Greetings and welcome to the USEC Third Quarter 2012 Earnings Call. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the prepared remarks. (Operator Instructions) As a reminder, this conference is being recorded. It is now my pleasure to introduce your host, Steven Wingfield, Director of Investor Relations for USEC Inc. Thank you Mr. Wingfield. You may begin.

Good morning and thank you for joining us for the USEC conference call regarding our third quarter which ended September 30th. With me today are John Welch, President and Chief Executive Officer; John Barpoulis, Senior Vice President and Chief Financial Officer; Bob Van Namen, Senior Vice President; Philip Sewell, Senior Vice President and Tracy Mey, Vice President and Chief Accounting Officer. Before turning the call over to John Welch, I’d like to welcome all of our callers as well as those listening to our webcast. This conference call follows our earnings news release issued yesterday afternoon. That news release is available on many financial websites and our corporate website, usec.com. All of our news releases and SEC filings, including our 10-K, 10-Qs, 8-Ks are available on our website. We intend to file our quarterly report on Form 10-Q later today. A replay of this call also will be available later this morning on the USEC website. We know that many investors in the mid Atlantic region are still recovering from the effects of hurricane Sandy this week and not everyone who plan to participate in today’s call will be able to dial in. But we also note that the normal practice with many investors is to read a transcript of the call rather than to listen live. So we’ve made the decision to go forward with releasing our earnings release and holding the call on schedule. And as always I will be available after the call for follow-up questions. I’d like to remind everyone that certain of the information that we may discuss on this call today may be considered forward-looking information that involves risks and uncertainty, including assumptions about the future performance of USEC. Our actual results may differ materially from those in our forward-looking statements. Additional information concerning factors that could cause actual results to materially differ from those in our forward-looking statements is contained in our filings with the SEC, including our annual report on Form 10-K and quarterly reports on Form 10-Q. Finally, the forward-looking information provided today is time sensitive and accurate only as of today, November 1, 2012. This call is the property of USEC. Any redistribution, retransmission or rebroadcast of this call in any form without the expressed written consent of USEC is strictly prohibited. Thank you for your participation. Now I’d like to turn the call over to John Welch.

Good morning and thank you for joining us today. We know that many of you were affected by hurricane Sandy and we appreciate your participation. Yesterday afternoon we reported our third quarter results. Our revenue, gross profit and net income were all higher compared to the same quarter in last year. Our results were affected by two agreements with the Department of Energy and others. And I’m pleased to report that we’re executing those agreements well. John Barpoulis will provide a report on our financial results shortly. I will begin our call with a high level view of our operations and the Paducah Kentucky plant and provide an update on the American Centrifuge project. You will recall that in May we entered into a multi-party arrangement that will allow us to continue to economically enrich uranium at the Paducah Gaseous Diffusion Plant through next May. It is proving to be a positive agreement for all parties involved. Second, we secured near-term funding for the research, development and demonstration program for the American Centrifuge Technology, which we call RD&D. We are off to a great start on that program and we have attracted a very strong Board of Managers to provide oversight to the program as provided under our agreement with DOE. In addition to two USEC members, this Board includes representatives from leaders in the nuclear industry, Babcock & Wilcox, Exelon and Toshiba as well as two independent members with strong industry credentials. I will start with enrichment operations at Paducah. The multi-party agreements executed in May are somewhat complex, but work well because the program is a win for everyone involved. Under the agreement USEC is feeding depleted uranium tails into the Paducah plant rather than the usual method of using natural uranium as the feedstock. These tails are…

Thanks, John and good morning, everyone. As you read in our earnings release, the results for the third quarter improved as compared with the same period last year. Let me give you some highlights of our financial results with an emphasis on the longer nine months period. Starting with revenue for the third quarter, total revenue was $570 million with SWU revenue making up $560 million of the total. We regularly note that our SWU revenue can be lumpy from quarter-to quarter and this quarter it’s a case in point. SWU revenue in the third quarter of 2012 was 88% higher than the same quarter last year. You can also see the declining trend for contract services and natural uranium revenues as a percentage of our total revenue. Nonetheless, total revenue for the third quarter was 52% higher than the same quarter in 2011. Looking at the first nine months of 2012, revenue was just under $1.5 billion, an increase of $287 million or 24% compared to 2011. The volume of SWU sales was 83% higher in the third quarter and 50% in the nine-month period compared to the same period last year. The average price billed to customers increased 3% year-over-year in both the three and nine-month periods. We recorded no uranium sales in the third quarter and $3.6 million in uranium sales in the nine-month period of 2012. These results were expected as most of our inventories of uranium available for sale were sold in prior years and we expect this trend to continue. Our Contract Services segment under went a transition in 2011 as we completed our government contract work at the former Portsmouth plant. Revenue from Contract Services in the nine-month period of 2012 was $49 million compared to $170 million in the same period last…

Thank you. (Operator Instructions) Our first – I am sorry.

While we’re waiting for those with questions to queue up, we have had one question that has come up from a number of investors recently regarding the end of the megatons, megawatts program next year. Phil, can you give us an update on the program for everyone?

Thank you. I’d be glad to. While 2013 is the last year of the historic and highly successful megatons and megawatts program. We will continue to have a significant supply of Russian low enriched uranium to sell to our customers. We recently concluded our annual delivery arrangements under the megatons and megawatts program with TENEX for 2013. We are proud to be completing a program that will have basically eliminated an amount of highly enriched uranium equal to that contained in 20,000 nuclear warheads, and it has been a good program for our investors. That’s why we’re pleased to have a separate commercial contract with Russia to purchase supplies through 2022.

Thank you, Phil. Operator, we’re ready for the questions.

Thank you. Our first question comes from the line of Laurence Alexander of Jefferies & Company. Please proceed with your question. Laurence Alexander - Jefferies & Company, Inc.: Good morning.

Good morning, Laurence. Laurence Alexander - Jefferies & Company, Inc.: I guess just a few questions, just thank you for keying off with the update on the Russian program. Just to help people do the bridge for covering your interest expense; how much free cash flow should we expect a fully ramped $5.5 million SWU purchase under the new Russian agreements to deliver?

Laurence, its John Barpoulis. I think that the volumes of SWU purchased under that program ramp-up over the first couple of years and I think it will very much be a function of the -- obviously the contracts with customers over that time period and how that transition rolls through. I think ultimately we’ll be thus providing guidance on cash generated by that and gross profit generated over that time period as we do in our ordinary course. Bob, anything to add?

Yeah, one aspect the TSA agreement does have factors in the pricing that keep it aligned with our customer deliveries and the pricing that we’re seeing in the markets. So even though we’re seeing a lot of changes in market prices, we do see a good correlation between TSA deliveries and preserving our margin with the customer contracts that we’ll be delivering under. Laurence Alexander - Jefferies & Company, Inc.: So your margin will be preserved compared to your current margins -- your current gross margins?

I was talking about -- just an alignment on a go-forward basis with TSA that gained some of the volatility from market prices that we’re seeing. So, not necessarily comparing it against previous deliveries. Laurence Alexander - Jefferies & Company, Inc.:

Unfortunately Laurence, this time we’re not able to provide that specific guidance around future flows, understand the importance of the question. It also is a function of certain milestones that we do achieve over an extended period of time. But there is a -- clearly we expect the margin built in. We do expect to provide clarity around 2013 guidance as we do in our ordinary course in February. Laurence Alexander - Jefferies & Company, Inc.: I guess, if I can compare from another angle then, to not touch on the forward looking aspects. If you look at the last 12 months, would the margins embedded in the Russian portion of your activities be higher or lower?

And this is an area Laurence where I would not rely on our past reporting while the pricing formulas are similar, there are slight differences. So, again I’ll have to rely on our forward looking aspects when we get to 2013. Laurence Alexander - Jefferies & Company, Inc.: Okay. Then lastly and I’ll draw back in queue; in terms of inventory and can you just walk through the Paducah wind-down, what your inventory balances should do over the next 6 to 12 months, and the inventory associated to the ACP backlog -- sorry, let me rephrase that, the ACP backlog, does it still exist or will you now have to go out and renegotiate agreements with potential customers?

Bob, you want to cover the customer aspect?

Sure. We have a portfolio of ACP contracts that do contemplate or can be served by other means. So we are constantly keeping our customers up to speed on those in the status of ACP and then how we intend to cover those other contracts. They have been very positive discussions to date and they’ll continue over the next year.

With respect to the inventory aspect of your question Laurence, I think that is our inventory plan is certainly a very key part of our Paducah transition planning efforts. And so, what we do expect -- we do expect to update our overall backlog and obviously our net inventory balance in this queue backlog at the end of the year. I would say we expect that inventory to wind-down over a period of years -- of a few years. So it will take some time and again very much will be a function of the customer contracts over that time period. Laurence Alexander - Jefferies & Company, Inc.: Okay, thanks. I’ll drop back in queue.

Sure. Thank you.

Thank you. Our next question comes from the line of Bob Clutterbuck of Clutterbuck Capital Management. Please proceed with your question.

Good morning, guys.

Hi, Bob.

First off, if you could touch a little bit on the RD&D program and elaborate just a little more. Congratulations on getting it funded through March 31. Obviously the plan is to go until December 31. Could you touch a little more detail on any timing or expectations, obviously we have the election coming up in a week but, about getting the additional funding from March 31 through December 31?

Sure Bob, John Welch here. If you – again going back – I’ll go back a little bit to take you through each of the steps and then bring you right up to what we see ahead of us. As you know it’s a $350 million cost share research, development and demonstration program. 80-20 split, which means $280 million for the Department of Energy and $70 million for USEC, over roughly an 18 month life for the program. That initial agreement included DOE’s funding initially of about $88 million, so that’s the first phase. We're pleased with the support shown by Congress in the administration with the continuing resolution. The first increment of that $100 million run rate we expect to result in about $45.7 million of additional funding in the six-month period ending March 31, 2013. The remaining funding from DOE has not yet been authorized and it is subject to congressional action which could include additional appropriations, transfer or reprogram authority or other sources available to DOE. We’ll continue to work with DOE and Congress to fully fund the R&D program through December 2013, but as you noted there are -- we have those items ahead of us.

And John, continuing while on the same thought that, you mentioned several times on the two most recent calls that your current plan is to late spring or early summer to re-file on the DOE loan and you’ve said that clearly you have to have your financing in place prior to that. Can you comment as to where that stands from a timing point of view and give us much lead into those comments as you can, is to sequentially or what your thoughts are at this time?

It’s – as John had mentioned, there are several things that we look at when we want to be able to do when we come back at that. But, we would expect -- one of the first things we have to do is complete a revised estimate of cost and schedule which we’ll also need to update views for amounts, for adequate contingency, start-up cost and financial cost. So then, that gets to the total cost of the project. Until we’ve done that we don’t have 100% accurate estimate of the total funding requirements. As you know we’re looking for $2 billion from the department of energy loan guarantee program and about up to $1 billion worth of Japanese export credit agency support. We have spent a lot of time keeping those organizations up to date, they remain engaged on the project and even last month representatives joined the American Centrifuge plant as part of the continuing dialogue. So as you look at, as the RD&D program moves towards completion at the end of the year we would clearly want to have the financing in place to allow us to transition directly to building the plant. There are series of things that we will want to be doing and have in place before we go back for the loan guarantee application such that it is the strongest package that we can do. But, if you just look at the timing we would want to be back into the full-born evaluation process with the Department of Energy by the end of the second quarter. John, anything else you want to add?

No, I think John you touched on the timing aspect and I think Bob, what I would reiterate is that our ideal timing to close on financing for to support commercial deployment of ACP would be for that financing to close concurrent with the termination or the end of the RD&D program. As John outlined, that will require us to be taking steps in advance of that and really on a continuing basis to keep folks informed on our progress, that includes conversations with the -- including Toshiba and the Japanese export credit agencies to make sure that they are aware of our progress on the ACP, RD&D program and that we’re prepared to update that application as well as our DOE loan guarantee application.

Okay, great. And guys just one more question, and I’ll get out of the queue. Recently there was an article, it was about two weeks ago and I forgot which publication but -- and negotiations with PBGC regarding the wind-down of Paducah. Can you comment in any detail where those would stand and what type of magnitude that would have on our liabilities?

Sure, Bob I think that -- look in light of the uncertainties and challenges facing us and ultimately this is part of our desire to improve our credit profile and abilities to successfully finance ACP. We’ve indicated that we expect to pursue discussions with several key stakeholders regarding ways to improve the capital structure. Currently we’re working with advisors and developing options for a possible restructuring of our balance sheet and how to address our very key liabilities. But obviously a very sensitive topic, at this point I don’t think it would be appropriate to speculate on any path or discussions with any of those particular stakeholders including PBGC. Look we’ve got a -- I think we have a very strong track record of transparency in our disclosure regarding our business and prospects and I think as you know when we have something substantive on this or any related front we’ll certainly let folks know.

That’s fair enough. Okay. Thanks guys.

You are welcome.

Thank you. Our next question comes from the line of Jason Adler of GMP Securities. Please proceed with you question.

Hi, thank you guys. You actually just answered the capital structure question. So, thanks.

Okay. Sure. Thank you.

Thank you. Our next question comes from the line of Rich Howard of Prospector Partners. Please proceed with your question.

Well I might as well follow-up on that as well. Hi.

Hi, Rich.

Improving the credit profile is sort of, part of your plan. I applaud that. When do you think we’re going to have some visibility on that?

I think Rich, as we know and as there is material progress or developments, we will let you know. I think it’s fair to say that it is very much a function of clarity around our business and business prospects. And certainly two very important elements of that are Paducah transition and our execution of the RD&D program as well as our commercialization plan for the American Centrifuge program. And so, as we are putting those pieces in place, those are all aspects that will influence certainly our future business prospects and how key stakeholders can all participate in that. So, we do expect to be working on that in the near-term, but again we’ll let you know as there are developments.

And you have a specific plan in mind at this point or is it still a work in progress? And I say that because, events are going to overtake us very soon.

I think it’s fair to say that it is work in process that we're currently working with advisors and developing options along those lines.

So they have proposed on options to you?

Yeah, again I don’t think it’s fair to get into to speculate on back and forth, but we’re working with our advisors on the best options for our stakeholders.

Okay. I have an easy question for you.

Okay.

The R&D spend in the fourth quarter -- RD&D spend in the fourth quarter your share will about double, is that correct?

Our share on a rate basis will continue to be at 20% funding level. I don’t think that the dollar amounts will ramp-up that quickly to double. I think that our expected pace of spending it would be pretty consistent with that in the third quarter but perhaps slightly stepped-up.

Okay. When we talk about the additional funding that was allowed, all of that funding is however included in the $280 million that the DOE is putting into RD&D, is that correct?

Right. The $280 million represents DOE’s 80% share of the total $350 million program.

Right. Well I congratulate you on the progress that you’re making. Thanks very much.

Thanks, Rich.

Thank you. Our next question comes from the line of Steve Robinson of (indiscernible). Please proceed with your question.

Hi, guys.

Hi, Steve.

Just a follow-up on the Russian contract, I try to – one more time in a different way. Can you just talk about the nature of the contract; is it sort of a cost plus type of arrangement? Just to give us – it’s obviously important to cash flow going forward so and there seems to be some reluctance to talk about specifically what's the arrangement, but it would be helpful for us to understand as much as you can on the contract and the cash flow as we should expect going forward, because it’s going to be key to the next few years?

Steve, its John Barpoulis and I’ll ask Phil to follow-up. I think – look the key variables from a financial standpoint, again very much appreciating that our stakeholders want to get a better sense for cash being generated on a go-forward basis. Key variables are ultimately the market based pricing formula that is proprietary that we can't get into, but ultimately is our source of supply, and on the customer side it’s a function of the pricing within the customer contracts and the very specific deliveries associated with that supply over a time period. We do expect that overall formula to be positive in terms of producing a gross profit and cash flow, but again at this point we’re not able to provide clarity around dollars and gross profit margin guidance until we have greater definition around those two very key variables.

Okay. Just following up on the RD&D share, the surety bonds balances is coming down and I know that’s been part of the fund. I just want to make sure that the -- I understood exactly on the matching of the reimbursement. When you guys are booking your expenses and that this sort of a contra expense associated with the RD&D program, is that -- is that cash flow matched on a quarter-to-quarter basis or is there any sort of lag or catch-up that I need to be concerned about?

Very fair question, and as anything with USEC it is complex. What I think is important to know is from a -- again from the income and timing standpoint you see that reflected in our advance technology expense line item from the expenditure standpoint and DOE’s portion of the cost share appearing in our other income line item. The cash picture is related directly to the sources of funding for our 20% obviously that’s funded out of our cash balance and cash flow from operations. When one takes a look at DOE’s contribution, this initial portion was funded by their acceptance of tails which resulted in, as you can see on our balance sheet a significant reduction in the depleted uranium liability which is a strong positive for us. You also see the surety bond balance and cash collateralization coming down a portion of that, of the $87.7 million that was part of this first phase of tail acceptance by DOE. I believe about little under $60 million was received in the third quarter. We’ve got additional disclosure on this, on the mechanics and in the details in the queue, but again about $60 million came into the third quarter, the remainder we expect to be coming in, early in the fourth quarter. And then with the appropriations in the continuing resolution we will flip into a cost reimbursement approach on RD&D spending related to that portion on a monthly basis. Is that helpful?

Yeah, on the mechanics and just stepping back a bit. Just on the timing of the payments. So, if I look at this on a -- if I look at the program going forward and its going to be sort of hard as you say due to the complexity to strip it out and follow it. But just conceptually, there’s not going to be cash coming in, in one quarter that needs to get paid-up the next quarter in terms of my monitoring your liquidity profile?

No, I think it’s fair to say again we’ve got -- we have the arrangement upfront with respect to tails and then on an ongoing basis it’s basically a monthly in arrears type of reimbursement.

Got you. Okay, yes fair enough. Two other questions, quick one, the cash balance; does the cash balance sit at sort of all entities or is it predominantly a sort of the ultimate holding company or where is the cash to that?

Steve, we don’t break that down from a public standpoint. Again USEC is a pretty straightforward call it -- a Company from an entity standpoint, but cash is basically consolidated.

Okay. And I guess one final question, this is the ACP program. You talk about the five technical milestones, two have been achieved thus far I’m just reading from your 8-K, and then you’ve got three more that need to be completed by December 31. I guess, just you expect obviously to hit those remaining three milestones you wouldn’t have any technical issues?

Well, we certainly plan to meet all of those milestones and as you would expect in any big complex project, there’s a very detail work breakdown structure that has things planned out over a period of time and you’re measuring your progress against that. We have a certified earned value management system that we’re employing for keeping track of that to see how we’re doing. So everything and we can tell right now, we are on track to be able to perform the project as envisioned. There are other performance indicators that we also report against as those are realized. We’ve been able to get a lot of machine runtime and deal with reliability issues and especially the second one which was looking at a specific component. There will be a time after the first of the year which we have a major shutdown to basically get all of the full cascade support systems up and running, the machines in place such that we’re ready to go run the cascade for its performance period. But as everything we see right now and how we’re performing against that, I think we’re very cautiously optimistic, we’re going to -- and we believe we can deliver exactly on what was promised. There’s some more details in the queue that would give you a feeling on the performance indicators, things like that.

Okay. And then just in terms of timing, so that the funding you received takes you at the end of Q1. You want to be fully complete with your application in Q2 with approval it sounds like by year-end, right? So, if you got all the technical milestones achieved by let’s see -- so you got that 2013, right? Got you. So, I guess, the [traction] the technical milestones be achieved by the time you have your application in, I guess that’s what I’m not quite understanding. I think you said you want to have your full application invite in June and then there is a few remaining milestones outstanding at that point?

I think that’s right. As John outlined we had – we’ve achieved certain milestones, we also have the remaining milestones are largely at the backend of the program. So its our expectation that obviously we will be aware of our progress at the time that we submit the update to our application and obviously aware of the progress there, I think that there are likely also we would expect to have a condition to closing on any financing that we have adequately met these milestones and the progress along the way.

I see. Okay. Thanks. Thanks for your time this morning.

Sure. Thank you.

Thank you. We have a follow-up question from the line of Laurence Alexander of Jefferies & Company. Please proceed with your question. Laurence Alexander - Jefferies & Company, Inc.: Just a couple of quick ones. First, is there anything in terms of order timing or lumpiness that could be pulling shipments or volumes into Q4 from the first half of 2013?

I don’t think anything aside from the guidance that we provided for the rest of the year. Laurence, I think that those, frankly most of – all of those orders at this point are confirmed. So again we’re looking now at order confirmations in 2013.

Correct. Laurence Alexander - Jefferies & Company, Inc.: Okay. And secondly, thank you for the walk through on the contract structure. I do want to come at it from one more angle, again for the Russian contract. Does the contract expressly rule out negative gross margins or depending on how the formulas evolve over time are gross – are negative gross margins or negative EBIT margins, actually let’s just focus on gross margins, are negative gross margins possible?

Laurence, I would be disappointed if you weren’t pealing further on the onion, it’s a very important topic, we recognize that. There is nothing expressly prohibiting gross margins, again, I think this is getting to our alignment of our revenue sources and customer contracts with the market based pricing formula in the – this commercial supply. Laurence Alexander - Jefferies & Company, Inc.: Okay. And then lastly, can you give you an update on your thinking in terms of how fast if necessary you could scale down your SG&A and RD&D costs further – if at some point in the next couple of years that will became necessary?

Well, the – you sound like you’ve been in some of our strategy sessions because when we started at the beginning of the year the whole look structurally at the organization, it was very much with a long-term view. And that – and certainly at the beginning of the year we weren’t sure if Paducah was going to operating beyond May or not. But the next big step then in organizational structure you would expect is when you’re no longer enriching at Paducah. You still have a lot of activity at Paducah and you have a lot of inventory to deliver, but the structure would change. And as the – that business base suggests, SG&A structure has to adjust accordingly. And in the profile that we laid out to you, which are certainly is a potential that you seized enriching at Paducah and you’re using your transitional supply from Russia to carry the business while you’re building out ACP, that’s going to necessitate a much leaner SG&A structure through that period. So, yes we absolutely have that mapped out. And none of that will be easy, but what we try to do in 2012 was to get ahead, where we could get ahead of that downturn, the next big event would be Paducah. But clearly pointing towards a very lean period from an SG&A standpoint that we’re going to have to run before we get ACP and the growth comes back. Laurence Alexander - Jefferies & Company, Inc.: And then just lastly, if I may, the – is there anything in your sort of licensing relationships or customer relationships that could provide a platform for some kind of partnership with one of the other enrichment providers – (indiscernible) Urenco, that you could monetize?

Laurence, I think the short answer there is no. I think that we believe that one of our strengths is our knowledge of the U.S. regulatory environment and our stellar operations of enrichment in that environment, but otherwise, no. Laurence Alexander - Jefferies & Company, Inc.: Thank you.

Thank you. Our next question is a follow-up question from the line of Rich Howard of Prospector Partners. Please proceed with your question.

I was looking at the statement that the – you expect cash at the end of the year to be $200 million or more than $200 million. Obviously, you have $300 million now and obviously $300 million is more than $200 million, so I suppose it doesn’t really say much one way or the other. But with the pay down of the surety bond, do you have specific things in mind which will cause cash to go down really at all in the fourth quarter?

Rich, I think that most significant driver in this time of the year is with respect to cash is related to the – our purchase of Russian material. So what you – again, from an expectation standpoint you will see – likely see inventory is building as that cash flow is declining.

So that would be the key swing factor in the fourth quarter?

That we believe – that’s the most material use of cash that we expect for the rest of the year.

Okay. That’s great. Thanks.

Okay. Sure.

Thank you. There are no further questions at this time. I would like to turn the floor back over to Mr. Welch for any closing remarks.

Well, thank you all for your questions this morning. As always, we appreciate your participation in this quarterly call, because it provides an important channel for two way communications. And if we need to follow-up with any of you beyond this call, you know how to get hold of this. Thank you and have a good day.

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