10-Q/A 1 form10-qa.htm QUARTERLY REPORT, AMENDMENT 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
Amendment No. 1

ý | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2012
OR

o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 1-14287
USEC Inc.
(Exact name of registrant as specified in its charter)

Delaware | 52-2107911
(State of incorporation) | (I.R.S. Employer Identification No.)

Two Democracy Center
6903 Rockledge Drive, Bethesda, Maryland 20817
(301) 564-3200
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ý No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer | o |  | Accelerated filer | ý
Non-accelerated filer | o |  | Smaller reporting company | o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No ý
As of July 25, 2012, there were 124,082,753 shares of the registrant’s Common Stock issued and outstanding.

TABLE OF CONTENTS

|  | Page
Item 6. | Exhibits | 2
Signature | 4
Exhibit Index | 5

EXPLANATORY NOTE
This Amendment No. 1 on Form 10-Q/A of USEC Inc. (the “Company”) amends the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2012, as filed with the Securities and Exchange Commission on August 1, 2012 (the “Form 10-Q”), solely to file amended Exhibits 10.1, 10.5, 10.6, 10.7 and 10.8. Certain portions of the information that was omitted from the Exhibits 10.1 and 10.8 filed with the Form 10-Q pursuant to a request for confidential treatment under Rule 24b-2 have now been included. In addition, the legend on Exhibits 10.1, 10.5, 10.6, 10.7 and 10.8 regarding the omission of information from such exhibits pursuant to a request for confidential treatment under Rule 24b-2 has now been revised to note that the omitted portions are marked by asterisks. The new Exhibits 10.1, 10.5, 10.6, 10.7 and 10.8 are the only change being made to the Company’s Form 10-Q. The information contained in this Amendment No. 1 does not reflect events occurring subsequent to the filing of the Form 10-Q.
Item 6. Exhibits

| 10.1 | Agreement dated May 15, 2012 between United States Enrichment Corporation and Energy Northwest. (a)

| 10.2 | Supplement No. 1 dated March 2, 2006 to Power Contract dated July 11, 2000 between Tennessee Valley Authority and United States Enrichment Corporation. (b)(c)

| 10.3 | Supplement No. 2 dated March 2, 2006 to Power Contract dated July 11, 2000 between Tennessee Valley Authority and United States Enrichment Corporation. (b)(c)

| 10.4 | Supplement No. 3 dated March 2, 2006 to Power Contract dated July 11, 2000 between Tennessee Valley Authority and United States Enrichment Corporation. (b)(c)

| 10.5 | Amendatory Agreement (Supplement No. 9) dated May 15, 2012 to the Power Contract between the Tennessee Valley Authority and the United States Enrichment Corporation, dated July 11, 2000, as amended. (a)

| 10.6 | Confirmation Letter dated May 15, 2012 between United States Enrichment Corporation and the Tennessee Valley Authority. (a)

| 10.7 | Amendment No. 20, dated June 5, 2012, to Contract dated January 14, 1994 between United States Enrichment Corporation, Executive Agent of the United States of America, and Joint Stock Company “Techsnabexport”, Executive Agent of the Russian Federation. (a)

| 10.8 | Cooperative Agreement dated June 12, 2012 between the U.S. Department of Energy and USEC Inc. and American Centrifuge Demonstration, LLC concerning the American Centrifuge Cascade Demonstration Test Program. (a)

| 10.9 | Contract dated June 12, 2012 between the U.S. Department of Energy and American Centrifuge Demonstration, LLC. (c)

| 10.10 | Modification No. 5 dated June 12, 2012, to the Agreement dated June 17, 2002, between DOE and USEC Inc. (c)

| 10.11 | Summary Sheet for 2012 Non-Employee / Non-Investor Director Compensation. (c)

| 10.12 | First Amendment to Fourth Amended and Restated Credit Agreement, dated as of June 1, 2012, among USEC Inc., United States Enrichment Corporation, the lenders party thereto, and JPMorgan Chase Bank, N.A., as administrative and collateral agent, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on June 1, 2012 (Commission File number 1-14287).

| 10.13 | USEC Inc. Quarterly Incentive Plan, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed on April 19, 2012 (Commission file number 1-14287).

| 31.1 | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a).

| 31.2 | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a).

| 32.1 | Certification of CEO and CFO pursuant to 18 U.S.C. Section 1350. (c)

| 101 | Consolidated condensed financial statements from the quarterly report on Form 10-Q for the quarter ended June 30, 2012, furnished in interactive data file (XBRL) format. (c)

| ______________________

(a) | Certain information has been omitted and filed separately pursuant to a request for confidential treatment under Rule 24b-2.

(b) | Includes information previously omitted and filed separately pursuant to confidential treatment under Rule 24b-2.

(c) | Previously filed with USEC Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2012.

SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

| USEC Inc.
Date: December 11, 2012 | By: | /s/ John C. Barpoulis |
|  | John C. Barpoulis |
| Senior Vice President and Chief Financial Officer
| (Principal Financial Officer)

EXHIBIT INDEX
Exhibit No. Description

| 10.1 | Agreement dated May 15, 2012 between United States Enrichment Corporation and Energy Northwest. (a)

| 10.5 | Amendatory Agreement (Supplement No. 9) dated May 15, 2012 to the Power Contract between the Tennessee Valley Authority and the United States Enrichment Corporation, dated July 11, 2000, as amended. (a)

| 10.6 | Confirmation Letter dated May 15, 2012 between United States Enrichment Corporation and the Tennessee Valley Authority. (a)

| 10.7 | Amendment No. 20, dated June 5, 2012, to Contract dated January 14, 1994 between United States Enrichment Corporation, Executive Agent of the United States of America, and Joint Stock Company “Techsnabexport”, Executive Agent of the Russian Federation. (a)

| 10.8 | Cooperative Agreement dated June 12, 2012 between the U.S. Department of Energy and USEC Inc. and American Centrifuge Demonstration, LLC concerning the American Centrifuge Cascade Demonstration Test Program. (a)

| 31.1 | Certification of the Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a).

| 31.2 | Certification of the Chief Financial Officer pursuant to Rule 13a-14(a)/15d-14(a).

| ______________________

(a) | Certain information has been omitted and filed separately pursuant to a request for confidential treatment under Rule 24b-2.