EMERGENCE FROM VOLUNTARY REORGANIZATION UNDER CHAPTER 11 PROCEEDINGS

Pursuant to the Plan of Reorganization, on the Effective Date, all shares of the Old Common Stock, all shares of the Old Preferred Stock, and all of USEC Inc.’s 3% convertible senior notes due October 2014 (the “Old Notes”) that were issued and outstanding immediately prior to the Effective Date were cancelled.

On the Effective Date and pursuant to the Plan of Reorganization, the Company issued 8% Paid-In-Kind (“PIK”) toggle notes due (the “PIK Toggle Notes”). The PIK Toggle Notes will mature in 2019; provided that, the maturity shall be extended to 2024 upon the occurrence of certain conditions set forth in the Indenture. The PIK Toggle Notes have an initial aggregate principal amount of $240.4 million; provided that, the aggregate principal amount of the PIK Toggle Notes may be increased after the date of issuance as a result of any payment of interest on the PIK Toggle Notes in the form of PIK interest. The PIK Toggle Notes are guaranteed and secured on a subordinated and limited basis by Enrichment Corp. Additional details are provided in Note 13, Debt.

On the Effective Date, and pursuant to the Plan of Reorganization, the Company’s Certificate of Incorporation was amended and restated to authorize 120,000,000 shares of stock in the reorganized Company, consisting of 20,000,000 shares of New Preferred Stock, 70,000,000 shares of Class A Common Stock and 30,000,000 shares of Class B Common Stock. On the Effective Date and pursuant to the Plan of Reorganization, the Company issued 9,000,000 shares of Common Stock. Additional details are provided in Note 19, Stockholders’ Equity. The issuance of the Class A Common Stock and Class B Common Stock under the Plan of Reorganization was not registered with the SEC. The Class A Common Stock and Class B Common Stock were issued in reliance on exemptions under the Securities Act of 1933, as amended (the “Securities Act”) provided by Section 1145 of the Bankruptcy Code.

No cash was raised from the issuance of the PIK Toggle Notes or Common Stock.

The material terms of the Plan of Reorganization included, among other things, that upon the Effective Date:


•	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).

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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.

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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.

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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.