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8-K_20140430

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): April 30, 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 the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”) case number 14-10475.

On April 30, 2014, the Debtor filed its monthly operating report for the month ended March 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 a “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 March 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.


April 30, 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 March 31, 2014 filed with the United States Bankruptcy Court for the District of Delaware.

EX99-1_20140430



			EXHIBIT 99.1
	UNITED STATES BANKRUPTCY COURT
	FOR THE DISTRICT OF DELAWARE

In re USEC Inc.
		Case No.	14-10475 (CSS)
		Reporting Period:		31-Mar-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	MOR-1a	x
	Schedule of Disbursements	MOR-1b	x
	Bank Account Information	MOR-1c	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		April 30, 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-Mar-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-1b:

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-1c:

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.

Cash balances include $9.1 million of Prepetition Collateral that constitutes Cash Collateral from the proceeds of ACP
Cost Reimbursements. This Prepetition Collateral was held by the Debtor until entry of a Final DIP Order, at such time
when this Prepetition Collateral would be transferred to the DIP Lender as a reduction of Prepetition Secured
Debt (capitalized terms shall have the meaning ascribed to them in the motion of Debtor for Entry of Interim and Final
Orders authorizing the Debtor to (a) obtain Postpetition Secured Financing and (b) apply Cash Collateral to the
Prepetition Secured Claim of the DIP Lender - Docket #4 filed March 5, 2014).

Notes to MOR-2/3:

The unaudited condensed financial statements as of and for the one month ended March 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.

Amounts shown in the income statement reflect the full month of March, which includes pre-petition activity.

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.



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, and the beginning balance for this MOR will reflect accrued taxes as
of March 1, 2014.

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.

The $323,000 credit shown in State & Local: Other Income was received by the Debtor and represents a cash
payment received as a check, and was not credited to the Debtor's cash account until April 4, 2014. As a
result, no cash receipt was included on MOR 1a or MOR 1c until the deposit is actually credited to the
Debtor's account.

Notes to MOR-5:

Accounts receivable represents amounts due from the Department of Energy (DOE) related to the
Research, Development and Demonstration (RD&D) program for the American Centrifuge Program (ACP).


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 pre-petition taxes and 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.
The Debtor allocates corporate overhead charges incurred to its non-debtor affiliate, United States Enrichment
Corporation. As such, the Debtor is allowed to apply the monthly allocation against the outstanding DIP borrowings.
As of March 31, 2014, the Debtor has approximately $2.5 million of allocated corporate overhead outstanding
that will be applied against future DIP borrowings.



		MOR-1a


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

	Federal Tax I.D. #	52-2107911

Schedule of Cash Receipts
(000's)
		TIME PERIOD:
		3/5/2014 - 3/31/2014


Debtor	Case Number	Cash Receipts
USEC Inc.	14-10475 (CSS)	$9,080

Total Cash Receipts		$9,080



		MOR-1b


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

	Federal Tax I.D. #	52-2107911

Schedule of Disbursements
(000's)
		TIME PERIOD:
		3/5/2014 - 3/31/2014
		(see Notes to the MOR related to MOR-1b)
Debtor	Case Number	Disbursements
USEC Inc.	14-10475 (CSS)	$3,904

Total Disbursements		$3,904



			MOR-1c


In re USEC Inc.
	Case No.		14-10475 (CSS)
	Reporting Period:		31-Mar-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	$3,385
USEC Inc.	JP Morgan Chase	XX5349	$0
USEC Inc.	JP Morgan Chase	XX4574	$10,075
USEC Inc.	JP Morgan Chase	XX6241	$175
USEC Inc.	JP Morgan Chase	XX7309	$0
USEC Inc.	JP Morgan Chase	XX2733	$0
USEC Inc.	Merrill Lynch	XX3365	$0
USEC Inc.	JP Morgan Chase	XX2733	$0

Total USEC Bank Account Balances, per statements			$13,635



					MOR-2
In re USEC Inc.
			Case No.	14-10475 (CSS)
			Reporting Period:		31-Mar-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.

Note: Income Statement shown is for the full month of March, which includes pre-petition activities.

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

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	—
Cost of Sales	—

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

Gross Margin %	—

Special Charges	—
Advanced Technology Costs	11,676
Selling, General and Administrative	2,978
Other (Income) Expense, Net	(9,078	)
Intercompany Cost Recovery	(7,269	)
Operating Income (Loss)	1,693

Interest Expense	(145	)
Interest (Income)	(5	)
Reorganization Costs	4,114
Income (Loss) from Continuing Ops before Taxes	(2,271	)
Provision (benefit) for Income Taxes	(1,038	)
Net Income (Loss)	(1,333	)
Equity in earnings (Loss) of non-filing entities	(17,544	)

NET INCOME (LOSS) ATTRIBUTABLE TO USEC INC.	(18,777	)



				MOR-3
In re USEC Inc.
			Case No.	14-10475 (CSS)
			Reporting Period:	31-Mar-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	13,900		Short-term debt (DIP)	—
Short-term investments			Accounts payable and accrued liabilities	18,000
Accounts receivable			Total Current Liabilities	18,000
Customers	—
DOE	17,400		OTHER LIABILITIES
Inventories			Postretirement health and life benefit obligations	—
Separative work units	—		Pension benefit liabilities	26,200
Uranium	—		Deferred revenue and advances	—
Uranium provided by customers	—		Other liabilities	24,600
Materials & Supplies	200		Total Other Liabilities	50,800
Total Inventories	200
			LIABILITIES SUBJECT TO COMPROMISE	1,000,800
Restricted assets held on behalf of DOE	—
			TOTAL LIABILITIES	1,069,600
Deferred Costs Related to Deferred Revenue	—
Receivable from non-filing entity	2,500		STOCKHOLDERS' EQUITY
Other	11,300		Common stock, par value $.10 per share	500
Total Current Assets	45,300		Excess of capital over par value	149,300
			Treasury stock	(34,300	)
PROPERTY, PLANT AND EQUIPMENT			Accumulated other comprehensive income (Loss)	(68,900	)
Construction work in progress	—		Equity in Subsidiary	484,800
Leasehold improvements	1,700		Retained earnings	(1,039,900	)
Machinery & equipment	8,400		Total Stockholders' Equity	(508,500	)
	10,100
Less: Accumulated depreciation & amortization	(8,500	)	TOTAL LIABILITIES &
Property, Plant and Equipment, Net	1,600		STOCKHOLDERS' EQUITY	561,100

OTHER ASSETS
Investment in non-filing entity	484,800
Deposit for surety bonds	29,400
Pension asset	—
Intangible pension asset	—
Intangible Assets	—
Uranium inventories	—
US HEU and other	—
Total Other Assets	514,200

INTERCOMPANY	—
TOTAL ASSETS	561,100



													MOR-4

In re USEC Inc.
										Case No.			14-10475 (CSS)
								Reporting Period:					31-Mar-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					$	(349	)	$	641	$	(292	)	$	—
FICA-Employee					$	(148	)	$	281	$	(133	)	$	—
FICA-Employer					$	697		$	16	$	(132	)	$	581
Unemployment					$	38		$	—	$	—		$	38
Income					$	—		$	—	$	—		$	—
Other:					$	—		$	—	$	—		$	—
Total Federal					$	238		$	938	$	(557	)	$	619

State & Local
Withholding					$	(25	)	$	127	$	(89	)	$	13
Unemployment					$	55		$	1	$	—		$	56
Sales					$	(1	)	$	25	$	(25	)	$	(1	)
Excise					$	—		$	—	$	—		$	—
Real Property					$	—		$	—	$	—		$	—
Personal Property					$	—		$	—	$	—		$	—
Other: Income					$	(342	)	$	—	$	323		$	(19	)
Other: Franchise					$	30		$	15	$	—		$	45
Total State and Local					$	(283	)	$	168	$	209		$	94


TOTAL Taxes					$	(45	)	$	1,106	$	(348	)	$	713






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.	$	229	$	234	$	—		$	—	$	—		$	463



				MOR-5


In re USEC Inc.
			Case No.	14-10475 (CSS)
		Reporting Period:		31-Mar-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			$	17,446
	+ Amounts billed during the period			$	9,078
	- Amounts collected during the period			$	(9,080	)
	Total Accounts Receivable (Net) at the end of the reporting period			$	17,444

	Accounts Receivable Aging			Amount
	Current			$	17,444
	0 - 30 days old			$	—
	31 - 60 days old			$	—
	61 - 90 days old			$	—
	91+ days old			$	—
	Total Accounts Receivable			$	17,444
	Contractual Allowance / Uncollectible			$	—
	Accounts Receivable (Net)			$	17,444



					MOR-6

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

			Federal Tax I.D. #	52-2107911

Payments to Professionals
(000's)

	Professionals
	Name	Amount Paid During Month	Total Paid to Date
	-None-	$0	$0

	Total Payments to Professionals	$0	$0




	Post Petition Secured Notes Adequate Protection Payments
(000's)

	Name of Creditor	Amount Paid During Month
	United States Enrichment Corporation - DIP¹	$3
	United States Enrichment Corporation - Secured Intercompany¹	$628

	Total Payments	$631
	(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-Mar-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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