|
Delaware
|
52-2107911
|
(State of incorporation)
|
(I.R.S. Employer Identification No.)
|
Title of each class
|
Name of each exchange on which registered
|
Class A Common Stock, par value $0.10 per share
|
NYSE MKT LLC
|
Large accelerated filer
|
o
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Accelerated filer
|
o
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Non-accelerated filer
|
o
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Smaller reporting company
|
ý
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|
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Page
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|
PART I
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|
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||
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PART II
|
|
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||
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PART III
|
|
|
PART IV
|
|
•
|
Shift in strategic priorities:
Due to oversupply in the enrichment market, Centrus does not plan for near term deployment of a commercial scale uranium enrichment facility. However, Centrus is continuing to advance its centrifuge technology, preserving its operating license from the U.S. Nuclear Regulatory Commission (“NRC”) and plans to deploy a commercial scale enrichment facility over the long term as market conditions recover. We are pursuing strategic relationships that would capitalize on Centrus' unique assets, including our NRC license, our operational expertise, and our significant technical capabilities.
|
•
|
Better positioned in the market:
Without the large capital and overhead costs of a production facility, Centrus is positioned to obtain supply at a low price from a market that continues to be oversupplied, which will provide an advantage in pursuing sales opportunities.
|
•
|
Technology leader:
Centrus expects to retain its core expertise and world leading technical, engineering and manufacturing capabilities in Oak Ridge, Tennessee through our anticipated contract with the operator of ORNL.
|
•
|
Revised supply agreement:
In late 2015, the new management team successfully completed a renegotiation of the company’s supply contract with Russia; better matching the agreement to market opportunities and extending the agreement to at least 2026.
|
•
|
Diversified supply base:
Centrus' new leadership team is focused on expanding and diversifying our supply base to provide additional value to our customers. Over the course of 2015, Centrus entered into new agreements with primary producers of uranium enrichment expanding both our sources of supply and increasing the number of possible delivery locations for enriched uranium. In addition, Centrus acquired additional enrichment supply from the excess inventories of utility operators of nuclear power plants and from other secondary sources of enrichment supply.
|
•
|
Solidifying our position for the long term:
Centrus has long-term sales and supply contracts in place that extend well into the next decade, which will provide an extended stream of revenue for many years. This will give the Company flexibility to continue growing as the global enrichment market recovers. In the meantime, we continue to book new sales and take advantage of present market conditions to obtain new low cost supply.
|
•
|
sales of the SWU component of LEU,
|
•
|
sales of both the SWU and uranium components of LEU, and
|
•
|
sales of natural uranium.
|
|
Successor
|
|
|
Predecessor
|
|
|
||||||||||
|
Year Ended Dec. 31, 2015
|
|
Three Mos. Ended Dec. 31, 2014
|
|
|
Nine Mos. Ended Sep. 30, 2014
|
|
2014 Combined
|
||||||||
United States
|
$
|
272.8
|
|
|
$
|
109.1
|
|
|
|
$
|
280.3
|
|
|
$
|
389.4
|
|
Foreign:
|
|
|
|
|
|
|
|
|
||||||||
Japan
|
77.8
|
|
|
14.4
|
|
|
|
74.8
|
|
|
89.2
|
|
||||
Belgium
|
55.5
|
|
|
—
|
|
|
|
35.1
|
|
|
35.1
|
|
||||
Other
|
12.1
|
|
|
0.1
|
|
|
|
0.3
|
|
|
0.4
|
|
||||
|
145.4
|
|
|
14.5
|
|
|
|
110.2
|
|
|
124.7
|
|
||||
Total revenue
|
$
|
418.2
|
|
|
$
|
123.6
|
|
|
|
$
|
390.5
|
|
|
$
|
514.1
|
|
|
Successor
|
|
|
Predecessor
|
|
|
||||||||||
|
Year Ended Dec. 31, 2015
|
|
Three Mos. Ended Dec. 31, 2014
|
|
|
Nine Mos. Ended Sep. 30, 2014
|
|
2014 Combined
|
||||||||
LEU segment revenue
|
$
|
355.4
|
|
|
$
|
101.8
|
|
|
|
$
|
347.5
|
|
|
$
|
449.3
|
|
Contract services segment revenue
|
62.8
|
|
|
21.8
|
|
|
|
43.0
|
|
|
64.8
|
|
||||
Total revenue
|
$
|
418.2
|
|
|
$
|
123.6
|
|
|
|
$
|
390.5
|
|
|
$
|
514.1
|
|
•
|
Rosatom, a Russian government entity, which sells LEU through its wholly owned subsidiary TENEX;
|
•
|
Urenco, a consortium of companies owned or controlled by the British and Dutch governments and by two German utilities; and
|
•
|
Areva, a company largely owned by the French government.
|
|
|
No. of Employees
at December 31,
|
||||
Location
|
|
2015
|
|
2014
|
||
Piketon, OH
|
|
255
|
|
|
282
|
|
Oak Ridge, TN
|
|
120
|
|
|
145
|
|
Bethesda, MD
|
|
58
|
|
|
61
|
|
Paducah, KY
|
|
13
|
|
|
19
|
|
Total Employees
|
|
446
|
|
|
507
|
|
•
|
significantly reduce the future gross profit impact of revenues that were deferred at emergence;
|
•
|
result in the amortization of sales order book 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 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, and other general corporate requirements; and
|
•
|
we will be required to dedicate a substantial portion of our cash resources to payments on the PIK Toggle Notes thereby reducing the availability of our cash to fund our operations, capital expenditures and future business opportunities.
|
•
|
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.
|
•
|
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 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;
|
•
|
delay 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; and
|
•
|
cause Centrus to terminate the remaining portions of the American Centrifuge project and result in the loss of technical capabilities and key resources that could be useful in deploying a future commercial enrichment plant using the American Centrifuge technology or other technologies.
|
•
|
leases for the centrifuge facilities; and
|
•
|
the 2002 DOE-USEC Agreement and other agreements that address issues relating to the domestic uranium enrichment industry and centrifuge technology.
|
•
|
Redemption price or exchange value:
Generally, the redemption price or exchange value for any shares of our 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
|
Daniel B. Poneman
|
60
|
President and Chief Executive Officer
|
Kevin Alldred
|
57
|
Senior Vice President, Business Strategy
|
Elmer W. Dyke
|
52
|
Senior Vice President, Business Operations
|
Stephen S. Greene
|
58
|
Senior Vice President, Chief Financial Officer and Treasurer
|
Marian K. Davis
|
57
|
Vice President and Chief Audit Executive
|
John M.A. Donelson
|
51
|
Vice President, Marketing, Sales and Power
|
Steven R. Penrod
|
59
|
Vice President, American Centrifuge
|
Richard V. Rowland
|
67
|
Vice President, Human Resources
|
•
|
Shift in strategic priorities:
Due to oversupply in the enrichment market, Centrus does not plan for near term deployment of a commercial scale uranium enrichment facility. However, Centrus is continuing to advance its centrifuge technology, preserving its operating license from the U.S. Nuclear Regulatory Commission (“NRC”) and plans to deploy a commercial scale enrichment facility over the long term as market conditions recover. We are pursuing strategic relationships that would capitalize on Centrus' unique assets, including our NRC license, our operational expertise, and our significant technical capabilities.
|
•
|
Better positioned in the market:
Without the large capital and overhead costs of a production facility, Centrus is positioned to obtain supply at a low price from a market that continues to be oversupplied, which will provide an advantage in pursuing sales opportunities.
|
•
|
Technology leader:
Centrus will retain its core expertise and world leading technical, engineering and manufacturing capabilities in Oak Ridge, Tennessee through our anticipated contract with the operator of ORNL.
|
•
|
Revised supply agreement:
In late 2015, the new management team successfully completed a renegotiation of the company’s supply contract with Russia; better matching the agreement to market opportunities and extending the agreement to at least 2026.
|
•
|
Diversified supply base:
Centrus' new leadership team is focused on expanding and diversifying our supply base to provide additional value to our customers. Over the course of 2015, Centrus entered into new agreements with primary producers of uranium enrichment expanding both our sources of supply and increasing the number of possible delivery locations for enriched uranium. In addition, Centrus acquired additional enrichment supply from the excess inventories of utility operators of nuclear power plants and from other secondary sources of enrichment supply.
|
•
|
Solidifying our position for the long term:
Centrus has long-term sales and supply contracts in place that extend well into the next decade, which will provide an extended stream of revenue for many years. This will give the Company flexibility to continue growing as the global enrichment market recovers. In the meantime, we continue to book new sales and take advantage of present market conditions to obtain new low cost supply.
|
•
|
significantly reduce the future gross profit impact of revenues that were deferred at emergence;
|
•
|
result in the amortization of sales order book 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,
|
||||||||||||||||||
|
2015
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
SWU:
|
|
|
|
|
|
|
|
|
|
||||||||||
Long-term price indicator ($/SWU)
|
$
|
72.00
|
|
|
$
|
90.00
|
|
|
$
|
114.00
|
|
|
$
|
135.00
|
|
|
$
|
148.00
|
|
Spot price indicator ($/SWU)
|
61.00
|
|
|
88.00
|
|
|
99.00
|
|
|
120.00
|
|
|
140.00
|
|
|||||
UF
6
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Long-term price composite ($/KgU)
|
128.97
|
|
|
146.64
|
|
|
146.64
|
|
|
165.68
|
|
|
176.13
|
|
|||||
Spot price indicator ($/KgU)
|
98.50
|
|
|
100.50
|
|
|
98.65
|
|
|
123.50
|
|
|
143.25
|
|
•
|
Additional short-term sales;
|
•
|
Timing of customer orders, related deliveries, and purchases of LEU or components;
|
•
|
The outcome of legal proceedings and other contingencies;
|
•
|
Execution and funding of a new agreement with UT-Battelle, the operator of ORNL, for the continuation of American Centrifuge development and testing activities in Oak Ridge following the expiration of the prior agreement on September 30, 2015; and
|
•
|
Additional costs for American Centrifuge demobilization or related to the overall transition of Centrus.
|
•
|
The expected return on benefit plan assets was approximately 7.0% for 2015 and 6.8% for 2016. 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 $3.2 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 2016 would be $0 since the actual return on assets would effectively be reflected at December 31, 2016 under our mark-to-market accounting methodology.
|
•
|
Discount rates of approximately 4.5% were used as of December 31, 2015 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 $44.6 million and postretirement health and life benefit obligations by $9.0 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 $2.4 million and $0.7 million, respectively.
|
•
|
The healthcare costs trend rates are 7.5% projected in 2016 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 $5.2 million and would increase the service cost and interest cost components of annual benefit costs by about $0.3 million.
|
|
Successor
|
|
|
Predecessor
|
|
|
|
|
|
|
|||||||||||||
|
Year Ended Dec. 31, 2015
|
|
3 Mos. Ended Dec. 31, 2014
|
|
|
9 Mos. Ended Sep. 30, 2014
|
|
Combined 2014
|
|
Change
|
|
%
|
|||||||||||
LEU segment
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
SWU revenue
|
$
|
289.9
|
|
|
$
|
101.0
|
|
|
|
$
|
347.5
|
|
|
$
|
448.5
|
|
|
$
|
(158.6
|
)
|
|
(35
|
)%
|
Uranium revenue
|
65.5
|
|
|
0.8
|
|
|
|
—
|
|
|
0.8
|
|
|
64.7
|
|
|
8,088
|
%
|
|||||
Total
|
355.4
|
|
|
101.8
|
|
|
|
347.5
|
|
|
449.3
|
|
|
(93.9
|
)
|
|
(21
|
)%
|
|||||
Cost of sales
|
285.3
|
|
|
119.6
|
|
|
|
369.4
|
|
|
489.0
|
|
|
203.7
|
|
|
42
|
%
|
|||||
Gross profit (loss)
|
$
|
70.1
|
|
|
$
|
(17.8
|
)
|
|
|
$
|
(21.9
|
)
|
|
$
|
(39.7
|
)
|
|
$
|
109.8
|
|
|
277
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Contract services segment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
62.8
|
|
|
$
|
21.8
|
|
|
|
$
|
43.0
|
|
|
$
|
64.8
|
|
|
$
|
(2.0
|
)
|
|
(3
|
)%
|
Cost of sales
|
64.0
|
|
|
22.5
|
|
|
|
43.9
|
|
|
66.4
|
|
|
2.4
|
|
|
4
|
%
|
|||||
Gross (loss)
|
$
|
(1.2
|
)
|
|
$
|
(0.7
|
)
|
|
|
$
|
(0.9
|
)
|
|
$
|
(1.6
|
)
|
|
$
|
0.4
|
|
|
25
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
418.2
|
|
|
$
|
123.6
|
|
|
|
$
|
390.5
|
|
|
$
|
514.1
|
|
|
$
|
(95.9
|
)
|
|
(19
|
)%
|
Cost of sales
|
349.3
|
|
|
142.1
|
|
|
|
413.3
|
|
|
555.4
|
|
|
206.1
|
|
|
37
|
%
|
|||||
Gross profit (loss)
|
$
|
68.9
|
|
|
$
|
(18.5
|
)
|
|
|
$
|
(22.8
|
)
|
|
$
|
(41.3
|
)
|
|
$
|
110.2
|
|
|
267
|
%
|
|
Successor
|
|
|
Predecessor
|
|
|
|
|
|
|
|||||||||||||
|
Year Ended Dec. 31, 2015
|
|
3 Mos. Ended Dec. 31, 2014
|
|
|
9 Mos. Ended Sep. 30, 2014
|
|
Combined 2014
|
|
Change
|
|
%
|
|||||||||||
Cost of sales for the LEU segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
SWU and uranium
|
$
|
298.7
|
|
|
$
|
102.0
|
|
|
|
$
|
302.7
|
|
|
$
|
404.7
|
|
|
106.0
|
|
|
26
|
%
|
|
Direct charges (credits), net
|
(13.4
|
)
|
|
17.6
|
|
|
|
66.7
|
|
|
84.3
|
|
|
97.7
|
|
|
116
|
%
|
|||||
Total
|
$
|
285.3
|
|
|
$
|
119.6
|
|
|
|
$
|
369.4
|
|
|
$
|
489.0
|
|
|
$
|
203.7
|
|
|
42
|
%
|
-
|
Operating expenses of $11.0 million in 2015 compared to $57.4 million in 2014. Charges in 2015 include off-site inventory management and logistics costs. Charges in 2014 include inventory management and disposition, ongoing regulatory compliance, utility requirements for operations, security, and other Paducah site management activities related to the transitioning of facilities and infrastructure to DOE;
|
-
|
Paducah and Portsmouth retiree benefit costs, including the impacts of periodic remeasurements of pension and postretirement benefit obligations, resulted in a direct (credit) to cost of sales of $(24.7) million in 2015 and a direct charge to cost of sales of $11.1 million in 2014. Beginning in the fourth quarter of 2014, actuarial gains and losses are recognized immediately in the statement of operations;
|
-
|
Inventory charges of $0.3 million in 2015 compared to $13.9 million in 2014, including the cost of inventories deployed for cascade drawdown, assay blending and repackaging, and residual uranium in cylinders transferred to DOE. We determined that it was uneconomic to recover resulting residual quantities for resale; and
|
-
|
Asset depreciation charges of $1.9 million in 2014. Paducah GDP asset depreciation was completed as of June 30, 2014.
|
|
Successor
|
|
|
Predecessor
|
|
|
|
|
|
|
|||||||||||||
|
Year Ended Dec. 31, 2015
|
|
3 Mos. Ended Dec. 31, 2014
|
|
|
9 Mos. Ended Sep. 30, 2014
|
|
Combined 2014
|
|
Change
|
|
%
|
|||||||||||
Gross profit (loss)
|
$
|
68.9
|
|
|
$
|
(18.5
|
)
|
|
|
$
|
(22.8
|
)
|
|
$
|
(41.3
|
)
|
|
$
|
110.2
|
|
|
267
|
%
|
Advanced technology costs
|
33.0
|
|
|
4.7
|
|
|
|
56.6
|
|
|
61.3
|
|
|
28.3
|
|
|
46
|
%
|
|||||
Selling, general and administrative
|
42.6
|
|
|
10.2
|
|
|
|
32.2
|
|
|
42.4
|
|
|
(0.2
|
)
|
|
—
|
%
|
|||||
Amortization of intangible assets
|
13.4
|
|
|
4.3
|
|
|
|
—
|
|
|
4.3
|
|
|
(9.1
|
)
|
|
(212
|
)%
|
|||||
Impairment of excess reorganization value
|
137.2
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(137.2
|
)
|
|
-
|
|
|||||
Special charges for workforce reductions
|
13.2
|
|
|
2.1
|
|
|
|
2.1
|
|
|
4.2
|
|
|
(9.0
|
)
|
|
(214
|
)%
|
|||||
Other (income)
|
(2.1
|
)
|
|
(1.3
|
)
|
|
|
(39.4
|
)
|
|
(40.7
|
)
|
|
(38.6
|
)
|
|
(95
|
)%
|
|||||
Operating (loss)
|
(168.4
|
)
|
|
(38.5
|
)
|
|
|
(74.3
|
)
|
|
(112.8
|
)
|
|
(55.6
|
)
|
|
(49
|
)%
|
|||||
Interest expense
|
19.6
|
|
|
4.9
|
|
|
|
14.0
|
|
|
18.9
|
|
|
(0.7
|
)
|
|
(4
|
)%
|
|||||
Interest (income)
|
(0.3
|
)
|
|
(0.2
|
)
|
|
|
(0.5
|
)
|
|
(0.7
|
)
|
|
(0.4
|
)
|
|
(57
|
)%
|
|||||
Reorganization items, net
|
—
|
|
|
1.5
|
|
|
|
(426.9
|
)
|
|
(425.4
|
)
|
|
(425.4
|
)
|
|
(100
|
)%
|
|||||
Income (loss) from continuing operations before income taxes
|
(187.7
|
)
|
|
(44.7
|
)
|
|
|
339.1
|
|
|
294.4
|
|
|
(482.1
|
)
|
|
(164
|
)%
|
|||||
Provision (benefit) for income taxes
|
(0.3
|
)
|
|
(2.4
|
)
|
|
|
(1.0
|
)
|
|
(3.4
|
)
|
|
(3.1
|
)
|
|
(91
|
)%
|
|||||
Net income (loss)
|
(187.4
|
)
|
|
(42.3
|
)
|
|
|
340.1
|
|
|
297.8
|
|
|
(485.2
|
)
|
|
(163
|
)%
|
|
Successor
|
|
|
Predecessor
|
|
|
||||||||||
|
Year Ended Dec. 31, 2015
|
|
3 Mos. Ended Dec. 31, 2014
|
|
|
9 Mos. Ended Sep. 30, 2014
|
|
Combined 2014
|
||||||||
Net Cash Provided by (Used in) Operating Activities
|
$
|
8.5
|
|
|
$
|
110.2
|
|
|
|
$
|
(220.3
|
)
|
|
$
|
(110.1
|
)
|
Net Cash Provided by Investing Activities
|
6.7
|
|
|
3.2
|
|
|
|
12.3
|
|
|
15.5
|
|
||||
Net Cash (Used in) Financing Activities
|
—
|
|
|
—
|
|
|
|
(0.8
|
)
|
|
(0.8
|
)
|
||||
Net Increase (Decrease) in Cash and Cash Equivalents
|
$
|
15.2
|
|
|
$
|
113.4
|
|
|
|
$
|
(208.8
|
)
|
|
$
|
(95.4
|
)
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(millions)
|
||||||
Cash and cash equivalents
|
$
|
234.0
|
|
|
$
|
218.8
|
|
Accounts receivable, net
|
26.5
|
|
|
58.9
|
|
||
Inventories, net
|
212.4
|
|
|
303.3
|
|
||
Other current assets and liabilities, net
|
(165.2
|
)
|
|
(189.0
|
)
|
||
Working capital
|
$
|
307.7
|
|
|
$
|
392.0
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
|
|
|
||||
Decontamination and decommissioning of American Centrifuge
|
$
|
29.4
|
|
|
$
|
29.4
|
|
Waste disposition
|
0.3
|
|
|
5.4
|
|
||
Other financial assurance
|
6.3
|
|
|
6.3
|
|
||
Total financial assurance requirements
|
$
|
36.0
|
|
|
$
|
41.1
|
|
|
|
|
|
||||
Letters of credit
|
$
|
1.6
|
|
|
$
|
1.6
|
|
Surety bonds
|
34.4
|
|
|
39.5
|
|
||
Total financial assurance instruments
|
$
|
36.0
|
|
|
$
|
41.1
|
|
|
|
|
|
||||
Cash collateral deposit for surety bonds
|
$
|
29.8
|
|
|
$
|
34.8
|
|
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
|
|
475,000
|
|
|
$
|
4.09
|
|
|
461,664
|
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
Total
|
|
475,000
|
|
|
|
|
461,664
|
|
|
(a)
|
(1)
Consolidated Financial Statements
|
|
Centrus Energy Corp.
|
|
|
March 22, 2016
|
/s/ Daniel B. Poneman
|
|
Daniel B. Poneman
|
|
President and Chief Executive Officer
|
Signature
|
|
Title
|
Date
|
|
|
|
|
/s/ Daniel B. Poneman
|
|
President and Chief Executive Officer
(Principal Executive Officer) and Director
|
March 22, 2016
|
Daniel B. Poneman
|
|
|
|
|
|
|
|
/s/ Stephen S. Greene
|
|
Senior Vice President, Chief Financial Officer
and Treasurer (Principal Financial Officer)
|
March 22, 2016
|
Stephen S. Greene
|
|
|
|
|
|
|
|
/s/ John C. Dorrian
|
|
Controller and Chief Accounting Officer
(Principal Accounting Officer)
|
March 22, 2016
|
John C. Dorrian
|
|
|
|
|
|
|
|
/s/ Mikel H. Williams
|
|
Chairman of the Board and Director
|
March 22, 2016
|
Mikel H. Williams
|
|
|
|
|
|
|
|
/s/ Theodore J. Dalheim, Jr.
|
|
Director
|
March 22, 2016
|
Theodore J. Dalheim, Jr.
|
|
|
|
|
|
|
|
/s/ Michael Diament
|
|
Director
|
March 22, 2016
|
Michael Diament
|
|
|
|
|
|
|
|
/s/ Osbert Hood
|
|
Director
|
March 22, 2016
|
Osbert Hood
|
|
|
|
|
|
|
|
/s/ W. Thomas Jagodinski
|
|
Director
|
March 22, 2016
|
W. Thomas Jagodinski
|
|
|
|
|
|
|
|
/s/ Patricia J. Jamieson
|
|
Director
|
March 22, 2016
|
Patricia J. Jamieson
|
|
|
|
|
|
|
|
/s/ Suleman E. Lunat
|
|
Director
|
March 22, 2016
|
Suleman E. Lunat
|
|
|
|
|
|
|
|
/s/ William J. Madia
|
|
Director
|
March 22, 2016
|
William J. Madia
|
|
|
|
|
|
|
|
/s/ Michael P. Morrell
|
|
Director
|
March 22, 2016
|
Michael P. Morrell
|
|
|
|
|
|
|
|
/s/ Hiroshi Sakamoto
|
|
Director
|
March 22, 2016
|
Hiroshi Sakamoto
|
|
|
|
|
Page
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
ASSETS
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash and cash equivalents
|
$
|
234.0
|
|
|
$
|
218.8
|
|
Accounts receivable, net
|
26.5
|
|
|
58.9
|
|
||
Inventories
|
319.2
|
|
|
462.2
|
|
||
Deferred costs associated with deferred revenue
|
63.1
|
|
|
82.9
|
|
||
Other current assets
|
15.2
|
|
|
19.6
|
|
||
Total current assets
|
658.0
|
|
|
842.4
|
|
||
Property, plant and equipment, net
|
3.5
|
|
|
3.5
|
|
||
Deposits for surety bonds
|
29.8
|
|
|
34.8
|
|
||
Intangible assets, net
|
105.8
|
|
|
119.2
|
|
||
Excess reorganization value
|
—
|
|
|
137.2
|
|
||
Other long-term assets
|
23.6
|
|
|
20.6
|
|
||
Total Assets
|
$
|
820.7
|
|
|
$
|
1,157.7
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
|
|
|
|
|
|
||
Current Liabilities
|
|
|
|
|
|
||
Accounts payable and accrued liabilities
|
$
|
44.8
|
|
|
$
|
50.5
|
|
Payables under SWU purchase agreements
|
85.4
|
|
|
140.1
|
|
||
Inventories owed to customers and suppliers
|
106.8
|
|
|
158.9
|
|
||
Deferred revenue
|
83.9
|
|
|
100.9
|
|
||
Decontamination and decommissioning obligations
|
29.4
|
|
|
—
|
|
||
Total current liabilities
|
350.3
|
|
|
450.4
|
|
||
Long-term debt
|
247.6
|
|
|
240.4
|
|
||
Postretirement health and life benefit obligations
|
184.3
|
|
|
211.4
|
|
||
Pension benefit liabilities
|
172.3
|
|
|
179.3
|
|
||
Decontamination and decommissioning obligations
|
—
|
|
|
22.6
|
|
||
Other long-term liabilities
|
31.9
|
|
|
32.0
|
|
||
Total Liabilities
|
986.4
|
|
|
1,136.1
|
|
||
Commitments and Contingencies (Note 17)
|
|
|
|
|
|
||
Stockholders’ Equity (Deficit)
|
|
|
|
||||
Preferred stock, par value $1.00 per share, 20,000,000 shares authorized, none issued
|
—
|
|
|
—
|
|
||
Common stock, par value $0.10 per share, 100,000,000 shares authorized, 9,000,000 shares issued and outstanding
|
0.9
|
|
|
0.9
|
|
||
Excess of capital over par value
|
59.0
|
|
|
58.6
|
|
||
Retained earnings (deficit)
|
(229.7
|
)
|
|
(42.3
|
)
|
||
Accumulated other comprehensive income (loss), net of tax
|
4.1
|
|
|
4.4
|
|
||
Total stockholders’ equity (deficit)
|
(165.7
|
)
|
|
21.6
|
|
||
Total Liabilities and Stockholders’ Equity (Deficit)
|
$
|
820.7
|
|
|
$
|
1,157.7
|
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
Year Ended
December 31,
2015
|
|
Three Months Ended
December 31, 2014
|
|
|
Nine Months Ended
September 30, 2014
|
||||||
Revenue:
|
|
|
|
|
|
|
||||||
Separative work units
|
$
|
289.9
|
|
|
$
|
101.0
|
|
|
|
$
|
347.5
|
|
Uranium
|
65.5
|
|
|
0.8
|
|
|
|
—
|
|
|||
Contract services
|
62.8
|
|
|
21.8
|
|
|
|
43.0
|
|
|||
Total Revenue
|
418.2
|
|
|
123.6
|
|
|
|
390.5
|
|
|||
Cost of Sales:
|
|
|
|
|
|
|
||||||
Separative work units and uranium
|
285.3
|
|
|
119.6
|
|
|
|
369.4
|
|
|||
Contract services
|
64.0
|
|
|
22.5
|
|
|
|
43.9
|
|
|||
Total Cost of Sales
|
349.3
|
|
|
142.1
|
|
|
|
413.3
|
|
|||
Gross profit (loss)
|
68.9
|
|
|
(18.5
|
)
|
|
|
(22.8
|
)
|
|||
Advanced technology costs
|
33.0
|
|
|
4.7
|
|
|
|
56.6
|
|
|||
Selling, general and administrative
|
42.6
|
|
|
10.2
|
|
|
|
32.2
|
|
|||
Amortization of intangible assets
|
13.4
|
|
|
4.3
|
|
|
|
—
|
|
|||
Impairment of excess reorganization value
|
137.2
|
|
|
—
|
|
|
|
—
|
|
|||
Special charges for workforce reductions
|
13.2
|
|
|
2.1
|
|
|
|
2.1
|
|
|||
Other (income)
|
(2.1
|
)
|
|
(1.3
|
)
|
|
|
(39.4
|
)
|
|||
Operating (loss)
|
(168.4
|
)
|
|
(38.5
|
)
|
|
|
(74.3
|
)
|
|||
Interest expense
|
19.6
|
|
|
4.9
|
|
|
|
14.0
|
|
|||
Interest (income)
|
(0.3
|
)
|
|
(0.2
|
)
|
|
|
(0.5
|
)
|
|||
Reorganization items, net
|
—
|
|
|
1.5
|
|
|
|
(426.9
|
)
|
|||
Income (loss) before income taxes
|
(187.7
|
)
|
|
(44.7
|
)
|
|
|
339.1
|
|
|||
Provision (benefit) for income taxes
|
(0.3
|
)
|
|
(2.4
|
)
|
|
|
(1.0
|
)
|
|||
Net income (loss)
|
$
|
(187.4
|
)
|
|
$
|
(42.3
|
)
|
|
|
$
|
340.1
|
|
|
|
|
|
|
|
|
||||||
Net income (loss) per share - basic
|
$
|
(20.82
|
)
|
|
$
|
(4.70
|
)
|
|
|
$
|
69.41
|
|
Net income (loss) per share - diluted
|
$
|
(20.82
|
)
|
|
$
|
(4.70
|
)
|
|
|
$
|
45.93
|
|
Weighted-average number of shares outstanding:
|
|
|
|
|
|
|
||||||
Basic
|
9.0
|
|
|
9.0
|
|
|
|
4.9
|
|
|||
Diluted
|
9.0
|
|
|
9.0
|
|
|
|
7.6
|
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
Year Ended
December 31,
2015
|
|
Three Months
Ended
December 31, 2014
|
|
|
Nine Months Ended
September 30, 2014
|
||||||
Net income (loss)
|
$
|
(187.4
|
)
|
|
$
|
(42.3
|
)
|
|
|
$
|
340.1
|
|
Other comprehensive income (loss), before tax (Note 18):
|
|
|
|
|
|
|
||||||
Prior service credit arising during the period
|
—
|
|
|
6.8
|
|
|
|
—
|
|
|||
Curtailment (gain) recognized in net income (loss)
|
—
|
|
|
—
|
|
|
|
(2.2
|
)
|
|||
Amortization of actuarial losses, net
|
—
|
|
|
—
|
|
|
|
0.9
|
|
|||
Amortization of prior service (credits), net
|
(0.3
|
)
|
|
—
|
|
|
|
(0.3
|
)
|
|||
Other comprehensive income (loss), before tax
|
(0.3
|
)
|
|
6.8
|
|
|
|
(1.6
|
)
|
|||
Income tax benefit related to items of other comprehensive income
|
—
|
|
|
(2.4
|
)
|
|
|
—
|
|
|||
Other comprehensive income (loss), net of tax
|
(0.3
|
)
|
|
4.4
|
|
|
|
(1.6
|
)
|
|||
Elimination of Predecessor Company accumulated other comprehensive loss
|
—
|
|
|
—
|
|
|
|
121.7
|
|
|||
Comprehensive income (loss)
|
$
|
(187.7
|
)
|
|
$
|
(37.9
|
)
|
|
|
$
|
460.2
|
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
Year Ended
December 31,
2015
|
|
Three Months Ended
December 31, 2014
|
|
|
Nine Months Ended
September 30, 2014
|
||||||
Cash Flows from Operating Activities
|
|
|
|
|
|
|
||||||
Net income (loss)
|
$
|
(187.4
|
)
|
|
$
|
(42.3
|
)
|
|
|
$
|
340.1
|
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
13.8
|
|
|
4.5
|
|
|
|
4.2
|
|
|||
Impairment of excess reorganization value
|
137.2
|
|
|
—
|
|
|
|
—
|
|
|||
Immediate recognition of net actuarial (gains) losses
|
(29.6
|
)
|
|
10.4
|
|
|
|
—
|
|
|||
PIK interest on paid-in-kind toggle notes
|
5.4
|
|
|
—
|
|
|
|
—
|
|
|||
Gain on sales of assets
|
(2.1
|
)
|
|
(1.3
|
)
|
|
|
(5.7
|
)
|
|||
Non-cash reorganization items
|
—
|
|
|
—
|
|
|
|
(449.2
|
)
|
|||
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
||||||
Accounts receivable – decrease
|
29.3
|
|
|
31.0
|
|
|
|
79.0
|
|
|||
Inventories, net – decrease
|
90.9
|
|
|
23.0
|
|
|
|
177.0
|
|
|||
Payables under SWU purchase agreements – increase (decrease)
|
(54.7
|
)
|
|
92.8
|
|
|
|
(293.4
|
)
|
|||
Deferred revenue, net of deferred costs – increase (decrease)
|
2.6
|
|
|
17.3
|
|
|
|
(9.7
|
)
|
|||
Accounts payable and other liabilities – (decrease)
|
(1.8
|
)
|
|
(26.5
|
)
|
|
|
(58.9
|
)
|
|||
Other, net
|
4.9
|
|
|
1.3
|
|
|
|
(3.7
|
)
|
|||
Net Cash Provided By (Used in) Operating Activities
|
8.5
|
|
|
110.2
|
|
|
|
(220.3
|
)
|
|||
|
|
|
|
|
|
|
||||||
Cash Flows Provided by Investing Activities
|
|
|
|
|
|
|
||||||
Deposits for surety bonds - net decrease
|
5.0
|
|
|
1.1
|
|
|
|
3.9
|
|
|||
Proceeds from sales of assets
|
2.0
|
|
|
2.1
|
|
|
|
8.4
|
|
|||
Capital expenditures
|
(0.3
|
)
|
|
—
|
|
|
|
—
|
|
|||
Net Cash Provided by Investing Activities
|
6.7
|
|
|
3.2
|
|
|
|
12.3
|
|
|||
|
|
|
|
|
|
|
||||||
Cash Flows (Used in) Financing Activities
|
|
|
|
|
|
|
||||||
Payments for deferred financing costs
|
—
|
|
|
—
|
|
|
|
(0.7
|
)
|
|||
Common stock purchased
|
—
|
|
|
—
|
|
|
|
(0.1
|
)
|
|||
Net Cash (Used in) Financing Activities
|
—
|
|
|
—
|
|
|
|
(0.8
|
)
|
|||
|
|
|
|
|
|
|
||||||
Net Increase (Decrease)
|
15.2
|
|
|
113.4
|
|
|
|
(208.8
|
)
|
|||
Cash and Cash Equivalents at Beginning of Period
|
218.8
|
|
|
105.4
|
|
|
|
314.2
|
|
|||
Cash and Cash Equivalents at End of Period
|
$
|
234.0
|
|
|
$
|
218.8
|
|
|
|
$
|
105.4
|
|
|
|
|
|
|
|
|
||||||
Supplemental cash flow information:
|
|
|
|
|
|
|
||||||
Interest paid
|
$
|
12.2
|
|
|
$
|
—
|
|
|
|
$
|
15.9
|
|
Income taxes paid, net of refunds
|
0.3
|
|
|
—
|
|
|
|
—
|
|
|||
Non-cash activities:
|
|
|
|
|
|
|
||||||
Conversion of interest payable-in-kind to long-term debt
|
$
|
1.8
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
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, 2013 (Predecessor)
|
$
|
0.5
|
|
|
$
|
1,216.4
|
|
|
$
|
(1,520.7
|
)
|
|
$
|
(34.3
|
)
|
|
$
|
(120.1
|
)
|
|
$
|
(458.2
|
)
|
Net income
|
—
|
|
|
—
|
|
|
340.1
|
|
|
—
|
|
|
—
|
|
|
340.1
|
|
||||||
Other comprehensive (loss), net of tax (Note 18)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(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
|
)
|
|
—
|
|
|
—
|
|
||||||
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
|
|
Net (loss)
|
—
|
|
|
—
|
|
|
(42.3
|
)
|
|
—
|
|
|
—
|
|
|
(42.3
|
)
|
||||||
Other comprehensive income, net of tax (Note 18)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.4
|
|
|
4.4
|
|
||||||
Restricted stock units and stock options issued, net of amortization
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
||||||
Balance at December 31, 2014 (Successor)
|
$
|
0.9
|
|
|
$
|
58.6
|
|
|
$
|
(42.3
|
)
|
|
$
|
—
|
|
|
$
|
4.4
|
|
|
$
|
21.6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Balance at December 31, 2014 (Successor)
|
$
|
0.9
|
|
|
$
|
58.6
|
|
|
$
|
(42.3
|
)
|
|
$
|
—
|
|
|
$
|
4.4
|
|
|
$
|
21.6
|
|
Net (loss)
|
—
|
|
|
—
|
|
|
(187.4
|
)
|
|
—
|
|
|
—
|
|
|
(187.4
|
)
|
||||||
Other comprehensive (loss), net of tax (Note 18)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
(0.3
|
)
|
||||||
Restricted stock units and stock options issued, net of amortization
|
—
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
||||||
Balance at December 31, 2015 (Successor)
|
$
|
0.9
|
|
|
$
|
59.0
|
|
|
$
|
(229.7
|
)
|
|
$
|
—
|
|
|
$
|
4.1
|
|
|
$
|
(165.7
|
)
|
|
Predecessor
|
|
|
Successor
|
||||||||||||||||||||||||
|
Liability Balance to Be Paid,
Dec. 31, 2013
|
|
Nine Months Ended Sep. 30, 2014
|
|
|
Liability Balance to Be Paid,
Sep. 30, 2014
|
|
Three Months Ended Dec. 31, 2014
|
|
Liability Balance to Be Paid,
Dec. 31, 2014
|
||||||||||||||||||
|
|
Special Charges
|
|
Paid
|
|
|
|
Special Charges
|
|
Paid
|
|
|||||||||||||||||
Workforce reductions, primarily severance payments
|
$
|
21.2
|
|
|
$
|
4.5
|
|
|
$
|
(13.6
|
)
|
|
|
$
|
12.1
|
|
|
$
|
3.7
|
|
|
$
|
(13.4
|
)
|
|
$
|
2.4
|
|
Less: Amounts billed to DOE
|
|
|
(2.4
|
)
|
|
|
|
|
|
|
(1.6
|
)
|
|
|
|
|
||||||||||||
|
|
|
$
|
2.1
|
|
|
|
|
|
|
|
$
|
2.1
|
|
|
|
|
|
|
Successor
|
||||||||||||||
|
Liability Balance to Be Paid,
Dec. 31, 2014
|
|
2015
|
|
Liability Balance to Be Paid,
Dec. 31, 2015
|
||||||||||
|
|
Special Charges
|
|
Paid
|
|
||||||||||
Workforce reductions, primarily severance payments
|
$
|
2.4
|
|
|
$
|
13.6
|
|
|
$
|
(7.3
|
)
|
|
$
|
8.7
|
|
Less: Amounts billed to DOE
|
|
|
(0.4
|
)
|
|
|
|
|
|||||||
|
|
|
$
|
13.2
|
|
|
|
|
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(millions)
|
||||||
Utility customers and other
|
$
|
24.7
|
|
|
$
|
36.3
|
|
Contract services, primarily DOE
|
1.8
|
|
|
22.6
|
|
||
Accounts receivable, net
|
$
|
26.5
|
|
|
$
|
58.9
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
|
Current
Assets
|
|
Current
Liabilities
(a)
|
|
Inventories, Net
|
|
Current
Assets
|
|
Current
Liabilities
(a)
|
|
Inventories, Net
|
||||||||||||
Separative work units
|
$
|
221.5
|
|
|
$
|
33.1
|
|
|
$
|
188.4
|
|
|
$
|
330.6
|
|
|
$
|
76.6
|
|
|
$
|
254.0
|
|
Uranium
|
97.5
|
|
|
73.7
|
|
|
23.8
|
|
|
131.4
|
|
|
82.3
|
|
|
49.1
|
|
||||||
Materials and supplies
|
0.2
|
|
|
—
|
|
|
0.2
|
|
|
0.2
|
|
|
—
|
|
|
0.2
|
|
||||||
|
$
|
319.2
|
|
|
$
|
106.8
|
|
|
$
|
212.4
|
|
|
$
|
462.2
|
|
|
$
|
158.9
|
|
|
$
|
303.3
|
|
(a)
|
Inventories owed to customers and suppliers, included in current liabilities, consist primarily of SWU and uranium inventories owed to fabricators that process LEU into fuel for use in nuclear reactors.
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
(millions)
|
||||||
Property, plant and equipment, gross
|
$
|
4.0
|
|
|
$
|
3.7
|
|
Accumulated depreciation
|
(0.5
|
)
|
|
(0.2
|
)
|
||
Property, plant and equipment, net
|
$
|
3.5
|
|
|
$
|
3.5
|
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Amount
|
|
Gross Carrying Amount
|
|
Accumulated Amortization
|
|
Net Amount
|
||||||||||||
Sales order book
|
$
|
54.6
|
|
|
$
|
12.0
|
|
|
$
|
42.6
|
|
|
$
|
54.6
|
|
|
$
|
3.2
|
|
|
$
|
51.4
|
|
Customer relationships
|
68.9
|
|
|
5.7
|
|
|
63.2
|
|
|
68.9
|
|
|
1.1
|
|
|
67.8
|
|
||||||
|
$
|
123.5
|
|
|
$
|
17.7
|
|
|
$
|
105.8
|
|
|
$
|
123.5
|
|
|
$
|
4.3
|
|
|
$
|
119.2
|
|
2016
|
$
|
12.6
|
|
2017
|
11.0
|
|
|
2018
|
10.1
|
|
|
2019
|
8.6
|
|
|
2020
|
8.7
|
|
|
Thereafter
|
54.8
|
|
|
|
$
|
105.8
|
|
|
Excess Reorganization Value
|
||
Balance as of December 31, 2014
|
$
|
137.2
|
|
Impairment
|
(137.2
|
)
|
|
Balance as of December 31, 2015
|
$
|
—
|
|
|
December 31,
|
||||||
($ millions)
|
2015
|
|
2014
|
||||
|
|
|
|
||||
Trade payables
|
$
|
5.4
|
|
|
$
|
10.4
|
|
Compensation and benefits
|
19.2
|
|
|
22.4
|
|
||
Severance
|
8.7
|
|
|
2.4
|
|
||
Other accrued liabilities
|
11.5
|
|
|
15.3
|
|
||
|
$
|
44.8
|
|
|
$
|
50.5
|
|
•
|
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.
|
•
|
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.
|
|
December 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash and cash equivalents
|
$
|
234.0
|
|
|
—
|
|
|
—
|
|
$
|
234.0
|
|
|
$
|
218.8
|
|
|
—
|
|
|
—
|
|
$
|
218.8
|
|
||
Deferred compensation asset (a)
|
—
|
|
$
|
1.5
|
|
|
—
|
|
$
|
1.5
|
|
|
—
|
|
$
|
3.2
|
|
|
—
|
|
$
|
3.2
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Deferred compensation obligation (a)
|
—
|
|
1.4
|
|
|
—
|
|
1.4
|
|
|
—
|
|
3.0
|
|
|
—
|
|
3.0
|
|
(a)
|
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.
|
|
Defined Benefit Pension Plans
|
|
Postretirement Health
and Life Benefit Plans
|
||||||||||||||||||||||
|
Successor
|
|
|
Predecessor
|
|
Successor
|
|
|
Predecessor
|
||||||||||||||||
|
Year Ended December 31, 2015
|
|
Three Months Ended December 31, 2014
|
|
|
Nine Months Ended September 30, 2014
|
|
Year Ended December 31, 2015
|
|
Three Months Ended December 31, 2014
|
|
|
Nine Months Ended September 30, 2014
|
||||||||||||
Changes in Benefit Obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Obligations at beginning of period
|
$
|
961.4
|
|
|
$
|
965.1
|
|
|
|
$
|
907.4
|
|
|
$
|
237.7
|
|
|
$
|
240.4
|
|
|
|
$
|
231.9
|
|
Actuarial (gains) losses, net
|
(55.2
|
)
|
|
18.7
|
|
|
|
96.0
|
|
|
(30.2
|
)
|
|
4.3
|
|
|
|
8.3
|
|
||||||
Service costs
|
5.8
|
|
|
2.0
|
|
|
|
1.8
|
|
|
0.2
|
|
|
0.2
|
|
|
|
1.3
|
|
||||||
Interest costs
|
36.9
|
|
|
10.2
|
|
|
|
31.7
|
|
|
8.8
|
|
|
2.3
|
|
|
|
7.5
|
|
||||||
Benefits paid
|
(62.1
|
)
|
|
(15.0
|
)
|
|
|
(44.3
|
)
|
|
(13.1
|
)
|
|
(2.8
|
)
|
|
|
(8.7
|
)
|
||||||
Lump sum benefits paid
|
(50.6
|
)
|
|
(17.9
|
)
|
|
|
(24.7
|
)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||||
Less federal subsidy on benefits paid
|
—
|
|
|
—
|
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|
|
0.1
|
|
||||||
Administrative expenses paid
|
(3.4
|
)
|
|
(1.7
|
)
|
|
|
N/A
|
|
|
—
|
|
|
N/A
|
|
|
|
N/A
|
|
||||||
Plan amendments
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(6.8
|
)
|
|
|
—
|
|
||||||
Curtailments
|
—
|
|
|
—
|
|
|
|
(2.8
|
)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||||
Obligations at end of period
|
832.8
|
|
|
961.4
|
|
|
|
965.1
|
|
|
203.5
|
|
|
237.7
|
|
|
|
240.4
|
|
||||||
Changes in Plan Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of plan assets at beginning of period
|
772.4
|
|
|
781.5
|
|
|
|
784.0
|
|
|
26.3
|
|
|
28.7
|
|
|
|
36.9
|
|
||||||
Actual return on plan assets
|
(8.0
|
)
|
|
25.5
|
|
|
|
46.2
|
|
|
0.4
|
|
|
0.7
|
|
|
|
0.5
|
|
||||||
Company contributions
|
8.0
|
|
|
—
|
|
|
|
20.3
|
|
|
0.2
|
|
|
(0.3
|
)
|
|
|
—
|
|
||||||
Benefits paid
|
(62.1
|
)
|
|
(15.0
|
)
|
|
|
(44.3
|
)
|
|
(13.1
|
)
|
|
(2.8
|
)
|
|
|
(8.7
|
)
|
||||||
Lump sum benefits paid
|
(50.6
|
)
|
|
(17.9
|
)
|
|
|
(24.7
|
)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||||
Administrative expenses paid
|
(3.4
|
)
|
|
(1.7
|
)
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
|
N/A
|
|
||||||
Fair value of plan assets at end of period
|
656.3
|
|
|
772.4
|
|
|
|
781.5
|
|
|
13.8
|
|
|
26.3
|
|
|
|
28.7
|
|
||||||
(Unfunded) status at end of period
|
(176.5
|
)
|
|
(189.0
|
)
|
|
|
(183.6
|
)
|
|
(189.7
|
)
|
|
(211.4
|
)
|
|
|
(211.7
|
)
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Amounts recognized in assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Current liabilities
|
$
|
(4.2
|
)
|
|
$
|
(9.7
|
)
|
|
|
$
|
(9.5
|
)
|
|
(5.4
|
)
|
|
—
|
|
|
|
—
|
|
|||
Noncurrent liabilities
|
(172.3
|
)
|
|
(179.3
|
)
|
|
|
(174.1
|
)
|
|
(184.3
|
)
|
|
(211.4
|
)
|
|
|
(211.7
|
)
|
||||||
|
$
|
(176.5
|
)
|
|
$
|
(189.0
|
)
|
|
|
$
|
(183.6
|
)
|
|
$
|
(189.7
|
)
|
|
$
|
(211.4
|
)
|
|
|
$
|
(211.7
|
)
|
Amounts recognized in accumulated other comprehensive income (loss), pre-tax:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net actuarial loss
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
202.4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
22.0
|
|
Prior service cost (credit)
|
—
|
|
|
—
|
|
|
|
—
|
|
|
(0.3
|
)
|
|
(6.8
|
)
|
|
|
(1.8
|
)
|
||||||
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
202.4
|
|
|
$
|
(0.3
|
)
|
|
$
|
(6.8
|
)
|
|
|
$
|
20.2
|
|
Assumptions used to determine benefit obligations at end of period:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate
|
4.5%
|
|
4.1%
|
|
|
4.3%
|
|
4.2%
|
|
3.8%
|
|
|
4.0%
|
Compensation increases
|
n/a
|
|
n/a
|
|
|
n/a
|
|
n/a
|
|
2.0%
|
|
|
2.0%
|
|
Defined Benefit Pension Plans
|
|
Postretirement Health
and Life Benefit Plans
|
||||||||||||||||||||||
|
Successor
|
|
|
Predecessor
|
|
Successor
|
|
|
Predecessor
|
||||||||||||||||
|
Year Ended Dec. 31, 2015
|
|
Three Months Ended Dec. 31, 2014
|
|
|
Nine Months
Ended
Sep. 30, 2014
|
|
Year Ended Dec. 31, 2015
|
|
Three Months Ended Dec. 31, 2014
|
|
|
Nine Months
Ended
Sep. 30, 2014
|
||||||||||||
Net Periodic Benefit Costs
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Service costs
|
$
|
5.8
|
|
|
$
|
2.0
|
|
|
|
$
|
1.8
|
|
|
$
|
0.2
|
|
|
$
|
0.2
|
|
|
|
$
|
1.3
|
|
Interest costs
|
36.9
|
|
|
10.2
|
|
|
|
31.7
|
|
|
8.8
|
|
|
2.3
|
|
|
|
7.5
|
|
||||||
Expected return on plan assets (gains)
|
(47.4
|
)
|
|
(13.1
|
)
|
|
|
(38.5
|
)
|
|
(0.8
|
)
|
|
(0.4
|
)
|
|
|
(1.5
|
)
|
||||||
Amortization of prior service costs (credits), net
|
—
|
|
|
—
|
|
|
|
—
|
|
|
(0.3
|
)
|
|
—
|
|
|
|
(0.3
|
)
|
||||||
Amortization of actuarial (gains) losses, net
|
0.2
|
|
|
6.4
|
|
|
|
1.0
|
|
|
(29.8
|
)
|
|
4.0
|
|
|
|
|
|||||||
Curtailment loss (gain)
|
—
|
|
|
—
|
|
|
|
(2.2
|
)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||||
Net periodic benefit costs
|
$
|
(4.5
|
)
|
|
$
|
5.5
|
|
|
|
$
|
(6.2
|
)
|
|
$
|
(21.9
|
)
|
|
$
|
6.1
|
|
|
|
$
|
7.0
|
|
Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income (Loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net valuation (gain) loss
|
$
|
0.2
|
|
|
$
|
6.4
|
|
|
|
$
|
85.4
|
|
|
$
|
(29.8
|
)
|
|
$
|
4.0
|
|
|
|
$
|
9.2
|
|
Net prior service cost (credit)
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(6.8
|
)
|
|
|
—
|
|
||||||
Amortization of actuarial gains (losses), net
|
(0.2
|
)
|
|
(6.4
|
)
|
|
|
1.5
|
|
|
29.8
|
|
|
(4.0
|
)
|
|
|
—
|
|
||||||
Amortization of prior service (costs) credits
|
—
|
|
|
—
|
|
|
|
(0.2
|
)
|
|
0.3
|
|
|
—
|
|
|
|
0.3
|
|
||||||
Total (gain) loss recognized in other comprehensive income (loss), pre-tax
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
86.7
|
|
|
$
|
0.3
|
|
|
$
|
(6.8
|
)
|
|
|
$
|
9.5
|
|
Total recognized in net periodic benefit costs (income) and other comprehensive income (loss), pre-tax
|
$
|
(4.5
|
)
|
|
$
|
5.5
|
|
|
|
$
|
80.5
|
|
|
$
|
(21.6
|
)
|
|
$
|
(0.7
|
)
|
|
|
$
|
16.5
|
|
|
Defined Benefit Pension Plans
|
|
Postretirement Health
and Life Benefit Plans
|
||||||||||
|
Successor
|
|
|
Predecessor
|
|
Successor
|
|
|
Predecessor
|
||||
|
Year Ended Dec. 31, 2015
|
|
Three Months Ended Dec. 31, 2014
|
|
|
Nine Months
Ended
Sep. 30, 2014
|
|
Year Ended Dec. 31, 2015
|
|
Three Months Ended Dec. 31, 2014
|
|
|
Nine Months
Ended
Sep. 30, 2014
|
Assumptions used to determine net periodic benefit costs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Discount rate
|
4.5%
|
|
4.1%
|
|
|
4.3%
|
|
4.2%
|
|
4.0%
|
|
|
4.0%
|
Expected return on plan assets
|
6.8%
|
|
7.0%
|
|
|
6.8%
|
|
5.3%
|
|
5.8%
|
|
|
6.8%
|
Compensation increases
|
n/a
|
|
n/a
|
|
|
n/a
|
|
2.0%
|
|
2.0%
|
|
|
2.0%
|
|
December 31,
|
||
|
2015
|
|
2014
|
Healthcare cost trend rate for the following year
|
7.5%
|
|
8%
|
Long-term rate that the healthcare cost trend rate gradually declines to
|
5%
|
|
5%
|
Year that the healthcare cost trend rate is expected to reach the long-term rate
|
2021
|
|
2021
|
|
One Percentage Point
|
||||||
|
Increase
|
|
Decrease
|
||||
Postretirement health benefit obligation
|
$
|
5.2
|
|
|
$
|
(4.9
|
)
|
Net periodic benefit costs (service and interest cost components only)
|
$
|
0.3
|
|
|
$
|
(0.3
|
)
|
|
December 31,
|
|
|
||||||
|
2015
|
|
2014
|
|
2016 Target
|
||||
Defined Benefit Pension Plans:
|
|
|
|
|
|
|
|
||
Equity securities
|
47
|
%
|
|
48
|
%
|
|
40
|
-
|
60%
|
Debt securities
|
53
|
|
|
52
|
|
|
40
|
-
|
60
|
|
100
|
%
|
|
100
|
%
|
|
|
|
|
Postretirement Health and Life Benefit Plans:
|
|
|
|
|
|
|
|
||
Equity securities
|
64
|
%
|
|
65
|
%
|
|
55
|
-
|
75%
|
Debt securities
|
36
|
|
|
35
|
|
|
25
|
-
|
45
|
|
100
|
%
|
|
100
|
%
|
|
|
|
|
|
Defined Benefit Pension Plans
|
||||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||||||
U.S. government securities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
61.8
|
|
|
$
|
81.5
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
61.8
|
|
|
$
|
81.5
|
|
Corporate debt
|
—
|
|
|
—
|
|
|
206.9
|
|
|
249.6
|
|
|
—
|
|
|
—
|
|
|
206.9
|
|
|
249.6
|
|
||||||||
Municipal bonds
|
—
|
|
|
—
|
|
|
6.8
|
|
|
8.1
|
|
|
—
|
|
|
—
|
|
|
6.8
|
|
|
8.1
|
|
||||||||
Fair value of investments by hierarchy level
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
275.5
|
|
|
$
|
339.2
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
275.5
|
|
|
$
|
339.2
|
|
Investments measured at NAV (a)
|
|
|
|
|
|
|
|
|
|
|
|
|
377.2
|
|
|
429.1
|
|
||||||||||||||
Accrued interest receivable
|
|
|
|
|
|
|
|
|
|
|
|
|
3.5
|
|
|
4.0
|
|
||||||||||||||
Unsettled transactions
|
|
|
|
|
|
|
|
|
|
|
|
|
0.1
|
|
|
0.1
|
|
||||||||||||||
Plan assets
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
656.3
|
|
|
$
|
772.4
|
|
|
Postretirement Health and Life Benefit Plans
|
||||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||||||||||
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
|
2015
|
|
2014
|
||||||||||||||||
Money market funds
|
$
|
1.0
|
|
|
$
|
0.8
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1.0
|
|
|
$
|
0.8
|
|
Bond mutual funds
|
4.0
|
|
|
8.5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.0
|
|
|
8.5
|
|
||||||||
Equity mutual funds
|
8.8
|
|
|
17.0
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8.8
|
|
|
17.0
|
|
||||||||
Fair value of investments by hierarchy level
|
$
|
13.8
|
|
|
$
|
26.3
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13.8
|
|
|
$
|
26.3
|
|
|
Defined Benefit Pension Plans
|
|
Postretirement Health and Life Benefit Plans
|
||||
2016
|
$
|
65.8
|
|
|
$
|
19.2
|
|
2017
|
60.5
|
|
|
20.0
|
|
||
2018
|
59.8
|
|
|
21.0
|
|
||
2019
|
57.4
|
|
|
19.8
|
|
||
2020
|
57.5
|
|
|
18.3
|
|
||
2021 to 2025
|
266.6
|
|
|
70.5
|
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
Year Ended December 31, 2015
|
|
Three Months Ended December 31, 2014
|
|
|
Nine Months Ended September 30, 2014
|
||||||
|
|
|
|
|
|
|
||||||
Total stock-based compensation costs:
|
|
|
|
|
|
|
||||||
Restricted stock and restricted stock units
|
$
|
0.2
|
|
|
$
|
0.1
|
|
|
|
$
|
0.6
|
|
Stock options, performance awards and other
|
0.2
|
|
|
0.1
|
|
|
|
—
|
|
|||
Expense included primarily in selling, general and administrative expense
|
$
|
0.4
|
|
|
$
|
0.2
|
|
|
|
$
|
0.6
|
|
|
|
|
|
|
|
|
||||||
Total recognized tax benefit
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
Successor
|
||
|
Year Ended December 31, 2015
|
|
Three Months Ended December 31, 2014
|
|
|
|
|
Risk-free interest rate
|
1.91%
|
|
1.89%
|
Expected volatility
|
75%
|
|
75%
|
Expected option life (years)
|
6
|
|
6
|
Weighted-average grant date fair value
|
$2.62
|
|
$3.72
|
Options granted (in thousands)
|
437
|
|
92
|
|
|
Stock Options (thousands)
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Life in Years
|
|
Aggregate Intrinsic Value (millions)
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2014
|
|
93
|
|
$5.62
|
|
|
|
|
Granted
|
|
437
|
|
$3.96
|
|
|
|
|
Exercised
|
|
—
|
|
—
|
|
|
|
|
Forfeited
|
|
(55)
|
|
$5.62
|
|
|
|
|
Outstanding at December 31, 2015
|
|
475
|
|
$4.09
|
|
9.3
|
|
—
|
Exercisable at December 31, 2015
|
|
12
|
|
$5.62
|
|
8.9
|
|
—
|
Stock Exercise Price
|
|
Options Outstanding (thousands)
|
|
Weighted Average Remaining Contractual Life in Years
|
|
Options Exercisable (thousands)
|
|
|
|
|
|
|
|
$5.62
|
|
37.5
|
|
8.9
|
|
12.0
|
$4.37
|
|
300.0
|
|
9.2
|
|
-
|
$3.90
|
|
22.5
|
|
9.6
|
|
-
|
$3.93
|
|
15.0
|
|
9.6
|
|
-
|
$2.71
|
|
50.0
|
|
9.8
|
|
-
|
$2.75
|
|
50.0
|
|
9.8
|
|
-
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
Year Ended December 31, 2015
|
|
Three Months Ended December 31, 2014
|
|
|
Nine Months Ended September 30, 2014
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
State and local
|
(0.3
|
)
|
|
—
|
|
|
|
(1.0
|
)
|
|||
Foreign
|
—
|
|
|
—
|
|
|
|
—
|
|
|||
|
(0.3
|
)
|
|
—
|
|
|
|
(1.0
|
)
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
Federal
|
—
|
|
|
(2.4
|
)
|
|
|
—
|
|
|||
State and local
|
—
|
|
|
—
|
|
|
|
—
|
|
|||
Foreign
|
—
|
|
|
—
|
|
|
|
—
|
|
|||
|
—
|
|
|
(2.4
|
)
|
|
|
—
|
|
|||
|
$
|
(0.3
|
)
|
|
$
|
(2.4
|
)
|
|
|
$
|
(1.0
|
)
|
|
December 31,
|
||||||
|
2015
|
|
2014
|
||||
Deferred tax assets:
|
|
|
|
||||
Plant lease turnover and other exit costs
|
$
|
3.1
|
|
|
$
|
0.9
|
|
Employee benefits costs
|
137.7
|
|
|
148.5
|
|
||
Inventory
|
3.1
|
|
|
6.6
|
|
||
Property, plant and equipment
|
437.1
|
|
|
450.2
|
|
||
Waste disposition
|
0.3
|
|
|
1.3
|
|
||
Net operating loss and credit carryforwards
|
114.3
|
|
|
76.7
|
|
||
Accrued expenses
|
8.8
|
|
|
5.4
|
|
||
Other
|
11.9
|
|
|
14.6
|
|
||
|
$
|
716.3
|
|
|
$
|
704.2
|
|
Valuation allowance
|
(676.4
|
)
|
|
(659.6
|
)
|
||
Deferred tax assets, net of valuation allowance
|
$
|
39.9
|
|
|
$
|
44.6
|
|
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
||||
Intangible assets
|
37.3
|
|
|
42.0
|
|
||
Prepaid expenses
|
2.6
|
|
|
2.6
|
|
||
Deferred tax liabilities
|
$
|
39.9
|
|
|
$
|
44.6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Successor
|
|
|
Predecessor
|
|||||
|
Year Ended December 31, 2015
|
|
Three Months Ended December 31, 2014
|
|
|
Nine Months Ended September 30, 2014
|
|||
Federal statutory tax rate
|
35
|
%
|
|
35
|
%
|
|
|
35
|
%
|
State income taxes, net of federal
|
—
|
|
|
1
|
|
|
|
—
|
|
Basis allocated to exempt income
|
—
|
|
|
17
|
|
|
|
—
|
|
Excess reorganization value
|
(26
|
)
|
|
—
|
|
|
|
(14
|
)
|
Other nondeductible expenses
|
(1
|
)
|
|
(4
|
)
|
|
|
—
|
|
Valuation allowance against deferred tax assets
|
(9
|
)
|
|
(39
|
)
|
|
|
(23
|
)
|
Restructuring costs
|
—
|
|
|
—
|
|
|
|
2
|
|
State rate changes and tax attributes
|
1
|
|
|
(5
|
)
|
|
|
—
|
|
|
—
|
%
|
|
5
|
%
|
|
|
—
|
%
|
|
Successor
|
|
|
Predecessor
|
||||||||
|
Year Ended December 31, 2015
|
|
Three Months Ended December 31, 2014
|
|
|
Nine Months Ended September 30, 2014
|
||||||
Balance at beginning of the period
|
$
|
1.3
|
|
|
$
|
1.3
|
|
|
|
$
|
2.3
|
|
Additions to tax positions of current period
|
—
|
|
|
—
|
|
|
|
—
|
|
|||
Reductions to tax positions of prior years
|
(0.3
|
)
|
|
—
|
|
|
|
(1.0
|
)
|
|||
Balance at end of the period
|
$
|
1.0
|
|
|
$
|
1.3
|
|
|
|
$
|
1.3
|
|
|
Successor
|
|
|
Predecessor
|
||||||||
(in millions, except per share amounts)
|
Year Ended
December 31, 2015
|
|
Three Months Ended
December 31, 2014
|
|
|
Nine Months Ended
September 30, 2014
|
||||||
|
|
|
|
|
|
|
||||||
Numerators:
|
|
|
|
|
|
|
||||||
Net income (loss) - basic
|
$
|
(187.4
|
)
|
|
$
|
(42.3
|
)
|
|
|
$
|
340.1
|
|
Interest expense on convertible notes
|
—
|
|
|
—
|
|
|
|
9.0
|
|
|||
Net income (loss), if converted - diluted
|
$
|
(187.4
|
)
|
|
$
|
(42.3
|
)
|
|
|
$
|
349.1
|
|
|
|
|
|
|
|
|
||||||
Denominator:
|
|
|
|
|
|
|
||||||
Weighted average common shares
|
9.0
|
|
|
9.0
|
|
|
|
5.0
|
|
|||
Less: Weighted average unvested restricted stock
|
—
|
|
|
—
|
|
|
|
0.1
|
|
|||
Denominator for basic calculation
|
9.0
|
|
|
9.0
|
|
|
|
4.9
|
|
|||
|
|
|
|
|
|
|
||||||
Weighted average effect of dilutive securities:
|
|
|
|
|
|
|
||||||
Stock compensation awards (a)
|
—
|
|
|
—
|
|
|
|
—
|
|
|||
Convertible notes
|
—
|
|
|
—
|
|
|
|
1.8
|
|
|||
Convertible preferred stock:
|
|
|
|
|
|
|
|
|
||||
Equivalent common shares
|
—
|
|
|
—
|
|
|
|
27.2
|
|
|||
Less: share issuance limitation (b)
|
—
|
|
|
—
|
|
|
|
26.3
|
|
|||
Net allowable common shares
|
—
|
|
|
—
|
|
|
|
0.9
|
|
|||
Subtotal
|
—
|
|
|
—
|
|
|
|
2.7
|
|
|||
Less: shares excluded in a period of a net loss
|
—
|
|
|
—
|
|
|
|
—
|
|
|||
Weighted average effect of dilutive securities
|
—
|
|
|
—
|
|
|
|
2.7
|
|
|||
Denominator for diluted calculation
|
9.0
|
|
|
9.0
|
|
|
|
7.6
|
|
|||
|
|
|
|
|
|
|
||||||
Net income (loss) per share - basic
|
$
|
(20.82
|
)
|
|
$
|
(4.70
|
)
|
|
|
$
|
69.41
|
|
Net income (loss) per share - diluted
|
$
|
(20.82
|
)
|
|
$
|
(4.70
|
)
|
|
|
$
|
45.93
|
|
(a)
|
Compensation awards under the 2014 Equity Incentive Plan resulted in common stock equivalents of less than 0.1 million shares of common stock and are excluded from the diluted calculation as a result of net losses in the twelve months ended December 31, 2015 and the three months ended December 31, 2014.
|
(b)
|
Conversion of the convertible preferred stock of the Predecessor Company was limited based on NYSE rules requiring shareholder approval.
|
|
Successor
|
|
|
Predecessor
|
|
|||||||||
|
Year Ended
December 31, 2015
|
|
|
Three Months Ended
December 31, 2014
|
|
|
Nine Months Ended
September 30, 2014
|
|
||||||
Options excluded from diluted net income per share
|
375,000
|
|
|
|
—
|
|
|
|
200
|
|
|
|||
Warrants excluded from diluted net income per share
|
N/A
|
|
|
|
N/A
|
|
|
|
250,000
|
|
|
|||
Exercise price of excluded options
|
$
|
3.90
|
|
to
|
|
$
|
—
|
|
|
|
$
|
283.25
|
|
to
|
|
$
|
5.62
|
|
|
|
|
|
|
|
$
|
357.00
|
|
|
|
Exercise price of excluded warrants
|
N/A
|
|
|
|
N/A
|
|
|
|
$
|
187.50
|
|
|
2016
|
$
|
3.4
|
|
2017
|
2.4
|
|
|
2018
|
2.4
|
|
|
2019
|
1.6
|
|
|
2020
|
0.9
|
|
|
Thereafter
|
6.6
|
|
|
|
$
|
17.3
|
|
|
Successor
|
|
|
Predecessor
|
|
|
||||||||||
|
Year Ended Dec. 31, 2015
|
|
Three Mos. Ended Dec. 31, 2014
|
|
|
Nine Mos. Ended Sep. 30, 2014
|
|
2014 Combined
|
||||||||
United States
|
$
|
272.8
|
|
|
$
|
109.1
|
|
|
|
$
|
280.3
|
|
|
$
|
389.4
|
|
Foreign:
|
|
|
|
|
|
|
|
|
||||||||
Japan
|
77.8
|
|
|
14.4
|
|
|
|
74.8
|
|
|
89.2
|
|
||||
Belgium
|
55.5
|
|
|
—
|
|
|
|
35.1
|
|
|
35.1
|
|
||||
Other
|
12.1
|
|
|
0.1
|
|
|
|
0.3
|
|
|
0.4
|
|
||||
|
145.4
|
|
|
14.5
|
|
|
|
110.2
|
|
|
124.7
|
|
||||
Total revenue
|
$
|
418.2
|
|
|
$
|
123.6
|
|
|
|
$
|
390.5
|
|
|
$
|
514.1
|
|
|
Successor
|
|
|
Predecessor
|
|
|
|
||||||||||
(in millions)
|
Year Ended Dec. 31, 2015
|
|
Three Mos. Ended Dec. 31, 2014
|
|
|
Nine Mos. Ended Sep. 30, 2014
|
|
2014 Combined
|
|
||||||||
Revenue
|
|
|
|
|
|
|
|
|
|
||||||||
LEU segment:
|
|
|
|
|
|
|
|
|
|
||||||||
Separative work units
|
$
|
289.9
|
|
|
$
|
101.0
|
|
|
|
$
|
347.5
|
|
|
$
|
448.5
|
|
|
Uranium
|
65.5
|
|
|
0.8
|
|
|
|
—
|
|
|
0.8
|
|
|
||||
|
355.4
|
|
|
101.8
|
|
|
|
347.5
|
|
|
449.3
|
|
|
||||
Contract services segment
|
62.8
|
|
|
21.8
|
|
|
|
43.0
|
|
|
64.8
|
|
|
||||
Revenue
|
$
|
418.2
|
|
|
$
|
123.6
|
|
|
|
$
|
390.5
|
|
|
$
|
514.1
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Segment Gross Profit (Loss)
|
|
|
|
|
|
|
|
|
|
||||||||
LEU segment
|
$
|
70.1
|
|
|
$
|
(17.8
|
)
|
|
|
$
|
(21.9
|
)
|
|
$
|
(39.7
|
)
|
|
Contract services segment
|
(1.2
|
)
|
|
(0.7
|
)
|
|
|
(0.9
|
)
|
|
(1.6
|
)
|
|
||||
Gross profit (loss)
|
$
|
68.9
|
|
|
$
|
(18.5
|
)
|
|
|
$
|
(22.8
|
)
|
|
$
|
(41.3
|
)
|
|
|
December 31,
|
||||||
(in millions)
|
2015
|
|
2014
|
||||
|
|
|
|
||||
Assets
|
|
|
|
||||
LEU segment
|
$
|
795.9
|
|
|
$
|
1,115.2
|
|
Contract services segment
|
24.8
|
|
|
42.5
|
|
||
|
$
|
820.7
|
|
|
$
|
1,157.7
|
|
•
|
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 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 PIK Toggle Notes.
|
•
|
B&W and 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:
|
◦
|
7.98%
of the 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 PIK Toggle 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 PIK Toggle Notes issued at the Effective Date.
|
(c)
|
Represents
$0.7
million of debt issuance cost incurred on the PIK Toggle Notes. These costs will be amortized using the straight-line method, which approximates the effective interest method, over the life of the PIK Toggle 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 PIK Toggle 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 PIK Toggle Notes, cash on interest accrued at the non-default rate to the Effective Date and Common Stock. The holders of Old Preferred Stock received PIK Toggle 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 Common Stock. This adjustment records the Successor Company’s Common Stock and additional paid in capital of $59.3 million, which represents the fair value of the 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 PIK Toggle Notes, 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)
|
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.
|
(n)
|
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
|
|
(o)
|
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.
|
(p)
|
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
|
)
|
|
Successor
|
||||||||||||||
2015
|
1st Qtr.
|
|
2nd Qtr.
|
|
3rd Qtr.
|
|
4th Qtr.
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Revenue
|
$
|
167.8
|
|
|
$
|
63.3
|
|
|
$
|
29.2
|
|
|
$
|
157.9
|
|
Cost of sales
|
160.9
|
|
|
59.0
|
|
|
53.6
|
|
|
75.8
|
|
||||
Gross profit (loss)
|
6.9
|
|
|
4.3
|
|
|
(24.4
|
)
|
|
82.1
|
|
||||
Advanced technology costs
|
1.8
|
|
|
4.0
|
|
|
1.9
|
|
|
25.3
|
|
||||
Selling, general and administrative
|
12.3
|
|
|
6.3
|
|
|
13.5
|
|
|
10.5
|
|
||||
Amortization of intangible assets
|
4.0
|
|
|
2.0
|
|
|
1.1
|
|
|
6.3
|
|
||||
Impairment of excess reorganization value
|
—
|
|
|
—
|
|
|
—
|
|
|
137.2
|
|
||||
Special charges for workforce reductions
|
0.6
|
|
|
2.9
|
|
|
9.8
|
|
|
(0.1
|
)
|
||||
Other (income)
|
(0.8
|
)
|
|
(0.7
|
)
|
|
(0.3
|
)
|
|
(0.3
|
)
|
||||
Operating (loss)
|
(11.0
|
)
|
|
(10.2
|
)
|
|
(50.4
|
)
|
|
(96.8
|
)
|
||||
Interest expense
|
4.9
|
|
|
4.9
|
|
|
4.8
|
|
|
5.0
|
|
||||
Interest (income)
|
(0.2
|
)
|
|
—
|
|
|
(0.1
|
)
|
|
—
|
|
||||
Provision (benefit) for income taxes
|
(0.3
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net (loss)
|
$
|
(15.4
|
)
|
|
$
|
(15.1
|
)
|
|
$
|
(55.1
|
)
|
|
$
|
(101.8
|
)
|
|
|
|
|
|
|
|
|
||||||||
Net (loss) per share - basic
|
$
|
(1.71
|
)
|
|
$
|
(1.68
|
)
|
|
$
|
(6.05
|
)
|
|
$
|
(11.19
|
)
|
Net (loss) per share - diluted
|
$
|
(1.71
|
)
|
|
$
|
(1.68
|
)
|
|
$
|
(6.05
|
)
|
|
$
|
(11.19
|
)
|
|
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
|
—
|
|
|
—
|
|
|
—
|
|
|
|
4.3
|
|
||||
Special charges for workforce reductions and advisory costs
|
(0.5
|
)
|
|
2.5
|
|
|
0.1
|
|
|
|
2.1
|
|
||||
Other (income)
|
(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 22)
|
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
|
)
|
10.11
|
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).
|
|
|
10.12
|
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).
|
|
|
10.13
|
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).
|
|
|
10.14
|
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).
|
|
|
10.15
|
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).
|
|
|
10.16
|
Letter Agreement, dated June 22, 2015, supplementing 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, 2015, filed with the SEC on August 7, 2015). (Certain information has been omitted and filed separately pursuant to confidential treatment under Rule 24b-2).
|
|
|
10.17
|
Amendment No. 005 dated July 7, 2015 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 September 30, 2015, filed with the SEC on November 12, 2015). (Certain information has been omitted and filed separately pursuant to confidential treatment under Rule 24b-2).
|
|
|
10.18
|
Amendment No. 006 dated September 4, 2015 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, 2015, filed with the SEC on November 12, 2015). (Certain information has been omitted and filed separately pursuant to confidential treatment under Rule 24b-2).
|
|
|
10.19
|
Amendment No. 007 dated October 19, 2015 to the Enriched Product Transitional Supply Contract dated March 23, 2011 between United States Enrichment Corporation and TENEX. (Certain information has been omitted and filed separately pursuant to confidential treatment under Rule 24b-2). (a)
|
|
|
10.20
|
Amendment No. 008 dated December 22, 2015 to the Enriched Product Transitional Supply Contract dated March 23, 2011 between United States Enrichment Corporation and TENEX. (Certain information has been omitted and filed separately pursuant to confidential treatment under Rule 24b-2). (a)
|
|
|
10.21
|
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.
|
|
|
10.22
|
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).
|
|
|
10.23
|
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).
|
|
|
10.24
|
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).
|
|
|
10.25
|
Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.77 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on March 16, 2015).
|
|
|
10.26
|
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)
|
|
|
10.27
|
Employment Agreement, dated March 6, 2015, by and between Centrus Energy Corp. and Daniel B. Poneman (incorporated by reference to Exhibit 10.7 of the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, filed with the SEC on May 7, 2015). (b)
|
|
|
10.28
|
2015 Executive Incentive Plan (incorporated by reference to Exhibit 10.8 of the Company’s Quarterly Report on Form 10-Q, filed with the SEC on May 7, 2015). (b)
|
|
|
10.29
|
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)
|
|
|
10.30
|
Form of Employee Non-qualified Stock Option Award Agreement under the Centrus Energy Corp. 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.80 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on March 16, 2015). (b)
|
|
|
10.31
|
Form of Non-Employee Director Restricted Stock Unit Award Agreement (Annual Retainers and Meeting Fees) under the Centrus Energy Corp. 2014 Equity Incentive Plan (incorporated by reference to Exhibit 10.81 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, filed with the SEC on March 16, 2015). (b)
|
|
|
10.32
|
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)
|
|
|
10.33
|
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)
|
|
|
10.34
|
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)
|
|
|
10.35
|
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)
|
|
|
10.36
|
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)
|
|
|
10.37
|
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)
|
|
|
10.38
|
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)
|
|
|
10.39
|
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)
|
|
|
10.40
|
Centrus Energy Corp. Executive Deferred Compensation Plan, as amended and restated (incorporated by reference to Exhibit 10.5 of the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015, filed with the SEC on August 7, 2015). (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)
|
|
|
101
|
Consolidated financial statements from the Annual Report on Form 10-K for the fiscal year ended December 31, 2015, 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.
|
APPENDIX E3:
|
Supplemental Procedures for Natural Uranium Delivered Under Section 7.02(j)
|
E3-1
|
Documentation Stating Quality and Quantity
. For each ***** Cylinder Delivered under Section 7.02(j) of the Contract, USEC shall issue a Certificate of Quality and Quantity (CQQ) in the English and Russian languages regarding the Natural Uranium it contains. The English language will be deemed controlling in the event of a difference.
|
E3-2
|
Procedures for Sample Withdrawal and Testing of the Natural Uranium by TENEX
.
|
(a)
|
Natural Uranium Physically Delivered to TENEX shall be shipped without samples under USEC's written certification in the CQQ of the Natural Uranium’s conformance to the American Society of Testing and Materials (“ASTM”) specification for commercial natural UF6, *****. Notwithstanding any other provision of the Contract, Natural Uranium meeting the requirements of the preceding sentence shall be deemed to be “Conforming Material” under the Contract.
|
(b)
|
In order to verify the Natural Uranium is Conforming Material, TENEX may withdraw samples of Natural Uranium from any ***** Cylinder. TENEX’s rights to reject Natural Uranium that is not Conforming Material is set out in Appendix E2, and the provisions of Paragraph E2-2 regarding Acceptance shall apply;
provided
,
however
, that, unless the delay in taking physical delivery is attributable to the fault of USEC, the ***** Acceptance period in Paragraph
|
E3-3
|
Acceptance
.
|
E3-4
|
Replacement
.
|
(a)
|
In connection with the terms governing replacement of defective Natural Uranium under Paragraph E2-3 of the Contract, at USEC's request, TENEX shall use its reasonable efforts to assist USEC in effecting the removal or disposition of the rejected Natural Uranium, including by accepting the Natural Uranium which is not Conforming Material in the ***** Cylinder upon payment by USEC of a reasonable surcharge or by transporting the Natural Uranium to USEC, ***** (with USEC to pay the expense of shipment of the rejected Natural Uranium from the Russian enrichment plant to ***** and loading of the rejected Natural Uranium on *****).
|
(b)
|
In the case where USEC removes the rejected Natural Uranium and the ***** Cylinder containing it, USEC shall Deliver to TENEX the quantity of Natural Uranium in the rejected ***** Cylinder in accordance with Section 7.02(a) or Section 7.02(b) or Section 7.02(c) of the Contract.
|
(c)
|
Pursuant to Paragraph E2-1 of the Contract, the Parties agree that a dispute about whether Natural Uranium Physically Delivered to TENEX under this Agreement is Conforming Material shall be resolved by submitting a mutually-agreed sample to a mutually agreed independent laboratory for analysis, which will act as the “umpire”. The umpire’s results shall be conclusive on all Parties if such results are within the range determined by TENEX's and USEC's results (as USEC’s results are reflected on the CQQ). If the umpire’s results are outside the range determined by such results, TENEX and USEC shall accept the results of the Party that are nearest to the umpire’s results. USEC shall pay the umpire’s costs if the umpire’s results establish that the Natural Uranium is not Conforming Material; otherwise, TENEX shall pay the umpire’s costs. For this purpose, the “umpire’s costs” shall mean the umpire’s charges plus the additional costs, if any, of the packaging, handling and transporting the sample to and from the umpire.
|
(d)
|
USEC shall bear the expenses associated with removal and replacement of rejected Natural Uranium as provided in Paragraph E3-4(b) above. TENEX shall invoice USEC for such expenses, and its invoice shall include supporting documentation for each expense. Nothing herein shall relieve any Party of its obligation to use reasonable efforts to minimize the expenses to be reimbursed by another Party.
|
E3-5
|
Weight
.
|
(a)
|
The Parties shall be bound by the cylinder tare weight listed in the CQQ provided by USEC.
|
(b)
|
The Parties shall also be bound by the gross weight listed on the CQQ;
provided
,
however
, that TENEX may dispute such gross weight if the gross weight determined by TENEX differs from the gross weight determination in the CQQ by more than the "Applicable Dispute Limit", which for this purpose shall mean a difference of ***** from the gross weight in the CQQ, and TENEX notifies USEC of such discrepancy prior to Acceptance of the Natural Uranium. The Parties shall follow the check-weight procedures in Paragraph E3-6 below in resolving any dispute of the gross weight, and the resolution of such disputes in accordance with Paragraph E3-6 shall be final and binding on the Parties. Notwithstanding the existence of a discrepancy in gross weight or a dispute concerning such discrepancy, USEC's gross weight determination shall be final and binding on the Parties if TENEX breaks the seal on, or evacuates any of the Natural Uranium from, the disputed ***** Cylinder prior to either resolution of the discrepancy or USEC's agreement to accept TENEX's gross weight determination.
|
(c)
|
For purposes of this Section, "net weight" shall mean the difference between the gross weight of a ***** Cylinder filled with Natural Uranium identified in the CQQ and the tare weight of such cylinder.
|
(d)
|
All ***** Cylinders have previously been weighed by or for USEC intends to use those weight results without reweighing. If, however, USEC determines that it must reweigh a ***** Cylinder (or cause such cylinder to be reweighed) after execution of Amendment No. 007 to this Contract but before transfer of title to TENEX pursuant to the Cylinder Purchase Contract and, prior to USEC determining that it must reweigh the ***** Cylinder, TENEX has requested in a timely manner an opportunity to observe such reweighing, USEC shall promptly notify TENEX of the date(s) and place(s) for observance of such reweighing and TENEX shall be given an opportunity to observe, at TENEX's expense, the reweighing of the ***** Cylinder. TENEX shall comply with the
|
(e)
|
Any re-weighing of filled ***** Cylinders is to be made with an accuracy of ***** of the gross weight of the filled cylinders, or ± *****, whichever is greater.
|
(f)
|
Any re-weighing of filled ***** Cylinders must be carried out on scales providing the accuracy of weighing not lower than mentioned in item (e) above.
|
E3-6
|
Check Weight Procedure
.
|
(a)
|
All Cylinders and/or weights shall be first removed from the scales, and the scales shall be zero-checked.
|
(b)
|
A mutually agreed standard weight shall then be placed on the scales in order to verify their accuracy. If the indicated weight of the standard weight differs from its known weight by more than ***** of the standard weight the scales shall be re-calibrated.
|
(c)
|
The cylinder to be Check Weighed shall be examined to ensure that the valve protector and other removable items have been removed and then it shall be re-weighed. The results of the re-weighing shall be defined as the "Check Weight."
|
(d)
|
If the Check Weight and the gross weight determination on the CQQ differ by an amount equal to or less than the Applicable Dispute Limit, USEC's gross weight determination shall be binding.
|
(e)
|
If the Check Weight and the original gross weight determination on the CQQ differ by more than the Applicable Dispute Limit, the Check Weight shall be binding.
|
(f)
|
Any costs incurred in connection with this Check Weighing procedure shall be borne by (i) TENEX if USEC's the original gross weight determination on the CQQ is binding, and (ii) USEC in all other cases.
|
(g)
|
If as a result of the Check Weighing it is determined that there is a shortfall in the quantity of Natural Uranium Physically Delivered in the ***** Cylinder as compared to the quantity identified in the CQQ, USEC shall *****
|
(h)
|
Neither TENEX nor any party acting on its behalf shall evacuate or break the seal on the valve and plug of a ***** Cylinder about which there is a dispute concerning gross weight until any discrepancy concerning weight is resolved under this Appendix E3.
|
(a)
|
Pursuant to the Cylinder Purchase Contract, each ***** Cylinder shall have a permanent marking (nameplate) at the time title to the ***** Cylinder transfers to TENEX. Thereafter, any changes in labelling shall not be USEC’s responsibility.
|
(b)
|
The permanent marking described in Paragraph E3-8(a) shall be made on a metal plate fixed to ***** Cylinder. It shall be non-exchangeable and non-erasable. The permanent marking must contain the data stipulated in ANSI N 14.1.
|
UNITED STATES ENRICHMENT CORPORATION
|
|
JOINT STOCK COMPANY "TENEX"
|
By:
/s/ Stephen S. Greene
|
|
By:
/s/ Oleg Kozin
|
Name: Stephen S. Greene
|
|
Name: Oleg Kozin
|
Position: SVP, CFO & Treasurer
|
|
Position: Acting First Deputy General Director for Commerce
|
1.
|
Section 1.18 shall be replaced with the following:
|
(i)
|
a Book Transfer (as defined in Section 1.07) pursuant to Section 7.02(a),
|
(ii)
|
a Physical Delivery (as defined in the applicable provision of Section 1.44) pursuant to Section 7.02(b) or (c), or
|
(iii)
|
the transfer of title pursuant to Section 7.02(h)(iii) or Section 7.02(j)(ii),
|
(b)
|
in reference to EUP or SWU contained in EUP, Physical Delivery as defined in Section 1.44(a), or
|
(c)
|
a transfer of title, when so agreed by the Parties, or
|
(d)
|
in reference to other items, such as Cylinders, Physical Delivery of such items (as defined in Section 1.44(b) or (e), as applicable).”
|
2.
|
The following shall replace all of Section 3.01 and Sections 3.02(a), (b) and (c):
|
“3.01
|
TENEX shall supply to USEC, and USEC shall procure from TENEX, EUP containing the following fixed quantities of SWU (“Firm Commitment SWU”) shown in column 2 of Table 1A below, subject to the permitted transfer of certain quantities to Delivery Years 2023-26 under Section 3.02 and the increase in those transferred quantities under Section 3.02(c) (defined therein as “Compensatory Purchases”).
|
3.02
|
The portions of Firm Commitment SWU in Table 1A, mentioned in the Row 2 of Table 1B (the “Non-Transferable SWU”), shall be purchased by USEC and Delivered in the respective Delivery Years indicated in Row 1 of Table 1B, and the portions of Firm Commitment SWU in Table 1A mentioned, in Row 3 of Table 1B (the “Transferable SWU”), shall be purchased by USEC and Delivered in the period 2016-2026, subject to the terms below.
|
Row 1
|
Delivery Year:
|
2016
|
2017
|
2018
|
2019
|
2020
|
2021
|
2022
|
Row 2
|
Non-Transferable SWU
|
*****
|
*****
|
*****
|
*****
|
*****
|
*****
|
*****
|
Row 3
|
Transferable SWU
|
*****
|
*****
|
*****
|
*****
|
*****
|
*****
|
*****
|
(a)
|
*****
|
(b)
|
To the extent not all of the Transferable SWU quantities in Row 3 of Table 1B are ordered to be Delivered before Delivery Year 2023 (such unordered portion of the Transferable SWU quantities being defined as the “Remaining SWU”), USEC shall order the Remaining SWU quantities plus Compensatory Purchases under Section 3.02(c) (together, the “Post-2022 Quantities”) for Delivery in EUP in 2023 through 2026 according to the following schedule, subject to Section 3.02(d):
|
(i)
|
*****
|
(ii)
|
*****
|
(iii)
|
*****
|
(iv)
|
*****
|
(c)
|
Subject to Section 3.02(d), USEC’s SWU purchase obligations for Delivery Years 2023-26 shall be increased by the following amounts of SWU (“Compensatory Purchases”) to compensate for (i) the reduction in purchase volumes in 2016-22 as compared to the Firm Commitment SWU in Table 1A and their deferral to later years (the “Deferral Compensation”) and (ii)
*****
, as follows:
|
(x)
|
*****
|
(y)
|
*****
|
(1)
|
*****
|
(2)
|
*****
|
(z)
|
*****
|
(d)
|
Notwithstanding the foregoing, USEC shall not be obligated to purchase more than 2.25 million SWU in any Delivery Year after 2022 under this Section 3.02. Instead, USEC shall have the right to defer the purchase of the excess over 2.25 million SWU until the first Delivery Year in which such excess can be purchased without resulting in an obligation for USEC to purchase more than 2.25 million SWU. There shall be no additional compensation in SWU owed for the deferral of such excess.”
|
3.
|
The following new Sections 3.06, 3.07 and 3.08 shall be inserted at the end of Article 3:
|
“3.06
|
*****
|
3.07
|
*****
|
3.08
|
*****”
|
4.
|
The opening phrase of Section 4.03 shall be replaced with the following:
|
“4.03
|
USEC shall place binding Orders with TENEX for Deliveries during the Delivery Year of EUP containing, in the aggregate, a nominal amount of SWU sufficient to satisfy USEC’s purchase obligations pursuant to Article 3 for such Delivery Year, subject to all of the following:”
|
5.
|
The last sentence of Section 4.03(f) shall be deleted.
|
6.
|
In Section 4.05, the phrase “
*****
” shall be replaced with “
*****
”. In addition, the following two sentences shall be inserted at the end of Section 4.05:
|
7.
|
The following phrase shall be deleted from Section 4.06: “(assuming, for this purpose, that USEC would exercise the option in Section 3.02 to reduce its purchase obligation by 5% for the SWU Component of all EUP ordered or to be ordered for such Delivery Year)”.
|
8.
|
In Section 4.06(a), the following shall be inserted after the phrase “from August 1
st
of the Delivery Year”:
|
9.
|
Section 4.06(f) shall be replaced with the following:
|
“(f)
|
If for any reason USEC has not placed all required Orders (that comply with the CONTRACT requirements)
*****
(the SWU in (A) or (B), as applicable, being referred to as USEC’s “
Minimum Firm Purchase Obligation
” for that Delivery Year), TENEX shall have the right, starting from
*****
(the “
Applicable Purchase
|
(i)
|
TENEX may invoke the remedy in Section 4.06(c) at any time after the Applicable Purchase Deadline notwithstanding any contrary term in Section 4.06(c), without the need for TENEX either to seek to sell such Purchase Quantity Shortfall to one or more third parties prior to invoking such remedy or to wait until
*****
to invoke such remedy. Further, in the case of a Purchase Quantity Shortfall for which TENEX elects the remedy in this Section 4.06(f)(i), the liquidated damages under Section 4.06(a) applicable to such Purchase Quantity Shortfall shall be payable
*****
after receipt by USEC of the invoice from TENEX for the full period in Section 4.06(a) from
*****
, without regard to whether TENEX has sold the applicable Purchase Quantity Shortfall.
|
(ii)
|
If the Purchase Quantity Shortfall is greater than *****, TENEX may elect the remedy in (A) - (D) below with respect to all or part of the Purchase Quantity Shortfall, at TENEX’s election (the “
Immediate Payment Remedy
”). This remedy shall apply in lieu of the remedies under Section 4.06(a) and Section 4.06(b), as modified by Section 4.06(f)(i) (collectively, the “
Accelerated Cover Damages Remedy
”). The Accelerated Cover Damages Remedy shall still apply to any portion of the Purchase Quantity Shortfall for which TENEX does not elect the Immediate Payment Remedy.
|
(A)
|
Under the Immediate Payment Remedy, TENEX may invoice USEC the SWU Price applicable to the Shortfall Year under Section 6.01(a) multiplied by the SWU in the portion of the Purchase Quantity Shortfall for which TENEX elects the Immediate Payment Remedy.
|
(B)
|
This invoice shall be paid by USEC
*****
|
(C)
|
After paying the invoice under Section 4.06(f)(ii)(B), USEC shall place one or more Orders for Delivery in the Delivery Year immediately after the Shortfall Year (the “
Makeup Year
”) of Related EUP containing the portion of the Purchase Quantity Shortfall for which TENEX elected the Immediate Payment Remedy (the “
Prepaid SWU
”). For the avoidance of doubt, in case (other than as a result of an impediment under Section 13.03), USEC does not place one or more Orders for Delivery in the Makeup Year of the whole amount of the Prepaid SWU, USEC shall have no right to place Orders for Delivery of any Prepaid SWU in any year after the Makeup Year.
|
(D)
|
For each Delivery in the Makeup Year of the Prepaid SWU USEC shall
*****
after receipt of the TENEX invoice by USEC following each such Delivery, pay to TENEX the positive difference between the SWU Price in the Shortfall Year and the SWU Price in the Makeup Year, if there is such a difference, multiplied by the portion of the Prepaid SWU
|
(E)
|
*****
|
(F)
|
With respect to USEC’s Orders for Delivery in the Makeup Year, Related EUP containing the Prepaid SWU, USEC shall Deliver the Feed Material for such Related EUP in accordance with the terms of this CONTRACT.
|
(iii)
|
*****
|
(iv)
|
For the avoidance of doubt, all remedies based upon a damages claim under Section 4.06(c), including those in Section 4.06(f)(i), are subject to Section 4.06(d) but Section 4.06(d) does not limit the remedy in Section 4.06(f)(ii). Further, the remedy in Section 4.06(a) shall not apply to any portion of the Purchase Quantity Shortfall for which TENEX elected the Immediate Payment Remedy.
|
(v)
|
*****
|
(vi)
|
*****
|
(vii)
|
*****
|
(A)
|
*****
|
(B)
|
*****
|
(1)
|
*****
|
(2)
|
*****
|
(3)
|
*****
|
(4)
|
*****
|
10.
|
The last two paragraphs of Section 4.06 shall be replaced with the following:
|
11.
|
*****
Further, Section 6.01(b) and (c), shall be hereby renumbered Section 6.01(c) and (d), respectively, and the following new Section 6.01(b) is hereby inserted prior to the renumbered Section 6.01(c):
|
“(b)
|
*****
”
|
12.
|
In the renumbered Section 6.01(c) (formerly Section 6.01(b)), the reference to Section 6.01(b)(ii) is hereby replaced with “Section 6.01(c)(ii)” and the reference to Section 6.01(b)(i) is hereby replaced with “Section 6.01(c)(i)”.
|
13.
|
The following phrase shall be deleted from Section 11.02:
|
14.
|
*****
|
15.
|
*****
|
16.
|
Appendix J of the CONTRACT is hereby replaced with the revised Appendix J in Exhibit 1 hereto. Appendix P in Exhibit 2 hereto is hereby inserted as a new appendix to the CONTRACT.
|
UNITED STATES ENRICHMENT CORPORATION
|
|
JOINT STOCK COMPANY "TENEX"
|
By:
/s/ Daniel B. Poneman
|
|
By:
/s/ Zalimskaya L.
|
Name: Daniel B. Poneman
|
|
Name: Zalimskaya L.
|
Position: President and CEO
|
|
Position: General Director
|
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 22, 2016
|
/s/ Daniel B. Poneman
|
|
Daniel B. Poneman
|
|
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):
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(a)
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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
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(b)
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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.
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March 22, 2016
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/s/ Stephen S. Greene
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Stephen S. Greene
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Senior Vice President, Chief Financial Officer and Treasurer
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March 22, 2016
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/s/ Daniel B. Poneman
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Daniel B. Poneman
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President and Chief Executive Officer
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March 22, 2016
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/s/ Stephen S. Greene
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Stephen S. Greene
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Senior Vice President, Chief Financial Officer and Treasurer
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