PENSION AND POSTRETIREMENT HEALTH AND LIFE BENEFITS

There are approximately 6,100 employees and retirees covered by qualified defined benefit pension plans providing retirement benefits based on compensation and years of service, and approximately 4,000 employees, retirees and dependents covered by postretirement health and life benefit plans. DOE retained the obligation for postretirement health and life benefits for workers who retired prior to July 28, 1998. Pursuant to the supplemental executive retirement plans (“SERP”) and pension restoration plan, USEC provides executive officers additional retirement benefits in excess of qualified plan limits imposed by tax law. Employees hired on or after September 1, 2008 and who are not covered by a collective bargaining agreement that provides for participation do not participate in a qualified defined benefit pension plan or the postretirement health and life benefit plan.

Changes in the projected benefit obligations and plan assets and the funded status of the plans follow (in millions):



	Defined Benefit Pension Plans						Postretirement Health and Life Benefit Plans
	Years Ended December 31,						Years Ended December 31,
	2013			2012			2013			2012
Changes in Benefit Obligations:
Obligations at beginning of year	$	1,099.0		$	989.5		$	248.8		$	252.9
Actuarial (gains) losses, net	(121.0		)	104.6			(25.2		)	(7.2		)
Service costs	9.9			14.6			3.6			3.7
Interest costs	45.0			48.3			9.0			11.1
Benefits paid	(58.2		)	(58.0		)	(12.2		)	(12.3		)
Lump sum benefits paid	(47.2		)	—			—			—
Less federal subsidy on benefits paid	—			—			0.5			0.6
Plan amendments	—			—			(27.8		)	—
Curtailments	(20.1		)	—			24.6			—
Special termination benefits	—			—			10.6			—
Obligations at end of year	907.4			1,099.0			231.9			248.8
Changes in Plan Assets:
Fair value of plan assets at beginning of year	774.8			727.8			41.6			45.1
Actual return on plan assets	92.7			91.3			6.9			5.8
USEC contributions	21.9			13.7			0.6			3.0
Benefits paid	(58.2		)	(58.0		)	(12.2		)	(12.3		)
Lump sum benefits paid	(47.2		)	—			—			—
Fair value of plan assets at end of year	784.0			774.8			36.9			41.6
(Unfunded) status at end of year	(123.4		)	(324.2		)	(195.0		)	(207.2		)

Amounts recognized in assets and liabilities:
Current liabilities	$	(2.2	)	$	(2.5	)	—			—
Noncurrent liabilities	(121.2		)	(321.7		)	(195.0		)	(207.2		)
	$	(123.4	)	$	(324.2	)	$	(195.0	)	$	(207.2	)
Amounts recognized in accumulated other comprehensive income (loss), pre-tax:
Net actuarial loss	$	115.3		$	326.0		$	12.8		$	45.3
Prior service cost (credit)	0.2			1.7			(2.1		)	—
	$	115.5		$	327.7		$	10.7		$	45.3



Assumptions used to determine benefit obligations at end of year:
Discount rate	4.87	%	4.07	%	4.45	%	3.66	%
Compensation increases	2.00	%	4.00	%	2.00	%	4.00	%

The discount rates above are the estimated rates at which the benefit obligations could be effectively settled on the measurement date and are based on yields of high quality fixed income investments whose cash flows match the timing and amount of expected benefit payments of the plans.

Assets and benefit obligations of the pension and postretirement health and life benefit plans are measured as of the year-end balance sheet date. The overfunded or underfunded status of the plans are recognized as either assets or liabilities in the balance sheet, and offsetting amounts are recognized in accumulated other comprehensive income (loss), a component of stockholders’ equity. Net actuarial losses and prior service costs and benefits are therefore recognized in the balance sheet, and are deferred and recognized as net periodic benefit costs in the statement of operations over time.

The expected return on plan assets is based on the weighted average of long-term return expectations for the composition of the plans’ equity and debt securities. Expected returns on equity securities are based on historical long-term returns of equity markets. Expected returns on debt securities are based on the current interest rate environment. The differences between the actual return on plan assets and expected return on plan assets are accumulated actuarial gains and losses.

The current portion of underfunded plan liabilities represents the expected benefit payments for the following year in excess of the fair value of the plan assets at year-end. The current liability reflects projected benefit payments for SERP and the pension restoration plan in the following year.

Projected benefit obligations are based on actuarial assumptions including future increases in compensation for employees covered by a collective bargaining agreement. Accumulated benefit obligations are based on actuarial assumptions but do not include possible future increases in compensation. The accumulated benefit obligation for all defined benefit pension plans was $906.0 million at December 31, 2013 and $1,040.4 million at December 31, 2012. At December 31, 2013, none of USEC’s plans had fair value of plan assets in excess of accumulated benefit obligations.

The expected cost of providing pension benefits is accrued over the years employees render service, and actuarial gains and losses are amortized over the employees’ average expected future service life or average expected future lifetime, as applicable. For the postretirement health and life benefit plan, actuarial gains and losses are amortized over the average expected future lifetime of plan participants; prior service costs or benefits are amortized over the employees’ average remaining years of service from age 40 until the date of full benefit eligibility or the average expected future lifetime of all plan participants, as applicable. Participants in the postretirement health and life benefit plan are generally eligible for benefits at retirement after age 50 with 10 years of continuous credited service at the time of retirement.

Significant Plan Impacts in 2013

A curtailment occurs when an employer eliminates accrual of pension benefits for some or all future services of a significant number of employees covered by the pension plan. When a curtailment occurs, plan assets and benefit obligations are remeasured.

Effective August 5, 2013, accrued benefits for active employees who are not covered by a collective bargaining agreement at the Paducah GDP have been frozen under the defined benefit pension plans, including the non-qualified USEC Inc. Pension Restoration Plan. The retirement benefit is fixed and will no longer increase for these employees to reflect changes in compensation or company service. However, these employees will not lose any benefits earned through August 4, 2013 under the pension plans and continue to accrue service credits toward vesting and qualifying for early or unreduced retirement benefits under the plans. Unamortized prior service costs related to those pension plan participants were accelerated and a plan re-measurement was conducted at June 30, 2013. The result was a curtailment gain of $0.7 million recorded in the second quarter of 2013 to special charges. Obligations for plans affected by the benefit freeze decreased by $32.7 million in total.

In addition, as discussed in Note 4, “Transition Charges,” layoffs are expected to occur in stages through 2014 of the remaining Paducah workforce, but no later than the lease termination date of August 1, 2015. The layoffs are expected to accelerate retirement obligations in the GDP pension plan and GDP postretirement health and life benefit plan. Unamortized prior service costs related to affected plan participants were accelerated due to these terminations. Moreover, and in accordance with plan documents, certain affected plan participants were credited additional plan service credits based on their involuntary termination of employment. The net impact recorded in special charges at December 31, 2013 for the two plans is $22.9 million, and obligations for both plans increased in total by $47.9 million.

The freeze of the defined benefit pension plans is part of the internal organizational structure review effort. The defined benefit pension plans were amended to allow a lump sum payment option to active employees who are not covered by a collective bargaining agreement at the Paducah GDP who are terminated as a result of participation in a reduction in force from August 5, 2013 through December 31, 2014. The qualified defined benefit pension plans were further amended to allow a one-time voluntary election for a lump sum payment in December 2013 to certain former employees with deferred vested pension benefits. Any lump sum distributions under this program would fully settle USEC's long-term pension obligations related to those benefits. Settlement accounting, which would require immediate recognition of a portion of amounts deferred in accumulated other comprehensive income, need not be followed if the sum of the settlements for the year is less than the sum of the service cost and interest cost components of the net periodic benefit cost for the plan year, measured on a plan by plan basis. Total lump sum payments in 2013 fell below the minimum settlement accounting thresholds for the plans and therefore settlement accounting was not required.

Prior to recent plan amendments, the qualified pension plans offered a lump sum option to plan participants in only limited circumstances. First, in the event that the entire present value of the participant’s benefits was less than $5,000, a participant may elect a lump sum representing a full distribution of plan benefits. Because plan rules require five years of service to have a vested right to pension benefits, almost all participants are eligible for benefits with present values in excess of $5,000.

Second, with respect to the Employee’s Retirement Plan of USEC Inc., a participant may elect a lump sum representing the present value of the participant’s benefits attributable to service through December 31, 2000. Lump sum distributions are not a permissible optional payment form for benefits accrued after December 31, 2000 except for the aforementioned lump sum program. This plan became effective in 1994. Few participants remain eligible for lump sum payments of plan benefits for service through December 31, 2000.

Components of Net Periodic Benefit Costs and Other Amounts Recognized in Other Comprehensive Income (Loss)



	Defined Benefit Pension Plans									Postretirement Health and Life Benefit Plans
(in millions)	Years Ended December 31,									Years Ended December 31,
	2013			2012			2011			2013			2012			2011
Net Periodic Benefit Costs
Service costs	$	9.9		$	14.6		$	16.2		$	3.6		$	3.7		$	4.3
Interest costs	45.0			48.3			50.3			9.0			11.1			12.2
Expected return on plan assets (gains)	(51.1		)	(52.0		)	(54.0		)	(2.3		)	(2.9		)	(3.7		)
Amortization of prior service costs (credits), net	0.7			1.5			1.7			—			—			—
Amortization of actuarial (gains) losses, net	16.2			19.7			9.4			2.7			4.5			2.6
Curtailment loss (gain)	12.6			—			3.2			(1.0		)	—			1.9
Special termination loss	—			—			—			10.6			—			—
Net periodic benefit costs	$	33.3		$	32.1		$	26.8		$	22.6		$	16.4		$	17.3



Other Changes in Plan Assets and Benefit Obligations Recognized in Other Comprehensive Income (Loss)
Net valuation (gain) loss	$	(182.7	)	$	65.2		$	115.4		$	(5.1	)	$	(10.1	)	$	20.8
Net prior service cost (credit)	—			—			—			(27.8		)	—			—
Amortization of actuarial gains (losses), net	(28.0		)	(19.7		)	(11.6		)	(27.3		)	(4.5		)	(4.6		)
Amortization of prior service (costs) credits	(1.5		)	(1.5		)	(1.6		)	25.6			—			—
Total (gain) loss recognized in other comprehensive income (loss), pre-tax	$	(212.2	)	$	44.0		$	102.2		$	(34.6	)	$	(14.6	)	$	16.2
Total recognized in net periodic benefit costs (income) and other comprehensive income (loss), pre-tax	$	(178.9	)	$	76.1		$	129.0		$	12.0		$	1.8		$	33.5



	Defined Benefit Pension Plans						Postretirement Health and Life Benefit Plans
	Years Ended December 31,						Years Ended December 31,
	2013		2012		2011		2013		2012		2011
Assumptions used to determine net periodic benefit costs:
Discount rates:
Final remeasurement/Curtailment	4.87	%	4.95	%	5.77	%	4.45	%	4.46	%	5.32	%
Initial Curtailment- Freeze	4.92		—		—		—		—		—
Expected return on plan assets	6.75		7.25		7.50		6.75		7.25		7.50
Compensation increases	4.00		4.25		4.25		4.00		4.25		4.25

Net periodic benefit costs are allocated to cost of sales for the LEU segment, selling, general and administrative expense, and advanced technology costs. Prior to cessation of enrichment at the Paducah GDP, net periodic benefit costs were allocated to SWU inventory costs rather than as a direct charge to cost of sales.

Prior to the start of 2012, a significant portion of the costs related to pension and postretirement health and life benefit plans were attributed to Portsmouth contract services, based on the employee base performing contract services work. Starting in 2012, ongoing retiree benefit costs related to USEC's former Portsmouth employees are charged to the LEU segment rather than the contract services segment based on USEC's continuing LEU segment operations that support its active and retired employees. These net benefit costs totaled $8.9 million for 2013 and $13.2 million for 2012 and are directly charged to cost of sales rather than production. The transition of Portsmouth site contract services workers from USEC to DOE’s D&D contractor began in the first quarter of 2011 and was completed on September 30, 2011. The elimination of expected years of future service for certain employees at the Portsmouth site in the actuarial calculation resulted in a combined special termination and curtailment loss of $3.2 million for the defined benefit pension plan in the first quarter of 2011. A curtailment loss of $1.9 million for the postretirement health and life benefit plans was recognized in the second quarter of 2011 based on greater clarity of employee decisions regarding the plan offered by the D&D contractor and further refinement of actuarial assumptions. The curtailment losses were included in cost of sales for the contract services segment.

The estimated actuarial net loss and prior service cost for the defined benefit pension plans that will be amortized from accumulated other comprehensive loss into net periodic pension benefit cost during 2014 are $1.3 million and less than $0.1 million, respectively. The estimated prior service credit for the postretirement health and life benefit plans that will be amortized from accumulated other comprehensive income into net periodic benefit cost during 2014 is $0.5 million.

Healthcare cost trend rates used to measure postretirement health benefit obligations follow:



	December 31,
	2013	2012
Healthcare cost trend rate for the following year	7.5%	7.5%
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	2019	2018

A one-percentage-point change in the assumed healthcare cost trend rates would have an effect on the postretirement health benefit obligation and costs, as follows (in millions):



	One Percentage Point
	Increase		Decrease
Postretirement health benefit obligation	$	6.3	$	(5.9	)
Net periodic benefit costs	$	0.7	$	(0.6	)

Benefit Plan Assets

Independent advisors manage investment assets of USEC’s defined benefit pension plans and postretirement health and life benefit plans. USEC has the fiduciary responsibility for reviewing performance of the various investment advisors. The investment policy of the plans is to maximize portfolio returns within reasonable and prudent levels of risk in order to meet projected liabilities and maintain sufficient cash to make timely payments of all participant benefits. Risk is reduced by diversifying plan assets in a broad mix of asset classes and by following a strategic asset allocation approach. Asset classes and target weights are adjusted periodically to optimize the long-term portfolio risk/return tradeoff, to provide liquidity for benefit payments, and to align portfolio risk with the underlying obligations. The investment policy of the plans prohibits the use of leverage, direct investments in tangible assets, or any investment prohibited by applicable laws or regulations.

The allocation of plan assets between equity and debt securities and the target allocation range by asset category follows:



	Percentage of Plan Assets				Target Allocation
	December 31,				Range
	2013		2012		2014
Defined Benefit Pension Plans:
Equity securities	54	%	52	%	40	-	60%
Debt securities	46		48		40	-	60
	100	%	100	%
Postretirement Health and Life Benefit Plans:
Equity securities	69	%	65	%	55	-	75%
Debt securities	31		35		25	-	45
	100	%	100	%

Plan assets are measured at fair value. Following are the plan investments as of December 31, 2013 and December 31, 2012 categorized by the fair value hierarchy levels described in Note 13 (in millions):



	Defined Benefit Pension Plans
	Level 1				Level 2				Level 3				Total
	2013		2012		2013		2012		2013		2012		2013			2012
U.S. government securities	$	—	$	—	$	74.2	$	89.8	$	—	$	—	$	74.2		$	89.8
Collective trust - money market funds	—		—		19.4		16.5		—		—		19.4			16.5
Collective trust - bond funds	—		—		48.1		47.7		—		—		48.1			47.7
Collective trust - equity funds	—		—		423.1		397.4		—		—		423.1			397.4
Corporate debt	—		—		208.5		211.1		—		0.6		208.5			211.7
Municipal bonds	—		—		7.0		7.8		—		—		7.0			7.8
Mortgage and asset backed securities	—		—		—		0.2		—		—		—			0.2
Fair value of investments by hierarchy level	$	—	$	—	$	780.3	$	770.5	$	—	$	0.6	$	780.3		$	771.1
Accrued interest receivable													4.0			3.8
Unsettled transactions payable													(0.3		)	(0.1		)
Plan assets													$	784.0		$	774.8



	Postretirement Health and Life Benefit Plans
	Level 1				Level 2				Level 3				Total
	2013		2012		2013		2012		2013		2012		2013		2012
Money market funds	$	—	$	—	$	0.9	$	0.8	$	—	$	—	$	0.9	$	0.8
Bond mutual funds	10.4		13.7		—		—		—		—		10.4		13.7
Equity mutual funds	25.6		27.1		—		—		—		—		25.6		27.1
Fair value of investments by hierarchy level	$	36.0	$	40.8	$	0.9	$	0.8	$	—	$	—	$	36.9	$	41.6

Level 1 assets consist of bond and equity mutual funds that have a publicly available Net Asset Value (“NAV”).

Level 2 assets include investments in U.S. government agency securities, corporate and municipal debt and mortgage and asset backed securities that are valued based on estimated prices using observable, market-based inputs. Bond and equity funds in collective trusts are valued based on the NAVs provided by administrators of the funds. A collective trust fund is an investment vehicle with a NAV quoted in a private market. The NAV for each fund is based on the underlying assets owned by the fund, less any expenses accrued against the fund, divided by the number of fund shares outstanding. Investments in these funds are classified within Level 2 of the valuation hierarchy because the NAV’s unit price is not quoted in an active market; however, the unit price is based on underlying investments which are traded in an active market. Investments in money market funds are classified within Level 2 of the valuation hierarchy because the publicly reported Net Asset Value (“NAV”) of one dollar does not necessarily reflect the fair value of the underlying securities.

Level 3 assets include investments in corporate debt securities that are valued based on estimated prices that include unobservable inputs such as extrapolated data, indicative quotes and proprietary models of third-party pricing sources. The table below sets forth a summary of changes in the fair value of Level 3 assets of the defined benefit pension plans (in millions):



	December 31,
	2013			2012
Beginning balance	$	0.6		$	0.9
Transfer out to Level 2	(0.6		)	(0.9		)
Transfer in from Level 2	—			0.1
New purchases	—			0.5
Ending balance	$	—		$	0.6

Benefit Plan Cash Flows

USEC expects to contribute $37.7 million to the defined benefit pension plans in 2014, consisting of $35.5 million of required contributions under the Employee Retirement Income Security Act (“ERISA”) and $2.2 million to non-qualified plans. There is no required contribution for the postretirement health and life benefit plans under ERISA and USEC does not expect to contribute in 2014. USEC receives federal subsidy payments for sponsoring prescription drug benefits that are at least actuarially equivalent to Medicare Part D.

Estimated future benefit plan payments and expected subsidies from Medicare follow (in millions):



	Defined Benefit Pension Plans		Postretirement Health and Life Benefit Plans		Expected Subsidies From Medicare
2014	$	85.8	$	16.3	$	0.2
2015	64.1		20.9		0.2
2016	73.0		24.1		0.2
2017	62.2		24.6		0.3
2018	61.4		23.9		0.3
2019 to 2023	291.5		98.2		2.0

Other Plans

USEC sponsors a 401(k) defined contribution plan for employees. Employee contributions are matched at established rates. Amounts contributed are invested in a range of investment options available to participants, and the funds are administered by an independent trustee. USEC’s matching cash contributions amounted to $6.3 million in 2013, $6.1 million in 2012 and $7.7 million in 2011.

Effective August 5, 2013, certain employees impacted by the pension freeze discussed above are eligible to receive an enhanced matching contribution formula under the USEC Savings Program (401(k) plan). USEC's maximum matching contribution for these individuals was increased from 4% to 7% of eligible earnings in August.

Under the Executive Deferred Compensation Plan, qualified employees contribute and USEC matches contributions in excess of amounts eligible under the 401(k) plan. USEC’s matching contributions amounted to less than $0.1 million in 2012 and $0.1 million in 2011. The Executive Deferred Compensation Plan was suspended effective January 1, 2013.