8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

_________________

Date of Report (Date of earliest event reported):  September 30, 2011

USEC Inc.

(Exact name of registrant as specified in its charter)

Delaware	1-14287	52-2107911
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2 Democracy Center

6903 Rockledge Drive

Bethesda, MD 20817

 (Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code:  (301)564-3200

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

As of September 30, 2011, USEC Inc. (“USEC” or the “Company”), Toshiba America Nuclear Energy Corporation (“TANE”), a subsidiary of Toshiba Corporation (“Toshiba”), and Babcock & Wilcox Investment Company (“B&W”) entered into an amendment (the “Second Amendment”) to the standstill agreement (the “Standstill Agreement”) dated as of June 30, 2011, pursuant to which each of the parties agreed not to exercise its right to terminate the Securities Purchase Agreement dated as of May 25, 2010 by and among USEC, Toshiba and B&W (the “Securities Purchase Agreement”) under Section 10.2(a) thereof (described below) for a limited period of time.  That time period was extended by the First Amendment to the Standstill Agreement dated as of August 15, 2011 to September 30, 2011.  The Second Amendment further extends the expiration of the Standstill Agreement from September 30, 2011 to October 31, 2011.

Pursuant to the Securities Purchase Agreement, Toshiba and B&W agreed to make a $200 million investment in USEC over three phases upon the satisfaction at each phase of certain closing conditions. On September 2, 2010, the first closing of $75 million occurred. The second closing of the strategic investment by Toshiba and B&W of $50 million is conditioned on the Company having entered into a conditional commitment in an amount of not less than $2 billion for the American Centrifuge project with the U.S. Department of Energy (“DOE”). The Securities Purchase Agreement provided in Section 10.2(a) thereof that if the second closing did not occur by June 30, 2011, the Securities Purchase Agreement may be terminated by USEC or each of B&W or Toshiba (as to their obligations).

The Standstill Agreement, as amended, provides a limited additional period of time for USEC to finalize and enter into the conditional commitment with DOE and achieve the second closing.  

The foregoing summary of the Second Amendment is qualified in its entirety by reference to the full text of the Second Amendment filed as Exhibit 10.1 to this Current Report on Form 8-K.  A copy of the Standstill Agreement is filed as Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on June 30, 2011.  A copy of the First Amendment to the Standstill Agreement is filed as Exhibit 10.1 to the Current Report on Form 8-K filed by the Company on August 15, 2011.

USEC, B&W and Toshiba are parties to the Securities Purchase Agreement, an investor rights agreement and a strategic relationship agreement and other agreements or arrangements described in the Company’s Current Reports on Form 8-K filed with the Securities and Exchange Commission on May 25, 2010 and September 2, 2010.  B&W and Toshiba are preferred stockholders of the Company.  In addition, as described in the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2011, DOE awarded a contract for the decontamination and decommissioning (D&D) of the Portsmouth gaseous diffusion plant to a joint venture between The Babcock & Wilcox Company and Fluor Corp.  USECis transitioningservices at the Portsmouth site to the new D&D contractor.

Item 8.01 Other Events.

On September 30, 2011, the Company announced that it will be continuing its investment in the American Centrifuge Plant for the month of October, but at a reduced spending rate, as the Company continues working with DOE to achieve a conditional commitment for a DOE loan guarantee for the American Centrifuge project by November 1, 2011.  Although USEC is continuing the process of pursuing a $2 billion loan guarantee through the DOE’s Loan Guarantee Program, in order to preserve the value of its core business and adequate liquidity for ongoing operations, it will be reducing its spending on the American Centrifuge project during October 2011 by approximately 30% (as compared to the average monthly rate of spending in the prior months of 2011).  The Company is continuing core deployment activities, including operation of the lead cascade of AC100 centrifuge machines.  USEC’s spending on the American Centrifuge project has been incrementally allocated during 2011 as the Company continues to evaluate its spending plan and path toward a loan guarantee conditional commitment.

As described in the Company’s quarterly report on Form 10-Q for the quarter ended June 30, 2011, DOE has informed us that it believes that USEC needs to further improve its financial and project execution depth to achieve a manageable credit subsidy cost estimate and to proceed with the DOE loan guarantee. USEC has been working with DOE and DOE’s advisors on reviewing structuring options to address DOE’s remaining concerns in order to move forward on the American Centrifuge project and to obtain a conditional commitment and DOE loan guarantee. In order to address DOE’s concerns about project execution depth, USEC has developed a project management plan that involves greater participation by B&W and Toshiba.  This includes adding B&W and Toshiba personnel in key positions at the project.  USEC is continuing to work to address DOE’s concerns regarding the financial depth of the project.  USEC is also working with its financial and other advisors to review structuring options and strategic alternatives. However, USEC has no assurance that USEC’s project management plan will be acceptable to DOE or that a structuring option to address DOE’s remaining concerns or a strategic alternative transaction will be achieved or the timing thereof.  USEC also has no assurance that any terms USEC negotiates with the DOE Loan Guarantee Program Office will be approved or that the credit subsidy cost will be reasonable, or that USEC will be otherwise able to achieve a conditional commitment in the timeframe needed.  USEC anticipates that if a conditional commitment is not obtained by November 1, 2011, USEC will begin demobilization of the project.

To continue spending on the American Centrifuge project and maintain our current investment in the American Centrifuge project, USEC needs to obtain a conditional commitment for the loan guarantee from DOE and close on the $50 million second phase of the strategic investment by Toshiba and B&W by November 1, 2011.  If, prior to November 1, 2011, USEC determines that it does not see a clear path forward to the receipt of a conditional commitment or if the Company sees further delay or increased uncertainty with respect to our prospects for obtaining a loan guarantee, or for other reasons, including as needed to preserve our liquidity, we might be required to take additional actions.

The decision to continue spending on the American Centrifuge project in October 2011 absent additional capital will have an impact on the Company’s liquidity and working capital.  As of September 29, 2011 USEC had cash on hand of approximately $81 million. In the past, we have taken actions to enhance our liquidity and manage our working capital, including working with customers regarding the timing of their orders, including advancement of such orders.  We expect to continue these efforts and in light of our decision to continue investment in the American Centrifuge project in October 2011, we may need to identify additional measures to enhance our liquidity and manage our working capital, which may include additional sales of uranium inventories, targeted asset sales, and other measures.  We have no assurance that we will be successful in enhancing our liquidity and options that we may pursue may have adverse consequences for the long term value of our ongoing operations.

On September 30, 2011, the Company also announced that it will be providing notice to all of the approximately 450 American Centrifuge workers informing them of potential future layoffs.  A subsequent decision to demobilize the project would involve the termination of substantially all of these employees and related severance and other one time termination payments.  Additional jobs with the Company’s suppliers for the American Centrifuge project could also be affected.  In connection with the decision to curtail spending, the Company will be immediately suspending a number of contracts with suppliers and contractors involved in the American Centrifuge project and advising them that USEC may demobilize the project in November.  If the project is demobilized, USEC would also incur contract termination and other associated costs.  In addition, USEC has capitalized significant amounts related to the American Centrifuge project and potential demobilization of the American Centrifuge project could cause USEC to be required to charge to expense amounts previously capitalized related to the American Centrifuge project.  Capital expenditures related to the American Centrifuge project totaled approximately $1.3 billion as of September 30, 2011.

A copy of the press release announcing the reduction in spending is attached to this Form 8-K as Exhibit 99.1.

This current report on Form 8-K contains “forward-looking statements” — that is, statements related to future events. In this context, forward-looking statements may address our expected future business and financial performance, and often contain words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “will” and other words of similar meaning. Forward-looking statements by their nature address matters that are, to different degrees, uncertain. For USEC, particular risks and uncertainties that could cause our actual future results to differ materially from those expressed in our forward-looking statements include, but are not limited to: risks related to the deployment of the American Centrifuge technology, including risks related to performance, cost, schedule and financing; our success in obtaining a loan guarantee from DOE for the American Centrifuge Plant, including our ability to address the concerns raised by DOE with respect to the financial and project execution depth of the project and the timing of any loan guarantee; our ability to develop and consummate a structuring option acceptable to DOE or to develop and consummate a strategic alternative transaction, and the timing thereof; our ability to reach agreement with DOE on acceptable terms of a conditional commitment, including the timing of any decision and the determination of credit subsidy cost, and our ability to meet all required conditions to funding; our ability to obtain additional financing beyond the $2 billion of DOE loan guarantee funding for which we have applied, including our success in obtaining Japanese export credit agency financing of $1 billion; the impact of actions we have taken or may take to reduce spending on the American Centrifuge project, including the potential loss of key suppliers and employees, and potential impacts to cost and schedule; uncertainty regarding our ability to remobilize the project and the increased potential for demobilization or termination of the project, particularly in light of limitations on our ability to continue to invest in the project; our ability to meet the November 2011 financing milestone and other milestones under the June 2002 DOE-USEC Agreement; risks related to the completion of the remaining two phases of the three-phased strategic investment by Toshiba and B&W, including our ability to satisfy the significant closing conditions in the securities purchase agreement governing the transactions and the right of Toshiba and B&W to terminate the securities purchase agreement if the phase two closing does not occur prior to the expiration of the standstill agreement on October 31, 2011, and the impact of a failure to consummate the transactions on our business and prospects; restrictions in our credit facility that may impact our operating and financial flexibility and spending on the American Centrifuge project; our ability to actively manage and enhance our liquidity and working capital and the potential adverse consequences of any actions taken on the long term value of our ongoing operations; uncertainty regarding the cost of electric power used at our gaseous diffusion plant; the economics of extended Paducah plant operations, including our ability to negotiate an acceptable power arrangement, our ability to obtain a contract to enrich DOE’s depleted uranium and sufficient market demand for the remaining output; our dependence on deliveries of LEU from Russia under a commercial agreement (the “Russian Contract”) with a Russian government entity known as Techsnabexport (“TENEX”) and on a single production facility; risks related to the implementing agreements needed for our new supply contract with TENEX to become effective; limitations on our ability to import the Russian LEU we buy under the new supply contract into the United States and other countries; movement and timing of customer orders; changes to, or termination of, our contracts with the U.S. government; changes in U.S. government priorities and the availability of government funding, including loan guarantees; the competitive environment for our products and services; the impact of the recent natural disaster in Japan on the nuclear industry and on our business, results of operations and prospects; uncertainty regarding the continued capitalization of certain assets related to the American Centrifuge Plant and the impact on our results of operations;  and other risks and uncertainties discussed in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K and quarterly reports on Form 10-Q, which are available on our website www.usec.com. We do not undertake to update our forward-looking statements to reflect events or circumstances that may arise after the date of such statementsexcept as required by law.

Item 9.01 Financial Statements and Exhibits.

(d)       Exhibits

Exhibit

Number                      Description

10.1 Second Amendment to Standstill Agreement dated as of September 30, 2011 by and among Toshiba America Nuclear Energy Corporation, Babcock & Wilcox Investment Company and USEC Inc.

99.1 Press Release, dated September 30, 2011, issued by USEC Inc.

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: September 30, 2011	By:	/s/ John C. Barpoulis
		John C. Barpoulis
	Senior Vice President and Chief Financial Officer
	(Principal Financial Officer)

EXHIBIT INDEX

Exhibit

Number                       Description

10.1 Second Amendment to Standstill Agreement dated as of September 30, 2011 by and among Toshiba America Nuclear Energy Corporation, Babcock & Wilcox Investment Company and USEC Inc.

99.1 Press Release, dated September 30, 2011, issued by USEC Inc.

EX-10.1

EXHIBIT 10.1

SECOND AMENDMENT TO STANDSTILL AGREEMENT

This SECOND AMENDMENT TO STANDSTILL AGREEMENT (“Second Amendment”), dated as of September 30, 2011, is entered into by and among Toshiba America Nuclear Energy Corporation (“TANE”), Babcock & Wilcox Investment Company (“B&W”) (each an “Investor” and together, the “Investors”) and USEC Inc. (“USEC”) (each a “Party” and collectively hereinafter referred to as the Parties”).

 WHEREAS, on or about May 25, 2010, Toshiba Corporation (“Toshiba”), B&W and USEC entered into that certain Securities Purchase Agreement (the “Agreement”);

 WHEREAS, on or about August 10, 2010, Toshiba assigned all of its rights in the Agreement to TANE;

 WHEREAS, pursuant to Section 5.2(e) of the Agreement, the obligations of each Investor to consummate the transactions contemplated by the Agreement at the Second Closing are subject to the fulfillment or waiver by such Investor on or before the Second Closing of the condition that USEC shall have entered into the Conditional Commitment with DOE; and

WHEREAS, pursuant to Section 10.2(a) of the Agreement, if the Second Closing fails to occur on or before June 30, 2011, each Investor (as to such Investor’s obligations under the Agreement) or USEC may terminate the Agreement; and

 WHEREAS, the Second Closing did not occur on or before June 30, 2011;

 WHEREAS, the Parties entered into the Standstill Agreement dated as of June 30, 2011 (the “Standstill Agreement”) whereby each Party agreed not to exercise its right to terminate the Agreement under Section 10.2(a) thereof prior to August 15, 2011;

WHEREAS, the Parties entered into the First Amendment to Standstill Agreement dated as of August 15, 2011, whereby each Party agreed, among other things, not to exercise its right to terminate the Agreement under Section 10.2(a) thereof prior to September 30, 2011; and

 WHEREAS, the Parties desire to further amend the Standstill Agreement as provided herein.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants contained herein, the Parties hereby agree as follows:

1.           Paragraph 2 of the Standstill Agreement as amended is hereby further amended by deleting “September 30” and inserting in lieu thereof “October 31” such that Paragraph 2 shall read, in its entirety as follows:

 Each Party hereby agrees not to exercise its right to terminate the Agreement under Section 10.2(a) prior to October 31, 2011.

 2.           USEC acknowledges and confirms that (a) each Investor has fulfilled all of its obligations under Section 7.2(a) of the Agreement through the date hereof, and (b) the failure of the Second Closing to occur on or prior to the date hereof has not been caused by or been the result of either Investor’s failure to fulfill any obligation under the Agreement.

 3.           Except as expressly amended by Section 1 hereof, the Standstill Agreement, as previously amended, shall remain unchanged and, as amended by such Section 1, the Standstill Agreement shall remain in full force and effect.

 4.           Capitalized terms used herein but not otherwise defined herein shall have the meanings ascribed thereto in the Standstill Agreement.

[Remainder of page intentionally left blank.]

IN WITNESS WHEREOF, the Parties have executed this Second Amendment through their duly authorized representatives as of the date first written above.

TOSHIBA AMERICA NUCLEAR ENERGY CORPORATION	BABCOCK & WILCOX INVESTMENT COMPANY
By: /s/ Akio Shioiri	By: /s/ Mary Pat Salomone
Name:  Akio Shioiri	Name:  Mary Pat Salomone
Title:    President & CEO	Title:    Senior VP & COO
USEC INC.
By:  /s/ John C. Barpoulis
Name: John C. Barpoulis
Title:   Senior Vice President
and Chief Financial Officer

EX-99.1

EXHIBIT 99.1

FOR IMMEDIATE RELEASE:

September 30, 2011

USEC Extends Investment in American Centrifuge Plant

through October at Reduced Spending Rate

·   Work continues to achieve loan guarantee conditional commitment

·   Planning underway for possible demobilization as of November 1

·   Strategic investors extend standstill agreement

BETHESDA, Md. – The USEC Inc. (NYSE:USU) board of directors has voted to continue the company’s investment in the American Centrifuge Plant for the month of October, but at a reduced spending rate as the company continues working with the Department of Energy (DOE) to achieve a conditional loan guarantee commitment for the project by November 1. The company is directing suppliers to suspend certain work and notifying workers of possible future layoffs.

“We have made significant progress on the project and believe the American Centrifuge is ready for commercial deployment,” said John Welch, president and CEO. “While challenges remain, we are working toward a conditional commitment that will meet DOE’s requirements and enhance shareholder value while protecting the U.S. taxpayer.”

“Working with our strategic investors, we expect October to be a month of intense interaction with the DOE so we can continue to deploy this innovative American technology – one that is critical to the nuclear fuel cycle and to our energy and national security,” Welch added.  “Absent a conditional commitment by the end of October, layoffs of employees and further actions with suppliers are likely to occur.”

USEC’s two strategic investors, Toshiba Corporation and The Babcock & Wilcox Company (B&W), remain supportive. USEC entered into an amendment to extend its standstill agreement with both companies through October 31, providing additional time to achieve a conditional commitment and close the $50 million second phase of their $200 million investment in USEC.

During the past two months USEC and its strategic investors have developed a plan to strengthen project execution. The process of providing additional financial depth to the project continues. USEC remains actively engaged in an evaluation of its strategic alternatives as well as various project structures in order to strengthen the project, protect shareholder value, and address DOE’s concerns.

ACP Progress

In the past two years, USEC has achieved significant progress in the operation and performance of the American Centrifuge technology, including the following:

·   Operated production-ready centrifuges in a commercial plant configuration;

·   Accumulated total operating run time of more than 800,000 machine hours;

·   Validated uranium enrichment production in excess of our target production level of 350 SWU per machine per year;

·   Launched American Centrifuge Manufacturing, a joint company with B&W to manufacture centrifuge machines;

·   Demonstrated capability to manufacture machine components at a sufficient rate to support commercial plant deployment;

·   Revised its project plan to directly involve B&W and Toshiba expertise in managing 90 percent of the “go-forward” project costs, and

·   Worked to incorporate lessons learned and modifications derived from the operating experience of the lead cascade test program.

The Next Month

To prudently manage the company’s resources pending a conditional loan guarantee commitment, USEC will reduce spending on the project during October by approximately 30 percent. The company is continuing core deployment activities, including operation of the lead cascade of AC100 centrifuge machines.

Worker Adjustment and Retraining Notification (WARN) Act notices will be mailed to all of the approximately 450 USEC American Centrifuge workers in Ohio, Tennessee and Maryland informing them of potential future layoffs.  USEC is immediately suspending a number of contracts with suppliers and contractors and advising them that USEC may demobilize the project in November. As a result of these actions, approximately 800 current direct jobs associated with the American Centrifuge project could be affected. The American Centrifuge program currently supports approximately 2,000 jobs involving USEC and contractor employees as well as indirect jobs in the affected communities.

 “We regret the disruption to our employees and suppliers and will continue working with DOE to reach a satisfactory conclusion in October that will allow us to avoid layoffs and further disruptions to workers and suppliers,” said Welch.

If an agreement on a conditional commitment is reached before November 1, layoffs could be avoided and suspended supplier work could be resumed based on available funds. The American Centrifuge project would create approximately 8,000 jobs, with nearly half in Ohio.

Solid Core Business

With a 50-year tradition of reliability, our production facilities have made all customer shipments on time and within specification. USEC remains committed to meeting its customer’s enrichment needs in the future. The company has a substantial backlog of contracts for delivery of enriched uranium to fuel nuclear power plants around the world. The company has sufficient supply sources to meet all of its customer obligations.

The company is evaluating the best path forward to realize long term shareholder value, including in the event the ACP project is demobilized. USEC’s current enrichment operations are expected to generate positive cash flow in 2011. The company is pursuing extension of the economic operations of the enrichment plant in Paducah, Ky. USEC is the government’s exclusive executive agent for the premier nonproliferation program known as Megatons to Megawatts®. Earlier this year, USEC and the Russian executive agent, TENEX, signed a commercial sales contract to continue USEC’s purchases of Russian enriched uranium through 2022. In addition, USEC provides a variety of contract services related to nuclear power, including used fuel storage solutions, through its subsidiary, NAC International.

Investor Conference Call

USEC will host a conference call with shareholders and the financial community over the Internet at 9:00 a.m. ET today, September 30, to discuss the matters covered in this press release. The call will be available to listeners who may log in through the company’s website, www.usec.com. A link to the call will be located in the Investor Relations section and a webcast replay will be available through October 17, 2011.

The company also issued a separate news release today on the board of directors’ decision to adopt a tax benefit preservation plan intended to preserve the value of certain deferred tax benefits. The company already has valuable tax assets and the adoption of the plan is not being done in response to any decision with respect to the American Centrifuge project. The company currently intends to submit the plan to a shareholder vote at the company’s next annual meeting. The executives will address this plan during the conference call.

For additional information on the matters discussed in this press release and the adoption of the tax benefit preservation plan, please see the Current Reports on Form 8-K filed today with the SEC and posted to the investor relations page of the company website.

USEC Inc., a global energy company, is a leading supplier of enriched uranium fuel and nuclear industry related services for commercial nuclear power plants.

###

Forward-Looking Statements

This news release contains “forward-looking statements” — that is, statements related to future events. In this context, forward-looking statements may address our expected future business and financial performance, and often contain words such as “expects”, “anticipates”, “intends”, “plans”, “believes”, “will” and other words of similar meaning. Forward-looking statements by their nature address matters that are, to different degrees, uncertain. For USEC, particular risks and uncertainties that could cause our actual future results to differ materially from those expressed in our forward-looking statements include, but are not limited to: risks related to the deployment of the American Centrifuge technology, including risks related to performance, cost, schedule and financing; our success in obtaining a loan guarantee from DOE for the American Centrifuge Plant, including our ability to address the concerns raised by DOE with respect to the financial and project execution depth of the project and the timing of any loan guarantee; our ability to develop and consummate a structuring option acceptable to DOE or to develop and consummate a strategic alternative transaction, and the timing thereof; our ability to reach agreement with DOE on acceptable terms of a conditional commitment, including the timing of any decision and the determination of credit subsidy cost, and our ability to meet all required conditions to funding; our ability to obtain additional financing beyond the $2 billion of DOE loan guarantee funding for which we have applied, including our success in obtaining Japanese export credit agency financing of $1 billion; the impact of actions we have taken or may take to reduce spending on the American Centrifuge project, including the potential loss of key suppliers and employees, and potential impacts to cost and schedule; uncertainty regarding our ability to remobilize the project and the increased potential for demobilization or termination of the project, particularly in light of limitations on our ability to continue to invest in the project; our ability to meet the November 2011 financing milestone and other milestones under the June 2002 DOE-USEC Agreement; risks related to the completion of the remaining two phases of the three-phased strategic investment by Toshiba Corporation (“Toshiba”) and Babcock & Wilcox Investment Company (“B&W”), including our ability to satisfy the significant closing conditions in the securities purchase agreement governing the transactions and the right of Toshiba and B&W to terminate the securities purchase agreement if the phase two closing does not occur prior to the expiration of the standstill agreement on  October 31, 2011, and the impact of a failure to consummate the transactions on our business and prospects; restrictions in our credit facility that may impact our operating and financial flexibility and spending on the American Centrifuge project; our ability to actively manage and enhance our liquidity and working capital and the potential adverse consequences of any actions taken on the long term value of our ongoing operations; uncertainty regarding the cost of electric power used at our gaseous diffusion plant; the economics of extended Paducah plant operations, including our ability to negotiate an acceptable power arrangement, our ability to obtain a contract to enrich DOE’s depleted uranium and sufficient market demand for the remaining output; our dependence on deliveries of LEU from Russia under a commercial agreement (the “Russian Contract”) with a Russian government entity known as Techsnabexport (“TENEX”) and on a single production facility; risks related to the implementing agreements needed for our new supply contract with TENEX to become effective; limitations on our ability to import the Russian LEU we buy under the new supply contract into the United States and other countries; movement and timing of customer orders; changes to, or termination of, our contracts with the U.S. government; changes in U.S. government priorities and the availability of government funding, including loan guarantees; the competitive environment for our products and services; the impact of the recent natural disaster in Japan on the nuclear industry and on our business, results of operations and prospects; uncertainty regarding the continued capitalization of certain assets related to the American Centrifuge Plant and the impact on our results of operations;  and other risks and uncertainties discussed in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K and quarterly reports on Form 10-Q, which are available on our website www.usec.com. We do not undertake to update our forward-looking statements to reflect events or circumstances that may arise after the date of such statementsexcept as required by law.

Contact:

Media: Paul Jacobson (301) 564-3399

Investors: Steven Wingfield (301) 564-3354