E6-8649. In the Matter of PSEG Nuclear LLC; Exelon Generation Company, LLC; (Peach Bottom Atomic Power Station, Unit Nos. 2 and 3); (Hope Creek Generating Station); (Salem Nuclear Generating Station Unit Nos. 1 and 2); Order Approving Transfers of ...

I

PSEG Nuclear LLC (PSEG Nuclear) owns Hope Creek Generating Station (Hope Creek), a 57.41-percent interest in Salem Nuclear Generating Station, Unit Nos. 1 and 2 (Salem), and a 50-percent interest in Peach Bottom Atomic Power Station, Unit Nos. 2 and 3 (Peach Bottom). Exelon Generation Company, LLC (EGC) owns the remaining interests in Salem and Peach Bottom. PSEG Nuclear holds the Facility Operating License, No. NPF-57, for Hope Creek, co-holds the Facility Operating Licenses, Nos. DPR-70 and DPR-75, for Salem, and co-holds the Renewed Facility Operating Licenses, Nos. DPR-44 and DPR-56, for Peach Bottom, and is authorized to possess, use, and, except for Peach Bottom, operate the facilities in accordance with the terms and conditions of the licenses. EGC is the other co-holder of the Renewed Facility Operating Licenses for Peach Bottom, and is authorized to possess, use and operate Peach Bottom, and is the other co-holder of the Facility Operating Licenses for Salem, and is authorized to possess Salem. Hope Creek and Salem are located in Salem County, New Jersey, and Peach Bottom is located in York and Lancaster Counties, Pennsylvania.

II

By letter dated March 3, 2005, as supplemented by letters dated May 24 and October 5, 2005, EGC submitted an application requesting approval of direct license transfers that would be necessary in connection with the transfer of the ownership interests held by PSEG Nuclear in Peach Bottom to EGC. By letter dated March 4, 2005, as supplemented by letters dated May 24 and October 6, 2005, PSEG Nuclear submitted an application requesting approval of direct license transfers that would be necessary in connection with the transfer to EGC of the ownership interests held by PSEG Nuclear in Hope Creek and Salem, and the transfer of operating authority from PSEG Nuclear to EGC.

All of the foregoing requests for approval are associated with the proposed merger of Public Service Enterprise Group (the ultimate parent company of PSEG Nuclear) into Exelon Corporation (the ultimate parent company of EGC). Upon completion of the merger, Exelon Corporation will change its name to Exelon Electric & Gas Corporation (EEG). EEG will then restructure its organization.

EGC and PSEG Nuclear also requested NRC's approval of conforming administrative license amendments that, in general, would reflect the transfers of the licenses, to the extent held by PSEG Nuclear, to EGC. No physical changes to the facilities or operational changes were proposed in the applications. After completion of the proposed license transfers, EGC would be the sole owner and operator of the facilities.

EGC and PSEG Nuclear requested approval of the transfers of the facility operating licenses and conforming license amendments pursuant to Sections 50.80 and 50.90 of Title 10 of the Code of Federal Regulations (10 CFR). Notices of the requests for approval and an opportunity for a hearing were published in the Federal Register on August 2, 2005 (70 FR 44389, 70 FR 44397, and 70 FR 44398).

One petition for leave to intervene pursuant to 10 CFR 2.309 was received on August 21, 2005, from Mr. Eric Joseph Epstein. By Memorandum and Order CLI-05-26, dated October 26, 2005, the Commission rejected Mr. Epstein's claim of standing and consequently dismissed the proceeding. The Commission directed the NRC staff to consider Mr. Epstein's contentions and supplemental filing dated October 7, 2005, as if they were “written comments” under 10 CFR 2.1305. The written comments have been considered by the NRC staff in connection with the issuance of this Order.

Pursuant to 10 CFR 50.80, no license, or any right thereunder, shall be transferred, directly or indirectly, through transfer of control of the license, unless the Commission shall give its consent in writing. Upon review of the information in the applications and other information before the Commission, and relying upon the representations and agreements contained in the applications, the NRC staff has determined that EGC is qualified to hold the licenses for Hope Creek, Salem, and Peach Bottom as proposed in the applications, and that the transfers of the licenses as proposed in the applications are otherwise consistent with applicable provisions of law, regulations, and orders issued by the Commission, subject to the conditions set forth below. The NRC staff has further found that the applications for the proposed license amendments comply 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; the facilities will operate in conformity with the applications, the provisions of the Act and the rules and regulations of the Commission; there is reasonable assurance that the activities authorized by the proposed license amendments can be conducted without endangering the health and safety of the public and that such activities will be conducted in compliance with the Commission's regulations; the issuance of the proposed license amendments will not be inimical to the common defense and security or to the health and safety of the public; and the issuance of the proposed amendments will be in accordance with 10 CFR part 51 of the Commission's regulations and all applicable requirements have been satisfied.

The findings set forth above are supported by an NRC safety evaluation dated May 30, 2006.

III

Accordingly, pursuant to Sections 161b, 161i, and 184 of the Act, 42 U.S.C. §§ 2201(b), 2201(i), and 2234; and 10 CFR 50.80, it is hereby ordered that the direct transfers of the licenses as described herein are approved, subject to the following conditions:

1. At the time of the closing of the transfers of the licenses from PSEG Nuclear to EGC, PSEG Nuclear shall transfer to EGC all of PSEG Nuclear's respective decommissioning funds accumulated as of such time, and EGC shall deposit such funds in external decommissioning trust(s) established by EGC for the respective units.

2. Before completion of the transfers of the interests in the subject facilities to it, EGC shall provide to the Director of the Office of Nuclear Reactor Regulation satisfactory documentary evidence that EGC has obtained the appropriate amount of insurance required of licensees under 10 CFR part 140, “Financial Protection Requirements and Indemnity Agreements,” of the Commission's regulations.

It is further ordered that, consistent with 10 CFR 2.1315(b), license amendments that make changes, as indicated in Enclosures 2 through 6 to the cover letter forwarding this Order, to conform the licenses to reflect the subject direct license transfers are approved. The amendments shall be issued and made effective at the time the proposed direct license transfers are completed.

It is further ordered that EGC shall inform the Director of the Office of Nuclear Reactor Regulation in writing of the date(s) of closing of the direct transfers no later than 5 business days prior to closing. Should the transfers of the licenses not be completed by May 30, 2007, 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.

For further details with respect to this Order, see the initial applications dated March 3 and March 4, 2005, and supplemental letters dated May 24 (two), October 5, and October 6, 2005, and the non-proprietary safety evaluation dated May 30, 2006, which are available for public inspection at the Commission's Public Document Room (PDR), located at One White Flint North, Public File Area 01 F21, 11555 Rockville Pike (first floor), Rockville, Maryland and accessible electronically from the Agencywide Documents Access and Management System (ADAMS) Public Electronic Reading Room on the Internet at the NRC Web site, http://www.nrc.gov/​reading-rm/​adams.html. Persons who do not have access to ADAMS or who encounter problems in accessing the documents located in ADAMS, should contact the NRC PDR Reference staff by telephone at 1-800-397-4209, 301-415-4737, or by e-mail to [e-mail].

Dated at Rockville, Maryland this 30th day of May 2006.

For the Nuclear Regulatory Commission.

J.E. Dyer,

Director, Office of Nuclear Reactor Regulation.