ML14358A253: 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)
Line 16: Line 16:


=Text=
=Text=
{{#Wiki_filter:DUKE Ernest J Kapopoulos, Jr.526 South Church StreetENERGY, Charotte, NC 28202Mailing Address:Mail Code EC07H /P.O. Box 1006Charlotte, NC 28201-1006704-382-8162704-382-6056 fax10 CFR 50.80Serial: RA-14-0029 10 CFR 50.90December 22, 2014U.S. Nuclear Regulatory CommissionATTN: Document Control DeskWashington, DC 20555-0001BRUNSWICK STEAM ELECTRIC PLANT, UNIT NOS. 1 AND 2DOCKET NOS. 50-325 AND 50-324 / RENEWED LICENSE NOS. DPR-71 AND DPR-62SHEARON HARRIS NUCLEAR POWER PLANT, UNIT NO. 1DOCKET NO. 50-400 / RENEWED LICENSE NO. NPF-63
{{#Wiki_filter:DUKE Ernest J Kapopoulos, Jr.526 South Church StreetENERGY, Charotte, NC 28202Mailing Address:Mail Code EC07H /P.O. Box 1006Charlotte, NC 28201-1006 704-382-8162 704-382-6056 fax10 CFR 50.80Serial: RA-14-0029 10 CFR 50.90December 22, 2014U.S. Nuclear Regulatory Commission ATTN: Document Control DeskWashington, DC 20555-0001 BRUNSWICK STEAM ELECTRIC PLANT, UNIT NOS. 1 AND 2DOCKET NOS. 50-325 AND 50-324 / RENEWED LICENSE NOS. DPR-71 AND DPR-62SHEARON HARRIS NUCLEAR POWER PLANT, UNIT NO. 1DOCKET NO. 50-400 / RENEWED LICENSE NO. NPF-63


==SUBJECT:==
==SUBJECT:==
Application for Order Approving Transfer of Control of License and forConforming License Amendment Pursuant to 10 CFR 50.80 and 10 CFR50.90
Application for Order Approving Transfer of Control of License and forConforming License Amendment Pursuant to 10 CFR 50.80 and 10 CFR50.90


==REFERENCES:==
==REFERENCES:==
: 1. Duke Energy Progress, Inc. (2014). Asset Purchase Agreement by and between DukeEnergy Progress, Inc., and North Carolina Eastern Municipal Power Agency, datedSeptember 5, 2014.In accordance with 10 CFR 50.80, Duke Energy Progress, Inc. (Duke Energy), and NorthCarolina Eastern Municipal Power Agency (NCEMPA), hereby submit a request for NRCconsent to the transfer to Duke Energy of the interests currently held by NCEMPA in RenewedOperating License Nos. DPR-71 and DPR-62 for the Brunswick Steam Electric Plant Unit Nos. 1and 2 (BSEP) and Renewed Operating License No. NPF-63 for the Shearon Harris NuclearPower Plant Unit No. 1 (SHNPP). The transfer of ownership will take place pursuant to theAsset Purchase Agreement, dated September 5, 2014, wherein Duke Energy will purchase,among other assets owned by NCEMPA, NCEMPA's 18.33% ownership interest in BSEP UnitNo. 1, its 18.33% ownership interest in BSEP Unit No. 2, and its 16.17% ownership interest inSHNPP Unit No. 1, leaving Duke Energy as the sole licensee for both BSEP and SHNPP.Pursuant to 10 CFR 50.90, Duke Energy also requests NRC approval of administrativeamendments to each of the Renewed Facility Operating Licenses (FOLs) to reflect the proposedtransfers to be issued and made effective at the time the transfers occur. The followingcommitment is made: Duke Energy will notify the NRC when the closing of the acquisition andtransfer will occur.Enclosure 1 provides the Application including the proposed changes. Marked up facilityoperating license pages for the administrative changes proposed in this submittal are includedAcol U.S. Nuclear Regulatory CommissionRA-14-0029Page 2in Enclosure 1, Attachments 1 and 2. Enclosure 2 provides a copy of the Asset PurchaseAgreement listed in Reference 1, above.As described in the enclosed Application, Duke Energy will continue to be an electric utility asdefined by the NRC, and regulated by the Federal Energy Regulatory Commission, the NorthCarolina Utilities Commission, and the Public Service Commission of South Carolina. DukeEnergy will remain subject to cost-of-service ratemaking. As operating licensee, Duke Energywill also continue to be responsible for the safe and economic operation of the units. Nophysical changes to the units will be made as a result of the license transfers; nor will anysubstantive changes to the management of the nuclear units, day-to-day operations, currentlicensing bases or operating procedures be made as a result of the requested license transfers.Additional information pertaining to the proposed license transfers and administrative licenseamendments is included in the enclosed Application and supporting enclosures. As thisinformation demonstrates, the purchase of NCEMPA's undivided ownership interests in BSEPUnits 1 and 2 and SHNPP Unit 1 by Duke Energy, and the related license transfers, will not(1) adversely impact the operation of the BSEP or SHNPP units; (2) adversely impact themanagerial or technical qualifications of the operating licensee; (3) adversely impact thefinancial qualifications of the licensee or the existing assurance of adequate decommissioningfunding for the units; or (4) result in foreign ownership, control or domination over the licensee.The requested conforming license amendments are administrative in nature and fall within theNRC's generic finding of no significant hazards considerations under 10 CFR 2.1315(a).Information supporting categorical exclusion from environmental review under 10 CFR51.22(c)(21) is also provided.In addition to NRC approval, the proposed transactions are contingent upon, among otherthings, the approvals of the North Carolina Utilities Commission and the Public ServiceCommission of South Carolina. The Federal Energy Regulatory Commission approved theproposed transactions on December 9, 2014.To support a timely closing, the Applicants respectfully request NRC approval of this applicationno later than June 30, 2015. Additional information in support of this requested approval date iscontained in the attached Application.In accordance with Duke Energy internal procedures and the Quality Assurance ProgramTopical Report, the proposed license amendments have been reviewed and approved by theBSEP Plant Nuclear Safety Committee (PNSC) and SHNPP PNSC.In accordance with 10 CFR 50.91, Duke Energy is notifying the States of North Carolina andSouth Carolina of this license amendment request by transmitting a copy of this letter andenclosures to the designated State Officials. Should you have any questions concerning thisletter, or require additional information, please contact Julie Olivier, Manager -Nuclear FleetLicensing, at 980-373-4045.
: 1. Duke Energy Progress, Inc. (2014). Asset Purchase Agreement by and between DukeEnergy Progress, Inc., and North Carolina Eastern Municipal Power Agency, datedSeptember 5, 2014.In accordance with 10 CFR 50.80, Duke Energy Progress, Inc. (Duke Energy),
U.S. Nuclear Regulatory CommissionRA-1 4-0029Page 3I declare under penalty of perjury that the foregoing is true and correct. Executed onDecember 22, 2014.Sincerely,Ernest J. Kapopoulos, Jr.Vice President -Corporate Governance and Operations SupportJLV/NDE
and NorthCarolina Eastern Municipal Power Agency (NCEMPA),
hereby submit a request for NRCconsent to the transfer to Duke Energy of the interests currently held by NCEMPA in RenewedOperating License Nos. DPR-71 and DPR-62 for the Brunswick Steam Electric Plant Unit Nos. 1and 2 (BSEP) and Renewed Operating License No. NPF-63 for the Shearon Harris NuclearPower Plant Unit No. 1 (SHNPP).
The transfer of ownership will take place pursuant to theAsset Purchase Agreement, dated September 5, 2014, wherein Duke Energy will purchase, among other assets owned by NCEMPA, NCEMPA's 18.33% ownership interest in BSEP UnitNo. 1, its 18.33% ownership interest in BSEP Unit No. 2, and its 16.17% ownership interest inSHNPP Unit No. 1, leaving Duke Energy as the sole licensee for both BSEP and SHNPP.Pursuant to 10 CFR 50.90, Duke Energy also requests NRC approval of administrative amendments to each of the Renewed Facility Operating Licenses (FOLs) to reflect the proposedtransfers to be issued and made effective at the time the transfers occur. The following commitment is made: Duke Energy will notify the NRC when the closing of the acquisition andtransfer will occur.Enclosure 1 provides the Application including the proposed changes.
Marked up facilityoperating license pages for the administrative changes proposed in this submittal are includedAcol U.S. Nuclear Regulatory Commission RA-14-0029 Page 2in Enclosure 1, Attachments 1 and 2. Enclosure 2 provides a copy of the Asset PurchaseAgreement listed in Reference 1, above.As described in the enclosed Application, Duke Energy will continue to be an electric utility asdefined by the NRC, and regulated by the Federal Energy Regulatory Commission, the NorthCarolina Utilities Commission, and the Public Service Commission of South Carolina.
DukeEnergy will remain subject to cost-of-service ratemaking.
As operating  
: licensee, Duke Energywill also continue to be responsible for the safe and economic operation of the units. Nophysical changes to the units will be made as a result of the license transfers; nor will anysubstantive changes to the management of the nuclear units, day-to-day operations, currentlicensing bases or operating procedures be made as a result of the requested license transfers.
Additional information pertaining to the proposed license transfers and administrative licenseamendments is included in the enclosed Application and supporting enclosures.
As thisinformation demonstrates, the purchase of NCEMPA's undivided ownership interests in BSEPUnits 1 and 2 and SHNPP Unit 1 by Duke Energy, and the related license transfers, will not(1) adversely impact the operation of the BSEP or SHNPP units; (2) adversely impact themanagerial or technical qualifications of the operating licensee; (3) adversely impact thefinancial qualifications of the licensee or the existing assurance of adequate decommissioning funding for the units; or (4) result in foreign ownership, control or domination over the licensee.
The requested conforming license amendments are administrative in nature and fall within theNRC's generic finding of no significant hazards considerations under 10 CFR 2.1315(a).
Information supporting categorical exclusion from environmental review under 10 CFR51.22(c)(21) is also provided.
In addition to NRC approval, the proposed transactions are contingent upon, among otherthings, the approvals of the North Carolina Utilities Commission and the Public ServiceCommission of South Carolina.
The Federal Energy Regulatory Commission approved theproposed transactions on December 9, 2014.To support a timely closing, the Applicants respectfully request NRC approval of this application no later than June 30, 2015. Additional information in support of this requested approval date iscontained in the attached Application.
In accordance with Duke Energy internal procedures and the Quality Assurance ProgramTopical Report, the proposed license amendments have been reviewed and approved by theBSEP Plant Nuclear Safety Committee (PNSC) and SHNPP PNSC.In accordance with 10 CFR 50.91, Duke Energy is notifying the States of North Carolina andSouth Carolina of this license amendment request by transmitting a copy of this letter andenclosures to the designated State Officials.
Should you have any questions concerning thisletter, or require additional information, please contact Julie Olivier, Manager -Nuclear FleetLicensing, at 980-373-4045.
U.S. Nuclear Regulatory Commission RA-1 4-0029Page 3I declare under penalty of perjury that the foregoing is true and correct.
Executed onDecember 22, 2014.Sincerely, Ernest J. Kapopoulos, Jr.Vice President  
-Corporate Governance and Operations SupportJLV/NDE


==Enclosures:==
==Enclosures:==
: 1. Application for Consent to the Transfer of Control of License and Conforming LicenseAmendmentAttachment 1. Brunswick Steam Electric Plant, Marked Changes to CurrentRenewed Facility Operating Licenses DPR-71 and DPR-62Attachment 2. Shearon Harris Nuclear Power Plant, Marked Changes toCurrent Facility Operating License NPF-632. Asset Purchase Agreement by and between Duke Energy Progress, Inc., and NorthCarolina Eastern Municipal Power Agency U.S. Nuclear Regulatory CommissionRA-14-0029Page 4cc: USNRC Region IIUSNRC Resident Inspector -SHNPPUSNRC Resident Inspector -BSEPAndrew L. Hon, NRR Project Manager -BSEPMartha C. Barillas, NRR Project Manager -SHNPPW. L. Cox, Ill, Chief, North Carolina Department of Health and Human Services, RPSection (NC)S. E. Jenkins, Manager, Radioactive and Infectious Waste Management (SC)Chairman, North Carolina Utilities Commission U.S. Nuclear Regulatory CommissionRA- 14-0029Page 5bcc: Chris NolanJulie OlivierJoe FriscoLara NicholsDavid CummingsFile: (Corporate)Electronic Licensing Library (ELL)Randy GideonLee GrzeckBill Murray (For BSEP Licensing/Nuclear Records Files)Ben WaldrepDave CorlettCindy Hereford (For SHNPP Licensing/Nuclear Records Files)   toRA-14-0029Page 1 of 11Enclosure 1Application for Consent to the Transfer of Control of License and Conforming LicenseAmendment
: 1. Application for Consent to the Transfer of Control of License and Conforming LicenseAmendment Attachment
: 1. Brunswick Steam Electric Plant, Marked Changes to CurrentRenewed Facility Operating Licenses DPR-71 and DPR-62Attachment  
: 2. Shearon Harris Nuclear Power Plant, Marked Changes toCurrent Facility Operating License NPF-632. Asset Purchase Agreement by and between Duke Energy Progress, Inc., and NorthCarolina Eastern Municipal Power Agency U.S. Nuclear Regulatory Commission RA-14-0029 Page 4cc: USNRC Region IIUSNRC Resident Inspector  
-SHNPPUSNRC Resident Inspector  
-BSEPAndrew L. Hon, NRR Project Manager -BSEPMartha C. Barillas, NRR Project Manager -SHNPPW. L. Cox, Ill, Chief, North Carolina Department of Health and Human Services, RPSection (NC)S. E. Jenkins,  
: Manager, Radioactive and Infectious Waste Management (SC)Chairman, North Carolina Utilities Commission U.S. Nuclear Regulatory Commission RA- 14-0029Page 5bcc: Chris NolanJulie OlivierJoe FriscoLara NicholsDavid CummingsFile: (Corporate)
Electronic Licensing Library (ELL)Randy GideonLee GrzeckBill Murray (For BSEP Licensing/Nuclear Records Files)Ben WaldrepDave CorlettCindy Hereford (For SHNPP Licensing/Nuclear Records Files)
Enclosure 1 toRA-14-0029 Page 1 of 11Enclosure 1Application for Consent to the Transfer of Control of License and Conforming LicenseAmendment


==Subject:==
==Subject:==
Evaluation
 
Evaluation of the Proposed ChangeI. Background and RequestI1. Statement of Purpose of the License Transfer and Description of the Transaction Makingthe License Transfer Necessary or Desirable Ill. General Corporate Information Regarding Duke EnergyIV. Foreign Ownership and ControlV. Technical Qualifications VI. Financial Qualifications of Duke EnergyVII. Regulatory Evaluation VII. a. Applicable Regulatory Requirements/Criteria VII. b. Significant Hazards Consideration VII. c. Conclusions VIII. Environmental Considerations IX. Price Anderson Indemnity and Nuclear Insurance X. Restricted DataXI. Other Regulatory Approvals XII. Schedule and Effective DatesXIII. References Attachments:
: 1. Brunswick Steam Electric Plant, Marked Changes to Current Renewed FacilityOperating Licenses DPR-71 and DPR-622. Shearon Harris Nuclear Power Plant, Marked


==SUBJECT:==
==SUBJECT:==
Application for Order Approving Transfer of Control of License and forConforming License Amendment Pursuant to 10 CFR 50.80 and 10 CFR50.90
Application for Order Approving Transfer of Control of License and forConforming License Amendment Pursuant to 10 CFR 50.80 and 10 CFR50.90


==REFERENCES:==
==REFERENCES:==
: 1. Duke Energy Progress, Inc. (2014). Asset Purchase Agreement by and between DukeEnergy Progress, Inc., and North Carolina Eastern Municipal Power Agency, datedSeptember 5, 2014.In accordance with 10 CFR 50.80, Duke Energy Progress, Inc. (Duke Energy), and NorthCarolina Eastern Municipal Power Agency (NCEMPA), hereby submit a request for NRCconsent to the transfer to Duke Energy of the interests currently held by NCEMPA in RenewedOperating License Nos. DPR-71 and DPR-62 for the Brunswick Steam Electric Plant Unit Nos. 1and 2 (BSEP) and Renewed Operating License No. NPF-63 for the Shearon Harris NuclearPower Plant Unit No. 1 (SHNPP). The transfer of ownership will take place pursuant to theAsset Purchase Agreement, dated September 5, 2014, wherein Duke Energy will purchase,among other assets owned by NCEMPA, NCEMPA's 18.33% ownership interest in BSEP UnitNo. 1, its 18.33% ownership interest in BSEP Unit No. 2, and its 16.17% ownership interest inSHNPP Unit No. 1, leaving Duke Energy as the sole licensee for both BSEP and SHNPP.Pursuant to 10 CFR 50.90, Duke Energy also requests NRC approval of administrativeamendments to each of the Renewed Facility Operating Licenses (FOLs) to reflect the proposedtransfers to be issued and made effective at the time the transfers occur. The followingcommitment is made: Duke Energy will notify the NRC when the closing of the acquisition andtransfer will occur.Enclosure 1 provides the Application including the proposed changes. Marked up facilityoperating license pages for the administrative changes proposed in this submittal are includedAcol U.S. Nuclear Regulatory CommissionRA-14-0029Page 2in Enclosure 1, Attachments 1 and 2. Enclosure 2 provides a copy of the Asset PurchaseAgreement listed in Reference 1, above.As described in the enclosed Application, Duke Energy will continue to be an electric utility asdefined by the NRC, and regulated by the Federal Energy Regulatory Commission, the NorthCarolina Utilities Commission, and the Public Service Commission of South Carolina. DukeEnergy will remain subject to cost-of-service ratemaking. As operating licensee, Duke Energywill also continue to be responsible for the safe and economic operation of the units. Nophysical changes to the units will be made as a result of the license transfers; nor will anysubstantive changes to the management of the nuclear units, day-to-day operations, currentlicensing bases or operating procedures be made as a result of the requested license transfers.Additional information pertaining to the proposed license transfers and administrative licenseamendments is included in the enclosed Application and supporting enclosures. As thisinformation demonstrates, the purchase of NCEMPA's undivided ownership interests in BSEPUnits 1 and 2 and SHNPP Unit 1 by Duke Energy, and the related license transfers, will not(1) adversely impact the operation of the BSEP or SHNPP units; (2) adversely impact themanagerial or technical qualifications of the operating licensee; (3) adversely impact thefinancial qualifications of the licensee or the existing assurance of adequate decommissioningfunding for the units; or (4) result in foreign ownership, control or domination over the licensee.The requested conforming license amendments are administrative in nature and fall within theNRC's generic finding of no significant hazards considerations under 10 CFR 2.1315(a).Information supporting categorical exclusion from environmental review under 10 CFR51.22(c)(21) is also provided.In addition to NRC approval, the proposed transactions are contingent upon, among otherthings, the approvals of the North Carolina Utilities Commission and the Public ServiceCommission of South Carolina. The Federal Energy Regulatory Commission approved theproposed transactions on December 9, 2014.To support a timely closing, the Applicants respectfully request NRC approval of this applicationno later than June 30, 2015. Additional information in support of this requested approval date iscontained in the attached Application.In accordance with Duke Energy internal procedures and the Quality Assurance ProgramTopical Report, the proposed license amendments have been reviewed and approved by theBSEP Plant Nuclear Safety Committee (PNSC) and SHNPP PNSC.In accordance with 10 CFR 50.91, Duke Energy is notifying the States of North Carolina andSouth Carolina of this license amendment request by transmitting a copy of this letter andenclosures to the designated State Officials. Should you have any questions concerning thisletter, or require additional information, please contact Julie Olivier, Manager -Nuclear FleetLicensing, at 980-373-4045.
: 1. Duke Energy Progress, Inc. (2014). Asset Purchase Agreement by and between DukeEnergy Progress, Inc., and North Carolina Eastern Municipal Power Agency, datedSeptember 5, 2014.In accordance with 10 CFR 50.80, Duke Energy Progress, Inc. (Duke Energy),
U.S. Nuclear Regulatory CommissionRA-1 4-0029Page 3I declare under penalty of perjury that the foregoing is true and correct. Executed onDecember 22, 2014.Sincerely,Ernest J. Kapopoulos, Jr.Vice President -Corporate Governance and Operations SupportJLV/NDE
and NorthCarolina Eastern Municipal Power Agency (NCEMPA),
hereby submit a request for NRCconsent to the transfer to Duke Energy of the interests currently held by NCEMPA in RenewedOperating License Nos. DPR-71 and DPR-62 for the Brunswick Steam Electric Plant Unit Nos. 1and 2 (BSEP) and Renewed Operating License No. NPF-63 for the Shearon Harris NuclearPower Plant Unit No. 1 (SHNPP).
The transfer of ownership will take place pursuant to theAsset Purchase Agreement, dated September 5, 2014, wherein Duke Energy will purchase, among other assets owned by NCEMPA, NCEMPA's 18.33% ownership interest in BSEP UnitNo. 1, its 18.33% ownership interest in BSEP Unit No. 2, and its 16.17% ownership interest inSHNPP Unit No. 1, leaving Duke Energy as the sole licensee for both BSEP and SHNPP.Pursuant to 10 CFR 50.90, Duke Energy also requests NRC approval of administrative amendments to each of the Renewed Facility Operating Licenses (FOLs) to reflect the proposedtransfers to be issued and made effective at the time the transfers occur. The following commitment is made: Duke Energy will notify the NRC when the closing of the acquisition andtransfer will occur.Enclosure 1 provides the Application including the proposed changes.
Marked up facilityoperating license pages for the administrative changes proposed in this submittal are includedAcol U.S. Nuclear Regulatory Commission RA-14-0029 Page 2in Enclosure 1, Attachments 1 and 2. Enclosure 2 provides a copy of the Asset PurchaseAgreement listed in Reference 1, above.As described in the enclosed Application, Duke Energy will continue to be an electric utility asdefined by the NRC, and regulated by the Federal Energy Regulatory Commission, the NorthCarolina Utilities Commission, and the Public Service Commission of South Carolina.
DukeEnergy will remain subject to cost-of-service ratemaking.
As operating  
: licensee, Duke Energywill also continue to be responsible for the safe and economic operation of the units. Nophysical changes to the units will be made as a result of the license transfers; nor will anysubstantive changes to the management of the nuclear units, day-to-day operations, currentlicensing bases or operating procedures be made as a result of the requested license transfers.
Additional information pertaining to the proposed license transfers and administrative licenseamendments is included in the enclosed Application and supporting enclosures.
As thisinformation demonstrates, the purchase of NCEMPA's undivided ownership interests in BSEPUnits 1 and 2 and SHNPP Unit 1 by Duke Energy, and the related license transfers, will not(1) adversely impact the operation of the BSEP or SHNPP units; (2) adversely impact themanagerial or technical qualifications of the operating licensee; (3) adversely impact thefinancial qualifications of the licensee or the existing assurance of adequate decommissioning funding for the units; or (4) result in foreign ownership, control or domination over the licensee.
The requested conforming license amendments are administrative in nature and fall within theNRC's generic finding of no significant hazards considerations under 10 CFR 2.1315(a).
Information supporting categorical exclusion from environmental review under 10 CFR51.22(c)(21) is also provided.
In addition to NRC approval, the proposed transactions are contingent upon, among otherthings, the approvals of the North Carolina Utilities Commission and the Public ServiceCommission of South Carolina.
The Federal Energy Regulatory Commission approved theproposed transactions on December 9, 2014.To support a timely closing, the Applicants respectfully request NRC approval of this application no later than June 30, 2015. Additional information in support of this requested approval date iscontained in the attached Application.
In accordance with Duke Energy internal procedures and the Quality Assurance ProgramTopical Report, the proposed license amendments have been reviewed and approved by theBSEP Plant Nuclear Safety Committee (PNSC) and SHNPP PNSC.In accordance with 10 CFR 50.91, Duke Energy is notifying the States of North Carolina andSouth Carolina of this license amendment request by transmitting a copy of this letter andenclosures to the designated State Officials.
Should you have any questions concerning thisletter, or require additional information, please contact Julie Olivier, Manager -Nuclear FleetLicensing, at 980-373-4045.
U.S. Nuclear Regulatory Commission RA-1 4-0029Page 3I declare under penalty of perjury that the foregoing is true and correct.
Executed onDecember 22, 2014.Sincerely, Ernest J. Kapopoulos, Jr.Vice President  
-Corporate Governance and Operations SupportJLV/NDE


==Enclosures:==
==Enclosures:==
: 1. Application for Consent to the Transfer of Control of License and Conforming LicenseAmendmentAttachment 1. Brunswick Steam Electric Plant, Marked Changes to CurrentRenewed Facility Operating Licenses DPR-71 and DPR-62Attachment 2. Shearon Harris Nuclear Power Plant, Marked Changes toCurrent Facility Operating License NPF-632. Asset Purchase Agreement by and between Duke Energy Progress, Inc., and NorthCarolina Eastern Municipal Power Agency U.S. Nuclear Regulatory CommissionRA-14-0029Page 4cc: USNRC Region IIUSNRC Resident Inspector -SHNPPUSNRC Resident Inspector -BSEPAndrew L. Hon, NRR Project Manager -BSEPMartha C. Barillas, NRR Project Manager -SHNPPW. L. Cox, Ill, Chief, North Carolina Department of Health and Human Services, RPSection (NC)S. E. Jenkins, Manager, Radioactive and Infectious Waste Management (SC)Chairman, North Carolina Utilities Commission U.S. Nuclear Regulatory CommissionRA- 14-0029Page 5bcc: Chris NolanJulie OlivierJoe FriscoLara NicholsDavid CummingsFile: (Corporate)Electronic Licensing Library (ELL)Randy GideonLee GrzeckBill Murray (For BSEP Licensing/Nuclear Records Files)Ben WaldrepDave CorlettCindy Hereford (For SHNPP Licensing/Nuclear Records Files)   toRA-14-0029Page 1 of 11Enclosure 1Application for Consent to the Transfer of Control of License and Conforming LicenseAmendment
: 1. Application for Consent to the Transfer of Control of License and Conforming LicenseAmendment Attachment
: 1. Brunswick Steam Electric Plant, Marked Changes to CurrentRenewed Facility Operating Licenses DPR-71 and DPR-62Attachment  
: 2. Shearon Harris Nuclear Power Plant, Marked Changes toCurrent Facility Operating License NPF-632. Asset Purchase Agreement by and between Duke Energy Progress, Inc., and NorthCarolina Eastern Municipal Power Agency U.S. Nuclear Regulatory Commission RA-14-0029 Page 4cc: USNRC Region IIUSNRC Resident Inspector  
-SHNPPUSNRC Resident Inspector  
-BSEPAndrew L. Hon, NRR Project Manager -BSEPMartha C. Barillas, NRR Project Manager -SHNPPW. L. Cox, Ill, Chief, North Carolina Department of Health and Human Services, RPSection (NC)S. E. Jenkins,  
: Manager, Radioactive and Infectious Waste Management (SC)Chairman, North Carolina Utilities Commission U.S. Nuclear Regulatory Commission RA- 14-0029Page 5bcc: Chris NolanJulie OlivierJoe FriscoLara NicholsDavid CummingsFile: (Corporate)
Electronic Licensing Library (ELL)Randy GideonLee GrzeckBill Murray (For BSEP Licensing/Nuclear Records Files)Ben WaldrepDave CorlettCindy Hereford (For SHNPP Licensing/Nuclear Records Files)
Enclosure 1 toRA-14-0029 Page 1 of 11Enclosure 1Application for Consent to the Transfer of Control of License and Conforming LicenseAmendment


==Subject:==
==Subject:==
Evaluation
 
Evaluation of the Proposed ChangeI. Background and RequestI1. Statement of Purpose of the License Transfer and Description of the Transaction Makingthe License Transfer Necessary or Desirable Ill. General Corporate Information Regarding Duke EnergyIV. Foreign Ownership and ControlV. Technical Qualifications VI. Financial Qualifications of Duke EnergyVII. Regulatory Evaluation VII. a. Applicable Regulatory Requirements/Criteria VII. b. Significant Hazards Consideration VII. c. Conclusions VIII. Environmental Considerations IX. Price Anderson Indemnity and Nuclear Insurance X. Restricted DataXI. Other Regulatory Approvals XII. Schedule and Effective DatesXIII. References Attachments:
: 1. Brunswick Steam Electric Plant, Marked Changes to Current Renewed FacilityOperating Licenses DPR-71 and DPR-622. Shearon Harris Nuclear Power Plant, Marked

Revision as of 07:00, 1 July 2018

Brunswick, Units 1 & 2 and Shearon Harris, Unit 1, Application for Order Approving Transfer of Control of License and for Conforming License Amendment Pursuant to 10 CFR 50.80 and 10 CFR 50.90
ML14358A253
Person / Time
Site: Harris, Brunswick  Duke Energy icon.png
Issue date: 12/22/2014
From: Kapopoulos E J
Duke Energy Progress
To:
Document Control Desk, Office of Nuclear Reactor Regulation
References
RA-14-0029
Download: ML14358A253 (27)


Text

DUKE Ernest J Kapopoulos, Jr.526 South Church StreetENERGY, Charotte, NC 28202Mailing Address:Mail Code EC07H /P.O. Box 1006Charlotte, NC 28201-1006 704-382-8162 704-382-6056 fax10 CFR 50.80Serial: RA-14-0029 10 CFR 50.90December 22, 2014U.S. Nuclear Regulatory Commission ATTN: Document Control DeskWashington, DC 20555-0001 BRUNSWICK STEAM ELECTRIC PLANT, UNIT NOS. 1 AND 2DOCKET NOS. 50-325 AND 50-324 / RENEWED LICENSE NOS. DPR-71 AND DPR-62SHEARON HARRIS NUCLEAR POWER PLANT, UNIT NO. 1DOCKET NO. 50-400 / RENEWED LICENSE NO. NPF-63

SUBJECT:

Application for Order Approving Transfer of Control of License and forConforming License Amendment Pursuant to 10 CFR 50.80 and 10 CFR50.90

REFERENCES:

1. Duke Energy Progress, Inc. (2014). Asset Purchase Agreement by and between DukeEnergy Progress, Inc., and North Carolina Eastern Municipal Power Agency, datedSeptember 5, 2014.In accordance with 10 CFR 50.80, Duke Energy Progress, Inc. (Duke Energy),

and NorthCarolina Eastern Municipal Power Agency (NCEMPA),

hereby submit a request for NRCconsent to the transfer to Duke Energy of the interests currently held by NCEMPA in RenewedOperating License Nos. DPR-71 and DPR-62 for the Brunswick Steam Electric Plant Unit Nos. 1and 2 (BSEP) and Renewed Operating License No. NPF-63 for the Shearon Harris NuclearPower Plant Unit No. 1 (SHNPP).

The transfer of ownership will take place pursuant to theAsset Purchase Agreement, dated September 5, 2014, wherein Duke Energy will purchase, among other assets owned by NCEMPA, NCEMPA's 18.33% ownership interest in BSEP UnitNo. 1, its 18.33% ownership interest in BSEP Unit No. 2, and its 16.17% ownership interest inSHNPP Unit No. 1, leaving Duke Energy as the sole licensee for both BSEP and SHNPP.Pursuant to 10 CFR 50.90, Duke Energy also requests NRC approval of administrative amendments to each of the Renewed Facility Operating Licenses (FOLs) to reflect the proposedtransfers to be issued and made effective at the time the transfers occur. The following commitment is made: Duke Energy will notify the NRC when the closing of the acquisition andtransfer will occur.Enclosure 1 provides the Application including the proposed changes.

Marked up facilityoperating license pages for the administrative changes proposed in this submittal are includedAcol U.S. Nuclear Regulatory Commission RA-14-0029 Page 2in Enclosure 1, Attachments 1 and 2. Enclosure 2 provides a copy of the Asset PurchaseAgreement listed in Reference 1, above.As described in the enclosed Application, Duke Energy will continue to be an electric utility asdefined by the NRC, and regulated by the Federal Energy Regulatory Commission, the NorthCarolina Utilities Commission, and the Public Service Commission of South Carolina.

DukeEnergy will remain subject to cost-of-service ratemaking.

As operating

licensee, Duke Energywill also continue to be responsible for the safe and economic operation of the units. Nophysical changes to the units will be made as a result of the license transfers; nor will anysubstantive changes to the management of the nuclear units, day-to-day operations, currentlicensing bases or operating procedures be made as a result of the requested license transfers.

Additional information pertaining to the proposed license transfers and administrative licenseamendments is included in the enclosed Application and supporting enclosures.

As thisinformation demonstrates, the purchase of NCEMPA's undivided ownership interests in BSEPUnits 1 and 2 and SHNPP Unit 1 by Duke Energy, and the related license transfers, will not(1) adversely impact the operation of the BSEP or SHNPP units; (2) adversely impact themanagerial or technical qualifications of the operating licensee; (3) adversely impact thefinancial qualifications of the licensee or the existing assurance of adequate decommissioning funding for the units; or (4) result in foreign ownership, control or domination over the licensee.

The requested conforming license amendments are administrative in nature and fall within theNRC's generic finding of no significant hazards considerations under 10 CFR 2.1315(a).

Information supporting categorical exclusion from environmental review under 10 CFR51.22(c)(21) is also provided.

In addition to NRC approval, the proposed transactions are contingent upon, among otherthings, the approvals of the North Carolina Utilities Commission and the Public ServiceCommission of South Carolina.

The Federal Energy Regulatory Commission approved theproposed transactions on December 9, 2014.To support a timely closing, the Applicants respectfully request NRC approval of this application no later than June 30, 2015. Additional information in support of this requested approval date iscontained in the attached Application.

In accordance with Duke Energy internal procedures and the Quality Assurance ProgramTopical Report, the proposed license amendments have been reviewed and approved by theBSEP Plant Nuclear Safety Committee (PNSC) and SHNPP PNSC.In accordance with 10 CFR 50.91, Duke Energy is notifying the States of North Carolina andSouth Carolina of this license amendment request by transmitting a copy of this letter andenclosures to the designated State Officials.

Should you have any questions concerning thisletter, or require additional information, please contact Julie Olivier, Manager -Nuclear FleetLicensing, at 980-373-4045.

U.S. Nuclear Regulatory Commission RA-1 4-0029Page 3I declare under penalty of perjury that the foregoing is true and correct.

Executed onDecember 22, 2014.Sincerely, Ernest J. Kapopoulos, Jr.Vice President

-Corporate Governance and Operations SupportJLV/NDE

Enclosures:

1. Application for Consent to the Transfer of Control of License and Conforming LicenseAmendment Attachment
1. Brunswick Steam Electric Plant, Marked Changes to CurrentRenewed Facility Operating Licenses DPR-71 and DPR-62Attachment
2. Shearon Harris Nuclear Power Plant, Marked Changes toCurrent Facility Operating License NPF-632. Asset Purchase Agreement by and between Duke Energy Progress, Inc., and NorthCarolina Eastern Municipal Power Agency U.S. Nuclear Regulatory Commission RA-14-0029 Page 4cc: USNRC Region IIUSNRC Resident Inspector

-SHNPPUSNRC Resident Inspector

-BSEPAndrew L. Hon, NRR Project Manager -BSEPMartha C. Barillas, NRR Project Manager -SHNPPW. L. Cox, Ill, Chief, North Carolina Department of Health and Human Services, RPSection (NC)S. E. Jenkins,

Manager, Radioactive and Infectious Waste Management (SC)Chairman, North Carolina Utilities Commission U.S. Nuclear Regulatory Commission RA- 14-0029Page 5bcc: Chris NolanJulie OlivierJoe FriscoLara NicholsDavid CummingsFile: (Corporate)

Electronic Licensing Library (ELL)Randy GideonLee GrzeckBill Murray (For BSEP Licensing/Nuclear Records Files)Ben WaldrepDave CorlettCindy Hereford (For SHNPP Licensing/Nuclear Records Files)

Enclosure 1 toRA-14-0029 Page 1 of 11Enclosure 1Application for Consent to the Transfer of Control of License and Conforming LicenseAmendment

Subject:

Evaluation of the Proposed ChangeI. Background and RequestI1. Statement of Purpose of the License Transfer and Description of the Transaction Makingthe License Transfer Necessary or Desirable Ill. General Corporate Information Regarding Duke EnergyIV. Foreign Ownership and ControlV. Technical Qualifications VI. Financial Qualifications of Duke EnergyVII. Regulatory Evaluation VII. a. Applicable Regulatory Requirements/Criteria VII. b. Significant Hazards Consideration VII. c. Conclusions VIII. Environmental Considerations IX. Price Anderson Indemnity and Nuclear Insurance X. Restricted DataXI. Other Regulatory Approvals XII. Schedule and Effective DatesXIII. References Attachments:

1. Brunswick Steam Electric Plant, Marked Changes to Current Renewed FacilityOperating Licenses DPR-71 and DPR-622. Shearon Harris Nuclear Power Plant, Marked Changes to Current Facility Operating License NPF-63 Enclosure 1 toRA-14-0029 Page 2 of 11Docket Nos. 50-324, 50-325, 50-400Application for Order Approving Transfer of Control of Licenseand Conforming License Amendment I. Background and RequestDuke Energy Progress, Inc. (Duke Energy) is a public utility in North Carolina and SouthCarolina that provides electric service to residential, commercial, and industrial consumers throughout the States of North Carolina and South Carolina.

Duke Energy currently holds81.67% undivided ownership interests in Brunswick Steam Electric Plant (BSEP) Unit 1 and Unit2, and is the licensed operator of BSEP. North Carolina Eastern Municipal Power Agency(NCEMPA) currently holds 18.33% undivided ownership interests in each of BSEP Unit 1 andUnit 2. Additionally, Duke Energy currently holds a 83.83% undivided ownership interest in theShearon Harris Nuclear Power Plant, Unit 1 (SHNPP),

and is the licensed operator of SHNPP.NCEMPA currently holds a 16.17% undivided ownership interest in SHNPP Unit 1. Reflecting the joint ownership of these facilities, Renewed Facility Operating License Nos. DPR-71 andDPR-62 authorize Duke Energy and NCEMPA to possess, use and operate BSEP, andRenewed Facility Operating License No. NPF-63, authorizes Duke Energy and NCEMPA topossess, use and operate SHNPP. Duke Energy and NCEMPA (together "Applicants")

haveentered into an Asset Purchase Agreement (APA) whereby Duke Energy would acquire, amongother assets owned by NCEMPA, NCEMPA's ownership interests in both BSEP and SHNPP.In furtherance of the proposed transaction described below, Duke Energy requests, pursuant to10 CFR 50.80, that the NRC issue an order consenting the transfer to Duke Energy of thelicenses held under DPR-71, DPR-62, and NPF-63 by NCEMPA, leaving Duke Energy as thesole licensee for both BSEP and SHNPP. Such order should be made effective immediately upon issuance and should permit the license transfer at any time for one year following NRCapproval.

Duke Energy also requests approval of conforming administrative licenseamendments.

The amendments would be issued and made effective when the transfers ofownership are consummated upon the closing of the transaction.

Duke Energy will notify theNRC when the closing of the APA and the transfer will occur.The proposed transfers do not change the facility operating licensee.

Duke Energy will retainthe operational responsibilities for BSEP and SHNPP. Duke Energy will operate BSEP andSHNPP under the same terms and conditions included in the present operating licenses.

Nophysical changes will be made to BSEP or SHNPP as a result of the license transfers.

Nor willany significant changes in the day-to-day management and operating procedures for BSEP orSHNPP be made as a result of the license transfers, or to the operating organizations orpersonnel.

Additionally, Duke Energy will continue to be a utility regulated by the Federal EnergyRegulatory Commission, the North Carolina Utilities Commission, and the Public ServiceCommission of South Carolina.

As such, Duke Energy will continue to be financially qualified tooperate, maintain and decommission the BSEP and SHNPP.

Enclosure 1 toRA-1 4-0029Page 3 of 11Pursuant to 10 CFR 50.90, Duke Energy also requests NRC approval of administrative amendments to the BSEP and SHNPP licenses to be implemented pursuant to 10 CFR 50.92and 10 CFR 2.1315 to conform the licenses to reflect the proposed transfers, at the time thetransfers occur. Administrative changes to documents other than the facility operating licensesmay be necessary upon completion of the transfers.

II. Statement of Purpose of the License Transfer and Description of the Transaction Making the License Transfer Necessary or Desirable NCEMPA is a joint agency created pursuant to Chapter 159B of the North Carolina GeneralStatutes.

Since 1982, NCEMPA has served as the all-requirements bulk power supplier to 32cities and towns in eastern North Carolina

("Participants")

that formerly were wholesale electricservice customers of Carolina Power & Light Company or Virginia Electric and Power Company.NCEMPA serves the Participants' power needs with capacity and energy from its share of thenuclear units that are the subject of this Application, its share of two coal-fired units that are alsomajority owned and operated by Duke Energy and which will be sold to and purchased by DukeEnergy pursuant to the APA (the nuclear and coal-fired units together, the "Joint Units"),

andwith supplemental capacity and energy and backup power that it purchases from Duke Energy.As of December 31, 2013, NCEMPA's total indebtedness had grown to over $2 billion, resulting in annual debt service costs in excess of $260 million.

This has resulted in high rates forNCEMPA's Participants, which in turn has resulted in high rates for the Participants' retailcustomers.

In addition to the high electricity costs faced by these customers, the high retailrates have made it difficult to attract new industries and businesses to the areas served byNCEMPA's Participants, which still have not fully recovered from the economic recession.

As aresult of the foregoing, NCEMPA concluded that it is a viable option to substantially reduce itsdebt costs and thereby reduce its rates by selling the Joint Units.On September 5, 2014, Duke Energy and NCEMPA entered into the APA, under whichNCEMPA will sell and Duke Energy will purchase the Joint Units, and certain other assets ofNCEMPA, for a purchase price of $1.2 billion, subject to certain adjustments for capitalexpenditures incurred by NCEMPA prior to the closing.

Additionally, Duke Energy andNCEMPA entered into a Full Requirements Power Purchase Agreement, also dated as ofSeptember 5, 2014, pursuant to which Duke Energy would meet all of NCEMPA's capacity andenergy needs once the asset sale is consummated.

As part of the overall transaction, DukeEnergy will acquire, in addition to NCEMPA's ownership interests in the Join Units, NECMPA'sinterests in: (i) all related real property; (ii) the nuclear decommissioning trust funds, and allproceeds and rights therein, and a related internal fund for nuclear decommissioning; (iii) nuclear fuel inventory purchased for BSEP and SHNPP; (iv) spare parts inventory of theJoint Units and any related support facilities, including equipment, tools, goods, and supplies; and (v) BSEP and SHNPP plant permits.

A copy of the APA is appended hereto as Enclosure 2.The purpose of the requested license transfers is to reflect and implement the transactions discussed above.

Enclosure 1 toRA-1 4-0029Page 4 of 11Ill. General Corporate Information Regarding DukeA. Name of Transferee Progress Energy Carolinas, Inc., d/b/a Duke Energy Progress Inc.B. Address410 South Wilmington StreetRaleigh, North Carolina 27601C. Description of BusinessProgress Energy Carolinas, Inc., d/b/a Duke Energy Progress, Inc. (Duke Energy),

is awholly-owned subsidiary of Duke Energy Corporation.

Duke Energy is engaged in the businessof generating, transmitting, distributing and selling electric power and energy. It is a public utilityunder the laws of North Carolina and South Carolina and is subject to the jurisdiction of theNorth Carolina Utilities Commission with respect to its operations in that State and the PublicService Commission of South Carolina with respect to its operations in that State. Duke Energyis also a public utility under the Federal Power Act, and certain of its operations are subject tothe jurisdiction of the Federal Energy Regulatory Commission.

Duke Energy owns and operatesregulated electric facilities, including four nuclear units licensed by the NRC, as well as electricdistribution and transmission facilities.

Duke Energy Corporation, the parent company of Duke Energy, is a leading energy companylocated in the Americas.

It is an investor-owned corporation, which among other things,provides electricity to more than 7.2 million retail electric customers in six states in theSoutheast and Midwest regions of the United States. A diverse fuel mix of nuclear, natural gas,coal, oil, and hydroelectric provides approximately 49,600 megawatts of total generating capacity.

The shares of Duke Energy Corporation are publicly held and listed for trading on theNew York Stock Exchange under the symbol DUK.D. Organization and Management The business of Duke Energy is conducted by its own Board of Directors, although for internalgovernance

purposes, the Duke Energy Corporation Board of Directors also has approvalauthority over certain types of transactions.

Additionally, the group executive of Duke Energyreports to Lynn J. Good, Vice Chair, President and Chief Executive

Officer, Duke EnergyCorporation.

Directors, Executive OfficersThe business

address, names, and citizenship of the current directors of Duke Energy are asfollows:

Enclosure 1 toRA-i 4-0029Page 5 of 11Duke Energy Progress, Inc.410 South Wilmington StreetRaleigh, North Carolina 27601NameGood, Lynn J.Jamil, Dhiaa M.Janson, Julia S.Trent, B. KeithYates, Lloyd M.Citizenship USUsUsUSUSThe business

address, names, current titles of the current executive officers and senior nuclearleadership of Duke Energy Progress Inc., are as follows:Duke Energy Progress, Inc.410 South Wilmington StreetRaleigh, North Carolina 27601NameDonahue, Joseph W.Fallon, Christopher M.Gillespie Jr., T. P.Gillespy, Clark S.Good, Lynn J.Jamil, Dhiaa M.Janson, Julia S.Kapopoulos, Jr.,Ernest J.Manly, Marc E.Mullinax, A. R.Newton, Paul RobertPitesa, John W.Repko, Regis T.Savoy, Brian D.Trent, B. KeithPositionVice President, Nuclear Oversight Vice President, Nuclear Development Senior Vice President, Nuclear Operations President, South CarolinaChief Executive OfficerExecutive Vice President and President, Regulated Generation Executive Vice President and Chief Legal OfficerVice President, Nuclear Corporate Governance andOperations SupportExecutive Vice President and President Commercial Portfolio Executive Vice President, Strategic ServicesPresident, North CarolinaSenior Vice President and Chief Nuclear OfficerSenior Vice President, Nuclear Corporate Senior Vice President, Chief Accounting Officer,And Controller Executive Vice President, Grid Solutions, andPresident, Midwest and Florida RegionsCitizenship USUSUSUSUSUSUSUSUSUSUSUSUSUSUS Enclosure 1 toRA-14-0029 Page 6 of 11Weber, Jennifer L. Executive Vice President, External Affairs and USStrategic PolicyYates, Lloyd M. Executive Vice President, Market Solutions, and USPresident, Carolinas RegionYoung, Steven Keith Executive Vice President and Chief Financial Officer USIV. Foreign Ownership and ControlDuke Energy is wholly owned by Duke Energy Corporation.

The shares of common stock ofDuke Energy Corporation are publicly traded and widely held. The directors and officers ofDuke Energy Corporation and Duke Energy are U.S. citizens.

Neither Duke Energy Corporation nor Duke Energy is owned, controlled or dominated by any alien, foreign corporation, or foreigngovernment.

V. Technical Qualifications The technical qualifications of Duke Energy, as the operating

licensee, to carry out itsresponsibilities under the operating licenses for BSEP and SHNPP will not be impacted by thelicense transfers.

The proposed transfers will not result in any change in the design oroperation of BSEP and SHNPP, any change in the technical aspects of the BSEP and SHNPPFacility Operating License or Technical Specifications, nor any change to the technical qualifications of personnel involved in the maintenance or operation of BSEP and SHNPP.Duke Energy will at all times remain the operating licensee of BSEP and SHNPP and there willbe no changes in the Duke Energy management team or operating organization resulting fromthe proposed license transfers.

Additionally, clear lines of responsibility and authority throughthe Chief Nuclear Officer will be maintained.

The plant will continue to be operated inaccordance with the licenses, NRC requirements, the licensing bases, and other NRCcommitments.

Therefore, the technical qualifications of the organization will remain intact.VI. Financial Qualifications of DukeA. Operatinq Financial Qualifications As specified in its NRC license, Duke Energy is licensed pursuant to Section 103 of the AtomicEnergy Act of 1954, as amended, and 10 CFR Part 50, to own and operate BSEP and SHNPP.In accordance with 10 CFR 50.33(f),

"Electric Utilities" are exempt from the requirement todemonstrate financial qualifications.

Duke Energy is, and will remain, an "electric utility" withinthe meaning of 10 CFR 50.2 following the transfer since it will remain an "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."

Duke Energy will continue to be regulated by the North Carolina Utilities Commission, the PublicService Commission of South Carolina and the Federal Energy Regulatory Commission with Enclosure 1 toRA-14-0029 Page 7 of 11respect to the electricity generated by BSEP and SHNPP. Duke Energy will continue to recovercosts associated with output from the nuclear stations, including decommissioning costs,through rates for electricity determined by the state regulatory authorities.

Therefore, DukeEnergy will have reasonable assurance of necessary revenues to meet the requirements of 10 CFR 50.33.B. Decommissioning FundinqThe financial qualifications of Duke Energy to own up to a total 100% undivided ownership interest in BSEP and 100% undivided ownership interest in SHNPP are further demonstrated bythe fact that Duke Energy will receive NCEMPA's decommissioning trust funds that correspond with the interests in BSEP and SHNPP being acquired by Duke Energy. Duke Energy will alsocontinue to maintain its existing decommissioning trust for its current 81.67% interest in BSEPand 83.83% interest in SHNPP. Duke Energy will continue to maintain these externaldecommissioning funds segregated from its assets and outside its administrative control inaccordance with the requirements of 10 CFR 50.75(e)(1).

Duke Energy currently provides decommissioning funding assurance for its shares of BSEP andSHNPP by maintaining an external "Nuclear Decommissioning Master Trust." The company hasestablished separate Qualified and Non-Qualified trust funds within the master trust. Both theQualified and Non-Qualified trusts are taxable, with the Qualified trust subject to a flat 20% taxrate and the Non-Qualified trust subject to the company's blended tax rate. Decommissioning costs relating to BSEP and SHNPP are subject to cost-of-service rate regulation, and as such,will be included in the rates approved by the State regulatory authorities.

Contributions to themaster trust are made regularly based on collections from this established regulatory chargemechanism.

The status of Duke Energy's decommissioning funding for license termination costs as of December 31, 2012, was reported to the NRC in a letter dated March 28, 2013, fromBenjamin C. Waldrep (ADAMS Accession No. ML13093A015).

As was reported in the letter, asof December 31, 2012, these funds totaled $580,158,344 for BSEP and $297,765,034 forSHNPP.With regard to the additional interests being acquired from NCEMPA, the APA (Enclosure 2)between Duke Energy and NCEMPA requires that existing decommissioning funds,corresponding to the interests in BSEP and SHNPP being acquired, be transferred to DukeEnergy. Upon closing under the APA, the funds accumulated in NCEMPA's external nucleardecommissioning trust funds as of the date of closing that correspond with the interests in BSEPand SHNPP that Duke Energy is acquiring, will be transferred to Duke Energy's existing Non-Qualified trust. NCEMPA's decommissioning funding status for license termination costs as ofDecember 31, 2012, was reported to the NRC in Duke Energy's report dated March 28, 2013(ADAMS Accession No. ML1 3093A01 5). As was reported in the filing, as of December 31,2012, these funds totaled $198,401,080 for BSEP and $50,612,301 for SHNPP.These arrangements provide reasonable assurance that Duke Energy will have the fundsnecessary to cover its share of the estimated decommissioning costs of BSEP and SHNPPwhen needed.

Enclosure 1 toRA-1 4-0029Page 8 of 11VII. Regulatory Evaluation A. Applicable Regulatory Requirements/Criteria This request for approval of license transfers is made pursuant to 10 CFR 50.80. Section 10CFR 50.80(a) states "No license for a production utilization

facility, or any right thereunder, shallbe transferred,
assigned, or in any manner disposed of, either voluntarily or involuntarily, directlyor 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.Section 50.80(b) states that an applicant for a license transfer shall include as much information described in 10 CFR 50.33 and 10 CFR 50.34 of this part "with respect to the identity andtechnical and financial qualifications of the proposed transferee as would be required by thosesections if the applicant were for an initial license..."

Section 50.80(c) states that "theCommission 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."

This request is also made pursuant to 10 CFR 50.90 requesting administrative amendment tothe Renewed Facility Operating Licenses to reflect the proposed transfers.

B. Significant Hazards Consideration Descriotion of the ChangeThe transfer of North Carolina Eastern Municipal Power Agency's (NCEMPA) undivided ownership interests in Brunswick Steam Electric Plant (BSEP) and Shearon Harris NuclearPower Plant (SHNPP) to Duke Energy involves minor conforming changes to the operating licenses for these units. Specifically, any references to NCEMPA will be removed from thelicenses.

As previously noted, Duke Energy will continue to be licensed to possess, use, andoperate the facilities.

Consistent with the generic determination in 10 CFR 2.1315(a),

theseadministrative license amendments involves no significant hazards consideration.

1. The Conforming Amendments Do Not Involve a Significant Increase in the Probability orConsequences of an Accident Previously Evaluated The proposed license amendments do not involve any change in the design, configuration, oroperation of the nuclear units. All Limiting Conditions for Operation, Limiting Safety SystemSettings and Safety Limits specified in the Technical Specifications remain unchanged.

Also,the Physical Security Plans and related plans, the Operator Training and Requalification

Programs, the Quality Assurance
Programs, and the Emergency Plans will not be materially changed by the proposed license transfers and amendments.

The technical qualifications of the operating licensee will not be reduced.

Personnel engaged inoperation, maintenance, engineering, assessment,

training, and other related services will notbe changed.

Duke Energy officers and executives currently responsible for the overall safeoperation of the nuclear plants are expected to continue in that same capacity.

Enclosure 1 toRA-1 4-0029Page 9 of 11Therefore, the proposed amendment does not involve an increase in the probability orconsequences of an accident previously analyzed.

2. The Conforming Amendments Do Not Create the Possibility of a New or Different Kind ofAccident From Any Accident Previously Evaluated The proposed amendments do not involve any change in the design, configuration, or operation of BSEP or SHNPP. The current plant designs and design bases will remain the same. Thecurrent plant safety analyses, therefore, remain complete and accurate in addressing the designbasis events and in analyzing plant response and consequences.

The Limiting Conditions for Operations, Limiting Safety System Settings, and Safety Limitsspecified in the Technical Specifications are not affected by the proposed changes.

As such,the plant conditions for which the design basis accident analyses were performed remain valid.The proposed amendments do not introduce a new mode of plant operation or new accidentprecursors, do not involve any physical alterations to plant configurations, and do not makechanges to system set points that could initiate a new or different kind of accident.

Therefore, the proposed amendments do not create the possibility of a new or different kind ofaccident from any accident previously evaluated.

3. The Conforming Amendments Do Not Involve a Significant Reduction in a Margin ofSafetyThe proposed amendments do not involve a change in the design, configuration, or operation ofBSEP or SHNPP, nor do they affect either the way in which the plant structures,
systems, andcomponents perform their safety functions or their design and licensing bases.Plant safety margins are established through Limiting Conditions for Operation, Limiting SafetySystem Settings and Safety Limits specified in the Technical Specifications.

Because there isno change to the physical design of BSEP or SHNPP, there is no change to any of thesemargins.Therefore, the proposed amendments do not involve a significant reduction in a margin ofsafety.C. Conclusions In conclusion, based on the considerations discussed above, (1) there is reasonable assurance that the health and safety of the public will not be endangered by operation in the proposedmanner, (2) such activities will be conducted in compliance with the Commission's regulations, and (3) the issuance of the proposed amendments will not be inimical to the common defenseand security or to the health and safety of the public.VIII. Environmental Considerations The requested consent to transfer of control of the BSEP and SHNPP licenses and therequested conforming license amendments are exempt from environmental review because Enclosure 1 toRA-14-0029 Page 10 of 11these actions fall within the categorical exclusion contained in 10 CFR 51.22(c)(21),

for whichneither an Environmental Assessment nor an Environmental Impact Statement is required.

Moreover, the proposed license transfers and conforming license amendments will not directlyaffect the actual operation of BSEP and SHNPP in any substantive way. The proposedtransfers 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 theamounts, or 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, andthe proposed transfers have no environmental impact. Accordingly, the NRC may issue andpublish a finding of no significant environmental impact with respect to these matters pursuantto 10 CFR 51.21, 51.32, and 51.35.IX. Price Anderson Indemnity and Nuclear Insurance Duke Energy, as the operating licensee for BSEP and SHNPP, will continue to maintain thefinancial protection required by 10 CFR Part 140 and the property insurance required by 10CFR 50.54(w).

In accordance with Article IV of the NRC Indemnity Agreements for BSEP andSHNPP, the together applicants request NRC approval of the assignment and transfer of thePrice Anderson Indemnity Agreements for BSEP and SHNPP to Duke Energy upon consent tothe proposed license transfer.

Duke Energy will make the necessary changes to nuclear liability and property coverage to reflect that NCEMPA will no longer be an owner or licensee effective the date of the license transfer.

Duke Energy will also continue to have responsibility with respect to retrospective liability inaccordance with 10 CFR 140.21. The annual report and SEC filing financial information evidences Duke Energy provides adequate assurance that Duke Energy will be able to pay themaximum annual retrospective premium of $18.9 million per reactor, pursuant to10 CFR 140.21.X. Restricted DataThis application does not contain any Restricted Data or classified National SecurityInformation.

However, consistent with 10 CFR 50.80(b) and 50.37, Duke Energy willappropriately safeguard such information if any such information does become involved inconnection with the operation of BSEP and SHNPP and will not permit any individual to haveaccess to any such information until the individual has been approved for such access under theprovisions of 10 CFR Parts 25 and/or 95.XI. Other Regulatory Approvals In addition to NRC approval, the proposed transaction is contingent upon the approvals orconcurrence of the North Carolina Utilities Commission and the Public Service Commission ofSouth Carolina.

The Federal Energy Regulatory Commission approved the proposedtransactions on December 9, 2014.

Enclosure 1 toRA-14-0029 Page 11 of 11XII. Schedule and Effective DatesThe actual date for any transfer of control of NCEMPA's ownership interests in BSEP andSHNPP to Duke Energy will be dependent upon the actual date of satisfying the conditions forclosing the sale in accordance with the terms and conditions of the APA (Enclosure 2), including receipt of required regulatory approvals and rulings.

The APA may be terminated at any timeafter December 31, 2016, if the closing has not occurred on or before such date. Both partieshave agreed in the APA to work diligently toward closing the sale and purchase pursuant to theAPA.The Applicants request that the NRC review this Application on a schedule that will permit theissuance of NRC consent to the transfer of control as soon as possible.

Duke Energy isprepared to work closely with the NRC Staff to help expedite the Application's review, butrequests approval by no later than June 30, 2015. Such consent should be effective immediately upon issuance of the NRC's order and should permit the transfer of control at anytime within twelve months after the date of approval of this Application.

Duke Energy will informthe NRC if there are any significant delays associated with any other required approvals or anyother developments that have an impact on the proposed schedule.

XIII. References

1. Steptoe & Johnson LLP letter to FERC, Duke Energy Progress, Inc., Docket Nos. ER15-74-000 and EC15-9-000, dated October 10, 2014.2. Duke Energy Corporation (2013). Duke Energy 2013 Annual Report and Form 10-KRetrieved from http://www.duke-energy.com/pdfs/Annual-Report-2013.pdf
3. Duke Energy letter, H.B. Robinson Steam Electric Plant, Unit 2, Brunswick SteamElectric Plant, Units 1 and 2, Shearon Harris Nuclear Power Plant, Unit 1, Crystal River,Unit 3, Nuclear Generating Plant, Biennial Decommissioning Financial Assurance
Reports, dated March 28, 2013 (ADAMS Accession No. ML1 3093A01 5)

Enclosure 1Attachment 1 toRA-14-0029 Enclosure 1Attachment 1Brunswick Steam Electric PlantMarked Changes to Current FOL DPR-71 and DPR 62 Enclosure 1Attachment 1 toRA-1 4-0029Page 1 of 4Brunswick Steam Electric Plant, Unit No. 1,Docket No. 50-325 / Renewed License No. DPR-71-2-F. The licensee is technically and financially qualified to engage in the activities authorized by this renewed operating license in accordance with the rules andregulations of the Commission; G. The licensee has satisfied the applicable provisions of 10 CFR Part 140,"Financial Protection Requirements and Indemnity Agreements,"

of theCommission's regulations; H. The issuance of this renewed operating license will not be inimical to the commondefense and security or to the health and safety of the public;I. After weighing the environmental,

economic, technical, and other benefits of thefacility against environmental and other costs, and considering available alternatives, the adverse environmental impacts of license renewal are not sogreat that preserving the option of license renewal would be unreasonable andthe issuance of Renewed Facility Operating License No. DPR-71, subject to theconditions for protection of the environment set forth herein, is in accordance with10 CFR Part 51 (formerly Appendix D to Part 50), of the Commission's regulations and all applicable requirements have been satisfied; andJ. The receipt, possession, and use of source, byproduct, and special nuclearmaterial as authorized by this renewed license will be in accordance with theCommission's regulations in 10 CFR Part 30, 40, and 70, including 10 CFRSection 30.33, 40.32, 70.23 and 70.31.2. Renewed Facility Operating License No. DPR-71 is hereby issued to Duke EnergyProgress, Inc. to read as follows:A. This license applies to the Brunswick Steam Electric Plant, Unit 1, a boiling waterreactor and associated equipment (the facility),

ownz by the Duke rmProgrc.a, n.... and North. croli,.ng cton M.a,,.pI

-.-... -Awy and operatedby Duke Energy Progress, Inc. The facility is located on the Cape Fear River,near Southport in Brunswick County, North Carolina, and is described in the"Final Safety Analysis Report" as supplemented and amended (Amendments 1through 31) and the "Environmental Report" as supplemented and amended.B. Subject to the conditions and requirements incorporated herein, the Commission hereby licenses Duke Energy Progress, Inc.:(1) Pursuant to Section 104b of the Act and 10 CFR Part 50, "Licensing ofProduction and Utilization Facilities,"

to possess, use, and operate thefacility at the designated location in Brunswick County, North Carolina, inaccordance with the procedures and limitations set forth in this renewedlicense;Renewed License No. DPR-71Amendment No. 263 Enclosure 1Attachment 1 toRA- 14-0029Page 2 of 4Brunswick Steam Electric Plant, Unit No. 1,Docket No. 50-325 / Renewed License No. DPR-71-4-(2) Technical Specifications The Technical Specifications contained in Appendix A, as revised throughAmendment No.: 44, are hereby incorporated in the license.

DukeEnergy Progress, Inc. shall operate the facility in accordance with theTechnical Specifications.

For Surveillance Requirements (SRs) that are new in Amendment 203 toRenewed Facility Operating License DPR-71, the first performance is dueat the end of the first surveillance interval that begins at implementation ofAmendment 203. For SRs that existed prior to Amendment 203 including SRs with modified acceptance criteria and SRs whose frequency ofperformance is being extended, the first performance is due at the end ofthe first surveillance interval that begins on the date the Surveillance waslast performed prior to implementation of Amendment 203.(a) Effective June 30, 1982, the surveillance requirements listedbelow need not be completed until July 15, 1982. Uponaccomplishment of the surveillances, the provisions of Technical Specification 4.0.2 shall apply.Specification 4.3.3.1, Table 4.3.3-1, Items 5.a and 5.b(b) Effective July 1, 1982, through July 8, 1982, Action statement"a" of Technical Specification 3.8.1.1 shall read as follows:ACTION:a. With either one offsite circuit or one diesel generator of theabove required A.C. electrical power sources inoperable, demonstrate the OPERABILITY of the remaining A.C.sources by performing Surveillance Requirements 4.8.1.1.1.a and 4.8.1.1.2.a.4 within two hours and at leastonce per 12 hours1.388889e-4 days <br />0.00333 hours <br />1.984127e-5 weeks <br />4.566e-6 months <br /> thereafter; restore at least two offsitecircuits and four diesel generators to OPERABLE statuswithin 7 days or be in at least HOT SHUTDOWN within thenext 12 hours1.388889e-4 days <br />0.00333 hours <br />1.984127e-5 weeks <br />4.566e-6 months <br /> and in COLD SHUTDOWN within thefollowing 24 hours2.777778e-4 days <br />0.00667 hours <br />3.968254e-5 weeks <br />9.132e-6 months <br />.(3) Deleted by Amendment No. 206.D. The licensee shall fully implement and maintain in effect all provisions of theCommission-approved physical

security, training and qualification, andsafeguards contingency plans, including amendments made pursuant toprovisions of the Miscellaneous Amendments and Search Requirements revisions to 10 CFR 73.55 (51 FR 27817 and 27822) and to the authority of10 CFR 50.90 and 10 CFR 50.54(p).

The plans, which contain Safeguards Information protected under 10 CFR 73.21 are entitled:

"Physical Security Plan,Revision 2," and 'Safeguards Contingency Plan, Revision 2," submitted by letterRenewed License No. DPR-71Amendment No. -ft Enclosure 1Attachment 1 toRA-14-0029 Page 3 of 4Brunswick Steam Electric Plant, Unit No. 2,Docket No. 50-324 / Renewed License No. DPR-62-2-F. The licensee is technically and financially qualified to engage in the activities authorized by this renewed operating license in accordance with the rules andregulations of the Commission; G. The licensee has satisfied the applicable provisions of 10 CFR Part 140,"Financial Protection Requirements and Indemnity Agreements,"

of theCommission's regulations; H. The issuance of this renewed operating license will not be inimical to the commondefense and security or to the health and safety of the public;1. After weighing the environmental,

economic, technical, and other benefits of thefacility against environmental and other costs and considering available alternatives, the issuance of Renewed Facility Operating License No. DPR-62subject to the conditions for protection of the environment set forth herein is inaccordance with 10 CFR Part 51 (formerly Appendix D to 10 CFR Part 50), of theCommission's regulations and all applicable requirements have been satisfied; andJ. The receipt, possession, and use of source, byproduct, and special nuclearmaterial as authorized by this renewed license will be in accordance with theCommission's regulations in 10 CFR Part 30, 40, and 70, including 10 CFRSection 30.33, 40.32, and 70.23 and 70.31.2. Renewed Facility Operating License No. DPR-62 is hereby issued to Duke EnergyProgress, Inc. to read as follows:A. This license applies to Brunswick Steam Electric Plant Unit 2, a boiling waterreactor and associated equipment (the facility),

owned by Duke Ecr ....Rrc..,!Re. and Eiastm Municipal Po.wr Agcncy and operated by DukeEnergy Progress, Inc. The facility is located on the Cape Fear River, nearSouthport in Brunswick County, North Carolina, and is described in the "FinalSafety Analysis Report" as supplemented and amended (Amendments 1through 29) and the "Environmental Report" as supplemented and amended(Supplements 1 through 7).B. Subject to the conditions and requirements incorporated herein, the Commission hereby licenses Duke Energy Progress, Inc.:(1) Pursuant to Section 104b of the Act and 10 CFR Part 50, "Licensing ofProduction and Utilization Facilities,"

to possess, use, and operate thefacility at the designated location in Brunswick County, North Carolina, inaccordance with the procedures and limitations set forth in this renewedlicense;(2) Pursuant to the Act and 10 CFR Part 70, to receive, possess and use atany time special nuclear material as reactor fuel, in accordance with thelimitations for storage and amounts required for reactor operation, asdescribed in the Final Safety Analysis Report, as supplemented andamended;Renewed License No. DPR-62Amendment No. 241 Enclosure 1Attachment 1 toRA-1 4-0029Page 4 of 4Brunswick Steam Electric Plant, Unit No. 2,Docket No. 50-324 Renewed License No. DPR-62-3-(3) Pursuant to the Act and 10 CFR Parts 30, 40, and 70, to receive, possessand use at any time any byproduct, source and special nuclear materialas sealed neutron sources for reactor startup, sealed sources for reactorinstrumentation and radiation monitoring equipment calibration, and asfission detectors in amounts as required; (4) Pursuant to the Act and 10 CFR Parts 30, 40 and 70, to receive, possessand use in amounts as required any byproduct, source, and specialnuclear materials without restriction to chemical or physical form, forsample analysis or instrument calibration or associated with radioactive apparatus or components; (5) Pursuant to the Act and 10 CFR Parts 30 and 70 to possess, but notseparate, such byproduct and special nuclear materials as may beproduced by the operation of Brunswick Steam Electric Plant, Unit Nos. 1and 2, and H. B. Robinson Steam Electric Plant, Unit No. 2.(6) Duke Energy Progress, Inc. shall implement and maintain in effect allprovisions of the approved fire protection program as described in theFinal Safety Analysis Report for the facility and as approved in the SafetyEvaluation Report dated November 22, 1977, as supplemented April 1979, June 11, 1980, December 30, 1986, December 6, 1989,July 28, 1993, and February 10, 1994 respectively, subject to thefollowing provision:

The licensee may make changes to the approved fire protection program without prior approval of the Commission only if thosechanges would not adversely affect the ability to achieve andmaintain safe shutdown in the event of a fire.C. This renewed license shall be deemed to contain and is subject to the conditions specified in the following Commission regulations in 10 CFR Chapter 1: Part 20,Section 30.34 of Part 30, Section 40.41 of Part 40, Sections 50.54 and 50.59 ofPart 50, and Section 70.32 of Part 70; is subject to all applicable provisions of theAct and to the rules, regulations, and orders of the Commission now or hereafter in effect; and is subject to the additional conditions specified or incorporated below:(1) Maximum Power LevelThe licensee is authorized to operate the facility at steady state reactorcore power levels not in excess of 2923 megawatts (thermal).

(2) Technical Specifications The Technical Specifications contained in Appendix A, as revised throughAmendment No.2-9-,

are hereby incorporated in the license.

DukeEnergy Progress, Inc. shall operate the facility in accordance with theTechnical Specifications.

Renewed License No. DPR-62Amendment No. 2-94 Enclosure 1Attachment 2 toRA-14-0029 Enclosure 1Attachment 2Shearon Harris Nuclear Power PlantMarked Changes to Current FOL NPF-63 Enclosure 1Attachment 2 toRA-1 4-0029Page 1 of 4Shearon Harris Nuclear Power Plant, Unit No. 1,Docket No. 50-400 / Renewed License No. NPF-63DUKE ENERGY PROGRESS, INC.NORTH CAROLINA EASTERN MUNICIPAL POWER AGENCYDOCKET NO.50-400SHEARON HARRIS NUCLEAR POWER PLANT, UNIT 1RENEWED FACILITY OPERATING LICENSERenewed License No. NPF-63The Nuclear Regulatory Commission (the Commission or the NRC) has found that:A. The application for renewal of the license filed by the Carolina Power & LightCompany' (CP&L) for itself, --In the NoFrth cA.'Ro.^'

rc2,tFR MUiGipal Po9...Age..e- "ta ....nses), complies with the standards and requirements of theAtomic Energy Act of 1954, as amended (the Act), and the Commission's regulations set forth in 10 CFR Chapter I, and all required notifications to otheragencies or bodies have been duly made;B. Construction of the Shearon Harris Nuclear Power Plant, Unit 1, (the facility) hasbeen substantially completed in conformity with Construction Permit No.CPPR-158 and the application, as amended, the provisions of the Act, and theregulations of the Commission; C. Actions have been identified and have been or will be taken with respect to (1)managing the effects of aging during the period of extended operation on thefunctionality of structures and components that have been identified to requirereview under 10 CFR 54.21(a)(1);

and (2) time-limited aging analysis that havebeen identified to require review under 10 CFR 54.21 (c), such that there isreasonable assurance that the activities authorized by the renewed operating license will continue to be conducted in accordance with the current licensing basis, as defined in 10 CFR 54.3, for the facility, and that any changes made tothe facility's current licensing basis in order to comply with 10 CFR 54.29(a) are inaccordance with the Act and the Commission's regulations; D. The facility will operate in conformity with the application, as amended, theprovisions of the Act, and the regulations of the Commission (except asexempted from compliance in Section 2.D. belovw;E. There is reasonable assurance:

(i) that the activities authorized by this operating license 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 set forth in 10 CFR Chapter I (except as exempted from compliance in Section 2.D. below);On April 29, 2013, the name "Carolina Power & Light Company" (CP&L) was changed to "DukeEnergy Progress, Inc."Renewed License No. NPF-63Amendment No. 442.

Enclosure 1Attachment 2 toRA-14-0029 Page 2 of 4Shearon Harris Nuclear Power Plant, Unit No. 1,Docket No. 50-400 / Renewed License No. NPF-63-2-F. Duke Energy Progress, Inc.' is technically qualified to engage in the activities authorized by this license in accordance with the Commission's regulations setforth in 10 CFR Chapter 1;G. The licensees have satisfied the applicable provisions of 10 CFR Part 140,"Financial Protection Requirements and Indemnity Agreements,"

of theCommission's regulations; H. The issuance of this license will not be inimical to the common defense andsecurity or to the health and safety of the public;I. After weighing the environmental,

economic, technical, and other benefits of thefacility against environmental and other costs and considering available alternatives, the issuance of this Renewed Facility Operating License No.NPF-63, subject to the conditions for protection of the environment set forth in theEnvironmental Protection Plan attached as Appendix B, is in accordance with 10CFR Part 51 of the Commission's regulations and all applicable requirements have been satisfied; J. The receipt, possession and use of source, byproduct and special nuclearmaterial as authorized by this license will be in accordance with the Commission's regulations in 10 CFR Parts 30, 40, and 70.2. Based on the foregoing findings and the Partial Initial Decisions issued by the AtomicSafety and Licensing Board dated February 20,1985, August 20, 1985,December 11, 1985, and April 28, 1986, regarding this facility and pursuant to approvalby the Nuclear Regulatory Commission at a meeting on January 8, 1987, FacilityOperating License No. NPF-63, which supersedes the license for fuel loading and lowpower testing, License No. NPF-53 issued on October 24, 1986, is hereby issued toDuke Energy Progress, Inc. 2rd thm North Caro-lina E6acorn M".-i.ipal P1'2.rAgGleRe (the licensees) as follows:A. This license applies to the Shearon Harris Nuclear Power Plant, Unit 1, apressurized water reactor and associated equipment (the facility) owned by-theNorth Carclina EastFrn Munisipal PoworF AgoncY and Duke EnrMFgy Progrocc, Inc.,and operated by Duke Energy Progress, Inc. The facility is located on thelicensees' site in Wake and Chatham Counties, North Carolina, approximately 16miles southwest of the nearest boundary of Raleigh, and is described in its FinalSafety Analysis Report, as supplemented and amended, and in its Environmental Report, as supplemented and amended;*Duke Energy Progress, Inc. i:

t: a. fo.rth: cARiM -

MURi8.iP'I Por..Ag.Rey-,

O. has exclusive responsibility and control over the physical construction, operation, and maintenance of the facility.

Renewed License No. NPF-63Amendment No. 44a Enclosure 1Attachment 2 toRA- 14-0029Page 3 of 4Shearon Harris Nuclear Power Plant, Unit No. 1,Docket No. 50-400 / Renewed License No. NPF-63-3-B. Subject to the conditions and requirements incorporated herein, the Commission hereby licenses:

(1) Pursuant to Section 103 of the Act and 10 CFR Part 50, Duke EnergyProgress, Inc. to possess, use, and operate the facility at the designated location in Wake and Chatham Counties, North Carolina, in accordance with the procedures and limitations set forth in this license;(2)PU~u~te thee Atad4 rRPF 9 I th eF~iar.Rt MuniGipal PeYMFz Ageney te peaccscc the fekeilit; at th: dersignated leeatleRin Wake and Chatham Co-unticc, North Corcilna, ir AnAMIRAGc Wth theprcourc ndlififtatiOnc.

cet forth in the lionco:1; Deletd'(3) Pursuant to the Act and 10 CFR Part 70, Duke Energy Progress, Inc. toreceive,

possess, and use at any time special nuclear material as reactorfuel, in accordance with the limitations for storage and amounts requiredfor reactor operation, as described in the Final Safety Analysis Report, assupplemented and amended;(4) Pursuant to the Act and 10 CFR Parts 30, 40, and 70, Duke EnergyProgress, Inc. to receive,
possess, and use at any time any byproduct, source and special nuclear material such as sealed neutron sources forreactor startup, sealed sources for reactor instrumentation and radiation monitoring equipment calibration, and as fission detectors in amounts asrequired; (5) Pursuant to the Act and 10 CFR Parts 30, 40, and 70, Duke EnergyProgress, Inc. receive,
possess, and use in amounts as required anybyproduct, source or special nuclear material without restriction tochemical or physical form, for sample analysis or instrument calibration orassociated with radioactive apparatus or components; (6) Pursuant to the Act and 10 CFR Parts 30, 40, and 70, Duke EnergyProgress, Inc. to possess, but not separate, such byproduct and specialnuclear materials as may be produced by the operation of the facilityauthorized herein;(7) Pursuant to the Act and 10 CFR Parts 30 and 40, Duke Energy Progress, Inc. to receive, possess and process for release or transfer to the ShearonHarris site such byproduct material as may be produced by the ShearonHarris Energy and Environmental Center;(8) Pursuant to the Act and 10 CFR Parts 30, 40, and 70, Duke EnergyProgress, Inc. to receive and possess but not separate, such byproduct and special nuclear materials as may be produced by the operation of theBrunswick Steam Electric Plant, Units 1 and 2, and H. B. Robinson SteamElectric Plant, Unit 2.Renewed License No. NPF-63Amendment No. 44-Z Enclosure 1Attachment 2 toRA-1 4-0029Page 4 of 4Shearon Harris Nuclear Power Plant, Unit No. 1,Docket No. 50-400 / Renewed License No. NPF-63-4-C. This license shall be deemed to contain and is subject to the conditions specified in the Commission's regulations set forth in 10 CFR Chapter I and is subject to allapplicable provisions of the Act and to the rules, regulations, and orders of theCommission now or hereafter in effect, and is subject to the additional conditions specified or incorporated below.(1) Maximum Power LevelDuke Energy Progress, Inc. is authorized to operate the facility at reactorcore power levels not in excess of 2948 megawatts thermal (100 percentrated core power) in accordance with the conditions specified herein.(2) Technical Specifications and Environmental Protection PlanThe Technical Specifications contained in Appendix A and theEnvironmental Protection Plan contained in Appendix B, both of which areattached hereto, as revised through Amendment No. -.44, are herebyincorporated into this license.

Duke Energy Progress, Inc. shall operatethe facility in accordance with the Technical Specifications and theEnvironmental Protection Plan.(3) Antitrust Conditions Duke Energy Progress, Inc. shall comply with the antitrust conditions delineated in Appendix C to this license.(4) Initial Startup Test Program (Section 14)1Any changes to the Initial Test Program described in Section 14 of theFSAR made in accordance with the provisions of 10 CFR 50.59 shall bereported in accordance with 50.59(b) within one month of such change.1 The parenthetical notation following the title of many license conditions denotes the section ofthe Safety Evaluation Report and/or its supplements wherein the license condition is discussed.

Renewed License No. NPF-63Amendment No. 4.43 Enclosure 2 toRA-1 4-0029Enclosure 2Asset Purchase Agreement by and betweenDuke Energy Progress, Inc. andNorth Carolina Eastern Municipal Power Agency DUKE Ernest J Kapopoulos, Jr.526 South Church StreetENERGY, Charotte, NC 28202Mailing Address:Mail Code EC07H /P.O. Box 1006Charlotte, NC 28201-1006 704-382-8162 704-382-6056 fax10 CFR 50.80Serial: RA-14-0029 10 CFR 50.90December 22, 2014U.S. Nuclear Regulatory Commission ATTN: Document Control DeskWashington, DC 20555-0001 BRUNSWICK STEAM ELECTRIC PLANT, UNIT NOS. 1 AND 2DOCKET NOS. 50-325 AND 50-324 / RENEWED LICENSE NOS. DPR-71 AND DPR-62SHEARON HARRIS NUCLEAR POWER PLANT, UNIT NO. 1DOCKET NO. 50-400 / RENEWED LICENSE NO. NPF-63

SUBJECT:

Application for Order Approving Transfer of Control of License and forConforming License Amendment Pursuant to 10 CFR 50.80 and 10 CFR50.90

REFERENCES:

1. Duke Energy Progress, Inc. (2014). Asset Purchase Agreement by and between DukeEnergy Progress, Inc., and North Carolina Eastern Municipal Power Agency, datedSeptember 5, 2014.In accordance with 10 CFR 50.80, Duke Energy Progress, Inc. (Duke Energy),

and NorthCarolina Eastern Municipal Power Agency (NCEMPA),

hereby submit a request for NRCconsent to the transfer to Duke Energy of the interests currently held by NCEMPA in RenewedOperating License Nos. DPR-71 and DPR-62 for the Brunswick Steam Electric Plant Unit Nos. 1and 2 (BSEP) and Renewed Operating License No. NPF-63 for the Shearon Harris NuclearPower Plant Unit No. 1 (SHNPP).

The transfer of ownership will take place pursuant to theAsset Purchase Agreement, dated September 5, 2014, wherein Duke Energy will purchase, among other assets owned by NCEMPA, NCEMPA's 18.33% ownership interest in BSEP UnitNo. 1, its 18.33% ownership interest in BSEP Unit No. 2, and its 16.17% ownership interest inSHNPP Unit No. 1, leaving Duke Energy as the sole licensee for both BSEP and SHNPP.Pursuant to 10 CFR 50.90, Duke Energy also requests NRC approval of administrative amendments to each of the Renewed Facility Operating Licenses (FOLs) to reflect the proposedtransfers to be issued and made effective at the time the transfers occur. The following commitment is made: Duke Energy will notify the NRC when the closing of the acquisition andtransfer will occur.Enclosure 1 provides the Application including the proposed changes.

Marked up facilityoperating license pages for the administrative changes proposed in this submittal are includedAcol U.S. Nuclear Regulatory Commission RA-14-0029 Page 2in Enclosure 1, Attachments 1 and 2. Enclosure 2 provides a copy of the Asset PurchaseAgreement listed in Reference 1, above.As described in the enclosed Application, Duke Energy will continue to be an electric utility asdefined by the NRC, and regulated by the Federal Energy Regulatory Commission, the NorthCarolina Utilities Commission, and the Public Service Commission of South Carolina.

DukeEnergy will remain subject to cost-of-service ratemaking.

As operating

licensee, Duke Energywill also continue to be responsible for the safe and economic operation of the units. Nophysical changes to the units will be made as a result of the license transfers; nor will anysubstantive changes to the management of the nuclear units, day-to-day operations, currentlicensing bases or operating procedures be made as a result of the requested license transfers.

Additional information pertaining to the proposed license transfers and administrative licenseamendments is included in the enclosed Application and supporting enclosures.

As thisinformation demonstrates, the purchase of NCEMPA's undivided ownership interests in BSEPUnits 1 and 2 and SHNPP Unit 1 by Duke Energy, and the related license transfers, will not(1) adversely impact the operation of the BSEP or SHNPP units; (2) adversely impact themanagerial or technical qualifications of the operating licensee; (3) adversely impact thefinancial qualifications of the licensee or the existing assurance of adequate decommissioning funding for the units; or (4) result in foreign ownership, control or domination over the licensee.

The requested conforming license amendments are administrative in nature and fall within theNRC's generic finding of no significant hazards considerations under 10 CFR 2.1315(a).

Information supporting categorical exclusion from environmental review under 10 CFR51.22(c)(21) is also provided.

In addition to NRC approval, the proposed transactions are contingent upon, among otherthings, the approvals of the North Carolina Utilities Commission and the Public ServiceCommission of South Carolina.

The Federal Energy Regulatory Commission approved theproposed transactions on December 9, 2014.To support a timely closing, the Applicants respectfully request NRC approval of this application no later than June 30, 2015. Additional information in support of this requested approval date iscontained in the attached Application.

In accordance with Duke Energy internal procedures and the Quality Assurance ProgramTopical Report, the proposed license amendments have been reviewed and approved by theBSEP Plant Nuclear Safety Committee (PNSC) and SHNPP PNSC.In accordance with 10 CFR 50.91, Duke Energy is notifying the States of North Carolina andSouth Carolina of this license amendment request by transmitting a copy of this letter andenclosures to the designated State Officials.

Should you have any questions concerning thisletter, or require additional information, please contact Julie Olivier, Manager -Nuclear FleetLicensing, at 980-373-4045.

U.S. Nuclear Regulatory Commission RA-1 4-0029Page 3I declare under penalty of perjury that the foregoing is true and correct.

Executed onDecember 22, 2014.Sincerely, Ernest J. Kapopoulos, Jr.Vice President

-Corporate Governance and Operations SupportJLV/NDE

Enclosures:

1. Application for Consent to the Transfer of Control of License and Conforming LicenseAmendment Attachment
1. Brunswick Steam Electric Plant, Marked Changes to CurrentRenewed Facility Operating Licenses DPR-71 and DPR-62Attachment
2. Shearon Harris Nuclear Power Plant, Marked Changes toCurrent Facility Operating License NPF-632. Asset Purchase Agreement by and between Duke Energy Progress, Inc., and NorthCarolina Eastern Municipal Power Agency U.S. Nuclear Regulatory Commission RA-14-0029 Page 4cc: USNRC Region IIUSNRC Resident Inspector

-SHNPPUSNRC Resident Inspector

-BSEPAndrew L. Hon, NRR Project Manager -BSEPMartha C. Barillas, NRR Project Manager -SHNPPW. L. Cox, Ill, Chief, North Carolina Department of Health and Human Services, RPSection (NC)S. E. Jenkins,

Manager, Radioactive and Infectious Waste Management (SC)Chairman, North Carolina Utilities Commission U.S. Nuclear Regulatory Commission RA- 14-0029Page 5bcc: Chris NolanJulie OlivierJoe FriscoLara NicholsDavid CummingsFile: (Corporate)

Electronic Licensing Library (ELL)Randy GideonLee GrzeckBill Murray (For BSEP Licensing/Nuclear Records Files)Ben WaldrepDave CorlettCindy Hereford (For SHNPP Licensing/Nuclear Records Files)

Enclosure 1 toRA-14-0029 Page 1 of 11Enclosure 1Application for Consent to the Transfer of Control of License and Conforming LicenseAmendment

Subject:

Evaluation of the Proposed ChangeI. Background and RequestI1. Statement of Purpose of the License Transfer and Description of the Transaction Makingthe License Transfer Necessary or Desirable Ill. General Corporate Information Regarding Duke EnergyIV. Foreign Ownership and ControlV. Technical Qualifications VI. Financial Qualifications of Duke EnergyVII. Regulatory Evaluation VII. a. Applicable Regulatory Requirements/Criteria VII. b. Significant Hazards Consideration VII. c. Conclusions VIII. Environmental Considerations IX. Price Anderson Indemnity and Nuclear Insurance X. Restricted DataXI. Other Regulatory Approvals XII. Schedule and Effective DatesXIII. References Attachments:

1. Brunswick Steam Electric Plant, Marked Changes to Current Renewed FacilityOperating Licenses DPR-71 and DPR-622. Shearon Harris Nuclear Power Plant, Marked Changes to Current Facility Operating License NPF-63 Enclosure 1 toRA-14-0029 Page 2 of 11Docket Nos. 50-324, 50-325, 50-400Application for Order Approving Transfer of Control of Licenseand Conforming License Amendment I. Background and RequestDuke Energy Progress, Inc. (Duke Energy) is a public utility in North Carolina and SouthCarolina that provides electric service to residential, commercial, and industrial consumers throughout the States of North Carolina and South Carolina.

Duke Energy currently holds81.67% undivided ownership interests in Brunswick Steam Electric Plant (BSEP) Unit 1 and Unit2, and is the licensed operator of BSEP. North Carolina Eastern Municipal Power Agency(NCEMPA) currently holds 18.33% undivided ownership interests in each of BSEP Unit 1 andUnit 2. Additionally, Duke Energy currently holds a 83.83% undivided ownership interest in theShearon Harris Nuclear Power Plant, Unit 1 (SHNPP),

and is the licensed operator of SHNPP.NCEMPA currently holds a 16.17% undivided ownership interest in SHNPP Unit 1. Reflecting the joint ownership of these facilities, Renewed Facility Operating License Nos. DPR-71 andDPR-62 authorize Duke Energy and NCEMPA to possess, use and operate BSEP, andRenewed Facility Operating License No. NPF-63, authorizes Duke Energy and NCEMPA topossess, use and operate SHNPP. Duke Energy and NCEMPA (together "Applicants")

haveentered into an Asset Purchase Agreement (APA) whereby Duke Energy would acquire, amongother assets owned by NCEMPA, NCEMPA's ownership interests in both BSEP and SHNPP.In furtherance of the proposed transaction described below, Duke Energy requests, pursuant to10 CFR 50.80, that the NRC issue an order consenting the transfer to Duke Energy of thelicenses held under DPR-71, DPR-62, and NPF-63 by NCEMPA, leaving Duke Energy as thesole licensee for both BSEP and SHNPP. Such order should be made effective immediately upon issuance and should permit the license transfer at any time for one year following NRCapproval.

Duke Energy also requests approval of conforming administrative licenseamendments.

The amendments would be issued and made effective when the transfers ofownership are consummated upon the closing of the transaction.

Duke Energy will notify theNRC when the closing of the APA and the transfer will occur.The proposed transfers do not change the facility operating licensee.

Duke Energy will retainthe operational responsibilities for BSEP and SHNPP. Duke Energy will operate BSEP andSHNPP under the same terms and conditions included in the present operating licenses.

Nophysical changes will be made to BSEP or SHNPP as a result of the license transfers.

Nor willany significant changes in the day-to-day management and operating procedures for BSEP orSHNPP be made as a result of the license transfers, or to the operating organizations orpersonnel.

Additionally, Duke Energy will continue to be a utility regulated by the Federal EnergyRegulatory Commission, the North Carolina Utilities Commission, and the Public ServiceCommission of South Carolina.

As such, Duke Energy will continue to be financially qualified tooperate, maintain and decommission the BSEP and SHNPP.

Enclosure 1 toRA-1 4-0029Page 3 of 11Pursuant to 10 CFR 50.90, Duke Energy also requests NRC approval of administrative amendments to the BSEP and SHNPP licenses to be implemented pursuant to 10 CFR 50.92and 10 CFR 2.1315 to conform the licenses to reflect the proposed transfers, at the time thetransfers occur. Administrative changes to documents other than the facility operating licensesmay be necessary upon completion of the transfers.

II. Statement of Purpose of the License Transfer and Description of the Transaction Making the License Transfer Necessary or Desirable NCEMPA is a joint agency created pursuant to Chapter 159B of the North Carolina GeneralStatutes.

Since 1982, NCEMPA has served as the all-requirements bulk power supplier to 32cities and towns in eastern North Carolina

("Participants")

that formerly were wholesale electricservice customers of Carolina Power & Light Company or Virginia Electric and Power Company.NCEMPA serves the Participants' power needs with capacity and energy from its share of thenuclear units that are the subject of this Application, its share of two coal-fired units that are alsomajority owned and operated by Duke Energy and which will be sold to and purchased by DukeEnergy pursuant to the APA (the nuclear and coal-fired units together, the "Joint Units"),

andwith supplemental capacity and energy and backup power that it purchases from Duke Energy.As of December 31, 2013, NCEMPA's total indebtedness had grown to over $2 billion, resulting in annual debt service costs in excess of $260 million.

This has resulted in high rates forNCEMPA's Participants, which in turn has resulted in high rates for the Participants' retailcustomers.

In addition to the high electricity costs faced by these customers, the high retailrates have made it difficult to attract new industries and businesses to the areas served byNCEMPA's Participants, which still have not fully recovered from the economic recession.

As aresult of the foregoing, NCEMPA concluded that it is a viable option to substantially reduce itsdebt costs and thereby reduce its rates by selling the Joint Units.On September 5, 2014, Duke Energy and NCEMPA entered into the APA, under whichNCEMPA will sell and Duke Energy will purchase the Joint Units, and certain other assets ofNCEMPA, for a purchase price of $1.2 billion, subject to certain adjustments for capitalexpenditures incurred by NCEMPA prior to the closing.

Additionally, Duke Energy andNCEMPA entered into a Full Requirements Power Purchase Agreement, also dated as ofSeptember 5, 2014, pursuant to which Duke Energy would meet all of NCEMPA's capacity andenergy needs once the asset sale is consummated.

As part of the overall transaction, DukeEnergy will acquire, in addition to NCEMPA's ownership interests in the Join Units, NECMPA'sinterests in: (i) all related real property; (ii) the nuclear decommissioning trust funds, and allproceeds and rights therein, and a related internal fund for nuclear decommissioning; (iii) nuclear fuel inventory purchased for BSEP and SHNPP; (iv) spare parts inventory of theJoint Units and any related support facilities, including equipment, tools, goods, and supplies; and (v) BSEP and SHNPP plant permits.

A copy of the APA is appended hereto as Enclosure 2.The purpose of the requested license transfers is to reflect and implement the transactions discussed above.

Enclosure 1 toRA-1 4-0029Page 4 of 11Ill. General Corporate Information Regarding DukeA. Name of Transferee Progress Energy Carolinas, Inc., d/b/a Duke Energy Progress Inc.B. Address410 South Wilmington StreetRaleigh, North Carolina 27601C. Description of BusinessProgress Energy Carolinas, Inc., d/b/a Duke Energy Progress, Inc. (Duke Energy),

is awholly-owned subsidiary of Duke Energy Corporation.

Duke Energy is engaged in the businessof generating, transmitting, distributing and selling electric power and energy. It is a public utilityunder the laws of North Carolina and South Carolina and is subject to the jurisdiction of theNorth Carolina Utilities Commission with respect to its operations in that State and the PublicService Commission of South Carolina with respect to its operations in that State. Duke Energyis also a public utility under the Federal Power Act, and certain of its operations are subject tothe jurisdiction of the Federal Energy Regulatory Commission.

Duke Energy owns and operatesregulated electric facilities, including four nuclear units licensed by the NRC, as well as electricdistribution and transmission facilities.

Duke Energy Corporation, the parent company of Duke Energy, is a leading energy companylocated in the Americas.

It is an investor-owned corporation, which among other things,provides electricity to more than 7.2 million retail electric customers in six states in theSoutheast and Midwest regions of the United States. A diverse fuel mix of nuclear, natural gas,coal, oil, and hydroelectric provides approximately 49,600 megawatts of total generating capacity.

The shares of Duke Energy Corporation are publicly held and listed for trading on theNew York Stock Exchange under the symbol DUK.D. Organization and Management The business of Duke Energy is conducted by its own Board of Directors, although for internalgovernance

purposes, the Duke Energy Corporation Board of Directors also has approvalauthority over certain types of transactions.

Additionally, the group executive of Duke Energyreports to Lynn J. Good, Vice Chair, President and Chief Executive

Officer, Duke EnergyCorporation.

Directors, Executive OfficersThe business

address, names, and citizenship of the current directors of Duke Energy are asfollows:

Enclosure 1 toRA-i 4-0029Page 5 of 11Duke Energy Progress, Inc.410 South Wilmington StreetRaleigh, North Carolina 27601NameGood, Lynn J.Jamil, Dhiaa M.Janson, Julia S.Trent, B. KeithYates, Lloyd M.Citizenship USUsUsUSUSThe business

address, names, current titles of the current executive officers and senior nuclearleadership of Duke Energy Progress Inc., are as follows:Duke Energy Progress, Inc.410 South Wilmington StreetRaleigh, North Carolina 27601NameDonahue, Joseph W.Fallon, Christopher M.Gillespie Jr., T. P.Gillespy, Clark S.Good, Lynn J.Jamil, Dhiaa M.Janson, Julia S.Kapopoulos, Jr.,Ernest J.Manly, Marc E.Mullinax, A. R.Newton, Paul RobertPitesa, John W.Repko, Regis T.Savoy, Brian D.Trent, B. KeithPositionVice President, Nuclear Oversight Vice President, Nuclear Development Senior Vice President, Nuclear Operations President, South CarolinaChief Executive OfficerExecutive Vice President and President, Regulated Generation Executive Vice President and Chief Legal OfficerVice President, Nuclear Corporate Governance andOperations SupportExecutive Vice President and President Commercial Portfolio Executive Vice President, Strategic ServicesPresident, North CarolinaSenior Vice President and Chief Nuclear OfficerSenior Vice President, Nuclear Corporate Senior Vice President, Chief Accounting Officer,And Controller Executive Vice President, Grid Solutions, andPresident, Midwest and Florida RegionsCitizenship USUSUSUSUSUSUSUSUSUSUSUSUSUSUS Enclosure 1 toRA-14-0029 Page 6 of 11Weber, Jennifer L. Executive Vice President, External Affairs and USStrategic PolicyYates, Lloyd M. Executive Vice President, Market Solutions, and USPresident, Carolinas RegionYoung, Steven Keith Executive Vice President and Chief Financial Officer USIV. Foreign Ownership and ControlDuke Energy is wholly owned by Duke Energy Corporation.

The shares of common stock ofDuke Energy Corporation are publicly traded and widely held. The directors and officers ofDuke Energy Corporation and Duke Energy are U.S. citizens.

Neither Duke Energy Corporation nor Duke Energy is owned, controlled or dominated by any alien, foreign corporation, or foreigngovernment.

V. Technical Qualifications The technical qualifications of Duke Energy, as the operating

licensee, to carry out itsresponsibilities under the operating licenses for BSEP and SHNPP will not be impacted by thelicense transfers.

The proposed transfers will not result in any change in the design oroperation of BSEP and SHNPP, any change in the technical aspects of the BSEP and SHNPPFacility Operating License or Technical Specifications, nor any change to the technical qualifications of personnel involved in the maintenance or operation of BSEP and SHNPP.Duke Energy will at all times remain the operating licensee of BSEP and SHNPP and there willbe no changes in the Duke Energy management team or operating organization resulting fromthe proposed license transfers.

Additionally, clear lines of responsibility and authority throughthe Chief Nuclear Officer will be maintained.

The plant will continue to be operated inaccordance with the licenses, NRC requirements, the licensing bases, and other NRCcommitments.

Therefore, the technical qualifications of the organization will remain intact.VI. Financial Qualifications of DukeA. Operatinq Financial Qualifications As specified in its NRC license, Duke Energy is licensed pursuant to Section 103 of the AtomicEnergy Act of 1954, as amended, and 10 CFR Part 50, to own and operate BSEP and SHNPP.In accordance with 10 CFR 50.33(f),

"Electric Utilities" are exempt from the requirement todemonstrate financial qualifications.

Duke Energy is, and will remain, an "electric utility" withinthe meaning of 10 CFR 50.2 following the transfer since it will remain an "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."

Duke Energy will continue to be regulated by the North Carolina Utilities Commission, the PublicService Commission of South Carolina and the Federal Energy Regulatory Commission with Enclosure 1 toRA-14-0029 Page 7 of 11respect to the electricity generated by BSEP and SHNPP. Duke Energy will continue to recovercosts associated with output from the nuclear stations, including decommissioning costs,through rates for electricity determined by the state regulatory authorities.

Therefore, DukeEnergy will have reasonable assurance of necessary revenues to meet the requirements of 10 CFR 50.33.B. Decommissioning FundinqThe financial qualifications of Duke Energy to own up to a total 100% undivided ownership interest in BSEP and 100% undivided ownership interest in SHNPP are further demonstrated bythe fact that Duke Energy will receive NCEMPA's decommissioning trust funds that correspond with the interests in BSEP and SHNPP being acquired by Duke Energy. Duke Energy will alsocontinue to maintain its existing decommissioning trust for its current 81.67% interest in BSEPand 83.83% interest in SHNPP. Duke Energy will continue to maintain these externaldecommissioning funds segregated from its assets and outside its administrative control inaccordance with the requirements of 10 CFR 50.75(e)(1).

Duke Energy currently provides decommissioning funding assurance for its shares of BSEP andSHNPP by maintaining an external "Nuclear Decommissioning Master Trust." The company hasestablished separate Qualified and Non-Qualified trust funds within the master trust. Both theQualified and Non-Qualified trusts are taxable, with the Qualified trust subject to a flat 20% taxrate and the Non-Qualified trust subject to the company's blended tax rate. Decommissioning costs relating to BSEP and SHNPP are subject to cost-of-service rate regulation, and as such,will be included in the rates approved by the State regulatory authorities.

Contributions to themaster trust are made regularly based on collections from this established regulatory chargemechanism.

The status of Duke Energy's decommissioning funding for license termination costs as of December 31, 2012, was reported to the NRC in a letter dated March 28, 2013, fromBenjamin C. Waldrep (ADAMS Accession No. ML13093A015).

As was reported in the letter, asof December 31, 2012, these funds totaled $580,158,344 for BSEP and $297,765,034 forSHNPP.With regard to the additional interests being acquired from NCEMPA, the APA (Enclosure 2)between Duke Energy and NCEMPA requires that existing decommissioning funds,corresponding to the interests in BSEP and SHNPP being acquired, be transferred to DukeEnergy. Upon closing under the APA, the funds accumulated in NCEMPA's external nucleardecommissioning trust funds as of the date of closing that correspond with the interests in BSEPand SHNPP that Duke Energy is acquiring, will be transferred to Duke Energy's existing Non-Qualified trust. NCEMPA's decommissioning funding status for license termination costs as ofDecember 31, 2012, was reported to the NRC in Duke Energy's report dated March 28, 2013(ADAMS Accession No. ML1 3093A01 5). As was reported in the filing, as of December 31,2012, these funds totaled $198,401,080 for BSEP and $50,612,301 for SHNPP.These arrangements provide reasonable assurance that Duke Energy will have the fundsnecessary to cover its share of the estimated decommissioning costs of BSEP and SHNPPwhen needed.

Enclosure 1 toRA-1 4-0029Page 8 of 11VII. Regulatory Evaluation A. Applicable Regulatory Requirements/Criteria This request for approval of license transfers is made pursuant to 10 CFR 50.80. Section 10CFR 50.80(a) states "No license for a production utilization

facility, or any right thereunder, shallbe transferred,
assigned, or in any manner disposed of, either voluntarily or involuntarily, directlyor 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.Section 50.80(b) states that an applicant for a license transfer shall include as much information described in 10 CFR 50.33 and 10 CFR 50.34 of this part "with respect to the identity andtechnical and financial qualifications of the proposed transferee as would be required by thosesections if the applicant were for an initial license..."

Section 50.80(c) states that "theCommission 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."

This request is also made pursuant to 10 CFR 50.90 requesting administrative amendment tothe Renewed Facility Operating Licenses to reflect the proposed transfers.

B. Significant Hazards Consideration Descriotion of the ChangeThe transfer of North Carolina Eastern Municipal Power Agency's (NCEMPA) undivided ownership interests in Brunswick Steam Electric Plant (BSEP) and Shearon Harris NuclearPower Plant (SHNPP) to Duke Energy involves minor conforming changes to the operating licenses for these units. Specifically, any references to NCEMPA will be removed from thelicenses.

As previously noted, Duke Energy will continue to be licensed to possess, use, andoperate the facilities.

Consistent with the generic determination in 10 CFR 2.1315(a),

theseadministrative license amendments involves no significant hazards consideration.

1. The Conforming Amendments Do Not Involve a Significant Increase in the Probability orConsequences of an Accident Previously Evaluated The proposed license amendments do not involve any change in the design, configuration, oroperation of the nuclear units. All Limiting Conditions for Operation, Limiting Safety SystemSettings and Safety Limits specified in the Technical Specifications remain unchanged.

Also,the Physical Security Plans and related plans, the Operator Training and Requalification

Programs, the Quality Assurance
Programs, and the Emergency Plans will not be materially changed by the proposed license transfers and amendments.

The technical qualifications of the operating licensee will not be reduced.

Personnel engaged inoperation, maintenance, engineering, assessment,

training, and other related services will notbe changed.

Duke Energy officers and executives currently responsible for the overall safeoperation of the nuclear plants are expected to continue in that same capacity.

Enclosure 1 toRA-1 4-0029Page 9 of 11Therefore, the proposed amendment does not involve an increase in the probability orconsequences of an accident previously analyzed.

2. The Conforming Amendments Do Not Create the Possibility of a New or Different Kind ofAccident From Any Accident Previously Evaluated The proposed amendments do not involve any change in the design, configuration, or operation of BSEP or SHNPP. The current plant designs and design bases will remain the same. Thecurrent plant safety analyses, therefore, remain complete and accurate in addressing the designbasis events and in analyzing plant response and consequences.

The Limiting Conditions for Operations, Limiting Safety System Settings, and Safety Limitsspecified in the Technical Specifications are not affected by the proposed changes.

As such,the plant conditions for which the design basis accident analyses were performed remain valid.The proposed amendments do not introduce a new mode of plant operation or new accidentprecursors, do not involve any physical alterations to plant configurations, and do not makechanges to system set points that could initiate a new or different kind of accident.

Therefore, the proposed amendments do not create the possibility of a new or different kind ofaccident from any accident previously evaluated.

3. The Conforming Amendments Do Not Involve a Significant Reduction in a Margin ofSafetyThe proposed amendments do not involve a change in the design, configuration, or operation ofBSEP or SHNPP, nor do they affect either the way in which the plant structures,
systems, andcomponents perform their safety functions or their design and licensing bases.Plant safety margins are established through Limiting Conditions for Operation, Limiting SafetySystem Settings and Safety Limits specified in the Technical Specifications.

Because there isno change to the physical design of BSEP or SHNPP, there is no change to any of thesemargins.Therefore, the proposed amendments do not involve a significant reduction in a margin ofsafety.C. Conclusions In conclusion, based on the considerations discussed above, (1) there is reasonable assurance that the health and safety of the public will not be endangered by operation in the proposedmanner, (2) such activities will be conducted in compliance with the Commission's regulations, and (3) the issuance of the proposed amendments will not be inimical to the common defenseand security or to the health and safety of the public.VIII. Environmental Considerations The requested consent to transfer of control of the BSEP and SHNPP licenses and therequested conforming license amendments are exempt from environmental review because Enclosure 1 toRA-14-0029 Page 10 of 11these actions fall within the categorical exclusion contained in 10 CFR 51.22(c)(21),

for whichneither an Environmental Assessment nor an Environmental Impact Statement is required.

Moreover, the proposed license transfers and conforming license amendments will not directlyaffect the actual operation of BSEP and SHNPP in any substantive way. The proposedtransfers 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 theamounts, or 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, andthe proposed transfers have no environmental impact. Accordingly, the NRC may issue andpublish a finding of no significant environmental impact with respect to these matters pursuantto 10 CFR 51.21, 51.32, and 51.35.IX. Price Anderson Indemnity and Nuclear Insurance Duke Energy, as the operating licensee for BSEP and SHNPP, will continue to maintain thefinancial protection required by 10 CFR Part 140 and the property insurance required by 10CFR 50.54(w).

In accordance with Article IV of the NRC Indemnity Agreements for BSEP andSHNPP, the together applicants request NRC approval of the assignment and transfer of thePrice Anderson Indemnity Agreements for BSEP and SHNPP to Duke Energy upon consent tothe proposed license transfer.

Duke Energy will make the necessary changes to nuclear liability and property coverage to reflect that NCEMPA will no longer be an owner or licensee effective the date of the license transfer.

Duke Energy will also continue to have responsibility with respect to retrospective liability inaccordance with 10 CFR 140.21. The annual report and SEC filing financial information evidences Duke Energy provides adequate assurance that Duke Energy will be able to pay themaximum annual retrospective premium of $18.9 million per reactor, pursuant to10 CFR 140.21.X. Restricted DataThis application does not contain any Restricted Data or classified National SecurityInformation.

However, consistent with 10 CFR 50.80(b) and 50.37, Duke Energy willappropriately safeguard such information if any such information does become involved inconnection with the operation of BSEP and SHNPP and will not permit any individual to haveaccess to any such information until the individual has been approved for such access under theprovisions of 10 CFR Parts 25 and/or 95.XI. Other Regulatory Approvals In addition to NRC approval, the proposed transaction is contingent upon the approvals orconcurrence of the North Carolina Utilities Commission and the Public Service Commission ofSouth Carolina.

The Federal Energy Regulatory Commission approved the proposedtransactions on December 9, 2014.

Enclosure 1 toRA-14-0029 Page 11 of 11XII. Schedule and Effective DatesThe actual date for any transfer of control of NCEMPA's ownership interests in BSEP andSHNPP to Duke Energy will be dependent upon the actual date of satisfying the conditions forclosing the sale in accordance with the terms and conditions of the APA (Enclosure 2), including receipt of required regulatory approvals and rulings.

The APA may be terminated at any timeafter December 31, 2016, if the closing has not occurred on or before such date. Both partieshave agreed in the APA to work diligently toward closing the sale and purchase pursuant to theAPA.The Applicants request that the NRC review this Application on a schedule that will permit theissuance of NRC consent to the transfer of control as soon as possible.

Duke Energy isprepared to work closely with the NRC Staff to help expedite the Application's review, butrequests approval by no later than June 30, 2015. Such consent should be effective immediately upon issuance of the NRC's order and should permit the transfer of control at anytime within twelve months after the date of approval of this Application.

Duke Energy will informthe NRC if there are any significant delays associated with any other required approvals or anyother developments that have an impact on the proposed schedule.

XIII. References

1. Steptoe & Johnson LLP letter to FERC, Duke Energy Progress, Inc., Docket Nos. ER15-74-000 and EC15-9-000, dated October 10, 2014.2. Duke Energy Corporation (2013). Duke Energy 2013 Annual Report and Form 10-KRetrieved from http://www.duke-energy.com/pdfs/Annual-Report-2013.pdf
3. Duke Energy letter, H.B. Robinson Steam Electric Plant, Unit 2, Brunswick SteamElectric Plant, Units 1 and 2, Shearon Harris Nuclear Power Plant, Unit 1, Crystal River,Unit 3, Nuclear Generating Plant, Biennial Decommissioning Financial Assurance
Reports, dated March 28, 2013 (ADAMS Accession No. ML1 3093A01 5)

Enclosure 1Attachment 1 toRA-14-0029 Enclosure 1Attachment 1Brunswick Steam Electric PlantMarked Changes to Current FOL DPR-71 and DPR 62 Enclosure 1Attachment 1 toRA-1 4-0029Page 1 of 4Brunswick Steam Electric Plant, Unit No. 1,Docket No. 50-325 / Renewed License No. DPR-71-2-F. The licensee is technically and financially qualified to engage in the activities authorized by this renewed operating license in accordance with the rules andregulations of the Commission; G. The licensee has satisfied the applicable provisions of 10 CFR Part 140,"Financial Protection Requirements and Indemnity Agreements,"

of theCommission's regulations; H. The issuance of this renewed operating license will not be inimical to the commondefense and security or to the health and safety of the public;I. After weighing the environmental,

economic, technical, and other benefits of thefacility against environmental and other costs, and considering available alternatives, the adverse environmental impacts of license renewal are not sogreat that preserving the option of license renewal would be unreasonable andthe issuance of Renewed Facility Operating License No. DPR-71, subject to theconditions for protection of the environment set forth herein, is in accordance with10 CFR Part 51 (formerly Appendix D to Part 50), of the Commission's regulations and all applicable requirements have been satisfied; andJ. The receipt, possession, and use of source, byproduct, and special nuclearmaterial as authorized by this renewed license will be in accordance with theCommission's regulations in 10 CFR Part 30, 40, and 70, including 10 CFRSection 30.33, 40.32, 70.23 and 70.31.2. Renewed Facility Operating License No. DPR-71 is hereby issued to Duke EnergyProgress, Inc. to read as follows:A. This license applies to the Brunswick Steam Electric Plant, Unit 1, a boiling waterreactor and associated equipment (the facility),

ownz by the Duke rmProgrc.a, n.... and North. croli,.ng cton M.a,,.pI

-.-... -Awy and operatedby Duke Energy Progress, Inc. The facility is located on the Cape Fear River,near Southport in Brunswick County, North Carolina, and is described in the"Final Safety Analysis Report" as supplemented and amended (Amendments 1through 31) and the "Environmental Report" as supplemented and amended.B. Subject to the conditions and requirements incorporated herein, the Commission hereby licenses Duke Energy Progress, Inc.:(1) Pursuant to Section 104b of the Act and 10 CFR Part 50, "Licensing ofProduction and Utilization Facilities,"

to possess, use, and operate thefacility at the designated location in Brunswick County, North Carolina, inaccordance with the procedures and limitations set forth in this renewedlicense;Renewed License No. DPR-71Amendment No. 263 Enclosure 1Attachment 1 toRA- 14-0029Page 2 of 4Brunswick Steam Electric Plant, Unit No. 1,Docket No. 50-325 / Renewed License No. DPR-71-4-(2) Technical Specifications The Technical Specifications contained in Appendix A, as revised throughAmendment No.: 44, are hereby incorporated in the license.

DukeEnergy Progress, Inc. shall operate the facility in accordance with theTechnical Specifications.

For Surveillance Requirements (SRs) that are new in Amendment 203 toRenewed Facility Operating License DPR-71, the first performance is dueat the end of the first surveillance interval that begins at implementation ofAmendment 203. For SRs that existed prior to Amendment 203 including SRs with modified acceptance criteria and SRs whose frequency ofperformance is being extended, the first performance is due at the end ofthe first surveillance interval that begins on the date the Surveillance waslast performed prior to implementation of Amendment 203.(a) Effective June 30, 1982, the surveillance requirements listedbelow need not be completed until July 15, 1982. Uponaccomplishment of the surveillances, the provisions of Technical Specification 4.0.2 shall apply.Specification 4.3.3.1, Table 4.3.3-1, Items 5.a and 5.b(b) Effective July 1, 1982, through July 8, 1982, Action statement"a" of Technical Specification 3.8.1.1 shall read as follows:ACTION:a. With either one offsite circuit or one diesel generator of theabove required A.C. electrical power sources inoperable, demonstrate the OPERABILITY of the remaining A.C.sources by performing Surveillance Requirements 4.8.1.1.1.a and 4.8.1.1.2.a.4 within two hours and at leastonce per 12 hours1.388889e-4 days <br />0.00333 hours <br />1.984127e-5 weeks <br />4.566e-6 months <br /> thereafter; restore at least two offsitecircuits and four diesel generators to OPERABLE statuswithin 7 days or be in at least HOT SHUTDOWN within thenext 12 hours1.388889e-4 days <br />0.00333 hours <br />1.984127e-5 weeks <br />4.566e-6 months <br /> and in COLD SHUTDOWN within thefollowing 24 hours2.777778e-4 days <br />0.00667 hours <br />3.968254e-5 weeks <br />9.132e-6 months <br />.(3) Deleted by Amendment No. 206.D. The licensee shall fully implement and maintain in effect all provisions of theCommission-approved physical

security, training and qualification, andsafeguards contingency plans, including amendments made pursuant toprovisions of the Miscellaneous Amendments and Search Requirements revisions to 10 CFR 73.55 (51 FR 27817 and 27822) and to the authority of10 CFR 50.90 and 10 CFR 50.54(p).

The plans, which contain Safeguards Information protected under 10 CFR 73.21 are entitled:

"Physical Security Plan,Revision 2," and 'Safeguards Contingency Plan, Revision 2," submitted by letterRenewed License No. DPR-71Amendment No. -ft Enclosure 1Attachment 1 toRA-14-0029 Page 3 of 4Brunswick Steam Electric Plant, Unit No. 2,Docket No. 50-324 / Renewed License No. DPR-62-2-F. The licensee is technically and financially qualified to engage in the activities authorized by this renewed operating license in accordance with the rules andregulations of the Commission; G. The licensee has satisfied the applicable provisions of 10 CFR Part 140,"Financial Protection Requirements and Indemnity Agreements,"

of theCommission's regulations; H. The issuance of this renewed operating license will not be inimical to the commondefense and security or to the health and safety of the public;1. After weighing the environmental,

economic, technical, and other benefits of thefacility against environmental and other costs and considering available alternatives, the issuance of Renewed Facility Operating License No. DPR-62subject to the conditions for protection of the environment set forth herein is inaccordance with 10 CFR Part 51 (formerly Appendix D to 10 CFR Part 50), of theCommission's regulations and all applicable requirements have been satisfied; andJ. The receipt, possession, and use of source, byproduct, and special nuclearmaterial as authorized by this renewed license will be in accordance with theCommission's regulations in 10 CFR Part 30, 40, and 70, including 10 CFRSection 30.33, 40.32, and 70.23 and 70.31.2. Renewed Facility Operating License No. DPR-62 is hereby issued to Duke EnergyProgress, Inc. to read as follows:A. This license applies to Brunswick Steam Electric Plant Unit 2, a boiling waterreactor and associated equipment (the facility),

owned by Duke Ecr ....Rrc..,!Re. and Eiastm Municipal Po.wr Agcncy and operated by DukeEnergy Progress, Inc. The facility is located on the Cape Fear River, nearSouthport in Brunswick County, North Carolina, and is described in the "FinalSafety Analysis Report" as supplemented and amended (Amendments 1through 29) and the "Environmental Report" as supplemented and amended(Supplements 1 through 7).B. Subject to the conditions and requirements incorporated herein, the Commission hereby licenses Duke Energy Progress, Inc.:(1) Pursuant to Section 104b of the Act and 10 CFR Part 50, "Licensing ofProduction and Utilization Facilities,"

to possess, use, and operate thefacility at the designated location in Brunswick County, North Carolina, inaccordance with the procedures and limitations set forth in this renewedlicense;(2) Pursuant to the Act and 10 CFR Part 70, to receive, possess and use atany time special nuclear material as reactor fuel, in accordance with thelimitations for storage and amounts required for reactor operation, asdescribed in the Final Safety Analysis Report, as supplemented andamended;Renewed License No. DPR-62Amendment No. 241 Enclosure 1Attachment 1 toRA-1 4-0029Page 4 of 4Brunswick Steam Electric Plant, Unit No. 2,Docket No. 50-324 Renewed License No. DPR-62-3-(3) Pursuant to the Act and 10 CFR Parts 30, 40, and 70, to receive, possessand use at any time any byproduct, source and special nuclear materialas sealed neutron sources for reactor startup, sealed sources for reactorinstrumentation and radiation monitoring equipment calibration, and asfission detectors in amounts as required; (4) Pursuant to the Act and 10 CFR Parts 30, 40 and 70, to receive, possessand use in amounts as required any byproduct, source, and specialnuclear materials without restriction to chemical or physical form, forsample analysis or instrument calibration or associated with radioactive apparatus or components; (5) Pursuant to the Act and 10 CFR Parts 30 and 70 to possess, but notseparate, such byproduct and special nuclear materials as may beproduced by the operation of Brunswick Steam Electric Plant, Unit Nos. 1and 2, and H. B. Robinson Steam Electric Plant, Unit No. 2.(6) Duke Energy Progress, Inc. shall implement and maintain in effect allprovisions of the approved fire protection program as described in theFinal Safety Analysis Report for the facility and as approved in the SafetyEvaluation Report dated November 22, 1977, as supplemented April 1979, June 11, 1980, December 30, 1986, December 6, 1989,July 28, 1993, and February 10, 1994 respectively, subject to thefollowing provision:

The licensee may make changes to the approved fire protection program without prior approval of the Commission only if thosechanges would not adversely affect the ability to achieve andmaintain safe shutdown in the event of a fire.C. This renewed license shall be deemed to contain and is subject to the conditions specified in the following Commission regulations in 10 CFR Chapter 1: Part 20,Section 30.34 of Part 30, Section 40.41 of Part 40, Sections 50.54 and 50.59 ofPart 50, and Section 70.32 of Part 70; is subject to all applicable provisions of theAct and to the rules, regulations, and orders of the Commission now or hereafter in effect; and is subject to the additional conditions specified or incorporated below:(1) Maximum Power LevelThe licensee is authorized to operate the facility at steady state reactorcore power levels not in excess of 2923 megawatts (thermal).

(2) Technical Specifications The Technical Specifications contained in Appendix A, as revised throughAmendment No.2-9-,

are hereby incorporated in the license.

DukeEnergy Progress, Inc. shall operate the facility in accordance with theTechnical Specifications.

Renewed License No. DPR-62Amendment No. 2-94 Enclosure 1Attachment 2 toRA-14-0029 Enclosure 1Attachment 2Shearon Harris Nuclear Power PlantMarked Changes to Current FOL NPF-63 Enclosure 1Attachment 2 toRA-1 4-0029Page 1 of 4Shearon Harris Nuclear Power Plant, Unit No. 1,Docket No. 50-400 / Renewed License No. NPF-63DUKE ENERGY PROGRESS, INC.NORTH CAROLINA EASTERN MUNICIPAL POWER AGENCYDOCKET NO.50-400SHEARON HARRIS NUCLEAR POWER PLANT, UNIT 1RENEWED FACILITY OPERATING LICENSERenewed License No. NPF-63The Nuclear Regulatory Commission (the Commission or the NRC) has found that:A. The application for renewal of the license filed by the Carolina Power & LightCompany' (CP&L) for itself, --In the NoFrth cA.'Ro.^'

rc2,tFR MUiGipal Po9...Age..e- "ta ....nses), complies with the standards and requirements of theAtomic Energy Act of 1954, as amended (the Act), and the Commission's regulations set forth in 10 CFR Chapter I, and all required notifications to otheragencies or bodies have been duly made;B. Construction of the Shearon Harris Nuclear Power Plant, Unit 1, (the facility) hasbeen substantially completed in conformity with Construction Permit No.CPPR-158 and the application, as amended, the provisions of the Act, and theregulations of the Commission; C. Actions have been identified and have been or will be taken with respect to (1)managing the effects of aging during the period of extended operation on thefunctionality of structures and components that have been identified to requirereview under 10 CFR 54.21(a)(1);

and (2) time-limited aging analysis that havebeen identified to require review under 10 CFR 54.21 (c), such that there isreasonable assurance that the activities authorized by the renewed operating license will continue to be conducted in accordance with the current licensing basis, as defined in 10 CFR 54.3, for the facility, and that any changes made tothe facility's current licensing basis in order to comply with 10 CFR 54.29(a) are inaccordance with the Act and the Commission's regulations; D. The facility will operate in conformity with the application, as amended, theprovisions of the Act, and the regulations of the Commission (except asexempted from compliance in Section 2.D. belovw;E. There is reasonable assurance:

(i) that the activities authorized by this operating license 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 set forth in 10 CFR Chapter I (except as exempted from compliance in Section 2.D. below);On April 29, 2013, the name "Carolina Power & Light Company" (CP&L) was changed to "DukeEnergy Progress, Inc."Renewed License No. NPF-63Amendment No. 442.

Enclosure 1Attachment 2 toRA-14-0029 Page 2 of 4Shearon Harris Nuclear Power Plant, Unit No. 1,Docket No. 50-400 / Renewed License No. NPF-63-2-F. Duke Energy Progress, Inc.' is technically qualified to engage in the activities authorized by this license in accordance with the Commission's regulations setforth in 10 CFR Chapter 1;G. The licensees have satisfied the applicable provisions of 10 CFR Part 140,"Financial Protection Requirements and Indemnity Agreements,"

of theCommission's regulations; H. The issuance of this license will not be inimical to the common defense andsecurity or to the health and safety of the public;I. After weighing the environmental,

economic, technical, and other benefits of thefacility against environmental and other costs and considering available alternatives, the issuance of this Renewed Facility Operating License No.NPF-63, subject to the conditions for protection of the environment set forth in theEnvironmental Protection Plan attached as Appendix B, is in accordance with 10CFR Part 51 of the Commission's regulations and all applicable requirements have been satisfied; J. The receipt, possession and use of source, byproduct and special nuclearmaterial as authorized by this license will be in accordance with the Commission's regulations in 10 CFR Parts 30, 40, and 70.2. Based on the foregoing findings and the Partial Initial Decisions issued by the AtomicSafety and Licensing Board dated February 20,1985, August 20, 1985,December 11, 1985, and April 28, 1986, regarding this facility and pursuant to approvalby the Nuclear Regulatory Commission at a meeting on January 8, 1987, FacilityOperating License No. NPF-63, which supersedes the license for fuel loading and lowpower testing, License No. NPF-53 issued on October 24, 1986, is hereby issued toDuke Energy Progress, Inc. 2rd thm North Caro-lina E6acorn M".-i.ipal P1'2.rAgGleRe (the licensees) as follows:A. This license applies to the Shearon Harris Nuclear Power Plant, Unit 1, apressurized water reactor and associated equipment (the facility) owned by-theNorth Carclina EastFrn Munisipal PoworF AgoncY and Duke EnrMFgy Progrocc, Inc.,and operated by Duke Energy Progress, Inc. The facility is located on thelicensees' site in Wake and Chatham Counties, North Carolina, approximately 16miles southwest of the nearest boundary of Raleigh, and is described in its FinalSafety Analysis Report, as supplemented and amended, and in its Environmental Report, as supplemented and amended;*Duke Energy Progress, Inc. i:

t: a. fo.rth: cARiM -

MURi8.iP'I Por..Ag.Rey-,

O. has exclusive responsibility and control over the physical construction, operation, and maintenance of the facility.

Renewed License No. NPF-63Amendment No. 44a Enclosure 1Attachment 2 toRA- 14-0029Page 3 of 4Shearon Harris Nuclear Power Plant, Unit No. 1,Docket No. 50-400 / Renewed License No. NPF-63-3-B. Subject to the conditions and requirements incorporated herein, the Commission hereby licenses:

(1) Pursuant to Section 103 of the Act and 10 CFR Part 50, Duke EnergyProgress, Inc. to possess, use, and operate the facility at the designated location in Wake and Chatham Counties, North Carolina, in accordance with the procedures and limitations set forth in this license;(2)PU~u~te thee Atad4 rRPF 9 I th eF~iar.Rt MuniGipal PeYMFz Ageney te peaccscc the fekeilit; at th: dersignated leeatleRin Wake and Chatham Co-unticc, North Corcilna, ir AnAMIRAGc Wth theprcourc ndlififtatiOnc.

cet forth in the lionco:1; Deletd'(3) Pursuant to the Act and 10 CFR Part 70, Duke Energy Progress, Inc. toreceive,

possess, and use at any time special nuclear material as reactorfuel, in accordance with the limitations for storage and amounts requiredfor reactor operation, as described in the Final Safety Analysis Report, assupplemented and amended;(4) Pursuant to the Act and 10 CFR Parts 30, 40, and 70, Duke EnergyProgress, Inc. to receive,
possess, and use at any time any byproduct, source and special nuclear material such as sealed neutron sources forreactor startup, sealed sources for reactor instrumentation and radiation monitoring equipment calibration, and as fission detectors in amounts asrequired; (5) Pursuant to the Act and 10 CFR Parts 30, 40, and 70, Duke EnergyProgress, Inc. receive,
possess, and use in amounts as required anybyproduct, source or special nuclear material without restriction tochemical or physical form, for sample analysis or instrument calibration orassociated with radioactive apparatus or components; (6) Pursuant to the Act and 10 CFR Parts 30, 40, and 70, Duke EnergyProgress, Inc. to possess, but not separate, such byproduct and specialnuclear materials as may be produced by the operation of the facilityauthorized herein;(7) Pursuant to the Act and 10 CFR Parts 30 and 40, Duke Energy Progress, Inc. to receive, possess and process for release or transfer to the ShearonHarris site such byproduct material as may be produced by the ShearonHarris Energy and Environmental Center;(8) Pursuant to the Act and 10 CFR Parts 30, 40, and 70, Duke EnergyProgress, Inc. to receive and possess but not separate, such byproduct and special nuclear materials as may be produced by the operation of theBrunswick Steam Electric Plant, Units 1 and 2, and H. B. Robinson SteamElectric Plant, Unit 2.Renewed License No. NPF-63Amendment No. 44-Z Enclosure 1Attachment 2 toRA-1 4-0029Page 4 of 4Shearon Harris Nuclear Power Plant, Unit No. 1,Docket No. 50-400 / Renewed License No. NPF-63-4-C. This license shall be deemed to contain and is subject to the conditions specified in the Commission's regulations set forth in 10 CFR Chapter I and is subject to allapplicable provisions of the Act and to the rules, regulations, and orders of theCommission now or hereafter in effect, and is subject to the additional conditions specified or incorporated below.(1) Maximum Power LevelDuke Energy Progress, Inc. is authorized to operate the facility at reactorcore power levels not in excess of 2948 megawatts thermal (100 percentrated core power) in accordance with the conditions specified herein.(2) Technical Specifications and Environmental Protection PlanThe Technical Specifications contained in Appendix A and theEnvironmental Protection Plan contained in Appendix B, both of which areattached hereto, as revised through Amendment No. -.44, are herebyincorporated into this license.

Duke Energy Progress, Inc. shall operatethe facility in accordance with the Technical Specifications and theEnvironmental Protection Plan.(3) Antitrust Conditions Duke Energy Progress, Inc. shall comply with the antitrust conditions delineated in Appendix C to this license.(4) Initial Startup Test Program (Section 14)1Any changes to the Initial Test Program described in Section 14 of theFSAR made in accordance with the provisions of 10 CFR 50.59 shall bereported in accordance with 50.59(b) within one month of such change.1 The parenthetical notation following the title of many license conditions denotes the section ofthe Safety Evaluation Report and/or its supplements wherein the license condition is discussed.

Renewed License No. NPF-63Amendment No. 4.43 Enclosure 2 toRA-1 4-0029Enclosure 2Asset Purchase Agreement by and betweenDuke Energy Progress, Inc. andNorth Carolina Eastern Municipal Power Agency