ML19274B343

Petition for Review (DC Cir.) (Case No. 19-1198)- 9-27-19

ML19274B343
Person / Time
Site:	Pilgrim
Issue date:	09/25/2019
From:	Andrew Averbach, Dorfler J, Healey M, Schofield S Commonwealth Of Massachusetts, Office of the Attorney General, NRC/OGC
To:	US Federal Judiciary, Court of Appeals, for the District of Columbia Circuit
References
1808410, 19-1198
Download: ML19274B343 (103)

Text

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 1 of 103 UNITED STATES COURT OF APPEALS FOR THE DISTRICT OF COLUMBIA CIRCUIT

)

COMMONWEALTH OF )

MASSACHUSETTS, )

)

Petitioner, )

)

v. ) 19-1198 No. 19-_________

)

UNITED STATES NUCLEAR )

REGULATORY COMMISSION )

AND UNITED STATES OF )

AMERICA, )

)

Respondents. )

)

PETITION FOR REVIEW The Commonwealth of Massachusetts petitions this Court for review, pursuant to the Hobbs Act, 28 U.S.C. § 2341-2351, the Atomic Energy Act, 42 U.S.C. § 2239, the Administrative Procedure Act, 5 U.S.C. §§ 551-559, 701-706, and Rule 15 of the Federal Rules of Appellate Procedure and the local Circuit Rules, of the United States Nuclear Regulatory Commissions (NRC):

1. Order Approving Direct and Indirect Transfer of License and Conforming Amendment in In the Matter of Entergy Nuclear Generation Company, Entergy Nuclear Operations, Inc. (Pilgrim Nuclear Power

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 2 of 103 Station), EA-19-084, Docket Nos. 50-293 and 72-1044 (Aug. 22, 2019)

(effective upon issuance) (Attachment 1) (hereinafter, License Transfer Order), notice of which was published in the Federal Register on August 28, 2019, 84 Fed. Reg. 45,176 (Aug. 28, 2019) (Attachment 2);

2. Holtec Decommissioning International, LLC and Holtec Pilgrim, LLC (Pilgrim Nuclear Power Station), Amendment to Renewed Facility Operating License, Renewed License No. DPR-35, Docket No.

50-293 (Aug. 22, 2019) (effective upon issuance) (hereinafter, License Amendment) (Attachment 3), notice of which was published in the Federal Register on August 28, 2019, 84 Fed. Reg. 45,176 (Aug. 28, 2019) (Attachment 2);

3. Safety Evaluation by the Office of Nuclear Reactor Regulation Related to Request for Direct and Indirect Transfers of Control of Renewed Facility Operating License No. DPR-35 and the General License for the Independent Spent Fuel Storage Installation from Entergy Nuclear Generation Company and Entergy Nuclear Operations, Inc. to Holtec Pilgrim, LLC and Holtec Decommissioning International, LLC (Pilgrim Nuclear Power Station), Docket Nos. 50-293 and 72-1044 (Aug. 22, 2019) (hereinafter, Safety Evaluation)

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 3 of 103 (Attachment 4), notice of which was published in the Federal Register on August 28, 2019, 84 Fed. Reg. 45,176, 45,177 col.3 (Aug. 28, 2019)

(Attachment 2);

4. Final No Significant Hazards Consideration for the License Amendment, which made the License Amendment immediately effective. Notice of the Final No Significant Hazards Consideration was included in the Safety Evaluation (Attachment 4, at 25);

5. Finding that the License Transfer Order and the License Amendment are categorically exempt from any review under the National Environmental Policy Act (NEPA), 42 U.S.C. §§ 4321-4347, notice of which was included in the Safety Evaluation (Attachment 4, at 27, 33);

6. Holtec Decommissioning International, LLC (Pilgrim Nuclear Power Station), Exemption, Docket No. 50-293 (Aug 22, 2019)

(Attachment 5), which, effective immediately upon issuance of the License Amendment, authorizes Holtec Pilgrim and Holtec Decommissioning International, LLC to use Pilgrims Decommissioning Trust Fund for otherwise prohibited non-decommissioning purposes (i.e., site restoration and spent nuclear fuel management). Notice of the

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 4 of 103 Exemption approval was published in the Federal Register on August 28, 2019, 84 Fed. Reg. 45,178 (Aug. 28, 2019) (Attachment 6);

7. Environmental Assessment and Finding of No Significant Impact under NEPA related to the approval of the Exemption authorizing Holtec Pilgrim and Holtec Decommissioning International, LLC to use Pilgrims Decommissioning Trust Fund for otherwise prohibited non-decommissioning purposes (i.e., site restoration and spent nuclear fuel management), notice of which was published in the Federal Register on August 20, 2019, 84 Fed. Reg. 43,186 (Aug. 20, 2019) (Attachment 7).

The NRC acted arbitrarily and capriciously, abused its discretion, and violated the Atomic Energy Act, the Administrative Procedure Act, NEPA, the Council on Environmental Qualitys NEPA regulations, and the NRCs own regulations and policies in effecting the foregoing final agency actions and failing to provide the Commonwealth with a meaningful opportunity to participate in the process as contemplated by the Atomic Energy Act and the NRCs own regulations and policies.

Venue is proper in this Court pursuant to 28 U.S.C. § 2243.

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 5 of 103 Therefore, the Commonwealth requests that this Court review the NRCs final actions identified above, vacate the NRCs orders, findings, and decisions, remand the matters to the NRC for further proceedings, and grant the Commonwealth any other further relief that the Court may deem just and proper.

Respectfully submitted, COMMONWEALTH OF MASSACHUSETTS By its attorneys, MAURA HEALEY ATTORNEY GENERAL

/s/ Seth Schofield SETH SCHOFIELD Senior Appellate Counsel JOSEPH DORFLER*

Assistant Attorney General Energy and Environment Bureau Office of the Attorney General One Ashburton Place, 18th Floor Boston, Massachusetts 02108 (617) 963-2436 Dated: September 25, 2019 seth.schofield@mass.gov

• Application for admission to practice in this Court forthcoming.

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 6 of 103 FED. R. APP. P. 15(c) CERTIFICATE OF SERVICE I hereby certify that on September 25, 2019, a copy of the foregoing Petition for Review and the attachments to it was served on the entity listed below by first-class, postage prepaid and electronic mail, Pilgrim Watch c/o Mary E. Lampert James B. Lampert 148 Washington Street Duxbury, Massachusetts 02332 mary.lampert@comcast.net james.lampert@comcast.net I further certify that on September 25, 2019, a copy of the foregoing Petition for Review and the attachments to it was served on the entities or persons or their counsel of record by sending a copy thereof by certified first class mail, postage prepaid, return receipt requested, to:

Office of the Attorney General U.S. Nuclear Regulatory of the United States Commission U.S. Department of Justice Washington, D.C. 20555-0001 950 Pennsylvania Avenue, NW Washington, D.C. 20530-0001 Tison Campbell Andrew P. Averbach Anita Ghosh Naber Solicitor Counsel for the NRC Staff Office of the General Counsel Office of the General Counsel U.S. Nuclear Regulatory U.S. Nuclear Regulatory Commission Commission 11555 Rockville Pike Mail Stop 014-A44 Rockville, Md. 20852 Washington, D.C. 20555 andrew.averbach@nrc.gov tison.campbell@nrc.gov anita.ghoshnaber@nrc.gov

-i-

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 7 of 103 I further certify that on September 25, 2019, a courtesy copy of the foregoing Petition for Review and the attachments to it was served on the entities or persons or their counsel of record by sending a copy thereof by first class mail, postage prepaid, and electronic mail, to:

Susan H. Raimo David R. Lewis Entergy Services, LLC Meghan C. Hammond 101 Constitution Avenue, NW Pillsbury Winthrop Shaw Suite 200 East Pittman, LLP Washington, DC 20001 1200 Seventeenth Street, N.W.

sraimo@entergy.com Washington, DC 20036-3006 david.lewis@pillsburylaw.com Counsel for Entergy Counsel for Entergy Erin E. Connolly Alan D. Lovett Holtec International Balch & Bingham LLP Holtec Technology Campus 1710 Sixth Avenue North 1 Holtec Boulevard Birmingham, AL 35203-2015 Camden, NJ 08104 alovett@balch.com e.connolly@holtec.com Counsel for Holtec Counsel for Holtec

/s/ Seth Schofield Seth Schofield 19-09.25 [3] - Mass. Pet. for Rev. - NRC [fnl].docx

- ii -

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 8 of 103

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USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 9 of 103 Attachment 1 Order Approving Direct and Indirect Transfer of License and Conforming Amendment in In the Matter of Entergy Nuclear Generation Company, Entergy Nuclear Operations, Inc. (Pilgrim Nuclear Power Station), EA 084, Docket Nos. 50-293 and 72-1044 (Aug. 22, 2019)

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 10 of 103

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USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 11 of 103 UNITED STATES OF AMERICA NUCLEAR REGULATORY COMMISSION In the Matter of )

)

Entergy Nuclear Generation Company )

Entergy Nuclear Operations, Inc. ) Docket Nos.: 50-293 and 72-1044

) License No.: DPR-35 Pilgrim Nuclear Power Station )

EA-19-084 )

ORDER APPROVING DIRECT AND INDIRECT TRANSFER OF LICENSE AND CONFORMING AMENDMENT I.

Entergy Nuclear Operations, Inc. (ENOI) and Entergy Nuclear Generation Company (ENGC) are the holders of Renewed Facility Operating License No. DPR-35, for the Pilgrim Nuclear Power Station (Pilgrim), and the general license for the Pilgrim Independent Spent Fuel Storage Installation (ISFSI). Pilgrim permanently ceased operations on May 31, 2019.

Pursuant to Sections 50.82(a)(1)(i) and (a)(1)(ii) of Title 10 of the Code of Federal Regulations (10 CFR), by letter dated June 10, 2019 (Agencywide Documents Access and Management System (ADAMS) Accession No. ML19161A033), ENOI certified to the U.S. Nuclear Regulatory Commission (NRC) that it had permanently ceased operations at Pilgrim and that all fuel had been permanently removed from the reactor. Therefore, pursuant to 10 CFR 50.82(a)(2),

operations at Pilgrim are no longer authorized under the license issued under 10 CFR Part 50, Domestic Licensing of Production and Utilization Facilities, and ENOI and ENGC are licensed to possess, but not use or operate, Pilgrim under Renewed Facility Operating License No. DPR-35, subject to the conditions specified therein. The Pilgrim site is located in the town of Plymouth, Massachusetts, in Plymouth County on Cape Cod Bay.

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 12 of 103 II.

By letter dated November 16, 2018 (ADAMS Accession No. ML18320A031), and as supplemented by letters dated November 16, 2018, April 17, 2019, and July 29, 2019 (ADAMS Accession Nos. ML18320A040, ML19109A177, and ML19210E470, respectively), ENOI, on behalf of itself and ENGC (to be known as Holtec Pilgrim, LLC), Holtec International (Holtec),

and Holtec Decommissioning International, LLC (HDI) (together, the Applicants), requested that the NRC consent to the proposed direct and indirect transfer of the Pilgrim Renewed Facility Operating License No. DPR-35 and the general license for the Pilgrim ISFSI (collectively referred to as the facility). Specifically, the Applicants requested that the NRC consent to the direct transfer of ENOIs currently licensed authority (licensed operator for decommissioning) to HDI. In addition, the Applicants requested the indirect transfer of control of ENGCs ownership interests in the facility licenses to Holtec. The Applicants also requested that the NRC approve a conforming administrative amendment to the facility licenses to reflect the proposed direct transfer of the license from ENOI to HDI, as well as a planned name change from ENGC to Holtec Pilgrim. The Applicants submitted these direct and indirect transfer requests to the NRC for approval under Section 184, Inalienability of Licenses, of the Atomic Energy Act of 1954, as amended (AEA); 10 CFR 50.80, Transfer of Licenses; 10 CFR 72.50, Transfer of Licenses; and 10 CFR 50.90, Application for Amendment of License, Construction Permit, or Early Site Permit.

ENOI and ENGC intend to transfer the licensed possession, maintenance, and decommissioning authorities to HDI to implement expedited decommissioning at Pilgrim. Following approval and implementation of the proposed direct transfer of control of the license, HDI would assume licensed responsibility for Pilgrim through the direct transfer of ENOIs responsibility for licensed activities at Pilgrim to HDI. If the proposed indirect transfer of control is approved, ENGC would change its name to Holtec Pilgrim, LLC (Holtec Pilgrim), but 2

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 13 of 103 the same legal entity would continue to exist before and after the proposed transfer. Holtec Pilgrim would also enter into an operating agreement with HDI, which provides for HDI to act as Holtec Pilgrims agent and for HDI to pay Holtec Pilgrims costs of operation, including all decommissioning costs. Holtec Pilgrim would own the Pilgrim facility as well as its associated assets and real estate, including its nuclear decommissioning trust fund, title to spent nuclear fuel, and rights pursuant to the terms of its Standard Contract for Disposal of Spent Nuclear Fuel and/or High-Level Radioactive Waste with the U.S. Department of Energy. Upon the proposed license transfer, HDI would assume responsibility for compliance with the current licensing basis, including regulatory commitments that exist at the closing of the transaction between the Applicants, and would implement any changes under applicable regulatory requirements and practices. HDIs licensed activities will involve possessing and disposing of radioactive material, maintaining the facility in a safe condition (including handling, storing, controlling, and protecting the spent fuel), decommissioning and decontaminating the facility, and maintaining the ISFSI until it can be decommissioned, each in accordance with the license and NRC regulations.

The NRC published the notice of NRC consideration of the license transfer application in the Federal Register (FR) on January 31, 2019 (84 FR 816), and included an opportunity to comment, request a hearing, and petition for leave to intervene. On February 20, 2019 (ADAMS Accession No. ML19051A114), the Commonwealth of Massachusetts filed a request for a hearing and petition for leave to intervene, submitting two contentions challenging the proposed license transfer. On February 20, 2019 (ADAMS Accession No. ML19051A019),

Pilgrim Watch also filed a request for a hearing and petition for leave to intervene with two contentions challenging the proposed license transfer. On April 24, 2019 (ADAMS Accession No. ML19114A519), the Commonwealth of Massachusetts filed a motion to supplement its motion to intervene and request for hearing with new information. On April 26, 2019 (ADAMS Accession No. ML19116A162) and May 9, 2019 (ADAMS Accession No. ML19129A473),

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USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 14 of 103 Pilgrim Watch filed motions to supplement its motion to intervene and request for hearing with new information. On July 16, 2019 (ADAMS Accession No. ML19197A330), Pilgrim Watch submitted a motion to file a new contention. On August 1, 2019 (ADAMS Accession No.

ML19213A313), the Commonwealth of Massachusetts filed a motion to stay the license transfer proceeding for 90 days to permit the completion of settlement negotiations. These requests are currently pending before the Commission. The NRC also received public comments on this application for license transfer, which are summarized in the safety evaluation for this license transfer request.

The NRC staff notes, in Enclosure 2 of the application dated November 16, 2018, in support of the license transfer request, that the Applicants submitted a request for an exemption to 10 CFR 50.82(a)(8)(i)(A) to allow Holtec Pilgrim and HDI to make withdrawals from the Pilgrim decommissioning trust fund for spent fuel management and site restoration activities.

The staff approved the exemption request on August 22, 2019 (ADAMS Accession No.

ML19192A083). The NRC is issuing the exemption to Holtec Pilgrim and HDI simultaneously with this Order.

Pursuant to 10 CFR 50.80, no license for a production or utilization facility, or any right thereunder, shall be transferred, either voluntarily or involuntarily, directly or indirectly, through transfer of control of the license to any person, unless the Commission gives its consent in writing. Upon review of the information in the application and other information before the Commission, and relying upon the representations and agreements contained in the application, the NRC staff has determined that Holtec Pilgrim and HDI are qualified to be the holders of the licenses, and that the direct and indirect transfer of the licenses, as described in the application, is otherwise consistent with the applicable provisions of law, regulations, and orders issued by the Commission pursuant thereto, subject to the condition set forth below.

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USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 15 of 103 Upon review of the application for a conforming amendment to the Pilgrim license to reflect the direct and indirect transfer of the Pilgrim licenses, the NRC staff determined the following:

(1) The application for the proposed license amendment complies with the standards and requirements of the Atomic Energy Act of 1954, as amended, and the Commissions rules and regulations set forth in 10 CFR Chapter I, Nuclear Regulatory Commission.

(2) There is reasonable assurance that the activities authorized by the proposed license amendment can be conducted without endangering public health and safety and that such activities will be conducted in compliance with the Commissions regulations.

(3) The issuance of the proposed license amendment will not be inimical to the common defense and security or to public health and safety.

(4) The issuance of the proposed license amendment is in accordance with 10 CFR Part 51, Environmental Protection Regulations for Domestic Licensing and Related Regulatory Functions, of the Commissions regulations, and all applicable requirements have been satisfied.

The findings set forth above are supported by an NRC safety evaluation dated August 22, 2019, which is available at ADAMS Accession No. ML19170A250.

III.

Accordingly, pursuant to Sections 161b, 161i, 161o, and 184 of the Atomic Energy Act of 1954, as amended; 42 U.S.C. Sections 2201(b), 2201(i), 2201(o), and 2234; and 10 CFR 50.80, 10 CFR 72.50, and 10 CFR 50.90, IT IS HEREBY ORDERED that the application for the direct and indirect transfer of the licenses, as described herein, is approved for Pilgrim and the ISFSI, subject to the following conditions:

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USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 16 of 103 (1) Prior to the closing of the license transfer, Holtec Pilgrim and HDI shall provide the Directors of NRCs Office of Nuclear Material Safety and Safeguards (NMSS) and Office of Nuclear Reactor Regulation (NRR) satisfactory documentary evidence that they have obtained the appropriate amount of insurance required of a licensee under 10 CFR 140.11(a)(4) and 10 CFR 50.54(w) of the Commissions regulations.

(2) The NRC staffs approval of this license transfer is subject to the Commissions authority to rescind, modify, or condition the approved transfer based on the outcome of any post-effectiveness hearing on the license transfer application. For example, if the Commission overturns the NRC staffs approval of this license transfer, this Order and any conforming amendments reflecting this transfer, will be rescinded, and the Applicants must return the plant ownership to the status quo ante and revert to the conditions existing before the transfer.

IT IS FURTHER ORDERED that, consistent with 10 CFR 2.1315(b), the license amendment that makes changes, as indicated in Enclosure 2 to the cover letter forwarding this Order, to conform the license to reflect the subject direct and indirect license transfer, is approved. The amendment shall be issued and made effective within 30 days of the date when the proposed direct and indirect license transfer action is completed.

IT IS FURTHER ORDERED that Holtec Pilgrim and HDI shall, at least 2 business days prior to closing, inform the Directors of NMSS and NRR in writing of the date of closing of the license transfer for Pilgrim and the ISFSI. Should the transfer of the license not be completed within 1 year of this Orders date of issuance, this Order shall become null and void; provided, however, that upon written application and for good cause shown, such date may be extended by order.

This Order is effective upon issuance.

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USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 17 of 103 For further details with respect to this Order, see the initial application dated November 16, 2018, as supplemented by letters dated November 16, 2018, April 17, and July 29, 2019, and the associated NRC safety evaluation dated August 22, 2019, which are available for public inspection at the Commissions Public Document Room, located at One White Flint North, 11555 Rockville Pike (first floor), Rockville, Maryland. Publicly available documents are accessible electronically through ADAMS in the NRC Library at http://www.nrc.gov/reading-rm/adams.html. Persons who encounter problems with ADAMS should contact the NRCs Public Document Room reference staff by telephone at 1-800-397-4209 or 301-415-4737 or by e-mail to pdr.resource@nrc.gov.

Dated at Rockville, Maryland this 22nd day of August, 2019.

FOR THE NUCLEAR REGULATORY COMMISSION

/RA/

Ho K. Nieh, Director, Office of Nuclear Reactor Regulation.

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USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 19 of 103 Attachment 2 Direct and Indirect Transfer of License; Order 84 Fed. Reg. 45,176 (Aug. 28, 2019)

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 20 of 103

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USCA Case Federal 45176 #19-1198 Document Register #1808410

/ Vol. 84, No. 167 / Wednesday,Filed:

August09/25/2019 Page 21 of 103 28, 2019 / Notices three calendar years in order to verify administrative purposes to reflect the NUCLEAR REGULATORY royalty payments. SoundExchange must direct transfer of the license from ENOI COMMISSION first file with the Judges a notice of to HDI and the planned name change for [Docket Nos. 50-293 and 72-1044; NRC-intent to audit a licensee and deliver the ENGC, from ENGC to Holtec Pilgrim, 2018-0279]

notice to the licensee. See, e.g., 37 CFR LLC (Holtec Pilgrim).

380.6(c). In the Matter of Entergy Nuclear DATES: The Order was issued on August On July 29, 2019, SoundExchange Generation Company and Entergy 22, 2019, and is effective for one year.

filed with the Judges a notice of intent Nuclear Operations, Inc. Pilgrim to audit Sirius XM Radio Inc.s ADDRESSES: Please refer to Docket ID Nuclear Power Station Commercial Webcaster service, NRC-2018-0279 when contacting the NRC about the availability of ORDER APPROVING DIRECT AND Preexisting Satellite Digital Audio Radio INDIRECT TRANSFER OF LICENSE Service, New Subscription Service, and information regarding this document.

You may obtain publicly-available AND CONFORMING AMENDMENT Business Establishment Service for transmissions terminating in the United information related to this document I.

States for the year 2018.1 The Judges using any of the following methods: Entergy Nuclear Operations, Inc.

must publish notice in the Federal

• Federal Rulemaking Website: Go to (ENOI) and Entergy Nuclear Generation Register within 30 days of receipt of a https://www.regulations.gov and search Company (ENGC) are the holders of notice announcing the Collectives for Docket ID NRC-2018-0279. Address Renewed Facility Operating License No.

intent to conduct an audit. See id. questions about NRC docket IDs in DPR-35, for the Pilgrim Nuclear Power Todays notice fulfills this requirement Regulations.gov to Jennifer Borges; Station (Pilgrim), and the general with respect to SoundExchanges notice telephone: 301-287-9127; email: license for the Pilgrim Independent of intent to audit filed July 29, 2019. Jennifer.Borges@nrc.gov. For technical Spent Fuel Storage Installation (ISFSI).

questions, contact the individual listed Pilgrim permanently ceased operations Dated: August 23, 2019.

in the FOR FURTHER INFORMATION on May 31, 2019. Pursuant to Sections Jesse M. Feder, CONTACT section of this document. 50.82(a)(1)(i) and (a)(1)(ii) of Title 10 of Chief Copyright Royalty Judge.

• NRCs Agencywide Documents the Code of Federal Regulations (10

[FR Doc. 2019-18549 Filed 8-27-19; 8:45 am] Access and Management System CFR), by letter dated June 10, 2019 BILLING CODE 1410-72-P (ADAMS): You may obtain publicly (Agencywide Documents Access and available documents online in the Management System (ADAMS)

ADAMS Public Documents collection at Accession No. ML19161A033), ENOI NUCLEAR REGULATORY https://www.nrc.gov/reading-rm/ certified to the U.S. Nuclear Regulatory COMMISSION adams.html. To begin the search, select Commission (NRC) that it had

[Docket Nos. 50-293 and 72-1044; NRC- Begin Web-based ADAMS Search. For permanently ceased operations at 2018-0279] problems with ADAMS, please contact Pilgrim and that all fuel had been the NRCs Public Document Room (PDR) permanently removed from the reactor.

In the Matter of Entergy Nuclear reference staff at 1-800-397-4209, 301- Therefore, pursuant to 10 CFR Generation Company, Entergy Nuclear 415-4737, or by email to pdr.resource@ 50.82(a)(2), operations at Pilgrim are no Operations, Inc., Holtec Pilgrim, LLC, nrc.gov. The license transfer Order, the longer authorized under the license Holtec Decommissioning International, NRC safety evaluation supporting the issued under 10 CFR part 50, Domestic LLC, and Pilgrim Nuclear Power staffs findings, and the conforming Licensing of Production and Utilization Station license amendment are available in Facilities, and ENOI and ENGC are ADAMS Package Accession No. licensed to possess, but not use or AGENCY: Nuclear Regulatory ML19170A147. operate, Pilgrim under Renewed Facility Commission.

• NRCs PDR: You may examine and Operating License No. DPR-35, subject ACTION: Direct and indirect transfer of to the conditions specified therein. The purchase copies of public documents at license; order. the NRCs PDR, Room O1-F21, One Pilgrim site is located in the town of

SUMMARY

The U.S. Nuclear Regulatory White Flint North, 11555 Rockville Plymouth, Massachusetts, in Plymouth Commission (NRC) is issuing an Order Pike, Rockville, Maryland 20852. County on Cape Cod Bay.

approving the direct transfer of FOR FURTHER INFORMATION CONTACT: II.

Renewed Facility Operating License No. Scott P. Wall, Office of Nuclear Reactor By letter dated November 16, 2018 DPR-35 for the Pilgrim Nuclear Power Regulation, U.S. Nuclear Regulatory (ADAMS Accession No. ML18320A031),

Station (Pilgrim), and its general license Commission, Washington, DC 20555-and as supplemented by letters dated for the Pilgrim Independent Spent Fuel 0001; telephone: 301-415-2855, email:

November 16, 2018, April 17, 2019, and Storage Installation, from the currently Scott.Wall@nrc.gov.

July 29, 2019 (ADAMS Accession Nos.

licensed operator, Entergy Nuclear SUPPLEMENTARY INFORMATION: The text of ML18320A040, ML19109A177, and Operations, Inc. (ENOI), to Holtec the Order is attached. ML19210E470, respectively), ENOI, on Decommissioning International, LLC behalf of itself and ENGC (to be known Dated at Rockville, Maryland, this 22nd (HDI). This Order also approves the day of August, 2019. as Holtec Pilgrim, LLC), Holtec indirect transfer of control of Entergy International (Holtec), and Holtec For the Nuclear Regulatory Commission.

Nuclear Generation Companys (ENGC) Decommissioning International, LLC ownership interests in the facility to Scott P. Wall, Senior Project Manager, Plant Licensing (HDI) (together, the Applicants),

Holtec International (Holtec). The NRC requested that the NRC consent to the Branch III, Division of Operator Reactor jbell on DSK3GLQ082PROD with NOTICES is also issuing a conforming amendment proposed direct and indirect transfer of Licensing, Office of Nuclear Reactor for the facility operating license for Regulation. the Pilgrim Renewed Facility Operating License No. DPR-35 and the general 1 The notice does not include an intent to audit Attachment license for the Pilgrim ISFSI statutory license payments made by Pandora Media, LLC or its predecessor company, Pandora Media, Order Approving the Direct and Indirect (collectively referred to as the facility).

Inc. Transfer of Licenses. Specifically, the Applicants requested VerDate Sep<11>2014 20:14 Aug 27, 2019 Jkt 247001 PO 00000 Frm 00057 Fmt 4703 Sfmt 4703 E:\FR\FM\28AUN1.SGM 28AUN1

USCA Case Federal

1. 19-1198 Document Register #1808410

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August09/25/2019 Page 22 of 103 28, 2019 / Notices 45177 that the NRC consent to the direct handling, storing, controlling, and or any right thereunder, shall be transfer of ENOIs currently licensed protecting the spent fuel), transferred, either voluntarily or authority (licensed operator for decommissioning and decontaminating involuntarily, directly or indirectly, decommissioning) to HDI. In addition, the facility, and maintaining the ISFSI through transfer of control of the license the Applicants requested the indirect until it can be decommissioned, each in to any person, unless the Commission transfer of control of ENGCs ownership accordance with the license and NRC gives its consent in writing. Upon interests in the facility licenses to regulations. review of the information in the Holtec. The Applicants also requested The NRC published the notice of NRC application and other information that the NRC approve a conforming consideration of the license transfer before the Commission, and relying administrative amendment to the application in the Federal Register (FR) upon the representations and facility licenses to reflect the proposed on January 31, 2019 (84 FR 816), and agreements contained in the direct transfer of the license from ENOI included an opportunity to comment, application, the NRC staff has to HDI, as well as a planned name request a hearing, and petition for leave determined that Holtec Pilgrim and HDI change from ENGC to Holtec Pilgrim. to intervene. On February 20, 2019 are qualified to be the holders of the The Applicants submitted these direct (ADAMS Accession No. ML19051A114), licenses, and that the direct and indirect and indirect transfer requests to the the Commonwealth of Massachusetts transfer of the licenses, as described in NRC for approval under Section 184, filed a request for a hearing and petition the application, is otherwise consistent Inalienability of Licenses, of the for leave to intervene, submitting two with the applicable provisions of law, Atomic Energy Act of 1954, as amended contentions challenging the proposed regulations, and orders issued by the (AEA); 10 CFR 50.80, Transfer of license transfer. On February 20, 2019 Commission pursuant thereto, subject to Licenses; 10 CFR 72.50, Transfer of (ADAMS Accession No. ML19051A019), the condition set forth below.

Licenses; and 10 CFR 50.90, Pilgrim Watch also filed a request for a Upon review of the application for a Application for Amendment of hearing and petition for leave to conforming amendment to the Pilgrim License, Construction Permit, or Early intervene with two contentions license to reflect the direct and indirect Site Permit. challenging the proposed license transfer of the Pilgrim licenses, the NRC transfer. On April 24, 2019 (ADAMS staff determined the following:

ENOI and ENGC intend to transfer the Accession No. ML19114A519), the (1) The application for the proposed licensed possession, maintenance, and Commonwealth of Massachusetts filed a license amendment complies with the decommissioning authorities to HDI to motion to supplement its motion to standards and requirements of the implement expedited decommissioning intervene and request for hearing with Atomic Energy Act of 1954, as amended, at Pilgrim. Following approval and new information. On April 26, 2019 and the Commissions rules and implementation of the proposed direct (ADAMS Accession No. ML19116A162) regulations set forth in 10 CFR Chapter transfer of control of the license, HDI and May 9, 2019 (ADAMS Accession I, Nuclear Regulatory Commission.

would assume licensed responsibility No. ML19129A473), Pilgrim Watch filed (2) There is reasonable assurance that for Pilgrim through the direct transfer of motions to supplement its motion to the activities authorized by the ENOIs responsibility for licensed intervene and request for hearing with proposed license amendment can be activities at Pilgrim to HDI. If the new information. On July 16, 2019 conducted without endangering public proposed indirect transfer of control is (ADAMS Accession No. ML19197A330), health and safety and that such approved, ENGC would change its name Pilgrim Watch submitted a motion to activities will be conducted in to Holtec Pilgrim, LLC (Holtec Pilgrim), file a new contention. On August 1, compliance with the Commissions but the same legal entity would 2019 (ADAMS Accession No. regulations.

continue to exist before and after the ML19213A313), the Commonwealth of (3) The issuance of the proposed proposed transfer. Holtec Pilgrim would Massachusetts filed a motion to stay the license amendment will not be inimical also enter into an operating agreement license transfer proceeding for 90 days to the common defense and security or with HDI, which provides for HDI to act to permit the completion of settlement to public health and safety.

as Holtec Pilgrims agent and for HDI to negotiations. These requests are (4) The issuance of the proposed pay Holtec Pilgrims costs of operation, currently pending before the license amendment is in accordance including all decommissioning costs. Commission. The NRC also received with 10 CFR part 51, Environmental Holtec Pilgrim would own the Pilgrim public comments on this application for Protection Regulations for Domestic facility as well as its associated assets license transfer, which are summarized Licensing and Related Regulatory and real estate, including its nuclear in the safety evaluation for this license Functions, of the Commissions decommissioning trust fund, title to transfer request. regulations, and all applicable spent nuclear fuel, and rights pursuant The NRC staff notes, in Enclosure 2 of requirements have been satisfied.

to the terms of its Standard Contract for the application dated November 16, The findings set forth above are Disposal of Spent Nuclear Fuel and/or 2018, in support of the license transfer supported by an NRC safety evaluation High-Level Radioactive Waste with the request, that the Applicants submitted a dated August 22, 2019, which is U.S. Department of Energy. Upon the request for an exemption to 10 CFR available at ADAMS Accession No.

proposed license transfer, HDI would 50.82(a)(8)(i)(A) to allow Holtec Pilgrim ML19170A250.

assume responsibility for compliance and HDI to make withdrawals from the with the current licensing basis, Pilgrim decommissioning trust fund for III.

including regulatory commitments that spent fuel management and site Accordingly, pursuant to Sections exist at the closing of the transaction restoration activities. The staff approved 161b, 161i, 161o, and 184 of the Atomic between the Applicants, and would the exemption request on August 22, Energy Act of 1954, as amended; 42 jbell on DSK3GLQ082PROD with NOTICES implement any changes under 2019 (ADAMS Accession No. U.S.C. Sections 2201(b), 2201(i),

applicable regulatory requirements and ML19192A083). The NRC is issuing the 2201(o), and 2234; and 10 CFR 50.80, 10 practices. HDIs licensed activities will exemption to Holtec Pilgrim and HDI CFR 72.50, and 10 CFR 50.90, IT IS involve possessing and disposing of simultaneously with this Order. HEREBY ORDERED that the application radioactive material, maintaining the Pursuant to 10 CFR 50.80, no license for the direct and indirect transfer of the facility in a safe condition (including for a production or utilization facility, licenses, as described herein, is VerDate Sep<11>2014 20:14 Aug 27, 2019 Jkt 247001 PO 00000 Frm 00058 Fmt 4703 Sfmt 4703 E:\FR\FM\28AUN1.SGM 28AUN1

USCA Case Federal 45178 #19-1198 Document Register #1808410

/ Vol. 84, No. 167 / Wednesday,Filed:

August09/25/2019 Page 23 of 103 28, 2019 / Notices approved for Pilgrim and the ISFSI, reading-rm/adams.html. Persons who schedule for Commission meetings is subject to the following conditions: encounter problems with ADAMS subject to change on short notice.

(1) Prior to the closing of the license should contact the NRCs Public The NRC Commission Meeting transfer, Holtec Pilgrim and HDI shall Document Room reference staff by Schedule can be found on the internet provide the Directors of NRCs Office of telephone at 1-800-397-4209 or at: http://www.nrc.gov/public-involve/

Nuclear Material Safety and Safeguards 301-415-4737 or by e-mail to public-meetings/schedule.html.

(NMSS) and Office of Nuclear Reactor pdr.resource@nrc.gov. The NRC provides reasonable Regulation (NRR) satisfactory Dated at Rockville, Maryland this 22nd day accommodation to individuals with documentary evidence that they have of August, 2019. disabilities where appropriate. If you obtained the appropriate amount of FOR THE NUCLEAR REGULATORY need a reasonable accommodation to insurance required of a licensee under COMMISSION participate in these public meetings or 10 CFR 140.11(a)(4) and 10 CFR Ho K. Nieh, need this meeting notice or the 50.54(w) of the Commissions Director, Office of Nuclear Reactor transcript or other information from the regulations. Regulation. public meetings in another format (e.g.,

(2) The NRC staffs approval of this braille, large print), please notify

[FR Doc. 2019-18506 Filed 8-27-19; 8:45 am]

license transfer is subject to the Kimberly Meyer-Chambers, NRC BILLING CODE 7590-01-P Commissions authority to rescind, Disability Program Manager, at 301-modify, or condition the approved 287-0739, by videophone at 240-428-transfer based on the outcome of any 3217, or by email at Kimberly.Meyer-NUCLEAR REGULATORY post-effectiveness hearing on the license Chambers@nrc.gov. Determinations on COMMISSION transfer application. For example, if the requests for reasonable accommodation Commission overturns the NRC staffs [NRC-2019-0001] will be made on a case-by-case basis.

approval of this license transfer, this Members of the public may request to Order and any conforming amendments Sunshine Act Meetings receive this information electronically.

reflecting this transfer, will be If you would like to be added to the TIME AND DATE: Weeks of August 26, rescinded, and the Applicants must distribution, please contact the Nuclear September 2, 9, 16, 23, 30, 2019.

return the plant ownership to the status Regulatory Commission, Office of the quo ante and revert to the conditions PLACE: Commissioners Conference Room, 11555 Rockville Pike, Rockville, Secretary, Washington, DC 20555 (301-existing before the transfer. 415-1969), or by email at IT IS FURTHER ORDERED that, Maryland.

Wendy.Moore@nrc.gov or Tyesha.Bush@

consistent with 10 CFR 2.1315(b), the STATUS: Public and Closed.

nrc.gov.

license amendment that makes changes, MATTERS TO BE CONSIDERED: The NRC is holding the meetings as indicated in Enclosure 2 to the cover Week of August 26, 2019 under the authority of the Government letter forwarding this Order, to conform in the Sunshine Act, 5 U.S.C. 552b.

the license to reflect the subject direct There are no meetings scheduled for and indirect license transfer, is the week of August 26, 2019. Dated at Rockville, Maryland, this 26th day approved. The amendment shall be of August, 2019.

Week of September 2, 2019Tentative For the Nuclear Regulatory Commission.

issued and made effective within 30 days of the date when the proposed There are no meetings scheduled for Denise L. McGovern, direct and indirect license transfer the week of September 2, 2019. Policy Coordinator, Office of the Secretary.

action is completed. Week of September 9, 2019Tentative [FR Doc. 2019-18702 Filed 8-26-19; 4:15 pm]

IT IS FURTHER ORDERED that Holtec BILLING CODE 7590-01-P Pilgrim and HDI shall, at least 2 Monday, September 9, 2019 business days prior to closing, inform 10:00 a.m. NRC All Employees Meeting the Directors of NMSS and NRR in (Public Meeting), Marriott Bethesda NUCLEAR REGULATORY writing of the date of closing of the North Hotel, 5701 Marinelli Road, COMMISSION license transfer for Pilgrim and the Rockville, MD 20852 [Docket No. 50-293; NRC-2019-0152]

ISFSI. Should the transfer of the license not be completed within 1 year of this Tuesday, September 10, 2019 Entergy Nuclear Operations, Inc.;

Orders date of issuance, this Order 10:00 a.m. Briefing on NRC Pilgrim Nuclear Power Station shall become null and void; provided, International Activities (Closed however, that upon written application Ex. 1 & 9) AGENCY: Nuclear Regulatory and for good cause shown, such date Commission.

may be extended by order. Week of September 16, 2019Tentative ACTION: Exemption; issuance.

This Order is effective upon issuance. There are no meetings scheduled for For further details with respect to this the week of September 16, 2019.

SUMMARY

The U.S. Nuclear Regulatory Order, see the initial application dated Commission (NRC) is issuing an November 16, 2018, as supplemented by Week of September 23, 2019Tentative exemption in response to a November letters dated November 16, 2018, April There are no meetings scheduled for 16, 2018, request from Entergy Nuclear 17, and July 29, 2019, and the associated the week of September 23, 2019. Operations, Inc. (ENOI), on behalf of NRC safety evaluation dated August 22, Entergy Nuclear Generation Company Week of September 30, 2019Tentative 2019, which are available for public (to be renamed Holtec Pilgrim, LLC) and inspection at the Commissions Public There are no meetings scheduled for Holtec Decommissioning International, jbell on DSK3GLQ082PROD with NOTICES Document Room, located at One White the week of September 30, 2019. LLC (HDI). The exemption permits Flint North, 11555 Rockville Pike (first CONTACT PERSON FOR MORE INFORMATION: Holtec Pilgrim, LLC and HDI to use floor), Rockville, Maryland. Publicly For more information or to verify the funds from the Pilgrim available documents are accessible status of meetings, contact Denise decommissioning trust fund for electronically through ADAMS in the McGovern at 301-415-0681 or via email management of spent fuel and site NRC Library at http://www.nrc.gov/ at Denise.McGovern@nrc.gov. The restoration activities. By Order dated VerDate Sep<11>2014 20:14 Aug 27, 2019 Jkt 247001 PO 00000 Frm 00059 Fmt 4703 Sfmt 4703 E:\FR\FM\28AUN1.SGM 28AUN1

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 24 of 103

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USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 25 of 103 Attachment 3 Holtec Decommissioning International, LLC and Holtec Pilgrim, LLC (Pilgrim Nuclear Power Station),

Amendment to Renewed Facility Operating License, Renewed License No. DPR-35, Docket No. 50-293 (Aug. 22, 2019)

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 26 of 103

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USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 27 of 103 UNITED STATES WASHINGTON, D.C. 20555-0001 HOLTEC DECOMMISSIONING INTERNATIONAL, LLC HOLTEC PILGRIM, LLC PILGRIM NUCLEAR POWER STATION DOCKET NO. 50-293 AMENDMENT TO RENEWED FACILITY OPERATING LICENSE Amendment No. XXX Renewed License No. DPR-35

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

A. The application for amendment filed by Entergy Nuclear Operations, Inc. (ENOI),

on behalf of itself and Entergy Nuclear Generation Company (ENGC) (to be known as Holtec Pilgrim, LLC), Holtec International (Holtec), and Holtec Decommissioning International, LLC (HDI), dated November 16, 2018, as supplemented by letters dated November 16, 2018, April 17, and July 29, 2019, complies with the standards and requirements of the Atomic Energy Act of 1954, as amended (the Act), and the Commission's rules and regulations set forth in 10 CFR Chapter I; B. The facility will operate in conformity with the application, the provisions of the Act, and the rules and regulations of the Commission; C. There is reasonable assurance: (i) that the activities authorized by this amendment can be conducted without endangering the health and safety of the public, and (ii) that such activities will be conducted in compliance with the Commission's regulations; D. The issuance of this amendment will not be inimical to the common defense and security or to the health and safety of the public; and E. The issuance of this amendment is in accordance with 10 CFR Part 51 of the Commission's regulations and all applicable requirements have been satisfied.

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 28 of 103

2. Accordingly, Renewed Facility Operating License No. DPR-35 is amended as indicated in the attachment to this license amendment.

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

FOR THE NUCLEAR REGULATORY COMMISSION Ho K. Nieh, Director Office of Nuclear Reactor Regulation

Attachment:

Changes to Renewed Facility Operating License No. DPR-35, Technical Specifications, and Appendix B, Additional Conditions Date of Issuance:

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 29 of 103 ATTACHMENT TO LICENSE AMENDMENT NO. XXX PILGRIM NUCLEAR POWER STATION RENEWED FACILITY OPERATING LICENSE NO. DPR-35 DOCKET NO. 50-293 Replace the following pages of the Renewed Facility Operating License; Appendix A, Technical Specifications, and Appendix B, Additional Conditions, with the attached revised pages. The revised pages are identified by amendment number and contain vertical lines indicating the areas of change.

Renewed Facility Operating License No. DPR-35 REMOVE INSERT 1 1 2 2 3 3 4 4 5 5 Appendix A, Technical Specifications REMOVE INSERT Title page Title page 4.0-1 4.0-1 Appendix B, Additional Conditions REMOVE INSERT 1 1

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 30 of 103 HOLTEC PILGRIM, LLC And HOLTEC DECOMMISSIONING INTERNATIONAL (PILGRIM NUCLEAR POWER STATION)

DOCKET NO. 50-293 RENEWED FACILITY OPERATING LICENSE Renewed License No. DPR-35 The Nuclear Regulatory Commission (the Commission) has found that:

a. Except as stated in condition 5, construction of the Pilgrim Nuclear Power Station (the facility) has been substantially completed in conformity with the application, as amended, the Provisional Construction Permit No. CPPR-49, the provisions of the Atomic Energy Act of 1954, as amended (the Act), and the rules and regulations of the Commission as set forth in Title 10, Chapter 1, CFR; and

b. The facility will operate in conformity with the application, as amended, the provisions of the Act, and the rules and regulations of the Commission; and

c. There is reasonable assurance (i) that the activities authorized by the renewed operating license can be conducted without endangering the health and safety of the public, and (ii) that such activities will be conducted in compliance with the rules and regulations of the Commission; and

d. Holtec Pilgrim, LLC (Holtec Pilgrim) is financially qualified and Holtec Decommissioning International, LLC (HDI) is technically and financially qualified to engage in the activities authorized by this renewed operating license, in accordance with the rules and regulations of the Commission; and

e. Holtec Pilgrim and HDI have satisfied the applicable provisions of 10 CFR Part 140, "Financial Protection Requirements and Indemnity Agreements" of the Commission's regulations; and

f. The issuance of this renewed operating license will not be inimical to the common defense and security or to the health and safety of the public; and

g. After weighing the environmental, economic, technical, and other benefits of the facility against environmental costs and considering available alternatives, the issuance of this renewed operating license (subject to the condition for protection of the environment set forth herein) is in accordance with 10 CFR Part 51 of the Commission's regulations and all applicable requirements of said regulations have been satisfied; and

h. Actions have been identified and have been or will be taken with respect to (1) managing the effects of aging during the period of extended operation on the functionality of structures and components that have been identified to require review under Amendment No. XXX

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 31 of 103 10 CFR 54.21(a)(1 ); and (2) time-limited aging analyses that have been identified to require review under 10 CFR 54.21 (c), such that there is reasonable assurance that the activities authorized by the renewed operating license will continue to be conducted in accordance with the current licensing basis, as defined in 10 CFR 54.3, for the facility, and that any changes made to the facility's current licensing basis in order to comply with 10 CFR 54.29(a) are in accordance with the Act and the Commission's regulations.

Facility Operating License No. DPR-35, dated June 8, 1972, issued to the Boston Edison Company (Boston Edison) is hereby amended in its entirety, pursuant to an Initial Decision dated September 13, 1972, by the Atomic Safety and Licensing Board, to read as follows:

1. This renewed operating license applies to the Pilgrim Nuclear Power Station, a single cycle, forced circulation, boiling water nuclear reactor and associated electric generating equipment (the facility), owned by Holtec Pilgrim and maintained and operated for decommissioning by HDI. The facility is located on the western shore of Cape Cod Bay in the town of Plymouth on the Holtec Pilgrim site in Plymouth County, Massachusetts, and is described in the "Final Safety Analysis Report," as supplemented and amended.

2. Subject to the conditions and requirements incorporated herein, the Commission hereby licenses:

A. Pursuant to the Section 104b of the Atomic Energy Act of 1954, as amended (the Act) and 10 CFR Part 50, "Licensing of Production and Utilization Facilities," a)

Holtec Pilgrim to possess, and b) HDI to possess, maintain, and decommission the facility at the designated location on the Pilgrim site; B. HDI, pursuant to the Act and 10 CFR 70, to receive, possess, and use at any time special nuclear material as reactor fuel, in accordance with the limitations for storage and amounts required for reactor operation, as described in the Final Safety Analysis Report, as supplemented and amended; C. HDI, pursuant to the Act and 10 CFR Parts 30, 40 and 70 to receive, possess and use at any time any byproduct, source or special nuclear material as sealed neutron sources for reactor startup, sealed sources for reactor instrumentation and radiation monitoring equipment calibration, and as fission detectors in amounts as required; D. HDI, pursuant to the Act and 10 CFR Parts 30, 40 and 70, to receive, possess and use in amounts as required any byproduct, source or special nuclear material without restriction to chemical or physical form, for sample analysis or instrument calibration or associated with radioactive apparatus or components; and E. HDI, pursuant to the Act and 10 CFR Parts 30 and 70, to possess, but not separate, such byproduct and special nuclear materials as may be produced by the operation of the facility.

3. This renewed operating license shall be deemed to contain and is subject to the conditions specified in the following Commission regulations; 10 CFR Part 20, Section 30.34 of 10 CFR Part 30, Section 40.41 of 10 CFR Part 40, Sections 50.54 and 50.59 of 10 CFR Part 50 and Section 70.32 of 10 CFR Part 70; and is subject to all applicable Amendment No. XXX Renewed License No. DPR-35

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 32 of 103 provisions of the Act and to the rules, regulations, and orders of the Commission now or hereafter in effect; and is subject to the additional conditions specified below:

A Maximum Power Level HDI is authorized to operate the facility at steady state power levels not to exceed 2028 megawatts thermal.

B. Technical Specifications The Technical Specifications contained in Appendix A, as revised through Amendment No. XXX, are hereby incorporated in the renewed operating license.

The licensee shall operate the facility in accordance with the Technical Specifications.

C. Records HDI shall keep facility operating records in accordance with the requirements of the Technical Specifications.

D. Equalizer Valve Restriction - DELETED E. Recirculation Loop Inoperable - DELETED F. Fire Protection HDI shall implement and maintain in effect all provisions of the approved fire protection program as described in the Final Safety Analysis Report for the facility and as approved in the SER dated December 21, 1978 as supplemented subject to the following provision:

HDI may make changes to the approved fire protection program without prior approval of the Commission only if those changes would not adversely affect the ability to achieve and maintain safe shutdown in the event of a fire.

G. Physical Protection The licensee shall fully implement and maintain in effect all provisions of the Commission-approved physical security, training and qualification, and safeguards contingency plans including amendments made pursuant to provisions of the Miscellaneous Amendments and Search Requirements revisions to 10 CFR 73.55 ( 51 FR 27817 and 27822) and to the authority of 10 CFR 50.90 and 10 CFR 50.54(p). The combined set of plans, which contain Safeguards Information protected under 10 CFR 73.21, is entitled: "Pilgrim Nuclear Power Station Physical Security, Training and Qualification, and Safeguards Contingency Plan, Revision O" submitted by letter dated October 13, 2004, as supplemented by letter dated May 15, 2006.

The licensee shall fully implement and maintain in effect all provisions of the Commission-approved cyber security plan (CSP), including changes made pursuant to the authority of 10 CFR 50.90 and 10 CFR 50.54(p). The licensee's CSP was approved by License Amendment No. 236, as supplemented by changes approved by Amendment Nos. 238,241,244, and 247.

Amendment No. XXX Renewed License No. DPR-35

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 33 of 103 H. Post-Accident Sampling System, NUREG-0737, Item 11.B.3. and Containment Atmospheric Monitoring System, NUREG-0737, Item 11.F.1{6)

The licensee shall complete the installation of a post-accident sampling system and a containment atmospheric monitoring system as soon as practicable, but no later than June 30, 1985.

I. Additional Conditions The Additional Conditions contained in Appendix B, as revised through Amendment No. XXX, are hereby incorporated into this renewed operating license. HDI shall operate the facility in accordance with the Additional Conditions.

J. Conditions Related to the Sale and Transfer (1) Deleted (2) Deleted (3) Deleted (4) Deleted Amendment No. XXX Renewed License No. DPR-35

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 34 of 103 (5) The Decommissioning Trust agreement(s) shall be in a form which is acceptable to the NRC and shall provide, in addition to any other clauses, that:

a) Investments in the securities or other obligations of Holtec Pilgrim, Holtec International, their affiliates, subsidiaries or associates, or their successors or assigns shall be prohibited. In addition, except for investments tied to market indexes or other non-nuclear sector mutual funds, investments in any entity owning one or more nuclear power plants is prohibited.

b) The Director, Office of Nuclear Reactor Regulation, shall be given 30 days prior written notice of any material amendment to the trust agreement(s).

K. Mitigation Strategy License Condition Develop and maintain strategies for addressing large fires and explosions and that include the following key areas:

(a) Fire fighting response strategy with the following elements:

1. Pre-defined coordinated fire response strategy and guidance

2. Assessment of mutual aid fire fighting assets

3. Designated staging areas for equipment and materials

4. Command and control

5. Training of response personnel (b) Operations to mitigate fuel damage considering the following:

1. Protection and use of personnel assets

2. Communications

3. Minimizing fire spread

4. Procedures for implementing integrated fire response strategy

5. Identification of readily-available pre-staged equipment

6. Training on integrated fire response strategy

7. Spent fuel pool mitigation measures (c) Actions to minimize release to include consideration of:

1. Water spray scrubbing

2. Dose to onsite responders L. The licensee shall implement and maintain all Actions required by Attachment 2 to NRC Order EA-06-137, issued June 20, 2006, except the last action that requires incorporation of the strategies into the site security plan, contingency plan, emergency plan and/or guard training and qualification plan, as appropriate.

M. Upon Implementation of Amendment No. 231 adopting TSTF-448, Revision 3, the determination of control room envelope (CRE) unfiltered air inleakage required by SR 4.7.6.2.e in accordance with TS 5.5.8.c.(i), the assessment of CRE habitability as required by Specification 5.5.8.c.(ii), and the measurement Amendment No. XXX Renewed License No. DPR-35

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 35 of 103 APPENDIX A TO FACILITY OPERATING LICENSE DPR-35 TECHNICAL SPECIFICATION AND BASES FOR PILGRIM NUCLEAR POWER STATION PLYMOUTH.MASSACHUSETTS Holtec Pilgrim, LLC and Holtec Decommissioning International, LLC Amendment No. 484, ~ . XXX

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 36 of 103 Design Features 4.0 4.0 DESIGN FEATURES 4.1 Site Location Pilgrim Nuclear Power Station is located on the western shore of Cape Cod Bay in the Town of Plymouth, Plymouth County, Massachusetts and contains approximately 517 acres owned by Holtec Pilgrim as shown on FSAR Figures 2.2-1 and 2.2-2. The site boundary is posted and a perimeter security fence provides a distinct security boundary for the protected area of the station.

The reactor (center line) is located approximately 1800 feet from the nearest property boundary.

4.2 Deleted 4.3 Fuel Storage 4.3.1 Criticality 4.3.1.1 The spent fuel storage racks are designed and shall be maintained with:

a. Fuel assemblies having a maximum k-infinity of 1.32 for standard core geometry, calculated at the burn up of maximum bundle reactivity, and an average U-235 enrichment of 4.6 % averaged over the axial planar zone of highest average enrichment; and

b. Kett s 0.99 if fully flooded with unborated water, which includes an allowance for uncertainties as described in Section 10.3.5 of the FSAR.

( continued)

PNPS 4.0-1 Amendment No. 477-, 4-84, 249, XXX

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 37 of 103 APPENDIX B ADDITIONAL CONDITIONS OPERATING LICENSE NO. DPR-35 Holtec Decommissioning International, LLC shall comply with the following conditions on the schedules noted below:

Amendment Implementation Number Additional Conditions Date 177 The licensee is authorized to relocate certain The amendment shall be Technical Specifications requirements to implemented within 30 days licensee-controlled documents. from July 31, 1998, except Implementation of this amendment shall that the licensee shall have include relocation of various sections of the until the next scheduled technical specifications to the appropriate Updated Final Safety documents as described in the licensee's Analysis Report (UFSAR) application dated September 19, 1997, and update to incorporate the in the staff's safety evaluation attached to UFSAR relocations.

this amendment.

Amendment No. 47-7, 484, ~ . XXX

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 38 of 103

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USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 39 of 103 Attachment 4 Safety Evaluation by the Office of Nuclear Reactor Regulation Related to Request for Direct and Indirect Transfers of Control of Renewed Facility Operating License No. DPR-35 and the General License for the Independent Spent Fuel Storage Installation from Entergy Nuclear Generation Company and Entergy Nuclear Operations, Inc. to Holtec Pilgrim, LLC and Holtec Decommissioning International, LLC (Pilgrim Nuclear Power Station), Docket Nos. 50-293 and 72-1044 (Aug. 22, 2019)

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 40 of 103

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USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 41 of 103 SAFETY EVALUATION BY THE OFFICE OF NUCLEAR REACTOR REGULATION RELATED TO REQUEST FOR DIRECT AND INDIRECT TRANSFERS OF CONTROL OF RENEWED FACILITY OPERATING LICENSE NO. DPR-35 AND THE GENERAL LICENSE FOR THE INDEPENDENT SPENT FUEL STORAGE INSTALLATION FROM ENTERGY NUCLEAR GENERATION COMPANY AND ENTERGY NUCLEAR OPERATIONS, INC.

TO HOLTEC PILGRIM, LLC AND HOLTEC DECOMMISSIONING INTERNATIONAL, LLC PILGRIM NUCLEAR POWER STATION DOCKET NOS. 50-293 AND 72-1044

1.0 INTRODUCTION

By application dated November 16, 2018 (Agencywide Documents Access and Management System (ADAMS) Accession No. ML18320A031), as supplemented by letters dated November 16, 2018, April 17, and July 29, 2019 (ADAMS Accession Nos. ML18320A040, ML19109A177, and ML19210E470, respectively), Entergy Nuclear Operations, Inc. (ENOI), on behalf of itself and Entergy Nuclear Generation Company (ENGC) (to be known as Holtec Pilgrim, LLC), Holtec International (Holtec), and Holtec Decommissioning International, LLC (HDI), (hereinafter referred to as Applicants), requested that the U.S. Nuclear Regulatory Commission (NRC) consent to the following actions:

(1) the direct transfer of ENOIs operating authority to HDI, and (2) the indirect transfer of control of the Renewed Facility Operating License No. DPR-35 for the Pilgrim Nuclear Power Station (Pilgrim), as well as the general license for the Pilgrim Independent Spent Fuel Storage Installation (ISFSI), to Holtec.

The Applicants also requested that the NRC approve a conforming administrative amendment to the facility licenses, to reflect the proposed direct transfer of the licenses from ENOI to HDI and the planned name change for ENGC, from ENGC to Holtec Pilgrim, LLC (Holtec Pilgrim)

The supplements dated April 17, and July 29, 2019, provided additional information that clarified the application and did not expand the scope of the application as originally noticed in the Federal Register (FR) on January 31, 2019 (84 FR 816).

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 42 of 103

2.0 REGULATORY EVALUATION

2.1 Background By letter dated November 10, 2015 (ADAMS Accession No. ML15328A053), ENOI notified the NRC of its intent to permanently cease operations at Pilgrim no later than June 1, 2019. By letter dated June 10, 2019 (ADAMS Accession No. ML19161A033), ENOI certified to the NRC that power operations ceased at Pilgrim on May 31, 2019, and fuel was permanently removed from the reactor vessel and placed in the spent fuel pool (SFP) on June 9, 2019. Pursuant to 10 CFR 50.82(a)(2), upon docketing of the certifications of permanent cessation of power operations and permanent removal of fuel from the reactor vessel in accordance with Title 10 of the Code of Federal Regulations (10 CFR) 50.82(a)(1)(i) and (ii), and the license under 10 CFR Part 50, Domestic Licensing of Production and Utilization Facilities, no longer authorizes operation of the reactor or emplacement or retention of fuel in the reactor vessel.

By letter dated November 16, 2018, ENOI submitted the Pilgrim Post-Shutdown Decommissioning Activities Report (PSDAR) (ADAMS Accession No. ML18320A034), which describes ENOIs plan to utilize the SAFSTOR method for decommissioning. In accordance with ENOIs SAFSTOR decommissioning approach, license termination would occur in 2079 and site restoration would be completed by 2080. The Applicants stated that the license transfer is being sought to effectuate a transaction under which Holtec Pilgrim will own the Pilgrim facility, including the ISFSI, pursuant to the terms of the Equity Purchase and Sale Agreement (EPSA), and HDI will assume the licensed responsibility for maintaining and decommissioning the facility, as the decommissioning operator of Pilgrim. The Applicants further stated that the transfer is desirable, because it will result in the prompt decommissioning of Pilgrim, consistent with the DECON method for decommissioning, as described in HDIs revised PSDAR, dated November 16, 2018 (ADAMS Accession No. ML18320A040). In accordance with HDIs DECON decommissioning approach, the release of all portions of the site other than the ISFSI will occur on an accelerated schedule, within approximately 8 years of the license transfer.

2.2 Pilgrim License Transfer and Equity Sale According to the Applicants, approval of both the direct and indirect transfers is being sought pursuant to a transaction under which 100 percent of the equity interests in ENGC will be transferred to Holtec based upon the terms of an EPSA, dated July 30, 2018 (the nonproprietary, publicly available version can be found as Attachment B at ADAMS Accession No. ML18320A031). Holtec Pilgrim will own the Pilgrim nuclear facility pursuant to the terms of the EPSA, and will have responsibility for Pilgrim as its licensed owner. Holtec Pilgrim will enter into an agreement for decommissioning services with HDI, with HDI acting as Holtec Pilgrims agent and with Holtec Pilgrim paying for all HDI expenses related to decommissioning, spent fuel management, and site restoration. Accordingly, HDI will become the licensed operator for decommissioning.

HDI will contract with Comprehensive Decommissioning International, LLC (CDI), a company jointly formed and owned by Holtec and SNC-Lavalin Group, as the decommissioning general contractor. CDI will perform day-to-day activities at the site, including decommissioning activities, subject to HDIs direct oversight and control as the licensed decommissioning operator. Pursuant to the terms of the EPSA, closing of the transaction cannot occur until the satisfaction of several conditions, including ENOIs certification pursuant to 10 CFR 50.82(a)(1)(ii) that fuel has been permanently removed from the reactor vessel, which,

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 43 of 103 as noted above, was submitted to the NRC on June 10, 2019, shortly after permanent cessation of operations. Attachments 1A and 1B, Corporate Structure - Pilgrim License Transfer and Equity Sale, of the application include simplified organization charts reflecting the current and post-transfer organizations.

2.3 Revised Post-Shutdown Decommissioning Activities Report In support of its license transfer application, Holtec submitted to the NRC a revised PSDAR for Pilgrim on November 16, 2018 (ADAMS Accession No. ML18320A040), to notify the NRC of changes in the actions and schedules previously described in the ENOI PSDAR. The revised PSDAR updates the information previously provided by ENOI on November 16, 2018 (ADAMS Accession No. ML18320A034), as required by 10 CFR 50.82(a)(7). The revised PSDAR is based and contingent upon NRC approval of this license transfer, and ENGC being acquired by Holtec, pursuant to the terms of the EPSA. On December 17, 2018 (ADAMS Accession No. ML18333A240), the NRC notified ENOI that the staff is treating the revised PSDAR submittal, dated November 16, 2018, as a supplement to the Pilgrim license transfer application, also dated November 16, 2018, until such time as the NRC makes a regulatory decision on the Pilgrim license transfer application. The NRC staff reviewed the revised PSDAR only to determine whether Holtec Pilgrim and HDI are financially and technically qualified to hold the license for Pilgrim and the general license for the Pilgrim ISFSI, as described in the application, and to engage in the proposed maintenance and decommissioning activities associated with the Pilgrim site.

2.4 Regulations and Guidance As described in the application, the proposed transaction constitutes a direct transfer of authority to conduct licensed activities at Pilgrim to HDI and the indirect transfer of control of the Renewed Facility Operating License No. DPR-35 for Pilgrim as well as the general license for the Pilgrim ISFSI, to Holtec, which requires prior NRC approval. For transfers of control of a license, the NRC must find that the transfer of the license is otherwise consistent with the applicable provisions of the law, NRC regulations, and orders issued by the Commission.

The request for approval of the transfers of the Pilgrim licenses was made pursuant to 10 CFR 50.80(a), which states, in part:

No license for a production or utilization facility, or any right thereunder, shall be transferred, assigned, or in any manner disposed of, either voluntarily or involuntarily, directly or indirectly, through transfer of control of the license to any person, unless the Commission gives its consent in writing.

In addition, the regulations in 10 CFR 50.80(b) and (c) apply. The regulation at 10 CFR 50.80(b) states, in part:

(1) An application for transfer of a license shall include:

(i) For a construction permit or operating license under this part, as much of the information described in §§ 50.33 and 50.34 of this part with respect to the identity and technical and financial qualifications of the proposed transferee as would be required by those sections if the application were for an initial license.

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 44 of 103 In addition, 10 CFR 50.80(c) states, in part:

the Commission will approve an application for the transfer of a license, if the Commission determines: (1) That the proposed transferee is qualified to be the holder of the license; and (2) That transfer of the license is otherwise consistent with applicable provisions of law, regulations, and orders issued by the Commission pursuant thereto.

In 10 CFR 50.40, Common Standards, the NRC states, in part:

In determining that a construction permit or operating license in this partwill be issued to an applicant, the Commission will be guided by the following considerations:

(b) The applicant for a construction permit, operating licenseis technically and financially qualified to engage in the proposed activities in accordance with the regulations in this chapter.

In 10 CFR 50.34(b)(6), the NRC requires that applicants provide certain information on facility operation. It requires, in part, that the information provided by the applicants include the following:

(i) The applicants organizational structure, allocations or responsibilities and authorities, and personnel qualification requirements.

(ii) Managerial and administrative controls to be used to assure safe operation.

In 10 CFR 50.34(b)(7), the NRC requires applicants for an operating license to provide the following information in the final safety analysis report:

The technical qualifications of the applicant to engage in the proposed activities in accordance with the regulations in this chapter.

With respect to the requested conforming amendment, 10 CFR 50.90, Application for Amendment of License, Construction Permit, or Early Site Permit, states, in part:

Whenever a holder of a license, including a construction permit and operating license under this part, desires to amend the license or permit, application for an amendment must be filed with the Commission, fully describing the changes desired, and following as far as applicable, the form prescribed for original applications.

Furthermore, 10 CFR 2.1315 states the following, in part:

(a) Unless otherwise determined by the Commission with regard to a specific application, the Commission has determined that any amendment to the license of a utilization facility or the license of an Independent Spent Fuel Storage Installation which does no more than conform the license to reflect the transfer action, involves respectively, "no significant hazards consideration"

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 45 of 103 (b) Where administrative license amendments are necessary to reflect an approved transfer, such amendments will be included in the order that approves the transfer.

In 10 CFR 50.33(a) through (d), the NRC requires applicants to provide information including the name of the applicant, address of the applicant, description of the business or occupation, corporate structure of the applicant, citizenship of the applicant, and foreign ownership and control of the applicant, as applicable.

In addition, 10 CFR 50.33(f) states, in part:

Except for an electric utility applicant for a license to operate a utilization facility of the type described in § 50.21(b) or § 50.22, [each application shall state]

information sufficient to demonstrate to the Commission the financial qualification of the applicant to carry out, in accordance with regulations in this chapter, the activities for which the permit or license is sought.

The NRC staff applies guidance in NUREG-1577, Revision 1, Standard Review Plan on Power Reactor Licensee Financial Qualifications and Decommissioning Funding Assurance, issued February 1999 (ADAMS Accession No. ML013330264), to evaluate the financial qualifications of applicants to carry out the activities for which the permit or license is sought.

In 10 CFR 50.54(bb), the NRC requires, in part, that a licensee submit, for NRC review and preliminary approval, the program by which the licensee intends to manage and provide funding for the management of all irradiated fuel, also known as spent fuel, at the reactor following permanent cessation of operation of the reactor until title to the spent fuel and possession of the fuel is transferred to the Secretary of Energy for its ultimate disposal in a repository.

In accordance with 10 CFR 50.2, Definitions, the term decommission means to remove a facility or site safely from service and reduce residual radioactivity to a level that permits (1) release of the property for unrestricted use and termination of the license, or (2) release of the property under restricted conditions and termination of the license.

In 10 CFR 50.33(k)(1), the NRC requires that applicants provide information, in the form of a report, as described in 10 CFR 50.75, Reporting and Recordkeeping for Decommissioning Planning, indicating how reasonable assurance will be provided that funds will be available to decommission the facility.

10 CFR 50.75 specifies how a licensee will provide reasonable assurance that funds will be available for the decommissioning process. Specifically, 10 CFR 50.75(b) requires that each power reactor applicant for an operating license submit a decommissioning report, as required by 10 CFR 50.33(k). 10 CFR 50.75(b) also requires decommissioning financial assurance be provided in an amount not less than the minimum formula amount in 50.75(c). In 10 CFR 50.75(e), the NRC includes the methods acceptable to the agency for providing decommissioning financial assurance. Finally, 10 CFR 50.75(h) provides additional requirements on the management of decommissioning trust funds (DTFs).

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 46 of 103 In 10 CFR 50.82(a)(8)(i), the NRC states that licensees may use DTFs under the following conditions:

(A) The withdrawals are for expenses for legitimate decommissioning activities consistent with the definition of decommissioning in § 50.2; (B) The expenditure would not reduce the value of the decommissioning trust below an amount necessary to place and maintain the reactor in a safe storage condition if unforeseen conditions or expenses arise and; (C) The withdrawals would not inhibit the ability of the licensee to complete funding of any shortfalls in the decommissioning trust needed to ensure the availability of funds to ultimately release the site and terminate the license.

In 10 CFR 50.82(a)(8)(v), the NRC requires power reactor licensees that have permanently ceased operations to provide to the NRC annually, by March 31, a decommissioning financial assurance status report.

In addition, 10 CFR 50.82(a)(8)(vii) provides, in part, for the licensees annual submittal to the NRC, a report on the status of its funding for managing spent fuel.

In addressing foreign ownership, control, or domination (FOCD) issues, Section 103d of the Atomic Energy Act of 1954, as amended (AEA), provides for the following, in relevant part:

No license may be issued toany corporation or other entity if the Commission knows or has reason to believe it is owned, controlled, or dominated by an alien, a foreign corporation, or a foreign government.

The NRCs regulation in 10 CFR 50.38, Ineligibility of Certain Applicants, is the regulatory provision that implements the FOCD provision of the AEA. Specifically, 10 CFR 50.38 states, in part:

[A]ny corporation, or other entity which the Commission knows or has reason to believe is owned, controlled, or dominated by an alien, a foreign corporation, or a foreign government, shall be ineligible to apply for and obtain a license.

The NRC staff evaluates license transfer applications in a manner consistent with the guidance provided in the Final Standard Review Plan on Foreign Ownership, Control, or Domination, as published in the Federal Register on September 28, 1999 (64 FR 52357), to determine whether the applicant is owned, controlled, or dominated by an alien, a foreign corporation, or a foreign government.

The NRC staff also reviews information that relates to nuclear onsite property damage insurance requirements under 10 CFR 50.54(w) and the Price-Anderson insurance and indemnity requirements under Section 170 of the AEA and 10 CFR Part 140, Financial Protection Requirements and Indemnity Agreements.

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 47 of 103 With respect to the transfer of control of a license for an ISFSI, 10 CFR 72.50(a) states as follows:

No license or any part included in a license issued under this part for an ISFSI or MRS [monitored retrievable storage facility] shall be transferred, assigned, or in any manner disposed of, either voluntarily or involuntarily, directly or indirectly, through transfer of control of the license to any person, unless the Commission gives its consent in writing.

The NRC staff considered the following regulatory guidance in its review of the proposed transfer:

• NUREG-0800, Standard Review Plan for the Review of Safety Analysis Reports for Nuclear Power Plants: LWR Edition, Chapter 13, Conduct of Operations, Section 13.1.1, Management and Technical Support Organization, Revision 6, issued August 2016 (ADAMS Accession No. ML15005A449), provides guidance for the review of changes to the technical organization or personnel qualifications proposed as a result of an operating license transfer. Specifically,Section I.4, Review of Operating License Transfers, states that the applicant for transfer of an operating license should provide a description of the organization to support plant operations, which should include (1) organizational charts of the corporate-level management and technical support organizations, emphasizing the changes to be made as a result of the transfer, (2) the relationship of the nuclear-oriented parts of the organization to the rest of the corporate organization, and (3) description of the specific provisions which have been made for uninterrupted technical support for operations.

• NUREG-0800, Chapter 13, Section 13.1.2-13.1.3, Operating Organization, Revision 7, issued August 2017 (ADAMS Accession No. ML15007A296), provides guidance for the review of a changes to the operating organization proposed as a result of an operating license transfer.

• NUREG-1713, Standard Review Plan for Decommissioning Cost Estimates for Nuclear Power Reactors (ADAMS Accession No. ML043510113), provides a list of items for which decommissioning trust funds can be used. The bases for NUREG-1713 can be found in two NUREGs that reference decommissioning at a pressurized water reactor and a boiling water reactor: NUREG/CR-5884, Revised Analyses of Decommissioning for the Reference Pressurized Water Reactor Power Station (ADAMS Accession No.

ML14008A187) and NUREG/CR-6174, Revised Analyses of Decommissioning for the Reference Boiling Water Reactor Power Station (ADAMS Accession No.

ML14008A186). The Pilgrim facility employed a General Electric boiling-water reactor nuclear steam supply system. As such, NUREG/CR-6174 applies.

3.0 TECHNICAL EVALUATION

3.1 Financial Qualifications In complying with the general corporate information requirements of 10 CFR 50.33, Contents of Applications; General Information (sections a through d), the Applicants state that Holtec Pilgrim (the proposed licensed owner after the license transfer and equity sale) will be a direct, wholly owned subsidiary of Nuclear Asset Management Company, LLC, (NAMCo), which will be a direct, wholly owned subsidiary of Holtec Power, Inc. (Holtec Power). HDI will be a direct,

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 48 of 103 wholly owned subsidiary of Holtec Power, and Holtec Power will be a direct, wholly owned subsidiary of Holtec. CDI, although jointly formed and owned by Holtec and SNC-Lavalin Group as previously discussed, will be the decommissioning general manager after the license transfer and equity sale and will have no direct or indirect ownership or licensing authority at Pilgrim.

Figures 1 and 2 of the application dated November 16, 2018, reflect the corporate ownership structure, including identification of the licensed owner and licensed operator, before and after the license transfer and equity sale. In summary, upon completion of the license transfer and equity sale transaction, Holtec Pilgrim will be the licensed owner of Pilgrim and HDI will be the licensed operator of Pilgrim.

The general corporate information required by 10 CFR 50.33(d)(3) includes identification of principal officers and directors of the Applicants, including those of Holtec, Holtec Power, NAMCo, Holtec Pilgrim, and HDI. Holtec will be the ultimate parent company of the proposed licensed entities. Holtec is a privately held corporation and is controlled by its Board of Directors, all of whom are U.S. citizens. It is owned by its shareholders as follows: (1) The Great Banyan Trust, 36.33-percent ownership interest, and (2) Multi-Decades Trust, 63.67-percent ownership interest. Dr. Krishna Singh of Holtec controls these trusts. As previously noted, by letter dated November 10, 2015, in accordance with 10 CFR 50.82(a)(1)(i) and (ii), the current licensee, ENOI, stated that Pilgrim will permanently cease operations no later than June 1, 2019. On May 31, 2019, ENOI permanently ceased operations at Pilgrim.

The current licensee, ENOI, submitted a letter dated June 10, 2019 (ADAMS Accession No. ML19161A033), certifying the permanent cessation of operations and permanent removal of fuel from the reactor vessel.

HDI (proposed licensed operator for decommissioning) will not be authorized under the facility license to operate or load fuel in the reactor pursuant to the terms of 10 CFR 50.82(a)(2) and will not conduct reactor operations contemplated by the financial qualifications provisions of 10 CFR 50.33(f)(2). Rather, all of HDIs licensed activities will involve possession of radioactive material in connection with maintaining the safe condition of the plant, radiological decommissioning of the Pilgrim site (including the ISFSI), license termination, and operational responsibilities associated with spent fuel management. Thus, following the proposed direct and indirect transfers, Holtec Pilgrim (the proposed licensed owner) will maintain the existing DTF and will be responsible for funding all the expenses associated with radiological decommissioning and operational costs for spent fuel management. Accordingly, as described in this safety evaluation, the NRC staffs review of HDI and Holtec Pilgrims financial qualifications and decommissioning financial assurance pursuant to 10 CFR 50.33(f),

10 CFR 50.33(k)(1), 10 CFR 50.75, and 10 CFR 50.82(a), includes an analysis of the projected costs for decommissioning the facility and terminating the license, and managing spent fuel until the U.S. Department of Energy (DOE) takes title and possession of the fuel.

For a facility in decommissioning, a licensee is required to execute financial plans for spent fuel management under 10 CFR 50.54(bb) and report annually on the status of funding dedicated towards radiological decommissioning and spent fuel management under 10 CFR 50.82(a)(8)(v) to (vii).

As stated in the application, Holtec Pilgrim will provide the financial assurance required by 10 CFR 50.75, 10 CFR 50.82(a)(8)(vi), and 10 CFR 72.30(b) and (c) for decommissioning Pilgrim, including the ISFSI, using the prepayment method in accordance with 10 CFR 50.75(e)(1)(i) and 10 CFR 72.30, Financial Assurance and Recordkeeping for Decommissioning. Holtec Pilgrim will retain the Pilgrim DTF, which, as of October 31, 2018,

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 49 of 103 contained $1,051,722,466 (as documented in the Pilgrim Updated Spent Fuel Management Plan submitted by ENOI on November 16, 2018). Under the terms of the EPSA, the after-tax market value of the DTF must be no less than $1.030 billion at closing, subject to an adjustment that will not impact Holtec Pilgrims or HDIs financial qualifications, as discussed in the EPSA.

Accordingly, staffs evaluation of the adequacy of the Applicants financial qualifications considered the more conservative value of $1.030 billion. Further analysis of the Applicants decommissioning funding resources is provided in the next section.

3.2 Radiological Decommissioning As noted above, pursuant to 10 CFR 50.2, decommission means to remove a facility or site safely from service and reduce residual radioactivity to a level that permits (1) release of the property for unrestricted use and termination of the license, or (2) release of the property under restricted conditions and termination of the license. The existing DTF for Pilgrim was created in compliance with 10 CFR 50.75, and the funds within the trust were collected while the facility was operating. As described below, the NRC staffs review of decommissioning financial assurance assesses whether the Applicants have provided reasonable assurance that funds will be available to cover estimated costs for radiological decommissioning of Pilgrim and its ISFSI.

Separate from and in parallel with this application, the Applicants submitted the HDI revised PSDAR 1 reflecting plans for decommissioning and spent fuel management following the proposed transfer of the licenses. Specifically, the HDI revised PSDAR contains the following:

• a description of the planned decommissioning activities along with a schedule for their accomplishment;

• a discussion that provides the reasons for concluding that the environmental impacts associated with site-specific decommissioning activities will be bounded by previously issued environmental impact statements; and

• a site-specific decommissioning cost estimate (DCE), including the costs for projected spent fuel management, license termination, and site restoration.

The HDI revised PSDAR reflects HDIs plan to complete the immediate and accelerated decommissioning of the non-ISFSI portions of the Pilgrim site within approximately 8 years after the proposed transfer is approved. The ENOI PSDAR reflected the current licensees decommissioning plan for Pilgrim to be completed by ENOI and ENGC within a 60-year period using the SAFSTOR method. The HDI revised PSDAR also contains the most recent decommissioning cost estimate and spent fuel management plans pursuant to 10 CFR 50.82, Termination of License.

Under the HDI revised PSDAR, as compared to the ENOI PSDAR, the proposed change in decommissioning method from SAFSTOR to DECON results in an approximate 50-year acceleration of the site closure, and a site-specific DCE that reflects reductions in license termination costs of approximately $595 million, and an increase in spent fuel management costs of approximately $81 million.

1 The staff notes that the NRC does not review the PSDAR for approval; however, for the purpose of this license transfer request, the staff relied on the revised PSDAR as a reference for the HDIs decommissioning plans and site-specific decommissioning cost estimate.

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 50 of 103 Following partial site release scheduled for 2025, and removal of spent fuel and GTCC waste from the site, HDI plans to decommission the ISFSI, terminate its NRC license, and release the site for unrestricted use in 2063. In accordance with the specific requirements of 10 CFR 72.30 for ISFSI decommissioning, the cost estimate for decommissioning the ISFSI reflects: 1) the cost of HDIs decommissioning contractor performing the decommissioning activities; 2) a contingency allowance of 25%; and 3) the cost of meeting the criteria for unrestricted use. The cost summary for decommissioning the ISFSI is presented in Appendix A of the HDI revised PSDAR.

As part of its review of the application, the staff reviewed the revised site-specific DCE for Pilgrim included with the HDI revised PSDAR to ensure that it contains the appropriate information. Pursuant to NUREG-1713, Standard Review Plan for Decommissioning Cost Estimates for Nuclear Power Reactors, for decommissioning planning purposes, this information includes:

• A description of the decommissioning cost estimating methodology

• A description of the overall decommissioning project annual expenses

• A summary decommissioning cost estimate by major activity and phase

• A schedule of the major decommissioning activities

• A summary of the radiological D&D management with support staff levels

• An estimate of the radioactive waste volume NUREG-1713 also states that if the amount of the site-specific cost estimate is less than the certification formula amount, a licensee must provide adequate justification for the difference.

In its evaluation of HDIs site-specific DCE, the staff noted that the DCE relies on estimated Pilgrim site-specific radiological decommissioning costs of $592,553,000, which is lower than the 10 CFR 50.75(c) minimum formula amount of $633,267,558, as reported by ENOI in its March 28, 2019, decommissioning funding status report (ADAMS Accession No.

ML19087A318). The application dated November 16, 2018, states that the required DTF value at closing ($1.030 billion) exceeds the minimum financial assurance required by 10 CFR 50.75(b)which, in turn, requires decommissioning financial assurance be provided in an amount not less than the minimum formula amount in 50.75(c). 2 However, the application did not provide any explanation for the difference in funding levels for radiological decommissioning costs between the site-specific DCE and the 10 CFR 50.75(c) minimum formula amount. Therefore, the staff sought supplemental information from the Applicants in a request for additional information (RAI) dated July 26, 2019, (ADAMS Accession No.

ML19207B366). The RAI requested, among other things, that the Applicants provide justification for using a site-specific radiological decommissioning cost estimate value of

$592,553,000 that is less than the 10 CFR 50.75(c) minimum formula amount of $633,267,558.

By letter dated July 29, 2019 (ADAMS Accession No. ML19210E470), the Applicants provided their justification for using a total site-specific radiological decommissioning cost estimate value that is less than the minimum formula amount. Specifically, HDI stated that the HDI site-specific DCE is a more reliable and precise estimate of decommissioning costs because it is based on 2 Throughout this SE, the staff refers to the amount specified in the table of minimum amounts in 10 CFR 50.75(c) as the 10 CFR 50.75(c) minimum formula amount.

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 51 of 103 Pilgrim site-specific plant data and historical information, actual site conditions, regulatory requirements applicable to Pilgrim, and actual pricing information, as compared to the 10 CFR 50.75(c) formula amount, which is based on generic inputs. Additionally, in both the November 16, 2018, application and the July 29, 2019, supplement, the Applicants stated that the HDI Pilgrim site-specific DCE was reviewed against the estimates of costs associated with license termination (radiological decommissioning) in NUREG/CR-6174, benchmarked against nine comparable decommissioning projects, and compared with costs for similar radioactive decommissioning activities at seven boiling water reactors.

As part of its review of the Applicants justification for relying on estimated site-specific radiological decommissioning costs of $592,553,000, the staff compared the Pilgrim site-specific radiological decommissioning costs with the estimated activities of the four periods associated with the DECON decommissioning method as outlined in NUREG/CR-6174, Revised Analyses of Decommissioning for the Reference Boiling Water Reactor Power Station:

1) Pre-shutdown planning/engineering and regulatory reviews,

2) Plant deactivation and preparation for storage,

3) A period of plant safe storage with concurrent operations in the spent fuel pool until the pool inventory is zero, and

4) Decontamination and dismantlement of the radioactive portions of the plant, leading to license termination.

The NRC staff also compared the Pilgrim site-specific estimated radiological decommissioning costs of $592,553,000 with the site-specific costs of comparable decommissioning projects.

Based on the review of the Pilgrim site-specific radiological decommissioning costs of

$592,553,000, as compared to NUREG/CR-6174, the staff concludes that the Applicants method for developing the Pilgrim site-specific radiological decommissioning cost estimate is reasonable. Further, when compared to radiological decommissioning costs associated with similar decommissioning projects, the staff finds that the Applicants Pilgrim site-specific radiological decommissioning costs of $592,553,000 is reasonable.

Therefore, based on (1) its review of the Applicants justification for relying on a site-specific DCE that is less than the minimum formula amount, (2) its review of the HDI site-specific DCE, in accordance with NUREG-1713 and NUREG/CR-6174, and (3) a comparison to the original ENOI PSDAR and site-specific DCE, the staff finds that HDIs site-specific DCE, which uses

$592,553,000 for the estimated site-specific radiological decommissioning costs for Pilgrim, is reasonable. As such, the staff used the value of $592,553,000 for radiological decommissioning costs when it conducted its independent cash flow analysis, as described below.

3.2.1 Decommissioning Funding Assurance ENOIs March 28, 2019, annual report on the status of decommissioning funding for Pilgrim reports a DTF balance of approximately $1.028 billion as of December 31, 2018, and approximately $1.043 billion as of February 28, 2019. The cash flow analysis in Table 1 of the November 16, 2018, application is based on a beginning DTF balance of $1.030 billion

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 52 of 103 (following closure of the equity sale in 2019), 3 as well as estimated costs for radiological decommissioning, spent fuel management, and site restoration of Pilgrim, all to be funded using the DTF. HDI stated that this beginning DTF balance reflects the fund value post-closure of the asset sale. Furthermore, the application states that the 2019 HDI costs include estimated pre-closure and post-closure costs.

In their application dated November 16, 2018, the Applicants provided financial projections for the duration of the Pilgrim decommissioning project, including the amount of the decommissioning trust funds in the DTF. The application also included a cash flow analysis that assumes a DTF balance of approximately $1.030 billion, as well as estimated costs for radiological decommissioning, including the Pilgrim ISFSI (~$592 million), spent fuel management (~$501 million), and site restoration of Pilgrim (~$40 million), all to be funded using the DTF. With respect to the adequacy of funding for the radiological decommissioning of Pilgrim and the Pilgrim ISFSI, the staff reviewed the application, including the HDI site-specific DCE for the facility, planned decommissioning activities, the opening DTF balance of $1.030 billion, and projected trust growth. The staff used the opening DTF balance of $1.030 billion based on the terms of the EPSA, which states that the after-tax market value of the DTF must be no less than $1.030 billion at time of transaction closing. As discussed above, the staff used

$592,553,000 for radiological decommissioning costs. As allowed by 10 CFR 50.75(e)(1)(ii)),

the staff began its cost analysis using a 2% real-rate of return on annual balances. In its application dated November 16, 2018, the Applicants stated they also used a 2% real-rate of return. However, in Table 1 of the November 16, 2018, application, the Applicants noted that the Year Ending DTF Balance is after-taxes. Therefore, in its cost analysis, the staff found that Table 1 reflects an actual real-rate of return of 1.42%. The staff notes that this is conservative to the 2% annual real rate of return allowed by 10 CFR 50.75(e)(1)(ii). To be consistent in validating the HDIs site-specific DCE, the staff used the more conservative 1.42% real-rate of return. These considerations were included in the staffs independent cash flow analysis, which is contained in Attachment 1 to this safety evaluation.

As noted above, HDIs site-specific DCE relies on estimated radiological decommissioning costs of $592,553,000, which is lower than the 10 CFR 50.75(c) minimum formula amount of

$633,267,558. In its RAI dated July 26, 2019, the staff requested a justification for this lower amount and, in case the Applicants failed to provide sufficient justification, the staff also requested that the Applicants provide a revised decommissioning cash flow analysis using the minimum formula amount of $633,267,558. In Attachment 1 of the July 29, 2019, supplement, the Applicants provided the requested revised cash flow analysis. Although the staff completed a separate, independent cash flow analysis to validate this revised cash flow analysis, ultimately, as noted above, the staff determined that HDIs site-specific DCE, which uses

$592,553,000 for the estimated site-specific radiological decommissioning costs for Pilgrim, is reasonable and sufficiently justified. Therefore, for purposes of this safety evaluation, the staff relies on the cash flow analysis in Attachment 1 to support its finding that the funds in the DTF are expected to be available and sufficient to cover the estimated costs of $592,553,000 for the radiological decommissioning of the facility (including the ISFSI).

In Enclosure 2 of the November 16, 2018 application, pursuant to 10 CFR 50.12, Specific exemptions, the Applicants requested an exemption from 10 CFR 50.82(a)(8)(i)(A) to allow Holtec Pilgrim and HDI to use of a portion of the funds from the Pilgrim DTF for the management of spent fuel and site restoration activities. The staffs analysis of this regulatory 3 The terms of the Equity Purchase and Sales Agreement describes the after-tax market value of the DTF must be no less than $1.030 billion at time of transaction closing.

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 53 of 103 exemption (ADAMS Accession No. ML19192A083) was performed separate from this safety evaluation and, on August 22, 2019, the staff approved the exemption request. This exemption is being issued simultaneously with this license transfer; it will only apply to Holtec Pilgrim and HDI after the Applicants have completed the license transfer transaction and the NRC has issued the conforming amendment reflecting the license transfers.

In its review of the exemption, the NRC staff concluded that reasonable assurance exists that adequate funds will be available in the DTF to complete radiological decommissioning. The NRC staff considered its findings from its evaluation of the exemption in its analysis of this proposed license transfer, which supports the NRC staffs conclusion that the Applicants use of the DTF for activities associated with spent fuel management and site restoration, will not negatively impact availability of funding for radiological decommissioning. The NRC staffs independent cash flow analysis, as contained in Attachment 1 to this safety evaluation, supports these findings.

3.2.2 Radiological Decommissioning Conclusion Based on this review, in consideration of the above analysis and the NRC staffs independent cash flow analysis in the Attachment 1 to this safety evaluation, the NRC staff finds that the Applicants have provided reasonable assurance of obtaining the funds necessary to cover estimated costs for decommissioning Pilgrim and its ISFSI in accordance with the requirements of 10 CFR 50.33(f), 10 CFR 50.33(k)(1), 10 CFR 50.75, and 10 CFR 50.82(a).

3.3 Spent Fuel Management After the closing of the proposed transaction, Holtec Pilgrim will continue to hold title to the spent nuclear fuel at Pilgrim and will continue to maintain the DOE Standard Contract, including all rights and obligations under that contract (see Section 3.5, Standard Contract for Disposal of Spent Nuclear Fuel, of this safety evaluation, for further discussion on this topic).

With regard to spent fuel removal from the Pilgrim site, HDI indicated in its PSDAR that its plan for spent fuel removal is consistent with ENOIs previously submitted spent fuel management plan (ADAMS Accession No. ML18320A036), as approved by the NRC staff (ADAMS Accession No ML19122A199), in that fuel is expected to be removed beginning in 2030. This plan remains dependent upon the DOEs ability to remove spent fuel from the site in a timely manner.

According to the Pilgrim spent fuel management plan, assuming the DOEs generator allocation/receipt schedules are based upon the oldest fuel receiving the highest priority and that the DOE begins removing spent fuel from commercial facilities in 2025 with an annual capacity of 3,000 metric tons of uranium, spent fuel is projected to remain at the Pilgrim site for approximately 43 years after the termination of operations in 2019. Any delay in transfer of fuel to DOE or decrease in the rate of acceptance will correspondingly prolong the transfer process and result in spent fuel remaining at the site longer than anticipated. Accordingly, in Section 3.2 of Enclosure 1, PNPS Site-Specific Decommissioning Cost Estimate, of HDIs Pilgrim PSDAR, HDI based its cost assumptions on fuel removal from Pilgrim in 2030 through 2062. The NRC staff accepts these assumptions with regard to the final disposition of Pilgrim spent fuel as DOE, according to the Nuclear Waste Policy Act of 1982, is authorized to ultimately enter into contracts with owners and generators of commercial spent nuclear fuel to begin taking title to (legal ownership of) spent nuclear fuel. Spent fuel storage operations will continue at the site, independent of decommissioning operations, until the transfer of the fuel to DOE is complete.

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 54 of 103 In its license transfer application, the Applicants provided their funding plan for spent fuel management costs, which included using excess DTFs for spent fuel management. The NRC staff discusses its review of the Applicants funding plan for spent fuel management costs below.

3.3.1 Exemption To Use Decommissioning Trust Fund for Spent Fuel Management Because Holtec Pilgrim and HDI will rely on the DTF to provide funding for spent fuel management and site restoration costs, the Applicants requested an exemption from 10 CFR 50.82(a)(8)(i)(A) to allow Holtec Pilgrim and HDI to use funds from the DTF for these activities. As mentioned above, the staffs analysis of this regulatory exemption was performed separate from this safety evaluation and, on August 22, 2019 (ADAMS Accession No.

ML19192A083), the NRC approved this exemption for Holtec Pilgrim and HDI. This exemption is being issued simultaneously with this license transfer; it will only apply to Holtec Pilgrim and HDI after the Applicants have completed the license transfer transaction and the NRC has issued the conforming amendment reflecting the license transfers.

In its review of the exemption, the NRC staff concluded that reasonable assurance exists that adequate funds will be available in the DTF to complete radiological decommissioning. The NRC staff considered its findings from its evaluation of the exemption in its analysis of this proposed license transfer, which supports the NRC staffs conclusion that the use of the DTF for activities associated with spent fuel management will not negatively impact availability of funding for radiological decommissioning. The NRC staffs independent cash flow analysis, as shown in Attachment 1 to this safety evaluation, supports these findings.

Therefore, based on its evaluation, the staff finds that the use of excess funds from the DTF for spent fuel management provides a reasonable source of funding to cover the costs associated with spent fuel management.

3.3.2 Spent Fuel Management Conclusion The staff reviewed estimates for major spent fuel management activities and funding requirements. Based on its review, the staff concludes that the activities and associated costs of the Pilgrim spent fuel management plan appear reasonable, and as noted above, the staff accepts the assumptions in the Pilgrim spent fuel management plan with regard to the final disposition of Pilgrims spent fuel by DOE. In addition, the staff does not have new information that challenges the preliminary approval of the Pilgrim spent fuel management plan previously granted by the NRC.

Pertaining to the HDIs plan to fund spent fuel management activities from the DTF, the NRC staff reviewed HDIs site-specific DCE for the facility, planned decommissioning activities and funding associated with those activities, and use of the DTF for spent fuel management (about

$501 million) through 2063. With an opening DTF balance of $1.030 billion (2019$), and a projected DTF growth rate of 1.42-percent real rate of return on annual balances as assumed by HDI, the NRC staff finds that funds are expected to be available to pay for the radiological decommissioning of the facility (including the ISFSI), spent fuel management, and site restoration, as allowed by the approval of the regulatory exemption. Attachment 1 to this safety evaluation report contains the NRC staffs independent cash flow analysis.

The NRC staff notes that Holtec Pilgrim expects to recover spent fuel management costs it will incur from the DOE through litigation or settlement of its claims. Holtec Pilgrim did not declare

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 55 of 103 DOE reimbursements for consideration in this license application. As such, the staff did not factor in potential DOE reimbursements as part of its independent cash flow analysis.

Based on its review, and in consideration of the above analysis describing the Applicants financial plans for managing spent fuel, the NRC staff finds that the Applicants have reasonable assurance of obtaining the funds necessary to cover estimated costs for spent fuel management in accordance with 10 CFR 50.33(f) and 10 CFR 50.54(bb).

3.4 Financial Qualifications Conclusion As described above, the NRC staff reviewed the application in its evaluation of the Applicants financial qualifications, funding for the decommissioning of Pilgrim, and funding for spent fuel management at Pilgrim. Based on its evaluation as described above and shown in its independent cash flow analysis in Attachment 1, the NRC staff concludes that the funds in the DTF are expected to be available and sufficient to cover the estimated costs for the radiological decommissioning of the facility (including the ISFSI). Therefore, the NRC staff concludes that the Applicants have provided reasonable assurance of obtaining the funds necessary to cover estimated costs for decommissioning Pilgrim in accordance with the requirements of 10 CFR 50.33(f), 10 CFR 50.33(k)(1), 10 CFR 50.75, and 10 CFR 50.82(a).

In addition, based on its evaluation above of the Applicants funding plans for managing spent fuel, including the exemption to use DTF for spent fuel management, as supported by the NRC staffs independent cash flow analysis in Attachment 1, the NRC staff finds that the Applicants have provided reasonable assurance of obtaining the funds necessary to cover estimated costs for spent fuel management in accordance with the requirements of 10 CFR 50.33(f) and 10 CFR 50.54(bb).

Accordingly, considering the foregoing evaluation, the NRC staff finds that Holtec Pilgrim and HDI are financially qualified to hold the Pilgrim License No. DPR-35, and the general license for the Pilgrim ISFSI, as proposed.

3.5 Standard Contract for Disposal of Spent Nuclear Fuel As stated by the Applicants, Holtec Pilgrim will continue to hold title to the spent nuclear fuel at Pilgrim and will continue to maintain the DOE Standard Contract, including all rights and obligations under that contract. The previous owner, Boston Edison Company, and the United States of America, represented by the DOE, entered into this Standard Contract, No. DE-CR01-83NE44368, dated June 17, 1983, to govern the disposal of the spent nuclear fuel generated at Pilgrim.

3.6 Antitrust Review The AEA does not require or authorize antitrust reviews of post-operating license transfer applications (Kansas Gas and Electric Co., et al. (Wolf Creek Generating Station, Unit 1),

CLI-99-19, 49 NRC 441 (1999)). This application postdates the issuance of the operating license for the unit under consideration in this safety evaluation and, therefore, no antitrust review is required or authorized.

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 56 of 103 3.7 Foreign Ownership, Control, or Domination Sections 103d and 104d of the AEA prohibit the NRC from issuing a license for a nuclear power plant to any corporation or other entity if the Commission knows or has reason to believe it is owned, controlled, or dominated by an alien, a foreign corporation, or a foreign government.

The NRCs regulation, 10 CFR 50.38, contains language to implement this prohibition.

According to the Applicants, Holtec is a privately held corporation and is controlled by its Board of Directors, all of whom are U.S. citizens. The directors are ultimately appointed by Holtecs owners, who are trust companies organized in the State of Florida and are controlled by U.S. citizens. Holtec has been U.S.-owned since its inception in 1986 without any non-U.S. control or domination. Holtec Power, NAMCo, Holtec Pilgrim, and HDI are all directly or indirectly under Holtecs control, and all of the directors and executive committee members as identified in Attachment C to the application are U.S. citizens. Although Holtec performs work in foreign countries, the contractual arrangements to provide products and services do not result in any FOCD of the Holtec organization or its subsidiaries or contracts. The activities conducted in foreign countries are ultimately controlled by U.S. citizens.

Further, the Applicants state that, as the licensed entity with possession of and responsibility for direct oversight, control, and decommissioning of Pilgrim, HDI will act for itself and on behalf of Holtec Pilgrim, as its agent. Neither HDI nor Holtec Pilgrim is acting as the agent or representative of any other entity in the proposed transfer of the licenses. The Applicants also state that CDI is jointly owned by HDI and SNC-Lavalin. HDI, as the majority owner of CDI, controls CDI. SNC-Lavalin, a company based in Montreal, Quebec, Canada, is a publicly traded company on the Toronto Stock Exchange. CDIs role is defined as the decommissioning general contractor under a contract between HDI and CDI. CDI will not be the licensed owner or operator of the plant and will not have direct access to the Pilgrim DTFs. CDI will perform decommissioning activities pursuant to its contract with HDI, subject to HDIs direct oversight and control. There is no prohibition against a company with foreign minority ownership performing licensed activities at U.S. nuclear reactors. Therefore, notwithstanding CDIs foreign minority ownership and engagement as the decommissioning operations contractor, Holtec and the licensee entities proposed for Pilgrim will not be owned, controlled, or dominated by any foreign person.

Based on this information, the NRC staff finds that the direct and indirect transfer of the facility licenses to Holtec, Holtec Pilgrim, and HDI, as proposed in the application, does not raise any issues related to FOCD within the meaning of the AEA and NRC regulations. In light of the above and pursuant to Sections 103d and 104d of the AEA and 10 CFR 50.38, the NRC staff concludes that it does not know, or have reason to believe, that any of the Applicants or their respective owners will be owned, controlled, or dominated by an alien, a foreign corporation, or a foreign government, as a result of the direct or indirect license transfers.

3.8 Nuclear Insurance and Indemnity Pursuant to the requirements of the Price-Anderson Act (Section 170 of the AEA) and the NRCs implementing regulations in 10 CFR Part 140, the current indemnity agreement must be modified to reflect that, after the proposed license transfers take effect, Holtec Pilgrim (licensed owner) and HDI (licensed operator for decommissioning) will be the sole licensees for Pilgrim for purposes of decommissioning the site. Consistent with NRC practice, the NRC staff will require Holtec Pilgrim and HDI to provide and maintain onsite property insurance as specified in 10 CFR 50.54(w). Holtec Pilgrim and HDI are also required to provide evidence that they have

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 57 of 103 obtained the appropriate amount of insurance in accordance with 10 CFR 140.11(a)(4), which will be effective concurrent with the date of the license transfers and amended indemnity agreement. Therefore, the order approving the transfer will be conditioned as follows:

Prior to the closing of the license transfer, Holtec Pilgrim and HDI shall provide the Directors of NRCs Office of Nuclear Material Safety and Safeguards (NMSS) and Office of Nuclear Reactor Regulation (NRR) satisfactory documentary evidence that they have obtained the appropriate amount of insurance required of a licensee under 10 CFR 140.11(a)(4) and 10 CFR 50.54(w) of the Commissions regulations.

Based on the above, the NRC staff concludes that the proposed license transfer, as conditioned, satisfies the nuclear insurance and indemnity requirements of 10 CFR Part 140 and 10 CFR Part 50.

3.9 Financial Conclusions Based on the foregoing, and subject to the conditions described herein, the NRC staff concludes that Holtec Pilgrim and HDI are financially qualified to be the holders of the Pilgrim license as owner and decommissioning operator, respectively, and of the general license for the Pilgrim ISFSI, as described in the application, and to engage in the proposed maintenance and decommissioning activities associated with the Pilgrim site. The NRC staff has concluded, based on the considerations discussed above, that (1) the proposed transferees are financially qualified to be the holders of license DPR-35 and (2) the proposed direct and indirect license transfers are otherwise consistent with the applicable provisions of law, regulations, and orders issued by the Commission pursuant thereto.

Additionally, the NRC staff finds that the Applicants have satisfied the NRCs decommissioning funding assurance requirements and the applicable onsite and offsite insurance requirements as conditioned. Further, the NRC staff finds that the Applicants are not owned, controlled, or dominated by a foreign entity.

3.10 Management and Technical Support Organization By application dated November 16, 2018, the Applicants requested that the NRC consent to the license transfer for the purpose of implementing expedited decommissioning at Pilgrim.

Figure 2 of the application shows the planned ownership structure following the proposed transfer. Holtec International is the ultimate parent company of Holtec Pilgrim and HDI. Holtec Power is a direct, wholly owned subsidiary of Holtec International. Holtec Pilgrim will be a direct, wholly owned subsidiary of NAMCo, which, in turn, is a direct, wholly owned subsidiary of Holtec Power. HDI is also a direct, wholly owned subsidiary of Holtec Power.

As stated in the application, following NRC approval of the transfers, 100 percent of the equity interests in ENGC will be transferred to Holtec pursuant to the terms of an EPSA. ENGC will change its name to Holtec Pilgrim, but the same legal entity will continue to exist before and after the proposed transfer. After the closing of the transaction and license transfer, ENGC, renamed Holtec Pilgrim, will continue to own Pilgrim, as well as its associated assets and title to spent nuclear fuel. Upon closing the proposed transaction, HDI will assume licensed responsibility as the decommissioning operator of Pilgrim, and Holtec Pilgrim will assume licensed responsibility as the owner of Pilgrim. Holtec Pilgrim will enter into a decommissioning operator services agreement with HDI, which will provide for HDI to act as Holtec Pilgrims

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 58 of 103 agent and for Holtec Pilgrim to pay HDIs costs for post-shutdown operations, including decommissioning, spent fuel management, and site restoration costs. HDIs licensed activities will involve possessing and disposing of radioactive material, maintaining the facility in a safe condition (including handling, storing, controlling, and maintaining the spent fuel),

decommissioning and decontaminating the facility, and maintaining the ISFSI until it can be decommissioned.

The Applicants further stated, in Sections 2 and 5.C of Enclosure 1 to the application dated November 16, 2018, that HDI will contract with CDI, a company jointly formed and owned by Holtec and SNC-Lavalin, as the decommissioning general contractor, subject to HDIs direct oversight and control as the decommissioning licensed operator. HDI will become Pilgrims licensed operator for decommissioning, and CDI will perform day-to-day licensed activities at the site, including decommissioning activities, pursuant to the Decommissioning General Contractor Agreement between HDI and CDI, subject to HDIs direct oversight and control as the decommissioning licensed operator. The application further specified that CDI will subcontract with industry vendors who have demonstrated expertise in dismantlement and decommissioning in the nuclear field. HDI and CDI will select subcontractors using an industry vendor evaluation and selection vetting process, with key criteria for selection that include recent experience, technical capability to perform tasks, safety record, prior record of adherence to quality, and history of any adverse NRC notices, such as notices of violation or confirmatory action letters.

Section 5.B of the application described HDIs responsibilities as the licensed operator, to include the following:

• meeting all duties and obligations of the decommissioning operator licensee, including continuing compliance with the ISFSI Certificate of Compliance, licensing basis, and regulatory commitments and requirements

• possessing and disposing of radioactive material

• maintaining the facility in a safe condition, including the storage, control, and protection of the spent fuel in the pool and on the ISFSI, until the ISFSI is decommissioned

• establishing and implementing processes to ensure compliance with the licenses and NRC regulations, and retaining decisionmaking authority for any issues related to compliance with the licenses and NRC regulations

• overseeing the development and submittal of licensing actions required to support ongoing decommissioning activities

• making necessary modifications to the emergency preparedness and security plans and responses to NRC orders on security

• performing the functions necessary to fulfill the quality assurance requirements of the Pilgrim technical specifications (TS) and as specified in the Pilgrim Quality Assurance Program Manual (QAPM) in place at the time of license transfer

• providing oversight of CDI, including quality assurance, safety, and security

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 59 of 103 The application described HDI as being structured in a manner that is similar to the corporate organization that exists in many current nuclear industry utilities with a fleet of operating units, including the current Pilgrim structure. HDI plans to fill the onsite HDI position of Pilgrim Site Vice President with an incumbent Pilgrim senior manager.

The Applicants provided a combined organizational chart of the Pilgrim organization in Figure A-1 of the application, depicting the relationships between HDI as the decommissioning licensed operator and CDI and the decommissioning general contractor. Further, Sections 5.B and 5.C of Enclosure 1 to the application, dated November 16, 2018, contain information about the roles and responsibilities of HDI and CDI senior management, respectively. The planned HDI senior management organization will comprise Holtec personnel and will include the following:

• The HDI President and Chief Nuclear Officer (CNO) will report directly to the Holtec Executive Committee. The HDI President and CNO will be responsible for overseeing the safety, operation, and decommissioning of nuclear sites maintained by HDI, including Pilgrim.

• The HDI Vice President for Quality Assurance and Nuclear Oversight will report to the HDI President and CNO and will be responsible for providing quality assurance oversight for nuclear sites maintained by HDI, including Pilgrim. The responsibilities of the HDI Vice President for Quality Assurance and Nuclear Oversight include quality assurance oversight for the movement of fuel and the transportation of radioactive waste.

• The HDI Senior Vice President and Chief Operating Officer (COO) will report to the HDI President and CNO and will be responsible for providing oversight of the decommissioning activities performed by CDI at nuclear sites maintained by HDI, including fuel management, security, and emergency preparedness.

• The HDI Pilgrim Site Vice President will report to the HDI Senior Vice President and COO and will be responsible for providing day-to-day onsite leadership and direction of safe decommissioning activities at the site. In addition, the HDI Pilgrim Site Vice President will be responsible for assuring compliance with the licenses, including the TS, ISFSI Certificate of Compliance, and any other regulatory requirements and commitments.

• The HDI Vice President for Licensing will report to the HDI Senior Vice President and COO and will be responsible for providing licensing oversight for the decommissioning of nuclear sites maintained by HDI, including Pilgrim.

• The HDI Vice President for Technical Support will report to the HDI Senior Vice President and COO and will be responsible for providing technical support in the areas of health and safety, the environment, radiation protection, and decommissioning improvements at nuclear sites maintained by HDI, including Pilgrim.

• The CDI Pilgrim Decommissioning General Manager will report to the HDI Pilgrim Site Vice President; will lead the CDI team; and will maintain responsibility for overall management, performance, nuclear safety, quality assurance, and employee safety.

The CDI Pilgrim Decommissioning General Manager will also report to the CDI Vice President for Corporate Operations, who, in turn, reports directly to the CDI Chief Executive Officer. The following organizations and their respective managers will be

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 60 of 103 reporting to the CDI Pilgrim Decommissioning General Manager: Decommissioning Deputy General Manager, Regulatory Affairs Manager, Spent Fuel Manager, Radiation Protection Manager, Waste Manager, Decommissioning Projects Manager, and Project Controls Manager. In addition, the incumbent ENOI Pilgrim Decommissioning Organization personnel at the time of license transfer who accept offers of employment will be integrated into the CDI site organization. They will continue to be located at Pilgrim and will include staff from the plant operations, emergency planning, and security organizations, with their roles and responsibilities based largely on their pretransfer roles and responsibilities. Incumbent staffing levels will be based on the permanent shutdown and defueled status of Pilgrim immediately before the license transfer.

By letter dated August 31, 2018 (ADAMS Accession No. ML18243A489), Exelon Generation Company, LLC (Exelon Generation), Oyster Creek Environmental Protection, LLC, and HDI submitted an application for order approving direct transfer of the operating license for Oyster Creek Nuclear Generating Station (Oyster Creek) from Exelon Generation to Oyster Creek Environmental Protection as the licensed owner and to HDI as the licensed decommissioning operator, for NRCs approval. The application stated that HDI, as licensed operator, will provide the overall management of decommissioning activities at Oyster Creek. The NRC approved the license transfer request for Oyster Creek on June 20, 2019 (ADAMS Accession No.

ML19095A454). HDI became the licensed decommissioning operator for Oyster Creek on July 1, 2019 (ADAMS Accession No. ML19164A157).

During its review of the instant license transfer application, the NRC staff noted that, should the license transfer for Pilgrim be approved, HDI would be responsible for conducting licensed activities at two sites simultaneously (Pilgrim and Oyster Creek), including possession and disposition of radioactive material, maintenance of the facilities in a safe condition (including storage, control, and maintenance of the spent fuel), decommissioning and decontamination of the facilities, and maintenance of the ISFSIs until they can be decommissioned. Therefore, by letter dated March 21, 2019 (ADAMS Accession No. ML19086A349), the NRC staff submitted a request for additional information, asking that the Applicants provide information that justifies that HDIs management and technical support organization will have sufficient resources (i.e., corporate structure, management and technical support organization staff capacities, internal procedures) to conduct licensed activities at multiple sites. By letter dated April 17, 2019 (ADAMS Accession No. ML19109A177), HDI responded that it would use a fleet model to manage and conduct the decommissioning of its shutdown nuclear power plants. The fleet model will provide for efficiency by establishing standard processes, procedures, and approaches at the corporate level and at the decommissioning sites, similar to the model used by many operating fleets. In addition, each of HDIs decommissioning sites will have a dedicated leadership reporting to the same HDI corporate executive team and sufficient technical support from the CDI site organizations, mostly made up of experienced incumbents and supplemented as needed by additional Holtec and SNC-Lavalin resources. HDI further stated that it will implement governance procedures at both the HDI corporate level and at the site level. As decommissioning progresses at the sites, HDI will make changes to the site governance documents, with the overall goal of standardizing such documents across the HDI fleet as much as practicable, to allow efficiency in oversight and the application of site-specific lessons learned and operating experience to other sites in the HDI fleet. The executive leadership team at the HDI corporate level will oversee the safety, operation, and decommissioning at the Oyster Creek and Pilgrim sites. The executive leadership team consists of the HDI Vice President for Licensing, Treasurer and Nuclear Decommissioning Trust Fund Management, Vice President for Technical Support, Senior Vice President and COO, Vice President for Quality Assurance and Nuclear Oversight, President and CNO, and the Holtec

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 61 of 103 Executive Committee. HDI stated that the corporate HDI and CDI executive team is structured and staffed in anticipation of supporting planning and decommissioning activities at multiple sites, with the capacity to expand as needed.

The Applicants further stated in the application dated November 16, 2018, that CDI will support HDIs responsibility to maintain the facility in compliance with the licenses and NRC regulations by performing licensed activities and decommissioning safely and securely. HDI will retain ultimate decision-making authority and will provide direct governance and oversight of CDIs performance, thereby fulfilling its licensed responsibilities as the decommissioning licensed operator. Holtec senior staff will manage HDI to provide the requisite managerial capabilities and decision-making authority within the licensed organization, while a combination of Holtec and Atkins personnel (see below) who have commercial nuclear experience, including experience in spent fuel handling and decommissioning, will staff CDI. As of the transaction closing, CDI will become the employer of ENOIs employees in the Pilgrim decommissioning organization, with the exception of an incumbent senior manager at Pilgrim, who will be employed by HDI.

As stated in Sections 5.C, 5.D, and 8.D of Enclosure 1 to the letter, CDI will perform the day-to-day activities at the site to maintain compliance with the licenses and NRC regulations, subject to HDIs direct oversight and control as the licensed operator. After the closing of the transaction and license transfer, ENGC, renamed Holtec Pilgrim, will continue to own Pilgrim and its associated assets that will be needed to maintain Pilgrim and the site in accordance with NRC requirements and the facility licenses. In addition to the structures and equipment, these assets will include the necessary books, records, safety and maintenance manuals, and engineering construction documents. HDI plans to adopt the current NRC-approved ENOI programs, procedures, and work instructions applicable to Pilgrim, and HDI and CDI will continue to work in accordance with those documents following the license transfer. The existing Pilgrim programs and procedures at the time of transfer, including the emergency plan, physical security and cybersecurity plans, fire protection program, radiological protection, certified fuel handler training, and quality assurance program will also be implemented by HDI and CDI, after license transfer. Upon closing of the transaction, HDI will assume authority and responsibility for the functions necessary to fulfill the quality assurance requirements of the Pilgrim TS and as specified in the Pilgrim QAPM in place at the time of license transfer. The Pilgrim QAPM will be added as an appendix to the Holtec quality assurance program and specified as applicable to the Pilgrim site.

3.10.1 Strategic Partner Experience and Expertise As stated in the application, HDI will draw on the experience and expertise of its parent company, Holtec, and its contractor, CDI. Under HDIs direct oversight and control, CDI will perform the day-to-day licensed activities at the site, including decommissioning the plant, pursuant to a Decommissioning General Contractor Agreement between HDI and CDI. A combination of Holtec and SNC-Lavalin personnel who have commercial nuclear experience, including experience in spent fuel handling and decommissioning, will staff CDI. In addition to employees transferred from Holtec and SNC-Lavalin, CDI staffing will include ENOIs Pilgrim decommissioning organization incumbent staff who, at the time of the license transfer, will be integrated into the CDI decommissioning organization, in a manner consistent with their experience and previous positions at Pilgrim.

The information below briefly describes the experience and expertise of HDI and each of its strategic partners.

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 62 of 103 HDI is an indirect, wholly owned subsidiary of Holtec. The senior management of HDI comprises Holtec personnel. HDI is structured to serve as a fully resourced organization to directly oversee and manage licensed decommissioning operations and the dismantlement of a nuclear power plant that has ceased operation. HDI has the expertise to oversee all licensed activities following reactor defueling, including the transfer of spent fuel from the SFP to the ISFSI, security, and emergency preparedness.

Holtec has extensive experience in designing, manufacturing, and installing capital equipment, as well as providing services to operating commercial power plants. Holtec also possesses in-house capabilities to design, engineer, analyze, construct, and deploy spent fuel. Holtec possesses both technical resources and experience with nuclear decommissioning, spent fuel handling equipment, transport of nuclear fuel, and wet and dry spent fuel storage systems and components.

CDI is a company jointly owned by HDI and Kentz USA Inc., an SNC-Lavalin subsidiary. HDI owns the majority of CDI. As stated in the application, the CDI staff will comprise a combination of Holtec and SNC-Lavalin personnel who have commercial nuclear experience, including experience in spent fuel handling and decommissioning, and enhanced by the addition of incumbents from the ENOI Pilgrim decommissioning organization who will transition to HDI following the license transfer. The CDI staff will also include Atkins personnel who have decommissioning expertise and experience.

SNC-Lavalin, one of CDIs joint owners, is an engineering and construction company.

SNC-Lavalin is also the current owner and the original equipment manufacturer of CANDU reactor technology. SNC-Lavalin acquired Atkins in July 2017, which then became is a wholly owned subsidiary of SNC-Lavalin. Atkins is a design, engineering, and project management consultancy company, based in the United Kingdom. Atkins has been involved in the nuclear cleanup, decommissioning, and environmental remediation of nuclear waste storage sites since the late 1980s, working with Sellafield Ltd (formerly British Nuclear Fuels Limited) and managing the fleet of 22 Magnox reactors, through operation and into decommissioning in the United Kingdom. In addition, in 2016, Atkins acquired the EnergySolutions Projects, Products, and Technology (PP&T) division, which was responsible for decommissioning the Zion Nuclear Generating Station. In addition, British Nuclear Fuels Limited, which is now owned by Atkins through its acquisition of EnergySolutions PP&T, had a significant role in the decommissioning of Big Rock Point, including the removal of the large components and reactor vessel.

3.10.2 Management and Technical Support Organization Conclusion The Applicants provided organizational charts of the corporate-level management and technical support organizations and described changes they will make as a result of the proposed transfer. The Applicants described the relationship of the nuclear-oriented parts of the organization to the rest of the corporate organization. The Applicants explained that HDI will be using a fleet model approach to ensure that the management and technical support organizations will have sufficient resources to conduct licensed activities at multiple sites. The Applicants described several provisions that they will make for uninterrupted support of technical operations, which include (1) plans to adopt the current NRC-approved ENOI policies, programs, procedures, and work instructions applicable to Pilgrim, and to continue to work in accordance with those documents following the license transfer, and (2) plans for the decommissioning general contractor, CDI, to employ the ENOI Pilgrim decommissioning organizations incumbent staff.

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 63 of 103 Based on its review of the application for license transfer, the NRC staff finds that the Applicants provided reasonable assurance that the requirements of 10 CFR 50.34(b)(7) and 10 CFR 50.80 regarding the technical qualifications of HDI to engage in the proposed activities have been met.

In addition, the staff finds that HDI is technically qualified to be the holder of the license and that the transfer of the license is otherwise consistent with the applicable provisions of law, regulations, and orders issued by the Commission. Accordingly, the staff concludes that the proposed HDI management and technical support organization will adequately support the proposed maintenance and decommissioning activities at Pilgrim.

3.11 Operating Organization As stated in the application, CDI will establish a site decommissioning organization. CDI plans to employ ENOIs Pilgrim decommissioning organization personnel at the site at the time of the transaction closing, with the exception of one incumbent senior manager, who will become an HDI employee as the Site Vice President in charge of the site-based organization.

The application stated that staffing levels at the time of transfer will be fully compliant with the requirements of facility licenses and NRC regulations. HDI will ensure that vacated positions previously filled by incumbent employees are backfilled with qualified personnel, subject to a determination of the need to fill the position. In all cases, the individuals will be qualified for Pilgrims programs and procedures.

The staffing and qualification requirements for the current operating organization at Pilgrim were previously found to be acceptable, as approved in Amendment No. 246 to Renewed Facility Operating License No. DPR-35 (ADAMS Accession No ML17066A130), consistent with the permanent cessation of operations and permanent removal of fuel from the reactor vessel.

These staffing and qualification requirements detailed, among others, the responsibilities of a plant manager and a control room supervisor and stipulated that the minimum shift crew composition include at least one control room supervisor, who must be a Certified Fuel Handler, and one Non-Certified Operator. In addition, the facility staff qualifications are required to be maintained as stated in Section 5.3 of the TS. The proposed changes to the license as described in Enclosure 1, Attachment A, to the application letter do not affect the staffing or qualifications requirements as approved in Amendment No. 246.

In Enclosure 1, Attachment C, to the letter, the Applicants provided résumés of several key personnel with responsibilities of regulatory significance, including, among others, those of the HDI President and CNO, HDI Senior Vice President and COO, HDI Vice President for Quality Assurance and Nuclear Oversight, HDI Vice President for Licensing, and HDI Vice President for Technical Support. The résumés provided information on the experience of individuals who will occupy the aforementioned key positions in the areas of spent fuel management, decommissioning, nuclear safety, licensing and regulatory affairs, engineering and operations, and quality assurance.

3.11.1 Operating Organization Conclusion Based on its evaluation, the NRC staff concludes that the onsite organization will adequately support the proposed maintenance and decommissioning activities at Pilgrim in accordance with 10 CFR 50.34(b)(7) that requires Applicants to provide the technical qualifications to engage in the proposed activities, and 10 CFR 50.80(c) that requires the proposed license transferee to be

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 64 of 103 qualified to be the holder of the license, and is otherwise consistent with the applicable provisions of law, regulations, and orders issued by the Commission.

3.12 Technical Qualification Conclusion The Applicants have described the management and technical support organization, as well as the onsite operating organization, that would be responsible for the maintenance and decommissioning of Pilgrim after the proposed transfer of licensed authority to HDI. Based on its evaluation as described above, the NRC staff concludes that (1) HDI will have an acceptable management organization, (2) HDI will retain an onsite organization capable of safely conducting decommissioning activities, and (3) HDI will have the technically qualified resources and experience to support the safe maintenance and decommissioning of the Pilgrim site after the transfer of licensed authority from ENOI to HDI. The staff also determined that the Applicants provided reasonable assurance that they have met the relevant requirements of 10 CFR 50.34(b)(7) and 10 CFR 50.80 to engage in the proposed activities. Accordingly, in light of the foregoing evaluation, the staff finds that HDI is technically qualified to hold Pilgrim License No. DPR-35, and the general license for the Pilgrim ISFSI, as proposed.

3.13 Conforming License Amendment 3.13.1 Technical Specifications The Applicants requested a conforming amendment to Renewed Facility Operating License No. DPR-35 for Pilgrim. The NRC staff notes that TS page 4.0-1 is in effect with an administrative change to Section 4.1, Site Location, and recognizes that Section 4.3, Fuel Storage, is also on the same TS page. On April 7, 2016, the NRC issued Generic Letter (GL) 2016-01, Monitoring of Neutron-Absorbing Materials in Spent Fuel Pools (ADAMS Accession No. ML16097A169), to address the degradation of neutron-absorbing materials in wet storage systems for reactor fuel at power and nonpower reactors. The generic letter requested that licensees provide information to allow the NRC staff to verify continued compliance through effective monitoring to identify and mitigate any degradation or deformation of neutron-absorbing materials credited for criticality control in SFPs.

By letter dated November 3, 2016 (ADAMS Accession No. ML16319A131), as supplemented by letter dated February 8, 2018 (ADAMS Accession No. ML18039A843), Entergy responded to GL 2016-01 for Pilgrim. In Entergys response to GL 2016-01, as supplemented, the licensee also noted that 2016 testing on the Boraflex installed in the SFP at Pilgrim showed that some of the Boraflex was no longer bounded by the nuclear criticality safety analysis of record. This resulted in the licensee implementing corrective actions to manage Boraflex degradation and maintain subcriticality in the SFP. On September 26, 2018, the NRC issued a letter to Entergy on the closeout of GL 2016-01. The letter states that the NRC staff found interim corrective actions taken to be adequate and that the licensee-identified nonconservative TS would be resolved in accordance with Administrative Letter 98-10, Dispositioning of Technical Specifications That Are Insufficient to Assure Plant Safety, dated December 29, 1998 (ADAMS Accession No. ML031110108). The GL 2016-01 issue affects TS Section 4.3.

By letter dated September 13, 2018 (ADAMS No. ML18260A085), as supplemented by letters dated January 10, February 8, and March 14, 2019 (ADAMS Nos. ML19016A135, ML19044A574, and ML19079A158), ENOI submitted a license amendment request to revise the Pilgrim Renewed Facility Operating License and associated TS to permanently defueled TS consistent with the permanent cessation of reactor operation and permanent defueling of the

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 65 of 103 reactor. The NRC staff is addressing changes to TS Section 4.3 as part of its review of the license amendment request, dated September 13, 2018.

As described in the November 16, 2018, application, HDI will assume licensed responsibility for Pilgrim through a direct transfer of ENOIs responsibility for licensed activities at Pilgrim to HDI.

Upon closing of the proposed license transfer and issuance of the conforming amendment, HDI would assume responsibility for compliance with the current licensing basis, including regulatory commitments that exist at the closing of the transaction between the Applicants, and would implement any changes under applicable regulatory requirements and practices. Additionally, HDI would assume responsibility for open licensing actions previously submitted by ENOI. As stated previously, the NRC staff determined that HDI will be technically qualified to support the safe maintenance and decommissioning of the Pilgrim site; this includes issues pertaining to the SFP.

3.13.2 Final No Significant Hazards Consideration Under the Atomic Energy Act of 1954, as amended, and the NRC's regulations, the NRC staff may issue and make an amendment immediately effective, notwithstanding the pendency before the Commission of a request for a hearing from any person, in advance of the holding and completion of any required hearing, where it has made a final determination that no significant hazards consideration is involved.

On February 20, 2019 (ADAMS Accession No. ML19051A114), the Commonwealth of Massachusetts filed a request for a hearing and petition for leave to intervene challenging the proposed license transfer. On February 20, 2019 (ADAMS Accession No. ML19051A019),

Pilgrim Watch also filed a request for a hearing and petition for leave to challenging the proposed license transfer. On April 24, 2019 (ADAMS Accession No. ML19114A519), the Commonwealth of Massachusetts filed a motion to supplement its motion to intervene and request for hearing with new information. On April 26, 2019 (ADAMS Accession No. ML19116A162) and May 9, 2019 (ADAMS Accession No. ML19129A473), Pilgrim Watch filed motions to supplement its motion to intervene and request for hearing with new information.

On July 16, 2019 (ADAMS Accession No. ML19197A330), Pilgrim Watch submitted a motion to file a new contention. On August 1, 2019 (ADAMS Accession No. ML19213A313), the Commonwealth of Massachusetts filed a motion to stay the license transfer proceeding for 90 days to permit the completion of settlement negotiations. These requests are currently pending before the Commission.

As provided in 10 CFR 2.1315, unless otherwise determined by the Commission with regard to a specific application, the Commission has determined that any amendment to the license of a utilization facility or to the license of an ISFSI, which does no more than conform the license to reflect the transfer action involves no significant hazards consideration. No contrary determination has been made with respect to this specific application.

3.13.3 Conforming License Amendment Conclusion The conforming amendment requested by the Applicants does not affect TS Section 4.3.

Further, the Applicants requested no physical or operational changes to the facility. The proposed conforming amendment only reflects the proposed license transfer action. The conforming amendment involves no safety question and is administrative in nature.

Accordingly, the proposed amendment is acceptable.

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 66 of 103 The Commission has concluded, based on the considerations discussed above, that (1) there is reasonable assurance that the proposed action will not endanger public health and safety, (2) there is reasonable assurance that such activities will be conducted in compliance with the Commissions regulations, and (3) the issuance of the amendment will not be inimical to the common defense and security or to public health and safety.

3.14 Public Comments The NRC published a notice of consideration of the approval of transfer of license and conforming amendment in the Federal Register on January 31, 2019 (84 FR 816). The notice included an opportunity to provide written comment and stated that the NRC would participate in a public meeting at Hotel 1620 in Plymouth, Massachusetts, on January 15, 2019. The announcement also noted that NRC personnel at the public meeting would take oral or written comments on the application for the proposed license transfer and the associated proposed HDI revised PSDAR. The public meeting record (ADAMS Accession No. ML19017A173) summarizes the oral comments; the presentation slides are available in ADAMS under Accession Nos. ML19008A494, ML19009A171, and ML19009A343; and a transcript of the public meeting is available at ADAMS Accession No. ML19029A025.

The NRC received written comments from the public in response to the FR notice. These comments are publicly available in ADAMS under Accession Nos. ML19032A073, ML19046A017, ML19057A188, ML19057A190, ML19057A569, ML19059A023, ML19060A227, ML19060A228, ML19064B330, ML19064B331, ML19064B332, ML19064B345, ML19065A180, ML19065A187, ML19065A188, ML19065A192, ML19065A193, ML19065A196, ML19065A198, ML19065A257, ML19065A258, ML19070A161, ML19070A162, ML19070A164, ML19070A165, ML19070A166, ML19070A167, ML19070A168, ML19070A169, ML19070A170, ML19070A171, ML19070A172, ML19070A174, ML19070A175, ML19070A176, ML19070A177, ML19072A312, ML19072A314.

Of the comments received, 4 were out of scope, 8 favored granting the license transfer, 18 supported the hearing requests from the Commonwealth of Massachusetts and Pilgrim Watch, and 9 expressed concerns.

Several questions and comments came from the general public at the public meeting. The themes of the written questions and comments overlapped with the oral questions and comments. The questions and comments had the following themes:

• concerns about the responsibility for any decommissioning fund shortfalls and the financial integrity or other qualifications of Holtec and its partners

• use of the site after decommissioning

• concerns about continued storage of spent fuel after decommissioning, transportation of spent fuel and radioactive waste, and the destination of spent fuel once it is removed from the site

• support for the timely review and approval of the license transfer and the immediate decommissioning of the facility

• concerns that support for the license transfer is partially based on proprietary information or incomplete cost information and that the work will have proper oversight

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 67 of 103

• concerns about the potential to turn parts of the facility to rubble and bury it on site

• concerns about unknown radiation ground contamination

• concerns about climate change affecting the site

• concerns about the reduction of emergency planning

• concerns about Entergys current use of the DTF

• NRC communications and coordination on the review process

• concerns about the dry cask incident at San Onofre The NRC staff reviewed the questions and comments made in the public meeting, along with the written comments received during the open comment period, and considered them in the review process. This safety evaluation of the license transfer request addresses the themes of the questions and comments that were within the scope of the NRCs review, such as concerns about decommissioning fund shortfalls and the financial integrity and the financial and technical qualifications of Holtec and its partners.

The NRC considers concerns about the environment to be out of scope for a license transfer review. Additionally, as indicated below, the NRC staff has determined that the license transfer and conforming amendment meet the eligibility criteria for the categorical exclusion set forth in 10 CFR 51.22(c)(21). Therefore, under 10 CFR 51.22(b), no environmental impact statement or environmental assessment need be prepared in connection with the approval of the transfer application and conforming license amendment.

4.0 STATE CONSULTATION

In accordance with the Commissions regulations, the NRC notified the Commonwealth of Massachusetts official of the proposed license transfer and draft conforming amendment on August 13 and 14, 2019 (ADAMS Accession No. ML19226A396). The Commonwealth official responded on August 21, 2019 with written comments (ADAMS Accession No. ML19233A278).

As provided in 10 CFR 2.1315, unless otherwise determined by the Commission with regard to a specific application, the Commission has determined that any amendment to the license of a utilization facility or to the license of an ISFSI that does no more than conform the license to reflect the transfer action involves no significant hazards consideration. As noted above in Section 3.13.2, no contrary determination has been made with respect to this specific application. The NRC staff notes that the consultation requirements in 10 CFR 50.91(c) do not give the Commonwealth the right to veto or insist upon a postponement of the Commissions no significant hazards consideration determination. The staff has considered the comments and determined no changes to the safety evaluation were necessary.

At the request of the Commonwealth, the Commonwealths comments are reprinted here in their entirety.

At the outset, the Commonwealth objects to the proposed action based on the procedural irregularities and disparate treatment of the Commonwealth during the consultation process as compared to other similarly situated states.

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 68 of 103 On August 13, 2019, the NRC State liaison contacted the Massachusetts Executive Office of Energy and Environmental Affairs with an offer for NRC Staff to consult with the Commonwealth about the Staffs proposed actions during a narrow two-hour window later that day. By mutual agreement, that consultation meeting was scheduled for 1:30 pm on August 13, 2019. Approximately twenty-minutes prior to that meeting, however, NRC Staff filed into the above referenced proceeding a Notification, which informed the proceeding participants that Staff had notified the Commission that Staff intended to issue an order approving the license transfer application and Exemption Request on or about August 21, 2019. 1 Even though the NRC Staff had not yet consulted with the Commonwealth on that intended action, the Notification also indicated wrongly that NRC Staff had already notified the Commonwealth of the proposed actions.

During the consultation call that followed the Notifications filing in the docket, the NRC Staff initially declined even to describe the contents of the just filed public Notification and refused to provide any details regarding what the anticipated approval Order would say or the findings underlying it in the anticipated SER. This conduct is not consistent with the NRCs state consultation requirements under, inter alia, 10 C.F.R. § 50.91 or the respect due to a sovereign state that has raised serious concerns about the requested actions. Nor is this a situation where an emergency would excuse the Staffs obligation to make a good faith attempt to consult with the Commonwealth of Massachusetts before NRC Staff or the Commission acts. See 10 C.F.R. § 50.91(b)(4). 2 In another example of a lack of meaningful consultation, NRC Staff, on August 14, 2019, rejected the Commonwealths request for fourteen days to provide to Staff the Commonwealths written views on the proposed action prior to the Staffs taking any final action. Instead, in conflict with the state consultation process with the State of New Jersey for the recent transfer of Oyster Creek Nuclear Generating Stations operating license, NRC Staff informed the Commonwealth that it would have five business days (close of business on August 21, 2019) to offer any written comments to Staff on the intended actions. In support of its request for fourteen days, the Commonwealth had noted during its August 13 and August 14, 2019, conversations with NRC Staff that the Staff had just recently given the State of New Jersey fifteen days from the initial notification of the Staffs intention to approve the Oyster Creek license transfer application to submit an official written response to the Staffs proposed action. 3 1 Notification of Significant Licensing Action (NSLA) (ADAMS Accession No.

ML19225D006).

2 The NRC Staff also argued that its obligation to consult with the Commonwealth was limited to the conforming amendment sought by the Applicants. The NRC requirements, however, do not so narrowly limit the state consultation process, and, in any event, NRC Staffs approach would undermine the very purpose of state consultation to solicit state input about the substance of proposed NRC actions that have the potential to pose environmental and public health risks to the state and its residents.

3 Safety Evaluation by the Office of Nuclear Reactor Regulation and Office of Nuclear Material Safety and Safeguards, Related Request for Direct Transfer of Control of Renewed Facility Operating License No. DPR-16 and the General License for the Independent Spent Fuel Storage Installation from Exelon Generation Company, LLC to

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 69 of 103 Upon receipt of New Jerseys written response, NRC Staff then incorporated New Jerseys written response into the state consultation section of the SER. 4 During its conversations with NRC Staff, the Commonwealth requested that it receive the same treatment as NRC Staff afforded to New Jersey just over two months earlier. After NRC Staff rejected, on August 14, 2019, the Commonwealths request for fourteen days to submit a written response, the Commonwealth asked NRC Staff whether there were extenuating circumstances that caused the Staff to give New Jersey fifteen days to respond but to reject the Commonwealths request to be treated similarly.

NRC Staff was unable to provide any justification and could not explain why it gave New Jersey fifteen days to respond. Instead, Staff said its internal guidanceProcedures for Handling License Transfersdictates that Staff is to provide states five business days to respond after initial consultation. Those procedures, however, are silent on the amount of time NRC Staff should give a host state to submit comments on the Staffs intention to approve a license transfer application. 5 NRC Staffs failure to follow what appears to be the NRCs normal state consultation process and its unexplained disparate treatment of the Commonwealth as compared to the State of New Jersey renders its planned action arbitrary and capricious.

Given the NRC Staffs refusal to give the Commonwealth a reasonable amount of time to respond during the consultation process (again, at least the same amount of time it gave New Jersey), the Commonwealth incorporates by reference, as if fully set forth here, the contentions, arguments, and issues it has raised in its yet-to-be acted on Petition for Leave to Intervene and Hearing Request, Docket Nos. 50-293 & 72-1044, filed on February 20, 2019 (Petition);

Reply in Support of Petition for Leave to Intervene and Hearing Request, Docket Nos. 50-293 & 72-1044, filed on April 1, 2019 (Reply); and Motion of the Commonwealth of Massachusetts to Supplement Its Petition with New Information, Docket Nos. 50-293 & 72-1044, filed on April 24, 2019. Consistent with the concerns raised in those filings, there are at least two substantive issues that require the NRC Staff to, at a minimum, re-evaluate its plan to approve the Oyster Creek Environmental Protection, LLC and Holtec Decommissioning International, LLC (Oyster Creek Nuclear Generating Station) (Jun. 20, 2019), Docket Nos. 50-219 &

72-15, at 20 (ADAMS Accession No. ML19095A457).

4 Id. at 20.

5 See generally U.S. Nuclear Regulatory Commission, Office of Nuclear Reactor Regulation ,NRR Office Instruction, Change Notice: Procedures for Handling License Transfers, LIC-107,Revision 2 (Jun. 5, 2017) (hereinafter, Procedures for Handling License Transfers). Another Staff action in this matter was, however, inconsistent with the actual terms of that license transfer processing Instruction. While the Instruction provides that NRC Staff must give the Commission at least 5 work days to object to issuance of the Staff approval order before it is issued, id. at 13, the Staff sent a notice to Entergy on August 15, 2019, which stated that Pilgrims license had already been issued to [Holtec]. Encl. at 2 in Ltr. from Scott P. Wall, Sr. Project Manager, NRC Plan Licensing Branch III, to Brian R. Sullivan, Site Vice President, Entergy (Aug. 15, 2019) (ADAMS Accession No. ML19191A006). That notice and its statement that the license had already been issued to Holtec was then published in the Federal Register on August 20, 2019. 84 Fed. Reg. 43,186, 43,186 col.3 (Aug. 20, 2019).

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 70 of 103 license transfer application and Exemption Request if not deny them outright.

These two issues go to the heart of this matterHoltecs ability to satisfy the NRCs financial and technical requirements for license transfer approvaland should make any regulator take the time to seriously question and evaluate the veracity of Holtecs assertions, including awaiting the completion of an adjudicatory hearing on them to ensure that all issues have been fully aired and considered.

First, Holtecs response to the NRC Staffs July 26, 2019 Request for Additional Information (RAI) belies any claim that Holtec has satisfied the NRCs financial qualification and assurance requirements for either the license transfer or the Exemption Request. In fact, after Holtecs misleading response to that request is corrected, Holtecs cash-flow analysis shows that Holtec will suffer a funding shortfall of more than $50 million. In its original cash-flow analysis, Holtec claimed a year ending decommissioning trust fund balance of $3.615 million for the year 2063 (projected end of project life). 6 In developing this analysis, Holtec used a license termination cost of $592,553,322. 7 In response to NRC Staffs RAI, Holtec completed a revised cash flow analysis based on the Minimum Formula Amount (MFA), as required by 10 C.F.R. § 50.75(c). 8 The revised MFA-based cash flow analysis increased the license termination cost by

$40,714,236 to a total of $633,267,558. 9 Yet, despite the $40 million plus cost increase, and a claim that it used the same assumptions in its revised analysis that it used in its original analysis, Holtecs recent analysis provides a positive year-end trust balance of $11,595,232. 10 In other words, despite increasing its costs, Holtecs analysis results, inexplicably in a higher positive year-end balance. To derive this result in its revised analysis, Holtec appears to have excluded the tax impact on each year-end-earnings-balance that it accounted for in its original cash-flow analysis despite stating to NRC Staff that it included the tax impact. 11 When taxes are accounted for in the revised MFA-based cash-flow analysis, the analysis actually shows a funding shortfall of more than $50 million.

Second, the misleading nature of Holtecs RAI response appears to be part of a troubling pattern of behavior that raises serious questions about Holtecs veracity, judgment, and technical qualifications to decommission a nuclear power 6 Revised Post-Shutdown Decommissioning Activities Report and Revised Site-Specific Decommissioning Cost Estimate for Pilgrim Nuclear Power Station, Enclosure 1, at 47 (Nov. 16, 2018) (ADAMS Accession No. ML18320A040).

7 Id.

8 Response to NRC Request for Additional Information, at E-4-5 and Enclosure (Jul. 29, 2019) (ADAMS Accession No. ML19210E470).

9 Id. Holtec stated that its lower license termination cost estimate is more accurate because it includes site-specific data to Pilgrim, but, as NRC Staff explained in its RAI, Holtecs cash-flow analysis does not comply with the NRCs regulations and, for that reason, cannot be more accurate. And Holtecs attack on that regulation, of course, constitutes an improper challenge to an NRC regulation. Moreover, a large Boiling Water Reactor, such as Pilgrim, has never been decommissioned in the United States.

Additionally, as stated in the Commonwealths Petition and Reply, Holtec has not provided adequate details as to how its costs are realistic or related to Pilgrim.

10 Id.

11 Id.

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 71 of 103 reactor. In October 2010, for example, the Tennessee Valley Authority (TVA) temporarily debarred Holtec and required the company to pay a $2 million administrative fee based on the results of a criminal investigation into an alleged Holtec contract-bribery scheme. 12 The TVA employee, who, according to the TVA Inspector Generals Report, received $54,000 in undisclosed payments funneled to the employee from Holtec to help Holtec secure a contract with TVA, pleaded guilty in 2007. 13 In a recorded telephone conversation between that employee and an individual who appears in the report to be a Holtec official, during which the employee asked the Holtec official for advice on how to handle the TVA Inspector Generals inquiry, the Holtec official informed the employee to tell the investigators that the employee did not know anything about [the payments], other than the fact that your wife was in the business of doing consulting services and it was a payment retainer for that work. 14 More recently, New Jerseys Economic Development Authority (EDA) froze a $260 million tax break secured by Holtec when it discovered that Holtec had falsely sworn on its tax break application that the company had never been barred from doing business with a state or federal agency, 15 even though, as noted above, TVA temporarily debarred Holtec in October 2010. On April 24, 2019, the NRC itself cited Holtec for two violations of NRC regulatory requirements. 16 And, Holtecs business partner for its nuclear decommissioning venture, SNC-Lavalin, which Holtec has leaned on heavily to support its claimed technical capacity to undertake multiple complex decommissioning projects at the same time, 17 faces its own legal troubles having been caught-up in numerous alleged international 12 Office of the Inspector General, TVA, Semiannual Report 18 (Apr. 1, 2015 - Sept. 30, 2015), https://oig.tva.gov/reports/semi59.pdf; see also Office of the Inspector General, TVA, Semiannual Report 8 (Oct. 1, 2010 - Mar. 31, 2011),

https://oig.tva.gov/reports/semi50.pdf.

13 Office of Inspector General, TVA, Report of Administrative Inquiry 1 (Mar. 23, 2010),

https://www.politico.com/states/f/?id=0000016b-d7ca-d6eb-a96f-fffebfa70001; Andrew Seidman & Catherine Dunn, Holtec Funneled $50,000 to Federal Employee in Bid to Win Contract, Inspector General Report says, The Philadelphia Inquirer, Jul. 9, 2019, https://www.inquirer.com/business/holtec-tennessee-valley-authority-nj-tax-credit-investigation-20190709.html.

14 Office of Inspector General, TVA, Report of Administrative Inquiry 4 (Mar. 23, 2010),

https://www.politico.com/states/f/?id=0000016b-d7ca-d6eb-a96f-fffebfa70001.

15 Nancy Solomon & Jeff Pillets, Holtecs $260 Million Tax Break Frozen by NJ EDA, WNYC News, June 4, 2019, https://www.wnyc.org/story/holtecs-260-million-tax-break-frozeneda/; see also Ryan Hutchins, Task Force Uncovers Bombshell Report on Holtec, Politico, Jul. 10, 2019, https://www.politico.com/newsletters/new-jersey-playbook/2019/07/10/task-forceuncovers-bombshell-report-on-holtec-454824.

16 Notice of Violation to Holtec International, NRC OE EA 18-51, 2019 WL 2004418 (Apr. 24, 2019) (ADAMS Accession No. ML19072A128).

17 Applicants Answer Opposing the Commonwealths Mot. to Supplement its Petition with New Information at 8 (May 2, 2019); see also Holtec Response to NRC Request for Additional Information at Encl., p.2 (Apr. 17, 2019) (ADAMS Accession No.

ML19109A177). In its RAI Response, for example, Holtec relies on the size of SNC-Lavalins workforce to support its assertion that it will have adequate support for its planned multi-reactor decommissioning endeavor, but SNC-Lavalin is currently restructuring its business and reducing its work force. Compare id. at E-2, with, e.g. infra note 19.

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 72 of 103 bribery scandals. 18 Of course, any serious criminal or regulatory actions taken against Holtec, or its partners or executives, will have the potential of further draining resources and hampering Holtecs ability to perform decommissioning in a timely, safe and fiscally responsible manner. 19 Those issues would be problematic if Holtecs obligations were limited to Pilgrim. But, as NRC Staff is aware, they are not limited to Pilgrim. In fact, Holtec is planning to embark on an uncharted path of attempting to decommission six nuclear power reactors at four different nuclear generating stations in four different states. The unprecedented nature of this endeavor and the cumulative impacts on Holtecs capacity to follow through on those commitments makes this license transfer application and Exemption Request sui generis and outside, for that reason alone, the license transfer actions contemplated by the Commission when it adopted its Subpart M Procedures (10 C.F.R. sub. pt. M). Holtecs unprecedented plan exacerbates all of the issues and concerns raised above and in the Commonwealths Petition, Reply, and Motion to Supplement, and, in connection with the history described above, demands a heightened degree of scrutiny by NRC Staff and the Commission before any final action is taken on the license transfer or Exemption requests. While Holtec may be comfortable attempting to do what has never been done before, that is cold comfort for the Commonwealth and its citizens who have to accept Holtec as its new resident and the risks that accompany it all before the Commonwealth has an opportunity to present its views in an adjudicatory hearing. That concern is made all the worse by the fact that Hotlec has asked the NRC to delete a pre-existing license condition upon which the public and the Commonwealth have relied that requires the Pilgrim licensee to have access to a $50 million contingency fund for, among other things, safe and prompt decommissioning. Renewed License No. DPR-35 at 4, ¶ J(4). Certainly, these facts preclude any no significant hazards consideration finding or reliance on a National Environmental Policy Act categorical exclusion since the proposed action does much more than [simply]

conform the license to reflect the transfer action. 10 C.F.R. § 2.1315. Indeed, granting the requested actions at Pilgrim and the other power stations will materially and significantly increase the risk to public health, safety, and the environment.

18 See, e.g., Richard L. Cassin, Former SNC-Lavalin Chief Pleads Guilty in Bribery Case, The FPCA Blog, Feb. 4, 2019, https://www.fcpablog.com/blog/2019/2/4/former-snc-lavalinchief-pleads-guilty-in-bribery-case.html; SNC-Lavalin Opts for Judge-Only Trial in Corruption Case, CBC News, June 28, 2019, https://www.cbc.ca/news/canada/montreal/snc-lavalin-trialcorruption-bribery-judge-1.5193975.

19 Indeed, as the Commonwealth noted in its Reply in Support of its Motion to Supplement its Petition with New Information at 3 n.4 (May 9, 2019), SNC-Lavalins legal troubles have had serious consequences for the company. Just recently, in fact, SNC-Lavalin made a dramatic cut to its dividend payments, lost half of its shareholder value this year, and announced a major restructuring and downsizing of its business. E.g.,

Shanti S. Nair, SNC-Lavalin Cuts Dividend, Posts Wider-Than-Expected Loss as Costs Run High, Reuters, Aug. 1, 2019, https://www.reuters.com/article/us-snc-lavalin-results/snc-lavalin-cuts-dividend-posts-widerthan-expected-loss-as-costs-run-high-idUSKCN1UR4FQ.

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 73 of 103

5.0 ENVIRONMENTAL CONSIDERATION

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

6.0 CONCLUSION

Based on the foregoing, and subject to the conditions described herein, the NRC staff concludes that Holtec Pilgrim and HDI are financially qualified and HDI is technically qualified to hold the license for Pilgrim and the general license for the Pilgrim ISFSI, as described in the application, and engage in the proposed maintenance and decommissioning activities associated with the Pilgrim site. The NRC staff has concluded, based on the considerations discussed above, that (1) the proposed transferees are qualified to be the direct and indirect holders of Renewed Facility Operating License No. DPR-35 and (2) the direct and indirect transfer of the license is otherwise consistent with the applicable provisions of law, regulations, and orders issued by the Commission pursuant thereto.

Additionally, the NRC staff finds that the Applicants have satisfied the NRCs decommissioning funding assurance requirements and the applicable onsite and offsite insurance requirements, as conditioned. Further, the NRC staff finds that the Applicants are not owned, controlled, or dominated by a foreign entity.

The NRC staff finds that proposed license transfer will be consistent with the requirements of the AEA and NRC regulations. The transfer of the licenses will not be inimical to the common defense and security and does not involve foreign ownership, control, or domination.

Principal Contributors: Victoria V. Huckabay, NRR/DIRS Richard Turtil, NRR/DLP Scott Wall, NRR/DORL Date:

Attachment:

Closing Balance Calculations in Support of Applicants/Transferees PSDAR

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 74 of 103 ATTACHMENT 1: Pilgrim Nuclear Power Station Closing Balance Calculations in Support of Applicants/Transferees Post-Shutdown Decommissioning Activities Report (thousands of constant 2018 Dollars)

(reflects information from November 16, 2018, Entergy Nuclear Operations, Inc., and Holtec Decommissioning International submissions)

Year Opening License Spent Fuel Site Interest Closing DTF Termination Management Restoration Earned e Balance Balance Costs d Costs Costs 2019 a $1,030,000 $84,927 $53,920 $18 $5,273 $896,408 2020 $896,408 $79,292 $84,905 $28 $10,397 $742,579 2021 $742,579 $46,759 $82,500 $637 $8,700 $621,384 2022 $621,384 $103,197 $3,332 $23,630 $6,975 $498,200 2023 $498,200 $167,453 $3,135 $1,700 $4,628 $330,540 2024 $330,540 $95,694 $3,225 $9,236 $3,158 $225,543 2025 b $225,543 $1,310 $6,306 $4,127 $3,036 $216,837 2026 $216,837 $5,952 $2,995 $213,879 2027 $213,879 $5,939 $2,953 $210,893 2028 $210,893 $5,952 $2,910 $207,851 2029 $207,851 $5,952 $2,867 $204,766 2030 $204,766 $7,212 $2,805 $200,359 2031 $200,359 $7,212 $2,743 $195,891 2032 $195,891 $7,212 $2,679 $191,358 2033 $191,358 $7,212 $2,615 $186,762 2034 $186,762 $7,193 $2,550 $182,119 2035 $182,119 $7,212 $2,484 $177,391 2036 $177,391 $7,230 $2,416 $172,577 2037 $172,577 $7,212 $2,348 $167,713 2038 $167,713 $7,193 $2,279 $162,800 2039 $162,800 $7,212 $2,209 $157,798 2040 $157,798 $7,212 $2,138 $152,724 2041 $152,724 $7,212 $2,066 $147,579 2042 $147,579 $7,212 $1,993 $142,361 2043 $142,361 $7,212 $1,919 $137,068 2044 $137,068 $7,212 $1,844 $131,701 2045 $131,701 $7,193 $1,768 $126,276 2046 $126,276 $7,212 $1,691 $120,755 2047 $120,755 $7,212 $1,612 $115,156 2048 $115,156 $7,230 $1,533 $109,458 2049 $109,458 $7,193 $1,452 $103,717 2050 $103,717 $7,212 $1,370 $97,876 2051 $97,876 $7,193 $1,288 $91,971

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 75 of 103 ATTACHMENT 1: Pilgrim Nuclear Power Station Closing Balance Calculations in Support of Applicants/Transferees Post-Shutdown Decommissioning Activities Report (thousands of constant 2018 dollars)

(reflects information from November 16, 2018, Entergy Nuclear Operations, Inc. (ENOI) and Holtec Decommissioning International submissions)

Year Opening License Spent Fuel Site Interest Closing DTF Termination Management Restoration Earned e Balance Balance Costs d Costs Costs 2052 $91,971 $7,230 $1,203 $85,944 2053 $85,944 $7,212 $1,118 $79,851 2054 $79,851 $7,212 $1,031 $73,671 2055 $73,671 $7,193 $944 $67,422 2056 $67,422 $7,212 $855 $61,065 2057 $61,065 $7,212 $765 $54,618 2058 $54,618 $7,212 $673 $48,080 2059 $48,080 $7,212 $580 $41,449 2060 $41,449 $4,296 $7,212 $425 $30,367 2061 $30,367 $4,375 $7,212 $267 $19,047 2062 c $19,047 $4,358 $7,193 $106 $7,602 2063 $7,602 $892 $2,441 $706 $51 $3,615 Total $592,553 $501,467 $40,079 aReflects the value of the decommissioning trust fund (DTF) following closure of the equity sale, in 2019, from the current licensee to the Applicants, which does not include deductions for costs incurred by the current licensee, ENOI, before closure of the sale bYear in which the Pilgrim site meets partial site release criteria cAnticipated year in which the U.S. Department of Energy takes possession of spent fuel from the Pilgrim independent spent fuel storage installation (ISFSI) dIncludes funding for ISFSI decommissioning eBased on Applicants data, real rate of return applied by the Applicants is equal to approximately 1.42 percent, which considers growth of DTF net of taxes.

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 76 of 103

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USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 77 of 103 Attachment 5 Holtec Decommissioning International, LLC (Pilgrim Nuclear Power Station), Exemption, Docket No. 50-293 (Aug 22, 2019)

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USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 79 of 103 NUCLEAR REGULATORY COMMISSION Docket No. 50-293 Holtec Decommissioning International, LLC Pilgrim Nuclear Power Station Exemption I. Background.

By letter dated November 10, 2015 (Agencywide Documents Access and Management System (ADAMS) Accession No. ML15328A053), Entergy Nuclear Operations, Inc. (ENOI),

submitted a notification to the U.S. Nuclear Regulatory Commission (NRC) indicating that it would permanently shut down Pilgrim Nuclear Power Station (Pilgrim) no later than June 1, 2019. By letter dated June 10, 2019 (ADAMS Accession No. ML19161A033), ENOI submitted to the NRC a certification in accordance with § 50.82(a)(1) of Title 10 of the Code of Federal Regulations (10 CFR), stating that Pilgrim permanently ceased power operations on May 31, 2019, and that as of June 9, 2019, all fuel had been permanently removed from the Pilgrim reactor vessel and placed in the spent fuel pool. Accordingly, pursuant to 10 CFR 50.82(a)(2), the Pilgrim renewed facility operating license no longer authorizes operation of the reactor or emplacement or retention of fuel in the reactor vessel. By letter dated November 16, 2018 (ADAMS Accession No. ML18320A036), ENOI submitted the updated Pilgrim spent fuel management plan (SFMP) pursuant to 10 CFR 50.54(bb) and preliminary decommissioning cost estimate (DCE). By letter dated November 16, 2018 (ADAMS Accession No. ML18320A034), as supplemented by letter dated January 9, 2019 (ADAMS Accession No. ML19015A020) and letter dated July 29, 2019 (ADAMS Accession No.

ML19210E470), ENOI submitted a post-shutdown decommissioning activities report (PSDAR) and the site-specific DCE for Pilgrim.

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 80 of 103 By letter dated November 16, 2018 (ADAMS Accession No. ML18320A031), ENOI, on behalf of itself and Entergy Nuclear Generation Company (ENGC) (to be known as Holtec Pilgrim, LLC (Holtec Pilgrim)), Holtec International (Holtec), and Holtec Decommissioning International (HDI) submitted a license transfer application (LTA) requesting that the NRC consent to the direct transfer of ENOIs operating authority to HDI and the indirect transfer of control of the Pilgrim Renewed Facility Operating License and the General License for the Pilgrim Independent Spent Fuel Storage Installation (ISFSI) to Holtec. By letter dated November 16, 2018 (ADAMS Accession No. ML18320A040), HDI submitted a Notification of Revised Post-Shutdown Decommissioning Activities Report and Revised Site-Specific Decommissioning Cost Estimate for Pilgrim Nuclear Power Station (revised PSDAR), to notify the NRC of changes to accelerate the schedule for the prompt decommissioning (i.e., the DECON method for decommissioning) of Pilgrim and unrestricted release of all portions of the site (excluding the ISFSI) within 8 years after the license transfer.

Under the proposed transfers, Holtec Pilgrim will own the Pilgrim nuclear facility and will have responsibility for Pilgrim as its licensed owner. Holtec Pilgrim will enter into an agreement for decommissioning services with HDI, with HDI acting as Holtec Pilgrims agent and with Holtec Pilgrim paying for all HDI expenses related to decommissioning, spent fuel management, and site restoration. Accordingly, HDI will become the licensed operator for decommissioning.

II. Request/Action.

The requested exemption from 10 CFR 50.82(a)(8)(i)(A) would permit Holtec Pilgrim and HDI to use funds from the Pilgrim Decommissioning Trust Fund (DTF) for spent fuel management and site restoration activities in accordance with HDIs site-specific DCE for Pilgrim. HDI submitted a revised site-specific DCE for Pilgrim by letter dated November 16, 2018, as part of the revised PSDAR. A similar exemption request from Entergy 2

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 81 of 103 was approved by the NRC for Pilgrim by letter dated July 22, 2019 (ADAMS Accession No. ML19162A334).

The 10 CFR 50.82(a)(8)(i)(A) requirement restricts the use of DTF withdrawals to expenses for legitimate decommissioning activities consistent with the definition of decommissioning that appears in 10 CFR 50.2. The definition of decommission in 10 CFR 50.2 reads as follows:

to remove a facility or site safely from service and reduce residual radioactivity to a level that permits (1) Release of the property for unrestricted use and termination of the license; or (2) Release of the property under restricted conditions and termination of the license.

This definition does not include activities associated with spent fuel management or site restoration activities. Therefore, an exemption from 10 CFR 50.82(a)(8)(i)(A) is needed to allow Holtec Pilgrim and HDI to use funds from the DTF for spent fuel management and site restoration activities.

Similar to 10 CFR 50.82(a)(8)(i)(A), provisions of 10 CFR 50.75(h)(1)(iv) and (h)(2) dictate that with certain exceptions, disbursements from nuclear decommissioning trusts are restricted to decommissioning expenses. However, in accordance with 10 CFR 50.75(h)(5),

these provisions do not apply to any licensee that as of December 24, 2003, has existing license conditions relating to decommissioning trust agreements, so long as the licensee does not elect to amend those license conditions. The operating license for Pilgrim included existing license conditions relating to decommissioning trust agreements on December 24, 2003, and as such, Pilgrim is exempt from the provisions of sections (h)(1) through (h)(3) of 10 CFR 50.75, pursuant to the terms of 10 CFR 50.75(h)(5).

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USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 82 of 103 III. Discussion.

Pursuant to 10 CFR 50.12, the Commission may, upon application by any interested person or upon its own initiative, grant exemptions from the requirements of 10 CFR Part 50 (1) when the exemptions are authorized by law, will not present an undue risk to the public health and safety, and are consistent with the common defense and security; and (2) when any of the special circumstances listed in 10 CFR 50.12(a)(2) are present. These special circumstances include, among other things:

(a) Application of the regulation in the particular circumstances would not serve the underlying purpose of the rule or is not necessary to achieve the underlying purpose of the rule; and (b) Compliance would result in undue hardship or other costs that are significantly in excess of those contemplated when the regulation was adopted, or that are significantly in excess of those incurred by others similarly situated.

A. Authorized by Law The requested exemption from 10 CFR 50.82(a)(8)(i)(A) would allow Holtec Pilgrim and HDI to use a portion of the funds from the DTF for spent fuel management and site restoration activities at Pilgrim in the same manner that withdrawals are made under 10 CFR 50.82(a)(8) for radiological decommissioning activities. As stated above, 10 CFR 50.12 allows the NRC to grant exemptions from the requirements of 10 CFR Part 50 when the exemptions are authorized by law. The NRC staff has determined, as explained further below, that there is reasonable assurance of adequate funding for radiological decommissioning because the Applicants use of the DTF for activities associated with spent fuel management and site restoration will not negatively impact the availability of funding for radiological decommissioning. Accordingly, the exemption is authorized by law because granting the licensees proposed exemption will not 4

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 83 of 103 result in a violation of the Atomic Energy Act of 1954, as amended, or the Commissions regulations.

B. No Undue Risk to Public Health and Safety The underlying purpose of 10 CFR 50.82(a)(8)(i)(A) is to provide reasonable assurance that adequate funds will be available for the radiological decommissioning of power reactors and license termination. As explained in further detail in Section D below, based on NRC staffs review of HDIs revised site-specific DCE and the staffs independent cash flow analysis contained in Attachment 1 to the NRC staffs safety evaluation for the associated LTA (ADAMS Accession No. ML19170A250), the NRC staff finds that the use of the Pilgrim DTF for spent fuel management and site restoration activities at Pilgrim will not adversely impact Holtec Pilgrim and HDIs ability to terminate the Pilgrim license (i.e., complete radiological decommissioning) as planned, consistent with the schedule and costs contained in the revised PSDAR.

Furthermore, withdrawals from the DTF for spent fuel management and site restoration are still constrained by the provisions of 10 CFR 50.82(a)(8)(i)(B) - (C) and are reviewable under the annual reporting requirements of 10 CFR 50.82(a)(8)(v) - (vii).

There are no new accident precursors created by using the DTF in the proposed manner. Thus, the probability of postulated accidents is not increased. Also, based on the above, the consequences of postulated accidents are not increased. No changes are being made in the types or amounts of effluents that may be released offsite. There is no significant increase in occupational or public radiation exposure. Therefore, the requested exemption will not present an undue risk to the public health and safety.

C. Consistent with the Common Defense and Security The requested exemption would allow Holtec Pilgrim and HDI to use funds from the Pilgrim DTF for spent fuel management and site restoration activities at Pilgrim. Spent fuel management under 10 CFR 50.54(bb) is an integral part of the planned decommissioning and 5

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 84 of 103 license termination process and will not adversely affect Holtec Pilgrim and HDIs ability to physically secure the site or protect special nuclear material. This change to enable the use of a portion of the funds from the DTF for spent fuel management and site restoration activities has no relation to security issues. Therefore, the common defense and security is not impacted by the requested exemption.

D. Special Circumstances Special circumstances, in accordance with 10 CFR 50.12(a)(2)(ii), are present whenever application of the regulation in the particular circumstances is not necessary to achieve the underlying purpose of the regulation.

The underlying purpose of 10 CFR 50.82(a)(8)(i)(A), which restricts withdrawals from DTFs to expenses for radiological decommissioning activities, is to provide reasonable assurance that adequate funds will be available for radiological decommissioning of power reactors and license termination. Strict application of this requirement would prohibit the withdrawal of funds from the Pilgrim DTF for spent fuel management and site restoration activities, until final radiological decommissioning at Pilgrim has been completed.

ENOIs March 28, 2019, annual report (ADAMS Accession No. ML19087A318) on the status of decommissioning funding for Pilgrim reports a DTF balance of approximately

$1.028 billion as of December 31, 2018, and approximately $1.043 billion as of February 28, 2019. The cash flow analysis in Table 1 of the November 16, 2018, application is based on a beginning DTF balance of $1.030 billion (following closure of the equity sale in 2019).1 HDI states that this beginning DTF balance reflects the fund value post-closure of the asset sale. Furthermore, the application states that the 2019 costs include estimated pre-closure and post-closure costs. In the NRC staffs analysis provided in its safety evaluation for 1 The terms of the Equity Purchase and Sales Agreement describes the after-tax market value of the DTF must be no less than $1.030 billion at time of transaction closing.

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USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 85 of 103 the LTA, the staff used the opening DTF balance of $1.030 billion as the money available to cover radiological decommissioning, spent fuel management, and site restoration costs.

The analysis in the November 16, 2018 revised PSDAR, projects the total radiological decommissioning cost of Pilgrim to be approximately $593 million in 2018 dollars which is lower than the 10 CFR 50.75(c) minimum formula amount of approximately $633 million. The revised PSDAR estimated decommissioning costs are consistent with the estimated costs for radiological decommissioning, including ISFSI decommissioning costs, provided in the November 16, 2018 request for exemptions. However, the LTA and the exemption request did not provide any explanation for the difference in funding levels for radiological decommissioning costs between the site-specific DCE and the 10 CFR 50.75(c) minimum formula amount.

Therefore, the staff sought supplemental information from the Applicants in a request for additional information (RAI) dated July 26, 2019, (ADAMS Accession No. ML19207B366). The RAI requested, among other things, that the Applicants provide justification for using a radiological decommissioning cost estimate value that is less than the 10 CFR 50.75(c) minimum formula amount.

On July 29, 2019 (ADAMS Accession No. ML19210E470), HDI provided its justification, stating that the HDI site-specific DCE is a more reliable and precise estimate of decommissioning cost because it is based on Pilgrim-specific plant data and historical information, actual site conditions, regulatory requirements applicable to Pilgrim, and actual pricing information, as compared to the 10 CFR 50.75(c) minimum formula amount, which is based on generic inputs. Additionally, in both the November 16, 2018 application and the July 29, 2019 supplement, HDI states that its site-specific DCE was reviewed against the estimates of costs associated with license termination (radiological decommissioning) in NUREG/CR-6174, Revised Analyses of Decommissioning for the Reference Boiling Water Reactor Power Station (ADAMS Accession No. ML14008A186), benchmarked against nine comparable decommissioning projects, and compared with costs from similar activities at seven 7

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 86 of 103 boiling water reactors. Accordingly, as part of its review, the NRC staff compared the Pilgrim site-specific radiological decommissioning costs with the estimated activities of the four periods associated with the DECON decommissioning method as outlined in NUREG/CR-6174:

1) Pre-shutdown planning/engineering and regulatory reviews,

2) Plant deactivation and preparation for storage,

3) A period of plant safe storage with concurrent operations in the spent fuel pool until the pool inventory is zero, and

4) Decontamination and dismantlement of the radioactive portions of the plant, leading to license termination.

The NRC staff also compared the Pilgrim site-specific estimated radiological decommissioning costs of approximately $593 million with the site-specific costs of similar decommissioning projects.

Based on the review of the Pilgrim site-specific radiological decommissioning costs of approximately $593 million, as compared to NUREG/CR-6174, the staff concludes that HDIs method for developing the Pilgrim site-specific radiological decommissioning cost estimate is reasonable. Further, when compared to radiological decommissioning costs associated with similar decommissioning projects, the staff finds that the HDIs Pilgrim site-specific radiological decommissioning costs of approximately $593 million is reasonable.

As such, the staff used the value of approximately $593 million for radiological decommissioning costs when it conducted its independent cash flow analysis. As allowed by 10 CFR 50.75(e)(1)(ii), the staff began its cost analysis using a 2% real rate of return on annual balances. In its application dated November 16, 2018, HDI states they also used a 2% real rate of return. However, in Table 1 of the November 16, 2018, application, HDI noted that the Year Ending DTF Balance is after-taxes. Therefore, in its cost analysis, the staff found that Table 1 reflects an actual annual real rate of return of 1.42%. The staff notes that this is conservative to the 2% annual real rate of return allowed by 10 CFR 50.75(e)(1)(ii). To be consistent in 8

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 87 of 103 validating HDIs site-specific DCE, the staff used the more conservative 1.42% annual real rate of return. The staffs independent cash flow analysis is contained in Attachment 1 to the NRC staffs safety evaluation for the associated LTA.

As noted above, HDIs site-specific DCE relies on estimated radiological decommissioning costs of approximately $593 million, which is lower than the 10 CFR 50.75(c) minimum formula amount of approximately $633 million. In its RAI dated July 26, 2019, the staff requested a justification for this lower amount and, in case the Applicants failed to provide sufficient justification, the staff also requested that the Applicants provide a revised decommissioning cash flow analysis using the higher minimum formula amount of

$633,267,558. In Attachment 1 of the July 29, 2019, supplement, HDI provided the requested revised cash flow analysis. Although the staff completed a separate, independent cash flow analysis to validate this revised cash flow analysis, ultimately, as noted above, the staff determined that HDIs site-specific DCE, which uses $592,553,000 for the estimated site-specific radiological decommissioning costs for Pilgrim, is reasonable and sufficiently justified.

Based on its evaluation above and the cash flow analysis contained in Attachment 1 to the NRC staffs safety evaluation for the associated LTA, the staff finds that the funds in the DTF are expected to be available and sufficient to cover the estimated costs of approximately

$593 million for the radiological decommissioning of the facility (including the ISFSI). Therefore, the NRC staff finds that HDI has provided reasonable assurance that adequate funds will be available for the radiological decommissioning of Pilgrim, even with the disbursement of funds from the DTF for spent fuel management and site restoration activities. Consequently, the NRC staff concludes that application of the 10 CFR 50.82(a)(8)(i)(A) requirement that funds from the DTF only be used for radiological decommissioning activities and not for spent fuel management and site restoration activities is not necessary to achieve the underlying purpose of the rule; thus, special circumstances are present supporting approval of the exemption request.

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USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 88 of 103 By granting the exemption to 10 CFR 50.82(a)(8)(i)(A), withdrawals from the DTF for spent fuel management and site restoration activities, consistent with the licensees submittal dated November 16, 2018, are authorized. As stated previously, the NRC staff has determined that there are sufficient funds in the DTF to complete radiological decommissioning activities as well as to conduct spent fuel management and site restoration activities consistent with the revised PSDAR, DCE, SFMP, and the November 16, 2018, exemption request. Pursuant to the requirements in 10 CFR 50.82(a)(8)(v) and (vii), licensees are required to monitor and annually report to the NRC the status of the DTF and the licensees funding for managing spent fuel.

These reports provide the NRC staff with awareness of, and the ability to take action on, any actual or potential funding deficiencies. Additionally, 10 CFR 50.82(a)(8)(vi) requires that the annual financial assurance status report must include additional financial assurance to cover the estimated cost of completion if the sum of the balance of any remaining decommissioning funds, plus earnings on such funds calculated at not greater than a 2% real rate of return, together with the amount provided by other financial assurance methods being relied upon, does not cover the estimated cost to complete the decommissioning. The requested exemption would not allow the withdrawal of funds from the DTF for any other purpose that is not currently authorized in the regulations without prior approval from the NRC.

Special circumstances, in accordance with 10 CFR 50.12(a)(2)(iii), are present whenever compliance would result in undue hardship or other costs that are significantly in excess of those contemplated when the regulation was adopted, or that are significantly in excess of those incurred by others similarly situated. HDI states that the DTF contains funds in excess of the estimated costs of radiological decommissioning and that these excess funds are needed for spent fuel management and site restoration activities. The NRC does not preclude the use of funds from the decommissioning trust in excess of those needed for radiological decommissioning for other purposes, such as spent fuel management or site restoration activities (see NRC Regulatory Issue Summary 2001-07, Rev. 1, 10 CFR 50.75 Reporting and 10

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 89 of 103 Recordkeeping for Decommissioning Planning, dated January 8, 2009 (ADAMS Accession No.

ML083440158), and Regulatory Guide 1.184, Revision 1, Decommissioning of Nuclear Power Reactors, dated October 2013 (ADAMS Accession No. ML13144A840)). Preventing access to those excess funds in the DTF because spent fuel management and site restoration activities are not associated with radiological decommissioning would create an unnecessary financial burden without any corresponding safety benefit. The adequacy of the DTF to cover the cost of activities associated with spent fuel management and site restoration, in addition to radiological decommissioning, is supported by the site-specific DCE. If the licensee cannot use its DTF for spent fuel management and site restoration activities, it would need to obtain additional funding that would not be recoverable from the DTF, or the licensee would have to modify its decommissioning approach and methods. The NRC staff concludes that either outcome would impose an unnecessary and undue burden significantly in excess of that contemplated when 10 CFR 50.82(a)(8)(i)(A) was adopted.

The underlying purposes of 10 CFR 50.82(a)(8)(i)(A) would be achieved by allowing Holtec Pilgrim and HDI to use a portion of the Pilgrim DTF for spent fuel management and site restoration activities, and compliance with the regulation would result in an undue hardship or other costs that are significantly in excess of those contemplated when the regulations were adopted. Thus, the special circumstances required by 10 CFR 50.12(a)(2)(ii) and 10 CFR 50.12(a)(2)(iii) exist and support the approval of the requested exemption.

E. Environmental Considerations In accordance with 10 CFR 51.31(a), the Commission has determined that the granting of the exemption will not have a significant effect on the quality of the human environment (see Environmental Assessment and Finding of No Significant Impact published in the Federal Register on August 20, 2019 (84 FR 43186).

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USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 90 of 103 IV. Conclusions.

In consideration of the above, the NRC staff finds that the proposed exemption confirms the adequacy of funding in the Pilgrim DTF to complete radiological decommissioning of the site and to terminate the license and also to cover estimated spent fuel management and site restoration activities. The NRC staff also finds that there is reasonable assurance that adequate funds are available in the DTF to complete all activities associated with radiological decommissioning.

Accordingly, the Commission has determined that, pursuant to 10 CFR 50.12(a), the exemption is authorized by law, will not present an undue risk to the public health and safety, and is consistent with the common defense and security. Also, special circumstances are present. Therefore, the Commission hereby grants Holtec Pilgrim and HDI an exemption from 10 CFR 50.82(a)(8)(i)(A) to allow them to use of a portion of the funds from the Pilgrim DTF for spent fuel management and site restoration activities consistent with the revised PSDAR and site-specific DCE dated November 16, 2018.

These exemptions are effective upon the NRCs issuance of a conforming license amendment reflecting HDI and Holtec Pilgrim as the licensees for Pilgrim, following NRC approval of the license transfer application and the Applicants completion of the transaction.

Dated at Rockville, Maryland, this 22nd day of August, 2019.

For the Nuclear Regulatory Commission.

/RA/

Gregory F. Suber, Deputy Director, Division of Operating Reactor Licensing, Office of Nuclear Reactor Regulation.

12

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 91 of 103 Attachment 6 Exemption, Issuance 84 Fed. Reg. 45,178 (Aug. 28, 2019)

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 92 of 103

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August09/25/2019 Page 93 of 103 28, 2019 / Notices approved for Pilgrim and the ISFSI, reading-rm/adams.html. Persons who schedule for Commission meetings is subject to the following conditions: encounter problems with ADAMS subject to change on short notice.

(1) Prior to the closing of the license should contact the NRCs Public The NRC Commission Meeting transfer, Holtec Pilgrim and HDI shall Document Room reference staff by Schedule can be found on the internet provide the Directors of NRCs Office of telephone at 1-800-397-4209 or at: http://www.nrc.gov/public-involve/

Nuclear Material Safety and Safeguards 301-415-4737 or by e-mail to public-meetings/schedule.html.

(NMSS) and Office of Nuclear Reactor pdr.resource@nrc.gov. The NRC provides reasonable Regulation (NRR) satisfactory Dated at Rockville, Maryland this 22nd day accommodation to individuals with documentary evidence that they have of August, 2019. disabilities where appropriate. If you obtained the appropriate amount of FOR THE NUCLEAR REGULATORY need a reasonable accommodation to insurance required of a licensee under COMMISSION participate in these public meetings or 10 CFR 140.11(a)(4) and 10 CFR Ho K. Nieh, need this meeting notice or the 50.54(w) of the Commissions Director, Office of Nuclear Reactor transcript or other information from the regulations. Regulation. public meetings in another format (e.g.,

(2) The NRC staffs approval of this braille, large print), please notify

[FR Doc. 2019-18506 Filed 8-27-19; 8:45 am]

license transfer is subject to the Kimberly Meyer-Chambers, NRC BILLING CODE 7590-01-P Commissions authority to rescind, Disability Program Manager, at 301-modify, or condition the approved 287-0739, by videophone at 240-428-transfer based on the outcome of any 3217, or by email at Kimberly.Meyer-NUCLEAR REGULATORY post-effectiveness hearing on the license Chambers@nrc.gov. Determinations on COMMISSION transfer application. For example, if the requests for reasonable accommodation Commission overturns the NRC staffs [NRC-2019-0001] will be made on a case-by-case basis.

approval of this license transfer, this Members of the public may request to Order and any conforming amendments Sunshine Act Meetings receive this information electronically.

reflecting this transfer, will be If you would like to be added to the TIME AND DATE: Weeks of August 26, rescinded, and the Applicants must distribution, please contact the Nuclear September 2, 9, 16, 23, 30, 2019.

return the plant ownership to the status Regulatory Commission, Office of the quo ante and revert to the conditions PLACE: Commissioners Conference Room, 11555 Rockville Pike, Rockville, Secretary, Washington, DC 20555 (301-existing before the transfer. 415-1969), or by email at IT IS FURTHER ORDERED that, Maryland.

Wendy.Moore@nrc.gov or Tyesha.Bush@

consistent with 10 CFR 2.1315(b), the STATUS: Public and Closed.

nrc.gov.

license amendment that makes changes, MATTERS TO BE CONSIDERED: The NRC is holding the meetings as indicated in Enclosure 2 to the cover Week of August 26, 2019 under the authority of the Government letter forwarding this Order, to conform in the Sunshine Act, 5 U.S.C. 552b.

the license to reflect the subject direct There are no meetings scheduled for and indirect license transfer, is the week of August 26, 2019. Dated at Rockville, Maryland, this 26th day approved. The amendment shall be of August, 2019.

Week of September 2, 2019Tentative For the Nuclear Regulatory Commission.

issued and made effective within 30 days of the date when the proposed There are no meetings scheduled for Denise L. McGovern, direct and indirect license transfer the week of September 2, 2019. Policy Coordinator, Office of the Secretary.

action is completed. Week of September 9, 2019Tentative [FR Doc. 2019-18702 Filed 8-26-19; 4:15 pm]

IT IS FURTHER ORDERED that Holtec BILLING CODE 7590-01-P Pilgrim and HDI shall, at least 2 Monday, September 9, 2019 business days prior to closing, inform 10:00 a.m. NRC All Employees Meeting the Directors of NMSS and NRR in (Public Meeting), Marriott Bethesda NUCLEAR REGULATORY writing of the date of closing of the North Hotel, 5701 Marinelli Road, COMMISSION license transfer for Pilgrim and the Rockville, MD 20852 [Docket No. 50-293; NRC-2019-0152]

ISFSI. Should the transfer of the license not be completed within 1 year of this Tuesday, September 10, 2019 Entergy Nuclear Operations, Inc.;

Orders date of issuance, this Order 10:00 a.m. Briefing on NRC Pilgrim Nuclear Power Station shall become null and void; provided, International Activities (Closed however, that upon written application Ex. 1 & 9) AGENCY: Nuclear Regulatory and for good cause shown, such date Commission.

may be extended by order. Week of September 16, 2019Tentative ACTION: Exemption; issuance.

This Order is effective upon issuance. There are no meetings scheduled for For further details with respect to this the week of September 16, 2019.

SUMMARY

The U.S. Nuclear Regulatory Order, see the initial application dated Commission (NRC) is issuing an November 16, 2018, as supplemented by Week of September 23, 2019Tentative exemption in response to a November letters dated November 16, 2018, April There are no meetings scheduled for 16, 2018, request from Entergy Nuclear 17, and July 29, 2019, and the associated the week of September 23, 2019. Operations, Inc. (ENOI), on behalf of NRC safety evaluation dated August 22, Entergy Nuclear Generation Company Week of September 30, 2019Tentative 2019, which are available for public (to be renamed Holtec Pilgrim, LLC) and inspection at the Commissions Public There are no meetings scheduled for Holtec Decommissioning International, jbell on DSK3GLQ082PROD with NOTICES Document Room, located at One White the week of September 30, 2019. LLC (HDI). The exemption permits Flint North, 11555 Rockville Pike (first CONTACT PERSON FOR MORE INFORMATION: Holtec Pilgrim, LLC and HDI to use floor), Rockville, Maryland. Publicly For more information or to verify the funds from the Pilgrim available documents are accessible status of meetings, contact Denise decommissioning trust fund for electronically through ADAMS in the McGovern at 301-415-0681 or via email management of spent fuel and site NRC Library at http://www.nrc.gov/ at Denise.McGovern@nrc.gov. The restoration activities. By Order dated VerDate Sep<11>2014 20:14 Aug 27, 2019 Jkt 247001 PO 00000 Frm 00059 Fmt 4703 Sfmt 4703 E:\FR\FM\28AUN1.SGM 28AUN1

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August09/25/2019 Page 94 of 103 28, 2019 / Notices 45179 August 22, 2019, the NRC approved the For the Nuclear Regulatory Commission. Estimate for Pilgrim Nuclear Power Station request for the direct transfer of ENOIs Scott P. Wall, (revised PSDAR), to notify the NRC of operating authority to HDI and the Senior Project Manager, Plant Licensing changes to accelerate the schedule for the indirect transfer of control of the Branch III, Division of Operating Reactor prompt decommissioning (i.e., the DECON Licensing, Office of Nuclear Reactor method for decommissioning) of Pilgrim and Renewed Facility Operating License No. unrestricted release of all portions of the site DPR-35 for Pilgrim, as well as the Regulation.

(excluding the ISFSI) within 8 years after the general license for the Pilgrim AttachmentExemption license transfer.

Independent Spent Fuel Storage Under the proposed transfers, Holtec NUCLEAR REGULATORY COMMISSION Installation, to Holtec International. Pilgrim will own the Pilgrim nuclear facility This exemption is being issued Docket No. 50-293 and will have responsibility for Pilgrim as its simultaneously with the license transfer licensed owner. Holtec Pilgrim will enter Holtec Decommissioning International, LLC into an agreement for decommissioning Order and will be effective upon the NRCs issuance of a conforming license Pilgrim Nuclear Power Station services with HDI, with HDI acting as Holtec amendment reflecting Holtec Pilgrim, Pilgrims agent and with Holtec Pilgrim Exemption paying for all HDI expenses related to LLC and HDI as the licensees for decommissioning, spent fuel management, I. Background Pilgrim, following consummation of the and site restoration. Accordingly, HDI will license transfer transaction. By letter dated November 10, 2015 become the licensed operator for (Agencywide Documents Access and DATES: The exemption was issued on decommissioning.

Management System (ADAMS) Accession August 22, 2019. No. ML15328A053), Entergy Nuclear II. Request/Action ADDRESSES: Please refer to Docket ID Operations, Inc. (ENOI), submitted a The requested exemption from 10 CFR NRC-2019-0152 when contacting the notification to the U.S. Nuclear Regulatory 50.82(a)(8)(i)(A) would permit Holtec Pilgrim NRC about the availability of Commission (NRC) indicating that it would and HDI to use funds from the Pilgrim information regarding this document. permanently shut down Pilgrim Nuclear Decommissioning Trust Fund (DTF) for spent You may obtain publicly-available Power Station (Pilgrim) no later than June 1, fuel management and site restoration 2019. By letter dated June 10, 2019 (ADAMS information related to this document Accession No. ML19161A033), ENOI activities in accordance with HDIs site-using any of the following methods: submitted to the NRC a certification in specific DCE for Pilgrim. HDI submitted a

• Federal Rulemaking Website: Go to accordance with § 50.82(a)(1) of Title 10 of revised site-specific DCE for Pilgrim by letter https://www.regulations.gov and search the Code of Federal Regulations (10 CFR), dated November 16, 2018, as part of the for Docket ID NRC-2019-0152. Address stating that Pilgrim permanently ceased revised PSDAR. A similar exemption request questions about NRC docket IDs in power operations on May 31, 2019, and that from Entergy was approved by the NRC for as of June 9, 2019, all fuel had been Pilgrim by letter dated July 22, 2019 (ADAMS Regulations.gov to Jennifer Borges; Accession No. ML19162A334).

telephone: 301-287-9127; email: permanently removed from the Pilgrim reactor vessel and placed in the spent fuel The 10 CFR 50.82(a)(8)(i)(A) requirement Jennifer.Borges@nrc.gov. For technical restricts the use of DTF withdrawals to pool. Accordingly, pursuant to 10 CFR questions, contact the individual listed 50.82(a)(2), the Pilgrim renewed facility expenses for legitimate decommissioning in the FOR FURTHER INFORMATION operating license no longer authorizes activities consistent with the definition of CONTACT section of this document. operation of the reactor or emplacement or decommissioning that appears in 10 CFR

• NRCs Agencywide Documents retention of fuel in the reactor vessel. By 50.2. The definition of decommission in 10 Access and Management System letter dated November 16, 2018 (ADAMS CFR 50.2 reads as follows:

(ADAMS): You may obtain publicly- Accession No. ML18320A036), ENOI To remove a facility or site safely from available documents online in the submitted the updated Pilgrim spent fuel service and reduce residual radioactivity to a ADAMS Public Documents collection at management plan (SFMP) pursuant to 10 level that permits https://www.nrc.gov/reading-rm/ CFR 50.54(bb) and preliminary (1) Release of the property for unrestricted decommissioning cost estimate (DCE). By use and termination of the license; or adams.html. To begin the search, select letter dated November 16, 2018 (ADAMS (2) Release of the property under restricted Begin Web-based ADAMS Search. For Accession No. ML18320A034), as conditions and termination of the license.

problems with ADAMS, please contact supplemented by letter dated January 9, 2019 the NRCs Public Document Room (PDR) (ADAMS Accession No. ML19015A020) and This definition does not include activities reference staff at 1-800-397-4209, 301- letter dated July 29, 2019 (ADAMS Accession associated with spent fuel management or No. ML19210E470), ENOI submitted a post- site restoration activities. Therefore, an 415-4737, or by email to pdr.resource@

shutdown decommissioning activities report exemption from 10 CFR 50.82(a)(8)(i)(A) is nrc.gov. The ADAMS accession number needed to allow Holtec Pilgrim and HDI to for each document referenced (if it is (PSDAR) and the site-specific DCE for Pilgrim. use funds from the DTF for spent fuel available in ADAMS) is provided the By letter dated November 16, 2018 management and site restoration activities.

first time that it is mentioned in this (ADAMS Accession No. ML18320A031), Similar to 10 CFR 50.82(a)(8)(i)(A),

document. ENOI, on behalf of itself and Entergy Nuclear provisions of 10 CFR 50.75(h)(1)(iv) and

• NRCs PDR: You may examine and Generation Company (ENGC) (to be known as (h)(2) dictate that with certain exceptions, purchase copies of public documents at Holtec Pilgrim, LLC (Holtec Pilgrim)), Holtec disbursements from nuclear the NRCs PDR, Room O1-F21, One International (Holtec), and Holtec decommissioning trusts are restricted to White Flint North, 11555 Rockville Decommissioning International (HDI) decommissioning expenses. However, in submitted a license transfer application accordance with 10 CFR 50.75(h)(5), these Pike, Rockville, Maryland 20852.

(LTA) requesting that the NRC consent to the provisions do not apply to any licensee that FOR FURTHER INFORMATION CONTACT: direct transfer of ENOIs operating authority as of December 24, 2003, has existing license Scott P. Wall, Office of Nuclear Reactor to HDI and the indirect transfer of control of conditions relating to decommissioning trust Regulation; U.S. Nuclear Regulatory the Pilgrim Renewed Facility Operating agreements, so long as the licensee does not Commission, Washington, DC 20555- License and the General License for the elect to amend those license conditions. The jbell on DSK3GLQ082PROD with NOTICES 0001; telephone: 301-415-2855; email: Pilgrim Independent Spent Fuel Storage operating license for Pilgrim included Scott.Wall@nrc.gov. Installation (ISFSI) to Holtec. By letter dated existing license conditions relating to November 16, 2018 (ADAMS Accession No. decommissioning trust agreements on SUPPLEMENTARY INFORMATION: The text of ML18320A040), HDI submitted a December 24, 2003, and as such, Pilgrim is the exemption is attached. Notification of Revised Post-Shutdown exempt from the provisions of sections (h)(1)

Dated at Rockville, Maryland, this 22nd Decommissioning Activities Report and through (h)(3) of 10 CFR 50.75, pursuant to day of August, 2019. Revised Site-Specific Decommissioning Cost the terms of 10 CFR 50.75(h)(5).

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August09/25/2019 Page 95 of 103 28, 2019 / Notices III. Discussion restoration are still constrained by the the staff used the opening DTF balance of Pursuant to 10 CFR 50.12, the Commission provisions of 10 CFR 50.82(a)(8)(i)(B)-(C) and $1.030 billion as the money available to may, upon application by any interested are reviewable under the annual reporting cover radiological decommissioning, spent person or upon its own initiative, grant requirements of 10 CFR 50.82(a)(8)(v)-(vii). fuel management, and site restoration costs.

exemptions from the requirements of 10 CFR There are no new accident precursors The analysis in the November 16, 2018 part 50(1) when the exemptions are created by using the DTF in the proposed revised PSDAR, projects the total radiological authorized by law, will not present an undue manner. Thus, the probability of postulated decommissioning cost of Pilgrim to be risk to the public health and safety, and are accidents is not increased. Also, based on the approximately $593 million in 2018 dollars consistent with the common defense and above, the consequences of postulated which is lower than the 10 CFR 50.75(c) security; and (2) when any of the special accidents are not increased. No changes are minimum formula amount of approximately circumstances listed in 10 CFR 50.12(a)(2) being made in the types or amounts of $633 million. The revised PSDAR estimated are present. These special circumstances effluents that may be released offsite. There decommissioning costs are consistent with include, among other things: is no significant increase in occupational or the estimated costs for radiological (a) Application of the regulation in the public radiation exposure. Therefore, the decommissioning, including ISFSI particular circumstances would not serve the requested exemption will not present an decommissioning costs, provided in the underlying purpose of the rule or is not undue risk to the public health and safety. November 16, 2018 request for exemptions.

necessary to achieve the underlying purpose However, the LTA and the exemption request C. Consistent With the Common Defense and did not provide any explanation for the of the rule; and Security (b) Compliance would result in undue difference in funding levels for radiological hardship or other costs that are significantly The requested exemption would allow decommissioning costs between the site-in excess of those contemplated when the Holtec Pilgrim and HDI to use funds from the specific DCE and the 10 CFR 50.75(c) regulation was adopted, or that are Pilgrim DTF for spent fuel management and minimum formula amount. Therefore, the significantly in excess of those incurred by site restoration activities at Pilgrim. Spent staff sought supplemental information from others similarly situated. fuel management under 10 CFR 50.54(bb) is the Applicants in a request for additional an integral part of the planned information (RAI) dated July 26, 2019, A. Authorized by Law decommissioning and license termination (ADAMS Accession No. ML19207B366). The The requested exemption from 10 CFR process and will not adversely affect Holtec RAI requested, among other things, that the 50.82(a)(8)(i)(A) would allow Holtec Pilgrim Pilgrim and HDIs ability to physically secure Applicants provide justification for using a and HDI to use a portion of the funds from the site or protect special nuclear material. radiological decommissioning cost estimate the DTF for spent fuel management and site This change to enable the use of a portion of value that is less than the 10 CFR 50.75(c) restoration activities at Pilgrim in the same the funds from the DTF for spent fuel minimum formula amount.

manner that withdrawals are made under 10 management and site restoration activities On July 29, 2019 (ADAMS Accession No.

CFR 50.82(a)(8) for radiological has no relation to security issues. Therefore, ML19210E470), HDI provided its decommissioning activities. As stated above, the common defense and security is not justification, stating that the HDI site-specific 10 CFR 50.12 allows the NRC to grant impacted by the requested exemption. DCE is a more reliable and precise estimate exemptions from the requirements of 10 CFR of decommissioning cost because it is based D. Special Circumstances on Pilgrim-specific plant data and historical part 50 when the exemptions are authorized by law. The NRC staff has determined, as Special circumstances, in accordance with information, actual site conditions, explained further below, that there is 10 CFR 50.12(a)(2)(ii), are present whenever regulatory requirements applicable to reasonable assurance of adequate funding for application of the regulation in the particular Pilgrim, and actual pricing information, as radiological decommissioning because the circumstances is not necessary to achieve the compared to the 10 CFR 50.75(c) minimum Applicants use of the DTF for activities underlying purpose of the regulation. formula amount, which is based on generic associated with spent fuel management and The underlying purpose of 10 CFR inputs. Additionally, in both the November site restoration will not negatively impact the 50.82(a)(8)(i)(A), which restricts withdrawals 16, 2018 application and the July 29, 2019 availability of funding for radiological from DTFs to expenses for radiological supplement, HDI states that its site-specific decommissioning. Accordingly, the decommissioning activities, is to provide DCE was reviewed against the estimates of exemption is authorized by law because reasonable assurance that adequate funds costs associated with license termination granting the licensees proposed exemption will be available for radiological (radiological decommissioning) in NUREG/

will not result in a violation of the Atomic decommissioning of power reactors and CR-6174, Revised Analyses of Energy Act of 1954, as amended, or the license termination. Strict application of this Decommissioning for the Reference Boiling Commissions regulations. requirement would prohibit the withdrawal Water Reactor Power Station (ADAMS of funds from the Pilgrim DTF for spent fuel Accession No. ML14008A186), benchmarked B. No Undue Risk to Public Health and management and site restoration activities, against nine comparable decommissioning Safety until final radiological decommissioning at projects, and compared with costs from The underlying purpose of 10 CFR Pilgrim has been completed. similar activities at seven boiling water 50.82(a)(8)(i)(A) is to provide reasonable ENOIs March 28, 2019, annual report reactors. Accordingly, as part of its review, assurance that adequate funds will be (ADAMS Accession No. ML19087A318) on the NRC staff compared the Pilgrim site-available for the radiological the status of decommissioning funding for specific radiological decommissioning costs decommissioning of power reactors and Pilgrim reports a DTF balance of with the estimated activities of the four license termination. As explained in further approximately $1.028 billion as of December periods associated with the DECON detail in Section D below, based on NRC 31, 2018, and approximately $1.043 billion as decommissioning method as outlined in staffs review of HDIs revised site-specific of February 28, 2019. The cash flow analysis NUREG/CR-6174:

DCE and the staffs independent cash flow in Table 1 of the November 16, 2018, (1) Pre-shutdown planning/engineering analysis contained in Attachment 1 to the application is based on a beginning DTF and regulatory reviews, NRC staffs safety evaluation for the balance of $1.030 billion (following closure (2) Plant deactivation and preparation for associated LTA (ADAMS Accession No. of the equity sale in 2019).1 HDI states that storage, ML19170A250), the NRC staff finds that the this beginning DTF balance reflects the fund (3) A period of plant safe storage with use of the Pilgrim DTF for spent fuel value post-closure of the asset sale. concurrent operations in the spent fuel pool management and site restoration activities at Furthermore, the application states that the until the pool inventory is zero, and Pilgrim will not adversely impact Holtec 2019 costs include estimated pre-closure and (4) Decontamination and dismantlement of jbell on DSK3GLQ082PROD with NOTICES Pilgrim and HDIs ability to terminate the post-closure costs. In the NRC staffs analysis the radioactive portions of the plant, leading Pilgrim license (i.e., complete radiological provided in its safety evaluation for the LTA, to license termination.

decommissioning) as planned, consistent The NRC staff also compared the Pilgrim with the schedule and costs contained in the 1 The terms of the Equity Purchase and Sales site-specific estimated radiological revised PSDAR. Agreement describes the after-tax market value of decommissioning costs of approximately Furthermore, withdrawals from the DTF the DTF must be no less than $1.030 billion at time $593 million with the site-specific costs of for spent fuel management and site of transaction closing. similar decommissioning projects.

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August09/25/2019 Page 96 of 103 28, 2019 / Notices 45181 Based on the review of the Pilgrim site- concludes that application of the 10 CFR create an unnecessary financial burden specific radiological decommissioning costs 50.82(a)(8)(i)(A) requirement that funds from without any corresponding safety benefit.

of approximately $593 million, as compared the DTF only be used for radiological The adequacy of the DTF to cover the cost to NUREG/CR-6174, the staff concludes that decommissioning activities and not for spent of activities associated with spent fuel HDIs method for developing the Pilgrim site- fuel management and site restoration management and site restoration, in addition specific radiological decommissioning cost activities is not necessary to achieve the to radiological decommissioning, is estimate is reasonable. Further, when underlying purpose of the rule; thus, special supported by the site-specific DCE. If the compared to radiological decommissioning circumstances are present supporting licensee cannot use its DTF for spent fuel costs associated with similar approval of the exemption request. management and site restoration activities, it decommissioning projects, the staff finds that By granting the exemption to 10 CFR would need to obtain additional funding that the HDIs Pilgrim site-specific radiological 50.82(a)(8)(i)(A), withdrawals from the DTF would not be recoverable from the DTF, or decommissioning costs of approximately for spent fuel management and site the licensee would have to modify its

$593 million is reasonable. restoration activities, consistent with the decommissioning approach and methods.

As such, the staff used the value of licensees submittal dated November 16, The NRC staff concludes that either outcome approximately $593 million for radiological 2018, are authorized. As stated previously, would impose an unnecessary and undue decommissioning costs when it conducted its the NRC staff has determined that there are burden significantly in excess of that independent cash flow analysis. As allowed sufficient funds in the DTF to complete contemplated when 10 CFR 50.82(a)(8)(i)(A) by 10 CFR 50.75(e)(1)(ii), the staff began its radiological decommissioning activities as was adopted.

cost analysis using a 2% real rate of return well as to conduct spent fuel management The underlying purposes of 10 CFR on annual balances. In its application dated and site restoration activities consistent with 50.82(a)(8)(i)(A) would be achieved by November 16, 2018, HDI states they also used the revised PSDAR, DCE, SFMP, and the allowing Holtec Pilgrim and HDI to use a a 2% real rate of return. However, in Table November 16, 2018, exemption request. portion of the Pilgrim DTF for spent fuel 1 of the November 16, 2018, application, HDI Pursuant to the requirements in 10 CFR management and site restoration activities, noted that the Year Ending DTF Balance is 50.82(a)(8)(v) and (vii), licensees are required and compliance with the regulation would after-taxes. Therefore, in its cost analysis, the to monitor and annually report to the NRC result in an undue hardship or other costs staff found that Table 1 reflects an actual the status of the DTF and the licensees that are significantly in excess of those annual real rate of return of 1.42%. The staff funding for managing spent fuel. These contemplated when the regulations were notes that this is conservative to the 2% reports provide the NRC staff with awareness adopted. Thus, the special circumstances annual real rate of return allowed by 10 CFR of, and the ability to take action on, any required by 10 CFR 50.12(a)(2)(ii) and 10 CFR 50.75(e)(1)(ii). To be consistent in validating actual or potential funding deficiencies. 50.12(a)(2)(iii) exist and support the approval HDIs site-specific DCE, the staff used the Additionally, 10 CFR 50.82(a)(8)(vi) requires of the requested exemption.

more conservative 1.42% annual real rate of that the annual financial assurance status return. The staffs independent cash flow report must include additional financial E. Environmental Considerations analysis is contained in Attachment 1 to the assurance to cover the estimated cost of In accordance with 10 CFR 51.31(a), the NRC staffs safety evaluation for the completion if the sum of the balance of any Commission has determined that the granting associated LTA. remaining decommissioning funds, plus of the exemption will not have a significant As noted above, HDIs site-specific DCE earnings on such funds calculated at not effect on the quality of the human relies on estimated radiological greater than a 2% real rate of return, together environment (see Environmental Assessment decommissioning costs of approximately with the amount provided by other financial and Finding of No Significant Impact

$593 million, which is lower than the 10 CFR assurance methods being relied upon, does published in the Federal Register on August 50.75(c) minimum formula amount of not cover the estimated cost to complete the 20, 2019 (84 FR 43186).

approximately $633 million. In its RAI dated decommissioning. The requested exemption July 26, 2019, the staff requested a would not allow the withdrawal of funds IV. Conclusions justification for this lower amount and, in from the DTF for any other purpose that is In consideration of the above, the NRC staff case the Applicants failed to provide not currently authorized in the regulations finds that the proposed exemption confirms sufficient justification, the staff also without prior approval from the NRC. the adequacy of funding in the Pilgrim DTF requested that the Applicants provide a Special circumstances, in accordance with to complete radiological decommissioning of revised decommissioning cash flow analysis 10 CFR 50.12(a)(2)(iii), are present whenever the site and to terminate the license and also using the higher minimum formula amount compliance would result in undue hardship to cover estimated spent fuel management of $633,267,558. In Attachment 1 of the July or other costs that are significantly in excess and site restoration activities. The NRC staff 29, 2019, supplement, HDI provided the of those contemplated when the regulation also finds that there is reasonable assurance requested revised cash flow analysis. was adopted, or that are significantly in that adequate funds are available in the DTF Although the staff completed a separate, excess of those incurred by others similarly to complete all activities associated with independent cash flow analysis to validate situated. HDI states that the DTF contains radiological decommissioning.

this revised cash flow analysis, ultimately, as funds in excess of the estimated costs of Accordingly, the Commission has noted above, the staff determined that HDIs radiological decommissioning and that these determined that, pursuant to 10 CFR 50.12(a),

site-specific DCE, which uses $592,553,000 excess funds are needed for spent fuel the exemption is authorized by law, will not for the estimated site-specific radiological management and site restoration activities. present an undue risk to the public health decommissioning costs for Pilgrim, is The NRC does not preclude the use of funds and safety, and is consistent with the reasonable and sufficiently justified. from the decommissioning trust in excess of common defense and security. Also, special Based on its evaluation above and the cash those needed for radiological circumstances are present. Therefore, the flow analysis contained in Attachment 1 to decommissioning for other purposes, such as Commission hereby grants Holtec Pilgrim the NRC staffs safety evaluation for the spent fuel management or site restoration and HDI an exemption from 10 CFR associated LTA, the staff finds that the funds activities (see NRC Regulatory Issue 50.82(a)(8)(i)(A) to allow them to use of a in the DTF are expected to be available and Summary 2001-07, Rev. 1, 10 CFR 50.75 portion of the funds from the Pilgrim DTF for sufficient to cover the estimated costs of Reporting and Recordkeeping for spent fuel management and site restoration approximately $593 million for the Decommissioning Planning, dated January activities consistent with the revised PSDAR radiological decommissioning of the facility 8, 2009 (ADAMS Accession No. and site-specific DCE dated November 16, (including the ISFSI). Therefore, the NRC ML083440158), and Regulatory Guide 1.184, 2018.

jbell on DSK3GLQ082PROD with NOTICES staff finds that HDI has provided reasonable Revision 1, Decommissioning of Nuclear These exemptions are effective upon the assurance that adequate funds will be Power Reactors, dated October 2013 NRCs issuance of a conforming license available for the radiological (ADAMS Accession No. ML13144A840)). amendment reflecting HDI and Holtec decommissioning of Pilgrim, even with the Preventing access to those excess funds in Pilgrim as the licensees for Pilgrim, following disbursement of funds from the DTF for the DTF because spent fuel management and NRC approval of the license transfer spent fuel management and site restoration site restoration activities are not associated application and the Applicants completion activities. Consequently, the NRC staff with radiological decommissioning would of the transaction.

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USCA Case Federal 45182 #19-1198 Document Register #1808410

/ Vol. 84, No. 167 / Wednesday,Filed:

August09/25/2019 Page 97 of 103 28, 2019 / Notices Dated at Rockville, Maryland, this 22nd II. Clearing Agencys Statement of the Framework that describes their review day of August, 2019. Purpose of, and Statutory Basis for, the and approval.5 For the Nuclear Regulatory Commission. Proposed Rule Change, Security-Based ICC proposes updates to the Euro

/RA/ Swap Submission, or Advance Notice investment guidelines appendix, which is applicable to Euro-denominated Gregory F. Suber, In its filing with the Commission, ICC customer origin and house origin cash.

Deputy Director, Division of Operating included statements concerning the The current Euro investment guidelines Reactor Licensing, Office of Nuclear Reactor purpose of and basis for the proposed allow direct investments in French and Regulation.

rule change, security-based swap German sovereign debt securities having

[FR Doc. 2019-18490 Filed 8-27-19; 8:45 am] submission, or advance notice and a final maturity of no greater than 198 BILLING CODE 7590-01-P discussed any comments it received on days but require that all such the proposed rule change, security- investments with customer origin cash based swap submission, or advance comply with any applicable conditions notice. The text of these statements may and restrictions in Commodity Futures SECURITIES AND EXCHANGE be examined at the places specified in Trading Commission (CFTC)

COMMISSION Item IV below. ICC has prepared Regulation 1.25,6 including any summaries, set forth in sections (A), (B), applicable exemptive orders. As such,

[Release No. 34-86728; File No. SR-ICC- and (C) below, of the most significant direct investments with customer origin 2019-009] aspects of these statements. cash are limited to French and German sovereign debt securities having a final (A) Clearing Agencys Statement of the maturity of no greater than 180 days in Self-Regulatory Organizations; ICE Purpose of, and Statutory Basis for, the accordance with the exemptive order Clear Credit LLC; Notice of Filing and Proposed Rule Change, Security-Based that was issued by the CFTC (the Immediate Effectiveness of Proposed Swap Submission, or Advance Notice Order).7 ICC proposes to update the Rule Change, Security-Based Swap Submission, or Advance Notice (a) Purpose Euro investment guidelines to restrict Relating to ICCs Treasury Operations direct investments with both customer Policies and Procedures ICC proposes to revise its Treasury origin and house origin cash to French Policy. Specifically, ICC proposes minor and German sovereign debt securities August 22, 2019. changes to the Treasury Policy to more having a final maturity of no greater generally refer to a data provider for the than 180 days in order to promote Pursuant to Section 19(b)(1) of the uniform Euro investment guidelines that purposes of collateral valuation and to Securities Exchange Act of 1934,1 and are applicable to customer origin and promote uniform investment guidelines Rule 19b-4 thereunder,2 notice is that are applicable to Euro-denominated house origin cash.

hereby given that on August 8, 2019, cash posted by Clearing Participants ICC has filed the proposed rule ICE Clear Credit LLC (ICC) filed with (CPs) for their margin requirements change for immediate effectiveness and the Securities and Exchange related to client positions (customer proposes that it will be operative on or Commission the proposed rule change, origin cash) and Euro-denominated about, but no sooner than, September security-based swap submission, or Guaranty Fund and margin cash posted 10, 2019.

advance notice as described in Items I, by CPs (house origin cash). ICC (b) Statutory Basis II and III below, which Items have been believes that such revisions will prepared by ICC. ICC filed the proposed facilitate the prompt and accurate Section 17A(b)(3)(F) of the Act 8 rule change pursuant Section clearance and settlement of securities requires, among other things, that the 19(b)(3)(A) of the Act 3 and Rule 19b- transactions and derivative agreements, rules of a clearing agency be designed to contracts, and transactions for which it promote the prompt and accurate 4(f)(6) thereunder,4 such that the is responsible. The proposed changes clearance and settlement of securities proposed rule change was immediately are described in detail as follows. transactions, and to the extent effective upon filing with the applicable, derivative agreements, Commission. The Commission is ICC proposes to more generally refer contracts and transactions; to assure the publishing this notice to solicit to a data provider for the purposes of safeguarding of securities and funds comments on the proposed rule change, collateral valuation in the Collateral which are in the custody or control of security-based swap submission, or Valuation sub-section. Currently, the the clearing agency or for which it is advance notice from interested persons. Treasury Policy references, by name, a responsible; and to comply with the data provider that ICC uses as a source provisions of the Act and the rules and I. Clearing Agencys Statement of the for collateral valuation information. ICC Terms of Substance of the Proposed regulations thereunder. ICC believes proposes to remove references to the that the proposed rule change is Rule Change, Security-Based Swap specific data provider and to more Submission, or Advance Notice consistent with the requirements of the generally require ICC to use a reliable Act and the rules and regulations The principal purpose of the data provider as a source for collateral thereunder applicable to ICC, in valuation information. ICC does not particular, to Section 17(A)(b)(3)(F),9 proposed rule change is to revise the intend that the Treasury Policy list ICC because ICC believes that the proposed ICC Treasury Operations Policies and service providers or control the on- rule change will promote the prompt Procedures (Treasury Policy). These boarding or review of such data revisions do not require any changes to provider. Service providers are subject 5 See SR-ICC-2018-003 for more information the ICC Clearing Rules (Rules).

jbell on DSK3GLQ082PROD with NOTICES to contractual arrangements entered into regarding the review and approval of critical by authorized ICC officers and, if vendors under the ICC Operational Risk Management Framework.

1 15 U.S.C. 78s(b)(1). deemed a critical vendor under the 6 17 CFR 1.25.

2 17 CFR 240.19b-4. Operational Risk Management 7 83 FR 35241 (July 25, 2018).

3 15 U.S.C. 78s(b)(3)(A). Framework, governed by the 8 15 U.S.C. 78q-1(b)(3)(F).

4 17 CFR 240.19b-4(f)(6). Operational Risk Management 9 Id.

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USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 98 of 103

[page added for double-sided printing]

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 99 of 103 Attachment 7 Environmental Assessment and Finding of No Significant Impact; Issuance, 84 Fed. Reg. 43,186 (Aug. 20, 2019)

USCA Case #19-1198 Document #1808410 Filed: 09/25/2019 Page 100 of 103

[page added for double-sided printing]

USCA Case #19-1198 43186 Document Federal Register / Vol. 84,#1808410 No. 161 / Tuesday, Filed:

August09/25/2019 Page 101 of 103 20, 2019 / Notices access to NASA Headquarters. Foreign X. Discussion Item Non-Core Private questions about NRC docket IDs in nationals attending this meeting will be Funds Regulations.gov to Jennifer Borges; required to provide a copy of their XI. Discussion Item Western Region telephone: 301-287-9127; email:

passport and visa in addition to Denver Office Lease Renewal Jennifer.Borges@nrc.gov. For technical providing the following information no XII. Discussion Item 40th Anniversary questions, contact the individual listed less than 10 days prior to the meeting: Event in the FOR FURTHER INFORMATION Full name; gender; date/place of birth; XIII. Management Program Background CONTACT section of this document.

citizenship; passport information and Updates

• NRCs Agencywide Documents (number, country, telephone); visa XIV. Adjournment Access and Management System information (number, type, expiration CONTACT PERSON FOR MORE INFORMATION: (ADAMS): You may obtain publicly-date); employer/affiliation information Rutledge Simmons, EVP & General available documents online in the (name of institution, address, country, Counsel/Secretary, (202) 760-4105; ADAMS Public Documents collection at telephone); title/position of attendee. To Rsimmons@nw.org. https://www.nrc.gov/reading-rm/

expedite admittance, attendees that are adams.html. To begin the search, select Rutledge Simmons, U.S. citizens and Permanent Residents Begin Web-based ADAMS Search. For (green card holders) are requested to EVP & General Counsel/Corporate Secretary. problems with ADAMS, please contact provide full name and citizenship status [FR Doc. 2019-18039 Filed 8-16-19; 4:15 pm] the NRCs Public Document Room (PDR) no less than 3 working days prior to the BILLING CODE 7570-02-P reference staff at 1-800-397-4209, 301-meeting. Information should be sent to 415-4737, or by email to pdr.resource@

Mr. Andrew Rowe, at andrew.rowe@ nrc.gov. For the convenience of the nasa.gov. NUCLEAR REGULATORY reader, instructions about obtaining COMMISSION materials referenced in this document Patricia Rausch,

[Docket No. 50-293; NRC-2019-0152]

are provided in the Availability of Advisory Committee Management Officer, Documents section.

National Aeronautics and Space Administration. Entergy Nuclear Operations Inc;

• NRCs PDR: You may examine and Pilgrim Nuclear Power Station purchase copies of public documents at

[FR Doc. 2019-17944 Filed 8-19-19; 8:45 am]

the NRCs PDR, Room O1-F21, One BILLING CODE 7510-13-P AGENCY: Nuclear Regulatory White Flint North, 11555 Rockville Commission. Pike, Rockville, Maryland 20852.

ACTION: Environmental assessment and FOR FURTHER INFORMATION CONTACT:

NEIGHBORHOOD REINVESTMENT finding of no significant impact; Scott P. Wall, Office of Nuclear Reactor CORPORATION issuance. Regulation, U.S. Nuclear Regulatory Sunshine Act Meetings; Regular Board Commission, Washington, DC 20555-

SUMMARY

The U.S. Nuclear Regulatory of Directors Meeting 0001; telephone: 301-415-2855; email:

Commission (NRC) is considering Scott.Wall@nrc.gov.

issuance of an exemption in response to TIME & DATE: 3:00 p.m., Wednesday, a November 16, 2018, request from SUPPLEMENTARY INFORMATION:

September 4, 2019. Entergy Nuclear Operations, Inc. (ENOI I. Introduction PLACE: NeighborWorks America or the licensee) on behalf of Entergy Gramlich Boardroom, 999 North Capitol Pursuant to section 50.12 of title 10 of Nuclear Generation Company (ENGC)

Street NE, Washington, DC 20002. the Code of Federal Regulations (10 (to be renamed Holtec Pilgrim, LLC) and STATUS: Open (with the exception of CFR), Specific exemptions, the NRC Holtec Decommissioning International, Executive Session). is considering issuance of an exemption LLC (HDI), related to Pilgrim Nuclear from 10 CFR 50.82(a)(8)(i)(A) for MATTERS TO BE CONSIDERED: The Power Station (Pilgrim), located in Renewed Facility Operating License No.

General Counsel of the Corporation has Plymouth County, Massachusetts. The DPR-35, issued to HDI for Pilgrim, certified that in his opinion, one or proposed action would permit Holtec located in Plymouth County, more of the exemptions set forth in 5 Pilgrim, LLC and HDI to use funds from Massachusetts. By letter dated U.S.C. 552 (b)(2) and (4) permit closure the Pilgrim decommissioning trust fund November 16, 2018 (ADAMS Accession of the following portion(s) of this (the Trust) for management of spent fuel No. ML18320A031), ENOI, on behalf of meeting: and site restoration activities. The staff itself, Entergy Nuclear Generation

• Report From CEO is issuing a final environmental Company (ENGC) (to be known as

• Board and Officer Elections assessment (EA) and a final finding of Holtec Pilgrim, LLC), Holtec no significant impact (FONSI)

Agenda International (Holtec), and HDI associated with the proposed I. Call to Order submitted a License Transfer exemption.

II. Approval of Minutes Application (LTA) requesting that the DATES: The EA and FONSI referenced in NRC consent to the proposed direct and III. Executive Session: Report from CEO IV. Action Item Recognition of Service this document are available on August indirect transfer of the Pilgrim Renewed for Senior Deputy Controller 20, 2019. Facility Operating License No. DPR-35 Grovetta Gardineer ADDRESSES: Please refer to Docket ID and the general license for the Pilgrim V. Action Item FY2020 Preliminary NRC-2019-0152 when contacting the ISFSI (collectively referred to as the Budget NRC about the availability of facility). Specifically, the Applicants VI. Action Item Investment Policy information regarding this document. requested that the NRC consent to the jbell on DSK3GLQ082PROD with NOTICES Update You may obtain publicly-available direct transfer of ENOIs currently VII. Action Item Lapse Plan Policy information related to this document licensed authority (licensed operator for VIII. Discussion Item Corporate Goals using any of the following methods: decommissioning) to HDI. In addition, for FY2020

• Federal Rulemaking Website: Go to the Applicants requested the indirect IX. Discussion Item FY2021 Budget https://www.regulations.gov and search transfer of control of ENGCs ownership Submission Process for Docket ID NRC-2019-0152. Address interests in the facility licenses to VerDate Sep<11>2014 20:49 Aug 19, 2019 Jkt 247001 PO 00000 Frm 00088 Fmt 4703 Sfmt 4703 E:\FR\FM\20AUN1.SGM 20AUN1

USCA Case #19-1198 Document Federal Register / Vol. 84,#1808410 No. 161 / Tuesday, Filed:

August09/25/2019 Page 102 of 103 20, 2019 / Notices 43187 Holtec. In Enclosure 2 of the November management and site restoration assurance to cover the cost of 16, 2018, LTA, HDI requested an activities. completion. These annual reports exemption from 10 CFR HDI stated that Table 1 of the provide a means for the NRC to monitor 50.82(a)(8)(i)(A). The exemption would application dated November 16, 2018, the adequacy of available funding. The allow Holtec Pilgrim, LLC and HDI to demonstrates that the Trust contains the proposed exemption would allow use funds from the Trust for spent fuel amount needed to cover the estimated Holtec Pilgrim, LLC and HDI to use management and site restoration costs of radiological decommissioning, Trust funds to support spent fuel activities, in the same manner that as well as spent fuel management and management and site restoration funds from the Trust are used under 10 site restoration activities. The adequacy activities not associated with CFR 50.82(a)(8) for radiological of funds in the Trust to cover the costs radiological decontamination. The NRC decommissioning activities. This of activities associated with spent fuel staff has determined that there is exemption would only apply following management, site restoration, and reasonable assurance of adequate NRC approval of the LTA and closing of radiological decontamination through funding for radiological the underlying transaction. license termination is supported by the decommissioning based on the In accordance with 10 CFR 51.21, the revised Pilgrim Post-Shutdown remaining Trust funds dedicated for NRC has prepared an environmental Decommissioning Activities Report radiological decontamination.

assessment (EA) that analyzes the submitted by HDI in a letter dated Specifically, HDI has provided detailed, environmental effects of the proposed November 16, 2018 (ADAMS Accession site-specific, cost-estimates for action. Based on the results of this EA, No. ML18320A034), as supplemented radiological decommissioning that the and in accordance with 10 CFR 51.31(a), by letters dated January 9, 2019 and July NRC staff finds sufficiently demonstrate the NRC has determined not to prepare 29, 2019 (ADAMS Accession Nos. that the Trust funds dedicated to an environmental impact statement for ML19015A020 and ML19210E470, radiological decommissioning are the proposed licensing action and is respectively). HDI stated that it needs adequate. Thus, there is reasonable issuing a finding of no significant access to the funds in the Trust to assurance that there will be no impact (FONSI). support spent fuel management and site environmental effect due to lack of restoration activities not associated with adequate funding for decommissioning.

II. Environmental Assessment radiological decontamination. The proposed action will not Description of the Proposed Action In summary, by letter dated November significantly increase the probability or 16, 2018, HDI requested an exemption The proposed action would partially consequences of radiological accidents from NRC regulations to allow Trust exempt Holtec Pilgrim, LLC and HDI or change the types of effluents released withdrawals for spent fuel management from the requirements set forth in 10 offsite. In addition, there would be no and site restoration activities.

CFR 50.82(a)(8)(i)(A). Specifically, the significant increase in the amount of proposed action would allow Holtec Environmental Impacts of the Proposed any radiological effluent released offsite, Pilgrim, LLC and HDI to use funds from Action and no significant increase in the Trust for spent fuel management and The proposed action involves occupational or public radiation site restoration activities not associated regulatory requirements that are of a exposure. There would be no materials with radiological decommissioning financial or administrative nature and or chemicals introduced into the plant activities. that do not have an impact on the affecting the characteristics or types of The proposed action is also described environment. The NRC has completed effluents released offsite. In addition, in the licensees application dated its evaluation of the proposed action waste processing systems would not be November 16, 2018 (ADAMS Accession and concludes that there is reasonable affected by the proposed exemption.

No. ML18320A031). assurance that adequate funds are Therefore, there would be no significant available in the Trust to complete all radiological environmental impacts Need for the Proposed Action activities associated with radiological associated with the proposed action.

By letter dated November 10, 2015 decommissioning. There would be no Regarding potential nonradiological (ADAMS Accession No. ML15328A053), decrease in safety associated with the impacts, the proposed action would ENOI informed the NRC that it planned use of the Trust to fund activities have no direct impacts on land use or to permanently cease power operations associated with spent fuel management water resources, including terrestrial at Pilgrim no later than June 1, 2019. and site restoration. The NRC and aquatic biota, as it involves no new ENOI permanently ceased power regulations in 10 CFR 50.82(a)(8)(v) construction or modification of plant operations at Pilgrim on May 31, 2019. require licensees to submit a financial operational systems. There would be no ENOI permanently defueled Pilgrim on assurance status report annually changes to the quality or quantity of June 9, 2019. between the time of submitting their nonradiological effluents, and no As required by 10 CFR decommissioning cost estimate until changes to the plants National Pollutant 50.82(a)(8)(i)(A), decommissioning trust they submit their final radiation survey Discharge Elimination System permits funds may be used by Holtec Pilgrim, and demonstrate that residual would be needed. In addition, there LLC and HDI if the withdrawals are for radioactivity has been reduced to a level would be no noticeable effect on legitimate decommissioning activity that permits termination of the socioeconomic and environmental expenses, consistent with the definition operating license. Section 50.82(a)(8)(vi) justice conditions in the region, no air of decommissioning in 10 CFR 50.2. of 10 CFR requires that if the sum of the quality impacts, and no potential to This definition addresses radiological balance of any remaining affect historic properties. Therefore, decontamination and does not include decommissioning funds, plus expected there would be no significant jbell on DSK3GLQ082PROD with NOTICES activities associated with spent fuel rate of return, plus any other financial nonradiological environment impacts management or site restoration. surety mechanism relied upon by the associated with the proposed action.

Therefore, exemption from 10 CFR licensee, does not cover the estimated Accordingly, the NRC concludes that 50.82(a)(8)(i)(A) is needed to allow costs to complete the decommissioning, there would be no significant Holtec Pilgrim, LLC and HDI to use the financial assurance status report environmental impacts associated with funds from the Trust for spent fuel must include additional financial the proposed action.

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USCA Case #19-1198 43188 Document Federal Register / Vol. 84,#1808410 No. 161 / Tuesday, Filed:

August09/25/2019 Page 103 of 103 20, 2019 / Notices Environmental Impacts of the management and site restoration Nuclear Plants: Regarding Pilgrim Alternatives to the Proposed Action activities. Nuclear Power Station, Final Report, The NRC is considering issuing the January 2007 (NUREG-1437, As an alternative to the proposed requested exemption. The proposed Supplement 29, Volumes 1 and 2),

action, the NRC staff considered the action would not significantly affect which provides the latest environmental denial of the proposed action (i.e., the plant safety, would not have a review of current operations and no-action alternative). Denial of the significant adverse effect on the description of environmental conditions exemption request would result in no probability of an accident occurring, at Pilgrim.

change in current environmental and would not have any significant The finding and other related impacts. The environmental impacts of radiological or nonradiological impacts. environmental documents may be the proposed action and the alternative The reason the human environment examined, and/or copied for a fee, at the action would be similar. would not be significantly affected is NRCs Public Document Room (PDR),

Alternative Use of Resources that the proposed action involves an located at One White Flint North, 11555 exemption from requirements that are of Rockville Pike, Rockville, Maryland There are no unresolved conflicts a financial or administrative nature that 20852. Publicly-available records are concerning alternative uses of available do not have an impact on the human accessible electronically from ADAMS resources under the proposed action. environment. Consistent with 10 CFR Public Electronic Reading Room on the Agencies or Persons Consulted 51.21, the NRC conducted the EA for the internet at the NRCs website: https://

proposed action, and this FONSI www.nrc.gov/reading-rm/adams.html.

No additional agencies or persons incorporates by reference the EA Persons who do not have access to were consulted regarding the included in Section II of this document. ADAMS or who encounter problems in environmental impact of the proposed Therefore, the NRC concludes that the accessing the documents located in action. On August 14, 2019, the NRC proposed action will not have a ADAMS should contact the NRCs PDR notified the Commonwealth of significant effect on the quality of the Reference staff by telephone at 1-800-Massachusetts representative of the EA human environment. Accordingly, the 397-4209 or 301-415-4737, or by email and FONSI. NRC has determined there is no need to to pdr.resource@nrc.gov.

III. Finding of No Significant Impact prepare an environmental impact IV. Availability of Documents statement for the proposed action.

The requested exemption from 10 As required by 10 CFR 51.32(a)(5), the The documents identified in the CFR 50.82(a)(8)(i)(A) would allow related environmental document is the following table are available to Holtec Pilgrim, LLC and HDI to use Generic Environmental Impact interested persons through one or more funds from the Trust for spent fuel Statement for License Renewal of of the following methods, as indicated.

ADAMS Date Title Accession No.

6/10/2019 ........................ Letter from Entergy to NRC titled Certifications of Permanent Cessation of Power Operations and ML19161A033 Permanent Removal of Fuel from the Reactor Vessel.

11/16/2018 ...................... Letter from Entergy to NRC titled Application for Order Consenting to Direct and Indirect Transfers ML18320A031 of Control of Licenses and Approving Conforming License Amendment; and Request for Exemp-tion from 10 CFR 50.82(a)(8)(i)(A).

11/16/2018 ...................... Letter from HDI to NRC titled Notification of Revised Post-Shutdown Decommissioning Activities ML18320A040 Report and Revised Site-Specific Decommissioning Cost Estimate for Pilgrim Nuclear Power Sta-tion.

11/10/2015 ...................... Letter from Entergy to NRC titled Notification of Permanent Cessation of Power Operations .......... ML15328A053 7/2007 ............................. NUREG-1437, Supplement 29, Generic Environmental Impact Statement for License Renewal of ML071990020; Nuclear Plants: Regarding Pilgrim Nuclear Power Station, Volumes 1 and 2. ML071990027 Dated at Rockville, Maryland, this 15th day NUCLEAR REGULATORY 1. The proposed amendment would of August, 2019. COMMISSION have revised Technical Specification For the Nuclear Regulatory Commission. 6.8.5 Reactor Building Leakage Rate

[Docket No. 50-289; NRC-2019-0079]

Scott P. Wall, Testing Program, to allow for a one-Senior Project Manager, Plant Licensing Exelon Generation Company LLC; cycle extension to the 10-year frequency Branch III, Division of Operating Reactor Three Mile Island Nuclear Station Unit of the containment leakage rate test (i.e.,

Licensing, Office of Nuclear Reactor 1 Integrated Leakage Rate Test (ILRT) or Regulation. Type A test).

AGENCY: Nuclear Regulatory DATES: The withdrawal of the proposed

[FR Doc. 2019-17888 Filed 8-19-19; 8:45 am]

Commission. amendment takes effect on August 20, BILLING CODE 7590-01-P ACTION: License amendment application; 2019.

withdrawal by applicant.

ADDRESSES: Please refer to Docket ID

SUMMARY

The U.S. Nuclear Regulatory NRC-2019-0079 when contacting the Commission (NRC) has granted the NRC about the availability of jbell on DSK3GLQ082PROD with NOTICES request of Exelon Generation Company, information regarding this document.

LLC to withdraw its application dated You may obtain publicly-available December 14, 2018, for a proposed information related to this document amendment to Renewed Facility using any of the following methods:

Operating License No. DPR-50 for the

• Federal Rulemaking website: Go to Three Mile Island Nuclear Station, Unit https://www.regulations.gov and search VerDate Sep<11>2014 20:49 Aug 19, 2019 Jkt 247001 PO 00000 Frm 00090 Fmt 4703 Sfmt 4703 E:\FR\FM\20AUN1.SGM 20AUN1