Current Report Filing (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): August 28, 2014

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.)

Two Democracy Center

6903 Rockledge Drive

Bethesda, MD 20817

(301) 564-3200

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:



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 7.01 Regulation FD Disclosure.

As previously reported, on March 5, 2014 (the "Petition Date"), USEC Inc. ("USEC" or the "Debtor") filed a voluntary petition for relief (the "Bankruptcy Filing") under Chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") case number 14-10475.

On August 28, 2014, the Debtor filed its monthly operating report for the month ended July 31, 2014 (the "Monthly Operating Report") with the Bankruptcy Court. The Monthly Operating Report is attached hereto as Exhibit 99.1. The Monthly Operating Report does not reflect the Debtor’s subsidiaries which were not part of the Bankruptcy Filing. This current report (including the exhibit hereto or any information included therein) shall not be deemed an admission as to the materiality of any information required to be disclosed solely by reason of Regulation FD.

In accordance with General Instruction B.2 of Form 8-K, the information in this current report, including the exhibit hereto, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Cautionary Statement Regarding Financial and Operating Data

The Monthly Operating Report is limited in scope, covers limited time periods and has been prepared solely for the purpose of complying with the Bankruptcy Court’s monthly reporting requirements, including the Debtor’s use of assets and cash position. The Monthly Operating Report was prepared in accordance with U.S. GAAP but certain information and notes normally included have been omitted, has not been audited or reviewed by independent accountants, is in a format prescribed by applicable bankruptcy laws and regulations and is subject to future adjustment and reconciliation.

The Company cautions investors and potential investors not to place undue reliance upon the information contained in the Monthly Operating Report, which was not prepared for the purpose of providing the basis for an investment decision relating to any of the securities of the Company. The Monthly Operating Report contains information that may not be indicative of the Company’s financial condition or operating results for the period that would be reflected in the Company’s financial statements or in its reports filed pursuant to the Securities Exchange Act, and are not comparable with those filings. There can be no assurance that, from the perspective of an investor or potential investor in the Company’s securities, that the Monthly Operating Report is complete. Results set forth in the Monthly Operating Report should not be viewed as indicative of future results.

Cautionary Statement Regarding Forward-Looking Statements

This current report on Form 8-K and the exhibits hereto contains “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934 - 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 the impact of and risks related to USEC’s “pre-arranged” case under Chapter 11 of the bankruptcy code including risks related to obtaining approval and confirmation of USEC’s plan of reorganization, the impact of any delay or inability in obtaining such confirmation, and the impact of our restructuring on the holders of our common stock, preferred stock and convertible notes. Readers are referred to the 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. Revenue and operating results can fluctuate significantly from quarter to quarter, and in some cases, year to year. We do not undertake to update our forward-looking statements except as required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit

Number Description


99.1	Monthly Operating Report for the month ended July 31, 2014 filed with the United States Bankruptcy Court for the District of Delaware.

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.


August 28, 2014	By:	/s/ John C. Barpoulis
		John C. Barpoulis
	Senior Vice President and Chief Financial Officer
	(Principal Financial Officer)

EXHIBIT INDEX

Exhibit


Number	Description


99.1	Monthly Operating Report for the month ended July 31, 2014 filed with the United States Bankruptcy Court for the District of Delaware.



			EXHIBIT 99.1
	UNITED STATES BANKRUPTCY COURT
	FOR THE DISTRICT OF DELAWARE

In re USEC Inc.
		Case No.	14-10475 (CSS)
		Reporting Period:		31-Jul-14

		Federal Tax I.D. #		52-2107911

	CORPORATE MONTHLY OPERATING REPORT

	File with the Court and submit a copy to the United States Trustee within 30 days after the end of
	the month and submit a copy of the report to any official committee appointed in the case.

	REQUIRED DOCUMENTS	Form No.	Document Attached	Explanation Attached
	Schedule of Cash Receipts and Disbursements	MOR-1a	x
	Bank Account Information	MOR-1b	x
	Copies of bank statements (See Notes to the MOR)			x
	Cash disbursements journals (See Notes to the MOR)			x
	Statement of Operations (Income Statement)	MOR-2	x
	Balance Sheet	MOR-3	x
	Status of Post-petition Taxes	MOR-4	x
	Copies of IRS Form 6123 or payment receipt (See Notes to the MOR)			x
	Copies of tax returns filed during reporting period (See Notes to the MOR)			x
	Summary of Unpaid Post-petition Debts	MOR-4	x
	Listing of Aged Accounts Payable (See Notes to the MOR)			x
	Accounts Receivable Reconciliation and Aging	MOR-5	x
	Payments to Professionals	MOR-6	x
	Post Petition Secured Notes Adequate Protection Payments	MOR-6	x
	Debtor Questionnaire	MOR-7	x

	I declare under penalty of perjury (28 U.S.C. Section 1746) that this report and the attached documents
	are true and correct to the best of my knowledge and belief.

	/s/ John R. Castellano		August 28, 2014
	Signature of Authorized Individual*		Date

	John R. Castellano
	Printed Name of Authorized Individual

	Chief Restructuring Officer
	Title

	*Authorized individual must be an officer, director or shareholder if debtor is a corporation; a partner if
	debtor is a partnership; a manager or member if debtor is a limited liability company.



			MOR NOTES

In re USEC Inc.
		Case No.	14-10475 (CSS)
		Reporting Period:	31-Jul-14

		Federal Tax I.D. #	52-2107911

Notes to the Monthly Operating Report

GENERAL:
The report includes activity from the following Debtor:

Debtor	Case Number
USEC Inc.	14-10475 (CSS)

Notes to MOR-1a:

Cash disbursements shown are based on a book basis which consider a disbursement made when a check is
issued, as opposed to when a check is presented for payment.

Amounts do not include interest on the DIP Loan, which is accrued to the outstanding DIP Loan balance.

Notes to MOR-1b:

All amounts listed represent the bank balances as of the end of the month.

Copies of the bank statements and cash disbursement journals were not included with the MOR but are available
upon request.

Notes to MOR-2/3:

The unaudited condensed financial statements as of and for the one month ended July 31, 2014 have been
prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). Certain
information and notes normally included in financial statements prepared in accordance with GAAP have been
omitted. The unaudited condensed financial statements reflect all adjustments which are, in the opinion of management,
necessary for a fair statement of the financial results for the interim period.

The Income Statement reflects revenue and expenses that directly correspond to the debtor legal entity, USEC Inc.,
and does not include non-debtor affiliates and subsidiaries.

The Balance Sheet reflect assets, liabilities, and stockholders equity that directly correspond to the debtor legal entity,
USEC Inc., and does not include non-debtor affiliates and subsidiaries.



		MOR NOTES

In re USEC Inc.
	Case No.	14-10475 (CSS)
	Reporting Period:	31-Jul-14

	Federal Tax I.D. #	52-2107911

Notes to the Monthly Operating Report

Notes to MOR-4:

USEC Inc. received an order which allows the payment of pre-petition taxes. The tax walkforward will reflect
both pre-petition and post-petition taxes.

USEC Inc. does not expect to be required to make any federal or state income tax payments.

USEC Inc. files tax returns and makes tax payments periodically. The tax returns and related payments will be made
available upon request.

USEC Inc. is current on all post petition payments other than disputes that arise in the ordinary course of business
and amounts expected to be but not yet authorized for payment by the Bankruptcy Court.

Due to the volume of activity the detailed listing of aged post petition payables is not included.

The post petition accounts payable reported represent open and outstanding trade vendor invoices that have been
entered into the Debtor's accounts payable system and does not include accruals for invoices not yet received or approved.

Notes to MOR-5:

Accounts receivable represents amounts due from Oak Ridge National Laboratory for the
American Centrifuge Demonstration and Operation (ACTDO) agreement, and ACP-related IP documentation
provided to DOE under fixed-price work authorizations.

Notes to MOR-6:

Interest expense on the Debtor-in-Possession (DIP) Facility and Secured Intercompany Loan are accrued
to the loan balance and do not result in a cash payment.

Notes to MOR-7:

USEC Inc. has received orders that allow payment of certain pre-petition liabilities such as employee benefits
and employee expense reimbursement.

The DIP Lender is the Debtor's non-debtor affiliate, United States Enrichment Corporation subsidiary.
Funding was provided under the DIP during the month (amount shown on Schedule MOR-1a).

Assets sold outside the normal course of business were approved by the court under the Order Approving
the Sale of Personal Property by Auction dated June 9, 2014 (docket number 309). USEC sold certain assets
by auction on July 23, 2014. Proceeds from this auction were received in August 2014.



			MOR-1a


In re USEC Inc.
		Case No.	14-10475 (CSS)
		Reporting Period:	31-Jul-14

		Federal Tax I.D. #	52-2107911

Schedule of Cash Receipts and Disbursements
(000's)
			TIME PERIOD:
			7/1/2014 - 7/31/2014


Debtor	Activity		Amounts
USEC Inc.	Beginning Total Cash (Bank Balance)		$7,373
		Less: Outstanding Checks & Bank Adjustments	(480	)
	Beginning Total Cash (Book Balance)		$6,893

	Receipts
		DOE RD&D Reimbursement	—
		ORNL ACTDO Receipts	6,742
		Other Receipts	285
		Total Operating Receipts	7,027

	Disbursements (book basis)
		Headquarters Payroll & Benefits	(3,955	)
		Headquarters Overhead	(1,657	)
		Headquarters Outside Services	(133	)
		ACP Payroll & Benefits	(3,802	)
		ACP Machine Technology & Operations	(1,483	)
		ACP Manufacturing, EPC and PETE	(5,819	)
		Total Operating Disbursements	(16,850	)

	Non-Operating Items:
		Professional Fees	(2,706	)
		Interest	—
		Other (Utility Deposit)	—
		Total Non-Operating Disbursements	(2,706	)

		Total Disbursements	(19,556	)

	Funding Activities:
		Cash funding provided by draws on DIP:	15,000
		Cash payments on DIP	(7,008	)
		Cash payments on Pre-Petition Secured Loan	—
		Total Funding Activities	7,992

	Total Change in Cash		(4,537	)

	Ending Cash (Book Balance)		2,356
		Plus: Bank Adjustment, Timing & Bank Interest	—
		Plus: Outstanding Checks	1,298
	Ending Cash (Bank Balance)		3,654



			MOR-1b


In re USEC Inc.
	Case No.		14-10475 (CSS)
	Reporting Period:		31-Jul-14

	Federal Tax I.D. #		52-2107911

Bank Account Information
(000's)

Legal Entity	Bank	Bank Account	Bank Balance
USEC Inc.	JP Morgan Chase	XX6272	$3,429
USEC Inc.	JP Morgan Chase	XX5349	$0
USEC Inc.	JP Morgan Chase	XX4574	$0
USEC Inc.	JP Morgan Chase	XX6241	$175
USEC Inc.	JP Morgan Chase	XX7309	$0
USEC Inc.	Merrill Lynch	XX3365	$0
USEC Inc.	JP Morgan Chase	XX2733	$50

Total USEC Bank Account Balances, per statements			$3,654



					MOR-2
In re USEC Inc.
			Case No.	14-10475 (CSS)
			Reporting Period:		31-Jul-14
			Federal Tax I.D. #		52-2107911

Statement of Operations (Income Statement)
(000's)
The Statement of Operations is to be prepared on an accrual basis. The accrual basis of accounting recognizes
revenue when it is realized and expenses when they are incurred, regardless of when cash is actually received or paid.

	USEC Inc.
	14-10475 (CSS)
Revenue
Separative Work Units	—
Uranium	—
U. S. Government Contracts and Other	6,742
Revenue	6,742

Cost of Sales
Separative Work Units
Production Costs	—
Purchase Costs	—
Change in Inventory	—
Non Production Pension Expense	—
	—
ARO Accretion Expense	—
Uranium	—
U. S. Government Contracts and Other	5,793
Cost of Sales	5,793

Gross Profit
Separative Work Units	—
Uranium	—
U. S. Government Contracts and Other	949
Gross Profit	949

Gross Margin %	—

Special Charges	—
Advanced Technology Costs	2,787
Selling, General and Administrative	3,488
Other (Income) Expense, Net	—
Intercompany Cost Recovery	83
Operating Income (Loss)	(5,409	)

Interest Expense	2,190
Preferred Stock Financing Costs	—
Interest (Income)	(4	)
Reorganization Costs	1,490
Income (Loss) from Continuing Ops before Taxes	(9,085	)
Provision (benefit) for Income Taxes	—
Net Income (Loss)	(9,085	)
Equity in earnings (Loss) of non-filing entities	(2,659	)
NET INCOME (LOSS) ATTRIBUTABLE TO USEC INC.	(11,744	)



				MOR-3
In re USEC Inc.
			Case No.	14-10475 (CSS)
			Reporting Period:	31-Jul-14

			Federal Tax I.D. #	52-2107911

Balance Sheet
(000's)
The Balance Sheet is to be completed on an accrual basis only. Pre-petition liabilities must be classified separately from post-petition obligations.

	USEC Inc.
	14-10475 (CSS)
ASSETS			LIABILITIES & STOCKHOLDERS' EQUITY

CURRENT ASSETS			CURRENT LIABILITIES
Cash and cash equivalents	3,900		Short-term debt (DIP)	20,900
Short-term investments	—		Accounts payable and accrued liabilities	20,300
Accounts receivable			Total Current Liabilities	41,200
Customers	—
ORNL/DOE	6,900		OTHER LIABILITIES
Total Receivables	6,900		Postretirement health and life benefit obligations	—
Inventories			Pension benefit liabilities	25,500
Separative work units	—		Deferred revenue and advances	—
Uranium	—		Other liabilities	24,500
Uranium provided by customers	—		Total Other Liabilities	50,000
Materials & Supplies	200
Total Inventories	200		LIABILITIES SUBJECT TO COMPROMISE	992,300

Deferred Costs Related to Deferred Revenue	—		TOTAL LIABILITIES	1,083,500
Receivable from non-filing entity	—
Other	11,400		STOCKHOLDERS' EQUITY
Total Current Assets	22,400		Common stock, par value $.10 per share	500
			Excess of capital over par value	149,500
PROPERTY, PLANT AND EQUIPMENT			Treasury stock	(34,400	)
Construction work in progress	—		Accumulated other comprehensive income (Loss)	(68,500	)
Leasehold improvements	1,700		Equity in Subsidiary	481,900
Machinery & equipment	8,400		Retained earnings	(1,076,900	)
	10,100		Total Stockholders' Equity	(547,900	)
Less: Accumulated depreciation & amortization	(8,600	)
Property, Plant and Equipment, Net	1,500		TOTAL LIABILITIES &
			STOCKHOLDERS' EQUITY	535,600
OTHER ASSETS
Investment in non-filing entity	482,300
Deposit for surety bonds	29,400
Total Other Assets	511,700

TOTAL ASSETS	535,600



													MOR-4

In re USEC Inc.
										Case No.			14-10475 (CSS)
								Reporting Period:					31-Jul-14

								Federal Tax I.D. #					52-2107911

Status of Post-petition Taxes
					(000's)

USEC Inc.					Beginning Tax Liability			Amount Withheld or Accrued		Amount Paid			Ending Tax Liability
Federal Taxes
Withholding					$	—		$	587	$	(1,149	)	$	(562	)
FICA-Employee					$	—		$	225	$	(305	)	$	(80	)
FICA-Employer					$	545		$	343	$	(291	)	$	597
Unemployment					$	6		$	—	$	—		$	6
Income					$	—		$	—	$	—		$	—
Other:					$	—		$	—	$	—		$	—
Total Federal					$	551		$	1,155	$	(1,745	)	$	(39	)

State & Local
Withholding					$	18		$	125	$	(252	)	$	(109	)
Unemployment					$	—		$	—	$	—		$	—
Sales					$	(1	)	$	28	$	(28	)	$	(1	)
Excise					$	—		$	—	$	—		$	—
Real Property					$	—		$	—	$	—		$	—
Personal Property					$	—		$	—	$	—		$	—
Other: Income					$	(19	)	$	—	$	—		$	(19	)
Other: Gross Receipts					$	22		$	—	$	—		$	22
Other: Franchise					$	18		$	15	$	—		$	33
Total State and Local					$	38		$	168	$	(280	)	$	(74	)


TOTAL Taxes					$	589		$	1,323	$	(2,025	)	$	(113	)




Summary of Unpaid Post-petition Debts (See Notes to the MOR)
					(000's)

	Days Past Due
	Current		1-30		31-60			61-90		>91			Total
USEC Inc.	$	2,097	$	48	$	1		$	—	$	23		$	2,169



				MOR-5


In re USEC Inc.
			Case No.	14-10475 (CSS)
		Reporting Period:		31-Jul-14

			Federal Tax I.D. #	52-2107911

Accounts Receivable Reconciliation and Aging (See Notes to the MOR)
(000's)

ACCOUNTS RECEIVABLE RECONCILIATION AND AGING
	Accounts Receivable Reconciliation			Amount
	Total Accounts Receivable (Net) at the beginning of the reporting period			$7,133
	+ Amounts billed during the period			6,742
	- Amounts collected during the period			(7,027	)
	Total Accounts Receivable (Net) at the end of the reporting period			$6,848

	Accounts Receivable Aging			Amount
	Current			$6,848
	0 - 30 days old			$0
	31 - 60 days old			$0
	61 - 90 days old			$0
	91+ days old			$0
	Total Accounts Receivable			$6,848
	Contractual Allowance / Uncollectible			$0
	Accounts Receivable (Net)			$6,848



							MOR-6

In re USEC Inc.
				Case No.		14-10475 (CSS)
				Reporting Period:		31-Jul-14

				Federal Tax I.D. #		52-2107911

Payments to Professionals


	Professionals
	Name	Amount Paid During Month		Total Paid to Date
	AKIN GUMP STRAUSS HAUER AND FELD LLP	$	—	$	458,988
	HOULIHAN LOKEY CAPITAL INC	150,329		601,132
	LOGAN AND CO INC	100,016		196,882
	BABCOCK & WILCOX (Reimbursement for EA Advisors & Baker Botts)	201,587		384,799
	TOSHIBA AMERICA NUCLEAR ENERGY CORP (Reimbursement for GLC & Morrison Foerster)	—		325,851
	US TRUSTEE	30,000		40,400
	AP SERVICES LLP	366,080		1,231,883
	LATHAM & WATKINS LLP	686,052		1,027,998
	RICHARDS LAYTON & FINGER	113,809		175,365
	YOUNG CONAWAY STARGATT AND TAYLOR LLP	211,996		351,813
	LAZARD FRERES AND CO LLC	160,763		361,526
	PRICEWATERHOUSECOOPERS LLP	253,081		253,081
	KPMG LLP	44,560		44,560
	MORRISON AND FOERSTER LLP	69,175		69,175
	MORRIS NICHOLS ARSHT AND TUNNELL LLP	13,824		13,824
	GLC ADVISORS AND CO LLC	304,971		304,971

	Total Payments to Professionals	$	2,706,243	$	5,842,248




	Post Petition Secured Notes Adequate Protection Payments


	Name of Creditor	Amount Paid During Month
	United States Enrichment Corporation - DIP¹	$	144,421
	United States Enrichment Corporation - Secured Intercompany¹	495,794

	Total Payments	$	640,216
	(1) Interest on the DIP and Secured Intercompany Loan is charged to the loan and is not a cash payment



			MOR-7

In re USEC Inc.
		Case No.	14-10475 (CSS)
		Reporting Period:	31-Jul-14

		Federal Tax I.D. #	52-2107911

Debtor Questionnaire

	Must be completed each month. If the answer to any of the questions is “Yes”, provide a detailed explanation of each item. Attach additional sheets if necessary.	Yes	No
1	Have any assets been sold or transferred outside the normal course of business this reporting period?	X
2	Have any funds been disbursed from any account other than a debtor in possession account this reporting period?		X
3	Is the Debtor delinquent in the timely filing of any post-petition tax returns?		X
4	Are workers compensation, general liability or other necessary insurance coverages expired or cancelled, or has the debtor received notice of expiration or cancellation of such policies?		X
5	Is the Debtor delinquent in paying any insurance premium payment?		X
6	Have any payments been made on pre-petition liabilities this reporting period?	X
7	Are any post petition receivables (accounts, notes or loans) due from related parties?		X
8	Are any post petition payroll taxes past due?		X
9	Are any post petition State or Federal income taxes past due?		X
10	Are any post petition real estate taxes past due?		X
11	Are any other post petition taxes past due?		X
12	Have any pre-petition taxes been paid during this reporting period?		X
13	Are any amounts owed to post petition creditors delinquent?		X
14	Are any wage payments past due?		X
15	Have any post petition loans been been received by the Debtor from any party?	X
16	Is the Debtor delinquent in paying any U.S. Trustee fees?		X
17	Is the Debtor delinquent with any court ordered payments to attorneys or other professionals?		X
18	Have the owners or shareholders received any compensation outside of the normal course of business?		X

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