical and financial qualifications of the proposed transferee as would be required by those sections if the application were for an initial license. In addition, 10 CFR 50.80(c) states that the Commission will approve the application for the transfer of a license, if the Commission determines: (1) that the proposed transferee is qualified to be the holder of the license; and (2) that transfer of the license is otherwise consistent with applicable provisions of law, regulations, and orders issued by the Commission pursuant thereto.

4.0 EVALUATIONS 4.1 Financial Qualifications As stated in 10 CFR 50.33(f), Except for an electric utility applicant for a license to operate a utilization facility of the type described in 10 CFR 50.21(b) or 10 CFR 50.22, [an application shall state] information sufficient to demonstrate to the Commission the financial qualifications of the applicant to carry out, in accordance with the regulations of this chapter, the activities for which the permit or license is sought.

Furthermore, 10 CFR 50.2, Definitions, states that an electric utility is any entity that generates or distributes electricity and which recovers the cost of this electricity, either directly or indirectly, through rates established by the entity itself or by a separate regulatory authority.

Nonproprietary Version

The NRC staff finds that FPLE Point Beach does not qualify as an electric utility, as defined in 10 CFR 50.2, because most of its electric revenue, used to recover costs, will not be set by a separate regulatory authority or by the entity itself. Thus, the staff has determined that FPLE Point Beach must meet the financial qualifications requirements for a nonelectric utility pursuant to 10 CFR 50.33(f). FPLE Point Beach, a nonelectric utility, is therefore subject to a full financial qualification review by the NRC. Because FPLE Point Beach is not an electric utility and is subject to a full review, it must provide information to demonstrate that it possesses or has reasonable assurance of obtaining the necessary funds to cover estimated operating costs for the period of the license. It must submit estimates for the total annual operating costs for each of the first 5 years of facility operations and indicate the source(s) of funds to cover these costs. In addition, because FPLE Point Beach is a newly formed entity, it must, pursuant to 10 CFR 50.33(f)(3), submit information that shows (1) the legal and financial relationship that FPLE Point Beach has or proposes to have with its stockholders or owners, (2) their financial ability to meet any contractual obligations to FPLE Point Beach which they have incurred or propose to incur, and (3) any other information considered necessary by the NRC staff to enable it to determine the applicants financial qualification.

This information will demonstrate how FPLE Point Beach will meet the requirements of 10 CFR 50.33(f). Also, 10 CFR 50.33(k)(1) requires that FPLE Point Beach provide information described in 10 CFR 50.75, Reporting and Recordkeeping for Decommissioning Planning, indicating how reasonable assurance will be provided that funds will be available to decommission the facility.

FPLE Point Beach submitted a projected income statement for the 5-year period from 2008 to 2012. The projected income statement is based on an assumed 92-percent annual capacity factor. According to the applicants, the revenues in the Projected Income Statement are based on FPLE Point Beachs sale of 100 percent of Point Beachs energy generation at prices established under a long-term power purchase agreement between WEPCO and FPLE Point Beach through 2030 for Unit 1 and through 2033 for Unit 2. Before closing the transaction, WEPCO has the option to elect a purchase power agreement term of 16 years for Unit 1 and 17 years for Unit 2. The staff reviewed FPLE Point Beachs estimated operating costs and assumptions underlying projected revenues, and found them to be reasonable.

Nonproprietary Version

The following is a summary of FPLE Point Beachs projected income statement.

FPL Energy Point Beach, LLC Summary of PROJECTED INCOME STATEMENT (In $ millions)

FY2008 FY2009 FY2010 FY2011 FY2012 TOTAL REVENUE: $[ ] $[ ] $[ ] $[ ] $[ ]

Total Operating Expense: $[ ] $[ ] $[ ] $[ ] $[ ]

Operating Income: $[ ] $[ ] $[ ] $[ ] $[ ]

Other Income/Expense Tax: $[ ] $[ ] $[ ] $[ ] $[ ]

NET INCOME AFTER TAX: $[ ] $[ ] $[ ] $[ ] $[ ]

The staff has chosen to test the sensitivity of the financial information in the above Projected Income Statement by analyzing a scenario that changes the assumptions for revenue. The staff notes that if prices per megawatt hour were to drop by an average of 10 percent, the effect on the 5-year net income stream is a drop from the projected average of $[ ]million per year to a possible $[ ]million per year. The NRC staff concludes that the impact on net income under this scenario will not affect FPLE Point Beachs ability to provide reasonable assurance of adequate funding to cover costs of operations over the five year period.

Furthermore, the applicants stated that, in order to provide added assurances that FPLE Point Beach will have sufficient funds available to meet its operating expenses for Point Beach, FPL Group Capital will, at the closing of the proposed sale and transfer of the licenses, enter into a support agreement with FPLE Point Beach to make funding of up to $70 million available to FPLE Point Beach. Under the terms of the support agreement, FPLE Point Beach will have the right to obtain such funds from FPL Group Capital to the extent FPLE Point Beach determines necessary to pay the expenses to safely operate and maintain Point Beach. This funding may also be available to meet any obligations associated with nuclear liability premiums, including FPLE Point Beachs share of retrospective premiums pursuant to 10 CFR 140.21, Licensee Guarantees of Deferred Premiums. The applicants state that the support agreement will not terminate until Point Beach permanently ceases commercial operations and may not be modified or amended without 30 days prior written notice to the NRC. The format of the agreement is consistent with other agreements the staff has reviewed and found acceptable.

The application states that FPL Group Capital has senior unsecured debt ratings of A- and A2" by Standard & Poors and Moodys, respectively. In addition, according to the application, FPL Group Capital, as a wholly owned subsidiary of FPL Group Inc., benefits from the financial strength of FPL Group Inc. FPL Group Inc. has a corporate credit rating of A by Standard &

Poors. As stated in the application, through its wholly owned subsidiaries, FPL Group Inc.

serves more than 4 million electric customers in Florida and produces more than 30,000 megawatt electric by operating fossil, hydroelectric, and nuclear units. As of December 31, 2005, FPL Group Inc. reported assets exceeding $33 billion and recorded annual revenues in excess of $11 billion.

Nonproprietary Version

According to the application, FPL Group Inc. has been in business for more than 20 years and has leveraged its expertise in generation to build a rapidly growing independent power producer business with facilities in operation, construction, or advanced stages of development in 26 states. FPL Group Inc. is a publicly traded company with shares trading on the New York Stock Exchange.

The Staff determined that based on FPL Group Capital debt ratings of A- and A2" and FPL Group Capital being a wholly owned subsidiary of FPL Group Inc., that FPL Group Capital has sufficient resources to provide the funding for the support agreement.

The staff considers the added financial assurance provided by the support agreement, in light of FPLE Point Beachs newly-formed status, significant to FPLE Point Beachs financial qualifications. Therefore, the order approving the transfer and the licenses shall contain the following condition:

FPLE Point Beach shall take no actions to cause FPLE Group Capital, or its successors and assigns, to void, cancel, or modify its $70 million Support Agreement (Agreement) to FPLE Point Beach, as presented in the application, or cause it to fail to perform or impair its performance under the Agreement, without prior written consent from the NRC. The Agreement may not be amended or modified without 30 days prior written notice to the Director of the Office of Nuclear Reactor Regulation or his designee. An executed copy of the Agreement shall be submitted to the NRC no later than 30 days after the completion of the license transfers. Also, FPLE Point Beach shall inform the NRC in writing anytime it draws upon the $70 million Agreement.

Based on its review, the staff finds that FPLE Point Beach has demonstrated reasonable assurance of obtaining necessary funds to cover the estimated operation costs for the period of the licenses. Accordingly, the NRC staff has determined that FPLE Point Beach has met the financial qualifications requirements for a nonelectric utility pursuant to 10 CFR 50.33(f), and is financially qualified to hold the licenses for Point Beach.

As a potential interim step to the sale of Point Beach, WEPCO and FPLE Point Beach have also signed an interim operating agreement that would permit WEPCO, at its option (and upon receipt of all applicable regulatory approvals), to transfer operating authority to FPLE Point Beach prior to the closing of the sale and license transfer authorizing the change in ownership.

During this potential interim step, WEPCO would remain as the owner of Point Beach and continue to be responsible for funding the safe operations, maintenance, and decommissioning for Point Beach as it is now. To the extent that the interim operating agreement places any responsibility on FPLE Point Beach to pay costs ultimately the responsibility of WEPCO and subject to reimbursement by WEPCO, the staff finds FPLE Point Beach financially qualified given WEPCOs status as an electric utility under 10 CFR 50.2.

Nonproprietary Version

4.2 Decommissioning Funding Assurance The NRC has determined that the requirements to provide reasonable assurance of decommissioning funding are necessary to ensure the adequate protection of public health and safety. The regulation at 10 CFR 50.33(k) requires that an application for an operating license for a utilization facility contain information to demonstrate how reasonable assurance will be provided and that funds will be available to decommission the facility. The acceptable methods for providing financial assurance for decommissioning are specified in 10 CFR 50.75(e)(1).

As stated by the applicants, FPLE Point Beach will assume responsibility for eventually decommissioning Point Beach. FPLE Point Beach will receive an amount at least equal to the NRC minimum decommissioning funding amount from the WEPCO qualified fund, upon closing of the transaction, which will be placed in an external trust fund maintained by FPLE Point Beach. Depending upon action by the Internal Revenue Service (IRS), in response to a private letter ruling request and other regulatory actions, WEPCO may transfer more than the NRC minimum decommissioning funding amount, up to the entire qualified fund balance, currently estimated to be $563 million, at the closing of the sale and transfer of the licenses. These funds will be held in an external trust fund segregated from FPLE Point Beach assets and outside of FPLE Point Beachs administrative control. Investment of the funds will be managed in accordance with applicable requirements in 10 CFR 50.75(h)(1).

The staff has performed independent calculations of the minimum amount of funds necessary to meet 10 CFR 50.75 requirements at the projected time of closing of the license transfers.

Based on these independent calculations, and to ensure that sufficient funds are available for decommissioning, the order approving the transfer of the licenses and the licenses shall contain the following condition:

At the time of the closing of the transfer of licenses from Wisconsin Electric Power Company (WEPCO) to FPLE Point Beach, WEPCO shall transfer to FPLE Point Beach WEPCOs decommissioning funds in an aggregate minimum value of $200.8 million for Point Beach Unit 1 and $189.2 million for Point Beach Unit 2. FPLE Point Beach shall deposit such funds in an external decommissioning trust fund established by FPLE Point Beach for Point Beach Units 1 and 2. The trust agreement shall be in a form acceptable to the NRC.

4.3 Antitrust Review The AEA does not require or authorize antitrust reviews of postoperating license transfer applications. Kansas Gas and Electric Co., et al. (Wolf Creek Generating Station, Unit 1), CLI-99-19, 49 NRC 441 (June 18, 1999). The application here postdates the issuance of the operating licenses for units under consideration, and therefore, no antitrust review is required or authorized. The NRC staff notes that there are no existing antitrust license conditions in the subject licenses. Accordingly, there are no antitrust-related issues to resolve with respect to proposed conforming license amendments.

Nonproprietary Version

4.4 Foreign Ownership, Control, or Domination Sections 103d and 104d of the AEA prohibit the NRC from issuing a license for a nuclear power plant to any corporation or other entity if the Commission knows or has reason to believe it is owned, controlled, or dominated by an alien, a foreign corporation, or a foreign government.

The NRCs regulation, 10 CFR 50.38, Ineligibility of Certain Applicants, contains language to implement this prohibition. According to the application, FPLE Point Beach is not owned, controlled, or dominated by an alien, a foreign corporation, or a foreign government. The staff is not aware of any information indicating that FPLE Point Beachs direct or indirect parent companies are owned, controlled or dominated by foreign interests. In seeking to become the licensed owner and operator of Point Beach, FPLE Point Beach is not acting as an agent or a representative of another entity.

As a limited liability company, FPLE Point Beach has no directors or management committee; however, all of the principal officers are U.S. citizens and are expected to remain so after the proposed sale.

In light of the above, the NRC staff does not know or have reason to believe that FPLE Point Beach will be owned, controlled, or dominated by an alien, a foreign corporation, or a foreign government.

4.5 Nuclear Insurance and Indemnity The provisions of the Price-Anderson Act (Section 170 of the AEA) and the Commissions regulations at 10 CFR Part 140, Financial Protection Requirements and Indemnity Agreements, require that the current indemnity agreement be modified to reflect FPLE Point Beach as the new licensee of Point Beach.

In accordance with the Price-Anderson Act, FPLE Point Beach will be required to provide primary insurance and participate in the secondary retrospective insurance pool. It will also be required to maintain property insurance as specified in 10 CFR 50.54(w). Information provided in the application demonstrates that FPLE Point Beach will be able to satisfy the applicable insurance requirements of the NRC and the Price-Anderson Act.

Consistent with NRC practice, the NRC staff will require FPLE Point Beach to provide satisfactory documentary evidence that it has obtained the appropriate amount of insurance required of a licensee under 10 CFR Part 140 prior to the issuance of the amended licenses.

Because the issuance of the amended licenses are directly tied to completion of the proposed direct license transfers, the order approving the transfers will be conditioned as follows:

Prior to completion of the transfer of the licenses, FPLE Point Beach shall provide the Director of the Office of Nuclear Reactor Regulation satisfactory documentary evidence that it has obtained the appropriate amount of insurance required of a licensee under 10 CFR Part 140 of the Commissions regulations.

Nonproprietary Version

4.6 Technical Qualifications The purpose of the technical qualifications evaluation is to ensure that the proposed corporate management is involved with, informed of, and dedicated to the safe operation of the plant and that sufficient, qualified technical resources will be provided to support safe plant operation and maintenance, as well as to evaluate proposed changes to the operating organization that may occur as a result of the license transfer.

The staff used the following regulations and guidance during the technical qualification evaluation10 CFR 50.40(b), Common Standards, 10 CFR 50.80, Transfer of Licenses, and Sections 13.1.1, Management and Technical Support Organization, and 13.1.2-13.1.3, Operating Organization, of NUREG-0800, Standard Review Plan for the Review of Safety Analysis Reports for Nuclear Power Plants (hereafter referred to as the SRP).

The staff notes that in the January 26, 2007, submittal, the applicants stated, [t]his application does not request approval of any physical changes in Point Beach or any changes to the conduct of operations. After transfer of the license, Point Beach will continue to be operated and maintained in accordance with Point Beach's current licensing bases. The applicants further emphasized that there will be no changes in the day-to-day operation of the facility.

4.6.1 Management and Technical Support Organization The NRC staff reviewed the applicants submittal to determine the acceptability of the proposed corporate management and technical support organization. The staff evaluated the submittal using the applicable acceptance criteria contained in SRP Section 13.1.1.

According to the application, the Point Beach on-site nuclear organization will report operationally through the Site Vice President to William E. Webster, Jr., Vice President of Operations, Florida Power and Light Company (FP&L) and will report directly to J. A. Stall, who is FP&L and FPL Energys Senior Vice President, Nuclear and Chief Nuclear Officer. As Chief Nuclear Officer, Mr. Stall is responsible for all nuclear activities at FPL Group, including the safe operation and maintenance of the St. Lucie Nuclear Plant, Units 1 and 2, the Turkey Point Nuclear Plant, Units 3 and 4, Seabrook Station and Duane Arnold Energy Center. The Site Vice Presidents at each licensed facility are subject to Mr. Stalls oversight and direction with respect to licensed activities at the facility. Mr. Stall has been in this position since 2001.

Mr. Stall is also Senior Vice President of FPLE Point Beach. Mr. Stall is a career nuclear professional with 30 years of nuclear operating experience. Prior to joining FP&L in 1996 as the Site Vice President at the St. Lucie Nuclear Plant, he spent 19 years with Virginia Power Company at the North Anna Nuclear Plant. Mr. Stall was also Vice President, Nuclear Engineering at FP&L from 2000 to 2001.

In addition, as stated in the application, FPLE Point Beach will join FPL Energy Seabrook, LLC and FPL Energy Duane Arnold, LLC as a direct, wholly owned subsidiary of ESI Energy, LLC, which is a direct, wholly owned subsidiary of FPL Energy, LLC. This transaction will enable FPLE Point Beach to utilize the existing Florida Power & Light Company, FPL Energy Seabrook, LLC, and FPL Energy Duane Arnold, LLC nuclear fleet resources and expertise in the operation of Point Beach. The applicants also indicated that FPLE Point Beach will have access to FPLE Seabrook and FPLE Duane Arnold for the use of additional extensive experience and technical capabilities.

Nonproprietary Version

Based on the applicants submittal, the applicants have shown and described their organization for managing and their means for providing technical support to the Point Beach staff. The NRC staff concludes that the proposed FPLE Point Beach organization for managing and its means of providing technical support for the continued operation of Point Beach under both normal and off-normal conditions are in accordance with SRP Section 13.1.1.

4.6.2 Operating Organization The staff reviewed the applicants submittal to determine the acceptability of the FPLE Point Beach operating organization and to evaluate changes to the operating organization proposed as a result of the license transfer. The initial Point Beach operating organization was determined to be acceptable by the initial licensing review. Subsequent safety-related changes to the operating organization were required to have been evaluated with an appropriate methodology. Therefore, the existing operating organization remains acceptable. The staffs review focused on evaluating any changes to the operating organization proposed as a result of the transfer. The staff evaluated the applicants submittal using the applicable acceptance criteria contained in SRP Section 13.1.2-13.1.3.

In their submittal dated January 26, 2007, the applicants stated that, FPLE Point Beach will make offers of employment with comparable compensation and benefits to employees of NMC and WEPCO who are employed at Point Beach, or whose work responsibilities involve principally the operation of any Point Beach assets. Thus, substantially all of Point Beachs plant staff and on-site operating organization, as well as off-site employees involved principally in Point Beach operation, are expected to become FPLE Point Beach employees after the transfer of the Licenses. Therefore, the technical qualifications of the organization operating Point Beach will be essentially unaffected.

In addressing Point Beachs onsite organization, the applicants state that, [t]he on-site organization and plant staff, including senior managers, will remain essentially unchanged by the transfer. Similarly, other than possible realignment of administrative and support services (such as accounting, business services, and information technology), the organizational structure of the on-site organization, including lines of authority and communication, is not expected to be changed by the transfer. Certain offsite support services currently being performed by NMC will be assumed by FPLE Point Beach. If FPLE Point Beach determines that any other senior management changes will be made contemporaneously with the transfer, FPLE Point Beach will ensure that the new individuals meet all existing qualification requirements and will inform the NRC and provide the NRC with their resumes prior to the transfer of the Licenses.

Since substantially all of the operating organization and personnel now responsible for the operation and maintenance of Point Beach will be transferred to FPLE Point Beach, the staff concludes that FPLE Point Beachs onsite organization established to operate and maintain Point Beach under both normal and off-normal conditions is in accordance with SRP Section 13.1.2-13.1.3.

Nonproprietary Version

In summary, the applicants have described the FPLE Point Beach corporate-level management and technical support organization and the onsite operating organization that will be responsible for the operation and maintenance of Point Beach after the transfer of licensed operating authority to FPLE Point Beach. The staff concludes that FPLE Point Beach will have an acceptable corporate organization, onsite organization, and adequate resources to provide technical support for the safe operation of the plants under both normal and off-normal conditions after the transfer of licensed operating authority from NMC to FPLE Point Beach.

The application adequately addresses the relevant requirements of 10 CFR 50.40(b) and 10 CFR 50.80.

Accordingly, in light of the foregoing evaluation, the NRC staff concludes that FPLE Point Beach will be technically qualified to hold the operating authority under the Point Beach licenses.

5.0 CONFORMING AMENDMENTS 5.1 Introduction The application requested approval of the proposed conforming amendments to Renewed Facility Operating Licenses Nos. DPR-24 and DPR-27, to reflect the transfer of ownership and operational authority of Point Beach. No physical or operating changes to the facility were requested.

5.2 Discussion The changes to be made to the licenses to reflect the transfer of ownership and operating authority are indicated in the conforming amendments in Enclosure 2 to the cover letter forwarding the NRC staffs order regarding the subject transfer. The proposed changes to the renewed facility operating licenses for Point Beach identify FPLE Point Beach as the operator and the new owner of the facility and make minor changes that support the transfer of the licenses.

The changes to be made to the licenses to reflect transfer of operating authority only, should that option be utilized, are indicated in the conforming amendments in Enclosure 3 to the cover letter forwarding the NRC staffs order regarding the subject transfers. The proposed changes to the renewed facility operating licenses for Point Beach identify FPLE Point Beach as the operator of the facility and make minor changes that support the transfers of the licenses. If the option is not chosen, the amendments will be null and void.

No physical modifications are being made to plant systems or components nor are any significant changes in day-to-day operation of the units being made. Accordingly, the proposed amendments (both transfer of ownership and operational authority and transfer of operational authority) are acceptable.

5.3 State Consultation In accordance with the Commissions regulations, the Wisconsin State official was notified of the proposed issuance of the amendments. The State official had no comments.

Nonproprietary Version

5.4 Conclusion with Respect to the Conforming Amendments The Commission has concluded, based on the considerations discussed above, that (1) there is reasonable assurance that the health and safety of the public will not be endangered by operation in the proposed manner, (2) such activities will be conducted in compliance with the Commissions regulations, and (3) the issuance of the amendments will not be inimical to the common defense and security or to the health and safety of the public.

6.0 ENVIRONMENTAL CONSIDERATION

The subject application is for approval of a transfer of licenses issued by the NRC and approval of conforming amendments. Accordingly, the actions involved meet the eligibility criteria for categorical exclusion set forth in 10 CFR 51.22(c)(21). Pursuant to 10 CFR 51.22(b), no environmental impact statement or environmental assessment need be prepared in connection with approval of the application.

7.0 CONCLUSION

In view of the foregoing, the NRC staff finds that, subject to the conditions discussed herein, FPLE Point Beach is qualified to be the holder of the licenses for Point Beach, to the extent proposed in the application, and that the direct transfer of the licenses is otherwise consistent with applicable provisions of law, regulations, and orders issued by the Commission pursuant thereto.

Principal Contributors: M. Dusaniwskyj G. Armstrong J. Cushing Date: July 31, 2007 Nonproprietary Version