ML14311A672

Susquehanna Steam Electric Station - Response to Request for Additional Information Application for Approval of Indirect Transfer of Control PLA-7245

ML14311A672
Person / Time
Site:	Susquehanna
Issue date:	10/24/2014
From:	Rausch T S Susquehanna
To:	Document Control Desk, Office of Nuclear Material Safety and Safeguards, Office of Nuclear Reactor Regulation
Shared Package
ML14311A681	List: ML14311A672 PLA-7245, Ppl Talen Energy - Appendices in Support of Joint Application - Non-Proprietary Version
References
PLA-7245
Download: ML14311A672 (33)

Text

CONTAINS PROPRIETARY INFORMATION WITHHOLD UNDER 10CFR2.390Timothy S. RauschSenior Vice President & Chief Nuclear OfficerPPL Susquehanna, LLC769 Salem BoulevardBerwick, PA 18603Tel. 570.542.3345 Fax 570.542.1504tsrausch @ pplweb.comN, I%TMOCT 24 2014U.S. Nuclear Regulatory CommissionAttn: Document Control DeskWashington, D.C. 20555-0001SUSQUEHANNA STEAM ELECTRIC STATIONRESPONSE TO REQUEST FOR ADDITIONALINFORMATION RE: APPLICATION FORAPPROVAL OF INDIRECT TRANSFER OFCONTROLPLA-7245Docket Nos. 50-38750-388and 72-28

References:

1. PLA-7191, T. S. Rausch (PPL Susquehanna, LLC) to U.S. NRC, "Request for OrderApproving Indirect Transfer of Control and Conforming License Amendments,"dated July 11, 2014.2. Letter, J. A. Whited (U.S. NRC) to T. S. Rausch (PPL Susquehanna, LLC), "Request forAdditional Iniformation Re: Request for Order Approving Indirect Transfer of Controland Conforming License Amendments (TAC Nos. MF4426 and MF4427),"dated October 9, 2014.By letter dated July 11, 2014 (Reference 1) PPL Susquehanna, LLC (PPL Susquehanna)submitted an Application for Approval of Indirect Transfer of Control of the Licenses forthe Susquehanna Steam Electric Station, Units 1 and 2 in accordance with Section 184 ofthe Atomic Energy Act of 1954, 10 CFR § 50.80, and 10 CFR § 72.50. On October 9,2014 (Reference 2) the NRC provided a Request for Additional Information (RAI)regarding the PPL Susquehanna application; the purpose of this letter is to respond to theNRC request.The Enclosure to this letter provides a non-proprietary version of PPL Susquehanna' sresponse to each RAI question suitable for public disclosure. PPL Susquehanna'scomplete responses to RAI 1 and RAI 4 contain confidential commercial and financialinformation. PPL Susquehanna therefore requests that this information be withheld frompublic disclosure pursuant to 10 CFR § 2.390 for the reasons described in my Affidavit(Attachment 1 to the Enclosure). A proprietary version of RAI 1 is provided asAttachment 2 to the Enclosure. The response to RAI 4 is provided in the form of twoCDs: one non-proprietary and suitable for public disclosure (Attachment 4 to theEnclosure) and one that contains the proprietary information (Attachment 5 to theEnclosure).I-ý -, C) ýOLLUNRESTRICTED UPON REMOVAL OF ATTACHMENTS 2 AND 5 Document Control DeskPLA-7245There are no new regulatory commitments associated with this response.In the event that the NRC has questions on this response, please contact Mr. Rocco R.Sgarro at (610) 774-7552.I declare under penalty of perjury that the responses pertaining to PPL Susquehanna andTalen Energy are true and correct. A separate affirmation is provided as Attachment 3 tothe Enclosure in support of the responses to those portions of RAI 2 pertaining toRiverstone's ownership, management, or operations.Executed on: t161 Z4T mothy S. auschSior

• e President and Chief Nuclear Officer

Enclosure:

PPL Susquehanna Responses to NRC Request for Additional Informationdated October 9, 2014cc: NRC Region I (non-proprietary att. only)Mr. J. Greives, NRC Sr. Resident Inspector (non-proprietary att. only)Mr. J. Whited, NRC Project Manager (non-proprietary att. only)Mr. L. Winker, PA DEP/BRP (non-proprietary att. only)

Enclosure to PLA-7245PPL Susquehanna Responses to NRC Request forAdditional Information dated October 9, 2014 RAI 1: Based on the information provided in the application, provide the following additionalinformation, pursuant to 50.33(l) regarding financial qualifications:a. In its application for transfer of control dated December 15, 1999, PPL Susquehannasubmitted a proprietary projected income statement as Attachment 4A. Justify theapparent change in operating expenses for SSES since 1999, considering PPLCorporation's statements in its 10-K SEC filing.b. Provide supporting documentation to justify the projected market prices per megawatthour (MWh), capacity factors and expenses.c. Provide a cashflow statement for SSES for the period 2015-2019.PPL Susquehanna Response:a. Table 1-1 provides variance explanations for all categories of expenses included inAttachment 4A of the 1999 Application and the 2014 Application. The change in operatingexpenses is unrelated to the statements in the 10-K SEC filing, which addresses the parentcorporation's reduced margin mainly attributable to reduced revenues across the fleet, and notany increase in expenses incurred by PPL Susquehanna, LLC (PPL Susquehanna).During a conference call on October 1, the NRC Staff also inquired whether the projectedexpenses included turbine repairs. PPL Susquehanna's projected expenses do not includepayments to the vendor for the currently planned work to remedy the turbine blade crackingissue. Consistent with the parties' past practice, those expenses are expected to be borne bythe vendor as part of PPL Susquehanna's warranty claim, although the vendor has notacknowledged the validity of PPL Susquehanna's warranty claim at this time. PPLSusquehanna's incremental internal costs are included in the budget.b. Table 1-2 provides a comparison of PPL Susquehanna's assumed Energy Prices to thoseprojected by JHS CERA in its "Energy North American Power Market Outlook, Mid-YearUpdate, August 2014." IHS CERA is a well-recognized independent market expert. Theprices projected in the Application are all lower than those projected by IHS CERA'sindependent analysis. The margin calculation for each unit is derived using monthly on-peakand off-peak pricing. Within the month, historical price curves are used to develop hourlyprices against which the unit is dispatched. The single price presented in the Application wascalculated as an "around the clock" (ATC) value by taking total energy revenue and dividingit by total production. The same ratios used in calculating that price were applied to theCERA on-peak and off-peak prices to calculate the values presented as the PJM West HubATC CERA prices in Table 1-2.As discussed in the Application, the capacity factors for 2015-2018 were derived from thespecific planned outage dates for each unit in each year along with an unplanned outagefactor corresponding to the average unplanned outage rate over the last five years. Theseplanned outage dates were taken from the PPL Susquehanna 5-year business plan (Table 1-3provides the plan assumptions, and Table 1-4 provides the detail to the calculation of theassumption). Because the specific dates for the refueling outage in the last year of theprojections (2019) have not yet been determined, the planned outage duration in 2019 wasassumed to be the same as in 2018. The number of planned outage days for each unit in eachI year produces the Equivalent Planned Outage Factor (EPOF), as described later in thisresponse. The unplanned outage factor is the average of the Equivalent Unplanned OutageFactor (EUOF) derived from the Generating Availability Data System (GADS) data reportedto NERC/PJM for the last five years, as shown in Table 1-4. The capacity factor of each unitis also affected by the Unit's utilization factor, which accounts for the unit's ability toproduce more than the summer tested capacity during months with colder temperatures. Theannual utilization factors for each unit are based on historic generation in each month anddiffer slightly from year to year depending on the months in which planned outages arescheduled.Table 1-3 shows the number of planned outage days taken from the business plan to producethe EPOF, the applied five-year average EUOF (derived as shown in Table 1-4), and theutilization factors, and then shows the resulting generation (MWh) and capacity factorscalculated by this method. Table 1-3 also provides the calculation of and assumptionssupporting the generation projected in our income statements (base case). Assumptions Athrough I on Table 1-3 are defined as follows:A. PPL Susquehanna's 90% share of the rated capacity of each unit (90% of 1260MWe) as reflected in the business plan on which this calculation is based. Pleasenote that the rating used was the reported rating determined by summer test in2013. A more recent sunmmer test reflects a rating of 1247 MWe. The 2013rating remains appropriate for the projected income statement not only tomaintain consistency with the business plan but also because actual plantutilization has exceeded the higher rated capacity (as would be expected withratings based on summer tests, because the efficiency of the plant is greater incooler months). If the rated capacities of the units were decreased, the utilizationfactor would increase, essentially offsetting any potential impact.B. Hours in the year. Please note that 2016 reflects greater hours because it is a leapyear.C. Assumed planned outage days in each year.D. Equivalent Planned Outage Factor (EPOF) calculated as equivalent plannedoutage hours divided by period hours.E. Equivalent Unplanned Outage Factor (EUOF) calculated as the sum of theequivalent forced outage hours and the equivalent maintenance outage hoursdivided by total period hours. See Table 1-4 for the SSES monthly HistoricalEquivalent Unplanned Outage Factor.F. Utilization Factor based upon expected monthly unit output. Utilization Factor isgreater than 100% due to the units' ability to produce more than the summertested capacity during months with colder temperatures.G. Generation (MWh) as projected in the PPL Susquehanna 2014-18 business planand the Application, taking into account the EPOF, EUOF, and UtilizationFactor.H. Potential Generation calculated as Capacity

• Period Hours. The product of therated capacity and total hours equals the total generation that would result if theplant operated without interruption throughout the year at its rated capacity.1. Capacity Factor calculated as Generation / Potential Generation.c. See Table 1-5 for projected cash flows for PPL Susquehanna (to be renamed SusquehannaNuclear).2 2004-20152000 2001 2002 2003 2004 CAGR 2015 2016 2017 2018 2019$ in 000'sFuel -ExpenseUnit IUnit 2Total SSES (90%)Spent fuel -D&DUnit 1Unit 2Total SSES (90%)DecommissioningUnit 1Unit 2Total SSES (90%)Direct O&M (90%)Unit 1Unit 2Total SSES (90%)Intercompany chargesUnit 1Unit 2Total SSES (90%)Taxes other than incomeUnit 1Unit 2Total SSES (90%)DepreciationUnit 1Unit 2Total SSES (90%)Total ExpenseUnit 1Unit 2Total SSES (90%)3 Table 1-2: Support for Assumed Energy Prices, CERA vs PPL($/MWh)PJM West Hub On-Peak PJM West Hub Off-Peak PJM West Hub ATCCERA* PPL Variance CERA* PPL Variance CERA* PPL Variance20152016201720182019*IS CERA Energy North American Power Market Outlook, Mid-Year Update, August 2014; Source: HIS Inc. This content isextracted from IHS Energy North American Powier service and was dewloped as part of an ongoing subscription service. No partof this content was developed for or is meant to reflect a specific endorsement of a policy or regulatory outcome. The use of thiscontent was approwd in advance by IHS. Any further use or redistribution of this content is strictly prohibited without writtenpermission by IRS. All rights reserved.** See PPL Susquehanna Response to RAI 1.b for explanation of howthese values "ere derived.4 Table 1-3: Capacity Factor AssumptionsBASECASE2015 2016 2017 2018 2019A Capacity (MW)Unit 1Unit 2StationB Period HoursC Planned Outage DaysUnit 1Unit 2StationD EPOF [(C

• 24)/B]Unit 1Unit2StationE EUJOFF Utilization Factor*Unit 1Unit 2StationG Generation (MWh) [A*B*(1-D-E)*F]Unit 1Unit 2StationH Potential Generation (MWh) [A*B]Unit 1Unit2StationI Capacity Factor [G/H]Unit 1Unit 2S tation* Utilization Factor is greater than 100% due to the units' ability to produce more than thestuinner tested capacity on file witih PJM during motnths with colder teminperatures.5 Table 1-4: Historical Equivalent Unplanned Outage FactorJun-08 Jul-08 Aug-08 Sep-08 Oct-08 Nov-08 Dec-08 Jan-09 Feb-09 Mar-09 Apr-09 May-09 Jun-09 Jul-09 Aug-09SUSQISUSQ2SUSQISUSQ2SUSQISUSQ2SUSQISUSQ2Sep-09 Oct-09 Nov-09 Dec-09 Jan-10 Feb-10 Mar-10 Apr-10 May-10 Jun-10 Jul-10 Aug-10 Sep-10 Oct-10 Nov-10Dec-10 Jan-Il Feb-Il Mar-11 Apr-11 May-11 Jun-ll Jul-11 Aug-I1 Sep-I1 Oct-I1 Nov-11 Dec-I l Jan-12 Feb-12Mar-12 Apr-12 May-12 Jun-12 Jul-12 Aug-12 Sep-12 Oct-12 Nov-12 Dec-12 Jan-13 Feb-13 Mar-13 Apr-13 May-1360 MonthAverageSUSQISUSQ2STATION6 Table 1-5: PPL Susquehanna Cash FlowStatementI ýCAI ý 3C113 CQ:0OPERATING ACTIVITIESNet IncomeNon-Cash Itenis Included in Net Income:Depreciation, Amortization, Decomrmissioning and TaxesNet cash flow proiided / (used in) operating activitiesINVESTING ACTIVITIESConstruction ExpendituresNuclear fuel purchasesNet cash flowprovided/ (used in) investing activitiesFINANCING ACTIVITIESNet cash flow provided / lused) by financing activitiesNet Increase (Decrease) in Cash & Cash EquivalentsOPERATING ACTIVITIESNet IncomeNon-Cash Items Included in Net Income:Depreciation, Amortization, Decommrissioning and TaxesNet cash flow provided/ (used in) operating activitiesINVESTING ACTIVITIESConstruction ExpendituresNuclear fuel purchasesNet cash flowprovided/ (used in) investing activitiesFINANCING ACTIVITIESNet cash flow provided / (used) by financing activitiesNet Increase (Decrease) in Cash & Cash EquivalentsI TAIL WXCV f Olfl 1ý' il'1, ct_ýft IM1W. -eI ýQ* ýWMIý_/ ýWMI ý -I ý. -D ckj T140OPERATING ACTIVITIESNet IncomeNon-Cash Items Included in Net Income:Depreciation, Amortization, Decommtissioning and TaxesNet cash flow provided / (used in) operating activitiesINVESTING ACTIVITIESConstruction ExpendituresNuclear fuel purchasesNet cash flow provided/ (used in) investing activitiesFINANCING ACTIVITIESNet cash flow provided / (used) by financing activitiesNet Increase (Decrease) in Cash & Cash EquivalentsOPERATING ACTIVITIESNet IncomeNon-Cash Items Included in Net Income:Depreciation, Amortization, Decommissioning and TaxesNet cash flow provided/ (used in) operating activitiesINVESTING ACTIVITIESConstruction ExpendituresNuclear fuel purchasesNet cash flowprovided/ (used in) investing activitiesFINANCING ACTIVITIESNet cash flow provided / (used) by financing activitiesNet Increase (Decrease) in Cash & Cash EquivalentsII cut", ý)' "A_ 4wo, fý W.74*1 I ctl2u, 11ý -oOPERATING ACTIVITESNet IncomeNon-Cash Items Included in Net Income:Depreciation, Amortization, Decommissioning and TaxesNet cash flowprovided/ (used in) operating activitiesINVES TING ACTIVITIESConstruction ExpendituresNuclear fuel purchasesNet cash flow provided/ (used in) investing activitiesFINANCING ACTIVITIESNet cash flow provided / (used) by financing activitiesNet Increase (Decrease) in Cash & Cash EquialentsOPERATING ACTIVITIESNet IncomeNon-Cash Items Included in Net Income:Depreciation. Amortization, Decommissioning and TaxesNet cash flow provided / (used in) operating activitiesINVESTING ACTIVITIESConstruction ExpendituresNuclear fuel purchasesNet cash flowprovided/ (used in) investing activitiesFINANCING ACTIVITIESNet cash flow provided / (used) by financing activitiesNet Increase (Decrease) in Cash & Cash Equivalents7 RAI 2: In order to make a determination on FOCD, the NRC staff requests the licensee:a. Provide the name of the non-U.S. citizen director of Riverstone Energy GP V LLC.b. Explain the Director's responsibilities and authority over SSES regarding NRCactivities, specifically as they relate to nuclear safety, security, reliability, or specialnuclear material.c. Explain how the non-U.S. citizen director of Riverstone Energy GP V LLC, and anynon-U.S. citizen directors or officers of Talen Energy or the RJS Shareholders will beexcluded from having decision-making authority regarding SSES plant and specialnuclear materials. In addition, state whether there are any procedures in place toassure that non-U.S. citizen Directors or Officers of any direct or indirect owner will notparticipate in decisions concerning nuclear safety or security; obtaining responsibilityfor special nuclear material; or gaining access to restricted data. If so, provide a list ofthose procedures.d. Describe any unanimous consent or special voting rights for the Board of Talen Energy.e. Describe the legal , contractual or financial arrangements, if any, between SusquehannaNuclear, LLC and any entity in the corporate ownership structure betweenSusquehanna Nuclear LLC and Riverstone Holdings LLC that is owned, controlled, ordominated, directly or indirectly, by a foreign entity. Indicate the percentage of foreignownership of Riverstone Holdings LLC.f. Describe any financial, contractual or other business relationships, arrangements,ownership interests, or interlocking directors with entities, subsidiaries or affiliates ofRiverstone Holdings LLC, the RJS Entities, and or Susquehanna Nuclear LLC and anyentities conducting commercial activity in Iran subject to the regarding exports andsanctions regulations administered by the Office of Foreign Assets Control.PPL Susquehanna Response (substantially provided by Riverstone Holdings LLC):a. To clarify the RAI, and as stated in the license transfer Application, Riverstone Energy GP V,LLC is a Delaware limited liability company managed by a board of managers, not"directors." In the case of Riverstone Energy GP V, LLC, there are seven managers, six ofwhom are U.S. citizens. As stated in the Application, Enclosure to PLA-7191, at p. 7, thenon-U.S. citizen is John Browne, The Lord Browne of Madingley, who is a U.K. citizen.b. We assume that the "Director" referred to in RAI 2(b) is the non-U.S. citizen member of theboard of managers of Riverstone Energy GP V, LLC referred to in RAI 2(a), John Browne,The Lord Browne of Madingley.The exclusive responsibilities for and authority over NRC-licensed activities will remain withPPL Susquehanna, renamed Susquehanna Nuclear, LLC ("Susquehanna Nuclear"), who willremain the sole licensed operator of Susquehanna Steam Electric Station (SSES). PPLSusquehanna (renamed Susquehanna Nuclear) and Allegheny Electric Cooperative willremain the licensed owners (PPL Susquehanna owns 90% each of SSES Units I and 2; theremaining 10% is owned by Allegheny Electric Cooperative, Inc.). Riverstone Energy GP V,LLC will not be an NRC licensee.8 As a manager of Riverstone Energy GP V, LLC, The Lord Browne of Madingley will haveno responsibilities or authorities over SSES regarding NRC-licensed activities related tonuclear safety, security, reliability, or special nuclear material. In addition, The Lord Browneof Madingley is one of seven members of the board of managers of Riverstone Energy GP V,LLC and, therefore, does not control Riverstone Energy GP V, LLC.As explained in the Application, the RJS Shareholder(s), will hold only a non-controlling35% share of the common stock of Talen Energy Corporation (Talen Energy) as of theclosing of the proposed transaction.' Riverstone Energy GP V, LLC indirectly controlsRaven Holdings. Riverstone Energy GP V, LLC is 100% owned by Riverstone Energy GP VCorporation, which is 100% owned by Riverstone Holdings LLC ("Riverstone"), a Delawarelimited liability company. Because of the nature of their membership interests (i.e., Class Amembership interests), Mr. Pierre Lapeyre and Mr. David Leuschen have full and equalcontrol over Riverstone. Both are U.S. citizens based in New York.c. No foreign ownership, control, or domination ("FOCD") negation actions are necessary forRiverstone, Riverstone Energy GP V, LLC, or the RJS Shareholder(s) to exclude non-U.S.citizens from participating in decisions concerning nuclear safety or security; obtainingresponsibility for special nuclear material; or gaining access to restricted data -whether tocomply with NRC requirements related to "foreign ownership, control, or domination" of theNRC licensee or to comply with NRC requirements related to "foreign ownership, control orinfluence" related to access to classified information or restricted data.As discussed above, the responsibilities for and authority over NRC-licensed activities willremain with PPL Susquehanna (renamed Susquehanna Nuclear), as the sole NRC-licensedoperator of SSES. None of Riverstone, Riverstone Energy GP V, LLC, the RJSShareholder(s), or other Riverstone subsidiary will be an NRC licensee with respect to theoperation of SSES. Susquehanna Nuclear will operate the plant; maintain procedures tocontrol access to SSES, special nuclear material, and security information such as SafeguardsInformation, in each case in accordance with applicable law; and maintain its program tocomply with 10 C.F.R. Part 95 with respect to clearances for gaining access to classifiedinformation and restricted data.As discussed in response to RAI 2(b) above, the non-U.S. citizen member of the board ofmanagers of Riverstone Energy GP V, LLC will have no specific responsibilities orauthorities with respect to SSES. With respect to RJS, as identified in the Application (atAttachment 3), all of the members of the Boards of Directors of Raven Holdings, JadeHoldings, and Sapphire Holdings are U.S. citizens.As mentioned in the Application, Talen Energy expects to have one non-U.S. citizen memberof its Board of Directors, Philip G. Cox, who is a U.K. citizen, and current member of PPLCorp.'s Board of Directors. While SSES operation does not involve restricted data as thatterm is defined, access to national security information is limited to PPL Susquehanna as the"RJS Shareholder(s)," as defined in the Application, Enclosure to PLA-7191, at p. 3, will receive35% of Talen Energy's common stock in the aggregate. The "RJS Shareholder(s)" will either be(a) Raven Power Holdings LLC ("Raven Holdings"), C/R Energy Jade, LLC ("Jade Holdings"),and Sapphire Power Holdings LLC ("Sapphire Holdings") (collectively "RJS"), where RavenHoldings would hold the majority of the 35% share of Talen Energy common stock; or (b) aspecial purpose entity wholly owned by RJS and controlled by Raven Holdings.9 entity holding the facility clearance and to specific employees holding personnel clearancesunder 10 CFR Part 95. Board resolutions delegate full authority to PPL Susquehanna to actcompletely independently in all matters relating to PPL Susquehanna's responsibility tosafeguard any classified information and/or special nuclear material and preclude the parentcompanies of PPL Susquehanna from seeking access to any classified information and/orspecial nuclear material in the custody of PPL Susquehanna. As discussed in the Application,such resolutions will be put in place for Talen Energy and the new intermediate parentcompanies of PPL Susquehanna prior to the closing of the Transaction.d. Pursuant to the terms of the Transaction Agreement entered into by PPL Corp., PPL EnergySupply, certain other subsidiaries of PPL Corp. and RJS, the certificates of incorporation andbylaws of Talen Energy "shall be customary for publicly-traded companies of [its] size andtype ..., generally consistent with those of [PPL Corp.] (with such changes as are necessaryto reflect that [Talen Energy is a] Delaware corporation[] whereas [PPL Corp.] is aPennsylvania corporation)," and contain such other terms as are set forth in Exhibit A to theTransaction Agreement. It is the intent of the parties to the Transaction Agreement toprovide that, consistent with the bylaws of PPL Corp., actions and resolutions taken by theboard of Talen Energy will be passed by a simple majority of the directors present and votingat a meeting at which a quorum is present, subject to the terms of the ShareholdersAgreement to be entered into by the RJS Shareholder(s) and Talen Energy described below.A majority of directors in office will constitute a quorum.Pursuant to the terms of the Transaction Agreement, the Stockholders Agreement to beentered into by the RJS Shareholder(s) and Talen Energy will contain certain minorityshareholder protections with respect to certain enumerated fundamental transactionsinvolving Talen Energy or its subsidiaries; namely, that Talen Energy shall not take certainactions without the affirmative vote or consent of the RJS Shareholder(s): (1) the creation,authorization, or issuance of any class of capital stock or series of preferred stock in anamount greater than $100 million, the terms of which expressly provide that such class orseries will rank senior to the common stock of Talen Energy; (2) the declaration or making ofany direct or indirect dividend other than in cash or shares of common stock that aredistributed ratably to all holders of Talen Energy's common stock; (3) any amendment orrepeal of Talen Energy's certificate of incorporation or bylaws in a manner that wouldadversely affect the rights or obligations of the RJS Shareholder(s) under the StockholdersAgreement; (4) except to the extent approved unanimously by Talen Energy's board(excluding designees of the RJS Shareholder(s) to the board (other than any "independent"director designated by the RJS Shareholder(s)), any acquisition by Talen Energy or itssubsidiaries of any capital stock, ownership or equity interests or assets of any person or anydisposition of assets of Talen Energy or its subsidiaries or of the ownership or equity interestsof Talen Energy's subsidiaries, in each case, where the amount of consideration for any suchacquisition or disposition exceeds 20% of Talen Energy's market capitalization individually;(5) other than arms' length transactions that do not exceed $100 million in value in anycalendar year and subject to certain other exclusions, entering into or amending anytransaction or arrangement with or for the benefit of PPL Corp. or its subsidiaries; (6) anymerger or consolidation of Talen Energy; (7) the adoption, approval of or issuance of any"poison pill" or similar rights plan that would treat the RJS Shareholder(s) as an acquiringperson; (8) effecting a liquidation or dissolution of Talen Energy or any of its subsidiaries; (9)insolvency events with respect to Talen Energy or any of its subsidiaries; and (10) increasingthe size of Talen Energy's board of directors. See Exhibit B to the Transaction Agreement.The foregoing minority protections for the benefit of the RJS Shareholder(s) do not relate tomatters in the ordinary course of business or the day-to-day management and operation of10 Talen Energy or its subsidiaries, but rather focus exclusively on fundamental transactions byTalen Energy and customary minority stockholder protections.e. As noted above, the sole NRC-licensed operator of SSES will remain PPL Susquehanna(renamed Susquehanna Nuclear). There will be no specific contractual or financialarrangements between Susquehanna Nuclear and either Riverstone or its affiliates.There is no entity in the proposed corporate ownership structure between SusquehannaNuclear and Talen Energy that is owned, controlled, or dominated, directly or indirectly, by aforeign entity. This is discussed in the Application, Enclosure to PLA-7191, at pp. 8 -9.Following the closing of the transaction, the RJS Shareholder(s) will hold a non-controllinginterest in Talen Energy in the form of a 35% share of the common stock of Talen Energy.The RJS Shareholder(s) will be ultimately controlled by Riverstone. None of Riverstone, theRJS Shareholder(s), or their intermediate affiliates will have control over Talen Energy orSSES. None of Riverstone, the RJS Shareholder(s), or the intermediate controlling affiliatesin the corporate ownership structure between Riverstone and the RJS Shareholders is aforeign entity or will be controlled, or dominated by a foreign entity.All of the voting interests in Riverstone are held equally by two U.S. citizens -DavidLeuschen and Pierre Lapeyre -who are the Class A members of Riverstone. There are ClassB membership interests in Riverstone, which are held by senior investment professionalsemployed by Riverstone or trusts established by them and senior advisors of Riverstone. Butthe Class B membership interests are passive interests that convey only limited consentrights. Other than John Browne, The Lord Browne of Madingley, there are no Class Bmembers of Riverstone that are non-U.S. citizens. There are no foreign individuals or entitiesthat exercise control, directly or indirectly, over Riverstone.Attached are tables identifying the intermediate controlling entities in the Riverstoneorganization through the RJS Shareholder(s), the location of formation, and the citizenship ofthe controlling managers or directors. The relationships of the entities identified in the tablescan be found in the "Organizational chart showing Riverstone, the RJS Entities and relevantaffiliates prior to the closing of the Proposed Transaction," included in the filing with thePennsylvania Public Utilities Commission ("PUC") addressed in RAI 4. Figure 1 below is aclarified version of that Riverstone organizational chart. Limited partners investing in thelimited partnerships have no management responsibilities, voting interests, or control and arenot included in the Riverstone organizational chart and the attached table. The passiveinvestment of The Carlyle Group L.P. in some of those intermediate companies is describedfurther below.As explained in the Application, Enclosure to PLA-7191, at pp. 7 -8, Raven Holdings, JadeHoldings and Sapphire Holdings are portfolio companies sponsored by Riverstone that will,directly or indirectly, receive the non-controlling 35% share of the common stock of TalenEnergy (to be held by the RJS Shareholder(s)). That interest will be controlled by RavenHoldings, which, as noted above, is ultimately controlled by Riverstone.11 Figure 1100%a10RRiverstoneEnergy GP VCorp.10096-r IGrop LLaw10096I spGPFOwneship,/Car]lylele a odr ndnergryL.P.GPCartyle/Rrverstonea ]nGlobal Energy andPower Fund IiI,GP ICJasLs B EquityHoldersVotingERiverstoneVRavenH-!drnos, L 7Pv"-"tIndividuals Pro dSef%ýes orEmployed byRdven HoldingsIIntE aphre pwe'4Aes /I>I90%VotingInterestsOther Equity Holders(see RAI response 2e,footnote 4)< 10%=--6VotingInterestInterVoting.InteretI Class B EquityHolders I*lJe-stone Holdips LLC desigates udidusas that appoiut boardmembers ofCM EneWg Jade, L.CI includes affliUtes under cnmon cotorol12 Raven HoldinWsRaven Holdings is a Delaware limited liability company. Because it will hold the majority ofthe 35% of the common stock of Talen Energy to be held by the RJS Shareholder(s) (if RJS isthe RJS Shareholder) or will control any special purpose entity that is the RJS Shareholder,information on the intermediate parents of Raven Holdings was previously provided in theApplication, Enclosure to PLA-7191, at pp. 7 -10, and Attachment 3.2Riverstone V Raven Holdings, L.P. owns approximately 99% of the Class A Units of RavenHoldings. Certain individuals providing services to or employed by Raven Holdings ownless than 1% in the aggregate of the outstanding Class A Units. The Class A Units constitute100% of the voting interests in Raven Holdings. According to Raven Holdings' records, eachof these individuals is a U.S. citizen. As stated in the Application, there is also a group ofindividuals providing services to or employed by Raven Holdings who own Class B Units,which are profits interests without voting rights:. According to Raven Holdings' records, allof the Class B members of Raven Holdings are U.S. citizens.Jade HoldingsJade Holdings is a Delaware limited liability company. Over 90% of the Class A Units(voting interests) of Jade Holdings are owned by investment vehicle affiliates ofCarlyle/Riverstone Global Energy and Power Fund III, L.P. that are controlled byCarlyle/Riverstone Energy Partners III, L.P. ("Fund III GP"), a Delaware limited partnership(such investment vehicle affiliates, collectively, the "Fund III Vehicles").4 Each of the FundIII Vehicles is organized in the State of Delaware.A group of individuals providing services to or employed by Jade Holdings owns Class BUnits, which are profits interests without voting rights.5 According to Jade Holdings'records, all of these Class B members are U.S. citizens.2 As stated in the Application, Enclosure to PLA-7191, at p. 7, if the RJS Shareholder is a specialpurpose entity wholly owned by RJS, Raven will control such entity directly or through theappointment of a Board of Directors of the special purpose entity. Because a special purposeentity has not yet been established, the Board of Directors of that entity has not yet beenestablished.These were depicted as "Other Equity Holders" in the Riverstone organizational chart previouslysubmitted to the Pennsylvania PUC in the filing addressed in RAI 4.There are two entities that collectively hold less than 10% of Class A Units of Jade Holdings andare not controlled by the Fund III GP: (i) Carlyle Energy Coinvestment III, L.P., a Delawarelimited partnership, whose general partner is Carlyle Energy Coinvestment III GP, L.L.C., aDelaware limited liability company, which is ultimately controlled by the senior executives ofThe Carlyle Group; and (ii) Riverstone Energy Coinvestment III, L.P., a Delaware limitedpartnership, whose general partner is Riverstone Coinvestment GP LLC, a Delaware limitedliability company, which is wholly-owned by Riverstone.These were depicted as "Other Equity Holders" in the Riverstone organizational chart previouslysubmitted to the Pennsylvania PUC in the filing addressed in RAI 4.13 There is no "managing member" of Jade Holdings. Instead, Jade Holdings is controlled by itsboard of directors. The general partner and controlling entity of Fund III GP is C/R EnergyGP III, LLC ("C/R GP LLC"), a Delaware limited liability company. C/R GP LLC ismanaged by its Managing Committee, composed of William E. Conway, Jr., DanielD'Aniello, David M. Rubinstein, Edward Mathias, Pierre F. Lapeyre, Jr., David M.Leuschen, and Michael B. Hoffman, all of whom are U.S. citizens.Riverstone and Riverstone Investment Group LLC, a Delaware limited liability company anda wholly-owned, direct subsidiary of Riverstone, on the one hand, and TC Group CaymanInvestment Holdings, L.P., a Cayman Islands limited partnership, and TC Group-EnergyLLC, a Delaware limited liability company, both affiliates of Carlyle, on the other hand, ownall of the membership interests of C/R GP LLC. Although both Riverstone and Carlyle haveindirect interests in Jade Holdings, by unanimous written consent of the ManagingCommittee of C/R GP LLC, the authority to appoint all of the directors of Jade Holdings isdelegated to the managers appointed by Riverstone. As such, Jade Holdings is ultimatelycontrolled by Riverstone.Sapphire HoldingsSapphire Holdings is a Delaware limited liability company. All of the Class A Units orvoting interests in Sapphire Holdings are held by R/C Sapphire Power IP, L.P., a Delawarelimited partnership. A group of individuals providing services to or employed by SapphireHoldings owns Class B Units, which are profits interests without voting rights.6 According toSapphire Holdings' records, all of these Class B members are U.S. citizens.There is no "managing member" of Sapphire Holdings. Instead, Sapphire Holdings iscontrolled by its board of directors, which is appointed by R/C Sapphire Power IP, L.P. R/CSapphire Power IP, L.P.7 is controlled by its general partner, Riverstone/Carlyle RenewableEnergy Partners II, L.P., a Delaware limited partnership whose general partner andcontrolling entity is, in turn, R/C Renewable Energy GP II, LLC, a Delaware limited liabilitycompany. The sole member of R/C Renewable Energy GP II, LLC is Riverstone. As6 These were depicted as "Other Equity Holders" in the Riverstone organizational chart previouslysubmitted to the Pennsylvania PUC in the filing addressed in RAI 4.R/C Sapphire Power IP, L.P. is approximately 92% owned by Riverstone/Carlyle Renewable andAlternative Energy Fund 11-C, L.P., a Delaware limited partnership that is also controlled byRiverstone/Carlyle Renewable Energy Partners II, L.P. (the same general partner that controlsR/C Sapphire Power IP, L.P.). In addition, approximately 5% of R/C Sapphire Power IP, L.P. isowned by another Delaware limited partnership that is controlled by Riverstone/CarlyleRenewable Energy Partners II, L.P. The remaining interests (less than 3%) in R/C SapphirePower IP, L.P. are held by the following: (i) Riverstone Renewable Energy Coinvestment II(Cayman), L.P., a Cayman Islands exempted limited partnership that is controlled by its generalpartner, Riverstone Renewable Energy Coinvestment II GP, LLC, a Delaware limited liabilitycompany, which is itself wholly-owned by Riverstone; and (ii) Carlyle Renewable EnergyCoinvestment II (Cayman), L.P., a Cayman Islands exempted limited partnership, which isultimately controlled by its general partner Carlyle Renewable Energy Co-Investment II(Cayman) GP, Ltd., a Cayman Islands exempted limited company, which is controlled by thesenior executives of The Carlyle Group.14 discussed above, Riverstone is controlled by Pierre F. Lapeyre, Jr. and David M. Leuschen,both of whom are U.S. citizens. As such, Sapphire Holdings is ultimately controlled byRiverstone.f. The RJS Shareholder(s) will hold a non-controlling 35% share of the common stock of TalenEnergy.To the extent the RAI is addressing whether Riverstone, Riverstone subsidiaries, or PPLSusquehanna (renamed Susquehanna Nuclear) have financial or commercial relationshipswith third parties (such as SSES vendors or investors in Riverstone-controlled portfoliocompanies) that separately may be conducting commercial activities or have relationshipswith others conducting commnercial activities in Iran, the parties are unable to respond. TheIran sanctions do not create prohibitions or disclosure obligations that apply to PPLSusquehanna/Susquehanna Nuclear, Riverstone, or the Riverstone subsidiaries with respect tosuch third parties (vendors or investors) in which they do not have a majority ownershipinterest or control. PPL Susquehanna/Susquehanna Nuclear, Riverstone, and the Riverstonesubsidiaries cannot address the commercial activities of unaffiliated entities, whether in Iranor elsewhere.To the extent the RAI is addressing business or financial relationships whereby Riverstone orits controlled portfolio companies are themselves directly engaged in business relationships,investments, or other transactions with Iran, Riverstone believes that Riverstone and itssubsidiaries are in compliance with applicable U.S. laws and disclosure obligations.Riverstone is not aware of any direct investments by its controlled portfolio companies in, orrelationships with, Iran.The preamble to the RAI identifies that Riverstone "operates in part" through joint ventureswith The Carlyle Group L.P. ("Carlyle"). Those relationships are described above.Riverstone and Carlyle are separate entities, and neither entity controls the other. Riverstonehas no involvement in, or knowledge of, activities related to Iran as reported by Carlyle in thethree referenced SEC filings from March 2013, other than the information set forth in thefilings.The Carlyle Securities Exchange Commission ("SEC") filings referenced in the RAI identifyon their face that Carlyle private equity funds (unrelated to Riverstone) have invested inApplus Sevicios Technologicos S.L.U. -a European company that Carlyle states may beconsidered to be a Carlyle affiliate. The disclosure states that Applus had dealings with theGovernment of Iran but that the activities were not prohibited by law at the time they wereconducted, and that all such dealings were discontinued prior to March 8, 2013.Neither Riverstone nor the RJS Shareholder(s) has any interests in Applus, nor does Applushold any interests in Riverstone or the RJS Shareholder(s). Moreover, because Carlyle doesnot have control over Riverstone and will not have control over Talen Energy, the activitiesof Carlyle's affiliates or companies in which they invest will not implicate direct or indirectcontrol of SSES.Neither PPL Susquehanna nor its affiliates conduct commercial activities in Iran.15 RAI 2 Tables: Intermediate Controlling Entities in the Riverstone OrganizationName Raven Power Holdings, LLCPlace of Formation DelawarePrincipal Business Address c/o Topaz Power Management, L.P.2901 Via Fortuna Drive, Building 6, Suite 650Austin, Texas 78746-7574Board of Directors Name CitizenshipMichael Hoffman U.S.Stephen Schaefer U.S.Carl Williams U.S.Class B Members(PassivMemneres) All are U.S. citizens.(Passive interests)Name Riverstone V Raven Holdings, L.P.Place of Formation DelawarePrincipal Business Address c/o Riverstone Holdings LLC712 Fifth Avenue, 36th FloorNew York, New York 10019Board of DirectorsThere is no board of directors of this entity. It is controlled by itsgeneral partner, Riverstone Energy Partners V, L.P.Name Riverstone Energy GP Partners V, L.P.Place of Formation DelawarePrincipal Business Address c/o Riverstone Holdings LLC712 Fifth Avenue, 36th FloorNew York, New York 10019Board of Directors There is no board of directors of this entity. It is controlled by itsgeneral partner, Riverstone Energy Partners V, LLC.16 RAI 2 Tables: Intermediate Controlling Entities in the Riverstone OrganizationName Riverstone Energy GP V, LLCPlace of Formation DelawarePrincipal Business Address c/o Riverstone Holdings LLC712 Fifth Avenue, 36th FloorNew York, New York 10019Board of Managers Name CitizenshipPierre F. Lapeyre, Jr. U.S.David M. Leuschen U.S.John Brown, The Lord Browne of U.K.MadingleyJames T. Hackett U.S.Michael B. Hoffman U.S.N. John Lancaster, Jr. U.S.Andrew W. Ward U.S.Name Riverstone Energy GP V Corp.Place of Formation DelawarePrincipal Business Address c/o Riverstone Holdings LLC712 Fifth Avenue, 361h FloorNew York, New York 10019Board of Directors Name CitizenshipPierre F. Lapeyre, Jr. U.S.David M. Leuschen U.S.Thomas J. Walker U.S.Name C/R Energy Jade, LLCPlace of Formation DelawarePrincipal Business Address c/o Topaz Power Management, L.P.2901 Via Fortuna Drive, Building 6, Suite 650Austin, Texas 78746-7574Board of Directors Name CitizenshipMichael Hoffman U.S.Stephen Schaefer U.S.Carl Williams U.S.Class B Members(PassivMemneres) All are U.S. citizens.(Passive interests)17 RAI 2 Tables: Intermediate Controlling Entities in the Riverstone OrganizationName Carlyle/Riverstone Global Energy and Power Fund Ill, L.P.Place of Formation DelawarePrincipal Business Address c/o Riverstone Holdings LLC712 Fifth Avenue, 36th FloorNew York, New York 10019Board of Directors There is no board of directors of this entity. It is controlled by itsgeneral partner, Carlyle/Riverstone Energy Partners Ill, L.P.Name Carlyle/Riverstone Energy Partners Ill, L.P.Place of Formation DelawarePrincipal Business Address c/o Riverstone Holdings LLC712 Fifth Avenue, 36th FloorNew York, New York 10019Board of Directors There is no board of directors of this entity. It is controlled by itsgeneral partner, C/R Energy GP Ill, LLC.Name C/R Energy GP Ill, LLC*Place of Formation DelawarePrincipal Business Address c/o Riverstone Holdings LLC712 Fifth Avenue, 36th FloorNew York, New York 10019Managing Committee Name CitizenshipPierre F. Lapeyre, Jr. U.S.David M. Leuschen U.S.William E. Conway, Jr. U.S.Daniel D'Aniello U.S.David M. Rubinstein U.S.Edward Mathias U.S.Michael B. Hoffman U.S.1. *Riverstone Holdings LLC, Riverstone Investment Group LLC, TC Group Cayman InvestmentHolding, L.P., and TC Group-Energy LLC own all of the membership interests of C/R Energy GP III, LLC.TC Group Cayman Investment Holding, L.P. and TC Group-Energy LLC are affiliates of The Carlyle GroupL.P. that hold investment interests in this entity. By unanimous written consent of the ManagingCommittee of C/R Energy GP III, LLC, the authority to appoint all of the directors of Jade Holdings isdelegated to the managers appointed by Riverstone. The Carlyle affiliates do not control JadeHoldings.18 RAI 2 Tables: Intermediate Controlling Entities in the Riverstone OrganizationName Riverstone Investment Group, LLCPlace of Formation DelawarePrincipal Business Address c/o Riverstone Holdings LLC712 Fifth Avenue, 36th FloorNew York, New York 10019Board of Directors Name CitizenshipPierre F. Lapeyre, Jr. U.S.David M. Leuschen U.S.Name Sapphire Power Holdings, LLCPlace of Formation DelawarePrincipal Business Address c/o Topaz Power Management, L.P.2901 Via Fortuna Drive, Building 6, Suite 650Austin, Texas 78746-7574Board of Directors Name CitizenshipMichael Hoffman U.S.Stephen Schaefer U.S.Carl Williams U.S.Class B Members(Passive interests) All are U.S. citizens.Name R/C Sapphire Power IP, L.P.Place of Formation DelawarePrincipal Business Address c/o Riverstone Holdings LLC712 Fifth Avenue, 36th FloorNew York, New York 10019Board of Directors There is no board of directors of this entity. It is controlled by itsgeneral partner, Riverstone/Carlyle Renewable Energy Partners II,L. P.Name Riverstone/Carlyle Renewable and Alternative Energy Fund Il-C, L.P.Place of Formation DelawarePrincipal Business Address c/o Riverstone Holdings LLC712 Fifth Avenue, 36th FloorNew York, New York 10019Board of Directors There is no board of directors of this entity. It is controlled by itsgeneral partner, Riverstone/Carlyle Renewable Energy Partners II,L.P. (Riverstone/Carlyle Renewable and Alternative Energy Fund Il-C,L.P. owns approximately 92% of R/C Sapphire Power IP, L.P., butdoes not control R/C Sapphire Power IP, L.P.)19 RAI 2 Tables: Intermediate Controlling Entities in the Riverstone OrganizationName Riverstone/Carlyle Renewable Energy Partners II, L.P.Place of Formation DelawarePrincipal Business Address c/o Riverstone Holdings LLC712 Fifth Avenue, 36th FloorNew York, New York 10019Board of Directors There is no board of directors of this entity. It is controlled by itsgeneral partner, R/C Renewable Energy GP II, LLC.Name R/C Renewable Energy GP II, LLCPlace of Formation DelawarePrincipal Business Address c/o Riverstone Holdings LLC712 Fifth Avenue, 36th FloorNew York, New York 10019Board of Managers Name CitizenshipPierre F. Lapeyre, Jr. U.S.David M. Leuschen U.S.Ralph Alexander U.S.Daniel D'Aniello U.S.Edward Mathias U.S.Michael B. Hoffman U.S.Stephen Schaefer U.S.John Browne, The Lord Browne U.K.of MadingleyName Riverstone Holdings, LLCPlace of Formation DelawarePrincipal Business Address 712 Fifth Avenue, 36th FloorNew York, New York 10019CasAMmesName CitizenshipClas A Member Pierre F. Lapeyre, Jr. U.S.(Own 100% Voting Control) DaiM.LuceDavid M. Leuschen U.S.Class B Members All are U.S. citizens except John Brown, The Lord Browne of(Passive interests conveying only Madingley, who is a U.K. citizenlimited consent rights)20 RAI 3: In order to make a determination on FOCD, the NRC staff requests the licensee:a. State whether there are any unanimous consent requirements for decisions made by theBoard of Directors of Talen, and whether BlackRock, Inc. or any foreign entities haveany right to participate in unanimous decisions. If so, provide a list of their rights.b. Describe the legal, contractual or financial arrangements, if any, between and amongTalen or Susquehanna Nuclear LLC and BlackRock, Inc. and its subsidiaries.c. Describe the type of shares (e.g., common or preferred stock) and shareholder rights ofthe shares of Talen that BlackRock, Inc. (including BlackRock's foreign subsidiaries oraffiliates) will own as a result of the February 10, 2014, Schedule 13G filing with theSEC. In addition, state what rights these entities will have to participate in mattersaffecting the management or operation of the Talen Energy, including, but not limitedto, the right to nominate any Director(s) to Talen's Board of Directors.d. State whether there are any procedures in place to assure that BlackRock, Inc. and itssubsidiaries or any entity that is owned, controlled, or dominated, directly or indirectly,by a foreign entity, does not result in their participation in decisions concerning nuclearsafety or security; obtaining responsibility for special nuclear material; or gainingaccess to restricted data. If so, provide a list of those procedures.PPL Susquehanna Response:a. As discussed in the response to RAI 2.d, there are no unanimous consent requirements fordecisions made by the Board of Directors of Talen Energy required by Delaware law or byTalen Energy's Certificate of Incorporation. If, however, the Board desires to act withoutholding an in-person meeting, Delaware law requires all members of the Board to consent inwriting. This provision of Delaware law does not confer any control on individual directors,as the Board may always meet in person where unanimous consent is not required.BlackRock, Inc. reported in its Schedule 13G/A filed with the SEC on February 14, 2014 thatit is the beneficial owner of 6.9% of PPL Corporation's (PPL Corp.) common stock throughcertain of its affiliates, none of which individually own more than 5%. Neither BlackRock,Inc. nor any of its affiliates have any special rights as a shareholder of PPL Corp., includingparticipating in any unanimous decisions of the PPL Corp. Board, and are not expected tohave any special rights as stockholders of Talen Energy.It should be noted that BlackRock, Inc. is a U.S. corporation, and its 13G/A filing does notindicate that foreign subsidiaries or affiliates, either individually or collectively, hold morethan 5% of PPL Corp.'s common stock. Further, reports on Schedule 13G/A signify holdingsthat are passive investments and do not represent and are not seeking to influence or control.While they do not preclude foreign beneficial ownership, filings made to the SEC byBlackRock entities on Form 13F indicate that over 5% of PPL Corp.'s common stock (i.e.most of the BlackRock holdings) is managed by three U.S. subsidiaries: BlackrockInstitutional Trust Company, N.A. (2.5%), Blackrock Fund Advisors (2.2%), and BlackrockAdvisors, LLC (0.44%). It should also be noted that because PPL Corp. shareholders will bereceiving only 65% of the Talen Energy common stock, BlackRock's current holdings areexpected to be less than 5% of Talen Energy's outstanding common stock.21

b. As a result of beneficially owning more than 5% of PPL Corp.'s common stock, PPL Corp.reported in its April 8, 2014 proxy statement filed with the SEC that BlackRock is currentlyconsidered a "related person" under PPL Corp.'s related-person transaction policy. Afterconducting a review of any relationships between BlackRock and its subsidiaries, and PPLCorp. and its subsidiaries, PPL Corp. determined that it invests its short-term cash overnightin money market funds managed by BlackRock Institutional Management Corporation, whichis a Delaware corporation that received fees in the amount of about $173,000 during 2013.Other subsidiaries of PPL Corp. also invested in a variety of capital appreciation and liquidityfunds managed by BlackRock affiliates, which received fees of approximately $20,000during 2013. In addition, several affiliates of BlackRock provided asset managementinvestment services for PPL Corp.'s U.S. retirement plan trust and pension trusts in theUnited Kingdom, all of which are separate from PPL Corp. and are managed by independenttrustees. These relationships were reviewed and ratified by the Board of Directors incompliance with PPL Corp.'s related-person transaction policy. PPL Corp. has no legal,contractual, or financial arrangements with BlackRock and its subsidiaries in their role asshareholders other than the legal relationship that PPL Corp. has with any holder of itscommon stock.There are no legal, contractual or financial arrangements between Talen Energy andBlackRock, Inc. and its subsidiaries other than as shareholders of PPL Corp. who will beentitled to receive Talen Energy shares of common stock as of the spin, which is the sameright as any other shareholder of PPL Corp. It is possible that Talen Energy could useBlackRock affiliates for investment services after the closing of the Transaction similar to theservices that BlackRock currently provides to PPL Corp.There are no legal, contractual or financial arrangements between PPL Susquehanna andBlackRock, Inc. or BlackRock's subsidiaries.c. BlackRock, Inc., through its affiliates, is the beneficial owner of shares of common stock ofPPL Corp. BlackRock, Inc. and its affiliates will receive the same pro rata number of TalenEnergy shares of common stock as any other shareholder of PPL Corp. The BlackRockentities will have no special rights to participate in matters affecting the management oroperation of the Talen Energy and will have no right to nominate any Director to Talen'sBoard of Directors. Any of the BlackRock entities that have the ability to vote commonshares of stock of Talen Energy will have the right, as does each and every otherstockholder, to cast its vote to elect directors and to vote on any other matters submitted tostockholders at each annual meeting of stockholders of Talen Energy.d. There are no such procedures in place as neither BlackRock, Inc. and its subsidiaries have,nor any foreign entity has, the right to participate in decisions concerning nuclear safety orsecurity; to obtain responsibility for special nuclear material; or to gain access to restricteddata. Decisions concerning nuclear safety and security are made by the management of PPLSusquehanna, as the licensed operator. Access to SSES is controlled under PPLSusquehanna's Site Access Program. Access to safeguards information is carefullycontrolled and limited under PPL Susquehanna's Safeguards Information Program. WhileSSES operation does not involve restricted data as that term is defined, access to nationalsecurity information is limited to PPL Susquehanna as the entity holding the facilityclearance and to specific employees holding personnel clearances under 10 CFR Part 95.Board resolutions delegate full authority to PPL Susquehanna to act completelyindependently in all matters relating to PPL Susquehanna's responsibility to safeguard anyclassified information and/or special nuclear material and preclude the parent companies of22 PPL Susquehanna from seeking access to any classified information and/or special nuclearmaterial in the custody of PPL Susquehanna. As discussed in the Application, suchresolutions will be put in place for Talen Energy and the new intermediate parent companiesof PPL Susquehanna (to be renamed Susquehanna Nuclear) prior to the closing of theTransaction.23 RAI 4,: Provide the following documents to the NRC which were provided to the PennsylvaniaPublic Utilities Commission on July 30, 2014: Separation Agreement and SeparationAgreement Schedules; Transaction Agreement; Organizational chart showing PPLCorporation and its subsidiaries prior to the closing of the Proposed Transaction (June 1,2014); Organizational chart showing Riverstone, the RJS Shareholders and relevantaffiliates prior to the closing of the Proposed Transaction, Organizational chart showingPPL and its subsidiaries following the closing, and Organizational chart showingRiverstone, the RJS Shareholders and relevant affiliates following the closing of theProposed Transaction.PPL Susquehanna Response:PPL Susquehanna's response is provided in the form of two CDs: one non-proprietary andsuitable for public disclosure (Attachment 4) and one that contains the proprietary information(Attachment 5).24 RAI 5: Attachment 8 to the licensee's application provides a list of regulatory commitmentsassociated with the license transfer request. However, after reviewing the CommitmentDescription, it appears that these actions are required as part of the review of the licensetransfer request. Please provide an explanation as to why categorizing these actions asregulatory commitments is appropriate.PPL Susquehanna Response:The listing of regulatory commitments in Attachment 8 was intended to create visible tracking ofopen items that were not available at the time the Application was submitted, but were stillnecessary or desirable to provide in support of the NRC review. PPL Susquehanna agrees thatthey do not represent the accepted definition of regulatory commitments, which if made insupport of a license action would not be legally binding and therefore could not be relied upon bythe staff as a basis for their approval. All of these items will be resolved in a timely mannerunder separate cover prior to issuance of the conforming license amendments (i.e. on or beforeclosing of the Transaction) and PPL Susquehanna accepts that anything relied on by the staff intheir safety evaluation that stems from these items will be legally binding.Based on the above, PPL Susquehanna withdraws its classification of Attachment 8 of theApplication as Regulatory Commitments.25 IAttachment 1 to Enclosure of PLA-7245Affidavit of Timothy S. Rausch(Request for Withholding)26 Attachment IAffidavit of Timothy S. RauschI, Timothy S. Rausch, Senior Vice President and Chief Nuclear Officer, PPL Susquehanna, LLC, dohereby affirm and state:1. I am authorized to execute this affidavit on behalf of PPL Susquehanna, LLC;2. PPL Susquehanna, LLC requests that its responses to RAI 1 and RAI 4 in the Enclosure of itsletter PLA-7245, and labeled "CONFIDENTIAL INFORMATION SUBMITTED UNDER 10C.F.R. § 2.390", be withheld from public disclosure under the provisions of 10 C.F.R. §2.390(a)(4). Non-proprietary versions of RAI 1 and RAI 4, suitable for public disclosure, areprovided in Attachments 2 and 4, respectively, to the Enclosure.3. The PPL Susquehanna, LLC responses to RAI 1 and RAI 4 contain confidential commercialinformation, the disclosure of which would adversely affect PPL Susquehanna, LLC.4. This information has been held in confidence by PPL Susquehanna, LLC. To the extent that PPLSusquehanna, LLC has shared this information with others, it has done so on a confidential basis.5. PPL Susquehanna, LLC customarily keeps such information in confidence, and there is a rationalbasis for holding such information in confidence. The information is not available from publicsources and could not be gathered readily from other publicly available information.6. Public disclosure of this information would cause substantial harm to the competitive position ofPPL Susquehanna, LLC because such information has significant commercial value to PPLSusquehanna, LLC.Timo y S. RauschSeni r Vice President and Chief Nuclear OfficerSubscribed and sworn before me,a Notary Public in and for theCommonwealth of Pennsylvania,thisL'fLday of DL 2014.OMMONWEALTH OF PENNSYLVANIANOTARIAL SEALLaurie M. iinto, Notary PublicSalem Twp.. Luzerne CountyMity Commission Expires July 24, 2018U6hiEtER. PENMSYLVANIA ASSOCIATIOMN OF NOTARIES27 to Enclosure of PLA-7245Oath and Affirmation of Riverstone for Response toRAI 236 I ARIVERSTQNESUSQUEHANNA STEAM ELECTRIC STATION REQUEST FOR ORDERAPPROVING INDIRECT TRANSFER OF CONTROL ANDCONFORMING LICENSE AMENDMENTS, PLA-7191DOCKET NOS. 50-387 AND 50-388RESPONSE TO NRC REQUEST FOR ADDITIONAL INFORMATIONI, Stephen J. Schaefer, state as follows:(1) 1 am a Partner of Riverstone Holdings LLC and as such I am authorized to provideinformation regarding Riverstone Holdings LLC and its affiliates in response to Requestfor Additional Information 2.I declare under penalty of perjury that the foregoing response to Request for AdditionalInformation 2 is true and correct, to the best of my knowledge and belief.Executed on:October 21, 2014Stephen J. chaeferPartnerRivefrocngDC:7631 23.11000 Louisiana, Suite 1450Houston, "X 77002713.357.1400 teIephone713.-57.1391 facsimile37 to Enclosure of PLA-7245Non-Proprietary Version of PPL SusquehannaResponse to RAI 4 (CD)38