8
Pillsbury Winthrop Shaw Pittman LLP 1200 Seventeenth Street NW I Washington, DC 20036-3006 I tel 202.663.8000 I fax 202.663.8007 June 15, 2016 ATTENTION: Document Control Desk U.S. Nuclear Regulatory Commission Washington, DC 205550-0001 AEROTEST RADIOGRAPHY AND RESEARCH REACTOR DOCKET NO. 50-228/LICENSE NO. R-98 Jay E. Silberg tel: 202.663.8063 [email protected] RESPONSE TO REQUEST FOR ADDITIONAL INFORMATION RE: APPLICATION FOR A CHANGE IN METHOD OF PROVIDING FINANCIAL PROTECTION (TAC NO. MF6254) Ladies and Gentlemen: In its January 20, 2016 letter, the NRC requested the AerotestOperations, Inc. provide additional information with regard to its May 6, 2015 request that it be permitted to change the method of providing financial protection for the Aerotest Research and Radiography Reactor, Facility Operating License No. R-98. Pursuant to discussions between the licensee and Mr. Edward Helvenston, we are enclosing . herewith the following documents in support of the request. 1. Consolidated Financial Statements, Autoliv ASP, Inc. ("Autoliv") for the years ending December 31, 2015 and 2014 (proprietary) 2. Draft Parent Company Guarantee Agreement 3. Draft Standby Trust Agreement 4. Draft Chief Executive Officer letter 5. Draft Chief Financial Officer letter, including parent company guarantee financial test (contains proprietary information) 6. Draft Chief Financial Officer letter (redacted) 7. Draft confirmation of Chief Financial Officer's letter www.pillsburylaw.com 4836-3213-5474.vl

Pillsbury, Winthrop, Shaw, Pittman, LLP - Response to Request … · Pillsbury Winthrop Shaw Pittman LLP 1200 Seventeenth Street NW I Washington, DC 20036-3006 I tel 202.663.8000

Embed Size (px)

Citation preview

Page 1: Pillsbury, Winthrop, Shaw, Pittman, LLP - Response to Request … · Pillsbury Winthrop Shaw Pittman LLP 1200 Seventeenth Street NW I Washington, DC 20036-3006 I tel 202.663.8000

Pillsbury Winthrop Shaw Pittman LLP 1200 Seventeenth Street NW I Washington, DC 20036-3006 I tel 202.663.8000 I fax 202.663.8007

June 15, 2016

ATTENTION: Document Control Desk U.S. Nuclear Regulatory Commission Washington, DC 205550-0001

AEROTEST RADIOGRAPHY AND RESEARCH REACTOR DOCKET NO. 50-228/LICENSE NO. R-98

Jay E. Silberg tel: 202.663.8063

[email protected]

RESPONSE TO REQUEST FOR ADDITIONAL INFORMATION RE: APPLICATION FOR A CHANGE IN METHOD OF PROVIDING FINANCIAL PROTECTION (TAC NO. MF6254)

Ladies and Gentlemen:

In its January 20, 2016 letter, the NRC requested the AerotestOperations, Inc. provide additional information with regard to its May 6, 2015 request that it be permitted to change the method of providing financial protection for the Aerotest Research and Radiography Reactor, Facility Operating License No. R-98. Pursuant to discussions between the licensee and Mr. Edward Helvenston, we are enclosing

. herewith the following documents in support of the request.

1. Consolidated Financial Statements, Autoliv ASP, Inc. ("Autoliv") for the years ending December 31, 2015 and 2014 (proprietary)

2. Draft Parent Company Guarantee Agreement

3. Draft Standby Trust Agreement

4. Draft Chief Executive Officer letter

5. Draft Chief Financial Officer letter, including parent company guarantee financial test (contains proprietary information)

6. Draft Chief Financial Officer letter (redacted)

7. Draft confirmation of Chief Financial Officer's letter

www.pillsburylaw.com 4836-3213-5474.vl

Page 2: Pillsbury, Winthrop, Shaw, Pittman, LLP - Response to Request … · Pillsbury Winthrop Shaw Pittman LLP 1200 Seventeenth Street NW I Washington, DC 20036-3006 I tel 202.663.8000

June 15, 2016 Page 2

8. . Draft Supplemental Agreement between Trustee and Autoliv

9. Affidavit of Anthony Nellis, Vice President and General Counsel of Autoliv regarding proprietary treatment for financial information in Consolidated Financial Statements and draft Chief Financial Officer letter.

We would appreciate the opportunity to review the draft documents with you before we finalize them so that we can make sure that they meet the NRC' s requirements to support the parent company guarantee.

Sincerely yours,

(\ ~ j:J.J,v.J ~·

J a-§£. _Silberg Counsel for Aerotest Operations, Inc.

Enclosures:

cc: NRC, NRR (Helvenston) NRC, NRR (Traiforos) NRC, OGC (Ghosh)

www.pillsburylaw.com 4836-3213-5474.vl

Page 3: Pillsbury, Winthrop, Shaw, Pittman, LLP - Response to Request … · Pillsbury Winthrop Shaw Pittman LLP 1200 Seventeenth Street NW I Washington, DC 20036-3006 I tel 202.663.8000

.I

NON PROPRIETARY

U.S. Nuclear Regulatory Commission Attn: Document Control Desk · Washington DC 20555' /

Re: Aerotest Operations, Inc., Docke/No. 50-228 Response to Request for Additidiml\Information Regarding Application for Change in Method of Providing Financial Protection

;~.~:~:>?>·'.~;··~l\~-- . Reference J:.iJi!;etter fro\il:.Spyros Traiforos, Project Manager, Research and Test Reactorgt~¢ilsing Bran'o1};re: Aerotest Operations, Inc. - Request for Additional Info1wii.i6h Regarding 4)bplication for a Change in Method of Providing Financial Prot~ier n (TAC No ... ·;-;~g·254) . ·a.ted January 20, 2016.

·.' . . ,,~/

.. _;..;fft:it,-: . ·. ~··'<:~t. v .:~t-~i~: !;..

I am the chieffiij~g~~l "ffice.,1f:~f~~uto ~;;~~,P, Inc., a corporation ("Autoliv"). In the . Request for lnformatwn c:. ~~;:\u1cluded '&!~P Reference 1, the NRC Staff stated that 1t needed additional inform~t. · to"''e'.i]'.~.l?le it omplete a detailed technical review of request of Aerotest Op~Hffions, Inq'fift!~~f. t") to rely on its parent company, Autoliv, to provide adequate financial assm~~hce.1n .. accordancew.ith 10 C.F.R. § 140.14(a)(2). The NRC Staff further stated that:ffi!fiad determined··ttl"~t\the criteria established in

p,.,..:~~ ~~ __ ,1:: .. :::;.:n:;:;:.~ .~~/'.::

Appendix A to 10 C.F.R. Part 30(~~1'0 guisL :· <ffri~G-1757, "Consolidated · Deco1m11issioning Guidance - Fi11ti°~S(j;~l~~ .nce,;$,i?cordkeeping, and Timeliness" are appropriate for the purpose of evgriiating , J;Rt.¢Jijs relians~f~n,the adequate resources of Autoliv. This letter is in support of~~gbtest's, :lJ}~{;financial test outlined in Appendix A to 10 C.F .R. Part 30 to ~~Jponstr ncia1~ff§§_µrance in accordance with 10 C.F.R. § 140.14(a)(2). $~~~! -:n'.~~; -;,,l:i:~ ,,

Autoliv guarantees, through the parent company gtl~i~ntee subrriitted to de1~§fi~t1;ate compliance under 10 CPR§ 140.14, that adequate resources are available to Rr~.Yl§.e the financial protection specified in 10 C.F.R. § 140.11 (a)(2) for the following,f~~ility" '".c.> . owned and operated by Aerotest, a subsidiary of Autoliv. The amount <?Jf~P~ncial ·· protection required for this facility, so guaranteed, is shown for the f~g~!ity:

~;;:~~~~~i;:tt

Name of Facility: Aerotest Research and Radiography Reactor ("ARRR")

License Number: R-98

Location of Facility: 3455 Fostoria Way, San Ramon, California, 94583

Amount of Financial Protection: $1.5 Million ·

Autoliv is required to file a Form 10-K with the U.S. Securities and Exchange Commission for the latest fiscal year.

The fiscal year of this firm ends on December 31. The figures for the following items marked with an asterisk are derived from Autoliv's independently audited, year-end financial statements and footnotes for the latest completed fiscal year, ended December 31, 2015. A copy of this firm's most recent financial statements is enclosed.

Page 4: Pillsbury, Winthrop, Shaw, Pittman, LLP - Response to Request … · Pillsbury Winthrop Shaw Pittman LLP 1200 Seventeenth Street NW I Washington, DC 20036-3006 I tel 202.663.8000

I

NON PROPRIETARY

Financial Test I (in millions)

1. Financial Protection required by 10 C.F.R. § 140.l l(a)(2)

a. Financial Protection amounts covered by this parent company guarantee

b. All decommiss~_oning amounts covered by other NRC or Agreement State .. d~;~r~~~t.

parent cot .:,''ft'fg~~!;filntees or self-guarantee -~~~~·~:~ _; ~ .,~:?i~m:: ..

c. All aH¢~µ1ft~ covered bX~arent company guarantees, self­gu~r:~ntees, or financ.i~J;'tests of. other Federal or State agencies ( ,,, EPA) .··,;;. ._,_ e.g-.;·, <·_,:·,, . ;~;ff/··' <}Jr{tt~::;,,

TOTAL ·) '' · '· . · ... · . -' . _,,;:;Y'.1~\:: '·-_;·,~~>

*2. Tota] liabilities (if an)l;~dltion.~Ejfi1.#.··f.1J.1~i~Yat protection amount is included in total liabilities on your firm's fiH.~\l"di'af'!ftatements, you may deduct the amount of that portion fron~~lis line and a~g~l~,~~~mount to lines 3 and4)

lfJ)}'.f! . ·~: ~;~:$~··· l~1~Y' *3. Tangible net worth** ";~;;; £iN'f

.. ti' ;![;:~'(,~;'

I"

*4. Total net worth***

* 5. Current assets

*6. Current liabilities

N.A.

N.A.

$Ll_

$-­$--!Ill $9 7 $­$--

*7. Net working capital (line 5 minus line 6) ,;i~j5·~;r~j:~;~,;JI:~_'\:. $--*8. The sum of net income plus depreciation, depletion, and amortization,~;~;~"- · · $

*9. Total assets in Unite.d St~tes ·~~~*;\\~j(f" $ .

10. Is line 3 at least $21 million?

11. Is line 3 at least 6 times line 1?

12. Is line 7 at least 6 times line 1?

13. Are at least 90 percent of firms' assets located in the United States? If not, complete 1ine l 4.

14. Ts line 9 at least 6 times line 1?

Guarantor must meet two of the following three ratios:

Page 5: Pillsbury, Winthrop, Shaw, Pittman, LLP - Response to Request … · Pillsbury Winthrop Shaw Pittman LLP 1200 Seventeenth Street NW I Washington, DC 20036-3006 I tel 202.663.8000

NON PROPRIETARY

15. Is line 2 divided by line 4 less than 2.0?

16. Is line 8 divided by line 2 greater than 0.1?

17. Is line 5 divided by line 6 greater than. 1.5?

Notes:

* **

***

Denotes figureq,,tj~rived from financial statements.

Tangible n.~t'~61iNits:c;Jefined as net worth minus all intangible assets and excluding the net booJ.~:~~fle of th~'b'~1plear facility and site .

.. J:~~j~!~~~~~~~.:.:· 't~::~{~ E~2JJX~ff1g the net booJ~}g.alue and goodwill of the nuclear facility and site.

'°i~'~f. ·?•Y/:;i}~'·~'l .. ,

:-. > '. .'. ·.· .

,.

•f'

Page 6: Pillsbury, Winthrop, Shaw, Pittman, LLP - Response to Request … · Pillsbury Winthrop Shaw Pittman LLP 1200 Seventeenth Street NW I Washington, DC 20036-3006 I tel 202.663.8000

.(

I hereby certify that the content of this letter is true and correct to the best of my knowledge.

[Name] [Title] [Date]

Page 7: Pillsbury, Winthrop, Shaw, Pittman, LLP - Response to Request … · Pillsbury Winthrop Shaw Pittman LLP 1200 Seventeenth Street NW I Washington, DC 20036-3006 I tel 202.663.8000

AFFIDAVIT

I, Anthony J. Nellis, hereby affirm and state as follows:

1. I hold the title of Vice President, Legal for Autoliv ASP. Inc. ("Autoliv"), and I'm authorized to execute this affidavit on behalf of Autoliv.

2. The attached draft letter from the chief financial officer of Autoliv (Re: Aerotest Operations, Inc., Docket No. 50-228, Response to Request for Additional Information Regarding Application for Change in Method of Providing Financial Protection) and the Consolidated Financial Statements of Autoliv for the Years Ended December 31, 2015 and 2014, contain proprietary commercial information related to the financial condition of Autoliv. This information should be held in confidence by the NRC and withheld from public disclosure. The draft letter has been marked to show the information which should be held in confidence by the NRC and withheld from public disclosure. The entirety of the Consolidated Financial Statements should be should be held in confidence by the NRC and withheld from public disclosure

3. In making this application for withholding of proprietary information of which it is the owner, Autoliv believes that the information qualifies for withholding under the exemption from disclosure set forth in the Freedom of Information At ("FOIA"), 5 U.S.C. Section 552(b)(4), the Trade Secrets Act, 18 U.S.C. Section 1905, and NRC regulations 10 CFR 9.17(a)(4) and 2.390(a)(4) for trade secrets and commercial information because:

i. This information is and has been held in confidence by Autoliv; 11. This information is of a type that is customarily held in confidence by Autoliv,

and there is a rational basis for doing so because the information includes sensitive business information pertaining to the financial .condition of Autoliv:

iii. The information is being transmitted to the NRC voluntarily and in confidence. 1v. This information is not available in public sources and could not be gathered

readily from other publicly available information. v. Public disclosure of this information would create substantial harm to the

competitive position of Autoliv by disclosing certain business information that is not available to Autoliv's customers and competitors.

vi. Public disclosure of the information sought to be withheld is likely to cause ·substantial harm to Autoliv's competitive position. The precise value of the infonnation is difficult to quantify, but clearly is substantial.

vii. Autoliv competitive advantage will be lost if its competitors are able to use Autoliv's financial informatio their own commercial activities. The value of this information to Autoliv would be lost if the information were disclosed to the public.

4829-1372-4722.vl

Page 8: Pillsbury, Winthrop, Shaw, Pittman, LLP - Response to Request … · Pillsbury Winthrop Shaw Pittman LLP 1200 Seventeenth Street NW I Washington, DC 20036-3006 I tel 202.663.8000

l I

,'1\

Witness my hand, ano Notarial Seal.

My Cottnilission Expires: l:;{:;00f,·

RUTH A. WILKENING , Notarv Public, State of Michigan

Countyof~Oa!dand My Commission E~iDec. 2 2019

I Aeling In theG~~~ ........ -~_,........,._

2 4829-13 72-4 722. v l