ML15009A027

Comment (2) of Unknown Individual on River Bend Station, Unit 1, and Waterford Steam Electric Station, Unit 3; Consideration of Approval of Transfer of License and Conforming Amendment

ML15009A027
Person / Time
Site:	River Bend, Waterford
Issue date:	01/02/2015
From:	- No Known Affiliation
To:	Division of Administrative Services
SECY RAS
References
79FR71803 00002, NRC-2014-0258
Download: ML15009A027 (49)

Text

RULES) .L) DiH`ECTIVESAs of: January 06, 2015Received: January 02, 2015PUBLIC SUBMISSION ' P 2: 2 Status: PendingPostTracking No. ljz-8gep-md37Comments Due: January 02, 2015Submission Type: WebDocket: NRC-2014-0258 1_D F. l F DConsideration of Approval of Transfer of License and Conforming Amendment; River Bend Station, Unit 1, andWaterford Steam Electric Station, Unit 3Comment On: NRC-2014-0258-0001River Bend Station, Unit 1, and Waterford Steam Electric Station, Unit 3; Consideration of Approval ofTransfer of License and Conforming Amendment 9 F 7/ gO3Document: NRC-2014-0258-DRAFT-0002 4 3 /.2.Comment on FR Doc # 2014-28422Submitter InformationName: Anonymous AnonymousGeneral CommentPlease accept for submission my comment on the docket in question. Thank you.I am not an expert on this topic or someone who works in this field, as I am a farmer and landscape designer bytrade and training. However because of my livelihood and how I make my living I am acutely aware, sometimesmore than others, of changes and also contamination in the soil, water, air, and general microclimate, because ofhow they affect growing conditions and crops/plants. I therefore have a close understanding of, and interest inhow contamination from sources such as nuclear plants have affect on both the health of plants/crops, mylivelihood, and health. I have therefore educated myself on this issue and become aware of the followingproblems with the docket/policy change in question.The nuclear energy commission's, along with the federal register's official record, together both show adiscrepancy from that given and understood by the parent company, Entergy, itself, in the name of the newbusiness entity that they are requesting to use to purchase and manage the existing power station.The federal register states:In a series of related transactions, Waterford would be directly transferred to Entergy Louisiana, LLC from ELLRiver Bend would be (1) directly transferred to Entergy Louisiana, LLC pursuant to a merger under theTXBOC, In addition, the general license for the ISFSI held by ELL for Waterford and ESGL for River Bendunder 10 CFR part 72 will transfer with the 10 CFR part 50 license. Following approval of the proposed directand indirect transfers of control of the licenses, Entergy Louisiana, LLC would acquire ownership of Waterfordand River Bend.. SUNSI Review CompleteTemplate = ADM -013E-RIDS= ADM-03Add=~~ 4-,nja (71804 Federal Register / Vol. 79, No. 232 / Wednesday, December 3, 2014 / Notices)The discrepancy in the name: It is 'NOT Entergy Louisiana, LLC as offered by the official federal register andNRC, but rather Entergy Louisiana Power, LLC, and stated in Entergy's document attached below:(River Bend Station, Waterford 3 Steam Electric Station, CNRO-2014-00007Application for Order Approving License Transfers and Conforming License Amendments.)http://pbadupws.nrc.gov/docs/ML 1416/ML 14161 A698.pdfThis transaction creates a number of entities, all LLC's between the parent company, Entergy, and the reactors inquestion. The fact that the agency in charge of overseeing these transactions, the NRC, did not get the finalname right but instead used the name of one of the other 'in-between' LLC's shows that the NRC is acting ineither an incompetent or willfully deceiving manner regarding this issue. -This alone causes alarm and shouldprompt necessary investigation and oversight by powers with the authority to do so, rather than approving andallowing the transfer at this time, and rather than allowing it to proceed under the direction and auspices ofcurrent administrator(s) in charge of such, whether at all, or at least as it is currently set out.The fact in and of itself that many entities are created in between the parent company, Entergy, and thesereactors and that they are LLCs, -does not offer sufficient legal recourse or protection for the public in the eventof problems or issues that may arise from the reactors. It does not encourage and force the parent company tooperate the reactors with the highest form of regulatory oversight and accountability, which should bemandatory for nuclear operations, which have such magnitude, power, and potentially far-reachingconsequences.I propose business entities/structures that offer the highest level of transparency, oversight, and regulation, inregards to any energy generation and transmission, and especially nuclear power operations because of the extrapotential for public disaster and safety concerns if they are managed and set up to maximally protect theirbottom line from lawsuit at the expense and lieu of therefore offering adequate protection for potentially harmedcitizens/the public. I also propose that the controlling entity / business be at least partially state/publicly ownedinstead of 100% privately-held in order to help create this protection. I also propose greater oversight of thebody/administration within the NRC in charge of handling this issue, or for handling by a different body withmore accountability to the public instead of to the nuclear industry.In the name of the well-being and health of current and future generations, I thank you for reviewing and takingthis comment into consideration.AttachmentsEntergyLetter Entergy Operations, Inc.Entergy Nuclear Operations, Inc.440 Hamilton AvenueWhite Plains, NY10601John F. McCannVice President. RegulatoryAssuranceCNRO-2014-00007June 10, 201410 CFR 50.8010 CFR 50.90Director, Office of Nuclear Reactor RegulationU.S. Nuclear Regulatory CommissionOne White Flint North11555 Rockville PikeRockville, MD 20852

Subject:

Entergy Operations, Inc.River Bend Station Unit 1 & ISFSIDocket Nos. 50-458 & 72-49Waterford 3 Steam Electric Station & ISFSIDocket Nos. 50-382 & 72-75Application for Order Approving Transfers of Licenses and Conforming LicenseAmendments

Dear Sir or Madam:

Pursuant to Section 184 of the Atomic Energy Act of 1954, as amended (the Act), 10 CFR50.80, and 10 CFR 50.90, Entergy Operations, Inc. (EOI), acting on behalf of Entergy GulfStates Louisiana, L.L.C. (EGSL) and Entergy Louisiana, LLC (ELL) (together, the Applicants,and EGSL and ELL each being an owner Licensee Entity), as well as their parent companiesand itself, hereby requests that the Nuclear Regulatory Commission (NRC) issue an Orderapproving the transfers of control of the Facility Operating Licenses for River Bend Station UnitI (RBS) and Waterford 3 Steam Electric Station (Waterford) (together, the Facilities), andconforming license amendments. The license transfer approval and conforming amendmentsare necessary to support a proposed transaction whereby EGSL and ELL transfer (or "allocate,"as the term is used in the Texas Business Organizations Code) all their assets and liabilitiesthrough a series of transactions resulting in a new owner licensee for RBS and Waterford. Theproposed transfers will not result in any change in the role of EOI as the licensed operator of theFacilities and will not result in any changes to its technical qualifications.In connection with the proposed transaction, each owner licensee entity will transfer its assetsand liabilities to one or more new entities. The various steps in the transaction that arecontemplated will occur contemporaneously (excepting steps 1 and 2 as discussed in theEnclosure, which will occur, based on the licensees' current estimation, within 10 days prior tothe remaining steps), and when the transactions are complete at the end of the day of closing,each owner licensee will have transferred its assets and liabilities to a new entity, EntergyLouisiana Power, LLC (ELP), that will hold as the owner the respective NRC licenses for RBS CNRO-2014-00007Page 2 of 2and Waterford. This new entity will be owned by a new intermediary holding company namedEntergy Utility Holding Company, LLC. Thus, approval of the license transfers is requiredpursuant to 10 CFR 50.80.License amendments are required for the RBS and Waterford licenses to reflect the new nameof the owner company. The ultimate corporate parent, Entergy Corporation, will remain thesame. Simplified organization charts reflecting the current and post-transfer ownershipstructures are provided as Figures 1 and 2 in the enclosure.The proposed transfers are necessary to permit the combination of the assets and liabilities oftwo utility operating company subsidiaries of Entergy Corporation: EGSL and ELL. Uponconsummation of the proposed transaction, the former assets and liabilities of ELL and EGSLwill be owned by a single operating company, ELP. The combination of ELL and EGSL intoELP is anticipated to create a number of benefits, including regulatory simplification and greateradministrative efficiency, improved financial and operational profile, and the combinedcompany's enhancement of economic development efforts in Louisiana.In summary, the proposed license transfers will be consistent with the requirements set forth inthe Act, NRC regulations, and the relevant NRC licenses and orders. The proposed licensetransfers will not result in any changes in the officers, personnel, or day-to-day operation of theFacilities. The proposed license transfers will not involve any changes to the current licensingbasis of the Facilities other than the licensed owner of the facilities. They will neither have anyadverse impact on the public health and safety nor be inimical to the common defense andsecurity, and the transfer will be consistent with the requirements of the Atomic Energy Act andthe NRC's regulations. These transfers do not involve any ownership, control or domination byany foreign entity.EOI requests that NRC review this Application on a schedule that will permit the issuance ofNRC consent to the license transfers and approval of the conforming amendments as soon asreasonably practical. Such consent should be made immediately effective upon issuance andshould permit the transfers to occur at any time for one year following NRC's approval. Theconforming license amendments should be approved but not issued until the transfers occur.The transaction is subject to other regulatory approvals, and EOI will inform NRC if there areany significant changes in the status of other required approvals or any other developments thathave an impact on the schedule.If NRC requires additional information concerning this license transfer request, please contactBryan Ford, Senior Manager, Fleet Regulatory Assurance, at (601) 368-5516. Service on EOIand the Applicants of comments, hearing requests or intervention petitions, or other pleadings, ifapplicable, should be made to counsel for EOI, Mr. Jager Smith, M-ECH-592, 1340 EchelonParkway, Jackson, MS 39213 (tel: 601-368-5572; e-mail: jsmit83@entergy.com).7 e

Enclosure:

Application For Order Approving License Transfers and Conforming LicenseAmendmentscc: Regional Administrator, RIVNRC site PMs ENCLOSURERIVER BEND STATIONWATERFORD 3 STEAM ELECTRIC STATIONCNRO-2014-00007APPLICATION FOR ORDER APPROVING LICENSE TRANSFERS ANDCONFORMING LICENSE AMENDMENTS UNITED STATES OF AMERICANUCLEAR REGULATORY COMMISSIONIn the Matter of ))Entergy Operations, Inc. ))River Bend Station Unit 1 & ISFSl ) Docket Nos.: 50-458 & 72-49)Waterford 3 Steam Electric Station & ISFSI ) 50-382 & 72-75)AFFIRMATIONI, John F. McCann, being duly sworn, hereby depose and state that I am Vice President,Regulatory Assurance; that I am duly authorized to sign and file with the Nuclear RegulatoryCommission the attached application for order approving transfers of control of licenses andconforming license amendments; that I am familiar with the content thereof; and that the mattersset forth therein are true and correct to the best of my knowledge and belief.J°'IFPresidenat, nReg ula to ry AssuranceState ofCounty ofSubscribed and sworn to me, a Notary Public, in and for the State ofthis /10 day of June, 2014.Notary Public in and for the State ofEILEEN E. O'CONNORNotary Public, Stats of New YorkNo. 4091062Quemlll In Wb "er Co ,Commission Expires January 21,.2; Application for Order Approving License Transfersand Conforming License AmendmentsEntergy Operations, Inc. (All Dockets)River Bend Station Docket Nos. 50-458 & 72-49Waterford 3 Steam Electric Station Docket Nos. 50-382 & 72-75 TABLE OF CONTENTSPageI. IN T R O D U C T IO N ...................................................... ................................................. 1I1. STATEMENT OF PURPOSE OF THE TRANSFERS AND NATURE OF THETRANSACTION MAKING THE TRANSFERS NECESSARY OR DESIRABLE ............ 2III. GENERAL CORPORATE INFORMATION .................................................................. 3IV. FOREIGN OWNERSHIP OR CONTROL .................................................................... 4V. TECHNICAL Q UALIFICATIO NS ................................................................................. 5VI. FINANCIAL Q UALIFICATIO NS ...................... .......................................................... 5A. Financial Q ualifications for O perations ...................................................................... 5B. Decom m issioning Funding .......................................................................................... 6VII. ANTITRUST INFO RMATIO N ................................................................................... 7VIII. RESTRICTED DATA AND CLASSIFIED NATIONAL SECURITY INFORMATION ... 7IX. ENVIRONMENTAL CONSIDERATIONS .................................................................. 7X .G R ID R E LIA B ILITY ..................................................................................................... 7XI. PRICE-ANDERSON INDEMNITY AND NUCLEAR INSURANCE .............................. 8XII. EFFECTIVE DATE AND OTHER REQUIRED REGULATORY APPROVALS ...... 8X III. C O N C LU S IO N ...................................................................................................... 8Figure 1 Simplified Organizational Chart (Current)Figure 2 Simplified Organizational Chart (Post-Transfer)Attachment 1 Proposed Changes to the Facility Operating LicensesAttachment 2 No Significant Hazards Consideration DeterminationAttachment 3 General Corporate Information Regarding NRC Licensed Entities and TheirCorporate Parents I. INTRODUCTIONPursuant to Section 184 of the Atomic Energy Act of 1954, as amended (the Act), 10 CFR50.80, and 10 CFR 50.90, Entergy Operations, Inc. (EOI), acting on behalf of Entergy GulfStates Louisiana, L.L.C. (EGSL), and Entergy Louisiana, LLC (ELL) (together, the Applicants,and EGSL and ELL each being an owner licensee entity), as well as their parent companies anditself, hereby requests that the Nuclear Regulatory Commission (NRC) issue an Orderapproving the transfers of control of the Facility Operating Licenses for River Bend Station Unit1 (RBS) and Waterford 3 Steam Electric Station (Waterford) (together, the Facilities) to a newowner licensee, and conforming amendments. The license transfer approval and conformingamendments are necessary to support a proposed transaction whereby the assets and liabilitiesof EGSL and ELL will be transferred through a series of transactions resulting in a new ownerlicensee for RBS and Waterford, known as Entergy Louisiana Power, LLC (ELP). The proposedtransfers will not result in any change in the role of EOI as the licensed operator of the Facilitiesand will not result in any changes to its technical qualifications.In connection with the proposed transaction, each owner licensee entity will transfer all of itsassets and liabilities to one or more new entities. The various steps in the transaction that arecontemplated will occur contemporaneously (excepting steps 1 and 2, as described below,which will occur, based on the licensees' current estimation, within 10 days prior to theremaining steps), and when the transactions are complete at the end of the day of closing, anew entity, ELP, will hold the respective NRC owners' licenses for RBS and Waterford. Thisnew entity holding the owners' licenses will be owned by a new intermediary holding companynamed Entergy Utility Holding Company, LLC. Thus, approval of the license transfers isrequired pursuant to 10 CFR 50.80. License amendments are required for the RBS andWaterford licenses to reflect the new name of the owner company. The ultimate corporateparent, Entergy Corporation, will remain the same.Simplified organization charts reflecting the current and post-transfer ownership structures areprovided as Figures 1 and 2.Below is a step-by-step list illustrating the material events related to the transaction ascontemplated. The exact order and timing of any particular steps may vary from the descriptionbelow.Step #1 -Each of EGSL and ELL will redeem its outstanding preferred membership interests.Step #2 -EGSL, currently a Louisiana limited liability company, will convert to a Texas limitedliability company (EGS LLC).Step #3 -Entergy Corporation will contribute a portion of the Class B common membershipinterests of Entergy Holdings Company LLC (EHCL) held by it to each of EGS Holdings, Inc.(EGSHI) and Entergy Louisiana Holdings, Inc. (ELHI), and EGSHI and ELHI will subsequentlycontribute the units received by it to EGS LLC and ELL, respectively.Step #4 -Under the Texas Business Organizations Code (TXBOC), EGS LLC will merge all ofits assets (other than the units of Class B common membership interests of EHCL received inStep #3) and liabilities to a newly-formed subsidiary, Entergy Gulf States Power, LLC (EGSPLLC), and ELL will merge all of its assets (other than the units of Class B common membershipinterests of EHCL received in Step #3 and the membership interests of Louisiana Power & LightCompany, LLC (LP&L LLC)) and liabilities to a newly-formed subsidiary, Entergy LouisianaPower, LLC (ELP). Under the TXBOC, each of the entities involved in the mergers, EGS LLC,1 EGSP LLC, ELL and ELP, will survive the merger, except that the specified assets and liabilitieswill be allocated to EGSP LLC and ELP LLC by EGS LLC and ELL, respectively, in suchmergers.Step #5 -EGS LLC will contribute the membership interests of EGSP LLC and the units ofClass B common membership interests of EHCL to LP&L LLC, and ELL will contribute themembership interests of ELP and the units of Class B common membership interests of EHCLto LP&L LLC. As a result of the contributions, EGSP LLC and ELP (the entities holding theformer assets and liabilities of EGS LLC and ELL, respectively) will be subsidiaries of LP&L LLC(the holding company).Simultaneously with the contributions described in this Step #5, LP&L LLC will issue votingpreferred membership interests to third party, unaffiliated investors. The holders of thepreferred membership interests will possess not less than 21% of the voting power of LP&L LLC(for matters submitted to a vote of all the shareholders of LP&L LLC). As a result of thepreferred membership interest issuance, LP&L LLC will have two classes of outstandingmembership interests: (1) common membership interests held by Entergy Corporation, ELL andEGS LLC; and (2) preferred membership interests held by third party, unaffiliated investors.Step #6 -EGSP LLC will merge with and into ELP, with ELP surviving the merger. Immediatelyafter that merger, LP&L LLC will change its name to "Entergy Utility Holding Company, LLC,"and Entergy Energy Company LLC will change its name to "Louisiana Power & Light Company,LLC."Step #7 -EGSHI will convert to a Texas limited liability company, and ELHI will convert to aTexas limited liability company.As noted above, pursuant to 10 CFR 50.90, this application also requests conformingadministrative amendments to reflect the new names of the owner licensee entities and theholding company as referenced in the licenses. Marked-up and typed pages showing therequested conforming changes to the licenses are provided as Attachment 1 to this application.Attachment 2 is an evaluation showing that these changes raise no significant hazardsconsideration. The proposed amendments do no more than conform the licenses to reflect thetransfer action, and as such, they fall within the generic finding of no significant hazardsconsideration provided for in 10 CFR 2.1315.II. STATEMENT OF PURPOSE OF THE TRANSFERS AND NATURE OF THETRANSACTION MAKING THE TRANSFERS NECESSARY OR DESIRABLEThe proposed transfers are necessary to permit the combination of the following, two utilityoperating company subsidiaries of Entergy Corporation: ELL and EGSL. Upon consummationof the proposed transaction, the former assets and liabilities of ELL and EGSL will be owned bya single operating company ELP. The combination of ELL and EGSL into ELP is anticipated tocreate a number of benefits, including regulatory simplification and greater administrativeefficiency, improved financial and operational profile, and the combined company'senhancement of economic development efforts in Louisiana.With respect to regulatory simplification and greater administrative efficiency, both ELL andEGSL are public utilities that are regulated by the Louisiana Public Service Commission (LPSC),as well as by the Federal Energy Regulatory Commission (FERC) and the NRC. Because ELLand EGSL are separate utilities, each entity is subject to separate rate cases, audits andadministrative proceedings. If they were combined into a single utility, however, certainadministrative efficiencies could be achieved in that the number of regulatory proceedings that2 are necessary to regulate the combined entity would be reduced as compared to the number ofregulatory proceedings that are necessary to regulate the two, separate entities.Moreover, a small portion of ELL's operations that is located in the "Algiers" section of NewOrleans is subject to the retail jurisdiction of another regulator, the Council of the City of NewOrleans (Council). In connection with the transaction, it is anticipated that ELL would transfer itsCouncil-jurisdictional Algiers assets to a new company, Entergy Algiers, LLC, which would thenbe transferred to another Entergy Operating Company, Entergy New Orleans, Inc. (ENO). Bymaking that transfer to ENO, ELP would be subject to retail regulation only by the LPSC, asopposed to the dual regulatory structure that exists today, thereby increasing the administrativeefficiencies that the transaction could achieve.1With respect to ELP's improved financial and operational profile, ELL and EGSL, like the U.S.electric utility industry generally, are facing capital challenges over the next decade resultingfrom the need to replace and upgrade aging infrastructure, and meet new reliability standardsand environmental requirements, among other factors. Also, while not a national trend, ELL andEGSL face significant capital challenges over the next decade resulting from the somewhatunique need in the Gulf Coast area to serve growing load. Meeting the foregoing challenges willrequire significant investments in generation, transmission and distribution facilities. If thebusiness combination were to occur, the new, larger company would be better positioned toattract capital to finance needed investments at traditional and cost-effective terms and tomanage uncertainty in the future regarding event risk (e.g., new regulatory requirements ormajor storms) and environmental and security regulations. Specifically, the businesscombination would lead to an improved operational and financial profile for the resultingcompany that would benefit the Companies' customers through potentially lower financing costsand operational savings. The new, combined company's anticipated larger balance sheet isexpected to enhance the Companies' ability to finance their significant, anticipated capitalneeds.It is also anticipated that as compared to ELL and EGSL, ELP will be better positioned tosupport industrial load growth in Louisiana. The Gulf Coast region in which ELL and EGSLoperate is experiencing an economic renaissance in the industrial sector. Specifically, thecombination of low-cost natural gas and low-cost electricity has made Louisiana and the GulfCoast region an attractive location for new businesses. These new businesses will substantiallybenefit the Louisiana economy, and they will allow ELP to better manager rates because thecost of service will be spread over a greater customer base. In turn, rates across ELP's largerservice territory would be lower than they otherwise would have been. Moreover, by combiningELL and EGSL, the two companies, which currently have different rates, will have more uniformrates. Not only will that be attractive to businesses that are considering locating in Louisiana,but the larger company's anticipated ability to access capital at reasonable rates could allowELP to react more cost-effectively and at times more quickly to the needs of new load to buildinfrastructure to support that load.The restructuring is fully consistent with the continued safe operation of the Facilities.Ill. GENERAL CORPORATE INFORMATIONThe following are the names of the corporate entities licensed by the NRC after the transfers:Entergy Operations, Inc.Entergy Louisiana Power, LLC1 Neither River Bend nor Waterford 3 is located in ELL's Algiers territory.3 The following are the names of the parent corporate entities that after the transfers will directlyor indirectly own the Licensee Entity and EOI:Entergy CorporationEGS Holdings, LLCEntergy Gulf States Louisiana, LLCEntergy Louisiana Holdings, LLCEntergy Louisiana, LLCEntergy Utility Holding Company, LLCThe parent company relationships of the licensed corporate entities and related entities bothbefore and after the transfer are reflected in Figures 1 and 2. The information regarding eachcorporate entity required by 10 CFR 50.33(d)(3) is provided in Attachment 3. This information iscurrent for the existing entities and planned for the post-transaction organization. None of thecorporations involved are owned, controlled, or dominated by an alien, a foreign corporation, orforeign government. All of the current and proposed directors and executive personnel of thecorporate entities are citizens of the United States, and their mailing addresses are as shown fortheir respective corporations.IV. FOREIGN OWNERSHIP OR CONTROLEntergy is a publicly traded company, and its securities are traded on the New York StockExchange and are widely held. Section 13(d) of the Securities Exchange Act of 1934, asamended, 15 U.S.C. 78m(d), requires that a person or entity that owns or controls more than5% of the securities of a company must file notice with the Securities and ExchangeCommission (SEC). Based upon Schedule 13G filings with the SEC, E0I is not aware of anyalien, foreign corporation, or foreign government that holds or may hold beneficial ownership ofmore than 5% of the securities of Entergy as of December 31, 2013. However, Barrow, Hanley,Mewhinney & Strauss, LLC, a Delaware corporation, reports that as of December 31, 2013, itowned 5.89% of the voting common stock of Entergy; State Street Corporation, aMassachusetts corporation, reports that as of December 31, 2013, it owned 4.9% of the votingcommon stock of Entergy; Franklin Resources, Inc., a Delaware corporation, Charles B.Johnson, an individual reporting U.S. citizenship, Rupert H. Johnson, Jr., an individual reportingU.S. citizenship, and Franklin Advisers, Inc., a California corporation, collectively report that asof December 31, 2013, they owned 6.2% of the voting common stock of Entergy; T. Rowe PriceAssociates, Inc., a Maryland corporation, reports that as of December 31, 2013, it owned 10.6%of the voting common stock of Entergy; and BlackRock, Inc., a Delaware corporation, reportsthat as of December 31, 2013, it owned 7.6% of the voting common stock of Entergy. None ofthe aforementioned stockholders disclosed any foreign ownership of the shares they hold.Barrow, Hanley, Mewhinney & Strauss, LLC, State Street Corporation, Franklin Resources, Inc.,Charles B. Johnson, Rupert H. Johnson, Jr., Franklin Advisers, Inc., T.Rowe Price Associates,Inc., and BlackRock, Inc., all attest in their Schedule 13G filings that they are U.S. corporationsor citizens. None of these entities has any right to appoint any manager or director of Entergyand has no special voting rights beyond those held by all other voting shareholders of Entergy.Moreover, their SEC filings specifically certify that they did not acquire their respective sharesfor the purpose of or with the effect of changing or influencing the control of Entergy. See 17CFR 240.13d-1(b)&(c) (requirements for Schedule 13G filing).The current and proposed directors and executive officers of Entergy and the Entergysubsidiaries that directly or indirectly own the Applicants are all United States citizens. There isno reason to believe that the Applicants are owned, controlled, or dominated by any alien,foreign corporation, or foreign government. Thus, the transfer of control of the licensed entities4 will not result in any foreign ownership, domination, or control of these entities within themeaning of the Act and 10 CFR 50.38.V. TECHNICAL QUALIFICATIONSThe technical qualifications of EOI are not affected by the proposed license transfers. There willbe no changes in the officers, personnel, or day-to-day operations of the Facilities in connectionwith the transfer of control. It is anticipated that EOI will at all times remain the licensedoperator of the Facilities. The issue of grid reliability and any potential impacts are addressed inSection X below.VI. FINANCIAL QUALIFICATIONSThe Applicants are all direct or indirect, wholly owned subsidiaries of Entergy. Headquartered inNew Orleans, Louisiana, Entergy is an integrated energy company engaged primarily in electricpower production and retail electric distribution operations. Entergy owns and operates powerplants with approximately 30,000 MW of electric generating capacity, including more than10,000 megawatts of nuclear power, making it one of the nation's leading nuclear generators.Entergy delivers electricity to approximately 2.8 million utility customers in Arkansas, Louisiana,Mississippi, and Texas. Entergy generated annual revenues of approximately $11.4 billion in2013 and had approximately 14,000 employees as of December 31, 2013.A. Financial Qualifications For OperationsUnder 10 CFR 50.80(b)(1 )(i), an application for a license transfer must contain all the requestedinformation related to financial qualifications as required by 10 CFR 50.33. An "electric utility" isexempted from the requirement to submit financial qualifications information under 10 CFR50.33(f). "Electric utility" is defined in 10 CFR 50.2 as "any entity that generates or distributeselectricity and which recovers the cost of this electricity, either directly or indirectly, throughrates established by the entity itself or by a separate regulatory authority." ELL and EGSLrecover their cost of electricity for the Facilities either directly or indirectly through ratesestablished by regulatory authorities, and the holder of the owners' licenses following thetransaction, ELP, will continue to do so following the proposed license transfers. As such, theApplicants (and the resulting holder of the owners' licenses) are presumed to be financiallyqualified for operations, and they are exempt from the financial qualifications informationrequirements. EOI recovers its costs from the owner licensee entities, and its financialqualifications are based upon those of the owner licensee entities.ELL, the owner-licensee of Waterford, is an electric utility. ELL directly recovers its costs forWaterford through rates set by the LPSC for most of its service territory, and the Council for asmall service area in Algiers, within New Orleans, Louisiana. ELP will become the owner-licensee for Waterford and will be an electric utility and recover its costs in rates set by theLPSC, with the possibility of the Algiers service area being transferred to Entergy Algiers, LLC,which would itself in turn be transferred to ENO.EGSL, the owner-licensee for RBS, is an electric utility. It directly and indirectly recovers itscosts for a 70% undivided share of RBS through rates established by rate regulators. For theremaining 30% undivided share, EGSL recovers costs through FERC-approved life-of-unitPurchase Power Agreements (PPA) with ENO and ELL. ELP will become the owner-licenseefor RBS and will continue to be an electric utility and recover its costs in rates in the samefashion.5 For the 70% of RBS, EGSL recovers its costs of service directly through rates set by the LPSCand indirectly through FERC tariffs that are captured in a FERC-approved life-of-unit PowerPurchase Agreement (PPA) with Entergy Texas, Inc. (ETI), an electric utility in Texas. ETIpurchases 42.5% of the capacity and energy of the 70% portion of River Bend pursuant to theSystem Agreement Service Schedule MSS-4 (MSS-4).2 This PPA provides for cost of servicerecovery for the costs associated with the portion of RBS that correlates with electricity fromRBS delivered to ETI. This PPA is also subject to the jurisdiction of the PUCT to the extent ofthe determination of the RBS decommissioning collections for the ETI share of RBS. Thesearrangements will continue in effect for ELP. This PPA may also be considered a "costpassthrough contract" with regulated electric utilities in which the electric utilities pay for the costof the electricity they use through cost of service rate recovery.3EGSL also owns a 30% portion of RBS that was formerly owned by Cajun Electric Cooperative,Inc. and that is sometimes referred to as an "unregulated" portion of RBS. However, EGSL'scost of service for the capacity and energy associated with this 30% portion of River Bend isindirectly recovered through regulated rates, because the rates for this capacity and electricityare subject to FERC tariffs that are captured in FERC-approved life-of-unit PPAs with ELL andENO. These PPAs are priced based upon the cost of service pursuant to FERC ServiceSchedule MSS-4, and they are also subject to the jurisdiction of the LPSC. Thesearrangements will continue in effect for ELP. These PPAs may also be considered costpassthrough contracts with regulated electric utilities in which the electric utilities pay for thecost of the electricity they use through cost of service rate recovery.Because it will recover the cost of service for Waterford and RBS through rates established byregulatory agencies, ELP will be an "electric utility" as defined in 10 CFR 50.2 and recover itscosts of service for 100% of Waterford and RBS either directly or indirectly through regulatedrate recovery. As to RBS, these arrangements were reviewed and approved by the NRC inconnection with a prior license transfer approval in 2007.4B. Decommissioning FundingThe financial qualifications of the Applicants to continue to own the Facilities are furtherdemonstrated by the decommissioning funding assurance provided in accordance with 10 CFR50.75(e)(1). Details regarding the status of the decommissioning funding assurance maintainedby the Applicants for the Facilities are provided in the March 29, 2013 decommissioning fundingstatus report submitted by EOI in accordance with 10 CFR 50.75(f).5 An updated 2014 reportreflecting December 31, 2013 balances will be submitted separately in the near future. The2013 report demonstrates and the 2014 update will confirm that there is reasonable assuranceof adequate decommissioning funding that is provided by external sinking funds established bysetting aside funds periodically in nuclear decommissioning trust accounts segregated from thelicensees' assets and outside the licensees' administrative control in accordance with the2 MSS-4 is a FERC-approved tariff that provides the basis for making a unit power purchase betweenEntergy utility operating companies. The pricing pursuant to MSS-4 is based on the cost of service.3 Northern States Power Co. (Monticello Nuclear Generating Plant; Prairie Island Nuclear GeneratingPlant, Units 1 and 2; Prairie Island Independent Spent Fuel Storage Installation), CLI-00-14, 52 NRC 37,49-51 (2000) (even where an entity is not an "electric utility," the existence of a "cost passthrough"contract can be sufficient information to demonstrate financial qualifications).4 Safety Evaluation by the Office of Nuclear Reactor Regulation, Direct Transfer of Facility OperatingLicense No. NPF-47 from Entergy Gulf States, Inc., to Entergy Gulf States Louisiana, LLC andConforming Amendment, Entergy Operations, Inc., River Bend Station (Unit 1), Docket No. 50-458,Nuclear Regulatory Commission, at 3 (Oct. 26, 2007) (ADAMS Accession No. ML072710588).5 CNRO-2013-00006, ADAMS Accession No. ML13092A213.6 requirements of 10 CFR 50.75(e)(1)(ii) for external sinking funds. For the 30% portion of RBS,the external sinking fund (with earnings credited as authorized by the regulations) is currentlyconsidered "prepaid" meeting the requirements of 10 CFR 50.75(e)(1)(i).VII. ANTITRUST INFORMATIONThis Application post-dates the issuance of the operating licenses of the facilities, and thereforeno antitrust review is required or authorized. Based upon the Commission's decision in KansasGas and Electric Co., et al. (Wolf Creek Generating Station, Unit 1), CLI-99-19, 49 NRC 441(1999), the Atomic Energy Act of 1954, as amended, does not require or authorize antitrustreviews of post-operating license transfer applications.The present licenses contain various antitrust conditions. No changes to these conditions arerequired as a result of the proposed license transfers, but instead these conditions can remainin the transferred licenses unmodified. See Standard Review Plan on Transfer and Amendmentof Antitrust Conditions and Antitrust Enforcement, NUREG-1 574, Rev. 2, page 4 & footnote 4(Dec. 2007) ("[I]f the applicant proposes that the conditions remain in the transferred licenseunmodified and will thus become applicable to the new owner/licensee, the staff should normallygrant the request.").VIII. RESTRICTED DATA AND CLASSIFIED NATIONAL SECURITY INFORMATIONThe proposed transfers do not involve any Restricted Data or other Classified National SecurityInformation or result in any change in access to such Restricted Data or Classified NationalSecurity Information. EOI's existing restrictions on access to Restricted Data and ClassifiedNational Security Information are unaffected by the proposed transfers. In compliance withSection 145(a) of the Act, the transferee licensed entities agree that neither Restricted Data norClassified National Security Information will be provided to any individual until the Office ofPersonnel Management investigates and reports to the NRC on the character, associations, andloyalty of such individual, and the NRC determines that permitting such person to have accessto Restricted Data or to Classified National Security Information will not endanger the commondefense and security of the United States.IX. ENVIRONMENTAL CONSIDERATIONSThe requested consent to transfers of control of the facilities' licenses is exempt fromenvironmental review because it falls within the categorical exclusion contained in 10 CFR51.22(c)(21), for which neither an Environmental Assessment nor an Environmental ImpactStatement is required. Moreover, the proposed transfers do not directly affect the actualoperation of the Facilities in any substantive way. The proposed transfers do not involve anincrease in the amounts, or a change in the types, of any radiological effluents that may beallowed to be released off-site, and they involve no increase in the amounts or change in thetypes of non-radiological effluents that may be released off-site. Further, there is no increase inthe individual or cumulative operational radiation exposure, and the proposed transfers have noenvironmental impact.X. GRID RELIABILITYConsistent with General Design Criterion (GDC) 17, each licensee currently provides off-sitepower to its licensed facility over existing transmission facilities that are owned and maintained7 by the licensed entities and functionally controlled by the Midcontinent Independent SystemOperator, Inc. (MISO), a regional transmission organization. Functionally, theseinterconnections will not change as a result of the proposed license transfers. EGSL and ELLutilize a combination of agreements, procedures, protocols, and/or actions to facilitate theavailability of reliable power to the plant sites and to respond accordingly to any problems withoff-site power. These arrangements will continue to require that each site is to be provided withan assured source of off-site power.The obligations of the licensed entities and MISO will provide adequate assurance that: (1) theFacilities will be provided with a continued source of off-site power; and (2) the arrangements forcontrolling operation, maintenance, repair, and other activities with respect to the Facilities'switching stations, the transmission lines, and the switchyards will continue to provide a reliablesource of off-site power.Xl. PRICE-ANDERSON INDEMNITY AND NUCLEAR INSURANCEIn accordance with Art. IV.2 of the NRC Price-Anderson indemnity agreements for the Facilities,EOI requests NRC approval of the assignment and transfer each of the transferor's applicableinterests in the indemnity agreements to ELP. The only revisions to the indemnity agreementsthat are required amendments to reflect the name of ELP. The licensee entities will maintainthe required nuclear property damage insurance pursuant to 10 CFR 50.54(w) and nuclearenergy liability insurance pursuant to Section 170 of the Act and 10 CFR Part 140.XII. EFFECTIVE DATE AND OTHER REQUIRED REGULATORY APPROVALSAccordingly, EOI requests that NRC review this Application on a schedule that will permit theissuance of NRC consent to the license transfers and approval of the conforming amendmentsas soon as reasonably practical. Such consent should be made immediately effective uponissuance and should permit the transfers to occur at any time within a year after issuance. Theconforming license amendments should be approved but not issued until the transfers occur.EOI will inform the NRC if there are any significant changes in the status of any other requiredapprovals or any other developments that have an impact on the schedule.XIII. CONCLUSIONBased upon the foregoing information, EOI respectfully requests, on behalf of the Applicantsand itself, that the NRC issue an Order consenting to the license transfers and approve theconforming license amendments to the RBS and Waterford licenses. The proposed licensetransfers will be consistent with the requirements of the Atomic Energy Act, NRC regulationsand regulatory guidance. The transfers of the licenses will not be inimical to the commondefense and security and do not involve foreign ownership, control or domination.8 Figure 1: SIMPLIFIED ORGANIZATION CHART -CURRENTEntergy gulf StatesLouisiana, LLC.(-EGSL")RIVER BEND9 Figure 2: SIMPLIFIED ORGANIZATION CHART -POST-TRANSFER10 CNRO-2014-0007Attachment 1Page 1 of 25Proposed Changes to the Facility Operating Licenses (FOL)-RBS FOL changes -clean pages (4 pages)-RBS FOL changes -markup pages (4 pages)-Waterford FOL changes -clean pages (6 pages)-Waterford FOL changes -markup pages (6 pages)

CNRO-2014-0007Attachment 1RBS FOL changes -clean pages (4 pages) lip% STATES0NUCLEAR REGULATORY COMMISSIONS WASHINGTON, D.C. 20555-0001ENTERGY LOUISIANA POWER, LLC**ANDENTERGY OPERATIONS, INC.DOCKET NO. 50-458RIVER BEND STATION, UNIT 1FACILITY OPERATING LICENSELicense No. NPF-471. The Nuclear Regulatory Commission (the Commission or the NRC) has found that:A. The application for license filed by Gulf States Utilities Company (now renamedEntergy Louisiana Power, LLC), acting on behalf of itself and Cajun Electric PowerCooperative***, complies with the standards and requirements of the Atomic EnergyAct of 1954, as amended (the Act), and the Commission's regulations set forth in 10CFR Chapter I, and all required notifications to other agencies or bodies have beenduly made;B. Construction of the River Bend Station, Unit 1 (the facility) has been substantiallycompleted in conformity with Construction Permit No. CPPR-145 and the application,as amended, the provisions of the Act and the regulations of the Commission;C. The facility will operate in conformity with the application, as amended, the provisionsof the Act, and the regulations of the Commission;D. There is reasonable assurance: (1) that the activities authorized by this operatinglicense 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'sregulations set forth in 10 CFR Chapter I;E. Entergy Operations, Inc.* (EOI) is technically qualified to engage in the activitiesauthorized by this operating license in accordance with the Commission's regulationsset forth in 10 CFR Chapter I;* EOI is authorized to act as agent for Entergy Louisiana Power, LLC, and has exclusiveresponsibility and control over the physical[construction, operation and maintenance of thefacility.** Entergy Gulf States Louisiana, LLC, restructured its organization. Entergy Louisiana Power,LLC was the resulting owner of River Bend Station.Entergy Gulf States, Inc. was authorized to act as agent for Cajun Electric Power Cooperativeprior to the transfer of Cajun Electric Power Cooperative's 30% ownership interest in River Bendto Entergy Gulf States, Inc. Entergy Gulf States, Inc. was merged into Entergy Gulf StatesLouisiana, LLC. Entergy Gulf States Louisiana, LLC has merged into Entergy Louisiana Power,LLC.Amendment No. F. Entergy Louisiana Power, LLC and EOI have satisfied the applicable provisions of10 &F Part 140, "Financial Protection Requirements and IndemnityAgreements," of the Commission's regulations;G. The issuance of this license will not be inimical to the common defense andsecurity or to the health and safety of the public;H. After weighing the environmental economic, technical, and other benefits of thefacility against environmental and other costs and considering availablealternatives, the issuance of Facility Operating License No. NP F-47, subject to theconditions for protection of the environment set forth herein, is in accordance with10 CFR Part 51 of the Commission's regulations and all applicable requirementshave been satisfied; andThe receipt, possession, and use of source, byproduct and special nuclearmaterial as authorized by this license will be in accordance with the Commission'sregulations in 10 CFR Parts 30, 40 and 70.2. Based on the foregoing findings and approval by the Nuclear Regulatory Commission ata meeting on November 15, 1985, the License Tor Fuel Loading and Low Power Testing,License No. NPF-40, issued on August 29, 1985, is superseded by Facility OperatingLicense NPF-47 hereby issued to EOI and Entergy Louisiana Power, LLC (the licensees),to read as follows:A. This license applies to the River Bend Station, Unit 1, a boiling water nuclearreactor and associated equipment, owned by Entergy Louisiana Power, LLC andoperated by EOI. The facility is located approximately 2 miles east of theMississippi River in West Feliciana Parish, Louisiana, approximately 2.7 milessoutheast of St. Francisville, Louisiana and approximately 18 miles northwest ofthe city limits of Baton Rouge, Louisiana, and is described in the "Final SafetyAnalysis Report, as supplemented and amended, and in the EnvironmentalReport-Operating License Stage, as supplemented and amended.B. Subject to the conditions and requirements incorporated herein, theCommission hereby licenses:(1) Entergy Louisiana Power, LLC to possess the facility at thedesignated location in West Feliciana Parish, Louisiana, inaccordance with the procedures and limitations set forth in thislicense;(2) EOI, pursuant to Section 103 of the Act and 10 CFR Part 50, topossess, use and operate the facility at the above designated locationin accordance with the procedures and limitations set forth in thislicense;Amendment No. 7--79-884-1-, 4-58 (3) EOI, pursuant to the Act and 10 CFR Part 70, to receive, possess andto use at any time special nuclear material as reactor fuel, inaccordance with the limitations for storage and amounts required forreactor operation, as described in the Final Safety Analysis Report, assupplemented and amended;(4) EOI, pursuant to the Act and 10 CFR Parts 30, 40 and 70, to receive,possess, and use at any time any byproduct, source and specialnuclear material as sealed neutron sources for reactor startup, sealedsources for reactor instrumentation and radiation monitoringequipment calibration, and as fission detectors in amounts asrequired;(5) EOI, pursuant to the Act and 10 CFR Parts 30, 40 and 70, to receive,possess, and use in amounts as required any byproduct, source orspecial nuclear material without restriction to chemical or physicalform, for sample analysis or instrument calibration or associated withradioactive apparatus or components; and(6) EOI, pursuant to the Act and 10 CFR Parts 30, 40 and 70, to possess,but not separate, such byproduct and special nuclear materials as maybe produced by the operation of the facility.C. This license shall be deemed to contain and is subject to the conditionsspecified in the Commission's regulations set forth in 10 CFR Chapter I and issubject to all applicable provisions of the Act and to the rules, regulations andorders of the Commission now or hereafter in effect; and is subject to theadditional conditions specified or incorporated below:(1) Maximum Power LevelEOI is authorized to operate the facility at reactor core power levelsnot in excess of 3091 megawatts thermal (100% rated power) inaccordance with the conditions specified herein. The items identifiedin Attachment 1 to this license shall be completed as specified.Attachment 1 is hereby incorporated into this license.(2) Technical Specifications and Environmental Protection PlanThe Technical Specifications contained in Appendix A, as revisedthrough Amendment No. [tbd] and the Environmental Protection Plancontained in Appendix B, are hereby incorporated in the license. EOIshall operate the facility in accordance with the TechnicalSpecifications and the Environmental Protection Plan.Amendment No. 480 (3) Antitrust Conditionsa. Entergy Louisiana Power, LLC shall comply with the antitrustconditions in Appendix C, attached hereto, which is herebyincorporated in this license.b. EOI shall not market or broker power or energy from River BendStation, Unit 1. Entergy Louisiana Power, LLC is responsibleand accountable for the actions of its agent, EOI, to the extentsaid agent's actions affect the marketing or brokering of power orenergy from River Bend Station, Unit 1 and, in any way,contravene the antitrust conditions of this paragraph or AppendixC of this license.(4) Seismic and Dynamic Qualification of Seismic Category 1 Mechanicaland Electrical Equipment (Section 3.10, SER and SSER 3)EOI shall complete the requirements of the seismic and dynamicqualification of mechanical and electrical equipment as specified inAttachment 2. Attachment 2 is hereby incorporated into this license.(5) Mark III Related Issues (Section 6.2.1.9, SER and SSER 2)a. EOI shall not use the residual heat removal system in the steamcondensing mode without prior written approval of the staff.b. Prior to startup following the first refueling outage, GSU* shallfurnish the outstanding information identified in Appendix K ofSSER 2 addressing the Mark III containment related issues.(6) Inservice Inspection Program (Section 5.2.4.3 and 6.6.3, SER andSSER 3)GSU shall submit the inservice inspection program for NRC staffreview and approval by September 1, 1986.The original licensee authorized to possess, use and operate the facility was Gulf StatesUtilities Company (GSU). Amendment 88 resulted in a name change for Gulf StatesUtilities Company (GSU) to Entergy Gulf States, Inc. Entergy Gulf States, Inc. mergedinto Entergy Gulf States Louisiana, LLC (conforming Amendment 158 ). Entergy GulfStates Louisiana, LLC has now merged into Entergy Louisiana Power, LLC (conformingAmendment [tbd]).Consequently, historical references to certain obligations of GSUremain in the license conditions.Amendment No. 70 A88, 45 CNRO-2014-0007Attachment 1RBS FOL changes -markup pages (4 pages)

NUNITED STATESNUCLEAR REGULATORY COMMISSIONWASHINGTON, D.C. 20555-0001 PowerENTERGY GULF STATES LOUISIANA. LLC**ANDENTERGY OPERATIONS, INC.DOCKET NO. 50-458RIVER BEND STATION, UNIT 1FACILITY OPERATING LICENSEPower License No. NPF-47The Nuclear Regulatory Commission (th Commission or the NRC) has found that:A. The application for license file by Gulf States Utilities Company (now renamedEntergy Gulf States Louisiana, LC), acting on behalf of itself and Cajun ElectricPower Cooperative***, complies with the standards and requirements of the AtomicEnergy Act of 1954, as amended (the Act), and the Commission's regulations set forthin 10 CFR Chapter I, and all required notifications to other agencies or bodies havebeen duly made;B. Construction of the River Bend Station, Unit 1 (the facility) has been substantiallycompleted in conformity with Construction Permit No. CPPR-145 and the application,as amended, the provisions of the Act and the regulations of the Commission;C. The facility will operate in conformity with the application, as amended, the provisionsof the Act, and the regulations of the Commission;D. There is reasonable assurance: (1) that the activities authorized by this operatinglicense 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'sregulations set forth in 10 CFR Chapter I;E. Entergy Operations, Inc.* (EOI) is technically qualified to engage in the activitiesauthorized by this operating license in accordance with the Commission's regulationsset forth in 10 CFR Chapter I;EOI is authorized to act as agent for Entergy Gulf 'Sates Louisiana, LLC, and has exclusiveresponsibility and control over the physical construction, operation and maintenance of thefacility. --Power** Entergy Gulf States--4fe., restructured its organization. Entergy Gu-f St~ate Louisiana, LLC wasthe resulting owner of River Bend Station.Entergy Gulf States, Inc. was authorized to act as agent for Cajun Electric Power Cooperativeprior to the transfer of Cajun Electric Power Cooperative's 30% ownership interest in River Bendto Entergy Gulf States, Inc. Entergy Gulf States, Inc. has merged into Entergy Gulf StatesLouisiana, LLC.k kk fAmendment No. 740- 7-40I1-,4-68 Power ' F. Entergy Gulf States Louisian-, LLC and EOI have satisfied the applicableprovisions of 10 CFR Part 140, "Financial Protection Requirements and IndemnityAgreements," of the Commission's regulations;G. The issuance of this license will not be inimical to the common defense andsecurity or to the health and safety of the public;H. After weighing the environmental, economic, technical, and other benefits of thefacility against environmental and other costs and considering availablealternatives, the issuance of Facility Operating License No. NPF-47, subject to theconditions for protection of the environment set forth herein, is in accordance with10 CFR Part 51 of the Commission's regulations and all applicable requirementshave been satisfied; andThe receipt, possession, and use of source, byproduct and special nuclearmaterial as authorized by this license will be in accordance with the Commission'sregulations in 10 CFR Parts 30, 40 and 70.2. Based on the foregoing findings and approval by the Nuclear Regulatory Commission ata meeting on November 15, 1985, the License for Fuel Loading and Low Power Testing,License No. NPF-40, issued on August 29, 1985, is superseded by Facility OperatingLicense NPF-47 hereby issued to EOI and Entergy Gulf Statee Louisiana, LLC (thelicensees), to read as follows: __lwe .A. This license applies to the River Bend Station, Unit 1, a boiling water nuclereactor and associated equipment, owned by Entergy GufStates LouisianalpLLCand operated by EOI. The facility is located approximately 2 miles east of theMississippi River in West Feliciana Parish, Louisiana, approximately 2.7 milessoutheast of St. Francisville, Louisiana and approximately 18 miles northwest ofthe city limits of Baton Rouge, Louisiana, and is described in the "Final SafetyAnalysis Report, as supplemented and amended, and in the EnvironmentalReport-Operating License Stage, as supplemented and amended.B. Subject to the conditions and requirements incorporated herein, theCommission hereby licenses: Power(1) Entergy Gulf-, ates Louisiana, LLC to possess the facility at thedesignated location in West Feliciana Parish, Louisiana, inaccordance with the procedures and limitations set forth in thislicense;(2) EOI, pursuant to Section 103 of the Act and 10 CFR Part 50, topossess, use and operate the facility at the above designated locationin accordance with the procedures and limitations set forth in thislicense;Amendment No. 70-7-9-88-1-04, 4-8 (3) EOI, pursuant to the Act and 10 CFR Part 70, to receive, possess andto use at any time special nuclear material as reactor fuel, inaccordance with the limitations for storage and amounts required forreactor operation, as described in the Final Safety Analysis Report, assupplemented and amended;(4) EOI, pursuant to the Act and 10 CFR Parts 30, 40 and 70, to receive,possess, and use at any time any byproduct, source and specialnuclear material as sealed neutron sources for reactor startup, sealedsources for reactor instrumentation and radiation monitoringequipment calibration, and as fission detectors in amounts as required;(5) EOI, pursuant to the Act and 10 CFR Parts 30, 40 and 70, to receive,possess, and use in amounts as required any byproduct, source orspecial nuclear material without restriction to chemical or physicalform, for sample analysis or instrument calibration or associated withradioactive apparatus or components; and(6) EOI, pursuant to the Act and 10 CFR Parts 30, 40 and 70, to possess,but not separate, such byproduct and special nuclear materials as maybe produced by the operation of the facility.C. This license shall be deemed to contain and is subject to the conditionsspecified in the Commission's regulations set forth in 10 CFR Chapter I and issubject to all applicable provisions of the Act and to the rules, regulations andorders of the Commission now or hereafter in effect; and is subject to theadditional conditions specified or incorporated below:(1) Maximum Power LevelEOI is authorized to operate the facility at reactor core power levelsnot in excess of 3091 megawatts thermal (100% rated power) inaccordance with the conditions specified herein. The items identifiedin Attachment 1 to this license shall be completed as specified.Attachment 1 is hereby incorporated into this license.(2) Technical Specifications and Environmental Protection PlanThe Technical Specifications contained in Appendix A, as revisedthrough Amendment No. 40-land the Environmental Protection Plancontained in Appendix B, hereby incorporated in the license. EOIshall operate the facility in -cordance with the TechnicalSpecifications and the Envi nmental Protection Plan.[tbd]Amendment No. 180 (3) Antitrust Conditions Pwera. Entergy Gulf States Louisiana, LLC shall comply with theantitrust conditions in Appendix C, attached hereto, which ishereby incorporated in this license.Powerb. EOI shall not market or broker power or ener from River BendStation, Unit 1. Entergy Gulf States Louisiana, LLC isresponsible and accountable for the actions of its agent, EOI, tothe extent said agent's actions affect the marketing or brokeringof power or energy from River Bend Station, Unit 1 and, in anyway, contravene the antitrust conditions of this paragraph orAppendix C of this license.(4) Seismic and Dynamic Qualification of Seismic Category 1 Mechanicaland Electrical Equipment (Section 3.10, SER and SSER 3)EOI shall complete the requirements of the seismic and dynamicqualification of mechanical and electrical equipment as specified inAttachment 2. Attachment 2 is hereby incorporated into this license.(5) Mark III Related Issues (Section 6.2.1.9, SER and SSER 2)a. EOI shall not use the residual heat removal system in the steamcondensing mode without prior written approval of the staff.b. Prior to startup following the first refueling outage, GSU* shallfurnish the outstanding information identified in Appendix K ofSSER 2 addressing the Mark III containment related issues.(6) Inservice Inspection Program (Section 5.2.4.3 and 6.6.3, SER andSSER 3)GSU shall submit the inservice inspection program for NRC staffreview and approval by September 1, 1986.The original licensee authorized to possess, use and operate the facility was Gulf StatesUtilities Company (GSU). Amendment 88 resulted in a name change for Gulf StatesUtilities Company (GSU) to Entergy Gulf States, Inc. Entergy Gulf States, Inc. ha Reowmerged into Entergy Gulf States Louisiana, LLC (conforming Amendment 158 ).Consequently, historical references to certain obligations of GSU remain in the Ii nseconditions.IEntergy Gulf States Louisiana, LLC has now merged into EntergyILouisiana Power, LLC (conforming Amendment [tbd]).Amendment No. 7-0-7-O-8, 4-68 CNRO-2014-0007Attachment 1Waterford FOL changes -clean pages (6 pages)

ENTERGY LOUISIANA POWER, LLCENTERGY OPERATIONS, INC.DOCKET NO. 50-382WATERFORD STEAM ELECTRIC STATION, UNIT 3FACILITY OPERATING LICENSELicense No. NPF-38Amendment No.The Nuclear Regulatory Commission (the Commission or the NRC) has foundthat:A. The application for license filed by Entergy Louisiana Power, LLC complies with thestandards and requirements of the Atomic 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 other agencies or bodies have been dulymade;B. Construction of the Waterford Steam Electric Station, Unit 3 (facility), hasbeen substantially completed in conformity with Construction Permit No.CPPR-1 03 and the application as amended, the provisions of the Act, andregulations of the Commission;C. 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 1.1 and 2.D below);D. There is reasonable assurance: (i) that the activities authorized by thisoperating license can be conducted without endangering the health andsafety of the public, and (ii) that such activities will be conducted incompliance with the Commission's regulations set forth in 10 CFR Chapter I(except as exempted from compliance in Sections 1.1 and 2.D below);AMENDMENT NO. 134,203 E. Entergy Operations, Inc. (EOI) is technically qualified to engage in the activitiesauthorized by this operating license in accordance with the Commission'sregulations set forth in 10 CFR Chapter I;F. Entergy Louisiana Power, LLC has satisfied the applicable provisions of 10 CFR Part140, "Financial Protection Requirements and Indemnity Agreements", of theCommission's regulations;G. The issuance of this license will not be inimical to the common defense andsecurity or to the health and safety of the public;H. After weighing the environmental, economic, technical, and other benefits of thefacility against environmental and other costs, and after considering availablealternatives, the issuance of the Facility Operating License No. NPF-38, subject tothe conditions for protection of the environment set forth in the EnvironmentalProtection Plan attached as Appendix B, is in accordance with 10 CFR Part 51 ofthe Commission's regulations and all applicable requirements have been satisfied;andI. The receipt, possession, and use of source, byproduct, and special nuclear materialas authorized by this license will be in accordance with the Commission'sregulations in 10 CFR Part 30, 40 and 70, except that an exemption to theprovisions of 10 CFR 70.24 is granted as described in Supplement No. 8 to theSafety Evaluation Report. This exemption is authorized under 10 CFR 70.24(d)and will not endanger life or property or the common defense and security and isotherwise in the public interest.2. Pursuant to approval by the Nuclear Regulatory Commission at a meeting on March 15,1985, the license for fuel loading and low power testing, License No. NPF-26, issued onDecember 18, 1984, is superseded by Facility Operating License No. NPF-38 herebyissued to Entergy Louisiana Power, LLC and Entergy Operations, Inc. to read as follows:A. This license applies to the Waterford Steam Electric Station, Unit 3, a pressurizedwater reactor and associated equipment (the facility), owned by Entergy LouisianaPower, LLC. The facility is located on the Entergy Louisiana Power, LLC site in St.Charles Parish, Louisiana and is described in the Entergy Louisiana Power, LLCFinal Safety Analysis Report as amended, and the Environmental Report asamended.AMENDMENT NO. 4-34, 203 B. Subject to the conditions and requirements incorporated herein, the Commissionhereby licenses:1. Entergy Louisiana Power, LLC, pursuant to Section 103 of the Act and 10CFR Part 50, to possess but not operate the facility at the designatedlocation in St. Charles Parish, Louisiana in accordance with the proceduresand limitations set forth in this license;2. EOI, pursuant to Section 103 of the Act and 10 CFR Part 50, to possess,use and operate the facility at the designated location in St. CharlesParish, Louisiana in accordance with the procedures and limitations setforth in this license;3. EOI, pursuant to the Act and 10 CFR Part 70, to receive, possess, anduse at any time at the facility site and as designated solely for the facility,special nuclear material as reactor fuel, in accordance with the limitationsfor storage and amounts required for reactor operation, as described inthe Final Safety Analysis Report, as supplemented and amended.4. EOI, pursuant to the Act and 10 CFR Parts 30, 40, and 70, to receive,possess, and use at any time any byproduct, source and special nuclearmaterial as sealed neutron sources for reactor startup, sealed sources forreactor instrumentation and radiation monitoring equipment calibration,and as fission detectors in amounts as required;5. EOI, pursuant to the Act and 10 CFR Parts 30, 40, and 70, to receive,possess, and use in amounts as required any byproduct, source orspecial nuclear material without restriction to chemical or physical form,for sample analysis or instrument calibration or associated withradioactive apparatus or components; and6. EOI, pursuant to the Act and 10 CFR Parts 30, 40, and 70, to possess,but not separate, such byproduct and special nuclear materials as may beproduced by the operation of the facility authorized herein.7. (a) Entergy Louisiana Power, LLC, to transfer any portion of its 100%undivided ownership interest (up to and inclusive $515 million ofaggregate appraised value) in the facility to equity investors, andat the same time lease back for such equity investors, suchinterests sold in the facility and receive from such equity investors,consistent with Entergy Louisiana Power, LLC leases, the right touse and enjoy the benefits of the undivided ownership interests soldIin the facility. The terms of the leases are for approximately 27 1/2/2years subject to right of renewal. Such sale and leasebacktransactions are subject to the condition that the equity investorsand anyone else who may acquire an interest under thistransaction(s) are prohibited from excising directlyAMENDMENT NO. 4-34,2-W or indirectly any control over (i) the facility, (ii) power or energyproduced by the facility, or (iii) the licensees of the facility.Further, any rights acquired under this authorization may beexercised only in compliance with and subject to the requirementsand restrictions of this operating license, the Atomic Energy Act of1954, as amended, and the NRC's regulations. For purposes ofthis condition, the limitations of 10 CFR 50.81, as now in effectand as they may be subsequently amended, are fully applicable tothe equity investors and any successors in interest to the equityinvestors, as long as the license for the facility remains in effect.(b) Entergy Louisiana Power, LLC (or its designee) to notify the NRC inwriting prior to any change in (i) the terms or conditions of anylease agreements executed as part of the above authorizedfinancial transactions, (ii) any facility operating agreementinvolving a licensee that is in effect now or will be in effect in thefuture, or (iii) the existing property insurance coverages for thefacility, that would materially alter the representations andconditions, set forth in the staffs Safety Evaluation enclosed to theNRC letter dated September 18, 1989. In addition, EntergyLouisiana Power, LLC or its designee is required to notify the NRCof any action by equity investors or successors in interest toEntergy Louisiana Power, LLC that may have an effect on theoperation of the facility.C. This license shall be deemed to contain and is subject to the conditions specified inthe Commission's regulations set forth in 10 CFR Chapter 1 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 conditionsspecified or incorporated below:1 .Maximum Power LevelEOI is authorized to operate the facility at reactor core power levels not inexcess of 3716 megawatts thermal (100% power) in accordance with theconditions specified herein.2. Technical Specifications and Environmental Protection PlanThe Technical Specifications contained in Appendix A, as revised throughAmendment No. 240, and the Environmental Protection Plan contained inAppendix B, are hereby incorporated in the license. EOI shall operate thefacility in accordance with the Technical Specifications and theEnvironmental Protection Plan.AMENDMENT NO. 240 I 3. Antitrust Conditions(a) Entergy Louisiana Power, LLC shall comply with the antitrust licenseconditions in Appendix C to this license.(b) Entergy Louisiana Power, LLC is responsible and accountable for theactions of its agents to the extent said agent's actions contravene theantitrust license conditions in Appendix C to this license.4. Broad Range Toxic Gas Detectors (Section 2.2.1. SSER 6*)Prior to startup following the first refueling outage, the licensee+ shallpropose technical specifications for the Broad Range Toxic Gas DetectionSystem for inclusion in Appendix A to this license.5. Initial Inservice Inspection Program (Section 6.6, SSER 5)By June 1, 1985, the licensee must submit an initial inservice inspectionprogram for staff review and approval.6. Environmental Qualification (Section 3.11. SSER 8)Prior to November 30, 1985, the licensee shall environmentally qualify allelectrical equipment according to the provisions of 10 CFR 50.49.7. Axial Fuel Growth (Section 4.2. SSER 5)Prior to entering Startup (Mode 2) after each refueling, the licensee shalleither provide a report that demonstrates that the existing fuel elementassemblies (FEA) have sufficient available shoulder gap clearance for atleast the next cycle of operation, or identify to the NRC and implement amodified FEA design that has adequate shoulder gap clearance for at leastthe next cycle of operation. This requirement will apply until the NRCconcurs that the shoulder gap clearance provided is adequate for the designlife of the fuel.*The parenthetical notation following the title of many license conditions denotes the section of theSafety Evaluation Report and/or its supplements wherein the license condition is discussed.+The license originally authorized Louisiana Power and Light Company (LP&L) to possess, use andoperate the facility. Consequently, certain historical references applicable to LP&L as the "Licensee"appear in these license conditions.AMENDMENT NO. 4,34,2G3 F. Except as otherwise provided in the Technical Specifications or theEnvironmental Protection Plan, EOI shall report any violations of therequirements contained in Section 2.C of this license in the following manner.Initial notification shall be made within 24 hours2.777778e-4 days <br />0.00667 hours <br />3.968254e-5 weeks <br />9.132e-6 months <br /> to the NRC Operations Centervia the Emergency Notification System with written follow-up within 30 days inaccordance with the procedures described in 10 CFR 50.73(b), (c) and (e).G. Entergy Louisiana Power, LLC shall have and maintain financial protection of suchtype and in such amounts as the Commission shall require in accordance withSection 170 of the Atomic Energy Act of 1954, as amended, to cover publicliability claims.H. This license is effective as the date of issuance and shall expire at midnight onDecember 18, 2024.FOR THE NUCLEAR REGULATORYCOMMISSIONoriginal signed by H.R. DentonHarold R. Denton, DirectorOffice of Nuclear Reactor Regulation

Enclosures:

1. (DELETED)2. Attachment 23. Appendix A (Technical Specifications) (NUREG-1 117)4. Appendix B (Environmental Protection Plan)5. Appendix C (Antitrust Conditions)Date of Issuance: March 16, 1985AMENDMENT NO. 248 CNRO-2014-0007Attachment 1Waterford FOL changes -markup pages (6 pages)

ýr-PowerIENTERGY LOUISIANA. LLCENTERGY OPERATIONS, INC.IDOCKET NO. 50-382WATERFORD STEAM ELECTRIC STATION, UNIT 3FACILITY OPERATING LICENSELicense No. NPF-38Amendment No. 2-9The Nuclear Regulatory Commission (the Commission or the NRC) has foundthat: -lPowerA. The application for license filed by Entergy Louisiana,"LLC complies with thestandards and requirements of the Atomic 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 other agencies or bodies have been dulymade;B. Construction of the Waterford Steam Electric Station, Unit 3 (facility), hasbeen substantially completed in conformity with Construction Permit No.CPPR-1 03 and the application as amended, the provisions of the Act, andregulations of the Commission;C. 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 1.1 and 2.D below);D. There is reasonable assurance: (i) that the activities authorized by thisoperating license can be conducted without endangering the health andsafety of the public, and (ii) that such activities will be conducted incompliance with the Commission's regulations set forth in 10 CFR Chapter I(except as exempted from compliance in Sections 1.1 and 2.D below);IAMENDMENT NO. +34, 203 E. Entergy Operations, Inc. (EOI) is technically qualified to engage in the activitiesauthorized by this operating license in accordance with the Commission'sregulations set forth in 10 CFR Chapter I;PowerIF. Entergy Louisiana, LLC has satisfied the applicable provisions of 10 CFR Part 140,"Financial Protection Requirements and Indemnity Agreements", of theCommission's regulations;G. The issuance of this license will not be inimical to the common defense andsecurity or to the health and safety of the public;H. After weighing the environmental, economic, technical, and other benefits of thefacility against environmental and other costs, and after considering availablealternatives, the issuance of the Facility Operating License No. NPF-38, subject tothe conditions for protection of the environment set forth in the EnvironmentalProtection Plan attached as Appendix B, is in accordance with 10 CFR Part 51 ofthe Commission's regulations and all applicable requirements have been satisfied;and1. The receipt, possession, and use of source, byproduct, and special nuclear materialas authorized by this license will be in accordance with the Commission'sregulations in 10 CFR Part 30, 40 and 70, except that an exemption to theprovisions of 10 CFR 70.24 is granted as described in Supplement No. 8 to theSafety Evaluation Report. This exemption is authorized under 10 CFR 70.24(d)and will not endanger life or property or the common defense and security and isotherwise in the public interest.2. Pursuant to approval by the Nuclear Regulatory Commission at a meeting on March 15,1985, the license for fuel loading and low power testing, License No. NPF-26, issued onDecember 18, 1984, is superseded by Facility Operating License No. NPF-38 herebyissued to Entergy LouisianaLLC and Entergy Operations, Inc. to read as follows:PowerA. This license applies to the'ate ord Steam Electric Station, Unit 3, a pressurizedwater reactor and associated equipment (the facility), owned by Entergy Louisiana,LLC. The facility is located on the Entergy Louisiang, LLC site in St. CharlesParish, Louisiana and is described in the Entergy)&is LLC Final SafetyAnalysis Report as amended, and the Environ ntal Repi as amended.POwerI Power PwAMENDMENT NO. -3,4, 2Q B. Subject to the conditions and requirements incorporated herein, the Commissionhereby licenses: Power1. Entergy Louisiana, LLC, pursuant to Section 103 of the Act and 10 CFRPart 50, to possess but not operate the facility at the designated locationin St. Charles Parish, Louisiana in accordance with the procedures andlimitations set forth in this license;2. EOI, pursuant to Section 103 of the Act and 10 CFR Part 50, to possess,use and operate the facility at the designated location in St. CharlesParish, Louisiana in accordance with the procedures and limitations setforth in this license;3. EOI, pursuant to the Act and 10 CFR Part 70, to receive, possess, anduse at any time at the facility site and as designated solely for the facility,special nuclear material as reactor fuel, in accordance with the limitationsfor storage and amounts required for reactor operation, as described inthe Final Safety Analysis Report, as supplemented and amended.4. EOI, pursuant to the Act and 10 CFR Parts 30, 40, and 70, to receive,possess, and use at any time any byproduct, source and special nuclearmaterial as sealed neutron sources for reactor startup, sealed sources forreactor instrumentation and radiation monitoring equipment calibration,and as fission detectors in amounts as required;5. EOI, pursuant to the Act and 10 CFR Parts 30, 40, and 70, to receive,possess, and use in amounts as required any byproduct, source orspecial nuclear material without restriction to chemical or physical form,for sample analysis or instrument calibration or associated withradioactive apparatus or components; and6. EOI, pursuant to the Act and 10 CFR Parts 30, 40, and 70, to possess,but not separate, such byproduct and special nuclear materials as may beproduced by the operation of the facility authorized herein.PowerI7. (a) Entergy Louisiana; LLC, totrainsfer any portion of its 100%undivided ownership interest (up to and inclusive $515 million ofaggregate appraised value) in the facility to equity investors, andat the same time lease back for such equity investors, suchinterests sold in the facility and receive from such equity investors,consistent with Entergy Louisian , LLC leases, the right to useand enjoy the benefits of the unlided ownership interests sold inthe facility. The terms of the lea s are for approximately 27 /2years subject to right of renewal. Such sale and leasebacktransactions are subject to the c ndition that the equity investorsand anyone else who may acqui e an interest under thistransaction(s) are prohibited fro excising directlyPowerAMENDMENT NO. +34,2-Wa or indirectly any control over (i) the facility, (ii) power or energyproduced by the facility, or (iii) the licensees of the facility.Further, any rights acquired under this authorization may beexercised only in compliance with and subject to the requirementsand restrictions of this operating license, the Atomic Energy Act of1954, as amended, and the NRC's regulations. For purposes ofthis condition, the limitations of 10 CFR 50.81, as now in effectand as they may be subsequently amended, are fully applicable tothe equity investors and any successors in interest to the equityinvestors, as long as the license for the facility remains in effect.Power(b) Entergy Louisiani LLC (or its designee) to notify the NRC inwriting prior to any change in (i) the terms or conditions of anylease agreements executed as part of the above authorizedfinancial transactions, (ii) any facility operating agreementinvolving a licensee that is in effect now or will be in effect in thefuture, or (iii) the existing property insurance coverages for thefacility, that would materially alter the representations andconditions, set forth in the staff's Safety Evaluation enclosed to theNRC letter dated September 18, 1989. In addition, Entergy-Lower t, LLC or its designee is required to notify the NRC of anyI--action by equity investors or successors in interest to EntergyLouisiana, .LC that may have an effect on the operation of thefacility. PowerC. This license shall be deemed to contain and is subject to the conditions specified inthe Commission's regulations set forth in 10 CFR Chapter 1 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 conditionsspecified or incorporated below:1 .Maximum Power LevelEOI is authorized to operate the facility at reactor core power levels not inexcess of 3716 megawatts thermal (100% power) in accordance with theconditions specified herein.2. Technical Specifications and Environmental Protection PlanThe Technical Specifications contained in Appendix A, as revised throughAmendment No. 240, and the Environmental Protection Plan contained inAppendix B, are hereby incorporated in the license. EOI shall operate thefacility in accordance with the Technical Specifications and theEnvironmental Protection Plan.AMENDMENT N 3. Antitrust Conditions ower(a) Entergy Louisiana, LLC shall comply with the antitrust licenseconditions in Appendix C to this license.Power(b) Entergy Louisiana, LLC is responsible and accountable for theactions of its agents to the extent said agent's actions contravene theantitrust license conditions in Appendix C to this license.4. Broad Range Toxic Gas Detectors (Section 2.2.1. SSER 6-)Prior to startup following the first refueling outage, the licensee' shallpropose technical specifications for the Broad Range Toxic Gas DetectionSystem for inclusion in Appendix A to this license.5. Initial Inservice Inspection Program (Section 6.6. SSER 5)By June 1, 1985, the licensee must submit an initial inservice inspectionprogram for staff review and approval.6. Environmental Qualification (Section 3.11. SSER 8)Prior to November 30, 1985, the licensee shall environmentally qualify allelectrical equipment according to the provisions of 10 CFR 50.49.7. Axial Fuel Growth (Section 4.2. SSER 5)Prior to entering Startup (Mode 2) after each refueling, the licensee shalleither provide a report that demonstrates that the existing fuel elementassemblies (FEA) have sufficient available shoulder gap clearance for atleast the next cycle of operation, or identify to the NRC and implement amodified FEA design that has adequate shoulder gap clearance for at leastthe next cycle of operation. This requirement will apply until the NRCconcurs that the shoulder gap clearance provided is adequate for the designlife of the fuel.*The parenthetical notation following the title of many license conditions denotes the section of theSafety Evaluation Report and/or its supplements wherein the license condition is discussed.+The license originally authorized ,in, LLC to possess, use and operate the facility.Consequently, certain historical re ences applicable to L,,tey Leu ,L , L4G as the "Licensee"appear in these license conditions.Louisiana Power and Light Company (LP&L)AMENDMENT NO. +-34,20 F. Except as otherwise provided in the Technical Specifications or theEnvironmental Protection Plan, EOI shall report any violations of therequirements contained in Section 2.C of this license in the following manner.Initial notification shall be made within 24 hours2.777778e-4 days <br />0.00667 hours <br />3.968254e-5 weeks <br />9.132e-6 months <br /> to the NRC Operations Centervia the Emergency Notification System with written follow-up within 30 days inaccordance with the procedures described in 10 CFR 50.73(b), (c) and (e).PowerG. Entergy Louisian, LLC shall have and maintain financial protection of such typeand in such amounts as the Commission shall require in accordance withSection 170 of the Atomic Energy Act of 1954, as amended, to cover publicliability claims.H. This license is effective as the date of issuance and shall expire at midnight onDecember 18, 2024.FOR THE NUCLEAR REGULATORYCOMMISSIONoriginal signed by H.R. DentonHarold R. Denton, DirectorOffice of Nuclear Reactor Regulation

Enclosures:

1. (DELETED)2. Attachment 23. Appendix A (Technical Specifications) (NUREG-1 117)4. Appendix B (Environmental Protection Plan)5. Appendix C (Antitrust Conditions)Date of Issuance: March 16, 1985AMENDMENT NO.-248 I CNRO-2014-0007Attachment 2Page 1 of 1No Significant Hazards Consideration DeterminationThe proposed changes to the licenses are administrative in nature. The proposed changesinclude changes to the headings and a new footnote in each license to reflect the transfers ofthe ownership licenses for River Bend Station Unit 1 from Entergy Gulf States Louisiana, L.L.C.to Entergy Louisiana Power, LLC (ELP), and for Waterford 3 Steam Electric Station fromEntergy Louisiana, LLC to ELP. In its regulations, at 10 CFR 2.1315, the Nuclear RegulatoryCommission (NRC) has made a generic determination regarding No Significant HazardsConsideration determinations required by 10 CFR 50.92. The determination is applicable tolicense amendments involving license transfers. In brief, the rule states that the NRC hasdetermined that any amendment to the license of a utilization facility which does no more thanconform the license to reflect the transfer action does not involve a significant hazardsconsideration. The proposed changes contained in this license amendment application areintended solely to conform the River Bend Station Unit 1 and Waterford 3 Steam Electric Stationlicenses to reflect the new owner licensee, and thus meet the criteria specified by 10 CFR2.1315.1 CNRO-2014-0007Attachment 3Page 1 of 5The following tables provide the information required by 10 CFR 50.33(d)(3)(i) and (ii) for thecorporations that will hold, directly or indirectly, the Facility Operating Licenses for River Bendand Waterford following the transaction.NAME: Entergy CorporationSTATE OF INCORPORATION: DelawareBUSINESS ADDRESS: 639 Loyola AvenueNew Orleans, LA 70113DIRECTORS: Maureen S. BatemanLeo P. Denault (Chairman)Kirkland H. DonaldGary W. EdwardsAlexis M. HermanDonald C. HintzStuart L. LevinickBlanche L. LincolnStewart C. MyersW. J. "Billy" TauzinSteven V. WilkinsonEXECUTIVE OFFICERS: Leo P. Denault -Chairman of the Board and ChiefExecutive OfficerWilliam M. Mohl -President, Entergy WholesaleCommoditiesTheodore H. Bunting, Jr. -Group President UtilityOperationsMarcus V. Brown -Executive Vice President and GeneralCounselAndrew S. Marsh -Executive Vice President and ChiefFinancial OfficerMark T. Savoff -Executive Vice President and ChiefOperating OfficerRoderick K. West -Executive Vice President and ChiefAdministrative OfficerJeffrey S. Forbes -Executive Vice President, NuclearOperations/Chief Nuclear OfficerAlyson M. Mount -Senior Vice President and ChiefAccounting OfficerDonald W. Vinci, Senior Vice President, HumanResources and Chief Diversity Officer1 CNRO-2014-0007Attachment 3Page 2 of 5NAME: Entergy Operations, Inc.STATE OF INCORPORATION: DelawareBUSINESS ADDRESS: 1340 Echelon ParkwayJackson, MS 39213DIRECTORS: Forbes, Jeffrey S.Jacobs, DonnaKowalewski, Joseph A.EXECUTIVE OFFICERS: Forbes, Jeffrey S. -President and Chief ExecutiveOfficerBrown, Marcus V. -Executive Vice President andGeneral CounselKowalewski, Joseph A. -Chief Operating Officer -SouthBrowning, Jeremy G. -Vice President, Operations(Arkansas Nuclear One)Chisum, Michael R. -Vice President, Operations(Waterford 3)Curry, Wanda C. -Vice President, Chief Financial Officer-Nuclear OperationsJames, William J., Jr. -Vice President, Major FleetProjectsMaguire, William F. -Vice President, Operations SupportMcNeal, Steven C. -Vice President and TreasurerMulligan, Kevin J. -Vice President, Operations (GrandGulf Nuclear Station)Olson, Eric W. -Vice President, Site (River Bend Station)Falstad, Daniel T. -SecretaryAluise, Joseph A. -Assistant SecretaryBlaylock, Amy A. -Assistant SecretaryValladares, Mary Ann -Assistant TreasurerGalbraith, Patricia A. -Tax OfficerWichers, Paul J., Jr. -Tax Officer2 CNRO-2014-0007Attachment 3Page 3 of 5NAME: Entergy Gulf States Louisiana, LLCSTATE OF INCORPORATION: Louisiana (to become Texas)BUSINESS ADDRESS: 446 North BoulevardBaton Rouge, LA 70802DIRECTORS: Bunting, Theodore H., Jr.Marsh, Andrew S.Savoff, Mark T.EXECUTIVE OFFICERS: Bunting, Theodore H., Jr. -President and ChiefExecutive OfficerMarsh, Andrew S. -Executive Vice President and ChiefFinancial OfficerBrown, Marcus V., -Executive Vice President andGeneral CounselMount, Alyson M. -Senior Vice President and ChiefAccounting OfficerMcNeal, Steven C. -Vice President and TreasurerFalstad, Daniel T. -SecretaryBalash, Dawn A. -Assistant SecretaryLousteau, Stacey M. -Assistant TreasurerValladares, Mary Ann -Assistant TreasurerGalbraith, Patricia A. -Tax OfficerNAME: Entergy Louisiana, LLCSTATE OF INCORPORATION: TexasBUSINESS ADDRESS: 4809 Jefferson HighwayJefferson, LA 70121DIRECTORS: Bunting, Theodore H., Jr.Marsh, Andrew S.Savoff, Mark T.EXECUTIVE OFFICERS: Bunting, Theodore H., Jr. -President and ChiefExecutive OfficerMarsh, Andrew S. -Executive Vice President and ChiefFinancial OfficerBrown, Marcus V., -Executive Vice President andGeneral CounselMount, Alyson M. -Senior Vice President and ChiefAccounting OfficerMcNeal, Steven C. -Vice President and TreasurerFalstad, Daniel T. -SecretaryBalash, Dawn A. -Assistant SecretaryLousteau, Stacey M. -Assistant TreasurerValladares, Mary Ann -Assistant TreasurerGalbraith, Patricia A. -Tax Officer3 CNRO-2014-0007Attachment 3Page 4 of 5NAME: EGS Holdings, LLC (formerly EGS Holdings, Inc.)STATE OF INCORPORATION: TexasBUSINESS ADDRESS: 2001 Timberloch, The Woodlands, TX 77382DIRECTORS: Peebles, Eddie D.Senac, EtienneEXECUTIVE OFFICERS: Peebles, Eddie D. -PresidentSenac, Etienne -Vice PresidentWagner, Thomas G. -Vice President and SecretaryMeaux, Pamela M -TreasurerAhrens, Jere M -Tax OfficerNAME: Entergy Louisiana Holdings, LLC (formerly EntergyLouisiana Holdings, Inc.)STATE OF INCORPORATION: TexasBUSINESS ADDRESS: 2001 Timberloch, The Woodlands, TX 77382DIRECTORS: Peebles, Eddie D.Senac, EtienneEXECUTIVE OFFICERS: Senac, Etienne -President and Chief Executive OfficerWagner, Thomas G. -SecretaryMeaux, Pamela M -TreasurerAhrens, Jere M -Tax OfficerNAME: Entergy Utility Holding Company, LLC (formerlyLouisiana Power & Light Company)STATE OF INCORPORATION: TexasBUSINESS ADDRESS: 639 Loyola Avenue, New Orleans, LA 70113DIRECTORS: Bunting, Theodore H., Jr.Marsh, Andrew S.Savoff, Mark T.EXECUTIVE OFFICERS: Bunting, Theodore H., Jr. -President and ChiefExecutive OfficerMarsh, Andrew S. -Executive Vice President and ChiefFinancial OfficerBrown, Marcus V., -Executive Vice President andGeneral CounselMount, Alyson M. -Senior Vice President and ChiefAccounting OfficerMcNeal, Steven C. -Vice President and TreasurerFalstad, Daniel T. -SecretaryBalash, Dawn A. -Assistant SecretaryLousteau, Stacey M. -Assistant TreasurerValladares, Mary Ann -Assistant TreasurerGalbraith, Patricia A. -Tax Officer4 CNRO-2014-0007Attachment 3Page 5 of 5NAME: Entergy Louisiana Power, LLCSTATE OF INCORPORATION: TexasBUSINESS ADDRESS: Louisiana -to be determinedDIRECTORS: May, Phillip R., Jr. (Chairman)Bunting, Theodore H., Jr.Marsh, Andrew S.Savoff, Mark T.EXECUTIVE OFFICERS: May, Phillip R., Jr. -President and Chief Executive OfficerBunting, Theodore H., Jr. -Group President, UtilityOperationsMarsh, Andrew S. -Executive Vice President and ChiefFinancial OfficerBrown, Marcus V., -Executive Vice President andGeneral CounselForbes, Jeffrey S. -Executive Vice President and ChiefNuclear OfficerHenderson, Joseph T. -Senior Vice President andGeneral Tax CounselMount, Alyson M. -Senior Vice President and ChiefAccounting OfficerDawsey, Dennis P. -Vice President, Customer ServiceFontan, Kimberly -Vice President, Regulatory AffairsHurstell, John P. -Vice President, System PlanningMcNeal, Steven C. -Vice President and TreasurerMontelaro, Jody -Vice President, Public AffairsFalstad, Daniel T. -SecretaryBalash, Dawn A. -Assistant SecretaryLousteau, Stacey M. -Assistant TreasurerValladares, Mary Ann -Assistant TreasurerGalbraith, Patricia A. -Tax OfficerRoberts, Rory L. -Tax OfficerWichers, Paul J., Jr. -Tax Officer5