|
ý
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
52-2107911
|
(State of incorporation)
|
(I.R.S. Employer Identification No.)
|
Large accelerated filer
|
o
|
|
Accelerated filer
|
ý
|
Non-accelerated filer
|
o
|
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Smaller reporting company
|
o
|
|
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Page
|
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PART I – FINANCIAL INFORMATION
|
|
|
|
|
Item 1.
|
Financial Statements:
|
|
|
||
|
||
|
||
|
||
|
||
|
||
|
|
|
|
PART II – OTHER INFORMATION
|
|
|
September 30,
2013 |
|
December 31,
2012 |
||||
ASSETS
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
128.4
|
|
|
$
|
292.9
|
|
Accounts receivable, net
|
158.7
|
|
|
134.8
|
|
||
Inventories
|
1,176.8
|
|
|
1,593.2
|
|
||
Deferred costs associated with deferred revenue
|
136.6
|
|
|
116.8
|
|
||
Other current assets
|
22.6
|
|
|
19.2
|
|
||
Total Current Assets
|
1,623.1
|
|
|
2,156.9
|
|
||
Property, Plant and Equipment, net
|
13.0
|
|
|
51.0
|
|
||
Other Long-Term Assets
|
|
|
|
|
|
||
Deposits for surety bonds
|
39.8
|
|
|
22.3
|
|
||
Goodwill
|
—
|
|
|
6.8
|
|
||
Other assets
|
27.9
|
|
|
29.4
|
|
||
Total Other Long-Term Assets
|
67.7
|
|
|
58.5
|
|
||
Total Assets
|
$
|
1,703.8
|
|
|
$
|
2,266.4
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
|
|
|
|
|
||
Current Liabilities
|
|
|
|
|
|
||
Accounts payable and accrued liabilities
|
$
|
121.3
|
|
|
$
|
145.8
|
|
Payables under Russian Contract
|
324.8
|
|
|
209.8
|
|
||
Inventories owed to customers and suppliers
|
475.9
|
|
|
950.0
|
|
||
Deferred revenue and advances from customers
|
163.7
|
|
|
125.5
|
|
||
Credit facility term loan
|
—
|
|
|
83.2
|
|
||
Convertible preferred stock
|
110.4
|
|
|
100.5
|
|
||
Total Current Liabilities
|
1,196.1
|
|
|
1,614.8
|
|
||
Long-Term Debt
|
530.0
|
|
|
530.0
|
|
||
Other Long-Term Liabilities
|
|
|
|
|
|
||
Postretirement health and life benefit obligations
|
215.3
|
|
|
207.2
|
|
||
Pension benefit liabilities
|
171.2
|
|
|
321.7
|
|
||
Other liabilities
|
53.3
|
|
|
65.6
|
|
||
Total Other Long-Term Liabilities
|
439.8
|
|
|
594.5
|
|
||
Commitments and Contingencies (Note 15)
|
|
|
|
|
|
||
Stockholders’ Equity (Deficit)
|
(462.1
|
)
|
|
(472.9
|
)
|
||
Total Liabilities and Stockholders’ Equity (Deficit)
|
$
|
1,703.8
|
|
|
$
|
2,266.4
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Separative work units
|
$
|
295.8
|
|
|
$
|
559.5
|
|
|
$
|
853.4
|
|
|
$
|
1,444.6
|
|
Uranium
|
3.8
|
|
|
—
|
|
|
45.3
|
|
|
3.6
|
|
||||
Contract services
|
4.2
|
|
|
3.5
|
|
|
10.3
|
|
|
10.6
|
|
||||
Total Revenue
|
303.8
|
|
|
563.0
|
|
|
909.0
|
|
|
1,458.8
|
|
||||
Cost of Sales:
|
|
|
|
|
|
|
|
|
|
||||||
Separative work units and uranium
|
330.4
|
|
|
522.8
|
|
|
962.4
|
|
|
1,364.4
|
|
||||
Contract services
|
3.4
|
|
|
3.6
|
|
|
10.2
|
|
|
10.9
|
|
||||
Total Cost of Sales
|
333.8
|
|
|
526.4
|
|
|
972.6
|
|
|
1,375.3
|
|
||||
Gross profit (loss)
|
(30.0
|
)
|
|
36.6
|
|
|
(63.6
|
)
|
|
83.5
|
|
||||
Advanced technology costs
|
44.5
|
|
|
44.9
|
|
|
150.0
|
|
|
167.0
|
|
||||
Selling, general and administrative
|
11.2
|
|
|
11.3
|
|
|
36.0
|
|
|
38.1
|
|
||||
Special charges for workforce reductions and advisory costs
|
3.5
|
|
|
1.5
|
|
|
9.6
|
|
|
11.1
|
|
||||
Other (income)
|
(35.9
|
)
|
|
(34.6
|
)
|
|
(124.2
|
)
|
|
(44.6
|
)
|
||||
Operating income (loss)
|
(53.3
|
)
|
|
13.5
|
|
|
(135.0
|
)
|
|
(88.1
|
)
|
||||
Interest expense
|
9.5
|
|
|
12.3
|
|
|
32.1
|
|
|
37.7
|
|
||||
Interest (income)
|
—
|
|
|
(0.2
|
)
|
|
(0.4
|
)
|
|
(0.4
|
)
|
||||
Income (loss) from continuing operations before income taxes
|
(62.8
|
)
|
|
1.4
|
|
|
(166.7
|
)
|
|
(125.4
|
)
|
||||
Provision (benefit) for income taxes
|
(18.5
|
)
|
|
(3.6
|
)
|
|
(57.8
|
)
|
|
(9.0
|
)
|
||||
Net income (loss) from continuing operations
|
(44.3
|
)
|
|
5.0
|
|
|
(108.9
|
)
|
|
(116.4
|
)
|
||||
Net income (loss) from discontinued operations
|
—
|
|
|
(0.5
|
)
|
|
21.7
|
|
|
0.1
|
|
||||
Net income (loss)
|
$
|
(44.3
|
)
|
|
$
|
4.5
|
|
|
$
|
(87.2
|
)
|
|
$
|
(116.3
|
)
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per share (Note 14):
|
|
|
|
|
|
|
|
||||||||
Net income (loss) from continuing operations per share – basic and diluted
|
$
|
(9.04
|
)
|
|
$
|
1.02
|
|
|
$
|
(22.22
|
)
|
|
$
|
(23.75
|
)
|
Net income (loss) per share – basic and diluted
|
$
|
(9.04
|
)
|
|
$
|
0.92
|
|
|
$
|
(17.79
|
)
|
|
$
|
(23.73
|
)
|
Weighted-average number of shares outstanding – basic and diluted
|
4.9
|
|
|
4.9
|
|
|
4.9
|
|
|
4.9
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Net income (loss)
|
$
|
(44.3
|
)
|
|
$
|
4.5
|
|
|
$
|
(87.2
|
)
|
|
$
|
(116.3
|
)
|
Other comprehensive income, before tax:
|
|
|
|
|
|
|
|
|
|
||||||
Gain arising during the period (Note 11)
|
—
|
|
|
—
|
|
|
138.3
|
|
|
—
|
|
||||
Amortization of actuarial (gains) losses, net (Note 11)
|
2.6
|
|
|
6.2
|
|
|
15.5
|
|
|
18.2
|
|
||||
Amortization of prior service costs (Note 11)
|
—
|
|
|
0.3
|
|
|
0.7
|
|
|
1.1
|
|
||||
Other comprehensive income, before tax
|
2.6
|
|
|
6.5
|
|
|
154.5
|
|
|
19.3
|
|
||||
Income tax expense related to items of other comprehensive income
|
(1.5
|
)
|
|
(2.4
|
)
|
|
(58.0
|
)
|
|
(7.0
|
)
|
||||
Other comprehensive income, net of tax
|
1.1
|
|
|
4.1
|
|
|
96.5
|
|
|
12.3
|
|
||||
Comprehensive income (loss)
|
$
|
(43.2
|
)
|
|
$
|
8.6
|
|
|
$
|
9.3
|
|
|
$
|
(104.0
|
)
|
|
Nine Months Ended
September 30, |
||||||
|
2013
|
|
2012
|
||||
Cash Flows from Operating Activities
|
|
|
|
||||
Net (loss)
|
$
|
(87.2
|
)
|
|
$
|
(116.3
|
)
|
Adjustments to reconcile net (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
|
||
Depreciation and amortization
|
22.8
|
|
|
27.5
|
|
||
Transfers and retirements of machinery and equipment
|
19.3
|
|
|
47.4
|
|
||
Deferred income taxes
|
—
|
|
|
(7.0
|
)
|
||
Other non-cash income on release of disposal obligation
|
—
|
|
|
(44.6
|
)
|
||
Convertible preferred stock dividends payable-in-kind
|
9.9
|
|
|
8.8
|
|
||
Gain on sale of subsidiary
|
(35.6
|
)
|
|
—
|
|
||
Inventory valuation adjustments
|
15.0
|
|
|
—
|
|
||
Changes in operating assets and liabilities:
|
|
|
|
|
|
||
Accounts receivable – (increase)
|
(23.9
|
)
|
|
(9.9
|
)
|
||
Inventories, net – (increase) decrease
|
(72.7
|
)
|
|
271.1
|
|
||
Payables under Russian Contract – increase
|
115.0
|
|
|
39.4
|
|
||
Deferred revenue, net of deferred costs – increase
|
17.6
|
|
|
91.4
|
|
||
Accounts payable and other liabilities – increase (decrease)
|
(80.4
|
)
|
|
15.3
|
|
||
Accrued depleted uranium disposition – increase (decrease)
|
0.3
|
|
|
(145.0
|
)
|
||
Other, net
|
(4.7
|
)
|
|
2.4
|
|
||
Net Cash Provided by (Used in) Operating Activities
|
(104.6
|
)
|
|
180.5
|
|
||
|
|
|
|
||||
Cash Flows Provided by Investing Activities
|
|
|
|
|
|
||
Capital expenditures
|
—
|
|
|
(3.8
|
)
|
||
Deposits for surety bonds - net (increase) decrease
|
(17.5
|
)
|
|
99.6
|
|
||
Proceeds from sale of subsidiary
|
43.2
|
|
|
—
|
|
||
Net Cash Provided by Investing Activities
|
25.7
|
|
|
95.8
|
|
||
|
|
|
|
||||
Cash Flows Used in Financing Activities
|
|
|
|
|
|
||
Borrowings under revolving credit facility
|
—
|
|
|
123.6
|
|
||
Repayments under revolving credit facility
|
—
|
|
|
(123.6
|
)
|
||
Repayment of credit facility term loan
|
(83.2
|
)
|
|
—
|
|
||
Payments for deferred financing costs
|
(2.2
|
)
|
|
(10.1
|
)
|
||
Common stock issued (purchased), net
|
(0.2
|
)
|
|
(0.5
|
)
|
||
Net Cash (Used in) Financing Activities
|
(85.6
|
)
|
|
(10.6
|
)
|
||
Net Increase (Decrease)
|
(164.5
|
)
|
|
265.7
|
|
||
Cash and Cash Equivalents at Beginning of Period
|
292.9
|
|
|
37.6
|
|
||
Cash and Cash Equivalents at End of Period
|
$
|
128.4
|
|
|
$
|
303.3
|
|
Supplemental Cash Flow Information:
|
|
|
|
|
|
||
Interest paid
|
$
|
20.7
|
|
|
$
|
16.5
|
|
Income taxes paid, net of refunds
|
0.4
|
|
|
1.3
|
|
|
Common Stock,
Par Value
$.10 per Share
|
|
Excess of
Capital over
Par Value
|
|
Retained
Earnings
(Deficit)
|
|
Treasury
Stock
|
|
Accumulated
Other Comprehensive Income (Loss)
|
|
Total
|
||||||||||||
Nine Months Ended September 30, 2012
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at December 31, 2011
|
$
|
13.0
|
|
|
$
|
1,212.5
|
|
|
$
|
(161.2
|
)
|
|
$
|
(49.4
|
)
|
|
$
|
(262.5
|
)
|
|
$
|
752.4
|
|
Other comprehensive income, net of tax (Note 16)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12.3
|
|
|
12.3
|
|
||||||
Restricted and other common stock issued, net of amortization
|
—
|
|
|
(12.6
|
)
|
|
—
|
|
|
16.4
|
|
|
—
|
|
|
3.8
|
|
||||||
Reverse stock split of 1 share for 25 (Note 1)
|
(12.5
|
)
|
|
12.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net (loss)
|
—
|
|
|
—
|
|
|
(116.3
|
)
|
|
—
|
|
|
—
|
|
|
(116.3
|
)
|
||||||
Balance at September 30, 2012
|
$
|
0.5
|
|
|
$
|
1,212.4
|
|
|
$
|
(277.5
|
)
|
|
$
|
(33.0
|
)
|
|
$
|
(250.2
|
)
|
|
$
|
652.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Nine Months Ended September 30, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Balance at December 31, 2012
|
$
|
13.0
|
|
|
$
|
1,200.8
|
|
|
$
|
(1,361.8
|
)
|
|
$
|
(33.0
|
)
|
|
$
|
(291.9
|
)
|
|
$
|
(472.9
|
)
|
Other comprehensive income, net of tax (Note 16)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
96.5
|
|
|
96.5
|
|
||||||
Restricted and other common stock issued, net of amortization
|
—
|
|
|
2.9
|
|
|
—
|
|
|
(1.4
|
)
|
|
—
|
|
|
1.5
|
|
||||||
Reverse stock split of 1 share for 25 (Note 1)
|
(12.5
|
)
|
|
12.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Net (loss)
|
—
|
|
|
—
|
|
|
(87.2
|
)
|
|
—
|
|
|
—
|
|
|
(87.2
|
)
|
||||||
Balance at September 30, 2013
|
$
|
0.5
|
|
|
$
|
1,216.2
|
|
|
$
|
(1,449.0
|
)
|
|
$
|
(34.4
|
)
|
|
$
|
(195.4
|
)
|
|
$
|
(462.1
|
)
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Revenue
|
$
|
—
|
|
|
$
|
7.5
|
|
|
$
|
13.7
|
|
|
$
|
38.0
|
|
Cost of sales
|
—
|
|
|
6.6
|
|
|
11.8
|
|
|
32.9
|
|
||||
Gross profit
|
—
|
|
|
0.9
|
|
|
1.9
|
|
|
5.1
|
|
||||
Advanced technology costs
|
—
|
|
|
0.2
|
|
|
—
|
|
|
0.6
|
|
||||
Selling, general and administrative
|
—
|
|
|
1.5
|
|
|
1.8
|
|
|
4.4
|
|
||||
Operating income (loss)
|
—
|
|
|
(0.8
|
)
|
|
0.1
|
|
|
0.1
|
|
||||
Gain on sale of subsidiary
|
—
|
|
|
—
|
|
|
35.6
|
|
|
—
|
|
||||
Income (loss) before income taxes
|
—
|
|
|
(0.8
|
)
|
|
35.7
|
|
|
0.1
|
|
||||
Provision (benefit) for income taxes
|
—
|
|
|
(0.3
|
)
|
|
14.0
|
|
|
—
|
|
||||
Net income (loss) from discontinued operations
|
$
|
—
|
|
|
$
|
(0.5
|
)
|
|
$
|
21.7
|
|
|
$
|
0.1
|
|
-
|
Site expenses, including lease turnover activities and Paducah and Portsmouth retiree benefit costs, of
$37.4 million
in the three months and
$63.8 million
in the nine months ended September 30, 2013. Following the cessation of enrichment at the Paducah GDP, costs for plant activities that formerly were capitalized as production costs are now charged directly to cost of sales including inventory management and disposition, ongoing regulatory compliance, utility requirements for operations, security, and other site management activities related to transition of facilities and infrastructure.
|
-
|
Accelerated asset charges of
$5.3 million
and
$13.5 million
in the three and nine months ended September 30, 2013, respectively, and
$2.8 million
in the three and nine months ended September 30, 2012. Beginning in the fourth quarter of 2012, the expected productive life of property, plant and equipment at the Paducah GDP was reduced from the lease term ending June 2016 to an accelerated basis ending December 2014. In addition, beginning in the third quarter of 2012, costs that would have been previously treated as construction work in progress are treated similar to maintenance and repair costs because of the shorter expected productive life of the Paducah GDP. The expected productive life of the Paducah GDP was further reduced following the ceasing of enrichment at the end of May 2013. In general, these assets, depending on their continuing economic life, are now expected to be useful only through the first or second quarters of 2014;
|
-
|
Inventory valuation adjustments of
$5.0 million
in the three months and
$15.0 million
in the nine months ended September 30, 2013. Inventories of SWU and uranium are valued at lower of cost or market. In the three-month period, a uranium inventory valuation adjustment of
$5.0 million
was charged to cost of sales to reflect declines in uranium market price indicators. The nine-month period also included the expense of
$7.7 million
of residual uranium contained in certain cylinders that will be transferred to DOE. USEC determined that it was currently uneconomic to recover this residual uranium for resale. In addition, certain materials and supplies used in the enrichment process with a book value of
$2.3 million
were expensed following the termination of enrichment at the end of the second quarter 2013;
|
-
|
Asset retirement charges of
$19.3 million
in the nine months ended September 30, 2013 for property, plant and equipment formerly used in the enrichment process at the Paducah GDP;
|
-
|
Power contract losses of
$11.8 million
in the nine months ended September 30, 2013. In anticipation of a potential short-term extension of uranium enrichment at the Paducah GDP, USEC purchased approximately 700 megawatts of power for the period from June 1 through September 30, 2013 from several power providers. Due to falling prices in power markets following the purchase of this power, as part of agreements to unwind these purchases, USEC incurred expenses of approximately
$11.8 million
.
|
•
|
$87.7 million
of funding was provided by DOE accepting title to quantities of depleted uranium that enabled USEC to release encumbered funds that were providing financial assurance for the disposition of this depleted uranium;
|
•
|
$45.7 million
of funding was provided pursuant to the six-month continuing appropriations resolution passed by Congress and signed by the President on September 28, 2012;
|
•
|
$44.4 million
of funding was provided in March 2013 by DOE transferring the SWU component of LEU that DOE previously acquired from USEC in exchange for the transfer of quantities of USEC’s depleted uranium to DOE;
|
•
|
$49.9 million
of funding was provided pursuant to the FY2013 continuing appropriations resolution, through amendments to the cooperative agreement on June 13, 2013 and July 24, 2013; and
|
•
|
$13.6 million
of funding was provided pursuant to the FY2014 continuing appropriations resolution, through an amendment to the cooperative agreement on October 25, 2013.
|
|
September 30,
2013 |
|
December 31,
2012 |
||||
|
(millions)
|
||||||
Utility customers
|
$
|
121.3
|
|
|
$
|
118.3
|
|
DOE pro-rata share of RD&D program funding
|
24.8
|
|
|
4.4
|
|
||
Contract services, primarily DOE:
|
|
|
|
|
|
||
Billed revenue
|
9.7
|
|
|
10.5
|
|
||
Unbilled revenue
|
2.9
|
|
|
1.6
|
|
||
|
12.6
|
|
|
12.1
|
|
||
Current accounts receivable, net
|
$
|
158.7
|
|
|
$
|
134.8
|
|
|
September 30, 2013
|
|
December 31, 2012
|
||||||||||||||||||||
|
Current
Assets
|
|
Current
Liabilities
(a)
|
|
Inventories, Net
|
|
Current
Assets
|
|
Current
Liabilities
(a)
|
|
Inventories, Net
|
||||||||||||
Separative work units
|
$
|
827.6
|
|
|
$
|
225.7
|
|
|
$
|
601.9
|
|
|
$
|
880.9
|
|
|
$
|
382.7
|
|
|
$
|
498.2
|
|
Uranium
|
345.0
|
|
|
250.2
|
|
|
94.8
|
|
|
703.7
|
|
|
567.3
|
|
|
136.4
|
|
||||||
Materials and supplies
|
4.2
|
|
|
—
|
|
|
4.2
|
|
|
8.6
|
|
|
—
|
|
|
8.6
|
|
||||||
|
$
|
1,176.8
|
|
|
$
|
475.9
|
|
|
$
|
700.9
|
|
|
$
|
1,593.2
|
|
|
$
|
950.0
|
|
|
$
|
643.2
|
|
(a)
|
Inventories owed to customers and suppliers, included in current liabilities, consist primarily of SWU and uranium inventories owed to fabricators. Fabricators process LEU into fuel for use in nuclear reactors. Under inventory optimization arrangements between USEC and domestic fabricators, fabricators order bulk quantities of LEU from USEC based on scheduled or anticipated orders from utility customers for deliveries in future periods. As delivery obligations under actual customer orders arise, USEC satisfies these obligations by arranging for the transfer to the customer of title to the specified quantity of LEU at the fabricator. USEC’s balances of SWU and uranium vary over time based on the timing and size of the fabricator’s LEU orders from USEC and the fabricator's needs for working stock of LEU. Balances can be positive or negative at the discretion of the fabricator. Fabricators have other inventory supplies and, where a fabricator has elected to order less material from USEC than USEC is required to deliver to its customers at the fabricator, the fabricator will use these other inventories to satisfy USEC’s customer order obligations on USEC’s behalf. In such cases, the transfer of title of LEU from USEC to the customer results in quantities of SWU and uranium owed by USEC to the fabricator. The amounts of SWU and uranium owed to fabricators are satisfied as future bulk deliveries of LEU are made.
|
|
December 31,
2012 |
|
Capital Expenditures (Depreciation)
|
|
Transfers and Retirements
|
|
Ceasing of Enrichment at Paducah
|
|
September 30,
2013 |
||||||||||
Construction work in progress
|
$
|
2.7
|
|
|
$
|
—
|
|
|
$
|
(0.6
|
)
|
|
$
|
(1.7
|
)
|
|
$
|
0.4
|
|
Leasehold improvements
|
183.7
|
|
|
—
|
|
|
(42.3
|
)
|
|
—
|
|
|
141.4
|
|
|||||
Machinery and equipment
|
181.7
|
|
|
—
|
|
|
(15.0
|
)
|
|
—
|
|
|
166.7
|
|
|||||
|
368.1
|
|
|
—
|
|
|
(57.9
|
)
|
|
(1.7
|
)
|
|
308.5
|
|
|||||
Accumulated depreciation and amortization
|
(317.1
|
)
|
|
(16.2
|
)
|
|
55.4
|
|
|
(17.6
|
)
|
|
(295.5
|
)
|
|||||
|
$
|
51.0
|
|
|
$
|
(16.2
|
)
|
|
$
|
(2.5
|
)
|
|
$
|
(19.3
|
)
|
|
$
|
13.0
|
|
|
September 30,
2013 |
|
December 31,
2012 |
||||
|
(millions)
|
||||||
Deferred revenue
|
$
|
163.7
|
|
|
$
|
123.1
|
|
Advances from customers
|
—
|
|
|
2.4
|
|
||
|
$
|
163.7
|
|
|
$
|
125.5
|
|
|
|
|
|
||||
Deferred costs associated with deferred revenue
|
$
|
136.6
|
|
|
$
|
116.8
|
|
|
September 30,
2013 |
|
December 31,
2012 |
||||
|
(millions)
|
||||||
Borrowings under the revolving credit facility
|
$
|
—
|
|
|
$
|
—
|
|
Term loan
|
—
|
|
|
83.2
|
|
||
Letters of credit
|
1.6
|
|
|
14.7
|
|
||
Available credit
|
—
|
|
|
87.1
|
|
|
December 31,
2012 |
|
Additions
|
|
Reductions
|
|
September 30,
2013 |
||||||||
Other current assets:
|
|
|
|
|
|
|
|
||||||||
Bank credit facilities
|
$
|
3.0
|
|
|
$
|
2.1
|
|
|
$
|
(5.1
|
)
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Deferred financing costs (long-term):
|
|
|
|
|
|
|
|
|
|
|
|
||||
Convertible notes
|
$
|
3.6
|
|
|
$
|
—
|
|
|
$
|
(1.5
|
)
|
|
$
|
2.1
|
|
•
|
Level 1 – quoted prices in active markets for identical assets or liabilities.
|
•
|
Level 2 – inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.
|
•
|
Level 3 – unobservable inputs in which little or no market data exists.
|
|
Fair Value Measurements
(in millions)
|
||||||||||||||||||||||||||
|
September 30, 2013
|
|
December 31, 2012
|
||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash equivalents (a)
|
—
|
|
|
$
|
127.9
|
|
|
—
|
|
|
$
|
127.9
|
|
|
—
|
|
|
$
|
292.2
|
|
|
—
|
|
|
$
|
292.2
|
|
Deferred compensation asset (b)
|
—
|
|
|
3.0
|
|
|
—
|
|
|
3.0
|
|
|
—
|
|
|
2.7
|
|
|
—
|
|
|
2.7
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Deferred compensation obligation (b)
|
—
|
|
|
2.8
|
|
|
—
|
|
|
2.8
|
|
|
—
|
|
|
2.7
|
|
|
—
|
|
|
2.7
|
|
(a)
|
Cash equivalents consist of funds invested in institutional money market funds. These investments are classified within Level 2 of the valuation hierarchy because unit prices of institutional funds are estimated prices using observable, market-based inputs.
|
(b)
|
The deferred compensation obligation represents the balance of deferred compensation plus net investment earnings. The deferred compensation plan is informally funded through a rabbi trust using variable universal life insurance. The cash surrender value of the life insurance policies is designed to track the deemed investments of the plan participants. Investment crediting options consist of institutional and retail investment funds. The deemed investments are classified within Level 2 of the valuation hierarchy because (i) of the indirect method of investing and (ii) unit prices of institutional funds are not quoted in active markets.
|
|
September 30, 2013
|
|
December 31, 2012
|
||||||||||||
|
Carrying Value
|
|
Fair
Value
|
|
Carrying Value
|
|
Fair
Value
|
||||||||
Credit facility term loan
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
83.2
|
|
|
$
|
93.5
|
|
Convertible preferred stock and accrued dividends payable-in-kind
|
110.4
|
|
|
110.4
|
|
|
100.5
|
|
|
100.5
|
|
||||
3.0% convertible senior notes, due October 1, 2014
|
530.0
|
|
|
140.5
|
|
|
530.0
|
|
|
198.2
|
|
|
Defined Benefit Pension Plans
|
|
Postretirement Health and Life Benefit Plans
|
||||||||||||||||||||||||||||
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||||||||||
Service costs
|
$
|
1.4
|
|
|
$
|
3.6
|
|
|
$
|
8.8
|
|
|
$
|
10.9
|
|
|
$
|
0.9
|
|
|
$
|
0.9
|
|
|
$
|
2.7
|
|
|
$
|
2.7
|
|
Interest costs
|
11.5
|
|
|
12.1
|
|
|
33.5
|
|
|
36.2
|
|
|
2.2
|
|
|
2.7
|
|
|
6.7
|
|
|
8.3
|
|
||||||||
Expected returns on plan assets (gains)
|
(12.8
|
)
|
|
(12.9
|
)
|
|
(38.3
|
)
|
|
(38.9
|
)
|
|
(0.5
|
)
|
|
(0.7
|
)
|
|
(1.7
|
)
|
|
(2.1
|
)
|
||||||||
Amortization of prior service costs
|
—
|
|
|
0.3
|
|
|
0.7
|
|
|
1.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Amortization of actuarial (gains) losses, net
|
2.0
|
|
|
5.0
|
|
|
14.2
|
|
|
14.8
|
|
|
0.6
|
|
|
1.2
|
|
|
2.0
|
|
|
3.4
|
|
||||||||
Curtailment (gains)
|
—
|
|
|
—
|
|
|
(0.7
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||||
Net benefit costs
|
$
|
2.1
|
|
|
$
|
8.1
|
|
|
$
|
18.2
|
|
|
$
|
24.1
|
|
|
$
|
3.2
|
|
|
$
|
4.1
|
|
|
$
|
9.7
|
|
|
$
|
12.3
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
(millions)
|
||||||||||||||
Total stock-based compensation costs:
|
|
|
|
|
|
|
|
||||||||
Restricted stock and restricted stock units
|
$
|
0.3
|
|
|
$
|
0.7
|
|
|
$
|
1.6
|
|
|
$
|
3.2
|
|
Stock options, performance awards and other
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|
0.6
|
|
||||
Less: costs capitalized as part of inventory
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
||||
Expense included in selling, general and administrative and advanced technology costs
|
$
|
0.3
|
|
|
$
|
0.8
|
|
|
$
|
1.7
|
|
|
$
|
3.7
|
|
Total recognized tax benefit
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
(millions)
|
||||||||||||||
Numerators:
|
|
|
|
|
|
|
|
||||||||
Net income (loss) from continuing operations
|
$
|
(44.3
|
)
|
|
$
|
5.0
|
|
|
$
|
(108.9
|
)
|
|
$
|
(116.4
|
)
|
Net income (loss) from discontinued operations
|
—
|
|
|
(0.5
|
)
|
|
21.7
|
|
|
0.1
|
|
||||
Net income (loss)
|
$
|
(44.3
|
)
|
|
$
|
4.5
|
|
|
$
|
(87.2
|
)
|
|
$
|
(116.3
|
)
|
Numerators for diluted calculations (a):
|
|
|
|
|
|
|
|
|
|
||||||
Net income (loss) from continuing operations
|
$
|
(44.3
|
)
|
|
$
|
5.0
|
|
|
$
|
(108.9
|
)
|
|
$
|
(116.4
|
)
|
Net income (loss) from discontinued operations
|
—
|
|
|
(0.5
|
)
|
|
21.7
|
|
|
0.1
|
|
||||
Net income (loss)
|
$
|
(44.3
|
)
|
|
$
|
4.5
|
|
|
$
|
(87.2
|
)
|
|
$
|
(116.3
|
)
|
|
|
|
|
|
|
|
|
||||||||
Denominator:
|
|
|
|
|
|
|
|
|
|
||||||
Weighted average common shares
|
5.0
|
|
|
5.0
|
|
|
5.0
|
|
|
5.0
|
|
||||
Less: Weighted average unvested restricted stock
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
|
0.1
|
|
||||
Denominator for basic calculation
|
4.9
|
|
|
4.9
|
|
|
4.9
|
|
|
4.9
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Weighted average effect of dilutive securities:
|
|
|
|
|
|
|
|
|
|
||||||
Convertible notes
|
1.8
|
|
|
1.8
|
|
|
1.8
|
|
|
1.8
|
|
||||
Convertible preferred stock:
|
|
|
|
|
|
|
|
|
|
||||||
Equivalent common shares (b)
|
13.7
|
|
|
4.3
|
|
|
10.5
|
|
|
3.5
|
|
||||
Less: share issuance limitation (c)
|
12.8
|
|
|
3.4
|
|
|
9.6
|
|
|
2.6
|
|
||||
Net allowable common shares
|
0.9
|
|
|
0.9
|
|
|
0.9
|
|
|
0.9
|
|
||||
Subtotal
|
2.7
|
|
|
2.7
|
|
|
2.7
|
|
|
2.7
|
|
||||
Less: shares excluded in a period of a net loss or antidilution
|
2.7
|
|
|
2.7
|
|
|
2.7
|
|
|
2.7
|
|
||||
Weighted average effect of dilutive securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Denominator for diluted calculation
|
4.9
|
|
|
4.9
|
|
|
4.9
|
|
|
4.9
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per share from continuing operations – basic and diluted
|
$
|
(9.04
|
)
|
|
$
|
1.02
|
|
|
$
|
(22.22
|
)
|
|
$
|
(23.75
|
)
|
Net income (loss) per share from discontinued operations – basic and diluted
|
$
|
—
|
|
|
$
|
(0.10
|
)
|
|
$
|
4.43
|
|
|
$
|
0.02
|
|
Net income (loss) per share – basic and diluted
|
$
|
(9.04
|
)
|
|
$
|
0.92
|
|
|
$
|
(17.79
|
)
|
|
$
|
(23.73
|
)
|
(a)
|
The numerators are subject to increase for interest expense on convertible notes and convertible preferred stock dividends, net of tax, of
$5.1 million
in the three months ended September 30, 2013 and
$15.2 million
in the nine months ended September 30, 2013. The tax rate is the statutory rate. Net interest expense on convertible notes and convertible preferred stock dividends was
$4.9 million
in the three months ended September 30, 2012 and
$14.4 million
in the nine months ended September 30, 2012.
|
(b)
|
The number of equivalent common shares for the convertible preferred stock is based on the arithmetic average of the daily volume weighted average prices per share of common stock for each of the last 20 trading days, and is determined as of the beginning of the period for purposes of calculating diluted net income per share.
|
(c)
|
Prior to obtaining shareholder approval, the preferred stock may not be converted into an aggregate number of shares of common stock in excess of
19.99%
of the shares of our common stock outstanding on May 25, 2010 (approximately
0.9 million
shares adjusted to take into account the 1-for-25 reverse stock split), in compliance with the rules of the New York Stock Exchange. If a share issuance limitation were to exist at the time of share conversion or sale, any preferred stock shares subject to the share issuance limitation would be subject to optional or mandatory redemption for, at USEC's option, cash or SWU consideration. However, USEC’s ability to redeem may be limited by Delaware law.
|
|
Three Months Ended
September 30, |
|
|
Nine Months Ended
September 30, |
|
||||||||||||||
|
2013
|
|
|
2012
|
|
|
2013
|
|
|
2012
|
|
||||||||
Options excluded from diluted net income per share
|
1,000
|
|
|
|
111,000
|
|
|
|
1,000
|
|
|
|
111,000
|
|
|
||||
Warrants excluded from diluted net income per share
|
250,000
|
|
|
|
250,000
|
|
|
|
250,000
|
|
|
|
250,000
|
|
|
||||
Exercise price of excluded options
|
$
|
177.50
|
|
to
|
|
$
|
93.00
|
|
to
|
|
$
|
177.50
|
|
to
|
|
$
|
93.00
|
|
to
|
|
$
|
357.00
|
|
|
|
$
|
357.00
|
|
|
|
$
|
357.00
|
|
|
|
$
|
357.00
|
|
|
Exercise price of excluded warrants
|
$
|
187.50
|
|
|
|
$
|
187.50
|
|
|
|
$
|
187.50
|
|
|
|
$
|
187.50
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Beginning balance
|
$
|
(196.5
|
)
|
|
$
|
(254.3
|
)
|
|
$
|
(291.9
|
)
|
|
$
|
(262.5
|
)
|
|
|
|
|
|
|
|
|
||||||||
Gain arising during the period
|
—
|
|
|
—
|
|
|
138.3
|
|
|
—
|
|
||||
Amortization of actuarial (gains) losses, net (a)
|
2.6
|
|
|
6.2
|
|
|
15.5
|
|
|
18.2
|
|
||||
Amortization of prior service costs (a)
|
—
|
|
|
0.3
|
|
|
0.7
|
|
|
1.1
|
|
||||
Total reclassifications for the period, before tax
|
2.6
|
|
|
6.5
|
|
|
154.5
|
|
|
19.3
|
|
||||
Income tax (expense) benefit
|
(1.5
|
)
|
|
(2.4
|
)
|
|
(58.0
|
)
|
|
(7.0
|
)
|
||||
Amounts reclassified from accumulated other comprehensive income (loss), net of tax
|
1.1
|
|
|
4.1
|
|
|
96.5
|
|
|
12.3
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Ending balance
|
$
|
(195.4
|
)
|
|
$
|
(250.2
|
)
|
|
$
|
(195.4
|
)
|
|
$
|
(250.2
|
)
|
(a)
|
These items reclassified from accumulated other comprehensive income (loss) are included in the computation of net benefit costs as detailed in Note 11.
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
|
(millions)
|
||||||||||||||
Revenue
|
|
|
|
|
|
|
|
||||||||
LEU segment:
|
|
|
|
|
|
|
|
||||||||
Separative work units
|
$
|
295.8
|
|
|
$
|
559.5
|
|
|
$
|
853.4
|
|
|
$
|
1,444.6
|
|
Uranium
|
3.8
|
|
|
—
|
|
|
45.3
|
|
|
3.6
|
|
||||
|
299.6
|
|
|
559.5
|
|
|
898.7
|
|
|
1,448.2
|
|
||||
Contract services segment
|
4.2
|
|
|
3.5
|
|
|
10.3
|
|
|
10.6
|
|
||||
|
$
|
303.8
|
|
|
$
|
563.0
|
|
|
$
|
909.0
|
|
|
$
|
1,458.8
|
|
|
|
|
|
|
|
|
|
||||||||
Segment Gross Profit (Loss)
|
|
|
|
|
|
|
|
|
|
||||||
LEU segment
|
$
|
(30.8
|
)
|
|
$
|
36.7
|
|
|
$
|
(63.7
|
)
|
|
$
|
83.8
|
|
Contract services segment
|
0.8
|
|
|
(0.1
|
)
|
|
0.1
|
|
|
(0.3
|
)
|
||||
Gross profit (loss)
|
$
|
(30.0
|
)
|
|
$
|
36.6
|
|
|
$
|
(63.6
|
)
|
|
$
|
83.5
|
|
•
|
sales of the SWU component of LEU,
|
•
|
sales of both the SWU and uranium components of LEU, and
|
•
|
sales of uranium.
|
|
September 30, 2013
|
|
June 30,
2013
|
|
December 31, 2012
|
|
September 30, 2012
|
||||||||
SWU:
|
|
|
|
|
|
|
|
||||||||
Long-term price indicator ($/SWU)
|
$
|
114.00
|
|
|
$
|
120.00
|
|
|
$
|
135.00
|
|
|
$
|
140.00
|
|
Spot price indicator ($/SWU)
|
101.00
|
|
|
110.00
|
|
|
120.00
|
|
|
125.00
|
|
||||
UF
6
:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Long-term price composite ($/KgU)
|
149.26
|
|
|
165.68
|
|
|
165.68
|
|
|
176.13
|
|
||||
Spot price indicator ($/KgU)
|
100.00
|
|
|
113.50
|
|
|
123.50
|
|
|
130.00
|
|
|
No. of Employees
|
|||||||
Location
|
Sept. 30,
2013
|
|
Dec. 31,
2012
|
|
Dec. 31,
2011
|
|||
Paducah, KY
|
923
|
|
|
1,133
|
|
|
1,194
|
|
Piketon, OH
|
333
|
|
|
311
|
|
|
335
|
|
Oak Ridge, TN
|
170
|
|
|
171
|
|
|
190
|
|
Norcross, GA
|
—
|
|
|
67
|
|
|
68
|
|
Bethesda, MD
|
84
|
|
|
88
|
|
|
98
|
|
Total Employees
|
1,510
|
|
|
1,770
|
|
|
1,885
|
|
Amounts Related to
|
Date of Claim
|
Amount of Claim
|
DOE Response
|
Periods through December 31, 2009
|
December 2, 2011
|
$11.2 million
|
Denied by DOE contracting officer in letter dated June 1, 2012
|
Year ended December 31, 2010
|
February 16, 2012
|
$9.0 million
|
Denied by DOE contracting officer in letter dated August 15, 2012
|
Year ended December 31, 2011
|
May 8, 2012
|
$17.8 million
|
Denied by DOE contracting officer in letter dated August 15, 2012
|
Pension costs and postretirement benefit cost resulting from the closure of Portsmouth
|
August 30, 2013
|
$42.8 million
|
Pending
|
|
Three Months Ended September 30,
|
|
|
|
|
|||||||||
|
2013
|
|
2012
|
|
Change
|
|
%
|
|||||||
LEU segment
|
|
|
|
|
|
|
|
|||||||
Revenue:
|
|
|
|
|
|
|
|
|||||||
SWU revenue
|
$
|
295.8
|
|
|
$
|
559.5
|
|
|
$
|
(263.7
|
)
|
|
(47
|
)%
|
Uranium revenue
|
3.8
|
|
|
—
|
|
|
3.8
|
|
|
-
|
|
|||
Total
|
299.6
|
|
|
559.5
|
|
|
(259.9
|
)
|
|
(46
|
)%
|
|||
Cost of sales
|
330.4
|
|
|
522.8
|
|
|
192.4
|
|
|
37
|
%
|
|||
Gross profit (loss)
|
$
|
(30.8
|
)
|
|
$
|
36.7
|
|
|
$
|
(67.5
|
)
|
|
(184
|
)%
|
|
|
|
|
|
|
|
|
|||||||
Contract services segment
|
|
|
|
|
|
|
|
|
|
|
|
|||
Revenue
|
$
|
4.2
|
|
|
$
|
3.5
|
|
|
$
|
0.7
|
|
|
20
|
%
|
Cost of sales
|
3.4
|
|
|
3.6
|
|
|
0.2
|
|
|
6
|
%
|
|||
Gross profit (loss)
|
$
|
0.8
|
|
|
$
|
(0.1
|
)
|
|
$
|
0.9
|
|
|
900
|
%
|
|
|
|
|
|
|
|
|
|||||||
Total
|
|
|
|
|
|
|
|
|
|
|
|
|||
Revenue
|
$
|
303.8
|
|
|
$
|
563.0
|
|
|
$
|
(259.2
|
)
|
|
(46
|
)%
|
Cost of sales
|
333.8
|
|
|
526.4
|
|
|
192.6
|
|
|
37
|
%
|
|||
Gross profit (loss)
|
$
|
(30.0
|
)
|
|
$
|
36.6
|
|
|
$
|
(66.6
|
)
|
|
(182
|
)%
|
|
Nine Months Ended September 30,
|
|
|
|
|
|||||||||
|
2013
|
|
2012
|
|
Change
|
|
%
|
|||||||
LEU segment
|
|
|
|
|
|
|
|
|||||||
Revenue:
|
|
|
|
|
|
|
|
|||||||
SWU revenue
|
$
|
853.4
|
|
|
$
|
1,444.6
|
|
|
$
|
(591.2
|
)
|
|
(41
|
)%
|
Uranium revenue
|
45.3
|
|
|
3.6
|
|
|
41.7
|
|
|
1,158
|
%
|
|||
Total
|
898.7
|
|
|
1,448.2
|
|
|
(549.5
|
)
|
|
(38
|
)%
|
|||
Cost of sales
|
962.4
|
|
|
1,364.4
|
|
|
402.0
|
|
|
29
|
%
|
|||
Gross profit (loss)
|
$
|
(63.7
|
)
|
|
$
|
83.8
|
|
|
$
|
(147.5
|
)
|
|
(176
|
)%
|
|
|
|
|
|
|
|
|
|||||||
Contract services segment
|
|
|
|
|
|
|
|
|
|
|
|
|||
Revenue
|
$
|
10.3
|
|
|
$
|
10.6
|
|
|
$
|
(0.3
|
)
|
|
(3
|
)%
|
Cost of sales
|
10.2
|
|
|
10.9
|
|
|
0.7
|
|
|
6
|
%
|
|||
Gross profit (loss)
|
$
|
0.1
|
|
|
$
|
(0.3
|
)
|
|
$
|
0.4
|
|
|
133
|
%
|
|
|
|
|
|
|
|
|
|||||||
Total
|
|
|
|
|
|
|
|
|
|
|
|
|||
Revenue
|
$
|
909.0
|
|
|
$
|
1,458.8
|
|
|
$
|
(549.8
|
)
|
|
(38
|
)%
|
Cost of sales
|
972.6
|
|
|
1,375.3
|
|
|
402.7
|
|
|
29
|
%
|
|||
Gross profit (loss)
|
$
|
(63.6
|
)
|
|
$
|
83.5
|
|
|
$
|
(147.1
|
)
|
|
(176
|
)%
|
|
Three Months Ended September 30,
|
|
|
|
|
|||||||||
|
2013
|
|
2012
|
|
Change
|
|
%
|
|||||||
Cost of sales for the LEU segment:
|
|
|
|
|
|
|
|
|||||||
SWU and uranium
|
$
|
282.7
|
|
|
$
|
516.7
|
|
|
$
|
234.0
|
|
|
45
|
%
|
Non-production expenses
|
47.7
|
|
|
6.1
|
|
|
(41.6
|
)
|
|
(682
|
)%
|
|||
Total
|
$
|
330.4
|
|
|
$
|
522.8
|
|
|
$
|
192.4
|
|
|
37
|
%
|
|
Nine Months Ended September 30,
|
|
|
|
|
|||||||||
|
2013
|
|
2012
|
|
Change
|
|
%
|
|||||||
Cost of sales for the LEU segment:
|
|
|
|
|
|
|
|
|||||||
SWU and uranium
|
$
|
839.0
|
|
|
$
|
1,351.7
|
|
|
$
|
512.7
|
|
|
38
|
%
|
Non-production expenses
|
123.4
|
|
|
12.7
|
|
|
(110.7
|
)
|
|
(872
|
)%
|
|||
Total
|
$
|
962.4
|
|
|
$
|
1,364.4
|
|
|
$
|
402.0
|
|
|
29
|
%
|
-
|
Site expenses, including lease turnover activities and Paducah and Portsmouth retiree benefit costs, of $37.4 million in the three months and $63.8 million in the nine months ended September 30, 2013. Following the cessation of enrichment at the Paducah GDP, costs for plant activities that formerly were capitalized as production costs are now charged directly to cost of sales including inventory management and disposition, ongoing regulatory compliance, utility requirements for operations, security, and other site management activities related to transition of facilities and infrastructure.
|
-
|
Accelerated asset charges of $5.3 million and $13.5 million in the three and nine months ended September 30, 2013, respectively, and $2.8 million in the three and nine months ended September 30, 2012. Beginning in the fourth quarter of 2012, the expected productive life of property, plant and equipment at the Paducah GDP was reduced from the lease term ending June 2016 to an accelerated basis ending December 2014. In addition, beginning in the third quarter of 2012, costs that would have been previously treated as construction work in progress are treated similar to maintenance and repair costs because of the shorter expected productive life of the Paducah GDP. The expected productive life of the Paducah GDP was further reduced following the ceasing of enrichment at the end of May 2013. In general, these assets, depending on their continuing economic life, are now expected to be useful only through the first or second quarters of 2014;
|
-
|
Inventory valuation adjustments of $5.0 million in the three months and $15.0 million in the nine months ended September 30, 2013. Inventories of SWU and uranium are valued at lower of cost or market. In the three-month period, a uranium inventory valuation adjustment of $5.0 million was charged to cost of sales to reflect declines in uranium market price indicators. The nine-month period also included the expense of $7.7 million of residual uranium contained in certain cylinders that will be transferred to DOE. We determined that it was currently uneconomic to recover this residual uranium for resale. In addition, certain materials and supplies used in the enrichment process with a book value of $2.3 million were expensed following the termination of enrichment at the end of the second quarter 2013;
|
-
|
Asset retirement charges of $19.3 million in the nine months ended September 30, 2013 for property, plant and equipment formerly used in the enrichment process at the Paducah GDP;
|
-
|
Power contract losses of $11.8 million in the nine months ended September 30, 2013. In anticipation of a potential short-term extension of uranium enrichment at the Paducah GDP, we purchased approximately 700 megawatts of power for the period from June 1 through September 30, 2013 from several power providers. Due to falling prices in power markets following the purchase of this power, as part of agreements to unwind these purchases, we incurred expenses of approximately $11.8 million.
|
|
Three Months Ended September 30,
|
|
|
|
|
|||||||||
|
2013
|
|
2012
|
|
Change
|
|
%
|
|||||||
Gross profit (loss)
|
$
|
(30.0
|
)
|
|
$
|
36.6
|
|
|
$
|
(66.6
|
)
|
|
(182
|
)%
|
Advanced technology costs
|
44.5
|
|
|
44.9
|
|
|
0.4
|
|
|
1
|
%
|
|||
Selling, general and administrative
|
11.2
|
|
|
11.3
|
|
|
0.1
|
|
|
1
|
%
|
|||
Special charges for workforce reductions and advisory costs
|
3.5
|
|
|
1.5
|
|
|
(2.0
|
)
|
|
(133
|
)%
|
|||
Other (income)
|
(35.9
|
)
|
|
(34.6
|
)
|
|
1.3
|
|
|
4
|
%
|
|||
Operating income (loss)
|
(53.3
|
)
|
|
13.5
|
|
|
(66.8
|
)
|
|
(495
|
)%
|
|||
Interest expense
|
9.5
|
|
|
12.3
|
|
|
2.8
|
|
|
23
|
%
|
|||
Interest (income)
|
—
|
|
|
(0.2
|
)
|
|
(0.2
|
)
|
|
(100
|
)%
|
|||
Income (loss) from continuing operations before income taxes
|
(62.8
|
)
|
|
1.4
|
|
|
(64.2
|
)
|
|
(4,586
|
)%
|
|||
Provision (benefit) for income taxes
|
(18.5
|
)
|
|
(3.6
|
)
|
|
14.9
|
|
|
414
|
%
|
|||
Net income (loss) from continuing operations
|
(44.3
|
)
|
|
5.0
|
|
|
(49.3
|
)
|
|
(986
|
)%
|
|||
Net income (loss) from discontinued operations
|
—
|
|
|
(0.5
|
)
|
|
0.5
|
|
|
100
|
%
|
|||
Net income (loss)
|
$
|
(44.3
|
)
|
|
$
|
4.5
|
|
|
$
|
(48.8
|
)
|
|
(1,084
|
)%
|
|
Nine Months Ended September 30,
|
|
|
|
|
|||||||||
|
2013
|
|
2012
|
|
Change
|
|
%
|
|||||||
Gross profit (loss)
|
$
|
(63.6
|
)
|
|
$
|
83.5
|
|
|
$
|
(147.1
|
)
|
|
(176
|
)%
|
Advanced technology costs
|
150.0
|
|
|
167.0
|
|
|
17.0
|
|
|
10
|
%
|
|||
Selling, general and administrative
|
36.0
|
|
|
38.1
|
|
|
2.1
|
|
|
6
|
%
|
|||
Special charges for workforce reductions and advisory costs
|
9.6
|
|
|
11.1
|
|
|
1.5
|
|
|
14
|
%
|
|||
Other (income)
|
(124.2
|
)
|
|
(44.6
|
)
|
|
79.6
|
|
|
178
|
%
|
|||
Operating (loss)
|
(135.0
|
)
|
|
(88.1
|
)
|
|
(46.9
|
)
|
|
(53
|
)%
|
|||
Interest expense
|
32.1
|
|
|
37.7
|
|
|
5.6
|
|
|
15
|
%
|
|||
Interest (income)
|
(0.4
|
)
|
|
(0.4
|
)
|
|
—
|
|
|
-
|
|
|||
(Loss) from continuing operations before income taxes
|
(166.7
|
)
|
|
(125.4
|
)
|
|
(41.3
|
)
|
|
(33
|
)%
|
|||
Provision (benefit) for income taxes
|
(57.8
|
)
|
|
(9.0
|
)
|
|
48.8
|
|
|
542
|
%
|
|||
Net (loss) from continuing operations
|
(108.9
|
)
|
|
(116.4
|
)
|
|
7.5
|
|
|
6
|
%
|
|||
Net income from discontinued operations
|
21.7
|
|
|
0.1
|
|
|
21.6
|
|
|
-
|
|
|||
Net (loss)
|
$
|
(87.2
|
)
|
|
$
|
(116.3
|
)
|
|
$
|
29.1
|
|
|
25
|
%
|
•
|
The timing and amount of potential severance costs, pension and postretirement benefit costs and other costs related to the transition of the Paducah GDP;
|
•
|
The timing of recognition of previously deferred revenue;
|
•
|
Movement and timing of customer orders;
|
•
|
Changes to SWU and uranium price indicators, and changes in inflation that can affect the price of SWU billed to customers; and
|
•
|
Potential severance costs and contractual termination penalties and other related costs related to a potential demobilization or termination of the American Centrifuge project if additional government support is not obtained.
|
|
Nine Months Ended
September 30, |
||||||
|
2013
|
|
2012
|
||||
Net Cash Provided by (Used in) Operating Activities
|
$
|
(104.6
|
)
|
|
$
|
180.5
|
|
Net Cash Provided by Investing Activities
|
25.7
|
|
|
95.8
|
|
||
Net Cash (Used in) Financing Activities
|
(85.6
|
)
|
|
(10.6
|
)
|
||
Net Increase (Decrease) in Cash and Cash Equivalents
|
$
|
(164.5
|
)
|
|
$
|
265.7
|
|
|
September 30, 2013
|
|
December 31, 2012
|
||||
|
(millions)
|
||||||
Cash and cash equivalents
|
$
|
128.4
|
|
|
$
|
292.9
|
|
Accounts receivable, net
|
158.7
|
|
|
134.8
|
|
||
Inventories, net
|
700.9
|
|
|
643.2
|
|
||
Credit facility term loan, current
|
—
|
|
|
(83.2
|
)
|
||
Convertible preferred stock
|
(110.4
|
)
|
|
(100.5
|
)
|
||
Other current assets and liabilities, net
|
(450.6
|
)
|
|
(345.1
|
)
|
||
Working capital
|
$
|
427.0
|
|
|
$
|
542.1
|
|
|
September 30, 2013
|
|
December 31, 2012
|
||||
|
(millions)
|
||||||
Borrowings under the revolving credit facility
|
$
|
—
|
|
|
$
|
—
|
|
Term loan
|
—
|
|
|
83.2
|
|
||
Letters of credit
|
1.6
|
|
|
14.7
|
|
||
Available credit
|
—
|
|
|
87.1
|
|
|
September 30, 2013
|
|
December 31, 2012
|
||||
|
|
|
|
||||
Decontamination and decommissioning of American Centrifuge
|
$
|
29.4
|
|
|
$
|
23.0
|
|
Stored wastes
|
10.4
|
|
|
13.2
|
|
||
Other financial assurance
|
5.7
|
|
|
17.5
|
|
||
Total financial assurance
|
$
|
45.5
|
|
|
$
|
53.7
|
|
Letters of credit
|
1.6
|
|
|
14.7
|
|
||
Surety bonds
|
43.9
|
|
|
39.0
|
|
||
|
|
|
|
||||
Cash collateral deposit for surety bonds
|
$
|
39.8
|
|
|
$
|
22.3
|
|
•
|
Site expenses, including lease turnover activities
. We expect to incur significant costs in connection with the return of leased facilities to DOE. Site expenses, including lease turnover activities and Paducah and Portsmouth retiree benefit costs, were $37.4 million in the three months and $63.8 million in the nine months ended September 30, 2013. Following the cessation of enrichment at the Paducah GDP, costs for plant activities that formerly were capitalized as production costs are now charged directly to cost of sales including inventory management and disposition, ongoing regulatory compliance, utility requirements for operations, security, and other site management activities related to transition of facilities and infrastructure. As of September 30, 2013, we have accrued current liabilities for lease turnover costs related to the Paducah GDP totaling approximately $32.2 million. Lease turnover costs are costs incurred in returning the GDP to DOE in accordance with the lease, including removing nuclear material as required and removing USEC-generated waste. Our actual lease turnover costs could be greater than anticipated, which could result in additional demands on our liquidity and could negatively impact our results of operations. In addition, other activities that will increase our cost of sales as we transition after ceasing enrichment include inventory management and disposition, ongoing regulatory compliance, utility requirements for operations, security, and other site management activities related to transition of leased areas and infrastructure. For a period of time we will still need to lease certain areas used for ongoing operations such as shipping and handling, inventory management and site services, including deliveries to customers of our inventory of low enriched uranium ("LEU"), return or relocation of unused inventories owned by USEC or by customers and others with accounts at USEC, and receipt of Russian material through 2013 under the Russian Contract, or beyond under the Russian Supply Agreement. We are currently evaluating the most cost effective manner of conducting operations at the Paducah GDP to minimize ongoing costs and are in discussions with DOE regarding the timing of our de-lease of facilities at the Paducah GDP. However, we may not be able to reach an agreement with DOE on favorable terms or in the timeframe needed and could have greater than anticipated transition expenses. In addition, we have no assurance that we will reach agreement with DOE on a de-lease schedule that would be cost efficient or meet our timing for deliveries of inventories to customers, fabricators and others.
|
•
|
Severance costs
. We also expect to incur significant severance costs in connection with ceasing enrichment at the Paducah GDP. During the second quarter of 2013, we initiated an initial workforce reduction of 140 employees that was substantially completed in August 2013. On September 30, 2013, our senior management authorized an additional workforce reduction of approximately 90 Paducah employees. This workforce reduction is expected to occur between October 2013 and January 2014 and we currently estimate that we could incur employee related severance costs of approximately $1.6 million to $2.4 million for this expected workforce reduction depending on the seniority of the workers and the final number of employees severed. Additional layoffs are expected to occur in stages through 2014 depending on business needs to manage inventory, fulfill customer orders, meet regulatory requirements and transition the site back to DOE in a safe and orderly manner. We currently estimate that we could
|
•
|
Pension and Postretirement benefit costs
. We are engaged in discussions with the Pension Benefit Guaranty Corporation ("PBGC") regarding their assertion that the Portsmouth site transition is a cessation of operations that triggers liability under Employee Retirement Income Security Act of 1974, as amended ("ERISA"), Section 4062(e). We are also in discussions with the PBGC regarding the cessation of enrichment at the Paducah GDP and related transition of employees including reductions in force. Given the significant number of employees at Paducah, the amount of any potential liability related to such a transition could be more significant than the preliminary PBGC calculation of the potential ERISA Section 4062(e) liability in connection with the Portsmouth site transition of approximately $130 million. See the Risk Factor in Part I, Item 1A of our Annual Report on Form 10-K “
Our defined benefit pension plans are underfunded and we could be required to place an amount in escrow or purchase a bond with respect to such underfunding that could adversely affect our liquidity.”
|
•
|
We expect there to be a transition period of several years, until the American Centrifuge Plant (“ACP”) could be in commercial operations, during which we are no longer enriching uranium but are making sales from our existing inventory, from our future purchases under the supply agreement entered into with Russia in March 2011 for the supply of commercial Russian LEU (the “Russian Supply Agreement”) and from other potential sources of supply. We are seeking to minimize the period of transition until we have a new source of domestic U.S. enrichment production. However, we do not currently have a definitive timeline for the ACP deployment to provide this source of production and the economics of the American Centrifuge project and the Russian Supply Agreement are severely challenged as a result of current enrichment market conditions. Absent a definitive timeline for the ACP deployment, the cessation of enrichment at Paducah could adversely affect our efforts to pursue the American Centrifuge project, to implement the Russian Supply Agreement or to pursue other options, and could threaten our overall viability.
|
•
|
The cessation of enrichment at Paducah could also adversely affect our relationships with a variety of stakeholders, including customers. Customers could ask us to provide adequate assurances of performance under existing contracts that could adversely affect our business. Customers may also not be willing to modify existing contracts, some of which may need to be revised to permit acceptance of LEU from our anticipated supply sources during the transition period. Ceasing enrichment at Paducah could also adversely affect our ability to enter into new contracts with customers, including our ability to contract for the output of the ACP and sell the material we purchase under the Russian Supply Agreement. We maintain substantial inventories of separative work units ("SWU") from our production and from deliveries under the commercial agreement with the Russian entity TENEX to implement the Megatons to Megawatts program that we carefully monitor to ensure we can meet our commitments. Our ability to maintain inventories and to make deliveries needed to monetize these inventories in order to meet our liquidity requirements could be adversely affected if we lost our right to lease the portions of the Paducah GDP where the inventories are held and could not find alternative space where inventories could be kept and delivered.
|
•
|
We also have no assurance that we will be able to continue to lease portions of the Paducah GDP. Under the 2002 DOE-USEC Agreement, DOE can transition operations of Paducah from USEC operation to ensure the continuity of domestic enrichment operations and the fulfillment of supply contracts in the event we cease enrichment operations at Paducah prior to six months before USEC has the permanent addition of 3.5 million SWU per year of new capacity installed based on advanced enrichment technology. We are in discussions with DOE regarding an agreement related to the transition of the Paducah GDP and while we believe that maintaining USEC's access to the Paducah GDP would be the
|
•
|
Our operating needs, which could be affected by the timing and amount of customer sales and purchases of Russian LEU and are subject to uncertainty. Consistent with prior years, our payments to Russia for SWU in the first quarter of 2014 are expected to exceed our cash receipts from customers in that quarter, putting pressure on our liquidity in mid-2014 until deliveries to customers under our backlog occur later in the year. Our $110.0 million credit facility matured on September 30, 2013 and was not replaced. Our working capital requirements are substantially reduced as a result of the conclusion of the Russian Contract in 2013 and the cessation of enrichment at the Paducah GDP as of May 31, 2013. However our working capital requirements could be greater than anticipated and our ability to manage unanticipated expenses or delays in customer orders or payments is reduced without a credit facility, which could adversely affect our liquidity. We intend to work with customers to modify delivery schedules to provide additional liquidity and working capital for our operating needs. However, we have no assurance that we will continue to be successful in advancing orders as may be needed. We could also be adversely impacted by potential delays or cancellations in customer deliveries, including Japanese customers who are affected by the prolonged outage of Japanese reactors;
|
•
|
The level of expenditures for the American Centrifuge project, including the availability of any additional government funding of the American Centrifuge project after the conclusion of the research, development and demonstration ("RD&D") program, which is scheduled to be completed by December 31, 2013, and the potential demobilization or termination costs if post-RD&D funding is not available or if USEC determines there is no longer a viable path to commercialization of the American Centrifuge project. In light of our liquidity, we do not have the ability to continue to fund the American Centrifuge project at its current levels beyond the end of 2013 and we anticipate that funding will be needed for the project for the period from completion of the RD&D program until the receipt of financing for commercial deployment. We could make a decision to demobilize or terminate the project in the near term, which would result in severance costs, contractual commitments, contractual termination penalties and other related costs which could impose significant demands on our liquidity, and could also give rise to events that, individually or in the aggregate, impose significant demands on our liquidity. (See the Risk Factor above, “
Current enrichment market conditions are severely challenging the economics of the American Centrifuge project and our ability to finance and proceed with commercialization of the project, and we do not currently have any funding in place for the project following completion of the research, development and demonstration (“RD&D”) program in December 2013; we could demobilize or terminate the project in the near term, which could have a material adverse effect on our liquidity, business and prospects
.”);
|
•
|
The amount and timing of transition expenses for the Paducah GDP and our ability to reach an acceptable agreement with DOE for the transition. Our lease turnover costs could be greater than anticipated, which
|
•
|
We are in discussions with the Pension Benefit Guaranty Corporation ("PBGC") regarding the impact of our de-lease of the Portsmouth GDP and related transition of employees on our defined benefit plan funding obligations as well as the impact of ceasing enrichment at the Paducah GDP and related transition of employees including reductions in force. We could face a potential liability under ERISA Section 4062(e) as a result of the Portsmouth de-lease, the Paducah transition, or as a result of a future decision with respect to the American Centrifuge project, which could put significant demands on our liquidity. (See the Risk Factor in Part I, Item 1A of our annual report on Form 10-K, “
Our defined benefit pension plans are underfunded and we could be required to place an amount in escrow or purchase a bond with respect to such underfunding that could adversely affect our liquidity
.”); and
|
•
|
Our ability to restructure our $530.0 million of convertible senior notes that mature on October 1, 2014 or that could be required to be repurchased at par for cash in the event of a de-listing of our common stock on the NYSE. We will need to restructure our convertible senior notes before their maturity date. We do not believe we would be able to refinance the convertible notes at maturity on terms acceptable to us or at all in light of our financial condition, credit rating, and anticipated available future cash flow from operations. We are engaged with our advisors and certain stakeholders on alternatives for a possible restructuring of our balance sheet which, among other things, if successful would be expected to address this convertible notes maturity. However, we have no assurance regarding the outcome of any discussions we pursue with creditors or other key stakeholders or the impact of any restructuring on our convertible senior notes. (See the Risk Factor in Part I, Item 1A of our annual report on Form 10-K, “
We could pursue a restructuring of our balance sheet which could adversely affect the holders of our common stock through dilution or loss in value
.”). If we are unable to restructure the convertible senior notes prior to October 1, 2014, we would be required to repay the convertible notes at maturity. We would likely not have sufficient available cash to meet this obligation. We could also be required to repurchase the convertible notes for cash in the event of a de-listing of our common stock on the NYSE, which we would not have adequate cash to do. (See the Risk Factor in Part I, Item 1A of our annual report on Form 10-K, “
Our $530.00 million of convertible senior notes mature on October 1, 2014. Although we may seek to restructure or refinance this obligation prior to maturity; we may not be successful and we would likely be unable to pay the notes at maturity; which would adversely affect our liquidity and prospects
.” and the Risk Factor above, “
Our failure to maintain compliance with the listing requirements of the New York Stock Exchange (NYSE) could result in a delisting of our common stock, which could require us to repurchase our $530 million of convertible notes for cash, which we would not have adequate cash to do
.”);
|
Period
|
|
(a) Total
Number of
Shares (or
Units)
Purchased(1)
|
|
(b)
Average
Price Paid
Per Share
(or Unit)
|
|
(c) Total Number
of Shares (or Units)
Purchased as Part
of Publicly
Announced Plans
or Programs
|
|
(d) Maximum Number
(or Approximate Dollar
Value) of Shares (or
Units) that May Yet Be
Purchased Under the
Plans or Programs
|
|
|
|
|
|
|
|
|
|
July 1 – July 31
|
|
—
|
|
—
|
|
—
|
|
—
|
August 1 – August 31
|
|
119
|
|
$19.05
|
|
—
|
|
—
|
September 1 – September 30
|
|
—
|
|
—
|
|
—
|
|
—
|
Total
|
|
119
|
|
$19.05
|
|
—
|
|
—
|
(1)
|
These purchases were not made pursuant to a publicly announced repurchase plan or program. Represents 119 shares of common stock surrendered to USEC to pay withholding taxes on shares of restricted stock under the Company’s equity incentive plan.
|
|
|
USEC Inc.
|
|
|
|
|
|
|
|
|
|
Date: November 5, 2013
|
By:
|
/s/ John C. Barpoulis
|
|
|
|
John C. Barpoulis
|
|
|
Senior Vice President and Chief Financial Officer
|
||
|
(Principal Financial Officer)
|
Exhibit No.
|
Description
|
|
|
10.1
|
Amendment No. 006 dated July 24, 2013 to the Cooperative Agreement (the “Cooperative Agreement”) dated June 12, 2012 between the U.S. Department of Energy and USEC Inc. and American Centrifuge Demonstration, LLC concerning the American Centrifuge Cascade Demonstration Test Program. (Certain information has been omitted and filed separately pursuant to a request for confidential treatment under Rule 24b-2). (a)
|
|
|
10.2
|
Amendment No. 007 dated September 23, 2013 to the Cooperative Agreement. (Certain information has been omitted and filed separately pursuant to a request for confidential treatment under Rule 24b-2). (a)
|
|
|
10.3
|
Fourth Amendment to Fourth Amended and Restated Credit Agreement dated as of July 19, 2013, by and among USEC Inc., United States Enrichment Corporation, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative and collateral agent. (a)
|
|
|
10.4
|
Amendment No. 002 dated July 29, 2013 to the Enriched Product Transitional Supply Contract dated March 23, 2011 between United States Enrichment Corporation and Joint Stock Company “Techsnabexport.” (Certain information has been omitted and filed separately pursuant to a request for confidential treatment under Rule 24b-2). (a)
|
|
|
10.5
|
Second Amendment dated July 25, 2013 to the USEC Inc. Pension Restoration Plan, as amended and restated effective January 1, 2008, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on July 26, 2013. (b)
|
|
|
31.1
|
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a).
|
|
|
31.2
|
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a).
|
|
|
32.1
|
Certification of CEO and CFO pursuant to 18 U.S.C. Section 1350.
|
|
|
101
|
Consolidated condensed financial statements from the quarterly report on Form 10-Q for the quarter ended September 30, 2013, furnished in interactive data file (XBRL) format.
|
(a)
|
Filed herewith
|
(b)
|
Management contracts and compensatory plans and arrangements required to be filed as exhibits pursuant to Item 15(b) of this report.
|
1.
|
Line 2 of the Opening Page: Amendment No. is changed from 000 to 006.
|
2.
|
Line 9 of the Opening Page is deleted in its entirety and replaced with the following:
|
3.
|
Line 10 of the Opening Page is deleted in its entirety and replaced with the following:
|
4.
|
Line 11 of the Opening Page is deleted in its entirety and replaced with the following:
|
5.
|
Section 8.01 of the Agreement is deleted in its entirety and replaced with the following:
|
Award Period
|
DOE Method of Cost Share
|
Maximum DOE Incremental Amount of Cost Share Dollars
|
Budget Period 1 Funding Period 1 6/1/12-7/31/12
|
DOE assumption of 11,813 MT of DUF6 liability -
|
$26,410,272
(in the form of DUF6 liability assumed by DOE)
|
Budget Period 1 Funding Period 2 8/1/12-11/30/12
|
DOE assumption of up to 27,387 MT of DUF6 liability
|
$61,259,912
(in the form of DUF6 liability assumed by DOE)
|
Total for Budget Period 1
|
DOE assumption of up to 39,200 MT of DUF6 liability
|
$87,670,184
(in the form of DUF6 liability assumed by DOE)
|
Budget Period 2
Funding Period 1
12/1/12-3/12/13
|
Appropriated Funding
|
$45,720,000
|
Budget Period 2
Funding Period 2
3/13/13-6/15/13
|
DOE transfer to USEC Inc. of ***** KgU EUP containing ***** SWU as the SWU Component and approximately 408,833.614 KgU as the Feed Component with Recipient to return approximately 408,833.614 KgU Feed Component to DOE as set forth in Attachment H.
|
$44,378,055 (agreed value of
*****
SWU transferred as a component of the EUP transferred to USEC Inc.)
|
Budget Period 2
Funding Period 3
6/16/13-7/31/13 Estimated Government Cost Share
|
Appropriated Funding
|
$20,000,000
|
Budget Period 2
Funding Period 4
8/1/13-9/30/13 Estimated Government Cost Share
|
Appropriated Funding
|
$29,913,183
|
Budget Period 2
Funding Period 5
10/1/13-12/31/13 Estimated Government Cost Share
|
To be determined by DOE based upon the availability of appropriations or other sources of consideration
|
TBD
|
Total Estimated Government Cost Share for Budget Period 2
|
|
$192,329,816
|
6.
|
In accordance with Section 8.01 of the Agreement, the Recipient is authorized to expend unutilized funds from the previous Funding Period during Funding Period 4.
|
7.
|
All other terms and conditions of the Agreement remain the same.
|
1.
|
Line 2 of the Opening Page: Amendment No. is changed from 006 to 007.
|
2.
|
Section 8.01 of the Agreement is deleted in its entirety and replaced with the following:
|
Award Period
|
DOE Method of Cost Share
|
Maximum DOE Incremental Amount of Cost Share Dollars
|
Budget Period 1 Funding Period 1 6/1/12-7/31/12
|
DOE assumption of 11,813 MT of DUF6 liability -
|
$26,410,272
(in the form of DUF6 liability assumed by DOE)
|
Budget Period 1 Funding Period 2 8/1/12-11/30/12
|
DOE assumption of up to 27,387 MT of DUF6 liability
|
$61,259,912
(in the form of DUF6 liability assumed by DOE)
|
Total for Budget Period 1
|
DOE assumption of up to 39,200 MT of DUF6 liability
|
$87,670,184
(in the form of DUF6 liability assumed by DOE)
|
Budget Period 2
Funding Period 1
12/1/12-3/12/13
|
Appropriated Funding
|
$45,720,000
|
Budget Period 2
Funding Period 2
3/13/13-6/15/13
|
DOE transfer to USEC Inc. of ***** KgU EUP containing ***** SWU as the SWU Component and approximately 408,833.614 KgU as the Feed Component with Recipient to return approximately 408,833.614 KgU Feed Component to DOE as set forth in Attachment H.
|
$44,378,055 (agreed value of
*****
SWU transferred as a component of the EUP transferred to USEC Inc.)
|
Budget Period 2
Funding Period 3
6/16/13-7/31/13 Estimated Government Cost Share
|
Appropriated Funding
|
$20,000,000
|
Budget Period 2
Funding Period 4
8/1/13-10/15/13 Estimated Government Cost Share
|
Appropriated Funding
|
$29,913,183
|
Budget Period 2
Funding Period 5
10/16/13-12/31/13 Estimated Government Cost Share
|
To be determined by DOE based upon the availability of appropriations or other sources of consideration
|
TBD
|
Total Estimated Government Cost Share for Budget Period 2
|
|
$192,329,816
|
3.
|
Attachment G, Key Personnel of the Agreement is deleted in its entirety and replaced with Attachment 1 of this modification, entitled “Attachment 1 - Revised DE-NE0000530 Attachment G - Key Personnel”.
|
4.
|
All other terms and conditions of the Agreement remain the same.
|
1.
|
Section 1.16 of the CONTRACT is hereby replaced with the following:
|
2.
|
Section 1.18 of the CONTRACT is hereby modified by inserting “or transfer of title to Related Natural Uranium under Section 7.02(h)” after the phrase “Physical Delivery”.
|
3.
|
Section 1.29 of the CONTRACT is hereby replaced with the following:
|
4.
|
The following language shall be inserted at the end of Section 1.44:
|
5.
|
The first sentence of Section 7.02(a)(i) shall be replaced with the following:
|
6.
|
Section 7.02(a)(ii) shall be replaced with the following:
|
7.
|
Section 7.02(a)(iii) shall be replaced with the following:
|
8.
|
The introductory language in Section 7.02(c) is hereby replaced with the following: “All Related Natural Uranium not Delivered under Section 7.02(a), Section 7.02(b) or Section 7.02(h) shall be Delivered as follows:” and the term “USEC Facility” is hereby replaced with “*****” in all places where that term appears in Section 7.02(g).
|
9.
|
The following language shall be inserted at the end of Section 7.02:
|
10.
|
Section 7.03 is hereby modified by moving the “and” at the end of Section 7.03(a)(i) to the end of Section 7.03(a)(ii) and inserting the following new Section 7.03(a)(iii) at the end of Section 7.03(a):
|
11.
|
Section 7.04 is hereby modified by inserting the following additional sentence at the end of Section 7.04:
|
12.
|
The first sentence of Section 7.05 is hereby modified by inserting “or Section 7.02(h)” at the end of such sentence.
|
13.
|
The text of Section 7.09 is hereby replaced with the following: “Reserved.”
|
14.
|
The following sentence is hereby added to the end of Section 7.10:
|
15.
|
In Section 7.13, the phrase “*****” is hereby inserted after the phrase “except for reasons attributable to TENEX, its Affiliates, or persons acting on behalf of TENEX or its Affiliates”.
|
16.
|
In Appendix B, the phrase “or Section 7.02(c)” in Paragraph B-2 (h) and (j) is hereby replaced with “, Section 7.02(c) or Section 7.02(h)”.
|
17.
|
In Appendix E2, the introductory language of Paragraph E2-2 is hereby replaced with the following:
|
18.
|
In Appendix H:
|
19.
|
The following new subsection is hereby inserted at the end of Paragraph N-5:
|
20.
|
The forms listed in Sections 1.3-1.5 of Amendment No. 001 dated April 22, 2013 are replaced with the forms included in Exhibit 1 of this Amendment No. 002.
|
Joint Stock Company
“Techsnabexport”
ÎÀÎ «Òåõñíàáýêñïîðò»
|
Certificate of Quality and Quantity
Ñåðòèôèêàò êà÷åñòâà è êîëè÷åñòâà
For Enriched Product in 30B cylinder
Íà Îáîãàùåííûé Ïðîäóêò â êîíòåéíåðå òèïà 30Â
Document 1.1
Äîêóìåíò 1.1
|
Shipment No.
Îòïðàâêà ¹
Lot No.
Ïàðòèÿ ¹
|
||
BUYER:
ÏÎÊÓÏÀÒÅËÜ:
|
CONTRACT No
ÊÎÍÒÐÀÊÒ ¹
|
|||
30B cylinder No.
Êîíòåéíåð 30Â ¹
Valve/Plug seal Nos.
¹¹ ïëîìá íà âåíòèëå è çàãëóøêå
|
P-10 sample container (tube) Nos.
(for reference only)
Ïðîáîîòáîðíèêè òèïà P-10 ¹¹
(òîëüêî äëÿ ññûëêè)
|
|||
PSP /
×åõîë
No.
Seal /
Îòòèñê ïëîìáû
Nos.
|
|
|||
|
30B container
êîíòåéíåð 30Â
|
|||
30B cylinder gross weight (full), kg
Âåñ áðóòòî (çàïîëíåííûé), êã
|
|
|||
30B cylinder tare weight (empty), kg
Âåñ òàðû (ïóñòîé) , êã
|
|
|||
EUP net weight, kg (N)
Âåñ íåòòî,êã
|
|
|||
Weight of U contained in EUP, kg (M)
Âåñ ñîäåðæàùåãîñÿ óðàíà, êã
|
|
|||
M = N* F * A/100
|
|
Isotopic composition
Èçîòîïíûé ñîñòàâ
|
ASTM C 996
specification value
Òðåáîâàíèÿ ñïåöèôèêàöèè
ASTM C 996
|
Analyzed value
Âåëè÷èíà ïî àíàëèçó
|
U-235
|
|
|
U-232
|
|
|
U-234
|
|
|
U-236
|
|
|
Uranium Hexafluoride Content (A)
Ñîäåðæàíèå ãåêñàôòîðèäà óðàíà
|
|
|
Vapor pressure in the filled 30B container
Äàâëåíèå ïàðîâ â êîíòåéíåðå, çàïîëíåííîì UF6
|
|
|
Impurity elements /
Ýëåìåíòû ïðèìåñè
|
|
|
Boron
|
|
|
Silicon
|
|
|
Technetium-99
|
|
|
Total content of hydrocarbon, chlorocarbon
and partially substituted halohydrocarbon
Ñóììàðíîå ñîäåðæàíèå óãëåâîäîðîäîâ, õëîðóãëåðî-
äîâ è ÷àñòè÷íî çàìåùåííûõ ãàëîèäîóãëåâîäîðîäîâ
|
|
|
Joint Stock Company
“Techsnabexport”
ÎÀÎ «Òåõñíàáýêñïîðò»
|
Certificate of Quality and Quantity
Ñåðòèôèêàò êà÷åñòâà è êîëè÷åñòâà
For Enriched Product
in P-10 Sample Container (Tube)
Íà Îáîãàùåííûé Ïðîäóêò â ïðîáîîòáîðíèêå (òðóáêå)òèïà Ð-10
Document 1.2
Äîêóìåíò 1.2
|
|
|||
BUYER:
ÏÎÊÓÏÀÒÅËÜ:
|
CONTRACT No.
ÊÎÍÒÐÀÊÒ ¹
|
||||
30B Cylinder No.
Êîíòåéíåð 30Â ¹
(for reference only)
(òîëüêî äëÿ èíôîðìàöèè)
|
P-10 tube No. No.
P-10 òðóáêà ¹ ¹
Seal No
.
Ïëîìáà ¹
|
||||
Shipment /
Ïîñòàâêà
No.
Lot /
Ïàðòèÿ
No.
|
Transport drum No.
Òðàíñïîðòíûé ÿùèê ¹
Seal /
Îòòèñê ïëîìáû
No.
|
||||
|
P-10 tube
No.
Ð-10 òðóáêà
¹
|
P-10 tube
No.
Ð-10 òðóáêà
¹
|
|||
Gross weight (full) kg
Âåñ áðóòòî (çàïîëíåííûé), êã
|
|
|
|||
Gross weight (empty) kg
Âåñ áðóòòî (ïóñòîé) , êã
|
|
|
|||
Net weight (N) kg
Âåñ íåòòî, êã
|
|
|
|||
Weight contained U (M) kg
Âåñ ñîäåðæàùåãîñÿ óðàíà, êã
M = N* F * A/100
|
|
|
|||
Isotopic composition
Èçîòîïíûé ñîñòàâ
|
ASTM C 996 specification value
Òðåáîâàíèÿ ñïåöèôèêàöèè ASTM C 996
|
Analyzed value
Ðåçóëüòàòû àíàëèçà
|
|||
U-235
|
|
|
|||
U-232
|
|
|
|||
U-234
|
|
|
|||
U-236
|
|
|
|||
Uranium Hexafluoride Content (A)
Ñîäåðæàíèå ãåêñàôòîðèäà óðàíà
|
|
|
|||
Impurity elements
/
Ýëåìåíòû ïðèìåñè
|
|
|
|||
Boron
|
|
|
|||
Silicon
|
|
|
|||
Technetium-99
|
|
|
Total content of hydrocarbon, chlorocarbon
and partially substituted halohydrocarbon
Ñóììàðíîå ñîäåðæàíèå óãëåâîäîðîäîâ, õëîðóãëåðîäîâ è ÷àñòè÷íî çàìåùåííûõ ãàëîèäîóãëåâîäîðîäîâ
|
|
|
G1-2
|
Delivery Receipt Format for Delivery of Enriched Product
|
BUYER
ÏÎÊÓÏÀÒÅËÜ
|
Document 2.3.
Äîêóìåíò 2.3.
Delivery Receipt
Êâèòàíöèÿ ïîëó÷åíèÿ
PSPs containing Clean 30B cylinders
Çàùèòíûå ×åõëû, ñîäåðæàùèå
×èñòûå Êîíòåéíåðû òèïà 30Â
|
Contract
Êîíòðàêò
|
Consignor:
Ãðóçîîòïðàâèòåëü:
Consignee:
Ãðóçîïîëó÷àòåëü:
|
No.
|
PSP No.
Çàùèòíûé ×åõîë ¹
|
30B cylinder No.
Êîíòåéíåð 30Â ¹
|
Remarks
Ïðèìå÷àíèÿ
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Point of Delivery:
Ïóíêò Ïîñòàâêè:
Date of Delivery:
Äàòà Ïîñòàâêè:
|
Signed on behalf of Seller:
Ïîäïèñàíî çà Ïðîäàâöà:
Signed on behalf of Buyer:
Ïîäïèñàíî çà Ïîêóïàòåëÿ:
|
G1-5
|
Delivery Receipt Format for Delivery of Empty Sample Containers type P-10 in drums
|
BUYER
ÏÎÊÓÏÀÒÅËÜ
|
Document 2.4.
Äîêóìåíò 2.4.
Delivery Receipt
Êâèòàíöèÿ ïîëó÷åíèÿ
Empty Sample Containers type P-10 in drums
Ïóñòûå Ïðîáîîòáîðíèêè òèïà Ð-10 â áî÷îíêàõ
|
Contract
Êîíòðàêò
|
Consignor:
Ãðóçîîòïðàâèòåëü:
Consignee:
Ãðóçîïîëó÷àòåëü:
|
No.
|
Drum No.
Áî÷îíîê ¹
|
Sample Container No.
Ïðîáîîòáîðíèê ¹
|
|
No.
|
Drum No.
Áî÷îíîê ¹
|
Sample Container No.
Ïðîáîîòáîðíèê ¹
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
||
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
||
|
|
|
|
|
||
|
|
|
|
|
Point of Delivery:
Ïóíêò Ïîñòàâêè:
Date of Delivery:
Äàòà Ïîñòàâêè:
|
Signed on behalf of Seller:
Ïîäïèñàíî çà Ïðîäàâöà:
Signed on behalf of Buyer:
Ïîäïèñàíî çà Ïîêóïàòåëÿ:
|
1.
|
I have reviewed this quarterly report on Form 10-Q of USEC Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
November 5, 2013
|
/s/ John K. Welch
|
|
John K. Welch
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of USEC Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
November 5, 2013
|
/s/ John C. Barpoulis
|
|
John C. Barpoulis
|
|
Senior Vice President and Chief Financial Officer
|
November 5, 2013
|
/s/ John K. Welch
|
|
John K. Welch
|
|
President and Chief Executive Officer
|
November 5, 2013
|
/s/ John C. Barpoulis
|
|
John C. Barpoulis
|
|
Senior Vice President and Chief Financial Officer
|