|
Delaware
|
52-2107911
|
(State of incorporation)
|
(I.R.S. Employer Identification No.)
|
Title of each class
|
Name of each exchange on which registered
|
Common Stock, par value $.10 per share
|
NYSE MKT LLC
|
Large accelerated filer
|
o
|
Accelerated filer
|
o
|
Non-accelerated filer
|
o
|
Smaller reporting company
|
ý
|
|
|
|
Page
|
|
PART I
|
|
|
||
|
PART II
|
|
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PART III
|
|
|
PART IV
|
|
•
|
significantly reduce the gross profit impact of deferred revenues going forward;
|
•
|
result in the amortization of sales backlog and customer relationship intangible assets that were created at emergence; and
|
•
|
result in higher cost of sales as a result of increasing inventory values at emergence.
|
•
|
sales of the SWU component of LEU,
|
•
|
sales of both the SWU and uranium components of LEU, and
|
•
|
sales of natural uranium.
|
|
Successor
|
|
|
Predecessor
|
|
|
|
Predecessor
|
||||||||
|
Three Mos. Ended Dec. 31, 2014
|
|
|
Nine Mos. Ended Sep. 30, 2014
|
|
2014 Combined
|
|
2013
|
||||||||
United States
|
$
|
109.1
|
|
|
|
$
|
280.3
|
|
|
$
|
389.4
|
|
|
$
|
1,024.4
|
|
Foreign:
|
|
|
|
|
|
|
|
|
||||||||
Japan
|
14.4
|
|
|
|
74.8
|
|
|
89.2
|
|
|
105.6
|
|
||||
Other
|
0.1
|
|
|
|
35.4
|
|
|
35.5
|
|
|
177.5
|
|
||||
|
14.5
|
|
|
|
110.2
|
|
|
124.7
|
|
|
283.1
|
|
||||
Total revenue
|
$
|
123.6
|
|
|
|
$
|
390.5
|
|
|
$
|
514.1
|
|
|
$
|
1,307.5
|
|
|
Successor
|
|
|
Predecessor
|
|
|
|
Predecessor
|
||||||||
|
Three Mos. Ended Dec. 31, 2014
|
|
|
Nine Mos. Ended Sep. 30, 2014
|
|
2014 Combined
|
|
2013
|
||||||||
LEU segment revenue
|
$
|
101.8
|
|
|
|
$
|
347.5
|
|
|
$
|
449.3
|
|
|
$
|
1,294.1
|
|
Contract services segment revenue
|
21.8
|
|
|
|
43.0
|
|
|
64.8
|
|
|
13.4
|
|
||||
Total revenue
|
$
|
123.6
|
|
|
|
$
|
390.5
|
|
|
$
|
514.1
|
|
|
$
|
1,307.5
|
|
•
|
Urenco, a consortium of companies owned or controlled by the British and Dutch governments and by two German utilities;
|
•
|
a multinational consortium controlled by Areva, a company approximately 87% owned by the French government; and
|
•
|
the Russian government’s State Atomic Energy Corporation (“Rosatom”), which sells LEU through TENEX, a Russian government-owned entity.
|
|
|
No. of Employees
at December 31,
|
||||
Location
|
|
2014
|
|
2013
|
||
Piketon, OH
|
|
282
|
|
|
329
|
|
Oak Ridge, TN
|
|
145
|
|
|
167
|
|
Bethesda, MD
|
|
61
|
|
|
84
|
|
Paducah, KY
|
|
19
|
|
|
852
|
|
Total Employees
|
|
507
|
|
|
1,432
|
|
•
|
key suppliers could terminate their relationship or require financial assurances or enhanced performance;
|
•
|
trade creditors could require payment in advance or cash on delivery;
|
•
|
the ability to renew existing contracts and compete for new business may be adversely affected;
|
•
|
the ability to attract, motivate and/or retain key executives and employees may be adversely affected;
|
•
|
employees may be distracted from performance of their duties or more easily attracted to other employment opportunities;
|
•
|
competitors may take business away from us, as our ability to attract and retain customers may be negatively impacted;
|
•
|
the operations and relationships of our wholly owned subsidiary Enrichment Corp., even though not included as a debtor in the Chapter 11 bankruptcy proceedings, may suffer; and
|
•
|
other factors as discussed elsewhere in these risk factors.
|
•
|
significantly reduce the gross profit impact of deferred revenues going forward;
|
•
|
result in the amortization of sales backlog and customer relationship intangible assets that were created at emergence; and
|
•
|
result in higher cost of sales as a result of increasing inventory values at emergence.
|
•
|
the terms and conditions imposed by the documents governing our indebtedness could make it more difficult for us to satisfy our obligations to lenders and other creditors, resulting in possible defaults on and acceleration of such indebtedness or breaches of such other commitments;
|
•
|
we may be more vulnerable to adverse economic conditions and have less flexibility to plan for, or react to, changes in the nuclear enrichment industry which could place us at a competitive disadvantage compared to any industry competitors that have less debt or comparable debt at more favorable interest rates and that, as a result, may be better positioned to withstand economic downturns;
|
•
|
we may find it more difficult to obtain additional financing for future working capital, further development of the American Centrifuge project and other general corporate requirements; and
|
•
|
we will be required to dedicate a substantial portion of our cash resources to payments on the New Notes thereby reducing the availability of our cash for further development of the American Centrifuge project and to fund our operations, capital expenditures and future business opportunities;
|
•
|
There will be a transition period of at least several years until Centrus will have further clarity regarding its commercialization plans for the ACP. During this period, the Company will be making sales from its existing inventory and supply purchases. The Company has an objective of minimizing the period of transition until it has a new source of domestic U.S. enrichment production. However, there is currently no definitive timeline for the ACP deployment to provide this source of production and the economics of the American Centrifuge project are severely challenged as a result of current nuclear fuel market conditions. Absent a definitive timeline for deployment of the ACP, efforts to pursue the American Centrifuge project and our long-term LEU business could be adversely affected by this lack of certainty in timing and could threaten our overall viability.
|
•
|
The cessation of enrichment at the Paducah GDP could 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 anticipated supply sources during the transition period. The cessation of enrichment at the Paducah GDP 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 for the material purchased under the Russian Supply Agreement.
|
•
|
cause Centrus to implement worker layoffs and potentially lose additional key skilled personnel, all of whom have security clearances, which could be difficult to re-hire or replace, and incur severance and other termination costs;
|
•
|
cause Centrus to need to suspend or to terminate contracts with suppliers and contractors involved in the American Centrifuge project and make it more difficult to obtain key suppliers for the ACP and preserve the manufacturing infrastructure developed over the last several years; and
|
•
|
delay deployment of the American Centrifuge project and increase its overall cost, which could adversely affect the overall economics of the project and Centrus’ ability to successfully commercialize the American Centrifuge technology.
|
•
|
the ability to address DOE’s financial concerns to DOE’s satisfaction;
|
•
|
the ability to address any additional concerns that may be raised by DOE as part of its review of our loan guarantee application in the future;
|
•
|
the ability to demonstrate to DOE that we can obtain the capital needed to complete the ACP;
|
•
|
reliance on the continued support of our strategic investor, Toshiba, and obtaining access to financing from the Japanese export credit agencies;
|
•
|
the ability to reach agreement with DOE regarding the terms of a loan guarantee conditional commitment;
|
•
|
the outcome of any reviews of our loan guarantee application by the DOE credit group, the Office of Management and Budget, the Department of the Treasury and the National Economic Council, including uncertainty regarding our ability to achieve a manageable credit subsidy cost estimate and to fund any potential capital shortfall that would be created by a high credit subsidy cost; and
|
•
|
uncertainty regarding the continuation of the DOE Loan Guarantee Program, including the impact of defaults and related investigations under the DOE Loan Guarantee Program.
|
•
|
the performance and reliability of individual centrifuge components;
|
•
|
the availability and performance of plant support systems;
|
•
|
the operable lives of individual components and the level of maintenance required to sustain overall plant availability;
|
•
|
the ability to acquire or manufacture replacement parts for centrifuges or plant support systems when needed; and
|
•
|
differences in actual commercial plant conditions from the conditions used to establish and test design criteria.
|
•
|
LEU and uranium production levels and costs in the industry;
|
•
|
actions taken by governments to regulate, protect or promote trade in nuclear material, including the continuation of existing restrictions on unfairly priced imports;
|
•
|
actions taken by governments to narrow, reduce or eliminate limits on trade in nuclear material, including the decrease or elimination of existing restrictions on unfairly priced imports;
|
•
|
the release by governments of stockpiles of enriched and natural uranium without consideration of the adverse impact of the availability of those stockpiles on producers;
|
•
|
actions of competitors;
|
•
|
exchange rates;
|
•
|
availability and cost of alternate fuels; and
|
•
|
inflation.
|
•
|
accidents, terrorism or other incidents at nuclear facilities or involving shipments of nuclear materials;
|
•
|
regulatory actions or changes in regulations by nuclear regulatory bodies;
|
•
|
decisions by agencies, courts or other bodies that limit our ability to seek relief under applicable trade laws to offset unfair competition or pricing by foreign competitors;
|
•
|
disruptions in other areas of the nuclear fuel cycle, such as uranium supplies or conversion;
|
•
|
civic opposition to, or changes in government policies regarding, nuclear operations;
|
•
|
business decisions concerning reactors or reactor operations;
|
•
|
the need for generating capacity; or
|
•
|
consolidation within the electric power industry.
|
•
|
leases for the American Centrifuge facilities;
|
•
|
the 2002 DOE-USEC Agreement and other agreements that address issues relating to the domestic uranium enrichment industry and centrifuge technology; and
|
•
|
the ACTDO Agreement with UT-Battelle as operator of ORNL for DOE.
|
•
|
Redemption price or exchange value:
Generally, the redemption price or exchange value for any shares of our New Common Stock redeemed or exchanged would be their fair market value. However, if we redeem or exchange shares held by foreign persons or Contravening Persons and our Board in good faith determines that such person knew or should have known that its ownership would constitute a foreign ownership review event (other than shares for which our Board determined at the time of the person’s purchase that the ownership of, or exercise of rights with respect to, such shares did not at such time constitute an Adverse Regulatory Occurrence), the redemption price or exchange value is required to be the lesser of fair market value and the person’s purchase price for the shares redeemed or exchanged.
|
•
|
Form of payment:
Cash, securities or a combination, valued by our Board in good faith.
|
•
|
Notice:
At least 30 days written notice of redemption is required; however, if we have deposited the cash or securities for the redemption or exchange in trust for the benefit of the relevant holders, we may redeem shares held by such holders on the same day that we provide notice.
|
Name
|
Age
|
Position
|
John R. Castellano
|
48
|
Interim President and Chief Executive Officer
|
Daniel B. Poneman
|
59
|
Chief Strategic Officer
|
John C. Barpoulis
|
50
|
Senior Vice President and Chief Financial Officer
|
Peter B. Saba
|
53
|
Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary
|
Philip G. Sewell
|
68
|
Senior Vice President and Chief Development Officer
|
Robert Van Namen
|
53
|
Senior Vice President and Chief Operating Officer
|
Marian K. Davis
|
56
|
Vice President and Chief Audit Executive
|
John M.A. Donelson
|
50
|
Vice President, Marketing, Sales and Power
|
Stephen S. Greene
|
57
|
Vice President, Finance and Treasurer
|
J. Tracy Mey
|
54
|
Vice President and Chief Accounting Officer
|
Steven R. Penrod
|
58
|
Vice President, American Centrifuge
|
Richard V. Rowland
|
66
|
Vice President, Human Resources
|
|
2014
|
||
|
High
|
|
Low
|
September 30
|
$12.00
|
|
$9.40
|
Fourth Quarter ended December 31
|
$10.21
|
|
$3.91
|
|
Successor
|
|
|
Predecessor
|
|
||||||||||||||||||||
|
Three Mos. Ended Dec. 31, 2014
|
|
|
Nine Mos. Ended Sep. 30, 2014
|
|
Years Ended December 31,
|
|
||||||||||||||||||
|
|
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Separative work units
|
$
|
101.0
|
|
|
|
$
|
347.5
|
|
|
$
|
1,222.9
|
|
|
$
|
1,821.8
|
|
|
$
|
1,330.9
|
|
|
$
|
1,521.4
|
|
|
Uranium
|
0.8
|
|
|
|
—
|
|
|
71.2
|
|
|
26.0
|
|
|
131.8
|
|
|
236.1
|
|
|
||||||
Contract services
|
21.8
|
|
|
|
43.0
|
|
|
13.4
|
|
|
14.3
|
|
|
138.1
|
|
|
238.4
|
|
|
||||||
Total Revenue
|
123.6
|
|
|
|
390.5
|
|
|
1,307.5
|
|
|
1,862.1
|
|
|
1,600.8
|
|
|
1,995.9
|
|
|
||||||
Cost of Sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Separative work units and uranium
|
119.6
|
|
|
|
369.4
|
|
|
1,388.8
|
|
|
1,718.5
|
|
|
1,391.1
|
|
|
1,623.2
|
|
|
||||||
Contract services
|
22.5
|
|
|
|
43.9
|
|
|
13.6
|
|
|
14.2
|
|
|
134.3
|
|
|
219.8
|
|
|
||||||
Total Cost of Sales
|
142.1
|
|
|
|
413.3
|
|
|
1,402.4
|
|
|
1,732.7
|
|
|
1,525.4
|
|
|
1,843.0
|
|
|
||||||
Gross profit (loss)
|
(18.5
|
)
|
|
|
(22.8
|
)
|
|
(94.9
|
)
|
|
129.4
|
|
|
75.4
|
|
|
152.9
|
|
|
||||||
Advanced technology costs
|
4.7
|
|
|
|
56.6
|
|
|
186.1
|
|
|
1,313.2
|
|
(1)
|
271.6
|
|
(1)
|
107.8
|
|
|
||||||
Selling, general and administrative
|
10.2
|
|
|
|
32.2
|
|
|
46.8
|
|
|
50.3
|
|
|
56.4
|
|
|
55.0
|
|
|
||||||
Amortization of intangible assets
(2)
|
4.3
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||||
Special charges for workforce reductions and advisory costs
|
2.1
|
|
|
|
2.1
|
|
|
57.2
|
|
|
12.3
|
|
|
—
|
|
|
—
|
|
|
||||||
Other (income)
(3)
|
(1.3
|
)
|
|
|
(39.4
|
)
|
|
(154.3
|
)
|
|
(92.1
|
)
|
|
(3.7
|
)
|
|
(44.4
|
)
|
|
||||||
Operating income (loss)
|
(38.5
|
)
|
|
|
(74.3
|
)
|
|
(230.7
|
)
|
|
(1,154.3
|
)
|
|
(248.9
|
)
|
|
34.5
|
|
|
||||||
Preferred stock issuance costs
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6.6
|
|
|
||||||
Interest expense
|
4.9
|
|
|
|
14.0
|
|
|
40.1
|
|
|
50.4
|
|
|
11.6
|
|
|
0.6
|
|
|
||||||
Interest (income)
|
(0.2
|
)
|
|
|
(0.5
|
)
|
|
(0.7
|
)
|
|
(1.9
|
)
|
|
(0.5
|
)
|
|
(0.4
|
)
|
|
||||||
Reorganization items, net
|
1.5
|
|
|
|
(426.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
||||||
Income (loss) from continuing operations before income taxes
|
(44.7
|
)
|
|
|
339.1
|
|
|
(270.1
|
)
|
|
(1,202.8
|
)
|
|
(260.0
|
)
|
|
27.7
|
|
|
||||||
Provision (benefit) for income taxes
|
(2.4
|
)
|
|
|
(1.0
|
)
|
|
(86.5
|
)
|
|
(1.0
|
)
|
|
231.8
|
|
|
19.6
|
|
|
||||||
Income (loss) from continuing operations
|
(42.3
|
)
|
|
|
340.1
|
|
|
(183.6
|
)
|
|
(1,201.8
|
)
|
|
(491.8
|
)
|
|
8.1
|
|
|
||||||
Income (loss) from discontinued operations
(4)
|
—
|
|
|
|
—
|
|
|
24.7
|
|
|
1.2
|
|
|
0.7
|
|
|
(0.6
|
)
|
|
||||||
Net income (loss)
|
$
|
(42.3
|
)
|
|
|
$
|
340.1
|
|
|
$
|
(158.9
|
)
|
|
$
|
(1,200.6
|
)
|
|
$
|
(491.1
|
)
|
|
$
|
7.5
|
|
|
Income (loss) from continuing operations per share -
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic
|
$
|
(4.70
|
)
|
|
|
$
|
69.41
|
|
|
$
|
(37.47
|
)
|
|
$
|
(245.26
|
)
|
|
$
|
(102.46
|
)
|
|
$
|
1.80
|
|
|
Diluted
|
$
|
(4.70
|
)
|
|
|
$
|
69.41
|
|
|
$
|
(37.47
|
)
|
|
$
|
(245.26
|
)
|
|
$
|
(102.46
|
)
|
|
$
|
1.21
|
|
|
Net income (loss) per share -
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Basic
|
$
|
(4.70
|
)
|
|
|
$
|
45.93
|
|
|
$
|
(32.43
|
)
|
|
$
|
(245.02
|
)
|
|
$
|
(102.31
|
)
|
|
$
|
1.67
|
|
|
Diluted
|
$
|
(4.70
|
)
|
|
|
$
|
45.93
|
|
|
$
|
(32.43
|
)
|
|
$
|
(245.02
|
)
|
|
$
|
(102.31
|
)
|
|
$
|
1.12
|
|
|
|
Successor
|
|
|
Predecessor
|
|
||||||||||||||||
|
December 31,
|
|
|
December 31,
|
|
||||||||||||||||
|
2014
|
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
218.8
|
|
|
|
$
|
314.2
|
|
|
$
|
292.9
|
|
|
$
|
37.6
|
|
|
$
|
151.0
|
|
|
Inventories
|
462.2
|
|
|
|
967.6
|
|
|
1,593.2
|
|
|
1,752.0
|
|
|
1,522.5
|
|
|
|||||
Property, plant and equipment, net
|
3.5
|
|
|
|
7.9
|
|
|
51.0
|
|
(1)
|
1,187.1
|
|
(1)
|
1,231.4
|
|
|
|||||
Total assets
|
1,183.7
|
|
|
|
1,705.5
|
|
|
2,266.4
|
|
|
3,549.3
|
|
|
3,848.2
|
|
|
|||||
Term loan, current
|
—
|
|
|
|
—
|
|
|
83.2
|
|
|
85.0
|
|
|
—
|
|
|
|||||
Long-term debt, current
|
—
|
|
|
|
530.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|||||
Convertible preferred stock, current
|
—
|
|
|
|
113.9
|
|
|
100.5
|
|
|
88.6
|
|
|
—
|
|
|
|||||
Long-term debt, non-current
|
240.4
|
|
|
|
—
|
|
|
530.0
|
|
|
530.0
|
|
|
660.0
|
|
|
|||||
Convertible preferred stock, non-current
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
78.2
|
|
|
|||||
Other long-term liabilities
|
445.3
|
|
|
|
369.0
|
|
|
594.5
|
|
|
691.0
|
|
|
527.7
|
|
|
|||||
Stockholders’ equity (deficit)
|
21.6
|
|
|
|
(458.2
|
)
|
|
(472.9
|
)
|
|
752.4
|
|
|
1,313.8
|
|
|
(1)
|
In 2012, we expensed $1.1 billion of previously capitalized costs related to the American Centrifuge project. Although we continue to maintain a path to commercial deployment of the ACP, we do not expect to recover the full amount of this prior capital investment. This expense of previously capitalized costs does not affect any future capital investment in the ACP. We would anticipate that capitalization of amounts related to the ACP could resume if and when commercial plant deployment resumes.
|
(2)
|
Amortization commenced in the fourth quarter of 2014 for the intangible assets resulting from the Company's emergence from bankruptcy and adoption of fresh start accounting.
|
(3)
|
Other income consists primarily of pro-rata cost sharing support from DOE for partial funding of American Centrifuge project activities through April 2014.
|
(4)
|
On March 15, 2013, we sold our NAC subsidiary to a subsidiary of Hitachi Zosen Corporation. Results of NAC operations through the date of divestiture are presented under income from discontinued operations.
|
•
|
significantly reduce the gross profit impact of deferred revenues going forward;
|
•
|
result in the amortization of sales backlog and customer relationship intangible assets that were created at emergence; and
|
•
|
result in higher cost of sales as a result of increasing inventory values at emergence.
|
•
|
sales of the SWU component of LEU,
|
•
|
sales of both the SWU and uranium components of LEU, and
|
•
|
sales of natural uranium.
|
|
December 31,
|
||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
SWU:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term price indicator ($/SWU)
|
$
|
90.00
|
|
|
$
|
114.00
|
|
|
$
|
135.00
|
|
|
$
|
148.00
|
|
|
$
|
158.00
|
|
Spot price indicator ($/SWU)
|
88.00
|
|
|
99.00
|
|
|
120.00
|
|
|
140.00
|
|
|
155.00
|
|
|||||
UF
6
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Long-term price composite ($/KgU)
|
146.64
|
|
|
146.64
|
|
|
165.68
|
|
|
176.13
|
|
|
190.07
|
|
|||||
Spot price indicator ($/KgU)
|
100.50
|
|
|
98.65
|
|
|
123.50
|
|
|
143.25
|
|
|
173.00
|
|
•
|
Additional short-term sales;
|
•
|
Timing of customer orders and related SWU deliveries;
|
•
|
Payment of disputed DOE contract service costs;
|
•
|
Funding of the ACTDO Agreement or a successor agreement beyond its current contract expiration date of September 30, 2015; and
|
•
|
The cost of any American Centrifuge demobilization or additional costs related to the overall transition of Centrus.
|
•
|
The expected return on benefit plan assets was approximately 6.8% for 2013 and 7.0% for 2014 and 2015. The expected return is based on historical returns and expectations of future returns for the composition of the plans’ equity and debt securities. A one-half percentage point decrease in the expected return on plan assets would increase annual pension costs by $3.7 million. However, the net impact of any changes in the expected return on benefit plan assets on the final benefit cost recognized for fiscal year 2015 would be $0 since the actual return on assets would effectively be reflected at December 31, 2015 under our mark-to-market accounting methodology.
|
•
|
Discount rates of approximately 4.1% were used at December 31, 2014 to calculate the net present value of benefit obligations. The discount rate is the estimated rate at which the benefit obligations could be effectively settled on the measurement date and is based on yields of high quality fixed income investments whose cash flows match the timing and amount of expected benefit payments of the plans. A one-half percentage point reduction in the discount rate would increase the valuation of pension benefit obligations by $54.8 million and postretirement health and life benefit obligations by $11.1 million, and the resulting changes in the valuations would decrease the service cost and interest cost components of annual pension costs and postretirement health and life benefit costs by $2.8 million and $0.8 million, respectively.
|
•
|
The healthcare costs trend rates are 8.0% projected in 2015 reducing to a final trend rate of 5.0% by 2021. The healthcare costs trend rate represents our estimate of the annual rate of increase in the gross cost of providing benefits. The trend rate is a reflection of health care inflation assumptions, changes in healthcare utilization and delivery patterns, technological advances, and changes in the health status of our plan participants. A one-percentage point increase in the healthcare cost trend rates would increase postretirement health benefit obligations by about $5.9 million and would increase the service cost and interest cost components of annual benefit costs by about $0.1 million.
|
|
Successor
|
|
|
Predecessor
|
|
|
|
Predecessor
|
|
|
|
|
|||||||||||
|
3 Mos. Ended Dec. 31, 2014
|
|
|
9 Mos. Ended Sep. 30, 2014
|
|
Combined 2014
|
|
2013
|
|
Change
|
|
%
|
|||||||||||
LEU segment
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
SWU revenue
|
$
|
101.0
|
|
|
|
$
|
347.5
|
|
|
$
|
448.5
|
|
|
$
|
1,222.9
|
|
|
$
|
(774.4
|
)
|
|
(63
|
)%
|
Uranium revenue
|
0.8
|
|
|
|
—
|
|
|
0.8
|
|
|
71.2
|
|
|
(70.4
|
)
|
|
(99
|
)%
|
|||||
Total
|
101.8
|
|
|
|
347.5
|
|
|
449.3
|
|
|
1,294.1
|
|
|
(844.8
|
)
|
|
(65
|
)%
|
|||||
Cost of sales
|
119.6
|
|
|
|
369.4
|
|
|
489.0
|
|
|
1,388.8
|
|
|
899.8
|
|
|
65
|
%
|
|||||
Gross profit (loss)
|
$
|
(17.8
|
)
|
|
|
$
|
(21.9
|
)
|
|
$
|
(39.7
|
)
|
|
$
|
(94.7
|
)
|
|
$
|
55.0
|
|
|
(58
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Contract services segment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Revenue
|
$
|
21.8
|
|
|
|
$
|
43.0
|
|
|
$
|
64.8
|
|
|
$
|
13.4
|
|
|
$
|
51.4
|
|
|
384
|
%
|
Cost of sales
|
22.5
|
|
|
|
43.9
|
|
|
66.4
|
|
|
13.6
|
|
|
(52.8
|
)
|
|
(388
|
)%
|
|||||
Gross profit (loss)
|
$
|
(0.7
|
)
|
|
|
$
|
(0.9
|
)
|
|
$
|
(1.6
|
)
|
|
$
|
(0.2
|
)
|
|
$
|
(1.4
|
)
|
|
(700
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Revenue
|
$
|
123.6
|
|
|
|
$
|
390.5
|
|
|
$
|
514.1
|
|
|
$
|
1,307.5
|
|
|
$
|
(793.4
|
)
|
|
(61
|
)%
|
Cost of sales
|
142.1
|
|
|
|
413.3
|
|
|
555.4
|
|
|
1,402.4
|
|
|
847.0
|
|
|
60
|
%
|
|||||
Gross profit (loss)
|
$
|
(18.5
|
)
|
|
|
$
|
(22.8
|
)
|
|
$
|
(41.3
|
)
|
|
$
|
(94.9
|
)
|
|
$
|
53.6
|
|
|
56
|
%
|
|
Successor
|
|
|
Predecessor
|
|
|
|
Predecessor
|
|
|
|
|
|||||||||||
|
3 Mos. Ended Dec. 31, 2014
|
|
|
9 Mos. Ended Sep. 30, 2014
|
|
Combined 2014
|
|
2013
|
|
Change
|
|
%
|
|||||||||||
Cost of sales for the LEU segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
SWU and uranium
|
$
|
102.0
|
|
|
|
$
|
302.7
|
|
|
$
|
404.7
|
|
|
$
|
1,194.6
|
|
|
$
|
789.9
|
|
|
66
|
%
|
Non-production expenses
|
17.6
|
|
|
|
66.7
|
|
|
84.3
|
|
|
194.2
|
|
|
109.9
|
|
|
57
|
%
|
|||||
Total
|
$
|
119.6
|
|
|
|
$
|
369.4
|
|
|
$
|
489.0
|
|
|
$
|
1,388.8
|
|
|
$
|
899.8
|
|
|
65
|
%
|
-
|
Site expenses, including lease turnover activities and Paducah and Portsmouth retiree benefit costs, of $68.5 million in 2014, compared to $103.0 million in 2013. Following the cessation of enrichment at the Paducah GDP, costs for plant activities that formerly were capitalized as production costs were 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 to DOE in October 2014;
|
-
|
Inventory charges of $13.9 million in 2014 and $40.2 million in 2013. We incurred charges for residual uranium in cylinders transferred to DOE and inventories that had been deployed for cascade drawdown, assay blending and repackaging. We determined that it was uneconomic to recover resulting residual quantities for resale. In 2013, charges included uranium inventory valuation adjustments of $15.2 million to reflect declines in uranium market price indicators. Inventories of SWU and uranium are valued at lower of cost or market;
|
-
|
Accelerated asset charges of $1.9 million in 2014 and $39.2 million in 2013. 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 were 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 cessation of enrichment at the end of May 2013, and the depreciation of property, plant and equipment at the Paducah GDP was completed as of June 30, 2014. In 2013, charges included an immediate asset retirement charge of $19.8 million for property, plant and equipment formerly used in the enrichment process at the Paducah GDP; and
|
-
|
Power contract losses of $11.8 million in 2013. As a result of falling prices in power markets, we incurred expenses as we ceased enrichment at the Paducah GDP and canceled remaining power purchases.
|
|
Successor
|
|
|
Predecessor
|
|
Non-GAAP
|
|
Predecessor
|
|
|
|
|
|||||||||||
|
3 Mos. Ended Dec. 31, 2014
|
|
|
9 Mos. Ended Sep. 30, 2014
|
|
Combined 2014
|
|
2013
|
|
Change
|
|
%
|
|||||||||||
Gross profit (loss)
|
$
|
(18.5
|
)
|
|
|
$
|
(22.8
|
)
|
|
$
|
(41.3
|
)
|
|
$
|
(94.9
|
)
|
|
$
|
53.6
|
|
|
56
|
%
|
Advanced technology costs
|
4.7
|
|
|
|
56.6
|
|
|
61.3
|
|
|
186.1
|
|
|
124.8
|
|
|
67
|
%
|
|||||
Selling, general and administrative
|
10.2
|
|
|
|
32.2
|
|
|
42.4
|
|
|
46.8
|
|
|
4.4
|
|
|
9
|
%
|
|||||
Amortization of intangible assets
|
4.3
|
|
|
|
—
|
|
|
4.3
|
|
|
—
|
|
|
(4.3
|
)
|
|
—
|
%
|
|||||
Special charges for workforce reductions and advisory costs
|
2.1
|
|
|
|
2.1
|
|
|
4.2
|
|
|
57.2
|
|
|
53.0
|
|
|
93
|
%
|
|||||
Other (income)
|
(1.3
|
)
|
|
|
(39.4
|
)
|
|
(40.7
|
)
|
|
(154.3
|
)
|
|
(113.6
|
)
|
|
(74
|
)%
|
|||||
Operating (loss)
|
(38.5
|
)
|
|
|
(74.3
|
)
|
|
(112.8
|
)
|
|
(230.7
|
)
|
|
117.9
|
|
|
51
|
%
|
|||||
Interest expense
|
4.9
|
|
|
|
14.0
|
|
|
18.9
|
|
|
40.1
|
|
|
21.2
|
|
|
53
|
%
|
|||||
Interest (income)
|
(0.2
|
)
|
|
|
(0.5
|
)
|
|
(0.7
|
)
|
|
(0.7
|
)
|
|
—
|
|
|
—
|
%
|
|||||
Reorganization items, net
|
1.5
|
|
|
|
(426.9
|
)
|
|
(425.4
|
)
|
|
—
|
|
|
425.4
|
|
|
—
|
%
|
|||||
Income (loss) from continuing operations before income taxes
|
(44.7
|
)
|
|
|
339.1
|
|
|
294.4
|
|
|
(270.1
|
)
|
|
564.5
|
|
|
209
|
%
|
|||||
Provision (benefit) for income taxes
|
(2.4
|
)
|
|
|
(1.0
|
)
|
|
(3.4
|
)
|
|
(86.5
|
)
|
|
(83.1
|
)
|
|
(96
|
)%
|
|||||
Income (loss) from continuing operations
|
(42.3
|
)
|
|
|
340.1
|
|
|
297.8
|
|
|
(183.6
|
)
|
|
481.4
|
|
|
262
|
%
|
|||||
Income from discontinued operations
|
—
|
|
|
|
—
|
|
|
—
|
|
|
24.7
|
|
|
(24.7
|
)
|
|
(100
|
)%
|
|||||
Net income (loss)
|
$
|
(42.3
|
)
|
|
|
$
|
340.1
|
|
|
$
|
297.8
|
|
|
$
|
(158.9
|
)
|
|
$
|
456.7
|
|
|
287
|
%
|
|
Successor
|
|
|
Predecessor
|
|
Non-GAAP
|
||||||
|
3 Mos. Ended Dec. 31, 2014
|
|
|
9 Mos. Ended Sep. 30, 2014
|
|
Combined 2014
|
||||||
Professional fees
|
$
|
1.5
|
|
|
|
$
|
22.3
|
|
|
$
|
23.8
|
|
Expense of deferred financing costs on convertible senior notes
|
—
|
|
|
|
1.2
|
|
|
1.2
|
|
|||
Effects of Plan of Reorganization:
|
|
|
|
|
|
|
||||||
Gain on cancellation of convertible senior notes, net
|
—
|
|
|
|
(284.7
|
)
|
|
(284.7
|
)
|
|||
Gain on cancellation of convertible preferred stock, net
|
—
|
|
|
|
(64.1
|
)
|
|
(64.1
|
)
|
|||
Expense of unamortized restricted stock
|
—
|
|
|
|
0.4
|
|
|
0.4
|
|
|||
Gain related to the freeze of SERP benefits
|
—
|
|
|
|
(2.2
|
)
|
|
(2.2
|
)
|
|||
Fresh Start Adjustments:
|
|
|
|
|
|
|
|
|||||
Revaluation of deferred revenue, net of deferred costs
|
—
|
|
|
|
(20.1
|
)
|
|
(20.1
|
)
|
|||
Revaluation of inventory
|
—
|
|
|
|
(35.4
|
)
|
|
(35.4
|
)
|
|||
Valuation of intangible assets
|
—
|
|
|
|
(260.7
|
)
|
|
(260.7
|
)
|
|||
Remeasurement of pension and postretirement benefit obligations
|
—
|
|
|
|
94.7
|
|
|
94.7
|
|
|||
Elimination of Predecessor Company accumulated other comprehensive loss related to pension and postretirement benefit obligations
|
—
|
|
|
|
121.7
|
|
|
121.7
|
|
|||
Reorganization items, net
|
$
|
1.5
|
|
|
|
$
|
(426.9
|
)
|
|
$
|
(425.4
|
)
|
|
Successor
|
|
|
Predecessor
|
|
Non-GAAP
|
|
Predecessor
|
||||||||
|
3 Mos. Ended Dec. 31, 2014
|
|
|
9 Mos. Ended Sep. 30, 2014
|
|
Combined 2014
|
|
2013
|
||||||||
Net Cash Provided by (Used in) Operating Activities
|
$
|
110.2
|
|
|
|
$
|
(220.3
|
)
|
|
$
|
(110.1
|
)
|
|
$
|
81.2
|
|
Net Cash Provided by Investing Activities
|
3.2
|
|
|
|
12.3
|
|
|
15.5
|
|
|
25.7
|
|
||||
Net Cash (Used in) Financing Activities
|
—
|
|
|
|
(0.8
|
)
|
|
(0.8
|
)
|
|
(85.6
|
)
|
||||
Net Increase (Decrease) in Cash and Cash Equivalents
|
$
|
113.4
|
|
|
|
$
|
(208.8
|
)
|
|
$
|
(95.4
|
)
|
|
$
|
21.3
|
|
|
Successor
|
|
|
Predecessor
|
||||
($ millions)
|
December 31,
2014 |
|
|
December 31,
2013 |
||||
|
|
|
|
|
||||
Cash and cash equivalents
|
$
|
218.8
|
|
|
|
$
|
314.2
|
|
Accounts receivable, net
|
58.9
|
|
|
|
163.0
|
|
||
Inventories, net
|
303.3
|
|
|
|
467.9
|
|
||
Convertible preferred stock
|
—
|
|
|
|
(113.9
|
)
|
||
Convertible senior notes, current
|
—
|
|
|
|
(530.0
|
)
|
||
Other current assets and liabilities, net
|
(215.0
|
)
|
|
|
(463.9
|
)
|
||
Working capital (deficit)
|
$
|
366.0
|
|
|
|
$
|
(162.7
|
)
|
|
Successor
|
|
|
Predecessor
|
||||
|
December 31,
2014 |
|
|
December 31,
2013 |
||||
|
|
|
|
|
||||
Decontamination and decommissioning of American Centrifuge
|
$
|
29.4
|
|
|
|
$
|
29.4
|
|
Waste disposition
|
5.4
|
|
|
|
10.4
|
|
||
Other financial assurance
|
6.3
|
|
|
|
5.7
|
|
||
Total financial assurance requirements
|
$
|
41.1
|
|
|
|
$
|
45.5
|
|
|
|
|
|
|
||||
Letters of credit
|
$
|
1.6
|
|
|
|
$
|
1.6
|
|
Surety bonds
|
39.5
|
|
|
|
43.9
|
|
||
Total financial assurance instruments
|
$
|
41.1
|
|
|
|
$
|
45.5
|
|
|
|
|
|
|
||||
Cash collateral deposit for surety bonds
|
$
|
34.8
|
|
|
|
$
|
39.8
|
|
Plan category
|
|
Number of securities to be issued upon exercise of outstanding options, warrants and rights
|
|
Weighted-average
exercise price of
outstanding
options, warrants
and rights
|
|
Number of securities
remaining available
for future issuance
under equity
compensation plans
|
|
||||
Equity compensation plans approved by security holders
|
|
115,836
|
|
|
$
|
5.62
|
|
|
884,164
|
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Total
|
|
115,836
|
|
|
|
|
884,164
|
|
|
(a)
|
(1)
Consolidated Financial Statements
|
|
Centrus Energy Corp.
|
|
|
March 16, 2015
|
/s/ John R. Castellano
|
|
John R. Castellano
|
|
Interim President and Chief Executive Officer
|
Signature
|
|
Title
|
Date
|
|
|
|
|
/s/ John R. Castellano
|
|
Interim President and Chief Executive Officer
(Principal Executive Officer)
|
March 16, 2015
|
John R. Castellano
|
|
|
|
|
|
|
|
/s/ John C. Barpoulis
|
|
Senior Vice President and Chief Financial Officer
(Principal Financial Officer)
|
March 16, 2015
|
John C. Barpoulis
|
|
|
|
|
|
|
|
/s/ J. Tracy Mey
|
|
Vice President and Chief Accounting Officer
(Principal Accounting Officer)
|
March 16, 2015
|
J. Tracy Mey
|
|
|
|
|
|
|
|
/s/ Mikel H. Williams
|
|
Chairman of the Board and Director
|
March 16, 2015
|
Mikel H. Williams
|
|
|
|
|
|
|
|
/s/ Theodore J. Dalheim, Jr.
|
|
Director
|
March 16, 2015
|
Theodore J. Dalheim, Jr.
|
|
|
|
|
|
|
|
/s/ Michael Diament
|
|
Director
|
March 16, 2015
|
Michael Diament
|
|
|
|
|
|
|
|
/s/ Osbert Hood
|
|
Director
|
March 16, 2015
|
Osbert Hood
|
|
|
|
|
|
|
|
/s/ W. Thomas Jagodinski
|
|
Director
|
March 16, 2015
|
W. Thomas Jagodinski
|
|
|
|
|
|
|
|
/s/ Patricia J. Jamieson
|
|
Director
|
March 16, 2015
|
Patricia J. Jamieson
|
|
|
|
|
|
|
|
/s/ Suleman E. Lunat
|
|
Director
|
March 16, 2015
|
Suleman E. Lunat
|
|
|
|
|
|
|
|
/s/ William J. Madia
|
|
Director
|
March 16, 2015
|
William J. Madia
|
|
|
|
|
|
|
|
/s/ Michael P. Morrell
|
|
Director
|
March 16, 2015
|
Michael P. Morrell
|
|
|
|
|
|
|
|
/s/ Hiroshi Sakamoto
|
|
Director
|
March 16, 2015
|
Hiroshi Sakamoto
|
|
|
|
|
Page
|
|
Successor
|
|
|
Predecessor
|
||||
|
December 31,
2014 |
|
|
December 31,
2013 |
||||
ASSETS
|
|
|
|
|
||||
Current Assets
|
|
|
|
|
||||
Cash and cash equivalents
|
$
|
218.8
|
|
|
|
$
|
314.2
|
|
Accounts receivable, net
|
58.9
|
|
|
|
163.0
|
|
||
Inventories
|
462.2
|
|
|
|
967.6
|
|
||
Deferred costs associated with deferred revenue
|
82.9
|
|
|
|
165.5
|
|
||
Other current assets
|
19.6
|
|
|
|
21.7
|
|
||
Total current assets
|
842.4
|
|
|
|
1,632.0
|
|
||
Property, plant and equipment, net
|
3.5
|
|
|
|
7.9
|
|
||
Deferred taxes
|
26.0
|
|
|
|
—
|
|
||
Deposits for surety bonds
|
34.8
|
|
|
|
39.8
|
|
||
Intangible assets
|
119.2
|
|
|
|
—
|
|
||
Excess reorganization value
|
137.2
|
|
|
|
—
|
|
||
Other long-term assets
|
20.6
|
|
|
|
25.8
|
|
||
Total Assets
|
$
|
1,183.7
|
|
|
|
$
|
1,705.5
|
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
|
|
|
|
|
|
||
Current Liabilities
|
|
|
|
|
|
|
||
Accounts payable and accrued liabilities
|
$
|
50.5
|
|
|
|
$
|
114.5
|
|
Payables under SWU purchase agreements
|
140.1
|
|
|
|
340.7
|
|
||
Deferred taxes
|
26.0
|
|
|
|
—
|
|
||
Inventories owed to customers and suppliers
|
158.9
|
|
|
|
499.7
|
|
||
Deferred revenue
|
100.9
|
|
|
|
195.9
|
|
||
Convertible senior notes (Predecessor)
|
—
|
|
|
|
530.0
|
|
||
Convertible preferred stock (Predecessor), 85,900 shares issued
|
—
|
|
|
|
113.9
|
|
||
Total current liabilities
|
476.4
|
|
|
|
1,794.7
|
|
||
Long-term debt
|
240.4
|
|
|
|
—
|
|
||
Postretirement health and life benefit obligations
|
211.4
|
|
|
|
195.0
|
|
||
Pension benefit liabilities
|
179.3
|
|
|
|
121.2
|
|
||
Other long-term liabilities
|
54.6
|
|
|
|
52.8
|
|
||
Total liabilities
|
1,162.1
|
|
|
|
2,163.7
|
|
||
Commitments and contingencies (Note 20)
|
|
|
|
|
|
|
||
Stockholders’ Equity (Deficit)
|
|
|
|
|
||||
Preferred stock (Predecessor), par value $1.00 per share, 25,000,000 shares authorized, no shares recorded as stockholders’ equity at December 31, 2013
|
—
|
|
|
|
—
|
|
||
Common stock (Predecessor), par value $0.10 per share, 25,000,000 shares authorized, 5,211,000 shares issued at December 31, 2013
|
—
|
|
|
|
0.5
|
|
||
Preferred stock (Successor), par value $1.00 per share, 20,000,000 shares authorized, none issued at December 31, 2014
|
—
|
|
|
|
—
|
|
||
Common stock (Successor), par value $0.10 per share, 100,000,000 shares authorized, 9,000,000 shares issued at December 31, 2014
|
0.9
|
|
|
|
—
|
|
||
Excess of capital over par value
|
58.6
|
|
|
|
1,216.4
|
|
||
Retained earnings (deficit)
|
(42.3
|
)
|
|
|
(1,520.7
|
)
|
||
Treasury stock, no shares at December 31, 2014 and 226,000 shares at December 31, 2013
|
—
|
|
|
|
(34.3
|
)
|
||
Accumulated other comprehensive income (loss), net of tax
|
4.4
|
|
|
|
(120.1
|
)
|
||
Total stockholders’ equity (deficit)
|
21.6
|
|
|
|
(458.2
|
)
|
||
Total Liabilities and Stockholders’ Equity (Deficit)
|
$
|
1,183.7
|
|
|
|
$
|
1,705.5
|
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
Three Months Ended December 31, 2014
|
|
|
Nine Months Ended September 30, 2014
|
|
Year Ended December 31, 2013
|
||||||
Revenue:
|
|
|
|
|
|
|
||||||
Separative work units
|
$
|
101.0
|
|
|
|
$
|
347.5
|
|
|
$
|
1,222.9
|
|
Uranium
|
0.8
|
|
|
|
—
|
|
|
71.2
|
|
|||
Contract services
|
21.8
|
|
|
|
43.0
|
|
|
13.4
|
|
|||
Total Revenue
|
123.6
|
|
|
|
390.5
|
|
|
1,307.5
|
|
|||
Cost of Sales:
|
|
|
|
|
|
|
||||||
Separative work units and uranium
|
119.6
|
|
|
|
369.4
|
|
|
1,388.8
|
|
|||
Contract services
|
22.5
|
|
|
|
43.9
|
|
|
13.6
|
|
|||
Total Cost of Sales
|
142.1
|
|
|
|
413.3
|
|
|
1,402.4
|
|
|||
Gross profit (loss)
|
(18.5
|
)
|
|
|
(22.8
|
)
|
|
(94.9
|
)
|
|||
Advanced technology costs
|
4.7
|
|
|
|
56.6
|
|
|
186.1
|
|
|||
Selling, general and administrative
|
10.2
|
|
|
|
32.2
|
|
|
46.8
|
|
|||
Amortization of intangible assets
|
4.3
|
|
|
|
—
|
|
|
—
|
|
|||
Special charges for workforce reductions and advisory costs
|
2.1
|
|
|
|
2.1
|
|
|
57.2
|
|
|||
Other (income)
|
(1.3
|
)
|
|
|
(39.4
|
)
|
|
(154.3
|
)
|
|||
Operating (loss)
|
(38.5
|
)
|
|
|
(74.3
|
)
|
|
(230.7
|
)
|
|||
Interest expense
|
4.9
|
|
|
|
14.0
|
|
|
40.1
|
|
|||
Interest (income)
|
(0.2
|
)
|
|
|
(0.5
|
)
|
|
(0.7
|
)
|
|||
Reorganization items, net
|
1.5
|
|
|
|
(426.9
|
)
|
|
—
|
|
|||
Income (loss) from continuing operations before income taxes
|
(44.7
|
)
|
|
|
339.1
|
|
|
(270.1
|
)
|
|||
Provision (benefit) for income taxes
|
(2.4
|
)
|
|
|
(1.0
|
)
|
|
(86.5
|
)
|
|||
Income (loss) from continuing operations
|
(42.3
|
)
|
|
|
340.1
|
|
|
(183.6
|
)
|
|||
Income from discontinued operations
|
—
|
|
|
|
—
|
|
|
24.7
|
|
|||
Net income (loss)
|
$
|
(42.3
|
)
|
|
|
$
|
340.1
|
|
|
$
|
(158.9
|
)
|
|
|
|
|
|
|
|
||||||
Income (loss) per share (Note 18)
|
|
|
|
|
|
|
||||||
Basic income (loss) per share:
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
(4.70
|
)
|
|
|
$
|
69.41
|
|
|
$
|
(37.47
|
)
|
Net income (loss)
|
$
|
(4.70
|
)
|
|
|
$
|
69.41
|
|
|
$
|
(32.43
|
)
|
Weighted-average number of shares outstanding
|
9.0
|
|
|
|
4.9
|
|
|
4.9
|
|
|||
Diluted income (loss) per share:
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
(4.70
|
)
|
|
|
$
|
45.93
|
|
|
$
|
(37.47
|
)
|
Net income (loss)
|
$
|
(4.70
|
)
|
|
|
$
|
45.93
|
|
|
$
|
(32.43
|
)
|
Weighted-average number of shares outstanding
|
9.0
|
|
|
|
7.6
|
|
|
4.9
|
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
Three Months Ended December 31, 2014
|
|
|
Nine Months Ended September 30, 2014
|
|
Year Ended December 31, 2013
|
||||||
Net income (loss)
|
$
|
(42.3
|
)
|
|
|
$
|
340.1
|
|
|
$
|
(158.9
|
)
|
Other comprehensive income (loss), before tax (Note 21):
|
|
|
|
|
|
|
||||||
Prior service credit arising during the period
|
6.8
|
|
|
|
—
|
|
|
27.8
|
|
|||
Curtailment (gain) recognized in net income
|
—
|
|
|
|
(2.2
|
)
|
|
—
|
|
|||
Amortization of actuarial (gains) losses, net
|
—
|
|
|
|
0.9
|
|
|
55.3
|
|
|||
Amortization of prior service costs (credits)
|
—
|
|
|
|
(0.3
|
)
|
|
(24.1
|
)
|
|||
Gain arising during the period included in other comprehensive income
|
—
|
|
|
|
—
|
|
|
187.8
|
|
|||
Other comprehensive income (loss), before tax
|
6.8
|
|
|
|
(1.6
|
)
|
|
246.8
|
|
|||
Income tax expense related to items of other comprehensive income
|
(2.4
|
)
|
|
|
—
|
|
|
(75.0
|
)
|
|||
Other comprehensive income (loss), net of tax
|
4.4
|
|
|
|
(1.6
|
)
|
|
171.8
|
|
|||
Elimination of Predecessor Company accumulated other comprehensive loss
|
—
|
|
|
|
121.7
|
|
|
—
|
|
|||
Comprehensive income (loss)
|
$
|
(37.9
|
)
|
|
|
$
|
460.2
|
|
|
$
|
12.9
|
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
Three Months Ended December 31, 2014
|
|
|
Nine Months Ended September 30, 2014
|
|
Year Ended December 31, 2013
|
||||||
Cash Flows from Operating Activities
|
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
(42.3
|
)
|
|
|
$
|
340.1
|
|
|
$
|
(158.9
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
|
|
|
|
|||||
Depreciation and amortization
|
4.5
|
|
|
|
4.2
|
|
|
27.6
|
|
|||
Immediate recognition of net actuarial loss
|
10.4
|
|
|
|
—
|
|
|
—
|
|
|||
Non-cash reorganization items
|
—
|
|
|
|
(449.2
|
)
|
|
—
|
|
|||
Transfers and retirements of machinery and equipment
|
—
|
|
|
|
—
|
|
|
19.8
|
|
|||
Convertible preferred stock dividends payable-in-kind
|
—
|
|
|
|
—
|
|
|
13.4
|
|
|||
Gain on sales of assets and subsidiary
|
(1.3
|
)
|
|
|
(5.7
|
)
|
|
(35.6
|
)
|
|||
Inventory valuation adjustments
|
—
|
|
|
|
—
|
|
|
15.2
|
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|||||
Accounts receivable – (increase) decrease
|
31.0
|
|
|
|
79.0
|
|
|
(28.2
|
)
|
|||
Inventories, net – decrease
|
23.0
|
|
|
|
177.0
|
|
|
160.1
|
|
|||
Payables under SWU purchase agreements – increase (decrease)
|
92.8
|
|
|
|
(293.4
|
)
|
|
130.9
|
|
|||
Deferred revenue, net of deferred costs – increase (decrease)
|
17.3
|
|
|
|
(9.7
|
)
|
|
20.9
|
|
|||
Accounts payable and other liabilities – (decrease)
|
(26.5
|
)
|
|
|
(58.9
|
)
|
|
(82.5
|
)
|
|||
Accrued depleted uranium disposition – increase (decrease)
|
—
|
|
|
|
(0.6
|
)
|
|
0.4
|
|
|||
Other, net
|
1.3
|
|
|
|
(3.1
|
)
|
|
(1.9
|
)
|
|||
Net Cash Provided by (Used in) Operating Activities
|
110.2
|
|
|
|
(220.3
|
)
|
|
81.2
|
|
|||
|
|
|
|
|
|
|
||||||
Cash Flows Provided by Investing Activities
|
|
|
|
|
|
|
|
|||||
Deposits for surety bonds - net (increase) decrease
|
1.1
|
|
|
|
3.9
|
|
|
(17.5
|
)
|
|||
Proceeds from sales of assets and subsidiary
|
2.1
|
|
|
|
8.4
|
|
|
43.2
|
|
|||
Net Cash Provided by Investing Activities
|
3.2
|
|
|
|
12.3
|
|
|
25.7
|
|
|||
|
|
|
|
|
|
|
||||||
Cash Flows Used in Financing Activities
|
|
|
|
|
|
|
|
|||||
Repayment of credit facility term loan
|
—
|
|
|
|
—
|
|
|
(83.2
|
)
|
|||
Payments for deferred financing costs
|
—
|
|
|
|
(0.7
|
)
|
|
(2.2
|
)
|
|||
Common stock issued (purchased), net
|
—
|
|
|
|
(0.1
|
)
|
|
(0.2
|
)
|
|||
Net Cash (Used in) Financing Activities
|
—
|
|
|
|
(0.8
|
)
|
|
(85.6
|
)
|
|||
Net Increase (Decrease)
|
113.4
|
|
|
|
(208.8
|
)
|
|
21.3
|
|
|||
Cash and Cash Equivalents at Beginning of Period
|
105.4
|
|
|
|
314.2
|
|
|
292.9
|
|
|||
Cash and Cash Equivalents at End of Period
|
$
|
218.8
|
|
|
|
$
|
105.4
|
|
|
$
|
314.2
|
|
|
|
|
|
|
|
|
||||||
Supplemental Cash Flow Information:
|
|
|
|
|
|
|
|
|||||
Interest paid
|
$
|
—
|
|
|
|
$
|
15.9
|
|
|
$
|
20.7
|
|
Income taxes paid, net of refunds
|
—
|
|
|
|
—
|
|
|
0.4
|
|
|
Common Stock,
Par Value
$.10 per Share
|
|
Excess of
Capital over
Par Value
|
|
Retained
Earnings
(Deficit)
|
|
Treasury
Stock
|
|
Accumulated
Other Comprehensive Income (Loss)
|
|
Total
|
||||||||||||
Balance at December 31, 2012 (Predecessor)
|
$
|
0.5
|
|
|
$
|
1,213.3
|
|
|
$
|
(1,361.8
|
)
|
|
$
|
(33.0
|
)
|
|
$
|
(291.9
|
)
|
|
$
|
(472.9
|
)
|
Other comprehensive income, net of tax (Note 21)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
171.8
|
|
|
171.8
|
|
||||||
Restricted and other common stock issued, net of amortization
|
—
|
|
|
3.1
|
|
|
—
|
|
|
(1.3
|
)
|
|
—
|
|
|
1.8
|
|
||||||
Net (loss)
|
—
|
|
|
—
|
|
|
(158.9
|
)
|
|
—
|
|
|
—
|
|
|
(158.9
|
)
|
||||||
Balance at December 31, 2013 (Predecessor)
|
$
|
0.5
|
|
|
$
|
1,216.4
|
|
|
$
|
(1,520.7
|
)
|
|
$
|
(34.3
|
)
|
|
$
|
(120.1
|
)
|
|
$
|
(458.2
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at December 31, 2013 (Predecessor)
|
$
|
0.5
|
|
|
$
|
1,216.4
|
|
|
$
|
(1,520.7
|
)
|
|
$
|
(34.3
|
)
|
|
$
|
(120.1
|
)
|
|
$
|
(458.2
|
)
|
Other comprehensive income, net of tax (Note 21)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.6
|
)
|
|
(1.6
|
)
|
||||||
Restricted and other common stock issued, net of amortization
|
—
|
|
|
1.1
|
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
|
1.0
|
|
||||||
Surrender of restricted stock
|
—
|
|
|
4.4
|
|
|
—
|
|
|
(4.4
|
)
|
|
—
|
|
|
—
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
340.1
|
|
|
—
|
|
|
—
|
|
|
340.1
|
|
||||||
Elimination of Predecessor Company equity
|
(0.5
|
)
|
|
(1,221.9
|
)
|
|
1,180.6
|
|
|
38.8
|
|
|
121.7
|
|
|
118.7
|
|
||||||
Issuance of Successor Company common stock and excess of capital over par value
|
0.9
|
|
|
58.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
59.3
|
|
||||||
Balance at September 30, 2014 (Predecessor)
|
$
|
0.9
|
|
|
$
|
58.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
59.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at September 30, 2014 (Successor)
|
$
|
0.9
|
|
|
$
|
58.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
59.3
|
|
Other comprehensive income, net of tax (Note 21)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.4
|
|
|
4.4
|
|
||||||
Restricted stock units and stock options issued, net of amortization
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
||||||
Net (loss)
|
—
|
|
|
—
|
|
|
(42.3
|
)
|
|
—
|
|
|
—
|
|
|
(42.3
|
)
|
||||||
Balance at December 31, 2014 (Successor)
|
$
|
0.9
|
|
|
$
|
58.6
|
|
|
$
|
(42.3
|
)
|
|
$
|
—
|
|
|
$
|
4.4
|
|
|
$
|
21.6
|
|
•
|
The holders of the Old Notes received, on a pro rata basis, in exchange for claims on account of their
$530 million
in outstanding principal amount of the Old Notes:
|
◦
|
79.04%
of the New Common Stock, subject to dilution on account of a new management incentive plan;
|
◦
|
cash for interest payable on the Old Notes accrued from October 1, 2013, the date of the last semi-annual interest payment, to the Effective Date, totaling
$15.9 million
; and
|
◦
|
$200 million
in principal amount of New Notes.
|
•
|
Babcock & Wilcox Investment Company ("B&W") and Toshiba America Nuclear Energy Corporation ("Toshiba"
)
each received, in exchange and on account of their shares of Old Preferred Stock (as of December 31, 2013, there were
85,903
shares of Old Preferred Stock outstanding with an aggregate liquidation preference of
$113.9 million
including accrued paid-in-kind dividends) and warrants dated September 2, 2010 to purchase up to
250,000
shares of USEC’s Old Common Stock (the "Warrants"):
|
◦
|
7.98%
of the New Common Stock (
15.96%
in the aggregate), subject to dilution on account of a new management incentive plan; and
|
◦
|
$20.19 million
in principal amount of New Notes (
$40.38 million
in the aggregate).
|
•
|
B&W and Toshiba have agreed to enter into good faith negotiations to each invest
$20.19 million
(for an aggregate investment of
$40.38 million
) of equity in the American Centrifuge project in the future, upon mutually agreed upon terms and conditions, but in any event contingent upon the funding for the ACP of not less than
$1.5 billion
of debt supported by the U.S. Department of Energy ("DOE") loan guarantee program or other government support or funding in such amount.
|
•
|
The Class B Common Stock issued to B&W and Toshiba has the same rights, powers, preferences and restrictions and ranks equally in all matters with the Class A Common Stock issued to former holders of the Old Notes, except voting. Holders of the Class B Common Stock are entitled to elect, in the aggregate, two members of the Board of Directors of Centrus Energy Corp., subject to certain holding requirements and other restrictions as described in the Amended and Restated Centrus Energy Corp. Certificate of Incorporation.
|
•
|
The former holders of Old Common Stock received, on a pro rata basis,
5%
of the Class A Common Stock, subject to dilution on account of a new management incentive plan.
|
•
|
All secured claims were reinstated and otherwise not impaired and all liens were continued until the claims are paid in full.
|
•
|
All other general unsecured claims of the Company were unimpaired and were either reinstated or paid in full in the ordinary course of business upon the later of the Effective Date or when such obligation becomes due according to its terms.
|
•
|
On the Effective Date, Centrus Energy Corp. entered into a new secured note (the "Centrus Intercompany Note") with initial financing of
$48.0 million
to provide funds necessary to make payments of
$35.3 million
required under the Plan of Reorganization, as well as
$12.7 million
available for working capital and other general corporate purposes of the Company. Payments required under the Plan of Reorganization included the repayment of borrowings under the former debtor-in-possession credit facility from Enrichment Corp. (the “DIP Facility”) of
$16.3 million
, interest payments of
$15.9 million
to former holders of the Old Notes, as described above, and
$3.1 million
in professional fees and other expenses. Subsequently, but subject to future draws and repayments, the Centrus Intercompany Note was satisfied in full in the fourth quarter of 2014 as a result of the assignment of certain sales contracts from Centrus to Enrichment Corp.
|
•
|
The reorganization value, which represents the enterprise value and non-interest bearing liabilities, was allocated to the Successor Company's assets based on their estimated fair values. The reorganization value exceeded the sum of the fair value assigned to assets. This excess reorganization value was recorded as part of the Successor Company assets at September 30, 2014.
|
•
|
Each liability existing as of the fresh start accounting date, other than deferred taxes and pension and other postretirement benefit obligations, has been stated at the fair value, and determined at appropriate risk adjusted interest rates.
|
•
|
Deferred taxes were reported in conformity with applicable income tax accounting standards. Deferred tax assets and liabilities have been recognized for differences between the assigned values and the tax basis of the recognized assets and liabilities.
|
•
|
The actuarial value of pension and other postretirement benefit obligations were determined based on applicable retirement benefits standards.
|
Enterprise value
|
$
|
299.7
|
|
Less: Fair value of debt
|
240.4
|
|
|
Fair value of Successor common stock
|
$
|
59.3
|
|
Shares outstanding at September 30, 2014
|
9.0
|
|
|
Per share value
|
$
|
6.59
|
|
Enterprise value
|
$
|
299.7
|
|
Plus non-debt liabilities
|
763.9
|
|
|
Reorganization value of Successor assets
|
$
|
1,063.6
|
|
(a)
|
The cash payments recorded on the Effective Date from implementation of the Plan of Reorganization include the following (in millions):
|
Payment of claims for interest payable on the Old Notes at the non-default rate
|
$
|
15.9
|
|
Payment of professional fees
|
1.5
|
|
|
Payment of unsecured pre-petition claims
|
1.6
|
|
|
Net decrease in cash
|
$
|
19.0
|
|
(b)
|
Represents payment in advance of the fees and expenses for the trustee and collateral agent for the New Notes issued at the Effective Date.
|
(c)
|
Represents
$0.7 million
of debt issuance cost incurred on the New Notes. These costs will be amortized using the straight-line method, which approximates the effective interest method, over the life of the New Notes.
|
(d)
|
Primarily represents success fees accrued upon emergence from Chapter 11 bankruptcy that have been included in
Reorganization Items, Net
in the consolidated statements of operations.
|
(e)
|
Adjustment reflects the issuance of the
$240.4 million
in New Notes to holders of the Old Notes and Old Preferred Stock.
|
(f)
|
The adjustment to liabilities subject to compromise relates to the extinguishment of the Old Notes, the Old Preferred Stock and unsecured general claims. The holders of Old Notes received New Notes, cash on interest accrued at the non-default rate to the Effective Date and New Common Stock. The holders of Old Preferred Stock received New Notes and Class B Common Stock. The holders of unsecured general claims received cash outlays on the Effective Date.
|
(g)
|
Represents the cancellation of the unamortized restricted stock and restricted stock units of the Predecessor Company.
|
(h)
|
Upon the Effective Date, the Company froze benefit accruals under the supplemental executive retirement plans (“SERP”). The $2.2 million adjustment reflects the curtailment related to the freeze of the benefits under these plans.
|
(i)
|
Pursuant to the Plan of Reorganization, the Company issued 9 million shares of New Common Stock. This adjustment records the Successor Company’s New Common Stock and additional paid in capital of $59.3 million, which represents the fair value of the New Common Stock for financial statement reporting purposes.
|
(j)
|
As a result of the Plan of Reorganization, the adjustment to the accumulated deficit equaled the gain on extinguishment of debt, offset by the issuance of the Successor Company’s New Notes, New Common Stock and cash payments as follows (in millions):
|
(k)
|
Inventories were mainly valued using a net realizable value method which utilizes the expected selling prices to customers as a basis for valuing finished goods. An adjustment of
$35.4 million
was recorded to increase the book value of SWU inventories to fair value.
|
(l)
|
The adjustment reflects the elimination of deferred costs associated with deferred revenue and of the deferred revenue of
$73.9 million
and
$94.0 million
, respectively, resulting in a gain of
$20.1 million
recorded in
Reorganization Items, Net
, and the establishment of the remaining performance obligation of the Successor Company.
|
(m)
|
Reflects the tax effects of the fresh start adjustments at statutory tax rates applicable to such adjustments, net of adjustments to the valuation allowance.
|
(n)
|
The adjustment reflects the fair value of identifiable intangible assets of
$123.5 million
, determined as follows:
|
•
|
Forecasted sales
and profit margins associated with contracts in place for the period ranging from October 1, 2014 to December 31, 2022; and
|
•
|
Discount rate of 9.0%, based on the after-tax weighted-average cost of capital.
|
•
|
Estimate of sales from existing customers representing 65% of projected non-contractual sales over the remaining economic life of the existing customers, which was comprised of a discrete forecast from October 1, 2014 to December 31, 2022 and an expectation of sales beyond 2022, in consideration of the identifiable customer base, sales experience, and forecast market demand;
|
•
|
Forecasted profit margins associated with the existing customer base for the period ranging from October 1, 2014 to December 31, 2022; and
|
•
|
Discount rate of 10.0%, based on the after-tax weighted-average cost of capital, adjusted for perceived business risk associated with this intangible asset.
|
(o)
|
The adjustment records the reorganization value of assets in excess of amounts allocated to identified tangible and intangible assets as follows (in millions).
|
Enterprise value
|
$
|
299.7
|
|
Add: Fair value of liabilities excluded from enterprise value
|
763.9
|
|
|
Less: Fair value of tangible assets
|
(802.9
|
)
|
|
Less: Fair value of identified intangible assets
|
(123.5
|
)
|
|
Reorganization value of Successor assets in excess of amounts allocated to identified tangible and intangible assets
|
$
|
137.2
|
|
(p)
|
The adjustment reflects an aggregate increase of $94.7 million in pension and postretirement benefit obligations based on a remeasurement at the Effective Date. The remeasurement of plan obligations include revised mortality rate and discount rate assumptions. Further details are provided in Note 15.
|
(q)
|
The Predecessor Company’s accumulated deficit and accumulated other comprehensive income is eliminated in conjunction with the adoption of fresh start accounting. Also, pursuant to the Plan of Reorganization, the Old Common Stock and related additional paid in capital were eliminated to retained earnings as all of the Predecessor Company equity interests were cancelled. The Predecessor Company recognized a gain of $99.8 million related to the fresh start accounting adjustments as follows (in millions):
|
Establishment of Successor Company’s excess reorganization value
|
$
|
137.2
|
|
Establishment of Successor Company’s other intangible assets
|
123.5
|
|
|
Inventory fair value adjustments
|
35.4
|
|
|
Deferred costs and deferred revenue fair value adjustments
|
20.1
|
|
|
Pension and postretirement remeasurement
|
(94.7
|
)
|
|
Gain on revaluation of assets and liabilities
|
$
|
221.5
|
|
Cancellation of accumulated other comprehensive income
|
(121.7
|
)
|
|
Total gain on fresh start accounting adjustments
|
$
|
99.8
|
|
Cancellation of Predecessor Company equity
|
1,183.6
|
|
|
Total adjustment to retained deficit (earnings)
|
$
|
1,283.4
|
|
|
Successor
|
|
|
Predecessor
|
||||
|
3 Mos. Ended Dec. 31, 2014
|
|
|
9 Mos. Ended Sep. 30, 2014
|
||||
Professional fees
|
$
|
1.5
|
|
|
|
$
|
22.3
|
|
Expense of deferred financing costs on convertible senior notes
|
—
|
|
|
|
1.2
|
|
||
Effects of Plan:
|
|
|
|
|
||||
Gain on cancellation of convertible senior notes, net
|
—
|
|
|
|
(284.7
|
)
|
||
Gain on cancellation of convertible preferred stock, net
|
—
|
|
|
|
(64.1
|
)
|
||
Expense of unamortized restricted stock
|
—
|
|
|
|
0.4
|
|
||
Gain related to the freeze of SERP benefits
|
—
|
|
|
|
(2.2
|
)
|
||
Fresh Start Adjustments:
|
|
|
|
|
||||
Revaluation of deferred revenue, net of deferred costs
|
—
|
|
|
|
(20.1
|
)
|
||
Revaluation of inventory
|
—
|
|
|
|
(35.4
|
)
|
||
Valuation of intangible assets
|
—
|
|
|
|
(260.7
|
)
|
||
Remeasurement of pension and postretirement benefit obligations
|
—
|
|
|
|
94.7
|
|
||
Elimination of Predecessor Company accumulated other comprehensive loss related to pension and postretirement benefit obligations
|
—
|
|
|
|
121.7
|
|
||
Reorganization items, net
|
$
|
1.5
|
|
|
|
$
|
(426.9
|
)
|
-
|
Site expenses, including lease turnover activities and Paducah and Portsmouth retiree benefit costs, of
$17.2 million
in the three months ended December 31, 2014,
$51.3 million
in the nine months ended September 30, 2014, and
$103.0 million
in 2013. Following the cessation of enrichment at the Paducah GDP, costs for plant activities that formerly were capitalized as production costs have been 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 to DOE in October 2014;
|
-
|
Inventory charges of
$0.4 million
in the three months ended December 31, 2014,
$13.5 million
in the nine months ended September 30, 2014, and
$40.2 million
in 2013. The Company incurred charges for residual uranium in cylinders transferred to DOE and inventories that had been deployed for cascade drawdown, assay blending and repackaging. The Company determined that it was uneconomic to recover resulting residual quantities for resale. In 2013, charges included uranium inventory valuation adjustments of
$15.2 million
to reflect declines in uranium market price indicators. Inventories of SWU and uranium are valued at lower of cost or market;
|
-
|
Accelerated asset charges of
$1.9 million
in the nine months ended September 30, 2014 and
$39.2 million
in 2013. 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 were 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 cessation of enrichment at the end of May 2013, and the depreciation of property, plant and equipment at the Paducah GDP was completed as of June 30, 2014. In 2013, charges included an immediate asset retirement charge of
$19.8 million
for property, plant and equipment formerly used in the enrichment process at the Paducah GDP; and
|
-
|
Power contract losses of
$11.8 million
in 2013. As a result of falling prices in power markets, the Company incurred expenses as it ceased enrichment at the Paducah GDP and canceled remaining power purchases.
|
|
Predecessor
|
|
|
Successor
|
||||||||||||||||||||||||
|
Liability Balance to Be Paid,
Dec. 31, 2012
|
|
2013
|
|
Liability Balance to Be Paid,
Dec. 31, 2013
|
|
Nine Months Ending Sep. 30, 2014
|
|
|
Liability Balance to Be Paid,
Sep. 30, 2014
|
||||||||||||||||||
|
|
Special Charges
|
|
2013
Paid
|
|
|
Special Charges
|
|
Paid
|
|
|
|||||||||||||||||
Workforce reductions, primarily severance payments
|
$
|
—
|
|
|
$
|
25.2
|
|
|
$
|
(4.0
|
)
|
|
$
|
21.2
|
|
|
$
|
4.5
|
|
|
$
|
(13.6
|
)
|
|
|
$
|
12.1
|
|
Less: Amounts billed to DOE
|
*
|
|
|
(1.2
|
)
|
|
*
|
|
|
*
|
|
|
(2.4
|
)
|
|
*
|
|
|
|
*
|
|
|||||||
Pension and postretirement benefit charges, non-cash
|
*
|
|
|
22.2
|
|
|
*
|
|
|
*
|
|
|
—
|
|
|
*
|
|
|
|
*
|
|
|||||||
Advisory costs
|
0.1
|
|
|
11.0
|
|
|
(9.9
|
)
|
|
1.2
|
|
|
—
|
|
|
(1.2
|
)
|
|
|
—
|
|
|||||||
|
$
|
0.1
|
|
|
$
|
57.2
|
|
|
$
|
(13.9
|
)
|
|
$
|
22.4
|
|
|
$
|
2.1
|
|
|
$
|
(14.8
|
)
|
|
|
$
|
12.1
|
|
|
Successor
|
||||||||||||||
|
Liability Balance to Be Paid,
Sep. 30, 2014
|
|
Three Months Ending Dec. 31, 2014
|
|
Liability Balance to Be Paid,
Dec. 31, 2014
|
||||||||||
|
|
Special Charges
|
|
Paid
|
|
||||||||||
Workforce reductions, primarily severance payments
|
$
|
12.1
|
|
|
$
|
3.7
|
|
|
$
|
(13.4
|
)
|
|
$
|
2.4
|
|
Less: Amounts billed to DOE
|
*
|
|
|
(1.6
|
)
|
|
*
|
|
|
*
|
|
||||
|
$
|
12.1
|
|
|
$
|
2.1
|
|
|
$
|
(13.4
|
)
|
|
$
|
2.4
|
|
|
Successor
|
|
|
Predecessor
|
||||
($ millions)
|
December 31,
2014 |
|
|
December 31, 2013
|
||||
|
|
|
|
|
||||
Utility customers and other
|
$
|
36.3
|
|
|
|
$
|
129.3
|
|
DOE cost share of Cooperative Agreement funding
|
—
|
|
|
|
20.1
|
|
||
Contract services, primarily DOE
|
22.6
|
|
|
|
13.6
|
|
||
Accounts receivable, net
|
$
|
58.9
|
|
|
|
$
|
163.0
|
|
|
Successor
|
|
|
Predecessor
|
||||||||||||||||||||
|
December 31, 2014
|
|
|
December 31, 2013
|
||||||||||||||||||||
|
Current
Assets
|
|
Current
Liabilities
(a)
|
|
Inventories, Net
|
|
|
Current
Assets
|
|
Current
Liabilities
(a)
|
|
Inventories, Net
|
||||||||||||
Separative work units
|
$
|
330.6
|
|
|
$
|
76.6
|
|
|
$
|
254.0
|
|
|
|
$
|
628.4
|
|
|
$
|
200.0
|
|
|
$
|
428.4
|
|
Uranium
|
131.4
|
|
|
82.3
|
|
|
49.1
|
|
|
|
335.4
|
|
|
299.7
|
|
|
35.7
|
|
||||||
Materials and supplies
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|
|
3.8
|
|
|
—
|
|
|
3.8
|
|
||||||
|
$
|
462.2
|
|
|
$
|
158.9
|
|
|
$
|
303.3
|
|
|
|
$
|
967.6
|
|
|
$
|
499.7
|
|
|
$
|
467.9
|
|
(a)
|
Inventories owed to customers and suppliers, included in current liabilities, consist primarily of SWU and uranium inventories owed to fabricators.
|
|
Successor
|
|
|
Predecessor
|
||||
($ millions)
|
December 31,
2014 |
|
|
December 31, 2013
|
||||
|
|
|
|
|
||||
Property, plant and equipment, gross
|
$
|
3.7
|
|
|
|
$
|
305.1
|
|
Accumulated depreciation
|
(0.2
|
)
|
|
|
(297.2
|
)
|
||
Property, plant and equipment, net
|
$
|
3.5
|
|
|
|
$
|
7.9
|
|
|
Successor
|
|
|
Predecessor
|
||||
|
3 Mos. Ended Dec. 31, 2014
|
|
|
9 Mos. Ended Sep. 30, 2014
|
||||
Sales of assets and property
|
$
|
1.8
|
|
|
|
$
|
8.9
|
|
Less: asset retirements and related sales expenses
|
0.5
|
|
|
|
3.2
|
|
||
Net gains on sales of assets and property
|
$
|
1.3
|
|
|
|
$
|
5.7
|
|
|
|
|
|
|
||||
Cash proceeds received
|
$
|
2.1
|
|
|
|
$
|
8.4
|
|
|
Successor
|
||||||||||
($ millions)
|
September 30,
2014 |
|
Accumulated Amortization
|
|
December 31,
2014 |
||||||
|
|
|
|
|
|
||||||
Amortizable intangible assets:
|
|
|
|
|
|
||||||
Backlog
|
$
|
54.6
|
|
|
$
|
(3.2
|
)
|
|
$
|
51.4
|
|
Customer relationships
|
68.9
|
|
|
(1.1
|
)
|
|
67.8
|
|
|||
Total
|
$
|
123.5
|
|
|
$
|
(4.3
|
)
|
|
$
|
119.2
|
|
|
|
|
|
|
|
||||||
Nonamortizable intangible assets:
|
|
|
|
|
|
||||||
Excess reorganizational value
|
$
|
137.2
|
|
|
|
|
$
|
137.2
|
|
2015
|
$
|
12.6
|
|
2016
|
12.4
|
|
|
2017
|
10.4
|
|
|
2018
|
9.7
|
|
|
2019
|
9.6
|
|
|
Thereafter
|
64.5
|
|
|
|
$
|
119.2
|
|
|
Successor
|
|
|
Predecessor
|
||||
($ millions)
|
December 31,
2014 |
|
|
December 31,
2013 |
||||
|
|
|
|
|
||||
Trade payables
|
$
|
10.4
|
|
|
|
$
|
8.7
|
|
Compensation and benefits
|
22.4
|
|
|
|
27.3
|
|
||
Severance
|
2.4
|
|
|
|
21.2
|
|
||
Lease turnover costs
|
—
|
|
|
|
30.4
|
|
||
Other accrued liabilities
|
15.3
|
|
|
|
26.9
|
|
||
|
$
|
50.5
|
|
|
|
$
|
114.5
|
|
•
|
under a future credit facility;
|
•
|
held by or for the benefit of the Pension Benefit Guaranty Corporation ("PBGC") pursuant to any settlement of any actual or alleged ERISA Section 4062(e) event;
|
•
|
held by any party with respect to any equity investment (or any commitment to make an equity investment) with respect to the financing of the American Centrifuge project;
|
•
|
held by DOE, export credit agencies or any other lenders or insurers with respect to the financing or government support of the American Centrifuge project; and
|
•
|
held by the U.S. government.
|
|
Predecessor
|
|
|
Successor
|
||||||||||||||||||||||||
|
Dec. 31,
2012
|
|
Additions/
(Reclasses)
|
|
Reductions
|
|
Dec. 31,
2013
|
|
Additions
|
|
Reductions
|
|
|
Sep. 30,
2014
|
||||||||||||||
Other current assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Bank credit facilities
|
$
|
3.0
|
|
|
$
|
2.2
|
|
|
$
|
(5.2
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
Convertible notes
|
—
|
|
|
1.8
|
|
|
(0.2
|
)
|
|
1.6
|
|
|
—
|
|
|
(1.6
|
)
|
|
|
—
|
|
|||||||
Other long-term assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Convertible notes
|
3.6
|
|
|
(1.8
|
)
|
|
(1.8
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|||||||
PIK toggle notes
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
|
—
|
|
|
|
0.7
|
|
|||||||
Total
|
$
|
6.6
|
|
|
$
|
2.2
|
|
|
$
|
(7.2
|
)
|
|
$
|
1.6
|
|
|
$
|
0.7
|
|
|
$
|
(1.6
|
)
|
|
|
$
|
0.7
|
|
|
Successor
|
||||||||||||||
|
Sep. 30,
2014
|
|
Additions
|
|
Reductions
|
|
Dec. 31,
2014
|
||||||||
Other long-term assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
PIK toggle notes
|
0.7
|
|
|
—
|
|
|
—
|
|
|
0.7
|
|
||||
Total
|
$
|
0.7
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.7
|
|
•
|
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)
|
|||||||||||||||||||||||
|
Successor
|
|
|
Predecessor
|
||||||||||||||||||||
|
December 31, 2014
|
|
|
December 31, 2013
|
||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash equivalents (a)
|
—
|
|
$
|
212.2
|
|
|
—
|
|
$
|
212.2
|
|
|
|
—
|
|
$
|
312.7
|
|
|
—
|
|
$
|
312.7
|
|
Deferred compensation asset (b)
|
—
|
|
3.2
|
|
|
—
|
|
3.2
|
|
|
|
—
|
|
3.1
|
|
|
—
|
|
3.1
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Deferred compensation obligation (b)
|
—
|
|
3.0
|
|
|
—
|
|
3.0
|
|
|
|
—
|
|
3.0
|
|
|
—
|
|
3.0
|
|
(a)
|
Cash equivalents consist of funds invested in institutional money market funds. These investments are classified within Level 2 of the valuation hierarchy because the publicly reported Net Asset Value (“NAV”) of one dollar does not necessarily reflect the fair value of the underlying securities.
|
(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.
|
|
Successor
|
|
|
Predecessor
|
||||||||||||
|
December 31, 2014
|
|
|
December 31, 2013
|
||||||||||||
|
Carrying Value
|
|
Fair
Value
|
|
|
Carrying Value
|
|
Fair
Value
|
||||||||
8% PIK toggle notes
|
$
|
240.4
|
|
|
$
|
121.2
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Convertible senior notes, excluding accrued interest
|
—
|
|
|
—
|
|
|
|
530.0
|
|
|
184.1
|
|
|
Defined Benefit Pension Plans
|
|
Postretirement Health
and Life Benefit Plans
|
||||||||||||||||||||||
|
Successor
|
|
|
Predecessor
|
|
Successor
|
|
|
Predecessor
|
||||||||||||||||
|
Three Months Ended December 31, 2014
|
|
|
Nine Months Ended September 30, 2014
|
|
Year Ended December 31, 2013
|
|
Three Months Ended December 31, 2014
|
|
|
Nine Months Ended September 30, 2014
|
|
Year Ended December 31, 2013
|
||||||||||||
Changes in Benefit Obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Obligations at beginning of period
|
$
|
965.1
|
|
|
|
$
|
907.4
|
|
|
$
|
1,099.0
|
|
|
$
|
240.4
|
|
|
|
$
|
231.9
|
|
|
$
|
248.8
|
|
Actuarial (gains) losses, net
|
18.7
|
|
|
|
96.0
|
|
|
(121.0
|
)
|
|
4.3
|
|
|
|
8.3
|
|
|
(25.2
|
)
|
||||||
Service costs
|
2.0
|
|
|
|
1.8
|
|
|
9.9
|
|
|
0.2
|
|
|
|
1.3
|
|
|
3.6
|
|
||||||
Interest costs
|
10.2
|
|
|
|
31.7
|
|
|
45.0
|
|
|
2.3
|
|
|
|
7.5
|
|
|
9.0
|
|
||||||
Benefits paid
|
(15.0
|
)
|
|
|
(44.3
|
)
|
|
(58.2
|
)
|
|
(2.8
|
)
|
|
|
(8.7
|
)
|
|
(12.2
|
)
|
||||||
Lump sum benefits paid
|
(17.9
|
)
|
|
|
(24.7
|
)
|
|
(47.2
|
)
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||||
Less federal subsidy on benefits paid
|
—
|
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
|
0.1
|
|
|
0.5
|
|
||||||
Administrative expenses paid
|
(1.7
|
)
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
|
N/A
|
|
|
N/A
|
|
||||||
Plan amendments
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(6.8
|
)
|
|
|
—
|
|
|
(27.8
|
)
|
||||||
Curtailments
|
—
|
|
|
|
(2.8
|
)
|
|
(20.1
|
)
|
|
—
|
|
|
|
—
|
|
|
24.6
|
|
||||||
Special termination benefits
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
10.6
|
|
||||||
Obligations at end of period
|
961.4
|
|
|
|
965.1
|
|
|
907.4
|
|
|
237.7
|
|
|
|
240.4
|
|
|
231.9
|
|
||||||
Changes in Plan Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of plan assets at beginning of period
|
781.5
|
|
|
|
784.0
|
|
|
774.8
|
|
|
28.7
|
|
|
|
36.9
|
|
|
41.6
|
|
||||||
Actual return on plan assets
|
25.5
|
|
|
|
46.2
|
|
|
92.7
|
|
|
0.7
|
|
|
|
0.5
|
|
|
6.9
|
|
||||||
Company contributions
|
—
|
|
|
|
20.3
|
|
|
21.9
|
|
|
(0.3
|
)
|
|
|
—
|
|
|
0.6
|
|
||||||
Benefits paid
|
(15.0
|
)
|
|
|
(44.3
|
)
|
|
(58.2
|
)
|
|
(2.8
|
)
|
|
|
(8.7
|
)
|
|
(12.2
|
)
|
||||||
Lump sum benefits paid
|
(17.9
|
)
|
|
|
(24.7
|
)
|
|
(47.2
|
)
|
|
—
|
|
|
|
—
|
|
|
—
|
|
||||||
Administrative expenses paid
|
(1.7
|
)
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
|
N/A
|
|
|
N/A
|
|
||||||
Fair value of plan assets at end of period
|
772.4
|
|
|
|
781.5
|
|
|
784.0
|
|
|
26.3
|
|
|
|
28.7
|
|
|
36.9
|
|
||||||
(Unfunded) status at end of period
|
(189.0
|
)
|
|
|
(183.6
|
)
|
|
(123.4
|
)
|
|
(211.4
|
)
|
|
|
(211.7
|
)
|
|
(195.0
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amounts recognized in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current liabilities
|
$
|
(9.7
|
)
|
|
|
$
|
(9.5
|
)
|
|
$
|
(2.2
|
)
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|||
Noncurrent liabilities
|
(179.3
|
)
|
|
|
(174.1
|
)
|
|
(121.2
|
)
|
|
(211.4
|
)
|
|
|
(211.7
|
)
|
|
(195.0
|
)
|
||||||
|
$
|
(189.0
|
)
|
|
|
$
|
(183.6
|
)
|
|
$
|
(123.4
|
)
|
|
$
|
(211.4
|
)
|
|
|
$
|
(211.7
|
)
|
|
$
|
(195.0
|
)
|
Amounts recognized in accumulated other comprehensive income (loss), pre-tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net actuarial loss
|
$
|
—
|
|
|
|
$
|
202.4
|
|
|
$
|
115.3
|
|
|
$
|
—
|
|
|
|
$
|
22.0
|
|
|
$
|
12.8
|
|
Prior service cost (credit)
|
—
|
|
|
|
—
|
|
|
0.2
|
|
|
(6.8
|
)
|
|
|
(1.8
|
)
|
|
(2.1
|
)
|
||||||
|
$
|
—
|
|
|
|
$
|
202.4
|
|
|
$
|
115.5
|
|
|
$
|
(6.8
|
)
|
|
|
$
|
20.2
|
|
|
$
|
10.7
|
|
Assumptions used to determine benefit obligations at end of period:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate
|
4.1%
|
|
|
4.3%
|
|
4.9%
|
|
3.8%
|
|
|
4.0%
|
|
4.5%
|
Compensation increases
|
n/a
|
|
|
n/a
|
|
2.0%
|
|
2.0%
|
|
|
2.0%
|
|
2.0%
|
|
Defined Benefit Pension Plans
|
|
Postretirement Health
and Life Benefit Plans
|
||||||||||||||||||||||
|
Successor
|
|
|
Predecessor
|
|
Successor
|
|
|
Predecessor
|
||||||||||||||||
|
Three Mos. Ended Dec. 31, 2014
|
|
|
Nine Mos. Ended Sep. 30, 2014
|
|
Year Ended Dec. 31, 2013
|
|
Three Mos. Ended Dec. 31, 2014
|
|
|
Nine Mos. Ended Sep. 30, 2014
|
|
Year Ended Dec. 31, 2013
|
||||||||||||
Net Periodic Benefit Costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service costs
|
$
|
2.0
|
|
|
|
$
|
1.8
|
|
|
$
|
9.9
|
|
|
$
|
0.2
|
|
|
|
$
|
1.3
|
|
|
$
|
3.6
|
|
Interest costs
|
10.2
|
|
|
|
31.7
|
|
|
45.0
|
|
|
2.3
|
|
|
|
7.5
|
|
|
9.0
|
|
||||||
Expected return on plan assets (gains)
|
(13.1
|
)
|
|
|
(38.5
|
)
|
|
(51.1
|
)
|
|
(0.4
|
)
|
|
|
(1.5
|
)
|
|
(2.3
|
)
|
||||||
Amortization of prior service costs (credits), net
|
|
|
|
—
|
|
|
0.7
|
|
|
—
|
|
|
|
(0.3
|
)
|
|
—
|
|
|||||||
Amortization of actuarial (gains) losses, net
|
6.4
|
|
|
|
1.0
|
|
|
16.2
|
|
|
4.0
|
|
|
|
|
|
|
2.7
|
|
||||||
Curtailment loss (gain)
|
—
|
|
|
|
(2.2
|
)
|
|
12.6
|
|
|
—
|
|
|
|
—
|
|
|
(1.0
|
)
|
||||||
Special termination loss
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
10.6
|
|
||||||
Net periodic benefit costs
|
$
|
5.5
|
|
|
|
$
|
(6.2
|
)
|
|
$
|
33.3
|
|
|
$
|
6.1
|
|
|
|
$
|
7.0
|
|
|
$
|
22.6
|
|
Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net valuation (gain) loss
|
$
|
6.4
|
|
|
|
$
|
85.4
|
|
|
$
|
(182.7
|
)
|
|
$
|
4.0
|
|
|
|
$
|
9.2
|
|
|
$
|
(5.1
|
)
|
Net prior service cost (credit)
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(6.8
|
)
|
|
|
—
|
|
|
(27.8
|
)
|
||||||
Amortization of actuarial gains (losses), net
|
(6.4
|
)
|
|
|
1.5
|
|
|
(28.0
|
)
|
|
(4.0
|
)
|
|
|
—
|
|
|
(27.3
|
)
|
||||||
Amortization of prior service (costs) credits
|
—
|
|
|
|
(0.2
|
)
|
|
(1.5
|
)
|
|
—
|
|
|
|
0.3
|
|
|
25.6
|
|
||||||
Total (gain) loss recognized in other comprehensive income (loss), pre-tax
|
$
|
—
|
|
|
|
$
|
86.7
|
|
|
$
|
(212.2
|
)
|
|
$
|
(6.8
|
)
|
|
|
$
|
9.5
|
|
|
$
|
(34.6
|
)
|
Total recognized in net periodic benefit costs (income) and other comprehensive income (loss), pre-tax
|
$
|
5.5
|
|
|
|
$
|
80.5
|
|
|
$
|
(178.9
|
)
|
|
$
|
(0.7
|
)
|
|
|
$
|
16.5
|
|
|
$
|
12.0
|
|
|
Defined Benefit Pension Plans
|
|
Postretirement Health
and Life Benefit Plans
|
||||||||||
|
Successor
|
|
|
Predecessor
|
|
Successor
|
|
|
Predecessor
|
||||
|
Three Mos. Ended Dec. 31, 2014
|
|
|
Nine Mos. Ended Sep. 30, 2014
|
|
Year Ended Dec. 31, 2013
|
|
Three Mos. Ended Dec. 31, 2014
|
|
|
Nine Mos. Ended Sep. 30, 2014
|
|
Year Ended Dec. 31, 2013
|
Assumptions used to determine net periodic benefit costs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate
|
4.1%
|
|
|
4.3%
|
|
4.9%
|
|
4.0%
|
|
|
4.0%
|
|
4.5%
|
Expected return on plan assets
|
7.0%
|
|
|
6.8%
|
|
6.8%
|
|
5.8%
|
|
|
6.8%
|
|
6.8%
|
Compensation increases
|
n/a
|
|
|
n/a
|
|
4.0%
|
|
2.0%
|
|
|
2.0%
|
|
4.0%
|
|
Successor
|
|
|
Predecessor
|
||
|
December 31, 2014
|
|
|
September 30, 2014
|
|
December 31, 2013
|
Healthcare cost trend rate for the following year
|
8%
|
|
|
7.5%
|
|
7.5%
|
Long-term rate that the healthcare cost trend rate gradually declines to
|
5%
|
|
|
5%
|
|
5%
|
Year that the healthcare cost trend rate is expected to reach the long-term rate
|
2021
|
|
|
2019
|
|
2019
|
|
One Percentage Point
|
||||||
|
Increase
|
|
Decrease
|
||||
Postretirement health benefit obligation
|
$
|
5.9
|
|
|
$
|
(5.5
|
)
|
Net periodic benefit costs (service and interest cost components only)
|
$
|
0.1
|
|
|
$
|
(0.1
|
)
|
|
December 31,
|
|
|
||||||
|
2014
|
|
2013
|
|
2015 Target
|
||||
Defined Benefit Pension Plans:
|
|
|
|
|
|
|
|
||
Equity securities
|
48
|
%
|
|
54
|
%
|
|
40
|
-
|
60%
|
Debt securities
|
52
|
|
|
46
|
|
|
40
|
-
|
60
|
|
100
|
%
|
|
100
|
%
|
|
|
|
|
Postretirement Health and Life Benefit Plans:
|
|
|
|
|
|
|
|
||
Equity securities
|
65
|
%
|
|
69
|
%
|
|
55
|
-
|
75%
|
Debt securities
|
35
|
|
|
31
|
|
|
25
|
-
|
45
|
|
100
|
%
|
|
100
|
%
|
|
|
|
|
|
Defined Benefit Pension Plans
|
||||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||||||
U.S. government securities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
81.5
|
|
|
$
|
74.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
81.5
|
|
|
$
|
74.2
|
|
Collective trust - money market funds
|
—
|
|
|
—
|
|
|
10.6
|
|
|
19.4
|
|
|
—
|
|
|
—
|
|
|
10.6
|
|
|
19.4
|
|
||||||||
Collective trust - bond funds
|
—
|
|
|
—
|
|
|
51.8
|
|
|
48.1
|
|
|
—
|
|
|
—
|
|
|
51.8
|
|
|
48.1
|
|
||||||||
Collective trust - equity funds
|
—
|
|
|
—
|
|
|
366.7
|
|
|
423.1
|
|
|
—
|
|
|
—
|
|
|
366.7
|
|
|
423.1
|
|
||||||||
Corporate debt
|
—
|
|
|
—
|
|
|
249.6
|
|
|
208.5
|
|
|
—
|
|
|
—
|
|
|
249.6
|
|
|
208.5
|
|
||||||||
Municipal bonds
|
—
|
|
|
—
|
|
|
8.1
|
|
|
7.0
|
|
|
—
|
|
|
—
|
|
|
8.1
|
|
|
7.0
|
|
||||||||
Fair value of investments by hierarchy level
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
768.3
|
|
|
$
|
780.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
768.3
|
|
|
$
|
780.3
|
|
Accrued interest receivable
|
|
|
|
|
|
|
|
|
|
|
|
|
4.0
|
|
|
4.0
|
|
||||||||||||||
Unsettled transactions
|
|
|
|
|
|
|
|
|
|
|
|
|
0.1
|
|
|
(0.3
|
)
|
||||||||||||||
Plan assets
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
772.4
|
|
|
$
|
784.0
|
|
|
Postretirement Health and Life Benefit Plans
|
||||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||||||||||
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||||||
Money market funds
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.8
|
|
|
$
|
0.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
0.8
|
|
|
$
|
0.9
|
|
Bond mutual funds
|
8.5
|
|
|
10.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.5
|
|
|
10.4
|
|
||||||||
Equity mutual funds
|
17.0
|
|
|
25.6
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17.0
|
|
|
25.6
|
|
||||||||
Fair value of investments by hierarchy level
|
$
|
25.5
|
|
|
$
|
36.0
|
|
|
$
|
0.8
|
|
|
$
|
0.9
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
26.3
|
|
|
$
|
36.9
|
|
|
Year Ended December 31, 2013
|
||
Beginning balance
|
$
|
0.6
|
|
Transfer out to Level 2
|
(0.6
|
)
|
|
Transfer in from Level 2
|
—
|
|
|
New purchases
|
—
|
|
|
Ending balance
|
$
|
—
|
|
|
Defined Benefit Pension Plans
|
|
Postretirement Health and Life Benefit Plans
|
||||
2015
|
$
|
92.9
|
|
|
$
|
18.6
|
|
2016
|
58.6
|
|
|
22.1
|
|
||
2017
|
56.9
|
|
|
23.9
|
|
||
2018
|
56.0
|
|
|
23.0
|
|
||
2019
|
53.4
|
|
|
21.7
|
|
||
2020 to 2024
|
253.6
|
|
|
84.0
|
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
Three Months Ended December 31, 2014
|
|
|
Nine Months Ended September 30, 2014
|
|
Year Ended December 31, 2013
|
||||||
|
|
|
|
|
|
|
||||||
Total stock-based compensation costs:
|
|
|
|
|
|
|
||||||
Restricted stock and restricted stock units
|
$
|
0.1
|
|
|
|
$
|
0.6
|
|
|
$
|
1.9
|
|
Stock options, performance awards and other
|
0.1
|
|
|
|
—
|
|
|
0.1
|
|
|||
Expense included primarily in selling, general and administrative expense
|
$
|
0.2
|
|
|
|
$
|
0.6
|
|
|
$
|
2.0
|
|
|
|
|
|
|
|
|
||||||
Total recognized tax benefit
|
$
|
—
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Shares
|
|
Weighted-Average
Grant-Date
Fair Value
|
|||
Restricted Shares at December 31, 2013 (predecessor)
|
63
|
|
|
$
|
23.53
|
|
Granted
|
—
|
|
|
—
|
|
|
Vested
|
(33
|
)
|
|
23.53
|
|
|
Forfeited/Surrendered
|
(30
|
)
|
|
23.53
|
|
|
Restricted Shares at September 30, 2014 (predecessor)
|
—
|
|
|
$
|
—
|
|
|
Successor
|
|
Three Months Ended December 31, 2014
|
|
|
Risk-free interest rate
|
1.89%
|
Expected volatility
|
75%
|
Expected option life (years)
|
6
|
Weighted-average grant date fair value
|
$3.72
|
Options granted
|
92,500
|
|
|
Stock Options (thousands)
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Life in Years
|
|
Aggregate Intrinsic Value (millions)
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2013 (predecessor)
|
|
1
|
|
$289.15
|
|
|
|
|
Granted
|
|
—
|
|
—
|
|
|
|
|
Exercised
|
|
—
|
|
—
|
|
|
|
|
Forfeited or expired
|
|
(1)
|
|
289.15
|
|
|
|
|
Outstanding at September 30, 2014 (predecessor)
|
|
—
|
|
—
|
|
—
|
|
—
|
Exercisable at September 30, 2014 (predecessor)
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at September 30, 2014 (successor)
|
|
—
|
|
—
|
|
|
|
|
Granted
|
|
93
|
|
$5.62
|
|
|
|
|
Exercised
|
|
—
|
|
—
|
|
|
|
|
Forfeited or expired
|
|
—
|
|
—
|
|
|
|
|
Outstanding at December 31, 2014 (successor)
|
|
93
|
|
$5.62
|
|
—
|
|
—
|
Exercisable at December 31, 2014 (successor)
|
|
—
|
|
—
|
|
—
|
|
—
|
Stock Exercise Price
|
|
Options Outstanding (thousands)
|
|
Weighted Average Remaining Contractual Life in Years
|
|
Options Exercisable (thousands)
|
|
|
|
|
|
|
|
$5.62
|
|
93
|
|
9.9
|
|
-
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
Three Months Ended December 31, 2014
|
|
|
Nine Months Ended September 30, 2014
|
|
Year Ended December 31, 2013
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
$
|
—
|
|
|
|
$
|
—
|
|
|
$
|
—
|
|
State and local
|
—
|
|
|
|
(1.0
|
)
|
|
(1.8
|
)
|
|||
Foreign
|
—
|
|
|
|
—
|
|
|
—
|
|
|||
|
—
|
|
|
|
(1.0
|
)
|
|
(1.8
|
)
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
(2.4
|
)
|
|
|
—
|
|
|
(83.0
|
)
|
|||
State and local
|
—
|
|
|
|
—
|
|
|
(1.7
|
)
|
|||
Foreign
|
—
|
|
|
|
—
|
|
|
—
|
|
|||
|
(2.4
|
)
|
|
|
—
|
|
|
(84.7
|
)
|
|||
|
$
|
(2.4
|
)
|
|
|
$
|
(1.0
|
)
|
|
$
|
(86.5
|
)
|
|
Successor
|
|
|
Predecessor
|
||||
|
December 31, 2014
|
|
|
December 31, 2013
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Plant lease turnover and other exit costs
|
$
|
0.9
|
|
|
|
$
|
17.4
|
|
Employee benefits costs
|
148.5
|
|
|
|
119.7
|
|
||
Inventory
|
6.6
|
|
|
|
10.1
|
|
||
Property, plant and equipment
|
450.2
|
|
|
|
508.8
|
|
||
Waste disposition
|
1.3
|
|
|
|
2.9
|
|
||
Net operating loss and credit carryforwards
|
76.7
|
|
|
|
89.2
|
|
||
Accrued expenses
|
5.4
|
|
|
|
4.7
|
|
||
Other
|
14.6
|
|
|
|
12.3
|
|
||
|
$
|
704.2
|
|
|
|
$
|
765.1
|
|
Valuation allowance
|
(659.6
|
)
|
|
|
(763.5
|
)
|
||
Deferred tax assets, net of valuation allowance
|
$
|
44.6
|
|
|
|
$
|
1.6
|
|
|
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
|
||||
Intangible assets
|
42.0
|
|
|
|
—
|
|
||
Prepaid expenses
|
2.6
|
|
|
|
1.6
|
|
||
Deferred tax liabilities
|
$
|
44.6
|
|
|
|
$
|
1.6
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
Successor
|
|
|
Predecessor
|
|||||
|
Three Months Ended December 31, 2014
|
|
|
Nine Months Ended September 30, 2014
|
|
Year Ended December 31, 2013
|
|||
Federal statutory tax rate
|
35
|
%
|
|
|
35
|
%
|
|
35
|
%
|
State income taxes, net of federal
|
1
|
|
|
|
—
|
|
|
2
|
|
Basis allocated to exempt income
|
17
|
|
|
|
—
|
|
|
—
|
|
Excess reorganization value
|
—
|
|
|
|
(14
|
)
|
|
—
|
|
Other nondeductible expenses
|
(4
|
)
|
|
|
—
|
|
|
(1
|
)
|
Preferred stock issuance costs and dividends paid-in-kind
|
—
|
|
|
|
—
|
|
|
(2
|
)
|
Valuation allowance against deferred tax assets
|
(39
|
)
|
|
|
(23
|
)
|
|
3
|
|
Restructuring costs
|
—
|
|
|
|
2
|
|
|
(1
|
)
|
State rate changes and tax attributes
|
(5
|
)
|
|
|
—
|
|
|
(4
|
)
|
|
5
|
%
|
|
|
—
|
%
|
|
32
|
%
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
Three Months Ended December 31, 2014
|
|
|
Nine Months Ended September 30, 2014
|
|
Year Ended December 31, 2013
|
||||||
Balance at beginning of the period
|
$
|
1.3
|
|
|
|
$
|
2.3
|
|
|
$
|
3.0
|
|
Reductions to tax positions of prior years
|
—
|
|
|
|
(1.0
|
)
|
|
(0.7
|
)
|
|||
Balance at end of the period
|
$
|
1.3
|
|
|
|
$
|
1.3
|
|
|
$
|
2.3
|
|
|
Successor
|
|
|
Predecessor
|
||||||||
(In millions, except per share amounts)
|
Three Months Ended December 31, 2014
|
|
|
Nine Months Ended September 30, 2014
|
|
Year Ended December 31, 2013
|
||||||
|
|
|
|
|
|
|
||||||
Numerators:
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
(42.3
|
)
|
|
|
$
|
340.1
|
|
|
$
|
(183.6
|
)
|
Income from discontinued operations
|
—
|
|
|
|
—
|
|
|
24.7
|
|
|||
Net income (loss)
|
$
|
(42.3
|
)
|
|
|
$
|
340.1
|
|
|
$
|
(158.9
|
)
|
Interest expense on convertible notes (a)
|
—
|
|
|
|
9.0
|
|
|
—
|
|
|||
Net income (loss) if converted - diluted
|
$
|
(42.3
|
)
|
|
|
$
|
349.1
|
|
|
$
|
(158.9
|
)
|
|
|
|
|
|
|
|
||||||
Denominator:
|
|
|
|
|
|
|
||||||
Weighted average common shares
|
9.0
|
|
|
|
5.0
|
|
|
5.0
|
|
|||
Less: Weighted average unvested restricted stock
|
—
|
|
|
|
0.1
|
|
|
0.1
|
|
|||
Denominator for basic calculation
|
9.0
|
|
|
|
4.9
|
|
|
4.9
|
|
|||
|
|
|
|
|
|
|
||||||
Weighted average effect of dilutive securities:
|
|
|
|
|
|
|
||||||
Stock compensation awards (d)
|
—
|
|
|
|
—
|
|
|
—
|
|
|||
Convertible notes
|
—
|
|
|
|
1.8
|
|
|
1.8
|
|
|||
Convertible preferred stock:
|
|
|
|
|
|
|
|
|
||||
Equivalent common shares (b)
|
—
|
|
|
|
27.2
|
|
|
10.3
|
|
|||
Less: share issuance limitation (c)
|
—
|
|
|
|
26.3
|
|
|
9.4
|
|
|||
Net allowable common shares
|
—
|
|
|
|
0.9
|
|
|
0.9
|
|
|||
Subtotal
|
—
|
|
|
|
2.7
|
|
|
2.7
|
|
|||
Less: shares excluded in a period of a net loss or antidilution
|
—
|
|
|
|
—
|
|
|
2.7
|
|
|||
Weighted average effect of dilutive securities
|
—
|
|
|
|
2.7
|
|
|
—
|
|
|||
Denominator for diluted calculation
|
9.0
|
|
|
|
7.6
|
|
|
4.9
|
|
|||
|
|
|
|
|
|
|
||||||
Basic income (loss) per share:
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
(4.70
|
)
|
|
|
$
|
69.41
|
|
|
$
|
(37.47
|
)
|
Income from discontinued operations
|
$
|
—
|
|
|
|
$
|
—
|
|
|
$
|
5.04
|
|
Net income (loss)
|
$
|
(4.70
|
)
|
|
|
$
|
69.41
|
|
|
$
|
(32.43
|
)
|
Diluted income (loss) per share:
|
|
|
|
|
|
|
||||||
Income (loss) from continuing operations
|
$
|
(4.70
|
)
|
|
|
$
|
45.93
|
|
|
$
|
(37.47
|
)
|
Income from discontinued operations
|
$
|
—
|
|
|
|
$
|
—
|
|
|
$
|
5.04
|
|
Net income (loss)
|
$
|
(4.70
|
)
|
|
|
$
|
45.93
|
|
|
$
|
(32.43
|
)
|
(a)
|
Interest expense on Old Notes and Old Preferred Stock dividends, net of tax, was
$20.3 million
in 2013. The tax rate is the statutory rate.
|
(b)
|
The number of equivalent shares of Old Common Stock for the Old Preferred Stock was based on the arithmetic average of the daily volume weighted average prices per share of Old Common Stock for each of the last 20 trading days, and was determined as of the beginning of the period for purposes of calculating diluted net income per share.
|
(c)
|
Prior to obtaining shareholder approval, the Company's Old Preferred Stock could not have been converted into an aggregate number of shares of Old Common Stock in excess of 19.99% of the shares of Old 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 NYSE. If a share issuance limitation were to exist at the time of share conversion or sale, any shares of Old Preferred Stock subject to the share issuance limitation would have been subject to optional or mandatory redemption for, at the Company's option, cash or SWU consideration. However, the Company’s ability to redeem may have been limited by Delaware law and the Bankruptcy Code.
|
(d)
|
Less than 0.1 million shares of common stock equivalents related to the 2014 Equity Incentive Plan were excluded from the calculation due to the anti-dilutive effect on periods in which a net loss has occurred.
|
|
Successor
|
|
|
Predecessor
|
||||||||||
|
Three Months Ended December 31, 2014
|
|
|
Nine Months Ended September 30, 2014
|
|
|
Year Ended December 31, 2013
|
|
||||||
Options excluded from diluted net income per share
|
—
|
|
|
|
200
|
|
|
|
1,000
|
|
|
|||
Warrants excluded from diluted net income per share
|
N/A
|
|
|
|
250,000
|
|
|
|
250,000
|
|
|
|||
Exercise price of excluded options
|
$
|
—
|
|
|
|
$
|
283.25
|
|
to
|
|
$
|
177.50
|
|
to
|
|
|
|
|
$
|
357.00
|
|
|
|
$
|
357.00
|
|
|
||
Exercise price of excluded warrants
|
N/A
|
|
|
|
$
|
187.50
|
|
|
|
$
|
187.50
|
|
|
2015
|
$
|
4.7
|
|
2016
|
3.6
|
|
|
2017
|
1.9
|
|
|
2018
|
1.9
|
|
|
2019
|
1.9
|
|
|
Thereafter
|
43.9
|
|
|
|
$
|
57.9
|
|
|
Successor
|
|
|
Predecessor
|
|
|
|
Predecessor
|
||||||||
|
Three Mos. Ended Dec. 31, 2014
|
|
|
Nine Mos. Ended Sep. 30, 2014
|
|
2014 Combined
|
|
2013
|
||||||||
United States
|
$
|
109.1
|
|
|
|
$
|
280.3
|
|
|
$
|
389.4
|
|
|
$
|
1,024.4
|
|
Foreign:
|
|
|
|
|
|
|
|
|
||||||||
Japan
|
14.4
|
|
|
|
74.8
|
|
|
89.2
|
|
|
105.6
|
|
||||
Other
|
0.1
|
|
|
|
35.4
|
|
|
35.5
|
|
|
177.5
|
|
||||
|
14.5
|
|
|
|
110.2
|
|
|
124.7
|
|
|
283.1
|
|
||||
Total revenue
|
$
|
123.6
|
|
|
|
$
|
390.5
|
|
|
$
|
514.1
|
|
|
$
|
1,307.5
|
|
|
Successor
|
|
|
Predecessor
|
|
|
|
Predecessor
|
||||||||
|
Three Mos. Ended Dec. 31, 2014
|
|
|
Nine Mos. Ended Sep. 30, 2014
|
|
2014 Combined
|
|
2013
|
||||||||
Revenue
|
|
|
|
|
|
|
|
|
||||||||
LEU segment:
|
|
|
|
|
|
|
|
|
||||||||
Separative work units
|
$
|
101.0
|
|
|
|
$
|
347.5
|
|
|
$
|
448.5
|
|
|
$
|
1,222.9
|
|
Uranium
|
0.8
|
|
|
|
—
|
|
|
0.8
|
|
|
71.2
|
|
||||
|
101.8
|
|
|
|
347.5
|
|
|
449.3
|
|
|
1,294.1
|
|
||||
Contract services segment
|
21.8
|
|
|
|
43.0
|
|
|
64.8
|
|
|
13.4
|
|
||||
Revenue
|
$
|
123.6
|
|
|
|
$
|
390.5
|
|
|
$
|
514.1
|
|
|
$
|
1,307.5
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment Gross Profit (Loss)
|
|
|
|
|
|
|
|
|
||||||||
LEU segment
|
$
|
(17.8
|
)
|
|
|
$
|
(21.9
|
)
|
|
$
|
(39.7
|
)
|
|
$
|
(94.7
|
)
|
Contract services segment
|
(0.7
|
)
|
|
|
(0.9
|
)
|
|
(1.6
|
)
|
|
(0.2
|
)
|
||||
Gross profit (loss)
|
$
|
(18.5
|
)
|
|
|
$
|
(22.8
|
)
|
|
$
|
(41.3
|
)
|
|
$
|
(94.9
|
)
|
|
Successor
|
|
|
Predecessor
|
||||
(in millions)
|
December 31, 2014
|
|
|
December 31, 2013
|
||||
|
|
|
|
|
||||
Assets
|
|
|
|
|
||||
LEU segment
|
$
|
1,141.2
|
|
|
|
$
|
1,646.0
|
|
Contract services segment
|
42.5
|
|
|
|
59.5
|
|
||
|
$
|
1,183.7
|
|
|
|
$
|
1,705.5
|
|
|
Predecessor
|
||
|
Year Ended December 31, 2013
|
||
Revenue
|
$
|
13.7
|
|
Cost of sales
|
11.8
|
|
|
Gross profit
|
1.9
|
|
|
Advanced technology costs
|
—
|
|
|
Selling, general and administrative
|
1.8
|
|
|
Operating income
|
0.1
|
|
|
Gain on sale of subsidiary
|
35.6
|
|
|
Income before income taxes
|
35.7
|
|
|
Provision for income taxes
|
11.0
|
|
|
Net income from discontinued operations
|
$
|
24.7
|
|
|
Predecessor
|
|
|
Successor
|
||||||||||||
2014
|
1st Qtr.
|
|
2nd Qtr.
|
|
3rd Qtr.
|
|
|
4th Qtr.
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
148.6
|
|
|
$
|
121.2
|
|
|
$
|
120.7
|
|
|
|
$
|
123.6
|
|
Cost of sales
|
169.5
|
|
|
117.7
|
|
|
126.1
|
|
|
|
142.1
|
|
||||
Gross profit (loss)
|
(20.9
|
)
|
|
3.5
|
|
|
(5.4
|
)
|
|
|
(18.5
|
)
|
||||
Advanced technology costs
|
33.3
|
|
|
18.0
|
|
|
5.3
|
|
|
|
4.7
|
|
||||
Selling, general and administrative
|
11.7
|
|
|
10.1
|
|
|
10.4
|
|
|
|
10.2
|
|
||||
Amortization of intangible assets (Note 11)
|
—
|
|
|
—
|
|
|
—
|
|
|
|
4.3
|
|
||||
Special charges for workforce reductions and advisory costs
|
(0.5
|
)
|
|
2.5
|
|
|
0.1
|
|
|
|
2.1
|
|
||||
Other (income) (a)
|
(26.2
|
)
|
|
(8.4
|
)
|
|
(4.8
|
)
|
|
|
(1.3
|
)
|
||||
Operating (loss)
|
(39.2
|
)
|
|
(18.7
|
)
|
|
(16.4
|
)
|
|
|
(38.5
|
)
|
||||
Interest expense
|
4.6
|
|
|
4.7
|
|
|
4.7
|
|
|
|
4.9
|
|
||||
Interest (income)
|
(0.4
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
|
(0.2
|
)
|
||||
Reorganization items, net (Note 5)
|
8.4
|
|
|
4.7
|
|
|
(440.0
|
)
|
|
|
1.5
|
|
||||
Provision (benefit) for income taxes
|
(1.0
|
)
|
|
(0.1
|
)
|
|
0.1
|
|
|
|
(2.4
|
)
|
||||
Net income (loss)
|
$
|
(50.8
|
)
|
|
$
|
(28.0
|
)
|
|
$
|
418.9
|
|
|
|
$
|
(42.3
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Net income (loss) per share - basic
|
$
|
(10.37
|
)
|
|
$
|
(5.71
|
)
|
|
$
|
85.49
|
|
|
|
$
|
(4.70
|
)
|
Net income (loss) per share - diluted
|
$
|
(10.37
|
)
|
|
$
|
(5.71
|
)
|
|
$
|
55.51
|
|
|
|
$
|
(4.70
|
)
|
|
Predecessor
|
||||||||||||||
2013
|
1st Qtr.
|
|
2nd Qtr.
|
|
3rd Qtr.
|
|
4th Qtr.
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
320.4
|
|
|
$
|
284.8
|
|
|
$
|
303.8
|
|
|
$
|
398.5
|
|
Cost of sales
|
307.1
|
|
|
331.7
|
|
|
333.8
|
|
|
429.8
|
|
||||
Gross profit (loss)
|
13.3
|
|
|
(46.9
|
)
|
|
(30.0
|
)
|
|
(31.3
|
)
|
||||
Advanced technology costs
|
59.3
|
|
|
46.2
|
|
|
44.5
|
|
|
36.1
|
|
||||
Selling, general and administrative
|
12.9
|
|
|
11.9
|
|
|
11.2
|
|
|
10.8
|
|
||||
Special charges for workforce reductions and advisory costs
|
2.4
|
|
|
3.7
|
|
|
3.5
|
|
|
47.6
|
|
||||
Other (income) (a)
|
(47.6
|
)
|
|
(40.7
|
)
|
|
(35.9
|
)
|
|
(30.1
|
)
|
||||
Operating (loss)
|
(13.7
|
)
|
|
(68.0
|
)
|
|
(53.3
|
)
|
|
(95.7
|
)
|
||||
Interest expense
|
13.3
|
|
|
9.3
|
|
|
9.5
|
|
|
8.0
|
|
||||
Interest (income)
|
(0.3
|
)
|
|
(0.1
|
)
|
|
—
|
|
|
(0.3
|
)
|
||||
Provision (benefit) for income taxes
|
(3.0
|
)
|
|
(36.3
|
)
|
|
(18.5
|
)
|
|
(28.7
|
)
|
||||
(Loss) from continuing operations
|
$
|
(23.7
|
)
|
|
$
|
(40.9
|
)
|
|
(44.3
|
)
|
|
(74.7
|
)
|
||
Income from discontinued operations
|
21.7
|
|
|
—
|
|
|
—
|
|
|
3.0
|
|
||||
Net (loss)
|
$
|
(2.0
|
)
|
|
$
|
(40.9
|
)
|
|
$
|
(44.3
|
)
|
|
$
|
(71.7
|
)
|
|
|
|
|
|
|
|
|
||||||||
(Loss) from continuing operations per share - basic and diluted
|
$
|
(4.84
|
)
|
|
$
|
(8.35
|
)
|
|
$
|
(9.04
|
)
|
|
$
|
(15.24
|
)
|
Net (loss) per share - basic and diluted
|
$
|
(0.41
|
)
|
|
$
|
(8.35
|
)
|
|
$
|
(9.04
|
)
|
|
$
|
(14.63
|
)
|
(a)
|
Other (income) through April 2014 included pro-rata cost sharing support from DOE for partial funding of American Centrifuge activities. See
American Centrifuge - Project Funding
in Note 20,
Commitments and Contingencies
.
|
Exhibit No.
|
Description
|
|
|
2.1
|
Plan of Reorganization of USEC Inc. dated July 11, 2014 (incorporated by reference to Exhibit 2.1 of the Company’s Current Report on Form 8-K, filed with the SEC on September 5, 2014).
|
|
|
3.1
|
Amended and Restated Certificate of Incorporation of Centrus Energy Corp. (incorporated by reference to Exhibit 3.1 of the Company’s Registration Statement on Form 8-A, filed with the SEC on September 30, 2014).
|
|
|
3.2
|
Second Amended and Restated Bylaws of Centrus Energy Corp. (incorporated by reference to Exhibit 3.2 of the Company’s Registration Statement on Form 8-A, filed with the SEC on September 30, 2014).
|
|
|
4.1
|
Indenture by and among Centrus Energy Corp., as Issuer, United States Enrichment Corporation, as Note Guarantor and Delaware Trust Company, as Trustee and Collateral Agent, dated as of September 30, 2014 (incorporated by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K, filed with the SEC on September 30, 2014).
|
|
|
4.2
|
Pledge and Security Agreement by and among Delaware Trust Company, as Collateral Agent, and United States Enrichment Corporation dated as of September 30, 2014 (incorporated by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K, filed with the SEC on September 30, 2014).
|
|
|
4.3
|
Note Subordination Agreement by and among United States Enrichment Corporation and Delaware Trust Company, as Trustee, dated as of September 30, 2014 (incorporated by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K, filed with the SEC on September 30, 2014).
|
|
|
10.1
|
Lease Agreement between the United States Department of Energy (“DOE”) and United States Enrichment Corporation, dated as of July 1, 1993, including notice of exercise of option to renew (incorporated by reference to Exhibit 10.1 of the Company’s Registration Statement on Form S-1, filed with the SEC on June 29, 1998).
|
|
|
10.2
|
Supplemental Agreement No. 1 to the Lease Agreement between DOE and United States Enrichment Corporation, dated as of December 7, 2006 (incorporated by reference to Exhibit 10.2 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2006, filed with the SEC on February 27, 2007). (Certain information has been omitted and filed separately pursuant to confidential treatment under Rule 24b-2).
|
|
|
10.3
|
Contract between United States Enrichment Corporation, Executive Agent of the United States of America, and AO Techsnabexport, Executive Agent of the Ministry of Atomic Energy, Executive Agent of the Russian Federation, dated January 14, 1994, as amended (“Russian Contract”) (incorporated by reference to Exhibit 10.17 of the Company’s Registration Statement on Form S-1, filed with the SEC on June 29, 1998).
|
|
|
10.4
|
Amendment No. 011, dated June 1998, to Russian Contract (incorporated by reference to Exhibit 10.4 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, filed with the SEC on February 24, 2006).
|
|
|
10.5
|
Amendment No. 012, dated March 4, 1999, to Russian Contract (incorporated by reference to Exhibit 10.36 of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 1999, filed with the SEC on September 10, 1999).
|
|
|
10.6
|
Amendment No. 013, dated November 11, 1999, to Russian Contract (incorporated by reference to Exhibit 10.6 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, filed with the SEC on February 24, 2006).
|
|
|
10.7
|
Amendment No. 014, dated October 27, 2000, to Russian Contract (incorporated by reference to Exhibit 10.7 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, filed with the SEC on February 24, 2006).
|
|
|
10.8
|
Amendment No. 015, dated January 18, 2001, to Russian Contract (incorporated by reference to Exhibit 10.8 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, filed with the SEC on February 24, 2006).
|
|
|
10.9
|
Amendment No. 017, dated December 5, 2007, to Russian Contract (incorporated by reference to Exhibit 10.9 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, filed with the SEC on February 26, 2008). (Certain information has been omitted and filed separately pursuant to confidential treatment under Rule 24b-2).
|
|
|
10.10
|
Amendment No. 018, dated January 13, 2009, to Russian Contract) (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, filed with the SEC on May 7, 2009). (Certain information has been omitted and filed separately pursuant to confidential treatment under Rule 24b-2).
|
|
|
10.11
|
Amendment No. 019 dated February 13, 2009 to the Russian Contract (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, filed with the SEC on May 7, 2009). (Certain information has been omitted and filed separately pursuant to confidential treatment under Rule 24b-2).
|
|
|
10.12
|
Amendment No. 020, dated June 5, 2012, to the Russian Contract (incorporated by reference to Exhibit 10.7 of the Company’s Quarterly Report on Form 10-Q/A for the quarter ended June 30, 2012, filed with the SEC on December 11, 2012). (Certain information has been omitted and filed separately pursuant to confidential treatment under Rule 24b-2).
|
|
|
10.13
|
Memorandum of Agreement entered into as of April 18, 1997, between the United States, acting by and through the United States Department of State and DOE, and United States Enrichment Corporation for United States Enrichment Corporation to serve as the United States Government’s Executive Agent under the Agreement between the United States and the Russian Federation concerning the disposal of highly enriched uranium extracted from nuclear weapons (incorporated by reference to Exhibit 10.25 of the Company’s Registration Statement on Form S-1/A, filed with the SEC on July 21, 1998).
|
|
|
10.14
|
Memorandum of Agreement, dated April 6, 1998, between the Office of Management and Budget and United States Enrichment Corporation relating to post-privatization liabilities (incorporated by reference to Exhibit 10.18 of the Company’s Registration Statement on Form S-1, filed with the SEC on June 29, 1998).
|
|
|
10.15
|
Power Contract between Tennessee Valley Authority and United States Enrichment Corporation, dated July 11, 2000 (“TVA Power Contract”) (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, filed with the SEC on August 4, 2010).
|
|
|
10.16
|
Supplement No. 1 dated March 2, 2006 to TVA Power Contract (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, filed with the SEC on August 1, 2012).
|
|
|
10.17
|
Supplement No. 2 dated March 2, 2006 to TVA Power Contract (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, filed with the SEC on August 1, 2012).
|
|
|
10.18
|
Amendatory Agreement (Supplement No. 3) dated April 3, 2006 to TVA Power Contract (incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, filed with the SEC on August 1, 2012).
|
|
|
10.19
|
Amendatory Agreement (Supplement No. 4) dated June 1, 2007 to Power Contract between Tennessee Valley Authority and United States Enrichment Corporation (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2007, filed with the SEC on August 2, 2007). ( (Certain information has been omitted and filed separately pursuant to confidential treatment under Rule 24b-2).
|
|
|
10.20
|
Supplement No. 5 dated June 2, 2008 to TVA Power Contract (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2008, filed with the SEC on August 6, 2008). (Certain information has been omitted and filed separately pursuant to confidential treatment under Rule 24b-2).
|
|
|
10.21
|
Amendatory Agreement (Supplement No. 6) dated October 1, 2009 to TVA Power Contract (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2009, filed with the SEC on November 3, 2009).
|
|
|
10.22
|
Supplement No. 7 dated January 14, 2011 to TVA Power Contract (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, filed with the SEC on May 4, 2011). (Certain information has been omitted and filed separately pursuant to confidential treatment under Rule 24b-2).
|
|
|
10.23
|
Amendatory Agreement (Supplement No. 8) dated March 21, 2012, to the Power Contract (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, filed with the SEC on May 2, 2012).
|
|
|
10.24
|
Amendatory Agreement (Supplement No. 9) dated May 15, 2012 to the Power Contract (incorporated by reference to Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q/A for the quarter ended June 30, 2012, filed with the SEC on December 11, 2012). (Certain information has been omitted and filed separately pursuant to confidential treatment under Rule 24b-2).
|
|
|
10.25
|
Confirmation Letter dated May 15, 2012 between United States Enrichment Corporation and the Tennessee Valley Authority (incorporated by reference to Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q/A for the quarter ended June 30, 2012, filed with the SEC on December 11, 2012). (Certain information has been omitted and filed separately pursuant to confidential treatment under Rule 24b-2).
|
|
|
10.26
|
Amendatory Agreement (Supplement No. 10) dated May 20, 2013, to the Power Contract between Tennessee Valley Authority and United States Enrichment Corporation, dated July 11, 2000 (the “TVA Power Contract”) (incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, filed with the SEC on August 6, 2013). (Certain information has been omitted and filed separately pursuant to confidential treatment under Rule 24b-2).
|
|
|
10.27
|
Supplement No. 11 dated May 30, 2013 to the TVA Power Contract (incorporated by reference to Exhibit 10.5 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, filed with the SEC on August 6, 2013).
|
|
|
10.28
|
Agreement, dated June 17, 2002, between DOE and USEC Inc. (“2002 DOE-USEC Agreement”) (incorporated by reference to Exhibit 99.3 of the Company’s Current Report on Form 8-K, filed with the SEC on June 21, 2002).
|
|
|
10.29
|
Modification 1 to 2002 DOE-USEC Agreement, dated August 20, 2002 (incorporated by reference to Exhibit 10.15 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2005, filed with the SEC on February 24, 2006).
|
|
|
10.30
|
Modification No. 2 dated January 12, 2009, to 2002 DOE-USEC Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on January 13, 2009).
|
|
|
10.31
|
Modification No. 3 dated January 28, 2010, to 2002 DOE-USEC Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on February 2, 2010).
|
|
|
10.32
|
Modification No. 4 dated February 11, 2011, to 2002 DOE-USEC Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on February 16, 2011).
|
|
|
10.33
|
Modification No. 5 dated June 12, 2012, to the Agreement dated June 17, 2002, between DOE and USEC Inc. (incorporated by reference to Exhibit 10.10 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012, filed with the SEC on August 1, 2012).
|
|
|
10.34
|
License dated December 7, 2006 between the United States of America, as represented by DOE, as licensor, and USEC Inc., as licensee (incorporated by reference to Exhibit 10.34 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2006, filed with the SEC on February 27, 2007).
|
|
|
10.35
|
Enriched Product Transitional Supply Contract dated March 23, 2011 between United States Enrichment Corporation and Joint Stock Company “Techsnabexport” (“TENEX”) (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2011, filed with the SEC on May 4, 2011). (Certain information has been omitted and filed separately pursuant to confidential treatment under Rule 24b-2).
|
|
|
10.36
|
Amendment No. 001 dated April 22, 2013 to the Enriched Product Transitional Supply Contract dated March 23, 2011 between United States Enrichment Corporation and TENEX (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, filed with the SEC on August 6, 2013). (Certain information has been omitted and filed separately pursuant to confidential treatment under Rule 24b-2).
|
|
|
10.37
|
Amendment No. 002 dated July 29, 2013 to the Enriched Product Transitional Supply Contract dated March 23, 2011 between United States Enrichment Corporation and TENEX (incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, filed with the SEC on November 5, 2013). (Certain information has been omitted and filed separately pursuant to confidential treatment under Rule 24b-2).
|
|
|
10.38
|
Amendment No. 003 dated July 23, 2014 to the Enriched Product Transitional Supply Contract dated March 23, 2011 between United States Enrichment Corporation and TENEX (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed with the SEC on November 14, 2014). (Certain information has been omitted and filed separately pursuant to confidential treatment under Rule 24b-2).
|
|
|
10.39
|
Amendment No. 004 dated September 10, 2014 to the Enriched Product Transitional Supply Contract dated March 23, 2011 between United States Enrichment Corporation and TENEX (incorporated by reference to Exhibit 10.6 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed with the SEC on November 14, 2014). (Certain information has been omitted and filed separately pursuant to confidential treatment under Rule 24b-2).
|
|
|
10.40
|
Cooperative Agreement dated June 12, 2012 between DOE and USEC Inc. and American Centrifuge Demonstration, LLC (“ACD”) concerning the American Centrifuge Cascade Demonstration Test Program (“Cooperative Agreement”) (incorporated by reference to Exhibit 10.8 to the Company’s Quarterly Report on Form 10-Q/A for the quarter ended June 30, 2012, filed with the SEC on December 11, 2012. (Certain information has been omitted and filed separately pursuant to confidential treatment under Rule 24b-2).
|
|
|
10.41
|
Amendment No. 001 dated November 30, 2012 to the Cooperative Agreement(incorporated by reference to Exhibit 10.54 of the Company’s Annual Report on Form 10-K for the fiscal year ended on December 31, 2012, filed with the SEC on March 18, 2013. (Certain information has been omitted and filed separately pursuant to confidential treatment under Rule 24b-2).
|
|
|
10.42
|
Amendment No.002 dated February 21, 2013 to the Cooperative Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, filed with the SEC on May 7, 2013.
|
|
|
10.43
|
Amendment No.003 dated March 15, 2013 to the Cooperative Agreement(incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, filed with the SEC on May 7, 2013. (Certain information has been omitted and filed separately pursuant to confidential treatment under Rule 24b-2).
|
|
|
10.44
|
Amendment No. 004 dated March 29, 2013 to the Cooperative Agreement (incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, filed with the SEC on August 6, 2013.
|
|
|
10.45
|
Amendment No. 005 dated June 13, 2013 to the Cooperative Agreement (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, filed with the SEC on August 6, 2013. (Certain information has been omitted and filed separately pursuant to confidential treatment under Rule 24b-2).
|
|
|
10.46
|
Amendment No. 006 dated July 24, 2013 to the Cooperative Agreement (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, filed with the SEC on November 5, 2013. (Certain information has been omitted and filed separately pursuant to confidential treatment under Rule 24b-2).
|
|
|
10.47
|
Amendment No. 007 dated September 23, 2013 to the Cooperative Agreement(incorporated by reference to Exhibit 10.2 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2013, filed with the SEC on November 5, 2013. (Certain information has been omitted and filed separately pursuant to a request for confidential treatment under Rule 24b-2).
|
|
|
10.48
|
Amendment No. 008 dated October 11, 2013 to the Cooperative Agreement (incorporated by reference to Exhibit 10.63 of the Company’s Annual Report on Form 10-K, filed with the SEC on March 31, 2014. (Certain information has been omitted and filed separately pursuant to confidential treatment under Rule 24b-2).
|
|
|
10.49
|
Amendment No. 009 dated October 25, 2013 to the Cooperative Agreement (incorporated by reference to Exhibit 10.64 of the Company’s Annual Report on Form 10-K, filed with the SEC on March 31, 2014. (Certain information has been omitted and filed separately pursuant to confidential treatment under Rule 24b-2).
|
|
|
10.50
|
Amendment No. 010 dated November 20, 2013 to the Cooperative Agreement (incorporated by reference to Exhibit 10.65 of the Company’s Annual Report on Form 10-K, filed with the SEC on March 31, 2014. (Certain information has been omitted and filed separately pursuant to confidential treatment under Rule 24b-2).
|
|
|
10.51
|
Amendment No. 011 dated January 15, 2014 to the Cooperative Agreement (incorporated by reference to Exhibit 10.66 of the Company’s Annual Report on Form 10-K, filed with the SEC on March 31, 2014. (Certain information has been omitted and filed separately pursuant to confidential treatment under Rule 24b-2).
|
|
|
10.52
|
Amendment No. 012 dated January 24, 2014 to the Cooperative Agreement (incorporated by reference to Exhibit 10.67 of the Company’s Annual Report on Form 10-K, filed with the SEC on March 31, 2014. (Certain information has been omitted and filed separately pursuant to confidential treatment under Rule 24b-2).
|
|
|
10.53
|
Amendment No. 013 dated January 27, 2014 to the Cooperative Agreement (incorporated by reference to Exhibit 10.68 of the Company’s Annual Report on Form 10-K, filed with the SEC on March 31, 2014. (Certain information has been omitted and filed separately pursuant to confidential treatment under Rule 24b-2).
|
|
|
10.54
|
Amendment No. 014 dated January 28, 2014 to the Cooperative Agreement (incorporated by reference to Exhibit 10.69 of the Company’s Annual Report on Form 10-K, filed with the SEC on March 31, 2014. (Certain information has been omitted and filed separately pursuant to confidential treatment under Rule 24b-2).
|
|
|
10.55
|
Amendment No. 015 dated February 12, 2014 to the Cooperative Agreement (incorporated by reference to Exhibit 10.70 of the Company’s Annual Report on Form 10-K, filed with the SEC on March 31, 2014. (Certain information has been omitted and filed separately pursuant to confidential treatment under Rule 24b-2).
|
|
|
10.56
|
Amendment No. 016 dated March 19, 2014 to the Cooperative Agreement (incorporated by reference to Exhibit 10.71 of the Company’s Annual Report on Form 10-K, filed with the SEC on March 31, 2014. (Certain information has been omitted and filed separately pursuant to confidential treatment under Rule 24b-2).
|
|
|
10.57
|
Subcontract No. 4000130255 issued by UT-Battelle, LLC acting under contract DE-AC05-00OR22725 with the U.S. Department of Energy, listing USEC Inc. as Seller for Centrifuge Information and Analysis, dated May 1, 2014 (incorporated by reference to Exhibit 10.10 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, filed with the SEC on May 15, 2014).
|
|
|
10.58
|
Modification 1 dated May 30, 2014 to Subcontract No. 4000130255 issued by UT-Battelle, LLC acting under contract DE-AC05-00OR22725 with the U.S. Department of Energy, listing USEC Inc. as Seller for Centrifuge Information and Analysis, dated May 1, 2014 (incorporated by reference to Exhibit 10.5 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, filed with the SEC on May 15, 2014).
|
|
|
10.59
|
Modification 2 dated June 20, 2014 to Subcontract No. 4000130255 issued by UT-Battelle, LLC acting under contract DE-AC05-00OR22725 with the U.S. Department of Energy, listing USEC Inc. as Seller for Centrifuge Information and Analysis, dated May 1, 2014 (incorporated by reference to Exhibit 10.8 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, filed with the SEC on May 15, 2014).
|
|
|
10.60
|
Modification 3 dated June 27, 2014 to Subcontract No. 4000130255 issued by UT-Battelle, LLC acting under contract DE-AC05-00OR22725 with the U.S. Department of Energy, listing USEC Inc. as Seller for Centrifuge Information and Analysis, dated May 1, 2014 (incorporated by reference to Exhibit 10.10 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, filed with the SEC on May 15, 2014).
|
|
|
10.61
|
Modification 4 dated July 11, 2014 to Subcontract No. 4000130255 issued by UT-Battelle, LLC acting under contract DE-AC05-00OR22725 with the U.S. Department of Energy, listing USEC Inc. as Seller for Centrifuge Information and Analysis, dated May 1, 2014 (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed with the SEC on November 14, 2014).
|
|
|
10.62
|
Modification 5 dated July 31, 2014 to Subcontract No. 4000130255 issued by UT-Battelle, LLC acting under contract DE-AC05-00OR22725 with the U.S. Department of Energy, listing USEC Inc. as Seller for Centrifuge Information and Analysis, dated May 1, 2014 (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed with the SEC on November 14, 2014).
|
|
|
10.63
|
Modification 6 dated August 1, 2014 to Subcontract No. 4000130255 issued by UT-Battelle, LLC acting under contract DE-AC05-00OR22725 with the U.S. Department of Energy, listing USEC Inc. as Seller for Centrifuge Information and Analysis, dated May 1, 2014 (incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed with the SEC on November 14, 2014).
|
|
|
10.64
|
Modification 7 dated August 18, 2014 to Subcontract No. 4000130255 issued by UT-Battelle, LLC acting under contract DE-AC05-00OR22725 with the U.S. Department of Energy, listing USEC Inc. as Seller for Centrifuge Information and Analysis, dated May 1, 2014 (incorporated by reference to Exhibit 10.5 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed with the SEC on November 14, 2014).
|
|
|
10.65
|
Modification 8 dated September 26, 2014 to Subcontract No. 4000130255 issued by UT-Battelle, LLC acting under contract DE-AC05-00OR22725 with the U.S. Department of Energy, listing USEC Inc. as Seller for Centrifuge Information and Analysis, dated May 1, 2014 (incorporated by reference to Exhibit 10.7 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed with the SEC on November 14, 2014).
|
|
|
10.66
|
Modification 9 dated October 14, 2014 to Subcontract No. 4000130255 issued by UT-Battelle, LLC acting under contract DE-AC05-00OR22725 with the U.S. Department of Energy, listing USEC Inc. as Seller for Centrifuge Information and Analysis, dated May 1, 2014. (a)
|
|
|
10.67
|
Modification 10 dated October 17, 2014 to Subcontract No. 4000130255 issued by UT-Battelle, LLC acting under contract DE-AC05-00OR22725 with the U.S. Department of Energy, listing USEC Inc. as Seller for Centrifuge Information and Analysis, dated May 1, 2014. (a)
|
|
|
10.68
|
Modification 11 dated November 24, 2014 to Subcontract No. 4000130255 issued by UT-Battelle, LLC acting under contract DE-AC05-00OR22725 with the U.S. Department of Energy, listing USEC Inc. as Seller for Centrifuge Information and Analysis, dated May 1, 2014. (a)
|
|
|
10.69
|
Modification 12 dated December 18, 2014 to Subcontract No. 4000130255 issued by UT-Battelle, LLC acting under contract DE-AC05-00OR22725 with the U.S. Department of Energy, listing USEC Inc. as Seller for Centrifuge Information and Analysis, dated May 1, 2014. (a)
|
|
|
10.70
|
Modification 13 dated December 22, 2014 to Subcontract No. 4000130255 issued by UT-Battelle, LLC acting under contract DE-AC05-00OR22725 with the U.S. Department of Energy, listing USEC Inc. as Seller for Centrifuge Information and Analysis, dated May 1, 2014. (a)
|
|
|
10.71
|
Change-Of-Name Agreement between Centrus Energy Corp. and UT-Battelle, dated September 30, 2014 with regard to Subcontract No. 4000130255 issued by UT-Battelle, LLC acting under contract DE-AC05-00OR22725 with the U.S. Department of Energy, listing USEC Inc. as Seller for Centrifuge Information and Analysis, dated May 1, 2014 (incorporated by reference to Exhibit 10.8 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, filed with the SEC on November 14, 2014).
|
|
|
10.72
|
Framework Agreement on PGDP Turnover, dated June 17, 2014 between the U.S. Department of Energy and the United States Enrichment Corporation (incorporated by reference to Exhibit 10.7 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2014, filed with the SEC on May 15, 2014).
|
|
|
10.73
|
Form of Plan Support Agreement dated December 13, 2013 between USEC Inc. and certain holders of USEC Inc.’s 3.0% convertible senior notes due October 1, 2014, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on December 16, 2013.
|
|
|
10.74
|
Plan Support Agreement dated December 13, 2013 between USEC Inc. and certain holders of USEC Inc.’s 3.0% convertible senior notes due October 1, 2014, as amended through February 28, 2014, incorporated by reference to Exhibit 10.3 of the Current Report on Form 8-K filed on March 5, 2014.
|
|
|
10.75
|
Plan Support Agreement dated March 4, 2014 between USEC Inc. and Toshiba America Nuclear Energy Company, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on March 5, 2014.
|
|
|
10.76
|
Plan Support Agreement dated March 4, 2014 between USEC Inc. and Babcock & Wilcox Investment Company, incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed on March 5, 2014.
|
|
|
10.77
|
Director and Officer Indemnification Agreement. (a)
|
|
|
10.78
|
Form of Change in Control Agreement with executive officers (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K, filed with the SEC on January 16, 2013). (b)
|
|
|
10.79
|
Centrus Energy Corp. 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K, filed with the SEC on September 30, 2014). (b)
|
|
|
10.80
|
Form of Employee Non-qualified Stock Option Award Agreement under the Centrus Energy Corp. 2014 Equity Incentive Plan. (a) (b)
|
|
|
10.81
|
Form of Non-Employee Director Restricted Stock Unit Award Agreement (Annual Retainers and Meeting Fees) under the Centrus Energy Corp. 2014 Equity Incentive Plan. (a) (b)
|
|
|
10.82
|
Centrus Energy Corp. 2014 Post-Restructuring Incentive Plan (incorporated by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K, filed with the SEC on September 30, 2014). (b)
|
|
|
10.83
|
Amended and Restated Centrus Energy Corp. Executive Severance Plan (incorporated by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K, filed with the SEC on September 30, 2014). (b)
|
|
|
10.84
|
USEC Inc. Pension Restoration Plan, as amended and restated, dated November 1, 2007 (incorporated by reference to Exhibit 10.55 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, filed with the SEC on February 29, 2008). (b)
|
|
|
10.85
|
First Amendment, dated August 1, 2008, to USEC Inc. Pension Restoration Plan, as amended and restated, dated November 1, 2007 (incorporated by reference to Exhibit 10.3 of the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2008, filed with the SEC on November 5, 2008). (b)
|
|
|
10.86
|
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 Company’s Current Report on Form 8-K, filed with the SEC on July 26, 2013). (b)
|
|
|
10.87
|
USEC Inc. 1999 Supplemental Executive Retirement Plan, as amended and restated, dated November 1, 2010 (incorporated by reference to Exhibit 10.65 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010, filed with the SEC on February 24, 2011). (b)
|
|
|
10.88
|
USEC Inc. 2006 Supplemental Executive Retirement Plan, as amended and restated, dated November 1, 2007 (incorporated by reference to Exhibit 10.64 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, filed with the SEC on February 29, 2008). (b)
|
|
|
10.89
|
First Amendment dated October 28, 2009 to the USEC Inc. 2006 Supplemental Executive Retirement Plan, as amended and restated (incorporated by reference to Exhibit 10.71 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2009, filed with the SEC on March 1, 2010). (b)
|
|
|
10.90
|
USEC Inc. Executive Deferred Compensation Plan, dated November 1, 2007 incorporated by reference to Exhibit 10.67 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, filed with the SEC on February 29, 2008). (b)
|
|
|
10.91
|
First Amendment, dated June 28, 2010, to the USEC Inc. Executive Deferred Compensation Plan, dated November 1, 2007 (incorporated by reference to Exhibit 10.4 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2010, filed with the SEC on August 5, 2010). (b)
|
|
|
21
|
Subsidiaries of Centrus Energy Corp. (a)
|
|
|
23.1
|
Consent of PricewaterhouseCoopers LLP, independent registered public accounting firm. (a)
|
|
|
31.1
|
Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a). (a)
|
|
|
31.2
|
Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a). (a)
|
|
|
32.1
|
Certification of CEO and CFO pursuant to 18 U.S.C. Section 1350. (a)
|
|
|
99.1
|
Letter from U.S. Department of State, dated August 23, 2002, in compliance with Rule 0-6 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 99.4 of the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2002, filed with the SEC on September 20, 2002).
|
|
|
101
|
Consolidated financial statements from the annual report on Form 10-K for the fiscal year ended December 31, 2014, filed 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.
|
Certain Definitions
: As used in this Agreement, the following terms shall have the meanings set forth below:
|
(a)
|
Change in Control
: shall be deemed to have occurred if (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Act”)), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or an Enterprise owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the "benefi-cial owner" (as defined in Rule 13d-3 under said Act), directly or indirectly, of securities of the Company representing 20% or more of the total voting power represented by the Company's then outstanding Voting Securities, or (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Company and any new director whose election by the Board of Directors or nomination for election by the Company's stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, (iii) the stockholders of the Company approve a merger or
|
(b)
|
Claim
: any threatened, pending or completed action, suit or proceeding (including any appeal thereof), or any inquiry or investigation which Indemnitee in good faith believes might lead to the institution of any such action, suit or proceeding, in each case, whether instituted by, before, or on behalf of the Company, any governmental authority, or any other party or whether civil, criminal, administrative, investigative (formal or informal), or other.
|
(c)
|
Controlled Affiliate
: any Enterprise, whether or not for profit, that is, directly or indirectly, controlled by the Company. For purposes of this definition, the term “control” means the possession, directly or indirectly, of the power to direct, or cause the direction of, the management or policies of an Enterprise, whether through the ownership of voting securities, through other voting rights, by contract or otherwise.
|
(d)
|
Enterprise
: any corporation, partnership, limited liability company, joint venture, employee benefit plan, trust or other entity or enterprise.
|
(e)
|
Expenses
: any and all fees, costs, expenses, disbursements, and obligations, including any and all attorney’s fees, disbursements and retainers, court costs, transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, fax transmission charges, secretarial services, delivery service fees and all other fees, costs, expenses, disbursements or obligations, paid or incurred in connection with prosecuting (if otherwise consistent with this Agreement), defending, preparing to prosecute (if otherwise consistent with this Agreement) or defend, investigating, being or preparing to be a witness in, or otherwise participating in or preparing to participate in (including on appeal) any Claim relating to any Indemnifiable Event or in connection with seeking indemnification or other rights under this Agreement.
|
(f)
|
Indemnifiable Event
: any event, occurrence, action or inaction or any alleged event, occurrence, action or inaction (or failure or alleged failure to act) on Indemnitee’s part (i) while acting in his or her status as a director, officer, employee, agent or fiduciary of the Company, (ii) while serving at the request of the Company as a director, officer, employee, trustee, partner, member, manager, agent or fiduciary of another Enterprise, or (iii) by reason of anything done or not done by Indemnitee in any such capacity, in each case, whether prior to or after the date hereof. In addition to any service at the actual request of the Company, Indemnitee will be deemed, for purposes of this Agreement, to be serving or to have served at the request of the Company as a director, officer, employee, trustee, partner, member, manager, agent or fiduciary of another Enterprise if Indemnitee is or was serving as a director, officer, employee, partner, member, manager, agent or fiduciary of such Enterprise and (i) such Enterprise is or at the time of such service was a Controlled Affiliate, (ii) such Enterprise is or at the time of such service was an employee benefit plan (or related trust) sponsored or maintained by the Company or a Controlled Affiliate, or (iii) the Company or a Controlled Affiliate, directly or indirectly, caused Indemnitee to be nominated, elected, appointed, designated, employed, engaged or selected to serve in such capacity.
|
(g)
|
Independent Legal Counsel
: an attorney or firm of attorneys, selected in good faith by the Company's Board of Directors by a majority vote of directors who neither are nor were parties to the particular Claim or any related Claim (including any Claim based on substantially the same Indemnifiable Event) for which Indemnitee is seeking indemnification, even if less than a quorum (or, if no such disinterested
|
(h)
|
Losses
: any and all (i) losses, liabilities, judgments, damages, amounts paid or payable in settlement, fines (including excise taxes and penalties assessed with respect to employee benefit plans), and penalties (in each case, whether civil, criminal or otherwise), (ii) interest, assessments, and federal, state, local, or foreign taxes imposed as a result of the actual or deemed receipt thereof or hereunder, and (iii) other charges paid or payable in connection with or in respect of any of the foregoing.
|
(i)
|
Other Indemnitors
: (i) any employer of Indemnitee; (ii) any entity in which an Indemnitee is a partner, member or equity holder; (iii) any Enterprise for whom Indemnitee is serving as a director or manager of the Company at the request of such Enterprise; (iv) any other source of indemnification to or any person or Enterprise required to provide indemnification for the benefit of the Indemnitee, including any personal insurance provider of Indemnitee; (v) any affiliate of any person or Enterprise described in the foregoing clauses (i), (ii), (iii) or (iv); and (vi) any insurer of any person or Enterprise described in the foregoing clauses (i), (ii), (iii), (iv) or (v), in each such case, to the extent Indemnitee has rights to indemnification and/or insurance provided by such Enterprise, insurer or other person in connection with his or her service as a director of the Company;
provided, however
, that the Company shall not be, and is expressly excluded from, the definition of Other Indemnitors.
|
(j)
|
Reviewing Party
: Pursuant to Section 2(b), (i) the Company's Board of Directors by a majority vote of directors who neither are nor were parties to the particular Claim or any related Claim (including any Claim based on substantially the same Indemnifiable Event) for which Indemnitee is seeking indemnification or (ii) if there are no such disinterested directors or in the event of a Change in Control, then the Independent Legal Counsel.
|
(k)
|
Voting Securities
: any securities of the Company which vote generally in the election of directors.
|
By
|
_____________________________
|
Title:
|
Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary
|
Vesting Date
|
|
Number of Nonqualified Stock
Options Vesting as of the Vesting Date
|
|
|
|
|
|
The first anniversary of the Grant Date
|
|
|
Stock Options
|
|
|
|
|
The second anniversary of the Grant Date
|
|
|
Stock Options
|
|
|
|
|
The third anniversary of the Grant Date
|
|
|
Stock Options
|
Enclosures:
|
Exhibit A: Non-Employee Director Restricted Stock Unit Award Agreement
|
Name of Subsidiary
|
State of Incorporation
|
|
|
United States Enrichment Corporation
|
Delaware
|
1.
|
I have reviewed this annual report on Form 10-K of Centrus Energy Corp.;
|
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.
|
March 16, 2015
|
/s/ John R. Castellano
|
|
John R. Castellano
|
|
Interim President and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K of Centrus Energy Corp.;
|
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.
|
March 16, 2015
|
/s/ John C. Barpoulis
|
|
John C. Barpoulis
|
|
Senior Vice President and Chief Financial Officer
|
March 16, 2015
|
/s/ John R. Castellano
|
|
John R. Castellano
|
|
Interim President and Chief Executive Officer
|
March 16, 2015
|
/s/ John C. Barpoulis
|
|
John C. Barpoulis
|
|
Senior Vice President and Chief Financial Officer
|